EX-10.1



 Exhibit 10.1 

Execution Version 
  

 
  

CREDIT AGREEMENT 
 Dated as of
December 21, 2011 
 among 

SAMSON INVESTMENT COMPANY, 
 as the
Borrower, 
 The Several Lenders 

from Time to Time Parties Hereto, 

JPMORGAN CHASE BANK, N.A., 
 as
Administrative Agent, Collateral Agent, 
 Swingline Lender and a Letter of Credit Issuer, 

WELLS FARGO BANK, N.A., 
 as
Syndication Agent, 
 and 
  

 
  

J.P. MORGAN SECURITIES LLC and 

WELLS FARGO SECURITIES, LLC, 
 as
Lead Arrangers 
 J.P. MORGAN SECURITIES LLC, 

WELLS FARGO SECURITIES, LLC, 

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, 

BMO CAPITAL MARKETS CORP., 

BARCLAYS CAPITAL, 
 CITIGROUP GLOBAL
MARKETS INC., 
 CREDIT SUISSE SECURITIES (USA) LLC, 

MIZUHO CORPORATE BANK, LTD. and 

RBC CAPITAL MARKETS, 
 as Joint
Bookrunners 
 KKR CAPITAL MARKETS LLC, 

as Joint Manager and Arranger 







 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
	 SECTION 1. Definitions
	  	 	2	  
			
	 1.1
	 	Defined Terms	  	 	2	  
	 1.2
	 	Other Interpretive Provisions	  	 	44	  
	 1.3
	 	Accounting Terms	  	 	45	  
	 1.4
	 	Rounding	  	 	45	  
	 1.5
	 	References to Agreements, Laws, Etc.	  	 	45	  
	 1.6
	 	Times of Day	  	 	45	  
	 1.7
	 	Timing of Payment or Performance	  	 	46	  
	 1.8
	 	Currency Equivalents Generally	  	 	46	  
	 1.9
	 	Classification of Loans and Borrowings	  	 	46	  
		
	 SECTION 2. Amount and Terms of Credit
	  	 	46	  
			
	 2.1
	 	Commitments	  	 	46	  
	 2.2
	 	Minimum Amount of Each Borrowing; Maximum Number of Borrowings	  	 	48	  
	 2.3
	 	Notice of Borrowing	  	 	48	  
	 2.4
	 	Disbursement of Funds	  	 	49	  
	 2.5
	 	Repayment of Loans; Evidence of Debt	  	 	49	  
	 2.6
	 	Conversions and Continuations	  	 	50	  
	 2.7
	 	Pro Rata Borrowings	  	 	51	  
	 2.8
	 	Interest	  	 	51	  
	 2.9
	 	Interest Periods	  	 	52	  
	 2.10
	 	Increased Costs, Illegality, Etc.	  	 	52	  
	 2.11
	 	Compensation	  	 	54	  
	 2.12
	 	Change of Lending Office	  	 	54	  
	 2.13
	 	Notice of Certain Costs	  	 	54	  
	 2.14
	 	Borrowing Base	  	 	55	  
	 2.15
	 	Defaulting Lenders	  	 	58	  
	 2.16
	 	Increase of Total Commitment	  	 	60	  
	 2.17
	 	Extension Offers	  	 	61	  
		
	 SECTION 3. Letters of Credit
	  	 	63	  
			
	 3.1
	 	Letters of Credit	  	 	63	  
	 3.2
	 	Letter of Credit Requests	  	 	64	  
	 3.3
	 	Letter of Credit Participations	  	 	65	  
	 3.4
	 	Agreement to Repay Letter of Credit Drawings	  	 	66	  
	 3.5
	 	Increased Costs	  	 	67	  
	 3.6
	 	New or Successor Letter of Credit Issuer	  	 	68	  
	 3.7
	 	Role of Letter of Credit Issuer	  	 	69	  
	 3.8
	 	Cash Collateral	  	 	70	  
	 3.9
	 	Existing Letters of Credit	  	 	70	  
	 3.10
	 	Applicability of ISP and UCP	  	 	70	  
	 3.11
	 	Conflict with Issuer Documents	  	 	70	  
	 3.12
	 	Letters of Credit Issued for Restricted Subsidiaries	  	 	70	  
		
	 SECTION 4. Fees; Commitments
	  	 	71	  
			
	 4.1
	 	Fees	  	 	71	  
	 4.2
	 	Voluntary Reduction of Commitments	  	 	71	  
	 4.3
	 	Mandatory Termination of Commitments	  	 	72	  









							
	 SECTION 5. Payments
		 	72	  
			
	 5.1
		Voluntary Prepayments		 	72	  
	 5.2
		Mandatory Prepayments		 	73	  
	 5.3
		Method and Place of Payment		 	74	  
	 5.4
		Net Payments		 	75	  
	 5.5
		Computations of Interest and Fees		 	78	  
	 5.6
		Limit on Rate of Interest		 	78	  
		
	 SECTION 6. Conditions Precedent to Initial Borrowing
		 	79	  
			
	 6.1
		Credit Documents		 	79	  
	 6.2
		Collateral		 	79	  
	 6.3
		Legal Opinions		 	80	  
	 6.4
		Contemporaneous Debt Repayment		 	80	  
	 6.5
		Equity Contribution		 	80	  
	 6.6
		Closing Certificates		 	80	  
	 6.7
		Authorization of Proceedings of Each Credit Party; Organizational Documents		 	80	  
	 6.8
		Fees		 	80	  
	 6.9
		Representations		 	80	  
	 6.10
		Solvency Certificate		 	80	  
	 6.11
		Acquisition		 	80	  
	 6.12
		Patriot Act		 	81	  
	 6.13
		Historical Financial Statements		 	81	  
	 6.14
		Pro Forma Financial Statements		 	81	  
	 6.15
		Material Adverse Change		 	81	  
		
	 SECTION 7. Conditions Precedent to All Credit Events
		 	81	  
			
	 7.1
		No Default; Representations and Warranties		 	81	  
	 7.2
		Notice of Borrowing		 	82	  
		
	 SECTION 8. Representations, Warranties and Agreements
		 	82	  
			
	 8.1
		Corporate Status		 	82	  
	 8.2
		Corporate Power and Authority; Enforceability		 	82	  
	 8.3
		No Violation		 	82	  
	 8.4
		Litigation		 	83	  
	 8.5
		Margin Regulations		 	83	  
	 8.6
		Governmental Approvals		 	83	  
	 8.7
		Investment Company Act		 	83	  
	 8.8
		True and Complete Disclosure		 	83	  
	 8.9
		Financial Condition; Financial Statements		 	83	  
	 8.10
		Tax Matters		 	84	  
	 8.11
		Compliance with ERISA		 	84	  
	 8.12
		Subsidiaries		 	85	  
	 8.13
		Intellectual Property		 	85	  
	 8.14
		Environmental Laws		 	85	  
	 8.15
		Properties		 	85	  
	 8.16
		Solvency		 	86	  
	 8.17
		Insurance		 	86	  
	 8.18
		Gas Imbalances, Prepayments		 	86	  
	 8.19
		Marketing of Production		 	86	  
	 8.20
		Hedge Agreements		 	86	  
	 8.21
		Patriot Act		 	86	  









							
		
	 SECTION 9. Affirmative Covenants
		 	87	  
			
	 9.1
		Information Covenants		 	87	  
	 9.2
		Books, Records and Inspections		 	91	  
	 9.3
		Maintenance of Insurance		 	92	  
	 9.4
		Payment of Taxes		 	92	  
	 9.5
		Consolidated Corporate Franchises		 	92	  
	 9.6
		Compliance with Statutes, Regulations, Etc.		 	92	  
	 9.7
		ERISA		 	92	  
	 9.8
		Maintenance of Properties		 	93	  
	 9.9
		Transactions with Affiliates		 	94	  
	 9.10
		End of Fiscal Years; Fiscal Quarters		 	95	  
	 9.11
		Additional Guarantors, Grantors and Collateral		 	95	  
	 9.12
		Use of Proceeds		 	96	  
	 9.13
		Further Assurances		 	97	  
	 9.14
		Reserve Reports		 	97	  
	 9.15
		Title Information		 	98	  
	 9.16
		Change in Business		 	98	  
		
	 SECTION 10. Negative Covenants
		 	99	  
			
	 10.1
		Limitation on Indebtedness		 	99	  
	 10.2
		Limitation on Liens		 	103	  
	 10.3
		Limitation on Fundamental Changes		 	105	  
	 10.4
		Limitation on Sale of Assets		 	107	  
	 10.5
		Limitation on Investments		 	109	  
	 10.6
		Limitation on Dividends		 	111	  
	 10.7
		Limitations on Debt Payments and Amendments		 	114	  
	 10.8
		Negative Pledge Agreements		 	115	  
	 10.9
		Limitation on Subsidiary Distributions		 	116	  
	 10.10
		Hedge Agreements		 	117	  
	 10.11
		Consolidated Total Debt to Consolidated EBITDAX Ratio		 	118	  
		
	 SECTION 11. Events of Default
		 	119	  
			
	 11.1
		Payments		 	119	  
	 11.2
		Representations, Etc.		 	119	  
	 11.3
		Covenants		 	119	  
	 11.4
		Default Under Other Agreements		 	120	  
	 11.5
		Bankruptcy, Etc.		 	120	  
	 11.6
		ERISA		 	120	  
	 11.7
		Guarantee		 	121	  
	 11.8
		Security Documents		 	121	  
	 11.9
		Judgments		 	121	  
	 11.10
		Change of Control		 	121	  
	 11.11
		Equity Cure		 	122	  
		
	 SECTION 12. The Agents
		 	123	  
			
	 12.1
		Appointment		 	123	  
	 12.2
		Delegation of Duties		 	124	  
	 12.3
		Exculpatory Provisions		 	124	  
	 12.4
		Reliance by Agents		 	124	  









							
	 12.5
		Notice of Default		 	125	  
	 12.6
		Non-Reliance on Administrative Agent, Collateral Agent and Other Lenders		 	125	  
	 12.7
		Indemnification		 	126	  
	 12.8
		Agents in Its Individual Capacities		 	126	  
	 12.9
		Successor Agents		 	127	  
	 12.10
		Withholding Tax		 	127	  
	 12.11
		Security Documents and Collateral Agent under Security Documents and Guarantee		 	128	  
	 12.12
		Right to Realize on Collateral and Enforce Guarantee		 	128	  
	 12.13
		Administrative Agent May File Proofs of Claim		 	128	  
		
	 SECTION 13. Miscellaneous
		 	129	  
			
	 13.1
		Amendments, Waivers and Releases		 	129	  
	 13.2
		Notices		 	130	  
	 13.3
		No Waiver; Cumulative Remedies		 	131	  
	 13.4
		Survival of Representations and Warranties		 	131	  
	 13.5
		Payment of Expenses; Indemnification		 	131	  
	 13.6
		Successors and Assigns; Participations and Assignments		 	132	  
	 13.7
		Replacements of Lenders under Certain Circumstances		 	136	  
	 13.8
		Adjustments; Set-off		 	137	  
	 13.9
		Counterparts		 	137	  
	 13.10
		Severability		 	138	  
	 13.11
		Integration		 	138	  
	 13.12
		GOVERNING LAW		 	138	  
	 13.13
		Submission to Jurisdiction; Waivers		 	138	  
	 13.14
		Acknowledgments		 	138	  
	 13.15
		WAIVERS OF JURY TRIAL		 	139	  
	 13.16
		Confidentiality		 	139	  
	 13.17
		Release of Collateral and Guarantee Obligations		 	140	  
	 13.18
		USA PATRIOT Act		 	141	  
	 13.19
		Payments Set Aside		 	141	  
	 13.20
		Reinstatement		 	141	  
	 13.21
		Disposition of Proceeds		 	142	  
	 13.22
		Collateral Matters; Hedge Agreements		 	142	  









			
	 SCHEDULES

		
	Schedule 1.1(a)		Commitments
	Schedule 1.1(b)		Debt Repayment
	Schedule 1.1(c)		Excluded Stock
	Schedule 1.1(d)		Excluded Subsidiaries
	Schedule 1.1(e)		Existing Letters of Credit
	Schedule 1.1(f)		Closing Date Subsidiary Guarantors
	Schedule 1.1(g)		Closing Date Hedge Banks
	Schedule 1.1(h)		Closing Date Mortgaged Properties
	Schedule 6.3		Local Counsels
	Schedule 8.4		Litigation
	Schedule 8.12		Subsidiaries
	Schedule 8.18		Closing Date Gas Imbalances
	Schedule 8.19		Closing Date Marketing Agreements
	Schedule 8.20		Closing Date Hedge Agreements
	Schedule 9.9		Closing Date Affiliate Transactions
	Schedule 9.13(b)		Further Assurances
	Schedule 10.1		Closing Date Indebtedness
	Schedule 10.2		Closing Date Liens
	Schedule 10.4		Scheduled Dispositions
	Schedule 10.5		Closing Date Investments
	Schedule 10.8		Closing Date Negative Pledge Agreements
	Schedule 13.2		Notice Addresses

  

			
	EXHIBITS		
		
	Exhibit A		Form of Reserve Report Certificate
	Exhibit B		Form of Notice of Borrowing
	Exhibit C		Form of Letter of Credit Request
	Exhibit D		Form of Guarantee
	Exhibit E		Form of Security Agreement
	Exhibit F		Form of Pledge Agreement
	Exhibit G		Form of Mortgage/Deed of Trust (Texas)
	Exhibit H		Form of Legal Opinion of Simpson Thacher & Bartlett LLP
	Exhibit I		Form of Credit Party Closing Certificate
	Exhibit J		Form of Assignment and Acceptance
	Exhibit K		Form of Promissory Note
	Exhibit L		Form of Intercompany Note
	Exhibit M		Form of Solvency Certificate
	Exhibit N		Form of Non-Bank Tax Certificate








 CREDIT AGREEMENT, dated as of December 21, 2011, among SAMSON INVESTMENT COMPANY, a Nevada
corporation (the “Borrower”), (such terms and each other capitalized term used but not defined in this preamble having the meaning provided in Section 1), the banks, financial institutions and other lending institutions
from time to time parties as lenders hereto (each a “Lender” and, collectively, the “Lenders”), JPMORGAN CHASE BANK, N.A., as Administrative Agent, Collateral Agent, Swingline Lender and a Letter of Credit Issuer,
and each other Letter of Credit Issuer from time to time party hereto. 
 WHEREAS, pursuant to the Stock Purchase Agreement, dated as of
November 22, 2011 (together with all exhibits and schedules thereto, and as amended, supplemented or otherwise modified from time to time, the “Stock Purchase Agreement”), among Samson Resources Corporation
(“Holdings”), the Borrower and the Selling Stockholders named (and as defined) therein (collectively, the “Seller”), Holdings will, directly or indirectly, acquire from the Seller all of the issued and outstanding
shares of capital stock of the Borrower (the “Acquisition”); 
 WHEREAS, to fund, in part, the Acquisition, it is intended
that the Co-Investors will contribute an amount in cash to Holdings and/or a direct or indirect parent thereof in exchange for Stock (such contribution, the “Equity Investments”), which shall be no less than 40% of the pro forma
total capitalization of the Holdings and its Subsidiaries after giving effect to the Transactions (the “Minimum Equity Amount”); 

WHEREAS, to consummate the transactions contemplated by the Stock Purchase Agreement, it is intended that the Borrower will enter into a
senior unsecured interim loan agreement, dated as of the Closing Date (as amended, supplemented or otherwise modified from time to time, the “Senior Interim Loan Agreement”), by and among the Borrower, the lenders from time to time
parties thereto and JPMorgan Chase Bank, N.A., as administrative agent, pursuant to which the Borrower will borrow senior unsecured loans in an aggregate principal amount of $2,250,000,000 (the “Senior Interim Loans”); 

WHEREAS, in connection with the foregoing, (I) the Borrower has requested that the Lenders extend credit in the form of Loans made
available to the Borrower on the Closing Date in an aggregate principal amount of approximately $1,350,000,000 (the “Closing Date Loans”) and at any time and from time to time after the Closing Date subject to the Available
Commitment, (II) the Borrower has requested that the Letter of Credit Issuer issue Letters of Credit (subject to the Available Commitment) at any time and from time to time prior to the L/C Maturity Date, in an aggregate Stated Amount at any time
outstanding not in excess of $200,000,000 and (III) the Borrower has requested that the Swingline Lender extend credit in the form of Swingline Loans (subject to the Available Commitment) at any time and from time to time prior to the Swingline
Maturity Date, in an aggregate principal amount at any time outstanding not in excess of $50,000,000; 
 WHEREAS, the net proceeds of the
Closing Date Loans, together with the net proceeds of the Senior Interim Loans and the net proceeds of the Equity Investments, will be used on the Closing Date to consummate the Acquisition, to effect the Debt Repayments and to pay Transaction
Expenses; 
 WHEREAS, following the Closing Date, the proceeds of the Loans will be used by the Borrower for the acquisition, development
and exploration of Oil and Gas Properties and for working capital and other general corporate purposes of the Borrower and its Subsidiaries (including Permitted Acquisitions) and the Letters of Credit will be used by the Borrower and its
Subsidiaries for general corporate purposes and to support deposits required under purchase agreements pursuant to which the Borrower or its Subsidiaries may acquire Oil and Gas Properties and other assets; 

  
 1 








 WHEREAS, the Lenders, the Swingline Lender and the Letter of Credit Issuer are willing to make
available to the Borrower such revolving credit, swingline and letter of credit facilities upon the terms and subject to the conditions set forth herein; and 

NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained herein, the parties hereto hereby agree as
follows: 
 SECTION 1. Definitions 

1.1 Defined Terms. 
 (a) As
used herein, the following terms shall have the meanings specified in this Section 1.1 unless the context otherwise requires (it being understood that defined terms in this Agreement shall include in the singular number the plural and in
the plural the singular): 
 “ABR” shall mean for any day a fluctuating rate per annum equal to the highest of (a) the
Federal Funds Effective Rate plus  1⁄2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by the
Administrative Agent as its “prime rate” and (c) the LIBOR Rate for a one-month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1.0%; provided that, for the
avoidance of doubt, for purposes of calculating the LIBOR Rate pursuant to clause (c) above, the LIBOR Rate for any day shall be based on the rate per annum determined by the Administrative Agent at approximately 11:00 a.m. (London time)
on such day by reference to the rate appearing on the Reuters Screen LIBOR01 Page (or any successor page or any successor service, or any substitute page or substitute for such service, providing rate quotations comparable to the Reuters Screen
LIBOR01 Page, 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) for a period equal to one-month. The “prime
rate” is a rate set by the Administrative Agent based upon various factors, including the Administrative Agent’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some
loans, which may be priced at, above, or below such announced rate. Any change in the ABR due to a change in such rate announced by the Administrative Agent, in the Federal Funds Effective Rate or in the one-month LIBOR Rate shall take effect at the
opening of business on the day specified in the public announcement of such change. 
 “ABR Loan” shall mean each Loan
bearing interest based on the ABR. 
 “Acquired EBITDAX” shall mean, with respect to any Acquired Entity or Business or any
Converted Restricted Subsidiary (any of the foregoing, a “Pro Forma Entity”) for any period, the amount for such period of Consolidated EBITDAX of such Pro Forma Entity (determined using such definitions as if references to
the Borrower and its Restricted Subsidiaries therein were to such Pro Forma Entity and its Restricted Subsidiaries), all as determined on a consolidated basis for such Pro Forma Entity in a manner not inconsistent with GAAP. 

“Acquired Entity or Business” shall have the meaning provided in the definition of the term “Consolidated EBITDAX.”

 “Acquisition” shall have the meaning provided in the recitals to this Agreement. 

“Additional Lender” shall have the meaning provided in Section 2.16(a). 

  
 2 








 “Adjusted Financial Performance Covenant” means the Financial Performance
Covenant; provided that each figure to the left of the word “to” in the “Ratio” column in the table set forth in Section 10.11 shall be decreased by (x) until the second anniversary following the Closing Date,
0.50 and (y) thereafter 0.25. For example, for the Test Period ending June 30, 2012, the “Ratio” shall be 4.50 to 1.00 (instead of 5.00 to 1.00). 

“Adjusted Total Commitment” shall mean, at any time, the Total Commitment less the aggregate amount of Commitments of all
Defaulting Lenders. 
 “Administrative Agent” shall mean JPMorgan Chase Bank, N.A., as the administrative agent for the
Lenders under this Agreement and the other Credit Documents, or any successor administrative agent appointed in accordance with the provisions of Section 12.9. 

“Administrative Agent’s Office” shall mean the Administrative Agent’s address and, as appropriate, account as set
forth on Schedule 13.2, or such other address or account as the Administrative Agent may from time to time notify in writing to the Borrower and the Lenders. 

“Administrative Questionnaire” shall mean, for each Lender, an administrative questionnaire in a form approved by the
Administrative Agent. 
 “Affiliate” shall mean, with respect to any Person, any other Person directly or indirectly
controlling, controlled by, or under direct or indirect common control with such Person. A Person shall be deemed to control another Person if such Person possesses, directly or indirectly, the power to direct or cause the direction of the
management and policies of such other Person, whether through the ownership of voting securities, by contract or otherwise. “Controlling” (“controlling”) and “controlled” shall have meanings correlative thereto. 

“Agents” shall mean the Administrative Agent and the Collateral Agent. 

“Agreement” shall mean this Credit Agreement. 

“Applicable Equity Amount” shall mean, at any time (the “Applicable Equity Amount Reference Time”),
an amount equal to, without duplication, 
 (a) the amount of any capital contributions made in cash to, or any proceeds of an equity
issuance received by, the Borrower during the period from and including the Business Day immediately following the Closing Date, through and including the Applicable Equity Amount Reference Time, including proceeds from the issuance of Stock or
Stock Equivalents of any direct or indirect parent of the Borrower, but excluding all proceeds from the issuance of Disqualified Stock; minus 

(b) the sum, without duplication, of: 

(i) the aggregate amount of any Investments made by the Borrower or any Restricted Subsidiary pursuant to Section 10.5(g)(iii)(B),
Section 10.5(h)(ii) and Section 10.5(i)(B) after the Closing Date, and prior to the Applicable Equity Amount Reference Time; 

(ii) the aggregate amount of any Dividends made by the Borrower pursuant to Section 10.6(j) after the Closing Date, and prior to the
Applicable Equity Amount Reference Time; and 

  
 3 








 (iii) the aggregate amount of prepayments, repurchases, redemptions and defeasances made by the
Borrower or any Restricted Subsidiary pursuant to Section 10.7(c)(iii) after the Closing Date and prior to the Applicable Equity Amount Reference Time. 

“Applicable Margin” shall mean, for any day, with respect to any ABR Loan or LIBOR Loan, as the case may be, the rate per
annum set forth in the grid below based upon the Borrowing Base Utilization Percentage in effect on such day: 
  

											
	 Borrowing Base Utilization
Grid

	 Borrowing Base
	  	X < 30%	 	> 30% X <60%	 	>60% X <80%	 	> 80% X <90%	 	X > 90%
	 Utilization Percentage
	  		 		 		 		 	
	 LIBOR Loans
	  	1.50%	 	1.75%	 	2.00%	 	2.25%	 	2.50%
	 ABR Loans
	  	0.50%	 	0.75%	 	1.00%	 	1.25%	 	1.50%
	 Commitment Fee Rate
	  	0.375%	 	0.375%	 	0.50%	 	0.50%	 	0.50%

 Each change in the Commitment Fee Rate or 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. 
 “Approved
Fund” shall mean any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender. 

“Approved Petroleum Engineers” shall mean (a) Netherland, Sewell & Associates, Inc., (b) Ryder Scott
Company Petroleum Consultants, L.P., (c) W. D. Van Gonten & Co. Petroleum Engineering, (d) LaRoche Petroleum Consultants, Ltd. and (e) at the Borrower’s option, any other independent petroleum engineers selected by the
Borrower and reasonably acceptable to the Administrative Agent. 
 “Assignment and Acceptance” shall mean an assignment and
acceptance substantially in the form of Exhibit J or such other form as may be approved by the Administrative Agent. 

“Authorized Officer” shall mean as to any Person, the President, the Chief Executive Officer, the Chief Financial Officer,
the Chief Operating Officer, the Treasurer, the Assistant or Vice Treasurer, the Vice President-Finance, the General Counsel and any manager, managing member or general partner, in each case, of such Person, and any other senior officer designated
as such in writing to the Administrative Agent by such Person. Any document delivered hereunder that is signed by an Authorized Officer shall be conclusively presumed to have been authorized by all necessary corporate, limited liability company,
partnership and/or other action on the part of the Borrower or any other Credit Party and such Authorized Officer shall be conclusively presumed to have acted on behalf of such Person. 

“Auto-Extension Letter of Credit” shall have the meaning provided in Section 3.2(b). 

“Available Commitment” shall mean, at any time, (a) the Loan Limit at such time minus (b) the aggregate
Total Exposures of all Lenders at such time. 
 “Bank Price Deck” shall mean the Administrative Agent’s forward curve
for each of oil, natural gas and other Hydrocarbons, as applicable, furnished to the Borrower by the Administrative Agent from time to time in accordance with the terms of this Agreement. 

“Bankruptcy Code” shall have the meaning provided in Section 11.5. 

“benefited Lender” shall have the meaning provided in Section 13.8. 

  
 4 








 “Board” shall mean the Board of Governors of the Federal Reserve System of the
United States (or any successor). 
 “Borrower” shall have the meaning provided in the introductory paragraph hereto. 

“Borrowing” shall mean the incurrence of one Type of Loan on a given date (or resulting from conversions on a given date)
having, in the case of LIBOR Loans, the same Interest Period (provided that ABR Loans incurred pursuant to Section 2.10(b) shall be considered part of any related Borrowing of LIBOR Loans). 

“Borrowing Base” shall mean, at any time, an amount equal to the amount determined in accordance with
Section 2.14, as the same may be adjusted from time to time pursuant to the provisions thereof. 
 “Borrowing Base
Deficiency” occurs if, at any time, the aggregate Total Exposures of all Lenders exceeds the Borrowing Base then in effect. The amount of the Borrowing Base Deficiency is the amount by which Total Exposures of all Lenders exceeds the
Borrowing Base then in effect. 
 “Borrowing Base Properties” shall mean the Oil and Gas Properties of the Credit Parties
included in the Initial Reserve Report and thereafter in the most recently delivered Reserve Report delivered pursuant to Section 9.14. 

“Borrowing Base Required Lenders” shall mean, at any date, (a) Non-Defaulting Lenders having or holding at least 90% of
the Adjusted Total Commitment at such date or (b) if the Total Commitment has been terminated, Lenders having or holding at least 90% of the outstanding principal amount of the Loans, the Swingline Exposure and Letter of Credit Exposure
(excluding the Loans, Swingline Exposure and Letter of Credit Exposure of Defaulting Lenders) in the aggregate at such date. 

“Borrowing Base Utilization Percentage” shall mean, as of any day, the fraction expressed as a percentage, the numerator of
which is the sum of the aggregate Total Exposures of all Lenders on such day, and the denominator of which is the Borrowing Base in effect on such day. 

“Business Day” shall mean any day excluding Saturday, Sunday and any other day on which banking institutions in New York City
or Tulsa, Oklahoma are authorized by law or other governmental actions to close, and, if such day relates to (a) any interest rate settings as to a LIBOR Loan, (b) any fundings, disbursements, settlements and payments in respect of any
such LIBOR Loan, or (c) any other dealings pursuant to this Agreement in respect of any such LIBOR Loan, such day shall be a day on which dealings in deposits in Dollars are conducted by and between banks in the London interbank eurodollar
market. 
 “Capital Expenditures” shall mean, for any period, the aggregate of all expenditures (whether paid in cash or
accrued as liabilities and including in all events all amounts expended or capitalized under Capital Leases) by the Borrower and the Restricted Subsidiaries during such period that, in conformity with GAAP, are or are required to be included as
capital expenditures on a consolidated statement of cash flows of the Borrower and its Restricted Subsidiaries. 
 “Capital
Lease” shall mean, as applied to any Person, any lease of any property (whether real, personal or mixed) by that Person as lessee that, in conformity with GAAP, is, or is required to be, accounted for as a capital lease on the balance sheet
of that Person; provided that leases that are recharacterized as Capital Leases due to a change in GAAP after January 1, 2011 shall not be treated as Capital Leases for any purpose under this Agreement but shall instead be treated as
they would have been in accordance with GAAP as in effect on January 1, 2011. 

  
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 “Capitalized Lease Obligations” shall mean, as applied to any Person, all
obligations under Capital Leases of such Person or any of its Subsidiaries, in each case taken at the amount thereof accounted for as liabilities in accordance with GAAP; provided that obligations that are recharacterized as Capitalized Lease
Obligations due to a change in GAAP after January 1, 2011 shall not be treated as Capitalized Lease Obligations for any purpose under this Agreement but shall instead be treated as they would have been in accordance with GAAP as in effect on
January 1, 2011. 
 “Cash Collateralize” shall have the meaning provided in Section 3.8(c). 

“Cash Management Agreement” shall mean any agreement entered into from time to time by Holdings, the Borrower or any of the
Borrower’s Restricted Subsidiaries in connection with cash management services for collections, other Cash Management Services and for operating, payroll and trust accounts of such Person, including automatic clearing house services, controlled
disbursement services, electronic funds transfer services, lockbox services, stop payment services and wire transfer services. 

“Cash Management Bank” shall mean any Person that either (a) at the time it provides Cash Management Services,
(b) on the Closing Date or (c) at any time after it has provided any Cash Management Services, is a Lender or an Agent or an Affiliate of a Lender or an Agent. 

“Cash Management Obligations” shall mean obligations owed by the Borrower or any Restricted Subsidiary to any Cash Management
Bank in connection with, or in respect of, any Cash Management Services. 
 “Cash Management Services” shall mean
(a) commercial credit cards, merchant card services, purchase or debit cards, including non-card e-payables services, (b) treasury management services (including controlled disbursement, overdraft, automated clearing house fund transfer
services, return items and interstate depository network services) and (c) any other demand deposit or operating account relationships or other cash management services, including any Cash Management Agreement. 

“Casualty Event” shall mean, with respect to any Collateral, (a) any damage to, destruction of, or other casualty or
loss involving, any property or asset or (b) any seizure, condemnation, confiscation or taking under the power of eminent domain of, or any requisition of title or use of, or relating to, or any similar event in respect of, any property or
asset. 
 “CFC” shall mean a “controlled foreign corporation” within the meaning of Section 957 of the Code.

 “Change in Law” shall mean (a) the adoption of any law, treaty, order, policy, rule or regulation after the Closing
Date, (b) any change in any law, treaty, order, policy, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the Closing Date or (c) compliance by any Lender with any guideline, request,
directive or order enacted or promulgated after the Closing Date by any central bank or other governmental or quasi governmental authority (whether or not having the force of law); provided that notwithstanding anything herein to the
contrary, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) and all guidelines, requests, directives, orders, rules and
regulations adopted, enacted or promulgated in connection therewith shall be deemed to have gone into effect after the Closing Date regardless of the date adopted, enacted or promulgated and shall be included as a Change in Law only to the extent a
Lender is imposing applicable increased costs or costs in connection with capital adequacy requirements similar to those described in clauses (a)(ii) and (c) of Section 2.10 generally on other borrowers of loans under United States
reserve-based credit facilities. 

  
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 “Change of Control” shall mean and be deemed to have occurred if: 

(a) (i) at any time prior to a Qualifying IPO, (x) the Permitted Holders shall at any time cease, directly or indirectly, to have the
power to vote or direct the voting of at least 35% of the Voting Stock of Holdings or (y) any Person, entity or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act, but excluding any employee benefit plan of
such Person, entity or “group” and its Subsidiaries and any Person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan), other than the Permitted Holders, shall at any time have acquired
direct or indirect beneficial ownership (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act) of a percentage of the voting power of the outstanding Voting Stock of Holdings that is greater than the percentage of such voting power of such
Voting Stock in the aggregate, directly or indirectly, beneficially owned by the Permitted Holders or (ii) at any time on and after a Qualifying IPO, any Person, entity or “group” (within the meaning of Section 13(d) or 14(d) of
the Exchange Act, but excluding any employee benefit plan of such Person, entity or “group” and their respective Subsidiaries and any Person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such
plan), other than the Permitted Holders (or any holding company parent of Holdings owned directly or indirectly by the Permitted Holders), shall at any time have acquired direct or indirect beneficial ownership (as defined in Rules 13(d)-3 and
13(d)-5 under the Exchange Act) of voting power of the outstanding Voting Stock of Holdings having more than the greater of (A) 35% of the ordinary voting power for the election of directors of Holdings and (B) the percentage of the
ordinary voting power for the election of directors of Holdings owned in the aggregate, directly or indirectly, beneficially, by the Permitted Holders, unless in the case of either clause (i) or (ii) above, the Permitted Holders have, at
such time, the right or the ability by voting power, contract or otherwise to elect or designate for election at least a majority of the members of the Board of Directors of Holdings; or 

(b) at any time Continuing Directors shall not constitute at least a majority of the Board of Directors of Holdings; or 

(c) the failure of Holdings, directly or indirectly, through wholly owned subsidiaries to own beneficially and of record, all of the Stock of
the Borrower (other than in respect to a Qualifying IPO by the Borrower); or 
 (d) a “Change of Control” (as defined in the Senior
Interim Loan Agreement or Senior Notes Indenture) shall have occurred; 
 provided that (x) at any time when at least a majority of the
outstanding Voting Stock of Holdings is directly or indirectly owned by a Parent Entity, all references in clause (a) and clause (b) to “Holdings” (other than in this proviso) shall be deemed to refer to the ultimate Parent
Entity that directly or indirectly owns such Voting Stock of Holdings and (y) at any time when Holdings does not own a majority of the outstanding Voting Stock of the Borrower, all references in clause (a) and clause (b) to
“Holdings” shall be deemed to refer to the Borrower. 
 “Class” when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans comprising such Borrowing, are Existing Loans, Extended Loans (of the same Extension Series) or Swingline Loans, when used in reference to any Commitment, refers to whether such Commitment is an Existing
Commitment, an Extended Commitment (of each Extension Series) or a Swingline Commitment and when used in reference to any Lender, refers to whether such Lender has a Loan or Commitment with respect to a single class. 

  
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 “Closing Date” shall mean December 21, 2011. 

“Closing Date Loans” shall have the meaning provided in the recitals to this Agreement. 

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time. 

“Co-Investors” shall mean the Sponsors and Itochu. 

“Collateral” shall have the meaning provided for such term in each of the Security Documents; provided that with
respect to any Mortgages, “Collateral”, as defined herein, shall include “Mortgaged Property” as defined therein. 

“Collateral Agent” shall mean JPMorgan Chase Bank, N.A., as collateral agent under the Security Documents, or any successor
collateral agent appointed in accordance with the provisions of Section 12.9. 
 “Collateral Coverage Minimum”
shall mean that the Collateral, including the Mortgaged Properties, shall represent (a) from the date that is 90 days following the Closing Date up to (but excluding) the date that is 120 days following the Closing Date, at least 50% of the
PV-9 of the Credit Parties’ total Proved Reserves and (b) from the date that is 120 days following the Closing Date and thereafter, at least 80% of the PV-9 of the Credit Parties’ total Proved Reserves, in each case, included either
in the Initial Reserve Report or in the most recent Reserve Report delivered pursuant to Section 9.14. 

“Commitment” shall mean, (a) with respect to each Lender that is a Lender on the Closing Date, the amount set forth
opposite such Lender’s name on Schedule 1.1(a) as such Lender’s “Commitment” and (b) in the case of any Lender that becomes a Lender after the Closing Date, the amount specified as such Lender’s
“Commitment” in the Assignment and Acceptance pursuant to which such Lender assumed a portion of the Total Commitment, in each case as the same may be changed from time to time pursuant to terms of this Agreement. The aggregate
amount of the Commitments as of the Closing Date is $2,250,000,000. 
 “Commitment Fee” shall have the meaning provided in
Section 4.1(a). 
 “Commitment Fee Rate” shall mean, for any day, with respect to the Available Commitment on
any day, the applicable rate per annum set forth next to the row heading “Commitment Fee Rate” in the definition of “Applicable Margin” and based upon the Borrowing Base Utilization Percentage in effect on such day. 

“Commitment Percentage” shall mean, at any time, for each Lender, the percentage obtained by dividing (a) such
Lender’s Commitment at such time by (b) the amount of the Total Commitment at such time; provided that at any time when the Total Commitment shall have been terminated, each Lender’s Commitment Percentage shall be the
percentage obtained by dividing (i) such Lender’s Total Exposure at such time by (ii) the aggregate Total Exposures of all Lenders at such time. 

“Company Representations” shall mean the representations and warranties made by the Seller or Samson, in either case, with
respect to the Samson Acquired Business in the Stock Purchase Agreement as are material to the interests of the Lenders, but only to the extent that Holdings (or one of its Affiliates) has the right to terminate its obligations under the Stock
Purchase Agreement or decline to consummate the Acquisition as a result of a breach of such representations and warranties in the Stock Purchase Agreement. 

  
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 “Confidential Information” shall have the meaning provided in
Section 13.16. 
 “Consolidated EBITDAX” shall mean, for any period, Consolidated Net Income for such period,
plus: 
 (a) without duplication and to the extent already deducted (and not added back) in arriving at such Consolidated Net Income,
the sum of the following amounts for the Borrower and the Restricted Subsidiaries for such period: 
 (i) total interest
expense and, to the extent not reflected in such total interest expense, any losses on Hedging Obligations or other derivative instruments entered into for the purpose of hedging interest rate risk, net of interest income and gains on such Hedging
Obligations, bank fees and costs of surety bonds in connection with financing activities, 
 (ii) provision for taxes based
on income, profits or capital, including U.S. federal, state, non-U.S., franchise, excise and similar taxes and foreign withholding taxes paid or accrued during such period, including any penalties and interest relating to any tax examinations, 

(iii) depreciation, depletion and amortization, including the amortization of intangible assets established through purchase
accounting and the amortization of deferred financing fees or costs, 
 (iv) Non-Cash Charges, 

(v) restructuring charges, accruals or reserves or related charges (including restructuring costs related to acquisitions after
the Closing Date), 
 (vi) the amount of management, monitoring, consulting, advisory and similar fees and indemnities and
related expenses (it being understood that this clause (vii) is not intended to address ordinary course general and administrative expenses) paid or accrued in such period to (or on behalf of) the Co-Investors to the extent otherwise permitted
by Section 9.9(g) and (j), 
 (vii) exploration expenses or costs (to the extent the Borrower adopts the
“successful efforts” method), 
 (viii) any costs or expenses incurred pursuant to any management equity plan or
stock option plan or any other management or employee benefit plan or agreement or any equity subscription or equity holder agreement, to the extent that such costs or expenses are funded with cash proceeds contributed to the capital of the Borrower
or net cash proceeds of an issuance of Stock or Stock Equivalents of the Borrower (other than Disqualified Stock), 
 (ix) to
the extent covered by insurance and actually reimbursed, or, so long as the Borrower has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is
(A) not denied by the applicable carrier in writing within 180 days and (B) in fact reimbursed within 365 days of the date of such evidence (with a deduction for any amount so added back to the extent not so reimbursed within such 365
days), expenses with respect to liability or casualty events or business interruption, 

  
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 (x) losses on asset Dispositions, disposals or abandonments (other than asset
Dispositions, disposals or abandonments in the ordinary course of business), 
 (xi) cash receipts (or any netting
arrangements resulting in reduced cash expenditures) not representing Consolidated EBITDAX in any period to the extent non-cash gains relating to such income were deducted in the calculation of Consolidated EBITDAX pursuant to paragraph
(b) below for any previous period and not added back, 
 (xii) the amount of “run rate” net cost savings,
operating expense reductions and synergies in connection with, as a result of, or related to, the Transactions projected by the Borrower in good faith to be realized as a result of specified actions either taken or expected to be taken (which cost
savings or synergies shall be calculated on a pro forma basis as though such cost savings, operating expense reductions or synergies had been realized on the first day of such period), net of the amount of actual benefits realized during such period
from such actions; provided that (A) such cost savings, operating expense reductions or synergies are reasonably identifiable and factually supportable, (B) such actions have either been taken or are expected to be taken within 18
months after the Closing Date and (C) the Borrower reasonably expects to realize such savings, operating expense reductions or synergies within 36 months after the Closing Date (it is understood and agreed that (x) “run rate”
means the full recurring benefit for a period that is associated with any action taken, committed to be taken, or expected to be taken, net of the amount of actual benefits realized during such period from such actions and (y) amounts added
back pursuant to this clause (xii) shall not be duplicative of restructuring or other charges under clause (v) above or of any Pro Forma Adjustment)), 

(xiii) the amount of any loss attributable to a new plant or facility, until the date that is 12 months after the date of
commencing construction of or acquiring such plant or facility, as the case may be; provided that (A) such losses are reasonably identifiable and factually supportable and certified by a responsible officer of the Borrower and
(B) losses attributable to such plant or facility after 12 months from the date of commencing such construction of or acquiring such plant or facility, as the case may be, shall not be included in this clause (xiii), 

(xiv) with respect to any joint venture that is not a Restricted Subsidiary and solely to the extent relating to any net income
referred to in clause (h) of the definition of “Consolidated Net Income”, an amount equal to the proportion of those items described in clauses (ii) and (iii) above relating to such joint venture corresponding to the
Borrower’s and the Restricted Subsidiaries’ proportionate share of such joint venture’s Consolidated Net Income (determined as if such joint venture were a Restricted Subsidiary), and 

(xv) one-time costs associated with commencing Public Company Compliance, 

less 
 (b) without duplication and to the
extent included in arriving at such Consolidated Net Income, the sum of the following amounts for such period: 
 (i)
non-cash gains (excluding any non-cash gain to the extent it represents the reversal of an accrual or reserve for a potential cash item that reduced Consolidated EBITDAX in any prior period), 

  
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 (ii) gains on asset Dispositions, disposals and abandonments (other than asset
Dispositions, disposals and abandonments in the ordinary course of business), 
 (iii) cash expenditures (or any netting
arrangements resulting in increased cash expenditures) not deducted in arriving at Consolidated EBITDAX in any period to the extent non-cash losses relating to such income were added in the calculation of Consolidated EBITDAX pursuant to paragraph
(a) above for any previous period and not deducted, 
 in each case, as determined on a consolidated basis for the Borrower and the Restricted
Subsidiaries in accordance with GAAP; provided that: 
 (A) to the extent included in Consolidated Net Income, there
shall be excluded in determining Consolidated EBITDAX currency translation and transaction gains and losses, 
 (B) to the
extent included in Consolidated Net Income, there shall be excluded in determining Consolidated EBITDAX for any period any non-cash gain or loss attributable to the mark-to-market movement in the valuation of Hedging Obligations (to the extent the
cash impact resulting from such gain or loss has not been realized) or other derivative instruments pursuant to Financial Accounting Standards Codification No. 815 and its related pronouncements and interpretations, 

(C) there shall be included in determining Consolidated EBITDAX for any period, without duplication, (A) the Acquired
EBITDAX of any Person or business or attributable to any property or asset, acquired by the Borrower or any Restricted Subsidiary during such period (but not the Acquired EBITDAX of any related Person or business or any Acquired EBITDAX attributable
to any assets or property, in each case to the extent not so acquired) to the extent not subsequently sold, transferred, abandoned or otherwise Disposed of by the Borrower or such Restricted Subsidiary (each such Person, business, property or asset
acquired and not subsequently so Disposed of, an “Acquired Entity or Business”) and the Acquired EBITDAX of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (each, a “Converted
Restricted Subsidiary”), based on the actual Acquired EBITDAX of such Pro Forma Entity for such period (including the portion thereof occurring prior to such acquisition or conversion) determined on a historical Pro Forma Basis, and
(B) an adjustment equal to the amount of the Pro Forma Adjustment shall be added back to Consolidated EBTDAX for such period (including the portion thereof occurring prior to such acquisition or conversion) as specified in a Pro Forma
Adjustment Certificate and delivered to the Administrative Agent (for further delivery to the Lenders), and 
 (D) to the
extent included in Consolidated Net Income, there shall be excluded in determining Consolidated EBITDAX for any period, the Disposed EBITDAX of any Person or business or attributable to any property or asset (other than an Unrestricted Subsidiary)
sold, transferred, abandoned or otherwise Disposed of or closed by the Borrower or any Restricted Subsidiary during such period (each such Person, business, property or asset so sold or Disposed of or closed, a “Sold Entity or
Business”), and the Disposed EBITDAX of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each, a “Converted Unrestricted Subsidiary”) based on the actual Disposed EBITDAX of
such Pro Forma Entity for such period (including the portion thereof occurring prior to such sale, transfer, abandonment or Disposition, closure or conversion) determined on a historical Pro Forma Basis. 

  
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 Notwithstanding anything to the contrary contained herein and subject to adjustment as provided in clauses
(C) and (D) of the immediately preceding proviso with respect to acquisitions and Dispositions occurring following the Closing Date and adjustments as provided under clauses (a)(xii) or (xiii) above,
Consolidated EBITDAX shall be deemed to be $296,600,000 and $266,800,000 for the fiscal-quarters ended June 30, 2011 and September 30, 2011, respectively. 

Notwithstanding the foregoing, the aggregate amount of addbacks made pursuant to subclauses (xii) and (xiii) of clause
(a) above in any Test Period shall not exceed 15% of Consolidated EBITDA (prior to giving effect to such addbacks) for such Test Period. 

“Consolidated Net Income” shall mean, for any period, the net income (loss) attributable to the Borrower and the Restricted
Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, excluding, without duplication, 

(a) any extraordinary, unusual or non-recurring charges and gains for such period (less all fees and expenses relating
thereto), including any unusual or non-recurring operating expenses directly attributable to the implementation of cost savings initiatives, severance costs, relocation costs, signing costs, retention or completion bonuses, transition costs, costs
related to the closure and/or consolidation of facilities and costs from curtailments or modifications to pension and post-retirement employee benefit plans for such period, 

(b) the cumulative effect of a change in accounting principles during such period to the extent included in Consolidated Net
Income, 
 (c) Transaction Expenses, to the extent incurred on or prior to December 31, 2012, 

(d) any fees and expenses incurred during such period, or any amortization thereof for such period, in connection with any
acquisition, investment, recapitalization, asset Disposition, issuance, incurrence or Refinancing of debt, issuance of equity securities, refinancing transaction or amendment or other modification of any debt instrument (in each case, including any
such transaction consummated prior to the Closing Date and any such transaction undertaken but not completed) and any charges or non-recurring acquisition costs incurred during such period as a result of any such transaction, 

(e) any income (or loss) for such period attributable to the early extinguishment of Indebtedness (other than Hedging
Obligations), 
 (f) any unrealized income (or loss) for such period attributable to Hedging Obligations or other derivative
instruments, 
 (g) accruals and reserves established or adjusted, or other charges required as a result of, the adoption or
modification of accounting policies during such period, and 
 (h) any net income (or loss) for such period of any Person
that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting; provided that Consolidated Net Income of the Borrower shall be increased by the amount of dividends or distributions or other payments that are
actually received by the Borrower or a Restricted Subsidiary in cash or Permitted Investments (or to the extent converted into cash or Permitted Investment). 

There shall be excluded from Consolidated Net Income for any period the effects from applying purchase accounting, including
applying purchase accounting to inventory, property and equipment, software and other intangible assets and deferred revenue required or permitted by GAAP and related authoritative pronouncements (including the effects of such adjustments pushed
down to the Borrower and the Restricted Subsidiaries), as a result of any acquisition consummated prior to the Closing Date, the Transactions and any Permitted Acquisitions (or Investments similar to those made for Permitted Acquisitions) or the
amortization or write-off of any amounts thereof. 

  
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 “Consolidated Total Assets” shall mean, as of any date of determination, the
amount that would, in conformity with GAAP, be set forth opposite the caption “total assets” (or any like caption) on a consolidated balance sheet of the Borrower and the Restricted Subsidiaries at such date. 

“Consolidated Total Debt” shall mean, as of any date of determination, all Indebtedness of the types described in clauses
(a) and (b) (other than intercompany Indebtedness owing to the Borrower or any Restricted Subsidiary), clause (d) (but, in the case of clause (d), only to the extent of any unreimbursed drawings under any
letter of credit) and clause (f) of the definition thereof, in each case actually owing by the Borrower and the Restricted Subsidiaries on such date and to the extent appearing on the balance sheet of the Borrower determined on a
consolidated basis in accordance with GAAP (provided that the amount of any Capitalized Lease Obligations or any such Indebtedness issued at a discount to its face value shall be determined in accordance with GAAP) minus (b) the
aggregate cash and Permitted Investments (in each case, free and clear of all Liens, other than Permitted Liens and other nonconsensual Liens permitted by Section 10.2 and Liens permitted by Sections 10.2(a), (h),
(i) and (l) and clauses (i) and (ii) of Section 10.2(n)) included in the cash and cash equivalents accounts listed on the consolidated balance sheet of the Borrower and the Restricted
Subsidiaries at such date. 
 “Consolidated Total Debt to Consolidated EBITDAX Ratio” shall mean, as of any date of
determination, the ratio of (a) Consolidated Total Debt as of the last day of the most recent Test Period ended on or prior to such date of determination to (b) Consolidated EBITDAX for such Test Period. 

“Continuing Director” shall mean, at any date, an individual (a) who is a member of the board of directors of the
Borrower on the Closing Date, (b) who, as of the date of determination, has been a member of such board of directors for at least the twelve preceding months, (c) who has been nominated to be a member of such board of directors, directly
or indirectly, by a Co-Investor or Persons nominated by a Co-Investor or (d) who has been nominated or designated to be a member of such board of directors by a majority of the other Continuing Directors then in office. 

“Contractual Requirement” shall have the meaning provided in Section 8.3. 

“Converted Restricted Subsidiary” shall have the meaning provided in the definition of the term “Consolidated
EBITDAX.” 
 “Converted Unrestricted Subsidiary” shall have the meaning provided in the definition of the term
“Consolidated EBITDAX.” 
 “Credit Documents” shall mean this Agreement, the Guarantee, the Security Documents,
each Letter of Credit, any promissory notes issued by the Borrower under this Agreement, any Extension Amendment, any Incremental Agreement and any intercreditor agreement with respect to the Facility entered into after the Closing Date to which the
Collateral Agent is party. 
 “Credit Event” shall mean and include the making (but not the conversion or continuation) of
a Loan and the issuance of a Letter of Credit. 
 “Credit Party” shall mean each of the Borrower and the Guarantors. 

“Crestview” shall mean Crestview Partners II GP, L.P. 

  
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 “Cure Amount” shall have the meaning provided in Section 11.11(a).

 “Cure Deadline” shall have the meaning provided in Section 11.11(a). 

“Cure Right” shall have the meaning provided in Section 11.11(a). 

“Debt Repayment” shall mean the purchase, repayment, prepayment, repurchase or redemption of the Indebtedness of the Credit
Parties that is identified on Schedule 1.1(b). 
 “Default” shall mean any event, act or condition that with notice
or lapse of time, or both, would constitute an Event of Default. 
 “Default Rate” shall have the meaning provided in
Section 2.8(c). 
 “Defaulting Lender” shall mean any Lender whose acts or failure to act, whether directly or
indirectly, cause it to meet any part of the definition of “Lender Default”. 
 “Disposed EBITDAX” shall mean,
with respect to any Sold Entity or Business or any Converted Unrestricted Subsidiary for any period, the amount for such period of Consolidated EBITDAX of such Sold Entity or Business or Converted Unrestricted Subsidiary (determined as if references
to the Borrower and the Restricted Subsidiaries in the definition of Consolidated EBITDAX were references to such Sold Entity or Business or Converted Unrestricted Subsidiary and its respective Subsidiaries), all as determined on a consolidated
basis for such Sold Entity or Business or Converted Unrestricted Subsidiary, as the case may be. 
 “Disposition” shall have
the meaning provided in Section 10.4. “Dispose” shall have a correlative meaning. 
 “Disqualified
Stock” shall mean, with respect to any Person, any Stock or Stock Equivalents of such Person which, by its terms, or by the terms of any security into which it is convertible or for which it is putable or exchangeable, or upon the happening
of any event, matures or is mandatorily redeemable (other than solely for Stock or Stock Equivalents that is not Disqualified Stock), other than as a result of a change of control or asset sale, pursuant to a sinking fund obligation or otherwise, or
is redeemable at the option of the holder thereof (other than as a result of a change of control or asset sale to the extent the terms of such Stock or Stock Equivalents provide that such Stock or Stock Equivalents shall not be required to be
repurchased or redeemed until the Latest Maturity Date has occurred or such repurchase or redemption is otherwise permitted by this Agreement (including as a result of a waiver hereunder)), in whole or in part, in each case prior to the date that is
91 days after the Latest Maturity Date hereunder; provided that, if such Stock or Stock Equivalents are issued to any plan for the benefit of employees of the Borrower or its Subsidiaries or by any such plan to such employees, such Stock or
Stock Equivalents shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Borrower or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations; provided, further,
that any Stock or Stock Equivalents held by any future, present or former employee, director, manager or consultant of the Borrower, any of its Subsidiaries or any of its direct or indirect parent companies or any other entity in which the Borrower
or a Restricted Subsidiary has an Investment and is designated in good faith as an “affiliate” by the board of directors or managers of the Borrower, in each case pursuant to any equity holders’ agreement, management equity plan or
stock incentive plan or any other management or employee benefit plan or agreement shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Borrower or its Subsidiaries. 

  
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 “Disregarded Entity” shall mean any Domestic Subsidiary that is disregarded for
U.S. federal income tax purposes. 
 “Dividends” shall have the meaning provided in Section 10.6. 

“Documentation Agent” shall have the meaning provided in the recitals to this Agreement. 

“Dollars” and “$” shall mean dollars in lawful currency of the United States of America. 

“Domestic Subsidiary” shall mean each Subsidiary of the Borrower that is organized under the laws of the United States or any
state thereof, or the District of Columbia. 
 “Drawing” shall have the meaning provided in Section 3.4(b).

 “Engineering Reports” shall have the meaning provided in Section 2.14(c). 

“Environmental Claims” shall mean any and all actions, suits, orders, decrees, demands, demand letters, claims, liens,
notices of noncompliance, violation or potential responsibility or investigation (other than internal reports prepared by or on behalf of the Borrower or any of the Subsidiaries (a) in the ordinary course of such Person’s business or
(b) as required in connection with a financing transaction or an acquisition or disposition of real estate) or proceedings arising under or based upon any Environmental Law or any permit issued, or any approval given, under any such
Environmental Law (hereinafter, “Claims”), including, without limitation, (i) any and all Claims by governmental or regulatory authorities for enforcement, cleanup, removal, response, remedial or other actions or damages
pursuant to any applicable Environmental Law and (ii) any and all Claims by any third party seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief relating to the presence, release or threatened release
of Hazardous Materials or arising from alleged injury or threat of injury to health or safety (to the extent relating to human exposure to Hazardous Materials), or the environment including, without limitation, ambient air, surface water,
groundwater, land surface and subsurface strata and natural resources such as wetlands. 
 “Environmental Law” shall mean
any applicable Federal, state, foreign or local statute, law, rule, regulation, ordinance, code and rule of common law now or hereafter in effect and in each case as amended, and any binding judicial or administrative interpretation thereof,
including any binding judicial or administrative order, consent decree or judgment, relating to the protection of the environment, including, without limitation, ambient air, surface water, groundwater, land surface and subsurface strata and natural
resources such as wetlands, or human health or safety (to the extent relating to human exposure to Hazardous Materials), or Hazardous Materials. 

“Equity Investment” shall have the meaning provided in the recitals to this Agreement. 

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time. Section references to
ERISA are to ERISA as in effect on the Closing Date and any subsequent provisions of ERISA amendatory thereof, supplemental thereto or substituted therefor. 

“ERISA Affiliate” shall mean each person (as defined in Section 3(9) of ERISA) that together with the Borrower would be
deemed to be a “single employer” within the meaning of Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under
Section 414 of the Code. 
 “Event of Default” shall have the meaning provided in Section 11. 

  
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 “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated thereunder. 
 “Exchange Rate” shall mean on any day with respect to any currency
(other than Dollars), the rate at which such currency may be exchanged into any other currency (including Dollars), as set forth at approximately 11:00 a.m. (London time) on such day on the Reuters World Currency Page for such currency. In the event
that such rate does not appear on any Reuters World Currency Page, the Exchange Rate shall be determined by reference to such other publicly available service for displaying exchange rates as may be agreed by the Administrative Agent and the
Borrower, or, in the absence of such agreement, such Exchange Rate shall instead be the arithmetic average of the spot rates of exchange of the Administrative Agent in the market where its foreign currency exchange operations in respect of such
currency are then being conducted, at or about 11:00 a.m., local time, on such date for the purchase of the relevant currency for delivery two Business Days later. 

“Excluded Stock” shall mean (a) any Stock or Stock Equivalents with respect to which, in the reasonable judgment of the
Administrative Agent (confirmed in writing by notice to the Borrower and the Collateral Agent), the cost or other consequences of pledging such Stock or Stock Equivalents in favor of the Secured Parties under the Security Documents shall be
excessive in view of the benefits to be obtained by the Secured Parties therefrom, (b) solely in the case of any pledge of Stock or Stock Equivalents of any Foreign Corporate Subsidiary or FSHCO to secure the Obligations, any Stock or Stock
Equivalents that is Voting Stock of such Foreign Corporate Subsidiary or FSHCO in excess of 66% of the outstanding Stock and Stock Equivalents of such class and, solely in the case of a pledge of Stock or Stock Equivalents of any Disregarded Entity
substantially all of whose assets consist of Stock and Stock Equivalents of Foreign Corporate Subsidiaries to secure the Obligations, any Stock or Stock Equivalents of such Disregarded Entity in excess of 66% of the outstanding Stock and Stock
Equivalents of such entity (such percentages to be adjusted upon any change of law as may be required to avoid adverse U.S. federal income tax consequences to the Borrower or any Subsidiary), (c) any Stock or Stock Equivalents to the extent the
pledge thereof would be prohibited by any Requirement of Law, (d) in the case of (i) any Stock or Stock Equivalents of any Subsidiary to the extent the pledge of such Stock or Stock Equivalents is prohibited by Contractual Requirements or
(ii) any Stock or Stock Equivalents of any Subsidiary that is not wholly owned by the Borrower and its Restricted Subsidiaries at the time such Subsidiary becomes a Subsidiary, any Stock or Stock Equivalents of each such Subsidiary described in
clause (i) or (ii) to the extent (A) that a pledge thereof to secure the Obligations is prohibited by any applicable Contractual Requirement (other than customary non-assignment provisions which are ineffective under the Uniform
Commercial Code or other applicable Requirements of Law), (B) any Contractual Requirement prohibits such a pledge without the consent of any other party; provided that this clause (B) shall not apply if (1) such other party is
a Credit Party or a wholly owned Restricted Subsidiary or (2) consent has been obtained to consummate such pledge (it being understood that the foregoing shall not be deemed to obligate the Borrower or any Subsidiary to obtain any such
consent)) and for so long as such Contractual Requirement or replacement or renewal thereof is in effect, or (C) a pledge thereof to secure the Obligations would give any other party (other than a Credit Party or a wholly owned Restricted
Subsidiary) to any Contractual Requirement governing such Stock or Stock Equivalents the right to terminate its obligations thereunder (other than customary non-assignment provisions that are ineffective under the Uniform Commercial Code or other
applicable Requirement of Law), (e) the Stock or Stock Equivalents of any Immaterial Subsidiary and any Unrestricted Subsidiary, (f) the Stock or Stock Equivalents of any Subsidiary of a Foreign Corporate Subsidiary, (g) any Stock or
Stock Equivalents of any Subsidiary to the extent that the pledge of such Stock or Stock Equivalents would result in material adverse tax consequences to the Borrower or any Subsidiary as reasonably determined by the Borrower and (h) any Stock
or Stock Equivalents set forth on Schedule 1.1(c) which have been identified on or prior to the Closing Date in writing to the Administrative Agent by an Authorized Officer of the Borrower and agreed to by the Administrative Agent. 

  
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 “Excluded Subsidiary” shall mean (a) each Domestic Subsidiary listed on
Schedule 1.1(d) and each future Domestic Subsidiary, in each case, for so long as any such Subsidiary does not constitute a Material Subsidiary, (b) each Domestic Subsidiary that is not a wholly owned Subsidiary on any date such
Subsidiary would otherwise be required to become a Guarantor pursuant to the requirements of Section 9.11 (for so long as such Subsidiary remains a non-wholly owned Restricted Subsidiary), (c) any Disregarded Entity substantially
all the assets of which consist of Stock and Stock Equivalents of Foreign Corporate Subsidiaries, (d) each Domestic Subsidiary that is prohibited by any applicable Contractual Requirement or Requirement of Law from guaranteeing or granting
Liens to secure the Obligations at the time such Subsidiary becomes a Restricted Subsidiary (and for so long as such restriction or any replacement or renewal thereof is in effect) or that would require consent, approval, license or authorization of
a Governmental Authority to guarantee or grant Liens to secure the Obligations at the time such Subsidiary becomes a Restricted Subsidiary (unless such consent, approval, license or authorization has been received), (e) each Domestic Subsidiary
that is a Subsidiary of a Foreign Corporate Subsidiary, (f) each other Domestic Subsidiary acquired pursuant to a Permitted Acquisition financed with secured Indebtedness incurred pursuant to Section 10.1(j) and permitted by the
proviso to subclause (C) of Section 10.1(j) and each Restricted Subsidiary thereof that guarantees such Indebtedness to the extent and so long as the financing documentation relating to such Permitted Acquisition to which
such Restricted Subsidiary is a party prohibits such Restricted Subsidiary from guaranteeing or granting a Lien on any of its assets to secure the Obligations, (g) any other Domestic Subsidiary with respect to which, (x) in the reasonable
judgment of the Administrative Agent and the Borrower, the cost or other consequences of providing a Guarantee of the Obligations shall be excessive in view of the benefits to be obtained by the Lenders therefrom or (y) providing such a
Guarantee would result in material adverse tax consequences as reasonably determined by the Borrower, and (h) each Unrestricted Subsidiary. 

“Excluded Taxes” shall mean, with respect to the Administrative Agent, any Lender or any other recipient of any payment to be
made by or on account of any obligation of any Credit Party hereunder or under any other Credit Document, (i) Taxes imposed on or measured by its overall net income or branch profits (however denominated, and including (for the avoidance of
doubt) any backup withholding in respect thereof under Section 3406 of the Code or any similar provision of state, local or foreign law), and franchise (and similar) Taxes imposed on it (in lieu of net income Taxes), in each case by a
jurisdiction (including any political subdivision thereof) as a result of such recipient being organized in, having its principal office in, or in the case of any Lender, having its applicable lending office in, such jurisdiction, or as a result of
any other present or former connection with such jurisdiction (other than any such connection arising solely from this Agreement or any other Credit Documents or any transactions contemplated thereunder), (ii) except in the case of a Lender
that is an assignee pursuant to a request by the Borrower under Section 13.7, in the case of a Non-U.S. Lender, any United States federal withholding Tax imposed on any payment by or on account of any obligation of any Credit Party
hereunder or under any other Credit Document that (A) is required to be imposed on amounts payable to such Non-U.S. Lender pursuant to laws in force at the time such Non-U.S. Lender becomes a party hereto (or designates a new lending office),
except to the extent that such Non-U.S. Lender (or its assignor, if any) was entitled, immediately prior to the designation of a new lending office (or assignment), to receive additional amounts or indemnification payments from any Credit Party with
respect to such withholding Tax pursuant to Section 5.4 or (B) is attributable to such Non-U.S. Lender’s failure to comply with Section 5.4(e) or (iii) any United States federal withholding Tax imposed under
FATCA. 
 “Existing Class” shall have the meaning provided in Section 2.17. 

“Existing Commitment” shall have the meaning provided in Section 2.17. 

“Existing Letters of Credit” shall mean each letter of credit existing on the Closing Date and identified on Schedule 1.1(e)
and any amendments, extensions and renewals thereof. 

  
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 “Existing Loans” shall have the meaning provided in Section 2.17.

 “Extended Commitments” shall have the meaning provided in Section 2.17. 

“Extended Loans” shall have the meaning provided in Section 2.17. 

“Extending Lender” shall have the meaning provided in Section 2.17. 

“Extension Amendment” shall have the meaning provided in Section 2.17. 

“Extension Date” shall have the meaning provided in Section 2.17. 

“Extension Election” shall have the meaning provided in Section 2.17. 

“Extension Request” shall have the meaning provided in Section 2.17. 

“Extension Series” shall mean all Extended Commitments that are established pursuant to the same Extension Amendment (or any
subsequent Extension Amendment to the extent such Extension Amendment expressly provides that the Extended Commitments provided for therein are intended to be a part of any previously established Extension Series) and that provide for the same
interest margins, extension fees, maturity and other terms. 
 “Facility” shall mean this Agreement and the Commitments and
the extensions of credit made hereunder. 
 “Fair Market Value” shall mean, with respect to any asset or group of assets on
any date of determination, the value of the consideration obtainable in a Disposition of such asset at such date of determination assuming a Disposition by a willing seller to a willing purchaser dealing at arm’s length and arranged in an
orderly manner over a reasonable period of time having regard to the nature and characteristics of such asset, as reasonably determined by the Borrower. 

“Fair Value” shall mean the amount at which the assets (both tangible and intangible), in their entirety, of the Borrower and
its Subsidiaries taken as a whole would change hands between a willing buyer and a willing seller, within a commercially reasonable period of time, each having reasonable knowledge of the relevant facts, with neither being under any compulsion to
act. 
 “FATCA” shall mean Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or
successor version that is substantively comparable and not materially more onerous to comply with), or any Treasury regulations promulgated thereunder or official administrative interpretations thereof. 

“Federal Funds Effective Rate” shall mean, for any day, the weighted average of the per annum rates on overnight federal
funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published on the next succeeding Business Day by the Federal Reserve Bank of New York or, if such rate is not so published for any date
that is a Business Day, the Federal Funds Effective Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative
Agent from three Federal Funds brokers of recognized standing selected by it. 
 “Financial Performance Covenant” shall
mean the covenant of the Borrower set forth in Section 10.11. 

  
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 “Foreign Corporate Subsidiary” shall mean a Foreign Subsidiary that is treated
as a corporation for U.S. federal income tax purposes. 
 “Foreign Plan” shall mean any employee benefit plan, program,
policy, arrangement or agreement maintained or contributed to by the Borrower or any of its Subsidiaries with respect to employees employed outside the United States. 

“Foreign Subsidiary” shall mean each Subsidiary of the Borrower that is not a Domestic Subsidiary. 

“Fronting Fee” shall have the meaning provided in Section 4.1(c). 

“FSHCO” shall mean any direct or indirect Subsidiary that has no material assets other than the Stock of one or more direct
or indirect Foreign Corporate Subsidiaries 
 “Fund” shall mean any Person (other than a natural person) that is (or will
be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course. 

“GAAP” shall mean generally accepted accounting principles in the United States of America, as in effect from time to time.

 “Governmental Authority” shall mean any nation, sovereign or government, any state, province, territory or other
political subdivision thereof, and any entity or authority exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including a central bank or stock exchange. 

“Granting Lender” shall have the meaning provided in Section 13.6(g). 

“Guarantee” shall mean the Guarantee made by any Guarantor in favor of the Collateral Agent for the benefit of the Secured
Parties, substantially in the form of Exhibit D. 
 “Guarantee Obligations” shall mean, as to any Person, any
obligation of such Person guaranteeing or intended to guarantee any Indebtedness of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including any obligation of such Person, whether or not
contingent, (a) to purchase any such Indebtedness or any property constituting direct or indirect security therefor, (b) to advance or supply funds (i) for the purchase or payment of any such Indebtedness or (ii) to maintain
working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (c) to purchase property, securities or services primarily for the purpose of assuring the owner of any such
Indebtedness of the ability of the primary obligor to make payment of such Indebtedness or (d) otherwise to assure or hold harmless the owner of such Indebtedness against loss in respect thereof; provided, however, that the term
“Guarantee Obligations” shall not include endorsements of instruments for deposit or collection in the ordinary course of business or customary and reasonable indemnity obligations in effect on the Closing Date or entered into in
connection with any acquisition or Disposition of assets permitted under this Agreement (other than such obligations with respect to Indebtedness). The amount of any Guarantee Obligation shall be deemed to be an amount equal to the stated or
determinable amount of the Indebtedness in respect of which such Guarantee Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder)
as determined by such Person in good faith. 

  
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 “Guarantors” shall mean Holdings and each Domestic Subsidiary listed on
Schedule 1.1(f) and each other Domestic Subsidiary (other than an Excluded Subsidiary) that becomes a party to the Guarantee after the Closing Date pursuant to Section 9.11 or otherwise. 

“Gulf Coast and Offshore Reorganization” shall have the meaning provided in the Stock Purchase Agreement. 

“Hazardous Materials” shall mean (a) any petroleum or petroleum products, radioactive materials, friable asbestos, urea
formaldehyde foam insulation, transformers or other equipment that contain dielectric fluid containing regulated levels of polychlorinated biphenyls, and radon gas, (b) any chemicals, materials or substances defined as or included in the
definition of “hazardous substances”, “hazardous waste”, “hazardous materials”, “extremely hazardous waste”, “restricted hazardous waste”, “toxic substances”, “toxic pollutants”,
“contaminants”, or “pollutants”, or words of similar import, under any applicable Environmental Law and (c) any other chemical, material or substance, which is prohibited, limited or regulated by any Environmental Law. 

“Hedge Agreements” shall mean (a) any and all rate swap transactions, basis swaps, credit derivative transactions,
forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index
transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, fixed-price
physical delivery contracts, whether or not exchange traded, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by
or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps
and Derivatives Association, Inc., any International Foreign Exchange Master Agreement or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such
obligations or liabilities under any Master Agreement. Notwithstanding the foregoing, agreements or obligations to physically sell any commodity at any index-based price shall not be considered Hedge Agreements. 

“Hedge Bank” shall mean (a) any Person (other than the Borrower or any of its Subsidiaries) that (x) at the time it
enters into a Hedge Agreement is a Lender or Agent or an Affiliate of a Lender or Agent, or (y) at any time after it enters into a Hedge Agreement it becomes a Lender or Agent or an Affiliate of a Lender or Agent or (b) with respect to any
Hedge Agreement that is in effect on the Closing Date, any Person (other than the Borrower or any of its Subsidiaries) that (x) is a Lender or Agent or an Affiliate of a Lender or Agent on the Closing Date or (y) is listed on Schedule
1.1(g) (and, in the case of this clause (y), any Affiliate of such Person). 
 “Hedge PV” shall mean, with respect to
any commodity Hedge Agreement, the present value, discounted at 9% per annum, of the future receipts expected to be paid to the Borrower or the Restricted Subsidiaries under such Hedge Agreement netted against the most recent Bank Price Deck
provided to the Borrower by the Administrative Agent pursuant to Section 2.14(i); provided, however, that the “Hedge PV” shall never be less than $0.00. 

“Hedging Condition” shall mean the circumstance that as of the later of (x) the date that is 90 days following the
Closing Date and (y) April 1, 2012, the Borrower shall have entered into Hedge Agreements in respect of commodities the net notional volumes for which are not less than 50% of the reasonably anticipated projected Hydrocarbon production
from the Credit Parties’ total Proved Developed Producing Reserves as forecast based upon the Initial Reserve Report for a term of five years (or for a shorter period if an equal amount of such notional volumes is hedged on a weighted-average
basis (e.g., 100% of such anticipated production for a period of 2.5 years)). 

  
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 “Hedging Obligations” shall mean, with respect to any Person, the obligations of
such Person under Hedge Agreements. 
 “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 Loans under laws applicable to such Lender which are presently in effect or, to the extent allowed by law, under such
applicable laws which may hereafter be in effect and which allow a higher maximum nonusurious interest rate than applicable laws allow as of the date hereof. 

“Historical Financial Statements” shall mean (a) the audited consolidated balance sheets of Samson and its consolidated
Subsidiaries as of June 30, 2010 and 2011, and the related audited statements of income and comprehensive income, statements of changes in shareholders’ equity and statements of cash flows for each of the fiscal years in the three-year
period ended June 30, 2011 and (b) the unaudited interim consolidated balance sheets of Samson and its consolidated Subsidiaries as of September 30, 2010 and 2011, and the related statements of income and comprehensive income,
statements of changes in shareholders’ equity and statements of cash flows for the quarters ended September 30, 2010 and 2011. 

“Holdings” shall have the meaning provided in the recitals to this Agreement. 

“Hydrocarbon Interests” shall mean 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” shall mean oil, gas, casinghead gas, drip gasoline, natural gasoline, condensate,
distillate, liquid hydrocarbons, gaseous hydrocarbons and all products refined or separated therefrom. 
 “Identified Contingent
Liabilities” shall mean the maximum estimated amount of liabilities reasonably likely to result from pending litigation, asserted claims and assessments, guaranties, uninsured risks and other contingent liabilities of the Borrower and its
Subsidiaries taken as a whole after giving effect to the Transactions (including all fees and expenses related thereto but exclusive of such contingent liabilities to the extent reflected in Stated Liabilities), as identified and explained in terms
of their nature and estimated magnitude by responsible officers of the Borrower. 
 “Immaterial Subsidiary” shall mean any
Subsidiary that is not a Material Subsidiary. 
 “Increasing Lender” shall have the meaning provided in
Section 2.16. 
 “Incremental Agreement” shall have the meaning provided in Section 2.16. 

“Incremental Increase” shall have the meaning provided in Section 2.16. 

“Indebtedness” of any Person shall mean (a) all indebtedness of such Person for borrowed money, (b) all obligations
of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments, (c) the deferred purchase price of assets or services that in accordance with GAAP would be included as a liability on the balance sheet of such
Person (other than (i) any earn-out obligation until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP 

  
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 and (ii) obligations resulting under firm transportation contracts or take or pay contracts entered into in
the ordinary course of business), (d) the face amount of all letters of credit issued for the account of such Person and, without duplication, all drafts drawn thereunder, (e) all indebtedness (excluding prepaid interest thereon) of any
other Person secured by any Lien on any property owned by such Person, whether or not such Indebtedness has been assumed by such Person, (f) the principal component of all Capitalized Lease Obligations of such Person, (g) net Hedging
Obligations of such Person, (h) all obligations of such Person in respect of Disqualified Stock, (i) obligations to deliver commodities, goods or services, including Hydrocarbons, in consideration of one or more advance payments, other
than obligations relating to net oil, natural gas liquids or natural gas balancing arrangements arising in the ordinary course of business, (j) 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 (k) without duplication, all Guarantee Obligations of such Person; provided that Indebtedness shall not include (i) trade and other ordinary course payables and accrued
expenses arising in the ordinary course of business, (ii) deferred or prepaid revenue, (iii) purchase price holdbacks in respect of a portion of the purchase price of an asset to satisfy warranty or other unperformed obligations of the
respective seller, (iv) in the case of the Borrower and its Restricted Subsidiaries, all intercompany Indebtedness having a term not exceeding 364 days (inclusive of any roll-over or extensions of terms) and made in the ordinary course of
business and (v) any obligation in respect of a farm-in agreement or similar arrangement whereby such Person agrees to pay all or a share of the drilling, completion or other expenses of an exploratory or development well (which agreement may
be subject to a maximum payment obligation, after which expenses are shared in accordance with the working or participation interest therein or in accordance with the agreement of the parties) or perform the drilling, completion or other operation
on such well in exchange for an ownership interest in an oil or gas property. 
 For purposes hereof, the amount of any net Hedging
Obligations on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of Indebtedness of any Person for purposes of clause (e) above shall be deemed to be equal to the lesser of (i) the
aggregate unpaid amount of such Indebtedness and (ii) the Fair Market Value of the property encumbered thereby as determined by such Person in good faith. 

“Indemnified Liabilities” shall have the meaning provided in Section 13.5. 

“Indemnified Taxes” shall mean all Taxes imposed on or with respect to or measured by, any payment by or on account of any
obligation of any Credit Party hereunder or under any other Credit Document other than (a) Excluded Taxes, (b) Other Taxes and (c) any interest, penalties or expenses caused by an Agent’s or Lender’s gross negligence or
willful misconduct. 
 “Industry Investment” shall mean Investments and expenditures made in the ordinary course of, and of
a nature that is or shall have become customary in, the Oil and Gas business as a means of actively engaging therein through agreements, transactions, interests or arrangements that permit one to share risks or costs, comply with regulatory
requirements regarding local ownership or satisfy other objectives customarily achieved through the conduct of Oil and Gas business jointly with third parties, including: (1) ownership interests in oil and gas properties or gathering,
transportation, processing, or related systems; and (2) Investments and expenditures in the form of or pursuant to operating agreements, processing agreements, farm-in agreements, farm-out agreements, development agreements, area of mutual
interest agreements, unitization agreements, pooling arrangements, joint bidding agreements, service contracts, joint venture agreements, partnership agreements (whether general or limited), and other similar agreements (including for limited
liability companies) with third parties. 
 “Initial Loans” shall have the meaning provided in Section 2.1(a).


  
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 “Initial Maturity Date” shall mean the fifth anniversary of the Closing Date,
or, if such anniversary is not a Business Day, the Business Day immediately following such anniversary. 
 “Initial Reserve
Report” shall mean the reserve engineers’ report as of September 30, 2011 of Netherland, Sewell & Associates, Inc., with respect to the Oil and Gas Properties of the Credit Parties. 

“Intercompany Note” shall mean the Intercompany Subordinated Note, dated as of the Closing Date, substantially in the form of
Exhibit L executed by the Borrower and each other Subsidiary of the Borrower. 
 “Interest Period” shall mean, with
respect to any Loan, the interest period applicable thereto, as determined pursuant to Section 2.9. 
 “Interim
Redetermination” shall have the meaning provided in Section 2.14. 
 “Interim Redetermination Date”
shall mean the date on which a Borrowing Base that has been redetermined pursuant to an Interim Redetermination becomes effective as provided in Section 2.14. 

“Investment” shall mean, for any Person: (a) the acquisition (whether for cash, property, services or securities or
otherwise) of Stock, Stock Equivalents, bonds, notes, debentures, partnership or other ownership interests or other securities of any other Person (including any “short sale” or any sale of any securities at a time when such securities are
not owned by the Person entering into such sale), (b) the making of any deposit with, or advance, loan 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) (including any partnership or joint venture), (c) the entering into of any guarantee of, or other contingent obligation with respect to, Indebtedness or (d) the
purchase or other acquisition (in one transaction or a series of transactions) of (x) all or substantially all of the property and assets or business of another Person or (y) assets constituting a business unit, line of business or
division of such Person; provided that, in the event that any Investment is made by the Borrower or any Restricted Subsidiary in any Person through substantially concurrent interim transfers of any amount through one or more other Restricted
Subsidiaries, then such other substantially concurrent interim transfers shall be disregarded for purposes of Section 10.5. 

“ISP” shall mean, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the
Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance). 

“Issuer Documents” shall mean, with respect to any Letter of Credit, the Letter of Credit Request, and any other document,
agreement and instrument entered into by the Letter of Credit Issuer and the Borrower (or any Restricted Subsidiary) or in favor of the Letter of Credit Issuer and relating to such Letter of Credit. 

“Itochu” shall mean ITOCHU Corporation and its Affiliates. 

“Joint Bookrunners” shall mean J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, Merrill Lynch, Pierce,
Fenner & Smith Incorporated, BMO Capital Markets Corp., Barclays Capital, the investment banking division of Barclays Bank PLC, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Mizuho Corporate Bank, Ltd. and RBC Capital
Markets, LLC, each in its capacity as joint bookrunner in respect of the Facility. 
 “KKR” shall mean Kohlberg Kravis
Roberts & Co., L.P. 

  
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 “Latest Maturity Date” shall mean at any date of determination, the latest
Maturity Date applicable to any Class of Commitments or Loans that is outstanding hereunder on such date of determination, as extended in accordance with this Agreement from time to time. 

“L/C Borrowing” shall mean an extension of credit resulting from a drawing under any Letter of Credit which has not been
reimbursed on the date when made or refinanced as a Borrowing. All L/C Borrowings shall be denominated in Dollars. 
 “L/C Maturity
Date” shall mean the date that is five Business Days prior to the Maturity Date. 
 “L/C Obligations” shall mean,
as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unpaid Drawings, including all L/C Borrowings. For all purposes of this Agreement, if on any date of
determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining
available to be drawn. 
 “L/C Participant” shall have the meaning provided in Section 3.3(a). 

“L/C Participation” shall have the meaning provided in Section 3.3(a). 

“Lead Arrangers” shall mean J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, each in its capacity as lead arranger
in respect of the Facility. 
 “Lender” shall have the meaning provided in the preamble to this Agreement. Unless the
context otherwise requires, the term “Lenders” includes the Swingline Lender. 
 “Lender Default” shall mean
(i) the refusal or failure of any Lender to make available its portion of any incurrence of Loans or participations in Letters of Credit or Swingline Loans, which refusal or failure is not cured within one Business Day after the date of such
refusal or failure; (ii) the failure of any Lender to pay over to the Administrative Agent, any Letter of Credit Issuer, any Swingline Lender or any other Lender any other amount required to be paid by it hereunder within one Business Day of
the date when due, unless the subject of a good faith dispute; (iii) a Lender has notified the Borrower or the Administrative Agent that it does not intend or expect to comply with any of its funding obligations or has made a public statement
to that effect with respect to its funding obligations under the Facility, (iv) the failure by a Lender to confirm in a manner reasonably satisfactory to the Administrative Agent that it will comply with its obligations under the Facility or
(v) a Distressed Person has admitted in writing that it is insolvent or such Distressed Person becomes subject to a Lender-Related Distress Event. 

“Lender-Related Distress Event” shall mean, with respect to any Lender, that such Lender or any Person that directly or
indirectly controls such Lender (each, a “Distressed Person”), as the case may be, is or becomes subject to a voluntary or involuntary case with respect to such Distressed Person under any debt relief law, or a
custodian, conservator, receiver or similar official is appointed for such Distressed Person or any substantial part of such Distressed Person’s assets, or such Distressed Person or any Person that directly or indirectly controls such
Distressed Person is subject to a forced liquidation, or such Distressed Person makes a general assignment for the benefit of creditors or is otherwise adjudicated as, or determined by any Governmental Authority having regulatory authority over such
Distressed Person or its assets to be, insolvent or bankrupt; provided that a Lender-Related Distress Event shall not be deemed to have occurred solely by virtue of (i) the ownership or acquisition of any equity interests in any Lender
or any Person that directly or indirectly controls such Lender by a Governmental Authority or an instrumentality thereof or (ii) an undisclosed administration pursuant to the laws of the Netherlands. 

  
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 “Letter of Credit” shall have the meaning provided in Section 3.1
and shall include the Existing Letters of Credit. 
 “Letter of Credit Commitment” shall mean $200,000,000, as the same may
be reduced from time to time pursuant to Section 3.1. 
 “Letter of Credit Exposure” shall mean, with respect
to any Lender, at any time, the sum of (a) the principal amount of any Unpaid Drawings in respect of which such Lender has made (or is required to have made) payments to the Letter of Credit Issuer pursuant to Section 3.4(a) at such
time and (b) such Lender’s Commitment Percentage of the Letters of Credit Outstanding at such time (excluding the portion thereof consisting of Unpaid Drawings in respect of which the Lenders have made (or are required to have made)
payments to the Letter of Credit Issuer pursuant to Section 3.4(a)) minus the amount of cash or deposit account balances held by the Administrative Agent to Cash Collateralize outstanding Letters of Credit and Unpaid Drawings
under Section 3.8. 
 “Letter of Credit Fee” shall have the meaning provided in Section 4.1(b).

 “Letter of Credit Issuer” shall mean (a) JPMorgan Chase Bank, N.A., any of its Affiliates or any replacement or
successor appointed pursuant to Section 3.6, (b) Bank of Montreal and any of its Affiliates, (c) Compass Bank and any of its Affiliates, and (d) if requested by the Borrower (subject to the consent of the Administrative
Agent, which consent shall not be unreasonably withheld, delayed or conditioned) any other Person who is at the time of such request a Lender (it being understood that if any such Person ceases to be a Lender hereunder, such Person will remain a
Letter of Credit Issuer with respect to any Letters of Credit issued by such Person that remained outstanding as of the date such Person ceased to be a Lender). If the Borrower requests JPMorgan Chase Bank, N.A. to issue a Letter of Credit, JPMorgan
Chase Bank, N.A. may, in its discretion, arrange for such Letter of Credit to be issued by Affiliates of the Administrative Agent or any Lender, and in each such case the term “Letter of Credit Issuer” shall include any such Affiliate or
Lender with respect to Letters of Credit issued by such Affiliate or Lender. References herein and in the other Credit Documents to the Letter of Credit Issuer shall be deemed to refer to the Letter of Credit Issuer in respect of the applicable
Letter of Credit or to all Letter of Credit Issuers, as the context requires. 
 “Letter of Credit Request” shall have the
meaning provided in Section 3.2. 
 “Letters of Credit Outstanding” shall mean, at any time, the sum of,
without duplication, (a) the aggregate Stated Amount of all outstanding Letters of Credit and (b) the aggregate principal amount of all Unpaid Drawings in respect of all Letters of Credit. 

“LIBOR Loan” shall mean any Loan bearing interest at a rate determined by reference to the LIBOR Rate (other than an ABR Loan
bearing interest by reference to the LIBOR Rate by virtue of clause (c) of the definition of ABR). 
 “LIBOR Rate”
shall mean, for any Interest Period with respect to any Borrowing of a LIBOR Loan, the interest rate per annum appearing on Reuters Screen LIBOR01 Page (or on any successor page or any successor service, or any substitute page or substitute for
such service, providing rate quotations comparable to those currently provided on Reuters Screen LIBOR01 Page, 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 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 “LIBOR Rate” with respect to such Borrowing of such LIBOR Loan for such Interest 

  
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 Period shall be determined by the Administrative Agent by reference to such other comparable publicly available
service for displaying the offered rate for dollar deposits in the London interbank market as may be selected by the Administrative Agent and, in the absence of availability, then such rate shall be the rate at which dollar deposits of an amount
comparable to the Borrowing of such LIBOR Loan and for a maturity comparable to such Interest Period are offered by the principal 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” shall mean 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 (a) the lien or security interest arising from a mortgage, encumbrance, pledge, security agreement or a financing lease, consignment or bailment for security purposes or (b) Production Payments and the like payable out of Oil and
Gas Properties; provided that in no event shall an operating lease be deemed to be a Lien. 
 “Liquidity” shall
mean, as of any date of determination, the sum of (a) the Available Commitment on such date and (b) the aggregate amount of cash and cash equivalents (in each case, free and clear of all Liens, other than Permitted Liens and nonconsensual
Liens permitted by Section 10.2 and Liens permitted by Sections 10.2(a), (h), (i) and (l) and clauses (i) and (ii) of Section 10.2(n)) included in the cash and cash
equivalents accounts listed on the consolidated balance sheet of the Borrower and the Restricted Subsidiaries at such date, less the amount, if any, of the Borrowing Base Deficiency existing on such date of determination. 

“Loan Limit” shall mean, at any time, the lesser of (a) the Total Commitment at such time and (b) the Borrowing
Base at such time (including as it may be reduced pursuant to Section 2.14(h)). 
 “Loan” shall mean any
Initial Loan, Extended Loan or Swingline Loan made by any Lender hereunder. 
 “Majority Lenders” shall mean, at any date,
(a) Non-Defaulting Lenders having or holding a majority of the Adjusted Total Commitment at such date, or (b) if the Total Commitment has been terminated or for the purposes of acceleration pursuant to Section 11,
Non-Defaulting Lenders having or holding a majority of the outstanding principal amount of the Loans, the Swingline Exposure and Letter of Credit Exposure (excluding the Loans, Swingline Exposure and Letter of Credit Exposure of Defaulting Lenders)
in the aggregate at such date. 
 “Mandatory Borrowing” shall have the meaning provided in Section 2.1(c). 

“Material Adverse Change” shall mean any effect, change, event, occurrence, development, or state of facts that, individually
or in the aggregate with all other such effects, changes, events, occurrences, developments, or states of fact, (A) has had, or would reasonably be expected to have, a material adverse effect on the business, assets, liabilities, condition
(financial or otherwise) or results of operations of the Borrower and the Borrower’s Subsidiaries, taken as a whole, or (B) would, or would reasonably be expected to, prevent or materially impair the ability of the Borrower or the Seller
to consummate the transactions contemplated by the Stock Purchase Agreement, but expressly excluding in each case any such effect, change, event, occurrence, development, or state of facts to the extent arising out of or resulting from:
(i) general economic conditions (or changes in such conditions) in the United States or conditions in the global economy generally that do not affect the Borrower and its Subsidiaries, taken as a whole, disproportionately when considered in the
context of the oil and gas exploration and production industry generally (in which case only such disproportionate impact shall be considered), (ii) conditions (or changes in such conditions) generally affecting the oil and gas exploration and


  
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production industry that do not affect the Borrower and its Subsidiaries, taken as a whole, disproportionately (in which case only such disproportionate impact shall be considered),
(iii) conditions (or changes in such conditions) in the financial markets, credit markets or capital markets in the United States or any other country or region, including (A) changes in interest rates in the United States or any other
country and changes in exchange rates for the currencies of any countries or (B) any suspension of trading in securities (whether equity, debt, derivative or hybrid securities) generally on any securities exchange or over-the-counter market
operating in the United States or any other country or region in each case, that do not affect the Borrower and its Subsidiaries together as a whole disproportionately when considered in the context of the oil and gas exploration and production
industry generally (in which case only such disproportionate impact shall be considered), (iv) changes in national, regional, state, local or foreign wholesale or retail markets or prices for Hydrocarbons (as defined in the Stock Purchase
Agreement) or the gathering, transportation, treatment or processing thereof, (v) conditions resulting from the announcement of the identity of Holdings (or its Affiliates) as the purchaser of the Borrower under the Stock Purchase Agreement,
(vi) any actions taken or omitted to be taken at the written request of Holdings (with the written consent of the Lead Arrangers), (vii) any changes in any Laws or any accounting regulations or principles that do not affect the Borrower
and its Subsidiaries, taken as a whole, disproportionately when considered in the context of the oil and gas exploration and production industry generally (in which case only such disproportionate impact shall be considered), (viii) natural
declines in well performance or reclassification or recalculation of reserves in the ordinary course of business; provided that, for purposes of Section 3.15 of the Stock Purchase Agreement, or any certificate delivered pursuant to the
Stock Purchase Agreement as it relates to Section 3.15 thereof, this clause (viii) shall be deemed to reference only such declines, reclassification or recalculation occurring after the date of the Initial Reserve Report, or (ix) any
failure by the Borrower and its Subsidiaries to meet their internal budgets, plans or forecasts of their revenues, earnings or other financial performance or results of operations; provided, however, that, for purposes of this clause (ix),
the facts underlying such failures, and the underlying causes of such failures, may be considered for purposes of determining whether a Material Adverse Change has occurred. 

“Material Adverse Effect” shall mean a circumstance or condition affecting the business, assets, operations, properties or
financial condition of the Borrower and the Subsidiaries, taken as a whole, that would, individually or in the aggregate, materially adversely affect (a) the ability of the Borrower and the other Credit Parties, taken as a whole, to perform
their payment obligations under this Agreement or any of the other Credit Documents or (b) the rights and remedies of the Agents and the Lenders under this Agreement or under any of the other Credit Documents. 

“Material Subsidiary” shall mean, at any date of determination, each Restricted Subsidiary of the Borrower (a) whose
Total Assets (when combined with the assets of such Subsidiary’s Subsidiaries, after eliminating intercompany obligations) at the last day of the Test Period for which Section 9.1 Financials have been delivered were equal to or greater
than 5% of the Consolidated Total Assets of the Borrower and the Restricted Subsidiaries at such date or (b) whose revenues (when combined with the revenues of such Subsidiary’s Subsidiaries, after eliminating intercompany obligations)
during such Test Period were equal to or greater than 5% of the consolidated revenues of the Borrower and the Restricted Subsidiaries for such period, in each case determined in accordance with GAAP; provided that if, at any time and from
time to time after the Closing Date, Restricted Subsidiaries that are not Material Subsidiaries have, in the aggregate, (i) Total Assets (when combined with the assets of such Subsidiary’s Subsidiaries, after eliminating intercompany
obligations) at the last day of such Test Period equal to or greater than 10.0% of the Consolidated Total Assets of the Borrower and the Restricted Subsidiaries at such date or (ii) revenues (when combined with the revenues of such
Subsidiary’s Subsidiaries, after eliminating intercompany obligations) during such Test Period equal to or greater than 10.0% of the consolidated revenues of the Borrower and the Restricted Subsidiaries for such period, in each case determined
in accordance with GAAP, then the Borrower shall, on the date on which financial statements for such quarter are delivered pursuant to this Agreement, designate in writing to the Administrative Agent one or more of such Restricted Subsidiaries as
“Material Subsidiaries.” 

  
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 “Maturity Date” shall mean, as to the applicable Loan, the Initial Maturity
Date, any maturity date related to any Extension Series of Extended Commitments, or the Swingline Maturity Date, as applicable. 

“Minimum Borrowing Amount” shall mean, with respect to any Borrowing of Loans, $500,000 (or, if less, the entire remaining
Commitments at the time of such Borrowing). 
 “Minimum Equity Amount” shall have the meaning provided in the recitals to
this Agreement. 
 “Minority Investment” shall mean any Person (other than a Subsidiary) in which the Borrower or any
Restricted Subsidiary owns Stock or Stock Equivalents. 
 “Moody’s” shall mean Moody’s Investors Service, Inc. or
any successor by merger or consolidation to its business. 
 “Mortgage” shall mean a mortgage or a deed of trust, deed to
secure debt, trust deed, assignment of as-extracted collateral, fixture filing or other security document entered into by the owner of a Mortgaged Property and the Collateral Agent for the benefit of the Secured Parties in respect of that Mortgaged
Property, substantially in the form of Exhibit G (with such changes thereto as may be necessary to account for local law matters) or otherwise in such form as agreed between the Borrower and the Collateral Agent. 

“Mortgaged Property” shall mean, initially, each parcel of real estate and improvements thereto owned by a Credit Party and
identified on Schedule 1.1(h), and each other parcel of real property and improvements thereto with respect to which a Mortgage is required to be granted pursuant to Section 9.11. 

“Multiemployer Plan” shall mean a Plan that is a multiemployer plan as defined in Section 4001(a)(3) of ERISA. 

“NGP” shall mean Natural Gas Partners IX, L.P. 

“New Borrowing Base Notice” shall have the meaning provided in Section 2.14(d). 

“Non-Cash Charges” shall mean, without duplication, (a) losses on non-ordinary course asset Dispositions, disposals or
abandonments, (b) any impairment charge or asset write-off or write-down related to intangible assets (including goodwill), long-lived assets and investments in debt and equity securities pursuant to GAAP, including ceiling test writedowns,
(c) all losses from Investments recorded using the equity method, (d) stock-based, partnership interest-based or similar incentive-based awards or arrangements, compensation expense or costs, including any such charges arising from stock
options, restricted stock grants or other equity incentive grants, (e) the non-cash impact of purchase accounting and the non-cash impact of accounting changes or restatements, (f) the accretion of discounted liabilities and (g) other
non-cash charges (including reserve impairments) (provided that if any non-cash charges referred to in this clause (g) represent an accrual or reserve for potential cash items in any future period, the cash payment in respect
thereof in such future period shall be subtracted from Consolidated EBITDAX to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period). 

  
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 “Non-Consenting Lender” shall have the meaning provided in
Section 13.7(b). 
 “Non-Defaulting Lender” shall mean and include each Lender other than a Defaulting Lender.

 “Non-Extension Notice Date” shall have the meaning provided in Section 3.2(b). 

“Non-U.S. Lender” shall mean any Lender that is not a “United States person” as defined by Section 7701(a)(30)
of the Code. 
 “Notice of Borrowing” shall mean a request of the Borrower in accordance with the terms of
Section 2.3(a) and substantially in the form of Exhibit B or such other form as shall be approved by the Administrative Agent (acting reasonably). 

“Notice of Conversion or Continuation” shall have the meaning provided in Section 2.6(a). 

“Obligations” shall mean all advances to, and debts, liabilities, obligations, covenants and duties of, any Credit Party
arising under any Credit Document or otherwise with respect to any Loan or Letter of Credit or under any Secured Cash Management Agreement or Secured Hedge Agreement, in each case, entered into with the Borrower or any of its Restricted
Subsidiaries, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any
Credit Party or any Affiliate thereof in any proceeding under any bankruptcy or insolvency law naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding. Without limiting
the generality of the foregoing, the Obligations of the Credit Parties under the Credit Documents (and any of their Restricted Subsidiaries to the extent they have obligations under the Credit Documents) include the obligation (including Guarantee
Obligations) to pay principal, interest, charges, expenses, fees, attorney costs, indemnities and other amounts payable by any Credit Party under any Credit Document. Notwithstanding the foregoing, (a) at the option of the Borrower, the
obligations of the Borrower or any Restricted Subsidiary under any Secured Hedge Agreement and under any Secured Cash Management Agreement shall be secured and guaranteed pursuant to the Security Documents and the Guarantee only to the extent that,
and for so long as, the other Obligations are so secured and guaranteed and (b) any release of Collateral or Guarantors effected in the manner permitted by this Agreement and the other Credit Documents shall not require the consent of the
holders of Hedge Obligations under Secured Hedge Agreements or of the holders of Cash Management Obligations under Secured Cash Management Agreements. 

“Oil and Gas Properties” shall mean (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 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, (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 hereafter 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 

  
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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, gas processing plants and pipeline systems and any related infrastructure to any thereof, 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. 
 “Ongoing
Hedges” shall have the meaning provided in Section 10.10(a). 
 “Other Taxes” shall mean any
and all present or future stamp, registration, documentary, intangible, recording, filing or any other excise, property or similar taxes (including interest, fines, penalties, additions to tax and related, reasonable, out-of-pocket expenses with
regard thereto) arising from any payment made hereunder or made under any other Credit Document or from the execution or delivery of, registration or enforcement of, consummation or administration of, or otherwise with respect to, this Agreement or
any other Credit Document; provided that such term shall not include any of the foregoing Taxes (i) that result from an assignment, grant of a participation pursuant to Section 13.6(c) or transfer or assignment to or designation of
a new lending office or other office for receiving payments under any Credit Document (“Assignment Taxes”) to the extent such Assignment Taxes are imposed as a result of a connection between the assignor/participating Lender and/or the
assignee/Participant and the taxing jurisdiction (other than a connection arising solely from any Credit Documents or any transactions contemplated thereunder), except to the extent that any such action described in this proviso is requested or
required by the Borrower, or (ii) Excluded Taxes. 
 “Overnight Rate” shall mean, for any day, the greater of
(a) the Federal Funds Effective Rate and (b) an overnight rate determined by the Administrative Agent or the Letter of Credit Issuer, as the case may be, in accordance with banking industry rules on interbank compensation. 

“Parent Entity” shall mean any Person that is a direct or indirect parent company (which may be organized as a
partnership) of Holdings and/or the Borrower, as applicable. 
 “Participant” shall have the meaning provided in
Section 13.6(c). 
 “Participant Register” shall have the meaning provided in
Section 13.6(c). 
 “Patriot Act” shall have the meaning provided in Section 13.18. 

“PBGC” shall mean the Pension Benefit Guaranty Corporation established pursuant to Section 4002 of ERISA, or any
successor thereto. 
 “Pension Act” shall mean the Pension Protection Act of 2006, as it presently exists or as it
may be amended from time to time. 
 “Permitted Acquisition” shall mean the acquisition, by merger or otherwise, by
the Borrower or any of the Restricted Subsidiaries of assets (including any assets constituting a business unit, line of business or division) or Stock or Stock Equivalents, so long as (a) such acquisition and all transactions related thereto
shall be consummated in all material respects in accordance with Requirements of Law; (b) if such acquisition involves the acquisition of Stock or Stock Equivalents of a Person that upon such acquisition would become a Subsidiary, such
acquisition shall result in the issuer of such Stock becoming a Restricted Subsidiary and, to the extent required by Section 9.11, a Guarantor; (c) such acquisition shall 

  
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result in the Collateral Agent, for the benefit of the Secured Parties, being granted a security interest in any Stock or any assets so acquired to the extent required by
Section 9.11; (d) after giving effect to such acquisition, no Default or Event of Default shall have occurred and be continuing; (e) after giving effect to such acquisition, the Borrower and its Subsidiaries shall be in
compliance with Section 9.16; and (f) the Borrower shall be in compliance, on a Pro Forma Basis after giving effect to such acquisition (including any Indebtedness assumed or permitted to exist pursuant to
Section 10.1(j), and any related Pro Forma Adjustment), with the Financial Performance Covenant, as such covenant is recomputed as at the last day of the most recently ended Test Period as if such acquisition had occurred on the first
day of such Test Period. 
 “Permitted Acquisition Consideration” shall mean in connection with any Permitted Acquisition,
the aggregate amount (as valued at the Fair Market Value of such Permitted Acquisition at the time such Permitted Acquisition is made) of, without duplication: (a) the purchase consideration paid or payable in cash for such Permitted
Acquisition, whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and including any and all
payments representing the purchase price and any assumptions of Indebtedness and/or Guarantee Obligations, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect
subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any Person or business and (b) the aggregate amount of Indebtedness incurred or assumed in connection with such Permitted Acquisition; provided, in
each case, that any such future payment that is subject to a contingency shall be considered Permitted Acquisition Consideration only to the extent of the reserve, if any, required under GAAP (as determined at the time of the consummation of such
Permitted Acquisition) to be established in respect thereof for the Borrower or its Restricted Subsidiaries. 
 “Permitted
Additional Debt” shall mean unsecured senior, senior subordinated or subordinated Indebtedness issued by the Borrower or a Guarantor, (a) the terms of which do not provide for any scheduled repayment, mandatory redemption or sinking
fund obligation prior to the 91st day after the Latest Maturity Date (other than customary offers to purchase upon a change of control, asset sale or casualty or condemnation event and customary acceleration rights after an event of default),
(b) the covenants, events of default, guarantees and other terms of which (other than interest rate, fees, funding discounts and redemption or prepayment premiums determined by the Borrower to be “market” rates, fees, discounts and
premiums at the time of issuance or incurrence of any such Indebtedness), taken as a whole, are determined by the Borrower to be “market” terms on the date of issuance or incurrence and in any event are not more restrictive on the Borrower
and its Restricted Subsidiaries than the terms of this Agreement (as in effect at the time of such issuance or incurrence) and do not require the maintenance or achievement of any financial performance standards other than as a condition to taking
specified actions; provided that a certificate of an Authorized Officer of the Borrower delivered to the Administrative Agent at least five Business Days prior to the incurrence or issuance of such Indebtedness, together with a reasonably
detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements
shall be conclusive evidence that such terms and conditions satisfy the foregoing requirements unless the Administrative Agent notifies the Borrower within such five Business Day period that it disagrees with such determination (including a
reasonable description of the basis upon which it disagrees), (c) if such Indebtedness is senior subordinated or subordinated Indebtedness, the terms of such Indebtedness provide for customary subordination of such Indebtedness to the
Obligations and (d) no Subsidiary of the Borrower (other than a Guarantor) is an obligor under such Indebtedness. 

  
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 “Permitted Holders” shall mean the Co-Investors and officers, directors,
employees and other members of management of the Borrower (or its direct or indirect parent) or any of its Restricted Subsidiaries who are or become holders of Stock or Stock Equivalents of the Borrower (or its direct or indirect parent company) and
each Person to whom any Co-Investor transfers Stock or Stock Equivalents of the Borrower or any direct or indirect parent thereof in connection with the primary equity syndication following the Closing Date. 

“Permitted Investments” shall mean: 

(a) securities issued or unconditionally guaranteed by the United States government or any agency or instrumentality thereof, in each case
having maturities and/or reset dates of not more than 24 months from the date of acquisition thereof; 
 (b) securities issued by any state,
territory or commonwealth of the United States of America or any political subdivision of any such state, territory or commonwealth or any public instrumentality thereof or any political subdivision of any such state, territory or commonwealth or
any public instrumentality thereof having maturities of not more than 24 months from the date of acquisition thereof and, at the time of acquisition, having an investment grade rating generally obtainable from either S&P or Moody’s (or, if
at any time neither S&P nor Moody’s shall be rating such obligations, then from another nationally recognized rating service); 

(c) commercial paper maturing no more than 12 months after the date of creation thereof and, at the time of acquisition, having a rating of at
least A-2 or P-2 from either S&P or Moody’s (or, if at any time neither S&P nor Moody’s shall be rating such obligations, an equivalent rating from another nationally recognized rating service); 

(d) time deposits with, or domestic and LIBOR certificates of deposit or bankers’ acceptances maturing no more than two years after the
date of acquisition thereof issued by any Lender or any other bank having combined capital and surplus of not less than $500,000,000 in the case of domestic banks and $100,000,000 (or the Dollar equivalent thereof) in the case of foreign banks; 

(e) repurchase agreements with a term of not more than 90 days for underlying securities of the type described in clauses (a),
(b) and (d) above entered into with any bank meeting the qualifications specified in clause (d) above or securities dealers of recognized national standing; 

(f) marketable short-term money market and similar funds (i) either having assets in excess of $500,000,000 or (ii) having a rating
of at least A-2 or P-2 from either S&P or Moody’s (or, if at any time neither S&P nor Moody’s shall be rating such obligations, an equivalent rating from another nationally recognized rating service); 

(g) shares of investment companies that are registered under the Investment Company Act of 1940 and substantially all the investments of which
are one or more of the types of securities described in clauses (a) through (f) above; and 
 (h) in the case of
Investments by any Restricted Foreign Subsidiary or Investments made in a country outside the United States of America, other customarily utilized high-quality Investments in the country where such Restricted Foreign Subsidiary is located or in
which such Investment is made. 

  
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 “Permitted Liens” shall mean: 

(a) Liens for taxes, assessments or governmental charges or claims not yet overdue for a period of more than 30 days or that are being
contested in good faith and by appropriate proceedings for which appropriate reserves have been established to the extent required by and in accordance with GAAP, or for property taxes on property that the Borrower or one of its Subsidiaries has
determined to abandon if the sole recourse for such tax, assessment, charge or claim is to such property; 
 (b) Liens in respect of property
or assets of the Borrower or any of the Restricted Subsidiaries imposed by law, such as landlords’, vendors’, suppliers’, carriers’, warehousemen’s, repairmens’, construction contractors’, workers’ and
mechanics’ Liens and other similar Liens arising in the ordinary course of business or incident to the exploration, development, operation or maintenance of Oil and Gas Properties, in each case so long as such Liens arise in the ordinary course
of business and do not individually or in the aggregate have a Material Adverse Effect; 
 (c) Liens arising from judgments or decrees in
circumstances not constituting an Event of Default under Section 11.9; 
 (d) Liens incurred or pledges or deposits made in
connection with workers’ compensation, unemployment insurance and other types of social security, old age pension, public liability obligations or similar legislation and deposits securing liabilities to insurance carriers under insurance or
self-insurance arrangements in respect of such obligations, or to secure the performance of tenders, statutory obligations, plugging and abandonment obligations, surety, stay, customs and appeal bonds, bids, leases, government contracts, trade
contracts, performance and return-of-money bonds and other similar obligations (including letters of credit issued in lieu of such bonds or to support the issuance thereof) incurred in the ordinary course of business or otherwise constituting
Investments permitted by Section 10.5; 
 (e) ground leases, subleases, licenses or sublicenses in respect of real property on
which facilities owned or leased by the Borrower or any of its Restricted Subsidiaries are located; 
 (f) easements, rights-of-way,
licenses, restrictions (including zoning restrictions), title defects, exceptions, deficiencies or irregularities in title, encroachments, protrusions, servitudes, permits, conditions and covenants and other similar charges or encumbrances
(including in any rights of way or other property of the Borrower or its Restricted Subsidiaries for the purpose of roads, pipelines, transmission lines, transportation lines, distribution lines for the removal of gas, oil or other minerals or
timber, and other like purposes, or for joint or common use of real estate, rights of way, facilities and equipment) not interfering in any material respect with the business of the Borrower and its Restricted Subsidiaries, taken as a whole and, to
the extent reasonably agreed by the Administrative Agent, any exception on the title reports issued in connection with any Borrowing Base Property; 

(g) any interest or title of a lessor, sublessor, licensor or sublicensor or secured by a lessor’s, sublessor’s, licensor’s or
sublicensor’s interest under any lease, sublease, license or sublicense permitted by this Agreement; 
 (h) Liens in favor of customs
and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; 
 (i)
Liens on goods or inventory the purchase, shipment or storage price of which is financed by a documentary letter of credit or bankers’ acceptance issued for the account of the Borrower or any of its Restricted Subsidiaries; provided that
such Lien secures only the obligations of the Borrower or such Restricted Subsidiaries in respect of such letter of credit or bankers’ acceptance to the extent permitted under Section 10.1; 

  
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 (j) leases, licenses, subleases or sublicenses granted to others not interfering in any material
respect with the business of the Borrower and its Restricted Subsidiaries, taken as a whole; 
 (k) Liens arising from precautionary Uniform
Commercial Code financing statement or similar filings made in respect of operating leases entered into by the Borrower or any of its Restricted Subsidiaries; 

(l) Liens created in the ordinary course of business in favor of banks and other financial institutions over credit balances of any bank
accounts of the Borrower and the Restricted Subsidiaries held at such banks or financial institutions, as the case may be, to facilitate the operation of cash pooling and/or interest set-off arrangements in respect of such bank accounts in the
ordinary course of business; 
 (m) 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, farm-in 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 that are usual and customary in the oil and gas business and are for claims which are not delinquent or that are
being contested in good faith and by appropriate proceedings for which appropriate reserves have been established to the extent required by and 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 Restricted Subsidiary or materially impair the value of such property subject thereto; and 

(n) any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property
that does not materially interfere with the ordinary conduct of the business of the Borrower and its Restricted Subsidiaries, taken as a whole. 
 The
parties acknowledge and agree that no intention to subordinate the priority afforded the Liens granted in favor of the Collateral Agent, for the benefit of the Secured Parties, under the Security Documents is to be hereby implied or expressed by the
permitted existence of such Permitted Liens. 
 “Permitted Refinancing Indebtedness” shall mean, with respect to any
Indebtedness (the “Refinanced Indebtedness”), any Indebtedness issued or incurred in exchange for, or the net proceeds of which are used to modify, extend, refinance, renew, replace or refund (collectively to
“Refinance” or a “Refinancing” or “Refinanced”), such Refinanced Indebtedness (or previous refinancing thereof constituting Permitted Refinancing Indebtedness); provided that (A) the
principal amount (or accreted value, if applicable) of any such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Refinanced Indebtedness outstanding immediately prior to such
Refinancing except by an amount equal to the unpaid accrued interest and premium thereon plus other amounts paid and fees and expenses incurred in connection with such Refinancing plus an amount equal to any existing commitment
unutilized and letters of credit undrawn thereunder, (B) if the Indebtedness being Refinanced is Indebtedness permitted by Section 10.1(h) or 10.1(j), the direct and contingent obligors with respect to such Permitted
Refinancing Indebtedness are not changed (except that a Credit Party may be added as an additional obligor), (C) other than with respect to a Refinancing in respect of Indebtedness permitted pursuant to Section 10.1(g), such
Permitted Refinancing Indebtedness shall have a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the 

  
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 Refinanced Indebtedness, and (D) if the Indebtedness being Refinanced is Indebtedness permitted by
Section 10.1(h) or 10.1(j)), terms and conditions of any such Permitted Refinancing Indebtedness, taken as a whole, are not materially less favorable to the Lenders than the terms and conditions of the Refinanced Indebtedness
being Refinanced (including, if applicable, as to collateral priority and subordination, but excluding as to interest rates, fees, floors, funding discounts and redemption or prepayment premiums); provided that a certificate of an Authorized
Officer of the Borrower delivered to the Administrative Agent at least five Business Days prior to the incurrence or issuance of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such
Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy
the foregoing requirement unless the Administrative Agent notifies the Borrower within such five Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees). 

“Person” shall mean any individual, partnership, joint venture, firm, corporation, limited liability company, association,
trust or other enterprise or any Governmental Authority. 
 “Petroleum Industry Standards” shall mean the Definitions for
Oil and Gas Reserves promulgated by the Society of Petroleum Engineers (or any generally recognized successor) as in effect at the time in question. 

“Plan” shall mean any multiemployer or single-employer plan, as defined in Section 4001 of ERISA and subject to Title IV
of ERISA, that is or was within any of the preceding six plan years maintained or contributed to by (or to which there is or was an obligation to contribute or to make payments to) the Borrower or an ERISA Affiliate. 

“Pledge Agreement” shall mean the Pledge Agreement entered into by the Borrower, the other pledgors party thereto and the
Collateral Agent, for the benefit of the Secured Parties, substantially in the form of Exhibit F. 
 “Post Acquisition
Period” shall mean, with respect to any Specified Transaction, the period beginning on the date such Specified Transaction is consummated and ending on the last day of the fourth full consecutive fiscal quarter immediately following the
date on which such Specified Transaction is consummated. 
 “Present Fair Salable Value” shall mean the amount that could
be obtained by an independent willing seller from an independent willing buyer if the assets (both tangible and intangible) of the Borrower and its Subsidiaries taken as a whole are sold on a going concern basis with reasonable promptness in an
arm’s-length transaction under present conditions for the sale of comparable business enterprises insofar as such conditions can be reasonably evaluated. 

“Pro Forma Adjustment” shall mean, for any Test Period that includes all or any part of a fiscal quarter included in any Post
Acquisition Period, with respect to the Acquired EBITDAX of the applicable Pro Forma Entity or the Consolidated EBITDAX of the Borrower, the pro forma increase or decrease in such Acquired EBITDAX or such Consolidated EBITDAX, as the case may be,
projected by the Borrower in good faith as a result of (a) actions taken or expected to be taken prior to or during such Post Acquisition Period for the purposes of realizing reasonably identifiable and factually supportable cost savings,
operating expense reductions and cost synergies or (b) any additional costs incurred prior to or during such Post Acquisition Period, in each case in connection with the combination of the operations of such Pro Forma Entity with the operations
of the Borrower and the Restricted Subsidiaries; provided that (i) at the election of the Borrower, such Pro Forma Adjustment shall not be required to be determined for 

  
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any Pro Forma Entity to the extent the aggregate consideration paid in connection with such acquisition was less than $25,000,000 and (ii) so long as such actions are taken prior to or
during such Post Acquisition Period or such costs are incurred prior to or during such Post Acquisition Period, as applicable, it may be assumed, for purposes of projecting such pro forma increase or decrease to such Acquired EBITDAX or such
Consolidated EBITDAX, as the case may be, that the applicable amount of such cost savings, operating expense reductions and cost synergies will be realizable during the entirety of such Test Period, or the applicable amount of such additional costs,
as applicable, will be incurred during the entirety of such Test Period; provided, further, that any such pro forma increase or decrease to such Acquired EBITDAX or such Consolidated EBITDAX, as the case may be, shall be without
duplication for cost savings or additional costs already included in such Acquired EBITDAX or such Consolidated EBITDAX, as the case may be, for such Test Period. 

“Pro Forma Adjustment Certificate” shall mean any certificate of an Authorized Officer of the Borrower delivered pursuant to
Section 9.1(c) or Section 9.1(g). 
 “Pro Forma Basis”, “Pro Forma Compliance” and
“Pro Forma Effect” shall mean, with respect to compliance with any test or covenant hereunder, that (a) to the extent applicable, the Pro Forma Adjustment shall have been made and (b) all Specified Transactions and the
following transactions in connection therewith shall be deemed to have occurred as of the first day of the applicable period of measurement in such test or covenant: (i) income statement items (whether positive or negative) attributable to the
property or Person subject to such Specified Transaction, (A) in the case of a Disposition of all or substantially all Stock in any Subsidiary of the Borrower or any division, product line, or facility used for operations of the Borrower or any
of its Subsidiaries, shall be excluded and (B) in the case of a Permitted Acquisition or Investment described in the definition of “Specified Transaction”, shall be included, (ii) any retirement or repayment of Indebtedness, and
(iii) any incurrence, issuance or assumption of Indebtedness by the Borrower or any of the Restricted Subsidiaries in connection therewith (it being agreed that if such Indebtedness has a floating or formula rate, such Indebtedness shall have
an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate that is or would be in effect with respect to such Indebtedness as at the relevant date of determination); provided that,
without limiting the application of the Pro Forma Adjustment pursuant to clause (a) above (but without duplication thereof) the foregoing pro forma adjustments may be applied to any such test or covenant solely to the extent that such
adjustments are consistent with the definition of Consolidated EBITDAX and give effect to events (including operating expense reductions) that are (1) (x) directly attributable to such transaction, (y) expected to have a continuing
impact on the Borrower and the Restricted Subsidiaries and (z) factually supportable or (2) otherwise consistent with the definition of Pro Forma Adjustment. 

“Pro Forma Entity” shall have the meaning provided in the definition of the term “Acquired EBITDAX.” 

“Production Payment” means a production payment obligation (whether volumetric or dollar denominated) of the Borrower or any
of its Restricted Subsidiaries which are payable from a specified share of proceeds received from production from specified Oil and Gas Properties, together with all undertakings and obligations in connection therewith. 

“Projections” shall have the meaning provided in Section 9.1(l). 

“Proposed Acquisition” shall have the meaning provided in Section 10.10(a). 

“Proposed Borrowing Base” shall have the meaning provided in Section 2.14(c)(i). 

  
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 “Proposed Borrowing Base Notice” shall have the meaning provided in
Section 2.14(c)(ii). 
 “Proved Developed Producing Reserves” shall mean oil and gas reserves that, in
accordance with Petroleum Industry Standards, are classified as both “Proved Reserves” and “Developed Producing Reserves.” 

“Proved Developed Reserves” shall mean oil and gas reserves that, in accordance with Petroleum Industry Standards, are
classified as both “Proved Reserves” and one of the following: (a) “Developed Producing Reserves” or (b) “Developed Non-Producing Reserves.” 

“Proved Reserves” shall mean oil and gas reserves that, in accordance with Petroleum Industry Standards, are
classified as both “Proved Reserves” and one of the following: (a) “Developed Producing Reserves”, (b) “Developed Non-Producing Reserves” or (c) “Undeveloped Reserves”. 

“Public Company Compliance” shall mean compliance with the requirements of the Sarbanes-Oxley Act of 2002 and the
rules and regulations promulgated in connection therewith, the provisions of the Securities Act and the Exchange Act, and the rules of national securities exchange listed companies (in each case, as applicable to companies with equity or debt
securities held by the public), including procuring directors and officers’ insurance, legal and other professional fees, and listing fees. 

“PV-9” shall mean, with respect to any Proved Reserves expected to be produced from any Borrowing Base Properties, the net
present value, discounted at 9% per annum, of the future net revenues expected to accrue to the Borrower’s and the Credit Parties’ collective interests in such reserves during the remaining expected economic lives of such reserves,
calculated in accordance with the most recent Bank Price Deck provided to the Borrower by the Administrative Agent pursuant to Section 2.14(i). 

“Qualifying IPO” shall mean the issuance by the Borrower or any direct or indirect parent of the Borrower of its
common Stock generating (individually or in the aggregate together with any prior initial public offering) gross proceeds exceeding $100,000,000, in an underwritten primary public offering (other than a public offering pursuant to a registration
statement on Form S-8) pursuant to an effective registration statement filed with the SEC in accordance with the Securities Act (whether alone or in connection with a secondary public offering). 

“Redetermination Date” shall mean, with respect to any Scheduled Redetermination or any Interim Redetermination, the
date that the redetermined Borrowing Base related thereto becomes effective pursuant to Section 2.14(d). 

“Refinance” shall have the meaning provided in the definition of “Permitted Refinancing Indebtedness.” 

“Register” shall have the meaning provided in Section 13.6(b)(iv). 

“Regulation T” shall mean Regulation T of the Board as from time to time in effect and any successor to all or a portion
thereof establishing margin requirements. 
 “Regulation U” shall mean Regulation U of the Board as from time to time in
effect and any successor to all or a portion thereof establishing margin requirements. 
 “Regulation X” shall mean
Regulation X of the Board as from time to time in effect and any successor to all or a portion thereof establishing margin requirements. 

  
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 “Reimbursement Date” shall have the meaning provided in
Section 3.4(a). 
 “Related Parties” shall mean, with respect to any specified Person, such
Person’s Affiliates and the directors, officers, employees, agents and members of such Person or such Person’s Affiliates and any Person that possesses, directly or indirectly, the power to direct or cause the direction of the management
or policies of such Person, whether through the ability to exercise voting power, by contract or otherwise. 
 “Reportable
Event” shall mean an event described in Section 4043 of ERISA and the regulations thereunder, other than any event as to which the 30-day notice period has been waived. 

“Required Lenders” shall mean, at any date, (a) Non-Defaulting Lenders having or holding at least 66- 2⁄3% of the Adjusted Total Commitment at such date or (b) if the Total Commitment has been terminated, Non-Defaulting Lenders having or holding at least 66- 2⁄3% of the outstanding principal amount of the Loans, the Swingline Exposure and Letter of Credit Exposure (excluding the Loans, Swingline Exposure and Letter of
Credit Exposure of Defaulting Lenders) in the aggregate at such date. 
 “Requirement of Law” shall mean, as to any
Person, any law, treaty, rule, regulation statute, order, ordinance, decree, judgment, consent decree, writ, injunction, settlement agreement or governmental requirement enacted, promulgated or imposed or entered into or agreed by any Governmental
Authority, in each case applicable to or binding upon such Person or any of its property or assets or to which such Person or any of its property or assets is subject. 

“Reserve Report” shall mean the Initial Reserve Report and any other subsequent report, in form and substance
reasonably satisfactory to the Administrative Agent, setting forth, as of each June 30th or December 31st (or such other date in the event of certain Interim Redeterminations) the Proved Reserves and the Proved Developed Reserves
attributable to the Borrowing Base Properties of the Borrower and the Credit Parties, together with a projection of the rate of production and future net income, taxes, operating expenses and Capital Expenditures with respect thereto as of such
date, based upon the most recent Bank Price Deck provided to the Borrower by the Administrative Agent pursuant to Section 2.14(i); provided that in connection with any Interim Redeterminations of the Borrowing Base pursuant to the
last sentence of Section 2.14(b), (i.e., as a result of the Borrower having acquired Oil and Gas Properties with Proved Reserves which are to be Borrowing Base Properties having a PV-9 (calculated at the time of acquisition) in excess of
5% of the Borrowing Base in effect immediately prior to such acquisition), the Borrower shall be required, for purposes of updating the Reserve Report, to set forth only such additional Proved Reserves and related information as are the subject of
such acquisition. 
 “Reserve Report Certificate” shall mean a certificate of an Authorized Officer in substantially
the form of Exhibit A certifying as to the matters set forth in Section 9.14(c). 
 “Restricted Foreign
Subsidiary” shall mean a Foreign Subsidiary that is a Restricted Subsidiary. 
 “Restricted Subsidiary”
shall mean any Subsidiary of the Borrower other than an Unrestricted Subsidiary. 
 “S&P” shall mean
Standard & Poor’s Ratings Services or any successor by merger or consolidation to its business. 
 “Samson”
shall mean the Borrower prior to the consummation of the Transactions. 

  
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 “Samson Acquired Business” shall mean Samson after giving effect to the Gulf
Coast and Offshore Reorganization and Selling Stockholder Transaction. 
 “Scheduled Dispositions” shall have the meaning
provided in Section 10.4(i). 
 “Scheduled Redetermination” shall have the meaning provided in
Section 2.14(b). 
 “Scheduled Redetermination Date” shall mean the date on which a Borrowing Base that has
been redetermined pursuant to a Scheduled Redetermination becomes effective as provided in Section 2.14. 

“SEC” shall mean the Securities and Exchange Commission or any successor thereto. 

“Section 2.17 Additional Amendment” shall have the meaning provided in Section 2.17(c). 

“Section 9.1 Financials” shall mean the financial statements delivered, or required to be delivered, pursuant to
Section 9.1(a) or (b), together with the accompanying Authorized Officer’s certificate delivered, or required to be delivered, pursuant to Section 9.1(c). 

“Secured Cash Management Agreement” shall mean any agreement related to Cash Management Services by and between the Borrower
or any of its Restricted Subsidiaries and any Cash Management Bank. 
 “Secured Hedge Agreement” shall mean any Hedge
Agreement by and between the Borrower or any of its Restricted Subsidiaries and any Hedge Bank. 
 “Secured Parties” shall
mean, collectively, the Administrative Agent, the Collateral Agent, the Letter of Credit Issuer, each Lender, each Hedge Bank that is party to any Secured Hedge Agreement, each Cash Management Bank that is a party to any Secured Cash Management
Agreement and each sub-agent pursuant to Section 12 appointed by the Administrative Agent with respect to matters relating to the Credit Documents or by the Collateral Agent with respect to matters relating to any Security Document. 

“Securities Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

 “Security Agreement” shall mean the Security Agreement entered into by the Borrower, the other grantors party thereto
and the Collateral Agent, for the benefit of the Secured Parties, substantially in the form of Exhibit E. 
 “Security
Documents” shall mean, collectively, (a) the Security Agreement, (b) the Pledge Agreement, (c) the Mortgages, and (d) each other security agreement or other instrument or document executed and delivered pursuant to
Section 9.11 or 9.13 or pursuant to any other such Security Documents or otherwise to secure or perfect the security interest in any or all of the Obligations. 

“Segmented Financial Statements” shall mean the unaudited segmented consolidated balance sheets of Samson Acquired Business
and its consolidated Subsidiaries, as of June 30, 2011 and September 30, 2011, and the related statements of income for the fiscal year ended June 30, 2011, the quarter ended September 30, 2011 and the last 12 months ended
September 30, 2011. 
 “Seller” shall have the meaning provided in the recitals to this Agreement. 

  
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 “Selling Stockholder Transaction” shall have the meaning provided in the Stock
Purchase Agreement. 
 “Senior Interim Loan Agreement” shall have the meaning provided in the recitals to this Agreement.

 “Senior Interim Loans” shall have the meaning provided in the recitals to this Agreement. 

“Senior Notes” shall mean (a) senior notes to be issued in connection with the refinancing or exchange of the Senior
Interim Loans in sales pursuant to Rule 144A and Regulation S under the Securities Act, under the Senior Notes Indenture or Senior Interim Loan Agreement, as applicable, in each case together with interest, fees and all other amounts payable in
connection therewith, generating aggregate gross proceeds of up to $2,250,000,000 plus additional principal amounts to fund the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such
refinancing (less the amount of any Senior Interim Loans that remain outstanding after the issuance of the Senior Notes) and (b) any Permitted Refinancing Indebtedness in respect of the foregoing. 

“Senior Notes Indenture” shall mean the indenture to be entered into in connection with the refinancing or exchange of the
Senior Interim Loans, among the Borrower, the guarantors party thereto and a trustee, pursuant to which the Senior Notes shall be issued, as the same may be amended, supplemented or otherwise modified from time to time in accordance therewith. 

“Sold Entity or Business” shall have the meaning provided in the definition of the term “Consolidated EBITDAX”.

 “Solvent” shall mean, with respect to any Person, that as of the Closing Date, (i) the Fair Value of the assets of
such Person exceeds its Stated Liabilities and Identified Contingent Liabilities; (ii) the Present Fair Salable Value of the assets of such Person exceeds its Stated Liabilities and Identified Contingent Liabilities; (iii) for the period
from the date hereof through the Initial Maturity Date, such Person after consummation of the Transactions is a going concern and has sufficient capital to ensure that it will continue to be a going concern for such period, in light of the nature of
the particular business or businesses conducted or to be conducted, and based on the needs and anticipated needs for capital of the business conducted or anticipated to be conducted by such Person as reflected in projected financial statements and
in light of anticipated credit capacity; and (iv) for the period from the date hereof through the Maturity Date, such Person will have sufficient assets and cash flow to pay its Stated Liabilities and Identified Contingent Liabilities as those
liabilities mature or (in the case of contingent liabilities) otherwise become payable, in light of the business conducted or anticipated to be conducted by such Person as reflected in projected financial statements and in light of anticipated
credit capacity. 
 “Specified Existing Commitment” shall mean any Existing Commitments belonging to a Specified Existing
Commitment Class. 
 “Specified Existing Commitment Class” shall have the meaning provided in Section 2.17(a).

 “Specified Representations” shall mean the representations and warranties with respect to the Borrower set forth in
Sections 8.2, 8.3(c), 8.5, 8.7, 8.16 and 8.21 of this Agreement and in Section 3.2(a) and (b) of the Security Agreement. 

“Specified Subsidiary” shall mean, at any date of determination any Restricted Subsidiary (i) whose Total Assets at the
last day of the Test Period ending on the last day of the most recent fiscal period for which Section 9.1 Financials have been delivered were equal to or greater than 15% of the 

  
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 Consolidated Total Assets of the Borrower and the Restricted Subsidiaries at such date, or (ii) whose
revenues during such Test Period were equal to or greater than 15% of the consolidated revenues of the Borrower and the Restricted Subsidiaries for such period, in each case determined in accordance with GAAP. 

“Specified Transaction” shall mean, with respect to any period, any Investment, any Disposition of assets, incurrence,
issuance or Refinancing of Indebtedness, Dividend, Subsidiary designation, Incremental Increase or other event that by the terms of this Agreement requires “Pro Forma Compliance” with a test or covenant hereunder or requires such test or
covenant to be calculated on a “Pro Forma Basis.” 
 “Sponsor Development Plan” shall mean the Sponsors’
Plan of Development for Oil and Gas Properties and related Hydrocarbon Interests as of the Closing Date, and any subsequent Sponsors’ Plan of Development for Oil and Gas Properties and related Hydrocarbon Interests delivered to the
Administrative Agent from time to time pursuant to Section 9.14(c)(vi). 
 “Sponsors” shall mean any of (i) KKR
and its Affiliates, (ii) Crestview and its Affiliates and (iii) NGP and its Affiliates, in each case excluding any operating portfolio companies of any of the foregoing. 

“SPV” shall have the meaning provided in Section 13.6(g). 

“Stated Amount” of any Letter of Credit shall mean the maximum amount from time to time available to be drawn
thereunder, determined without regard to whether any conditions to drawing could then be met. 
 “Stated Liabilities”
shall mean the recorded liabilities (including contingent liabilities that would be recorded in accordance with GAAP) of the Borrower and its Subsidiaries taken as a whole, as of the date hereof after giving effect to the consummation of the
Transactions, determined in accordance with GAAP consistently applied. 
 “Stock” shall mean any and all shares of capital
stock or shares in the capital, as the case may be (whether denominated as common stock or preferred stock or ordinary shares or preferred shares, as the case may be), beneficial, partnership or membership interests, participations or other
equivalents (regardless of how designated) of or in a corporation, partnership, limited liability company or equivalent entity, whether voting or non-voting. 

“Stock Equivalents” shall mean all securities convertible into or exchangeable for Stock and all warrants, options or
other rights to purchase or subscribe for any Stock, whether or not presently convertible, exchangeable or exercisable. 

“Stock Purchase Agreement” shall have the meaning provided in the recitals to this Agreement. 

“Subsidiary” of any Person shall mean and include (a) any corporation more than 50% of whose Stock of any class or
classes having by the terms thereof ordinary voting power to elect a majority of the directors of such corporation (irrespective of whether or not at the time Stock of any class or classes of such corporation shall have or might have voting power by
reason of the happening of any contingency) is at the time owned by such Person directly or indirectly through Subsidiaries and (b) any limited liability company, partnership, association, joint venture or other entity of which such Person
directly or indirectly through Subsidiaries has more than a 50% equity interest at the time. Unless otherwise expressly provided, all references herein to a “Subsidiary” shall mean a Subsidiary of the Borrower. 

  
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 “Subsidiary Guarantor” shall mean each Subsidiary that is a Guarantor. 

“Successor Borrower” shall have the meaning provided in Section 10.3(a). 

“Swap Termination Value” shall mean, in respect of any one or more Hedge Agreements, after taking into account the effect of
any legally enforceable netting agreement relating to such Hedging Agreements, (a) for any date on or after the date such Hedge Agreements have been closed out and termination value(s) determined in accordance therewith, such termination
value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Hedge Agreements, as determined based upon one or more mid-market or other readily available
quotations provided by any recognized dealer in such Hedge Agreements (which may include a Lender or any Affiliate of a Lender). 

“Swingline Commitment” shall mean, the obligation of the Swingline Lender to make Swingline Loans pursuant to
Section 2.1 in an aggregate principal amount at any one time outstanding not to exceed $50,000,000. 
 “Swingline
Exposure” shall mean at any time the aggregate principal amount at such time of all outstanding Swingline Loans. The Swingline Exposure of any Lender at any time shall equal its Commitment Percentage of the aggregate Swingline Exposure at
such time. 
 “Swingline Lender” shall mean JPMorgan Chase Bank, N.A., in its capacity as the lender of Swingline Loans
hereunder. 
 “Swingline Loan” shall have the meaning provided in Section 2.1(b). 

“Swingline Maturity Date” shall mean, with respect to any Swingline Loan, the date that is five Business Days prior to the
Maturity Date. 
 “Syndication Agent” shall mean Wells Fargo Bank, N.A., as syndication agent for the Lenders under this
Agreement and the other Credit Documents. 
 “Taxes” shall mean any and all present or future taxes, duties, levies,
imposts, assessments, deductions, withholdings or other similar charges imposed by any Governmental Authority whether computed on a separate, consolidated, unitary, combined or other basis and any interest, fines, penalties or additions to tax with
respect to the foregoing. 
 “Termination Date” shall mean the earlier to occur of (a) the Maturity Date and
(b) the date on which the Total Commitment shall have terminated. 
 “Test Period” shall mean, for any determination
under this Agreement, the four consecutive fiscal quarters of the Borrower then last ended and for which Section 9.1 Financials have been delivered to the Administrative Agent. 

“Total Assets” shall mean, as of any date of determination with respect to any Person, the amount that would, in conformity
with GAAP, be set forth opposite the caption “total assets” (or any like caption) on a balance sheet of such Person at such date. 

“Total Commitment” shall mean the sum of the Commitments of the Lenders. 

  
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 “Total Exposure” shall mean, with respect to any Lender at any time, the
sum of (a) the aggregate principal amount of the Loans of such Lender then outstanding, (b) such Lender’s Letter of Credit Exposure at such time and (c) such Lender’s Commitment Percentage of the aggregate principal amount
of all outstanding Swingline Loans at such time. 
 “Transaction Expenses” shall mean any fees or expenses incurred
or paid by the Borrower or any of its Subsidiaries or any of their Affiliates (including the Co-Investors, Samson and its Subsidiaries) in connection with the Transactions, this Agreement and the other Credit Documents and the transactions
contemplated hereby and thereby. 
 “Transactions” shall mean, collectively, the Acquisition and the consummation of the
other transactions contemplated by the Stock Purchase Agreement or related thereto, this Agreement, the Senior Interim Loan Agreement (including the Take-out Notes Offering (as defined therein)), the Equity Investment, the Debt Repayment, the
payment of Transaction Expenses on the Closing Date and the other transactions contemplated by this Agreement and the Credit Documents (including the Closing Date Loans). 

“Transferee” shall have the meaning provided in Section 13.6(e). 

“Type” shall mean, as to any Loan, its nature as an ABR Loan or a LIBOR Loan. 

“UCC” shall mean the Uniform Commercial Code of the State of New York or of any other state the laws of which are required to
be applied in connection with the perfection of security interests in any Collateral. 
 “Unfunded Current Liability”
of any Plan shall mean the amount, if any, by which the Accumulated Benefit Obligation (as defined under Statement of Financial Accounting Standards No. 87 (“SFAS 87”)) under the Plan as of the close of its most
recent plan year, determined in accordance with SFAS 87 as in effect on the date hereof, exceeds the Fair Market Value of the assets allocable thereto. 

“Unpaid Drawing” shall have the meaning provided in Section 3.4(a). 

“Unrestricted Subsidiary” shall mean (a) any Subsidiary of the Borrower that is formed or acquired after the
Closing Date; provided that at such time (or promptly thereafter) the Borrower designates such Subsidiary an Unrestricted Subsidiary in a written notice to the Administrative Agent, (b) any Restricted Subsidiary subsequently designated
as an Unrestricted Subsidiary by the Borrower in a written notice to the Administrative Agent; provided that in the case of (a) and (b), (i) such designation shall be deemed to be an Investment (or reduction in an outstanding
Investment, in the case of a designation of an Unrestricted Subsidiary as a Restricted Subsidiary) on the date of such designation in an amount equal to the Fair Market Value of the Borrower’s investment therein and such designation shall be
permitted only to the extent permitted under Section 10.5 on the date of such designation, (ii) in the case of clause (b), such designation shall be deemed to be a Disposition of the assets owned by such Restricted Subsidiary on the
date of such designation for the purposes of Section 10.4(b) and (iii) no Default or Event of Default would result from such designation after giving Pro Forma Effect thereto and (c) each Subsidiary of an Unrestricted
Subsidiary. No Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of any Permitted Additional Debt or any Permitted Refinancing Indebtedness in
respect of any of the foregoing. The Borrower may, by written notice to the Administrative Agent, re-designate any Unrestricted Subsidiary as a Restricted Subsidiary, and thereafter, such Subsidiary shall no longer constitute an Unrestricted
Subsidiary, but only if (A) to the extent such Subsidiary has outstanding Indebtedness on the date of such designation, immediately after giving effect to such designation, the Borrower shall be in compliance, on 

  
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 a Pro Forma Basis after giving effect to the incurrence of such Indebtedness, with the Financial Performance
Covenant, as such covenant is recomputed as at the last day of the most recently ended Test Period as if such re-designation had occurred on the first day of such Test Period (and, as a condition precedent to the effectiveness of any such
designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating satisfaction of such test) and (B) no Default or Event of Default would result from such
re-designation. 
 “U.S. Lender” shall have the meaning provided in Section 5.4(h). 

“Voting Stock” shall mean, with respect to any Person, such Person’s Stock or Stock Equivalents having the right
to vote for the election of directors of such Person under ordinary circumstances. 
 “Weighted Average Life to
Maturity” shall mean, when applied to any Indebtedness at any date, the number of years obtained by dividing: (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund,
serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such
payment; by (b) the then outstanding principal amount of such Indebtedness. 
 1.2 Other Interpretive Provisions. With reference
to this Agreement and each other Credit Document, unless otherwise specified herein or in such other Credit Document: 
 (a) The meanings of
defined terms are equally applicable to the singular and plural forms of the defined terms. 
 (b) The words “herein”,
“hereto”, “hereof” and “hereunder” and words of similar import when used in any Credit Document shall refer to such Credit Document as a whole and not to any particular provision thereof. 

(c) Article, Section, Exhibit and Schedule references are to the Credit Document in which such reference appears. 

(d) The term “including” is by way of example and not limitation. 

(e) The term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial
statements and other writings, however evidenced, whether in physical or electronic form. 
 (f) In the computation of periods of time from a
specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and
including”. 
 (g) Section headings herein and in the other Credit Documents are included for convenience of reference only and shall
not affect the interpretation of this Agreement or any other Credit Document. 
 (h) Any reference to any Person shall be constructed to
include such Person’s successors or assigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or all of the functions
thereof. 

  
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 (i) Whenever the context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. 
 (j) The word “will” shall be construed to have the same meaning as the word “shall”. 

(k) The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all
tangible and intangible assets and properties, including cash, securities, accounts and contract rights. 
 1.3 Accounting Terms. 

(a) All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including
financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, applied in a manner consistent with that used in preparing the Historical Financial Statements, except
as otherwise specifically prescribed herein; provided, however, that if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the
Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of
whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective
until such notice shall have been withdrawn or such provision amended in accordance herewith. 
 (b) Notwithstanding anything to the contrary
herein, for purposes of determining compliance with any test or covenant contained in this Agreement with respect to any period during which any Specified Transaction occurs, the Consolidated Total Debt to Consolidated EBITDAX Ratio shall be
calculated with respect to such period and such Specified Transaction on a Pro Forma Basis. 
 1.4 Rounding. Any financial ratios
required to be maintained or complied with by the Borrower pursuant to this Agreement (or required to be satisfied in order for a specific action to be permitted under this Agreement) shall be calculated by dividing the appropriate component by the
other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number). 

1.5 References to Agreements, Laws, Etc. Unless otherwise expressly provided herein, (a) references to organizational documents,
agreements (including the Credit Documents) and other Contractual Requirements shall be deemed to include all subsequent amendments, restatements, amendment and restatements, extensions, supplements and other modifications thereto, but only to the
extent that such amendments, restatements, amendment and restatements, extensions, supplements and other modifications are permitted by any Credit Document and (b) references to any Requirement of Law shall include all statutory and regulatory
provisions consolidating, amending, replacing, supplementing or interpreting such Requirement of Law. 
 1.6 Times of Day. Unless
otherwise specified, all references herein to times of day shall be references to New York City (daylight or standard, as applicable). 

  
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 1.7 Timing of Payment or Performance. When the payment of any obligation or the
performance of any covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment (other than as described in Section 2.9) or performance shall extend to the
immediately succeeding Business Day. 
 1.8 Currency Equivalents Generally. 

(a) For purposes of any determination under Section 9, Section 10 (other than Section 10.11) or
Section 11 or any determination under any other provision of this Agreement requiring the use of a current exchange rate, all amounts incurred, outstanding or proposed to be incurred or outstanding in currencies other than Dollars shall
be translated into Dollars at the Exchange Rate then in effect on the date of such determination; provided, however, that (x) for purposes of determining compliance with Section 10 with respect to the amount of any
Indebtedness, Investment, Disposition, Dividend or payment under Section 10.7 in a currency other than Dollars, no Default or Event of Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring
after the time such Indebtedness or Investment is incurred or Disposition, Dividend or payment under Section 10.7 is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence of
Indebtedness, if such Indebtedness is incurred to Refinance other Indebtedness denominated in a foreign currency, and such Refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency
exchange rate in effect on the date of such Refinancing, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinanced Indebtedness does not exceed the principal amount of such
Indebtedness being Refinanced and (z) for the avoidance of doubt, the foregoing provisions of this Section 1.8 shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness or Investment may
be incurred or Disposition, Dividend or payment under Section 10.7 may be made at any time under such Sections. For purposes of Section 10.11, amounts in currencies other than Dollars shall be translated into Dollars at the
applicable exchange rates used in preparing the most recently delivered financial statements pursuant to Section 9.1(a) or (b). 

(b) Notwithstanding anything to the contrary herein, for purposes of determining compliance with any test or covenant contained in this
Agreement with respect to any period during which any Specified Transaction occurs, the Consolidated Total Debt to Consolidated EBITDAX Ratio shall be calculated with respect to such period and such Specified Transaction on a Pro Forma Basis. 

(c) Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to
time specify with the Borrower’s consent (such consent not to be unreasonably withheld) to appropriately reflect a change in currency of any country and any relevant market conventions or practices relating to such change in currency. 

1.9 Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., an
“Extended Loan”) or by Type (e.g., a “LIBOR Loan”) or by Class and Type (e.g., a “LIBOR Extended Loan”). 

SECTION 2. Amount and Terms of Credit 

2.1 Commitments. 
 (a)
(i) Subject to and upon the terms and conditions herein set forth, each Lender severally, but not jointly, agrees to make a loan or loans denominated in Dollars (each an “Initial Loan” and, collectively, the “Initial
Loans”) to the Borrower, which Loans (i) shall be made at any time and from time to time on and after the Closing Date and prior to the Termination Date, (ii) may, at the option of the Borrower, be incurred and maintained as,
and/or converted into, ABR Loans or LIBOR Loans; provided that all Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise 

  
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specifically provided herein, consist entirely of Loans of the same Type, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not, for any Lender at
any time, after giving effect thereto and to the application of the proceeds thereof, result in such Lender’s Total Exposure at such time exceeding such Lender’s Commitment Percentage at such time of the Loan Limit and (v) shall not,
after giving effect thereto and to the application of the proceeds thereof, result in the aggregate amount of all Lenders’ Total Exposures at such time exceeding the Loan Limit. 

(ii) Each Lender may at its option make any LIBOR Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan,
provided that (i) any exercise of such option shall not affect the obligation of the Borrower to repay such Loan and (ii) in exercising such option, such Lender shall use its reasonable efforts to minimize any increased costs to the
Borrower resulting therefrom (which obligation of the Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it determines would
be otherwise disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.10 shall apply). 

(b) Subject to and upon the terms and conditions herein set forth, the Swingline Lender in its individual capacity agrees, at any time and from
time to time on and after the Closing Date and prior to the Swingline Maturity Date, to make a loan or loans (each a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrower in
Dollars, which Swingline Loans (i) shall be ABR Loans, (ii) shall have the benefit of the provisions of Section 2.1(c), (iii) shall not exceed at any time outstanding the Swingline Commitment, (iv) shall not, after
giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Lenders’ Total Exposure at such time exceeding the Total Commitment then in effect and (v) may be repaid and reborrowed
in accordance with the provisions hereof. Each outstanding Swingline Loan shall be repaid in full on the earlier of (a) 15 Business Days after such Swingline Loan is initially borrowed and (b) the Swingline Maturity Date. The Swingline
Lender shall not make any Swingline Loan after receiving a written notice from the Borrower, the Administrative Agent or any Lender stating that an Event of Default exists and is continuing until such time as the Swingline Lender shall have received
written notice of (i) rescission of all such notices from the party or parties originally delivering such notice or (ii) the waiver of such Event of Default in accordance with the provisions of Section 13.1. 

(c) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to each Lender that all then-outstanding Swingline Loans
shall be funded with a Borrowing of Loans, in which case Loans constituting ABR Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by each Lender pro
rata based on each Lender’s Commitment Percentage, and the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Lender hereby irrevocably agrees to
make such Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified to it in writing by the Swingline Lender notwithstanding
(i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (ii) whether any conditions specified in Section 7 are then satisfied,
(iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing or (v) any reduction in the Total Commitment after any such Swingline Loans were made. In the event that, in the
sole judgment of the Swingline Lender, any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each
Lender hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) such participation of the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably
based upon their respective Commitment Percentages, provided that all principal and interest payable on such Swingline Loans shall be for the account of the Swingline Lender until the date the respective participation is purchased and, to the extent
attributable to the purchased participation, shall be payable to such Lender purchasing same from and after such date of purchase. 

  
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 2.2 Minimum Amount of Each Borrowing; Maximum Number of Borrowings. The aggregate
principal amount of each Borrowing shall be in a minimum amount of at least the Minimum Borrowing Amount for such Type of Loans and in a multiple of $100,000 in excess thereof and Swingline Loans shall be in a minimum amount of $100,000 and in a
multiple of $10,000 in excess thereof (except that Mandatory Borrowings shall be made in the amounts required by Section 2.1(c) and Loans to reimburse the Letter of Credit Issuer with respect to any Unpaid Drawing shall be made in the
amounts required by Sections 3.3 or 3.4, as applicable). More than one Borrowing may be incurred on any date; provided, that at no time shall there be outstanding more than ten Borrowings of LIBOR Loans under this Agreement.

 2.3 Notice of Borrowing. 

(a) Whenever the Borrower desires to incur Loans (other than Mandatory Borrowings or borrowings to repay Unpaid Drawings), the Borrower shall
give the Administrative Agent at the Administrative Agent’s Office, (i) prior to 1:00 p.m. (New York City time) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing
of Loans if such Loans are to be initially LIBOR Loans (or prior to 9:00 a.m. (New York City time) two Business Days’ prior written notice in the case of a Borrowing of Loans to be made on the Closing Date initially as LIBOR Loans) and
(ii) written notice (or telephonic notice promptly confirmed in writing) prior to 12:00 noon (New York City time) on the date of each Borrowing of Loans that are to be ABR Loans. Such notice (together with each notice of a Borrowing of
Swingline Loans pursuant to Section 2.3(b), a “Notice of Borrowing”) shall specify (A) the aggregate principal amount of the Loans to be made pursuant to such Borrowing, (B) the date of the Borrowing
(which shall be a Business Day), (C) whether the respective Borrowing shall consist of ABR Loans and/or LIBOR Loans and, if LIBOR Loans, the Interest Period to be initially applicable thereto (if no Interest Period is selected, the Borrower
shall be deemed to have selected an Interest Period of one month’s duration) and (D) the amount of the then effective Borrowing Base, the current aggregate Total Exposures (without regard to the requested Borrowing) of all Lenders and the
pro forma aggregate Total Exposures (giving effect to the requested Borrowing) of all Lenders. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing of
Loans, of such Lender’s Commitment Percentage thereof and of the other matters covered by the related Notice of Borrowing. 
 (b)
Whenever the Borrower desires to incur Swingline Loans hereunder, it shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Swingline Loans prior to 3:00 p.m. (New York City time)
on the date of such Borrowing. Each such notice shall specify (i) the aggregate principal amount of the Swingline Loans to be made pursuant to such Borrowing and (ii) the date of Borrowing (which shall be a Business Day). The
Administrative Agent shall promptly give the Swingline Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing of Swingline Loans and of the other matters covered by the related Notice of Borrowing. 

(c) Mandatory Borrowings shall be made upon the notice specified in Section 2.1(c), with the Borrower irrevocably agreeing, by its
incurrence of any Swingline Loan, to the making of Mandatory Borrowings as set forth in such Section. 
 (d) Borrowings to reimburse Unpaid
Drawings shall be made upon the notice specified in Section 3.4(a). 

  
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 (e) Without in any way limiting the obligation of the Borrower to confirm in writing any notice
it may give hereunder by telephone, the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from an Authorized
Officer of the Borrower. 
 2.4 Disbursement of Funds. 

(a) No later than 1:00 p.m. (New York City time) on the date specified in each Notice of Borrowing (including Mandatory Borrowings), each
Lender will make available its pro rata portion of each Borrowing requested to be made on such date in the manner provided below; provided that on the Closing Date, such funds shall be made available by 10:00 a.m. (New York City time) or such
earlier time as may be agreed among the Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions; provided further that all Swingline Loans shall be made available in the full amount thereof by the
Swingline Lender no later than 3:30 p.m. (New York City time) on the date requested. 
 (b) Each Lender shall make available all amounts it
is to fund to the Borrower under any Borrowing in immediately available funds to the Administrative Agent at the Administrative Agent’s Office in Dollars, and the Administrative Agent will (except in the case of Mandatory Borrowings and
Borrowings to repay Unpaid Drawings) make available to the Borrower, by depositing or wiring to an account as designated by the Borrower in the Borrowing Notice to the Administrative Agent the aggregate of the amounts so made available in Dollars.
Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on
such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and
without any obligation to do so) make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender and the Administrative Agent has made available such amount
to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor the
Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent in Dollars. The Administrative Agent shall also be entitled to recover from such Lender or the
Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by
the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the Overnight Rate or (ii) if paid by the Borrower, the then-applicable rate of interest or fees, calculated in accordance with Section 2.8, for
the respective Loans. 
 (c) Nothing in this Section 2.4 shall be deemed to relieve any Lender from its obligation to fulfill its
commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender
to fulfill its commitments hereunder). 
 2.5 Repayment of Loans; Evidence of Debt. 

(a) The Borrower agrees to repay to the Administrative Agent, for the benefit of the applicable Lenders, (i) on the Initial Maturity Date,
the then outstanding Initial Loans, (ii) on the relevant maturity date for any Extension Series of Extended Commitments, all then outstanding Extended Loans in respect of such Extension Series and (iii) on the Swingline Maturity Date, the
then outstanding Swingline Loans. 

  
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 (b) Each Lender shall maintain in accordance with its usual practice an account or accounts
evidencing the indebtedness of the Borrower to the appropriate lending office of such Lender resulting from each Loan made by such lending office from time to time, including the amounts of principal and interest payable and paid to such lending
office from time to time under this Agreement. 
 (c) The Administrative Agent, on behalf of the Borrower, shall maintain the Register
pursuant to Section 13.6(b), and a subaccount for each Lender, in which Register and subaccounts (taken together) shall be recorded (i) the amount of each Loan made hereunder (whether such Loan is an Initial Loan, an Extended Loan
or Swingline Loan, as applicable), the Type of each Loan made and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender or the
Swingline Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender’s share thereof. 

(d) The entries made in the Register and accounts and subaccounts maintained pursuant to clauses (b) and (c) of this
Section 2.5 shall, to the extent permitted by applicable Requirements of Law, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided, however, that the failure of any
Lender or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to
the Borrower by such Lender in accordance with the terms of this Agreement. 
 2.6 Conversions and Continuations. 

(a) Subject to the penultimate sentence of this clause (a), (i) the Borrower shall have the option on any Business Day to convert
all or a portion equal to at least the Minimum Borrowing Amount (and in multiples of $100,000 in excess thereof) of the outstanding principal amount of Loans of one Type into a Borrowing or Borrowings of another Type and (ii) the Borrower shall
have the option on any Business Day to continue the outstanding principal amount of any LIBOR Loans as LIBOR Loans for an additional Interest Period; provided that (A) no partial conversion of LIBOR Loans shall reduce the outstanding
principal amount of LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount, (B) ABR Loans may not be converted into LIBOR Loans if an Event of Default is in existence on the date of the conversion and the
Administrative Agent has or the Majority Lenders have determined in its or their sole discretion not to permit such conversion, (C) LIBOR Loans may not be continued as LIBOR Loans for an additional Interest Period if an Event of Default is in
existence on the date of the proposed continuation and the Administrative Agent has or the Majority Lenders have determined in its or their sole discretion not to permit such continuation, and (D) Borrowings resulting from conversions pursuant
to this Section 2.6 shall be limited in number as provided in Section 2.2. Each such conversion or continuation shall be effected by the Borrower by giving the Administrative Agent at the Administrative Agent’s Office
prior to 1:00 p.m. (New York City time) at least (1) three Business Days’, in the case of a continuation of or conversion to LIBOR Loans or (2) the date of conversion, in the case of a conversion into ABR Loans, prior written notice
(or telephonic notice promptly confirmed in writing) (each, a “Notice of Conversion or Continuation”) specifying the Loans to be so converted or continued, the Type of Loans to be converted into or continued and, if such
Loans are to be converted into or continued as LIBOR Loans, the Interest Period to be initially applicable thereto (if no Interest Period is selected, the Borrower shall be deemed to have selected an Interest Period of one month’s duration).
The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans. 

  
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 (b) If any Event of Default is in existence at the time of any proposed continuation of any LIBOR
Loans and the Administrative Agent has or the Majority Lenders have determined in its or their sole discretion not to permit such continuation, such LIBOR Loans shall be automatically converted on the last day of the current Interest Period into ABR
Loans. If upon the expiration of any Interest Period in respect of LIBOR Loans, the Borrower has failed to elect a new Interest Period to be applicable thereto as provided in clause (a) above, the Borrower shall be deemed to have elected
to convert such Borrowing of LIBOR Loans into a Borrowing of ABR Loans, effective as of the expiration date of such current Interest Period. 

(c) Notwithstanding anything to the contrary herein, the Borrower may deliver a Notice of Conversion or Continuation pursuant to which the
Borrower elects to irrevocably continue the outstanding principal amount of any Revolving Loans subject to an interest rate Hedge Agreement as LIBOR Loans for each Interest Period until the expiration of the term of such applicable Hedge Agreement;
provided that any Notice of Conversion or Continuation delivered pursuant to this Section 2.6(c) shall include a schedule attaching the relevant interest rate Hedge Agreement or related trade confirmation. 

2.7 Pro Rata Borrowings. Each Borrowing of Initial Loans under this Agreement shall be made by the Lenders pro rata on the basis of
their then applicable Commitment Percentages with respect to the applicable Class. Each Borrowing of Extended Loans under this Agreement shall be granted by the Lenders of the relevant Extension Series thereof pro rata on the basis of their
then-applicable Extended Commitments for the applicable Extension Series. It is understood that (a) no Lender shall be responsible for any default by any other Lender in its obligation to make Loans hereunder and that each Lender severally but
not jointly shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill its commitments hereunder and (b) failure by a Lender to perform any of its obligations under any of
the Credit Documents shall not release any Person from performance of its obligation under any Credit Document. 
 2.8 Interest. 

(a) The unpaid principal amount of each ABR Loan shall bear interest from the date of the Borrowing thereof until maturity (whether by
acceleration or otherwise) at a rate per annum that shall at all times be the Applicable Margin plus the ABR, in each case, in effect from time to time. 

(b) The unpaid principal amount of each LIBOR Loan shall bear interest from the date of the Borrowing thereof until maturity thereof (whether
by acceleration or otherwise) at a rate per annum that shall at all times be the Applicable Margin plus the relevant LIBOR Rate, in each case, in effect from time to time. 

(c) If all or a portion of (i) the principal amount of any Loan or (ii) any interest payable thereon shall not be paid when due
(whether at stated maturity, by acceleration or otherwise), such overdue amount shall bear interest at a rate per annum that is (the “Default Rate”) (A) in the case of overdue principal, the rate that would otherwise be
applicable thereto plus 2% or (B) in the case of any overdue interest, to the extent permitted by applicable Requirements of Law, the rate described in Section 2.8(a) plus 2% from the date of such non-payment to the
date on which such amount is paid in full (after as well as before judgment). 
 (d) Interest on each Loan shall accrue from and including
the date of any Borrowing to but excluding the date of any repayment thereof and shall be payable in Dollars; provided that any Loan that is repaid on the same date on which it is made shall bear interest for one day. Except as provided
below, interest shall be payable (i) in respect of each ABR Loan, quarterly in arrears on the last Business Day of 

  
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 each March, June, September and December, (ii) in respect of each LIBOR Loan, on the last day of each
Interest Period applicable thereto and, in the case of an Interest Period in excess of three months, on each date occurring at three-month intervals after the first day of such Interest Period, (iii) in respect of each Loan, (A) on any
prepayment (on the amount prepaid), (B) at maturity (whether by acceleration or otherwise) and (C) after such maturity, on demand. 

(e) All computations of interest hereunder shall be made in accordance with Section 5.5. 

(f) The Administrative Agent, upon determining the interest rate for any Borrowing of LIBOR Loans, shall promptly notify the Borrower and the
relevant Lenders thereof. Each such determination shall, absent clearly demonstrable error, be final and conclusive and binding on all parties hereto. 

2.9 Interest Periods. At the time the Borrower gives a Notice of Borrowing or Notice of Conversion or Continuation in respect of the
making of, or conversion into or continuation as, a Borrowing of LIBOR Loans in accordance with Section 2.6(a), the Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of the
Interest Period applicable to such Borrowing, which Interest Period shall, at the option of the Borrower be a one, two, three or six or (if available to all the Lenders making such LIBOR Loans as determined by such Lenders in good faith based on
prevailing market conditions) a 9- or 12-month period or any period shorter than one-month requested by the Borrower; provided that, notwithstanding the foregoing, the initial Interest Period beginning on the Closing Date may be for a period
less than one month if agreed upon by the Borrower, the Administrative Agent and each of the Lenders. 
 Notwithstanding anything to the
contrary contained above: 
 (a) the initial Interest Period for any Borrowing of LIBOR Loans shall commence on the date of such Borrowing
(including the date of any conversion from a Borrowing of ABR Loans) and each Interest Period occurring thereafter in respect of such Borrowing shall commence on the day on which the next preceding Interest Period expires; 

(b) if any Interest Period relating to a Borrowing of LIBOR Loans begins on the last Business Day of a calendar month or begins on a day for
which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of the calendar month at the end of such Interest Period; 

(c) if any Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding
Business Day; provided that, if any Interest Period in respect of a LIBOR Loan would otherwise expire on a day that is not a Business Day, but is a day of the month after which no further Business Day occurs in such month, such Interest
Period shall expire on the next preceding Business Day; and 
 (d) the Borrower shall not be entitled to elect any Interest Period in respect
of any LIBOR Loan if such Interest Period would extend beyond the Maturity Date. 
 2.10 Increased Costs, Illegality, Etc. 

(a) In the event that (x) in the case of clause (i) below, the Majority Lenders or (y) in the case of clauses
(ii) and (iii) below, any Lender, shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto): 

  
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 (i) on any date for determining the LIBOR Rate for any Interest Period that (A) deposits in
the principal amounts of the Loans comprising such LIBOR Borrowing are not generally available in the relevant market or (B) by reason of any changes arising on or after the Closing Date affecting the interbank LIBOR market, adequate and fair
means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of LIBOR Rate; or 
 (ii) that,
due to a Change in Law occurring at any time or after the Closing Date, which Change in Law shall (A) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of,
deposits with or for the account of, or credit extended by, any Lender, (B) subject any Lender to any Tax with respect to any Credit Document or any LIBOR Loan made by it (other than (i) Taxes indemnifiable under Section 5.4,
or (ii) Excluded Taxes), or (C) impose on any Lender or the London interbank market any other condition, cost or expense affecting this Agreement or LIBOR Loans made by such Lender, which results in the cost to such Lender of making,
converting into, continuing or maintaining LIBOR Loans or participating in Letters of Credit (in each case hereunder) increasing by an amount which such Lender reasonably deems material or the amounts received or receivable by such Lender hereunder
with respect to the foregoing shall be reduced; or 
 (iii) at any time, that the making or continuance of any LIBOR Loan has become unlawful
as a result of compliance by such Lender in good faith with any Requirement of Law (or would conflict with any such Requirement of Law not having the force of law even though the failure to comply therewith would not be unlawful); 

then, and in any such event, such Lenders (or the Administrative Agent, in the case of clause (i) above) shall within a reasonable time thereafter
give notice (if by telephone, confirmed in writing) to the Borrower and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (x) in the case
of clause (i) above, LIBOR Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist
(which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Conversion given by the Borrower with respect to LIBOR Loans that have not yet been incurred shall
be deemed rescinded by the Borrower, (y) in the case of clause (ii) above, the Borrower shall pay to such Lender, promptly (but no later than fifteen days) after receipt of written demand therefor such additional amounts as shall be
required to compensate such Lender for such increased costs or reductions in amounts receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such Lender, showing in reasonable detail the basis for the
calculation thereof, submitted to the Borrower by such Lender shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) and (z) in the case of clause (iii) above, the Borrower shall take
one of the actions specified in Section 2.10(b) as promptly as possible and, in any event, within the time period required by applicable Requirements of Law. 

(b) At any time that any LIBOR Loan is affected by the circumstances described in Section 2.10(a)(ii) or (iii), the Borrower may
(and in the case of a LIBOR Loan affected pursuant to Section 2.10(a)(iii) shall) either (i) if the affected LIBOR Loan is then being made pursuant to a Borrowing, cancel such Borrowing by giving the Administrative Agent telephonic
notice (confirmed promptly in writing) thereof on the same date that the Borrower was notified by a Lender pursuant to Section 2.10(a)(ii) or (iii) or (ii) if the affected LIBOR Loan is then outstanding, upon at least three
Business Days’ notice to the Administrative Agent, require the affected Lender to convert each such LIBOR Loan into an ABR Loan; provided that if more than one Lender is affected at any time, then all affected Lenders must be treated in
the same manner pursuant to this Section 2.10(b). 

  
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 (c) If, after the Closing Date, any Change in Law relating to capital adequacy of any Lender or
compliance by any Lender or its parent with any Change in Law relating to capital adequacy occurring after the Closing Date, has or would have the effect of reducing the rate of return on such Lender’s or its parent’s capital or assets as
a consequence of such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent could have achieved but for such Change in Law (taking into consideration such Lender’s or its parent’s policies
with respect to capital adequacy), then from time to time, promptly (but in any event no later than fifteen days) after written demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional
amount or amounts as will compensate such Lender or its parent for such reduction, it being understood and agreed, however, that a Lender shall not be entitled to such compensation as a result of such Lender’s compliance with, or pursuant to
any request or directive to comply with, any applicable Requirement of Law as in effect on the Closing Date. Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.10(c), will
give prompt written notice thereof to the Borrower, which notice shall set forth in reasonable detail the basis of the calculation of such additional amounts, although the failure to give any such notice shall not, subject to
Section 2.13, release or diminish the Borrower’s obligations to pay additional amounts pursuant to this Section 2.10(c) upon receipt of such notice. 

2.11 Compensation. If (a) any payment of principal of any LIBOR Loan is made by the Borrower to or for the account of a Lender
other than on the last day of the Interest Period for such LIBOR Loan as a result of a payment or conversion pursuant to Sections 2.5, 2.6, 2.10, 5.1, 5.2 or 13.7, as a result of acceleration of the maturity
of the Loans pursuant to Section 11 or for any other reason, (b) any Borrowing of LIBOR Loans is not made on the date specified in a Notice of Borrowing, (c) any ABR Loan is not converted into a LIBOR Loan on the date specified
in a Notice of Conversion or Continuation, (d) any LIBOR Loan is not continued as a LIBOR Loan on the date specified in a Notice of Conversion or Continuation or (e) any prepayment of principal of any LIBOR Loan is not made as a result of
a withdrawn notice of prepayment pursuant to Section 5.1 or 5.2, the Borrower shall after the Borrower’s receipt of a written request by such Lender (which request shall set forth in reasonable detail the basis for requesting
such amount), pay to the Administrative Agent (within fifteen days after such request) for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that such Lender may reasonably incur
as a result of such payment, failure to convert, failure to continue or failure to prepay, including any loss, cost or expense (excluding loss of anticipated profits) actually incurred by reason of the liquidation or reemployment of deposits or
other funds acquired by any Lender to fund or maintain such LIBOR Loan. 
 2.12 Change of Lending Office. Each Lender agrees that,
upon the occurrence of any event giving rise to the operation of Section 2.10(a)(ii), 2.10(a)(iii), 2.10(c), 3.5 or 5.4 with respect to such Lender, it will, if requested by the Borrower use reasonable efforts
(subject to overall policy considerations of such Lender) to designate another lending office for any Loans affected by such event; provided that such designation is made on such terms that such Lender and its lending office suffer no
economic, legal or regulatory disadvantage, with the object of avoiding the consequence of the event giving rise to the operation of any such Section. Nothing in this Section 2.12 shall affect or postpone any of the obligations of the
Borrower or the right of any Lender provided in Section 2.10, 3.5 or 5.4. 
 2.13 Notice of Certain Costs.
Notwithstanding anything in this Agreement to the contrary, to the extent any notice required by Section 2.10, 2.11, 3.5 or 5.4 is given by any Lender more than 180 days after such Lender has knowledge (or should
have had knowledge) of the occurrence of the event giving rise to the additional cost, reduction in amounts, loss, tax or other additional amounts described in such Sections, such Lender shall not be entitled to compensation under
Section 2.10, 2.11, 3.5 or 5.4, as the case may be, for any such amounts incurred or accruing prior to the 181st day prior to the giving of such notice to the Borrower; provided that if the circumstance giving
rise to such claim is retroactive, then such 180-day period referred to above shall be extended to include the period of retroactive effect thereof. 

  
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 2.14 Borrowing Base. 

(a) Initial Borrowing Base. For the period from and including the Closing Date to but excluding the first Redetermination Date, the
amount of the Borrowing Base shall be $2,250,000,000. Notwithstanding the foregoing, the Borrowing Base may be subject to further adjustments from time to time pursuant to Section 2.14(e), (f) and (g). 

(b) Scheduled and Interim Redeterminations. The Borrowing Base shall be redetermined semi-annually in accordance with this
Section 2.14 (a “Scheduled Redetermination”), and, subject to Section 2.14(d), such redetermined Borrowing Base shall become effective and applicable to the Borrower, the Administrative Agent, the Letter of
Credit Issuers and the Lenders on April 1st and October 1st of each year, commencing October 1, 2012. In addition, the Borrower may at any time (including prior to the first Scheduled Redetermination date of October 1, 2012), by
notifying the Administrative Agent thereof not more than twice during any period of 12 consecutive calendar months, and the Administrative Agent, following the first Scheduled Redetermination date of October 1, 2012, may, at the direction of
the Required Lenders, by notifying the Borrower thereof, one time during any period of 12 consecutive calendar months, in each case elect to cause the Borrowing Base to be redetermined between Scheduled Redeterminations (an “Interim
Redetermination”) in accordance with this Section 2.14; provided that the Required Lenders may direct the Administrative Agent to initiate an Interim Redetermination prior to the first Scheduled Redetermination of
October 1, 2012 in the event that the Hedging Condition is not satisfied (in which case, such Interim Redetermination shall not count against the first such Interim Redetermination otherwise permitted to be initiated pursuant to this
Section 2.14(b) by the Administrative Agent). In addition to, and not including and/or limited by the annual Interim Redetermination allowed above, the Borrower may, by notifying the Administrative Agent thereof, at any time between
Scheduled Redeterminations, request additional Interim Redeterminations of the Borrowing Base in the event it acquires Oil and Gas Properties with Proved Reserves which are to be Borrowing Base Properties having a PV-9 (calculated at the time of
acquisition) in excess of 5% of the Borrowing Base in effect immediately prior to such acquisition. 
 (c) Scheduled and Interim
Redetermination Procedure. 
 (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon
receipt by the Administrative Agent of (A) the Reserve Report and the Reserve Report Certificate, and (B) such other reports, data and supplemental information, including the information provided pursuant to Section 9.14(c), as
may, from time to time, be reasonably requested by the Required Lenders (the Reserve Report, such Reserve Report Certificate and such other reports, data and supplemental information being the “Engineering Reports”), the
Administrative Agent shall evaluate the information contained in the Engineering Reports and shall in good faith propose a new Borrowing Base (the “Proposed Borrowing Base”) based upon such information and such other information
(including the status of title information with respect to the Borrowing Base Properties as described in the Engineering Reports and the existence of any Hedge Agreements or any other Indebtedness) as the Administrative Agent deems appropriate in
good faith in accordance with its usual and customary oil and gas lending criteria as it exists at the particular time. 
 (ii) The
Administrative Agent shall notify the Borrower and the Lenders of the Proposed Borrowing Base (the “Proposed Borrowing Base Notice”): 

  
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 (A) in the case of a Scheduled Redetermination (1) if the Administrative Agent shall have
received the Engineering Reports required to be delivered by the Borrower pursuant to Sections 9.14(a) and (c) in a timely manner, then on or before the March 15th and September 15th of such year following the date of
delivery or (2) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Sections 9.14(a) and (c) in a timely manner, then promptly after the
Administrative Agent has received complete Engineering Reports from the Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.14(c)(i); and 

(B) in the case of an Interim Redetermination, promptly, and in any event, within 15 days after the Administrative Agent has received the
required Engineering Reports. 
 (iii) Any Proposed Borrowing Base that would increase the Borrowing Base then in effect must be approved or
deemed to have been approved by the Borrowing Base Required Lenders in each such Lender’s sole discretion and consistent with each such Lender’s normal and customary oil and gas lending criteria as it exists at the particular time as
provided in this Section 2.14(c)(iii) and any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect must be approved or be deemed to have been approved by Lenders constituting at least the Required
Lenders in each such Lender’s sole discretion and consistent with each such Lender’s normal and customary oil and gas lending criteria as it exists at the particular time as provided in this Section 2.14(c)(iii). Upon receipt
of the Proposed Borrowing Base Notice, each Lender shall have 15 days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. If at the end of such 15-day period, any Lender
has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be an approval of the Proposed Borrowing Base. If, at the end of such 15-day period, the Borrowing Base Required Lenders, in the
case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, or the Required Lenders, in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, have approved or deemed to
have approved, as aforesaid, then the Proposed Borrowing Base shall become the new Borrowing Base, effective on the date specified in Section 2.14(d). If, however, at the end of such 15-day period, the Borrowing Base Required Lenders or
the Required Lenders, as applicable, have not approved or deemed to have approved, as aforesaid, then the Administrative Agent shall promptly thereafter poll the Lenders to ascertain the highest Borrowing Base then acceptable to the Borrowing Base
Required Lenders (in the case of any increase to the Borrowing Base) or a number of Lenders sufficient to constitute the Required Lenders (in any other case) and such amount shall become the new Borrowing Base, effective on the date specified in
Section 2.14(d). 
 (d) Effectiveness of a Redetermined Borrowing Base. Subject to Section 2.14(h), after a
redetermined Borrowing Base is approved or is deemed to have been approved by the Borrowing Base Required Lenders or the Required Lenders, as applicable, pursuant to Section 2.14(c)(iii), the Administrative Agent shall promptly
thereafter notify the Borrower and the Lenders of the amount of the redetermined Borrowing Base (the “New Borrowing Base Notice”), and such amount shall become the new Borrowing Base, effective and applicable to the Borrower, the
Administrative Agent, the Letter of Credit Issuers and the Lenders: 
 (i) in the case of a Scheduled Redetermination, (A) if the
Administrative Agent shall have received the Engineering Reports required to be delivered by the Borrower pursuant to Sections 9.14(a) and (c) in a timely and complete manner, on the April 1st or October 1st, as applicable, following such notice, or (B) if the Administrative Agent shall not have received the Engineering
Reports required to be delivered by the Borrower pursuant to Sections 9.14(a) and (c) in a timely and complete manner, then on the Business Day next succeeding delivery of such New Borrowing Base Notice; and 

  
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 (ii) in the case of an Interim Redetermination, on the Business Day next succeeding delivery of
such New Borrowing Base Notice. 
 Subject to Section 2.14(h), such amount shall then become the Borrowing Base until the next
Scheduled Redetermination Date, the next Interim Redetermination Date or the next adjustment to the Borrowing Base under Section 2.14(e), (f), (g) or (h), whichever occurs first. Notwithstanding the foregoing,
no Scheduled Redetermination or Interim Redetermination shall become effective until the New Borrowing Base Notice related thereto is received by the Borrower. 

(e) Reduction of Borrowing Base Upon Incurrence of Permitted Additional Debt. Upon the issuance or incurrence of any Permitted
Additional Debt in accordance with Section 10.1(o) (other than Permitted Additional Debt constituting Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness, but only to the extent that the aggregate principal amount
of Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness does not result in an increase in the principal amount thereof above the principal amount originally incurred or issued up to the original principal amount of the
Refinanced Debt), the Borrowing Base then in effect shall be reduced by an amount equal to the product of 0.25 multiplied by the stated principal amount of such Permitted Additional Debt (without regard to any original issue discount), and
the Borrowing Base as so reduced shall become the new Borrowing Base immediately upon the date of such issuance or incurrence, effective and applicable to the Borrower, the Administrative Agent, the Letter of Credit Issuers and the Lenders on such
date until the next redetermination or modification thereof hereunder. 
 (f) Reduction of Borrowing Base Upon Termination of Hedge
Positions. If the Borrower or any Restricted Subsidiary shall terminate or create any off-setting positions in respect of any commodity hedge positions (whether evidenced by a floor, put or Hedge Agreement) upon which (i) the Lenders relied
in determining the Borrowing Base and (ii) the Hedge PV (as calculated at the time of any such termination or creation of off-setting positions) of such terminated and/or offsetting positions (after taking into account any other Hedge
Agreement, executed contemporaneously with the taking of such actions) exceeds 5% of the effective Borrowing Base, then the Required Lenders shall have the right to adjust the Borrowing Base in an amount equal to the Borrowing Base value, if any,
attributable to such terminated or off-setting hedge positions in the calculation of the then-effective Borrowing Base and (if the Required Lenders in fact make any such adjustment) the Administrative Agent shall promptly notify the Borrower in
writing of the Borrowing Base value, if any, attributable to such hedge positions in the calculation of the then-effective Borrowing Base and upon receipt of such notice, the Borrowing Base shall be simultaneously reduced by such amount. For the
avoidance of doubt, the parties acknowledge that the Borrowing Base value of a Hedge Agreement may be more or less than the mark-to-market or termination value of such Hedge Agreement. 

(g) Reduction of Borrowing Base Upon Asset Dispositions. If (i) the Borrower or one of the other Credit Parties Disposes of Oil and
Gas Properties or Disposes of any Stock or Stock Equivalents in any Restricted Subsidiary or Minority Investment owning Oil and Gas Properties, (ii) such Disposition involves Borrowing Base Properties included in the most recently delivered
Reserve Report and (iii) the aggregate PV-9 (calculated at the time of such Disposition) of all such Borrowing Base Properties Disposed of since the later of (A) the last Scheduled Redetermination Date and (B) the last adjustment of
the Borrowing Base made pursuant to this Section 2.14(g) exceeds 5% of the then-effective Borrowing Base, then, after the Administrative Agent has received the notice required to be delivered by the Borrower pursuant to
Section 10.4(b), no later than two Business Days’ after the date of consummation of any such Disposition, the Required Lenders shall have the right to adjust the Borrowing Base in an amount equal to the Borrowing Base value, if any,
attributable to such Disposed of Borrowing Base Properties in the calculation of the then-effective Borrowing Base and, if the Required Lenders in fact make any such adjustment, the Administrative Agent shall promptly notify the Borrower in writing
of the Borrowing Base value, if any, attributable to such Disposed of Borrowing Base Properties in the calculation of the then-effective Borrowing Base and upon receipt of such notice, the Borrowing Base shall be simultaneously reduced by such
amount. 

  
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 (h) Borrower’s Right to Elect Reduced Borrowing Base. Within three Business Days of
its receipt of a New Borrowing Base Notice, the Borrower may provide written notice to the Administrative Agent and the Lenders that specifies for the period from the effective date of the New Borrowing Base Notice until the next succeeding
Scheduled Redetermination Date, the Borrowing Base will be a lesser amount than the amount set forth in such New Borrowing Base Notice, whereupon such specified lesser amount will become the new Borrowing Base. The Borrower’s notice under this
Section 2.14(h) shall be irrevocable, but without prejudice to its rights to initiate Interim Redeterminations. 
 (i)
Administrative Agent Data. The Administrative Agent hereby agrees to provide, promptly, and in any event within 3 Business Days, following its receipt of a request by the Borrower, an updated Bank Price Deck. In addition, the Administrative
Agent and the Lenders agree, upon request, to meet with the Borrower to discuss their evaluation of the reservoir engineering of the Oil and Gas Properties included in the Reserve Report and their respective methodologies for valuing such properties
and the other factors considered in calculating the Borrowing Base. 
 2.15 Defaulting Lenders. Notwithstanding any provision of this
Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: 

(a) Commitment Fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to
Section 4.1(a); 
 (b) The Commitment and Total Exposure of such Defaulting Lender shall not be included in determining whether
all Lenders, the Majority Lenders or the Required Lenders or Borrowing Base Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 13.1); provided that
(i) any waiver, amendment or modification requiring the consent of all Lenders pursuant to Section 13.1 (other than Section 13.1(x)) or requiring the consent of each affected Lender pursuant to
Section 13.1(i) or (ix), shall require the consent of such Defaulting Lender (which for the avoidance of doubt would include any change to the Maturity Date applicable to such Defaulting Lender, decreasing or forgiving any
principal or interest due to such Defaulting Lender, any decrease of any interest rate applicable to Loans made by such Defaulting Lender (other than the waiving of post-default interest rates) and any increase in such Defaulting Lender’s
Commitment) and (ii) any redetermination, whether an increase, decrease or affirmation, of the Borrowing Base shall occur without the participation of a Defaulting Lender, but the Commitment (i.e., the Commitment Percentage of the
Borrowing Base) of a Defaulting Lender may not be increased without the consent of such Defaulting Lender; 
 (c) If any Swingline Exposure
or Letter of Credit Exposure exists at the time a Lender becomes a Defaulting Lender, then (i) all or any part of such Swingline Exposure and Letter of Credit Exposure of such Defaulting Lender will, subject to the limitation in the first
proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) among the Non-Defaulting Lenders pro rata in accordance with their respective Commitment Percentages; provided that (A) each
Non-Defaulting Lender’s Total Exposure may not in any event exceed the Commitment Percentage of the Loan Limit of such Non-Defaulting Lender as in effect at the time of such reallocation and (B) neither such reallocation nor any payment by
a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim the Borrower, the Administrative Agent, the Letter of Credit Issuers or any other Lender may have against such Defaulting Lender or cause such Defaulting
Lender to 

  
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be a Non-Defaulting Lender, (ii) to the extent that all or any portion (the “unreallocated portion”) of the Defaulting Lender’s Swingline Exposure or Letter of
Credit Exposure cannot, or can only partially, be so reallocated to Non-Defaulting Lenders, whether by reason of the first proviso in Section 2.15(c)(i) or otherwise, the Borrower shall within two Business Days following notice by the
Administrative Agent (x) first, prepay such Swingline Exposure and (y) second, Cash Collateralize for the benefit of the applicable Letter of Credit Issuer’ only the Borrower’s obligations corresponding to such
Defaulting 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 3.8 for so long as such Letter of
Credit Exposure is outstanding, (iii) if the Borrower Cash Collateralizes any portion of such Defaulting Lender’s Letter of Credit Exposure pursuant to Section 2.15(c), the Borrower shall not be required to pay any fees to such
Defaulting Lender pursuant to Section 4.1(b) with respect to such Defaulting Lender’s Letter of Credit Exposure during the period such Defaulting Lender’s Letter of Credit Exposure is Cash Collateralized, (iv) if the
Letter of Credit Exposure of the Non-Defaulting Lenders is reallocated pursuant to Section 2.15(c), then the Letter of Credit Fees payable for the account of the Lenders pursuant to Section 4.1(b) shall be adjusted in
accordance with such Non-Defaulting Lenders’ Commitment Percentages and the Borrower shall not be required to pay any Swingline or Letter of Credit Fees to the Defaulting Lender pursuant to Section 4.1(b) with respect to such
Defaulting Lender’s Letter of Credit Exposure during the period that such Defaulting Lender’s Letter of Credit Exposure is reallocated, or (v) if any Defaulting Lender’s Letter of Credit Exposure is neither Cash Collateralized
nor reallocated pursuant to this Section 2.15(c), then, without prejudice to any rights or remedies of the Letter of Credit Issuer or any Lender hereunder, all Letter of Credit Fees payable under Section 4.1(b) with respect
to such Defaulting Lender’s Letter of Credit Exposure shall be payable to the Letter of Credit Issuer until such Letter of Credit Exposure is Cash Collateralized and/or reallocated; 

(d) So long as any Lender is a Defaulting Lender, the Swingline Lender shall not be required to fund any Swingline Loan and no Letter of Credit
Issuer will be required to issue any new Letter of Credit or amend any outstanding Letter of Credit to increase the Stated Amount thereof, alter the drawing terms thereunder or extend the expiry date thereof, unless the Letter of Credit Issuer is
reasonably satisfied that any exposure that would result from the exposure to such Defaulting Lender is eliminated or fully covered by the Commitments of the Non-Defaulting Lenders or by Cash Collateralization or a combination thereof in accordance
with clause (c) above or otherwise in a manner reasonably satisfactory to the Letter of Credit Issuer, and participating interests in any such newly issued or increased Letter of Credit or newly made Swingline Loan shall be allocated
among Non-Defaulting Lenders in a manner consistent with Section 2.15(c)(i) (and Defaulting Lenders shall not participate therein); and 

(e) If the Borrower, the Administrative Agent , the Swingline Lender and each Letter of Credit Issuer agree in writing in their discretion that
a Lender that is a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon, as of the effective date specified in such notice and subject to any conditions set
forth therein, such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender and any applicable Cash Collateral shall be promptly returned to the Borrower and any Letter of Credit Exposure of such Lender reallocated pursuant
to Section 2.15(c) shall be reallocated back to such Lender; provided that, except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will
constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender. 
 (f)
Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 or otherwise, and including any
amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 13.8), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of
any amounts owing by that Defaulting 

  
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Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to each Letter of Credit Issuer and the Swingline
Lender hereunder; third, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this
Agreement, as determined by the Administrative Agent; fourth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting
Lender to fund Loans under this Agreement; fifth, to the payment of any amounts owing to the Lenders, the Letter of Credit Issuers or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any
Lender, such Letter of Credit Issuer or the Swingline Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; sixth, so long as no Default or Event of Default exists,
to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under
this Agreement; and seventh, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if such payment is a payment of the principal amount of any Loans or Unpaid Drawings, such payment
shall be applied solely to pay the relevant Loans of, and Unpaid Drawings owed to, the relevant non-Defaulting Lenders on a pro rata basis prior to being applied in the manner set forth in this Section 2.15(f). Any payments, prepayments
or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to Section 3.8 shall be deemed paid to and redirected by that Defaulting
Lender, and each Lender irrevocably consents hereto. 
 2.16 Increase of Total Commitment. 

(a) Subject to the conditions set forth in Section 2.16(b), the Borrower may increase the Total Commitment then in effect (any such
increase an “Incremental Increase”) by increasing the Commitment of a Lender (an “Increasing Lender”) or by causing a Person that at such time is not a Lender to become a Lender (an “Additional
Lender”). 
 (b) Any increase in the Total Commitment shall be subject to the following additional conditions: 

(i) such increase shall not be less than $10,000,000 (and increments of $1,000,000 above that minimum) unless the Administrative Agent
otherwise consents, and no such increase shall be permitted if after giving effect thereto the Total Commitment would exceed $4,250,000,000; 

(ii) no Event of Default shall have occurred and be continuing after giving effect to such increase; 

(iii) no Lender’s Commitment may be increased without the consent of such Lender; 

(iv) the Administrative Agent, the Swingline Lender and the Letter of Credit Issuer must consent to the increase in Commitments of an
Increasing Lender and the addition of any Additional Lender, in each case, such consent not to be unreasonably withheld or delayed; 
 (v)
the maturity date of such increase shall be the same as the Maturity Date; and 
 (vi) the increase shall be on the exact same terms and
pursuant to the exact same documentation applicable to this Agreement (other than with respect to any arrangement, structuring, upfront or other fees or discounts payable in connection with such Incremental Increase) (provided that the Applicable
Margin of the Facility may be increased to be consistent with that for such Incremental Increases). 

  
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 (c) Any increase in the Total Commitment shall be implemented using customary documentation (any
such documentation, an “Incremental Agreement”). 
 2.17 Extension Offers. 

(a) The Borrower may at any time and from time to time request that all or a portion of the Commitments of any Class, existing at the time of
such request (each, an “Existing Commitment” and any related revolving credit loans under any such facility, “Existing Loans”; each Existing Commitment and related Existing Loans together being
referred to as an “Existing Class”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of Existing Loans
related to such Existing Commitments (any such Existing Commitments which have been so Extended, “Extended Commitments” and any related revolving credit loans, “Extended Loans”) and to provide for
other terms consistent with this Section 2.17. Prior to entering into any Extension Amendment with respect to any Extended Commitments, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such
notice to each of the Lenders of the applicable Class of Existing Commitments and which such request shall be offered equally to all Lenders) (an “Extension Request”) setting forth the proposed terms of the Extended
Commitments to be established thereunder, which terms shall be substantially similar to those applicable to the Existing Commitments from which they are to be Extended (the “Specified Existing Commitment Class”) except that
(w) all or any of the final maturity dates of such Extended Commitments may be delayed to later dates than the final maturity dates of the Existing Commitments of the Specified Existing Commitment Class, (x)(A) the interest rates, interest
margins, rate floors, upfront fees, funding discounts, original issue discounts and premiums with respect to the Extended Commitments may be different from those for the Existing Commitments of the Specified Existing Commitment Class and/or
(B) additional fees and/or premiums may be payable to the Lenders providing such Extended Commitments in addition to or in lieu of any of the items contemplated by the preceding clause (A), (y)(1) the undrawn revolving credit commitment fee
rate with respect to the Extended Commitments may be different from such rate for Existing Commitments of the Specified Existing Commitment Class and (2) the Extension Amendment may provide for other covenants and terms that apply to any period
after the Latest Maturity Date; provided that, notwithstanding anything to the contrary in this Section 2.17 or otherwise, (1) the borrowing and repayment (other than in connection with a permanent repayment and termination
of commitments (which shall be governed by clause (3) below)) of the Extended Loans under any Extended Commitments shall be made on a pro rata basis with any borrowings and repayments of the Existing Loans of the Specified Existing Commitment
Class (the mechanics for which may be implemented through the applicable Extension Amendment and may include technical changes related to the borrowing and replacement procedures of the Specified Existing Commitment Class), (2) assignments and
participations of Extended Commitments and Extended Loans shall be governed by the assignment and participation provisions set forth in Section 13.6 and (3) subject to the applicable limitations set forth in
Section 4.2, permanent repayments of Extended Loans (and corresponding permanent reduction in the related Extended Commitments) shall be permitted as may be agreed between the Borrower and the Lenders thereof. No Lender shall have any
obligation to agree to have any of its Loans or Commitments of any Existing Class converted into Extended Loans or Extended Commitments pursuant to any Extension Request. Any Extended Commitments of any Extension Series shall constitute a separate
Class of revolving credit commitments from Existing Commitments of the Specified Existing Commitment Class and from any other Existing Commitments (together with any other Extended Commitments so established on such date). 

  
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 (b) The Borrower shall provide the applicable Extension Request at least five (5) Business
Days (or such shorter period as the Administrative Agent may determine in its reasonable discretion) prior to the date on which Lenders under the Existing Class are requested to respond, and shall agree to such procedures, if any, as may be
established by, or acceptable to, the Administrative Agent, in each case acting reasonably, to accomplish the purpose of this Section 2.15. Any Lender (an “Extending Lender”) wishing to have all or a portion of
its Commitments (or any earlier Extended Commitments) of an Existing Class subject to such Extension Request converted into Extended Commitments shall notify the Administrative Agent (an “Extension Election”) on or prior to
the date specified in such Extension Request of the amount of its Commitments (and/or any earlier Extended Commitments) which it has elected to convert into Extended Commitments (subject to any minimum denomination requirements imposed by the
Administrative Agent). In the event that the aggregate amount of Commitments (and any earlier Extended Commitments) subject to Extension Elections exceeds the amount of Extended Commitments requested pursuant to the Extension Request, Commitments
and (and any earlier Extended Commitments) subject to Extension Elections shall be converted to Extended Commitments on a pro rata basis based on the amount of Commitments (and any earlier Extended Commitments) included in each such Extension
Election or as may be otherwise agreed to in the applicable Extension Amendment. Notwithstanding the conversion of any Existing Commitment into an Extended Commitment, such Extended Commitment shall be treated identically to all Existing Commitments
of the Specified Existing Commitment Class for purposes of the obligations of a Lender in respect of Swingline Loans under Section 2.1(c) and Letters of Credit under Section 3, except that the applicable Extension Amendment
may provide that the Swingline Maturity Date and/or the last day for issuing Letters of Credit may be extended and the related obligations to make Swingline Loans and issue Letters of Credit may be continued (pursuant to mechanics to be specified in
the applicable Extension Amendment) so long as the applicable Swingline Lender and/or the applicable Letter of Credit Issuer, as applicable, have consented to such extensions (it being understood that no consent of any other Lender shall be required
in connection with any such extension). 
 (c) Extended Commitments shall be established pursuant to an amendment (an “Extension
Amendment”) to this Agreement (which, notwithstanding anything to the contrary set forth in Section 13.1, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Commitments
established thereby) executed by the Credit Parties, the Administrative Agent and the Extending Lenders. It is understood and agreed that each Lender hereunder has consented, and shall at the effective time thereof be deemed to consent to each
amendment to this Agreement and the other Credit Documents authorized by this Section 2.17 and the arrangements described above in connection therewith. No Extension Amendment shall provide for any tranche of Extended Commitments in an
aggregate principal amount that is less than $200,000,000. Notwithstanding anything to the contrary in this Section 2.17(c) and without limiting the generality or applicability of Section 13.1 to any Section 2.17
Additional Amendments (as defined below), any Extension Amendment may provide for additional terms an/or additional amendments other than those referred to or contemplated above (any such additional amendment, a “Section 2.17 Additional
Amendment”) to this Agreement and the other Credit Documents; provided that such Section 2.17 Additional Amendments are within the requirements of Section 2.17(a) and do not become effective prior to the time that
such Section 2.17 Additional Amendments have been consented to (including, without limitation, pursuant to consents applicable to holders of any Extended Loans provided for in any Extension Amendment) by such of the Lenders, Credit Parties and
other parties (if any) as may be required in order for such Section 2.17 Additional Amendments to become effective in accordance with Section 13.1. 

(d) Notwithstanding anything to the contrary contained in this Agreement, (A) on any date on which any Class of Existing Commitments is
converted to extend the related scheduled maturity date(s) in accordance with paragraph (a) above (an “Extension Date”), in the case of the Existing Commitments of each Extending Lender under any Specified Existing Commitment
Class, the aggregate 

  
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principal amount of such Existing Commitments shall be deemed reduced by an amount equal to the aggregate principal amount of Extended Commitments so converted by such Lender on such date, and
such Extended Commitments shall be established as a separate Class of revolving credit commitments from the Specified Existing Commitment Class and from any other Existing Commitments (together with any other Extended Commitments so established on
such date) and (B) if, on any Extension Date, any Existing Loans of any Extending Lender are outstanding under the Specified Existing Commitment Class, such Existing Loans (and any related participations) shall be deemed to be allocated as
Extended Loans (and related participations) in the same proportion as such Extending Lender’s Specified Existing Commitments to Extended Commitments. 

(e) No exchange of Loans or Commitments pursuant to any Extension Amendment in accordance with this Section 2.17 shall constitute a
voluntary or mandatory payment or prepayment for purposes of this Agreement. 
 SECTION 3. Letters of Credit 

3.1 Letters of Credit. 

(a) Subject to and upon the terms and conditions herein set forth, at any time and from time to time on and after the Closing Date and prior to
the L/C Maturity Date, the Letter of Credit Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 3, to issue upon the request of the Borrower and for the direct or indirect benefit of the Borrower and
the Restricted Subsidiaries, a letter of credit or letters of credit (the “Letters of Credit” and each, a “Letter of Credit”) in such form and with such Issuer Documents as may be approved by the Letter of Credit
Issuer in its reasonable discretion; provided that the Borrower shall be a co-applicant of, and jointly and severally liable with respect to, each Letter of Credit issued for the account of a Restricted Subsidiary. 

(b) Notwithstanding the foregoing, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letters of Credit
Outstanding at such time, would exceed the Letter of Credit Commitment then in effect, (ii) no Letter of Credit shall be issued the Stated Amount of which would cause the aggregate amount of all Lenders’ Total Exposures at such time to
exceed the Loan Limit then in effect, (iii) each Letter of Credit shall have an expiration date occurring no later than one year after the date of issuance or such longer period of time as may be agreed by the applicable Issuing Lender, unless
otherwise agreed upon by the Administrative Agent and the Letter of Credit Issuer or as provided under Section 3.2(b); provided that any Letter of Credit may provide for automatic renewal thereof for additional periods of up to 12
months or such longer period of time as may be agreed by the applicable Letter of Credit Issuer, subject to the provisions of Section 3.2(b); provided, further, that in no event shall such expiration date occur later than
the L/C Maturity Date unless arrangements which are reasonably satisfactory to the Letter of Credit Issuer to Cash Collateralize (or backstop) such Letter of Credit have been made, (iv) each Letter of Credit shall be denominated in Dollars,
(v) no Letter of Credit shall be issued if it would be illegal under any applicable Requirement of Law for the beneficiary of the Letter of Credit to have a Letter of Credit issued in its favor and (vi) no Letter of Credit shall be issued
by a Letter of Credit Issuer after it has received a written notice from any Credit Party or the Administrative Agent or the Majority Lenders stating that a Default or Event of Default has occurred and is continuing until such time as the Letter of
Credit Issuer shall have received a written notice (A) of rescission of such notice from the party or parties originally delivering such notice, (B) of the waiver of such Default or Event of Default in accordance with the provisions of
Section 13.1 or (C) that such Default or Event of Default is no longer continuing. 

  
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 (c) Upon at least one Business Day’s prior written notice (or telephonic notice promptly
confirmed in writing) to the Administrative Agent and the Letter of Credit Issuer (which notice the Administrative Agent shall promptly transmit to each of the applicable Lenders), the Borrower shall have the right, on any day, permanently to
terminate or reduce the Letter of Credit Commitment in whole or in part; provided that, after giving effect to such termination or reduction, the Letters of Credit Outstanding shall not exceed the Letter of Credit Commitment. 

3.2 Letter of Credit Requests. 

(a) Whenever the Borrower desires that a Letter of Credit be issued for its account, the Borrower shall give the Administrative Agent and the
Letter of Credit Issuer a Letter of Credit Request by no later than 1:00 p.m. (New York City time) at least two (or such lesser number as may be agreed upon by the Administrative Agent and the Letter of Credit Issuer) Business Days prior to the
proposed date of issuance. Each notice shall be executed by the Borrower and shall be in the form of Exhibit C or such other form (including by electronic or fax transmission) as reasonably agreed between the Borrower, the Administrative
Agent and the Letter of Credit Issuer (each a “Letter of Credit Request”). No Letter of Credit Issuer shall issue any Letters of Credit unless such Letter of Credit Issuer shall have received notice from the Administrative Agent
that the conditions to such issuance have been met, which notice shall be deemed given (i) if the Letter of Credit Issuer has not received notice from the Administrative Agent that the conditions to such issuance have been met within two
Business Days after the date of the applicable Letter of Credit Request or (ii) if the aggregate amount of Letters of Credit Outstanding issued by such Letter of Credit Issuer then outstanding does not exceed the amount theretofore agreed to by
the Borrower, the Administrative Agent and such Letter of Credit Issuer, and the Administrative Agent has not otherwise notified such Letter of Credit Issuer that it may no longer rely on this clause (i). 

(b) If the Borrower so requests in any applicable Letter of Credit Request, the Letter of Credit Issuer may, in its sole and absolute
discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the Letter of Credit
Issuer to prevent any such extension at least once in each 12-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice
Date”) in each such 12-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the Letter of Credit Issuer, the Borrower shall not be required to make a specific request to the Letter of
Credit Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the Letter of Credit Issuer to permit the extension of such Letter of Credit at any
time to an expiry date not later than the L/C Maturity Date; provided, however, that the Letter of Credit Issuer shall not permit any such extension if (i) the Letter of Credit Issuer has determined that it would not be permitted, or
would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (b) of Section 3.1 or otherwise), or (ii) it has
received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (A) from the Administrative Agent that the Majority Lenders have elected not to permit such extension
or (B) from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 7 are not then satisfied, and in each such case directing the Letter of Credit Issuer not to permit
such extension. 
 (c) Each Letter of Credit Issuer (other than the Administrative Agent or any of its Affiliates) shall, at least once each
week, provide the Administrative Agent with a list of all Letters of Credit issued by it that are outstanding at such time; provided that, upon written request from the Administrative Agent, such Letter of Credit Issuer shall thereafter
notify the Administrative Agent in writing on each Business Day of all Letters of Credit issued on the prior Business Day by such Letter of Credit Issuer; provided further that the notification requirements of this Section 3.2(c)
shall not apply with respect to any Existing Letter of Credit. 

  
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 (d) The making of each Letter of Credit Request shall be deemed to be a representation and
warranty by the Borrower that the Letter of Credit may be issued in accordance with, and will not violate the requirements of, Section 3.1(b). 

3.3 Letter of Credit Participations. 

(a) Immediately upon the issuance by the Letter of Credit Issuer of any Letter of Credit (and on the Closing Date, with respect to the Existing
Letters of Credit), the Letter of Credit Issuer shall be deemed to have sold and transferred to each Lender (each such Lender, in its capacity under this Section 3.3, an “L/C Participant”), and each such L/C Participant
shall be deemed irrevocably and unconditionally to have purchased and received from the Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”), to the extent of
such L/C Participant’s Commitment Percentage, in each Letter of Credit, each substitute therefor, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty
pertaining thereto. 
 (b) In determining whether to pay under any Letter of Credit, the relevant Letter of Credit Issuer shall have no
obligation relative to the L/C Participants other than to confirm that (i) any documents required to be delivered under such Letter of Credit have been delivered, (ii) the Letter of Credit Issuer has examined the documents with reasonable
care and (iii) the documents appear to comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by the relevant Letter of Credit Issuer under or in connection with any Letter of Credit issued
by it, if taken or omitted in the absence of gross negligence or willful misconduct, shall not create for the Letter of Credit Issuer any resulting liability. 

(c) In the event that the Letter of Credit Issuer makes any payment under any Letter of Credit issued by it and the Borrower shall not have
repaid such amount in full to the respective Letter of Credit Issuer pursuant to Section 3.4(a), the Letter of Credit Issuer shall promptly notify the Administrative Agent and each L/C Participant of such failure, and each such L/C
Participant shall promptly and unconditionally pay to the Administrative Agent for the account of the Letter of Credit Issuer, the amount of such L/C Participant’s Commitment Percentage of such unreimbursed payment in Dollars and in immediately
available funds; provided, however, that no L/C Participant shall be obligated to pay to the Administrative Agent for the account of the Letter of Credit Issuer its Commitment Percentage of such unreimbursed amount arising from any wrongful
payment made by the Letter of Credit Issuer under any such Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the Letter of Credit Issuer. Each L/C Participant shall make available to
the Administrative Agent for the account of the Letter of Credit Issuer such L/C Participant’s Commitment Percentage of the amount of such payment no later than 1:00 p.m. (New York City time) on the first Business Day after the date notified by
the Letter of Credit Issuer in immediately available funds. If and to the extent such L/C Participant shall not have so made its Commitment Percentage of the amount of such payment available to the Administrative Agent for the account of the Letter
of Credit Issuer, such L/C Participant agrees to pay to the Administrative Agent for the account of the Letter of Credit Issuer, forthwith on demand, such amount, together with interest thereon for each day from such date until the date such amount
is paid to the Administrative Agent for the account of the Letter of Credit Issuer at a rate per annum equal to the Overnight Rate from time to time then in effect, plus any administrative, processing or similar fees customarily charged by the
Letter of Credit Issuer in connection with the foregoing. The failure of any L/C Participant to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Commitment Percentage of any payment under any Letter of
Credit shall not relieve any other L/C Participant of its obligation hereunder to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Commitment Percentage of any payment under such Letter of Credit on the
date required, as specified above, but no L/C Participant shall be responsible for the failure of any other L/C Participant to make available to the Administrative Agent such other L/C Participant’s Commitment Percentage of any such payment.


  
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 (d) Whenever the Letter of Credit Issuer receives a payment in respect of an unpaid reimbursement
obligation as to which the Administrative Agent has received for the account of the Letter of Credit Issuer any payments from the L/C Participants pursuant to clause (c) above, the Letter of Credit Issuer shall pay to the Administrative
Agent and the Administrative Agent shall promptly pay to each L/C Participant that has paid its Commitment Percentage of such reimbursement obligation, in Dollars and in immediately available funds, an amount equal to such L/C Participant’s
share (based upon the proportionate aggregate amount originally funded by such L/C Participant to the aggregate amount funded by all L/C Participants) of the principal amount so paid in respect of such reimbursement obligation and interest thereon
accruing after the purchase of the respective L/C Participations at the Overnight Rate. 
 (e) The obligations of the L/C Participants to
make payments to the Administrative Agent for the account of a Letter of Credit Issuer with respect to Letters of Credit shall be irrevocable and not subject to counterclaim, set-off or other defense or any other qualification or exception
whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including under any of the following circumstances: 

(i) any lack of validity or enforceability of this Agreement or any of the other Credit Documents; 

(ii) the existence of any claim, set-off, defense or other right that the Borrower may have at any time against a beneficiary named in a Letter
of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Letter of Credit Issuer, any Lender or other Person, whether in connection with this Agreement, any Letter of
Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Borrower and the beneficiary named in any such Letter of Credit); 

(iii) any draft, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or
insufficient in any respect or any statement therein being untrue or inaccurate in any respect; 
 (iv) the surrender or impairment of any
security for the performance or observance of any of the terms of any of the Credit Documents; or 
 (v) the occurrence of any Default or
Event of Default; 
 provided, however, that no L/C Participant shall be obligated to pay to the Administrative Agent for the account of the Letter
of Credit Issuer its Commitment Percentage of any unreimbursed amount arising from any wrongful payment made by the Letter of Credit Issuer under a Letter of Credit as a result of acts or omissions constituting willful misconduct, bad faith or gross
negligence on the part of the Letter of Credit Issuer. 
 3.4 Agreement to Repay Letter of Credit Drawings. 

(a) The Borrower hereby agrees to reimburse the Letter of Credit Issuer by making payment in Dollars to the Administrative Agent for the
account of the Letter of Credit Issuer in immediately available funds, for any payment or disbursement made by the Letter of Credit Issuer under any Letter of Credit issued by it (each such amount so paid until reimbursed, an “Unpaid
Drawing”) (i) within one 

  
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Business Day of the date of such payment or disbursement if the Letter of Credit Issuer provides notice to the Borrower of such payment or disbursement prior to 11:00 a.m. (New York City time) on
such next succeeding Business Day (from the date of such payment or disbursement or (ii) if such notice is received after such time, on the next Business Day following the date of receipt of such notice (such required date for reimbursement
under clause (i) or (ii), as applicable, on such Business Day (the “Reimbursement Date”)), with interest on the amount so paid or disbursed by such Letter of Credit Issuer, from and including the date of such payment or
disbursement to but excluding the Reimbursement Date, at the per annum rate for each day equal to the rate described in Section 2.8(a); provided that, notwithstanding anything contained in this Agreement to the contrary, with
respect to any Letter of Credit, (i) unless the Borrower shall have notified the Administrative Agent and the Letter of Credit Issuer prior to 11:00 a.m. (New York City time) on the Reimbursement Date that the Borrower intends to reimburse the
Letter of Credit Issuer for the amount of such drawing with funds other than the proceeds of Loans, the Borrower shall be deemed to have given a Notice of Borrowing requesting that the Lenders make Loans (which shall be ABR Loans) on the
Reimbursement Date in an amount equal to the amount at such drawing, and (ii) the Administrative Agent shall promptly notify each Letter of Credit Participant of such drawing and the amount of its Loan to be made in respect thereof, and each
Letter of Credit Participant shall be irrevocably obligated to make a Loan to the Borrower in the manner deemed to have been requested in the amount of its Commitment Percentage of the applicable Unpaid Drawing by 12:00 noon (New York City time) on
such Reimbursement Date by making the amount of such Loan available to the Administrative Agent. Such Loans made in respect of such Unpaid Drawing on such Reimbursement Date shall be made without regard to the Minimum Borrowing Amount and without
regard to the satisfaction of the conditions set forth in Section 7. The Administrative Agent shall use the proceeds of such Loans solely for purpose of reimbursing the Letter of Credit Issuer for the related Unpaid Drawing. In the event
that the Borrower fails to Cash Collateralize any Letter of Credit that is outstanding on the Maturity Date, the full amount of the Letters of Credit Outstanding in respect of such Letter of Credit shall be deemed to be an Unpaid Drawing subject to
the provisions of this Section 3.4 except that the Letter of Credit Issuer shall hold the proceeds received from the Lenders as contemplated above as cash collateral for such Letter of Credit to reimburse any Drawing under such Letter of
Credit and shall use such proceeds first, to reimburse itself for any Drawings made in respect of such Letter of Credit following the L/C Maturity Date, second, to the extent such Letter of Credit expires or is returned undrawn while
any such cash collateral remains, to the repayment of obligations in respect of any Loans that have not paid at such time and third, to the Borrower or as otherwise directed by a court of competent jurisdiction. Nothing in this
Section 3.4(a) shall affect the Borrower’s obligation to repay all outstanding Loans when due in accordance with the terms of this Agreement. 

(b) The obligations of the Borrower under this Section 3.4 to reimburse the Letter of Credit Issuer with respect to Unpaid Drawings
(including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that the Borrower or any other Person may have or have had against
the Letter of Credit Issuer, the Administrative Agent or any Lender (including in its capacity as an L/C Participant), including any defense based upon the failure of any drawing under a Letter of Credit (each a “Drawing”) to
conform to the terms of the Letter of Credit or any non-application or misapplication by the beneficiary of the proceeds of such Drawing; provided that the Borrower shall not be obligated to reimburse the Letter of Credit Issuer for any
wrongful payment made by the Letter of Credit Issuer under the Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct, bad faith or gross negligence on the part of the Letter of Credit Issuer. 

3.5 Increased Costs. If, after the Closing Date, the adoption of any Change in Law shall either (a) impose, modify or make
applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by the Letter of Credit Issuer, or any L/C Participant’s L/C Participation therein, or (b) impose on the Letter of Credit Issuer or
any L/C Participant any other 

  
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conditions, costs or expenses affecting its obligations under this Agreement in respect of Letters of Credit or L/C Participations therein or any Letter of Credit or such L/C Participant’s
L/C Participation therein, and the result of any of the foregoing is to increase the cost to the Letter of Credit Issuer or such L/C Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the amount of any sum
received or receivable by the Letter of Credit Issuer or such L/C Participant hereunder (other than (i) Taxes indemnifiable under Section 5.4, or (ii) Excluded Taxes) in respect of Letters of Credit or L/C Participations
therein, then, promptly (and in any event no later than 15 days) after receipt of written demand to the Borrower by the Letter of Credit Issuer or such L/C Participant, as the case may be (a copy of which notice shall be sent by the Letter of Credit
Issuer or such L/C Participant to the Administrative Agent), the Borrower shall pay to the Letter of Credit Issuer or such L/C Participant such additional amount or amounts as will compensate the Letter of Credit Issuer or such L/C Participant for
such increased cost or reduction, it being understood and agreed, however, that the Letter of Credit Issuer or an L/C Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any
request or directive to comply with, any such Requirement of Law as in effect on the Closing Date. A certificate submitted to the Borrower by the relevant Letter of Credit Issuer or an L/C Participant, as the case may be (a copy of which certificate
shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent), setting forth in reasonable detail the basis for the determination of such additional amount or amounts necessary to compensate the Letter of Credit
Issuer or such L/C Participant as aforesaid shall be conclusive and binding on the Borrower absent clearly demonstrable error. 
 3.6 New
or Successor Letter of Credit Issuer. 
 (a) The Letter of Credit Issuer may resign as a Letter of Credit Issuer upon 30 days’ prior
written notice to the Administrative Agent, the Lenders and the Borrower. The Borrower may replace the Letter of Credit Issuer for any reason upon written notice to the Letter of Credit Issuer and the Administrative Agent and may add Letter of
Credit Issuers at any time upon notice to the Administrative Agent. If the Letter of Credit Issuer shall resign or be replaced, or if the Borrower shall decide to add a new Letter of Credit Issuer under this Agreement, then the Borrower may appoint
from among the Lenders a successor issuer of Letters of Credit or a new Letter of Credit Issuer, as the case may be, or, with the consent of the Administrative Agent (such consent not to be unreasonably withheld) and such new Letter of Credit
Issuer, another successor or new issuer of Letters of Credit, whereupon such successor issuer shall succeed to the rights, powers and duties of the replaced or resigning Letter of Credit Issuer under this Agreement and the other Credit Documents, or
such new issuer of Letters of Credit shall be granted the rights, powers and duties of a Letter of Credit Issuer hereunder, and the term “Letter of Credit Issuer” shall mean such successor or such new issuer of Letters of Credit effective
upon such appointment. The acceptance of any appointment as a Letter of Credit Issuer hereunder whether as a successor issuer or new issuer of Letters of Credit in accordance with this Agreement, shall be evidenced by an agreement entered into by
such new or successor issuer of Letters of Credit, in a form reasonably satisfactory to the Borrower and the Administrative Agent and, from and after the effective date of such agreement, such new or successor issuer of Letters of Credit shall
become a “Letter of Credit Issuer” hereunder. After the resignation or replacement of a Letter of Credit Issuer hereunder, the resigning or replaced Letter of Credit Issuer shall remain a party hereto and shall continue to have all the
rights and obligations of a Letter of Credit Issuer under this Agreement and the other Credit Documents 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. In connection with any resignation or replacement pursuant to this clause (a) (but, in case of any such resignation, only to the extent that a successor issuer of Letters of Credit shall have been appointed), either (i) the
Borrower, the resigning or replaced Letter of Credit Issuer and the successor issuer of Letters of Credit shall arrange to have any outstanding Letters of Credit issued by the resigning or replaced Letter of Credit Issuer replaced with Letters of
Credit issued by the successor issuer of Letters of Credit or (ii) the Borrower shall cause the successor issuer of Letters of Credit, if such 

  
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successor issuer is reasonably satisfactory to the replaced or resigning Letter of Credit Issuer, to issue “back-stop” Letters of Credit naming the resigning or replaced Letter of
Credit Issuer as beneficiary for each outstanding Letter of Credit issued by the resigning or replaced Letter of Credit Issuer, which new Letters of Credit shall have a Stated Amount equal to the Letters of Credit being back-stopped and the sole
requirement for drawing on such new Letters of Credit shall be a drawing on the corresponding back-stopped Letters of Credit. After any resigning or replaced Letter of Credit Issuer’s resignation or replacement as Letter of Credit Issuer, the
provisions of this Agreement relating to a Letter of Credit Issuer shall inure to its benefit as to any actions taken or omitted to be taken by it (A) while it was a Letter of Credit Issuer under this Agreement or (B) at any time with
respect to Letters of Credit issued by such Letter of Credit Issuer. 
 (b) To the extent that there are, at the time of any resignation or
replacement as set forth in clause (a) above, any outstanding Letters of Credit, nothing herein shall be deemed to impact or impair any rights and obligations of any of the parties hereto with respect to such outstanding Letters of
Credit (including any obligations related to the payment of fees or the reimbursement or funding of amounts drawn), except that the Borrower, the resigning or replaced Letter of Credit Issuer and the successor issuer of Letters of Credit shall have
the obligations regarding outstanding Letters of Credit described in clause (a) above. 
 3.7 Role of Letter of Credit
Issuer. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the Letter of Credit Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents
expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Letter of Credit Issuer, the
Administrative Agent, any of their respective affiliates nor any correspondent, participant or assignee of the Letter of Credit Issuer shall be liable to any Lender for (a) any action taken or omitted in connection herewith at the request or
with the approval of the Majority Lenders, (b) any action taken or omitted in the absence of gross negligence or willful misconduct or (c) the due execution, effectiveness, validity or enforceability of any document or instrument related
to any Letter of Credit or Issuer Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and
shall not, preclude the Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Letter of Credit Issuer, the Administrative Agent, any of their
respective affiliates nor any correspondent, participant or assignee of the Letter of Credit Issuer shall be liable or responsible for any of the matters described in Section 3.3(e); provided that anything in such Section to the
contrary notwithstanding, the Borrower may have a claim against the Letter of Credit Issuer, and the Letter of Credit Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or
exemplary, damages suffered by the Borrower which the Borrower proves were caused by the Letter of Credit Issuer’s willful misconduct or gross negligence or the Letter of Credit Issuer’s willful failure to pay under any Letter of Credit
after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the Letter of Credit Issuer may accept
documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Letter of Credit Issuer shall not be responsible for the validity or sufficiency
of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. 

  
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 3.8 Cash Collateral. 

(a) Upon the request of the Majority Lenders if, as of the L/C Maturity Date, there are any Letters of Credit Outstanding, the Borrower shall
immediately Cash Collateralize the then Letters of Credit Outstanding. 
 (b) If any Event of Default shall occur and be continuing, the
Majority Lenders may require that the L/C Obligations be Cash Collateralized; provided that, upon the occurrence of an Event of Default referred to in Section 11.5 with respect to the Borrower, the Borrower shall immediately Cash
Collateralize the Letters of Credit then outstanding and no notice or request by or consent from the Majority Lenders shall be required. 

(c) For purposes of this Agreement, “Cash Collateralize” shall mean to pledge and deposit with or deliver to the
Administrative Agent, for the benefit of the Letter of Credit Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances in an amount equal to the amount of the Letters of Credit Outstanding required to be Cash
Collateralized pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the Letter of Credit Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding
meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the Letter of Credit Issuer and the L/C Participants, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the
foregoing. Such cash Collateral shall be maintained in blocked, interest bearing deposit accounts established by and in the name of the Borrower, but under the “control” (as defined in Section 9-104 of the UCC) of the Administrative
Agent. 
 3.9 Existing Letters of Credit. Subject to the terms and conditions hereof, each Existing Letter of Credit that is
outstanding on the Closing Date, listed on Schedule 1.1(e) shall, effective as of the Closing Date and without any further action by the Borrower, be continued as a Letter of Credit hereunder and from and after the Closing Date shall be deemed a
Letter of Credit for all purposes hereof and shall be subject to and governed by the terms and conditions hereof. 
 3.10 Applicability of
ISP and UCP. Unless otherwise expressly agreed by the Letter of Credit Issuer and the Borrower when a Letter of Credit is issued, (a) the rules of the ISP shall apply to each standby Letter of Credit and (b) the rules of the Uniform
Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce at the time of issuance, shall apply to each commercial Letter of Credit. 

3.11 Conflict with Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Document, the
terms hereof shall control. 
 3.12 Letters of Credit Issued for Restricted Subsidiaries. Notwithstanding that a Letter of Credit
issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Restricted Subsidiary, the Borrower shall be obligated to reimburse the Letter of Credit Issuer hereunder for any and all drawings under such Letter of
Credit. The Borrower hereby acknowledges that the issuance of Letters of Credit for the account of Restricted Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the businesses
of such Restricted Subsidiaries. 

  
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 SECTION 4. Fees; Commitments 

4.1 Fees. 
 (a) The
Borrower agrees to pay to the Administrative Agent in Dollars, for the account of each Lender (in each case pro rata according to the respective Commitment Percentages of the Lenders), a commitment fee (the “Commitment Fee”) for
each day from the Closing Date until but excluding the Termination Date. Each Commitment Fee shall be payable by the Borrower (i) quarterly in arrears on the last Business Day of each March, June, September and December (for the three-month
period (or portion thereof) ended on such day for which no payment has been received) and (ii) on the Termination Date (for the period ended on such date for which no payment has been received pursuant to clause (i) above), and
shall be computed for each day during such period at a rate per annum equal to the Commitment Fee Rate in effect on such day on the Available Commitment (assuming for this purpose that there is no reference to “Swingline Exposure” in the
definition of Total Exposure) in effect on such day. 
 (b) The Borrower agrees to pay to the Administrative Agent in Dollars for the account
of the Lenders pro rata on the basis of their respective Letter of Credit Exposure, a fee in respect of each Letter of Credit (the “Letter of Credit Fee”), for the period from the date of issuance of such Letter of Credit until the
termination or expiration date of such Letter of Credit computed at the per annum rate for each day equal to the Applicable Margin for LIBOR Loans on the average daily Stated Amount of such Letter of Credit. Such Letter of Credit Fees shall be due
and payable (i) quarterly in arrears on the last Business Day of each March, June, September and December and (ii) on the Termination Date (for the period for which no payment has been received pursuant to clause (i) above).

 (c) The Borrower agrees to pay to each Letter of Credit Issuer a fee in respect of each Letter of Credit issued by it (the
“Fronting Fee”), for the period from the date of issuance of such Letter of Credit to the termination or expiration date of such Letter of Credit, computed at the rate for each day equal to 0.125% per annum (or such other
amount a may be agreed in a separate writing between the Borrower and any Letter of Credit Issuer) on the average daily Stated Amount of such Letter of Credit (or at such other rate per annum as agreed in writing between the Borrower and the Letter
of Credit Issuer). Such Fronting Fees shall be due and payable by the Borrower (i) quarterly in arrears on the last Business Day of each March, June, September and December and (ii) on the Termination Date (for the period for which no
payment has been received pursuant to clause (i) above). 
 (d) The Borrower agrees to pay directly to the Letter of Credit
Issuer upon each issuance of, drawing under, and/or amendment of, a Letter of Credit issued by it such amount as the Letter of Credit Issuer and the Borrower shall have agreed upon for issuances of, drawings under or amendments of, letters of credit
issued by it. 
 (e) The Borrower agrees to pay to the Administrative Agent the administrative agent fees in the amounts and on the dates as
set forth in writing from time to time between the Administrative Agent and the Borrower. 
 4.2 Voluntary Reduction of Commitments.

 (a) Upon at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative
Agent at the Administrative Agent’s Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, without premium or penalty, on any day, permanently to terminate or reduce the
Commitments of any Class, as determined by the Borrower, in whole or in part; provided that (a) with respect to the Commitments, any such termination or reduction shall apply proportionately and permanently to reduce


  
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the Commitments of each of the Lenders of such Class, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among classes of
Commitments either (A) ratably among Classes or (B) first to the Commitments with respect to any Existing Commitments and second to any Extended Commitments and (2) in connection with the establishment on any date of any Extended
Commitments pursuant to Section 2.17, the Existing Commitments of any one or more Lenders providing any such Extended Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Commitments so
extended on such date (provided that (x) after giving effect to any such reduction and to the repayment of any Loans made on such date, the Total Exposure of any such Lender does not exceed the Commitment thereof (such Total Exposure and
Commitment being determined in each case, for the avoidance of doubt, exclusive of such Lender’s Extended Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the
preceding clause shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion pursuant to
Section 2.17 of Existing Commitments and Existing Loans into Extended Commitments and Extended Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (b) any partial reduction pursuant to
this Section 4.2 shall be in the amount of at least $1,000,000 and (c) after giving effect to such termination or reduction and to any prepayments of Loans or cancellation or Cash Collateralization of Letters of Credit made on the
date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Total Exposures shall not exceed the Loan Limit. 

(b) The Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than two (2) Business Days’
prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.15(f) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting
Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any
Letter of Credit Issuer, the Swingline Lender or any Lender may have against such Defaulting Lender. 
 4.3 Mandatory Termination of
Commitments. 
 (a) The Total Commitment shall terminate at 5:00 p.m. (New York City time) on the Termination Date. 

(b) The Swingline Commitment shall terminate at 5:00 p.m. (New York City time) on the earlier of (x) the Swingline Maturity Date and
(y) the Termination Date. 
 SECTION 5. Payments 

5.1 Voluntary Prepayments. The Borrower shall have the right to prepay Loans and Swingline Loans, in each case, without premium or
penalty, in whole or in part from time to time on the following terms and conditions: 
 (a) the Borrower shall give the Administrative Agent
at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) being
prepaid, which notice shall be given by the Borrower no later than 1:00 p.m. (New York City time) (i) in the case of LIBOR Loans, three Business Days prior to and (ii) in the case of ABR Loans on the date of such prepayment and shall
promptly be transmitted by the Administrative Agent to each of the Lenders; 

  
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 (b) each partial prepayment of (i) LIBOR Loans shall be in a minimum amount of $500,000 and
in multiples of $100,000 in excess thereof, and (ii) any ABR Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof; provided that no partial prepayment of LIBOR Loans made pursuant to a single
Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans; and 

(c) any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable
thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. 
 Each such notice shall specify the date
and amount of such prepayment and the Type of Loans to be prepaid. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Loans of a Defaulting Lender. 

Notwithstanding the foregoing (and as provided in clause (1) of the proviso to Section 2.17(a)), the Borrower may not prepay Extended
Loans of any Extension Series unless such prepayment is accompanied by a pro rata repayment of Existing Loans of the Specified Existing Commitment Class of the Existing Class from which such Extended Loans and Extended Commitments were converted (or
such Loans and Commitments of the Existing Class have otherwise been repaid and terminated in full). 
 5.2 Mandatory Prepayments.

 (a) Repayment following Optional Reduction of Commitments. If, after giving effect to any termination or reduction of the
Commitments pursuant to Section 4.2(a), the aggregate Total Exposures of all Lenders exceeds the Loan Limit (as reduced), then the Borrower shall on the same Business Day (i) prepay the Swingline Loans and, after all Swingline Loans
have been paid in full, the remaining Loans on the date of such termination or reduction in an aggregate principal amount equal to such excess and (ii) if any excess remains after prepaying all of the Loans as a result of any Letter of Credit
Exposure, pay to the Administrative Agent on behalf of the Letter of Credit Issuer and the L/C Participants an amount in cash equal to such excess to be held as cash collateral as provided in Section 3.8. 

(b) Repayment of Loans Following Redetermination or Adjustment of Borrowing Base. 

(i) Upon any redetermination of the Borrowing Base in accordance with Section 2.14(b), if the aggregate Total Exposures of all
Lenders exceeds the redetermined Borrowing Base, then the Borrower shall, within 10 Business Days after its receipt of a New Borrowing Base Notice indicating such Borrowing Base Deficiency, inform the Administrative Agent of the Borrower’s
election to: (A) within 30 days following such election prepay the Loans in an aggregate principal amount equal to such excess, (B) prepay the Loans in six equal monthly installments, commencing on the 30th day following its receipt of
such New Borrowing Base Notice with each payment being equal to 1/6th of the aggregate principal amount of such excess, (C) within 30 days following such election, provide additional Collateral in the form of additional Oil and Gas Properties
not evaluated in the most recently delivered Reserve Report or other Collateral reasonably acceptable to the Administrative Agent having a Borrowing Base value (as proposed by the Administrative Agent and approved by the Required Lenders)
sufficient, after giving effect to any other actions taken pursuant to this Section 5.2(b)(i) to eliminate any such excess or (D) undertake a combination of clauses (A), (B) and (C); provided that
if, because of Letter of Credit Exposure, a Borrowing Base Deficiency remains after prepaying all of the Loans, the Borrower shall Cash Collateralize such remaining Borrowing Base Deficiency as provided in Section 3.8; provided
further, that all payments required to be made pursuant to this Section 5.2(b)(i) must be made on or prior to the Termination Date. 

  
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 (ii) Upon any adjustment to the Borrowing Base pursuant to Section 2.14(e),
(f) or (g), if the aggregate Total Exposures of all Lenders exceeds the Borrowing Base, as adjusted, then the Borrower shall (A) prepay the Loans in an aggregate principal amount equal to such excess and (B) if any
excess remains after prepaying all of the Loans as a result of any Letter of Credit Exposure, Cash Collateralize such excess as provided in Section 3.8. The Borrower shall be obligated to make such prepayment and/or deposit of cash
collateral no later than two Business Days following the date it receives written notice from the Administrative Agent of the adjustment of the Borrowing Base and the resulting Borrowing Base Deficiency; provided that all payments required to
be made pursuant to this clause must be made on or prior to the Termination Date. 
 (c) Application to Loans. With respect to each
prepayment of Loans elected under Section 5.1 or required by Section 5.2, the Borrower may designate (i) the Types of Loans that are to be prepaid and the specific Borrowing(s) being repaid and (ii) the Loans to be
prepaid; provided that (A) each prepayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans and (B) notwithstanding the provisions of the preceding clause (A), no prepayment of Loans shall
be applied to the Loans of any Defaulting Lender unless otherwise agreed in writing by the Borrower. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make
such designation in its reasonable discretion with a view, but no obligation, to minimize breakage costs owing under Section 2.11. 

(d) LIBOR Interest Periods. In lieu of making any payment pursuant to this Section 5.2 in respect of any LIBOR Loan, other
than on the last day of the Interest Period therefor so long as no Event of Default shall have occurred and be continuing, the Borrower at its option may deposit, on behalf of the Borrower, with the Administrative Agent an amount equal to the amount
of the LIBOR Loan to be prepaid and such LIBOR Loan shall be repaid on the last day of the Interest Period therefor in the required amount. Such deposit shall be held by the Administrative Agent in a corporate time deposit account established on
terms reasonably satisfactory to the Administrative Agent, earning interest at the then customary rate for accounts of such type. Such deposit shall constitute cash collateral for the LIBOR Loans to be so prepaid; provided that the Borrower
may at any time direct that such deposit be applied to make the applicable payment required pursuant to this Section 5.2. 
 (e)
Application of Proceeds. The application of proceeds pursuant to this Section 5.2 shall not reduce the aggregate amount of Commitments under the Facility and amounts prepaid may be reborrowed subject to the Available Commitment.

 5.3 Method and Place of Payment. 

(a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrower without set-off,
counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders entitled thereto or the Letter of Credit Issuer or the Swingline Lender entitled thereto, as the case may be, not later than 2:00 p.m. (New
York City time), in each case, on the date when due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the
Borrower; it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such
payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder and all other payments under each Credit Document shall be made in Dollars. The
Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on the next Business Day in the sole discretion of the
Administrative Agent) like funds relating to the payment of principal or interest or fees ratably to the Lenders or the Letter of Credit Issuer, as applicable, entitled thereto. 

  
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 (b) For purposes of computing interest or fees, any payments under this Agreement that are made
later than 2:00 p.m. (New York City time) shall be deemed to have been made on the next succeeding Business Day in the sole discretion of the Administrative Agent. Whenever any payment to be made hereunder shall be stated to be due on a day that is
not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such
extension. 
 5.4 Net Payments. 

(a) Any and all payments made by or on behalf of the Borrower or any Guarantor under this Agreement or any other Credit Document shall be made
free and clear of, and without deduction or withholding for or on account of, any Indemnified Taxes or Other Taxes; provided that if the Borrower or any Guarantor or the Administrative Agent shall be required by applicable Requirements of Law
to deduct or withhold any Taxes from such payments, then (i) the Borrower or such Guarantor or the Administrative Agent shall make such deductions or withholdings as are reasonably determined by the Borrower, such Guarantor or the
Administrative Agent to be required by any applicable Requirement of Law, (ii) the Borrower, such Guarantor or the Administrative Agent, as applicable, shall timely pay the full amount deducted or withheld to the relevant Governmental Authority
within the time allowed and in accordance with applicable Requirements of Law, and (iii) to the extent withholding or deduction is required to be made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower or such
Guarantor shall be increased as necessary so that after making all required deductions and withholdings (including deductions or withholdings applicable to additional sums payable under this Section 5.4) the Administrative Agent, the Collateral
Agent, any Letter of Credit Issuer or any Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions or withholdings been made. Whenever any Indemnified Taxes or Other Taxes are payable by the
Borrower or such Guarantor, as promptly as possible thereafter, the Borrower or Guarantor shall send to the Administrative Agent for its own account or for the account of such Letter of Credit Issuer or Lender, as the case may be, a certified copy
of an official receipt (or other evidence acceptable to such Letter of Credit Issuer or Lender, acting reasonably) received by the Borrower or such Guarantor showing payment thereof. After any payment of Taxes by any Credit Party or the
Administrative Agent to a Governmental Authority as provided in this Section 5.4, the Borrower shall deliver to the Administrative Agent or the Administrative Agent shall deliver to the Borrower, as the case may be, a copy of a receipt issued
by such Governmental Authority evidencing such payment, a copy of any return required by laws to report such payment or other evidence of such payment reasonably satisfactory to the Borrower or the Administrative Agent, as the case may be. 

(b) The Borrower shall timely pay and shall indemnify and hold harmless the Administrative Agent, the Collateral Agent and each Lender with
regard to any Other Taxes (whether or not such Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority). 

(c) The Borrower shall indemnify and hold harmless the Administrative Agent, the Collateral Agent and each Lender within 15 Business Days after
written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes imposed on the Administrative Agent, the Collateral Agent or such Lender, as the case may be (including Indemnified Taxes or Other Taxes imposed or asserted on or
attributable to amounts payable under this Section 5.4), and any 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 setting forth in reasonable detail the basis and calculation of the amount of such payment or liability delivered to the Borrower by a Lender, the Administrative Agent or the Collateral Agent (as
applicable) on its own behalf or on behalf of a Lender shall be conclusive absent manifest error. 

  
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 (d) Each Lender shall deliver to the Borrower and the Administrative Agent, at such time or times
reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law and such other reasonably requested information as will permit the Borrower or the Administrative
Agent, as the case may be, to determine (A) whether or not any payments made hereunder or under any other Credit Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such
Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of any payments to be made to such Lender by any Credit Party pursuant to any Credit Document or otherwise to establish such Lender’s status
for withholding tax purposes in the applicable jurisdiction. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the
Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. 

(e) Without limiting the generality of the foregoing, each Non-U.S. Lender with respect to any Loan made to the Borrower shall, to the extent
it is legally entitled to do so: 
 (i) deliver to the Borrower and the Administrative Agent, prior to the date on which the first payment to
the Non-U.S. Lender is due hereunder, two copies of (A) in the case of a Non-U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio
interest”, United States Internal Revenue Service Form W-8BEN (or any applicable successor form) (together with a certificate (substantially in the form of Exhibit N hereto) representing that such Non-U.S. Lender is not a bank for
purposes of Section 881(c) of the Code, is not a 10% shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower, is not a CFC related to the Borrower (within the meaning of Section 864(d)(4) of the Code) and
the interest payments in question are not effectively connected with the United States trade or business conducted by such Lender), (B) Internal Revenue Service Form W-8BEN or Form W-8ECI (or any applicable successor form), in each case
properly completed and duly executed by such Non-U.S. Lender claiming complete exemption from, or reduced rate of, U.S. Federal withholding tax on payments by the Borrower under this Agreement, (C) Internal Revenue Service Form W-8IMY (or any
applicable successor form) and all necessary attachments (including the forms described in clauses (A) and (B) above, as required) or (D) any other form prescribed by applicable law as a basis for claiming exemption from
or a reduction in United States federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower to determine the withholding or deduction required to be made; and

 (ii) deliver to the Borrower and the Administrative Agent two further copies of any such form or certification (or any applicable
successor form) on or before the date that any such form or certification expires or becomes obsolete or invalid, after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Borrower, and from time
to time thereafter if reasonably requested by the Borrower and the Administrative Agent; 
 unless in any such case any Change in Law has occurred prior to
the date on which any such delivery would otherwise be required that renders any such form inapplicable or would prevent such Non-U.S. Lender from duly completing and delivering any such form with respect to it and such Non-U.S. Lender promptly so
advises the Borrower and the Administrative Agent. Each Person that shall become a Participant pursuant to Section 13.6 or a Lender pursuant to Section 13.6 shall, upon the effectiveness of the related transfer, be required
to provide all the forms and statements required pursuant to this Section 5.4(e); provided that in the case of a Participant such Participant shall furnish all such required forms and statements to the Lender from which the related
participation shall have been purchased. 

  
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 (f) If any Lender, the Administrative Agent or the Collateral Agent, as applicable, determines,
in its sole discretion, that it had received and retained a refund of an Indemnified Tax or Other Tax for which a payment has been made by the Borrower or any Guarantor pursuant to this Agreement or any other Credit Document, which refund in the
good faith judgment of such Lender, the Administrative Agent or the Collateral Agent, as the case may be, is attributable to such payment made by the Borrower or any Guarantor, then the Lender, the Administrative Agent or the Collateral Agent, as
the case may be, shall reimburse the Borrower or such Guarantor for such amount (net of all out-of-pocket expenses of such Lender, the Administrative Agent or the Collateral Agent, as the case may be, and without interest other than any interest
received thereon from the relevant Governmental Authority with respect to such refund) as the Lender, Administrative Agent or the Collateral Agent, as the case may be, determines in its sole discretion to be the proportion of the refund as will
leave it, after such reimbursement, in no better or worse position (taking into account expenses or any taxes imposed on the refund) than it would have been in if the payment had not been required; provided that the Borrower or such
Guarantor, upon the request of the Lender, the Administrative Agent or the Collateral Agent, agrees to repay the amount paid over to the Borrower or such Guarantor (plus any penalties, interest or other charges imposed by the relevant Governmental
Authority) to the Lender, the Administrative Agent or the Collateral Agent in the event the Lender, the Administrative Agent or the Collateral Agent is required to repay such refund to such Governmental Authority. In such event, such Lender, the
Administrative Agent or the Collateral Agent, as the case may be, shall, at the Borrower’s request, provide the Borrower with a copy of any notice of assessment or other evidence of the requirement to repay such refund received from the
relevant Governmental Authority (provided that such Lender, the Administrative Agent or the Collateral Agent may delete any information therein that it deems confidential). A Lender, the Administrative Agent or the Collateral Agent shall claim any
refund that it determines is available to it, unless it concludes in its sole discretion that it would be adversely affected by making such a claim. No Lender nor the Administrative Agent nor the Collateral Agent shall be obliged to make available
its tax returns (or any other information relating to its taxes that it deems confidential) to any Credit Party in connection with this clause (f) or any other provision of this Section 5.4. 

(g) If the Borrower determines that a reasonable basis exists for contesting a Tax, each Lender or Agent, as the case may be, shall use
reasonable efforts to cooperate with the Borrower as the Borrower may reasonably request in challenging such Tax. The Borrower shall indemnify and hold each Lender and Agent harmless against any out-of-pocket expenses incurred by such Person in
connection with any request made by the Borrower pursuant to this Section 5.4(g). Nothing in this Section 5.4(g) shall obligate any Lender or Agent to take any action that such Person, in its sole judgment, determines may
result in a material detriment to such Person. 
 (h) Each Lender and Agent that is a United States person under Section 7701(a)(30) of
the Code (each, a “U.S. Lender”) shall deliver to the Borrower and the Administrative Agent two Internal Revenue Service Forms W-9 (or substitute or successor form), properly completed and duly executed, certifying that such
Lender or Agent is exempt from United States federal backup withholding (i) on or prior to the Closing Date (or on or prior to the date it becomes a party to this Agreement), (ii) on or before the date that such form expires or becomes
obsolete or invalid, (iii) after the occurrence of a change in the Agent’s or Lender’s circumstances requiring a change in the most recent form previously delivered by it to the Borrower and the Administrative Agent, and
(iv) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent. 

  
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 (i) If a payment made to any Lender or any Agent under this Agreement or any other Credit
Document would be subject to U.S. federal withholding tax imposed by FATCA if such Lender or such Agent were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the
Code, as applicable), such Lender or such Agent shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such
documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower
and the Administrative Agent to comply with their obligations under FATCA, to determine that such Lender has or has not complied with such Lender’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such
payment. Solely for purposes of this Section 5.4(i), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. 

(j) For the avoidance of doubt, for purposes of this Section 5.4, the term “Lender” includes any Letter of Credit Issuer
and any Swingline Lender 
 (k) The agreements in this Section 5.4 shall survive the termination of this Agreement and the
payment of the Loans and all other amounts payable hereunder. 
 5.5 Computations of Interest and Fees. 

(a) Except as provided in the next succeeding sentence, Interest on LIBOR Loans and ABR Loans shall be calculated on the basis of a 360-day
year for the actual days elapsed. Interest on ABR Loans in respect of which the rate of interest is calculated on the basis of the Administrative Agent’s prime rate and interest on overdue interest shall be calculated on the basis of a 365- (or
366-, as the case may be) day year for the actual days elapsed. 
 (b) Fees and the average daily Stated Amount of Letters of Credit shall be
calculated on the basis of a 360-day year for the actual days elapsed. 
 5.6 Limit on Rate of Interest. 

(a) No Payment Shall Exceed Lawful Rate. Notwithstanding any other term of this Agreement, the Borrower shall not be obligated to pay
any interest or other amounts under or in connection with this Agreement or otherwise in respect to any of the Obligations in excess of the amount or rate permitted under or consistent with any applicable law, rule or regulation. 

(b) Payment at Highest Lawful Rate. If the Borrower is not obliged to make a payment that it would otherwise be required to make, as a
result of Section 5.6(a), the Borrower shall make such payment to the maximum extent permitted by or consistent with applicable laws, rules and regulations. 

(c) Adjustment if Any Payment Exceeds Lawful Rate. If any provision of this Agreement or any of the other Credit Documents would
obligate the Borrower or any other Credit Party to make any payment of interest or other amount payable to any Lender in an amount or calculated at a rate that would be prohibited by any applicable Requirement of Law, then notwithstanding such
provision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by applicable Requirements of Law, such adjustment to be
effected, to the extent necessary, by reducing the amount or rate of interest required to be paid by the Borrower to the affected Lender under Section 2.8. 

  
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 (d) Rebate of Excess Interest. Notwithstanding the foregoing, and after giving effect to
all adjustments contemplated thereby, if any Lender shall have received from the Borrower an amount in excess of the maximum permitted by any applicable Requirement of Law, then the Borrower shall be entitled, by notice in writing to the
Administrative Agent to obtain reimbursement from that Lender in an amount equal to such excess, and pending such reimbursement, such amount shall be deemed to be an amount payable by that Lender to the Borrower. 

SECTION 6. Conditions Precedent to Initial Borrowing. 

The initial Borrowing under this Agreement is subject to the satisfaction of the following conditions precedent, except as otherwise agreed or
waived pursuant to Section 13.1. 
 6.1 Credit Documents. The Administrative Agent shall have received: 

(a) this Agreement, executed and delivered by a duly Authorized Officer of each of the Borrower, each Agent, each Lender (including the
Swingline Lender) and each Letter of Credit Issuer; 
 (b) the Guarantee, executed and delivered by a duly Authorized Officer of each Person
that is a Guarantor as of the Closing Date; 
 (c) the Security Agreement, executed and delivered by a duly Authorized Officer of the
Borrower, the Collateral Agent and each Person that is a Guarantor as of the Closing Date; and 
 (d) the Pledge Agreement, executed and
delivered by a duly Authorized Officer of Holdings, the Borrower, the Collateral Agent and each other pledgor party thereto as of the Closing Date. 

6.2 Collateral. Except for any items referred to on Schedule 9.13(b): 

(a) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably
requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document and perfect such Liens to the extent required by, and with the priority required by, such Security Document
shall have been delivered to the Collateral Agent for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for Liens permitted under Section 10.2.

 (b) All Stock of the Borrower and all Stock of each Restricted Subsidiary of the Borrower directly or indirectly owned by the Borrower or
any Subsidiary Guarantor, in each case as of the Closing Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock) and the Collateral Agent shall have received
all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blank. 

(c) (i) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess
of $10,000,000 (individually) that is owing to the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received all such
promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. 
 (ii) All Indebtedness of the
Borrower and each of its Restricted Subsidiaries that is owing to any Credit Party shall be evidenced by the Intercompany Note, which shall be executed and delivered by the Borrower and each of the Restricted Subsidiaries and shall have been pledged
pursuant to the Pledge Agreement, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blank. 

  
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 (d) The Guarantee shall be in full force and effect. 

6.3 Legal Opinions. The Administrative Agent shall have received the executed legal opinions of (a) Simpson Thacher &
Bartlett LLP, counsel to the Borrower, substantially in the form of Exhibit H, and (b) local counsel to the Borrower in the jurisdictions listed on Schedule 6.3 in form and substance reasonably satisfactory to the Administrative
Agent. The Borrower, the other Credit Parties and the Administrative Agent hereby instruct such counsel to deliver such legal opinions. 

6.4 Contemporaneous Debt Repayment. Substantially simultaneously with the initial Borrowing under the Facility, the Debt Repayment shall
have been consummated. 
 6.5 Equity Contribution. Equity Investments in an amount not less than the Minimum Equity Amount shall have
been made. 
 6.6 Closing Certificates. The Administrative Agent shall have received a certificate of the Credit Parties, dated the
Closing Date, substantially in the form of Exhibit I, with appropriate insertions, executed by the President or any Vice President and the Secretary or any Assistant Secretary of each Credit Party, and attaching the documents referred to in
Section 6.7 and such other closing certificates as it may reasonably request. 
 6.7 Authorization of Proceedings of Each Credit
Party; Organizational Documents. The Administrative Agent shall have received (a) a copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the board of directors or managers of each Credit
Party (or a duly authorized committee thereof) authorizing (i) the execution, delivery and performance of the Credit Documents (and any agreements relating thereto) to which it is a party and (ii) in the case of the Borrower, the
extensions of credit contemplated hereunder and (b) true and complete copies of each of the organizational documents of each Person that is a Credit Party as of the Closing Date. 

6.8 Fees. All fees required to be paid on the Closing Date pursuant to any fee letter previously agreed in writing between the Agents,
the Lead Arranger, the Joint Bookrunners and Holdings or the Borrower and reasonable out-of-pocket expenses required to be paid on the Closing Date pursuant to any commitment letter in respect of the Commitments as agreed in writing between the
Agents, the Lead Arranger, the Joint Bookrunners and Holdings or the Borrower, to the extent invoiced at least three business days prior to the Closing Date (except as otherwise reasonably agreed by the Borrower), shall, upon the initial Borrowings
hereunder, have been, or will be substantially simultaneously, paid (which amounts may be offset against the proceeds of the Closing Date Loans). 

6.9 Representations. On the Closing Date, the Company Representations and Specified Representations shall be true and correct in all
material respects. 
 6.10 Solvency Certificate. On the Closing Date, the Administrative Agent shall have received a certificate from
the Chief Financial Officer, the Treasurer, the Vice President-Finance or any other senior financial officer of the Borrower substantially in the form of Exhibit M. 

6.11 Acquisition. The Acquisition shall, substantially concurrently with the initial borrowing under this Agreement, be consummated in
all material respects in accordance with the terms of the Stock Purchase Agreement, without giving effect to any modifications, amendments or express waivers thereto that are materially adverse to the Lenders without the consent of the Lead
Arrangers (not to be 

  
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unreasonably withheld or delayed) (it being understood and agreed that any reduction in the purchase price shall not be deemed to be materially adverse to the Lenders but shall be allocated
ratably in proportion to the actual percentages that the amount of the Equity Investment, the Senior Interim Loan and the Closing Date Loans bear to the pro forma total capitalization of the Borrower and its Subsidiaries after giving effect to the
Transactions). 
 6.12 Patriot Act. The Administrative Agent and the Joint Bookrunners shall have received all documentation and other
information about the Borrower and the Guarantors as shall have been reasonably requested in writing by the Administrative Agent or the Joint Bookrunners at least seven calendar days prior to the Closing Date and as is mutually agreed to be required
by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act. 

6.13 Historical Financial Statements. The Lead Arrangers shall have received true, correct and complete copies of the Historical
Financial Statements and the Segmented Financial Statements. 
 6.14 Pro Forma Financial Statements. The Lead Arrangers shall have
received a pro forma balance sheet as of September 30, 2011, and pro forma related statement of income for the last 12 months ended September 30, 2011, in each case, reflecting the removal of the properties and businesses pursuant to the
Gulf Coast and Offshore Reorganization and Selling Stockholder Transaction and prepared after giving effect to the Transactions as if the Transactions had occurred as of such dates (in the case of such balance sheet) or at the beginning of such
periods (in the case of such other income statement). 
 6.15 Material Adverse Change. Except (i) as set forth in the Disclosure
Schedule to the Stock Purchase Agreement, (ii) for matters related to the assets, liabilities and operations of Samson’s Offshore Division and Gulf Coast Division and (iii) for matters related to the assets conveyed to Schusterman (as
defined in the Stock Purchase Agreement) pursuant to the Selling Stockholder Transaction, since June 30, 2011, no Material Adverse Change has occurred. The preceding sentence is subject to the qualification that each item in a particular
section of the Disclosure Schedules applies to the corresponding section of the Stock Purchase Agreement and to any other section of the Stock Purchase Agreement as to which its relevance is reasonably apparent on the face of such item. 

SECTION 7. Conditions Precedent to All Credit Events 

The agreement of each Lender to make any Loan requested to be made by it on any date (excluding Mandatory Borrowings and Loans required to be
made by the Lenders in respect of Unpaid Drawings pursuant to Sections 3.3 and 3.4), and the obligation of the Letter of Credit Issuer to issue Letters of Credit on any date (other than any Existing Letter of Credit), is subject to the
satisfaction of the following conditions precedent: 
 7.1 No Default; Representations and Warranties. At the time of each Credit
Event and also after giving effect thereto (other than the initial Credit Event to occur on the Closing Date) (a) no Default or Event of Default shall have occurred and be continuing and (b) all representations and warranties made by any
Credit Party contained herein or in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Credit Event (except
where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date). 

  
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 7.2 Notice of Borrowing. 

(a) Prior to the making of each Loan (other than any Loan made pursuant to Section 3.4(a)) and each Swingline Loan, the
Administrative Agent shall have received a Notice of Borrowing (whether in writing or by telephone) meeting the requirements of Section 2.3(a). 

(b) Prior to the issuance of each Letter of Credit (other than any Existing Letter of Credit), the Administrative Agent and the Letter of
Credit Issuer shall have received a Letter of Credit Request meeting the requirements of Section 3.2(a). 
 The acceptance of the
benefits of each Credit Event shall constitute a representation and warranty by each Credit Party to each of the Lenders that all the applicable conditions specified in Section 7 above have been satisfied as of that time. 

SECTION 8. Representations, Warranties and Agreements 

In order to induce the Lenders to enter into this Agreement, to make the Loans and issue or participate in Letters of Credit as provided for
herein, the Borrower makes, on the Closing Date, the Specified Representations and on each other date as required or otherwise set forth in this Agreement, the following representations and warranties to, and agreements with, the Lenders, all of
which shall survive the execution and delivery of this Agreement and the making of the Loans and the issuance of the Letters of Credit: 

8.1 Corporate Status. Each of the Borrower and each Restricted Subsidiary (a) is a duly organized and validly existing corporation
or other entity in good standing under the laws of the jurisdiction of its organization and has the corporate or other organizational power and authority to own its property and assets and to transact the business in which it is engaged and
(b) has duly qualified and is authorized to do business and is in good standing (if applicable) in all jurisdictions where it is required to be so qualified, except where the failure to be so qualified would not reasonably be expected to result
in a Material Adverse Effect. 
 8.2 Corporate Power and Authority; Enforceability. Each Credit Party has the corporate or other
organizational power and authority to execute, deliver and carry out the terms and provisions of the Credit Documents to which it is a party and has taken all necessary corporate or other organizational action to authorize the execution, delivery
and performance of the Credit Documents to which it is a party. Each Credit Party has duly executed and delivered each Credit Document to which it is a party and each such Credit Document constitutes the legal, valid and binding obligation of such
Credit Party enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of
equity (whether considered in a proceeding in equity or law). 
 8.3 No Violation. None of the execution, delivery or performance by
any Credit Party of the Credit Documents to which it is a party or the compliance with the terms and provisions thereof will (a) contravene any material applicable provision of any material Requirement of Law, (b) result in any breach of
any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien upon any of the property or assets of such Credit Party or any of
the Restricted Subsidiaries (other than Liens created under the Credit Documents) pursuant to the terms of any indenture, loan agreement, lease agreement, mortgage, deed of trust, agreement or other instrument to which such Credit Party or any of
the Restricted Subsidiaries is a party or by which it or any of its property or assets is bound (any such term, covenant, condition or provision, a “Contractual Requirement”) except to the extent such breach, default or Lien that
would not reasonably be expected to result in a Material Adverse Effect or (c) violate any provision of the certificate of incorporation, by-laws or other organizational documents of such Credit Party or any of the Restricted Subsidiaries. 


  
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 8.4 Litigation. Except as set forth on Schedule 8.4, there are no actions, suits or
proceedings (including Environmental Claims) pending or, to the knowledge of the Borrower, threatened with respect to the Borrower or any of its Restricted Subsidiaries that would reasonably be expected to result in a Material Adverse Effect. 

8.5 Margin Regulations. Neither the making of any Loan hereunder nor the use of the proceeds thereof will violate the provisions of
Regulation T, Regulation U or Regulation X of the Board. 
 8.6 Governmental Approvals. The execution, delivery and performance of
each Credit Document do not require any consent or approval of, registration or filing with, or other action by, any Governmental Authority, except for (a) such as have been obtained or made and are in full force and effect, (b) filings
and recordings in respect of the Liens created pursuant to the Security Documents and (c) such consents, approvals, registrations, filings or actions the failure of which to obtain or make would not reasonably be expected to have a Material
Adverse Effect. 
 8.7 Investment Company Act. No Credit Party is an “investment company” within the meaning of the
Investment Company Act of 1940, as amended. 
 8.8 True and Complete Disclosure. 

(a) None of the written factual information and written data (taken as a whole) heretofore or contemporaneously furnished by or on behalf of
the Borrower, any of the Subsidiaries or any of their respective authorized representatives to the Administrative Agent, any Lead Arranger, any Joint Bookrunner and/or any Lender on or before the Closing Date (including all such information and data
contained in the Credit Documents) for purposes of or in connection with this Agreement or any transaction contemplated herein contained any untrue statement of any material fact or omitted to state any material fact necessary to make such
information and data (taken as a whole) not materially misleading at such time (after giving effect to all supplements so furnished prior to such time) in light of the circumstances under which such information or data was furnished; it being
understood and agreed that for purposes of this Section 8.8(a), such factual information and data shall not include pro forma financial information, projections or estimates (including financial estimates, forecasts and other
forward-looking information) and information of a general economic or general industry nature. 
 (b) The projections (including financial
estimates, forecasts and other forward-looking information) contained in the information and data referred to in Section 8.8(a) were based on good faith estimates and assumptions believed by the Borrower to be reasonable at the time
made; it being recognized by the Agents and the Lenders that such projections are as to future events and are not to be viewed as facts, the projections are subject to significant uncertainties and contingencies, many of which are beyond the control
of the Borrower and the Subsidiaries, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such projections may differ from the projected results and such
differences may be material. 
 8.9 Financial Condition; Financial Statements. 

(a) The Historical Financial Statements present fairly in all material respects the consolidated financial position of Samson and its
consolidated Subsidiaries at the date of such information and for the period covered thereby and have been prepared in accordance with GAAP consistently applied except to the extent provided in the notes thereto, if any, subject, in the case of the
unaudited financial information, to changes resulting from audit, normal year end audit adjustments and to the absence of footnotes. Since the Closing Date, there has been no Material Adverse Effect. 

  
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 (b) As of the Closing Date, neither the Borrower nor any Restricted Subsidiary has any material
Indebtedness (including Disqualified Stock), any material guarantee obligations, contingent liabilities, off balance sheet liabilities, partnership liabilities for taxes or unusual forward or long-term commitments that, in each case, are not
reflected or provided for in the Historical Financial Statements, except as would not reasonably be expected to result in a Material Adverse Effect. 

8.10 Tax Matters. Except where the failure of which would not be reasonably expected to have a Material Adverse Effect, (a) each of
the Borrower and the Subsidiaries has filed all federal income tax returns and all other tax returns, domestic and foreign, required to be filed by it and has paid all material taxes payable by it that have become due, other than those (i) not
yet delinquent or (ii) being contested in good faith by appropriate proceedings and as to which adequate reserves have been provided to the extent required by and in accordance with GAAP and (b) to the extent then due and payable, the
Borrower and each of the Subsidiaries have paid, or have provided adequate reserves (in the good faith judgment of management of the Borrower or such Subsidiary) in accordance with GAAP for the payment of, all federal, state, provincial and foreign
taxes applicable for the current fiscal year to the Closing Date. 
 8.11 Compliance with ERISA. 

(a) Each Plan is in compliance with ERISA, the Code and any applicable Requirement of Law; no Reportable Event has occurred (or is reasonably
likely to occur) with respect to any Plan; no Plan is insolvent or in reorganization (or is reasonably likely to be insolvent or in reorganization), and no written notice of any such insolvency or reorganization has been given to the Borrower or any
ERISA Affiliate; no Plan (other than a Multiemployer Plan) has an accumulated or waived funding deficiency (or is reasonably likely to have such a deficiency); on and after the effectiveness of the Pension Act, each Plan that is subject to Title IV
of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, or is expected to be, in
“at risk” status (within the meaning of Section 4010(d)(2) of ERISA); none of the Borrower or any ERISA Affiliate has incurred (or is reasonably likely to incur) any liability to or on account of a Plan pursuant to Section 409,
502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Plan; no proceedings
have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Plan or to appoint a trustee to administer any Plan, and no written notice of any such proceedings has been given to the Borrower or any ERISA
Affiliate; and no lien imposed under the Code or ERISA on the assets of the Borrower or any ERISA Affiliate exists (or is reasonably likely to exist) nor has the Borrower or any ERISA Affiliate been notified in writing that such a lien will be
imposed on the assets of the Borrower or any ERISA Affiliate on account of any Plan, except to the extent that a breach of any of the representations, warranties or agreement in this Section 8.11(a) would not result, individually or in
the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse Effect. No Plan (other than a Multiemployer Plan) has an Unfunded Current Liability that would, individually or when taken together with any other
liabilities referenced in this Section 8.11(a), be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans, the representations and warranties in this Section 8.11(a), other
than any made with respect to (i) liability under Section 4201 or 4204 of ERISA or (ii) liability for termination or reorganization of such Plans under ERISA, are made to the best knowledge of the Borrower. 

  
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 (b) All Foreign Plans are in compliance with, and have been established, administered and
operated in accordance with, the terms of such Foreign Plans and applicable law, except for any failure to so comply, establish, administer or operate the Foreign Plans as would not reasonably be expected to have a Material Adverse Effect. All
contributions or other payments which are due with respect to each Foreign Plan have been made in full and there are no funding deficiencies thereunder, except to the extent any such events would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect. 
 8.12 Subsidiaries. Schedule 8.12 lists each Subsidiary of the Borrower (and the direct
and indirect ownership interest of the Borrower therein), in each case existing on the Closing Date (after giving effect to the Transactions). Each Guarantor, Material Subsidiary and Unrestricted Subsidiary as of the Closing Date has been so
designated on Schedule 8.12. 
 8.13 Intellectual Property. The Borrower and each of the Restricted Subsidiaries have obtained all
intellectual property, free from burdensome restrictions, that is necessary for the operation of their respective businesses as currently conducted and as proposed to be conducted, except where the failure to obtain any such rights would not
reasonably be expected to have a Material Adverse Effect. 
 8.14 Environmental Laws. 

(a) Except as would not reasonably be expected to have a Material Adverse Effect: (i) the Borrower and each of the Subsidiaries and all
Oil and Gas Properties are in compliance with all Environmental Laws; (ii) neither the Borrower nor any Subsidiary has received written notice of any Environmental Claim or any other liability under any Environmental Law; (iii) neither the
Borrower nor any Subsidiary is conducting any investigation, removal, remedial or other corrective action pursuant to any Environmental Law at any location; and (iv) no underground storage tank or related piping, or any impoundment or disposal
area containing Hazardous Materials has been used by the Borrower or any of its Subsidiaries or, to the knowledge of the Borrower, is located at, on or under any Oil and Gas Properties currently owned or leased by the Borrower or any of its
Subsidiaries. 
 (b) Except as would not reasonably be expected to have a Material Adverse Effect, neither the Borrower nor any of the
Subsidiaries has treated, stored, transported, released or disposed or arranged for disposal or transport for disposal of Hazardous Materials at, on, under or from any currently or formerly owned or leased Oil and Gas Properties or facility in a
manner that would reasonably be expected to give rise to liability of the Borrower or any Subsidiary under Environmental Law. 
 8.15
Properties. 
 (a) Each Credit Party has good and defensible title to the Borrowing Base Properties evaluated in the most recently
delivered Reserve Report (other than those (i) disposed of in compliance with Section 10.4 since delivery of such Reserve Report, (ii) leases that have expired in accordance with their terms and (iii) with title defects
disclosed in writing to the Administrative Agent), and good title to all its material personal properties, in each case, free and clear of all Liens other than Liens permitted by Section 10.2. After giving full effect to the Liens
permitted by Section 10.2, the Borrower or the Restricted Subsidiary specified as the owner owns the working interests and net revenue interests attributable to the Hydrocarbon Interests as reflected in the most recently delivered
Reserve Report, and the ownership of such properties shall not in any material respect obligate the Borrower or such Restricted Subsidiary to bear the costs and expenses relating to the maintenance, development and operations of each such property
in an amount in excess of the working interest of each property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in the Borrower’s or such Restricted Subsidiary’s net
revenue interest in such property. 

  
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 (b) All material leases and agreements necessary for the conduct of the business of the Borrower
and the Restricted Subsidiaries are valid and subsisting, in full force and effect, except to the extent that any such failure to be valid or subsisting would not reasonably be expected to have a Material Adverse Effect. 

(c) The rights and properties presently owned, leased or licensed by the Credit Parties including all easements and rights of way, include all
rights and properties necessary to permit the Credit Parties to conduct their respective businesses as currently conducted, except to the extent any failure to have any such rights or properties would not reasonably be expected to have a Material
Adverse Effect. 
 (d) All of the properties of the Borrower and the Restricted Subsidiaries that are reasonably necessary for the operation
of their businesses are in good working condition and are maintained in accordance with prudent business standards, except to the extent any failure to satisfy the foregoing would reasonably be expected to have a Material Adverse Effect. 

8.16 Solvency. On the Closing Date (after giving effect to the consummation of the Transactions (including the execution and delivery of
this Agreement, the making of the Closing Date Loans and the use of proceeds of such Closing Date Loans on the Closing Date), the Borrower on a consolidated basis with its Restricted Subsidiaries will be Solvent. 

8.17 Insurance. The properties of the Borrower and the Restricted Subsidiaries are insured in the manner contemplated by
Section 9.3. 
 8.18 Gas Imbalances, Prepayments. On the Closing Date, except as set forth on Schedule 8.18, on a
net basis, there are no gas imbalances, take or pay or other prepayments exceeding 2.5 Bcfe of Hydrocarbon volumes (stated on a gas equivalent basis) in the aggregate, with respect to the Credit Parties’ Oil and Gas Properties that would
require any Credit Party to deliver Hydrocarbons either generally or produced from their Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor. 

8.19 Marketing of Production. On the Closing Date, except as set forth on Schedule 8.19, no material agreements exist (which are
not cancelable on 60 days’ notice or less without penalty or detriment) for the sale of production of the Credit Parties’ Hydrocarbons at a fixed non-index price (including calls on, or other rights to purchase, production, whether or not
the same are currently being exercised) that (i) represent in respect of such agreements 2.5% or more of the Borrower’s average monthly production of Hydrocarbon volumes and (ii) have a maturity or expiry date of longer than six
months from the Closing Date. 
 8.20 Hedge Agreements. Schedule 8.20 sets forth, as of the Closing Date, a true and complete
list of all material commodity Hedge Agreements of each Credit Party, the material terms thereof (including the type, term, effective date, termination date and notional amounts or volumes), the net mark to market value thereof (as of the last
Business Day of the most recent fiscal quarter preceding the Closing Date and for which a mark to market value is reasonably available), all credit support agreements relating thereto (including any margin required or supplied) and the counterparty
to each such agreement. 
 8.21 Patriot Act. On the Closing Date, each Credit Party is in compliance in all material respects with the
material provisions of the Patriot Act, and the Borrower has provided to the Administrative Agent all information related to the Credit Parties (including but not limited to names, addresses and tax identification numbers (if applicable)) reasonably
requested in writing by the Administrative Agent and mutually agreed to be required by the Patriot Act to be obtained by the Administrative Agent or any Lender. 

  
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 SECTION 9. Affirmative Covenants 

The Borrower hereby covenants and agrees that on the Closing Date and thereafter, until the Total Commitment and each Letter of Credit have
terminated (unless such Letters of Credit have been collateralized on terms and conditions reasonably satisfactory to the Letter of Credit Issuer following the termination of the Total Commitment) and the Loans, the Swingline Loans and Unpaid
Drawings, together with interest, fees and all other Obligations incurred hereunder (other than Hedging Obligations under Secured Hedge Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification
obligations not then due and payable), are paid in full: 
 9.1 Information Covenants. The Borrower will furnish (or in the case of
Section 9.1(l), use commercially reasonable efforts to prepare and furnish) to the Administrative Agent (which shall promptly make such information available to the Lenders in accordance with its customary practice): 

(a) Annual Financial Statements. As soon as available and in any event within five days after the date on which such financial
statements are required to be filed with the SEC (after giving effect to any permitted extensions) (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 90 days after the end of each such fiscal
year (120 days in the case of the fiscal year ending June 30, 2012)), the audited consolidated balance sheets of the Borrower and the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of
such fiscal year, and the related consolidated statements of operations, shareholders’ equity and cash flows for such fiscal year, setting forth comparative consolidated figures for the preceding fiscal years (or, in lieu of such audited
financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the
other hand), all in reasonable detail and prepared in accordance with GAAP, and, except with respect to such reconciliation, certified by independent certified public accountants of recognized national standing whose opinion shall not be materially
qualified with a “going concern” or like qualification or exception (other than with respect to, or resulting from, (x) the occurrence of the Maturity Date within one year from the date such opinion is delivered or (y) any
potential inability to satisfy the Financial Performance Covenant on a future date or in a future period), together in any event with a certificate of such accounting firm stating that in the course of either (i) its regular audit of the
business of the Borrower and its consolidated Subsidiaries, which audit was conducted in accordance with generally accepted auditing standards or (ii) performing certain other procedures permitted by professional standards, such accounting firm
has obtained no knowledge of any Event of Default relating to the Financial Performance Covenant that has occurred and is continuing or, if in the opinion of such accounting firm such an Event of Default has occurred and is continuing, a statement
as to the nature thereof. Notwithstanding the foregoing, the obligations in this Section 9.1(a) may be satisfied with respect to financial information of the Borrower and its consolidated Subsidiaries by furnishing (A) the
applicable financial statements of any direct or indirect parent of the Borrower or (B) the Borrower’s (or any direct or indirect parent thereof), as applicable, Form 10-K filed with the SEC; provided that, with respect to each of
clauses (A) and (B), (i) to the extent such information relates to a parent of the Borrower, such information is accompanied by consolidating information that explains in reasonable detail the differences between the
information relating to such parent and its consolidated Subsidiaries, on the one hand, and the information relating to the Borrower and its consolidated Subsidiaries and the Borrower and its consolidated Restricted Subsidiaries on a standalone
basis, on the other hand and (ii) to the extent such information is in lieu of information required to be provided under the first sentence of this Section 9.1(a), such materials are accompanied by an opinion of an independent
registered public accounting firm of recognized national standing, which opinion shall not be materially qualified with a “going concern” or like qualification or exception (other than with respect to, or resulting from, (x) the
occurrence of the Maturity Date within one year from the date such opinion is delivered or (y) any potential inability to satisfy the Financial Performance Covenant on a future date or in a future period). 

  
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 (b) Quarterly Financial Statements. As soon as available and in any event within five days
after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or,
if such financial statements are not required to be filed with the SEC, on or before the date that is 60 days after the end of each such quarterly accounting period (or, in the case of the first three quarters of fiscal year 2012, 75 days)), the
consolidated balance sheets of the Borrower and the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements of operations,
shareholders’ equity and cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and setting forth comparative consolidated figures for the related periods
in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation
reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all of which shall be certified by an Authorized Officer of the Borrower as fairly
presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash flows, of the Borrower and its consolidated Subsidiaries in accordance with GAAP, subject to changes resulting from audit and
normal year-end audit adjustments and the absence of footnotes. Notwithstanding the foregoing, the obligations in this Section 9.1(b) may be satisfied with respect to financial information of the Borrower and its consolidated
Subsidiaries by furnishing (A) the applicable financial statements of any direct or indirect parent of the Borrower or (B) the Borrower’s (or any direct or indirect parent thereof’s), as applicable, Form 10 Q filed with the SEC;
provided that, with respect to each of clauses (A) and (B), to the extent such information relates to a parent of the Borrower, such information is accompanied by consolidating information that explains in reasonable detail
the differences between the information relating to such parent and its consolidated Subsidiaries, on the one hand, and the information relating to the Borrower and its consolidated Subsidiaries and the Borrower and its consolidated Restricted
Subsidiaries on a standalone basis, on the other hand. 
 (c) Officer’s Certificates. At the time of the delivery of the
financial statements provided for in Section 9.1(a) and (b), a certificate of an Authorized Officer of the Borrower to the effect that no Default or Event of Default exists or, if any Default or Event of Default does exist,
specifying the nature and extent thereof, which certificate shall set forth (i) beginning with the fiscal quarter ending March 31, 2012, the calculations required to establish whether the Borrower and its Restricted Subsidiaries were in
compliance with the Financial Performance Covenant as at the end of such fiscal year or period, as the case may be, (ii) a specification of any change in the identity of the Restricted Subsidiaries, Material Subsidiaries, Guarantors and
Unrestricted Subsidiaries as at the end of such fiscal year or period, as the case may be, from the Restricted Subsidiaries, Material Subsidiaries, Guarantors and Unrestricted Subsidiaries, respectively, provided to the Lenders on the Closing Date
or the most recent fiscal year or period, as the case may be and (iii) the amount of any Pro Forma Adjustment not previously set forth in a Pro Forma Adjustment Certificate or any change in the amount of a Pro Forma Adjustment set forth in any
Pro Forma Adjustment Certificate previously provided and, in either case, in reasonable detail, the calculations and basis therefor. At the time of the delivery of the financial statements provided for in Section 9.1(a), a certificate of
an Authorized Officer of the Borrower setting forth in reasonable detail the Applicable Equity Amount as at the end of the fiscal year to which such financial statements are applicable. 

  
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 (d) Notice of Default; Litigation. Promptly after an Authorized Officer of the Borrower or
any of the Restricted Subsidiaries obtains actual knowledge thereof, notice of (i) the occurrence of any event that constitutes a Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and
what action the Borrower proposes to take with respect thereto and (ii) any litigation or governmental proceeding pending against the Borrower or any of the Subsidiaries that would reasonably be expected to be determined adversely and, if so
determined, to result in a Material Adverse Effect. 
 (e) Environmental Matters. Promptly after obtaining actual knowledge of any one
or more of the following environmental matters, unless such environmental matters would not, individually, or when aggregated with all other such matters, be reasonably expected to result in a Material Adverse Effect, notice of: 

(i) any pending or threatened Environmental Claim against any Credit Party or any Oil and Gas Properties; 

(ii) any condition or occurrence on any Oil and Gas Properties that (A) would reasonably be expected to result in noncompliance by any
Credit Party with any applicable Environmental Law or (B) would reasonably be anticipated to form the basis of an Environmental Claim against any Credit Party or any Oil and Gas Properties; 

(iii) any condition or occurrence on any Oil and Gas Properties that would reasonably be anticipated to cause such Oil and Gas Properties to be
subject to any restrictions on the ownership, occupancy, use or transferability of such Oil and Gas Properties under any Environmental Law; and 

(iv) the conduct of any investigation, or any removal, remedial or other corrective action in response to the actual or alleged presence,
release or threatened release of any Hazardous Material on, at, under or from any Oil and Gas Properties. 
 All such notices shall describe in reasonable
detail the nature of the claim, investigation, condition, occurrence or removal or remedial action and the response thereto. 
 (f) Other
Information. (i) Promptly upon filing thereof, copies of any filings (including on Form 10-K, 10-Q or 8-K) or registration statements with, and reports to, the SEC or any analogous Governmental Authority in any relevant jurisdiction by the
Borrower or any of the Subsidiaries (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to the Administrative Agent), exhibits to any registration statement
and, if applicable, any registration statements on Form S-8), (ii) copies of all financial statements, proxy statements, notices and reports that the Borrower or any of the Subsidiaries shall send to the holders of any publicly issued debt of
the Borrower and/or any of the Subsidiaries, in each case in their capacity as such holders, lenders or agents (in each case to the extent not theretofore delivered to the Administrative Agent pursuant to this Agreement) and, (iii) with
reasonable promptness, but subject to the limitations set forth in the last sentences of Section 9.2(a) and Section 13.6, such other information (financial or otherwise) as the Administrative Agent on its own behalf or on
behalf of any Lender (acting through the Administrative Agent) may reasonably request in writing from time to time. 
 (g) Certificate of
Authorized Officer – Hedge Agreements. Concurrently with any delivery of each Reserve Report, a certificate of an Authorized Officer of the Borrower, setting forth as of the last Business Day of the most recently ended fiscal year or
period, as applicable, a true and complete list of all material commodity Hedge Agreements of the Borrower and each Credit Party, the material terms thereof (including the type, term, effective date, termination date and notional amounts or
volumes), the net mark-to-market value thereof (as of the last Business Day of such fiscal year or period, as applicable and for which a mark to-market value is reasonably available), any new credit support agreements relating thereto not listed on
Schedule 8.20 or on any previously delivered certificate delivered pursuant to this clause (g), any margin required or supplied under any credit support document and the counterparty to each such agreement. 

  
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 (h) Certificate of Authorized Officer – Gas Imbalances. Concurrently with any
delivery of each Reserve Report, a certificate of an Authorized Officer of the Borrower, certifying that as of the last Business Day of the most recently ended fiscal year or period, as applicable, except as specified in such certificate, on a net
basis, there are no gas imbalances, take or pay or other prepayments exceeding 2.5 Bcfe of Hydrocarbon volumes (stated on a gas equivalent basis) in the aggregate, with respect to the Credit Parties’ Oil and Gas Properties that would require
any Credit Party to deliver Hydrocarbons either generally or produced from their Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor. 

(i) Certificate of Authorized Officer – Production Report and Lease Operating Statement. Concurrently with any delivery of each
Reserve Report in connection with a Scheduled Redetermination, a certificate of an Authorized Officer of the Borrower, setting forth, for each calendar month during the then current fiscal year to date, the volume of production of Hydrocarbons and
sales attributable to production of Hydrocarbons (and the prices at which such sales were made and the revenues derived from such sales) for each such calendar month from the Borrowing Base Properties, and setting forth the related ad valorem,
severance and production taxes and lease operating expenses attributable thereto for each such calendar month. 
 (j) Lists of
Purchasers. At the time of the delivery of the financial statements provided for in Section 9.1(a), a certificate of an Authorized Officer of the Borrower setting forth a list of Persons purchasing Hydrocarbons from the Borrower or
any other Credit Party who collectively account for at least 85% of the revenues resulting from the sale of all Hydrocarbons from the Borrower and such other Credit Parties during the fiscal year for which such financial statements relate. 

(k) Pro Forma Adjustment Certificate. Not later than any date on which financial statements are delivered with respect to any Test
Period in which a Pro Forma Adjustment is made, a certificate of an Authorized Officer of the Borrower setting forth the amount of such Pro Forma Adjustment and, in reasonable detail, the calculations and basis therefor. 

(l) Projections. Within 90 days after the end of each fiscal year (beginning with (and 120 days in the case of) the fiscal year ending
on or about June 30, 2012) of the Borrower or, if not delivered by the Borrower and requested in writing by the Administrative Agent and any Lender, as soon thereafter as is commercially reasonable, a reasonably detailed consolidated budget for
the following fiscal year as customarily prepared by management of the Borrower for its internal use (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of the following fiscal year, the related
consolidated statements of projected cash flow and projected income and a summary of the material underlying assumptions applicable thereto) (collectively, the “Projections”), which Projections shall in each case be accompanied by a
certificate of an Authorized Officer stating that such Projections have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable at the time of preparation of such Projections, it
being understood that actual results may vary from such Projections. 
 (m) Certificate of Authorized Officer – Marketing
Agreements. Concurrently with any delivery of each Reserve Report, a certificate of an Authorized Officer of the Borrower, setting forth as of the last Business Day of the most recently ended fiscal year or period, as applicable, a true and
complete list of all material marketing agreements (which are not cancellable on 60 days’ notice or less without penalty or detriment) for the sale of production of the Credit Parties’ Hydrocarbons at a fixed non-index


  
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price (including calls on, or other parties rights to purchase, production, whether or not the same are currently being exercised) that (i) represent in respect of such agreements 2.5% or
more of the Borrower’s average monthly production of Hydrocarbon volumes and (ii) have a maturity or expiry date of longer than six months from the last day of such fiscal year or period, as applicable 

Documents required to be delivered pursuant to Sections 9.1(a) and (b) and Section 9.1(f) may be delivered
electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on
Schedule 13.2 or (ii) on which such documents are transmitted by electronic mail to the Administrative Agent; provided that: (i) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of
such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) the Borrower shall notify (which may be by facsimile or
electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in
every instance the Borrower shall be required to provide paper copies of the certificates required by Section 9.1(c) to the Administrative Agent. Each Lender shall be solely responsible for timely accessing posted documents or requesting
delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. 
 9.2 Books,
Records and Inspections. 
 (a) The Borrower will, and will cause each Restricted Subsidiary to, permit officers and designated
representatives of the Administrative Agent or the Majority Lenders (as accompanied by the Administrative Agent) to visit and inspect any of the properties or assets of the Borrower or such Subsidiary in whomsoever’s possession to the extent
that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such party’s control to permit such inspection),
and to examine the books and records of the Borrower and any such Subsidiary and discuss the affairs, finances and accounts of the Borrower and of any such Subsidiary with, and be advised as to the same by, its and their officers and independent
accountants, upon reasonable advance notice to the Borrower, all at such reasonable times and intervals during normal business hours and to such reasonable extent as the Administrative Agent or the Majority Lenders may desire (and subject, in the
case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuation of an Event of Default
(i) only the Administrative Agent on behalf of the Majority Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 9.2, and (ii) only one such visit shall be at the Borrower’s expense;
provided, further, that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) or any representative of the Majority Lenders may do any of the foregoing at the expense of the
Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Majority Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent
public accountants. Notwithstanding anything to the contrary in Section 9.1(f)(iii) or this Section 9.2, neither the Borrower nor any Restricted Subsidiary will be required to disclose, permit the inspection, examination or
making copies or abstracts of, or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative
Agent or any Lender (or their respective representatives or contractors) is prohibited by any Requirement of Law or any binding agreement or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product.


  
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 (b) The Borrower will, and will cause each of the Restricted Subsidiaries to, maintain proper
books of record and account, in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and
business of the Borrower or such Restricted Subsidiary, as the case may be. 
 9.3 Maintenance of Insurance. The Borrower will, and
will cause each Restricted Subsidiary to, at all times maintain in full force and effect, pursuant to self-insurance arrangements or with insurance companies that the Borrower believes (in the good faith judgment of the management of the Borrower)
are financially sound and responsible at the time the relevant coverage is placed or renewed, insurance in at least such amounts (after giving effect to any self-insurance which the Borrower believes (in the good faith judgment of management of the
Borrower) is reasonable and prudent in light of the size and nature of its business) and against at least such risks (and with such risk retentions) as the Borrower believes (in the good faith judgment of management of the Borrower) is reasonable
and prudent in light of the size and nature of its business; and will furnish to the Administrative Agent, upon written request from the Administrative Agent, information presented in reasonable detail as to the insurance so carried. The Secured
Parties shall be the additional insureds on any such liability insurance as their interests may appear and, if casualty insurance is obtained, the Collateral Agent shall be the additional loss payee under any such casualty insurance; provided
that, so long as no Event of Default has occurred and is then continuing, the Secured Parties will provide any proceeds of such casualty insurance to the Borrower to the extent that the Borrower undertakes to apply such proceeds to the
reconstruction, replacement or repair of the property insured thereby. The Borrower shall deliver to the Administrative Agent within 45 Business Days following the Closing Date (or such later date as the Administrative Agent may reasonably agree),
copies of insurance certificates evidencing the insurance required to be maintained by the Borrower and the Subsidiaries pursuant to this Section 9.3. 

9.4 Payment of Taxes. The Borrower will pay and discharge, and will cause each of the Subsidiaries to pay and discharge, all taxes,
assessments and governmental charges or levies imposed upon it or upon its income or profits, or upon any properties belonging to it, prior to the date on which material penalties attach thereto, and all lawful material claims in respect of any
Taxes imposed, assessed or levied that, if unpaid, would reasonably be expected to become a material Lien upon any properties of the Borrower or any of the Restricted Subsidiaries; provided that neither the Borrower nor any of the
Subsidiaries shall be required to pay or discharge any such tax, assessment, charge, levy or claim that is being contested in good faith and by proper proceedings if it has maintained adequate reserves (in the good faith judgment of management of
the Borrower) with respect thereto to the extent required by, and in accordance with, GAAP or the failure to pay or discharge would not reasonably be expected to result in a Material Adverse Effect. 

9.5 Consolidated Corporate Franchises. The Borrower will do, and will cause each Restricted Subsidiary to do, or cause to be done, all
things necessary to preserve and keep in full force and effect its existence, corporate rights and authority, except to the extent that the failure to do so would not reasonably be expected to have a Material Adverse Effect; provided, however,
that the Borrower and its Restricted Subsidiaries may consummate any transaction permitted under Section 10.3, 10.4 or 10.5. 

9.6 Compliance with Statutes, Regulations, Etc. The Borrower will, and will cause each Restricted Subsidiary to, comply with all
Requirements of Law applicable to it or its property, including all governmental approvals or authorizations required to conduct its business, and to maintain all such governmental approvals or authorizations in full force and effect, in each case
except where the failure to do so would not reasonably be expected to have a Material Adverse Effect. 
 9.7 ERISA. 

  
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 (a) Promptly after the Borrower or any ERISA Affiliate knows or has reason to know of the
occurrence of any of the following events that, individually or in the aggregate (including in the aggregate such events previously disclosed or exempt from disclosure hereunder, to the extent the liability therefor remains outstanding), would be
reasonably likely to have a Material Adverse Effect, the Borrower will deliver to the Administrative Agent a certificate of an Authorized Officer or any other senior officer of the Borrower setting forth details as to such occurrence and the action,
if any, that the Borrower or such ERISA Affiliate is required or proposes to take, together with any notices (required, proposed or otherwise) given to or filed with or by the Borrower, such ERISA Affiliate, the PBGC, a Plan participant (other than
notices relating to an individual participant’s benefits) or the Plan administrator with respect thereto: that a Reportable Event has occurred; that an accumulated funding deficiency has been incurred or an application is to be made to the
Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 of the Code with respect to a Plan; that a Plan
having an Unfunded Current Liability has been or is to be terminated, reorganized, partitioned or declared insolvent under Title IV of ERISA (including the giving of written notice thereof); that a Plan has an Unfunded Current Liability that has or
will result in a lien under ERISA or the Code; that proceedings will be or have been instituted to terminate a Plan having an Unfunded Current Liability (including the giving of written notice thereof); that a proceeding has been instituted against
the Borrower or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Plan; that the PBGC has notified the Borrower or any ERISA Affiliate of its intention to appoint a trustee to administer any Plan;
that the Borrower or any ERISA Affiliate has failed to make a required installment or other payment pursuant to Section 412 of the Code with respect to a Plan; or that the Borrower or any ERISA Affiliate has incurred or will incur (or has been
notified in writing that it will incur) any liability (including any contingent or secondary liability) to or on account of a Plan pursuant to Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971
or 4975 of the Code. 
 (b) Promptly following any request therefor, on and after the effectiveness of the Pension Act, the Borrower will
deliver to the Administrative Agent copies of (i) any documents described in Section 101(k) of ERISA that the Borrower and any of its Subsidiaries or any ERISA Affiliate may request with respect to any Multiemployer Plan and (ii) any
notices described in Section 101(l) of ERISA that the Borrower and any of its Subsidiaries or any ERISA Affiliate may request with respect to any Multiemployer Plan; provided that if the Borrower, any of its Subsidiaries or any ERISA
Affiliate has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the Borrower, the applicable Subsidiary(ies) or the ERISA Affiliate(s) shall promptly make a request for such documents or
notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof. 
 9.8
Maintenance of Properties. The Borrower will, and will cause each of the Restricted Subsidiaries to, except in each case, where the failure to so comply would not reasonably be expected to result in a Material Adverse Effect: 

(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 a careful and efficient manner in accordance with the practices of the industry and in compliance with all applicable Contractual Requirements and all applicable Requirements of Law, including applicable proration requirements and
Environmental Laws, and all applicable Requirements of Law of every other Governmental Authority from time to time constituted to regulate the development and operation of its Oil and Gas Properties and the production and sale of Hydrocarbons and
other minerals therefrom; 

  
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 (b) keep and maintain all property material to the conduct of its business in good working order
and condition, ordinary wear and tear excepted, and 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 all
equipment, machinery and facilities; and 
 (c) to the extent a Credit Party is not the operator of any property, the Borrower shall use
reasonable efforts to cause the operator to comply with this Section 9.8. 
 9.9 Transactions with Affiliates. The
Borrower will conduct, and cause each of the Restricted Subsidiaries to conduct, all transactions involving aggregate payments or consideration in excess of $10,000,000 with any of its Affiliates (other than the Borrower and the Restricted
Subsidiaries or any entity that becomes a Restricted Subsidiary as a result of such transaction) on terms that are substantially as favorable to the Borrower or such Restricted Subsidiary as it would obtain at the time in a comparable
arm’s-length transaction with a Person that is not an Affiliate, as determined by the board of directors or managers of the Borrower or such Restricted Subsidiary in good faith; provided that the foregoing restrictions shall not apply
to: 
 (a) the payment of Transaction Expenses, 

(b) the issuance of Stock or Stock Equivalents of the Borrower (or any direct or indirect parent thereof) to the Co-Investors or the management
of the Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries in connection with the Transactions or pursuant to arrangements described in clauses (f) and (k) below, 

(c) equity issuances, repurchases, retirements, redemptions or other acquisitions or retirements of Stock or Stock Equivalents by the Borrower
(or any direct or indirect parent thereof) permitted under Section 10.6, 
 (d) the payment of indemnities and reasonable
expenses incurred by the Co-Investors and their Affiliates in connection with management or monitoring or the provision of other services rendered to the Borrower (or any parent entity thereof) or any of its Subsidiaries, 

(e) loans, advances and other transactions between or among the Borrower, any Subsidiary or any joint venture (regardless of the form of legal
entity) in which the Borrower or any Subsidiary has invested (and which Subsidiary or joint venture would not be an Affiliate of the Borrower or such Subsidiary, but for the Borrower’s or such Subsidiary’s ownership of Stock or Stock
Equivalents in such joint venture or such Subsidiary) to the extent permitted under Section 10, 
 (f) employment and severance
arrangements and health, disability and similar insurance or benefit plans between the Borrower (or any direct or indirect parent thereof) and the Subsidiaries and their respective directors, officers, employees or consultants (including management
and employee benefit plans or agreements, subscription agreements or similar agreements pertaining to the repurchase of Stock or Stock Equivalents pursuant to put/call rights or similar rights with current or former employees, officers, directors or
consultants and equity option or incentive plans and other compensation arrangements) in the ordinary course of business or as otherwise approved by the board of directors or managers of the Borrower (or any direct or indirect parent thereof), 

(g) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers,
consultants, officers and employees of the Borrower (or any direct or indirect parent thereof), the Co-Investors and the Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of, or in connection
with any services provided to, the Borrower and the Subsidiaries, 

  
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 (h) transactions pursuant to agreements in existence on the Closing Date and set forth on
Schedule 9.9 or any amendment thereto to the extent such an amendment is not adverse, taken as a whole, to the Lenders in any material respect, 

(i) Dividends, redemptions, repurchases and other actions permitted under Section 10.6 and Section 10.7, 

(j) customary payments (including reimbursement of fees and expenses) by the Borrower and any Subsidiaries to the Co-Investors made for any
financial advisory, financing, underwriting or placement services or in respect of other investment banking activities (including in connection with acquisitions or divestitures, whether or not consummated), which payments are approved by the
majority of the members of the board of directors or managers or a majority of the disinterested members of the board of directors or managers of the Borrower (or any direct or indirect parent thereof), in good faith, 

(k) any issuance of Stock or Stock Equivalents or other payments, awards or grants in cash, securities, Stock, Stock Equivalents or otherwise
pursuant to, or the funding of, employment arrangements, equity options and equity ownership plans approved by the board of directors or board of managers of the Borrower (or any direct or indirect parent thereof), 

(l) transactions with joint ventures for the purchase or sale of goods, equipment and services entered into in the ordinary course of business
and in a manner consistent with prudent business practice followed by companies in the industry of the Borrower and its Subsidiaries, 
 (m)
payments by the Borrower (or any direct or indirect parent thereof) and the Subsidiaries pursuant to tax sharing agreements among the Borrower (and any such parent) and the Subsidiaries on customary terms; provided that payments by Borrower
and the Subsidiaries under any such tax sharing agreements shall not exceed the excess (if any) of the amount they would have paid on a standalone basis over the amount they actually pay directly to Governmental Authorities, 

(n) sales or conveyances of net profits interests for cash at Fair Market Value allowed under Section 10.4 and 

(o) customary agreements and arrangements with oil and gas royalty trusts and master limited partnership agreements that comply with the
affiliate transaction provisions of such royalty trust or master limited partnership agreement. 
 9.10 End of Fiscal Years; Fiscal
Quarters. The Borrower will, for financial reporting purposes, cause each of its, and each of its Restricted Subsidiaries’, fiscal years and fiscal quarters to end on dates consistent with past practice; provided, however, that the
Borrower may, upon written notice to the Administrative Agent change the financial reporting convention specified above to any other financial reporting convention reasonably acceptable to the Administrative Agent, in which case the Borrower and the
Administrative Agent will, and are hereby authorized by the Lenders to, make any adjustments to this Agreement that are necessary in order to reflect such change in financial reporting. 

9.11 Additional Guarantors, Grantors and Collateral. 

(a) Subject to any applicable limitations set forth in the Guarantee or the Security Documents, the Borrower will cause (i) any direct or
indirect Domestic Subsidiary (other than any Excluded Subsidiary) formed or otherwise purchased or acquired after the Closing Date (including pursuant to a Permitted Acquisition) and (ii) any Subsidiary of the Borrower that ceases to be an
Excluded Subsidiary, in each case within 30 days from the date of such formation, acquisition or 

  
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cessation, as applicable (or such longer period as the Administrative Agent may agree in its reasonable discretion) to execute (A) a supplement to each of the Guarantee, the Security
Agreement and the Pledge Agreement, substantially in the form of Annex A, Exhibit 1 or Annex A, as applicable, to the respective agreement in order to become a Guarantor under the Guarantee, a grantor under the Security
Agreement, a pledgor under the Pledge Agreement and (B) a joinder to the Intercompany Note, substantially in the form of Annex I thereto. 

(b) Subject to any applicable limitations set forth in the Pledge Agreement, the Borrower will pledge, and, if applicable, will cause each
other Subsidiary Guarantor (or Person required to become a Subsidiary Guarantor pursuant to Section 9.11(a)) to pledge, to the Collateral Agent, for the benefit of the Secured Parties, (i) all of the Stock (other than any Excluded
Stock) of each Subsidiary owned by the Borrower or any Subsidiary Guarantor (or Person required to become a Guarantor pursuant to Section 9.11(a)), in each case, formed or otherwise purchased or acquired after the Closing Date, pursuant
to a supplement to the Pledge Agreement substantially in the form of Annex A thereto and, (ii) except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of
$10,000,000 (individually) that is owing to the Borrower or any Guarantor (or Person required to become a Guarantor pursuant to Section 9.11(a)) (which shall be evidenced by a promissory note), in each case pursuant to a supplement to
the Pledge Agreement substantially in the form of Annex A thereto. 
 (c) The Borrower agrees that all Indebtedness of the Borrower and each
of its Restricted Subsidiaries that is owing to any Credit Party (or a Person required to become a Subsidiary Guarantor pursuant to Section 9.11(a)) shall be evidenced by the Intercompany Note, which promissory note shall be required to
be pledged to the Collateral Agent, for the benefit of the Secured Parties, pursuant to the Pledge Agreement. 
 (d) In connection with each
redetermination (but not any adjustment) of the Borrowing Base, the Borrower shall review the applicable Reserve Report, if any, and the list of current Mortgaged Properties (as described in Section 9.14(c)), to ascertain whether the
PV-9 of the Collateral (calculated at the time of redetermination) meets the Collateral Coverage Minimum after giving effect to exploration and production activities, acquisitions, Dispositions and production. In the event that the PV-9 of the
Mortgaged Properties (calculated at the time of redetermination) does not meet the Collateral Coverage Minimum, then the Borrower shall, and shall cause its Credit Parties to, grant, within 60 days of delivery of the certificate required under
Section 9.14(c) (or such longer period as the Administrative Agent may agree in its reasonable discretion), to the Collateral Agent as security for the Obligations a first-priority Lien interest (subject to Liens permitted by
Section 10.2) on additional Oil and Gas Properties not already subject to a Lien of the Security Documents such that, after giving effect thereto, the PV-9 of the Collateral (calculated at the time of redetermination) meets the
Collateral Coverage Minimum. All such Liens will be created and perfected by and in accordance with the provisions of the Security Documents, including, if applicable, any additional Mortgages. In order to comply with the foregoing, if any
Restricted Subsidiary places a Lien on its property and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with the provisions of Sections 9.11(a), (b) and (c). 

9.12 Use of Proceeds. 
 (a)
The Borrower will use the proceeds of the Closing Date Loans, together with the net proceeds of the Senior Interim Loans and the net proceeds of the Equity Investments, on the Closing Date to consummate the Acquisition, to effect the Debt Repayments
and to pay Transaction Expenses. Following the Closing Date, the Borrower will use the proceeds of Loans for the acquisition, development and exploration of Oil and Gas Properties and for working capital and other general corporate purposes of the
Borrower and its Subsidiaries (including Permitted Acquisitions). 

  
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 (b) The Borrower will use Swingline Loans and Letters of Credit for general corporate purposes
and to support deposits required under purchase agreements pursuant to which the Borrower or its Subsidiaries may acquire Oil and Gas Properties and other assets. 

9.13 Further Assurances. 

(a) Subject to the applicable limitations set forth in the Security Documents, the Borrower will, and will cause each other Credit Party to,
execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, fixture, filings, assignments of as-extracted collateral,
mortgages, deeds of trust and other documents) that may be required under any applicable Requirements of Law, or that the Collateral Agent or the Majority Lenders may reasonably request, in order to grant, preserve, protect and perfect the validity
and priority of the security interests created or intended to be created by the applicable Security Documents, all at the expense of the Borrower and the Restricted Subsidiaries. 

(b) The Borrower agrees that it will, or will cause its relevant Subsidiaries to, complete each of the actions described on Schedule
9.13(b) as soon as commercially reasonable and by no later than the date set forth in Schedule 9.13(b) with respect to such action or such later date as the Administrative Agent may reasonably agree. 

(c) Notwithstanding anything herein to the contrary, if the Collateral Agent and the Borrower reasonably determine in writing that the cost of
creating or perfecting any Lien on any property is excessive in relation to the benefits afforded to the Lenders thereby, then such property may be excluded from the Collateral for all purposes of the Credit Documents. 

9.14 Reserve Reports. 
 (a)
On or before March 1st and September 1st of each year, commencing September 1, 2012, the Borrower shall furnish to the
Administrative Agent a Reserve Report evaluating, as of the immediately preceding December 31st and June 30th, the Proved Reserves of
the Borrower and the Credit Parties located within the geographic boundaries of the United States of America (or the Outer Continental Shelf adjacent to the United States of America) that the Borrower desires to have included in any calculation of
the Borrowing Base. Each Reserve Report as of December 31 and June 30 shall be prepared, at the election of the Borrower (x) by one or more Approved Petroleum Engineers or (y) by or under the supervision of the chief engineer of
the Borrower or by the Borrower; provided that Reserve Reports as of June 30 of each year that are prepared by or under the supervision of the chief engineer of the Borrower or by the Borrower shall in each case be audited by one or more
Approved Petroleum Engineers. 
 (b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent a
Reserve Report prepared by one or more Approved Petroleum Engineers or by or under the supervision of the chief engineer of the Borrower or by the Borrower. For any Interim Redetermination pursuant to Section 2.14(b), the Borrower shall
provide such Reserve Report with an “as of” date as required by the Administrative Agent, as soon as possible, but in any event no later than 30 days, in the case of any Interim Redetermination requested by the Borrower or 45 days, in the
case of any Interim Redetermination requested by the Administrative Agent or the Lenders, following the receipt of such request. 
 (c) With
the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent a Reserve Report Certificate from an Authorized Officer of the Borrower certifying that in all material respects: 

  
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 (i) in the case of Reserve Reports prepared by or under the supervision of the chief engineer of
the Borrower or by the Borrower (other than June 30 Reserve Reports), such Reserve Report has been prepared, except as otherwise specified therein, in accordance with the procedures used in the immediately preceding June 30 Reserve Report
or the Initial Reserve Report, if no June 30 Reserve Report has been delivered; 
 (ii) the information contained in the Reserve Report
and any other information delivered in connection therewith is true and correct in all material respects; 
 (iii) except as set forth in an
exhibit to such certificate, the Borrower or another Credit Party has good and defensible title to the Borrowing Base Properties evaluated in such Reserve Report (other than those (x) Disposed of in compliance with Section 10.4
since delivery of such Reserve Report, (y) leases that have expired in accordance with their terms and (z) with title defects disclosed in writing to the Administrative Agent) and such Borrowing Base Properties are free of all Liens
except for Liens permitted by Section 10.2; 
 (iv) except as set forth on an exhibit to such certificate, on a net basis there
are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 8.18 with respect to the Credit Parties’ Oil and Gas Property evaluated in such Reserve Report that would require the Borrower or
any other Credit Party 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; 

(v) none of the Borrowing Base Properties have been Disposed since the date of the last Borrowing Base determination except those Borrowing
Base Properties listed on such certificate as having been Disposed; and 
 (vi) the certificate shall also attach, as schedules thereto,
(A) a list of (1) all material marketing agreements (which are not cancellable on 60 days’ notice or less without penalty or detriment) entered into subsequent to the later of the Closing Date and the most recently delivered Reserve
Report for the sale of production of the Credit Parties’ Hydrocarbons (including calls on, or other parties rights to purchase, production, whether or not the same are currently being exercised) that have a maturity date or expiry date of
longer than six months from the last day of such fiscal year or period, as applicable and (2) all Borrowing Base Properties evaluated by such Reserve Report that are Collateral and demonstrating that the PV-9 of the Collateral (calculated at
the time of delivery of such Reserve Report) meets the Collateral Coverage Minimum and (B) during the period commencing on the Closing Date through and including April 1, 2014, the Sponsor Development Plan then in effect. 

9.15 Title Information. On or before the date of delivery to the Administrative Agent of each Reserve Report required by
Section 9.14(a), the Borrower will use commercially reasonable efforts to deliver, if requested by the Administrative Agent, title information consistent with usual and customary standards for the geographic regions in which the
Borrowing Base Properties are located, taking into account the size, scope and number of leases and wells of the Borrower and its Restricted Subsidiaries. 

9.16 Change in Business. The Borrower and its Restricted Subsidiaries, taken as a whole, will not fundamentally and substantively alter
the character of their business, taken as a whole, from the business of Industry Investments by the Borrower and its Restricted Subsidiaries and other business activities incidental or reasonably related to any of the foregoing. 

  
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 SECTION 10. Negative Covenants. 

The Borrower hereby covenants and agrees that on the Closing Date and thereafter, until the Total Commitment and each Letter of Credit have
terminated (unless such Letters of Credit have been collateralized on terms and conditions reasonably satisfactory to the Letter of Credit Issuer following the termination of the Total Commitment) and the Loans, the Swingline Loans and Unpaid
Drawings, together with interest, fees and all other Obligations incurred hereunder (other than Hedging Obligations under Secured Hedge Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification
obligations not then due and payable), are paid in full: 
 10.1 Limitation on Indebtedness. The Borrower will not, and will not
permit any of the Restricted Subsidiaries to, create, incur, assume or suffer to exist any Indebtedness other than the following: 
 (a)
Indebtedness arising under the Credit Documents (including pursuant to Sections 2.16 and 2.17 and any Permitted Refinancing Debt incurred to Refinance such Indebtedness); 

(b) Indebtedness (including Guarantee Obligations thereunder) in respect of the Senior Interim Loans, the Senior Notes and any fees,
underwriting discounts, premiums and other costs and expenses incurred in connection with the foregoing and any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtedness; 

(c) Indebtedness of (i) the Borrower or any Guarantor owing to the Borrower or any Subsidiary; provided that any such Indebtedness
owing by a Credit Party to a Subsidiary that is not a Guarantor shall (x) be evidenced by the Intercompany Note or (y) otherwise be outstanding on the Closing Date so long as such Indebtedness is evidenced by an intercompany note
substantially in the form of Exhibit L or otherwise subject to subordination terms substantially identical to the subordination terms set forth in Exhibit L, in each case, to the extent permitted by Requirements of Law and not
giving rise to material adverse tax consequences, (ii) any Subsidiary that is not a Guarantor owing to any other Subsidiary that is not a Guarantor and (iii) to the extent permitted by Section 10.5, any Subsidiary that is not a
Guarantor owing to the Borrower or any Guarantor; 
 (d) Indebtedness in respect of any bankers’ acceptance, bank guarantees, letter of
credit, warehouse receipt or similar facilities entered into in the ordinary course of business (including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or
self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims); 
 (e) subject to
compliance with Section 10.5, Guarantee Obligations incurred by (i) Restricted Subsidiaries in respect of Indebtedness of the Borrower or other Restricted Subsidiaries that is permitted to be incurred under this Agreement (except
that a Restricted Subsidiary that is not a Credit Party may not, by virtue of this Section 10.1(e) guarantee Indebtedness that such Restricted Subsidiary could not otherwise incur under this Section 10.1) and (ii) the
Borrower in respect of Indebtedness of Restricted Subsidiaries that is permitted to be incurred under this Agreement; provided that (A) if the Indebtedness being guaranteed under this Section 10.1(e) is subordinated to the
Obligations, such Guarantee Obligations shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness and (B) no guarantee by any Restricted
Subsidiary of any Permitted Additional Debt (or Indebtedness under clause (b) above) shall be permitted unless such Restricted Subsidiary shall have also provided a guarantee of the Obligations substantially on the terms set forth in the
Guarantee; 

  
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 (f) Guarantee Obligations (i) incurred in the ordinary course of business in respect of
obligations of (or to) suppliers, customers, franchisees, lessors, licensees or sublicensees or (ii) otherwise constituting Investments permitted by Sections 10.5(d), (g), (h), (i), (q), (r) and
(s); 
 (g) (i) Indebtedness (including Indebtedness arising under Capital Leases) incurred within 270 days of the acquisition,
construction, lease, repair, replacement, expansion or improvement of fixed or capital assets to finance the acquisition, construction, lease, repair, replacement expansion, or improvement of such fixed or capital assets; (ii) Indebtedness
arising under Capital Leases, other than (A) Capital Leases in effect on the Closing Date and (B) Capital Leases entered into pursuant to subclause (i) above (provided that, in the case of each of the foregoing subclauses
(i) and (ii), the Borrower shall be in compliance on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness with the Financial Performance Covenant, as such covenant is recomputed as at the last day of the most recently
ended Test Period as if such incurrence had occurred on the first day of such Test Period); and (iii) any Permitted Refinancing Indebtedness issued or incurred to Refinance any such Indebtedness; 

(h) Indebtedness outstanding on the date hereof listed on Schedule 10.1 and any Permitted Refinancing Indebtedness issued or incurred to
Refinance such Indebtedness; 
 (i) Indebtedness in respect of Hedge Agreements, subject to the limitations set forth in
Section 10.10; 
 (j) (i) Indebtedness of a Person or Indebtedness attaching to the assets of a Person that, in either case,
becomes a Restricted Subsidiary (or is a Restricted Subsidiary that survives a merger with such Person or any of its Subsidiaries) or Indebtedness attaching to the assets that are acquired by the Borrower or any Restricted Subsidiary, in each case
after the Closing Date as the result of a Permitted Acquisition; provided that: 
 (A) such Indebtedness existed at the time such
Person became a Restricted Subsidiary or at the time such assets were acquired and, in each case, was not created in anticipation thereof, 

(B) such Indebtedness is not guaranteed in any respect by the Borrower or any Restricted Subsidiary (other than any such Person that so
becomes a Restricted Subsidiary or is the survivor of a merger with such Person or any of its Subsidiaries), 
 (C) (1) the Stock of
such Person is pledged to the Collateral Agent to the extent required under Section 9.11(b) and (2) such Person executes a supplement to each of the Guarantee, the Security Agreement and the Pledge Agreement and a joinder to the
Intercompany Note, in each case to the extent required under Section 9.11; provided that the assets covered by such pledges and security interests may, to the extent permitted by Section 10.2, equally and ratably
secure such Indebtedness assumed with the Secured Parties subject to intercreditor arrangements in form and substance reasonably satisfactory to the Administrative Agent; provided, further, that the requirements of this clause
(C) shall not apply to any Indebtedness of the type that could have been incurred under Section 10.1(g), and 
 (D)
after giving effect to the assumption of any such Indebtedness, to such acquisition and to any related Pro Forma Adjustment, the Borrower shall be in compliance on a Pro Forma Basis with the Financial Performance Covenant, as such covenant is
recomputed as at the last day of the most recently ended Test Period as if such assumption and acquisition had occurred on the first day of such Test Period; 

  
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 (ii) any Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness; 

(k) (i) Indebtedness incurred to finance a Permitted Acquisition; provided that: 

(A) (1) the Stock of such Person is pledged to the Collateral Agent to the extent required under Section 9.11(b) and
(2) such Person executes a supplement to each of the Guarantee, the Security Agreement and the Pledge Agreement and a joinder to the Intercompany Note, in each case to the extent required under Section 9.11; 

(B) after giving effect to the incurrence of any such Indebtedness, to such acquisition and to any related Pro Forma Adjustment, the Borrower
shall be in compliance on a Pro Forma Basis with the Financial Performance Covenant, as such covenant is recomputed as at the last day of the most recently ended Test Period as if such incurrence and acquisition had occurred on the first day of such
Test Period; 
 (C) the maturity of such Indebtedness is not earlier than, and no mandatory repayment or redemption (other than customary
change of control or asset sale offers or upon any event of default) is required prior to, 91 days after the Latest Maturity Date of any Facility hereunder (determined at the time of issuance or incurrence); and 

(D) such Indebtedness is not guaranteed in any respect by the Borrower or any Subsidiary Guarantor except to the extent (1) permitted
under Section 10.5 and (2) that after giving effect to the incurrence of any such Indebtedness, to such acquisition and to any related Pro Forma Adjustment, the Borrower shall be in compliance on a Pro Forma Basis with the Adjusted
Financial Performance Covenant, as such covenant is recomputed as at the last day of the most recently ended Test Period as if such incurrence and acquisition had occurred on the first day of such Test Period; 

(ii) any Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness; 

(l) Indebtedness consisting of secured financings by a Foreign Subsidiary in which no Credit Party’s assets are used to secure such
Indebtedness; 
 (m) Indebtedness in respect of performance bonds, bid bonds, appeal bonds, surety bonds and completion guarantees and
similar obligations not in connection with money borrowed, in each case provided in the ordinary course of business or consistent with past practice, including those incurred to secure health, safety and environmental obligations in the ordinary
course of business or consistent with past practice; 
 (n) (i) other additional Indebtedness and (ii) any Permitted Refinancing
Indebtedness issued as incurred to Refinance such Indebtedness; provided that the aggregate principal amount of Indebtedness outstanding at any time pursuant to this clause (n) shall not at the time of incurrence thereof and after
giving Pro Forma Effect thereto and the use of proceeds thereof, exceed the greater of $500,000,000 and 4.5% of Consolidated Total Assets (measured as of the date such Indebtedness is incurred based upon the financial statements most recently
available prior to such date); 
 (o) Indebtedness in respect of Permitted Additional Debt and any Permitted Refinancing Indebtedness issued
or incurred to Refinance such Indebtedness; provided that (i) after giving effect to the incurrence or issuance thereof, the Borrower shall be in compliance on a Pro Forma Basis with the Financial Performance Covenant as such covenant is
recomputed as of the last day of the most recently ended Test Period as if such incurrence or issuance had occurred on the first day of such Test Period and (ii) the Borrowing Base shall be adjusted as set forth in Section 2.14(e);


  
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 (p) Cash Management Obligations, Cash Management Services and other Indebtedness in respect of
netting services, automatic clearing house arrangements, employees’ credit or purchase cards, overdraft protections and similar arrangements in each case incurred in the ordinary course of business; 

(q) Indebtedness incurred in the ordinary course of business in respect of obligations of the Borrower or any Restricted Subsidiary to pay the
deferred purchase price of goods or services or progress payments in connection with such goods and services; 
 (r) Indebtedness arising
from agreements of the Borrower or any Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations (including earn-outs), in each case entered into in connection with Permitted Acquisitions, other
Investments and the Disposition of any business, assets or Stock permitted hereunder; 
 (s) Indebtedness of the Borrower or any Restricted
Subsidiary consisting of (i) obligations to pay insurance premiums or (ii) obligations contained in firm transportation or supply agreements or other take or pay contracts, in each case arising in the ordinary course of business; 

(t) Indebtedness representing deferred compensation to employees, consultants or independent contractors of the Borrower (or, to the extent
such work is done for the Borrower or its Subsidiaries, any direct or indirect parent thereof) and the Restricted Subsidiaries incurred in the ordinary course of business; 

(u) Indebtedness consisting of promissory notes issued by the Borrower or any Guarantor to current or former officers, managers, consultants,
directors and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance the purchase or redemption of Stock or Stock Equivalents of the Borrower (or any direct or
indirect parent thereof) permitted by Section 10.6; 
 (v) Indebtedness consisting of obligations of the Borrower and the
Restricted Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with the Transactions, Permitted Acquisitions or any other Investment permitted hereunder; 

(w) Indebtedness associated with bonds or surety obligations required by Requirements of Law or by Governmental Authorities in connection with
the operation of Oil and Gas Properties in the ordinary course of business; 
 (x) Indebtedness consisting of the undischarged balance of any
Production Payment, subject to adjustment of the Borrowing Base as set forth in Section 2.14(g) to the extent required under Section 10.4(b); 

(y) Indebtedness of the Borrower or any Restricted Subsidiary to any joint venture (regardless of the form of legal entity) that is not a
Subsidiary arising in the ordinary course of business in connection with the Cash Management Services (including with respect to intercompany self-insurance arrangements) of the Borrower and its Restricted Subsidiaries; and 

(z) all premiums (if any), interest (including post-petition interest), fees, expenses, charges, and additional or contingent interest on
obligations described in clauses (a) through (y) above. 

  
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 10.2 Limitation on Liens. The Borrower will not, and will not permit any of the Restricted
Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any property or assets of any kind (real or personal, tangible or intangible) of the Borrower or any Restricted Subsidiary, whether now owned or hereafter acquired, except: 

(a) Liens arising under the Credit Documents to secure the Obligations (including Liens contemplated by Section 3.8) or permitted
in respect of any Mortgaged Property by the terms of the applicable Mortgage; 
 (b) Permitted Liens; 

(c) (x) Liens (including liens arising under Capital Leases to secure Capital Lease Obligations) securing Indebtedness permitted pursuant
to Section 10.1(g); provided that such Liens attach concurrently with or within 270 days after the acquisition, lease, repair, replacement, construction, expansion or improvement (as applicable) being financed with such
Indebtedness, (ii) other than the property financed by such Indebtedness, such Liens do not at any time encumber any property, except for replacements thereof and accessions and additions to such property and the proceeds and the products
thereof and customary security deposits and (iii) with respect to Capital Leases, such Liens do not at any time extend to or cover any assets (except for accessions and additions to such assets, replacements and products thereof and customary
security deposits) other than the assets subject to such Capital Leases; provided that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender, and
(y) Liens on the assets of a Restricted Subsidiary that is not a Credit Party securing Indebtedness permitted pursuant to Section 10.1(n); 

(d) Liens existing on the date hereof; provided that any Lien securing Indebtedness in excess of (i) $5,000,000 individually or
(ii) $10,000,000 in the aggregate (when taken together with all other Liens securing obligations outstanding in reliance on this clause (d) that are not listed on Schedule 10.2) shall only be permitted to the extent such
Lien is listed on Schedule 10.2; 
 (e) (i) the modification, replacement, extension or renewal of any Lien permitted by
clauses (a), (b), (c), (d), (f) and (s) of this Section 10.2 upon or in the same assets theretofore subject to such Lien or upon or in after-acquired property that is (A) affixed
or incorporated into the property covered by such Lien, (B) in the case of Liens permitted by clauses (f) and (s), subject to a Lien securing Indebtedness permitted under Section 10.1, the terms of which
Indebtedness require or include a pledge of after-acquired property (it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition) and
(C) the proceeds and products thereof or (ii) Liens securing Indebtedness incurred in replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor except to the extent otherwise permitted
hereunder) of secured Indebtedness, to the extent the replacement, extension or renewal of the Indebtedness secured thereby is permitted by Section 10.1; 

(f) Liens existing on the assets of any Person that becomes a Subsidiary, or existing on assets acquired, pursuant to a Permitted Acquisition
to the extent the Liens on such assets secure Indebtedness permitted by Section 10.1(j); provided that such Liens attach at all times only to the same assets that such Liens (or upon or in after-acquired property that is
(i) affixed or incorporated into the property covered by such Lien, (ii) after-acquired property subject to a Lien securing Indebtedness permitted under Section 10.1(j), the terms of which Indebtedness require or include a
pledge of after-acquired property (it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition) and (iii) the proceeds and products thereof)
attached to, and secure only, the same Indebtedness or obligations (or any Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness permitted by Section 10.1) that such Liens secured, immediately prior to such Permitted
Acquisition; 

  
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 (g) Liens placed upon the Stock and Stock Equivalents of any Person that becomes a Restricted
Subsidiary pursuant to a Permitted Acquisition, or the assets of such a Restricted Subsidiary, in each case, to secure Indebtedness incurred pursuant to Section 10.1(k); provided that such Liens attach at all times only to the
Stock and Stock Equivalents or assets so acquired; 
 (h) Liens securing Indebtedness or other obligations (i) of the Borrower or a
Restricted Subsidiary in favor of a Credit Party and (ii) of any Restricted Subsidiary that is not a Credit Party in favor of any Restricted Subsidiary that is not a Credit Party; 

(i) Liens (i) of a collecting bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection,
(ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business and (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right
of set-off); 
 (j) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant
to Section 10.5 to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to Dispose of any property in a transaction permitted under Section 10.4, in each case, solely to the
extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; 
 (k) Liens
arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods entered into by the Borrower or any of the Restricted Subsidiaries in the ordinary course of business permitted by this Agreement;

 (l) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 10.5; 

(m) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to brokerage accounts incurred in
the ordinary course of business and not for speculative purposes; 
 (n) Liens that are contractual rights of set-off (i) relating to
the establishment of depository relations with banks not given in connection with the issuance or incurrence of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower or any Restricted Subsidiary to permit satisfaction
of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any
Restricted Subsidiary in the ordinary course of business; 
 (o) Liens solely on any cash earnest money deposits made by the Borrower or any
of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; 
 (p) Liens on insurance
policies and the proceeds thereof securing the financing of the premiums with respect thereto; 
 (q) Liens in respect of Production
Payments, subject to adjustment of the Borrowing Base as set forth in Section 2.14(g) to the extent required under Section 10.4(b); 

  
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 (r) the prior right of consignees and their lenders under consignment arrangements entered into
in the ordinary course of business; 
 (s) agreements to subordinate any interest of the Borrower or any Restricted Subsidiary in any
accounts receivable or other proceeds arising from inventory consigned by the Borrower or any Restricted Subsidiary pursuant to an agreement entered into in the ordinary course of business; 

(t) Liens on Stock in a joint venture securing obligations of such joint venture so long as the assets of such joint venture do not constitute
Collateral; 
 (u) Liens securing any Indebtedness permitted by Section 10.1(l); 

(v) Liens arising pursuant to Section 107(l) of the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §
9607(l), or other Environmental Law, unless such Lien (i) by action of the lienholder, or by operation of law, takes priority over any Liens arising under the Credit Documents on the property upon which it is a Lien, and (ii) relates to a
liability of the Borrower or any Restricted Subsidiary that is reasonably likely to exceed $5,000,000; and 
 (w) additional Liens on
property not constituting Borrowing Base Properties so long as the aggregate principal amount of the obligations secured thereby at the time of the incurrence thereof and after giving Pro Forma Effect thereto and the use of proceeds thereof, does
not exceed the greater of $150,000,000 and 1.50% of Consolidated Total Assets (measured as of the date such Lien or the Indebtedness secured is incurred based upon the financial statements most recently available prior to such date). 

10.3 Limitation on Fundamental Changes. Except as permitted by Sections 10.4 or 10.5, the Borrower will not, and will not
permit any of the Restricted Subsidiaries to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of, all or substantially all its business units,
assets or other properties, except that: 
 (a) any Subsidiary of the Borrower or any other Person may be merged, amalgamated or consolidated
with or into the Borrower; provided that (i) the Borrower shall be the continuing or surviving Person or, in the case of a merger, amalgamation or consolidation with or into the Borrower, the Person formed by or surviving any such
merger, amalgamation or consolidation (if other than the Borrower) shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof (the Borrower or such Person, as
the case may be, being herein referred to as the “Successor Borrower”), (ii) the Successor Borrower (if other than the Borrower) shall expressly assume all the obligations of the Borrower under this Agreement and the other
Credit Documents pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (iii) no Borrowing Base Deficiency, Default or Event of Default has occurred and is continuing at the date of such merger,
amalgamation or consolidation or would result from such consummation of such merger, amalgamation or consolidation, and (iv) if such merger, amalgamation or consolidation involves the Borrower and a Person that, prior to the consummation of
such merger, amalgamation or consolidation, is not a Subsidiary of the Borrower (A) the Successor Borrower shall be in compliance, on a Pro Forma Basis after giving effect to such merger, amalgamation or consolidation, with the Financial
Performance Covenant, as such covenant is recomputed as at the last day of the most recently ended Test Period under such Section as if such merger, amalgamation or consolidation had occurred on the first day of such Test Period, (B) each
Guarantor, unless it is the other party to such merger, amalgamation or consolidation or unless the Successor Borrower is the Borrower, shall have by a supplement to the Guarantee confirmed that its Guarantee shall apply to the Successor
Borrower’s obligations under this Agreement, (C) each Subsidiary grantor and each Subsidiary pledgor, unless it is 

  
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the other party to such merger, amalgamation or consolidation or unless the Successor Borrower is the Borrower, shall have by a supplement to the Credit Documents confirmed that its obligations
thereunder shall apply to the Successor Borrower’s obligations under this Agreement, (D) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation or unless the Successor Borrower is the Borrower,
shall have by an amendment to or restatement of the applicable Mortgage confirmed that its obligations thereunder shall apply to the Successor Borrower’s obligations under this Agreement, (E) the Borrower shall have delivered to the
Administrative Agent an officer’s certificate stating that such merger, amalgamation or consolidation and any supplements to the Credit Documents preserve the enforceability of the Guarantee and the perfection and priority of the Liens under
the Security Documents, (F) if reasonably requested by the Administrative Agent, an opinion of counsel shall be required to be provided to the effect that such merger, amalgamation or consolidation does not violate this Agreement or any other
Credit Document; provided, further, that if the foregoing are satisfied, the Successor Borrower (if other than the Borrower) will succeed to, and be substituted for, the Borrower under this Agreement and (G) such merger, amalgamation or
consolidation shall comply with all the conditions set forth in the definition of the term “Permitted Acquisition” or is otherwise permitted under Section 10.5; 

(b) any Subsidiary of the Borrower or any other Person may be merged, amalgamated or consolidated with or into any one or more Subsidiaries of
the Borrower; provided that (i) in the case of any merger, amalgamation or consolidation involving one or more Restricted Subsidiaries, (A) a Restricted Subsidiary shall be the continuing or surviving Person or (B) the Borrower
shall take all steps necessary to cause the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Restricted Subsidiary) to become a Restricted Subsidiary, (ii) in the case of any merger, amalgamation or
consolidation involving one or more Guarantors, a Guarantor shall be the continuing or surviving Person or the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Guarantor) shall execute a supplement to the
Guarantee, the Security Agreement, the Pledge Agreement and any applicable Mortgage, and a joinder to the Intercompany Note, each in form and substance reasonably satisfactory to the Collateral Agent in order for the surviving Person to become a
Guarantor and pledgor, mortgagor and grantor of Collateral for the benefit of the Secured Parties and to acknowledge and agree to the terms of the Intercompany Note, (iii) no Borrowing Base Deficiency, Default or Event of Default has occurred
and is continuing on the date of such merger, amalgamation or consolidation or would result from the consummation of such merger, amalgamation or consolidation and (iv) if such merger, amalgamation or consolidation involves a Subsidiary and a
Person that, prior to the consummation of such merger, amalgamation or consolidation, is not a Restricted Subsidiary of the Borrower, (A) the Borrower shall be in compliance, on a Pro Forma Basis after giving effect to such merger, amalgamation
or consolidation, with the Financial Performance Covenant, as such covenant is recomputed as at the last day of the most recently ended Test Period under such Section as if such merger, amalgamation or consolidation had occurred on the first day of
such Test Period, (B) the Borrower shall have delivered to the Administrative Agent an officer’s certificate stating that such merger, amalgamation or consolidation and such supplements to any Credit Document preserve the enforceability of
the Guarantee and the perfection and priority of the Liens under the Security Agreement and (C) such merger, amalgamation or consolidation shall comply with all the conditions set forth in the definition of the term “Permitted
Acquisition” or is otherwise permitted under Section 10.5; 
 (c) any Restricted Subsidiary that is not a Guarantor may
(i) merge, amalgamate or consolidate with or into any other Restricted Subsidiary and (ii) Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower, a Guarantor or any other Restricted Subsidiary of the
Borrower; 

  
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 (d) any Subsidiary Guarantor may (i) merge, amalgamate or consolidate with or into any other
Subsidiary Guarantor, (ii) merge, amalgamate or consolidate with or into any other Subsidiary which is not a Guarantor or Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Subsidiary that is not a
Guarantor; provided that if such Subsidiary Guarantor is not the surviving entity, such merger, amalgamation or consolidation shall be deemed to be, and any such Disposition shall be, an “Investment” and subject to the limitations
set forth in Section 10.5 and (iii) Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other Guarantor; 

(e) any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution
is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Credit Party, any assets or business of such Restricted Subsidiary not otherwise Disposed of or
transferred in accordance with Section 10.4 or 10.5, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Credit Party after giving effect to such liquidation or
dissolution; 
 (f) the Borrower and its Restricted Subsidiaries may consummate the Transactions; and 

(g) to the extent that no Borrowing Base Deficiency, Default or Event of Default would result from the consummation of such Disposition, the
Borrower and the Restricted Subsidiaries may consummate a merger, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 10.4. 

10.4 Limitation on Sale of Assets. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, (x) convey,
sell, lease, sell and leaseback, assign, farm-out, transfer or otherwise dispose (each of the foregoing a “Disposition”) of any of its property, business or assets (including receivables and leasehold interests), whether now owned
or hereafter acquired or (y) sell to any Person (other than the Borrower or a Guarantor) any shares owned by it of any Restricted Subsidiary’s Stock and Stock Equivalents, except that: 

(a) the Borrower and the Restricted Subsidiaries may Dispose of (i) inventory and other goods held for sale, including Hydrocarbons,
obsolete, worn out, used or surplus equipment, vehicles and other assets (other than accounts receivable) in the ordinary course of business (including equipment that is no longer necessary for the business of the Borrower or its Restricted
Subsidiaries or is replaced by equipment of at least comparable value and use), (ii) Permitted Investments, and (iii) assets for the purposes of charitable contributions or similar gifts to the extent such assets are not material to the
ability of the Borrower and its Restricted Subsidiaries, taken as a whole, to conduct its business in the ordinary course; 
 (b) the
Borrower and the Restricted Subsidiaries may Dispose of any Oil and Gas Properties or any interest therein or the Stock or Stock Equivalents of any Restricted Subsidiary or of any Minority Investment owning Oil and Gas Properties (and including, but
without limitation, Dispositions in respect of Production Payments and in connection with net profits interests, operating agreements, farm-ins, joint exploration and development agreements and other agreements customary in the oil and gas industry
for the purpose of developing such Oil and Gas Properties); provided that such Disposition is for Fair Market Value; provided, further, that if such Disposition of Oil and Gas Properties or of any Stock or Stock Equivalents of any
Restricted Subsidiary or Minority Investment owning Oil and Gas Properties involves Borrowing Base Properties included in the most recently delivered Reserve Report and the aggregate PV-9 (calculated at the time of such Disposition) of all such
Borrowing Base Properties Disposed of since the later of (i) the last Scheduled Redetermination Date and (ii) the last adjustment of the Borrowing Base made pursuant to Section 2.14(g) exceeds 5% of the then-effective Borrowing
Base, then no later than two Business Days’ after the date of consummation of any such Disposition, the Borrower shall provide notice to the Administrative Agent of such Disposition and the Borrowing Base Properties so Disposed 

  
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and the Borrowing Base shall be adjusted in accordance with the provisions of Section 2.14(g); provided, further, that to the extent that the Borrower is notified by the
Administrative Agent that a Borrowing Base Deficiency could result from an adjustment to the Borrowing Base resulting from such Disposition, after the consummation of such Disposition(s), the Borrower shall have received net cash proceeds, or shall
have cash on hand, sufficient to eliminate any such potential Borrowing Base Deficiency; 
 (c) the Borrower and the Restricted Subsidiaries
may Dispose of property or assets to the Borrower or to a Restricted Subsidiary; provided that if the transferor of such property is a Credit Party (i) the transferee thereof must either be a Credit Party or (ii) such transaction is
permitted under Section 10.5; 
 (d) the Borrower and any Restricted Subsidiary may effect any transaction permitted by
Section 10.3, 10.5 or 10.6; 
 (e) the Borrower and the Restricted Subsidiaries may lease, sublease, license or
sublicense (on a non-exclusive basis with respect to any intellectual property) real, personal or intellectual property in the ordinary course of business; 

(f) Dispositions (including like-kind exchanges) of property (other than Borrowing Base Properties) to the extent that (i) such property
is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are applied to the purchase price of such replacement property, in each case under Section 1031 of the Code or
otherwise; 
 (g) Dispositions of Hydrocarbon Interests to which no Proved Reserves are attributable and farm-outs of undeveloped acreage to
which no Proved Reserves are attributable and assignments in connection with such farm-outs; 
 (h) Dispositions of Investments in joint
ventures (regardless of the form of legal entity) to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements to the
extent the same would be permitted under Section 10.5(i); 
 (i) Dispositions listed on Schedule 10.4 (“Scheduled
Dispositions”); 
 (j) transfers of property subject to a (i) Casualty Event or in connection with any condemnation proceeding
with respect to Collateral upon receipt of the net cash proceeds of such Casualty Event or condemnation proceeding or (ii) in connection with any Casualty Event or any condemnation proceeding, in each case with respect to property that does not
constitute Collateral; 
 (k) Dispositions of accounts receivable (i) in connection with the collection or compromise thereof or
(ii) to the extent the proceeds thereof are used to prepay any Loans then outstanding; 
 (l) the unwinding of any Hedge Agreement
(subject to the terms of Section 2.14(f)); 
 (m) Dispositions of Oil and Gas Properties and other assets not included in the
Borrowing Base; and 
 (n) Disposition of any asset between or among the Borrower and/or its Restricted Subsidiaries as a substantially
concurrent interim Disposition in connection with a Disposition otherwise permitted pursuant to clauses (a) through (m) above. 

  
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 10.5 Limitation on Investments. The Borrower will not, and will not permit any of the
Restricted Subsidiaries, to make any Investment except: 
 (a) extensions of trade credit and purchases of assets and services (including
purchases of inventory, supplies and materials) in the ordinary course of business; 
 (b) Investments in assets that constituted Permitted
Investments at the time such Investments were made; 
 (c) loans and advances to officers, directors, employees and consultants of the
Borrower (or any direct or indirect parent thereof) or any of its Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes (including employee payroll
advances), (ii) in connection with such Person’s purchase of Stock or Stock Equivalents of the Borrower (or any direct or indirect parent thereof; provided that, to the extent such loans and advances are made in cash, the amount of
such loans and advances used to acquire such Stock or Stock Equivalents shall be contributed to the Borrower in cash) and (iii) for purposes not described in the foregoing subclauses (i) and (ii); provided that the
aggregate principal amount outstanding pursuant to subclause (iii) shall not exceed $20,000,000; 
 (d) (i) Investments
existing on, or made pursuant to legally binding written commitments in existence on, the Closing Date as set forth on Schedule 10.5, (ii) Investments existing on the Closing Date of the Borrower or any Subsidiary in any other Subsidiary
and (iii) any extensions, renewals or reinvestments thereof, so long as the amount of any Investment made pursuant to this clause (d) is not increased at any time above the amount of such Investment set forth on Schedule
10.5; 
 (e) Investments received in connection with the bankruptcy or reorganization of suppliers or customers and in settlement of
delinquent obligations of, and other disputes with, customers arising in the ordinary course of business or upon foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; 

(f) Investments to the extent that payment for such Investments is made with Stock or Stock Equivalents (other than Disqualified Stock not
otherwise permitted by Section 10.1) of the Borrower (or any direct or indirect parent thereof); 
 (g) Investments (i) by
the Borrower in any Guarantor or by any Guarantor in the Borrower, (ii) by any Restricted Subsidiary that is not a Guarantor in the Borrower or any other Restricted Subsidiary, and (iii) by the Borrower or any Guarantor in any Restricted
Subsidiary that is not a Guarantor, valued at the Fair Market Value (determined by the Borrower in good faith) of such Investment at the time each such Investment is made, in an aggregate amount pursuant to this Section 10.5(g)(iii)
that, at the time such Investement is made, would not exceed the sum of (A) the greater of $125,000,000 and 1.25% of Consolidated Total Assets (measured as of the date such Investment is made based upon the financial statements most recently
available prior to such date), (B) the Applicable Equity Amount at such time and (C) to the extent not otherwise included in the determination of the Applicable Equity Amount, an amount equal to any repayments, interest, returns, profits,
distributions, income and similar amounts actually received in cash in respect of any such Investment (which amount shall not exceed the amount of such Investment valued at the Fair Market Value of such Investment at the time such Investment was
made) (it being understood that to the extent any Investment made pursuant to this Section 10.5(g)(iii) was made by using the Applicable Equity Amount, then the amounts referred to in clause (C) shall, to the extent of the
original usage of the Applicable Equity Amount, be deemed to reconstitute such amounts). 

  
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 (h) Investments constituting Permitted Acquisitions; provided that the aggregate amount of
Permitted Acquisition Consideration of such Permitted Acquisitions made or provided by the Borrower or any Subsidiary Guarantor to acquire any Restricted Subsidiary that does not become a Subsidiary Guarantor or merge, consolidate or amalgamate into
the Borrower or a Subsidiary Guarantor or any assets that shall not, immediately after giving effect to such Permitted Acquisition, be owned by the Borrower or a Subsidiary Guarantor, shall not exceed the sum of (i) the greater of $250,000,000
and 2.50% of Consolidated Total Assets after giving effect to such Permitted Acquisitions, (ii) the Applicable Equity Amount at such time and (iii) to the extent not otherwise included in the determination of the Applicable Equity Amount,
an amount equal to any repayments, interest, returns, profits, distributions, income and similar amounts actually received in cash in respect of any such Investment (which amount shall not exceed the amount of such Investment valued at the Fair
Market Value of such Investment at the time such Investment was made) (it being understood that to the extent any Investment made pursuant to this Section 10.5(h) was made by using the Applicable Equity Amount, then the amounts referred
to in this clause (iii) shall, to the extent of the original usage of the Applicable Equity Amount, be deemed to reconstitute such amounts); 

(i) Investments (including but not limited to (i) Minority Investments and Investments in Unrestricted Subsidiaries, (ii) Investments
in joint ventures (regardless of the form of legal entity) or similar Persons that do not constitute Restricted Subsidiaries, (iii) Investments in Subsidiaries that are not Credit Parties, (iv) Permitted Acquisitions and
(v) Investments in respect of royalty trusts and master limited partnerships), in each case valued at the Fair Market Value (determined by the Borrower acting in good faith) of such Investment at the time each such Investment is made, in an
aggregate amount pursuant to this Section 10.5(i) that, at the time each such Investment is made, would not exceed the sum of (A) the greater of (1) $125,000,000 and (2) 1.25% of Consolidated Total Assets (measured as of
the date such Investment is made based upon the financial statements most recently available prior to such date) plus (B) the Applicable Equity Amount at such time plus (C) to the extent not otherwise included in the determination
of the Applicable Equity Amount, an amount equal to any repayments, interest, returns, profits, distributions, income and similar amounts actually received in cash in respect of any such Investment (which amount shall not exceed the amount of such
Investment valued at the Fair Market Value of such Investment at the time such Investment was made) (it being understood that to the extent any Investment made pursuant to this Section 10.5(i) was made by using the Applicable Equity
Amount, then the amounts referred to in the clause (C) shall, to the extent of the original usage of the Applicable Equity Amount, be deemed to reconstitute such amounts); provided that the foregoing limits shall not apply during
the period in which, and Investments may be made pursuant to this Section 10.5(i) without limit at any such time during which, after giving Pro Forma Effect to the making of any such Investment, (1) no Event of Default shall have
occurred and be continuing and (2) Liquidity is not less than 10% of the then effective Borrowing Base (on a Pro Forma Basis after giving effect to such Investment); provided, further, that intercompany current liabilities incurred in
the ordinary course of business and consistent with past practices, in connection with the cash management operations of the Borrower and the Subsidiaries shall not be included in calculating any limitations in this paragraph at any time; 

(j) Investments constituting non-cash proceeds of Dispositions of assets to the extent permitted by Section 10.4; 

(k) Investments made to repurchase or retire Stock or Stock Equivalents of the Borrower or any direct or indirect parent thereof owned by the
Co-Investors or its Affiliates or any employee or any stock ownership plan or key employee stock ownership plan of the Borrower (or any direct or indirect parent thereof); 

(l) Investments consisting of Dividends permitted under Section 10.6; 

  
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 (m) loans and advances to any direct or indirect parent of the Borrower in lieu of, and not in
excess of the amount of, Dividends to the extent permitted to be made to such parent in accordance with Section 10.6; 
 (n)
Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction
thereof from financially troubled account debtors and other credits to suppliers in the ordinary course of business; 
 (o) Investments in
the ordinary course of business consisting of endorsements for collection or deposit and customary trade arrangements with customers consistent with past practices; 

(p) advances of payroll payments to employees, consultants or independent contractors or other advances of salaries or compensation to
employees, consultants or independent contractors, in each case in the ordinary course of business; 
 (q) guarantee obligations of the
Borrower or any Restricted Subsidiary of leases (other than Capital Leases) or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business; 

(r) Investments held by a Person acquired (including by way of merger or consolidation) after the Closing Date otherwise in accordance with
this Section 10.5 to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation; 

(s) Investments in Industry Investments and in interests in additional Oil and Gas Properties and gas gathering systems related thereto or
Investments related to farm-out, farm-in, joint operating, joint venture, joint development or other area of mutual interest agreements, other similar industry investments, gathering systems, pipelines or other similar oil and gas exploration and
production business arrangements whether through direct ownership or ownership through a joint venture or similar arrangement; 
 (t) To the
extent constituting Investments, the Transactions; 
 (u) Investments in Hedge Agreements permitted by Section 10.1 and
Section 10.10; 
 (v) Investments consisting of Indebtedness, fundamental changes, Dispositions and Dividends permitted under
Sections 10.1, 10.3, 10.4 and 10.6 (other than 10.6(c)); and 
 (w) Investments consisting of licensing of
intellectual property pursuant to joint marketing arrangements with other Persons in the ordinary course of business. 
 10.6 Limitation
on Dividends. The Borrower will not pay any dividends (other than Dividends payable solely in its Stock that is not Disqualified Stock) or return any capital to its equity holders or make any other distribution, payment or delivery of property
or cash to its equity holders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for consideration, any shares of any class of its Stock or Stock Equivalents or the Stock or Stock Equivalents of any direct or indirect
parent now or hereafter outstanding, or set aside any funds for any of the foregoing purposes, or permit any of the Restricted Subsidiaries to purchase or otherwise acquire for consideration (other than in connection with an Investment permitted by
Section 10.5) any Stock or Stock Equivalents of the Borrower (or any direct or indirect parent thereof), now or hereafter outstanding (all of the foregoing, “Dividends”); except that: 

  
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 (a) the Borrower may (or may pay Dividends to permit any direct or indirect parent thereof to)
redeem in whole or in part any of its Stock or Stock Equivalents in exchange for another class of its (or such parent’s) Stock or Stock Equivalents or with proceeds from substantially concurrent equity contributions or issuances of new Stock or
Stock Equivalents; provided that such new Stock or Stock Equivalents contain terms and provisions at least as advantageous to the Lenders in all material respects to their interests as those contained in the Stock or Stock Equivalents
redeemed thereby, and the Borrower may pay Dividends payable solely in the Stock and Stock Equivalents (other than Disqualified Stock not otherwise permitted by Section 10.1) of the Borrower; 

(b) the Borrower may (i) (or may pay dividends to permit any direct or indirect parent thereof to) redeem, acquire, retire or repurchase
shares of its (or such parent’s) Stock or Stock Equivalents held by any present or former officer, manager, consultant, director or employee (or their respective Affiliates, estates, spouses, former spouses, successors, executors,
administrators, heirs, legatees, distributees or immediate family members) of the Borrower and its Subsidiaries or any parent thereof, upon the death, disability, retirement or termination of employment of any such Person or otherwise in accordance
with any equity option or equity appreciation rights plan, any management, director and/or employee equity ownership, benefit or incentive plan or agreement, equity subscription plan, employment termination agreement or any other employment
agreements or equity holders’ agreement; provided that, non-discretionary repurchases, acquisitions, retirements or redemptions pursuant to the terms of any equity option or equity appreciation rights plan, any management, director
and/or employee equity ownership, benefit or incentive plan or agreement, equity subscription plan, employment termination agreement or any other employment agreements or equity holders’ agreement, the aggregate amount of all cash paid in
respect of all such shares of Stock or Stock Equivalents so redeemed, acquired, retired or repurchased in any calendar year does not exceed the sum of (A) $50,000,000 (which shall increase to $100,000,000 subsequent to the consummation of
Qualifying IPO) (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of $75,000,000 in any calendar year (which shall increase to $150,000,000 subsequent to the consummation of a Qualifying
IPO) plus (B) all net cash proceeds obtained by the Borrower during such calendar year from the sale of such Stock or Stock Equivalents to other present or former officers, consultants, employees, directors and managers in connection
with any permitted compensation and incentive arrangements plus (C) all net cash proceeds obtained from any key-man life insurance policies received during such calendar year; notwithstanding the foregoing, 100% of the unused amount of payments
in respect of Section 10.6(b)(i) (before giving effect to any carry forward) may be carried forward to the two immediately succeeding fiscal years (but not any other) and utilized to make payments pursuant to this
Section 10.6(b)(i) (any amount so carried forward shall be deemed to be used last in the subsequent fiscal year); and (ii) pay Dividends in an amount equal to withholding or similar Taxes payable or expected to be payable by any
present or former employee, director, manager or consultant (or their respective Affiliates, estates or immediate family members) and any repurchases of Stock or Stock Equivalents in consideration of such payments including deemed repurchases in
connection with the exercise of stock options so long as the amount of such payments does not exceed $25,000,000 in the aggregate; 
 (c) to
the extent constituting Dividends, the Borrower may make Investments permitted by Section 10.5; 
 (d) to the extent constituting
Dividends, the Borrower may enter into and consummate transactions expressly permitted by any provision of Section 10.3; 

  
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 (e) the Borrower may repurchase Stock or Stock Equivalents of the Borrower (or any direct or
indirect parent thereof) upon exercise of stock options or warrants if such Stock or Stock Equivalents represents all or a portion of the exercise price of such options or warrants; 

(f) the Borrower may make and pay Dividends to Holdings or any other direct or indirect parent entity of the Borrower: 

(i) the proceeds of which will be used to pay (or to make Dividends to allow Holdings or any other direct or indirect parent of the Borrower to
pay): (A) franchise and excise taxes, and other fees and expenses, required to maintain its organizational existence, and (B) Taxes of a consolidated, combined, affiliated or unitary group that includes any of the Borrower or its
Subsidiaries, to the extent such Taxes are attributable to the Borrower or its Restricted Subsidiaries or, to the extent attributable to its Unrestricted Subsidiaries, to the extent of the amount actually received from its Unrestricted Subsidiaries,
provided that in each case, the amount of such payments in any fiscal year does not exceed the amount that the Borrower, its Restricted Subsidiaries and its Unrestricted Subsidiaries (to the extent described above) would have been required to
pay in respect of such foreign, federal, state or local taxes for such fiscal year had the Borrower, its Restricted Subsidiaries and its Unrestricted Subsidiaries (to the extent described above) been a stand-alone taxpayer (separate from Holdings or
any other direct or indirect parent company of the Borrower) for all fiscal years ending after the Closing Date; 
 (ii) the proceeds of
which shall be used to allow any direct or indirect parent of the Borrower to pay its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and
similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business, in an aggregate amount not to exceed $25,000,000 in any fiscal year plus any actual, reasonable and customary
indemnification claims made by directors or officers of the Borrower (or any parent thereof); 
 (iii) the proceeds of which shall be used by
such parents to pay Dividends contemplated by Section 10.6(b); 
 (iv) the proceeds of which shall be used to make Dividends to
allow any direct or indirect parent thereof to pay fees and expenses (other than to Affiliates) related to any unsuccessful equity issuance or offering or debt issuance, incurrence or offering, Disposition or acquisition or investment transaction
permitted by this Agreement; 
 (v) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to
officers, employees and consultants of any direct or indirect parent thereof, to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of the Borrower and its Restricted Subsidiaries; and 

(vi) in the form of Stock or Stock Equivalents of the Borrower (other than Disqualified Stock not otherwise permitted by
Section 10.1); 
 (g) the Borrower or any of the Restricted Subsidiaries may (i) pay cash in lieu of fractional shares in
connection with any dividend, split or combination thereof or any Permitted Acquisition and (ii) so long as, after giving Pro Forma Effect thereto, (A) no Default or Event of Default shall have occurred and be continuing and (B) no
Borrowing Base Deficiency exists, honor any conversion request by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Indebtedness in
accordance with its terms; 

  
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 (h) the Borrower may pay any Dividend within 60 days after the date of declaration thereof, if at
the date of declaration such payment would have complied with the provisions of this Agreement; 
 (i) so long as, after giving Pro Forma
Effect thereto, together with any concurrent Dividends being paid under Sections 10.6(i) and (j), (i) no Event of Default shall have occurred and be continuing, and (ii) Liquidity is not less than 10% of the then
effective Borrowing Base (on a Pro Forma Basis after giving effect to such Dividend), the Borrower may declare and pay additional Dividends without limit in cash or other otherwise to the holders of its Stock and Stock Equivalents; provided,
that, in the case of any Dividend in the form of assets other than cash, no such Dividend shall be made if a Borrowing Base Deficiency would result from an adjustment to the Borrowing Base resulting from such Dividend (unless the Borrower shall have
cash on hand sufficient to eliminate any such potential Borrowing Base Deficiency); 
 (j) in addition to the foregoing Dividends and so long
as no Event of Default shall have occurred and be continuing or would result therefrom and after giving effect to the making of any such Dividend, together with any concurrent Dividends being paid under Sections 10.6(i) and (j), the
Borrower shall be in compliance on a Pro Forma Basis with the Financial Performance Covenant as such covenant is re-computed as of the last day of the most recently ended Test Period as if (i) such Dividend had been paid on the first day of
such Test Period and (ii) the amount of any Cure Amount made during such Test Period were not made to the extent (A) the amount of the Applicable Equity Amount after making the proposed Dividend is less than or equal to the amount of such
Cure Amount and (B) such Cure Amount was necessary for the Borrower to be in compliance on a Pro Forma Basis with the Financial Performance Covenant, the Borrower may declare and pay Dividends in an aggregate amount not to exceed the Applicable
Equity Amount at the time such Dividend is paid; and 
 (k) the Borrower may make payments described in Sections 9.9(a), (f),
(g), (h), (j) and (l) (subject to the conditions set out therein). 
 10.7 Limitations on Debt
Payments and Amendments. 
 (a) The Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase or redeem or
otherwise defease the Senior Interim Loans, the Senior Notes or any Permitted Additional Debt comprised of senior subordinated or subordinated Indebtedness (it being understood that payments of regularly scheduled cash interest in respect of the
Senior Interim Loans, the Senior Notes or such Permitted Additional Debt shall be permitted); provided, however, that the Borrower or any Subsidiary may prepay, repurchase, redeem or defease the Senior Interim Loans, the Senior Notes
or any such Permitted Additional Debt (A) with the proceeds of any Permitted Refinancing Indebtedness (including, in the case of the Senior Interim Loans, with the proceeds of any Senior Notes), (B) by converting or exchanging the Senior
Interim Loans, the Senior Notes or any such Permitted Additional Debt to Stock (other than Disqualified Stock) of the Borrower or any of its direct or indirect parent or (C) so long as, after giving Pro Forma Effect thereto, (1) no Event
of Default has occurred and is continuing and (2) Liquidity is not less than 10% of the then effective Borrowing Base (on a Pro Forma Basis after giving effect to such prepayment, repurchase, redemption or defeasance); 

(b) The Borrower will not amend or modify the Senior Interim Loan Agreement, the Senior Notes Indenture or the documentation governing any
senior subordinated or subordinated Permitted Additional Debt or the terms applicable thereto to the extent that any such amendment or modification, taken as a whole, would be adverse to the Lenders in any material respect; and 

  
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 (c) Notwithstanding the foregoing and for the avoidance of doubt, nothing in this Section
10.7 shall prohibit (i) the repayment or prepayment of intercompany subordinated Indebtedness owed among the Borrower and/or the Restricted Subsidiaries, in either case unless an Event of Default has occurred and is continuing and the
Borrower has received a notice from the Collateral Agent instructing it not to make or permit the Borrower and/or the Restricted Subsidiaries to make any such repayment or prepayment, (ii) substantially concurrent transfers of credit positions
in connection with intercompany debt restructurings so long as such Indebtedness is permitted by Section 10.1 after giving effect to such transfer or (iii) the prepayment, repurchase, redemption or other defeasance of the Senior
Interim Loans, the Senior Notes or any Permitted Additional Debt comprised of senior subordinated or subordinated Indebtedness with an aggregate amount not to exceed the Applicable Equity Amount (with the Applicable Equity Amount being re-computed
as of the last day of the most recently ended Test Period as if (i) such prepayment, repurchase, redemption or other defeasance had occurred on the first day of such Test Period and (ii) the amount of any Cure Amount made during such Test
Period were not made to the extent (A) the amount of the Applicable Equity Amount after making the proposed prepayment, repurchase, redemption or other defeasance is less than or equal to the amount of such Cure Amount and (B) such Cure
Amount was necessary for the Borrower to be in compliance on a Pro Forma Basis with the Financial Performance Covenant) at the time of such prepayment, repurchase, redemption or defeasance. 

10.8 Negative Pledge Agreements. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter into or permit
to exist any Contractual Requirement (other than this Agreement or any other Credit Document or any documentation in respect of secured Indebtedness otherwise permitted hereunder) that limits the ability of the Borrower or any Guarantor to create,
incur, assume or suffer to exist Liens on property of such Person for the benefit of the Secured Parties with respect to the Obligations or under the Credit Documents; provided that the foregoing shall not apply to Contractual Requirements
that (i)(x) exist on the Closing Date and (to the extent not otherwise permitted by this Section 10.8) are listed on Schedule 10.8 and (y) to the extent Contractual Requirements permitted by clause (x) are set
forth in an agreement evidencing Indebtedness or other obligations, are set forth in any agreement evidencing any Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness or obligation so long as such Permitted Refinancing
Indebtedness does not expand the scope of such Contractual Requirement, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of the Borrower, so long as such Contractual
Requirements were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of the Borrower, (iii) represent Indebtedness of a Restricted Subsidiary of the Borrower that is not a Guarantor to the extent such
Indebtedness is permitted by Section 10.1 so long as such Contractual Requirement applies only to such Subsidiary, (iv) arise pursuant to agreements entered into with respect to any sale, transfer, lease or other Disposition
permitted by Section 10.4 and applicable solely to assets under such sale, transfer, lease or other Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures
permitted by Section 10.5 and applicable solely to such joint venture or otherwise arise in agreements which restrict the Disposition or distribution of assets or property in oil and gas leases, joint operating agreements, joint
exploration and/or development agreements, participation agreements and other similar agreements entered into in the ordinary course of the oil and gas exploration and development business, (vi) are negative pledges and restrictions on Liens in
favor of any holder of Indebtedness permitted under Section 10.1, but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness, (vii) are customary restrictions on leases,
subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant
to Section 10.1 to the extent that such restrictions apply only to the property or assets securing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of
the Borrower or any Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) restrict the use of cash or other deposits imposed by customers under contracts
entered into in the ordinary course of business, (xii) are imposed by Applicable Law, (xiii) exist under any documentation governing any Permitted Refinancing Indebtedness incurred to Refinance any


  
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Indebtedness but only to the extent such Contractual Requirement was contained in the document evidencing the Indebtedness being refinanced, (xiv) customary net worth provisions contained in
real property leases entered into by Subsidiaries of the Borrower, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to
meet their ongoing obligation and (xv) any restrictions regarding licenses or sublicenses by the Borrower and its Restricted Subsidiaries of Intellectual Property in the ordinary course of business (in which case such restriction shall relate
only to such Intellectual Property). 
 10.9 Limitation on Subsidiary Distributions. The Borrower will not, and will not permit any of
its Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to
pay dividends or make any other distributions to the Borrower or any Restricted Subsidiary on its Stock or with respect to any other interest or participation in, or measured by, its profits or transfer any property to the Borrower or any Restricted
Subsidiary except (in each case) for such encumbrances or restrictions existing under or by reason of: 
 (a) contractual encumbrances or
restrictions in effect on the Closing Date, including pursuant to the Credit Documents and any Hedging Obligations; 
 (b) the Senior Interim
Loan Agreement, the Senior Interim Loans, the Senior Notes Indenture, the Senior Notes and related guarantees; 
 (c) purchase money
obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on transferring the property so acquired; 

(d) Requirement of Law or any applicable rule, regulation or order; 

(e) any agreement or other instrument of a Person acquired by or merged or consolidated with or into the Borrower or any Restricted Subsidiary,
or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is assumed in connection with the acquisition of assets from such Person, in each case that is in existence at the time of such transaction (but not created in
contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so
acquired or designated; 
 (f) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of the
Borrower pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Stock or assets of such Subsidiary; 

(g) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 10.1 and 10.2 that limit the right of the debtor to
dispose of the assets securing such Indebtedness; 
 (h) restrictions on cash or other deposits or net worth imposed by customers under
contracts entered into in the ordinary course of business; 
 (i) other Indebtedness, Disqualified Stock or preferred stock of Restricted
Subsidiaries permitted to be incurred subsequent to the Closing Date pursuant to Section 10.1 and either (A) the provisions relating to such encumbrance or restriction contained in such Indebtedness are no less favorable to the
Borrower, taken as a whole, as determined by the board of directors of the Borrower in good faith, than the provisions contained in this Agreement as in effect on the Closing Date or (B) any such encumbrance or restriction contained in such
Indebtedness does not prohibit (except upon a default or an event of default thereunder) the payment of dividends in an amount sufficient, as determined by the board of directors of the Borrower in good faith, to make scheduled payments of cash
interest on the notes when due; 

  
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 (j) customary provisions in joint venture agreements or agreements governing property held with a
common owner and other similar agreements or arrangements relating solely to such joint venture or property; 
 (k) customary provisions
contained in leases, sub-leases, licenses, sub-licenses or similar agreements, in each case, entered into in the ordinary course of business; and 

(l) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings,
replacements or refinancings of the contracts, instruments or obligations referred to in clauses (a) through (k) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings,
replacements or refinancings are, in the good faith judgment of the Borrower’s board of directors, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such
amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. 
 10.10 Hedge Agreements.
The Borrower will not, and will not permit any Restricted Subsidiary to, enter into any Hedge Agreements with any Person other than: 
 (a)
Subject to Section 10.10(b), Hedge Agreements in respect of commodities entered into not for speculative purposes the net notional volumes for which (when aggregated with other commodity Hedge Agreements then in effect, other than puts,
floors and basis differential swaps on volumes already hedged pursuant to other Hedge Agreements) do not exceed, as of the date the latest hedging transaction is entered into under a Hedge Agreement, 85% of (i) during the period commencing on
the Closing Date through and including April 1, 2014, reasonably projected Hydrocarbon production volumes (as forecast in (A) initially, the Sponsor Development Plan delivered on the Closing Date, and (B) at any time after the Sponsor
Development Plan is required to be delivered pursuant to Section 9.14(c)(vi), the most recent Sponsor Development Plan delivered pursuant thereto) and (ii) at any time thereafter, the reasonably anticipated Hydrocarbon production
from the Credit Parties’ total Proved Reserves (as forecast based upon the most recent Reserve Report delivered pursuant to Section 9.14(a)), in the case of each of clauses (i) and (ii) above, for the 66 month period from
the date such hedging arrangement is created (the “Ongoing Hedges”). In addition to the Ongoing Hedges, in connection with a proposed Permitted Acquisition (a “Proposed Acquisition”), the Credit Parties may also
enter into incremental hedging contracts with respect to the Credit Parties’ reasonably anticipated projected production from the total Proved Reserves of the Credit Parties as forecast based upon the most recent Reserve Report having notional
volumes not in excess of 15% of the Credit Parties’ existing projected production prior to the consummation of such Proposed Acquisition for a period not exceeding 36 months from the date such hedging arrangement is created during the period
between (i) the date on which such Credit Party signs a definitive acquisition agreement in connection with a Proposed Acquisition and (ii) the earliest of (A) the date such Proposed Acquisition is consummated, (B) the date such
acquisition is terminated and (C) 90 days after such definitive acquisition agreement was executed (or such longer period as to which the Administrative Agent may agree). However, all such incremental hedging contracts entered into with respect
to a Proposed Acquisition must be terminated or unwound within 90 days following the date such acquisition is terminated. It is understood that commodity Hedge Agreements which may, from time to time, “hedge” the same volumes, but
different elements of commodity risk thereof, shall not be aggregated together when calculating the foregoing limitations on notional volumes. 

  
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 (b) If, after the end of any calendar month, the Borrower determines that the aggregate volume of
all commodity hedging transactions for which settlement payments were calculated in such calendar month exceeded 100% of actual production of Hydrocarbons in such calendar month, then the Borrower shall terminate, create off-setting positions,
allocate volumes to other production for which the Borrower or any Restricted Subsidiaries is marketing, or otherwise unwind existing Hedge Agreements such that, at such time, future hedging volumes will not exceed 100% of reasonably anticipated
projected production for the then-current and any succeeding calendar months. 
 (c) Other Hedge Agreements (other than any Hedge Agreements
in respect of equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions) entered into not for speculative purposes. 

(d) It is understood that for purposes of this Section 10.10, the following Hedge Agreements shall not be deemed speculative or
entered into for speculative purposes: (i) any commodity Hedging Agreement intended, at inception of execution, to hedge or manage any of the risks related to existing and or forecasted Hydrocarbon production of the Borrower or its Restricted
Subsidiaries (whether or not contracted) and (ii) any Hedge Agreement intended, at inception of execution, (A) to hedge or manage the interest rate exposure associated with any debt securities, debt facilities or leases (existing or
forecasted) of the Borrower or its Restricted Subsidiaries, (B) for foreign exchange or currency exchange management, (C) to manage commodity portfolio exposure associated with changes in interest rates or (D) to hedge any exposure
that the Borrower or its Restricted Subsidiaries may have to counterparties under other Hedge Agreements such that the combination of such Hedge Agreements is not speculative taken as a whole. 

(e) For purposes of entering into or maintaining Ongoing Hedges under Section 10.10(a) and Section 10.10(b),
respectively, forecasts of reasonably projected Hydrocarbon production volumes (as forecast in the Sponsor Development Plan) and reasonably anticipated Hydrocarbon production from the Credit Parties’ total Proved Reserves based upon the most
recent Reserve Report delivered pursuant to Section 9.14(a), shall be revised to account for any increase or decrease therein anticipated because of information obtained by Borrower or any other Credit Party subsequent to the publication
of such Reserve Report including the Borrower’s or any other Credit Party’s internal forecasts of production decline rates for existing wells and additions to or deletions from anticipated future production from new wells and acquisitions
coming on stream or failing to come on stream. 
 10.11 Consolidated Total Debt to Consolidated EBITDAX Ratio. The Borrower will not
permit the Consolidated Total Debt to Consolidated EBITDAX Ratio for any Test Period ending on each date set forth below to be greater than the ratio set forth below opposite such date: 

 

					
	 Test Period Ending
	  	Ratio	 
	 March 31, 2012
	  	 	5.00 to 1.00	  
	 June 30, 2012
	  	 	5.00 to 1.00	  
	 September 30, 2012
	  	 	5.00 to 1.00	  
	 December 31, 2012
	  	 	5.00 to 1.00	  
	 March 31, 2013
	  	 	4.75 to 1.00	  
	 June 30, 2013
	  	 	4.75 to 1.00	  
	 September 30, 2013
	  	 	4.75 to 1.00	  


  
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	 December 31, 2013
		 	4.75 to 1.00	  
	 March 31, 2014
		 	4.50 to 1.00	  
	 June 30, 2014
		 	4.50 to 1.00	  
	 September 30, 2014
		 	4.50 to 1.00	  
	 December 31, 2014
		 	4.50 to 1.00	  
	 March 31, 2015
		 	4.50 to 1.00	  
	 June 30, 2015
		 	4.50 to 1.00	  
	 September 30, 2015
		 	4.50 to 1.00	  
	 December 31, 2015
		 	4.50 to 1.00	  
	 March 31, 2016
		 	4.50 to 1.00	  
	 June 30, 2016
		 	4.50 to 1.00	  
	 September 30, 2016
		 	4.50 to 1.00	  
	 Maturity Date
		 	4.50 to 1.00	  

 SECTION 11. Events of Default 

Upon the occurrence of any of the following specified events (each an “Event of Default”): 

11.1 Payments. The Borrower shall (a) default in the payment when due of any principal of the Loans or (b) default, and such
default shall continue for five or more days, in the payment when due of any interest on the Loans or any Unpaid Drawings, fees or of any other amounts owing hereunder or under any other Credit Document (other than any amount referred to in
clause (a) above). 
 11.2 Representations, Etc. Any representation, warranty or statement made or deemed made by any
Credit Party herein or in any other Credit Document or any certificate delivered or required to be delivered pursuant hereto or thereto shall prove to be untrue in any material respect on the date as of which made or deemed made. 

11.3 Covenants. Any Credit Party shall: 

(a) default in the due performance or observance by it of any term, covenant or agreement contained in Section 9.1(d)(i), 9.5
(solely with respect to the Borrower) or Section 10; or 
 (b) default in the due performance or observance by it of any
term, covenant or agreement (other than those referred to in Section 11.1 or 11.2 or clause (a) of this Section 11.3) contained in this Agreement or any Security Document and such default shall continue
unremedied for a period of at least 30 days after receipt of written notice thereof by the Borrower from the Administrative Agent. 

  
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 11.4 Default Under Other Agreements. 

(a) The Borrower or any of the Restricted Subsidiaries shall (i) default in any payment with respect to any Indebtedness (other than
Indebtedness described in Section 11.1) in excess of $125,000,000, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or
performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, (1) with respect to
Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements and (2) secured Indebtedness that becomes due as a result of a Disposition (including as a result of
Casualty Event) of the property or assets securing such Indebtedness permitted under this Agreement), the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent
on behalf of such holder or holders) to cause, any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made,
prior to its stated maturity; or 
 (b) without limiting the provisions of clause (a) above, any such Indebtedness shall be
declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, (i) with respect to Indebtedness consisting of any Hedge Agreements, other than due to a
termination event or equivalent event pursuant to the terms of such Hedge Agreements and (ii) other than secured Indebtedness that becomes due as a result of a Disposition (including as a result of Casualty Event) of the property or assets
securing such Indebtedness permitted under this Agreement), prior to the stated maturity thereof. 
 11.5 Bankruptcy, Etc. The
Borrower or any Specified Subsidiary shall commence a voluntary case, proceeding or action concerning itself under (a) Title 11 of the United States Code entitled “Bankruptcy”; or (b) in the case of any Foreign Subsidiary that is
a Specified Subsidiary, any domestic or foreign law relating to bankruptcy, judicial management, insolvency, reorganization, administration or relief of debtors in effect in its jurisdiction of incorporation, in each case as now or hereafter in
effect, or any successor thereto (collectively, the “Bankruptcy Code”); or an involuntary case, proceeding or action is commenced against the Borrower or any Specified Subsidiary and the petition is not dismissed within 60 days
after commencement of the case, proceeding or action or, in connection with any such voluntary proceeding or action, the Borrower or any Specified Subsidiary commences any other proceeding or action under any reorganization, arrangement, adjustment
of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Borrower or any Specified Subsidiary; or a custodian (as defined in the Bankruptcy Code),
receiver, receiver manager, trustee or similar person is appointed for, or takes charge of, all or substantially all of the property of the Borrower or any Specified Subsidiary; or there is commenced against the Borrower or any Specified Subsidiary
any such proceeding or action that remains undismissed for a period of 60 days; or any order of relief or other order approving any such case or proceeding or action is entered; or the Borrower or any Specified Subsidiary suffers any appointment of
any custodian, receiver, receiver manager, trustee or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or the Borrower or any Specified Subsidiary makes a general assignment for
the benefit of creditors. 
 11.6 ERISA. 

(a) Any Plan shall fail to satisfy the minimum funding standard required for any plan year or part thereof or a waiver of such standard or
extension of any amortization period is sought or granted under Section 412 of the Code; any Plan is or shall have been terminated or is the subject of termination 

  
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proceedings under ERISA (including the giving of written notice thereof); an event shall have occurred or a condition shall exist in either case entitling the PBGC to terminate any Plan or to
appoint a trustee to administer any Plan (including the giving of written notice thereof); any Plan shall have an accumulated funding deficiency (whether or not waived); the Borrower or any ERISA Affiliate has incurred or is likely to incur a
liability to or on account of a Plan under Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code (including the giving of written notice thereof); 

(b) there could result from any event or events set forth in clause (a) of this Section 11.6 the imposition of a lien,
the granting of a security interest, or a liability, or the reasonable likelihood of incurring a lien, security interest or liability; and 

(c) such lien, security interest or liability will or would be reasonably likely to have a Material Adverse Effect. 

11.7 Guarantee. The Guarantee or any material provision thereof shall cease to be in full force or effect (other than pursuant to the
terms hereof and thereof) or any Guarantor or any other Credit Party shall deny or disaffirm in writing any such Guarantor’s obligations under the Guarantee. 

11.8 Security Documents. The Security Agreement, Mortgage or any other Security Document pursuant to which the assets of the Borrower or
any Subsidiary are pledged as Collateral or any material provision thereof shall cease to be in full force or effect (other than pursuant to the terms hereof or thereof) or any grantor thereunder or any other Credit Party shall deny or disaffirm in
writing any grantor’s obligations under the Security Agreement, the Mortgage or any other Security Document. 
 11.9 Judgments.
One or more monetary judgments or decrees shall be entered against the Borrower or any of the Restricted Subsidiaries involving a liability of $125,000,000 or more in the aggregate for all such judgments and decrees for the Borrower and the
Restricted Subsidiaries (to the extent not paid or covered by insurance provided by a carrier not disputing coverage) and any such judgments or decrees shall not have been satisfied, vacated, discharged or stayed or bonded pending appeal within 60
days after the entry thereof. 
 11.10 Change of Control. A Change of Control shall occur. 

then, and in any such event, and at any time thereafter, if any Event of Default shall then be continuing, the Administrative Agent may and, upon the written
request of the Majority Lenders, shall, by written notice to the Borrower, take any or all of the following actions, without prejudice to the rights of the Administrative Agent or any Lender to enforce its claims against the Borrower or any other
Credit Party, except as otherwise specifically provided for in this Agreement (provided that, if an Event of Default specified in Section 11.5 shall occur with respect to the Borrower, the result that would occur upon the giving
of written notice by the Administrative Agent as specified in clauses (a), (b) and (d) below shall occur automatically without the giving of any such notice): (a) declare the Total Commitment and Swingline
Commitment terminated, whereupon the Commitment of each Lender and the Swingline Lender, as the case may be, shall forthwith terminate immediately and any fees theretofore accrued shall forthwith become due and payable without any other notice of
any kind; (b) declare the principal of and any accrued interest and fees in respect of any or all Loans and any or all Obligations owing hereunder and thereunder to be, whereupon the same shall become, forthwith due and payable without
presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; (c) terminate any Letter of Credit that may be terminated in accordance with its terms; and/or (d) direct the Borrower to pay (and
the Borrower agrees that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 11.5 with respect to the Borrower, it will pay) to the Administrative 

  
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 Agent at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the
Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. In addition, after the occurrence and during the
continuance of an Event of Default, the Administrative Agent and the Lenders will have all other rights and remedies available at law and equity. 

Any amount received by the Administrative Agent or the Collateral Agent from any Credit Party (or from proceeds of any Collateral) following
any acceleration of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 11.5 shall be applied: 

(i) first, to payment or reimbursement of that portion of the Obligations constituting fees, expenses and indemnities payable to the
Administrative Agent and/or Collateral Agent in each Person’s capacity as such; 
 (ii) second, to the Secured Parties, an amount
equal to all Obligations due and owing to them on the date of distribution and, if such moneys shall be insufficient to pay such amounts in full, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the
unpaid amount thereof; and 
 (iii) third, pro rata to any other Obligations then due and owing; and 

(iv) fourth, any surplus then remaining, after all of the Obligations then due shall have been indefeasibly paid in full in cash, shall
be paid to the Borrower or its successors or assigns or to whomever may be lawfully entitled to receive the same or as a court of competent jurisdiction may award. 

11.11 Equity Cure. (a) Notwithstanding anything to the contrary contained in this Article 11, in the event that the Borrower fails
to comply with the Financial Performance Covenant, then until the expiration of the tenth Business Day subsequent to the date the compliance certificate for calculating such Financial Performance Covenant is required to be delivered pursuant to
Section 9.1(c) (the “Cure Deadline”), the Borrower shall have the right to cure such failure (the “Cure Right”) by causing cash net equity proceeds derived from an issuance of Stock or Stock Equivalents
(other than Disqualified Stock) to be contributed as common equity to the Borrower, and upon receipt by the Borrower of such cash proceeds (such cash amount being referred to as the “Cure Amount”) pursuant to the exercise of such
Cure Right, the Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustments: 
 (i)
Consolidated EBITDAX shall be increased, solely for the purpose of determining the existence of an Event of Default resulting from a breach of the Financial Performance Covenant with respect to any Test Period that includes the fiscal quarter for
which the Cure Right was exercised and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; 
 (ii)
Consolidated Total Debt for such Test Period shall be decreased solely to the extent proceeds of the Cure Amount are actually applied to prepay any Indebtedness (provided that any such Indebtedness so prepaid shall be a permanent repayment of such
Indebtedness and termination of commitments thereunder) included in the calculation of Consolidated Total Debt; and 
 (iii) if, after giving
effect to the foregoing recalculations, the Borrower shall then be in compliance with the requirements of the Financial Performance Covenant, the Borrower shall be deemed to have satisfied the requirements of the Financial Performance Covenant as of
the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Financial Performance Covenant that had occurred shall


  
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be deemed cured for the purposes of this Agreement; provided that (i) in each period of four consecutive fiscal quarters there shall be at least two fiscal quarters in which no Cure
Right is made, (ii) there shall be a maximum of five Cure Rights made during the term of this Agreement, (iii) each Cure Amount shall be no greater than the amount required to cause the Borrower to be in compliance with the Financial
Performance Covenant (such amount, the “Necessary Cure Amount”); provided that if the Cure Right is exercised prior to the date financial statements are required to be delivered for such fiscal quarter then the Cure Amount
shall be equal to the amount reasonably determined by the Borrower in good faith that is required for purposes of complying with the Financial Performance Covenant for such fiscal quarter (such amount, the “Expected Cure Amount”),
(iv) all Cure Amounts shall be disregarded for the purposes of any financial ratio determination under the Credit Documents other than for determining compliance with the Financial Performance Covenant and (v) no Lender or Letter of Credit
Issuer shall be required to make any extension of credit hereunder during the 10 Business Day period referred to above, unless the Borrower shall have received the Cure Amount. 

(b) Expected Cure Amount. Notwithstanding anything herein to the contrary, to the extent that the Expected Cure Amount is
(i) greater than the Necessary Cure Amount, then such difference may be used for the purposes of determining the Applicable Equity Amount and (ii) less than the Necessary Cure Amount, then not later than the applicable Cure Deadline, the
Borrower must receive cash proceeds from issuance of Stock or Stock Equivalents (other than Disqualified Stock) or a cash capital contribution, which cash proceeds received by Borrower shall be equal to the shortfall between such Expected Cure
Amount and such Necessary Cure Amount. 
 SECTION 12. The Agents 

12.1 Appointment. 
 (a)
Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Credit Documents and irrevocably authorizes the Administrative Agent, in such capacity, to take such
action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit
Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than Section 12.1(c) with respect to the Lead Arrangers, the Joint Bookrunners, the Syndication Agent
and the Documentation Agent and Section 12.9 with respect to the Borrower) are solely for the benefit of the Agents and the Lenders, and the Borrower shall not have rights as third party beneficiary of any such provision. Notwithstanding
any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative Agent. 

(b) The Administrative Agent, the Swingline Lender, each Lender and each Letter of Credit Issuer hereby irrevocably designate and appoint the
Collateral Agent as the agent with respect to the Collateral, and each of the Administrative Agent, the Swingline Lender, each Lender and the Letter of Credit Issuer irrevocably authorizes the Collateral Agent, in such capacity, to take such action
on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Credit Documents,
together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth
herein, or any fiduciary relationship with any of the Administrative Agent, the Swingline Lender, the Lenders or the Letter of Credit Issuers, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read
into this Agreement or any other Credit Document or otherwise exist against the Collateral Agent. 

  
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 (c) Each of the Syndication Agent, the Documentation Agent, the Lead Arrangers and the Joint
Bookrunners, each in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits of this Section 12. 

12.2 Delegation of Duties. The Administrative Agent and the Collateral Agent may each execute any of its duties under this Agreement and
the other Credit Documents by or through agents, sub-agents, employees or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Neither the Administrative Agent nor the Collateral Agent shall
be responsible for the negligence or misconduct of any agents, sub-agents or attorneys-in-fact selected by it in the absence of gross negligence or willful misconduct (as determined in the final judgment of a court of competent jurisdiction). 

12.3 Exculpatory Provisions. No Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates shall be
(a) liable for any action lawfully taken or omitted to be taken by any of them under or in connection with this Agreement or any other Credit Document (except for its or such Person’s own gross negligence or willful misconduct, as
determined in the final judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein) or (b) responsible in any manner to any of the Lenders or any participant for any recitals, statements,
representations or warranties made by any of the Borrower, any other Credit Party or any officer thereof contained in this Agreement or any other Credit Document or in any certificate, report, statement or other document referred to or provided for
in, or received by such Agent under or in connection with, this Agreement or any other Credit Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Credit Document, or the
perfection or priority of any Lien or security interest created or purported to be created under the Security Documents, or for any failure of the Borrower or any other Credit Party to perform its obligations hereunder or thereunder. No Agent shall
be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Credit Document, or to inspect the properties, books or records
of any Credit Party or any Affiliate thereof. The Collateral Agent shall not be under any obligation to the Administrative Agent, any Lender, the Swingline Lender or any Letter of Credit Issuer to ascertain or to inquire as to the observance or
performance of any of the agreements contained in, or conditions of, this Agreement or any other Credit Document, or to inspect the properties, books or records of any Credit Party. 

12.4 Reliance by Agents. The Administrative Agent and the Collateral Agent shall be entitled to rely, and shall be fully protected in
relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement, order or other document or instruction believed by it to be genuine and correct and to have been signed, sent or
made by the proper Person or Persons and upon advice and statements of legal counsel (including counsel to the Borrower), independent accountants and other experts selected by the Administrative Agent or the Collateral Agent. The Administrative
Agent may deem and treat the Lender specified in the Register with respect to any amount owing hereunder as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the
Administrative Agent. The Administrative Agent and the Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Credit Document unless it shall first receive such advice or concurrence of
the Majority Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The
Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Credit Documents in 

  
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accordance with a request of the Majority Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the
Loans; provided that the Administrative Agent and Collateral Agent shall not be required to take any action that, in its opinion or in the opinion of its counsel, may expose it to liability or that is contrary to any Credit Document or
applicable Requirements of Law. For purposes of determining compliance with the conditions specified in Section 6 and 7 on the Closing Date, each Lender that has signed this Agreement 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 notice from such Lender prior to
the proposed Closing Date specifying its objection thereto. 
 12.5 Notice of Default. Neither the Administrative Agent nor the
Collateral Agent shall be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder unless the Administrative Agent or Collateral Agent, as applicable, has received notice from a Lender or the Borrower
referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default”. In the event that the Administrative Agent receives such a notice, it shall give notice thereof to the Lenders
and the Collateral Agent. The Administrative Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Majority Lenders; provided that unless and until the Administrative Agent shall
have received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of
the Lenders. 
 12.6 Non-Reliance on Administrative Agent, Collateral Agent and Other Lenders. Each Lender expressly acknowledges that
neither the Administrative Agent nor the Collateral Agent nor any of their respective officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Administrative
Agent or Collateral Agent hereinafter taken, including any review of the affairs of the Borrower or any other Credit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent or Collateral Agent to any Lender,
the Swingline Lender or any Letter of Credit Issuer. Each Lender, the Swingline Lender and each Letter of Credit Issuer represents to the Administrative Agent and the Collateral Agent that it has, independently and without reliance upon the
Administrative Agent, Collateral Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition
and creditworthiness of the Borrower and each other Credit Party and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the
Administrative Agent, Collateral Agent 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 analysis, appraisals and decisions in taking or not taking action under
this Agreement and the other Credit Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Borrower and any other Credit
Party. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, neither the Administrative Agent nor the Collateral Agent shall have any duty or responsibility to
provide any Lender with any credit or other information concerning the business, assets, operations, properties, financial condition, prospects or creditworthiness of the Borrower or any other Credit Party that may come into the possession of the
Administrative Agent or Collateral Agent any of their respective officers, directors, employees, agents, attorneys-in-fact or Affiliates. 

  
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 12.7 Indemnification. The Lenders agree to indemnify the Administrative Agent and the
Collateral Agent, each in its capacity as such (to the extent not reimbursed by the Credit Parties and without limiting the obligation of the Credit Parties to do so), ratably according to their respective portions of the Commitments or Loans, as
applicable, outstanding in effect on the date on which indemnification is sought (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with
their respective portions of the Total Exposure in effect immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind
whatsoever that may at any time occur (including at any time following the payment of the Loans) be imposed on, incurred by or asserted against the Administrative Agent or the Collateral Agent in any way relating to or arising out of the
Commitments, this Agreement, any of the other Credit Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or the
Collateral Agent under or in connection with any of the foregoing; provided that no Lender shall be liable to the Administrative Agent or the Collateral Agent for the payment of any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Administrative Agent’s or the Collateral Agent’s, as applicable, gross negligence, bad faith or willful misconduct as determined by a final judgment
of a court of competent jurisdiction; provided, further, that no action taken in accordance with the directions of the Majority Lenders (or such other number or percentage of the Lenders as shall be required by the Credit Documents) shall be
deemed to constitute gross negligence, bad faith or willful misconduct for purposes of this Section 12.7. In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time occur (including at any time following the payment of the Loans), this Section 12.7 applies whether any such investigation,
litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent and the Collateral Agent upon demand for its ratable share of any costs or out-of-pocket
expenses (including attorneys’ fees) incurred by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or
legal advice rendered in respect of rights or responsibilities under, this Agreement, any other Credit Document, or any document contemplated by or referred to herein, to the extent that such Agent is not reimbursed for such expenses by or on behalf
of the Borrower; provided that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto. If any indemnity furnished to any Agent for any purpose shall, in the opinion of
such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this
sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata portion thereof; and provided further,
this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement resulting from such Agent’s gross negligence, bad
faith or willful misconduct. The agreements in this Section 12.7 shall survive the payment of the Loans and all other amounts payable hereunder. 

12.8 Agents in Its Individual Capacities. Each Agent and its Affiliates may make loans to, accept deposits from and generally engage in
any kind of business with the Borrower and any other Credit Party as though such Agent were not an Agent hereunder and under the other Credit Documents. With respect to the Loans made by it, each Agent shall have the same rights and powers under
this Agreement and the other Credit Documents as any Lender and may exercise the same as though it were not an Agent, and the terms “Lender” and “Lenders” shall include each Agent in its individual capacity. 

  
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 12.9 Successor Agents. Each of the Administrative Agent and Collateral Agent may at any
time give notice of its resignation to the Lenders, the Swingline Lender, the Letter of Credit Issuer and the Borrower. If the Administrative Agent, Swingline Lender and/or Collateral Agent becomes a Defaulting Lender, then such Administrative
Agent, Swingline Lender or Collateral Agent, may be removed as the Administrative Agent, Swingline Lender or Collateral Agent, as the case may be, at the reasonable request of the Borrower and the Required Lenders. Upon receipt of any such notice of
resignation or removal, as the case may be, the Majority Lenders shall have the right, subject to the consent of the Borrower (not to be unreasonably withheld or delayed) so long as no Default under Section 11.1 or 11.5 is
continuing, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If, in the case of a resignation of a retiring Agent, no such successor shall have
been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders, the Swingline Lender and the Letter of
Credit Issuer, appoint a successor Agent meeting the qualifications set forth above. Upon the acceptance of a successor’s appointment as the Administrative Agent or Collateral Agent, as the case may be, hereunder, and upon the execution and
filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Majority Lenders may request, in order to continue the perfection of the Liens granted or
purported to be granted by the Security Documents, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its
duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower (following the effectiveness of such appointment) to such Agent shall be
the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Credit Documents, the provisions of this Section 12
(including Section 12.7) and Section 13.5 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 the retiring Agent was acting as an Agent. 
 Any resignation of any Person as Administrative Agent pursuant to this Section shall
also constitute its resignation as Letter of Credit Issuer and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the
rights, powers, privileges and duties of the retiring Letter of Credit Issuer, (b) the retiring Letter of Credit Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Credit Documents, and
(c) the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Letter of Credit
Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of Credit. 
 12.10
Withholding Tax. To the extent required by any applicable Requirement of Law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding tax. If the Internal Revenue Service or any
authority of the United States or other jurisdiction asserts a claim that the Administrative Agent did not properly withhold tax from amounts paid to or for the account of any Lender (because the appropriate form was not delivered, was not properly
executed, or because such Lender failed to notify the Administrative Agent of a change in circumstances that rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason), such Lender shall indemnify the
Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by any applicable Credit Party and without limiting the obligation of any applicable Credit Party to do so) fully for all amounts paid, directly or
indirectly, by the Administrative Agent as Tax or otherwise, including penalties, additions to Tax and interest, together with all expenses incurred, including legal expenses, allocated staff costs and any out of pocket expenses. Each Lender hereby
authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Credit Document against any amount due to the Administrative Agent under this Section 12.10. For the
avoidance of doubt, for purposes of this Section 12.10, the term “Lender” includes any Letter of Credit Issuer and any Swingline Lender. 

  
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 12.11 Security Documents and Collateral Agent under Security Documents and Guarantee. Each
Secured Party hereby further authorizes the Administrative Agent or Collateral Agent, as applicable, on behalf of and for the benefit of Secured Parties, to be the agent for and representative of the Secured Parties with respect to the Collateral
and the Security Documents. Subject to Section 13.1, without further written consent or authorization from any Secured Party, the Administrative Agent or Collateral Agent, as applicable, may (a) execute any documents or instruments
necessary in connection with a Disposition of assets permitted by this Agreement, (b) release any Lien encumbering any item of Collateral that is the subject of such Disposition of assets or with respect to which Majority Lenders (or such other
Lenders as may be required to give such consent under Section 13.1) have otherwise consented or (c) release any Guarantor from the Guarantee with respect to which Majority Lenders (or such other Lenders as may be required to give
such consent under Section 13.1) have otherwise consented. 
 12.12 Right to Realize on Collateral and Enforce Guarantee.
Anything contained in any of the Credit Documents to the contrary notwithstanding, the Borrower, the Agents and each Secured Party hereby agree that (a) no Secured Party shall have any right individually to realize upon any of the Collateral or
to enforce the Guarantee; it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Administrative Agent, on behalf of the Secured Parties in accordance with the terms hereof and all powers, rights
and remedies under the Security Documents may be exercised solely by the Collateral Agent, and (b) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the
Collateral Agent or any Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in
its or their respective individual capacities unless Majority Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral
sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition. 

12.13 Administrative 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, constituting an Event of Default under Section 11.5, the Administrative 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
Indebtedness 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 and the Administrative Agent (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel, to the extent due under Section 13.5) allowed in such judicial proceeding; and 

(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; 

  
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 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, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the
Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, to the extent due under Section 13.5. 

Nothing contained herein shall be deemed to authorize the Administrative 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 Indebtedness or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding. 

SECTION 13. Miscellaneous 

13.1 Amendments, Waivers and Releases. Except as expressly set forth in this Agreement, neither this Agreement nor any other Credit
Document, nor any terms hereof or thereof, may be amended, supplemented or modified except in accordance with the provisions of this Section 13.1. The Majority Lenders may, or, with the written consent of the Majority Lenders, the
Administrative Agent and/or the Collateral Agent shall, from time to time, (a) enter into with the relevant Credit Party or Credit Parties written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose
of adding any provisions to this Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Credit Parties hereunder or thereunder or (b) waive in writing, on such terms and conditions as the Majority
Lenders or the Administrative Agent and/or Collateral Agent, as the case may be, may specify in such instrument, any of the requirements of this Agreement or the other Credit Documents or any Default or Event of Default and its consequences;
provided, however, that each such waiver and each such amendment, supplement or modification shall be effective only in the specific instance and for the specific purpose for which given; provided, further, that no such waiver and no
such amendment, supplement or modification shall (i) forgive or reduce any portion of any Loan or reduce the stated rate (it being understood that only the consent of the Majority Lenders shall be necessary to waive any obligation of the
Borrower to pay interest at the Default Rate or amend Section 2.8(e)), or forgive any portion, or extend the date for the payment, of any interest or fee payable hereunder (other than as a result of waiving the applicability of any
post-default increase in interest rates), or extend the final expiration date of any Lender’s Commitment (provided that any Lender, upon the request of the Borrower, may extend the final expiration date of its Commitment without the consent of
any other Lender, including the Majority Lenders) or extend the final expiration date of any Letter of Credit beyond the L/C Maturity Date, or increase the amount of the Commitment of any Lender (provided that, any Lender, upon the request of
the Borrower, may increase the amount of its Commitment without the consent of any other Lender, including the Majority Lenders), or make any Loan, interest, fee or other amount payable in any currency other than Dollars, in each case without the
written consent of each Lender directly and adversely affected thereby, or (ii) amend, modify or waive any provision of this Section 13.1, or amend or modify any of the provisions of Section 13.8(a) to the extent it
would alter the ratable allocation of payments thereunder, or reduce the percentages specified in the definitions of the terms “Majority Lenders”, “Required Lenders” or “Borrowing Base Required Lenders”, consent to the
assignment or transfer by the Borrower of its rights and obligations under any Credit Document to which it is a party (except as permitted pursuant to Section 10.3) or alter the order of application set forth in the final paragraph of
Section 11 or modify any definition used in such final paragraph if the effect thereof would be to alter the order of payment specified therein, in each case without the written consent of each Lender directly and adversely affected
thereby, or (iii) amend, modify or waive any provision of Section 12 without the written consent of the then-current Administrative Agent and Collateral Agent, as applicable, or any other former or current Agent to whom
Section 12 then applies in a manner that directly and adversely affects such Person, or (iv) amend, modify or waive any provision of Section 3 

  
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with respect to any Letter of Credit without the written consent of each Letter of Credit Issuer to whom Section 3 then applies in a manner that directly and adversely affects such
Person, or (v) amend, modify or waive any provisions hereof relating to Swingline Loans without the written consent of the Swingline Lender, or (vi) release all or substantially all of the Guarantors under the Guarantee (except as
expressly permitted by the Guarantee or this Agreement) without the prior written consent of each Lender, or (vii) release all or substantially all of the Collateral under the Security Documents (except as expressly permitted by the Security
Documents or this Agreement) without the prior written consent of each Lender, or (viii) amend Section 2.9 so as to permit Interest Period intervals greater than six months without regard to availability to Lenders, without the
written consent of each Lender directly and adversely affected thereby, or (ix) increase the Borrowing Base without the written consent of the Borrowing Base Required Lenders (other than Defaulting Lenders), decrease or maintain the Borrowing
Base without the written consent of the Required Lenders or otherwise modify Section 2.14(b), (c), (d), (e), (f) or (g) without the written consent of Borrowing Base Required Lenders (other
than Defaulting Lenders); provided that a Scheduled Redetermination may be postponed by the Majority Lenders, or (x) affect the rights or duties of, or any fees or other amounts payable to, any Agent under this Agreement or any other
Credit Document without the prior written consent of such Agent; provided, further, that any provision of this Agreement or any other Credit Document may be amended by an agreement in writing entered into by the Borrower and the
Administrative Agent to cure any ambiguity, omission, defect or inconsistency so long as, in each case, the Lenders shall have received at least five Business Days’ prior written notice thereof and the Administrative Agent shall not have
received, within five Business Days of the date of such notice to the Lenders, a written notice from the Majority Lenders stating that the Majority Lenders object to such amendment. Any such waiver and any such amendment, supplement or modification
shall apply equally to each of the affected Lenders and shall be binding upon the Borrower, such Lenders, the Administrative Agent and all future holders of the affected Loans. In the case of any waiver, the Borrower, the Lenders and the
Administrative Agent shall be restored to their former positions and rights hereunder and under the other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; it being understood that no such
waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon. In connection with the foregoing provisions, the Administrative Agent may, but shall have no obligations to, with the concurrence of
any Lender, execute amendments, modifications, waivers or consents on behalf of such Lender. 
 13.2 Notices. Unless otherwise
expressly provided herein, all notices and other communications provided for hereunder or under any other Credit Document shall be in writing (including by facsimile transmission). All such written notices shall be mailed, faxed or delivered to the
applicable address, facsimile number or electronic mail address, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows: 

(a) if to the Borrower, the Administrative Agent, the Collateral Agent, the Swingline Lender or the Letter of Credit Issuer, to the address,
facsimile number, electronic mail address or telephone number specified for such Person on Schedule 13.2 or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice
to the other parties; and 
 (b) if to any other Lender, to the address, facsimile number, electronic mail address or telephone number
specified in its Administrative Questionnaire or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice to the Borrower, the Administrative Agent, the Collateral Agent,
the Swingline Lender and the Letter of Credit Issuer. 

  
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 All such notices and other communications shall be deemed to be given or made upon the earlier to
occur of (i) actual receipt by the relevant party hereto and (ii)(A) if delivered by hand or by courier, when signed for by or on behalf of the relevant party hereto; (B) if delivered by mail, three Business Days after deposit in the
mails, postage prepaid; (C) if delivered by facsimile, when sent and receipt has been confirmed by telephone; and (D) if delivered by electronic mail, when delivered; provided that notices and other communications to the
Administrative Agent or the Lenders pursuant to Sections 2.3, 2.6, 2.9, 4.2 and 5.1 shall not be effective until received. 

13.3 No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of the Administrative Agent, the
Collateral Agent or any Lender, any right, remedy, power or privilege hereunder or under the other Credit Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder
preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and
privileges provided by Requirements of Law. 
 13.4 Survival of Representations and Warranties. All representations and warranties
made hereunder, in the other Credit Documents and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement and the making of the Loans hereunder. 

13.5 Payment of Expenses; Indemnification. The Borrower agrees (a) to pay or reimburse the Agents for all their reasonable and
documented out-of-pocket costs and expenses incurred in connection with the preparation and execution and delivery of, and any amendment, waiver, supplement or modification to, this Agreement and the other Credit Documents and any other documents
prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of Cahill Gordon & Reindel LLP and
Vinson & Elkins LLP, in their capacity as counsel to the Lead Arrangers and the Joint Bookrunners, and one counsel in each appropriate local jurisdiction (other than any allocated costs of in-house counsel), (b) to pay or reimburse
each Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents, including the
reasonable fees, disbursements and other charges of one counsel to the Administrative Agent, Collateral Agent and the other Agents (unless there is an actual or perceived conflict of interest in which case each such Person may retain its own
counsel), (c) to pay, indemnify, and hold harmless each Lender, Letter of Credit Issuer and Agent from, any and all recording and filing fees and (d) to pay, indemnify, and hold harmless each Lender, Letter of Credit Issuer and Agent and
their respective Related Parties from and against any and all other liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, whether or not
such proceedings are brought by the Borrower, any of its Related Parties or any other third Person, including reasonable and documented fees, disbursements and other charges of one primary counsel for all such Persons, taken as a whole, and, if
necessary, by a single firm of local counsel in each appropriate jurisdiction for all such Persons, taken as a whole (unless there is an actual or perceived conflict of interest in which case each such Person may, with the consent of the Borrower
(not to be unreasonably withheld or delayed) retain its own counsel), with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other documents, including, without
limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law (other than by such indemnified person or any of its Related Parties (other than any trustee or advisor)) or to any actual or
alleged presence, release or threatened release of Hazardous Materials involving or attributable to the operations of the Borrower, any of its Subsidiaries or any of the Oil and Gas Properties (all the foregoing


  
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in this clause (d), collectively, the “Indemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to any Agent or any Lender or any of
their respective Related Parties with respect to Indemnified Liabilities to the extent it has been determined by a final non-appealable judgment of a court of competent jurisdiction to have resulted from (i) the gross negligence, bad faith or
willful misconduct of the party to be indemnified or any of its Related Parties, (ii) any material breach (or, in the case of a proceeding brought by the Borrower, any breach) of any Credit Document by the party to be indemnified or
(iii) disputes, claims, demands, actions, judgments or suits not arising from any act or omission by the Borrower or its Affiliates, brought by an indemnified Person against any other indemnified Person (other than disputes, claims, demands,
actions, judgments or suits involving claims against any Agent in its capacity as such). No Person entitled to indemnification under clause (d) of this Section 13.5 shall be liable for any damages arising from the use by
others of any information or other materials obtained through internet, electronic, telecommunications or other information transmission systems (including IntraLinks or SyndTrak Online) in connection with this Agreement, except to the extent that
such damages have resulted from the willful misconduct, bad faith or gross negligence of the party to be indemnified or any of its Related Parties (as determined by a court of competent jurisdiction in a final and non-appealable decision), nor shall
any such Person, the Borrower or any of its Subsidiaries have any liability for any special, punitive, indirect or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) relating to this Agreement
or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). All amounts payable under this Section 13.5 shall be paid within 10 Business Days of receipt by
the Borrower of an invoice relating thereto setting forth such expense in reasonable detail. The agreements in this Section 13.5 shall survive repayment of the Loans and all other amounts payable hereunder. This Section 13.5 shall
not apply with respect to any claims for Taxes which shall be governed exclusively by Section 5.4 and, to the extent set forth therein, Sections 2.10 and 3.5. 

13.6 Successors and Assigns; Participations and Assignments. 

(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 the Letter of Credit Issuer that issues any Letter of Credit), except that (i) except as expressly permitted by Section 10.3, the Borrower may not assign or otherwise transfer any
of its rights or obligations hereunder without the prior written consent of the Administrative Agent and 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 13.6. 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 the Letter of Credit Issuer that issues any Letter of Credit), Participants (to the extent provided in clause (c) of this Section 13.6) and,
to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Collateral Agent, the Letter of Credit Issuer and the Lenders and each other Person entitled to indemnification under Section 13.5)
any legal or equitable right, remedy or claim under or by reason of this Agreement. 
 (b) (i) Subject to the conditions set forth in
clause (b)(ii) below, any Lender may at any time assign to one or more assignees (other than Holdings, the Borrower, its Subsidiaries or any natural person) all or a portion of its rights and obligations under this Agreement (including all or
a portion of its Commitments and the Loans (including participations in L/C Obligations or Swingline Loans) at the time owing to it) with the prior written consent (such consent not be unreasonably withheld or delayed; it being understood that the
Borrower shall have the right to withhold or delay its consent to any assignment solely if, in order for such assignment to comply with applicable Requirements of Law, the Borrower would be required to obtain the consent of, or make any filing or
registration with, any Governmental Authority) of: 

  
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 (A) the Borrower; provided that no consent of the Borrower shall be required for an
assignment if an Event of Default under Section 11.1 or Section 11.5 has occurred and is continuing; and 
 (B) the
Administrative Agent, the Swingline Lender and each Letter of Credit Issuer (in each case, not to be unreasonably withheld or delayed). 

(ii) Assignments shall be subject to the following additional conditions: 

(A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining
amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is
delivered to the Administrative Agent) shall not be less than $5,000,000 and increments of $1,000,000 in excess thereof, unless each of the Borrower, each Letter of Credit Issuer and the Administrative Agent otherwise consents (which consents shall
not be unreasonably withheld or delayed); provided that no such consent of the Borrower shall be required if an Event of Default under Section 11.1 or Section 11.5 has occurred and is continuing; provided, further,
that contemporaneous assignments to a single assignee made by Affiliates of Lenders and related Approved Funds shall be aggregated for purposes of meeting the minimum assignment amount requirements stated above; 

(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) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and
Acceptance, together with a processing and recordation fee in the amount of $3,500; provided that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; and 

(D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. 

(iii) Subject to acceptance and recording thereof pursuant to clause (b)(iv) of this Section 13.6, from and after the effective
date specified in each Assignment and Acceptance, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, 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 Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance 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 Sections 2.10, 2.11, 3.5, 5.4 and 13.5). Any assignment
or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 13.6 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 clause (c) of this Section 13.6. 
 (iv) The Administrative Agent, acting for this purpose as an
agent of the Borrower, shall maintain at the Administrative Agent’s Office a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and
principal amount (and stated interest amounts) of the Loans and L/C Obligations and any payment made by the Letter of Credit Issuer under any Letter of Credit owing to, each Lender pursuant to the terms hereof from time to time (the
“Register”). Further, the Register shall contain the name and address of the Administrative Agent and the lending office through which each such Person acts under this Agreement. 

  
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 The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent, the Collateral
Agent, the Letter of Credit Issuer and the Lenders shall 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, the Collateral Agent, the Letter of Credit Issuer, the Swingline Lender and, solely with respect to itself, each other Lender, at any reasonable time and from time to time upon reasonable
prior notice. 
 (v) Upon its receipt of a duly completed Assignment and Acceptance 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 clause (b) of this Section 13.6 (unless waived) and any
written consent to such assignment required by clause (b) of this Section 13.6, the Administrative Agent shall accept such Assignment and Acceptance and record the information contained therein in the Register. 

(c) (i) Any Lender may, without the consent of the Borrower, the Administrative Agent, any Swingline Lender or any Letter of Credit
Issuer, sell participations to one or more banks or other entities other than the Borrower or any Subsidiary of the Borrower (each, a “Participant”) in all or a portion of such Lender’s rights and obligations under this
Agreement (including all or a portion of its Commitments 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, the Letter of Credit 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 or any other Credit Document; 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 clauses (i) or (ii) of the proviso to Section 13.1 that affects such Participant, provided that the Participant shall have no right to consent to any
modification to the percentages specified in the definitions of the terms “Majority Lenders”, “Required Lenders” or “Borrowing Base Required Lenders”. Subject to clause (c)(ii) of this Section 13.6,
the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.10, 2.11, 3.5 and 5.4 to the same extent as if it were a Lender (subject to the limitations and requirements of those Sections as
though it were a Lender and had acquired its interest by assignment pursuant to clause (b) of this Section 13.6, including the requirements of clause (e) of Section 5.4). To the extent permitted by
Requirements of Law, each Participant also shall be entitled to the benefits of Section 13.8(b) as though it were a Lender; provided such Participant agrees to be subject to Section 13.8(a) as though it were a Lender.

 (ii) A Participant shall not be entitled to receive any greater payment under Section 2.10, 2.11, 3.5 or
5.4 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
(which consent shall not be unreasonably withheld); provided that the Participant shall be subject to the provisions in Section 2.12 as if it were an assignee under clauses (a) and (b) of this
Section 13.6. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and
related interest amounts) of each participant’s interest in the Loans or other obligations under this Agreement (the “Participant Register”). The entries in the Participant Register shall be conclusive, absent manifest error,
and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. No Lender shall have any obligation to
disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or 

  
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any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Credit Document) except to the extent that such
disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. 

(d) Any Lender may, without the consent of the Borrower or the Administrative Agent, 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 or any central bank having jurisdiction over such Lender, and this
Section 13.6 shall not apply to any such pledge or assignment of a security interest; 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. In order to facilitate such pledge or assignment or for any other reason, the Borrower hereby agrees that, upon request of any Lender at any time and from time to time after the Borrower
has made its initial borrowing hereunder, the Borrower shall provide to such Lender, at the Borrower’s own expense, a promissory note, substantially in the form of Exhibit K-1 or K-2, as the case may be, evidencing the Loans and
Swingline Loans, respectively, owing to such Lender. 
 (e) Subject to Section 13.16, the Borrower authorizes each Lender to
disclose to any Participant, secured creditor of such Lender or assignee (each, a “Transferee”) and any prospective Transferee any and all financial information in such Lender’s possession concerning the Borrower and its
Affiliates that has been delivered to such Lender by or on behalf of the Borrower and its Affiliates pursuant to this Agreement or that has been delivered to such Lender by or on behalf of the Borrower and its Affiliates in connection with such
Lender’s credit evaluation of the Borrower and its Affiliates prior to becoming a party to this Agreement. 
 (f) The words
“execution,” “signed,” “signature,” and words of like import in any Assignment and Acceptance shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the
same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures
in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. 

(g) Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose
funding vehicle (a “SPV”), identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Loan that such Granting
Lender would otherwise be obligated to make the Borrower pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPV to make any Loan and (ii) if an SPV elects not to exercise such option or
otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Granting Lender to the same
extent, and as if, such Loan were made by such Granting Lender. Each party hereto hereby agrees that no SPV shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting
Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial
paper or other senior indebtedness of any SPV, it shall not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United
States or any State thereof. In addition, notwithstanding anything to the contrary contained in this Section 13.6, any SPV may (A) with 

  
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notice to, but without the prior written consent of, the Borrower and the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any
Loans to the Granting Lender or to any financial institutions (consented to by the Borrower and Administrative Agent) providing liquidity and/or credit support to or for the account of such SPV to support the funding or maintenance of Loans and
(B) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPV. This
Section 13.6(g) may not be amended without the written consent of the SPV. Notwithstanding anything to the contrary in this Agreement, subject to the following sentence, each SPV shall be entitled to the benefits of Sections 2.10,
2.11, 3.5 and 5.4 to the same extent as if it were a Lender (subject to the limitations and requirements of Sections 2.10, 2.11, 3.5 and 5.4 as though it were a Lender and has acquired its interest by
assignment pursuant to clause (b) of this Section 13.6, including the requirements of clause (e) of Section 5.4). Notwithstanding the prior sentence, an SPV shall not be entitled to receive any greater payment under
Section 2.10, 2.11, 3.5 or 5.4 than its Granting Lender would have been entitled to receive absent the grant to such SPV, unless such grant to such SPV is made with the Borrowers’ prior written consent (which
consent shall not be unreasonably withheld). 
 13.7 Replacements of Lenders under Certain Circumstances. 

(a) The Borrower shall be permitted to replace any Lender that (i) requests reimbursement for amounts owing pursuant to
Section 2.10, 3.5 or 5.4, (ii) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof any of the actions described in such Section is required to be taken or (iii) becomes
a Defaulting Lender, with a replacement bank, lending institution or other financial institution; provided that (A) such replacement does not conflict with any Requirement of Law, (B) no Event of Default under
Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (C) the replacement bank or institution shall purchase, at par, all Loans and the Borrower shall pay all other amounts (other than
any disputed amounts), pursuant to Section 2.10, 3.5 or 5.4, as the case may be) owing to such replaced Lender prior to the date of replacement, (D) the replacement bank or institution, if not already a Lender, and the
terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (E) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6(b)
(provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein) and (F) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or
any other Lender shall have against the replaced Lender. 
 (b) If any Lender (such Lender, a “Non-Consenting Lender”) has
failed to consent to a proposed amendment, waiver, discharge or termination that pursuant to the terms of Section 13.1 requires the consent of all of the Lenders affected or the Required Lenders and with respect to which the Majority
Lenders shall have granted their consent, then provided no Event of Default then exists, the Borrower shall have the right (unless such Non-Consenting Lender grants such consent) to replace such Non-Consenting Lender by requiring such Non-Consenting
Lender to assign its Loans and its Commitments hereunder to one or more assignees reasonably acceptable to the Administrative Agent; provided that: (i) all Obligations of the Borrower owing to such Non-Consenting Lender being replaced
(other than principal and interest) shall be paid in full to such Non-Consenting Lender concurrently with such assignment, and (ii) the replacement Lender shall purchase the foregoing by paying to such Non-Consenting Lender a price equal to the
principal amount thereof plus accrued and unpaid interest thereon. In connection with any such assignment, the Borrower, Administrative Agent, such Non-Consenting Lender and the replacement Lender shall otherwise comply with
Section 13.6. 

  
 136 








 (c) Notwithstanding anything herein to the contrary, each party hereto agrees that any assignment
pursuant to the terms of this Section 13.7 may be effected pursuant to an Assignment and Acceptance executed by the Borrower, the Administrative Agent and the assignee and that the Lender making such assignment need not be a party
thereto. 
 13.8 Adjustments; Set-off. 

(a) If any Lender (a “benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on
all or part of the Loans made by it, or the participations in Letter of Credit Obligations held by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature
referred to in Section 11.5, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans, or interest thereon, such benefited Lender
shall (i) notify the Administrative Agent of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans, or shall provide such other Lenders
with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and
accrued interest on their respective Loans and other amounts owing them; provided, however, that, (A) if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be
rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed to apply to (1) any payment made by the Borrower or any other
Credit Party pursuant to and in accordance with the express terms of this Agreement and the other Credit Documents, (2) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans,
Commitments or participations in Drawings to any assignee or participant or (3) any disproportionate payment obtained by a Lender as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or
Commitments or any increase in the Applicable Margin in respect of Loans or Commitments of Lenders that have consented to any such extension. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under
Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a
direct creditor of such Credit Party in the amount of such participation. 
 (b) After the occurrence and during the continuance of an Event
of Default, in addition to any rights and remedies of the Lenders provided by Requirements of Law, each Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted
by applicable Requirements of Law, upon any amount becoming due and payable by the Borrower hereunder or under any Credit Document (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such
amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or
unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower. Each Lender agrees promptly to notify the Borrower (and the Credit Parties, if applicable) and the
Administrative Agent after any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application. 

13.9 Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts
(including by facsimile or other electronic transmission, i.e. a “pdf” or a “tif”), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this
Agreement signed by all the parties shall be lodged with the Borrower and the Administrative Agent. 

  
 137 








 13.10 Severability. Any provision of this Agreement that is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction. 
 13.11 Integration. This Agreement and the other Credit
Documents represent the agreement of the Borrower, the Guarantors, the Collateral Agent, the Administrative Agent and the Lenders with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or
warranties by the Borrower, the Guarantors, any Agent nor any Lender relative to subject matter hereof not expressly set forth or referred to herein or in the other Credit Documents. 

13.12 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 
 13.13 Submission to Jurisdiction; Waivers. Each party hereto
hereby irrevocably and unconditionally: 
 (a) submits for itself and its property in any legal action or proceeding relating to this
Agreement and the other Credit Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the courts of the State of New York, the courts of the United States of
America for the Southern District of New York and appellate courts from any thereof; 
 (b) consents that any such action or proceeding shall
be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or
claim the same; 
 (c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by
registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address set forth on Schedule 13.2 at such other address of which the Administrative Agent shall have been notified pursuant to
Section 13.2; 
 (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted
by Requirements of Law or shall limit the right to sue in any other jurisdiction; 
 (e) waives, to the maximum extent not prohibited by law,
any right it may have to claim or recover in any legal action or proceeding referred to in this Section 13.13 any special, exemplary, punitive or consequential damages; and 

(f) agrees that a final judgment in any action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law. 
 13.14 Acknowledgments. The Borrower hereby acknowledges that: 

(a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Credit Documents; 

  
 138 








 (b) (i) the credit facilities provided for hereunder and any related arranging or other
services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Credit Document) are an arm’s-length commercial transaction between the Borrower and the other Credit Parties, on
the one hand, and the Administrative Agent, the Lenders and the other Agents on the other hand, and the Borrower and the other Credit Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of
the transactions contemplated hereby and by the other Credit Documents (including any amendment, waiver or other modification hereof or thereof); (ii) in connection with the process leading to such transaction, each of the Administrative Agent,
other Agents and the Lenders, is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary for any of the Borrower, any other Credit Parties or any of their respective Affiliates, equity holders, creditors or
employees or any other Person; (iii) neither the Administrative Agent, any other Agent, any Joint Bookrunner, any Lead Arranger, nor any Lender has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Borrower
or any other Credit Party with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Credit Document (irrespective of
whether the Administrative Agent or any other Agent, any Joint Bookrunner, any Lead Arranger or any Lender has advised or is currently advising any of the Borrower, the other Credit Parties or their respective Affiliates on other matters) and none
of the Administrative Agent, any Agent, any Joint Bookrunner, any Lead Arranger or any Lender has any obligation to any of the Borrower, the other Credit Parties or their respective Affiliates with respect to the transactions contemplated hereby
except those obligations expressly set forth herein and in the other Credit Documents; (iv) the Administrative Agent and its Affiliates, each other Agent and each of its Affiliates and each Lender and its Affiliates may be engaged in a broad
range of transactions that involve interests that differ from those of the Borrower and its respective Affiliates, and none of the Administrative Agent, any other Agent or any Lender has any obligation to disclose any of such interests by virtue of
any advisory, agency or fiduciary relationship; and (v) none of the Administrative Agent, any Agent or any Lender has provided and none will provide any legal, accounting, regulatory or tax advice with respect to any of the transactions
contemplated hereby (including any amendment, waiver or other modification hereof or of any other Credit Document) and the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate. The
Borrower hereby waives and releases, to the fullest extent permitted by law, any claims that it may have against the Administrative Agent and each Agent with respect to any breach or alleged breach of agency or fiduciary duty; and 

(c) no joint venture is created hereby or by the other Credit Documents or otherwise exists by virtue of the transactions contemplated hereby
among the Lenders or among the Borrower, on the one hand, and any Lender, on the other hand. 
 13.15 WAIVERS OF JURY TRIAL. THE
BORROWER, EACH AGENT, EACH LETTER OF CREDIT ISSUER AND EACH LENDER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

 13.16 Confidentiality. The Administrative Agent, each other Agent, any Letter of Credit Issuer, the Swingline Lender and each other
Lender shall hold all non-public information furnished by or on behalf of the Borrower or any of its Subsidiaries in connection with such Lender’s evaluation of whether to become a Lender hereunder or obtained by such Lender, the Swingline
Lender, the Administrative Agent, any Letter of Credit Issuer or such other Agent pursuant to the requirements of this Agreement (“Confidential Information”), confidential in accordance with its customary procedure for handling
confidential information of this nature and in any event may make disclosure (a) as required or requested 

  
 139 








 
by any Governmental Authority, self-regulatory agency or representative thereof or pursuant to legal process or applicable Requirements of Law, (b) to such Lender’s or the
Administrative Agent’s, any Letter of Credit Issuer’s or such other Agent’s attorneys, professional advisors, independent auditors, trustees or Affiliates, in each case who need to know such information in connection with the
administration of the Credit Documents and are informed of the confidential nature of such information, (c) to an investor or prospective investor in a securitization that agrees its access to information regarding the Credit Parties, the Loans
and the Credit Documents is solely for purposes of evaluating an investment in a securitization and who agrees to treat such information as confidential, (d) to a trustee, collateral manager, servicer, backup servicer, noteholder or secured
party in connection with the administration, servicing and reporting on the assets serving as collateral for a securitization and who agrees to treat such information as confidential, and (e) to a nationally recognized ratings agency that
requires access to information regarding the Credit Parties, the Loans and Credit Documents in connection with ratings issued with respect to a securitization; provided that unless specifically prohibited by applicable Requirements of Law,
each Lender, the Administrative Agent, the Swingline Lender, any Letter of Credit Issuer and each other Agent shall endeavor to notify the Borrower (without any liability for a failure to so notify the Borrower) of any request made to such Lender,
the Administrative Agent, any Letter of Credit Issuer or such other Agent, as applicable, by any governmental, regulatory or self-regulatory agency or representative thereof (other than any such request in connection with an examination of the
financial condition of such Lender by such governmental agency) for disclosure of any such non-public information prior to disclosure of such information; provided further that in no event shall any Lender, the Administrative Agent, any
Letter of Credit Issuer or any other Agent be obligated or required to return any materials furnished by the Borrower or any Subsidiary. In addition, each Lender, the Administrative Agent and each other Agent may provide Confidential Information to
prospective Transferees or to any pledgee referred to in Section 13.6 or to prospective direct or indirect contractual counterparties in Hedge Agreements to be entered into in connection with Loans made hereunder as long as such Person
is advised of and agrees to be bound by the provisions of this Section 13.16 or confidentiality provisions at least as restrictive as those set forth in the Section 13.16. 

13.17 Release of Collateral and Guarantee Obligations. 

(a) The Lenders hereby irrevocably agree that the Liens granted to the Collateral Agent by the Credit Parties on any Collateral shall be
automatically released (i) in full, as set forth in clause (b) below, (ii) upon the Disposition of such Collateral (including as part of or in connection with any other Disposition permitted hereunder) to any Person other than another
Credit Party (other than Holdings), to the extent such Disposition is made in compliance with the terms of this Agreement (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Credit Party upon its
reasonable request without further inquiry), (iii) to the extent such Collateral is comprised of property leased to a Credit Party, upon termination or expiration of such lease, (iv) if the release of such Lien is approved, authorized or
ratified in writing by the Majority Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 13.1), (v) to the extent the property constituting such Collateral is owned by any
Guarantor, upon the release of such Guarantor from its obligations under the Guarantee (in accordance with the second succeeding sentence and Section 5.14(b) of the Guarantee) and (vi) as required by the Collateral Agent to effect any
Disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Security Documents. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those
being released) upon (or obligations (other than those being released) of the Credit Parties in respect of) all interests retained by the Credit Parties, including the proceeds of any Disposition, all of which shall continue to constitute part of
the Collateral except to the extent otherwise released in accordance with the provisions of the Credit Documents. Additionally, the Lenders hereby irrevocably agree that the Guarantors shall be released from the Guarantees upon consummation of any
transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary or 

  
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otherwise becoming an Excluded Subsidiary. The Lenders hereby authorize the Administrative Agent and the Collateral Agent, as applicable, to execute and deliver any instruments, documents, and
agreements necessary or desirable to evidence and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender. Any representation, warranty or
covenant contained in any Credit Document relating to any such Collateral or Guarantor shall no longer be deemed to be repeated. 
 (b)
Notwithstanding anything to the contrary contained herein or any other Credit Document, when all Obligations (other than (i) Hedging Obligations in respect of any Secured Hedge Agreements, (ii) Cash Management Obligations in respect of any
Secured Cash Management Agreements and (iii) any contingent or indemnification obligations not then due) have been paid in full, all Commitments have terminated or expired and no Letter of Credit shall be outstanding that is not Cash
Collateralized or back-stopped, upon request of the Borrower, the Administrative Agent and/or Collateral Agent, as applicable, shall (without notice to, or vote or consent of, any Secured Party) take such actions as shall be required to release its
security interest in all Collateral, and to release all obligations under any Credit Document, whether or not on the date of such release there may be any (i) Hedging Obligations in respect of any Secured Hedge Agreements, (ii) Cash
Management Obligations in respect of any Secured Cash Management Agreements and (iii) any contingent or indemnification obligations not then due. Any such release of Obligations shall be deemed subject to the provision that such Obligations
shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or
reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or
otherwise, all as though such payment had not been made. 
 13.18 USA PATRIOT Act. The Agents and 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 “Patriot Act”), it is required to obtain, verify and record information that identifies
each Credit Party, which information includes the name and address of each Credit Party and other information that will allow such Agent and such Lender to identify each Credit Party in accordance with the Patriot Act. 

13.19 Payments Set Aside. To the extent that any payment by or on behalf of the Borrower is made to any Agent or any Lender, or any
Agent or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any
settlement entered into by such Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding or otherwise, then (a) to the extent of such recovery, the obligation or part
thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender severally agrees to pay to the Administrative Agent
upon demand its applicable share of any amount so recovered from or repaid by any Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the applicable Overnight Rate from time to time
in effect. 
 13.20 Reinstatement. This Agreement shall continue to be effective, or be reinstated, as the case may be, if at any time
payment, or any part thereof, of any of the Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any other Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the
Borrower, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any substantial part of its property, or otherwise, all as though such payments had not been made.


  
 141 








 13.21 Disposition of Proceeds. The Security Documents contain an assignment by the
Borrower and/or the Guarantors unto and in favor of the Collateral Agent for the benefit of the Lenders of all of the Borrower’s or each Guarantor’s interest in and to their as-extracted collateral in the form of production and all
proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Documents further provide in general for the application of such proceeds to the satisfaction of the Obligations described therein and
secured thereby. Notwithstanding the assignment contained in such Security Documents, until the occurrence of an Event of Default, (a) 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 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 Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Subsidiaries. 

13.22 Collateral Matters; Hedge Agreements. The benefit of the Security Documents and of the provisions of this Agreement
relating to any Collateral securing the Obligations shall also extend to and be available on a pro rata basis to any Person (a) under any Secured Hedge Agreement, in each case, after giving effect to all netting arrangements relating to such
Hedge Agreements or (b) under any Secured Cash Management Agreement. No Person shall have any voting rights under any Credit Document solely as a result of the existence of obligations owed to it under any such Secured Hedge Agreement or
Secured Cash Management Agreement. 

  
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 IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Agreement to be
duly executed and delivered as of the date first above written. 
  

			
	 SAMSON INVESTMENT COMPANY,

    as the Borrower

		
	By:		 /s/ Michael G. Daniel

			Name: Michael G. Daniel
			Title: Authorized Signatory



  
 Signature Page 

Samson Investment Company 
 Credit
Agreement 








 
			
	 JPMORGAN CHASE BANK, N.A.,

    as Administrative Agent, Collateral Agent,

    Letter of Credit Issuer, Swingline Lender and

    Lender

		
	By:		 /s/ Ronald Dierker

			Name: Ronald Dierker
			Title: Managing Director



  
 Signature Page 

Samson Investment Company 
 Credit
Agreement 








 
			
	 WELLS FARGO BANK, N.A.,

    as Lender

		
	By:		 /s/ Jason M. Hicks

			Name: Jason M. Hicks
			Title: Managing Director



  
 Signature Page 

Samson Investment Company 
 Credit
Agreement 








 
			
	 BANK OF AMERICA, N.A.,

    as Lender

		
	By:		 /s/ Christopher Renyi

			Name: Christopher Renyi
			Title: Vice President



  
 Signature Page 

Samson Investment Company 
 Credit
Agreement 








 
			
	 BMO HARRIS FINANCING, INC.,

    as Lender

		
	By:		 /s/ James V. Ducote

			Name: James V. Ducote
			Title: Director



  
 Signature Page 

Samson Investment Company 
 Credit
Agreement 








 
			
	 BANK OF MONTREAL,

    as Letter of Credit Issuer

		
	By:		 /s/ Joseph A. Bliss

			Name: Joseph A. Bliss
			Title: Managing Director



  
 Signature Page 

Samson Investment Company 
 Credit
Agreement 








 
			
	 BARCLAYS BANK PLC,

    as Lender

		
	By:		 /s/ Ann E. Sutton

			Name: Ann E. Sutton
			Title: Director



  
 Signature Page 

Samson Investment Company 
 Credit
Agreement 








 
			
	 Citibank, N.A.,

    as Lender

		
	By:		 /s/ Phil Ballard

			Name: Phil Ballard
			Title: Vice President



  
 Signature Page 

Samson Investment Company 
 Credit
Agreement 








 
			
	 Credit Suisse AG, Cayman Islands Branch,

    as Lender

		
	By:		 /s/ Bill O’Daly

			Name: BILL O’DALY
			Title: DIRECTOR
		
	By:		 /s/ Kevin Buddhdew

			 Name: KEVIN BUDDHDEW

			 Title: ASSOCIATE




  
 Signature Page 

Samson Investment Company 
 Credit
Agreement 








 
			
	 MIZUHO CORPORATE BANK, LTD.,

    as Lender

		
	By:		 /s/ William Getz

			Name: William Getz
			Title: Deputy General Manager



  
 Signature Page 

Samson Investment Company 
 Credit
Agreement 








 
			
	 ROYAL BANK OF CANADA,

    as Lender

		
	By:		 /s/ Mark Lumpkin, Jr.

			Name: Mark Lumpkin, Jr.
			Title: Authorized Signatory



  
 Signature Page 

Samson Investment Company 
 Credit
Agreement 








 
			
	 UBS LOAN FINANCE LLC,

    as Lender

		
	By:		/s/ Mary E. Evans
			Name: Mary E. Evans
			Title: Associate Director
		
	By:		/s/ Joselin Fernandes
			Name: Joselin Fernandes
			Title; Associate Director



  
 Signature Page 

Samson Investment Company 
 Credit
Agreement 








 
			
	 COMPASS BANK,

    as Lender and Letter of Credit Issuer

		
	By:		/s/ Dorothy Marchand
			Name: Dorothy Marchand
			Title: Senior Vice President



  
 Signature Page 

Samson Investment Company 
 Credit
Agreement 








 
			
	 COMERICA BANK,

    as Lender

		
	By:		/s/ John S. Lesikar
			Name: John S. Lesikar
			Title: Assistant Vice President



  
 Signature Page 

Samson Investment Company 
 Credit
Agreement 








 
			
	 TORONTO DOMINION (NEW YORK) LLC,

    as Lender

		
	By:		/s/ Vicki Ferguson
			Name: Vicki Ferguson
			Title: Authorized Signatory



  
 Signature Page 

Samson Investment Company 
 Credit
Agreement 








 
			
	 Capital One, National Association,

    as Lender

		
	By:		/s/ Michael Higgins
			Michael Higgins
			Vice President



  
 Signature Page 

Samson Investment Company 
 Credit
Agreement 








 
			
	 Sumitomo Mitsui Banking Corporation,

    as Lender

		
	By:		/s/ Masakazu Hasegawa
			Name: Masakazu Hasegawa
			Title: Managing Director



  
 Signature Page 

Samson Investment Company 
 Credit
Agreement 








 
			
	 Branch Banking and Trust Company,

    as Lender

		
	By:		/s/ Parul June
			Name: Parul June
			Title: Assistant Vice President



  
 Signature Page 

Samson Investment Company 
 Credit
Agreement 








 
			
	 ING Capital LLC,

    as Lender

		
	By:		/s/ Juli Bieser
			Name: Juli Bieser
			Title: Director



  
 Signature Page 

Samson Investment Company 
 Credit
Agreement 








 
			
	 U.S. BANK NATIONAL ASSOCIATION,

    as Lender

		
	By:		/s/ Bruce E. Hernandez
			Name: Bruce E. Hernandez
			Title: Vice President



  
 Signature Page 

Samson Investment Company 
 Credit
Agreement 








 
			
	 Goldman Sachs Bank USA,

    as Lender

		
	By:		/s/ Mark Walton
			Name: Mark Walton
			Title: Authorized Signatory



  
 Signature Page 

Samson Investment Company 
 Credit
Agreement 








 
			
	 MORGAN STANLEY BANK, N.A.,

    as Lender

		
	By:		/s/ Michael King
			Name: Michael King
			Title: Authorized Signatory



  
 Signature Page 

Samson Investment Company 
 Credit
Agreement 








 
			
	 UMB Bank N.A.,

    as Lender

		
	By:		/s/ R. Brad Scrivner
			Name: R. Brad Scrivner
			Title: President - Tulsa



  
 Signature Page 

Samson Investment Company 
 Credit
Agreement 








 
			
	 JEFFERIES FINANCE LLC,

    as Lender

		
	By:		/s/ E. Joseph Hess
			Name: E. Joseph Hess
			Title: Managing Director



  
 Signature Page 

Samson Investment Company 
 Credit
Agreement 








 Schedule 1.1(a) 

Commitments 
  

					
	 Lender
	  	Commitment	 
	 JPMorgan Chase Bank, N.A.
	  	$	213,812,500.00	  
	 Wells Fargo Bank, N.A.
	  	$	167,887,500.00	  
	 Bank of America, N.A.
	  	$	167,887,500.00	  
	 Bank of Montreal
	  	$	135,025,000.00	  
	 Barclays Bank PLC
	  	$	135,025,000.00	  
	 Citibank, N.A.
	  	$	135,025,000.00	  
	 Credit Suisse AG
	  	$	135,025,000.00	  
	 Mizuho Corporate Bank, Ltd.
	  	$	135,025,000.00	  
	 Royal Bank of Canada
	  	$	135,025,000.00	  
	 UBS Loan Finance LLC
	  	$	100,000,000.00	  
	 Union Bank, N.A.
	  	$	100,000,000.00	  
	 Compass Bank
	  	$	100,000,000.00	  
	 Comerica Bank
	  	$	100,000,000.00	  
	 Toronto Dominion (New York) LLC
	  	$	100,000,000.00	  
	 Capital One, National Association
	  	$	100,000,000.00	  
	 Sumitomo Mitsui Banking Corporation
	  	$	50,000,000.00	  
	 BB&T Capital Markets
	  	$	50,000,000.00	  
	 ING Capital LLC
	  	$	50,000,000.00	  
	 U.S. Bank National Association
	  	$	50,000,000.00	  
	 Goldman Sachs Bank USA
	  	$	25,000,000.00	  
	 Morgan Stanley Bank, N.A.
	  	$	25,000,000.00	  
	 UMB Bank, N.A.
	  	$	25,000,000.00	  
	 Jefferies Finance LLC
	  	$	15,262,500.00	  
		  	  
	  
	 
	 TOTAL
		$	2,250,000,000.00	  
		  	  
	  
	 








 Schedule 1.1(b) 

Debt Repayment 
 Credit Agreement, dated
as of May 21, 2009, as amended, among Samson Investment Company, certain financial institutions and other lenders from time to time party thereto, and Bank of Montreal, as administrative agent. 







 Schedule 1.1(c) 

Excluded Stock 
 None. 







 Schedule 1.1(d) 

Excluded Subsidiaries 
  

			
	 	  	 Excluded Subsidiaries

	1.        	  	Ace Company
		
	2.	  	Ace II Company
		
	3.	  	Ace III Company
		
	4.	  	Ace IV Company
		
	5.	  	Ace V Company
		
	6.	  	Arch Ventures Corporation
		
	7.	  	Berry Gas Company
		
	8.	  	Cimarron Oil Field Supply LLC
		
	9.	  	Circle L Drilling Company
		
	10.	  	Compression, Inc.
		
	11.	  	Dyco Petroleum Corporation
		
	12.	  	Eason Drilling & Services Company
		
	13.	  	Geodyne Depositary Company
		
	14.	  	Geodyne Institutional Depositary Company
		
	15.	  	Geodyne Nominee Corporation
		
	16.	  	Ohio River Exploration LLC
		
	17.	  	OSN Production Ltd.
		
	18.	  	PYR Cumberland LLC
		
	19.	  	PYR Energy Corporation
		
	20.	  	PYR Exploration LLC









			
	 	  	 Excluded Subsidiaries

		
	21.	  	PYR Mallard LLC
		
	22.	  	PYR Pintail LLC
		
	23.	  	S Industrial Inc.
		
	24.	  	SGH Enterprises, Inc.
		
	25.	  	SPI Resources, Inc. (formerly known as Samson Properties Incorporated)
		
	26.	  	Samson Canada Holdings, ULC
		
	27.	  	Samson Concorde Gas Marketing, Inc.
		
	28.	  	Samson Euro-Asia Ltd.
		
	29.	  	Samson Financing Limited Partnership
		
	30.	  	Samson-International (Australia) PTY Ltd.
		
	31.	  	Samson Kelley Operating Company, Ltd.
		
	32.	  	Samson North Sea Limited
		
	33.	  	Samson Oil & Gas Development, Inc.
		
	34.	  	Samson Petrofunds, Inc.
		
	35.	  	Samson R&C Company LLC
		
	36.	  	Sherwood Group, LP
		
	37.	  	Snyder Exploration Company








 Schedule 1.1(e) 

Existing Letters of Credit 
  

													
	 Issuer
	  	Beneficiary	  	L/C Number	  	Issue Date	  	Amount	 	  	Expiration
	 Bank of Montreal
	  	Wy. Dept. of Environ	  	BMCH587750S	  	11/07/03	  	$	238,546	  	  	11/06/12
	 Bank of Montreal
	  	El Paso	  	BMCH1181140S	  	01/03/06	  	$	205,000	  	  	12/31/11
	 Bank of Montreal
	  	Gulf States Trans	  	BMCH1177710S	  	12/28/05	  	$	25,000	  	  	12/31/11
	 Bank of Montreal
	  	Florida Power Corp	  	BMCH163398OS	  	05/03/11	  	$	100,000	  	  	01/31/12
	 Bank of Montreal
	  	ANR Pipeline	  	BMCH172954OS	  	04/25/07	  	$	75,000	  	  	04/25/12
	 Bank of Montreal
	  	Zurich American Ins. Co.	  	BMCH295450OS	  	05/25/10	  	$	130,000	  	  	05/24/12
	 Bank of Montreal
	  	Travelers Indemnity	  	BMCH163910S	  	11/19/97	  	$	467,527	  	  	07/31/12
	 Bank of Montreal
	  	Trunkline Gas Company	  	BMCH354668OS	  	12/15/11	  	$	50,000	  	  	12/15/12
	 Compass Bank
	  	Columbia Gas/Gulf	  	S30643T	  	11/20/09	  	$	55,035	  	  	11/30/12
	 Compass Bank
	  	TX Eastern Transmission	  	S30607T	  	10/20/09	  	$	30,000	  	  	10/31/12








 Schedule 1.1(f) 

Closing Date Guarantors 
  

			
	 	  	 Closing Date Guarantors

	1.	  	Geodyne Resources, Inc.
		
	2.        	  	Samson Contour Energy Co.
		
	3.	  	Samson Contour Energy E & P, LLC
		
	4.	  	Samson Holdings, Inc.
		
	5.	  	Samson LS, LLC
		
	6.	  	Samson Resources Company
		
	7.	  	Samson-International, Ltd.








 Schedule 1.1(g) 

Closing Date Hedge Banks 
  

			
	 	  	 Closing Date Hedge Banks

	1.        	  	BNP Paribas
		
	2.	  	Macquarie Bank Limited
		
	3.	  	The Bank of Nova Scotia








 Schedule 1.1(h) 

Closing Date Mortgaged Properties 
 The
following properties, identified by State, and by County or Parish, have been mortgaged by the Borrower. Those subsidiaries of the Borrower owning interests in the mortgaged properties are identified below. 

Oklahoma 

	 	–	Washita 


	 	–	Caddo 


	 	–	Roger Mills 


	 	–	Pittsburg 


	 	–	Canadian 


	 	–	Custer 


	 	–	Beckham 


	 	–	Grady 


	 	–	Ellis 


	 	–	Latimer 


	 	–	Beaver 


	 	–	Texas 


	 	–	Major 

 (Samson Resources Company and Geodyne Resources, Inc. own interests in, and Samson Resources Company
operates, mortgaged properties in the State of Oklahoma.) 
 Texas 

	 	–	Nacogdoches 


	 	–	Hemphill(1)(2)(3) 


	 	–	Harrison 


	 	–	Wheeler(1)(3) 


	 	–	Panola 


	 	–	Rusk(1)(3) 


	 	–	Shelby 


	 	–	Lipscomb 


	 	–	Gregg 

 (Samson LS, LLC owns interests in, and operates, mortgaged properties in the State of Texas. Geodyne
Resources, Inc. also owns interests in mortgaged properties located in the counties designated by (1), Samson Contour Energy E&P, LLC owns interests in mortgaged properties located in the county designated by (2), and Samson Resources Company
owns interests in mortgaged properties located in counties designated by (3).) 







 Louisiana 

	 	–	DeSoto 


	 	–	Bossier 


	 	–	Red River 


	 	–	Webster 


	 	–	Natchitoches 

 (Samson Contour Energy E&P, LLC owns interests in, and operates, mortgaged property in the
State of Louisiana.) 
 Wyoming 

	 	–	Converse 


	 	–	Sweetwater(1) 


	 	–	Carbon(1) 

 (Samson Resources Company owns interests in, and operates, mortgaged properties in the State of
Wyoming. Geodyne Resources, Inc. also owns interests in mortgaged properties located in the counties designated by (1).) 
 North Dakota


	 	–	Divide 


	 	–	Williams(1) 

 (Samson Resources Company owns interests in, and operates, mortgaged properties in the State of
North Dakota. Geodyne Resources, Inc. also owns interests in mortgaged properties located in the county designated by (1).) 
 Colorado


	 	–	La Plata 

 (Samson Resources Company owns interests in, and operates, mortgaged properties in the State of
Colorado.) 







 Schedule 6.3 

Local Counsels 
  

			
	 Counsel
	  	 Jurisdiction

	Conner & Winters	  	Oklahoma
	Woodburn and Wedge	  	Nevada








 Schedule 8.4 

Litigation 
 None. 







 Schedule 8.12 

Subsidiaries 
  

							
	 	 	 Subsidiary
	 	 Direct / Indirect Ownership
Interest of the
Borrower
	 	 Indicate Whether Subsidiary is a
Guarantor, Material
Subsidiary
and/or Unrestricted Subsidiary

	1.        	 	Ace Company	 	Indirect – 62% ownership	 	
				
	2.	 	Ace II Company	 	Indirect – 24.18% ownership	 	
				
	3.	 	Ace III Company	 	Indirect – 77.02% ownership	 	
				
	4.	 	Ace IV Company	 	Indirect – 70.77% ownership	 	
				
	5.	 	Ace V Company	 	Indirect – 67% ownership	 	
				
	6.	 	Arch Ventures Corporation	 	Direct – 100% ownership	 	
				
	7.	 	Berry Gas Company	 	Indirect – 100% ownership	 	
				
	8.	 	Cimarron Oil Field Supply LLC	 	Direct – 100% ownership	 	
				
	9.	 	Circle L Drilling Company	 	Direct – 100% ownership	 	
				
	10.	 	Compression, Inc.	 	Direct – 100% ownership	 	
				
	11.	 	Dyco Petroleum Corporation	 	Direct – 100% ownership	 	
				
	12.	 	Eason Drilling & Services Company	 	Direct – 100% ownership	 	
				
	13.	 	Geodyne Depositary Company	 	Indirect – 100% ownership	 	
				
	14.	 	Geodyne Institutional Depositary Company	 	Indirect – 100% ownership	 	
				
	15.	 	Geodyne Nominee Corporation	 	Indirect – 100% ownership	 	
				
	16.	 	Geodyne Resources, Inc.	 	Direct – 100% ownership	 	Guarantor; Material Subsidiary
				
	17.	 	Ohio River Exploration LLC	 	Indirect – 100% ownership	 	
				
	18.	 	OSN Production Ltd.	 	Direct – 100% ownership	 	
				
	19.	 	PYR Cumberland LLC	 	Indirect – 100% ownership	 	
				
	20.        	 	PYR Energy Corporation	 	Direct – 100% ownership	 	









							
	 	 	 Subsidiary
	 	 Direct / Indirect Ownership
Interest of the
Borrower
	 	 Indicate Whether Subsidiary is a
Guarantor, Material
Subsidiary
and/or Unrestricted Subsidiary

	21.        	 	PYR Exploration LLC	 	Indirect – 100% ownership	 	
				
	22.	 	PYR Mallard LLC	 	Indirect – 100% ownership	 	
				
	23.	 	PYR Pintail LLC	 	Indirect – 100% ownership	 	
				
	24.	 	S Industrial Inc.	 	Direct – 100% ownership	 	
				
	25.	 	Samson Canada Holdings, ULC	 	Indirect – 100% ownership	 	
				
	26.	 	Samson Concorde Gas Marketing, Inc.	 	Indirect – 100% ownership	 	
				
	27.	 	Samson Contour Energy Co.	 	Indirect – 100% ownership	 	Guarantor; Material Subsidiary
				
	28.	 	Samson Contour Energy E & P, LLC	 	Indirect – 100% ownership	 	Guarantor; Material Subsidiary
				
	29.	 	Samson Euro-Asia Ltd.	 	Indirect – 100% ownership	 	
				
	30.	 	Samson Financing Limited Partnership	 	Indirect – 100% LP interest; GP is PennWest	 	
				
	31.	 	Samson Holdings, Inc.	 	Indirect – 100% ownership	 	Guarantor; Material Subsidiary
				
	32.	 	Samson Kelley Operating Company, Ltd.	 	Indirect – 100% ownership	 	
				
	33.	 	Samson LS, LLC	 	Indirect – 100% ownership	 	Guarantor; Material Subsidiary
				
	34.	 	Samson North Sea Limited	 	Indirect – 100% ownership	 	
				
	35.	 	Samson Oil & Gas Development, Inc.	 	Indirect – 100% ownership	 	
				
	36.	 	Samson Petrofunds, Inc.	 	Indirect – 100% ownership	 	
				
	37.	 	Samson R&C Company LLC	 	Indirect – 100% ownership	 	
				
	38.	 	Samson Resources Company	 	Direct – 100% ownership	 	Guarantor; Material Subsidiary
				
	39.	 	Samson-International (Australia) PTY Ltd.	 	Indirect – 100% ownership	 	
				
	40.	 	Samson-International, Ltd.	 	Direct – 100% ownership	 	Guarantor; Material Subsidiary
				
	41.	 	SGH Enterprises, Inc.	 	Direct – 100% ownership	 	
				
	42.	 	Sherwood Group, LP	 	Indirect – 100% ownership	 	
				
	43.	 	Snyder Exploration Company	 	Indirect – 100% ownership	 	
				
	44.	 	SPI Resources, Inc. (formerly known as Samson Properties Incorporated)	 	Direct – 100% ownership	 	








 Schedule 8.18 

Closing Date Gas Imbalances 

[See Attached.] 








																			
	 		 		 		 		 		 		 		PRODUCTION		NET	 
	 LEASE #
		 LEASE NAME
		 OPERATOR NAME
		 WELL STATUS
		 STATE
		 COUNTY
		 LEGAL DESCRIPTION
		 MONTH
		IMBALANCE	 
	 013116
		A CROSS RANCH #4-12		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		12-13N-22W		201108		 	5,549	  
	 013266
		A CROSS RANCH #6-12		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		12-13N-22W		201108		 	1,238	  
	 046000
		ABERCROMBIE #1-15H		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		OKLAHOMA		DEWEY		15-16N-14W		201108		 	(39	) 
	 001005
		ABRAHAM UNIT #1-22		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		22-14N-26W		201109		 	88,932	  
	 042961
		A-CROSS RANCH #10-12		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		12-13N-22W		201108		 	2,400	  
	 041740
		A-CROSS RANCH #9-12		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		12-13N-22W		201108		 	4,345	  
	 003283
		ADAMS C #1-33		CHESAPEAKE OPERATING, INC.		SHUT DOWN OR T&A		OKLAHOMA		LATIMER		33-6N-19E		201010		 	42,033	  
	 003801
		ADAMS C #2-33		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		LATIMER		33-6N-19E		201108		 	66	  
	 004104
		ADAMS UNIT		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		HARPER		29-28N-24W		201108		 	(514	) 
	 005662
		AGAN #1-23		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		23-12N-16W		201108		 	568	  
	 036314
		AIMERITO #1 UPPER		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		27-5N-16E		201108		 	(52,792	) 
	 006541
		AITKENHEAD #1-259		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		259, BLK C G&M MB&A SURVEY		201109		 	7,972	  
	 006540
		AITKENHEAD #2-20		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		20, BLK Z-1 BS&F SURVEY S/2		201109		 	452	  
	 004688
		ALBERT #4-3 (CHASE)		KAISER-FRANCIS OIL COMPANY		PRODUCING WELL		OKLAHOMA		BEAVER		3-5N-26ECM		201108		 	(288	) 
	 003720
		ALDRIDGE #3		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		HASKELL		6-7N-20E		201109		 	1,140	  
	 001026
		ALEXANDER		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 3 B&B SURVEY		201109		 	3,484	  
	 005755
		ALEXANDER #1-7		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		TEXAS		HEMPHILL		7 BLK A-1 H&GN SURVEY		201108		 	1,896	  
	 008763
		ALEXANDER #2		WAGNER OIL COMPANY		SHUT DOWN OR T&A		TEXAS		CHEROKEE		S. JARBOE A-468		201010		 	20,242	  
	 021029
		ALEXANDER 1-11		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		11-8N-20W		201109		 	9,781	  
	 040077
		ALEXANDER 17 #1-ALT		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		17-18N-08W		201108		 	718	  
	 005373
		ALEXANDER GAS UNIT #1		WAGNER OIL COMPANY		PRODUCING WELL		TEXAS		CHEROKEE		S. JARBOE A-468, J.BLANTON A-9		201108		 	(23,301	) 
	 035245
		ALFORD 1 ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		34 18N 9W SW SW NE		201109		 	6,009	  
	 032255
		ALFORD E B GU #1		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		RUSK		E C YOUNG SVY, A-879		201109		 	2,328	  
	 032360
		ALFORD E B GU #2		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		RUSK		E C YOUNG SVY, A-879		201109		 	(12,222	) 
	 005175
		ALLEE #1-4		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		ROGER MILLS		4-13N-21W		201108		 	(51,908	) 
	 035020
		ALLEN #3-11		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		11-13N-22W		201109		 	276	  
	 036661
		ALLEN #4-20		KAISER-FRANCIS OIL COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		20-13N-21W		201108		 	797	  
	 039202
		ALLEN #5-20		KAISER-FRANCIS OIL COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		20-13N-21W		201108		 	821	  
	 031019
		ALLEN RANCH #1-11		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		CADDO		11-6N-9W		201108		 	500	  
	 031194
		ALLEN RANCH #1-2		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		CADDO		2-6N-9W		201108		 	3,614	  
	 034488
		ALLEN RANCH #2-2		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		CADDO		2-6N-9W		201108		 	513	  
	 021043
		ALLGOOD UNIT 1-1		APACHE CORPORATION		PRODUCING WELL		TEXAS		UPSHUR				201108		 	2,503	  
	 001053
		ALLIANCE TRUST #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		HASKELL		2-7N-20E		201109		 	526	  
	 038333
		ALLISON #1-21		NEWFIELD EXPLORATION MID CONT		PRODUCING WELL		OKLAHOMA		ROGER MILLS		21-12N-25W		201108		 	(763	) 
	 005443
		AMANT #1-32		MARATHON OIL COMPANY		PRODUCING WELL		OKLAHOMA		CUSTER		32-15N-19W		201108		 	1,537	  
	 036342
		AMOS 1-29		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		BECKHAM		29-10N-24W		201108		 	(17,975	) 
	 030658
		ANDERSON #1-13		MARATHON OIL COMPANY		PRODUCING WELL		OKLAHOMA		STEPHENS		13-2N-5W		201108		 	202	  
	 005688
		ANDERSON #1-32		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		GRADY		32-6N-8W		201108		 	1,101	  
	 031106
		ANDREWS #1		MEWBOURNE OIL		PRODUCING WELL		OKLAHOMA		BEAVER		19-4N-25ECM		201108		 	11,949	  
	 003902
		ANN #1-34		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		WOODWARD		34-20N-21W		201109		 	(42,944	) 
	 008259
		ARCHER A #1		QUANTUM RESOURCES MANAGEMENT		PRODUCING WELL		TEXAS		HUTCHINSON		SECT 31, MCLAUGHLIN SVY		201108		 	7,196	  
	 037576
		ARLINE #1-25		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		BLAINE		25-19N-12W		201108		 	535	  
	 006361
		ARMSTRONG #1-29		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		29-12N-23W		201109		 	48,903	  
	 006732
		ARMSTRONG 2-14		NEWFIELD EXPLORATION MID CONT		PRODUCING WELL		OKLAHOMA		ROGER MILLS		14-12N-24W		201108		 	1,111	  
	 033637
		ARMSTRONG A #1-30		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		BECKHAM		30-11N-22W		201108		 	(10,053	) 
	 034264
		ARRINGTON #10-64		DEVON ENERGY PRODUCTION, CO LP		SHUT DOWN OR T&A		TEXAS		HEMPHILL		SEC 64 BLK A-2 H&GN SVY		201105		 	—  	  
	 034673
		ARRINGTON #11-64		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		TEXAS		HEMPHILL		SEC 64, BLK A-2, H&GN RR CO		201108		 	(14,280	) 
	 001086
		ARRINGTON #4-54		APACHE CORPORATION		SHUT DOWN OR T&A		TEXAS		HEMPHILL		SEC 54 BLOCK A-2 H&GN SURVEY		201006		 	—  	  
	 007986
		ARRINGTON RANCH #2-53		DEVON ENERGY PRODUCTION, CO LP		ABANDONED WELL		TEXAS		HEMPHILL		SEC 53 BLK A-2 H&GN RR CO SUR		201001		 	(329	) 
	 001084
		ARRINGTON, FRENCH #1&2		APACHE CORPORATION		PRODUCING WELL		TEXAS		HEMPHILL		SEC 54 BLOCK A-2 H&GN RR SURV		201108		 	(2,839	) 
	 006337
		ARRINGTON, FRENCH #7-54		APACHE CORPORATION		PRODUCING WELL		TEXAS		HEMPHILL		SEC 54 BLK A-2 H&GN SVY		201108		 	(7,925	) 
	 011036
		ARTHUR 2-6		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		6-38N-90W		201108		 	(18,848	) 
	 026571
		ASHBY, EVA #10-29		NOBLE ENERGY INC		PRODUCING WELL		OKLAHOMA		CUSTER		29-13N-14W		201108		 	(1,651	) 
	 026640
		ASHBY, EVA #12-29		NOBLE ENERGY INC		PRODUCING WELL		OKLAHOMA		CUSTER		29-13N-14W		201108		 	1,124	  
	 026607
		ASHBY, EVA #13-29		NOBLE ENERGY INC		PRODUCING WELL		OKLAHOMA		CUSTER		29-13N-14W		201108		 	8,917	  
	 026556
		ASHBY, EVA #8-29		NOBLE ENERGY INC		PRODUCING WELL		OKLAHOMA		CUSTER		29-13N-14W		201108		 	1,367	  
	 026557
		ASHBY, EVA #9-29		NOBLE ENERGY INC		PRODUCING WELL		OKLAHOMA		CUSTER		29-13N-14W		201108		 	1,045	  
	 036104
		ATHERTON #4-69		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		TEXAS		WHEELER		SECTION 69, BLK A-7, H&GN SVY		201108		 	751	  
	 044764
		ATTEBERRY #2-15H		XTO ENERGY INC.		PRODUCING WELL		OKLAHOMA		PITTSBURG		15-04N-14E		201108		 	(5,284	) 
	 012502
		AUSTIN #1-33		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		33-39N-90W		201108		 	(15,393	) 
	 012711
		AUSTIN #2-33		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		33-39N-90W		201108		 	3,024	  
	 034564
		AWG #1-36		SEECO, INC		PRODUCING WELL		ARKANSAS		FRANKLIN		36-10N-27W		201108		 	420	  
	 030975
		BAIRD #1-11		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		11-9N-18W		201109		 	5,758	  
	 034492
		BAKER #1-22 ST-1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		GRADY		22-4N-7W		201109		 	(222,724	) 
	 006118
		BAKER UNIT 1-34		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		CADDO		34-11N-11W ALL		201108		 	(55,701	) 
	 007143
		BAKER-FLENNER #1-20		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		20-12N-23W		201109		 	11,019	  
	 040215
		BAKKE WIATT 1-A		OSBORN HEIRS COMPANY		PRODUCING WELL		KANSAS		KEARNY		09-24S-38W		201107		 	831	  
	 033103
		BALDY BUTTE #1-8		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		WYOMING		CARBON		8-17N-92W		201108		 	(173	) 
	 043408
		BALDY BUTTE 11-8-17-92		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		WYOMING		CARBON		08-17N-92W		201108		 	(376	) 
	 042038
		BALDY BUTTE 3A-8-17-92		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		WYOMING		CARBON		08-17N-92W		201108		 	(850	) 
	 036669
		BALDY BUTTE 8-8-17-92		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		WYOMING		CARBON		08-17N-92W		201108		 	(194	) 
	 043406
		BALDY BUTTE 9-8-17-92		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		WYOMING		CARBON		08-17N-92W		201108		 	(773	) 
	 039316
		BALM #1H-14		NEWFIELD EXPLORATION MID CONT		PRODUCING WELL		OKLAHOMA		COAL		14-02N-11E		201108		 	149	  
	 011053
		BALZER 1-26		CORY, KENNETH W.		PRODUCING WELL		OKLAHOMA		TEXAS		26-4N-17E		201108		 	(15,184	) 
	 036626
		BANDY #4-13		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		ROGER MILLS		13-12N-21W		201108		 	8,346	  
	 033418
		BANJO #1-31		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		31-13N-16W		201108		 	7	  
	 036415
		BANK OF MINDEN #2-ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		03-17N-09W		201109		 	105	  
	 035642
		BANK OF MINDEN TRUST 1		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		3-17N-9W		201109		 	495	  
	 011054
		BANKS 1-20		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		20-14N-20W		201108		 	190	  
	 006001
		BARBARA #1-16		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		ROGER MILLS		16-15N-21W		201108		 	46	  
	 003443
		BARKER, GLEN		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		ARKANSAS		FRANKLIN		30-7N-28W		201108		 	410	  
	 011057
		BARKER, ROY #1 HB		QUANTUM RESOURCES MANAGEMENT		SHUT DOWN OR T&A		OKLAHOMA		ROGER MILLS		2-13N-26W		201012		 	(5,858	) 
	 008930
		BARROW #1-31		LINN OPERATING INC		PRODUCING WELL		OKLAHOMA		CADDO		31-10N-11W		201108		 	(470	) 
	 008498
		BARROW #1-8		MARATHON OIL COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		8-9N-19W		201108		 	98	  
	 034622
		BARROW #2-31		LINN OPERATING INC		PRODUCING WELL		OKLAHOMA		CADDO		NW/SE SEC 31-10N-11W		201108		 	(1,622	) 
	 007025
		BARTON JOE #1		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		LIPSCOMB		SEC 974 BLK 43 H&TC RR CO SUR		201109		 	387	  
	 037038
		BASEY #1 [MV]		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		05-33N-9W		201109		 	(16,180	) 
	 037039
		BASEY 1A [MV]		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		05-33N-9W		201109		 	(31,670	) 
	 006244
		BASSETT #1-24		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		GRADY		24-8N-6W CNE		201109		 	14,915	  
	 032257
		BASSETT WILLIAM P GU #1		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		TEXAS		RUSK		JAMES W BRANC SVY, A-116H		201106		 	15,618	  
	 032258
		BASSETT WILLIAM P GU #2		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		TEXAS		RUSK		MCWILLIAMS M SVY, A-565		201108		 	(255	) 
	 032259
		BASSETT WILLIAM P GU #3		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		TEXAS		RUSK		LANE ROBERT L SVY, A-504		201108		 	3,561	  
	 032288
		BASSETT WILLIAM P GU #4		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		TEXAS		RUSK		FLETCHER GEORGE SVY, A-295		201108		 	3,535	  
	 034214
		BASSETT WILLIAM P GU #6		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		RUSK		R LANE SVY, A-504		201104		 	24,224	  
	 035085
		BATES 1		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		22 18N 8W N2 SW NE		201109		 	3,360	  
	 007892
		BATTIEST #1-11		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		STEPHENS		11-1N-5W		201109		 	(2,218	) 
	 004292
		BATTLES #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		21-4N-14E		201109		 	3,694	  
	 025596
		BAUGHN #1-18		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		STEPHENS		18-2N-7W		201108		 	(44	) 









																			
	 		 		 		 		 		 		 		PRODUCTION		NET	 
	 LEASE #
		 LEASE NAME
		 OPERATOR NAME
		 WELL STATUS
		 STATE
		 COUNTY
		 LEGAL DESCRIPTION
		 MONTH
		IMBALANCE	 
	 025852
		BAUGHN #2-18		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		STEPHENS		18-02N-07W		201108		 	(66	) 
	 039823
		BEACHY #3		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CUSTER		04-14N-14W (SW/4)		201109		 	2,165	  
	 021165
		BEACHY 1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CUSTER		4-14N-14W		201109		 	414	  
	 021166
		BEACHY 2		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CUSTER		4-14N-14W		201109		 	13,669	  
	 030329
		BEALS 1-26		MERIT ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		26-16N-23W		201108		 	(6,176	) 
	 012689
		BEARD #7-2		CONOCOPHILLIPS COMPANY		SHUT DOWN OR T&A		WYOMING		FREMONT		2-38N-90W		201108		 	(3,964	) 
	 037041
		BEASTON #2		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		32-34N-9W		201109		 	1,946	  
	 037042
		BEASTON #2A		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		32-34N-9W		201109		 	9,299	  
	 035587
		BEATTY #2		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		34 18N 9W NW SE SW		201109		 	754	  
	 035297
		BEATTY ET AL 1		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		34 18N 9W SW SW SW		201109		 	323	  
	 003786
		BEATY #1		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		LE FLORE		33-10N-27E		201108		 	922	  
	 031193
		BECK #1-19		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		CUSTER		19-12N-20W		201108		 	336	  
	 032874
		BECK, J.D. #1-18		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		CUSTER		18-12N-20W		201108		 	(5,728	) 
	 039525
		BECKI #1-36		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		36-14N-25W		201109		 	1,695	  
	 039788
		BEGERT #38-1		GRANITE OPERATING CO		APO ONLY		TEXAS		HEMPHILL		SEC 38 BLK A-1 H&GN RR CO SVY		201107		 	(313	) 
	 008860
		BELCHER		KAISER-FRANCIS OIL COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		25, 26, 35, 36-5N-11W		201108		 	1,100	  
	 021177
		BELCHER UNIT A O #1		FOREST OIL CORPORATION		PRODUCING WELL		OKLAHOMA		CADDO		23-5N-11W		201108		 	2,104	  
	 006544
		BELL UNIT #1		CIMAREX ENERGY CO.		PRODUCING WELL		TEXAS		HEMPHILL		18 BLK M-1 H&GN SURVEY		201108		 	629	  
	 035270
		BENNETT A-1		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		21 18N 8W SW SE NE		201108		 	121	  
	 034216
		BENNIE #1-17		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		ROGER MILLS		17-12N-21W		201108		 	844	  
	 011076
		BENNIGHT 2-28		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		PITTSBURG		28-8N-17E		201108		 	913	  
	 001158
		BERENDS		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BEAVER		33-6N-28ECM		201109		 	6,312	  
	 006007
		BERGMAN #1-26		CHESAPEAKE OPERATING, INC.		SHUT DOWN OR T&A		OKLAHOMA		CUSTER		26-12N-15W		200211		 	26,356	  
	 001162
		BERGMAN #2-30		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		OKLAHOMA		CUSTER		30-13N-14W		201108		 	8,486	  
	 001167
		BERRY #1-7		QUANTUM RESOURCES MANAGEMENT		PRODUCING WELL		OKLAHOMA		ROGER MILLS		7-13N-24W		201108		 	(6,589	) 
	 001168
		BERRY #1-8		QUANTUM RESOURCES MANAGEMENT		PRODUCING WELL		OKLAHOMA		ROGER MILLS		8-13N-24W		201108		 	284,796	  
	 042953
		BERRY #2R-12		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		12-13N-25W		201108		 	(13,505	) 
	 007868
		BERRY, BRYAN 1-6 LEASE		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		6-13N-24W		201108		 	(252	) 
	 004972
		BERRYMAN #1-19 (SWIFT)		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ELLIS		19-19N-23W		201109		 	2,625	  
	 004971
		BERRYMAN #1-30		KAISER-FRANCIS OIL COMPANY		PRODUCING WELL		OKLAHOMA		ELLIS		30-19N-23W		201108		 	2,663	  
	 005215
		BERRYMAN #2-19		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ELLIS		19-19N-23W		201109		 	42,597	  
	 021190
		BERRYMAN 1-4		CISCO OPERATING LLC		PRODUCING WELL		OKLAHOMA		ELLIS		4-18N-23W		201108		 	2,349	  
	 004968
		BERRYMAN A #1-20		KAISER-FRANCIS OIL COMPANY		SHUT DOWN OR T&A		OKLAHOMA		ELLIS		20-19N-23W		200901		 	12,472	  
	 007054
		BERRYMAN, JAMES E. #1		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		ELLIS		13-17N-23W		201108		 	777	  
	 007060
		BERRYMAN, JAMES F #1		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		ELLIS		16-17N-23W		201108		 	12,281	  
	 034854
		BETTY ANNE #1-11		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		BEAVER		11-1N-27ECM		201108		 	4,799	  
	 004698
		BETTY JOE #1-32		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		WOODS		32-24N-13W		201103		 	(2	) 
	 042588
		BETTY LOU #1-28		LINN OPERATING INC		PRODUCING WELL		OKLAHOMA		KINGFISHER		W/2 SEC 27&E/2 SEC 28-16N-09W		201108		 	2	  
	 004829
		BEUTLER #1-13		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		13-12N-21W		201109		 	5,458	  
	 037285
		BEUTLER #5-13		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		ROGER MILLS		13-12N-21W		201108		 	4,503	  
	 031169
		BEVERLY ANN #11-2		MARATHON OIL COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		2-14N-22W		201108		 	(1,583	) 
	 037045
		BIG JOHN 33-7-10 #3		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		10-33N-7W E/2		201109		 	(9	) 
	 038612
		BIG JOHN 33-7-10 #4		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		10-33N-07W E/2		201109		 	716	  
	 030097
		BIGGER #1-6		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		PITTSBURG		6-3N-14E		201108		 	2,634	  
	 004295
		BIGGERS A #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		8-3N-14E		201109		 	17,526	  
	 003333
		BIGGERSTAFF #1-27		OGP OPERATING, INC.		PRODUCING WELL		ARKANSAS		CRAWFORD		27-9N-31W		201108		 	(860	) 
	 040438
		BINGHAM #1-12		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		WOODWARD		12-24N-18W		201108		 	6,960	  
	 001187
		BINZ #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		ARKANSAS		LOGAN		20-8N-26W		201109		 	838	  
	 045670
		BLACK #49-3H		LINN OPERATING INC		PRODUCING WELL		TEXAS		WHEELER		SEC 49 BLK A3 H&GN SVY		201108		 	(5,181	) 
	 046011
		BLACK #50-3H		NEWFIELD EXPLORATION MID CONT		PRODUCING WELL		TEXAS		WHEELER		SEC 31 BLK A3 H&GN SVY (SHL)		201108		 	106,472	  
	 012856
		BLACK WOLF #4-28		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		CUSTER		28-14N-20W		201108		 	4,354	  
	 006691
		BLACK WOLF 1-28		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		CUSTER		28-14N-20W		201108		 	(3,324	) 
	 011090
		BLACK WOLF 2-28		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		CUSTER		28-14N-20W		201108		 	5,237	  
	 006809
		BLANC 1-1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CANADIAN		1-11N-8W		201109		 	2,119	  
	 033353
		BLANTON #7-9		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		9-9N-19W		201108		 	753	  
	 043293
		BLANTON 7-4		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		04-09N-19W		201108		 	6,465	  
	 035098
		BLOXOM, T C ET AL 1 ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		5 17N 9W NE SW NE		201109		 	41,430	  
	 035618
		BLOXOM, T C ET AL 2 ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		5 17N 9W SW NW SE		201109		 	1,620	  
	 004296
		BLUE CREEK #1-7		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		OKLAHOMA		PITTSBURG		7-2N-14E		201108		 	807	  
	 004160
		BLUE CREEK #1-8 (HUNTON)		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		OKLAHOMA		PITTSBURG		8-2N-14E		201108		 	43,626	  
	 043182
		BLUE CREEK #1H-7		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		07-02N-14E		201109		 	6,691	  
	 004046
		BLUE CREEK #2-7		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		7-2N-14E		201109		 	13,598	  
	 001204
		BOARDWALK #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		7-4N-15E		201109		 	3,336	  
	 013559
		BOATMAN #2-23		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ELLIS		23-23N-24W		201109		 	23,004	  
	 043792
		BOATSMAN 2-4H		PENN VIRGINIA MC ENERGY LLC		PRODUCING WELL		OKLAHOMA		WASHITA		04-11N-16W		201107		 	6,170	  
	 001205
		BOBO UNIT #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		16-5N-17E		201109		 	3,952	  
	 035053
		BODCAW 1 ALT		SAMSON CONTOUR ENERGY E&P, LLC		SHUT DOWN OR T&A		LOUISIANA		WEBSTER		35 18N 9W SE NW SW		201105		 	(3,307	) 
	 036756
		BODCAW LUMBER CO #2 ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		35-18N-09W		201109		 	3,846	  
	 005692
		BOEHS #2-4		COMANCHE PRODUCTION, INC.		PRODUCING WELL		OKLAHOMA		MAJOR		4-20N-15W		201108		 	(328	) 
	 006330
		BOGGES #2-29		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		OKLAHOMA		ROGER MILLS		29-13N-22W		201108		 	5,717	  
	 033083
		BOGGES #3-29		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		OKLAHOMA		ROGER MILLS		29-13N-22W		201108		 	167	  
	 035980
		BOGGES #4-29		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		OKLAHOMA		ROGER MILLS		29-13N-22W		201108		 	(42	) 
	 011098
		BOGGES 1-21		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		21-13N-22W		201109		 	1,307	  
	 011099
		BOGGES 2-21		SAMSON RESOURCES COMPANY		SHUT DOWN OR T&A		OKLAHOMA		ROGER MILLS		21-13N-22W		200801		 	13,698	  
	 004909
		BOGGS #1-X		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		ROGER MILLS		3-12N-23W		201108		 	(26,333	) 
	 034657
		BOGGS #2-3		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		ROGER MILLS		3-12N-23W		201108		 	1,199	  
	 021231
		BOLLINGER A-1		NADEL & GUSSMAN OPERATING		PRODUCING WELL		OKLAHOMA		CANADIAN		26-11N-8W		201108		 	(7,258	) 
	 003360
		BOLLINGER TR#1		SAMSON RESOURCES COMPANY		PRODUCING WELL		ARKANSAS		FRANKLIN		19-7N-28W		201109		 	131,197	  
	 037046
		BONDAD 33-10 #9		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		01-33N-10W		201109		 	24,017	  
	 037047
		BONDAD 33-10 #9A (MV)		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		01-33N-10W		201109		 	1,995	  
	 037048
		BONDAD 33-9 #20		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		05-33N-9W		201109		 	13,893	  
	 026744
		BONICELLI #1-35H		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		HUGHES		35-04N-11E		201108		 	2,018	  
	 021238
		BOOTH 2-22		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		STEPHENS		22-2N-8W		201108		 	(37,948	) 
	 042881
		BOTTOMS 2-23		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		23-14N-23W		201109		 	(368	) 
	 021248
		BOWIE 3-9 (ANSON’S)		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		WASHITA		9-8N-20W		201108		 	(30,025	) 
	 034164
		BOWMAN #7		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		20-5N-17E		201108		 	4,646	  
	 004248
		BOWMAN, PAULINE #1		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		20-5N-17E		201104		 	447	  
	 004392
		BOWMAN, PAULINE #3		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		20-5N-17E		201108		 	13,445	  
	 005980
		BOWMAN, PAULINE #5		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		20-5N-17E		201108		 	21,885	  
	 030003
		BOX #3-13 #1C & #1T		SAMSON RESOURCES COMPANY		PRODUCING WELL		ALABAMA		LAMAR		3-16S-16W		201109		 	96,935	  
	 032828
		BOX 3-13 #2		SAMSON RESOURCES COMPANY		PRODUCING WELL		ALABAMA		LAMAR		W/2 SEC 3-16S-16W		201109		 	(17,176	) 
	 007507
		BOYD AE 2		SHERIDAN PRODUCTION CO LLC		PRODUCING WELL		OKLAHOMA		HARPER		19-26N-24W		201108		 	849	  
	 035182
		BOYET 1 ALT		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		24 18N 9W SW SE SE		201108		 	319	  
	 035320
		BOYET 2 ALT		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		24 18N 9W SW NE SE		201108		 	(1,458	) 
	 036347
		BRACKIN 4 #1-ALT		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		04-17N-09W		201108		 	144	  
	 001243
		BRADFORD #1A		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		LIPSCOMB		SEC 686 BLK 43 H&TC RY CO		201109		 	1,682	  
	 003798
		BRADFORD B #1		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		TEXAS		LIPSCOMB		687, BLK 43, H&TC SVY		201108		 	57	  
	 011104
		BRADFORD, E.L. 19-15		SAMSON RESOURCES COMPANY		PRODUCING WELL		ALABAMA		LAMAR		19-16S-15W		201109		 	26,263	  









																			
	 		 		 		 		 		 		 		PRODUCTION		NET	 
	 LEASE #
		 LEASE NAME
		 OPERATOR NAME
		 WELL STATUS
		 STATE
		 COUNTY
		 LEGAL DESCRIPTION
		 MONTH
		IMBALANCE	 
	 008723
		BRADFORD, R.C. #2-A		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		LIPSCOMB		SEC 686 BLK 43 H&TC SURVEY		201109		 	23,624	  
	 008274
		BRADFORD, R.C. #3-A		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		LIPSCOMB		SEC 686 BLK 43 H&TC RR SVY		201109		 	12,894	  
	 004890
		BRADLEY #2-6		RANGE HOLDCO INC.		PRODUCING WELL		OKLAHOMA		WOODWARD		6-24N-18W		201108		 	24	  
	 007866
		BRADSHAW, M.G. #1-27		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		27-14N-24W		201109		 	359	  
	 037388
		BRASWELL #8-5		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		08-17N-09W		201109		 	78,261	  
	 035644
		BRASWELL 8 #1 ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		8-17N-9W		201109		 	37,266	  
	 036111
		BRASWELL 8 #2 ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		8-17N-9W		201109		 	1,600	  
	 036508
		BRASWELL 8 #3 ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		08-17N-09W		201109		 	6,703	  
	 036678
		BRASWELL 8 #4 ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		08-17N-09W		201109		 	9,144	  
	 035313
		BRASWELL ET AL 1		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		5 17N 9W SE SE NW		201109		 	283	  
	 030100
		BRAZIL #1-24		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		24-4N-15E		201109		 	2,210	  
	 036039
		BRAZIL #2-24		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		24-4N-15E		201109		 	(6	) 
	 036367
		BRAZIL #3-24		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		24-04N-15E		201109		 	2,808	  
	 036194
		BRAZZEL 16 #1 & 16 #1D ALT		EL PASO E&P COMPANY LP		SHUT DOWN OR T&A		LOUISIANA		DESOTO		16-14N-13W		200912		 	1,604	  
	 039901
		BRIANNA #1-33 (ATOKA)		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		33-11N-12W		201109		 	542	  
	 006363
		BRITT #1-29		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		WHEELER		SEC 29 BLK RE ROBERTS & EDDLEM		201109		 	3,768	  
	 044657
		BRITT E 8SL-11		NEWFIELD EXPLORATION MID CONT		PRODUCING WELL		TEXAS		WHEELER		SEC 8 BLK 2 B&B SVY		201108		 	—  	  
	 044658
		BRITT E 8SL-12		NEWFIELD EXPLORATION MID CONT		PRODUCING WELL		TEXAS		WHEELER		SEC 8 BLK 2 B&B SVY		201108		 	—  	  
	 040436
		BRITT RANCH E 8 #8		NEWFIELD EXPLORATION MID CONT		PRODUCING WELL		TEXAS		WHEELER		SEC 8 BLK 2 B&B SVY		201108		 	—  	  
	 033447
		BROADIE #1-36		LOBO EXPLORATION CO.		PRODUCING WELL		OKLAHOMA		BEAVER		36-6N-27ECM		201108		 	684	  
	 033388
		BROADIE #2-36		LOBO EXPLORATION CO.		PRODUCING WELL		OKLAHOMA		BEAVER		36-6N-27ECM		201108		 	(551	) 
	 044859
		BRONSON 31X-14		XTO ENERGY INC.		PRODUCING WELL		NORTH DAKOTA		WILLIAMS		SEC 14 & 23-159N-96W		201108		 	1,036	  
	 004303
		BROOME #1-29		MONTGOMERY EXPLORATION COMPANY		PRODUCING WELL		OKLAHOMA		LE FLORE		29-8N-24E		201108		 	3,866	  
	 004596
		BROOME #2-29		UNIT PETROLEUM COMPANY		PRODUCING WELL		OKLAHOMA		LE FLORE		29-8N-24E		201108		 	(3,576	) 
	 037527
		BROWN #1-10		LINN OPERATING INC		PRODUCING WELL		OKLAHOMA		CADDO		10-09N-11W		201108		 	1,652	  
	 007154
		BROWN #1-14		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		14-10N-23W		201109		 	6,052	  
	 012658
		BROWN #2-11		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		11-14N-23W		201108		 	(2,170	) 
	 036106
		BROWN #2-14		SAMSON RESOURCES COMPANY		SHUT DOWN OR T&A		OKLAHOMA		BECKHAM		14-10N-23W		201109		 	12,554	  
	 012690
		BROWN #3-11		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		11-14N-23W		201109		 	3,082	  
	 012724
		BROWN #5-11		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		11-14N-23W		201109		 	5,718	  
	 006959
		BROWN FOUNDATION #1-14		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		WASHITA		14-11N-15W		201108		 	146	  
	 006960
		BROWN FOUNDATION #2-14		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		WASHITA		14-11N-15W		201108		 	(24,888	) 
	 036133
		BROWN FOUNDATION #5-14		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		WASHITA		14-11N-15W		201108		 	4,734	  
	 032260
		BROWN KATHLEEN LEE GU #1		NFR ENERGY LLC		PRODUCING WELL		TEXAS		RUSK		E.R. JONES & P. CHISM SVYS		201106		 	1,318	  
	 032807
		BROWN KATHLEEN LEE GU #3		NFR ENERGY LLC		PRODUCING WELL		TEXAS		RUSK		E.R. JONES SVY, A-466		201106		 	989	  
	 044434
		BROWN SW MINERALS 26H-1		SWEPI LP		PRODUCING WELL		LOUISIANA		RED RIVER		26-14N-10W		201108		 	692	  
	 008572
		BROWNEN #1-5		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		5-9N-9W		201109		 	7,477	  
	 007011
		BROYLES M W #1		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		LIPSCOMB		SEC 978 BLK 43, H&TC RR CO SUR		201103		 	—  	  
	 007183
		BROYLES M W #2-978		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		LIPSCOMB		SEC 978 BLK 43, H&TC RR CO SUR		201103		 	—  	  
	 032962
		BRYANT #1		KAISER-FRANCIS OIL COMPANY		PRODUCING WELL		OKLAHOMA		ELLIS		3-19N-21W		201108		 	54	  
	 001278
		BRYANT #1-21		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		21-14N-26W		201109		 	41,358	  
	 025196
		BRYANT #2-44		CREST RESOURCES, INC.		PRODUCING WELL		TEXAS		WHEELER		SEC 44, BLK A-7, H&GN SVY		201108		 	1,690	  
	 025345
		BRYANT #3-44		CREST RESOURCES, INC.		PRODUCING WELL		TEXAS		WHEELER		SEC 44, BLK A-7, H&GN SVY		201108		 	851	  
	 025845
		BRYANT #5-44		CREST RESOURCES, INC.		PRODUCING WELL		TEXAS		WHEELER		SEC 44 BLK A-7 H&GN SVY		201108		 	17,107	  
	 021306
		BRYANT 1-22		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		WHEELER		SEC 22 BLK A-7 H&GN SURVEY		201109		 	14,426	  
	 021307
		BRYANT, F D #1		CHEVRON USA INC		PRODUCING WELL		TEXAS		WHEELER		SEC 44 BLK A-47 H&GN SURVEY		201108		 	1,036	  
	 040161
		BUCK 1- 2		NOBLE ENERGY INC		PRODUCING WELL		KANSAS		KEARNY		15-23S-38W		201105		 	33,046	  
	 036981
		BUCK DRAW #17-1		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		17-21N-92W		201108		 	(828	) 
	 004305
		BUELA MAE #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		18-3N-14E		201109		 	5,759	  
	 034442
		BUFFALO CREEK #1-17		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		BECKHAM		17-10N-25W		201108		 	231	  
	 006156
		BULLARD #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		DEWEY		33-17N-20W ALL		201109		 	898	  
	 001282
		BULLARD UNIT #1		WILLIFORD ENERGY CO.		PRODUCING WELL		OKLAHOMA		LATIMER		9-5N-19E		201108		 	(1,275	) 
	 045707
		BULLITT #1-25H		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		25-11N-18W		201109		 	(5,800	) 
	 035141
		BURKHALTER 1		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		33-18N-9W		201108		 	872	  
	 011644
		BURL #1-7 (MDU-CODY A)		CONOCOPHILLIPS COMPANY		 FACILITY - NON
 FEE; NON ALLOC
		WYOMING		FREMONT		7-38N-90W		200905		 	56,128	  
	 040162
		BURNETT 1-2		NOBLE ENERGY INC		PRODUCING WELL		KANSAS		KEARNY		13-23S-37W		201108		 	30,687	  
	 006172
		BURNS-ESTES #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		10-13N-26W ALL		201109		 	819	  
	 040261
		BURRIS 1-19		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		HASKELL		19-09N-23E		201108		 	(392	) 
	 001298
		BURROWS #1		SAMSON RESOURCES COMPANY		SHUT DOWN OR T&A		OKLAHOMA		LE FLORE		34-9N-24E		201010		 	6,270	  
	 035529
		BURSON 3		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		24 18N 9W NE SE SW		201108		 	1,324	  
	 035181
		BURSON, CLAUDE 1 ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		34 18N 9W SW NE NE		201109		 	(4,017	) 
	 036251
		BURSON, ET AL 27 #2 ALT		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		27-18N-9W		201108		 	9,387	  
	 038058
		BURSON, ET AL 27 #3-ALT		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		27-18N-09W		201108		 	3,868	  
	 041703
		BURSON-COOKE #1 ALT		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		27-18N-09W		201108		 	6,741	  
	 035136
		BURSON-MEARS 1		EL PASO E&P COMPANY LP		SHUT DOWN OR T&A		LOUISIANA		WEBSTER		27 18N 9W SE NW SW		200905		 	7,613	  
	 035268
		BURSON-MEARS A-1 ALT		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		26-18N-9W		201108		 	(1,632	) 
	 035326
		BURSON-MEARS A-2 ALT		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		26-18N-9W		201108		 	1,791	  
	 035317
		BURSON-MEARS B-1 ALT		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		33-18N-9W		201108		 	1,618	  
	 030168
		BURTON #1		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		LOUISIANA		BOSSIER		SEC 34,T22N-R12W		201108		 	9,455	  
	 036676
		BURTON #2 ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		34-18N-09W		201109		 	3,825	  
	 035246
		BURTON ET AL 1-ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		34 18N 9W NE NW SW		201109		 	3,373	  
	 005431
		BUSE #1-8		XTO ENERGY INC.		PRODUCING WELL		OKLAHOMA		PITTSBURG		8-5N-13E		201108		 	(216	) 
	 030005
		BUSH #14-15		SOUTHERN BAY OPERATING LLC		PRODUCING WELL		ALABAMA		PICKENS		14-18S-14W		201108		 	(3,540	) 
	 001301
		BUSH UNIT		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		HASKELL		5-7N-22E		201109		 	(1,249	) 
	 030006
		BUSH, DAVID #14-14		SAMSON RESOURCES COMPANY		PRODUCING WELL		ALABAMA		PICKENS		14-18S-14W		201109		 	20,806	  
	 001315
		BYRD UNIT #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		SEQUOYAH		22-10N-25E		201109		 	(215	) 
	 012766
		BYRUM #2		APACHE CORPORATION		PRODUCING WELL		TEXAS		ROBERTS		SEC 11,BLK M-2, H&GN SVY		201108		 	3,939	  
	 035153
		CAB HUGHES 2		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		PITTSBURG		4-6N-17E NW NW		201108		 	903	  
	 008944
		CABLE #1-13		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		13-4N-14E		201108		 	14,575	  
	 001319
		CABLE #1-18		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		18-4N-15E		201108		 	(9,096	) 
	 005035
		CABLE #3-18		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		18-4N-15E		201108		 	9,775	  
	 030790
		CABLE #4A-18		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		18-4N-15E		201108		 	7,646	  
	 033889
		CABLE #5-18		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		18-4N-15E		201108		 	639	  
	 034270
		CABS #1-28		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		BECKHAM		28-12N-21W		201108		 	1,201	  
	 001323
		CAHOON #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		ARKANSAS		SEBASTIAN		30-6N-31W		201109		 	50	  
	 041293
		CAHOON #2-30		SAMSON RESOURCES COMPANY		PRODUCING WELL		ARKANSAS		SEBASTIAN		30-06N-31W		201109		 	150	  
	 036580
		CAITLIN-ABRAHAM #1-13		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 13 BLK 1 I&GN SVY		201109		 	2,023	  
	 036665
		CAITLIN-ABRAHAM #2-13		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 13 BLK 1 I&GN SVY		201109		 	398	  
	 004465
		CALEDONIA #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		HASKELL		14-7N-19E		201109		 	7,689	  
	 033438
		CALVERT #2-30		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		ROGER MILLS		30-13N-22W		201108		 	90	  
	 034800
		CALVERT #3-30		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		ROGER MILLS		30-13N-22W		201108		 	1,216	  
	 037822
		CALVERT #4-30		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		ROGER MILLS		30-13N-22W		201108		 	(2	) 
	 006754
		CALVERT 1-30		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		30-13N-22W		201109		 	14,781	  
	 003423
		CALVERY #1-14		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		MAJOR		14-23N-16W		201109		 	4,430	  
	 036928
		CAMERON #7-9		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		ROGER MILLS		09-13N-24W		201108		 	1,070	  
	 040163
		CAMPBELL 1 A-2		NOBLE ENERGY INC		PRODUCING WELL		KANSAS		KEARNY		31-25S-35W		201108		 	23,935	  
	 040164
		CAMPBELL 2-2		NOBLE ENERGY INC		SHUT DOWN OR T&A		KANSAS		KEARNY		07-25S-35W		201012		 	13,437	  
	 040165
		CAMPBELL 3 A-2		NOBLE ENERGY INC		PRODUCING WELL		KANSAS		KEARNY		19-25S-35W		201108		 	4,832	  









																			
	 		 		 		 		 		 		 		PRODUCTION		NET	 
	 LEASE #
		 LEASE NAME
		 OPERATOR NAME
		 WELL STATUS
		 STATE
		 COUNTY
		 LEGAL DESCRIPTION
		 MONTH
		IMBALANCE	 
	 040166
		CAMPBELL 4-2		NOBLE ENERGY INC		PRODUCING WELL		KANSAS		KEARNY		06-25S-35W		201108		 	11,664	  
	 040167
		CAMPBELL 5-2		NOBLE ENERGY INC		PRODUCING WELL		KANSAS		KEARNY		19-24S-35W		201108		 	6,057	  
	 040168
		CAMPBELL 6-2		NOBLE ENERGY INC		PRODUCING WELL		KANSAS		KEARNY		17-25S-35W		201108		 	7,861	  
	 040169
		CAMPBELL 8-2		NOBLE ENERGY INC		PRODUCING WELL		KANSAS		KEARNY		24-25S-36W		201108		 	19,132	  
	 040170
		CAMPBELL 9-2		NOBLE ENERGY INC		PRODUCING WELL		KANSAS		KEARNY		29-25S-35W		201108		 	15,518	  
	 001325
		CAMPBELL #1A		KAISER-FRANCIS OIL COMPANY		PRODUCING WELL		OKLAHOMA		WOODWARD		10-21N-21W		201108		 	(1,419	) 
	 032887
		CAMPBELL #5-2		CHEVRON USA INC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 2, B&B SVY		201108		 	(2	) 
	 040173
		CAMPBELL 14-2		NOBLE ENERGY INC		PRODUCING WELL		KANSAS		KEARNY		20-25S-35W		201108		 	(3,195	) 
	 040154
		CAMPBELL 15		XTO ENERGY INC.		PRODUCING WELL		KANSAS		KEARNY		31-25S-35W		201108		 	65	  
	 040174
		CAMPBELL 15-2		NOBLE ENERGY INC		PRODUCING WELL		KANSAS		KEARNY		31-25S-35W		201108		 	10,920	  
	 036581
		CAMPBELL RANCH #1-11		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 11 BLK 1 I&GN SVY		201109		 	414	  
	 036176
		CAMPBELL RANCH #1-35		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 35, BLK 1, I&GN SVY		201109		 	2,071	  
	 036767
		CAMPBELL RANCH #3-11		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 11 BLK 1 I&GN SVY		201109		 	1,786	  
	 036206
		CAMPBELL RANCH #3-13		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 13, BLK 1 I&GN SVY SW/4		201109		 	107	  
	 038143
		CAMPBELL RANCH #3-36		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 36 BLK 1 I&GN SVY		201109		 	807	  
	 036877
		CAMPBELL RANCH #4-11		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 11 BLK 1 I&GN SVY		201109		 	881	  
	 036297
		CAMPBELL RANCH #4-13		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 13 BLK 1 I&GN SVY NE/4		201109		 	3,166	  
	 038361
		CAMPBELL RANCH #4-36		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 36 BLK 1 I&GN SVY		201109		 	1,157	  
	 037946
		CAMPBELL RANCH #5-11		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 11 BLK 1 I&GN SVY		201109		 	1,141	  
	 038487
		CAMPBELL RANCH #5-13		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 13 BLK 1 I&GN SVY		201109		 	7,727	  
	 036296
		CAMPBELL RANCH #5-36		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 36 BLK 1 I&GN SVY		201109		 	360	  
	 036536
		CAMPBELL RANCH #6-13		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 13 BLK 1 I&GN SVY SE/4		201109		 	359	  
	 006176
		CAMPBELL UNIT #1-11		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 11 BLK 1 I&GN SURVEY		201109		 	43,950	  
	 006291
		CAMPBELL WEBB #1-28		SAMSON LONE STAR, LLC		SHUT DOWN OR T&A		TEXAS		WHEELER		SEC 28 BLK RE, ROBERTS & EDDLE		201101		 	57,028	  
	 031042
		CAMPBELL WEBB #2-28		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		TEXAS		WHEELER		SEC 28,BLK RE,ROB & EDEL SVY		201108		 	(782	) 
	 021354
		CANADIAN #1		SAMSON LONE STAR, LLC		ABANDONED WELL		TEXAS		HEMPHILL		SEC 126, BLK 42, H&TC SVY		201102		 	(17,488	) 
	 003739
		CANTWELL, C.S. #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		LE FLORE		10-8N-27E		201109		 	3,321	  
	 036419
		CARLEIGH-COFFEE #1-12		SAMSON LONE STAR, LLC		SHUT DOWN OR T&A		TEXAS		HEMPHILL		SEC 12 BLK 1 I&GN SVY		201109		 	1,130	  
	 007408
		CARLISLE #1-10		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BEAVER		10-3N-28ECM		201109		 	23,935	  
	 007426
		CARLISLE #12-10		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BEAVER		10-3N-28ECM		201109		 	690	  
	 007420
		CARLISLE #6		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BEAVER		21-3N-28ECM		201109		 	4,362	  
	 041398
		CARNEY #2-28		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		28-04N-15E		201109		 	1,591	  
	 006536
		CAROL #1-28		LAREDO PETROLEUM INC		PRODUCING WELL		OKLAHOMA		CADDO		28-5N-9W		201108		 	84	  
	 033554
		CAROLYN #2-2		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		CADDO		2-6N-9W		201108		 	222	  
	 041645
		CAROLYN #5-4		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		04-09N-19W		201108		 	26,426	  
	 011154
		CARR #1-36		JMA ENERGY COMPANY, LLC-ROYALT		PRODUCING WELL		OKLAHOMA		ROGER MILLS		36-12N-24W		201108		 	54	  
	 001336
		CARR UNIT #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		12-7N-18E		201109		 	19,234	  
	 013068
		CARREL #2-11		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		11-14N-23W		201109		 	1,928	  
	 011155
		CARREL 1-11 BG1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		11-14N-23W		201109		 	15	  
	 004679
		CARSON #1-30		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		HASKELL		30-10N-23E		201109		 	20,217	  
	 044247
		CARTER #1-6H		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		06-15N-19W		201108		 	(918	) 
	 033782
		CARTER ESTATE 1		SAMSON LONE STAR, LLC		SHUT DOWN OR T&A		TEXAS		PANOLA		ARCH B. DAVIS SVY, A-177		200310		 	13,474	  
	 004071
		CASEY #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		WOODS		34-26N-17W		201109		 	25,219	  
	 007904
		CATES J O #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BEAVER		26-2N-24ECM		201109		 	41,838	  
	 004882
		CATESBY # 3-11		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		ELLIS		11-23N-25W		201108		 	(325	) 
	 004883
		CATESBY # 4-10		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		ELLIS		10-23N-25W		201108		 	3,692	  
	 033433
		CATESBY 2 #6-11		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		ELLIS		11-23N-25W		201108		 	384	  
	 037984
		CATESBY 2 #7-11		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		ELLIS		11-23N-25W		201108		 	(85	) 
	 005457
		CATESBY OPERATING UNIT #5-1		BP AMERICA PRODUCTION COMPANY		ABANDONED WELL		OKLAHOMA		HARPER		21-25N-24W		199608		 	(2,826	) 
	 005459
		CATESBY OPERATING UNIT #5-6		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		HARPER		22-25N-24W		201108		 	(16,327	) 
	 030668
		CATESBY OPERATING UNIT 2 #5		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		ELLIS		11-23N-25W		201108		 	(339	) 
	 038882
		CATTLE COMPANY #1-12		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		WOODWARD		12-24N-18W		201108		 	(11,791	) 
	 006256
		CATTLE, KC #1-34		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BECKHAM		34-12N-22W E/2		201108		 	(18,524	) 
	 006251
		CATTLE, KC #2-3		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BECKHAM		3-11N-22W 300		201108		 	(2,742	) 
	 006252
		CATTLE, KC #3-2		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BECKHAM		2-11N-22W CS/		201108		 	41,522	  
	 006738
		CATTLE,KC 4-2		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BECKHAM		2-11N-22W		201108		 	(1,899	) 
	 037980
		CAVINS-JARVIS #3		LAREDO PETROLEUM INC		SHUT DOWN OR T&A		TEXAS		ROBERTS		SEC 15 BLK 44 EC HOOPER SVY		201102		 	782	  
	 036505
		CECIL #2-19		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		LATIMER		19-06N-20E		201108		 	1,747	  
	 001350
		CECIL UNIT #1		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		LATIMER		19-6N-20E		201108		 	(6,665	) 
	 044584
		CEDAR CHEST UNIT #7-5		WESCO OPERATING INC.		PRODUCING WELL		WYOMING		SWEETWATER		05-13N-94W		201108		 	(2,548	) 
	 040428
		CEDAR CHEST UNIT #9-33		WESCO OPERATING INC.		PRODUCING WELL		WYOMING		SWEETWATER		33-14N-94W		201108		 	(26,057	) 
	 011157
		CEDAR GAP 1-10		CONOCOPHILLIPS COMPANY		SHUT DOWN OR T&A		WYOMING		NATRONA		10-38N-89W		200911		 	(2,590	) 
	 021386
		CELSOR 1-10		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		10-08N-20W		201109		 	18,982	  
	 021387
		CELSOR 2-10		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		10-8N-20W		201109		 	26,165	  
	 040088
		CEPO LEWIS #23-17		WESCO OPERATING INC.		PRODUCING WELL		WYOMING		SWEETWATER		SW/4 SEC 17-14N-95W		201108		 	15,807	  
	 041809
		CEPO LEWIS 22-18D		WESCO OPERATING INC.		PRODUCING WELL		WYOMING		SWEETWATER		18-14N-95W		201108		 	40,408	  
	 011158
		CEVIN #1-6 NR		CONOCOPHILLIPS COMPANY		SHUT DOWN OR T&A		WYOMING		FREMONT		6-38N-89W		200811		 	9,310	  
	 025895
		CHAMPLIN 222 E-6		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		WYOMING		CARBON		21-19N-93W		201108		 	565	  
	 037525
		CHAMPLIN 242 A-6		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		WYOMING		CARBON		01-19N-93W		201108		 	272	  
	 037584
		CHAMPLIN 242 C-7		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		WYOMING		CARBON		03-19N-93W		201108		 	1,293	  
	 025898
		CHAMPLIN 261 B-12		BP AMERICA PRODUCTION COMPANY		SHUT DOWN OR T&A		WYOMING		CARBON		35-19N-93W		201108		 	(1,201	) 
	 006386
		CHANDLER UNIT #1-3		SAMSON LONE STAR, LLC		SHUT DOWN OR T&A		TEXAS		WHEELER		SEC 1, BLK RE R&E SVY		201007		 	4,013	  
	 038477
		CHANNING #1-21		NEWFIELD EXPLORATION MID CONT		PRODUCING WELL		OKLAHOMA		ROGER MILLS		SEC 21-12N-24W		201108		 	404	  
	 030323
		CHAPMAN #2-15 & #3-15		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		OKLAHOMA		ROGER MILLS		15-13N-22W		201108		 	13,508	  
	 036006
		CHAPMAN #2-7		LINN OPERATING INC		PRODUCING WELL		OKLAHOMA		ROGER MILLS		7-15N-22W		201108		 	(147	) 
	 045619
		CHARLENE 23 #3H		EOG RESOURCES, INC.		PRODUCING WELL		OKLAHOMA		ELLIS		23-19N-25W		201108		 	(1,996	) 
	 012917
		CHARLES #1-36		JMA ENERGY COMPANY, LLC-ROYALT		PRODUCING WELL		OKLAHOMA		ROGER MILLS		36-12N-24W		201105		 	(504	) 
	 001355
		CHARTER A #1		YALE OIL ASSOCIATION INC		PRODUCING WELL		OKLAHOMA		WASHITA		11-11N-18W		201108		 	(11,543	) 
	 021425
		CHENOWETH		QEP ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		WOODWARD		32-22N-21W		201108		 	1,010	  
	 011647
		CHEVRON #1-1		CONOCOPHILLIPS COMPANY		SHUT DOWN OR T&A		WYOMING		FREMONT		1-38N-91W		201108		 	96,372	  
	 012505
		CHEVRON #2-1		CONOCOPHILLIPS COMPANY		SHUT DOWN OR T&A		WYOMING		FREMONT		1-38N-91W		201108		 	88,525	  
	 030007
		CHISM #4-9		SAMSON RESOURCES COMPANY		PRODUCING WELL		ALABAMA		LAMAR		4-16S-16W		201109		 	81	  
	 011168
		CHRISTIE FED 4-4		CONOCOPHILLIPS COMPANY		SHUT DOWN OR T&A		WYOMING		FREMONT		4-38N-90W		201108		 	(8,919	) 
	 042990
		CIRCLE F RANCH #1-25		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		25-06N-20E		201108		 	(1,225	) 
	 001376
		CLARENCE #1-19		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		WASHITA		19-11N-14W		201108		 	16,092	  
	 011174
		CLARK 1-12		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		12-13N-21W		201108		 	1,882	  
	 006178
		CLARK 1-33		LINN OPERATING INC		PRODUCING WELL		OKLAHOMA		BECKHAM		33-12N-21W ALL		201108		 	(8,766	) 
	 001370
		CLARK UNIT		SAMSON RESOURCES COMPANY		SHUT DOWN OR T&A		OKLAHOMA		DEWEY		15-17N-17W		200702		 	53,067	  
	 012589
		CLARK, RAY #2-12		QEP ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		12-13N-21W		201108		 	(72	) 
	 007338
		CLAY #1-30		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		ROGER MILLS		30-14N-25W		201108		 	(29,814	) 
	 006377
		CLAY #1-A		UNIT PETROLEUM COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		14-10N-12W		201108		 	276	  
	 007852
		CLAY 1-25		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		ROGER MILLS		25-14N-26W		201108		 	19,304	  
	 039624
		CLAYTON #11-9		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		09-09N-19W		201108		 	(5,790	) 
	 006227
		CLAYTON #1-23		NOBLE ENERGY INC		PRODUCING WELL		OKLAHOMA		CUSTER		23-14N-14W CNW		201108		 	(1,042	) 
	 006080
		CLAYTON #1-8 (FORMERLY DEW #1)		MARATHON OIL COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		8-9N-19W		201108		 	(6,254	) 
	 034670
		CLAYTON #2-8		KAISER-FRANCIS OIL COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		8-9N-19W		201108		 	89	  
	 037626
		CLAYTON #4-8		MARATHON OIL COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		08-09N-19W		201108		 	377	  
	 033996
		CLAYTON-YEAGER #1-8		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		8-9N-19W		201109		 	189,353	  









																			
	 		 		 		 		 		 		 		PRODUCTION		NET	 
	 LEASE #
		 LEASE NAME
		 OPERATOR NAME
		 WELL STATUS
		 STATE
		 COUNTY
		 LEGAL DESCRIPTION
		 MONTH
		IMBALANCE	 
	 006404
		CLEAR-FERGUSON #1-25		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		25-10N-12W		201109		 	5,199	  
	 037308
		CLELLA #1-19		CHESAPEAKE OPERATING, INC.		SHUT DOWN OR T&A		OKLAHOMA		BECKHAM		SEC 19,20,29,30-10N-24W		201011		 	(532	) 
	 011176
		CLEMENTS 1-11		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		11-13N-21W		201108		 	472	  
	 007540
		CLEO-SPGS TOWNSITE (MANN)		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		MAJOR		1-22N-12W		201108		 	2,751	  
	 008011
		CLYBORN #3-16		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		HARPER		16-26N-25W		201109		 	154	  
	 007909
		CLYBORN GAS UNIT #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		HARPER		16-26N-25W		201109		 	(8	) 
	 007910
		CLYBORN GAS UNIT #2C		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		HARPER		16-26N-25W		201109		 	116	  
	 032981
		CLYMA #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		HASKELL		S/2 27, N/2 34-9N-22E		201109		 	6,813	  
	 003311
		COBLENTZ #1-4		SABRE OPERATING		PRODUCING WELL		OKLAHOMA		LATIMER		04-06N-19E		201108		 	2,404	  
	 030755
		COBLENTZ #1-4		SANDRIDGE EXPLORATION & PRODUC		PRODUCING WELL		OKLAHOMA		LATIMER		1-6N-18E		201108		 	(504	) 
	 008834
		COBLENTZ #3 (JMC)		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		1-6N-18E		201108		 	(100	) 
	 004289
		COBLENTZ, AHERN		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		PITTSBURG		10-7N-18E		201108		 	(21	) 
	 004418
		COBLENTZ, L.M. B #2		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		1-6N-18E		201108		 	(2,702	) 
	 001406
		CODY, A.R. #2		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		COAL		1-1N-9E		201109		 	(7,959	) 
	 040004
		COFFEE #12-1		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 12 BLK 1 I&GN RR CO SVY		201109		 	17,685	  
	 035273
		COLE 24-1		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		24 18N 9W NW SW SW		201108		 	1,038	  
	 007847
		COLLEY UNIT		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		MAJOR		10-20N-10W		201108		 	27,026	  
	 030501
		COLLINS #3-31		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		PITTSBURG		31-4N-16E		201108		 	2,268	  
	 021472
		COLLINS OSCAR 1		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		7-13N-16W		201108		 	(970	) 
	 037059
		COLORADO 32-7 #10 (MV)		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		23-32N-7W		201109		 	(537	) 
	 037066
		COLORADO 32-7 #2 [MV]		ENERVEST OPERATING LLC		PRODUCING WELL		COLORADO		LA PLATA		10-32N-7W		201108		 	(14,691	) 
	 025197
		COLTHARP #2-51		CREST RESOURCES, INC.		PRODUCING WELL		TEXAS		WHEELER		SEC 51, BLK A-7, H&GN SVY		201108		 	(350	) 
	 004841
		CONCHO #1-16		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		16-13N-22W		201109		 	1,504	  
	 040175
		CONKLIN 1-2		NOBLE ENERGY INC		PRODUCING WELL		KANSAS		KEARNY		07-23S-36W		201108		 	17,782	  
	 042012
		CONNELL A #4-ALT		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		26-18N-09W		201108		 	4,404	  
	 035186
		CONNELL A-1 ALT		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		26 18N 9W NW SE SW		201108		 	(17,894	) 
	 035292
		CONNELL A-2 ALT		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		26 18N 9W NE NE SW		201108		 	6,363	  
	 035542
		CONNELL A-3		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		26 18N 9W SW NW SE		201108		 	7,559	  
	 038002
		CONNELL M L #2 ALT		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		26-18N-09W		201108		 	413	  
	 038610
		CONNELL, L. #1 ALT		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		25-18N-09W		201108		 	106	  
	 021486
		CONNER 1-16		HAZLEWOOD OIL & GAS		PRODUCING WELL		OKLAHOMA		CANADIAN		16-11N-7W		201108		 	18,281	  
	 021487
		CONNER 3-16 APO		HAZLEWOOD OIL & GAS		PRODUCING WELL		OKLAHOMA		CANADIAN		16-11N-7W		201108		 	3,376	  
	 036435
		CONNIE #4-29		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		29-10N-20W		201108		 	104	  
	 037619
		CONRAD #3-192		QEP ENERGY COMPANY		PRODUCING WELL		TEXAS		ROBERTS		SEC 192 BLK 42 H&TC SVY		201108		 	2,860	  
	 008283
		CONRAD 1-A		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		7, 8-13N-26W		201108		 	(2,005	) 
	 033577
		COOK TRUST 1-34		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		WOODWARD		34-20N-21W		201109		 	2,476	  
	 003805
		COOK, JOHN #1		KAISER-FRANCIS OIL COMPANY		ABANDONED WELL		OKLAHOMA		WOODWARD		34-20N-21W		200810		 	(1,655	) 
	 030835
		COOKE #1-16		QEP ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		HARPER		16-28N-25W		201108		 	265	  
	 021496
		COOPER 1-16		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		STEPHENS		16-2N-8W		201108		 	(5,002	) 
	 034404
		COOPER ADAM #1		WEXPRO COMPANY		SHUT DOWN OR T&A		WYOMING		SWEETWATER		15-16N-104W		201004		 	(33,788	) 
	 007041
		COOPRIDER H F #1		SAMSON RESOURCES COMPANY		ABANDONED WELL		OKLAHOMA		ELLIS		35-17N-23W		200908		 	26,199	  
	 006964
		COPELAND #1		SM ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		20-10N-26W		201108		 	2,609	  
	 006128
		CORDELL #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		ARKANSAS		FRANKLIN		1-9N-28W ALL		201109		 	10,872	  
	 005877
		CORDUM B #1-2		MARATHON OIL COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		2-14N-22W		201108		 	(8,374	) 
	 040571
		CORNELL #1-12		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		WOODWARD		12-24N-18W		201108		 	9,102	  
	 007629
		COSBY #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		HARPER		12-28N-25W		201109		 	(15	) 
	 043674
		COSGROVE 2H-27		NEWFIELD EXPLORATION MID CONT		PRODUCING WELL		OKLAHOMA		COAL		27-02N-11E		201108		 	(1,147	) 
	 043675
		COSGROVE 3H-27		NEWFIELD EXPLORATION MID CONT		PRODUCING WELL		OKLAHOMA		COAL		27-02N-11E		201108		 	(1,069	) 
	 003874
		COSTILOW #2		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		14-5N-18E		201109		 	5,589	  
	 005967
		COSTILOW #5		SAMSON RESOURCES COMPANY		SHUT DOWN OR T&A		OKLAHOMA		LATIMER		14-5N-18E		200903		 	51,488	  
	 008685
		COSTILOW #6-14		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		14-5N-18E		201109		 	23,741	  
	 033315
		COSTILOW #8-14		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		14-5N-18E		201108		 	(141	) 
	 039448
		COUGAR #1-25		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		GRADY		25-08N-06W		201109		 	4,003	  
	 037071
		COVEY 33-7-10 #1		SAMSON RESOURCES COMPANY		ABANDONED WELL		COLORADO		LA PLATA		10-33N-07W E/2		200608		 	(15,481	) 
	 038007
		COVEY 33-7-10 #1R		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		10-33N-07W		201109		 	31,803	  
	 037748
		COVEY 33-7-10 #5		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		10-33N-07W E/2		201109		 	59,751	  
	 006435
		COWAN #1-18		LINN OPERATING INC		PRODUCING WELL		OKLAHOMA		CADDO		18-9N-11W		201108		 	(1,748	) 
	 006339
		COY #1-25		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		25-10N-21W		201109		 	45,866	  
	 030102
		CRABTREE A #1-27		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		27-4N-14E		201109		 	(19,080	) 
	 030103
		CRABTREE B #1-22		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		22-4N-14E		201109		 	36,227	  
	 012149
		CRABTREE C #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		23-4N-14E		201109		 	(76,901	) 
	 006152
		CRAIG, HAZEL #1-5		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		DEWEY		5-16N-20W		201109		 	910	  
	 021525
		CRALL R A #1		NEWFIELD EXPLORATION MID CONT		PRODUCING WELL		OKLAHOMA		CUSTER		33-13N-14W		201108		 	440	  
	 012721
		CRANE #3-3		FOREST OIL CORPORATION		PRODUCING WELL		TEXAS		HEMPHILL		SEC 3, BLK 43, H&TC RR CO SVY		201108		 	(609	) 
	 012852
		CRANE #4-3		FOREST OIL CORPORATION		PRODUCING WELL		TEXAS		HEMPHILL		SEC 3, BLK 43, H&TC RR CO SVY		201108		 	(149	) 
	 012118
		CRANE, D.F. #3-1		FOREST OIL CORPORATION		SHUT DOWN OR T&A		TEXAS		HEMPHILL		SEC 3, BLK 43 H&TC RR SVY		200912		 	(550	) 
	 011192
		CRANE, DOROTHY 3-2		FOREST OIL CORPORATION		PRODUCING WELL		TEXAS		HEMPHILL		SEC 3, BLK 43, H&TC RR SVY		201108		 	(10,593	) 
	 006413
		CRAWFORD #1-24		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		24-6N-13E		201101		 	—  	  
	 013289
		CRAWFORD #2-25 (ATOKA)		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		25-14N-25W		201109		 	23,926	  
	 011193
		CRAWFORD 1-25		UNIT PETROLEUM COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		25-14N-25W		201108		 	(508	) 
	 021528
		CRAWLEY A-1		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		BIENVILLE		31-17N-5W		201108		 	8,343	  
	 044671
		CRENSHAW #19H-1		FOREST OIL CORPORATION		PRODUCING WELL		LOUISIANA		RED RIVER		19-14N-09W		201108		 	—  	  
	 038444
		CRESTON NOSE 12-18-18-92		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		WYOMING		CARBON		NE/4 SEC 18-18N-92W		201108		 	41	  
	 036643
		CRESTON NOSE 8-18-18-92		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		WYOMING		CARBON		18-18N-92W		201108		 	206	  
	 035612
		CRICHTON #3 ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		34 18N 9W SE SW SE		201109		 	1,348	  
	 035939
		CRICHTON #4		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		34-18N-9W		201109		 	7	  
	 035308
		CRICHTON 2		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		34 18N 9W SW NE SE		201109		 	215	  
	 035054
		CRICHTON 34-1 & 34-1D		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		34 18N 9W NW SW SE		201109		 	111	  
	 037394
		CRICHTON 35 #2 ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		35-18N-09W		201109		 	822	  
	 035204
		CRICHTON 35 1		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		35 18N 9W NW NE NE		201109		 	1,087	  
	 037986
		CRICHTON 35 3-ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		35-18N-09W		201109		 	1,098	  
	 035062
		CRICHTON A-1		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		36 18N 9W SE NW NW		201108		 	(5,106	) 
	 035100
		CRICHTON A-2		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		36 18N 9W NW NW NW		201108		 	(3,832	) 
	 035063
		CRICHTON B-1		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		25-18N-9W SE NW SW		201108		 	(110	) 
	 037072
		CRIGLER MVRD UNIT #1 [MV]		ELM RIDGE EXPLORATION CO LLC		PRODUCING WELL		COLORADO		LA PLATA		21-33N-8W		201108		 	(16,418	) 
	 006008
		CRISSMAN #27-A		UNIT PETROLEUM COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		27-11N-13W		201108		 	493	  
	 004987
		CRONIN #1A-20		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		ROGER MILLS		20-13N-22W		201108		 	(107,077	) 
	 011198
		CROSS 1-9		CONOCOPHILLIPS COMPANY		SHUT DOWN OR T&A		WYOMING		FREMONT		9-38N-89W		201011		 	4,704	  
	 006757
		CROSS TIMBERS 1-15		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		15-10N-21W		201108		 	(5,172	) 
	 033311
		CROSSWHITE #2-24		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		GRADY		24-8N-6W		201105		 	(1	) 
	 006787
		CROSSWHITE 1-24		SAMSON RESOURCES COMPANY		SHUT DOWN OR T&A		OKLAHOMA		GRADY		24-8N-6W		200909		 	1,176	  
	 039016
		CROW #1-8		MARATHON OIL COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		08-09N-19W		201108		 	2,628	  
	 033757
		CROWL #3-27		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		27-4N-15E		201109		 	(7,141	) 
	 003372
		CRT #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CUSTER		22-13N-15W		201109		 	6,008	  
	 035189
		CRUMP ESTATE 1 ALT		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		4 17N 9W NE SW NW		201108		 	89	  
	 035325
		CRUMP ESTATE 2		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		4 17N 9W NE SW NW		201108		 	2,091	  
	 038495
		CRUSH #1-28		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		28-12N-24W		201109		 	11,831	  
	 031195
		CRUTCHFIELD #2-6		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		PITTSBURG		6-3N-14E		201108		 	347	  









																			
	 		 		 		 		 		 		 		PRODUCTION		NET	 
	 LEASE #
		 LEASE NAME
		 OPERATOR NAME
		 WELL STATUS
		 STATE
		 COUNTY
		 LEGAL DESCRIPTION
		 MONTH
		IMBALANCE	 
	 030011
		CUNNINGHAM #16-7 (CARTER)		SOUTHERN BAY OPERATING LLC		PRODUCING WELL		ALABAMA		PICKENS		16-18S-14W		201108		 	(79,896	) 
	 042624
		CUNNINGHAM #2H-21		NEWFIELD EXPLORATION MID CONT		PRODUCING WELL		OKLAHOMA		COAL		21-02N-11E		201108		 	10	  
	 042625
		CUNNINGHAM #3H-21		NEWFIELD EXPLORATION MID CONT		PRODUCING WELL		OKLAHOMA		COAL		21-02N-11E		201108		 	21	  
	 042626
		CUNNINGHAM #4H-21		NEWFIELD EXPLORATION MID CONT		PRODUCING WELL		OKLAHOMA		COAL		21-02N-11E		201108		 	15	  
	 042575
		CUNNINGHAM #5H-21		NEWFIELD EXPLORATION MID CONT		PRODUCING WELL		OKLAHOMA		COAL		21-02N-11E		201108		 	18	  
	 033089
		CUNNINGHAM A #1		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		RUSK		F S MENCHACA SVY A-527		201109		 	78,731	  
	 033090
		CUNNINGHAM A #2		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		RUSK		A-527, F S MENCHACA SVY		201109		 	42,710	  
	 033091
		CUNNINGHAM A #3		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		RUSK		A-280, WM FRISBY SVY		201109		 	(3,472	) 
	 033092
		CUNNINGHAM A #4		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		RUSK		A-527, F S MENCHACA SVY		201109		 	154,818	  
	 033339
		CUNNINGHAM A #8		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		RUSK		FRAN S MENCHACA SVY, A-527		201109		 	(116,477	) 
	 033702
		CUNNINGHAM A #9		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		RUSK		FRAN S MENCHACA SVY, A-527		201109		 	(138,834	) 
	 030012
		CUNNINGHAM, C.C. #24-10		SAMSON RESOURCES COMPANY		PRODUCING WELL		ALABAMA		LAMAR		24-16S-16W		201109		 	444	  
	 006966
		CUPP 3		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		BECKHAM		27-10N-26W		201108		 	3,358	  
	 006967
		CUPP A1-34		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		BECKHAM		34-10N-26W		201108		 	2,657	  
	 030497
		CUPP B #5-21		SM ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		21-10N-26W		201108		 	38	  
	 005969
		CUPP C #1-22		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		BECKHAM		22-10N-26W		201108		 	7,224	  
	 006971
		CUPP D3-26		CHESAPEAKE OPERATING, INC.		SHUT DOWN OR T&A		OKLAHOMA		BECKHAM		26-10N-26W		200912		 	(3,125	) 
	 038059
		D & M #1-19		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		CUSTER		19-12N-20W		201108		 	(2,022	) 
	 011213
		DABBS 2-2		SAMSON RESOURCES COMPANY		PRODUCING WELL		MISSISSIPPI		MONROE		18-16S-8E		201109		 	4,483	  
	 011209
		DABBS R T #1 SD		SAMSON RESOURCES COMPANY		PRODUCING WELL		MISSISSIPPI		MONROE		18-16S-8E		201109		 	63	  
	 011217
		DABBS-RICHARDSON 6-2		SAMSON RESOURCES COMPANY		PRODUCING WELL		MISSISSIPPI		MONROE		18-16S-8E		201109		 	2,709	  
	 025429
		DABERRY #7-1		CREST RESOURCES, INC.		PRODUCING WELL		TEXAS		WHEELER		SEC 1, BBB&C RR CO SVY		201108		 	444	  
	 026075
		DABERRY #8-1		CREST RESOURCES, INC.		PRODUCING WELL		TEXAS		WHEELER		SEC 1 BBB&C SVY		201108		 	1,721	  
	 021558
		DABERRY, J F #1 (HUNTON)		CHEVRON USA INC		PRODUCING WELL		TEXAS		WHEELER		SEC 1, BBB SVY		201108		 	(3,525	) 
	 025243
		DABERRY, J F #5-1		CREST RESOURCES, INC.		PRODUCING WELL		TEXAS		WHEELER		SEC 1, BBB&C SVY		201108		 	109	  
	 036662
		DACUS #2-8		KAISER-FRANCIS OIL COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		08-09N-19W		201108		 	(15	) 
	 040864
		DACUS #3-8		MARATHON OIL COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		08-09N-19W		201108		 	(18,205	) 
	 044973
		DALIN #1-4H		CONTINENTAL RESOURCES, INC.		PRODUCING WELL		NORTH DAKOTA		DIVIDE		SEC 04 & 09-160N-96W		201108		 	2	  
	 006345
		DAMRON #1-10		APACHE CORPORATION		SHUT DOWN OR T&A		OKLAHOMA		BECKHAM		10-10N-22W		201010		 	18,693	  
	 021561
		DANIEL 1-5		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		GARVIN		5-3N-3W		201109		 	855	  
	 033221
		DANIELS GU A #1		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HARRISON		WM WATSON SVY, A-748		201109		 	4,895	  
	 040064
		DARYL #1-7		SM ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		07-06N-11W		201108		 	(712	) 
	 006290
		DAUGHERTY #1-11		APACHE CORPORATION		SHUT DOWN OR T&A		OKLAHOMA		BECKHAM		11-10N-22W CSW		201010		 	24,036	  
	 006430
		DAUGHERTY #2-11		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BECKHAM		11-10N-22W		201108		 	15,705	  
	 006975
		DAVID #1-13		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		WASHITA		13-11N-15W		201108		 	12,246	  
	 006976
		DAVID #2-13		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		WASHITA		13-11N-15W		201108		 	(146	) 
	 006977
		DAVID #3-13		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		WASHITA		13-11N-15W		201108		 	450	  
	 025611
		DAVID #4-13		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		WASHITA		13-11N-15W		201108		 	(246	) 
	 025541
		DAVIDSON #3		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		GRADY		6-5N-8W		201108		 	317	  
	 021565
		DAVIDSON 1		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		GRADY		6-5N-8W		201108		 	(4,816	) 
	 031105
		DAVIS #1		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		LOUISIANA		BOSSIER		34-22N-12W		201108		 	733	  
	 005582
		DAVIS #1-18 (SRC)		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		GRADY		18-3N-7W		201109		 	3,785	  
	 006444
		DAVIS #3-64		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		WHEELER		64 BLK A-7 H&GN SURVEY		201109		 	4,502	  
	 031385
		DAVIS 1-7		EOG RESOURCES, INC.		PRODUCING WELL		OKLAHOMA		GRADY		7-3N-7W		201108		 	1,472	  
	 035598
		DAVIS 22 2-ALT		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		22 18N 8W SE SW NW		201108		 	643	  
	 042695
		DAVIS BROS #1-1		INDIGO MINERALS LLC		PRODUCING WELL		LOUISIANA		JACKSON		01-15N-04W		201108		 	3,121	  
	 007118
		DAVIS G C #1-61		PETRO-HUNT, L.L.C.		PRODUCING WELL		TEXAS		WHEELER		SEC 61 BLK A-7 H&GN RR SURVEY		201108		 	13,097	  
	 037012
		DAVIS GLADYS #1		FOREST OIL CORPORATION		PRODUCING WELL		TEXAS		HARRISON		R W SMITH SVY A-626		201108		 	4,879	  
	 040045
		DAVIS GLADYS #10		FOREST OIL CORPORATION		PRODUCING WELL		TEXAS		HARRISON		R W SMITH SVY, A-626		201108		 	(6,800	) 
	 040046
		DAVIS GLADYS #11		FOREST OIL CORPORATION		PRODUCING WELL		TEXAS		HARRISON		R W SMITH SVY, A-626		201108		 	(4,903	) 
	 037407
		DAVIS GLADYS #2		FOREST OIL CORPORATION		PRODUCING WELL		TEXAS		HARRISON		L WATKINS SVY A-626		201108		 	3,490	  
	 038284
		DAVIS GLADYS #3		FOREST OIL CORPORATION		PRODUCING WELL		TEXAS		HARRISON		HENRY VARDEMAN SVY, A-726		201108		 	882	  
	 038478
		DAVIS GLADYS #4		FOREST OIL CORPORATION		PRODUCING WELL		TEXAS		HARRISON		HENRY VARDEMAN SVY, A-726		201108		 	4,900	  
	 038564
		DAVIS GLADYS #5		FOREST OIL CORPORATION		PRODUCING WELL		TEXAS		HARRISON		HENRY VARDEMAN SVY, A-726		201108		 	3,648	  
	 039025
		DAVIS GLADYS #6		FOREST OIL CORPORATION		SHUT DOWN OR T&A		TEXAS		HARRISON		R W SMITH SVY, A-626		201108		 	3,954	  
	 038822
		DAVIS GLADYS #7		FOREST OIL CORPORATION		PRODUCING WELL		TEXAS		HARRISON		R W SMITH SVY, A-626		201108		 	2,491	  
	 039417
		DAVIS GLADYS #8		FOREST OIL CORPORATION		SHUT DOWN OR T&A		TEXAS		HARRISON		R W SMITH SVY, A-626		201108		 	2,084	  
	 004311
		DAVIS Q #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		32-4N-14E		201109		 	3,645	  
	 021573
		DAVIS, E T #1		CHEVRON USA INC		PRODUCING WELL		TEXAS		WHEELER		SEC 38, BLK A-7, H&GN SVY		201108		 	656	  
	 042938
		DAVIS, GLADYS #9H		FOREST OIL CORPORATION		PRODUCING WELL		TEXAS		HARRISON		R.W. SMITH SVY, A-626		201108		 	(13,884	) 
	 032993
		DAY 16-1		SAMSON RESOURCES COMPANY		ABANDONED WELL		LAMAR		ALABAMA		16-16S-16W (N/2)		201011		 	7,019	  
	 011242
		DAY BROS 1-25		PRUET PRODUCTION COMPANY		PRODUCING WELL		MISSISSIPPI		MONROE		25-15S-18W		201108		 	(3,887	) 
	 004153
		DEGNAN #1		SAMSON RESOURCES COMPANY		SHUT DOWN OR T&A		OKLAHOMA		LATIMER		28-6N-19E		201001		 	6,915	  
	 003892
		DELILAH #1 (LOFTIS REDRILL)		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		23-5N-12E		201103		 	—  	  
	 004016
		DENMAN #1		XTO ENERGY INC.		PRODUCING WELL		ARKANSAS		CRAWFORD		12,13-9N-30W		201108		 	(1,368	) 
	 037467
		DENMAN #3-13		XTO ENERGY INC.		PRODUCING WELL		ARKANSAS		CRAWFORD		S/2 SEC 12&ALL SEC 13-09N-30W		201108		 	9,601	  
	 041050
		DENMAN #4-13		XTO ENERGY INC.		PRODUCING WELL		ARKANSAS		CRAWFORD		S/2 SEC 12&ALL SEC 13-09N-30W		201108		 	15,914	  
	 021594
		DENNEY 1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CUSTER		5-14N-14W		201109		 	(16,962	) 
	 006100
		DENVER #1-4		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		4-13N-17W		201108		 	(306	) 
	 040312
		DEPOT 1 (AMMO)		CHAPARRAL ENERGY LLC		PRODUCING WELL		OKLAHOMA		PITTSBURG		02-04N-12E		201108		 	(1,235	) 
	 001524
		DEPUTY #1		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		21-12N-16W		201108		 	74,359	  
	 031203
		DEPUTY #2-21		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		21-12N-16W		201108		 	1,256	  
	 006010
		DERBY #1-13		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		13-12N-19W		201108		 	(56	) 
	 039451
		DESKINS #2-19		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		GRADY		19-08N-05W		201109		 	27,254	  
	 006765
		DESKINS 1-19		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		GRADY		19-8N-5W		201109		 	127,813	  
	 031181
		DESSIE #1-11		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		11-15N-23W		201108		 	(13	) 
	 034265
		DEW #1-8		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		8-9N-19W		201109		 	1,644	  
	 034626
		DEW #2-8		KAISER-FRANCIS OIL COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		8-9N-19W		201108		 	357	  
	 035087
		DHU DOWLING 30-1		WILDHORSE RESOURCES LLC		PRODUCING WELL		LOUISIANA		LINCOLN		30 19N 4W NW SE NE		201108		 	(161	) 
	 035089
		DHU DOWLING 30-2		WILDHORSE RESOURCES LLC		PRODUCING WELL		LOUISIANA		LINCOLN		30 19N 4W NW SE NE		201108		 	75	  
	 003559
		DIAL #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		21-3N-15E		201109		 	2,905	  
	 004661
		DIETZ 1-4		SAMSON RESOURCES COMPANY		ABANDONED WELL		WOODS		OKLAHOMA		4-23N-13W		200801		 	(2,815	) 
	 006011
		DIPPEL #1-13		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		13-12N-19W		201108		 	1,311	  
	 003669
		DITTMAN, J.F. #2-21		EL PASO E&P COMPANY LP		PRODUCING WELL		OKLAHOMA		HASKELL		21-8N-21E		201108		 	81,203	  
	 007129
		DIXIE #1		EMPIRE OPERATING, INC.		PRODUCING WELL		TEXAS		HEMPHILL		SEC 43 D.P. FEARIS SVY & SEC		201108		 	5,122	  
	 001535
		DOBBS #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		19-3N-14E		201109		 	3,297	  
	 040060
		DOBSON #1 RE-ENTRY		CORDILLERA ENERGY PARTNERS III		PRODUCING WELL		TEXAS		WHEELER		SECTION 1, BLK 2, B&B SVY		201108		 	4,731	  
	 043180
		DOBSON #3-1		CORDILLERA ENERGY PARTNERS III		PRODUCING WELL		TEXAS		WHEELER		SEC 1 BLK 2 B&B SVY		201108		 	15,642	  
	 041385
		DOBSON RANCH #1-6		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		ROGER MILLS		06-12N-26W		201108		 	426	  
	 030670
		DODSON #1-9		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		CADDO		9-6N-9W		201108		 	(216	) 
	 001537
		DODSON #2		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		OCHILTREE		SEC 834 BLK 43 H&TC SURVEY		201101		 	14	  
	 001541
		DODSON #3		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		OCHILTREE		SE/4 SEC 834 BLK 43 H&TC SVY		201101		 	(21	) 
	 031222
		DODSON #3-2		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		ROGER MILLS		2-12N-22W		201108		 	(1,354	) 
	 006680
		DODSON 1-36		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		36-12N-26W		201109		 	52,116	  
	 001538
		DODSON A		BP AMERICA PRODUCTION COMPANY		SHUT DOWN OR T&A		TEXAS		OCHILTREE		SEC 839 BLK 43 H&TC SURVEY		200805		 	1,998	  
	 012512
		DOLIS #2-35		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		35-39N-91W		201108		 	2,768	  
	 003392
		DONALD #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CARTER		14-3S-1E		201109		 	1,438	  
	 040265
		DONNA KENNEDY 1-31		KAISER-FRANCIS OIL COMPANY		PRODUCING WELL		OKLAHOMA		HASKELL		31-09N-22E		201108		 	(1,111	) 









																			
	 		 		 		 		 		 		 		PRODUCTION		NET	 
	 LEASE #
		 LEASE NAME
		 OPERATOR NAME
		 WELL STATUS
		 STATE
		 COUNTY
		 LEGAL DESCRIPTION
		 MONTH
		IMBALANCE	 
	 003458
		DONNAJO		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		HASKELL		23-7N-19E		201109		 	64,961	  
	 004182
		DOOLEY #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CUSTER		23-13N-15W		201109		 	105,674	  
	 008765
		DORSEY, C.B. GAS UNIT 2 WELL 4		TANOS EXPLORATION LLC		PRODUCING WELL		TEXAS		RUSK		E. MELTON,T. BROWN, F. AZERINE		201108		 	(804	) 
	 005475
		DOSS#1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		STEPHENS		25-2N-6W		201109		 	2	  
	 001545
		DOUTHIT, NORA #2		SAMSON RESOURCES COMPANY		PRODUCING WELL		ARKANSAS		JOHNSON		18-9N-24W		201109		 	299,116	  
	 007022
		DRAPER #1		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		LIPSCOMB		SEC 1041 BLK 43 H&TC RR CO SUR		201109		 	4,773	  
	 007111
		DRAPER L M #2-1041		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		LIPSCOMB		SEC 1041 BLK 43 H&TC RR CO SUR		201109		 	2,253	  
	 021617
		DRIES A		NEWFIELD EXPLORATION MID CONT		PRODUCING WELL		OKLAHOMA		CANADIAN		33-11N-7W		201107		 	546	  
	 021618
		DRIES A #2		NEWFIELD EXPLORATION MID CONT		PRODUCING WELL		OKLAHOMA		CANADIAN		33-11N-7W		201108		 	(45,754	) 
	 030326
		DRINNON 1-4 BPO		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		ROGER MILLS		4-13N-21W		201108		 	(6,525	) 
	 034905
		DUDECK HEIRS GAS UNIT 1		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		TEXAS		HARRISON		L B BLANKENSHIP SVY, A-71		201108		 	5,329	  
	 038635
		DUDECK HEIRS GU #4		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		TEXAS		HARRISON		SEC 55, B.F.YOUNG SVY, A-817		201108		 	536	  
	 043725
		DUDECK HEIRS GU #5H		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		TEXAS		HARRISON		SEC 55, B.F.YOUNG SVY, A-817		201108		 	4	  
	 036917
		DUFF #2-25		LINN OPERATING INC		PRODUCING WELL		OKLAHOMA		ROGER MILLS		25-12N-24W		201108		 	2,478	  
	 038640
		DUFF #3-25		LINN OPERATING INC		PRODUCING WELL		OKLAHOMA		ROGER MILLS		25-12N-24W		201108		 	1,059	  
	 045337
		DUKES, JOE 4 #2H		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		TEXAS		HEMPHILL		SEC 4 BLK Z-1 ACH&B SVY		201108		 	(5,034	) 
	 021628
		DUNCAN		QEP ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		CUSTER		21-14N-15W		201108		 	1,074	  
	 024710
		DUNCAN #2-21		QEP ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		CUSTER		21-14N-15W		201108		 	(228	) 
	 033378
		DUNN #2-22		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		HARPER		22-28N-26W		201109		 	6,690	  
	 001561
		DUNN GAS UNIT		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		HARPER		22-28N-26W		201109		 	1,184	  
	 046217
		DUPONT 1-1H		NEWFIELD EXPLORATION MID CONT		PRODUCING WELL		TEXAS		WHEELER		SEC 1 BLK 4 B&B SVY		201108		 	82	  
	 032991
		EAGLE #1-22		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CUSTER		22-13N-15W		201109		 	2,197	  
	 001577
		EAKLE #1		JACO ENERGY COMPANY INC		PRODUCING WELL		OKLAHOMA		HASKELL		12-8N-18E		201103		 	354	  
	 011270
		EAKLE 1-7 NP		ABRAXAS PETROLEUM CORP		PRODUCING WELL		OKLAHOMA		HASKELL		7-8N-18E		201108		 	(517	) 
	 012549
		EAKLE A-2X		QEP ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		1-8N-17E		201108		 	19,369	  
	 001589
		ECHELLE #1-9		KAISER-FRANCIS OIL COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		9-3N-14E		201108		 	268	  
	 036349
		ECHO SPRINGS #14-2		MARATHON OIL COMPANY		PRODUCING WELL		WYOMING		CARBON		02-19N-93W		201108		 	(11,123	) 
	 033111
		ECHO SPRINGS #6-2		BP AMERICA PRODUCTION COMPANY		SHUT DOWN OR T&A		WYOMING		SWEETWATER		20-20N-92W		200910		 	3,028	  
	 036655
		ECHO SPRINGS FED #6-10		SAMSON RESOURCES COMPANY		PRODUCING WELL		WYOMING		CARBON		SE/NE SEC 10-19N-93W		201109		 	(28	) 
	 036653
		ECHO SPRINGS FED #6-22N		SAMSON RESOURCES COMPANY		PRODUCING WELL		WYOMING		CARBON		SE/NE SEC 22-19N-93W		201109		 	(13,354	) 
	 037700
		ECHO SPRINGS FEDERAL #7-10		SAMSON RESOURCES COMPANY		PRODUCING WELL		WYOMING		CARBON		10-19N-93W		201109		 	41,782	  
	 037896
		ECHO SPRINGS FEDERAL #7-22D		SAMSON RESOURCES COMPANY		PRODUCING WELL		WYOMING		CARBON		22-19N-93W		201109		 	—  	  
	 037897
		ECHO SPRINGS FEDERAL #8-14D		SAMSON RESOURCES COMPANY		PRODUCING WELL		WYOMING		CARBON		14-19N-93W		201109		 	16,883	  
	 037898
		ECHO SPRINGS FEDERAL #8-22D		SAMSON RESOURCES COMPANY		PRODUCING WELL		WYOMING		CARBON		22-19N-93W		201109		 	(16,247	) 
	 037899
		ECHO SPRINGS FEDERAL #9-10D		SAMSON RESOURCES COMPANY		PRODUCING WELL		WYOMING		CARBON		10-19N-93W		201109		 	(22,437	) 
	 043535
		ECHO SPRINGS FEDERAL 44-28D		KERR-MCGEE CORP.		PRODUCING WELL		WYOMING		SWEETWATER		28-20N-93W		201108		 	16,306	  
	 042023
		ECHO SPRINGS STATE #10-16		ANADARKO PETROLEUM CORP.		PRODUCING WELL		WYOMING		CARBON		16-19N-93W W/2 SW/4 SW/4		201108		 	(11,917	) 
	 036094
		ECHO SPRINGS STATE #6-36		SAMSON RESOURCES COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		36-20N-93W		201109		 	4,622	  
	 036095
		ECHO SPRINGS STATE #7-36		SAMSON RESOURCES COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		36-20N-93W		201109		 	24,461	  
	 038053
		ECHO SPRINGS STATE #9-36		SAMSON RESOURCES COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		36-20N-93W		201109		 	(1	) 
	 034549
		EDITH #1-18		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		WASHITA		18-11N-19W		201108		 	(120	) 
	 041683
		EDNA #1-25		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		MAJOR		25-22N-14W		201108		 	2,987	  
	 041974
		EDWARD #1-19		SM ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		19-07N-12W		201108		 	66	  
	 031252
		EDWARDS #4-12		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		12-12N-22W		201108		 	(2,144	) 
	 042680
		EDWARDS USA #1-3		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		MAJOR		03-21N-14W		201108		 	3,751	  
	 005135
		EHRLICH #1-11		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		ELLIS		11-23N-25W		201108		 	46,061	  
	 008459
		EHRNSTEIN #1-22		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		GRADY		22-4N-7W		201109		 	85,242	  
	 005284
		EISER #1-31		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		STEPHENS		31-2N-5W		201108		 	1,174	  
	 023996
		ELEM #35-1		SAMSON RESOURCES COMPANY		SHUT DOWN OR T&A		OKLAHOMA		WOODWARD		35-20N-21W		201109		 	(689	) 
	 045483
		ELLA #1-5H		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		CANADIAN		05-13N-08W		201108		 	1,118	  
	 006292
		ELLIOTT #1-16		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		CUSTER		16-12N-20W CNW		201108		 	(125	) 
	 004837
		ELLIOTT #1-19		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		CUSTER		19-12N-20W		201108		 	(578	) 
	 031207
		ELLIOTT #4-16		APACHE CORPORATION		SHUT DOWN OR T&A		OKLAHOMA		CUSTER		16-12N-20W		200805		 	(133	) 
	 036062
		ELLIOTT #8-3		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		WASHITA		3-11N-20W		201108		 	130	  
	 035355
		ELLIOTT, DAILEY B 1-24		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CADDO		24 11N 12W C NE		201108		 	193,031	  
	 006979
		ELLIS #2-33		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		33-10N-26W		201108		 	(29,948	) 
	 006980
		ELLIS #3-33		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		33-10N-26W		201108		 	2,917	  
	 006671
		ELLIS UT #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		35-18N-25W		201109		 	(2,789	) 
	 006737
		ELY 1-15		NEWFIELD EXPLORATION MID CONT		ORRI/RY		OKLAHOMA		ROGER MILLS		15-12N-24W		201105		 	—  	  
	 037322
		ERIC #1-1		QEP ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		01-08N-17E		201108		 	(1,606	) 
	 004313
		ETCHISON UNIT #1		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		PITTSBURG		4-7N-18E		201108		 	(210	) 
	 033047
		EUGENE #1-2		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		CADDO		2-6N-9W		201108		 	3,554	  
	 003275
		EUNICE A #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		24-3N-14E		201109		 	94	  
	 006182
		EVANS #1		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		ROGER MILLS		30-13N-22W ALL		201108		 	23,626	  
	 021674
		EVANS BF 2		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		DEWEY		18-18N-14W		201109		 	11	  
	 007572
		EWING #1-16		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		MAJOR		16-20N-11W		201109		 	7,759	  
	 021686
		FABIAN #1		CHEVRON USA INC		PRODUCING WELL		TEXAS		WHEELER		SEC 45, BLK A-7, H&GN SVY		201108		 	(2,437	) 
	 025156
		FABIAN #2-45		CREST RESOURCES, INC.		PRODUCING WELL		TEXAS		WHEELER		SEC. 45, BLK A-7, H&GN SVY		201108		 	350	  
	 026525
		FABIAN #6-45		CREST RESOURCES, INC.		APO ONLY		TEXAS		WHEELER		SEC 45 BLK A-7 H&GN SVY		201108		 	(5,056	) 
	 025322
		FABIAN S #3-45		CREST RESOURCES, INC.		PRODUCING WELL		TEXAS		WHEELER		SEC 45, BLK A-7, H&GN SVY		201108		 	2,124	  
	 025471
		FABIAN S #5-45		CREST RESOURCES, INC.		PRODUCING WELL		TEXAS		WHEELER		SEC 45, BLK A-7, H&GN SVY		201108		 	382	  
	 012913
		FAMILY TRUST #1-1		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CARTER		01-03S-01E NE/4		201108		 	83	  
	 003770
		FARMLANDS INC #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		ARKANSAS		LOGAN		27-8N-26W		201109		 	1,545	  
	 004753
		FARMS #1-28 (ATOKA)		SAMSON RESOURCES COMPANY		SHUT DOWN OR T&A		OKLAHOMA		BECKHAM		28-12N-21W		200407		 	(3,443	) 
	 005173
		FARRIS #2-5		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		DEWEY		5-16N-18W		201101		 	(3	) 
	 005128
		FARRIS #3-8		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		DEWEY		8-16N-18W		201101		 	(4	) 
	 006678
		FARRIS 1-3		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BECKHAM		3-11N-22W		201108		 	(39,354	) 
	 001640
		FARRIS C #2-18		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		WHEELER		SEC 18 BLOCK A-4 H&GN SURVEY		201109		 	25,096	  
	 033084
		FARRIS RANCH 1-5 (TONK/COTT G)		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		DEWEY		5-16N-18W		201109		 	19,119	  
	 045219
		FARVER #1-29H		CONTINENTAL RESOURCES, INC.		PRODUCING WELL		NORTH DAKOTA		DIVIDE		SEC 29 & 32-160N-96W		201108		 	(2	) 
	 011289
		FEATHERSTON C 1-15NP		ABRAXAS PETROLEUM CORP		PRODUCING WELL		OKLAHOMA		PITTSBURG		15-7N-17E		201108		 	352	  
	 006592
		FEDERAL #1-34		NOBLE ENERGY INC		PRODUCING WELL		OKLAHOMA		BLAINE		34-13N-12W		201108		 	(2,355	) 
	 012500
		FEDERAL ENERGY #1-35		CONOCOPHILLIPS COMPANY		SHUT DOWN OR T&A		WYOMING		FREMONT		35-39N-90W		201108		 	106,776	  
	 021725
		FEE #2		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		BIENVILLE		13-16N-6W		201108		 	(1,638	) 
	 030460
		FELL #1-22		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		GRADY		22-5N-5W		201108		 	(522	) 
	 035611
		FELTS #2 ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		9 17N 9W NW SW NE		201109		 	11,977	  
	 035249
		FELTS ET AL 1 ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		9 17N 9W NW NW NE		201109		 	43,464	  
	 037390
		FELTS, MASON #2 ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		09-17N-09W		201109		 	768	  
	 035591
		FELTS, MASON 1		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		9 17N 9W NW SW SE		201109		 	(7,946	) 
	 012730
		FEO #3-35		CONOCOPHILLIPS COMPANY		INVALID LEASE NUMBER		WYOMING		FREMONT		35-39N-90W		200603		 	(2,258	) 
	 006431
		FERGUSON #1-2		BEREXCO LLC		PRODUCING WELL		OKLAHOMA		CADDO		2-9N-12W		201108		 	(5,981	) 
	 007124
		FILE #2-956		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		LIPSCOMB		SEC 956 BLK 43 H&TC RR CO SUR		201109		 	(4,537	) 
	 005379
		FILES #1-9		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ELLIS		9-18N-25W		201109		 	597	  
	 006405
		FILLINGIM #1-89		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		89, BLK M-1 H&GN SURVEY		200610		 	3,819	  
	 006355
		FILLINGIM #2-20		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 20 BLK M-1 H&GN SURVEY		201101		 	(4	) 
	 039272
		FILLINGIM #4021P		NOBLE ENERGY INC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 40 BLK M-1 H&GN SVY		201108		 	1,229	  
	 005749
		FILLINGIM-TEAS #1		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		87, BLK M-1		201109		 	3,328	  
	 036607
		FILLINGIM-TEAS #12-87		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 87 BLK M-1 H&GN SVY		201109		 	2,492	  









																			
	 		 		 		 		 		 		 		PRODUCTION		NET	 
	 LEASE #
		 LEASE NAME
		 OPERATOR NAME
		 WELL STATUS
		 STATE
		 COUNTY
		 LEGAL DESCRIPTION
		 MONTH
		IMBALANCE	 
	 034997
		FILLINGIM-TEAS #2-87		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 87, BLK M-1, H&GN SVY		201109		 	1,119	  
	 036317
		FILLINGIM-TEAS #6-87		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 87 BLK M-1 H&GN SVY		201109		 	374	  
	 036338
		FILLINGIM-TEAS #7-87		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 87 BLK M-1 H&GN SVY		201109		 	736	  
	 036550
		FILLINGIM-TEAS #8-87		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 87 BLK M-1 H&GN SVY		201109		 	692	  
	 036549
		FILLINGIM-TEAS #9-87		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 87 BLK M-1 H&GN SVY		201109		 	265	  
	 008869
		FINIS-CLARK		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		OKLAHOMA		GRADY		16-8N-8W		201108		 	(159,794	) 
	 008654
		FINIS-CLARK #2-16		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		OKLAHOMA		GRADY		16-8N-8W		201108		 	22,485	  
	 006231
		FINNELL 2-34A		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		34-10N-20W CNE		201108		 	4,982	  
	 038098
		FISHER #1-11		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		11-13N-22W		201109		 	248	  
	 043657
		FISHER #13-12		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		12-13N-22W		201108		 	6,065	  
	 039530
		FISHER #2-11		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		11-13N-22W		201109		 	3,308	  
	 008020
		FISHER KENNETH E #1-11		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		MAJOR		11-20N-10W		201109		 	1,677	  
	 008016
		FISHER KENNETH E #2-11 HUNTON		SAMSON RESOURCES COMPANY		SHUT DOWN OR T&A		OKLAHOMA		MAJOR		11-20N-10W		201109		 	29,332	  
	 003993
		FITE #1		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		LE FLORE		28-10N-27E		201108		 	207	  
	 033138
		FIVE MILE GULCH #9		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		5-21N-93W		201108		 	2,427	  
	 035257
		FIZER 1		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		3 17N 9W NW NE SE		201109		 	2,077	  
	 006981
		FLAMING #1-20		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		WASHITA		20-11N-14W		201108		 	694	  
	 036365
		FLAMING #3-20		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		WASHITA		20-11N-14W		201108		 	(191	) 
	 011326
		FLATT #1-28 TP		MONTEX DRILLING COMPANY		PRODUCING WELL		WYOMING		FREMONT		28-39N-91W		201108		 	1,728	  
	 007633
		FLENNER #2-20		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		20-12N-23W		201109		 	35,180	  
	 011327
		FLICK 1-19 BG0		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		19-14N-20W		201108		 	33,169	  
	 011329
		FLICK 3-19		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		19-14N-20W		201108		 	20,644	  
	 012627
		FLORENCE #9-3		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		3-38N-90W		201108		 	31,162	  
	 007094
		FLOWERS #1-1		CHEVRON USA INC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 1 B&B SURVEY		201108		 	(2,744	) 
	 001691
		FLOWERS #2		SAMSON RESOURCES COMPANY		PRODUCING WELL		ARKANSAS		LOGAN		27-9N-23W		201109		 	667	  
	 001686
		FLOWERS #2-40		KAISER-FRANCIS OIL COMPANY		PRODUCING WELL		TEXAS		HEMPHILL		ABSTRACT 40, DP FEARIS SURVEY		201108		 	(6,769	) 
	 004094
		FLOWERS #3-40		KAISER-FRANCIS OIL COMPANY		PRODUCING WELL		TEXAS		HEMPHILL		SEC 40, D.P. FEARIS SURVEY		201108		 	36	  
	 006946
		FLOWERS #5-40		KAISER-FRANCIS OIL COMPANY		PRODUCING WELL		TEXAS		HEMPHILL		SEC 40 D. P. FEARIS SURVEY		201108		 	1,971	  
	 008792
		FLOWERS #6-40		KAISER-FRANCIS OIL COMPANY		PRODUCING WELL		TEXAS		HEMPHILL		SEC 40 D.P. FEARIS SURVEY		201108		 	2,476	  
	 008793
		FLOWERS #7-40		KAISER-FRANCIS OIL COMPANY		PRODUCING WELL		TEXAS		HEMPHILL		SEC 40 D.P. FEARIS SURVEY		201108		 	1,767	  
	 003970
		FLOWERS #8		NOBLE ENERGY INC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 226 BLK C		201108		 	(6,604	) 
	 008812
		FLOWERS #8-40		KAISER-FRANCIS OIL COMPANY		PRODUCING WELL		TEXAS		HEMPHILL		SEC 40 D.P. FEARIS SURVEY		201108		 	218	  
	 008938
		FLOWERS #9		NOBLE ENERGY INC		APO ONLY		TEXAS		HEMPHILL		SEC 224 BLK C G&MMB&A SURVEY		201106		 	28	  
	 008957
		FLOWERS #9-40		KAISER-FRANCIS OIL COMPANY		PRODUCING WELL		TEXAS		HEMPHILL		SEC 40 D.P. FEARIS SURVEY		201108		 	2,699	  
	 033586
		FLOWERS 40 #10		KAISER-FRANCIS OIL COMPANY		PRODUCING WELL		TEXAS		HEMPHILL		SEC 40, D P FEARIS SVY		201108		 	41	  
	 007990
		FLOWERS B #1-47		CENTURION RESOURCES, L.L.C.		PRODUCING WELL		TEXAS		HEMPHILL		SEC 47 BLK 1 I&GN RR CO SUR		201108		 	(8,597	) 
	 007993
		FLOWERS B #4-47		CENTURION RESOURCES, L.L.C.		PRODUCING WELL		TEXAS		HEMPHILL		SEC 47 BLK 1 I&GN RR CO SUR		201108		 	2,716	  
	 007994
		FLOWERS B #5-47		CENTURION RESOURCES, L.L.C.		SHUT DOWN OR T&A		TEXAS		HEMPHILL		SEC 47 BLK 1 I&GN RR CO SUR		200909		 	(360	) 
	 007995
		FLOWERS B #6-47		CENTURION RESOURCES, L.L.C.		PRODUCING WELL		TEXAS		HEMPHILL		SEC 47 BLK 1 I&GN SURVEY		201108		 	(12,622	) 
	 005515
		FLOWERS B #7-47		CENTURION RESOURCES, L.L.C.		PRODUCING WELL		TEXAS		HEMPHILL		SEC 47 BLK 1 I&GN SURVEY		201108		 	(272	) 
	 033167
		FLOWERS B #8-47		CENTURION RESOURCES, L.L.C.		PRODUCING WELL		TEXAS		HEMPHILL		SEC 47 BLK 1 I&GN SVY		201108		 	2,264	  
	 007996
		FLOWERS C #1-48		CENTURION RESOURCES, L.L.C.		PRODUCING WELL		TEXAS		HEMPHILL		SEC 48 BLK 1 I&GN RR CO SURVEY		201108		 	569	  
	 007865
		FLOWERS C #4-48		CENTURION RESOURCES, L.L.C.		PRODUCING WELL		TEXAS		HEMPHILL		SEC 48 BLK 1 I&GN RR CO SUR		201108		 	(181	) 
	 001764
		FLOWERS, GILMAN #2-LT		KAISER-FRANCIS OIL COMPANY		SHUT DOWN OR T&A		TEXAS		HEMPHILL		SEC 3 GH&H SURVEY		200612		 	(3,097	) 
	 002199
		FLOWERS, LOIS #2-LT		KAISER-FRANCIS OIL COMPANY		PRODUCING WELL		TEXAS		HEMPHILL		JAMES KINNEY SURVEY		201108		 	21,889	  
	 003995
		FLOWERS, LOIS #4		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		JAMES KINNEY SURVEY		201109		 	(10,394	) 
	 033570
		FLOWERS, LOIS #6		KAISER-FRANCIS OIL COMPANY		PRODUCING WELL		TEXAS		HEMPHILL		JAMES KINNEY SVY		201108		 	606	  
	 011191
		FLOY COX 1-21 BG2		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		21-10N-12W		201109		 	49,566	  
	 001689
		FLOYD #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		HASKELL		22-7N-19E		201109		 	(824	) 
	 021810
		FLOYD 1-26		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		GARVIN		26-1N-3W		201108		 	(582	) 
	 041311
		FLYING J #10-10		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		10-09N-19W		201108		 	9,445	  
	 004359
		FLYING J #1-10		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		10-9N-19W		201108		 	792	  
	 040452
		FLYING J #12-9		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		09-09N-19W		201108		 	(349	) 
	 030624
		FLYING J #3-11		CARBON ECONOMY, LLC		PRODUCING WELL		OKLAHOMA		WASHITA		11-9N-19W		201108		 	(104	) 
	 034692
		FLYING J #8-10		CONOCOPHILLIPS COMPANY		SHUT DOWN OR T&A		OKLAHOMA		WASHITA		10-9N-19W		201108		 	5,094	  
	 006622
		FLYNT #1-28		CIMAREX ENERGY CO.		SHUT DOWN OR T&A		OKLAHOMA		CUSTER		28-14N-20W		200610		 	(801	) 
	 035201
		FOGLE A-1 ALT		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		9 17N 9W SW NE NE		201108		 	(1,559	) 
	 035248
		FOGLE ET AL 2		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		10 17N 9W		201109		 	68,291	  
	 035305
		FOGLE ET AL A 2 ALT		EL PASO E&P COMPANY LP		SHUT DOWN OR T&A		LOUISIANA		WEBSTER		4 17N 9W NW SE SW		201101		 	1,366	  
	 032113
		FORD #2-25		DEVON ENERGY PRODUCTION, CO LP		SHUT DOWN OR T&A		OKLAHOMA		CUSTER		25-13N-17W		201102		 	17,227	  
	 032915
		FORD #3-25		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		OKLAHOMA		CUSTER		25-13N-17W		201108		 	7,099	  
	 033319
		FORD #4-25		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		OKLAHOMA		CUSTER		25-13N-17W		201108		 	26,618	  
	 001647
		FORT CHAFFE FEDERAL #1-20		XTO ENERGY INC.		PRODUCING WELL		ARKANSAS		SEBASTIAN		PART SEC. 19 & 20-7N-31W		201108		 	(70	) 
	 030915
		FORT CHAFFE FEDERAL #2-19		XTO ENERGY INC.		PRODUCING WELL		ARKANSAS		SEBASTIAN		PART SEC. 19 & 20-7N-31W		201108		 	(1,465	) 
	 021816
		FORT SILL UNIT 4-2 SEC 30		FOREST OIL CORPORATION		PRODUCING WELL		OKLAHOMA		CADDO		30-5N-10W		201108		 	125,082	  
	 033223
		FOSTER #1		TORCH E & P PROCESSING		PRODUCING WELL		TEXAS		RUSK		F.C. BOOKER SVY, A-148		201108		 	(1,449	) 
	 003286
		FOSTER #1-15		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		15-6N-20E		201109		 	514	  
	 037826
		FOSTER #1-22		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		MAJOR		22-22N-14W		201108		 	3,445	  
	 032970
		FOSTER #1-31		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		31-13N-16W		201108		 	802	  
	 033224
		FOSTER #2		TORCH E & P PROCESSING		PRODUCING WELL		TEXAS		RUSK		F.C. BOOKER SVY, A-148		201108		 	(5,719	) 
	 037454
		FOSTER #2-15		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		15-06N-20E		201109		 	4,653	  
	 008926
		FOWLER #1-19 (SIDETRACK)		SAMSON RESOURCES COMPANY		SHUT DOWN OR T&A		OKLAHOMA		BECKHAM		19-12N-21W		201109		 	40,577	  
	 008774
		FOWLER #2-19		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		19-12N-21W		201109		 	21,817	  
	 031132
		FOWLER #3-19		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		19-12N-21W		201109		 	85,858	  
	 038942
		FOWLER-THORNTON #6-19		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BECKHAM		19-12N-21W		201108		 	783	  
	 001707
		FOX #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BLAINE		10-18N-10W		201109		 	35	  
	 006624
		FOX #2-10		RED HAWK RESOURCES, INC.		INACTIVE ORRI/RY		OKLAHOMA		ELLIS		10-18N-26W		200805		 	(30,070	) 
	 007659
		FOX, HENRY 1-31 LEASE		QEP ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		BLAINE		31-19N-10W		201108		 	38,322	  
	 025194
		FRANCES #1		CHEVRON USA INC		PRODUCING WELL		TEXAS		WHEELER		E/2 SEC 19 & W/2 SEC 20,JMLS		201104		 	2,379	  
	 042767
		FRANCES #1-12H		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CARTER		12-03S-01E		201108		 	5	  
	 043114
		FRANCES #2-12H		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CARTER		12-03S-01E		201108		 	388	  
	 034273
		FRANCIS #10-58		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 58, BLK M-1, H&GN SVY		201109		 	(919	) 
	 005929
		FRANCIS #2-58		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 58 BLK M-1 H&GN		201109		 	85	  
	 033262
		FRANCIS #3-58		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 58 BLK M-1 H&GN RR SVY		201109		 	(3,074	) 
	 033435
		FRANCIS #4-58		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 58, BLK M-1, H&GN SVY		201109		 	(2,031	) 
	 033623
		FRANCIS #5-58		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 58, BLK M-1, H&GN SVY		201109		 	(6,061	) 
	 033635
		FRANCIS #6-58		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 58, BLK M-1, H&GN SVY		201109		 	(7,166	) 
	 034160
		FRANCIS #7-58		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 58, BLK M-1, H&GN SVY		201109		 	(9,912	) 
	 034161
		FRANCIS #8-58		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 58, BLK M-1, H&GN SVY		201109		 	(2,648	) 
	 034272
		FRANCIS #9-58		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 58, BLK M-1, H&GN SVY		201109		 	(25,873	) 
	 006659
		FRANK-MORGAN #1-34		APACHE CORPORATION		SHUT DOWN OR T&A		OKLAHOMA		WASHITA		34-11N-19W		200805		 	(19,673	) 
	 035354
		FRANZ 1 9		SWEETWATER EXPLORATION		SHUT DOWN OR T&A		OKLAHOMA		BEAVER		9-5N-21ECM		200503		 	14,003	  
	 006218
		FRASS #1-105		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		LIPSCOMB		105 BLK 10 HT&B SURVEY		201109		 	1,886	  
	 035280
		FRAZIER, KENNON A-1 ALT		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		24 18N 9W SE SE S2		201108		 	1,948	  
	 025718
		FREDA #1-11		NEWFIELD EXPLORATION MID CONT		PRODUCING WELL		OKLAHOMA		GRADY		11-4N-5W		201108		 	1,930	  
	 006116
		FREDERICK A #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		HASKELL		27, 34-9N-22E		201109		 	5,686	  
	 044187
		FREEMAN #1-33		SM ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		33-07N-11W		201108		 	(1,659	) 
	 036143
		FRESCA #1-24		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		24-12N-24W		201109		 	40,450	  









																			
	 		 		 		 		 		 		 		PRODUCTION		NET	 
	 LEASE #
		 LEASE NAME
		 OPERATOR NAME
		 WELL STATUS
		 STATE
		 COUNTY
		 LEGAL DESCRIPTION
		 MONTH
		IMBALANCE	 
	 037329
		FRESCA #2-24		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		24-12N-24W		201109		 	(4	) 
	 038589
		FRESCA #3-24 (CHEROKEE)		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		24-12N-24W		201109		 	91	  
	 038860
		FRIDDLE JESSE #1-3		HANNA OIL & GAS CO.		PRODUCING WELL		ARKANSAS		LOGAN		S/2 SEC 34-07N-27W &		201108		 	190	  
	 004805
		FROST #1-17		UNIT PETROLEUM COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		17-11N-13W		201108		 	70,309	  
	 005448
		FRY #1-19		SPESS OIL COMPANY		PRODUCING WELL		OKLAHOMA		BEAVER		19-3N-24ECM		201108		 	(7,977	) 
	 007122
		FRY-WHEATLEY #2-1042		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		LIPSCOMB		SEC 1042 BLK 43 H&TC RR CO SUR		201109		 	(1,293	) 
	 037806
		FUCHS #2-7		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		07-11N-24W		201109		 	1,622	  
	 035265
		FULLER 1 ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		9 17N 9W W2 SW NW		201109		 	1,146	  
	 035316
		FULLER 2		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		9 17N 9W SE SE NW		201109		 	9,218	  
	 006442
		FULTON #1-33		LAREDO PETROLEUM INC		PRODUCING WELL		OKLAHOMA		CADDO		33-5N-9W		201108		 	18,043	  
	 033799
		FURRH, EUNICE A 1		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		PANOLA		WILLIAM ENGLISH SVY, A-194		201109		 	2,128	  
	 001734
		FURROW #1-22		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		HASKELL		22-7N-21E		201109		 	(2,021	) 
	 033076
		G.C. #1-2		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		ELLIS		2-19N-21W		201108		 	(410	) 
	 001735
		GADEN #1		KAISER-FRANCIS OIL COMPANY		PRODUCING WELL		OKLAHOMA		WOODWARD		26-20N-17W		201108		 	(1,571	) 
	 030315
		GALLION 1 & 3 SEC.5		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		PITTSBURG		05-06N-17E		201108		 	1,126	  
	 035154
		GALLION 2		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		PITTSBURG		5 6N 17E N2 S2 NW		201108		 	(3,654	) 
	 035278
		GALLION 5		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		PITTSBURG		5 6N 17E S2 N2 NE		201108		 	(15	) 
	 030019
		GARDNER #4-15		SAMSON RESOURCES COMPANY		SHUT DOWN OR T&A		ALABAMA		LAMAR		4-16S-16W		201011		 	925	  
	 004888
		GARLAND #2-32		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		HASKELL		32-10N-23E		201109		 	3,086	  
	 005709
		GARRETT #B1-6		NOBLE ENERGY INC		ABANDONED WELL		OKLAHOMA		GRADY		6-8N-8W		199912		 	10,164	  
	 030107
		GARRETT & CO. ‘C’ UNIT		XTO ENERGY INC.		PRODUCING WELL		OKLAHOMA		LATIMER		33-4N-18E		201108		 	237	  
	 041213
		GARRETT AND COMPANY #1-2		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		02-03N-14E		201109		 	8,689	  
	 030675
		GATES #7-2		MARATHON OIL COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		2-14N-22W		201108		 	(4,945	) 
	 006670
		GATZ #1-5		CHESAPEAKE OPERATING, INC.		SHUT DOWN OR T&A		OKLAHOMA		CANADIAN		5-11N-7W		200901		 	3,629	  
	 042272
		GENE #1-25		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		MAJOR		25-22N-14W		201108		 	12,871	  
	 044336
		GENEVA #1-21H		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		WASHITA		21-11N-16W		201108		 	1,682	  
	 006548
		GEORGE #2-11		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		TEXAS		HEMPHILL		SEC 11 BLK M-1 H&GN SURVEY		201108		 	25	  
	 026000
		GEORGE #6-20		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		20-10N-20W		201108		 	40	  
	 006547
		GEORGE (ARDELL) #1-1		CIMAREX ENERGY CO.		PRODUCING WELL		TEXAS		HEMPHILL		17, BLK M-1 H&GN SURVEY		201108		 	(10,431	) 
	 001751
		GEREN #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		LE FLORE		5-10N-27E		201109		 	(7,091	) 
	 004989
		GIBBS UNIT		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ELLIS		19-21N-25W		201109		 	853	  
	 040862
		GIBSON #2-3H		XTO ENERGY INC.		PRODUCING WELL		OKLAHOMA		PITTSBURG		03-03N-12E		201108		 	6,424	  
	 042931
		GILMER #1-15		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		MAJOR		15-20N-11W		201108		 	(10,397	) 
	 003437
		GLADYS ROSE #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		5-2N-14E		201109		 	(4,476	) 
	 042102
		GLADYS ROSE #1H-5		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		05-02N-14E		201109		 	474	  
	 044803
		GLASOE #3-19H		CONTINENTAL RESOURCES, INC.		PRODUCING WELL		NORTH DAKOTA		DIVIDE		SEC 18 & 19-161N-95W		201108		 	882	  
	 035601
		GLASS D #2-ALT		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		4 17N 9W NW NE NW		201108		 	4,257	  
	 035088
		GLASS ESTATE 1		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		25 18N 9W SW NE NE		201108		 	(60	) 
	 035512
		GLASS ESTATE 3 #2		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		3 17N 9W SE SE SW		201109		 	4,776	  
	 035941
		GLASS ESTATE 3 #3 ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		3-17N-9W		201109		 	255	  
	 035306
		GLASS ESTATE 3-1		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		3 17N 9W NW SW SW		201109		 	16,040	  
	 038056
		GLASS ESTATE A #5 ALT		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		25-18N-09W		201108		 	2,352	  
	 041981
		GLASS ESTATE A #7-ALT		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		25-18N-09W		201108		 	2,015	  
	 035120
		GLASS ESTATE A-1-ALT		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		25 18N 9W SE NW NE		201108		 	(3,990	) 
	 035217
		GLASS ESTATE A-2 ALT		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		25 18N 9W NW SE NW		201108		 	(2,192	) 
	 035299
		GLASS ESTATE A-3		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		25 18N 9W SE SE NW		201108		 	5,005	  
	 035527
		GLASS ESTATE A-4		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		25 18N 9W NW NW SE		201108		 	1,279	  
	 035256
		GLASS ESTATE C-1		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		33 18N 9W NE SE SW		201108		 	(181	) 
	 035242
		GLASS ESTATE D-1		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		4 17N 9W NE NE NW		201108		 	2,069	  
	 034303
		GLENN A #1		CREST RESOURCES, INC.		PRODUCING WELL		OKLAHOMA		LATIMER		1-6N-18E		201108		 	4,595	  
	 006436
		GLISAN AMOCO #1-12		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		TEXAS		HEMPHILL		12, BLK M-1 H&GN SURVEY		201108		 	(37,558	) 
	 006250
		GLISAN-STEEN #1		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		13, BLK M-1 H&GN SURVEY		201109		 	12,015	  
	 021879
		GOBER #1		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		ROBERTS		SEC 140 BLK 42 H&TC SURVEY		201109		 	1,441	  
	 005668
		GODDARD, CARL #4-2		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		2-3N-15E		201109		 	762	  
	 004901
		GODDARD, CARL UNIT #2-2		CHEVRON USA INC		PRODUCING WELL		OKLAHOMA		PITTSBURG		2-3N-15E		201108		 	1,784	  
	 005391
		GODDARD,CARL #3-2		CHEVRON USA INC		PRODUCING WELL		OKLAHOMA		PITTSBURG		2-3N-15E		201108		 	(7,846	) 
	 011378
		GODFREY 2-21		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BRYAN		21-6S-7E		201109		 	493	  
	 001776
		GOERING UNIT #2		J BREX COMPANY		PRODUCING WELL		OKLAHOMA		HARPER		22-26N-24W		201108		 	(4,038	) 
	 040380
		GOLDEN GAS UNIT #1		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		TEXAS		RUSK		THOMAS OBAR SVY A-26		201108		 	2,975	  
	 040381
		GOLDEN GAS UNIT #2		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		TEXAS		RUSK		THOMAS O’BAR SVY A-26		201108		 	4,220	  
	 011380
		GOLDIE 1-19 BG0		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		19-12N-15W		201108		 	14,609	  
	 011382
		GOLDIE 2-19		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		19-12N-15W		201108		 	3,181	  
	 007110
		GOOCH #2-984		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		LIPSCOMB		SEC 984 BLK 43 H&TC RR CO SUR		201109		 	347	  
	 033539
		GOOD #1-25		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		GRADY		25-8N-6W		201109		 	789	  
	 033263
		GOOD #2-24		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		GRADY		24-8N-6W		201103		 	—  	  
	 006768
		GOOD 1-24		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		GRADY		24-8N-6W		201103		 	—  	  
	 001782
		GOODIN #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		32-3N-14E		201109		 	2,485	  
	 036471
		GOODWILL 3 #1-ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		03-17N-09W		201109		 	(146	) 
	 036507
		GOODWILL 3 #2 ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		03-17N-09W		201109		 	391	  
	 004205
		GORE #1-4		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		DEWEY		4-16N-18W		201109		 	133,650	  
	 011388
		GORE HEIRS 1-12 SD		SAMSON RESOURCES COMPANY		PRODUCING WELL		MISSISSIPPI		MONROE		12-16S-7E		201109		 	(3	) 
	 008249
		GOULD-FEDERAL #2-21		XTO ENERGY INC.		PRODUCING WELL		OKLAHOMA		MAJOR		21-22N-14W		201108		 	(28,643	) 
	 040176
		GRABER, J 1-2		NOBLE ENERGY INC		PRODUCING WELL		KANSAS		KEARNY		07-24S-37W		201108		 	10,134	  
	 040150
		GRABER, J 1-A		NOBLE ENERGY INC		PRODUCING WELL		KANSAS		KEARNY		07-24S-37W		201108		 	36,254	  
	 040177
		GRABER, M 1-2		NOBLE ENERGY INC		PRODUCING WELL		KANSAS		KEARNY		18-24S-37W		201108		 	4,884	  
	 030021
		GRACE #35-2 (CASING)		LAND & NATURAL RESOURCES DEV		ABANDONED WELL		ALABAMA		PICKENS		35-18S-15W		201011		 	—  	  
	 030022
		GRACE #35-2T (LEWIS)		GERMANY OIL COMPANY		ABANDONED WELL		ALABAMA		PICKENS		35-18S-15W		200104		 	(865	) 
	 021926
		GRAY 1-22		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		STEPHENS		22-2N-8W		201108		 	2,162	  
	 024008
		GRAY 2-22 (BEGGS/BRISCOE)		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		STEPHENS		22-2N-8W		201108		 	9,837	  
	 021927
		GRAY 2-22 (HOXBAR)		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		STEPHENS		22-2N-8W		201108		 	(259	) 
	 035324
		GRAY ET AL 2		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		3 17N 9W NE SE NW		201109		 	2,837	  
	 035267
		GRAY ET AL1 ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		3 17N 9W NW NW SW		201109		 	314	  
	 031285
		GRAY RA SUO-CA ANTRIUM-D2		XTO ENERGY INC.		PRODUCING WELL		LOUISIANA		BOSSIER		35-22N-11W		201107		 	(3,460	) 
	 006387
		GRAY, DONALD #1-28		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		28-10N-12W		201109		 	7,092	  
	 035074
		GRAY, IRENE 1-D		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		9 17N 9W SE NE NW		201109		 	26,772	  
	 033587
		GREEN #4-1A		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		WASHITA		1-11N-20W		201108		 	(124	) 
	 008937
		GREEN EST #3		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		29-10N-26W		201109		 	284	  
	 006984
		GREEN EST. 2		SM ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		29-10N-26W		201108		 	77,096	  
	 039136
		GREG #1-31		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		WOODWARD		31-26N-17W		201108		 	(686	) 
	 006179
		GREGORY #1-29		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BECKHAM		29-12N-21W ALL		201108		 	551	  
	 032267
		GREGORY A G GU #1		EXXON-MOBIL OIL CORPORATION		PRODUCING WELL		TEXAS		RUSK		WM FRISBY SVY, A-280		201108		 	3,183	  
	 032268
		GREGORY A G GU #2		EXXON-MOBIL OIL CORPORATION		PRODUCING WELL		TEXAS		RUSK		WM FRISBY SVY, A-280		201108		 	(360	) 
	 032343
		GREGORY A G GU #3		EXXON-MOBIL OIL CORPORATION		PRODUCING WELL		TEXAS		RUSK		WM FRISBY SVY, A-280		201108		 	(241	) 
	 032342
		GREGORY A G GU #4		EXXON-MOBIL OIL CORPORATION		PRODUCING WELL		TEXAS		RUSK		WM FRISBY SVY, A-280		201108		 	(540	) 
	 031462
		GREGSTON, CARL 1		EXXON-MOBIL OIL CORPORATION		PRODUCING WELL		TEXAS		GREGG		S. L. DAVIS SVY A-61		201108		 	2,446	  
	 006675
		GRIFFITTS-TURNBULL #1-2		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		2-6N-10W		200704		 	7,386	  
	 021938
		GROFF 1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		MARSHALL		2-8S-4E		201109		 	16,721	  
	 001814
		GUENZEL #1		KAISER-FRANCIS OIL COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		15-14N-26W		201108		 	(256,708	) 









																			
	 		 		 		 		 		 		 		PRODUCTION		NET	 
	 LEASE #
		 LEASE NAME
		 OPERATOR NAME
		 WELL STATUS
		 STATE
		 COUNTY
		 LEGAL DESCRIPTION
		 MONTH
		IMBALANCE	 
	 035219
		GUICE A-1		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		18 18N 8W SW NE SE		201108		 	11	  
	 007386
		GULF MESA SAPPINGTON #2		CHEVRON USA INC		PRODUCING WELL		TEXAS		HEMPHILL		G W ARRINGTON		201108		 	5,546	  
	 007387
		GULF MESA SAPPINGTON #3		CHEVRON USA INC		PRODUCING WELL		TEXAS		HEMPHILL		G W ARRINGTON		201108		 	28,102	  
	 007388
		GULF MESA SAPPINGTON #4		CHEVRON USA INC		PRODUCING WELL		TEXAS		HEMPHILL		G W ARRINGTON		201108		 	(39,632	) 
	 034570
		GUTHRIE #2-34		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		WASHITA		34-11N-19W		201108		 	(169	) 
	 037598
		GUTHRIE #3-34		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		WASHITA		34-11N-19W		201108		 	(54	) 
	 005768
		GWARTNEY #23-4		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		23-14N-20W		201108		 	6,619	  
	 011417
		GWYN 1 MG		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		LOGAN		22-15N-4W		201109		 	3,250	  
	 012351
		HAAS #2-35		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		35-10N-12W		201109		 	9,679	  
	 044957
		HAGER #1-16H		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		WASHITA		16-11N-20W		201108		 	901	  
	 006833
		HAGGARD #2-11		WYNN-CROSBY OPERATING LTD		PRODUCING WELL		OKLAHOMA		CUSTER		11-13N-17W		201108		 	2,846	  
	 006666
		HAGGARD #4-20		CONOCOPHILLIPS COMPANY		SHUT DOWN OR T&A		OKLAHOMA		WASHITA		20-10N-20W		200905		 	—  	  
	 038432
		HAGGARD #7-20		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		20-10N-20W		201108		 	1,907	  
	 006665
		HAGGARD 3-20		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		20-10N-20W		201108		 	(117	) 
	 021977
		HAGGARD 5		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		20-10N-20W		201108		 	1,388	  
	 025463
		HALEY #2-31		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		BECKHAM		31-11N-22W		201108		 	(766	) 
	 025544
		HALEY #3-31		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		BECKHAM		31-11N-22W		201108		 	2,860	  
	 026455
		HALEY #4-31		CHESAPEAKE OPERATING, INC.		SHUT DOWN OR T&A		OKLAHOMA		BECKHAM		31-11N-22W		201108		 	529	  
	 008632
		HALEY 1-31		CHESAPEAKE OPERATING, INC.		SHUT DOWN OR T&A		OKLAHOMA		BECKHAM		31-11N-22W		201108		 	(43,839	) 
	 030108
		HALL #1-18		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		18-3N-13E		201108		 	301	  
	 044558
		HALL #1-19H		XTO ENERGY INC.		PRODUCING WELL		OKLAHOMA		PITTSBURG		19-03N-13E		201108		 	1,506	  
	 001841
		HALL D #1		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		PITTSBURG		19-3N-13E		201108		 	8,963	  
	 004710
		HALL, KENNER #2		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		CUSTER		19-12N-20W		201108		 	31,792	  
	 006215
		HAMAR #1		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		2-14N-14W		201108		 	279	  
	 006560
		HAMILTON #1-17		KAISER-FRANCIS OIL COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		17-10N-12W		201108		 	(238	) 
	 032914
		HAMILTON #2-17		KAISER-FRANCIS OIL COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		17-10N-12W		201108		 	72	  
	 033320
		HAMILTON #4-28		CRAWLEY PETROLEUM CORP.		PRODUCING WELL		OKLAHOMA		WOODWARD		28-20N-21W		201108		 	1,844	  
	 001850
		HAMMOND #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		LE FLORE		4-7N-23E		201109		 	130	  
	 008265
		HAMMOND #2		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		LE FLORE		4-7N-23E		201109		 	5,202	  
	 041706
		HAMMOND #6-4		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		LE FLORE		04-07N-23E		201109		 	6,558	  
	 005536
		HARDY #15-3		UNIT PETROLEUM COMPANY		APO ONLY		OKLAHOMA		ELLIS		15-23N-25W		201108		 	(1,977	) 
	 007907
		HARDY 1-15		UNIT PETROLEUM COMPANY		PRODUCING WELL		OKLAHOMA		ELLIS		15-23N-25W		201108		 	4,355	  
	 005519
		HARMS #2-25		NOBLE ENERGY INC		PRODUCING WELL		OKLAHOMA		CUSTER		25-12N-15W		201108		 	(310	) 
	 006262
		HARRELL #1-2		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		2-11N-20W CSE		201109		 	44,103	  
	 006440
		HARRELL-MERZ #1-11		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		11-11N-20W		201109		 	35	  
	 004317
		HARRINGTON #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		32-4N-14E		201109		 	5,360	  
	 006684
		HARRINGTON 1-35		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		35-12N-23W		201109		 	(43	) 
	 030683
		HARRIS #2		APACHE CORPORATION		SHUT DOWN OR T&A		TEXAS		WHEELER		SEC. 13, BLK OS2		201010		 	(11,478	) 
	 031243
		HARRIS #2-13		XTO ENERGY INC.		PRODUCING WELL		ARKANSAS		JOHNSON		13-9N-25W		201108		 	2,855	  
	 001864
		HARRIS I #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		24-4N-14E		201109		 	179,499	  
	 030764
		HARRIS I #2		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		24-4N-14E		201104		 	17,589	  
	 006135
		HARRIS UNIT #1		APACHE CORPORATION		SHUT DOWN OR T&A		TEXAS		WHEELER		20 BLK A-7 H&GN SURVEY		199905		 	(7,174	) 
	 036434
		HARRIS, MAMIE L #5-1 ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		05-17N-09W		201109		 	10,593	  
	 003303
		HARRISON #1-22		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		22-6N-19E		201108		 	(4,165	) 
	 006414
		HARRISON #2-16		SM ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		16-10N-20W		201108		 	(9,066	) 
	 005332
		HARRISON #2-22		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		22-6N-19E		201108		 	(353	) 
	 004921
		HARRISON #2-30		KAISER-FRANCIS OIL COMPANY		SHUT DOWN OR T&A		OKLAHOMA		MCCLAIN		30-5N-3W		201103		 	(3,884	) 
	 038452
		HARRISON #2-6		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		06-13N-24W		201108		 	9	  
	 006685
		HARRISON 1-13		SAMSON LONE STAR, LLC		SHUT DOWN OR T&A		TEXAS		HEMPHILL		13 BLK Z-1 ACH&B&H&W SURVEY		201002		 	(3,280	) 
	 030970
		HART #1-30		CHESAPEAKE OPERATING, INC.		SHUT DOWN OR T&A		OKLAHOMA		BECKHAM		30-11N-22W		200902		 	9,480	  
	 025597
		HART #1-31		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		BECKHAM		31-11N-22W		201108		 	133	  
	 004924
		HART #1-36		UNIT PETROLEUM COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		36-11N-13W		201108		 	(3,286	) 
	 004925
		HART #1-6		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		06-10N-12W		201109		 	79,203	  
	 031345
		HART 4 (SANDY HOOK GU 21)		MILAGRO EXPLORATION LLC		PRODUCING WELL		MISSISSIPPI		MARION		21-1N-14E		201108		 	(6,973	) 
	 031346
		HART, J W 2		MILAGRO EXPLORATION LLC		SHUT DOWN OR T&A		MISSISSIPPI		MARION		28-1N-14E		200601		 	13,931	  
	 011431
		HARVEY 13-1		LINN OPERATING INC		PRODUCING WELL		OKLAHOMA		ELLIS		13-23N-24W		201108		 	86	  
	 042011
		HARVEY, ET AL 21 #1-ALT		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		21-18N-08W		201108		 	(838	) 
	 006807
		HATCHER 2-30		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CUSTER		30-15N-17W		201109		 	37,654	  
	 005170
		HATTER FARMS #20-4		LINN ENERGY HOLDINGS LLC		PRODUCING WELL		OKLAHOMA		LE FLORE		20-8N-24E		201108		 	(33,312	) 
	 004462
		HATTER FARMS #2-20		LINN ENERGY HOLDINGS LLC		PRODUCING WELL		OKLAHOMA		LE FLORE		20-8N-24E		201108		 	(67,905	) 
	 040288
		HATTER FARMS #3-20 (BRAZIL)		LINN ENERGY HOLDINGS LLC		PRODUCING WELL		OKLAHOMA		LE FLORE		20-08N-24E		201108		 	(119,614	) 
	 044123
		HATTER FARMS #3-20 (RED OAK)		LINN ENERGY HOLDINGS LLC		PRODUCING WELL		OKLAHOMA		LE FLORE		20-08N-24E		201108		 	16,327	  
	 007630
		HAWK UNIT #1		SAMSON RESOURCES COMPANY		SHUT DOWN OR T&A		OKLAHOMA		HARPER		17-28N-24W		201104		 	12,120	  
	 035304
		HAYES A-1		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		18 18N 8W SE SW SW		201108		 	(31	) 
	 011436
		HAYS, TENNIE B. #1-5		SAMSON RESOURCES COMPANY		PRODUCING WELL		ALABAMA		LAMAR		1-16S-16W		201105		 	5,124	  
	 032269
		HEARNE D M GU 1 #2		EXXON-MOBIL OIL CORPORATION		PRODUCING WELL		TEXAS		RUSK		JACOB TAYLOR SVY, A-775		201108		 	3,733	  
	 022079
		HEARON 1-4		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		GARVIN		4-3N-3W		201109		 	22	  
	 036604
		HEATHER #1-5		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		05-10N-25W		201108		 	(2	) 
	 024041
		HEDGECOCK # 3-12		NOBLE ENERGY INC		PRODUCING WELL		OKLAHOMA		CADDO		12-12N-12W C SE/4		201108		 	(345	) 
	 025769
		HEDGECOCK #4-12		NOBLE ENERGY INC		PRODUCING WELL		OKLAHOMA		CADDO		12-12N-12W		201108		 	134	  
	 022080
		HEDGECOCK 1		NOBLE ENERGY INC		PRODUCING WELL		OKLAHOMA		CADDO		12-12N-12W		201108		 	(866	) 
	 040823
		HEFLEY #10-37		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		TEXAS		WHEELER		SEC 37 BLK M-1 H&GN SVY		201108		 	478	  
	 040653
		HEFLEY #12-36		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		TEXAS		WHEELER		SECTION 36 BLK M-1 H&GN SVY		201108		 	254	  
	 022086
		HEFLEY #1-36		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		TEXAS		WHEELER		SEC 36, BLK M-1, H&GN SVY		201108		 	(5,600	) 
	 022087
		HEFLEY #1-37		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		TEXAS		WHEELER		SEC 37, BLK M-1, H&GN SVY		201108		 	11,181	  
	 022088
		HEFLEY #1-47		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		WHEELER		SEC 47 BLK M-1 H&GN SURVEY		201109		 	1,454	  
	 026446
		HEFLEY #2-36		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		TEXAS		WHEELER		SEC 36 BLK M-1 H&GN SVY		201108		 	140	  
	 025081
		HEFLEY #2-37		DEVON ENERGY PRODUCTION, CO LP		SHUT DOWN OR T&A		TEXAS		WHEELER		SEC. 37, BLK M-1, H&GN SVY		201108		 	7,281	  
	 022090
		HEFLEY #2-48A		SAMSON LONE STAR, LLC		ABANDONED WELL		TEXAS		WHEELER		SEC 48 BLK M-1 H&GN SURVEY		200912		 	44	  
	 006307
		HEFLEY #3-32		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 32 BLK M-1 H&GN SURVEY		201109		 	12,027	  
	 040659
		HEFLEY #3-36		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		TEXAS		WHEELER		SECTION 36, BLK M-1, H&GN SVY		201108		 	59	  
	 040661
		HEFLEY #4-36		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		TEXAS		WHEELER		SECTION 36 BLK M-1 H&GN SVY		201108		 	70	  
	 040665
		HEFLEY #8-36		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		TEXAS		WHEELER		SECTION 36 BLK M-1 H&GN SVY		201108		 	109	  
	 032783
		HEITNER #3-13		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		13-5N-19E		201108		 	5,210	  
	 034502
		HEITNER #4-13		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		13-05N-19E		201108		 	2,309	  
	 034888
		HENDERSON 1-9		EAGLE ROCK MID-CONTINENT OPERA		PRODUCING WELL		ARKANSAS		LOGAN		9-8N-23W C E2		201108		 	(3,535	) 
	 001907
		HENDRICKS #1-1		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CARTER		1-3S-1E		201108		 	(41	) 
	 030728
		HENDRICKS #1-10		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		CADDO		10-6N-9W		201108		 	339	  
	 030913
		HENDRICKS #1-15 (TAYLOR #15B)		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		CADDO		15-6N-9W		201108		 	1,315	  
	 031130
		HENDRICKS #2-10		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		CADDO		10-6N-9W		201108		 	2,254	  
	 044929
		HENDRY #1H		PENN VIRGINIA OIL & GAS LP		PRODUCING WELL		TEXAS		HARRISON		WILLIAM SMITH SVY, A-21		201108		 	(11,804	) 
	 012506
		HENDRY #2-8		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		8-38N-90W		201108		 	(259,835	) 
	 038083
		HENRICKS #3-10		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		CADDO		10-06N-09W		201108		 	(751	) 
	 003907
		HENRY #1-32		SAMSON RESOURCES COMPANY		PRODUCING WELL		ARKANSAS		SEBASTIAN		29,32-8N-32W		201109		 	181	  
	 031245
		HENSLEY #2-10		XTO ENERGY INC.		PRODUCING WELL		OKLAHOMA		WOODWARD		10-23N-18W		201108		 	(1,893	) 
	 030337
		HENSLEY 3-10		XTO ENERGY INC.		PRODUCING WELL		OKLAHOMA		WOODWARD		10-23N-18W		201108		 	4	  
	 007195
		HERIFORD #1-17		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		CUSTER		17-15N-20W		201108		 	73,074	  
	 041296
		HESTER #1-3 - CHESAPEAKE		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		BECKHAM		03-10N-23W		201108		 	349	  









																			
	 		 		 		 		 		 		 		PRODUCTION		NET	 
	 LEASE #
		 LEASE NAME
		 OPERATOR NAME
		 WELL STATUS
		 STATE
		 COUNTY
		 LEGAL DESCRIPTION
		 MONTH
		IMBALANCE	 
	 005182
		HIGHLEY-DODSON #1-14		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		ROGER MILLS		14-13N-22W		201108		 	1,839	  
	 004019
		HIGHTOWER #1-25		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		HASKELL		25-8N-21E		201109		 	79,038	  
	 004567
		HINKLE #1-28		LINN OPERATING INC		PRODUCING WELL		OKLAHOMA		WASHITA		28-10N-20W		201108		 	4,478	  
	 038003
		HINKLE #3-28		KAISER-FRANCIS OIL COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		28-10N-20W		201108		 	1,342	  
	 001935
		HINKLE, WALTER		CHEVRON USA INC		PRODUCING WELL		OKLAHOMA		BLAINE		23-16N-11W		201108		 	(43,416	) 
	 003854
		HINKLE, WALTER #2		CHEVRON USA INC		SHUT DOWN OR T&A		OKLAHOMA		BLAINE		23-16N-11W		201108		 	(6,992	) 
	 004242
		HINKLE, WALTER #3 (IRA #1-23)		CHEVRON USA INC		PRODUCING WELL		OKLAHOMA		BLAINE		23-16N-11W		201108		 	34,030	  
	 004318
		HODGENS #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		16-3N-14E		201109		 	(39,146	) 
	 005477
		HODGES #1-4		MARLIN OIL CORPORATION		PRODUCING WELL		OKLAHOMA		BEAVER		4-5N-24ECM		201108		 	(90	) 
	 030922
		HOFFMAN #1-34		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		WASHITA		34-11N-19W		201108		 	(2,317	) 
	 033636
		HOFFMAN #2-35		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		WASHITA		35-11N-19W		201108		 	150	  
	 006425
		HOGAN #3-17		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		17-12N-17W		201108		 	875	  
	 001943
		HOLLAND #3-1		HANNA OIL & GAS CO.		PRODUCING WELL		ARKANSAS		LOGAN		3-6N-27W		201108		 	(1,756	) 
	 042041
		HOLLEY A #3-ALT		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		26-18N-09W		201108		 	2,250	  
	 035236
		HOLLEY A-1 ALT		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		26-18N-09W SE SW NE		201108		 	3,958	  
	 035328
		HOLLEY A-2 ALT		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		26 18N 9W NW NW NE		201108		 	3,752	  
	 035331
		HOLLEY B-1		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		25 18N 9W NW SW NW		201108		 	791	  
	 039787
		HOLT 19 #2		SAMSON LONE STAR, LLC		SHUT DOWN OR T&A		TEXAS		WHEELER		SEC 19 BLK RE R&E SVY		201105		 	3,313	  
	 035258
		HOLT ET AL 1		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		9 17N 9W NW NE SE		201109		 	1,112	  
	 045485
		HOLTE #1-32H		CONTINENTAL RESOURCES, INC.		PRODUCING WELL		NORTH DAKOTA		WILLIAMS		05-159N-95W & 32-160N-95W		201108		 	(161	) 
	 004156
		HOLTON #1		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		LE FLORE		32-8N-26E		201108		 	2,163	  
	 035101
		HOOD 24-1		WILDHORSE RESOURCES LLC		SHUT DOWN OR T&A		LOUISIANA		LINCOLN		24 19N 5W SE NW NE		200505		 	(2,122	) 
	 011463
		HOOPER 1-17 BG0		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		COMANCHE		17-4N-10W		201108		 	60,342	  
	 001952
		HOPPER		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		21-3N-14E		201109		 	31,373	  
	 001953
		HOPPER #1-25		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		OKLAHOMA		PITTSBURG		25-3N-14E		201108		 	(6,233	) 
	 037484
		HOPPER #2-21		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		21-03N-14E		201109		 	557	  
	 003851
		HOPPER #2-25		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		OKLAHOMA		PITTSBURG		25-3N-14E		201108		 	(4,769	) 
	 037993
		HOPPER #3-25		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		25-03N-14E		201103		 	—  	  
	 004184
		HORTON #1-28		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CUSTER		28-13N-14W		201109		 	685	  
	 004171
		HORTON #2 (SPIRO)		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		HASKELL		5-7N-22E		201108		 	(2,893	) 
	 012172
		HOUSER 1-11		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		11-7N-14E		201109		 	38,948	  
	 007906
		HOWARD GLEN #1-34		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BEAVER		34-2N-26ECM		201109		 	(327	) 
	 006847
		HOWE #1		CRAWLEY PETROLEUM CORP.		SHUT DOWN OR T&A		TEXAS		HEMPHILL		SEC 1 BLK 1 G&M SURVEY		201105		 	25	  
	 007372
		HOWELL #4-72		SAMSON LONE STAR, LLC		SHUT DOWN OR T&A		TEXAS		HEMPHILL		72 BLK A-2 H&GN RR SURVEY		200812		 	1,149	  
	 039640
		HOWLING FISH #1-11		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		11-13N-22W		201109		 	2,707	  
	 033287
		HOYT A UNIT #4		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		DEWEY		27-18N-17W		201108		 	1,408	  
	 006434
		HUBBARD #1-A		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		13-10N-21W		201109		 	(29,127	) 
	 039143
		HUBBARD #2-13		SAMSON RESOURCES COMPANY		SHUT DOWN OR T&A		OKLAHOMA		BECKHAM		13-10N-21W		201109		 	17,397	  
	 005764
		HUBBART #1-19		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		CUSTER		19-14N-19W		201108		 	7	  
	 022181
		HUDSON #1-3		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		TEXAS		WHEELER		SEC 3 BLK C SR COOPER SVY		201108		 	8,466	  
	 004720
		HUDSON UNIT		WILDHORSE RESOURCES LLC		PRODUCING WELL		TEXAS		PANOLA		CARTHAGE FIELD		201108		 	(16,105	) 
	 006550
		HUFF #1		CIMAREX ENERGY CO.		ORRI/RY		TEXAS		HEMPHILL		16 BLK M-1 H&GN SURVEY		201108		 	1,225	  
	 037468
		HUFF #3-16		CIMAREX ENERGY CO.		PRODUCING WELL		TEXAS		HEMPHILL		SEC 16 BLK M-1 H&GN RR SVY		201108		 	1,121	  
	 037327
		HUFF #4-16		CIMAREX ENERGY CO.		PRODUCING WELL		TEXAS		HEMPHILL		SEC 16 BLK M-1 H&GN SVY		201108		 	1,082	  
	 044534
		HUFF 16 #5H		CIMAREX ENERGY CO.		PRODUCING WELL		TEXAS		HEMPHILL		SEC 16 BLK M-1 H&GN RR CO SVY		201108		 	920	  
	 013587
		HUFF RANCH 48-5		NEWFIELD EXPLORATION MID CONT		PRODUCING WELL		TEXAS		WHEELER		SEC 48 BLK A-3 H&GN SVY		201108		 	255	  
	 013588
		HUFF RANCH 48-6		NEWFIELD EXPLORATION MID CONT		PRODUCING WELL		TEXAS		WHEELER		SEC 48 BLK A-3 H&GN SVY		201108		 	241	  
	 013589
		HUFF RANCH 48-7		NEWFIELD EXPLORATION MID CONT		PRODUCING WELL		TEXAS		WHEELER		SEC 48 BLK A-3 H&GN SVY		201108		 	220	  
	 030990
		HUGHES #1-28		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		CUSTER		28-14N-20W		201108		 	(347	) 
	 033744
		HUGHES #2-28		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		CUSTER		28-14N-20W		201108		 	683	  
	 012814
		HUGHES #5-29		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		29-14N-20W		201108		 	909	  
	 012892
		HUGHES #6-29		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		29-14N-20W		201108		 	905	  
	 011478
		HUGHES 2-29		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		29-14N-20W		201108		 	(16,133	) 
	 040300
		HUGHES FUEL 1		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		PITTSBURG		35-07N-17E		201108		 	(1,379	) 
	 011480
		HUGUS 1-21		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		21-13N-22W		201109		 	3,653	  
	 026742
		HULS #4-24H		MARATHON OIL COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		24-11N-19W		201108		 	5,182	  
	 006551
		HUMPHREYS #3		CREDO PETROLEUM CORP		PRODUCING WELL		TEXAS		HEMPHILL		163, BLK 41 H&TC SURVEY		201108		 	(1,499	) 
	 025567
		HUNNICUTT #20-2		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		20-13N-18W		201108		 	106	  
	 006380
		HUNT #1-22		SAMSON RESOURCES COMPANY		SHUT DOWN OR T&A		OKLAHOMA		CUSTER		22-12N-18W		201102		 	2,028	  
	 045622
		HUNTER 30-2H		NEWFIELD EXPLORATION MID CONT		PRODUCING WELL		TEXAS		WHEELER		SEC 30 BLK A-3 H&GN SVY		201108		 	(72	) 
	 007091
		HUNTER R G #1		APACHE CORPORATION		PRODUCING WELL		TEXAS		WHEELER		SEC 9, BLK A-4, H&GN SVY		201108		 	69	  
	 030548
		HUNTER UNIT #3		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		ELLIS		10-22N-25W		201108		 	7,481	  
	 006277
		HUNTER-RYAN #1		APACHE CORPORATION		APO ONLY		OKLAHOMA		BECKHAM		4-10N-22W		201104		 	29,454	  
	 011484
		HUSSEY TW 1-10 HG&G		SPRAGINS, ED S.		PRODUCING WELL		OKLAHOMA		STEPHENS		10-2N-5W		201108		 	172	  
	 035037
		HUSTON #1-25		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		BLAINE		25-19N-12W		201108		 	(122	) 
	 004005
		IBISON #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		LE FLORE		10-8N-27E		201109		 	4,087	  
	 007669
		IDEAL 1-23		QEP ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		BLAINE		23-19N-12W		201108		 	(6	) 
	 037097
		IGNACIO 32-7 #16-1 [FC]		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		16-32N-7W		201109		 	30,563	  
	 038915
		IGNACIO 32-7 #16-2		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		16-32N-07W		201109		 	4,747	  
	 037098
		IGNACIO 32-7 #16-3 (FC)		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		16-32N-7W		201109		 	4,510	  
	 037100
		IGNACIO 32-7 #21-1 [FC]		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		21-32N-7W		201109		 	875	  
	 037102
		IGNACIO 32-7 #22-1 [FC]		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		22-32N-7W		201109		 	13,029	  
	 037103
		IGNACIO 32-7 #23-1 (FC) ST		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		23-32N-7W		201109		 	6,058	  
	 038916
		IGNACIO 32-7 16-4		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		16-32N-07W NESE		201109		 	15,261	  
	 037104
		IGNACIO 32-7-21 #2		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		21-32N-7W		201109		 	27,811	  
	 039817
		IGNACIO 32-7-21 #3		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		21-32N-07W SWNE		201109		 	(1,269	) 
	 039420
		IGNACIO 32-7-22 #2		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		22-32N-07W SENW		201109		 	6,281	  
	 037105
		IGNACIO 32-7-22 #3		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		22-32N-7W		201109		 	7,536	  
	 038997
		IGNACIO 32-7-22 #4		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		22-32N-07W W/2 & W/2 E/2		201109		 	7,772	  
	 037106
		IGNACIO 32-7-23 #2		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		23-32N-7W		201109		 	10,477	  
	 045027
		IGNACIO 32-7-23 #4		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		23-32N-07W		201109		 	7,731	  
	 040443
		IGNACIO 32-7-23 #5		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		23-32N-07W		201109		 	11,295	  
	 037109
		IGNACIO 33-7 #29-2 [FC]		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		29-33N-7W		201109		 	33,804	  
	 037110
		IGNACIO 33-7 #29-3		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		29-33N-7W		201109		 	65,981	  
	 039048
		IGNACIO 33-7-29 #4		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		29-33N-07W		201109		 	2,452	  
	 041054
		IGNACIO 33-7-29 #5R		SAMSON RESOURCES COMPANY		SHUT DOWN OR T&A		COLORADO		LA PLATA		29-33N-07W SWNW		200810		 	10,267	  
	 037117
		IGNACIO 33-8 #21 [MV]		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		23-33N-8W		201109		 	25,050	  
	 037118
		IGNACIO 33-8 #7 (MV)		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		23-33N-8W		201109		 	17,935	  
	 034647
		IMA SHAW #1-2		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		ELLIS		2-19N-21W		201108		 	(811	) 
	 006720
		INA #1		LINN OPERATING INC		PRODUCING WELL		OKLAHOMA		ROGER MILLS		25-12N-25W		201108		 	(811	) 
	 004061
		INDIAN NATIONS #1-19		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		OKLAHOMA		PITTSBURG		19-3N-15E		201108		 	78,194	  
	 001984
		INDIAN NATIONS #1-29		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		29-3N-15E		201109		 	(41,743	) 
	 004062
		INDIAN NATIONS #1-30		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		OKLAHOMA		PITTSBURG		30-3N-15E		201108		 	29,255	  
	 038147
		INDIAN NATIONS #2-19 (SUB-WAP)		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		19-03N-15E		201109		 	2	  
	 037690
		INDIAN NATIONS #2-19 (WAP)		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		19-03N-15E		201109		 	140	  
	 037871
		INDIAN NATIONS #2-30 (EUNICE)		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		30-03N-15E		201101		 	4	  
	 041596
		INDIAN NATIONS #2-30 (WOOD)		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		30-03N-15E		201109		 	2	  
	 005957
		INEZ #2-9		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		9-9N-19W		201108		 	(162	) 









																			
	 		 		 		 		 		 		 		PRODUCTION		NET	 
	 LEASE #
		 LEASE NAME
		 OPERATOR NAME
		 WELL STATUS
		 STATE
		 COUNTY
		 LEGAL DESCRIPTION
		 MONTH
		IMBALANCE	 
	 005099
		INGLE #1-10		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		ELLIS		10-23N-25W		201108		 	191,223	  
	 032708
		INGLE #2-10		APACHE CORPORATION		SHUT DOWN OR T&A		OKLAHOMA		ELLIS		10-23N-25W		201107		 	(2,168	) 
	 031229
		INGLE #3-10		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		ELLIS		10-23N-25W		201108		 	(10,369	) 
	 025602
		INLOW #2-11		NOBLE ENERGY INC		PRODUCING WELL		OKLAHOMA		CADDO		11-12N-12W		201108		 	(343	) 
	 025815
		INLOW #3-11		NOBLE ENERGY INC		PRODUCING WELL		OKLAHOMA		CADDO		11-12N-12W		201108		 	(301	) 
	 025848
		INLOW #4-11		NOBLE ENERGY INC		PRODUCING WELL		OKLAHOMA		CADDO		11-12N-12W		201108		 	884	  
	 007874
		INSELMAN 1-3		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ELLIS		3-16N-24W		201109		 	59,809	  
	 008039
		INSELMAN 1-4		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ELLIS		4-16N-24W		201109		 	118	  
	 004441
		INVESTORS ROYALTY #2-29		XTO ENERGY INC.		PRODUCING WELL		OKLAHOMA		PITTSBURG		29-3N-12E		201108		 	(963	) 
	 023890
		IRA #4-9		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		9-9N-19W		201108		 	(104	) 
	 033345
		IRENE #1-2		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		CADDO		2-6N-9W		201108		 	200	  
	 001994
		ISAACS #1-210		CHEVRON USA INC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 210 BLOCK C G&MMBA SURVEY		201108		 	(6,339	) 
	 001989
		ISAACS #2-209		CHEVRON USA INC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 209 W43.93 ACR SEC 210, 230		201108		 	39,829	  
	 007098
		ISAACS #2-210		CHEVRON USA INC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 210 BLK G&MMB&A SURVEY		201108		 	1,826	  
	 001996
		ISAACS #2-214		CHEVRON USA INC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 214 BLOCK C G&MMBA SURVEY		201108		 	10,531	  
	 007207
		ISAACS #3-208		CHEVRON USA INC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 208 BLK G&MMB&A SURVEY		201108		 	7,497	  
	 001993
		ISAACS #3-209 (GRANITE WASH)		CHEVRON USA INC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 209 BLOCK C G&M MB&A SVY		201108		 	58	  
	 007146
		ISAACS #3-210		CHEVRON USA INC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 210 BLK G&MMB&A SURVEY		201108		 	6,098	  
	 008398
		ISAACS #3-211		CHEVRON USA INC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 211 BLK G&MMB&A SURVEY		201108		 	430	  
	 001990
		ISAACS #4-209		CHEVRON USA INC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 209 W43.39 ACRES		201108		 	6,658	  
	 007212
		ISAACS #4-210		CHEVRON USA INC		SHUT DOWN OR T&A		TEXAS		HEMPHILL		SEC 210 BLK G&MMB&A SURVEY		200909		 	1,842	  
	 032835
		ISAACS #4-211		CHEVRON USA INC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 211, BLK C		201107		 	29,365	  
	 007172
		ISAACS #5-210		CHEVRON USA INC		SHUT DOWN OR T&A		TEXAS		HEMPHILL		SEC 210 BLK G&MMB&A SURVEY		200912		 	9,081	  
	 003822
		ISAACS #6-210		CHEVRON USA INC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 210, BLK C,G&MMB & A SVY		201108		 	688	  
	 036023
		ISAACS #7-208		CHEVRON USA INC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 208 BLK C G&M&MB&A SVY		201108		 	29,037	  
	 003895
		ISAACS #7-209		CHEVRON USA INC		SHUT DOWN OR T&A		TEXAS		HEMPHILL		BLOCK C G&MMBA SURVEY		201010		 	2,705	  
	 032758
		ISAACS 208 #4		CHEVRON USA INC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 208, BLK C		201108		 	12,295	  
	 034621
		ISAACS 208 #6		CHEVRON USA INC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 208 BLK C G&M & MB&A SVY		201108		 	(22,956	) 
	 001997
		ISAACS SIMPSON #1-208		CHEVRON USA INC		SHUT DOWN OR T&A		TEXAS		HEMPHILL		SEC 208 BLOCK C G&MMBA SURVEY		201108		 	200	  
	 001998
		ISAACS SIMPSON #1-214		CHEVRON USA INC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 214 BLOCK C G&MMBA SURVEY		201108		 	(20,573	) 
	 002001
		ISAACS, J.C. #2-208		CHEVRON USA INC		SHUT DOWN OR T&A		TEXAS		HEMPHILL		BLOCK C G&MMBA SURVEY		201010		 	3,600	  
	 007141
		ISAACS-SIMPSON #3-214		CHEVRON USA INC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 214 BLK G&MMB&A SURVEY		201108		 	13,894	  
	 003347
		IVERSON #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		20-3N-15E		201109		 	31,031	  
	 006462
		IVESTER #1-57		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		WHEELER		57, BLK A-7 H&GN SURVEY		201109		 	700	  
	 024004
		IVIE #1-23		APACHE CORPORATION		ORRI/RY		OKLAHOMA		GRADY		23-7N-7W		201108		 	(39	) 
	 030651
		JACK #3-14		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		14-9N-21W		201109		 	16,877	  
	 030693
		JACK #4-14		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		14-9N-21W		201109		 	(2,275	) 
	 036539
		JACK #7-14		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		14-09N-21W		201109		 	(3,730	) 
	 030910
		JACKSON #1-14		LATIGO OIL & GAS INC		SHUT DOWN OR T&A		OKLAHOMA		DEWEY		14-17N-14W		200707		 	(4,623	) 
	 030909
		JACKSON #2-14		MUSTANG FUEL CORPORATION		PRODUCING WELL		OKLAHOMA		DEWEY		14-17N-14W		201106		 	82,398	  
	 031209
		JACKSON-HENDRICKS #1-10		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		CADDO		10-6N-9W		201108		 	(414	) 
	 004585
		JACOB #1-34		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		DEWEY		34-17N-20W		201109		 	123,108	  
	 025381
		JANET FEDERAL #10-34		SAMSON RESOURCES COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		34-20N-93W		201109		 	368	  
	 023979
		JANET FEDERAL #32-34		SAMSON RESOURCES COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		34-20N-93W		201109		 	350	  
	 025382
		JANET FEDERAL #40-34		SAMSON RESOURCES COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		34-20N-93W		201109		 	3,461	  
	 025704
		JANET FEDERAL #5-34		SAMSON RESOURCES COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		34-20N-93W		201109		 	537	  
	 025705
		JANET FEDERAL #6-34		SAMSON RESOURCES COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		34-20N-93W		201109		 	2,497	  
	 037904
		JANET FEDERAL #7-34		SAMSON RESOURCES COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		34-20N-93W		201109		 	11,065	  
	 025818
		JANET FEDERAL #8-34		SAMSON RESOURCES COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		NWSW SEC 34-20N-93W		201109		 	(802	) 
	 004137
		JANICE #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		8-6N-21E		201109		 	2,620	  
	 032109
		JANWAY #1-ALT (DAVIS SANDS)		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		LINCOLN		W/2 SEC 5 & E/2 SEC 6-18N-2W		201109		 	6,786	  
	 007078
		JARVIS #1		SUNDOWN ENERGY, INC.		APO ONLY		TEXAS		HEMPHILL		SEC 203 BLK G&MMB&A SURVEY		201102		 	4,605	  
	 006326
		JARVIS #1-10		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		10-10N-23W		201109		 	8,911	  
	 033975
		JARVIS #2-217		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 217, BLK C, G&MMB&A SVY		201101		 	1	  
	 007096
		JARVIS #3-213		CHEVRON USA INC		SHUT DOWN OR T&A		TEXAS		HEMPHILL		SEC 213 BLK G&MMB&A SURVEY		201002		 	32,450	  
	 007099
		JARVIS UNIT B #1-136		SUNDOWN ENERGY, INC.		PRODUCING WELL		TEXAS		HEMPHILL		SEC 136 J CALK SURVEY		201108		 	(88,405	) 
	 011502
		JASON 1-21 BG0		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		21-13N-22W		201109		 	11,040	  
	 044145
		JAVORSKY 1-33H		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		WASHITA		33-11N-16W		201108		 	1	  
	 030079
		JENELL #1-2		MARATHON OIL COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		2-14N-22W		201108		 	(679	) 
	 006953
		JENNINGS #1-20		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		20-10N-12W		201109		 	2,134	  
	 006459
		JENNINGS #2-20		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		20-10N-12W		201109		 	50,195	  
	 022268
		JENSEN 1-9		NORTHPORT PRODUCTION CO.		PRODUCING WELL		OKLAHOMA		GARVIN		9-3N-3W		201005		 	29,442	  
	 030795
		JERNIGAN #10		DEVON ENERGY PRODUCTION, CO LP		SHUT DOWN OR T&A		TEXAS		PANOLA		A.T. NICHOLSON SVY, A-518		201108		 	16,010	  
	 030796
		JERNIGAN #11		DEVON ENERGY PRODUCTION, CO LP		SHUT DOWN OR T&A		TEXAS		PANOLA		J.M. HILL SVY, A-295		201005		 	4,858	  
	 033035
		JERNIGAN #14		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		TEXAS		PANOLA		A.T. NICHOLSON SVY, A-518		201108		 	(13	) 
	 005685
		JERNIGAN #7		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		TEXAS		PANOLA		JAMES STOUT SURVEY A-604		201108		 	1,188	  
	 005911
		JERNIGAN #8		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		TEXAS		PANOLA		JAMES STOUT SURVEY A-604		201108		 	2,829	  
	 008791
		JERNIGAN #9		DEVON ENERGY PRODUCTION, CO LP		SHUT DOWN OR T&A		TEXAS		PANOLA		JAMES STOUT SURVEY A-604		201005		 	(45	) 
	 033155
		JERNIGAN M #12		DEVON ENERGY PRODUCTION, CO LP		SHUT DOWN OR T&A		TEXAS		PANOLA		JAMES STOUT SVY, A-604		201008		 	(1,150	) 
	 004723
		JERNIGAN, M. #4		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		TEXAS		PANOLA		JAMES STOUT SVY, A604		201108		 	—  	  
	 005226
		JERNIGAN, M. #5		DEVON ENERGY PRODUCTION, CO LP		SHUT DOWN OR T&A		TEXAS		PANOLA		J. STOUT SVY A-604		201005		 	4,285	  
	 044719
		JEROL #1-27H		CONTINENTAL RESOURCES, INC.		PRODUCING WELL		NORTH DAKOTA		WILLIAMS		SEC 27 & 34-159N-95W		201108		 	77	  
	 037282
		JERRAD #1-1		QEP ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		01-08N-17E		201108		 	2,080	  
	 004267
		JEWRELL #1		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		OKLAHOMA		CUSTER		30-13N-14W		201108		 	50,296	  
	 036591
		JOANNE #1-4		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		04-13N-24W		201109		 	8	  
	 041333
		JOHN ROSS GU 1 #5		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		NACOGDOCHES		M DE LOS SANTOS COY SVY A-21		201103		 	—  	  
	 006358
		JOHNSON #1-14		SM ENERGY COMPANY		SOLD OR LOST LEASE		OKLAHOMA		WASHITA		14-9N-19W		200006		 	(854	) 
	 005712
		JOHNSON #1-15A		KAISER-FRANCIS OIL COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		15-9N-19W		201108		 	(837	) 
	 042759
		JOHNSON #12-10		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		10-09N-19W		201108		 	2,505	  
	 036606
		JOHNSON #3-15		KAISER-FRANCIS OIL COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		15-09N-19W		201108		 	30	  
	 040454
		JOHNSON #9-10		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		10-09N-19W		201108		 	(110	) 
	 030324
		JOHNSON 1-12		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		12-13N-22W		201108		 	26,335	  
	 043724
		JOHNSON 12-12		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		12-13N-22W		201108		 	357	  
	 006740
		JOHNSON 1-22		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		CUSTER		22-12N-20W		201108		 	1,412	  
	 005713
		JOHNSON, IRA #1-10		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		10-9N-19W		201108		 	(1,977	) 
	 004933
		JOLLIFFE RANCH #1		CHAPARRAL ENERGY LLC		SHUT DOWN OR T&A		OKLAHOMA		TEXAS		1-2N-18ECM		201105		 	253	  
	 034625
		JONES #1-26A		UNIT PETROLEUM COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		26-11N-13W		201108		 	2,021	  
	 005426
		JONES #1-28		TE-RAY ENERGY INC.		PRODUCING WELL		OKLAHOMA		BLAINE		28-16N-13W		201108		 	1,124	  
	 034756
		JONES #1-29		CHESAPEAKE OPERATING, INC.		SHUT DOWN OR T&A		OKLAHOMA		ROGER MILLS		29-13N-22W		200708		 	983	  
	 038687
		JONES #14-2		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		TEXAS		HEMPHILL		SEC 14 BLK Z-1 HOOPER&WADE SVY		201108		 	227	  
	 031254
		JONES #4-4		FOREST OIL CORPORATION		SHUT DOWN OR T&A		TEXAS		HEMPHILL		SEC 4, BLK 43, H&TC RR SVY		200612		 	(11,517	) 
	 030374
		JONES 11 UNIT		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		TEXAS		HEMPHILL		SEC 11-BLK Z-1		201108		 	(75,583	) 
	 006733
		JONES 3-35		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BECKHAM		35-12N-22W		201108		 	999	  
	 005750
		JONES ESTATE #1-11		APACHE CORPORATION		PRODUCING WELL		TEXAS		HEMPHILL		SEC 11 BLK 1 G&M SURVEY		201108		 	(11,883	) 
	 035244
		JONES ET AL 1 ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		BIENVILLE		22 18N 8W NE NE NE		201109		 	13,144	  
	 004321
		JONES MILLER #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		HASKELL		20-8N-19E		201109		 	5,530	  
	 011508
		JONES W UNIT#1-93 HB		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		TEXAS		LIPSCOMB		SEC 93 BLK 43 H&PS SVY		201108		 	(6,277	) 
	 006554
		JONES, LL #1-16		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		16, BLK Z-1 ACH&B/J.POINTVENT		201109		 	59,896	  









																			
	 		 		 		 		 		 		 		PRODUCTION		NET	 
	 LEASE #
		 LEASE NAME
		 OPERATOR NAME
		 WELL STATUS
		 STATE
		 COUNTY
		 LEGAL DESCRIPTION
		 MONTH
		IMBALANCE	 
	 042059
		JONES, W H ET AL 22 #1-ALT		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		22-18N-08W		201108		 	31	  
	 006756
		JONES-ALLISON 2-16		KAISER-FRANCIS OIL COMPANY		PRODUCING WELL		TEXAS		HEMPHILL		SEC 16 BLK Z-1 J. POITEVANT		201108		 	(4,982	) 
	 041290
		JONI #7-5		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		05-13N-24W		201108		 	1,291	  
	 036608
		JOST #1-2		QEP ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		BEAVER		02-02N-21ECM		201108		 	155	  
	 012510
		JOYCE #1-2		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		2-38N-90W		201108		 	(13,578	) 
	 004671
		JOYCE #1-5		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		5-10N-12W		201109		 	(6,719	) 
	 031150
		JUD LITTLE #1-1		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CARTER		1-3S-1E		201108		 	(26	) 
	 012691
		JUD LITTLE #2-1		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CARTER		1-3S-1E		201108		 	12	  
	 012686
		JUD LITTLE #2-6		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CARTER		6-3S-2E		201108		 	400	  
	 012727
		JUD LITTLE #3-6		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CARTER		6-3S-2E		201108		 	121	  
	 012854
		JUD LITTLE #4-6		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CARTER		6-3S-2E		201108		 	281	  
	 011511
		JUD LITTLE 1-6 (SYCAMORE)		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CARTER		6-3S-2E		201108		 	(75	) 
	 011512
		JUD LITTLE 1-6 (VIOLA)		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CARTER		6-3S-2E		201108		 	(456	) 
	 013510
		JUDITH #1-14		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		WOODWARD		S/2 SEC 14-23N-17W		201108		 	620	  
	 013575
		JUDY #1-15H		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		WASHITA		15-11N-18W		201108		 	1,106	  
	 007449
		JUDY B 1-5		SHERIDAN PRODUCTION CO LLC		PRODUCING WELL		OKLAHOMA		BEAVER		5-5N-25ECM		201108		 	929	  
	 005158
		JUDYANN #1-28		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		HASKELL		28-8N-19E		201109		 	9,585	  
	 004700
		K. K. #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		11-13N-22W		201109		 	(12,899	) 
	 004712
		KAMAS #1-15		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BEAVER		15-5N-25ECM		201109		 	4,264	  
	 044100
		KAMMIE 1-34		MARATHON OIL COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		34-09N-18W		201108		 	33,731	  
	 034681
		KARDOKUS #10-3		WESTERN OIL & GAS DEV. CORP.		PRODUCING WELL		OKLAHOMA		CADDO		10-10N-13W		201108		 	317	  
	 036118
		KARDOKUS #4-10		WESTERN OIL & GAS DEV. CORP.		PRODUCING WELL		OKLAHOMA		CADDO		10-10N-13W		201108		 	646	  
	 036577
		KARDOKUS #5-10		WESTERN OIL & GAS DEV. CORP.		PRODUCING WELL		OKLAHOMA		CADDO		10-10N-13W		201108		 	247	  
	 034559
		KARDOKUS A1-10		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CADDO		10-10N-13W		201108		 	(160	) 
	 037941
		KASS #1A-5		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		ROGER MILLS		05-13N-24W		201108		 	673	  
	 002063
		KATHRYN #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		10-3N-14E		201109		 	8,917	  
	 006988
		KATIE #1-11		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		WASHITA		11-11N-15W		201108		 	70,055	  
	 006989
		KATIE #1A-11		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		WASHITA		11-11N-15W		201108		 	1,275	  
	 036586
		KATIE #4-11		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		WASHITA		11-11N-15W		201108		 	(68	) 
	 037129
		KATIE EILEEN 34-7-35 #2 [FC]		MARALEX RESOURCES, INC.		PRODUCING WELL		COLORADO		LA PLATA		35-34N-7W		201108		 	12,620	  
	 037130
		KATIE EILEEN 34-7-35 #2A		MARALEX RESOURCES, INC.		PRODUCING WELL		COLORADO		LA PLATA		35-34N-7W		201108		 	38,463	  
	 038101
		KATIE EILEEN 34-7-35 #3		MARALEX RESOURCES, INC.		PRODUCING WELL		COLORADO		LA PLATA		35-34N-07W		201108		 	(20,908	) 
	 039022
		KATIE EILEEN 34-7-35 #4		MARALEX RESOURCES, INC.		PRODUCING WELL		COLORADO		LA PLATA		35-34N-07W NESW		201108		 	16,220	  
	 033343
		KEATHLEY #1-5		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		5-10N-25W		201108		 	(292	) 
	 022326
		KELL 1-1		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		GRADY		1-6N-7W		201108		 	(36,077	) 
	 022328
		KELL 2-1     ORRI		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		GRADY		1-6N-7W		201108		 	427	  
	 030025
		KELLY #15-16		SOUTHERN BAY OPERATING LLC		PRODUCING WELL		ALABAMA		PICKENS		15-18S-14W		201108		 	29,019	  
	 036546
		KENNER #1-25		LINN OPERATING INC		PRODUCING WELL		OKLAHOMA		ROGER MILLS		25-12N-24W		201108		 	537	  
	 030906
		KENNER #19-3		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		CUSTER		19-12N-20W		201108		 	(9	) 
	 033348
		KENNER #2-30		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		30-12N-23W		201109		 	39,005	  
	 034669
		KENNER #3H-30		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		30-12N-23W		201109		 	1,217	  
	 032897
		KENNER #4-19		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		CUSTER		19-12N-20W		201108		 	(14	) 
	 037393
		KENNER 8 #1 ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		08-17N-09W		201109		 	1,379	  
	 037396
		KENNER 8 #2 ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		08-17N-09W		201109		 	10,144	  
	 037639
		KENNER 8 #3 ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		08-17N-09W		201109		 	18,780	  
	 037908
		KENNER 8 #4 ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		08-17N-09W		201109		 	289	  
	 036770
		KENNER-HALL #1-19 SIDETRACK		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		CUSTER		19-12N-20W		201108		 	(2,950	) 
	 035272
		KENNON A-1 ALT		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		24 18N 9W NE SE NW		201108		 	789	  
	 002079
		KENT #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		15-5N-17E		201109		 	9	  
	 005204
		KENT, ARLOS #1-28		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		28-12N-21W		201109		 	3,423	  
	 008759
		KENT, ARLOS #2-28		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		28-12N-21W		201109		 	916	  
	 004788
		KEPHART #1-18		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		CUSTER		18-12N-20W		201108		 	(15,438	) 
	 006315
		KEPHART #1-20		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		CUSTER		20-12N-20W		201108		 	23,458	  
	 033026
		KEPHART #5-20		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		CUSTER		20-12N-20W		201108		 	5,459	  
	 038939
		KEPHART #7-20		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		CUSTER		20-12N-20W		201108		 	(167	) 
	 006785
		KEPHART 1-11		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		11-11N-20W		201109		 	250	  
	 006723
		KEPHART 2-20		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		CUSTER		20-12N-20W		201108		 	(616	) 
	 006890
		KERN A-1		OXY USA, INC.		PRODUCING WELL		OKLAHOMA		TEXAS		15-6N-12ECM		201108		 	32,761	  
	 002081
		KERNS #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BEAVER		36-2N-20ECM		201109		 	1,981	  
	 006399
		KERR #1-19		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CUSTER		19-12N-14W		201109		 	20,978	  
	 006537
		KERR #2-19		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CUSTER		19-12N-14W		201109		 	36,897	  
	 044383
		KIEFER BIA 1-4		MARATHON OIL COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		04-06N-11W		201108		 	1,256	  
	 006406
		KIKER-AMOCO #1-6		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		6, BLK M-1, H&GN SURVEY		201109		 	2,780	  
	 006926
		KIKER-AMOCO #2-6		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		6 BLK M-1 H&GN SURVEY		201109		 	(2,000	) 
	 033729
		KILHOFFER #1-34		APACHE CORPORATION		SHUT DOWN OR T&A		OKLAHOMA		WASHITA		34-11N-19W		201108		 	98	  
	 003282
		KILPATRICK #1-29		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		29-6N-19E		201109		 	58,798	  
	 005091
		KILPATRICK #2-29		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		29-6N-19E		201109		 	908	  
	 011523
		KINCAID #1 BG0		WARD PETROLEUM CORP		SHUT DOWN OR T&A		OKLAHOMA		CUSTER		22-15N-17W		201006		 	5,655	  
	 006173
		KING #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		9-13N-26W ALL		201109		 	(412	) 
	 030641
		KING, J. PAUL #1		HANNA OIL & GAS CO.		PRODUCING WELL		ARKANSAS		FRANKLIN		20-8N-28W		201108		 	(3,551	) 
	 034399
		KINNEY UNIT #2		WEXPRO COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		18-13N-99W		201108		 	30,175	  
	 034400
		KINNEY UNIT #5		WEXPRO COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		12-13N-100W		201108		 	60,924	  
	 034395
		KINNEY UNIT 3		WEXPRO COMPANY		SHUT DOWN OR T&A		WYOMING		SWEETWATER		19-13N-99W		200208		 	8,624	  
	 034421
		KINNEY-PIONEER UNIT #3		WEXPRO COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		18-13N-99W		201108		 	55,678	  
	 034422
		KINNEY-PIONEER UNIT #4		WEXPRO COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		12-13N-100W		201108		 	36,546	  
	 006445
		KINNEY-WARREN #3-10		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BECKHAM		10-10N-22W		201108		 	(66,845	) 
	 002097
		KINNIKIN #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		26-3N-14E		201109		 	13,967	  
	 003896
		KINSEY, ODIS UNIT		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		LE FLORE		27-8N-24E		201109		 	(6,042	) 
	 030375
		KIRK GAS UNIT # 2		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HUTCHINSON		SEC 75 BLK R, GB &CN G RR		201109		 	3,615	  
	 031372
		KIRTLEY 1		CHAPARRAL ENERGY LLC		SHUT DOWN OR T&A		OKLAHOMA		BECKHAM		19-10N-24W		200503		 	(494	) 
	 031065
		KJEER #1-1		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CARTER		1-3S-1E		201108		 	412	  
	 034282
		KLOPFENSTEIN 26 #1		EOG RESOURCES, INC.		PRODUCING WELL		OKLAHOMA		ROGER MILLS		26-12N-24W		201108		 	(1,988	) 
	 033648
		KNIGHT #2-19		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		BECKHAM		19-11N-22W		201108		 	(82	) 
	 032380
		KNIGHT-STRONG #2		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		PANOLA		GEORGE GILLASPY SVY, A-222		201109		 	3,281	  
	 002122
		KRAFT #1		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		LIPSCOMB		SEC 93, BLK 10 H&TB SURVEY		201109		 	1,897	  
	 003990
		KRAFT #2		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		LIPSCOMB		SEC 93, BLK 10 H&TB SVY		201109		 	78	  
	 040178
		KRIETE 1-2		NOBLE ENERGY INC		SHUT DOWN OR T&A		KANSAS		KEARNY		35-24S-35W		201001		 	30,152	  
	 006181
		KRITTENBRINK #1		JEC OPERATING, LLC		APO ONLY		OKLAHOMA		CANADIAN		30-14N-9W ALL		201011		 	3,338	  
	 040181
		KROPP 1-2		NOBLE ENERGY INC		PRODUCING WELL		KANSAS		KEARNY		08-24S-37W		201108		 	9,154	  
	 022388
		KUSCH GU 1 (P.L.)		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		GRAYSON		HIRAM W BAILEY A-107		201109		 	9,660	  
	 036429
		LA METHODIST ORPHANAGE #3-ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		02-17N-09W		201109		 	(2,165	) 
	 043560
		LA MINERALS 1-1		INDIGO MINERALS LLC		PRODUCING WELL		LOUISIANA		JACKSON		01-15N-04W		201108		 	3,294	  
	 011546
		LACKEY #3 HB		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HANSFORD		SEC 143, BLK 45, H&TC SUR		201109		 	1,523	  
	 002148
		LAKE EUFALA B #1		MUSTANG FUEL CORPORATION		PRODUCING WELL		OKLAHOMA		HASKELL		10-9N-18E		201108		 	(12,678	) 
	 007976
		LAMB #1-10		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		LATIMER		10-4N-20E		201108		 	(3,463	) 
	 038695
		LAMB #12-2		MARATHON OIL COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		02-14N-22W		201108		 	4,080	  
	 030805
		LAMBERT #2-18		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		18-10N-20W		201108		 	5,505	  
	 006663
		LAMBERT 1-18		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		18-10N-20W		201108		 	(275	) 









																			
	 		 		 		 		 		 		 		PRODUCTION		NET	 
	 LEASE #
		 LEASE NAME
		 OPERATOR NAME
		 WELL STATUS
		 STATE
		 COUNTY
		 LEGAL DESCRIPTION
		 MONTH
		IMBALANCE	 
	 007097
		LANCASTER #1-58		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		WHEELER		SEC 58 BLK A-4 H&GN SURVEY		201108		 	31,618	  
	 037811
		LANCASTER #2-27		NEWFIELD EXPLORATION MID CONT		PRODUCING WELL		OKLAHOMA		ROGER MILLS		27-12N-25W		201108		 	747	  
	 034889
		LANCASTER 1-10		EAGLE ROCK MID-CONTINENT OPERA		PRODUCING WELL		ARKANSAS		LOGAN		10-8N-23W C NW		201108		 	(84,831	) 
	 006368
		LARRY #1-33		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		CUSTER		33-12N-14W		201108		 	3,300	  
	 002157
		LAUGHBAUM #1		LINN OPERATING INC		PRODUCING WELL		OKLAHOMA		MAJOR		16-22N-14W		201108		 	(948	) 
	 006392
		LAURENCE #1-5		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		ROGER MILLS		5-13N-21W		201108		 	(893	) 
	 030285
		LAVERTY #1-12		BTA OIL PRODUCERS		PRODUCING WELL		OKLAHOMA		CADDO		SEC 12-6N-9W		201108		 	(187	) 
	 007652
		LAVERTY ALBERT #2		CABOT OIL & GAS CORP.		PRODUCING WELL		OKLAHOMA		BEAVER		29-4N-28ECM		201108		 	(468	) 
	 007435
		LAVERTY ALBERT UNIT 1		CABOT OIL & GAS CORP.		PRODUCING WELL		OKLAHOMA		BEAVER		29-4N-28ECM		201108		 	(150	) 
	 013002
		LAWLES #1-21		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CADDO		21-11N-13W		201108		 	(2,010	) 
	 004648
		LAWLESS #1		XTO ENERGY INC.		SHUT DOWN OR T&A		TEXAS		PANOLA		MATTHEWS & MYRICK SVY		201105		 	(14,887	) 
	 004649
		LAWLESS #5		XTO ENERGY INC.		PRODUCING WELL		TEXAS		PANOLA		MATTHEWS & MYRICK SVY		201108		 	27,727	  
	 033005
		LAWLESS GU #12		XTO ENERGY INC.		PRODUCING WELL		TEXAS		PANOLA		J.E. MYRICK SVY, A-444		201108		 	1,560	  
	 033264
		LAWLESS GU #13		XTO ENERGY INC.		PRODUCING WELL		TEXAS		PANOLA		P.M. MAY SVY, A-478		201108		 	1,252	  
	 033551
		LAWLESS GU #14		XTO ENERGY INC.		PRODUCING WELL		TEXAS		PANOLA		J.E. MYRICK SVY, A-444		201108		 	2,171	  
	 040143
		LAYMAN 4-2		NOBLE ENERGY INC		PRODUCING WELL		KANSAS		FINNEY		36-24S-34W		201108		 	15,712	  
	 013171
		LEACH #4-22		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		22-14N-23W		201109		 	18,180	  
	 011560
		LEACH 1-22 BG1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		22-14N-23W		201109		 	27,857	  
	 011561
		LEACH 2-22		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		22-14N-23W		201109		 	2	  
	 011562
		LEACH 3-22		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		22-14N-23W		201109		 	26	  
	 042894
		LECK #1-17H		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		OKLAHOMA		CANADIAN		17-13N-09W		201108		 	(1,076	) 
	 025408
		LEDBETTER, RUTH #2		CHEVRON USA INC		PRODUCING WELL		TEXAS		WHEELER		SEC 21, BLK L, JM LINDSAY SVY		201108		 	1,425	  
	 040182
		LEE 7-2		NOBLE ENERGY INC		PRODUCING WELL		KANSAS		KEARNY		33-25S-36W		201108		 	38,740	  
	 037497
		LEE #4-5		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		TEXAS		HEMPHILL		SEC 5 BLK M-1 H&GN SVY		201108		 	12,810	  
	 038825
		LEE #5-5		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		TEXAS		HEMPHILL		SEC 5 BLK M-1 H&GN SVY		201108		 	7,598	  
	 040183
		LEE 12-2		NOBLE ENERGY INC		PRODUCING WELL		KANSAS		KEARNY		10-26S-36W		201108		 	30,542	  
	 040184
		LEE 24-2		NOBLE ENERGY INC		PRODUCING WELL		KANSAS		KEARNY		09-26S-36W		201108		 	15,669	  
	 040185
		LEE 26-2		NOBLE ENERGY INC		PRODUCING WELL		KANSAS		KEARNY		04-26S-36W		201108		 	94,949	  
	 030171
		LEE ENGLISH #1		SAMSON CONTOUR ENERGY E&P, LLC		SHUT DOWN OR T&A		LOUISIANA		BOSSIER		SEC 33, T22N-R12W		201008		 	847	  
	 033502
		LEE, C.W. #1		LONG TRUSTS		PRODUCING WELL		TEXAS		RUSK		HENRY WELLS SVY, A-953		201108		 	7,442	  
	 003444
		LEFLORE #1		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		LE FLORE		28-10N-27E		201108		 	2,861	  
	 035276
		LEGLER 1		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		BIENVILLE		24 18N 8W SE SE NW		201109		 	(4,977	) 
	 011564
		LELAND 1-35		KAISER-FRANCIS OIL COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		35-14N-25W & 2-13N-25W		201108		 	(155	) 
	 031202
		LEMASTERS #1-9		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		9-9N-19W		201108		 	(7,771	) 
	 022512
		LEO #1		MARATHON OIL COMPANY		PRODUCING WELL		OKLAHOMA		BLAINE		12-18N-11W		201108		 	(4,485	) 
	 030726
		LEONARD #3-23 (RECOMPLETION)		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CUSTER		23-13N-15W		201109		 	36,454	  
	 030777
		LEONARD #4-23		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CUSTER		23-13N-15W		201109		 	40,933	  
	 002175
		LEONARD UNIT #2-23		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CUSTER		23-13N-15W		201109		 	94,103	  
	 003850
		LERBLANCE, W.P. #2		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		36-5N-17E		201108		 	172,702	  
	 002176
		LESTER #1		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		ROGER MILLS		9-13N-24W		201108		 	(5,662	) 
	 012725
		LESTER #5-32		CONOCOPHILLIPS COMPANY		SHUT DOWN OR T&A		WYOMING		FREMONT		32-39N-90W		201108		 	2,585	  
	 002177
		LESTER A #2		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		ROGER MILLS		3-13N-24W		201108		 	(1,954	) 
	 008146
		LESTER B #1-9		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		ROGER MILLS		9-13N-24W		201108		 	26,541	  
	 004456
		LESTER C #1-9		CIMAREX ENERGY CO.		SHUT DOWN OR T&A		OKLAHOMA		ROGER MILLS		9-13N-24W		201104		 	(9,517	) 
	 038720
		LESTER FAMILY #1-9		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		ROGER MILLS		09-13N-24W		201108		 	69	  
	 036064
		LEUCITE HILLS UNIT #4		WEXPRO COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		28-22N-103W		201108		 	410	  
	 034402
		LEUCITE UNIT #1		WEXPRO COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		29-22N-103W		201108		 	(17,689	) 
	 034403
		LEUCITE UNIT #2		WEXPRO COMPANY		SHUT DOWN OR T&A		WYOMING		SWEETWATER		28-22N-103W		200911		 	(2,858	) 
	 022514
		LEVERTON 1-13		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		WASHITA		13-10N-19W		201108		 	(34,121	) 
	 008818
		LEWIS #4		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		4-6N-22E		201108		 	(6,148	) 
	 008835
		LEWIS #5 (FORMERLY MAXEY #1)		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		4-6N-22E		201108		 	506	  
	 030611
		LEWIS #6		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		4-6N-22E		201108		 	2,355	  
	 002182
		LEWIS GAS UNIT		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		HARPER		15-28N-26W		201101		 	—  	  
	 042924
		LEWIS UNIT #10		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		04-06N-22E		201108		 	(594	) 
	 032925
		LEWIS UNIT #7		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		4-6N-22E		201108		 	(1,908	) 
	 030802
		LIBBY #17-4		APACHE CORPORATION		SHUT DOWN OR T&A		OKLAHOMA		CUSTER		17-12N-20W		201004		 	(18,196	) 
	 008284
		LIBBY #3-28		QUANTUM RESOURCES MANAGEMENT		PRODUCING WELL		OKLAHOMA		ROGER MILLS		28-14N-26W		201108		 	888	  
	 004874
		LIBBY-HOOVER #1-17		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		CUSTER		17-12N-20W		201108		 	(378	) 
	 007085
		LINDLEY J B #2		KAISER-FRANCIS OIL COMPANY		PRODUCING WELL		TEXAS		HEMPHILL		000 ABS1166 JC STUDER SURVEY		201108		 	(3,385	) 
	 011646
		LINE #1-7		CONOCOPHILLIPS COMPANY		SHUT DOWN OR T&A		WYOMING		FREMONT		7-38N-89W		200901		 	(177	) 
	 008313
		LINVILLE #2-32		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		ROGER MILLS		32-13N-21W		201108		 	57	  
	 036438
		LINVILLE #3-32		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		ROGER MILLS		32-13N-21W		201108		 	2,820	  
	 002189
		LIPPENCOTT, PAULINE #1-A		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		4-13N-24W		201109		 	(15,163	) 
	 022532
		LISTER #1		CHEVRON USA INC		PRODUCING WELL		TEXAS		WHEELER		BLK 2 BBB&C SVY		201108		 	1,716	  
	 036920
		LITE BROWN #1-14		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		14-14N-23W		201109		 	173	  
	 006192
		LITTAUER #1		SM ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		17-10N-26W ALL		201104		 	381	  
	 003350
		LITTLE #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		33-3N-14E		201109		 	752	  
	 022542
		LOCKHART CURTIS 9-3		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		9-13N-17W		201108		 	(643	) 
	 023877
		LOCKHART, CURTIS # 9-4		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		9-13N-17W		201108		 	290	  
	 002197
		LOFTIS #2		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		23-5N-12E		201109		 	805	  
	 030958
		LOFTISS-BROACH #3		SM ENERGY COMPANY		SHUT DOWN OR T&A		OKLAHOMA		WASHITA		4-9N-19W		201108		 	(4	) 
	 041874
		LOHBERGER #25-7		LINN OPERATING INC		PRODUCING WELL		TEXAS		WHEELER		SEC 25 BLK M1 H&GN SVY		201108		 	(938	) 
	 033346
		LOIS #4-30		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		ROGER MILLS		30-13N-22W		201108		 	(136	) 
	 011572
		LONG BUTTE #1		MONTEX DRILLING COMPANY		SHUT DOWN OR T&A		WYOMING		FREMONT		32-39N-91W		201108		 	(15,438	) 
	 011573
		LONG BUTTE #10		MONTEX DRILLING COMPANY		PRODUCING WELL		WYOMING		FREMONT		4-38N-91W		201108		 	7,889	  
	 011575
		LONG BUTTE #3		MONTEX DRILLING COMPANY		SHUT DOWN OR T&A		WYOMING		FREMONT		33-39N-91W		201108		 	12,631	  
	 011576
		LONG BUTTE #5		MONTEX DRILLING COMPANY		PRODUCING WELL		WYOMING		FREMONT		36-39N-92W		201108		 	(5,006	) 
	 011577
		LONG BUTTE #7		MONTEX DRILLING COMPANY		PRODUCING WELL		WYOMING		FREMONT		5-38N-91W		201108		 	(756	) 
	 011581
		LONG BUTTE 30-1X		MONTEX DRILLING COMPANY		PRODUCING WELL		WYOMING		FREMONT		30-39N-91W		201108		 	957	  
	 011582
		LONG BUTTE 31-3		MONTEX DRILLING COMPANY		PRODUCING WELL		WYOMING		FREMONT		31-39N-91W		201108		 	4,872	  
	 011578
		LONG BUTTE UNIT #4		MONTEX DRILLING COMPANY		PRODUCING WELL		WYOMING		FREMONT		3-38N-91W		201108		 	18,308	  
	 011579
		LONG BUTTE UNIT 31-2		MONTEX DRILLING COMPANY		PRODUCING WELL		WYOMING		FREMONT		31-39N-91W		201108		 	9,274	  
	 011580
		LONG BUTTE UNIT 6-2		MONTEX DRILLING COMPANY		PRODUCING WELL		WYOMING		FREMONT		6-38N-91W		201108		 	146	  
	 007165
		LONG EVERITT GAS UNIT #1		PRINCESS THREE CORP		PRODUCING WELL		OKLAHOMA		BECKHAM		5-10N-22W		201108		 	(10,442	) 
	 030860
		LONG, EVERITT #5-5		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		5-10N-22W		201109		 	13,582	  
	 012938
		LORENA #7-9		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		9-14N-23W		201108		 	508	  
	 013288
		LORENA #8-9		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		09-14N-23W		201108		 	3,354	  
	 011585
		LORENA 1-9		CONOCOPHILLIPS COMPANY		SHUT DOWN OR T&A		OKLAHOMA		ROGER MILLS		9-14N-23W		200504		 	8,913	  
	 022552
		LORENZ 1-7		DUNCAN OIL PROPERTIES, INC.		PRODUCING WELL		OKLAHOMA		WASHITA		7-9N-19W		201105		 	30,740	  
	 006067
		LORETTA #1-17		QEP ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		CANADIAN		17-13N-9W		201108		 	182	  
	 035052
		LOUISIANA METH ORPH 1-D		SAMSON CONTOUR ENERGY E&P, LLC		SHUT DOWN OR T&A		LOUISIANA		WEBSTER		02-17N-09W		201104		 	5,447	  
	 034439
		LOULA #3		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		28-11N-11W		201109		 	5,283	  
	 034204
		LOULA UNIT #2		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		28-11N-11W		201109		 	1,146	  
	 025748
		LULU #1-22		APACHE CORPORATION		SHUT DOWN OR T&A		OKLAHOMA		STEPHENS		NW/4 SEC 22-2N-8W		201108		 	2,499	  
	 004048
		LUNDY #2-24		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		24-9N-21W		201104		 	—  	  
	 012590
		LUNDY #3-24		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		24-9N-21W		201109		 	167	  
	 008148
		LUNDY 1-24		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		24-9N-21W		201104		 	—  	  
	 006717
		LUTHER, J. 1-14		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		14-12N-23W		201109		 	891	  









																			
	 		 		 		 		 		 		 		PRODUCTION		NET	 
	 LEASE #
		 LEASE NAME
		 OPERATOR NAME
		 WELL STATUS
		 STATE
		 COUNTY
		 LEGAL DESCRIPTION
		 MONTH
		IMBALANCE	 
	 011593
		LYBYER 2-8		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		8-38N-89W		201108		 	1,109	  
	 033023
		LYNN #1-11		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		CADDO		11-6N-9W		201108		 	187	  
	 005422
		LYNN MARIE #1-31		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		STEPHENS		31-2N-5W		201109		 	4,809	  
	 039465
		LYNX #1-24		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		GRADY		24-08N-06W		201103		 	(1	) 
	 039612
		LYNX #2-24		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		GRADY		24-08N-06W		201109		 	(74	) 
	 002235
		M & R RANCH		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		COAL		2-1N-9E		201109		 	760	  
	 034841
		M & R RANCH #2-2		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		COAL		SE/4 2-1N-9E		201103		 	—  	  
	 007102
		M S C #1		RAMSEY PROPERTY MANAGEMENT,INC		PRODUCING WELL		TEXAS		ROBERTS		SEC 188 BLK 42 H&TC RR CO SUR		201108		 	764	  
	 003446
		MACKEY #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		34-3N-14E		201109		 	36,218	  
	 006023
		MACKEY #1-9		WHITING OIL & GAS CORPORATION		PRODUCING WELL		OKLAHOMA		WOODWARD		9-22N-21W		201104		 	43,956	  
	 036010
		MADDEN #2-36		XTO ENERGY INC.		PRODUCING WELL		OKLAHOMA		PITTSBURG		36-7N-13E		201108		 	25	  
	 043720
		MADDEN #6-36H		XTO ENERGY INC.		PRODUCING WELL		OKLAHOMA		PITTSBURG		36-07N-13E		201108		 	22,859	  
	 039179
		MADDEN 12 #1		NADEL & GUSSMAN-JETTA OPER CO		PRODUCING WELL		LOUISIANA		LINCOLN		12-17N-04W		201108		 	4,135	  
	 038562
		MAHOTA 26 #1		EOG RESOURCES, INC.		PRODUCING WELL		OKLAHOMA		ROGER MILLS		26-12N-24W		201004		 	—  	  
	 005701
		MAINON #1-23		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		23-12N-16W		201108		 	1,014	  
	 002252
		MAJOR ROYALTY #1-26		KAISER-FRANCIS OIL COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		26-6N-22E		201108		 	(1,962	) 
	 044733
		MAJORS #1-1H		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		CANADIAN		01-11N-10W		201108		 	651	  
	 034765
		MALLISON, DIXIE #1-9		CHAPARRAL ENERGY LLC		PRODUCING WELL		OKLAHOMA		CUSTER		9-12N-15W		201108		 	3,543	  
	 034201
		MALSON #5-4		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		5-12N-20W		201108		 	1,675	  
	 039987
		MAN O WAR #1-30		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		30-14N-23W		201109		 	385	  
	 011600
		MANARY A-1 ST		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		TEXAS		31-6N-10ECM		201101		 	—  	  
	 007432
		MAPHET,DOLORES UNIT 1		JEBITO FARM LLC		PRODUCING WELL		OKLAHOMA		BEAVER		20-5N-27ECM		201108		 	(284	) 
	 011602
		MARGARET 1-6		CONOCOPHILLIPS COMPANY		SHUT DOWN OR T&A		WYOMING		FREMONT		6-38N-90W		200811		 	(5,534	) 
	 042768
		MARIE #1-25		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		MAJOR		25-22N-14W		201108		 	(3,688	) 
	 034555
		MARIK #1-34		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		WASHITA		34-11N-19W		201108		 	(13	) 
	 005199
		MARSHALL #1-18		LINN OPERATING INC		PRODUCING WELL		OKLAHOMA		ROGER MILLS		18-12N-21W		201108		 	3	  
	 006778
		MARSHALL LAKE 1-31A		JMA ENERGY COMPANY, LLC-ROYALT		PRODUCING WELL		OKLAHOMA		ROGER MILLS		31-12N-23W		201108		 	(1,921	) 
	 030740
		MARTENS #2-18 (CHESTER)		XTO ENERGY INC.		PRODUCING WELL		OKLAHOMA		MAJOR		18-21N-13W		201108		 	(551	) 
	 030647
		MARTENS #2-18 (INOLA/MAN/MISS)		XTO ENERGY INC.		PRODUCING WELL		OKLAHOMA		MAJOR		18-21N-13W		201108		 	311	  
	 007872
		MARTENS UNIT		XTO ENERGY INC.		PRODUCING WELL		OKLAHOMA		MAJOR		18-21N-13W		201108		 	55	  
	 022582
		MARTIN #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BLAINE		12-18N-11W		201109		 	(69	) 
	 008009
		MARTIN #1-34		QEP ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		MAJOR		34-20N-11W		201108		 	3,966	  
	 006153
		MARTIN #1-9		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		DEWEY		9-16N-20W		201109		 	1,564	  
	 006371
		MARTIN #2-9		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		DEWEY		9-16N-20W		201109		 	27,894	  
	 008705
		MARTIN, J.B. #4-809		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		TEXAS		LIPSCOMB		SEC 809 BLK 43 H&TC SURVEY		201108		 	1,558	  
	 041042
		MARY #4-4		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		04-09N-19W		201108		 	7,305	  
	 011623
		MARY-FEDERAL 5-3		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		3-38N-90W		201108		 	(49,553	) 
	 005993
		MASON #3A		ENERVEST OPERATING LLC		PRODUCING WELL		OKLAHOMA		HASKELL		18-7N-20E E/2 SE/4		201108		 	(1,420	) 
	 032967
		MASON 6-18		MEADE ENERGY CORPORATION		PRODUCING WELL		OKLAHOMA		HASKELL		18-7N-20E		201108		 	(781	) 
	 035488
		MASON, DON B-2		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		BIENVILLE		24 18N 8W SW SW NW		201109		 	8,241	  
	 040186
		MASONIC HOME 1-2		NOBLE ENERGY INC		PRODUCING WELL		KANSAS		KEARNY		01-26S-36W		201108		 	9,921	  
	 040187
		MASONIC HOME 2-2		NOBLE ENERGY INC		PRODUCING WELL		KANSAS		KEARNY		06-26S-35W		201108		 	1,837	  
	 040188
		MASONIC HOME 5-2		NOBLE ENERGY INC		PRODUCING WELL		KANSAS		KEARNY		34-25S-36W		201108		 	12,759	  
	 040189
		MASONIC HOME 6-2		NOBLE ENERGY INC		PRODUCING WELL		KANSAS		KEARNY		02-26S-36W		201108		 	6,499	  
	 040190
		MASONIC HOME 9-2		NOBLE ENERGY INC		PRODUCING WELL		KANSAS		KEARNY		06-26S-35W		201108		 	12,483	  
	 002265
		MATHERS #1-27 MALOUF		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		27-15N-26W		201109		 	110,929	  
	 039932
		MATHEWS #2-17		MUSTANG FUEL CORPORATION		PRODUCING WELL		OKLAHOMA		HASKELL		17-07N-20E		201108		 	(83	) 
	 004721
		MATTIE-JERNIGAN G. U. #2		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		TEXAS		PANOLA		JAMES STOUT SVY, A604		201108		 	(21,843	) 
	 038686
		MATUSZAK #1-23		SOUTHWESTERN ENERGY PROD CO.		PRODUCING WELL		OKLAHOMA		LATIMER		23-06N-18E		201108		 	4,718	  
	 045747
		MAX 27 #3H		EOG RESOURCES, INC.		PRODUCING WELL		OKLAHOMA		ELLIS		27-19N-25W		201108		 	79	  
	 004540
		MAXWELL #1-23		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		WHEELER		SEC 23 BLK M-1 H&GN SVY		201109		 	24,314	  
	 038310
		MAYCOCK M 34-34-5075WA		WILLIAMS PRODUCTION RMT COMPAN		PRODUCING WELL		WYOMING		CAMPBELL		SW/4 SE/4 SEC 34-50N-75W		201108		 	(1,050	) 
	 042043
		MAYCOCK M 41-28-5075GW		WILLIAMS PRODUCTION RMT COMPAN		PRODUCING WELL		WYOMING		CAMPBELL		28-50N-75W (RESVY LOTS 1&2)		201108		 	(2,024	) 
	 030026
		MAYERS, F. #29-5		SAMSON RESOURCES COMPANY		PRODUCING WELL		ALABAMA		LAMAR		29-16S-15W (N/2)		201109		 	89,716	  
	 003922
		MAYFIELD, J.W. #1 (ALG)		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		LOUISIANA		LINCOLN		31-19N-2W		201108		 	24	  
	 005368
		MCALESTER #1-12		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		12-6N-13E		201109		 	5,007	  
	 040285
		MCBEE 2-30		UNIT PETROLEUM COMPANY		PRODUCING WELL		OKLAHOMA		LE FLORE		30-08N-24E		201108		 	(21,793	) 
	 004324
		MCBEE JESSIE #1-29		UNIT PETROLEUM COMPANY		PRODUCING WELL		OKLAHOMA		LE FLORE		29-8N-24E		201108		 	(1,333	) 
	 005203
		MCCLAIN #1-23		NOBLE ENERGY INC		ABANDONED WELL		OKLAHOMA		CADDO		23-10N-12W		200105		 	(453	) 
	 002302
		MCCLAIN UNIT #1		KAISER-FRANCIS OIL COMPANY		PRODUCING WELL		OKLAHOMA		LE FLORE		17-9N-26E		201108		 	(2,491	) 
	 003987
		MCCLELLAN #21-2		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		21-15N-23W		201108		 	16,704	  
	 005620
		MCCLELLAN #21-3		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		21-15N-23W		201108		 	5,779	  
	 008715
		MCCLELLAN #21-4		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		21-15N-23W		201108		 	10,924	  
	 008441
		MCCLELLAN 11-2		CONOCOPHILLIPS COMPANY		SHUT DOWN OR T&A		OKLAHOMA		ROGER MILLS		11-15N-23W		200609		 	409	  
	 033065
		MCCLUNG #2-10		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		10-3N-12E		201109		 	1,779	  
	 033338
		MCCLUNG #3-10		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		10-3N-12E		201109		 	4,974	  
	 043738
		MCCLUNG #4H-10		SEDNA ENERGY INC.		PRODUCING WELL		OKLAHOMA		PITTSBURG		10-03N-12E		201108		 	16,605	  
	 002282
		MCCLUNG A		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		10-3N-12E		201109		 	22,517	  
	 008882
		MCCLURE #1-7		CIMAREX ENERGY CO.		SHUT DOWN OR T&A		OKLAHOMA		GRADY		7-8N-8W		201011		 	(12,163	) 
	 002285
		MCCOLGIN #1		SAMSON RESOURCES COMPANY		SHUT DOWN OR T&A		OKLAHOMA		ROGER MILLS		21-13N-24W		200702		 	14,765	  
	 037881
		MCCOLGIN #1A-21 (ST)		SAMSON RESOURCES COMPANY		SHUT DOWN OR T&A		OKLAHOMA		ROGER MILLS		21-13N-24W		201012		 	31	  
	 006303
		MCCOY #2-17		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		17-14N-26W		201109		 	498	  
	 043102
		MCCOY 27-6		NEWFIELD EXPLORATION MID CONT		PRODUCING WELL		TEXAS		WHEELER		SEC 27 CAMP CTY SCHOOL LD SVY		201108		 	(54	) 
	 012864
		MCCOY C #2-34		CORDILLERA ENERGY PARTNERS III		PRODUCING WELL		TEXAS		ROBERTS		SW/4 SEC 34, BLK M-2, H&GN SVY		201108		 	1,559	  
	 004819
		MCCRARY #32-A		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		BLAINE		32-16N-13W		201107		 	29,222	  
	 040191
		MCDOWELL 1-2X		NOBLE ENERGY INC		PRODUCING WELL		KANSAS		KEARNY		16-24S-36W		201108		 	19,847	  
	 003335
		MCENTIRE A #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		6-2N-14E		201109		 	(9,614	) 
	 004041
		MCENTIRE B #1 (CROMWELL)		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		6-2N-14E		201109		 	695	  
	 003891
		MCENTIRE B #1 (WAPANUCKA)		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		6-2N-14E		201109		 	18,500	  
	 033522
		MCGHEE #7-10		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		10-9N-19W		201108		 	(254	) 
	 022647
		MCGLOTHLIN 1-8		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		8-13N-25W		201108		 	25,788	  
	 038553
		MCKEE #5-1		XTO ENERGY INC.		PRODUCING WELL		OKLAHOMA		MAJOR		01-20N-14W		201108		 	(18	) 
	 007871
		MCKEE 1-1		XTO ENERGY INC.		PRODUCING WELL		OKLAHOMA		MAJOR		1-20N-14W		201108		 	1,974	  
	 040192
		MCKEY 1-2		NOBLE ENERGY INC		SHUT DOWN OR T&A		KANSAS		KEARNY		34-24S-35W		201101		 	15,845	  
	 033643
		MCKINNEY #2		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		COAL		1-1N-9E		201103		 	—  	  
	 002299
		MCKINNEY UNIT		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		COAL		1-1N-9E		201105		 	—  	  
	 035622
		MCKINNEY, W.E. 5 #1 ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		5-17N-9W		201109		 	(910	) 
	 036112
		MCKINNEY, W.E. 5 #2 ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		5-17N-9W		201109		 	1,666	  
	 037330
		MCKINNEY, W.E. 5 #3 ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		05-17N-09W		201109		 	8,899	  
	 004422
		MCMONIGLE #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		HASKELL		22-8N-21E		201109		 	47,811	  
	 006542
		MCMORDIE #1-8		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		8, B&B SURVEY		201109		 	(30	) 
	 006543
		MCMORDIE #2-8		SAMSON LONE STAR, LLC		SHUT DOWN OR T&A		TEXAS		HEMPHILL		SEC 8 B&B SURVEY		201007		 	65,417	  
	 011641
		MCNALLY #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		15-8N-15E		201109		 	11,065	  
	 012786
		MCNALLY #3-15		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		15-8N-15E		201109		 	13,653	  
	 011642
		MCNALLY 2-15		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		15-8N-15E		201109		 	198	  
	 008143
		MCNEIL 13-2		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		13-14N-14W		201108		 	(5,921	) 
	 022664
		MCNEIL 13-3		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		13-14N-14W		201108		 	(5,205	) 
	 022666
		MCNEILL 2-14		SAMSON RESOURCES COMPANY		ABANDONED WELL		OKLAHOMA		CUSTER		14-14N-14W		200306		 	(9,906	) 









																			
	 		 		 		 		 		 		 		PRODUCTION		NET	 
	 LEASE #
		 LEASE NAME
		 OPERATOR NAME
		 WELL STATUS
		 STATE
		 COUNTY
		 LEGAL DESCRIPTION
		 MONTH
		IMBALANCE	 
	 022667
		MCNEILL 4-14		SAMSON RESOURCES COMPANY		ABANDONED WELL		CUSTER		OKLAHOMA		14-14N-14W		200705		 	(640	) 
	 002309
		MCQUIDDY		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 4 BLOCK 1 G&M SURVEY		201109		 	(158,648	) 
	 031183
		MCQUIDDY #2-4		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 4, BLK 1, G&M SVY		201109		 	(15,272	) 
	 033056
		MCQUIDDY #4-4		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 4, BLK 1, G&M SVY		201109		 	(13,413	) 
	 038362
		MCVEY #1-1		LAREDO PETROLEUM INC		PRODUCING WELL		OKLAHOMA		CADDO		01-07N-09W		201108		 	5,947	  
	 039274
		MCVEY #1-36		LAREDO PETROLEUM INC		PRODUCING WELL		OKLAHOMA		CADDO		36-08N-09W		201108		 	5,787	  
	 004674
		MCVEY UNIT #2		XTO ENERGY INC.		PRODUCING WELL		ARKANSAS		CRAWFORD		12-9N-30W		201108		 	208	  
	 042379
		MCWILLIAMS #4H-23		NEWFIELD EXPLORATION MID CONT		PRODUCING WELL		OKLAHOMA		PITTSBURG		23-05N-12E		201108		 	896	  
	 042475
		MCWILLIAMS #5H-23		NEWFIELD EXPLORATION MID CONT		PRODUCING WELL		OKLAHOMA		PITTSBURG		23-05N-12E		201108		 	1,016	  
	 012488
		MDU #1		CONOCOPHILLIPS COMPANY		SHUT DOWN OR T&A		WYOMING		FREMONT		2-38N-90W		201108		 	73,392	  
	 012495
		MDU #10		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		11-38N-90W		201108		 	27,648	  
	 012936
		MDU #101		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		3-38N-90W		201108		 	2,036	  
	 013142
		MDU #10-27		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		SW/4 SW/4 SEC 27-39N-90W		201108		 	640	  
	 013198
		MDU #10-35C		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		SE/4 NE/4 SEC 35-39N-90W		201108		 	900	  
	 013079
		MDU #10-5		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		SW/4 SE/4 SEC 05-38N-89W		201108		 	2,920	  
	 012973
		MDU #105D		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		2-38N-90W		201108		 	877	  
	 013115
		MDU #107D		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		03-38N-90W		201108		 	1,169	  
	 012358
		MDU #11		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		12-38N-90W		201108		 	10,875	  
	 012975
		MDU #111		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		4-38N-90W		201108		 	720	  
	 012986
		MDU #114D		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		2-38N-90W		201108		 	2,823	  
	 012988
		MDU #116		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		4-38N-90W		201108		 	1,331	  
	 013019
		MDU #120		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		32-39N-90W		201108		 	2,568	  
	 013077
		MDU #124D		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		SW/4 NW/4 SEC 02-38N-90W		201108		 	(820	) 
	 013083
		MDU #125		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		NE/4 SW/4 SEC 02-38N-90W		201108		 	610	  
	 012496
		MDU #13		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		4-38N-90W		201108		 	24,158	  
	 013254
		MDU #134D		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		NW/4 SW/4 SEC 01-38N-90W		201108		 	2,301	  
	 012497
		MDU #14		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		2-38N-90W		201108		 	6,431	  
	 012498
		MDU #15		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		3-38N-90W		201108		 	3,763	  
	 013245
		MDU #151D		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		03-38N-90W		201108		 	2,376	  
	 013328
		MDU #152D		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		NE/4 NE/4 SEC 03-38N-90W		201108		 	1,870	  
	 013255
		MDU #153D		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		SW/4 NE/4 SEC 04-38N-90W		201108		 	4,919	  
	 013247
		MDU #154D		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		03-38N-90W		201108		 	2,493	  
	 013359
		MDU #155D		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		SW/4 SE/4 SEC 02-38N-90W		201108		 	7,668	  
	 013309
		MDU #157D		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		SE/4 SW/4 SEC 04-38N-90W		201108		 	589	  
	 012499
		MDU #16		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		5-38N-90W		201108		 	(4,342	) 
	 013516
		MDU #161D		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		SW/4 SE/4 SEC 03-38N-90W		201108		 	9,107	  
	 013256
		MDU #162D-R		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		SE/4 SE/4 SEC 02-38N-90W		201108		 	(4,906	) 
	 013257
		MDU #163D		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		NE/4 NE/4 SEC 10-38N-90W		201108		 	2,574	  
	 012698
		MDU #17		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		3-38N-90W		201108		 	(1,419	) 
	 013446
		MDU #170D		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		SW/4 NW/4 SEC 03-38N-90W		201108		 	2,792	  
	 013298
		MDU #174D		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		NE/4 SE/4 SEC 04-38N-90W		201108		 	2,041	  
	 012679
		MDU #18		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		2-38N-90W		201108		 	(9,648	) 
	 013330
		MDU #180D		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		NW/4 SW/4 SEC 04-38N-90W		201108		 	2,616	  
	 012513
		MDU #19		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		3-38N-90W		201108		 	48,092	  
	 013447
		MDU #193D		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		NE/4 SE/4 SEC 02-38N-90W		201108		 	3,161	  
	 013365
		MDU #194D		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		SW/4 NW/4 SEC 02-38N-90W		201108		 	822	  
	 013362
		MDU #199D		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		NW/4 NW/4 SEC 03-38N-90W		201108		 	2,601	  
	 012489
		MDU #2		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		3-38N-90W		201108		 	(61,840	) 
	 012514
		MDU #20		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		33-39N-90W		201108		 	36,316	  
	 012515
		MDU #21		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		2-38N-90W		201108		 	(15,487	) 
	 012516
		MDU #22		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		3-38N-90W		201108		 	(37,198	) 
	 013449
		MDU #222D		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		NW/4 NW/4 SEC 12-38N-90W		201108		 	1,293	  
	 012775
		MDU #2-27		CONOCOPHILLIPS COMPANY		SHUT DOWN OR T&A		WYOMING		FREMONT		SE/4 NW/4 SEC 27-39N-90W		201108		 	(1,132	) 
	 012776
		MDU #2-29		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		SW/4 SW/4 SEC 29-39N-90W		201108		 	(589	) 
	 012619
		MDU #23		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		4-38N-90W		201108		 	606	  
	 012620
		MDU #24		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		34-39N-90W		201108		 	(10,988	) 
	 012621
		MDU #25		CONOCOPHILLIPS COMPANY		SHUT DOWN OR T&A		WYOMING		FREMONT		33-39N-90W		201108		 	1,284	  
	 012897
		MDU #2-5		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		5-38N-89W		201108		 	5,939	  
	 012631
		MDU #26		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		4-38N-90W		201108		 	(5,310	) 
	 012640
		MDU #27		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		2-38N-90W		201108		 	6,327	  
	 012641
		MDU #28		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		4-38N-90W		201108		 	(95	) 
	 012642
		MDU #29		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		33-39N-90W		201108		 	(3,960	) 
	 012490
		MDU #3		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		35-39N-90W		201108		 	(13,160	) 
	 012643
		MDU #30		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		4-38N-90W		201108		 	(1,999	) 
	 012674
		MDU #31		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		3-38N-90W		201108		 	(10,319	) 
	 012697
		MDU #32		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		11-38N-90W		201108		 	(8,191	) 
	 012700
		MDU #33		CONOCOPHILLIPS COMPANY		SHUT DOWN OR T&A		WYOMING		FREMONT		10-38N-90W		201108		 	(6,255	) 
	 012705
		MDU #34		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		5-38N-90W		201108		 	1,990	  
	 012713
		MDU #35		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		3-38N-90W		201108		 	15,352	  
	 012710
		MDU #36		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		2-38N-90W		201108		 	7,836	  
	 012963
		MDU #3-7		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		NE NE SEC 7-38N-89W		201108		 	2,620	  
	 012735
		MDU #38		CONOCOPHILLIPS COMPANY		SHUT DOWN OR T&A		WYOMING		FREMONT		4-38N-90W		201108		 	2,389	  
	 012491
		MDU #4		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		4-38N-90W		201108		 	(108,231	) 
	 012741
		MDU #40		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		1-38N-90W		201108		 	(3,327	) 
	 012731
		MDU #42		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		1-38N-90W		201108		 	(8,951	) 
	 012736
		MDU #43		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		3-38N-90W		201108		 	(125	) 
	 012752
		MDU #44		CONOCOPHILLIPS COMPANY		INVALID LEASE NUMBER		WYOMING		FREMONT		1-38N-90W		201108		 	(1,012	) 
	 012922
		MDU #4-5		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		5-38N-89W		201108		 	568	  
	 012767
		MDU #46		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		33-39N-90W		201108		 	1,162	  
	 012734
		MDU #47		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		2-38N-90W		201108		 	(2,839	) 
	 012737
		MDU #48		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		35-39N-90W		201108		 	(1,569	) 
	 012797
		MDU #49		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		12-38N-90W		201108		 	1,546	  
	 013279
		MDU #4-9		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		NE/4 SW/4 SEC 09-38N-89W		201108		 	1,004	  
	 012750
		MDU #50		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		34-39N-90W		201108		 	(387	) 
	 012751
		MDU #52		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		1-38N-90W		201108		 	(11,247	) 
	 012921
		MDU #5-28		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		28-39N-90W		201108		 	(1,683	) 
	 013027
		MDU #5-36C		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		SE/4 SE/4 36-39N-90W		201108		 	861	  
	 012925
		MDU #5-5		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		5-38N-89W		201108		 	1,041	  
	 012756
		MDU #56		CONOCOPHILLIPS COMPANY		SHUT DOWN OR T&A		WYOMING		FREMONT		12-38N-90W		201108		 	(2,895	) 
	 012755
		MDU #57		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		4-38N-90W		201108		 	2,781	  
	 012774
		MDU #58		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		5-38N-90W		201108		 	(1,117	) 
	 012758
		MDU #59		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		3-38N-90W		201108		 	4,504	  
	 012492
		MDU #6		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		1-38N-90W		201108		 	14,604	  
	 012768
		MDU #60		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		32-39N-90W		201108		 	(11,773	) 
	 012900
		MDU #6-11		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		SEC 11 & 14-38N-90W		201108		 	2,634	  
	 013139
		MDU #6-26C		CONOCOPHILLIPS COMPANY		SHUT DOWN OR T&A		WYOMING		FREMONT		NE/4 SE/4 SEC 26-39N-90W		201108		 	(22	) 
	 012899
		MDU #6-32		CONOCOPHILLIPS COMPANY		SHUT DOWN OR T&A		WYOMING		FREMONT		32-39N-90W		201108		 	(1,856	) 
	 012783
		MDU #65		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		10-38N-90W		201108		 	(12,244	) 









																			
	 		 		 		 		 		 		 		PRODUCTION		NET	 
	 LEASE #
		 LEASE NAME
		 OPERATOR NAME
		 WELL STATUS
		 STATE
		 COUNTY
		 LEGAL DESCRIPTION
		 MONTH
		IMBALANCE	 
	 012784
		MDU #66		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		10-38N-90W		201108		 	3,316	  
	 013168
		MDU #6-6		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		06-38N-90W		201108		 	1,129	  
	 012785
		MDU #67		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		2 & 11-38N-90W		201108		 	8,210	  
	 012798
		MDU #68		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		11-38N-90W		201108		 	(1,501	) 
	 012822
		MDU #70		CONOCOPHILLIPS COMPANY		SHUT DOWN OR T&A		WYOMING		FREMONT		LOT 3 SEC 12-38N-90W		201108		 	(2,362	) 
	 012820
		MDU #71		CONOCOPHILLIPS COMPANY		SHUT DOWN OR T&A		WYOMING		FREMONT		11-38N-90W		201108		 	4,283	  
	 013163
		MDU #7-31C		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		SE/4 SE/4 SEC 31-39N-90W		201108		 	819	  
	 012942
		MDU #7-32		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		32-39N-90W		201108		 	(1,495	) 
	 012830
		MDU #75		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		9-38N-90W		201108		 	(2,830	) 
	 013241
		MDU #7-6		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		NE/4 NW/4 SEC 06-38N-90W		201108		 	1,252	  
	 012493
		MDU #8		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		3-38N-90W		201108		 	25,051	  
	 012878
		MDU #82		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		10-38N-90W		201108		 	(3,220	) 
	 012898
		MDU #8-23		CONOCOPHILLIPS COMPANY		SHUT DOWN OR T&A		WYOMING		FREMONT		23-39N-91W		201108		 	798	  
	 012879
		MDU #84		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		12-38N-90W		201108		 	(6,220	) 
	 012880
		MDU #86		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		2-38N-90W		201108		 	(1,240	) 
	 012876
		MDU #87		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		5-38N-89W		201108		 	1,306	  
	 012494
		MDU #9		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		32-39N-90W		201108		 	(795	) 
	 012904
		MDU #90		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		1-38N-90W		201108		 	(652	) 
	 012905
		MDU #91		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		1-38N-90W		201108		 	984	  
	 012903
		MDU #92		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		10-38N-90W		201108		 	(3,104	) 
	 013242
		MDU #9-31CA		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		SW/4 SE/4 SEC 31-39N-90W		201108		 	938	  
	 013199
		MDU #9-34		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		NW/4 NE/4 SEC 34-39N-90W		201108		 	4,800	  
	 012907
		MDU #94		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		4-38N-90W		201108		 	(1,564	) 
	 012909
		MDU #96		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		5-38N-90W		201108		 	(1,878	) 
	 012911
		MDU #98		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		4-38N-90W		201108		 	2,723	  
	 012504
		MDU DEEP #1-3		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		3-38N-90W		201108		 	79,183	  
	 022675
		MEADOW #1-1		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		TEXAS		WHEELER		SEC 1, CAMP CSL SVY		201108		 	225,453	  
	 002311
		MEADOWS		SAMSON LONE STAR, LLC		PRODUCING WELL		HEMPHILL		OKLAHOMA		31,BLK M- H&GN SURVEY		200703		 	1,083	  
	 035259
		MEARS 1		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		35 18N 9W		201109		 	1,299	  
	 030859
		MECHEK #4-2		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		WASHITA		2-11N-20W		201108		 	967	  
	 006761
		MECHEK 1-3		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		3-11N-20W		201109		 	2,664	  
	 030446
		MEDDERS #4-1 (FORMERLY TOELLE)		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		WASHITA		1-11N-20W		201108		 	(4,542	) 
	 011653
		MEDIAN 1-21		CONOCOPHILLIPS COMPANY		SHUT DOWN OR T&A		WYOMING		FREMONT		21-39N-90W		200904		 	2,009	  
	 033008
		MEEK #5-24		JMA ENERGY COMPANY, LLC-ROYALT		PRODUCING WELL		OKLAHOMA		CUSTER		24-15N-20W		201108		 	(272	) 
	 006312
		MEEK B #1-24		MARATHON OIL COMPANY		SHUT DOWN OR T&A		OKLAHOMA		CUSTER		24-15N-20W		200904		 	1,838	  
	 006437
		MEEK F #1-24		MARATHON OIL COMPANY		PRODUCING WELL		OKLAHOMA		CUSTER		24-15N-20W		201108		 	24,513	  
	 006672
		MEEK F #2-24		MARATHON OIL COMPANY		PRODUCING WELL		OKLAHOMA		CUSTER		24-15N-20W		201108		 	6,709	  
	 011654
		MEGG 1-5		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		05-38N-90W		201108		 	(222,588	) 
	 011655
		MELBA 1-10 BG1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		10-14N-23W		201109		 	13,583	  
	 011656
		MELBA 2-10		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		10-14N-23W		201109		 	1,011	  
	 043786
		MELTON #1-3		SM ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		03-06N-11W		201108		 	420	  
	 022680
		MELVIN #1		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		28-10N-20W		201108		 	(36,275	) 
	 039556
		MENDOTA RANCH #11-6		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 11 BLK 1 I&GN SVY		201109		 	1,967	  
	 039721
		MENDOTA RANCH #11-7		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 11 BLK 1 I&GN RR CO SVY		201109		 	450	  
	 039097
		MENDOTA RANCH #13-8		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 13 BLK 1 I&GN SVY NW/4		201109		 	1,621	  
	 038906
		MENDOTA RANCH #36-6		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 36 BLK 1 I&GN SVY		201109		 	896	  
	 039098
		MENDOTA RANCH #36-7		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 36 BLK 1 I&GN SVY		201109		 	268	  
	 039099
		MENDOTA RANCH #36-8		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 36 BLK 1 I&GN SVY		201109		 	35	  
	 039555
		MENDOTA RANCH #51A-6		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 51 BLK 1 I&GN SVY		201109		 	366	  
	 039750
		MENDOTA RANCH 34 #3		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SECTION 34, BLK 1, I&GN SVY		201109		 	33,515	  
	 041593
		MENDOTA RANCH 34 #6		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SECTION 34, BLK 1, I&GN SVY		201109		 	17,284	  
	 041843
		MENDOTA RANCH 34 #9		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SECTION 34 BLK 1 I&GN SVY		201109		 	193	  
	 036177
		MENDOTA RANCH 36D #2		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 36, BLK 1, I&GN SVY		201109		 	4,929	  
	 039100
		MENDOTA RANCH 36D #9		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 36 BLK 1 I&GN SVY		201109		 	824	  
	 036730
		MENDOTA RANCH 51C #1		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 51 BLK 1 I&GN SVY		201109		 	162	  
	 012824
		MENNONITE #4-31		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		CUSTER		31-14N-20W		201108		 	3,527	  
	 012946
		MENNONITE #5-31		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		CUSTER		31-14N-20W		201108		 	166	  
	 022685
		MERCER 1-16		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		STEPHENS		16-2N-8W		201108		 	187	  
	 006268
		MERRICK #1-22		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		22-12N-22W 198		201109		 	(193	) 
	 008748
		MERRICK #1-23		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		OKLAHOMA		ROGER MILLS		23-14N-22W		201108		 	(29,350	) 
	 006353
		MERRICK #1-25		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BECKHAM		25-12N-22W		201108		 	46	  
	 006257
		MERRICK #1-28		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BECKHAM		28-12N-22W		201108		 	14,586	  
	 030333
		MERRICK #1-34		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		OKLAHOMA		ROGER MILLS		SEC 34-14N-22W		201108		 	53,740	  
	 006213
		MERRICK #3-1		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		ROGER MILLS		1-12N-22W ALL		201108		 	(69	) 
	 034463
		MERRICK #3-34		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		OKLAHOMA		ROGER MILLS		34-14N-22W		201108		 	1,440	  
	 040783
		MERRICK #6-34 (ATOKA)		DEVON ENERGY PRODUCTION, CO LP		ABANDONED WELL		OKLAHOMA		ROGER MILLS		34-14N-22W		200804		 	(1,250	) 
	 042344
		MERRICK #6-34 (RED FORK)		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		OKLAHOMA		ROGER MILLS		34-14N-22W		201108		 	13,691	  
	 008750
		MERRICK #7-A		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		ROGER MILLS		7-12N-21W		201108		 	(7	) 
	 005211
		MERRICK #7-C		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		ROGER MILLS		7-12N-21W		201108		 	418	  
	 031032
		MERRICK #7-D		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		ROGER MILLS		7-12N-21W		201108		 	1,622	  
	 030335
		MERRICK 1-35		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		OKLAHOMA		ROGER MILLS		SEC 35-14N-22W		201108		 	65,260	  
	 006762
		MERRICK 2-22		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		22-12N-22W		201109		 	5,984	  
	 038765
		MERRIFIELD #1-10		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		10-09N-21W		201109		 	(1,060	) 
	 037625
		MESSIER #1-19		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		19-12N-23W		201109		 	4,986	  
	 005401
		METHENY #2-25 (DORNICK HILLS)		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		STEPHENS		25-2N-6W		201108		 	27,012	  
	 005532
		MEYER #1-6		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CANADIAN		06-11N-7W		201109		 	20,229	  
	 006255
		MEYER #4-1		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		ROGER MILLS		4-15N-21W SW		201108		 	11,572	  
	 008582
		MEYER #4-3		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		ROGER MILLS		4-15N-21W		201108		 	8,801	  
	 040146
		MEYER 1-2		NOBLE ENERGY INC		PRODUCING WELL		KANSAS		GRANT		09-27S-35W		201108		 	1,886	  
	 040147
		MEYER 2-2		NOBLE ENERGY INC		PRODUCING WELL		KANSAS		GRANT		17-27S-35W		201108		 	15,962	  
	 004941
		MEYERS #1-16		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BEAVER		16-1N-21ECM		201109		 	22	  
	 006028
		MIKLES #1-12		KAISER-FRANCIS OIL COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		12-10N-22W		201108		 	21,483	  
	 006346
		MIKLES #3-4		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BECKHAM		4-10N-22W		201108		 	1,556	  
	 013521
		MILA #1-36		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		MAJOR		36-23N-12W		201108		 	3,635	  
	 003898
		MILDRED #2		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		CUSTER		8-15N-20W		201108		 	44,240	  
	 033057
		MILDRED #4-8		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CUSTER		8-15N-20W		201109		 	96,634	  
	 033580
		MILDRED #5-8		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		CUSTER		8-15N-20W		201108		 	8,272	  
	 040193
		MILES 1-2		NOBLE ENERGY INC		SHUT DOWN OR T&A		KANSAS		KEARNY		11-24S-38W		201003		 	6,106	  
	 040194
		MILES 2-2		NOBLE ENERGY INC		PRODUCING WELL		KANSAS		KEARNY		36-23S-38W		201108		 	17,782	  
	 030306
		MILEUR R S 2-23		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		GRADY		23-4N-8W		201108		 	(581	) 
	 034186
		MILLER #1-24		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		24-6N-13E		201109		 	14,092	  
	 005421
		MILLER UNIT		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ELLIS		11-23N-24W		201109		 	13,423	  
	 006147
		MILLER, BOYD #1		NOBLE ENERGY INC		PRODUCING WELL		OKLAHOMA		CUSTER		10-14N-14W   ALL		201108		 	1,044	  
	 006148
		MILLER, BOYD #3		NOBLE ENERGY INC		PRODUCING WELL		OKLAHOMA		CUSTER		10-14N-14W   ALL		201108		 	(1,339	) 
	 006149
		MILLER, BOYD #4		NOBLE ENERGY INC		PRODUCING WELL		OKLAHOMA		CUSTER		10-14N-14W   ALL		201108		 	(535	) 
	 034740
		MILLER, BOYD #5-10		NOBLE ENERGY INC		PRODUCING WELL		OKLAHOMA		CUSTER		10-14N-14W		201108		 	153	  
	 030982
		MILLER, TROY #10-2		MARATHON OIL COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		2-14N-22W		201108		 	(470	) 
	 005595
		MILLS # 4-19(FORMERLY DEER #1)		QUANTUM RESOURCES MANAGEMENT		PRODUCING WELL		OKLAHOMA		BECKHAM		19-10N-26W		201108		 	(2,834	) 









																			
	 		 		 		 		 		 		 		PRODUCTION		NET	 
	 LEASE #
		 LEASE NAME
		 OPERATOR NAME
		 WELL STATUS
		 STATE
		 COUNTY
		 LEGAL DESCRIPTION
		 MONTH
		IMBALANCE	 
	 006131
		MILLS #1-19		QUANTUM RESOURCES MANAGEMENT		PRODUCING WELL		OKLAHOMA		BECKHAM		19-10N-26W   ALL		201108		 	(55,329	) 
	 006220
		MILLS #2-19		QUANTUM RESOURCES MANAGEMENT		PRODUCING WELL		OKLAHOMA		BECKHAM		19-10N-26W   NE/		201108		 	(94,052	) 
	 044429
		MILTON #1-23H		CONTINENTAL RESOURCES, INC.		PRODUCING WELL		NORTH DAKOTA		DIVIDE		SEC 14 & 23-160N-96W		201108		 	(2,173	) 
	 031223
		MINNIE #2-17		MUSTANG FUEL CORPORATION		PRODUCING WELL		OKLAHOMA		HASKELL		17-7N-20E		201108		 	8	  
	 007042
		MITCHELL UNIT #1		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		ELLIS		25-17N-23W		201108		 	300	  
	 007048
		MITCHELL-ANDERSON UNIT #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ELLIS		30-17N-22W		201109		 	90,720	  
	 011668
		MOGG-HAWKINS 1-27 BG2		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		27-10N-12W		201109		 	235,650	  
	 006230
		MOLLETT #1		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BECKHAM		4-11N-22W NW/		201108		 	(1,688	) 
	 006728
		MOLLETT 2-4		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BECKHAM		4-11N-22W		201108		 	(18,762	) 
	 037947
		MOLLIE #1 (MIDDLE ATOKA)		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		17-06N-19E		201109		 	9,595	  
	 038646
		MOLLIE #1R CBM		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		17-06N-19E		201109		 	45	  
	 036753
		MOLLIE #3-17		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		17-06N-19E		201109		 	11	  
	 004007
		MOLTHAN #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		LE FLORE		27-8N-24E		201109		 	45,619	  
	 040148
		MONNICH 1-2		NOBLE ENERGY INC		PRODUCING WELL		KANSAS		HAMILTON		13-24S-39W		201108		 	27,984	  
	 002354
		MONROE #1-28		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		28-5N-16E		201109		 	8,424	  
	 004187
		MONTY #1		KAISER-FRANCIS OIL COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		14-7N-14E		201108		 	(56	) 
	 005576
		MOODY		UNIT PETROLEUM COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		10-6N-9W		201108		 	(4,820	) 
	 005884
		MOONEY A #1-2		MARATHON OIL COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		2-14N-22W		201108		 	4	  
	 004256
		MOORE #1-34		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		DEWEY		34-17N-20W		201109		 	3,833	  
	 006029
		MOORE #1-35		UNIT PETROLEUM COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		35-11N-13W		201108		 	(443	) 
	 007089
		MOORE #1-A		APACHE CORPORATION		PRODUCING WELL		TEXAS		WHEELER		SEC 57 BLK H&GN RR CO SUR		201108		 	(87,488	) 
	 004664
		MOORE #2-14		CRAWLEY PETROLEUM CORP.		PRODUCING WELL		OKLAHOMA		ROGER MILLS		14-11N-23W		201108		 	14,434	  
	 004943
		MOORE, JEFF #1-20		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		20-12N-17W		201108		 	2,482	  
	 004893
		MORAN #2-36		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		COAL		36-3N-11E		201109		 	2,145	  
	 030649
		MORAN #4-36		XTO ENERGY INC.		PRODUCING WELL		OKLAHOMA		COAL		36-3N-11E		201108		 	65	  
	 006677
		MORDECAI #2-36		LINN OPERATING INC		PRODUCING WELL		OKLAHOMA		BLAINE		36-13N-12W		201108		 	138	  
	 030894
		MORDECAI #4-36		LINN OPERATING INC		PRODUCING WELL		OKLAHOMA		BLAINE		36-13N-12W		201108		 	217	  
	 004106
		MORGAN #1-3		KAISER-FRANCIS OIL COMPANY		PRODUCING WELL		OKLAHOMA		ELLIS		3-19N-21W		201108		 	(505	) 
	 006441
		MORGAN #1-34		APACHE CORPORATION		SHUT DOWN OR T&A		OKLAHOMA		WASHITA		34-11N-19W		201101		 	(55,719	) 
	 040195
		MORRIS 1-2		NOBLE ENERGY INC		PRODUCING WELL		KANSAS		KEARNY		29-24S-35W		201108		 	13,567	  
	 007083
		MORRISON #1-212		H & L OPERATING COMPANY		PRODUCING WELL		TEXAS		ROBERTS		SEC 212 BLK 42 H&TC RR CO SUR		201108		 	(10,552	) 
	 014004
		MORRISON #6-33H		QEP ENERGY COMPANY		PRODUCING WELL		TEXAS		WHEELER		SEC 33 BLK A-3 H&GN SVY		201108		 	1,155	  
	 004699
		MORSTAIN #1-32		SAMSON RESOURCES COMPANY		SHUT DOWN OR T&A		OKLAHOMA		WOODS		32-24N-13W		200608		 	210	  
	 012867
		MOSELEY #1-29		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		29-14N-20W		201108		 	—  	  
	 041424
		MOSELEY 25-1		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		25-15N-20W		201108		 	12,246	  
	 041425
		MOSELEY 25-2		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		25-15N-20W		201108		 	(1,602	) 
	 031189
		MOSLEY #20-24		MARATHON OIL COMPANY		SHUT DOWN OR T&A		OKLAHOMA		CUSTER		24-15N-20W		201108		 	(1,720	) 
	 034908
		MOSLEY, THELMA GAS UNIT 1		BP AMERICA PRODUCTION COMPANY		SHUT DOWN OR T&A		TEXAS		HARRISON		FRANCIS RAMSDALE SVY, A-591		201104		 	1,201	  
	 039935
		MOSLEY, THELMA WELL #4		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		TEXAS		HARRISON		J W BRITAIN SVY, A-78		201107		 	1,738	  
	 039911
		MOWDY #1H-22		NEWFIELD EXPLORATION MID CONT		PRODUCING WELL		OKLAHOMA		COAL		22-02N-11E		201108		 	480	  
	 040149
		MOYLE 1-2		NOBLE ENERGY INC		PRODUCING WELL		KANSAS		HAMILTON		35-25S-39W		201105		 	37,694	  
	 005566
		MUEHLEBACH A #1 & #2		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		BEAVER		2-3N-26ECM		201108		 	1,972	  
	 002385
		MUELLER #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CUSTER		3-14N-17W		201109		 	30,966	  
	 007123
		MUGG ESTATE #2-983		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		LIPSCOMB		SEC 983 BLK 43 H&TC RR CO SUR		201109		 	1,008	  
	 007034
		MUGG J K #1		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		LIPSCOMB		SEC 983 BLK 43 H&TC RR CO SUR		201109		 	1,523	  
	 045547
		MUIR #1-7H		CONTINENTAL RESOURCES, INC.		PRODUCING WELL		NORTH DAKOTA		DIVIDE		SEC 06 & 07-160N-96W		201108		 	(32	) 
	 005423
		MULBERY #1-34		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BEAVER		34-3N-28ECM		201109		 	5,954	  
	 034405
		MULLEN #2		WEXPRO COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		2-17N-104W		201108		 	1,414	  
	 004254
		MURDAUGH, JACK #1 & #2		CHEVRON USA INC		PRODUCING WELL		OKLAHOMA		PITTSBURG		27-7N-18E		201108		 	23,118	  
	 006991
		MURPHY #1-18		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		18-12N-15W		201108		 	810	  
	 002392
		MURRAY #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BEAVER		23-6N-27ECM		201109		 	5,471	  
	 008002
		MURRAY UNIT		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BECKHAM		10-9N-25W		201108		 	(70,457	) 
	 002393
		MURRIN		KAISER-FRANCIS OIL COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		14-7N-14E		201108		 	(74	) 
	 006646
		MURROW #2		BROWER ROBERT C		PRODUCING WELL		OKLAHOMA		WOODS		34-25N-14W		200912		 	1,244	  
	 006533
		MUSIC #1-2		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		2-11N-20W		201109		 	382,589	  
	 006721
		MUSIC #2-23		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		23-10N-21W		201108		 	4,299	  
	 004794
		MUSIC #3-24		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		24-10N-21W		201109		 	21,881	  
	 040779
		MUSICK FARMS #1-11H		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		WASHITA		11-11N-18W		201107		 	10,162	  
	 006088
		MUTZ A #2-23		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		GRADY		23-5N-7W		201109		 	516	  
	 011681
		MYERS 1-22 BG0		EARLSBORO ENERGIES CORPORATION		SHUT DOWN OR T&A		OKLAHOMA		CUSTER		22-15N-17W		200605		 	2,058	  
	 006224
		NAGLE STATE #1-10		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BECKHAM		10-11N-22W CNE		201108		 	(51,138	) 
	 039301
		NAGLE STATE #3-10		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BECKHAM		10-11N-22W		201108		 	(84	) 
	 006743
		NAGLE STATE 2-10		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BECKHAM		10-11N-22W		201108		 	1,450	  
	 041239
		NAGLE-STATE #4-10		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BECKHAM		10-11N-22W		201108		 	1,152	  
	 003424
		NEAL F #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		18-2N-14E		201103		 	—  	  
	 004119
		NEEDHAM #1-14		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		14-4N-16E		201109		 	(56,410	) 
	 035039
		NEHI #1H-34		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		ROGER MILLS		34-13N-24W		201108		 	195	  
	 040196
		NEIBUHR 1-2		NOBLE ENERGY INC		PRODUCING WELL		KANSAS		KEARNY		33-23S-38W		201105		 	14,002	  
	 003329
		NEIDECKER #1-34		OGP OPERATING, INC.		PRODUCING WELL		ARKANSAS		CRAWFORD		34-9N-31W		201108		 	6,868	  
	 003328
		NEIDECKER #2		OGP OPERATING, INC.		PRODUCING WELL		ARKANSAS		CRAWFORD		34-9N-31W		201108		 	(4,749	) 
	 004604
		NEIDECKER #3-34		OGP OPERATING, INC.		PRODUCING WELL		ARKANSAS		CRAWFORD		34-9N-31W		201108		 	(4,067	) 
	 022810
		NEILL A-1		GILLILAND OIL & GAS, INC		PRODUCING WELL		OKLAHOMA		GRADY		25-5N-5W		201108		 	218	  
	 007061
		NELSON UNIT #3 WELL #4		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BEAVER		28-3N-27ECM		201108		 	(3,572	) 
	 034249
		NESSER #3-29		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BECKHAM		29-12N-21W		201108		 	(2,705	) 
	 036672
		NESSER #4-29		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BECKHAM		29-12N-21W		201108		 	654	  
	 007569
		NEUFELD #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		MAJOR		15-20N-11W		201109		 	7,932	  
	 012857
		NEWMAN #1-34H		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		STEPHENS		SEC 34&35-1N-4W		201108		 	(151	) 
	 004346
		NEWTON SMITH #1-16		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		16-3N-12E		201109		 	2,085	  
	 033209
		NEWTON SMITH #2-16		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		16-3N-12E		201109		 	4,146	  
	 033416
		NEWTON SMITH #3-16		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		16-3N-12E		201109		 	770	  
	 033642
		NEWTON SMITH #4-16		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		16-3N-12E		201109		 	1,894	  
	 004582
		NEWTON-POWERS #4		SAMSON RESOURCES COMPANY		PRODUCING WELL		ARKANSAS		POPE		16-9N-20W		201109		 	22,314	  
	 004040
		NEWTON-POWERS #6		XTO ENERGY INC.		PRODUCING WELL		ARKANSAS		POPE		16-9N-20W		201108		 	(2,716	) 
	 024085
		NIC #1-4		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		GRADY		4-4N-5W		201108		 	11,146	  
	 004523
		NICHOLS-GREGORY #1		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		BECKHAM		28-12N-21W		201108		 	(2,155	) 
	 004628
		NICHOLS-GREGORY #3-28		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		28-12N-21W		201109		 	18,843	  
	 006110
		NICKELSON #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		MAJOR		12-22N-16W   ALL		201109		 	(29	) 
	 034406
		NIGHTINGALE A #1		WEXPRO COMPANY		SHUT DOWN OR T&A		WYOMING		SWEETWATER		32-16N-104W		201003		 	17,391	  
	 033283
		NILE MOSBURG #3-12		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BEAVER		12-3N-25E		201108		 	(4,962	) 
	 032798
		NINE, BENJAMIN #3-22		J BREX COMPANY		PRODUCING WELL		OKLAHOMA		BEAVER		22-2N-28E		201108		 	(297	) 
	 012884
		NISTLER #4-17		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		ROGER MILLS		17-13N-22W		201108		 	(680	) 
	 011707
		NISTLER 2-17 BG0		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		ROGER MILLS		17-13N-22W		201108		 	(4,231	) 
	 011708
		NISTLER 3-17		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		ROGER MILLS		17-13N-22W		201108		 	(25,226	) 
	 036806
		NITCHIE GULCH UNIT 3-21F		WHITING OIL & GAS CORPORATION		PRODUCING WELL		WYOMING		SWEETWATER		21-23N-103W		201108		 	(1,911	) 
	 036644
		NOAH #8-10P		NOBLE ENERGY INC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 8 BLK 4 AB&M SVY		201108		 	2,060	  
	 034699
		NOAH #8-12P		NOBLE ENERGY INC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 8, BLK 4, AB&M SVY		201106		 	1,165	  
	 036321
		NOAH #8-14P		NOBLE ENERGY INC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 8 BLK 4 AB&M SVY		201108		 	1,106	  
	 043575
		NOAH 0813H		NOBLE ENERGY INC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 8 BLK 4 AB&M SVY		201108		 	31,569	  









																			
	 		 		 		 		 		 		 		PRODUCTION		NET	 
	 LEASE #
		 LEASE NAME
		 OPERATOR NAME
		 WELL STATUS
		 STATE
		 COUNTY
		 LEGAL DESCRIPTION
		 MONTH
		IMBALANCE	 
	 031178
		NOBLE #20-3		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		20-14N-19W		201108		 	(1,945	) 
	 005839
		NOBLE #2-20		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		20-14N-19W		201108		 	350	  
	 025696
		NOBLE #4-20		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		20-14N-19W		201108		 	1,070	  
	 005599
		NOBLE UNIT		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		20-14N-19W		201108		 	(11,236	) 
	 035294
		NOLES A-1		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		4 17N 9W NW NW NW		201108		 	9,645	  
	 039219
		NORMA JO #1-6 ST		SM ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		06-06N-11W		201108		 	(758	) 
	 035309
		NORMAN A-1 ALT		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		4 17N 9W SW SW SW		201108		 	566	  
	 011711
		NORVILL B #1 NP		NEWFIELD EXPLORATION MID CONT		PRODUCING WELL		OKLAHOMA		GRADY		36-5N-5W		201108		 	3,564	  
	 040507
		NOVOTNY PARRISH 1-32		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		GRADY		32-9N-8W		201108		 	29	  
	 006226
		NOVY, BESSIE #1-29		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		29-11N-11W SE/		201109		 	2,367	  
	 034455
		NOVY, BESSIE #2-29		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		29-11N-11W		201109		 	4,706	  
	 034619
		NOVY, BESSIE #3-29		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		29-11N-11W		201109		 	5,635	  
	 007056
		NUTTALL UNIT #1-29		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		ELLIS		29-17N-22W		201108		 	8,805	  
	 006300
		OAKS 1-4		MUSTANG FUEL CORPORATION		PRODUCING WELL		OKLAHOMA		CUSTER		4-12N-20W		201106		 	24,872	  
	 002439
		O’BRIANT #1		XTO ENERGY INC.		PRODUCING WELL		ARKANSAS		POPE		1-8N-20W		201108		 	(1,625	) 
	 030847
		O’BRIEN #9-2 (FRMLY GATES 9-2)		MARATHON OIL COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		2-14N-22W		201108		 	(2,496	) 
	 011718
		ODOM 18-12		FINLEY RESOURCES, INC.		PRODUCING WELL		ALABAMA		LAMAR		18-16S-15W		201108		 	892	  
	 006664
		O’DONNELL 1-30		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		30-10N-20W		201108		 	92,193	  
	 007616
		O’HARA #3-8		SM ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		8-10N-22W		201108		 	185	  
	 012507
		OKIE #1-9		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		9-38N-90W		201108		 	76,166	  
	 040197
		OLAUGHLIN 1-2		NOBLE ENERGY INC		PRODUCING WELL		KANSAS		KEARNY		12-25S-36W		201108		 	21,135	  
	 002450
		OLSON #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		1-7N-18E		201109		 	4,164	  
	 039287
		OPAL BAUER ET AL #1		INDIGO MINERALS LLC		PRODUCING WELL		LOUISIANA		LINCOLN		34-18N-04W		201108		 	12,222	  
	 006031
		OPITZ #1-14		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		CADDO		14-11N-11W		201108		 	1,826	  
	 013226
		ORBISON #3-11		QEP ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		11-08N-15E		201108		 	1,643	  
	 011725
		ORBISON 1-11 BG0		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		11-8N-15E		201109		 	6,182	  
	 004758
		ORBISON-WEEKS #1-14		QEP ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		14-8N-15E		201108		 	(41	) 
	 039373
		ORRELL #1-28 ST		SM ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		28-07N-12W		201105		 	1,129	  
	 044592
		OTIS #1-13H		CONTINENTAL RESOURCES, INC.		PRODUCING WELL		NORTH DAKOTA		DIVIDE		SEC 13 & 24-161N-96W		201108		 	(21	) 
	 044968
		OTIS #2-13H		CONTINENTAL RESOURCES, INC.		PRODUCING WELL		NORTH DAKOTA		DIVIDE		SEC 13 & 24-161N-96W		201108		 	1,287	  
	 006369
		OVERSTREET #1-31		SM ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		31-10N-19W		201108		 	284	  
	 002464
		OZARK REAL ESTATE #2-19		SAMSON RESOURCES COMPANY		PRODUCING WELL		ARKANSAS		JOHNSON		19-9N-24W		201109		 	1,816	  
	 011730
		PALMER 1-17 BG0		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		17-12N-15W		201108		 	(31,350	) 
	 011731
		PALMER 2-17		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		17-12N-15W 1320 FSL 1340 FE		201108		 	4,782	  
	 035231
		PALMER A-1		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		27 18N 9W NE SW SW		201108		 	4,620	  
	 002475
		PANKEY UNIT #1		QUANTUM RESOURCES MANAGEMENT		PRODUCING WELL		OKLAHOMA		ROGER MILLS		4-13N-26W		201108		 	85,024	  
	 030943
		PAPPY #2-8		MARATHON OIL COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		8-9N-19W		201108		 	4,814	  
	 022894
		PARK 1-25		SAMSON RESOURCES COMPANY		SHUT DOWN OR T&A		OKLAHOMA		GARVIN		25-4N-4W		200807		 	(1,019	) 
	 002476
		PARKER #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		24-6N-17E		201109		 	6,121	  
	 033322
		PARKER #1-29		CABOT OIL & GAS CORP.		PRODUCING WELL		OKLAHOMA		ELLIS		29-24N-25W		201108		 	(91	) 
	 033653
		PARKER #33-29		CABOT OIL & GAS CORP.		PRODUCING WELL		OKLAHOMA		ELLIS		29-24N-25W		201108		 	(8	) 
	 042507
		PARKER #3-4		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		04-09N-19W		201108		 	9,620	  
	 033957
		PARKER #44-29		CABOT OIL & GAS CORP.		PRODUCING WELL		OKLAHOMA		ELLIS		29-24N-25W		201108		 	347	  
	 038746
		PARKER #6-29		CABOT OIL & GAS CORP.		PRODUCING WELL		OKLAHOMA		ELLIS		29-24N-25W		201108		 	(325	) 
	 043777
		PARKER #8-4		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		04-09N-19W		201108		 	7,901	  
	 005721
		PARKER #9-47		CABOT OIL & GAS CORP.		PRODUCING WELL		OKLAHOMA		ELLIS		29-24N-25W		201108		 	2	  
	 043104
		PARKER 6-4		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		04-09N-19W		201108		 	1,477	  
	 004122
		PARKER, ALFRED #1		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		27-5N-17E		201108		 	(1,853	) 
	 030991
		PARKER, ALFRED #3-27		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		27-5N-17E		201108		 	(6,221	) 
	 033382
		PARKER, ALFRED #4-27		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		27-5N-17E		201108		 	2,152	  
	 004264
		PARKER, ALFRED UNIT #2		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		27-5N-17E		201108		 	(920	) 
	 031112
		PARMER #1-23		FOREST OIL CORPORATION		PRODUCING WELL		OKLAHOMA		CADDO		23-5N-11W		201108		 	(138	) 
	 007157
		PARR #1-36		SAMSON RESOURCES COMPANY		SHUT DOWN OR T&A		OKLAHOMA		ROGER MILLS		36-13N-26W		201012		 	1,788	  
	 034890
		PATES 1		EAGLE ROCK MID-CONTINENT OPERA		PRODUCING WELL		ARKANSAS		LOGAN		15-8N-23W NE SE NW		201108		 	(9,058	) 
	 004642
		PATRICIA #1-24		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		BLAINE		24-13N-13W		201108		 	15	  
	 026483
		PATTERSON #2H-31		NEWFIELD EXPLORATION MID CONT		PRODUCING WELL		OKLAHOMA		HUGHES		31-04N-11E		201108		 	(823	) 
	 012952
		PATTERSON 34-2		BEREXCO LLC		PRODUCING WELL		OKLAHOMA		CADDO		34-10N-12W		201108		 	(516	) 
	 006032
		PATTON #1-15		UNIT PETROLEUM COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		15-10N-12W		201107		 	5,788	  
	 022903
		PATTON A 1		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		PITTSBURG		24-3N-12E		201108		 	868	  
	 007571
		PATZKOWSKY #1		SAMSON RESOURCES COMPANY		SHUT DOWN OR T&A		OKLAHOMA		MAJOR		16-20N-11W		201109		 	5,516	  
	 007012
		PAYNE A #1-4		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		ROBERTS		SEC 4 BLK A-2 EL&RR SURVEY		201109		 	(1,886	) 
	 007891
		PAYNE T 1-2		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		STEPHENS		02-01N-05W SE/4		201109		 	28	  
	 007894
		PAYNE T 2-2		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		STEPHENS		02-01N-05W SW/4		201109		 	2,516	  
	 006208
		PAYNE, CARL #2		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		2-14N-14W ALL		201108		 	7,207	  
	 030130
		PEARL #1A-TUBING		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		32-4N-14E		201109		 	(5	) 
	 011739
		PECK 1-20 BG2		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		20-12N-16W		201108		 	(35,344	) 
	 030116
		PENFIELD #1-30		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		30-4N-16E		201109		 	61,093	  
	 030648
		PENNINGTON #3-17		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		17-13N-25W		201109		 	16,643	  
	 022930
		PERKINS 1		CHESAPEAKE OPERATING, INC.		ORRI/RY		OKLAHOMA		BLAINE		7-14N-13W		201102		 	(23,143	) 
	 002495
		PERRYMAN #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		HASKELL		10-8N-19E		201109		 	38,795	  
	 031250
		PERRYMAN #1-23		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BECKHAM		23-12N-22W		201108		 	337	  
	 037520
		PERRYMAN #2-10		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		HASKELL		10-08N-19E		201109		 	(3	) 
	 033032
		PERRYMAN #3-25		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BECKHAM		25-12N-22W		201108		 	4,272	  
	 037671
		PERRYMAN #4-23		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BECKHAM		23-12N-22W		201108		 	2	  
	 033286
		PERRYMAN #4-25		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BECKHAM		25-12N-22W		201108		 	7,366	  
	 036918
		PERRYMAN #6-25		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BECKHAM		25-12N-22W		201108		 	2,097	  
	 037890
		PERRYMAN #7-25		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BECKHAM		25-12N-22W		201108		 	164	  
	 035303
		PERRYMAN, L F 2		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		21 18N 8W SW NW NE		201108		 	520	  
	 030321
		PETERSEN #1-8		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		7,8-13N-26W		201108		 	(4,962	) 
	 030995
		PETERSEN #4-8		CONOCOPHILLIPS COMPANY		SHUT DOWN OR T&A		OKLAHOMA		ROGER MILLS		7,8-13N-26W		201006		 	—  	  
	 003719
		PETERSEN #8-2		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		7&8-13N-26W		201108		 	34	  
	 006204
		PETERSEN UNIT #1-17		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		17-13N-26W SEC		201109		 	32,506	  
	 031201
		PETERSON #1-34A		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		WASHITA		34-11N-19W		201108		 	(3,687	) 
	 032831
		PETERSON #2-34		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		WASHITA		34-11N-19W		201108		 	140	  
	 013024
		PEYTON #1-1		QEP ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		01-08N-17E		201108		 	(2,932	) 
	 011744
		PFEIFFER 1-10		CONOCOPHILLIPS COMPANY		ABANDONED WELL		WYOMING		FREMONT		10-38N-90W		201108		 	(4,033	) 
	 003787
		PHEBE #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		LE FLORE		4-9N-25E		201109		 	(11,603	) 
	 011745
		PHILLIPS 1-8 NP		SM ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		8-8N-16E		201108		 	504	  
	 007121
		PICKENS #1-76		SAMSON LONE STAR, LLC		SHUT DOWN OR T&A		TEXAS		HEMPHILL		SEC 76 BLK 42 H&TC RR CO SURVE		201012		 	2,558	  
	 004551
		PIERCE, WILLIE #2		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		36-10N-20W		201108		 	1,215	  
	 038606
		PIERCY #1-21		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BECKHAM		21-12N-21W		201108		 	47	  
	 004364
		PILGRIM-WOODY #1-21		SAMSON RESOURCES COMPANY		SHUT DOWN OR T&A		OKLAHOMA		GRADY		21-4N-7W		201010		 	(984	) 
	 004064
		PINE LAKE #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		24-6N-17E		201109		 	50,878	  
	 002523
		PITTSBURG #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		20-3N-14E		201109		 	12,548	  
	 002524
		PITTSBURG #2-20 (REDRILL)		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		20-3N-14E		201109		 	134,563	  
	 032103
		PLUMMER #2-26		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		HARPER		26-26N-26W		201109		 	6,053	  
	 035253
		PLUNKETT A-1 ALT		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		24 18N 9W SW SW NW		201108		 	(227	) 
	 025741
		POOLER #1-22		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		GRADY		22-5N-8W		201108		 	9,427	  









																			
	 		 		 		 		 		 		 		PRODUCTION		NET	 
	 LEASE #
		 LEASE NAME
		 OPERATOR NAME
		 WELL STATUS
		 STATE
		 COUNTY
		 LEGAL DESCRIPTION
		 MONTH
		IMBALANCE	 
	 035332
		POPE #1		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		8 17N 9W NW NW NE		201109		 	5,583	  
	 034407
		POSTON A J A #3		WEXPRO COMPANY		SHUT DOWN OR T&A		WYOMING		SWEETWATER		22-16N-104W		201004		 	11,288	  
	 037019
		POTTER #2-20		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BECKHAM		20-12N-22W		201108		 	7,544	  
	 042937
		POTTER #4-11		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BECKHAM		11-11N-22W		201108		 	(19	) 
	 006188
		POTTER STATE #1-20		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BECKHAM		20-12N-22W		201108		 	211	  
	 006288
		POTTER, JC #1-1		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BECKHAM		1-11N-22W		201108		 	5,800	  
	 006748
		POTTER, JC 2-11		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BECKHAM		11-11N-22W		201108		 	4,059	  
	 044392
		POUND #1-11		SM ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		11-06N-11W		201108		 	(855	) 
	 039803
		POUNDS #3-17		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SECTION 17, BLK 1, I&GN SVY		201109		 	(6	) 
	 040531
		POUNDS #4-17		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SECTION 17, BLK 1, I&GN SVY		201109		 	304	  
	 006730
		POWELL 1-24		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		24-6N-13E		201109		 	22,635	  
	 022973
		PRATER #1-39		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 33 & 39 BLK M-1 H&GN SVY		201109		 	15,293	  
	 038550
		PRATER #2-10		QEP ENERGY COMPANY		PRODUCING WELL		TEXAS		HEMPHILL		SEC 10 BLK 4 AB&M RR CO SVY		201108		 	(198	) 
	 038551
		PRATER #3-10		QEP ENERGY COMPANY		PRODUCING WELL		TEXAS		HEMPHILL		SEC 10 BLK 4 AB&M RR CO SVY		201108		 	(864	) 
	 038824
		PRATER #6-10		QEP ENERGY COMPANY		PRODUCING WELL		TEXAS		HEMPHILL		SEC 10 BLK 4 AB&M RR CO SVY		201108		 	(1,388	) 
	 007501
		PRESTON #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		HARPER		21-26N-25W		201109		 	383	  
	 005037
		PRESTON #1-18		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		CUSTER		18-12N-20W		201108		 	(9,605	) 
	 034815
		PRETTY WOMAN #1-14H		CHESAPEAKE OPERATING, INC.		APO ONLY		OKLAHOMA		PITTSBURG		14-8N-15E		201004		 	673	  
	 036218
		PRETTY WOMAN #2-14H		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		PITTSBURG		14-8N-15E		201108		 	2,400	  
	 002564
		PRICE #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		ARKANSAS		FRANKLIN		36-8N-28W		201109		 	481	  
	 006693
		PUFFINBARGER #2-20		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		ROGER MILLS		20-13N-22W		201108		 	(6,423	) 
	 026522
		PULLIG #2-ALT		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		BIENVILLE		31-17N-05W		201108		 	11,066	  
	 006359
		PURVIS #1-2		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		2-12N-26W		201109		 	10,573	  
	 011766
		PURVIS 1-19		CARL E GUNGOLL EXPLORATION LLC		PRODUCING WELL		OKLAHOMA		ROGER MILLS		19-14N-23W C NE/4		201108		 	1,030	  
	 006556
		PURYEAR #1B		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 24 BLK M-1 H&GN SURVEY		201109		 	650	  
	 013581
		PURYEAR #28-4		LINN OPERATING INC		PRODUCING WELL		TEXAS		WHEELER		SEC 28 BLK A-3 H&GN SVY		201108		 	(1,213	) 
	 004491
		PYATT #1-16		SAMSON RESOURCES COMPANY		SHUT DOWN OR T&A		OKLAHOMA		ROGER MILLS		16-13N-22W		200911		 	(12,838	) 
	 030310
		QUAID UNIT B 1-32		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		LATIMER		32-6N-19E		201108		 	(93	) 
	 004866
		QUINBY #1-25		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		HARPER		25-26N-21W		201108		 	196	  
	 011768
		QUINCY #1-34		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		34-39N-91W		201108		 	16,333	  
	 012511
		QUINCY #2-34		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		34-39N-91W		201108		 	52,713	  
	 038530
		QUINTON #1-2H		QEP ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		02-07N-18E		201108		 	2,283	  
	 006378
		QUIRING #1-34		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		34-12N-14W		201108		 	713	  
	 004333
		RADFORD #1-28		FOUNDATION ENERGY MGMT LLC		PRODUCING WELL		ARKANSAS		POPE		28-8N-18W		201108		 	(768	) 
	 002590
		RAMIREZ ET AL UNIT		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		HASKELL		36-8N-22E		201109		 	962	  
	 004746
		RANDEL #1		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		22-5N-16E		201108		 	(883	) 
	 037147
		RANDLE 33-7-10 #2 STH		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		10-33N-7W		201109		 	9,932	  
	 037148
		RANDLE 33-7-10 #4		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		10-33N-7W		201109		 	22,856	  
	 039005
		RANDLE 33-7-10 #5		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		10-33N-07W NWSW		201109		 	518	  
	 038071
		RANDLE 33-7-10 #6		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		10-33-07W		201109		 	1,399	  
	 039880
		RATTLER #1-10		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		STEPHENS		NE/4 10-01N-05W		201109		 	5,207	  
	 025720
		RAY #2-31		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		GARVIN		SW/4 NW/4 SEC 31-4N-3W		201109		 	(2,771	) 
	 025719
		RAY #3-31		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		GARVIN		SW/4 NE/4 SEC 31-4N-3W		201109		 	(2,209	) 
	 023002
		RAY 2-21		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		STEPHENS		21-2N-8W		201108		 	(4,384	) 
	 044805
		RAYMO #2-30H		CONTINENTAL RESOURCES, INC.		PRODUCING WELL		NORTH DAKOTA		DIVIDE		19-161N-95W (SHL)		201108		 	1,616	  
	 004181
		READING #1		STEPHENS PRODUCTION CO.		PRODUCING WELL		OKLAHOMA		HASKELL		32-8N-21E		201108		 	(50	) 
	 033046
		RECTOR #1-20		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		20-10N-12W		201109		 	278	  
	 033687
		RED DESERT UNIT		KAISER-FRANCIS OIL COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		VARIOUS		201108		 	(1,231	) 
	 006324
		RED ROCK RANCH #1-23		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		23-12N-22W		201109		 	(48,150	) 
	 007138
		REDELSPERGER #3-957		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		LIPSCOMB		SEC 957 BLK 43 H&TC RR CO SUR		201103		 	—  	  
	 007112
		REDELSPERGER #4-958		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		LIPSCOMB		SEC 958 BLK 43 H&TC RR CO SUR		201103		 	—  	  
	 012702
		REDMOON #6-29		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		29-14N-20W		201108		 	216	  
	 012873
		REDMOON #7-29		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		29-14N-20W		201108		 	1,388	  
	 011784
		REDMOON 1-29 BG0		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		29-14N-20W		201108		 	1,867	  
	 025400
		REED #3-17		QEP ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		CUSTER		17-14N-15W		201108		 	75	  
	 004592
		REED #3-2		APACHE CORPORATION		SHUT DOWN OR T&A		TEXAS		WHEELER		SEC 2 BLK 1 B&B SVY		201010		 	4,478	  
	 003800
		REED #4-22		UNIT PETROLEUM COMPANY		PRODUCING WELL		OKLAHOMA		LE FLORE		22-7N-23E		201108		 	(132	) 
	 035059
		REED A-1		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		4-17N-9W NE SW NE		201108		 	(2,395	) 
	 035274
		REED A-3		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		4 17N 8W NW NE NE		201108		 	2,608	  
	 035288
		REED A-4		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		4 17N 8W NE NE SE		201108		 	600	  
	 035291
		REED A-5		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		4-17N-9W SE SE NW		201108		 	1,182	  
	 035311
		REED A-6 ALT		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		4-17N-9W NE SE NE		201108		 	(20	) 
	 035315
		REED A-7 ALT		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		4-17N-9W NW NW SE		201108		 	26	  
	 035057
		REED B-1		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		33-18N-9W NW SE SE		201108		 	67	  
	 035262
		REED B-2		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		33 18N 9W SW NE SE		201108		 	1,154	  
	 041040
		REED ROBERT A #1 - HOSSTON		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		04-17N-09W		201108		 	(19	) 
	 003285
		REED UNIT #1-21		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		LE FLORE		21-7N-23E		201108		 	5,171	  
	 039690
		REED, OPAL #1-18		SM ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		18-10N-26W		201108		 	(85	) 
	 003284
		REED, ROY #2-21		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		LE FLORE		21-7N-23E		201108		 	923	  
	 008424
		REED, ROY #4-21		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		LE FLORE		21-7N-23E		201108		 	(10,092	) 
	 030672
		REED, ROY #5-21		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		LE FLORE		21-7N-23E		201108		 	4,029	  
	 033176
		REED, ROY #6-21		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		LE FLORE		21-7N-23E		201108		 	(4,591	) 
	 012817
		REEVES #1-31		JMA ENERGY COMPANY, LLC-ROYALT		PRODUCING WELL		OKLAHOMA		ROGER MILLS		31-12N-23W		201108		 	7,208	  
	 012831
		REEVES 36 #1		JMA ENERGY COMPANY, LLC-ROYALT		PRODUCING WELL		OKLAHOMA		ROGER MILLS		36-12N-24W		201108		 	(129	) 
	 036722
		REID #6-9		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		ROGER MILLS		09-13N-24W		201108		 	670	  
	 006993
		REIMAN #1-22		CHACO ENERGY CO.		PRODUCING WELL		OKLAHOMA		CUSTER		22-12N-15W		201012		 	144,598	  
	 006994
		REIMAN 22B		CHESAPEAKE OPERATING, INC.		APO ONLY		OKLAHOMA		CUSTER		22-12N-15W		201006		 	17,469	  
	 006653
		REINHARD #1-8		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CUSTER		8-12N-18W		201109		 	17,749	  
	 011791
		REYNOLDS HUSSEY 1-11		MARATHON OIL COMPANY		PRODUCING WELL		OKLAHOMA		STEPHENS		11-2N-5W		201108		 	4,888	  
	 004014
		RICH #2		SAMSON RESOURCES COMPANY		PRODUCING WELL		ARKANSAS		CRAWFORD		2,11-9N-30W		201109		 	12,382	  
	 031064
		RICH #2-32 (REDFORK)		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		WOODS		32-24N-13W		201101		 	—	  
	 032907
		RICHARDSON #1-29		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BECKHAM		29-12N-21W		201108		 	1,843	  
	 011797
		RICHARDSON T A #2 SD		SAMSON RESOURCES COMPANY		PRODUCING WELL		MISSISSIPPI		MONROE		1-16S-7E		201109		 	(12,352	) 
	 011800
		RICHARDSON T A #4 SD		SAMSON RESOURCES COMPANY		PRODUCING WELL		MISSISSIPPI		MONROE		7-16S-8E		201109		 	3,638	  
	 011801
		RICHARDSON T A #6 SD		SAMSON RESOURCES COMPANY		PRODUCING WELL		MISSISSIPPI		MONROE		18-16S-8E		201109		 	(672	) 
	 011808
		RICHARDSON T A 5		SAMSON RESOURCES COMPANY		PRODUCING WELL		MISSISSIPPI		MONROE		7-16S-8E		201109		 	4,155	  
	 011809
		RICHARDSON, T A 5-2		SAMSON RESOURCES COMPANY		PRODUCING WELL		MISSISSIPPI		MONROE		7-16S-8E		201109		 	1,696	  
	 005965
		RICHARDSON-STATE #2-36		CHESAPEAKE OPERATING, INC.		SHUT DOWN OR T&A		OKLAHOMA		BLAINE		36-16N-11W		200604		 	858	  
	 008303
		RICHEY #2-18		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		GRADY		18-6N-8W		201108		 	4,670	  
	 006273
		RICHMOND #1-7		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CUSTER		7-12N-20W CNE		201109		 	4,003	  
	 007000
		RIDGEWAY		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BEAVER		9-3N-26ECM		201109		 	8,719	  
	 039311
		RINGO #10-9		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		09-09N-19W		201108		 	370	  
	 033921
		RINGO #9-9		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		9-9N-19W		201108		 	(250	) 
	 007377
		RISLEY #2-7		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 7 BLK 1 I&GN RR CO SURVEY		201109		 	(6,206	) 
	 007378
		RISLEY #3-7		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 7 BLK 1 I&GN RR CO SURVEY		201109		 	2,597	  
	 007379
		RISLEY #4-7		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 7 BLK 1 I&GN RR CO SURVEY		201109		 	(13,608	) 
	 040198
		RITCHEY 1-2		NOBLE ENERGY INC		PRODUCING WELL		KANSAS		KEARNY		32-24S-35W		201108		 	20,024	  
	 013195
		ROARK #1-5		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		ROGER MILLS		05-12N-21W		201108		 	(60	) 









																			
	 		 		 		 		 		 		 		PRODUCTION		NET	 
	 LEASE #
		 LEASE NAME
		 OPERATOR NAME
		 WELL STATUS
		 STATE
		 COUNTY
		 LEGAL DESCRIPTION
		 MONTH
		IMBALANCE	 
	 004230
		ROBBERS CAVE #1		UNIT PETROLEUM COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		18-6N-19E		201108		 	(167	) 
	 004479
		ROBBERS CAVE #2		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		18-6N-19E		201109		 	1,454	  
	 003936
		ROBERT #1-23		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		HARPER		23-26N-25W		201109		 	46	  
	 038107
		ROBERTS ET AL #3 ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		34-18N-09W		201109		 	1,008	  
	 035543
		ROBERTS ET AL 1 ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		34 18N 9W NE NW SW		201109		 	(1,036	) 
	 035562
		ROBERTS ET AL 2		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		35 18N 9W SW SW NW		201109		 	(207	) 
	 040510
		ROBERTSON #1-10		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		10-5N-9W		201109		 	5,963	  
	 040511
		ROBERTSON #2-10		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		10-5N-9W		201109		 	(7,977	) 
	 004337
		ROBERTSON UNIT #1		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		HASKELL		14-8N-21E		201108		 	(27	) 
	 003433
		ROBERTSON UNIT #2		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		HASKELL		14-8N-21E		201108		 	8,338	  
	 030785
		ROBINSON #1-18		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		18-9N-20W		201109		 	(2,572	) 
	 041849
		ROBINSON #1-8		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CUSTER		08-14N-14W		201103		 	(2	) 
	 030842
		ROBINSON #2-18		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		18-9N-20W		201109		 	(928	) 
	 031014
		ROBINSON TRUST #1-6		RANGE HOLDCO INC.		PRODUCING WELL		OKLAHOMA		WOODWARD		6-24N-18W		201108		 	(103	) 
	 040216
		ROBISON D-2		OXY USA, INC.		PRODUCING WELL		KANSAS		KEARNY		05-25S-36W		201108		 	8,129	  
	 040199
		RODERICK 1-2		NOBLE ENERGY INC		PRODUCING WELL		KANSAS		KEARNY		36-24S-36W		201108		 	19,447	  
	 005885
		ROGER #1-2		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		WASHITA		2-11N-16W		201108		 	(691	) 
	 006719
		ROGERS E. 1-259		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 259 BLK C G&MMB&A SURVEY		201109		 	72,845	  
	 030307
		ROGERS, KOLETA #1-14		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		GRADY		14-4N-8W		201108		 	36,245	  
	 002670
		ROGERS, PAUL P. #3		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		PANOLA		GEORGE WEEDIN SURVEY A-704		201109		 	(16,598	) 
	 005015
		ROHLA B UNIT		XTO ENERGY INC.		PRODUCING WELL		OKLAHOMA		MAJOR		24-20N-16W		201108		 	(18,463	) 
	 004112
		ROLF #1-9		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		HARPER		9-26N-24W		201109		 	1,531	  
	 006344
		ROLL 1-A7		UNIT PETROLEUM COMPANY		PRODUCING WELL		OKLAHOMA		CUSTER		7-13N-17W		201108		 	1,096	  
	 004155
		ROLLIN #1		KAISER-FRANCIS OIL COMPANY		PRODUCING WELL		OKLAHOMA		LE FLORE		25-8N-26E		201108		 	(11,658	) 
	 002677
		ROLLINGS #1-18		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		18-4N-15E		201108		 	7,333	  
	 030118
		ROMINE #1-28		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		28-4N-14E		201109		 	50,769	  
	 030119
		ROMINE #2-28		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		28-4N-14E		201109		 	1,554	  
	 004339
		ROSE		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		HASKELL		12-7N-20E		201109		 	20,535	  
	 005241
		ROSE #1-36		MERIT ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		BEAVER		36-4N-24ECM		201108		 	227	  
	 002682
		ROSE #2-24 (WAPANUCKA)		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		HASKELL		24-7N-19E		201109		 	617	  
	 011838
		ROSE 1-12		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		MAJOR		12-22N-12W		201109		 	(2,314	) 
	 002684
		ROSS #1-6		KAISER-FRANCIS OIL COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		6-7N-15E		201108		 	11,520	  
	 006424
		ROWLAN #1-35		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		WASHITA		35-11N-19W		201108		 	34,577	  
	 006789
		ROWLAN 1-3		SAMSON RESOURCES COMPANY		SHUT DOWN OR T&A		OKLAHOMA		WASHITA		3-11N-20W		201109		 	913	  
	 005078
		ROY #1		KAISER-FRANCIS OIL COMPANY		PRODUCING WELL		TEXAS		HEMPHILL		SEC 3 GH & H SVY		201108		 	(2,927	) 
	 041987
		RUBY LEE #1-1H		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		TEXAS		WHEELER		SEC 4 BLK 5 B&B SVY		201108		 	(1,516	) 
	 033237
		RUDMAN #10		TORCH E & P PROCESSING		PRODUCING WELL		TEXAS		PANOLA		SARAH ENGLISH SVY, A-189		201108		 	(4,195	) 
	 033229
		RUDMAN #2		TORCH E & P PROCESSING		PRODUCING WELL		TEXAS		PANOLA		SARAH ENGLISH SVY, A-189		201108		 	(3,222	) 
	 033230
		RUDMAN #3		TORCH E & P PROCESSING		PRODUCING WELL		TEXAS		PANOLA		SARAH ENGLISH SVY, A-189		201108		 	(3,482	) 
	 033231
		RUDMAN #4		TORCH E & P PROCESSING		PRODUCING WELL		TEXAS		PANOLA		SARAH ENGLISH SVY, A-189		201108		 	(2,665	) 
	 033232
		RUDMAN #5		TORCH E & P PROCESSING		PRODUCING WELL		TEXAS		PANOLA		THOMAS W. WALDEN SVY, A-698		201108		 	(2,808	) 
	 033233
		RUDMAN #6		TORCH E & P PROCESSING		PRODUCING WELL		TEXAS		PANOLA		SARAH ENGLISH SVY, A-189		201108		 	(3,506	) 
	 033234
		RUDMAN #7		TORCH E & P PROCESSING		PRODUCING WELL		TEXAS		PANOLA		SARAH ENGLISH SVY, A-189		201108		 	(4,122	) 
	 033235
		RUDMAN #8		TORCH E & P PROCESSING		PRODUCING WELL		TEXAS		PANOLA		SARAH ENGLISH SVY, A-264		201108		 	(3,964	) 
	 033236
		RUDMAN #9		TORCH E & P PROCESSING		PRODUCING WELL		TEXAS		PANOLA		SARAH ENGLISH SVY, A-189		201108		 	(4,089	) 
	 041810
		RUGER NORTH 36-32D		WESCO OPERATING INC.		PRODUCING WELL		WYOMING		SWEETWATER		32-15N-94W		201108		 	(11	) 
	 041811
		RUGER UNIT 24-32		WESCO OPERATING INC.		PRODUCING WELL		WYOMING		SWEETWATER		32-15N-94W		201108		 	(10,106	) 
	 004111
		RUMSEY #2-26		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		MAJOR		26-21N-16W		201108		 	58,972	  
	 026600
		RUTH ANN #1-14		SEDNA ENERGY INC.		PRODUCING WELL		OKLAHOMA		HASKELL		14-08N-20E		201108		 	1,563	  
	 037164
		S. UTE 33-9 #36-1		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		36-33N-9W		201109		 	2	  
	 040200
		SALYER 1-2		NOBLE ENERGY INC		PRODUCING WELL		KANSAS		KEARNY		33-23S-37W		201108		 	34,349	  
	 004047
		SAMS #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		22-5N-17E		201109		 	(6,076	) 
	 036542
		SAND CREEK #1-11		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CADDO		SE/4 SEC 11-10N-13W		201108		 	2,380	  
	 004225
		SANDERS #1-17		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		CUSTER		17-12N-20W		201108		 	516	  
	 011852
		SANFORD #1-27 NP		NADEL & GUSSMAN OPERATING		ABANDONED WELL		OKLAHOMA		ELLIS		27-18N-25W		200104		 	(14,197	) 
	 012676
		SANFORD #2-27		NADEL & GUSSMAN OPERATING		SHUT DOWN OR T&A		OKLAHOMA		ELLIS		27-18N-25W		201002		 	1,021	  
	 006439
		SANVE #1-15		NEWFIELD EXPLORATION MID CONT		PRODUCING WELL		OKLAHOMA		ROGER MILLS		15-12N-24W		201108		 	(22,822	) 
	 010588
		SASSEEN #14-9		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		09-09N-19W		201108		 	1,014	  
	 006034
		SAUER #2-23		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CUSTER		23-12N-15W		201109		 	19,099	  
	 040201
		SAUER 1-2		NOBLE ENERGY INC		PRODUCING WELL		KANSAS		KEARNY		27-23S-37W		201108		 	468	  
	 040202
		SAUER B-2		NOBLE ENERGY INC		PRODUCING WELL		KANSAS		KEARNY		15-23S-37W		201108		 	84,608	  
	 037587
		SAVAGE #11-1		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		01-14N-22W		201108		 	2,592	  
	 005952
		SAVAGE #3-1		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		1-14N-22W		201108		 	63	  
	 031206
		SCHAPANSKY #1-32		LINN OPERATING INC		PRODUCING WELL		OKLAHOMA		CUSTER		32-13N-16W		201108		 	(6,812	) 
	 030880
		SCHARFF #1-1		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		01-05N-19E		201108		 	1,069	  
	 041651
		SCHARFF #3X		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		01-05N-19E		201108		 	(50	) 
	 041652
		SCHARFF #4		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		01-05N-19E		201108		 	(1	) 
	 041653
		SCHARFF #5		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		01-05N-19E		201108		 	77	  
	 041508
		SCHARFF #6		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		01-05N-19E		201108		 	77	  
	 040747
		SCHARFF #7		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		01-05N-19E		201108		 	27	  
	 042895
		SCHARFF #9 (LWR ATOKA/CECIL)		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		01-05N-19E		201108		 	1,747	  
	 003994
		SCHERER B #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		34-4N-15E		201109		 	21,444	  
	 034580
		SCHERER B #3		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		34-4N-15E		201109		 	2,766	  
	 002725
		SCHMIDT #1		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		CADDO		15-5N-11W		201108		 	99,853	  
	 033389
		SCHOU #2-2		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		ROGER MILLS		02-12N-23W		201108		 	(89	) 
	 033294
		SCHOU #4-3		NEWFIELD EXPLORATION MID CONT		PRODUCING WELL		OKLAHOMA		ROGER MILLS		3-12N-23W		201108		 	2,301	  
	 026201
		SCHOU #6-3		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		ROGER MILLS		03-12N-23W		201108		 	790	  
	 023136
		SCHROCK #3		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CUSTER		9-14N-14W		201109		 	(7,168	) 
	 007645
		SCHULTZ #3-976		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		LIPSCOMB		SEC 976 BLK 43 H&TC RR CO SUR		201103		 	1	  
	 007133
		SCHULTZ D #2-889		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		LIPSCOMB		SEC 889 BLK 43 H&TC RR CO SUR		201109		 	(118	) 
	 033331
		SCHULTZ D #3-889		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		LIPSCOMB		SEC 889, BLK 43, H&TC SVY		201109		 	458	  
	 007136
		SCHULTZ E #2-870		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		LIPSCOMB		SEC 870 BLK 43 H&TC RR CO SUR		201103		 	—  	  
	 008709
		SCHULTZ E #4-870		EOG RESOURCES, INC.		PRODUCING WELL		TEXAS		LIPSCOMB		SEC 870 BLK 43 H&TC SURVEY		201108		 	(194	) 
	 007016
		SCHULTZ HERMAN #1		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		LIPSCOMB		SEC 1048 BLK 43 H&TC RR CO SUR		201103		 	—  	  
	 007131
		SCHULTZ HERMAN #2-1048		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		LIPSCOMB		SEC 1048 BLK 43 H&TC RR CO SUR		201109		 	6,819	  
	 003292
		SCHWEGMAN #1-33		BP AMERICA PRODUCTION COMPANY		ABANDONED WELL		OKLAHOMA		LATIMER		33-7N-19E		200905		 	(1,976	) 
	 006310
		SCHWEN #14-1		KAISER-FRANCIS OIL COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		14-5N-11W		201108		 	(4,298	) 
	 003937
		SCOTT M #1		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		OKLAHOMA		PITTSBURG		31-4N-16E		201108		 	5,428	  
	 030121
		SCOTT M #2-31		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		OKLAHOMA		PITTSBURG		31-4N-16E		201108		 	(10,907	) 
	 011861
		SCOTT PAPER 1 SD		SAMSON RESOURCES COMPANY		PRODUCING WELL		MISSISSIPPI		MONROE		1-16S-7E		201105		 	(4,517	) 
	 011863
		SCOTT TURNER SD		SAMSON RESOURCES COMPANY		PRODUCING WELL		MISSISSIPPI		MONROE		1-16S-7E		201109		 	(165	) 
	 002752
		SCOTT, DON #1-29		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		OKLAHOMA		PITTSBURG		29-3N-14E		201108		 	(185	) 
	 005137
		SCOTT, DON #2-29 (CROMWELL)		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		29-3N-14E		201109		 	(21	) 
	 005156
		SCOTT, DON #2-29 (WAPANUCKA)		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		29-3N-14E		201109		 	29,629	  
	 002755
		SCOTT, JANE #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		ARKANSAS		LOGAN		18-8N-25W		201109		 	(23	) 
	 004830
		SCOTT, LEE #3-31		ELAND ENERGY, INC.		PRODUCING WELL		OKLAHOMA		PITTSBURG		31-3N-14E		201108		 	(5,827	) 
	 042874
		SEA HORSE #1-5		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		DEWEY		05-16N-18W		201109		 	7,568	  
	 035117
		SEAMSTER HEIRS 1 ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		35 18N 9W SE NE NW		201109		 	7,635	  









																			
	 		 		 		 		 		 		 		PRODUCTION		NET	 
	 LEASE #
		 LEASE NAME
		 OPERATOR NAME
		 WELL STATUS
		 STATE
		 COUNTY
		 LEGAL DESCRIPTION
		 MONTH
		IMBALANCE	 
	 030045
		SEAY, W.H. #31-1		SAMSON RESOURCES COMPANY		ABANDONED WELL		ALABAMA		LAMAR		31-16S-15W		200705		 	291	  
	 011869
		SELF 11-1 SD		SAMSON RESOURCES COMPANY		PRODUCING WELL		MISSISSIPPI		MONROE		11-16S-19W		201109		 	3,031	  
	 011873
		SELF 11-2 SD		SAMSON RESOURCES COMPANY		PRODUCING WELL		MISSISSIPPI		MONROE		11-16S-19W		201109		 	937	  
	 011878
		SELF 12-1 SD		SAMSON RESOURCES COMPANY		PRODUCING WELL		MISSISSIPPI		MONROE		12-16S-19W		201109		 	3,426	  
	 023174
		SELMAN #1-31		SAMSON RESOURCES COMPANY		SHUT DOWN OR T&A		OKLAHOMA		WOODWARD		31-26N-19W		201012		 	10,250	  
	 034850
		SEMMEL, EARL #1-13		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		BEAVER		13-4N-24ECM		201108		 	(151	) 
	 036421
		SHARUM #1A-30		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		BECKHAM		SEC 19,20,29&30-10N-24W		201108		 	(16,568	) 
	 039103
		SHAW #3-16		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		16-12N-24W		201109		 	2,585	  
	 040203
		SHELL 1-2		NOBLE ENERGY INC		PRODUCING WELL		KANSAS		KEARNY		26-24S-37W		201105		 	2,350	  
	 038391
		SHELTON #1-29		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		29-10N-20W		201108		 	2,321	  
	 013012
		SHELTON #3-7		QEP ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		HASKELL		07-08N-18E		201108		 	1,648	  
	 030322
		SHELTON STATE #1-12		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		12-13N-22W		201108		 	5,865	  
	 006278
		SHOCKEY #1-25		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		GRADY		25-8N-6W CNE		201109		 	107	  
	 033614
		SHOCKEY #4-25		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		GRADY		25-8N-6W		201109		 	256	  
	 006786
		SHOCKEY 2-25		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		GRADY		25-8N-6W		201109		 	11,191	  
	 033256
		SHOCKEY 3-25		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		GRADY		25-8N-6W		201109		 	1,896	  
	 007502
		SHUMAN A-1		SHERIDAN PRODUCTION CO LLC		PRODUCING WELL		OKLAHOMA		HARPER		21-26N-25W		201108		 	184	  
	 033154
		SIBERIA RIDGE #11-26		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		WYOMING		SWEETWATER		26-22N-94W		201108		 	38	  
	 033152
		SIBERIA RIDGE #2-26		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		WYOMING		SWEETWATER		26-22N-94W		201108		 	(217	) 
	 033149
		SIBERIA RIDGE #3-24A		SAMSON RESOURCES COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		24-22N-94W		201109		 	1,221	  
	 033145
		SIBERIA RIDGE #4-22		SAMSON RESOURCES COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		22-22N-94W		201109		 	6,255	  
	 033153
		SIBERIA RIDGE #9-26		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		WYOMING		SWEETWATER		26-22N-94W		201108		 	(277	) 
	 036153
		SIBERIA RIDGE FED #8-22		SAMSON RESOURCES COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		22-22N-94W		201109		 	10,545	  
	 036963
		SIBERIA RIDGE FED #9-22N		SAMSON RESOURCES COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		22-22N-94W		201109		 	74	  
	 037717
		SIBERIA RIDGE FEDERAL #11-22		SAMSON RESOURCES COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		22-22N-94W		201109		 	4,420	  
	 033151
		SIBERIA RIDGE FEDERAL #5-26		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		WYOMING		SWEETWATER		26-22N-94W		201108		 	(875	) 
	 036205
		SIBERIA RIDGE S FED #6-34		SAMSON RESOURCES COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		34-21N-94W		201109		 	6,334	  
	 002812
		SILVER BULLETT #1-11		WHITMAR OPERATING COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		11-4N-17E		201108		 	140	  
	 043107
		SILVERS TRUST #1-8		SM ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		08-06N-11W		201108		 	1,850	  
	 006559
		SIMMERMAN #1-16 (SIDETRACK)		SAMSON RESOURCES COMPANY		ABANDONED WELL		OKLAHOMA		BECKHAM		16-10N-21W		200906		 	437	  
	 006260
		SIMMONS #1-29		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		29-12N-22W 132		201109		 	110,290	  
	 006189
		SIMMONS #1-A		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		ROGER MILLS		17-12N-22W		201108		 	(7,270	) 
	 005126
		SIMMONS #2-29		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		29-12N-22W		201109		 	92,646	  
	 006722
		SIMMONS 2-31		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BECKHAM		31-12N-22W		201108		 	157	  
	 006709
		SIMMONS,JR 1-36		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		36-12N-23W		201109		 	2,300	  
	 035050
		SIMS 1 (KELLEY)		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		3 17N 9W SE NW NE		201109		 	1,320	  
	 035090
		SIMS 2 ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		3 17N 9W SE NE SW		201109		 	17,722	  
	 040204
		SINGLETON 1-2		NOBLE ENERGY INC		PRODUCING WELL		KANSAS		KEARNY		30-24S-35W		201108		 	4,807	  
	 003558
		SISCO #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		31-3N-14E		201109		 	39,487	  
	 008761
		SIX MILE CREEK #1-6		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CANADIAN		6-11N-7W     SE/4		201109		 	3,327	  
	 031170
		SLATTEN #1-13		SAMSON RESOURCES COMPANY		SHUT DOWN OR T&A		OKLAHOMA		WASHITA		13-9N-18W		201006		 	1,741	  
	 004173
		SLAUGHTER #1		MARATHON OIL COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		1-4N-16E		201107		 	4,384	  
	 004372
		SLAUGHTER #1-2		MARATHON OIL COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		1-4N-16E		201107		 	(9,251	) 
	 030853
		SLAUGHTER #3		MARATHON OIL COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		1-4N-16E		201107		 	2,236	  
	 030974
		SLAUGHTER #5		MARATHON OIL COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		1-4N-16E		201108		 	(2,252	) 
	 003882
		SMALLWOOD #1-10		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		10-4N-16E		201108		 	1,612	  
	 003959
		SMALLWOOD #2-10		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		10-4N-16E		201108		 	17,110	  
	 030960
		SMALLWOOD #4A		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		10-4N-16E		201108		 	(1,655	) 
	 033618
		SMALLWOOD #5-10		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		10-4N-16E		201108		 	(3,891	) 
	 007108
		SMALTS, RAYMOND #1-22		SAMSON RESOURCES COMPANY		SHUT DOWN OR T&A		OKLAHOMA		CIMARRON		22-2N-9ECM		200701		 	199	  
	 031160
		SMILEY #2-18 (CHESTER)		XTO ENERGY INC.		PRODUCING WELL		OKLAHOMA		MAJOR		18-21N-13W		201108		 	(50	) 
	 032102
		SMILEY #2-18(INOLA/MANNG/MISS)		XTO ENERGY INC.		PRODUCING WELL		OKLAHOMA		MAJOR		18-21N-13W		201108		 	133	  
	 002827
		SMITH #1		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		5-13N-24W		201108		 	122,550	  
	 036605
		SMITH #1		EL PASO E&P COMPANY LP		SHUT DOWN OR T&A		LOUISIANA		DESOTO		13-14N-14W		200607		 	(4,245	) 
	 006464
		SMITH #1-22		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		22-11N-14W		201109		 	6,978	  
	 026475
		SMITH #1H-28		NEWFIELD EXPLORATION MID CONT		PRODUCING WELL		OKLAHOMA		HUGHES		28-04N-11E		201108		 	(48	) 
	 012850
		SMITH #3-30		ZENERGY, INC		PRODUCING WELL		OKLAHOMA		CUSTER		NE NW SEC 30-14N-20W		201108		 	434	  
	 036183
		SMITH #3-5		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		ROGER MILLS		5-13N-24W		201108		 	(66	) 
	 033028
		SMITH #3-6		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CANADIAN		6-11N-7W		201109		 	3,692	  
	 012851
		SMITH #4-30		ZENERGY, INC		PRODUCING WELL		OKLAHOMA		CUSTER		SW SW SEC 30-14N-20W		201108		 	2,457	  
	 036779
		SMITH #4-5		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		ROGER MILLS		05-13N-24W		201108		 	2,363	  
	 033355
		SMITH #4-6		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CANADIAN		6-11N-7W		201109		 	3,719	  
	 039500
		SMITH #6-5		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		05-13N-24W		201108		 	(13,695	) 
	 012839
		SMITH B #3-21		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		CUSTER		21-14N-20W		201108		 	(162	) 
	 035237
		SMITH G-1 (SONAT)		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		18 18N 8W NE SE SW		201108		 	54	  
	 007592
		SMITH MARY O #1		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		TEXAS		HANSFORD		SEC 16 BLK 2 SA&MG RR CO SURVE		201108		 	(6,753	) 
	 023254
		SMITH THOMAS		APACHE CORPORATION		SHUT DOWN OR T&A		OKLAHOMA		GRADY		23-7N-7W		201108		 	(21,505	) 
	 007665
		SMITH UNIT #2-23		QEP ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		BLAINE		23-19N-12W		201108		 	672	  
	 036890
		SMITH, EFFIE B #5 ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		08-17N-09W		201109		 	9,799	  
	 036891
		SMITH, EFFIE B #6 ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		08-17N-09W		201109		 	2,203	  
	 039039
		SMITH, EFFIE B #7 ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		08-17N-09W		201109		 	2,395	  
	 035069
		SMITH, EFFIE B-1		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		8 17N 9W SW NE NE		201109		 	15,405	  
	 035252
		SMITH, EFFIE B-2		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		8 17N 9W NE NE NE		201109		 	12,155	  
	 035206
		SMITH, EFFIE B-3		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		8 17N 9W SE SE SE		201109		 	1,698	  
	 036110
		SMITH, EFFIE B-4 ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		8-17N-9W		201109		 	9,835	  
	 006393
		SMITH, J JOE #1-16		SM ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		CUSTER		16-12N-17W		201108		 	(2,798	) 
	 035300
		SMITH, P V A-1		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		26 18N 9W SW NE NW		201108		 	(711	) 
	 002839
		SMITH, ROSE		LATIGO OIL & GAS INC		PRODUCING WELL		OKLAHOMA		BEAVER		33-5N-26ECM		201108		 	713	  
	 003290
		SNOW #1-3		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		HASKELL		3-7N-19E		201109		 	29,301	  
	 037182
		SO. UTE 32-8 #3-4 [DK]		SOUTHERN UTE INDIAN TRIBE		PRODUCING WELL		COLORADO		LA PLATA		03-32N-8W		201108		 	(7,748	) 
	 037183
		SO. UTE 32-8 #5-7 [DK]		SOUTHERN UTE INDIAN TRIBE		PRODUCING WELL		COLORADO		LA PLATA		05-32N-8W		201108		 	(5,207	) 
	 030652
		SONIAT #1-6		KAISER-FRANCIS OIL COMPANY		PRODUCING WELL		LOUISIANA		CADDO		6-16N-16W		201108		 	12	  
	 040090
		SONNY #2-17		SM ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		17-10N-26W		201108		 	(64	) 
	 042098
		SONNY #3-17		SM ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		17-10N-26W		201108		 	195	  
	 006997
		SOONER #1-35		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		BECKHAM		35-10N-26W		201108		 	1,274	  
	 004478
		SOONER #1-19		WARD PETROLEUM CORP		PRODUCING WELL		OKLAHOMA		BLAINE		19-13N-12W		201108		 	4,702	  
	 005835
		SORRELS C #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		17-3N-13E		201109		 	(1,570	) 
	 006154
		SOUTH #1-8		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		DEWEY		8-16N-20W		201109		 	(67	) 
	 039602
		SOUTH #2-8		SAMSON RESOURCES COMPANY		SHUT DOWN OR T&A		OKLAHOMA		DEWEY		08-16N-20W		200805		 	1,151	  
	 034396
		SOUTH BAXTER UNIT #15		WEXPRO COMPANY		SHUT DOWN OR T&A		WYOMING		SWEETWATER		16-16N-104W		201004		 	(2,328	) 
	 034410
		SOUTH BAXTER UNIT #17		WEXPRO COMPANY		SHUT DOWN OR T&A		WYOMING		SWEETWATER		3-16N-104W		201004		 	(59,594	) 
	 034411
		SOUTH BAXTER UNIT #19		WEXPRO COMPANY		SHUT DOWN OR T&A		WYOMING		SWEETWATER		9-16N-104W		201004		 	(3,503	) 
	 034412
		SOUTH BAXTER UNIT #2		WEXPRO COMPANY		SHUT DOWN OR T&A		WYOMING		SWEETWATER		29-16N-104W		201003		 	1,988	  
	 034413
		SOUTH BAXTER UNIT #21		WEXPRO COMPANY		SHUT DOWN OR T&A		WYOMING		SWEETWATER		15-16N-104W		201004		 	2,963	  
	 034562
		SOUTH BAXTER UNIT #22		WEXPRO COMPANY		SHUT DOWN OR T&A		WYOMING		SWEETWATER		SEC 5 & 6-15N-104W		201004		 	(18,977	) 
	 035012
		SOUTH BAXTER UNIT #24		WEXPRO COMPANY		SHUT DOWN OR T&A		WYOMING		SWEETWATER		5-15N-104W		201012		 	(11,183	) 
	 036185
		SOUTH BAXTER UNIT #26		WEXPRO COMPANY		SHUT DOWN OR T&A		WYOMING		SWEETWATER		NW NE SEC 33-16N-104W		201004		 	66,384	  
	 034414
		SOUTH BAXTER UNIT #6		WEXPRO COMPANY		SHUT DOWN OR T&A		WYOMING		SWEETWATER		10-16N-104W		201004		 	6,895	  









																			
	 		 		 		 		 		 		 		PRODUCTION		NET	 
	 LEASE #
		 LEASE NAME
		 OPERATOR NAME
		 WELL STATUS
		 STATE
		 COUNTY
		 LEGAL DESCRIPTION
		 MONTH
		IMBALANCE	 
	 034415
		SOUTH BAXTER UNIT #8		WEXPRO COMPANY		SHUT DOWN OR T&A		WYOMING		SWEETWATER		10-16N-104W		201102		 	(16,014	) 
	 034397
		SOUTH BAXTER UNIT 1SR		WEXPRO COMPANY		SHUT DOWN OR T&A		WYOMING		SWEETWATER		21-16N-104W		201004		 	(3,849	) 
	 037185
		SOUTHERN UTE #15-16 (MV)		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		16-32N-7W		201109		 	(1,633	) 
	 037187
		SOUTHERN UTE #2 (MV)		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		16-32N-7W		201109		 	(13,026	) 
	 037189
		SOUTHERN UTE #3 (MV)		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		15-32N-7W		201109		 	19,784	  
	 037192
		SOUTHERN UTE #6 (MV)		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		16-32N-7W		201109		 	3,560	  
	 037193
		SOUTHERN UTE #7 (MV)		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		21-32N-7W		201109		 	(27,728	) 
	 037194
		SOUTHERN UTE #701		CONOCOPHILLIPS COMPANY		PRODUCING WELL		COLORADO		LA PLATA		14-32N-7W		201108		 	14,191	  
	 037195
		SOUTHERN UTE #702		CONOCOPHILLIPS COMPANY		PRODUCING WELL		COLORADO		LA PLATA		15-32N-7W		201108		 	3,351	  
	 037196
		SOUTHERN UTE #8		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		21-32N-7W		201109		 	(5,290	) 
	 044304
		SOUTHERN UTE #8E (FC)		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		21-32N-07W		201109		 	13,344	  
	 037198
		SOUTHERN UTE 11 (MV)		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		20-32N-7W		201109		 	(23,814	) 
	 037200
		SOUTHERN UTE 16-15 (MV)		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		15-32N-7W		201109		 	(4,810	) 
	 037203
		SOUTHERN UTE 2E (MV)		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		16-32N-7W		201109		 	(18,427	) 
	 039783
		SOUTHERN UTE 33-9 #20-2		CONOCOPHILLIPS COMPANY		PRODUCING WELL		COLORADO		LA PLATA		20-33N-09W		201108		 	1,686	  
	 039784
		SOUTHERN UTE 33-9 #20-4		CONOCOPHILLIPS COMPANY		PRODUCING WELL		COLORADO		LA PLATA		20-33N-09W		201108		 	(15,620	) 
	 037214
		SOUTHERN UTE GOVT #1 [DK]		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		26-33N-9W		201109		 	945	  
	 038722
		SPARKS #3-11		WHITMAR EXPLORATION COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		11-04N-17E		201108		 	(125	) 
	 037687
		SPARKY #1-9		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		09-09N-21W		201109		 	44	  
	 030372
		SPEAR #1		DNU-HUNT PETROLEUM CORPORATION		SHUT DOWN OR T&A		TEXAS		GREGG		JAMES F DIXON SVY A-57		200605		 	—  	  
	 005338
		SPEAR #3-18		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CANADIAN		18-13N-9W		201108		 	46,484	  
	 039326
		SPRADLIN FARMS #8A-20		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		20-10N-20W		201108		 	(1,271	) 
	 012503
		SPRATT #1-4		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		4-38N-90W		201108		 	77,417	  
	 012706
		SPRATT #2-3		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		3-38N-90W		201108		 	6,809	  
	 012508
		SPRATT #2-4		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		4-38N-90W		201108		 	(186,814	) 
	 034633
		SPROWLS #1-32		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		ROGER MILLS		32-13N-22W		201108		 	118	  
	 005428
		SPROWLS #2-5		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		ROGER MILLS		5-12N-23W		201108		 	(4,216	) 
	 008631
		SPURGEON 1-34		JEC OPERATING, LLC		PRODUCING WELL		OKLAHOMA		BEAVER		34-6N-27ECM		201108		 	9,478	  
	 006187
		SPURLIN UNIT #1-23		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		23-14N-26W		201109		 	2,898	  
	 036257
		STALEY 1-29		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		BECKHAM		29-10N-24W		201108		 	3,580	  
	 006039
		STALEY-HOWERTON #1-8		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		8-10N-12W		201109		 	50,104	  
	 003686
		STANDIFORD #1-17		KAISER-FRANCIS OIL COMPANY		PRODUCING WELL		OKLAHOMA		LE FLORE		17-9N-26E		201108		 	4,195	  
	 005639
		STANDRIDGE #2		SEECO, INC		PRODUCING WELL		ARKANSAS		FRANKLIN		18,19, 30-10N-26W		201108		 	435	  
	 006047
		STANGL #2-23		LINN OPERATING INC		PRODUCING WELL		OKLAHOMA		KINGFISHER		23-15N-9W		201108		 	7,465	  
	 034675
		STANGL #3-23		LINN OPERATING INC		PRODUCING WELL		OKLAHOMA		KINGFISHER		23-15N-9W		201108		 	238	  
	 006615
		STATE #1-11		SAMSON RESOURCES COMPANY		ABANDONED WELL		OKLAHOMA		ELLIS		11-18N-26W		201001		 	1,094	  
	 006617
		STATE #1-12		SAMSON RESOURCES COMPANY		SHUT DOWN OR T&A		OKLAHOMA		ELLIS		12-18N-26W		201006		 	873	  
	 006183
		STATE #1-32		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		ROGER MILLS		32-13N-22W   ALL		201108		 	(13,270	) 
	 024010
		STATE #13-D		RICKS EXPLORATION COMPANY		ABANDONED WELL		OKLAHOMA		CADDO		13-6N-9W		200103		 	(8,748	) 
	 039825
		STATE #2-12		SAMSON RESOURCES COMPANY		SHUT DOWN OR T&A		OKLAHOMA		ELLIS		12-18N-26W		201008		 	1,266	  
	 005094
		STATE #2-33		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		WOODWARD		33-23N-17W		201109		 	1,500	  
	 007873
		STATE 1A-10		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		ROGER MILLS		10-13N-24W		201108		 	(3,238	) 
	 006734
		STATE 2-11		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ELLIS		11-18N-26W		201109		 	14	  
	 034205
		STATE 3-32		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		32-13N-22W		201109		 	308	  
	 034416
		STATE LAND #1 (10-17-104)		WEXPRO COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		10-17N-104W		201108		 	36,148	  
	 002888
		STATE OF OKLAHOMA #2-16		WAGNER & BROWN LTD.		ABANDONED WELL		OKLAHOMA		ROGER MILLS		16-14N-26W		201010		 	(492	) 
	 006210
		STEARNS #2		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CUSTER		11-14N-14W   ALL		201109		 	(61,654	) 
	 006209
		STEARNS #3		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CUSTER		11-14N-14W   ALL		201109		 	(8,663	) 
	 006211
		STEARNS #4		SAMSON RESOURCES COMPANY		SHUT DOWN OR T&A		OKLAHOMA		CUSTER		11-14N-14W   ALL		200512		 	(4,906	) 
	 030053
		STEELE #36-10 #1-A		SAMSON RESOURCES COMPANY		PRODUCING WELL		MISSISSIPPI		CLAY		36-15S-4E		201109		 	728	  
	 006566
		STEELE-YOUNG #2-2		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 2 B&B SURVEY		201109		 	1,089	  
	 003623
		STEGMAIER #1-34		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		WOODWARD		34-20N-21W		201109		 	(17,283	) 
	 032975
		STEGMAIER #2-34		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ELLIS		34-20N-21W		201109		 	2,364	  
	 045141
		STEIN #1-3H		LINN OPERATING INC		PRODUCING WELL		TEXAS		WHEELER		SEC 1 C&M SVY, A-412		201108		 	(16,484	) 
	 034767
		STEINER #2-19		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		OKLAHOMA		CUSTER		19-13N-14W		201108		 	(110	) 
	 011978
		STEINLE RANCH UN TE		MATRIX PRODUCTION COMPANY		PRODUCING WELL		WYOMING		CONVERSE		31-39N-69W		201108		 	1,309	  
	 005811
		STEPHENS #1-26		SM ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		26-11N-19W		201108		 	(19,474	) 
	 005812
		STEPHENS #2-26		SM ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		26-11N-19W		201108		 	(7,043	) 
	 031182
		STEVENS #1-11		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CARTER		11-3S-1E		201108		 	(49	) 
	 006370
		STEVENS #1-7		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		7-10N-12W		201109		 	(86	) 
	 037818
		STEVENS #4-26		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		26-04N-15E		201109		 	1,053	  
	 038714
		STEVENS #5-26		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		26-04N-15E		201109		 	(4	) 
	 011981
		STEVENS 1-17 BG2		SAMSON RESOURCES COMPANY		SHUT DOWN OR T&A		OKLAHOMA		CADDO		17-10N-12W		200603		 	(1,960	) 
	 030123
		STEVENS F #2-26		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		26-4N-15E		201109		 	19,749	  
	 004666
		STEWART #1-34		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		WOODS		34-24N-13W		201109		 	6,950	  
	 035266
		STEWART 10-1 ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		10 17N 9W SW SW NW		201109		 	63,805	  
	 035620
		STEWART 35 #2		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		35 18N 9W SE SE NW		201109		 	14,849	  
	 037638
		STEWART 35 #3-ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		35-18N-09W		201109		 	2,179	  
	 035293
		STEWART 35-1		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		35 18N 9W NW SW NW		201109		 	6,247	  
	 036878
		STEWART 9 #1 ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		09-17N-09W		201109		 	2,806	  
	 007897
		STIDHAM RANCH 2-18		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		DEWEY		18-17N-16W		201109		 	4,011	  
	 041633
		STILES 68 #11-68		APACHE CORPORATION		PRODUCING WELL		TEXAS		WHEELER		SEC 68 BLK A-7 H&GN SVY		201108		 	(66	) 
	 040097
		STILES 68 #12-68		APACHE CORPORATION		PRODUCING WELL		TEXAS		WHEELER		SEC 68 BLK A-7 H&GN SVY		201108		 	4	  
	 041066
		STILES 68 #13-68		APACHE CORPORATION		PRODUCING WELL		TEXAS		WHEELER		SEC 68 BLK A-7 H&GN SVY		201108		 	62	  
	 042419
		STILES 68 #15-68		APACHE CORPORATION		PRODUCING WELL		TEXAS		WHEELER		SEC 68 BLK A-7 H&GN SVY		201108		 	696	  
	 034990
		STILES 68 #1-68		APACHE CORPORATION		PRODUCING WELL		TEXAS		WHEELER		SEC 68, BLK A-7, H&GN		201107		 	167	  
	 036343
		STILES 68 #3-68 (APACHE)		APACHE CORPORATION		PRODUCING WELL		TEXAS		WHEELER		SEC 68 BLK A-7 H&GN SVY		201108		 	925	  
	 037304
		STILES 68 #4-68		APACHE CORPORATION		PRODUCING WELL		TEXAS		WHEELER		SEC 68 BLK A-7 H&GN SVY		201108		 	(284	) 
	 005886
		STILES 68 #8-68		APACHE CORPORATION		PRODUCING WELL		TEXAS		WHEELER		SEC 68 BLK A-7 H&GN SURVEY		201108		 	789	  
	 036272
		STILES 68 #9-68		APACHE CORPORATION		PRODUCING WELL		TEXAS		WHEELER		SEC 68 BLK A-7 H&GN SVY		201108		 	94	  
	 044538
		STILES 68 SL #16-68H		APACHE CORPORATION		PRODUCING WELL		TEXAS		WHEELER		SEC 68 BLK A-7 H&GN SVY		201108		 	18,495	  
	 044539
		STILES 68 SL #18-68H		APACHE CORPORATION		PRODUCING WELL		TEXAS		WHEELER		SEC 68 BLK A-7 H&GN SVY		201108		 	743	  
	 007062
		STINSON M A #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		HARPER		2-27N-25W		201109		 	56,129	  
	 033647
		STONE #1-13		LR ENERGY INC		PRODUCING WELL		OKLAHOMA		HASKELL		13-7N-19E		201107		 	(211	) 
	 040144
		STONE 1- 2		NOBLE ENERGY INC		PRODUCING WELL		KANSAS		FINNEY		09-24S-34W		201108		 	628	  
	 006155
		STOUT #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		DEWEY		4-16N-20W NE/4		201109		 	35,307	  
	 006433
		STOUT #2-4		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		DEWEY		4-16N-20W SW/4		201109		 	21,708	  
	 004957
		STOWE #1-9		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		CADDO		9-6N-9W		201108		 	(21,553	) 
	 034577
		STOWE #2-9		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		CADDO		9-6N-9W		201108		 	210	  
	 030125
		STRANGE #1-29		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		OKLAHOMA		PITTSBURG		29-4N-16E		201108		 	13,634	  
	 006621
		STRATTON FARMS #1-5		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CUSTER		5-12N-18W		201109		 	731	  
	 011990
		STRAWN 1-25		SAMSON RESOURCES COMPANY		ABANDONED WELL		WOODS		OKLAHOMA		25-27N-17W		201010		 	7,030	  
	 036038
		STRAY CAT #1-14		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CADDO		14-10N-13W		201108		 	1,948	  
	 006626
		STRECKER #1		BARBOUR ENERGY CORP		PRODUCING WELL		OKLAHOMA		MAJOR		18-20N-15W		201108		 	(344	) 
	 004117
		STREET UNIT #1		SHERIDAN PRODUCTION CO LLC		PRODUCING WELL		OKLAHOMA		HARPER		18-27N-24W		201108		 	(1,498	) 
	 044653
		STRID #1-26H		CONTINENTAL RESOURCES, INC.		PRODUCING WELL		NORTH DAKOTA		WILLIAMS		SEC 26 & 35-159N-95W		201108		 	10,461	  
	 002921
		STROEHMER		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		17-3N-14E		201109		 	12,376	  
	 030953
		STURGEON #2		CORY, KENNETH W.		PRODUCING WELL		OKLAHOMA		HARPER		2-26N-25W		201108		 	(1,054	) 









																			
	 		 		 		 		 		 		 		PRODUCTION		NET	 
	 LEASE #
		 LEASE NAME
		 OPERATOR NAME
		 WELL STATUS
		 STATE
		 COUNTY
		 LEGAL DESCRIPTION
		 MONTH
		IMBALANCE	 
	 032104
		STURGEON #3-2		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		HARPER		2-26N-25W		201109		 	1,609	  
	 004960
		STURGEON, W.M. #1-2		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		HARPER		2-26N-25W		201109		 	13,782	  
	 006999
		SUDERMAN #1-15		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		WASHITA		15-11N-15W		201108		 	98	  
	 008590
		SULLIVAN #1-10		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		CADDO		10-6N-9W		201108		 	(36,089	) 
	 002929
		SULLIVAN #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		28-3N-14E		201109		 	(1,032	) 
	 039265
		SUMMER #1-31		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		31-14N-24W		201109		 	363	  
	 026683
		SUMMERS #7H-27		NEWFIELD EXPLORATION MID CONT		PRODUCING WELL		OKLAHOMA		HUGHES		27-04N-11E		201108		 	(4,694	) 
	 030455
		SUMPTER # 1-10		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 10,BLK Z-1 H & W SVY		201109		 	23,332	  
	 030730
		SUMPTER #2-10		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC. 10, BLK Z-1, H&W SVY		201109		 	1,969	  
	 031623
		SUMPTER #3-10		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC. 10, BLK Z1, H&W SVY		201109		 	455	  
	 003772
		SUNFLOWER #1-35		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		35-6N-18E		201104		 	3	  
	 045129
		SUNSHINE GU 1 #1H		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		NACOGDOCHES		JOSE ANTONIO CHIRINO SVY,A-17		201109		 	16,927	  
	 006130
		SUTHERLAND #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BEAVER		31-6N-27ECM ALL		201109		 	6,253	  
	 004526
		SUTHERLAND #2-28		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BEAVER		28-6N-27ECM		201109		 	3,686	  
	 007566
		SUTTER #1		BLAKE PRODUCTION CO. INC.		APO ONLY		OKLAHOMA		MAJOR		30-22N-13W		200305		 	(46,505	) 
	 012225
		SUTTER #2-19		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		ELLIS		19-22N-23W		201108		 	(48	) 
	 030563
		SUTTER UNIT C #2-4		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		ELLIS		04-22N-23W		201108		 	2,037	  
	 037216
		SUTTON #1 [MV]		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		32-34N-9W		201109		 	447	  
	 030612
		SUTTON #1-17		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		17-10N-26W		201109		 	1,583	  
	 037523
		SUTTON #3-17		SM ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		17-10N-26W		201108		 	(42	) 
	 037217
		SUTTON 1A [MV]		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		32-34N-9W		201109		 	(1,537	) 
	 037218
		SUTTON 2 [MV]		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		33-34N-9W		201109		 	(19,036	) 
	 030444
		SWAN SOUTH FEDERAL A2		SAMSON RESOURCES COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		SEC 8-T23N-R110W		201109		 	(4,183	) 
	 007132
		SWEET UNIT #1-21		SAMSON RESOURCES COMPANY		SOLD OR LOST LEASE		OKLAHOMA		BECKHAM		21-10N-24W		200001		 	(2,039	) 
	 012433
		SWEETIN #1-12		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		OKLAHOMA		PITTSBURG		12-3N-14E		201108		 	618	  
	 034618
		SWITZER #1-5		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		ROGER MILLS		5-13N-21W		201108		 	86	  
	 023406
		SWITZER B 2		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		BLAINE		18-14N-13W		201108		 	(136	) 
	 025082
		SWITZER, BEULAH #3-18		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		BLAINE		18-14N-13W		201108		 	497	  
	 025203
		SWITZER, BEULAH #4-18		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		BLAINE		18-14N-13W		201108		 	802	  
	 008934
		SYBIL #3-9		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		9-9N-19W		201108		 	2,186	  
	 011995
		SYLVESTER 1-21		NOBLE ENERGY INC		PRODUCING WELL		OKLAHOMA		CADDO		21-11N-13W		201108		 	236	  
	 031022
		T & D RANCH #1-24		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		GRADY		24-8N-6W		201103		 	—  	  
	 038735
		TACKETT #1-9		LINN OPERATING INC		PRODUCING WELL		OKLAHOMA		CADDO		09-09N-11W		201108		 	(240	) 
	 005353
		TALL BEAR #1-18		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		WASHITA		18-11N-14W		201108		 	15,603	  
	 035103
		TALTON, ETHYL D 1-D		EL PASO E&P COMPANY LP		SHUT DOWN OR T&A		LOUISIANA		WEBSTER		22 18N 8W NE SE NW		200905		 	(2,555	) 
	 040205
		TATE 1-2		NOBLE ENERGY INC		PRODUCING WELL		KANSAS		KEARNY		22-25S-35W		201108		 	22,780	  
	 040206
		TATE 2-2		NOBLE ENERGY INC		PRODUCING WELL		KANSAS		KEARNY		15-25S-35W		201108		 	(504	) 
	 040207
		TATE 4-2		NOBLE ENERGY INC		PRODUCING WELL		KANSAS		KEARNY		11-26S-36W		201108		 	(141	) 
	 040208
		TATE 5-2		NOBLE ENERGY INC		PRODUCING WELL		KANSAS		KEARNY		12-26S-36W		201108		 	3,140	  
	 040209
		TATE 6-2		NOBLE ENERGY INC		PRODUCING WELL		KANSAS		KEARNY		18-26S-35W		201108		 	10,453	  
	 006632
		TAYLOR #1-22		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		ROGER MILLS		22-12N-23W		201108		 	172,322	  
	 030083
		TAYLOR #15-A		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CADDO		15-6N-9W		201108		 	16,180	  
	 032116
		TAYLOR #2-15		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		CADDO		15-6N-9W		201108		 	1,515	  
	 006896
		TAYLOR #2-22		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		ROGER MILLS		22-12N-23W		201108		 	59,446	  
	 031233
		TAYLOR #3-1		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		ROGER MILLS		1-12N-23W		201108		 	81	  
	 006676
		TAYLOR ESTATE #1-27		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		ROGER MILLS		27-12N-23W		201108		 	2,410	  
	 040142
		TAYLOR GAS UNIT 2		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		KANSAS		FINNEY		12-24S-34W		201108		 	16,516	  
	 005733
		TAYLOR, J. #1-2		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		ROGER MILLS		2-12N-23W		201108		 	256	  
	 004351
		TEAGUE #1		FOUNDATION ENERGY MGMT LLC		PRODUCING WELL		ARKANSAS		POPE		21-8N-18W		201108		 	(53,602	) 
	 004904
		TERRY #1-32		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		32-12N-22W		201109		 	676	  
	 003855
		TEX #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		14-4N-16E		201109		 	12,675	  
	 040545
		TEXANA GU #1		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		RUSK		MARIA F. HUEJAS SVY, A-14		201109		 	2,431	  
	 008771
		THETFORD #3-23		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		23-11N-23W		201109		 	(107	) 
	 045815
		THETFORD #6-23H		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BECKHAM		23-11N-23W		201108		 	(359	) 
	 006731
		THETFORD 1-34		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		34-12N-23W		201109		 	23,632	  
	 012501
		THOMAS #1-34		CONOCOPHILLIPS COMPANY		SHUT DOWN OR T&A		WYOMING		FREMONT		34-39N-90W		201108		 	129,963	  
	 005516
		THOMAS #2-15		SAMSON RESOURCES COMPANY		SHUT DOWN OR T&A		OKLAHOMA		ELLIS		15-18N-26W		201003		 	283	  
	 012675
		THOMAS #2-34		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		34-39N-90W		201108		 	9,259	  
	 045237
		THOMAS #5-8H		LINN OPERATING INC		PRODUCING WELL		TEXAS		WHEELER		SECTION 5 BLK 5 B&B SVY W/2		201108		 	(74,607	) 
	 045663
		THOMAS #5-9H		LINN OPERATING INC		PRODUCING WELL		TEXAS		WHEELER		SECTION 5 BLK 5 B&B SVY E/2		201108		 	(15,695	) 
	 005024
		THOMAS, J.B. UNIT		CHAPARRAL ENERGY LLC		PRODUCING WELL		OKLAHOMA		ROGER MILLS		15-16N-26W		201108		 	8,908	  
	 034584
		THOMPSON 27 #1 RE-ENTRY		EOG RESOURCES, INC.		PRODUCING WELL		OKLAHOMA		ROGER MILLS		27-12N-24W		201108		 	148	  
	 007627
		THOMPSON GEORGE R #1		CHESAPEAKE OPERATING, INC.		SHUT DOWN OR T&A		OKLAHOMA		BEAVER		11-1N-27ECM		201004		 	(10,173	) 
	 044893
		THON #1-34H		CONTINENTAL RESOURCES, INC.		PRODUCING WELL		NORTH DAKOTA		DIVIDE		SEC 27 & 34-161N-96W		201108		 	187	  
	 034702
		THORNE #76-1		LINN OPERATING INC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 76, BLK A-2, H&GNRR SVY		201108		 	912	  
	 006228
		THORNTON #1-19		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		19-12N-21W SE/		201109		 	18,288	  
	 032117
		THORNTON #2-19		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BECKHAM		19-12N-21W		201108		 	(12,323	) 
	 006739
		THORNTON 2-17		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		ROGER MILLS		17-12N-21W		201108		 	(20,961	) 
	 006804
		THORNTON A2-13		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		ROGER MILLS		13-12N-22W		201108		 	10,307	  
	 007585
		THRASHER, C. B. 1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		TEXAS		21-1N-11E		201109		 	(34,014	) 
	 007175
		THURMOND #1-27		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BECKHAM		27-12N-22W		201108		 	3,292	  
	 006240
		THURMOND #1-36		SAMSON RESOURCES COMPANY		SHUT DOWN OR T&A		OKLAHOMA		ROGER MILLS		36-13N-24W NW/		201012		 	658	  
	 007641
		THURMOND #2-27		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BECKHAM		27-12N-22W		201108		 	(2	) 
	 038332
		THURMOND J P #1-23		NEWFIELD EXPLORATION MID CONT		PRODUCING WELL		OKLAHOMA		ROGER MILLS		23-13N-24W		201108		 	1,685	  
	 012017
		TIMMERMAN 1-15 NP		ABRAXAS PETROLEUM CORP		PRODUCING WELL		OKLAHOMA		PITTSBURG		15-7N-17E		201108		 	183	  
	 032901
		TIPTON HOME 1-28		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		28-12N-21W		201109		 	45,737	  
	 006769
		TOELLE 2-1		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		WASHITA		1-11N-20W		201108		 	(4,304	) 
	 004861
		TOHKUBBI #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		16-3N-12E		201109		 	1,274	  
	 006263
		TOLLE #1-1		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		WASHITA		1-11N-20W NW/		201108		 	(3,616	) 
	 012714
		TONYA #4-11		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		11-14N-23W		201108		 	(20,588	) 
	 012020
		TRACY #1-25 BT		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		25-14N-25W		201109		 	1,080	  
	 008160
		TRACY #1-31		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		31-14N-24W		201109		 	3,413	  
	 008161
		TRACY #1-32		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		32-14N-24W		201109		 	1,792	  
	 012021
		TRACY #1-36		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		36-14N-25W		201109		 	1,275	  
	 012116
		TRACY #2-31		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		31-14N-24W		201109		 	3,965	  
	 012117
		TRACY #2-32		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		32-14N-24W		201109		 	582	  
	 037548
		TRACY #3-32		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		32-14N-24W		201101		 	—  	  
	 012022
		TRACY 1-30		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		30-14N-24W		201109		 	73,309	  
	 012023
		TRACY 2-36		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		36-14N-25W		201109		 	1,713	  
	 038581
		TRACY TRUST #1-32		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		32-14N-24W		201109		 	3,820	  
	 026204
		TRAIL UNIT #04D-16W		WEXPRO COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		NE/4 NW/4 SEC 16-13N-100W		201108		 	(5,540	) 
	 026787
		TRAIL UNIT #10B-21D		WEXPRO COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		21-13N-100W		201108		 	3,857	  
	 026719
		TRAIL UNIT #12		WEXPRO COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		16-13N-100W		201108		 	4,595	  
	 026720
		TRAIL UNIT #13		WEXPRO COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		03-13N-100W		201108		 	2,952	  
	 025417
		TRAIL UNIT #15		WEXPRO COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		10-13N-100W		201108		 	(1,012	) 
	 025418
		TRAIL UNIT #16		WEXPRO COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		3-13N-100W		201108		 	4,505	  
	 026721
		TRAIL UNIT #17		WEXPRO COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		16-13N-100W		201108		 	16,162	  
	 025286
		TRAIL UNIT #18		WEXPRO COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		3-13N-100W		201108		 	(3,138	) 









																			
	 		 		 		 		 		 		 		PRODUCTION		NET	 
	 LEASE #
		 LEASE NAME
		 OPERATOR NAME
		 WELL STATUS
		 STATE
		 COUNTY
		 LEGAL DESCRIPTION
		 MONTH
		IMBALANCE	 
	 026782
		TRAIL UNIT #1B-21D		WEXPRO COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		21-13N-100W		201108		 	5,247	  
	 026714
		TRAIL UNIT #2		WEXPRO COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		10-13N-100W		201107		 	2,235	  
	 025883
		TRAIL UNIT #20		WEXPRO COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		10-13N-100W		201108		 	4,329	  
	 025884
		TRAIL UNIT #21		WEXPRO COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		10-13N-100W		201103		 	(128	) 
	 026207
		TRAIL UNIT #22		WEXPRO COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		SW/4 NE/4 SEC 09-13N-100W		201108		 	(5,423	) 
	 026208
		TRAIL UNIT #23		WEXPRO COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		NW/4 NW/4 SEC 10-13N-100W		201108		 	(787	) 
	 026209
		TRAIL UNIT #25		WEXPRO COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		NW/4 SE/4 SEC 09-13N-100W		201108		 	(4,458	) 
	 026715
		TRAIL UNIT #3		WEXPRO COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		03-13N-100W		201107		 	3,635	  
	 012728
		TRAIL UNIT #3-6		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		01-38N-90W		201108		 	(11,373	) 
	 026513
		TRAIL UNIT #3C-10J		WEXPRO COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		10-13N-100W		201108		 	3,250	  
	 026716
		TRAIL UNIT #4		WEXPRO COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		15-13N-100W		201108		 	4,249	  
	 026783
		TRAIL UNIT #4C-22D		WEXPRO COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		21-13N-100W		201108		 	5,199	  
	 026784
		TRAIL UNIT #5D-22D		WEXPRO COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		21-13N-100W		201108		 	3,768	  
	 026488
		TRAIL UNIT #7A-3J		WEXPRO COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		03-13N-100W		201108		 	(54,249	) 
	 026785
		TRAIL UNIT #7B-21D		WEXPRO COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		21-13N-100W		201108		 	5,242	  
	 026718
		TRAIL UNIT #8		WEXPRO COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		11-13N-100W		201108		 	4,177	  
	 026786
		TRAIL UNIT #8C-21W		WEXPRO COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		21-13N-100W		201108		 	3,765	  
	 033068
		TRETBAR FAMILY #1-15		STRAT LAND EXPLORATION CO.		PRODUCING WELL		OKLAHOMA		BEAVER		15-5N-21ECM		201108		 	(53	) 
	 005529
		TRIPLE T #8-B		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		ROGER MILLS		8-12N-21W		201108		 	195	  
	 033282
		TRISSELL #6-10		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		10-9N-19W		201108		 	1,216	  
	 030528
		TRISSELL, RUSSELL #2-10		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		10-9N-19W		201108		 	439	  
	 033366
		TROGDON #2-9		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		CADDO		9-6N-9W		201108		 	371	  
	 039286
		TROGDON #3-9		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		CADDO		09-06N-09W		201108		 	2,692	  
	 030787
		TROY #8-2		MARATHON OIL COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		2-14N-22W		201108		 	(1,134	) 
	 006687
		TRUST 1		UNIT PETROLEUM COMPANY		SHUT DOWN OR T&A		TEXAS		HEMPHILL		SEC 18,BLK 1, G&M SVY		200904		 	559	  
	 030128
		TSCHAPPAT #1 & #1A		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		PITTSBURG		3-3N-16E		201108		 	524	  
	 008021
		TUCKER #1-25		UNIT PETROLEUM COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		25-11N-13W		201108		 	(1,013	) 
	 004654
		TUCKER #1-A		NEWFIELD EXPLORATION MID CONT		PRODUCING WELL		OKLAHOMA		CADDO		30-11N-12W		201108		 	1,555	  
	 006398
		TUCKER #2-25		UNIT PETROLEUM COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		25-11N-13W		201108		 	348	  
	 004519
		TUCKER #2-8		SAMSON RESOURCES COMPANY		ABANDONED WELL		OKLAHOMA		ROGER MILLS		8-12N-26W		201109		 	33,052	  
	 004511
		TUCKER TRUST #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		19-11N-12W		201109		 	575	  
	 012027
		TUCKER-FOWLER 35-2		SAMSON RESOURCES COMPANY		PRODUCING WELL		ALABAMA		FAYETTE		35-14S-11W		201109		 	1,038	  
	 025605
		TURLEY #2-1		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		GRADY		1-6N-7W		201108		 	614	  
	 004354
		TURNEY #31-1		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		PITTSBURG		31-4N-14E		201107		 	2,380	  
	 004355
		TURNEY #31-2		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		PITTSBURG		31-4N-14E		201107		 	3,180	  
	 004353
		TURNEY A #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		32-4N-14E		201109		 	7,140	  
	 006311
		TWYMAN #1-17		ARROWHEAD ENERGY, INC.		PRODUCING WELL		OKLAHOMA		WASHITA		17-11N-19W		201108		 	(1,235	) 
	 006669
		TWYMAN #2-18		ARROWHEAD ENERGY, INC.		PRODUCING WELL		OKLAHOMA		WASHITA		18-11N-19W		201108		 	(6,248	) 
	 036646
		TYLER #1-1		QEP ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		01-08N-17E		201108		 	(2,583	) 
	 033396
		U.S. GYPSUM #1-27		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		BLAINE		27-19N-12W		201108		 	(473	) 
	 034418
		UNIT #2		WEXPRO COMPANY		SHUT DOWN OR T&A		WYOMING		SWEETWATER		21-16N-104W		201003		 	11,642	  
	 033538
		UPRC #5-27		ANADARKO PETROLEUM CORP.		PRODUCING WELL		WYOMING		SWEETWATER		27-21N-94W		201108		 	546	  
	 036091
		UPRC FEE #6-27		SAMSON RESOURCES COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		27-21N-94W		201109		 	2,799	  
	 036093
		UPRC FEE #7-27		SAMSON RESOURCES COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		27-21N-94W		201109		 	845	  
	 036092
		UPRC FEE #8-27		SAMSON RESOURCES COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		27-21N-94W		201109		 	5,950	  
	 034419
		UPRR #1		WEXPRO COMPANY		SHUT DOWN OR T&A		WYOMING		SWEETWATER		11-16N-104W		201004		 	2,301	  
	 038377
		US GOVERNMENT #5-27		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		27-05N-16E		201108		 	5,940	  
	 003013
		US GOVERNMENT 27-2		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		27-5N-16E		201108		 	21,636	  
	 004028
		USA #1-18		FOUNDATION ENERGY MGMT LLC		PRODUCING WELL		ARKANSAS		SEBASTIAN		18-7N-30W		201108		 	2,577	  
	 005903
		USA #1-4 (APACHE)		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		ROGER MILLS		4-13N-21W		201108		 	225	  
	 004029
		USA #2-18		FOUNDATION ENERGY MGMT LLC		SHUT DOWN OR T&A		ARKANSAS		SEBASTIAN		18-7N-30W		200901		 	(38,790	) 
	 005982
		USA #3-18		FOUNDATION ENERGY MGMT LLC		PRODUCING WELL		ARKANSAS		SEBASTIAN		18-7N-30W		201108		 	1,948	  
	 004257
		USA CHOCTAW T-4 UNIT #2		CHESAPEAKE OPERATING, INC.		APO ONLY		OKLAHOMA		LATIMER		5-5N-19E		200905		 	105	  
	 033281
		USA PARCEL #3-45		EOG RESOURCES, INC.		PRODUCING WELL		LOUISIANA		BOSSIER		2-17N-12W		201108		 	16,069	  
	 036645
		USA PARCEL 3 #47		EOG RESOURCES, INC.		PRODUCING WELL		LOUISIANA		BOSSIER		02-17N-12W		201108		 	6,269	  
	 037521
		USA PARCEL 3 #50-ALT		EOG RESOURCES, INC.		PRODUCING WELL		LOUISIANA		BOSSIER		01-17N-12W		201108		 	(3,842	) 
	 036611
		USA PARCEL 3 #53-ALT		EOG RESOURCES, INC.		PRODUCING WELL		LOUISIANA		BOSSIER		01-17N-12W		201108		 	840	  
	 036650
		USA PARCEL 3 #54		EOG RESOURCES, INC.		SHUT DOWN OR T&A		LOUISIANA		BOSSIER		01-17N-12W		201108		 	19,595	  
	 031293
		USA PARCEL 3 1-1 LT & UT		EOG RESOURCES, INC.		SHUT DOWN OR T&A		LOUISIANA		BOSSIER		1-17N-12W		200911		 	8,821	  
	 031669
		USA PARCEL 3 3-1		EOG RESOURCES, INC.		ABANDONED WELL		LOUISIANA		BOSSIER		1-17N-12W		200712		 	2,810	  
	 031295
		USA PARCEL 3 33-2		EOG RESOURCES, INC.		PRODUCING WELL		LOUISIANA		BOSSIER		2-17N-12W		201108		 	15,379	  
	 031296
		USA PARCEL 3 34-1		EOG RESOURCES, INC.		PRODUCING WELL		LOUISIANA		BOSSIER		1-17N-12W		201108		 	30,755	  
	 031673
		USA PARCEL 3 36-2		EOG RESOURCES, INC.		PRODUCING WELL		LOUISIANA		BOSSIER		2-17N-12W		201108		 	20,435	  
	 032800
		USA PARCEL 3 37-1		EOG RESOURCES, INC.		PRODUCING WELL		LOUISIANA		BOSSIER		1-17N-12W		201108		 	2,678	  
	 032803
		USA PARCEL 3 38-A		EOG RESOURCES, INC.		PRODUCING WELL		LOUISIANA		BOSSIER		1-17N-12W		201108		 	6,895	  
	 032801
		USA PARCEL 3 39-1 ALT		EOG RESOURCES, INC.		SHUT DOWN OR T&A		LOUISIANA		BOSSIER		1-17N-12W		200805		 	7,848	  
	 032802
		USA PARCEL 3 40 ALT		EOG RESOURCES, INC.		SHUT DOWN OR T&A		LOUISIANA		BOSSIER		3-17N-12W		200911		 	4,113	  
	 031301
		USA PARCEL 3 41-2 ALT		EOG RESOURCES, INC.		PRODUCING WELL		LOUISIANA		BOSSIER		2-17N-12W		201103		 	7,543	  
	 031302
		USA PARCEL 3 42 ALT		EOG RESOURCES, INC.		SHUT DOWN OR T&A		LOUISIANA		BOSSIER		3-17N-12W		200601		 	6,787	  
	 032805
		USA PARCEL 3 43-1		EOG RESOURCES, INC.		PRODUCING WELL		LOUISIANA		BOSSIER		1-17N-12W		201108		 	15,967	  
	 032804
		USA PARCEL 3 44 ALT		EOG RESOURCES, INC.		PRODUCING WELL		LOUISIANA		BOSSIER		1-17N-12W		201108		 	13,374	  
	 031682
		USA PARCEL 3 5-2		EOG RESOURCES, INC.		PRODUCING WELL		LOUISIANA		BOSSIER		2-17N-12W		201108		 	5,247	  
	 031298
		USA PARCEL 3 6-2		EOG RESOURCES, INC.		PRODUCING WELL		LOUISIANA		BOSSIER		2-17N-12W		201108		 	16,598	  
	 031299
		USA PARCEL 3 7-3		EOG RESOURCES, INC.		PRODUCING WELL		LOUISIANA		BOSSIER		3-17N-12W		201108		 	3,331	  
	 031685
		USA PARCEL 3 8-3		EOG RESOURCES, INC.		PRODUCING WELL		LOUISIANA		BOSSIER		3-17N-12W		201108		 	5,102	  
	 006808
		VALENTINE 1-29		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CUSTER		29-15N-17W		201109		 	3,989	  
	 023576
		VALENTINE COLTHARP #1		CHEVRON USA INC		PRODUCING WELL		TEXAS		WHEELER		SEC 51 BLK A7 H&GN SVY		201108		 	6,358	  
	 003795
		VAN DYKE #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		35-4N-15E		201109		 	27	  
	 005048
		VAN DYKE #2-35		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		35-4N-15E		201109		 	14,961	  
	 005518
		VAN DYKE #3-35		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		35-4N-15E		201109		 	1,122	  
	 036543
		VAN DYKE #4		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		35-04N-15E		201109		 	(18	) 
	 037819
		VAN DYKE #5-35		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		35-04N-15E		201109		 	6,557	  
	 003015
		VANCE #1		SAMSON RESOURCES COMPANY		ABANDONED WELL		CADDO		OKLAHOMA		5-9N-9W		200906		 	19,549	  
	 003253
		VARNER #1-2		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CARTER		2-3S-1E		201108		 	(61	) 
	 032710
		VARNUM #2-25		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		25-5N-18E		201109		 	54,371	  
	 032863
		VARNUM #3		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		25-5N-18E		201109		 	(241	) 
	 033461
		VARNUM #4-25		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		25-5N-18E		201108		 	9,627	  
	 004250
		VARNUM UNIT		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		25-5N-18E		201109		 	987	  
	 041847
		VAUGHN #1-6		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		WOODWARD		06-24N-18W		201108		 	(2,925	) 
	 036375
		VERA #1-21 BASAL CHESTER		SHERIDAN PRODUCTION CO LLC		PRODUCING WELL		OKLAHOMA		HARPER		21-26N-25W		201108		 	914	  
	 034640
		VERDELL #1-13		WILLIAMS PROD MID-CONTINENT CO		PRODUCING WELL		OKLAHOMA		HASKELL		S/2 SEC 12 & N/2 SEC 13-8N-18E		201108		 	3,598	  
	 034845
		VERDELL #4-13		WILLIAMS PROD MID-CONTINENT CO		PRODUCING WELL		OKLAHOMA		HASKELL		S/2 SEC 12&N/2 SEC 13-8N-18E		201108		 	4,876	  
	 040257
		VERDEN 31-1LT		QEP ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		HASKELL		31-09N-18E		201107		 	1,606	  
	 006042
		VERMA #1-34		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CADDO		34-7N-12W		201108		 	(321	) 
	 034425
		VERMILLION CREEK DEEP #1		WEXPRO COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		12-13N-100W		201108		 	(31,095	) 
	 013286
		VERNER #5-11		NEWFIELD EXPLORATION MID CONT		PRODUCING WELL		OKLAHOMA		PITTSBURG		11-05N-13E		201108		 	(1,016	) 
	 041899
		VICE 25 #1-ALT		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		25-18N-09W		201108		 	2,619	  
	 006184
		VICK #1		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		ROGER MILLS		31-13N-22W ALL		201108		 	(71	) 









																			
	 		 		 		 		 		 		 		PRODUCTION		NET	 
	 LEASE #
		 LEASE NAME
		 OPERATOR NAME
		 WELL STATUS
		 STATE
		 COUNTY
		 LEGAL DESCRIPTION
		 MONTH
		IMBALANCE	 
	 006563
		VICK #2-31		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		ROGER MILLS		31-13N-22W		201108		 	(160	) 
	 006072
		VICK #3-31		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		31-13N-22W		201109		 	676	  
	 030896
		VICK #4-31		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		ROGER MILLS		31-13N-22W		201108		 	(3,500	) 
	 012051
		VICTOR 1-14		CONOCOPHILLIPS COMPANY		SHUT DOWN OR T&A		WYOMING		FREMONT		14-39N-90W		201108		 	8,178	  
	 006779
		VIERS 1-30		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		30-12N-23W		201109		 	10,773	  
	 006409
		VINCENT #1-32 (ATOKA)		SAMSON RESOURCES COMPANY		ABANDONED WELL		OKLAHOMA		CADDO		32-11N-13W		200711		 	9,905	  
	 045760
		VINCENT 14 #1H		EOG RESOURCES, INC.		PRODUCING WELL		OKLAHOMA		ELLIS		14-19N-25W		201108		 	(1,132	) 
	 003323
		VINSETT A #1-29		SAMSON RESOURCES COMPANY		PRODUCING WELL		ARKANSAS		CRAWFORD		29-9N-31W		201109		 	5,532	  
	 040383
		VINSON #2		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		TEXAS		RUSK		SEC: BLK: SRV:THOMAS O’BAR ABS		201107		 	(3,454	) 
	 045435
		VIOLET #1-21H		CONTINENTAL RESOURCES, INC.		PRODUCING WELL		NORTH DAKOTA		DIVIDE		SEC 16 & 21-160N-96W		201108		 	(14	) 
	 039760
		VIPER #2-2		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		STEPHENS		02-01N-05W SE/4		201109		 	809	  
	 006423
		VIRGINIA #1-31		LINN OPERATING INC		PRODUCING WELL		OKLAHOMA		CADDO		31-10N-11W		201108		 	(85	) 
	 008711
		VOGT #1-10		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		WASHITA		10-11N-15W		201108		 	2,206	  
	 007353
		WALKER #1-12		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		12-12N-25W		201109		 	19,360	  
	 006838
		WALKER #2-35		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		35-14N-19W		201108		 	2,089	  
	 038140
		WALKER #5-12		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		12-13N-22W		201108		 	5,025	  
	 041681
		WALKER #8-12		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		12-13N-22W		201108		 	5,978	  
	 043283
		WALKER RANCH 10 #3		FOREST OIL CORPORATION		PRODUCING WELL		TEXAS		HEMPHILL		SEC 10 BLK 41 H&TC SVY		201108		 	(14,095	) 
	 043282
		WALKER RANCH 1810		FOREST OIL CORPORATION		PRODUCING WELL		TEXAS		HEMPHILL		SEC 10 BLK 41 H&TC SVY		201108		 	(462	) 
	 033185
		WALKER TRUST #1-20		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		ROGER MILLS		20-13N-21W		201108		 	916	  
	 004600
		WALKER, SIMPSON #2-31		CHESAPEAKE OPERATING, INC.		SHUT DOWN OR T&A		OKLAHOMA		WOODWARD		31-26N-17W		201108		 	(3,538	) 
	 006234
		WALKUP #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		COAL		27-3N-11E CN		201109		 	2,614	  
	 044515
		WALKUP #2-27H		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		COAL		27-03N-11E		201108		 	(33,493	) 
	 030731
		WALLACE #5-18		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		18-10N-26W		201109		 	21,579	  
	 006710
		WALLACE 1-35		SAMSON RESOURCES COMPANY		SHUT DOWN OR T&A		OKLAHOMA		ROGER MILLS		35-12N-26W		201109		 	13,950	  
	 006283
		WALLACE D #4		SM ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		18-10N-26W 132		201108		 	(62	) 
	 004792
		WALTER #1-24		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		24-10N-21W		201109		 	1,247	  
	 004793
		WALTER #2-24		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		24-10N-21W		201109		 	22,772	  
	 038818
		WALTER #5-24 (UPR D.MOINES GW)		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		24-10N-21W		201109		 	483	  
	 004790
		WALTER, J.C. #1-19		CHEVRON USA INC		PRODUCING WELL		OKLAHOMA		WASHITA		19-10N-20W		201108		 	22,986	  
	 004791
		WALTER, J.C. #2A-19		CHEVRON USA INC		PRODUCING WELL		OKLAHOMA		WASHITA		19-10N-20W		201108		 	(2,829	) 
	 004821
		WALTER, J.C. #3-19		CHEVRON USA INC		PRODUCING WELL		OKLAHOMA		WASHITA		19-10N-20W		201108		 	5,070	  
	 008956
		WALTER, K. B. #2-22		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		22-10N-21W		201109		 	6,069	  
	 006289
		WALTER, KB #1-22		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		22-10N-21W CNE		201109		 	6,617	  
	 040212
		WALTERS 1-2		NOBLE ENERGY INC		PRODUCING WELL		KANSAS		KEARNY		20-24S-35W		201108		 	4,267	  
	 006688
		WALTERS 4-24		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		24-10N-21W		201109		 	(28,271	) 
	 004586
		WALTER-STEFFES #1-5		KAISER-FRANCIS OIL COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		5-9N-19W		201108		 	3,232	  
	 036284
		WAMSUTTER #10-34		MARATHON OIL COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		SEC 27,28,33&34-21N-94W		201108		 	9,980	  
	 034617
		WAMSUTTER #9-27		SAMSON RESOURCES COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		SEC 27&34-21N-94W		201109		 	584	  
	 034688
		WAMSUTTER #9-34		MARATHON OIL COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		SEC 5 & 34-21N-94W		201108		 	1,177	  
	 033930
		WAMSUTTER 5-34A		MARATHON OIL COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		34-21N-94W		201108		 	9,728	  
	 012068
		WANDA MG		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		LOGAN		15-15N-4W		201109		 	2,587	  
	 023612
		WANDA 1-5		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		GARVIN		5-3N-3W		201109		 	6,838	  
	 033686
		WARD #4-31		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		31-3N-12E		201109		 	1,168	  
	 006784
		WARD 2-31		SAMSON RESOURCES COMPANY		SHUT DOWN OR T&A		OKLAHOMA		PITTSBURG		31-3N-12E		200901		 	2,165	  
	 006159
		WARD UNIT #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		31-3N-12E ALL		201109		 	29,242	  
	 023614
		WARKENTIN 1-30		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		30-11N-14W		201109		 	8,459	  
	 006133
		WARNER #1		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BECKHAM		30-10N-26W &25		201108		 	(90,993	) 
	 007938
		WARNER #2-30		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		30-10N-26W & 25-10N-27W		201109		 	55,564	  
	 030763
		WARNER #3-30		SAMSON RESOURCES COMPANY		SHUT DOWN OR T&A		OKLAHOMA		BECKHAM		30-10N-26W		201109		 	1,351	  
	 040005
		WARNER #7-12		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		12-13N-22W		201108		 	599	  
	 043191
		WASHITA RANCH 19 #1-H		CIMAREX ENERGY CO.		PRODUCING WELL		TEXAS		HEMPHILL		W/2 SEC 19 BLK A-1 H&GN SVY		201108		 	(4,088	) 
	 042373
		WASHITA RANCH 22 #1-H		CIMAREX ENERGY CO.		PRODUCING WELL		TEXAS		HEMPHILL		SEC 22 BLK A-1 H&GN SVY		201108		 	2,502	  
	 042081
		WATERFIELD #3-112		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		ROBERTS		SEC 112 BLK C G&M SVY		201109		 	6,849	  
	 006180
		WATKINS #1-21		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BECKHAM		21-12N-21W ALL		201108		 	1,277	  
	 036599
		WATTS #2		UNIT PETROLEUM COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		34-05N-18E		201108		 	1,431	  
	 034995
		WATTS BROS C 2		EAGLE ROCK MID-CONTINENT OPERA		PRODUCING WELL		OKLAHOMA		LATIMER		29-4N-18E		201108		 	288	  
	 030129
		WATTS BROTHERS C-1		EAGLE ROCK MID-CONTINENT OPERA		PRODUCING WELL		OKLAHOMA		LATIMER		29-4N-18E		201108		 	(69	) 
	 003075
		WEAVER		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		GRADY		21-6N-6W		201108		 	17,347	  
	 007825
		WEBB A #1-10		CRAWLEY PETROLEUM CORP.		PRODUCING WELL		OKLAHOMA		ELLIS		10-16N-24W		201107		 	391	  
	 030674
		WEBER #1-2		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		CADDO		2-6N-9W		201108		 	(539	) 
	 033022
		WEIGAND #1-31		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		31-13N-16W		201108		 	(94	) 
	 033240
		WEINER #1 UNIT A		TORCH E & P PROCESSING		SHUT DOWN OR T&A		TEXAS		HARRISON		JOHN RAMSDALE SVY, A-596		201001		 	1,099	  
	 033249
		WEINER #10 UNIT B		TORCH E & P PROCESSING		PRODUCING WELL		TEXAS		HARRISON		R. BOARD SVY, A-128		201108		 	3,139	  
	 033250
		WEINER #11 UNIT B		TORCH E & P PROCESSING		PRODUCING WELL		TEXAS		HARRISON		W. T. COOK SVY, A-873		201108		 	(4,133	) 
	 033251
		WEINER #12 UNIT B		TORCH E & P PROCESSING		PRODUCING WELL		TEXAS		HARRISON		G. J. AUSTIN SVY, A-65		201108		 	(3,892	) 
	 033241
		WEINER #2 UNIT B		TORCH E & P PROCESSING		PRODUCING WELL		TEXAS		HARRISON		JOHN RAMSDALE SVY, A-596		201108		 	1,687	  
	 033242
		WEINER #3 UNIT B		TORCH E & P PROCESSING		PRODUCING WELL		TEXAS		HARRISON		R. BOARD SVY, A-126		201108		 	1,146	  
	 033243
		WEINER #4 UNIT A		TORCH E & P PROCESSING		PRODUCING WELL		TEXAS		HARRISON		JOHN RAMSDALE SVY, A-596		201108		 	1,053	  
	 033244
		WEINER #5 UNIT A		TORCH E & P PROCESSING		SHUT DOWN OR T&A		TEXAS		HARRISON		JOHN RAMSDALE SVY, A-596		201010		 	2,186	  
	 033245
		WEINER #6 UNIT A		TORCH E & P PROCESSING		PRODUCING WELL		TEXAS		HARRISON		R. BOARD SVY, A-126		201108		 	525	  
	 033246
		WEINER #7 UNIT B		TORCH E & P PROCESSING		PRODUCING WELL		TEXAS		HARRISON		R. BOARD SVY, A-126		201108		 	(113	) 
	 033247
		WEINER #8 UNIT A		TORCH E & P PROCESSING		PRODUCING WELL		TEXAS		HARRISON		R. BOARD SVY, A-126		201108		 	(1,552	) 
	 033248
		WEINER #9 UNIT B		TORCH E & P PROCESSING		PRODUCING WELL		TEXAS		HARRISON		R. BOARD SVY, A-128		201108		 	4,117	  
	 031244
		WELLS #3-8		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CUSTER		8-12N-20W		201109		 	852	  
	 004876
		WENDLANDT #2-17		MUSTANG FUEL CORPORATION		PRODUCING WELL		OKLAHOMA		HASKELL		17-7N-20E		201108		 	210	  
	 030078
		WENDLANDT #3-17		MUSTANG FUEL CORPORATION		PRODUCING WELL		OKLAHOMA		HASKELL		17-7N-20E		201108		 	611	  
	 032530
		WERNER SMITH #3		CHEVRON USA INC		PRODUCING WELL		TEXAS		PANOLA		T C RR SVY, A-838		201108		 	27	  
	 030897
		WESNER #1-12		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		ROGER MILLS		12-12N-22W		201108		 	546	  
	 034301
		WESNER #4-1		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		ROGER MILLS		1-12N-22W		201108		 	(671	) 
	 038289
		WESNER #5-1		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		ROGER MILLS		01-12N-22W		201108		 	(65	) 
	 006776
		WESNER 1-1		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		ROGER MILLS		1-12N-22W		201108		 	1,124	  
	 006805
		WESNER 1-2		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		ROGER MILLS		2-12N-22W		201108		 	431	  
	 006287
		WEST #1-9		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BECKHAM		9-11N-22W		201108		 	(6,068	) 
	 035576
		WEST A #2		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		3 17N 9W NE NE NW		201109		 	4,786	  
	 037632
		WEST A #3-ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		03-17N-09W		201109		 	1,206	  
	 035200
		WEST A-1 ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		3 17N 9W SE NW NW		201109		 	1,462	  
	 003082
		WESTERN #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		ARKANSAS		SEBASTIAN		36-7N-32W		201109		 	42	  
	 030877
		WFM #1-11		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		ROGER MILLS		11-12N-22W		201108		 	(318	) 
	 034420
		WHELAN M F #1		WEXPRO COMPANY		SHUT DOWN OR T&A		WYOMING		SWEETWATER		20-16N-104W		201012		 	42,053	  
	 042332
		WHINERY #2-9		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BECKHAM		09-11N-22W		201108		 	1,184	  
	 005579
		WHISENHUNT #3-27		CABOT OIL & GAS CORP.		PRODUCING WELL		OKLAHOMA		BEAVER		27-4N-28ECM		201108		 	(199	) 
	 005640
		WHISENHUNT #4-27		CABOT OIL & GAS CORP.		PRODUCING WELL		OKLAHOMA		BEAVER		27-4N-28ECM		201108		 	118	  
	 040439
		WHITE #1-12		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		WOODWARD		12-24N-18W		201108		 	(126	) 
	 039933
		WHITE #1-3		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		03-13N-20W		201108		 	874	  
	 040282
		WHITE C 2		CHEVRON USA INC		PRODUCING WELL		OKLAHOMA		LATIMER		04-06N-18E		201108		 	(896	) 
	 040272
		WHITE D 1		CHEVRON USA INC		PRODUCING WELL		OKLAHOMA		LATIMER		05-06N-18E		201108		 	(97,695	) 
	 040277
		WHITE D 2 (CASING)		CHEVRON USA INC		PRODUCING WELL		OKLAHOMA		LATIMER		05-06N-18E		201108		 	(17,474	) 









																			
	 		 		 		 		 		 		 		PRODUCTION		NET	 
	 LEASE #
		 LEASE NAME
		 OPERATOR NAME
		 WELL STATUS
		 STATE
		 COUNTY
		 LEGAL DESCRIPTION
		 MONTH
		IMBALANCE	 
	 040270
		WHITE D 2 (TUBING)		CHEVRON USA INC		PRODUCING WELL		OKLAHOMA		LATIMER		05-06N-18E		201108		 	915	  
	 024051
		WHITE FARMS A #3		NEWFIELD EXPLORATION MID CONT		PRODUCING WELL		OKLAHOMA		CANADIAN		4-10N-7W		201108		 	(25,076	) 
	 025145
		WHITE FARMS A #4		NEWFIELD EXPLORATION MID CONT		PRODUCING WELL		OKLAHOMA		CANADIAN		4-10N-7W		201108		 	(2,355	) 
	 023664
		WHITE FARMS A2		NEWFIELD EXPLORATION MID CONT		PRODUCING WELL		OKLAHOMA		CANADIAN		4-10N-7W		201108		 	(59,093	) 
	 023665
		WHITE FARMS B1		NEWFIELD EXPLORATION MID CONT		PRODUCING WELL		OKLAHOMA		CANADIAN		5-10N-7W		201108		 	1,782	  
	 003287
		WHITE, E. B UNIT		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		17-6N-18E		201108		 	13,415	  
	 005177
		WHITE, ERLE B #2-17		MEADE ENERGY CORPORATION		PRODUCING WELL		OKLAHOMA		LATIMER		17-6N-18E		201108		 	(62	) 
	 040309
		WHITE, W E 4		CHEVRON USA INC		PRODUCING WELL		OKLAHOMA		PITTSBURG		32-07N-18E		201108		 	2,917	  
	 040296
		WHITE, W E 6		CHEVRON USA INC		PRODUCING WELL		OKLAHOMA		PITTSBURG		32-07N-18E		201108		 	(285	) 
	 012087
		WHITENER #1-19		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		GRADY		19-5N-6W		201109		 	(4,181	) 
	 003320
		WHITESIDE #1-32		SAMSON RESOURCES COMPANY		PRODUCING WELL		ARKANSAS		CRAWFORD		32-9N-31W		201109		 	(3,105	) 
	 004629
		WHITESIDE #2-32		SAMSON RESOURCES COMPANY		PRODUCING WELL		ARKANSAS		CRAWFORD		32-9N-31W		201109		 	16,179	  
	 006421
		WHITFIELD #1-34		LAREDO PETROLEUM INC		PRODUCING WELL		OKLAHOMA		CADDO		34-5N-9W		201108		 	1,409	  
	 034293
		WHITLEDGE #1-31		JMA ENERGY COMPANY, LLC-ROYALT		PRODUCING WELL		OKLAHOMA		ROGER MILLS		31-12N-23W		201108		 	(388	) 
	 006271
		WHITTENBERG #2		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		29-10N-20W C		201108		 	3,675	  
	 033875
		WIENER ESTATE 1		SAMSON LONE STAR, LLC		SHUT DOWN OR T&A		TEXAS		PANOLA		GEORGE GILLASPY SVY, A-223		200808		 	13,007	  
	 033876
		WIENER ESTATE 5		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		PANOLA		SAMUEL THOMPSON SVY, A-673		201109		 	58	  
	 007869
		WILCOX L A #1-3		XTO ENERGY INC.		PRODUCING WELL		OKLAHOMA		MAJOR		3-20N-13W		201108		 	108	  
	 034563
		WILEY #5-6		SM ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		6-10N-22W		201104		 	(87	) 
	 036685
		WILKINS #1-18		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		18-03N-14E		201109		 	2,444	  
	 003666
		WILKS #1		WARD PETROLEUM CORP		PRODUCING WELL		OKLAHOMA		CUSTER		27-12N-14W		201108		 	(9,607	) 
	 006200
		WILKS #1-17		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		ROGER MILLS		17-12N-21W SW/		201108		 	32,041	  
	 030169
		WILLAMETTE #1-36		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		LOUISIANA		BOSSIER		SEC 36, T22N-R12W		201108		 	13	  
	 033544
		WILLAMETTE INDUSTRIES 32 #1		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		BOSSIER		32-22N-12W		201109		 	5,791	  
	 044345
		WILLIAM #1-23H		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		WASHITA		23-11N-18W		201108		 	45,473	  
	 031211
		WILLIAMS #31-1		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		31-13N-16W		201108		 	923	  
	 003782
		WILLIAMS #31-2		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		31-13N-16W		201108		 	5,546	  
	 032114
		WILLIAMS #3-31		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		31-13N-16W		201108		 	363	  
	 040888
		WILLIAMS O T #1-29R		LINN OPERATING INC		PRODUCING WELL		OKLAHOMA		MAJOR		N/2 NE/4 SEC 29-22N-14W		201108		 	8	  
	 035056
		WILLIAMSON 1		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		5 17N 9W SW NE SE		201109		 	(59,930	) 
	 035307
		WILLIAMSON 2		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		5 17N 9W SW SE NE		201109		 	1,467	  
	 035619
		WILLIAMSON 5 #1 ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		5 17N 9W NE SE SE		201109		 	(2,698	) 
	 043276
		WILLIAMSON A #1		UNIT PETROLEUM COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		26-06N-17E		201108		 	(33	) 
	 007632
		WILMOT 1-16		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		HARPER		16-28N-25W		201109		 	914	  
	 004195
		WILSON #1-24		BLAIR OIL COMPANY		SHUT DOWN OR T&A		OKLAHOMA		CUSTER		24-12N-14W		200905		 	1,210	  
	 003935
		WILSON #2-16		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		16-15N-20W		201108		 	3,585	  
	 003122
		WILSON, T.O. G UWI		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BEAVER		26-2N-20ECM		201109		 	1,426	  
	 043264
		WILT 1-10		SM ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		10-06N-11W		201108		 	96	  
	 004729
		WIMBERLY #2-27		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		HASKELL		27-8N-19E		201109		 	43	  
	 006150
		WINGARD #1		NOBLE ENERGY INC		PRODUCING WELL		OKLAHOMA		CUSTER		3-14N-14W ALL		201108		 	(2,674	) 
	 006151
		WINGARD #2		NOBLE ENERGY INC		PRODUCING WELL		OKLAHOMA		CUSTER		3-14N-14W ALL		201108		 	(5,001	) 
	 006193
		WINGARD #3		NOBLE ENERGY INC		PRODUCING WELL		OKLAHOMA		CUSTER		3-14N-14W ALL		201108		 	21,717	  
	 038774
		WINN CHARLIE #1-30 ATOKA		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		30-14N-24W SE/4		201109		 	35,785	  
	 013482
		WINN CHARLIE #1-30 U. CHEROKEE		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		30-14N-24W SE/4		201109		 	22	  
	 023787
		WINSOR 1-6		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CADDO		6-12N-13W		201108		 	3,454	  
	 003135
		WITTKOPP		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CANADIAN		6-11N-7W		201109		 	36,691	  
	 008302
		WOFFORD #2-31		XTO ENERGY INC.		PRODUCING WELL		ARKANSAS		FRANKLIN		31-10N-26W		201108		 	(22	) 
	 031154
		WOOD #1		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		PITTSBURG		29-3N-14E		201108		 	2,029	  
	 035621
		WOODARD ET AL #2 ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		BIENVILLE		23 18N 8W NW NW NE		201109		 	883	  
	 035243
		WOODARD ET AL 1		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		BIENVILLE		23 18N 8W SW SW NE		201109		 	(41,422	) 
	 035233
		WOODARD HEIRS A-1 ALT		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		24 18N 9W SW SE NE		201108		 	(3,000	) 
	 035068
		WOODARD WALKER G-1-D		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		BIENVILLE		23 18N 8W W2 E2 NW		201109		 	(3,159	) 
	 035271
		WOODARD WALKER G-2		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		BIENVILLE		23 18N 8W SE SW NW		201109		 	648	  
	 004458
		WOODMORE #1-34		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		HASKELL		34-8N-19E		201109		 	8,069	  
	 003143
		WOODMORE #1-6		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		HASKELL		6-7N-19E		201109		 	5,287	  
	 004609
		WOODMORE #2-34		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		HASKELL		34-8N-19E		201109		 	34,754	  
	 004125
		WOODROW		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		LE FLORE		7,8-9N-25E		201109		 	246	  
	 006573
		WOODWARD #1		LAREDO PETROLEUM INC		PRODUCING WELL		OKLAHOMA		CADDO		29-5N-9W		201108		 	(240	) 
	 008754
		WOOLWORTH #2		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		TEXAS		PANOLA		J. F. JOHNS SURVEY A-364		201108		 	3,187	  
	 006138
		WORK #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ALFALFA		31-25N-12W ALL		201104		 	—  	  
	 037982
		WORSHAM 10 #1-ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		10-17N-09W		201109		 	305	  
	 035290
		WORSHAM A-1		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		24-18N-09W NW SW SW		201108		 	673	  
	 003159
		WRIGHT UNIT #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		32-14N-26W		201109		 	1,498	  
	 036583
		WRIGHT, MINNIE S ET AL 3		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		03-17N-09W SW/SE		201109		 	4,254	  
	 003163
		WRIGHT, THELMA UNIT		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		HASKELL		11-7N-21E		201109		 	1,497	  
	 007204
		WYCKOFF #2-3		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		WOODWARD		3-20N-17W		201108		 	(5,217	) 
	 032280
		WYLIE A GU #1		VALENCE OPERATING CO.		ABANDONED WELL		TEXAS		RUSK		A G WALLING SVY, A-811		200604		 	587	  
	 040782
		WYNN #1-12		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		WOODWARD		12-24N-18W		201108		 	1,918	  
	 004202
		YATES #1-31		KAISER-FRANCIS OIL COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		31-5N-10W		201108		 	1,504	  
	 035205
		YATES 1		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		9 17N 9W SE NW SW		201109		 	7,050	  
	 040214
		YATES 1-2		NOBLE ENERGY INC		PRODUCING WELL		KANSAS		KEARNY		27-23S-38W		201105		 	35,683	  
	 008307
		YEAGER #1-8		MARATHON OIL COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		8-9N-19W		201108		 	10,999	  
	 003173
		YEAGER #1C & #1T		SAMSON RESOURCES COMPANY		PRODUCING WELL		ARKANSAS		JOHNSON		20-9N-24W		201109		 	215	  
	 030284
		YEARWOOD DUANE 1-33 BPO		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		33-11N-13W		201109		 	9,629	  
	 006120
		YELL #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		TEXAS		27-1N-18ECM ALL		201101		 	(31	) 
	 006467
		YOUNG #1-33		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CADDO		33-10N-12W		201108		 	1,655	  
	 044632
		YOUNG #303H		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		TEXAS		HEMPHILL		SEC 3 BLK M-1 H&GN SVY		201108		 	8,150	  
	 003716
		YOUNG RANCH #1-28		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		28-6N-19E		201109		 	44,289	  
	 004006
		YOUNG RANCH #2-27 REDRILL		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		27-6N-19E		201109		 	89,025	  
	 006388
		YOUNG TRUST #1-4		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 4 BLK M-1 H&GN RR CO SURVE		201109		 	9,050	  
	 006668
		YOUNG, E.L. 1-28		SAMSON RESOURCES COMPANY		APO ONLY		OKLAHOMA		CADDO		28-10N-12W		201109		 	20,400	  
	 023829
		YOUNG, J W ETAL UNIT		CHEVRON USA INC		PRODUCING WELL		TEXAS		WHEELER		SEC 20, BLK L, J.M. LINDSEY		201108		 	2,589	  
	 006449
		YOUNG, MARSHALL #2-4		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BECKHAM		4-10N-22W		201108		 	11,753	  
	 035615
		YOUNGBLOOD ET AL #1 ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		9 17N 9W NE NW NW		201109		 	22,455	  
	 006044
		YOUNKIN TRUST #1-29		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		CADDO		29-11N-12W		201108		 	19,487	  
	 036843
		YOUNKIN TRUST #2-29		CREST RESOURCES, INC.		PRODUCING WELL		OKLAHOMA		CADDO		29-11N-12W		201108		 	1,534	  
	 006654
		YOWELL #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		36-14N-26W		201109		 	27,809	  
	 003179
		YOWELL #1-26		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		26-14N-26W		201109		 	15,453	  
	 030756
		YOXSIMER #2-15		BP AMERICA PRODUCTION COMPANY		SHUT DOWN OR T&A		OKLAHOMA		ROGER MILLS		15-15N-22W		200912		 	(36,803	) 
	 030845
		YOXSIMER #6-15		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		15-15N-22W		201108		 	572	  
	 030320
		YOXSIMER 1-15		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		15-15N-22W		201108		 	(5,539	) 
	 033716
		YUMA #1-26		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		26-4N-15E		201109		 	4,177	  
	 033756
		YUMA #2-26		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		26-4N-15E		201109		 	6,581	  
	 034664
		YUMA #3-26		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		26-4N-15E		201109		 	1,347	  
	 034730
		YUMA #4-26		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		26-4N-15E		201109		 	1,425	  
	 034840
		YUMA #6-26		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		26-4N-15E		201109		 	2,585	  
	 005364
		ZOLLINGER #1-10		QUAIL OIL & GAS		PRODUCING WELL		OKLAHOMA		HARPER		10-26N-24W		201108		 	(3	) 
	 005167
		ZOLLINGER, GEBHARDT #2-10		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		HARPER		10-26N-24W		201105		 	(4,275	) 
	 006742
		ZYBACH 1-13		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		WHEELER		13 CAMP CO. SCHOOL LAND		201109		 	315	  
		 		 		 		 		 		 		 		 	  
	  
	 
	 TOTAL NET IMBALANCE
												 	11,849,354	  
		 		 		 		 		 		 		 		 	  
	  
	 








 Schedule 8.19 

Closing Date Marketing Agreements 
  

							
	 Samson Contract No.
	 	 Counterparty
	 	 Field/Area/Service
	 	 Term

	 005885
	 	DCP Midstream	 	 Midcontinent Gas Sales

Agreement
	 	09/17/85 – 9/17/95 (Y2Y)








 Schedule 8.20 

Closing Date Hedge Agreements 
 Existing
Agreements: 
 1. ISDA Master Agreement, dated as of the Closing Date, by and between JPMorgan Chase Bank, N.A. and Samson Investment Company. 

2. ISDA Master Agreement, dated as of the Closing Date, by and between Bank of Montreal and Samson Investment Company. 

3. ISDA Master Agreement, dated as of the Closing Date, by and between Wells Fargo Bank Texas NA and Samson Investment Company. 

4. ISDA Master Agreement, dated as of the Closing Date, by and between Barclays Bank PLC and Samson Investment Company. 

5. ISDA Master Agreement, dated as of July 3, 2009, by and between Compass Bank and Samson Investment Company. 

6. ISDA Master Agreement, dated as of March 31, 2011, by and between Macquarie Bank Limited and Samson Investment Company. 

7. ISDA Master Agreement, dated as of October 13, 2000, by and between BNP Paribas and Samson Investment Company. 

8. ISDA Master Agreement, dated as of August 13, 2003, by and between The Bank of Nova Scotia and Samson Investment Company. 

Existing Trades: See Attached 








															
	 Counterparty

Confirmation
 No.
	 	 Contract

Period
	 	 Transaction

Date
	 	 Counterparty
	 	Volume
Sold (Bought)
MMBtu/d	 	 	Contract
    Transaction    
Price	 
			
	BASIS SWAPS	 				 			
			
	PANHANDLE EASTERN PIPE LINE CO. - TEXAS, OKLAHOMA (MAINLINE)	 				 			
						
	 360711
	 	Cal 12	 	05/14/08	 	Bank of Montreal	 	 	10,000	  	 	($	0.6300	) 
	 360761
	 	Cal 12	 	05/14/08	 	Bank of Montreal	 	 	10,000	  	 	($	0.6250	) 
	 360889
	 	Cal 12	 	05/15/08	 	Bank of Montreal	 	 	10,000	  	 	($	0.6250	) 
			
	EL PASO NATURAL GAS CO. - SAN JUAN	 				 			
						
	 HH58697080
	 	Cal 12	 	08/05/11	 	Macquarie	 	 	10,000	  	 	($	0.2200	) 
	 226662
	 	Cal 12	 	OS/26/09	 	Paribas	 	 	10,000	  	 	($	0.7000	) 
			
	COLUMBIA GULF TRANSMISSION CO. - MAINLINE	 				 			
				
	HOUSTON SHIP CHANNEL	 		 				 			
						
	 1795373
	 	Nov 11 - Mar 12	 	11/25/09	 	Paribas	 	 	10,000	  	 	($	0.1650	) 
	 1731420
	 	Nov 11 - Mar 12	 	11/04/09	 	Paribas	 	 	10,000	  	 	($	0.2400	) 
	 1732180
	 	Nov 11 - Mar 12	 	11/04/09	 	Paribas	 	 	10,000	  	 	($	0.2350	) 
	 230901
	 	Apr 12 - Oct 12	 	06/27/11	 	Bank of Montreal	 	 	10,000	  	 	($	0.0475	) 
	 3128352
	 	Apr 12 - Oct 12	 	06/24/11	 	Paribas	 	 	10,000	  	 	($	0.0500	) 
			
	NATURAL GAS NYMEX SWAPS	 				 			
						
	 36736341
	 	Nov 11 - Mar 12	 	10104/10	 	JP Morgan	 	 	10,000	  	 	$	5.1225	  
	 91474
	 	Nov 11 - Mar 12	 	10/05/10	 	Scotia Capital	 	 	10,000	  	 	$	5.1400	  
	 N1614232
	 	Nov 11 - Mar 12	 	10105/10	 	Wells Fargo	 	 	10,000	  	 	$	5.1400	  
	 183512
	 	Cal 12	 	08/03/10	 	Bank of Montreal	 	 	5,000	  	 	$	5.5150	  
	 199053
	 	Cal 12	 	11/08/10	 	Bank of Montreal	 	 	10,000	  	 	$	4.9900	  
	 199432
	 	Cal 12	 	11/09/10	 	Bank of Montreal	 	 	10,000	  	 	$	5.0500	  
	 35895942
	 	Cal 12	 	07/27/10	 	JP Morgan	 	 	10,000	  	 	$	5.4850	  
	 35980864
	 	Cal 12	 	08/03/10	 	JP Morgan	 	 	10,000	  	 	$	5.5150	  
	 2584267
	 	Cal 12	 	08/03/10	 	Paribas	 	 	5,000	  	 	$	5.5150	  
	 2779654
	 	Cal 12	 	11/08/10	 	Paribas	 	 	10,000	  	 	$	4.9950	  
	 2778946
	 	Cal 12	 	11/08/10	 	Paribas	 	 	10,000	  	 	$	5.0200	  
	 2779340
	 	Cal 12	 	11/08/10	 	Paribas	 	 	10,000	  	 	$	5.0250	  
	 N1701983
	 	Cal 12	 	11/08/10	 	Wells Fargo	 	 	10,000	  	 	$	4.9900	  
	 36736344
	 	Apr 12 - Oct 12	 	10104/10	 	JP Morgan	 	 	10,000	  	 	$	5.0000	  
	 36742626
	 	Apr 12 - Oct 12	 	10/05/10	 	JP Morgan	 	 	10,000	  	 	$	5.0200	  
	 194427
	 	Nov 12	 	10108/10	 	Bank of Montreal	 	 	10,000	  	 	$	5.3700	  
	 194426
	 	Dec 12	 	10/08/10	 	Bank of Montreal	 	 	10,000	  	 	$	5.6000	  
	 94129
	 	Dec 12	 	10108/10	 	Scotia Capital	 	 	10,000	  	 	$	5.6000	  
	
	 *  Multiple month swap prices shown above are period averages of the actual monthly prices of the actual
transaction. Please refer to individual confirmations for actual shaping.
	       

			
	CRUDE OIL CALENDAR MONTH AVERAGE SWAPS	 				 			
						
	 165610
	 	Cal 11	 	03/26/10	 	Bank of Montreal	 	 	1,000	  	 	$	84.0000	  
	 170635
	 	Cal 11	 	04/26/10	 	Bank of Montreal	 	 	500	  	 	$	92.4000	  
	 171822
	 	Cal 11	 	05/03/10	 	Bank of Montreal	 	 	500	  	 	$	94.3500	  
	 183001
	 	Cal 11	 	08/02/10	 	Bank of Montreal	 	 	500	  	 	$	85.0200	  
	 126402
	 	Cal 11	 	11/18/09	 	Bank of Montreal	 	 	1,000	  	 	$	87.5000	  
	 344280
	 	Cal 11	 	11/20/07	 	Bank of Montreal	 	 	250	  	 	$	83.3500	  
	 165828
	 	Cal 11	 	03/29/10	 	Bank of Montreal	 	 	1,000	  	 	$	84.0000	  
	 33166433
	 	Cal 11	 	01/06/10	 	JP Morgan	 	 	500	  	 	$	89.6000	  
	 34299800
	 	Cal 11	 	04/05/10	 	JP Morgan	 	 	1,000	  	 	$	88.9000	  


  
 Page 1 of 5 









															
	 Counterparty
Confirmation

No.
	 	 Contract

Period
	 	 Transaction

Date
	 	 Counterparty
	 	Volume
Sold (Bought)
MMBtu/d	 	 	Contract
    Transaction    
Price	 
	 34779311
	 	Cal 11	 	05/03/10	 	JP Morgan	 	 	500	  	 	$	94.3000	  
	 36742917
	 	Cal 11	 	10105/10	 	JP Morgan	 	 	500	  	 	$	85.9000	  
	 32673811
	 	Cal 11	 	11/18/09	 	JP Morgan	 	 	1,000	  	 	$	87.4500	  
	 11685024
	 	Cal 11	 	11/20107	 	JP Morgan	 	 	250	  	 	$	83.3500	  
	 34505248
	 	Cal 11	 	04/15/10	 	JP Morgan	 	 	500	  	 	$	91.3000	  
	 2735110
	 	Cal 11	 	10105/10	 	Paribas	 	 	500	  	 	$	86.1000	  
	 1748419
	 	Cal 11	 	11/10109	 	Paribas	 	 	1,000	  	 	$	86.6000	  
	 73524
	 	Cal 11	 	08/04/10	 	Scotia Capital	 	 	500	  	 	$	86.5500	  
	 91174
	 	Cal 11	 	10105/10	 	Scotia Capital	 	 	500	  	 	$	86.0000	  
	 91177
	 	Cal 11	 	10105/10	 	Scotia Capital	 	 	500	  	 	$	86.1000	  
	 37559686
	 	Jul 11 - Dec 11	 	12/07/10	 	JP Morgan	 	 	1,000	  	 	$	91.2500	  
	 236807
	 	Sep 11 - Dec 11	 	08/05/11	 	Bank of Montreal	 	 	(1,000	) 	 	$	86.2000	  
	 236751
	 	Sep 11 - Dec 11	 	08/05/11	 	Bank of Montreal	 	 	(500	) 	 	$	87.4500	  
	 41499894
	 	Sep 11 - Dec 11	 	08/05/11	 	JP Morgan	 	 	(500	) 	 	$	87.5000	  
	 217423
	 	Sep 11 - Dec 11	 	08/05/11	 	Scotia Capital	 	 	(500	) 	 	$	86.9700	  
	 204823
	 	Cal 12	 	01/03/11	 	Bank of Montreal	 	 	500	  	 	$	94.0100	  
	 165829
	 	Cal 12	 	03/29/10	 	Bank of Montreal	 	 	1,000	  	 	$	84.9500	  
	 168457
	 	Cal 12	 	04/15/10	 	Bank of Montreal	 	 	500	  	 	$	92.2500	  
	 171075
	 	Cal 12	 	04/29/10	 	Bank of Montreal	 	 	500	  	 	$	93.5000	  
	 172666
	 	Cal 12	 	05/10/10	 	Bank of Montreal	 	 	1,000	  	 	$	89.5500	  
	 183002
	 	Cal 12	 	08/02/10	 	Bank of Montreal	 	 	500	  	 	$	86.6000	  
	 183686
	 	Cal 12	 	08/04/10	 	Bank of Montreal	 	 	500	  	 	$	88.0000	  
	 183703
	 	Cal 12	 	08/04/10	 	Bank of Montreal	 	 	500	  	 	$	88.0800	  
	 236806
	 	Cal 12	 	08/05/11	 	Bank of Montreal	 	 	(1,000	) 	 	$	89.6000	  
	 237599
	 	Cal 12	 	08/08/11	 	Bank of Montreal	 	 	(1,000	) 	 	$	86.6000	  
	 237381
	 	Cal 12	 	08/08/11	 	Bank of Montreal	 	 	(500	) 	 	$	88.6000	  
	 193953
	 	Cal 12	 	10105/10	 	Bank of Montreal	 	 	1,000	  	 	$	89.0000	  
	 194094
	 	Cal 12	 	10106/10	 	Bank of Montreal	 	 	500	  	 	$	89.0000	  
	 34299876
	 	Cal 12	 	04/05/10	 	JP Morgan	 	 	1,000	  	 	$	89.5000	  
	 34873461
	 	Cal 12	 	05/06/10	 	JP Morgan	 	 	1,000	  	 	$	89.5500	  
	 34876370
	 	Cal 12	 	05/06/10	 	JP Morgan	 	 	1,000	  	 	$	90.0000	  
	 36756907
	 	Cal 12	 	10105/10	 	JP Morgan	 	 	500	  	 	$	88.9000	  
	 1881908
	 	Cal 12	 	01/06/10	 	Paribas	 	 	1,000	  	 	$	90.0000	  
	 1884872
	 	Cal 12	 	01/06/10	 	Paribas	 	 	500	  	 	$	91.1500	  
	 242963
	 	Cal 12	 	03/29/10	 	Paribas	 	 	1,000	  	 	$	84.9000	  
	 3198794
	 	Cal 12	 	08/05/11	 	Paribas	 	 	(1,000	) 	 	$	90.4000	  
	 3198523
	 	Cal 12	 	08/05/11	 	Paribas	 	 	(500	) 	 	$	91.1000	  
	 130028
	 	Cal 12	 	01/03/11	 	Scotia Capital	 	 	500	  	 	$	94.2000	  
	 217810
	 	Cal 12	 	08/08/11	 	Scotia Capital	 	 	(500	) 	 	$	88.6000	  
	 259103
	 	Cal 12	 	11/08/11	 	Bank of Montreal	 	 	1,000	  	 	$	95.0000	  
	 259091
	 	Cal 12	 	11/08/11	 	Bank of Montreal	 	 	1,000	  	 	$	95.0200	  
	 259061
	 	Cal 12	 	11/08/11	 	Bank of Montreal	 	 	1,000	  	 	$	95.4000	  
	 259060
	 	Cal 12	 	11/08/11	 	Bank of Montreal	 	 	1,000	  	 	$	95.4000	  
	 259054
	 	Cal 12	 	11/08/11	 	Bank of Montreal	 	 	1,000	  	 	$	95.5700	  
	 259053
	 	Cal 12	 	11/08/11	 	Bank of Montreal	 	 	1,000	  	 	$	95.6800	  
	 208182
	 	Cal 13	 	01/26/11	 	Bank of Montreal	 	 	500	  	 	$	95.5700	  
	 172985
	 	Cal 13	 	05/11/10	 	Bank of Montreal	 	 	1,000	  	 	$	90.8000	  
	 236783
	 	Cal 13	 	08/05/11	 	Bank of Montreal	 	 	(1,000	) 	 	$	93.1500	  
	 236776
	 	Cal 13	 	08/05/11	 	Bank of Montreal	 	 	(500	) 	 	$	93.5500	  
	 236771
	 	Cal 13	 	08/05/11	 	Bank of Montreal	 	 	(1,000	) 	 	$	93.5700	  
	 193900
	 	Cal 13	 	10105/10	 	Bank of Montreal	 	 	500	  	 	$	89.0500	  
	 193901
	 	Cal 13	 	10105/10	 	Bank of Montreal	 	 	500	  	 	$	89.1500	  
	 193952
	 	Cal 13	 	10105/10	 	Bank of Montreal	 	 	500	  	 	$	89.6000	  
	 198357
	 	Cal 13	 	11/04/10	 	Bank of Montreal	 	 	500	  	 	$	90.6500	  
	 198895
	 	Cal 13	 	11/05/10	 	Bank of Montreal	 	 	500	  	 	$	90.9000	  
	 37806240
	 	Cal 13	 	01/03/11	 	JP Morgan	 	 	1,000	  	 	$	93.0000	  
	 37798683
	 	Cal 13	 	01/03/11	 	JP Morgan	 	 	1,000	  	 	$	93.2000	  
	 38201808
	 	Cal 13	 	01/26/11	 	JP Morgan	 	 	500	  	 	$	95.5000	  


  
 Page 2 of 5 









															
	 Counterparty
Confirmation

No.
	 	 Contract

Period
	 	 Transaction

Date
	 	 Counterparty
	 	Volume
Sold (Bought)
MMBtu/d	 	 	Contract
    Transaction    
Price	 
	 34874001
	 	Cal 13	 	05/06/10	 	JP Morgan	 	 	1,000	  	 	$	90.8000	  
	 34875094
	 	Cal 13	 	05/06/10	 	JP Morgan	 	 	1,000	  	 	$	91.0000	  
	 41541880
	 	Cal 13	 	08/08/11	 	JP Morgan	 	 	(500	) 	 	$	90.0000	  
	 41541945
	 	Cal 13	 	08/08/11	 	JP Morgan	 	 	(500	) 	 	$	90.3500	  
	 41527111
	 	Cal 13	 	08/08/11	 	JP Morgan	 	 	(1,000	) 	 	$	91.4000	  
	 36717923
	 	Cal 13	 	10101/10	 	JP Morgan	 	 	500	  	 	$	89.0500	  
	 36750014
	 	Cal 13	 	10105/10	 	JP Morgan	 	 	500	  	 	$	89.0600	  
	 36756108
	 	Cal 13	 	10105/10	 	JP Morgan	 	 	500	  	 	$	89.6500	  
	 36755655
	 	Cal 13	 	10105/10	 	JP Morgan	 	 	500	  	 	$	89.7000	  
	 2735341
	 	Cal 13	 	10105/10	 	Paribas	 	 	500	  	 	$	89.1500	  
	 2777008
	 	Cal 13	 	11/05/10	 	Paribas	 	 	500	  	 	$	91.0000	  
	 109895
	 	Cal 13	 	11/04/10	 	Scotia Capital	 	 	500	  	 	$	90.7000	  
	 43254956
	 	Cal 13	 	11/08/11	 	JP Morgan	 	 	1,000	  	 	$	92.9500	  
	 43247985
	 	Cal 13	 	11/08/11	 	JP Morgan	 	 	1,000	  	 	$	93.3500	  
	 259055
	 	Cal 13	 	11/08/11	 	Bank of Montreal	 	 	1,000	  	 	$	93.4300	  
	 43247003
	 	Cal 13	 	11/08/11	 	JP Morgan	 	 	1,000	  	 	$	93.5500	  
	 236779
	 	Cal 14	 	08/05/11	 	Bank of Montreal	 	 	(500	) 	 	$	94.4000	  
	 236777
	 	Cal 14	 	08/05/11	 	Bank of Montreal	 	 	(500	) 	 	$	94.5500	  
	 194810
	 	Cal 14	 	10/13/10	 	Bank of Montreal	 	 	1,000	  	 	$	90.2000	  
	 37975323
	 	Cal 14	 	01/12/11	 	JP Morgan	 	 	1,000	  	 	$	94.5200	  
	 41502512
	 	Cal 14	 	08/05/11	 	JP Morgan	 	 	(500	) 	 	$	94.5500	  
	 36756820
	 	Cal 14	 	10105/10	 	JP Morgan	 	 	500	  	 	$	90.2500	  
	 36769330
	 	Cal 14	 	10/06/10	 	JP Morgan	 	 	500	  	 	$	90.3500	  
	 37143730
	 	Cal 14	 	11/04/10	 	JP Morgan	 	 	500	  	 	$	90.7000	  
	 37152467
	 	Cal 14	 	11/04/10	 	JP Morgan	 	 	500	  	 	$	90.8000	  
	 37139304
	 	Cal 14	 	11/04/10	 	JP Morgan	 	 	500	  	 	$	91.0100	  
	 217809
	 	Cal 14	 	08/08/11	 	Scotia Capital	 	 	(500	) 	 	$	93.4000	  
	 96923
	 	Cal 14	 	10/13/10	 	Scotia Capital	 	 	500	  	 	$	90.2500	  
	 236787
	 	Cal 15	 	08/05/11	 	Bank of Montreal	 	 	(500	) 	 	$	94.6500	  
	 37975537
	 	Cal 15	 	01/12/11	 	JP Morgan	 	 	1,000	  	 	$	94.5500	  
	 41506371
	 	Cal 15	 	08/05/11	 	JP Morgan	 	 	(500	) 	 	$	94.4000	  
	 41503633
	 	Cal 15	 	08/05/11	 	JP Morgan	 	 	(500	) 	 	$	94.6500	  
	 36867762
	 	Cal 15	 	10/13/10	 	JP Morgan	 	 	1,000	  	 	$	91.1500	  
	 37171986
	 	Cal 15	 	11/05/10	 	JP Morgan	 	 	500	  	 	$	91.3000	  
	 37172114
	 	Cal 15	 	11/05/10	 	JP Morgan	 	 	500	  	 	$	91.3000	  
	 37183889
	 	Cal 15	 	11/08/10	 	JP Morgan	 	 	500	  	 	$	91.3500	  
	 37184141
	 	Cal 15	 	11/08/10	 	JP Morgan	 	 	500	  	 	$	91.4000	  
	 37186287
	 	Cal 15	 	11/08/10	 	JP Morgan	 	 	500	  	 	$	91.6000	  
	 37191983
	 	Cal 15	 	11/08/10	 	JP Morgan	 	 	500	  	 	$	91.7500	  
			
	POST NOVEMBER 22. 2011 HEDGING	 				 			
			
	NATURAL GAS NYMEX SWAPS - POST NOVEMBER 22, 2011	 				 			
						
		 	Jan 12	 	12/13/11	 	JP Morgan	 	 	35,145	  	 	$	4.2180	  
		 	Feb 12	 	12/13/11	 	JP Morgan	 	 	36,848	  	 	$	4.2180	  
		 	Mar 12	 	12113/11	 	JP Morgan	 	 	32,445	  	 	$	4.2180	  
		 	Apr 12	 	12/13/11	 	JP Morgan	 	 	33,773	  	 	$	4.2180	  
		 	May 12	 	12/13/11	 	JP Morgan	 	 	31,252	  	 	$	4.2180	  
		 	Jun 12	 	12/13/11	 	JP Morgan	 	 	31,713	  	 	$	4.2180	  
		 	Jul 12	 	12/13/11	 	JP Morgan	 	 	29,523	  	 	$	4.2180	  
		 	Aug 12	 	12/13/11	 	JP Morgan	 	 	28,761	  	 	$	4.2180	  
		 	Sep 12	 	12/13/11	 	JP Morgan	 	 	29,347	  	 	$	4.2180	  
		 	Oct 12	 	12/13/11	 	JP Morgan	 	 	27,355	  	 	$	4.2180	  
		 	Nov 12	 	12/13/11	 	JP Morgan	 	 	28,943	  	 	$	4.2180	  
		 	Dec 12	 	12113/11	 	JP Morgan	 	 	26,065	  	 	$	4.2180	  
		 	Jan 13	 	12/13/11	 	JP Morgan	 	 	36,468	  	 	$	4.2180	  
		 	Feb 13	 	12/13/11	 	JP Morgan	 	 	39,754	  	 	$	4.2180	  


  
 Page 3 of 5 









															
	 Counterparty
Confirmation

No.
	 	 Contract

Period
	 	 Transaction

Date
	 	 Counterparty
	 	Volume
Sold (Bought)
MMBtu/d	 	 	Contract
    Transaction    
Price	 
		 	Mar 13	 	12/13/11	 	JP Morgan	 	 	35,365	  	 	$	4.2180	  
		 	Apr 13	 	12/13/11	 	JP Morgan	 	 	35,990	  	 	$	4.2180	  
		 	May 13	 	12/13/11	 	JP Morgan	 	 	34,339	  	 	$	4.2180	  
		 	Jun 13	 	12/13/11	 	JP Morgan	 	 	35,003	  	 	$	4.2180	  
		 	Jul 13	 	12/13/11	 	JP Morgan	 	 	33,429	  	 	$	4.2180	  
		 	Aug 13	 	12/13/11	 	JP Morgan	 	 	33,006	  	 	$	4.2180	  
		 	Sep 13	 	12113/11	 	JP Morgan	 	 	33,677	  	 	$	4.2180	  
		 	Oct 13	 	12/13/11	 	JP Morgan	 	 	32,223	  	 	$	4.2180	  
		 	Nov 13	 	12/13/11	 	JP Morgan	 	 	32,920	  	 	$	4.2180	  
		 	Dec 13	 	12/13/11	 	JP Morgan	 	 	31,461	  	 	$	4.2180	  
		 	Jan 14	 	12/13/11	 	JP Morgan	 	 	31,074	  	 	$	4.2180	  
		 	Feb 14	 	12/13/11	 	JP Morgan	 	 	33,975	  	 	$	4.2180	  
		 	Mar 14	 	12/13/11	 	JP Morgan	 	 	30,245	  	 	$	4.2180	  
		 	Apr 14	 	12/13/11	 	JP Morgan	 	 	30,863	  	 	$	4.2180	  
		 	May 14	 	12/13/11	 	JP Morgan	 	 	29,523	  	 	$	4.2180	  
		 	Jun 14	 	12/13/11	 	JP Morgan	 	 	30,163	  	 	$	4.2180	  
		 	Jul 14	 	12/13/11	 	JP Morgan	 	 	28,865	  	 	$	4.2180	  
		 	Aug 14	 	12113/11	 	JP Morgan	 	 	28,539	  	 	$	4.2180	  
		 	Sep 14	 	12/13/11	 	JP Morgan	 	 	29,170	  	 	$	4.2180	  
		 	Oct 14	 	12/13/11	 	JP Morgan	 	 	27,923	  	 	$	4.2180	  
		 	Nov 14	 	12/13/11	 	JP Morgan	 	 	28,550	  	 	$	4.2180	  
		 	Dec 14	 	12/13/11	 	JP Morgan	 	 	27,342	  	 	$	4.2180	  
		 	Jan 15	 	12/13/11	 	JP Morgan	 	 	27,061	  	 	$	4.2180	  
		 	Feb 15	 	12/13/11	 	JP Morgan	 	 	29,654	  	 	$	4.2180	  
		 	Mar 15	 	12113/11	 	JP Morgan	 	 	26,506	  	 	$	4.2180	  
		 	Apr 15	 	12113/11	 	JP Morgan	 	 	27,110	  	 	$	4.2180	  
		 	May 15	 	12113/11	 	JP Morgan	 	 	25,984	  	 	$	4.2180	  
		 	Jun 15	 	12/13/11	 	JP Morgan	 	 	26,603	  	 	$	4.2180	  
		 	Jul 15	 	12113/11	 	JP Morgan	 	 	25,503	  	 	$	4.2180	  
		 	Aug 15	 	12/13/11	 	JP Morgan	 	 	25,245	  	 	$	4.2180	  
		 	Sep 15	 	12113/11	 	JP Morgan	 	 	25,827	  	 	$	4.2180	  
		 	Oct 15	 	12/13/11	 	JP Morgan	 	 	24,742	  	 	$	4.2180	  
		 	Nov 15	 	12/13/11	 	JP Morgan	 	 	25,310	  	 	$	4.2180	  
		 	Dec 15	 	12/13/11	 	JP Morgan	 	 	24,239	  	 	$	4.2180	  
		 	Jan 16	 	12/13/11	 	JP Morgan	 	 	23,990	  	 	$	4.2180	  
		 	Feb 16	 	12/13/11	 	JP Morgan	 	 	25,372	  	 	$	4.2180	  
		 	Mar 16	 	12/13/11	 	JP Morgan	 	 	23,487	  	 	$	4.2180	  
		 	Apr 16	 	12/13/11	 	JP Morgan	 	 	24,020	  	 	$	4.2180	  
		 	May 16	 	12/13/11	 	JP Morgan	 	 	23,013	  	 	$	4.2180	  
		 	Jun 16	 	12113/11	 	JP Morgan	 	 	23,547	  	 	$	4.2180	  
		 	Jul 16	 	12/13/11	 	JP Morgan	 	 	22,568	  	 	$	4.2180	  
		 	Aug 16	 	12/13/11	 	JP Morgan	 	 	22,352	  	 	$	4.2180	  
		 	Sep 16	 	12/13/11	 	JP Morgan	 	 	22,880	  	 	$	4.2180	  
		 	Oct 16	 	12113/11	 	JP Morgan	 	 	21,935	  	 	$	4.2180	  
		 	Nov 16	 	12/13/11	 	JP Morgan	 	 	22,453	  	 	$	4.2180	  
		 	Dec 16	 	12/13/11	 	JP Morgan	 	 	21,529	  	 	$	4.2180	  
			
	CRUDE OIL CALENDAR MONTH AVERAGE SWAPS - POST NOVEMBER 22,2011	 				 			
						
	 N2798827
	 	Cal 13	 	11/29/11	 	Wells Fargo	 	 	1,000	  	 	$	93.5000	  
	 N2798888
	 	Jul 13 - Dec 13	 	11/29/11	 	Wells Fargo	 	 	1,000	  	 	$	92.3000	  
	 N2799392
	 	Jul 13 - Dec 13	 	11/29/11	 	Wells Fargo	 	 	500	  	 	$	92.4500	  
	 265463
	 	Cal 14	 	11/29/11	 	Bank of Montreal	 	 	1,000	  	 	$	90.4800	  
	 43676438
	 	Cal 14	 	11/29/11	 	JP Morgan	 	 	1,000	  	 	$	90.7000	  
	 265910
	 	Cal 14	 	11/30/11	 	Bank of Montreal	 	 	500	  	 	$	91.0000	  
	 265782
	 	Cal 14	 	11/30/11	 	Bank of Montreal	 	 	1,000	  	 	$	91.1000	  
	 43692371
	 	Cal 14	 	11/30/11	 	JP Morgan	 	 	1,000	  	 	$	91.0200	  


  
 Page 4 of 5 









															
	 Counterparty
Confirmation

No.
	 	 Contract

Period
	 	 Transaction

Date
	 	 Counterparty
	 	Volume
Sold (Bought)
MMBtu/d	 	 	Contract
    Transaction    
Price	 
	 43691369
	 	Cal 14	 	11/30/11	 	JP Morgan	 	 	1,000	  	 	$	91.0500	  
	 43691340
	 	Cal 14	 	11/30/11	 	JP Morgan	 	 	1,000	  	 	$	91.2400	  
	 N2802862
	 	Cal 14	 	11/30/11	 	Wells Fargo	 	 	500	  	 	$	91.0500	  
	 N2802822
	 	Cal 14	 	11/30/11	 	Wells Fargo	 	 	500	  	 	$	91.1500	  


  
 Page 5 of 5 








 Schedule 9.9 

Closing Date Affiliate Transactions 

Consulting Agreement, dated as of the Closing Date, among Kohlberg Kravis Roberts & Co. L.P., NGP Energy Capital Management, L.L.C., Crestview
Advisors, L.L.C. and JD Rockies Resources Limited, and Samson Resources Corporation. 







 Schedule 9.13(b) 

Further Assurances 
 None. 







 Schedule 10.1 

Closing Date Indebtedness 
 Senior
Redeemable Preferred Stock (as defined in the Stock Purchase Agreement). 







 Schedule 10.2 

Closing Date Liens 
 None. 







 Schedule 10.4 

Scheduled Dispositions 
 None. 







 Schedule 10.5 

Closing Date Investments 
 The list of
Subsidiaries set forth on Schedule 8.12 is incorporated herein by reference. 







 Schedule 10.8 

Closing Date Negative Pledge Agreements 

None. 







 Schedule 13.2 

Notice Addresses 
  

					
	 Entity
	  	 Notice Addresses

	Borrower:	  	Samson Investment Company
		  	Samson Plaza
		  	Two West Second Street
		  	Tulsa, Oklahoma 74103
			
		  	Contact Name:	  	Michael G. Daniel
		  		  	Vice President – General Counsel
		  	Facsimile number:	  	918-591-7007
		  	Email:	  	mdaniel@samson.com
		  	Telephone number:	  	918-591-1007
			
		  	With copy to:	  	
			
		  	Contact Name:	  	Judy Hughes
		  		  	Assistant Treasurer
		  	Facsimile number:	  	918-591-7916
		  	Email:	  	jhughes@samson.com
		  	Telephone number:    	  	918-591-1916
			
		  	And with copy to:	  	
		
		  	Kohlberg Kravis Roberts & Co. L.P.
		  	9 W. 57th St., Suite 4200
		  	New York, New York 10019
			
		  	Contact Name:	  	Jonathan D. Smidt
		  	Facsimile number:	  	212-750-0003
		  	Email:	  	SmidJ@KKR.com
		  	Telephone number:	  	212-750-8300
		
	Administrative Agent:    	  	JPMorgan Chase Bank, N.A.
		  	10 South Dearborn, Floor 07
		  	Chicago , IL 60603	  	
			
		  	Contact Name:	  	Nan Wilson
		  	Facsimile number:	  	1-888-292-9533
		  	Email:	  	nanette.wilson@jpmchase.com
		  	Telephone number:	  	312-385-7084









					
	Collateral Agent:		JPMorgan Chase Bank, N.A.
			10 South Dearborn, Floor 07
			Chicago , IL 60603		
			
			Contact Name:		Nan Wilson
			Facsimile number:		1-888-292-9533
			Email:		nanette.wilson@jpmchase.com
			Telephone number:		312-385-7084
		
	Swingline Lender:		JPMorgan Chase Bank, N.A.
			10 South Dearborn, Floor 07
			Chicago , IL 60603		
			
			Contact Name:		Nan Wilson
			Facsimile number:		1-888-292-9533
			Email:		nanette.wilson@jpmchase.com
			Telephone number:		312-385-7084
		
	Letter of Credit Issuer:		JPMorgan Chase Bank, N.A.
			10 South Dearborn, Floor 07
			Chicago , IL 60603		
			
			Contact Name:		Cristie Picowicz
			Facsimile number:		1-888-292-9533
			Email:		cristie.m.pisowicz@chase.com
			Telephone number:		312-732-9519








 EXHIBIT A 

FORM OF RESERVE REPORT CERTIFICATE 

This Reserve Report Certificate (this “Certificate”), dated as of
            , 201[ ], relates to the Reserve Report dated as of [December 31][June 30] [other date in case of Interim Redetermination], 201[ ] delivered pursuant to Section 9.14 [(a)]
[(b)] of that certain Credit Agreement dated as of December 21, 2011 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Samson Investment Company, a Nevada
corporation (the “Borrower”), the lenders from time to time party thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent, Swingline Lender, and a Letter of Credit Issuer, and
each other Letter of Credit Issuer from time to time party thereto. Each capitalized term used herein having the same meaning given to it in the Credit Agreement unless otherwise specified. The undersigned certifies he/she is an Authorized Officer
and, on behalf of the Borrower, certifies that in all material respects: 
 (a) [in the case of Reserve Reports prepared by or under the
supervision of the chief engineer of the Borrower or by the Borrower (other than June 30 Reserve Reports)] such Reserve Report has been prepared, except as set forth in an exhibit to such certificate or otherwise specified herein, in accordance
with the procedures used in the immediately preceding June 30 Reserve Report [or the Initial Reserve Report, if no June 30 Reserve Report has been delivered], 

(b) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct in all
material respects, 
 (c) [except as set forth on Annex I hereto,] the Borrower or another Credit Party has good and defensible title to the
Borrowing Base Properties evaluated in such Reserve Report (other than those (i) Disposed of in compliance with Section 10.4 since delivery of such Reserve Report, (ii) leases that have expired in accordance with their terms and
(iii) with title defects disclosed in writing to the Administrative Agent) and such Borrowing Base Properties are free of all Liens except for Liens permitted by Section 10.2, 

(d) [except as set forth on Annex II hereto,] on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the
volume specified in Section 8.18 with respect to the Credit Parties’ Oil and Gas Property evaluated in such Reserve Report that would require the Borrower or any other Credit Party 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, 
 (e) none of the Borrowing Base
Properties have been Disposed since the date of the last Borrowing Base determination except those Borrowing Base Properties listed on such Certificate as having been Disposed, 

(f) Annex III sets forth a list of (i) all material marketing agreements (which are not cancellable on 60 days’ notice or less
without penalty or detriment) entered into subsequent to the later of the Closing Date and the most recently delivered Reserve Report for the sale of production of the Credit Parties’ Hydrocarbons at a fixed non-index price (including calls on,
or other rights to purchase, production, whether or not the same are currently being exercised) that (i) represent in respect of such agreements 2.5% or more of the Borrower’s average monthly production of Hydrocarbon volumes and
(ii) have a maturity date or expiry date of longer than six months from the last day of such fiscal year or period, as applicable and (ii) all Borrowing Base Properties evaluated by such Reserve Report that are 

  
 A-1 








 Collateral and demonstrating that the PV-9 of the Mortgaged Properties (calculated at the time of delivery of
such Reserve Report) meets the Collateral Coverage Minimum. 
 [Remainder of page intentionally left blank; signature page follows]


  
 A-2 








 EXECUTED AND DELIVERED as of the date first set forth above. 

 

			
	SAMSON INVESTMENT COMPANY
		
	By:		  

			Name:
			Title:



  
 Signature Page 

Samson Investment Company 
 Reserve
Report Certificate 








 EXHIBIT B 

FORM OF NOTICE OF BORROWING 

[Letterhead of Borrower] 

[Date] 1 

JPMorgan Chase Bank, N.A. 
 as Administrative Agent 

 

	Re:	Samson Investment Company Notice of Borrowing 

 Ladies and Gentlemen: 

This Notice of Borrowing is delivered to you pursuant to Section 2.3 of the Credit Agreement, dated as of December 21, 2011
(as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Samson Investment Company, a Nevada corporation (the “Borrower”), the lenders from time to
time party thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent, Swingline Lender, and a Letter of Credit Issuer, and each other Letter of Credit Issuer from time to time party thereto (such
terms and each other capitalized term used but not defined herein having the meaning provided in Section 1 of the Credit Agreement). 

The Borrower hereby requests that a Loan as follows: 

(i) Aggregate amount of the requested Loan is
$[                     ]; 

(ii) Date of such Borrowing is
[                     ], 201[     ]; 

(iii) Requested Borrowing is to be [an ABR Loan] [a LIBOR Loan][Swingline Loan]; 

(iv) In the case of a LIBOR Loan, the initial Interest Period applicable thereto is
[                     ];2 

(v) Amount of Borrowing Base in effect on the date hereof is
$[                     ]; 

(vi) Total Exposures on the date hereof (i.e., outstanding principal amount of Loans and total Letter of Credit Exposure) is
$[                     ]; 

(vii) Pro forma Total Exposures (giving effect to the requested Borrowing) is
$[                     ]; and 
  

 

	1 	Date of Notice of Borrowing: To be submitted (A) prior to 1:00 p.m. at least three Business Days’ prior to each Borrowing of Loans if such Loans are to be initially LIBOR Loans; (B) prior to 12:00 noon on
the date of each Borrowing of Loans that are to be ABR Loans; or (C) prior to 3:00 p.m. on the date of each Borrowing of Loans that are to be Swingline Loans. 


	2 	If no Interest Period is selected, the Borrower shall be deemed to have selected an Interest Period of one month’s duration. 


  
 B-1 








 (viii) Location and number of the Borrower’s account to which funds are to
be disbursed is as follows: 

[                       
                         ] 

[                       
                         ] 

[                       
                         ] 

[                       
                         ] 

[                       
                         ] 

The Borrower hereby represents and warrants that: 

(i) Each of the representations and warranties of the Credit Parties set forth in the Credit Documents are true and correct in
all material respects on and as of the date hereof, both before and after giving effect to the Loan requested hereby, unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in
all material respects as of such earlier date); and 
 (ii) No Default or Event of Default has occurred and is continuing
under the Credit Agreement. 
 [Remainder of page intentionally left blank; signature page follows] 

  
 B-2 








 IN WITNESS WHEREOF, the undersigned has duly executed this Notice of Borrowing by its authorized
representative as of the day and year first above written. 
  

			
	SAMSON INVESTMENT COMPANY
		
	By:		  

			Name:
			Title:



  
 Signature Page 

Samson Investment Company 
 Notice
of Borrowing 








 EXHIBIT C 

FORM OF LETTER OF CREDIT REQUEST 

[Letterhead of Borrower] 

[Date] 3 

[JPMorgan Chase Bank, N.A. 
 as Administrative Agent and a Letter
of Credit Issuer] 
 [[                    ],

 as a Letter of Credit Issuer 
  

	Re:	Samson Investment Company Letter of Credit Request 

 Ladies and Gentlemen: 

This Letter of Credit Request is delivered to you pursuant to Section 3.2 of the Credit Agreement, dated as of December 21,
2011 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Samson Investment Company, a Nevada corporation (the “Borrower”), the lenders from time
to time party thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent, Swingline Lender, and a Letter of Credit Issuer, and each other Letter of Credit Issuer from time to time party thereto
(such terms and each other capitalized term used but not defined herein having the meaning provided in Section 1 of the Credit Agreement). 

The Borrower hereby requests that a Letter of Credit be issued: 

(i) on [insert date of issuance] 

(ii) in the aggregate Stated Amount of
$[                    ]; 

(iii) in favor of [insert name and address of beneficiary]; 

(iv) which expires on [insert date at least five days prior to Maturity Date]; and 

(v) which specifies that a drawing may be made only in the event of the occurrence of the following conditions: [insert drawing
conditions] 
 The Borrower hereby represents and warrants that: 

(i) The Stated Amount of the Letter of Credit requested by this Letter of Credit Request shall not (x) when added to the
Letters of Credit Outstanding at this time, exceed the Letter of Credit Commitment now in effect or (y) cause the aggregate amount of the Lenders’ Total Exposures to exceed the Loan Limit now in effect. 

 
  

 

	3 	Date of Letter of Credit Request (prior to 1:00 p.m. at least two Business Days prior to the date of issuance or such lesser number as may be agreed by the Administrative Agent and the Letter of Credit Issuer).



  
 C-1 








 (ii) Each of the representations and warranties of the Credit Parties set forth
in the Credit Documents are true and correct in all material respects on and as of the date hereof, both before and after giving effect to the issuance of the Letter of Credit requested hereby, unless stated to relate to a specific earlier date, in
which case such representations and warranties shall be true and correct in all material respects as of such earlier date); and 

(iii) No Default or Event of Default has occurred and is continuing under the Credit Agreement. 

The undersigned hereby agrees that the Letter of Credit Issuer is expressly authorized to make such changes from the forms of
this Request as the Letter of Credit Issuer in its sole discretion may deem advisable, provided no such changes shall vary the principal terms hereof. 

[Remainder of page intentionally left blank; signature page follows] 

  
 C-2 








 IN WITNESS WHEREOF, the undersigned has duly executed this Letter of Credit Request by its
authorized representative as of the day and year first above written. 
  

			
	SAMSON INVESTMENT COMPANY
		
	By:		  

			Name:
			Title:



  
 Signature Page 

Samson Investment Company 
 Letter
of Credit Request 








 EXHIBIT D 

FORM OF GUARANTEE 

  
 D-1 








 EXECUTION VERSION 
  

 
  

GUARANTEE 
 made by

 each of the Guarantors 

from time to time party hereto 

in favor of 
 JPMORGAN
CHASE BANK, N.A., 
 as Collateral Agent 

Dated as of December 21, 2011 
  

 
  







 GUARANTEE 

GUARANTEE, dated as of December 21, 2011 (this “Guarantee”), is made by Samson Resources Corporation, a Delaware
corporation (“Holdings”) and each of the Restricted Subsidiaries of the Borrower that is a signatory hereto (Holdings and each of the other signatories hereto, together with any other Restricted Subsidiary of the Borrower that becomes a
party hereto from time to time after the date hereof, each, individually a “Guarantor” and, collectively, the “Guarantors”), in favor of JPMORGAN CHASE BANK, N.A., as collateral agent (in such capacity, together
with its successors in such capacity, the “Collateral Agent”) for the benefit of the Secured Parties. 
 WHEREAS, reference
is made to that certain Credit Agreement, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Samson Investment Company, a Nevada corporation, (the
“Borrower”), the banks, financial institutions and other lending institutions or entities from time to time party thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent,
Swingline Lender and a Letter of Credit Issuer, and each other Letter of Credit Issuer from time to time party thereto; 
 WHEREAS,
(a) pursuant to the Credit Agreement, among other things, the Lenders have severally agreed to make Loans to the Borrower (including Swingline Loans to be made by the Swingline Lender) and the Letter of Credit Issuers have agreed to issue
Letters of Credit for the account of the Borrower or the Restricted Subsidiaries upon the terms and subject to the conditions set forth therein, (b) one or more Cash Management Banks or Hedge Banks have or may from time to time enter into
Secured Cash Management Agreements or Secured Hedge Agreements with the Borrower and/or its Restricted Subsidiaries and (c) one or more Cash Management Banks have or may from time to time provide Cash Management Services pursuant to Secured
Cash Management Agreements to the Borrower and/or any of its Restricted Subsidiaries (clauses (a), (b), and (c), collectively, the “Extensions of Credit”); 

WHEREAS, the Borrower is a wholly-owned subsidiary of Holdings and each other Guarantor is a Domestic Subsidiary of the Borrower; 

WHEREAS, the proceeds of the Extensions of Credit will be used in part to enable the Borrower to make valuable transfers to the Guarantors in
connection with the operation of their respective businesses; 
 WHEREAS, each Guarantor acknowledges that it will derive substantial direct
and indirect benefit from the making of the Extensions of Credit; and 
 WHEREAS, it is a condition precedent to the obligations of the
Secured Parties to make their respective Extensions of Credit to the Borrower that the Guarantors shall have executed and delivered this Guarantee to the Collateral Agent for the ratable benefit of the Secured Parties; 

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, and to induce the Administrative Agent, the Collateral Agent, the Letter of Credit Issuers, the Swingline Lender and the Lenders to enter into the Credit Agreement and the Lenders (including the Swingline Lender) and the Letter of
Credit Issuers to make the Extensions of Credit to the Borrower under the Credit Agreement, to induce one or more Hedge Banks to enter into Secured Hedge Agreements with the Borrower and/or its Restricted Subsidiaries and to induce one or more Cash
Management Banks to provide Cash Management Services pursuant to Secured Cash Management Agreements with the Borrower and/or its Restricted Subsidiaries, the Guarantors hereby agree with the Collateral Agent, for the ratable benefit of the Secured
Parties, as follows: 

  
 -1- 








 SECTION 1. Definitions 

1.1 Defined Terms. 
 (a)
Unless otherwise defined herein, each term defined in the Credit Agreement and used herein (including terms used in the preamble and recitals hereto) shall have the meaning given to it in the Credit Agreement. 

(b) The rules of construction and other interpretive provisions specified in Sections 1.2, 1.5, 1.6 and 1.7 of the Credit Agreement shall apply
to this Guarantee, including terms defined in the preamble and recitals hereto. 
 (c) As used herein, “Guaranteed Transaction
Document” means the Credit Documents, any Secured Cash Management Agreement and any Secured Hedge Agreement. 
 (d) As used herein,
“Termination Date” means the date on which all Obligations are paid in full (other than Hedging Obligations under any Secured Hedging Agreements, Cash Management Obligations under any Secured Cash Management Agreements or contingent
indemnification obligations not then due) and the Total Commitment and all Letters of Credit are terminated (other than Letters of Credit that have been cash collateralized on terms reasonably satisfactory to each Letter of Credit Issuer in respect
thereof or back-stopped following the termination of the Commitments). 
 SECTION 2. Guarantee 

2.1 Guarantee. 
 (a)
Subject to the provisions of Section 2.1(b), each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Collateral Agent, for the ratable benefit of the Secured Parties, the prompt and
complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations (including any extensions, modifications, substitutions, amendments and renewals of any or all of such Obligations). 

(b) Anything herein or in any other Guaranteed Transaction Document to the contrary notwithstanding, the maximum liability of each Guarantor
hereunder and under the other Guaranteed Transaction Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under the Bankruptcy Code or any applicable federal and state Requirements of Law relating to fraudulent
conveyances, fraudulent transfers or the insolvency of debtors. 
 (c) To the extent that the Borrower would be required to make payments
pursuant to Section 13.5 of the Credit Agreement, each Guarantor further agrees to pay any and all expenses (including without limitation, all reasonable fees and disbursements of counsel) that may be paid or incurred by the Collateral Agent or
any other Secured Party in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such Guarantor under
this Guarantee. This Guarantee shall remain in full force and effect until the Termination Date, notwithstanding that from time to time prior thereto no amounts may be outstanding under the Guaranteed Transaction Documents. 

(d) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor
hereunder without impairing this Guarantee or affecting the rights and remedies of the Collateral Agent or any other Secured Party hereunder. 

  
 -2- 








 (e) No payment or payments made by the Borrower, any of the Guarantors, any other guarantor or
any other Person or received or collected by the Collateral Agent or any other Secured Party from the Borrower, any Guarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or
application at any time or from time to time in reduction of, or in payment of, the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder, which shall, notwithstanding any such payment or
payments (other than payments made by the Borrower or such Guarantor in respect of the Obligations or payments received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of
such Guarantor hereunder until the Termination Date. 
 (f) Each Guarantor agrees that whenever, at any time, or from time to time, it shall
make any payment to the Collateral Agent or any other Secured Party on account of its liability hereunder, it will notify the Collateral Agent in writing that such payment is made under this Guarantee for such purpose. 

(g) The Obligations of Holdings under this Guarantee are limited recourse obligations payable solely from the Collateral pledged by Holdings
pursuant to the Pledge Agreement and, following realization of the Collateral pledged by Holdings and the application thereof in accordance with this Guarantee and the Pledge Agreement, such Obligations of Holdings hereunder shall be extinguished
and shall not revive. None of Holdings’ shareholders, officers, members and directors shall be liable for any of the obligations or agreements or breach thereof or any covenant, representation or warranty of Holdings under this Guarantee, and
no recourse or action may be taken, directly or indirectly, with respect to any of the obligations or agreements or breach thereof or any covenant, representation or warranty of Holdings under this Guarantee against any of Holdings’
shareholders, officers, members or directors, except that the foregoing will not (i) prevent recourse to the Collateral pledged by Holdings pursuant to the Pledge Agreement for the sums due or to become due under any security, instrument or
agreement which is part of the Collateral, (ii) relieve any Person from (A) any liability for any unpaid consideration for stock, any unpaid capital contribution or any unpaid capital call or other similar obligation, (B) any
obligation, agreement or liability under any agreement or instrument other than Holdings’ shareholders, officers, members or directors in respect of the Guarantee hereunder by Holdings or (C) any liability resulting from such Person’s
bad faith, gross negligence or willful misconduct with respect to any obligation, agreement, covenant, representation or warranty under this Guarantee, (iii) affect service of process on Holdings or (iv) limit the obligations of any Credit
Party under any Credit Document to which it is a party. 
 2.2 Right of Contribution. Each Guarantor hereby agrees that to the extent
that a Guarantor shall have paid more than its proportionate share of any payment made hereunder (including by way of set-off rights being exercised against it), such Guarantor shall be entitled to seek and receive contribution from and against any
other Guarantor hereunder who has not paid its proportionate share of such payment. Each Guarantor’s right of contribution shall be subject to the terms and conditions of Section 2.4. The provisions of this Section 2.2
shall in no respect limit the obligations and liabilities of any Guarantor to the Collateral Agent and the other Secured Parties, and each Guarantor shall remain liable to the Collateral Agent and the other Secured Parties for the full amount
guaranteed by such Guarantor hereunder. 
 2.3 Right of Set-off. In addition to any rights and remedies of the Secured Parties
provided by applicable Requirements of Law, each Guarantor hereby irrevocably authorizes each Secured Party at any time and from time to time following the occurrence and during the continuance of any Event of Default, without notice to such
Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor, upon any amount becoming due and payable by such Guarantor hereunder (whether at stated maturity, by acceleration or otherwise), to set-off and appropriate
and apply against such amount 

  
 -3- 








 
any and all deposits (general or special, time or demand, provisional or final, but excluding deposits held by such Guarantor as a fiduciary for others), in any currency, and any other credits,
indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Secured Party to or for the credit or the account of such Guarantor. Each Secured Party
shall notify such Guarantor and the Collateral Agent promptly of any such set-off and the appropriation and application made by such Secured Party; provided that the failure to give such notice shall not affect the validity of such set-off
and appropriation and application. 
 2.4 No Subrogation. Notwithstanding any payment or payments made by any of the Guarantors
hereunder or any set-off or appropriation or application of funds of any of the Guarantors by any Secured Party, no Guarantor shall be entitled to be subrogated to any of the rights of the Collateral Agent or any other Secured Party against the
Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by any Secured Party for the payment of the Obligations until the Termination Date, nor shall any Guarantor seek or be entitled to seek any contribution
or reimbursement from the Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder until the Termination Date. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time prior to the
Termination Date, such amount shall be held by such Guarantor in trust for the Collateral Agent and the other Secured Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the
Collateral Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Collateral Agent, if required), to be applied against the Obligations, whether matured or unmatured, in accordance with Section 11 of the
Credit Agreement. 
 2.5 Amendments, etc. with respect to the Obligations; Waiver of Rights. Except for termination of a
Guarantor’s obligations hereunder as provided in Section 5.14, each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Guarantor and without notice to or further assent by
any Guarantor: (a) any demand for payment of any of the Obligations made by the Collateral Agent or any other Secured Party may be rescinded by such party and any of the Obligations continued; (b) the Obligations, or the liability of any
other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised,
waived, surrendered or released by the Collateral Agent or any other Secured Party (with the consent of the applicable Credit Parties where required by the terms hereof or thereof); (c) the Credit Agreement and the other Guaranteed Transaction
Documents and any other documents executed and delivered in connection therewith may be amended, modified, waived, supplemented or terminated, in whole or in part, in accordance with the terms of the applicable documents; and (d) any collateral
security, guarantee or right of offset at any time held by the Collateral Agent or any other Secured Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Collateral Agent nor any other Secured
Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Obligations or for this Guarantee or any property subject thereto. When making any demand hereunder against any of the
Guarantors, the Collateral Agent or any other Secured Party may, but shall be under no obligation to, make a similar demand on the Borrower or any other Guarantor or guarantor, and any failure by the Collateral Agent or any other Secured Party to
make any such demand or to collect any payments from the Borrower or any such other Guarantor or guarantor or any release of the Borrower or such other Guarantor or guarantor shall not relieve any of the Guarantors in respect of which a demand or
collection is not made or any of the Guarantors not so released of their several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Collateral Agent or any
other Secured Party against any of the Guarantors. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings. 

  
 -4- 








 2.6 Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the
creation, contraction, incurrence, renewal, extension, amendment, waiver or accrual of any of the Obligations and notice of or proof of reliance by the Collateral Agent or any other Secured Party upon this Guarantee or acceptance of this Guarantee,
the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived or accrued, in reliance upon this Guarantee. All dealings between the Borrower and any of the
Guarantors, on the one hand, and the Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. To the fullest extent permitted by
applicable Requirement of Law, each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to, or upon, the Borrower or any other Guarantor with respect to the Obligations. Each Guarantor understands
and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement or any other Guaranteed Transaction
Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Party, (b) any defense, set-off
or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Borrower against the Collateral Agent or any other Secured Party, or (c) any other circumstance whatsoever (with or
without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Credit Parties for the Obligations, or of such Guarantor under this Guarantee, in
bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have
against the Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or any other Secured Party to pursue such other rights
or remedies or to collect any payments from the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any such other Person or any
such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral
Agent and the other Secured Parties against such Guarantor. Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from financing arrangements contemplated by the Guaranteed Transaction Documents and the waivers
set forth herein are knowingly made in contemplation of such benefits. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof,
and shall inure to the benefit of the Collateral Agent and the other Secured Parties, and their respective successors, indorses, transferees and assigns, until the Termination Date, notwithstanding that from time to time any Guaranteed Transaction
Documents may be free from any Obligations. A Guarantor shall automatically be released from its obligations hereunder and the Guarantee of such Guarantor shall be automatically released under the circumstances described in Section 13.17 of the
Credit Agreement. 
 2.7 Reinstatement. This Guarantee shall continue to be effective, or be reinstated, as the case may be, if at any
time payment, or any part thereof, of any of the Obligations is rescinded or must otherwise be restored or returned by the Collateral Agent or any other Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the
Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though
such payments had not been made. 
 2.8 Payments. Each Guarantor hereby guarantees that payments hereunder will be paid to the
Collateral Agent without set-off or counterclaim in Dollars at the office of the Collateral Agent located at 270 Park Avenue, New York, New York 10017. Each Guarantor agrees that the provisions of Sections 5.4 and 13.19 of the Credit Agreement shall
apply to such Guarantor’s obligations under this Guarantee. 

  
 -5- 








 SECTION 3. Representations and Warranties 

3.1 Representations and Warranties. Each Guarantor hereby represents and warrants that, in the case of such Guarantor, the
representations and warranties set forth in Section 8 of the Credit Agreement as they relate to such Guarantor or to the other Credit Documents to which such Guarantor is a party, each of which is hereby incorporated herein by reference, are
true and correct in all material respects, and the Collateral Agent and each Secured Party shall be entitled to rely on each of them as if they were fully set forth herein. 

Each Guarantor agrees that the foregoing representations and warranties shall be deemed to have been made by such Guarantor on and as of the
date of each Credit Event (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date).

 SECTION 4. Covenants 

4.1 Covenants. Each Guarantor hereby covenants and agrees with the Collateral Agent and each other Secured Party that, from and after
the date of this Guarantee until the Termination Date, such Guarantor shall take, or shall refrain from taking, as the case may be, each action that is necessary to be taken or not taken, as the case may be, so that no Default or Event of Default is
caused by the failure to take such action or to refrain from taking such action by such Guarantor or any of its Restricted Subsidiaries. 

4.2 Authority of Collateral Agent. Each Guarantor acknowledges that the rights and responsibilities of the Collateral Agent under this
Guarantee with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, right, request, judgment or other right or remedy provided for herein or resulting or arising out of this
Guarantee shall, as between the Collateral Agent and the other Secured Parties, be governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and
such Guarantor, the Collateral Agent shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid authority so to act or refrain from acting in the manner set forth in Section 12 of the Credit Agreement, and
no Guarantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority. 
 SECTION 5.
Miscellaneous 
 5.1 Notices. All notices, requests and demands pursuant hereto shall be made in accordance with
Section 13.2 of the Credit Agreement. All communications and notices hereunder to any Guarantor shall be given to it in care of the Borrower at the Borrower’s address set forth in Section 13.2 of the Credit Agreement. 

5.2 Survival of Representations and Warranties. All representations and warranties made hereunder, in the other Credit Documents and in
any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Guarantee and the making of the Loans hereunder. 

  
 -6- 








 5.3 Counterparts. This Guarantee may be executed by one or more of the parties to this
Guarantee on any number of separate counterparts (including by facsimile or other electronic transmission (i.e. a “pdf” or a “tif”)), and all of said counterparts taken together shall be deemed to constitute one and the same
instrument. A set of the copies of this Guarantee signed by all the parties shall be lodged with the Borrower and the Collateral Agent. 

5.4 Severability. Any provision of this Guarantee that is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable
such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that
of the invalid, illegal or unenforceable provisions. 
 5.5 Integration. This Guarantee and the other Credit Documents represent the
agreement of the Guarantors, the Collateral Agent, the Administrative Agent and the Lenders with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Guarantors, any Agent
nor any Lender relative to subject matter hereof not expressly set forth or referred to herein or in the other Credit Documents. 
 5.6
Section Headings. The Section headings used in this Guarantee are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof. 

5.7 GOVERNING LAW. THIS GUARANTEE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 
 5.8 Submission to Jurisdiction; Waivers. Each Guarantor hereto
hereby irrevocably and unconditionally: 
 (a) submits for itself and its property in any legal action or proceeding relating to this
Guarantee and the other Guaranteed Transaction Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the courts of the State of New York, the courts of the
United States of America for the Southern District of New York and appellate courts from any thereof; 
 (b) consents that any such action or
proceeding shall be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees
not to plead or claim the same; 
 (c) agrees that service of process in any such action or proceeding may be effected by mailing a copy
thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Guarantor in care of the Borrower at the Borrower’s address referred to in Section 5.1 or at such other address of which
the Collateral Agent shall have been notified pursuant thereto; 
 (d) agrees that nothing herein shall affect the right to effect service of
process in any other manner permitted by Requirements of Law or shall limit the right to sue in any other jurisdiction; 

  
 -7- 








 (e) waives, to the maximum extent not prohibited by law, any right it may have to claim or
recover in any legal action or proceeding referred to in this Section 5.8 any special, exemplary, punitive or consequential damages; and 

(f) agrees that a final judgment in any action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law. 
 5.9 Acknowledgments. Each Guarantor hereby acknowledges that: 

(a) it has been advised by counsel in the negotiation, execution and delivery of this Guarantee and the other Guaranteed Transaction Documents;

 (b) no Agent nor any Secured Party has any fiduciary relationship with or duty to such Guarantor arising out of or in connection with this
Guarantee or any of the other Guaranteed Transaction Documents, and the relationship between the Agents and the Secured Parties, on one hand, and such Guarantor, on the other hand, in connection herewith or therewith is solely that of guarantor and
creditor; and 
 (c) no joint venture is created hereby or by the other Guaranteed Transaction Documents or otherwise exists by virtue of the
transactions contemplated hereby among the Agents and the other Secured Parties or among the Borrower, the Agents and the other Secured Parties. 

5.10 WAIVERS OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR
PROCEEDING RELATING TO THIS GUARANTEE OR ANY OTHER CREDIT DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN. 
 5.11 Amendments in Writing; No
Waiver; Cumulative Remedies. 
 (a) None of the terms or provisions of this Guarantee may be waived, amended, supplemented or otherwise
modified except by a written instrument executed by the affected Guarantor(s) and the Collateral Agent in accordance with Section 13.1 of the Credit Agreement. 

(b) Neither the Collateral Agent nor any other Secured Party shall by any act (except by a written instrument pursuant to
Section 5.10(a), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default or in any breach of any of the terms and conditions hereof. No
failure to exercise and no delay in exercising, on the part of the Collateral Agent or any other Secured Party, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right,
remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. A waiver by the Collateral Agent or any other Secured Party of any right or remedy hereunder on any
one occasion shall not be construed as a bar to any right or remedy which the Collateral Agent or any Secured Party would otherwise have on any future occasion. 

(c) The rights, remedies, powers and privileges herein provided are cumulative, may be exercised singly or concurrently and not exclusive of
any other rights, remedies, powers and privileges provided by law. 
 5.12 Successors and Assigns. This Guarantee shall be binding
upon the successors and assigns of each Guarantor and shall inure to the benefit of the Collateral Agent and the Secured Parties and their successors and assigns. 

  
 -8- 








 5.13 Additional Obligors. Each Restricted Subsidiary of the Borrower that is required to
become a party to this Guarantee pursuant to Section 9.11 of the Credit Agreement shall become a Guarantor, with the same force and effect as if originally named as a Guarantor herein, for all purposes of this Guarantee upon execution and
delivery by such Subsidiary of a supplement in the form of Annex A hereto or such other form reasonably satisfactory to the Collateral Agent (each an “Assumption Agreement”). The execution and delivery of any instrument
adding an additional Guarantor as a party to this Guarantee shall not require the consent of any other Guarantor hereunder. The rights and obligations of each Guarantor hereunder shall remain in full force and effect notwithstanding the addition of
any new Guarantor as a party to this Guarantee. 
 5.14 Termination or Release. 

(a) This Guarantee shall terminate on the Termination Date. 

(b) A Guarantor shall automatically be released from its obligations hereunder upon the consummation of any transaction permitted by the Credit
Agreement as a result of which such Guarantor ceases to be a Subsidiary. 
 (c) In connection with any termination or release, the Collateral
Agent shall execute and deliver to any Guarantor, at such Guarantor’s expense, all documents that such Guarantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this
Section 5.14 shall be without recourse to or warranty by the Collateral Agent. 
 [SIGNATURES BEGIN NEXT PAGE] 

  
 -9- 








 IN WITNESS WHEREOF, each of the undersigned has caused this Guarantee to be duly executed and
delivered as of the day and year first above written. 
  

			
	SAMSON RESOURCES CORPORATION
	SAMSON RESOURCES COMPANY
	SAMSON HOLDINGS, INC.
	SAMSON CONTOUR ENERGY CO.
	SAMSON CONTOUR ENERGY E & P, LLC
	SAMSON LS, LLC
	GEODYNE RESOURCES, INC.
	 SAMSON-INTERNATIONAL, LTD.

    each as Guarantor

		
	By:		 
			Name:
			Title: Authorized Officer



  
 Signature Page 

Samson Investment Company 

Guarantee 








 
			
	JPMORGAN CHASE BANK, N.A.,
	       as Collateral Agent

		
	 By:
		 
			 Name:

			 Title:




  
 Signature Page 

Samson Investment Company 

Guarantee 








 ANNEX A 

TO GUARANTEE 
 FORM OF ASSUMPTION
AGREEMENT 
 ASSUMPTION AGREEMENT, dated as of
                        , 201    , is made by
                                , a
                         (the “Additional Obligor”), in favor of JPMORGAN CHASE BANK, N.A., as collateral agent
(in such capacity, the “Collateral Agent”) for the banks and other financial institutions (the “Lenders”) parties to the Credit Agreement referred to below and all other Secured Parties. 

R E C I T A L S 
 A. Reference is
made to that certain Credit Agreement, dated as of December 21, 2011 (the “Credit Agreement”) among Samson Investment Company, a Nevada corporation (the “Borrower”), the banks, financial institutions and other
lending institutions from time to time party thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent, Swingline Lender and a Letter of Credit Issuer, and each other Letter of Credit Issuer from
time to time party thereto. 
 B. In connection with the Credit Agreement, certain Restricted Subsidiaries (other than the Additional
Obligor) have entered into the Guarantee, dated as of even date with the Credit Agreement (as amended, supplemented or otherwise modified from time to time, the “Guarantee”) in favor of the Collateral Agent and the other Secured
Parties. 
 C. Capitalized terms used herein and not otherwise defined herein (including in the preamble and the recitals hereto) shall have
the meanings assigned to such terms in the Guarantee or the Credit Agreement, as applicable. The rules of construction and the interpretive provisions specified in Section 1.1(b)) of the Guarantee shall apply to this Assumption
Agreement, including terms defined in the preamble and recitals hereto. 
 D. The Guarantors have entered into the Guarantee in order to
induce the Agents, the Lenders, the Swingline Lender and the Letter of Credit Issuers to enter into the Credit Agreement and to (a) induce the Lenders, the Swingline Lender and the Letter of Credit Issuers to make their respective Extensions of
Credit to the Borrower under the Credit Agreement, (b) to induce one or more Hedge Banks to enter into Secured Hedging Agreements with the Borrower or any Restricted Subsidiary of the Borrower and (c) induce one or more Cash Management
Banks to provide Cash Management Services pursuant to Secured Cash Management Agreements to the Borrower or any Restricted Subsidiary of the Borrower. 

E. Section 5.13 of the Guarantee provides that each Subsidiary of the Borrower that is required to become a party to the Guarantee
pursuant to Section 9.11 of the Credit Agreement and the terms thereof shall become a Guarantor, with the same force and effect as if originally named as a Guarantor therein, for all purposes of the Guarantee upon execution and delivery by such
Subsidiary of an instrument in the form of this Assumption Agreement. The Additional Obligor is executing this Assumption Agreement in accordance with the requirements of the Guarantee to become a Guarantor under the Guarantee in order to induce
(a) the Lenders, the Swingline Lender and the Letter of Credit Issuers to make additional Extensions of Credit to the Borrower under the Credit Agreement and as consideration for Extensions of Credit previously made, (b) one or more Hedge
Banks to enter into Secured Hedging Agreements with the Borrower or any Restricted Subsidiary of the Borrower and (c) one or more Cash Management Banks may from time to time provide Cash Management Services pursuant to Secured Cash Management
Agreements to the Borrower or any Restricted Subsidiary of the Borrower. 

  
 Annex A - 1 








 F. Now, therefore, it is agreed: 

SECTION 1. By executing and delivering this Assumption Agreement, the Additional Obligor, as provided in Section 5.13 of the
Guarantee, hereby becomes a party to the Guarantee as a Guarantor thereunder with the same force and effect as if originally named therein as a Guarantor and, without limiting the generality of the foregoing, hereby expressly agrees to all the terms
and provisions of the Guarantee applicable to it as a Guarantor thereunder and expressly guarantees, jointly and severally, to the Secured Parties the Obligations. The Additional Obligor hereby represents and warrants that each of the
representations and warranties contained in Section 3 of the Guarantee is true and correct on and as of the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date (except where such
representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date). Each reference to a Guarantor in the Guarantee
shall be deemed to include each Additional Obligor. The Guarantee is hereby incorporated herein by reference. 
 SECTION 2. Each Additional
Obligor represents and warrants to the Collateral Agent and the other Secured Parties that this Assumption Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against
it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of equity (whether
considered in a proceeding in equity or law). 
 SECTION 3. This Assumption Agreement may be executed by one or more of the parties to this
Assumption Agreement on any number of separate counterparts (including by facsimile or other electronic transmission (i.e. a “pdf” or a tif”)), and all of said counterparts taken together shall be deemed to constitute one and the same
instrument. A set of the copies of this Assumption Agreement signed by all the parties shall be lodged with the Borrower and the Collateral Agent. This Assumption Agreement shall become effective as to each Additional Obligor when the Collateral
Agent shall have received counterparts of this Assumption Agreement that, when taken together, bear the signatures of such Additional Obligor and the Collateral Agent. 

SECTION 4. Except as expressly supplemented hereby, the Guarantee shall remain in full force and effect. 

SECTION 5. THIS ASSUMPTION AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 
 SECTION 6. Any provision of this Assumption Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and of the Guarantee, and any such prohibition
or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions
with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. 

  
 Annex A - 2 








 SECTION 7. All notices, requests and demands pursuant hereto shall be made in accordance with
Section 13.2 of the Credit Agreement. All communications and notices hereunder to each Additional Obligor shall be given to it in care of the Borrower at the Borrower’s address set forth in Section 13.2 of the Credit Agreement. 

  
 Annex A - 3 








 IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed and
delivered by its duly Authorized Officer as of the date first above written. 
  

			
	[ADDITIONAL OBLIGOR],
	    each as Guarantor
		
	 By:
		 
			 Name:

			 Title:




  
 Signature Page 

Samson Investment Company 

Assumption Agreement to Guarantee 








 
			
	JPMORGAN CHASE BANK, N.A.,
	     as Collateral Agent

		
	 By:
		 
			 Name:

			 Title:




  
 Signature Page 

Samson Investment Company 

Assumption Agreement to Guarantee 








 EXHIBIT E 

FORM OF SECURITY AGREEMENT 

  
 E-1 








 EXECUTION VERSION 
  

 
  

SECURITY AGREEMENT 

among 
 Samson
Investment Company, 
 each of the Subsidiary Grantors 

from time to time party hereto 

and 
 JPMORGAN CHASE
BANK, N.A., 
 as Collateral Agent 

Dated as of December 21, 2011 







 SECURITY AGREEMENT 

THIS SECURITY AGREEMENT, dated as of December 21, 2011 (this “Agreement”), among Samson Investment Company, a Nevada
corporation, each of the Subsidiaries of the Borrower listed on the signature pages hereto or that becomes a party hereto pursuant to Section 8.13 (each such entity being a “Subsidiary Grantor” and, collectively, the
“Subsidiary Grantors”; the Subsidiary Grantors and the Borrower are referred to collectively as the “Grantors”), and JPMorgan Chase Bank, N.A. (“JPMorgan”), as Collateral Agent (in such capacity,
together with its successors in such capacity, the “Collateral Agent”) under the Credit Agreement for the benefit of the Secured Parties. 

W I T N E S S E T H : 

WHEREAS, reference is made to that certain Credit Agreement, dated as of the date hereof (as amended, restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”), among the Borrower, the banks, financial institutions and other lending institutions or entities from time to time party thereto (the “Lenders”), JPMorgan, as
Administrative Agent, Collateral Agent, Swingline Lender and a Letter of Credit Issuer, and each other Letter of Credit Issuer from time to time party thereto; 

WHEREAS, (a) pursuant to the Credit Agreement, among other things, the Lenders have severally agreed to make Loans to the Borrower
(including Swingline Loans to be made by the Swingline Lender) and the Letter of Credit Issuers have agreed to issue Letters of Credit for the account of the Borrower or the Restricted Subsidiaries upon the terms and subject to the conditions set
forth therein, (b) one or more Cash Management Banks or Hedge Banks have or may from time to time enter into Secured Cash Management Agreements or Secured Hedge Agreements with the Borrower and/or its Restricted Subsidiaries and (c) one or
more Cash Management Banks have or may from time to time provide Cash Management Services pursuant to Secured Cash Management Agreements to the Borrower and/or any of its Restricted Subsidiaries (clauses (a), (b), and (c), collectively, the
“Extensions of Credit”); 
 WHEREAS, pursuant to the Guarantee, dated as of the date hereof (the
“Guarantee”), each Subsidiary Grantor has agreed to unconditionally and irrevocably guarantee, as primary obligor and not merely as surety, for the ratable benefit of the Secured Parties, the prompt and complete payment and
performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations; 
 WHEREAS, each Grantor other than
the Borrower is a Guarantor; 
 WHEREAS, the proceeds of the Extensions of Credit will be used in part to enable the Borrower to make
valuable transfers to the Subsidiary Grantors in connection with the operation of their respective businesses; 
 WHEREAS, each Grantor
acknowledges that it will derive substantial direct and indirect benefit from the making of the Extensions of Credit; and 
 WHEREAS, it is
a condition precedent to the obligation of the Secured Parties to make their respective Extensions of Credit to the Borrower that the Grantors shall have executed and delivered this Agreement to the Collateral Agent for the ratable benefit of the
Secured Parties; 
 NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, and to induce the Administrative Agent, the Collateral Agent, the Letter of Credit Issuers and the Lenders to enter into the 







 Credit Agreement and the Lenders and the Letter of Credit Issuers to make the Extensions of Credit to the
Borrower under the Credit Agreement, to induce one or more Hedge Banks to enter into Secured Hedge Agreements with the Borrower and/or its Subsidiaries and to induce one or more Cash Management Banks to provide Cash Management Services pursuant to
Secured Cash Management Agreements with the Borrower and/or its Subsidiaries, the Grantors hereby agree with the Collateral Agent, for the ratable benefit of the Secured Parties, as follows: 

1. Defined Terms. 
 (a)
Unless otherwise defined herein, terms defined in the Credit Agreement and used herein (including terms used in the preamble and the recitals) shall have the meanings given to them in the Credit Agreement. 

(b) Terms used herein that are not defined herein or in the Credit Agreement, but that are defined in the UCC have the meanings given to them
in the UCC, and if defined in more than one article of the UCC shall have the meanings set forth in Article 9 thereof, including the following terms (which are capitalized herein): Chattel Paper, Commodity Contract, Deposit Accounts, Documents,
Instruments, Inventory, Investment Property, Letter of Credit, Letter-of-Credit Right, Record, Securities Account, Security Entitlement, Supporting Obligation and Tangible Chattel Paper. 

(c) The rules of construction and other interpretive provisions specified in Sections 1.2, 1.5, 1.6 and 1.7 of the Credit Agreement shall apply
to this Agreement, including terms defined in the preamble and recitals to this Agreement. 
 (d) The following terms shall have the
following meanings: 
 “Accounts” means all now present and future “accounts” and “payment intangibles”
(in each case, as defined in Article 9 of the UCC). 
 “Agreement” shall have the meaning provided in the preamble to this
Agreement. 
 “Borrower” shall have the meaning provided in the Credit Agreement 

“Collateral” shall have the meaning provided in Section 2. 

“Collateral Account” shall mean any collateral account established by the Collateral Agent as provided in
Section 5.3. 
 “Collateral Agent” shall have the meaning provided in the preamble to this Agreement. 

“Control” shall mean “control,” as such term is defined in Section 9-104, 9-106 or 8-106, as applicable, of
the UCC. 
 “Copyright License” shall mean any written agreement, now or hereafter in effect, granting any right to any
third party under any copyright now or hereafter owned by any Grantor (including all Copyrights) or that any Grantor otherwise has the right to license, or granting any right to any Grantor under any Copyright now or hereafter owned by any third
party, and all rights of any Grantor under any such agreement. 

  
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 “Copyrights” shall mean, with respect to any Person, all of the following now
owned or hereafter acquired by such Person: (i) all copyright rights in any work subject to the copyright laws of the United States or any other country or group of countries, whether as author, assignee, transferee or otherwise and
(ii) all registrations and applications for registration of any such copyright in the United States or any other country or group of countries, including registrations, recordings, supplemental registrations and pending applications for
registration in the United States Copyright Office. 
 “Equipment” shall mean all “equipment,” as such term is
defined in Article 9 of the UCC, now or hereafter owned by any Grantor or to which any Grantor has rights and, in any event, shall include all machinery, equipment, furnishings, movable trade fixtures and vehicles now or hereafter owned by any
Grantor or to which any Grantor has rights and any and all Proceeds, additions, substitutions and replacements of any of the foregoing, wherever located, together with all attachments, components, parts, equipment and accessories installed thereon
or affixed thereto. 
 “Excluded Property” shall mean (i) any Subject Property, (ii) any property included in the
definition of “Collateral” in the Pledge Agreement, (iii) any Excluded Stock, (iv) any property that is subject to a Lien permitted pursuant to Section 10.2(c) of the Credit Agreement if the contract or other agreement in
which such Lien is granted (or the documentation providing for such Indebtedness) validly prohibits the creation of any other Lien on such property; provided that such property shall be Excluded Property only to the extent and for so long as
such prohibition is in effect, (v) any Vehicles and other assets subject to certificates of title the perfection of a security interest in which is excluded from the UCC in the relevant jurisdiction, (vi) any property (a) with respect
to which the Collateral Agent and the Borrower reasonably agree that the costs or other consequences of granting or perfecting a security interest in is excessive in view of the benefits to be obtained by the Secured Parties or (b) to the
extent that granting or perfecting a security interest in such property would result in materially adverse tax consequences as reasonably determined by the Borrower, (vii) any Intellectual Property, including any United States intent-to-use
trademark applications, in relation to which any applicable Requirement of Law, or any agreement with a domain name registrar or any other Person entered into by any Grantor, prohibits the creation of a security interest therein or would otherwise
invalidate such Grantor’s right, title or interest therein and (viii) any Oil and Gas Properties not constituting Borrowing Base Properties. 

“Extension of Credit” shall have the meaning provided in the recitals to this Agreement. 

“General Intangibles” shall mean all “general intangibles” as such term is defined in Article 9 of the UCC and, in
any event, including with respect to any Grantor, all contracts, agreements, instruments and indentures in any form, and portions thereof, to which such Grantor is a party or under which such Grantor has any right, title or interest or to which such
Grantor or any property of such Grantor is subject, as the same may from time to time be amended, supplemented or otherwise modified, including (a) all rights of such Grantor to receive moneys due and to become due to it thereunder or in
connection therewith, (b) all rights of such Grantor to receive proceeds of any insurance, indemnity, warranty or guarantee with respect thereto, (c) all claims of such Grantor for damages arising out of any breach of or default thereunder
and (d) all rights of such Grantor to terminate, amend, supplement, modify or exercise rights or options thereunder, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder. 

“Grantor” shall have the meaning provided in the preamble to this Agreement. 

“Instruments” means all present and future “instruments” (as defined in Article 9 of the UCC). 

“Intellectual Property” means, collectively, the Copyrights, the Copyright Licenses, the Patents, the Patent Licenses, the
Trademarks and the Trademark Licenses. 

  
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 “License” shall mean any license, sublicense or cross-license to which any
Grantor is a party. 
 “Obligations” shall have the meaning given such term in the Credit Agreement; provided that
references herein to (i) the Obligations of the Borrower shall refer to the Obligations (as defined in the Credit Agreement), and (ii) the Obligations of any Subsidiary Grantor shall refer to such Subsidiary Grantor’s Subsidiary
Grantor Obligations. 
 “Patent Licenses” shall mean any written agreement, now or hereafter in effect, granting to any
third party any right to make, use or sell any invention on which a patent, now or hereafter owned by any Grantor (including all Patents) or that any Grantor otherwise has the right to license, is in existence, or granting to any Grantor any right
to make, have made, use, import or sell any invention on which a Patent, now or hereafter owned by any third party, is in existence, and all rights of any Grantor under any such agreement. 

“Patents” shall mean, with respect to any Person, all of the following now owned or hereafter acquired by such Person:
(a) all letters patent of the United States or the equivalent thereof in any other country, all registrations and recordings thereof, and all applications for letters patent of the United States or the equivalent thereof in any other country,
including registrations, recordings and pending applications in the United States Patent and Trademark Office or any similar offices in any other country, and (b) all reissues, continuations, divisions, continuations-in-part, renewals or
extensions thereof, and the inventions disclosed or claimed therein, including the right to make, have made, use, import and/or sell the inventions disclosed or claimed therein. 

“Proceeds” shall mean all “proceeds” as such term is defined in Article 9 of the UCC and, in any event, shall
include with respect to any Grantor, any consideration received from the sale, exchange, license, lease or other Disposition of any asset or property that constitutes Collateral, any value received as a consequence of the possession of any
Collateral and any payment received from any insurer or other Person or entity as a result of the destruction, loss, theft, damage or other involuntary conversion of whatever nature of any asset or property that constitutes Collateral, and shall
include (a) all cash and negotiable instruments received by or held on behalf of the Collateral Agent, (b) any claim of any Grantor against any third party for (and the right to sue and recover for and the rights to damages or profits due
or accrued arising out of or in connection with) (i) past, present or future infringement of any Patent now or hereafter owned by any Grantor, or licensed under a Patent License, (ii) past, present or future infringement or dilution of any
Trademark now or hereafter owned by any Grantor or licensed under a Trademark License or injury to the goodwill associated with or symbolized by any Trademark now or hereafter owned by any Grantor, (iii) past, present or future breach of any
License (iv) past, present or future infringement of any Copyright now or hereafter owned by any Grantor or licensed under a Copyright License, and (v) past, present or future misappropriation of any trade secret now or hereafter owned by
any Grantor and (c) any and all other amounts from time to time paid or payable under or in connection with any of the Collateral. 

“Registered Intellectual Property” shall mean United States federal issued Patents, pending Patent applications, Trademark
registrations, pending Trademark applications, Copyright registrations and United States domain names. 
 “Secured Debt
Documents” shall mean, collectively, the Credit Documents, each Secured Hedge Agreement entered into with a Hedge Bank and each Secured Cash Management Agreement entered into with a Cash Management Bank. 

“Security Interest” shall have the meaning provided in Section 2. 

  
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 “Subject Property” shall have the meaning provided in Section 2.

 “Subsidiary Grantor Obligations” shall mean, with respect to any Subsidiary Grantor, all Obligations (as defined in the
Credit Agreement) of such Subsidiary Grantor which may arise under or in connection with the Guarantee and any other Secured Debt Document to which such Subsidiary Grantor is a party. 

“Subsidiary Grantors” shall have the meaning provided in the recitals to this Agreement. 

“Termination Date” shall mean the date on which all Obligations are paid in full (other than Hedging Obligations under any
Secured Hedge Agreements, Cash Management Obligations under any Secured Cash Management Agreements or contingent indemnification obligations not then due) and the Total Commitment and all Letters of Credit are terminated (other than Letters of
Credit that have been cash collateralized on terms reasonably satisfactory to each Letter of Credit Issuer in respect thereof or back-stopped following the termination of the Commitments). 

“Trademark Licenses” shall mean any written agreement, now or hereafter in effect, granting to any third party any right to
use any trademark now or hereafter owned by any Grantor (including any Trademark) or that any Grantor otherwise has the right to license, or granting to any Grantor any right to use any trademark now or hereafter owned by any third party, and all
rights of any Grantor under any such agreement. 
 “Trademarks” shall mean, with respect to any Person, all of the
following now owned or hereafter acquired by such Person: (i) all trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business
identifiers, designs and General Intangibles of like nature, now existing or hereafter adopted or acquired, all registrations and recordings thereof (if any), and all registration and recording applications filed in connection therewith, including
registrations and registration applications in the United States Patent and Trademark Office or any similar offices in any State of the United States or any other country or any political subdivision thereof, and all extensions or renewals thereof,
(ii) all goodwill associated therewith or symbolized thereby and (iii) all other assets, rights and interests that uniquely reflect or embody such goodwill. 

“UCC” shall mean the Uniform Commercial Code as from time to time in effect in the State of New York; provided,
however, that, in the event that, by reason of mandatory provisions of law, any of the attachment, perfection or priority of the Collateral Agent’s and the Secured Parties’ security interest in any Collateral is governed by the Uniform
Commercial Code as in effect in a jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such
attachment, perfection or priority and for purposes of definitions related to such provisions. 
 “Vehicles” shall mean all
cars, trucks, trailers, and other vehicles covered by a certificate of title law of any state and all tires and other appurtenances to any of the foregoing. 

(e) Where the context requires, terms relating to the Collateral or any part thereof, when used in relation to a Grantor, shall refer to such
Grantor’s Collateral or the relevant part thereof. 

  
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 2. Grant of Security Interest. 

(a) Each Grantor hereby bargains, sells, conveys, assigns, sets over, mortgages, pledges, hypothecates and transfers to the Collateral Agent,
for the ratable benefit of the Secured Parties, and grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a lien on and security interest in (the “Security Interest”), all of such Grantor’s right,
title and interest in, to and under all of the following property, whether now owned or existing or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest
(collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Obligations: 

(i) all Accounts; 

(ii) all cash; 

(iii) all Chattel Paper; 

(iv) all Commodity Contracts; 

(v) all Deposit Accounts; 

(vi) all Documents; 

(vii) all Equipment; 

(viii) all Fixtures; 

(ix) all General Intangibles; 

(x) all Goods; 

(xi) all Instruments; 

(xii) all Intellectual Property; 

(xiii) all Inventory; 

(xiv) all Investment Property; 

(xv) all Letters of Credit and Letter-of-Credit Rights; 

(xvi) all Money; 

(xvii) all Securities Accounts and Securities Entitlements; 

(xviii) all Supporting Obligations; 

(xix) all books and records pertaining to the Collateral; and 

(xx) substitutions, replacements, accessions, products, and proceeds (including insurance proceeds, licenses, royalties,
income, payments, claims, damages and proceeds of suit) and to the extent not otherwise included, all Proceeds and products of any and all of the foregoing; 

provided, however, that notwithstanding any other provision of this Agreement: 

  
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 (A) this Agreement shall not constitute a grant of a Security Interest in
(1) any property to the extent that such grant of a Security Interest is prohibited by any Requirement of Law or requires a consent not obtained of any Governmental Authority pursuant to such Requirement of Law, (2) any property to the
extent that such grant of a Security Interest is (x) prohibited by, or constitutes a breach or default under, or results in (or would result in) the termination of (or would give any other party a right of termination of), or requires any
consent not obtained under, any Contractual Requirement, or, in the case of any Investment Property, any applicable equity holder or similar agreement or (y) otherwise constitutes or results (or would result) in the abandonment, invalidation or
unenforceability of (or would give any other party a right of abandonment, invalidation or unenforceability of) any right, title or interest of any Grantor under any Contractual Requirement, except, in each case, to the extent that such Requirement
of Law or the term in such Contractual Requirement or equity holder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable Requirements of Law or purports to
prohibit the granting of a Security Interest over all assets of any Grantor or (3) any property to the extent that such grant of a Security Interest would result in the forfeiture of the Grantor’s rights in the property including any
Trademark applications filed in the United States Patent and Trademark Office on the basis of such Grantor’s “intent-to-use” such trademark (any such property subject to the exclusions described in clause (1), (2) or (3),
“Subject Property”); provided, however, that the foregoing exclusions shall not apply to the extent that any such prohibition, default or other term would be rendered ineffective pursuant to Section 9-406, 9-407,
9-408 or 9-409 of the UCC of any relevant jurisdiction or any other applicable Requirement of Law; and provided, further, that the Security Interest shall attach immediately to any portion of such Subject Property that does not result
in any of the consequences specified above including any Proceeds of such Subject Property; and 
 (B) the Collateral shall
not include any other Excluded Property. 
 (b) Each Grantor hereby irrevocably authorizes the Collateral Agent and its counsel or other
representatives at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Collateral or any part thereof and amendments thereto and continuations thereof
that contain the information required by Article 9 of the UCC for the filing of any financing statement or amendment or continuation, including whether such Grantor is an organization, the type of organization and any organizational identification
number issued to such Grantor. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner such as “all
assets” or “all personal property, whether now owned or hereafter acquired” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail and in the case of a financing statement filed as a
fixture filing or covering the Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Collateral relates. A photographic or other reproduction of this Agreement
shall be sufficient as a financing statement or other filing or recording document or instrument for filing or recording in any jurisdiction to the Collateral Agent. 

Each Grantor hereby agrees to provide to the Collateral Agent, promptly upon request, any information reasonably necessary to effectuate the
filings or recordings authorized by this Section 2(b) including the Intellectual Property filings referred to below. 
 The
Collateral Agent is further authorized to file with the United States Patent and Trademark Office and United States Copyright Office (or any successor office) such documents as may be necessary or advisable for the purpose of perfecting, confirming,
continuing, enforcing or protecting the Security Interest granted hereunder by each Grantor and naming any Grantor or the Grantors as debtors and the Collateral Agent as secured party. 

  
 7 








 The Security Interests are granted as security only and shall not subject the Collateral Agent or
any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral. 

3. Representations and Warranties. Each Grantor hereby represents and warrants to the Collateral Agent and each Secured Party on the
date hereof: 
 3.1. Title; No Other Liens. Except for (a) the Security Interest granted to the Collateral Agent for the ratable
benefit of the Secured Parties pursuant to this Agreement, (b) the Liens permitted by the Credit Agreement and (c) any Liens securing Indebtedness which is no longer outstanding or any Liens with respect to commitments to lend have been
terminated, such Grantor owns each item of the Collateral free and clear of any and all Liens or claims of others. None of the Grantors has filed or consented to the filing of any (i) security agreement, financing statement or analogous
document under the UCC or any other Requirement of Law covering any Collateral, (ii) assignment for security in which any Grantor assigns any Collateral or any security agreement or similar instrument covering any Collateral with the United
States Patent and Trademark Office or the United States Copyright Office, which security agreement, financing statement or similar instrument or assignment is still in effect or (iii) assignment for security in which any Grantor assigns any
Collateral or any security agreement or similar instrument covering any Collateral with any foreign governmental, municipal or other office, which financing statement or analogous document, assignment, security agreement or similar instrument is
still in effect, except in the case of each of clauses (i), (ii) and (iii) above such as (A) have been filed in favor of the Collateral Agent for the ratable benefit of the Secured Parties pursuant to this Agreement or (B) are
permitted by the Credit Agreement. 
 3.2. Perfected First Priority Liens. 

(a) This Agreement is effective to create in favor of the Collateral Agent, for its benefit and for the ratable benefit of the Secured Parties,
legal, valid and enforceable Security Interests in the Collateral subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’ rights generally and general
principles of equity (whether considered in a proceeding in equity or law). 
 (b) Subject to the limitations set forth in clause (c) of
this Section 3.2, the Security Interests granted pursuant to this Agreement (i) will constitute valid and perfected Security Interests in the Collateral (as to which perfection may be obtained by the filings or other actions
described in clause (A), (B) or (C) of this paragraph) in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for the Obligations, upon (A) in the case of Collateral in which a
security interest may be perfected by filing a financing statement under the UCC of any jurisdiction, the filing of financing statements naming each Grantor as “debtor” and the Collateral Agent as “secured party” and describing
the Collateral in the applicable filing offices listed on Schedule I, (B) in the case of Instruments, Chattel Paper and Certificated Securities, the earlier of the delivery thereof to the Collateral Agent (or its bailee) properly
endorsed for transfer in blank and the filing of the financing statements referred to in clause (A) and (C) in the case of material Registered Intellectual Property, the completion of the filing, registration and recording of fully
executed agreements in the form of the Intellectual Property Security Agreement set forth in Exhibit 2 hereto (x) in the United States Patent and Trademark Office and (y) in the United States Copyright Office, and (ii) are
prior to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.2 of the Credit Agreement. 

  
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 (c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the
Security Interests granted by this Agreement (including Security Interests in cash, Money, Deposit Accounts, Securities Accounts, Commodity Contracts, Letters of Credit, Letter of Credit Rights, Supporting Obligations and Investment Property
included in the Collateral) by any means other than by (i) filings pursuant to the UCC of the relevant State(s), (ii) filings in the United States Patent and Trademark Office, United States Copyright Office, or successor offices, that are
necessary or advisable for the purpose of perfecting, confirming, enforcing, or protecting the Security Interests granted in certain Intellectual Property and (iii) delivery to the Collateral Agent (or its bailee) to be held in its possession
in the United States of all Collateral consisting of Tangible Chattel Paper, Instruments or any Certificated Securities (other than Checks received in the ordinary course of business) with a Fair Market Value in excess of $10,000,000 individually.

 (d) It is understood and agreed that the Security Interests created hereunder shall not prevent the Grantors from using such assets in the
ordinary course of their respective businesses or as otherwise permitted by the Credit Agreement. 
 3.3. Grantor Information.
Schedule I hereto sets forth under the appropriate headings as of the Closing Date: (a) (i) the full legal name of such Grantor, (ii) to the knowledge of the Grantor, all trade names or other names under which such Grantor
currently conducts business, (iii) the type of organization or corporate structure of such Grantor, (iv) the jurisdiction of incorporation or organization of such Grantor, (v) its Federal Taxpayer Identification Number, (vi) its
organizational identification number, if any, and (vii) the jurisdiction where the chief executive office of such Grantor is located and (b) as of the date hereof (i) Schedule II hereto sets forth, in all material respects, all
of each Grantor’s material Copyright Licenses, (ii) Schedule III hereto sets forth in all material respects, in proper form for filing with the United States Copyright Office, all of each Grantor’s Copyrights (and all
applications therefor), (iii) Schedule IV hereto sets forth in all material respects all of each Grantor’s material Patent Licenses, (iv) Schedule V hereto sets forth in all material respects, in proper form for filing
with the United States Patent and Trademark Office, all of each Grantor’s Patents (and all applications therefor), (v) Schedule VI hereto sets forth in all material respects all of each Grantor’s material Trademark Licenses and
(vi) Schedule VII hereto sets forth in all material respects, in proper form for filing with the United States Patent and Trademark Office, all of each Grantor’s Trademarks (and all applications therefore). 

4. Covenants. Each Grantor hereby covenants and agrees with the Collateral Agent and the Secured Parties that, from and after the date
of this Agreement until the Termination Date: 
 4.1. Maintenance of Perfected Security Interest; Further Documentation. 

(a) Such Grantor shall maintain the Security Interest created by this Agreement as a perfected Security Interest having at least the priority
described in Section 3.2(b) subject to Liens permitted pursuant to Section 10.2 of the Credit Agreement and shall defend such Security Interest against the claims and demands of all Persons whomsoever, in each case subject to
Section 3.2(c). 
 (b) Such Grantor will furnish to the Collateral Agent and the Lenders from time to time statements and
schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Collateral Agent may reasonably request. 

(c) Subject to clause (d) below and Section 3.2(c), each Grantor agrees that at any time and from time to time, at the
expense of such Grantor, it will execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements and other documents, including
all applicable documents required 

  
 9 








 
under Section 3.2(b)(C)), which may be required under any applicable Requirement of Law, or which the Collateral Agent or the Majority Lenders may reasonably request, in order
(i) to grant, preserve, protect and perfect the validity and priority of the Security Interests created or intended to be created hereby or (ii) to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with
respect to any Collateral, including the filing of any financing or continuation statements under the Uniform Commercial Code in effect in any jurisdiction with respect to the Security Interests created hereby and all applicable documents required
under Section 3.2(b)(C), all at the expense of such Grantor. 
 (d) Notwithstanding anything in this Section 4.1 to
the contrary, (i) with respect to any assets created or acquired by such Grantor after the Closing Date that are required by the Credit Agreement to be subject to the Lien created hereby or (ii) with respect to any Person that, subsequent
to the date hereof, becomes a Subsidiary that is required by the Credit Agreement to become a party hereto, the relevant Grantor after the acquisition or creation thereof shall promptly take all actions required by the Credit Agreement or this
Section 4.1. 
 4.2. Damage or Destruction of Collateral. The Grantors agree promptly to notify the Collateral Agent if
any portion of the Collateral is damaged or destroyed in any manner or to any extent that would reasonably be expected to have a Material Adverse Effect. 

4.3. Notices. Each Grantor will advise the Collateral Agent and the Lenders promptly, in reasonable detail, of any Lien of which it has
knowledge (other than the Security Interests created hereby or Liens permitted under the Credit Agreement) on any of the Collateral which would adversely affect, in any material respect, the ability of the Collateral Agent to exercise any of its
remedies hereunder. 
 4.4. Changes in Grantor Information or Status. Each Grantor will furnish to the Collateral Agent prompt written
notice (which shall in any event be provided within 30 days (or such longer period as the Collateral Agent may reasonably agree) of such change) of any change (i) in its legal name, (ii) in its jurisdiction of incorporation or
organization, (iii) in its identity or type of organization or corporate structure or, in the case of any Grantor that is a partnership, the sole place of business and chief executive office or (iv) in its Federal Taxpayer Identification
Number or organizational identification number. Each Grantor agrees promptly to provide, if available, the Collateral Agent with certified organizational documents reflecting any of the changes described in the first sentence of this paragraph and
to take all action reasonably required by the Collateral Agent in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected Security Interest in all the Collateral having at least the priority
described in Section 3.2(b). 
 5. Remedial Provisions. 

5.1. Certain Matters Relating to Accounts. 

(a) At any time after the occurrence and during the continuance of an Event of Default and after giving reasonable written notice to the
Borrower and any other relevant Grantor, the Administrative Agent shall have the right, but not the obligation, to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts in
any manner and through any medium that the Administrative Agent reasonably considers advisable, and each Grantor shall furnish all such assistance and information as such Agent may require in connection with such test verifications. Such Agent shall
have the absolute right to share any information it gains from such inspection or verification with any Secured Party. 

  
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 (b) The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts
and the Collateral Agent may curtail or terminate said authority at any time after written notice is provided by the Collateral Agent to such Grantor after the occurrence and during the continuance of an Event of Default. If required in writing by
the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Accounts, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by
such Grantor in the exact form received, duly endorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the
Collateral Agent, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 5.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent
and the Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Accounts shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. 

(c) At the Collateral Agent’s written request at any time after the occurrence and during the continuance of an Event of Default, each
Grantor shall deliver to the Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts, including all original orders, invoices and shipping receipts. 

(d) Upon the occurrence and during the continuance of an Event of Default, a Grantor shall not grant any extension of the time of payment of
any of the Accounts, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Agent
shall have instructed the Grantors not to grant or make any such extension, credit, discount, compromise or settlement under any circumstances during the continuance of such Event of Default. 

5.2. Communications with Credit Parties; Grantors Remain Liable. 

(a) The Collateral Agent in its own name or in the name of others may at any time after the occurrence and during the continuance of an Event
of Default, after giving reasonable written notice to the relevant Grantor of its intent to do so, communicate with obligors under the Accounts to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any
Accounts. The Collateral Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party; provided that the provisions of Section 13.16 of the Credit Agreement shall apply
to such information. 
 (b) Upon the written request of the Collateral Agent at any time after the occurrence and during the continuance of
an Event of Default, each Grantor shall notify obligors on the Accounts that the Accounts have been assigned to the Collateral Agent for the ratable benefit of the Secured Parties and that payments in respect thereof shall be made directly to the
Collateral Agent. 
 (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of the Accounts to
observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Collateral Agent nor any Secured Party shall have any obligation
or liability under any Account (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any Secured Party of any payment relating thereto, nor shall the Collateral Agent or any
Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account (or any agreement giving rise thereto), to make any payment, to make any inquiry as to the nature or the sufficiency of any
payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to
which it may be entitled at any time or times. 

  
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 5.3. Proceeds to be Turned Over To Collateral Agent. In addition to the rights of the
Collateral Agent and Secured Parties specified in Section 5.1 with respect to payments of Accounts, if an Event of Default shall occur and be continuing and the Collateral Agent so requires by notice in writing to the relevant Grantor
(it being understood that the exercise of remedies by the Secured Parties in connection with an Event of Default under Section 11.5 of the Credit Agreement shall be deemed to constitute a request by the Collateral Agent for the purposes of this
sentence and in such circumstances, no such written notice shall be required), all Proceeds received by any Grantor consisting of cash, checks and other near cash items shall be held by such Grantor in trust for the Collateral Agent and the Secured
Parties, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly endorsed by such Grantor to the Collateral Agent, if
required). All Proceeds received by the Collateral Agent hereunder shall be held by the Collateral Agent in a Collateral Account maintained under its dominion and control and on terms and conditions reasonably satisfactory to the Collateral Agent.
All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Collateral Agent and the Secured Parties) shall continue to be held as collateral security for all the Obligations and shall not constitute
payment thereof until applied as provided in Section 5.4. 
 5.4. Application of Proceeds. The Collateral Agent shall
apply the proceeds of any collection or sale of the Collateral as well as any Collateral consisting of cash, at any time after receipt in the order specified in Section 11 of the Credit Agreement. Upon any sale of the Collateral by the
Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the
Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof. 

5.5. Code and Other Remedies. If an Event of Default shall occur and be continuing, the Collateral Agent may exercise in respect of the
Collateral, in addition to all other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party upon default under the UCC or any other applicable Requirement of Law or in equity and also may
with notice to the relevant Grantor, sell the Collateral or any part thereof in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Collateral Agent or any Secured Party or elsewhere, for
cash or on credit or for future delivery at such price or prices and upon such other terms as are commercially reasonable irrespective of the impact of any such sales on the market price of the Collateral. The Collateral Agent shall be authorized at
any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers of Collateral to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a
view to the distribution or sale thereof, and, upon consummation of any such sale, the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each purchaser at any such
sale shall hold the property sold absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal that it now has or may at any time
in the future have under any Requirement of Law now existing or hereafter enacted. The Collateral Agent and any Secured Party shall have the right upon any such public sale, and, to the extent permitted by law, upon any such private sale, to
purchase the whole or any part of the Collateral so sold, and the Collateral Agent or such Secured Party may pay the purchase price by crediting the amount thereof against the Obligations. Each Grantor agrees that, to the extent notice of sale shall
be required by law, at least ten days’ notice to such Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable 

  
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notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private
sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. To the extent permitted by law, each Grantor hereby waives any claim
against the Collateral Agent arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale, even if the Collateral Agent accepts
the first offer received and does not offer such Collateral to more than one offeree. Each Grantor further agrees, at the Collateral Agent’s request to assemble the Collateral and make it available to the Collateral Agent, at places which the
Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.5 in accordance with the provisions of
Section 5.4. 
 5.6. Deficiency. Each Grantor shall remain liable for any deficiency if the proceeds of any sale or other
disposition of the Collateral are insufficient to pay its Obligations and the fees and disbursements of any attorneys employed by the Collateral Agent or any Secured Party to collect such deficiency. 

5.7. Amendments, etc. with Respect to the Obligations; Waiver of Rights. Except for the termination of a Grantor’s Obligations
hereunder as provided in Section 6.5, each Grantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Grantor and without notice to or further assent by any Grantor, (a) any demand
for payment of any of the Obligations made by the Collateral Agent or any other Secured Party may be rescinded by such party and any of the Obligations continued, (b) the Obligations, or the liability of any other party upon or for any part
thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the
Collateral Agent or any other Secured Party, (c) the Secured Debt Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, in accordance with the
terms of the applicable Secured Debt Document, and (d) any collateral security, guarantee or right of offset at any time held by the Collateral Agent or any other Secured Party for the payment of the Obligations may be sold, exchanged, waived,
surrendered or released. Neither the Collateral Agent nor any other Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Obligations or for this Agreement or any property
subject thereto. When making any demand hereunder against any Grantor, the Collateral Agent or any other Secured Party may, but shall be under no obligation to, make a similar demand on any Grantor or any other Person, and any failure by the
Collateral Agent or any other Secured Party to make any such demand or to collect any payments from the Borrower or any other Grantor or any other Person or any release of the Borrower or any other Grantor or any other Person shall not relieve any
Grantor in respect of which a demand or collection is not made or any Grantor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of
the Collateral Agent or any other Secured Party against any Grantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings. 

5.8. License to Use Intellectual Property. For the purpose of enabling the Collateral Agent, during the continuance of an Event of
Default, to exercise rights and remedies hereunder at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, and for no other purpose, each Grantor hereby grants to the Collateral Agent, to the extent such
Grantor has the right to do so, an irrevocable, assignable, non-exclusive license to use, license or sublicense any of the Intellectual Property now owned or held, or hereafter acquired, by such Grantor, wherever the same may be located. To the
extent permitted, such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout hereof. 

  
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 5.9. Conflict with Credit Agreement. In the event of any conflict between the terms of
this Section 5 and the Credit Agreement, the Credit Agreement shall control. 
 6. The Collateral Agent. 

6.1. Collateral Agent’s Appointment as Attorney-in-Fact, etc. 

(a) Each Grantor hereby appoints, which appointment is irrevocable and coupled with an interest, effective upon the occurrence and during the
continuance of an Event of Default, the Collateral Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and
in the name of such Grantor or otherwise, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the
purposes of this Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Agent the power and right, on behalf of such Grantor, either in the Collateral Agent’s name or in the name of such
Grantor or otherwise, without assent by such Grantor, to do any or all of the following, in each case after the occurrence and during the continuance of an Event of Default and after written notice by the Collateral Agent of its intent to do so:

 (i) take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment
of moneys due under any Account or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any
and all such moneys due under any Account or with respect to any other Collateral whenever payable; 
 (ii) in the case of
any Intellectual Property, execute and deliver, and have recorded, any and all agreements, instruments, documents and papers as the Collateral Agent may request to evidence the Collateral Agent’s and the Secured Parties’ Security Interest
in such Intellectual Property and the goodwill and General Intangibles of such Grantor relating thereto or represented thereby; 

(iii) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral; 

(iv) execute, in connection with any sale provided for in Section 5.5, any endorsements, assignments or other
instruments of conveyance or transfer with respect to the Collateral; 
 (v) obtain, pay and adjust insurance required to be
maintained by such Grantor pursuant to Section 9.3 of the Credit Agreement; 
 (vi) direct any party liable for any
payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall direct; 

  
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 (vii) ask or demand for, collect and receive payment of and receipt for, any and
all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; 

(viii) sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against
debtors, assignments, verifications, notices and other documents in connection with any of the Collateral; 
 (ix) commence
and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; 

(x) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral (with such Grantor’s
consent to the extent such action or its resolution could materially affect such Grantor or any of its affiliates in any manner other than with respect to its continuing rights in such Collateral); 

(xi) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or
releases as the Collateral Agent may deem appropriate (with such Grantor’s consent to the extent such action or its resolution could materially affect such Grantor or any of its affiliates in any manner other than with respect to its continuing
rights in such Collateral); 
 (xii) assign any Intellectual Property, throughout the world for such term or terms, on such
conditions, and in such manner, as the Collateral Agent shall in its sole discretion determine; and 
 (xiii) generally,
sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and do, at the Collateral
Agent’s option and such Grantor’s expense, at any time, or from time to time, all acts and things that the Collateral Agent deems necessary to protect, preserve or realize upon the Collateral and the Collateral Agent’s and the Secured
Parties’ Security Interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do. 

Anything in this Section 6.1(a) to the contrary notwithstanding, the Collateral Agent agrees that it will not exercise any rights
under the power of attorney provided for in this Section 6.1(a) unless an Event of Default shall have occurred and be continuing. 

(b) If any Grantor fails to perform or comply with any of its agreements contained herein, the Collateral Agent, at its option, but without any
obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement. 
 (c) The expenses of the
Collateral Agent incurred in connection with actions undertaken as provided in this Section 6.1, together with interest thereon at a rate per annum equal to the highest rate per annum at which interest would then be payable on any
category of past due ABR Loans under the Credit Agreement, from the date of payment by the Collateral Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Collateral Agent on demand. 

(d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and
agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the Security Interests created hereby are released. 

  
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 6.2. Duty of Collateral Agent. The Collateral Agent’s sole duty with respect to the
custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own
account. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Collateral Agent
accords its own property. Neither the Collateral Agent, any Secured Party nor any of their respective Related Parties shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under
any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Collateral Agent
and the Secured Parties hereunder are solely to protect the Collateral Agent’s and the Secured Parties’ interests in the Collateral and shall not impose any duty upon the Collateral Agent or any Secured Party to exercise any such powers.
The Collateral Agent and the Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their Related Parties shall be responsible to any Grantor for any
act or failure to act hereunder, except for their own gross negligence or willful misconduct. 
 6.3. Authority of Collateral Agent.
Each Grantor acknowledges that the rights and responsibilities of the Collateral Agent under this Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, voting right,
request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Collateral Agent and the Secured Parties, be governed by the Credit Agreement, and by such other agreements with
respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the Grantors, the Collateral Agent shall be conclusively presumed to be acting as agent for the applicable Secured Parties with full and valid
authority so to act or refrain from acting, and no Grantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority. 

6.4. Security Interest Absolute. All rights of the Collateral Agent hereunder, the Security Interest and all obligations of the Grantors
hereunder shall be absolute and unconditional. 
 6.5. Continuing Security Interest; Assignments Under the Credit Agreement; Release.

 (a) This Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each
Grantor and the successors and assigns thereof and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until the Termination Date, notwithstanding that
from time to time prior to the Termination Date, the Grantors may be free from any Obligations. 
 (b) A Subsidiary Grantor
shall automatically be released from its obligations hereunder and the Collateral of such Subsidiary Grantor shall be automatically released upon consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary
Grantor ceases to be a Restricted Subsidiary of the Borrower or otherwise becomes an Excluded Subsidiary; provided that, the Majority Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of
such consent did not provide otherwise. 

  
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 (c) The Security Interest granted hereby in any Collateral shall be automatically released from
the Liens of this Agreement (i) upon any Disposition by any Grantor of any Collateral that is permitted under the Credit Agreement (other than to another Grantor) and (ii) upon the effectiveness of any written consent to the release of the
security interest granted in such Collateral pursuant to Section 13.17 of the Credit Agreement. Any such release in connection with any sale, transfer or other disposition of such Collateral shall result in such Collateral being sold,
transferred or Disposed of, as applicable, free and clear of the Liens of this Agreement. 
 (d) In connection with any termination or
release pursuant to Section 6.5(a), (b) or (c), the Collateral Agent shall execute and deliver to any Grantor, or authorize the filing of, at such Grantor’s expense, all documents that such Grantor shall
reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.5 shall be without recourse to or warranty by the Collateral Agent. 

6.6. Reinstatement. Each Grantor further agrees that, if any payment made by any Credit Party or other Person and applied to the
Obligations is at any time annulled, avoided, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid, or the proceeds of Collateral are required to be returned by any Secured Party
to such Credit Party, its estate, trustee, receiver or any other party, including any Grantor, under any bankruptcy law, state or federal law, common law or equitable cause, then, to the extent of such payment or repayment, any Lien or other
Collateral securing such liability shall be and remain in full force and effect, as fully as if such payment had never been made or, if prior thereto the Lien granted hereby or other Collateral securing such liability hereunder shall have been
released or terminated by virtue of such cancellation or surrender), such Lien or other Collateral shall be reinstated in full force and effect, and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise
affect any Lien or other Collateral securing the obligations of any Grantor in respect of the amount of such payment. 
 7. Collateral
Agent As Agent. 
 (a) JPMorgan has been appointed to act as the Collateral Agent under the Credit Agreement, by the Lenders under the
Credit Agreement and, by their acceptance of the benefits hereof, the other Secured Parties. The Collateral Agent shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any
rights, and to take or refrain from taking any action (including the release or substitution of Collateral), solely in accordance with this Agreement and the Credit Agreement; provided that the Collateral Agent shall exercise, or refrain from
exercising, any remedies provided for in Section 5 in accordance with the instructions of Majority Lenders. In furtherance of the foregoing provisions of this Section 7(a), each Secured Party, by its acceptance of the
benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder; it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by the Collateral
Agent for the ratable benefit of the Secured Parties in accordance with the terms of this Section 7(a). 
 (b) The Collateral
Agent shall at all times be the same Person that is the Collateral Agent under the Credit Agreement. Written notice of resignation by the Collateral Agent pursuant to Section 12.9 of the Credit Agreement shall also constitute notice of
resignation as Collateral Agent under this Agreement; removal of the Collateral Agent shall also constitute removal under this Agreement; and appointment of a Collateral Agent pursuant to Section 12.9 of the Credit Agreement shall also
constitute appointment of a successor Collateral Agent under this Agreement. Upon the acceptance of any appointment as Collateral Agent under Section 12.9 of the Credit Agreement by a successor Collateral Agent, that successor Collateral Agent
shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Collateral Agent under this Agreement, and the 

  
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retiring or removed Collateral Agent under this Agreement shall promptly (i) transfer to such successor Collateral Agent all sums, securities and other items of Collateral held hereunder,
together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under this Agreement, and (ii) execute and deliver to such successor Collateral Agent or
otherwise authorize the filing of such amendments to financing statements and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Collateral Agent of the Security Interests created
hereunder, whereupon such retiring or removed Collateral Agent shall be discharged from its duties and obligations under this Agreement. After any retiring or removed Collateral Agent’s resignation or removal hereunder as Collateral Agent, the
provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was Collateral Agent hereunder. 

(c) The Collateral Agent shall not be deemed to have any duty whatsoever with respect to any Secured Party that is a counterparty to a Secured
Cash Management Agreement or a Secured Hedge Agreement the obligations under which constitute Obligations, unless it shall have received written notice in form and substance satisfactory to the Collateral Agent from a Grantor or any such Secured
Party as to the existence and terms of the applicable Secured Cash Management Agreement or Secured Hedge Agreement. 
 8.
Miscellaneous. 
 8.1. Amendments in Writing. None of the terms or provisions of this Agreement may be waived, amended,
supplemented or otherwise modified except by a written instrument executed by the affected Grantor(s) and the Collateral Agent in accordance with Section 13.1 of the Credit Agreement; provided, however, that this Agreement may be
supplemented (but no existing provisions may be modified and no Collateral may be released) through agreements substantially in the form of Exhibit 1, in each case duly executed by each Grantor directly affected thereby . 

8.2. Notices. All notices, requests and demands pursuant hereto shall be made in accordance with Section 13.2 of the Credit
Agreement. All communications and notices hereunder to any Subsidiary Grantor shall be given to it in care of the Borrower at the Borrower’s address set forth in Section 13.2 of the Credit Agreement. 

8.3. No Waiver by Course of Conduct; Cumulative Remedies. Neither the Collateral Agent nor any Secured Party shall by any act (except by
a written instrument pursuant to Section 8.1), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default or in any breach of any of the terms
and conditions hereof or of any other applicable Secured Debt Document. No failure to exercise, nor any delay in exercising, on the part of the Collateral Agent or any other Secured Party, any right, power or privilege hereunder shall operate as a
waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Collateral Agent or any other
Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that the Collateral Agent or such other Secured Party would otherwise have on any future occasion. The rights, remedies, powers
and privileges herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by Requirement of Law. 

  
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 8.4. Enforcement Expenses; Indemnification. 

(a) Each Grantor agrees to pay any and all reasonable and documented out of pocket expenses (including all reasonable fees and disbursements of
counsel) that may be paid or incurred by any Secured Party in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or
collecting against, such Grantor under this Agreement to the extent the Borrower would be required to do so pursuant to Section 13.5 of the Credit Agreement. 

(b) Each Grantor agrees to pay, and to save the Collateral Agent and the Secured Parties harmless from, any and all liabilities with respect
to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this
Agreement to the extent the Borrower would be required to do so pursuant to Section 13.5 of the Credit Agreement. 
 (c) Each Grantor
agrees to pay, and to save the Collateral Agent and the Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever
with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to Section 13.5 of the Credit Agreement. 

(d) The agreements in this Section 8.4 shall survive repayment of the Obligations and all other amounts payable under the Credit
Agreement and the other Credit Documents. 
 8.5. Successors and Assigns. 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, except that no Grantor may assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent
of the Collateral Agent except pursuant to a transaction permitted by the Credit Agreement. 
 8.6. Counterparts. This Agreement may
be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by facsimile or other electronic transmission (i.e. a “pdf” or a “tif”)), and all of said counterparts taken together
shall be deemed to constitute one and the same instrument. A set of the copies of this Agreement signed by all the parties shall be lodged with the Collateral Agent and the Borrower. 

8.7. Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable
such provision in any other jurisdiction. The parties hereto shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that
of the invalid, illegal or unenforceable provisions. 
 8.8. Section Headings. The Section headings used in this Agreement are for
convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof. 

8.9. Integration. This Agreement together with the other Secured Debt Documents represents the agreement of each of the Grantors with
respect to the subject matter hereof and thereof and there are no promises, undertakings, representations or warranties by the Collateral Agent or any other Secured Party relative to the subject matter hereof not expressly set forth or referred to
herein or in the other Secured Debt Documents. 

  
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 8.10. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 
 8.11.
Submission To Jurisdiction Waivers. Each party hereto hereby irrevocably and unconditionally: 
 (a) submits for itself and its
property in any legal action or proceeding relating to this Agreement and the other Credit Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the courts
of the State of New York, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof; 

(b) consents that any such action or proceeding shall be brought in such courts and waives any objection that it may now or hereafter have to
the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; 

(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail
(or any substantially similar form of mail), postage prepaid, to such Person at its address referred to in Section 8.2 or at such other address of which such Person shall have been notified pursuant thereto; 

(d) agrees that nothing herein shall affect the right of any other party hereto (or any Secured Party) to effect service of process in any
other manner permitted by law or shall limit the right of any party hereto (or any Secured Party) to sue in any other jurisdiction; and 

(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred
to in this Section 8.11 any special, exemplary, punitive or consequential damages. 
 8.12. Acknowledgments. Each party
hereto hereby acknowledges that: 
 (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the
other Secured Debt Documents to which it is a party; 
 (b) (i) neither the Collateral Agent nor any other Agent or Secured Party has
assumed or will assume an advisory, agency or fiduciary responsibility in favor of any Grantor with respect to any of the transactions contemplated in this Agreement or the process leading thereto, including with respect to any amendment, waiver or
other modification hereof or of any other Secured Debt Document (irrespective of whether the Collateral Agent or any other Agent or Secured Party has advised or is currently advising any of the Grantors or their respective Affiliates on other
matters) and neither the Collateral Agent or other Agent or Secured Party has any obligation to any of the Grantors or their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth
herein and in the other Secured Debt Documents; (ii) the Collateral Agent and its Affiliates, each other Agent and each other Secured Party and each Affiliate of the foregoing may be engaged in a broad range of transactions that involve
interests that differ from those of the Grantors and their respective Affiliates, and neither the Collateral Agent nor any other Agent or Secured Party has any obligation to disclose any of such interests by virtue of any advisory, agency or
fiduciary relationship; and (iii) neither the Collateral Agent nor any other Agent or Secured Party has provided and none will provide 

  
 20 








 
any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Secured
Debt Document) and the Grantors have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate. Each Grantor agrees that it will not claim that the Collateral Agent or any other Agent or
Secured Party, as the case may be, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Grantor, in connection with the transactions contemplated in this Agreement or the process leading thereto. 

(c) no joint venture is created hereby or by the other Secured Debt Documents or otherwise exists by virtue of the transactions contemplated
hereby among the Lenders, the Agents and any other Secured Party or among the Grantors and the Lenders, the Agents and any other Secured Party. 

8.13. Additional Grantors. Each Subsidiary of the Borrower that is required to become a party to this Agreement pursuant to
Section 9.11 of the Credit Agreement shall become a Grantor, with the same force and effect as if originally named as a Grantor herein, for all purposes of this Agreement upon execution and delivery by such Subsidiary of a written supplement
substantially in the form of Exhibit 1. The execution and delivery of any instrument adding an additional Grantor as a party to this Agreement shall not require the consent of any other Grantor hereunder. The rights and obligations of each
Grantor hereunder shall remain in full force and effect notwithstanding the addition of any new Grantor as a party to this Agreement. 

8.14. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION
OR PROCEEDING RELATING TO THIS AGREEMENT, ANY OTHER CREDIT DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN. 
 [SIGNATURE PAGES FOLLOW] 

  
 21 








 IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be duly executed and
delivered as of the date first above written. 
  

			
	 SAMSON INVESTMENT COMPANY
 SAMSON
RESOURCES COMPANY
 SAMSON HOLDINGS, INC.
 SAMSON CONTOUR ENERGY
CO.
 SAMSON CONTOUR ENERGY E & P, LLC SAMSON LS, LLC,

GEODYNE RESOURCES, INC.
 SAMSON-INTERNATIONAL, LTD.

    each as Grantor

		
	By:		  

			Name:
			Title: Authorized Officer



  
 Signature Page 

Samson Investment Company 
 Security
Agreement 








 
			
	 JPMORGAN CHASE BANK, N.A.,

    as Collateral Agent

		
	By:		  

			Name:
			Title:



  
 Signature Page 

Samson Investment Company 
 Security
Agreement 








 SCHEDULE I 
  

																					
	 Legal Name
	  	Trade Names
or Other
Names	  	Jurisdiction of
Incorporation or
Organization	  	Type of
Organization or
Corporate
Structure	 	  	Federal
Taxpayer
Identification
Number	 	  	Organization
Identification
Number (if
any)	 	  	Jurisdiction of Chief
Executive Office	 
	 Samson Investment Company
	  	—  	  	NV	  	 	Corporation	  	  	 	73-1281091	  	  	 	C4456-1986	  	  	 	Tulsa County, OK	  
	 Samson Resources Company
	  	Icecycle
 (active trade

name in WY)
	  	OK	  	 	Corporation	  	  	 	73-0928007	  	  	 	1900242520	  	  	 	Tulsa County, OK	  
		  		  		  				  				  				  			
	 Samson LS, LLC
	  	—  	  	DE	  	 	LLC	  	  	 	45-3939455	  	  	 	5071293	  	  	 	Tulsa County, OK	  
	 Samson Holdings, Inc.
	  	—  	  	DE	  	 	Corporation	  	  	 	73-1498587	  	  	 	2635448	  	  	 	Tulsa County, OK	  
	 Samson Contour Energy Co.
	  	—  	  	DE	  	 	Corporation	  	  	 	76-0447267	  	  	 	2436474	  	  	 	Tulsa County, OK	  
	 Samson Contour Energy E&P, LLC
	  	—  	  	DE	  	 	LLC	  	  	 	76-0082502	  	  	 	2007071	  	  	 	Tulsa County, OK	  
	 Geodyne Resources, Inc.
	  	—  	  	DE	  	 	Corporation	  	  	 	73-1052703	  	  	 	0860472	  	  	 	Tulsa County, OK	  
	 Samson-International, Ltd.
	  	—  	  	OK	  	 	Corporation	  	  	 	73-1404039	  	  	 	1900508159	  	  	 	Tulsa County, OK	  

  

  
 Schedules to Security
Agreement 








 SCHEDULE II 

MATERIAL COPYRIGHT LICENSES 

None. 
 SCHEDULE III 

COPYRIGHTS 
 None. 

SCHEDULE IV 
 MATERIAL
PATENT LICENSES 
 None. 

SCHEDULE V 
 PATENTS

 None. 
 SCHEDULE VI

 MATERIAL TRADEMARK LICENSES 

None. 
 SCHEDULE VII 

TRADEMARKS 
 None. 

 

  
 Schedules to Security
Agreement 








 EXHIBIT 1 TO THE SECURITY AGREEMENT 

SUPPLEMENT NO. [     ], dated as of
[                 ], 201     (this “Supplement”), to the Security Agreement, dated as of December 21, 2011 (the
“Security Agreement”), among Samson Investment Company, a Nevada corporation, each of the subsidiaries of the Borrower listed on the signature pages thereto or that becomes a party thereto pursuant to Section 8.13
thereof (each such subsidiary individually a “Subsidiary Grantor” and, collectively, the “Subsidiary Grantors”; the Subsidiary Grantors and the Borrower are referred to collectively herein as the
“Grantors”), and JPMorgan Chase Bank, N.A. (“JPMorgan”), as collateral agent (in such capacity, together with its successors, in such capacity the “Collateral Agent”) under the Credit Agreement
referred to below for the benefit of the Secured Parties. 
 A. Reference is made to that certain Credit Agreement, dated as of
December 21, 2011 (the “Credit Agreement”) among the Borrower, the banks, financial institutions and other lending institutions from time to time party thereto (the “Lenders”), JPMorgan Chase Bank, N.A.
(“JPMorgan”), as Administrative Agent, Collateral Agent, Swingline Lender and a Letter of Credit Issuer, and each other Letter of Credit Issuer from time to time party thereto. 

B. Capitalized terms used herein and not otherwise defined herein (including in the preamble and the recitals hereto) shall have the meanings
assigned to such terms in the Security Agreement or the Credit Agreement, as applicable. The rules of construction and the interpretive provisions specified in Section 1(c) of the Security Agreement shall apply to this Supplement,
including terms defined in the preamble and recitals hereto. 
 C. The Grantors have entered into the Security Agreement in order to induce
the Agents, the Lenders and the Letter of Credit Issuers to enter into the Credit Agreement and to (a) induce the Lenders and the Letter of Credit Issuers to make their respective Extensions of Credit to the Borrower under the Credit Agreement,
(b) to induce one or more Hedge Banks to enter into Secured Hedge Agreements with the Borrower or any Subsidiary of the Borrower and (c) induce one or more Cash Management Banks to provide Cash Management Services pursuant to Secured Cash
Management Agreements to the Borrower or any Subsidiary of the Borrower. 
 D. Section 8.13 of the Security Agreement provides
that each Subsidiary of the Borrower that is required to become a party to the Security Agreement pursuant to Section 9.11 of the Credit Agreement and the terms hereof shall become a Grantor, with the same force and effect as if originally
named as a Grantor therein, for all purposes of the Security Agreement upon execution and delivery by such Subsidiary of an instrument in the form of this Supplement. Each undersigned Subsidiary (each a “New Grantor”) is executing
this Supplement in accordance with the requirements of the Security Agreement to become a Subsidiary Grantor under the Security Agreement in order to induce (a) the Lenders and the Letter of Credit Issuers to make additional Extensions of
Credit to the Borrower under the Credit Agreement and as consideration for Extensions of Credit previously made, (b) one or more Hedge Banks to enter into Secured Hedge Agreements with the Borrower or any Subsidiary of the Borrower and
(c) one or more Cash Management Banks may from time to time provide Cash Management Services pursuant to Secured Cash Management Agreements to the Borrower or any Subsidiary of the Borrower. 

Accordingly, the Collateral Agent and the New Grantors agree as follows: 

SECTION 1. In accordance with Section 8.13 of the Security Agreement, each New Grantor by its signature below becomes a Grantor
under the Security Agreement with the same force and effect as if originally named therein as a Grantor and each New Grantor hereby (a) agrees to all the terms and provisions of the Security Agreement applicable to it as a Grantor thereunder
and (b) represents and 

  
 Exhibit 1 - 1 








 warrants that the representations and warranties made by it as a Grantor thereunder are true and correct in all
material respects on and as of the date hereof (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date). In
furtherance of the foregoing, each New Grantor, as security for the payment and performance in full of the Obligations, does hereby bargain, sell, convey, assign, set over, mortgage, pledge, hypothecate and transfer to the Collateral Agent, for the
ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in all of the Collateral of such New Grantor, in each case, whether now owned or existing or at
any time hereafter acquired or existing by such New Grantor or in which such New Grantor now has or at any time in the future may acquire any right, title or interest, as collateral security for the prompt and complete payment and performance when
due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. Each reference to a “Grantor” in the Security Agreement shall be deemed to include each New Grantor. The Security Agreement is hereby incorporated
herein by reference. 
 SECTION 2. Each New Grantor represents and warrants to the Collateral Agent and the other Secured Parties that this
Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance,
reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law). 

SECTION 3. This Supplement may be executed by one or more of the parties to this Supplement on any number of separate counterparts (including
by facsimile or other electronic transmission (i.e., a “pdf” or “tif”)), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Supplement signed by all
the parties shall be lodged with the Collateral Agent and the Borrower. This Supplement shall become effective as to each New Grantor when the Collateral Agent shall have received counterparts of this Supplement that, when taken together, bear the
signatures of such New Grantor and the Collateral Agent. 
 SECTION 4. Such New Grantor hereby represents and warrants that (a) set
forth on Schedule I hereto is (i) the full legal name of such New Grantor, (ii) to the knowledge of such New Grantor, all trade names or other names under which such New Grantor currently conducts business, (iii) the type of
organization or corporate structure of such New Grantor, (iv) the jurisdiction of incorporation or organization of such Grantor, (v) its Federal Taxpayer Identification Number, (vi) its organizational identification number, if any,
and (vii) the jurisdiction where the chief executive office of such Grantor is located and (b) as of the date hereof (i) Schedule II hereto sets forth, in all material respects, all of each New Grantor’s material Copyright
Licenses, (ii) Schedule III hereto sets forth in all material respects, in proper form for filing with the United States Copyright Office, all of each New Grantor’s Copyrights (and all applications therefor), (iii) Schedule
IV hereto sets forth in all material respects all of each New Grantor’s material Patent Licenses, (iv) Schedule V hereto sets forth in all material respects, in proper form for filing with the United States Patent and Trademark
Office, all of each New Grantor’s Patents (and all applications therefor), (v) Schedule VI hereto sets forth in all material respects all of each New Grantor’s material Trademark Licenses and (vi) Schedule VII
hereto sets forth in all material respects, in proper form for filing with the United States Patent and Trademark Office, all of each New Grantor’s Trademarks (and all applications therefor). 

SECTION 5. Except as expressly supplemented hereby, the Security Agreement shall remain in full force and effect. 

 

  
 Exhibit 1 - 2 








 SECTION 6. THIS SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
 SECTION 7. Any provision of this
Supplement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and in the Security
Agreement, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good faith negotiations to replace the invalid,
illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. 

SECTION 8. All notices, requests and demands pursuant hereto shall be made in accordance with Section 13.2 of the Credit Agreement. All
communications and notices hereunder to each New Grantor shall be given to it in care of the Borrower at the Borrower’s address set forth in Section 13.2 of the Credit Agreement. 

  
 Exhibit 1 - 3 








 IN WITNESS WHEREOF, each New Grantor and the Collateral Agent have duly executed this Supplement
to the Security Agreement as of the day and year first above written. 
  

			
	[NAME OF ADDITIONAL GRANTOR]
		
	By:		  

			Name:
			Title:
	
	JPMORGAN CHASE BANK, N.A., as Collateral Agent
		
	By:		  

			Name:
			Title:



  
 Exhibit 1 - 4 








 SCHEDULE I 

TO SUPPLEMENT NO. ___  

TO THE SECURITY AGREEMENT 
  

													
	 Legal Name
	  	 Trade Names or
Other Names
	  	Jurisdiction of
Incorporation or
Organization	  	Type of
Organization or
Corporate
Structure	  	Federal Taxpayer
Identification
Number	  	Organization
Identification Number
(if any)	  	Jurisdiction of Chief
Executive Office
		  		  		  		  		  		  	
		  		  		  		  		  		  	


  
 Schedule IV 








 SCHEDULE II 

TO SUPPLEMENT NO. ___  

TO THE SECURITY AGREEMENT 

MATERIAL COPYRIGHT LICENSES 

SCHEDULE III 
 TO
SUPPLEMENT NO. ___ TO THE  
 SECURITY AGREEMENT 

COPYRIGHTS 
  

					
	 Registered Owner/Grantor
	 	 Title
	 	 Registration Number

		 		 	
		 		 	

 SCHEDULE IV 

TO SUPPLEMENT NO. ___ TO THE  

SECURITY AGREEMENT 

MATERIAL PATENT LICENSES 

  
 Schedule IV 








 SCHEDULE V 

TO SUPPLEMENT NO. ___ TO THE  

SECURITY AGREEMENT 

PATENTS 
 SCHEDULE VI 

TO SUPPLEMENT NO. ___ TO THE  

SECURITY AGREEMENT 

MATERIAL TRADEMARK LICENSES 

SCHEDULE VII 
 TO
SUPPLEMENT NO. ___ TO THE  
 SECURITY AGREEMENT 

TRADEMARKS 
 Domestic Trademarks 

 

							
	 Registered Owner/Grantor
	 	 Trademark
	 	 Registration No.
	 	 Application No.

		 		 		 	
		 		 		 	

 Foreign Trademarks 
  

									
	 Registered Owner/Grantor
	 	 Trademark
	 	 Registration No.
	 	 Application No.
	 	 Country

		 		 		 		 	
		 		 		 		 	


  
 Schedule VII 








 EXHIBIT 2 TO THE SECURITY AGREEMENT 

THIS [COPYRIGHT][TRADEMARK][PATENT] SECURITY AGREEMENT, effective as of [            ],
201     (this “Agreement”), among Samson Investment Company, a Nevada corporation, each of the subsidiaries of the Borrower listed on the signature pages hereto or that becomes a party hereto (each such
subsidiary individually a “Subsidiary Grantor” and, collectively, the “Subsidiary Grantors”; the Subsidiary Grantors and the Borrower are referred to collectively herein as the “Grantors”), and
JPMorgan Chase Bank, N.A. (“JPMorgan”), as collateral agent (in such capacity, together with its successors, in such capacity the “Collateral Agent”) under the Credit Agreement referred to below for the benefit of
the Secured Parties. 
 A. Reference is made to that certain Credit Agreement, dated as of December 21, 2011 (as amended, supplemented
or otherwise modified from time to time, the “Credit Agreement”) among the Borrower, the banks, financial institutions and other lending institutions from time to time party thereto (the “Lenders”), JPMorgan Chase
Bank, N.A. (“JPMorgan”), as Administrative Agent, Collateral Agent, Swingline Lender and a Letter of Credit Issuer, and each other Letter of Credit Issuer from time to time party thereto. 

B. Reference is made to that certain Security Agreement, dated as of December 21, 2011 (as amended, supplemented or otherwise modified
from time to time, the “Security Agreement”), among the Borrower, each of the subsidiaries of the Borrower listed on the signature pages thereto or that becomes a party thereto pursuant to Section 8.13 thereof, and
JPMorgan, as Collateral Agent under the Credit Agreement for the benefit of the Secured Parties. 
 C. Capitalized terms used herein and not
otherwise defined herein (including in the preamble and the recitals hereto) shall have the meanings assigned to such terms in the Security Agreement or the Credit Agreement, as applicable. The rules of construction and the interpretive provisions
specified in Section 1(c) of the Security Agreement shall apply to this Agreement, including terms defined in the preamble and recitals hereto. 

D. The Grantors have entered into the Security Agreement in order to induce the Agents, the Lenders and the Letter of Credit Issuers to enter
into the Credit Agreement and to (a) induce the Lenders and the Letter of Credit Issuers to make their respective Extensions of Credit to the Borrower under the Credit Agreement, (b) to induce one or more Hedge Banks to enter into Secured
Hedge Agreements with the Borrower or any Subsidiary of the Borrower and (c) induce one or more Cash Management Banks to provide Cash Management Services pursuant to Secured Cash Management Agreements to the Borrower or any Subsidiary of the
Borrower 
 E. Pursuant to Section 3.2(b) of the Security Agreement, the Grantors have agreed to execute or otherwise
authenticate this Agreement for recording the Security Interest granted under the Security Agreement to the Collateral Agent in each such Grantor’s material Registered Intellectual Property with the United States Patent and Trademark Office and
the United States Copyright Office (or successor offices thereto). 
 Accordingly, the Collateral Agent and Grantors agree as follows: 

SECTION 1. Grant of Security.1 Each Grantor hereby grants to the Collateral Agent
for the ratable benefit of the Secured Parties a security interest in all of each such Grantor’s right, title and interest in and to the [United States Trademark registrations and applications] [United States Patent 

 
  

	1 	Separate agreements should be entered in respect of patents, trademarks, and copyrights. 


  
 Exhibit 2-1 








 
registrations and applications] [United States Copyright registrations and applications] set forth in Schedule I hereto (collectively, the “Collateral”)[; provided
that, applications in the United States Patent and Trademark Office to register trademarks or service marks on the basis of any Grantor’s “intent to use” such trademarks or service marks will not be deemed to be Collateral unless
and until a “Statement of Use” or “Amendment to Allege Use” has been filed and accepted in the United States Patent and Trademark Office, whereupon such application shall be automatically subject to the security interest granted
herein and deemed to be included in the Collateral]2. 
 SECTION 2. Security for
Obligations. The grant of a security interest in the Collateral by each Grantor under this Agreement secures the payment of all amounts that constitute part of such Grantor’s Obligations and would be owed to the Collateral Agent or the
Secured Parties but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Grantors. 

SECTION 3. Recordation. Each Grantor authorizes and requests that [the Register of Copyrights,] [the Commissioner for Patents,] [the
Commissioner for Trademarks] record this Agreement. 
 SECTION 4. Grants, Rights and Remedies. This Agreement has been entered into
in conjunction with the provisions of the Security Agreement. Each Grantor does hereby acknowledge and confirm that the grant of the security interest hereunder to, and the rights and remedies of, the Collateral Agent with respect to the Collateral
are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth herein. In the event of any conflict between the terms of this Agreement and the terms of the Security
Agreement, the Security Agreement shall control. 
 SECTION 5. Counterparts. This Agreement may be executed by one or more of the
parties to this Agreement on any number of separate counterparts (including by facsimile or other electronic transmission (i.e. a “pdf” or a “tif”)), and all of said counterparts taken together shall be deemed to constitute one
and the same instrument. A set of the copies of this Agreement signed by all the parties shall be lodged with the Collateral Agent and the Borrower. 

SECTION 6. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 
 SECTION 7. Severability. Any provision of this Agreement
that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with
valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. 

SECTION 8. Notices. All notices, requests and demands pursuant hereto shall be made in accordance with Section 13.2 of the Credit
Agreement. All communications and notices hereunder to any Subsidiary Grantor shall be given to it in care of the Borrower at the Borrower’s address set forth in Section 13.2 of the Credit Agreement. 

 
  

	2 	For Trademark Agreement only. 


  
 Exhibit 2-2 








 SECTION 9. Expenses. Each Grantor agrees to pay any and all reasonable and documented out
of pocket expenses (including all reasonable fees and disbursements of counsel) that may be paid or incurred by any Secured Party in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of
the Obligations and/or enforcing any rights with respect to, or collecting against, each such Grantor under this Agreement to the extent the Borrower would be required to do so pursuant to Section 13.5 of the Credit Agreement. 

[SIGNATURE PAGES FOLLOW] 

  
 Exhibit 2-3 








 IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be duly executed and
delivered as of the             day of [            ], 20[    ]. 

 

			
	 SAMSON INVESTMENT COMPANY,

    as Grantor

		
	By:		  

			Name:
			Title:
	
	 [NAME OF ADDITIONAL GRANTOR],

    as Grantor

		
	By:		  

			Name:
			Title:









 
			
	 JPMORGAN CHASE BANK, N.A.,

    as Collateral Agent

		
	By:		  

			Name:
			Title:









 SCHEDULE I 

TO THE [COPYRIGHT][TRADEMARK][PATENT]  

SECURITY AGREEMENT 

[UNITED STATES TRADEMARKS][UNITED STATES PATENTS] 

[UNITED STATES COPYRIGHTS] 

  
 Schedule I 








 EXHIBIT F 

FORM OF PLEDGE AGREEMENT 

  
 F-1 








 EXECUTION VERSION 
  

 
  

PLEDGE AGREEMENT 
 among

 SAMSON RESOURCES CORPORATION, 

SAMSON INVESTMENT COMPANY, 

each of the Subsidiary Pledgors 

from time to time party hereto 

and 
 JPMORGAN CHASE BANK,
N.A., 
 as Collateral Agent 

Dated as of December 21, 2011 







 PLEDGE AGREEMENT 

PLEDGE AGREEMENT, dated as of December 21, 2011 (this “Agreement”), among Samson Resources Corporation, a Delaware
corporation (“Holdings”), Samson Investment Company, a Nevada corporation (the “Borrower”), each of the Subsidiaries of the Borrower listed on the signature pages hereto or that becomes a party hereto pursuant to
Section 9 (each such Subsidiary being a “Subsidiary Pledgor” and, collectively, the “Subsidiary Pledgors”; the Subsidiary Pledgors, Holdings and the Borrower are referred to collectively as the
“Pledgors”) and JPMorgan Chase Bank, N.A. as Collateral Agent (in such capacity, together with its successors in such capacity, the “Collateral Agent”) under the Credit Agreement referred to below for the benefit of
the Secured Parties. 
 WHEREAS, reference is made to that certain Credit Agreement, dated as of the date hereof (as amended, restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the banks, financial institutions and other lending institutions from time to time party thereto (the “Lenders”),
JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent, Swingline Lender and a Letter of Credit Issuer, and each other Letter of Credit Issuer from time to time party thereto; 

WHEREAS, (a) pursuant to the Credit Agreement, among other things, the Lenders have severally agreed to make Loans to the Borrower
(including Swingline Loans to be made by the Swingline Lender) and the Letter of Credit Issuers have agreed to issue Letters of Credit for the account of the Borrower or the Restricted Subsidiaries upon the terms and subject to the conditions set
forth therein, (b) one or more Hedge Banks have or may from time to time enter into Secured Hedge Agreements with the Borrower and/or its Restricted Subsidiaries and (c) one or more Cash Management Banks have or may from time to time
provide Cash Management Services pursuant to Secured Cash Management Agreements to the Borrower and/or any of its Restricted Subsidiaries (clauses (a), (b), and (c), collectively, the “Extensions of Credit”); 

WHEREAS, pursuant to the Guarantee, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time,
the “Guarantee”), Holdings and each Subsidiary Pledgor has agreed to unconditionally and irrevocably guarantee, as primary obligor and not merely as surety, for the ratable benefit of the Secured Parties, the prompt and complete
payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations; 
 WHEREAS, the Borrower
is a wholly-owned subsidiary of Holdings; 
 WHEREAS, each Subsidiary Pledgor is a Domestic Subsidiary of the Borrower; 

WHEREAS, the proceeds of the Extensions of Credit will be used in part to enable the Borrower to make valuable transfers to the Subsidiary
Pledgors in connection with the operation of their respective businesses; 
 WHEREAS, each Pledgor acknowledges that it will derive
substantial direct and indirect benefit from the making of the Extensions of Credit; WHEREAS, it is a condition precedent to the obligation of the Secured Parties to make their respective Extensions of Credit to the Borrower that the Borrower,
Holdings and the Subsidiary Pledgors shall have executed and delivered this Agreement to the Collateral Agent for the ratable benefit of the Secured Parties; and 

WHEREAS, (a) the Pledgors are the legal and beneficial owners of the Equity Interests described in Schedule 1 and issued by the
entities named therein (such Equity Interests are, together with any other Equity Interests required to be pledged pursuant to Section 9.11 of the Credit Agreement (the “After-

  
 -1- 








 
acquired Shares”), referred to collectively herein as the “Pledged Shares”) and (b) each of the Pledgors is the legal and beneficial owner of the Indebtedness
owed to it described in Schedule 1 and issued by the entities named therein (such Indebtedness, together with any other Indebtedness owed to any Pledgor hereafter and required to be pledged pursuant to Section 9.11(a) of the Credit
Agreement (the “After-acquired Debt”) is referred to collectively herein as the “Pledged Debt”), in each case as such Schedule may be amended pursuant to Section 9.11 of the Credit Agreement; 

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, and to induce the Administrative Agent, the Collateral Agent, the Lenders and the Letter of Credit Issuers to enter into the Credit Agreement and to induce the Lenders and Letter of Credit Issuers to make their respective Extensions of
Credit to the Borrower under the Credit Agreement, to induce one or more Hedge Banks to enter into Secured Hedge Agreements with the Borrower and/or its Restricted Subsidiaries and to induce one or more Cash Management Banks to provide Cash
Management Services pursuant to Secured Cash Management Agreements with the Borrower and/or its Restricted Subsidiaries, the Pledgors hereby agree with the Collateral Agent, for the ratable benefit of the Secured Parties, as follows: 

1. Defined Terms. 
 (a)
Unless otherwise defined herein, terms defined in the Credit Agreement and used in this Agreement (including terms used in the preamble and the recitals) shall have the meanings given to them in the Credit Agreement. 

(b) Terms used herein that are not defined herein or in the Credit Agreement, but that are terms defined in the UCC and not defined in this
Agreement or in the Credit Agreement shall have the meanings specified therein (and if defined in more than one article of the UCC, shall have the meaning specified in Article 9 thereof); the term “instrument” shall have the meaning
specified in Article 9 of the UCC. 
 (c) The rules of construction and other interpretive provisions specified in Sections 1.2, 1.5, 1.6 and
1.7 of the Credit Agreement shall apply to this Agreement, including terms defined in the preamble and recitals to this Agreement. 
 (d) The
following terms shall have the following meanings: 
 “After-acquired Debt” shall have the meaning assigned to such term in
the recitals. 
 “After-acquired Shares” shall have the meaning assigned to such term in the recitals. 

“Agreement” shall have the meaning assigned to such term in the preamble. 

“Collateral” shall have the meaning assigned to such term in Section 2. 

“Collateral Agent” shall have the meaning assigned to such term in the preamble. 

“Credit Agreement” shall have the meaning assigned to such term in the recitals. 

“Equity Interests” shall mean Stock and Stock Equivalents. 

“Extensions of Credit” shall have the meaning assigned to such term in the recitals. 

  
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 “Guarantee” shall have the meaning assigned to such term in the recitals. 

“Lenders” shall have the meaning assigned to such term in the recitals. 

“Obligations” shall have the meaning given such term in the Credit Agreement; provided that references herein to
(i) the Obligations of Holdings or the Borrower shall refer to the Obligations (as defined in the Credit Agreement), and (ii) the Obligations of any Subsidiary Pledgor shall refer to such Subsidiary Pledgor’s Subsidiary Pledgor
Obligations. 
 “Pledged Debt” shall have the meaning assigned to such term in the recitals. 

“Pledged Shares” shall have the meaning assigned to such term in the recitals. 

“Pledgors” shall have the meaning assigned to such term in the preamble. 

“Proceeds” shall mean all “proceeds” as such term is defined in Article 9 of the UCC and, in any event, shall
include with respect to any Pledgor (a) any consideration received from the sale, exchange, license, lease or other Disposition of any asset or property that constitutes Collateral, any value received as a consequence of the possession of any
Collateral and any payment received from any insurer or other Person or entity as a result of the destruction, loss, theft, damage or other involuntary conversion of whatever nature of any asset or property that constitutes Collateral, (b) all
cash and negotiable instruments received by or held on behalf of the Collateral Agent and (c) any and all other amounts from time to time paid or payable under or in connection with any of the Collateral. 

“Secured Debt Documents” shall mean, collectively, the Credit Documents, each Secured Hedge Agreement and each Secured Cash
Management Agreement. 
 “Subsidiary Pledgor Obligations” shall mean, with respect to any Subsidiary Pledgor, all
Obligations (as defined in the Credit Agreement) of such Subsidiary Pledgor which may arise under or in connection with the Guarantee and any other Secured Debt Document to which such Subsidiary Pledgor is a party. 

“Subsidiary Pledgors” shall have the meaning assigned to such term in the preamble. 

“Termination Date” shall mean the date on which all Obligations are paid in full (other than Hedging Obligations under any
Secured Hedge Agreements, Cash Management Obligations under any Secured Cash Management Agreements or contingent indemnification obligations not then due) and the Total Commitment and all Letters of Credit are terminated (other than Letters of
Credit that have been cash collateralized on terms reasonably satisfactory to each Letter of Credit Issuer in respect thereof or back-stopped following the termination of the Commitments). 

“UCC” shall mean the Uniform Commercial Code as from time to time in effect in the State of New York; provided,
however, that, in the event that, by reason of mandatory provisions of law, any of the attachment, perfection or priority of the Collateral Agent’s and the Secured Parties’ security interest in any Collateral is governed by the Uniform
Commercial Code as in effect in a jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such
attachment, perfection or priority and for purposes of definitions related to such provisions. 
 (e) Where the context requires, terms
relating to the Collateral or any part thereof, when used in relation to a Pledgor, shall refer to such Pledgor’s Collateral or the relevant part thereof. 

  
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 2. Grant of Security. Each Pledgor hereby transfers, assigns and pledges to the Collateral
Agent, for the ratable benefit of the Secured Parties, and grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a lien on and a security interest in (the “Security Interest”) all of such Pledgor’s
right, title and interest in, to and under the following assets and properties, whether now owned or existing or at any time hereafter acquired or existing (collectively, the “Collateral”) as collateral security for the prompt and
complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of such Pledgor’s Obligations: 

(a) the Pledged Shares held by such Pledgor and the certificates, if any, representing such Pledged Shares and any interest of
such Pledgor in the entries on the books of the issuer of the Pledged Shares or any financial intermediary pertaining to the Pledged Shares and all dividends, cash, warrants, rights, instruments and other property or Proceeds from time to time
received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; provided that the Pledged Shares under this Agreement shall not include any Excluded Stock; 

(b) the Pledged Debt and the instruments evidencing the Pledged Debt owed to such Pledgor, and all interest, cash, instruments
and other property or Proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Pledged Debt; and 

(c) to the extent not covered by clauses (a) and (b) above, respectively, all Proceeds of any or all of the foregoing
Collateral. 
 3. Security for Obligations. This Agreement secures the payment of all the Obligations. Without limiting the generality
of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by any Pledgor to the Collateral Agent or the other Secured Parties under the Secured Debt Documents but for the fact that
they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Pledgor. 

4. Delivery of the Collateral. All certificates or instruments, if any, representing or evidencing the Collateral shall be promptly
delivered to and held by or on behalf of the Collateral Agent pursuant hereto to the extent required by the Credit Agreement and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or
assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent. The Collateral Agent shall have the right, at any time after the occurrence and during the continuance of an Event of Default and with notice to the
relevant Pledgor, to transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Pledged Shares. Each delivery of Collateral (including any After-acquired Shares and After-acquired Debt) shall be
accompanied by a schedule describing the assets theretofore and then being pledged hereunder, which shall be attached hereto as part of Schedule 1 and made a part hereof; provided that the failure to attach any such schedule hereto
shall not affect the validity of such pledge of such securities. Each schedule so delivered shall supplement any prior schedules so delivered. 

5. Representations and Warranties. Each Pledgor represents and warrants as follows: 

(a) Schedule 1 (i) correctly represents as of the Closing Date (A) the issuer, the certificate number, if any,
the Pledgor and the record and beneficial owner, the number and class and the percentage of the issued and outstanding Equity Interests of such class of all Pledged 

  
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Shares and (B) the issuer, the initial principal amount, the Pledgor and holder, date of issuance and maturity date of all Pledged Debt and (ii) together with the comparable schedule to
each supplement hereto, includes all Equity Interests, debt securities and promissory notes required to be pledged pursuant to Sections 6.2 and 9.11 of the Credit Agreement and Section 9(b) hereof. Except as set forth on Schedule
1, the Pledged Shares represent all (or 66% of all the issued and outstanding voting Equity Interests in the case of pledges of Equity Interests in Foreign Subsidiaries) of the issued and outstanding Equity Interests of each class of Equity
Interests in the issuer on the Closing Date. 
 (b) Such Pledgor is the legal and beneficial owner of the Collateral pledged
or assigned by such Pledgor hereunder free and clear of any Lien, except for Liens permitted by Section 10.2 of the Credit Agreement and the Lien created by this Agreement. 

(c) As of the Closing Date, the Pledged Shares pledged by such Pledgor hereunder have been duly authorized and validly issued
and, in the case of Pledged Shares issued by a corporation, are fully paid and non-assessable. 
 (d) The execution and
delivery by such Pledgor of this Agreement and the pledge of the Collateral pledged by such Pledgor hereunder pursuant hereto create a legal, valid and enforceable security interest in such Collateral and, (i) in the case of certificates or
instruments representing or evidencing the Collateral, upon the earlier of (x) delivery of such Collateral to the Collateral Agent in the State of New York and (y) the filing of the applicable Uniform Commercial Code financing statements
described in Section 3.2(b) of the Security Agreement and (ii) in the case of all other Collateral, upon the filing of the applicable Uniform Commercial Code financing statements described in Section 3.2(b) of the Security Agreement,
shall create a perfected first priority security interest in such Collateral, securing the payment of the Obligations, in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, subject to the effects of bankruptcy,
insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law). 

(e) Such Pledgor has full power, authority and legal right to pledge all the Collateral pledged by such Pledgor pursuant to
this Agreement and this Agreement, constitutes a legal, valid and binding obligation of each Pledgor, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar
laws relating to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law). 

6. Certification of Limited Liability Company, Limited Partnership Interests and Pledged Debt. 

(a) Any Equity Interests required to be pledged hereunder in any Domestic Subsidiary that is organized as a limited liability company or
limited partnership and pledged hereunder shall either (i) be represented by a certificate and the applicable Pledgor shall cause the issuer of such interests to elect to treat such interests as a “security” within the meaning of
Article 8 of the Uniform Commercial Code of its jurisdiction of organization or formation, as applicable, by including in its organizational documents language substantially similar to the following in order to provide that such interests shall be
governed by Article 8 of the Uniform Commercial Code: 

  
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 “The Partnership/LLC hereby irrevocably elects that all membership interests in the
Partnership/LLC shall be securities governed by Article 8 of the Uniform Commercial Code of [jurisdiction of organization or formation, as applicable]. Each certificate evidencing partnership/membership interests in the Partnership/LLC shall bear
the following legend: “This certificate evidences an interest in [name of Partnership/LLC] and shall be a security for purposes of Article 8 of the Uniform Commercial Code.” No change to this provision shall be effective until all
outstanding certificates have been surrendered for cancellation and any new certificates thereafter issued shall not bear the foregoing legend.” 

or (ii) the applicable Pledgor shall cause the issuer of such interests not to elect to have such interests treated as a
“security” within the meaning of Article 8 of the Uniform Commercial Code of its jurisdiction of organization or formation, as applicable. 

(b) Each Pledgor will comply with Section 9.11 of the Credit Agreement. 

7. Further Assurances. Each Pledgor agrees that at any time and from time to time, at the expense of such Pledgor, it will execute or
otherwise authorize the filing of any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of
trust and other documents), which may be required under any applicable Requirements of Law, or which the Collateral Agent or the Administrative Agent may reasonably request, in order (a) to perfect and protect any pledge, assignment or security
interest granted or purported to be granted hereby (including the priority thereof) or (b) to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. 

8. Voting Rights; Dividends and Distributions; Etc. 

(a) So long as no Event of Default shall have occurred and be continuing: 

(i) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Collateral or
any part thereof for any purpose not prohibited by the terms of this Agreement or the other Secured Debt Documents. 
 (ii)
The Collateral Agent shall execute and deliver (or cause to be executed and delivered) to each Pledgor all such proxies and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and
other rights that it is entitled to exercise pursuant to paragraph (i) above. 
 (b) Subject to paragraph (c) of this
Section 8, each Pledgor shall be entitled to receive and retain and use, free and clear of the Lien created by this Agreement, any and all dividends, distributions, principal and interest made or paid in respect of the Collateral to the
extent not prohibited by any Secured Debt Document; provided, however, that any and all noncash dividends, interest, principal or other distributions that would constitute Pledged Shares or Pledged Debt, whether resulting from a
subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Shares or received in exchange for Pledged Shares or Pledged Debt or any part thereof, or in redemption thereof, or as a result of any
merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be, and shall be forthwith delivered to the Collateral Agent to hold as, Collateral and shall, if received by such Pledgor, be
received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Pledgor and be forthwith delivered to the Collateral Agent as Collateral in the same form as so received (with any necessary
indorsement). 

  
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 (c) Upon written notice to a Pledgor by the Collateral Agent following the occurrence and during
the continuance of an Event of Default, 
 (i) all rights of such Pledgor to exercise or refrain from exercising the voting
and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 8(a)(i) shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to
exercise or refrain from exercising such voting and other consensual rights during the continuance of such Event of Default; provided that, unless otherwise directed by the Majority Lenders, the Collateral Agent shall have the right (but not
the obligation) from time to time following the occurrence and during the continuance of an Event of Default to permit the Pledgors to exercise such rights. After all Events of Default have been cured or waived, each Pledgor will have the right to
exercise the voting and consensual rights that such Pledgor would otherwise be entitled to exercise pursuant to the terms of Section 8(a)(i) (and the obligations of the Collateral Agent under Section 8(a)(ii) shall be
reinstated); 
 (ii) all rights of such Pledgor to receive the dividends, distributions and principal and interest payments
that such Pledgor would otherwise be authorized to receive and retain pursuant to Section 8(b) shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to receive
and hold as Collateral such dividends, distributions and principal and interest payments during the continuance of such Event of Default. After all Events of Default have been cured or waived, the Collateral Agent shall repay to each Pledgor
(without interest) all dividends, distributions and principal and interest payments that such Pledgor would otherwise be permitted to receive, retain and use pursuant to the terms of Section 8(b); 

(iii) all dividends, distributions and principal and interest payments that are received by such Pledgor contrary to the
provisions of Section 8(b) shall be received in trust for the benefit of the Collateral Agent shall be segregated from other property or funds of such Pledgor and shall forthwith be delivered to the Collateral Agent as Collateral in the
same form as so received (with any necessary indorsements); and 
 (iv) in order to permit the Collateral Agent to receive
all dividends, distributions and principal and interest payments to which it may be entitled under Section 8(b), to exercise the voting and other consensual rights that it may be entitled to exercise pursuant to
Section 8(c)(i), and to receive all dividends, distributions and principal and interest payments that it may be entitled to under Sections 8(c)(ii) and 8(c)(iii), such Pledgor shall from time to time execute and deliver to
the Collateral Agent, appropriate proxies, dividend payment orders and other instruments as the Collateral Agent may reasonably request in writing. 

9. Transfers and Other Liens; Additional Collateral; Etc. Each Pledgor shall: 

(a) not (i) except as permitted by the Credit Agreement (including pursuant to waivers and consents thereunder), sell or
otherwise dispose of, or grant any option or warrant with respect to, any of the Collateral or (ii) create or suffer to exist any consensual Lien upon or with respect to any of the Collateral, except for the Lien created by this Agreement;
provided that, in the event such Pledgor sells or otherwise Disposes of assets as permitted by the Credit Agreement (including pursuant to waivers and consents thereunder), and such assets are or include any of the Collateral, the Collateral
Agent shall release such Collateral to such Pledgor free and clear of the Lien created by this Agreement concurrently with the consummation of such sale or Disposition in accordance with Section 13.17 of the Credit Agreement and
Section 14; 

  
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 (b) pledge and, if applicable, cause each Domestic Subsidiary required to become
a party to this Agreement to pledge, to the Collateral Agent for the ratable benefit of the Secured Parties, immediately upon acquisition thereof, all the After-acquired Shares and After-acquired Debt required to be pledged hereunder pursuant to
Section 9.11 of the Credit Agreement, in each case pursuant to a supplement to this Agreement substantially in the form of Annex A or such other form reasonably acceptable to the Collateral Agent (it being understood that the execution
and delivery of such a supplement shall not require the consent of any Pledgor hereunder and that the rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Subsidiary Pledgor
as a party to this Agreement); and 
 (c) defend its and the Collateral Agent’s title or interest in and to all the
Collateral (and in the Proceeds thereof) against any and all Liens (other than Liens permitted by Section 10.2 of the Credit Agreement and the Lien created by this Agreement), however arising, and any and all Persons whomsoever. 

10. Collateral Agent Appointed Attorney-in-Fact. Each Pledgor hereby appoints, which appointment is irrevocable and coupled with an
interest, the Collateral Agent as such Pledgor’s attorney-in-fact, with full authority in the place and stead of such Pledgor and in the name of such Pledgor or otherwise, to take any action and to execute any instrument, in each case after the
occurrence and during the continuance of an Event of Default and with notice to such Pledgor, that the Collateral Agent may deem reasonably necessary or advisable to accomplish the purposes of this Agreement, including to receive, indorse and
collect all instruments made payable to such Pledgor representing any dividend, distribution or principal or interest payment in respect of the Collateral or any part thereof and to give full discharge for the same. 

11. The Collateral Agent’s Duties. The powers conferred on the Collateral Agent hereunder are solely to protect its interest in the
Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Collateral Agent shall have no duty as
to any Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Pledged Shares, whether or not the Collateral Agent or any other Secured Party has or is
deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any Collateral. The Collateral Agent shall be deemed to have exercised reasonable care in
the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property. 

12. Remedies. If any Event of Default shall have occurred and be continuing: 

(a) The Collateral Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for
herein or otherwise available to it, all the rights and remedies of a secured party upon default under the UCC (whether or not the UCC applies to the affected Collateral) or any other applicable Requirement of Law or in equity and also may with
notice to the relevant Pledgor, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange broker’s board or at any of the Collateral Agent’s offices or elsewhere, for cash, on credit or for
future delivery, at such price or prices and upon such other 

  
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terms as are commercially reasonable irrespective of the impact of any such sales on the market price of the Collateral. The Collateral Agent shall be authorized at any such sale (if it deems it
advisable to do so) to restrict the prospective bidders or purchasers of Collateral to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale
thereof, and, upon consummation of any such sale, the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each purchaser at any such sale shall hold the property sold
absolutely free from any claim or right on the part of any Pledgor, and each Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal that it now has or may at any time in the future have under any
Requirement of Law now existing or hereafter enacted. The Collateral Agent or any Secured Party shall have the right upon any such public sale, and, to the extent permitted by law, upon any such private sale, to purchase all or any part of the
Collateral so sold, and the Collateral Agent or such Secured Party may pay the purchase price by crediting the amount thereof against the Obligations. Each Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten
days’ notice to such Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral
regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and
place to which it was so adjourned. To the extent permitted by law, each Pledgor hereby waives any claim against the Collateral Agent arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was
less than the price that might have been obtained at a public sale, even if the Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree. 

(b) The Collateral Agent shall apply the Proceeds of any collection or sale of the Collateral in the manner specified in
Section 11 of the Credit Agreement. Upon any sale of the Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making
the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent
or such officer or be answerable in any way for the misapplication thereof. 
 (c) The Collateral Agent may exercise any and
all rights and remedies of each Pledgor in respect of the Collateral. 
 (d) All payments received by any Pledgor in respect
of the Collateral after the occurrence and during the continuance of an Event of Default shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of such Pledgor and shall be forthwith
delivered to the Collateral Agent as Collateral in the same form as so received (with any necessary indorsement). 
 13. Amendments, etc.
with Respect to the Obligations; Waiver of Rights. Except for the termination of a Pledgor’s Obligations hereunder as provided in Section 14, each Pledgor shall remain obligated hereunder notwithstanding that, without any
reservation of rights against any Pledgor and without notice to or further assent by any Pledgor, (a) any demand for payment of any of the Obligations made by the Collateral Agent or any other Secured Party may be rescinded by such party and
any of the Obligations continued, (b) the Obligations, or the liability of any other party upon or for any part thereof, 

  
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or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated,
compromised, waived, surrendered or released by the Collateral Agent or any other Secured Party, (c) the Secured Debt Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or
terminated, in whole or in part, in accordance with the terms of the applicable Secured Debt Document, and (d) any collateral security, guarantee or right of offset at any time held by the Collateral Agent or any other Secured Party for the
payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Collateral Agent nor any other Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security
for the Obligations or for this Agreement or any property subject thereto. When making any demand hereunder against any Pledgor, the Collateral Agent or any other Secured Party may, but shall be under no obligation to, make a similar demand on the
Borrower or any Pledgor or any other person, and any failure by the Collateral Agent or any other Secured Party to make any such demand or to collect any payments from the Borrower or any Pledgor or any other person or any release of the Borrower or
any Pledgor or any other person shall not relieve any Pledgor in respect of which a demand or collection is not made or any Pledgor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and
remedies, express or implied, or as a matter of law, of the Collateral Agent or any other Secured Party against any Pledgor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings. 

14. Continuing Security Interest; Assignments Under the Credit Agreement; Release. 

(a) This Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Pledgor and
the successors and assigns thereof, and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until the Termination Date, notwithstanding that from time
to time prior to the Termination Date, the Pledgors may be free from any Obligations. 
 (b) A Subsidiary Pledgor shall
automatically be released from its obligations hereunder and the Collateral of such Subsidiary Pledgor shall be automatically released upon consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary
Pledgor ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary; provided that, the Majority Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such
consent did not provide otherwise. 
 (c) The Collateral shall be automatically released from the Liens of this Agreement (i) upon any
Disposition by any Pledgor of any Collateral that is permitted under the Credit Agreement (other than to another Pledgor) and (ii) upon the effectiveness of any written consent to the release of the security interest granted in such Collateral
pursuant to Section 13.17 of the Credit Agreement. Any such release in connection with any sale, transfer or other disposition of such Collateral shall result in such Collateral being sold, transferred or Disposed of, as applicable, free and
clear of the Liens of this Agreement. 
 (d) In connection with any termination or release pursuant to the foregoing paragraph (a),
(b) or (c), the Collateral Agent shall execute and deliver to any Pledgor or authorize the filing of, at such Pledgor’s expense, all documents that such Pledgor shall reasonably request to evidence such termination or release. Any
execution and delivery of documents pursuant to this Section 14 shall be without recourse to or warranty by the Collateral Agent. 

  
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 15. Reinstatement. Each Pledgor further agrees that, if any payment made by any Credit
Party or other Person and applied to the Obligations is at any time annulled, avoided, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid, or the Proceeds of Collateral are
required to be returned by any Secured Party to such Credit Party, its estate, trustee, receiver or any other party, including any Pledgor, under any bankruptcy law, state, federal or foreign law, common law or equitable cause, then, to the extent
of such payment or repayment, any Lien or other Collateral securing such liability shall be and remain in full force and effect, as fully as if such payment had never been made or, if prior thereto the Lien granted hereby or other Collateral
securing such liability hereunder shall have been released or terminated by virtue of such cancellation or surrender), such Lien or other Collateral shall be reinstated in full force and effect, and such prior cancellation or surrender shall not
diminish, release, discharge, impair or otherwise affect any Lien or other Collateral securing the obligations of any Pledgor in respect of the amount of such payment. 

16. Notices. All notices, requests and demands pursuant hereto shall be made in accordance with Section 13.2 of the Credit
Agreement. All communications and notices hereunder to any Pledgor shall be given to it in care of the Borrower at the Borrower’s address set forth in Section 13.2 of the Credit Agreement. 

17. Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts
(including by facsimile or other electronic transmission (i.e. a “pdf” or a “tif” file)), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of copies of this Agreement
signed by all of the parties shall be lodged with the Collateral Agent and the Borrower. 
 18. Severability. Any provision of this
Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with
valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. 
 19.
Integration. This Agreement together with the other Secured Debt Documents represents the agreement of each of the Pledgors with respect to the subject matter hereof and thereof and there are no promises, undertakings, representations or
warranties by the Collateral Agent or any other Secured Party relative to the subject matter hereof not expressly set forth or referred to herein or in the other Secured Debt Documents. 

20. Amendments in Writing; No Waiver; Cumulative Remedies. 

(a) None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except by a written instrument
executed by the affected Pledgor(s) and the Collateral Agent in accordance with Section 13.1 of the Credit Agreement; provided, however, that this Agreement may be supplemented (but no existing provisions may be modified and no
Collateral may be released) through agreements substantially in the form of Annex A, in each case duly executed by each Pledgor directly affected thereby. 

(b) Neither the Collateral Agent nor any Secured Party shall by any act (except by a written instrument pursuant to Section 20(a)),
delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default or in 

  
 -11- 








 
any breach of any of the terms and conditions hereof or of any other applicable Secured Debt Document. No failure to exercise, nor any delay in exercising, on the part of the Collateral Agent or
any other Secured Party, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any
other right, power or privilege. A waiver by the Collateral Agent or any other Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that the Collateral Agent or such other Secured
Party would otherwise have on any future occasion. 
 (c) The rights, remedies, powers and privileges herein provided are cumulative, may be
exercised singly or concurrently and are not exclusive of any other rights or remedies provided by Requirement of Law. 
 21. Section
Headings. The Section headings used in this Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof. 

22. Successors and Assigns. This Agreement shall be binding upon the successors and assigns of each Pledgor and shall inure to the
benefit of the Collateral Agent and the other Secured Parties and their respective successors and assigns, except that no Pledgor may assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written
consent of the Collateral Agent, except pursuant to a transaction permitted by the Credit Agreement. 
 23. WAIVER OF JURY TRIAL.
EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, ANY OTHER CREDIT DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN. 

24. Submission to Jurisdiction; Waivers. Each party hereto irrevocably and unconditionally: 

(a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Credit
Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern
District of New York and appellate courts from any thereof; 
 (b) consents that any such action or proceeding shall be
brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim
the same; 
 (c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by
registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address referred to in Section 16 or at such other address of which the Collateral Agent shall have been notified pursuant
thereto; 
 (d) agrees that nothing herein shall affect the right of any other party hereto (or any Secured Party) to effect
service of process in any other manner permitted by law or shall limit the right of any party hereto (or any Secured Party) to sue in any other jurisdiction; and 

  
 -12- 








 (e) waives, to the maximum extent not prohibited by law, any right it may have to
claim or recover in any legal action or proceeding referred to in this Section 24 any special, exemplary, punitive or consequential damages. 

25. Acknowledgments. Each party hereto hereby acknowledges that: 

(a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Secured Debt Documents to which
it is a party; 
 (b) (i) neither the Collateral Agent nor any other Agent or Secured Party has assumed or will assume an advisory,
agency or fiduciary responsibility in favor of any Pledgor with respect to any of the transactions contemplated in this Agreement or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any
other Secured Debt Document (irrespective of whether the Collateral Agent or any other Agent or Secured Party has advised or is currently advising any of the Pledgors or their respective Affiliates on other matters) and neither the Collateral Agent
or other Agent or Secured Party has any obligation to any of the Pledgors or their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Secured Debt
Documents; (ii) the Collateral Agent and its Affiliates, each other Agent and each other Secured Party and each Affiliate of the foregoing may be engaged in a broad range of transactions that involve interests that differ from those of the
Pledgors and their respective Affiliates, and neither the Collateral Agent nor any other Agent or Secured Party has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (iii) neither
the Collateral Agent nor any other Agent or Secured Party has provided and none will provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other
modification hereof or of any other Secured Debt Document) and the Pledgors have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate. Each Pledgor agrees that it will not claim
that the Collateral Agent or any other Agent or Secured Party, as the case may be, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Pledgor, in connection with the transactions contemplated in this
Agreement or the process leading thereto; and 
 (c) no joint venture is created hereby or by the other Secured Debt Documents or otherwise
exists by virtue of the transactions contemplated hereby among the Lenders, the Agents and any other Secured Party or among the Pledgors and the Lenders, the Agents and any other Secured Party. 

26. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 
 [Signature Pages Follow] 

  
 -13- 








 IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be duly executed and
delivered as of the day and year first above written. 
  

			
	SAMSON INVESTMENT COMPANY
	SAMSON RESOURCES CORPORATION
	SAMSON RESOURCES COMPANY
	SAMSON HOLDINGS, INC.
	SAMSON CONTOUR ENERGY CO.
	SAMSON CONTOUR ENERGY E & P, LLC
	SAMSON LS, LLC
	GEODYNE RESOURCES, INC.
	 SAMSON-INTERNATIONAL, LTD.

    each as Pledgor

		
	By:		  

			Name:
			Title:   Authorized Officer



  
 Signature Page 

Samson Investment Company 
 Pledge
Agreement 








 
			
	JPMORGAN CHASE BANK, N.A.,
	as Collateral Agent
		
	By:		  

			Name:
			Title:



  
 Signature Page 

Samson Investment Company 
 Pledge
Agreement 








 SCHEDULE 1 

TO THE PLEDGE AGREEMENT 

PLEDGED SHARES AND PLEDGED DEBT 

Pledged Shares 
  

																			
	 Pledgor
	 	 Issuer
	 	 Issuer’s
Jurisdiction
of Formation
	 	 Class of Equity Interest
	 	Certificate
No(s)	 	 	Number of
Units	 	 	Percentage of
Issued and
Outstanding
Units	 
	 Samson Resources Corporation
	 	Samson Investment Company	 	Nevada	 	common stock	 	 	63	  	 	 	116,929,402	  	 	 	100	% 
	 Samson Investment Company
	 	Samson Resources Company	 	Oklahoma	 	common stock	 	 	25, 29, 30	  	 	 	1,257,637	  	 	 	100	% 
	 Samson Resources Company
	 	Samson LS, LLC	 	Delaware	 	membership interest	 	 	2, 4	  	 	 	11	  	 	 	1	% 
	 Samson Holdings, Inc.
	 	Samson LS, LLC	 	Delaware	 	membership interest	 	 	1, 3	  	 	 	1,089	  	 	 	99	% 
	 Samson Investment Company
	 	Samson Holdings, Inc.	 	Delaware	 	common stock	 	 	1, 5	  	 	 	1,000	  	 	 	10.84	% 
	 Samson-International, Ltd.
	 	Samson Holdings, Inc.	 	Delaware	 	common stock	 	 	4, 6	  	 	 	8,225	  	 	 	89.16	% 
	 Samson Investment Company
	 	Samson-International, Ltd.	 	Oklahoma	 	common stock	 	 	1, 2	  	 	 	600	  	 	 	100	% 
	 Samson Resources Company
	 	Samson Contour Energy Co.	 	Delaware	 	common stock	 	 	17, 18	  	 	 	2,200	  	 	 	100	% 
	 Samson Contour Energy Co.
	 	Samson Contour Energy E&P, LLC	 	Delaware	 	membership interest	 	 	2	  	 	 	1,000	  	 	 	100	% 
	 Samson Investment Company
	 	Geodyne Resources, Inc.	 	Delaware	 	common stock	 	 	GR-002	  	 	 	500	  	 	 	100	% 

 Pledged Debt 

None. 

  
 Schedule I-2 








 ANNEX A 

TO THE PLEDGE AGREEMENT 

SUPPLEMENT NO. [ ], dated as of [         ], 201         (this
“Supplement”) to the PLEDGE AGREEMENT, dated as of December 21, 2011 (the “Pledge Agreement”), among Samson Resources Corporation, a Delaware corporation (“Holdings”), Samson Investment Company, a
Nevada corporation (the “Borrower”), each of the Subsidiaries of the Borrower listed on the signature pages thereto or that becomes a party thereto pursuant to Section 9 thereof (each such Subsidiary being a “Subsidiary
Pledgor” and, collectively, the “Subsidiary Pledgors”; the Subsidiary Pledgors, Holdings and the Borrower are referred to collectively as the “Pledgors”) and JPMorgan Chase Bank, N.A., as collateral agent
(in such capacity, together with its successors, in such capacity the “Collateral Agent”) under the Credit Agreement referred to below for the benefit of the Secured Parties. 

 

	 	A.	Reference is made to (a) that certain Credit Agreement, dated as of December 21, 2011 (the “Credit Agreement”) among the Borrower, the banks, financial institutions and other lending
institutions from time to time party thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent, Swingline Lender and a Letter of Credit Issuer, and each other Letter of Credit Issuer from time to
time party thereto and (b) the Guarantee, dated as of December 21, 2011 (the “Guarantee”), among the Guarantors party thereto and the Collateral Agent. 


 

	 	B.	Capitalized terms used herein and not otherwise defined herein (including in the preamble and the recitals hereto) shall have the meanings assigned to such terms in the Pledge Agreement or the Credit Agreement, as
applicable. The rules of construction and the interpretive provisions specified in Section 1(c) of the Pledge Agreement shall apply to this Supplement, including terms defined in the preamble and recitals hereto. 


 

	 	C.	The Pledgors have entered into the Pledge Agreement in order to induce the Agents, the Lenders (including the Swingline Lender) and the Letter of Credit Issuers to enter into the Credit Agreement and to (a) induce
the Lenders and the Letter of Credit Issuers to make their respective Extensions of Credit to the Borrower under the Credit Agreement, (b) to induce one or more Hedge Banks to enter into Secured Hedge Agreements with the Borrower or any
Restricted Subsidiary of the Borrower and (c) induce one or more Cash Management Banks to provide Cash Management Services pursuant to Secured Cash Management Agreements to the Borrower or any Restricted Subsidiary of the Borrower.


  

	 	D.	The undersigned [Pledgor] [Domestic Subsidiary] (each an “Additional Pledgor”) is (a) the legal and beneficial owner of the Equity Interests described in Schedule 1 hereto and issued by the
entities named therein (such pledged Equity Interests, together with all other Equity Interests required to be pledged under the Pledge Agreement (the “After-acquired Additional Pledged Shares”), referred to collectively herein as
the “Additional Pledged Shares”) and (b) the legal and beneficial owner of the Indebtedness owed to it and described under Schedule 1 hereto (such pledged Indebtedness, together with all other Indebtedness owed to any
Additional Pledgor hereafter and required to be pledged under the Pledge Agreement (the “After-acquired Additional Pledged Debt”) referred to collectively herein as the “Additional Pledged Debt”). 


 

	 	E.	 Section 9.11 of the Credit Agreement and Section 9(b) of the Pledge Agreement provide [that additional Subsidiaries of the Borrower may
become Subsidiary Pledgors under the Pledge Agreement] [that existing Pledgors may pledge Additional Pledged Shares and Additional Pledged Debt] by execution and delivery of an instrument in the form of this Supplement. Each undersigned Additional
Pledgor is executing this Supplement in accordance with the 



  
 A-1 









	 	
requirements of Section 9(b) of the Pledge Agreement to pledge to the Collateral Agent, for the ratable benefit of the Secured Parties, the Additional Pledged Shares and the Additional
Pledged Debt [and to become a Subsidiary Pledgor under the Pledge Agreement] in order to induce (a) the Lenders (including the Swingline Lender) and the Letter of Credit Issuers to make additional Extensions of Credit to the Borrower under the
Credit Agreement and as consideration for Extensions of Credit previously made, (b) one or more Hedge Banks to enter into Secured Hedge Agreements with the Borrower or any Restricted Subsidiary of the Borrower and (c) one or more Cash
Management Banks may from time to time provide Cash Management Services pursuant to Secured Cash Management Agreements to the Borrower or any Restricted Subsidiary of the Borrower. 


Accordingly, the Collateral Agent and each undersigned Additional Pledgor agree as follows: 

SECTION 1. In accordance with Section 9(b) of the Pledge Agreement, each Additional Pledgor by its signature hereby transfers, assigns and
pledges to the Collateral Agent, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in all of such Additional Pledgor’s right, title and
interest in the following, whether now owned or existing or hereafter acquired or existing (collectively, the “Additional Collateral”) as collateral security for the prompt payment and performance when due (whether at stated
maturity, by acceleration or otherwise) of the Obligations: 
  

	 	(a)	the Additional Pledged Shares held by such Additional Pledgor and the certificates, if any, representing such Additional Pledged Shares and any interest of such Additional Pledgor in the entries on the books of the
issuer of the Additional Pledged Shares or any financial intermediary pertaining to the Additional Pledged Shares and all dividends, cash, warrants, rights, instruments and other property or Proceeds from time to time received, receivable or
otherwise distributed in respect of or in exchange for any or all of the Additional Pledged Shares; provided that the Additional Pledged Shares under this Supplement shall not include any Excluded Stock; 


 

	 	(b)	the Additional Pledged Debt and the instruments evidencing the Additional Pledged Debt owed to such Additional Pledgor, and all interest, cash, instruments and other property or Proceeds from time to time received,
receivable or otherwise distributed in respect of or in exchange for any or all of such Additional Pledged Debt; and 

  

	 	(c)	to the extent not covered by clauses (a) and (b) above, respectively, all Proceeds of any or all of the foregoing Additional Collateral. 


For purposes of the Pledge Agreement, the Collateral shall be deemed to include the Additional Collateral. 

[SECTION 2. Each Additional Pledgor by its signature below becomes a Pledgor under the Pledge Agreement with the same force and effect as if
originally named therein as a Pledgor, and each Additional Pledgor hereby agrees to all the terms and provisions of the Pledge Agreement applicable to it as a Pledgor thereunder. Each reference to a “Subsidiary Pledgor” or a
“Pledgor” in the Pledge Agreement shall be deemed to include each Additional Pledgor. The Pledge Agreement is hereby incorporated herein by reference.] 

SECTION [2][3]. Each Additional Pledgor represents and warrants as follows: 

 

	 	(a)	 Schedule 1 correctly represents as of the date hereof (A) the issuer, the certificate number, if any, the Additional Pledgor and record
and beneficial owner, the number and class and the percentage of the issued and outstanding Equity Interests of such class of all Additional Pledged Shares and (B) the issuer, the initial principal amount, the Additional Pledgor and




  
 A-2 









	 	
holder, date of issuance and maturity date of all Additional Pledged Debt. Except as set forth on Schedule 1, the Pledged Shares represent all (or 66% of all the issued and outstanding
voting Equity Interests, in the case of pledges of Equity Interests in Foreign Subsidiaries) of the issued and outstanding Equity Interests of each class of Equity Interests of the issuer on the date hereof. 


 

	 	(b)	Such Additional Pledgor is the legal and beneficial owner of the Additional Collateral pledged or assigned by such Additional Pledgor hereunder free and clear of any Lien, except for Liens permitted by Section 10.2
of the Credit Agreement and the Lien created by this Supplement to the Pledge Agreement. 

  

	 	(c)	As of the date of this Supplement, the Additional Pledged Shares pledged by such Additional Pledgor hereunder have been duly authorized and validly issued and, in the case of Additional Pledged Shares issued by a
corporation, are fully paid and non-assessable. 

  

	 	(d)	The execution and delivery by such Additional Pledgor of this Supplement and the pledge of the Additional Collateral pledged by such Additional Pledgor hereunder pursuant hereto create a legal, valid and enforceable
security interest in such Collateral and, (i) in the case of certificates or instruments representing or evidencing the Collateral, upon the earlier of (x) delivery of such Collateral to the Collateral Agent in the State of New York and
(y) the filing of the applicable Uniform Commercial Code financing statements described in Section 3.2(b) of the Security Agreement and (ii) in the case of all other Collateral, upon the filing of the applicable Uniform Commercial
Code financing statements described in Section 3.2(b) of the Security Agreement, shall create a perfected first priority security interest in such Collateral, securing the payment of the Obligations, in favor of the Collateral Agent, for the
ratable benefit of the Secured Parties, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of equity
(whether considered in a proceeding in equity or law). 

  

	 	(e)	Such Additional Pledgor has full power, authority and legal right to pledge all the Additional Collateral pledged by such Additional Pledgor pursuant to this Supplement, and this Supplement constitutes a legal, valid
and binding obligation of each Additional Pledgor, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’
rights generally and general principles of equity (whether considered in a proceeding in equity or law). 

 SECTION [3] [4].
This Supplement may be executed by one or more of the parties to this Supplement on any number of separate counterparts (including by facsimile or other electronic transmission (i.e., a “pdf” or “tif” file)), and all of said
counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Supplement signed by all the parties shall be lodged with the Collateral Agent and the Borrower. This Supplement shall become
effective as to each Additional Pledgor when the Collateral Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of such Additional Pledgor and the Collateral Agent. 

SECTION [4] [5]. Except as expressly supplemented hereby, the Pledge Agreement shall remain in full force and effect. 

  
 A-3 








 SECTION [5] [6]. THIS SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL
BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
 SECTION [6] [7]. Any provision
of this Supplement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and in the Pledge
Agreement, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace the invalid,
illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. 

SECTION [7] [8]. All notices, requests and demands pursuant hereto shall be made in accordance with Section 16 of the Pledge Agreement.
All communications and notices hereunder to each Additional Pledgor shall be given to it in care of the Borrower at the Borrower’s address set forth in Section 13.2 of the Credit Agreement. 

[SIGNATURE PAGES FOLLOW] 

  
 A-4 








 IN WITNESS WHEREOF, each Additional Pledgor and the Collateral Agent have duly executed this
Supplement to the Pledge Agreement as of the day and year first above written. 
  

			
	[ADDITIONAL PLEDGOR],
	    as Additional Pledgor
		
	By:		  

			Name:
			Title:



  
 Signature Page 

Samson Investment Company 

Supplement to Pledge Agreement 








 
			
	JPMORGAN CHASE BANK, N.A.,
	    as Collateral Agent
		
	By:		  

			Name:
			Title:



  
 Signature Page 

Samson Investment Company 

Supplement to Pledge Agreement 








 SCHEDULE 1 

TO SUPPLEMENT NO. [ ] 
 TO THE
PLEDGE AGREEMENT 
 PLEDGED SHARES AND PLEDGED DEBT 

Pledged Shares 
  

													
	 Pledgor
	  	Issuer	  	Issuer’s
Jurisdiction of
Formation	  	Class
of
Equity
Interest	  	Certificate
No(s)	  	Number of
Units	  	Percentage of
Issued and
Outstanding
Units
		  		  		  		  		  		  	

 Pledged Debt 
  

											
	 Pledgor
	  	Issuer	  	Issuer’s
Jurisdiction of
Formation	  	Initial Principal
Amount	  	Date of
Issuance	  	Maturity Date
		  		  		  		  		  	








 EXHIBIT G 

FORM OF MORTGAGE/DEED OF TRUST (TEXAS) 

  
 G-1 








 WHEN RECORDED OR FILED, 

PLEASE RETURN TO: 
  

	
	   

	Space above for County Recorder’s Use


 DEED OF TRUST, ASSIGNMENT OF AS-EXTRACTED COLLATERAL, 

SECURITY AGREEMENT, FIXTURE FILING AND FINANCING STATEMENT 

FROM 

[            ] 

(Organizational ID: [            ]) 

TO 
 RONALD L. DIERKER,
AS TRUSTEE 
 FOR THE BENEFIT OF 

JPMORGAN CHASE BANK, N.A., 

as Collateral Agent, 

and the Other Secured Persons 

A CARBON, PHOTOGRAPHIC, OR OTHER REPRODUCTION OF THIS INSTRUMENT IS 

SUFFICIENT AS A FINANCING STATEMENT. 







 A POWER OF SALE HAS BEEN GRANTED IN THIS INSTRUMENT. IN CERTAIN STATES, A POWER OF SALE MAY ALLOW THE
TRUSTEE OR THE MORTGAGEE TO TAKE THE MORTGAGED PROPERTY AND SELL IT WITHOUT GOING TO COURT IN A FORECLOSURE ACTION UPON DEFAULT BY THE MORTGAGOR UNDER THIS INSTRUMENT. 

THIS INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY PROVISIONS. 

THIS INSTRUMENT SECURES PAYMENT OF FUTURE ADVANCES. 

THIS INSTRUMENT COVERS PROCEEDS OF MORTGAGED PROPERTY. 

THIS INSTRUMENT COVERS MINERALS, AS EXTRACTED COLLATERAL AND OTHER SUBSTANCES OF VALUE WHICH MAY BE EXTRACTED FROM THE EARTH (INCLUDING WITHOUT LIMITATION
OIL AND GAS) AND THE ACCOUNTS RELATED THERETO, WHICH WILL BE FINANCED AT THE WELLHEADS OF THE WELL OR WELLS LOCATED ON THE PROPERTIES DESCRIBED IN EXHIBIT A HERETO. THIS FINANCING STATEMENT IS TO BE FILED OR FILED FOR RECORD, AMONG OTHER PLACES, IN
THE REAL ESTATE RECORDS OR SIMILAR RECORDS OF THE RECORDERS OF THE COUNTIES LISTED ON THE EXHIBITS HERETO. THE MORTGAGOR HAS AN INTEREST OF RECORD IN THE REAL ESTATE AND IMMOVABLE PROPERTY CONCERNED, WHICH INTEREST IS DESCRIBED IN THE EXHIBITS
ATTACHED HERETO. 
 PORTIONS OF THE MORTGAGED PROPERTY ARE GOODS WHICH ARE OR ARE TO BECOME AFFIXED TO OR FIXTURES ON THE LAND DESCRIBED IN OR
REFERRED TO IN THE EXHIBITS HERETO. THIS FINANCING STATEMENT IS TO BE FILED FOR RECORD OR RECORDED, AMONG OTHER PLACES, IN THE REAL ESTATE RECORDS OR SIMILAR RECORDS OF EACH COUNTY IN WHICH SAID LAND OR ANY PORTION THEREOF IS LOCATED. THE MORTGAGOR
IS THE OWNER OF RECORD INTEREST IN THE REAL ESTATE CONCERNED. THIS INSTRUMENT IS ALSO TO BE INDEXED IN THE INDEX OF FINANCING STATEMENTS OR THE UCC RECORDS. 







 TABLE OF CONTENTS 

TABLE OF CONTENTS 
  

					
	 	  	Page	 
	SECTION 1	  			
	Definitions	  			
		
	Terms Defined Above	  	 	2	  
	UCC and Other Defined Terms	  	 	2	  
	Definitions	  	 	2	  
		
	SECTION 2	  			
	Grant of Lien and Obligations	  			
		
	Grant of Liens	  	 	4	  
	Grant of Security Interest	  	 	5	  
	Obligations	  	 	5	  
	Fixture Filing, Etc.	  	 	6	  
	Pro Rata Benefit	  	 	6	  
	Excluded Properties	  	 	6	  
		
	SECTION 3	  			
	Assignment of As-Extracted Collateral	  			
		
	Assignment	  	 	7	  
	No Modification of Payment Obligations	  	 	8	  
		
	SECTION 4	  			
	Representations, Warranties and Covenants	  			
		
	Title	  	 	8	  
	Defend Title	  	 	9	  
	Not a Foreign Person	  	 	9	  
		
	SECTION 5	  			
	Rights and Remedies	  			
	Event of Default	  	 	9	  
	Foreclosure and Sale	  	 	9	  
	Substitute Trustees and Agents	  	 	11	  
	Judicial Foreclosure; Receivership	  	 	11	  
	Foreclosure for Installments	  	 	11	  
	Separate Sales	  	 	11	  
	Possession of Mortgaged Property	  	 	11	  


  
 i 









					
	Occupancy After Foreclosure		 	12	  
	Remedies Cumulative, Concurrent and Nonexclusive		 	12	  
	 Discontinuance of Proceedings
		 	12	  
	 No Release of Obligations
		 	12	  
	 Release of and Resort to Collateral
		 	13	  
	 Waiver of Redemption, Notice and Marshalling of Assets, Etc.
		 	13	  
	 Application of Proceeds
		 	13	  
	 Resignation of Operator
		 	14	  
	 Indemnity
		 	14	  
	 Failure to Perform
		 	14	  
		
	SECTION 6				
	The Trustee.				
		
	Duties, Rights, and Powers of Trustee		 	14	  
	Successor Trustee		 	15	  
	 Retention of Moneys
		 	15	  
		
	SECTION 7				
	Miscellaneous				
		
	Releases		 	15	  
	Severability		 	16	  
	Successors and Assigns		 	16	  
	Satisfaction of Prior Encumbrance		 	16	  
	Application of Payments to Certain Obligations		 	16	  
	Nature of Covenants		 	17	  
	Notices		 	17	  
	Expenses		 	17	  
	Counterparts		 	17	  
	 Governing Law
		 	17	  
	 Financing Statement; Fixture Filing
		 	17	  
	 Filing of Financing Statements
		 	17	  
	 Limit on Obligations and Collateral
		 	18	  
	 References
		 	19	  

 Exhibit A Hydrocarbon Interests 

  
 ii 








 THIS DEED OF TRUST, ASSIGNMENT OF AS-EXTRACTED COLLATERAL, SECURITY AGREEMENT, FIXTURE FILING
AND FINANCING STATEMENT (this “Mortgage”) is entered into as of December [    ], 2011 (the “Effective Date”) by [            ], a
[            ] (the “Mortgagor”), in favor of Ronald L. Dierker as Trustee for the benefit of JPMORGAN CHASE BANK, N.A., in its capacity as Collateral Agent (as
defined in the Credit Agreement (as hereinafter defined), together with its successors and assigns in such capacity, the “Mortgagee”), for its benefit and the benefit of the Other Secured Persons (as hereinafter defined) with respect to
all Mortgaged Properties (as hereinafter defined) and with respect to all UCC Collateral (as hereinafter defined). 
 R E C I T A L S

 A. On even date herewith, Samson Investment Company, as borrower (the “Borrower”), the banks, financial
institutions and other lending institutions or entities from time to time party thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent, Swingline Lender and a Letter of Credit Issuer, and each
other Letter of Credit Issuer (as each such term is defined in the Credit Agreement) from time to time party thereto, executed a Credit Agreement (such agreement, as amended, restated, supplemented or otherwise modified from time to time, the
“Credit Agreement”) pursuant to such, upon the terms and conditions stated therein, the Lenders agreed to make loans and other extensions of credit to the Borrower. 

B. The Borrower and its Restricted Subsidiaries and certain Hedge Banks have or may enter into Secured Hedge Agreements (as defined in the
Credit Agreement). 
 C. The Borrower and its Restricted Subsidiaries and certain Cash Management Banks have or may enter into Secured Cash
Management Agreements (as defined in the Credit Agreement). 
 D. The Credit Agreement, the Secured Hedge Agreements and the Secured Cash
Management Agreements are collectively referred to herein as the “Secured Transaction Documents”. 
 E. The Mortgagor, each
of the other signatories thereto, and Mortgagee, executed a Guarantee dated as of even date herewith (such agreement, as may from time to time be amended, restated, supplemented or otherwise modified, the “Guarantee”) pursuant to
which, upon terms and conditions stated therein, the Mortgagor has agreed to guarantee the Obligations under the Secured Transaction Documents. 

F. The Mortgagee and the Other Secured Persons have conditioned their obligations under the Secured Transaction Documents upon the execution
and delivery by the Mortgagor of this Mortgage, and the Mortgagor has agreed to enter into this Mortgage to secure all obligations owing to the Mortgagee and the Other Secured Persons under the Secured Transaction Documents and the other Credit
Documents. 
 G. Therefore, in order to comply with the terms and conditions of the Secured Transaction Documents and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Mortgagor hereby agrees as follows: 

  
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 SECTION 1 

DEFINITIONS 
 1.1. Terms
Defined Above. As used in this Mortgage, each term defined above has the meaning indicated above. 
 1.2. UCC and Other Defined
Terms. Each capitalized term used in this Mortgage and not defined in this Mortgage shall have the meaning ascribed to such term in the Credit Agreement. Any capitalized term not defined in either this Mortgage or the Credit Agreement shall have
the meaning ascribed to such term in the Applicable UCC. The rules of construction and other interpretive provisions specified in Sections 1.2, 1.5, 1.6 and 1.7 of the Credit Agreement shall apply to this Mortgage, including terms defined in the
preamble and recitals to this Mortgage. 
 1.3. Definitions. 

“Applicable UCC” means the provisions of the Uniform Commercial Code presently in effect in the jurisdiction in which the
relevant UCC Collateral is situated or which otherwise is applicable to the creation or perfection of the Liens described herein or the rights and remedies of Mortgagee under this Mortgage. 

“Collateral” means collectively all the Mortgaged Property and all the UCC Collateral. 

“Event of Default” has the meaning ascribed to such term in Section 5.1. 

“Future Advances” means future obligations and future advances that the Mortgagee or any Other Secured Person may make
pursuant to any Secured Transaction Document. 
 “Hydrocarbons” means all oil, gas, casinghead gas, drip gasoline, natural
gasoline, condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons and all products refined or separated therefrom and all other minerals which may be produced and saved from or attributable to the Oil and Gas Properties, including all oil
in tanks, and all rents, issues, profits, proceeds, products, revenues and other incomes from or attributable to the Hydrocarbon Interests or other properties constituting Oil and Gas Properties. 

“Hydrocarbon Interests” means all rights, titles, interests and estates now owned or hereafter acquired by the Mortgagor in
and to the oil and gas leases, oil, gas and mineral leases, wellbore interests, and/or other liquid or gaseous hydrocarbon leases, mineral fee interests, overriding royalty and royalty interests, net profit interests and production payment
interests, and other interests and estates and the lands and premises covered or affected thereby, including any reserved or residual interests of whatever nature, in each case, which are described on Exhibit A. 

“Indemnified Parties” means the Trustee, the Mortgagee, each Other Secured Person and their Related Parties. 

“Mortgaged Property” means the Oil and Gas Properties and other properties and assets described in Section 2.1(a)
through Section 2.1(f). 

  
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 “Obligations” has the meaning assigned to such term in Section 2.3.

 “Oil and Gas Properties” means (a) the Hydrocarbon Interests; (b) the properties now or hereafter pooled or
unitized with the Hydrocarbon Interests; (c) all presently existing or future unitization, communitization, pooling agreements and declarations of pooled units and the units created thereby (including without limitation all units created under
orders, regulations and rules or other official acts of any Governmental Authority and units created solely among working interest owners pursuant to operating agreements or otherwise) which may affect all or any portion of the Hydrocarbon
Interests; (d) all operating agreements, contracts and other agreements, including, without limitation, production sharing contracts and agreements, production sales contracts, farmout agreements, farm-in agreements, area of mutual interest
agreements, and equipment leases, described or referred to in this Mortgage or which relate to any of the Hydrocarbon Interests or interests in the Hydrocarbon Interests or the production, sale, purchase, exchange, processing, handling, storage,
transporting or marketing of the Hydrocarbons from or attributable to such Hydrocarbon Interests; (e) all Hydrocarbons in and under and which may be produced and saved or attributable to the Hydrocarbon Interests, the lands pooled or unitized
therewith and the Mortgagor’s interests therein, including all oil in tanks, and all rents, issues, profits, proceeds, products, revenues and other incomes from or attributable to the Hydrocarbon Interests, the lands pooled or unitized
therewith and the Mortgagor’s interests therein; and (f) all tenements, hereditaments, appurtenances and properties in any manner appertaining, belonging, affixed or incidental to the Hydrocarbon Interests, the rights, titles, interests
and estates described or referred to above, which are now owned or which are hereafter acquired by the Mortgagor, including, without limitation, any and all property, real or personal, immoveable or moveable, 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 or the lands pooled or unitized therewith, 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, servitudes, licenses and other surface and subsurface rights, together with all additions,
substitutions, replacements, accessions and attachments to any and all of the foregoing. 
 “Other Secured Persons” means
each Lender, each Agent under the Credit Agreement, each Issuing Bank under the Credit Agreement, each Hedge Bank, each Cash Management Bank and each sub-agent pursuant to Section 12 of the Credit Agreement. 

“Permitted Encumbrances” means all Liens permitted under Section 10.2 of the Credit Agreement. 

“Termination Date” shall mean the date on which all Obligations are paid in full (other than Hedging Obligations under any
Secured Hedge Agreements, Cash Management Obligations under any Secured Cash Management Agreements or contingent indemnification obligations not then due) and the Total Commitment and all Letters of Credit are terminated (other than Letters of
Credit that have been cash collateralized on terms reasonably satisfactory to each Letter of Credit Issuer in respect thereof or back-stopped following the termination of the Commitments). 

  
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 “Trustee” means Ronald L. Dierker of Harris County, Texas, 77002 whose address
for notice hereunder is 712 Main Street, Houston, Texas, 77002, and any successors and substitutes in trust hereunder. 
 “UCC
Collateral” means the property and other assets described in Section 2.2. 
 SECTION 2 

GRANT OF LIEN AND OBLIGATIONS 

2.1. Grant of Liens. To secure payment of the Obligations when due, the Mortgagor does by these presents hereby: 

GRANT, BARGAIN, SELL, WARRANT, MORTGAGE, ASSIGN, TRANSFER, PLEDGE, HYPOTHECATE and CONVEY to the Trustee, for the use and benefit of the
Mortgagee and the Other Secured Persons, all the following properties, rights and interests which are located in Texas, TO HAVE AND TO HOLD unto the Trustee forever to secure the Secured Obligations: 

(a) All rights, titles, interests and estates now owned or hereafter acquired by the Mortgagor in and to the Oil and Gas Properties. 

(b) All rights, titles, interests and estates now owned or hereafter acquired by the Mortgagor in and to all geological, geophysical,
engineering, accounting, title and other technical or business data concerning the Oil and Gas Properties or the Hydrocarbons, and all books, files, records, magnetic media, computer records and other forms of recording or obtaining access to such
data. 
 (c) All rights, titles, interests and estates now owned or hereafter acquired by the Mortgagor in and to all Hydrocarbons. 

(d) Any property that may from time to time hereafter, by delivery or by writing of any kind, be subjected to the Liens hereof by the Mortgagor
or by anyone on the Mortgagor’s behalf; and the Trustee and/or the Mortgagee are hereby authorized to receive the same at any time as additional security hereunder. 

(e) All of the rights, titles and interests of every nature whatsoever now owned or hereafter acquired by the Mortgagor in and to the Oil and
Gas Properties and all other rights, titles, interests and estates and every part and parcel thereof, including, without limitation, any rights, titles, interests and estates as the same may be enlarged by the discharge of any payments out of
production or by the removal of any charges or Permitted Encumbrances to which any of such Oil and Gas Properties or other rights, titles, interests or estates are subject or otherwise; all rights of the Mortgagor to Liens securing payment of
proceeds from the sale of production from any of such Oil and Gas Properties, together with any and all renewals and extensions of any of such related rights, titles, interests or estates; all contracts and agreements supplemental to or amendatory
of or in substitution for the contracts and agreements described or mentioned above; and any and all additional interests of any kind hereafter acquired by the Mortgagor in and to the such related rights, titles, interests or estates. 

  
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 (f) All of the Mortgagor’s rights, titles and interests in and to all surface fees and fee
estates described in Exhibit A, if any, compressor sites, settling ponds, equipment or pipe yards, office sites and all property and fixtures located thereon, whether such surface fees, fee estates, compressor sites, settling ponds, equipment
or pipe yards, office sites, office buildings are fee simple estates, leasehold estates or otherwise, together with all present and future rights, titles, easements and estates now owned or hereafter acquired by the Mortgagor under or in connection
with such interest. 
 It is the intention of the Mortgagor and the Mortgagee herein to cover and affect hereby all interests which the
Mortgagor may now own or may hereafter acquire in and to the interests and Property described on Exhibit A, even though the Mortgagor’s interests or the property be incorrectly described on Exhibit A or a description of a part or
all of the interests or property described on Exhibit A or the Mortgagor’s interests therein be omitted, and notwithstanding that the interests as specified on Exhibit A may be limited to particular lands, specified depths or
particular types of property interests. 
 Notwithstanding any provision in this Mortgage to the contrary, in no event is any Building (as
defined in the applicable Flood Insurance Regulation) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulation) included in the definition of “Mortgaged Property” and no Building or Manufactured (Mobile) Home
is hereby encumbered by this Mortgage. As used herein, “Flood Insurance Regulations” shall mean (i) the National Flood Insurance Act of 1968 as now or hereafter in effect or any successor statute thereto, (ii) the Flood Disaster
Protection Act of 1973 as now or hereafter in effect or any successor statue thereto, (iii) the National Flood Insurance Reform Act of 1994 (amending 42 USC 4001, et seq.), as the same may be amended or recodified from time to time, and
(iv) the Flood Insurance Reform Act of 2004 and any regulations promulgated thereunder. 
 2.2. Grant of Security Interest. To
further secure payment of the Obligations when due, the Mortgagor hereby grants to the Mortgagee, for its benefit and the benefit of the Other Secured Persons, a security interest in and to all of the following (whether now or hereafter acquired by
operation of law or otherwise): 
 (a) all As-Extracted Collateral from or attributable to the Oil and Gas Properties; 

(b) all Fixtures on the Mortgaged Property described or to which reference is made herein or on Exhibit A; and 

(c) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security, guarantees and
other Supporting Obligations given with respect to any of the foregoing. 
 2.3. Obligations. This Mortgage is executed and delivered
by the Mortgagor to secure the payment and performance when due of the following (the “Obligations”): all advances to, and debts, liabilities, obligations, covenants and duties of, any Credit Party (and any Restricted Subsidiary of
the Borrower in the case of any Secured Transaction Document) arising under any Credit Document or arising otherwise with respect to any Loan or Letter of Credit or under any Secured Cash Management Agreement or Secured Hedge Agreement, in each
case, whether 

  
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direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the
commencement by or against any Credit Party, Restricted Subsidiary of the Borrower or any Affiliate thereof of any proceeding under any bankruptcy or insolvency law naming such Person as the debtor in such proceeding, regardless of whether such
interest and fees are allowed claims in such proceeding. Without limiting the generality of the foregoing, the Obligations of the Credit Parties under the Credit Documents and the other Secured Transaction Documents (and any of their Restricted
Subsidiaries to the extent they have obligations under the Credit Documents or the other Secured Transaction Documents) include the obligation (including Guarantee Obligations) to pay principal, interest, charges, expenses, fees, attorney costs,
indemnities and other amounts (including reimbursement obligations for amounts drawn under Letters of Credit) payable by any Credit Party (or any Restricted Subsidiary, as the case may be) under any Credit Document or any other Secured Transaction
Document (including amounts payable in respect of an early termination under Secured Hedge Agreements and any unpaid amounts owing in respect thereof). Notwithstanding the foregoing, (a) the obligations of the Borrower or any Restricted
Subsidiary under any Secured Hedge Agreement and under any Secured Cash Management Agreement shall be secured and guaranteed pursuant to the Security Documents and the Guarantee only to the extent that, and for so long as, the other Obligations are
so secured and guaranteed and (b) any release of Collateral or Guarantors effected in the manner permitted by this Mortgage and the other Credit Documents shall not require the consent of the holders of Hedge Obligations under Secured Hedge
Agreements or of the holders of Cash Management Obligations under Secured Cash Management Agreements. 
 2.4. Fixture Filing, Etc.
Without in any manner limiting the generality of any of the other provisions of this Mortgage: (i) some portions of the goods described or to which reference is made herein are or are to become Fixtures on the land described or to which
reference is made herein or on Exhibit A; (ii) the security interests created hereby under applicable provisions of the Applicable UCC will attach to all As-Extracted Collateral and all other Hydrocarbons; (iii) this Mortgage is to
be filed of record in the real estate records or other appropriate records as a financing statement; and (iv) the Mortgagor is the record owner of the real estate or interests in the real estate or immoveable property comprised of the Mortgaged
Property. Pro Rata Benefit. This Mortgage is executed and granted for the pro rata benefit and security of the Mortgagee and the Other Secured Persons to secure the Obligations for so long as same remains unpaid and thereafter until the
Termination Date. 
 2.6. Excluded Properties. Notwithstanding anything herein to the contrary, in no event shall the Mortgaged
Property include, and the Mortgagor shall not be deemed to have granted a Lien in, any of the Mortgagor’s right, title or interest in any of the following property but only to the extent such property constitutes personal property (and for the
avoidance of doubt, not (i) real property, including the Hydrocarbon Interests or (ii) As-Extracted Collateral or Fixtures): 
 (a)
(i) any personal property to the extent that such grant of a Lien is prohibited by any Requirement of Law or requires a consent not obtained of any Governmental Authority pursuant to such Requirement of Law, (ii) any personal property to
the extent that such grant of a Lien is (x) prohibited by, or constitutes a breach or default under, or results in (or would result in) the termination of (or would give any other party a right of termination of), or requires any


  
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consent not obtained under, any Contractual Requirement or (y) otherwise constitutes or results (or would result) in the abandonment, invalidation or unenforceability (or would give any
other party a right of abandonment, invalidation or unenforceability of) any right, title or interest of the Mortgagor under any Contractual Requirement, except, in each case, to the extent that such Requirement of Law or the term in such
Contractual Requirement or equity holder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable Requirements of Law or purports to prohibit the granting of a Lien
over all assets of the Mortgagor or (iii) any personal property to the extent that such grant of a Lien would result in the forfeiture of the Mortgagor’s rights in the personal property; provided, however, that the foregoing
exclusions shall not apply to the extent that any such prohibition, default or other term would be rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the Applicable UCC of any relevant jurisdiction or any other applicable
Requirement of Law; and provided, further, that the Mortgagor shall be deemed to have granted a Lien in all its rights, title and interests in any portion of such personal property that does not result in any of the consequences specified above
including any Proceeds of such personal property; or 
 (b) any personal property constituting “Excluded Property” as such term is
defined in the Security Agreement. 
 SECTION 3 

ASSIGNMENT OF AS-EXTRACTED COLLATERAL 

3.1. Assignment. 
 (a) The
Mortgagor has assigned, transferred, conveyed and granted a security interest, to the Mortgagee, for its benefit and the benefit of the Other Secured Persons in and to the property described in Sections 2.1 and 2.2 of this Mortgage,
including all of its As-Extracted Collateral from or attributable to the Oil and Gas Properties. 
 (b) If an Event of Default shall occur
and only for so long as such event shall be continuing, after written notice is provided to the Mortgagor by the Mortgagee, and to the extent permitted by applicable Requirement of Law: 

(i) All Hydrocarbons and products thereof shall be delivered into pipe lines connected with the Mortgaged Property, or to the
purchaser thereof, to the credit of the Mortgagee, for its benefit and the benefit of the Other Secured Persons and all such revenues and proceeds thereof shall be paid directly to the Mortgagee, at its offices in New York, New York, with no duty or
obligation of any party paying the same to inquire into the rights of the Mortgagee to receive the same, what application is made thereof, or as to any other matter; 

(ii) The Mortgagor agrees to perform all such acts, and to execute all such further assignments, transfers and division orders
and other instruments as may be reasonably required or desired by the Mortgagee, after receipt of a written request from the Mortgagee, in order to have said proceeds and revenues so paid to the Mortgagee and, in addition to any and all rights of a
secured party under Sections 9-607 and 9-609 of the 

  
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Applicable UCC, the Mortgagee is fully authorized to receive and receipt for said revenues and proceeds, to endorse and cash any and all checks and drafts payable to the order of the Mortgagor or
the Mortgagee for the account of the Mortgagor received from or in connection with said revenues or proceeds and to hold the proceeds thereof in a Deposit Account with the Mortgagee, a Lender or other acceptable commercial bank as additional
collateral securing the Obligations, and to execute transfer and division orders in the name of the Mortgagor, or otherwise, with warranties binding the Mortgagor. All proceeds received by the Mortgagee pursuant to this grant and assignment shall be
applied as provided in Section 5.14; 
 (iii) The Mortgagee shall not be liable for any delay, neglect or failure
to effect collection of any proceeds or to take any other action in connection therewith or hereunder, but the Mortgagee shall have the right, at its election after written notice is provided to the Mortgagor, in the name of the Mortgagor or
otherwise, to prosecute and defend any and all actions or legal proceedings deemed advisable by the Mortgagee in order to collect such funds and to protect the interests of the Mortgagee and/or the Mortgagor, with all costs, expenses and
attorneys’ fees incurred in connection therewith being paid by the Mortgagor; and 
 (iv) The Mortgagor hereby appoints
the Mortgagee as its attorney-in-fact to pursue any and all rights of the Mortgagor to Liens in the Hydrocarbons securing payment of proceeds of runs attributable to the Hydrocarbons, which power of attorney shall be coupled with an interest and
shall be irrevocable until the Termination Date. 
 (c) The Mortgagor does hereby specifically agree that third-parties shall be entitled to
rely, and shall be fully protected in relying, upon any written notice by the Mortgagee that an Event of Default has occurred and is continuing for the purposes of clause (b) above. 

3.2. No Modification of Payment Obligations. Nothing herein contained shall modify or otherwise alter the obligation of the Mortgagor
to make prompt payment of all amounts constituting Obligations when and as the same become due regardless of whether the proceeds of the As-Extracted Collateral and Hydrocarbons are sufficient to pay the same and the rights provided in accordance
with the foregoing assignment provision shall be cumulative of all other security of any and every character now or hereafter existing to secure payment of the Obligations. Nothing in this Article III is intended to be an acceptance of collateral in
satisfaction of the Obligations. 
 SECTION 4 

REPRESENTATIONS, WARRANTIES AND COVENANTS 

The Mortgagor hereby represents, warrants and covenants as follows: 

4.1. Title. The Mortgagor has good and defensible title to and is possessed of the Hydrocarbon Interests and has good title to the UCC
Collateral. The Collateral is free of all Liens except Permitted Encumbrances. 

  
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 4.2. Defend Title. This Mortgage is, and always will be kept, a first priority Lien upon
the Collateral; subject to any Permitted Encumbrances (provided that Liens permitted by Section 10.2 of the Credit Agreement may exist and attach to the Mortgaged Properties and may have whatever priority such Liens have under applicable law,
provided that for the avoidance of doubt, no intent to subordinate priority of the Liens created hereby is intended or to be inferred by the existence thereof). The Mortgagor will not create or suffer to be created or permit to exist any Lien,
security interest or charge prior or junior to or on a parity with the Lien of this Mortgage upon the Collateral or any part thereof other than such Permitted Encumbrances. The Mortgagor will warrant and defend the title to the Collateral against
the claims and demands of all other Persons whomsoever and will maintain and preserve the Lien created hereby (and its priority) until the Termination Date. If (i) an adverse claim be made against or a cloud develop upon the title to any part
of the Collateral other than a Permitted Encumbrance or (ii) any Person shall challenge the priority or validity of the Liens created by this Mortgage, then the Mortgagor agrees to immediately defend against such adverse claim or take
appropriate action to remove such cloud, in each case, at the Mortgagor’s sole cost and expense. The Mortgagor further agrees that the Trustee and/or the Mortgagee may take such other action as they deem advisable to protect and preserve their
interests in the Collateral, and in such event the Mortgagor will indemnify the Trustee and/or the Mortgagee against any and all cost, attorneys’ fees and other expenses which they may incur in defending against any such adverse claim or taking
action to remove any such cloud. 
 4.3. Not a Foreign Person. The Mortgagor is not a “foreign person” within the meaning
of the Code, Sections 1445 and 7701 (i.e., the Mortgagor is not a non-resident alien, foreign corporation, foreign partnership, foreign trust or foreign estate as those terms are defined in the Code and any regulations promulgated thereunder). 

SECTION 5 
 RIGHTS AND REMEDIES

 5.1. Event of Default. An Event of Default under the Credit Agreement shall be an “Event of Default” under this
Mortgage. 
 5.2. Foreclosure and Sale. 

(a) If an Event of Default shall occur and be continuing, to the extent provided by applicable Requirement of Law, the Mortgagee shall have the
right and option to proceed with foreclosure by directing the Trustee to proceed with foreclosure and to sell all or any portion of such Mortgaged Property at one or more sales, as an entirety or in parcels, at such place or places in otherwise such
manner and upon such notice as may be required by law, or, in the absence of any such requirement, as the Mortgagee may deem appropriate, and to make conveyance to the purchaser or purchasers. Where the Mortgaged Property is situated in more than
one jurisdiction, notice as above provided shall be posted and filed in all such jurisdictions (if such notices are required by law), and all such Mortgaged Property may be sold in any such jurisdiction and any such notice shall designate the
jurisdiction where such Mortgaged Property is to be sold. Nothing contained in this Section 5.2 shall be construed so as to limit in any way any rights to sell the Mortgaged Property or any portion thereof by private sale if and to the
extent that such private sale is permitted under the Requirements of Law of the applicable jurisdiction or by public or private sale after entry of a judgment by any court of competent jurisdiction so ordering. The Mortgagor hereby irrevocably
appoints, effective upon the 

  
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occurrence and during the continuance of an Event of Default, the Trustee and the Mortgagee, with full power of substitution, to be the attorney-in-fact of the Mortgagor and in the name and on
behalf of the Mortgagor to execute and deliver any deeds, transfers, conveyances, assignments, assurances and notices which the Mortgagor ought to execute and deliver and do and perform any and all such acts and things which the Mortgagor ought to
do and perform under the covenants herein contained and generally, to use the name of the Mortgagor in the exercise of all or any of the powers hereby conferred on the Trustee and/or the Mortgagee. At any such sale: (i) whether made under the
power herein contained or any other legal enactment, or by virtue of any judicial proceedings or any other legal right, remedy or recourse, it shall not be necessary for the Trustee or the Mortgagee, as appropriate, to have physically present, or to
have constructive possession of, the Mortgaged Property (the Mortgagor hereby covenanting and agreeing to deliver any portion of the Mortgaged Property not actually or constructively possessed by the Trustee or the Mortgagee immediately upon the
Mortgagee’s demand) and the title to and right of possession of any such property shall pass to the purchaser thereof as completely as if the same had been actually present and delivered to purchaser at such sale, (ii) each instrument of
conveyance executed by the Trustee or the Mortgagee shall contain a general warranty of title, binding upon the Mortgagor and its successors and assigns, (iii) each and every recital contained in any instrument of conveyance made by the Trustee
or the Mortgagee shall conclusively establish the truth and accuracy of the matters recited therein, including, without limitation, nonpayment of the Obligations, advertisement and conduct of such sale in the manner provided herein and otherwise by
law and appointment of any successor trustee hereunder, (iv) any and all prerequisites to the validity thereof shall be conclusively presumed to have been performed, (v) the receipt of the Trustee, Mortgagee or of such other party or
officer making the sale shall be a sufficient discharge to the purchaser or purchasers for its purchase money and no such purchaser or purchasers, or its assigns or personal representatives, shall thereafter be obligated to see to the application of
such purchase money, or be in any way answerable for any loss, misapplication or nonapplication thereof, (vi) to the fullest extent permitted by law, the Mortgagor shall be completely and irrevocably divested of all of its right, title,
interest, claim and demand whatsoever, either at law or in equity, in and to the property sold and such sale shall be a perpetual bar both at law and in equity against the Mortgagor, and against any and all other persons claiming or to claim the
property sold or any part thereof, by, through or under the Mortgagor, and (vii) to the extent and under such circumstances as are permitted by law, the Mortgagee may be a purchaser at any such sale, and shall have the right, after paying or
accounting for all costs of said sale or sales, to credit the amount of the bid upon the amount of the Obligations (in the order of priority set forth in Section 5.14) in lieu of cash payment. 

(b) If an Event of Default shall occur and be continuing, then (i) the Mortgagee shall be entitled to all of the rights, powers and
remedies afforded a secured party by the Applicable UCC with reference to the UCC Collateral and/or (ii) the Trustee or the Mortgagee may proceed as to any Collateral in accordance with the rights and remedies granted under this Mortgage or
applicable law in respect of the Collateral. Such rights, powers and remedies shall be cumulative and in addition to those granted to the Trustee or the Mortgagee under any other provision of this Mortgage or under any other Credit Document. Written
notice mailed to the Mortgagor as provided herein at least ten (10) days prior to the date of public sale of any part of the Collateral which is personal property subject to the provisions of the Applicable UCC, or prior to the date after which
private sale of any such part of the Collateral will be made, shall constitute reasonable notice. 

  
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 5.3. Substitute Trustees and Agents. The Trustee or Mortgagee may appoint or delegate any
one or more persons as agent to perform any act or acts necessary or incident to any sale held by the Trustee or Mortgagee, including the posting of notices and the conduct of sale, but in the name and on behalf of the Trustee or Mortgagee. If the
Trustee or Mortgagee shall have given notice of sale hereunder, any successor or substitute trustee or mortgagee agent thereafter appointed may complete the sale and the conveyance of the property pursuant thereto as if such notice had been given by
the successor or substitute trustee or mortgagee agent conducting the sale. 
 5.4. Judicial Foreclosure; Receivership. Upon the
occurrence of and during the continuance of an Event of Default, the Mortgagee shall have the right and power to proceed by a suit or suits in equity or at law, whether for the specific performance of any covenant or agreement herein contained or in
aid of the execution of any power herein granted, or for any foreclosure hereunder or for the sale of the Collateral under the judgment or decree of any court or courts of competent jurisdiction, or for the appointment of a receiver pending any
foreclosure hereunder or the sale of the Collateral under the order of a court or courts of competent jurisdiction or under executory or other legal process, or for the enforcement of any other appropriate legal or equitable remedy. 

5.5. Foreclosure for Installments. Upon the occurrence of and during the continuance of an Event of Default, the Mortgagee shall also
have the option to proceed with foreclosure in satisfaction of any installments of the Obligations which have not been paid when due either through the courts or by directing the Trustee to proceed with foreclosure in satisfaction of the matured but
unpaid portion of the Obligations as if under a full foreclosure, conducting the sale as herein provided and without declaring the entire principal balance and accrued interest and other Obligations then due; such sale may be made subject to the
unmatured portion of the Obligations, and any such sale shall not in any manner affect the unmatured portion of the Obligations, but as to such unmatured portion of the Obligations this Mortgage shall remain in full force and effect just as though
no sale had been made hereunder. It is further agreed that upon the occurrence of and during the continuance of an Event of Default, several sales may be made hereunder without exhausting the right of sale for any unmatured part of the Obligations,
it being the purpose hereof to provide for a foreclosure and sale of the security for any matured portion of the Obligations without exhausting the power to foreclose and sell the Mortgaged Property for any subsequently maturing portion of the
Obligations. 
 5.6. Separate Sales. Upon the occurrence of and during the continuance of an Event of Default, the Collateral may be
sold in one or more parcels and to the extent permitted by applicable Requirement of Law in such manner and order as the Mortgagee, in its sole discretion, may elect, it being expressly understood and agreed that the right of sale arising out of any
Event of Default shall not be exhausted by any one or more sales. 
 5.7. Possession of Mortgaged Property. If an Event of Default
shall have occurred and be continuing, then, to the extent permitted by applicable law, the Trustee or the Mortgagee shall have the right and power to enter into and upon and take possession of all or any part of the Collateral in the possession of
the Mortgagor, its successors or assigns, or its or their agents or servants, and may exclude the Mortgagor, its successors or assigns, and all persons claiming under the Mortgagor, and its or their agents or servants wholly or partly therefrom;
and, holding 

  
 11 








 
the same, the Mortgagee may use, administer, manage, operate and control the Collateral and conduct the business thereof to the same extent as the Mortgagor, its successors or assigns, might at
the time do and may exercise all rights and powers of the Mortgagor, in the name, place and stead of the Mortgagor, or otherwise as the Mortgagee shall deem best. 

5.8. Occupancy After Foreclosure. In the event there is a foreclosure sale hereunder and at the time of such sale the Mortgagor or the
Mortgagor’s heirs, devisees, representatives, successors or assigns or any other person claiming any interest in the Collateral by, through or under the Mortgagor, are occupying or using the Mortgaged Property or any part thereof, each and all
shall immediately become the tenant of the purchaser at such sale, which tenancy shall be a tenancy from day to day, terminable at the will of either the landlord or tenant, or at a reasonable rental per day based upon the value of the property
occupied, such rental to be due daily to the purchaser; to the extent permitted by applicable law, the purchaser at such sale shall, notwithstanding any language herein apparently to the contrary, have the sole option to demand immediate possession
following the sale or to permit the occupants to remain as tenants at will. In the event the tenant fails to surrender possession of said property upon demand, the purchaser shall be entitled to institute and maintain a summary action for possession
of the Mortgaged Property (such as an action for forcible entry and detainer) in any court having jurisdiction. 
 5.9. Remedies
Cumulative, Concurrent and Nonexclusive. Every right, power, privilege and remedy herein given to the Trustee or the Mortgagee shall be cumulative and in addition to every other right, power and remedy herein specifically given or now or
hereafter existing in equity, at law or by statute (including specifically those granted by the Applicable UCC in effect and applicable to the Collateral or any portion thereof). Each and every right, power, privilege and remedy whether specifically
herein given or otherwise existing may be exercised from time to time and so often and in such order as may be deemed expedient by the Trustee or the Mortgagee, and the exercise, or the beginning of the exercise, or the abandonment, of any such
right, power, privilege or remedy shall not be deemed a waiver of the right to exercise, at the same time or thereafter any other right, power, privilege or remedy. No delay or omission by the Trustee or the Mortgagee or any Other Secured Person in
the exercise of any right, power or remedy shall impair any such right, power, privilege or remedy or operate as a waiver thereof or of any other right, power, privilege or remedy then or thereafter existing. 

5.10. Discontinuance of Proceedings. If the Trustee or the Mortgagee shall have proceeded to invoke any right, remedy or recourse
permitted hereunder or under any Credit Document or available at law and shall thereafter elect to discontinue or abandon same for any reason, then it shall have the unqualified right so to do and, in such an event, the parties shall be restored to
their former positions with respect to the Obligations, this Mortgage, the Credit Agreement, the Collateral and otherwise, and the rights, remedies, recourses and powers of the Trustee and the Mortgagee, as applicable, shall continue as if same had
never been invoked. 
 5.11. No Release of Obligations. Neither the Mortgagor, any Guarantor nor any other person hereafter obligated
for payment of all or any part of the Obligations shall be relieved of such obligation, to the extent the Obligations remain due and owing, by reason of: (a) the release, regardless of consideration, of the Mortgaged Property or any portion
thereof or interest therein or the addition of any other property to the Mortgaged Property; (b) any agreement or stipulation between any subsequent owner of the Mortgaged Property and the Mortgagee extending,


  
 12 








 
renewing, rearranging or in any other way modifying the terms of this Mortgage without first having obtained the consent of, given notice to or paid any consideration to the Mortgagor, any
Guarantor or such other Person, and in such event the Mortgagor, Guarantor and all such other persons shall continue to be liable to make payment according to the terms of any such extension or modification agreement unless expressly released and
discharged in writing by the Mortgagee; or (c) by any other act or occurrence save and except upon the Termination Date. 
 5.12.
Release of and Resort to Collateral. The Mortgagee may release, regardless of consideration, any part of the Collateral without, as to the remainder, in any way impairing, affecting, subordinating or releasing the Lien created in or evidenced
by this Mortgage or its stature as a first and prior Lien, in and to the Collateral, provided that Permitted Encumbrances may exist, and without in any way releasing or diminishing the liability of any Person liable for the repayment of the
Obligations. For payment of the Obligations, the Mortgagee may resort to any other security therefor held by the Mortgagee in such order and manner as the Mortgagee may elect. 

5.13. Waiver of Redemption, Notice and Marshalling of Assets, Etc. To the fullest extent permitted by law, the Mortgagor hereby
irrevocably and unconditionally waives and releases (a) all benefits that might accrue to the Mortgagor by virtue of any present or future moratorium law or other law exempting the Collateral from attachment, levy or sale on execution or
providing for any appraisement, valuation, stay of execution, exemption from civil process, redemption or extension of time for payment and (b) any right to a marshalling of assets or a sale in inverse order of alienation. If any law referred
to in this Mortgage and now in force, of which the Mortgagor or its successor or successors might take advantage despite the provisions hereof, shall hereafter be repealed or cease to be in force, such law shall thereafter be deemed not to
constitute any part of the contract herein contained or to preclude the operation or application of the provisions hereof. If the laws of any state which provides for a redemption period do not permit the redemption period to be waived, the
redemption period shall be specifically reduced to the minimum amount of time allowable by statute. 
 5.14. Application of Proceeds.
The proceeds of any sale of the Mortgaged Property or any part thereof and all other monies received in any proceedings for the enforcement hereof or otherwise, whose application has not elsewhere herein been specifically provided for, shall be
applied: 
 (a) First, to the payment of all reasonable expenses incurred by the Trustee or the Mortgagee incident to the enforcement of this
Mortgage, the Credit Agreement or any Credit Document to collect any portion of the Obligations (including expenses of any entry or taking of possession, of any sale, of advertisement thereof, and of conveyances, and court costs, compensation of
agents and employees, a reasonable commission to the Trustee acting and reasonable legal fees, and to the payment of all other reasonable charges, expenses, liabilities and advances incurred or made by the Trustee or the Mortgagee under this
Mortgage or in executing any trust or power hereunder; and 
 (b) Second, as set forth in Section 11 of the Credit Agreement. 

  
 13 








 5.15. Resignation of Operator. In addition to all rights and remedies under this Mortgage,
at law and in equity, if any Event of Default shall occur and be continuing and the Trustee or the Mortgagee shall exercise any remedies under this Mortgage with respect to any portion of the Mortgaged Property (or the Mortgagor shall transfer any
Mortgaged Property “in lieu of” foreclosure) whereupon the Mortgagor is divested of its title to any of the Collateral, the Mortgagee shall have the right to request that any operator of any Mortgaged Property which is either the Mortgagor
or any Affiliate of the Mortgagor to resign as operator under the joint operating agreement applicable thereto, and no later than 60 days after receipt by the Mortgagor of any such request, the Mortgagor shall resign (or, to the extent it is able to
do so, cause such other Person to resign) as operator of such Collateral. 
 5.16. Indemnity. THE INDEMNIFIED PARTIES SHALL NOT BE
LIABLE, IN CONNECTION WITH ANY ACTION TAKEN, FOR ANY LOSS SUSTAINED BY THE MORTGAGOR RESULTING FROM AN ASSERTION THAT THE MORTGAGEE HAS RECEIVED FUNDS FROM THE PRODUCTION OF HYDROCARBONS CLAIMED BY THIRD PERSONS OR ANY ACT OR OMISSION OF ANY
INDEMNIFIED PARTY IN ADMINISTERING, MANAGING, OPERATING OR CONTROLLING THE MORTGAGED PROPERTY INCLUDING SUCH LOSS WHICH MAY RESULT FROM THE ORDINARY NEGLIGENCE OF AN INDEMNIFIED PARTY UNLESS SUCH LOSS IS CAUSED BY THE WILLFUL MISCONDUCT, BAD
FAITH OR GROSS NEGLIGENCE OF THE INDEMNIFIED PARTY SEEKING INDEMNITY OR ANY OF ITS RELATED PARTIES. NO INDEMNIFIED PARTY SHALL BE OBLIGATED TO PERFORM OR DISCHARGE ANY OBLIGATION, DUTY OR LIABILITY OF THE MORTGAGOR. THE MORTGAGOR AGREES TO PAY, AND
TO SAVE THE INDEMNIFIED PARTIES HARMLESS FROM, ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER WITH RESPECT TO THE EXECUTION, DELIVERY,
ENFORCEMENT, PERFORMANCE AND ADMINISTRATION OF THIS MORTGAGE TO THE EXTENT THE BORROWER WOULD BE REQUIRED TO DO SO PURSUANT TO SECTION 13.5 OF THE CREDIT AGREEMENT. THE LIABILITIES OF THE MORTGAGOR AS SET FORTH IN THIS SECTION 5.16 SHALL SURVIVE THE
TERMINATION OF THIS MORTGAGE. 
 5.17. Failure to Perform. The Mortgagor agrees that if it fails to perform any act or to take any
action which it is required to perform or take hereunder or pay any money which the Mortgagor is required to pay hereunder, the Mortgagee, in the Mortgagor’s name or its or their own name, may, but shall not be obligated to, perform or cause to
perform such act or take such action or pay such money. 
 SECTION 6 

THE TRUSTEE. 
 6.1. Duties,
Rights, and Powers of Trustee. The Trustee shall have no duty to see to any recording, filing or registration of this Mortgage or any other instrument in addition or supplemental thereto, or to give any notice thereof, or to see to the payment
of or be under any duty in respect of any tax or assessment or other governmental charge which may be levied or assessed on the Mortgaged Property, or any part thereof, or against the Mortgagor, or to see to


  
 14 








 
the performance or observance by the Mortgagor of any of the covenants and agreements contained herein. The Trustee shall not be responsible for the execution, acknowledgment or validity of this
Mortgage or of any instrument in addition or supplemental hereto or for the sufficiency of the security purported to be created hereby, and makes no representation in respect thereof or in respect of the rights of the Mortgagee. The Trustee shall
have the right to consult with counsel upon any matters arising hereunder and shall be fully protected in relying as to legal matters on the advice of counsel. The Trustee shall not incur any personal liability hereunder except for the
Trustee’s own willful misconduct; and the Trustee shall have the right to rely on any instrument, document or signature authorizing or supporting any action taken or proposed to be taken by him hereunder, believed by him in good faith to be
genuine. 
 6.2. Successor Trustee. The Trustee may resign by written notice addressed to the Mortgagee or be removed at any time with
or without cause by an instrument in writing duly executed on behalf of the Mortgagee. In case of the death, resignation or removal of the Trustee, a successor may be appointed by the Mortgagee by instrument of substitution complying with any
applicable Governmental Requirements, or, in the absence of any such requirement, without formality other than appointment and designation in writing. Written notice of such appointment and designation shall be given by the Mortgagee to the
Mortgagor, but the validity of any such appointment shall not be impaired or affected by failure to give such notice or by any defect therein. Such appointment and designation shall be full evidence of the right and authority to make the same and of
all the facts therein recited. Upon the making of any such appointment and designation, this Mortgage shall vest in the successor all the estate and title in and to all of the Mortgaged Property, and the successor shall thereupon succeed to all of
the rights, powers, privileges, immunities and duties hereby conferred upon the Trustee named herein, and one such appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be
exercised repeatedly until the Termination Date. To facilitate the administration of the duties hereunder, the Mortgagee may appoint multiple trustees to serve in such capacity or in such jurisdictions as the Mortgagee may designate. 

6.3. Retention of Moneys. All moneys received by the Trustee shall, until used or applied as herein provided, be held in trust for the
purposes for which they were received, but need not be segregated in any manner from any other moneys (except to the extent required by law) and the Trustee shall be under no liability for interest on any moneys received by him hereunder. 

SECTION 7 
 MISCELLANEOUS 

7.1. Releases. 
 (a)
Full Release. On the Termination Date, the Mortgagee shall forthwith cause satisfaction and discharge of this Mortgage to be entered upon the record at the expense of the Mortgagor and shall execute and deliver or cause to be executed and
delivered such instruments of satisfaction and reassignment as may be reasonably necessary or desirable for the release of the Liens created hereby on the Mortgaged Property. Other than as set forth in the foregoing sentence, this Mortgage shall
remain and continue in full force and effect and be binding in accordance with and to the extent of its terms upon the Mortgagor and the successors and assigns 

  
 15 








 
thereof and shall inure to the benefit of the Mortgagee and the Other Secured Persons and their respective successors, indorsees, transferees and assigns; notwithstanding that from time to time
prior to the Termination Date, the Mortgagor may be free from any Obligations. 
 (b) Partial Release. The Mortgagee, at the request
and sole expense of the Mortgagor, shall promptly execute and deliver to the Mortgagor all releases, re-conveyances or other documents reasonably necessary or desirable for the release of the Liens created hereby on the Mortgaged Property, which
shall include, without limitation, the agreement of the Mortgagee (on behalf of itself and on behalf of the Other Secured Persons) to release the security interests in, and the Liens on, the Collateral granted herein and created hereby,
(i) upon any Disposition by the Mortgagor of any Mortgaged Property that is permitted under the Credit Agreement (other than to a Guarantor) and (ii) upon the effectiveness of any written consent to the release of the security interest
granted in such Mortgaged Property pursuant to Section 13.17 of the Credit Agreement. 
 (c) Possession of Notes. The Mortgagor
acknowledges and agrees that possession of any Note (or any replacements of any said Note or other instrument evidencing any part of the Obligations) at any time by the Mortgagor or any other guarantor shall not in any manner extinguish the
Obligations or this Mortgage, and the Mortgagor shall have the right to issue and reissue any of the Notes from time to time as its interest or as convenience may require, without in any manner extinguishing or affecting the Obligations or the Lien
of this Mortgage. 
 7.2. Severability. If any provision hereof is invalid or unenforceable in any jurisdiction, the other provisions
hereof shall remain in full force and effect in such jurisdiction and the remaining provisions hereof shall be liberally construed in favor of the Mortgagee and the Other Secured Persons in order to effectuate the provisions hereof. The invalidity
or unenforceability of any provision hereof in any jurisdiction shall not affect the validity or enforceability of any such provision in any other jurisdiction. 

7.3. Successors and Assigns. The terms used to designate any party or group of person s shall be deemed to include the respective heirs,
legal representatives, successors and assigns of such Persons. 
 7.4. Satisfaction of Prior Encumbrance. To the extent that proceeds
of the Credit Agreement are used to pay indebtedness secured by any outstanding Lien against the Mortgaged Property then the parties agree that: (a) such proceeds have been advanced at the Mortgagor’s request, and (b) the Mortgagee
and the Lenders shall be subrogated to any and all rights and Liens owned by any owner or holder of such outstanding Liens, irrespective of whether said Liens are or have been released. It is expressly understood that, in consideration of the
payment of such other indebtedness, the Mortgagor hereby waives and releases all demands and causes of action for offsets and payments to, upon and in connection with the said indebtedness. This Mortgage is made with full substitution and
subrogation of the Trustee and the Mortgagee and their successors and assigns in and to all covenants and warranties by others heretofore given or made in respect of the Mortgaged Property or any part thereof. 

7.5. Application of Payments to Certain Obligations. If any part of the Obligations cannot be lawfully secured by this Mortgage or if
any part of the Collateral cannot be lawfully subject to the Lien hereof to the full extent of the Obligations, then all payments made shall be applied on said Obligations first in discharge of that portion thereof which is not secured by this
Mortgage. 

  
 16 








 7.6. Nature of Covenants. The covenants and agreements herein contained shall constitute
covenants running with the land and interests covered or affected hereby and shall be binding upon the heirs, legal representatives, successors and assigns of the parties hereto. 

7.7. Notices. All notices, requests and demands pursuant hereto shall be made in accordance with Section 13.2 of the Credit
Agreement. 
 7.8. Expenses. The Mortgagor agrees to pay any and all reasonable and documented out of pocket expenses (including all
reasonable fees and disbursements of counsel) that may be paid or incurred by the Mortgagee in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any
rights with respect to, or collecting against, the Mortgagor under this Mortgage to the extent the Borrower would be required to do so pursuant to Section 13.5 of the Credit Agreement. 

7.9. Counterparts. This Mortgage is being executed in several counterparts, all of which are identical, except that to facilitate
recordation, if the Mortgaged Property is situated in more than one county, descriptions of only those portions of the Mortgaged Property located in the county in which a particular counterpart is recorded shall be attached as Exhibit A to such
counterpart. Each of such counterparts shall for all purposes be deemed to be an original and all such counterparts shall together constitute but one and the same instrument. Complete copies of this Mortgage containing the entire Exhibit A have been
retained by the Mortgagee. 
 7.10. Governing Law. Insofar as permitted by otherwise applicable law, this Mortgage shall be construed
under and governed by the laws of the State of Texas. 
 7.11. Financing Statement; Fixture Filing. This Mortgage shall be effective
as a financing statement filed as a fixture filing with respect to all Fixtures included within the Mortgaged Property and is to be filed or filed for record in the real estate records, mortgage records or other appropriate records of each
jurisdiction where any part of the Mortgaged Property (including said fixtures) are situated. This Mortgage shall also be effective as a financing statement covering As-Extracted Collateral (including oil and gas and all other substances of value
which may be extracted from the ground) and accounts financed at the wellhead or minehead of wells or mines located on the properties subject to the Applicable UCC and is to be filed for record in the real estate records, UCC records or other
appropriate records of each jurisdiction where any part of the Mortgaged Property is situated. 
 7.12. Filing of Financing
Statements. Pursuant to the Applicable UCC, the Mortgagor authorizes the Mortgagee, its counsel or its representative, at any time and from time to time, to file or record financing statements, continuation statements, amendments thereto and
other filing or recording documents or instruments with respect to the Mortgaged Property without the signature of the Mortgagee in such form and in such offices as the Mortgagee reasonably determines appropriate to perfect the security interests of
the Mortgagee under this Mortgage. The Mortgagor also authorizes the Mortgagee, its counsel or its representative, at any time and from time to time, to file or record such financing statements that describe the collateral covered thereby as
“all assets of the Mortgagor”, “all personal property of the Mortgagor” or words of similar effect. The Mortgagor shall pay all costs associated with the filing of such instruments. 

  
 17 








 In that regard, the following information is provided: 

 

			
	Name of Debtor:		[                            ]
	Address of Debtor		[                            ]
			[                            ]
			[                            ]
			Attention: [                            ]
	State of Formation/Location		[                            ]
	Facsimile:		[                            ]
	Telephone:		[                            ]
		
	With a copy of any notice to:		[                            ]
			[                            ]
			[                            ]
			[                            ]
	Facsimile:		[                            ]
	Telephone:		[                            ]
		
	Principal Place of		
	Business of Debtor:		[                            ]
			[                            ]
			[                            ]
		
	Name of Secured Party:		JPMorgan Chase Bank, N.A.
			as Collateral Agent
		
	Address of Secured		
	Party:		712 Main Street
			Houston, TX 77002
		
	Facsimile:		(713) 216-7770
	Telephone:		(713) 216-7739
		
	Owner of Record of		
	Real Property:		Mortgagor


 7.13. Limit on Obligations and Collateral. It is the intention of the Mortgagor, the Mortgagee
and the Other Secured Persons that this Mortgage not constitute a fraudulent transfer or fraudulent conveyance under any state or federal law that may be applied hereto. The Mortgagor and, by the Mortgagee’s acceptance hereof, the Mortgagee and
the Other Secured Persons hereby acknowledge and agree that, notwithstanding any other provision of this Mortgage, the indebtedness secured hereby shall be limited to the maximum amount of indebtedness that can be incurred or secured by the
Mortgagor without rendering this Mortgage voidable under applicable law relating to fraudulent conveyances or fraudulent transfers. 

  
 18 








 7.14. References. The words “herein,” “hereof,” “hereunder”
and other words of similar import when used in this Mortgage refer to this Mortgage as a whole, and not to any particular article, section or subsection. Any reference herein to a Section shall be deemed to refer to the applicable Section of this
Mortgage unless otherwise stated herein. Any reference herein to an exhibit or schedule shall be deemed to refer to the applicable exhibit or schedule attached hereto unless otherwise stated herein. 

[SIGNATURES BEGIN NEXT PAGE] 

  
 19 








 EXECUTED this              day of
December, 2011, to be effective as of the date first written above. 
  

			
	[                    ]
		
	By:		  

			Name:
			Title:


  

			
	STATE OF                     		§
			§
	COUNTY OF                    		§

 On this          day of December, 2011, before me, a notary public
personally appeared                                 , known to me (or satisfactorily
proven) to be                          of [            ], a
[            ] corporation, and who acknowledged that such person, being authorized to do so, executed the foregoing instrument as such officer on behalf of such corporation for the
purposes therein provided. 
 Witness my hand and Official Seal. 

 

	
	Notary Public
	
	Seal:


  

  
 Deed of Trust 

Signature Page 








 EXHIBIT A 

to 
 DEED OF TRUST, ASSIGNMENT OF
AS-EXTRACTED COLLATERAL, SECURITY AGREEMENT, FIXTURE FILING AND FINANCING STATEMENT 
 Introduction 

All references contained in this Exhibit A to the wells are intended to include references to Mortgagor’s well identification number and
well name for any existing well, including any replacement well drilled in lieu thereof from which crude oil, natural gas or other Hydrocarbons are now or hereafter produced. All references contained in this Exhibit A to the Oil and Gas Properties
are intended to include: (i) the volume or book and page, file, entry or instrument number of the appropriate records of the particular county or parish in the state where each such lease or other such lease or other instrument is recorded and
(ii) all valid and existing amendments to such lease or other instrument of record in such county or parish record, as applicable, regardless of whether such amendments are expressly described herein. A special reference is herein made to each
such lease or other instrument and the record thereof for a more particular description of the property and the interest sought to be affected by this Mortgage and for all other purposes. 

  
 Exhibit A – Page
1 








 EXHIBIT H 

FORM OF LEGAL OPINION OF SIMPSON THACHER & BARTLETT LLP 

  
 H-1 








 SIMPSON THACHER & BARTLETT
LLP 
 425 LEXINGTON AVENUE 

NEW YORK, N.Y. 10017-3954 

(212) 455-2000 
  

 

FACSIMILE: (212) 455-2502 
  

			
	DIRECT DIAL NUMBER		E-MAIL ADDRESS

 December 21, 2011 

JPMorgan Chase Bank, N.A., as Administrative 

Agent and as Collateral Agent under the Credit 

Agreement, in each case as hereinafter defined 

and 
 The Lenders listed on Schedule I hereto

  

	 	Re:	Credit Agreement, dated as of December 21, 2011 (the “Credit Agreement”). among Samson Investment Company, a Nevada corporation (the “Borrower”), the lending institutions
identified in the Credit Agreement (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the
“Collateral Agent”), and the other parties to the Credit Agreement party thereto. 

 Ladies and Gentlemen: 

We have acted as counsel to the Borrower, Samson Resources Corporation, a Delaware corporation (“Holdings”), the subsidiaries
of the Borrower named on Part A of Schedule II attached hereto (the “Delaware Subsidiary Guarantors” and, together with Holdings, the “Delaware Credit Parties”) and the subsidiaries of the Borrower named on Part B
of Schedule II attached hereto (the “Non-Delaware Subsidiary Guarantors” and, together with the Borrower, the “Non-Delaware Credit Parties”; the Non-Delaware Credit Parties, together with the Delaware Credit
Parties, the “Credit Parties”) in connection with the preparation, execution and delivery of the following documents: 
 (i)
the Credit Agreement; 
 (ii) the Notes delivered to the Lenders on the date hereof; 

(iii) the Guarantee; 
 (iv) the
Security Agreement; 
 (v) the Pledge Agreement; and 

(vi) the Mortgages listed on Schedule III hereto. 

BEIJING     HONG KONG      HOUSTON
     LONDON      LOS ANGELES      PALO ALTO      SÃO
PAULO      TOKYO     WASHINGTON, D.C. 









					
	SIMPSON THACHER & BARTLETT LLP		-2-		DECEMBER 21, 2011

  

 The documents described in the foregoing clauses (i) through (vi) are collectively referred to
herein as the “Credit Documents,” and the documents described in the foregoing clauses (iv) through (vi) are collectively referred to herein as the “Security Documents.” Unless otherwise indicated,
capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement. This opinion letter is furnished to you pursuant to Section 6.3 of the Credit Agreement. 

We have examined the following: 
  

	 	(i)	the Credit Agreement, signed by the Borrower and by the Administrative Agent and certain of the Lenders; 

  

	 	(ii)	each other Credit Document, signed by each Credit Party that is a party thereto; and 

  

	 	(iii)	forms of the Notes to be delivered after the date hereof; 

 (iv) unfiled copies
of the financing statements listed on Schedule IV hereto (the “Delaware Financing Statements”), naming the Credit Parties indicated on such Schedule IV as debtors and the Collateral Agent as secured party, which we understand will
be filed in the Office of the Secretary of State of the State of Delaware (the “Delaware Filing Office”). 
 In addition, we have examined,
and have relied as to matters of fact upon, the documents delivered to you at the closing, and upon originals, or duplicates or certified or conformed copies, of such corporate and limited liability company records, agreements, documents and other
instruments and such certificates or comparable documents of public officials and of officers and representatives of the Credit Parties, and have made such other investigations, as we have deemed relevant and necessary in connection with the
opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents. In addition, we have relied as to certain matters of fact upon the representations made in the Credit
Documents. 
 In addition, we have assumed that (1) the Credit Parties have rights in the Collateral (as defined in the Security
Agreement and the Pledge Agreement) existing on the date hereof and will have rights in property that becomes Collateral after the date hereof and (2) “value” (as defined in Section 1-201(44) of the Uniform Commercial Code as in
effect in the State of New York (the “New York UCC”)) has been given by the Lenders to the Credit Parties for the security interests and other rights in the Collateral. 









					
	SIMPSON THACHER & BARTLETT LLP		-3-		DECEMBER 21, 2011

  

 In rendering the opinion set forth in paragraph 5 below with respect to the Notes, we have
assumed that at the time of any execution and delivery of Notes after the date hereof, the board of directors of the Borrower (or any committee thereof acting pursuant to authority properly delegated to such committee by such board of directors) has
not taken any action to rescind or otherwise reduce the prior authorization of the issuance of such Notes. 
 Based upon and subject to the
foregoing, and subject to the qualifications and limitations set forth herein, we are of the opinion that: 
 1. Each of the
Credit Parties (other than the Non-Delaware Credit Parties, as to which we express no opinion in this paragraph 1) (a) is validly existing and in good standing as a corporation or limited liability company, as applicable, under the law of the
State of Delaware, (b) has the corporate or limited liability company, as applicable, power and authority to execute and deliver each of the Credit Documents to which it is a party, to borrow (in the case of the Borrower) and perform its
obligations thereunder and to grant the security interests to be granted by it pursuant to the Security Documents and (c) has duly authorized, executed and delivered each Credit Document to which it is a party. 

2. The execution and delivery by each Delaware Credit Party of the Credit Documents to which it is a party, the performance of
its payment obligations thereunder and the granting of the security interests to be granted by it pursuant to the Security Documents (a) will not result in any violation of (1) the certificate of incorporation or by-laws, or certificate of
formation or limited liability company agreement, as applicable, of such Delaware Credit Party or (2) assuming that proceeds of borrowings will be used in accordance with the terms of the Credit Agreement, any federal or New York statute, the
Delaware General Corporation Law or the Delaware Limited Liability Company Act or any rule or regulation issued pursuant to any federal or New York statute, the Delaware General Corporation Law or the Delaware Limited Liability Company Act or any
order known to us issued by any court or governmental agency or body and (b) will not breach or result in a default under or result in the creation of any lien upon or security interest in any Delaware Credit Party’s properties pursuant to
the terms of any agreement or instrument identified on Schedule V hereto. 
 3. The execution and delivery by each
Non-Delaware Credit Party of the Credit Documents to which it is a party, the Borrower’s borrowings in accordance with the terms of the Credit Documents, the performance of its payment obligations thereunder and the granting of the security
interests to be granted by it pursuant to the Security Documents (a) will not result in any violation of, assuming that proceeds of borrowings will be used in accordance with the terms of the Credit Agreement, any federal or New York statute or
any rule or regulation issued pursuant to any federal or New York statute or any order known to us issued by any court or governmental agency or body and (b) will not breach or result in a default under or result in the creation of any lien upon or
security interest in any Non-Delaware Credit Party’s properties pursuant to the terms of any agreement or instrument identified on Schedule V hereto. 









					
	SIMPSON THACHER & BARTLETT LLP		-4-		DECEMBER 21, 2011

  

 4. No consent, approval, authorization, order, filing, registration or
qualification of or with any federal or New York governmental agency or body or any Delaware governmental agency or body acting pursuant to the Delaware General Corporation Law or the Delaware Limited Liability Company Act is required for the
execution and delivery by any Credit Party of the Credit Documents to which it is a party, the borrowings by the Borrower in accordance with the terms of the Credit Documents, the performance by any Credit Party of its payment obligations under the
Credit Documents to which it is a party or the granting of any security interests under the Security Documents, except filings required for the perfection of security interests granted pursuant to the Security Documents. 

5. Assuming that each of the Credit Documents (other than the Mortgages, as to which we express no opinion in this paragraph 5)
is a valid and legally binding obligation of each of the parties thereto (other than the Credit Parties) and assuming that (a) each Non-Delaware Credit Party is validly existing and in good standing under the laws of the jurisdiction in which
it is organized and has duly authorized, executed and delivered the Credit Documents to which it is a party in accordance with its organizational documents, (b) execution, delivery and performance by each Credit Party of the Credit Documents to
which it is a party do not violate the laws of the jurisdiction in which it is organized or any other applicable laws (excepting the federal laws of the United States, the law of the State of New York, the Delaware General Corporation Law and the
Delaware Limited Liability Company Act) and (c) execution, delivery and performance by each Credit Party of the Credit Documents to which it is a party do not constitute a breach of or default under any agreement or instrument which is binding
upon such Credit Party (except that we do not make the assumption in the foregoing clause (c) with respect to the agreements and instruments that are the subject of clause (b) of opinion paragraph 2 of this opinion letter), each Credit
Document (other than any Mortgage) constitutes and each Note delivered to a Lender after the date hereof, assuming the due execution and delivery by the Credit Party that is the maker of such Note, will constitute the valid and legally binding
obligation of each Credit Party that is a party thereto, enforceable against such Credit Party in accordance with its terms. 

6. To our knowledge there is no action, suit or proceeding now pending before or by any court, arbitrator or governmental
agency, body or official to which any Credit Party is a party or to which the business, assets or property of any Credit Party is subject, and no such action, suit or proceeding is threatened to which any Credit Party would be a party or to which
the business, assets or property of any Credit Party would be subject, that in either case questions the validity of the Credit Documents. 

7. No Credit Party is an “investment company” within the meaning of, and subject to regulation under, the Investment
Company Act of 1940, as amended. 
 8. Assuming that the Borrower will comply with the provisions of the Credit Agreement
relating to the use of proceeds, the execution and delivery of the Credit Agreement by the Borrower and the making of the Loans under the Credit Agreement will not violate Regulation T, U or X of the Board of Governors of the Federal Reserve System.










					
	SIMPSON THACHER & BARTLETT LLP		-5-		DECEMBER 21, 2011

  

 9. The Security Agreement creates in favor of the Collateral Agent for the
benefit of the Secured Parties a security interest in the Collateral described therein in which a security interest may be created under Article 9 of the New York UCC (the “Security Agreement Article 9 Collateral”). 

10. The security interest of the Collateral Agent for the benefit of the Secured Parties in that portion of the Security
Agreement Article 9 Collateral that consists of “instruments” within the meaning of Article 9 of the New York UCC will be a perfected security interest upon delivery of such instruments to the Collateral Agent in the State of New York.

 11. The Pledge Agreement creates in favor of the Collateral Agent for the benefit of the Secured Parties a security
interest under the New York UCC in the investment property identified on Schedule 1 to the Pledge Agreement (the “Pledged Securities”). 

12. The Collateral Agent will have a perfected security interest in the Pledged Securities for the benefit of the Secured
Parties under the New York UCC upon delivery to the Collateral Agent for the benefit of the Secured Parties in the State of New York of the certificates representing the Pledged Securities in registered form, indorsed in blank by an effective
indorsement or accompanied by undated stock powers with respect thereto duly indorsed in blank by an effective indorsement. Assuming neither the Collateral Agent nor any of the Secured Parties has notice of any adverse claim to the Pledged
Securities, the Collateral Agent will acquire the security interest in the Pledged Securities for the benefit of the Secured Parties free of any adverse claim. 

Although we express no opinion as to the law of the State of Delaware (other than the Delaware General Corporation Law and the Delaware
Limited Liability Company Act), we have reviewed Article 9 of the Uniform Commercial Code in effect in the State of Delaware as set forth in the Commerce Clearing House, Inc. Secured Transactions Guide as supplemented through December 6, 2011
(the “Delaware UCC”) and, based solely on such review, we advise you that (a) the Delaware Financing Statements are in appropriate form for filing in the Delaware Filing Office and (b) upon the filing of the Delaware
Financing Statements in the Delaware Filing Office, the Collateral Agent will have a perfected security interest for the benefit of the Secured Parties in that portion of the Security Agreement Article 9 Collateral in which a security interest is
perfected by filing a financing statement in the Delaware Filing Office. 
 Our opinions in paragraphs 5, 9 and 11 above are subject to
(i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles (whether considered in a
proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing. Our opinion in paragraph 5 above also is subject to the qualification that certain provisions of the Security Documents










					
	SIMPSON THACHER & BARTLETT LLP		-6-		DECEMBER 21, 2011

  

 
may not be enforceable in whole or in part, although the inclusion of such provisions does not render the Security Documents invalid, and the Security Documents and the law of the State of New
York contain adequate remedial provisions for the practical realization of the rights and benefits afforded thereby. 
 Our opinions in
paragraphs 9 and 11, and our advice in the second preceding paragraph above, are limited to Article 9 of the New York UCC or the Delaware UCC, as the case may be, and our opinion in paragraph 12 is limited to Articles 8 and 9 of the New York UCC,
and, therefore, those opinion and advice paragraphs do not address collateral of a type not subject to Article 8 or 9, as the case may be, of the New York UCC or the Delaware UCC. In addition we express no opinion as to what law governs perfection
of the security interests granted in the collateral covered by this opinion letter. 
 We express no opinion and render no advice with
respect to: 
 (i) perfection of any security interest in (1) any collateral of a type represented by a certificate of title, and
(2) any collateral consisting of money or cash equivalents; 
 (ii) the effect of Section 9-315(a)(2) of the New York UCC with
respect to any proceeds of Collateral that are not identifiable; 
 (iii) perfection of any security interest the priority of which is
subject to Section 9-334 of the New York UCC; 
 (iv) except to the extent expressed in opinion paragraph 12, the priority of any
security interest; 
 (v) the effect of Section 552 of the Bankruptcy Code (11 U.S.C. Section 552) (relating to property acquired
by a pledgor after the commencement of a case under the United States Bankruptcy Code with respect to such pledgor) and Section 506(c) of the Bankruptcy Code (11 U.S.C. Section 506(c)) (relating to certain costs and expenses of a trustee
in preserving or disposing of collateral); 
 (vi) the effect of any provision of the Credit Documents that is intended to establish any
standard other than a standard set forth in the New York UCC as the measure of the performance by any party thereto of such party’s obligations of good faith, diligence, reasonableness or care or of the fulfillment of the duties imposed on any
secured party with respect to the maintenance, disposition or redemption of collateral, accounting for surplus proceeds of collateral or accepting collateral in discharge of liabilities; 

(vii) the effect of any provision of the Credit Documents that is intended to permit modification thereof only by means of an agreement in
writing signed by the parties thereto; 
 (viii) the effect of any provision of the Credit Documents insofar as it provides that any Person
purchasing a participation from a Lender or other Person may exercise set-off or similar rights with respect to such participation or that any Lender or other Person may exercise set-off or similar rights other than in accordance with applicable
law; 









					
	SIMPSON THACHER & BARTLETT LLP		-7-		DECEMBER 21, 2011

  

 (ix) the effect of any provision of the Credit Documents imposing penalties or forfeitures;

 (x) the enforceability of any provision of the Credit Documents to the extent that such provision constitutes a waiver of illegality as a
defense to the performance of contract obligations; and 
 (xi) the effect of any provision of the Credit Documents relating to
indemnification or exculpation in connection with violations of any securities laws or relating to indemnification, contribution or exculpation in connection with willful, reckless or criminal acts or gross negligence of the indemnified or
exculpated Person or the Person receiving contribution. 
 In connection with the provisions of the Credit Documents whereby the parties
submit to the jurisdiction of the courts of the United States of America located in the State and County of New York, we note the limitations of 28 U.S.C. Sections 1331 and 1332 on subject matter jurisdiction of the federal courts. In connection
with the provisions of the Credit Documents that relate to forum selection (including, without limitation, any waiver of any objection to venue or any objection that a court is an inconvenient forum), we note that under NYCPLR Section 510 a New
York State court may have discretion to transfer the place of trial, and under 28 U.S.C. Section 1404(a) a United States district court has discretion to transfer an action from one federal court to another. 

With respect to matters of Nevada law, we understand that you are relying on the opinion of Woodburn and Wedge dated the date hereof. With
respect to matters of Oklahoma law, we understand that you are relying on the opinion of Conner & Winters dated the date hereof. 

We do not express any opinion herein concerning any law other than the federal law of the United States, the law of the State of New York, the
Delaware General Corporation Law and the Delaware Limited Liability Company Act. 









					
	SIMPSON THACHER & BARTLETT LLP		-8-		DECEMBER 21, 2011

  

 This opinion letter is rendered to you in connection with the above described transactions.
This opinion letter may not be relied upon by you for any other purpose, or relied upon by, or furnished to, any other person, firm or corporation without our prior written consent; provided that this opinion may be furnished to, but not
relied upon by (i) any person that purchases an interest or a participation in the Loans, (ii) any auditor or regulatory authority having jurisdiction over a Lender on the basis that they make no further disclosure and (iii) any other
person pursuant to court order or judicial process. 
  

	
	Very truly yours,
	
	 /s/ SIMPSON THACHER & BARTLETT LLP

	SIMPSON THACHER & BARTLETT LLP










 SIMPSON THACHER & BARTLETT LLP 

 

 SCHEDULE I 

THE LENDERS 

JPMORGAN CHASE BANK, N.A. 
 BANK OF AMERICA, N.A. 

BANK OF MONTREAL 
 BARCLAYS BANK PLC 

CAPITAL ONE, NATIONAL ASSOCIATION 
 CITIGROUP GLOBAL MARKETS
INC. 
 COMERICA BANK 
 COMPASS BANK 

CREDIT SUISSE AG 
 JEFFERIES FINANCE LLC 

KKR CORPORATE LENDING LLC 
 MIZUHO CORPORATE BANK, LTD. 

ROYAL BANK OF CANADA 
 SUMITOMO MITSUI BANKING CORPORATION 

TORONTO DOMINION (NEW YORK) LLC 
 UBS LOAN FINANCE LLC 

UNION BANK, N.A. 
 WELLS FARGO BANK, N.A. 








 SIMPSON THACHER & BARTLETT LLP 

 

 SCHEDULE II 

PART A: 

DELAWARE SUBSIDIARY GUARANTORS 

 

			
	 Entity Name
	  	 Jurisdiction of Organization

	Geodyne Resources, Inc.	  	Delaware
		
	Samson Contour Energy Co.	  	Delaware
		
	Samson Contour Energy E&P, LLC	  	Delaware
		
	Samson Holdings, Inc.	  	Delaware
		
	Samson LS, LLC	  	Delaware

 PART B: 

NON-DELAWARE SUBSIDIARY GUARANTORS 

 

			
	 Entity Name
	  	 Jurisdiction of Organization

		
	Samson Resources Company	  	Oklahoma
		
	Samson - International, Ltd.	  	Oklahoma









 SIMPSON THACHER & BARTLETT LLP 

 

 SCHEDULE III 

MORTGAGES 
  

			
	 Jurisdiction
	  	 Document

		
	Colorado	  	Mortgage, Assignment of As-Extracted Collateral, Security Agreement, Fixture Filing and Financing Statement from Samson Resources Company to and for the benefit of JPMorgan Chase Bank, N.A., as Collateral Agent, and the Other
Secured Persons dated as of December 21, 2011 to be filed in La Plata County, Colorado.
		
	Louisiana	  	Act of Mortgage, Assignment of As-Extracted Collateral, Security Agreement, Fixture Filing and Financing Statement from Samson Contour Energy E & P, LLC to JPMorgan Chase Bank, N.A., as Collateral Agent for its benefit and the
benefit of the Other Secured Persons dated as of December 21, 2011 to be filed in DeSoto, Bossier, Red River, Webster and Natchitoches Parishes, Louisiana.
		
	North Dakota	  	Mortgage, Assignment of As-Extracted Collateral, Security Agreement, Fixture Filing and Financing Statement from Samson Resources Company to JPMorgan Chase Bank, N.A., as Collateral Agent, for its benefit and the benefit of the
Other Secured Persons dated as of December 21, 2011 to be filed in Divide and Williams Counties, North Dakota.
		
	Oklahoma	  	Mortgage, Assignment of As-Extracted Collateral, Security Agreement, Fixture Filing and Financing Statement from Samson Resources Company and Geodyne Resources, Inc., as Mortgagors, to JPMorgan Chase Bank, N.A., as Mortgagee and
Collateral Agent, and the Other Secured Persons dated as of December 21, 2011 to be filed in each of Washita, Caddo, Roger Mills, Pittsburg, Canadian, Custer, Beckham, Grady, Ellis, Latimer, Beaver, Texas and Major Counties, Oklahoma.
		
	Texas	  	Deed of Trust, Assignment of As-Extracted Collateral, Security Agreement, Fixture Filing and Financing Statement from Samson LS, LLC, Samson Contour Energy E & P, LLC and Geodyne Resources, Inc. to Ronald L. Dierker, as Trustee
for the benefit of JPMorgan Chase Bank, N.A., as Collateral Agent for its benefit and the benefit of the Other Secured Persons dated as of December 21, 2011 to be filed in Nacogdoches, Hemphill, Harrison, Wheeler, Panola, Rusk, Shelby, Lipscomb and
Gregg Counties, Texas.
		
	Wyoming	  	Mortgage, Assignment of As-Extracted Collateral, Security Agreement, Fixture Filing and Financing Statement from Samson Resources Company to and for the benefit of JPMorgan Chase Bank, N.A., as Collateral Agent, and the Other
Secured Persons dated as of December 21, 2011 to be filed in Converse, Sweetwater and Carbon Counties, Wyoming.









 SIMPSON THACHER & BARTLETT LLP 

 

 SCHEDULE IV 

FINANCING STATEMENTS 

The following financing statements on form UCC-1, naming the Person listed below as debtor and the Collateral Agent as secured party for the
benefit of the Secured Parties, to be filed in the offices listed opposite the name of such party: 
  

			
	 Debtor
	  	 Filing Office

	Geodyne Resources, Inc.	  	Delaware Filing Office
		
	Samson Contour Energy Co.	  	Delaware Filing Office
		
	Samson Contour Energy E & P, LLC	  	Delaware Filing Office
		
	Samson Holdings, Inc.	  	Delaware Filing Office
		
	Samson LS, LLC	  	Delaware Filing Office
		
	Samson Resources Corporation	  	Delaware Filing Office









 SIMPSON THACHER & BARTLETT LLP 

 

 SCHEDULE V 

AGREEMENTS AND INSTRUMENTS 

Stock Purchase Agreement, dated as of November 22, 2011, by and among Holdings, Samson, and the stockholders of Samson identified therein. 

Senior Interim Loan Agreement, dated as of December 21, 2011, among the Borrower, the lending institutions identified therein and JPMorgan Chase Bank,
N.A., as administrative agent. 
 Stockholders’ Agreement, dated as of December 21, 2011, by and among Samson Resources Corporation, a Delaware
corporation, Samson Aggregator L.P., a Delaware limited partnership, JDRockies Resources Limited, a Delaware corporation and, solely for purposes of Section 6.5 therein, ITOCHU Corporation, a Corporation organized under the laws of Japan. 







 EXHIBIT I 

FORM OF CREDIT PARTY CLOSING CERTIFICATE 

CLOSING CERTIFICATE 
 [NAME OF
CERTIFYING CREDIT PARTY] 
 December 21, 2011 

Reference is made to the Credit Agreement, dated as of December 21, 2011(the “Credit Agreement”), among Samson
Investment Company, a Nevada corporation, as the initial Borrower, the banks, financial institutions and other lending institutions from time to time parties hereto (the “Lenders”), JPMorgan Chase Bank, N.A., as Administrative
Agent, Collateral Agent, Swingline Lender, and a Letter of Credit Issuer, and each other Letter of Credit Issuer from time to time party thereto. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Credit
Agreement. 
 1. The undersigned [ ], [ ] of [ ] (the “Certifying Credit Party”), solely in his capacity as [ ] of the
Certifying Credit Party and not individually, hereby certifies as follows: 
 (a) The Specified Representations made by the Certifying Credit
Party in each of the Credit Documents, in each case as they relate to the Certifying Credit Party on the date hereof, are true and correct in all material respects on and as of the date hereof (except where such Specified Representations expressly
relate to an earlier date, in which case such Specified Representations were true and correct in all material respects as of such earlier date). 

(b) [            ] is the duly elected and qualified [Assistant] Secretary of the
Certifying Credit Party and the signature set forth on the signature line for such officer below is such officer’s true and genuine signature, and such officer is duly authorized to execute and deliver on behalf of the Certifying Credit Party
each Credit Document to which it is a party and any certificate or other document to be delivered by the Certifying Credit Party pursuant to such Credit Documents. 

2. The undersigned [Assistant] Secretary of the Certifying Credit Party, solely in his capacity as [Assistant] Secretary of the Certifying
Credit Party and not individually, hereby certifies as follows: 
 (a) Attached hereto as Exhibit A is a complete and correct copy of
the resolutions duly adopted by the [Board of Directors/General Partner/Member] (or a duly authorized committee thereof) of the Certifying Credit Party, authorizing (i) the execution, delivery and performance of the Credit Documents (and any
agreements relating thereto) to which it is a party and (ii) the extensions of credit contemplated by the Credit Agreement; such resolutions have not in any way been amended, modified, revoked or rescinded and have been in full force and effect
since their adoption to and including the date hereof and are now in full force and effect; and such resolutions are the only corporate proceedings of the Certifying Credit Party now in force relating to or affecting the matters referred to therein;

 (b) Attached hereto as Exhibit B is a true and complete copy of the charter of the Certifying Credit Party certified by the
Secretary of State of the Certifying Credit Party’s jurisdiction of organization as of a recent date, as in effect at all times since the date shown on the attached certificate; 

  
 I-1 








 (c) Attached hereto as Exhibit C is a true and complete copy of the [by-laws/limited
partnership agreement/limited liability company agreement] of the Certifying Credit Party as in effect at all times since the adoption thereof to and including the date hereof; and 

(d) Set forth on Exhibit D hereto is a list of the now duly elected and qualified officers of the Certifying Credit Party holding the offices
indicated next to their respective names below, and such officers hold such offices with the Certifying Credit Party on the date hereof, and the signatures appearing opposite their respective names below are the true and genuine signatures of such
officers, and each of such officers is duly authorized to execute and deliver on behalf of the Certifying Credit Party each Credit Document to which it is a party and any certificate or other document to be delivered by the Certifying Credit Party
pursuant to such Credit Documents. 
 [Remainder of page intentionally left blank; signature page follows] 

  
 I-2 








 IN WITNESS WHEREOF, the undersigned have hereto set our names as of the date set forth above.

  

							
	  
 Name:
				  
 Name:

	Title:     [President/Vice President]				Title:		[Secretary/Assistant Secretary]

  

  
 Signature Page 

Samson Investment Company 
 Closing
Certificate 








 Exhibit A 

Resolutions 
 [see
attached] 







 Exhibit B 

Charter 
 (Certificate of
Organization/Formation) 
 [see attached] 







 EXHIBIT C 

By-Laws / (LLC) Operating Agreement 

[see attached] 







 EXHIBIT D 

Specimen Signatures 
  

					
	 Name
	  	 Office
	  	 Signature









 EXHIBIT J 

FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT 

This Assignment and Acceptance Agreement (the “Assignment”) is dated as of the Effective Date set forth below and is entered
into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the
Credit Agreement (as defined below), 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 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 accepts 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, the interest in and to all of the Assignor’s rights and obligations under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents the amount and percentage interest identified
below of all of the Assignor’s outstanding rights and obligations under the respective facilities identified below (including, to the extent included in any such facilities, letters or credit) (the “Assigned Interest”). Such
sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and the Credit Agreement, without representation or warranty by the Assignor. 

 

					
	1. Assignor:		
                     
        
		
			
	2. Assignee:		
                     
        
		
		
	3. Borrower:		Samson Investment Company
		
	4. Administrative Agent:		JPMorgan Chase Bank, N.A., as Administrative Agent under the Credit Agreement (as defined below).
		
	5. Credit Agreement:		The Credit Agreement, dated as of December 21, 2011 (the “Credit Agreement”), among SAMSON INVESTMENT COMPANY, a Nevada corporation (the “Borrower”), the lenders from time to time party
thereto (the “Lenders”), JPMORGAN CHASE BANK, N.A., as Administrative Agent, Collateral Agent, Swingline Lender, and a Letter of Credit Issuer, and each other Letter of Credit Issuer from time to time party thereto (such terms and
each other capitalized term used but not defined herein having the meaning provided in Section 1 of the Credit Agreement).


  
 J-1 








 6. Assigned Interest: 
  

											
	 Total Commitment for all Lenders
	 	  	Amount of Commitment/Loans
Assigned	 	  	Commitment Percentage1	 
	$	                                    
	  	  	$	                                   
 	  	  	 	                                   
 	% 

 Effective Date:
                    , 20         [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE
DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 
 7. Notice and Wire Instructions: 

 

									
	[NAME OF ASSIGNOR]	 		  	[NAME OF ASSIGNEE]
			
	Notices:	 		  	Notices:
		 	  
	 		  		  	  

		 	  
	 		  		  	  

		 	  
	 		  		  	  

		 	Attention:	 		  		  	Attention:
		 	Telecopier:	 		  		  	Telecopier:
			
	with a copy to:	 		  	with a copy to:
		 	  
	 		  		  	  

		 	  
	 		  		  	  

		 	  
	 		  		  	  

		 	Attention:	 		  		  	Attention:
		 	Telecopier:	 		  		  	Telecopier:
			
	Wire Instructions:	 		  	Wire Instructions:
			
	[                            ]	 		  	[                            ]

 [Remainder of page intentionally left blank; signature page follows] 

 

	1 	Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 


  
 J-2 








 The terms set forth in this Assignment are hereby agreed to: 

 

			
	ASSIGNOR:
	
	[NAME OF ASSIGNOR]
		
	By:		  

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

			Name:
			Title:



  
 Signature Page 

Samson Investment Company 

Assignment and Acceptance Agreement 









			
	Consented to and Accepted:
	
	 JPMORGAN CHASE BANK, N.A.,

as Administrative Agent, Letter of Credit Issuer and Swingline Lender

		
	By:		  

			Name:
			Title:


  
 Signature Page 

Samson Investment Company 

Assignment and Acceptance Agreement 









			
	Consented to:
	
	 SAMSON INVESTMENT COMPANY

		
	By:		  

			Name:
			Title:


  
 Signature Page 

Samson Investment Company 

Assignment and Acceptance Agreement 








 ANNEX 1 

STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT 

AND ACCEPTANCE AGREEMENT 
 Representations and
Warranties. 
 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 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 any Credit Document, (ii) the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other instrument or document delivered pursuant thereto, other than this Assignment (herein collectively the “Credit 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 Credit 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 Credit Document. 
 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 to consummate the transactions contemplated hereby and to become a Lender under
the Credit Agreement, (ii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iii) it has received
a copy of the Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and to purchase the Assigned Interest on the basis of which it has made
such analysis and decision, and (iv) if it is a Non-U.S. Lender, attached to the Assignment 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 that time, continue to make its own
credit decisions in taking or not taking action under the Credit Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Documents are required to be performed by it as a
Lender. 
 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.

 General Provisions. This Assignment shall be binding upon, and inure to the benefit of, the parties hereto and their respective
successors and assigns. This Assignment may 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 by telecopy shall be effective as
delivery of a manually executed counterpart of this Assignment. This Assignment shall be governed by, and construed in accordance with, the internal laws of the State of New York. 

  
 Annex 1-1 








 EXHIBIT K 

FORM OF PROMISSORY NOTE 

New York, New York 
  

			
	$            		[                ], 201[    ]

 FOR VALUE RECEIVED, the undersigned, SAMSON INVESTMENT COMPANY, a Nevada corporation (the
“Borrower”), hereby unconditionally promises to pay to the order of [Lender][Swingline Lender] or its registered assigns (the [“Lender”] [“Swingline Lender”]), at the Administrative Agent’s
Office or such other place as JPMORGAN CHASE BANK, N.A. (the “Administrative Agent”) shall have specified, in Dollars and in immediately available funds, in accordance with Section 5.3 of the Credit Agreement (as defined
below; capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in Section 1 of the Credit Agreement) on the [Initial][Swingline] Maturity Date, the principal amount of
[            ] US Dollars ($[            ]) or, if less, the aggregate unpaid principal amount, if any, of all advances made by
the [Swingline] Lender to the Borrower in respect of [Initial][Swingline] Loans pursuant to the Credit Agreement. The Borrower further promises to pay interest in like money at such office on the unpaid principal amount hereof from time to time
outstanding at the rates per annum and on the dates specified in Section 2.8 of the Credit Agreement. 
 This Promissory Note is
one of the promissory notes referred to in Section 13.6 of the Credit Agreement, dated as of December 21, 2011 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”),
among Borrower, the lenders from time to time party thereto (the “Lenders”), JPMORGAN CHASE BANK, N.A., as Administrative Agent, Collateral Agent, Swingline Lender, and a Letter of Credit Issuer, and each other Letter of Credit
Issuer from time to time party thereto (such terms and each other capitalized term used but not defined herein having the meaning provided in Section 1 of the Credit Agreement). 

This Promissory Note is subject to, and the [Swingline] Lender is entitled to the benefits of, the provisions of the Credit Agreement, and the
[Initial][Swingline] Loans evidenced hereby are guaranteed and secured as provided therein and in the other Credit Documents. The [Initial][Swingline] Loans evidenced hereby are subject to prepayment prior to the [Initial][Swingline] Maturity Date,
in whole or in part, as provided in the Credit Agreement. 
 All parties now and hereafter liable with respect to this Promissory Note,
whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive diligence, presentment, demand, protest and notice of any kind whatsoever in connection with this Promissory Note. No failure to exercise and no delay in exercising, on
the part of the Administrative Agent or the [Swingline] Lender, any right, remedy, power or privilege hereunder or under the Credit Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. A waiver by the Administrative Agent or the [Swingline] Lender of any right, remedy, power or privilege
hereunder or under any Credit Document on any one occasion shall not be construed as a bar to any right or remedy that the Administrative Agent or the [Swingline] Lender would otherwise have on any future occasion. The rights, remedies, powers and
privileges herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any rights, remedies, powers and privileges provided by law. 

All payments in respect of the principal of and interest on this Promissory Note shall be made to the Person recorded in the Register as the
holder of this Promissory Note, as described more fully in Section 2.7 of the Credit Agreement, and such Person shall be treated as the [Swingline] Lender hereunder for all purposes of the Credit Agreement. 

[remainder of page intentionally left blank] 

  
 K-1 








 THIS PROMISSORY NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE
LAW OF THE STATE OF NEW YORK. 
  

			
	SAMSON INVESTMENT COMPANY
		
	By:		  

			Name:
			Title:



  
 Promissory Note 

Credit Agreement 








 EXHIBIT L 

FORM OF INTERCOMPANY NOTE 

INTERCOMPANY NOTE 
 New
York, New York 
 [DATE] 
 FOR
VALUE RECEIVED, each of the undersigned, to the extent a borrower from time to time from any other entity listed on the signature page hereto (each, in such capacity, a “Payor”), hereby promises to pay on demand to the order of such
other entity listed below (each, in such capacity, a “Payee”), in lawful money of the United States of America, or in such other currency as agreed to by such Payor and such Payee, in immediately available funds, at such location as
a Payee shall from time to time designate, the unpaid principal amount of all loans and advances (including trade payables) made by such Payee to such Payor. Each Payor promises also to pay interest on the unpaid principal amount of all such loans
and advances in like money at said location from the date of such loans and advances until paid at such rate per annum as shall be agreed upon from time to time by such Payor and such Payee. 

Capitalized terms used in this intercompany promissory note (this “Note”) but not otherwise defined herein shall have the
meanings given to them in the Credit Agreement dated as of December 21, 2011 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Samson Investment Company, a Nevada
corporation, as the initial Borrower, the banks, financial institutions and other lending institutions from time to time parties hereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent, Swingline Lender and a Letter of Credit
Issuer, and each other Letter of Credit Issuer from time to time party thereto. 
 This Note shall be pledged by each Payee that is a Credit
Party to the Collateral Agent, for the benefit of the Secured Parties, pursuant to the Pledge Agreement as collateral security for the full and prompt payment when due of, and the performance of, such Payee’s Obligations. Each Payee hereby
acknowledges and agrees that after the occurrence of and during the continuance of an Event of Default under and as defined in the Credit Agreement, the Collateral Agent may, in addition to the other rights and remedies provided pursuant to the
Pledge Agreement and otherwise available to it, exercise all rights of the Credit Party Payees with respect to this Note. 
 Anything in
this Note to the contrary notwithstanding, the indebtedness evidenced by this Note owed by any Payor that is a Credit Party to any Payee shall be subordinate and junior in right of payment, to the extent and in the manner hereinafter set forth, to
all Obligations of such Payor (such Obligations and other indebtedness and obligations in connection with any renewal, refunding, restructuring or refinancing thereof, including interest thereon accruing after the commencement of any proceedings
referred to in clause (i) below, whether or not such interest is an allowed claim in such proceeding, being hereinafter collectively referred to as “Senior Indebtedness”): 

(i) In the event of any insolvency or bankruptcy proceedings, and any receivership, liquidation, reorganization or other similar proceedings in
connection therewith, relative to any Payor or to its property, and in the event of any proceedings for voluntary liquidation, dissolution or other winding up of such Payor (except as expressly permitted by the Credit Agreement), whether or not
involving insolvency or bankruptcy, then, if an Event of Default (as defined in the Credit Agreement) has occurred and is continuing (x) the holders of Senior Indebtedness shall be irrevocably paid in full in cash in respect of all amounts
constituting Senior Indebtedness (other than Hedging Obligations under Secured Hedge Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations) before 

  
 L-1 








 
any Payee is entitled to receive (whether directly or indirectly), or make any demands for, any payment on account of this Note and (y) until the holders of Senior Indebtedness are
irrevocably paid in full in cash in respect of all amounts constituting Senior Indebtedness (other than Hedging Obligations under Secured Hedge Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent
indemnification obligations), any payment or distribution to which such Payee would otherwise be entitled (other than debt securities of such Payor that are subordinated, to at least the same extent as this Note, to the payment of all Senior
Indebtedness then outstanding (such securities being hereinafter referred to as “Restructured Debt Securities”)) shall be made to the holders of Senior Indebtedness; 

(ii) if any Event of Default (as under and defined in the Credit Agreement) occurs and is continuing, then no payment or distribution of any
kind or character shall be made by or on behalf of the Payor or any other Person on its behalf with respect to this Note; 
 (iii) if any
payment or distribution of any character, whether in cash, securities or other property (other than Restructured Debt Securities), in respect of this Note shall (despite these subordination provisions) be received by any Payee in violation of clause
(i) or (ii) before all Senior Indebtedness shall have been irrevocably paid in full in cash (other than Hedging Obligations under Secured Hedge Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent
indemnification obligations), such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered in accordance with the Security Documents; and 

(iv) each Payor agrees to file all claims against each relevant Payee in any bankruptcy or other proceeding in which the filing of claims is
required by law in respect of any Senior Indebtedness, and the Collateral Agent shall be entitled to all of such Payor’s rights thereunder. If for any reason a Payor fails to file such claim at least ten Business Days prior to the last date on
which such claim should be filed, such Payor hereby irrevocably appoints the Collateral Agent as its true and lawful attorney-in-fact and the Collateral Agent is hereby authorized to act as attorney-in-fact in such Payor’s name to file such
claim or, in such Collateral Agent’s discretion, to assign such claim to and cause proof of claim to be filed in the name of such Collateral Agent or its nominee. In all such cases, whether in administration, bankruptcy or otherwise, the person
or persons authorized to pay such claim shall pay to the Collateral Agent the full amount payable on the claim in the proceeding, and, to the full extent necessary for that purpose, each Payor hereby assigns to the Collateral Agent all of such
Payor’s rights to any payments or distributions to which such Payor otherwise would be entitled. If the amount so paid is greater than such Payor’s liability hereunder, the Collateral Agent shall pay the excess amount to the party entitled
thereto. In addition, each Payor hereby irrevocably appoints the Collateral Agent as its attorney-in-fact to exercise all of such Payor’s voting rights in connection with any bankruptcy proceeding or any plan for the reorganization of each
relevant Payee. 
 To the fullest extent permitted by law, no present or future holder of Senior Indebtedness shall be prejudiced in its
right to enforce the subordination of this Note by any act or failure to act on the part of any Payor or by any act or failure to act on the part of such holder or any trustee or agent for such holder. Each Payee and each Payor hereby agree that the
subordination of this Note is for the benefit of the Collateral Agent and the other Secured Parties. The Collateral Agent and the other Secured Parties are obligees under this Note to the same extent as if their names were written herein as such and
the Collateral Agent may, on behalf of itself, and the Secured Parties, proceed to enforce the subordination provisions herein. 

  
 L-2 








 The subordination terms contained in this Note shall terminate on the Termination Date (as
defined in the Pledge Agreement). 
 The indebtedness evidenced by this Note owed by any Payor that is not a Credit Party shall not be
subordinated to, and shall rank pari passu in right of payment with, any other obligation of such Payor. 
 Nothing contained in the
subordination provisions set forth above is intended to or will impair, as between each Payor and each Payee, the obligations of such Payor, which are absolute and unconditional, to pay to such Payee the principal of and interest on this Note as and
when due and payable in accordance with its terms, or is intended to or will affect the relative rights of such Payee and other creditors of such Payor other than the holders of Senior Indebtedness. 

Each Payee is hereby authorized to record all loans and advances made by it to any Payor (all of which shall be evidenced by this Note), and
all repayments or prepayments thereof, in its books and records, such books and records constituting prima facie evidence of the accuracy of the information contained therein. 

Each Payor hereby waives presentment, demand, protest or notice of any kind in connection with this Note. All payments under this Note shall
be made without offset, counterclaim or deduction of any kind. 
 This Note shall be binding upon each Payor and its successors and assigns,
and the terms and provisions of this Note shall inure to the benefit of each Payee and their respective successors and assigns, including subsequent holders hereof. Notwithstanding anything to the contrary contained herein, in any other Credit
Document or in any other promissory note or other instrument, this Note replaces and supersedes any and all promissory notes or other instruments which create or evidence any loans or advances made on, before or after the date hereof by any Payee to
any other Subsidiary. 
 From time to time after the date hereof, additional Subsidiaries of Holdings may become parties hereto (as Payor
and/or Payee, as the case may be) by executing a counterpart signature page to this Note (each additional Subsidiary, an “Additional Party”). Upon delivery of such counterpart signature page to the Payees, notice of which is hereby
waived by the other Payors, each Additional Party shall be a Payor and/or a Payee, as the case may be, and shall be as fully a party hereto as if such Additional Party were an original signatory hereof. Each Payor expressly agrees that its
obligations arising hereunder shall not be affected or diminished by the addition or release of any other Payor or Payee hereunder. This Note shall be fully effective as to any Payor or Payee that is or becomes a party hereto regardless of whether
any other person becomes or fails to become or ceases to be a Payor or Payee hereunder. 
 [Signature Pages Follow] 

  
 L-3 








 EXHIBIT M 

FORM OF SOLVENCY CERTIFICATE 

Date: December 21, 2011 
  

	To:	The Administrative Agent and each of the Lenders party to the Credit Agreement referred to below 

  

	Re:	Credit Agreement, dated as of December 21, 2011 (the “Credit Agreement”), by and among Samson Investment Company, a Nevada corporation (the “Borrower”), the lenders from time to
time party thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent, Swingline Lender, and a Letter of Credit Issuer, and each other Letter of Credit Issuer from time to time party thereto


 Ladies and Gentlemen: 
 I, the
undersigned, the [senior authorized financial officer] of the Borrower, in that capacity only and not in my individual capacity (and without personal liability), do hereby certify as of the date hereof, and based upon facts and circumstances as they
exist as of the date hereof (and disclaiming any responsibility for changes in such fact and circumstances after the date hereof), that: 
  

	 	1.	This certificate is furnished to the Administrative Agent and the Lenders pursuant to Section 6.10 of the Credit Agreement. Unless otherwise defined herein, capitalized terms used in this certificate shall have the
meanings set forth in the Credit Agreement. 

  

	 	2.	For purposes of this certificate, the terms below shall have the following definitions: 

  

	 	a.	“Fair Value” 

 The amount at which the assets (both tangible and intangible),
in their entirety, of the Borrower and its Restricted Subsidiaries taken as a whole would change hands between a willing buyer and a willing seller, within a commercially reasonable period of time, each having reasonable knowledge of the relevant
facts, with neither being under any compulsion to act. 
  

	 	b.	“Present Fair Salable Value” 

 The amount that could be obtained by an
independent willing seller from an independent willing buyer if the assets (both tangible and intangible) of the Borrower and its Restricted Subsidiaries taken as a whole are sold on a going concern basis with reasonable promptness in an
arm’s-length transaction under present conditions for the sale of comparable business enterprises insofar as such conditions can be reasonably evaluated. 
  

	 	c.	“Stated Liabilities” 

 The recorded liabilities (including contingent
liabilities that would be recorded in accordance with GAAP) of the Borrower and its Restricted Subsidiaries taken as a whole, as of the date hereof after giving effect to the consummation of the Transactions (including the execution and delivery of
the Credit Agreement, the making of the Loans and the use of proceeds of such Loans on the date hereof),, determined in accordance with GAAP consistently applied. 

  
 M-1 









	 	d.	“Identified Contingent Liabilities” 

 The maximum estimated amount of
liabilities reasonably likely to result from pending litigation, asserted claims and assessments, guaranties, uninsured risks and other contingent liabilities of the Borrower and its Restricted Subsidiaries taken as a whole after giving effect to
the Transactions (including the execution and delivery of the Credit Agreement, the making of the Loans and the use of proceeds of such Loans on the date hereof) (including all fees and expenses related thereto but exclusive of such contingent
liabilities to the extent reflected in Stated Liabilities), as identified and explained in terms of their nature and estimated magnitude by responsible officers of the Borrower. 

 

	 	e.	“Will be able to pay their Stated Liabilities and Identified Contingent Liabilities as they mature” 


For the period from the date hereof through the Maturity Date, the Borrower and its Restricted Subsidiaries taken as a whole will have
sufficient assets and cash flow to pay their respective Stated Liabilities and Identified Contingent Liabilities as those liabilities mature or (in the case of Identified Contingent Liabilities) otherwise become payable, in light of business
conducted or anticipated to be conducted by the Credit Parties as reflected in the projected financial statements and in light of the anticipated credit capacity. 
  

	 	f.	“Do not have Unreasonably Small Capital” 

 For the period from the date hereof
through the Maturity Date, the Borrower and its Restricted Subsidiaries taken as a whole after consummation of the Transactions (including the execution and delivery of the Credit Agreement, the making of the Loans and the use of proceeds of such
Loans on the date hereof) is a going concern and has sufficient capital to reasonably ensure that it will continue to be a going concern for such period. I understand that “unreasonably small capital” depends upon the nature of the
particular business or businesses conducted or to be conducted, and I have reached my conclusion based on the needs and anticipated needs for capital of the business conducted or anticipated to be conducted by the Credit Parties as reflected in the
projected financial statements and in light of the anticipated credit capacity. 
  

	 	3.	For purposes of this certificate, I, or officers of the Borrower under my direction and supervision, have performed the following procedures as of and for the periods set forth below. 


 

	 	a.	I have reviewed the financial statements (including the pro forma financial statements) referred to in Sections 6.13 and 8.9 of the Credit Agreement. 


 

	 	b.	I have knowledge of and have reviewed to my satisfaction the Credit Agreement. 

  

	 	c.	As the [                    ] of the Borrower, I am familiar with the financial condition of the Borrower and its
Restricted Subsidiaries. 


  
 M-2 









	 	4.	Based on and subject to the foregoing, I hereby certify on behalf of the Borrower that after giving effect to the consummation of the Transactions (including the execution and delivery of the Credit Agreement, the
making of the Loans and the use of proceeds of such Loans on the date hereof), it is my opinion that (i) the Fair Value of the assets of the Borrower and its Restricted Subsidiaries taken as a whole exceed their Stated Liabilities and
Identified Contingent Liabilities, (ii) the Present Fair Salable Value of the assets of the Borrower and its Restricted Subsidiaries taken as a whole exceed their Stated Liabilities and Identified Contingent Liabilities; (iii) the Borrower
and its Restricted Subsidiaries taken as a whole do not have Unreasonably Small Capital; and (iv) the Borrower and its Restricted Subsidiaries taken as a whole will be able to pay their Stated Liabilities and Identified Contingent Liabilities
as they mature. 

 [Remainder of page intentionally left blank; signature page follows] 

  
 M-3 








 IN WITNESS WHEREOF, the Borrower has caused this certificate to be executed on its behalf by the
undersigned [senior authorized financial officer] as of the date first written above. 
  

			
	SAMSON INVESTMENT COMPANY
		
	By:		  

			Name:
			Title:



  
 Signature Page 

Samson Investment Company 
 Solvency
Certificate 








 EXHIBIT N-1 

FORM OF 
 NON-BANK TAX
CERTIFICATE 
 (For Non-U.S. Lenders That Are Not Treated As Partnerships For U.S. Federal Income Tax Purposes) 

Reference is made to that certain Credit Agreement dated as of December 21, 2011 (as amended, restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”), by and among Samson Investment Company, a Nevada corporation (the “Borrower”), the lenders from time to time party thereto (the “Lenders”),
JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent, Swingline Lender, and a Letter of Credit Issuer, and each other Letter of Credit Issuer from time to time party thereto. Capitalized terms used but not defined herein shall have
the meanings given to them in the Loan Agreement. 
 Pursuant to Section 5.4(e) of the Loan Agreement, the undersigned hereby certifies
that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a “bank” within the meaning of
Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Code Section 871(h)(3)(B), (iv) it is not a “controlled foreign corporation” related to the Borrower as
described in Section 881(c)(3)(C) of the Code and (v) the interest payments on the Loan(s) are not effectively connected with the undersigned’s conduct of a U.S. trade or business. 

The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. person status on Internal Revenue
Service Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent in writing and
(2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made by the Borrower or the
Administrative Agent to the undersigned, or in either of the two calendar years preceding such payment. 
 [Signature Page Follows] 







 
			
	[Non-U.S. Lender]
		
	By:		  

			Name:
			Title:
	
	[Address]



Dated:                    , 20[     ]


  
 Form of Non-Bank
Certificate 








 EXHIBIT N-2 

FORM OF 
 NON-BANK TAX
CERTIFICATE 
 (For Non-U.S. Lenders That Are Treated As Partnerships For U.S. Federal Income Tax Purposes) 

Reference is made to that certain Credit Agreement dated as of December 21, 2011 (as amended, restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”), by and among Samson Investment Company, a Nevada corporation (the “Borrower”), the lenders from time to time party thereto (the “Lenders”),
JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent, Swingline Lender, and a Letter of Credit Issuer, and each other Letter of Credit Issuer from time to time party thereto. Capitalized terms used but not defined herein shall have
the meanings given to them in the Loan Agreement. 
 Pursuant to Section 5.4(e) of the Loan Agreement, the undersigned hereby certifies
that (i) it is the sole record owner of the Loan(s) (as well as any note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its partners/members are the sole beneficial owners of such Loan(s) (as well as
any note(s) evidencing such Loan(s)), (iii) neither the undersigned nor any of its partners/members is a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its partners/members is a ten percent
shareholder of the Borrower within the meaning of Code Section 871(h)(3)(B), (v) none of its partners/members is a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code and
(vi) the interest payments on the Loan(s) are not effectively connected with the undersigned’s or any of its partners/members’ conduct of a U.S. trade or business. 

The undersigned has furnished the Administrative Agent and the Borrower with Internal Revenue Service Form W-8IMY accompanied by an Internal
Revenue Service Form W-8BEN from each of its partners/members claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned
shall promptly so inform the Borrower and the Administrative Agent and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent in writing with a properly completed and currently effective certificate in
either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payment. 

[Signature Page Follows] 







 
			
	[Non-U.S. Lender]
		
	By:		  

			Name:
			Title:
	
	[Address]


 Dated:
                    , 20[     ] 

  
 Form of Non-Bank
Certificate 








 EXHIBIT N-3 

FORM OF 
 NON-BANK TAX
CERTIFICATE 
 (For Non-U.S. Participants That Are Not Treated As Partnerships For U.S. Federal Income Tax Purposes) 

Reference is made to that certain Credit Agreement dated as of December 21, 2011 (as amended, restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”), by and among Samson Investment Company, a Nevada corporation (the “Borrower”), the lenders from time to time party thereto (the “Lenders”),
JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent, Swingline Lender, and a Letter of Credit Issuer, and each other Letter of Credit Issuer from time to time party thereto. Capitalized terms used but not defined herein shall have
the meanings given to them in the Loan Agreement. 
 Pursuant to Section 5.4(e) and Section 13.6(c) of the Loan Agreement, the
undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a “bank” within the meaning of Section 881(c)(3)(A)
of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Code Section 871(h)(3)(B), (iv) it is not a “controlled foreign corporation” related to any Borrower as described in
Section 881(c)(3)(C) of the Code and (v) the interest payments with respect to such participation are not effectively connected with the undersigned’s conduct of a U.S. trade or business. 

The undersigned has furnished its participating Lender with a certificate of its non-U.S. person status on Internal Revenue Service Form
W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing and (2) the undersigned shall have at all times
furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payment. 

[Signature Page Follows] 







 
			
	[Non-U.S. Participant]
		
	By:		  

			Name:
			Title:
	
	[Address]


 Dated:
                    , 20[     ] 

  
 Form of Non-Bank
Certificate 








 EXHIBIT N-4 

FORM OF 
 NON-BANK TAX
CERTIFICATE 
 (For Foreign Participants That Are Treated As Partnerships For U.S. Federal Income Tax Purposes) 

Reference is made to that certain Credit Agreement dated as of December 21, 2011 (as amended, restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”), by and among Samson Investment Company, a Nevada corporation (the “Borrower”), the lenders from time to time party thereto (the “Lenders”),
JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent, Swingline Lender, and a Letter of Credit Issuer, and each other Letter of Credit Issuer from time to time party thereto. Capitalized terms used but not defined herein shall have
the meanings given to them in the Loan Agreement. 
 Pursuant to Section 5.4(e) and Section 13.6(c) of the Loan Agreement, the
undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its partners/members are the sole beneficial owners of such participation, (iii) neither
the undersigned nor any of its partners/members is a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its partners/members is a ten percent shareholder of the Borrower within the meaning of Code
Section 871(h)(3)(B), (v) none of its partners/members is a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code and (vi) the interest payments with respect to such
participation are not effectively connected with the undersigned’s or any of its partners/members’ conduct of a U.S. trade or business. 

The undersigned has furnished its participating Lender with Internal Revenue Service Form W-8IMY accompanied by an Internal Revenue Service
Form W-8BEN from each of its partners/members claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so
inform such Lender in writing and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the
undersigned, or in either of the two calendar years preceding such payment. 
 [Signature Page Follows] 







 
			
	[Non-U.S. Participant]
		
	By:		  

			Name:
			Title:
	
	[Address]


 Dated:
                    , 20[     ]