EX-10.7



 Exhibit 10.7 

Execution Copy 
  

 
  

$1,000,000,000 
 SECOND LIEN TERM
LOAN CREDIT AGREEMENT 
 Dated as of September 25, 2012 

among 
 SAMSON INVESTMENT COMPANY,

 as the Borrower, 
 The Several
Lenders 
 from Time to Time Parties Hereto, 

BANK OF AMERICA, N.A., 
 as
Administrative Agent and Collateral Agent 
 CREDIT SUISSE SECURITIES (USA) LLC, 

as Syndication Agent 
 MERRILL
LYNCH, PIERCE, FENNER & SMITH INCORPORATED, and 
 CREDIT SUISSE SECURITIES (USA) LLC, 

as Joint Lead Arrangers, 
 MERRILL
LYNCH, PIERCE, FENNER & SMITH INCORPORATED, 
 CREDIT SUISSE SECURITIES (USA) LLC, 

J.P. MORGAN SECURITIES LLC, 
 WELLS
FARGO SECURITIES, LLC, 
 BMO CAPITAL MARKETS CORP., 

BARCLAYS BANK PLC, 
 CITIGROUP
GLOBAL MARKETS INC., 
 RBC CAPITAL MARKETS and 

MIZUHO CORPORATE BANK, LTD. 
 as
Joint Bookrunners 
 KKR CAPITAL MARKETS LLC, 

as Joint Manager and Arranger 
  

 
  







 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
	SECTION 1.	 	 DEFINITIONS
	  	 	1	  
			
	 1.1.
	 	 Defined Terms
	  	 	1	  
	 1.2.
	 	 Other Interpretive Provisions
	  	 	53	  
	 1.3.
	 	 Accounting Terms
	  	 	54	  
	 1.4.
	 	 Rounding
	  	 	54	  
	 1.5.
	 	 References to Agreements, Laws, Etc.
	  	 	54	  
	 1.6.
	 	 [Reserved]
	  	 	55	  
			
	SECTION 2.	 	 AMOUNT AND TERMS OF CREDIT
	  	 	55	  
			
	 2.1.
	 	 Commitments
	  	 	55	  
	 2.2.
	 	 Maximum Number of Borrowings
	  	 	55	  
	 2.3.
	 	 Notice of Borrowing
	  	 	55	  
	 2.4.
	 	 Disbursement of Funds
	  	 	56	  
	 2.5.
	 	 Repayment of Loans; Evidence of Debt
	  	 	56	  
	 2.6.
	 	 Conversions and Continuations
	  	 	57	  
	 2.7.
	 	 Pro Rata Borrowings
	  	 	58	  
	 2.8.
	 	 Interest
	  	 	58	  
	 2.9.
	 	 Interest Periods
	  	 	59	  
	 2.10.
	 	 Increased Costs, Illegality, Etc.
	  	 	60	  
	 2.11.
	 	 Compensation
	  	 	61	  
	 2.12.
	 	 Change of Lending Office
	  	 	61	  
	 2.13.
	 	 Notice of Certain Costs
	  	 	62	  
	 2.14.
	 	 Incremental Facilities
	  	 	62	  
	 2.15.
	 	 Extensions of Term Loans
	  	 	63	  
			
	SECTION 3.	 	 [RESERVED]
	  	 	65	  
			
	SECTION 4.	 	 FEES; COMMITMENTS
	  	 	65	  
			
	 4.1.
	 	 Administrative Agent’s Fees
	  	 	65	  
	 4.2.
	 	 Mandatory Termination of Commitments
	  	 	65	  
			
	SECTION 5.	 	 PAYMENTS
	  	 	65	  
			
	 5.1.
	 	 Voluntary Prepayments
	  	 	66	  
	 5.2.
	 	 Mandatory Prepayments
	  	 	69	  
	 5.3.
	 	 Method and Place of Payment
	  	 	69	  
	 5.4.
	 	 Net Payments
	  	 	70	  
	 5.5.
	 	 Computations of Interest
	  	 	73	  
	 5.6.
	 	 Limit on Rate of Interest
	  	 	73	  
			
	SECTION 6.	 	 CONDITIONS PRECEDENT TO INITIAL BORROWING
	  	 	73	  


  
 -i- 









							
	 	 	 	  	Page	 
	 6.1.
	 	 Loan Documents
	  	 	73	  
	 6.2.
	 	 Collateral
	  	 	74	  
	 6.3.
	 	 Legal Opinions
	  	 	75	  
	 6.4.
	 	 Closing Certificates
	  	 	75	  
	 6.5.
	 	 Authorization of Proceedings of Each Loan Party; Organizational Documents
	  	 	75	  
	 6.6.
	 	 Fees
	  	 	75	  
	 6.7.
	 	 Representations and Warranties
	  	 	75	  
	 6.8.
	 	 Solvency Certificate
	  	 	75	  
	 6.9.
	 	 Patriot Act
	  	 	75	  
			
	SECTION 7.	 	 [RESERVED]
	  	 	75	  
			
	SECTION 8.	 	 REPRESENTATIONS, WARRANTIES AND AGREEMENTS
	  	 	76	  
			
	 8.1.
	 	 Corporate Status
	  	 	76	  
	 8.2.
	 	 Corporate Power and Authority; Enforceability
	  	 	76	  
	 8.3.
	 	 No Violation
	  	 	76	  
	 8.4.
	 	 Litigation
	  	 	76	  
	 8.5.
	 	 Margin Regulations
	  	 	76	  
	 8.6.
	 	 Governmental Approvals
	  	 	76	  
	 8.7.
	 	 Investment Company Act
	  	 	77	  
	 8.8.
	 	 True and Complete Disclosure
	  	 	77	  
	 8.9.
	 	 Financial Condition; Financial Statements
	  	 	77	  
	 8.10.
	 	 Tax Matters
	  	 	77	  
	 8.11.
	 	 Compliance with ERISA
	  	 	78	  
	 8.12.
	 	 Subsidiaries
	  	 	78	  
	 8.13.
	 	 Intellectual Property
	  	 	78	  
	 8.14.
	 	 Environmental Laws
	  	 	79	  
	 8.15.
	 	 Properties
	  	 	79	  
	 8.16.
	 	 Solvency
	  	 	79	  
	 8.17.
	 	 Insurance
	  	 	79	  
	 8.18.
	 	 Gas Imbalances, Prepayments
	  	 	80	  
	 8.19.
	 	 Marketing of Production
	  	 	80	  
	 8.20.
	 	 Hedging Agreements
	  	 	80	  
	 8.21.
	 	 Patriot Act
	  	 	80	  
			
	SECTION 9.	 	 COVENANTS
	  	 	80	  
			
	 9.1.
	 	 Reports and Other Information
	  	 	80	  
	 9.2.
	 	 Compliance Certificate
	  	 	82	  
	 9.3.
	 	 Taxes
	  	 	83	  
	 9.4.
	 	 Stay, Extension and Usury Laws
	  	 	83	  
	 9.5.
	 	 Limitation on Restricted Payments
	  	 	83	  
	 9.6.
	 	 Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries
	  	 	91	  
	 9.7.
	 	 Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock
	  	 	93	  
	 9.8.
	 	 Asset Sales
	  	 	98	  
	 9.9.
	 	 Transactions with Affiliates
	  	 	100	  
	 9.10.
	 	 Liens
	  	 	103	  
	 9.11.
	 	 Corporate Existence
	  	 	103	  


  
 -ii- 









							
	 	 	 	  	Page	 
	 9.12.
	 	 [Reserved]
	  	 	104	  
	 9.13.
	 	 Limitation on Guarantees of Indebtedness by Restricted Subsidiaries
	  	 	104	  
	 9.14.
	 	 Merger, Consolidation or Sale of All or Substantially All Assets
	  	 	104	  
	 9.15.
	 	 Successor Corporation Substituted
	  	 	106	  
	 9.16.
	 	 Use of Proceeds
	  	 	106	  
	 9.17.
	 	 Insurance
	  	 	107	  
	 9.18.
	 	 Compliance with Statutes, Regulations, Etc.
	  	 	107	  
	 9.19.
	 	 Additional Guarantors and Collateral
	  	 	107	  
	 9.20.
	 	 Further Assurances
	  	 	108	  
	 9.21.
	 	 Suspension of Covenants
	  	 	109	  
			
	SECTION 10.	 	 [RESERVED]
	  	 	110	  
			
	SECTION 11.	 	 DEFAULTS AND REMEDIES
	  	 	110	  
			
	 11.1.
	 	 Events of Default
	  	 	110	  
	 11.2.
	 	 Remedies upon Event of Default, Waivers of Past Defaults
	  	 	112	  
	 11.3.
	 	 Application of Proceeds
	  	 	112	  
			
	SECTION 12.	 	 THE AGENTS
	  	 	113	  
			
	 12.1.
	 	 Appointment
	  	 	113	  
	 12.2.
	 	 Delegation of Duties
	  	 	114	  
	 12.3.
	 	 Exculpatory Provisions
	  	 	114	  
	 12.4.
	 	 Reliance by Agents
	  	 	114	  
	 12.5.
	 	 Notice of Default
	  	 	115	  
	 12.6.
	 	 Non-Reliance on Administrative Agent, Collateral Agent and Other Lenders
	  	 	115	  
	 12.7.
	 	 Indemnification
	  	 	115	  
	 12.8.
	 	 Agents in Their Individual Capacities
	  	 	116	  
	 12.9.
	 	 Successor Agents
	  	 	116	  
	 12.10.
	 	 Withholding Tax
	  	 	117	  
	 12.11.
	 	 Security Documents and Collateral Agent under Security Documents and Guarantee
	  	 	117	  
	 12.12.
	 	 Right to Realize on Collateral and Enforce Guarantee
	  	 	117	  
	 12.13.
	 	 Appointment
	  	 	118	  
			
	SECTION 13.	 	 MISCELLANEOUS
	  	 	118	  
			
	 13.1.
	 	 Amendments, Waivers and Releases
	  	 	118	  
	 13.2.
	 	 Notices
	  	 	120	  
	 13.3.
	 	 No Waiver; Cumulative Remedies
	  	 	121	  
	 13.4.
	 	 Survival of Representations and Warranties
	  	 	121	  
	 13.5.
	 	 Payment of Expenses; Indemnification
	  	 	121	  
	 13.6.
	 	 Successors and Assigns; Participations and Assignments
	  	 	122	  
	 13.7.
	 	 Replacements of Lenders Under Certain Circumstances
	  	 	127	  
	 13.8.
	 	 Adjustments; Set-off
	  	 	128	  
	 13.9.
	 	 Counterparts
	  	 	129	  
	 13.10.
	 	 Severability
	  	 	129	  
	 13.11.
	 	 Integration
	  	 	129	  
	 13.12.
	 	 GOVERNING LAW
	  	 	129	  
	 13.13.
	 	 Submission to Jurisdiction; Waivers
	  	 	129	  


  
 -iii- 









							
	 	 	 	  	Page	 
	 13.14.
	 	 Acknowledgments
	  	 	130	  
	 13.15.
	 	 WAIVERS OF JURY TRIAL
	  	 	131	  
	 13.16.
	 	 Confidentiality
	  	 	131	  
	 13.17.
	 	 [Reserved]
	  	 	132	  
	 13.18.
	 	 Direct Website Communications
	  	 	132	  
	 13.19.
	 	 USA PATRIOT Act
	  	 	133	  
	 13.20.
	 	 Payments Set Aside
	  	 	133	  
	 13.21.
	 	 Reinstatement
	  	 	134	  
	 13.22.
	 	 Release of Liens
	  	 	134	  
	 13.23.
	 	 Release of Subsidiary Guarantee. Each Subsidiary’s Subsidiary
	  	 	135	  

  

			
	SCHEDULES
		
	Schedule 1.1(a)	  	Commitments
	Schedule 1.1(b)	  	Excluded Stock
	Schedule 1.1(c)	  	Excluded Subsidiaries
	Schedule 1.1(d)	  	Closing Date Subsidiary Guarantors
	Schedule 1.1(e)	  	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 Hedging Agreements
	Schedule 9.20	  	Further Assurances
	Schedule 13.2	  	Notice Addresses
		
	EXHIBITS	  	
		
	Exhibit A	  	Form of Guarantee
	Exhibit B	  	Form of Security Agreement
	Exhibit C	  	Form of Pledge Agreement
	Exhibit D	  	[Reserved]
	Exhibit E	  	Form of Notice of Borrowing
	Exhibit F	  	Form of Legal Opinion of Simpson Thacher & Bartlett LLP
	Exhibit G-1	  	Form of Secretary’s Certificate
	Exhibit G-2	  	Form of Officer’s Certificate
	Exhibit H	  	Form of Assignment and Acceptance
	Exhibit I	  	Form of Term Loan Note
	Exhibit J	  	Form of Solvency Certificate
	Exhibit K	  	Form of Non-Bank Tax Certificate
	Exhibit L	  	Form of First Lien/Second Lien Intercreditor Agreement
	Exhibit M	  	Form of Equal Priority Lien Intercreditor Agreement


  
 -iv- 








 SECOND LIEN TERM LOAN CREDIT AGREEMENT dated as of September 25, 2012, among SAMSON
INVESTMENT COMPANY, a Nevada corporation (the “Borrower”), the lending institutions from time to time parties hereto (each a “Lender” and, collectively, the “Lenders”) and BANK OF AMERICA, N.A., as
Administrative Agent and Collateral Agent (such terms and each other capitalized term used but not defined in this preamble having the meaning provided in Section 1 hereto). 

WHEREAS, the Borrower has requested that, immediately upon the satisfaction in full of the conditions precedent set forth in Section 6
below, the Lenders extend credit to the Borrower in the form of $1,000,000,000 in aggregate principal amount of Initial Term Loans to be borrowed on the Closing Date (the “Initial Term Loan Facility”); 

WHEREAS, the Lenders have indicated their willingness to extend such credit on the terms and subject to the conditions set forth herein; 

WHEREAS, in connection with the foregoing and as an inducement for the Lenders to extend the credit contemplated hereunder, the Borrower has
agreed to secure all of its Obligations by granting to the Collateral Agent, for the benefit of the Secured Parties, a second priority lien on substantially all of its assets (except as otherwise set forth in the Credit Documents), including a
pledge of all of the Capital Stock (other than Excluded Stock) of each of its Subsidiaries; and 
 WHEREAS, in connection with the foregoing
and as an inducement for the Lenders to extend the credit contemplated hereunder, the Guarantors have agreed to guarantee the Obligations and to secure their respective guarantees by granting to the Collateral Agent, for the benefit of Secured
Parties, a second priority lien on substantially all of their respective assets (except as otherwise set forth in the Credit Documents), including a pledge of all of the Capital Stock (other than Excluded Stock) of their respective Subsidiaries;

 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”, (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% and (d) 2.25%;
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. 

“Acceptable Commitment” shall have the meaning provided in Section 9.8(b) hereof. 

“Acquired Indebtedness” shall mean, with respect to any specified Person, 

(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted
Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging with or into or becoming a Restricted Subsidiary of such specified Person, and 

(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person. 

“Acquisition” shall mean the acquisition contemplated by the Stock Purchase Agreement pursuant to which Holdings acquired all
of the issued and outstanding shares of capital stock of the Borrower. 
 “Additional Assets” shall mean: 

(1) any properties or assets to be used by the Borrower or a Restricted Subsidiary in the Oil and Gas Business; 

(2) capital expenditures by the Borrower or a Restricted Subsidiary in the Oil and Gas Business; 

(3) the Capital Stock of a Person that becomes a Restricted Subsidiary as a result of the acquisition of the acquisition of
such Capital Stock by the Borrower or another Restricted Subsidiary; or 
 (4) Capital Stock constituting a Minority Interest
in any Person that at such time is a Restricted Subsidiary; 
 provided, however, that, in the case of clauses (3) and (4),
such Restricted Subsidiary is primarily engaged in the Oil and Gas Business. 
 “Additional Lender” shall have the meaning
provided in Section 2.14(d). 
 “Administrative Agent” shall mean Bank of America, N.A., as the administrative agent
for the Lenders under this Agreement and the other Loan 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. 

  
 -2- 








 “Administrative Questionnaire” shall have the meaning provided in
Section 13.6(b)(ii)(D) hereof. 
 “Affiliate” of any specified Person shall mean, any other Person directly or
indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,”
“controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person,
whether through the ownership of voting securities, by agreement or otherwise. 
 “Affiliate Transaction” shall have the
meaning provided in Section 9.9(a) hereof. 
 “Affiliated Institutional Lender” shall mean any investment fund
managed or advised by Affiliates of an Investor that is a bona fide debt fund and that extends credit or buys loans in the ordinary course of business. 

“Affiliated Lender” shall mean a Lender that is an Investor or any Affiliate thereof (other than Holdings, any Subsidiary of
Holdings, any Borrower or any Affiliated Institutional Lender). 
 “Agent Parties” shall have the meaning provided in
Section 13.18(d). 
 “Agents” shall mean the Administrative Agent, the Collateral Agent, the Syndication Agent
and each Joint Lead Arranger and Joint Bookrunner. 
 “Agreement” shall mean this Second Lien Term Loan Credit Agreement.

 “Applicable ABR Margin” shall mean at any date, with respect to each ABR Loan, 3.75% per annum. 

“Applicable LIBOR Margin” shall mean at any date, with respect to each LIBOR Loan, 4.75% per annum. 

“Applicable Ratio Calculation Date” shall mean the applicable date of calculation for the Fixed Charge Coverage Ratio. 

“Applicable Ratio Measurement Period” shall mean the most recently ended four fiscal quarters immediately preceding the
Applicable Ratio Calculation Date for which internal financial statements are available. 
 “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. 

“Asset Sale” shall mean any direct or indirect sale, lease (including by means of Production Payments and Reserve Sales and a
Sale and Lease-Back Transaction) (other than an operating lease entered into in the ordinary course of the Oil and Gas Business), transfer, issuance or other disposition, or a series of related sales, leases, transfers, issuances or dispositions
that are part of a common plan, of (A) shares of Capital Stock of a Restricted Subsidiary (other than Preferred Stock of Restricted Subsidiaries issued in compliance with Section 9.7 hereof, and directors’ qualifying shares or
shares required by applicable law to be held by a Person other than the Borrower or a Restricted Subsidiary), (B) all or substantially all of the assets of any division or line of business of the Borrower or


  
 -3- 








 
any Restricted Subsidiary (excluding any division or line of business the assets of which are owned by an Unrestricted Subsidiary) or (C) any other assets of the Borrower or any Restricted
Subsidiary outside of the ordinary course of business of the Borrower or such Restricted Subsidiary (each referred to for the purposes of this definition as a “disposition”), in each case by the Borrower or any of its Restricted
Subsidiaries, including any disposition by means of a merger, consolidation or similar transaction. 
 Notwithstanding the preceding, the
following items shall not be deemed to be Asset Sales: 
 (1) any disposition of obsolete or worn out equipment in the
ordinary course of business or any disposition of inventory or goods (or other assets) held for sale or no longer used in the ordinary course of business; 

(2) the disposition of all or substantially all of the assets of the Borrower in a manner permitted pursuant to the provisions
described under Section 9.14 hereof or any disposition that constitutes a Change of Control pursuant to this Agreement; 

(3) the making of any Restricted Payment or Permitted Investment that is permitted to be made, and is made, under
Section 9.5 hereof; 
 (4) any disposition of assets or issuance or sale of Equity Interests of any Restricted
Subsidiary in any transaction or series of transactions with an aggregate Fair Market Value of less than $50.0 million; 

(5) any disposition of property or assets or issuance of securities by a Restricted Subsidiary of the Borrower to the Borrower
or by the Borrower or a Restricted Subsidiary of the Borrower to another Restricted Subsidiary of the Borrower; 
 (6) to the
extent allowable under Section 1031 of the Internal Revenue Code of 1986, or any comparable or successor provision, any exchange of like property (excluding any boot thereon) for use in a Similar Business; 

(7) the lease, assignment, sub-lease, license or sub-license of, or any transfer related to a “reverse build to suit”
or similar transaction in respect of, any real or personal property in the ordinary course of business; 
 (8) any issuance,
sale or pledge of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary; 
 (9)
foreclosures, condemnation or any similar action on assets; 
 (10) sales of accounts receivable, or participations therein,
in connection with any Receivables Facility; 
 (11) any financing transaction with respect to property built or acquired by
the Borrower or any Restricted Subsidiary after February 8, 2012, including Sale and Lease-Back Transactions and asset securitizations permitted by this Agreement; 

(12) any surrender, expiration or waiver of contractual rights, oil and gas leases, or the settlement, release or surrender of
contractual rights or other litigation claims in the ordinary course of business; 

  
 -4- 








 (13) the sale or discount of inventory, accounts receivable or notes receivable
in the ordinary course of business or the conversion of accounts receivable to notes receivable; 
 (14) the licensing or
sub-licensing of intellectual property or other general intangibles in the ordinary course of business, other than the licensing of intellectual property on a long-term basis; 

(15) the unwinding of any Hedging Obligations; 

(16) sales, transfers and other dispositions of Investments in joint ventures 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; 

(17) the lapse or abandonment of intellectual property rights in the ordinary course of business, which in the reasonable good
faith determination of the Borrower are not material to the conduct of the business of the Borrower and its Restricted Subsidiaries taken as a whole; 

(18) the sale or other disposition of cash, Cash Equivalents or Investment Grade Securities; 

(19) the issuance of directors’ qualifying shares and shares issued to foreign nationals as required by applicable law;

 (20) a disposition of Hydrocarbons or mineral products inventory in the ordinary course of business; 

(21) any Production Payments and Reserve Sales; provided that any such Production Payments and Reserve Sales, other than
incentive compensation programs on terms that are reasonably customary in the Oil and Gas Business for geologists, geophysicists and other providers of technical services to the Borrower or a Restricted Subsidiary, shall have been created, incurred,
issued, assumed or Guaranteed in connection with the financing of, and within 60 days after the acquisition of, the property that is subject thereto; 

(22) the abandonment, farm-out pursuant to a Farm-Out Agreement, lease or sublease of developed or underdeveloped Oil and Gas
Properties owned or held by the Borrower or any Restricted Subsidiary in the ordinary course of business or which are usual and customary in the Oil and Gas Business generally or in the geographic region in which such activities occur; and 

(23) a disposition (whether or not in the ordinary course of business) of any Oil and Gas Property or interest therein to which
no proved reserves are attributable at the time of such disposition. 
 For the avoidance of doubt, in the event that a transaction (or any portion thereof)
meets the criteria of a permitted Asset Sale and would also be a permitted Restricted Payment or Permitted Investment, the Borrower, in its sole discretion, will be entitled to divide and classify such transaction (or any portion thereof) as an
Asset Sale and/or one or more of the types of permitted Restricted Payments or Permitted Investments. 
 “Asset Sale Offer”
shall have the meaning provided in Section 9.8(c) hereof. 

  
 -5- 








 “Assignment and Acceptance” shall mean an assignment and acceptance
substantially in the form of Exhibit H hereto, or such other form as may be approved by the Administrative Agent, acting reasonably. 

“Auction Agent” means (a) the Administrative Agent or (b) any other financial institution or advisor employed by
Borrower (whether or not an Affiliate of the Administrative Agent) to act as an arranger in connection with any Discounted Loan Prepayment pursuant to Section 5.1(b)(ii); provided that the Borrower shall not designate the
Administrative Agent as the Auction Agent without the written consent of the Administrative Agent (it being understood that the Administrative Agent shall be under no obligation to agree to act as the Auction 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 Loan Party and such Authorized Officer shall be conclusively presumed to have acted on behalf of such Person. 

“Bankruptcy Code” shall mean Title 11 of the United States Code, as amended. 

“Bankruptcy Law” shall mean the Bankruptcy Code and any similar federal, state or foreign law for the relief of debtors. 

“BBA LIBOR” shall have the meaning provided in the definition of “LIBOR Rate”. 

“benefited Lender” shall have the meaning provided in Section 13.8(a) hereof. 

“Board” shall mean the Board of Governors of the Federal Reserve System of the United States (or any successor). 

“board of directors” means, for any Person, the board of directors or other governing body of such Person or, if such Person
does not have such a board of directors or other governing body and is owned or managed by a single entity, the board of directors or other governing body of such entity, or, in either case, any committee thereof duly authorized to act on behalf of
such board of directors or other governing body. Unless otherwise provided, “board of directors” means the board of directors of the Borrower. 

“Board Resolution” shall mean with respect to the Borrower, a duly adopted resolution of the board of directors of the
Borrower or any committee thereof. 
 “Borrower” shall have the meaning provided in the preamble to this Agreement. 

“Borrower Offer of Specified Discount Prepayment” means the offer by Borrower to make a voluntary prepayment of Loans at a
specified discount to par pursuant to Section 5.1(b)(ii). 
 “Borrowing” shall mean and include (a) the
incurrence of one Class and Type of Initial Term Loan on the Closing Date (or resulting from conversions on a given date after the Closing 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) or (b) the 

  
 -6- 








 
incurrence of one Class and Type of Incremental Term Loan on an Incremental Facility Closing Date (or resulting from conversions on a given date after the applicable Incremental Facility Closing
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 date an amount equal to the amount of (a) 65% of the net present value discounted at
9% of proved developed producing (PDP) reserves, plus (b) 35% of the net present value discounted at 9% of proved developed non-producing (PDNP) reserves, plus (c) 25% of the net present value discounted at 9% of proven undeveloped (PUD)
reserves, plus or minus (d) 65% of the net present value discounted at 9% of the future receipts expected to be paid to or by the Borrower and its Restricted Subsidiaries under commodity Hedging Agreements (other than basis differential
commodity Hedging Agreements), netted against the price described below, plus or minus (e) 65% of the net present value discounted at 9% of the future receipts expected to be paid to or by the Borrower and its Restricted Subsidiaries under
basis differential commodity Hedging Agreements, in each case for the Borrower and its Restricted Subsidiaries, and (i) for purposes of clauses (a) through (d) above, as estimated by the Borrower in a reserve report prepared by the
Borrower’s petroleum engineers applying the relevant NYMEX published forward prices adjusted for relevant basis differentials (before any state or federal or other income tax) and (ii) for purposes of clauses (d) and (e) above,
as estimated by the Borrower applying, if available, the relevant NYMEX published forward basis differential or, if such NYMEX forward basis differential is unavailable, in good faith based on historical basis differential (before any state or
federal or other income tax). For any months beyond the term included in published NYMEX forward pricing, the price used will be equal to the last published contract escalated at 1.5% per annum. 

“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 any interest rate settings as to a LIBOR Loan, any fundings, disbursements, settlements and payments in respect of any such LIBOR Loan, or
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 Stock” shall mean: 

(1) in the case of a corporation, corporate stock; 

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other
equivalents (however designated) of corporate stock; 
 (3) in the case of a partnership or limited liability company,
partnership or membership interests (whether general or limited); and 
 (4) any other interest or participation that confers
on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person. 

“Capitalized Lease Obligations” shall mean, at the time any determination thereof is to be made, the amount of the liability
in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP; provided that any obligations of the Borrower or
its Restricted Subsidiaries, or of a special purpose or other entity not consolidated with the Borrower and its Restricted Subsidiaries, either existing on February 8, 2012 or created prior to any recharacterization described below (or any
refinancings 

  
 -7- 








 
thereof) (i) that were not included on the consolidated balance sheet of the Borrower as capital lease obligations and (ii) that are subsequently recharacterized as capital lease
obligations or, in the case of such a special purpose or other entity becoming consolidated with the Borrower and its Restricted Subsidiaries, due to a change in accounting treatment or otherwise, shall for all purposes not be treated as Capital
Lease Obligations or Indebtedness. 
 “Cash Equivalents” shall mean: 

(1) United States dollars, 

(2) Canadian dollars, 

(3) (a) euros, pounds sterling or any national currency of any participating member state in the European Union or, 

(b) local currencies held from time to time in the ordinary course of business, 

(4) securities issued or directly and fully and unconditionally guaranteed or insured by the U.S. government or any agency or
instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of the U.S. government with maturities of 24 months or less from the date of acquisition, 

(5) certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of
acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and surplus of not less than $250.0 million in the case of U.S. banks and $100.0 million
(or the U.S. dollar equivalent as of the date of determination) in the case of foreign banks, 
 (6) repurchase obligations
for underlying securities of the types described in clauses (4) and (5) above entered into with any financial institution meeting the qualifications specified in clause (5) above, 

(7) commercial paper rated at least P-1 by Moody’s or at least A-1 by S&P and in each case maturing within 24 months
after the date of creation thereof, 
 (8) marketable short-term money market and similar securities having a rating of at
least P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency) and in each case maturing within 24 months
after the date of creation thereof, 
 (9) investment funds investing 95% of their assets in securities of the types
described in clauses (1) through (8) above and (10) and (11) below, 
 (10)
readily marketable direct obligations issued by any state, commonwealth or territory of the United States of America or any political subdivision or taxing authority thereof having one of the two highest rating categories obtainable from either
Moody’s or S&P with maturities of 24 months or less from the date of acquisition, and 

  
 -8- 








 (11) Indebtedness or Preferred Stock issued by Persons with a rating of
“A” or higher from S&P or “A2” or higher from Moody’s with maturities of 24 months or less from the date of acquisition. 

Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses
(1) through (3) above; provided that such amounts are converted into any currency listed in clauses (1) through (3) as promptly as practicable and in any event within ten Business Days following
the receipt of such amounts. 
 “Cash Management Services” shall mean any of the following to the extent not constituting a
line of credit (other than an overnight overdraft facility that is not in default): ACH transactions, treasury and/or cash management services, including, without limitation, controlled disbursement services, overdraft facilities, foreign exchange
facilities, deposit and other accounts and merchant services. 
 “Certificate of Designations” shall mean the certificate
of designations of Holdings establishing the voting powers, designations, preferences, limitations, restrictions and relative rights of the Cumulative Preferred Stock dated as of December 20, 2011 as in effect on February 8, 2012. 

“Change in Law” shall mean (a) the adoption of any law, treaty, order, policy, rule or regulation after the date of this
Agreement, (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 date of this Agreement or (c) compliance by any Lender with any
guideline, request, directive or order issued or made after the date hereof 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 comparable
syndicated credit facilities. 
 “Change of Control” shall mean the occurrence of any of the following after the Closing
Date: 
 (1) the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the
assets of the Borrower and its Subsidiaries, taken as a whole, to any Person other than a Permitted Holder in connection with which any Person other than one or more Permitted Holders, is or becomes the beneficial owner (within the meaning of Rule
13d-3 under the Exchange Act, or any successor provision), directly or indirectly, of more than 50% of the total voting power of the Voting Stock of the transferee Person in such sale or transfer of assets, as the case may be, provided that
(x) so long as such transferee Person is a Subsidiary of a parent company, no Person shall be deemed to be or become a beneficial owner of more than 50% of the total voting power of the Voting Stock of such transferee Person unless such Person
shall be or become a beneficial owner of more than 50% of the total voting power of the Voting Stock of such parent company and (y) any Voting Stock of which any Permitted Holder is the beneficial owner shall not in any case be included in the
calculation of any Voting Stock of which any such Person is the beneficial owner; or 

  
 -9- 








 (2) at any time, the Borrower becomes aware of (by way of a report or any other
filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor
provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act, or any successor provision), other than the Permitted Holders, in a single
transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of 50% or
more of the total voting power of the Voting Stock of the Borrower or any direct or indirect parent company of the Borrower. 

“Class,” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such
Borrowing, are Initial Term Loans, Incremental Term Loans (of a Class) or Extended Term Loans (of the same Extension Series), and, when used in reference to any Commitment, refers to whether such Commitment is an Initial Term Loan Commitment or an
Incremental Term Loan Commitment (of a Class), and when used in reference to any Lender, refers to whether such Lender has a Loan or Commitment of such Class. 

“Closing Date” shall mean the date of the initial Borrowings hereunder. 

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

“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 Bank of America, N.A., as Collateral Agent under the Security Documents, or any successor
Collateral Agent appointed in accordance with the provisions of Section 12.9. 
 “Commitments” shall mean, with
respect to each Lender (to the extent applicable), such Lender’s Initial Term Loan Commitment or Incremental Term Loan Commitment or any combination thereof (as the context requires). 

“Communications” shall have the meaning provided in Section 13.18(a). 

“Confidential Information” shall have the meaning provided in Section 13.16 hereof. 

“Consolidated Depreciation, Depletion and Amortization Expense” shall mean with respect to any Person for any period, the
total amount of depreciation, depletion and amortization expense, including the amortization of deferred financing fees or costs, debt issuance costs, commissions, fees and expenses, capitalized expenditures, customer acquisition costs and incentive
payments, conversion costs and contract acquisition costs of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP. 

“Consolidated Interest Expense” shall mean, with respect to any Person for any period, the sum, without duplication, of: 

(1) consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense
was deducted (and not added back) in computing Consolidated Net Income (including (a) amortization of original issue discount or premium 

  
 -10- 








 
resulting from the issuance of Indebtedness at less than or greater than par, as applicable, other than with respect to Indebtedness issued in connection with the Transactions, (b) all
commissions, discounts and other fees and charges owed with respect to letters of credit or bankers acceptances, (c) non-cash interest payments (but excluding any non-cash interest expense attributable to the movement in the mark to market
valuation of Hedging Obligations or other derivative instruments pursuant to GAAP), (d) the interest component of Capitalized Lease Obligations and (e) net payments, if any, pursuant to interest rate Hedging Obligations with respect to
Indebtedness, and excluding (r) non-cash interest expense attributable to movement in mark to market valuation of Hedging Obligations or other derivatives (in each case permitted hereunder) under GAAP, (s) any interest attributable to
Dollar-Denominated Production Payments, (t) accretion or accrual of discounted liabilities not constituting Indebtedness, (u) interest expense attributable to a parent entity resulting from push-down accounting, (v) any expense
resulting from the discounting of Indebtedness in connection with the application of recapitalization or purchase accounting, (w) “additional interest” with respect to the Registration Rights Agreement and any comparable
“additional interest” with respect to other securities, (x) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses, and original issue discount with respect to Indebtedness issued in connection
with the Transactions or any intercompany Indebtedness, (y) any expensing of bridge, commitment and other financing fees and (z) commissions, discounts, yield and other fees and charges (including any interest expense) related to any
Receivables Facility); plus  
 (2) consolidated capitalized interest of such Person and its Restricted Subsidiaries
for such period, whether paid or accrued; less  
 (3) interest income for such period. 

For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably
determined by such Person to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. 

“Consolidated Net Income” shall mean, with respect to any Person for any period, the aggregate of the Net Income, of such
Person and its Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided that, without duplication, 

(1) any after-tax effect of extraordinary, non-recurring or unusual gains or losses (less all fees and expenses relating
thereto) or expenses (including relating to the Transactions), severance, relocation costs, curtailments or modifications to pension and post-retirement employee benefits plans, start-up, transition or integration and other restructuring and
business optimization costs, charges, reserves or expenses (including (x) related to acquisitions after the Closing Date and to the start-up, closure and/or consolidation of facilities and (y) consolidation initiatives, severance costs and
other costs relating to initiatives aimed at profitability improvement) and one-time compensation charges, shall be excluded, 

(2) the Net Income for such period shall not include the cumulative effect of a change in accounting principles during such
period, 
 (3) any net after-tax gains or losses on disposal of disposed, abandoned, transferred, closed or discontinued
operations or fixed assets, shall be excluded, 

  
 -11- 








 (4) any after-tax effect of gains or losses (less all fees and expenses relating
thereto) attributable to asset dispositions other than in the ordinary course of business, as determined in good faith by the board of directors of the Borrower, shall be excluded, 

(5) the Net Income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is
accounted for by the equity method of accounting, shall be excluded; provided that Consolidated Net Income of the Borrower shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to
the extent converted into cash or Cash Equivalents) to the referent Person or a Restricted Subsidiary thereof in respect of such period, 

(6) solely for the purpose of determining the amount available for Restricted Payments under clause (3)(a) of
Section 9.5(a) hereof, the Net Income for such period of any Restricted Subsidiary (other than any Guarantor) shall be excluded to the extent the declaration or payment of dividends or similar distributions by that Restricted Subsidiary
of its Net Income is not at the date of determination permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment,
decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived; provided
that Consolidated Net Income of the Borrower will be increased by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash) or Cash Equivalents to the Borrower or a Restricted
Subsidiary in respect of such period, to the extent not already included therein, 
 (7) effects of adjustments (including
the effects of such adjustments pushed down to the Borrower and its Restricted Subsidiaries) in any line item in such Person’s consolidated financial statements required or permitted by ASC 805 and ASC 350 (formerly Financial Accounting
Standards Board Statement Nos. 141 and 142, respectively) resulting from the application of purchase accounting in relation to the Transactions and any acquisition that is consummated after the Closing Date or the amortization or write-off of any
amounts thereof, net of taxes, shall be excluded, 
 (8) (i) any after-tax effect of income (loss) from the early
extinguishment of Indebtedness or Hedging Obligations or other derivative instruments (including deferred financing costs written off and premiums paid), (ii) any non-cash income (or loss) related to currency gains or losses related to
Indebtedness, intercompany balances and other balance sheet items and to Hedging Obligations pursuant to Financial Accounting Standards Codification No. 815—Derivatives and Hedging (formerly SFAS 133) (or such successor provision) and
(iii) any non-cash expense, income or loss attributable to the movement in mark to market valuation of Indebtedness or derivative instruments pursuant to GAAP, shall be excluded, 

(9) any impairment charge, asset write-off or write-down, including ceiling test write-downs, (i) pursuant to ASC 350 and
ASC 360 (formerly Financial Accounting Standards Board Statement Nos. 142 and 144, respectively) and the amortization of intangibles arising pursuant to ASC 805 (formerly Financial Accounting Standards Board Statement No. 141) or (ii) on
Oil and Gas Properties under GAAP or SEC guidelines, shall be excluded, 
 (10) (i) any non-cash compensation expense
recorded from grants of stock appreciation or similar rights, phantom equity, stock options, restricted stock or other rights to officers, directors, managers or employees and (ii) non-cash income (loss) attributable to deferred compensation
plans or trusts, shall be excluded, 

  
 -12- 








 (11) any fees and expenses incurred during such period, or any amortization
thereof for such period, in connection with any acquisition, Investment, recapitalization, Asset Sale, issuance or repayment of Indebtedness, issuance of Equity Interests, refinancing transaction or amendment or 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 merger costs incurred during such period as a result of any such transaction,
shall be excluded, 
 (12) accruals and reserves that are established or adjusted within 12 months after the Closing Date
that are so required to be established as a result of the Transactions in accordance with GAAP, or changes as a result of adoption or modification of accounting policies, shall be excluded, 

(13) to the extent covered by insurance or indemnification 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 or indemnifying party and only to the extent that such amount is (a) not denied by the applicable carrier or indemnifying party 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 365 days), losses and expenses with respect to liability or
casualty events or business interruption, shall be excluded, and 
 (14) any deferred tax expense associated with tax
deductions or net operating losses arising as a result of the Transactions, or the release of any valuation allowance related to such item, shall be excluded. 

Notwithstanding the foregoing, for the purpose of Section 9.5 hereof only (other than clause (a)(3)(d) thereof), there
shall be excluded from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by the Borrower and the Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments from the
Borrower and the Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted Investments by the Borrower or any Restricted Subsidiary, any sale of the stock of an Unrestricted Subsidiary or any distribution or dividend
from an Unrestricted Subsidiary, in each case only to the extent such amounts increase the amount of Restricted Payments permitted under clause (a)(3)(d) of Section 9.5 hereof. 

“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. 

“Contingent Obligations” shall mean, with respect to any Person, any obligation of such Person guaranteeing any leases,
dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation,
any obligation of such Person, whether or not contingent, 
 (1) to purchase any such primary obligation or any property
constituting direct or indirect security therefor, 
 (2) to advance or supply funds 

  
 -13- 








 (a) for the purchase or payment of any such primary obligation or 

(b) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of
the primary obligor, or 
 (3) to purchase property, securities or services primarily for the purpose of assuring the owner
of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof. 

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

“Corrective Extension Agreement” shall have the meaning provided in Section 2.15(e). 

“Credit Facilities” shall mean, with respect to the Borrower or any Restricted Subsidiary, one or more debt facilities,
including the RBL Credit Agreement, or other financing arrangements (including, without limitation, commercial paper facilities with banks or other institutional lenders or investors or indentures) providing for revolving credit loans, term loans,
letters of credit or other long-term indebtedness, including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals,
restatements or refundings thereof and any indentures or credit facilities or commercial paper facilities with banks or other institutional lenders or investors that replace, refund or refinance any part of the loans, notes or other securities,
other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount permitted to be borrowed thereunder or alters the maturity thereof (provided that such
increase in borrowings is permitted under Section 9.7 hereof) or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, lender or group of lenders. 

“Cumulative Preferred Stock” means the 180,000 shares of $1,000 liquidation preference cumulative redeemable preferred stock,
par value $0.10 per share, of Holdings, authorized by the Certificate of Designations. 
 “Customary Intercreditor
Agreement” shall mean (a) to the extent executed in connection with the incurrence of secured Indebtedness the Liens securing which are intended to rank equal in priority to the Liens on Collateral securing the Obligations hereunder
(but without regard to the control of remedies), at the option of the Borrower and the Administrative Agent acting together in good faith, either (i) any intercreditor agreement substantially in the form of the Equal Priority Lien Intercreditor
Agreement or (ii) a customary intercreditor agreement in form and substance reasonably acceptable to the Administrative Agent and the Borrower, which agreement shall provide that the Liens securing such Indebtedness shall rank equal in priority
to the Liens securing the Obligations (but without regard to the control of remedies), (b) to the extent executed in connection with the incurrence of secured Indebtedness the Liens securing which are intended to rank senior to the Liens
securing the Obligations, at the option of the Borrower and the Administrative Agent acting together in good faith, either (i) an intercreditor agreement substantially in the form of the First Lien/Second Lien Intercreditor Agreement or
(ii) a customary intercreditor agreement in form and substance reasonably acceptable to the Administrative Agent and the Borrower, which agreement shall provide that the Liens securing such Indebtedness shall rank senior to the Lien securing
the Obligations and (c) to the extent executed in connection with the incurrence, issuance or other obtaining of secured Indebtedness the Liens on the Collateral securing which Indebtedness are intended to rank junior to the Liens on the
Collateral securing the Obligations hereunder, at the option of the Borrower and the Administrative Agent acting together in good faith, either (i) an intercreditor agreement substantially in the form of the First Lien/Second Lien


  
 -14- 








 
Intercreditor Agreement (modified to reflect the senior rank of the Administrative Agent and the Obligations hereunder relative to such junior Liens) or (ii) a customary intercreditor
agreement in form and substance reasonably acceptable to the Administrative Agent and the Borrower, which agreement shall provide that the Liens on the Collateral securing such Indebtedness shall rank junior to the Liens on the Collateral securing
the Obligations hereunder. 
 “Debt Incurrence Prepayment Event” shall mean any issuance or incurrence by the Borrower or
any of the Restricted Subsidiaries of any Indebtedness, but excluding any Indebtedness permitted to be issued or incurred under Section 9.7 (other than Incremental Term Loans incurred in reliance on clause (i) of the proviso to
Section 2.14(b)). 
 “Default” shall mean any event that is, or with the passage of time or the giving of notice or
both would be, an Event of Default. 
 “Default Rate” shall have the meaning provided in Section 2.8(c). 

“Defaulting Lender” shall mean any Lender with respect to which a Lender Default is in effect. 

“Designated Non-cash Consideration” shall mean the Fair Market Value of non-cash consideration received by the Borrower or a
Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, executed by a senior vice president and the
principal financial officer of the Borrower, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration. 

“Designated Preferred Stock” shall mean Preferred Stock of the Borrower or any direct or indirect parent company of the
Borrower (in each case other than Disqualified Stock) that is issued for cash (other than to a Restricted Subsidiary or an employee stock ownership plan or trust established by the Borrower or any of its Subsidiaries) and is so designated as
Designated Preferred Stock, pursuant to an Officer’s Certificate executed by the principal financial officer of the Borrower or the applicable parent company thereof, as the case may be, on the issuance date thereof, the cash proceeds of which
are excluded from the calculation set forth in clause (3) of Section 9.5(a) hereof. 
 “Discount Prepayment
Accepting Lender” shall have the meaning provided in Section 5.1(b)(iii) hereof. 
 “Discounted Loan
Prepayment” shall have the meaning provided in Section 5.1(b)(i) hereof. 
 “Discounted Prepayment Effective
Date” means, in the case of a Borrower Offer of Specified Discount Prepayment, five (5) Business Days following the receipt by each relevant Lender of notice from the Auction Agent in accordance with Section 5.1(b)(ii),
unless a shorter period is agreed to between Borrower and the Auction Agent. 
 “Disqualified Stock” shall mean, with
respect to any Person, any Capital Stock 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 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, in whole
or in part, in each case prior to the date 91 days after the earlier of the Term Loan Maturity Date 

  
 -15- 








 
or the date the Loans are no longer outstanding; provided that if such Capital Stock is issued to any plan for the benefit of employees of the Borrower or its Subsidiaries or by any such
plan to such employees, such Capital Stock 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. 

“Disregarded Entity” shall mean any Domestic Subsidiary that is disregarded for U.S. federal income tax purposes. 

“Dollar-Denominated Production Payments” shall mean production payment obligations recorded as liabilities in accordance with
GAAP, together with all undertakings and obligations in connection therewith. 
 “Dollars” and “$” shall
mean dollars in lawful currency of the United States of America. 
 “Domestic Subsidiary” shall mean with respect to any
Person, any Restricted Subsidiary of such Person other than a Foreign Subsidiary. 
 “EBITDA” shall mean, with respect to
any Person for any period, the Consolidated Net Income of such Person for such period 
 (1) increased (without duplication)
by: 
 (a) provision for taxes based on income or profits or capital, including, without limitation, U.S. federal, state,
non-U.S., franchise, excise and similar taxes and foreign withholding taxes of such Person paid or accrued during such period deducted, including any penalties and interest relating to any tax examinations (and not added back) in computing
Consolidated Net Income and any payments to any direct or indirect parent in respect of such taxes, plus  
 (b) Fixed
Charges of such Person for such period (including net losses on Hedging Obligations or other derivative instruments entered into for the purpose of hedging interest rate risk, to the extent included in Fixed Charges), together with items excluded
from the definition of “Consolidated Interest Expense” pursuant to clauses 1(t) through 1(z) thereof, to the extent the same were deducted (and not added back) in calculating such Consolidated Net Income, plus  

(c) Consolidated Depreciation, Depletion and Amortization Expense of such Person for such period to the extent the same were
deducted in computing Consolidated Net Income, plus  
 (d) any expenses or charges (other than depreciation,
depletion or amortization expense) related to any Equity Offering, Permitted Investment, acquisition, disposition, recapitalization or the incurrence of Indebtedness permitted to be incurred by this Agreement (including a refinancing thereof)
(whether or not successful), including (i) such fees, expenses or charges related to this Agreement, the RBL Credit Agreement, the offering of the Senior Notes and any other refinancings of the Loans, the Senior Notes or the RBL Credit
Agreement and (ii) any amendment or other modification of the Senior Notes, the Term Loans, the RBL Credit Agreement or other Indebtedness and, in each case, deducted (and not added back) in computing Consolidated Net Income, plus  

  
 -16- 








 (e) any other non-cash charges, including ceiling test write-downs and any other
write-offs or write-downs, reducing Consolidated Net Income, excluding any such charge that represents an accrual or reserve for a cash expenditure for a future period, plus  

(f) the amount of management, monitoring, consulting and advisory fees (including termination fees) and related indemnities and
expenses paid or accrued in such period to the Investors or any of their respective Affiliates, plus  
 (g) costs of
surety bonds incurred in such period in connection with financing activities, plus  
 (h) the amount of “run
rate” net cost savings and synergies projected by the Borrower in good faith to be realized as a result of specified actions taken or to be taken (which cost savings or synergies shall be calculated on a pro forma basis as though such cost
savings 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 or synergies are reasonably identifiable and
factually supportable and (B) such actions have been taken or are to be taken within 18 months after the date of determination to take such action (provided that such period shall be 36 months until the first anniversary of the Closing Date)
(it is understood and agreed that “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), plus  
 (i) the amount of loss or discount on sale of receivables and related assets to
the Receivables Subsidiary in connection with a Receivables Facility, plus  
 (j) any costs or expense incurred by
the Borrower or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or
expenses are funded with cash proceeds contributed to the capital of the Borrower or net cash proceeds of an issuance of Equity Interests of the Borrower (other than Disqualified Stock) solely to the extent that such net cash proceeds are excluded
from the calculation set forth in clause (a)(3)(a) of Section 9.5 hereof; and have not been relied on for purposes of any incurrence of Indebtedness pursuant to clause (b)(12)(b) of Section 9.7 hereof, plus
 
 (k) the amount of expenses relating to payments made to option holders of any direct or indirect parent company of
the Borrower or any of its direct or indirect parent companies in connection with, or as a result of, any distribution being made to shareholders of such Person or its direct or indirect parent companies, which payments are being made to compensate
such option holders as though they were shareholders at the time of, and entitled to share in, such distribution, in each case to the extent permitted under this Agreement, plus  

(l) with respect to any joint venture that is not a Restricted Subsidiary, an amount equal to the proportion of those items
described in clauses (a) and (c) 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), plus  

  
 -17- 








 (m) costs associated with preparations for and implementation of compliance with
the requirements of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith and Public Company Costs, plus  

(n) the amount of any loss attributable to a new plant or facility until the date that is 12 months after 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 commencement of construction or acquisition of such plant or facility, as the case may be, shall not be included in this clause (n), plus 

(o) exploration expenses or costs (to the extent the Borrower adopts the “successful efforts” method), and 

(2) decreased by (without duplication) the sum of (x) the amount of deferred revenues that are amortized during such
period and are attributable to reserves that are subject to Volumetric Production Payments, (y) amounts recorded in accordance with GAAP as repayments of principal and interest pursuant to Dollar-Denominated Production Payments and
(z) other non-cash gains increasing Consolidated Net Income of such Person for such period, excluding any non-cash gains which represent the reversal of any accrual of, or cash reserve for, anticipated cash charges that reduced EBITDA in any
prior period; and 
 (3) increased or decreased by (without duplication): 

(a) any net gain or loss resulting in such period from currency gains or losses related to Indebtedness, intercompany balances
and other balance sheet items, plus or minus, as the case may be 
 (b) any net gain or loss resulting in such
period from Hedging Obligations, and the application of Financial Accounting Standards Codification No. 815—Derivatives and Hedging. 

“Effective Yield” shall mean, as to any Indebtedness, the effective yield on such Indebtedness as determined by the Borrower
and the Administrative Agent, taking into account the applicable interest rate margins, any interest rate floors (the effect of which floors shall be determined in a manner set forth in the proviso below) or similar devices and all fees, including
upfront or similar fees or original issue discount (amortized over the shorter of (x) the remaining Weighted Average Life to Maturity of such Indebtedness and (y) the four years following the date of incurrence thereof) payable generally
to Lenders or other institutions providing such Indebtedness, but excluding any arrangement, structuring or other similar fees payable in connection therewith that are not generally shared with the relevant Lenders and, if applicable, customary
consent or ticking fees for an amendment paid generally to consenting Lenders; provided that, with respect to any Indebtedness that includes a “LIBOR floor”, (1) to the extent that the Reference Rate on the date that the
Effective Yield is being calculated is less than such floor, the amount of such difference shall be deemed added to the interest rate margin for such Indebtedness for the purpose of calculating the Effective Yield and (2) to the extent that the
Reference Rate on the date that the Effective Yield is being calculated is greater than such floor, then the floor shall be disregarded in calculating the Effective Yield. 

“EMU” shall mean the economic and monetary union as contemplated in the Treaty on European Union. 

  
 -18- 








 “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 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 relating in any way to 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 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. 

“Equal Priority Indebtedness” shall have the meaning provided in Section 9.8(c) hereof. 

“Equal Priority Lien Intercreditor Agreement” means an Equal Priority Lien Intercreditor Agreement substantially in the form
of Exhibit M to this Agreement to be entered into (in the event a Loan Party incurs any Equal Priority Indebtedness) among the Administrative Agent and one or more representatives for holders of such Indebtedness secured by Liens on the
Collateral that rank equal in priority with the Liens on the Collateral securing the Obligations hereunder (but without regard to the control of remedies), with such modifications thereto as the Administrative Agent may reasonably agree. 

“Equal Priority Obligations” shall mean any Obligations in respect of Equal Priority Indebtedness. 

“Equity Interest” shall mean Capital Stock and all warrants, options or other rights to acquire Capital Stock, but excluding
any debt security that is convertible into, or exchangeable for, Capital Stock. 
 “Equity Investments” shall have the
meaning provided in the preamble to this Agreement. 
 “Equity Offering” shall mean any public or private sale of common
stock or Preferred Stock of the Borrower or any direct or indirect parent company of the Borrower (excluding Disqualified Stock), other than: 

(1) public offerings with respect to the Borrower’s or any of its direct or indirect parent company’s common stock
registered on Form S-8; 

  
 -19- 








 (2) issuances to any Subsidiary of the Borrower; and 

(3) any such public or private sale that constitutes an Excluded Contribution. 

“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 at the date of this Agreement 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. 
 “euro” shall mean the single currency of participating member states of the EMU. 

“Event of Default” shall have the meaning provided in Section 11 hereof. 

“Excess Proceeds” shall have the meaning provided in Section 9.8(c) hereof. 

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC
promulgated thereunder. 
 “Excluded Contribution” shall mean net cash proceeds or the Fair Market Value of Qualified
Proceeds received by the Borrower from 
 (1) contributions to its common equity capital, and 

(2) the sale (other than to a Subsidiary of the Borrower or to any management equity plan or stock option plan or any other
management or employee benefit plan or agreement of the Borrower) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of the Borrower, 

in each case designated as Excluded Contributions pursuant to an Officer’s Certificate of the Borrower on the date such capital contributions are made or
the date such Equity Interests are sold, as the case may be, which are excluded from the calculation set forth in clause (3) of Section 9.5(a) hereof. 

“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 (it being understood that so long as any First Lien Obligations are outstanding, the judgment of the First Lien Administrative Agent in respect of the matters
described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters), (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 

  
 -20- 








 
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 hereunder 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 Loan 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 Loan 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(b) 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. 
 “Excluded Subsidiary” shall mean (a) each Domestic Subsidiary listed on Schedule
1.1(c) 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 9.13 (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 an acquisition financed with secured Indebtedness and each Restricted Subsidiary thereof that guarantees such Indebtedness, in each case, to
the extent and so long as the financing documentation relating to such 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 (it being understood that so long as any First Lien Obligations are outstanding, the judgment of the First Lien Administrative Agent in respect of the matters described in
this clause (e) shall be deemed to be the judgment of the Administrative Agent with respect to such matters),or (y) providing such a Guarantee would result in material adverse tax consequences as reasonably determined by the Borrower, and
(h) each Unrestricted Subsidiary. 

  
 -21- 








 “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 Loan Party hereunder or under any other Loan 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 Loan 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 Loan Party hereunder or under any other Loan 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 Loan 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 Term Loan Class” shall have the meaning provided in
Section 2.15(a)(i). 
 “Extended Repayment Date” shall have the meaning provided in Section 2.5(c). 

“Extended Term Loan Facility” shall mean each Class of Extended Term Loans made pursuant to Section 2.15. 

“Extended Term Loan Repayment Amount” shall have the meaning provided in Section 2.5(c). 

“Extended Term Loans” shall have the meaning provided in Section 2.15(a)(i). 

“Extending Lender” shall have the meaning provided in Section 2.15(b). 

“Extension Agreement” shall have the meaning provided in Section 2.15(c). 

“Extension Election” shall have the meaning provided in Section 2.15(b). 

“Extension Request” shall mean Term Loan Extension Requests. 

“Extension Series” shall mean all Extended Term Loans that are established pursuant to the same Extension Agreement (or any
subsequent Extension Agreement to the extent such Extension Agreement expressly provides that the Extended Term Loans 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, if any, and amortization schedule. 

  
 -22- 








 “Fair Market Value” shall mean, with respect to any Investment, asset or
property, the fair market value of such Investment, asset or property, determined in good faith by senior management or the board of directors of the Borrower, whose determination will be conclusive for all purposes under this Agreement. 

“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. 
 “Farm-In Agreement” shall mean an agreement whereby a 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 interests therein or in accordance
with the agreement of the parties) or perform the drilling, completion or other operation on such well as all or a part of the consideration provided in exchange for an ownership interest in an Oil and Gas Property. 

“Farm-Out Agreement” shall mean a Farm-In Agreement, viewed from the standpoint of the party that transfers an ownership
interest to another. 
 “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. 
 “Fees” shall mean all amounts payable
pursuant to, or referred to in, Section 4.1 hereof. 
 “First Lien Agent” shall mean the “Senior
Representative” under and as defined in the First Lien/Second Lien Intercreditor Agreement. 
 “First Lien
Obligations” shall mean Obligations in respect of Indebtedness secured by a Lien ranking senior to the Lien securing the Obligations under this Agreement. 

“First Lien/Second Lien Intercreditor Agreement” shall mean the First Lien/Second Lien Intercreditor Agreement in
substantially the form of Exhibit L dated as of the Closing Date, among JPMorgan Chase Bank, N.A., as Senior Representative for the Senior Secured Parties (each as defined therein), Bank of America, N.A., as Second Priority Representative for
the Second Priority Debt Parties (each as defined therein), the Loan Parties, and each additional representative party thereto from time to time. 

“Fixed Charge Coverage Ratio” shall mean, with respect to any Person as of the Applicable Ratio Calculation Date, the ratio
of (1) EBITDA of such Person for the Applicable Ratio Measurement Period to (2) the Fixed Charges of such Person for such Applicable Ratio Measurement 

  
 -23- 








 
Period. In the event that the Borrower or any Restricted Subsidiary incurs, assumes, guarantees, redeems, retires or extinguishes any Indebtedness or issues or redeems Disqualified Stock or
Preferred Stock subsequent to the commencement of the Applicable Ratio Measurement Period but prior to or simultaneously with the Applicable Ratio Calculation Date, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma
effect to such incurrence, assumption, guarantee, redemption, retirement or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock (in each case, including a pro forma application of the
net proceeds therefrom), as if the same had occurred at the beginning of the Applicable Ratio Measurement Period. 
 For purposes of
calculating the Fixed Charge Coverage Ratio, Investments, acquisitions, dispositions, mergers, consolidations and disposed operations (as determined in accordance with GAAP) that have been made by the Borrower or any Restricted Subsidiary during the
Applicable Ratio Measurement Period or subsequent to such Applicable Ratio Measurement Period and on or prior to or simultaneously with the Applicable Ratio Calculation Date shall be calculated on a pro forma basis assuming that all such
Investments, acquisitions, dispositions, mergers, consolidations and disposed operations (and the change in any associated fixed charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the Applicable Ratio
Measurement Period. If since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged with or into the Borrower or any Restricted Subsidiary since the beginning of such period) shall have made any
Investment, acquisition, disposition, merger, consolidation or disposed operation that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for
such Applicable Ratio Measurement Period as if such Investment, acquisition, disposition, merger, consolidation or disposed operation had occurred at the beginning of the Applicable Ratio Measurement Period. 

For purposes of this definition, whenever pro forma effect is to be given to a transaction, the pro forma calculations shall be
made in good faith by a responsible financial or accounting officer of the Borrower (and may include, for the avoidance of doubt and without duplication, cost savings and operating expense reductions resulting from such Investment, acquisition,
merger or consolidation which is being given pro forma effect that have been or are expected to be realized). If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall
be calculated as if the rate in effect on the Applicable Ratio Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness). Interest on a Capitalized Lease
Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Borrower to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For
purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the
applicable period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate
actually chosen, or, if none, then based upon such optional rate chosen as the Borrower may designate. 
 “Fixed Charges”
shall mean, with respect to any Person for any period, the sum of: 
 (1) Consolidated Interest Expense of such Person for
such period; 
 (2) all cash dividend payments or distributions (excluding items eliminated in consolidation) on any series
of Preferred Stock (including any Designated Preferred Stock) of such Person made during such period; and 

  
 -24- 








 (3) all cash dividend payments or distributions (excluding items eliminated in
consolidation) on any series of Disqualified Stock made during such period. 
 “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 with respect to any Person, any Restricted Subsidiary of such Person that is not organized or
existing under the laws of the United States, any state thereof or the District of Columbia and any Restricted Subsidiary of such Foreign Subsidiary. 

“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 which were in effect on February 8,
2012. 
 “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) hereof. 

“Guarantee” shall mean (a) the Guarantee made by each Guarantor in favor of the Administrative Agent for the benefit of
the Secured Parties, substantially in the form of Exhibit A hereto, and (b) any other guarantee of the Obligations made by a Restricted Subsidiary that in form and substance reasonably acceptable to the Administrative Agent. 

“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. 

  
 -25- 








 “Guarantors” shall mean Holdings and each Subsidiary listed on Schedule
1.1(d) and each other Restricted Subsidiary (other than an Excluded Subsidiary) that becomes a party to the Guarantee after the Closing Date pursuant to Section 9.19 or otherwise. 

“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. 

“Hedging Agreements” shall mean, any and all (a) rate swap transactions, currency and interest rate basis swaps,
currency and interest rate credit derivative transactions, forward rate transactions, interest rate options, forward foreign exchange transactions, currency and interest rate cap transactions, currency and interest rate floor transactions, currency
and interest rate collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options and (b) commodity swaps, commodity options, forward commodity contracts, basis differential swaps, spot contracts,
fixed-price physical delivery contracts or other similar agreements or arrangements in respect of Hydrocarbons, in each case 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. Notwithstanding the foregoing, agreements or obligations to physically sell any commodity at any index-based price
shall not be considered Hedging Agreements. 
 For the avoidance of doubt, Hedging Agreements shall not be deemed speculative or entered
into for speculative purposes if: (i) any commodity Hedging Agreement is intended in good faith, 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 Hedging Agreement is intended in good faith, 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 Hedging Agreements such that the combination of such Hedging Agreements is not speculative taken as a whole. 

“Hedging Obligations” shall mean, with respect to any Person, the obligations of such Person under any Hedging Agreements.

 “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 June 30, 2011 and 2012, and the related statements of income and comprehensive income,
statements of changes in shareholders’ equity and statements of cash flows for the six months ended June 30, 2011 and 2012. “Holdings” shall mean Samson Resources Corporation, a Delaware corporation, and its successors.


  
 -26- 








 “Hydrocarbons” shall mean oil, natural gas, casinghead gas, drip gasoline,
natural gasoline, condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons and all constituents, elements or compounds thereof and products refined or processed 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. 

“Incremental Agreement” shall have the meaning provided in Section 2.14(e). 

“Incremental Commitments” shall have the meaning provided in Section 2.14(a). 

“Incremental Facilities” shall have the meaning provided in Section 2.14(a). 

“Incremental Facility Closing Date” shall have the meaning provided in Section 2.14(e). 

“Incremental Limit” shall have the meaning provided in Section 2.14(b). 

“Incremental Term Loan Commitment” shall mean the Commitment of any Lender to make Incremental Term Loans of a particular
Class pursuant to Section 2.14(a). 
 “Incremental Term Loan Facility” shall mean each Class of Incremental Term Loans
made pursuant to Section 2.14. 
 “Incremental Term Loan Maturity Date” shall mean, with respect to any Class of
Incremental Term Loans made pursuant to Section 2.14, the final maturity date thereof. 
 “Incremental Term Loans”
shall have the meaning provided in Section 2.14(a). 
 “Indebtedness” shall mean, with respect to any Person, 

(1) any indebtedness (including principal and premium) of such Person, whether or not contingent 

(a) in respect of borrowed money, 

(b) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without
double counting, reimbursement agreements in respect thereof), 
 (c) representing the balance, deferred and unpaid, of the
purchase price of any property (including Capitalized Lease Obligations), except (i) any such balance that constitutes a trade payable or similar obligation to a trade creditor, in each case accrued


  
 -27- 








 
in the ordinary course of business and (ii) any earn-out obligation until such obligation, within 60 days of becoming due and payable, has not been paid and such obligation is reflected as a
liability on the balance sheet of such Person in accordance with GAAP, or 
 (d) representing any Hedging Obligations, 

if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability
upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP; provided that Indebtedness of any direct or indirect parent company appearing upon the balance sheet of the Borrower solely by reason of
push down accounting under GAAP shall be excluded, 
 (2) to the extent not otherwise included, any obligation by such Person
to be liable for, or to pay, as obligor, guarantor or otherwise, on the obligations of the type referred to in clause (1) above of another Person (whether or not such items would appear upon the balance sheet of such obligor or
guarantor), other than by endorsement of negotiable instruments for collection in the ordinary course of business, 
 (3) to
the extent not otherwise included, the obligations of the type referred to in clause (1) above of another Person secured by a Lien on any asset owned by such Person, whether or not such Indebtedness is assumed by such Person, and 

(4) to the extent not otherwise included, net obligations of such Person under Hedging Agreements (the amount of any such
obligations to be equal at any time to the termination value of such agreement or arrangement giving rise to such obligation that would be payable by such Person at such time). 

Notwithstanding the foregoing, “Indebtedness” shall not include (a) accrued expenses, royalties and trade payables;
(b) Contingent Obligations incurred in the ordinary course of business; (c) asset retirement obligations and obligations in respect of reclamation and workers’ compensation (including pensions and retiree medical care) that are not
overdue by more than 90 days; (d) Production Payments and Reserve Sales; (e) any obligation of a Person 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; (f) any obligations under Hedging Agreements; provided that such agreements
are entered into for bona fide hedging purposes of the Borrower or its Restricted Subsidiaries (as determined in good faith by the board of directors or senior management of the Borrower, whether or not accounted for as a hedge in accordance with
GAAP) and, in the case of any foreign exchange contract, currency swap agreement, futures contract, option contract or other similar agreement, such agreements are related to business transactions of the Borrower or its Restricted Subsidiaries
entered into in the ordinary course of business and, in the case of any interest rate protection agreement, interest rate future agreement, interest rate option agreement, interest rate swap agreement, interest rate cap agreement, interest rate
collar agreement, interest rate hedge agreement or other similar agreement or arrangement, such agreements substantially correspond in terms of notional amount, duration and interest rates, as applicable, to Indebtedness of the Borrower or its
Restricted Subsidiaries Incurred without violation of this Agreement; (g) in-kind obligations relating to net oil, natural gas liquids, or natural gas balancing positions arising in the ordinary course of business or (h) obligations under
or in respect of Receivables Facilities. 

  
 -28- 








 “Indemnified Liabilities” shall have the meaning provided in
Section 13.5 hereof. 
 “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 Loan Party hereunder or under any other Loan 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. 
 “Independent Financial Advisor” shall mean an accounting,
appraisal, investment banking firm or consultant to Persons engaged in Similar Businesses of nationally recognized standing that is, in the good faith judgment of the Borrower, qualified to perform the task for which it has been engaged. 

“Initial Term Loan” shall have the meaning provided in Section 2.1(a). 

“Initial Term Loan Commitment” shall mean (a) in the case of each Lender that is a Lender on the date hereof, the amount
set forth opposite such Lender’s name on Schedule 1.1(a) hereto as such Lender’s “Initial Term Loan Commitment” and (b) in the case of any Lender that becomes a Lender after the date hereof, the amount specified as
such Lender’s “Initial Term Loan Commitment” in the Assignment and Acceptance pursuant to which such Lender assumed a portion of the total Initial Term Loan Commitment, in each case as the same may be changed from time to time
pursuant to the terms hereof. The aggregate amount of the Initial Term Loan Commitments as of the Closing Date is $1,000,000,000. 

“Initial Term Loan Facility” shall have the meaning provided in the recitals to this Agreement. 

“Initial Term Loan Lender” shall mean a Lender with an Initial Term Loan Commitment or an outstanding Initial Term Loan. 

“Initial Term Loan Maturity Date” shall mean the sixth anniversary of the Closing Date, or if such anniversary of the Closing
Date is not a Business Day, the Business Day immediately following such anniversary. 
 “Insolvency or Liquidation
Proceeding” shall mean: 
 (a) any voluntary or involuntary case or proceeding under the Bankruptcy Code with
respect to any Loan Party; 
 (b) any other voluntary insolvency, reorganization or bankruptcy case or proceeding, or any
receivership, liquidation, reorganization or other similar case or proceeding with respect to any Loan Party or with respect to a material portion of their respective assets; 

(c) any liquidation, dissolution, reorganization or winding-up of any Loan Party whether voluntary or involuntary and whether
or not involving insolvency or bankruptcy; or 
 (d) any assignment for the benefit of creditors or any other marshalling of
assets and liabilities of any Loan Party. 
 “Intercompany Note” shall mean the Intercompany Subordinated Note delivered in
connection with the RBL Credit Agreement, or such other global intercompany note in form and substance reasonably acceptable to the Administrative Agent and the Borrower. 

  
 -29- 








 “Interest Period” shall mean, with respect to any Loan, the interest period
applicable thereto, as determined pursuant to Section 2.9 hereof. 
 “Investment Grade Rating” shall mean a
rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency. 

“Investment Grade Securities” shall mean: 

(1) securities issued or directly and fully guaranteed or insured by the U.S. government or any agency or instrumentality
thereof (other than Cash Equivalents); 
 (2) debt securities or debt instruments with an Investment Grade Rating, but
excluding any debt securities or instruments constituting loans or advances among the Borrower and its Subsidiaries; 
 (3)
investments in any fund that invests exclusively in investments of the type described in clauses (1) and (2) above which fund may also hold immaterial amounts of cash pending investment or distribution; and 

(4) corresponding instruments in countries other than the United States customarily utilized for high quality investments. 

“Investments” shall mean, with respect to any Person, all investments by such Person in other Persons (including Affiliates)
in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit, advances to customers, commissions, travel and similar advances to officers and employees, in each case made in the ordinary
course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet (excluding the
footnotes) of the Borrower in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. For purposes of the definition of “Unrestricted Subsidiary”
and Section 9.5 hereof: 
 (1) “Investments” shall include the portion (proportionate to the
Borrower’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of a Subsidiary of the Borrower at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a
redesignation of such Subsidiary as a Restricted Subsidiary, the Borrower shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to: 

(a) the Borrower’s “Investment” in such Subsidiary at the time of such redesignation; less 

(b) the portion (proportionate to the Borrower’s equity interest in such Subsidiary) of the Fair Market Value of the net
assets of such Subsidiary at the time of such redesignation; and 
 (2) any property transferred to or from an Unrestricted
Subsidiary shall be valued at its Fair Market Value at the time of such transfer. 

  
 -30- 








 The amount of any Investment outstanding at any time shall be the original cost of such
Investment, reduced by any dividend, distribution, interest payment, return of capital, repayment or other amount received in cash by the Borrower or a Restricted Subsidiary in respect of such Investment. 

“Investors” shall mean Kohlberg Kravis Roberts & Co. LP, Crestview, L.L.C., ITOCHU Corporation, Natural Gas Partners
and each of their respective Affiliates but not including, however, any operating portfolio companies of any of the foregoing. 

“Joint Bookrunners” shall mean Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA)
LLC, J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, BMO Capital Markets Corp., Barclays Bank PLC, Citigroup Global Markets Inc., RBC Capital Markets and Mizuho Corporate Bank, Ltd. 

“Joint Lead Arrangers” shall mean Merrill Lynch, Pierce, Fenner & Smith Incorporated and Credit Suisse Securities
(USA) LLC. 
 “Junior Lien Obligations” shall mean any Obligations in respect of Junior Priority Indebtedness. 

“Junior Priority Indebtedness” shall mean any Indebtedness the Liens securing which rank junior to the Liens securing Second
Lien Obligations. 
 “Latest Maturity Date” shall mean, with respect to the issuance or incurrence of any Indebtedness or
Capital Stock, the latest Maturity Date applicable to any Credit Facility that is outstanding hereunder as determined on the date such Indebtedness is issued or incurred or such Capital Stock is issued. 

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

“Lender Default” shall mean (a) the failure (which has not been cured) of a Lender to make available its portion of any
Borrowing or (b) a Lender having notified the Administrative Agent and/or the Borrower that it does not intend to comply with the obligations under Section 2.1(a) hereof, or (c) a Lender becoming the subject of a bankruptcy or
insolvency proceeding. 
 “LIBOR Loan” shall mean any Term Loan bearing interest at a rate determined by reference to the
LIBOR Rate. 
 “LIBOR Rate” shall mean, for any Interest Period with respect to a LIBOR Loan in Dollars, the rate per
annum equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Bloomberg (or other commercially available source providing quotations of BBA LIBOR as designated by the Administrative Agent from time to
time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for deposits in Dollars (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period;
provided that, notwithstanding the foregoing, in no event shall the LIBOR Rate at any time be less than 1.25% per annum. If such rate is not available at such time for any reason, then the “LIBOR Rate” for such Interest
Period shall be the rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the LIBOR Loan being made,
continued or converted by the Administrative Agent and with a term equivalent to such Interest Period would be offered by the Administrative Agent’s London Branch to major banks in the applicable London interbank eurocurrency market at their
request at approximately 11:00 a.m. (London time) two Business Days prior to the commencement of such Interest Period. 

  
 -31- 








 “Lien” shall mean, with respect to any asset, any mortgage, lien, pledge,
hypothecation, charge, security interest, preference, priority or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention
agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any
jurisdiction; provided that in no event shall an operating lease be deemed to constitute a Lien. 
 “Loan” shall
mean any Term Loan made by any Lender hereunder. 
 “Loan Documents” shall mean this Agreement, the Security Documents, the
First Lien/Second Lien Intercreditor Agreement, the Guarantees, any Term Loan Notes issued by the Borrower hereunder and any Customary Intercreditor Agreement entered into after the Closing Date to which the Collateral Agent and/or Administrative
Agent is a party. 
 “Loan Party” shall mean the Borrower, the Guarantors and each other Subsidiary of the Borrower that is
a party to a Loan Document. 
 “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 Loan Parties,
taken as a whole, to perform their payment obligations under this Agreement or any of the other Loan Documents or (b) the rights and remedies of the Administrative Agent and the Lenders under this Agreement or any of the other Loan Documents.

 “Material Subsidiary” shall mean, any Restricted Subsidiary that would be a “significant subsidiary” as
defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date of this Agreement; provided, however, that all references to “ten percent” in such
definition shall be replaced with “five percent.” 
 “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.” 

  
 -32- 








 “Maturity Date” shall mean, as to the applicable Loan or Commitment, the Initial
Term Loan Maturity Date, any Incremental Term Loan Maturity Date, or any maturity date related to any Class of Extended Term Loans, as applicable. 

“Minimum Equity Amount” shall have the meaning provided in the preamble to this Agreement. 

“Minority Interest” means the percentage interest represented by any class of Capital Stock of a Restricted Subsidiary that
is not owned by the Borrower or a Restricted Subsidiary. 
 “Moody’s” shall mean Moody’s Investors Service, Inc.
and any successor to its rating agency 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 mortgages delivered in connection with RBL Credit Agreement or such other form as may be reasonably agreed between the Borrower and the Collateral Agent. 

“Mortgaged Property” shall mean, initially, each parcel of real estate and improvements thereto owned by a Loan Party and
identified on Schedule 1.1(e), and each other parcel of real property and improvements thereto with respect to which a Mortgage is required to be granted pursuant to Section 9.19. 

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

“Net Asset Sale Proceeds” shall mean the aggregate cash proceeds and the Fair Market Value of any Cash Equivalents received
by the Borrower or a Restricted Subsidiary in respect of any Asset Sale, including any cash received upon the sale or other disposition of any Designated Non-cash Consideration received in any Asset Sale, net of the direct costs relating to such
Asset Sale and the sale or disposition of such Designated Non-cash Consideration, including legal, accounting and investment banking fees, and brokerage and sales commissions, any relocation expenses incurred as a result thereof, taxes paid or
payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), amounts paid in connection with the termination of Hedging Agreements related to Indebtedness repaid with Net Asset
Sale Proceeds or hedging oil, natural gas and natural gas liquid production in notional volumes corresponding Oil and Gas Properties subject of such Asset Sale, amounts required to be applied to the repayment of principal, premium, if any, and
interest on Senior Indebtedness or Indebtedness of any Restricted Subsidiary required (other than required by clause (1) of Section 9.8(b) hereof) to be paid as a result of such transaction and any deduction of appropriate
amounts to be provided by the Borrower or any of its Restricted Subsidiaries as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Borrower or any of its Restricted
Subsidiaries after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction.

 “Net Income” shall mean, with respect to any Person, the net income (loss) of such Person, determined in accordance with
GAAP and before any reduction in respect of Preferred Stock dividends. 

  
 -33- 








 “Net Indebtedness to EBITDA Ratio” shall mean, with respect to any Person, the
ratio of: (a) the Indebtedness of the Borrower and its Restricted Subsidiaries for borrowed money, as of the end of the most recently ended fiscal quarter, plus the amount of any Indebtedness for borrowed money incurred subsequent to the
end of such fiscal quarter, less the amount of unrestricted cash and Cash Equivalents that would be stated on the balance sheet of the Borrower and held by the Borrower as of such date of determination, as determined in accordance with GAAP,
to (b) the Borrower’s EBITDA for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall
occur (the “Measurement Period”); provided, however, that: (i) in making such computation, Indebtedness shall include the greater of (x) the average daily balance outstanding under any revolving credit
facility during the most recently ended fiscal quarter and (y) the actual amount of Indebtedness outstanding under any revolving credit facility as of the date for which such calculation is being made; and (ii) if the Borrower or any of
its Restricted Subsidiaries consummates a material acquisition or an Asset Sale or other disposition of assets subsequent to the commencement of the Measurement Period but prior to the event for which the calculation of the Net Indebtedness to
EBITDA Ratio is made, then the Net Indebtedness to EBITDA Ratio shall be calculated giving pro forma effect to such material acquisition or Asset Sale or other disposition of assets as if the same had occurred at the beginning of the
applicable period. Any pro forma calculations necessary pursuant to this “Net Indebtedness to EBITDA Ratio” shall be made in accordance with the provisions set forth in the definition of “Fixed Charge Coverage Ratio.” 

“Non-Consenting Lender” shall have the meaning provided in Section 13.7(b) hereof. 

“Non-Defaulting Lender” shall mean and include each Lender other than a Defaulting Lender. 

“Non-U.S. Lender” shall mean any Lender that is not a “United States person” as defined under
Section 7701(a)(30) of the Code. 
 “Notice of Borrowing” shall have the meaning provided in
Section 2.3(a) hereof. 
 “Notice of Conversion or Continuation” shall have the meaning provided in
Section 2.6(a) hereof. 
 “Obligations” shall mean any principal, interest, penalties, fees, indemnifications,
reimbursements (including reimbursement obligations with respect to letters of credit and bankers’ acceptances), damages and other liabilities, and guarantees of payment of such principal, interest, penalties, fees, indemnifications,
reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness. 
 “Offering
Document” means the offering memorandum dated February 3, 2012, pursuant to which the Borrower’s 9.750% Senior Notes due 2020 were offered to potential purchasers. 

“Officer” shall mean the Chairman of the Board, any Manager or Director, the Chief Executive Officer, the Chief Financial
Officer, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer, the Controller or the Secretary of the Borrower or any other Person, as the case may be. 

“Officer’s Certificate” shall mean a certificate signed by an Officer of the Borrower or any other Person, as the case
may be, who must be a Manager or Director, the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Borrower (or of a Subsidiary of the Borrower acting in such capacity for the
Borrower and its Subsidiaries, as determined by the Borrower) or such other Person, that meets the requirements set forth in this Agreement. 

  
 -34- 








 “Oil and Gas Business” shall mean: 

(1) the business of acquiring, exploring, exploiting, developing, producing, operating and disposing of interests in oil,
natural gas, natural gas liquids, liquefied natural gas and other Hydrocarbons and mineral properties or products produced in association with any of the foregoing; 

(2) the business of gathering, marketing, distributing, treating, processing, storing, refining, selling and transporting of
any production from such interests or properties and products produced in association therewith and the marketing of oil, natural gas, other Hydrocarbons and minerals obtained from unrelated Persons; 

(3) any other related energy business, including power generation and electrical transmission business, directly or indirectly,
from oil, natural gas and other Hydrocarbons and minerals produced substantially from properties in which the Borrower or its Restricted Subsidiaries, directly or indirectly, participate; 

(4) any business relating to oil field sales and service; and 

(5) any business or activity relating to, arising from, or necessary, appropriate or incidental to the activities described in
the foregoing clauses (1) through (4) of this definition. 
 “Oil and Gas Properties” means all
properties, including equity or other ownership interests therein, owned by a Person which contain or are believed to contain oil and gas reserves. 

“Opinion of Counsel” shall mean a written opinion reasonably acceptable to the Administrative Agent from legal counsel. The
counsel may be an employee of or counsel to the Borrower. 
 “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 Loan 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 Loan 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 Loan 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 Loan 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
(i) the Federal Funds Effective Rate and (ii) an overnight rate determined by the Administrative Agent, as the case may be, in accordance with banking industry rules on interbank compensation. 

“Participant” shall have the meaning provided in Section 13.6(c) hereof. 

  
 -35- 








 “Patriot Act” shall have the meaning provided in Section 13.19
hereof. 
 “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 Asset Swap” shall mean the concurrent purchase and sale or exchange of
Related Business Assets or a combination of Related Business Assets and cash or Cash Equivalents between the Borrower or a Restricted Subsidiary and another Person; provided that any cash or Cash Equivalents received must be applied in
accordance with Section 9.8 hereof. 
 “Permitted Business Investment” means any Investment and expenditure
made in the ordinary course of business or which are of a nature that is or shall have become customary in the Oil and Gas Business generally or in the geographic region in which such activities occur, including investments or expenditures for
actively exploiting, exploring for, acquiring, developing, producing, processing, gathering, marketing, distributing, storing or transporting oil, natural gas or other Hydrocarbons and minerals (including with respect to plugging and abandonment)
through agreements, transactions, interests or arrangements which permit one to share risks or costs, comply with regulatory requirements regarding local ownership or satisfy other objectives customarily achieved through the conduct of the Oil and
Gas Business jointly with third parties, including: 
 (1) Investments in ownership interests in oil, natural gas, other
Hydrocarbons and minerals properties, liquefied natural gas facilities, processing facilities, gathering systems, pipelines, storage facilities or related systems or ancillary real property interests; 

(2) Investments in the form of or pursuant to operating agreements, working interests, royalty interests, mineral leases,
processing agreements, Farm-In Agreements, Farm-Out Agreements, contracts for the sale, transportation or exchange of oil, natural gas, other Hydrocarbons and minerals, production sharing agreements, participation agreements, development agreements,
area of mutual interest agreements, unitization agreements, pooling agreements, joint bidding agreements, service contracts, joint venture agreements, partnership agreements (whether general or limited), subscription agreements, stock purchase
agreements, stockholder agreements and other similar agreements (including for limited liability companies) with third parties; and 

(3) Investments in direct or indirect ownership interests in drilling rigs and related equipment, including, without
limitation, transportation equipment. 
 “Permitted Holders” shall mean each of (i) the Investors and members of
management of the Borrower (or its direct or indirect parent) who are holders of Equity Interests of the Borrower (or its direct or indirect parent company) on the Closing Date and any group (within the meaning of Section 13(d)(3) or
Section 14(d)(2) of the Exchange Act or any successor provision) of which any of the foregoing are members; provided that, in the case of such group and without giving effect to the existence of such group or any other group, such
Investors and members of management, collectively, have beneficial ownership of more than 50% of the total voting power of the Voting Stock of the Borrower or any direct or indirect parent company of the Borrower and (ii) any Permitted Parent.
Any Person or group whose acquisition of beneficial ownership constitutes a Change of Control in respect of which a Change of Control Offer is made in accordance with the requirements of this Agreement will thereafter, together with its Affiliates,
constitute an additional Permitted Holder. 

  
 -36- 








 “Permitted Investments” shall mean: 

(1) any Investment in the Borrower or any Restricted Subsidiary; 

(2) any Investment in cash, Cash Equivalents or Investment Grade Securities; 

(3) any Investment by the Borrower or any Restricted Subsidiary in a Person that is engaged in a Similar Business if as a
result of such Investment 
 (a) such Person becomes a Restricted Subsidiary or 

(b) such Person, in one transaction or a series of related transactions, is merged, consolidated or amalgamated with or into,
or transfers or conveys substantially all of its assets to, or is liquidated into, the Borrower or a Restricted Subsidiary, and, in each case, any Investment held by such Person; provided that such Investment was not acquired by such Person
in contemplation of such acquisition, merger, consolidation or transfer; 
 (4) any Investment in securities or other assets
not constituting cash or Cash Equivalents and received in connection with an Asset Sale made pursuant to Section 9.8 hereof or any other disposition of assets not constituting an Asset Sale; 

(5) any Investment existing on the Closing Date; 

(6) any Investment acquired by the Borrower or any Restricted Subsidiary 

(a) in exchange for any other Investment or accounts receivable held by the Borrower or any such Restricted Subsidiary in
connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the Borrower of such other Investment or accounts receivable or 

(b) as a result of a foreclosure by the Borrower or any Restricted Subsidiary with respect to any secured Investment or other
transfer of title with respect to any secured Investment in default; 
 (7) Hedging Agreements and related Hedging
Obligations, which transactions or obligations are Incurred in compliance with Section 9.7 hereof; 
 (8) any
Investment in a Similar Business, joint ventures or Unrestricted Subsidiaries having an aggregate Fair Market Value, taken together with all other Investments made pursuant to this clause (8) that are at that time outstanding, not to
exceed $100.0 million at the time of such Investment (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value); provided, however, that if any Investment
pursuant to this clause (8) is made in any Person that is not a Restricted Subsidiary of the Borrower at the date of the making of such Investment and such Person becomes a Restricted Subsidiary after such date, such investment shall
thereafter be deemed to have been made pursuant to clause (1) above and shall cease to have been made pursuant to this clause (8) for so long as such Person continues to be a Restricted Subsidiary; 

(9) Investments the payment for which consists of Equity Interests of the Borrower or any direct or indirect parent company of
the Borrower (exclusive of Disqualified Stock); 

  
 -37- 








 provided that such Equity Interests will not increase the amount available for Restricted
Payments under clause (3) of Section 9.5(a) hereof; 
 (10) (x) guarantees of Indebtedness
permitted under Section 9.7 hereof and (y) guarantees of performance or other obligations (other than Indebtedness) arising in the ordinary course in the Oil and Gas Business, including obligations under Hydrocarbon exploration,
development, joint operating and related agreements and licenses, concessions or operating leases related to the Oil and Gas Business; 

(11) any transaction to the extent it constitutes an Investment that is permitted and made in accordance with the provisions of
Section 9.9(b) hereof (except transactions described in clauses (2), (5) and (9) of such section); 

(12) Investments consisting of purchases and acquisitions of inventory, supplies, material or equipment; 

(13) additional Investments having an aggregate Fair Market Value, taken together with all other Investments made pursuant to
this clause (13) that are at that time outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash), not to exceed the greater of (x) $300.0 million and
(y) 2.75% of Total Assets at the time of such Investment (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value); provided, however, that if any
Investment pursuant to this clause (13) is made in any Person that is not a Restricted Subsidiary of the Borrower at the date of the making of such Investment and such Person becomes a Restricted Subsidiary after such date, such
investment shall thereafter be deemed to have been made pursuant to clause (1) above and shall cease to have been made pursuant to this clause (13) for so long as such Person continues to be a Restricted Subsidiary; 

(14) Investments relating to any Receivables Facility that, in the good faith determination of the board of directors of the
Borrower, are necessary or advisable to effect such Receivables Facility or any repurchases in connection therewith; 
 (15)
advances to, or guarantees of Indebtedness of, employees not in excess of $20.0 million outstanding at any one time, in the aggregate; 

(16) loans and advances to officers, directors, managers and employees for business-related travel expenses, moving expenses
and other similar expenses, in each case incurred in the ordinary course of business or consistent with past practices or to fund such Person’s purchase of Equity Interests of the Borrower or any direct or indirect parent company thereof; and

 (17) Permitted Business Investments. 

“Permitted Liens” shall mean, with respect to any Person: 

(1) pledges or deposits by such Person under workmen’s compensation laws, unemployment insurance laws or similar
legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure plugging and abandonment obligations or public or statutory
obligations of such Person or deposits of cash or U.S. government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case incurred
in the ordinary course of business; 

  
 -38- 








 (2) Liens imposed by law, such as carriers’, warehousemen’s,
materialmens’, repairmens’ and mechanics’ Liens, in each case for sums not yet overdue for a period of more than 30 days or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards
against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP; 

(3) Liens for taxes, assessments or other governmental charges not yet overdue for a period of more than 30 days or which are
being contested in good faith by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP, or for property taxes on property the Borrower or one of its
Subsidiaries has determined to abandon if the sole recourse for such tax, assessment, charge, levy or claim is to such property; 

(4) Liens in favor of issuers of performance, surety, bid, indemnity, warranty, release, appeal or similar bonds or with
respect to regulatory requirements or letters of credit or bankers’ acceptances issued, and completion guarantees provided for, in each case pursuant to the request of and for the account of such Person in the ordinary course of its business;

 (5) minor survey exceptions, minor encumbrances, ground leases, easements or reservations of, or rights of others for,
licenses, rights-of-way, servitudes, sewers, electric lines, drains, telegraph and telephone and cable television lines, gas and oil pipelines and other similar purposes, or zoning, building codes or other restrictions (including, without
limitation, minor defects or irregularities in title and similar encumbrances) as to the use of real properties or Liens incidental, to the conduct of the business of such Person or to the ownership of its properties which were not incurred in
connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person; 

(6) Liens securing Indebtedness of Foreign Subsidiaries and Indebtedness permitted to be incurred pursuant to clause
(4), (12) or (18) of Section 9.7(b) hereof; provided that, (x) in the case of clause (4), such Lien may not extend to any property or equipment (or assets affixed or appurtenant thereto)
other than the property or equipment being financed or refinanced under such clause (4); and (y) in the case of Foreign Subsidiaries and clause (18), such Lien may not extend to any assets other than the assets owned by the
Foreign Subsidiaries or the Restricted Subsidiaries incurring such Indebtedness; provided, further that, (A) in the case of Liens securing such Indebtedness that constitutes Second Lien Obligations (as designated by the Borrower)
(other than the Loans), the secured parties in respect of such Indebtedness (or a representative thereof on behalf of such holders) shall have entered into with the Administrative Agent and/or the Collateral Agent a Customary Intercreditor Agreement
which agreement shall provide that the Liens securing such Second Lien Obligations shall rank equal in priority to the Liens securing the Obligations hereunder (but without regard to control of remedies) and (B) in the case of Liens securing
such Indebtedness that constitutes Junior Lien Obligations (as designated by the Borrower), the secured parties in respect of such Indebtedness (or a representative thereof on behalf of such holders) shall have entered into with the Administrative
Agent and/or the Collateral Agent a Customary Intercreditor Agreement which agreement shall provide that the Liens securing such Junior Lien Obligations shall rank junior to the Liens securing the Obligations (but without regard to control of
remedies). Without any further consent of the 

  
 -39- 








 
Lenders, the Administrative Agent and the Collateral Agent shall be authorized to negotiate, execute and deliver on behalf of the Secured Parties any intercreditor agreement or any amendment (or
amendment and restatement) to the Security Documents or a Customary Intercreditor Agreement to effect the provisions contemplated by this clause (6); 

(7) Liens existing on the Closing Date (other than Liens incurred in connection with the RBL Credit Agreement or this
Agreement); 
 (8) Liens on property or shares of stock of a Person at the time such Person becomes a Subsidiary;
provided such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming a Subsidiary; provided, further, however, that such Liens may not extend to any other property owned
by the Borrower or any other Restricted Subsidiary; 
 (9) Liens on property at the time the Borrower or a Restricted
Subsidiary acquired the property, including any acquisition by means of a merger or consolidation with or into the Borrower or any Restricted Subsidiary; provided that such Liens are not created or incurred in connection with, or in
contemplation of, such acquisition, merger or consolidation; provided further that the Liens may not extend to any other property owned by the Borrower or any Restricted Subsidiary; 

(10) Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Borrower or another Restricted
Subsidiary permitted to be incurred in accordance with Section 9.7 hereof; 
 (11) Liens securing Hedging
Agreements, Hedging Obligations and Cash Management Services; 
 (12) Liens on specific items of inventory or other goods and
proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods; 

(13) leases, subleases, licenses or sublicenses (including intellectual property) granted to others in the ordinary course of
business which do not materially interfere with the ordinary conduct of the business of the Borrower or any Restricted Subsidiary and do not secure any Indebtedness; 

(14) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases or consignments entered
into by the Borrower or any Restricted Subsidiary in the ordinary course of business; 
 (15) Liens in favor of the Borrower
or any Guarantor; 
 (16) Liens on equipment of the Borrower or any Restricted Subsidiary granted in the ordinary course of
business to the Borrower’s or such Restricted Subsidiary’s client at which such equipment is located; 
 (17) Liens
on accounts receivable and related assets incurred in connection with a Receivables Facility; 

  
 -40- 








 (18) Liens to secure any refinancing, refunding, extension, renewal or
replacement (or successive refinancing, refunding, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in clauses (6), (7), (8), (9), (10), (11),
(15), (36), (37), (38) and this clause (18) of the definition of “Permitted Liens”); provided that (x) such new Lien shall be limited to all or part of the same property that secured
the original Lien (and applicable after-acquired property that is affixed or incorporated into the property or class of assets covered by such Lien, the terms of which Indebtedness require or include a pledge of after-acquired property, plus
improvements on such property), and (y) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (A) the outstanding principal amount or, if greater, committed amount of the Indebtedness
described under the foregoing clauses (6), (7), (8), (9), (10), (11), (15), (36), (37), (38) and this clause (18) of the definition of “Permitted Liens”
at the time the original Lien became a Permitted Lien under this Agreement, and (B) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement;
provided, further that to the extent any such Liens were subject to intercreditor arrangements (including a Customary Intercreditor Agreement or otherwise), the Administrative Agent or Collateral Agent shall enter into applicable
amendments to or replacements of such intercreditor arrangements to provide that such Liens shall continue with the same priority as the original Lien; 

(19) deposits made or other security provided to secure liabilities to insurance carriers under insurance or self-insurance
arrangements in the ordinary course of business; 
 (20) (i) Liens securing Indebtedness under Credit Facilities,
including the RBL Credit Agreement and the Loans, permitted to be incurred pursuant to clauses (1) of Section 9.7(b); provided, that, (A) in the case of Liens securing such Indebtedness that constitutes First Lien
Obligations (as designated by the Borrower), the First Lien Agent (or other applicable representative thereof on behalf of the holders of such Indebtedness) shall have entered into with the Administrative Agent and/or the Collateral Agent the First
Lien/Second Lien Intercreditor Agreement; (B) in the case of Liens securing such Indebtedness that constitutes Second Lien Obligations (as designated by the Borrower) (other than the Loans), the secured parties in respect of such Indebtedness
(or a representative thereof on behalf of such holders) shall have entered into with the Administrative Agent and/or the Collateral Agent a Customary Intercreditor Agreement which agreement shall provide that the Liens securing such Second Lien
Obligations shall rank equal in priority to the Liens securing the Obligations hereunder (but without regard to control of remedies) and (C) in the case of Liens securing such Indebtedness that constitutes Junior Lien Obligations (as designated
by the Borrower), the secured parties in respect of such Indebtedness (or a representative thereof on behalf of such holders) shall have entered into with the Administrative Agent and/or the Collateral Agent a Customary Intercreditor Agreement which
agreement shall provide that the Liens securing such Junior Lien Obligations shall rank junior to the Liens securing the Obligations (but without regard to control of remedies). Without any further consent of the Lenders, the Administrative Agent
and the Collateral Agent shall be authorized to negotiate, execute and deliver on behalf of the Secured Parties any intercreditor agreement or any amendment (or amendment and restatement) to the Security Documents or a Customary Intercreditor
Agreement to effect the provisions contemplated by this clause (20); 
 (21) other Liens securing Indebtedness or
other obligations of the Borrower or any Subsidiary of the Borrower in the ordinary course of business with respect to Indebtedness and obligations that do not exceed the greater of (x) $150.0 million and (y) 1.25% of Total Assets at any
one time outstanding; provided, that, in the case of such Liens securing such Indebtedness that constitutes Junior Lien Obligations (as designated by the Borrower), the secured parties in respect of such Indebtedness (or a representative
thereof on behalf of such holders) shall have 

  
 -41- 








 
entered into with the Administrative Agent and/or the Collateral Agent a Customary Intercreditor Agreement which agreement shall provide that the Liens securing such Junior Lien Obligations shall
rank junior to the Liens securing the Obligations (but without regard to control of remedies). Without any further consent of the Lenders, the Administrative Agent and the Collateral Agent shall be authorized to negotiate, execute and deliver on
behalf of the Secured Parties any intercreditor agreement or any amendment (or amendment and restatement) to the Security Documents or a Customary Intercreditor Agreement to effect the provisions contemplated by this clause (21); 

(22) Liens securing judgments for the payment of money not constituting an Event of Default under clause (f) under
Section 11.1 hereof so long as such Liens are adequately bonded and any appropriate legal proceedings that may have been duly initiated for the review of such judgment have not been finally terminated or the period within which such
proceedings may be initiated has not expired; 
 (23) 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 in the ordinary course of business; 

(24) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code or any comparable or
successor provision 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 banking institutions arising as
a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry; 

(25) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 9.7
hereof; provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreements; 

(26) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity
trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; 

(27) 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 of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary
course of business of the Borrower and its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any of its Restricted Subsidiaries in the ordinary course of business;

 (28) Liens solely on any cash earnest money deposits made by the Borrower or any of its Restricted Subsidiaries in
connection with any letter of intent or purchase agreement permitted this Agreement; 
 (29) the rights reserved or vested in
any Person by the terms of any lease, license, franchise, grant or permit held by the Borrower or any of its Restricted Subsidiaries or by a statutory provision, to terminate any such lease, license, franchise, grant or permit, or to require annual
or periodic payments as a condition to the continuance thereof; 

  
 -42- 








 (30) restrictive covenants affecting the use to which real property may be put;
provided that the covenants are complied with; 
 (31) security given to a public utility or any municipality or
governmental authority when required by such utility or authority in connection with the operations of that Person in the ordinary course of business; 

(32) zoning by-laws and other land use restrictions, including, without limitation, site plan agreements, development
agreements and contract zoning agreements; 
 (33) Liens arising out of conditional sale, title retention, consignment or
similar arrangements for sale of goods entered into by the Borrower or any Restricted Subsidiary in the ordinary course of business; 

(34) any Lien granted pursuant to a security agreement between the Borrower or any Restricted Subsidiary and a licensee of
their intellectual property to secure the damages, if any, of such licensee resulting from the rejection by the Borrower or such Restricted Subsidiary of such licensee in a bankruptcy, reorganization or similar proceeding with respect to the
Borrower or such Restricted Subsidiary; provided that such Liens do not cover any assets other than the intellectual property subject to such license; 

(35) Liens in respect of Production Payments and Reserve Sales; 

(36) Liens arising under Farm-Out Agreements, Farm-In Agreements, division orders, contracts for the sale, purchase, exchange,
transportation, gathering or processing of Hydrocarbons, unitizations and pooling designations, declarations, orders and agreements, development agreements, joint venture agreements, partnership agreements, operating agreements, royalties, royalty
trusts, master limited partnerships, working interests, net profits interests, joint interest billing arrangements, participation agreements, production sales contracts, area of mutual interest agreements, gas balancing or deferred production
agreements, injection, repressuring and recycling agreements, salt water or other disposal agreements, seismic or geophysical permits or agreements, and other agreements which are customary in the Oil and Gas Business; provided,
however, in all instances that such Liens are limited to the assets that are the subject of the relevant agreement, program, order, trust, partnership or contract; 

(37) Liens on pipelines or pipeline facilities that arise by operation of law; and 

(38) any (a) interest or title of a lessor or sublessor under any lease, liens reserved in oil, gas or other Hydrocarbons,
minerals, leases for bonus, royalty or rental payments and for compliance with the terms of such leases; (b) restriction or encumbrance that the interest or title of such lessor or sublessor may be subject to (including, without limitation,
ground leases or other prior leases of the demised premises, mortgages, mechanics’ liens, tax liens and easements); or (c) subordination of the interest of the lessee or sublessee under such lease to any restrictions or encumbrance
referred to in the preceding clause (b). 
 For purposes of this definition, the term “Indebtedness” shall be deemed to include
interest on such Indebtedness. 
 “Permitted Parent” shall mean any direct or indirect parent of the Borrower formed not in
connection with, or in contemplation of, a transaction (other than the Transactions) that, assuming such parent was not so formed, after giving effect thereto would constitute a Change of Control and any direct or indirect parent of the Borrower
formed in connection with an underwritten public Equity Offering; provided that no Person or group (other than Permitted Holders) owns more than 50% of the total voting power of the Voting Stock of such direct or indirect parent. 

  
 -43- 








 “Person” shall mean any individual, corporation, limited liability company,
partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity. 

“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. 

“Platform” shall have the meaning provided in Section 13.18(c). 

“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 C. 
 “Preferred
Stock” shall mean any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution or winding up. 

“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. 
 “Previously Absent
Financial Maintenance Covenant” shall mean, at any time (x) any financial maintenance covenant that is not included in this Agreement at such time and (y) any financial maintenance covenant that is included in this Agreement at
such time but with covenant levels in this Agreement that are less restrictive on the Borrower and the Restricted Subsidiaries. 

“prime rate” shall mean the “prime rate” referred to in the definition of “ABR.” 

“Production Payments and Reserve Sales” shall mean the grant or transfer by the Borrower or a Restricted Subsidiary to any
Person of a royalty, overriding royalty, net profits interest, production payment (whether volumetric or dollar-denominated), partnership or other interest in Oil and Gas Properties, reserves or the right to receive all or a portion of the
production or the proceeds from the sale of production attributable to such properties where the holder of such interest has recourse solely to such production or proceeds of production, subject to the obligation of the grantor or transferor to
operate and maintain, or cause the subject interests to be operated and maintained, in a reasonably prudent manner or other customary standard or subject to the obligation of the grantor or transferor to indemnify for environmental, title or other
matters customary in the Oil and Gas Business, including any such grants or transfers pursuant to incentive compensation programs on terms that are reasonably customary in the Oil and Gas Business for geologists, geophysicists or other providers of
technical services to the Borrower or a Restricted Subsidiary. 
 “Public Company Costs” shall mean costs relating to
compliance with the provisions of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, as applicable to companies with equity or debt securities held by the public, the rules of national securities


  
 -44- 








 
exchange companies with listed equity or debt securities, directors’ or managers’ compensation, fees and expense reimbursement, costs relating to investor relations, shareholder
meetings and reports to shareholders or debtholders, directors’ and officers’ insurance and other executive costs, legal and other professional fees, and listing fees. 

“Qualified Proceeds” shall mean assets that are used or useful in, or Capital Stock of any Person engaged in, a Similar
Business. 
 “Rating Agencies” shall mean Moody’s and S&P or if Moody’s or S&P or both shall not make a
rating on the applicable security or other investment publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Borrower which shall be substituted for Moody’s or S&P or both, as
the case may be. 
 “RBL Credit Agreement” shall mean the senior secured revolving credit agreement, dated as of
December 21, 2011, by and among the Borrower, the lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as administrative agent, swingline lender and a letter of credit issuer, and the other letter of credit issuers party
thereto. 
 “Receivables Facility” shall mean any of one or more receivables financing facilities as amended, supplemented,
modified, extended, renewed, restated or refunded from time to time, the Obligations of which are non-recourse (except for customary representations, warranties, covenants and indemnities made in connection with such facilities) to the Borrower and
its Restricted Subsidiaries (other than a Receivables Subsidiary) pursuant to which the Borrower or any Restricted Subsidiary sells its accounts receivable to either (a) a Person that is not a Restricted Subsidiary or (b) a Receivables
Subsidiary that in turn funds such purchase by purporting to sell its accounts receivable to a Person that is not a Restricted Subsidiary or by borrowing from such Person or from another Receivables Subsidiary that in turn funds itself by borrowing
from such Person. 
 “Receivables Fees” shall mean distributions or payments made directly or by means of discounts with
respect to any accounts receivable or participation interest therein issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with any Receivables Facility. 

“Receivables Subsidiary” shall mean any Subsidiary formed for the purpose of facilitating or entering into one or more
Receivables Facilities, and in each case engages only in activities reasonably related or incidental thereto. 
 “Reference
Rate” shall mean the rate per annum equal to the BBA LIBOR Rate, as published by Bloomberg (or other commercially available source providing quotations of BBA LIBOR as designated by the Administrative Agent from time to time) at
approximately 11:00 a.m., London time on such day for deposits in Dollars for a period equal to three months. If such rate is not available at such time for any reason, the Reference Rate shall be determined by the Administrative Agent to be the
average of the rates per annum at which deposits in Dollars are offered for a three month Interest Period to major banks in the London inter-bank market in London, England by the Administrative Agent at approximately 11:00 a.m. (London time) on such
date. 
 “Refinancing Indebtedness” shall have the meaning provided in Section 9.7(b)(13) hereof. 

“Refunding Capital Stock” shall have the meaning provided in Section 9.5(b)(2)(a) hereof. 

  
 -45- 








 “Register” shall have the meaning provided in Section 13.6(b)(iv)
hereof. 
 “Registration Rights Agreement” shall mean any registration rights agreement related to the Senior Notes by and
among the Borrower, the Guarantors and the other entities party thereto and, with respect to any additional notes issued pursuant thereto or to any other indenture, one or more registration rights agreements among the Borrower, the Guarantors and
the other parties thereto, relating to rights given by the Borrower and the Guarantors to the holders of such additional notes to register such additional notes under the Securities Act. 

“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. 

“Related Business Assets” shall mean assets (other than cash or Cash Equivalents) used or useful in a Similar Business;
provided that any assets received by the Borrower or a Restricted Subsidiary in exchange for assets transferred by the Borrower or a Restricted Subsidiary will not be deemed to be Related Business Assets if they consist of securities of a
Person, unless upon receipt of the securities of such Person, either (A) such Person would become a Restricted Subsidiary or (B) the Borrower or a Restricted Subsidiary would otherwise be permitted to make an Investment in such Person in
accordance with Section 9.5 hereof. 
 “Related Parties” shall mean, with respect to any specified Person, such
Person’s Affiliates and the directors, officers, employees, agents, trustees and advisors of such Person 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. 
 “Repayment Amount” shall mean an
Extended Term Loan Repayment Amount with respect to any Extension Series and the amount of any installment of Incremental Term Loans scheduled to be repaid on any date. 

“Reportable Event” shall mean an event described in Section 4043 of ERISA and the regulations thereunder, other than any
event as to which the thirty day notice period has been waived. 
 “Repricing Transaction” shall mean (a) the
incurrence by the Borrower of any Indebtedness (including, without limitation, any new or additional term loans under this Agreement, whether incurred directly or by way of the conversion of Initial Term Loans into a new Class of replacement term
loans under this Agreement) that is broadly marketed or syndicated to banks and other institutional investors in financings similar to the Term Loans provided for in this Agreement (i) having an Effective Yield for the respective Type of such
Indebtedness that is less than the Effective Yield for the Initial Term Loans of the respective equivalent Type, but excluding Indebtedness incurred in connection with a Change of Control or Transformative Acquisition, and (ii) the proceeds of
which are used to prepay (or, in the case of a conversion, deemed to prepay or replace), in whole or in part, outstanding principal of Initial Term Loans or (b) any effective reduction in the Effective Yield for the Initial Term Loans (e.g., by
way of amendment, waiver or otherwise), except for a reduction in connection with a Change of Control or Transformative Acquisition. Any determination by the Administrative Agent with respect to whether a Repricing Transaction shall have occurred
shall be conclusive and binding on all Lenders holding the Initial Term Loans. 

  
 -46- 








 “Required Lenders shall mean, at any date, Non-Defaulting Lenders having or holding a
majority of the Loans (excluding Loans of Defaulting Lenders) in the aggregate at such date. 
 “Requirement of Law” shall
mean, as to any Person, the certificate of incorporation and by-laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other 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. 

“Restricted Investment” shall mean an Investment other than a Permitted Investment. 

“Restricted Payment” shall have the meaning provided in Section 9.5 hereof. 

“Restricted Subsidiary” shall mean, at any time, any direct or indirect Subsidiary of the Borrower (including any Foreign
Subsidiary) that is not then an Unrestricted Subsidiary; provided that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of “Restricted
Subsidiary”. 
 “S&P” shall mean Standard & Poor’s Ratings Services and any successor to its rating
agency business. 
 “Sale and Lease-Back Transaction” means any arrangement with any Person providing for the leasing by
the Borrower or any Restricted Subsidiary of any real or tangible personal property, which property has been or is to be sold or transferred by the Borrower or such Restricted Subsidiary to such Person in contemplation of such leasing. 

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

“Second Commitment” shall have the meaning provided in Section 9.8(b) hereof. 

“Second Lien Obligations” shall mean the Obligations under this Agreement and any Obligations in respect of Equal Priority
Indebtedness. 
 “Section 9.1 Financials” shall mean the financial statements delivered, or required to be delivered,
pursuant to Section 9.1(a)(i). 
 “Secured Indebtedness” shall mean any Indebtedness of the Borrower or any of its
Restricted Subsidiaries secured by a Lien. 
 “Secured Parties” shall mean, collectively, the Administrative Agent, the
Collateral Agent, each Lender, and each sub-agent pursuant to Section 12 appointed by the Administrative Agent with respect to matters relating to the Loan 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 of the SEC
promulgated thereunder. 

  
 -47- 








 “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 B. 

“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 9.19 or 9.20 or pursuant to any other such Security Documents or otherwise to secure or perfect the security
interest in any or all of the Obligations. 
 “Senior Indebtedness” shall mean, with respect to any Person: 

(1) Indebtedness of such Person, whether outstanding on the Closing Date or thereafter incurred; and 

(2) all other Obligations of such Person (including interest accruing on or after the filing of any petition in bankruptcy or
for reorganization relating to such Person whether or not post-filing interest is allowed in such proceeding) in respect of Indebtedness described in clause (1) above, 

in the case of both clauses (1) and (2), to the extent permitted to be incurred under the terms of this Agreement, unless, in the case of
clauses (1) and (2), in the instrument creating or evidencing the same or pursuant to which the same is outstanding, it is provided that such Indebtedness or other Obligations are subordinated in right of payment to the Loans or
the Guarantee of such Person, as the case may be; provided, however, that Senior Indebtedness shall not include: 

(a) any obligation of such Person to the Borrower or any Subsidiary of the Borrower; 

(b) any liability for Federal, state, local or other taxes owed or owing by such Person; 

(c) any accounts payable or other liability to trade creditors arising in the ordinary course of business; 

(d) any Capital Stock; 

(e) any Indebtedness or other Obligation of such Person which is subordinate or junior in any respect to any other Indebtedness
or other Obligation of such Person; or 
 (f) that portion of any Indebtedness which at the time of incurrence is incurred in
violation of this Agreement. 
 “Senior Notes” shall mean the Borrower’s 9.750% Senior Notes due 2020, in an aggregate
principal amount of up to $2,250,000,000 and any notes issued in exchange therefor. 
 “Senior Notes Indenture” shall mean
the indenture dated as of February 8, 2012, pursuant to which the Senior Notes were issued. 
 “Settlement” shall mean
the transfer of cash or other property with respect to any credit or debit card charge, check or other instrument, electronic funds transfer, or other type of paper-based or electronic payment, transfer, or charge transaction for which a Person acts
as a processor, remitter, funds recipient or funds transmitter in the ordinary course of its business. 

  
 -48- 








 “Settlement Asset” shall mean any cash, receivable or other property, including
a Settlement Receivable, due or conveyed to a Person in consideration for a Settlement made or arranged, or to be made or arranged, by such Person or an Affiliate of such Person. 

“Settlement Indebtedness” shall mean any payment or reimbursement obligation in respect of a Settlement Payment. 

“Settlement Payment” shall mean the transfer, or contractual undertaking (including by automated clearing house transaction)
to effect a transfer, of cash or other property to effect a Settlement. 
 “Settlement Receivable” shall mean any general
intangible, payment intangible, or instrument representing or reflecting an obligation to make payments to or for the benefit of a Person in consideration for a Settlement made or arranged, or to be made or arranged, by such Person. 

“Significant Subsidiary” shall mean any Restricted Subsidiary that would be a “significant subsidiary” as defined
in Article 1, Rule 1 02 of Regulation S X, promulgated pursuant to the Securities Act, as such regulation is in effect on the Closing Date. 

“Similar Business” shall mean any businesses conducted or proposed to be conducted by the Borrower and its Restricted
Subsidiaries on the Closing Date or any activities that are similar, ancillary or reasonably related to, or a reasonable extension, expansion or development of, such businesses or ancillary thereto. 

“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 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 Discount” shall have the meaning provided in Section 5.1(b)(ii) hereof. 

“Specified Discount Prepayment Amount” shall have the meaning provided in Section 5.1(b)(ii) hereof. 

“Specified Discount Prepayment Response” means the irrevocable written response by each Lender, in form reasonably
satisfactory to the Borrower and the Administrative Agent, to a Specified Discount Prepayment Notice. 
 “Specified Discount
Prepayment Response Date” shall have the meaning provided in Section 5.1(b)(ii) hereof. 
 “Specified Discount
Proration” shall have the meaning provided in Section 5.1(b)(iv) hereof. 

  
 -49- 








 “Sponsor Management Agreement” shall mean the management agreements between
certain of the management companies associated with the Investors and the Borrower. 
 “SPV” shall have the meaning
provided in Section 13.6(g) hereof. 
 “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 mean the Stock Purchase Agreement, dated as of November 22, 2011 (together with all
exhibits and schedules thereto), among Holdings, the Borrower and the Selling Stockholders named (and as defined) therein. 

“Subordinated Indebtedness” shall mean, 

(1) with respect to the Borrower, any Indebtedness of the Borrower which is by its terms subordinated in right of payment to
the Loans, and 
 (2) with respect to any Guarantor, any Indebtedness of such Guarantor which is by its terms subordinated in
right of payment to the Guarantee of such entity of the Loans. 
 “Subsidiary” shall mean, with respect to any Person: 

(1) any corporation, association, or other business entity (other than a partnership, joint venture, limited liability company
or similar entity) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of
determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof; and 

(2) any partnership, joint venture, limited liability company or similar entity of which 

(x) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited
partnership interests, as the case may be, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or
limited partnership or otherwise, and 

  
 -50- 








 (y) such Person or any Restricted Subsidiary of such Person is a controlling
general partner or otherwise controls such entity. 
 “Successor Borrower” shall have the meaning provided in
Section 9.14(a)(1) hereof. 
 “Syndication Agent” shall mean Credit Suisse Securities (USA) LLC, as syndication
agent for the Lenders under this Agreement. 
 “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. 
 “Term Loan” shall mean an Initial Term Loan, an Incremental Term Loan or any Extended Term
Loan, as applicable. 
 “Term Loan Extension Request” shall have the meaning provided in Section 2.15(a)(i). 

“Term Loan Facility” shall mean any of the Initial Term Loan Facility, any Incremental Term Loan Facility and any Extended
Term Loan Facility. 
 “Term Loan Note” means a promissory note of the Borrower payable to any Lender or its registered
assigns, in substantially the form of Exhibit I hereto, evidencing the aggregate Indebtedness of the Borrower to such Lender resulting from the Loans made by such Lender hereunder. 

“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” means the total assets of the Borrower and the Restricted Subsidiaries on a consolidated basis, as shown on the most recent consolidated balance sheet of the Borrower or such other person as may be expressly stated, as the case may
be. 
 “Transaction Expenses” shall mean any fees or expenses incurred or paid by the Borrower or any of its Subsidiaries
or any of their Affiliates in connection with the Transactions, this Agreement and the other Loan 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 RBL Credit Agreement, the Equity Investment (as defined in the RBL Credit Agreement), the Debt Repayment (as defined in the RBL Credit Agreement), the payment of Transaction Expenses,
the Take-out Notes Offering (as defined in the RBL Credit Agreement), the Senior Notes and the other transactions contemplated by this Agreement and the Loan Documents. 

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

“Transformative Acquisition” shall mean any acquisition by the Borrower or any Restricted Subsidiary that is either
(a) not permitted by the terms of this Agreement immediately prior to the consummation of such acquisition or (b) if permitted by the terms of this Agreement immediately prior to the consummation of such acquisition, would not provide the
Borrower and its Subsidiaries with adequate flexibility under this Agreement for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower acting in good faith. 

  
 -51- 








 “Treasury Capital Stock” shall have the meaning provided in
Section 9.5(b)(2)(a) hereof. 
 “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. 

“Unrestricted Subsidiary” shall mean: 

(1) any Subsidiary of the Borrower which at the time of determination is an Unrestricted Subsidiary (as designated by the board
of directors of the Borrower, as provided below); and 
 (2) any Subsidiary of an Unrestricted Subsidiary. 

The board of directors of the Borrower may designate any Subsidiary of the Borrower (including any existing Subsidiary and any newly acquired
or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien (other than pursuant to customary Liens or related arrangements
under an oil and gas royalty trust or master limited partnership) on, any property of, the Borrower or any Subsidiary of the Borrower (other than any Subsidiary of the Subsidiary to be so designated); provided that 

(1) any Unrestricted Subsidiary must be an entity of which the Equity Interests entitled to cast at least a majority of the
votes that may be cast by all Equity Interests having ordinary voting power for the election of directors or other governing body are owned, directly or indirectly, by the Borrower; 

(2) such designation complies with Section 9.5 hereof; and 

(3) each of the Subsidiary to be so designated and its Subsidiaries; 

has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or
indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Borrower or any Restricted Subsidiary (other than pursuant to customary Liens or related arrangements under an oil and gas
royalty trust or master limited partnership). 
 The board of directors of the Borrower may designate any Unrestricted Subsidiary to be a
Restricted Subsidiary; provided that, immediately after giving effect to such designation, no Default shall have occurred and be continuing and either: 

  
 -52- 








 (1) the Borrower could incur at least $1.00 of additional Indebtedness pursuant
to the Fixed Charge Coverage Ratio test described in Section 9.7(a) hereof; or 
 (2) the Fixed Charge Coverage
Ratio for the Borrower and its Restricted Subsidiaries would be equal to or greater than such ratio for the Borrower and its Restricted Subsidiaries immediately prior to such designation, 

in each case on a pro forma basis taking into account such designation. 

Any such designation by the board of directors of the Borrower shall be notified by the Borrower to the Administrative Agent by promptly
filing with the Administrative Agent a copy of the Board Resolution giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing provisions. 

“U.S.” or “United States” shall mean the United States of America. 

“U.S. Lender” shall have the meaning provided in Section 5.4(h) hereof. 

“Volumetric Production Payments” means production payment obligations recorded as deferred revenue in accordance with GAAP,
together with all undertaking and obligations in connection therewith. 
 “Voting Stock” of any Person as of any date shall
mean the Capital Stock of such Person that is at such date entitled to vote in the election of the board of directors of such Person. 

“Weighted Average Life to Maturity” shall mean, when applied to any Indebtedness, Disqualified Stock or Preferred Stock, as
the case may be, at any date, the quotient obtained by dividing: 
 (1) the sum of the products of the number of years from
the date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or Preferred Stock multiplied by the amount of such payment; by 

(2) the sum of all such payments. 

“Wholly-Owned Subsidiary” of any Person shall mean a Subsidiary of such Person, 100% of the outstanding Capital Stock or
other ownership interests of which (other than directors’ qualifying shares) shall at the time be owned by such Person or by one or more Wholly-Owned Subsidiaries of such Person. 

1.2. Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or
in such other Loan 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 Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof. 

  
 -53- 








 (c) Article, Section, Exhibit and Schedule references are to the Loan 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” shall mean “from and including”; the words “to” and “until” each shall mean “to but excluding”; and the word
“through” shall mean “to and including.” 
 (g) Section headings herein and in the other Loan Documents
are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan 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. 

(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. 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. 
 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 Loan 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 Loan 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. 

  
 -54- 








 1.6. [Reserved] 

SECTION 2. Amount and Terms of Credit 

2.1. Commitments. 
 (a)
Subject to and upon the terms and conditions herein set forth, each Lender having an Initial Term Loan Commitment severally agrees to make a loan or loans (each an “Initial Term Loan”) in a single draw on the Closing Date to the
Borrower in Dollars, which Initial Term Loans shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender and in the aggregate shall not exceed $1,000,000,000. Such Initial Term Loans (i) shall be incurred and
maintained (except as provided in Section 2.6 and 2.10 hereof) as LIBOR Loans and (ii) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed. On the Initial Term
Loan Maturity Date, all outstanding Initial Term Loans shall be repaid in full in Dollars. 
 (b) 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 (A) any exercise of such option shall not affect the obligation of the Borrower to repay such Loan and (B) 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 hereof shall apply). 
 2.2. Maximum Number of Borrowings. 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) 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 the Borrowing of Initial Term Loans or any Borrowing of Incremental Term Loans (unless otherwise set forth in the applicable Incremental
Agreement), as the case may be, if all or any of such Term Loans are to be initially LIBOR Loans, and (ii) prior to 12:00 noon (New York City time) on the date of the Borrowing of Initial Term Loans or any Borrowing of Incremental Term Loans
(unless otherwise set forth in the applicable Incremental Agreement), written notice (or telephonic notice promptly confirmed in writing), as the case may be, if all or any of such Term Loans are to be ABR Loans. Such notice (a “Notice of
Borrowing”) shall be in substantially the form of Exhibit E and shall specify (i) the aggregate principal amount of the Initial Term Loans or Incremental Term Loans, as the case may be, to be made, (ii) the date of the
Borrowing (which shall be, (x) in the case of the Initial Term Loans, the Closing Date, and, (y) in the case of the Incremental Term Loans, the applicable Incremental Facility Closing Date in respect of such Class) and (iii) whether
the Initial Term Loans or Incremental Term Loans, as the case may be, shall consist of ABR Loans and/or LIBOR Loans and, if the Initial Term Loans or Incremental Term Loans, as the case may be, are to include LIBOR Loans, the Interest Period to be
initially applicable thereto; provided that the Notice of Borrowing for a Borrowing of Term Loans shall be revocable so long as the Borrower agrees to comply 

  
 -55- 








 
with the applicable provisions of Section 2.11 upon any such revocation. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in
writing) of each proposed Borrowing of Initial Term Loans or Incremental Term Loans, as the case may be, of such Lender’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing. 

(b) 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 11:00 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 each Lender will make available its pro rata portion of each Borrowing requested. 

(b) Each Lender shall make available all amounts it is to fund to the Borrower under the Borrowing for its applicable Commitments, and in
immediately available funds to the Administrative Agent at the Administrative Agent’s Office and the Administrative Agent will make available to the Borrower, by depositing to an account designated by the Borrower 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 the Borrowing that such Lender does not intend to make available to the Administrative Agent its
portion of the Borrowing to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on the date of the 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 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 hereof, 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 Term Loan
Maturity Date, all then outstanding Initial Term Loans, (ii) on the relevant Incremental Term Loan Maturity Date for any Class of Incremental Term Loans, any then outstanding Incremental Term Loans of such Class and (iii) on the relevant
maturity date for any Class of Extended Term Loans, all then outstanding Extended Term Loans of such Class. 

  
 -56- 








 (b) In the event any Incremental Term Loans are made, such Incremental Term Loans shall mature
and be repaid in amounts and on dates as agreed between the Borrower and the relevant Lenders of such Incremental Term Loans in the applicable Incremental Agreement, subject to the requirements set forth in Section 2.14. In the event that any
Extended Term Loans are established, such Extended Term Loans shall, subject to the requirements of Section 2.15, mature and be repaid by the Borrower in the amounts (each such amount, an “Extended Term Loan Repayment Amount”)
and on the dates (each an “Extended Repayment Date”) set forth in the applicable Extension Agreement. 
 (c) 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 of such Lender from time to
time, including the amounts of principal and interest payable and paid to such lending office of such Lender from time to time under this Agreement. 

(d) The Administrative Agent, on behalf of the Borrower, shall maintain the Register pursuant to Section 13.6(b)(iv) hereof, and a
subaccount for each Lender, in which Register and subaccounts (taken together) shall be recorded (i) the amount of each Loan made hereunder, the Type of each Loan made and the Interest Period, if any, 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 hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender’s share
thereof. 
 (e) 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 $500,000 (and multiples of $100,000 in excess thereof) of the outstanding principal amount of Term 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 $500,000, (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 Required 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 Required 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’ prior written 

  
 -57- 








 
notice (or telephonic notice promptly confirmed in writing), in the case of a continuation of or conversion to LIBOR Loans or (2) one Business Day’s prior written notice (or telephonic
notice promptly confirmed in writing), in the case of a conversion into ABR Loans (each, a “Notice of Conversion or Continuation”) specifying the Term Loans to be so converted or continued, the Type of Term Loans to be converted
into or continued and, if such Term 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 Term Loans. 

(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
Required 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 continue such Borrowing of LIBOR Loans as a
Borrowing of LIBOR Loans with an Interest Period equal to the expired Interest Period, effective as of the expiration date of such current Interest Period. 

2.7. Pro Rata Borrowings. Each Borrowing of Initial Term Loans under this Agreement shall be made by the Lenders pro rata on the
basis of their then-applicable Initial Term Loan Commitments. Each Borrowing of Incremental Term Loans under this Agreement shall be made by the Lenders of the relevant Class thereof pro rata on the basis of their then-applicable Incremental
Term Loan Commitments for the applicable Class. 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 and 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) other than as expressly provided herein with respect to a Defaulting Lender, failure by
a Lender to perform any of its obligations under any of the Loan Documents shall not release any Person from performance of its obligations under any Loan 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 thereof (whether by acceleration or otherwise) at a rate per annum that shall at all times be equal to the Applicable ABR Margin plus
the ABR 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 equal to the Applicable LIBOR Margin plus the relevant LIBOR Rate 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 the stated maturity, by acceleration or otherwise), such overdue amount shall bear interest at a rate per annum that is (the “Default Rate”) (x) in the case of overdue principal, the rate that would otherwise
be applicable thereto plus 2% or (y) in the case of any overdue interest, to the extent permitted by Requirements of Law, the rate described in Section 2.8(a) hereof 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). 

  
 -58- 








 (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 and, except as otherwise provided below, shall be payable (i) in respect of each ABR Loan, quarterly in arrears on the last Business Day of each March, June, September
and December (provided that the first such payment shall be no earlier than the last Business Day of December 2012), (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, and (iii) in respect of each Loan, on any prepayment (on the amount prepaid), at maturity (whether by acceleration or
otherwise) and, after such maturity, on demand; provided that a Loan that is repaid on the same day on which it is made shall bear interest for one day. 

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

(f) The Administrative Agent, upon determining the interest rate for any Borrowing of LIBOR Loans, shall promptly notify the Borrower and the
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-month period or (if available to all the Lenders making such LIBOR Loans as determined by such Lenders in good faith
based on prevailing market conditions) any period shorter than one month requested by the Borrower. 
 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 applicable Maturity Date of such Loan. 

  
 -59- 








 2.10. Increased Costs, Illegality, Etc. 

(a) In the event that (x) in the case of clause (i) below, the Required 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): 

(i) on any date for determining the LIBOR Rate for any Interest Period that (A) deposits in the principal amounts of Term
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 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 Loan 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 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) 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 Lender (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. 

  
 -60- 








 (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). 
 (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) 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 or 5.4. 

  
 -61- 








 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 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 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. 
 2.14. Incremental Facilities. 

(a) The Borrower may at any time or from time to time after the Closing Date, by written notice delivered to the Administrative Agent
(whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (i) one or more additional Classes of term loans (the “Incremental Term Loans”; any such facilities, the “Incremental
Facilities” and the commitments in respect thereof are referred to as the “Incremental Commitments”); provided that, except as set forth in the proviso to clause (b) below, at the time that any such Incremental
Term Loan is made or effected (and after giving effect thereto) no Event of Default under clause (a) or clause (g) of Section 11.1(I) shall exist. 

(b) Each tranche of Incremental Term Loans shall be in an aggregate principal amount that is not less than $5,000,000 (provided that such
amount may be less than $5,000,000 if such amount represents all remaining availability under the limit set forth below) (and in minimum increments of $1,000,000 in excess thereof), and the aggregate amount of the Incremental Term Loans (after
giving pro forma effect thereto and the use of the proceeds thereof) shall not exceed the sum of the aggregate amounts of Indebtedness that may be incurred on such date pursuant to Section 9.7(b)(1), Section 9.7(b)(12) and, to the extent
relating to Refinancing Indebtedness in respect of Indebtedness incurred pursuant to Section 9.7(b)(12)(a), Section 9.7(b)(13) (the “Incremental Limit”); provided that (i) Incremental Term Loans may be incurred
without regard to the Incremental Limit and without regard to whether an Event of Default under clause (a) or clause (g) of Section 11.1(I) has occurred and is continuing, to the extent that the net cash proceeds from such Incremental
Term Loans are used on the date of incurrence of such Incremental Term Loans to prepay Term Loans in accordance with the procedures set forth in Section 5.2(a)(i) and subject to the payment of premiums set forth in Section 5.1(b), if
applicable. 
 (c) The Incremental Term Loans (i) shall rank equal in right of payment and of security with the Initial Term Loans and
shall be secured only by all or a portion of the Collateral securing the Obligations, (ii) shall not mature earlier than the Initial Term Loan Maturity Date, (iii) shall have a maturity date (subject to clause (ii)), an amortization
schedule (if any, and in any event, not to exceed 1.00% per annum of the aggregate principal amount of such Incremental Term Loans), and interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees,
funding discounts, original issue discounts and prepayment terms and premiums for the Incremental Term Loans as determined by the Borrower and the lenders of the Incremental Term Loans; and (iv) may otherwise have terms and conditions different
from those of the Initial Term Loans; provided that (x) except with respect to matters contemplated by clauses (ii) and (iii) above, any differences shall be reasonably satisfactory to the Administrative Agent and (y) the
documentation governing any Incremental Term Loans may include any Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall have been given prompt written notice thereof and this Agreement is amended to include such
Previously Absent Financial Maintenance Covenant for the benefit of each Credit Facility. 

  
 -62- 








 (d) Each notice from the Borrower pursuant to this Section 2.14 shall be given in writing
and shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans. Incremental Term Loans may be made subject to the prior written consent of the Borrower (not to be unreasonably withheld), by any existing Lender (it
being understood that no existing Lender with an Initial Term Loan Commitment will have an obligation to make a portion of any Incremental Term Loan) or by any other bank, financial institution, other institutional lender or other investor (any such
other bank, financial institution or other investor being called an “Additional Lender”); provided that the Administrative Agent shall have consented (not to be unreasonably withheld) to such Lender’s or Additional
Lender’s making such Incremental Term Loans if such consent would be required under Section 13.6(b) for an assignment of Loans to such Lender or Additional Lender. 

(e) Commitments in respect of Incremental Term Loans shall become Commitments under this Agreement pursuant to an amendment (an
“Incremental Agreement”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative
Agent. The Incremental Agreement may, subject to Section 2.14(c), without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary, in the reasonable opinion of the
Administrative Agent and the Borrower, to effect the provisions of this Section. The effectiveness of any Incremental Agreement shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”)
of such conditions as the parties thereto shall agree. The Borrower will use the proceeds of the Incremental Term Loans for any purpose not prohibited by this Agreement; provided, however, that the proceeds of any Incremental Term
Loans incurred in either case as described in the proviso to Section 2.14(b), shall be used in accordance with the terms thereof. 
 (f)
No Lender shall be obligated to provide any Incremental Term Loans unless it so agrees and the Borrower shall not be obligated to offer any existing Lender the opportunity to provide any Incremental Term Loans. 

(g) This Section 2.14 shall supersede any provisions in Section 2.7 or 13.1 to the contrary. For the avoidance of doubt, any
provisions of this Section 2.14 may be amended with the consent of the Required Lenders, provided no such amendment shall require any Lender to provide any Incremental Commitment without such Lender’s consent 

2.15. Extensions of Term Loans. 

(a) The Borrower may at any time and from time to time request that all or a portion of each Term Loan of any Class (an “Existing Term
Loan Class”) be converted or exchanged to extend the scheduled final maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Term Loans (any such Term Loans which have been so extended,
“Extended Term Loans”) and to provide for other terms consistent with this Section 2.15. Prior to entering into any Extension Agreement with respect to any Extended Term Loans, the Borrower shall provide written notice to the
Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Term Loan Class, with such request offered equally to all such Lenders of such Existing Term Loan Class) (a “Term Loan Extension
Request”) setting forth the proposed terms of the Extended Term Loans to be established, which terms shall be similar to the Term Loans of the Existing Term Loan Class from which they are to be extended except that (w) the scheduled
final maturity date shall be extended and all or any of the scheduled amortization payments, if any, of all or a portion of any principal amount of such Extended Term Loans may be delayed to later dates than the scheduled amortization, if any, of
principal of the Term Loans of such Existing Term Loan Class (with any such delay resulting in a corresponding adjustment to the scheduled amortization payments reflected in the Extension Agreement or the Incremental Agreement, as the case may be,
with respect to the Existing 

  
 -63- 








 
Term Loan Class of Term Loans from which such Extended Term Loans were extended, in each case as more particularly set forth in Section 2.15(c) below), (x)(A) the interest rates (including
through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and prepayment premiums with respect to the Extended Term Loans may be different than those for the Term Loans of such Existing
Term Loan Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Term Loans in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the
applicable Extension Agreement, (y) subject to the provisions set forth in Sections 5.1 and 5.2, the Extended Term Loans may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between
the Borrower and the Lenders thereof and (z) the Extension Agreement may provide for other covenants and terms that apply to any period after the Latest Maturity Date. No Lender shall have any obligation to agree to have any of its Term Loans
of any Existing Term Loan Class converted into Extended Term Loans pursuant to any Term Loan Extension Request. Any Extended Term Loans of any Extension Series shall constitute a separate Class of Term Loans from the Existing Term Loan Class of Term
Loans from which they were extended. 
 (b) The Borrower shall provide the applicable Extension Request to the Administrative Agent 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 Term Loans of an Existing Class subject to such Extension Request converted or exchanged into Extended Term Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such
Extension Request of the amount of its Term Loans which it has elected to convert or exchange into Extended Term Loans (subject to any minimum denomination requirements imposed by the Administrative Agent). In the event that the aggregate amount of
Term Loans subject to Extension Elections exceeds the amount of Extended Term Loans requested pursuant to the Extension Request, Term Loans subject to Extension Elections shall be converted to or exchanged to Extended Term Loans on a pro rata basis
(subject to such rounding requirements as may be established by the Administrative Agent) based on the amount of Term Loans included in each such Extension Election or as may be otherwise agreed to in the applicable Extension Agreement. 

(c) Extended Term Loans shall be established pursuant to an amendment (an “Extension Agreement”) to this Agreement (which,
except to the extent expressly contemplated by the penultimate sentence of this Section 2.15(c) and 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 Term Loans established thereby) executed by the Loan Parties, the Administrative Agent and the Extending Lenders. In addition to any terms and changes required or permitted by Section 2.15(a), each Extension
Agreement in respect of Extended Term Loans shall amend the scheduled amortization payments pursuant to Section 2.5 or the applicable Incremental Agreement or Extension Agreement with respect to the Existing Class of Term Loans from which the
Extended Term Loans were exchanged to reduce each scheduled Repayment Amount for the Existing Class in the same proportion as the amount of Term Loans of the Existing Class is to be reduced pursuant to such Extension Agreement (it being understood
that the amount of any Repayment Amount payable with respect to any individual Term Loan of such Existing Class that is not an Extended Term Loan shall not be reduced as a result thereof). In connection with any Extension Agreement, the Borrower
shall deliver an opinion of counsel reasonably acceptable to the Administrative Agent (i) as to the enforceability of such Extension Agreement, this Agreement as amended thereby, and such of the other Loan Documents (if any) as may be amended
thereby (in the case of such other Loan Documents as contemplated by the immediately preceding sentence) and covering customary matters and (ii) to the effect that such Extension Agreement, including the Extended Term Loans provided for
therein, does not breach or result in a default under the provisions of Section 13.1 of this Agreement. 

  
 -64- 








 (d) Notwithstanding anything to the contrary contained in this Agreement, on any date on which
any Existing Term Loan Class is converted or exchanged to extend the related scheduled maturity date(s) in accordance with paragraph (a) above, in the case of the existing Term Loans of each Extending Lender, the aggregate principal amount of
such existing Term Loans shall be deemed reduced by an amount equal to the aggregate principal amount of Extended Term Loans so converted or exchanged by such Lender on such date, and the Extended Term Loans shall be established as a separate Class
of Term Loans (together with any other Extended Term Loans so established on such date). 
 (e) In the event that the Administrative Agent
determines in its sole discretion that the allocation of Extended Term Loans of a given Extension Series to a given Lender was incorrectly determined as a result of manifest administrative error in the receipt and processing of an Extension Election
timely submitted by such Lender in accordance with the procedures set forth in the applicable Extension Agreement, then the Administrative Agent, the Borrower and such affected Lender may (and hereby are authorized to), in their sole discretion and
without the consent of any other Lender, enter into an amendment to this Agreement and the other Loan Documents (each, a “Corrective Extension Agreement”) within 15 days following the effective date of such Extension Agreement, as
the case may be, which Corrective Extension Agreement shall (i) provide for the conversion or exchange and extension of Term Loans under the Existing Term Loan Class in such amount as is required to cause such Lender to hold Extended Term Loans
of the applicable Extension Series into which such other Term Loans or commitments were initially converted or exchanged, as the case may be, in the amount such Lender would have held had such administrative error not occurred and had such Lender
received the minimum allocation of the applicable Loans or Commitments to which it was entitled under the terms of such Extension Agreement, in the absence of such error, (ii) be subject to the satisfaction of such conditions as the
Administrative Agent, the Borrower and such Lender may agree, and (iii) effect such other amendments of the type (with appropriate reference and nomenclature changes) described in the penultimate sentence of Section 2.15(c). 

(f) No conversion or exchange of Loans or Commitments pursuant to any Extension Agreement in accordance with this Section 2.15 shall
constitute a voluntary or mandatory payment or prepayment for purposes of this Agreement. 
 (g) This Section 2.15 shall supersede any
provisions in Section 2.7 to the contrary. For the avoidance of doubt, any of the provisions of this Section 2.15 may be amended with the consent of the Required Lenders; provided that no such amendment shall require any Lender to
provide any Extended Term Loans without such Lender’s consent. 
 SECTION 3. [Reserved] 

SECTION 4. Fees; Commitments  

4.1. Administrative Agent’s Fees. 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. Mandatory
Termination of Commitments. The Initial Term Loan Commitments shall terminate at 5:00 p.m. (New York City time) on the Closing Date. 

SECTION 5. Payments  

  
 -65- 








 5.1. Voluntary Prepayments. 

(a) The Borrower shall have the right to prepay Term Loans, without premium or penalty, except as set forth in Section 5.1(b), 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) pursuant to which made, which notice shall be given by the Borrower no later than 1:00 p.m. (New York City time) (x) one Business Day
prior to (in the case of ABR Loans) or (y) three Business Days prior to (in the case of LIBOR Loans) the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders; (b) each
partial prepayment of any Borrowing of Term Loans shall be in a multiple of $500,000 and in an aggregate principal amount of at least $1,000,000; 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 $5,000,000 for 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 Class(es) and Type(s) of Loans to be prepaid.
Each prepayment in respect of any Class of Term Loans pursuant to this Section 5.1 shall be applied to reduce the Repayment Amounts (if any) in such order as the Borrower may determine and may be applied to any Class of Term Loans as directed
by the Borrower. For the avoidance of doubt, the Borrower may (i) prepay Term Loans of an Existing Term Loan Class pursuant to this Section 5.1 without any requirement to prepay Extended Term Loans that were converted or exchanged from
such Existing Term Loan Class and (ii) prepay Extended Term Loans pursuant to this Section 5.1 without any requirement to prepay Term Loans of an Existing Term Loan Class that were converted or exchanged for such Extended Term Loans. In
the event that the Borrower does not specify the order in which to apply prepayments to reduce Repayment Amounts or as between Classes of Term Loans, the Borrower shall be deemed to have elected that such proceeds be applied to reduce the Repayment
Amounts in direct order of maturity and/or a pro-rata basis among Term Loan Classes. All prepayments under this Section 5.1 shall also be subject to the provisions of Sections 5.2(d) and 5.2(e). 

(b) Notwithstanding anything to the contrary contained in this Agreement, at the time of the effectiveness of any Repricing Transaction that is
consummated prior to the first anniversary of the Closing Date, the Borrower agrees to pay to the Administrative Agent, for the ratable account of each Lender with outstanding Initial Term Loans, a fee in an amount equal to 1.0% of (x) in the
case of a Repricing Transaction of the type described in clause (a) of the definition thereof, the aggregate principal amount of all Initial Term Loans prepaid (or converted or exchanged) in connection with such Repricing Transaction and
(y) in the case of a Repricing Transaction described in clause (b) of the definition thereof, the aggregate principal amount of all Initial Term Loans outstanding on such date that are subject to an effective pricing reduction pursuant to
such Repricing Transaction. Such fees shall be due and payable upon the date of the effectiveness of such Repricing Transaction. For the avoidance of doubt, on and after the first anniversary of the Closing Date no fee shall be payable pursuant to
this Section 5.1(b). 
 (c) Notwithstanding anything in this Agreement to the contrary, so long as no Event of Default has occurred and
is continuing, the Borrower may prepay the outstanding Loans on the following basis: 
 (i) The Borrower shall have the right to make a
voluntary prepayment of Loans at a discount to par (such prepayment, the “Discounted Loan Prepayment”) pursuant to a Borrower Offer of Specified Discount Prepayment made in accordance with this Section 5.1(c); provided
that the Borrower shall not initiate any action under this Section 5.1(c) in order to make a Discounted Loan Prepayment 

  
 -66- 








 
unless (I) at least ten (10) Business Days shall have passed since the consummation of the most recent Discounted Loan Prepayment as a result of a prepayment made by the Borrower on the
applicable Discounted Prepayment Effective Date; or (II) at least three (3) Business Days shall have passed since the date the Borrower was notified that no Lender was willing to accept any prepayment of any Loan at the Specified Discount. 

(ii) Subject to the proviso to subsection (i) above, the Borrower may from time to time offer to make a Discounted Loan Prepayment by
providing the Auction Agent with three (3) Business Days’ notice in the form of a Specified Discount Prepayment Notice; provided that (I) any such offer shall be made available, at the sole discretion of the Borrower, to each
Lender, (II) any such offer shall specify the aggregate principal amount offered to be prepaid (the “Specified Discount Prepayment Amount”) and the specific percentage discount to par (the “Specified Discount”) of
such Loans to be prepaid, (III) the Specified Discount Prepayment Amount shall be in an aggregate amount not less than $1,000,000 and whole increments of $500,000 in excess thereof and (IV) each such offer shall remain outstanding through the
Specified Discount Prepayment Response Date. The Auction Agent will promptly provide each Lender with a copy of such Specified Discount Prepayment Notice and a form of the Specified Discount Prepayment Response to be completed and returned by each
such Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m., New York time, on the third Business Day after the date of delivery of such notice to the Lenders (the “Specified Discount Prepayment Response Date”).

 (iii) Each Lender receiving such offer shall notify the Auction Agent (or its delegate) by the Specified Discount Prepayment Response Date
whether or not it agrees to accept a prepayment of any of its relevant then outstanding Loans at the Specified Discount and, if so (such accepting Lender, a “Discount Prepayment Accepting Lender”), the amount of such Lender’s
Loans to be prepaid at such offered discount. Each acceptance of a Discounted Loan Prepayment by a Discount Prepayment Accepting Lender shall be irrevocable. Any Lender whose Specified Discount Prepayment Response is not received by the Auction
Agent by the Specified Discount Prepayment Response Date shall be deemed to have declined to accept the applicable Borrower Offer of Specified Discount Prepayment. 

(iv) If there is at least one Discount Prepayment Accepting Lender, the Borrower will make prepayment of outstanding Loans pursuant to this
paragraph (c) to each Discount Prepayment Accepting Lender in accordance with the respective outstanding amount and tranches of Loans specified in such Lender’s Specified Discount Prepayment Response given pursuant to subsection (ii);
provided that, if the aggregate principal amount of Loans accepted for prepayment by all Discount Prepayment Accepting Lenders exceeds the Specified Discount Prepayment Amount, such prepayment shall be made pro-rata among the Discount
Prepayment Accepting Lenders in accordance with the respective principal amounts accepted to be prepaid by each such Discount Prepayment Accepting Lender and the Auction Agent (in consultation with the Borrower and subject to rounding requirements
of the Auction Agent made in its reasonable discretion) will calculate such proration (the “Specified Discount Proration”). The Auction Agent shall promptly, and in any case within three (3) Business Days following the
Specified Discount Prepayment Response Date, notify (I) the Borrower of the respective Lenders’ responses to such offer, the Discounted Prepayment Effective Date and the aggregate principal amount of the Discounted Loan Prepayment and the
tranches to be prepaid, (II) each Lender of the Discounted Prepayment Effective Date, and the aggregate principal amount of Loans to be prepaid at the Specified Discount on such date and (III) each Discount Prepayment Accepting Lender of the
Specified Discount Proration, if any, and confirmation of the principal amount and Type of Loans of such Lender to be prepaid at the Specified Discount on such date. Each determination by the Auction Agent of the amounts stated in the foregoing
notices to the Borrower and Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to the Borrower shall be due and payable by the Borrower on the Discounted Prepayment Effective
Date in accordance with subsection (v) below (subject to subsection (x) below). 

  
 -67- 








 (v) In connection with any Discounted Loan Prepayment, the Borrower and the Lenders acknowledge
and agree that the Auction Agent may require as a condition to any Discounted Loan Prepayment, the payment of customary fees and expenses from the Borrower in connection therewith. 

(vi) If any Term Loan is prepaid in accordance with this subsection (c), the Borrower shall prepay such Loans on the Discounted Prepayment
Effective Date. The Borrower shall make such prepayment to the Auction Agent, for the account of the Discount Prepayment Accepting Lenders at the Administrative Agent’s Office in immediately available funds not later than 11:00 a.m., New York
City time, on the Discounted Prepayment Effective Date and all such prepayments shall be applied to the remaining principal installments of the Loans on a pro rata basis across such installments. The Loans so prepaid shall be accompanied by all
accrued and unpaid interest on the par principal amount so prepaid up to, but not including, the Discounted Prepayment Effective Date. Each prepayment of the outstanding Loans pursuant to this Section 5.1(c) shall be paid to the Discount
Prepayment Accepting Lenders. The aggregate principal amount of Loans outstanding shall be deemed reduced by the full par value of the aggregate principal amount of the tranches of Loans prepaid on the Discounted Prepayment Effective Date in any
Discounted Loan Prepayment. 
 (vii) To the extent not expressly provided for herein, each Discounted Loan Prepayment shall be consummated
pursuant to procedures consistent, with the provisions in this Section 5.1(c), established by the Auction Agent acting in its reasonable discretion and as reasonably agreed by the Borrower. 

(viii) Notwithstanding anything in this Agreement to the contrary, for purposes of this Section 5.1(c), each notice or other
communication required to be delivered or otherwise provided to the Auction Agent (or its delegate) shall be deemed to have been given upon Auction Agent’s (or its delegate’s) actual receipt during normal business hours of such notice or
communication; provided that any notice or communication actually received outside of normal business hours shall be deemed to have been given as of the opening of business on the next Business Day. 

(ix) Each of the Borrower and the Lenders acknowledges and agrees that the Auction Agent may perform any and all of its duties under this
Section 5.1(c) by itself or through any Affiliate of the Auction Agent and expressly consents to any such delegation of duties by the Auction Agent to such Affiliate and the performance of such delegated duties by such Affiliate. The
exculpatory provisions pursuant to this Agreement shall apply to each Affiliate of the Auction Agent and its respective activities in connection with any Discounted Loan Prepayment provided for in this Section 5.1(c) as well as
activities of the Auction Agent. 
 (x) The Borrower shall have the right, by written notice to the Auction Agent, to revoke in full (but not
in part) its offer to make a Discounted Loan Prepayment at its discretion at any time on or prior to the applicable Specified Discount Prepayment Response Date (and if such offer is revoked pursuant to the preceding clauses, any failure by the
Borrower to make any prepayment to a Lender, as applicable, pursuant to this Section 5.1(c) shall not constitute a Default or Event of Default under this Agreement). 

  
 -68- 








 5.2. Mandatory Prepayments. 

(a) On each occasion that a Debt Incurrence Prepayment Event occurs, the Borrower shall, within one Business Day after the receipt of net cash
proceeds therefrom, prepay, in accordance with Sections 5.2(b) below, a principal amount of Term Loans in an amount equal to 100% of the net cash proceeds from such Debt Incurrence Prepayment Event. 

(b) Application to Loans. Each prepayment of Term Loans required by Section 5.2(a) in connection with a Debt Incurrence Prepayment
Event shall be allocated to any Class of Term Loans outstanding as directed by the Borrower and shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of
Term Loans. 
 (c) LIBOR Interest Periods. In lieu of making any payment pursuant to this Section 5.2 or pursuant to
Section 9.8(b) hereof 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 with the Administrative
Agent an amount in Dollars 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. 

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, 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 shall be made in Dollars and all other payments under each Loan Document shall, unless otherwise specified in such Loan Document, 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) like funds relating to the payment of principal or interest
ratably to the Lenders entitled thereto. 
 (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York City time) may
be deemed to have been made on the next succeeding Business Day in the Administrative Agent’s sole discretion. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, in the Administrative
Agent’s sole discretion, 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. 

  
 -69- 








 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 Loan 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 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 Lender, as the case may be, a certified copy of an official receipt (or other evidence acceptable to such Lender,
acting reasonably) received by the Borrower or such Guarantor showing payment thereof. After any payment of Taxes by any Loan 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 or the Administrative Agent (as applicable) on its own
behalf or on behalf of a Lender shall be conclusive absent manifest error. 
 (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 Loan 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 

  
 -70- 








 
to such Lender by any Loan Party pursuant to any Loan 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 K 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. 
 (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 Loan 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 

  
 -71- 








 
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, the 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 or 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 Loan 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. 
 (i) If a payment made to any Lender or any Agent
under this Agreement or any other Loan 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. 

  
 -72- 








 (j) 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. Interest on LIBOR
Loans shall be calculated on the basis of a 360-day year for the actual days elapsed and interest on ABR Loans in respect of which the rate of interest is calculated on the basis of the Agent’s prime rate and 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. 
 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) hereof, 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 Loan Documents would obligate
the Borrower or any other Loan 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 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 hereof. 

(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. Loan 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 and each Lender;

 (b) the Guarantee, executed and delivered by a duly Authorized Officer of each Person that is a Guarantor as of the
Closing Date’ 

  
 -73- 








 (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; 
 (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; 
 (e) a
Term Loan Note executed by the Borrower in favor of each Lender that has requested a Term Loan Note at least three (3) Business Days in advance of the Closing Date (provided, that if such Term Loan Notes cannot be delivered on or prior to the
Closing Date notwithstanding the Borrower’s use of commercially reasonable efforts to deliver the same, delivery thereof shall not be a condition to closing but such Term Loan Notes shall be delivered promptly thereafter); and 

(f) the First Lien/Second Lien Intercreditor Agreement, executed and delivered by an Authorized Officer of each Person that is a Loan Party as
of the Closing Date and by JPMorgan Chase Bank, N.A., as First Lien Agent (in its capacity thereunder) and Bank of America, N.A. (in its capacity thereunder). 

6.2. Collateral. Except for any items referred to on Schedule 9.20: 

(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 9.10. 

(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 Loan Parties shall not be required to pledge any Excluded Stock) and the Collateral Agent (or its agent, designee
or bailee in accordance with the First Lien/Second Lien Intercreditor Agreement) 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
(or its agent, designee or bailee in accordance with the First Lien/Second Lien Intercreditor Agreement) 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 Loan 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 (or its agent, designee or bailee in accordance
with the First Lien/Second Lien Intercreditor Agreement) shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blank. 

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

  
 -74- 








 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 F, 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 Loan Parties and the Administrative Agent hereby instruct such counsel to deliver such legal opinions. 

6.4. Closing Certificates. The Administrative Agent shall have received (i) a certificate of the Loan Parties, dated the Closing
Date, substantially in the form of Exhibit G-1, with appropriate insertions, executed by the Secretary or any Assistant Secretary of each Loan Party, and attaching the documents referred to in Section 6.7, (ii) a certificate
of the Loan Parties, dated the Closing Date, substantially in the form of Exhibit G-2, with appropriate insertions, executed by the President or any Vice President of each Loan Party and (iii) such other closing certificates as it may
reasonably request. 
 6.5. Authorization of Proceedings of Each Loan 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 Loan Party (or a duly authorized committee thereof) authorizing (i) the
execution, delivery and performance of the Loan 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 Loan Party as of the Closing Date. 
 6.6. Fees. All fees required to
be paid on the Closing Date pursuant to any fee letter previously agreed in writing between the Agents, the Joint Lead Arrangers, 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 Joint Lead Arrangers, 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
Initial Term Loans). 
 6.7. Representations and Warranties. On the Closing Date, the representations and warranties set forth in
Section 8 hereof shall be true and correct in all material respects. 
 6.8. 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 J. 

6.9. 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. 

The acceptance of the benefits of the Borrowing shall constitute a representation and warranty by each Loan Party to each of the Lenders that
all the applicable conditions specified in Section 6 above have been satisfied as of that time. 
 SECTION 7. [Reserved] 


  
 -75- 








 SECTION 8. Representations, Warranties and Agreements  

In order to induce the Lenders to enter into this Agreement and to make the Loans as provided for herein, the Borrower makes, on the Closing
Date, 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: 

8.1. Corporate Status. Each of the Borrower and each Material 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 Loan Party has the corporate or other
organizational power and authority to execute, deliver and carry out the terms and provisions of the Loan 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 Loan Documents to which it is a party. Each Loan Party has duly executed and delivered each Loan Document to which it is a party and each such Loan Document constitutes the legal, valid and binding obligation of such Loan 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
Loan Party of the Loan 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 Loan Party or any of the
Restricted Subsidiaries (other than Liens created under the Loan Documents) pursuant to the terms of any indenture, loan agreement, lease agreement, mortgage, deed of trust, agreement or other instrument to which such Loan 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 Loan Party or any of the Restricted Subsidiaries. 

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 Loan 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. 

  
 -76- 








 8.7. Investment Company Act. No Loan 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 Loan 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 Borrower 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 December 31, 2011, there has been no Material Adverse Effect. 

(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


  
 -77- 








 
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. 

(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. 

  
 -78- 








 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 Loan Party has good title to all its material personal properties, in each case, free and clear of all Liens
other than Liens permitted under this Agreement and except where the failure to have such good title would not reasonably be expected to have a Material Adverse Effect. 

(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 Loan Parties including all easements and rights of way, include all
rights and properties necessary to permit the Loan 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 Initial Term Loans and the use of proceeds of such Initial Term 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 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, in at least such amounts (after giving
effect to any 

  
 -79- 








 
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. 

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 Loan Parties’ Oil and Gas Properties that would require any Loan 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 Loan 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. Hedging Agreements. Schedule 8.20 sets forth, as of the Closing Date, a true and
complete list of all material commodity Hedging Agreements of each Loan 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 Loan 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 Loan 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. 

SECTION 9. Covenants  

9.1. Reports and Other Information. 

(a) Whether or not the Borrower is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any Loans
are outstanding, the Borrower will have its annual consolidated financial statements audited by a nationally recognized firm of independent auditors and its interim consolidated financial statements reviewed by a nationally recognized firm of
independent auditors in accordance with Statement on Auditing Standards No. 100 issued by the American Institute of Certified Public Accountants (or any similar replacement standard). In addition, so long as any Loans are outstanding, the
Borrower will furnish to the Administrative Agent and the Lenders: 
 (i) (x) all annual and quarterly financial
statements that would be required to be contained in a filing with the SEC on Forms 10-K and 10-Q of the Borrower, if the Borrower were required to file such forms, plus a “Management’s Discussion and Analysis of Financial Condition and
Results of Operations”; (y) with respect to the annual and quarterly information, a 

  
 -80- 








 
presentation of EBITDA and Adjusted EBITDA of the Borrower substantially consistent with the Offering Document and derived from such financial information; and (z) with respect to the annual
financial statements only, a report on the annual financial statements by the Borrower’s independent registered public accounting firm; and 

(ii) all information that would be required to be contained in filings with the SEC on Form 8-K under Items 1.01 (including
furnishing any material debt agreements that would be required to be described in such Form 8-K), 1.02, 1.03, 2.01, 2.05, 2.06, 4.01, 4.02, 5.01 and 5.02(b) and (c) (other than with respect to information otherwise required or contemplated by
Item 402 of Regulation S-K) as in effect on the Closing Date if the Borrower were required to file such reports; provided, however, that no such current report will be required to include as an exhibit, or to include a summary of
the terms of, any employment or compensatory arrangement agreement, plan or understanding between the Borrower (or any of its Subsidiaries) and any director, manager or executive officer, of the Borrower (or any of its Subsidiaries). 

(b) All such annual reports shall be furnished within 90 days after the end of the fiscal year to which they relate, and all such quarterly
reports shall be furnished within 45 days after the end of the fiscal quarter to which they relate. All such current reports shall be furnished within the time periods specified in the SEC’s rules and regulations for reporting companies under
the Exchange Act. The Borrower shall hold a quarterly conference call for all Lenders and security analysts to discuss such financial information (including a customary Q&A session) no later than five (5) business days after the
distribution of such financial information (or such later time as the Administrative Agent, acting reasonably, may agree). 
 (c) If the
Borrower has designated any of its Subsidiaries as an Unrestricted Subsidiary and if any such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a Significant Subsidiary of the
Borrower, then the annual and quarterly information required by clause (a) above shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, of the financial condition and
results of operations of the Borrower and its Restricted Subsidiaries separate from the financial condition and results of operations of such Unrestricted Subsidiaries. 

(d) In the event any direct or indirect parent of the Borrower guarantees the Term Loans, the Borrower may satisfy its obligations in this
Section 9.1 with respect to financial information relating to the Borrower by furnishing financial information relating to such parent; provided that the same is accompanied by consolidating information that explains in reasonable
detail the differences between the information relating to such parent, on the one hand, and the information relating to the Borrower and the Restricted Subsidiaries on a standalone basis, on the other hand. 

(e) Notwithstanding the foregoing, such requirements shall be deemed satisfied by (1) filing with the SEC of an exchange offer
registration statement or shelf registration statement with such financial information that satisfies Regulation S-X of the Securities Act or (2) by posting on its website within 15 days of the time periods after the Borrower would have been
required to file annual and interim reports with the SEC, the financial information (including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section) that would be required to be included in
such reports, subject to exceptions consistent with the presentation of financial information in the Offering Document. 
 (f) 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 

  
 -81- 








 
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. 

(g) 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: 

(1) any pending or threatened Environmental Claim against any Loan Party or any Oil and Gas Properties; 

(2) any condition or occurrence on any Oil and Gas Properties that (A) would reasonably be expected to result in
noncompliance by any Loan 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; 

(3) 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 

(4) 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. 

(h) Lists of Purchasers. At the time of the delivery of the annual 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 Loan Party who collectively account for at least 85% of the revenues resulting from the sale of all
Hydrocarbons from the Borrower and such other Loan Parties during the fiscal year for which such financial statements relate. 
 (i) The
Borrower will make available such information and such reports to the Administrative Agent and the Lenders by posting such information on Intralinks or any comparable password-protected online data system which will require a confidentiality
acknowledgment, and will make such information readily available to any prospective investor, any securities analyst or any market maker in the outstanding notes of the Borrower who (i) agrees to treat such information as confidential or
(ii) accesses such information on Intralinks or any comparable password-protected online data system which will require a confidentiality acknowledgment; provided that the Borrower shall post such information thereon and make readily
available any password or other login information to any such prospective investor, securities analyst or market maker. 
 9.2. Compliance
Certificate. 
 (a) The Borrower shall deliver to the Administrative Agent, within 90 days after the end of each fiscal year (or 120
days, in the case of the first fiscal year ending after the Closing Date), a certificate from the principal executive officer, principal financial officer or principal accounting officer 

  
 -82- 








 
stating that a review of the activities of the Borrower and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officer with a view to
determining whether the Borrower has kept, observed, performed and fulfilled its obligations under this Agreement, and further stating, as to such Officer signing such certificate, that to the best of his or her knowledge the Borrower has kept,
observed, performed and fulfilled each and every condition and covenant contained in this Agreement and is not in default in the performance or observance of any of the terms, provisions, covenants and conditions of this Agreement (or, if a Default
shall have occurred, describing all such Defaults of which he or she may have knowledge and what action the Borrower is taking or proposes to take with respect thereto). 

(b) When any Default has occurred and is continuing under this Agreement, or if the Administrative Agent or the holder of any other evidence of
Indebtedness of the Borrower or any Subsidiary gives any notice or takes any other action with respect to a claimed Default, the Borrower shall promptly (which shall be no more than five Business Days) deliver to the Administrative Agent by
registered or certified mail or by facsimile transmission an Officer’s Certificate specifying such event and what action the Borrower proposes to take with respect thereto. 

9.3. Taxes. The Borrower shall pay and discharge, and shall 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. 

9.4. Stay, Extension and Usury Laws. The Borrower and each of the Subsidiary Guarantors covenant (to the extent that they may lawfully
do so) that they shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants
or the performance of this Agreement; and the Borrower and each of the Subsidiary Guarantors (to the extent that they may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and covenant that they shall not, by resort to
any such law, hinder, delay or impede the execution of any power herein granted to the Administrative Agent, but shall suffer and permit the execution of every such power as though no such law has been enacted. 

9.5. Limitation on Restricted Payments. 

(a) The Borrower shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly: 

(I) declare or pay any dividend or make any payment or distribution on account of the Borrower’s, or any Restricted Subsidiary’s
Equity Interests, including any dividend or distribution payable in connection with any merger or consolidation, other than: 

(A) dividends or distributions by the Borrower payable in Equity Interests (other than Disqualified Stock) of the Borrower or
in options, warrants or other rights to purchase such Equity Interests; or 

  
 -83- 








 (B) dividends or distributions by a Restricted Subsidiary so long as, in the case
of any dividend or distribution payable on or in respect of any class or series of securities issued by a Subsidiary other than a Wholly-Owned Subsidiary, the Borrower or a Restricted Subsidiary receives at least its pro rata share of such
dividend or distribution in accordance with its Equity Interests in such class or series of securities; 
 (II) purchase,
redeem, defease or otherwise acquire or retire for value any Equity Interests of the Borrower or any direct or indirect parent of the Borrower, including in connection with any merger or consolidation; 

(III) make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value in each case,
prior to any scheduled repayment, sinking fund payment or maturity, any Subordinated Indebtedness, other than: 
 (A)
Indebtedness permitted under clauses (7) and (8) of Section 9.7(b) hereof; or 
 (B) the
purchase, repurchase or other acquisition of Subordinated Indebtedness purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase
or acquisition; or 
 (IV) make any Restricted Investment 

(all such payments and other actions set forth in clauses (I) through (IV) above (other than any exception thereto) being collectively
referred to as “Restricted Payments”), unless, at the time of such Restricted Payment: 
 (1) no Default
shall have occurred and be continuing or would occur as a consequence thereof; 
 (2) immediately after giving effect to such
transaction on a pro forma basis, the Borrower could incur $1.00 of additional Indebtedness under Section 9.7(a) hereof; and 

(3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Borrower and its
Restricted Subsidiaries after the Closing Date (including Restricted Payments permitted by clauses (1), (2) (with respect to the payment of dividends on Refunding Capital Stock pursuant to clause (b) thereof only),
(6)(c) and 9 of Section 9.5(b) hereof, but excluding all other Restricted Payments permitted by Section 9.5(b) hereof), is less than the sum of (without duplication): 

(a) 50% of the Consolidated Net Income of the Borrower for the period (taken as one accounting period) from January 1,
2012 to the end of the Borrower’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment, or, in the case such Consolidated Net Income for such period is a deficit, minus
100% of such deficit; plus 
 (b) 100% of the aggregate net cash proceeds and the Fair Market Value of other property
received by the Borrower since February 8, 2012 (other than net cash proceeds to the extent such net cash proceeds have been used to incur Indebtedness, Disqualified Stock or Preferred Stock pursuant to clause (12)(a) of
Section 9.7(b) hereof) from the issue or sale of: 

  
 -84- 








 (i) Equity Interests of the Borrower, including Treasury Capital Stock, but
excluding cash proceeds and the Fair Market Value of other property received from the sale of: 
 (x) Equity Interests to
any employee, director, manager or consultant of the Borrower, any direct or indirect parent company of the Borrower and the Borrower’s Subsidiaries after February 8, 2012 to the extent such amounts have been applied to Restricted Payments
made in accordance with clause (4) of Section 9.5(b); and 
 (y) Designated Preferred Stock and, to
the extent such net cash proceeds are actually contributed to the Borrower, Equity Interests of any direct or indirect parent company of the Borrower (excluding contributions of the proceeds from the sale of Designated Preferred Stock of such
companies or contributions to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of Section 9.5(b) hereof); or 

(ii) Indebtedness of the Borrower or a Restricted Subsidiary that has been converted into or exchanged for such Equity
Interests of the Borrower or any direct or indirect parent company of the Borrower; 
 provided, however, that this clause
(b) shall not include the proceeds from (V) Refunding Capital Stock, (W) Equity Interests or Indebtedness that has been converted or exchanged for Equity Interests of the Borrower sold to a Restricted Subsidiary or the Borrower,
as the case may be, (X) Disqualified Stock or Indebtedness that has been converted or exchanged into Disqualified Stock or (Y) Excluded Contributions; plus  

(c) 100% of the aggregate amount of cash and the Fair Market Value of other property contributed to the capital of the Borrower
following February 8, 2012 (including Capital Stock of Persons engaged primarily in the Oil and Gas Business or assets used or useful in the Oil and Gas Business) (other than net cash proceeds to the extent such net cash proceeds (i) have
been used to incur Indebtedness, Disqualified Stock or Preferred Stock pursuant to clause (12)(a) of Section 9.7(b) hereof, (ii) are contributed by a Restricted Subsidiary or (iii) constitute Excluded
Contributions); plus 
 (d) 100% of the aggregate amount received in cash and the Fair Market Value of other property
received by means of: 
 (i) the sale or other disposition (other than to the Borrower or a Restricted Subsidiary) of
Restricted Investments made by the Borrower and the Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from the Borrower and the Restricted Subsidiaries and repayments of loans or advances, and releases of
guarantees, which constitute Restricted Investments made by the Borrower or its Restricted Subsidiaries, in each case, after February 8, 2012; or 

  
 -85- 








 (ii) the sale (other than to the Borrower or a Restricted Subsidiary) of the
stock of an Unrestricted Subsidiary or a distribution from an Unrestricted Subsidiary (other than in each case to the extent the Investment in such Unrestricted Subsidiary was made by the Borrower or a Restricted Subsidiary pursuant to clause
(7) of Section 9.5(b) hereof or to the extent such Investment constituted a Permitted Investment) or a dividend from an Unrestricted Subsidiary after February 8, 2012; plus  

(e) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary after February 8, 2012, the
Fair Market Value of the Investment in such Unrestricted Subsidiary at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary, other than to the extent the Investment in such Unrestricted Subsidiary was made by the
Borrower or a Restricted Subsidiary pursuant to clause (7) of Section 9.5(b) hereof or to the extent such Investment constituted a Permitted Investment. 

(b) The foregoing provisions of Section 9.5(a) hereof shall not prohibit: 

(1) the payment of any dividend or distribution 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; 
 (2) (a) the redemption,
repurchase, retirement or other acquisition of any Equity Interests (“Treasury Capital Stock”) or Subordinated Indebtedness of the Borrower or any Restricted Subsidiary, or any Equity Interests of any direct or indirect parent
company of the Borrower, in exchange for, or out of the proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary) of, Equity Interests of the Borrower or any direct or indirect parent company of the Borrower to the extent
contributed to the Borrower (in each case, other than any Disqualified Stock) (“Refunding Capital Stock”) and (b) if immediately prior to the retirement of Treasury Capital Stock, the declaration and payment of dividends
thereon was permitted under clause (6) of this Section 9.5(b), the declaration and payment of dividends on the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of which were used to redeem, repurchase,
retire or otherwise acquire any Equity Interests of any direct or indirect parent company of the Borrower) in an aggregate amount per year no greater than the aggregate amount of dividends per annum that was declarable and payable on such
Treasury Capital Stock immediately prior to such retirement; 
 (3) the prepayment, redemption, defeasance, repurchase or
other acquisition or retirement for value of Subordinated Indebtedness of the Borrower or a Restricted Subsidiary made by exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of the Borrower or a Restricted
Subsidiary, as the case may be, which is incurred in compliance with Section 9.7 hereof so long as: 
 (a) the
principal amount (or accreted value, if applicable) of such new Indebtedness does not exceed the principal amount of (or accreted value, if applicable), plus any accrued and unpaid interest on, the Subordinated Indebtedness being so redeemed,
defeased, repurchased, exchanged, acquired or retired for value, plus the amount of any premium (including reasonable tender premiums), defeasance costs and any reasonable fees and expenses incurred in connection with the issuance of such new
Indebtedness; 

  
 -86- 








 (b) such new Indebtedness is subordinated to the Loans or the applicable
Guarantee at least to the same extent as such Subordinated Indebtedness so purchased, exchanged, redeemed, defeased, repurchased, exchanged, acquired or retired for value; 

(c) such new Indebtedness has a final scheduled maturity date equal to or later than the final scheduled maturity date of the
Subordinated Indebtedness being so redeemed, defeased, repurchased, exchanged, acquired or retired; and 
 (d) such new
Indebtedness has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of the Subordinated Indebtedness being so redeemed, defeased, repurchased, exchanged, acquired or retired; 

(4) a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests
(other than Disqualified Stock) of the Borrower or any direct or indirect parent company of the Borrower held by any future, present or former employee, director, manager or consultant of the Borrower, any of its Subsidiaries or any direct or
indirect parent company of the Borrower pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement, or any stock subscription or shareholder agreement (including, for the avoidance of
doubt, any principal and interest payable on any promissory notes issued by the Borrower or any direct or indirect parent company of the Borrower in connection with such repurchase, retirement or other acquisition), including any Equity Interests
rolled over by management of the Borrower or any direct or indirect parent company of the Borrower in connection with the Transactions; provided, however, that the aggregate Restricted Payments made under this clause (4) do
not exceed in any calendar year $50.0 million (which shall increase to $100.0 million subsequent to the consummation of an underwritten public Equity Offering by the Borrower or any direct or indirect parent company of the Borrower) (with unused
amounts in any calendar year being carried over to succeeding calendar years subject to a maximum (without giving effect to the following proviso) of $75.0 million in any calendar year (which shall increase to $150.0 million subsequent to the
consummation of an underwritten public Equity Offering by the Borrower or any direct or indirect parent company of the Borrower)); provided further that such amount in any calendar year may be increased by an amount not to exceed: 

(a) the cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of the Borrower and, to the extent
contributed to the Borrower, the cash proceeds from the sale of Equity Interests of any direct or indirect parent company of the Borrower, in each case to any future, present or former employees, directors, managers or consultants of the Borrower,
any of its Subsidiaries or any direct or indirect parent company of the Borrower that occurs after the Closing Date, to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted
Payments by virtue of clause (3) of Section 9.5(a); plus  
 (b) the cash proceeds of key man
life insurance policies received by the Borrower and the Restricted Subsidiaries after the Closing Date; less 
 (c) the
amount of any Restricted Payments previously made pursuant to clauses (a) and (b) of this clause (4); 
 and provided,
further, that cancellation of Indebtedness owing to the Borrower or any Restricted Subsidiary from any future, present or former employees, directors, managers or consultants of the Borrower, any direct or indirect parent company of the
Borrower or any of the Borrower’s 

  
 -87- 








 
Restricted Subsidiaries in connection with a repurchase of Equity Interests of the Borrower or any direct or indirect parent company of the Borrower will not be deemed to constitute a Restricted
Payment for purposes of this Section 9.5 or any other provision of this Agreement; 
 (5) the declaration and
payment of dividends to holders of any class or series of Disqualified Stock of the Borrower or any Restricted Subsidiary or any class or series of Preferred Stock of any Restricted Subsidiary, in each case, issued in accordance with
Section 9.7 hereof to the extent such dividends are included in the definition of “Fixed Charges”; 

(6) (a) the declaration and payment of dividends to holders of any class or series of Designated Preferred Stock (other
than Disqualified Stock) issued by the Borrower after the Closing Date; 
 (b) the declaration and payment of dividends to
any direct or indirect parent company of the Borrower, the proceeds of which will be used to fund the payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) of such parent company issued
after the Closing Date; provided that the amount of dividends paid pursuant to this clause (b) shall not exceed the aggregate amount of cash actually contributed to the Borrower from the sale of such Designated Preferred Stock; or

 (c) the declaration and payment of dividends on Refunding Capital Stock that is Preferred Stock in excess of the dividends
declarable and payable thereon pursuant to clause (2) of this Section 9.5(b); 
 provided that in the case of
each of subclause (a) and (c) of this clause (6), for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred
Stock or the declaration of such dividends on Refunding Capital Stock, after giving effect to such issuance or declaration on a pro forma basis, the Borrower and the Restricted Subsidiaries on a consolidated basis would have had a Fixed
Charge Coverage Ratio of at least 2.00 to 1.00; 
 (7) Investments in Unrestricted Subsidiaries having an aggregate Fair
Market Value, taken together with all other Investments made pursuant to this clause (7) that are at the time outstanding, without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not
consist of cash or Cash Equivalents, not to exceed the greater of (x) $150.0 million and (y) 1.25% of Total Assets at the time of such Investment (with the Fair Market Value of each Investment being measured at the time made and without
giving effect to subsequent changes in value); 
 (8) payments made or expected to be made by the Borrower or any Restricted
Subsidiary in respect of withholding or similar taxes payable upon exercise of Equity Interests by any future, present or former employee, director, manager or consultant and repurchases of Equity Interests deemed to occur upon exercise of stock
options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants; 
 (9)
the declaration and payment of dividends on the Borrower’s common stock (or the payment of dividends to any direct or indirect parent company of the Borrower to fund a payment of dividends on such company’s common stock), following
consummation of the first public offering of the Borrower’s common stock or the common stock of any direct or indirect parent company of the Borrower after the Closing Date, of up to 6% per annum of the net cash proceeds received by
or contributed to the Borrower in or from any such public offering, other than public offerings with respect to the Borrower’s common stock registered on Form S-8 and other than any public sale constituting an Excluded Contribution; 

  
 -88- 








 (10) Restricted Payments in an amount that does not exceed the amount of Excluded
Contributions made since the Closing Date; 
 (11) other Restricted Payments in an aggregate amount taken together with all
other Restricted Payments made pursuant to this clause (11) not to exceed the greater of (x) $200.0 million and (y) 1.75% of Total Assets at the time made; 

(12) distributions or payments of Receivables Fees; 

(13) any Restricted Payment made in connection with the Transactions and the fees and expenses related thereto or used to fund
amounts owed to Affiliates (including dividends to any direct or indirect parent company of the Borrower to permit payment by such parent of such amount), to the extent permitted by Section 9.9 hereof; 

(14) the repurchase, redemption, defeasance or other acquisition or retirement for value of any Subordinated Indebtedness in
accordance with provisions similar to those described under Sections 9.8 and 9.12 hereof; provided that all Loans subject to prepayment under Section 9.8(c) or 9.12(a) hereof which have been accepted for
repayment by the applicable Lender, have been repaid; 
 (15) the declaration and payment of dividends by the Borrower to, or
the making of loans to, any direct or indirect parent company of the Borrower in amounts required for any direct or indirect parent company to pay: 

(a) franchise and excise taxes and other fees and expenses required to maintain its corporate or other entity existence; 

(b) foreign, federal, state and local 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 the 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 any such direct or indirect parent company of the Borrower) for all fiscal years ending after February 8, 2012; 

(c) customary salary, bonus and other benefits payable to officers, employees, directors and managers of any direct or indirect
parent company of the Borrower to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of the Borrower and the Restricted Subsidiaries, including the Borrower’s proportionate share of such amount
relating to such parent company being a public company; 

  
 -89- 








 (d) general corporate or other operating (including, without limitation, expenses
related to auditing or other accounting matters) and overhead costs and expenses of any direct or indirect parent company of the Borrower to the extent such costs and expenses are attributable to the ownership or operation of the Borrower and the
Restricted Subsidiaries, including the Borrower’s proportionate share of such amount relating to such parent company being a public company; 

(e) amounts required for any direct or indirect parent company of the Borrower to pay fees and expenses incurred by any direct
or indirect parent company of the Borrower related to transactions of such parent company of the Borrower of the type described in clause (11) of the definition of “Consolidated Net Income” to the extent such transaction is for
the benefit of the Borrower and its Restricted Subsidiaries; and 
 (f) cash payments in lieu of issuing fractional shares in
connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of the Borrower or any such direct or indirect parent company of the Borrower; 

(16) the repurchase, redemption or other acquisition for value of Equity Interests of the Borrower deemed to occur in
connection with paying cash in lieu of fractional shares of such Equity Interests in connection with a share dividend, distribution, share split, reverse share split, merger, consolidation, amalgamation or other business combination of the Borrower,
in each case, permitted under this Agreement; 
 (17) the distribution, by dividend or otherwise, of shares of Capital Stock
of, or Indebtedness owed to the Borrower or a Restricted Subsidiary by, Unrestricted Subsidiaries (other than Unrestricted Subsidiaries, the primary assets of which are cash and/or Cash Equivalents); 

(18) any Restricted Payment if immediately after giving pro forma effect to such Restricted Payment pursuant to this
clause (18) of this Section 9.5(b) and the incurrence of any Indebtedness the net proceeds of which are used to finance such Restricted Payment (i) the Net Indebtedness to EBITDA Ratio would not have exceeded 1.5:1 and
(ii) the Loans have a rating equal to or higher than Ba2 (or the equivalent) by Moody’s and BB (or the equivalent) by S&P, in each case with a stable or better outlook; and 

(19) any Restricted Payment made to the Borrower’s direct or indirect parent entity to fund the (A) declaration and
payment of cash dividends to holders of the Cumulative Preferred Stock in accordance with the terms of the Certificate of Designations and (B) repurchase, redemption, repayment or other acquisition or retirement for cash of the Cumulative
Preferred Stock in a manner permitted by the Certificate of Designations; 
 provided that at the time of, and after giving effect to, any Restricted
Payment permitted under clauses (11), (17) and (18) of this Section 9.5(b) no Default shall have occurred and be continuing or would occur as a consequence thereof. 

The Borrower shall not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the last sentence of the
definition of “Unrestricted Subsidiary.” For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Borrower and its Restricted Subsidiaries (except to the extent repaid) in the
Subsidiary so designated shall be deemed to be Restricted Payments in an amount determined as set forth in the last 

  
 -90- 








 
sentence of the definition of “Investments.” Such designation shall be permitted only if a Restricted Payment in such amount would be permitted at such time, whether pursuant to
Section 9.5(a) hereof or under clause (7), (10) or (11) of Section 9.5(b) hereof, or pursuant to the definition of “Permitted Investments”, and if such Subsidiary otherwise meets the
definition of an Unrestricted Subsidiary. 
 9.6. Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. 

(a) 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: 

(1) (A) pay dividends or make any other distributions to the Borrower or any Restricted Subsidiary on its Capital Stock or
with respect to any other interest or participation in, or measured by, its profits, or 
 (B) pay any Indebtedness owed to
the Borrower or any Restricted Subsidiary; 
 (2) make loans or advances to the Borrower or any Restricted Subsidiary; or

 (3) sell, lease or transfer any of its properties or assets to the Borrower or any Restricted Subsidiary. 

(b) The restrictions in Section 9.6(a) hereof shall not apply to encumbrances or restrictions existing under or by reason of: 

(1) contractual encumbrances or restrictions in effect on the Closing Date, including pursuant to the RBL Credit Agreement and
the related documentation and related Hedging Obligations; 
 (2) this Agreement, the Loans, and the Guarantees; 

(3) the Senior Notes Indenture and the Senior Notes; 

(4) purchase money obligations for property acquired in the ordinary course of business and Capitalized Lease Obligations that
impose restrictions of the nature discussed in clause (3) of Section 9.6(a) hereof on the property so acquired; 

(5) applicable law or any applicable rule, regulation or order; 

(6) 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; 

  
 -91- 








 (7) 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 Capital Stock or assets of such Subsidiary; 

(8) Secured Indebtedness otherwise permitted to be incurred pursuant to Section 9.7 hereof and
Section 9.10 hereof that limits the right of the debtor to dispose of the assets securing such Indebtedness; 

(9) restrictions on cash, Cash Equivalents or other deposits or net worth imposed by customers under contracts entered into in
the ordinary course of business; 
 (10) other Indebtedness, Disqualified Stock or Preferred Stock of Restricted Subsidiaries
permitted to be incurred subsequent to the Closing Date pursuant to Section 9.7 hereof 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 Borrower in good faith, than the provisions contained in the RBL Credit 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 Borrower in good faith, to make scheduled payments of cash interest on the Senior Notes when due; 

(11) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating
solely to such joint venture; 
 (12) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar
agreements, in each case, entered into in the ordinary course of business; 
 (13) restrictions created in connection with
any Receivables Facility that, in the good faith determination of the board of directors of the Borrower, are necessary or advisable to effect such Receivables Facility; 

(14) any customary encumbrances or restrictions imposed pursuant to any agreement of the type described in the definition of
“Permitted Business Investment”; 
 (15) in the case of clause (3) of Section 9.6(a)
hereof, any encumbrance or restriction that restricts in a customary manner the subletting, assignment or transfer of any property or assets that is subject to a lease (including leases governing leasehold interests or Farm-In Agreements or Farm-Out
Agreements relating to leasehold interests in Oil and Gas Properties), license or similar contract, or the assignment or transfer of any such lease (including leases governing leasehold interests or Farm-In Agreements or Farm-Out Agreements relating
to leasehold interests in Oil and Gas Properties), license (including without limitations, licenses of intellectual property) or other contracts; and 

(16) any encumbrances or restrictions of the type referred to in clauses (1), (2) and (3) of
Section 9.6(a) hereof imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses
(1) through (15) of this Section 9.6(b); 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. 

  
 -92- 








 9.7. Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred
Stock. 
 (a) The Borrower shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create, incur, issue,
assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”), with respect to any Indebtedness (including Acquired
Indebtedness), and the Borrower shall not issue any shares of Disqualified Stock and shall not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that the Borrower may
incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred
Stock, if, after giving effect thereto, the Fixed Charge Coverage Ratio of the Borrower and the Restricted Subsidiaries would be at least 2.00 to 1.00. 

(b) The provisions of Section 9.7(a) hereof shall not apply to: 

(1) Indebtedness incurred pursuant to Credit Facilities by the Borrower or any Restricted Subsidiary (including the Loans);
provided that immediately after giving effect to any such incurrence, the then-outstanding aggregate principal amount of all Indebtedness incurred (when taken together with amounts incurred and outstanding under Section 2.14(b)) does not
exceed the greatest of (x) $3,000.0 million, (y) the sum of $500.0 million and 22.5% of Total Assets determined as of the date of the incurrence of such Indebtedness after giving effect to the application of the proceeds therefrom and
(z) the Borrowing Base; 
 (2) [RESERVED]; 

(3) Indebtedness of the Borrower and any Restricted Subsidiary in existence on the Closing Date (other than Indebtedness
described in clause (1) of this Section 9.7(b)), including for avoidance of doubt, the Borrower’s 9.750% Senior Notes due 2020 and Guarantees thereof; 

(4) Indebtedness (including Capitalized Lease Obligations), Disqualified Stock and Preferred Stock incurred by the Borrower or
any Restricted Subsidiary, to finance the purchase, lease, construction, installation or improvement of property (real or personal) or equipment that is used or useful in a Similar Business, whether through the direct purchase of assets or the
Capital Stock of any Person owning such assets and Indebtedness arising from the conversion of the obligations of the Borrower or any Restricted Subsidiary under or pursuant to any “synthetic lease” transactions to on-balance sheet
Indebtedness of the Borrower or such Restricted Subsidiary, in an aggregate principal amount which, when aggregated with the principal amount of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and incurred pursuant to
this clause (4), and all Refinancing Indebtedness incurred to refinance any other Indebtedness, Disqualified Stock and Preferred Stock pursuant to this clause (4), does not exceed the greater of (x) $250.0 million and
(y) 2.25% of Total Assets at the time of incurrence; provided that Capitalized Lease Obligations incurred by the Borrower or any Restricted Subsidiary pursuant to this clause (4) in connection with a Sale and Lease-Back
Transaction shall not be subject to the foregoing limitation so long as the proceeds of such Sale and Lease-Back Transaction are used by the Borrower or such Restricted Subsidiary to permanently repay outstanding Indebtedness of the Borrower and the
Restricted Subsidiaries; 

  
 -93- 








 (5) Indebtedness incurred by the Borrower or any Restricted Subsidiary
constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including letters of credit in respect of plugging and abandonment obligations, workers’ compensation claims, performance or
surety bonds, 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 plugging and abandonment obligations,
workers’ compensation claims, performance or surety bonds, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance; provided that upon the drawing of such letters of credit or the
incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence; 
 (6)
Indebtedness arising from agreements of the Borrower or a Restricted Subsidiary providing for indemnification, adjustment of purchase price, earn-out or similar obligations, in each case, incurred or assumed in connection with the disposition of any
business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; provided that such
Indebtedness is not reflected on the balance sheet of the Borrower or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be
reflected on such balance sheet for purposes of this clause (6)); 
 (7) Indebtedness of the Borrower to a Restricted
Subsidiary; provided that any such Indebtedness owing to a Restricted Subsidiary that is not a Guarantor is expressly subordinated in right of payment to the Loans; provided, further, that any subsequent issuance or transfer of
any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Borrower or another Restricted Subsidiary) shall be
deemed, in each case, to be an incurrence of such Indebtedness not permitted by this clause (7); 
 (8) Indebtedness
of a Restricted Subsidiary owing to the Borrower or another Restricted Subsidiary; provided that if the Borrower or a Subsidiary Guarantor incurs such Indebtedness owing to a Restricted Subsidiary that is not a Subsidiary Guarantor, such
Indebtedness is subordinated in right of payment to the Guarantee of the Loans of such Subsidiary Guarantor; provided, further, that any subsequent transfer of any such Indebtedness (except to the Borrower or another Restricted
Subsidiary) shall be deemed, in each case, to be an incurrence of such Indebtedness not permitted by this clause (8); 

(9) shares of Preferred Stock of a Restricted Subsidiary issued to the Borrower or another Restricted Subsidiary;
provided that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred
Stock (except to the Borrower or another Restricted Subsidiary) shall be deemed in each case to be an issuance of such shares of Preferred Stock not permitted by this clause (9); 

(10) Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes); 

(11) obligations in respect of self-insurance, performance, bid, appeal and surety bonds and completion guarantees and similar
obligations provided by the Borrower or any Restricted Subsidiary or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case, in the ordinary course of business; 

  
 -94- 








 (12) (a) Indebtedness, Disqualified Stock or Preferred Stock of the Borrower
or any Restricted Subsidiary in an aggregate principal amount or liquidation preference up to 100.0% of the net cash proceeds received by the Borrower since immediately after the Closing Date from the issue or sale of Equity Interests of the
Borrower or cash contributed to the capital of the Borrower (in each case, other than Excluded Contributions or proceeds of Disqualified Stock or sales of Equity Interests to the Borrower or any of its Subsidiaries) as determined in accordance with
clauses (3)(b) and (3)(c) of Section 9.5(a) hereof to the extent such net cash proceeds or cash have not been applied pursuant to such clauses to make Restricted Payments or to make other Investments, payments or
exchanges pursuant to Section 9.5(b) hereof or to make Permitted Investments (other than Permitted Investments specified in clauses (1) and (3) of the definition thereof); and 

(b) Indebtedness, Disqualified Stock or Preferred Stock of the Borrower or any Restricted Subsidiary not otherwise permitted
hereunder in an aggregate principal amount or liquidation preference, which when aggregated with the principal amount and liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and incurred pursuant
to this clause (12)(b), does not at any one time outstanding exceed the greater of (x) $400.0 million and (y) 3.5% of Total Assets at the time of incurrence (it being understood that any Indebtedness, Disqualified Stock or Preferred
Stock incurred pursuant to this clause (12)(b) shall cease to be deemed incurred or outstanding for purposes of this clause (12)(b) but shall be deemed incurred for the purposes of Section 9.7(a) hereof from and
after the first date on which the Borrower or such Restricted Subsidiary could have incurred such Indebtedness, Disqualified Stock or Preferred Stock under Section 9.7(a) hereof without reliance on this clause (12)(b)); 

(13) the incurrence or issuance by the Borrower or any Restricted Subsidiary of Indebtedness, Disqualified Stock or Preferred
Stock which serves to refund, refinance, replace, renew, extend or defease any Indebtedness, Disqualified Stock or Preferred Stock of the Borrower or any Restricted Subsidiary incurred as permitted under Section 9.7(a) hereof and
clauses (2), (3), (4) and (12)(a) of this Section 9.7(b) above, this clause (13) and clause (14) of this Section 9.7(b) or any Indebtedness, Disqualified Stock or
Preferred Stock of the Borrower or any Restricted Subsidiary issued to so refund, refinance, replace, renew, extend or defease such Indebtedness, Disqualified Stock or Preferred Stock of the Borrower or any Restricted Subsidiary (the
“Refinancing Indebtedness”) prior to its respective maturity; provided, however, that such Refinancing Indebtedness: 

(a) has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred which is not less than the
remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being refunded, refinanced, replaced, renewed, extended or defeased, 

(b) to the extent such Refinancing Indebtedness refunds, refinances, replaces, renews, extends or defeases
(i) Indebtedness subordinated or pari passu to the Loans or any Guarantee thereof, such Refinancing Indebtedness is subordinated or pari passu to the Loans or the Guarantee at least to the same extent as the Indebtedness being refunded,
refinanced, replaced, renewed, extended or defeased or (ii) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness must be Disqualified Stock or Preferred Stock, respectively, and 

  
 -95- 








 (c) shall not include Indebtedness, Disqualified Stock or Preferred Stock of a
Subsidiary of the Borrower that is not a Subsidiary Guarantor that refunds, refinances, replaces, renews, extends or defeases Indebtedness, Disqualified Stock or Preferred Stock of the Borrower or a Subsidiary Guarantor; 

and provided, further, that subclause (a) of this clause (13) will not apply to any refunding or
refinancing of any Secured Indebtedness outstanding; 
 (14) Indebtedness, Disqualified Stock or Preferred Stock of
(x) the Borrower or a Restricted Subsidiary incurred to finance an acquisition or (y) Persons that are acquired by the Borrower or any Restricted Subsidiary or merged into or consolidated with the Borrower or a Restricted Subsidiary in
accordance with the terms of this Agreement (including designating an Unrestricted Subsidiary a Restricted Subsidiary); provided that after giving effect to such acquisition, merger or consolidation, either: 

(a) the Borrower would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage
Ratio test set forth in Section 9.7(a) hereof, or 
 (b) the Fixed Charge Coverage Ratio of the Borrower and the
Restricted Subsidiaries is equal to or greater than immediately prior to such acquisition, merger or consolidation; 
 (15)
Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is extinguished
within eight Business Days of its incurrence; 
 (16) Indebtedness of the Borrower or any Restricted Subsidiary supported by
a letter of credit issued pursuant to any Credit Facilities, in a principal amount not in excess of the stated amount of such letter of credit; 

(17) (a) any guarantee by the Borrower or a Restricted Subsidiary of Indebtedness or other obligations of any Restricted
Subsidiary, so long as, in the case of a guarantee by a Restricted Subsidiary that is not a Guarantor, such Indebtedness could have been incurred directly by the Restricted Subsidiary providing such guarantee or (b) any guarantee by a
Restricted Subsidiary of Indebtedness of the Borrower; provided that such guarantee is incurred in accordance with Section 9.13 hereof; 

(18) Indebtedness of Restricted Subsidiaries that are not Guarantors in an amount not to exceed, in the aggregate at any one
time outstanding the greater of (x) $100.0 million and (y) 1.0% of Total Assets (it being understood that any Indebtedness incurred pursuant to this clause (18) shall cease to be deemed incurred or outstanding for purposes of
this clause (18) but shall be deemed incurred for the purposes of Section 9.7(a) hereof from and after the first date on which such Restricted Subsidiary could have incurred such Indebtedness under Section 9.7(a)
hereof without reliance on this clause (18)); 
 (19) Indebtedness of the Borrower or any of its Restricted
Subsidiaries consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements, in each case, incurred in the ordinary course of business; 

  
 -96- 








 (20) Indebtedness of the Borrower or any of its Restricted Subsidiaries
undertaken in connection with cash management and related activities with respect to any Subsidiary or joint venture in the ordinary course of business; and 

(21) Indebtedness consisting of Indebtedness issued by the Borrower or any of its Restricted Subsidiaries to future, current or
former officers, directors, managers and employees thereof, their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Equity Interests of the Borrower or any direct or indirect parent company of the
Borrower to the extent described in clause (4) of Section 9.5(b) hereof. 
 (c) For purposes of
determining compliance with this Section 9.7: 
 (x) in the event that an item of Indebtedness, Disqualified
Stock or Preferred Stock (or any portion thereof) meets the criteria of more than one of the categories of permitted Indebtedness, Disqualified Stock or Preferred Stock described in clauses (1) through (21) of
Section 9.7(b) or is entitled to be incurred pursuant to Section 9.7(a) hereof, the Borrower, in its sole discretion, shall classify or reclassify such item of Indebtedness, Disqualified Stock or Preferred Stock (or any
portion thereof) and shall only be required to include the amount and type of such Indebtedness, Disqualified Stock or Preferred Stock in clauses (1) through (21) of this Section 9.7(b) or under
Section 9.7(a) hereof; provided that all Indebtedness outstanding under the RBL Credit Agreement and this Agreement on the Closing Date shall be treated as incurred on the Closing Date under clause (1) of
Section 9.7(b) hereof; and 
 (y) at the time of incurrence, the Borrower shall be entitled to divide and
classify an item of Indebtedness in more than one of the types of Indebtedness described in Sections 9.7(a) and 9.7(b) hereof. 

(d) Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount and the payment
of interest or dividends in the form of additional Indebtedness, Disqualified Stock or Preferred Stock shall not be deemed to be an incurrence of Indebtedness, Disqualified Stock or Preferred Stock for purposes of this Section 9.7. Any
Refinancing Indebtedness and any Indebtedness incurred to refinance Indebtedness incurred pursuant to clauses (1) and (12) of Section 9.7(b) hereof shall be deemed to include additional Indebtedness, Disqualified
Stock or Preferred Stock incurred to pay premiums (including reasonable tender premiums), defeasance costs, fees and expenses in connection with such refinancing. 

(e) For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S.
dollar-equivalent principal amount of Indebtedness denominated in another currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed,
in the case of revolving credit debt; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in another currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be
exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing
Indebtedness does not exceed (x) the principal amount of such Indebtedness being refinanced plus (y) the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing.

 The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the
Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing. 

  
 -97- 








 (f) Notwithstanding anything to the contrary, the Borrower shall not, and shall not permit any
Subsidiary Guarantor to, directly or indirectly, incur any Indebtedness that is subordinated or junior in right of payment to any Indebtedness of the Borrower or such Subsidiary Guarantor, as the case may be, unless such Indebtedness is expressly
subordinated in right of payment to the Loans or such Subsidiary Guarantor’s Guarantee to the extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the Borrower or such Subsidiary Guarantor, as the case may
be. 
 9.8. Asset Sales. 

(a) The Borrower shall not, and shall not permit any Restricted Subsidiary to consummate, directly or indirectly, an Asset Sale, unless: 

(1) the Borrower or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at
least equal to the Fair Market Value (as determined at the time of contractually agreeing to such Asset Sale) of the assets sold or otherwise disposed of; and 

(2) except in the case of a Permitted Asset Swap, at least 75% of the aggregate consideration therefor received from such Asset
Sale and all other Asset Sales since February 8, 2012, on a cumulative basis, received by the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash, Cash Equivalents or Additional Assets, or any combination thereof;
provided that the amount of: 
 (A) any liabilities (as reflected on the Borrower’s most recent consolidated
balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been reflected on the Borrower’s consolidated balance sheet or in the footnotes thereto if such
incurrence or accrual had taken place on or prior to the date of such balance sheet, as determined in good faith by the Borrower) of the Borrower, other than liabilities that are by their terms subordinated to the Loans, that are assumed by the
transferee of any such assets (or are otherwise extinguished in connection with the transactions relating to such Asset Sale) and for which the Borrower and all such Restricted Subsidiaries have been validly released by all applicable creditors in
writing, 
 (B) any securities, notes or other obligations or assets received by the Borrower or such Restricted Subsidiary
from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents, or by their terms are required to be satisfied for cash or Cash Equivalents (to the extent of the cash or Cash Equivalents
received), in each case, within 180 days following the closing of such Asset Sale, and 
 (C) any Designated Non-cash
Consideration received by the Borrower or such Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (C) that is
at that time outstanding, not to exceed the greater of (x) $250.0 million and (y) 2.25% of Total Assets at the time of the receipt of such Designated Non-cash Consideration, with the Fair Market Value of each item of Designated Non-cash
Consideration being measured at the time received and without giving effect to subsequent changes in value, 

  
 -98- 








 shall be deemed to be cash for purposes of this provision and for no other purpose. 

(b) Within 450 days after the Borrower’s or any Restricted Subsidiary’s receipt of any Net Asset Sale Proceeds of any Asset Sale, the
Borrower or such Restricted Subsidiary, at its option, may apply the Net Asset Sale Proceeds from such Asset Sale, 
 (1) to permanently
reduce: 
 (A) First Lien Obligations or other Obligations under Senior Indebtedness (other than any Second Lien Obligations
or Junior Lien Obligations) that is secured by a Lien permitted under this Agreement (which Lien is either (x) senior to the Lien of the Loans with respect to the Collateral or (y) on an asset not constituting Collateral (in the case of
this clause (y), such permanent reduction shall only be permitted with the Net Asset Sale Proceeds of an Asset Sale consisting of assets which do not constitute Collateral)), and, in each case, to correspondingly reduce commitments with respect
thereto; 
 (B) Second Lien Obligations of the Borrower or any Restricted Subsidiary (and to correspondingly reduce any
outstanding commitments with respect thereto); provided that to the extent the Borrower or any Restricted Subsidiary reduces or makes an offer to prepay, as applicable, Second Lien Obligations other than the Loans, the Borrower shall equally
and ratably reduce or make an offer to prepay, as applicable, the Loans at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the principal amount of the Loans that would otherwise be prepaid; or 

(C) Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor, other than Indebtedness owed to the Borrower or
another Restricted Subsidiary; 
 (2) to make (a) an Investment in any one or more businesses, provided that such
Investment in any business is in the form of the acquisition of Capital Stock and results in the Borrower or a Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes or continues to
constitute a Restricted Subsidiary, (b) capital expenditures or (c) acquisitions of other property or assets, in each of clauses (a) through (c), that are used or useful in a Similar Business or that replace the
businesses, properties and/or assets that are the subject of such Asset Sale; or 
 (3) to invest in Additional Assets; 

provided that, in the case of clause (2) above, a binding commitment shall be treated as a permitted application of the Net Asset Sale
Proceeds from the date of such commitment so long as the Borrower or such other Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Asset Sale Proceeds will be applied to satisfy such commitment within 180
days after the end of such 450-day period (an “Acceptable Commitment”) and, in the event any Acceptable Commitment is later cancelled or terminated for any reason within such 180-day period and before the Net Asset Sale Proceeds are
applied in connection therewith, the Borrower or such Restricted Subsidiary enters into another Acceptable Commitment (a “Second Commitment”) within 180 days of such cancellation or termination; provided, further, that
if any Second Commitment is later cancelled or terminated for any reason before such Net Asset Sale Proceeds are applied or such Net Asset Sale Proceeds are not applied within such 180-day period, then such Net Asset Sale Proceeds shall constitute
Excess Proceeds. 

  
 -99- 








 (c) Any Net Asset Sale Proceeds that are not invested or applied as provided and within the time
period set forth in Section 9.8(b) shall be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $50.0 million, the Borrower shall make an offer to all Lenders and, if required or
permitted by the terms of any Indebtedness the Liens securing which rank equally and ratably to the Loans (“Equal Priority Indebtedness”), to the holders of such Equal Priority Indebtedness (an “Asset Sale Offer”),
to purchase the maximum aggregate principal amount of the Loans and such Equal Priority Indebtedness that is a minimum of $2,000 or an integral multiple of $1,000 in excess thereof that may be purchased out of the Excess Proceeds at an offer price
in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest and, if applicable, additional interest, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in
this Agreement. In the event that the Borrower or a Restricted Subsidiary prepays any Equal Priority Indebtedness that is outstanding under a revolving credit or other committed loan facility pursuant to an Asset Sale Offer, the Borrower or such
Restricted Subsidiary shall cause the related loan commitment to be reduced in an amount equal to the principal amount so prepaid. The Borrower will commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date
that Excess Proceeds exceed $50.0 million by mailing the notice required pursuant to the terms of this Agreement, with a copy to the Administrative Agent. 

To the extent that the aggregate amount of Loans and any other Equal Priority Indebtedness tendered pursuant to an Asset Sale Offer is less
than the Excess Proceeds, the Borrower may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in this Agreement. If the aggregate principal amount of Loans, or the Equal Priority Indebtedness
surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Administrative Agent shall select the Loans, and such other Equal Priority Indebtedness to be purchased on a pro rata basis (so long as an authorized denomination results
therefrom) based on the accreted value or principal amount of the Loans or such Equal Priority Indebtedness which have been accepted for repayment by the applicable Lender. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds
shall be reset at zero. Additionally, the Borrower may, at its option, make an Asset Sale Offer using proceeds from any Asset Sale at any time after consummation of such Asset Sale; provided that such Asset Sale Offer shall be in an aggregate amount
of not less than $50.0 million. Upon consummation of such Asset Sale Offer, any Net Asset Sale Proceeds not required to be used to purchase Loans shall not be deemed Excess Proceeds. 

(d) Pending the final application of any Net Asset Sale Proceeds pursuant to this Section 9.8, the Borrower or the applicable
Restricted Subsidiary may apply such Net Asset Sale Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise invest such Net Asset Sale Proceeds in any manner not prohibited by this Agreement. 

9.9. Transactions with Affiliates. 

(a) The Borrower shall not, and shall not permit any Restricted Subsidiary to, make any payment to, or sell, lease, transfer or otherwise
dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the
Borrower (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $20.0 million, unless: 

  
 -100- 








 (1) such Affiliate Transaction is on terms that are not materially less favorable
to the Borrower or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Borrower or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis; and 

(2) the Borrower delivers to the Administrative Agent with respect to any Affiliate Transaction or series of related Affiliate
Transactions involving aggregate payments or consideration in excess of $40.0 million, a resolution adopted by the majority of the board of directors of the Borrower approving such Affiliate Transaction and set forth in an Officer’s Certificate
certifying that such Affiliate Transaction complies with clause (1) of this Section 9.9(a). 
 (b)
The provisions of Section 9.9(a) hereof shall not apply to the following: 
 (1) transactions between or among
the Borrower or any of its Restricted Subsidiaries or any entity that becomes a Restricted Subsidiary as a result of such transaction; 

(2) Restricted Payments permitted by Section 9.5 hereof and the definition of “Permitted Investments”;

 (3) (i) the payment of management, consulting, monitoring and advisory fees and related expenses (including
indemnification and other similar amounts) to the Investors pursuant to the Sponsor Management Agreement (plus any unpaid management, consulting, monitoring and advisory fees and related expenses (including indemnification and other similar amounts)
accrued in any prior year) and the termination fees pursuant to the Sponsor Management Agreement, in each case as in effect on the Closing Date, or any amendment thereto (so long as any such amendment is not materially disadvantageous, in the good
faith judgment of the board of directors of the Borrower, to the Lenders when taken as a whole as compared to the Sponsor Management Agreement as in effect on the Closing Date) and (ii) payments by the Borrower or any of its Restricted
Subsidiaries to any of the 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, which payments are
approved by a majority of the board of directors of the Borrower in good faith; 
 (4) the payment of reasonable and
customary fees and compensation paid to, and indemnities and reimbursements and employment and severance arrangements provided on behalf of, or for the benefit of, former, current or future officers, directors, managers, employees or consultants of
Borrower, any direct or indirect parent company of the Borrower or any Restricted Subsidiary; 
 (5) transactions in which
the Borrower or any Restricted Subsidiary, as the case may be, delivers to the Administrative Agent a letter from an Independent Financial Advisor stating that such transaction is fair to the Borrower or such Restricted Subsidiary from a financial
point of view or stating that the terms are not materially less favorable to the Borrower or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Borrower or such Restricted Subsidiary with
an unrelated Person on an arm’s-length basis; 
 (6) any agreement or arrangement as in effect as of the Closing Date,
or any amendment thereto (so long as any such amendment is not disadvantageous in any material respect to the Lenders when taken as a whole as compared to the applicable agreement as in effect on the Closing Date); 

  
 -101- 








 (7) the existence of, or the performance by the Borrower or any Restricted
Subsidiary of its obligations under the terms of, any stockholders agreement or its equivalent (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Closing Date and any similar
agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Borrower or any Restricted Subsidiary of obligations under any future amendment to any such existing agreement or under
any similar agreement entered into after the Closing Date shall only be permitted by this clause (7) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Lenders in any material
respect when taken as a whole; 
 (8) the Transactions and the payment of all fees and expenses related to the Transactions;

 (9) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the
ordinary course of business and otherwise in compliance with the terms of this Agreement which are fair to the Borrower and the Restricted Subsidiaries, in the reasonable determination of the board of directors of the Borrower or the senior
management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; 

(10) the issuance or transfer of Equity Interests (other than Disqualified Stock) of the Borrower to any direct or indirect
parent company of the Borrower or to any Permitted Holder or to any director, manager, officer, employee or consultant (or their respective estates, investment funds, investment vehicles, spouses or former spouses) of the Borrower, any of its direct
or indirect parent companies or any of its Subsidiaries; 
 (11) sales of accounts receivable, or participations therein, in
connection with any Receivables Facility; 
 (12) payments or loans (or cancellation of loans) to employees, directors,
managers or consultants of the Borrower, or any direct or indirect parent company of the Borrower or any Restricted Subsidiary and employment agreements, stock option plans and other similar arrangements with such employees, directors, managers or
consultants which, in each case, are approved by the Borrower in good faith; 
 (13) investments by the Investors in
securities of the Borrower or any Restricted Subsidiary (and the payment of reasonable out-of-pocket expenses incurred by such Investors in connection therewith) so long as (i) the investment is being generally offered to other investors on the
same or more favorable terms and (ii) the investment constitutes less than 5% of the proposed or outstanding issue amount of such class of securities; 

(14) payments to any future, current or former employee, director, officer, manager or consultant of the Borrower, any of its
Subsidiaries or any direct or indirect parent company of the Borrower pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement; and
any employment agreements, stock option plans and other compensatory arrangements (and any successor plans thereto) and any supplemental executive retirement benefit plans or arrangements with any such employees, directors, officers, managers or
consultants that are, in each case, approved by the Borrower in good faith; 

  
 -102- 








 (15) any transaction with a Person (other than an Unrestricted Subsidiary) which
would constitute an Affiliate Transaction solely because the Borrower or a Restricted Subsidiary owns an Equity Interest in or otherwise controls such Person; 

(16) payments by the Borrower (and any direct or indirect parent company of the Borrower) and its Subsidiaries pursuant to tax
sharing agreements among the Borrower (and any direct or indirect parent company of the Borrower) and its 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 of amounts received from Unrestricted Subsidiaries) would be required to pay in respect of foreign, federal, state and local taxes for such fiscal year were the Borrower,
its Restricted Subsidiaries and its Unrestricted Subsidiaries (to the extent described above) to pay such taxes separately from any such direct or indirect parent company of the Borrower; 

(17) any lease entered into between the Borrower or any Restricted Subsidiary, as lessee, and any Affiliate of the Borrower, as
lessor, in the ordinary course of business; 
 (18) intellectual property licenses in the ordinary course of business; and

 (19) customary agreements and arrangements with oil and gas royalty trusts and master limited partnership agreements that
comply with the affiliate transactions provisions of such royalty trust or master limited partnership agreement. 
 9.10. Liens. The
Borrower shall not, and shall not permit any Subsidiary Guarantor to, directly or indirectly, create, incur, assume or suffer to exist any Lien (except Permitted Liens) that secures obligations under any Indebtedness or any related Guarantee, on any
asset or property of the Borrower or any Subsidiary Guarantor, or any income or profits therefrom, or assign or convey any right to receive income therefrom, unless: 

(1) in the case of Liens securing Subordinated Indebtedness, the Loans and related Guarantees are secured by a Lien on such
property, assets or proceeds that is senior in priority to such Liens; or 
 (2) in all other cases, the Loans or the
Guarantees are equally and ratably secured or are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens. 

Any Lien which is granted to secure the Loans under this Section 9.10 shall be discharged at the same time as the discharge of the
Lien (other than through the exercise of remedies with respect thereto) that gave rise to the obligation to so secure the Loans. 
 9.11.
Corporate Existence. Subject to Sections 9.14 and 9.15, the Borrower shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its existence, whether corporate, partnership, limited
liability company or other existence, as the case may be, and the corporate, partnership, limited liability company or other existence of each of its Restricted Subsidiaries, in accordance with the respective organizational documents (as the same
may be amended from time to time) of the Borrower or any such Restricted Subsidiary and (ii) the rights (charter and statutory), licenses and franchises of the Borrower and its Restricted Subsidiaries; provided that the Borrower shall
not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Restricted Subsidiaries, if the Borrower in good faith shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Borrower and its Restricted Subsidiaries, taken as a whole. 

  
 -103- 








 9.12. [Reserved]. 

9.13. Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Borrower shall not permit any of its Wholly-Owned
Subsidiaries that are Restricted Subsidiaries (and non-Wholly-Owned Subsidiaries if such non-Wholly-Owned Subsidiaries guarantee capital markets debt securities of the Borrower or any Subsidiary Guarantor), other than a Subsidiary Guarantor or a
Restricted Subsidiary formed in connection with a Receivables Subsidiary, to guarantee the payment of any Indebtedness of the Borrower or any other Subsidiary Guarantor (other than Indebtedness payable to the Borrower or a Restricted Subsidiary)
unless: 
 (1) such Restricted Subsidiary within 30 days executes and delivers a Guarantee substantially in the form of
Exhibit A hereto providing for a Guarantee by such Restricted Subsidiary, provided that: 
 (a) if the Loans or
such Subsidiary Guarantor’s Guarantee is subordinated in right of payment to such Indebtedness, the Guarantee shall be subordinated to such Restricted Subsidiary’s guarantee with respect to such Indebtedness substantially to the same
extent as the Loans are subordinated to such Indebtedness; and 
 (b) if such Indebtedness is by its express terms
subordinated in right of payment to the Loans or such Subsidiary Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially
to the same extent as such Indebtedness is subordinated to the Loans; and 
 (2) such Restricted Subsidiary waives, and shall
not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Borrower or any other Restricted Subsidiary as a result of any payment by such Restricted
Subsidiary under its Guarantee; 
 provided that this Section 9.13 shall not be applicable to (i) any guarantee of any Restricted
Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary, (ii) any guarantee of a Foreign Subsidiary that does
not guarantee other capital markets debt securities or syndicated Credit Facilities Indebtedness of the Borrower or a Subsidiary Guarantor or (iii) any guarantee of any Immaterial Subsidiary. 

9.14. Merger, Consolidation or Sale of All or Substantially All Assets. 

(a) The Borrower shall not consolidate or merge with or into or wind up into (whether or not the Borrower is the surviving corporation),
or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless: 

(1) either: (x) the Borrower is the surviving entity; or (y) the Person formed by or surviving any such consolidation
or merger (if other than the Borrower) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a Person organized or existing under the laws of the United States, any state thereof, the District of
Columbia or any territory thereof (such Person, as the case may be, being herein called the “Successor Borrower”); 

  
 -104- 








 (2) the Successor Borrower, if other than the Borrower, expressly assumes all the
obligations of the Borrower under the Loans pursuant to a supplemental agreement or other documents or instruments in form reasonably satisfactory to the Administrative Agent; 

(3) immediately after such transaction, no Default exists; 

(4) immediately after giving pro forma effect to such transaction and any related financing transactions, as if such
transactions had occurred at the beginning of the applicable four quarter period, 
 (A) the Successor Borrower would be
permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 9.7(a) hereof, or 

(B) the Fixed Charge Coverage Ratio for the Successor Borrower and the Restricted Subsidiaries would be equal to or greater
than the Fixed Charge Coverage Ratio for the Borrower and the Restricted Subsidiaries immediately prior to such transaction; 

(5) each Subsidiary Guarantor, unless it is the other party to the transactions described above, in which case
Section 9.14(c)(1)(B) hereof shall apply, shall have by supplemental agreement confirmed that its Guarantee shall apply to such Person’s obligations under this Agreement and the Loans; and 

(6) the Borrower shall have delivered to the Administrative Agent an Officer’s Certificate stating that such
consolidation, merger or transfer and such supplemental agreements, if any, comply with this Agreement and, if a supplemental agreement is required in connection with such transaction, such supplement shall comply with the applicable provisions of
this Agreement. 
 (b) The Successor Borrower shall succeed to, and be substituted for the Borrower, as the case may be, under this
Agreement, the Guarantees and the Loans. Notwithstanding clauses (3) and (4) of Section 9.14(a) hereof, 

(1) any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to the
Borrower or any Restricted Subsidiary, and 
 (2) the Borrower may merge with an Affiliate of the Borrower, as the case may
be, solely for the purpose of reincorporating the Borrower in a State of the United States or any state thereof, the District of Columbia or any territory thereof so long as the amount of Indebtedness of the Borrower and its Restricted Subsidiaries
is not increased thereby. 
 (c) Subject to certain limitations described in this Agreement governing release of a Guarantee upon the sale,
disposition or transfer of a Subsidiary Guarantor, no Subsidiary Guarantor shall, and the Borrower shall not permit any Subsidiary Guarantor to, consolidate or merge with or into or wind up into (whether or not the Borrower or Subsidiary Guarantor
is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless: 

  
 -105- 








 (1) (A) such Subsidiary Guarantor is the surviving Person or the Person
formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a Person organized or existing under the
laws of the jurisdiction of organization of such Subsidiary Guarantor or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Subsidiary Guarantor or such Person, as the case may be, being herein
called the “Successor Person”); 
 (B) the Successor Person, if other than such Subsidiary Guarantor,
expressly assumes all the obligations of such Subsidiary Guarantor under this Agreement, such Subsidiary Guarantor’s related Guarantee, and such Subsidiary Guarantor’s obligations under each other Loan Document, in each case, pursuant to
supplemental agreements or other documents or instruments in form reasonably satisfactory to the Administrative Agent; 
 (C)
immediately after such transaction, no Default exists; and 
 (D) the Borrower shall have delivered to the Administrative
Agent an Officer’s Certificate stating that such consolidation, merger or transfer and such supplemental agreements, if any, comply with this Agreement; or 

(2) the transaction is an Asset Sale that is made in compliance with Section 9.8 hereof. 

(d) Subject to certain limitations described in this Agreement, the Successor Person shall succeed to, and be substituted for, such Subsidiary
Guarantor under this Agreement and such Subsidiary Guarantor’s Guarantee. Notwithstanding the foregoing, any Subsidiary Guarantor may (i) merge into or transfer all or part of its properties and assets to another Subsidiary Guarantor or
the Borrower, (ii) merge with an Affiliate of the Borrower solely for the purpose of reincorporating or reorganizing the Subsidiary Guarantor in the United States, any state thereof, the District of Columbia or any territory thereof so long as
the amount of Indebtedness of the Borrower and its Restricted Subsidiaries is not increased thereby or (iii) convert into a Person organized or existing under the laws of the jurisdiction of such Subsidiary Guarantor or the laws of another
jurisdiction in the United States. 
 (e) Notwithstanding anything to the contrary, the transactions contemplated by the Stock Purchase
Agreement shall be permitted without compliance with this Section 9.14. 
 9.15. Successor Corporation Substituted. Upon
any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Borrower in accordance with Section 9.14 hereof, the successor corporation formed by
such consolidation or into or with which the Borrower is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such
consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Agreement referring to the Borrower shall refer instead to the successor corporation and not to the Borrower), and may exercise every right and power of the
Borrower under this Agreement with the same effect as if such successor Person had been named as the Borrower herein; provided that the predecessor Borrower shall not be relieved from the obligation to pay the principal of and interest, if
any, on the Loans except in the case of a sale, assignment, transfer, conveyance or other disposition of all of the Borrower’s assets that meets the requirements of Section 9.14 hereof. 

9.16. Use of Proceeds. All proceeds of the Initial Term Loans will be used by the Borrower and its Subsidiaries to repay a portion of
the Indebtedness under the RBL Credit Agreement and to pay related fees, commissions, expenses (including attorney’s fees and other customary fees), issuance costs, discounts and other costs and expenses to be paid by the Borrower or any of the
Restricted Subsidiaries, as applicable, in connection herewith and therewith. 

  
 -106- 








 9.17. 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 9.17. 
 9.18. 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. 

9.19. Additional Guarantors 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 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 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 9.13) 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 Subsidiary
Guarantor pursuant to Section 9.13), 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 Subsidiary Guarantor (or Person required to become a Subsidiary
Guarantor pursuant to Section 9.13) (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. 

  
 -107- 








 (c) The Borrower agrees that all Indebtedness of the Borrower and each of its Restricted
Subsidiaries that is owing to any Loan Party (or a Person required to become a Subsidiary Guarantor pursuant to Section 9.13) shall be evidenced by the Intercompany Note, which promissory note shall be required to be pledged to the Collateral
Agent (or its agent, designee or bailee in accordance with the First Lien/Second Lien Intercreditor Agreement), for the benefit of the Secured Parties, pursuant to the Pledge Agreement. 

(d) In the event that the Borrower or any Loan Party grants to the First Lien Collateral Agent as security for the First Lien Obligations a
first-priority Lien interest (subject to Liens permitted by Section 9.10) on additional Oil and Gas Properties not already subject to a Lien of the Security Documents, then the Borrower or such Loan Party shall execute and deliver such
mortgages, deeds of trust, security instruments, financing statements and other Security Documents as shall be reasonably necessary to vest in the Collateral Agent a perfected second-priority security interest (subject to Liens permitted by
Section 9.10) in such First Lien Collateral and to have such First Lien Collateral added to the Collateral, and thereupon all provisions of this Agreement relating to the Collateral shall be deemed to relate to such First Lien Collateral to the
same extent and with the same force and effect. 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 Section 9.13 and Sections 9.19(a) and (b). 

9.20. Further Assurances. 

(a) Subject to the applicable limitations set forth in the Security Documents, the Borrower will, and will cause each other Loan 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 Required 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
9.20 as soon as commercially reasonable and by no later than the date set forth in Schedule 9.20 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 Loan Documents. 

  
 -108- 








 9.21. Suspension of Covenants. 

(a) During any period of time that: (1) the Loans have Investment Grade Ratings from both Rating Agencies and (2) no Default has
occurred and is continuing under this Agreement (the occurrence of the events described in the foregoing clauses (1) and (2) being collectively referred to as a “Covenant Suspension Event”), the Borrower and the Restricted
Subsidiaries shall not be subject to the following provisions of this Agreement: 
 (1) Section 9.5; 

(2) Section 9.6; 

(3) Section 9.7; 

(4) Section 9.8; 

(5) Section 9.9; 

(6) 9.13; and 

(7) Section 9.14(a)(4); 

(collectively, the “Suspended Covenants”). Upon the occurrence of a Covenant Suspension Event (the date of such occurrence, the
“Suspension Date”), the amount of Excess Proceeds from Net Asset Sale Proceeds shall be set at zero. In the event that the Borrower and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as
a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraws its Investment Grade Rating or downgrades the rating assigned to the Loan below an Investment Grade Rating or
a Default or an Event of Default occurs and is continuing, then the Borrower and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants with respect to future events. The period of time between the Suspension Date
and the Reversion Date is referred to as the “Suspension Period”. Notwithstanding that the Suspended Covenants may be reinstated, no Default, Event of Default or breach of any kind shall be deemed to exist under this Agreement, the
Security Documents, the Guarantees or any other Loan Documents with respect to the Suspended Covenants, and none of the Borrower or any of its Subsidiaries shall bear any liability for any actions taken or events occurring during the Suspension
Period, or any actions taken at any time pursuant to any contractual obligation arising prior to the Reversion Date, as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension
Period or after that time based solely on events that occurred during the Suspension Period). 
 (b) On the Reversion Date, all Indebtedness
incurred, or Disqualified Stock issued, during the Suspension Period shall be classified to have been incurred or issued pursuant to Section 9.7(b)(3) of this Agreement. On the Reversion Date, all Liens created, incurred or assumed during the
Suspension Period in compliance with this Agreement will be deemed to have been outstanding on the Closing Date, so that they are classified as permitted under clause (7) of the definition of “Permitted Liens.” Calculations made after
the Reversion Date of the amount available to be made as Restricted Payments under Section 9.5 of this Agreement shall be made as though Section 9.5 of this Agreement had been in effect prior to, but not during, the Suspension Period. No
Subsidiaries shall be designated as Unrestricted Subsidiaries during any Suspension Period. 
 (c) The Borrower shall give the Administrative
Agent prompt (and in any event not later than five business days after a Covenant Suspension Event) written notice of any Covenant Suspension Event. In the absence of such notice, the Administrative Agent shall assume the Suspended Covenants apply
and are in full force and effect. The Borrower shall give the Administrative Agent prompt (and in any event not later than five business days after a Covenant Suspension Event) written notice of any occurrence of a Reversion Date. After any such
notice of the occurrence of a Reversion Date, the Administrative Agent shall assume the Suspended Covenants apply and are in full force and effect. 

  
 -109- 








 SECTION 10. [Reserved]  

SECTION 11. Defaults and Remedies 

11.1. Events of Default. 

(I) Any of the following events referred to in any of Sections 11.1(a) through (i) shall constitute an “Event of
Default”: 
 (a) default in payment when due and payable, upon redemption, acceleration or otherwise, of principal
of, or premium, if any, on the Loans; 
 (b) default for 30 days or more in the payment when due of interest on or with
respect to the Loans; 
 (c) a Change of Control shall occur; 

(d) failure by the Borrower or any Guarantor for 60 days after receipt of written notice given by the Administrative Agent or
the Required Lenders to comply with any of its obligations, covenants or agreements (other than a default referred to in clauses (a), (b) and (c) above) contained in this Agreement or the Loans; 

(e) default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced
any Indebtedness for money borrowed by the Borrower or any Restricted Subsidiary or the payment of which is guaranteed by the Borrower or any Restricted Subsidiary, other than Indebtedness owed to the Borrower or any Restricted Subsidiary, whether
such Indebtedness or guarantee now exists or is created after the issuance of the Loans, if both: 
 (i) such default either
results from the failure to pay any principal of such Indebtedness at its stated final maturity (after giving effect to any applicable grace periods) or relates to an obligation other than the obligation to pay principal of any such Indebtedness at
its stated final maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its stated maturity; and 

(ii) the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default
for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregates $125.0 million or more at any one time outstanding; 

(f) failure by the Borrower or any Significant Subsidiary to pay final judgments aggregating in excess of $125.0 million (net
of amounts covered by insurance policies issued by reputable insurance companies for which coverage has not been disclaimed), which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after such judgment
becomes final, and in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed; 

  
 -110- 








 (g) any of the following events with respect to the Borrower or any Significant
Subsidiary: 
 (i) the Borrower or any Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law: 

(A) commences a voluntary case; 

(B) consents to the entry of an order for relief against it in an involuntary case; 

(C) consents to the appointment of a custodian of it or for any substantial part of its property; 

(D) takes any comparable action under any foreign laws relating to insolvency; or 

(ii) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: 

(A) is for relief against the Borrower or any Significant Subsidiary in an involuntary case; 

(B) appoints a custodian of the Borrower or any Significant Subsidiary or for any substantial part of its property; or 

(C) orders the winding up or liquidation of the Borrower or any Significant Subsidiary; 

(D) and the order or decree remains unstayed and in effect for 60 days; or 

(h) the Guarantee of any Significant Subsidiary shall for any reason cease to be in full force and effect or be declared
null and void or any responsible officer of any Guarantor that is a Significant Subsidiary denies that it has any further liability under its Guarantee or gives notice to such effect, other than by reason of the release of any such Guarantee in
accordance with this Agreement; or 
 (i) 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 Loan Party
shall deny or disaffirm in writing any grantor’s obligations under the Security Agreement, the Mortgage or any other Security Document; or 

(j) (i) 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 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 

  
 -111- 








 
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); (ii) there could result from any event or events set forth in subclause (i) of this clause (j) 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 (iii) such lien, security interest or liability will or would be reasonably likely to have a Material Adverse
Effect. 
 (II) In the event of any Event of Default specified in clause (d) of Section 11.1(I) hereof, such Event of
Default and all consequences thereof (excluding any resulting payment default, other than as a result of acceleration of the Loans) will be annulled, waived and rescinded, automatically and without any action by the Administrative Agent or the
Required Lenders, if within 20 days after such Event of Default arose: 
 (a) the Indebtedness or guarantee that is the basis
for such Event of Default has been discharged; or 
 (b) holders thereof have rescinded or waived the acceleration, notice or
action (as the case may be) giving rise to such Event of Default; or 
 (c) the default that is the basis for such Event of
Default has been cured. 
 11.2. Remedies upon Event of Default, Waivers of Past Defaults. 

(a) If any Event of Default (other than an Event of Default specified in clause (g) of Section 11.1(I) hereof) occurs
and is continuing under this Agreement, the Administrative Agent may, and, upon written request of the Required Lenders, shall declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Loans to
be due and payable immediately. Upon the effectiveness of such declaration, such principal and interest shall be due and payable immediately; provided that the remedies contained in this Section 11.2(a) shall be subject to the
terms and conditions contained in the First Lien/Second Lien Intercreditor Agreement. 
 Notwithstanding the foregoing, in the case of an
Event of Default arising under clause (g) of Section 11.1(I) hereof, all outstanding Loans and other Obligations shall be due and payable immediately without further action or notice. 

(b) The Required Lenders by notice to the Administrative Agent may on behalf of all Lenders waive any existing Default and its consequences
hereunder, except a continuing Default in the payment of the principal of, premium, if any, or interest on, any Loans (held by a Non-Consenting Lender) and rescind any acceleration with respect to the Loans and its consequences (provided such
rescission would not conflict with any judgment of a court of competent jurisdiction; and that the Required Lenders may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration. Upon
any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Agreement; but no such waiver shall extend to any subsequent or other Default or impair any
right consequent thereon. 
 11.3. Application of Proceeds. Any amount received by the Administrative Agent or the Collateral Agent
from any Loan 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 11.1(I)(g) or (h) shall be
applied: 

  
 -112- 








 (i) first, to the payment of all reasonable and documented costs and
expenses incurred by the Administrative Agent and/or the Collateral Agent in connection with any collection or sale or otherwise in connection with any Loan Document, including all court costs and the reasonable fees and expenses of its agents and
legal counsel, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent hereunder or under any other Loan Document on behalf of any Loan Party and any other reasonable and documented costs or expenses incurred in
connection with the exercise of any right or remedy hereunder or under any other Loan Document; 
 (ii) second, to the
Secured Parties, an amount (x) equal to all Obligations owing to them on the date of any distribution and 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 amounts thereof; and 
 (iii) third, any surplus then remaining shall be paid to
the applicable Loan Parties or their successors or assigns or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. 

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 Loan 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 Loan 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 Loan 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 Loan Document or otherwise exist against the Administrative Agent. 

(b) The Administrative Agent and each Lender hereby irrevocably designate and appoint the Collateral Agent as the agent with respect to the
Collateral, and each of the Administrative Agent and each Lender irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan 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 Loan 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 or the Lenders, and no
implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Collateral Agent. 

  
 -113- 








 (c) Each of the Joint Lead Arrangers and 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 Loan 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, subagents 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 Loan 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 Loan Party or any officer thereof contained in this Agreement or any other Loan 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 Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan 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 Loan 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 Loan Document, or to inspect the properties, books or records of any Loan
Party or any Affiliate thereof. The Collateral Agent shall not be under any obligation to the Administrative Agent or 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 Loan Document, or to inspect the properties, books or records of any Loan 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 Loan Document unless it shall first receive such advice or concurrence of the Required 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 Loan Documents in accordance with a request of the Required 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 the 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 Loan


  
 -114- 








 
Document or applicable Requirements of Law. For purposes of determining compliance with the conditions specified in Section 6 hereof 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 written 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 Required 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 the
Collateral Agent hereinafter taken, including any review of the affairs of the Borrower or any other Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent or the Collateral Agent to any Lender. Each
Lender represents to the Administrative Agent and the Collateral Agent that it has, independently and without reliance upon the Administrative Agent or the 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 Loan 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 or the 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 Loan 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 Loan Party. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the
Administrative Agent or the Collateral 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 Loan Party that may come into the possession of the Administrative Agent or the Collateral Agent any of their respective officers, directors,
employees, agents, attorneys-in-fact or Affiliates. 
 12.7. Indemnification. The Lenders agree to indemnify each Agent in its
capacity as such (to the extent not reimbursed by the Loan Parties and without limiting the obligation of the Loan Parties to do so), ratably according to their respective portions of the aggregate principal amount of Loans outstanding 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 aggregate
principal amount of Loans outstanding immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, 

  
 -115- 








 
penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time (including at any time following the payment of the Loans) be imposed on,
incurred by or asserted against any Agent in any way relating to or arising out of the Commitments, this Agreement, any of the other Loan 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 an Agent for the payment of any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s, gross negligence or willful misconduct as determined by a final and non-appealable judgment of a
court of competent jurisdiction; provided, further, that no action taken by the Administrative Agent or the Collateral Agent in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders
as shall be required by the Loan Documents) shall be deemed to constitute gross negligence 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 each 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 Loan 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 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 Their 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 Loan Party as though such Agent were not an Agent hereunder and under the other Loan Documents. With respect to the Loans made by it, each Agent shall have the same rights and powers under this
Agreement and the other Loan 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. 

12.9. Successor Agents. The Administrative Agent and Collateral Agent may at any time give notice of its resignation to the Lenders and
the Borrower. Upon receipt of any such notice of resignation, the Required 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 hereof
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 no such successor shall have been so appointed by the Required Lenders and
shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf 

  
 -116- 








 
of the Lenders, appoint a successor Administrative 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 transfer by the retiring (or retired) Agent to the successor Agent of all sums, together with all records and other documents necessary or appropriate in connection with the performance
of the duties of the successor Agent under the Loan 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 Loan 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 Loan Documents, the provisions of this
Section 12 (including Section 12.7 hereof) and Section 13.5 hereof shall continue in effect for the benefit of such retiring Administrative 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 Administrative Agent was acting as an Administrative Agent. 

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 Loan Party
and without limiting the obligation of any applicable Loan 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 Loan Document against any amount due to the Administrative Agent under this Section 12.10. 
 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 Required 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 Required 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 Loan 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 

  
 -117- 








 
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 Required 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. Appointment. 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 clause (g) or (h) of
Section 11.1(I) hereof, 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;

 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. 

(a) Except as expressly set forth in this Agreement, neither this Agreement nor any other Loan 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 Required Lenders may, or, with the written consent of the Required Lenders, the Administrative Agent and/or the Collateral Agent shall, from
time to time, (a) enter into with the relevant Loan Party or Loan Parties written amendments, supplements or modifications hereto and to the other Loan Documents for the purpose of adding any provisions to this Agreement or the other Loan
Documents or changing in any manner the rights of the Lenders or of the 

  
 -118- 








 
Loan Parties hereunder or thereunder or (b) waive in writing, on such terms and conditions as the Required 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 Loan 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, extend the final scheduled maturity date of any Loan or reduce the stated rate (it being understood that only the consent of the Required Lenders shall be necessary to waive any obligation of the Borrower to pay interest at
the Default Rate or amend Section 2.8(c)), 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 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 reduce the percentages specified in the definition of the term “Required Lenders”, consent to the assignment or transfer by the Borrower of its rights and obligations under any Loan Document to which it is a
party (except as permitted pursuant to Section 9.14) 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) 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 (v) 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 (vi) affect the rights or duties of, or any fees or other amounts payable to, any Agent under this Agreement or any other
Loan Document without the prior written consent of such Agent; provided, further, that (A) any waiver, amendment or modification of this Agreement that by its terms affects the rights or duties under this Agreement of Lenders
holding Loans or Commitments of a particular Class (but not the Lenders holding Loans or Commitments of any other Class) may be effected by an agreement or agreements in writing entered into by Holdings, the Borrower and the requisite percentage in
interest of the affected Class of Lenders that would be required to consent thereto under this Section if such Class of Lenders were the only Class of Lenders hereunder at the time and (B) any provision of this Agreement or any other Loan
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 (including, without limitation, amendments, supplements or waivers to any of the
Security Documents, guarantees, intercreditor agreements or related documents executed by any Loan Party or any other Subsidiary in connection with this Agreement if such amendment, supplement or waiver is delivered in order to cause such Security
Documents, guarantees, intercreditor agreements or related documents to be consistent with this Agreement and the other Loan Documents) 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 Required Lenders stating that the Required Lenders object to such amendment; provided
that the consent of the Required Lenders shall not be required to make any such changes necessary to be made in connection with any borrowing of Incremental Term Loans to effect the provisions of Section 2.14 or otherwise to effect the
provisions of Section 2.14 or 2.15 or any clause under “Permitted Liens” relating to Customary Intercreditor Agreements or other intercreditor arrangements. 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 

  
 -119- 








 
Borrower, the Lenders and the Administrative Agent shall be restored to their former positions and rights hereunder and under the other Loan 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. 

(b) Furthermore, the Borrower and the Administrative Agent may amend this Agreement and the other Loan Documents without notice to or consent
of any Lender: (i) to comply with Section 9.14; (ii) to add a Guarantor with respect to the Loans or Collateral to secure the Loans; (iii) to release Collateral or a Subsidiary Guarantee as permitted by this Agreement, the
Security Documents or any Customary Intercreditor Agreements; (iv) to add additional secured creditors holding First Lien Obligations, Second Lien Obligations, or Junior Lien Obligations so long as such obligations are not prohibited by this
Agreement or the Security Documents; (v) to add to the covenants of the Borrower or any Subsidiaries for the benefit of the Lenders or to surrender any right or power herein conferred upon the Borrower or any Subsidiary; to the extent necessary
to integrate any Incremental Loans or Extended Loans as contemplated pursuant to Section 2.14 and 2.15; and to make any change that does not adversely affect the rights of any Lender. 

(c) Any Customary Intercreditor Agreement may be amended without the consent of any Lender or Agent (i) in connection with the permitted
entry into such Customary Intercreditor Agreement of any class of additional secured creditors holding First Lien Obligations, Equal Priority Obligations or Junior Lien Obligations, as applicable, to effectuate such entry into such Customary
Intercreditor Agreement and to make the lien of such class equal and ratable with, or junior or senior to, as applicable, the lien of the First Lien Obligations, Equal Priority Obligations or Junior Lien Obligations or (ii) to otherwise
effectuate the purposes of such Customary Intercreditor Agreement. 
 (d) Each Lender hereunder (x) consents to the amendment of any
Loan Document in the manner and for the purposes set forth in the foregoing clauses (b) and (c) of this Section 13.1, (y) agrees that it will be bound by and will take no actions contrary to the provisions of any amendment to any
Loan Document pursuant to such clauses and (z) authorizes and instructs the Administrative Agent to enter into any amendment to any Loan Document pursuant to such clauses on behalf of such Lender. After an amendment under clauses (b) or
(c) of this Section 13.1 becomes effective, the Borrower shall mail to the Administrative Agent, who shall promptly notify the Lenders, a notice briefly describing such amendment. The failure to give such notice to the Administrative
Agent, or any defect therein, shall not impair or affect the validity of any such amendment. 
 13.2. Notices. Unless otherwise
expressly provided herein, all notices and other communications provided for hereunder or under any other Loan 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 or the Administrative Agent or the Collateral Agent, 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 

  
 -120- 








 (b) if to any 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 and the Administrative Agent
and the Collateral Agent. 
 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 and 5.1 hereof 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 Loan 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 Loan 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 Loan 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
Mayer Brown LLP, in their capacity as counsel to the Joint 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 Loan Documents and any such other documents, including the reasonable
fees, disbursements and other charges of one counsel to the Administrative Agent, the 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), or
such other counsel retained with the Borrower’s consent (such consent not to be unreasonably withheld), (c) to pay, indemnify, and hold harmless each Lender and Agent from, any and all recording and filing fees and (d) to pay,
indemnify, and hold harmless each Lender and Agent and their respective Related Parties from and against any and all other liabilities, obligations, losses, damages, penalties, claims or demands arising out of any 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), relating to the execution, delivery, 

  
 -121- 








 
enforcement, performance and administration of this Agreement, the other Loan 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 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 Loan 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 Loan 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, Section 2.11. 
 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, except that (i) except as expressly permitted by Section 11.3 hereof, 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, 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 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 all
or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent (such consent not be unreasonably withheld or delayed; it being
understood that, without limitation, the Borrower shall have the right to withhold or delay its consent to any assignment if, in order for such assignment to comply with applicable law, the Borrower would be required to obtain the consent of, or
make any filing or registration with, any Governmental Authority) of: 

  
 -122- 








 (A) the Borrower, provided that no consent of the Borrower shall be
required for an assignment to (1) a Lender, an Affiliate of a Lender, an Approved Fund or (2) if an Event of Default under Section 11.1(I)(a), (b), (g) or (h) hereof has occurred and is
continuing, any other assignee; and 
 (B) the Administrative Agent (which consent shall not be unreasonably withheld or
delayed), provided that no consent of the Administrative Agent shall be required for an assignment of any Loan to a Lender, an Affiliate of a Lender or an Approved Fund. 

Notwithstanding the foregoing, no such assignment shall be made to a natural person. 

(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 of any Class, 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 $1,000,000 in excess thereof or, unless each of the Borrower 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(I)(a), (b), (g) or (h) hereof 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; 
 (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative
questionnaire in a form approved by the Administrative Agent (the “Administrative Questionnaire”); and 

(E) any assignment to Holdings, a Borrower, any Subsidiary or an Affiliated Lender shall also be subject to the requirements of
Section 13.6(h). 
 (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 

  
 -123- 








 
party hereto but shall continue to be entitled to the benefits of Sections 2.10, 2.11, 5.4 and 13.5 hereof). 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, the Commitments of, and principal amount of the Loans owing to
each Lender pursuant to the terms hereof from time to time (the “Register”). Further, each Register shall contain the name and address of the Administrative Agent and the lending office through which each such Person acts under this
Agreement. The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent, the Collateral Agent 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 and any 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, or the Administrative Agent, sell participations to one or more banks or
other entities (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 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 Loan 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 clause (i) of the proviso to Section 13.1 that affects such
Participant. Subject to clause (c)(ii) of this Section 13.6, the Borrower agrees that each Participant shall be entitled to the benefits of Section 2.10, 2.11 and 5.4 hereof 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) hereof as though it were a Lender, provided such
Participant agrees to be subject to Section 13.8(a) hereof as though it were a Lender. 
 (ii) A Participant shall not be
entitled to receive any greater payment under Section 2.10, 2.11 or 5.4 hereof 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 

  
 -124- 








 
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 any information relating to a Participant’s interest in any commitments, loans or its other obligations under any Loan Document) except to the extent that such disclosure is necessary to
establish that such commitment, loan 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. 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 I hereto, as the case may be, evidencing the Loans, owing to such Lender. 

(e) Subject to Section 13.16 hereof, 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) SPV Lender.
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 

  
 -125- 








 
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 (i) with 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 (ii) 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 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 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 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). 

(h) Notwithstanding anything to the contrary contained herein, (x) any Lender may, at any time, assign all or a portion of its rights and
obligations under this Agreement in respect of its Loans to Holdings, the Borrower, any Subsidiary or an Affiliated Lender and (y) Holdings, the Borrower and any Subsidiary may, from time to time, purchase or prepay Loans, in each case, on a
non-pro rata basis in accordance with Section 5.1(b); provided that: 
 (i) any Loans acquired by
Holdings, the Borrower or any Subsidiary shall be retired and cancelled promptly upon the acquisition thereof; 
 (ii) by its
acquisition of Loans, an Affiliated Lender shall be deemed to have acknowledged and agreed that: 
 (A) it shall not have any
right to (i) attend (including by telephone) any meeting or discussions (or portion thereof) among the Administrative Agent or any Lender to which representatives of the Borrowers are not then present, (ii) receive any information or
material prepared by the Administrative Agent or any Lender or any communication by or among Administrative Agent and one or more Lenders, except to the extent such information or materials have been made available to the Borrowers or its
representatives (and in any case, other than the right to receive notices of prepayments and other administrative notices in respect of its Loans required to be delivered to Lenders pursuant to Article II), or (iii) make or bring (or
participate in, other than as a passive participant in or recipient of its pro rata benefits of) any claim, in its capacity as a Lender, against the Administrative Agent or any other Lender with respect to any duties or obligations or alleged duties
or obligations of such Agent or any other such Lender under the Loan Documents; 
 (B) except with respect to any amendment,
modification, waiver, consent or other action described in clause (i) of the second proviso of Section 13.1 or that alters an Affiliated Lender’s pro rata share of any payments given to all Lenders, the Loans held


  
 -126- 








 
by an Affiliated Lender shall be disregarded in both the numerator and denominator in the calculation of any Lender vote (and shall be deemed to have been voted in the same percentage as all
other applicable Lenders voted if necessary to give legal effect to this paragraph); 
 (C) if a case under the Bankruptcy
Code is commenced by or against any Loan Party, any plan of reorganization of such Loan Party shall provide (and each Affiliated Lender shall consent thereto) that the vote of any Affiliated Lender (in its capacity as a Lender) with respect to any
plan of reorganization of such Loan Party shall not be counted except that such Affiliated Lender’s vote (in its capacity as a Lender) may be counted to the extent any such plan of reorganization proposes to treat the Obligations held by such
Affiliated Lender in a manner that is less favorable to such Affiliated Lender than the proposed treatment of similar Obligations held by Lenders that are not Affiliates of the Borrower; each Affiliated Lender hereby irrevocably appoints the
Administrative Agent (such appointment being coupled with an interest) as such Affiliated Lender’s attorney-in-fact, with full authority in the place and stead of such Affiliated Lender and in the name of such Affiliated Lender (solely in
respect of Loans and participations therein and not in respect of any other claim or status such Affiliated Lender may otherwise have), from time to time in the Administrative Agent’s discretion to take any action and to execute any instrument
that the Administrative Agent may deem reasonably necessary to carry out the provisions of this clause (C); 
 (D) the
aggregate principal amount of Loans held at any one time by Affiliated Lenders may not exceed 30% of the aggregate principal amount of all Loans outstanding at such time under this Agreement; and 

(E) any such Loans acquired by an Affiliated Lender may, with the consent of the Borrower, be contributed to the Borrower and
exchanged for debt or equity securities that are otherwise permitted to be issued at such time. 
 For the avoidance of doubt, the foregoing
limitations in this clause (h) shall not be applicable to Affiliated Institutional Lenders; provided that for purposes of determining whether the Required Lenders or any other requisite Class vote required by this Agreement have
(i) consented (or not consented) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document or any departure by any Loan Party therefrom, (ii) otherwise acted on any matter related
to any Loan Document, or (iii) directed or required the Administrative Agent, Collateral Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, the aggregate amount of Term
Loans held by Affiliated Institutional Lenders will be excluded to the extent in excess of 49.9% of the amount required to constitute “Required Lenders” (any such excess amount shall be deemed to be not outstanding on a pro rata basis
among all Affiliated Institutional Lenders). 
 13.7. Replacements of Lenders Under Certain Circumstances. 

(a) The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to
Section 2.10 or 5.4 hereof, (b) is affected in the manner described in Section 2.10(a)(iii) hereof and as a result thereof any of the actions described in such Section is required to be taken or (c) becomes a
Defaulting Lender, with a replacement bank or other financial institution, provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default under Section 11.1(I)(a), (b),
(g) or (h) hereof shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall 

  
 -127- 








 
purchase, at par) all Loans and other amounts (other than any disputed amounts), pursuant to Section 2.10, 2.11 or 5.4 hereof, as the case may be) owing to such replaced
Lender prior to the date of replacement, (iv) 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, (v) the replaced
Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 hereof (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein) and
(vi) 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 hereof requires the consent of all of the Lenders affected and with respect to which the Required 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 (a) all Obligations of the Borrower owing to such Non-Consenting Lender being replaced shall be paid in full to such Non-Consenting Lender concurrently with such
assignment and (b) 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 hereof. 

(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 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 11.1(I)(g) or
(h) hereof, 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 Loan Party
pursuant to and in accordance with the express terms of this Agreement and the other Loan Documents, (2) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or Commitments 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
LIBOR Margin in respect of Loans or Commitments of Lenders that have consented to any such extension. Each Loan Party consents to the foregoing and agrees, to the extent it 

  
 -128- 








 
may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Loan Party rights of set-off and
counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan 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 Loan 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 (excluding, for the avoidance of doubt, any Settlement Assets, except to the effect of Settlement Payments such Lender is obligated to make to a third party in respect of such Settlement Assets or
as otherwise agreed in writing between the Borrower and such Lenders). Each Lender agrees promptly to notify the Borrower (and the Loan 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. 

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 Loan Documents represent the agreement
of the Borrower, the Guarantors, the Administrative Agent, the Collateral Agent and the Lenders with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the Borrower, the Administrative
Agent nor any Lender relative to subject matter hereof not expressly set forth or referred to herein or in the other Loan 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
irrevocably and unconditionally: 
 (a) submits for itself and its property in any legal action or proceeding relating to
this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-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; 

  
 -129- 








 (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 hereto at such other address of which the Administrative Agent shall have been notified pursuant to
Section 13.2 hereto; 
 (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 Loan Documents; 
 (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 Loan Document) are an arm’s-length commercial transaction between the Borrower and the other Loan 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 Loan 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 Loan 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 Loan Parties or any of their respective Affiliates, equity holders, creditors or employees
or any other Person; (iii) neither the Administrative Agent, any other Agent nor any Lender has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Borrower or any other Loan 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 Loan Document (irrespective of whether the Administrative Agent or any other Agent or any
Lender has advised or is currently advising any of the Borrower, the other Loan Parties or their respective Affiliates on other matters) and none of the Administrative Agent, any Agent or any Lender has any obligation to any of the Borrower, the
other Loan Parties or their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan 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 

  
 -130- 








 
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 Loan 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 Loan 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 AND EACH LENDER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN. 

13.16. Confidentiality. The Administrative Agent, each other Agent and each 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 Administrative Agent 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) pursuant to the order of any
court or administrative agency or in any pending legal, judicial or administrative proceeding or as otherwise required or requested by any Governmental Authority, regulatory, self-regulatory agency or representative thereof or pursuant to legal
process or applicable Requirements of Law or regulation, (b) to such Lender’s or the Administrative Agent’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 Loan 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 Loan Parties, the Loans and the Loan 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, (e) to a
nationally recognized ratings agency that requires access to information regarding the Loan Parties, the Loans and Loan Documents in connection with ratings issued with respect to a securitization, (f) to the extent that such information
becomes publicly available other than by reason of disclosure in violation of this Section 13.16; (g) to the extent that such information is received from a third party that is not, to such Lender’s, Administrative Agent’s
or other Agent’s knowledge, subject to confidentiality obligations owing to the Borrower or any of its Subsidiaries, (h) to the extent that such information was already in such Lender’s, Administrative Agent’s or other
Agent’s possession prior to entering into this Agreement or is independently developed by such Lender, Administrative Agent or other Agent and (h) for purposes of establishing a “due diligence” defense; provided that
unless specifically prohibited by applicable Requirements of Law, rule or regulation, each Lender, the Administrative Agent 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 or such other Agent, as applicable, by any governmental, regulatory or 

  
 -131- 








 
self-regulatory agency or representative thereof (other than any such request in connection with a routine or ordinary course audit or examination conducted by bank accountants or any
governmental or bank regulatory authority exercising examination or regulatory authority) 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 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 Hedging 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 this Section 13.16. 

13.17. [Reserved]. 
 13.18.
Direct Website Communications. 
 (a) The Borrower may, at its option, provide to the Administrative Agent any information, documents
and other materials that it is obligated to furnish to the Administrative Agent pursuant to the Loan Documents, including, without limitation, all notices, requests, financial statements, financial and other reports, certificates and other
information materials, but excluding any such communication that (A) relates to a request for a new, or a conversion of an existing, borrowing or other extension of credit (including any election of an interest rate or interest period relating
thereto), (B) relates to the payment of any principal or other amount due under the RBL Credit Agreement prior to the scheduled date therefor, (C) provides notice of any default or event of default under this Agreement or (D) is
required to be delivered to satisfy any condition precedent to the effectiveness of the RBL Credit Agreement and/or any borrowing or other extension of credit thereunder (all such non-excluded communications being referred to herein collectively as
“Communications”), by transmitting the Communications in an electronic/soft medium in a format reasonably acceptable to the Administrative Agent to the Administrative Agent at an email address provided by the Administrative Agent
from time to time; 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. 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. Nothing in this Section 13.18 shall prejudice the right of the Borrower, the Administrative Agent, any other Agent or any Lender to give any notice or other communication pursuant to any Loan
Document in any other manner specified in such Loan Document. 
 (b) The Administrative Agent agrees that the receipt of the Communications
by the Administrative Agent at its e-mail address set forth above shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Loan Documents. Each Lender agrees that notice to it (as provided in the next
sentence) specifying that the Communications have been posted to the Platform shall constitute effective delivery of the Communications to such Lender for purposes of the Loan Documents. Each Lender agrees (A) to notify the Administrative Agent
in writing (including by electronic communication) from time to time of such Lender’s e-mail address to which the foregoing notice may be sent by electronic transmission and (B) that the foregoing notice may be sent to such e-mail address.


  
 -132- 








 (c) The Borrower further agrees that any Agent may make the Communications available to the
Lenders by posting the Communications on Intralinks or a substantially similar electronic transmission system (the “Platform”), so long as the access to such Platform (i) is limited to the Agents, the Lenders and Transferees or
prospective Transferees and (ii) remains subject to the confidentiality requirements set forth in Section 13.16. 
 (d) THE
PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR
ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES
OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties” and each an
“Agent Party”) have any liability to the Borrower, any Lender, or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s or the
Administrative Agent’s transmission of Borrower Materials through the internet, except to the extent the liability of any Agent Party resulted from such Agent Party’s (or any of its Related Parties’ (other than any trustee or
advisor)) gross negligence, bad faith or willful misconduct or material breach of the Loan Documents. 
 (e) The Borrower and each Lender
acknowledge that certain of the Lenders may be “public-side” Lenders (Lenders that do not wish to receive material non-public information with respect to the Borrower, its Subsidiaries or their securities) and, if documents or notices
required to be delivered pursuant to the Loan Documents or otherwise are being distributed through the Platform, any document or notice that the Borrower has indicated contains only publicly available information with respect to the Borrower may be
posted on that portion of the Platform designated for such public-side Lenders. If the Borrower has not indicated whether a document or notice delivered contains only publicly available information, the Administrative Agent shall post such document
or notice solely on that portion of the Platform designated for Lenders who wish to receive material nonpublic information with respect to the Borrower, its Subsidiaries and their securities. Notwithstanding the foregoing, the Borrower shall use
commercially reasonable efforts to indicate whether any document or notice contains only publicly available information. 
 13.19. 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 Loan Party, which information includes the name and address of each Loan Party and other information that will allow such Agent and such Lender to identify each Loan Party in
accordance with the Patriot Act. 
 13.20. 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. 

  
 -133- 








 13.21. 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 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. 
 13.22. Release of Liens. Notwithstanding anything to the contrary in the Security Documents: 

(a) Collateral may be released from the Lien and security interest created by the Security Documents to secure the Loans and obligations under
this Agreement at any time or from time to time in accordance with the provisions of the Intercreditor Agreements or as provided hereby. The applicable property and assets included in the Collateral shall be automatically released from the Liens
securing the Loans, and the applicable Subsidiary Guarantor shall be automatically released from its obligations under this Agreement and the Security Documents, under any one or more of the following circumstances or any applicable circumstance as
provided in the Intercreditor Agreements or the Security Documents: 
 (1) to enable a Loan Party and its Subsidiaries to
consummate the disposition of such property or assets to a Person that is not a Loan Party to the extent not prohibited under Section 9.8; 

(2) in respect of the property and assets of a Subsidiary Guarantor, (i) upon the designation of such Subsidiary Guarantor
to be an Unrestricted Subsidiary in accordance with Section 9.5 and the definition of “Unrestricted Subsidiary”, and such Subsidiary Guarantor shall be automatically released from its obligations hereunder and under the Security
Documents or (ii) upon the release of such Subsidiary Guarantee pursuant to Section 13.23; 
 (3) in respect of the
property and assets of a Guarantor, upon the release or discharge of the guarantee by such Guarantor of the Obligations under the Credit Agreement or any other Indebtedness which resulted in the obligation to become a Guarantor; 

(4) in respect of any assets or property constituting Collateral securing First Lien Obligations, upon the release of the
security interests in such assets or property securing any First Lien Obligations, other than in connection with a Discharge (as defined in the First Lien/Second Lien Intercreditor Agreement) of First Lien Obligations; 

(5) to the extent such Collateral is comprised of property leased to a Loan Party, upon termination or expiration of such
lease; 
 (6) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such
other percentage of the Lenders whose consent may be required in accordance with Section 13.1); and 
 (7) as provided
in Section 13.1. 

  
 -134- 








 (b) Notwithstanding the foregoing, if an Event of Default exists on the date of Discharge (as
defined in the First Lien/Second Lien Intercreditor Agreement) of First Lien Obligations, the second priority Liens on the Collateral securing the Loans will not be released, except to the extent such Collateral or any portion thereof was disposed
of in order to repay the First Lien Obligations, and thereafter the Collateral Agent (or another designated representative appointed pursuant to the terms of the Equal Priority Lien Intercreditor Agreement) will have the right to foreclose or direct
the First Lien Agent to foreclose upon the Collateral (but in such event, the Liens on the Collateral securing the First Lien Obligations will be released when such Event of Default and all other Events of Default cease to exist). 

(c) In connection with any termination or release pursuant to this Section 13.22 or a release of a Subsidiary Guarantee pursuant to
Section 13.23, the Collateral Agent shall execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release (including, without
limitation, UCC termination statements), and will duly assign and transfer to such Loan Party, such of the Pledged Collateral (as defined in the Collateral Agreement) that may be in the possession of the Collateral Agent and has not theretofore been
sold or otherwise applied or released pursuant to this Agreement or the Security Documents. Any execution and delivery of documents pursuant to this Section 13.22 shall be without recourse to or warranty by the Collateral Agent. In connection
with any release pursuant to this Section 13.22 or 13.23, the Loan Party shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of UCC termination statements. Upon
the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral
permitted to be released pursuant to this Agreement or the Security Documents or the Senior Lien lntercreditor Agreement. 
 The security
interests in all Collateral securing the Loans also will be released upon payment in full of the principal of, together with accrued and unpaid interest on, the Loans and all other Obligations under this Agreement and the Security Documents that are
due and payable at or prior to the time such principal, together with accrued and unpaid interest, are paid. 
 13.23. Release of
Subsidiary Guarantee. Each Subsidiary’s Subsidiary. Guarantees shall be automatically released upon: 
 (a) the sale, disposition,
exchange or other transfer (including through merger, consolidation, amalgamation or otherwise) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Subsidiary Guarantor is no longer a Restricted
Subsidiary), of the applicable Subsidiary Guarantor if such sale, disposition, exchange or other transfer is made in a manner not in violation of this Agreement; 

(b) the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the definition of “Unrestricted
Subsidiary”; 
 (c) the release or discharge of the guarantee by such Guarantor of the Obligations under the RBL Credit Agreement or
other Indebtedness or the guarantee of any other Indebtedness which resulted in the obligation to guarantee the Loans; 
 (d) discharge of
the Loan Obligations in accordance with the terms hereof; 

  
 -135- 








 (e) such Restricted Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any
pledge or security interest in favor of First Lien Obligations, subject to, in each case, the application of the proceeds of such foreclosure in the manner described in Section 13.22; 

(f) the occurrence of a Covenant Suspension Event and 

(g) as provided in Section 13.1. 
 A
Restricted Subsidiary’s Subsidiary Guarantee shall also be automatically released upon the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness or other
exercise of remedies in respect thereof. 

  
 -136- 








 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/ Philip Cook

							Name: Philip Cook
							Title:   Executive Vice President and Chief
							            Financial Officer

 Signature Page 

Samson Investment Company 
 Second
Lien Term Loan Credit Agreement 








							
							BANK OF AMERICA, N.A., as
							Administrative Agent, Collateral Agent and a Lender
				
					By:		 /s/ Jeffrey Bloomquist

							Name: Jeffrey Bloomquist
							Title:  Managing Director

 Signature Page to the Credit Agreement 







 Schedule 1.1(a) 

Commitments 
  

					
	 Lender
	  	Commitment	 
	 Bank of America, N.A.
	  	$	1,000,000,000	  








 Schedule 1.1(b) 

Excluded Stock 
 None 







 Schedule 1.1(c) 

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
		
	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 Oil & Gas Development, Inc.
		
	33.		Samson Petrofunds, Inc.
		
	34.		Samson R&C Company LLC
		
	35.		Sherwood Group, LP
		
	36.		Snyder Exploration Company








 Schedule 1.1(d) 

Closing Date Subsidiary 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 Lone Star, LLC (formerly known as Samson LS, LLC)
		
	6.		Samson Resources Company
		
	7.		Samson-International, Ltd.








 Schedule 1.1(e) 

Closing Date Mortgaged Properties 
 The following
properties, identified by State, and by County or Parish, will be mortgaged by the Borrower in accordance with Section 9.20(b) of the Credit Agreement. 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 


	 	-	Blaine 


	 	-	Dewey 


	 	-	Harper 


	 	-	Stephens 


	 	-	Woods 

 (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 Lone Star, LLC (formerly known as 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) 


	 	-	Burke 


	 	-	Mountrail 

 (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 


	 	-	LaPlata 

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







 Utah 

	 	-	Uintah 

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








 Schedule 6.3 

Local Counsel 
  

			
	 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	  	
				
	21.	  	PYR Exploration LLC	  	Indirect – 100% ownership	  	
				
	22.	  	PYR Mallard LLC	  	Indirect – 100% ownership	  	









							
	 	  	 Subsidiary
	  	 Direct / Indirect Ownership

Interest of the Borrower
	  	 Indicate Whether Subsidiary is a

Guarantor, Material Subsidiary

and/or Unrestricted Subsidiary

	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 Lone Star, LLC (formerly known as Samson LS, LLC)	  	Indirect – 100% ownership	  	Guarantor; Material Subsidiary
				
	34.	  	Samson Oil & Gas Development, Inc.	  	Indirect – 100% ownership	  	
				
	35.	  	Samson Petrofunds, Inc.	  	Indirect – 100% ownership	  	
				
	36.	  	Samson R&C Company LLC	  	Indirect – 100% ownership	  	
				
	37.	  	Samson Resources Company	  	Direct – 100% ownership	  	Guarantor; Material Subsidiary
				
	38.	  	Samson-International (Australia) PTY Ltd.	  	Indirect – 100% ownership	  	
				
	39.	  	Samson-International, Ltd.	  	Direct – 100% ownership	  	Guarantor; Material Subsidiary
				
	40.	  	SGH Enterprises, Inc.	  	Direct – 100% ownership	  	
				
	41.	  	Sherwood Group, LP	  	Indirect – 100% ownership	  	
				
	42.	  	Snyder Exploration Company	  	Indirect – 100% ownership	  	
				
	43.	  	SPI Resources, Inc. (formerly known as Samson Properties Incorporated)	  	Direct – 100% ownership	  	








 Schedule 8.18 

Closing Date Gas Imbalances 
 [See
Attached.] 








 Schedule 8.18 

Closing Date Gas Imbalances 
  


																			
	 WELLHEAD GAS IMBALANCES
		 		 		 		 		 		 	 
	 TOTAL
		12,108,313																
									
	 LEASE #
		 LEASE NAME
		 OPERATOR NAME
		 WELL STATUS
		 STATE
		 COUNTY
		 LEGAL DESCRIPTION
		 PRODUCTION

MONTH
		NET
IMBALANCE	 
	 013116
		A CROSS RANCH #4-12		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		12-13N-22W		201204		 	4,793	  
	 013266
		A CROSS RANCH #6-12		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		12-13N-22W		201204		 	1,518	  
	 001005
		ABRAHAM UNIT #1-22		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		22-14N-26W		201204		 	85,855	  
	 042961
		A-CROSS RANCH #10-12		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		12-13N-22W		201204		 	2,824	  
	 041740
		A-CROSS RANCH #9-12		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		12-13N-22W		201204		 	4,274	  
	 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		201203		 	63	  
	 004104
		ADAMS UNIT		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		HARPER		29-28N-24W		201204		 	(514	) 
	 005662
		AGAN #1-23		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		23-12N-16W		201203		 	569	  
	 036152
		AIMERITO #1 LOWER		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		27-5N-16E		201203		 	(9,236	) 
	 036314
		AIMERITO #1 UPPER		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		27-5N-16E		201203		 	(52,306	) 
	 006541
		AITKENHEAD #1-259		SAMSON LONE STAR, LLC		SHUT DOWN OR T&A		TEXAS		HEMPHILL		259, BLK C G&M MB&A SURVEY		201204		 	8,063	  
	 006540
		AITKENHEAD #2-20		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		20, BLK Z-1 BS&F SURVEY S/2		201204		 	451	  
	 004688
		ALBERT #4-3 (CHASE)		KAISER-FRANCIS OIL COMPANY		PRODUCING WELL		OKLAHOMA		BEAVER		3-SN-26ECM		201204		 	(289	) 
	 003720
		ALDRIDGE #3		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		HASKELL		6-7N-20E		201204		 	1,197	  
	 001026
		ALEXANDER		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 3 B&B SURVEY		201204		 	3,303	  
	 005755
		ALEXANDER #1-7		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		TEXAS		HEMPHILL		7 BLK A-1 H&GN SURVEY		201203		 	1,874	  
	 008763
		ALEXANDER #2		WAGNER OIL COMPANY		SHUT DOWN OR T&A		TEXAS		CHEROKEE		S. JARBOE A-468		201201		 	20,242	  
	 021029
		ALEXANDER 1-11		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		11-8N-20W		201204		 	9,824	  
	 040077
		ALEXANDER 17 #1-ALT		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		17-18N-08W		201204		 	2,333	  
	 005373
		ALEXANDER GAS UNIT #1		WAGNER OIL COMPANY		PRODUCING WELL		TEXAS		CHEROKEE		S. JARBOE A-468, J. BLANTON A-9		201203		 	(22,378	) 
	 035245
		ALFORD 1 ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		34 18N 9W SW SW NE		201204		 	5,992	  
	 032255
		ALFORD E B GU #1		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		RUSK		E C YOUNG SVY, A-879		201204		 	2,329	  
	 032360
		ALFORD E B GU #2		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		RUSK		E C YOUNG SVY, A-879		201204		 	(10,995	) 
	 005175
		ALLEE #1-4		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		ROGER MILLS		4-13N-21W		201204		 	(51,670	) 
	 035020
		ALLEN #3-11		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		11-13N-22W		201204		 	(121	) 
	 036661
		ALLEN #4-20		KAISER-FRANCIS OIL COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		20-13N-21W		201204		 	753	  
	 031019
		ALLEN RANCH #1-11		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		CADDO		11-6N-9W		201204		 	496	  
	 031194
		ALLEN RANCH #1-2		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		CADDO		2-6N-9W		201204		 	3,601	  
	 034488
		ALLEN RANCH #2-2		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		CADDO		2-6N-9W		201204		 	567	  
	 006379
		ALLEN, JOE #1-11		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		ROGER MILLS		11-13N-22W		201204		 	(1,429	) 
	 021043
		ALLGOOD UNIT 1-1		APACHE CORPORATION		PRODUCING WELL		TEXAS		UPSHUR				201112		 	2,259	  
	 001053
		ALLIANCE TRUST #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		HASKELL		2-7N-20E		201204		 	596	  
	 038333
		ALLISON #1-21		NEWFIELD EXPLORATION MID CONT		PRODUCING WELL		OKLAHOMA		ROGER MILLS		21-12N-25W		201204		 	(914	) 
	 005443
		AMANT #1-32		MARATHON OIL COMPANY		PRODUCING WELL		OKLAHOMA		CUSTER		32-15N-19W		201204		 	577	  
	 036342
		AMOS 1-29		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		BECKHAM		29-10N-24W		201204		 	(17,648	) 
	 030658
		ANDERSON #1-13		MARATHON OIL COMPANY		PRODUCING WELL		OKLAHOMA		STEPHENS		13-2N-5W		201204		 	(81	) 
	 005688
		ANDERSON #1-32		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		GRADY		32-6N-8W		201204		 	(376	) 
	 031106
		ANDREWS #1		MEWBOURNE OIL		PRODUCING WELL		OKLAHOMA		BEAVER		19-4N-25ECM		201203		 	11,693	  
	 003902
		ANN #1-34		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		WOODWARD		34-20N-21W		201204		 	(42,387	) 
	 008259
		ARCHER A #1		QUANTUM RESOURCES MANAGEMENT		PRODUCING WELL		TEXAS		HUTCHINSON		SECT 31, MCLAUGHLIN SVY		201204		 	6,890	  
	 037576
		ARLINE #1-25		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		BLAINE		25-19N-12W		201204		 	536	  
	 006361
		ARMSTRONG #1-29		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		29-12N-23W		201204		 	45,432	  
	 006732
		ARMSTRONG 2-14		NEWFIELD EXPLORATION MID CONT		APO ONLY		OKLAHOMA		ROGER MILLS		14-12N-24W		201204		 	1,102	  
	 033637
		ARMSTRONG A #1-30		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		BECKHAM		30-11N-22W		201204		 	(9,330	) 
	 034673
		ARRINGTON #11-64		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		TEXAS		HEMPHILL		SEC 64, BLK A-2, H&GN RR CO		201111		 	—  	  
	 007986
		ARRINGTON RANCH #2-53		DEVON ENERGY PRODUCTION, CO LP		ABANDONED WELL		TEXAS		HEMPHILL		SEC 53 BLK A-2 H&GN RR CO SUR		200912		 	(329	) 
	 001084
		ARRINGTON, FRENCH #1&2		APACHE CORPORATION		SHUT DOWN OR T&A		TEXAS		HEMPHILL		SEC 54 BLOCK A-2 H&GN RR SURV		201201		 	(2,839	) 
	 006337
		ARRINGTON, FRENCH #7-54		APACHE CORPORATION		PRODUCING WELL		TEXAS		HEMPHILL		SEC 54 BLK A-2 H&GN SVY		201201		 	(8,106	) 
	 011036
		ARTHUR 2-6		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		6-38N-90W		201203		 	(18,851	) 
	 026571
		ASHBY, EVA #10-29		NOBLE ENERGY INC		PRODUCING WELL		OKLAHOMA		CUSTER		29-13N-14W		201204		 	(1,230	) 
	 026640
		ASHBY, EVA #12-29		NOBLE ENERGY INC		PRODUCING WELL		OKLAHOMA		CUSTER		29-13N-14W		201204		 	1,118	  
	 026607
		ASHBY, EVA #13-29		NOBLE ENERGY INC		PRODUCING WELL		OKLAHOMA		CUSTER		29-13N-14W		201204		 	8,926	  
	 026556
		ASHBY, EVA #8-29		NOBLE ENERGY INC		PRODUCING WELL		OKLAHOMA		CUSTER		29-13N-14W		201204		 	1,471	  
	 026557
		ASHBY, EVA #9-29		NOBLE ENERGY INC		PRODUCING WELL		OKLAHOMA		CUSTER		29-13N-14W		201204		 	1,322	  
	 044764
		ATTEBERRY #2-15H		XTO ENERGY INC.		PRODUCING WELL		OKLAHOMA		PITTSBURG		15-04N-14E		201203		 	(1,496	) 
	 012502
		AUSTIN #1-33		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		33-39N-90W		201203		 	(15,375	) 
	 012711
		AUSTIN #2-33		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		33-39N-90W		201203		 	2,799	  
	 034564
		AWG #1-36		SEECO, INC		PRODUCING WELL		ARKANSAS		FRANKLIN		36-10N-27W		201204		 	393	  
	 030975
		BAIRD #1-11		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		11-9N-18W		201204		 	5,789	  
	 034492
		BAKER #1-22 ST-1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		GRADY		22-4N-7W		201204		 	(221,534	) 
	 006118
		BAKER UNIT 1-34		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		CADDO		34-11N-11W ALL		201204		 	(50,467	) 
	 007143
		BAKER-FLENNER #1-20		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		20-12N-23W		201204		 	7,066	  
	 040215
		BAKKE WIATT 1-A		OSBORN HEIRS COMPANY		PRODUCING WELL		KANSAS		KEARNY		09-24S-38W		201202		 	653	  
	 043408
		BALDY BUTTE 11-8-17-92		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		WYOMING		CARBON		08-17N-92W		201203		 	(369	) 
	 042038
		BALDY BUTTE 3A-8-17-92		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		WYOMING		CARBON		08-17N-92W		201203		 	(849	) 
	 036669
		BALDY BUTTE 8-8-17-92		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		WYOMING		CARBON		08-17N-92W		201203		 	(194	) 
	 043406
		BALDY BUTTE 9-8-17-92		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		WYOMING		CARBON		08-17N-92W		201203		 	(762	) 
	 039316
		BALM #1H-14		NEWFIELD EXPLORATION MID CONT		PRODUCING WELL		OKLAHOMA		COAL		14-02N-11E		201204		 	149	  
	 011053
		BALZER 1-26		CORY, KENNETH W.		PRODUCING WELL		OKLAHOMA		TEXAS		26-4N-17E		201204		 	(15,182	) 
	 036626
		BANDY #4-13		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		ROGER MILLS		13-12N-21W		201204		 	8,391	  
	 033418
		BANJO #1-31		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		31-13N-16W		201204		 	(144	) 
	 036415
		BANK OF MINDEN #2-ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		03-17N-09W		201204		 	114	  
	 035642
		BANK OF MINDEN TRUST 1		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		3-17N-9W		201204		 	497	  
	 011054
		BANKS 1-20		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		20-14N-20W		201204		 	191	  
	 006001
		BARBARA #1-16		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		ROGER MILLS		16-15N-21W		201204		 	44	  
	 003443
		BARKER, GLEN		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		ARKANSAS		FRANKLIN		30-7N-28W		201204		 	194	  
	 011057
		BARKER, ROY #1 HB		QUANTUM RESOURCES MANAGEMENT		SHUT DOWN OR T&A		OKLAHOMA		ROGER MILLS		2-13N-26W		201201		 	(5,858	) 
	 008930
		BARROW #1-31		LINN OPERATING INC.		PRODUCING WELL		OKLAHOMA		CADDO		31-10N-11W		201204		 	(466	) 
	 008498
		BARROW #1-8		MARATHON OIL COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		8-9N-19W		201204		 	(261	) 
	 034622
		BARROW #2-31		LINN OPERATING INC		PRODUCING WELL		OKLAHOMA		CADDO		NW/SE SEC 31-10N-11W		201204		 	(2,177	) 
	 007025
		BARTON JOE #1		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		LIPSCOMB		SEC 974 BLK 43 H&TC RR CO SUR		201204		 	409	  
	 037038
		BASEY #1 âMVã		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		05-33N-9W		201204		 	(15,199	) 
	 037039
		BASEY 1A âMVã		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		05-33N-9W		201204		 	(29,516	) 
	 006244
		BASSETT #1-24		SAMSON RESOURCES COMPANY		SHUT DOWN OR T&A		OKLAHOMA		GRADY		24-8N-6W CNE		201201		 	13,982	  
	 032257
		BASSETT WILLIAM P GU #1		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		TEXAS		RUSK		JAMES W BRANC SVY, A-116H		201203		 	15,660	  
	 032258
		BASSETT WILLIAM P GU #2		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		TEXAS		RUSK		MCWILLIAMS M SVY, A-565		201203		 	(261	) 
	 032259
		BASSETT WILLIAM P GU #3		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		TEXAS		RUSK		LANE ROBERT L SVY, A-504		201203		 	3,470	  
	 032288
		BASSETT WILLIAM P GU #4		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		TEXAS		RUSK		FLETCHER GEORGE SVY, A-295		201203		 	4,076	  
	 034214
		BASSETT WILLIAM P GU #6		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		RUSK		R LANE SVY, A-504		201203		 	24,360	  









 Schedule 8.18 

Closing Date Gas Imbalances 
  


																			
	 WELLHEAD GAS IMBALANCES
		 		 		 		 		 		 	 
	 TOTAL
		12,108,313																
									
	 LEASE #
		 LEASE NAME
		 OPERATOR NAME
		 WELL STATUS
		 STATE
		 COUNTY
		 LEGAL DESCRIPTION
		 PRODUCTION

MONTH
		NET
IMBALANCE	 
	 035085
		BATES 1		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		22 18N 8W N2 SW NE		201204		 	3,704	  
	 007892
		BATTIEST #1-11		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		STEPHENS		11-1N-5W		201204		 	(3	) 
	 004292
		BATTLES #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		21-4N-14E		201204		 	3,674	  
	 025596
		BAUGHN #1-18		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		STEPHENS		18-2N-7W		201203		 	(56	) 
	 025852
		BAUGHN #2-18		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		STEPHENS		18-02N-07W		201204		 	(67	) 
	 039823
		BEACHY #3		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CUSTER		04-14N-14W (SW/4)		201204		 	2,351	  
	 021165
		BEACHY 1		SAMSON RESOURCES COMPANY		SHUT DOWN OR T&A		OKLAHOMA		CUSTER		4-14N-14W		201201		 	414	  
	 021166
		BEACHY 2		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CUSTER		4-14N-14W		201204		 	14,047	  
	 030329
		BEALS 1-26		MERIT ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		26-16N-23W		201203		 	(8,138	) 
	 012689
		BEARD #7-2		CONOCOPHILLIPS COMPANY		SHUT DOWN OR T&A		WYOMING		FREMONT		2-38N-90W		201203		 	(3,964	) 
	 037041
		BEASTON #2		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		32-34N-9W		201204		 	1,893	  
	 037042
		BEASTON #2A		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		32-34N-9W		201204		 	8,992	  
	 035587
		BEATTY #2		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		34 18N 9W NW SE SW		201204		 	754	  
	 035297
		BEATTY ET AL 1		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		34 18N 9W SW SW SW		201204		 	336	  
	 003786
		BEATY #1		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		LE FLORE		33-10N-27E		201202		 	851	  
	 031193
		BECK #1-19		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		CUSTER		19-12N-20W		201204		 	368	  
	 032874
		BECK, J.D. #1-18		BP AMERICA PRODUCTION COMPANY		APO ONLY		OKLAHOMA		CUSTER		18-12N-20W		201201		 	(6,791	) 
	 039525
		BECKI #1-36		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		36-14N-25W		201204		 	1,697	  
	 039788
		BEGERT #38-1		GRANITE OPERATING CO		APO ONLY		TEXAS		HEMPHILL		SEC 38 BLK A-1 H&GN RR CO SVY		201202		 	169	  
	 008860
		BELCHER		KAISER-FRANCIS OIL COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		25,26,35,36-5N-11W		201203		 	911	  
	 021177
		BELCHER UNIT A O #1		FOREST OIL CORPORATION		PRODUCING WELL		OKLAHOMA		CADDO		23-5N-11W		201203		 	2,089	  
	 006544
		BELL UNIT #1		CIMAREX ENERGY CO.		PRODUCING WELL		TEXAS		HEMPHILL		18 BLK M-1 H&GN SURVEY		201203		 	628	  
	 045960
		BEN & GWEN #1-27H		CHESAPEAKE OPERATING, INC		PRODUCING WELL		OKLAHOMA		WASHITA		27-11N-17W		201203		 	1,302	  
	 035270
		BENNETT A-1		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		21 18N 8W SW SE NE		201203		 	(88	) 
	 034216
		BENNIE #1-17		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		ROGER MILLS		17-12N-21W		201204		 	873	  
	 011076
		BENNIGHT 2-28		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		PITTSBURG		28-8N-17E		201204		 	914	  
	 001158
		BERENDS		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BEAVER		33-6N-28ECM		201204		 	6,308	  
	 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		201203		 	6,798	  
	 001167
		BERRY #1-7		QUANTUM RESOURCES MANAGEMENT		PRODUCING WELL		OKLAHOMA		ROGER MILLS		7-13N-24W		201204		 	22,102	  
	 001168
		BERRY #1-8		QUANTUM RESOURCES MANAGEMENT		PRODUCING WELL		OKLAHOMA		ROGER MILLS		8-13N-24W		201204		 	280,897	  
	 042953
		BERRY #2R-12		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		12-13N-25W		201204		 	(11,700	) 
	 007868
		BERRY, BRYAN 1-6 L		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		6-13N-24W		201204		 	(251	) 
	 004972
		BERRYMAN #1-19 (SWIFT)		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ELLIS		19-19N-23W		201204		 	2,899	  
	 004971
		BERRYMAN #1-30		KAISER-FRANCIS OIL COMPANY		PRODUCING WELL		OKLAHOMA		ELLIS		30-19N-23W		201204		 	2,352	  
	 005215
		BERRYMAN #2-19		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ELLIS		19-19N-23W		201204		 	39,642	  
	 021190
		BERRYMAN 1-4		CISCO OPERATING LLC		PRODUCING WELL		OKLAHOMA		ELLIS		4-18N-23W		201203		 	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		201204		 	824	  
	 007060
		BERRYMAN, JAMES F #1		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		ELLIS		16-17N-23W		201204		 	11,679	  
	 034854
		BETTY ANNE #1-11		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		BEAVER		11-1N-27ECM		201204		 	4,798	  
	 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		201204		 	2	  
	 004829
		BEUTLER #1-13		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		13-12N-21W		201204		 	5,594	  
	 037285
		BEUTLER #5-13		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		ROGER MILLS		13-12N-21W		201204		 	4,456	  
	 031169
		BEVERLY ANN #11-2		MARATHON OIL COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		2-14N-22W		201204		 	(1,680	) 
	 037045
		BIG JOHN 33-7-10 #3		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		10-33N-7W E/2		201204		 	(11	) 
	 038612
		BIG JOHN 33-7-10 #4		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		10-33N-07W E/2		201204		 	716	  
	 030097
		BIGGER #1-6		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		PITTSBURG		6-3N-14E		201203		 	2,419	  
	 004295
		BIGGERS A #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		8-3N-14E		201204		 	16,293	  
	 003333
		BIGGERSTAFF #1-27		OGP OPERATING, INC.		PRODUCING WELL		ARKANSAS		CRAWFORD		27-9N-31W		201204		 	(935	) 
	 040438
		BINGHAM #1-12		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		WOODWARD		12-24N-18W		201204		 	6,961	  
	 001187
		BINZ #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		ARKANSAS		LOGAN		20-8N-26W		201204		 	792	  
	 045670
		BLACK #49-3H		LINN OPERATING INC		PRODUCING WELL		TEXAS		WHEELER		SEC 49 BLK A3 H&GN SVY		201204		 	3,234	  
	 046011
		BLACK #50-3H		NEWFIELD EXPLORATION MID CONT		PRODUCING WELL		TEXAS		WHEELER		SEC 31 BLK A3 H&GN SVY (SHL)		201204		 	95,125	  
	 044232
		BLACK BEAR #1		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		HASKELL		21-07N-20E		201203		 	(5,185	) 
	 012856
		BLACK WOLF #4-28		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		CUSTER		28-14N-20W		201204		 	5,359	  
	 006691
		BLACK WOLF 1-28		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		CUSTER		28-14N-20W		201204		 	(3,337	) 
	 011090
		BLACK WOLF 2-28		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		CUSTER		28-14N-20W		201203		 	4,865	  
	 006809
		BLANC 1-1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CANADIAN		1-11N-8W		201204		 	2,259	  
	 033353
		BLANTON #7-9		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		9-9N-19W		201204		 	648	  
	 043293
		BLANTON 7-4		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		04-09N-19W		201204		 	(12,578	) 
	 035098
		BLOXOM, T C ET AL 1 ALT		SAMSON CONTOUR ENERGY E&P, LLC		SHUT DOWN OR T&A		LOUISIANA		WEBSTER		5 17N 9W NE SW NE		201201		 	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		201204		 	1,618	  
	 004296
		BLUE CREEK #1-7		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		OKLAHOMA		PITTSBURG		7-2N-14E		201203		 	(40	) 
	 004160
		BLUE CREEK #1-8 (HUNTON)		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		OKLAHOMA		PITTSBURG		8-2N-14E		201203		 	43,440	  
	 043182
		BLUE CREEK #1H-7		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		07-02N-14E		201204		 	4,311	  
	 004046
		BLUE CREEK #2-7		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		7-2N-14E		201204		 	11,886	  
	 001204
		BOARDWALK #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		7-4N-15E		201204		 	3,353	  
	 013559
		BOATMAN #2-23		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ELLIS		23-23N-24W		201204		 	22,053	  
	 043792
		BOATSMAN 2-4H		PENN VIRGINIA MC ENERGY LLC		PRODUCING WELL		OKLAHOMA		WASHITA		04-11N-16W		201201		 	5,288	  
	 001205
		BOBO UNIT #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		16-5N-17E		201204		 	4,582	  
	 035053
		BODCAW 1 ALT		SAMSON CONTOUR ENERGY E&P, LLC		SHUT DOWN OR T&A		LOUISIANA		WEBSTER		35 18N 9W SE NW SW		201103		 	(3,308	) 
	 036756
		BODCAW LUMBER CO #2 ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		35-18N-09W		201204		 	3,851	  
	 005692
		BOEHS #2-4		COMANCHE PRODUCTION, INC.		PRODUCING WELL		OKLAHOMA		MAJOR		4-20N-15W		201202		 	(310	) 
	 006330
		BOGGES #2-29		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		OKLAHOMA		ROGER MILLS		29-13N-22W		201203		 	5,665	  
	 033083
		BOGGES #3-29		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		OKLAHOMA		ROGER MILLS		29-13N-22W		201203		 	141	  
	 035980
		BOGGES #4-29		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		OKLAHOMA		ROGER MILLS		29-13N-22W		201203		 	20	  
	 011098
		BOGGES 1-21		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		21-13N-22W		201204		 	1,261	  
	 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		201204		 	(25,812	) 
	 034657
		BOGGS #2-3		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		ROGER MILLS		3-12N-23W		201204		 	146	  
	 021231
		BOLLINGER A-1		NADEL & GUSSMAN OPERATING		PRODUCING WELL		OKLAHOMA		CANADIAN		26-11N-8W		201203		 	(7,259	) 
	 003360
		BOLLINGER TR#1		SAMSON RESOURCES COMPANY		PRODUCING WELL		ARKANSAS		FRANKLIN		19-7N-28W		201204		 	130,587	  
	 037046
		BONDAD 33-10 #9		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		01-33N-10W		201204		 	24,714	  
	 037047
		BONDAD 33-10 #9A (MV)		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		01-33N-10W		201204		 	3,527	  
	 037048
		BONDAD 33-9 #20		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		05-33N-9W		201204		 	13,913	  
	 026744
		BONICELLI #1-35H		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		HUGHES		35-04N-11E		201203		 	2,570	  
	 021238
		BOOTH 2-22		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		STEPHENS		22-2N-8W		201203		 	(36,831	) 
	 042881
		BOTTOMS 2-23		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		23-14N-23W		201204		 	(95	) 









 Schedule 8.18 

Closing Date Gas Imbalances 
  


																			
	 WELLHEAD GAS IMBALANCES
		 		 		 		 		 		 	 
	 TOTAL
		12,108,313																
									
	 LEASE #
		 LEASE NAME
		 OPERATOR NAME
		 WELL STATUS
		 STATE
		 COUNTY
		 LEGAL DESCRIPTION
		 PRODUCTION

MONTH
		NET
IMBALANCE	 
	 021248
		BOWIE 3-9 (ANSON’S)		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		WASHITA		9-8N-20W		201203		 	(26,728	) 
	 034164
		BOWMAN #7		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		20-5N-17E		201202		 	4,640	  
	 004248
		BOWMAN, PAULINE #1		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		20-5N-17E		201202		 	436	  
	 004392
		BOWMAN, PAULINE #3		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		20-5N-17E		201203		 	13,256	  
	 005980
		BOWMAN, PAULINE #5		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		20-5N-17E		201202		 	21,678	  
	 030003
		BOX #3-13 #1C & #1T		SAMSON RESOURCES COMPANY		PRODUCING WELL		ALABAMA		LAMAR		3-16S-16W		201204		 	96,939	  
	 032828
		BOX 3-13 #2		SAMSON RESOURCES COMPANY		PRODUCING WELL		ALABAMA		LAMAR		W/2 SEC 3-16S-16W		201204		 	(17,174	) 
	 007507
		BOYD AE 2		SHERIDAN PRODUCTION CO LLC		PRODUCING WELL		OKLAHOMA		HARPER		19-26N-24W		201204		 	789	  
	 035182
		BOYET 1 ALT		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		24 18N 9W SW SE SE		201203		 	294	  
	 035320
		BOYET 2 ALT		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		24 18N 9W SW NE SE		201203		 	(1,453	) 
	 036347
		BRACKIN 4 #1-ALT		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		04-17N-09W		201203		 	145	  
	 001243
		BRADFORD #1A		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		LIPSCOMB		SEC 686 BLK 43 H&TC RY CO		201204		 	499	  
	 003798
		BRADFORD 8 #1		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		TEXAS		LIPSCOMB		687, BLK 43,H&TC SVY		201204		 	48	  
	 011104
		BRADFORD, E.L. 19-15		SAMSON RESOURCES COMPANY		PRODUCING WELL		ALABAMA		LAMAR		19-16S-15W		201204		 	27,054	  
	 008723
		BRADFORD, R.C. #2-A		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		LIPSCOMB		SEC 686 BLK 43 H&TC SURVEY		201204		 	23,632	  
	 008274
		BRADFORD, R.C. #3-A		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		LIPSCOMB		SEC 686 BLK 43 H&TC RR SVY		201204		 	12,893	  
	 004890
		BRADLEY #2-6		RANGE HOLDCO INC.		PRODUCING WELL		OKLAHOMA		WOODWARD		6-24N-18W		201204		 	101	  
	 007866
		BRADSHAW, M.G. #1-27		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		27-14N-24W		201204		 	360	  
	 037388
		BRASWELL #8-5		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		08-17N-09W		201204		 	78,264	  
	 035644
		BRASWELL 8 #1 ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		8-17N-9W		201204		 	36,750	  
	 036111
		BRASWELL 8 #2 ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		8-17N-9W		201204		 	1,495	  
	 036508
		BRASWELL 8 #3 ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		08-17N-09W		201204		 	6,696	  
	 036678
		BRASWELL 8 #4 ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		08-17N-09W		201204		 	8,848	  
	 035313
		BRASWELL ET AL 1		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		5 17N 9W SE SE NW		201204		 	282	  
	 030100
		BRAZIL #1-24		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		24-4N-15E		201204		 	2,229	  
	 036039
		BRAZIL #2-24		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		24-4N-15E		201204		 	(6	) 
	 036367
		BRAZIL #3-24		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		24-04N-15E		201204		 	1,687	  
	 036194
		BRAZZEL 16 #1 & 16 #1D AL		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		201204		 	10,054	  
	 006363
		BRITT #1-29		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		WHEELER		SEC 29 BLK RE ROBERTS & EDDLEM		201204		 	3,771	  
	 044657
		BRITT E 8SL-11		NEWFIELD EXPLORATION MID CONT		PRODUCING WELL		TEXAS		WHEELER		SEC 8 BLK 2 B&B SVY		201204		 	191	  
	 044658
		BRITT E 8SL-12		NEWFIELD EXPLORATION MID CONT		PRODUCING WELL		TEXAS		WHEELER		SEC 8 BLK 2 B&B SVY		201204		 	377	  
	 040436
		BRITT RANCH E 8 #8		NEWFIELD EXPLORATION MID CONT		PRODUCING WELL		TEXAS		WHEELER		SEC 8 BLK 2 B&B SVY		201204		 	(70	) 
	 033447
		BROADIE #1-36		LOBO EXPLORATION CO.		PRODUCING WELL		OKLAHOMA		BEAVER		36-6N-27ECM		201203		 	683	  
	 033388
		BROADIE #2-36		LOBO EXPLORATION CO.		PRODUCING WELL		OKLAHOMA		BEAVER		36-6N-27ECM		201204		 	1,860	  
	 044859
		BRONSON 31X-14		XTO ENERGY INC.		PRODUCING WELL		NORTH DAKOTA		WILLIAMS		SEC 14 & 23-159N-96W		201204		 	657	  
	 004303
		BROOME #1-29		MONTGOMERY EXPLORATION COMPANY		PRODUCING WELL		OKLAHOMA		LE FLORE		29-8N-24E		201203		 	4,400	  
	 004596
		BROOME #2-29		UNIT PETROLEUM COMPANY		PRODUCING WELL		OKLAHOMA		LE FLORE		29-8N-24E		201204		 	(3,501	) 
	 037527
		BROWN #1-10		LINN OPERATING INC		PRODUCING WELL		OKLAHOMA		CADDO		10-09N-11W		201204		 	1,209	  
	 007154
		BROWN #1-14		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		14-10N-23W		201204		 	6,254	  
	 012658
		BROWN #2-11		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		11-14N-23W		201204		 	(1,498	) 
	 036106
		BROWN #2-14		SAMSON RESOURCES COMPANY		SHUT DOWN OR T&A		OKLAHOMA		BECKHAM		14-10N-23W		201204		 	12,554	  
	 012690
		BROWN #3-11		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		11-14N-23W		201204		 	3,082	  
	 012724
		BROWN #5-11		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		11-14N-23W		201204		 	5,719	  
	 006959
		BROWN FOUNDATION #1-14		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		WASHITA		14-11N-15W		201204		 	155	  
	 006960
		BROWN FOUNDATION #2-14		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		WASHITA		14-11N-15W		201204		 	(908	) 
	 036133
		BROWN FOUNDATION #5-14		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		WASHITA		14-11N-15W		201204		 	4,191	  
	 032260
		BROWN KATHLEEN LEE GU #1		NFR ENERGY LLC		PRODUCING WELL		TEXAS		RUSK		E.R. JONES & P. CHISM SVYS		201203		 	1,267	  
	 032807
		BROWN KATHLEEN LEE GU #3		NFR ENERGY LLC		PRODUCING WELL		TEXAS		RUSK		E.R. JONES SVY, A-466		201203		 	950	  
	 008572
		BROWNEN #1-5		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		5-9N-9W		201204		 	8,096	  
	 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		201204		 	54	  
	 001278
		BRYANT #1-21		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		21-14N-26W		201204		 	41,356	  
	 025196
		BRYANT #2-44		CREST RESOURCES, INC.		PRODUCING WELL		TEXAS		WHEELER		SEC 44, BLK A-7, H&GN SVY		201203		 	1,690	  
	 025345
		BRYANT #3-44		CREST RESOURCES, INC.		PRODUCING WELL		TEXAS		WHEELER		SEC 44, BLK A-7, H&GN SVY		201203		 	851	  
	 025845
		BRYANT #5-44		CREST RESOURCES, INC.		PRODUCING WELL		TEXAS		WHEELER		SEC 44 BLK A-7 H&GN SVY		201203		 	16,720	  
	 021306
		BRYANT 1-22		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		WHEELER		SEC 22 BLK A-7 H&GN SURVEY		201204		 	14,425	  
	 021307
		BRYANT, F D #1		CHEVRON USA INC		PRODUCING WELL		TEXAS		WHEELER		SEC 44 BLK A-47 H&GN SURVEY		201203		 	1,019	  
	 040161
		BUCK-1 2		NOBLE ENERGY INC		PRODUCING WELL		KANSAS		KEARNY		15-23S-38W		201202		 	32,740	  
	 004305
		BUELA MAE #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		18-3N-14E		201204		 	6,568	  
	 034442
		BUFFALO CREEK #1-17		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		BECKHAM		17-10N-25W		201204		 	(94	) 
	 006156
		BULLARD #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		DEWEY		33-17N-20W ALL		201204		 	899	  
	 001282
		BULLARD UNIT #1		WILLIFORD ENERGY CO.		PRODUCING WELL		OKLAHOMA		LATIMER		9-5N-19E		201204		 	(1,315	) 
	 045707
		BULLITT #1-25H		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		25-11N-18W		201205		 	(18,968	) 
	 035141
		BURKHALTER 1		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		33-18N-9W		201203		 	919	  
	 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		201202		 	30,479	  
	 006172
		BURNS-ESTES #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		10-13N-26W ALL		201204		 	1,055	  
	 040261
		BURRIS 1-19		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		HASKELL		19-09N-23E		201203		 	(209	) 
	 001298
		BURROWS #1		SAMSON RESOURCES COMPANY		ABANDONED WELL		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		201203		 	1,297	  
	 035181
		BURSON, CLAUDE 1 ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		34 18N 9W SW NE NE		201204		 	(2,770	) 
	 036251
		BURSON, ET AL 27 #2 ALT		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		27-18N-9W		201203		 	9,105	  
	 038058
		BURSON, ET AL 27 #3-ALT		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		27-18N-09W		201203		 	3,812	  
	 041703
		BURSON-COOKE #1 ALT		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		27-18N-09W		201203		 	7,352	  
	 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		201203		 	(1,562	) 
	 035326
		BURSON-MEARS A-2 ALT		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		26-18N-9W		201203		 	1,997	  
	 035317
		BURSON-MEARS B-1 ALT		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		33-18N-9W		201203		 	1,663	  
	 030168
		BURTON #1		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		LOUISIANA		BOSSIER		SEC 34,T22N-R12W		201203		 	8,745	  
	 036676
		BURTON #2 ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		34-18N-09W		201204		 	3,827	  
	 035246
		BURTON ET AL 1-ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		34 18N 9W NE NW SW		201204		 	3,381	  
	 005431
		BUSE #1-8		XTO ENERGY INC.		PRODUCING WELL		OKLAHOMA		PITTSBURG		8-5N-13E		201203		 	(333	) 
	 030005
		BUSH #14-15		SOUTHERN BAY OPERATING LLC		PRODUCING WELL		ALABAMA		PICKENS		14-18S-14W		201204		 	(2,553	) 
	 001301
		BUSH UNIT		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		HASKELL		5-7N-22E		201204		 	(1,770	) 
	 030006
		BUSH, DAVID #14-14		SAMSON RESOURCES COMPANY		PRODUCING WELL		ALABAMA		PICKENS		14-18S-14W		201204		 	21,370	  
	 001315
		BYRD UNIT #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		SEQUOYAH		22-10N-25E		201204		 	(139	) 
	 012766
		BYRUM #2		APACHE CORPORATION		PRODUCING WELL		TEXAS		ROBERTS		SEC 11,BLK M-2, H&GN SVY		201204		 	4,251	  
	 035153
		CAB HUGHES 2		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		PITTSBURG		4-6N-17E NW NW		201112		 	992	  









 Schedule 8.18 

Closing Date Gas Imbalances 
  


																			
	 WELLHEAD GAS IMBALANCES
		 		 		 		 		 		 	 
	 TOTAL
		12,108,313																
									
	 LEASE #
		 LEASE NAME
		 OPERATOR NAME
		 WELL STATUS
		 STATE
		 COUNTY
		 LEGAL DESCRIPTION
		 PRODUCTION

MONTH
		NET
IMBALANCE	 
	 008944
		CABLE #1-13		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		13-4N-14E		201203		 	14,481	  
	 001319
		CABLE #1-18		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		18-4N-15E		201202		 	(7,899	) 
	 005035
		CABLE #3-18		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		18-4N-15E		201202		 	9,640	  
	 030790
		CABLE #4A-18		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		18-4N-15E		201203		 	6,764	  
	 033889
		CABLE #5-18		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		18-4N-15E		201203		 	642	  
	 034270
		CABS #1-28		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		BECKHAM		28-12N-21W		201203		 	1,205	  
	 001323
		CAHOON #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		ARKANSAS		SEBASTIAN		30-6N-31W		201204		 	50	  
	 041293
		CAHOON #2-30		SAMSON RESOURCES COMPANY		PRODUCING WELL		ARKANSAS		SEBASTIAN		30-06N-31W		201204		 	150	  
	 036580
		CAITLIN-ABRAHAM #1-13		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 13 BLK 1 I&GN SVY		201204		 	1,092	  
	 036665
		CAITLIN-ABRAHAM #2-13		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 13 BLK 1 I&GN SVY		201204		 	87	  
	 004465
		CALEDONIA #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		HASKELL		14-7N-19E		201204		 	5,055	  
	 033438
		CALVERT #2-30		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		ROGER MILLS		30-13N-22W		201204		 	143	  
	 034800
		CALVERT #3-30		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		ROGER MILLS		30-13N-22W		201204		 	1,202	  
	 037822
		CALVERT #4-30		APACHE CORPORATION		ABANDONED WELL		OKLAHOMA		ROGER MILLS		30-13N-22W		201204		 	83	  
	 006754
		CALVERT 1-30		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		30-13N-22W		201204		 	14,780	  
	 003423
		CALVERY #1-14		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		MAJOR		14-23N-16W		201204		 	4,587	  
	 036928
		CAMERON #7-9		CIMAREX ENERGY CO		PRODUCING WELL		OKLAHOMA		ROGER MILLS		09-13N-24W		201204		 	1,069	  
	 040163
		CAMPBELL 1A-2		NOBLE ENERGY INC		PRODUCING WELL		KANSAS		KEARNY		31-25S-35W		201202		 	23,590	  
	 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		201202		 	4,525	  
	 040166
		CAMPBELL 4-2		NOBLE ENERGY INC		PRODUCING WELL		KANSAS		KEARNY		06-25S-35W		201202		 	11,308	  
	 040167
		CAMPBELL 5-2		NOBLE ENERGY INC		PRODUCING WELL		KANSAS		KEARNY		19-24S-35W		201202		 	5,848	  
	 040168
		CAMPBELL 6-2		NOBLE ENERGY INC		PRODUCING WELL		KANSAS		KEARNY		17-25S-35W		201202		 	7,556	  
	 040169
		CAMPBELL 8-2		NOBLE ENERGY INC		PRODUCING WELL		KANSAS		KEARNY		24-25S-36W		201202		 	18,953	  
	 040170
		CAMPBELL 9-2		NOBLE ENERGY INC		PRODUCING WELL		KANSAS		KEARNY		29-25S-35W		201202		 	15,292	  
	 001325
		CAMPBELL #1A		KAISER-FRANCIS OIL COMPANY		PRODUCING WELL		OKLAHOMA		WOODWARD		10-21N-21W		201204		 	(1,776	) 
	 032887
		CAMPBELL #5-2		CHEVRON USA INC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 2, B&B SVY		201203		 	(1	) 
	 040173
		CAMPBELL 14-2		NOBLE ENERGY INC		PRODUCING WELL		KANSAS		KEARNY		20-25S-35W		201202		 	(3,133	) 
	 040154
		CAMPBELL 15		XTO ENERGY INC.		PRODUCING WELL		KANSAS		KEARNY		31-25S-35W		201201		 	67	  
	 040174
		CAMPBELL 15-2		NOBLE ENERGY INC		PRODUCING WELL		KANSAS		KEARNY		31-25S-35W		201202		 	10,524	  
	 036581
		CAMPBELL RANCH #1-11		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 11 BLK 1 I&GN SVY		201204		 	413	  
	 036176
		CAMPBELL RANCH #1-35		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 35, BLK 1, I&GN SVY		201204		 	1,849	  
	 036767
		CAMPBELL RANCH #3-11		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 11 BLK 1 I&GN SVY		201204		 	949	  
	 036206
		CAMPBELL RANCH #3-13		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 13, BLK 1 I&GN SVY SW/4		201204		 	(71	) 
	 038143
		CAMPBELL RANCH #3-36		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 36 BLK 1 I&GN SVY		201204		 	343	  
	 036877
		CAMPBELL RANCH #4-11		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 11 BLK 1 I&GN SVY		201204		 	294	  
	 036297
		CAMPBELL RANCH #4-13		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 13 BLK 1 I&GN SVY NE/4		201204		 	2,637	  
	 038361
		CAMPBELL RANCH #4-36		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 36 BLK 1 I&GN SVY		201204		 	40	  
	 037946
		CAMPBELL RANCH #5-11		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 11 BLK 1 I&GN SVY		201204		 	253	  
	 038487
		CAMPBELL RANCH #5-13		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 13 BLK 1 I&GN SVY		201204		 	6,846	  
	 036296
		CAMPBELL RANCH #5-36		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 36 BLK 1 I&GN SVY		201204		 	158	  
	 036536
		CAMPBELL RANCH #6-13		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 13 BLK 1 I&GN SVY SE/4		201204		 	360	  
	 006176
		CAMPBELL UNIT #1-11		SAMSON LONE STAR, LLC		SHUT DOWN OR T&A		TEXAS		HEMPHILL		SEC 11 BLK 1 I&GN SURVEY		201204		 	42,180	  
	 006291
		CAMPBELL WEBB #1-28		SAMSON LONE STAR, LLC		SHUT DOWN OR T&A		TEXAS		WHEELER		SEC 28 BLK RE, ROBERTS & EDDLE		201101		 	57,015	  
	 021354
		CANADIAN #1		SAMSON LONE STAR, LLC		ABANDONED WELL		TEXAS		HEMPHILL		SEC 126, BLK 42, H&TC SVY		201102		 	(6,162	) 
	 003739
		CANTWELL, C.S. #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		LE FLORE		10-8N-27E		201204		 	3,406	  
	 036419
		CARLEIGH-COFFEE #1-12		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 12 BLK 1 I&GN SVY		201203		 	1,109	  
	 007408
		CARLISLE #1-10		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BEAVER		10-3N-28ECM		201203		 	24,000	  
	 007426
		CARLISLE #12-10		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BEAVER		10-3N-28ECM		201204		 	238	  
	 007420
		CARLISLE #6		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BEAVER		21-3N-28ECM		201204		 	4,588	  
	 041398
		CARNEY #2-28		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		28-04N-15E		201204		 	2,398	  
	 006536
		CAROL #1-28		LAREDO PETROLEUM INC		PRODUCING WELL		OKLAHOMA		CADDO		28-5N-9W		201203		 	246	  
	 033554
		CAROLYN #2-2		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		CADDO		2-6N-9W		201204		 	253	  
	 041645
		CAROLYN #5-4		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		04-09N-19W		201204		 	129	  
	 011154
		CARR #1-36		JMA ENERGY COMPANY, LLC-ROYALT		PRODUCING WELL		OKLAHOMA		ROGER MILLS		36-12N-24W		201203		 	127	  
	 001336
		CARR UNIT #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		12-7N-18E		201204		 	19,028	  
	 013068
		CARREL #2-11		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		11-14N-23W		201204		 	1,923	  
	 011155
		CARREL 1-11 BG1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		11-14N-23W		201204		 	17	  
	 004679
		CARSON #1-30		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		HASKELL		30-10N-23E		201204		 	20,442	  
	 044247
		CARTER #1-6H		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		06-15N-19W		201204		 	914	  
	 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		201204		 	26,574	  
	 007904
		CATES J O #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BEAVER		26-2N-24ECM		201204		 	38,352	  
	 004882
		CATESBY # 3-11		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		ELLIS		11-23N-25W		201204		 	(626	) 
	 004883
		CATESBY # 4-10		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		ELLIS		10-23N-25W		201204		 	3,692	  
	 033433
		CATESBY 2 #6-11		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		ELLIS		11-23N-25W		201204		 	385	  
	 037984
		CATESBY 2 #7-11		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		ELLIS		11-23N-25W		201204		 	(84	) 
	 005459
		CATESBY OPERATING UNIT #5		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		HARPER		22-25N-24W		201204		 	(16,261	) 
	 005457
		CATESBY OPERATING UNIT #5-1		BP AMERICA PRODUCTION COMPANY		ABANDONED WELL		OKLAHOMA		HARPER		21-25N-24W		199608		 	(2,826	) 
	 030668
		CATESBY OPERATING UNIT 2		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		ELLIS		11-23N-25W		201204		 	(472	) 
	 038882
		CATTLE COMPANY #1-12		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		WOODWARD		12-24N-18W		201204		 	(11,765	) 
	 006256
		CATTLE, KC #1-34		APACHE CORPORATION		SHUT DOWN OR T&A		OKLAHOMA		BECKHAM		34-12N-22W E/2		201111		 	(18,094	) 
	 006251
		CATTLE, KC #2-3		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BECKHAM		3-11N-22W 300		201204		 	(2,468	) 
	 006252
		CATTLE, KC #3-2		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BECKHAM		2-11N-22W CS/		201204		 	41,142	  
	 006738
		CATTLE, KC 4-2		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BECKHAM		2-11N-22W		201204		 	(1,203	) 
	 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		201204		 	1,172	  
	 001350
		CECIL UNIT #1		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		LATIMER		19-6N-20E		201204		 	(6,687	) 
	 044584
		CEDAR CHEST UNIT #7-5		WESCO OPERATING INC.		PRODUCING WELL		WYOMING		SWEETWATER		05-13N-94W		201203		 	(1,252	) 
	 040428
		CEDAR CHEST UNIT #9-33		WESCO OPERATING INC.		PRODUCING WELL		WYOMING		SWEETWATER		33-14N-94W		201203		 	(614	) 
	 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		201204		 	15,204	  
	 021387
		CELSOR 2-10		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		10-8N-20W		201204		 	25,434	  
	 040088
		CEPO LEWIS #23-17		WESCO OPERATING INC.		PRODUCING WELL		WYOMING		SWEETWATER		SW/4 SEC 17-14N-95W		201204		 	16,903	  
	 041809
		CEPO LEWIS 22-18D		WESCO OPERATING INC.		PRODUCING WELL		WYOMING		SWEETWATER		18-14N-95W		201204		 	40,881	  
	 011158
		CEVIN #1-6 NR		CONOCOPHILLIPS COMPANY		SHUT DOWN OR T&A		WYOMING		FREMONT		6-38N-89W		201204		 	9,310	  
	 025895
		CHAMPLIN 222 E-6		BP AMERICA PRODUCTION COMPANY		SHUT DOWN OR T&A		WYOMING		CARBON		21-19N-93W		201204		 	656	  
	 037525
		CHAMPLIN 242 A-6		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		WYOMING		CARBON		01-19N-93W		201203		 	1,924	  
	 037584
		CHAMPLIN 242 C-7		BP AMERICA PRODUCTION COMPANY		SHUT DOWN OR T&A		WYOMING		CARBON		03-19N-93W		201204		 	1,285	  
	 042147
		CHAMPLIN 242 G-12D		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		27-20N-93W		201202		 	1,049	  









 Schedule 8.18 

Closing Date Gas Imbalances 
  


																			
	 WELLHEAD GAS IMBALANCES
		 		 		 		 		 		 	 
	 TOTAL
		12,108,313																
									
	 LEASE #
		 LEASE NAME
		 OPERATOR NAME
		 WELL STATUS
		 STATE
		 COUNTY
		 LEGAL DESCRIPTION
		 PRODUCTION

MONTH
		NET
IMBALANCE	 
	 025898
		CHAMPLIN 261 B-12		BP AMERICA PRODUCTION COMPANY		SHUT DOWN OR T&A		WYOMING		CARBON		35-19N-93W		201204		 	(1,211	) 
	 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		201204		 	420	  
	 030323
		CHAPMAN #2-15 & #3-15		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		OKLAHOMA		ROGER MILLS		15-13N-22W		201203		 	12,920	  
	 036006
		CHAPMAN #2-7		LINN OPERATING INC		APO ONLY		OKLAHOMA		ROGER MILLS		7-15N-22W		201204		 	(2,039	) 
	 045163
		CHARLENE 23 #1H		EOG RESOURCES, INC.		PRODUCING WELL		OKLAHOMA		ELLIS		23-19N-25W		201204		 	(8,008	) 
	 045619
		CHARLENE 23 #3H		EOG RESOURCES, INC.		PRODUCING WELL		OKLAHOMA		ELLIS		23-19N-25W		201204		 	7,915	  
	 012917
		CHARLES #1-36		JMA ENERGY COMPANY, LLC-ROYALT		SHUT DOWN OR T&A		OKLAHOMA		ROGER MILLS		36-12N-24W		201106		 	(504	) 
	 001355
		CHARTER A #1		YALE OIL ASSOCIATION INC		PRODUCING WELL		OKLAHOMA		WASHITA		11-11N-18W		201204		 	(11,884	) 
	 021425
		CHENOWETH		QEP ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		WOODWARD		32-22N-21W		201202		 	1,006	  
	 011647
		CHEVRON #1-1		CONOCOPHILLIPS COMPANY		SHUT DOWN OR T&A		WYOMING		FREMONT		1-38N-91W		201203		 	96,372	  
	 012505
		CHEVRON #2-1		CONOCOPHILLIPS COMPANY		SHUT DOWN OR T&A		WYOMING		FREMONT		1-38N-91W		201203		 	88,525	  
	 030007
		CHISM #4-9		SAMSON RESOURCES COMPANY		PRODUCING WELL		ALABAMA		LAMAR		4-16S-16W		201204		 	81	  
	 011168
		CHRISTIE FED 4-4		CONOCOPHILLIPS COMPANY		SHUT DOWN OR T&A		WYOMING		FREMONT		4-38N-90W		201203		 	(8,919	) 
	 042990
		CIRCLE F RANCH #1-25		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		25-06N-20E		201203		 	43	  
	 001376
		CLARENCE #1-19		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		WASHITA		19-11N-14W		201204		 	16,083	  
	 011174
		CLARK 1-12		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		12-13N-21W		201203		 	2,814	  
	 006178
		CLARK 1-33		LINN OPERATING INC		PRODUCING WELL		OKLAHOMA		BECKHAM		33-12N-21W ALL		201204		 	(8,484	) 
	 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		201202		 	(83	) 
	 007338
		CLAY #1-30		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		ROGER MILLS		30-14N-25W		201204		 	(28,646	) 
	 006377
		CLAY #1-A		UNIT PETROLEUM COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		14-10N-12W		201204		 	287	  
	 007852
		CLAY 1-25		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		ROGER MILLS		25-14N-26W		201204		 	18,943	  
	 039624
		CLAYTON #11-9		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		09-09N-19W		201204		 	(5,589	) 
	 006227
		CLAYTON #1-23		NOBLE ENERGY INC		PRODUCING WELL		OKLAHOMA		CUSTER		23-14N-14W CNW		201203		 	(1,040	) 
	 006080
		CLAYTON #1-8 (FORMERLY DE		MARATHON OIL COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		8-9N-19W		201204		 	(5,967	) 
	 034670
		CLAYTON #2-8		KAISER-FRANCIS OIL COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		8-9N-19W		201204		 	193	  
	 037626
		CLAYTON #4-8		MARATHON OIL COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		08-09N-19W		201204		 	1,079	  
	 033996
		CLAYTON-YEAGER #1-8		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		8-9N-19W		201204		 	186,416	  
	 006404
		CLEAR-FERGUSON #1-25		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		25-10N-12W		201204		 	4,118	  
	 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		201203		 	872	  
	 007540
		CLEO-SPGS TOWNSITE (MANN)		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		MAJOR		1-22N-12W		201203		 	1,978	  
	 008011
		CLYBORN #3-16		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		HARPER		16-26N-25W		201204		 	154	  
	 007909
		CLYBORN GAS UNIT #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		HARPER		16-26N-25W		201204		 	(7	) 
	 007910
		CLYBORN GAS UNIT #2C		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		HARPER		16-26N-25W		201204		 	584	  
	 032981
		CLYMA #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		HASKELL		S/2 27, N/2 34-9N-22E		201204		 	6,181	  
	 003311
		COBLENTZ #1-4		SABRE OPERATING		PRODUCING WELL		OKLAHOMA		LATIMER		04-06N-19E		201204		 	2,432	  
	 030755
		COBLENTZ #1-4		SANDRIDGE EXPLORATION & PRODUC		PRODUCING WELL		OKLAHOMA		LATIMER		1-6N-18E		201204		 	(1,195	) 
	 008834
		COBLENTZ #3 (JMC)		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		1-6N-18E		201203		 	(102	) 
	 004289
		COBLENTZ, AHERN		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		PITTSBURG		10-7N-18E		201204		 	(17	) 
	 004418
		COBLENTZ, L.M. B #2		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		1-6N-18E		201203		 	(2,736	) 
	 001406
		CODY, A.R. #2		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		COAL		1-1N-9E		201204		 	(7,915	) 
	 040004
		COFFEE #12-1		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 12 BLK 1 I&GN RR CO SVY		201204		 	16,048	  
	 035273
		COLE 24-1		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		24 18N 9W NW SW SW		201203		 	1,013	  
	 007847
		COLLEY UNIT		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		MAJOR		10-20N-10W		201203		 	27,026	  
	 030501
		COLLINS #3-31		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		PITTSBURG		31-4N-16E		201203		 	2,225	  
	 021472
		COLLINS OSCAR 1		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		7-13N-16W		201203		 	2,818	  
	 037059
		COLORADO 32-7 #10 (MV)		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		23-32N-7W		201204		 	(476	) 
	 037066
		COLORADO 32-7 #2 âMVã		ENERVEST OPERATING LLC		PRODUCING WELL		COLORADO		LA PLATA		10-32N-7W		201203		 	(13,405	) 
	 025197
		COLTHARP #2-51		CREST RESOURCES, INC.		PRODUCING WELL		TEXAS		WHEELER		SEC 51, BLK A-7, H&GN SVY		201203		 	(331	) 
	 004841
		CONCHO #1-16		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		16-13N-22W		201204		 	1,450	  
	 040175
		CONKLIN 1-2		NOBLE ENERGY INC		PRODUCING WELL		KANSAS		KEARNY		07-23S-36W		201202		 	17,610	  
	 042012
		CONNELL A #4-ALT		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		26-18N-09W		201203		 	3,795	  
	 035186
		CONNELL A-1 ALT		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		26 18N 9W NW SE SW		201203		 	(15,915	) 
	 035292
		CONNELL A-2 ALT		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		26 18N 9W NE NE SW		201203		 	6,915	  
	 035542
		CONNELL A-3		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		26 18N 9W SW NW SE		201203		 	8,165	  
	 038002
		CONNELL M L #2 ALT		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		26-18N-09W		201203		 	216	  
	 038610
		CONNELL, L. #1 ALT		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		25-18N-09W		201203		 	1,143	  
	 021486
		CONNER 1-16		HAZLEWOOD OIL & GAS		PRODUCING WELL		OKLAHOMA		CANADIAN		16-11N-7W		201203		 	17,495	  
	 021487
		CONNER 3-16 APO		HAZLEWOOD OIL & GAS		PRODUCING WELL		OKLAHOMA		CANADIAN		16-11N-7W		201203		 	3,767	  
	 036435
		CONNIE #4-29		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		29-10N-20W		201204		 	155	  
	 037619
		CONRAD #3-192		QEP ENERGY COMPANY		PRODUCING WELL		TEXAS		ROBERTS		SEC 192 BLK 42 H&TC SVY		201202		 	2,973	  
	 008283
		CONRAD 1-A		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		7, 8-13N-26W		201204		 	(1,543	) 
	 033577
		COOK TRUST 1-34		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		WOODWARD		34-20N-21W		201204		 	2,736	  
	 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		201202		 	266	  
	 021496
		COOPER 1-16		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		STEPHENS		16-2N-8W		201203		 	(4,787	) 
	 034404
		COOPER ADAM #1		WEXPRO COMPANY		SHUT DOWN OR T&A		WYOMING		SWEETWATER		15-16N-104W		201201		 	(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		201203		 	2,452	  
	 006128
		CORDELL #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		ARKANSAS		FRANKLIN		1-9N-28W ALL		201204		 	11,587	  
	 005877
		CORDUM B #1-2		MARATHON OIL COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		2-14N-22W		201203		 	(8,303	) 
	 040571
		CORNELL #1-12		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		WOODWARD		12-24N-18W		201204		 	8,877	  
	 007629
		COSBY #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		HARPER		12-28N-25W		201204		 	(15	) 
	 043674
		COSGROVE 2H-27		NEWFIELD EXPLORATION MID CONT		PRODUCING WELL		OKLAHOMA		COAL		27-02N-11E		201204		 	(1,147	) 
	 043675
		COSGROVE 3H-27		NEWFIELD EXPLORATION MID CONT		PRODUCING WELL		OKLAHOMA		COAL		27-02N-11E		201204		 	(1,069	) 
	 003874
		COSTILOW #2		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		14-5N-18E		201204		 	(268	) 
	 005967
		COSTILOW #5		SAMSON RESOURCES COMPANY		ABANDONED WELL		OKLAHOMA		LATIMER		14-5N-18E		200903		 	(16,519	) 
	 008685
		COSTILOW #6-14		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		14-5N-18E		201204		 	22,584	  
	 033315
		COSTILOW #8-14		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		14-5N-18E		201203		 	(124	) 
	 039448
		COUGAR #1-25		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		GRADY		25-08N-06W		201204		 	4,006	  
	 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		201204		 	46,619	  
	 037748
		COVEY 33-7-10 #5		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		10-33N-07W E/2		201204		 	74,477	  
	 006435
		COWAN #1-18		LINN OPERATING INC		PRODUCING WELL		OKLAHOMA		CADDO		18-9N-11W		201204		 	(1,720	) 
	 006339
		COY #1-25		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		25-10N-21W		201204		 	45,439	  
	 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		201204		 	34,941	  
	 012149
		CRABTREE C #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		23-4N-14E		201204		 	(76,753	) 









 Schedule 8.18 

Closing Date Gas Imbalances 
  


																			
	 WELLHEAD GAS IMBALANCES
		 		 		 		 		 		 	 
	 TOTAL
		12,108,313																
									
	 LEASE #
		 LEASE NAME
		 OPERATOR NAME
		 WELL STATUS
		 STATE
		 COUNTY
		 LEGAL DESCRIPTION
		 PRODUCTION
MONTH
		NET
IMBALANCE	 
	 006152
		CRAIG, HAZEL #1-5		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		DEWEY		5-16N-20W		201204		 	1,716	  
	 021525
		CRALL R A #1		NEWFIELD EXPLORATION MID CONT		PRODUCING WELL		OKLAHOMA		CUSTER		33-13N-14W		201203		 	454	  
	 012721
		CRANE #3-3		FOREST OIL CORPORATION		SHUT DOWN OR T&A		TEXAS		HEMPHILL		SEC 3, BLK 43, H&TC RR CO SVY		201201		 	(609	) 
	 012852
		CRANE #4-3		FOREST OIL CORPORATION		PRODUCING WELL		TEXAS		HEMPHILL		SEC 3, BLK 43, H&TC RR CO SVY		201203		 	(150	) 
	 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		201203		 	(9,982	) 
	 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		201204		 	20,202	  
	 011193
		CRAWFORD 1-25		UNIT PETROLEUM COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		25-14N-25W		201204		 	(159	) 
	 021528
		CRAWLEY A-1		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		BIENVILLE		31-17N-5W		201203		 	8,283	  
	 044671
		CRENSHAW #19H-1		FOREST OIL CORPORATION		PRODUCING WELL		LOUISIANA		RED RIVER		19-14N-09W		201203		 	5,748	  
	 038444
		CRESTON NOSE 12-18-18-92		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		WYOMING		CARBON		NE/4 SEC 18-18N-92W		201203		 	(73	) 
	 036643
		CRESTON NOSE 8-18-18-92		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		WYOMING		CARBON		18-18N-92W		201203		 	192	  
	 035612
		CRICHTON #3 ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		34 18N 9W SE SW SE		201204		 	1,353	  
	 035939
		CRICHTON #4		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		34-18N-9W		201204		 	11	  
	 035308
		CRICHTON 2		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		34 18N 9W SW NE SE		201204		 	219	  
	 035054
		CRICHTON 34-1 & 34-1D		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		34 18N 9W NW SW SE		201204		 	109	  
	 037394
		CRICHTON 35 #2 ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		35-18N-09W		201204		 	827	  
	 035204
		CRICHTON 35 1		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		35 18N 9W NW NE NE		201204		 	1,085	  
	 037986
		CRICHTON 35 3-ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		35-18N-09W		201204		 	1,102	  
	 035062
		CRICHTON A-1		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		36 18N 9W SE NW NW		201203		 	(4,656	) 
	 035100
		CRICHTON A-2		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		36 18N 9W NW NW NW		201203		 	(3,704	) 
	 035063
		CRICHTON B-1		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		25-18N-9W SE NW SW		201203		 	(33	) 
	 037072
		CRIGLER MVRD UNIT #1 âMVã		ELM RIDGE EXPLORATION CO LLC		PRODUCING WELL		COLORADO		LA PLATA		21-33N-8W		201203		 	(15,271	) 
	 006008
		CRISSMAN #27-A		UNIT PETROLEUM COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		27-11N-13W		201204		 	501	  
	 004987
		CRONIN #1A-20		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		ROGER MILLS		20-13N-22W		201203		 	(106,786	) 
	 011198
		CROSS 1-9		CONOCOPHILLIPS COMPANY		SHUT DOWN OR T&A		WYOMING		FREMONT		9-38N-89W		201201		 	4,704	  
	 006757
		CROSS TIMBERS 1-15		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		15-10N-21W		201204		 	(5,139	) 
	 033311
		CROSSWHITE #2-24		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		GRADY		24-8N-6W		201106		 	(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		201204		 	2,005	  
	 033757
		CROWL #3-27		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		27-4N-15E		201204		 	(6,781	) 
	 003372
		CRT #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CUSTER		22-13N-15W		201204		 	6,008	  
	 035189
		CRUMP ESTATE 1 ALT		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		4 17N 9W NE SW NW		201203		 	96	  
	 035325
		CRUMP ESTATE 2		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		4 17N 9W NE SW NW		201203		 	1,959	  
	 038495
		CRUSH #1-28		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		28-12N-24W		201204		 	9,861	  
	 031195
		CRUTCHFIELD #2-6		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		PITTSBURG		6-3N-14E		201204		 	347	  
	 030011
		CUNNINGHAM #16-7 (CARTER)		SOUTHERN BAY OPERATING LLC		PRODUCING WELL		ALABAMA		PICKENS		16-18S-14W		201204		 	(79,334	) 
	 042624
		CUNNINGHAM #2H-21		NEWFIELD EXPLORATION MID CONT		PRODUCING WELL		OKLAHOMA		COAL		21-02N-11E		201204		 	10	  
	 042625
		CUNNINGHAM #3H-21		NEWFIELD EXPLORATION MID CONT		PRODUCING WELL		OKLAHOMA		COAL		21-02N-11E		201204		 	21	  
	 042626
		CUNNINGHAM #4H-21		NEWFIELD EXPLORATION MID CONT		PRODUCING WELL		OKLAHOMA		COAL		21-02N-11E		201204		 	15	  
	 042575
		CUNNINGHAM #5H-21		NEWFIELD EXPLORATION MID CONT		PRODUCING WELL		OKLAHOMA		COAL		21-02N-11E		201204		 	18	  
	 033089
		CUNNINGHAM A #1		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		RUSK		F S MENCHACA SVY A-527		201204		 	77,691	  
	 033090
		CUNNINGHAM A #2		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		RUSK		A-527, F S MENCHACA SVY		201204		 	39,723	  
	 033091
		CUNNINGHAM A #3		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		RUSK		A-280, WM FRISBY SVY		201204		 	(5,032	) 
	 033092
		CUNNINGHAM A #4		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		RUSK		A-527, F S MENCHACA SVY		201204		 	152,581	  
	 033339
		CUNNINGHAM A #8		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		RUSK		FRAN S MENCHACA SVY,A-527		201204		 	(118,638	) 
	 033702
		CUNNINGHAM A #9		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		RUSK		FRAN S MENCHACA SVY, A-527		201204		 	(142,807	) 
	 030012
		CUNNINGHAM, C.C. #24-10		SAMSON RESOURCES COMPANY		PRODUCING WELL		ALABAMA		LAMAR		24-16S-16W		201204		 	444	  
	 006966
		CUPP 3		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		BECKHAM		27-10N-26W		201204		 	3,390	  
	 006967
		CUPP A1-34		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		BECKHAM		34-10N-26W		201204		 	2,688	  
	 030497
		CUPP B #5-21		SM ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		21-10N-26W		201203		 	37	  
	 005969
		CUPP C #1-22		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		BECKHAM		22-10N-26W		201204		 	7,223	  
	 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		201204		 	(1,601	) 
	 011213
		DABBS 2-2		SAMSON RESOURCES COMPANY		PRODUCING WELL		MISSISSIPPI		MONROE		18-16S-8E		201204		 	4,484	  
	 011209
		DABBS R T #1 SD		SAMSON RESOURCES COMPANY		PRODUCING WELL		MISSISSIPPI		MONROE		18-16S-8E		201204		 	188	  
	 011217
		DABBS-RICHARDSON 6-2		SAMSON RESOURCES COMPANY		PRODUCING WELL		MISSISSIPPI		MONROE		18-16S-8E		201204		 	2,709	  
	 025429
		DABERRY #7-1		CREST RESOURCES, INC.		PRODUCING WELL		TEXAS		WHEELER		SEC 1, BBB&C RR CO SVY		201203		 	444	  
	 026075
		DABERRY #8-1		CREST RESOURCES, INC.		PRODUCING WELL		TEXAS		WHEELER		SEC 1 BBB&C SVY		201203		 	1,721	  
	 021558
		DABERRY, J F #1 (HUNTON)		CHEVRON USA INC.		PRODUCING WELL		TEXAS		WHEELER		SEC 1, BBB SVY		201203		 	(3,540	) 
	 025243
		DABERRY, J F #5-1		CREST RESOURCES, INC.		PRODUCING WELL		TEXAS		WHEELER		SEC 1, BBB&C SVY		201203		 	112	  
	 036662
		DACUS #2-8		KAISER-FRANCIS OIL COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		08-09N-19W		201203		 	(11	) 
	 040864
		DACUS #3-8		MARATHON OIL COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		08-09N-19W		201202		 	(18,914	) 
	 044973
		DALIN #1-4H		CONTINENTAL RESOURCES, INC.		PRODUCING WELL		NORTH DAKOTA		DIVIDE		SEC 04 & 09-160N-96W		201204		 	5,127	  
	 006345
		DAMRON #1-10		APACHE CORPORATION		SHUT DOWN OR T&A		OKLAHOMA		BECKHAM		10-10N-22W		201201		 	18,693	  
	 021561
		DANIEL 1-5		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		GARVIN		5-3N-3W		201204		 	1,016	  
	 033221
		DANIELS GU A #1		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HARRISON		WM WATSON SVY, A-748		201204		 	4,896	  
	 040064
		DARYL #1-7		SM ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		07-06N-11W		201203		 	(594	) 
	 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		201204		 	15,648	  
	 006975
		DAVID #1-13		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		WASHITA		13-11N-15W		201204		 	12,237	  
	 006976
		DAVID #2-13		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		WASHITA		13-11N-15W		201204		 	(109	) 
	 006977
		DAVID #3-13		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		WASHITA		13-11N-15W		201204		 	547	  
	 025611
		DAVID #4-13		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		WASHITA		13-11N-15W		201204		 	(246	) 
	 025541
		DAVIDSON #3		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		GRADY		6-5N-8W		201204		 	317	  
	 021565
		DAVIDSON 1		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		GRADY		6-5N-8W		201204		 	(4,447	) 
	 031105
		DAVIS #1		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		LOUISIANA		BOSSIER		34-22N-12W		201203		 	810	  
	 005582
		DAVIS #1-18 (SRC)		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		GRADY		18-3N-7W		201204		 	1,725	  
	 006444
		DAVIS #3-64		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		WHEELER		64 BLK A-7 H&GN SURVEY		201204		 	4,608	  
	 031385
		DAVIS 1-7		EOG RESOURCES, INC.		PRODUCING WELL		OKLAHOMA		GRADY		7-3N-7W		201203		 	1,528	  
	 035598
		DAVIS 22 2-ALT		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		22 18N 8W SE SW NW		201203		 	(854	) 
	 042695
		DAVIS BROS #1-1		INDIGO MINERALS LLC		PRODUCING WELL		LOUISIANA		JACKSON		01-15N-04W		201203		 	3,650	  
	 007118
		DAVIS G C #1-61		PETRO-HUNT, LLC		PRODUCING WELL		TEXAS		WHEELER		SEC 61 BLK A-7 H&GN RR SURVEY		201203		 	13,283	  
	 037012
		DAVIS GLADYS #1		FOREST OIL CORPORATION		PRODUCING WELL		TEXAS		HARRISON		R W SMITH SVY A-626		201203		 	5,185	  
	 040045
		DAVIS GLADYS #10		FOREST OIL CORPORATION		PRODUCING WELL		TEXAS		HARRISON		R W SMITH SVY, A-626		201203		 	(6,176	) 
	 040046
		DAVIS GLADYS #11		FOREST OIL CORPORATION		PRODUCING WELL		TEXAS		HARRISON		R W SMITH SVY, A-626		201203		 	(4,348	) 
	 037407
		DAVIS GLADYS #2		FOREST OIL CORPORATION		PRODUCING WELL		TEXAS		HARRISON		L WATKINS SVY A-626		201203		 	3,825	  
	 038284
		DAVIS GLADYS #3		FOREST OIL CORPORATION		PRODUCING WELL		TEXAS		HARRISON		HENRY VARDEMAN SVY, A-726		201203		 	1,228	  
	 038478
		DAVIS GLADYS #4		FOREST OIL CORPORATION		PRODUCING WELL		TEXAS		HARRISON		HENRY VARDEMAN SVY, A-726		201203		 	5,477	  









 Schedule 8.18 

Closing Date Gas Imbalances 
  


																			
	 WELLHEAD GAS IMBALANCES
		 		 		 		 		 		 	 
	 TOTAL
		12,108,313																
									
	 LEASE #
		 LEASE NAME
		 OPERATOR NAME
		 WELL STATUS
		 STATE
		 COUNTY
		 LEGAL DESCRIPTION
		 PRODUCTION
MONTH
		NET
IMBALANCE	 
	 038564
		DAVIS GLADYS #5		FOREST OIL CORPORATION		PRODUCING WELL		TEXAS		HARRISON		HENRY VARDEMAN SVY, A-726		201203		 	3,733	  
	 039025
		DAVIS GLADYS #6		FOREST OIL CORPORATION		SHUT DOWN OR T&A		TEXAS		HARRISON		R W SMITH SVY, A-626		201110		 	3,954	  
	 038822
		DAVIS GLADYS #7		FOREST OIL CORPORATION		PRODUCING WELL		TEXAS		HARRISON		R W SMITH SVY, A-626		201203		 	2,723	  
	 039417
		DAVIS GLADYS #8		FOREST OIL CORPORATION		SHUT DOWN OR T&A		TEXAS		HARRISON		R W SMITH SVY, A-626		201204		 	2,084	  
	 004311
		DAVIS Q #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		32-4N-14E		201204		 	3,646	  
	 021573
		DAVIS, E T #1		CHEVRON USA INC		PRODUCING WELL		TEXAS		WHEELER		SEC 38, BLK A-7, H&GN SVY		201203		 	648	  
	 042938
		DAVIS, GLADYS #9H		FOREST OIL CORPORATION		PRODUCING WELL		TEXAS		HARRISON		R.W. SMITH SVY, A-626		201203		 	(12,064	) 
	 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		201202		 	(4,190	) 
	 004153
		DEGNAN #1		SAMSON RESOURCES COMPANY		SHUT DOWN OR T&A		OKLAHOMA		LATIMER		28-6N-19E		201111		 	6,916	  
	 003892
		DELILAH #1 (LOFTIS REDRIL		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		201203		 	(1,549	) 
	 037467
		DENMAN #3-13		XTO ENERGY INC.		PRODUCING WELL		ARKANSAS		CRAWFORD		S/2 SEC 12&ALL SEC 13-09N-30W		201203		 	9,078	  
	 041050
		DENMAN #4-13		XTO ENERGY INC.		PRODUCING WELL		ARKANSAS		CRAWFORD		S/2 SEC 12&ALL SEC 13-09N-30W		201203		 	15,638	  
	 021594
		DENNEY 1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CUSTER		5-14N-14W		201204		 	(15,845	) 
	 043797
		DENNIS DWIGHT #1-18		JMA ENERGY COMPANY, LLC-ROYALT		PRODUCING WELL		OKLAHOMA		CADDO		18-06N-11W		201203		 	225	  
	 006100
		DENVER #1-4		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		4-13N-17W		201204		 	252	  
	 040312
		DEPOT 1 (AMMO)		CHAPARRAL ENERGY LLC		PRODUCING WELL		OKLAHOMA		PITTSBURG		02-04N-12E		201203		 	(875	) 
	 001524
		DEPUTY #1		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		21-12N-16W		201203		 	73,330	  
	 031203
		DEPUTY #2-21		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		21-12N-16W		201204		 	1,233	  
	 006010
		DERBY #1-13		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		13-12N-19W		201203		 	1,636	  
	 039451
		DESKINS #2-19		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		GRADY		19-08N-05W		201204		 	26,256	  
	 006765
		DESKINS 1-19		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		GRADY		19-8N-5W		201204		 	125,174	  
	 031181
		DESSIE #1-11		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		11-15N-23W		201204		 	4	  
	 038809
		DEVON DONNER #30-1		COMSTOCK OIL & GAS, INC.		PRODUCING WELL		LOUISIANA		CALDWELL		30-15N-03E		201203		 	(1,785	) 
	 034265
		DEW #1-8		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		8-9N-19W		201204		 	1,708	  
	 034626
		DEW #2-8		KAISER-FRANCIS OIL COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		8-9N-19W		201204		 	343	  
	 035087
		DHU DOWLING 30-1		WILDHORSE RESOURCES LLC		PRODUCING WELL		LOUISIANA		LINCOLN		30 19N 4W NW SE NE		201203		 	(221	) 
	 035089
		DHU DOWLING 30-2		WILDHORSE RESOURCES LLC		PRODUCING WELL		LOUISIANA		LINCOLN		30 19N 4W NW SE NE		201203		 	(24	) 
	 003559
		DIAL #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		21-3N-15E		201204		 	2,903	  
	 006011
		DIPPEL #1-13		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		13-12N-19W		201203		 	1,273	  
	 003305
		DITTMAN, J.F. #1-21		EP ENERGY E & P COMPANY LP		PRODUCING WELL		HASKELL		OKLAHOMA		21-8N-21E		200304		 	1,814	  
	 003669
		DITTMAN, J.F. #2-21		EL PASO E&P COMPANY LP		PRODUCING WELL		OKLAHOMA		HASKELL		21-8N-21E		201203		 	80,803	  
	 007129
		DIXIE #1		EMPIRE OPERATING, INC.		PRODUCING WELL		TEXAS		HEMPHILL		SEC 43 D.P. FEARIS SVY & SEC		201203		 	4,623	  
	 001535
		DOBBS #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		19-3N-14E		201204		 	3,399	  
	 040060
		DOBSON #1 RE-ENTRY		CORDILLERA ENERGY PARTNERS III		PRODUCING WELL		TEXAS		WHEELER		SECTION 1, BLK 2, B&B SVY		201203		 	4,731	  
	 043180
		DOBSON #3-1		CORDILLERA ENERGY PARTNERS III		PRODUCING WELL		TEXAS		WHEELER		SEC 1 BLK 2 B&B SVY		201203		 	15,643	  
	 041385
		DOBSON RANCH #1-6		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		ROGER MILLS		06-12N-26W		201204		 	438	  
	 030670
		DODSON #1-9		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		CADDO		9-6N-9W		201204		 	(171	) 
	 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		201204		 	(1,201	) 
	 006680
		DODSON 1-36		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		36-12N-26W		201204		 	52,317	  
	 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		201203		 	2,769	  
	 003392
		DONALD #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CARTER		14-3S-1E		201204		 	1,440	  
	 040265
		DONNA KENNEDY 1-31		KAISER-FRANCIS OIL COMPANY		PRODUCING WELL		OKLAHOMA		HASKELL		31-09N-22E		201202		 	(223	) 
	 003458
		DONNAJO		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		HASKELL		23-7N-19E		201205		 	64,713	  
	 004182
		DOOLEY #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CUSTER		23-13N-15W		201204		 	104,886	  
	 044883
		DOROTHY GU #1H		EOG RESOURCES, INC.		PRODUCING WELL		TEXAS		NACOGDOCHES		JOSE MARIA MORA SVY, A-827		201204		 	(8,479	) 
	 008765
		DORSEY, C.B. GAS UNIT 2 W		TANOS EXPLORATION LLC		PRODUCING WELL		TEXAS		RUSK		E. MELTON, T. BROWN, F. AZERINE		201203		 	(215	) 
	 005475
		DOSS #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		STEPHENS		25-2N-6W		201204		 	4	  
	 001545
		DOUTHIT, NORA #2		SAMSON RESOURCES COMPANY		PRODUCING WELL		ARKANSAS		JOHNSON		18-9N-24W		201204		 	298,277	  
	 007022
		DRAPER #1		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		LIPSCOMB		SEC 1041 BLK 43 H&TC RR CO SUR		201204		 	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		201204		 	2,257	  
	 021617
		DRIES A		NEWFIELD EXPLORATION MID CONT		PRODUCING WELL		OKLAHOMA		CANADIAN		33-11N-7W		201203		 	1,959	  
	 021618
		DRIES A #2		NEWFIELD EXPLORATION MID CONT		PRODUCING WELL		OKLAHOMA		CANADIAN		33-11N-7W		201203		 	(45,847	) 
	 030326
		DRINNON 1-4 BPO		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		ROGER MILLS		4-13N-21W		201202		 	(6,568	) 
	 046058
		DUB #1-21H		CHESAPEAKE OPERATING, INC		PRODUCING WELL		OKLAHOMA		WASHITA		21-11N-18W		201203		 	1,023	  
	 034905
		DUDECK HEIRS GAS UNIT 1		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		TEXAS		HARRISON		L B BLANKENSHIP SVY, A-71		201203		 	(21	) 
	 038635
		DUDECK HEIRS GU #4		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		TEXAS		HARRISON		SEC 55, B.F.YOUNG SVY, A-817		201203		 	(8	) 
	 043725
		DUDECK HEIRS GU #5H		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		TEXAS		HARRISON		SEC 55, B.F.YOUNG SVY, A-817		201203		 	6	  
	 036917
		DUFF #2-25		LINN OPERATING INC		PRODUCING WELL		OKLAHOMA		ROGER MILLS		25-12N-24W		201204		 	2,481	  
	 038640
		DUFF #3-25		LINN OPERATING INC		PRODUCING WELL		OKLAHOMA		ROGER MILLS		25-12N-24W		201204		 	1,004	  
	 045337
		DUKES, JOE 4 #2H		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		TEXAS		HEMPHILL		SEC 4 BLK Z-1 ACH&B SVY		201202		 	(3,076	) 
	 021628
		DUNCAN		QEP ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		CUSTER		21-14N-15W		201202		 	1,092	  
	 024710
		DUNCAN #2-21		QEP ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		CUSTER		21-14N-15W		201202		 	(221	) 
	 033378
		DUNN #2-22		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		HARPER		22-28N-26W		201204		 	6,102	  
	 001561
		DUNN GAS UNIT		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		HARPER		22-28N-26W		201204		 	663	  
	 032991
		EAGLE #1-22		SAMSON RESOURCES COMPANY		SHUT DOWN OR T&A		OKLAHOMA		CUSTER		22-13N-15W		201202		 	2,196	  
	 001577
		EAKLE #1		JACO ENERGY COMPANY INC		PRODUCING WELL		OKLAHOMA		HASKELL		12-8N-18E		201202		 	(65	) 
	 011270
		EAKLE 1-7 NP		ABRAXAS PETROLEUM CORP		PRODUCING WELL		OKLAHOMA		HASKELL		7-8N-18E		201203		 	(488	) 
	 012549
		EAKLE A-2X		QEP ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		1-8N-17E		201202		 	18,813	  
	 001589
		ECHELLE #1-9		KAISER-FRANCIS OIL COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		9-3N-14E		201204		 	216	  
	 036349
		ECHO SPRINGS #14-2		MARATHON OIL COMPANY		PRODUCING WELL		WYOMING		CARBON		02-19N-93W		201204		 	(9,575	) 
	 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		201204		 	(30	) 
	 036653
		ECHO SPRINGS FED #6-22N		SAMSON RESOURCES COMPANY		PRODUCING WELL		WYOMING		CARBON		SE/NE SEC 22-19N-93W		201204		 	(14,854	) 
	 037700
		ECHO SPRINGS FEDERAL #7-1		SAMSON RESOURCES COMPANY		PRODUCING WELL		WYOMING		CARBON		10-19N-93W		201204		 	50,399	  
	 037896
		ECHO SPRINGS FEDERAL #7-2		SAMSON RESOURCES COMPANY		PRODUCING WELL		WYOMING		CARBON		22-19N-93W		201204		 	—  	  
	 037897
		ECHO SPRINGS FEDERAL #8-1		SAMSON RESOURCES COMPANY		PRODUCING WELL		WYOMING		CARBON		14-19N-93W		201204		 	16,652	  
	 037898
		ECHO SPRINGS FEDERAL #8-2		SAMSON RESOURCES COMPANY		PRODUCING WELL		WYOMING		CARBON		22-19N-93W		201204		 	(17,084	) 
	 037899
		ECHO SPRINGS FEDERAL #9-1		SAMSON RESOURCES COMPANY		PRODUCING WELL		WYOMING		CARBON		10-19N-93W		201204		 	(22,437	) 
	 043535
		ECHO SPRINGS FEDERAL 44-2		KERR-MCGEE CORP.		PRODUCING WELL		WYOMING		SWEETWATER		28-20N-93W		201203		 	16,693	  
	 042023
		ECHO SPRINGS STATE #10-16		ANADARKO PETROLEUM CORP.		PRODUCING WELL		WYOMING		CARBON		16-19N-93W W/2 SW/4 SW/4		201203		 	(9,031	) 
	 036094
		ECHO SPRINGS STATE #6-36		SAMSON RESOURCES COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		36-20N-93W		201204		 	1,242	  
	 036095
		ECHO SPRINGS STATE #7-36		SAMSON RESOURCES COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		36-20N-93W		201204		 	29,327	  
	 038053
		ECHO SPRINGS STATE #9-36		SAMSON RESOURCES COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		36-20N-93W		201204		 	(1	) 
	 034549
		EDITH #1-18		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		WASHITA		18-11N-19W		201204		 	(144	) 
	 041683
		EDNA #1-25		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		MAJOR		25-22N-14W		201204		 	1,456	  









 Schedule 8.18 

Closing Date Gas Imbalances 
  


																			
	 WELLHEAD GAS IMBALANCES
		 		 		 		 		 		 	 
	 TOTAL
		12,108,313																
									
	 LEASE #
		 LEASE NAME
		 OPERATOR NAME
		 WELL STATUS
		 STATE
		 COUNTY
		 LEGAL DESCRIPTION
		 PRODUCTION
MONTH
		NET
IMBALANCE	 
	 041974
		EDWARD #1-19		SM ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		19-07N-12W		201203		 	(370	) 
	 031252
		EDWARDS #4-12		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		12-12N-22W		201203		 	(1,830	) 
	 042680
		EDWARDS USA #1-3		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		MAJOR		03-21N-14W		201204		 	3,960	  
	 005135
		EHRLICH #1-11		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		ELLIS		11-23N-25W		201204		 	45,281	  
	 008459
		EHRNSTEIN #1-22		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		GRADY		22-4N-7W		201204		 	85,274	  
	 005284
		EISER #1-31		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		STEPHENS		31-2N-5W		201203		 	1,166	  
	 023996
		ELEM #35-1		SAMSON RESOURCES COMPANY		SHUT DOWN OR T&A		OKLAHOMA		WOODWARD		35-20N-21W		201204		 	(689	) 
	 006292
		ELLIOTT #1-16		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		CUSTER		16-12N-20W CNW		201204		 	451	  
	 004837
		ELLIOTT #1-19		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		CUSTER		19-12N-20W		201204		 	1,795	  
	 031207
		ELLIOTT #4-16		APACHE CORPORATION		ABANDONED WELL		OKLAHOMA		CUSTER		16-12N-20W		201201		 	(133	) 
	 036062
		ELLIOTT #8-3		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		WASHITA		3-11N-20W		201204		 	123	  
	 035355
		ELLIOTT, DAILEY B 1-24		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CADDO		24 11N 12W C NE		201203		 	192,778	  
	 006979
		ELLIS #2-33		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		33-10N-26W		201204		 	(29,919	) 
	 006980
		ELLIS #3-33		BP AMERICA PRODUCTION COMPANY		SHUT DOWN OR T&A		OKLAHOMA		BECKHAM		33-10N-26W		201204		 	2,916	  
	 006671
		ELLIS UT #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		35-18N-25W		201204		 	(2,587	) 
	 006737
		ELY 1-15		NEWFIELD EXPLORATION MID CONT		ORRI/RY		OKLAHOMA		ROGER MILLS		15-12N-24W		201012		 	(735	) 
	 037322
		ERIC #1-1		QEP ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		01-08N-17E		201202		 	(237	) 
	 004313
		ETCHISON UNIT #1		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		PITTSBURG		4-7N-18E		201204		 	(209	) 
	 033047
		EUGENE #1-2		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		CADDO		2-6N-9W		201204		 	3,129	  
	 003275
		EUNICE A #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		24-3N-14E		201204		 	94	  
	 006182
		EVANS #1		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		ROGER MILLS		30-13N-22W ALL		201204		 	23,108	  
	 021674
		EVANS BF 2		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		DEWEY		18-18N-14W		201204		 	15	  
	 007572
		EWING #1-16		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		MAJOR		16-20N-11W		201204		 	6,217	  
	 021686
		FABIAN #1		CHEVRON USA INC		PRODUCING WELL		TEXAS		WHEELER		SEC 45, BLK A-7, H&GN SVY		201203		 	(2,454	) 
	 025156
		FABIAN #2-45		CREST RESOURCES, INC.		PRODUCING WELL		TEXAS		WHEELER		SEC 45, BLK A-7, H&GN SVY		201202		 	350	  
	 026525
		FABIAN #6-45		CREST RESOURCES, INC.		APO ONLY		TEXAS		WHEELER		SEC 45 BLK A-7 H&GN SVY		201201		 	(5,259	) 
	 025322
		FABIAN S #3-45		CREST RESOURCES, INC.		PRODUCING WELL		TEXAS		WHEELER		SEC 45, BLK A-7, H&GN SVY		201203		 	2,123	  
	 025471
		FABIAN S #5-45		CREST RESOURCES, INC.		PRODUCING WELL		TEXAS		WHEELER		SEC 45, BLK A-7, H&GN SVY		201203		 	378	  
	 012913
		FAMILY TRUST #1-1		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CARTER		01-03S-01E NE/4		201202		 	40	  
	 003770
		FARMLANDS INC #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		ARKANSAS		LOGAN		27-8N-26W		201205		 	1,544	  
	 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		201204		 	(38,891	) 
	 001640
		FARRIS C #2-18		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		WHEELER		SEC 18 BLOCK A-4 H&GN SURVEY		201204		 	25,504	  
	 033084
		FARRIS RANCH 1-5 (TONK/CO		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		DEWEY		5-16N-18W		201204		 	19,128	  
	 045219
		FARVER #1-29H		CONTINENTAL RESOURCES, INC.		PRODUCING WELL		NORTH DAKOTA		DIVIDE		SEC 29 & 32-160N-96W		201204		 	(2	) 
	 011289
		FEATHERSTON C 1-15 NP		ABRAXAS PETROLEUM CORP		PRODUCING WELL		OKLAHOMA		PITTSBURG		15-7N-17E		201204		 	343	  
	 006592
		FEDERAL #1-34		NOBLE ENERGY INC		PRODUCING WELL		OKLAHOMA		BLAINE		34-13N-12W		201204		 	4,718	  
	 012500
		FEDERAL ENERGY #1-35		CONOCOPHILLIPS COMPANY		SHUT DOWN OR T&A		WYOMING		FREMONT		35-39N-90W		201203		 	106,776	  
	 021725
		FEE #2		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		BIENVILLE		13-16N-6W		201203		 	(1,349	) 
	 030460
		FELL #1-22		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		GRADY		22-5N-5W		201204		 	(379	) 
	 035611
		FELTS #2 ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		9 17N 9W NW SW NE		201204		 	11,475	  
	 035249
		FELTS ET AL 1 ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		9 17N 9W NW NW NE		201204		 	42,719	  
	 037390
		FELTS, MASON #2 ALT		SAMSON CONTOUR ENERGY E&P, LLC		SHUT DOWN OR T&A		LOUISIANA		WEBSTER		09-17N-09W		201204		 	767	  
	 035591
		FELTS, MASON 1		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		9 17N 9W NW SW SE		201204		 	(7,868	) 
	 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		201204		 	(6,115	) 
	 007124
		FILE #2-956		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		LIPSCOMB		SEC 956 BLK 43 H&TC RR CO SUR		201204		 	(3,464	) 
	 005379
		FILES #1-9		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ELLIS		9-18N-25W		201204		 	649	  
	 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-l H&GN SURVEY		201101		 	(4	) 
	 039272
		FILLINGIM #4021P		NOBLE ENERGY INC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 40 BLK M-1 H&GN SVY		201204		 	1,363	  
	 005749
		FILLINGIM-TEAS #1		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		87, BLK M-l		201204		 	3,325	  
	 036607
		FILLINGIM-TEAS #12-87		SAMSON LONE STAR, LLC		SHUT DOWN OR T&A		TEXAS		HEMPHILL		SEC 87 BLK M-1 H&GN SVY		201202		 	2,521	  
	 034997
		FILLINGIM-TEAS #2-87		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 87, BLK M-1, H&GN SVY		201204		 	1,202	  
	 036317
		FILLINGIM-TEAS #6-87		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 87 BLK M-1 H&GN SVY		201204		 	375	  
	 036338
		FILLINGIM-TEAS #7-87		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 87 BLK M-l H&GN SVY		201204		 	737	  
	 036550
		FILLINGIM-TEAS #8-87		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 87 BLK M-1 H&GN SVY		201204		 	685	  
	 036549
		FILLINGIM-TEAS #9-87		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 87 BLK M-1 H&GN SVY		201204		 	267	  
	 008869
		FINIS-CLARK		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		OKLAHOMA		GRADY		16-8N-8W		201203		 	(156,310	) 
	 008654
		FINIS-CLARK #2-16		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		OKLAHOMA		GRADY		16-8N-8W		201203		 	21,883	  
	 006231
		FINNELL 2-34A		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		34-10N-20W CNE		201204		 	621	  
	 038098
		FISHER #1-11		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		11-13N-22W		201204		 	253	  
	 043657
		FISHER #13-12		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		12-13N-22W		201204		 	6,028	  
	 039530
		FISHER #2-11		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		11-13N-22W		201204		 	3,292	  
	 008020
		FISHER KENNETH E #1-11		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		MAJOR		11-20N-10W		201204		 	1,670	  
	 008016
		FISHER KENNETH E #2-11 HU		SAMSON RESOURCES COMPANY		SHUT DOWN OR T&A		OKLAHOMA		MAJOR		11-20N-10W		201204		 	29,332	  
	 003993
		FITE #1		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		LE FLORE		28-10N-27E		201203		 	197	  
	 033138
		FIVE MILE GULCH #9		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		5-21N-93W		201203		 	2,418	  
	 035257
		FIZER 1		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		3 17N 9W NW NE SE		201204		 	2,080	  
	 006981
		FLAMING #1-20		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		WASHITA		20-11N-14W		201204		 	718	  
	 036365
		FLAMING #3-20		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		WASHITA		20-11N-14W		201204		 	(240	) 
	 011326
		FLATT #1-28 TP		MONTEX DRILLING COMPANY		PRODUCING WELL		WYOMING		FREMONT		28-39N-91W		201203		 	1,728	  
	 007633
		FLENNER #2-20		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		20-12N-23W		201204		 	32,273	  
	 011327
		FLICK 1-19 BG0		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		19-14N-20W		201202		 	32,741	  
	 011329
		FLICK 3-19		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		19-14N-20W		201204		 	20,639	  
	 012627
		FLORENCE #9-3		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		3-38N-90W		201203		 	31,172	  
	 007094
		FLOWERS #1-1		CHEVRON USA INC		SHUT DOWN OR T&A		TEXAS		HEMPHILL		SEC 1 B&B SURVEY		201202		 	(2,744	) 
	 001691
		FLOWERS #2		SAMSON RESOURCES COMPANY		PRODUCING WELL		ARKANSAS		LOGAN		27-9N-23W		201204		 	722	  
	 001686
		FLOWERS #2-40		KAISER-FRANCIS OIL COMPANY		PRODUCING WELL		TEXAS		HEMPHILL		ABSTRACT 40, DP FEARIS SURVEY		201204		 	(6,770	) 
	 004094
		FLOWERS #3-40		KAISER-FRANCIS OIL COMPANY		PRODUCING WELL		TEXAS		HEMPHILL		SEC 40, D.P. FEARIS SURVEY		201203		 	549	  
	 006946
		FLOWERS #5-40		KAISER-FRANCIS OIL COMPANY		PRODUCING WELL		TEXAS		HEMPHILL		SEC 40 D. P. FEARIS SURVEY		201204		 	3,901	  
	 008792
		FLOWERS #6-40		KAISER-FRANCIS OIL COMPANY		PRODUCING WELL		TEXAS		HEMPHILL		SEC 40 D.P. FEARIS SURVEY		201204		 	2,355	  
	 008793
		FLOWERS #7-40		KAISER-FRANCIS OIL COMPANY		PRODUCING WELL		TEXAS		HEMPHILL		SEC 40 D.P. FEARIS SURVEY		201204		 	1,756	  
	 003970
		FLOWERS #8		NOBLE ENERGY INC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 226 BLK C		201204		 	(6,569	) 
	 008812
		FLOWERS #8-40		KAISER-FRANCIS OIL COMPANY		PRODUCING WELL		TEXAS		HEMPHILL		SEC 40 D.P. FEARIS SURVEY		201204		 	974	  
	 008938
		FLOWERS #9		NOBLE ENERGY INC		APO ONLY		TEXAS		HEMPHILL		SEC 224 BLK C G&MMB&A SURVEY		201203		 	69	  
	 008957
		FLOWERS #9-40		KAISER-FRANCIS OIL COMPANY		PRODUCING WELL		TEXAS		HEMPHILL		SEC 40 D.P. FEARIS SURVEY		201204		 	3,688	  
	 033586
		FLOWERS 40 #10		KAISER-FRANCIS OIL COMPANY		PRODUCING WELL		TEXAS		HEMPHILL		SEC 40, D P FEARIS SVY		201204		 	43	  









 Schedule 8.18 

Closing Date Gas Imbalances 
  


																			
	 WELLHEAD GAS IMBALANCES
		 		 		 		 		 		 	 
	 TOTAL
		12,108,313																
									
	 LEASE #
		 LEASE NAME
		 OPERATOR NAME
		 WELL STATUS
		 STATE
		 COUNTY
		 LEGAL DESCRIPTION
		 PRODUCTION
MONTH
		NET
IMBALANCE	 
	 007990
		FLOWERS B #1-47		CENTURION RESOURCES, L.L.C.		PRODUCING WELL		TEXAS		HEMPHILL		SEC 47 BLK 1 I&GN RR CO SUR		201203		 	(7,327	) 
	 007993
		FLOWERS B #4-47		CENTURION RESOURCES, L.L.C.		PRODUCING WELL		TEXAS		HEMPHILL		SEC 47 BLK 1 I&GN RR CO SUR		201203		 	3,035	  
	 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		201203		 	(10,514	) 
	 005515
		FLOWERS B #7-47		CENTURION RESOURCES, L.L.C.		PRODUCING WELL		TEXAS		HEMPHILL		SEC 47 BLK 1 I&GN SURVEY		201203		 	20	  
	 033167
		FLOWERS B #8-47		CENTURION RESOURCES, L.L.C.		PRODUCING WELL		TEXAS		HEMPHILL		SEC 47 BLK 1 I&GN SVY		201203		 	2,468	  
	 007996
		FLOWERS C #1-48		CENTURION RESOURCES, L.L.C.		PRODUCING WELL		TEXAS		HEMPHILL		SEC 48 BLK 1 I&GN RR CO SURVEY		201203		 	1,029	  
	 007865
		FLOWERS C #4-48		CENTURION RESOURCES, L.L.C.		PRODUCING WELL		TEXAS		HEMPHILL		SEC 48 BLK 1 I&GN RR CO SUR		201203		 	55	  
	 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		201204		 	18,852	  
	 003995
		FLOWERS, LOIS #4		SAMSON LONE STAR, LLC		SHUT DOWN OR T&A		TEXAS		HEMPHILL		JAMES KINNEY SURVEY		201204		 	(4,138	) 
	 033570
		FLOWERS, LOIS #6		KAISER-FRANCIS OIL COMPANY		PRODUCING WELL		TEXAS		HEMPHILL		JAMES KINNEY SVY		201203		 	310	  
	 011191
		FLOY COX 1-21 BG2		SAMSON RESOURCES COMPANY		SHUT DOWN OR T&A		OKLAHOMA		CADDO		21-10N-12W		201204		 	49,395	  
	 001689
		FLOYD #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		HASKELL		22-7N-19E		201204		 	(715	) 
	 021810
		FLOYD 1-26		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		GARVIN		26-1N-3W		201203		 	(582	) 
	 041311
		FLYING J #10-10		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		10-09N-19W		201204		 	9,304	  
	 004359
		FLYING J #1-10		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		10-9N-19W		201204		 	752	  
	 040452
		FLYING J #12-9		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		09-09N-19W		201204		 	(360	) 
	 030624
		FLYING J #3-11		CARBON ECONOMY, LLC		PRODUCING WELL		OKLAHOMA		WASHITA		11-9N-19W		201202		 	(130	) 
	 034692
		FLYING J #8-10		CONOCOPHILLIPS COMPANY		SHUT DOWN OR T&A		OKLAHOMA		WASHITA		10-9N-19W		201204		 	5,022	  
	 006622
		FLYNT #1-28		CIMAREX ENERGY CO.		SHUT DOWN OR T&A		OKLAHOMA		CUSTER		28-14N-20W		201202		 	(801	) 
	 035201
		FOGLE A-1 ALT		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		9 17N 9W SW NE NE		201203		 	(1,347	) 
	 035248
		FOGLE ET AL 2		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		10 17N 9W		201204		 	67,539	  
	 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		 	2,846	  
	 032915
		FORD #3-25		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		OKLAHOMA		CUSTER		25-13N-17W		201202		 	6,620	  
	 033319
		FORD #4-25		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		OKLAHOMA		CUSTER		25-13N-17W		201203		 	26,452	  
	 001647
		FORT CHAFFE FEDERAL #1-20		XTO ENERGY INC.		PRODUCING WELL		ARKANSAS		SEBASTIAN		PART SEC. 19 & 20-7N-31W		201203		 	(32	) 
	 030915
		FORT CHAFFE FEDERAL #2-19		XTO ENERGY INC.		PRODUCING WELL		ARKANSAS		SEBASTIAN		PART SEC. 19 & 20-7N-31W		201203		 	(2,687	) 
	 021816
		FORT SILL UNIT 4-2 SEC 30		FOREST OIL CORPORATION		PRODUCING WELL		OKLAHOMA		CADDO		30-5N-10W		201202		 	123,917	  
	 033223
		FOSTER #1		TORCH E & P PROCESSING		PRODUCING WELL		TEXAS		RUSK		F. C. BOOKER SVY, A-148		201204		 	(4,308	) 
	 003286
		FOSTER #1-15		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		15-6N-20E		201204		 	506	  
	 037826
		FOSTER #1-22		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		MAJOR		22-22N-14W		201203		 	3,496	  
	 032970
		FOSTER #1-31		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		31-13N-16W		201204		 	721	  
	 033224
		FOSTER #2		TORCH E & P PROCESSING		PRODUCING WELL		TEXAS		RUSK		F. C. BOOKER SVY, A-148		201204		 	(7,586	) 
	 037454
		FOSTER #2-15		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		15-06N-20E		201204		 	4,894	  
	 008926
		FOWLER #1-19 (SIDETRACK)		SAMSON RESOURCES COMPANY		SHUT DOWN OR T&A		OKLAHOMA		BECKHAM		19-12N-21W		201204		 	40,577	  
	 008774
		FOWLER #2-19		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		19-12N-21W		201204		 	22,158	  
	 031132
		FOWLER #3-19		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		19-12N-21W		201204		 	85,262	  
	 001707
		FOX #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BLAINE		10-18N-10W		201204		 	36	  
	 006624
		FOX #2-10		RED HAWK RESOURCES, INC.		INACTIVE ORRI/RY		OKLAHOMA		ELLIS		10-18N-26W		200805		 	(30,070	) 
	 007659
		FOX, HENRY 1-31 L		QEP ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		BLAINE		31-19N-10W		201202		 	37,944	  
	 025194
		FRANCES #1		CHEVRON USA INC		PRODUCING WELL		TEXAS		WHEELER		E/2 SEC 19 & W/2 SEC 20, JMLS		201203		 	2,379	  
	 042767
		FRANCES #1-12H		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CARTER		12-03S-01E		201202		 	(47	) 
	 043114
		FRANCES #2-12H		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CARTER		12-03S-01E		201202		 	388	  
	 034273
		FRANCIS #10-58		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 58, BLK M-l, H&GN SVY		201204		 	(510	) 
	 005929
		FRANCIS #2-58		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 58 BLK M-l H&GN		201204		 	103	  
	 033262
		FRANCIS #3-58		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 58 BLK M-l H&GN RR SVY		201204		 	(2,806	) 
	 033435
		FRANCIS #4-58		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 58, BLK M-l, H&GN SVY		201204		 	(1,729	) 
	 033623
		FRANCIS #5-58		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 58, BLK M-l, H&GN SVY		201204		 	(5,851	) 
	 033635
		FRANCIS #6-58		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 58, BLK M-l, H&GN SVY		201204		 	(6,809	) 
	 034160
		FRANCIS #7-58		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 58, BLK M-l, H&GN SVY		201204		 	(9,436	) 
	 034161
		FRANCIS #8-58		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 58, BLK M-l, H&GN SVY		201204		 	(2,328	) 
	 034272
		FRANCIS #9-58		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 58, BLK M-l, H&GN SVY		201204		 	(25,280	) 
	 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		201204		 	1,403	  
	 035280
		FRAZIER, KENNON A-1 ALT		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		24 18N 9W SE SE S2		201203		 	2,117	  
	 025718
		FREDA #1-11		NEWFIELD EXPLORATION MID CONT		PRODUCING WELL		OKLAHOMA		GRADY		11-4N-5W		201204		 	2,155	  
	 006116
		FREDERICK A #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		HASKELL		27, 34-9N-22E		201204		 	4,499	  
	 044187
		FREEMAN #1-33		SM ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		33-07N-11W		201203		 	(771	) 
	 036143
		FRESCA #1-24		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		24-12N-24W		201204		 	35,920	  
	 037329
		FRESCA #2-24		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		24-12N-24W		201204		 	28	  
	 038589
		FRESCA #3-24 (CHEROKEE)		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		24-12N-24W		201204		 	31	  
	 038860
		FRIDDLE JESSE #1-3		HANNA OIL & GAS CO.		PRODUCING WELL		ARKANSAS		LOGAN		S/2 SEC 34-07N-27W &		201203		 	166	  
	 004805
		FROST #1-17		UNIT PETROLEUM COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		17-11N-13W		201202		 	66,718	  
	 005448
		FRY #1-19		SPESS OIL COMPANY		PRODUCING WELL		OKLAHOMA		BEAVER		19-3N-24ECM		201203		 	(7,897	) 
	 007122
		FRY-WHEATLEY #2-1042		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		LIPSCOMB		SEC 1042 BLK 43 H&TC RR CO SUR		201204		 	(1,293	) 
	 037806
		FUCHS #2-7		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		07-11N-24W		201204		 	1,625	  
	 035265
		FULLER 1 ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		9 17N 9W W2 SW NW		201204		 	1,146	  
	 035316
		FULLER 2		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		9 17N 9W SE SE NW		201204		 	9,222	  
	 006442
		FULTON #1-33		LAREDO PETROLEUM INC		PRODUCING WELL		OKLAHOMA		CADDO		33-5N-9W		201203		 	15,850	  
	 033799
		FURRH, EUNICE A 1		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		PANOLA		WILLIAM ENGLISH SVY, A-194		201204		 	2,128	  
	 001734
		FURROW #1-22		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		HASKELL		22-7N-21E		201204		 	(2,036	) 
	 033076
		G.C. #1-2		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		ELLIS		2-19N-21W		201203		 	(410	) 
	 001735
		GADEN #1		KAISER-FRANCIS OIL COMPANY		PRODUCING WELL		OKLAHOMA		WOODWARD		26-20N-17W		201203		 	(1,870	) 
	 030315
		GALLION 1 & 3 SEC. 5		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		PITTSBURG		05-06N-17E		201204		 	1,393	  
	 035154
		GALLION 2		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		PITTSBURG		5 6N 17E N2 S2 NW		201201		 	(3,535	) 
	 035278
		GALLION 5		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		PITTSBURG		5 6N 17E S2 N2 NE		201203		 	(9	) 
	 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		201204		 	3,085	  
	 005709
		GARRETT #B1-6		NOBLE ENERGY INC		ABANDONED WELL		OKLAHOMA		GRADY		6-8N-8W		199912		 	10,167	  
	 030107
		GARRETT & CO. ‘C’ UNIT		XTO ENERGY INC.		PRODUCING WELL		OKLAHOMA		LATIMER		33-4N-18E		201203		 	227	  
	 041213
		GARRETT AND COMPANY #1-2		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		02-03N-14E		201204		 	7,507	  
	 030675
		GATES #7-2		MARATHON OIL COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		2-14N-22W		201202		 	(4,828	) 
	 006670
		GATZ #1-5		CHESAPEAKE OPERATING, INC.		ABANDONED WELL		OKLAHOMA		CANADIAN		5-11N-7W		200901		 	3,629	  
	 042272
		GENE #1-25		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		MAJOR		25-22N-14W		201204		 	7,062	  
	 044336
		GENEVA #1-21H		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		WASHITA		21-11N-16W		201203		 	2,292	  
	 006548
		GEORGE #2-11		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		TEXAS		HEMPHILL		SEC 11 BLK M-1 H&GN SURVEY		201203		 	25	  
	 026000
		GEORGE #6-20		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		20-10N-20W		201204		 	(23	) 









 Schedule 8.18 

Closing Date Gas Imbalances 
  


																			
	 WELLHEAD GAS IMBALANCES
		 		 		 		 		 		 	 
	 TOTAL
		12,108,313																
									
	 LEASE #
		 LEASE NAME
		 OPERATOR NAME
		 WELL STATUS
		 STATE
		 COUNTY
		 LEGAL DESCRIPTION
		 PRODUCTION

MONTH
		NET
IMBALANCE	 
	 006547
		GEORGE (ARDELL) #1-1		CIMAREX ENERGY CO.		PRODUCING WELL		TEXAS		HEMPHILL		17, BLK M-1 H&GN SURVEY		201203		 	(9,614	) 
	 001751
		GEREN #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		LE FLORE		5-10N-27E		201204		 	(6,761	) 
	 004989
		GIBBS UNIT		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ELLIS		19-21N-25W		201204		 	854	  
	 040862
		GIBSON #2-3H		XTO ENERGY INC.		PRODUCING WELL		OKLAHOMA		PITTSBURG		03-03N-12E		201203		 	6,387	  
	 042931
		GILMER #1-15		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		MAJOR		15-20N-11W		201204		 	(8,144	) 
	 003437
		GLADYS ROSE #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		5-2N-14E		201204		 	(4,441	) 
	 042102
		GLADYS ROSE #1H-5		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		05-02N-14E		201204		 	474	  
	 044804
		GLASOE #2-19H		CONTINENTAL RESOURCES, INC.		PRODUCING WELL		NORTH DAKOTA		DIVIDE		SEC 18 & 19-161N-95W		201204		 	344	  
	 044803
		GLASOE #3-19H		CONTINENTAL RESOURCES, INC.		PRODUCING WELL		NORTH DAKOTA		DIVIDE		SEC 18 & 19-161N-95W		201204		 	(1,132	) 
	 035601
		GLASS D #2-ALT		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		4 17N 9W NW NE NW		201201		 	4,257	  
	 035088
		GLASS ESTATE 1		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		25 18N 9W SW NE NE		201203		 	2	  
	 035512
		GLASS ESTATE 3 #2		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		3 17N 9W SE SE SW		201204		 	4,666	  
	 035941
		GLASS ESTATE 3 #3 ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		3-17N-9W		201204		 	256	  
	 035306
		GLASS ESTATE 3-1		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		3 17N 9W NW SW SW		201204		 	15,340	  
	 038056
		GLASS ESTATE A #5 ALT		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		25-18N-09W		201203		 	2,317	  
	 041862
		GLASS ESTATE A #6-ALT		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		25-18N-09W		201203		 	2,351	  
	 041981
		GLASS ESTATE A #7-ALT		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		25-18N-09W		201203		 	1,765	  
	 035120
		GLASS ESTATE A-1-ALT		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		25 18N 9W SE NW NE		201203		 	(3,806	) 
	 035217
		GLASS ESTATE A-2 ALT		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		25 18N 9W NW SE NW		201203		 	(1,691	) 
	 035299
		GLASS ESTATE A-3		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		25 18N 9W SE SE NW		201203		 	4,323	  
	 035527
		GLASS ESTATE A-4		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		25 18N 9W NW NW SE		201203		 	1,077	  
	 035256
		GLASS ESTATE C-1		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		33 18N 9W NE SE SW		201203		 	(270	) 
	 035242
		GLASS ESTATE D-1		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		4 17N 9W NE NE NW		201203		 	1,011	  
	 034303
		GLENN A #1		CREST RESOURCES, INC.		PRODUCING WELL		OKLAHOMA		LATIMER		1-6N-18E		201203		 	4,492	  
	 006436
		GLISAN AMOCO #1-12		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		TEXAS		HEMPHILL		12, BLK M-1 H&GN SURVEY		201203		 	(35,416	) 
	 006250
		GLISAN-STEEN #1		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		13, BLK M-1 H&GN SURVEY		201204		 	11,679	  
	 021879
		GOBER #1		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		ROBERTS		SEC 140 BLK 42 H&TC SURVEY		201204		 	1,442	  
	 005668
		GODDARD, CARL #4-2		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		2-3N-15E		201204		 	760	  
	 004901
		GODDARD, CARL UNIT #2-2		CHEVRON USA INC		PRODUCING WELL		OKLAHOMA		PITTSBURG		2-3N-15E		201203		 	1,373	  
	 005391
		GODDARD, CARL #3-2		CHEVRON USA INC		PRODUCING WELL		OKLAHOMA		PITTSBURG		2-3N-15E		201203		 	(7,853	) 
	 011378
		GODFREY 2-21		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BRYAN		21-6S-7E		201204		 	486	  
	 001776
		GOERING UNIT #2		J BREX COMPANY		PRODUCING WELL		OKLAHOMA		HARPER		22-26N-24W		201204		 	(3,738	) 
	 040380
		GOLDEN GAS UNIT #1		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		TEXAS		RUSK		THOMAS OBAR SVY A-26		201203		 	1,623	  
	 040381
		GOLDEN GAS UNIT #2		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		TEXAS		RUSK		THOMAS O’BAR SVY A-26		201203		 	2,433	  
	 011380
		GOLDIE 1-19 BG0		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		19-12N-15W		201203		 	11,138	  
	 011382
		GOLDIE 2-19		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		19-12N-15W		201204		 	3,737	  
	 007110
		GOOCH #2-984		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		LIPSCOMB		SEC 984 BLK 43 H&TC RR CO SUR		201204		 	352	  
	 033539
		GOOD #1-25		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		GRADY		25-8N-6W		201204		 	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		201204		 	2,550	  
	 036471
		GOODWILL 3 #1-ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		03-17N-09W		201204		 	(139	) 
	 036507
		GOODWILL 3 #2 ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		03-17N-09W		201204		 	393	  
	 004205
		GORE #1-4		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		DEWEY		4-16N-18W		201204		 	133,653	  
	 011388
		GORE HEIRS 1-12 SD		SAMSON RESOURCES COMPANY		PRODUCING WELL		MISSISSIPPI		MONROE		12-16S-7E		201204		 	(2	) 
	 008249
		GOULD-FEDERAL #2-21		XTO ENERGY INC.		PRODUCING WELL		OKLAHOMA		MAJOR		21-22N-14W		201203		 	(28,492	) 
	 040176
		GRABER, J 1-2		NOBLE ENERGY INC.		PRODUCING WELL		KANSAS		KEARNY		07-24S-37W		201203		 	9,868	  
	 040150
		GRABER, J 1-A		NOBLE ENERGY INC.		PRODUCING WELL		KANSAS		KEARNY		07-24S-37W		201203		 	35,946	  
	 040177
		GRABER, M 1-2		NOBLE ENERGY INC.		PRODUCING WELL		KANSAS		KEARNY		18-24S-37W		201202		 	4,669	  
	 030021
		GRACE #35-2 (CASING)		LAND & NATURAL RESOURCES DEV		ABANDONED WELL		ALABAMA		PICKENS		35-18S-15W		201011		 	18,197	  
	 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		201203		 	2,133	  
	 024008
		GRAY 2-22 (BEGGS/BRISCOE)		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		STEPHENS		22-2N-8W		201203		 	9,750	  
	 021927
		GRAY 2-22 (HOXBAR)		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		STEPHENS		22-2N-8W		201203		 	(103	) 
	 035324
		GRAY ET AL 2		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		3 17N 9W NE SE NW		201204		 	2,841	  
	 035267
		GRAY ET AL1 ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		3 17N 9W NW NW SW		201204		 	321	  
	 031285
		GRAY RA SUO-CA ANTRIUM-D2		XTO ENERGY INC.		PRODUCING WELL		LOUISIANA		BOSSIER		35-22N-11W		201202		 	(1,960	) 
	 006387
		GRAY, DONALD #1-28		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		28-10N-12W		201204		 	7,118	  
	 035074
		GRAY, IRENE 1-D		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		9 17N 9W SE NE NW		201204		 	26,461	  
	 033587
		GREEN #4-1A		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		WASHITA		1-11N-20W		201204		 	563	  
	 008937
		GREEN EST #3		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		29-10N-26W		201205		 	284	  
	 006984
		GREEN EST. 2		SM ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		29-10N-26W		201203		 	76,601	  
	 006179
		GREGORY #1-29		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BECKHAM		29-12N-21W ALL		201204		 	714	  
	 032267
		GREGORY A G GU #1		EXXON-MOBIL OIL CORPORATION		PRODUCING WELL		TEXAS		RUSK		WM FRISBY SVY, A-280		201203		 	3,516	  
	 032268
		GREGORY A G GU #2		EXXON-MOBIL OIL CORPORATION		PRODUCING WELL		TEXAS		RUSK		WM FRISBY SVY, A-280		201203		 	120	  
	 032343
		GREGORY A G GU #3		EXXON-MOBIL OIL CORPORATION		PRODUCING WELL		TEXAS		RUSK		WM FRISBY SVY, A-280		201203		 	(172	) 
	 032342
		GREGORY A G GU #4		EXXON-MOBIL OIL CORPORATION		PRODUCING WELL		TEXAS		RUSK		WM FRISBY SVY, A-280		201203		 	(513	) 
	 031462
		GREGSTON, CARL 1		EXXON-MOBIL OIL CORPORATION		PRODUCING WELL		TEXAS		GREGG		S. L. DAVIS SVY A-61		201203		 	2,388	  
	 006675
		GRIFFITTS-TURNBULL #1-2		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		2-6N-10W		201203		 	7,386	  
	 021938
		GROFF 1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		MARSHALL		2-8S-4E		201204		 	16,960	  
	 001814
		GUENZEL #1		KAISER-FRANCIS OIL COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		15-14N-26W		201202		 	(254,776	) 
	 035219
		GUICE A-1		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		18 18N 8W SW NE SE		201203		 	11	  
	 007386
		GULF MESA SAPPINGTON #2		CHEVRON USA INC		PRODUCING WELL		TEXAS		HEMPHILL		G W ARRINGTON		201204		 	3,628	  
	 007387
		GULF MESA SAPPINGTON #3		CHEVRON USA INC		PRODUCING WELL		TEXAS		HEMPHILL		G W ARRINGTON		201204		 	26,594	  
	 007388
		GULF MESA SAPPINGTON #4		CHEVRON USA INC		PRODUCING WELL		TEXAS		HEMPHILL		G W ARRINGTON		201204		 	(36,294	) 
	 034570
		GUTHRIE #2-34		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		WASHITA		34-11N-19W		201204		 	(171	) 
	 037598
		GUTHRIE #3-34		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		WASHITA		34-11N-19W		201204		 	(55	) 
	 005768
		GWARTNEY #23-4		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		23-14N-20W		201204		 	6,405	  
	 011417
		GWYN 1 MG		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		LOGAN		22-15N-4W		201204		 	1,276	  
	 012351
		HAAS #2-35		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		35-10N-12W		201204		 	9,675	  
	 006833
		HAGGARD #2-11		WYNN-CROSBY OPERATING LTD		PRODUCING WELL		OKLAHOMA		CUSTER		11-13N-17W		201204		 	2,964	  
	 038432
		HAGGARD #7-20		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		20-10N-20W		201204		 	1,928	  
	 006665
		HAGGARD 3-20		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		20-10N-20W		201204		 	(527	) 
	 021977
		HAGGARD 5		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		20-10N-20W		201204		 	979	  
	 025463
		HALEY #2-31		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		BECKHAM		31-11N-22W		201204		 	(428	) 
	 025544
		HALEY #3-31		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		BECKHAM		31-11N-22W		201204		 	2,859	  
	 026455
		HALEY #4-31		CHESAPEAKE OPERATING, INC.		SHUT DOWN OR T&A		OKLAHOMA		BECKHAM		31-11N-22W		201204		 	530	  
	 008632
		HALEY 1-31		CHESAPEAKE OPERATING, INC.		SHUT DOWN OR T&A		OKLAHOMA		BECKHAM		31-11N-22W		201204		 	(43,839	) 
	 030108
		HALL #1-18		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		18-3N-13E		201203		 	134	  
	 044558
		HALL #1-19H		XTO ENERGY INC.		PRODUCING WELL		OKLAHOMA		PITTSBURG		19-03N-13E		201203		 	1,584	  









 Schedule 8.18 

Closing Date Gas Imbalances 
  

  

																			
	 WELLHEAD GAS IMBALANCES
		 		 		 		 		 		 	 
	 TOTAL
		12,108,313																
									
	 LEASE #
		 LEASE NAME
		 OPERATOR NAME
		 WELL STATUS
		 STATE
		 COUNTY
		 LEGAL DESCRIPTION
		 PRODUCTION

MONTH
		NET
IMBALANCE	 
	 001841
		HALL D #1		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		PITTSBURG		19-3N-13E		201204		 	8,965	  
	 004710
		HALL, KENNER #2		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		CUSTER		19-12N-20W		201204		 	31,837	  
	 006215
		HAMAR #1		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		2-14N-14W		201204		 	178	  
	 006560
		HAMILTON #1-17		KAISER-FRANCIS OIL COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		17-10N-12W		201204		 	(240	) 
	 032914
		HAMILTON #2-17		KAISER-FRANCIS OIL COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		17-10N-12W		201204		 	82	  
	 033320
		HAMILTON #4-28		CRAWLEY PETROLEUM CORP.		PRODUCING WELL		OKLAHOMA		WOODWARD		28-20N-21W		201204		 	1,844	  
	 001850
		HAMMOND #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		LE FLORE		4-7N-23E		201204		 	148	  
	 008265
		HAMMOND #2		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		LE FLORE		4-7N-23E		201204		 	5,084	  
	 041706
		HAMMOND #6-4		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		LE FLORE		04-07N-23E		201204		 	6,537	  
	 005536
		HARDY #15-3		UNIT PETROLEUM COMPANY		APO ONLY		OKLAHOMA		ELLIS		15-23N-25W		201202		 	(1,877	) 
	 007907
		HARDY 1-15		UNIT PETROLEUM COMPANY		PRODUCING WELL		OKLAHOMA		ELLIS		15-23N-25W		201204		 	4,945	  
	 005519
		HARMS #2-25		NOBLE ENERGY INC		PRODUCING WELL		OKLAHOMA		CUSTER		25-12N-15W		201203		 	(359	) 
	 006262
		HARRELL #1-2		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		2-11N-20W CSE		201204		 	42,689	  
	 006440
		HARRELL-MERZ #1-11		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		11-11N-20W		201204		 	31	  
	 004317
		HARRINGTON #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		32-4N-14E		201204		 	5,360	  
	 006684
		HARRINGTON 1-35		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		35-12N-23W		201204		 	(85	) 
	 030683
		HARRIS #2		APACHE CORPORATION		SHUT DOWN OR T&A		TEXAS		WHEELER		SEC. 13, BLK OS2		201201		 	(11,478	) 
	 031243
		HARRIS #2-13		XTO ENERGY INC.		PRODUCING WELL		ARKANSAS		JOHNSON		13-9N-25W		201203		 	2,471	  
	 001864
		HARRIS I #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		24-4N-14E		201203		 	178,527	  
	 030764
		HARRIS I #2		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		24-4N-14E		201106		 	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		201204		 	10,595	  
	 003303
		HARRISON #1-22		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		22-6N-19E		201203		 	(3,712	) 
	 006414
		HARRISON #2-16		SM ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		16-10N-20W		201203		 	(6,927	) 
	 005332
		HARRISON #2-22		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		22-6N-19E		201203		 	(159	) 
	 004921
		HARRISON #2-30		KAISER-FRANCIS OIL COMPANY		SHUT DOWN OR T&A		OKLAHOMA		MCCLAIN		30-5N-3W		201106		 	(3,884	) 
	 038452
		HARRISON #2-6		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		06-13N-24W		201204		 	36	  
	 006685
		HARRISON 1-13		SAMSON LONE STAR, LLC		SOLD OR LOST LEASE		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		201204		 	139	  
	 004924
		HART #1-36		UNIT PETROLEUM COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		36-11N-13W		201202		 	(3,813	) 
	 004925
		HART #1-6		SAMSON RESOURCES COMPANY		SHUT DOWN OR T&A		OKLAHOMA		CADDO		06-10N-12W		201203		 	79,210	  
	 031345
		HART 4 (SANDY HOOK GU 21)		MILAGRO EXPLORATION LLC		PRODUCING WELL		MISSISSIPPI		MARION		21-1N-14E		201203		 	(6,847	) 
	 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		201204		 	89	  
	 006807
		HATCHER 2-30		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CUSTER		30-15N-17W		201204		 	37,654	  
	 005170
		HATTER FARMS #20-4		LINN ENERGY HOLDINGS LLC		PRODUCING WELL		OKLAHOMA		LE FLORE		20-8N-24E		201202		 	(32,191	) 
	 004462
		HATTER FARMS #2-20		LINN ENERGY HOLDINGS LLC		PRODUCING WELL		OKLAHOMA		LE FLORE		20-8N-24E		201204		 	(67,654	) 
	 040288
		HATTER FARMS #3-20 (BRAZI		LINN ENERGY HOLDINGS LLC		PRODUCING WELL		OKLAHOMA		LE FLORE		20-08N-24E		201202		 	(119,557	) 
	 044123
		HATTER FARMS #3-20 (RED O		LINN ENERGY HOLDINGS LLC		PRODUCING WELL		OKLAHOMA		LE FLORE		20-08N-24E		201202		 	15,418	  
	 007630
		HAWK UNIT #1		SAMSON RESOURCES COMPANY		SHUT DOWN OR T&A		OKLAHOMA		HARPER		17-28N-24W		201201		 	11,722	  
	 035304
		HAYES A-1		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		18 18N 8W SE SW SW		201203		 	(31	) 
	 011436
		HAYS, TENNIE B. #1-5		SAMSON RESOURCES COMPANY		PRODUCING WELL		ALABAMA		LAMAR		1-16S-16W		201204		 	5,124	  
	 032269
		HEARNE D M GU 1 #2		EXXON-MOBIL OIL CORPORATION		PRODUCING WELL		TEXAS		RUSK		JACOB TAYLOR SVY, A-775		201203		 	3,699	  
	 022079
		HEARON 1-4		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		GARVIN		4-3N-3W		201204		 	63	  
	 036604
		HEATHER #1-5		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		05-10N-25W		201203		 	(2	) 
	 024041
		HEDGECOCK # 3-12		NOBLE ENERGY INC		PRODUCING WELL		OKLAHOMA		CADDO		12-12N-12W CSE/4		201203		 	(602	) 
	 025769
		HEDGECOCK #4-12		NOBLE ENERGY INC		PRODUCING WELL		OKLAHOMA		CADDO		12-12N-12W		201204		 	240	  
	 022080
		HEDGECOCK 1		NOBLE ENERGY INC		PRODUCING WELL		OKLAHOMA		CADDO		12-12N-12W		201204		 	(756	) 
	 040823
		HEFLEY #10-37		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		TEXAS		WHEELER		SEC 37 BLK M-1 H&GN SVY		201203		 	2,988	  
	 040653
		HEFLEY #12-36		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		TEXAS		WHEELER		SECTION 36 BLK M-1 H&GN SVY		201203		 	369	  
	 040824
		HEFLEY #12-37		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		TEXAS		WHEELER		SEC 37 BLK M1 H&GN SVY		201203		 	1,855	  
	 040654
		HEFLEY #13-37		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		TEXAS		WHEELER		SECTION 37 BLK M-1 H&GN SVY		201203		 	1,697	  
	 022086
		HEFLEY #1-36		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		TEXAS		WHEELER		SEC 36, BLK M-1, H&GN SVY		201203		 	(3,635	) 
	 022087
		HEFLEY #1-37		DEVON ENERGY PRODUCTION, CO LP		SHUT DOWN OR T&A		TEXAS		WHEELER		SEC 37, BLK M-1, H&GN SVY		201112		 	11,111	  
	 022088
		HEFLEY #1-47		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		WHEELER		SEC 47 BLK M-1 H&GN SURVEY		201204		 	1,454	  
	 040826
		HEFLEY #15-37		DEVON ENERGY PRODUCTION,		PRODUCING WELL		TEXAS		WHEELER		SECTION 37 BLK M-1 H&GN SVY		201204		 	1,537	  
	 040668
		HEFLEY #17-36		DEVON ENERGY PRODUCTION,		PRODUCING WELL		TEXAS		WHEELER		SECTION 36 BLK M-1 H&GN SVY		201204		 	2,092	  
	 040657
		HEFLEY #21-37		DEVON ENERGY PRODUCTION,		PRODUCING WELL		TEXAS		WHEELER		SECTION 37 BLK M-1 H&GN SVY		201204		 	1,667	  
	 026446
		HEFLEY #2-36		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		TEXAS		WHEELER		SEC 36 BLK M-1 H&GN SVY		201203		 	792	  
	 025081
		HEFLEY #2-37		DEVON ENERGY PRODUCTION, CO LP		APO ONLY		TEXAS		WHEELER		SEC. 37, BLK M-1, H&GN SVY		201108		 	7,281	  
	 006307
		HEFLEY #3-32		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 32 BLK M-1 H&GN SURVEY		201204		 	10,374	  
	 040659
		HEFLEY #3-36		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		TEXAS		WHEELER		SECTION 36, BLK M-1, H&GN SVY		201203		 	525	  
	 040661
		HEFLEY #4-36		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		TEXAS		WHEELER		SECTION 36 BLK M-1 H&GN SVY		201203		 	1,010	  
	 040665
		HEFLEY #8-36		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		TEXAS		WHEELER		SECTION 36 BLK M-1 H&GN SVY		201203		 	1,309	  
	 032783
		HEITNER #3-13		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		13-5N-19E		201203		 	5,725	  
	 034502
		HEITNER #4-13		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		13-05N-19E		201203		 	2,877	  
	 034888
		HENDERSON 1-9		EAGLE ROCK MID-CONTINENT OPERA		PRODUCING WELL		ARKANSAS		LOGAN		9-8N-23W C E2		201204		 	(3,399	) 
	 001907
		HENDRICKS #1-1		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CARTER		1-3S-1E		201202		 	(50	) 
	 030728
		HENDRICKS #1-10		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		CADDO		10-6N-9W		201204		 	374	  
	 030913
		HENDRICKS #1-15 (TAYLOR #		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		CADDO		15-6N-9W		201204		 	993	  
	 031130
		HENDRICKS #2-10		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		CADDO		10-6N-9W		201204		 	2,112	  
	 044929
		HENDRY #1H		PENN VIRGINIA OIL & GAS LP		PRODUCING WELL		TEXAS		HARRISON		WILLIAM SMITH SVY, A-21		201203		 	2,638	  
	 012506
		HENDRY #2-8		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		8-38N-90W		201203		 	(259,835	) 
	 038083
		HENRICKS #3-10		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		CADDO		10-06N-09W		201204		 	(572	) 
	 003907
		HENRY #1-32		SAMSON RESOURCES COMPANY		PRODUCING WELL		ARKANSAS		SEBASTIAN		29,32-8N-32W		201204		 	181	  
	 030337
		HENSLEY 3-10		XTO ENERGY INC.		PRODUCING WELL		OKLAHOMA		WOODWARD		10-23N-18W		201203		 	184	  
	 007195
		HERIFORD #1-17		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		CUSTER		17-15N-20W		201204		 	72,908	  
	 041296
		HESTER #1-3- CHESAPEAKE		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		BECKHAM		03-10N-23W		201204		 	348	  
	 034333
		HIGGINS FEDERAL #1		KAISER-FRANCIS OIL COMPAN		PRODUCING WELL		WYOMING		SWEETWATER		2-17N-99W		201204		 	(1,061	) 
	 005182
		HIGHLEY-DODSON #1-14		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		ROGER MILLS		14-13N-22W		201204		 	1,714	  
	 004019
		HIGHTOWER #1-25		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		HASKELL		25-8N-21E		201204		 	77,658	  
	 004567
		HINKLE #1-28		LINN OPERATING INC		PRODUCING WELL		OKLAHOMA		WASHITA		28-10N-20W		201204		 	4,475	  
	 038003
		HINKLE #3-28		KAISER-FRANCIS OIL COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		28-10N-20W		201203		 	1,341	  
	 001935
		HINKLE, WALTER		CHEVRON USA INC		PRODUCING WELL		OKLAHOMA		BLAINE		23-16N-11W		201203		 	6,221	  
	 003854
		HINKLE, WALTER #2		CHEVRON USA INC		SHUT DOWN OR T&A		OKLAHOMA		BLAINE		23-16N-11W		201201		 	(6,992	) 
	 004242
		HINKLE, WALTER #3 (IRA #1		CHEVRON USA INC		PRODUCING WELL		OKLAHOMA		BLAINE		23-16N-11W		201204		 	25,712	  
	 004318
		HODGENS #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		16-3N-14E		201204		 	(39,037	) 
	 005477
		HODGES #1-4		MARLIN OIL CORPORATION		PRODUCING WELL		OKLAHOMA		BEAVER		4-5N-24ECM		201202		 	(92	) 
	 043298
		HOFFMAN #1-11H		DUNCAN OIL PROPERTIES, IN		PRODUCING WELL		OKLAHOMA		CUSTER		11-12N-16W		201204		 	1,421	  









 Schedule 8.18 

Closing Date Gas Imbalances 
  

  

																			
	 WELLHEAD GAS IMBALANCES
		 		 		 		 		 		 	 
	 TOTAL
		12,108,313																
									
	 LEASE #
		 LEASE NAME
		 OPERATOR NAME
		 WELL STATUS
		 STATE
		 COUNTY
		 LEGAL DESCRIPTION
		 PRODUCTION

MONTH
		NET
IMBALANCE	 
	 030922
		HOFFMAN #1-34		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		WASHITA		34-11N-19W		201204		 	(2,319	) 
	 043167
		HOFFMAN #1-7H		CHESAPEAKE OPERATING, INC		PRODUCING WELL		OKLAHOMA		WASHITA		07-11N-17W		201203		 	1,632	  
	 033636
		HOFFMAN #2-35		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		WASHITA		35-11N-19W		201204		 	151	  
	 006425
		HOGAN #3-17		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		17-12N-17W		201202		 	981	  
	 001943
		HOLLAND #3-1		HANNA OIL & GAS CO.		PRODUCING WELL		ARKANSAS		LOGAN		3-6N-27W		201203		 	(1,545	) 
	 042041
		HOLLEY A #3-ALT		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		26-18N-09W		201203		 	2,040	  
	 035236
		HOLLEY A-1 ALT		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		26-18N-09W SE SW NE		201203		 	3,644	  
	 035328
		HOLlEY A-2 ALT		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		26 18N 9W NW NW NE		201203		 	3,904	  
	 035331
		HOLLEY B-1		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		25 18N 9W NW SW NW		201203		 	583	  
	 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		201204		 	1,106	  
	 004156
		HOLTON #1		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		LE FLORE		32-8N-26E		201201		 	2,149	  
	 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		201204		 	60,304	  
	 001952
		HOPPER		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		21-3N-14E		201204		 	30,094	  
	 001953
		HOPPER #1-25		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		OKLAHOMA		PITTSBURG		2S-3N-14E		201203		 	(589	) 
	 037484
		HOPPER #2-21		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		21-03N-14E		201204		 	91	  
	 003851
		HOPPER #2-25		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		OKLAHOMA		PITTSBURG		25-3N-14E		201203		 	(4,792	) 
	 037993
		HOPPER #3-25		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		25-03N-14E		201104		 	—  	  
	 004184
		HORTON #1-28		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CUSTER		28-13N-14W		201204		 	1,140	  
	 004171
		HORTON #2 (SPIRO)		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		HASKELL		5-7N-22E		201204		 	(2,751	) 
	 012172
		HOUSER 1-11		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		11-7N-14E		201204		 	36,873	  
	 007906
		HOWARD GLEN #1-34		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BEAVER		34-2N-26ECM		201204		 	139	  
	 006847
		HOWE #1		CRAWLEY PETROLEUM CORP.		ORRI/RY		TEXAS		HEMPHILL		SEC 1 BLK 1 G&M SURVEY		201201		 	—  	  
	 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		201204		 	2,724	  
	 033287
		HOYT A UNIT #4		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		DEWEY		27-18N-17W		201204		 	1,487	  
	 006434
		HUBBARD #1-A		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		13-10N-21W		201204		 	(29,098	) 
	 039143
		HUBBARD #2-13		SAMSON RESOURCES COMPANY		SHUT DOWN OR T&A		OKLAHOMA		BECKHAM		13-10N-21W		201203		 	17,397	  
	 005764
		HUBBART #1-19		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		CUSTER		19-14N-19W		201203		 	(11	) 
	 022181
		HUDSON #1-3		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		TEXAS		WHEELER		SEC 3 BLK CSR COOPER SVY		201203		 	(5,578	) 
	 004720
		HUDSON UNIT		WILDHORSE RESOURCES LLC		PRODUCING WELL		TEXAS		PANOLA		CARTHAGE FIELD		201203		 	(16,379	) 
	 006550
		HUFF #1		CIMAREX ENERGY CO.		ORRI/RY		TEXAS		HEMPHILL		16 BLK M-1 H&GN SURVEY		201203		 	1,273	  
	 037468
		HUFF #3-16		CIMAREX ENERGY CO.		PRODUCING WELL		TEXAS		HEMPHILL		SEC 16 BLK M-1 H&GN RR SVY		201203		 	1,121	  
	 037327
		HUFF #4-16		CIMAREX ENERGY CO.		PRODUCING WELL		TEXAS		HEMPHILL		SEC 16 BLK M-l H&GN SVY		201204		 	1,081	  
	 013587
		HUFF RANCH 48-5		NEWFIELD EXPLORATION MID CONT		PRODUCING WELL		TEXAS		WHEELER		SEC 48 BLK A-3 H&GN 5VY		201204		 	245	  
	 013588
		HUFF RANCH 48-6		NEWFIELD EXPLORATION MID CONT		PRODUCING WELL		TEXAS		WHEELER		SEC 48 BLK A-3 H&GN SVY		201204		 	226	  
	 013589
		HUFF RANCH 48-7		NEWFIELD EXPLORATION MID CONT		PRODUCING WELL		TEXAS		WHEELER		SEC 48 BLK A-3 H&GN SVY		201204		 	200	  
	 030990
		HUGHES #1-28		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		CUSTER		28-14N-20W		201204		 	(620	) 
	 033744
		HUGHES #2-28		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		CUSTER		28-14N-20W		201204		 	160	  
	 012814
		HUGHES #5-29		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		29-14N-20W		201204		 	912	  
	 011478
		HUGHES 2-29		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		29-14N-20W		201204		 	(14,789	) 
	 040300
		HUGHES FUEL 1		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		PITTSBURG		35-07N-17E		201204		 	(1,249	) 
	 011480
		HUGUS 1-21		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		21-13N-22W		201204		 	6,910	  
	 026742
		HULS #4-24H		MARATHON OIL COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		24-11N-19W		201203		 	4,865	  
	 006551
		HUMPHREYS #3		CREDO PETROLEUM CORP		PRODUCING WELL		TEXAS		HEMPHILL		163, BLK 41 H&TC SURVEY		201203		 	(1,517	) 
	 025567
		HUNNICUTT #20-2		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		20-13N-18W		201204		 	271	  
	 006380
		HUNT #1-22		SAMSON RESOURCES COMPANY		SHUT DOWN OR T&A		OKLAHOMA		CUSTER		22-12N-18W		201102		 	2,028	  
	 007091
		HUNTER R G #1		APACHE CORPORATION		PRODUCING WELL		TEXAS		WHEELER		SEC 9, BLK A-4, H&GN SVY		201203		 	228	  
	 030548
		HUNTER UNIT #3		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		ELLIS		10-22N-25W		201204		 	7,246	  
	 006277
		HUNTER-RYAN #1		APACHE CORPORATION		APO ONLY		OKLAHOMA		BECKHAM		4-10N-22W		201201		 	29,454	  
	 011484
		HUSSEY TW 1-10 HG&G		SPRAGINS, ED S.		PRODUCING WELL		OKLAHOMA		STEPHENS		10-2N-5W		201203		 	172	  
	 035037
		HUSTON #1-25		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		BLAINE		25-19N-12W		201204		 	(122	) 
	 004005
		IBISON #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		LE FLORE		10-8N-27E		201204		 	4,120	  
	 007669
		IDEAL 1-23		QEP ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		BLAINE		23-19N-12W		201202		 	(9	) 
	 037097
		IGNACIO 32-7 #16-1âFCã		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		16-32N-7W		201204		 	30,506	  
	 038915
		IGNACIO 32-7 #16-2		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		16-32N-07W		201204		 	12,906	  
	 037098
		IGNACIO 32-7 #16-3 (FC)		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		16-32N-7W		201204		 	6,909	  
	 037100
		IGNACIO 32-7 #21-1 âFCã		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		21-32N-7W		201204		 	3,488	  
	 037102
		IGNACIO 32-7 #22-1 âFCã		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		22-32N-7W		201204		 	1,885	  
	 037103
		IGNACIO 32-7 #23-1(FC) S		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		23-32N-7W		201204		 	3,217	  
	 038916
		IGNACIO 32-7 16-4		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		16-32N-07W NESE		201204		 	19,296	  
	 037104
		IGNACIO 32-7-21 #2		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		21-32N-7W		201204		 	14,719	  
	 039817
		IGNACIO 32-7-21 #3		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		21-32N-07W SWNE		201204		 	6,402	  
	 039420
		IGNACIO 32-7-22 #2		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		22-32N-07W SENW		201204		 	8,449	  
	 037105
		IGNACIO 32-7-22 #3		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		22-32N-7W		201204		 	9,630	  
	 038997
		IGNACIO 32-7-22 #4		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		22-32N-07W W/2 & W/2 E/2		201204		 	13,301	  
	 037106
		IGNACIO 32-7-23 #2		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		23-32N-7W		201204		 	9,171	  
	 045027
		IGNACIO 32-7-23 #4		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		23-32N-07W		201204		 	11,466	  
	 040443
		IGNACIO 32-7-23 #5		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		23-32N-07W		201204		 	12,294	  
	 037109
		IGNACIO 33-7 #29-2 âFCã		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		29-33N-7W		201204		 	32,290	  
	 037110
		IGNACIO 33-7 #29-3		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		29-33N-7W		201204		 	59,675	  
	 039048
		IGNACIO 33-7-29 #4		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		29-33N-07W		201204		 	3,673	  
	 041054
		IGNACIO 33-7-29 #5R		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		29-33N-07W SWNW		201204		 	27,842	  
	 037117
		IGNACIO 33-8 #21 âMVã		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		23-33N-8W		201204		 	24,953	  
	 037118
		IGNACIO 33-8 #7 (MV)		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		23-33N-8W		201204		 	18,168	  
	 034647
		IMA SHAW #1-2		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		ELLIS		2-19N-21W		201203		 	(811	) 
	 006720
		INA #1		LINN OPERATING INC		PRODUCING WELL		OKLAHOMA		ROGER MILLS		25-12N-25W		201204		 	(548	) 
	 004061
		INDIAN NATIONS #1-19		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		OKLAHOMA		PITTSBURG		19-3N-15E		201203		 	77,629	  
	 001984
		INDIAN NATIONS #1-29		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		29-3N-15E		201204		 	(42,909	) 
	 004062
		INDIAN NATIONS #1-30		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		OKLAHOMA		PITTSBURG		30-3N-15E		201203		 	28,447	  
	 038147
		INDIAN NATIONS #2-19 (SUB		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		19-03N-15E		201204		 	2	  
	 037690
		INDIAN NATIONS #2-19 (WAP		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		19-03N-15E		201204		 	32	  
	 037871
		INDIAN NATIONS #2-30 (EUN		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		30-03N-15E		201101		 	4	  
	 041596
		INDIAN NATIONS #2-30 (WOO		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		30-03N-15E		201204		 	2	  
	 005957
		INEZ #2-9		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		9-9N-19W		201204		 	874	  
	 005099
		INGLE #1-10		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		ELLIS		10-23N-25W		201201		 	202,724	  
	 032708
		INGLE #2-10		APACHE CORPORATION		SHUT DOWN OR T&A		OKLAHOMA		ELLIS		10-23N-25W		201201		 	(2,168	) 
	 031229
		INGLE #3-10		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		ELLIS		10-23N-25W		201204		 	(10,182	) 
	 025602
		INLOW #2-11		NOBLE ENERGY INC.		PRODUCING WELL		OKLAHOMA		CADDO		11-12N-12W		201204		 	(345	) 









 Schedule 8.18 

Closing Date Gas Imbalances 
  

  

																			
	 WELLHEAD GAS IMBALANCES
		 		 		 		 		 		 	 
	 TOTAL
		12,108,313																
									
	 LEASE #
		 LEASE NAME
		 OPERATOR NAME
		 WELL STATUS
		 STATE
		 COUNTY
		 LEGAL DESCRIPTION
		 PRODUCTION

MONTH
		NET
IMBALANCE	 
	 025815
		INLOW #3-11		NOBLE ENERGY INC		PRODUCING WELL		OKLAHOMA		CADDO		11-12N-12W		201204		 	(119	) 
	 025848
		INLOW #4-11		NOBLE ENERGY INC		PRODUCING WELL		OKLAHOMA		CADDO		11-12N-12W		201204		 	804	  
	 007874
		INSELMAN 1-3		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ELLIS		3-16N-24W		201204		 	57,246	  
	 008039
		INSELMAN 1-4		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ELLIS		4-16N-24W		201204		 	119	  
	 004441
		INVESTORS ROYALTY #2-29		XTO ENERGY INC.		PRODUCING WELL		OKLAHOMA		PITTSBURG		29-3N-12E		201203		 	(810	) 
	 023890
		IRA #4-9		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		9-9N-19W		201204		 	437	  
	 033345
		IRENE #1-2		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		CADDO		2-6N-9W		201204		 	46	  
	 001994
		ISAACS #1-210		CHEVRON USA INC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 210 BLOCK C G&MMBA SURVEY		201203		 	(6,298	) 
	 001989
		ISAACS #2-209		CHEVRON USA INC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 209 W43.93 ACR SEC 210,230		201203		 	40,759	  
	 007098
		ISAACS #2-210		CHEVRON USA INC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 210 BLK G&MMB&A SURVEY		201203		 	1,851	  
	 001996
		ISAACS #2-214		CHEVRON USA INC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 214 BLOCK C G&MMBA SURVEY		201203		 	10,532	  
	 007207
		ISAACS #3-208		CHEVRON USA INC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 208 BLK G&MMB&A SURVEY		201203		 	7,434	  
	 001993
		ISAACS #3-209 (GRANITE WA		CHEVRON USA INC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 209 BLOCK C G&M MB&A SVY		201203		 	89	  
	 007146
		ISAACS #3-210		CHEVRON USA INC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 210 BLK G&MMB&A SURVEY		201203		 	5,323	  
	 008398
		ISAACS #3-211		CHEVRON USA INC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 211 BLK G&MMB&A SURVEY		201202		 	431	  
	 001990
		ISAACS #4-209		CHEVRON USA INC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 209 W43.39 ACRES		201203		 	6,589	  
	 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		201203		 	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		201203		 	721	  
	 036023
		ISAACS #7-208		CHEVRON USA INC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 208 BLK C G&M&MB&A SVY		201204		 	27,778	  
	 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		201204		 	12,264	  
	 034621
		ISAACS 208 #6		CHEVRON USA INC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 208 BLK C G&M & MB&A SVY		201112		 	(22,956	) 
	 001997
		ISAACS SIMPSON #1-208		CHEVRON USA INC		SHUT DOWN OR T&A		TEXAS		HEMPHILL		SEC 208 BLOCK C G&M MBA SURVEY		201203		 	200	  
	 001998
		ISAACS SIMPSON #1-214		CHEVRON USA INC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 214 BLOCK C G&MMBA SURVEY		201203		 	(10,443	) 
	 002001
		ISAACS, J.C. #2-208		CHEVRON USA INC		SHUT DOWN OR T&A		TEXAS		HEMPHILL		BLOCK C G&MMBA SURVEY		201201		 	3,600	  
	 007141
		ISAACS-SIMPSON #3-214		CHEVRON USA INC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 214 BLK G&MMB&A SURVEY		201203		 	41,150	  
	 003347
		IVERSON #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		20-3N-15E		201204		 	31,031	  
	 006462
		IVESTER #1-57		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		WHEELER		57, BLK A-7 H&GN SURVEY		201204		 	(468	) 
	 024004
		IVIE #1-23		APACHE CORPORATION		APO ONLY		OKLAHOMA		GRADY		23-7N-7W		201112		 	(175	) 
	 030651
		JACK #3-14		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		14-9N-21W		201204		 	16,656	  
	 030693
		JACK #4-14		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		14-9N-21W		201204		 	(2,253	) 
	 036539
		JACK #7-14		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		14-09N-21W		201204		 	(3,676	) 
	 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		201203		 	81,578	  
	 031209
		JACKSON-HENDRICKS #1-10		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		CADDO		10-6N-9W		201204		 	(362	) 
	 004585
		JACOB #1-34		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		DEWEY		34-17N-20W		201205		 	119,879	  
	 025381
		JANET FEDERAL #10-34		SAMSON RESOURCES COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		34-20N-93W		201204		 	374	  
	 023979
		JANET FEDERAL #32-34		SAMSON RESOURCES COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		34-20N-93W		201204		 	329	  
	 025382
		JANET FEDERAL #40-34		SAMSON RESOURCES COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		34-20N-93W		201204		 	3,554	  
	 025704
		JANET FEDERAL #5-34		SAMSON RESOURCES COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		34-20N-93W		201204		 	532	  
	 025705
		JANET FEDERAL #6-34		SAMSON RESOURCES COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		34-20N-93W		201204		 	2,818	  
	 037904
		JANET FEDERAL #7-34		SAMSON RESOURCES COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		34-20N-93W		201204		 	11,081	  
	 025818
		JANET FEDERAL #8-34		SAMSON RESOURCES COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		NWSW SEC 34-20N-93W		201204		 	(68	) 
	 004137
		JANICE #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		8-6N-21E		201204		 	2,203	  
	 032109
		JANWAY #1-ALT (DAVIS SAND		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		LINCOLN		W/2 SEC 5 & E/2 SEC 6-18N-2W		201204		 	6,611	  
	 007078
		JARVIS #1		SUNDOWN ENERGY, INC.		APO ONLY		TEXAS		HEMPHILL		SEC 203 BLK G&MMB&A SURVEY		201201		 	4,605	  
	 006326
		JARVIS #1-10		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		10-10N-23W		201204		 	8,418	  
	 033975
		JARVIS #2-217		SAMSON LONE STAR, LLC		SHUT DOWN OR T&A		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		201203		 	(88,338	) 
	 011502
		JASON 1-21 BG0		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		21-13N-22W		201204		 	11,781	  
	 044145
		JAVORSKY 1-33H		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		WASHITA		33-11N-16W		201203		 	1	  
	 030079
		JENELL #1-2		MARATHON OIL COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		2-14N-22W		201204		 	(609	) 
	 006953
		JENNINGS #1-20		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		20-10N-12W		201204		 	2,134	  
	 006459
		JENNINGS #2-20		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		20-10N-12W		201204		 	50,852	  
	 022268
		JENSEN 1-9		NORTHPORT PRODUCTION CO.		PRODUCING WELL		OKLAHOMA		GARVIN		9-3N-3W		201111		 	29,950	  
	 030795
		JERNIGAN #10		DEVON ENERGY PRODUCTION, CO LP		SHUT DOWN OR T&A		TEXAS		PANOLA		A.T. NICHOLSON SVY, A-518		201201		 	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		201204		 	(75	) 
	 005685
		JERNIGAN #7		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		TEXAS		PANOLA		JAMES STOUT SURVEY A-604		201204		 	221	  
	 005911
		JERNIGAN #8		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		TEXAS		PANOLA		JAMES STOUT SURVEY A-604		201204		 	2,076	  
	 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, A-604		201204		 	(5	) 
	 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		201204		 	130	  
	 037282
		JERRAD #1-1		QEP ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		01-08N-17E		201202		 	3,069	  
	 004267
		JEWRELL #1		DEVON ENERGY PRODUCTION, CO LP		SHUT DOWN OR T&A		OKLAHOMA		CUSTER		30-13N-14W		201204		 	43,337	  
	 036591
		JOANNE #1-4		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		04-13N-24W		201204		 	(4	) 
	 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		201204		 	(691	) 
	 042759
		JOHNSON #12-10		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		10-09N-19W		201204		 	2,175	  
	 036606
		JOHNSON #3-15		KAISER-FRANCIS OIL COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		15-09N-19W		201203		 	30	  
	 040454
		JOHNSON #9-10		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		10-09N-19W		201204		 	(980	) 
	 030324
		JOHNSON 1-12		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		12-13N-22W		201204		 	26,171	  
	 043724
		JOHNSON 12-12		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		12-13N-22W		201204		 	334	  
	 006740
		JOHNSON 1-22		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		CUSTER		22-12N-20W		201204		 	619	  
	 005713
		JOHNSON, IRA #1-10		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		10-9N-19W		201204		 	(1,888	) 
	 004933
		JOLLIFFE RANCH #1		CHAPARRAL ENERGY LLC		SHUT DOWN OR T&A		OKLAHOMA		TEXAS		1-2N-18ECM		201107		 	253	  
	 034625
		JONES #1-26A		UNIT PETROLEUM COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		26-11N-13W		201204		 	1,344	  
	 005426
		JONES #1-28		TE-RAY ENERGY INC.		PRODUCING WELL		OKLAHOMA		BLAINE		28-16N-13W		201204		 	1,123	  
	 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 2-1 HOOPER&WADE SVY		201203		 	56	  
	 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		201204		 	(72,223	) 
	 006733
		JONES 3-35		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BECKHAM		35-12N-22W		201204		 	1,493	  
	 005750
		JONES ESTATE #1-11		APACHE CORPORATION		PRODUCING WELL		TEXAS		HEMPHILL		SEC 11 BLK 1 G&M SURVEY		201204		 	(11,382	) 









 Schedule 8.18 

Closing Date Gas Imbalances 
  


																			
	 WELLHEAD GAS IMBALANCES
		 		 		 		 		 		 	 
	 TOTAL
		12,108,313																
									
	 LEASE #
		 LEASE NAME
		 OPERATOR NAME
		 WELL STATUS
		 STATE
		 COUNTY
		 LEGAL DESCRIPTION
		 PRODUCTION

MONTH
		NET
IMBALANCE	 
	 035244
		JONES ET AL 1 ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		BIENVILLE		22 18N 8W NE NE NE		201204		 	13,141	  
	 004321
		JONES MILLER #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		HASKELL		20-8N-19E		201204		 	5,268	  
	 011508
		JONES W UNIT#1-93 HB		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		TEXAS		LIPSCOMB		SEC 93 BLK 43 H&PS SVY		201203		 	27,473	  
	 006554
		JONES, LL#1-16		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		16, BLK Z-1 ACH&B/J.POINTVENT		201204		 	56,379	  
	 042059
		JONES, W H ET AL 22 #1-AL		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		22-18N-08W		201203		 	425	  
	 006756
		JONES-ALLISON 2-16		KAISER-FRANCIS OIL COMPANY		SHUT DOWN OR T&A		TEXAS		HEMPHILL		SEC 16 BLK Z-1 J. POITEVANT		201110		 	(2,680	) 
	 041290
		JONI #7-5		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		05-13N-24W		201204		 	591	  
	 036608
		JOST #1-2		QEP ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		BEAVER		02-02N-21ECM		201202		 	154	  
	 012510
		JOYCE #1-2		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		2-38N-90W		201203		 	(13,575	) 
	 004671
		JOYCE #1-5		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		5-10N-12W		201204		 	(8,977	) 
	 031150
		JUD LITTLE #1-1		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CARTER		1-3S-1E		201203		 	234	  
	 012691
		JUD LITTLE #2-1		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CARTER		1-3S-1E		201203		 	(7	) 
	 012686
		JUD LITTLE #2-6		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CARTER		6-3S-2E		201202		 	409	  
	 012727
		JUD LITTLE #3-6		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CARTER		6-3S-2E		201203		 	122	  
	 012854
		JUD LITTLE #4-6		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CARTER		6-3S-2E		201203		 	284	  
	 011511
		JUD LITTLE 1-6 (SYCAMORE)		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CARTER		6-3S-2E		201202		 	(87	) 
	 011512
		JUD LITTLE 1-6 (VIOLA)		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CARTER		6-3S-2E		201202		 	(565	) 
	 045131
		JUDE GU #1H		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		NACOGDOCHES		JOSE ANTONIO CHIRINO SVY,A-17		201204		 	(4,672	) 
	 013510
		JUDITH #1-14		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		WOODWARD		S/2 SEC 14-23N-17W		201204		 	620	  
	 013575
		JUDY #1-15H		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		WASHITA		15-11N-18W		201203		 	888	  
	 007449
		JUDY B 1-5		SHERIDAN PRODUCTION CO LLC		PRODUCING WELL		OKLAHOMA		BEAVER		5-5N-25ECM		201204		 	(886	) 
	 005158
		JUDYANN #1-28		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		HASKELL		28-8N-19E		201204		 	9,025	  
	 004700
		K. K. #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		11-13N-22W		201204		 	(12,897	) 
	 004712
		KAMAS #1-15		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BEAVER		15-5N-25ECM		201204		 	4,288	  
	 044100
		KAMMIE 1-34		MARATHON OIL COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		34-09N-18W		201204		 	20,020	  
	 034681
		KARDOKUS #10-3		WESTERN OIL & GAS DEV. CORP.		PRODUCING WELL		OKLAHOMA		CADDO		10-10N-13W		201204		 	349	  
	 036118
		KARDOKUS #4-10		WESTERN OIL & GAS DEV. CORP.		PRODUCING WELL		OKLAHOMA		CADDO		10-10N-13W		201204		 	645	  
	 036577
		KARDOKUS #5-10		WESTERN OIL & GAS DEV. CORP.		PRODUCING WELL		OKLAHOMA		CADDO		10-10N-13W		201204		 	256	  
	 034559
		KARDOKUS A1-10		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CADDO		10-10N-13W		201203		 	94	  
	 037941
		KASS #1A-5		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		ROGER MILLS		05-13N-24W		201204		 	673	  
	 002063
		KATHRYN #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		10-3N-14E		201204		 	8,695	  
	 006988
		KATIE #1-11		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		WASHITA		11-11N-15W		201204		 	67,075	  
	 006989
		KATIE #1A-11		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		WASHITA		11-11N-15W		201204		 	1,294	  
	 036586
		KATIE #4-11		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		WASHITA		11-11N-15W		201204		 	(68	) 
	 037129
		KATIE EILEEN 34-7-35 #2 â		MARALEX RESOURCES, INC.		PRODUCING WELL		COLORADO		LA PLATA		35-34N-7W		201204		 	11,274	  
	 037130
		KATIE EILEEN 34-7-35 #2A		MARALEX RESOURCES, INC.		PRODUCING WELL		COLORADO		LA PLATA		35-34N-7W		201204		 	36,560	  
	 038101
		KATIE EILEEN 34-7-35 #3		MARALEX RESOURCES, INC.		PRODUCING WELL		COLORADO		LA PLATA		35-34N-07W		201204		 	(24,548	) 
	 039022
		KATIE EILEEN 34-7-35 #4		MARALEX RESOURCES, INC.		PRODUCING WELL		COLORADO		LA PLATA		35-34N-07W NESW		201204		 	12,296	  
	 033343
		KEATHLEY #1-5		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		5-10N-25W		201203		 	372	  
	 022326
		KELL 1-1		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		GRADY		1-6N-7W		201204		 	(36,172	) 
	 022328
		KELL 2-1 ORRI		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		GRADY		1-6N-7W		201204		 	418	  
	 030025
		KELLY #15-16		SOUTHERN BAY OPERATING LLC		PRODUCING WELL		ALABAMA		PICKENS		15-18S-14W		201204		 	28,970	  
	 036546
		KENNER #1-25		LINN OPERATING INC		PRODUCING WELL		OKLAHOMA		ROGER MILLS		25-12N-24W		201204		 	573	  
	 030906
		KENNER #19-3		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		CUSTER		19-12N-20W		201204		 	(22	) 
	 033348
		KENNER #2-30		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		30-12N-23W		201204		 	39,069	  
	 034669
		KENNER #3H-30		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		30-12N-23W		201204		 	1,168	  
	 032897
		KENNER #4-19		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		CUSTER		19-12N-20W		201204		 	329	  
	 037393
		KENNER 8 #1 ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		08-17N-09W		201204		 	1,381	  
	 037396
		KENNER 8 #2 ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		08-17N-09W		201204		 	9,081	  
	 037639
		KENNER 8 #3 ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		08-17N-09W		201204		 	18,409	  
	 037908
		KENNER 8 #4 ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		08-17N-09W		201204		 	288	  
	 036770
		KENNER-HALL #1-19 SIDETRA		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		CUSTER		19-12N-20W		201204		 	(2,615	) 
	 035272
		KENNON A-1 ALT		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		24 18N 9W NE SE NW		201203		 	567	  
	 002079
		KENT #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		15-5N-17E		201204		 	13	  
	 005204
		KENT, ARLOS #1-28		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		28-12N-21W		201204		 	4,307	  
	 008759
		KENT, ARLOS #2-28		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		28-12N-21W		201204		 	49	  
	 004788
		KEPHART #1-18		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		CUSTER		18-12N-20W		201204		 	(15,359	) 
	 006315
		KEPHART #1-20		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		CUSTER		20-12N-20W		201203		 	22,719	  
	 033026
		KEPHART #5-20		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		CUSTER		20-12N-20W		201203		 	5,894	  
	 038939
		KEPHART #7-20		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		CUSTER		20-12N-20W		201204		 	(175	) 
	 006785
		KEPHART 1-11		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		11-11N-20W		201204		 	242	  
	 006723
		KEPHART 2-20		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		CUSTER		20-12N-20W		201203		 	(398	) 
	 006890
		KERN A-1		OXY USA, INC.		PRODUCING WELL		OKLAHOMA		TEXAS		15-6N-12ECM		201203		 	32,680	  
	 002081
		KERNS #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BEAVER		36-2N-20ECM		201204		 	2,015	  
	 006399
		KERR #1-19		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CUSTER		19-12N-14W		201204		 	20,429	  
	 006537
		KERR #2-19		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CUSTER		19-12N-14W		201204		 	37,391	  
	 044383
		KIEFER BIA 1-4		MARATHON OIL COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		04-06N-11W		201204		 	423	  
	 006406
		KIKER-AMOCO #1-6		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		6, BLK M-1, H&GN SURVEY		201204		 	1,644	  
	 006926
		KIKER-AMOCO #2-6		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		6 BLK M-1 H&GN SURVEY		201204		 	(2,000	) 
	 033729
		KILHOFFER #1-34		APACHE CORPORATION		ABANDONED WELL		OKLAHOMA		WASHITA		34-11N-19W		201112		 	98	  
	 003282
		KILPATRICK #1-29		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		29-6N-19E		201204		 	55,077	  
	 005091
		KILPATRICK #2-29		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		29-6N-19E		201204		 	929	  
	 011523
		KINCAID #1 BG0		WARD PETROLEUM CORP		ABANDONED WELL		OKLAHOMA		CUSTER		22-15N-17W		201006		 	5,655	  
	 006173
		KING #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		9-13N-26W ALL		201204		 	(877	) 
	 030641
		KING, J. PAUL #1		HANNA OIL & GAS CO.		PRODUCING WELL		ARKANSAS		FRANKLIN		20-8N-28W		201203		 	(523	) 
	 034399
		KINNEY UNIT #2		WEXPRO COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		18-13N-99W		201203		 	30,319	  
	 034400
		KINNEY UNIT #5		WEXPRO COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		12-13N-100W		201203		 	61,363	  
	 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		201203		 	56,014	  
	 034422
		KINNEY-PIONEER UNIT #4		WEXPRO COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		12-13N-100W		201203		 	37,668	  
	 006445
		KINNEY-WARREN #3-10		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BECKHAM		10-10N-22W		201204		 	(66,766	) 
	 002097
		KINNIKIN #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		26-3N-14E		201204		 	14,531	  
	 003896
		KINSEY, ODIS UNIT		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		LE FLORE		27-8N-24E		201204		 	(5,840	) 
	 030375
		KIRK GAS UNIT # 2		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HUTCHINSON		SEC 75 BLK R, GB & CN G RR		201204		 	3,082	  
	 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		201203		 	285	  
	 034282
		KLOPFENSTEIN 26 #1		EOG RESOURCES, INC.		PRODUCING WELL		OKLAHOMA		ROGER MILLS		26-12N-24W		201204		 	(2,614	) 
	 033648
		KNIGHT #2-19		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		BECKHAM		19-11N-22W		201204		 	32	  
	 032380
		KNIGHT-STRONG #2		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		PANOLA		GEORGE GILLASPY SVY, A-222		201204		 	1,779	  
	 002122
		KRAFT #1		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		LIPSCOMB		SEC 93, BLK 10 H&TB SURVEY		201204		 	1,922	  









 Schedule 8.18 

Closing Date Gas Imbalances 
  


																			
	 WELLHEAD GAS IMBALANCES
		 		 		 		 		 		 	 
	 TOTAL
		12,108,313																
									
	 LEASE #
		 LEASE NAME
		 OPERATOR NAME
		 WELL STATUS
		 STATE
		 COUNTY
		 LEGAL DESCRIPTION
		 PRODUCTION
MONTH
		NET
IMBALANCE	 
	 003990
		KRAFT #2		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		LIPSCOMB		SEC 93, BLK 10 H&TB SVY		201204		 	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		201202		 	8,663	  
	 022388
		KUSCH GU 1 (P.L.)		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		GRAYSON		HIRAM W BAILEY A-107		201204		 	9,522	  
	 036429
		LA METHODIST ORPHANAGE #3		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		02-17N-09W		201204		 	(1,932	) 
	 043560
		LA MINERALS 1-1		INDIGO MINERALS LLC		PRODUCING WELL		LOUISIANA		JACKSON		01-15N-04W		201203		 	3,294	  
	 011546
		LACKEY #3		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HANSFORD		SEC 143, BLK 45, H&TC SUR		201204		 	1,514	  
	 002148
		LAKE EUFALA B #1		MUSTANG FUEL CORPORATION		PRODUCING WELL		OKLAHOMA		HASKELL		10-9N-18E		201203		 	(12,471	) 
	 007976
		LAMB #1-10		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		LATIMER		10-4N-20E		201203		 	(3,173	) 
	 038695
		LAMB #12-2		MARATHON OIL COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		02-14N-22W		201204		 	3,344	  
	 030805
		LAMBERT #2-18		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		18-10N-20W		201204		 	5,041	  
	 006663
		LAMBERT 1-18		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		18-10N-20W		201204		 	5,164	  
	 007097
		LANCASTER #1-58		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		WHEELER		SEC 58 BLK A-4 H&GN SURVEY		201204		 	30,357	  
	 037811
		LANCASTER #2-27		NEWFIELD EXPLORATION MID CONT		PRODUCING WELL		OKLAHOMA		ROGER MILLS		27-12N-25W		201204		 	758	  
	 034889
		LANCASTER 1-10		EAGLE ROCK MID-CONTINENT OPERA		PRODUCING WELL		ARKANSAS		LOGAN		10-8N-23W C NW		201204		 	(81,148	) 
	 006368
		LARRY #1-33		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		CUSTER		33-12N-14W		201204		 	2,611	  
	 002157
		LAUGHBAUM #1		LINN OPERATING INC.		PRODUCING WELL		OKLAHOMA		MAJOR		16-22N-14W		201204		 	(818	) 
	 006392
		LAURENCE #1-5		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		ROGER MILLS		5-13N-21W		201204		 	(690	) 
	 030285
		LAVERTY #1-12		BTA OIL PRODUCERS		PRODUCING WELL		OKLAHOMA		CADDO		SEC 12-6N-9W		201204		 	221	  
	 007652
		LAVERTY ALBERT #2		CABOT OIL & GAS CORP.		PRODUCING WELL		OKLAHOMA		BEAVER		29-4N-28ECM		201203		 	(472	) 
	 007435
		LAVERTY ALBERT UNIT 1		CABOT OIL & GAS CORP.		PRODUCING WELL		OKLAHOMA		BEAVER		29-4N-28ECM		201203		 	(151	) 
	 013002
		LAWLES #1-21		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CADDO		21-11N-13W		201204		 	(3,919	) 
	 004648
		LAWLESS #1		XTO ENERGY INC.		SHUT DOWN OR T&A		TEXAS		PANOLA		MATTHEWS & MYRICK SVY		201201		 	(14,887	) 
	 004649
		LAWLESS #5		XTO ENERGY INC.		PRODUCING WELL		TEXAS		PANOLA		MATTHEWS & MYRICK SVY		201204		 	27,299	  
	 033005
		LAWLESS GU #12		XTO ENERGY INC.		PRODUCING WELL		TEXAS		PANOLA		J.E. MYRICK SVY, A-444		201203		 	1,540	  
	 033264
		LAWLESS GU #13		XTO ENERGY INC.		PRODUCING WELL		TEXAS		PANOLA		P.M. MAY SVY, A-478		201203		 	1,238	  
	 033551
		LAWLESS GU #14		XTO ENERGY INC.		PRODUCING WELL		TEXAS		PANOLA		J.E. MYRICK SVY, A-444		201203		 	2,153	  
	 040143
		LAYMAN 4-2		NOBLE ENERGY INC.		PRODUCING WELL		KANSAS		FINNEY		36-24S-34W		201202		 	15,502	  
	 013171
		LEACH #4-22		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		22-14N-23W		201204		 	17,980	  
	 011560
		LEACH 1-22 BG1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		22-14N-23W		201204		 	27,144	  
	 011561
		LEACH 2-22		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		22-14N-23W		201204		 	1	  
	 011562
		LEACH 3-22		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		22-14N-23W		201204		 	25	  
	 042894
		LECK #1-17H		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		OKLAHOMA		CANADIAN		17-13N-09W		201203		 	(1,286	) 
	 025408
		LEDBETTER, RUTH #2		CHEVRON USA INC.		PRODUCING WELL		TEXAS		WHEELER		SEC 21, BLK L, JM LINDSAY SVY		201203		 	1,425	  
	 040182
		LEE 7-2		NOBLE ENERGY INC.		PRODUCING WELL		KANSAS		KEARNY		33-25S-36W		201202		 	38,525	  
	 037497
		LEE #4-5		CHESAPEAKE OPERATING, INC.		SHUT DOWN OR T&A		TEXAS		HEMPHILL		SEC 5 BLK M-l H&GN SVY		201108		 	12,810	  
	 038825
		LEE #5-5		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		TEXAS		HEMPHILL		SEC 5 BLK M-l H&GN SVY		201204		 	7,598	  
	 040183
		LEE 12-2		NOBLE ENERGY INC.		PRODUCING WELL		KANSAS		KEARNY		10-26S-36W		201202		 	29,985	  
	 040184
		LEE 24-2		NOBLE ENERGY INC.		PRODUCING WELL		KANSAS		KEARNY		09-26S-36W		201202		 	19,905	  
	 040185
		LEE 26-2		NOBLE ENERGY INC.		PRODUCING WELL		KANSAS		KEARNY		04-26S-36W		201202		 	94,435	  
	 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		201203		 	7,119	  
	 003444
		LEFLORE #1		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		LE FLORE		28-10N-27E		201204		 	2,856	  
	 035276
		LEGLER 1		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		BIENVILLE		24 18N 8W SE SE NW		201204		 	(4,717	) 
	 011564
		LELAND 1-35		KAISER-FRANCIS OIL COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		35-14N-25W & 2-13N-25W		201202		 	(155	) 
	 031202
		LEMASTERS #1-9		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		9-9N-19W		201204		 	(6,899	) 
	 022512
		LEO #1		MARATHON OIL COMPANY		PRODUCING WELL		OKLAHOMA		BLAINE		12-18N-11W		201204		 	(4,428	) 
	 030726
		LEONARD #3-23 (RECOMPLETI		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CUSTER		23-13N-15W		201204		 	36,361	  
	 030777
		LEONARD #4-23		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CUSTER		23-13N-15W		201204		 	40,521	  
	 002175
		LEONARD UNIT #2-23		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CUSTER		23-13N-15W		201204		 	93,511	  
	 003850
		LERBLANCE, W.P. #2		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		36-5N-17E		201203		 	171,485	  
	 002176
		LESTER #1		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		ROGER MILLS		9-13N-24W		201204		 	(5,271	) 
	 012725
		LESTER #5-32		CONOCOPHILLIPS COMPANY		SHUT DOWN OR T&A		WYOMING		FREMONT		32-39N-90W		201203		 	2,585	  
	 002177
		LESTER A #2		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		ROGER MILLS		3-13N-24W		201204		 	(1,523	) 
	 008146
		LESTER B #1-9		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		ROGER MILLS		9-13N-24W		201203		 	25,208	  
	 004456
		LESTER C #1-9		CIMAREX ENERGY CO.		SHUT DOWN OR T&A		OKLAHOMA		ROGER MILLS		9-13N-24W		201203		 	(9,493	) 
	 038720
		LESTER FAMILY #1-9		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		ROGER MILLS		09-13N-24W		201204		 	67	  
	 036064
		LEUCITE HILLS UNIT #4		WEXPRO COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		28-22N-103W		201204		 	376	  
	 034402
		LEUCITE UNIT #1		WEXPRO COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		29-22N-103W		201204		 	(17,897	) 
	 034403
		LEUCITE UNIT #2		WEXPRO COMPANY		SHUT DOWN OR T&A		WYOMING		SWEETWATER		28-22N-103W		201201		 	(2,858	) 
	 022514
		LEVERTON 1-13		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		WASHITA		13-10N-19W		201204		 	(33,973	) 
	 008818
		LEWIS #4		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		4-6N-22E		201203		 	(6,244	) 
	 008835
		LEWIS #5 (FORMERLY MAXEY		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		4-6N-22E		201203		 	787	  
	 030611
		LEWIS #6		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		4-6N-22E		201203		 	2,172	  
	 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		201203		 	(545	) 
	 032925
		LEWIS UNIT #7		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		4-6N-22E		201203		 	(3,572	) 
	 030802
		LIBBY #17-4		APACHE CORPORATION		SHUT DOWN OR T&A		OKLAHOMA		CUSTER		17-12N-20W		201201		 	(18,196	) 
	 008284
		LIBBY #3-28		QUANTUM RESOURCES MANAGEMENT		PRODUCING WELL		OKLAHOMA		ROGER MILLS		28-14N-26W		201201		 	891	  
	 004874
		LIBBY-HOOVER #1-17		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		CUSTER		17-12N-20W		201204		 	(400	) 
	 007085
		LINDLEY J B #2		KAISER-FRANCIS OIL COMPANY		PRODUCING WELL		TEXAS		HEMPHILL		000 ABS1166 JC STUDER SURVEY		201203		 	(3,388	) 
	 006022
		LINDSEY #1-24		UNIT PETROLEUM COMPANY		PRODUCING WELL		OKLAHOMA		GRADY		24-4N-8W		201204		 	(1,088	) 
	 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		201204		 	113	  
	 036438
		LINVILLE #3-32		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		ROGER MILLS		32-13N-21W		201204		 	3,653	  
	 002189
		LIPPENCOTT, PAULINE #1-A		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		4-13N-24W		201204		 	(20,622	) 
	 022532
		LISTER #1		CHEVRON USA INC.		PRODUCING WELL		TEXAS		WHEELER		BLK 2 BBB&C SVY		201204		 	1,705	  
	 025475
		LISTER #4-2		CHEVRON USA INC.		PRODUCING WELL		TEXAS		WHEELER		SEC 2, BBB&C RR SVY		201203		 	(2,260	) 
	 036920
		LITE BROWN #1-14		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		14-14N-23W		201204		 	176	  
	 006192
		LITTAUER #1		SM ENERGY COMPANY		SHUT DOWN OR T&A		OKLAHOMA		BECKHAM		17-10N-26W ALL		201104		 	381	  
	 003350
		LITTLE #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		33-3N-14E		201204		 	854	  
	 022542
		LOCKHART CURTIS 9-3		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		9-13N-17W		201204		 	330	  
	 023877
		LOCKHART, CURTIS # 9-4		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		9-13N-17W		201203		 	(24	) 
	 002197
		LOFTIS # 2		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		23-5N-12E		201204		 	12	  
	 030958
		LOFTISS-BROACH #3		SM ENERGY COMPANY		SHUT DOWN OR T&A		OKLAHOMA		WASHITA		4-9N-19W		201203		 	47	  
	 033346
		LOIS #4-30		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		ROGER MILLS		30-13N-22W		201204		 	(113	) 
	 011572
		LONG BUTTE #1		MONTEX DRILLING COMPANY		PRODUCING WELL		WYOMING		FREMONT		32-39N-91W		201203		 	(15,438	) 
	 011573
		LONG BUTTE #10		MONTEX DRILLING COMPANY		PRODUCING WELL		WYOMING		FREMONT		4-38N-91W		201203		 	7,889	  
	 011575
		LONG BUTTE #3		MONTEX DRILLING COMPANY		PRODUCING WELL		WYOMING		FREMONT		33-39N-91W		201203		 	12,632	  









 Schedule 8.18 

Closing Date Gas Imbalances 
  


																			
	 WELLHEAD GAS IMBALANCES
		 		 		 		 		 		 	 
	 TOTAL
		12,108,313																
									
	 LEASE #
		 LEASE NAME
		 OPERATOR NAME
		 WELL STATUS
		 STATE
		 COUNTY
		 LEGAL DESCRIPTION
		 PRODUCTION

MONTH
		NET
IMBALANCE	 
	 011576
		LONG BUTTE #5		MONTEX DRILLING COMPANY		PRODUCING WELL		WYOMING		FREMONT		36-39N-92W		201203		 	(4,998	) 
	 011577
		LONG BUTTE #7		MONTEX DRILLING COMPANY		PRODUCING WELL		WYOMING		FREMONT		5-38N-91W		201203		 	(741	) 
	 011581
		LONG BUTTE 30-1X		MONTEX DRILLING COMPANY		SHUT DOWN OR T&A		WYOMING		FREMONT		30-39N-91W		201201		 	957	  
	 011582
		LONG BUTTE 31-3		MONTEX DRILLING COMPANY		PRODUCING WELL		WYOMING		FREMONT		31-39N-91W		201203		 	4,872	  
	 011578
		LONG BUTTE UNIT #4		MONTEX DRILLING COMPANY		PRODUCING WELL		WYOMING		FREMONT		3-38N-91W		201203		 	18,310	  
	 011579
		LONG BUTTE UNIT 31-2		MONTEX DRILLING COMPANY		PRODUCING WELL		WYOMING		FREMONT		31-39N-91W		201203		 	9,273	  
	 011580
		LONG BUTTE UNIT 6-2		MONTEX DRILLING COMPANY		PRODUCING WELL		WYOMING		FREMONT		6-38N-91W		201203		 	147	  
	 007165
		LONG EVERITT GAS UNIT #1		PRINCESS THREE CORP		PRODUCING WELL		OKLAHOMA		BECKHAM		5-10N-22W		201112		 	1,262	  
	 030860
		LONG, EVERITT #5-5		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		5-10N-22W		201204		 	13,667	  
	 012938
		LORENA #7-9		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		9-14N-23W		201204		 	469	  
	 013288
		LORENA #8-9		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		09-14N-23W		201204		 	3,295	  
	 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		201202		 	30,584	  
	 006067
		LORETTA #1-17		QEP ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		CANADIAN		17-13N-9W		201202		 	56	  
	 035052
		LOUISIANA METH ORPH 1-D		SAMSON CONTOUR ENERGY E&P, LLC		SHUT DOWN OR T&A		LOUISIANA		WEBSTER		02-17N-09W		201201		 	5,447	  
	 034439
		LOULA #3		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		28-11N-11W		201204		 	3,862	  
	 034204
		LOULA UNIT #2		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		28-11N-11W		201205		 	972	  
	 036989
		LOVE L&C 21-10-5075GW		WPX ENERGY ROCKY MOUNTAIN		PRODUCING WELL		WYOMING		CAMPBELL		10-5ON-75W		201203		 	(4,396	) 
	 025748
		LULU #1-22		APACHE CORPORATION		SHUT DOWN OR T&A		OKLAHOMA		STEPHENS		NW/4 SEC 22-2 N-8W		201203		 	2,499	  
	 004048
		LUNDY #2-24		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		24-9N-21W		201104		 	2	  
	 012590
		LUNDY #3-24		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		24-9N-21W		201204		 	164	  
	 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		201204		 	912	  
	 011593
		LYBYER 2-8		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		8-38N-89W		201203		 	1,111	  
	 033023
		LYNN #1-11		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		CADDO		11-6N-9W		201204		 	269	  
	 005422
		LYNN MARIE #1-31		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		STEPHENS		31-2N-5W		201204		 	4,836	  
	 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		201204		 	(74	) 
	 002235
		M & R RANCH		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		COAL		2-1N-9E		201204		 	864	  
	 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		201204		 	828	  
	 003446
		MACKEY #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		34-3N-14E		201204		 	35,796	  
	 006023
		MACKEY #1-9		WHITING OIL & GAS CORPORATION		ABANDONED WELL		OKLAHOMA		WOODWARD		9-22N-21W		201109		 	40,118	  
	 036010
		MADDEN #2-36		XTO ENERGY INC.		PRODUCING WELL		OKLAHOMA		PITTSBURG		36-7N-13E		201203		 	(11	) 
	 043720
		MADDEN #6-36H		XTO ENERGY INC.		PRODUCING WELL		OKLAHOMA		PITTSBURG		36-07N-13E		201203		 	21,782	  
	 039179
		MADDEN 12 #1		NADEL & GUSSMAN-JETTA OPER CO.		APO ONLY		LOUISIANA		LINCOLN		12-17N-04W		201111		 	4,136	  
	 005701
		MAINON #1-23		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		23-12N-16W		201204		 	1,252	  
	 002252
		MAJOR ROYALTY #1-26		KAISER-FRANCIS OIL COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		26-6N-22E		201204		 	(1,449	) 
	 034765
		MALLISON, DIXIE #1-9		CHAPARRAL ENERGY LLC		PRODUCING WELL		OKLAHOMA		CUSTER		9-12N-15W		201204		 	3,317	  
	 034201
		MALSON #5-4		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		5-12N-20W		201204		 	1,674	  
	 039987
		MAN O WAR #1-30		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		30-14N-23W		201204		 	385	  
	 011600
		MANARY A-l 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		201203		 	(280	) 
	 011602
		MARGARET 1-6		CONOCOPHILLIPS COMPANY		SHUT DOWN OR T&A		WYOMING		FREMONT		6-38N-90W		201112		 	(5,534	) 
	 045868
		MARGIE #1-26H		DEVON ENERGY PRODUCTION,		PRODUCING WELL		OKLAHOMA		DEWEY		26-17N-15W		201202		 	1,001	  
	 042768
		MARIE #1-25		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		MAJOR		25-22N-14W		201204		 	(989	) 
	 034555
		MARIK #1-34		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		WASHITA		34-11N-19W		201204		 	(14	) 
	 005199
		MARSHALL #1-18		LINN OPERATING INC.		PRODUCING WELL		OKLAHOMA		ROGER MILLS		18-12N-21W		201204		 	876	  
	 006778
		MARSHALL LAKE 1-31A		JMA ENERGY COMPANY, LLC-ROYALT		PRODUCING WELL		OKLAHOMA		ROGER MILLS		31-12N-23W		201201		 	(1,930	) 
	 030740
		MARTENS #2-18 (CHESTER)		XTO ENERGY INC.		PRODUCING WELL		OKLAHOMA		MAJOR		18-21N-13W		201203		 	(375	) 
	 030647
		MARTENS #2-18 (INOLA/MAN/		XTO ENERGY INC.		PRODUCING WELL		OKLAHOMA		MAJOR		18-21N-13W		201203		 	310	  
	 007872
		MARTENS UNIT		XTO ENERGY INC.		PRODUCING WELL		OKLAHOMA		MAJOR		18-21N-13W		201203		 	55	  
	 022582
		MARTIN #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BLAINE		12-18N-11W		201204		 	(66	) 
	 008009
		MARTIN #1-34		QEP ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		MAJOR		34-20N-11W		201202		 	3,157	  
	 006153
		MARTIN #1-9		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		DEWEY		9-16N-20W		201204		 	916	  
	 006371
		MARTIN #2-9		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		DEWEY		9-16N-20W		201204		 	26,270	  
	 008705
		MARTIN, J.B. #4-809		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		TEXAS		LIPSCOMB		SEC 809 BLK 43 H&TC SURVEY		201204		 	1,698	  
	 041042
		MARY #4-4		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		04-09N-19W		201204		 	(18,057	) 
	 011623
		MARY-FEDERAL 5-3		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		3-38N-90W		201202		 	(49,029	) 
	 005993
		MASON #3A		ENERVEST OPERATING LLC		PRODUCING WELL		OKLAHOMA		HASKELL		18-7N-20E E/2 SE/4		201203		 	(3,167	) 
	 032967
		MASON 6-18		MEADE ENERGY CORPORATION		PRODUCING WELL		OKLAHOMA		HASKELL		18-7N-20E		201204		 	(277	) 
	 035488
		MASON, DON B-2		SAMSON CONTOUR ENERGY E&P, LLC.		PRODUCING WELL		LOUISIANA		BIENVILLE		24 18N 8W SW SW NW		201204		 	8,239	  
	 040186
		MASONIC HOME 1-2		NOBLE ENERGY INC.		PRODUCING WELL		KANSAS		KEARNY		01-26S-36W		201202		 	9,686	  
	 040187
		MASONIC HOME 2-2		NOBLE ENERGY INC.		PRODUCING WELL		KANSAS		KEARNY		06-26S-35W		201202		 	1,355	  
	 040188
		MASONIC HOME 5-2		NOBLE ENERGY INC.		PRODUCING WELL		KANSAS		KEARNY		34-25S-36W		201202		 	12,500	  
	 040189
		MASONIC HOME 6-2		NOBLE ENERGY INC.		PRODUCING WELL		KANSAS		KEARNY		02-26S-36W		201202		 	6,029	  
	 040190
		MASONIC HOME 9-2		NOBLE ENERGY INC.		PRODUCING WELL		KANSAS		KEARNY		06-26S-35W		201202		 	12,216	  
	 002265
		MATHERS #1-27 MALOUF		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		27-15N-26W		201204		 	110,781	  
	 039932
		MATHEWS #2-17		MUSTANG FUEL CORPORATION		PRODUCING WELL		OKLAHOMA		HASKELL		17-07N-20E		201203		 	(95	) 
	 004721
		MATTIE-JERNIGAN G. U. #2		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		TEXAS		PANOLA		JAMES STOUT SVY, A604		201203		 	(21,793	) 
	 038686
		MATUSZAK #1-23		SOUTHWESTERN ENERGY PROD CO.		PRODUCING WELL		OKLAHOMA		LATIMER		23-06N-18E		201202		 	—  	  
	 045467
		MAX 27 #1H		EOG RESOURCES, INC.		PRODUCING WELL		OKLAHOMA		ELLIS		27-19N-25W		201204		 	2,819	  
	 045747
		MAX 27 #3H		EOG RESOURCES, INC.		PRODUCING WELL		OKLAHOMA		ELLIS		27-19N-25W		201204		 	(7,178	) 
	 004540
		MAXWELL #1-23		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		WHEELER		SEC 23 BLK M-1 H&GN SVY		201204		 	24,314	  
	 030026
		MAYERS, F. #29-5		SAMSON RESOURCES COMPANY		PRODUCING WELL		ALABAMA		LAMAR		29-16S-15W (N/2)		201204		 	89,720	  
	 003922
		MAYFIELD, J.W. #1 (ALG)		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		LOUISIANA		L1NCOLN		31-19N-2W		201202		 	42	  
	 005368
		MCALESTER #1-12		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		12-6N-13E		201204		 	4,806	  
	 040285
		MCBEE 2-30		UNIT PETROLEUM COMPANY		PRODUCING WELL		OKLAHOMA		LE FLORE		30-08N-24E		201203		 	(20,411	) 
	 004324
		MCBEE JESSIE #1-29		UNIT PETROLEUM COMPANY		PRODUCING WELL		OKLAHOMA		LE FLORE		29-8N-24E		201204		 	(1,271	) 
	 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		201204		 	(2,343	) 
	 003987
		MCCLELLAN #21-2		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		21-15N-23W		201203		 	19,411	  
	 005620
		MCCLELLAN #21-3		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		21-15N-23W		201204		 	7,648	  
	 008715
		MCCLELLAN #21-4		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		21-15N-23W		201204		 	10,853	  
	 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		201204		 	1,736	  
	 033338
		MCCLUNG #3-10		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		10-3N-12E		201204		 	3,825	  
	 043738
		MCCLUNG #4H-10		SEDNA ENERGY INC.		PRODUCING WELL		OKLAHOMA		PITTSBURG		10-03N-12E		201203		 	(4,032	) 
	 002282
		MCCLUNG A		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		10-3N-12E		201204		 	21,214	  
	 008882
		MCCLURE #1-7		CIMAREX ENERGY CO.		SHUT DOWN OR T&A		OKLAHOMA		GRADY		7-8N-8W		201202		 	(12,163	) 









 Schedule 8.18 

Closing Date Gas Imbalances 
  


																			
	 WELLHEAD GAS IMBALANCES
		 		 		 		 		 		 	 
	 TOTAL
		12,108,313																
									
	 LEASE #
		 LEASE NAME
		 OPERATOR NAME
		 WELL STATUS
		 STATE
		 COUNTY
		 LEGAL DESCRIPTION
		 PRODUCTION
MONTH
		NET
IMBALANCE	 
	 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		201204		 	536	  
	 043102
		MCCOY 27-6		NEWFIELD EXPLORATION MID CONT		PRODUCING WELL		TEXAS		WHEELER		SEC 27 CAMP CTY SCHOOL LD SVY		201204		 	(54	) 
	 012864
		MCCOY C #2-34		CORDILLERA ENERGY PARTNERS III		PRODUCING WELL		TEXAS		ROBERTS		SW/4 SEC 34, BLK M-2, H&GN SVY		201203		 	1,558	  
	 004819
		MCCRARY #32-A		CHESAPEAKE OPERATING, INC		PRODUCING WELL		OKLAHOMA		BLAINE		32-16N-13W		201202		 	28,777	  
	 040191
		MCDOWELL 1-2X		NOBLE ENERGY INC.		PRODUCING WELL		KANSAS		KEARNY		16-24S-36W		201202		 	19,512	  
	 003335
		MCENTIRE A #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		6-2N-14E		201204		 	(9,504	) 
	 004041
		MCENTIRE B #1 (CROMWELL)		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		6-2N-14E		201204		 	760	  
	 003891
		MCENTIRE B #1 (WAPANUCKA)		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		6-2N-14E		201204		 	12,771	  
	 033522
		MCGHEE #7-10		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		10-9N-19W		201204		 	(229	) 
	 022647
		MCGLOTHLIN 1-8		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		8-13N-25W		201204		 	(8,461	) 
	 038553
		MCKEE #5-1		XTO ENERGY INC.		PRODUCING WELL		OKLAHOMA		MAJOR		01-20N-14W		201203		 	(18	) 
	 007871
		MCKEE 1-1		XTO ENERGY INC.		PRODUCING WELL		OKLAHOMA		MAJOR		1-20N-14W		201203		 	1,484	  
	 040192
		MCKEY 1-2		NOBLE ENERGY INC.		SHUT DOWN OR T&A		KANSAS		KEARNY		34-24S-35W		201201		 	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		 	(6	) 
	 035622
		MCKINNEY, W.E. 5 #1 ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		5-17N-9W		201204		 	(642	) 
	 036112
		MCKINNEY, W.E. 5 #2 ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		5-17N-9W		201204		 	1,667	  
	 037330
		MCKINNEY, W.E. 5 #3 ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		05-17N-09W		201204		 	8,907	  
	 004422
		MCMONIGLE #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		HASKELL		22-8N-21E		201204		 	47,719	  
	 006542
		MCMORDIE #1-8		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		8, B&B SURVEY		201204		 	(23	) 
	 006543
		MCMORDIE #2-8		SAMSON LONE STAR, LLC		SHUT DOWN OR T&A		TEXAS		HEMPHILL		SEC 8 B&B SURVEY		201201		 	65,417	  
	 011641
		MCNALLY #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		15-8N-15E		201204		 	10,297	  
	 012786
		MCNALLY #3-15		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		15-8N-15E		201204		 	13,861	  
	 011642
		MCNALLY 2-15		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		15-8N-15E		201204		 	456	  
	 008143
		MCNEIL 13-2		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		13-14N-14W		201204		 	(6,905	) 
	 022664
		MCNEIL 13-3		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		13-14N-14W		201204		 	(4,980	) 
	 022666
		MCNEILL 2-14		SAMSON RESOURCES COMPANY		ABANDONED WELL		OKLAHOMA		CUSTER		14-14N-14W		200306		 	(9,906	) 
	 002309
		MCQUIDDY		SAMSON LONE STAR, LLC		SHUT DOWN OR T&A		TEXAS		HEMPHILL		5EC 4 BLOCK 1 G&M SURVEY		201204		 	(158,645	) 
	 031183
		MCQUIDDY #2-4		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 4, BLK 1, G&M SVY		201204		 	(15,658	) 
	 033056
		MCQUIDDY #4-4		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 4, BLK 1, G&M SVY		201204		 	(13,441	) 
	 038362
		MCVEY #1-1		LAREDO PETROLEUM INC.		PRODUCING WELL		OKLAHOMA		CADDO		01-07N-09W		201203		 	5,953	  
	 039274
		MCVEY #1-36		LAREDO PETROLEUM INC.		PRODUCING WELL		OKLAHOMA		CADDO		36-08N-09W		201203		 	5,809	  
	 004674
		MCVEY UNIT #2		XTO ENERGY INC.		PRODUCING WELL		ARKANSAS		CRAWFORD		12-9N-30W		201203		 	306	  
	 042475
		MCWILLIAMS #5H-23		NEWFIELD EXPLORATION MID CONT		PRODUCING WELL		OKLAHOMA		PITISBURG		23-05N-12E		201204		 	1,016	  
	 012488
		MDU #1		CONOCOPHILLIPS COMPANY		SHUT DOWN OR T&A		WYOMING		FREMONT		2-38N-90W		201203		 	73,392	  
	 012495
		MDU #10		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		11-38N-90W		201203		 	27,638	  
	 012936
		MDU #101		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		3-38N-90W		201203		 	2,042	  
	 013142
		MDU #10-27		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		SW/4 SW/4 SEC 27-39N-90W		201203		 	587	  
	 013079
		MDU #10-5		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		SW/4 SW/4 SEC 05-38N-89W		201203		 	2,922	  
	 012973
		MDU #105D		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		2-38N-90W		201203		 	997	  
	 013115
		MDU #107D		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		03-38N-90W		201203		 	1,118	  
	 012358
		MDU #11		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		12-38N-90W		201203		 	10,893	  
	 012975
		MDU #111		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		4-38N-90W		201203		 	92	  
	 012986
		MDU #114D		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		2-38N-90W		201203		 	2,837	  
	 012988
		MDU #116		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		4-38N-90W		201203		 	1,335	  
	 013019
		MDU #120		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		32-39N-90W		201203		 	2,596	  
	 013077
		MDU #124D		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		SW/4 NW/4 SEC 02-38N-90W		201203		 	(1,012	) 
	 013083
		MDU #125		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		NE/4 SW/4 SEC 02-38N-90W		201203		 	666	  
	 012496
		MDU #13		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		4-38N-90W		201203		 	24,177	  
	 013254
		MDU #134D		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		NW/4 SW/4 SEC 01-38N-90W		201203		 	2,313	  
	 012497
		MDU #14		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		2-38N-90W		201203		 	6,454	  
	 012498
		MDU #15		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		3-38N-90W		201203		 	3,774	  
	 013245
		MDU #151D		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		03-38N-90W		201203		 	2,351	  
	 013328
		MDU #152D		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		NE/4 NE/4 SEC 03-38N-90W		201203		 	1,884	  
	 013255
		MDU #153D		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		SW/4 NE/4 SEC 04-38N-90W		201203		 	4,919	  
	 013247
		MDU #154D		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		03-38N-90W		201203		 	2,490	  
	 013359
		MDU #155D		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		SW/4 SE/4 SEC 02-38N-90W		201203		 	7,742	  
	 013309
		MDU #157D		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		SE/4 SW/4 SEC 04-38N-90W		201203		 	624	  
	 012499
		MDU#16		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		5-38N-90W		201203		 	(4,333	) 
	 013516
		MDU #161D		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		SW/4 SE/4 SEC 03-38N-90W		201203		 	9,096	  
	 013256
		MDU #162D-R		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		SE/4 SE/4 SEC 02-38N-90W		201203		 	(4,901	) 
	 013257
		MDU #163D		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		NE/4 NE/4 SEC 10-38N-90W		201203		 	2,576	  
	 012698
		MDU #17		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		3-38N-90W		201203		 	(1,428	) 
	 013446
		MDU #170D		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		SW/4 NW/4 SEC 03-38N-90W		201203		 	2,800	  
	 013298
		MDU #174D		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		NE/4 SE/4 SEC 04-38N-90W		201203		 	2,064	  
	 012679
		MDU #18		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		2-38N-90W		201203		 	(9,650	) 
	 013330
		MDU #180D		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		NW/4 SW/4 SEC 04-38N-90W		201203		 	2,595	  
	 012513
		MDU #19		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		3-38N-90W		201203		 	48,054	  
	 013447
		MDU #193D		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		NE/4 SE/4 SEC 02-38N-90W		201203		 	3,168	  
	 013365
		MDU #194D		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		SW/4 NW/4 SEC 02-38N-90W		201203		 	824	  
	 013362
		MDU #199D		CONOCOPHILL1PS COMPANY		PRODUCING WELL		WYOMING		FREMONT		NW/4 NW/4 SEC 03-38N-90W		201203		 	2,610	  
	 012489
		MDU#2		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		3-38N-90W		201203		 	(61,832	) 
	 012514
		MDU #20		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		33-39N-90W		201203		 	36,303	  
	 012515
		MDU #21		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		2-38N-90W		201203		 	(15,483	) 
	 012516
		MDU #22		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		3-38N-90W		201203		 	(36,699	) 
	 013449
		MDU #222D		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		NW/4 NW/4 SEC 12-38N-90W		201203		 	1,290	  
	 012775
		MDU #2-27		CONOCOPHILLIPS COMPANY		SHUT DOWN OR T&A		WYOMING		FREMONT		SE/4 NW/4 SEC 27-39N-90W		201203		 	(1,132	) 
	 012776
		MDU #2-29		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		SW/4 SW/4 SEC 29-39N-90W		201203		 	(588	) 
	 012619
		MDU #23		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		4-38N-90W		201203		 	602	  
	 012620
		MDU #24		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		34-39N-90W		201203		 	(11,056	) 
	 012621
		MDU #25		CONOCOPHILLIPS COMPANY		SHUT DOWN OR T&A		WYOMING		FREMONT		33-39N-90W		201203		 	1,321	  
	 012897
		MDU #2-5		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		5-38N-89W		201203		 	5,939	  
	 012631
		MDU #26		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		4-38N-90W		201203		 	(5,316	) 
	 012640
		MDU #27		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		2-38N-90W		201203		 	6,327	  
	 012641
		MDU #28		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		4-38N-90W		201203		 	(181	) 
	 012642
		MDU #29		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		33-39N-90W		201203		 	(3,931	) 
	 012490
		MDU #3		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		35-39N-90W		201203		 	(13,181	) 
	 012643
		MDU #30		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		4-38N-90W		201203		 	(2,002	) 









 Schedule 8.18 

Closing Date Gas Imbalances 
  


																			
	 WELLHEAD GAS IMBALANCES
		 		 		 		 		 		 	 
	 TOTAL
		12,108,313																
									
	 LEASE #
		 LEASE NAME
		 OPERATOR NAME
		 WELL STATUS
		 STATE
		 COUNTY
		 LEGAL DESCRIPTION
		 PRODUCTION
MONTH
		NET
IMBALANCE	 
	 012674
		MDU #31		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		3-38N-90W		201203		 	(10,310	) 
	 012697
		MDU #32		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		11-38N-90W		201203		 	(8,182	) 
	 012700
		MDU #33		CONOCOPHILLIPS COMPANY		SHUT DOWN OR T&A		WYOMING		FREMONT		10-38N-90W		201203		 	(6,255	) 
	 012705
		MDU #34		CONOCOPHILLIP5 COMPANY		PRODUCING WELL		WYOMING		FREMONT		5-38N-90W		201203		 	1,970	  
	 012713
		MDU #35		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		3-38N-90W		201203		 	15,361	  
	 012710
		MDU #36		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		2-38N-90W		201203		 	7,793	  
	 012963
		MDU #3-7		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		NE NE SEC 7-38N-89W		201203		 	2,666	  
	 012735
		MDU #38		CONOCOPHILLIPS COMPANY		SHUT DOWN OR T&A		WYOMING		FREMONT		4-38N-90W		201203		 	2,389	  
	 012491
		MDU #4		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		4-38N-90W		201203		 	(108,215	) 
	 012741
		MDU #40		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		1-38N-90W		201203		 	(3,305	) 
	 012731
		MDU #42		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		1-38N-90W		201203		 	18,931	) 
	 012736
		MDU #43		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		3-38N-90W		201203		 	(131	) 
	 012752
		MDU #44		CONOCOPHILLIPS COMPANY		INVALID LEASE NUMBER		WYOMING		FREMONT		1-38N-90W		201203		 	(1,012	) 
	 012922
		MDU #4-5		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		5-38N-89W		201203		 	455	  
	 012767
		MDU #46		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		33-39N-90W		201203		 	1,157	  
	 012734
		MDU #47		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		2-38N-90W		201203		 	(2,162	) 
	 012737
		MDU #48		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		35-39N-90W		201203		 	(1,577	) 
	 012797
		MDU #49		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		12-38N-90W		201203		 	1,568	  
	 013279
		MDU #4-9		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		NE/4 SW/4 SEC 09-38N-89W		201203		 	1,027	  
	 012750
		MDU #50		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		34-39N-90W		201203		 	(397	) 
	 012751
		MDU #52		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		1-38N-90W		201203		 	(11,226	) 
	 012921
		MDU #5-28		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		28-39N-90W		201203		 	(1,553	) 
	 012925
		MDU #5-5		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		5-38N-89W		201203		 	875	  
	 012756
		MDU #56		CONOCOPHILLIPS COMPANY		SHUT DOWN OR T&A		WYOMING		FREMONT		12-38N-90W		201203		 	(2,895	) 
	 012755
		MDU #57		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		4-38N-90W		201203		 	2,800	  
	 012774
		MDU #58		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		5-38N-90W		201203		 	(1,117	) 
	 012758
		MDU #59		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		3-38N-90W		201203		 	4,474	  
	 012492
		MDU #6		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		1-38N-90W		201203		 	14,550	  
	 012768
		MDU #60		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		32-39N-90W		201203		 	(11,773	) 
	 012900
		MDU #6-11		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		SEC 11 & 14-38N-90W		201203		 	2,634	  
	 013139
		MDU #6-26C		CONOCOPHILLIPS COMPANY		SHUT DOWN OR T&A		WYOMING		FREMONT		NE/4 SE/4 SEC 26-39N-90W		201203		 	(22	) 
	 012899
		MDU #6-32		CONOCOPHILLIPS COMPANY		SHUT DOWN OR T&A		WYOMING		FREMONT		32-39N-90W		201203		 	(1,856	) 
	 012783
		MDU #65		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		10-38N-90W		201203		 	(12,258	) 
	 012784
		MDU #66		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		10-38N-90W		201203		 	3,833	  
	 013168
		MDU #6-6		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		06-38N-90W		201203		 	1,116	  
	 012785
		MDU #67		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		2 & 11-38N-90W		201203		 	8,210	  
	 012798
		MDU #68		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		11-38N-90W		201203		 	(1,515	) 
	 013214
		MDU #6-8		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		SE/4 NW/4 SEC 08-38N-89W		201203		 	1,056	  
	 012822
		MDU #70		CONOCOPHILLIPS COMPANY		SHUT DOWN OR T&A		WYOMING		FREMONT		LOT 3 SEC 12-38N-90W		201203		 	(2,362	) 
	 012820
		MDU #71		CONOCOPHILLIPS COMPANY		SHUT DOWN OR T&A		WYOMING		FREMONT		11-38N-90W		201203		 	4,283	  
	 012942
		MDU #7-32		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		32-39N-90W		201203		 	(1,505	) 
	 012830
		MDU #75		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		9-38N-90W		201203		 	(2,783	) 
	 013241
		MDU #7-6		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		NE/4 NW/4 SEC 06-38N-90W		201203		 	1,268	  
	 012493
		MDU #8		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		3-38N-90W		201203		 	25,083	  
	 012878
		MDU #82		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		10-38N-90W		201203		 	(3,207	) 
	 012898
		MDU #8-23		CONOCOPHILLIPS COMPANY		SHUT DOWN OR T&A		WYOMING		FREMONT		23-39N-91W		201203		 	798	  
	 012879
		MDU #84		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		12-38N-90W		201203		 	(6,263	) 
	 012880
		MDU #86		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		2-38N-90W		201203		 	(1,245	) 
	 012876
		MDU #87		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		5-38N-89W		201203		 	1,307	  
	 012494
		MDU #9		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		32-39N-90W		201203		 	(776	) 
	 012904
		MDU #90		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		1-38N-90W		201203		 	(674	) 
	 012905
		MDU #91		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		1-38N-90W		201203		 	984	  
	 012903
		MDU #92		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		10-38N-90W		201203		 	(3,103	) 
	 013242
		MDU #9-31CA		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		SW/4 SE/4 SEC 31-39N-90W		201203		 	934	  
	 013199
		MDU #9-34		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		NW/4 NE/4 SEC 34-39N-90W		201203		 	4,837	  
	 012907
		MDU #94		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		4-38N-90W		201203		 	(1,578	) 
	 012909
		MDU #96		CONOCOPHILLIPS COMPANY		SHUT DOWN OR T&A		WYOMING		FREMONT		S-38N-90W		201203		 	(1,878	) 
	 012911
		MDU #98		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		4-38N-90W		201203		 	2,740	  
	 012504
		MDU DEEP #1-3		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		3-38N-90W		201203		 	79,212	  
	 022675
		MEADOW #1-1		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		TEXAS		WHEELER		SEC 1, CAMP CSL SVY		201203		 	224,997	  
	 002311
		MEADOWS		SAMSON LONE STAR, LLC		PRODUCING WELL		HEMPHILL		OKLAHOMA		31,BLK M- H&GN SURVEY		200703		 	641	  
	 035259
		MEARS 1		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		35 18N 9W		201204		 	1,299	  
	 030859
		MECHEK #4-2		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		WASHITA		2-11N-20W		201203		 	1,231	  
	 006761
		MECHEK 1-3		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		3-11N-20W		201204		 	2,613	  
	 030446
		MEDDERS #4-1 (FORMERLY TO		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		WASHITA		1-11N-20W		201204		 	(4,508	) 
	 011653
		MEDIAN 1-21		CONOCOPHILLIPS COMPANY		SHUT DOWN OR T&A		WYOMING		FREMONT		21-39N-90W		201204		 	2,009	  
	 033008
		MEEK #5-24		JMA ENERGY COMPANY, LLC-ROYALT		PRODUCING WELL		OKLAHOMA		CUSTER		24-15N-20W		201204		 	(273	) 
	 006312
		MEEK B #1-24		MARATHON OIL COMPANY		SHUT DOWN OR T&A		OKLAHOMA		CUSTER		24-15N-20W		200904		 	1,830	  
	 006437
		MEEK F #1-24		MARATHON OIL COMPANY		PRODUCING WELL		OKLAHOMA		CUSTER		24-15N-20W		201202		 	24,357	  
	 006672
		MEEK F #2-24		MARATHON OIL COMPANY		PRODUCING WELL		OKLAHOMA		CUSTER		24-15N-20W		201203		 	4,885	  
	 011654
		MEGG 1-5		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		05-38N-90W		201203		 	(222,533	) 
	 011655
		MELBA 1-10 BG1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		10-14N-23W		201204		 	12,943	  
	 011656
		MELBA 2-10		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		10-14N-23W		201204		 	1,004	  
	 043786
		MELTON #1-3		SM ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		03-06N-11W		201203		 	463	  
	 022680
		MELVIN #1		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		28-10N-20W		201204		 	(4,151	) 
	 039556
		MENDOTA RANCH #11-6		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 11 BLK 1 1&GN SVY		201204		 	816	  
	 039721
		MENDOTA RANCH #11-7		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 11 BLK 1 1&GN RR CO SVY		201204		 	54	  
	 039097
		MENDOTA RANCH #13-8		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 13 8LK 1 I&GN SVY NW/4		201204		 	988	  
	 038906
		MENDOTA RANCH #36-6		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 36 BLK 1 I&GN SVY		201204		 	235	  
	 039098
		MENDOTA RANCH #36-7		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 36 BLK 1 I&GN SVY		201204		 	267	  
	 039099
		MENDOTA RANCH #36-8		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 36 BLK 1 I&GN SVY		201204		 	36	  
	 039555
		MENDOTA RANCH #51A-6		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 51 BLK 1 I&GN SVY		201204		 	366	  
	 039750
		MENDOTA RANCH 34 #3		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SECTION 34, BLK 1, I&GN SVY		201204		 	30,106	  
	 041593
		MENDOTA RANCH 34 #6		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SECTION 34, BLK 1, I&GN SVY		201204		 	14,497	  
	 041843
		MENDOTA RANCH 34 #9		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SECTION 34 BLK 1 I&GN SVY		201204		 	192	  
	 036177
		MENDOTA RANCH 36D #2		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 36, BLK 1 I&GN SVY		201204		 	4,041	  
	 039100
		MENDOTA RANCH 36D #9		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 36 BLK 1 I&GN SVY		201204		 	231	  
	 036730
		MENDOTA RANCH 51C #1		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 51 BLK 1 I&GN SVY		201204		 	163	  
	 012824
		MENNONITE #4-31		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		CUSTER		31-14N-20W		201204		 	2,768	  
	 012946
		MENNONITE #5-31		CIMAREX ENERGY CO.		ORRI/RY		OKLAHOMA		CUSTER		31-14N-20W		201204		 	386	  









 Schedule 8.18 

Closing Date Gas Imbalances 
  


																			
	 WELLHEAD GAS IMBALANCES
		 		 		 		 		 		 	 
	 TOTAL
		12,108,313																
									
	 LEASE #
		 LEASE NAME
		 OPERATOR NAME
		 WELL STATUS
		 STATE
		 COUNTY
		 LEGAL DESCRIPTION
		 PRODUCTION
MONTH
		NET
IMBALANCE	 
	 022685
		MERCER 1-16		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		STEPHENS		16-2N-8W		201203		 	290	  
	 006268
		MERRICK #1-22		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		22-12N-22W 198		201204		 	(232	) 
	 008748
		MERRICK #1-23		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		OKLAHOMA		ROGER MILLS		23-14N-22W		201203		 	(28,509	) 
	 006353
		MERRICK #1-25		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BECKHAM		25-12N-22W		201204		 	85	  
	 006257
		MERRICK #1-28		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BECKHAM		28-12N-22W		201204		 	14,514	  
	 030333
		MERRICK #1-34		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		OKLAHOMA		ROGER MILLS		SEC 34-14N-22W		201203		 	53,714	  
	 006213
		MERRICK #3-1		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		ROGER MILLS		1-12N-22W ALL		201204		 	(98	) 
	 034463
		MERRICK #3-34		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		OKLAHOMA		ROGER MILLS		34-14N-22W		201203		 	1,442	  
	 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		201203		 	12,149	  
	 008750
		MERRICK #7-A		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		ROGER MILLS		7-12N-21W		201204		 	78	  
	 005211
		MERRICK #7-C		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		ROGER MILLS		7-12N-21W		201204		 	417	  
	 031032
		MERRICK #7-D		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		ROGER MILLS		7-12N-21W		201204		 	1,243	  
	 030335
		MERRICK 1-35		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		OKLAHOMA		ROGER MILLS		SEC 35-14N-22W		201203		 	65,398	  
	 006762
		MERRICK 2-22		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		22-12N-22W		201204		 	5,840	  
	 038765
		MERRIFIELD #1-10		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		10-09N-21W		201204		 	(2,706	) 
	 037625
		MESSIER #1-19		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		19-12N-23W		201204		 	4,163	  
	 005401
		METHENY #2-25 (DORNICK HI		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		STEPHENS		25-2N-6W		201204		 	28,468	  
	 005532
		MEYER #1-6		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CANADIAN		06-11N-7W		201204		 	19,115	  
	 006255
		MEYER #4-1		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		ROGER MILLS		4-15N-21W SW		201204		 	11,363	  
	 008582
		MEYER #4-3		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		ROGER MILLS		4-15N-21W		201204		 	8,802	  
	 040146
		MEYER 1-2		NOBLE ENERGY INC		PRODUCING WELL		KANSAS		GRANT		09-27S-35W		201202		 	1,622	  
	 040147
		MEYER 2-2		NOBLE ENERGY INC		PRODUCING WELL		KANSAS		GRANT		17-27S-3SW		201202		 	15,645	  
	 004941
		MEYERS #1-16		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BEAVER		16-1N-21ECM		201204		 	25	  
	 006028
		MIKLES #1-12		KAISER-FRANCIS OIL COMPANY		SHUT DOWN OR T&A		OKLAHOMA		BECKHAM		12-10N-22W		201204		 	21,478	  
	 006346
		MIKLES #3-4		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BECKHAM		4-10N-22W		201204		 	823	  
	 013521
		MILA #1-36		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		MAJOR		36-23N-12W		201204		 	4,792	  
	 003898
		MILDRED #2		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		CUSTER		8-15N-20W		201204		 	43,646	  
	 033057
		MILDRED #4-8		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CUSTER		8-15N-20W		201204		 	101,454	  
	 033580
		MILDRED #5-8		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		CUSTER		8-15N-20W		201204		 	7,703	  
	 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		201202		 	17,442	  
	 030306
		MILEUR R S 2-23		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		GRADY		23-4N-8W		201204		 	357	  
	 034186
		MILLER #1-24		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		24-6N-13E		201204		 	13,823	  
	 005421
		MILLER UNIT		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ELLIS		11-23N-24W		201204		 	13,502	  
	 006147
		MILLER, BOYD #1		NOBLE ENERGY INC		PRODUCING WELL		OKLAHOMA		CUSTER		10-14N-14W ALL		201204		 	(1,571	) 
	 006148
		MILLER, BOYD #3		NOBLE ENERGY INC		PRODUCING WELL		OKLAHOMA		CUSTER		10-14N-14W ALL		201204		 	(876	) 
	 006149
		MILLER, BOYD #4		NOBLE ENERGY INC		PRODUCING WELL		OKLAHOMA		CUSTER		10-14N-14W ALI		201204		 	(463	) 
	 034740
		MILLER, BOYD #5-10		NOBLE ENERGY INC		PRODUCING WELL		OKLAHOMA		CUSTER		10-14N-14W		201204		 	333	  
	 030982
		MILLER, TROY #10-2		MARATHON OIL COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		2-14N-22W		201204		 	(356	) 
	 005595
		MILLS # 4-19(FORMERLY DEE		QUANTUM RESOURCES MANAGEMENT		PRODUCING WELL		OKLAHOMA		BECKHAM		19-10N-26W		201204		 	(2,704	) 
	 006131
		MILLS #1-19		QUANTUM RESOURCES MANAGEMENT		PRODUCING WELL		OKLAHOMA		BECKHAM		19-10N-26W ALL		201204		 	(54,828	) 
	 006220
		MILLS #2-19		QUANTUM RESOURCES MANAGEMENT		PRODUCING WELL		OKLAHOMA		BECKHAM		19-10N-26W NE/		201204		 	(92,854	) 
	 044429
		MILTON #1-23H		CONTINENTAL RESOURCES, INC.		PRODUCING WELL		NORTH DAKOTA		DIVIDE		SEC 14 & 23-160N-96W		201204		 	814	  
	 031223
		MINNIE #2-17		MUSTANG FUEL CORPORATION		PRODUCING WELL		OKLAHOMA		HASKELL		17-7N-20E		201203		 	325	  
	 007042
		MITCHELL UNIT #1		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		ELLIS		25-17N-23W		201204		 	290	  
	 007048
		MITCHELL-ANDERSON UNIT #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ELLIS		30-17N-22W		201204		 	88,525	  
	 011668
		MOGG-HAWKINS 1-27		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		27-10N-12W		201204		 	233,339	  
	 006230
		MOLLETT #1		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BECKHAM		4-11N-22W NW/		201203		 	(1,682	) 
	 006728
		MOLLETT 2-4		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BECKHAM		4-11N-22W		201203		 	(18,705	) 
	 037947
		MOLLIE #1 (MIDDLE ATOKA)		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		17-06N-19E		201204		 	8,970	  
	 038646
		MOLLIE #1R CBM		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		17-06N-19E		201204		 	46	  
	 036753
		MOLLIE #3-17		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		17-06N-19E		201204		 	201	  
	 004007
		MOLTHAN #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		LE FLORE		27-8N-24E		201204		 	45,575	  
	 040148
		MONNICH 1-2		NOBLE ENERGY INC.		PRODUCING WELL		KANSAS		HAMILTON		13-24S-39W		201202		 	27,770	  
	 002354
		MONROE #1-28		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		28-5N-16E		201204		 	8,417	  
	 004187
		MONTY #1		KAISER-FRANCIS OIL COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		14-7N-14E		201204		 	(1	) 
	 005576
		MOODY		UNIT PETROLEUM COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		10-6N-9W		201203		 	(3,967	) 
	 005884
		MOONEY A #1-2		MARATHON OIL COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		2-14N-22W		201203		 	4	  
	 004256
		MOORE #1-34		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		DEWEY		34-17N-20W		201204		 	1,792	  
	 006029
		MOORE #1-35		UNIT PETROLEUM COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		35-11N-13W		201204		 	1,139	  
	 007089
		MOORE #1-A		APACHE CORPORATION		PRODUCING WELL		TEXAS		WHEELER		SEC 57 BLK H&GN RR CO SUR		201204		 	(84,364	) 
	 004664
		MOORE #2-14		CRAWLEY PETROLEUM CORP.		PRODUCING WELL		OKLAHOMA		ROGER MILLS		14-11N-23W		201204		 	15,104	  
	 046161
		MOORE #3-13H		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		HARPER		13-27N-25W		201204		 	(12,982	) 
	 004943
		MOORE, JEFF #1-20		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		20-12N-17W		201204		 	1,239	  
	 004893
		MORAN #2-36		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		COAL		36-3N-11E		201203		 	2,135	  
	 030649
		MORAN #4-36		XTO ENERGY INC.		PRODUCING WELL		OKLAHOMA		COAL		36-3N-11E		201203		 	42	  
	 006677
		MORDECAI #2-36		LINN OPERATING INC.		PRODUCING WELL		OKLAHOMA		BLAINE		36-13N-12W		201204		 	2,256	  
	 030894
		MORDECAI #4 36		LINN OPERATING INC.		PRODUCING WELL		OKLAHOMA		BLAINE		36-13N-12W		201202		 	213	  
	 004106
		MORGAN #1-3		KAISER-FRANCIS OIL COMPANY		PRODUCING WELL		OKLAHOMA		ELLIS		3-19N-21W		201203		 	(468	) 
	 006441
		MORGAN #1-34		APACHE CORPORATION		SHUT DOWN OR T&A		OKLAHOMA		WASHITA		34-11N-19W		201204		 	(55,719	) 
	 040195
		MORRIS 1-2		NOBLE ENERGY INC.		PRODUCING WELL		KANSAS		KEARNY		29-24S-35W		201202		 	13,158	  
	 007083
		MORRISON #1-212		H & L OPERATING COMPANY		PRODUCING WELL		TEXAS		ROBERTS		SEC 212 BLK 42 H&TC RR CO SUR		201203		 	407	  
	 014004
		MORRISON #6-33H		QEP ENERGY COMPANY		PRODUCING WELL		TEXAS		WHEELER		SEC 33 BLK A-3 H&GN SVY		201202		 	382	  
	 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		201204		 	2	  
	 041424
		MOSELEY 25-1		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		2S-15N-20W		201203		 	12,291	  
	 041425
		MOSELEY 25-2		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		25-15N-20W		201203		 	(1,562	) 
	 031189
		MOSLEY #20-24		MARATHON OIL COMPANY		SHUT DOWN OR T&A		OKLAHOMA		CUSTER		24-15N-20W		201204		 	(1,720	) 
	 034908
		MOSLEY, THELMA GAS UNIT 1		BP AMERICA PRODUCTION COMPANY		SHUT DOWN OR T&A		TEXAS		HARRISON		FRANCIS RAMSDALE SVY, A-S91		201203		 	880	  
	 039935
		MOSLEY, THELMA WELL #4		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		TEXAS		HARRISON		J W BRITAIN SVY, A-78		201203		 	1,056	  
	 039911
		MOWDY #1H-22		NEWFIELD EXPLORATION MID CONT		PRODUCING WELL		OKLAHOMA		COAL		22-02N-11E		201204		 	480	  
	 040149
		MOYLE 1-2		NOBLE ENERGY INC.		PRODUCING WELL		KANSAS		HAMILTON		35-25S-39W		201202		 	37,177	  
	 005566
		MUEHLEBACH A #1 & #2		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		BEAVER		2-3N-26ECM		201203		 	2,028	  
	 002385
		MUELLER #l		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CUSTER		3-14N-17W		201204		 	25,878	  
	 007123
		MUGG ESTATE #2-983		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		LIPSCOMB		SEC 983 BLK 43 H&TC RR CO SUR		201204		 	1,008	  
	 007034
		MUGG J K #1		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		LIPSCOMB		SEC 983 BLK 43 H&TC RR CO SUR		201204		 	1,502	  
	 045547
		MUIR #1-7H		CONTINENTAL RESOURCES, INC.		PRODUCING WELL		NORTH DAKOTA		DIVIDE		SEC 06 & 07-160N-96W		201204		 	75	  
	 005423
		MULBERY #1-34		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BEAVER		34-3N-28ECM		201204		 	5,509	  
	 034405
		MULLEN #2		WEXPRO COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		2-17N-104W		201204		 	1,593	  









 Schedule 8.18 

Closing Date Gas Imbalances 
  


																			
	 WELLHEAD GAS IMBALANCES
		 		 		 		 		 		 	 
	 TOTAL
		12,108,313																
									
	 LEASE #
		 LEASE NAME
		 OPERATOR NAME
		 WELL STATUS
		 STATE
		 COUNTY
		 LEGAL DESCRIPTION
		 PRODUCTION

MONTH
		NET
IMBALANCE	 
	 004254
		MURDAUGH, JACK #1 & #2		CHEVRON USA INC		PRODUCING WELL		OKLAHOMA		PITTSBURG		27-7N-18E		201204		 	23,032	  
	 006991
		MURPHY #1-18		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		18-12N-15W		201204		 	1,061	  
	 002392
		MURRAY #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BEAVER		23-6N-27ECM		201204		 	3,407	  
	 008002
		MURRAY UNIT		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BECKHAM		10-9N-25W		201204		 	(70,130	) 
	 002393
		MURRIN		KAISER-FRANCIS OIL COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		14-7N-14E		201204		 	46	  
	 006646
		MURROW #2		BROWER ROBERT C		PRODUCING WELL		OKLAHOMA		WOODS		34-25N-14W		201204		 	1,119	  
	 006533
		MUSIC #1-2		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		2-11N-20W		201204		 	378,057	  
	 006721
		MUSIC #2-23		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		23-10N-21W		201204		 	1,086	  
	 004794
		MUSIC #3-24		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		24-10N-21W		201204		 	27,292	  
	 040779
		MUSICK FARMS #1-11H		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		WASHITA		11-11N-18W		201203		 	8,831	  
	 006088
		MUTZ A #2-23		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		GRADY		23-5N-7W		201204		 	522	  
	 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		201204		 	(50,220	) 
	 039301
		NAGLE STATE #3-10		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BECKHAM		10-11N-22W		201204		 	(86	) 
	 006743
		NAGLE STATE 2-10		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BECKHAM		10-11N-22W		201204		 	1,320	  
	 041239
		NAGLE-STATE #4-10		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BECKHAM		10-11N-22W		201204		 	366	  
	 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		201204		 	(55,435	) 
	 035039
		NEHI #1H-34		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		ROGER MILLS		34-13N-24W		201204		 	(47	) 
	 040196
		NEIBUHR 1-2		NOBLE ENERGY INC		PRODUCING WELL		KANSAS		KEARNY		33-23S-38W		201202		 	13,871	  
	 003329
		NEIDECKER #1-34		OGP OPERATING, INC.		PRODUCING WELL		ARKANSAS		CRAWFORD		34-9N-31W		201204		 	6,849	  
	 003328
		NEIDECKER #2		OGP OPERATING, INC.		PRODUCING WELL		ARKANSAS		CRAWFORD		34-9N-31W		201204		 	(4,764	) 
	 004604
		NEIDECKER #3-34		OGP OPERATING, INC.		PRODUCING WELL		ARKANSAS		CRAWFORD		34-9N-31W		201204		 	(4,070	) 
	 022810
		NEILL A-1		GILLILAND OIL & GAS, INC		PRODUCING WELL		OKLAHOMA		GRADY		25-5N-5W		201202		 	241	  
	 007061
		NELSON UNIT #3 WELL #4		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BEAVER		28-3N-27ECM		201204		 	2,035	  
	 034249
		NESSER #3-29		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BECKHAM		29-12N-21W		201204		 	(2,186	) 
	 036672
		NESSER #4-29		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BECKHAM		29-12N-21W		201204		 	595	  
	 007569
		NEUFELD #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		MAJOR		15-20N-11W		201204		 	7,149	  
	 012857
		NEWMAN #1-34H		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		STEPHENS		SEC 34&35-1N-4W		201203		 	(320	) 
	 004346
		NEWTON SMITH #1-16		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PIDSBURG		16-3N-12E		201204		 	1,850	  
	 033209
		NEWTON SMITH #2-16		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		16-3N-12E		201204		 	4,151	  
	 033416
		NEWTON SMITH #3-16		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		16-3N-12E		201204		 	639	  
	 033642
		NEWTON SMITH #4-16		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		16-3N-12E		201204		 	1,841	  
	 004582
		NEWTON-POWERS #4		SAMSON RESOURCES COMPANY		PRODUCING WELL		ARKANSAS		POPE		16-9N-20W		201204		 	21,883	  
	 004040
		NEWTON-POWERS #6		XTO ENERGY INC.		PRODUCING WELL		ARKANSAS		POPE		16-9N-20W		201203		 	(2,592	) 
	 024085
		NIC #14		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		GRADY		4-4N-5W		201204		 	11,106	  
	 004523
		NICHOLS-GREGORY #1		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		BECKHAM		28-12N-21W		201203		 	(1,826	) 
	 004628
		NICHOLS-GREGORY #3-28		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		28-12N-21W ALL		201204		 	17,664	  
	 006110
		NICKELSON #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		MAJOR		12-22N-16W ALL		201204		 	(20	) 
	 034406
		NIGHTINGALE A #1		WEXPRO COMPANY		SHUT DOWN OR T&A		WYOMING		SWEETWATER		32-16N-104W		201204		 	17,391	  
	 033283
		NILE MOSBURG #3-12		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BEAVER		12-3N-25E		201203		 	(3,231	) 
	 032798
		NINE, BENJAMIN #3-22		J BREX COMPANY		PRODUCING WELL		OKLAHOMA		BEAVER		22-2N-28E		201204		 	(305	) 
	 012884
		NISTLER #4-17		CHESAPEAKE OPERATING, INC		PRODUCING WELL		OKLAHOMA		ROGER MILLS		17-13N-22W		201204		 	(707	) 
	 011707
		NISTLER 2-17 BG0		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		ROGER MILLS		17-13N-22W		201204		 	(3,957	) 
	 011708
		NISTLER 3-17		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		ROGER MILLS		17-13N-22W		201204		 	(24,736	) 
	 036806
		NITCHIE GULCH UNIT 3-21F		WHITING OIL & GAS CORPORATION		PRODUCING WELL		WYOMING		SWEETWATER		21-23N-103W		201202		 	(1,886	) 
	 036644
		NOAH #8-10P		NOBLE ENERGY INC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 8 BLK 4 AB&M SVY		201204		 	1,925	  
	 034699
		NOAH #8-12P		NOBLE ENERGY INC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 8, BLK 4, AB&M SVY		201204		 	1,166	  
	 036321
		NOAH #8-14P		NOBLE ENERGY INC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 8 BLK 4 AB&M SVY		201204		 	675	  
	 043575
		NOAH 0813H		NOBLE ENERGY INC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 8 BLK 4 AB&M SVY		201204		 	30,786	  
	 031178
		NOBLE #20-3		CHESAPEAKE OPERATING, INC		PRODUCING WELL		OKLAHOMA		CUSTER		20-14N-19W		201204		 	(1,622	) 
	 005839
		NOBLE #2-20		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		20-14N-19W		201204		 	(851	) 
	 025696
		NOBLE #4-20		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		20-14N-19W		201204		 	1,071	  
	 005599
		NOBLE UNIT		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		20-14N-19W		201204		 	(11,250	) 
	 035294
		NOLES A-l		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		4 17N 9W NW NW NW		201204		 	8,600	  
	 039219
		NORMA JO #1-6 ST		SM ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		06-06N-11W		201203		 	(746	) 
	 035309
		NORMAN A-l ALT		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		4 17N 9W SW SW SW		201204		 	472	  
	 011711
		NORVILL B #1 NP		NEWFIELD EXPLORATION MID CONT		PRODUCING WELL		OKLAHOMA		GRADY		36-5N-5W		201203		 	3,563	  
	 040507
		NOVOTNY PARRISH 1-32		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		GRADY		32-9N-8W		201203		 	15	  
	 006226
		NOVY, BESSIE #1-29		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		29-11N-11W SE/		201204		 	2,727	  
	 034455
		NOVY, BESSIE #2-29		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		29-11N-11W		201204		 	4,845	  
	 034619
		NOVY, BESSIE #3-29		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		29-11N-11W		201204		 	5,765	  
	 007056
		NUTTDALL UNIT#1-29		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		ELLIS		29-17N-22W		201204		 	7,883	  
	 006300
		OAKS 1-4		MUSTANG FUEL CORPORATION		PRODUCING WELL		OKLAHOMA		CUSTER		4-12N-20W		201203		 	24,593	  
	 002439
		O’BRIANT #1		XTO ENERGY INC.		PRODUCING WELL		ARKANSAS		POPE		1-8N-20W		201204		 	(933	) 
	 030847
		O’BRIEN #9-2 (FRMLY GATES		MARATHON OIL COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		2-14N-22W		201204		 	(2,372	) 
	 011718
		ODOM 18-12		FINLEY RESOURCES, INC.		PRODUCING WELL		ALABAMA		LAMAR		18-16S-15W		201204		 	870	  
	 006664
		O’DONNELL 1-30		CONOCOPHILIPS COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		30-10N-20W		201204		 	93,372	  
	 007616
		O’HARA #3-8		SM ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		8-10N-22W		201203		 	(177	) 
	 012507
		OKIE #1-9		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		9-38N-90W		201203		 	76,570	  
	 040197
		OLAUGHLIN 1-2		NOBLE ENERGY INC		PRODUCING WELL		KANSAS		KEARNY		12-25S-36W		201201		 	21,026	  
	 002450
		OLSON #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		1-7N-18E		201204		 	4,216	  
	 039287
		OPAL BAUER ET AL #1		INDIGO MINERALS LLC		PRODUCING WELL		LOUISIANA		LINCOLN		34-18N-04W		201204		 	12,121	  
	 006031
		OPITZ #1-14		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		CADDO		14-11N-11W		201204		 	772	  
	 013226
		ORBISON #3-11		QEP ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		11-08N-15E		201202		 	1,643	  
	 011725
		ORBISON 1-11 BGO		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		11-8N-15E		201204		 	4,975	  
	 004758
		ORBISON-WEEKS #1 ~14		QEP ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		14-8N-15E		201201		 	(281	) 
	 039373
		ORRELL #1-28 ST		SM ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		28-07N-12W		201203		 	1,135	  
	 044592
		OTIS #1-13H		CONTINENTAL RESOURCES, INC.		PRODUCING WELL		NORTH DAKOTA		DIVIDE		SEC 13 & 24-161N-96W		201204		 	(31	) 
	 044968
		OTIS #2-13H		CONTINENTAL RESOURCES, INC.		PRODUCING WELL		NORTH DAKOTA		DIVIDE		SEC 13 & 24-161N-96W		201204		 	1,518	  
	 006369
		OVERSTREET #1-31		SM ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		31-10N-19W		201203		 	104	  
	 002464
		OZARK REAL ESTATE #2-19		SAMSON RESOURCES COMPANY		PRODUCING WELL		ARKANSAS		JOHNSON		19-9N-24W		201204		 	1,802	  
	 011730
		PALMER 1-17 BG0		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		17-12N-15W		201204		 	(29,814	) 
	 011731
		PALMER 2-17		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		17-12N-15W 1320 FSL 1340 FE		201204		 	4,194	  
	 035231
		PALMER A-1		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		27 18N 9W NE SW SW		201204		 	4,550	  
	 002475
		PANKEY UNIT #1		QUANTUM RESOURCES MANAGEMENT		PRODUCING WELL		OKLAHOMA		ROGER MILLS		4-13N-26W		201204		 	83,611	  
	 030943
		PAPPY #2-8		MARATHON OIL COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		8-9N-19W		201204		 	4,414	  
	 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		201204		 	5,348	  
	 033322
		PARKER #1-29		CABOT OIL & GAS CORP.		PRODUCING WELL		OKLAHOMA		ELLIS		29-24N-25W		201204		 	(85	) 









 Schedule 8.18 

Closing Date Gas Imbalances 
  


																			
	 WELLHEAD GAS IMBALANCES
		 		 		 		 		 		 	 
	 TOTAL
		12,108,313																
									
	 LEASE #
		 LEASE NAME
		 OPERATOR NAME
		 WELL STATUS
		 STATE
		 COUNTY
		 LEGAL DESCRIPTION
		 PRODUCTION

MONTH
		NET
IMBALANCE	 
	 033653
		PARKER #33-29		CABOT OIL & GAS CORP.		PRODUCING WELL		OKLAHOMA		ELLIS		29-24N-25W		201204		 	(7	) 
	 042507
		PARKER #3-4		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		04-09N-19W		201204		 	862	  
	 033957
		PARKER #44-29		CABOT OIL & GAS CORP.		PRODUCING WELL		OKLAHOMA		ELLIS		29-24N-25W		201204		 	348	  
	 038746
		PARKER #6-29		CABOT OIL & GAS CORP.		PRODUCING WELL		OKLAHOMA		ELLIS		29-24N-25W		201204		 	(324	) 
	 043777
		PARKER #8-4		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		04-09N-19W		201204		 	(388	) 
	 005721
		PARKER #9-47		CABOT OIL & GAS CORP.		PRODUCING WELL		OKLAHOMA		ELLIS		29-24N-25W		201203		 	2	  
	 043104
		PARKER 6-4		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		04-09N-19W		201204		 	(4,187	) 
	 004122
		PARKER, ALFRED #1		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		27-5N-17E		201203		 	1,402	  
	 030991
		PARKER, ALFRED #3-27		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		27-5N-17E		201203		 	(5,451	) 
	 033382
		PARKER, ALFRED #4-27		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		27-5N-17E		201203		 	2,184	  
	 004264
		PARKER, ALFRED UNIT #2		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		27-5N-17E		201203		 	(907	) 
	 031112
		PARMER #1-23		FOREST OIL CORPORATION		PRODUCING WELL		OKLAHOMA		CADDO		23-5N-11W		201203		 	(146	) 
	 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		201204		 	(8,536	) 
	 004642
		PATRICIA #1-24		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		BLAINE		24-13N-13W		201204		 	11	  
	 026483
		PATTERSON #2H-31		NEWFIELD EXPLORATION MID CONT		PRODUCING WELL		OKLAHOMA		HUGHES		31-04N-11E		201204		 	(823	) 
	 012952
		PATTERSON 34-2		BEREXCO LLC		PRODUCING WELL		OKLAHOMA		CADDO		34-10N-12W		201204		 	(576	) 
	 006032
		PATTON #1-15		UNIT PETROLEUM COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		15-10N-12W		201204		 	5,366	  
	 022903
		PATTON A 1		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		PITTSBURG		24-3N-12E		201204		 	914	  
	 007571
		PATZKOWSKY #1		SAMSON RESOURCES COMPANY		SHUT DOWN OR T&A		OKLAHOMA		MAJOR		16-20N-11W		201204		 	5,516	  
	 007012
		PAYNE A #1-4		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		ROBERTS		SEC 4 BLK A-2 EL&RR SURVEY		201204		 	(1,886	) 
	 007891
		PAYNE T 1-2		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		STEPHENS		02-01-N-05W SE/4		201204		 	28	  
	 007894
		PAYNE T 2-2		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		STEPHENS		02-01N-05W SW/4		201204		 	1,788	  
	 006208
		PAYNE, CARL #2		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		2-14N-14W ALL		201204		 	7,207	  
	 030130
		PEARL #1A-TUBING		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		32-4N-14E		201204		 	13	  
	 011739
		PECK 1-20 BG2		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		20-12N-16W		201203		 	(35,202	) 
	 030116
		PENFIELD #1-30		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		30-4N-16E		201204		 	60,959	  
	 030648
		PENNINGTON #3-17		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		17-13N-25W		201204		 	16,690	  
	 022930
		PERKINS 1		CHESAPEAKE OPERATING, INC.		ORRI/RY		OKLAHOMA		BLAINE		7-14N-13W		201102		 	(23,169	) 
	 002495
		PERRYMAN #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		HASKELL		10-8N-19E		201204		 	38,335	  
	 031250
		PERRYMAN #1-23		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BECKHAM		23-12N-22W		201204		 	327	  
	 037520
		PERRYMAN #2-10		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		HASKELL		10-08N-19E		201204		 	(21	) 
	 033032
		PERRYMAN #3-25		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BECKHAM		25-12N-22W		201204		 	4,350	  
	 037671
		PERRYMAN #4-23		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BECKHAM		23-12N-22W		201204		 	5	  
	 033286
		PERRYMAN #4-25		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BECKHAM		25-12N-22W		201204		 	7,073	  
	 036918
		PERRYMAN #6-25		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BECKHAM		25-12N-22W		201204		 	1,798	  
	 037890
		PERRYMAN #7-25		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BECKHAM		25-12N-22W		201204		 	174	  
	 035303
		PERRYMAN, L F 2		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		21 18N 8W SW NW NE		201204		 	280	  
	 030321
		PETERSEN #1-8		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		7,8-13N-26W		201204		 	(4,953	) 
	 003719
		PETERSEN #8-2		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		7&8-13N-26W		201204		 	(10	) 
	 006204
		PETERSEN UNIT #1-17		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		17-13N-26W SEC		201204		 	31,692	  
	 031201
		PETERSON #1-34A		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		WASHITA		34-11N-19W		201204		 	(3,652	) 
	 032831
		PETERSON #2-34		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		WASHITA		34-11N-19W		201204		 	141	  
	 013024
		PEYTON #1-1		QEP ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		01-08N-17E		201202		 	(1,620	) 
	 011744
		PFEIFFER 1-10		CONOCOPHILLIPS COMPANY		ABANDONED WELL		WYOMING		FREMONT		10-38N-90W		201204		 	(4,033	) 
	 003787
		PHEBE #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		LE FLORE		4-9N-25E		201204		 	(11,351	) 
	 011745
		PHILLIPS 1-8 NP		SM ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		8-8N-16E		201203		 	507	  
	 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		201204		 	695	  
	 038606
		PIERCY #1-21		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BECKHAM		21-12N-21W		201203		 	58	  
	 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		201204		 	49,886	  
	 002523
		PITTSBURG #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		20-3N-14E		201204		 	12,072	  
	 002524
		PITTSBURG #2-20 (REDRILL)		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		20-3N-14E		201204		 	123,353	  
	 032103
		PLUMMER #2-26		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		HARPER		26-26N-26W		201204		 	6,058	  
	 035253
		PLUNKETT A-1 ALT		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		24 18N 9W SW SW NW		201204		 	(234	) 
	 025741
		POOLER #1-22		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		GRADY		22-5N-8W		201204		 	7,577	  
	 035332
		POPE #1		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		8 17N 9W NW NW NE		201204		 	5,584	  
	 034407
		POSTON A J A #3		WEXPRO COMPANY		SHUT DOWN OR T&A		WYOMING		SWEETWATER		22-16N-104W		201204		 	11,288	  
	 037019
		POTTER #2-20		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BECKHAM		20-12N-22W		201204		 	7,234	  
	 042937
		POTTER #4-11		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BECKHAM		11-11N-22W		201204		 	(370	) 
	 006188
		POTTER STATE #1-20		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BECKHAM		20-12N-22W		201204		 	145	  
	 006288
		POTTER, JC #1-1		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BECKHAM		1-11N-22W		201204		 	5,648	  
	 006748
		POTTER, JC 2-11		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BECKHAM		11-11N-22W		201204		 	4,162	  
	 039803
		POUNDS #3-17		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SECTION 17, BLK 1, I&GN SVY		201204		 	(9	) 
	 040531
		POUNDS #4-17		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SECTION 17, BLK 1, I&GN SVY		201204		 	304	  
	 006730
		POWELL 1-24		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		24-6N-13E		201204		 	22,012	  
	 022973
		PRATER #1-39		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 33 & 39 BLK M-1 H&GN SVY		201204		 	15,293	  
	 038550
		PRATER #2-10		QEP ENERGY COMPANY		PRODUCING WELL		TEXAS		HEMPHILL		SEC 10 BLK 4 AB&M RR CO SVY		201202		 	(197	) 
	 038824
		PRATER #6-10		QEP ENERGY COMPANY		PRODUCING WELL		TEXAS		HEMPHILL		SEC 10 BLK 4 AB&M RR CO SVY		201202		 	(1,130	) 
	 007501
		PRESTON #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		HARPER		21-26N-25W		201204		 	867	  
	 005037
		PRESTON #1-18		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		CUSTER		18-12N-20W		201204		 	(9,549	) 
	 034815
		PRETTY WOMAN #1-14H		CHESAPEAKE OPERATING, INC.		APO ONLY		OKLAHOMA		PITTSBURG		14-8N-15E		201204		 	(602	) 
	 036218
		PRETTY WOMAN #2-14H		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		PITTSBURG		14-8N-15E		201204		 	5,418	  
	 002564
		PRICE #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		ARKANSAS		FRANKLIN		36-8N-28W		201204		 	463	  
	 006693
		PUFFINBARGER #2-20		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		ROGER MILLS		20-13N-22W		201204		 	(6,212	) 
	 026522
		PULLIG #2-ALT		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		BIENVILLE		31-17N-05W		201204		 	10,986	  
	 006359
		PURVIS #1-2		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		2-12N-26W		201204		 	10,589	  
	 011766
		PURVIS 1-19		CARL E GUNGOLL EXPLORATION LLC		PRODUCING WELL		OKLAHOMA		ROGER MILLS		19-14N-23W C NE/4		201204		 	870	  
	 006556
		PURYEAR #1B		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 24 BLK M-1 H&GN SURVEY		201204		 	651	  
	 013581
		PURYEAR #28-4		LINN OPERATING INC		PRODUCING WELL		TEXAS		WHEELER		SEC 28 BLK A-3 H&GN SVY		201204		 	(2,573	) 
	 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		201203		 	(89	) 
	 004866
		QUINBY #1-25		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		HARPER		25-26N-21W		201204		 	(94	) 
	 011768
		QUINCY #1-34		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		34-39N-91W		201203		 	16,335	  
	 012511
		QUINCY #2-34		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		34-39N-91W		201203		 	52,693	  
	 038530
		QUINTON #1-2H		QEP ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		02-07N-18E		201202		 	2,403	  
	 006378
		QUIRING #1-34		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		34-12N-14W		201203		 	408	  
	 004333
		RADFORD #1-28		FOUNDATION ENERGY MGMT LLC		PRODUCING WELL		ARKANSAS		POPE		28-8N-18W		201202		 	(1,216	) 
	 002590
		RAMIREZ ET AL UNIT		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		HASKELL		36-8N-22E		201204		 	963	  









 Schedule 8.18 

Closing Date Gas Imbalances 
  


																			
	 WELLHEAD GAS IMBALANCES
		 		 		 		 		 		 	 
	 TOTAL
		12,108,313																
									
	 LEASE #
		 LEASE NAME
		 OPERATOR NAME
		 WELL STATUS
		 STATE
		 COUNTY
		 LEGAL DESCRIPTION
		 PRODUCTION

MONTH
		NET
IMBALANCE	 
	 043273
		RAMP #1412		FOREST OIL CORPORATION		PRODUCING WELL		TEXAS		HEMPHILL		SEC 12 BLK 41 H&TC SVY		201204		 	(220	) 
	 004746
		RANDEL #1		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		22-5N-16E		201204		 	(991	) 
	 037147
		RANDLE 33-7-10 #2 STH		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		10-33N-7W		201204		 	9,932	  
	 037148
		RANDLE 33-7-10 #4		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		10-33N-7W		201204		 	24,467	  
	 039005
		RANDLE 33-7-10 #5		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		10-33N-07W NWSW		201204		 	194	  
	 038071
		RANDLE 33-7-10 #6		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		10-33-07W		201204		 	1,401	  
	 039880
		RATTLER #1-10		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		STEPHENS		NE/4 10-01N-05W		201204		 	5,597	  
	 025720
		RAY #2-31		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		GARVIN		SW/4 NW/4 SEC 31 4N-3W		201204		 	(2,501	) 
	 025719
		RAY #3-31		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		GARVIN		SW/4 NE/4 SEC 31-4N-3W		201204		 	(2,015	) 
	 023002
		RAY 2-21		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		STEPHENS		21-2N-8W		201203		 	(4,287	) 
	 044805
		RAYMO #2-30H		CONTINENTAL RESOURCES, INC.		PRODUCING WELL		NORTH DAKOTA		DIVIDE		30 & 31-l61N-95W (BHL)		201204		 	(486	) 
	 004181
		READING #1		STEPHENS PRODUCTION CO.		PRODUCING WELL		OKLAHOMA		HASKELL		32-8N-21E		201204		 	(4,331	) 
	 033046
		RECTOR #1-20		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		20-10N-12W		201204		 	263	  
	 033687
		RED DESERT UNIT		KAISER-FRANCIS OIL COMPANY		ABANDONED WELL		WYOMING		SWEETWATER		VARIOUS		201201		 	(1,231	) 
	 006324
		RED ROCK RANCH #1-23		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		23-12N-22W		201204		 	(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		201204		 	157	  
	 012873
		REDMOON #7-29		CHESAPEAKE OPERATING, INC		PRODUCING WELL		OKLAHOMA		CUSTER		29-14N-20W		201204		 	1,388	  
	 011784
		REDMOON 1-29 BG0		CHESAPEAKE OPERATING, INC		PRODUCING WELL		OKLAHOMA		CUSTER		29-14N-20W		201204		 	1,052	  
	 025400
		REED #3-17		QEP ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		CUSTER		17-14N-15W		201202		 	76	  
	 004592
		REED #3-2		APACHE CORPORATION		SHUT DOWN OR T&A		TEXAS		WHEELER		SEC 2 BLK 1 B&B SVY		201204		 	4,478	  
	 003800
		REED #4-22		UNIT PETROLEUM COMPANY		PRODUCING WELL		OKLAHOMA		LE FLORE		22-7N-23E		201204		 	(90	) 
	 035059
		REED A-1		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		4-17N-9W NE SW NE		201204		 	(2,379	) 
	 035274
		REED A-3		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		4 17N-8W NW NE NE		201204		 	1,911	  
	 035288
		REED A-4		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		4 17N-8W NE NE SE		201204		 	604	  
	 035291
		REED A-5		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		4-17N-9W SE SE NW		201204		 	868	  
	 035311
		REED A-6 ALT		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		4-17N-9W NE SE NE		201203		 	(20	) 
	 035315
		REED A-7 ALT		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		4-17N-9W NW NW SE		201204		 	26	  
	 035057
		REED B-1		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		33-18N-9W NW SE SE		201204		 	(7	) 
	 035262
		REED B-2		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		33 18N-9W SW NE SE		201204		 	1,179	  
	 041040
		REED ROBERT A #1- HOSSTO		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		04-17N-09W		201204		 	(112	) 
	 003285
		REED UNIT #1-21		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		LE FLORE		21-7N-23E		201203		 	5,400	  
	 039690
		REED, OPAL #1-18		SM ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		18-10N-26W		201203		 	(105	) 
	 003284
		REED, ROY #2-21		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		LE FLORE		21-7N-23E		201203		 	944	  
	 008424
		REED, ROY #4-21		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		LE FLORE		21-7N-23E		201203		 	(8,485	) 
	 030672
		REED, ROY #5-21		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		LE FLORE		21-7N-23E		201203		 	3,998	  
	 033176
		REED, ROY #6-21		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		LE FLORE		21-7N-23E		201203		 	(1,835	) 
	 012817
		REEVES #1-31		JMA ENERGY COMPANY, LLC-ROYALT		PRODUCING WELL		OKLAHOMA		ROGER MILLS		31-12N-23W		201204		 	6,684	  
	 012831
		REEVES 36 #1		JMA ENERGY COMPANY, LLC-ROYALT		PRODUCING WELL		OKLAHOMA		ROGER MILLS		36-12N-24W		201204		 	(129	) 
	 036722
		REID #6-9		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		ROGER MILLS		09-13N-24W		201204		 	671	  
	 006993
		REIMAN #1-22		CHACO ENERGY CO.		PRODUCING WELL		OKLAHOMA		CUSTER		22-12N-15W		201204		 	144,435	  
	 006994
		REIMAN 22B		CHESAPEAKE OPERATING, INC.		APO ONLY		OKLAHOMA		CUSTER		22-12N-15W		201204		 	17,469	  
	 006653
		REINHARD #1-8		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CUSTER		8-12N-18W		201204		 	17,768	  
	 011791
		REYNOLDS HUSSEY 1-11		MARATHON OIL COMPANY		PRODUCING WELL		OKLAHOMA		STEPHENS		11-2N-5W		201204		 	4,477	  
	 004014
		RICH #2		SAMSON RESOURCES COMPANY		PRODUCING WELL		ARKANSAS		CRAWFORD		2,11-9N-30W		201204		 	12,125	  
	 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		201204		 	1,748	  
	 011797
		RICHARDSON T A #2 SD		SAMSON RESOURCES COMPANY		PRODUCING WELL		MISSISSIPPI		MONROE		1-16S-7E		201204		 	(12,323	) 
	 011800
		RICHARDSON T A #4 SD		SAMSON RESOURCES COMPANY		PRODUCING WELL		MISSISSIPPI		MONROE		7-16S-8E		201204		 	3,637	  
	 011801
		RICHARDSON T A #6 SD		SAMSON RESOURCES COMPANY		PRODUCING WELL		MISSISSIPPI		MONROE		18-16S-8E		201204		 	(660	) 
	 011808
		RICHARDSON T A 5		SAMSON RESOURCES COMPANY		PRODUCING WELL		MISSISSIPPI		MONROE		7-16S-8E		201204		 	4,156	  
	 011809
		RICHARDSON, T A 5-2		SAMSON RESOURCES COMPANY		SHUT DOWN OR T&A		MISSISSIPPI		MONROE		7-16S-8E		201201		 	1,697	  
	 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		201204		 	4,048	  
	 006273
		RICHMOND #1-7		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CUSTER		7-12N-20W CNE		201204		 	4,001	  
	 007000
		RIDGEWAY		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BEAVER		9-3N-26ECM		201204		 	8,647	  
	 039311
		RINGO #10-9		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		09-09N-19W		201204		 	(4,869	) 
	 033921
		RINGO #9-9		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		9-9N-19W		201204		 	(1,742	) 
	 007377
		RISLEY #2-7		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 7 BLK 1 I&GN RR CO SURVEY		201204		 	(6,206	) 
	 007378
		RISLEY #3-7		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 7 BLK 1 I&GN RR CO SURVEY		201204		 	1,474	  
	 007379
		RISLEY #4-7		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 7 BLK 1 I&GN RR CO SURVEY		201204		 	(12,921	) 
	 040198
		RITCHEY 1-2		NOBLE ENERGY INC		PRODUCING WELL		KANSAS		KEARNY		32-24S-35W		201202		 	19,807	  
	 013195
		ROARK #1-5		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		ROGER MILLS		05 12N-21W		201204		 	83	  
	 004230
		ROBBERS CAVE #1		UNIT PETROLEUM COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		18-6N-19E		201204		 	(197	) 
	 004479
		ROBBERS CAVE #2		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		18-6N-19E		201204		 	265	  
	 045873
		ROBBINS #1-28H		DEVON ENERGY PRODUCTION,		PRODUCING WELL		OKLAHOMA		DEWEY		28-17N-14W		201203		 	1,514	  
	 003936
		ROBERT #1-23		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		HARPER		23-26N-25W		201204		 	48	  
	 038107
		ROBERTS ET AL #3 ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		34-18N-09W		201204		 	1,019	  
	 035543
		ROBERTS ET AL 1 ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		34 18N 9W NE NW SW		201204		 	(815	) 
	 035562
		ROBERTS ET AL 2		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		35 18N 9W SW SW NW		201204		 	841	  
	 040510
		ROBERTSON #1-10		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		10-5N-9W		201204		 	5,719	  
	 040511
		ROBERTSON #2-10		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		10-5N-9W		201204		 	(7,659	) 
	 004337
		ROBERTSON UNIT #1		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		HASKELL		14-8N-21E		201203		 	98	  
	 003433
		ROBERTSON UNIT #2		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		HASKELL		14-8N-21E		201203		 	7,604	  
	 030785
		ROBINSON #1-18		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		18-9N-20W		201204		 	(2,413	) 
	 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		201204		 	(841	) 
	 031014
		ROBINSON TRUST #1-6		RANGE HOLDCO INC.		PRODUCING WELL		OKLAHOMA		WOODWARD		6-24N-18W		201204		 	(149	) 
	 040216
		ROBISON D-2		OXY USA, INC.		PRODUCING WELL		KANSAS		KEARNY		05-25S-36W		201203		 	8,089	  
	 040199
		RODERICK 1-2		NOBLE ENERGY INC		PRODUCING WELL		KANSAS		KEARNY		36-24S-36W		201202		 	19,289	  
	 005885
		ROGER #1-2		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		WASHITA		2-11N-16W		201203		 	(397	) 
	 006719
		ROGERS E. 1-259		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 259 BLK C G&MMB&A SURVEY		201204		 	72,460	  
	 030307
		ROGERS, KOLETA #1-14		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		GRADY		14-4N-8W		201204		 	30,795	  
	 002670
		ROGERS, PAUL P. #3		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		PANOLA		GEORGE WEEDIN SURVEY A-704		201204		 	(16,906	) 
	 005015
		ROHLA B UNIT		XTO ENERGY INC.		PRODUCING WELL		OKLAHOMA		MAJOR		24-20N-16W		201204		 	(16,487	) 
	 004112
		ROLF #1-9		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		HARPER		9-26N-24W		201204		 	1,359	  
	 006344
		ROLL 1-A7		UNIT PETROLEUM COMPANY		PRODUCING WELL		OKLAHOMA		CUSTER		7-13N-17W		201204		 	1,092	  
	 004155
		ROLLIN #1		KAISER-FRANCIS OIL COMPANY		PRODUCING WELL		OKLAHOMA		LE FLORE		25-8N-26E		201204		 	176	  
	 002677
		ROLLINGS #1-18		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		18-4N-15E		201203		 	7,628	  









 Schedule 8.18 

Closing Date Gas Imbalances 
  


																			
	WELLHEAD GAS IMBALANCES		 		 		 		 		 		 	 
	 TOTAL
		12,108,313																
									
	 LEASE #
		 LEASE NAME
		 OPERATOR NAME
		 WELL STATUS
		 STATE
		 COUNTY
		 LEGAL DESCRIPTION
		 PRODUCTION

MONTH
		NET
IMBALANCE	 
	 030118
		ROMINE #1-28		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		28-4N-14E		201204		 	49,600	  
	 030119
		ROMINE #2-28		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		28-4N-14E		201204		 	1,510	  
	 004339
		ROSE		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		HASKELL		12-7N-20E		201204		 	20,535	  
	 005241
		ROSE #1-36		MERIT ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		BEAVER		36-4N-24ECM		201203		 	226	  
	 002682
		ROSE #2-24 (WAPANUCKA)		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		HASKELL		24-7N-19E		201204		 	475	  
	 011838
		ROSE 1-12		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		MAJOR		12-22N-12W		201204		 	(1,508	) 
	 002684
		ROSS #1-6		KAISER-FRANCIS OIL COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		6-7N-l5E		201204		 	11,513	  
	 006424
		ROWLAN #1-35		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		WASHITA		35-11N-19W		201204		 	34,422	  
	 006789
		ROWLAN 1-3		SAMSON RESOURCES COMPANY		SHUT DOWN OR T&A		OKLAHOMA		WASHITA		3-11N-20W		201204		 	913	  
	 005078
		ROY #1		KAISER-FRANCIS OIL COMPANY		PRODUCING WELL		TEXAS		HEMPHILL		SEC 3 GH & H SVY		201204		 	(2,928	) 
	 041987
		RUBY LEE #1-1H		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		TEXAS		WHEELER		SEC 4 BLK 5 B&B SVY		201203		 	(1,059	) 
	 033237
		RUDMAN #10		TORCH E & P PROCESSING		PRODUCING WELL		TEXAS		PANOLA		SARAH ENGLISH SVY, A-189		201204		 	(6,416	) 
	 033229
		RUDMAN #2		TORCH E & P PROCESSING		PRODUCING WELL		TEXAS		PANOLA		SARAH ENGLISH SVY, A-189		201204		 	(3,522	) 
	 033230
		RUDMAN #3		TORCH E & P PROCESSING		PRODUCING WELL		TEXAS		PANOLA		SARAH ENGLISH SVY, A-189		201204		 	(6,016	) 
	 033231
		RUDMAN #4		TORCH E & P PROCESSING		PRODUCING WELL		TEXAS		PANOLA		SARAH ENGLISH SVY, A-189		201204		 	(5,790	) 
	 033232
		RUDMAN #5		TORCH E & P PROCESSING		PRODUCING WELL		TEXAS		PANOLA		THOMAS W. WALDEN SVY, A-698		201204		 	(3,123	) 
	 033233
		RUDMAN #6		TORCH E & P PROCESSING		PRODUCING WELL		TEXAS		PANOLA		SARAH ENGLISH SVY, A-189		201204		 	(3,998	) 
	 033234
		RUDMAN #7		TORCH E & P PROCESSING		PRODUCING WELL		TEXAS		PANOLA		SARAH ENGLISH SVY, A-189		201204		 	(4,708	) 
	 033235
		RUDMAN #8		TORCH E & P PROCESSING		PRODUCING WELL		TEXAS		PANOLA		SARAH ENGLISH SVY, A-264		201204		 	(4,981	) 
	 033236
		RUDMAN #9		TORCH E & P PROCESSING		PRODUCING WELL		TEXAS		PANOLA		SARAH ENGLISH SVY, A-189		201204		 	(5,256	) 
	 041810
		RUGER NORTH 36-32D		WESCO OPERATING INC.		PRODUCING WELL		WYOMING		SWEETWATER		32-15N-94W		201204		 	2,272	  
	 041811
		RUGER UNIT 24-32		WESCO OPERATING INC.		PRODUCING WELL		WYOMING		SWEETWATER		32-15N-94W		201203		 	(4,655	) 
	 004111
		RUMSEY #2-26		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		MAJOR		26-21N-16W		201204		 	58,794	  
	 026600
		RUTH ANN #1-14		SEDNA ENERGY INC.		PRODUCING WELL		OKLAHOMA		HASKELL		14-08N-20E		201203		 	1,901	  
	 037164
		S. UTE 33-9 #36-1		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		36-33N-9W		201204		 	3	  
	 040200
		SALYER 1-2		NOBLE ENERGY INC.		PRODUCING WELL		KANSAS		KEARNY		33-23S-37W		201202		 	34,008	  
	 004047
		SAMS #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		22-5N-17E		201204		 	(5,460	) 
	 036542
		SAND CREEK #1-11		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CADDO		SE/4 SEC 11-10N-13W		201204		 	2,341	  
	 004225
		SANDERS #1-17		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		CUSTER		17-12N-20W		201204		 	344	  
	 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		201204		 	(22,587	) 
	 010588
		SASSEEN #14-9		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		09-09N-19W		201204		 	978	  
	 006034
		SAUER #2-23		SAMSON RESOURCES COMPANY		SHUT DOWN OR T&A		OKLAHOMA		CUSTER		23-12N-15W		201204		 	19,057	  
	 040201
		SAUER 1-2		NOBLE ENERGY INC.		PRODUCING WELL		KANSAS		KEARNY		27-23S-37W		201202		 	(13	) 
	 040202
		SAUER B-2		NOBLE ENERGY INC.		PRODUCING WELL		KANSAS		KEARNY		15-23S-37W		201202		 	82,087	  
	 037587
		SAVAGE #11-1		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		01-14N-22W		201204		 	2,571	  
	 005952
		SAVAGE #3-1		CONOCOPHILLIPS COMPANY		SHUT DOWN OR T&A		OKLAHOMA		ROGER MILLS		1-14N-22W		201203		 	63	  
	 031206
		SCHAPANSKY #1-32		LINN OPERATING INC.		PRODUCING WELL		OKLAHOMA		CUSTER		32-13N-16W		201204		 	(6,655	) 
	 030880
		SCHARFF #1-1		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		01-05N-19E		201203		 	815	  
	 041651
		SCHARFF #3X		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		01-05N-19E		201203		 	9	  
	 041652
		SCHARFF #4		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		01-05N-19E		201203		 	148	  
	 041653
		SCHARFF #5		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		01-05N-19E		201203		 	209	  
	 041508
		SCHARFF #6		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		01-05N-19E		201203		 	(294	) 
	 040747
		SCHARFF #7		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		01-05N-19E		201203		 	54	  
	 042895
		SCHARFF #9 (LWR ATOKA/CEC		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		01-05N-19E		201203		 	3,767	  
	 003994
		SCHERER B #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		34-4N-15E		201204		 	21,215	  
	 034580
		SCHERER B #3		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		34-4N-l5E		201204		 	2,764	  
	 002725
		SCHMIDT #1		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		CADDO		15-5N-11W		201204		 	99,539	  
	 033389
		SCHOU #2-2		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		ROGER MILLS		02-12N-23W		201204		 	(85	) 
	 033294
		SCHOU #4-3		NEWFIELD EXPLORATION MID CONT		PRODUCING WELL		OKLAHOMA		ROGER MILLS		3-12N-23W		201204		 	2,348	  
	 023136
		SCHROCK #3		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CUSTER		9-14N-14W		201204		 	(6,975	) 
	 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		201204		 	(120	) 
	 033331
		SCHULTZ D #3-889		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		LIPSCOMB		SEC 889, BLK 43, H&TC SVY		201204		 	486	  
	 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		201202		 	—  	  
	 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		201204		 	8,906	  
	 003292
		SCHWEGMAN #1-33		BP AMERICA PRODUCTION COMPANY		ABANDONED WELL		OKLAHOMA		LATIMER		33-7N-19E		200905		 	(1,973	) 
	 006310
		SCHWEN #14-1		KAISER-FRANCIS OIL COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		14-5N-l1W		201204		 	(4,237	) 
	 003937
		SCOTT M #1		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		OKLAHOMA		PITTSBURG		31-4N-16E		201203		 	6,463	  
	 030121
		SCOTT M #2-31		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		OKLAHOMA		PITTSBURG		31-4N-16E		201203		 	(10,771	) 
	 011861
		SCOTT PAPER 1 SD		SAMSON RESOURCES COMPANY		SHUT DOWN OR T&A		MISSISSIPPI		MONROE		1-16S-7E		201108		 	(4,509	) 
	 011863
		SCOTT TURNER SD		SAMSON RESOURCES COMPANY		PRODUCING WELL		MISSISSIPPI		MONROE		1-16S-7E		201204		 	(109	) 
	 002752
		SCOTT, DON #1-29		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		OKLAHOMA		PITTSBURG		29-3N-14E		201203		 	262	  
	 005137
		SCOTT, DON #2-29 (CROMWEL		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		29-3N-14E		201204		 	(22	) 
	 005156
		SCOTT, DON #2-29 (WAPANUC		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		29-3N-14E		201204		 	29,451	  
	 002755
		SCOTT, JANE #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		ARKANSAS		LOGAN		18-8N-25W		201204		 	393	  
	 004830
		SCOTI, LEE #3-31		ELAND ENERGY, INC.		PRODUCING WELL		OKLAHOMA		PITTSBURG		31-3N-14E		201203		 	(6,211	) 
	 042874
		SEA HORSE #1-5		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		DEWEY		05-16N-18W		201204		 	8,006	  
	 035117
		SEAMSTER HEIRS 1 ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		35 18N 9W SE NE NW		201204		 	7,082	  
	 030045
		SEAY, W.H. #31-1		SAMSON RESOURCES COMPANY		ABANDONED WELL		ALABAMA		LAMAR		31-16S-15W		200705		 	291	  
	 045866
		SEGER USA #1-9H		CHESAPEAKE OPERATING, INC		PRODUCING WELL		OKLAHOMA		WASHITA		09-11N-16W		201203		 	21,434	  
	 011869
		SELF 11-1 SD		SAMSON RESOURCES COMPANY		PRODUCING WELL		MISSISSIPPI		MONROE		11-16S-19W		201204		 	3,031	  
	 011873
		SELF 11-2 SD		SAMSON RESOURCES COMPANY		PRODUCING WELL		MISSISSIPPI		MONROE		11-16S-19W		201204		 	951	  
	 011878
		SELF 12-1 SD		SAMSON RESOURCES COMPANY		PRODUCING WELL		MISSISSIPPI		MONROE		12-l6S-19W		201204		 	3,424	  
	 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		201203		 	38	  
	 045923
		SGT. PEPPER GU #1H-R		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		NACOGDOCHES		JOSE ANTONIO CHIRINO SVY,A-17		201204		 	(17,540	) 
	 036421
		SHARUM #1A-30		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		BECKHAM		SEC 19,20,29&30-10N-24W		201204		 	(7,241	) 
	 039103
		SHAW #3-16		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		16-12N-24W		201204		 	2,217	  
	 040203
		SHELL 1-2		NOBLE ENERGY INC		PRODUCING WELL		KANSAS		KEARNY		26-24S-37W		201202		 	1,823	  
	 038391
		SHELTON #1-29		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		29-10N-20W		201204		 	336	  
	 013012
		SHELTON #3-7		QEP ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		HASKELL		07-08N-18E		201202		 	1,752	  
	 030322
		SHELTON STATE #1-12		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		12-13N-22W		201204		 	5,864	  
	 006278
		SHOCKEY #1-25		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		GRADY		25-8N-6W CNE		201204		 	108	  
	 033614
		SHOCKEY #4-25		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		GRADY		25-8N-6W		201204		 	716	  
	 006786
		SHOCKEY 2-25		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		GRADY		25-8N-6W		201204		 	10,529	  
	 033256
		SHOCKEY 3-25		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		GRADY		25-8N-6W		201204		 	1,895	  









 Schedule 8.18 

Closing Date Gas Imbalances 
  


																			
	 WELLHEAD GAS IMBALANCES
		 		 		 		 		 		 	 
	 TOTAL
		12,108,313																
									
	 LEASE #
		 LEASE NAME
		 OPERATOR NAME
		 WELL STATUS
		 STATE
		 COUNTY
		 LEGAL DESCRIPTION
		 PRODUCTION

MONTH
		NET
IMBALANCE	 
	 007502
		SHUMAN A-1		SHERIDAN PRODUCTION CO LLC		PRODUCING WELL		OKLAHOMA		HARPER		21-26N-25W		201204		 	200	  
	 033154
		SIBERIA RIDGE #11-26		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		WYOMING		SWEETWATER		26-22N-94W		201203		 	57	  
	 033152
		SIBERIA RIDGE #2-26		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		WYOMING		SWEETWATER		26-22N-94W		201203		 	(221	) 
	 033149
		SIBERIA RIDGE #3-24A		SAMSON RESOURCES COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		24-22N-94W		201204		 	1,619	  
	 033145
		SIBERIA RIDGE #4-22		SAMSON RESOURCES COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		22-22N-94W		201204		 	5,114	  
	 033153
		SIBERIA RIDGE #9-26		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		WYOMING		SWEETWATER		26-22N-94W		201203		 	(337	) 
	 036153
		SIBERIA RIDGE FED #8-22		SAMSON RESOURCES COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		22-22N-94W		201204		 	11,525	  
	 036963
		SIBERIA RIDGE FED #9-22N		SAMSON RESOURCES COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		22-22N-94W		201204		 	334	  
	 037717
		SIBERIA RIDGE FEDERAL #11		SAMSON RESOURCES COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		22-22N-94W		201204		 	4,051	  
	 033151
		SIBERIA RIDGE FEDERAL #5-		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		WYOMING		SWEETWATER		26-22N-94W		201203		 	(865	) 
	 036205
		SIBERIA RIDGE S FED #6-34		SAMSON RESOURCES COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		34-21N-94W		201204		 	6,318	  
	 002812
		SILVER BULLETT #1-11		WHITMAR OPERATING COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		11-4N-17E		201202		 	(63	) 
	 043107
		SILVERS TRUST #1-8		SM ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		08-06N-11W		201203		 	322	  
	 006559
		SIMMERMAN #1-16 (SIDETR		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		201204		 	110,404	  
	 006189
		SIMMONS #1-A		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		ROGER MILLS		17-12N-22W		201204		 	(8,160	) 
	 005126
		SIMMONS #2-29		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		29-12N-22W		201204		 	90,755	  
	 006722
		SIMMONS 2-31		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BECKHAM		31-12N-22W		201204		 	176	  
	 006709
		SIMMONS, JR 1-36		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		36-12N-23W		201204		 	1,829	  
	 035050
		SIMS 1 (KELLEY)		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		3-17N 9W SE NW NE		201204		 	852	  
	 035090
		SIMS 2 ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		3-17N 9W SE NE SW		201204		 	17,435	  
	 040204
		SINGLETON 1-2		NOBLE ENERGY INC		PRODUCING WELL		KANSAS		KEARNY		30-24S-35W		201202		 	4,698	  
	 003558
		SISCO #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		3l-3N-14E		201204		 	39,503	  
	 008761
		SIX MILE CREEK #1-6		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CANADIAN		6-11N-7W         SE/4		201204		 	3,330	  
	 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		201204		 	2,406	  
	 004372
		SLAUGHTER #1-2		MARATHON OIL COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		1-4N-16E		201204		 	(9,195	) 
	 030853
		SLAUGHTER #3		MARATHON OIL COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		1-4N-16E		201204		 	1,661	  
	 030974
		SLAUGHTER #5		MARATHON OIL COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		1-4N-16E		201204		 	(1,545	) 
	 044979
		SLAUGHTER 6-15-15 H-l		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		LOUISIANA		CADDO		06-15N-15W		201203		 	(5,408	) 
	 003882
		SMALLWOOD #1-10		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		10-4N-16E		201203		 	1,625	  
	 003959
		SMALLWOOD #2-10		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		10-4N-16E		201203		 	17,071	  
	 030960
		SMALLWOOD #4A		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		10-4N-16E		201203		 	(60	) 
	 033618
		SMALLWOOD #5-10		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		10-4N-16E		201203		 	(25	) 
	 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		201204		 	(82	) 
	 032102
		SMILEY #2-18(INOLA/MANNG/		XTO ENERGY INC.		PRODUCING WELL		OKLAHOMA		MAJOR		18-21N-13W		201204		 	263	  
	 002827
		SMITH #1		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		5-13N-24W		201204		 	122,213	  
	 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		201204		 	7,335	  
	 026475
		SMITH #1H-28		NEWFIELD EXPLORATION MID CONT		PRODUCING WELL		OKLAHOMA		HUGHES		28-04N-11E		201204		 	(48	) 
	 012850
		SMITH #3-30		ZENERGY, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		NE NW SEC 30-14N-20W		201204		 	896	  
	 036183
		SMITH #3-5		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		ROGER MILLS		5-13N-24W		201204		 	(64	) 
	 033028
		SMITH #3-6		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CANADIAN		6-11N-7W		201204		 	3,694	  
	 012851
		SMITH #4-30		ZENERGY, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		SW SW SEC 30-14N-20W		201204		 	868	  
	 036779
		SMITH #4-5		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		ROGER MILLS		05-13N-24W		201204		 	2,364	  
	 033355
		SMITH #4-6		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CANADIAN		6-11N-7W		201204		 	3,174	  
	 039500
		SMITH #6-5		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		05-13N-24W		201204		 	(6,566	) 
	 012839
		SMITH B #3-21		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		CUSTER		21-14N-20W		201204		 	(163	) 
	 035237
		SMITH G-l (SONAT)		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		18 8N 8W NE SE SW		201203		 	53	  
	 007592
		SMITH MARY O #1		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		TEXAS		HANSFORD		SEC 16 BLK 2 SA&MG RR CO SURVE		201204		 	(5,932	) 
	 023254
		SMITH THOMAS		APACHE CORPORATION		SHUT DOWN OR T&A		OKLAHOMA		GRADY		23-7N-7W		201204		 	(21,505	) 
	 007665
		SMITH UNIT #2-23		QEP ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		BLAINE		23-19N-12W		201202		 	679	  
	 036890
		SMITH, EFFIE B #5 ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		08-17N-09W		201204		 	9,933	  
	 036891
		SMITH, EFFIE B #6 ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		08-17N-09W		201204		 	2,201	  
	 039039
		SMITH, EFFIE B #7 ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		08-17N-09W		201204		 	2,392	  
	 035069
		SMITH, EFFIE B-1		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		8 17N 9W SW NE NE		201204		 	14,785	  
	 035252
		SMITH, EFFIE B-2		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		817N 9W NE NE NE		201204		 	12,155	  
	 035206
		SMITH, EFFIE B-3		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		8 17N 9W SE SE SE		201204		 	1,700	  
	 036110
		SMITH, EFFIE B-4 ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		8-17N-9W		201204		 	9,835	  
	 006393
		SMITH, J JOE #1-16		SM ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		CUSTER		16-12N-17W		201203		 	(2,599	) 
	 035300
		SMITH, P V A-1		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		26 18N 9W SW NE NW		201204		 	(580	) 
	 002839
		SMITH, ROSE		LATIGO OIL & GAS INC.		PRODUCING WELL		OKLAHOMA		BEAVER		33-5N-26ECM		201204		 	592	  
	 003290
		SNOW #1-3		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		HASKELL		3-7N-19E		201204		 	28,862	  
	 037182
		SO. UTE 32-8 #3-4 âDKã		SOUTHERN UTE INDIAN TRIBE		PRODUCING WELL		COLORADO		LA PLATA		03-32N-8W		201112		 	(4,856	) 
	 037183
		SO. UTE 32-8 #5-7 âDKã		SOUTHERN UTE INDIAN TRIBE		PRODUCING WELL		COLORADO		LA PLATA		05-32N-8W		201203		 	(4,488	) 
	 030652
		SONIAT #1-6		KAISER-FRANCIS OIL COMPANY		PRODUCING WELL		LOUISIANA		CADDO		6-16N-16W		201203		 	26	  
	 040090
		SONNY #2-17		SM ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		17-10N-26W		201203		 	(95	) 
	 042098
		SONNY #3-17		SM ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		17-10N-26W		201203		 	137	  
	 006997
		SOONER #1-35		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		BECKHAM		35-10N-26W		201204		 	1,972	  
	 004478
		SOONER #1-19		WARD PETROLEUM CORP		PRODUCING WELL		OKLAHOMA		BLAINE		19-13N-12W		201204		 	7,670	  
	 005835
		SORRELS C #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		17-3N-13E		201204		 	(1,540	) 
	 006154
		SOUTH #1-8		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		DEWEY		8-16N-20W		201204		 	(123	) 
	 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		201204		 	(2,328	) 
	 034410
		SOUTH BAXTER UNIT #17		WEXPRO COMPANY		SHUT DOWN OR T&A		WYOMING		SWEETWATER		3-16N-104W		201204		 	(59,594	) 
	 034411
		SOUTH BAXTER UNIT #19		WEXPRO COMPANY		SHUT DOWN OR T&A		WYOMING		SWEETWATER		9-16N-104W		201204		 	(3,503	) 
	 034412
		SOUTH BAXTER UNIT #2		WEXPRO COMPANY		SHUT DOWN OR T&A		WYOMING		SWEETWATER		29-16N-104W		201204		 	1,988	  
	 034413
		SOUTH BAXTER UNIT #21		WEXPRO COMPANY		SHUT DOWN OR T&A		WYOMING		SWEETWATER		15-16N-104W		201204		 	2,963	  
	 034562
		SOUTH BAXTER UNIT #22		WEXPRO COMPANY		SHUT DOWN OR T&A		WYOMING		SWEETWATER		SEC 5 & 6-15N-104W		201204		 	(18,977	) 
	 035012
		SOUTH BAXTER UNIT #24		WEXPRO COMPANY		SHUT DOWN OR T&A		WYOMING		SWEETWATER		5-15N-104W		201204		 	(11,183	) 
	 036185
		SOUTH BAXTER UNIT #26		WEXPRO COMPANY		SHUT DOWN OR T&A		WYOMING		SWEETWATER		NW NE SEC 33-16N-104W		201204		 	66,384	  
	 034414
		SOUTH BAXTER UNIT #6		WEXPRO COMPANY		SHUT DOWN OR T&A		WYOMING		SWEETWATER		10-16N-104W		201204		 	6,895	  
	 034415
		SOUTH BAXTER UNIT #8		WEXPRO COMPANY		SHUT DOWN OR T&A		WYOMING		SWEETWATER		10-16N-104W		201204		 	(16,014	) 
	 034397
		SOUTH BAXTER UNIT 1SR		WEXPRO COMPANY		SHUT DOWN OR T&A		WYOMING		SWEETWATER		21-16N-104W		201204		 	(3,849	) 
	 037185
		SOUTHERN UTE #15-16 (MV)		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		16-32N-7W		201204		 	(1,154	) 
	 037187
		SOUTHERN UTE #2 (MV)		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		16-32N-7W		201204		 	(12,762	) 
	 037189
		SOUTHERN UTE #3 (MV)		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		15-32N-7W (S/2)		201204		 	19,793	  
	 037192
		SOUTHERN UTE #6 (MV)		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		16-32N-7W		201204		 	3,375	  
	 037193
		SOUTHERN UTE #7 (MV)		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		21-32N-7W		201204		 	(27,757	) 









 Schedule 8.18 

Closing Date Gas Imbalances 
  


																			
	 WELLHEAD GAS IMBALANCES
		 		 		 		 		 		 	 
	 TOTAL
		12,108,313																
									
	 LEASE #
		 LEASE NAME
		 OPERATOR NAME
		 WELL STATUS
		 STATE
		 COUNTY
		 LEGAL DESCRIPTION
		 PRODUCTION

MONTH
		NET
IMBALANCE	 
	 037194
		SOUTHERN UTE #701		CONOCOPHILLIPS COMPANY		PRODUCING WELL		COLORADO		LA PLATA		14-32N-7W		201204		 	25,248	  
	 037195
		SOUTHERN UTE #702		CONOCOPHILLIPS COMPANY		PRODUCING WELL		COLORADO		LA PLATA		15-32N-7W		201204		 	7,648	  
	 037196
		SOUTHERN UTE #8		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		21-32N-7W		201204		 	(5,247	) 
	 044304
		SOUTHERN UTE #8E (FC)		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		21-32N-07W		201204		 	8,327	  
	 037198
		SOUTHERN UTE 11 (MV)		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		20-32N-7W		201204		 	(23,716	) 
	 037200
		SOUTHERN UTE 16-15 (MV)		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		15-32N-7W (S/2)		201203		 	(4,810	) 
	 037203
		SOUTHERN UTE 2E (MV)		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		16-32N-7W		201204		 	(18,257	) 
	 039807
		SOUTHERN UTE 32-7-10 #7		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		10-32N-07W		201204		 	(2,340	) 
	 039783
		SOUTHERN UTE 33-9 #20-2		CONOCOPHILLIPS COMPANY		PRODUCING WELL		COLORADO		LA PLATA		20-33N-09W		201204		 	1,015	  
	 039784
		SOUTHERN UTE 33-9 #20-4		CONOCOPHILLIPS COMPANY		PRODUCING WELL		COLORADO		LA PLATA		20-33N-09W		201204		 	908	  
	 037214
		SOUTHERN UTE GOVT #1 âDKã		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		26-33N-9W		201204		 	956	  
	 038722
		SPARKS #3-11		WHITMAR EXPLORATION COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		11-04N-17E		201202		 	325	  
	 037687
		SPARKY #1-9		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		09-09N-21W		201204		 	42	  
	 030372
		SPEAR #1		DNU-HUNT PETROLEUM CORPORATION		SHUT DOWN OR T&A		TEXAS		GREGG		JAMES F DIXON SVY A-57		200605		 	16,884	  
	 011921
		SPEAR #1-5		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		5-38N-89W		201203		 	2,176	  
	 005338
		SPEAR #3-18		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CANADIAN		18-13N-9W		201204		 	46,506	  
	 039326
		SPRADLIN FARMS #8A-20		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		20-10N-20W		201204		 	(1,153	) 
	 012503
		SPRATT #1-4		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		4-38N-90W		201203		 	77,417	  
	 012706
		SPRATT #2-3		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		3-38N-90W		201203		 	6,827	  
	 012508
		SPRATT #2-4		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		4-38N-90W		201203		 	(186,579	) 
	 034633
		SPROWLS #1-32		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		ROGER MILLS		32-13N-22W		201204		 	121	  
	 005428
		SPROWLS #2-5		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		ROGER MILLS		5-12N-23W		201204		 	(4,036	) 
	 008631
		SPURGEON 1-34		JEC OPERATING, LLC		PRODUCING WELL		OKLAHOMA		BEAVER		34-6N-27ECM		201204		 	9,436	  
	 006187
		SPURLIN UNIT #1-23		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		23-14N-26W		201204		 	1,909	  
	 036257
		STALEY 1-29		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		BECKHAM		29-10N-24W		201204		 	13	  
	 006039
		STALEY-HOWERTON #1-8		SAMSON RESOURCES COMPANY		SHUT DOWN OR T&A		OKLAHOMA		CADDO		8-10N-12W		201202		 	50,093	  
	 003686
		STANDIFORD #1-17		KAISER-FRANCIS OIL COMPANY		PRODUCING WELL		OKLAHOMA		LE FLORE		17-9N-26E		201204		 	4,558	  
	 005639
		STANDRIDGE #2		SEECO, INC.		PRODUCING WELL		ARKANSAS		FRANKLIN		18,19,30-10N-26W		201204		 	450	  
	 006047
		STANGL #2-23		LINN OPERATING INC.		PRODUCING WELL		OKLAHOMA		KINGFISHER		23-15N-9W		201204		 	7,463	  
	 034675
		STANGL #3-23		LINN OPERATING INC.		PRODUCING WELL		OKLAHOMA		KINGFISHER		23-15N-9W		201204		 	237	  
	 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		201204		 	(11,574	) 
	 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		201204		 	1,691	  
	 007873
		STATE 1A-10		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		ROGER MILLS		10-13N-24W		201204		 	(3,617	) 
	 006734
		STATE 2-11		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ELLIS		11-18N-26W		201204		 	14	  
	 034205
		STATE 3-32		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		32-13N-22W		201204		 	280	  
	 034416
		STATE LAND #1 (10-17-104)		WEXPRO COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		10-17N-104W		201203		 	36,347	  
	 002888
		STATE OF OKLAHOMA #2-16		WAGNER & BROWN LTD.		ABANDONED WELL		OKLAHOMA		ROGER MILLS		16-14N-26W		201204		 	(492	) 
	 006210
		STEARNS #2		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CUSTER		11-14N-14W ALL		201204		 	(61,570	) 
	 006209
		STEARNS #3		SAMSON RESOURCES COMPANY		SHUT DOWN OR T&A		OKLAHOMA		CUSTER		11-14N-14W ALL		201106		 	(8,663	) 
	 030053
		STEELE #36-10 #1-A		SAMSON RESOURCES COMPANY		SOLD OR LOST LEASE		MISSISSIPPI		CLAY		36-15S-4E		201201		 	—  	  
	 006566
		STEELE-YOUNG #2-2		SAMSON LONE STAR, LLC.		PRODUCING WELL		TEXAS		HEMPHILL		SEC 2 B&B SURVEY		201204		 	1,093	  
	 003623
		STEGMAIER #1-34		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		WOODWARD		34-20N-21W		201204		 	(17,287	) 
	 032975
		STEGMAIER #2-34		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ELLIS		34-20N-21W		201204		 	2,404	  
	 045141
		STEIN #1-3H		LINN OPERATING INC.		PRODUCING WELL		TEXAS		WHEELER		SEC 1 C&M SVY, A-412		201204		 	5,281	  
	 034767
		STEINER #2-19		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		OKLAHOMA		CUSTER		19-13N-14W		201203		 	(170	) 
	 011978
		STEINLE RANCH UN TE		MATRIX PRODUCTION COMPANY		PRODUCING WELL		WYOMING		CONVERSE		31-39N-69W		201203		 	1,207	  
	 005811
		STEPHENS #1-26		SM ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		26-11N-19W		201203		 	(19,435	) 
	 005812
		STEPHENS #2-26		SM ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		26-11N-19W		201203		 	(6,479	) 
	 031182
		STEVENS #1-11		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CARTER		11-3S-1E		201203		 	(46	) 
	 006370
		STEVENS #1-7		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		7-10N-12W		201204		 	(218	) 
	 037818
		STEVENS #4-26		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		26-04N-15E		201204		 	802	  
	 038714
		STEVENS #5-26		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		26-04N-15E		201204		 	2	  
	 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		201204		 	19,026	  
	 004666
		STEWART #1-34		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		WOODS		34-24N-13W		201204		 	6,696	  
	 035266
		STEWART 10-1 ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		10 17N 9W SW SW NW		201204		 	63,384	  
	 035620
		STEWART 35 #2		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		35 18N 9W SE SE NW		201204		 	14,848	  
	 037638
		STEWART 35 #3-ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		35-18N-09W		201204		 	2,255	  
	 035293
		STEWART 35-1		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		35 18N 9W NW SW NW		201204		 	6,253	  
	 036878
		STEWART 9 #1 ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		09-17N-09W		201204		 	2,809	  
	 007897
		STIDHAM RANCH 2-18		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		DEWEY		18-17N-16W		201204		 	4,011	  
	 041633
		STILES 68 #11-68		APACHE CORPORATION		PRODUCING WELL		TEXAS		WHEELER		SEC 68 BLK A-7 H&GN SVY		201204		 	(18	) 
	 040097
		STILES 68 #12-68		APACHE CORPORATION		PRODUCING WELL		TEXAS		WHEELER		SEC 68 BLK A-7 H&GN SVY		201204		 	—  	  
	 041066
		STILES 68 #13-68		APACHE CORPORATION		PRODUCING WELL		TEXAS		WHEELER		SEC 68 BLK A-7 H&GN SVY		201204		 	64	  
	 042419
		STILES 68 #15-68		APACHE CORPORATION		PRODUCING WELL		TEXAS		WHEELER		SEC 68 BLK A-7 H&GN SVY		201204		 	2,082	  
	 034990
		STILES 68 #1-68		APACHE CORPORATION		SHUT DOWN OR T&A		TEXAS		WHEELER		SEC 68, BLK A-7, H&GN		201204		 	167	  
	 036343
		STILES 68 #3-68 (APACHE)		APACHE CORPORATION		PRODUCING WELL		TEXAS		WHEELER		SEC 68 BLK A-7 H&GN SVY		201202		 	924	  
	 037304
		STILES 68 #4-68		APACHE CORPORATION		PRODUCING WELL		TEXAS		WHEELER		SEC 68 BLK A-7 H&GN SVY		201204		 	(222	) 
	 005886
		STILES 68 #8-68		APACHE CORPORATION		PRODUCING WELL		TEXAS		WHEELER		SEC 68 BLK A-7 H&GN SURVEY		201204		 	795	  
	 036272
		STILES 68 #9-68		APACHE CORPORATION		PRODUCING WELL		TEXAS		WHEELER		SEC 68 BLK A-7 H&GN SVY		201204		 	114	  
	 044538
		STILES 68 SL #16-68H		APACHE CORPORATION		PRODUCING WELL		TEXAS		WHEELER		SEC 68 BLK A-7 H&GN SVY		201204		 	27,035	  
	 044539
		STILES 68 SL #18-68H		APACHE CORPORATION		PRODUCING WELL		TEXAS		WHEELER		SEC 68 BLK A-7 H&GN SVY		201204		 	279	  
	 007062
		STINSON M A #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		HARPER		2-27N-25W		201204		 	55,776	  
	 033647
		STONE #1-13		LR ENERGY INC.		PRODUCING WELL		OKLAHOMA		HASKELL		13-7N-19E		201203		 	67	  
	 040144
		STONE-l 2		NOBLE ENERGY INC.		PRODUCING WELL		KANSAS		FINNEY		09-245-34W		201202		 	94	  
	 006155
		STOUT #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		DEWEY		4-16N-20W NE/4		201204		 	34,019	  
	 006433
		STOUT #2-4		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		DEWEY		4-16N-20W SW/4		201204		 	22,572	  
	 004957
		STOWE #1-9		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		CADDO		9-6N-9W		201204		 	(21,476	) 
	 034577
		STOWE #2-9		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		CADDO		9-6N-9W		201204		 	210	  
	 030125
		STRANGE #1-29		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		OKLAHOMA		PITTSBURG		29-4N-16E		201203		 	13,051	  
	 006621
		STRATTON FARMS #1-5		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CUSTER		5-12N-18W		201204		 	737	  
	 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		201204		 	1,976	  
	 006626
		STRECKER #1		BARBOUR ENERGY CORP.		PRODUCING WELL		OKLAHOMA		MAJOR		18-20N-15W		201202		 	1,683	  
	 004117
		STREET UNIT #1		SHERIDAN PRODUCTION CO LLC		PRODUCING WELL		OKLAHOMA		HARPER		18-27N-24W		201204		 	(4,175	) 
	 044653
		STRID #1-26H		CONTINENTAL RESOURCES, INC.		PRODUCING WELL		NORTH DAKOTA		WILLIAMS		SEC 26 & 35-159N-95W		201204		 	9,134	  









 Schedule 8.18 

Closing Date Gas Imbalances 
  


																			
	 WELLHEAD GAS IMBALANCES
		 		 		 		 		 		 	 
	 TOTAL
		12,108,313																
									
	 LEASE #
		 LEASE NAME
		 OPERATOR NAME
		 WELL STATUS
		 STATE
		 COUNTY
		 LEGAL DESCRIPTION
		 PRODUCTION
MONTH
		NET
IMBALANCE	 
	 002921
		STROEHMER		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		17-3N-14E		201204		 	12,490	  
	 030953
		STURGEON #2		CORY, KENNETH W.		PRODUCING WELL		OKLAHOMA		HARPER		2-26N-25W		201204		 	(409	) 
	 032104
		STURGEON #3-2		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		HARPER		2-26N-25W		201204		 	1,607	  
	 004960
		STURGEON, W.M. #1-2		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		HARPER		2-26N-25W		201204		 	13,570	  
	 006999
		SUDERMAN #1-15		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		WASHITA		15-11N-15W		201204		 	(329	) 
	 008590
		SULLIVAN #1-10		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		CADDO		10-6N-9W		201203		 	(35,103	) 
	 002929
		SULLIVAN #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		28-3N-14E		201204		 	(893	) 
	 039265
		SUMMER #1-31		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		31-14N-24W		201204		 	360	  
	 026683
		SUMMERS #7H-27		NEWFIELD EXPLORATION MID CONT		PRODUCING WELL		OKLAHOMA		HUGHES		27-04N-11E		201204		 	(4,694	) 
	 030455
		SUMPTER # 1-10		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 10, BLK Z-l H & W SVY		201204		 	21,273	  
	 030730
		SUMPTER #2-10		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC. 10, BLK Z-1, H&W SVY		201204		 	1,973	  
	 031623
		SUMPTER #3-10		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC. 10, BLK Z-1, H&W SVY		201204		 	530	  
	 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		201204		 	11,176	  
	 006130
		SUTHERLAND #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BEAVER		31-6N-27 ECM ALL		201204		 	6,249	  
	 004526
		SUTHERLAND #2-28		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BEAVER		28-6N-27 ECM		201204		 	4,511	  
	 007566
		SUTTER #1		BLAKE PRODUCTION CO. INC.		APO ONLY		OKLAHOMA		MAJOR		30-22N-13W		200306		 	—  	  
	 012225
		SUTTER #2-19		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		ELLIS		19-22N-23W		201203		 	(102	) 
	 030563
		SUTTER UNIT C #2-4		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		ELLIS		04-22N-23W		201203		 	2,408	  
	 037216
		SUTTON #1 ãMVã		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		32-34N-9W		201204		 	394	  
	 030612
		SUTTON #1-17		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		17-10N-26W		201204		 	1,617	  
	 037523
		SUTTON #3-17		SM ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		17-10N-26W		201203		 	(841	) 
	 037217
		SUTTON 1A ãMVã		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		32-34N-9W		201204		 	(834	) 
	 037218
		SUTTON 2 ãMVã		SAMSON RESOURCES COMPANY		PRODUCING WELL		COLORADO		LA PLATA		33-34N-9W		201204		 	(17,806	) 
	 030444
		SWAN SOUTH FEDERAL A2		SAMSON RESOURCES COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		SEC 8-T23N-R110W		201204		 	(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		201203		 	618	  
	 034618
		SWITZER #1-5		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		ROGER MILLS		5-13N-21W		201204		 	20,945	  
	 023406
		SWITZER B 2		CHESAPEAKE OPERATING, INC.		SHUT DOWN OR T&A		OKLAHOMA		BLAINE		18-14N-13W		201204		 	(213	) 
	 025082
		SWITZER, BEULAH #3-18		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		BLAINE		18-14N-13W		201204		 	584	  
	 025203
		SWITZER, BEULAH #4-18		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		BLAINE		18-14N-13W		201204		 	1,818	  
	 008934
		SYBIL #3-9		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		9-9N-19W		201204		 	1,841	  
	 011995
		SYLVESTER 1-21		NOBLE ENERGY INC		PRODUCING WELL		OKLAHOMA		CADDO		21-11N-13W		201204		 	(l56	) 
	 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		201204		 	(240	) 
	 005353
		TALL BEAR #1-18		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		WASHITA		18-11N-14W		201204		 	13,459	  
	 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		201202		 	22,667	  
	 040206
		TATE 2-2		NOBLE ENERGY INC		PRODUCING WELL		KANSAS		KEARNY		l5-25S-35W		201202		 	(365	) 
	 040207
		TATE 4-2		NOBLE ENERGY INC		PRODUCING WELL		KANSAS		KEARNY		11-26S-36W		201202		 	(131	) 
	 040208
		TATE 5-2		NOBLE ENERGY INC		PRODUCING WELL		KANSAS		KEARNY		12-26S-36W		201202		 	2,856	  
	 040209
		TATE 6-2		NOBLE ENERGY INC		PRODUCING WELL		KANSAS		KEARNY		18-26S-35W		201202		 	10,218	  
	 006632
		TAYLOR #1-22		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		ROGER MILLS		22-12N-23W		201204		 	168,851	  
	 030083
		TAYLOR #15-A		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CADDO		15-6N-9W		201204		 	14,093	  
	 032116
		TAYLOR #2-15		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		CADDO		15-6N-9W		201204		 	851	  
	 006896
		TAYLOR #2-22		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		ROGER MILLS		22-l2N-23W		201204		 	56,274	  
	 031233
		TAYLOR #3-1		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		ROGER MILLS		1-12N-23W		201204		 	76	  
	 006676
		TAYLOR ESTATE #1-27		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		ROGER MILLS		27-12N-23W		201204		 	2,530	  
	 040142
		TAYLOR GAS UNIT 2		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		KANSAS		FINNEY		12-24S-34W		201203		 	16,187	  
	 005733
		TAYLOR, J. #1-2		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		ROGER MILLS		2-12N-23W		201204		 	267	  
	 004351
		TEAGUE #1		FOUNDATION ENERGY MGMT LLC		PRODUCING WELL		ARKANSAS		POPE		21-8N-18W		201202		 	3,945	  
	 004904
		TERRY #1-32		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		32-12N-22W		201204		 	5,583	  
	 003855
		TEX #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		14-4N-16E		201204		 	12,639	  
	 040545
		TEXANA GU #1		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		RUSK		MARIA F. HUEJAS SVY, A-14		201204		 	392	  
	 008771
		THETFORD #3-23		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		23-11N-23W		201204		 	(102	) 
	 044716
		THETFORD #4-23H		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BECKHAM		23-11N-23W		201204		 	(1,274	) 
	 045958
		THETFORD #5-23H		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BECKHAM		23-11N-23W		201204		 	(924	) 
	 045815
		THETFORD #6-23H		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BECKHAM		23-11N-23W		201204		 	7,290	  
	 006731
		THETFORD 1-34		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		34-12N-23W		201204		 	22,355	  
	 012501
		THOMAS #1-34		CONOCOPHILLIPS COMPANY		SHUT DOWN OR T&A		WYOMING		FREMONT		34-39N-90W		201204		 	129,963	  
	 005516
		THOMAS #2-15		SAMSON RESOURCES COMPANY		ABANDONED WELL		OKLAHOMA		ELLIS		l5-18N-26W		201003		 	283	  
	 012675
		THOMAS #2-34		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		34-39N-90W		201203		 	9,281	  
	 045237
		THOMAS #5-8H		LINN OPERATING INC		PRODUCING WELL		TEXAS		WHEELER		SECTION 5 BLK 5 B&B SVY W/2		201204		 	(36,570	) 
	 045663
		THOMAS #5-9H		LINN OPERATING INC		PRODUCING WELL		TEXAS		WHEELER		SECTION 5 BLK 5 B&B SVY E/2		201204		 	170	  
	 005024
		THOMAS, J.B. UNIT		CHAPARRAL ENERGY LLC		SHUT DOWN OR T&A		OKLAHOMA		ROGER MILLS		l5-16N-26W		201204		 	8,908	  
	 034584
		THOMPSON 27 #1 RE-ENTRY		EOG RESOURCES, INC.		PRODUCING WELL		OKLAHOMA		ROGER MILLS		27-12N-24W		201204		 	195	  
	 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		201204		 	497	  
	 006228
		THORNTON #1-19		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		19-12N-21W SE/		201204		 	19,089	  
	 032117
		THORNTON #2-19		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BECKHAM		19-12N-21W		201204		 	(11,590	) 
	 006739
		THORNTON 2-17		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		ROGER MILLS		17-12N-21W		201203		 	(10,55l	) 
	 006804
		THORNTON A2-13		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		ROGER MILLS		13-12N-22W		201204		 	29	  
	 007585
		THRASHER, C. B. 1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		TEXAS		21-1N-11E		201204		 	(33,904	) 
	 007175
		THURMOND #1-27		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BECKHAM		27-12N-22W		201204		 	3,164	  
	 006240
		THURMOND #1-36		SAMSON RESOURCES COMPANY		SHUT DOWN OR T&A		OKLAHOMA		ROGER MILLS		36-13N-24W NW/		201204		 	41	  
	 007641
		THURMOND #2-27		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BECKHAM		27-12N-22W		201204		 	(33	) 
	 038332
		THURMOND J P #1-23		NEWFIELD EXPLORATION MID CONT		PRODUCING WELL		OKLAHOMA		ROGER MILLS		23-13N-24W		201204		 	1,979	  
	 012017
		TIMMERMAN 1-15 NP		ABRAXAS PETROLEUM CORP		PRODUCING WELL		OKLAHOMA		PITTSBURG		15-7N-17E		201203		 	188	  
	 032901
		TIPTON HOME 1-28		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		28-12N-21W		201204		 	43,600	  
	 006769
		TOELLE 2-1		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		WASHITA		1-11N-20W		201204		 	(4,392	) 
	 004861
		TOHKUBBI #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		16-3N-12E		201204		 	1,262	  
	 006263
		TOELLE #1-1		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		WASHITA		l-11N-20W NW/		201204		 	(3,357	) 
	 012714
		TONYA #4-11		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		11-14N-23W		201204		 	(20,114	) 
	 012020
		TRACY #1-25 BT		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		25-14N-25W		201204		 	1,074	  
	 008160
		TRACY #1-31		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		31-14N-24W		201204		 	4,315	  
	 008161
		TRACY #1-32		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		32-14N-24W		201204		 	1,430	  
	 012021
		TRACY #1-36		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		36-14N-25W		201204		 	1,365	  
	 012116
		TRACY #2-31		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		31-14N-24W		201204		 	4,056	  
	 012117
		TRACY #2-32		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		32-14N·24W		201204		 	612	  
	 037548
		TRACY #3·32		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		32-14N-24W		201101		 	(2	) 









 Schedule 8.18 

Closing Date Gas Imbalances 
  


																			
	 WELLHEAD GAS IMBALANCES
		 		 		 		 		 		 	 
	 TOTAL
		12,108,313																
									
	 LEASE #
		 LEASE NAME
		 OPERATOR NAME
		 WELL STATUS
		 STATE
		 COUNTY
		 LEGAL DESCRIPTION
		 PRODUCTION
MONTH
		NET
IMBALANCE	 
	 012022
		TRACY 1-30		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		30-14N-24W		201204		 	72,972	  
	 012023
		TRACY 2-36		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		36-14N-25W		201204		 	2,123	  
	 038581
		TRACY TRUST #1-32		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		32-14N-24W		201204		 	330	  
	 026204
		TRAIL UNIT#04D-16W		WEXPRO COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		NE/4 NW/4 SEC 16-13N-l00W		201204		 	(5,473	) 
	 026787
		TRAIL UNIT#10B-21D		WEXPRO COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		21-13N-100W		201204		 	1,895	  
	 026773
		TRAIL UNIT #11B-3D		WEXPRO COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		03-13N-100W		201204		 	(3,902	) 
	 026719
		TRAIL UNIT #12		WEXPRO COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		16-13N-100W		201204		 	3,729	  
	 026720
		TRAIL UNIT #13		WEXPRO COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		03-13N-100W		201204		 	2,815	  
	 026841
		TRAIL UNIT #132		WEXPRO COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		16-13N-100W		201204		 	(1,637	) 
	 026774
		TRAIL UNIT #14D-3W		WEXPRO COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		03-13N-100W		201204		 	(2,509	) 
	 025417
		TRAIL UNIT #15		WEXPRO COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		10-13N-100W		201204		 	2,559	  
	 025418
		TRAIL UNIT #16		WEXPRO COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		3-13N-100W		201204		 	3,031	  
	 026775
		TRAIL UNIT #16C-3D		WEXPRO COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		03-13N-100W		201204		 	(4,364	) 
	 026721
		TRAIL UNIT#17		WEXPRO COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		16-13N-100W		201204		 	16,477	  
	 025286
		TRAIL UNIT #18		WEXPRO COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		3-13N-100W		201204		 	(4,450	) 
	 026782
		TRAIL UNIT #1B-21D		WEXPRO COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		21-13N-100W		201204		 	4,151	  
	 026714
		TRAIL UNIT #2		WEXPRO COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		10-13N-100W		201204		 	1,173	  
	 025883
		TRAIL UNIT #20		WEXPRO COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		10-13N-100W		201204		 	4,410	  
	 025884
		TRAIL UNIT #21		WEXPRO COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		10-13N-100W		201204		 	(3,370	) 
	 026207
		TRAIL UNIT #22		WEXPRO COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		SW/4 NE/4 SEC 09-13N-I00W		201204		 	(4,233	) 
	 026208
		TRAIL UNIT #23		WEXPRO COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		NW/4 NW/4 SEC 10-13N-100W		201204		 	633	  
	 026209
		TRAIL UNIT #25		WEXPRO COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		NW/4 SE/4 SEC 09-13N-I00W		201204		 	(5,747	) 
	 026800
		TRAIL UNIT#26		WEXPRO COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		10-13N-100W		201204		 	(3,371	) 
	 026801
		TRAIL UNIT #27		WEXPRO COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		10-13N-100W		201204		 	(1,650	) 
	 026802
		TRAIL UNIT #28		WEXPRO COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		10-13N-100W		201204		 	(3,008	) 
	 026803
		TRAIL UNIT #29		WEXPRO COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		10-13N-100W		201204		 	(2,554	) 
	 026715
		TRAIL UNIT #3		WEXPRO COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		03-13N-I00W		201204		 	4,468	  
	 012728
		TRAIL UNIT #3-6		CONOCOPHILLIPS COMPANY		PRODUCING WELL		WYOMING		FREMONT		01-38N-90W		201203		 	(11,395	) 
	 026513
		TRAIL UNIT #3C-10J		WEXPRO COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		10-13N-100W		201204		 	10,386	  
	 026716
		TRAIL UNIT #4		WEXPRO COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		15-13N-100W		201204		 	1,900	  
	 026831
		TRAIL UNIT #46		WEXPRO COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		16-13N-100W		201204		 	(1,808	) 
	 026832
		TRAIL UNIT #47		WEXPRO COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		16-13N-100W		201204		 	(1,703	) 
	 026833
		TRAIL UNIT #48		WEXPRO COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		16-13N-100W		201204		 	(1,748	) 
	 026783
		TRAIL UNIT #4C-22D		WEXPRO COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		21-13N-100W		201204		 	1,352	  
	 026834
		TRAIL UNIT #52		WEXPRO COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		16-13N-100W		201204		 	(1,706	) 
	 026784
		TRAIL UNIT #5D-22D		WEXPRO COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		21-13N-100W		201204		 	1,825	  
	 026488
		TRAIL UNIT #7A-3J		WEXPRO COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		03-13N-100W		201204		 	(54,835	) 
	 026785
		TRAIL UNIT #7B-21D		WEXPRO COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		21-13N-100W		201204		 	3,666	  
	 026812
		TRAIL UNIT#7C-10W		WEXPRO COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		10-13N-l00W		201204		 	(1,747	) 
	 026718
		TRAIL UNIT #8		WEXPRO COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		11-13N-l00W		201204		 	4,104	  
	 026766
		TRAIL UNIT #8C-16D		WEXPRO COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		16-13N-100W		201204		 	(1,406	) 
	 026786
		TRAIL UNIT #8C-21W		WEXPRO COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		21-13N-l00W		201204		 	2,281	  
	 026818
		TRAIL UNIT WELL #1B-9D		WEXPRO COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		09-13N-100W		201204		 	(3,462	) 
	 026820
		TRAIL UNIT WELL #70		WEXPRO COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		09-13N-100W		201204		 	(3,001	) 
	 026819
		TRAIL UNIT WELL #9D-4D		WEXPRO COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		04-13N-100W		201204		 	(3,837	) 
	 033068
		TRETBAR FAMILY #1-15		STRAT LAND EXPLORATION CO.		PRODUCING WELL		OKLAHOMA		BEAVER		15-5N-21ECM		201204		 	(55	) 
	 005529
		TRIPLE T #8-B		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		ROGER MILLS		8-12N-21W		201203		 	196	  
	 033282
		TRISSELL #6-10		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		10-9N-19W		201204		 	975	  
	 030528
		TRISSELL, RUSSELL #2-10		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		10-9N-19W		201204		 	435	  
	 033366
		TROGDON #2-9		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		CADDO		9-6N-9W		201204		 	348	  
	 039286
		TROGDON #3-9		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		CADDO		09-06N-09W		201204		 	304	  
	 030787
		TROY #8-2		MARATHON OIL COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		2-14N-22W		201204		 	(895	) 
	 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		201203		 	624	  
	 008021
		TUCKER #1-25		UNIT PETROLEUM COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		25-11N-13W		201203		 	(979	) 
	 004654
		TUCKER #l-A		NEWFIELD EXPLORATION MID CONT		PRODUCING WELL		OKLAHOMA		CADDO		30-11N-12W		201203		 	1,378	  
	 006398
		TUCKER #2-25		UNIT PETROLEUM COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		25-11N-13W		201203		 	402	  
	 004519
		TUCKER #2-8		SAMSON RESOURCES COMPANY		ABANDONED WELL		OKLAHOMA		ROGER MILLS		8-12N-26W		201109		 	24,209	  
	 004511
		TUCKER TRUST #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		19-11N-12W		201204		 	575	  
	 012027
		TUCKER-FOWLER 35-2		SAMSON RESOURCES COMPANY		PRODUCING WELL		ALABAMA		FAYETTE		35-14S-11W		201204		 	1,065	  
	 025605
		TURLEY #2-1		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		GRADY		1-6N-7W		201204		 	636	  
	 004354
		TURNEY #31-1		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		PITTSBURG		31-4N-14E		201202		 	3,399	  
	 004355
		TURNEY #31-2		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		PITTSBURG		31-4N-14E		201202		 	3,269	  
	 004353
		TURNEY A #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		32-4N-14E		201204		 	7,436	  
	 006311
		TWYMAN #1-17		ARROWHEAD ENERGY, INC.		PRODUCING WELL		OKLAHOMA		WASHITA		17-11N-19W		201204		 	(1,029	) 
	 006669
		TWYMAN #2-18		ARROWHEAD ENERGY, INC.		PRODUCING WELL		OKLAHOMA		WASHITA		18-11N-19W		201204		 	(6,248	) 
	 036646
		TYLER #1-1		QEP ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		01-08N-17E		201202		 	(2,423	) 
	 033396
		U.S. GYPSUM #1-27		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		BLAINE		27-19N-12W		201204		 	(412	) 
	 034418
		UNIT #2		WEXPRO COMPANY		SHUT DOWN OR T&A		WYOMING		SWEETWATER		21-16N-104W		201204		 	11,642	  
	 033538
		UPRC #5-27		ANADARKO PETROLEUM CORP.		PRODUCING WELL		WYOMING		SWEETWATER		27-21N-94W		201203		 	(1,278	) 
	 036091
		UPRC FEE #6-27		SAMSON RESOURCES COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		27-21N-94W		201204		 	2,786	  
	 036093
		UPRC FEE #7-27		SAMSON RESOURCES COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		27-21N-94W		201204		 	782	  
	 036092
		UPRC FEE #8-27		SAMSON RESOURCES COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		27-21N-94W		201204		 	5,959	  
	 034419
		UPRR #1		WEXPRO COMPANY		SHUT DOWN OR T&A		WYOMING		SWEETWATER		11-16N-104W		201204		 	2,301	  
	 038377
		US GOVERNMENT #5-27		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		27-05N-16E		201203		 	5,850	  
	 003013
		US GOVERNMENT 27-2		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		27-5N-16E		201203		 	21,156	  
	 004028
		USA #1-18		FOUNDATION ENERGY MGMT LLC		PRODUCING WELL		ARKANSAS		SEBASTIAN		18-7N-30W		201202		 	2,576	  
	 005903
		USA #1-4 (APACHE)		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		ROGER MILLS		4-13N-21W		201204		 	258	  
	 004029
		USA #2-18		FOUNDATION ENERGY MGMT LLC		SHUT DOWN OR T&A		ARKANSAS		SEBASTIAN		18-7N-30W		201201		 	(38,790	) 
	 005982
		USA #3-18		FOUNDATION ENERGY MGMT LLC		PRODUCING WELL		ARKANSAS		SEBASTIAN		18-7N-30W		201202		 	1,917	  
	 004257
		USA CHOCTAW T-4 UNIT #2		CHESAPEAKE OPERATING, INC.		APO ONLY		OKLAHOMA		LATIMER		5-5N-19E		201204		 	(380	) 
	 033281
		USA PARCEL #3-45		EOG RESOURCES, INC.		PRODUCING WELL		LOUISIANA		BOSSIER		2-17N-12W		201204		 	16,070	  
	 036645
		USA PARCEL 3 #47		EOG RESOURCES, INC.		PRODUCING WELL		LOUISIANA		BOSSIER		02-17N-12W		201204		 	6,268	  
	 037521
		USA PARCEL 3 #50-ALT		EOG RESOURCES, INC.		PRODUCING WELL		LOUISIANA		BOSSIER		01-17N-12W		201202		 	(3,842	) 
	 036611
		USA PARCEL 3 #53-ALT		EOG RESOURCES, INC.		PRODUCING WELL		LOUISIANA		BOSSIER		01-17N-12W		201204		 	841	  
	 036650
		USA PARCEL 3 #54		EOG RESOURCES, INC.		SHUT DOWN OR T&A		LOUISIANA		BOSSIER		01-17N-12W		201202		 	19,597	  
	 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		201204		 	15,378	  
	 031296
		USA PARCEL 3 34-1		EOG RESOURCES, INC.		PRODUCING WELL		LOUISIANA		BOSSIER		1-17N-12W		201204		 	30,752	  









 Schedule 8.18 

Closing Date Gas Imbalances 
  


																			
	 WELLHEAD GAS IMBALANCES
		 		 		 		 		 		 	 
	 TOTAL
		12,108,313																
									
	 LEASE #
		 LEASE NAME
		 OPERATOR NAME
		 WELL STATUS
		 STATE
		 COUNTY
		 LEGAL DESCRIPTION
		 PRODUCTION
MONTH
		NET
IMBALANCE	 
	 031673
		USA PARCEL 3 36-2		EOG RESOURCES, INC.		PRODUCING WELL		LOUISIANA		BOSSIER		2-17N-12W		201204		 	20,433	  
	 032800
		USA PARCEl 3 37-1		EOG RESOURCES, INC.		PRODUCING WELL		LOUISIANA		BOSSIER		1-17N-12W		201204		 	2,677	  
	 032803
		USA PARCEL 3 38-A		EOG RESOURCES, INC.		PRODUCING WELL		LOUISIANA		BOSSIER		1-17N-12W		201204		 	6,894	  
	 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		201204		 	7,542	  
	 031302
		USA PARCEL 3 42 ALI		EOG RESOURCES, INC.		SHUT DOWN OR T&A		LOUISIANA		BOSSIER		3-17N-12W		200601		 	6,787	  
	 032805
		USA PARCE L 3 43-1		EOG RESOURCES, INC.		PRODUCING WELL		LOUISIANA		BOSSIER		1-17N·12W		201204		 	15,967	  
	 032804
		USA PARCEL 3 44 ALT		EOG RESOURCES, INC.		PRODUCING WELL		LOUISIANA		BOSSIER		1-17N-12W		201204		 	13,373	  
	 031682
		USA PARCEL 3 5-2		EOG RESOURCES, INC.		PRODUCING WELL		LOUISIANA		BOSSIER		2-17N-12W		201204		 	5,246	  
	 031298
		USA PARCEL 3 6-2		EOG RESOURCES, INC.		PRODUCING WELL		LOUISIANA		BOSSIER		2-17N-12W		201204		 	16,597	  
	 031299
		USA PARCEL 3 7-3		EOG RESOURCES, INC.		PRODUCING WELL		LOUISIANA		BOSSIER		3-17N-12W		201204		 	3,330	  
	 031685
		USA PARCEL 3 8-3		EOG RESOURCES, INC.		PRODUCING WELL		LOUISIANA		BOSSIER		3-17N-12W		201204		 	5,002	  
	 006808
		VALENTINE 1-29		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CUSTER		29-15N-17W		201204		 	3,991	  
	 023576
		VALENTINE COLTHARP #1		CHEVRON USA INC		PRODUCING WELL		TEXAS		WHEELER		SEC 51 BLK A7 H&GN SVY		201204		 	2,674	  
	 003795
		VAN DYKE #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		35-4N-15E		201204		 	43	  
	 005048
		VAN DYKE #2-35		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		35-4N-15E		201204		 	14,958	  
	 005518
		VAN DYKE #3-35		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		35-4N-15E		201204		 	1,118	  
	 036543
		VAN DYKE #4		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		35-04N-15E		201204		 	(18	) 
	 037819
		VAN DYKE #5-35		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		35-04N-15E		201204		 	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		201203		 	(60	) 
	 032710
		VARNUM #2-25		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		25-5N-18E		201204		 	52,929	  
	 032863
		VARNUM #3		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		25-5N-18E		201204		 	(550	) 
	 033461
		VARNUM #4-25		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		25-5N-18E		201203		 	9,605	  
	 004250
		VARNUM UNIT		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		25-5N-18E		201204		 	728	  
	 041847
		VAUGHN #1-6		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		WOODWARD		06-24N-18W		201204		 	(1,651	) 
	 036375
		VERA #1-21 BASAL CHESTER		SHERIDAN PRODUCTION CO LLC		PRODUCING WELL		OKLAHOMA		HARPER		21-26N-25W		201204		 	850	  
	 034640
		VERDELL #1-13		WILLIAMS PROD MID-CONTINENT CO		PRODUCING WELL		OKLAHOMA		HASKELL		S/2 SEC 12 & N/2 SEC 13·8N·18E		201203		 	3,597	  
	 034845
		VERDELL #4-13		WILLIAMS PROD MID-CONTINENT CO		PRODUCING WELL		OKLAHOMA		HASKELL		S/2 SEC 12&N/2 SEC 13·8N·18E		201203		 	4,881	  
	 040257
		VERDEN 31-1LT		QEP ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		HASKELL		31-09N-18E		201202		 	1,781	  
	 006042
		VERMA #1-34		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CADDO		34-7N-12W		201204		 	(323	) 
	 034425
		VERMILLION CREEK DEEP #1		WEXPRO COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		12-13N-100W		201204		 	(31,068	) 
	 041899
		VICE 25 #1-ALT		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		25-18N-09W		201204		 	2,103	  
	 006184
		VICK#1		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		ROGER MILLS		31-13N-22W ALL		201204		 	(14	) 
	 006563
		VICK #2-31		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		ROGER MILLS		31-13N-22W		201204		 	(131	) 
	 006072
		VICK #3-31		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		31-13N-22W		201204		 	655	  
	 030896
		VICK #4-31		CIMAREX ENERGY CO		PRODUCING WELL		OKLAHOMA		ROGER MILLS		31-13N-22W		201204		 	(813	) 
	 012051
		VICTOR 1-14		CONOCOPHILLIPS COMPANY		SHUT DOWN OR T&A		WYOMING		FREMONT		14-39N-90W		201204		 	8,178	  
	 006779
		VIERS 1-30		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		30-12N-23W		201204		 	9,860	  
	 006409
		VINCENT #1-32		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		201204		 	(1,247	) 
	 003323
		VINSETT A #1-29		SAMSON RESOURCES COMPANY		PRODUCING WELL		ARKANSAS		CRAWFORD		29-9N-31W		201204		 	5,447	  
	 040383
		VINSON #2		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		TEXAS		RUSK		SEC: BLK: SRV:THOMAS O’BAR ABS		0		 	—  	  
	 045435
		VIOLET #1-21H		CONTINENTAL RESOURCES, INC.		PRODUCING WELL		NORTH DAKOTA		DIVIDE		SEC 16 & 21-160N-96W		201204		 	2	  
	 039760
		VIPER #2-2		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		STEPHENS		02-01N-05W SE/4		201204		 	809	  
	 006423
		VIRGINIA #1-31		LINN OPERATING INC		PRODUCING WELL		OKLAHOMA		CADDO		31-10N-11W		201204		 	(101	) 
	 008711
		VOGT #1-10		CIMAREX ENERGY CO.		PRODUCING WELL		OKLAHOMA		WASHITA		10-11N-15W		201204		 	2,305	  
	 007353
		WALKER #1-12		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		12-12N-25W		201204		 	19,054	  
	 006838
		WALKER #2-35		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		35-14N-19W		201204		 	1,552	  
	 038140
		WALKER #5-12		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		12-13N-22W		201204		 	4,634	  
	 041681
		WALKER #8-12		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		12-13N-22W		201204		 	10,839	  
	 043283
		WALKER RANCH 10 #3		FOREST OIL CORPORATION		PRODUCING WELL		TEXAS		HEMPHILL		SEC 10 BLK 41 H&TC SVY		201204		 	(15,101	) 
	 043282
		WALKER RANCH 1810		FOREST OIL CORPORATION		PRODUCING WELL		TEXAS		HEMPHILL		SEC 10 BLK 41 H&TC SVY		201204		 	(l,577	) 
	 033185
		WALKER TRUST #1-20		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		ROGER MILLS		20-13N-21W		201204		 	893	  
	 004600
		WALKER, SIMPSON #2-31		CHESAPEAKE OPERATING, INC.		SHUT DOWN OR T&A		OKLAHOMA		WOODWARD		31-26N-17W		201204		 	(3,538	) 
	 006234
		WALKUP #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		COAL		27-3N-11E CN		201204		 	2,716	  
	 044515
		WALKUP #2-27H		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		COAL		27-03N-11E		201202		 	11,853	  
	 044974
		WALKUP #3-27H		BP AMERICA PRODUCTION COM		PRODUCING WELL		OKLAHOMA		COAL		27-03N-11E		201204		 	11,406	  
	 045253
		WALKUP #4-27H		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		COAL		27-03N-11E		201204		 	38,053	  
	 045254
		WALKUP #5-27H		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		COAL		27-03N-11E		201204		 	34,951	  
	 030731
		WALLACE #5-18		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		18-10N-26W		201204		 	21,533	  
	 006710
		WALLACE 1-35		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		35-12N-26W		201204		 	13,937	  
	 006283
		WALLACE D #4		SM ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		18-10N-26W 132		201203		 	(54	) 
	 004792
		WALTER #1-24		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		24-10N-21W		201204		 	1,299	  
	 004793
		WALTER #2-24		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		24-10N-21W		201204		 	22,827	  
	 038818
		WALTER #5-24 (UPR D.MOINE		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		24-10N-21W		201204		 	485	  
	 004790
		WALTER, J.C. #1-19		CHEVRON USA INC		PRODUCING WELL		OKLAHOMA		WASHITA		19-10N-20W		201204		 	21,420	  
	 004791
		WALTER, J.C. #2A-19		CHEVRON USA INC		SHUT DOWN OR T&A		OKLAHOMA		WASHITA		19-10N-20W		201202		 	(2,830	) 
	 004821
		WALTER, J.C. #3-19		CHEVRON USA INC		PRODUCING WELL		OKLAHOMA		WASHITA		19·10N·20W		201204		 	5,088	  
	 008956
		WALTER, K. B. #2-22		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		22·10N·21W		201204		 	5,272	  
	 006289
		WALTER, KB #1-22		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		22-10N-21W CNE		201204		 	6,864	  
	 040212
		WALTERS 1-2		NOBLE ENERGY INC		PRODUCING WELL		KANSAS		KEARNY		20-245-35W		201202		 	3,966	  
	 006688
		WALTERS 4-24		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		24-10N-21W		201204		 	(28,085	) 
	 004586
		WALTER-STEFFES #1-5		KAISER-FRANCIS OIL COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		5-9N-19W		201204		 	3,538	  
	 036284
		WAMSUTTER #10-34		MARATHON OIL COMPANY		PRODUCING WELL		WYOMING		SWEETWATER SEC		27,28,33&34-21N-94W		201204		 	9,894	  
	 034617
		WAMSUTTER #9-27		SAMSON RESOURCES COMPANY		PRODUCING WELL		WYOMING		SWEETWATER SEC		27&34-21N-94W		201204		 	528	  
	 034688
		WAMSUTTER #9-34		MARATHON OIL COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		SEC 5 & 34-21N-94W		201204		 	488	  
	 033930
		WAMSUTTER 5-34A		MARATHON OIL COMPANY		PRODUCING WELL		WYOMING		SWEETWATER		34-21N-94W		201204		 	8,988	  
	 012068
		WANDA MG		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		LOGAN		15-15N-4W		201204		 	1,353	  
	 023612
		WANDA 1-5		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		GARVIN		5-3N-3W		201204		 	6,844	  
	 033686
		WARD #4-31		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		31-3N-12E		201204		 	1,127	  
	 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		201204		 	28,331	  
	 023614
		WARKENTIN 1·30		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		30-11N-14W		201204		 	8,551	  
	 006133
		WARNER #1		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BECKHAM		30-10N-26W &2S		201204		 	(90,989	) 
	 007938
		WARNER #2-30		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		30-10N-26W & 25-10N-27W		201204		 	53,311	  
	 030763
		WARNER #3-30		SAMSON RESOURCES COMPANY		SHUTDOWN OR T&A		OKLAHOMA		BECKHAM		30-10N-26W		201204		 	1,351	  
	 040005
		WARNER #7-12		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		12-13N-22W		201204		 	599	  
	 043191
		WASHITA RANCH 19 #1-H		CIMAREX ENERGY CO.		PRODUCING WELL		TEXAS		HEMPHILL		W/2 SEC 19 BLK A-1 H&GN SVY		201204		 	(7,474	) 









 Schedule 8.18 

Closing Date Gas Imbalances 
  


																			
	 WELLHEAD GAS IMBALANCES
		 		 		 		 		 		 	 
	 TOTAL
		12,108,313																
									
	 LEASE #
		 LEASE NAME
		 OPERATOR NAME
		 WELL STATUS
		 STATE
		 COUNTY
		 LEGAL DESCRIPTION
		 PRODUCTION
MONTH
		NET
IMBALANCE	 
	 042373
		WASHITA RANCH 22111-H		CIMAREX ENERGY CO.		PRODUCING WELL		TEXAS		HEMPHILL		SEC 22 BLK A-l H&GN SVY		201204		 	2,504	  
	 042261
		WASHITA RIVER #1-16		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		ROGER MILLS		16-15N-26W		201203		 	(737	) 
	 042081
		WATERFIELD #3-112		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		ROBERTS		SEC 112 BLK C G&M SVY		201204		 	6,542	  
	 006180
		WATKINS #1-21		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BECKHAM		21-12N-21W ALL		201204		 	638	  
	 036599
		WATTS #2		UNIT PETROLEUM COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		34-05N-18E		201204		 	1,483	  
	 034995
		WATTS BROS C 2		EAGLE ROCK MID-CONTINENT OPERA		PRODUCING WELL		OKLAHOMA		LATIMER		29-4N-18E		201204		 	336	  
	 030129
		WATTS BROTHERS C-l		EAGLE ROCK MID-CONTINENT OPERA		PRODUCING WELL		OKLAHOMA		LATIMER		29-4N-18E		201204		 	(111	) 
	 003075
		WEAVER		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		GRADY		21-6N-6W		201204		 	16,901	  
	 007825
		WEBB A #1-10		CRAWLEY PETROLEUM CORP.		PRODUCING WELL		OKLAHOMA		ELLIS		10-16N-24W		201202		 	385	  
	 030674
		WEBER #1-2		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		CADDO		2-6N-9W		201204		 	(543	) 
	 033022
		WEIGAND #1-31		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		31-13N-16W		201204		 	(139	) 
	 033240
		WEINER #1 UNIT A		TORCH E & P PROCESSING		PRODUCING WELL		TEXAS		HARRISON		JOHN RAMSDALE SVY, A-596		201204		 	481	  
	 033249
		WEINER #10 UNIT B		TORCH E & P PROCESSING		PRODUCING WELL		TEXAS		HARRISON		R. BOARD SVY, A-128		201204		 	546	  
	 033250
		WEINER #11 UNIT B		TORCH E & P PROCESSING		PRODUCING WELL		TEXAS		HARRISON		W. T. COOK SVY, A-873		201204		 	(5,517	) 
	 033251
		WEINER #12 UNIT B		TORCH E & P PROCESSING		PRODUCING WELL		TEXAS		HARRISON		G. J. AUSTIN SVY, A-65		201204		 	(5,367	) 
	 033241
		WEINER #2 UNIT B		TORCH E & P PROCESSING		PRODUCING WELL		TEXAS		HARRISON		JOHN RAMSDALE SVY, A-596		201204		 	1,410	  
	 033242
		WEINER #3 UNIT B		TORCH E & P PROCESSING		PRODUCING WELL		TEXAS		HARRISON		R. BOARD SVY, A-126		201204		 	939	  
	 033243
		WEINER #4 UNIT A		TORCH E & P PROCESSING		PRODUCING WELL		TEXAS		HARRISON		JOHN RAMSDALE SVY, A-596		201204		 	322	  
	 033244
		WEINER #5 UNIT A		TORCH E & P PROCESSING		PRODUCING WELL		TEXAS		HARRISON		JOHN RAMSDALE SVY, A-596		201203		 	2,187	  
	 033245
		WEINER #6 UNIT A		TORCH E & P PROCESSING		PRODUCING WELL		TEXAS		HARRISON		R. BOARD SVY, A-126		201204		 	(2,156	) 
	 033246
		WEINER #7 UNIT B		TORCH E & P PROCESSING		PRODUCING WELL		TEXAS		HARRISON		R. BOARD SVY, A-126		201204		 	(533	) 
	 033247
		WEINER #8 UNIT A		TORCH E & P PROCESSING		PRODUCING WELL		TEXAS		HARRISON		R. BOARD SVY, A-126		201204		 	(3,073	) 
	 033248
		WEINER #9 UNIT B		TORCH E & P PROCESSING		PRODUCING WELL		TEXAS		HARRISON		R. BOARD SVY, A-128		201204		 	3,258	  
	 031244
		WELLS #3-8		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CUSTER		8-12N-20W		201204		 	993	  
	 004876
		WENDLANDT #2-17		MUSTANG FUEL CORPORATION		PRODUCING WELL.		OKLAHOMA		HASKELL		17-7N-20E		201204		 	210	  
	 030078
		WENDLANDT #3-17		MUSTANG FUEL CORPORATION		PRODUCING WELL		OKLAHOMA		HASKELL		17-7N-20E		201204		 	595	  
	 032530
		WERNER SMITH #3		CHEVRON USA INC		PRODUCING WELL		TEXAS		PANOLA		T C RR SVY, A-838		201203		 	24	  
	 030897
		WESNER #1-12		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		ROGER MILLS		12-12N-22W		201204		 	482	  
	 034301
		WESNER #4-1		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		ROGER MILLS		1-12N-22W		201204		 	(674	) 
	 038289
		WESNER #5-l		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		ROGER MILLS		01-12N-22W		201204		 	(60	) 
	 006776
		WESNER 1-1		APACHE CORPORATION		SHUT DOWN OR T&A		OKLAHOMA		ROGER MILLS		1-12N-22W		201204		 	1,124	  
	 006805
		WESNER 1-2		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		ROGER MILLS		2-12N-22W		201204		 	1,020	  
	 006287
		WEST #1-9		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BECKHAM		9-11N-22W		201202		 	(5,979	) 
	 035576
		WEST A #2		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		3 17N 9W NE NE NW		201204		 	4,788	  
	 037632
		WEST A #3-ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		03-17N-09W		201204		 	1,208	  
	 035200
		WEST A-1ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		3 17N 9W SE NW NW		201204		 	1,467	  
	 003082
		WESTERN #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		ARKANSAS		SEBASTIAN		36-7N-32W		201204		 	67	  
	 030877
		WFM #1-11		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		ROGER MILLS		11-12N-22W		201204		 	(300	) 
	 023661
		WHEELER, W W #1		CHEVRON USA INC		PRODUCING WELL		TEXAS		WHEELER		SEC 6, BLK L, J&M SVY		201203		 	(1,175	) 
	 034420
		WHELAN M F #1		WEXPRO COMPANY		SHUT DOWN OR T&A		WYOMING		SWEETWATER		20-16N-104W		201204		 	42,053	  
	 042332
		WHINERY #2-9		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BECKHAM		09-11N-22W		201204		 	1,184	  
	 005579
		WHISENHUNT #3-27		CABOT OIL & GAS CORP.		PRODUCING WELL		OKLAHOMA		BEAVER		27-4N-28ECM		201204		 	(199	) 
	 005640
		WHISENHUNT #4-27		CABOT OIL & GAS CORP.		PRODUCING WELL		OKLAHOMA		BEAVER		27-4N-28ECM		201204		 	101	  
	 040439
		WHITE #1-12		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		WOODWARD		12-24N-18W		201204		 	(95	) 
	 039933
		WHITE#1-3		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		03-13N-20W		201204		 	803	  
	 040282
		WHITE C 2		CHEVRON USA INC		PRODUCING WELL		OKLAHOMA		LATIMER		04-06N-18E		201204		 	(870	) 
	 040272
		WHITE D 1		CHEVRON USA INC		PRODUCING WELL		OKLAHOMA		LATIMER		05-06N-18E		201204		 	(97,682	) 
	 040277
		WHITE D 2 (CASING)		CHEVRON USA INC		PRODUCING WELL		OKLAHOMA		LATIMER		05·06N-18E		201204		 	(17,435	) 
	 024051
		WHITE FARMS A #3		NEWFIELD EXPLORATION MID CONT		PRODUCING WELL		OKLAHOMA		CANADIAN		4-10N-7W		201204		 	(24,880	) 
	 025145
		WHITE FARMS A #4		NEWFIELD EXPLORATION MID CONT		PRODUCING WELL		OKLAHOMA		CANADIAN		4-10N-7W		201203		 	(4,128	) 
	 023664
		WHITE FARMS A2		NEWFIELD EXPLORATION MID CONT		PRODUCING WELL		OKLAHOMA		CANADIAN		4-10N-7W		201203		 	(54,893	) 
	 023665
		WHITE FARMS B1		NEWFIELD EXPLORATION MID CONT		PRODUCING WELL		OKLAHOMA		CANADIAN		5-10N-7W		201203		 	2,230	  
	 003287
		WHITE, E. B UNIT		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		l7-6N-18E		201203		 	10,626	  
	 005177
		WHITE, ERLE B #2-17		MEADE ENERGY CORPORATION		PRODUCING WELL		OKLAHOMA		LATIMER		l7-6N-18E		201204		 	(72	) 
	 040309
		WHITE, W E 4		CHEVRON USA INC		PRODUCING WELL		OKLAHOMA		PITTSBURG		32-07N-18E		201204		 	2,858	  
	 040296
		WHITE, W E 6		CHEVRON USA INC		PRODUCING WELL		OKLAHOMA		PITTSBURG		32-07N-18E		201204		 	(275	) 
	 012087
		WHITENER #1-19		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		GRADY		19-5N-6W		201204		 	(4,111	) 
	 003320
		WHITESIDE #1-32		SAMSON RESOURCES COMPANY		PRODUCING WELL		ARKANSAS		CRAWFORD		32-9N-31W		201204		 	(2,949	) 
	 004629
		WHITESIDE #2-32		SAMSON RESOURCES COMPANY		PRODUCING WELL		ARKANSAS		CRAWFORD		32-9N-31W		201204		 	16,609	  
	 006421
		WHITFIELD #1-34		LAREDO PETROLEUM INC		PRODUCING WELL		OKLAHOMA		CADDO		34-5N-9W		201204		 	1,436	  
	 034293
		WHITLEDGE #1-31		JMA ENERGY COMPANY, LLC-ROYALT		PRODUCING WELL		OKLAHOMA		ROGER MILLS		31-12N-23W		201204		 	(365	) 
	 006271
		WHITTENBERG #2		CONOCOPHILLIPS COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		29-10N-20W C		201204		 	1,914	  
	 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		201204		 	58	  
	 007869
		WILCOX LA #1-3		XTO ENERGY INC.		PRODUCING WELL		OKLAHOMA		MAJOR		3-20N-13W		201203		 	107	  
	 034563
		WILEY #5-6		SM ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		BECKHAM		6-10N-22W		201203		 	(85	) 
	 036685
		WILKINS #1-18		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		18-03N-14E		201204		 	2,438	  
	 003666
		WILKS #1		WARD PETROLEUM CORP		PRODUCING WELL		OKLAHOMA		CUSTER		27-12N-14W		201204		 	(9,316	) 
	 006200
		WILKS #1-17		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		ROGER MILLS		17-12N-21W SW/		201203		 	31,384	  
	 030169
		WILLAMETTE #1-36		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		LOUISIANA		BOSSIER		SEC 36, T22N-R12W		201203		 	(8	) 
	 033544
		WILLAMETTE INDUSTRIES 32		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		BOSSIER		32-22N-12W		201204		 	5,655	  
	 044345
		WILLIAM #1-23H		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		WASHITA		23-11N-18W		201203		 	60,102	  
	 031211
		WILLIAMS #31-1		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		31-13N-16W		201204		 	882	  
	 003782
		WILLIAMS #31-2		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		31-13N-16W		201204		 	5,496	  
	 032114
		WILLIAMS #3-31		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		31-13N-16W		201204		 	300	  
	 040888
		WILLIAMS O T #1-29R		LINN OPERATING INC		PRODUCING WELL		OKLAHOMA		MAJOR		N/2 NE/4 SEC 29-22N-14W		201204		 	8	  
	 035056
		WILLIAMSON 1		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		5 17N 9W SW NE SE		201204		 	(59,653	) 
	 035307
		WILLIAMSON 2		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		5 17N 9W SW SE NE		201204		 	1,472	  
	 035619
		WILLIAMSON 5 #1 ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		5 17N 9W NE SE SE		201204		 	(1,774	) 
	 043276
		WILLIAMSON A #1		UNIT PETROLEUM COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		26-06N-17E		201204		 	166	  
	 007632
		WILMOT 1-16		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		HARPER		16-28N-25W		201204		 	914	  
	 004195
		WILSON #1-24		BLAIR OIL COMPANY		SHUT DOWN OR T&A		OKLAHOMA		CUSTER		24-12N-14W		201204		 	1,210	  
	 003935
		 WILSON #2-16
		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CUSTER		16-15N-20W		201204		 	3,585	  
	 003122
		WILSON, T.O. G UWI		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		BEAVER		26-2N-20ECM		201204		 	1,347	  
	 043264
		WILT 1-10		SM ENERGY COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		10-06N-11W		201203		 	149	  
	 004729
		WIMBERLY #2-27		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		HASKELL		27-8N-19E		201204		 	(2,250	) 
	 006150
		WINGARD #1		NOBLE ENERGY INC		PRODUCING WELL		OKLAHOMA		CUSTER		3-14N-14W ALL		201204		 	(3,234	) 
	 006151
		WINGARD #2		NOBLE ENERGY INC		PRODUCING WELL		OKLAHOMA		CUSTER		3-14N-14W ALL		201204		 	(4,688	) 
	 006193
		WINGARD #3		NOBLE ENERGY INC		PRODUCING WELL		OKLAHOMA		CUSTER		3-14N-14W ALL		201204		 	21,678	  
	 038774
		WINN CHARLIE #1-30 ATOKA		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		30-14N-24W SE/4		201204		 	32,493	  









 Schedule 8.18 

Closing Date Gas Imbalances 
  


																			
	 WELLHEAD GAS IMBALANCES
		 		 		 		 		 		 	 
	 TOTAL
		12,108,313																
									
	 LEASE #
		 LEASE NAME
		 OPERATOR NAME
		 WELL STATUS
		 STATE
		 COUNTY
		 LEGAL DESCRIPTION
		 PRODUCTION
MONTH
		NET
IMBALANCE	 
	 013482
		WINN CHARLIE #1-30 U. CHE		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		30-14N-24W SE/4		201204		 	(14	) 
	 023787
		WINSOR 1-6		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		CADDO		6-12N-13		201204		 	2,998	  
	 003135
		WITTKOPP		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CANADIAN		6-11N-7W		201204		 	36,081	  
	 008302
		WOFFORD #2-31		XTO ENERGY INC.		PRODUCING WELL		ARKANSAS		FRANKLIN		31-10N-26W		201203		 	(19	) 
	 031154
		WOOD #1		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		PITTSBURG		29-3N-14E		201204		 	2,025	  
	 035621
		WOODARD ET AL #2 ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		BIENVILLE		23 18N 8W NW NW NE		201204		 	885	  
	 035243
		WOODARD ET AL 1		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		BIENVILLE		23 18N 8W SW SW NE		201204		 	(41,021	) 
	 035233
		WOODARD HEIRS A-1 ALT		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		24 18N 9W SW SE NE		201204		 	(2,536	) 
	 035068
		WOODARD WALKER G-l-D		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		BIENVILLE		23 18N 8W W2 E2 NW		201204		 	(2,914	) 
	 035271
		WOODARD WALKER G-2		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		BIENVILLE		23 18N 8W SE SW NW		201204		 	647	  
	 004458
		WOODMORE #1-34		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		HASKELL		34-8N-19E		201204		 	8,508	  
	 003143
		WOODMORE #1-6		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		HASKELL		6-7N-19E		201204		 	4,437	  
	 004609
		WOODMORE #2-34		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		HASKELL		34-8N-19E		201204		 	35,468	  
	 004125
		WOODROW		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		LE FLORE		7,8-9N-25E		201204		 	374	  
	 006573
		WOODWARD #1		LAREDO PETROLEUM INC.		PRODUCING WELL		OKLAHOMA		CADDO		29-5N-9W		201204		 	45	  
	 008754
		WOOLWORTH #2		DEVON ENERGY PRODUCTION, CO LP		PRODUCING WELL		TEXAS		PANOLA		J. F. JOHNS SURVEY A-364		201203		 	3,543	  
	 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		201204		 	305	  
	 035290
		WORSHAM A-l		EL PASO E&P COMPANY LP		PRODUCING WELL		LOUISIANA		WEBSTER		24-18N-09W NW SW SW		201204		 	614	  
	 003159
		WRIGHT UNIT #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		32-14N-26W		201204		 	1,548	  
	 036583
		WRIGHT, MINNIE S ET AL 3		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		03-17N-09W SW/SE		201204		 	4,256	  
	 003163
		WRIGHT, THELMA UNIT		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		HASKELL		11-7N-21E		201204		 	1,275	  
	 007204
		WYCKOFF #2-3		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		OKLAHOMA		WOODWARD		3-20N-17W		201203		 	(4,893	) 
	 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		201204		 	1,658	  
	 004202
		YATES #1-31		KAISER-FRANCIS OIL COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		31-5N-10W		201204		 	1,441	  
	 035205
		YATES 1		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		9 17N 9W SE NW SW		201204		 	7,054	  
	 040214
		YATES 1-2		NOBLE ENERGY INC.		PRODUCING WELL		KANSAS		KEARNY		27-23S-38W		201202		 	35,309	  
	 008307
		YEAGER #1-8		MARATHON OIL COMPANY		PRODUCING WELL		OKLAHOMA		WASHITA		8-9N-19W		201204		 	11,441	  
	 003173
		YEAGER #1C & #1T		SAMSON RESOURCES COMPANY		PRODUCING WELL		ARKANSAS		JOHNSON		20-9N-24W		201204		 	216	  
	 030284
		YEARWOOD DUANE 1-33 BPO		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		CADDO		33-11N-13W		201204		 	9,672	  
	 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		201204		 	1,670	  
	 044632
		YOUNG #303H		CHESAPEAKE OPERATING, INC.		PRODUCING WELL		TEXAS		HEMPHILL		SEC 3 BLK M-1 H&GN SVY		201204		 	8,152	  
	 003716
		YOUNG RANCH #1-28		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		28-6N-19E		201204		 	43,019	  
	 004006
		YOUNG RANCH #2-27 REDRILL		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		LATIMER		27-6N-19E		201204		 	84,426	  
	 006388
		YOUNG TRUST #1-4		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		HEMPHILL		SEC 4 BLK M-l H&GN RR CO SURVE		201204		 	9,094	  
	 006668
		YOUNG, E.L. 1-28		SAMSON RESOURCES COMPANY		APO ONLY		OKLAHOMA		CADDO		28-10N-12W		201201		 	27,110	  
	 023829
		YOUNG, J W ETAL UNIT		CHEVRON USA INC.		PRODUCING WELL		TEXAS		WHEELER		SEC 20, BLK L, J.M. LINDSEY		201204		 	2,370	  
	 006449
		YOUNG, MARSHALL #2-4		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		BECKHAM		4-10N-22W		201204		 	11,727	  
	 035615
		YOUNGBLOOD ET AL #1 ALT		SAMSON CONTOUR ENERGY E&P, LLC		PRODUCING WELL		LOUISIANA		WEBSTER		9 17N 9W NE NW NW		201204		 	21,521	  
	 006044
		YOUNKIN TRUST #1-29		APACHE CORPORATION		PRODUCING WELL		OKLAHOMA		CADDO		29-11N-12W		201204		 	18,884	  
	 036843
		YOUNKIN TRUST #2-29		CREST RESOURCES, INC.		PRODUCING WELL		OKLAHOMA		CADDO		29-11N-12W		201203		 	1,558	  
	 006654
		YOWELL #1		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		36-14N-26W		201204		 	23,416	  
	 003179
		YOWELL #1-26		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		26-14N-26W		201204		 	15,433	  
	 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		201203		 	981	  
	 030320
		YOXSIMER 1-15		BP AMERICA PRODUCTION COMPANY		PRODUCING WELL		OKLAHOMA		ROGER MILLS		15-15N-22W		201203		 	(5,939	) 
	 033716
		YUMA #1-26		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		26-4N-15E		201204		 	3,999	  
	 033756
		YUMA #2-26		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		26-4N-15E		201204		 	4,703	  
	 034664
		YUMA #3-26		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		26-4N-15E		201204		 	177	  
	 034730
		YUMA #4-26		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		26-4N-15E		201204		 	1,425	  
	 034840
		YUMA #6-26		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		PITTSBURG		26-4N-15E		201204		 	2,586	  
	 005364
		ZOLLINGER #1-10		QUAIL OIL & GAS		PRODUCING WELL		OKLAHOMA		HARPER		10-26N-24W		201203		 	(2	) 
	 005167
		ZOLLINGER, GEBHARDT #2-10		SAMSON RESOURCES COMPANY		PRODUCING WELL		OKLAHOMA		HARPER		10-26N-24W		201204		 	(4,268	) 
	 006742
		ZYBACH 1-13		SAMSON LONE STAR, LLC		PRODUCING WELL		TEXAS		WHEELER		13 CAMP CO. SCHOOL LAND		201204		 	316	  
		 		 		 		 		 		 		 		 	  
	  
	 
	 TOTAL NET IMBALANCE
														 	12,108,313	  
		 		 		 		 		 		 		 		 	  
	  
	 








 Schedule 8.19 

Closing Date Marketing Agreements 

None 







 Schedule 8.20 

Closing Date Hedging Agreements 

[See Attached.] 







 Existing Hedge Agreements 

Existing Agreements: 
 1. ISDA Master Agreement,
dated as of December 21, 2011, by and between JPMorgan Chase Bank, N.A. and Samson Investment Company. 
 2. ISDA Master Agreement,
dated as of December 21, 2011, by and between Bank of Montreal and Samson Investment Company. 
 3. ISDA Master Agreement, dated as of
December 21, 2011, by and between Wells Fargo Bank, N.A. and Samson Investment Company. 
 4. ISDA Master Agreement, dated as of
January 25, 2012, by and between Barclays Bank PLC and Samson Investment Company. 
 5. ISDA Master Agreement, dated as of May 16,
2012, by and between Compass Bank and Samson Investment Company. 
 6. ISDA Master Agreement, dated as of December 21, 2011, by and
between Bank of America, N.A. and Samson Investment Company. 
 7. ISDA Master Agreement, dated as of January 19, 2012, by and between
Citibank, N.A. and Samson Investment Company. 
 8. ISDA Master Agreement, dated as of December 21, 2011, by and between Credit Suisse
Energy LLC and Samson Investment Company. 
 9. ISDA Master Agreement, dated as of January 13, 2012, by and between J. Aron &
Company and Samson Investment Company. 
 10. ISDA Master Agreement, dated as of December 21, 2011, by and between Royal Bank of Canada
and Samson Investment Company. 
 11. ISDA Master Agreement, dated as of December 22, 2011, by and between The Toronto-Dominion Bank and
Samson Investment Company. 
 12. ISDA Master Agreement, dated as of March 22, 2012, by and between Morgan Stanley Capital Group Inc.
and Samson Investment Company. 
 Existing Trades: See Attached 







 EXHIBIT          

OPEN FINANCIAL HEDGE POSITIONS (CLOSE OF BUSINESS) 

September 24, 2012 
  

													
	 Counterparty
Confirmation

No.
	  	 Contract

Period
	  	 Transaction

Date
	  	 Counterparty
	  	 Volume

Sold(Bought)
	  	Contract
Transaction
Price	 
	 BASIS SWAPS (MMBtu/d)
	   

	 COLORADO INTERSTATE GAS CO. - RM
	   

	 274612
	  	Cal 13	  	01/10/12	  	Bank of Montreal	  	10,000	  	($	0.2300	) 
	 274978
	  	Feb 12 - Dec 12	  	01/11/12	  	Bank of Montreal	  	10,000	  	($	0.1900	) 
	 PANHANDLE EASTERN PIPE LINE CO. - TEXAS, OKLAHOMA (MAINLINE)
	   

	 274599
	  	Feb 12 - Dec 12	  	01/10/12	  	Bank of Montreal	  	10,000	  	($	0.1500	) 
	 274603
	  	Cal 13	  	01/10/12	  	Bank of Montreal	  	10,000	  	($	0.1900	) 
	 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
	   

	 274595
	  	Cal 13	  	01/10/12	  	Bank of Montreal	  	10,000	  	($	0.1850	) 
	 274596
	  	Cal 13	  	01/10/12	  	Bank of Montreal	  	10,000	  	($	0.1800	) 
	 274598
	  	Feb 12 - Dec 12	  	01/10/12	  	Bank of Montreal	  	10,000	  	($	0.1400	) 
	 274597
	  	Feb 12 - Dec 12	  	01/10/12	  	Bank of Montreal	  	10,000	  	($	0.1300	) 
	 HH_5869708,0
	  	Cal 12	  	12/20/11	  	JP Morgan	  	10,000	  	($	0.2300	) 
	 226662
	  	Cal 12	  	12/20/11	  	JP Morgan	  	10,000	  	($	0.7100	) 
	 COLUMBIA GULF TRANSMISSION CO. - MAINLINE
	   

	 HOUSTON SHIP CHANNEL
	   

	 230901
	  	Apr 12 - Oct 12	  	06/27/11	  	Bank of Montreal	  	10,000	  	($	0.0475	) 
	 3128352
	  	Apr 12 - Oct 12	  	12/20/11	  	JP Morgan	  	10,000	  	($	0.0600	) 
	 NATURAL GAS PIPELINE CO. - TEXOK
	   

	 274594
	  	Cal 13	  	01/10/12	  	Bank of Montreal	  	5,000	  	($	0.1050	) 
	 274593
	  	Feb 12 - Dec 12	  	01/10/12	  	Bank of Montreal	  	10,000	  	($	0.0850	) 
	 NATURAL GAS NYMEX SWAPS (MMBtu/d)
	   

	 12096254
	  	Feb 12 - Dec 12	  	01/17/12	  	Bank of America	  	10,000	  	$	2.7600	  
	 12117948
	  	Cal 13	  	01/18/12	  	Bank of America	  	12,500	  	$	3.5100	  
	 12119942
	  	Cal 13	  	01/18/12	  	Bank of America	  	10,000	  	$	3.5200	  
	 12117741
	  	Feb 12 - Dec 12	  	01/18/12	  	Bank of America	  	10,000	  	$	2.7850	  
	 12286612
	  	Cal 13	  	01/23/12	  	Bank of America	  	5,000	  	$	3.5800	  
	 12584691
	  	Mar 12 - Dec 17	  	02/15/12	  	Bank of America	  	10,955	  	$	3.9000	  
	 12602326
	  	Mar 12 - Dec 17	  	02/16/12	  	Bank of America	  	10,955	  	$	3.9350	  
	 275825
	  	Cal 13	  	01/17/12	  	Bank of Montreal	  	20,000	  	$	3.5200	  
	 275838
	  	Feb 12 - Dec 12	  	01/17/12	  	Bank of Montreal	  	10,000	  	$	2.7500	  
	 275956
	  	Cal 13	  	01/18/12	  	Bank of Montreal	  	10,000	  	$	3.5020	  
	 275969
	  	Feb 12 - Dec 12	  	01/18/12	  	Bank of Montreal	  	10,000	  	$	2.7600	  
	 275955
	  	Feb 12 - Dec 12	  	01/18/12	  	Bank of Montreal	  	10,000	  	$	2.7800	  
	 276607
	  	Cal 13	  	01/23/12	  	Bank of Montreal	  	10,000	  	$	3.5600	  
	 276608
	  	Feb 12 - Dec 12	  	01/23/12	  	Bank of Montreal	  	10,000	  	$	2.8800	  
	 183512
	  	Cal 12	  	08/03/10	  	Bank of Montreal	  	5,000	  	$	5.6681	  
	 194426
	  	Dec 12	  	10/08/10	  	Bank of Montreal	  	10,000	  	$	5.6000	  
	 194427
	  	Nov 12	  	10/08/10	  	Bank of Montreal	  	10,000	  	$	5.3700	  
	 199053
	  	Cal 12	  	11/08/10	  	Bank of Montreal	  	10,000	  	$	5.1985	  
	 199432
	  	Cal 12	  	11/09/10	  	Bank of Montreal	  	10,000	  	$	5.2502	  
	 12060126
	  	Cal 13	  	01/12/12	  	Bank of America	  	20,000	  	$	3.7025	  
	 10763811
	  	Cal 13	  	01/23/12	  	Citi	  	10,000	  	$	3.5650	  
	 11065641
	  	Mar 12 - Dec 17	  	02/16/12	  	Citi	  	10,955	  	$	3.9250	  
	 36086231
	  	Cal 13	  	01/17/12	  	Credit Suisse	  	20,000	  	$	3.5250	  
	 36086221
	  	Feb 12 - Dec 12	  	01/17/12	  	Credit Suisse	  	10,000	  	$	2.7500	  


  
 Page 1 of 5 









 EXHIBIT          

OPEN FINANCIAL HEDGE POSITIONS (CLOSE OF BUSINESS) 

September 24, 2012 
  


															
	 Counterparty
Confirmation

No.
	  	 Contract

Period
	  	 Transaction

Date
	  	 Counterparty
	  	Volume
Sold(Bought)	 	 	Contract
Transaction
Price	 
	 36089352
	  	Cal 13	  	01/18/12	  	Credit Suisse	  	 	20,000	  	 	$	3.5100	  
	 36089341
	  	Feb 12 - Dec 12	  	01/18/12	  	Credit Suisse	  	 	10,000	  	 	$	2.7700	  
	 36115451
	  	Cal 13	  	01/23/12	  	Credit Suisse	  	 	10,000	  	 	$	3.5700	  
	 36114071
	  	Feb 12 - Dec 12	  	01/23/12	  	Credit Suisse	  	 	10,000	  	 	$	2.8675	  
	 168993356511
	  	Cal 13	  	01/17/12	  	Goldman Sachs	  	 	10,000	  	 	$	3.5300	  
	 169118911211
	  	Mar 12 - Dec 17	  	02/16/12	  	Goldman Sachs	  	 	10,955	  	 	$	3.9300	  
	 35895942
	  	Cal 12	  	07/27/10	  	JP Morgan	  	 	10,000	  	 	$	5.6634	  
	 35980864
	  	Cal 12	  	08/03/10	  	JP Morgan	  	 	10,000	  	 	$	5.6734	  
	 36736341
	  	Apr 12 - Oct 12	  	10/04/10	  	JP Morgan	  	 	10,000	  	 	$	5.1300	  
	 36742626
	  	Apr 12 - Oct 12	  	10/05/10	  	JP Morgan	  	 	10,000	  	 	$	5.1500	  
	 43879606
	  	Jan 12 - Dec 16	  	12/13/11	  	JP Morgan	  	 	28,264	  	 	$	4.2180	  
	 43962253
	  	Cal 12	  	12/20/11	  	JP Morgan	  	 	5,000	  	 	$	5.6634	  
	 43962263
	  	Cal 12	  	12/20/11	  	JP Morgan	  	 	10,000	  	 	$	5.2235	  
	 43962255
	  	Cal 12	  	12/20/11	  	JP Morgan	  	 	10,000	  	 	$	5.1935	  
	 43962257
	  	Cal 12	  	12/20/11	  	JP Morgan	  	 	10,000	  	 	$	5.2185	  
	 43962507
	  	Dec 12	  	12/20/11	  	JP Morgan	  	 	10,000	  	 	$	5.5900	  
	 43990457
	  	Jan 12 - Dec 16	  	12/21/11	  	JP Morgan	  	 	28,264	  	 	$	4.2110	  
	 308456
	  	Cal 13	  	01/12/12	  	TD Securities	  	 	20,000	  	 	$	3.7000	  
	 308876
	  	Cal 13	  	01/17/12	  	TD Securities	  	 	10,000	  	 	$	3.5250	  
	 308875
	  	Feb 12 - Dec 12	  	01/17/12	  	TD Securities	  	 	20,000	  	 	$	2.7600	  
	 309627
	  	Feb 12 - Dec 12	  	01/23/12	  	TD Securities	  	 	10,000	  	 	$	2.8950	  
	 N2902892
	  	Cal 13	  	01/17/12	  	Wells Fargo	  	 	10,000	  	 	$	3.5200	  
	 N2902888
	  	Feb 12 - Dec 12	  	01/17/12	  	Wells Fargo	  	 	20,000	  	 	$	2.7500	  
	 N2905834
	  	Cal 13	  	01/18/12	  	Wells Fargo	  	 	10,000	  	 	$	3.5000	  
	 N2905833
	  	Feb 12 - Dec 12	  	01/18/12	  	Wells Fargo	  	 	10,000	  	 	$	2.7600	  
	 N2912750
	  	Feb 12 - Dec 12	  	01/23/12	  	Wells Fargo	  	 	10,000	  	 	$	2.8900	  
	 N1701983
	  	Cal 12	  	11/08/10	  	Wells Fargo	  	 	10,000	  	 	$	5.1912	  
	 F13502252
	  	Jul 12 - Dec 12	  	06/18/12	  	Morgan Stanley	  	 	10,000	  	 	$	2.7900	  
	 F13502278
	  	Jul 12 - Dec 12	  	06/18/12	  	Morgan Stanley	  	 	10,000	  	 	$	2.8000	  
	 328957
	  	Jul 12 - Dec 12	  	06/18/12	  	TD Securities	  	 	5,000	  	 	$	2.7900	  
	 328956
	  	Jul 12 - Dec 12	  	06/18/12	  	TD Securities	  	 	10,000	  	 	$	2.8000	  
	 CRUDE OIL CALENDAR MONTH AVERAGE SWAPS (Bbls/d)
	   

	 13903715
	  	Cal 13	  	05/17/12	  	Bank of America	  	 	1,000	  	 	$	93.6000	  
	 13895416
	  	Cal 14	  	05/17/12	  	Bank of America	  	 	1,000	  	 	$	90.0000	  
	 204823
	  	Cal 12	  	01/03/11	  	Bank of Montreal	  	 	500	  	 	$	94.0100	  
	 208182
	  	Cal 13	  	01/26/11	  	Bank of Montreal	  	 	500	  	 	$	95.5700	  
	 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	  
	 172985
	  	Cal 13	  	05/11/10	  	Bank of Montreal	  	 	1,000	  	 	$	90.8000	  
	 299999
	  	Cal 13	  	05/17/12	  	Bank of Montreal	  	 	1,000	  	 	$	93.1800	  
	 300001
	  	Cal 13	  	05/17/12	  	Bank of Montreal	  	 	1,000	  	 	$	93.5000	  
	 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	  
	 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	  
	 236779
	  	Cal 14	  	08/05/11	  	Bank of Montreal	  	 	(500	) 	 	$	94.4000	  
	 236777
	  	Cal 14	  	08/05/11	  	Bank of Montreal	  	 	(500	) 	 	$	94.5500	  
	 236787
	  	Cal 15	  	08/05/11	  	Bank of Montreal	  	 	(500	) 	 	$	94.6500	  
	 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	  	10/05/10	  	Bank of Montreal	  	 	1,000	  	 	$	89.0000	  
	 193900
	  	Cal 13	  	10/05/10	  	Bank of Montreal	  	 	500	  	 	$	89.0500	  


  
 Page 2 of 5 









 EXHIBIT          

OPEN FINANCIAL HEDGE POSITIONS (CLOSE OF BUSINESS) 

September 24, 2012 
  


															
	 Counterparty
Confirmation

No.
	  	 Contract

Period
	  	 Transaction

Date
	  	 Counterparty
	  	Volume
Sold(Bought)	 	 	Contract
Transaction
Price	 
	 193901
	  	Cal 13	  	10/05/10	  	Bank of Montreal	  	 	500	  	 	$	89.1500	  
	 193952
	  	Cal 13	  	10/05/10	  	Bank of Montreal	  	 	500	  	 	$	89.6000	  
	 194094
	  	Cal 12	  	10/06/10	  	Bank of Montreal	  	 	500	  	 	$	89.0000	  
	 194810
	  	Cal 14	  	10/13/10	  	Bank of Montreal	  	 	1,000	  	 	$	90.2000	  
	 198357
	  	Cal 13	  	11/04/10	  	Bank of Montreal	  	 	500	  	 	$	90.6500	  
	 198895
	  	Cal 13	  	11/05/10	  	Bank of Montreal	  	 	500	  	 	$	90.9000	  
	 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	  
	 259055
	  	Cal 13	  	11/08/11	  	Bank of Montreal	  	 	1,000	  	 	$	93.4300	  
	 265463
	  	Cal 14	  	11/29/11	  	Bank of Montreal	  	 	1,000	  	 	$	90.4800	  
	 285910
	  	Cal 14	  	11/30/11	  	Bank of Montreal	  	 	500	  	 	$	91.0000	  
	 265782
	  	Cal 14	  	11/30/11	  	Bank of Montreal	  	 	1,000	  	 	$	91.1000	  
	 37806240
	  	Cal 13	  	01/03/11	  	JP Morgan	  	 	1,000	  	 	$	93.0000	  
	 37798683
	  	Cal 13	  	01/03/11	  	JP Morgan	  	 	1,000	  	 	$	93.2000	  
	 37975323
	  	Cal 14	  	01/12/11	  	JP Morgan	  	 	1,000	  	 	$	94.5200	  
	 37975537
	  	Cal 15	  	01/12/11	  	JP Morgan	  	 	1,000	  	 	$	94.5500	  
	 38201808
	  	Cal 13	  	01/26/11	  	JP Morgan	  	 	500	  	 	$	95.5000	  
	 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	  
	 34874001
	  	Cal 13	  	05/06/10	  	JP Morgan	  	 	1,000	  	 	$	90.8000	  
	 34875094
	  	Cal 13	  	05/06/10	  	JP Morgan	  	 	1,000	  	 	$	91.0000	  
	 41502512
	  	Cal 14	  	08/05/11	  	JP Morgan	  	 	(500	) 	 	$	94.5500	  
	 41506371
	  	Cal 15	  	08/05/11	  	JP Morgan	  	 	(500	) 	 	$	94.4000	  
	 41503633
	  	Cal 15	  	08/05/11	  	JP Morgan	  	 	(500	) 	 	$	94.6500	  
	 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	  	10/01/10	  	JP Morgan	  	 	500	  	 	$	89.0500	  
	 36756907
	  	Cal 12	  	10/05/10	  	JP Morgan	  	 	500	  	 	$	88.9000	  
	 36750014
	  	Cal 13	  	10/05/10	  	JP Morgan	  	 	500	  	 	$	89.0600	  
	 36756108
	  	Cal 13	  	10/05/10	  	JP Morgan	  	 	500	  	 	$	89.6500	  
	 36755655
	  	Cal 13	  	10/05/10	  	JP Morgan	  	 	500	  	 	$	89.7000	  
	 36756820
	  	Cal 14	  	10/05/10	  	JP Morgan	  	 	500	  	 	$	90.2500	  
	 36769330
	  	Cal 14	  	10/06/10	  	JP Morgan	  	 	500	  	 	$	90.3500	  
	 36867762
	  	Cal 15	  	10/13/10	  	JP Morgan	  	 	1,000	  	 	$	91.1500	  
	 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	  
	 37172114
	  	Cal 15	  	11/05/10	  	JP Morgan	  	 	500	  	 	$	91.3000	  
	 37171986
	  	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	  
	 43254956
	  	Cal 13	  	11/08/11	  	JP Morgan	  	 	1,000	  	 	$	92.9500	  
	 43247985
	  	Cal 13	  	11/08/11	  	JP Morgan	  	 	1,000	  	 	$	93.3500	  
	 43247003
	  	Cal 13	  	11/08/11	  	JP Morgan	  	 	1,000	  	 	$	93.5500	  
	 43676438
	  	Cal 14	  	11/29/11	  	JP Morgan	  	 	1,000	  	 	$	90.7000	  
	 43692371
	  	Cal 14	  	11/30/11	  	JP Morgan	  	 	1,000	  	 	$	91.0200	  
	 43691369
	  	Cal 14	  	11/30/11	  	JP Morgan	  	 	1,000	  	 	$	91.0500	  
	 43691340
	  	Cal 14	  	11/30/11	  	JP Morgan	  	 	1,000	  	 	$	91.2400	  
	 43962252
	  	Cal 12	  	12/20/11	  	JP Morgan	  	 	(1,000	) 	 	$	90.3000	  
	 43962251
	  	Cal 12	  	12/20/11	  	JP Morgan	  	 	(500	) 	 	$	91.0000	  
	 43962436
	  	Cal 12	  	12/20/11	  	JP Morgan	  	 	(500	) 	 	$	88.5000	  


  
 Page 3 of 5 









 EXHIBIT          

OPEN FINANCIAL HEDGE POSITIONS (CLOSE OF BUSINESS) 

September 24, 2012 
  


															
	 Counterparty
Confirmation

No.
	  	 Contract

Period
	  	 Transaction

Date
	  	 Counterparty
	  	Volume
Sold(Bought)	 	 	Contract
Transaction
Price	 
	 43962222
	  	Cal 12	  	12/20/11	  	JP Morgan	  	 	1,000	  	 	$	89.9000	  
	 43962223
	  	Cal 12	  	12/20/11	  	JP Morgan	  	 	500	  	 	$	91.0500	  
	 43962220
	  	Cal 12	  	12/20/11	  	JP Morgan	  	 	1,000	  	 	$	84.8000	  
	 43962431
	  	Cal 12	  	12/20/11	  	JP Morgan	  	 	500	  	 	$	94.1000	  
	 43962248
	  	Cal 13	  	12/20/11	  	JP Morgan	  	 	500	  	 	$	89.0500	  
	 43962250
	  	Cal 13	  	12/20/11	  	JP Morgan	  	 	500	  	 	$	90.9000	  
	 43962506
	  	Cal 13	  	12/20/11	  	JP Morgan	  	 	500	  	 	$	90.6000	  
	 43962437
	  	Cal 14	  	12/20/11	  	JP Morgan	  	 	(500	) 	 	$	93.3000	  
	 43962505
	  	Cal 14	  	12/20/11	  	JP Morgan	  	 	500	  	 	$	90.1500	  
	 T859829311
	  	Cal 14	  	05/17/12	  	Morgan Stanley	  	 	1,000	  	 	$	90.0000	  
	 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	  
	 N2802862
	  	Cal 14	  	11/30/11	  	Wells Fargo	  	 	500	  	 	$	91.0500	  
	 N2802822
	  	Cal 14	  	11/30/11	  	Wells Fargo	  	 	500	  	 	$	91.1500	  
	 T87616768
	  	Cal 14	  	07/19/12	  	Morgan Stanley	  	 	500	  	 	$	90.0500	  
	 14559929
	  	Cal 14	  	07/19/12	  	Bank of America	  	 	2,000	  	 	$	90.0500	  
	 321361
	  	Cal 14	  	07/19/12	  	Bank of Montreal	  	 	500	  	 	$	90.1000	  
	 322351
	  	Cal 13	  	07/23/12	  	Bank of Montreal	  	 	1,000	  	 	$	90.5600	  
	 1696601983 1 1
	  	Cal 13	  	07/23/12	  	Goldman Sachs	  	 	1,000	  	 	$	90.5000	  
	 322778
	  	Aug 12 - Dec 12	  	07/25/12	  	Bank of Montreal	  	 	1,000	  	 	$	89.0000	  
	 47734484
	  	Aug 12 - Dec 12	  	07/25/12	  	JP Morgan	  	 	1,000	  	 	$	89.2000	  
	 NATURAL GAS LIQUIDS SWAPS (gallons/d)
	   

	 Ethane MB Swap
	   

	 N2898082
	  	Cal 13	  	01/12/12	  	Wells Fargo	  	 	10,500	  	 	$	0.55240	  
	 N3066733
	  	Cal 13	  	04/05/12	  	Wells Fargo	  	 	10,500	  	 	$	0.41750	  
	 N3066732
	  	May 12 - Dec 12	  	04/05/12	  	Wells Fargo	  	 	10,500	  	 	$	0.45750	  
	 N3080506
	  	Cal13	  	04/17/12	  	Wells Fargo	  	 	10,500	  	 	$	0.44000	  
	 N3080384
	  	May 12 - Dec 12	  	04/17/12	  	Wells Fargo	  	 	10,500	  	 	$	0.49000	  
	 14445291
	  	Aug 12 - Dec 12	  	07/05/12	  	Bank of America	  	 	10,500	  	 	$	0.31250	  
	 1696234874 1 1
	  	Aug 12 - Dec 12	  	07/05/12	  	Goldman Sachs	  	 	10,500	  	 	$	0.30750	  
	 1696233609 1 1
	  	Aug 12 - Dec 12	  	07/05/12	  	Goldman Sachs	  	 	10,500	  	 	$	0.31250	  
	 N3269196
	  	Aug 12 - Dec 12	  	07/05/12	  	Wells Fargo	  	 	10,500	  	 	$	0.30750	  
	 N3269129
	  	Cal 13	  	07/05/12	  	Wells Fargo	  	 	10,500	  	 	$	0.33160	  
	 N3269179
	  	Cal 13	  	07/05/12	  	Wells Fargo	  	 	10,500	  	 	$	0.33160	  
	 Ethane Conway Swap
	   

	 168994555711
	  	Jul 12 - Sep 12	  	01/17/12	  	Goldman Sachs	  	 	10,500	  	 	$	0.29330	  
	 16899455701 1
	  	Oct 12 - Dec 12	  	01/17/12	  	Goldman Sachs	  	 	10,500	  	 	$	0.31110	  
	 Propane MB Swap
	   

	 73822701311
	  	Cal 13	  	04/05/12	  	Goldman Sachs	  	 	10,500	  	 	$	1.25000	  
	 73822701711
	  	May 12 - Dec 12	  	04/05/12	  	Goldman Sachs	  	 	10,500	  	 	$	1.22000	  
	 N2902897
	  	Cal 13	  	01/17/12	  	Wells Fargo	  	 	10,500	  	 	$	1.24730	  
	 N3066748
	  	May 12 - Dec 12	  	04/05/12	  	Wells Fargo	  	 	10,500	  	 	$	1.21500	  
	 1696234978 1 1
	  	Aug 12 - Dec 12	  	07/05/12	  	Goldman Sachs	  	 	8,400	  	 	$	0.82000	  
	 1696233626 1 1
	  	Aug 12 - Dec 12	  	07/05/12	  	Goldman Sachs	  	 	10,500	  	 	$	0.82250	  
	 1696233658 1 1
	  	Cal 13	  	07/05/12	  	Goldman Sachs	  	 	10,500	  	 	$	0.84500	  
	 Propane Conway Swap
	   

	 N3066750
	  	Cal 13	  	04/05/12	  	Wells Fargo	  	 	10,500	  	 	$	1.10500	  
	 N3066749
	  	May 12 - Dec 12	  	04/05/12	  	Wells Fargo	  	 	10,500	  	 	$	1.00150	  
	 N3269163
	  	Aug 12 - Dec 12	  	07/05/12	  	Wells Fargo	  	 	14,700	  	 	$	0.62020	  
	 N3269144
	  	Aug 12 - Dec 12	  	07/05/12	  	Wells Fargo	  	 	10,500	  	 	$	0.62270	  
	 N3269149
	  	Cal 13	  	07/05/12	  	Wells Fargo	  	 	16,800	  	 	$	0.70290	  


  
 Page 4 of 5 









 EXHIBIT          

OPEN FINANCIAL HEDGE POSITIONS (CLOSE OF BUSINESS) 

September 24, 2012 
  


													
	 Counterparty
Confirmation

No.
	  	 Contract

Period
	  	 Transaction

Date
	  	 Counterparty
	  	 Volume

Sold(Bought)
	  	Contract
Transaction
Price	 
	 Nat. Gasoline MB Swap
	   

	 N2892501
	  	Cal 13	  	01/10/12	  	Wells Fargo	  	10,500	  	$	2.16110	  
	 N2892499
	  	Feb 12 - Dec 12	  	01/10/12	  	Wells Fargo	  	10,500	  	$	2.28550	  
	 Nat Gasoline Conway Swap
	   

	 N2892528
	  	Cal 13	  	01/10/12	  	Wells Fargo	  	10,500	  	$	2.04360	  
	 N2892526
	  	Feb 12 - Dec 12	  	01/10/12	  	Wells Fargo	  	10,500	  	$	2.15750	  


  
 Page 5 of 5 








 Samson Investment Company 

Mark to Market Information 

6/30/2012 
  

																	
	 Transaction

Confirmation

Received
	  	 Contract
Month
	  	 Transacting
Company
	  	Contract
Transaction
Basis	 	 	 Monthly
Volume
Sold(Bought)
	  	 Swap
	  	SIC
6/30/2012
MTM	 
	 JP(12/20/11Cal12bParibasNovate)
	  	Jul-12	  	JP Morgan	  	$	90.3000	  	 	(31,000)	  	Oil Swaps	  	 	(161,253	) 
	 BMO(05/14/08Cal12)1
	  	Jul-12	  	Bank of Montreal	  	($	0.6300	) 	 	310,000	  	PEPL Basis	  	 	(148,787	) 
	 BMO(05/14/08Cal12)2
	  	Jul-12	  	Bank of Montreal	  	($	0.6250	) 	 	310,000	  	PEPL Basis	  	 	(147,237	) 
	 BMO(05/15/08Cal12)
	  	Jul-12	  	Bank of Montreal	  	($	0.6250	) 	 	310,000	  	PEPL Basis	  	 	(147,237	) 
	 BMO(08/05/12Cal12b)
	  	Jul-12	  	Bank of Montreal	  	$	89.6000	  	 	(31,000)	  	Oil Swaps	  	 	(139,560	) 
	 JP(12/20/11Cal12ParibasNovate)
	  	Jul-12	  	JP Morgan	  	($	0.7100	) 	 	310,000	  	SJ Basis	  	 	(136,388	) 
	 JP(12/20/11Cal12bParibasNovate)2
	  	Jul-12	  	JP Morgan	  	$	91.0000	  	 	(15,500)	  	Oil Swaps	  	 	(91,473	) 
	 BMO(08/08/11Cal12b)2
	  	Jul-12	  	Bank of Montreal	  	$	88.6000	  	 	(15,500)	  	Oil Swaps	  	 	(54,285	) 
	 JP(12/20/11Cal12bSCNovate)
	  	Jul-12	  	JP Morgan	  	$	88.5000	  	 	(15,500)	  	Oil Swaps	  	 	(52,735	) 
	 BMO(08/08/11Cal12b)
	  	Jul-12	  	Bank of Montreal	  	$	86.6000	  	 	(31,000)	  	Oil Swaps	  	 	(46,589	) 
	 JP(12/20/11ApOct12ParibasNovate)
	  	Jul-12	  	JP Morgan	  	($	0.0600	) 	 	310,000	  	HSC Basis	  	 	(20,923	) 
	 BMO(6/27/11ApOct12)
	  	Jul-12	  	Bank of Montreal	  	($	0.0475	) 	 	310,000	  	HSC Basis	  	 	(17,049	) 
	 WF(01/17/12FebDec12)
	  	Jul-12	  	Wells Fargo	  	$	2.7500	  	 	620,000	  	Gas Swap	  	 	(14,880	) 
	 JP(12/20/11Cal12ParibasNovate)3
	  	Jul-12	  	JP Morgan	  	$	84.8000	  	 	31,000	  	Oil Swaps	  	 	(9,194	) 
	 TD(01/17/12FebDec12)
	  	Jul-12	  	TD Securities	  	$	2.7600	  	 	620,000	  	Gas Swap	  	 	(8,680	) 
	 BMO(01/17/12FebDec12)
	  	Jul-12	  	Bank of Montreal	  	$	2.7500	  	 	310,000	  	Gas Swap	  	 	(7,440	) 
	 CS(01/17/12FebDec12)
	  	Jul-12	  	Credit Suisse	  	$	2.7500	  	 	310,000	  	Gas Swap	  	 	(7,440	) 
	 BMO(03/29/10Cal12)
	  	Jul-12	  	Bank of Montreal	  	$	84.9500	  	 	31,000	  	Oil Swaps	  	 	(4,545	) 
	 BA(01/17/12FebDec12)
	  	Jul-12	  	Bank of America	  	$	2.7600	  	 	310,000	  	Gas Swap	  	 	(4,340	) 
	 BMO(01/18/12FebDec12)
	  	Jul-12	  	Bank of Montreal	  	$	2.7600	  	 	310,000	  	Gas Swap	  	 	(4,340	) 
	 WF( 01/18/12FebDec12)
	  	Jul-12	  	Wells Fargo	  	$	2.7600	  	 	310,000	  	Gas Swap	  	 	(4,340	) 
	 CS(01/18/12FebDec12)
	  	Jul-12	  	Credit Suisse	  	$	2.7700	  	 	310,000	  	Gas Swap	  	 	(1,240	) 
	 BMO(01/10/12FebDec12)
	  	Jul-12	  	Bank of Montreal	  	($	0.1500	) 	 	310,000	  	PEPL Basis	  	 	0	  
	 BMO(01/10/12FebDec12)
	  	Jul-12	  	Bank of Montreal	  	($	0.0850	) 	 	310,000	  	NGPL TXOK Basis	  	 	1,550	  
	 BMO(01/18/12FebDec12)2
	  	Jul-12	  	Bank of Montreal	  	$	2.7800	  	 	310,000	  	Gas Swap	  	 	1,860	  
	 TD(06/18/12Jul-Dec12)
	  	Jul-12	  	TD Securities	  	$	2.7900	  	 	155,000	  	Gas Swap	  	 	2,480	  
	 BA(01/18/12FebDec12)
	  	Jul-12	  	Bank of America	  	$	2.7850	  	 	310,000	  	Gas Swap	  	 	3,410	  
	 MS(06/18/12Jul-Dec12)
	  	Jul-12	  	Morgan Stanley	  	$	2.7900	  	 	310,000	  	Gas Swap	  	 	4,960	  
	 MS(06/18/12Jul-Dec12)2
	  	Jul-12	  	Morgan Stanley	  	$	2.8000	  	 	310,000	  	Gas Swap	  	 	8,060	  
	 TD(06/18/12Jul-Dec12)2
	  	Jul-12	  	TD Securities	  	$	2.8000	  	 	310,000	  	Gas Swap	  	 	8,060	  
	 JP(12/20/11Cal12MacqNovate)
	  	Jul-12	  	JP Morgan	  	($	0.2300	) 	 	310,000	  	SJ Basis	  	 	12,399	  
	 BMO(08/02/10Cal12)
	  	Jul-12	  	Bank of Montreal	  	$	86.6000	  	 	15,500	  	Oil Swaps	  	 	23,294	  
	 CS(01/23/12FebDec12)
	  	Jul-12	  	Credit Suisse	  	$	2.8675	  	 	310,000	  	Gas Swap	  	 	28,985	  
	 BMO(01/23/12FebDec12)
	  	Jul-12	  	Bank of Montreal	  	$	2.8800	  	 	310,000	  	Gas Swap	  	 	32,860	  
	 WF(01/23/12FebDec12)
	  	Jul-12	  	Wells Fargo	  	$	2.8900	  	 	310,000	  	Gas Swap	  	 	35,960	  
	 TD(01/23/12FebDec12)
	  	Jul-12	  	TD Securities	  	$	2.8950	  	 	310,000	  	Gas Swap	  	 	37,510	  
	 BMO(01/10/12FebDec12)
	  	Jul-12	  	Bank of Montreal	  	($	0.1400	) 	 	310,000	  	SJ Basis	  	 	40,297	  
	 BMO(01/10/12FebDec12)2
	  	Jul-12	  	Bank of Montreal	  	($	0.1300	) 	 	310,000	  	SJ Basis	  	 	43,396	  
	 BMO(08/04/10Cal12)
	  	Jul-12	  	Bank of Montreal	  	$	88.0000	  	 	15,500	  	Oil Swaps	  	 	44,988	  
	 BMO(08/04/10Cal12)2
	  	Jul-12	  	Bank of Montreal	  	$	88.0800	  	 	15,500	  	Oil Swaps	  	 	46,227	  
	 BMO(01/11/12FebDec12)
	  	Jul-12	  	Bank of Montreal	  	($	0.1900	) 	 	310,000	  	CIG Basis	  	 	46,496	  
	 WF(04/05/12MayDec12)
	  	Jul-12	  	Wells Fargo	  	$	0.4575	  	 	325,500	  	Ethane (C2) - MB	  	 	48,810	  
	 JP(10/05/10Cal12)
	  	Jul-12	  	JP Morgan	  	$	88.9000	  	 	15,500	  	Oil Swaps	  	 	58,933	  
	 WF(04/17/12MayDec12)
	  	Jul-12	  	Wells Fargo	  	$	0.4900	  	 	325,500	  	Ethane (C2) - MB	  	 	59,385	  
	 BMO(10/06/05Cal12)
	  	Jul-12	  	Bank of Montreal	  	$	89.0000	  	 	15,500	  	Oil Swaps	  	 	60,483	  
	 GS(01/17/12JuISep12)
	  	Jul-12	  	Goldman Sachs	  	$	0.2933	  	 	325,500	  	Ethane (C2) - Conway	  	 	73,475	  
	 JP(12/20/11Cal12ParibasNovate)2
	  	Jul-12	  	JP Morgan	  	$	91.0500	  	 	15,500	  	Oil Swaps	  	 	92,248	  
	 BMO(04/15/10Cal12)
	  	Jul-12	  	Bank of Montreal	  	$	92.2500	  	 	15,500	  	Oil Swaps	  	 	110,842	  
	 BMO(10/05/10Cal12)
	  	Jul-12	  	Bank of Montreal	  	$	89.0000	  	 	31,000	  	Oil Swaps	  	 	120,966	  
	 WF(01/10/12FebDec12)
	  	Jul-12	  	Wells Fargo	  	$	2.1492	  	 	325,500	  	Natural Gasoline (C5+) - Conway	  	 	125,018	  
	 WF(04/05/12MayDec12)
	  	Jul-12	  	Wells Fargo	  	$	1.2150	  	 	325,500	  	Propane (C3) - MB	  	 	127,718	  
	 GS(04/05/12MayDec12)
	  	Jul-12	  	Goldman Sachs	  	$	1.2200	  	 	325,500	  	Propane (C3) - MB	  	 	129,345	  
	 BMO(04/29/10Cal12)
	  	Jul-12	  	Bank of Montreal	  	$	93.5000	  	 	15,500	  	Oil Swaps	  	 	130,211	  
	 WF(04/05/12MayDec12)
	  	Jul-12	  	Wells Fargo	  	$	1.0015	  	 	325,500	  	Propane (C3) - Conway	  	 	135,528	  
	 JP(04/05/10Cal12)
	  	Jul-12	  	JP Morgan	  	$	89.5000	  	 	31,000	  	Oil Swaps	  	 	136,461	  
	 BMO(05/10/10Cal12)
	  	Jul-12	  	Bank of Montreal	  	$	89.5500	  	 	31,000	  	Oil Swaps	  	 	138,011	  
	 JP(05/06/10Cal12)
	  	Jul-12	  	JP Morgan	  	$	89.5500	  	 	31,000	  	Oil Swaps	  	 	138,011	  
	 BMO(01/03/11 Cal12)
	  	Jul-12	  	Bank of Montreal	  	$	94.0100	  	 	15,500	  	Oil Swaps	  	 	138,114	  
	 JP(12/20/11Cal12SCNovate)
	  	Jul-12	  	JP Morgan	  	$	94.1000	  	 	15,500	  	Oil Swaps	  	 	139,508	  
	 JP(12/20/11Cal12ParibasNovate)
	  	Jul-12	  	JP Morgan	  	$	89.9000	  	 	31,000	  	Oil Swaps	  	 	148,857	  
	 JP(05/06/10Cal12)2
	  	Jul-12	  	JP Morgan	  	$	90.0000	  	 	31,000	  	Oil Swaps	  	 	151,956	  
	 WF(01/10/12FebDec12)
	  	Jul-12	  	Wells Fargo	  	$	2.2839	  	 	325,500	  	Natural Gasoline (C5+) - MB	  	 	172,103	  
	 BMO(11/08/11Cal12)
	  	Jul-12	  	Bank of Montreal	  	$	95.0000	  	 	31,000	  	Oil Swaps	  	 	306,908	  
	 BMO(11/08/11Cal12)2
	  	Jul-12	  	Bank of Montreal	  	$	95.0200	  	 	31,000	  	Oil Swaps	  	 	307,528	  
	 BMO(11/08/11Cal12)3
	  	Jul-12	  	Bank of Montreal	  	$	95.4000	  	 	31,000	  	Oil Swaps	  	 	319,304	  









 Samson Investment Company 

Mark to Market Information 

6/30/2012 
  


																	
	 Transaction

Confirmation

Received
	  	 Contract
Month
	  	 Transacting
Company
	  	Contract
Transaction
Basis	 	 	 Monthly
Volume
Sold(Bought)
	  	 Swap
	  	SIC
6/30/2012
MTM	 
	 BMO(11/08/11Cal12)4
	  	Jul-12	  	Bank of Montreal	  	$	95.4000	  	 	31,000	  	Oil Swaps	  	 	319,304	  
	 BMO(11/08/11Cal12)5
	  	Jul-12	  	Bank of Montreal	  	$	95.5700	  	 	31,000	  	Oil Swaps	  	 	324,573	  
	 BMO(11/08/11Cal12)6
	  	Jul-12	  	Bank of Montreal	  	$	95.6800	  	 	31,000	  	Oil Swaps	  	 	327,982	  
	 JP(12/20/11Cal12ParibasNovate)
	  	Jul-12	  	JP Morgan	  	$	5.3200	  	 	155,000	  	Gas Swap	  	 	399,125	  
	 BMO(08/03/10Cal12)
	  	Jul-12	  	Bank of Montreal	  	$	5.3350	  	 	155,000	  	Gas Swap	  	 	401,450	  
	 JP(12/20/11Cal12ParibasNovate)3
	  	Jul-12	  	JP Morgan	  	$	4.8550	  	 	310,000	  	Gas Swap	  	 	654,100	  
	 BMO(11/08/10Cal12)
	  	Jul-12	  	Bank of Montreal	  	$	4.8600	  	 	310,000	  	Gas Swap	  	 	655,650	  
	 WF(11/08/10Cal12)
	  	Jul-12	  	Wells Fargo	  	$	4.8600	  	 	310,000	  	Gas Swap	  	 	655,650	  
	 JP(12/20/11Cal12ParibasNovate)4
	  	Jul-12	  	JP Morgan	  	$	4.8800	  	 	310,000	  	Gas Swap	  	 	661,850	  
	 JP(12/20/11Cal12ParibasNovate)2
	  	Jul-12	  	JP Morgan	  	$	4.8850	  	 	310,000	  	Gas Swap	  	 	663,400	  
	 BMO(11/09/10Cal12)
	  	Jul-12	  	Bank of Montreal	  	$	4.9200	  	 	310,000	  	Gas Swap	  	 	674,250	  
	 BA(02/15/12Mar12-Cal17)
	  	Jul-12	  	Bank of America	  	$	3.9000	  	 	620,000	  	Gas Swap	  	 	698,120	  
	 JP(10/04/10ApOct12)
	  	Jul-12	  	JP Morgan	  	$	5.0000	  	 	310,000	  	Gas Swap	  	 	699,050	  
	 JP(10/05/10ApOct12)
	  	Jul-12	  	JP Morgan	  	$	5.0100	  	 	310,000	  	Gas Swap	  	 	702,150	  
	 Citi(02/16/12Mar12-Cal17)
	  	Jul-12	  	Citi	  	$	3.9250	  	 	620,000	  	Gas Swap	  	 	713,620	  
	 GS(02/16/12Mar12-Cal17)
	  	Jul-12	  	Goldman Sachs	  	$	3.9300	  	 	620,000	  	Gas Swap	  	 	716,720	  
	 BA(02/16/12Mar12-Cal17)
	  	Jul-12	  	Bank of America	  	$	3.9350	  	 	620,000	  	Gas Swap	  	 	719,820	  
	 JP(07/27/10Cal12)
	  	Jul-12	  	JP Morgan	  	$	5.2900	  	 	310,000	  	Gas Swap	  	 	788,950	  
	 JP(08/03/10Cal12)
	  	Jul-12	  	JP Morgan	  	$	5.3300	  	 	310,000	  	Gas Swap	  	 	801,350	  
	 JP(12/21/11Cal12-16)
	  	Jul-12	  	JP Morgan	  	$	4.2110	  	 	915,200	  	Gas Swap	  	 	1,315,142	  
	 JP(12/13/11Cal12-16)
	  	Jul-12	  	JP Morgan	  	$	4.2180	  	 	915,200	  	Gas Swap	  	 	1,321,549	  
	 JP(12/20/11Cal12ParibasNovate)
	  	Aug-12	  	JP Morgan	  	($	0.7100	) 	 	310,000	  	SJ Basis	  	 	(176,644	) 
	 BMO(05/14/08Cal12)1
	  	Aug-12	  	Bank of Montreal	  	($	0.6300	) 	 	310,000	  	PEPL Basis	  	 	(162,699	) 
	 BMO(05/14/08Cal12)2
	  	Aug-12	  	Bank of Montreal	  	($	0.6250	) 	 	310,000	  	PEPL Basis	  	 	(161,149	) 
	 BMO(05/15/08Cal12)
	  	Aug-12	  	Bank of Montreal	  	($	0.6250	) 	 	310,000	  	PEPL Basis	  	 	(161,149	) 
	 JP(12/20/11Cal12bParibasNovate)
	  	Aug-12	  	JP Morgan	  	$	90.3000	  	 	(31,000)	  	Oil Swaps	  	 	(148,693	) 
	 BMO(08/05/12Cal12b)
	  	Aug-12	  	Bank of Montreal	  	$	89.6000	  	 	(31,000)	  	Oil Swaps	  	 	(127,008	) 
	 JP(12/20/11Cal12bParibasNovate)2
	  	Aug-12	  	JP Morgan	  	$	91.0000	  	 	(15,500)	  	Oil Swaps	  	 	(85,188	) 
	 BMO(08/08/11Cal12b)2
	  	Aug-12	  	Bank of Montreal	  	$	88.6000	  	 	(15,500)	  	Oil Swaps	  	 	(48,015	) 
	 JP(12/20/11Cal12bSCNovate)
	  	Aug-12	  	JP Morgan	  	$	88.5000	  	 	(15,500)	  	Oil Swaps	  	 	(46,466	) 
	 WF(01/17/12FebDec12)
	  	Aug-12	  	Wells Fargo	  	$	2.7500	  	 	620,000	  	Gas Swap	  	 	(45,867	) 
	 TD(01/17/12FebDec12)
	  	Aug-12	  	TD Securities	  	$	2.7600	  	 	620,000	  	Gas Swap	  	 	(39,669	) 
	 BMO(08/08/11Cal12b)
	  	Aug-12	  	Bank of Montreal	  	$	86.6000	  	 	(31,000)	  	Oil Swaps	  	 	(34,075	) 
	 JP(12/20/11Cal12MacqNovate)
	  	Aug-12	  	JP Morgan	  	($	0.2300	) 	 	310,000	  	SJ Basis	  	 	(27,891	) 
	 BMO(01/17/12FebDec12)
	  	Aug-12	  	Bank of Montreal	  	$	2.7500	  	 	310,000	  	Gas Swap	  	 	(22,934	) 
	 CS(01/17/12FebDec12)
	  	Aug-12	  	Credit Suisse	  	$	2.7500	  	 	310,000	  	Gas Swap	  	 	(22,934	) 
	 JP(12/20/11ApOct12ParibasNovate)
	  	Aug-12	  	JP Morgan	  	($	0.0600	) 	 	310,000	  	HSC Basis	  	 	(21,693	) 
	 JP(12/20/11Cal12ParibasNovate)3
	  	Aug-12	  	JP Morgan	  	$	84.8000	  	 	31,000	  	Oil Swaps	  	 	(21,684	) 
	 BA(01/17/12FebDec12)
	  	Aug-12	  	Bank of America	  	$	2.7600	  	 	310,000	  	Gas Swap	  	 	(19,834	) 
	 BMO(01/18/12FebDec12)
	  	Aug-12	  	Bank of Montreal	  	$	2.7600	  	 	310,000	  	Gas Swap	  	 	(19,834	) 
	 WF(01/18/12FebDec12)
	  	Aug-12	  	Wells Fargo	  	$	2.7600	  	 	310,000	  	Gas Swap	  	 	(19,834	) 
	 BMO(6/27/11ApOct12)
	  	Aug-12	  	Bank of Montreal	  	($	0.0475	) 	 	310,000	  	HSC Basis	  	 	(17,819	) 
	 BMO(01/10/12FebDec12)
	  	Aug-12	  	Bank of Montreal	  	($	0.0850	) 	 	310,000	  	NGPL TXOK Basis	  	 	(17,045	) 
	 BMO(03/29/10Cal12)
	  	Aug-12	  	Bank of Montreal	  	$	84.9500	  	 	31,000	  	Oil Swaps	  	 	(17,038	) 
	 CS(01/18/12FebDec12)
	  	Aug-12	  	Credit Suisse	  	$	2.7700	  	 	310,000	  	Gas Swap	  	 	(16,735	) 
	 BMO(01/10/12FebDec12)
	  	Aug-12	  	Bank of Montreal	  	($	0.1500	) 	 	310,000	  	PEPL Basis	  	 	(13,946	) 
	 BMO(01/18/12FebDec12)2
	  	Aug-12	  	Bank of Montreal	  	$	2.7800	  	 	310,000	  	Gas Swap	  	 	(13,636	) 
	 BA(01/18/12FebDec12)
	  	Aug-12	  	Bank of America	  	$	2.7850	  	 	310,000	  	Gas Swap	  	 	(12,087	) 
	 MS(06/18/12Jul-Dec12)
	  	Aug-12	  	Morgan Stanley	  	$	2.7900	  	 	310,000	  	Gas Swap	  	 	(10,537	) 
	 MS(06/18/12Jul-Dec12)2
	  	Aug-12	  	Morgan Stanley	  	$	2.8000	  	 	310,000	  	Gas Swap	  	 	(7,438	) 
	 TD(06/18/12Jul-Dec12)2
	  	Aug-12	  	TD Securities	  	$	2.8000	  	 	310,000	  	Gas Swap	  	 	(7,438	) 
	 TD(06/18/12Jul-Dec12)
	  	Aug-12	  	TD Securities	  	$	2.7900	  	 	155,000	  	Gas Swap	  	 	(5,269	) 
	 BMO(01/10/12FebDec12)
	  	Aug-12	  	Bank of Montreal	  	($	0.1400	) 	 	310,000	  	SJ Basis	  	 	(0	) 
	 BMO(01/10/12FebDec12)2
	  	Aug-12	  	Bank of Montreal	  	($	0.1300	) 	 	310,000	  	SJ Basis	  	 	3,099	  
	 BMO(01/11/12FebDec12)
	  	Aug-12	  	Bank of Montreal	  	($	0.1900	) 	 	310,000	  	CIG Basis	  	 	7,748	  
	 CS(01/23/12FebDec12)
	  	Aug-12	  	Credit Suisse	  	$	2.8675	  	 	310,000	  	Gas Swap	  	 	13,481	  
	 BMO(08/02/10Cal12)
	  	Aug-12	  	Bank of Montreal	  	$	86.6000	  	 	15,500	  	Oil Swaps	  	 	17,038	  
	 BMO(01/23/12FebDec12)
	  	Aug-12	  	Bank of Montreal	  	$	2.8800	  	 	310,000	  	Gas Swap	  	 	17,355	  
	 WF(01/23/12FebDec12)
	  	Aug-12	  	Wells Fargo	  	$	2.8900	  	 	310,000	  	Gas Swap	  	 	20,454	  
	 TD(01/23/12FebDec12)
	  	Aug-12	  	TD Securities	  	$	2.8950	  	 	310,000	  	Gas Swap	  	 	22,004	  
	 BMO(08/04/10Cal12)
	  	Aug-12	  	Bank of Montreal	  	$	88.0000	  	 	15,500	  	Oil Swaps	  	 	38,722	  
	 BMO(08/04/10Cal12)2
	  	Aug-12	  	Bank of Montreal	  	$	88.0800	  	 	15,500	  	Oil Swaps	  	 	39,961	  
	 WF(04/05/12MayDec12)
	  	Aug-12	  	Wells Fargo	  	$	0.4575	  	 	325,500	  	Ethane (C2) - MB	  	 	46,350	  
	 JP(10/05/10Cal12)
	  	Aug-12	  	JP Morgan	  	$	88.9000	  	 	15,500	  	Oil Swaps	  	 	52,662	  









 Samson Investment Company 

Mark to Market Information 

6/30/2012 
  


																			
	 Transaction

Confirmation

Received
	  	 Contract
Month
	  	 Transacting
Company
	  	Contract
Transaction
Basis	 	 	Monthly
Volume
Sold(Bought)	 	 	 Swap
	  	SIC
6/30/2012
MTM	 
	 BMO(10/06/05Cal12)
	  	Aug-12	  	Bank of Montreal	  	$	89.0000	  	 	 	15,500	  	 	Oil Swaps	  	 	54,211	  
	 WF(04/17/12MayDec12)
	  	Aug-12	  	Wells Fargo	  	$	0.4900	  	 	 	325,500	  	 	Ethane (C2) - MB	  	 	56,921	  
	 GS(01/17/12JulSep12)
	  	Aug-12	  	Goldman Sachs	  	$	0.2933	  	 	 	325,500	  	 	Ethane (C2) - Conway	  	 	69,378	  
	 JP(12/20/11Cal12ParibasNovate)2
	  	Aug-12	  	JP Morgan	  	$	91.0500	  	 	 	15,500	  	 	Oil Swaps	  	 	85,963	  
	 BMO(04/15/10Cal12)
	  	Aug-12	  	Bank of Montreal	  	$	92.2500	  	 	 	15,500	  	 	Oil Swaps	  	 	104,549	  
	 BMO(10/05/10Cal12)
	  	Aug-12	  	Bank of Montreal	  	$	89.0000	  	 	 	31,000	  	 	Oil Swaps	  	 	108,422	  
	 WF(01/10/12FebDec12)
	  	Aug-12	  	Wells Fargo	  	$	2.1492	  	 	 	325,500	  	 	Nat.ural Gasoline (C5+) - Conway	  	 	121,713	  
	 WF(04/05/12MayDec12)
	  	Aug-12	  	Wells Fargo	  	$	1.0015	  	 	 	325,500	  	 	Propane (C3) - Conway	  	 	122,461	  
	 BMO(04/29/10Cal12)
	  	Aug-12	  	Bank of Montreal	  	$	93.5000	  	 	 	15,500	  	 	Oil Swaps	  	 	123,910	  
	 JP(04/05/10Cal12)
	  	Aug-12	  	JP Morgan	  	$	89.5000	  	 	 	31,000	  	 	Oil Swaps	  	 	123,910	  
	 WF(04/05/12MayDec12)
	  	Aug-12	  	Wells Fargo	  	$	1.2150	  	 	 	325,500	  	 	Propane (C3) - MB	  	 	124,819	  
	 BMO(05/10/10Cal12)
	  	Aug-12	  	Bank of Montreal	  	$	89.5500	  	 	 	31,000	  	 	Oil Swaps	  	 	125,459	  
	 JP(05/06/10Cal12)
	  	Aug-12	  	JP Morgan	  	$	89.5500	  	 	 	31,000	  	 	Oil Swaps	  	 	125,459	  
	 GS(04/05/12MayDec12)
	  	Aug-12	  	Goldman Sachs	  	$	1.2200	  	 	 	325,500	  	 	Propane (C3) - MB	  	 	126,446	  
	 BMO(01/03/11Cal12)
	  	Aug-12	  	Bank of Montreal	  	$	94.0100	  	 	 	15,500	  	 	Oil Swaps	  	 	131,810	  
	 JP(12/20/11Cal12SCNovate)
	  	Aug-12	  	JP Morgan	  	$	94.1000	  	 	 	15,500	  	 	Oil Swaps	  	 	133,204	  
	 JP(12/20/11Cal12ParibasNovate)
	  	Aug-12	  	JP Morgan	  	$	89.9000	  	 	 	31,000	  	 	Oil Swaps	  	 	136,301	  
	 JP(05/06/10Cal12)2
	  	Aug-12	  	JP Morgan	  	$	90.0000	  	 	 	31,000	  	 	Oil Swaps	  	 	139,399	  
	 WF(01/10/12FebDec12)
	  	Aug-12	  	Wells Fargo	  	$	2.2839	  	 	 	325,500	  	 	Natural Gasoline (C5+) - MB	  	 	169,592	  
	 BMO(11/08/11Cal12)
	  	Aug-12	  	Bank of Montreal	  	$	95.0000	  	 	 	31,000	  	 	Oil Swaps	  	 	294,287	  
	 BMO(11/08/11Cal12)2
	  	Aug-12	  	Bank of Montreal	  	$	95.0200	  	 	 	31,000	  	 	Oil Swaps	  	 	294,907	  
	 BMO(11/08/11Cal12)3
	  	Aug-12	  	Bank of Montreal	  	$	95.4000	  	 	 	31,000	  	 	Oil Swaps	  	 	306,678	  
	 BMO(11/08/11Cal12)4
	  	Aug-12	  	Bank of Montreal	  	$	95.4000	  	 	 	31,000	  	 	Oil Swaps	  	 	306,678	  
	 BMO(11/08/11Cal12)5
	  	Aug-12	  	Bank of Montreal	  	$	95.5700	  	 	 	31,000	  	 	Oil Swaps	  	 	311,945	  
	 BMO(11/08/11Cal12)6
	  	Aug-12	  	Bank of Montreal	  	$	95.6800	  	 	 	31,000	  	 	Oil Swaps	  	 	315,352	  
	 JP(12/20/11Cal12Paribas Novate)
	  	Aug-12	  	JP Morgan	  	$	5.3600	  	 	 	155,000	  	 	Gas Swap	  	 	392,969	  
	 BMO(08/03/10Cal12)
	  	Aug-12	  	Bank of Montreal	  	$	5.3670	  	 	 	155,000	  	 	Gas Swap	  	 	394,054	  
	 JP(12/20/11Cal12ParibasNovate)3
	  	Aug-12	  	JP Morgan	  	$	4.8950	  	 	 	310,000	  	 	Gas Swap	  	 	641,829	  
	 WF(11/08/10Cal12)
	  	Aug-12	  	Wells Fargo	  	$	4.8980	  	 	 	310,000	  	 	Gas Swap	  	 	642,758	  
	 BMO(11/08/10Cal12)
	  	Aug-12	  	Bank of Montreal	  	$	4.9000	  	 	 	310,000	  	 	Gas Swap	  	 	643,378	  
	 JP(12/20/11Cal12ParibasNovate)4
	  	Aug-12	  	JP Morgan	  	$	4.9200	  	 	 	310,000	  	 	Gas Swap	  	 	649,576	  
	 JP(12/20/11Cal12ParibasNovate)2
	  	Aug-12	  	JP Morgan	  	$	4.9250	  	 	 	310,000	  	 	Gas Swap	  	 	651,126	  
	 BMO(11/09/10Cal12)
	  	Aug-12	  	Bank of Montreal	  	$	4.9600	  	 	 	310,000	  	 	Gas Swap	  	 	661,973	  
	 BA(02/15/12Mar12-Cal17)
	  	Aug-12	  	Bank of America	  	$	3.9000	  	 	 	620,000	  	 	Gas Swap	  	 	666,932	  
	 Citi(02/16/12Mar12-Cal17)
	  	Aug-12	  	Citi	  	$	3.9250	  	 	 	620,000	  	 	Gas Swap	  	 	682,427	  
	 JP(10/04/10ApOct12)
	  	Aug-12	  	JP Morgan	  	$	5.0300	  	 	 	310,000	  	 	Gas Swap	  	 	683,667	  
	 GS(02/16/12Mar12-Cal17)
	  	Aug-12	  	Goldman Sachs	  	$	3.9300	  	 	 	620,000	  	 	Gas Swap	  	 	685,526	  
	 BA(02/16/12Mar12-Cal17)
	  	Aug-12	  	Bank of America	  	$	3.9350	  	 	 	620,000	  	 	Gas Swap	  	 	688,625	  
	 JP(10/05/10ApOct12)
	  	Aug-12	  	JP Morgan	  	$	5.0600	  	 	 	310,000	  	 	Gas Swap	  	 	692,964	  
	 JP(07/27/10Cal12)
	  	Aug-12	  	JP Morgan	  	$	5.3300	  	 	 	310,000	  	 	Gas Swap	  	 	776,641	  
	 JP(08/03/10Cal12)
	  	Aug-12	  	JP Morgan	  	$	5.3700	  	 	 	310,000	  	 	Gas Swap	  	 	789,037	  
	 JP(12/21/11Cal12-16)
	  	Aug-12	  	JP Morgan	  	$	4.2110	  	 	 	891,600	  	 	Gas Swap	  	 	1,236,300	  
	 JP(12/13/11Cal12-16)
	  	Aug-12	  	JP Morgan	  	$	4.2180	  	 	 	891,600	  	 	Gas Swap	  	 	1,242,539	  
	 JP(12/20/11Cal12ParibasNovate)
	  	Sep-12	  	JP Morgan	  	($	0.7100	) 	 	 	300,000	  	 	SJ Basis	  	 	(175,372	) 
	 BMO(05/14/08Cal12)1
	  	Sep-12	  	Bank of Montreal	  	($	0.6300	) 	 	 	300,000	  	 	PEPL Basis	  	 	(151,389	) 
	 BMO(05/14/08Cal12)2
	  	Sep-12	  	Bank of Montreal	  	($	0.6250	) 	 	 	300,000	  	 	PEPL Basis	  	 	(149,890	) 
	 BMO(05/15/08Cal12)
	  	Sep-12	  	Bank of Montreal	  	($	0.6250	) 	 	 	300,000	  	 	PEPL Basis	  	 	(149,890	) 
	 JP(12/20/11Cal12bParibasNovate)
	  	Sep-12	  	JP Morgan	  	$	90.3000	  	 	 	(30,000	) 	 	Oil Swaps	  	 	(131,522	) 
	 BMO(08/05/12Cal12b)
	  	Sep-12	  	Bank of Montreal	  	$	89.6000	  	 	 	(30,000	) 	 	Oil Swaps	  	 	(110,551	) 
	 JP(12/20/11Cal12bParibasNovate)2
	  	Sep-12	  	JP Morgan	  	$	91.0000	  	 	 	(15,000	) 	 	Oil Swaps	  	 	(76,247	) 
	 WF(01/17/12FebDec12)
	  	Sep-12	  	Wells Fargo	  	$	2.7500	  	 	 	600,000	  	 	Gas Swap	  	 	(49,765	) 
	 TD(01/17/12FebDec12)
	  	Sep-12	  	TD Securities	  	$	2.7600	  	 	 	600,000	  	 	Gas Swap	  	 	(43,769	) 
	 BMO(08/08/11Cal12b)2
	  	Sep-12	  	Bank of Montreal	  	$	88.6000	  	 	 	(15,000	) 	 	Oil Swaps	  	 	(40,296	) 
	 JP(12/20/11Cal12bSCNovate)
	  	Sep-12	  	JP Morgan	  	$	88.5000	  	 	 	(15,000	) 	 	Oil Swaps	  	 	(38,798	) 
	 JP(12/20/11Cal12ParibasNovate)3
	  	Sep-12	  	JP Morgan	  	$	84.8000	  	 	 	30,000	  	 	Oil Swaps	  	 	(33,255	) 
	 JP(12/20/11Cal12MacqNovate)
	  	Sep-12	  	JP Morgan	  	($	0.2300	) 	 	 	300,000	  	 	SJ Basis	  	 	(31,477	) 
	 BMO(03/29/10Cal12)
	  	Sep-12	  	Bank of Montreal	  	$	84.9500	  	 	 	30,000	  	 	Oil Swaps	  	 	(28,761	) 
	 BMO(01/17/12FebDec12)
	  	Sep-12	  	Bank of Montreal	  	$	2.7500	  	 	 	300,000	  	 	Gas Swap	  	 	(24,882	) 
	 CS(01/17/12FebDec12)
	  	Sep-12	  	Credit Suisse	  	$	2.7500	  	 	 	300,000	  	 	Gas Swap	  	 	(24,882	) 
	 BA(01/17/12FebDec12)
	  	Sep-12	  	Bank of America	  	$	2.7600	  	 	 	300,000	  	 	Gas Swap	  	 	(21,885	) 
	 BMO(01/18/12FebDec12)
	  	Sep-12	  	Bank of Montreal	  	$	2.7600	  	 	 	300,000	  	 	Gas Swap	  	 	(21,885	) 
	 WF(01/18/12FebDec12)
	  	Sep-12	  	Wells Fargo	  	$	2.7600	  	 	 	300,000	  	 	Gas Swap	  	 	(21,885	) 
	 BMO(08/08/11Cal12b)
	  	Sep-12	  	Bank of Montreal	  	$	86.6000	  	 	 	(30,000	) 	 	Oil Swaps	  	 	(20,672	) 
	 CS(01/18/12FebDec12)
	  	Sep-12	  	Credit Suisse	  	$	2.7700	  	 	 	300,000	  	 	Gas Swap	  	 	(18,887	) 









 Samson Investment Company 

Mark to Market Information 

6/30/2012 
  


																	
	 Transaction

Confirmation

Received
	  	 Contract
Month
	  	 Transacting
Company
	  	Contract
Transaction
Basis	 	 	 Monthly
Volume
Sold(Bought)
	  	 Swap
	  	SIC
6/30/2012
MTM	 
	 BMO(01/18/12FebDec12)2
	  	Sep-12	  	Bank of Montreal	  	$	2.7800	  	 	300,000	  	Gas Swap	  	 	(15,889	) 
	 JP(12/20/11ApOct12ParibasNovate)
	  	Sep-12	  	JP Morgan	  	($	0.0600	) 	 	300,000	  	HSC Basis	  	 	(14,989	) 
	 BA(01/18/12FebDec12)
	  	Sep-12	  	Bank of America	  	$	2.7850	  	 	300,000	  	Gas Swap	  	 	(14,390	) 
	 BMO(01/10/12FebDec12)
	  	Sep-12	  	Bank of Montreal	  	($	0.0850	) 	 	300,000	  	NGPL TXOK Basis	  	 	(14,240	) 
	 MS(06/18/12Jul-Dec12)
	  	Sep-12	  	Morgan Stanley	  	$	2.7900	  	 	300,000	  	Gas Swap	  	 	(12,891	) 
	 BMO(6/27/11ApOct12)
	  	Sep-12	  	Bank of Montreal	  	($	0.0475	) 	 	300,000	  	HSC Basis	  	 	(11,242	) 
	 MS(06/18/12Jul-Dec12)2
	  	Sep-12	  	Morgan Stanley	  	$	2.8000	  	 	300,000	  	Gas Swap	  	 	(9,893	) 
	 TD(06/18/12Jul-Dec12)2
	  	Sep-12	  	TD Securities	  	$	2.8000	  	 	300,000	  	Gas Swap	  	 	(9,893	) 
	 BMO(01/10/12FebDec12)
	  	Sep-12	  	Bank of Montreal	  	($	0.1500	) 	 	300,000	  	PEPL Basis	  	 	(7,495	) 
	 TD(06/18/12Jul-Dec12)
	  	Sep-12	  	TD Securities	  	$	2.7900	  	 	150,000	  	Gas Swap	  	 	(6,445	) 
	 BMO(01/10/12FebDec12)
	  	Sep-12	  	Bank of Montreal	  	($	0.1400	) 	 	300,000	  	SJ Basis	  	 	(4,497	) 
	 BMO(01/10/12FebDec12)2
	  	Sep-12	  	Bank of Montreal	  	($	0.1300	) 	 	300,000	  	SJ Basis	  	 	(1,499	) 
	 BMO(01/11/12FebDec12)
	  	Sep-12	  	Bank of Montreal	  	($	0.1900	) 	 	300,000	  	CIG Basis	  	 	5,246	  
	 BMO(08/02/10Cal12)
	  	Sep-12	  	Bank of Montreal	  	$	86.6000	  	 	15,000	  	Oil Swaps	  	 	10,336	  
	 CS(01/23/12FebDec12)
	  	Sep-12	  	Credit Suisse	  	$	2.8675	  	 	300,000	  	Gas Swap	  	 	10,343	  
	 BMO(01/23/12FebDec12)
	  	Sep-12	  	Bank of Montreal	  	$	2.8800	  	 	300,000	  	Gas Swap	  	 	14,090	  
	 WF(01/23/12FebDec12)
	  	Sep-12	  	Wells Fargo	  	$	2.8900	  	 	300,000	  	Gas Swap	  	 	17,088	  
	 TD(01/23/12FebDec12)
	  	Sep-12	  	TD Securities	  	$	2.8950	  	 	300,000	  	Gas Swap	  	 	18,587	  
	 BMO(08/04/10Cal12)
	  	Sep-12	  	Bank of Montreal	  	$	88.0000	  	 	15,000	  	Oil Swaps	  	 	31,308	  
	 BMO(08/04/10Cal12)2
	  	Sep-12	  	Bank of Montreal	  	$	88.0800	  	 	15,000	  	Oil Swaps	  	 	32,506	  
	 WF(04/05/12MayDec12)
	  	Sep-12	  	Wells Fargo	  	$	0.4575	  	 	315,000	  	Ethane (C2) - MB	  	 	42,860	  
	 JP(10/05/10Cal12)
	  	Sep-12	  	JP Morgan	  	$	88.9000	  	 	15,000	  	Oil Swaps	  	 	44,790	  
	 BMO(10/06/05Cal12)
	  	Sep-12	  	Bank of Montreal	  	$	89.0000	  	 	15,000	  	Oil Swaps	  	 	46,288	  
	 WF(04/17/12MayDec12)
	  	Sep-12	  	Wells Fargo	  	$	0.4900	  	 	315,000	  	Ethane (C2) - MB	  	 	53,084	  
	 GS(01/17/12JuISep12)
	  	Sep-12	  	Goldman Sachs	  	$	0.2933	  	 	315,000	  	Ethane (C2) - Conway	  	 	63,166	  
	 JP(12/20/11Cal12ParibasNovate)2
	  	Sep-12	  	JP Morgan	  	$	91.0500	  	 	15,000	  	Oil Swaps	  	 	76,996	  
	 BMO(10/05/10Cal12)
	  	Sep-12	  	Bank of Montreal	  	$	89.0000	  	 	30,000	  	Oil Swaps	  	 	92,575	  
	 BMO(04/15/10Cal12)
	  	Sep-12	  	Bank of Montreal	  	$	92.2500	  	 	15,000	  	Oil Swaps	  	 	94,972	  
	 WF(04/05/12MayDec12)
	  	Sep-12	  	Wells Fargo	  	$	1.0015	  	 	315,000	  	Propane (C3) - Conway	  	 	106,640	  
	 JP(04/05/10Cal12)
	  	Sep-12	  	JP Morgan	  	$	89.5000	  	 	30,000	  	Oil Swaps	  	 	107,555	  
	 BMO(05/10/10Cal12)
	  	Sep-12	  	Bank of Montreal	  	$	89.5500	  	 	30,000	  	Oil Swaps	  	 	109,053	  
	 JP(05/06/10Cal12)
	  	Sep-12	  	JP Morgan	  	$	89.5500	  	 	30,000	  	Oil Swaps	  	 	109,053	  
	 BMO(04/29/10Cal12)
	  	Sep-12	  	Bank of Montreal	  	$	93.5000	  	 	15,000	  	Oil Swaps	  	 	113,696	  
	 WF(01/10/12FebDec12)
	  	Sep-12	  	Wells Fargo	  	$	2.1492	  	 	315,000	  	Natural Gasoline (C5+) - Conway	  	 	116,140	  
	 WF(04/05/12MayDec12)
	  	Sep-12	  	Wells Fargo	  	$	1.2150	  	 	315,000	  	Propane (C3) - MB	  	 	117,178	  
	 GS(04/05/12MayDec12)
	  	Sep-12	  	Goldman Sachs	  	$	1.2200	  	 	315,000	  	Propane (C3) - MB	  	 	118,751	  
	 JP(12/20/11Cal12ParibasNovate)
	  	Sep-12	  	JP Morgan	  	$	89.9000	  	 	30,000	  	Oil Swaps	  	 	119,539	  
	 BMO(01/03/11Cal12)
	  	Sep-12	  	Bank of Montreal	  	$	94.0100	  	 	15,000	  	Oil Swaps	  	 	121,336	  
	 JP(05/06/10Cal12)2
	  	Sep-12	  	JP Morgan	  	$	90.0000	  	 	30,000	  	Oil Swaps	  	 	122,535	  
	 JP(12/20/11Cal12SCNovate)
	  	Sep-12	  	JP Morgan	  	$	94.1000	  	 	15,000	  	Oil Swaps	  	 	122,684	  
	 WF(01/01/12FebDec12)
	  	Sep-12	  	Wells Fargo	  	$	2.2839	  	 	315,000	  	Natural Gasoline (C5+) - MB	  	 	159,299	  
	 BMO(11/08/11Cal12)
	  	Sep-12	  	Bank of Montreal	  	$	95.0000	  	 	30,000	  	Oil Swaps	  	 	272,332	  
	 BMO(11/08/11Cal12)2
	  	Sep-12	  	Bank of Montreal	  	$	95.0200	  	 	30,000	  	Oil Swaps	  	 	272,931	  
	 BMO(11/08/11Cal12)3
	  	Sep-12	  	Bank of Montreal	  	$	95.4000	  	 	30,000	  	Oil Swaps	  	 	284,316	  
	 BMO(11/08/11Cal12)4
	  	Sep-12	  	Bank of Montreal	  	$	95.4000	  	 	30,000	  	Oil Swaps	  	 	284,316	  
	 BMO(11/08/11Cal12)5
	  	Sep-12	  	Bank of Montreal	  	$	95.5700	  	 	30,000	  	Oil Swaps	  	 	289,409	  
	 BMO(11/08/11Cal12)6
	  	Sep-12	  	Bank of Montreal	  	$	95.6800	  	 	30,000	  	Oil Swaps	  	 	292,705	  
	 JP(12/20/11Cal12ParibasNovate)
	  	Sep-12	  	JP Morgan	  	$	5.3800	  	 	150,000	  	Gas Swap	  	 	381,781	  
	 BMO(08/03/10Cal12)
	  	Sep-12	  	Bank of Montreal	  	$	5.3920	  	 	150,000	  	Gas Swap	  	 	383,580	  
	 JP(12/20/11Cal12ParibasNovate)3
	  	Sep-12	  	JP Morgan	  	$	4.9140	  	 	300,000	  	Gas Swap	  	 	623,861	  
	 WF(11/08/10Cal12)
	  	Sep-12	  	Wells Fargo	  	$	4.9150	  	 	300,000	  	Gas Swap	  	 	624,161	  
	 BMO(11/08/10Cal12)
	  	Sep-12	  	Bank of Montreal	  	$	4.9190	  	 	300,000	  	Gas Swap	  	 	625,360	  
	 JP(12/20/11Cal12ParibasNovate)4
	  	Sep-12	  	JP Morgan	  	$	4.9400	  	 	300,000	  	Gas Swap	  	 	631,655	  
	 JP(12/20/11Cal12ParibasNovate)2
	  	Sep-12	  	JP Morgan	  	$	4.9450	  	 	300,000	  	Gas Swap	  	 	633,154	  
	 BA(02/15/12Mar12-Cal17)
	  	Sep-12	  	Bank of America	  	$	3.9000	  	 	600,000	  	Gas Swap	  	 	639,750	  
	 BMO(11/09/10Cal12)
	  	Sep-12	  	Bank of Montreal	  	$	4.9800	  	 	300,000	  	Gas Swap	  	 	643,647	  
	 Citi(02/16/12Mar12-Cal17)
	  	Sep-12	  	Citi	  	$	3.9250	  	 	600,000	  	Gas Swap	  	 	654,739	  
	 GS(02/16/12Mar12-Cal17)
	  	Sep-12	  	Goldman Sachs	  	$	3.9300	  	 	600,000	  	Gas Swap	  	 	657,737	  
	 BA(02/16/12Mar12-Cal17)
	  	Sep-12	  	Bank of America	  	$	3.9350	  	 	600,000	  	Gas Swap	  	 	660,735	  
	 JP(10/04/10ApOct12)
	  	Sep-12	  	JP Morgan	  	$	5.0500	  	 	300,000	  	Gas Swap	  	 	664,632	  
	 JP(10/05/10ApOct12)
	  	Sep-12	  	JP Morgan	  	$	5.0800	  	 	300,000	  	Gas Swap	  	 	673,626	  
	 JP(07/27/10Cal12)
	  	Sep-12	  	JP Morgan	  	$	5.3600	  	 	300,000	  	Gas Swap	  	 	757,567	  
	 JP(08/03/10Cal12)
	  	Sep-12	  	JP Morgan	  	$	5.3900	  	 	300,000	  	Gas Swap	  	 	766,560	  
	 JP(12/21/11Cal12-16)
	  	Sep-12	  	JP Morgan	  	$	4.2110	  	 	880,400	  	Gas Swap	  	 	1,212,338	  









 Samson Investment Company 

Mark to Market Information 

6/30/2012 
  


																			
	 Transaction

Confirmation

Received
	  	 Contract
Month
	  	 Transacting
Company
	  	Contract
Transaction
Basis	 	 	Monthly
Volume
Sold(Bought)	 	 	 Swap
	  	SIC
6/30/2012
MTM	 
	 JP(12/13/11Cal12-16)
	  	Sep-12	  	JP Morgan	  	$	4.2180	  	 	 	880,400	  	 	Gas Swap	  	 	1,218,496	  
	 JP(12/20/11Cal12ParibasNovate)
	  	Oct-12	  	JP Morgan	  	($	0.7100	) 	 	 	310,000	  	 	SJ Basis	  	 	(170,268	) 
	 BMO(05/14/08Cal12)
	  	10ct-12	  	Bank of Montreal	  	($	0.6300	) 	 	 	310,000	  	 	PEPL Basis	  	 	(149,371	) 
	 BMO(05/14/08Cal12)2
	  	Oct-12	  	Bank of Montreal	  	($	0.6250	) 	 	 	310,000	  	 	PEPL Basis	  	 	(147,824	) 
	 BMO(05/15/08Cal12)
	  	Oct-12	  	Bank of Montreal	  	($	0.6250	) 	 	 	310,000	  	 	PEPL Basis	  	 	(147,824	) 
	 JP(12/20/11Cal12bParibasNovate)
	  	Oct-12	  	JP Morgan	  	$	90.3000	  	 	 	(31,000	) 	 	Oil Swaps	  	 	(121,778	) 
	 BMO(08/05/12Cal12b)
	  	Oct-12	  	Bank of Montreal	  	$	89.6000	  	 	 	(31,000	) 	 	Oil Swaps	  	 	(100,124	) 
	 WF(01/17/12FebDec12)
	  	Oct-12	  	Wells Fargo	  	$	2.7500	  	 	 	620,000	  	 	Gas Swap	  	 	(78,638	) 
	 TD(01/17/12FebDec12)
	  	Oct-12	  	TD Securities	  	$	2.7600	  	 	 	620,000	  	 	Gas Swap	  	 	(72,446	) 
	 JP(12/20/11Cal12bParibasNovate)2
	  	Oct-12	  	JP Morgan	  	$	91.0000	  	 	 	(15,500	) 	 	Oil Swaps	  	 	(71,716	) 
	 JP(12/20/11Cal12ParibasNovate)3
	  	Oct-12	  	JP Morgan	  	$	84.8000	  	 	 	31,000	  	 	Oil Swaps	  	 	(48,361	) 
	 BMO(03/29/10Cal12)
	  	Oct-12	  	Bank of Montreal	  	$	84.9500	  	 	 	31,000	  	 	Oil Swaps	  	 	(43,720	) 
	 BMO(01/17/12FebDec12)
	  	Oct-12	  	Bank of Montreal	  	$	2.7500	  	 	 	310,000	  	 	Gas Swap	  	 	(39,319	) 
	 CS(01/17/12FebDec12)
	  	Oct-12	  	Credit Suisse	  	$	2.7500	  	 	 	310,000	  	 	Gas Swap	  	 	(39,319	) 
	 BA(01/17/12FebDec12)
	  	Oct-12	  	Bank of America	  	$	2.7600	  	 	 	310,000	  	 	Gas Swap	  	 	(36,223	) 
	 BMO(01/18/12FebDec12)
	  	Oct-12	  	Bank of Montreal	  	$	2.7600	  	 	 	310,000	  	 	Gas Swap	  	 	(36,223	) 
	 WF(01/18/12FebDec12)
	  	Oct-12	  	Wells Fargo	  	$	2.7600	  	 	 	310,000	  	 	Gas Swap	  	 	(36,223	) 
	 BMO(08/08/11 Cal12b)2
	  	Oct-12	  	Bank of Montreal	  	$	88.6000	  	 	 	(15,500	) 	 	Oil Swaps	  	 	(34,595	) 
	 CS(01/18/12FebDec12)
	  	Oct-12	  	Credit Suisse	  	$	2.7700	  	 	 	310,000	  	 	Gas Swap	  	 	(33,127	) 
	 JP(12/20/11Cal12bSCNovate)
	  	Oct-12	  	JP Morgan	  	$	88.5000	  	 	 	(15,500	) 	 	Oil Swaps	  	 	(33,048	) 
	 BMO(01/18/12FebDec12)2
	  	Oct-12	  	Bank of Montreal	  	$	2.7800	  	 	 	310,000	  	 	Gas Swap	  	 	(30,031	) 
	 BA(01/18/12FebDec12)
	  	Oct-12	  	Bank of America	  	$	2.7850	  	 	 	310,000	  	 	Gas Swap	  	 	(28,483	) 
	 MS(06/18/12Jul-Dec12)
	  	Oct-12	  	Morgan Stanley	  	$	2.7900	  	 	 	310,000	  	 	Gas Swap	  	 	(26,935	) 
	 MS(06/18/12Jul-Dec12)2
	  	Oct-12	  	Morgan Stanley	  	$	2.8000	  	 	 	310,000	  	 	Gas Swap	  	 	(23,839	) 
	 TD(06/18/12Jul-Dec12)2
	  	Oct-12	  	TD Securities	  	$	2.8000	  	 	 	310,000	  	 	Gas Swap	  	 	(23,839	) 
	 JP(12/20/11Cal12MacqNovate)
	  	Oct-12	  	JP Morgan	  	($	0.2300	) 	 	 	310,000	  	 	SJ Basis	  	 	(21,670	) 
	 TD(06/18/12Jul-Dec12)
	  	Oct-12	  	TD Securities	  	$	2.7900	  	 	 	155,000	  	 	Gas Swap	  	 	(13,467	) 
	 BMO(01/10/12FebDec12)
	  	Oct-12	  	Bank of Montreal	  	($	0.0850	) 	 	 	310,000	  	 	NGPL TXOK Basis	  	 	(10,061	) 
	 JP(12/20/11ApOct12ParibasNovate)
	  	Oct-12	  	JP Morgan	  	($	0.0600	) 	 	 	310,000	  	 	HSC Basis	  	 	(10,061	) 
	 BMO(08/08/11Cal12b)
	  	Oct-12	  	Bank of Montreal	  	$	86.6000	  	 	 	(31,000	) 	 	Oil Swaps	  	 	(7,321	) 
	 BMO(6/27/11ApOct12)
	  	Oct-12	  	Bank of Montreal	  	($	0.0475	) 	 	 	310,000	  	 	HSC Basis	  	 	(6,192	) 
	 CS(01/23/12FebDec12)
	  	Oct-12	  	Credit Suisse	  	$	2.8675	  	 	 	310,000	  	 	Gas Swap	  	 	(2,941	) 
	 BMO(01/10/12FebDec12)
	  	Oct-12	  	Bank of Montreal	  	($	0.1500	) 	 	 	310,000	  	 	PEPL Basis	  	 	(774	) 
	 BMO(01/23/12FebDec12)
	  	Oct-12	  	Bank of Montreal	  	$	2.8800	  	 	 	310,000	  	 	Gas Swap	  	 	929	  
	 BMO(08/02/10Cal12)
	  	Oct-12	  	Bank of Montreal	  	$	86.6000	  	 	 	15,500	  	 	Oil Swaps	  	 	3,661	  
	 BMO(01/11/12FebDec12)
	  	Oct-12	  	Bank of Montreal	  	($	0.1900	) 	 	 	310,000	  	 	CIG Basis	  	 	3,870	  
	 WF(01/23/12FebDec12)
	  	Oct-12	  	Wells Fargo	  	$	2.8900	  	 	 	310,000	  	 	Gas Swap	  	 	4,025	  
	 TD(01/23/12FebDec12)
	  	Oct-12	  	TD Securities	  	$	2.8950	  	 	 	310,000	  	 	Gas Swap	  	 	5,573	  
	 BMO(01/10/12FebDec12)
	  	Oct-12	  	Bank of Montreal	  	($	0.1400	) 	 	 	310,000	  	 	SJ Basis	  	 	6,192	  
	 BMO(01/10/12FebDec12)2
	  	Oct-12	  	Bank of Montreal	  	($	0.1300	) 	 	 	310,000	  	 	SJ Basis	  	 	9,287	  
	 BMO(08/04/10Cal12)
	  	Oct-12	  	Bank of Montreal	  	$	88.0000	  	 	 	15,500	  	 	Oil Swaps	  	 	25,315	  
	 BMO(08/04/10Cal12)2
	  	Oct-12	  	Bank of Montreal	  	$	88.0800	  	 	 	15,500	  	 	Oil Swaps	  	 	26,552	  
	 JP(10/05/10Cal12)
	  	Oct-12	  	JP Morgan	  	$	88.9000	  	 	 	15,500	  	 	Oil Swaps	  	 	39,235	  
	 BMO(10/06/05Cal12)
	  	Oct-12	  	Bank of Montreal	  	$	89.0000	  	 	 	15,500	  	 	Oil Swaps	  	 	40,782	  
	 WF(04/05/12MayDec12)
	  	Oct-12	  	Wells Fargo	  	$	0.4575	  	 	 	325,500	  	 	Ethane (C2) - MB	  	 	42,225	  
	 WF(04/17/12MayDec12)
	  	Oct-12	  	Wells Fargo	  	$	0.4900	  	 	 	325,500	  	 	Ethane (C2) -MB	  	 	52,781	  
	 GS(01/17/12OctDec12)
	  	Oct-12	  	Goldman Sachs	  	$	0.3111	  	 	 	325,500	  	 	Ethane (C2) - Conway	  	 	63,424	  
	 JP(12/20/11Cal12ParibasNovate)2
	  	Oct-12	  	JP Morgan	  	$	91.0500	  	 	 	15,500	  	 	Oil Swaps	  	 	72,489	  
	 BMO(10/05/10Cal12)
	  	Oct-12	  	Bank of Montreal	  	$	89.0000	  	 	 	31,000	  	 	Oil Swaps	  	 	81,563	  
	 BMO(04/15/10Cal12)
	  	Oct-12	  	Bank of Montreal	  	$	92.2500	  	 	 	15,500	  	 	Oil Swaps	  	 	91,050	  
	 JP(04/05/10Cal12)
	  	Oct-12	  	JP Morgan	  	$	89.5000	  	 	 	31,000	  	 	Oil Swaps	  	 	97,030	  
	 BMO(05/10/10Cal12)
	  	Oct-12	  	Bank of Montreal	  	$	89.5500	  	 	 	31,000	  	 	Oil Swaps	  	 	98,577	  
	 JP(05/06/10Cal12)
	  	Oct-12	  	JP Morgan	  	$	89.5500	  	 	 	31,000	  	 	Oil Swaps	  	 	98,577	  
	 WF(04/05/12MayDec12)
	  	Oct-12	  	Wells Fargo	  	$	1.0015	  	 	 	325,500	  	 	Propane (C3) - Conway	  	 	98,741	  
	 JP(12/20/11Cal12ParibasNovate)
	  	Oct-12	  	JP Morgan	  	$	89.9000	  	 	 	31,000	  	 	Oil Swaps	  	 	109,404	  
	 BMO(04/29/10Cal12)
	  	Oct-12	  	Bank of Montreal	  	$	93.5000	  	 	 	15,500	  	 	Oil Swaps	  	 	110,384	  
	 JP(05/06/10Cal12)2
	  	Oct-12	  	JP Morgan	  	$	90.0000	  	 	 	31,000	  	 	Oil Swaps	  	 	112,497	  
	 WF(04/05/12MayDec12)
	  	Oct-12	  	Wells Fargo	  	$	1.2150	  	 	 	325,500	  	 	Propane (C3) - MB	  	 	117,742	  
	 BMO(01/03/11Cal12)
	  	Oct-12	  	Bank of Montreal	  	$	94.0100	  	 	 	15,500	  	 	Oil Swaps	  	 	118,272	  
	 GS(04/05/12MayDec12)
	  	Oct-12	  	Goldman Sachs	  	$	1.2200	  	 	 	325,500	  	 	Propane (C3) - MB	  	 	119,366	  
	 JP(12/20/11Cal12SCNovate)
	  	Oct-12	  	JP Morgan	  	$	94.1000	  	 	 	15,500	  	 	Oil Swaps	  	 	119,664	  
	 WF(01/10/12FebDec12)
	  	Oct-12	  	Wells Fargo	  	$	2.1596	  	 	 	325,500	  	 	Natural Gasoline (C5+) - Conway	  	 	121,672	  
	 WF(01/10/12FebDec12)
	  	Oct-12	  	Wells Fargo	  	$	2.2860	  	 	 	325,500	  	 	Natural Gasoline (C5+) - MB	  	 	161,915	  
	 BMO(11/08/11Cal12)
	  	Oct-12	  	Bank of Montreal	  	$	95.0000	  	 	 	31,000	  	 	Oil Swaps	  	 	267,169	  









 Samson Investment Company 

Mark to Market Information 

6/30/2012 
  


																			
	 Transaction

Confirmation

Received
	  	Contract
Month	  	Transacting
Company	  	Contract
Transaction
Basis	 	 	Monthly
Volume
Sold(Bought)	 	 	 Swap
	  	SIC
6/30/2012
MTM	 
	 BMO(11/08/11Cal12)2
	  	Oct-12	  	Bank of Montreal	  	$	95.0200	  	 	 	31,000	  	 	Oil Swaps	  	 	267,787	  
	 BMO(11/08/11Cal12)3
	  	Oct-12	  	Bank of Montreal	  	$	95.4000	  	 	 	31,000	  	 	Oil Swaps	  	 	279,542	  
	 BMO(11/08/11Cal12)4
	  	Oct-12	  	Bank of Montreal	  	$	95.4000	  	 	 	31,000	  	 	Oil Swaps	  	 	279,542	  
	 BMO(11/08/11Cal12)5
	  	Oct-12	  	Bank of Montreal	  	$	95.5700	  	 	 	31,000	  	 	Oil Swaps	  	 	284,801	  
	 BMO(11/08/11Cal12)6
	  	Oct-12	  	Bank of Montreal	  	$	95.6800	  	 	 	31,000	  	 	Oil Swaps	  	 	288,204	  
	 JP(12/20/11Cal12Paribas Novate)
	  	Oct-12	  	JP Morgan	  	$	5.4600	  	 	 	155,000	  	 	Gas Swap	  	 	399,845	  
	 BMO(08/03/10Cal12)
	  	Oct-12	  	Bank of Montreal	  	$	5.4690	  	 	 	155,000	  	 	Gas Swap	  	 	401,238	  
	 BA(02/15/12Mar12-Cal17)
	  	Oct-12	  	Bank of America	  	$	3.9000	  	 	 	620,000	  	 	Gas Swap	  	 	633,437	  
	 Citi(02/16/12Mar12-Cal17)
	  	Oct-12	  	Citi	  	$	3.9250	  	 	 	620,000	  	 	Gas Swap	  	 	648,917	  
	 GS(02/16/12Mar12-Cal17)
	  	Oct-12	  	Goldman Sachs	  	$	3.9300	  	 	 	620,000	  	 	Gas Swap	  	 	652,013	  
	 JP(12/20/11Cal12ParibasNovate)3
	  	Oct-12	  	JP Morgan	  	$	4.9900	  	 	 	310,000	  	 	Gas Swap	  	 	654,180	  
	 WF(11/08/10Cal12)
	  	Oct-12	  	Wells Fargo	  	$	4.9910	  	 	 	310,000	  	 	Gas Swap	  	 	654,489	  
	 BA(02/16/12Mar12-Cal17)
	  	Oct-12	  	Bank of America	  	$	3.9350	  	 	 	620,000	  	 	Gas Swap	  	 	655,109	  
	 BMO(11/08/10Cal12)
	  	Oct-12	  	Bank of Montreal	  	$	4.9950	  	 	 	310,000	  	 	Gas Swap	  	 	655,728	  
	 JP(12/20/11Cal12ParibasNovate)4
	  	Oct-12	  	JP Morgan	  	$	5.0150	  	 	 	310,000	  	 	Gas Swap	  	 	661,920	  
	 JP(12/20/11Cal12ParibasNovate)2
	  	Oct-12	  	JP Morgan	  	$	5.0200	  	 	 	310,000	  	 	Gas Swap	  	 	663,468	  
	 BMO(11/09110Cal12)
	  	Oct-12	  	Bank of Montreal	  	$	5.0500	  	 	 	310,000	  	 	Gas Swap	  	 	672,756	  
	 JP(10/04/10ApOct12)
	  	Oct-12	  	JP Morgan	  	$	5.1300	  	 	 	310,000	  	 	Gas Swap	  	 	697,523	  
	 JP(10/05/10ApOct12)
	  	Oct-12	  	JP Morgan	  	$	5.1500	  	 	 	310,000	  	 	Gas Swap	  	 	703,715	  
	 JP(07/27/10Cal12)
	  	Oct-12	  	JP Morgan	  	$	5.4500	  	 	 	310,000	  	 	Gas Swap	  	 	796,595	  
	 JP(08/03/10Cal12)
	  	Oct-12	  	JP Morgan	  	$	5.4700	  	 	 	310,000	  	 	Gas Swap	  	 	802,787	  
	 JP(12/21/11Cal12-16)
	  	Oct-12	  	JP Morgan	  	$	4.2110	  	 	 	848,000	  	 	Gas Swap	  	 	1,129,764	  
	 JP(12/13/11Cal12-16)
	  	Oct-12	  	JP Morgan	  	$	4.2180	  	 	 	848,000	  	 	Gas Swap	  	 	1,135,692	  
	 WF(01/17/12FebDec12)
	  	Nov-12	  	Wells Fargo	  	$	2.7500	  	 	 	600,000	  	 	Gas Swap	  	 	(204,172	) 
	 TD(01/17/12FebDec12)
	  	Nov-12	  	TD Securities	  	$	2.7600	  	 	 	600,000	  	 	Gas Swap	  	 	(198,185	) 
	 JP(12/20/11Cal12ParibasNovate)
	  	Nov-12	  	JP Morgan	  	($	0.7100	) 	 	 	300,000	  	 	SJ Basis	  	 	(163,959	) 
	 BMO(05/14/08Cal12)1
	  	Nov-12	  	Bank of Montreal	  	($	0.6300	) 	 	 	300,000	  	 	PEPL Basis	  	 	(144,590	) 
	 BMO(05/14/08Cal12)2
	  	Nov-12	  	Bank of Montreal	  	($	0.6250	) 	 	 	300,000	  	 	PEPL Basis	  	 	(143,094	) 
	 BMO(05/15/08Cal12)
	  	Nov-12	  	Bank of Montreal	  	($	0.6250	) 	 	 	300,000	  	 	PEPL Basis	  	 	(143,094	) 
	 JP(12/20/11Cal12bParibasNovate)
	  	Nov-12	  	JP Morgan	  	$	90.3000	  	 	 	(30,000	) 	 	Oil Swaps	  	 	(103,990	) 
	 BMO(01/17/12FebDec12)
	  	Nov-12	  	Bank of Montreal	  	$	2.7500	  	 	 	300,000	  	 	Gas Swap	  	 	(102,086	) 
	 CS(01/17/12FebDec12)
	  	Nov-12	  	Credit Suisse	  	$	2.7500	  	 	 	300,000	  	 	Gas Swap	  	 	(102,086	) 
	 BA(01/17/12FebDec12)
	  	Nov-12	  	Bank of America	  	$	2.7600	  	 	 	300,000	  	 	Gas Swap	  	 	(99,092	) 
	 BMO(01/18/12FebDec12)
	  	Nov-12	  	Bank of Montreal	  	$	2.7600	  	 	 	300,000	  	 	Gas Swap	  	 	(99,092	) 
	 WF(01/18/12FebDec12)
	  	Nov-12	  	Wells Fargo	  	$	2.7600	  	 	 	300,000	  	 	Gas Swap	  	 	(99,092	) 
	 CS(01/18/12FebDec12)
	  	Nov-12	  	Credit Suisse	  	$	2.7700	  	 	 	300,000	  	 	Gas Swap	  	 	(96,099	) 
	 BMO(01/18/12FebDec12)2
	  	Nov-12	  	Bank of Montreal	  	$	2.7800	  	 	 	300,000	  	 	Gas Swap	  	 	(93,105	) 
	 BA(01/18/12FebDec12)
	  	Nov-12	  	Bank of America	  	$	2.7850	  	 	 	300,000	  	 	Gas Swap	  	 	(91,608	) 
	 MS(06/18/12Jul-Dec12)
	  	Nov-12	  	Morgan Stanley	  	$	2.7900	  	 	 	300,000	  	 	Gas Swap	  	 	(90,111	) 
	 MS(06/18/12Jul-Dec12)2
	  	Nov-12	  	Morgan Stanley	  	$	2.8000	  	 	 	300,000	  	 	Gas Swap	  	 	(87,117	) 
	 TD(06/18/12Jul-Dec12)2
	  	Nov-12	  	TD Securities	  	$	2.8000	  	 	 	300,000	  	 	Gas Swap	  	 	(87,117	) 
	 BMO(08/05/12Cal12b)
	  	Nov-12	  	Bank of Montreal	  	$	89.6000	  	 	 	(30,000	) 	 	Oil Swaps	  	 	(83,053	) 
	 CS(01/23/12FebDec12)
	  	Nov-12	  	Credit Suisse	  	$	2.8675	  	 	 	300,000	  	 	Gas Swap	  	 	(66,910	) 
	 BMO(01/23/12FebDec12)
	  	Nov-12	  	Bank of Montreal	  	$	2.8800	  	 	 	300,000	  	 	Gas Swap	  	 	(63,168	) 
	 JP(12/20/11Cal12bParibasNovate)2
	  	Nov-12	  	JP Morgan	  	$	91.0000	  	 	 	(15,000	) 	 	Oil Swaps	  	 	(62,464	) 
	 JP(12/20/11Cal112ParibasNovate)3
	  	Nov-12	  	JP Morgan	  	$	84.8000	  	 	 	30,000	  	 	Oil Swaps	  	 	(60,520	) 
	 WF(01/23/12FebDec12)
	  	Nov-12	  	Wells Fargo	  	$	2.8900	  	 	 	300,000	  	 	Gas Swap	  	 	(60,174	) 
	 TD(01/23/12FebDec12)
	  	Nov-12	  	TD Securities	  	$	2.8950	  	 	 	300,000	  	 	Gas Swap	  	 	(58,677	) 
	 BMO(03/29/10Cal12)
	  	Nov-12	  	Bank of Montreal	  	$	84.9500	  	 	 	30,000	  	 	Oil Swaps	  	 	(56,033	) 
	 TD(06/18/12Jul-Dec12)
	  	Nov-12	  	TD Securities	  	$	2.7900	  	 	 	150,000	  	 	Gas Swap	  	 	(45,056	) 
	 BMO(08/08/11Cal12b)2
	  	Nov-12	  	Bank of Montreal	  	$	88.6000	  	 	 	(15,000	) 	 	Oil Swaps	  	 	(26,571	) 
	 JP(12/20/11Cal12bSCNovate)
	  	Nov-12	  	JP Morgan	  	$	88.5000	  	 	 	(15,000	) 	 	Oil Swaps	  	 	(25,075	) 
	 JP(12/20/11Cal12MacqNovate)
	  	Nov-12	  	JP Morgan	  	($	0.2300	) 	 	 	300,000	  	 	SJ Basis	  	 	(20,267	) 
	 BMO(01/10/12FebDec12)
	  	Nov-12	  	Bank of Montreal	  	($	0.0850	) 	 	 	300,000	  	 	NGPL TXOK Basis	  	 	(4,490	) 
	 BMO(08/02/10Cal12)
	  	Nov-12	  	Bank of Montreal	  	$	86.6000	  	 	 	15,000	  	 	Oil Swaps	  	 	(3,340	) 
	 BMO(01/11/12FebDec12)
	  	Nov-12	  	Bank of Montreal	  	($	0.1900	) 	 	 	300,000	  	 	CIG Basis	  	 	(2,994	) 
	 BMO(01/10/12FebDec12)
	  	Nov-12	  	Bank of Montreal	  	($	0.1500	) 	 	 	300,000	  	 	PEPL Basis	  	 	(898	) 
	 BMO(01/10/12FebDec12)
	  	Nov-12	  	Bank of Montreal	  	($	0.1400	) 	 	 	300,000	  	 	SJ Basis	  	 	6,676	  
	 BMO(08/08/11Cal12b)
	  	Nov-12	  	Bank of Montreal	  	$	86.6000	  	 	 	(30,000	) 	 	Oil Swaps	  	 	6,680	  
	 BMO(01/10/12FebDec12)2
	  	Nov-12	  	Bank of Montreal	  	($	0.1300	) 	 	 	300,000	  	 	SJ Basis	  	 	9,669	  
	 BMO(08/04/10Cal12)
	  	Nov-12	  	Bank of Montreal	  	$	88.0000	  	 	 	15,000	  	 	Oil Swaps	  	 	17,598	  
	 BMO(08/04/10Cal12)2
	  	Nov-12	  	Bank of Montreal	  	$	88.0800	  	 	 	15,000	  	 	Oil Swaps	  	 	18,794	  
	 JP(10/05/10Cal12)
	  	Nov-12	  	JP Morgan	  	$	88.9000	  	 	 	15,000	  	 	Oil Swaps	  	 	31,058	  
	 BMO(10/06/05Cal12)
	  	Nov-12	  	Bank of Montreal	  	$	89.0000	  	 	 	15,000	  	 	Oil Swaps	  	 	32,553	  









 Samson Investment Company 

Mark to Market Information 

6/30/2012 
  


																			
	 Transaction

Confirmation

Received
	  	Contract
Month	  	Transacting
Company	  	Contract
Transaction
Basis	 	 	Monthly
Volume
Sold(Bought)	 	 	 Swap
	  	SIC
6/30/2012
MTM	 
	 WF(04/05/12MayDec12)
	  	Nov-12	  	Wells Fargo	  	$	0.4575	  	 	 	315,000	  	 	Ethane (C2) - MB	  	 	38,865	  
	 WF(04/17/12MayDec12)
	  	Nov-12	  	Wells Fargo	  	$	0.4900	  	 	 	315,000	  	 	Ethane (C2) - MB	  	 	49,072	  
	 GS(01/17/12OctDec12)
	  	Nov-12	  	Goldman Sachs	  	$	0.3111	  	 	 	315,000	  	 	Ethane (C2) - Conway	  	 	61,325	  
	 JP(12/20/11Cal12ParibasNovate)2
	  	Nov-12	  	JP Morgan	  	$	91.0500	  	 	 	15,000	  	 	Oil Swaps	  	 	63,212	  
	 BMO(10/05/10Cal12)
	  	Nov-12	  	Bank of Montreal	  	$	89.0000	  	 	 	30,000	  	 	Oil Swaps	  	 	65,106	  
	 JP(04/05/10Cal12)
	  	Nov-12	  	JP Morgan	  	$	89.5000	  	 	 	30,000	  	 	Oil Swaps	  	 	80,062	  
	 BMO(04/15/10Cal12)
	  	Nov-12	  	Bank of Montreal	  	$	92.2500	  	 	 	15,000	  	 	Oil Swaps	  	 	81,158	  
	 BMO(05/10/10Cal12)
	  	Nov-12	  	Bank of Montreal	  	$	89.5500	  	 	 	30,000	  	 	Oil Swaps	  	 	81,557	  
	 JP(05/06/10Cal12)
	  	Nov-12	  	JP Morgan	  	$	89.5500	  	 	 	30,000	  	 	Oil Swaps	  	 	81,557	  
	 WF(04/05/12MayDec12)
	  	Nov-12	  	Wells Fargo	  	$	1.0015	  	 	 	315,000	  	 	Propane (C3) - Conway	  	 	86,052	  
	 JP(12/20/11Cal12ParibasNovate)
	  	Nov-12	  	JP Morgan	  	$	89.9000	  	 	 	30,000	  	 	Oil Swaps	  	 	92,026	  
	 JP(05/06/10Cal12)2
	  	Nov-12	  	JP Morgan	  	$	90.0000	  	 	 	30,000	  	 	Oil Swaps	  	 	95,017	  
	 BMO(04/29/10Cal12)
	  	Nov-12	  	Bank of Montreal	  	$	93.5000	  	 	 	15,000	  	 	Oil Swaps	  	 	99,853	  
	 BMO(01/03/11Cal12)
	  	Nov-12	  	Bank of Montreal	  	$	94.0100	  	 	 	15,000	  	 	Oil Swaps	  	 	107,480	  
	 JP(12/20/11Cal12SCNovate)
	  	Nov-12	  	JP Morgan	  	$	94.1000	  	 	 	15,000	  	 	Oil Swaps	  	 	108,826	  
	 WF(04/05/12MayDec12)
	  	Nov-12	  	Wells Fargo	  	$	1.2150	  	 	 	315,000	  	 	Propane (C3) - MB	  	 	110,706	  
	 GS(04/05/12MayDec12)
	  	Nov-12	  	Goldman Sachs	  	$	1.2200	  	 	 	315,000	  	 	Propane (C3) -MB	  	 	112,276	  
	 WF(01/10/12FebDec12)
	  	Nov-12	  	Wells Fargo	  	$	2.1596	  	 	 	315,000	  	 	Natural Gasoline (C5+) - Conway	  	 	117,647	  
	 WF(01/10/12FebDec12)
	  	Nov-12	  	Wells Fargo	  	$	2.2860	  	 	 	315,000	  	 	Natural Gasoline (C5+) - MB	  	 	153,418	  
	 BMO(11/08/11Cal12)
	  	Nov-12	  	Bank of Montreal	  	$	95.0000	  	 	 	30,000	  	 	Oil Swaps	  	 	244,572	  
	 BMO(11/08/11Cal12)2
	  	Nov-12	  	Bank of Montreal	  	$	95.0200	  	 	 	30,000	  	 	Oil Swaps	  	 	245,170	  
	 BMO(11/08/11Cal12)3
	  	Nov-12	  	Bank of Montreal	  	$	95.4000	  	 	 	30,000	  	 	Oil Swaps	  	 	256,536	  
	 BMO(11/08/11Cal12)4
	  	Nov-12	  	Bank of Montreal	  	$	95.4000	  	 	 	30,000	  	 	Oil Swaps	  	 	256,536	  
	 BMO(11/08/11Cal12)5
	  	Nov-12	  	Bank of Montreal	  	$	95.5700	  	 	 	30,000	  	 	Oil Swaps	  	 	261,621	  
	 BMO(11/08/11Cal12)6
	  	Nov-12	  	Bank of Montreal	  	$	95.6800	  	 	 	30,000	  	 	Oil Swaps	  	 	264,912	  
	 JP(12/20/11Call2Paribas Novate)
	  	Nov-12	  	JP Morgan	  	$	5.6600	  	 	 	150,000	  	 	Gas Swap	  	 	384,544	  
	 BMO(08/03/10Cal12)
	  	Nov-12	  	Bank of Montreal	  	$	5.6610	  	 	 	150,000	  	 	Gas Swap	  	 	384,694	  
	 BA(02/15/12Mar12-Cal17)
	  	Nov-12	  	Bank of America	  	$	3.9000	  	 	 	600,000	  	 	Gas Swap	  	 	484,385	  
	 Citi(02/16/12Mar12-Cal17)
	  	Nov-12	  	Citi	  	$	3.9250	  	 	 	600,000	  	 	Gas Swap	  	 	499,354	  
	 GS(02/16/12Mar12-Cal17)
	  	Nov-12	  	Goldman Sachs	  	$	3.9300	  	 	 	600,000	  	 	Gas Swap	  	 	502,348	  
	 BA(02/16/12Mar12-Cal17)
	  	Nov-12	  	Bank of America	  	$	3.9350	  	 	 	600,000	  	 	Gas Swap	  	 	505,341	  
	 WF(11/08/10Cal12)
	  	Nov-12	  	Wells Fargo	  	$	5.1720	  	 	 	300,000	  	 	Gas Swap	  	 	622,995	  
	 JP(12/20/11Call2ParibasNovate)3
	  	Nov-12	  	JP Morgan	  	$	5.1750	  	 	 	300,000	  	 	Gas Swap	  	 	623,893	  
	 BMO(11/08/10Cal12)
	  	Nov-12	  	Bank of Montreal	  	$	5.1800	  	 	 	300,000	  	 	Gas Swap	  	 	625,390	  
	 JP(12/20/11Cal12ParibasNovate)4
	  	Nov-12	  	JP Morgan	  	$	5.2000	  	 	 	300,000	  	 	Gas Swap	  	 	631,377	  
	 JP(12/20/11Cal12ParibasNovate)2
	  	Nov-12	  	JP Morgan	  	$	5.2050	  	 	 	300,000	  	 	Gas Swap	  	 	632,874	  
	 BMO(11/09/10Cal12)
	  	Nov-12	  	Bank of Montreal	  	$	5.2300	  	 	 	300,000	  	 	Gas Swap	  	 	640,358	  
	 BMO(10/08/10Nov12)
	  	Nov-12	  	Bank of Montreal	  	$	5.3700	  	 	 	300,000	  	 	Gas Swap	  	 	682,271	  
	 JP(07/27/10Cal12)
	  	Nov-12	  	JP Morgan	  	$	5.6600	  	 	 	300,000	  	 	Gas Swap	  	 	769,089	  
	 JP(08/03/10Cal12)
	  	Nov-12	  	JP Morgan	  	$	5.6700	  	 	 	300,000	  	 	Gas Swap	  	 	772,082	  
	 JP(12/21/11Cal12-16)
	  	Nov-12	  	JP Morgan	  	$	4.2110	  	 	 	868,300	  	 	Gas Swap	  	 	970,463	  
	 JP(12/13/11Cal12-16)
	  	Nov-12	  	JP Morgan	  	$	4.2180	  	 	 	868,300	  	 	Gas Swap	  	 	976,528	  
	 WF(01/17/12FebDec12)
	  	Dec-12	  	Wells Fargo	  	$	2.7500	  	 	 	620,000	  	 	Gas Swap	  	 	(374,000	) 
	 TD(01/17/12FebDec12)
	  	Dec-12	  	TD Securities	  	$	2.7600	  	 	 	620,000	  	 	Gas Swap	  	 	(367,818	) 
	 BMO(01/17/12FebDec12)
	  	Dec-12	  	Bank of Montreal	  	$	2.7500	  	 	 	310,000	  	 	Gas Swap	  	 	(187,000	) 
	 CS(01/17/12FebDec12)
	  	Dec-12	  	Credit Suisse	  	$	2.7500	  	 	 	310,000	  	 	Gas Swap	  	 	(187,000	) 
	 BA(01/17/12FebDec12)
	  	Dec-12	  	Bank of America	  	$	2.7600	  	 	 	310,000	  	 	Gas Swap	  	 	(183,909	) 
	 BMO(01/18/12FebDec12)
	  	Dec-12	  	Bank of Montreal	  	$	2.7600	  	 	 	310,000	  	 	Gas Swap	  	 	(183,909	) 
	 WF(01/18/12FebDec12)
	  	Dec-12	  	Wells Fargo	  	$	2.7600	  	 	 	310,000	  	 	Gas Swap	  	 	(183,909	) 
	 CS(01/18/12FebDec12)
	  	Dec-12	  	Credit Suisse	  	$	2.7700	  	 	 	310,000	  	 	Gas Swap	  	 	(180,818	) 
	 BMO(01/18/12FebDec12)2
	  	Dec-12	  	Bank of Montreal	  	$	2.7800	  	 	 	310,000	  	 	Gas Swap	  	 	(177,727	) 
	 JP(12/20/11Cal12ParibasNovate)
	  	Dec-12	  	JP Morgan	  	($	0.7100	) 	 	 	310,000	  	 	SJ Basis	  	 	(176,574	) 
	 BA(01/18/12FebDec12)
	  	Dec-12	  	Bank of America	  	$	2.7850	  	 	 	310,000	  	 	Gas Swap	  	 	(176,182	) 
	 MS(06/18/12Jul-Dec12)
	  	Dec-12	  	Morgan Stanley	  	$	2.7900	  	 	 	310,000	  	 	Gas Swap	  	 	(174,636	) 
	 MS(06/18/12Jul-Dec12)2
	  	Dec-12	  	Morgan Stanley	  	$	2.8000	  	 	 	310,000	  	 	Gas Swap	  	 	(171,545	) 
	 TD(06/18/12Jul-Dec12)2
	  	Dec-12	  	TD Securities	  	$	2.8000	  	 	 	310,000	  	 	Gas Swap	  	 	(171,545	) 
	 BMO(05/14/08Cal12)1
	  	Dec-12	  	Bank of Montreal	  	($	0.6300	) 	 	 	310,000	  	 	PEPL Basis	  	 	(153,981	) 
	 BMO(05/14/08Cal12)2
	  	Dec-12	  	Bank of Montreal	  	($	0.6250	) 	 	 	310,000	  	 	PEPL Basis	  	 	(152,436	) 
	 BMO(05/15/08Cal12)
	  	Dec-12	  	Bank of Montreal	  	($	0.6250	) 	 	 	310,000	  	 	PEPL Basis	  	 	(152,436	) 
	 CS(01/23/12FebDec12)
	  	Dec-12	  	Credit Suisse	  	$	2.8675	  	 	 	310,000	  	 	Gas Swap	  	 	(150,682	) 
	 BMO(01/23/12FebDec12)
	  	Dec-12	  	Bank of Montreal	  	$	2.8800	  	 	 	310,000	  	 	Gas Swap	  	 	(146,818	) 
	 WF(01/23/12FebDec12)
	  	Dec-12	  	Wells Fargo	  	$	2.8900	  	 	 	310,000	  	 	Gas Swap	  	 	(143,727	) 
	 TD(01/23/12FebDec12)
	  	Dec-12	  	TD Securities	  	$	2.8950	  	 	 	310,000	  	 	Gas Swap	  	 	(142,182	) 
	 JP(12/20/11Cal12bParibasNovate)
	  	Dec-12	  	JP Morgan	  	$	90.3000	  	 	 	(31,000	) 	 	Oil Swaps	  	 	(93,452	) 









 Samson Investment Company 

Mark to Market Information 

6/30/2012 
  


																			
	 Transaction

Confirmation

Received
	  	Contract
Month	  	Transacting
Company	  	Contract
Transaction
Basis	 	 	Monthly
Volume
Sold(Bought)	 	 	 Swap
	  	SIC
6/30/2012
MTM	 
	 TD(06/18/12Jul-Dec12)
	  	Dec-12	  	TD Securities	  	$	2.7900	  	 	 	155,000	  	 	Gas Swap	  	 	(87,318	) 
	 JP(12/20/11Cal12ParibasNovate)3
	  	Dec-12	  	JP Morgan	  	$	84.8000	  	 	 	31,000	  	 	Oil Swaps	  	 	(76,367	) 
	 BMO(08/05/12Cal12b)
	  	Dec-12	  	Bank of Montreal	  	$	89.6000	  	 	 	(31,000	) 	 	Oil Swaps	  	 	(71,839	) 
	 BMO(03/29/10Cal12)
	  	Dec-12	  	Bank of Montreal	  	$	84.9500	  	 	 	31,000	  	 	Oil Swaps	  	 	(71,736	) 
	 JP(12/20/11Cal12bParibasNovate)2
	  	Dec-12	  	JP Morgan	  	$	91.0000	  	 	 	(15,500	) 	 	Oil Swaps	  	 	(57,533	) 
	 JP(12/20/11Cal12MacqNovate)
	  	Dec-12	  	JP Morgan	  	($	0.2300	) 	 	 	310,000	  	 	SJ Basis	  	 	(28,219	) 
	 BMO(08/08/11Cal12b)2
	  	Dec-12	  	Bank of Montreal	  	$	88.6000	  	 	 	(15,500	) 	 	Oil Swaps	  	 	(20,481	) 
	 JP(12/20/11Cal12bSCNovate)
	  	Dec-12	  	JP Morgan	  	$	88.5000	  	 	 	(15,500	) 	 	Oil Swaps	  	 	(18,937	) 
	 BMO(08/02/10Cal12)
	  	Dec-12	  	Bank of Montreal	  	$	86.6000	  	 	 	15,500	  	 	Oil Swaps	  	 	(10,395	) 
	 BMO(01/10/12FebDec12)
	  	Dec-12	  	Bank of Montreal	  	($	0.1500	) 	 	 	310,000	  	 	PEPL Basis	  	 	(5,625	) 
	 BMO(01/10/12FebDec12)
	  	Dec-12	  	Bank of Montreal	  	($	0.0850	) 	 	 	310,000	  	 	NGPL TXOK Basis	  	 	(5,471	) 
	 BMO(01/11/12FebDec12)
	  	Dec-12	  	Bank of Montreal	  	($	0.1900	) 	 	 	310,000	  	 	CIG Basis	  	 	(1,545	) 
	 BMO(01/10/12FebDec12)
	  	Dec-12	  	Bank of Montreal	  	($	0.1400	) 	 	 	310,000	  	 	SJ Basis	  	 	(402	) 
	 BMO(01/10/12FebDec12)2
	  	Dec-12	  	Bank of Montreal	  	($	0.1300	) 	 	 	310,000	  	 	SJ Basis	  	 	2,689	  
	 BMO(08/04/10Cal12)
	  	Dec-12	  	Bank of Montreal	  	$	88.0000	  	 	 	15,500	  	 	Oil Swaps	  	 	11,218	  
	 BMO(08/04/10Cal12)2
	  	Dec-12	  	Bank of Montreal	  	$	88.0800	  	 	 	15,500	  	 	Oil Swaps	  	 	12,453	  
	 BMO(08/08/11Cal12b)
	  	Dec-12	  	Bank of Montreal	  	$	86.6000	  	 	 	(31,000	) 	 	Oil Swaps	  	 	20,790	  
	 JP(10/05/10Cal12)
	  	Dec-12	  	JP Morgan	  	$	88.9000	  	 	 	15,500	  	 	Oil Swaps	  	 	25,113	  
	 BMO(10/06/05Cal12)
	  	Dec-12	  	Bank of Montreal	  	$	89.0000	  	 	 	15,500	  	 	Oil Swaps	  	 	26,656	  
	 WF(04/05/12MayDec12)
	  	Dec-12	  	Wells Fargo	  	$	0.4575	  	 	 	325,500	  	 	Ethane (C2) - MB	  	 	38,093	  
	 WF(04/17/12MayDec12)
	  	Dec-12	  	Wells Fargo	  	$	0.4900	  	 	 	325,500	  	 	Ethane (C2) - MB	  	 	48,629	  
	 BMO(10/05/10Cal12)
	  	Dec-12	  	Bank of Montreal	  	$	89.0000	  	 	 	31,000	  	 	Oil Swaps	  	 	53,313	  
	 JP(12/20/11Cal12ParibasNovate)2
	  	Dec-12	  	JP Morgan	  	$	91.0500	  	 	 	15,500	  	 	Oil Swaps	  	 	58,305	  
	 GS(01/17/12OctDec12)
	  	Dec-12	  	Goldman Sachs	  	$	0.3111	  	 	 	325,500	  	 	Ethane (C2) - Conway	  	 	63,304	  
	 JP(04/05/10Cal12)
	  	Dec-12	  	JP Morgan	  	$	89.5000	  	 	 	31,000	  	 	Oil Swaps	  	 	68,751	  
	 BMO(05/10/10Cal12)
	  	Dec-12	  	Bank of Montreal	  	$	89.5500	  	 	 	31,000	  	 	Oil Swaps	  	 	70,295	  
	 JP(05/06/10Cal12)
	  	Dec-12	  	JP Morgan	  	$	89.5500	  	 	 	31,000	  	 	Oil Swaps	  	 	70,295	  
	 BMO(04/15/10Cal12)
	  	Dec-12	  	Bank of Montreal	  	$	92.2500	  	 	 	15,500	  	 	Oil Swaps	  	 	76,830	  
	 WF(04/05/12MayDec12)
	  	Dec-12	  	Wells Fargo	  	$	1.0015	  	 	 	325,500	  	 	Propane (C3) - Conway	  	 	79,914	  
	 JP(12/20/11Call2ParibasNovate)
	  	Dec-12	  	JP Morgan	  	$	89.9000	  	 	 	31,000	  	 	Oil Swaps	  	 	81,102	  
	 JP(05/06/10Cal12)2
	  	Dec-12	  	JP Morgan	  	$	90.0000	  	 	 	31,000	  	 	Oil Swaps	  	 	84,189	  
	 BMO(04/29/10Cal12)
	  	Dec-12	  	Bank of Montreal	  	$	93.5000	  	 	 	15,500	  	 	Oil Swaps	  	 	96,128	  
	 BMO(01/03/11Cal12)
	  	Dec-12	  	Bank of Montreal	  	$	94.0100	  	 	 	15,500	  	 	Oil Swaps	  	 	104,001	  
	 JP(12/20/11Call2SCNovate)
	  	Dec-12	  	JP Morgan	  	$	94.1000	  	 	 	15,500	  	 	Oil Swaps	  	 	105,391	  
	 WF(04/05/12MayDec12)
	  	Dec-12	  	Wells Fargo	  	$	1.2150	  	 	 	325,500	  	 	Propane (C3) - MB	  	 	111,036	  
	 GS(04/05/12MayDec12)
	  	Dec-12	  	Goldman Sachs	  	$	1.2200	  	 	 	325,500	  	 	Propane (C3) - MB	  	 	112,657	  
	 WF(01/10/12FebDec12)
	  	Dec-12	  	Wells Fargo	  	$	2.1596	  	 	 	325,500	  	 	Natural Gasoline (C5+) - Conway	  	 	121,443	  
	 WF(01/10/12FebDec12)
	  	Dec-12	  	Wells Fargo	  	$	2.2860	  	 	 	325,500	  	 	Natural Gasoline (C5+) - MB	  	 	155,127	  
	 BMO(11/08/11Cal12)
	  	Dec-12	  	Bank of Montreal	  	$	95.0000	  	 	 	31,000	  	 	Oil Swaps	  	 	238,570	  
	 BMO(11/08/11Cal12)2
	  	Dec-12	  	Bank of Montreal	  	$	95.0200	  	 	 	31,000	  	 	Oil Swaps	  	 	239,188	  
	 BMO(11/08/11Cal12)3
	  	Dec-12	  	Bank of Montreal	  	$	95.4000	  	 	 	31,000	  	 	Oil Swaps	  	 	250,921	  
	 BMO(11/08/11Cal12)4
	  	Dec-12	  	Bank of Montreal	  	$	95.4000	  	 	 	31,000	  	 	Oil Swaps	  	 	250,921	  
	 BMO(11/08/11Cal12)5
	  	Dec-12	  	Bank of Montreal	  	$	95.5700	  	 	 	31,000	  	 	Oil Swaps	  	 	256,170	  
	 BMO(11/08/11Cal12)6
	  	Dec-12	  	Bank of Montreal	  	$	95.6800	  	 	 	31,000	  	 	Oil Swaps	  	 	259,566	  
	 BA(02/15/12Mar12-Cal17)
	  	Dec-12	  	Bank of America	  	$	3.9000	  	 	 	620,000	  	 	Gas Swap	  	 	336,909	  
	 Citi(02/16/12Mar12-Cal17)
	  	Dec-12	  	Citi	  	$	3.9250	  	 	 	620,000	  	 	Gas Swap	  	 	352,364	  
	 GS(02/16/12Mar12-Cal17)
	  	Dec-12	  	Goldman Sachs	  	$	3.9300	  	 	 	620,000	  	 	Gas Swap	  	 	355,455	  
	 BA(02/16/12Mar12-Cal17)
	  	Dec-12	  	Bank of America	  	$	3.9350	  	 	 	620,000	  	 	Gas Swap	  	 	358,546	  
	 JP(12/20/11Cal12ParibasNovate)
	  	Dec-12	  	JP Morgan	  	$	5.8700	  	 	 	155,000	  	 	Gas Swap	  	 	388,682	  
	 BMO(08/03/10Cal12)
	  	Dec-12	  	Bank of Montreal	  	$	5.8740	  	 	 	155,000	  	 	Gas Swap	  	 	389,300	  
	 WF(11/08/10Cal12)
	  	Dec-12	  	Wells Fargo	  	$	5.4100	  	 	 	310,000	  	 	Gas Swap	  	 	635,182	  
	 JP(12/20/11Cal12ParibasNovate)3
	  	Dec-12	  	JP Morgan	  	$	5.4150	  	 	 	310,000	  	 	Gas Swap	  	 	636,727	  
	 BMO(11/08/10Cal12)
	  	Dec-12	  	Bank of Montreal	  	$	5.4200	  	 	 	310,000	  	 	Gas Swap	  	 	638,273	  
	 JP(12/20/11Cal12ParibasNovate)4
	  	Dec-12	  	JP Morgan	  	$	5.4400	  	 	 	310,000	  	 	Gas Swap	  	 	644,455	  
	 JP(12/20/11Cal12ParibasNovate)2
	  	Dec-12	  	JP Morgan	  	$	5.4450	  	 	 	310,000	  	 	Gas Swap	  	 	646,000	  
	 BMO(11/09/10Cal12)
	  	Dec-12	  	Bank of Montreal	  	$	5.4700	  	 	 	310,000	  	 	Gas Swap	  	 	653,727	  
	 JP(12/21/11Call2-16)
	  	Dec-12	  	JP Morgan	  	$	4.2110	  	 	 	808,000	  	 	Gas Swap	  	 	689,620	  
	 JP(12/20/11Dec12SCNovate)
	  	Dec-12	  	JP Morgan	  	$	5.5900	  	 	 	310,000	  	 	Gas Swap	  	 	690,818	  
	 BMO(10/08/10Dec12)
	  	Dec-12	  	Bank of Montreal	  	$	5.6000	  	 	 	310,000	  	 	Gas Swap	  	 	693,909	  
	 JP(12/13/1Cal12-16)
	  	Dec-12	  	JP Morgan	  	$	4.2180	  	 	 	808,000	  	 	Gas Swap	  	 	695,259	  
	 JP(07/27/10Cal12)
	  	Dec-12	  	JP Morgan	  	$	5.8800	  	 	 	310,000	  	 	Gas Swap	  	 	780,455	  
	 JP(08/03/10Cal12)
	  	Dec-12	  	JP Morgan	  	$	5.8800	  	 	 	310,000	  	 	Gas Swap	  	 	780,455	  
	 BMO(08/05/11Cal13b)3
	  	Jan-13	  	Bank of Montreal	  	$	93.5700	  	 	 	(31,000	) 	 	Oil Swaps	  	 	(181,367	) 
	 BMO(08/05/11Cal13b)
	  	Jan-13	  	Bank of Montreal	  	$	93.1500	  	 	 	(31,000	) 	 	Oil Swaps	  	 	(168,412	) 









 Samson Investment Company 

Mark to Market Information 

6/30/2012 
  


																			
	 Transaction

Confirmation

Received
	  	Contract
Month	  	Transacting
Company	  	Contract
Transaction
Basis	 	 	Monthly
Volume
Sold(Bought)	 	 	 Swap
	  	SIC
6/30/2012
MTM	 
	 JP(08/08/11Cal13b)3
	  	Jan-13	  	JP Morgan	  	$	91.4000	  	 	 	(31,000	) 	 	Oil Swaps	  	 	(114,434	) 
	 BMO(08/05/11Cal13b)2
	  	Jan-13	  	Bank of Montreal	  	$	93.5500	  	 	 	(15,500	) 	 	Oil Swaps	  	 	(90,375	) 
	 JP(08/08/11Cal13b)2
	  	Jan-13	  	JP Morgan	  	$	90.3500	  	 	 	(15,500	) 	 	Oil Swaps	  	 	(41,023	) 
	 JP(08/08/11Cal13b)
	  	Jan-13	  	JP Morgan	  	$	90.0000	  	 	 	(15,500	) 	 	Oil Swaps	  	 	(35,626	) 
	 BMO(01/10/12Cal13)
	  	Jan-13	  	Bank of Montreal	  	($	0.1850	) 	 	 	310,000	  	 	SJ Basis	  	 	(17,537	) 
	 BMO(01/10/12Cal13)2
	  	Jan-13	  	Bank of Montreal	  	($	0.1800	) 	 	 	310,000	  	 	SJ Basis	  	 	(15,994	) 
	 BMO(01/10/12Cal13)
	  	Jan-13	  	Bank of Montreal	  	($	0.2300	) 	 	 	310,000	  	 	CIG Basis	  	 	(13,894	) 
	 BMO(01 /10/12Cal13)
	  	Jan-13	  	Bank of Montreal	  	($	0.1900	) 	 	 	310,000	  	 	PEPL Basis	  	 	(9,355	) 
	 BMO(01/10/12Cal13)
	  	Jan-13	  	Bank of Montreal	  	($	0.1050	) 	 	 	155,000	  	 	NGPL TXOK Basis	  	 	(4,153	) 
	 WF(01/18/12Cal13)
	  	Jan-13	  	Wells Fargo	  	$	3.5000	  	 	 	310,000	  	 	Gas Swap	  	 	309	  
	 BMO(01/18/12Cal13)
	  	Jan-13	  	Bank of Montreal	  	$	3.5020	  	 	 	310,000	  	 	Gas Swap	  	 	926	  
	 BA(01/18/12Cal13)
	  	Jan-13	  	Bank of America	  	$	3.5100	  	 	 	387,500	  	 	Gas Swap	  	 	4,246	  
	 BA(01/18/12Cal13)2
	  	Jan-13	  	Bank of America	  	$	3.5200	  	 	 	310,000	  	 	Gas Swap	  	 	6,485	  
	 WF(01/17/12Cal13)
	  	Jan-13	  	Wells Fargo	  	$	3.5200	  	 	 	310,000	  	 	Gas Swap	  	 	6,485	  
	 CS(01/18/12Cal13)
	  	Jan-13	  	Credit Suisse	  	$	3.5100	  	 	 	620,000	  	 	Gas Swap	  	 	6,793	  
	 TD(01/17/12Cal13)
	  	Jan-13	  	TD Securities	  	$	3.5250	  	 	 	310,000	  	 	Gas Swap	  	 	8,028	  
	 GS(01/17/12Cal13)
	  	Jan-13	  	Goldman Sachs	  	$	3.5300	  	 	 	310,000	  	 	Gas Swap	  	 	9,572	  
	 BA(01/23/12Cal13)
	  	Jan-13	  	Bank of America	  	$	3.5800	  	 	 	155,000	  	 	Gas Swap	  	 	12,506	  
	 BMO(01/17/12Cal13)
	  	Jan-13	  	Bank of Montreal	  	$	3.5200	  	 	 	620,000	  	 	Gas Swap	  	 	12,969	  
	 CS(01/17/12Cal13)
	  	Jan-13	  	Credit Suisse	  	$	3.5250	  	 	 	620,000	  	 	Gas Swap	  	 	16,057	  
	 BMO(01/23/12Cal13)
	  	Jan-13	  	Bank of Montreal	  	$	3.5600	  	 	 	310,000	  	 	Gas Swap	  	 	18,836	  
	 Citi(01/23/12Cal13)
	  	Jan-13	  	Citi	  	$	3.5650	  	 	 	310,000	  	 	Gas Swap	  	 	20,380	  
	 BMO(10/05/10Cal13)
	  	Jan-13	  	Bank of Montreal	  	$	89.0500	  	 	 	15,500	  	 	Oil Swaps	  	 	20,974	  
	 JP(10/01/10Cal13)
	  	Jan-13	  	JP Morgan	  	$	89.0500	  	 	 	15,500	  	 	Oil Swaps	  	 	20,974	  
	 JP(12/20/11/ Cal13ParibasNovate)
	  	Jan-13	  	JP Morgan	  	$	89.0500	  	 	 	15,500	  	 	Oil Swaps	  	 	20,974	  
	 JP(10/05/10Cal13)
	  	Jan-13	  	JP Morgan	  	$	89.0600	  	 	 	15,500	  	 	Oil Swaps	  	 	21,129	  
	 CS(01/23/12Cal13)
	  	Jan-13	  	Credit Suisse	  	$	3.5700	  	 	 	310,000	  	 	Gas Swap	  	 	21,924	  
	 BMO(10/05/10Cal13)2
	  	Jan-13	  	Bank of Montreal	  	$	89.1500	  	 	 	15,500	  	 	Oil Swaps	  	 	22,517	  
	 WF(04/05/12Cal13)
	  	Jan-13	  	Wells Fargo	  	$	0.4175	  	 	 	325,500	  	 	Ethane (C2) - MB	  	 	23,480	  
	 BMO(10/05/10Cal13)3
	  	Jan-13	  	Bank of Montreal	  	$	89.6000	  	 	 	15,500	  	 	Oil Swaps	  	 	29,457	  
	 JP(10/05/10Cal13)2
	  	Jan-13	  	JP Morgan	  	$	89.6500	  	 	 	15,500	  	 	Oil Swaps	  	 	30,228	  
	 WF(04/17/12Cal13)
	  	Jan-13	  	Wells Fargo	  	$	0.4400	  	 	 	325,500	  	 	Ethane (C2) - MB	  	 	30,767	  
	 JP(10/05/10Cal13)3
	  	Jan-13	  	JP Morgan	  	$	89.7000	  	 	 	15,500	  	 	Oil Swaps	  	 	30,999	  
	 JP(12/20/11Call3SCNovate)
	  	Jan-13	  	JP Morgan	  	$	90.6000	  	 	 	15,500	  	 	Oil Swaps	  	 	44,879	  
	 BMO(11/04/10Cal13)
	  	Jan-13	  	Bank of Montreal	  	$	90.6500	  	 	 	15,500	  	 	Oil Swaps	  	 	45,650	  
	 BMO(11/05/10Cal13)
	  	Jan-13	  	Bank of Montreal	  	$	90.9000	  	 	 	15,500	  	 	Oil Swaps	  	 	49,506	  
	 JP(12/20/11Cal13ParibasNovate)2
	  	Jan-13	  	JP Morgan	  	$	90.9000	  	 	 	15,500	  	 	Oil Swaps	  	 	49,506	  
	 WF(01/12/12Cal13)
	  	Jan-13	  	Wells Fargo	  	$	0.5738	  	 	 	325,500	  	 	Ethane (C2) - MB	  	 	74,084	  
	 BMO(05/11/10Cal13)
	  	Jan-13	  	Bank of Montreal	  	$	90.8000	  	 	 	31,000	  	 	Oil Swaps	  	 	95,927	  
	 JP(05/06/10Cal13)
	  	Jan-13	  	JP Morgan	  	$	90.8000	  	 	 	31,000	  	 	Oil Swaps	  	 	95,927	  
	 JP(05/06/10Cal13)2
	  	Jan-13	  	JP Morgan	  	$	91.0000	  	 	 	31,000	  	 	Oil Swaps	  	 	102,096	  
	 WF(01/10/12Cal13)
	  	Jan-13	  	Wells Fargo	  	$	2.1185	  	 	 	325,500	  	 	Natural Gasoline (C5+) - Conway	  	 	108,818	  
	 WF(04/05/12Cal13)
	  	Jan-13	  	Wells Fargo	  	$	1.1050	  	 	 	325,500	  	 	Propane (C3) - Conway	  	 	113,622	  
	 GS(04/05/12Cal13)
	  	Jan-13	  	Goldman Sachs	  	$	1.2500	  	 	 	325,500	  	 	Propane (C3) - MB	  	 	117,400	  
	 JP(01/26/11Cal13)
	  	Jan-13	  	JP Morgan	  	$	95.5000	  	 	 	15,500	  	 	Oil Swaps	  	 	120,449	  
	 BMO(01/26/11Cal13)
	  	Jan-13	  	Bank of Montreal	  	$	95.5700	  	 	 	15,500	  	 	Oil Swaps	  	 	121,528	  
	 TD(01/12/12Cal13)
	  	Jan-13	  	TD Securities	  	$	3.7000	  	 	 	620,000	  	 	Gas Swap	  	 	124,132	  
	 BofA(01/12/12Cal13)
	  	Jan-13	  	Bank of America	  	$	3.7025	  	 	 	620,000	  	 	Gas Swap	  	 	125,676	  
	 WF(01/17/12Cal13)
	  	Jan-13	  	Wells Fargo	  	$	1.2863	  	 	 	325,500	  	 	Propane (C3) - MB	  	 	129,140	  
	 WF(01/10/12Cal13)
	  	Jan-13	  	Wells Fargo	  	$	2.2360	  	 	 	325,500	  	 	Natural Gasoline (C5+) - MB	  	 	134,997	  
	 BA(02/15/12Mar12-Cal17)
	  	Jan-13	  	Bank of America	  	$	3.9000	  	 	 	387,500	  	 	Gas Swap	  	 	154,779	  
	 JP(11/08/11Cal13)
	  	Jan-13	  	JP Morgan	  	$	92.9500	  	 	 	31,000	  	 	Oil Swaps	  	 	162,243	  
	 JP(01/03/11Cal13)
	  	Jan-13	  	JP Morgan	  	$	93.0000	  	 	 	31,000	  	 	Oil Swaps	  	 	163,785	  
	 Citi(02/16/12Mar12-Cal17)
	  	Jan-13	  	Citi	  	$	3.9250	  	 	 	387,500	  	 	Gas Swap	  	 	164,429	  
	 GS(02/16/12Mar12-Cal17)
	  	Jan-13	  	Goldman Sachs	  	$	3.9300	  	 	 	387,500	  	 	Gas Swap	  	 	166,359	  
	 BA(02/16/12Mar12-Cal17)
	  	Jan-13	  	Bank of America	  	$	3.9350	  	 	 	387,500	  	 	Gas Swap	  	 	168,289	  
	 BMO(05/17/12Cal13)
	  	Jan-13	  	Bank of Montreal	  	$	93.1800	  	 	 	31,000	  	 	Oil Swaps	  	 	169,337	  
	 JP(01/03/11Cal13)2
	  	Jan-13	  	JP Morgan	  	$	93.2000	  	 	 	31,000	  	 	Oil Swaps	  	 	169,954	  
	 JP(11/08/11Cal13)2
	  	Jan-13	  	JP Morgan	  	$	93.3500	  	 	 	31,000	  	 	Oil Swaps	  	 	174,581	  
	 BMO(11/08/11Cal13)
	  	Jan-13	  	Bank of Montreal	  	$	93.4300	  	 	 	31,000	  	 	Oil Swaps	  	 	177,049	  
	 BMO(05/17/12Cal13)2
	  	Jan-13	  	Bank of Montreal	  	$	93.5000	  	 	 	31,000	  	 	Oil Swaps	  	 	179,208	  
	 WF(11/29/11Cal13)
	  	Jan-13	  	Wells Fargo	  	$	93.5000	  	 	 	31,000	  	 	Oil Swaps	  	 	179,208	  
	 JP(11/08/11Cal13)3
	  	Jan-13	  	JP Morgan	  	$	93.5500	  	 	 	31,000	  	 	Oil Swaps	  	 	180,750	  
	 BA(05/17/12Cal13)
	  	Jan-13	  	Bank of America	  	$	93.6000	  	 	 	31,000	  	 	Oil Swaps	  	 	182,292	  









 Samson Investment Company 

Mark to Market Information 

6/30/2012 
  


																			
	 Transaction

Confirmation

Received
	  	Contract
Month	  	Transacting
Company	  	Contract
Transaction
Basis	 	 	Monthly
Volume
Sold(Bought)	 	 	 Swap
	  	SIC
6/30/2012
MTM	 
	 JP(12/21/11Cal12-16)
	  	Jan-13	  	JP Morgan	  	$	4.2110	  	 	 	1,130,500	  	 	Gas Swap	  	 	801,766	  
	 JP(12/13/11Cal12-16)
	  	Jan-13	  	JP Morgan	  	$	4.2180	  	 	 	1,130,500	  	 	Gas Swap	  	 	809,649	  
	 BMO(08/05/11Cal13b)3
	  	Feb-13	  	Bank of Montreal	  	$	93.5700	  	 	 	(28,000	) 	 	Oil Swaps	  	 	(153,818	) 
	 BMO(08/05/11Cal13b)
	  	Feb-13	  	Bank of Montreal	  	$	93.1500	  	 	 	(28,000	) 	 	Oil Swaps	  	 	(142,129	) 
	 JP(08/08/11Cal13b)3
	  	Feb-13	  	JP Morgan	  	$	91.4000	  	 	 	(28,000	) 	 	Oil Swaps	  	 	(93,423	) 
	 BMO(08/05/11Cal13b)2
	  	Feb-13	  	Bank of Montreal	  	$	93.5500	  	 	 	(14,000	) 	 	Oil Swaps	  	 	(76,631	) 
	 JP(08/08/11Cal13b)2
	  	Feb-13	  	JP Morgan	  	$	90.3500	  	 	 	(14,000	) 	 	Oil Swaps	  	 	(32,100	) 
	 JP(08/08/11Cal13b)
	  	Feb-13	  	JP Morgan	  	$	90.0000	  	 	 	(14,000	) 	 	Oil Swaps	  	 	(27,229	) 
	 BMO(01/10/12Cal13)
	  	Feb-13	  	Bank of Montreal	  	($	0.2300	) 	 	 	280,000	  	 	CIG Basis	  	 	(16,019	) 
	 BMO(01/10/12Cal13)
	  	Feb-13	  	Bank of Montreal	  	($	0.1850	) 	 	 	280,000	  	 	SJ Basis	  	 	(10,698	) 
	 BMO(01/10/12Cal13)
	  	Feb-13	  	Bank of Montreal	  	($	0.1900	) 	 	 	280,000	  	 	PEPL Basis	  	 	(9,862	) 
	 BMO(01/10/12Cal13)2
	  	Feb-13	  	Bank of Montreal	  	($	0.1800	) 	 	 	280,000	  	 	SJ Basis	  	 	(9,305	) 
	 BMO(01/10/12Cal13)
	  	Feb-13	  	Bank of Montreal	  	($	0.1050	) 	 	 	140,000	  	 	NGPL TXOK Basis	  	 	(4,875	) 
	 WF(01/18/12Cal13)
	  	Feb-13	  	Wells Fargo	  	$	3.5000	  	 	 	280,000	  	 	Gas Swap	  	 	(2,507	) 
	 BMO(01/18/12Cal13)
	  	Feb-13	  	Bank of Montreal	  	$	3.5020	  	 	 	280,000	  	 	Gas Swap	  	 	(1,950	) 
	 BA(01/18/12Cal13)
	  	Feb-13	  	Bank of America	  	$	3.5100	  	 	 	350,000	  	 	Gas Swap	  	 	348	  
	 CS(01/18/12Cal13)
	  	Feb-13	  	Credit Suisse	  	$	3.5100	  	 	 	560,000	  	 	Gas Swap	  	 	557	  
	 BA(01/18/12Cal13)2
	  	Feb-13	  	Bank of America	  	$	3.5200	  	 	 	280,000	  	 	Gas Swap	  	 	3,065	  
	 WF(01/17/12Cal13)
	  	Feb-13	  	Wells Fargo	  	$	3.5200	  	 	 	280,000	  	 	Gas Swap	  	 	3,065	  
	 TD(01/17/12Cal13)
	  	Feb-13	  	TD Securities	  	$	3.5250	  	 	 	280,000	  	 	Gas Swap	  	 	4,458	  
	 GS(01/17/12Cal13)
	  	Feb-13	  	Goldman Sachs	  	$	3.5300	  	 	 	280,000	  	 	Gas Swap	  	 	5,851	  
	 BMO(01/17/12Cal13)
	  	Feb-13	  	Bank of Montreal	  	$	3.5200	  	 	 	560,000	  	 	Gas Swap	  	 	6,129	  
	 CS(01/17/12Cal13)
	  	Feb-13	  	Credit Suisse	  	$	3.5250	  	 	 	560,000	  	 	Gas Swap	  	 	8,916	  
	 BA(01/23/12Cal13)
	  	Feb-13	  	Bank of America	  	$	3.5800	  	 	 	140,000	  	 	Gas Swap	  	 	9,891	  
	 BMO(10/05/10Cal13)
	  	Feb-13	  	Bank of Montreal	  	$	89.0500	  	 	 	14,000	  	 	Oil Swaps	  	 	14,009	  
	 JP(10/01/10Cal13)
	  	Feb-13	  	JP Morgan	  	$	89.0500	  	 	 	14,000	  	 	Oil Swaps	  	 	14,009	  
	 JP(12/20/11Cal13ParibasNovate)
	  	Feb-13	  	JP Morgan	  	$	89.0500	  	 	 	14,000	  	 	Oil Swaps	  	 	14,009	  
	 JP(10/05/10Cal13)
	  	Feb-13	  	JP Morgan	  	$	89.0600	  	 	 	14,000	  	 	Oil Swaps	  	 	14,148	  
	 BMO(01/23/12Cal13)
	  	Feb-13	  	Bank of Montreal	  	$	3.5600	  	 	 	280,000	  	 	Gas Swap	  	 	14,209	  
	 BMO(10/05/10Cal13)2
	  	Feb-13	  	Bank of Montreal	  	$	89.1500	  	 	 	14,000	  	 	Oil Swaps	  	 	15,400	  
	 Citi(01/23/12Cal13)
	  	Feb-13	  	Citi	  	$	3.5650	  	 	 	280,000	  	 	Gas Swap	  	 	15,602	  
	 CS(01/23/12Cal13)
	  	Feb-13	  	Credit Suisse	  	$	3.5700	  	 	 	280,000	  	 	Gas Swap	  	 	16,995	  
	 WF(04/05/12Cal13)
	  	Feb-13	  	Wells Fargo	  	$	0.4175	  	 	 	294,000	  	 	Ethane (C2) - MB	  	 	20,091	  
	 BMO(10/05/10Cal13)3
	  	Feb-13	  	Bank of Montreal	  	$	89.6000	  	 	 	14,000	  	 	Oil Swaps	  	 	21,663	  
	 JP(10/05/10Cal13)2
	  	Feb-13	  	JP Morgan	  	$	89.6500	  	 	 	14,000	  	 	Oil Swaps	  	 	22,358	  
	 JP(10/05/10Cal13)3
	  	Feb-13	  	JP Morgan	  	$	89.7000	  	 	 	14,000	  	 	Oil Swaps	  	 	23,054	  
	 WF(04/17/12Cal13)
	  	Feb-13	  	Wells Fargo	  	$	0.4400	  	 	 	294,000	  	 	Ethane (C2) - MB	  	 	26,666	  
	 JP(12/20/11Cal13SCNovate)
	  	Feb-13	  	JP Morgan	  	$	90.6000	  	 	 	14,000	  	 	Oil Swaps	  	 	35,579	  
	 BMO(11/04/10Cal13)
	  	Feb-13	  	Bank of Montreal	  	$	90.6500	  	 	 	14,000	  	 	Oil Swaps	  	 	36,274	  
	 BMO(11/05/10Cal13)
	  	Feb-13	  	Bank of Montreal	  	$	90.9000	  	 	 	14,000	  	 	Oil Swaps	  	 	39,753	  
	 JP(12/20/11Cal13ParibasNovate)2
	  	Feb-13	  	JP Morgan	  	$	90.9000	  	 	 	14,000	  	 	Oil Swaps	  	 	39,753	  
	 WF(01/12/12Cal13)
	  	Feb-13	  	Wells Fargo	  	$	0.5738	  	 	 	294,000	  	 	Ethane (C2) - MB	  	 	65,751	  
	 BMO(05/11/10Cal13)
	  	Feb-13	  	Bank of Montreal	  	$	90.8000	  	 	 	28,000	  	 	Oil Swaps	  	 	76,723	  
	 JP(05/06/10Cal13)
	  	Feb-13	  	JP Morgan	  	$	90.8000	  	 	 	28,000	  	 	Oil Swaps	  	 	76,723	  
	 JP(05/06/10Cal13)2
	  	Feb-13	  	JP Morgan	  	$	91.0000	  	 	 	28,000	  	 	Oil Swaps	  	 	82,290	  
	 WF(01/10/12Cal13)
	  	Feb-13	  	Wells Fargo	  	$	2.1185	  	 	 	294,000	  	 	Natural Gasoline (C5+) - Conway	  	 	98,189	  
	 WF(04/05/12Cal13)
	  	Feb-13	  	Wells Fargo	  	$	1.1050	  	 	 	294,000	  	 	Propane (C3) - Conway	  	 	102,523	  
	 JP(01/26/11Cal13)
	  	Feb-13	  	JP Morgan	  	$	95.5000	  	 	 	14,000	  	 	Oil Swaps	  	 	103,767	  
	 BMO(01/26/11Cal13)
	  	Feb-13	  	Bank of Montreal	  	$	95.5700	  	 	 	14,000	  	 	Oil Swaps	  	 	104,741	  
	 TD(01/12/12Cal13)
	  	Feb-13	  	TD Securities	  	$	3.7000	  	 	 	560,000	  	 	Gas Swap	  	 	106,429	  
	 GS(04/05/12Cal13)
	  	Feb-13	  	Goldman Sachs	  	$	1.2500	  	 	 	294,000	  	 	Propane (C3) - MB	  	 	106,663	  
	 BofA(01/12/12Cal13)
	  	Feb-13	  	Bank of America	  	$	3.7025	  	 	 	560,000	  	 	Gas Swap	  	 	107,822	  
	 WF(01/17/12Cal13)
	  	Feb-13	  	Wells Fargo	  	$	1.2863	  	 	 	294,000	  	 	Propane (C3) - MB	  	 	117,257	  
	 WF(01/10/12Cal13)
	  	Feb-13	  	Wells Fargo	  	$	2.2360	  	 	 	294,000	  	 	Natural Gasoline (C5+) - MB	  	 	121,811	  
	 BA(02/15/12Mar12-Cal17)
	  	Feb-13	  	Bank of America	  	$	3.9000	  	 	 	350,000	  	 	Gas Swap	  	 	136,170	  
	 JP(11/08/11Cal13)
	  	Feb-13	  	JP Morgan	  	$	92.9500	  	 	 	28,000	  	 	Oil Swaps	  	 	136,562	  
	 JP(01/03/11Cal13)
	  	Feb-13	  	JP Morgan	  	$	93.0000	  	 	 	28,000	  	 	Oil Swaps	  	 	137,954	  
	 BMO(05/17/12Cal13)
	  	Feb-13	  	Bank of Montreal	  	$	93.1800	  	 	 	28,000	  	 	Oil Swaps	  	 	142,963	  
	 JP(01/03/11 Cal13)2
	  	Feb-13	  	JP Morgan	  	$	93.2000	  	 	 	28,000	  	 	Oil Swaps	  	 	143,520	  
	 Citi(02/16/12Mar12-Cal17)
	  	Feb-13	  	Citi	  	$	3.9250	  	 	 	350,000	  	 	Gas Swap	  	 	144,877	  
	 GS(02/16/12Mar12-Cal17)
	  	Feb-13	  	Goldman Sachs	  	$	3.9300	  	 	 	350,000	  	 	Gas Swap	  	 	146,618	  
	 JP(11/08/11Cal13)2
	  	Feb-13	  	JP Morgan	  	$	93.3500	  	 	 	28,000	  	 	Oil Swaps	  	 	147,695	  
	 BA(02/16/12Mar12-Cal17)
	  	Feb-13	  	Bank of America	  	$	3.9350	  	 	 	350,000	  	 	Gas Swap	  	 	148,360	  
	 BMO(11/08/11Cal13)
	  	Feb-13	  	Bank of Montreal	  	$	93.4300	  	 	 	28,000	  	 	Oil Swaps	  	 	149,921	  









 Samson Investment Company 

Mark to Market Information 

6/30/2012 
  


																			
	 Transaction

Confirmation

Received
	  	Contract
Month	  	Transacting
Company	  	Contract
Transaction
Basis	 	 	Monthly
Volume
Sold(Bought)	 	 	 Swap
	  	SIC
6/30/2012
MTM	 
	 BMO(05/17/12Cal13)2
	  	Feb-13	  	Bank of Montreal	  	$	93.5000	  	 	 	28,000	  	 	Oil Swaps	  	 	151,870	  
	 WF(11/29/11Cal13)
	  	Feb-13	  	Wells Fargo	  	$	93.5000	  	 	 	28,000	  	 	Oil Swaps	  	 	151,870	  
	 JP(11/08/11Cal13)3
	  	Feb-13	  	JP Morgan	  	$	93.5500	  	 	 	28,000	  	 	Oil Swaps	  	 	153,261	  
	 BA(05/17/12Cal13)
	  	Feb-13	  	Bank of America	  	$	93.6000	  	 	 	28,000	  	 	Oil Swaps	  	 	154,653	  
	 JP(12/21/11Cal12-16)
	  	Feb-13	  	JP Morgan	  	$	4.2110	  	 	 	1,113,100	  	 	Gas Swap	  	 	777,516	  
	 JP(12/13/11Cal12-16)
	  	Feb-13	  	JP Morgan	  	$	4.2180	  	 	 	1,113,100	  	 	Gas Swap	  	 	785,269	  
	 BMO(08/05/11Cal13b)3
	  	Mar-13	  	Bank of Montreal	  	$	93.5700	  	 	 	(31,000	) 	 	Oil Swaps	  	 	(162,099	) 
	 BMO(08/05/11Cal13b)
	  	Mar-13	  	Bank of Montreal	  	$	93.1500	  	 	 	(31,000	) 	 	Oil Swaps	  	 	(149,172	) 
	 JP(08/08/11Cal13b)3
	  	Mar-13	  	JP Morgan	  	$	91.4000	  	 	 	(31,000	) 	 	Oil Swaps	  	 	(95,310	) 
	 BMO(08/05/11Cal13b)2
	  	Mar-13	  	Bank of Montreal	  	$	93.5500	  	 	 	(15,500	) 	 	Oil Swaps	  	 	(80,742	) 
	 JP(08/08/11Cal13b)2
	  	Mar-13	  	JP Morgan	  	$	90.3500	  	 	 	(15,500	) 	 	Oil Swaps	  	 	(31,496	) 
	 JP(08/08/11Cal13b)
	  	Mar-13	  	JP Morgan	  	$	90.0000	  	 	 	(15,500	) 	 	Oil Swaps	  	 	(26,110	) 
	 BMO(01/10/12Cal13)
	  	Mar-13	  	Bank of Montreal	  	($	0.1900	) 	 	 	310,000	  	 	PEPL Basis	  	 	(17,933	) 
	 BMO(01/10/12Cal13)
	  	Mar-13	  	Bank of Montreal	  	($	0.2300	) 	 	 	310,000	  	 	CIG Basis	  	 	(16,947	) 
	 BMO(01/10/12Cal13)
	  	Mar-13	  	Bank of Montreal	  	($	0.1850	) 	 	 	310,000	  	 	SJ Basis	  	 	(11,031	) 
	 BMO(01/10/12Cal13)2
	  	Mar-13	  	Bank of Montreal	  	($	0.1800	) 	 	 	310,000	  	 	SJ Basis	  	 	(9,490	) 
	 BMO(01/10/12Cal13)
	  	Mar-13	  	Bank of Montreal	  	($	0.1050	) 	 	 	155,000	  	 	NGPL TXOK Basis	  	 	(6,224	) 
	 WF(01/18/12Cal13)
	  	Mar-13	  	Wells Fargo	  	$	3.5000	  	 	 	310,000	  	 	Gas Swap	  	 	4,930	  
	 BMO(01/18/12Cal13)
	  	Mar-13	  	Bank of Montreal	  	$	3.5020	  	 	 	310,000	  	 	Gas Swap	  	 	5,547	  
	 BA(01/18/12Cal13)
	  	Mar-13	  	Bank of America	  	$	3.5100	  	 	 	387,500	  	 	Gas Swap	  	 	10,015	  
	 BA(01/18/12Cal13)2
	  	Mar-13	  	Bank of America	  	$	3.5200	  	 	 	310,000	  	 	Gas Swap	  	 	11,094	  
	 WF(01/17/12Cal13)
	  	Mar-13	  	Wells Fargo	  	$	3.5200	  	 	 	310,000	  	 	Gas Swap	  	 	11,094	  
	 BMO(10/05/10Cal13)
	  	Mar-13	  	Bank of Montreal	  	$	89.0500	  	 	 	15,500	  	 	Oil Swaps	  	 	11,491	  
	 JP(10/01/10Cal13)
	  	Mar-13	  	JP Morgan	  	$	89.0500	  	 	 	15,500	  	 	Oil Swaps	  	 	11,491	  
	 JP(12/20/11 Cal13ParibasNovate)
	  	Mar-13	  	JP Morgan	  	$	89.0500	  	 	 	15,500	  	 	Oil Swaps	  	 	11,491	  
	 JP(10/05/10Cal13)
	  	Mar-13	  	JP Morgan	  	$	89.0600	  	 	 	15,500	  	 	Oil Swaps	  	 	11,644	  
	 TD(01/17/12Cal13)
	  	Mar-13	  	TD Securities	  	$	3.5250	  	 	 	310,000	  	 	Gas Swap	  	 	12,634	  
	 BMO(10/05/10Cal13)2
	  	Mar-13	  	Bank of Montreal	  	$	89.1500	  	 	 	15,500	  	 	Oil Swaps	  	 	13,029	  
	 GS(01/17/12Cal13)
	  	Mar-13	  	Goldman Sachs	  	$	3.5300	  	 	 	310,000	  	 	Gas Swap	  	 	14,175	  
	 BA(01/23/12Cal13)
	  	Mar-13	  	Bank of America	  	$	3.5800	  	 	 	155,000	  	 	Gas Swap	  	 	14,791	  
	 CS(01/18/12Cal13)
	  	Mar-13	  	Credit Suisse	  	$	3.5100	  	 	 	620,000	  	 	Gas Swap	  	 	16,024	  
	 BMO(10/05/10Cal13)3
	  	Mar-13	  	Bank of Montreal	  	$	89.6000	  	 	 	15,500	  	 	Oil Swaps	  	 	19,955	  
	 JP(10/05/10Cal13)2
	  	Mar-13	  	JP Morgan	  	$	89.6500	  	 	 	15,500	  	 	Oil Swaps	  	 	20,724	  
	 WF(04/05/12Cal13)
	  	Mar-13	  	Wells Fargo	  	$	0.4175	  	 	 	325,500	  	 	Ethane (C2) - MB	  	 	21,410	  
	 JP(10/05/10Cal13)3
	  	Mar-13	  	JP Morgan	  	$	89.7000	  	 	 	15,500	  	 	Oil Swaps	  	 	21,493	  
	 BMO(01/17/12Cal13)
	  	Mar-13	  	Bank of Montreal	  	$	3.5200	  	 	 	620,000	  	 	Gas Swap	  	 	22,187	  
	 BMO(01/23/12Cal13)
	  	Mar-13	  	Bank of Montreal	  	$	3.5600	  	 	 	310,000	  	 	Gas Swap	  	 	23,420	  
	 Citi(01/23/12Cal13)
	  	Mar-13	  	Citi	  	$	3.5650	  	 	 	310,000	  	 	Gas Swap	  	 	24,960	  
	 CS(01/17/12Cal13)
	  	Mar-13	  	Credit Suisse	  	$	3.5250	  	 	 	620,000	  	 	Gas Swap	  	 	25,269	  
	 CS(01/23/12Cal13)
	  	Mar-13	  	Credit Suisse	  	$	3.5700	  	 	 	310,000	  	 	Gas Swap	  	 	26,501	  
	 WF(04/17/12Cal13)
	  	Mar-13	  	Wells Fargo	  	$	0.4400	  	 	 	325,500	  	 	Ethane (C2) - MB	  	 	28,681	  
	 JP(12/20/11Call3SCNovate)
	  	Mar-13	  	JP Morgan	  	$	90.6000	  	 	 	15,500	  	 	Oil Swaps	  	 	35,344	  
	 BMO(11/04/10Cal13)
	  	Mar-13	  	Bank of Montreal	  	$	90.6500	  	 	 	15,500	  	 	Oil Swaps	  	 	36,113	  
	 BMO(11/05/10Cal13)
	  	Mar-13	  	Bank of Montreal	  	$	90.9000	  	 	 	15,500	  	 	Oil Swaps	  	 	39,960	  
	 JP(12/20/11Cal13ParibasNovate)2
	  	Mar-13	  	JP Morgan	  	$	90.9000	  	 	 	15,500	  	 	Oil Swaps	  	 	39,960	  
	 WF(01/12/12Cal13)
	  	Mar-13	  	Wells Fargo	  	$	0.5738	  	 	 	325,500	  	 	Ethane (C2) - MB	  	 	71,904	  
	 BMO(05/11/10Cal13)
	  	Mar-13	  	Bank of Montreal	  	$	90.8000	  	 	 	31,000	  	 	Oil Swaps	  	 	76,843	  
	 JP(05/06/10Cal13)
	  	Mar-13	  	JP Morgan	  	$	90.8000	  	 	 	31,000	  	 	Oil Swaps	  	 	76,843	  
	 JP(05/06/10Cal13)2
	  	Mar-13	  	JP Morgan	  	$	91.0000	  	 	 	31,000	  	 	Oil Swaps	  	 	82,999	  
	 WF(01/10/12Cal13)
	  	Mar-13	  	Wells Fargo	  	$	2.1185	  	 	 	325,500	  	 	Natural Gasoline (C5+) - Conway	  	 	108,583	  
	 JP(01/26/11Cal13)
	  	Mar-13	  	JP Morgan	  	$	95.5000	  	 	 	15,500	  	 	Oil Swaps	  	 	110,750	  
	 BMO(01/26/11Cal13)
	  	Mar-13	  	Bank of Montreal	  	$	95.5700	  	 	 	15,500	  	 	Oil Swaps	  	 	111,828	  
	 WF(04/05/12Cal13)
	  	Mar-13	  	Wells Fargo	  	$	1.1050	  	 	 	325,500	  	 	Propane (C3) - Conway	  	 	113,377	  
	 GS(04/05/12Cal13)
	  	Mar-13	  	Goldman Sachs	  	$	1.2500	  	 	 	325,500	  	 	Propane (C3) - MB	  	 	124,014	  
	 TD(01/12/12Cal13)
	  	Mar-13	  	TD Securities	  	$	3.7000	  	 	 	620,000	  	 	Gas Swap	  	 	133,122	  
	 BofA(01/12/12Cal13)
	  	Mar-13	  	Bank of America	  	$	3.7025	  	 	 	620,000	  	 	Gas Swap	  	 	134,663	  
	 WF(01/10/12Cal13)
	  	Mar-13	  	Wells Fargo	  	$	2.2360	  	 	 	325,500	  	 	Natural Gasoline (C5+) - MB	  	 	134,705	  
	 WF(01/17/12Cal13)
	  	Mar-13	  	Wells Fargo	  	$	1.2863	  	 	 	325,500	  	 	Propane (C3) - MB	  	 	135,729	  
	 JP(11/08/11Cal13)
	  	Mar-13	  	JP Morgan	  	$	92.9500	  	 	 	31,000	  	 	Oil Swaps	  	 	143,016	  
	 JP(01/03/11Cal13)
	  	Mar-13	  	JP Morgan	  	$	93.0000	  	 	 	31,000	  	 	Oil Swaps	  	 	144,555	  
	 BMO(05/17/12Cal13)
	  	Mar-13	  	Bank of Montreal	  	$	93.1800	  	 	 	31,000	  	 	Oil Swaps	  	 	150,095	  
	 JP(01/03/11Cal13)2
	  	Mar-13	  	JP Morgan	  	$	93.2000	  	 	 	31,000	  	 	Oil Swaps	  	 	150,711	  
	 JP(11/08/11Cal13)2
	  	Mar-13	  	JP Morgan	  	$	93.3500	  	 	 	31,000	  	 	Oil Swaps	  	 	155,328	  
	 BMO(11/08/11Cal13)
	  	Mar-13	  	Bank of Montreal	  	$	93.4300	  	 	 	31,000	  	 	Oil Swaps	  	 	157,790	  









 Samson Investment Company 

Mark to Market Information 

6/30/2012 
  


																			
	 Transaction

Confirmation

Received
	  	Contract
Month	  	Transacting
Company	  	Contract
Transaction
Basis	 	 	Monthly
Volume
Sold(Bought)	 	 	 Swap
	  	SIC
6/30/2012
MTM	 
	 BMO(05/17/12Cal13)2
	  	Mar-13	  	Bank of Montreal	  	$	93.5000	  	 	 	31,000	  	 	Oil Swaps	  	 	159,944	  
	 WF(11/29/11Cal13)
	  	Mar-13	  	Wells Fargo	  	$	93.5000	  	 	 	31,000	  	 	Oil Swaps	  	 	159,944	  
	 BA(02/15/12Mar12-Cal17)
	  	Mar-13	  	Bank of America	  	$	3.9000	  	 	 	387,500	  	 	Gas Swap	  	 	160,240	  
	 JP(11/08/11Cal13)3
	  	Mar-13	  	JP Morgan	  	$	93.5500	  	 	 	31,000	  	 	Oil Swaps	  	 	161,483	  
	 BA(05/17/12Cal13)
	  	Mar-13	  	Bank of America	  	$	93.6000	  	 	 	31,000	  	 	Oil Swaps	  	 	163,022	  
	 Citi(02/16/12Mar12-Cal17)
	  	Mar-13	  	Citi	  	$	3.9250	  	 	 	387,500	  	 	Gas Swap	  	 	169,870	  
	 GS(02/16/12Mar12-Cal17)
	  	Mar-13	  	Goldman Sachs	  	$	3.9300	  	 	 	387,500	  	 	Gas Swap	  	 	171,796	  
	 BA(02/16/12Mar12-Cal17)
	  	Mar-13	  	Bank of America	  	$	3.9350	  	 	 	387,500	  	 	Gas Swap	  	 	173,722	  
	 JP(12/21/11Cal12-16)
	  	Mar-13	  	JP Morgan	  	$	4.2110	  	 	 	1,096,300	  	 	Gas Swap	  	 	792,264	  
	 JP(12/13/11Cal12-16)
	  	Mar-13	  	JP Morgan	  	$	4.2180	  	 	 	1,096,300	  	 	Gas Swap	  	 	799,892	  
	 BMO(08/05/11Cal13b)3
	  	Apr-13	  	Bank of Montreal	  	$	93.5700	  	 	 	(30,000	) 	 	Oil Swaps	  	 	(150,532	) 
	 BMO(08/05/11Cal13b)
	  	Apr-13	  	Bank of Montreal	  	$	93.1500	  	 	 	(30,000	) 	 	Oil Swaps	  	 	(138,037	) 
	 JP(08/08/11Cal13b)3
	  	Apr-13	  	JP Morgan	  	$	91.4000	  	 	 	(30,000	) 	 	Oil Swaps	  	 	(85,976	) 
	 BMO(08/05/11Cal13b)2
	  	Apr-13	  	Bank of Montreal	  	$	93.5500	  	 	 	(15,000	) 	 	Oil Swaps	  	 	(74,968	) 
	 JP(08/08/11Cal13b)2
	  	Apr-13	  	JP Morgan	  	$	90.3500	  	 	 	(15,000	) 	 	Oil Swaps	  	 	(27,369	) 
	 JP(08/08/11Cal13b)
	  	Apr-13	  	JP Morgan	  	$	90.0000	  	 	 	(15,000	) 	 	Oil Swaps	  	 	(22,163	) 
	 BMO(01/10/12Cal13)
	  	Apr-13	  	Bank of Montreal	  	($	0.1850	) 	 	 	300,000	  	 	SJ Basis	  	 	(16,471	) 
	 BMO(01/10/12Cal13)2
	  	Apr-13	  	Bank of Montreal	  	($	0.1800	) 	 	 	300,000	  	 	SJ Basis	  	 	(14,982	) 
	 BMO(01/10/12Cal13)
	  	Apr-13	  	Bank of Montreal	  	($	0.1900	) 	 	 	300,000	  	 	PEPL Basis	  	 	(14,446	) 
	 BMO(01/10/12Cal13)
	  	Apr-13	  	Bank of Montreal	  	($	0.1050	) 	 	 	150,000	  	 	NGPL TXOK Basis	  	 	(6,002	) 
	 BMO(10/05/10Cal13)
	  	Apr-13	  	Bank of Montreal	  	$	89.0500	  	 	 	15,000	  	 	Oil Swaps	  	 	8,032	  
	 JP(10/01/10Cal13)
	  	Apr-13	  	JP Morgan	  	$	89.0500	  	 	 	15,000	  	 	Oil Swaps	  	 	8,032	  
	 JP(12/20/11Call3ParibasNovate)
	  	Apr-13	  	JP Morgan	  	$	89.0500	  	 	 	15,000	  	 	Oil Swaps	  	 	8,032	  
	 JP(10/05/10Cal13)
	  	Apr-13	  	JP Morgan	  	$	89.0600	  	 	 	15,000	  	 	Oil Swaps	  	 	8,181	  
	 BMO(10/05/10Cal13)2
	  	Apr-13	  	Bank of Montreal	  	$	89.1500	  	 	 	15,000	  	 	Oil Swaps	  	 	9,520	  
	 BMO(01/10/12Cal13)
	  	Apr-13	  	Bank of Montreal	  	($	0.2300	) 	 	 	300,000	  	 	CIG Basis	  	 	10,425	  
	 WF(01/18/12Cal13)
	  	Apr-13	  	Wells Fargo	  	$	3.5000	  	 	 	300,000	  	 	Gas Swap	  	 	15,192	  
	 BMO(01/18/12Cal13)
	  	Apr-13	  	Bank of Montreal	  	$	3.5020	  	 	 	300,000	  	 	Gas Swap	  	 	15,788	  
	 BMO(10/05/10Cal13)3
	  	Apr-13	  	Bank of Montreal	  	$	89.6000	  	 	 	15,000	  	 	Oil Swaps	  	 	16,213	  
	 JP(10/05/10Cal13)2
	  	Apr-13	  	JP Morgan	  	$	89.6500	  	 	 	15,000	  	 	Oil Swaps	  	 	16,957	  
	 JP(10/05/10Cal13)3
	  	Apr-13	  	JP Morgan	  	$	89.7000	  	 	 	15,000	  	 	Oil Swaps	  	 	17,701	  
	 BA(01/23/12Cal13)
	  	Apr-13	  	Bank of America	  	$	3.5800	  	 	 	150,000	  	 	Gas Swap	  	 	19,512	  
	 WF(04/05/12Cal13)
	  	Apr-13	  	Wells Fargo	  	$	0.4175	  	 	 	315,000	  	 	Ethane (C2) - MB	  	 	19,522	  
	 BA(01/18/12Cal13)2
	  	Apr-13	  	Bank of America	  	$	3.5200	  	 	 	300,000	  	 	Gas Swap	  	 	21,150	  
	 WF(01/17/12Cal13)
	  	Apr-13	  	Wells Fargo	  	$	3.5200	  	 	 	300,000	  	 	Gas Swap	  	 	21,150	  
	 TD(01/17/12Cal13)
	  	Apr-13	  	TD Securities	  	$	3.5250	  	 	 	300,000	  	 	Gas Swap	  	 	22,640	  
	 BA(01/18/12Cal13)
	  	Apr-13	  	Bank of America	  	$	3.5100	  	 	 	375,000	  	 	Gas Swap	  	 	22,714	  
	 GS(01/17/12Cal13)
	  	Apr-13	  	Goldman Sachs	  	$	3.5300	  	 	 	300,000	  	 	Gas Swap	  	 	24,129	  
	 WF(04/17/12Cal13)
	  	Apr-13	  	Wells Fargo	  	$	0.4400	  	 	 	315,000	  	 	Ethane (C2) - MB	  	 	26,551	  
	 JP(12/20/11Cal13SCNovate)
	  	Apr-13	  	JP Morgan	  	$	90.6000	  	 	 	15,000	  	 	Oil Swaps	  	 	31,088	  
	 BMO(11/04/10Cal13)
	  	Apr-13	  	Bank of Montreal	  	$	90.6500	  	 	 	15,000	  	 	Oil Swaps	  	 	31,832	  
	 BMO(01/23/12Cal13)
	  	Apr-13	  	Bank of Montreal	  	$	3.5600	  	 	 	300,000	  	 	Gas Swap	  	 	33,066	  
	 Citi(01/23/12Cal13)
	  	Apr-13	  	Citi	  	$	3.5650	  	 	 	300,000	  	 	Gas Swap	  	 	34,555	  
	 BMO(11/05/10Cal13)
	  	Apr-13	  	Bank of Montreal	  	$	90.9000	  	 	 	15,000	  	 	Oil Swaps	  	 	35,550	  
	 JP(12/20/11Cal13ParibasNovate)2
	  	Apr-13	  	JP Morgan	  	$	90.9000	  	 	 	15,000	  	 	Oil Swaps	  	 	35,550	  
	 CS(01/23/12Cal13)
	  	Apr-13	  	Credit Suisse	  	$	3.5700	  	 	 	300,000	  	 	Gas Swap	  	 	36,045	  
	 CS(01/18/12Cal13)
	  	Apr-13	  	Credit Suisse	  	$	3.5100	  	 	 	600,000	  	 	Gas Swap	  	 	36,343	  
	 BMO(01/17/12Cal13)
	  	Apr-13	  	Bank of Montreal	  	$	3.5200	  	 	 	600,000	  	 	Gas Swap	  	 	42,301	  
	 CS(01/17/12Cal13)
	  	Apr-13	  	Credit Suisse	  	$	3.5250	  	 	 	600,000	  	 	Gas Swap	  	 	45,279	  
	 WF(01/12/12Cal13)
	  	Apr-13	  	Wells Fargo	  	$	0.5588	  	 	 	315,000	  	 	Ethane (C2) - MB	  	 	63,643	  
	 BMO(05/11/10Cal13)
	  	Apr-13	  	Bank of Montreal	  	$	90.8000	  	 	 	30,000	  	 	Oil Swaps	  	 	68,126	  
	 JP(05/06/10Cal13)
	  	Apr-13	  	JP Morgan	  	$	90.8000	  	 	 	30,000	  	 	Oil Swaps	  	 	68,126	  
	 J P(05/06/10Cal13)2
	  	Apr-13	  	JP Morgan	  	$	91.0000	  	 	 	30,000	  	 	Oil Swaps	  	 	74,076	  
	 WF(01/10/12Cal13)
	  	Apr-13	  	Wells Fargo	  	$	2.0497	  	 	 	315,000	  	 	Natural Gasoline (C5+) - Conway	  	 	87,107	  
	 JP(01/26/11Cal13)
	  	Apr-13	  	JP Morgan	  	$	95.5000	  	 	 	15,000	  	 	Oil Swaps	  	 	103,974	  
	 BMO(01/26/11Cal13)
	  	Apr-13	  	Bank of Montreal	  	$	95.5700	  	 	 	15,000	  	 	Oil Swaps	  	 	105,015	  
	 WF(01/10/12Cal13)
	  	Apr-13	  	Wells Fargo	  	$	2.1672	  	 	 	315,000	  	 	Natural Gasoline (C5+) - MB	  	 	109,232	  
	 WF(01/17/12Cal13)
	  	Apr-13	  	Wells Fargo	  	$	1.2263	  	 	 	315,000	  	 	Propane (C3) - MB	  	 	114,271	  
	 WF(04/05/12Cal13)
	  	Apr-13	  	Wells Fargo	  	$	1.1050	  	 	 	315,000	  	 	Propane (C3) - Conway	  	 	116,354	  
	 GS(04/05/12Cal13)
	  	Apr-13	  	Goldman Sachs	  	$	1.2500	  	 	 	315,000	  	 	Propane (C3) - MB	  	 	121,690	  
	 JP(11/08/11Cal13)
	  	Apr-13	  	JP Morgan	  	$	92.9500	  	 	 	30,000	  	 	Oil Swaps	  	 	132,087	  
	 JP(01/03/11Cal13)
	  	Apr-13	  	JP Morgan	  	$	93.0000	  	 	 	30,000	  	 	Oil Swaps	  	 	133,574	  
	 BMO(05/17/12Cal13)
	  	Apr-13	  	Bank of Montreal	  	$	93.1800	  	 	 	30,000	  	 	Oil Swaps	  	 	138,929	  
	 JP(01/03/11Cal13)2
	  	Apr-13	  	JP Morgan	  	$	93.2000	  	 	 	30,000	  	 	Oil Swaps	  	 	139,524	  









 Samson Investment Company 

Mark to Market Information 

6/30/2012 
  


																			
	 Transaction

Confirmation

Received
	  	Contract
Month	  	Transacting
Company	  	Contract
Transaction
Basis	 	 	Monthly
Volume
Sold(Bought)	 	 	 Swap
	  	SIC
6/30/2012
MTM	 
	 JP(11/08/11Cal13)2
	  	Apr-13	  	JP Morgan	  	 $	93.3500	  	 	 	30,000	  	 	Oil Swaps	  	 	143,987	  
	 BMO(11/08/11Cal13)
	  	Apr-13	  	Bank of Montreal	  	 $	93.4300	  	 	 	30,000	  	 	Oil Swaps	  	 	146,367	  
	 BMO(05/17/12Cal13)2
	  	Apr-13	  	Bank of Montreal	  	 $	93.5000	  	 	 	30,000	  	 	Oil Swaps	  	 	148,449	  
	 WF(11/29/11Cal13)
	  	Apr-13	  	Wells Fargo	  	 $	93.5000	  	 	 	30,000	  	 	Oil Swaps	  	 	148,449	  
	 TD(01/12/12Cal13)
	  	Apr-13	  	TD Securities	  	 $	3.7000	  	 	 	600,000	  	 	Gas Swap	  	 	149,541	  
	 JP(11/08/11Cal13)3
	  	Apr-13	  	JP Morgan	  	 $	93.5500	  	 	 	30,000	  	 	Oil Swaps	  	 	149,937	  
	 BofA(01/12/12Cal13)
	  	Apr-13	  	Bank of America	  	 $	3.7025	  	 	 	600,000	  	 	Gas Swap	  	 	151,031	  
	 BA(05/17/12Cal13)
	  	Apr-13	  	Bank of America	  	 $	93.6000	  	 	 	30,000	  	 	Oil Swaps	  	 	151,424	  
	 BA(02/15/12Mar12-Cal17)
	  	Apr-13	  	Bank of America	  	 $	3.9000	  	 	 	375,000	  	 	Gas Swap	  	 	167,936	  
	 Citi(02/16/12Mar12-Cal17)
	  	Apr-13	  	Citi	  	 $	3.9250	  	 	 	375,000	  	 	Gas Swap	  	 	177,245	  
	 GS(02/16/12Mar12-Cal17)
	  	Apr-13	  	Goldman Sachs	  	 $	3.9300	  	 	 	375,000	  	 	Gas Swap	  	 	179,107	  
	 BA(02/16/12Mar12-Cal17)
	  	Apr-13	  	Bank of America	  	 $	3.9350	  	 	 	375,000	  	 	Gas Swap	  	 	180,969	  
	 JP(12/21/11Cal12-16)
	  	Apr-13	  	JP Morgan	  	 $	4.2110	  	 	 	1,079,700	  	 	Gas Swap	  	 	816,948	  
	 JP(12/13/11Cal12-16)
	  	Apr-13	  	JP Morgan	  	 $	4.2180	  	 	 	1,079,700	  	 	Gas Swap	  	 	824,453	  
	 BMO(08/05/11Cal13b)3
	  	May-13	  	Bank of Montreal	  	 $	93.5700	  	 	 	(31,000	) 	 	Oil Swaps	  	 	(150,844	) 
	 BMO(08/05/11Cal13b)
	  	May-13	  	Bank of Montreal	  	 $	93.1500	  	 	 	(31,000	) 	 	Oil Swaps	  	 	(137,950	) 
	 JP(08/08/11Cal13b)3
	  	May-13	  	JP Morgan	  	 $	91.4000	  	 	 	(31,000	) 	 	Oil Swaps	  	 	(84,223	) 
	 BMO(08/05/11Cal13b)2
	  	May-13	  	Bank of Montreal	  	 $	93.5500	  	 	 	(15,500	) 	 	Oil Swaps	  	 	(75,115	) 
	 JP(08/08/11Cal13b)2
	  	May-13	  	JP Morgan	  	 $	90.3500	  	 	 	(15,500	) 	 	Oil Swaps	  	 	(25,993	) 
	 JP(08/08/11Cal13b)
	  	May-13	  	JP Morgan	  	 $	90.0000	  	 	 	(15,500	) 	 	Oil Swaps	  	 	(20,621	) 
	 BMO(01/10/12Cal13)
	  	May-13	  	Bank of Montreal	  	($    	0.1050	) 	 	 	155,000	  	 	NGPL TXOK Basis	  	 	(6,148	) 
	 BMO(01/10/12Cal13)
	  	May-13	  	Bank of Montreal	  	($    	0.1850	) 	 	 	310,000	  	 	SJ Basis	  	 	3,320	  
	 BMO(01/10/12Cal13)2
	  	May-13	  	Bank of Montreal	  	($    	0.1800	) 	 	 	310,000	  	 	SJ Basis	  	 	4,857	  
	 BMO(01/10/12Cal13)
	  	May-13	  	Bank of Montreal	  	($    	0.1900	) 	 	 	310,000	  	 	PEPL Basis	  	 	5,748	  
	 BMO(10/05/10Cal13)
	  	May-13	  	Bank of Montreal	  	 $	89.0500	  	 	 	15,500	  	 	Oil Swaps	  	 	6,038	  
	 JP(10/01/10Cal13)
	  	May-13	  	JP Morgan	  	 $	89.0500	  	 	 	15,500	  	 	Oil Swaps	  	 	6,038	  
	 JP(12/20/11Cal13ParibasNovate)
	  	May-13	  	JP Morgan	  	 $	89.0500	  	 	 	15,500	  	 	Oil Swaps	  	 	6,038	  
	 JP(10/05/10Cal13)
	  	May-13	  	JP Morgan	  	 $	89.0600	  	 	 	15,500	  	 	Oil Swaps	  	 	6,191	  
	 WF(01/18/12Cal13)
	  	May-13	  	Wells Fargo	  	 $	3.5000	  	 	 	310,000	  	 	Gas Swap	  	 	6,784	  
	 BMO(01/18/12Cal13)
	  	May-13	  	Bank of Montreal	  	 $	3.5020	  	 	 	310,000	  	 	Gas Swap	  	 	7,379	  
	 BMO(10/05/10Cal13)2
	  	May-13	  	Bank of Montreal	  	 $	89.1500	  	 	 	15,500	  	 	Oil Swaps	  	 	7,573	  
	 BA(01/18/12Cal13)
	  	May-13	  	Bank of America	  	 $	3.5100	  	 	 	387,500	  	 	Gas Swap	  	 	12,298	  
	 BA(01/18/12Cal13)2
	  	May-13	  	Bank of America	  	 $	3.5200	  	 	 	310,000	  	 	Gas Swap	  	 	12,913	  
	 WF(01/17/12Cal13)
	  	May-13	  	Wells Fargo	  	 $	3.5200	  	 	 	310,000	  	 	Gas Swap	  	 	12,913	  
	 TD(01/17/12Cal13)
	  	May-13	  	TD Securities	  	 $	3.5250	  	 	 	310,000	  	 	Gas Swap	  	 	14,450	  
	 BMO(10/05/10Cal13)3
	  	May-13	  	Bank of Montreal	  	 $	89.6000	  	 	 	15,500	  	 	Oil Swaps	  	 	14,481	  
	 JP(10/05/10Cal13)2
	  	May-13	  	JP Morgan	  	 $	89.6500	  	 	 	15,500	  	 	Oil Swaps	  	 	15,248	  
	 BA(01/23/12Cal13)
	  	May-13	  	Bank of America	  	 $	3.5800	  	 	 	155,000	  	 	Gas Swap	  	 	15,680	  
	 GS(01/17/12Cal13)
	  	May-13	  	Goldman Sachs	  	 $	3.5300	  	 	 	310,000	  	 	Gas Swap	  	 	15,987	  
	 JP(10/05/10Cal13)3
	  	May-13	  	JP Morgan	  	 $	89.7000	  	 	 	15,500	  	 	Oil Swaps	  	 	16,016	  
	 BMO(01/10/12Cal13)
	  	May-13	  	Bank of Montreal	  	($	 0.2300	) 	 	 	310,000	  	 	CIG Basis	  	 	16,907	  
	 CS(01/18/12Cal13)
	  	May-13	  	Credit Suisse	  	 $	3.5100	  	 	 	620,000	  	 	Gas Swap	  	 	19,676	  
	 WF(04/05/12Cal13)
	  	May-13	  	Wells Fargo	  	 $	0.4175	  	 	 	325,500	  	 	Ethane (C2) - MB	  	 	20,147	  
	 BMO(01/23/12Cal13)
	  	May-13	  	Bank of Montreal	  	 $	3.5600	  	 	 	310,000	  	 	Gas Swap	  	 	25,210	  
	 BMO(01/17/12Cal13)
	  	May-13	  	Bank of Montreal	  	 $	3.5200	  	 	 	620,000	  	 	Gas Swap	  	 	25,825	  
	 Citi(01/23/12Cal13)
	  	May-13	  	Citi	  	 $	3.5650	  	 	 	310,000	  	 	Gas Swap	  	 	26,747	  
	 WF(04/17/12Cal13)
	  	May-13	  	Wells Fargo	  	 $	0.4400	  	 	 	325,500	  	 	Ethane (C2) - MB	  	 	27,400	  
	 CS(01/23/12Cal13)
	  	May-13	  	Credit Suisse	  	 $	3.5700	  	 	 	310,000	  	 	Gas Swap	  	 	28,285	  
	 CS(01/17/12Cal13)
	  	May-13	  	Credit Suisse	  	 $	3.5250	  	 	 	620,000	  	 	Gas Swap	  	 	28,900	  
	 JP(12/20/11Cal13SCNovate)
	  	May-13	  	JP Morgan	  	 $	90.6000	  	 	 	15,500	  	 	Oil Swaps	  	 	29,831	  
	 BMO(11/04/10Cal13)
	  	May-13	  	Bank of Montreal	  	 $	90.6500	  	 	 	15,500	  	 	Oil Swaps	  	 	30,599	  
	 BMO(11/05/10Cal13)
	  	May-13	  	Bank of Montreal	  	 $	90.9000	  	 	 	15,500	  	 	Oil Swaps	  	 	34,436	  
	 JP(12/20/11Cal13ParibasNovate)2
	  	May-13	  	JP Morgan	  	 $	90.9000	  	 	 	15,500	  	 	Oil Swaps	  	 	34,436	  
	 WF(01/12/12Cal13)
	  	May-13	  	Wells Fargo	  	 $	0.5588	  	 	 	325,500	  	 	Ethane (C2) - MB	  	 	65,679	  
	 BMO(05/11/10Cal13)
	  	May-13	  	Bank of Montreal	  	 $	90.8000	  	 	 	31,000	  	 	Oil Swaps	  	 	65,802	  
	 JP(05/06/10Cal13)
	  	May-13	  	JP Morgan	  	 $	90.8000	  	 	 	31,000	  	 	Oil Swaps	  	 	65,802	  
	 JP(05/06/10Cal13)2
	  	May-13	  	JP Morgan	  	 $	91.0000	  	 	 	31,000	  	 	Oil Swaps	  	 	71,943	  
	 WF(01/10/12Cal13)
	  	May-13	  	Wells Fargo	  	 $	2.0497	  	 	 	325,500	  	 	Natural Gasoline (C5+) - Conway	  	 	89,893	  
	 JP(01/26/11Cal13)
	  	May-13	  	JP Morgan	  	 $	95.5000	  	 	 	15,500	  	 	Oil Swaps	  	 	105,049	  
	 BMO(01/26/11Cal13)
	  	May-13	  	Bank of Montreal	  	 $	95.5700	  	 	 	15,500	  	 	Oil Swaps	  	 	106,123	  
	 WF(01/10/12Cal13)
	  	May-13	  	Wells Fargo	  	 $	2.1672	  	 	 	325,500	  	 	Natural Gasoline (C5+) - MB	  	 	112,726	  
	 WF(01/17/12Cal13)
	  	May-13	  	Wells Fargo	  	 $	1.2263	  	 	 	325,500	  	 	Propane (C3) - MB	  	 	117,927	  
	 WF(04/05/12Cal13)
	  	May-13	  	Wells Fargo	  	 $	1.1050	  	 	 	325,500	  	 	Propane (C3) - Conway	  	 	120,076	  
	 GS(04/05/12Cal13)
	  	May-13	  	Goldman Sachs	  	 $	1.2500	  	 	 	325,500	  	 	Propane (C3) - MB	  	 	125,583	  









 Samson Investment Company 

Mark to Market Information 

6/30/2012 
  


																			
	 Transaction

Confirmation

Received
	  	Contract
Month	  	Transacting
Company	  	Contract
Transaction
Basis	 	 	Monthly
Volume
Sold(Bought)	 	 	 Swap
	  	SIC
6/30/2012
MTM	 
	 JP(11/08/11Cal13)
	  	May-13	  	JP Morgan	  	 $	92.9500	  	 	 	31,000	  	 	Oil Swaps	  	 	131,810	  
	 JP(01/03/11Cal13)
	  	May-13	  	JP Morgan	  	 $	93.0000	  	 	 	31,000	  	 	Oil Swaps	  	 	133,345	  
	 TD(01/12/12Cal13)
	  	May-13	  	TD Securities	  	 $	3.7000	  	 	 	620,000	  	 	Gas Swap	  	 	136,504	  
	 BofA(01/12/12Cal13)
	  	May-13	  	Bank of America	  	 $	3.7025	  	 	 	620,000	  	 	Gas Swap	  	 	138,041	  
	 BMO(05/17/12Cal13)
	  	May-13	  	Bank of Montreal	  	 $	93.1800	  	 	 	31,000	  	 	Oil Swaps	  	 	138,871	  
	 JP(01/03/11Cal13)2
	  	May-13	  	JP Morgan	  	 $	93.2000	  	 	 	31,000	  	 	Oil Swaps	  	 	139,485	  
	 JP(11/08/11Cal13)2
	  	May-13	  	JP Morgan	  	 $	93.3500	  	 	 	31,000	  	 	Oil Swaps	  	 	144,090	  
	 BMO(11/08/11Cal13)
	  	May-13	  	Bank of Montreal	  	 $	93.4300	  	 	 	31,000	  	 	Oil Swaps	  	 	146,546	  
	 BMO(05/17/12Cal13)2
	  	May-13	  	Bank of Montreal	  	 $	93.5000	  	 	 	31,000	  	 	Oil Swaps	  	 	148,695	  
	 WF(11/29/11Cal13)
	  	May-13	  	Wells Fargo	  	 $	93.5000	  	 	 	31,000	  	 	Oil Swaps	  	 	148,695	  
	 JP(11/08/11Cal13)3
	  	May-13	  	JP Morgan	  	 $	93.5500	  	 	 	31,000	  	 	Oil Swaps	  	 	150,230	  
	 BA(05/17/12Cal13)
	  	May-13	  	Bank of America	  	 $	93.6000	  	 	 	31,000	  	 	Oil Swaps	  	 	151,765	  
	 BA(02/15/12Mar12-Cal17)
	  	May-13	  	Bank of America	  	 $	3.9000	  	 	 	387,500	  	 	Gas Swap	  	 	162,176	  
	 Citi(02/16/12Mar12-Cal17)
	  	May-13	  	Citi	  	 $	3.9250	  	 	 	387,500	  	 	Gas Swap	  	 	171,783	  
	 GS(02/16/12Mar12-Cal17)
	  	May-13	  	Goldman Sachs	  	 $	3.9300	  	 	 	387,500	  	 	Gas Swap	  	 	173,705	  
	 BA(02/16/12Mar12-Cal17)
	  	May-13	  	Bank of America	  	 $	3.9350	  	 	 	387,500	  	 	Gas Swap	  	 	175,626	  
	 JP(12/21/11Cal12-16)
	  	May-13	  	JP Morgan	  	 $	4.2110	  	 	 	1,064,500	  	 	Gas Swap	  	 	773,840	  
	 JP(12/13/11Cal12-16)
	  	May-13	  	JP Morgan	  	 $	4.2180	  	 	 	1,064,500	  	 	Gas Swap	  	 	781,230	  
	 BMO(08/05/11Cal13b)3
	  	Jun-13	  	Bank of Montreal	  	 $	93.5700	  	 	 	(30,000	) 	 	Oil Swaps	  	 	(144,389	) 
	 BMO(08/05/11Cal13b)
	  	Jun-13	  	Bank of Montreal	  	 $	93.1500	  	 	 	(30,000	) 	 	Oil Swaps	  	 	(131,928	) 
	 JP(08/08/11Cal13b)3
	  	Jun-13	  	JP Morgan	  	 $	91.4000	  	 	 	(30,000	) 	 	Oil Swaps	  	 	(80,007	) 
	 BMO(08/05/11Cal13b)2
	  	Jun-13	  	Bank of Montreal	  	 $	93.5500	  	 	 	(15,000	) 	 	Oil Swaps	  	 	(71,898	) 
	 JP(08/08/11Cal13b)2
	  	Jun-13	  	JP Morgan	  	 $	90.3500	  	 	 	(15,000	) 	 	Oil Swaps	  	 	(24,427	) 
	 JP(08/08/11Cal13b)
	  	Jun-13	  	JP Morgan	  	 $	90.0000	  	 	 	(15,000	) 	 	Oil Swaps	  	 	(19,235	) 
	 BMO(01/10112Cal13)
	  	Jun-13	  	Bank of Montreal	  	($	    0.1850	) 	 	 	300,000	  	 	SJ Basis	  	 	(8,111	) 
	 BMO(01/10/12Cal13)2
	  	Jun-13	  	Bank of Montreal	  	($	    0.1800	) 	 	 	300,000	  	 	SJ Basis	  	 	(6,625	) 
	 BMO(01/10/12Cal13)
	  	Jun-13	  	Bank of Montreal	  	($	    0.1050	) 	 	 	150,000	  	 	NGPL TXOK Basis	  	 	(5,942	) 
	 WF(01/18/12Cal13)
	  	Jun-13	  	Wells Fargo	  	 $	3.5000	  	 	 	300,000	  	 	Gas Swap	  	 	(3,863	) 
	 BMO(01/18/12Cal13)
	  	Jun-13	  	Bank of Montreal	  	 $	3.5020	  	 	 	300,000	  	 	Gas Swap	  	 	(3,268	) 
	 CS(01/18/12Cal13)
	  	Jun-13	  	Credit Suisse	  	 $	3.5100	  	 	 	600,000	  	 	Gas Swap	  	 	(1,783	) 
	 BA(01/18/12Cal13)
	  	Jun-13	  	Bank of America	  	 $	3.5100	  	 	 	375,000	  	 	Gas Swap	  	 	(1,114	) 
	 BA(01/18/12Cal13)2
	  	Jun-13	  	Bank of America	  	 $	3.5200	  	 	 	300,000	  	 	Gas Swap	  	 	2,080	  
	 WF(01/17/12Cal13)
	  	Jun-13	  	Wells Fargo	  	 $	3.5200	  	 	 	300,000	  	 	Gas Swap	  	 	2,080	  
	 TD(01/17/12Cal13)
	  	Jun-13	  	TD Securities	  	 $	3.5250	  	 	 	300,000	  	 	Gas Swap	  	 	3,565	  
	 BMO(01/17/12Cal13)
	  	Jun-13	  	Bank of Montreal	  	 $	3.5200	  	 	 	600,000	  	 	Gas Swap	  	 	4,160	  
	 BMO(01/10/12Cal13)
	  	Jun-13	  	Bank of Montreal	  	($	    0.1900	) 	 	 	300,000	  	 	PEPL Basis	  	 	4,843	  
	 GS(01/17/12Cal13)
	  	Jun-13	  	Goldman Sachs	  	 $	3.5300	  	 	 	300,000	  	 	Gas Swap	  	 	5,051	  
	 BMO(10/05/10Cal13)
	  	Jun-13	  	Bank of Montreal	  	 $	89.0500	  	 	 	15,000	  	 	Oil Swaps	  	 	5,143	  
	 JP(10/01/10Cal13)
	  	Jun-13	  	JP Morgan	  	 $	89.0500	  	 	 	15,000	  	 	Oil Swaps	  	 	5,143	  
	 JP(12/20/11Cal13ParibasNovate)
	  	Jun-13	  	JP Morgan	  	 $	89.0500	  	 	 	15,000	  	 	Oil Swaps	  	 	5,143	  
	 JP(10/05/10Cal13)
	  	Jun-13	  	JP Morgan	  	 $	89.0600	  	 	 	15,000	  	 	Oil Swaps	  	 	5,291	  
	 BMO(10/05/10Cal13)2
	  	Jun-13	  	Bank of Montreal	  	 $	89.1500	  	 	 	15,000	  	 	Oil Swaps	  	 	6,626	  
	 CS(01/17/12Cal13)
	  	Jun-13	  	Credit Suisse	  	 $	3.5250	  	 	 	600,000	  	 	Gas Swap	  	 	7,131	  
	 BA(01/23/12Cal13)
	  	Jun-13	  	Bank of America	  	 $	3.5800	  	 	 	150,000	  	 	Gas Swap	  	 	9,954	  
	 BMO(10/05/10Cal13)3
	  	Jun-13	  	Bank of Montreal	  	 $	89.6000	  	 	 	15,000	  	 	Oil Swaps	  	 	13,302	  
	 BMO(01/23/12Cal13)
	  	Jun-13	  	Bank of Montreal	  	 $	3.5600	  	 	 	300,000	  	 	Gas Swap	  	 	13,965	  
	 JP(10/05110Cal13)2
	  	Jun-13	  	JP Morgan	  	 $	89.6500	  	 	 	15,000	  	 	Oil Swaps	  	 	14,043	  
	 BMO(01/10/12Cal13)
	  	Jun-13	  	Bank of Montreal	  	($	    0.2300	) 	 	 	300,000	  	 	CIG Basis	  	 	14,112	  
	 JP(10/05/10Cal13)3
	  	Jun-13	  	JP Morgan	  	 $	89.7000	  	 	 	15,000	  	 	Oil Swaps	  	 	14,785	  
	 Citi(01/23/12Cal13)
	  	Jun-13	  	Citi	  	 $	3.5650	  	 	 	300,000	  	 	Gas Swap	  	 	15,450	  
	 CS(01/23/12Cal13)
	  	Jun-13	  	Credit Suisse	  	 $	3.5700	  	 	 	300,000	  	 	Gas Swap	  	 	16,936	  
	 WF(04/05/12Cal13)
	  	Jun-13	  	Wells Fargo	  	 $	0.4175	  	 	 	315,000	  	 	Ethane (C2) - MB	  	 	19,470	  
	 WF(04117/12Cal13)
	  	Jun-13	  	Wells Fargo	  	 $	0.4400	  	 	 	315,000	  	 	Ethane (C2) - MB	  	 	26,479	  
	 JP(12/20/11Cal13SCNovate)
	  	Jun-13	  	JP Morgan	  	 $	90.6000	  	 	 	15,000	  	 	Oil Swaps	  	 	28,136	  
	 BMO(11/04/10Cal13)
	  	Jun-13	  	Bank of Montreal	  	 $	90.6500	  	 	 	15,000	  	 	Oil Swaps	  	 	28,878	  
	 BMO(11/05/10Cal13)
	  	Jun-13	  	Bank of Montreal	  	 $	90.9000	  	 	 	15,000	  	 	Oil Swaps	  	 	32,586	  
	 JP(12/20/11Cal13ParibasNovate)2
	  	Jun-13	  	JP Morgan	  	 $	90.9000	  	 	 	15,000	  	 	Oil Swaps	  	 	32,586	  
	 BMO(05/11/10Cal13)
	  	Jun-13	  	Bank of Montreal	  	 $	90.8000	  	 	 	30,000	  	 	Oil Swaps	  	 	62,206	  
	 JP(05/06/10Cal13)
	  	Jun-13	  	JP Morgan	  	 $	90.8000	  	 	 	30,000	  	 	Oil Swaps	  	 	62,206	  
	 WF(01/12/12Cal13)
	  	Jun-13	  	Wells Fargo	  	 $	0.5588	  	 	 	315,000	  	 	Ethane (C2) - MB	  	 	63,471	  
	 JP(05/06/10Cal13)2
	  	Jun-13	  	JP Morgan	  	 $	91.0000	  	 	 	30,000	  	 	Oil Swaps	  	 	68,140	  
	 WF(01/10/12Cal13)
	  	Jun-13	  	Wells Fargo	  	 $	2.0497	  	 	 	315,000	  	 	Natural Gasoline (C5+) - Conway	  	 	86,871	  
	 JP(01/26/11Cal13)
	  	Jun-13	  	JP Morgan	  	 $	95.5000	  	 	 	15,000	  	 	Oil Swaps	  	 	100,825	  
	 BMO(01/26/11Cal13)
	  	Jun-13	  	Bank of Montreal	  	 $	95.5700	  	 	 	15,000	  	 	Oil Swaps	  	 	101,863	  









 Samson Investment Company 

Mark to Market Information 

6/30/2012 
  


																			
	 Transaction

Confirmation

Received
	  	Contract
Month	  	Transacting
Company	  	Contract
Transaction
Basis	 	 	Monthly
Volume
Sold(Bought)	 	 	 Swap
	  	SIC
6/30/2012
MTM	 
	 WF (01/10/12Cal13)
	  	Jun-13	  	Wells Fargo	  	 $	2.1672	  	 	 	315,000	  	 	Natural Gasoline (C5+) - MB	  	 	108,936	  
	 TD(01/12/12Cal13)
	  	Jun-13	  	TD Securities	  	 $	3.7000	  	 	 	600,000	  	 	Gas Swap	  	 	111,124	  
	 BofA (01/12/12Cal13)
	  	Jun-13	  	Bank of America	  	 $	3.7025	  	 	 	600,000	  	 	Gas Swap	  	 	112,610	  
	 WF(01/17/12Cal13)
	  	Jun-13	  	Wells Fargo	  	 $	1.2263	  	 	 	315,000	  	 	Propane (C3) - MB	  	 	113,962	  
	 WF(04/05/12Cal13)
	  	Jun-13	  	Wells Fargo	  	 $	1.1050	  	 	 	315,000	  	 	Propane (C3) - Conway	  	 	116,039	  
	 GS(04/05/12Cal13)
	  	Jun-13	  	Goldman Sachs	  	 $	1.2500	  	 	 	315,000	  	 	Propane (C3) - MB	  	 	121,361	  
	 JP(11/08/11Cal13)
	  	Jun-13	  	JP Morgan	  	 $	92.9500	  	 	 	30,000	  	 	Oil Swaps	  	 	125,994	  
	 JP(01/03/11Cal13)
	  	Jun-13	  	JP Morgan	  	 $	93.0000	  	 	 	30,000	  	 	Oil Swaps	  	 	127,477	  
	 BMO(05/17/12Cal13)
	  	Jun-13	  	Bank of Montreal	  	 $	93.1800	  	 	 	30,000	  	 	Oil Swaps	  	 	132,818	  
	 JP(01/03/11Cal13)2
	  	Jun-13	  	JP Morgan	  	 $	93.2000	  	 	 	30,000	  	 	Oil Swaps	  	 	133,411	  
	 JP(11/08/11Cal13)2
	  	Jun-13	  	JP Morgan	  	 $	93.3500	  	 	 	30,000	  	 	Oil Swaps	  	 	137,861	  
	 BMO(11/08/11Cal13)
	  	Jun-13	  	Bank of Montreal	  	 $	93.4300	  	 	 	30,000	  	 	Oil Swaps	  	 	140,235	  
	 BMO(05/17/12Cal13)2
	  	Jun-13	  	Bank of Montreal	  	 $	93.5000	  	 	 	30,000	  	 	Oil Swaps	  	 	142,312	  
	 WF(11/29/11Cal13)
	  	Jun-13	  	Wells Fargo	  	 $	93.5000	  	 	 	30,000	  	 	Oil Swaps	  	 	142,312	  
	 BA(02/15/12Mar12-Cal17)
	  	Jun-13	  	Bank of America	  	 $	3.9000	  	 	 	375,000	  	 	Gas Swap	  	 	143,733	  
	 JP(11/08/11Cal13)3
	  	Jun-13	  	JP Morgan	  	 $	93.5500	  	 	 	30,000	  	 	Oil Swaps	  	 	143,795	  
	 BA(05/17/12Cal13)
	  	Jun-13	  	Bank of America	  	 $	93.6000	  	 	 	30,000	  	 	Oil Swaps	  	 	145,279	  
	 Citi(02/16/12Mar12-Cal17)
	  	Jun-13	  	Citi	  	 $	3.9250	  	 	 	375,000	  	 	Gas Swap	  	 	153,018	  
	 GS(02/16/12Mar12-Cal17)
	  	Jun-13	  	Goldman Sachs	  	 $	3.9300	  	 	 	375,000	  	 	Gas Swap	  	 	154,875	  
	 BA(02/16/12Mar12-Cal17)
	  	Jun-13	  	Bank of America	  	 $	3.9350	  	 	 	375,000	  	 	Gas Swap	  	 	156,732	  
	 JP(12/21/11Cal12-16)
	  	Jun-13	  	JP Morgan	  	 $	4.2110	  	 	 	1,050,100	  	 	Gas Swap	  	 	725,940	  
	 JP(12/13/11Cal12-16)
	  	Jun-13	  	JP Morgan	  	 $	4.2180	  	 	 	1,050,100	  	 	Gas Swap	  	 	733,220	  
	 BMO(08/05/11Cal13b)3
	  	Jul-13	  	Bank of Montreal	  	 $	93.5700	  	 	 	(31,000	) 	 	Oil Swaps	  	 	(150,162	) 
	 BMO(08/05/11Cal13b)
	  	Jul-13	  	Bank of Montreal	  	 $	93.1500	  	 	 	(31,000	) 	 	Oil Swaps	  	 	(137,291	) 
	 JP(08/08/11Cal13b)3
	  	Jul-13	  	JP Morgan	  	 $	91.4000	  	 	 	(31,000	) 	 	Oil Swaps	  	 	(83,661	) 
	 BMO(08/05/11Cal13b)2
	  	Jul-13	  	Bank of Montreal	  	 $	93.5500	  	 	 	(15,500	) 	 	Oil Swaps	  	 	(74,774	) 
	 CS(01/18/12Cal13)
	  	Jul-13	  	Credit Suisse	  	 $	3.5100	  	 	 	620,000	  	 	Gas Swap	  	 	(30,048	) 
	 JP(08/08/11Cal13b)2
	  	Jul-13	  	JP Morgan	  	 $	90.3500	  	 	 	(15,500	) 	 	Oil Swaps	  	 	(25,742	) 
	 BMO(01/17/12Cal13)
	  	Jul-13	  	Bank of Montreal	  	 $	3.5200	  	 	 	620,000	  	 	Gas Swap	  	 	(23,916	) 
	 BMO(01/10/12Cal13)
	  	Jul-13	  	Bank of Montreal	  	($	    0.1850	) 	 	 	310,000	  	 	SJ Basis	  	 	(21,644	) 
	 CS(01/17/12Cal13)
	  	Jul-13	  	Credit Suisse	  	 $	3.5250	  	 	 	620,000	  	 	Gas Swap	  	 	(20,850	) 
	 JP(08/08/11Cal13b)
	  	Jul-13	  	JP Morgan	  	 $	90.0000	  	 	 	(15,500	) 	 	Oil Swaps	  	 	(20,379	) 
	 BMO(01/10/12Cal13)2
	  	Jul-13	  	Bank of Montreal	  	($	    0.1800	) 	 	 	310,000	  	 	SJ Basis	  	 	(20,111	) 
	 BA(01/18/12Cal13)
	  	Jul-13	  	Bank of America	  	 $	3.5100	  	 	 	387,500	  	 	Gas Swap	  	 	(18,780	) 
	 WF(01/18/12Cal13)
	  	Jul-13	  	Wells Fargo	  	 $	3.5000	  	 	 	310,000	  	 	Gas Swap	  	 	(18,090	) 
	 BMO(01/18/12Cal13)
	  	Jul-13	  	Bank of Montreal	  	 $	3.5020	  	 	 	310,000	  	 	Gas Swap	  	 	(17,477	) 
	 BA(01/18/12Cal13)2
	  	Jul-13	  	Bank of America	  	 $	3.5200	  	 	 	310,000	  	 	Gas Swap	  	 	(11,958	) 
	 WF(01/17/12Cal13)
	  	Jul-13	  	Wells Fargo	  	 $	3.5200	  	 	 	310,000	  	 	Gas Swap	  	 	(11,958	) 
	 BMO(01/10/12Cal13)
	  	Jul-13	  	Bank of Montreal	  	($	    0.1900	) 	 	 	310,000	  	 	PEPL Basis	  	 	(11,926	) 
	 TD(01/17/12Cal13)
	  	Jul-13	  	TD Securities	  	 $	3.5250	  	 	 	310,000	  	 	Gas Swap	  	 	(10,425	) 
	 GS(01/17/12Cal13)
	  	Jul-13	  	Goldman Sachs	  	 $	3.5300	  	 	 	310,000	  	 	Gas Swap	  	 	(8,892	) 
	 BMO(01/10/12Cal13)
	  	Jul-13	  	Bank of Montreal	  	($    	0.1050	) 	 	 	155,000	  	 	NGPL TXOK Basis	  	 	(6,039	) 
	 BMO(01/23/12Cal13)
	  	Jul-13	  	Bank of Montreal	  	 $	3.5600	  	 	 	310,000	  	 	Gas Swap	  	 	307	  
	 Citi(01/23/12Cal13)
	  	Jul-13	  	Citi	  	 $	3.5650	  	 	 	310,000	  	 	Gas Swap	  	 	1,840	  
	 BMO(01/10/12Cal13)
	  	Jul-13	  	Bank of Montreal	  	($    	0.2300	) 	 	 	310,000	  	 	CIG Basis	  	 	3,066	  
	 BA(01/23/12Cal13)
	  	Jul-13	  	Bank of America	  	 $	3.5800	  	 	 	155,000	  	 	Gas Swap	  	 	3,219	  
	 CS(01/23/12Cal13)
	  	Jul-13	  	Credit Suisse	  	 $	3.5700	  	 	 	310,000	  	 	Gas Swap	  	 	3,373	  
	 BMO(10/05/10Cal13)
	  	Jul-13	  	Bank of Montreal	  	 $	89.0500	  	 	 	15,500	  	 	Oil Swaps	  	 	5,823	  
	 JP(10/01/10Cal13)
	  	Jul-13	  	JP Morgan	  	 $	89.0500	  	 	 	15,500	  	 	Oil Swaps	  	 	5,823	  
	 JP(12/20/11Cal13ParibasNovate)
	  	Jul-13	  	JP Morgan	  	 $	89.0500	  	 	 	15,500	  	 	Oil Swaps	  	 	5,823	  
	 JP(10/05/10Cal13)
	  	Jul-13	  	JP Morgan	  	 $	89.0600	  	 	 	15,500	  	 	Oil Swaps	  	 	5,976	  
	 BMO(10/05/10Cal13)2
	  	Jul-13	  	Bank of Montreal	  	 $	89.1500	  	 	 	15,500	  	 	Oil Swaps	  	 	7,355	  
	 BMO(10/05/10Cal13)3
	  	Jul-13	  	Bank of Montreal	  	 $	89.6000	  	 	 	15,500	  	 	Oil Swaps	  	 	14,250	  
	 JP(10/05/10Cal13)2
	  	Jul-13	  	JP Morgan	  	 $	89.6500	  	 	 	15,500	  	 	Oil Swaps	  	 	15,016	  
	 JP(10/05/10Cal13)3
	  	Jul-13	  	JP Morgan	  	 $	89.7000	  	 	 	15,500	  	 	Oil Swaps	  	 	15,782	  
	 WF(04/05/12Cal13)
	  	Jul-13	  	Wells Fargo	  	 $	0.4175	  	 	 	325,500	  	 	Ethane (C2) - MB	  	 	18,904	  
	 WF(04/17/12Cal13)
	  	Jul-13	  	Wells Fargo	  	 $	0.4400	  	 	 	325,500	  	 	Ethane (C2) - MB	  	 	26,143	  
	 JP(12/20/11Call3SCNovate)
	  	Jul-13	  	JP Morgan	  	 $	90.6000	  	 	 	15,500	  	 	Oil Swaps	  	 	29,573	  
	 BMO(11/04/10Cal13)
	  	Jul-13	  	Bank of Montreal	  	 $	90.6500	  	 	 	15,500	  	 	Oil Swaps	  	 	30,339	  
	 BMO(11/05/10Cal13)
	  	Jul-13	  	Bank of Montreal	  	 $	90.9000	  	 	 	15,500	  	 	Oil Swaps	  	 	34,169	  
	 JP(12/20/11Cal13ParibasNovate)2
	  	Jul-13	  	JP Morgan	  	 $	90.9000	  	 	 	15,500	  	 	Oil Swaps	  	 	34,169	  
	 WF(11/29/11JulDec13)2
	  	Jul-13	  	Wells Fargo	  	 $	92.4500	  	 	 	15,500	  	 	Oil Swaps	  	 	57,919	  
	 WF(01/12/12Cal13)
	  	Jul-13	  	Wells Fargo	  	 $	0.5438	  	 	 	325,500	  	 	Ethane (C2) - MB	  	 	59,527	  
	 BMO(05/11/10Cal13)
	  	Jul-13	  	Bank of Montreal	  	 $	90.8000	  	 	 	31,000	  	 	Oil Swaps	  	 	65,274	  









 Samson Investment Company 

Mark to Market Information 

6/30/2012 
  


																			
	 Transaction

Confirmation

Received
	  	Contract
Month	  	Transacting
Company	  	Contract
Transaction
Basis	 	 	Monthly
Volume
Sold(Bought)	 	 	 Swap
	  	SIC
6/30/2012
MTM	 
	 JP(05/06/10Cal13)
	  	Jul-13	  	JP Morgan	  	 $	90.8000	  	 	 	31,000	  	 	Oil Swaps	  	 	65,274	  
	 JP(05/06/10Cal13)2
	  	Jul-13	  	JP Morgan	  	 $	91.0000	  	 	 	31,000	  	 	Oil Swaps	  	 	71,403	  
	 WF(01/10/12Cal13)
	  	Jul-13	  	Wells Fargo	  	 $	2.0089	  	 	 	325,500	  	 	Natural Gasoline (C5+) - Conway	  	 	76,870	  
	 TD(01/12/12Cal13)
	  	Jul-13	  	TD Securities	  	 $	3.7000	  	 	 	620,000	  	 	Gas Swap	  	 	86,465	  
	 BofA(01/12/12Cal13)
	  	Jul-13	  	Bank of America	  	 $	3.7025	  	 	 	620,000	  	 	Gas Swap	  	 	87,998	  
	 WF(04/05/12Cal13)
	  	Jul-13	  	Wells Fargo	  	 $	1.1050	  	 	 	325,500	  	 	Propane (C3) - Conway	  	 	88,620	  
	 WF(01/10/12Cal13)
	  	Jul-13	  	Wells Fargo	  	 $	2.1264	  	 	 	325,500	  	 	Natural Gasoline (C5+) - MB	  	 	98,053	  
	 JP(01/26/11Cal13)
	  	Jul-13	  	JP Morgan	  	 $	95.5000	  	 	 	15,500	  	 	Oil Swaps	  	 	104,653	  
	 BMO(01/26/11Cal13)
	  	Jul-13	  	Bank of Montreal	  	 $	95.5700	  	 	 	15,500	  	 	Oil Swaps	  	 	105,726	  
	 WF(11/29/11JulDec13)
	  	Jul-13	  	Wells Fargo	  	 $	92.3000	  	 	 	31,000	  	 	Oil Swaps	  	 	111,242	  
	 WF(01/17/12Cal13)
	  	Jul-13	  	Wells Fargo	  	 $	1.2313	  	 	 	325,500	  	 	Propane (C3) - MB	  	 	113,020	  
	 GS(04/05/12Cal13)
	  	Jul-13	  	Goldman Sachs	  	 $	1.2500	  	 	 	325,500	  	 	Propane (C3) - MB	  	 	119,053	  
	 BA(02/15/12Mar12-Cal17)
	  	Jul-13	  	Bank of America	  	 $	3.9000	  	 	 	387,500	  	 	Gas Swap	  	 	130,694	  
	 JP(11/08/11Cal13)
	  	Jul-13	  	JP Morgan	  	 $	92.9500	  	 	 	31,000	  	 	Oil Swaps	  	 	131,162	  
	 JP(01/03/11Cal13)
	  	Jul-13	  	JP Morgan	  	 $	93.0000	  	 	 	31,000	  	 	Oil Swaps	  	 	132,694	  
	 BMO(05/17/12Cal13)
	  	Jul-13	  	Bank of Montreal	  	 $	93.1800	  	 	 	31,000	  	 	Oil Swaps	  	 	138,210	  
	 JP(01/03/11Cal13)2
	  	Jul-13	  	JP Morgan	  	 $	93.2000	  	 	 	31,000	  	 	Oil Swaps	  	 	138,823	  
	 Citi(02/16/12Mar12-Cal17)
	  	Jul-13	  	Citi	  	 $	3.9250	  	 	 	387,500	  	 	Gas Swap	  	 	140,276	  
	 GS(02/16/12Mar12-Cal17)
	  	Jul-13	  	Goldman Sachs	  	 $	3.9300	  	 	 	387,500	  	 	Gas Swap	  	 	142,192	  
	 JP(11/08/11Cal13)2
	  	Jul-13	  	JP Morgan	  	 $	93.3500	  	 	 	31,000	  	 	Oil Swaps	  	 	143,420	  
	 BA(02/16/12Mar12-Cal17)
	  	Jul-13	  	Bank of America	  	 $	3.9350	  	 	 	387,500	  	 	Gas Swap	  	 	144,109	  
	 BMO(11/08/11Cal13)
	  	Jul-13	  	Bank of Montreal	  	 $	93.4300	  	 	 	31,000	  	 	Oil Swaps	  	 	145,871	  
	 BMO(05/17/12Cal13)2
	  	Jul-13	  	Bank of Montreal	  	 $	93.5000	  	 	 	31,000	  	 	Oil Swaps	  	 	148,016	  
	 WF(11/29/11Cal13)
	  	Jul-13	  	Wells Fargo	  	 $	93.5000	  	 	 	31,000	  	 	Oil Swaps	  	 	148,016	  
	 JP(11/08/11Cal13)3
	  	Jul-13	  	JP Morgan	  	 $	93.5500	  	 	 	31,000	  	 	Oil Swaps	  	 	149,549	  
	 BA(05/17/12Cal13)
	  	Jul-13	  	Bank of America	  	 $	93.6000	  	 	 	31,000	  	 	Oil Swaps	  	 	151,081	  
	 JP(12/21/11Call2-16)
	  	Jul-13	  	JP Morgan	  	 $	4.2110	  	 	 	1,036,300	  	 	Gas Swap	  	 	668,288	  
	 JP(12/13/11Cal12-16)
	  	Jul-13	  	JP Morgan	  	 $	4.2180	  	 	 	1,036,300	  	 	Gas Swap	  	 	675,463	  
	 BMO(08/05/11Cal13b)3
	  	Aug-13	  	Bank of Montreal	  	 $	93.5700	  	 	 	(31,000	) 	 	Oil Swaps	  	 	(151,949	) 
	 BMO(08/05/11Cal13b)
	  	Aug-13	  	Bank of Montreal	  	 $	93.1500	  	 	 	(31,000	) 	 	Oil Swaps	  	 	(139,082	) 
	 JP(08/08/11Cal13b)3
	  	Aug-13	  	JP Morgan	  	 $	91.4000	  	 	 	(31,000	) 	 	Oil Swaps	  	 	(85,471	) 
	 BMO(08/05/11Cal13b)2
	  	AU9-13	  	Bank of Montreal	  	 $	93.5500	  	 	 	(15,500	) 	 	Oil Swaps	  	 	(75,668	) 
	 CS(01/18/12Cal13)
	  	Aug-13	  	Credit Suisse	  	 $	3.5100	  	 	 	620,000	  	 	Gas Swap	  	 	(40,454	) 
	 BMO(01/17/12Cal13)
	  	Aug-13	  	Bank of Montreal	  	 $	3.5200	  	 	 	620,000	  	 	Gas Swap	  	 	(34,325	) 
	 CS(01/17112Cal13)
	  	Aug-13	  	Credit Suisse	  	 $	3.5250	  	 	 	620,000	  	 	Gas Swap	  	 	(31,260	) 
	 JP(08/08/11Cal13b)2
	  	Aug-13	  	JP Morgan	  	 $	90.3500	  	 	 	(15,500	) 	 	Oil Swaps	  	 	(26,652	) 
	 BA(01/18/12Cal13)
	  	Aug-13	  	Bank of America	  	 $	3.5100	  	 	 	387,500	  	 	Gas Swap	  	 	(25,284	) 
	 BMO(01/10/12Cal13)
	  	Aug-13	  	Bank of Montreal	  	($    	0.1850	) 	 	 	310,000	  	 	SJ Basis	  	 	(24,730	) 
	 WF(01/18/12Cal13)
	  	Aug-13	  	Wells Fargo	  	 $	3.5000	  	 	 	310,000	  	 	Gas Swap	  	 	(23,292	) 
	 BMO(01/10/12Cal13)2
	  	Aug-13	  	Bank of Montreal	  	($    	0.1800	) 	 	 	310,000	  	 	SJ Basis	  	 	(23,198	) 
	 BMO(01/18/12Cal13)
	  	Aug-13	  	Bank of Montreal	  	 $	3.5020	  	 	 	310,000	  	 	Gas Swap	  	 	(22,679	) 
	 JP(08/08/11Cal13b)
	  	Aug-13	  	JP Morgan	  	 $	90.0000	  	 	 	(15,500	) 	 	Oil Swaps	  	 	(21,291	) 
	 BA(01/18/12Cal13)2
	  	Aug-13	  	Bank of America	  	 $	3.5200	  	 	 	310,000	  	 	Gas Swap	  	 	(17,162	) 
	 WF(01/17/12Cal13)
	  	Aug-13	  	Wells Fargo	  	 $	3.5200	  	 	 	310,000	  	 	Gas Swap	  	 	(17,162	) 
	 TD(01/17/12Cal13)
	  	Aug-13	  	TD Securities	  	 $	3.5250	  	 	 	310,000	  	 	Gas Swap	  	 	(15,630	) 
	 GS(01/17/12Cal13)
	  	Aug-13	  	Goldman Sachs	  	 $	3.5300	  	 	 	310,000	  	 	Gas Swap	  	 	(14,098	) 
	 BMO(01/10/12Cal13)
	  	Aug-13	  	Bank of Montreal	  	($    	0.1900	) 	 	 	310,000	  	 	PEPL Basis	  	 	(11,921	) 
	 BMO(01/10/12Cal13)
	  	Aug-13	  	Bank of Montreal	  	($    	0.1050	) 	 	 	155,000	  	 	NGPL TXOK Basis	  	 	(5,899	) 
	 BMO(01/23/12Cal13)
	  	Aug-13	  	Bank of Montreal	  	 $	3.5600	  	 	 	310,000	  	 	Gas Swap	  	 	(4,904	) 
	 Citi(01/23/12Cal13)
	  	Aug-13	  	Citi	  	 $	3.5650	  	 	 	310,000	  	 	Gas Swap	  	 	(3,371	) 
	 CS(01/23/12Cal13)
	  	Aug-13	  	Credit Suisse	  	 $	3.5700	  	 	 	310,000	  	 	Gas Swap	  	 	(1,839	) 
	 BMO(01/10/12Cal13)
	  	Aug-13	  	Bank of Montreal	  	($    	0.2300	) 	 	 	310,000	  	 	CIG Basis	  	 	(1,532	) 
	 BA(01/23/12Cal13)
	  	Aug-13	  	Bank of America	  	 $	3.5800	  	 	 	155,000	  	 	Gas Swap	  	 	613	  
	 BMO(l0/05/10Cal13)
	  	Aug-13	  	Bank of Montreal	  	 $	89.0500	  	 	 	15,500	  	 	Oil Swaps	  	 	6,740	  
	 JP(10/01/10Cal13)
	  	Aug-13	  	JP Morgan	  	 $	89.0500	  	 	 	15,500	  	 	Oil Swaps	  	 	6,740	  
	 JP(12/20/11Call3ParibasNovate)
	  	Aug-13	  	JP Morgan	  	 $	89.0500	  	 	 	15,500	  	 	Oil Swaps	  	 	6,740	  
	 JP(10/05/10Cal13)
	  	Aug-13	  	JP Morgan	  	 $	89.0600	  	 	 	15,500	  	 	Oil Swaps	  	 	6,893	  
	 BMO(l0/05/10Cal13)2
	  	Aug-13	  	Bank of Montreal	  	 $	89.1500	  	 	 	15,500	  	 	Oil Swaps	  	 	8,271	  
	 BMO(l0/05/10Cal13)3
	  	Aug-13	  	Bank of Montreal	  	 $	89.6000	  	 	 	15,500	  	 	Oil Swaps	  	 	15,164	  
	 JP(10/05/10Cal13)2
	  	Aug-13	  	JP Morgan	  	 $	89.6500	  	 	 	15,500	  	 	Oil Swaps	  	 	15,930	  
	 JP(10/05/10Cal13)3
	  	Aug-13	  	JP Morgan	  	 $	89.7000	  	 	 	15,500	  	 	Oil Swaps	  	 	16,696	  
	 WF(04/05/12Cal13)
	  	Aug-13	  	Wells Fargo	  	 $	0.4175	  	 	 	325,500	  	 	Ethane (C2) - MB	  	 	18,897	  
	 WF(04/17/12Cal13)
	  	Aug-13	  	Wells Fargo	  	 $	0.4400	  	 	 	325,500	  	 	Ethane (C2) - MB	  	 	26,135	  
	 JP(12/20/11Call3SCNovate)
	  	Aug-13	  	JP Morgan	  	 $	90.6000	  	 	 	15,500	  	 	Oil Swaps	  	 	30,482	  









 Samson Investment Company 

Mark to Market Information 

6/30/2012 
  


																			
	 Transaction

Confirmation

Received
	  	Contract
Month	  	Transacting
Company	  	Contract
Transaction
Basis	 	 	Monthly
Volume
Sold(Bought)	 	 	 Swap
	  	SIC
6/30/2012
MTM	 
	 BMO(11/04/10Cal13)
	  	Aug-13	  	Bank of Montreal	  	 $	90.6500	  	 	 	15,500	  	 	Oil Swaps	  	 	31,248	  
	 BMO(11/05/10Cal13)
	  	Aug-13	  	Bank of Montreal	  	 $	90.9000	  	 	 	15,500	  	 	Oil Swaps	  	 	35,077	  
	 JP(12/20/11Call3ParibasNovate)2
	  	Aug-13	  	JP Morgan	  	 $	90.9000	  	 	 	15,500	  	 	Oil Swaps	  	 	35,077	  
	 WF(11/29/11JuIDec13)2
	  	Aug-13	  	Wells Fargo	  	 $	92.4500	  	 	 	15,500	  	 	Oil Swaps	  	 	58,819	  
	 WF(01/12/12Cal13)
	  	Aug-13	  	Wells Fargo	  	 $	0.5438	  	 	 	325,500	  	 	Ethane (C2) - MB	  	 	59,507	  
	 BMO(05/11/10Cal13)
	  	Aug-13	  	Bank of Montreal	  	 $	90.8000	  	 	 	31,000	  	 	Oil Swaps	  	 	67,090	  
	 JP(05/06/10Cal13)
	  	Aug-13	  	JP Morgan	  	 $	90.8000	  	 	 	31,000	  	 	Oil Swaps	  	 	67,090	  
	 JP(05/06/10Cal13)2
	  	Aug-13	  	JP Morgan	  	 $	91.0000	  	 	 	31,000	  	 	Oil Swaps	  	 	73,217	  
	 TD(01/12/12Cal13)
	  	Aug-13	  	TD Securities	  	 $	3.7000	  	 	 	620,000	  	 	Gas Swap	  	 	76,004	  
	 WF(01/10/12Cal13)
	  	Aug-13	  	Wells Fargo	  	 $	2.0089	  	 	 	325,500	  	 	Natural Gasoline (C5+) - Conway	  	 	76,844	  
	 BofA(01/12/12Cal13)
	  	Aug-13	  	Bank of America	  	 $	3.7025	  	 	 	620,000	  	 	Gas Swap	  	 	77,537	  
	 WF(04/05/12Cal13)
	  	Aug-13	  	Wells Fargo	  	 $	1.1050	  	 	 	325,500	  	 	Propane (C3) - Conway	  	 	88,590	  
	 WF(01/10/12Cal13)
	  	Aug-13	  	Wells Fargo	  	 $	2.1264	  	 	 	325,500	  	 	Natural Gasoline (C5+) - MB	  	 	98,020	  
	 JP(01/26/11Cal13)
	  	Aug-13	  	JP Morgan	  	 $	95.5000	  	 	 	15,500	  	 	Oil Swaps	  	 	105,537	  
	 BMO(01/26/11Cal13)
	  	Aug-13	  	Bank of Montreal	  	 $	95.5700	  	 	 	15,500	  	 	Oil Swaps	  	 	106,609	  
	 WF(01/17/12Cal13)
	  	Aug-13	  	Wells Fargo	  	 $	1.2313	  	 	 	325,500	  	 	Propane (C3) - MB	  	 	112,982	  
	 WF(11/29/11JuIDec13)
	  	Aug-13	  	Wells Fargo	  	 $	92.3000	  	 	 	31,000	  	 	Oil Swaps	  	 	113,043	  
	 GS(04/05/12Cal13)
	  	Aug-13	  	Goldman Sachs	  	 $	1.2500	  	 	 	325,500	  	 	Propane (C3) - MB	  	 	119,013	  
	 BA(02/15/12Mar12-Cal17)
	  	Aug-13	  	Bank of America	  	 $	3.9000	  	 	 	387,500	  	 	Gas Swap	  	 	124,120	  
	 JP(11/08/11Cal13)
	  	Aug-13	  	JP Morgan	  	 $	92.9500	  	 	 	31,000	  	 	Oil Swaps	  	 	132,955	  
	 Citi(02/16/12Mar12-Cal17)
	  	Aug-13	  	Citi	  	 $	3.9250	  	 	 	387,500	  	 	Gas Swap	  	 	133,697	  
	 JP(01/03/11Cal13)
	  	Aug-13	  	JP Morgan	  	 $	93.0000	  	 	 	31,000	  	 	Oil Swaps	  	 	134,487	  
	 GS(02/16/12Mar12-Cal17)
	  	Aug-13	  	Goldman Sachs	  	 $	3.9300	  	 	 	387,500	  	 	Gas Swap	  	 	135,613	  
	 BA(02/16/12Mar12-Cal17)
	  	Aug-13	  	Bank of America	  	 $	3.9350	  	 	 	387,500	  	 	Gas Swap	  	 	137,528	  
	 BMO(05/17/12Cal13)
	  	Aug-13	  	Bank of Montreal	  	 $	93.1800	  	 	 	31,000	  	 	Oil Swaps	  	 	140,001	  
	 JP(01/03/11Cal13)2
	  	Aug-13	  	JP Morgan	  	 $	93.2000	  	 	 	31,000	  	 	Oil Swaps	  	 	140,614	  
	 JP(11/08/11 Cal13)2
	  	Aug-13	  	JP Morgan	  	 $	93.3500	  	 	 	31,000	  	 	Oil Swaps	  	 	145,209	  
	 BMO(11/08/11Cal13)
	  	Aug-13	  	Bank of Montreal	  	 $	93.4300	  	 	 	31,000	  	 	Oil Swaps	  	 	147,660	  
	 BMO(05/17/12Cal13)2
	  	Aug-13	  	Bank of Montreal	  	 $	93.5000	  	 	 	31,000	  	 	Oil Swaps	  	 	149,805	  
	 WF(11/29/11Cal13)
	  	Aug-13	  	Wells Fargo	  	 $	93.5000	  	 	 	31,000	  	 	Oil Swaps	  	 	149,805	  
	 JP(11/08/11 Cal13)3
	  	Aug-13	  	JP Morgan	  	 $	93.5500	  	 	 	31,000	  	 	Oil Swaps	  	 	151,336	  
	 BA(05/17/12Cal13)
	  	Aug-13	  	Bank of America	  	 $	93.6000	  	 	 	31,000	  	 	Oil Swaps	  	 	152,868	  
	 JP(12/21/11Cal12-16)
	  	Aug-13	  	JP Morgan	  	 $	4.2110	  	 	 	1,023,200	  	 	Gas Swap	  	 	642,332	  
	 JP(12/13/11Cal12-16)
	  	Aug-13	  	JP Morgan	  	 $	4.2180	  	 	 	1,023,200	  	 	Gas Swap	  	 	649,413	  
	 BMO(08/05/11Cal13b)3
	  	Sep-13	  	Bank of Montreal	  	 $	93.5700	  	 	 	(30,000	) 	 	Oil Swaps	  	 	(148,890	) 
	 BMO(08/05/11Cal13b)
	  	Sep-13	  	Bank of Montreal	  	 $	93.1500	  	 	 	(30,000	) 	 	Oil Swaps	  	 	(136,441	) 
	 JP(08/08/11Cal13b)3
	  	Sep-13	  	JP Morgan	  	 $	91.4000	  	 	 	(30,000	) 	 	Oil Swaps	  	 	(84,572	) 
	 BMO(08/05/11Cal13b)2
	  	Sep-13	  	Bank of Montreal	  	 $	93.5500	  	 	 	(15,000	) 	 	Oil Swaps	  	 	(74,149	) 
	 CS(01/18/12Cal13)
	  	Sep-13	  	Credit Suisse	  	 $	3.5100	  	 	 	600,000	  	 	Gas Swap	  	 	(40,916	) 
	 BMO(01/17/12Cal13)
	  	Sep-13	  	Bank of Montreal	  	 $	3.5200	  	 	 	600,000	  	 	Gas Swap	  	 	(34,986	) 
	 CS(01/17/12Cal13)
	  	Sep-13	  	Credit Suisse	  	 $	3.5250	  	 	 	600,000	  	 	Gas Swap	  	 	(32,021	) 
	 JP(08/08/11Cal13b)2
	  	Sep-13	  	JP Morgan	  	 $	90.3500	  	 	 	(15,000	) 	 	Oil Swaps	  	 	(26,725	) 
	 BA(01/18/12Cal13)
	  	Sep-13	  	Bank of America	  	 $	3.5100	  	 	 	375,000	  	 	Gas Swap	  	 	(25,572	) 
	 WF(01/18/12Cal13)
	  	Sep-13	  	Wells Fargo	  	 $	3.5000	  	 	 	300,000	  	 	Gas Swap	  	 	(23,423	) 
	 BMO(01/18/12Cal13)
	  	Sep-13	  	Bank of Montreal	  	 $	3.5020	  	 	 	300,000	  	 	Gas Swap	  	 	(22,830	) 
	 JP(08/08/11Cal13b)
	  	Sep-13	  	JP Morgan	  	 $	90.0000	  	 	 	(15,000	) 	 	Oil Swaps	  	 	(21,538	) 
	 BA(01/18/12Cal13)2
	  	Sep-13	  	Bank of America	  	 $	3.5200	  	 	 	300,000	  	 	Gas Swap	  	 	(17,493	) 
	 WF(01/17/12Cal13)
	  	Sep-13	  	Wells Fargo	  	 $	3.5200	  	 	 	300,000	  	 	Gas Swap	  	 	(17,493	) 
	 TD(01/17/12Cal13)
	  	Sep-13	  	TD Securities	  	 $	3.5250	  	 	 	300,000	  	 	Gas Swap	  	 	(16,010	) 
	 GS(01/17/12Cal13)
	  	Sep-13	  	Goldman Sachs	  	 $	3.5300	  	 	 	300,000	  	 	Gas Swap	  	 	(14,528	) 
	 BMO(01/10/12Cal13)
	  	Sep-13	  	Bank of Montreal	  	($	    0.1850	) 	 	 	300,000	  	 	SJ Basis	  	 	(11,858	) 
	 BMO(01/10/12Cal13)2
	  	Sep-13	  	Bank of Montreal	  	($	    0.1800	) 	 	 	300,000	  	 	SJ Basis	  	 	(10,376	) 
	 BMO(01/23/12Cal13)
	  	Sep-13	  	Bank of Montreal	  	 $	3.5600	  	 	 	300,000	  	 	Gas Swap	  	 	(5,633	) 
	 BMO(01/10/12Cal13)
	  	Sep-13	  	Bank of Montreal	  	($	    0.1050	) 	 	 	150,000	  	 	NGPL TXOK Basis	  	 	(4,788	) 
	 Citi(01/23/12Cal13)
	  	Sep-13	  	Citi	  	 $	3.5650	  	 	 	300,000	  	 	Gas Swap	  	 	(4,151	) 
	 BMO(01/10/12Cal13)
	  	Sep-13	  	Bank of Montreal	  	($	    0.1900	) 	 	 	300,000	  	 	PEPL Basis	  	 	(2,994	) 
	 CS(01/23/12Cal13)
	  	Sep-13	  	Credit Suisse	  	 $	3.5700	  	 	 	300,000	  	 	Gas Swap	  	 	(2,668	) 
	 BA(01/23/12Cal13)
	  	Sep-13	  	Bank of America	  	 $	3.5800	  	 	 	150,000	  	 	Gas Swap	  	 	148	  
	 BMO(01/10/12Cal13)
	  	Sep-13	  	Bank of Montreal	  	($	    0.2300	) 	 	 	300,000	  	 	CIG Basis	  	 	2,223	  
	 BMO(10/05/10Cal13)
	  	Sep-13	  	Bank of Montreal	  	 $	89.0500	  	 	 	15,000	  	 	Oil Swaps	  	 	7,459	  
	 JP(10/01/10Cal13)
	  	Sep-13	  	JP Morgan	  	 $	89.0500	  	 	 	15,000	  	 	Oil Swaps	  	 	7,459	  
	 JP(12/20/11Call3ParibasNovate)
	  	Sep-13	  	JP Morgan	  	 $	89.0500	  	 	 	15,000	  	 	Oil Swaps	  	 	7,459	  
	 JP(10/05/10Cal13)
	  	Sep-13	  	JP Morgan	  	 $	89.0600	  	 	 	15,000	  	 	Oil Swaps	  	 	7,608	  
	 BMO(10/05/10Cal13)2
	  	Sep-13	  	Bank of Montreal	  	 $	89.1500	  	 	 	15,000	  	 	Oil Swaps	  	 	8,941	  









 Samson Investment Company 

Mark to Market Information 

6/30/2012 
  


																			
	 Transaction

Confirmation

Received
	 	 Contract
Month
	 	 Transacting Company
	 	Contract
Transaction
Basis	 	 	Monthly
Volume
Sold(Bought)	 	 	 Swap
	 	SIC
6/30/2012
MTM	 
	 BMO(10/05/10Cal13)3
	 	Sep-13	 	Bank of Montreal	 	 $	89.6000	  	 	 	15,000	  	 	Oil Swaps	 	 	15,610	  
	 JP(10/05/10Cal13)2
	 	Sep-13	 	JP Morgan	 	 $	89.6500	  	 	 	15,000	  	 	Oil Swaps	 	 	16,351	  
	 JP(10/05/10Cal13)3
	 	Sep-13	 	JP Morgan	 	 $	89.7000	  	 	 	15,000	  	 	Oil Swaps	 	 	17,092	  
	 WF(04/05/12Cal13)
	 	Sep-13	 	Wells Fargo	 	 $	0.4175	  	 	 	315,000	  	 	Ethane (C2) - MB	 	 	18,283	  
	 WF(04/17/12Cal13)
	 	Sep-13	 	Wells Fargo	 	 $	0.4400	  	 	 	315,000	  	 	Ethane (C2) - MB	 	 	25,286	  
	 JP(12/20/11Cal13SCNovate)
	 	Sep-13	 	JP Morgan	 	 $	90.6000	  	 	 	15,000	  	 	Oil Swaps	 	 	30,430	  
	 BMO(11/04/10Cal13)
	 	Sep-13	 	Bank of Montreal	 	 $	90.6500	  	 	 	15,000	  	 	Oil Swaps	 	 	31,171	  
	 BMO(11/05/10Cal13)
	 	Sep-13	 	Bank of Montreal	 	 $	90.9000	  	 	 	15,000	  	 	Oil Swaps	 	 	34,876	  
	 JP(12/20/11Cal13ParibasNovate)2
	 	Sep-13	 	JP Morgan	 	 $	90.9000	  	 	 	15,000	  	 	Oil Swaps	 	 	34,876	  
	 WF(01/12/12Cal13)
	 	Sep-13	 	Wells Fargo	 	 $	0.5438	  	 	 	315,000	  	 	Ethane (C2) - MB	 	 	57,574	  
	 WF(11/29/11JulDec13)2
	 	Sep-13	 	Wells Fargo	 	 $	92.4500	  	 	 	15,000	  	 	Oil Swaps	 	 	57,847	  
	 BMO(05/11/10Cal13)
	 	Sep-13	 	Bank of Montreal	 	 $	90.8000	  	 	 	30,000	  	 	Oil Swaps	 	 	66,788	  
	 JP(05/06/10Cal13)
	 	Sep-13	 	JP Morgan	 	 $	90.8000	  	 	 	30,000	  	 	Oil Swaps	 	 	66,788	  
	 TD(01/12/12Cal13)
	 	Sep-13	 	TD Securities	 	 $	3.7000	  	 	 	600,000	  	 	Gas Swap	 	 	71,751	  
	 JP(05/06/10Cal13)2
	 	Sep-13	 	JP Morgan	 	 $	91.0000	  	 	 	30,000	  	 	Oil Swaps	 	 	72,716	  
	 BofA(01/12/12Cal13)
	 	Sep-13	 	Bank of America	 	 $	3.7025	  	 	 	600,000	  	 	Gas Swap	 	 	73,233	  
	 WF(01/10/12Cal13)
	 	Sep-13	 	Wells Fargo	 	 $	2.0089	  	 	 	315,000	  	 	Natural Gasoline (C5+) - Conway	 	 	74,348	  
	 WF(04/05/12Cal13)
	 	Sep-13	 	Wells Fargo	 	 $	1.1050	  	 	 	315,000	  	 	Propane (C3) - Conway	 	 	85,712	  
	 WF(01/10/12Cal13)
	 	Sep-13	 	Wells Fargo	 	 $	2.1264	  	 	 	315,000	  	 	Natural Gasoline (C5+) - MB	 	 	94,836	  
	 JP(01/26/11Cal13)
	 	Sep-13	 	JP Morgan	 	 $	95.5000	  	 	 	15,000	  	 	Oil Swaps	 	 	103,047	  
	 BMO(01/26/11Cal13)
	 	Sep-13	 	Bank of Montreal	 	 $	95.5700	  	 	 	15,000	  	 	Oil Swaps	 	 	104,085	  
	 WF(01/17/12Cal13)
	 	Sep-13	 	Wells Fargo	 	 $	1.2313	  	 	 	315,000	  	 	Propane (C3) - MB	 	 	109,312	  
	 WF(11/29/11JulDec13)
	 	Sep-13	 	Wells Fargo	 	 $	92.3000	  	 	 	30,000	  	 	Oil Swaps	 	 	111,247	  
	 GS(04/05/12Cal13)
	 	Sep-13	 	Goldman Sachs	 	 $	1.2500	  	 	 	315,000	  	 	Propane (C3) - MB	 	 	115,147	  
	 BA(02/15/12Mar12-Cal17)
	 	Sep-13	 	Bank of America	 	 $	3.9000	  	 	 	375,000	  	 	Gas Swap	 	 	118,967	  
	 Citi(02/16/12Mar12-Cal17)
	 	Sep-13	 	Citi	 	 $	3.9250	  	 	 	375,000	  	 	Gas Swap	 	 	128,232	  
	 GS(02/16/12Mar12-Cal17)
	 	Sep-13	 	Goldman Sachs	 	 $	3.9300	  	 	 	375,000	  	 	Gas Swap	 	 	130,085	  
	 JP(11/08/11Cal13)
	 	Sep-13	 	JP Morgan	 	 $	92.9500	  	 	 	30,000	  	 	Oil Swaps	 	 	130,513	  
	 BA(02/16/12Mar12-Cal17)
	 	Sep-13	 	Bank of America	 	 $	3.9350	  	 	 	375,000	  	 	Gas Swap	 	 	131,938	  
	 JP(01/03/11Cal13)
	 	Sep-13	 	JP Morgan	 	 $	93.0000	  	 	 	30,000	  	 	Oil Swaps	 	 	131,995	  
	 BMO(05/17/12Cal13)
	 	Sep-13	 	Bank of Montreal	 	 $	93.1800	  	 	 	30,000	  	 	Oil Swaps	 	 	137,330	  
	 JP(01/03/11Cal13)2
	 	Sep-13	 	JP Morgan	 	 $	93.2000	  	 	 	30,000	  	 	Oil Swaps	 	 	137,923	  
	 JP(11/08/11Cal13)2
	 	Sep-13	 	JP Morgan	 	 $	93.3500	  	 	 	30,000	  	 	Oil Swaps	 	 	142,369	  
	 BMO(11/08/11Cal13)
	 	Sep-13	 	Bank of Montreal	 	 $	93.4300	  	 	 	30,000	  	 	Oil Swaps	 	 	144,740	  
	 BMO(05/17/12Cal13)2
	 	Sep-13	 	Bank of Montreal	 	 $	93.5000	  	 	 	30,000	  	 	Oil Swaps	 	 	146,815	  
	 WF(11/29/11Cal13)
	 	Sep-13	 	Wells Fargo	 	 $	93.5000	  	 	 	30,000	  	 	Oil Swaps	 	 	146,815	  
	 JP(11/08/11Cal13)3
	 	Sep-13	 	JP Morgan	 	 $	93.5500	  	 	 	30,000	  	 	Oil Swaps	 	 	148,297	  
	 BA(05/17/12Cal13)
	 	Sep-13	 	Bank of America	 	 $	93.6000	  	 	 	30,000	  	 	Oil Swaps	 	 	149,779	  
	 JP(12/21/11Cal12-16)
	 	Sep-13	 	JP Morgan	 	 $	4.2110	  	 	 	1,010,300	  	 	Gas Swap	 	 	631,040	  
	 JP(12/13/11Cal12-16)
	 	Sep-13	 	JP Morgan	 	 $	4.2180	  	 	 	1,010,300	  	 	Gas Swap	 	 	638,030	  
	 BMO(08/05/11Cal13b)3
	 	Oct-13	 	Bank of Montreal	 	 $	93.5700	  	 	 	(31,000	) 	 	Oil Swaps	 	 	(155,763	) 
	 BMO(08/05/11Cal13b)
	 	Oct-13	 	Bank of Montreal	 	 $	93.1500	  	 	 	(31,000	) 	 	Oil Swaps	 	 	(142,902	) 
	 JP(08/08/11Cal13b)3
	 	Oct-13	 	JP Morgan	 	 $	91.4000	  	 	 	(31,000	) 	 	Oil Swaps	 	 	(89,314	) 
	 BMO(08/05/11Cal13b)2
	 	Oct-13	 	Bank of Montreal	 	 $	93.5500	  	 	 	(15,500	) 	 	Oil Swaps	 	 	(77,575	) 
	 CS(01/18/12Cal13)
	 	Oct-13	 	Credit Suisse	 	 $	3.5100	  	 	 	620,000	  	 	Gas Swap	 	 	(66,775	) 
	 BMO(01/17/12Cal13)
	 	Oct-13	 	Bank of Montreal	 	 $	3.5200	  	 	 	620,000	  	 	Gas Swap	 	 	(60,649	) 
	 CS(01/17/12Cal13)
	 	Oct-13	 	Credit Suisse	 	 $	3.5250	  	 	 	620,000	  	 	Gas Swap	 	 	(57,586	) 
	 BA(01/18/12Cal13)
	 	Oct-13	 	Bank of America	 	 $	3.5100	  	 	 	387,500	  	 	Gas Swap	 	 	(41,734	) 
	 WF(01/18/12Cal13)
	 	Oct-13	 	Wells Fargo	 	 $	3.5000	  	 	 	310,000	  	 	Gas Swap	 	 	(36,451	) 
	 BMO(01/18/12Cal13)
	 	Oct-13	 	Bank of Montreal	 	 $	3.5020	  	 	 	310,000	  	 	Gas Swap	 	 	(35,838	) 
	 BA(01/18/12Cal13)2
	 	Oct-13	 	Bank of America	 	 $	3.5200	  	 	 	310,000	  	 	Gas Swap	 	 	(30,324	) 
	 WF(01/17/12Cal13)
	 	Oct-13	 	Wells Fargo	 	 $	3.5200	  	 	 	310,000	  	 	Gas Swap	 	 	(30,324	) 
	 TD(01/17/12Cal13)
	 	Oct-13	 	TD Securities	 	 $	3.5250	  	 	 	310,000	  	 	Gas Swap	 	 	(28,793	) 
	 JP(08/08/11Cal13b)2
	 	Oct-13	 	JP Morgan	 	 $	90.3500	  	 	 	(15,500	) 	 	Oil Swaps	 	 	(28,580	) 
	 GS(01/17/12Cal13)
	 	Oct-13	 	Goldman Sachs	 	 $	3.5300	  	 	 	310,000	  	 	Gas Swap	 	 	(27,261	) 
	 JP(08/08/11Cal13b)
	 	Oct-13	 	JP Morgan	 	 $	90.0000	  	 	 	(15,500	) 	 	Oil Swaps	 	 	(23,222	) 
	 BMO(01/23/12Cal13)
	 	Oct-13	 	Bank of Montreal	 	 $	3.5600	  	 	 	310,000	  	 	Gas Swap	 	 	(18,072	) 
	 Citi(01/23/12Cal13)
	 	Oct-13	 	Citi	 	 $	3.5650	  	 	 	310,000	  	 	Gas Swap	 	 	(16,541	) 
	 CS(01/23/12Cal13)
	 	Oct-13	 	Credit Suisse	 	 $	3.5700	  	 	 	310,000	  	 	Gas Swap	 	 	(15,009	) 
	 BA(01/23/12Cal13)
	 	Oct-13	 	Bank of America	 	 $	3.5800	  	 	 	155,000	  	 	Gas Swap	 	 	(5,973	) 
	 BMO(01/10/12Cal13)
	 	Oct-13	 	Bank of Montreal	 	($    	0.1050	) 	 	 	155,000	  	 	NGPL TXOK Basis	 	 	(4,900	) 
	 BMO(01/10/12Cal13)
	 	Oct-13	 	Bank of Montreal	 	($    	0.1850	) 	 	 	310,000	  	 	SJ Basis	 	 	184	  
	 BMO(01/10/12Cal13)2
	 	Oct-13	 	Bank of Montreal	 	($    	0.1800	) 	 	 	310,000	  	 	SJ Basis	 	 	1,715	  
	 BMO(01/10/12Cal13)
	 	Oct-13	 	Bank of Montreal	 	($    	0.1900	) 	 	 	310,000	  	 	PEPL Basis	 	 	4,257	  









 Samson Investment Company 

Mark to Market Information 

6/30/2012 
  


																			
	 Transaction

Confirmation

Received
	 	 Contract
Month
	 	 Transacting Company
	 	Contract
Transaction
Basis	 	 	Monthly
Volume
Sold(Bought)	 	 	 Swap
	 	SIC
6/30/2012
MTM	 
	 BMO(10/05/10Cal13)
	 	Oct-13	 	Bank of Montreal	 	 $	89.0500	  	 	 	15,500	  	 	Oi1 Swaps	 	 	8,676	  
	 JP(10/01/10Cal13)
	 	Oct-13	 	JP Morgan	 	 $	89.0500	  	 	 	15,500	  	 	Oil Swaps	 	 	8,676	  
	 JP(12/20/11Cal13ParibasNovate)
	 	Oct-13	 	JP Morgan	 	 $	89.0500	  	 	 	15,500	  	 	Oil Swaps	 	 	8,676	  
	 JP(10/05/10Cal13)
	 	Oct-13	 	JP Morgan	 	 $	89.0600	  	 	 	15,500	  	 	Oil Swaps	 	 	8,829	  
	 BMO(10/05/10Cal13)2
	 	Oct-13	 	Bank of Montreal	 	 $	89.1500	  	 	 	15,500	  	 	Oil Swaps	 	 	10,207	  
	 BMO(01/10/12Cal13)
	 	Oct-13	 	Bank of Montreal	 	($    	0.2300	) 	 	 	310,000	  	 	CIG Basis	 	 	13,016	  
	 BMO(10/05/10Cal13)3
	 	Oct-13	 	Bank of Montreal	 	 $	89.6000	  	 	 	15,500	  	 	Oil Swaps	 	 	17,097	  
	 JP(10/05/10Cal13)2
	 	Oct-13	 	JP Morgan	 	 $	89.6500	  	 	 	15,500	  	 	Oil Swaps	 	 	17,863	  
	 WF(04/05/12Cal13)
	 	Oct-13	 	Wells Fargo	 	 $	0.4175	  	 	 	325,500	  	 	Ethane (C2) - MB	 	 	18,086	  
	 JP(10/05/10Cal13)3
	 	Oct-13	 	JP Morgan	 	 $	89.7000	  	 	 	15,500	  	 	Oil Swaps	 	 	18,628	  
	 WF(04/17/12Cal13)
	 	Oct-13	 	Wells Fargo	 	 $	0.4400	  	 	 	325,500	  	 	Ethane (C2) - MB	 	 	25,320	  
	 JP(12/20/11Cal13SCNovate)
	 	Oct-13	 	JP Morgan	 	 $	90.6000	  	 	 	15,500	  	 	Oil Swaps	 	 	32,408	  
	 BMO(11/04/10Cal13)
	 	Oct-13	 	Bank of Montreal	 	 $	90.6500	  	 	 	15,500	  	 	Oil Swaps	 	 	33,174	  
	 BMO(11/05/10Cal13)
	 	Oct-13	 	Bank of Montreal	 	 $	90.9000	  	 	 	15,500	  	 	Oil Swaps	 	 	37,001	  
	 JP(12/20/11Cal13ParibasNovate)2
	 	Oct-13	 	JP Morgan	 	 $	90.9000	  	 	 	15,500	  	 	Oil Swaps	 	 	37,001	  
	 TD(01/12/12Cal13)
	 	Oct-13	 	TD Securities	 	 $	3.7000	  	 	 	620,000	  	 	Gas Swap	 	 	49,622	  
	 BofA(01/12/12Cal13)
	 	Oct-13	 	Bank of America	 	 $	3.7025	  	 	 	620,000	  	 	Gas Swap	 	 	51,153	  
	 WF(01/12/12Cal13)
	 	Oct-13	 	Wells Fargo	 	 $	0.5338	  	 	 	325,500	  	 	Ethane (C2) - MB	 	 	55,462	  
	 WF(11/29/11JulDec13)2
	 	Oct-13	 	Wells Fargo	 	 $	92.4500	  	 	 	15,500	  	 	Oil Swaps	 	 	60,733	  
	 BMO(05/11/10Cal13)
	 	Oct-13	 	Bank of Montreal	 	 $	90.8000	  	 	 	31,000	  	 	Oil Swaps	 	 	70,941	  
	 JP(05/06/10Cal13)
	 	Oct-13	 	JP Morgan	 	 $	90.8000	  	 	 	31,000	  	 	Oil Swaps	 	 	70,941	  
	 WF(01/10/12Cal13)
	 	Oct-13	 	Wells Fargo	 	 $	1.9989	  	 	 	325,500	  	 	Natural Gasoline (C5+) - Conway	 	 	73,596	  
	 JP(05/06/10Cal13)2
	 	Oct-13	 	JP Morgan	 	 $	91.0000	  	 	 	31,000	  	 	Oil Swaps	 	 	77,065	  
	 WF(04/05/12Cal13)
	 	Oct-13	 	Wells Fargo	 	 $	1.1050	  	 	 	325,500	  	 	Propane (C3) - Conway	 	 	88,552	  
	 WF(01/10/12Cal13)
	 	Oct-13	 	Wells Fargo	 	 $	2.1164	  	 	 	325,500	  	 	Natural Gasoline (C5+) - MB	 	 	94,763	  
	 JP(01/26/11Cal13)
	 	Oct-13	 	JP Morgan	 	 $	95.5000	  	 	 	15,500	  	 	Oil Swaps	 	 	107,432	  
	 BA(02/15/12Mar12-Cal17)
	 	Oct-13	 	Bank of America	 	 $	3.9000	  	 	 	387,500	  	 	Gas Swap	 	 	107,591	  
	 BMO(01/26/11Cal13)
	 	Oct-13	 	Bank of Montreal	 	 $	95.5700	  	 	 	15,500	  	 	Oil Swaps	 	 	108,503	  
	 WF(01/17/12Cal13)
	 	Oct-13	 	Wells Fargo	 	 $	1.2463	  	 	 	325,500	  	 	Propane (C3) - MB	 	 	108,915	  
	 GS(04/05/12Cal13)
	 	Oct-13	 	Goldman Sachs	 	 $	1.2500	  	 	 	325,500	  	 	Propane (C3) - MB	 	 	110,121	  
	 WF(11/29/11JulDec13)
	 	Oct-13	 	Wells Fargo	 	 $	92.3000	  	 	 	31,000	  	 	Oil Swaps	 	 	116,873	  
	 Citi(02/16/12Mar12-Cal17)
	 	Oct-13	 	Citi	 	 $	3.9250	  	 	 	387,500	  	 	Gas Swap	 	 	117,163	  
	 GS(02/16/12Mar12-Cal17)
	 	Oct-13	 	Goldman Sachs	 	 $	3.9300	  	 	 	387,500	  	 	Gas Swap	 	 	119,077	  
	 BA(02/16/12Mar12-Cal17)
	 	Oct-13	 	Bank of America	 	 $	3.9350	  	 	 	387,500	  	 	Gas Swap	 	 	120,992	  
	 JP(11/08/11Cal13)
	 	Oct-13	 	JP Morgan	 	 $	92.9500	  	 	 	31,000	  	 	Oil Swaps	 	 	136,778	  
	 JP(01/03/11Cal13)
	 	Oct-13	 	JP Morgan	 	 $	93.0000	  	 	 	31,000	  	 	Oil Swaps	 	 	138,309	  
	 BMO(05/17/12Cal13)
	 	Oct-13	 	Bank of Montreal	 	 $	93.1800	  	 	 	31,000	  	 	Oil Swaps	 	 	143,821	  
	 JP(01/03/11Cal13)2
	 	Oct-13	 	JP Morgan	 	 $	93.2000	  	 	 	31,000	  	 	Oil Swaps	 	 	144,433	  
	 JP(11/08/11Cal13)2
	 	Oct-13	 	JP Morgan	 	 $	93.3500	  	 	 	31,000	  	 	Oil Swaps	 	 	149,026	  
	 BMO(11/08/11Cal13)
	 	Oct-13	 	Bank of Montreal	 	 $	93.4300	  	 	 	31,000	  	 	Oil Swaps	 	 	151,476	  
	 BMO(05/17/12Cal13)2
	 	Oct-13	 	Bank of Montreal	 	 $	93.5000	  	 	 	31,000	  	 	Oil Swaps	 	 	153,620	  
	 WF(11/29/11Cal13)
	 	Oct-13	 	Wells Fargo	 	 $	93.5000	  	 	 	31,000	  	 	Oil Swaps	 	 	153,620	  
	 JP(11/08/11Cal13)3
	 	Oct-13	 	JP Morgan	 	 $	93.5500	  	 	 	31,000	  	 	Oil Swaps	 	 	155,151	  
	 BA(05/17/12Cal13)
	 	Oct-13	 	Bank of America	 	 $	93.6000	  	 	 	31,000	  	 	Oil Swaps	 	 	156,682	  
	 JP(12/21/11Cal12-16)
	 	Oct-13	 	JP Morgan	 	 $	4.2110	  	 	 	998,900	  	 	Gas Swap	 	 	584,305	  
	 JP(12/13/11Cal12-16)
	 	Oct-13	 	JP Morgan	 	 $	4.2180	  	 	 	998,900	  	 	Gas Swap	 	 	591,214	  
	 BMO(08/05/11Cal13b)3
	 	Nov-13	 	Bank of Montreal	 	 $	93.5700	  	 	 	(30,000	) 	 	Oil Swaps	 	 	(153,095	) 
	 BMO(08/05/11Cal13b)
	 	Nov-13	 	Bank of Montreal	 	 $	93.1500	  	 	 	(30,000	) 	 	Oil Swaps	 	 	(140,650	) 
	 CS(01/18/12Cal13)
	 	Nov-13	 	Credit Suisse	 	 $	3.5100	  	 	 	600,000	  	 	Gas Swap	 	 	(137,509	) 
	 BMO(01/17/12Cal13)
	 	Nov-13	 	Bank of Montreal	 	 $	3.5200	  	 	 	600,000	  	 	Gas Swap	 	 	(131,582	) 
	 CS(01/17/12Cal13)
	 	Nov-13	 	Credit Suisse	 	 $	3.5250	  	 	 	600,000	  	 	Gas Swap	 	 	(128,618	) 
	 JP(08/08/11Cal13b)3
	 	Nov-13	 	JP Morgan	 	 $	91.4000	  	 	 	(30,000	) 	 	Oil Swaps	 	 	(88,795	) 
	 BA(01/18/12Cal13)
	 	Nov-13	 	Bank of America	 	 $	3.5100	  	 	 	375,000	  	 	Gas Swap	 	 	(85,943	) 
	 BMO(08/05/11Cal13b)2
	 	Nov-13	 	Bank of Montreal	 	 $	93.5500	  	 	 	(15,000	) 	 	Oil Swaps	 	 	(76,251	) 
	 WF(01/18/12Cal13)
	 	Nov-13	 	Wells Fargo	 	 $	3.5000	  	 	 	300,000	  	 	Gas Swap	 	 	(71,718	) 
	 BMO(01/18/12Cal13)
	 	Nov-13	 	Bank of Montreal	 	 $	3.5020	  	 	 	300,000	  	 	Gas Swap	 	 	(71,125	) 
	 BA(01/18/12Cal13)2
	 	Nov-13	 	Bank of America	 	 $	3.5200	  	 	 	300,000	  	 	Gas Swap	 	 	(65,791	) 
	 WF(01/17/12Cal13)
	 	Nov-13	 	Wells Fargo	 	 $	35200	  	 	 	300,000	  	 	Gas Swap	 	 	(65,791	) 
	 TD(01/17/12Cal13)
	 	Nov-13	 	TD Securities	 	 $	3.5250	  	 	 	300,000	  	 	Gas Swap	 	 	(64,309	) 
	 GS(01/17/12Cal13)
	 	Nov-13	 	Goldman Sachs	 	 $	3.5300	  	 	 	300,000	  	 	Gas Swap	 	 	(62,827	) 
	 BMO(01/23/12Cal13)
	 	Nov-13	 	Bank of Montreal	 	 $	3.5600	  	 	 	300,000	  	 	Gas Swap	 	 	(53,937	) 
	 Citi(01/23/12Cal13)
	 	Nov-13	 	Citi	 	 $	3.5650	  	 	 	300,000	  	 	Gas Swap	 	 	(52,455	) 
	 CS(01/23/12Cal13)
	 	Nov-13	 	Credit Suisse	 	 $	3.5700	  	 	 	300,000	  	 	Gas Swap	 	 	(50,973	) 
	 JP(08/08/11Cal13b)2
	 	Nov-13	 	JP Morgan	 	 $	90.3500	  	 	 	(15,000	) 	 	Oil Swaps	 	 	(28,841	) 









 Samson Investment Company 

Mark to Market Information 

6/30/2012 
  


																			
	 Transaction

Confirmation

Received
	 	 Contract
Month
	 	 Transacting Company
	 	Contract
Transaction
Basis	 	 	Monthly
Volume
Sold(Bought)	 	 	 Swap
	 	SIC
6/30/2012
MTM	 
	 TD(01/12/12Cal13)
	 	Nov-13	 	TD Securities	 	 $	3.7000	  	 	 	600,000	  	 	Gas Swap	 	 	(24,894)	  
	 BA(01/23/12Cal13)
	 	Nov-13	 	Bank of America	 	 $	3.5800	  	 	 	150,000	  	 	Gas Swap	 	 	(24,005)	  
	 JP(08/08/11Cal13b)
	 	Nov-13	 	JP Morgan	 	 $	90.0000	  	 	 	(15,000)	  	 	Oil Swaps	 	 	(23,656)	  
	 BofA(01/12/12Cal13)
	 	Nov-13	 	Bank of America	 	 $	3.7025	  	 	 	600,000	  	 	Gas Swap	 	 	(23,412)	  
	 BMO(01/10/12Cal13)
	 	Nov-13	 	Bank of Montreal	 	($	0.1850)	  	 	 	300,000	  	 	SJ Basis	 	 	(8,771)	  
	 BMO(01/10/12Cal13)2
	 	Nov-13	 	Bank of Montreal	 	($	0.1800)	  	 	 	300,000	  	 	SJ Basis	 	 	(7,290)	  
	 BMO(01/10/12Cal13)
	 	Nov-13	 	Bank of Montreal	 	($	0.1050)	  	 	 	150,000	  	 	NGPL TXOK Basis	 	 	(2,593)	  
	 BMO(01/10/12Cal13)
	 	Nov-13	 	Bank of Montreal	 	($	0.1900)	  	 	 	300,000	  	 	PEPL Basis	 	 	(2,222)	  
	 BMO(01/10/12Cal13)
	 	Nov-13	 	Bank of Montreal	 	($	0.2300)	  	 	 	300,000	  	 	CIG Basis	 	 	3,704	  
	 BMO(10/05/10Cal13)
	 	Nov-13	 	Bank of Montreal	 	 $	89.0500	  	 	 	15,000	  	 	Oil Swaps	 	 	9,581	  
	 JP(10/01/10Cal13)
	 	Nov-13	 	JP Morgan	 	 $	89.0500	  	 	 	15,000	  	 	Oil Swaps	 	 	9,581	  
	 JP(12/20/11Cal13ParibasNovate)
	 	Nov-13	 	JP Morgan	 	 $	89.0500	  	 	 	15,000	  	 	Oil Swaps	 	 	9,581	  
	 JP(10/05/10Cal13)
	 	Nov-13	 	JP Morgan	 	 $	89.0600	  	 	 	15,000	  	 	Oil Swaps	 	 	9,729	  
	 BMO(10/05/10Cal13)2
	 	Nov-13	 	Bank of Montreal	 	 $	89.1500	  	 	 	15,000	  	 	Oil Swaps	 	 	11,062	  
	 WF(04/05/12Cal13)
	 	Nov-13	 	Wells Fargo	 	 $	0.4175	  	 	 	315,000	  	 	Ethane (C2) - MB	 	 	17,501	  
	 BMO(10/05/10Cal13)3
	 	Nov-13	 	Bank of Montreal	 	 $	89.6000	  	 	 	15,000	  	 	Oil Swaps	 	 	17,729	  
	 JP(10/05/10Cal13)2
	 	Nov-13	 	JP Morgan	 	 $	89.6500	  	 	 	15,000	  	 	Oil Swaps	 	 	18,470	  
	 JP(10/05/10Cal13)3
	 	Nov-13	 	JP Morgan	 	 $	89.7000	  	 	 	15,000	  	 	Oil Swaps	 	 	19,211	  
	 WF(04/17/12Cal13)
	 	Nov-13	 	Wells Fargo	 	 $	0.4400	  	 	 	315,000	  	 	Ethane (C2) - MB	 	 	24,501	  
	 JP(12/20/11Cal13SCNovate)
	 	Nov-13	 	JP Morgan	 	 $	90.6000	  	 	 	15,000	  	 	Oil Swaps	 	 	32,545	  
	 BMO(11/04/10Cal13)
	 	Nov-13	 	Bank of Montreal	 	 $	90.6500	  	 	 	15,000	  	 	Oil Swaps	 	 	33,286	  
	 BMO(11/05/10Cal13)
	 	Nov-13	 	Bank of Montreal	 	 $	90.9000	  	 	 	15,000	  	 	Oil Swaps	 	 	36,990	  
	 JP(12/20/11Cal13ParibasNovate)2
	 	Nov-13	 	JP Morgan	 	 $	90.9000	  	 	 	15,000	  	 	Oil Swaps	 	 	36,990	  
	 WF(01/12/12Cal13)
	 	Nov-13	 	Wells Fargo	 	 $	0.5338	  	 	 	315,000	  	 	Ethane (C2) - MB	 	 	53,668	  
	 BA(02/15/12Mar12-Cal17)
	 	Nov-13	 	Bank of America	 	 $	3.9000	  	 	 	375,000	  	 	Gas Swap	 	 	58,530	  
	 WF(11/29/11JulDec13)2
	 	Nov-13	 	Wells Fargo	 	 $	92.4500	  	 	 	15,000	  	 	Oil Swaps	 	 	59,954	  
	 Citi(02/16/12Mar12-Cal17)
	 	Nov-13	 	Citi	 	 $	3.9250	  	 	 	375,000	  	 	Gas Swap	 	 	67,791	  
	 GS(02/16/12Mar12-Cal17)
	 	Nov-13	 	Goldman Sachs	 	 $	3.9300	  	 	 	375,000	  	 	Gas Swap	 	 	69,643	  
	 BMO(05/11/10Cal13)
	 	Nov-13	 	Bank of Montreal	 	 $	90.8000	  	 	 	30,000	  	 	Oil Swaps	 	 	71,016	  
	 JP(05/06/l0Cal13)
	 	Nov-13	 	JP Morgan	 	 $	90.8000	  	 	 	30,000	  	 	Oil Swaps	 	 	71,016	  
	 WF(01/10/12Cal13)
	 	Nov-13	 	Wells Fargo	 	 $	1.9989	  	 	 	315,000	  	 	Natural Gasoline (C5+) - Conway	 	 	71,216	  
	 BA(02/16/12Mar12-Cal17)
	 	Nov-13	 	Bank of America	 	 $	3.9350	  	 	 	375,000	  	 	Gas Swap	 	 	71,496	  
	 JP(05/06/10Cal13)2
	 	Nov-13	 	JP Morgan	 	 $	91.0000	  	 	 	30,000	  	 	Oil Swaps	 	 	76,943	  
	 WF(04/05/12Cal13)
	 	Nov-13	 	Wells Fargo	 	 $	1.1050	  	 	 	315,000	  	 	Propane (C3) - Conway	 	 	85,688	  
	 WF(01/10/12Cal13)
	 	Nov-13	 	Wells Fargo	 	 $	2.1164	  	 	 	315,000	  	 	Natural Gasoline (C5+) - MB	 	 	91,698	  
	 JP(01/26/11Cal13)
	 	Nov-13	 	JP Morgan	 	 $	95.5000	  	 	 	15,000	  	 	Oil Swaps	 	 	105,142	  
	 WF(01/17/12Cal13)
	 	Nov-13	 	Wells Fargo	 	 $	1.2463	  	 	 	315,000	  	 	Propane (C3) - MB	 	 	105,392	  
	 BMO(01/26/11Cal13)
	 	Nov-13	 	Bank of Montreal	 	 $	95.5700	  	 	 	15,000	  	 	Oil Swaps	 	 	106,179	  
	 GS(04/05/12Cal13)
	 	Nov-13	 	Goldman Sachs	 	 $	1.2500	  	 	 	315,000	  	 	Propane (C3) - MB	 	 	106,559	  
	 WF(11/29/11JulDec13)
	 	Nov-13	 	Wells Fargo	 	 $	92.3000	  	 	 	30,000	  	 	Oil Swaps	 	 	115,463	  
	 JP(11/08/11Cal13)
	 	Nov-13	 	JP Morgan	 	 $	92.9500	  	 	 	30,000	  	 	Oil Swaps	 	 	134,724	  
	 JP(01/03/11Cal13)
	 	Nov-13	 	JP Morgan	 	 $	93.0000	  	 	 	30,000	  	 	Oil Swaps	 	 	136,205	  
	 BMO(05/17/12Cal13)
	 	Nov-13	 	Bank of Montreal	 	 $	93.1800	  	 	 	30,000	  	 	Oil Swaps	 	 	141,539	  
	 JP(01/03/11Cal13)2
	 	Nov-13	 	JP Morgan	 	 $	93.2000	  	 	 	30,000	  	 	Oil Swaps	 	 	142,132	  
	 JP(11/08/11Cal13)2
	 	Nov-13	 	JP Morgan	 	 $	93.3500	  	 	 	30,000	  	 	Oil Swaps	 	 	146,576	  
	 BMO(11/08/11Cal13)
	 	Nov-13	 	Bank of Montreal	 	 $	93.4300	  	 	 	30,000	  	 	Oil Swaps	 	 	148,947	  
	 BMO(05/17/12Cal13)2
	 	Nov-13	 	Bank of Montreal	 	 $	93.5000	  	 	 	30,000	  	 	Oil Swaps	 	 	151,021	  
	 WF(11/29/11Cal13)
	 	Nov-13	 	Wells Fargo	 	 $	93.5000	  	 	 	30,000	  	 	Oil Swaps	 	 	151,021	  
	 JP(11/08/11Cal13)3
	 	Nov-13	 	JP Morgan	 	 $	93.5500	  	 	 	30,000	  	 	Oil Swaps	 	 	152,503	  
	 BA(05/17/12Cal13)
	 	Nov-13	 	Bank of America	 	 $	93.6000	  	 	 	30,000	  	 	Oil Swaps	 	 	153,984	  
	 JP(12/21/11Cal12-16)
	 	Nov-13	 	JP Morgan	 	 $	4.2110	  	 	 	987,600	  	 	Gas Swap	 	 	457,556	  
	 JP(12/13/11Cal12-16)
	 	Nov-13	 	JP Morgan	 	 $	4.2180	  	 	 	987,600	  	 	Gas Swap	 	 	464,386	  
	 CS(07/18/12Cal13)
	 	Dec-13	 	Credit Suisse	 	 $	3.5100	  	 	 	620,000	  	 	Gas Swap	 	 	(273,147)	  
	 BMO(01/17/12Cal13)
	 	Dec-13	 	Bank of Montreal	 	 $	3.5200	  	 	 	620,000	  	 	Gas Swap	 	 	(267,023)	  
	 CS(01/17/12Cal13)
	 	Dec-13	 	Credit Suisse	 	 $	3.5250	  	 	 	620,000	  	 	Gas Swap	 	 	(263,961)	  
	 BA(01/18/12Cal13)
	 	Dec-13	 	Bank of America	 	 $	3.5100	  	 	 	387,500	  	 	Gas Swap	 	 	(170,717)	  
	 BMO(08/05/11Cal13b)3
	 	Dec-13	 	Bank of Montreal	 	 $	93.5700	  	 	 	(31,000)	  	 	Oil Swaps	 	 	(161,968)	  
	 TD(01/12/12Cal13)
	 	Dec-13	 	TD Securities	 	 $	3.7000	  	 	 	620,000	  	 	Gas Swap	 	 	(156,784)	  
	 BofA(01/12/12Cal13)
	 	Dec-13	 	Bank of America	 	 $	3.7025	  	 	 	620,000	  	 	Gas Swap	 	 	(155,253)	  
	 BMO(08/05/11Cal13b)
	 	Dec-13	 	Bank of Montreal	 	 $	93.1500	  	 	 	(31,000)	  	 	Oil Swaps	 	 	(149,108)	  
	 WF(01/18/12Cal13)
	 	Dec-13	 	Wells Fargo	 	 $	3.5000	  	 	 	310,000	  	 	Gas Swap	 	 	(139,636)	  
	 BMO(01/18/12Cal13)
	 	Dec-13	 	Bank of Montreal	 	 $	3.5020	  	 	 	310,000	  	 	Gas Swap	 	 	(139,023)	  
	 BA(01/18/12Cal13)2
	 	Dec-13	 	Bank of America	 	 $	3.5200	  	 	 	310,000	  	 	Gas Swap	 	 	(133,511)	  
	 WF(01/17/12Cal13)
	 	Dec-13	 	Wells Fargo	 	 $	3.5200	  	 	 	310,000	  	 	Gas Swap	 	 	(133,511)	  









 Samson Investment Company 

Mark to Market Information 

6/30/2012 
  


																			
	 Transaction

Confirmation

Received
	 	 Contract
Month
	 	 Transacting Company
	 	Contract
Transaction
Basis	 	 	Monthly
Volume
Sold(Bought)	 	 	 Swap
	 	SIC
6/30/2012
MTM	 
	 TD(01/17/12Cal13)
	 	Dec-13	 	TD Securities	 	 $	3.5250	  	 	 	310,000	  	 	Gas Swap	 	 	(131,980	) 
	 GS(01/17/12Cal13)
	 	Dec-13	 	Goldman Sachs	 	 $	3.5300	  	 	 	310,000	  	 	Gas Swap	 	 	(130,449	) 
	 BMO(01/23/12Cal13)
	 	Dec-13	 	Bank of Montreal	 	 $	3.5600	  	 	 	310,000	  	 	Gas Swap	 	 	(121,263	) 
	 Citi(01/23/12Cal13)
	 	Dec-13	 	Citi	 	 $	3.5650	  	 	 	310,000	  	 	Gas Swap	 	 	(119,732	) 
	 CS(01/23/12Cal13)
	 	Dec-13	 	Credit Suisse	 	 $	3.5700	  	 	 	310,000	  	 	Gas Swap	 	 	(118,200	) 
	 JP(08/08/11Cal13b)3
	 	Dec-13	 	JP Morgan	 	 $	91.4000	  	 	 	(31,000	) 	 	Oil Swaps	 	 	(95,527	) 
	 BMO(08/05/11Cal13b)2
	 	Dec-13	 	Bank of Montreal	 	 $	93.5500	  	 	 	(15,500	) 	 	Oil Swaps	 	 	(80,678	) 
	 BA(01/23/12Cal13)
	 	Dec-13	 	Bank of America	 	 $	3.5800	  	 	 	155,000	  	 	Gas Swap	 	 	(57,569	) 
	 JP(08/08/11Cal13b)2
	 	Dec-13	 	JP Morgan	 	 $	90.3500	  	 	 	(15,500	) 	 	Oil Swaps	 	 	(31,689	) 
	 JP(08/08/11Cal13b)
	 	Dec-13	 	JP Morgan	 	 $	90.0000	  	 	 	(15,500	) 	 	Oil Swaps	 	 	(26,331	) 
	 BA(02/15/12Mar12-Cal17)
	 	Dec-13	 	Bank of America	 	 $	3.9000	  	 	 	387,500	  	 	Gas Swap	 	 	(21,435	) 
	 BMO(01/10/12Cal13)
	 	Dec-13	 	Bank of Montreal	 	($    	0.1850	) 	 	 	310,000	  	 	SJ Basis	 	 	(16,993	) 
	 BMO(01/10/12Cal13)
	 	Dec-13	 	Bank of Montreal	 	($    	0.2300	) 	 	 	310,000	  	 	CIG Basis	 	 	(16,840	) 
	 BMO(01/10/12Cal13)2
	 	Dec-13	 	Bank of Montreal	 	($    	0.1800	) 	 	 	310,000	  	 	SJ Basis	 	 	(15,462	) 
	 Citi(02/16/12Mar12-Cal17)
	 	Dec-13	 	Citi	 	 $	3.9250	  	 	 	387,500	  	 	Gas Swap	 	 	(11,866	) 
	 GS(02/16/12Mar12-Cal17)
	 	Dec-13	 	Goldman Sachs	 	 $	3.9300	  	 	 	387,500	  	 	Gas Swap	 	 	(9,952	) 
	 BMO(01/10/12Cal13)
	 	Dec-13	 	Bank of Montreal	 	($    	0.1900	) 	 	 	310,000	  	 	PEPL Basis	 	 	(8,083	) 
	 BA(02/16/12Mar12-Cal17)
	 	Dec-13	 	Bank of America	 	 $	3.9350	  	 	 	387,500	  	 	Gas Swap	 	 	(8,038	) 
	 BMO(01/10/12Cal13)
	 	Dec-13	 	Bank of Montreal	 	($    	0.1050	) 	 	 	155,000	  	 	NGPL TXOK Basis	 	 	(3,200	) 
	 BMO(10/05/10Cal13)
	 	Dec-13	 	Bank of Montreal	 	 $	89.0500	  	 	 	15,500	  	 	Oil Swaps	 	 	11,788	  
	 JP(10/01/10Cal13)
	 	Dec-13	 	JP Morgan	 	 $	89.0500	  	 	 	15,500	  	 	Oil Swaps	 	 	11,788	  
	 JP(12/20/11Cal13ParibasNovate)
	 	Dec-13	 	JP Morgan	 	 $	89.0500	  	 	 	15,500	  	 	Oil Swaps	 	 	11,788	  
	 JP(10/05/10Cal13)
	 	Dec-13	 	JP Morgan	 	 $	89.0600	  	 	 	15,500	  	 	Oil Swaps	 	 	11,941	  
	 BMO(10/05/10Cal13)2
	 	Dec-13	 	Bank of Montreal	 	 $	89.1500	  	 	 	15,500	  	 	Oil Swaps	 	 	13,319	  
	 WF(04/05/12Cal13)
	 	Dec-13	 	Wells Fargo	 	 $	0.4175	  	 	 	325,500	  	 	Ethane (C2) - MB	 	 	18,083	  
	 BMO(10/05/10Cal13)3
	 	Dec-13	 	Bank of Montreal	 	 $	89.6000	  	 	 	15,500	  	 	Oil Swaps	 	 	20,208	  
	 JP(10/05/10Cal13)2
	 	Dec-13	 	JP Morgan	 	 $	89.6500	  	 	 	15,500	  	 	Oil Swaps	 	 	20,973	  
	 JP(10/05/10Cal13)3
	 	Dec-13	 	JP Morgan	 	 $	89.7000	  	 	 	15,500	  	 	Oil Swaps	 	 	21,739	  
	 WF(04/17/12Cal13)
	 	Dec-13	 	Wells Fargo	 	 $	0.4400	  	 	 	325,500	  	 	Ethane (C2) - MB	 	 	25,317	  
	 JP(12/20/11Cal13SCNovate)
	 	Dec-13	 	JP Morgan	 	 $	90.6000	  	 	 	15,500	  	 	Oil Swaps	 	 	35,517	  
	 BMO(11/04/10Cal13)
	 	Dec-13	 	Bank of Montreal	 	 $	90.6500	  	 	 	15,500	  	 	Oil Swaps	 	 	36,282	  
	 BMO(11/05/10Cal13)
	 	Dec-13	 	Bank of Montreal	 	 $	90.9000	  	 	 	15,500	  	 	Oil Swaps	 	 	40,109	  
	 JP(12/20/11Cal13ParibasNovate)2
	 	Dec-13	 	JP Morgan	 	 $	90.9000	  	 	 	15,500	  	 	Oil Swaps	 	 	40,109	  
	 WF(01/12/12Cal13)
	 	Dec-13	 	Wells Fargo	 	 $	0.5338	  	 	 	325,500	  	 	Ethane (C2) - MB	 	 	55,455	  
	 WF(11/29/11 JulDec13)2
	 	Dec-13	 	Wells Fargo	 	 $	92.4500	  	 	 	15,500	  	 	Oil Swaps	 	 	63,838	  
	 WF(01/10/12Cal13)
	 	Dec-13	 	Wells Fargo	 	 $	1.9989	  	 	 	325,500	  	 	Natural Gasoline (C5+) - Conway	 	 	73,587	  
	 BMO(05/11/10Cal13)
	 	Dec-13	 	Bank of Montreal	 	 $	90.8000	  	 	 	31,000	  	 	Oil Swaps	 	 	77,157	  
	 JP(05/06/10Cal13)
	 	Dec-13	 	JP Morgan	 	 $	90.8000	  	 	 	31,000	  	 	Oil Swaps	 	 	77,157	  
	 JP(05/06/10Cal13)2
	 	Dec-13	 	JP Morgan	 	 $	91.0000	  	 	 	31,000	  	 	Oil Swaps	 	 	83,280	  
	 WF(04/05/12Cal13)
	 	Dec-13	 	Wells Fargo	 	 $	1.1050	  	 	 	325,500	  	 	Propane (C3) - Conway	 	 	88,541	  
	 WF(01/10/12Cal13)
	 	Dec-13	 	Wells Fargo	 	 $	2.1164	  	 	 	325,500	  	 	Natural Gasoline (C5+) - MB	 	 	94,751	  
	 WF(01/17/12Cal13)
	 	Dec-13	 	Wells Fargo	 	 $	1.2463	  	 	 	325,500	  	 	Propane (C3) - MB	 	 	108,901	  
	 GS(04/05/12Cal13)
	 	Dec-13	 	Goldman Sachs	 	 $	1.2500	  	 	 	325,500	  	 	Propane (C3) - MB	 	 	110,107	  
	 JP(01/26/11Cal13)
	 	Dec-13	 	JP Morgan	 	 $	95.5000	  	 	 	15,500	  	 	Oil Swaps	 	 	110,530	  
	 BMO(01/26/11Cal13)
	 	Dec-13	 	Bank of Montreal	 	 $	95.5700	  	 	 	15,500	  	 	Oil Swaps	 	 	111,602	  
	 WF(11/29/11JulDec13)
	 	Dec-13	 	Wells Fargo	 	 $	92.3000	  	 	 	31,000	  	 	Oil Swaps	 	 	123,083	  
	 JP(11/08/11Cal13)
	 	Dec-13	 	JP Morgan	 	 $	92.9500	  	 	 	31,000	  	 	Oil Swaps	 	 	142,985	  
	 JP(01/03/11Cal13)
	 	Dec-13	 	JP Morgan	 	 $	93.0000	  	 	 	31,000	  	 	Oil Swaps	 	 	144,516	  
	 BMO(05/17/12Cal13)
	 	Dec-13	 	Bank of Montreal	 	 $	93.1800	  	 	 	31,000	  	 	Oil Swaps	 	 	150,027	  
	 JP(01/03/11Cal13)2
	 	Dec-13	 	JP Morgan	 	 $	93.2000	  	 	 	31,000	  	 	Oil Swaps	 	 	150,639	  
	 JP(11/08/11Cal13)2
	 	Dec-13	 	JP Morgan	 	 $	93.3500	  	 	 	31,000	  	 	Oil Swaps	 	 	155,232	  
	 BMO(11/08/11Cal13)
	 	Dec-13	 	Bank of Montreal	 	 $	93.4300	  	 	 	31,000	  	 	Oil Swaps	 	 	157,681	  
	 BMO(05/17/12Cal13)2
	 	Dec-13	 	Bank of Montreal	 	 $	93.5000	  	 	 	31,000	  	 	Oil Swaps	 	 	159,825	  
	 WF(11/29/11Cal13)
	 	Dec-13	 	Wells Fargo	 	 $	93.5000	  	 	 	31,000	  	 	Oil Swaps	 	 	159,825	  
	 JP(11/08/11Cal13)3
	 	Dec-13	 	JP Morgan	 	 $	93.5500	  	 	 	31,000	  	 	Oil Swaps	 	 	161,356	  
	 BA(05/17/12Cal13)
	 	Dec-13	 	Bank of America	 	 $	93.6000	  	 	 	31,000	  	 	Oil Swaps	 	 	162,886	  
	 JP(12/21/11Cal12-16)
	 	Dec-13	 	JP Morgan	 	 $	4.2110	  	 	 	975,300	  	 	Gas Swap	 	 	245,668	  
	 JP(12/13/11Cal12-16)
	 	Dec-13	 	JP Morgan	 	 $	4.2180	  	 	 	975,300	  	 	Gas Swap	 	 	252,412	  
	 BMO(08/05/11Cal14b)2
	 	Jan-14	 	Bank of Montreal	 	 $	94.5500	  	 	 	(15,500	) 	 	Oil Swaps	 	 	(97,368	) 
	 JP(08/05/11Cal14b)
	 	Jan-14	 	JP Morgan	 	 $	94.5500	  	 	 	(15,500	) 	 	Oil Swaps	 	 	(97,368	) 
	 BMO(08/05/11Cal14b)
	 	Jan-14	 	Bank of Montreal	 	 $	94.4000	  	 	 	(15,500	) 	 	Oil Swaps	 	 	(95,071	) 
	 JP(12/20/11Cal14bSCNovate)
	 	Jan-14	 	JP Morgan	 	 $	93.3000	  	 	 	(15,500	) 	 	Oil Swaps	 	 	(78,231	) 
	 BA(02/15/12Mar12-Cal17)
	 	Jan-14	 	Bank of America	 	 $	3.9000	  	 	 	310,000	  	 	Gas Swap	 	 	(51,749	) 
	 Citi(02/16/12Mar12-Cal17)
	 	Jan-14	 	Citi	 	 $	3.9250	  	 	 	310,000	  	 	Gas Swap	 	 	(44,093	) 









 Samson Investment Company 

Mark to Market Information 

6/30/2012 
  


																			
	 Transaction

Confirmation

Received
	 	 Contract
Month
	 	 Transacting Company
	 	Contract
Transaction
Basis	 	 	Monthly
Volume
Sold(Bought)	 	 	 Swap
	 	SIC
6/30/2012
MTM	 
	 GS(02/16/12Mar12-Cal17)
	 	Jan-14	 	Goldman Sachs	 	$	3.9300	  	 	 	310,000	  	 	Gas Swap	 	 	(42,562	) 
	 BA(02/16/12Mar12-Cal17)
	 	Jan-14	 	Bank of America	 	$	3.9350	  	 	 	310,000	  	 	Gas Swap	 	 	(41,031	) 
	 JP(12/20/11Cal14SCNovate)
	 	Jan-14	 	JP Morgan	 	$	90.1500	  	 	 	15,500	  	 	Oil Swaps	 	 	30,006	  
	 JP(10/05/10Cal14)
	 	Jan-14	 	JP Morgan	 	$	90.2500	  	 	 	15,500	  	 	Oil Swaps	 	 	31,537	  
	 JP(10/06/10Cal14)
	 	Jan-14	 	JP Morgan	 	$	90.3500	  	 	 	15,500	  	 	Oil Swaps	 	 	33,068	  
	 JP(11/04/10Cal14)
	 	Jan-14	 	JP Morgan	 	$	90.7000	  	 	 	15,500	  	 	Oil Swaps	 	 	38,427	  
	 JP(11/04/10Cal14)2
	 	Jan-14	 	JP Morgan	 	$	90.8000	  	 	 	15,500	  	 	Oil Swaps	 	 	39,957	  
	 BMO(11/30/11Cal14)
	 	Jan-14	 	Bank of Montreal	 	$	91.0000	  	 	 	15,500	  	 	Oil Swaps	 	 	43,019	  
	 JP(11/04/10Cal14)3
	 	Jan-14	 	JP Morgan	 	$	91.0100	  	 	 	15,500	  	 	Oil Swaps	 	 	43,172	  
	 WF(11/30/11Cal14)
	 	Jan-14	 	Wells Fargo	 	$	91.0500	  	 	 	15,500	  	 	Oil Swaps	 	 	43,785	  
	 WF(11/30/11Cal14)2
	 	Jan-14	 	Wells Fargo	 	$	91.1500	  	 	 	15,500	  	 	Oil Swaps	 	 	45,316	  
	 BA(05/17/12Cal14)
	 	Jan-14	 	Bank of America	 	$	90.0000	  	 	 	31,000	  	 	Oil Swaps	 	 	55,420	  
	 MS(05/17/12Cal14)
	 	Jan-14	 	Morgan Stanley	 	$	90.0000	  	 	 	31,000	  	 	Oil Swaps	 	 	55,420	  
	 BMO(10/13/10Cal14)
	 	Jan-14	 	Bank of Montreal	 	$	90.2000	  	 	 	31,000	  	 	Oil Swaps	 	 	61,544	  
	 BMO(11/29/11Cal14)
	 	Jan-14	 	Bank of Montreal	 	$	90.4800	  	 	 	31,000	  	 	Oil Swaps	 	 	70,117	  
	 JP(11/29/11Cal14)
	 	Jan-14	 	JP Morgan	 	$	90.7000	  	 	 	31,000	  	 	Oil Swaps	 	 	76,853	  
	 JP(11/30/11Cal14)
	 	Jan-14	 	JP Morgan	 	$	91.0200	  	 	 	31,000	  	 	Oil Swaps	 	 	86,651	  
	 JP(11/30/11Cal14)2
	 	Jan-14	 	JP Morgan	 	$	91.0500	  	 	 	31,000	  	 	Oil Swaps	 	 	87,570	  
	 BMO(11/30/11Cal14)2
	 	Jan-14	 	Bank of Montreal	 	$	91.1000	  	 	 	31,000	  	 	Oil Swaps	 	 	89,101	  
	 JP(11/30/11Cal14)3
	 	Jan-14	 	JP Morgan	 	$	91.2400	  	 	 	31,000	  	 	Oil Swaps	 	 	93,387	  
	 JP(12/21/11Cal12-16)
	 	Jan-14	 	JP Morgan	 	$	4.2110	  	 	 	963,300	  	 	Gas Swap	 	 	135,114	  
	 JP(12/13/11Cal12-16)
	 	Jan-14	 	JP Morgan	 	$	4.2180	  	 	 	963,300	  	 	Gas Swap	 	 	141,774	  
	 JP(01/12/11Cal14)
	 	Jan-14	 	JP Morgan	 	$	94.5200	  	 	 	31,000	  	 	Oil Swaps	 	 	193,817	  
	 BMO(08/05/11Cal14b)2
	 	Feb-14	 	Bank of Montreal	 	$	94.5500	  	 	 	(14,000	) 	 	Oil Swaps	 	 	(89,204	) 
	 JP(08/05/11Cal14b)
	 	Feb-14	 	JP Morgan	 	$	94.5500	  	 	 	(14,000	) 	 	Oil Swaps	 	 	(89,204	) 
	 BMO(08/05/11Cal14b)
	 	Feb-14	 	Bank of Montreal	 	$	94.4000	  	 	 	(14,000	) 	 	Oil Swaps	 	 	(87,130	) 
	 JP(12/20/11Cal14bSCNovate)
	 	Feb-14	 	JP Morgan	 	$	93.3000	  	 	 	(14,000	) 	 	Oil Swaps	 	 	(71,917	) 
	 BA(02/15/12Mar12-Cal17)
	 	Feb-14	 	Bank of America	 	$	3.9000	  	 	 	280,000	  	 	Gas Swap	 	 	(39,826	) 
	 Citi(02/16/12Mar12-Cal17)
	 	Feb-14	 	Citi	 	$	3.9250	  	 	 	280,000	  	 	Gas Swap	 	 	(32,912	) 
	 GS(02/16/12Mar12-Cal17)
	 	Feb-14	 	Goldman Sachs	 	$	3.9300	  	 	 	280,000	  	 	Gas Swap	 	 	(31,529	) 
	 BA(02/16/12Mar12-Cal17)
	 	Feb-14	 	Bank of America	 	$	3.9350	  	 	 	280,000	  	 	Gas Swap	 	 	(30,146	) 
	 JP(12/20/11Cal14SCNovate)
	 	Feb-14	 	JP Morgan	 	$	90.1500	  	 	 	14,000	  	 	Oil Swaps	 	 	28,352	  
	 JP(10/05/10Cal14)
	 	Feb-14	 	JP Morgan	 	$	90.2500	  	 	 	14,000	  	 	Oil Swaps	 	 	29,735	  
	 JP(10/06/10Cal14)
	 	Feb-14	 	JP Morgan	 	$	90.3500	  	 	 	14,000	  	 	Oil Swaps	 	 	31,118	  
	 JP(11/04/10Cal14)
	 	Feb-14	 	JP Morgan	 	$	90.7000	  	 	 	14,000	  	 	Oil Swaps	 	 	35,958	  
	 JP(11/04/10Cal14)2
	 	Feb-14	 	JP Morgan	 	$	90.8000	  	 	 	14,000	  	 	Oil Swaps	 	 	37,341	  
	 BMO(11/30/11Cal14)
	 	Feb-14	 	Bank of Montreal	 	$	91.0000	  	 	 	14,000	  	 	Oil Swaps	 	 	40,107	  
	 JP(11/04/10Cal14)3
	 	Feb-14	 	JP Morgan	 	$	91.0100	  	 	 	14,000	  	 	Oil Swaps	 	 	40,246	  
	 WF(11/30/11Cal14)
	 	Feb-14	 	Wells Fargo	 	$	91.0500	  	 	 	14,000	  	 	Oil Swaps	 	 	40,799	  
	 WF(11/30/11Cal14)2
	 	Feb-14	 	Wells Fargo	 	$	91.1500	  	 	 	14,000	  	 	Oil Swaps	 	 	42,182	  
	 BA(05/17/12Cal14)
	 	Feb-14	 	Bank of America	 	$	90.0000	  	 	 	28,000	  	 	Oil Swaps	 	 	52,554	  
	 MS(05/17/12Cal14)
	 	Feb-14	 	Morgan Stanley	 	$	90.0000	  	 	 	28,000	  	 	Oil Swaps	 	 	52,554	  
	 BMO(10/13/10Cal14)
	 	Feb-14	 	Bank of Montreal	 	$	90.2000	  	 	 	28,000	  	 	Oil Swaps	 	 	58,087	  
	 BMO(11/29/11Cal14)
	 	Feb-14	 	Bank of Montreal	 	$	90.4800	  	 	 	28,000	  	 	Oil Swaps	 	 	65,831	  
	 JP(11/29/11Cal14)
	 	Feb-14	 	JP Morgan	 	$	90.7000	  	 	 	28,000	  	 	Oil Swaps	 	 	71,917	  
	 JP(11/30/11Cal14)
	 	Feb-14	 	JP Morgan	 	$	91.0200	  	 	 	28,000	  	 	Oil Swaps	 	 	80,768	  
	 JP(11/30/11Cal14)2
	 	Feb-14	 	JP Morgan	 	$	91.0500	  	 	 	28,000	  	 	Oil Swaps	 	 	81,598	  
	 BMO(11/30/11Cal14)2
	 	Feb-14	 	Bank of Montreal	 	$	91.1000	  	 	 	28,000	  	 	Oil Swaps	 	 	82,981	  
	 JP(11/30/11Cal14)3
	 	Feb-14	 	JP Morgan	 	$	91.2400	  	 	 	28,000	  	 	Oil Swaps	 	 	86,853	  
	 JP(12/21/11Cal12-16)
	 	Feb-14	 	JP Morgan	 	$	4.2110	  	 	 	951,300	  	 	Gas Swap	 	 	156,920	  
	 JP(12/13/11Cal12-16)
	 	Feb-14	 	JP Morgan	 	$	4.2180	  	 	 	951,300	  	 	Gas Swap	 	 	163,497	  
	 JP(01/12/11Cal14)
	 	Feb-14	 	JP Morgan	 	$	94.5200	  	 	 	28,000	  	 	Oil Swaps	 	 	177,579	  
	 BMO(08/05/11Cal14b)2
	 	Mar-14	 	Bank of Montreal	 	$	94.5500	  	 	 	(15,500	) 	 	Oil Swaps	 	 	(100,209	) 
	 JP(08/05/11Cal14b)
	 	Mar-14	 	JP Morgan	 	$	94.5500	  	 	 	(15,500	) 	 	Oil Swaps	 	 	(100,209	) 
	 BMO(08/05/11Cal14b)
	 	Mar-14	 	Bank of Montreal	 	$	94.4000	  	 	 	(15,500	) 	 	Oil Swaps	 	 	(97,912	) 
	 JP(12/20/11Cal14bSCNovate)
	 	Mar-14	 	JP Morgan	 	$	93.3000	  	 	 	(15,500	) 	 	Oil Swaps	 	 	(81,066	) 
	 BA(02/15/12Mar12-Cal17)
	 	Mar-14	 	Bank of America	 	$	3.9000	  	 	 	310,000	  	 	Gas Swap	 	 	(19,600	) 
	 Citi(02/16/12Mar12-Cal17)
	 	Mar-14	 	Citi	 	$	3.9250	  	 	 	310,000	  	 	Gas Swap	 	 	(11,944	) 
	 GS(02/16/12Mar12-Cal17)
	 	Mar-14	 	Goldman Sachs	 	$	3.9300	  	 	 	310,000	  	 	Gas Swap	 	 	(10,413	) 
	 BA(02/16/12Mar12-Cal17)
	 	Mar-14	 	Bank of America	 	$	3.9350	  	 	 	310,000	  	 	Gas Swap	 	 	(8,881	) 
	 JP(12/20/11Cal14SCNovate)
	 	Mar-14	 	JP Morgan	 	$	90.1500	  	 	 	15,500	  	 	Oil Swaps	 	 	32,824	  
	 JP(10/05/10Cal14)
	 	Mar-14	 	JP Morgan	 	$	90.2500	  	 	 	15,500	  	 	Oil Swaps	 	 	34,356	  
	 JP(10/06/10Cal14)
	 	Mar-14	 	JP Morgan	 	$	90.3500	  	 	 	15,500	  	 	Oil Swaps	 	 	35,887	  
	 JP(11/04/10Cal14)
	 	Mar-14	 	JP Morgan	 	$	90.7000	  	 	 	15,500	  	 	Oil Swaps	 	 	41,247	  









 Samson Investment Company 

Mark to Market Information 

6/30/2012 
  


																			
	 Transaction

Confirmation

Received
	 	 Contract
Month
	 	 Transacting Company
	 	Contract
Transaction
Basis	 	 	Monthly
Volume
Sold(Bought)	 	 	 Swap
	 	SIC
6/30/2012
MTM	 
	 JP(11/04/10Cal14)2
	 	Mar-14	 	JP Morgan	 	$	90.8000	  	 	 	15,500	  	 	Oil Swaps	 	 	42,779	  
	 BMO(11/30/11Cal14)
	 	Mar-14	 	Bank of Montreal	 	$	91.0000	  	 	 	15,500	  	 	Oil Swaps	 	 	45,842	  
	 JP(11/04/10Cal14)3
	 	Mar-14	 	JP Morgan	 	$	91.0100	  	 	 	15,500	  	 	Oil Swaps	 	 	45,995	  
	 WF(11/30/11Cal14)
	 	Mar-14	 	Wells Fargo	 	$	91.0500	  	 	 	15,500	  	 	Oil Swaps	 	 	46,608	  
	 WF(11/30/11Cal14)2
	 	Mar-14	 	Wells Fargo	 	$	91.1500	  	 	 	15,500	  	 	Oil Swaps	 	 	48,139	  
	 BA(05/17/12Cal14)
	 	Mar-14	 	Bank of America	 	$	90.0000	  	 	 	31,000	  	 	Oil Swaps	 	 	61,054	  
	 MS(05/17/12Cal14)
	 	Mar-14	 	Morgan Stanley	 	$	90.0000	  	 	 	31,000	  	 	Oil Swaps	 	 	61,054	  
	 BMO(10/13/10Cal14)
	 	Mar-14	 	Bank of Montreal	 	$	90.2000	  	 	 	31,000	  	 	Oil Swaps	 	 	67,180	  
	 BMO(11/29/11Cal14)
	 	Mar-14	 	Bank of Montreal	 	$	90.4800	  	 	 	31,000	  	 	Oil Swaps	 	 	75,757	  
	 JP(11/29/11Cal14)
	 	Mar-14	 	JP Morgan	 	$	90.7000	  	 	 	31,000	  	 	Oil Swaps	 	 	82,495	  
	 JP(11/30/11Cal14)
	 	Mar-14	 	JP Morgan	 	$	91.0200	  	 	 	31,000	  	 	Oil Swaps	 	 	92,296	  
	 JP(11/30/11Cal14)2
	 	Mar-14	 	JP Morgan	 	$	91.0500	  	 	 	31,000	  	 	Oil Swaps	 	 	93,215	  
	 BMO(11/30/11Cal14)2
	 	Mar-14	 	Bank of Montreal	 	$	91.1000	  	 	 	31,000	  	 	Oil Swaps	 	 	94,747	  
	 JP(11/30/11Cal14)3
	 	Mar-14	 	JP Morgan	 	$	91.2400	  	 	 	31,000	  	 	Oil Swaps	 	 	99,035	  
	 JP(01/12/11Cal14)
	 	Mar-14	 	JP Morgan	 	$	94.5200	  	 	 	31,000	  	 	Oil Swaps	 	 	199,499	  
	 JP(12/21/11Cal12-16)
	 	Mar-14	 	JP Morgan	 	$	4.2110	  	 	 	937,600	  	 	Gas Swap	 	 	228,786	  
	 JP(12/13/11Cal12-16)
	 	Mar-14	 	JP Morgan	 	$	4.2180	  	 	 	937,600	  	 	Gas Swap	 	 	235,270	  
	 BMO(08/05/11Cal14b)2
	 	Apr-14	 	Bank of Montreal	 	$	94.5500	  	 	 	(15,000	) 	 	Oil Swaps	 	 	(98,485	) 
	 JP(08/05/11Cal14b)
	 	Apr-14	 	JP Morgan	 	$	94.5500	  	 	 	(15,000	) 	 	Oil Swaps	 	 	(98,485	) 
	 BMO(08/05/11Cal14b)
	 	Apr-14	 	Bank of Montreal	 	$	94.4000	  	 	 	(15,000	) 	 	Oil Swaps	 	 	(96,261	) 
	 JP(12/20/11Cal14bSCNovate)
	 	Apr-14	 	JP Morgan	 	$	93.3000	  	 	 	(15,000	) 	 	Oil Swaps	 	 	(79,954	) 
	 BA(02/15/12Mar12-Cal17)
	 	Apr-14	 	Bank of America	 	$	3.9000	  	 	 	300,000	  	 	Gas Swap	 	 	32,015	  
	 JP(12/20/11Cal14SCNovate)
	 	Apr-14	 	JP Morgan	 	$	90.1500	  	 	 	15,000	  	 	Oil Swaps	 	 	33,257	  
	 JP(10/05/10Cal14)
	 	Apr-14	 	JP Morgan	 	$	90.2500	  	 	 	15,000	  	 	Oil Swaps	 	 	34,739	  
	 JP(10/06/10Cal14)
	 	Apr-14	 	JP Morgan	 	$	90.3500	  	 	 	15,000	  	 	Oil Swaps	 	 	36,222	  
	 Citi(02/16/12Mar12-Cal17)
	 	Apr-14	 	Citi	 	$	3.9250	  	 	 	300,000	  	 	Gas Swap	 	 	39,426	  
	 GS(02/16/12Mar12-Cal17)
	 	Apr-14	 	Goldman Sachs	 	$	3.9300	  	 	 	300,000	  	 	Gas Swap	 	 	40,908	  
	 JP(11/04/10Cal14)
	 	Apr-14	 	JP Morgan	 	$	90.7000	  	 	 	15,000	  	 	Oil Swaps	 	 	41,410	  
	 BA(02/16/12Mar12-Cal17)
	 	Apr-14	 	Bank of America	 	$	3.9350	  	 	 	300,000	  	 	Gas Swap	 	 	42,390	  
	 JP(11/04/10Cal14)2
	 	Apr-14	 	JP Morgan	 	$	90.8000	  	 	 	15,000	  	 	Oil Swaps	 	 	42,893	  
	 BMO(11/30/11Cal14)
	 	Apr-14	 	Bank of Montreal	 	$	91.0000	  	 	 	15,000	  	 	Oil Swaps	 	 	45,858	  
	 JP(11/04/10Cal14)3
	 	Apr-14	 	JP Morgan	 	$	91.0100	  	 	 	15,000	  	 	Oil Swaps	 	 	46,006	  
	 WF(11/30/11Cal14)
	 	Apr-14	 	Wells Fargo	 	$	91.0500	  	 	 	15,000	  	 	Oil Swaps	 	 	46,599	  
	 WF(11/30/11Cal14)2
	 	Apr-14	 	Wells Fargo	 	$	91.1500	  	 	 	15,000	  	 	Oil Swaps	 	 	48,081	  
	 BA(05/17/12Cal14)
	 	Apr-14	 	Bank of America	 	$	90.0000	  	 	 	30,000	  	 	Oil Swaps	 	 	62,066	  
	 MS(05/17/12Cal14)
	 	Apr-14	 	Morgan Stanley	 	$	90.0000	  	 	 	30,000	  	 	Oil Swaps	 	 	62,066	  
	 BMO(10/13/10Cal14)
	 	Apr-14	 	Bank of Montreal	 	$	90.2000	  	 	 	30,000	  	 	Oil Swaps	 	 	67,996	  
	 BMO(11/29/11Cal14)
	 	Apr-14	 	Bank of Montreal	 	$	90.4800	  	 	 	30,000	  	 	Oil Swaps	 	 	76,297	  
	 JP(11/29/11Cal14)
	 	Apr-14	 	JP Morgan	 	$	90.7000	  	 	 	30,000	  	 	Oil Swaps	 	 	82,820	  
	 JP(11/30/11Cal14)
	 	Apr-14	 	JP Morgan	 	$	91.0200	  	 	 	30,000	  	 	Oil Swaps	 	 	92,308	  
	 JP(11/30/11Cal14)2
	 	Apr-14	 	JP Morgan	 	$	91.0500	  	 	 	30,000	  	 	Oil Swaps	 	 	93,198	  
	 BMO(11/30/11Cal14)2
	 	Apr-14	 	Bank of Montreal	 	$	91.1000	  	 	 	30,000	  	 	Oil Swaps	 	 	94,680	  
	 JP(11/30/11Cal14)3
	 	Apr-14	 	JP Morgan	 	$	91.2400	  	 	 	30,000	  	 	Oil Swaps	 	 	98,831	  
	 JP(01/12/11Cal14)
	 	Apr-14	 	JP Morgan	 	$	94.5200	  	 	 	30,000	  	 	Oil Swaps	 	 	196,081	  
	 JP(12/21/11Cal12-16)
	 	Apr-14	 	JP Morgan	 	$	4.2110	  	 	 	925,900	  	 	Gas Swap	 	 	383,341	  
	 JP(12/13/11Cal12-16)
	 	Apr-14	 	JP Morgan	 	$	4.2180	  	 	 	925,900	  	 	Gas Swap	 	 	389,746	  
	 BMO(08/05/11Cal14b)2
	 	May-14	 	Bank of Montreal	 	$	94.5500	  	 	 	(15,500	) 	 	Oil Swaps	 	 	(103,333	) 
	 JP(08/05/11Cal14b)
	 	May-14	 	JP Morgan	 	$	94.5500	  	 	 	(15,500	) 	 	Oil Swaps	 	 	(103,333	) 
	 BMO(08/05/11Cal14b)
	 	May-14	 	Bank of Montreal	 	$	94.4000	  	 	 	(15,500	) 	 	Oil Swaps	 	 	(101,035	) 
	 JP(12/20/11Cal14bSCNovate)
	 	May-14	 	JP Morgan	 	$	93.3000	  	 	 	(15,500	) 	 	Oil Swaps	 	 	(84,179	) 
	 BA(02/15/12Mar12-Cal17)
	 	May-14	 	Bank of America	 	$	3.9000	  	 	 	310,000	  	 	Gas Swap	 	 	28,188	  
	 Citi(02/16/12Mar12-Cal17)
	 	May-14	 	Citi	 	$	3.9250	  	 	 	310,000	  	 	Gas Swap	 	 	35,847	  
	 JP(12/20/11Cal14SCNovate)
	 	May-14	 	JP Morgan	 	$	90.1500	  	 	 	15,500	  	 	Oil Swaps	 	 	35,909	  
	 GS(02/16/12Mar12-Cal17)
	 	May-14	 	Goldman Sachs	 	$	3.9300	  	 	 	310,000	  	 	Gas Swap	 	 	37,379	  
	 JP(10/05/10Cal14)
	 	May-14	 	JP Morgan	 	$	90.2500	  	 	 	15,500	  	 	Oil Swaps	 	 	37,441	  
	 BA(02/16/12Mar12-Cal17)
	 	May-14	 	Bank of America	 	$	3.9350	  	 	 	310,000	  	 	Gas Swap	 	 	38,911	  
	 JP(10/06/10Cal14)
	 	May-14	 	JP Morgan	 	$	90.3500	  	 	 	15,500	  	 	Oil Swaps	 	 	38,974	  
	 JP(11/04/10Cal14)
	 	May-14	 	JP Morgan	 	$	90.7000	  	 	 	15,500	  	 	Oil Swaps	 	 	44,337	  
	 JP(11/04/10Cal14)2
	 	May-14	 	JP Morgan	 	$	90.8000	  	 	 	15,500	  	 	Oil Swaps	 	 	45,869	  
	 BMO(11/30/11Cal14)
	 	May-14	 	Bank of Montreal	 	$	91.0000	  	 	 	15,500	  	 	Oil Swaps	 	 	48,934	  
	 JP(11/04/10Cal14)3
	 	May-14	 	JP Morgan	 	$	91.0100	  	 	 	15,500	  	 	Oil Swaps	 	 	49,087	  
	 WF(11/30/11Cal14)
	 	May-14	 	Wells Fargo	 	$	91.0500	  	 	 	15,500	  	 	Oil Swaps	 	 	49,700	  
	 WF(11/30/11Cal14)2
	 	May-14	 	Wells Fargo	 	$	91.1500	  	 	 	15,500	  	 	Oil Swaps	 	 	51,233	  
	 BA(05/17/12Cal14)
	 	May-14	 	Bank of America	 	$	90.0000	  	 	 	31,000	  	 	Oil Swaps	 	 	67,220	  









 Samson Investment Company 

Mark to Market Information 

6/30/2012 
  


																			
	 Transaction

Confirmation

Received
	 	 Contract
Month
	 	 Transacting Company
	 	Contract
Transaction
Basis	 	 	Monthly
Volume
Sold(Bought)	 	 	 Swap
	 	SIC
6/30/2012
MTM	 
	 MS(05/17/12Cal14)
	 	May-14	 	Morgan Stanley	 	$	90.0000	  	 	 	31,000	  	 	Oil Swaps	 	 	67,220	  
	 BMO(10/13/10Cal14)
	 	May-14	 	Bank of Montreal	 	$	90.2000	  	 	 	31,000	  	 	Oil Swaps	 	 	73,350	  
	 BMO(11/29/11Cal14)
	 	May-14	 	Bank of Montreal	 	$	90.4800	  	 	 	31,000	  	 	Oil Swaps	 	 	81,931	  
	 JP(11/29/11Cal14)
	 	May-14	 	JP Morgan	 	$	90.7000	  	 	 	31,000	  	 	Oil Swaps	 	 	88,674	  
	 JP(11/30/11Cal14)
	 	May-14	 	JP Morgan	 	$	91.0200	  	 	 	31,000	  	 	Oil Swaps	 	 	98,481	  
	 JP(11/30/11Cal14)2
	 	May-14	 	JP Morgan	 	$	91.0500	  	 	 	31,000	  	 	Oil Swaps	 	 	99,400	  
	 BMO(11/30/11Cal14)2
	 	May-14	 	Bank of Montreal	 	$	91.1000	  	 	 	31,000	  	 	Oil Swaps	 	 	100,933	  
	 JP(11/30/11Cal14)3
	 	May-14	 	JP Morgan	 	$	91.2400	  	 	 	31,000	  	 	Oil Swaps	 	 	105,223	  
	 JP(01/12/11Cal14)
	 	May-14	 	JP Morgan	 	$	94.5200	  	 	 	31,000	  	 	Oil Swaps	 	 	205,747	  
	 JP(12/21/11Cal12-16)
	 	May-14	 	JP Morgan	 	$	4.2110	  	 	 	915,200	  	 	Gas Swap	 	 	364,526	  
	 JP(12/13/11Cal12-16)
	 	May-14	 	JP Morgan	 	$	4.2180	  	 	 	915,200	  	 	Gas Swap	 	 	370,858	  
	 BMO(08/05/11Cal14b)2
	 	Jun-14	 	Bank of Montreal	 	$	94.5500	  	 	 	(15,000	) 	 	Oil Swaps	 	 	(101,476	) 
	 JP(08/05/11Cal14b)
	 	Jun-14	 	JP Morgan	 	$	94.5500	  	 	 	(15,000	) 	 	Oil Swaps	 	 	(101,476	) 
	 BMO(08/05/11Cal14b)
	 	Jun-14	 	Bank of Montreal	 	$	94.4000	  	 	 	(15,000	) 	 	Oil Swaps	 	 	(99,250	) 
	 JP(12/20/11Cal14bSCNovate)
	 	Jun-14	 	JP Morgan	 	$	93.3000	  	 	 	(15,000	) 	 	Oil Swaps	 	 	(82,931	) 
	 BA(02/15/12Mar12-Cal17)
	 	Jun-14	 	Bank of America	 	$	3.9000	  	 	 	300,000	  	 	Gas Swap	 	 	20,466	  
	 Citi(02/16/12Mar12-Cal17)
	 	Jun-14	 	Citi	 	$	3.9250	  	 	 	300,000	  	 	Gas Swap	 	 	27,881	  
	 GS(02/16/12Mar12-Cal17)
	 	Jun-14	 	Goldman Sachs	 	$	3.9300	  	 	 	300,000	  	 	Gas Swap	 	 	29,364	  
	 BA(02/16/12Mar12-Cal17)
	 	Jun-14	 	Bank of America	 	$	3.9350	  	 	 	300,000	  	 	Gas Swap	 	 	30,847	  
	 JP(12/20/11Cal14SCNovate)
	 	Jun-14	 	JP Morgan	 	$	90.1500	  	 	 	15,000	  	 	Oil Swaps	 	 	36,199	  
	 JP(10/05/10Cal14)
	 	Jun-14	 	JP Morgan	 	$	90.2500	  	 	 	15,000	  	 	Oil Swaps	 	 	37,683	  
	 JP(10/06/10Cal14)
	 	Jun-14	 	JP Morgan	 	$	90.3500	  	 	 	15,000	  	 	Oil Swaps	 	 	39,166	  
	 JP(11/04/10Cal14)
	 	Jun-14	 	JP Morgan	 	$	90.7000	  	 	 	15,000	  	 	Oil Swaps	 	 	44,359	  
	 JP(11/04/10Cal14)2
	 	Jun-14	 	JP Morgan	 	$	90.8000	  	 	 	15,000	  	 	Oil Swaps	 	 	45,842	  
	 BMO(11/30/11Cal14)
	 	Jun-14	 	Bank of Montreal	 	$	91.0000	  	 	 	15,000	  	 	Oil Swaps	 	 	48,809	  
	 JP(11/04/10Cal14)3
	 	Jun-14	 	JP Morgan	 	$	91.0100	  	 	 	15,000	  	 	Oil Swaps	 	 	48,958	  
	 WF(11/30/11Cal14)
	 	Jun-14	 	Wells Fargo	 	$	91.0500	  	 	 	15,000	  	 	Oil Swaps	 	 	49,551	  
	 WF(11/30/11Cal14)2
	 	Jun-14	 	Wells Fargo	 	$	91.1500	  	 	 	15,000	  	 	Oil Swaps	 	 	51,035	  
	 BA(05/17/12Cal14)
	 	Jun-14	 	Bank of America	 	$	90.0000	  	 	 	30,000	  	 	Oil Swaps	 	 	67,947	  
	 MS(05/17/12Cal14 )
	 	Jun-14	 	Morgan Stanley	 	$	90.0000	  	 	 	30,000	  	 	Oil Swaps	 	 	67,947	  
	 BMO(10/13/10Cal14)
	 	Jun-14	 	Bank of Montreal	 	$	90.2000	  	 	 	30,000	  	 	Oil Swaps	 	 	73,881	  
	 BMO(11/29/11Cal14)
	 	Jun-14	 	Bank of Montreal	 	$	90.4800	  	 	 	30,000	  	 	Oil Swaps	 	 	82,189	  
	 JP(11/29/11Cal14)
	 	Jun-14	 	JP Morgan	 	$	90.7000	  	 	 	30,000	  	 	Oil Swaps	 	 	88,717	  
	 JP(11/30/11Cal14)
	 	Jun-14	 	JP Morgan	 	$	91.0200	  	 	 	30,000	  	 	Oil Swaps	 	 	98,212	  
	 JP(11/30/11Cal14)2
	 	Jun-14	 	JP Morgan	 	$	91.0500	  	 	 	30,000	  	 	Oil Swaps	 	 	99,102	  
	 BMO(11/30/11Cal14)2
	 	Jun-14	 	Bank of Montreal	 	$	91.1000	  	 	 	30,000	  	 	Oil Swaps	 	 	100,586	  
	 JP(11/30/11Cal14)3
	 	Jun-14	 	JP Morgan	 	$	91.2400	  	 	 	30,000	  	 	Oil Swaps	 	 	104,740	  
	 JP(01/12/11Cal14)
	 	Jun-14	 	JP Morgan	 	$	94.5200	  	 	 	30,000	  	 	Oil Swaps	 	 	202,061	  
	 JP(12/21/11Cal12-16)
	 	Jun-14	 	JP Morgan	 	$	4.2110	  	 	 	904,900	  	 	Gas Swap	 	 	339,969	  
	 JP(12/13/11Cal12-16)
	 	Jun-14	 	JP Morgan	 	$	4.2180	  	 	 	904,900	  	 	Gas Swap	 	 	346,232	  
	 BMO(08/05/11Cal14b)2
	 	Jul-14	 	Bank of Montreal	 	$	94.5500	  	 	 	(15,500	) 	 	Oil Swaps	 	 	(106,123	) 
	 JP(08/05/11Cal14b)
	 	Jul-14	 	JP Morgan	 	$	94.5500	  	 	 	(15,500	) 	 	Oil Swaps	 	 	(106,123	) 
	 BMO(08/05/11Cal14b)
	 	Jul-14	 	Bank of Montreal	 	$	94.4000	  	 	 	(15,500	) 	 	Oil Swaps	 	 	(103,825	) 
	 JP(12/20/11Cal14bSCNovate)
	 	Jul-14	 	JP Morgan	 	$	93.3000	  	 	 	(15,500	) 	 	Oil Swaps	 	 	(86,972	) 
	 BA(02/15/12Mar12-Cal17)
	 	Jul-14	 	Bank of America	 	$	3.9000	  	 	 	310,000	  	 	Gas Swap	 	 	8,279	  
	 Citi(02/16/12Mar12-Cal17)
	 	Jul-14	 	Citi	 	$	3.9250	  	 	 	310,000	  	 	Gas Swap	 	 	15,944	  
	 GS(02/16/12Mar12-Cal17)
	 	Jul-14	 	Goldman Sachs	 	$	3.9300	  	 	 	310,000	  	 	Gas Swap	 	 	17,477	  
	 BA(02/16/12Mar12-Cal17)
	 	Jul-14	 	Bank of America	 	$	3.9350	  	 	 	310,000	  	 	Gas Swap	 	 	19,011	  
	 JP(12/20/11Cal14SCNovate)
	 	Jul-14	 	JP Morgan	 	$	90.1500	  	 	 	15,500	  	 	Oil Swaps	 	 	38,711	  
	 JP(10/05/10Cal14)
	 	Jul-14	 	JP Morgan	 	$	90.2500	  	 	 	15,500	  	 	Oil Swaps	 	 	40,243	  
	 JP(10/06/10Cal14)
	 	Jul-14	 	JP Morgan	 	$	90.3500	  	 	 	15,500	  	 	Oil Swaps	 	 	41,775	  
	 JP(11/04/10Cal14)
	 	Jul-14	 	JP Morgan	 	$	90.7000	  	 	 	15,500	  	 	Oil Swaps	 	 	47,138	  
	 JP(11/04/10Cal14)2
	 	Jul-14	 	JP Morgan	 	$	90.8000	  	 	 	15,500	  	 	Oil Swaps	 	 	48,670	  
	 BMO(11/30/11Cal14)
	 	Jul-14	 	Bank of Montreal	 	$	91.0000	  	 	 	15,500	  	 	Oil Swaps	 	 	51,734	  
	 JP(11/04/10Cal14)3
	 	Jul-14	 	JP Morgan	 	$	91.0100	  	 	 	15,500	  	 	Oil Swaps	 	 	51,887	  
	 WF(11/30/11Cal14)
	 	Jul-14	 	Wells Fargo	 	$	91.0500	  	 	 	15,500	  	 	Oil Swaps	 	 	52,500	  
	 WF(11/30/11Cal14)2
	 	Jul-14	 	Wells Fargo	 	$	91.1500	  	 	 	15,500	  	 	Oil Swaps	 	 	54,032	  
	 BA(05/17/12Cal14)
	 	Jul-14	 	Bank of America	 	$	90.0000	  	 	 	31,000	  	 	Oil Swaps	 	 	72,826	  
	 MS(05/17/12Cal14)
	 	Jul-14	 	Morgan Stanley	 	$	90.0000	  	 	 	31,000	  	 	Oil Swaps	 	 	72,826	  
	 BMO(10/13/10Cal14)
	 	Jul-14	 	Bank of Montreal	 	$	90.2000	  	 	 	31,000	  	 	Oil Swaps	 	 	78,954	  
	 BMO(11/29/11Cal14)
	 	Jul-14	 	Bank of Montreal	 	$	90.4800	  	 	 	31,000	  	 	Oil Swaps	 	 	87,534	  
	 JP(11/29/11Cal14)
	 	Jul-14	 	JP Morgan	 	$	90.7000	  	 	 	31,000	  	 	Oil Swaps	 	 	94,275	  
	 JP(11/30/11Cal14)
	 	Jul-14	 	JP Morgan	 	$	91.0200	  	 	 	31,000	  	 	Oil Swaps	 	 	104,081	  
	 JP(11/30/11Cal14)2
	 	Jul-14	 	JP Morgan	 	$	91.0500	  	 	 	31,000	  	 	Oil Swaps	 	 	105,000	  









 Samson Investment Company 

Mark to Market Information 

6/30/2012 
  


																			
	 Transaction

Confirmation

Received
	 	 Contract
Month
	 	 Transacting Company
	 	Contract
Transaction
Basis	 	 	Monthly
Volume
Sold(Bought)	 	 	 Swap
	 	SIC
6/30/2012
MTM	 
	 BMO(11/30/11Cal14)2
	 	Jul-14	 	Bank of Montreal	 	$	91.1000	  	 	 	31,000	  	 	Oil Swaps	 	 	106,532	  
	 JP(11/30/11Cal14)3
	 	Jul-14	 	JP Morgan	 	$	91.2400	  	 	 	31,000	  	 	Oil Swaps	 	 	110,822	  
	 JP(01/12/11Cal14)
	 	Jul-14	 	JP Morgan	 	$	94.5200	  	 	 	31,000	  	 	Oil Swaps	 	 	211,328	  
	 JP(12/21/11Cal12-16)
	 	Jul-14	 	JP Morgan	 	$	4.2110	  	 	 	894,800	  	 	Gas Swap	 	 	299,146	  
	 JP(12/13/11Cal12-16)
	 	Jul-14	 	JP Morgan	 	$	4.2180	  	 	 	894,800	  	 	Gas Swap	 	 	305,342	  
	 BMO(08/05/11Cal14b)2
	 	Aug-14	 	Bank of Montreal	 	$	94.5500	  	 	 	(15,500	) 	 	Oil Swaps	 	 	(107,182	) 
	 JP(08/05/11Cal14b)
	 	Aug-14	 	JP Morgan	 	$	94.5500	  	 	 	(15,500	) 	 	Oil Swaps	 	 	(107,182	) 
	 BMO(08/05/11Cal14b)
	 	Aug-14	 	Bank of Montreal	 	$	94.4000	  	 	 	(15,500	) 	 	Oil Swaps	 	 	(104,885	) 
	 JP(12/20/11Cal14bSCNovate)
	 	Aug-14	 	JP Morgan	 	$	93.3000	  	 	 	(15,500	) 	 	Oil Swaps	 	 	(88,042	) 
	 BA(02/15/12Mar12-Cal17)
	 	Aug-14	 	Bank of America	 	$	3.9000	  	 	 	310,000	  	 	Gas Swap	 	 	2,451	  
	 Citi(02/16/12Mar12-Cal17)
	 	Aug-14	 	Citi	 	$	3.9250	  	 	 	310,000	  	 	Gas Swap	 	 	10,112	  
	 GS(02/16/12Mar12-Cal17)
	 	Aug-14	 	Goldman Sachs	 	$	3.9300	  	 	 	310,000	  	 	Gas Swap	 	 	11,644	  
	 BA(02/16/12Mar12-Cal17)
	 	Aug-14	 	Bank of America	 	$	3.9350	  	 	 	310,000	  	 	Gas Swap	 	 	13,176	  
	 JP(12/20/11Cal14SCNovate)
	 	Aug-14	 	JP Morgan	 	$	90.1500	  	 	 	15,500	  	 	Oil Swaps	 	 	39,810	  
	 JP(10/05/l0Cal14)
	 	Aug-14	 	JP Morgan	 	$	90.2500	  	 	 	15,500	  	 	Oil Swaps	 	 	41,341	  
	 JP(10/06/10Cal14)
	 	Aug-14	 	JP Morgan	 	$	90.3500	  	 	 	15,500	  	 	Oil Swaps	 	 	42,873	  
	 JP(11/04/10Cal14)
	 	Aug-14	 	JP Morgan	 	$	90.7000	  	 	 	15,500	  	 	Oil Swaps	 	 	48,232	  
	 JP(11/04/10Cal14)2
	 	Aug-14	 	JP Morgan	 	$	90.8000	  	 	 	15,500	  	 	Oil Swaps	 	 	49,763	  
	 BMO(11/30/11Cal14)
	 	Aug-14	 	Bank of Montreal	 	$	91.0000	  	 	 	15,500	  	 	Oil Swaps	 	 	52,825	  
	 JP(11/04/10Cal14)3
	 	Aug-14	 	JP Morgan	 	$	91.0100	  	 	 	15,500	  	 	Oil Swaps	 	 	52,978	  
	 WF(11/30/11Cal14)
	 	Aug-14	 	Wells Fargo	 	$	91.0500	  	 	 	15,500	  	 	Oil Swaps	 	 	53,591	  
	 WF(11/30/11Cal14)2
	 	Aug-14	 	Wells Fargo	 	$	91.1500	  	 	 	15,500	  	 	Oil Swaps	 	 	55,122	  
	 BA(05/17/12Cal14)
	 	Aug-14	 	Bank of America	 	$	90.0000	  	 	 	31,000	  	 	Oil Swaps	 	 	75,027	  
	 MS(05/17/12Cal14)
	 	Aug-14	 	Morgan Stanley	 	$	90.0000	  	 	 	31,000	  	 	Oil Swaps	 	 	75,027	  
	 BMO(10/13/10Cal14)
	 	Aug-14	 	Bank of Montreal	 	$	90.2000	  	 	 	31,000	  	 	Oil Swaps	 	 	81,152	  
	 BMO(11/29/11Cal14)
	 	Aug-14	 	Bank of Montreal	 	$	90.4800	  	 	 	31,000	  	 	Oil Swaps	 	 	89,726	  
	 JP(11/29/11Cal14)
	 	Aug-14	 	JP Morgan	 	$	90.7000	  	 	 	31,000	  	 	Oil Swaps	 	 	96,463	  
	 JP(11/30/11Cal14)
	 	Aug-14	 	JP Morgan	 	$	91.0200	  	 	 	31,000	  	 	Oil Swaps	 	 	106,263	  
	 JP(11/30/11Cal14)2
	 	Aug-14	 	JP Morgan	 	$	91.0500	  	 	 	31,000	  	 	Oil Swaps	 	 	107,182	  
	 BMO(11/30/11Cal14)2
	 	Aug-14	 	Bank of Montreal	 	$	91.1000	  	 	 	31,000	  	 	Oil Swaps	 	 	108,713	  
	 JP(11/30/11Cal14)3
	 	Aug-14	 	JP Morgan	 	$	91.2400	  	 	 	31,000	  	 	Oil Swaps	 	 	113,000	  
	 JP(01/12/11Cal14)
	 	Aug-14	 	JP Morgan	 	$	94.5200	  	 	 	31,000	  	 	Oil Swaps	 	 	213,444	  
	 JP(12/21/11Cal12-16)
	 	Aug-14	 	JP Morgan	 	$	4.2110	  	 	 	884,700	  	 	Gas Swap	 	 	278,968	  
	 JP(12/13/11Cal12-16)
	 	Aug-14	 	JP Morgan	 	$	4.2180	  	 	 	884,700	  	 	Gas Swap	 	 	285,090	  
	 BMO(08/05/11Cal14b)2
	 	Sep-14	 	Bank of Montreal	 	$	94.5500	  	 	 	(15,000	) 	 	Oil Swaps	 	 	(104,352	) 
	 JP(08/05/11Cal14b)
	 	Sep-14	 	JP Morgan	 	$	94.5500	  	 	 	(15,000	) 	 	Oil Swaps	 	 	(104,352	) 
	 BMO(08/05/11Cal14b)
	 	Sep-14	 	Bank of Montreal	 	$	94.4000	  	 	 	(15,000	) 	 	Oil Swaps	 	 	(102,131	) 
	 JP(12/20/11Cal14bSCNovate)
	 	Sep-14	 	JP Morgan	 	$	93.3000	  	 	 	(15,000	) 	 	Oil Swaps	 	 	(85,841	) 
	 BA(02/15/12Mar12-Cal17)
	 	Sep-14	 	Bank of America	 	$	3.9000	  	 	 	300,000	  	 	Gas Swap	 	 	1,482	  
	 Citi(02/16/12Mar12-Cal17)
	 	Sep-14	 	Citi	 	$	3.9250	  	 	 	300,000	  	 	Gas Swap	 	 	8,891	  
	 GS(02/16/12Mar12-Cal17)
	 	Sep-14	 	Goldman Sachs	 	$	3.9300	  	 	 	300,000	  	 	Gas Swap	 	 	10,373	  
	 BA(02/16/12Mar12-Cal17)
	 	Sep-14	 	Bank of America	 	$	3.9350	  	 	 	300,000	  	 	Gas Swap	 	 	11,855	  
	 JP(12/20/11Cal14SCNovate)
	 	Sep-14	 	JP Morgan	 	$	90.1500	  	 	 	15,000	  	 	Oil Swaps	 	 	39,194	  
	 JP(10/05/10Cal14)
	 	Sep-14	 	JP Morgan	 	$	90.2500	  	 	 	15,000	  	 	Oil Swaps	 	 	40,675	  
	 JP(10/06/10Cal14)
	 	Sep-14	 	JP Morgan	 	$	90.3500	  	 	 	15,000	  	 	Oil Swaps	 	 	42,156	  
	 JP(11/04/10Cal14)
	 	Sep-14	 	JP Morgan	 	$	90.7000	  	 	 	15,000	  	 	Oil Swaps	 	 	47,339	  
	 JP(11/04/10Cal14)2
	 	Sep-14	 	JP Morgan	 	$	90.8000	  	 	 	15,000	  	 	Oil Swaps	 	 	48,820	  
	 BMO(11/30/11Cal14)
	 	Sep-14	 	Bank of Montreal	 	$	91.0000	  	 	 	15,000	  	 	Oil Swaps	 	 	51,781	  
	 JP(11/04/10Cal14)3
	 	Sep-14	 	JP Morgan	 	$	91.0100	  	 	 	15,000	  	 	Oil Swaps	 	 	51,929	  
	 WF(11/30/11Cal14)
	 	Sep-14	 	Wells Fargo	 	$	91.0500	  	 	 	15,000	  	 	Oil Swaps	 	 	52,522	  
	 WF(11/30/11Cal14)2
	 	Sep-14	 	Wells Fargo	 	$	91.1500	  	 	 	15,000	  	 	Oil Swaps	 	 	54,003	  
	 BA(05/17/12Cal14)
	 	Sep-14	 	Bank of America	 	$	90.0000	  	 	 	30,000	  	 	Oil Swaps	 	 	73,945	  
	 MS(05/17/12Cal14)
	 	Sep-14	 	Morgan Stanley	 	$	90.0000	  	 	 	30,000	  	 	Oil Swaps	 	 	73,945	  
	 BMO(10/13/10Cal14)
	 	Sep-14	 	Bank of Montreal	 	$	90.2000	  	 	 	30,000	  	 	Oil Swaps	 	 	79,869	  
	 BMO(11/29/11Cal14)
	 	Sep-14	 	Bank of Montreal	 	$	90.4800	  	 	 	30,000	  	 	Oil Swaps	 	 	88,161	  
	 JP(11/29/11Cal14)
	 	Sep-14	 	JP Morgan	 	$	90.7000	  	 	 	30,000	  	 	Oil Swaps	 	 	94,677	  
	 JP(11/30/11Cal14)
	 	Sep-14	 	JP Morgan	 	$	91.0200	  	 	 	30,000	  	 	Oil Swaps	 	 	104,155	  
	 JP(11/30/11Cal14)2
	 	Sep-14	 	JP Morgan	 	$	91.0500	  	 	 	30,000	  	 	Oil Swaps	 	 	105,043	  
	 BMO(11/30/11Cal14)2
	 	Sep-14	 	Bank of Montreal	 	$	91.1000	  	 	 	30,000	  	 	Oil Swaps	 	 	106,524	  
	 JP(11/30/11Cal14)3
	 	Sep-14	 	JP Morgan	 	$	91.2400	  	 	 	30,000	  	 	Oil Swaps	 	 	110,671	  
	 JP(01/12/11Cal14)
	 	Sep-14	 	JP Morgan	 	$	94.5200	  	 	 	30,000	  	 	Oil Swaps	 	 	207,816	  
	 JP(12/21/11Cal12-16)
	 	Sep-14	 	JP Morgan	 	$	4.2110	  	 	 	875,100	  	 	Gas Swap	 	 	273,188	  
	 JP(12/13/11Cal12-16)
	 	Sep-14	 	JP Morgan	 	$	4.2180	  	 	 	875,100	  	 	Gas Swap	 	 	279,240	  
	 BMO(08/05/11Cal14b)2
	 	Oct-14	 	Bank of Montreal	 	$	94.5500	  	 	 	(15,500	) 	 	Oil Swaps	 	 	(108,018	) 









 Samson Investment Company 

Mark to Market Information 

6/30/2012 
  


																			
	 Transaction

Confirmation

Received
	 	 Contract
Month
	 	 Transacting Company
	 	Contract
Transaction
Basis	 	 	Monthly
Volume
Sold(Bought)	 	 	 Swap
	 	SIC
6/30/2012
MTM	 
	 JP(08/05/11Cal14b)
	 	Oct-14	 	JP Morgan	 	$	94.5500	  	 	 	(15,500	) 	 	Oil Swaps	 	 	(108,018	) 
	 BMO(08/05/11Cal14b)
	 	Oct-14	 	Bank of Montreal	 	$	94.4000	  	 	 	(15,500	) 	 	Oil Swaps	 	 	(105,724	) 
	 JP(12/20/11Cal14bSCNovate)
	 	Oct-14	 	JP Morgan	 	$	93.3000	  	 	 	(15,500	) 	 	Oil Swaps	 	 	(88,902	) 
	 BA(02/15/12Mar12-Cal17)
	 	Oct-14	 	Bank of America	 	$	3.9000	  	 	 	310,000	  	 	Gas Swap	 	 	(10,100	) 
	 Citi(02/16/12Mar12-Cal17)
	 	Oct-14	 	Citi	 	$	3.9250	  	 	 	310,000	  	 	Gas Swap	 	 	(2,449	) 
	 GS(02/16/12Mar12-Cal17)
	 	Oct-14	 	Goldman Sachs	 	$	3.9300	  	 	 	310,000	  	 	Gas Swap	 	 	(918	) 
	 BA(02/16/12Mar12-Cal17)
	 	Oct-14	 	Bank of America	 	$	3.9350	  	 	 	310,000	  	 	Gas Swap	 	 	612	  
	 JP(12/20/11Cal14SCNovate)
	 	Oct-14	 	JP Morgan	 	$	90.1500	  	 	 	15,500	  	 	Oil Swaps	 	 	40,730	  
	 JP(10/05/10Cal14)
	 	Oct-14	 	JP Morgan	 	$	90.2500	  	 	 	15,500	  	 	Oil Swaps	 	 	42,259	  
	 JP(10/06/10Cal14)
	 	Oct-14	 	JP Morgan	 	$	90.3500	  	 	 	15,500	  	 	Oil Swaps	 	 	43,788	  
	 JP(11/04/10Cal14)
	 	Oct-14	 	JP Morgan	 	$	90.7000	  	 	 	15,500	  	 	Oil Swaps	 	 	49,141	  
	 JP(11/04/10Cal14)2
	 	Oct-14	 	JP Morgan	 	$	90.8000	  	 	 	15,500	  	 	Oil Swaps	 	 	50,670	  
	 BMO(11/30/11Cal14)
	 	Oct-14	 	Bank of Montreal	 	$	91.0000	  	 	 	15,500	  	 	Oil Swaps	 	 	53,728	  
	 JP(11/04/10Cal14)3
	 	Oct-14	 	JP Morgan	 	$	91.0100	  	 	 	15,500	  	 	Oil Swaps	 	 	53,881	  
	 WF(11/30/11Cal14)
	 	Oct-14	 	Wells Fargo	 	$	91.0500	  	 	 	15,500	  	 	Oil Swaps	 	 	54,493	  
	 WF(11/30/11Cal14)2
	 	Oct-14	 	Wells Fargo	 	$	91.1500	  	 	 	15,500	  	 	Oil Swaps	 	 	56,022	  
	 BA(05/17/12Cal14)
	 	Oct-14	 	Bank of America	 	$	90.0000	  	 	 	31,000	  	 	Oil Swaps	 	 	76,871	  
	 MS(05/17/12Cal14)
	 	Oct-14	 	Morgan Stanley	 	$	90.0000	  	 	 	31,000	  	 	Oil Swaps	 	 	76,871	  
	 BMO(10/13/10Cal14)
	 	Oct-14	 	Bank of Montreal	 	$	90.2000	  	 	 	31,000	  	 	Oil Swaps	 	 	82,988	  
	 BMO(11/29/11Cal14)
	 	Oct-14	 	Bank of Montreal	 	$	90.4800	  	 	 	31,000	  	 	Oil Swaps	 	 	91,552	  
	 JP(11/29/11Cal14)
	 	Oct-14	 	JP Morgan	 	$	90.7000	  	 	 	31,000	  	 	Oil Swaps	 	 	98,281	  
	 JP(11/30/11Cal14)
	 	Oct-14	 	JP Morgan	 	$	91.0200	  	 	 	31,000	  	 	Oil Swaps	 	 	108,069	  
	 JP(11/30/11Cal14)2
	 	Oct-14	 	JP Morgan	 	$	91.0500	  	 	 	31,000	  	 	Oil Swaps	 	 	108,986	  
	 BMO(11/30/11Cal14)2
	 	Oct-14	 	Bank of Montreal	 	$	91.1000	  	 	 	31,000	  	 	Oil Swaps	 	 	110,515	  
	 JP(11/30/11Cal14)3
	 	Oct-14	 	JP Morgan	 	$	91.2400	  	 	 	31,000	  	 	Oil Swaps	 	 	114,797	  
	 JP(01/12/11Cal14)
	 	Oct-14	 	JP Morgan	 	$	94.5200	  	 	 	31,000	  	 	Oil Swaps	 	 	215,118	  
	 JP(12/21/11Cal12-16)
	 	Oct-14	 	JP Morgan	 	$	4.2110	  	 	 	865,600	  	 	Gas Swap	 	 	237,583	  
	 JP(12/13/11Cal12-16)
	 	Oct-14	 	JP Morgan	 	$	4.2180	  	 	 	865,600	  	 	Gas Swap	 	 	243,566	  
	 BMO(08/05/11Cal14b)2
	 	Nov-14	 	Bank of Montreal	 	$	94.5500	  	 	 	(15,000	) 	 	Oil Swaps	 	 	(105,256	) 
	 JP(08/05/11Cal14b)
	 	Nov-14	 	JP Morgan	 	$	94.5500	  	 	 	(15,000	) 	 	Oil Swaps	 	 	(105,256	) 
	 BMO(08/05/11Cal14b)
	 	Nov-14	 	Bank of Montreal	 	$	94.4000	  	 	 	(15,000	) 	 	Oil Swaps	 	 	(103,038	) 
	 JP(12/20/11Cal14bSCNovate)
	 	Nov-14	 	JP Morgan	 	$	93.3000	  	 	 	(15,000	) 	 	Oil Swaps	 	 	(86,769	) 
	 BA(02/15/12Mar12-Cal17)
	 	Nov-14	 	Bank of America	 	$	3.9000	  	 	 	300,000	  	 	Gas Swap	 	 	(37,000	) 
	 Citi(02/16/12Mar12-Cal17)
	 	Nov-14	 	Citi	 	$	3.9250	  	 	 	300,000	  	 	Gas Swap	 	 	(29,600	) 
	 GS(02/16/12Mar12-Cal17)
	 	Nov-14	 	Goldman Sachs	 	$	3.9300	  	 	 	300,000	  	 	Gas Swap	 	 	(28,120	) 
	 BA(02/16/12Mar12-Cal17)
	 	Nov-14	 	Bank of America	 	$	3.9350	  	 	 	300,000	  	 	Gas Swap	 	 	(26,640	) 
	 JP(12/20/11Cal14SCNovate)
	 	Nov-14	 	JP Morgan	 	$	90.1500	  	 	 	15,000	  	 	Oil Swaps	 	 	40,180	  
	 JP(10/05/10Cal14)
	 	Nov-14	 	JP Morgan	 	$	90.2500	  	 	 	15,000	  	 	Oil Swaps	 	 	41,659	  
	 JP(10/06/10Cal14)
	 	Nov-14	 	JP Morgan	 	$	90.3500	  	 	 	15,000	  	 	Oil Swaps	 	 	43,138	  
	 JP(11/04/10Cal14)
	 	Nov-14	 	JP Morgan	 	$	90.7000	  	 	 	15,000	  	 	Oil Swaps	 	 	48,314	  
	 JP(11/04110Cal14)2
	 	Nov-14	 	JP Morgan	 	$	90.8000	  	 	 	15,000	  	 	Oil Swaps	 	 	49,793	  
	 BMO(11/30/11Cal14)
	 	Nov-14	 	Bank of Montreal	 	$	91.0000	  	 	 	15,000	  	 	Oil Swaps	 	 	52,751	  
	 JP(11/04/10Cal14)3
	 	Nov-14	 	JP Morgan	 	$	91.0100	  	 	 	15,000	  	 	Oil Swaps	 	 	52,899	  
	 WF(11/30/11Cal14)
	 	Nov-14	 	Wells Fargo	 	$	91.0500	  	 	 	15,000	  	 	Oil Swaps	 	 	53,491	  
	 WF(11/30/11Cal14)2
	 	Nov-14	 	Wells Fargo	 	$	91.1500	  	 	 	15,000	  	 	Oil Swaps	 	 	54,970	  
	 BA(05/17/12Cal14)
	 	Nov-14	 	Bank of America	 	$	90.0000	  	 	 	30,000	  	 	Oil Swaps	 	 	75,923	  
	 MS(05/17/12Cal14)
	 	Nov-14	 	Morgan Stanley	 	$	90.0000	  	 	 	30,000	  	 	Oil Swaps	 	 	75,923	  
	 BMO(10/13/10Cal14)
	 	Nov-14	 	Bank of Montreal	 	$	90.2000	  	 	 	30,000	  	 	Oil Swaps	 	 	81,839	  
	 BMO(11/29/11Cal14)
	 	Nov-14	 	Bank of Montreal	 	$	90.4800	  	 	 	30,000	  	 	Oil Swaps	 	 	90,121	  
	 JP(11/29/11Cal14)
	 	Nov-14	 	JP Morgan	 	$	90.7000	  	 	 	30,000	  	 	Oil Swaps	 	 	96,629	  
	 JP(11/30/11Cal14)
	 	Nov-14	 	JP Morgan	 	$	91.0200	  	 	 	30,000	  	 	Oil Swaps	 	 	106,095	  
	 JP(11/30/11Cal14)2
	 	Nov-14	 	JP Morgan	 	$	91.0500	  	 	 	30,000	  	 	Oil Swaps	 	 	106,982	  
	 BMO(11/30/11Cal14)2
	 	Nov-14	 	Bank of Montreal	 	$	91.1000	  	 	 	30,000	  	 	Oil Swaps	 	 	108,461	  
	 JP(11/30/11Cal14)3
	 	Nov-14	 	JP Morgan	 	$	91.2400	  	 	 	30,000	  	 	Oil Swaps	 	 	112,602	  
	 JP(12/21/11Cal12-16)
	 	Nov-14	 	JP Morgan	 	$	4.2110	  	 	 	856,500	  	 	Gas Swap	 	 	157,183	  
	 JP(12/13/11Cal12-16)
	 	Nov-14	 	JP Morgan	 	$	4.2180	  	 	 	856,500	  	 	Gas Swap	 	 	163,099	  
	 JP(01/12/11Cal14)
	 	Nov-14	 	JP Morgan	 	$	94.5200	  	 	 	30,000	  	 	Oil Swaps	 	 	209,625	  
	 BMO(08/05/11Cal14b)2
	 	Dec-14	 	Bank of Montreal	 	$	94.5500	  	 	 	(15,500	) 	 	Oil Swaps	 	 	(110,679	) 
	 JP(08/05/11Cal14b)
	 	Dec-14	 	JP Morgan	 	$	94.5500	  	 	 	(15,500	) 	 	Oil Swaps	 	 	(110,679	) 
	 BMO(08/05/11Cal14b)
	 	Dec-14	 	Bank of Montreal	 	$	94.4000	  	 	 	(15,500	) 	 	Oil Swaps	 	 	(108,388	) 
	 BA(02/15/12Mar12-Cal17)
	 	Dec-14	 	Bank of America	 	$	3.9000	  	 	 	310,000	  	 	Gas Swap	 	 	(96,291	) 
	 JP(12/20/11Cal14bSCNovate)
	 	Dec-14	 	JP Morgan	 	$	93.3000	  	 	 	(15,500	) 	 	Oil Swaps	 	 	(91,588	) 
	 Citi(02/16/12Mar12-Cal17)
	 	Dec-14	 	Citi	 	$	3.9250	  	 	 	310,000	  	 	Gas Swap	 	 	(88,649	) 
	 GS(02/16/12Mar12-Cal17)
	 	Dec-14	 	Goldman Sachs	 	$	3.9300	  	 	 	310,000	  	 	Gas Swap	 	 	(87,121	) 









 Samson Investment Company 

Mark to Market Information 

6/30/2012 
  


																			
	 Transaction

Confirmation

Received
	 	 Contract
Month
	 	 Transacting Company
	 	Contract
Transaction
Basis	 	 	Monthly
Volume
Sold(Bought)	 	 	 Swap
	 	SIC
6/30/2012
MTM	 
	 BA(02/16/12Mar12-Cal17)
	 	Dec-14	 	Bank of America	 	$	3.9350	  	 	 	310,000	  	 	Gas Swap	 	 	(85,592	) 
	 JP(12/21/11Cal12-16)
	 	Dec-14	 	JP Morgan	 	$	4.2110	  	 	 	847,600	  	 	Gas Swap	 	 	(3,343	) 
	 JP(12/13/11Cal12-16)
	 	Dec-14	 	JP Morgan	 	$	4.2180	  	 	 	847,600	  	 	Gas Swap	 	 	2,507	  
	 JP(12/20/11Cal14SCNovate)
	 	Dec-14	 	JP Morgan	 	$	90.1500	  	 	 	15,500	  	 	Oil Swaps	 	 	43,478	  
	 JP(10/05/10Cal14)
	 	Dec-14	 	JP Morgan	 	$	90.2500	  	 	 	15,500	  	 	Oil Swaps	 	 	45,005	  
	 JP(10/06/10Cal14)
	 	Dec-14	 	JP Morgan	 	$	90.3500	  	 	 	15,500	  	 	Oil Swaps	 	 	46,532	  
	 JP(11/04/10Cal14)
	 	Dec-14	 	JP Morgan	 	$	90.7000	  	 	 	15,500	  	 	Oil Swaps	 	 	51,878	  
	 JP(11/04/10Cal14)2
	 	Dec-14	 	JP Morgan	 	$	90.8000	  	 	 	15,500	  	 	Oil Swaps	 	 	53,405	  
	 BMO(11/30/11Cal14)
	 	Dec-14	 	Bank of Montreal	 	$	91.0000	  	 	 	15,500	  	 	Oil Swaps	 	 	56,460	  
	 JP(11/04/10Cal14)3
	 	Dec-14	 	JP Morgan	 	$	91.0100	  	 	 	15,500	  	 	Oil Swaps	 	 	56,612	  
	 WF(11/30/11Cal14)
	 	Dec-14	 	Wells Fargo	 	$	91.0500	  	 	 	15,500	  	 	Oil Swaps	 	 	57,223	  
	 WF(11/30/11Cal14)2
	 	Dec-14	 	Wells Fargo	 	$	91.1500	  	 	 	15,500	  	 	Oil Swaps	 	 	58,751	  
	 BA(05/17/12Cal14)
	 	Dec-14	 	Bank of America	 	$	90.0000	  	 	 	31,000	  	 	Oil Swaps	 	 	82,373	  
	 MS(05/17/12Cal14)
	 	Dec-14	 	Morgan Stanley	 	$	90.0000	  	 	 	31,000	  	 	Oil Swaps	 	 	82,373	  
	 BMO(10/13/10Cal14)
	 	Dec-14	 	Bank of Montreal	 	$	90.2000	  	 	 	31,000	  	 	Oil Swaps	 	 	88,482	  
	 BMO(11/29/11Cal14)
	 	Dec-14	 	Bank of Montreal	 	$	90.4800	  	 	 	31,000	  	 	Oil Swaps	 	 	97,035	  
	 JP(11/29/11Cal14)
	 	Dec-14	 	JP Morgan	 	$	90.7000	  	 	 	31,000	  	 	Oil Swaps	 	 	103,756	  
	 JP(11/30/11Cal14)
	 	Dec-14	 	JP Morgan	 	$	91.0200	  	 	 	31,000	  	 	Oil Swaps	 	 	113,530	  
	 JP(11/30/11Cal14)2
	 	Dec-14	 	JP Morgan	 	$	91.0500	  	 	 	31,000	  	 	Oil Swaps	 	 	114,447	  
	 BMO(11/30/11Cal14)2
	 	Dec-14	 	Bank of Montreal	 	$	91.1000	  	 	 	31,000	  	 	Oil Swaps	 	 	115,974	  
	 JP(11/30/11Cal14)3
	 	Dec-14	 	JP Morgan	 	$	91.2400	  	 	 	31,000	  	 	Oil Swaps	 	 	120,251	  
	 JP(01/12/11Cal14)
	 	Dec-14	 	JP Morgan	 	$	94.5200	  	 	 	31,000	  	 	Oil Swaps	 	 	220,442	  
	 BA(02/15/12Mar12-Cal17)
	 	Jan-15	 	Bank of America	 	$	3.9000	  	 	 	310,000	  	 	Gas Swap	 	 	(126,160	) 
	 Citi(02/16/12Mar12-Cal17)
	 	Jan-15	 	Citi	 	$	3.9250	  	 	 	310,000	  	 	Gas Swap	 	 	(118,523	) 
	 GS(02/16112Mar12-Cal17)
	 	Jan-15	 	Goldman Sachs	 	$	3.9300	  	 	 	310,000	  	 	Gas Swap	 	 	(116,996	) 
	 BA(02/16/12Mar12-Cal17)
	 	Jan-15	 	Bank of America	 	$	3.9350	  	 	 	310,000	  	 	Gas Swap	 	 	(115,469	) 
	 BMO(08/05/11Cal15b)
	 	Jan-15	 	Bank of Montreal	 	$	94.6500	  	 	 	(15,500	) 	 	Oil Swaps	 	 	(113,709	) 
	 JP(08/05/11Cal15b)2
	 	Jan-15	 	JP Morgan	 	$	94.6500	  	 	 	(15,500	) 	 	Oil Swaps	 	 	(113,709	) 
	 JP(08/05/11Cal15b)
	 	Jan-15	 	JP Morgan	 	$	94.4000	  	 	 	(15,500	) 	 	Oil Swaps	 	 	(109,893	) 
	 JP(12/21/11Cal12-16)
	 	Jan-15	 	JP Morgan	 	$	4.2110	  	 	 	838,900	  	 	Gas Swap	 	 	(84,318	) 
	 JP(12/13111Cal12-16)
	 	Jan-15	 	JP Morgan	 	$	4.2180	  	 	 	838,900	  	 	Gas Swap	 	 	(78,532	) 
	 JP(11/05/10Cal15)
	 	Jan-15	 	JP Morgan	 	$	91.3000	  	 	 	15,500	  	 	Oil Swaps	 	 	62,578	  
	 JP(11/05/10Cal15)2
	 	Jan-15	 	JP Morgan	 	$	91.3000	  	 	 	15,500	  	 	Oil Swaps	 	 	62,578	  
	 JP(11/08/10Cal15)
	 	Jan-15	 	JP Morgan	 	$	91.3500	  	 	 	15,500	  	 	Oil Swaps	 	 	63,341	  
	 JP(11/08/10Cal15)2
	 	Jan-15	 	JP Morgan	 	$	91.4000	  	 	 	15,500	  	 	Oil Swaps	 	 	64,105	  
	 JP(11/08/10Cal15)3
	 	Jan-15	 	JP Morgan	 	$	91.6000	  	 	 	15,500	  	 	Oil Swaps	 	 	67,157	  
	 JP(11/08/10Cal15)4
	 	Jan-15	 	JP Morgan	 	$	91.7500	  	 	 	15,500	  	 	Oil Swaps	 	 	69,447	  
	 JP(10/13/10Cal15)
	 	Jan-15	 	JP Morgan	 	$	91.1500	  	 	 	31,000	  	 	Oil Swaps	 	 	120,578	  
	 JP(01/12/11Cal15)
	 	Jan-15	 	JP Morgan	 	$	94.5500	  	 	 	31,000	  	 	Oil Swaps	 	 	224,366	  
	 BA(02/15/12Mar12-Cal17)
	 	Feb-15	 	Bank of America	 	$	3.9000	  	 	 	280,000	  	 	Gas Swap	 	 	(104,778	) 
	 BMO(08/05/11Cal15b)
	 	Feb-15	 	Bank of Montreal	 	$	94.6500	  	 	 	(14,000	) 	 	Oil Swaps	 	 	(103,835	) 
	 JP(08/05/11Cal15b)2
	 	Feb-15	 	JP Morgan	 	$	94.6500	  	 	 	(14,000	) 	 	Oil Swaps	 	 	(103,835	) 
	 JP(08/05/11Cal15b)
	 	Feb-15	 	JP Morgan	 	$	94.4000	  	 	 	(14,000	) 	 	Oil Swaps	 	 	(100,390	) 
	 Citi(02/16/12Mar12-Cal17)
	 	Feb-15	 	Citi	 	$	3.9250	  	 	 	280,000	  	 	Gas Swap	 	 	(97,885	) 
	 GS(02/16/12Mar12-Cal17)
	 	Feb-15	 	Goldman Sachs	 	$	3.9300	  	 	 	280,000	  	 	Gas Swap	 	 	(96,506	) 
	 BA(02/16/12Mar12-Cal17)
	 	Feb-15	 	Bank of America	 	$	3.9350	  	 	 	280,000	  	 	Gas Swap	 	 	(95,127	) 
	 JP(12/21/11Cal12-16)
	 	Feb-15	 	JP Morgan	 	$	4.2110	  	 	 	830,300	  	 	Gas Swap	 	 	(56,417	) 
	 JP(12/13/11Cal12-16)
	 	Feb-15	 	JP Morgan	 	$	4.2180	  	 	 	830,300	  	 	Gas Swap	 	 	(50,694	) 
	 JP(11/05/10Cal15)
	 	Feb-15	 	JP Morgan	 	$	91.3000	  	 	 	14,000	  	 	Oil Swaps	 	 	57,681	  
	 JP(11/05/10Cal15)2
	 	Feb-15	 	JP Morgan	 	$	91.3000	  	 	 	14,000	  	 	Oil Swaps	 	 	57,681	  
	 JP(11/08/10Cal15)
	 	Feb-15	 	JP Morgan	 	$	91.3500	  	 	 	14,000	  	 	Oil Swaps	 	 	58,370	  
	 JP(11/08/10Cal15)2
	 	Feb-15	 	JP Morgan	 	$	91.4000	  	 	 	14,000	  	 	Oil Swaps	 	 	59,059	  
	 JP(11/08/10Cal15)3
	 	Feb-15	 	JP Morgan	 	$	91.6000	  	 	 	14,000	  	 	Oil Swaps	 	 	61,814	  
	 JP(11/08/10Cal15)4
	 	Feb-15	 	JP Morgan	 	$	91.7500	  	 	 	14,000	  	 	Oil Swaps	 	 	63,881	  
	 JP(10/13/10Cal15)
	 	Feb-15	 	JP Morgan	 	$	91.1500	  	 	 	28,000	  	 	Oil Swaps	 	 	111,228	  
	 JP(01/12/11Cal15)
	 	Feb-15	 	JP Morgan	 	$	94.5500	  	 	 	28,000	  	 	Oil Swaps	 	 	204,914	  
	 BMO(08/05/11Cal15b)
	 	Mar-15	 	Bank of Montreal	 	$	94.6500	  	 	 	(15,500	) 	 	Oil Swaps	 	 	(116,049	) 
	 JP(08/05/11Cal15b)2
	 	Mar-15	 	JP Morgan	 	$	94.6500	  	 	 	(15,500	) 	 	Oil Swaps	 	 	(116,049	) 
	 JP(08/05/11Cal15b)
	 	Mar-15	 	JP Morgan	 	$	94.4000	  	 	 	(15,500	) 	 	Oil Swaps	 	 	(112,239	) 
	 BA(02/15/12Mar12-Cal17)
	 	Mar-15	 	Bank of America	 	$	3.9000	  	 	 	310,000	  	 	Gas Swap	 	 	(89,999	) 
	 Citi(02116/12Mar12-Cal17)
	 	Mar-15	 	Citi	 	$	3.9250	  	 	 	310,000	  	 	Gas Swap	 	 	(82,372	) 
	 GS(02/16/12Mar12-Cal17)
	 	Mar-15	 	Goldman Sachs	 	$	3.9300	  	 	 	310,000	  	 	Gas Swap	 	 	(80,847	) 
	 BA(02/16/12Mar12-Cal17)
	 	Mar-15	 	Bank of America	 	$	3.9350	  	 	 	310,000	  	 	Gas Swap	 	 	(79,322	) 
	 JP(12/21/11Cal12-16)
	 	Mar-15	 	JP Morgan	 	$	4.2110	  	 	 	821,700	  	 	Gas Swap	 	 	12,939	  









 Samson Investment Company 

Mark to Market Information 

6/30/2012 
  


																			
	 Transaction

Confirmation

Received
	  	Contract
Month	  	Transacting
Company	  	Contract
Transaction
Basis	 	  	Monthly
Volume
Sold(Bought)	 	 	 Swap
	  	SIC
6/30/2012
MTM	 
	 JP(12/13/11Cal12-16)
	  	Mar-15	  	JP Morgan	  	$	4.2180	  	  	 	821,700	  	 	Gas Swap	  	 	18,599	  
	 JP(11/05/10Cal15)
	  	Mar-15	  	JP Morgan	  	$	91.3000	  	  	 	15,500	  	 	Oil Swaps	  	 	64,986	  
	 JP(11/05/10Cal15)2
	  	Mar-15	  	JP Morgan	  	$	91.3000	  	  	 	15,500	  	 	Oil Swaps	  	 	64,986	  
	 JP(11/08/10Cal15)
	  	Mar-15	  	JP Morgan	  	$	91.3500	  	  	 	15,500	  	 	Oil Swaps	  	 	65,748	  
	 JP(11/08/10Cal15)2
	  	Mar-15	  	JP Morgan	  	$	91.4000	  	  	 	15,500	  	 	Oil Swaps	  	 	66,510	  
	 JP(11/08/10Cal15)3
	  	Mar-15	  	JP Morgan	  	$	91.6000	  	  	 	15,500	  	 	Oil Swaps	  	 	69,559	  
	 JP(11/08/10Cal15)4
	  	Mar-15	  	JP Morgan	  	$	91.7500	  	  	 	15,500	  	 	Oil Swaps	  	 	71,845	  
	 JP(10/13/10Cal15)
	  	Mar-15	  	JP Morgan	  	$	91.1500	  	  	 	31,000	  	 	Oil Swaps	  	 	125,398	  
	 JP(01/12/11Cal15)
	  	Mar-15	  	JP Morgan	  	$	94.5500	  	  	 	31,000	  	 	Oil Swaps	  	 	229,050	  
	 BMO(08/05/11Cal15b)
	  	Apr-15	  	Bank of Montreal	  	$	94.6500	  	  	 	(15,000	) 	 	Oil Swaps	  	 	(113,212	) 
	 JP(08/05/11Cal15b)2
	  	Apr-15	  	JP Morgan	  	$	94.6500	  	  	 	(15,000	) 	 	Oil Swaps	  	 	(113,212	) 
	 JP(08/05/11Cal15b)
	  	Apr-15	  	JP Morgan	  	$	94.4000	  	  	 	(15,000	) 	 	Oil Swaps	  	 	(109,527	) 
	 BA(02/15/12Mar12-Cal17)
	  	Apr-15	  	Bank of America	  	$	3.9000	  	  	 	300,000	  	 	Gas Swap	  	 	(17,703	) 
	 Citi(02/16/12Mar12-Cal17)
	  	Apr-15	  	Citi	  	$	3.9250	  	  	 	300,000	  	 	Gas Swap	  	 	(10,327	) 
	 GS(02/16/12Mar12-Cal17)
	  	Apr-15	  	Goldman Sachs	  	$	3.9300	  	  	 	300,000	  	 	Gas Swap	  	 	(8,851	) 
	 BA(02/16/12Mar12-Cal17)
	  	Apr-15	  	Bank of America	  	$	3.9350	  	  	 	300,000	  	 	Gas Swap	  	 	(7,376	) 
	 JP(11/05/10Cal15)
	  	Apr-15	  	JP Morgan	  	$	91.3000	  	  	 	15,000	  	 	Oil Swaps	  	 	63,829	  
	 JP(11/05/10Cal15)2
	  	Apr-15	  	JP Morgan	  	$	91.3000	  	  	 	15,000	  	 	Oil Swaps	  	 	63,829	  
	 JP(11/08/10Cal15)
	  	Apr-15	  	JP Morgan	  	$	91.3500	  	  	 	15,000	  	 	Oil Swaps	  	 	64,566	  
	 JP(11/08/10Cal15)2
	  	Apr-15	  	JP Morgan	  	$	91.4000	  	  	 	15,000	  	 	Oil Swaps	  	 	65,303	  
	 JP(11/08/10Cal15)3
	  	Apr-15	  	JP Morgan	  	$	91.6000	  	  	 	15,000	  	 	Oil Swaps	  	 	68,252	  
	 JP(11/08/10Cal15)4
	  	Apr-15	  	JP Morgan	  	$	91.7500	  	  	 	15,000	  	 	Oil Swaps	  	 	70,463	  
	 JP(10/13/10Cal15)
	  	Apr-15	  	JP Morgan	  	$	91.1500	  	  	 	30,000	  	 	Oil Swaps	  	 	123,236	  
	 JP(12/21/11Call2-16)
	  	Apr-15	  	JP Morgan	  	$	4.2110	  	  	 	813,300	  	 	Gas Swap	  	 	200,766	  
	 JP(12/13/11Cal12-16)
	  	Apr-15	  	JP Morgan	  	$	4.2180	  	  	 	813,300	  	 	Gas Swap	  	 	206,365	  
	 JP(01/12/11Cal15)
	  	Apr-15	  	JP Morgan	  	$	94.5500	  	  	 	30,000	  	 	Oil Swaps	  	 	223,476	  
	 BMO(08/05/11Cal15b)
	  	May-15	  	Bank of Montreal	  	$	94.6500	  	  	 	(15,500	) 	 	Oil Swaps	  	 	(117,715	) 
	 JP(08/05/11Cal15b)2
	  	May-15	  	JP Morgan	  	$	94.6500	  	  	 	(15,500	) 	 	Oil Swaps	  	 	(117,715	) 
	 JP(08/05/11Cal15b)
	  	May-15	  	JP Morgan	  	$	94.4000	  	  	 	(15,500	) 	 	Oil Swaps	  	 	(113,909	) 
	 BA(02/15/12Mar12-Cal17)
	  	May-15	  	Bank of America	  	$	3.9000	  	  	 	310,000	  	 	Gas Swap	  	 	(22,850	) 
	 Citi(02/16/12Mar12-Cal17)
	  	May-15	  	Citi	  	$	3.9250	  	  	 	310,000	  	 	Gas Swap	  	 	(15,233	) 
	 GS(02/16/12Mar12-Cal17)
	  	May-15	  	Goldman Sachs	  	$	3.9300	  	  	 	310,000	  	 	Gas Swap	  	 	(13,710	) 
	 BA(02/16/12Mar12-Cal17)
	  	May-15	  	Bank of America	  	$	3.9350	  	  	 	310,000	  	 	Gas Swap	  	 	(12,186	) 
	 JP(11/05/10Cal15)
	  	May-15	  	JP Morgan	  	$	91.3000	  	  	 	15,500	  	 	Oil Swaps	  	 	66,722	  
	 JP(11/05/10Cal15)2
	  	May-15	  	JP Morgan	  	$	91.3000	  	  	 	15,500	  	 	Oil Swaps	  	 	66,722	  
	 JP(11/08/10Cal15)
	  	May-15	  	JP Morgan	  	$	91.3500	  	  	 	15,500	  	 	Oil Swaps	  	 	67,483	  
	 JP(11/08/10Cal15)2
	  	May-15	  	JP Morgan	  	$	91.4000	  	  	 	15,500	  	 	Oil Swaps	  	 	68,244	  
	 JP(11/08/10Cal15)3
	  	May-15	  	JP Morgan	  	$	91.6000	  	  	 	15,500	  	 	Oil Swaps	  	 	71,288	  
	 JP(11/08/10Cal15)4
	  	May-15	  	JP Morgan	  	$	91.7500	  	  	 	15,500	  	 	Oil Swaps	  	 	73,572	  
	 JP(10/13/10Cal15)
	  	May-15	  	JP Morgan	  	$	91.1500	  	  	 	31,000	  	 	Oil Swaps	  	 	128,877	  
	 JP(12/21/11Cal12-16)
	  	May-15	  	JP Morgan	  	$	4.2110	  	  	 	805,500	  	 	Gas Swap	  	 	186,824	  
	 JP(12/13/11Cal12-16)
	  	May-15	  	JP Morgan	  	$	4.2180	  	  	 	805,500	  	 	Gas Swap	  	 	192,365	  
	 JP(01/12/11Cal15)
	  	May-15	  	JP Morgan	  	$	94.5500	  	  	 	31,000	  	 	Oil Swaps	  	 	232,385	  
	 BMO(08/05/11Cal15b)
	  	Jun-15	  	Bank of Montreal	  	$	94.6500	  	  	 	(15,000	) 	 	Oil Swaps	  	 	(114,328	) 
	 JP(08/05/11Cal15b)2
	  	Jun-15	  	JP Morgan	  	$	94.6500	  	  	 	(15,000	) 	 	Oil Swaps	  	 	(114,328	) 
	 JP(08/05/11Cal15b)
	  	Jun-15	  	JP Morgan	  	$	94.4000	  	  	 	(15,000	) 	 	Oil Swaps	  	 	(110,648	) 
	 BA(02/15/12Mar12-Cal17)
	  	Jun-15	  	Bank of America	  	$	3.9000	  	  	 	300,000	  	 	Gas Swap	  	 	(29,758	) 
	 Citi(02/16/12Mar12-Cal17)
	  	Jun-15	  	Citi	  	$	3.9250	  	  	 	300,000	  	 	Gas Swap	  	 	(22,392	) 
	 GS(02/16/12Mar12-Cal17)
	  	Jun-15	  	Goldman Sachs	  	$	3.9300	  	  	 	300,000	  	 	Gas Swap	  	 	(20,919	) 
	 BA(02/16/12Mar12-Cal17)
	  	Jun-15	  	Bank of America	  	$	3.9350	  	  	 	300,000	  	 	Gas Swap	  	 	(19,446	) 
	 JP(11/05/10Cal15)
	  	Jun-15	  	JP Morgan	  	$	91.3000	  	  	 	15,000	  	 	Oil Swaps	  	 	65,015	  
	 JP(11/05/10Cal15)2
	  	Jun-15	  	JP Morgan	  	$	91.3000	  	  	 	15,000	  	 	Oil Swaps	  	 	65,015	  
	 JP(11/08/10Cal15)
	  	Jun-15	  	JP Morgan	  	$	91.3500	  	  	 	15,000	  	 	Oil Swaps	  	 	65,751	  
	 JP(11/08/10Cal15)2
	  	Jun-15	  	JP Morgan	  	$	91.4000	  	  	 	15,000	  	 	Oil Swaps	  	 	66,487	  
	 JP(11/08/10Cal15)3
	  	Jun-15	  	JP Morgan	  	$	91.6000	  	  	 	15,000	  	 	Oil Swaps	  	 	69,431	  
	 JP(11/08/10Cal15)4
	  	Jun-15	  	JP Morgan	  	$	91.7500	  	  	 	15,000	  	 	Oil Swaps	  	 	71,639	  
	 JP(10/13/10Cal15)
	  	Jun-15	  	JP Morgan	  	$	91.1500	  	  	 	30,000	  	 	Oil Swaps	  	 	125,614	  
	 JP(12/21/11Cal12-16)
	  	Jun-15	  	JP Morgan	  	$	4.2110	  	  	 	798,100	  	 	Gas Swap	  	 	164,603	  
	 JP(12/13/11Cal12-16)
	  	Jun-15	  	JP Morgan	  	$	4.2180	  	  	 	798,100	  	 	Gas Swap	  	 	170,090	  
	 JP(01/12/11Cal15)
	  	Jun-15	  	JP Morgan	  	$	94.5500	  	  	 	30,000	  	 	Oil Swaps	  	 	225,712	  
	 BMO(08/05/11Cal15b)
	  	Jul-15	  	Bank of Montreal	  	$	94.6500	  	  	 	(15,500	) 	 	Oil Swaps	  	 	(118,288	) 
	 JP(08/05/11Cal15b)2
	  	Jul-15	  	JP Morgan	  	$	94.6500	  	  	 	(15,500	) 	 	Oil Swaps	  	 	(118,288	) 
	 JP(08/05/11Cal15b)
	  	Jul-15	  	JP Morgan	  	$	94.4000	  	  	 	(15,500	) 	 	Oil Swaps	  	 	(114,489	) 
	 BA(02/15/12Mar12-Cal17)
	  	Jul-15	  	Bank of America	  	$	3.9000	  	  	 	310,000	  	 	Gas Swap	  	 	(41,985	) 









 Samson Investment Company 

Mark to Market Information 

6/30/2012 
  


																			
	 Transaction

Confirmation

Received
	  	Contract
Month	  	Transacting
Company	  	Contract
Transaction
Basis	 	  	Monthly
Volume
Sold(Bought)	 	 	 Swap
	  	SIC
6/30/2012
MTM	 
	 Citi(02/16/12Mar12-Cal17)
	  	Jul-15	  	Citi	  	$	3.9250	  	  	 	310,000	  	 	Gas Swap	  	 	(34,379	) 
	 GS(02/16/12Mar12-Cal17)
	  	Jul-15	  	Goldman Sachs	  	$	3.9300	  	  	 	310,000	  	 	Gas Swap	  	 	(32,858	) 
	 BA(02/16/12Mar12-Cal17)
	  	Jul-15	  	Bank of America	  	$	3.9350	  	  	 	310,000	  	 	Gas Swap	  	 	(31,337	) 
	 JP(11/05/10Cal15)
	  	Jul-15	  	JP Morgan	  	$	91.3000	  	  	 	15,500	  	 	Oil Swaps	  	 	67,376	  
	 JP(11/05/10Cal15)2
	  	Jul-15	  	JP Morgan	  	$	91.3000	  	  	 	15,500	  	 	Oil Swaps	  	 	67,376	  
	 JP(11/08/10Cal15)
	  	Jul-15	  	JP Morgan	  	$	91.3500	  	  	 	15,500	  	 	Oil Swaps	  	 	68,136	  
	 JP(11/08/10Cal15)2
	  	Jul-15	  	JP Morgan	  	$	91.4000	  	  	 	15,500	  	 	Oil Swaps	  	 	68,896	  
	 JP(11/08/10Cal15)3
	  	Jul-15	  	JP Morgan	  	$	91.6000	  	  	 	15,500	  	 	Oil Swaps	  	 	71,936	  
	 JP(11/08/10Cal15)4
	  	Jul-15	  	JP Morgan	  	$	91.7500	  	  	 	15,500	  	 	Oil Swaps	  	 	74,215	  
	 JP(10/13/10Cal15)
	  	Jul-15	  	JP Morgan	  	$	91.1500	  	  	 	31,000	  	 	Oil Swaps	  	 	130,193	  
	 JP(12/21/11Cal12-16)
	  	Jul-15	  	JP Morgan	  	$	4.2110	  	  	 	790,600	  	 	Gas Swap	  	 	134,233	  
	 JP(12/13/11Cal12-16)
	  	Jul-15	  	JP Morgan	  	$	4.2180	  	  	 	790,600	  	 	Gas Swap	  	 	139,664	  
	 JP(01/12/11Cal15)
	  	Jul-15	  	JP Morgan	  	$	94.5500	  	  	 	31,000	  	 	Oil Swaps	  	 	233,537	  
	 BMO(08/05/11Cal15b)
	  	Aug-15	  	Bank of Montreal	  	$	94.6500	  	  	 	(15,500	)	 	Oil Swaps	  	 	(118,283	) 
	 JP(08/05/11Cal15b)2
	  	Aug-15	  	JP Morgan	  	$	94.6500	  	  	 	(15,500	)	 	Oil Swaps	  	 	(118,283	) 
	 JP(08/05/11Cal15b)
	  	Aug-15	  	JP Morgan	  	$	94.4000	  	  	 	(15,500	)	 	Oil Swaps	  	 	(114,487	) 
	 BA(02/15/12Mar12-Cal17)
	  	Aug-15	  	Bank of America	  	$	3.9000	  	  	 	310,000	  	 	Gas Swap	  	 	(48,026	) 
	 Citi(02/16/12Mar12-Cal17)
	  	Aug-15	  	Citi	  	$	3.9250	  	  	 	310,000	  	 	Gas Swap	  	 	(40,427	) 
	 GS(02/16/12Mar12-Cal17)
	  	Aug-15	  	Goldman Sachs	  	$	3.9300	  	  	 	310,000	  	 	Gas Swap	  	 	(38,907	) 
	 BA(02/16/12Mar12-Cal17)
	  	Aug-15	  	Bank of America	  	$	3.9350	  	  	 	310,000	  	 	Gas Swap	  	 	(37,388	) 
	 JP(11/05/10Cal15)
	  	Aug-15	  	JP Morgan	  	$	91.3000	  	  	 	15,500	  	 	Oil Swaps	  	 	67,417	  
	 JP(11/05/10Cal15)2
	  	Aug-15	  	JP Morgan	  	$	91.3000	  	  	 	15,500	  	 	Oil Swaps	  	 	67,417	  
	 JP(11/08/10Cal15)
	  	Aug-15	  	JP Morgan	  	$	91.3500	  	  	 	15,500	  	 	Oil Swaps	  	 	68,176	  
	 JP(11/08/10Cal15)2
	  	Aug-15	  	JP Morgan	  	$	91.4000	  	  	 	15,500	  	 	Oil Swaps	  	 	68,935	  
	 JP(11/08/10Cal15)3
	  	Aug-15	  	JP Morgan	  	$	91.6000	  	  	 	15,500	  	 	Oil Swaps	  	 	71,972	  
	 JP(11/08/10Cal15)4
	  	Aug-15	  	JP Morgan	  	$	91.7500	  	  	 	15,500	  	 	Oil Swaps	  	 	74,250	  
	 JP(12/21/11Cal12-16)
	  	Aug-15	  	JP Morgan	  	$	4.2110	  	  	 	782,600	  	 	Gas Swap	  	 	117,406	  
	 JP(12/13/11Cal12-16)
	  	Aug-15	  	JP Morgan	  	$	4.2180	  	  	 	782,600	  	 	Gas Swap	  	 	122,778	  
	 JP(10/13/10Cal15)
	  	Aug-15	  	JP Morgan	  	$	91.1500	  	  	 	31,000	  	 	Oil Swaps	  	 	130,279	  
	 JP(01/12/11Cal15)
	  	Aug-15	  	JP Morgan	  	$	94.5500	  	  	 	31,000	  	 	Oil Swaps	  	 	233,530	  
	 BMO (08/05/11Cal15b)
	  	Sep-15	  	Bank of Montreal	  	$	94.6500	  	  	 	(15,000	)	 	Oil Swaps	  	 	(114,316	) 
	 JP(08/05/11Cal15b)2
	  	Sep-15	  	JP Morgan	  	$	94.6500	  	  	 	(15,000	)	 	Oil Swaps	  	 	(114,316	) 
	 JP(08/05/11Cal15b)
	  	Sep-15	  	JP Morgan	  	$	94.4000	  	  	 	(15,000	)	 	Oil Swaps	  	 	(110,646	) 
	 BA(02/15/12Mar12-Cal17)
	  	Sep-15	  	Bank of America	  	$	3.9000	  	  	 	300,000	  	 	Gas Swap	  	 	(47,319	) 
	 Citi(02/16/12Mar12-Cal17)
	  	Sep-15	  	Citi	  	$	3.9250	  	  	 	300,000	  	 	Gas Swap	  	 	(39,971	) 
	 GS(02/16/12Mar12-Cal17)
	  	Sep-15	  	Goldman Sachs	  	$	3.9300	  	  	 	300,000	  	 	Gas Swap	  	 	(38,501	) 
	 BA(02/16/12Mar12-Cal17)
	  	Sep-15	  	Bank of America	  	$	3.9350	  	  	 	300,000	  	 	Gas Swap	  	 	(37,032	) 
	 JP(11/05/10Cal15)
	  	Sep-15	  	JP Morgan	  	$	91.3000	  	  	 	15,000	  	 	Oil Swaps	  	 	65,135	  
	 JP(11/05/10Cal15)2
	  	Sep-15	  	JP Morgan	  	$	91.3000	  	  	 	15,000	  	 	Oil Swaps	  	 	65,135	  
	 JP(11/08/10Cal15)
	  	Sep-15	  	JP Morgan	  	$	91.3500	  	  	 	15,000	  	 	Oil Swaps	  	 	65,869	  
	 JP(11/08/10Cal15)2
	  	Sep-15	  	JP Morgan	  	$	91.4000	  	  	 	15,000	  	 	Oil Swaps	  	 	66,603	  
	 JP(11/08/10Cal15)3
	  	Sep-15	  	JP Morgan	  	$	91.6000	  	  	 	15,000	  	 	Oil Swaps	  	 	69,539	  
	 JP(11/08/10Cal15)4
	  	Sep-15	  	JP Morgan	  	$	91.7500	  	  	 	15,000	  	 	Oil Swaps	  	 	71,741	  
	 JP(12/21/11Cal12-16)
	  	Sep-15	  	JP Morgan	  	$	4.2110	  	  	 	774,800	  	 	Gas Swap	  	 	113,859	  
	 JP(12/13/11Cal12-16)
	  	Sep-15	  	JP Morgan	  	$	4.2180	  	  	 	774,800	  	 	Gas Swap	  	 	119,172	  
	 JP(10/13/10Cal15)
	  	Sep-15	  	JP Morgan	  	$	91.1500	  	  	 	30,000	  	 	Oil Swaps	  	 	125,865	  
	 JP(01/12/11Cal15)
	  	Sep-15	  	JP Morgan	  	$	94.5500	  	  	 	30,000	  	 	Oil Swaps	  	 	225,695	  
	 BMO(08/05/11Cal15b)
	  	Oct-15	  	Bank of Montreal	  	$	94.6500	  	  	 	(15,500	)	 	Oil Swaps	  	 	(117,763	) 
	 JP(08/05/11Cal15b)2
	  	Oct-15	  	JP Morgan	  	$	94.6500	  	  	 	(15,500	)	 	Oil Swaps	  	 	(117,763	) 
	 JP(08/05/11Cal15b)
	  	Oct-15	  	JP Morgan	  	$	94.4000	  	  	 	(15,500	)	 	Oil Swaps	  	 	(113,974	) 
	 BA(02/15/12Mar12-Cal17)
	  	Oct-15	  	Bank of America	  	$	3.9000	  	  	 	310,000	  	 	Gas Swap	  	 	(60,077	) 
	 Citi(02/16/12Mar12-Cal17)
	  	Oct-15	  	Citi	  	$	3.9250	  	  	 	310,000	  	 	Gas Swap	  	 	(52,491	) 
	 GS(02/16/12Mar12-Cal17)
	  	Oct-15	  	Goldman Sachs	  	$	3.9300	  	  	 	310,000	  	 	Gas Swap	  	 	(50,974	) 
	 BA(02/16/12Mar12-Cal17)
	  	Oct-15	  	Bank of America	  	$	3.9350	  	  	 	310,000	  	 	Gas Swap	  	 	(49,457	) 
	 JP(11/05/10Cal15)
	  	Oct-15	  	JP Morgan	  	$	91.3000	  	  	 	15,500	  	 	Oil Swaps	  	 	66,990	  
	 JP(11/05/10Cal15)2
	  	Oct-15	  	JP Morgan	  	$	91.3000	  	  	 	15,500	  	 	Oil Swaps	  	 	66,990	  
	 JP(11/08/10Cal15)
	  	Oct-15	  	JP Morgan	  	$	91.3500	  	  	 	15,500	  	 	Oil Swaps	  	 	67,748	  
	 JP(11/08/10Cal15)2
	  	Oct-15	  	JP Morgan	  	$	914000	  	  	 	15,500	  	 	Oil Swaps	  	 	68,506	  
	 JP(11/08/10Cal15)3
	  	Oct-15	  	JP Morgan	  	$	91.6000	  	  	 	15,500	  	 	Oil Swaps	  	 	71,537	  
	 JP(11/08/10Cal15)4
	  	Oct-15	  	JP Morgan	  	$	91.7500	  	  	 	15,500	  	 	Oil Swaps	  	 	73,810	  
	 JP(12/21/11Cal12-16)
	  	Oct-15	  	JP Morgan	  	$	4.2110	  	  	 	767,000	  	 	Gas Swap	  	 	84,831	  
	 JP(12/13/11Cal12-16)
	  	Oct-15	  	JP Morgan	  	$	4.2180	  	  	 	767,000	  	 	Gas Swap	  	 	90,086	  
	 JP(10/13/10Cal15)
	  	Oct-15	  	JP Morgan	  	$	91.1500	  	  	 	31,000	  	 	Oil Swaps	  	 	129,433	  
	 JP(01/12/11Cal15)
	  	Oct-15	  	JP Morgan	  	$	94.5500	  	  	 	31,000	  	 	Oil Swaps	  	 	232,495	  









 Samson Investment Company 

Mark to Market Information 

6/30/2012 
  


																			
	 Transaction

Confirmation

Received
	  	Contract
Month	  	Transacting
Company	  	Contract
Transaction
Basis	 	  	Monthly
Volume
Sold(Bought)	 	 	 Swap
	  	SIC
6/30/2012
MTM	 
	 BMO(08/05/11Cal15b)
	  	Nov-15	  	Bank of Montreal	  	$	94.6500	  	  	 	(15,000	) 	 	Oil Swaps	  	 	(113,906	) 
	 JP(08/05/11Cal15b)2
	  	Nov-15	  	JP Morgan	  	$	94.6500	  	  	 	(15,000	) 	 	Oil Swaps	  	 	(113,906	) 
	 JP(08/05/11Cal15b)
	  	Nov-15	  	JP Morgan	  	$	94.4000	  	  	 	(15,000	) 	 	Oil Swaps	  	 	(110,243	) 
	 BA(02/15/12Mar12-Cal17)
	  	Nov-15	  	Bank of America	  	$	3.9000	  	  	 	300,000	  	 	Gas Swap	  	 	(84,488	) 
	 Citi(02/16/12Mar12-Cal17)
	  	Nov-15	  	Citi	  	$	3.9250	  	  	 	300,000	  	 	Gas Swap	  	 	(77,154	) 
	 GS(02/16/12Mar12-Cal17)
	  	Nov-15	  	Goldman Sachs	  	$	3.9300	  	  	 	300,000	  	 	Gas Swap	  	 	(75,687	) 
	 BA(02/16/12Mar12-Cal17)
	  	Nov-15	  	Bank of America	  	$	3.9350	  	  	 	300,000	  	 	Gas Swap	  	 	(74,220	) 
	 JP(12/21/11Cal12-16)
	  	Nov-15	  	JP Morgan	  	$	4.2110	  	  	 	759,300	  	 	Gas Swap	  	 	17,077	  
	 JP(12/13/11Cal12-16)
	  	Nov-15	  	JP Morgan	  	$	4.2180	  	  	 	759,300	  	 	Gas Swap	  	 	22,275	  
	 JP(11/05/10Cal15)
	  	Nov-15	  	JP Morgan	  	$	91.3000	  	  	 	15,000	  	 	Oil Swaps	  	 	64,817	  
	 JP(11/05/10Cal15)2
	  	Nov-15	  	JP Morgan	  	$	91.3000	  	  	 	15,000	  	 	Oil Swaps	  	 	64,817	  
	 JP(11/08/10Cal15)
	  	Nov-15	  	JP Morgan	  	$	91.3500	  	  	 	15,000	  	 	Oil Swaps	  	 	65,550	  
	 JP(11/08/10Cal15)2
	  	Nov-15	  	JP Morgan	  	$	91.4000	  	  	 	15,000	  	 	Oil Swaps	  	 	66,282	  
	 JP(11/08/10Cal15)3
	  	Nov-15	  	JP Morgan	  	$	91.6000	  	  	 	15,000	  	 	Oil Swaps	  	 	69,213	  
	 JP(11/08/10Cal15)4
	  	Nov-15	  	JP Morgan	  	$	91.7500	  	  	 	15,000	  	 	Oil Swaps	  	 	71,411	  
	 JP(10/13/10Cal15)
	  	Nov-15	  	JP Morgan	  	$	91.1500	  	  	 	30,000	  	 	Oil Swaps	  	 	125,238	  
	 JP(01/12/11Cal15)
	  	Nov-15	  	JP Morgan	  	$	94.5500	  	  	 	30,000	  	 	Oil Swaps	  	 	224,882	  
	 BA(02/15/12Mar12-Cal17)
	  	Dec-15	  	Bank of America	  	$	3.9000	  	  	 	310,000	  	 	Gas Swap	  	 	(144,770	) 
	 Citi(02/16/12Mar12-Cal17)
	  	Dec-15	  	Citi	  	$	3.9250	  	  	 	310,000	  	 	Gas Swap	  	 	(137,198	) 
	 GS(02/16/12Mar12-Cal17)
	  	Dec-15	  	Goldman Sachs	  	$	3.9300	  	  	 	310,000	  	 	Gas Swap	  	 	(135,684	) 
	 BA(02/16/12Mar12-Cal17)
	  	Dec-15	  	Bank of America	  	$	3.9350	  	  	 	310,000	  	 	Gas Swap	  	 	(134,170	) 
	 JP(12/21/11Cal12-16)
	  	Dec-15	  	JP Morgan	  	$	4.2110	  	  	 	751,400	  	 	Gas Swap	  	 	(122,596	) 
	 BMO(08/05/11Cal15b)
	  	Dec-15	  	Bank of Montreal	  	$	94.6500	  	  	 	(15,500	) 	 	Oil Swaps	  	 	(118,597	) 
	 JP(08/05/11Cal15b)2
	  	Dec-15	  	JP Morgan	  	$	94.6500	  	  	 	(15,500	) 	 	Oil Swaps	  	 	(118,597	) 
	 JP(12/13/11 Cal12-16)
	  	Dec-15	  	JP Morgan	  	$	4.2180	  	  	 	751,400	  	 	Gas Swap	  	 	(117,457	) 
	 JP(08/05/11Cal15b)
	  	Dec-15	  	JP Morgan	  	$	94.4000	  	  	 	(15,500	) 	 	Oil Swaps	  	 	(114,815	) 
	 JP(11/05/10Cal15)
	  	Dec-15	  	JP Morgan	  	$	91.3000	  	  	 	15,500	  	 	Oil Swaps	  	 	67,921	  
	 JP(11/05/10Cal15)2
	  	Dec-15	  	JP Morgan	  	$	91.3000	  	  	 	15,500	  	 	Oil Swaps	  	 	67,921	  
	 JP(11/08/10Cal15)
	  	Dec-15	  	JP Morgan	  	$	91.3500	  	  	 	15,500	  	 	Oil Swaps	  	 	68,677	  
	 JP(11/08/10Cal15)2
	  	Dec-15	  	JP Morgan	  	$	91.4000	  	  	 	15,500	  	 	Oil Swaps	  	 	69,434	  
	 JP(11/08/10Cal15)3
	  	Dec-15	  	JP Morgan	  	$	91.6000	  	  	 	15,500	  	 	Oil Swaps	  	 	72,459	  
	 JP(11/08/10Cal15)4
	  	Dec-15	  	JP Morgan	  	$	91.7500	  	  	 	15,500	  	 	Oil Swaps	  	 	74,728	  
	 JP(10/13/10Cal15)
	  	Dec-15	  	JP Morgan	  	$	91.1500	  	  	 	31,000	  	 	Oil Swaps	  	 	131,304	  
	 JP(01/12/11 Cal15)
	  	Dec-15	  	JP Morgan	  	$	94.5500	  	  	 	31,000	  	 	Oil Swaps	  	 	234,168	  
	 JP(12/21/11Cal12-16)
	  	Jan-16	  	JP Morgan	  	$	4.2110	  	  	 	743,700	  	 	Gas Swap	  	 	(193,798	) 
	 JP(12/13/11Cal12-16)
	  	Jan-16	  	JP Morgan	  	$	4.2180	  	  	 	743,700	  	 	Gas Swap	  	 	(188,718	) 
	 BA(02/15/12Mar12-Cal17)
	  	Jan-16	  	Bank of America	  	$	3.9000	  	  	 	310,000	  	 	Gas Swap	  	 	(174,876	) 
	 Citi(02/16/12Mar12-Cal17)
	  	Jan-16	  	Citi	  	$	3.9250	  	  	 	310,000	  	 	Gas Swap	  	 	(167,312	) 
	 GS(02/16/12Mar12-Cal17)
	  	Jan-16	  	Goldman Sachs	  	$	3.9300	  	  	 	310,000	  	 	Gas Swap	  	 	(165,800	) 
	 BA(02/16/12Mar12-Cal17)
	  	Jan-16	  	Bank of America	  	$	3.9350	  	  	 	310,000	  	 	Gas Swap	  	 	(164,287	) 
	 JP(12/21/11Cal12-16)
	  	Feb-16	  	JP Morgan	  	$	4.2110	  	  	 	735,800	  	 	Gas Swap	  	 	(167,881	) 
	 JP(12/13/11Cal12-16)
	  	Feb-16	  	JP Morgan	  	$	4.2180	  	  	 	735,800	  	 	Gas Swap	  	 	(162,859	) 
	 BA(02/15/12Mar12-Cal17)
	  	Feb-16	  	Bank of America	  	$	3.9000	  	  	 	290,000	  	 	Gas Swap	  	 	(154,106	) 
	 Citi(02/16/12Mar12-Cal17)
	  	Feb-16	  	Citi	  	$	3.9250	  	  	 	290,000	  	 	Gas Swap	  	 	(147,037	) 
	 GS(02/16/12Mar12-Cal17)
	  	Feb-16	  	Goldman Sachs	  	$	3.9300	  	  	 	290,000	  	 	Gas Swap	  	 	(145,623	) 
	 BA(02/16/12Mar12-Cal17)
	  	Feb-16	  	Bank of America	  	$	3.9350	  	  	 	290,000	  	 	Gas Swap	  	 	(144,210	) 
	 BA(02/15/12Mar12-Cal17)
	  	Mar-16	  	Bank of America	  	$	3.9000	  	  	 	310,000	  	 	Gas Swap	  	 	(138,907	) 
	 Citi(02/16/12Mar12-Cal17)
	  	Mar-16	  	Citi	  	$	3.9250	  	  	 	310,000	  	 	Gas Swap	  	 	(131,357	) 
	 GS(02/16/12Mar12-Cal17)
	  	Mar-16	  	Goldman Sachs	  	$	3.9300	  	  	 	310,000	  	 	Gas Swap	  	 	(129,847	) 
	 BA(02/16/12Mar12-Cal17)
	  	Mar-16	  	Bank of America	  	$	3.9350	  	  	 	310,000	  	 	Gas Swap	  	 	(128,338	) 
	 JP(12/21/11Cal12-16)
	  	Mar-16	  	JP Morgan	  	$	4.2110	  	  	 	728,100	  	 	Gas Swap	  	 	(105,677	) 
	 JP(12/13/11Cal12-16)
	  	Mar-16	  	JP Morgan	  	$	4.2180	  	  	 	728,100	  	 	Gas Swap	  	 	(100,712	) 
	 BA(02/15/12Mar12-Cal17)
	  	Apr-16	  	Bank of America	  	$	3.9000	  	  	 	300,000	  	 	Gas Swap	  	 	(62,762	) 
	 Citi(02/16/12Mar12-Cal17)
	  	Apr-16	  	Citi	  	$	3.9250	  	  	 	300,000	  	 	Gas Swap	  	 	(55,464	) 
	 GS(02/16/12Mar12-Cal17)
	  	Apr-16	  	Goldman Sachs	  	$	3.9300	  	  	 	300,000	  	 	Gas Swap	  	 	(54,005	) 
	 BA(02/16/12Mar12-Cal17)
	  	Apr-16	  	Bank of America	  	$	3.9350	  	  	 	300,000	  	 	Gas Swap	  	 	(52,545	) 
	 JP(12/21/11Cal12-16)
	  	Apr-16	  	JP Morgan	  	$	4.2110	  	  	 	720,600	  	 	Gas Swap	  	 	67,314	  
	 JP(12/13/11Cal12-16)
	  	Apr-16	  	JP Morgan	  	$	4.2180	  	  	 	720,600	  	 	Gas Swap	  	 	72,222	  
	 BA(02/15/12Mar12-Cal17)
	  	May-16	  	Bank of America	  	$	3.9000	  	  	 	310,000	  	 	Gas Swap	  	 	(69,309	) 
	 Citi(02/16/12Mar12-Cal17)
	  	May-16	  	Citi	  	$	3.9250	  	  	 	310,000	  	 	Gas Swap	  	 	(61,775	) 
	 GS(02/16/12Mar12-Cal17)
	  	May-16	  	Goldman Sachs	  	$	3.9300	  	  	 	310,000	  	 	Gas Swap	  	 	(60,269	) 
	 BA(02/16/12Mar12-Cal17)
	  	May-16	  	Bank of America	  	$	3.9350	  	  	 	310,000	  	 	Gas Swap	  	 	(58,762	) 
	 JP(12/21/11Cal12-16)
	  	May-16	  	JP Morgan	  	$	4.2110	  	  	 	713,400	  	 	Gas Swap	  	 	56,172	  
	 JP(12/13/11 Cal12-16)
	  	May-16	  	JP Morgan	  	$	4.2180	  	  	 	713,400	  	 	Gas Swap	  	 	61,026	  
	 BA(02/15/12Mar12-Cal17)
	  	Jun-16	  	Bank of America	  	$	3.9000	  	  	 	300,000	  	 	Gas Swap	  	 	(74,578	) 









 Samson Investment Company 

Mark to Market Information 

6/30/2012 
  


																			
	 Transaction

Confirmation

Received
	  	Contract
Month	  	Transacting
Company	  	Contract
Transaction
Basis	 	  	Monthly
Volume
Sold(Bought)	 	  	 Swap
	  	SIC
6/30/2012
MTM	 
	 Citi(02/16/12Mar12-Cal17)
	  	Jun-16	  	Citi	  	$	3.9250	  	  	 	300,000	  	  	Gas Swap	  	 	(67,295	) 
	 GS(02/16/12Mar12-Cal17)
	  	Jun-16	  	Goldman Sachs	  	$	3.9300	  	  	 	300,000	  	  	Gas Swap	  	 	(65,839	) 
	 BA(02/16/12Mar12-Cal17)
	  	Jun-16	  	Bank of America	  	$	3.9350	  	  	 	300,000	  	  	Gas Swap	  	 	(64,382	) 
	 JP(12/21/11Cal12-16)
	  	Jun-16	  	JP Morgan	  	$	4.2110	  	  	 	706,400	  	  	Gas Swap	  	 	37,728	  
	 JP(12/13/11Cal12-16)
	  	Jun-16	  	JP Morgan	  	$	4.2180	  	  	 	706,400	  	  	Gas Swap	  	 	42,530	  
	 BA(02/15/12Mar12-Cal17)
	  	Jul-16	  	Bank of America	  	$	3.9000	  	  	 	310,000	  	  	Gas Swap	  	 	(87,502	) 
	 Citi(02/16/12Mar12-Cal17)
	  	Jul-16	  	Citi	  	$	3.9250	  	  	 	310,000	  	  	Gas Swap	  	 	(79,984	) 
	 GS(02/16/12Mar12-Cal17)
	  	Jul-16	  	Goldman Sachs	  	$	3.9300	  	  	 	310,000	  	  	Gas Swap	  	 	(78,481	) 
	 BA(02/16/12Mar12-Cal17)
	  	Jul-16	  	Bank of America	  	$	3.9350	  	  	 	310,000	  	  	Gas Swap	  	 	(76,977	) 
	 JP(12/21/11Cal12-16)
	  	Jul-16	  	JP Morgan	  	$	4.2110	  	  	 	699,600	  	  	Gas Swap	  	 	13,572	  
	 JP(12/13/11Cal12-16)
	  	Jul-16	  	JP Morgan	  	$	4.2180	  	  	 	699,600	  	  	Gas Swap	  	 	18,322	  
	 BA(02/15/12Mar12-Cal17)
	  	Aug-16	  	Bank of America	  	$	3.9000	  	  	 	310,000	  	  	Gas Swap	  	 	(93,398	) 
	 Citi(02/16/12Mar12-Cal17)
	  	Aug-16	  	Citi	  	$	3.9250	  	  	 	310,000	  	  	Gas Swap	  	 	(85,890	) 
	 GS(02/16/12Mar12-Cal17)
	  	Aug-16	  	Goldman Sachs	  	$	3.9300	  	  	 	310,000	  	  	Gas Swap	  	 	(84,389	) 
	 BA(02/16/12Mar12-Cal17)
	  	Aug-16	  	Bank of America	  	$	3.9350	  	  	 	310,000	  	  	Gas Swap	  	 	(82,887	) 
	 JP(12/21/11Cal12-16)
	  	Aug-16	  	JP Morgan	  	$	4.2110	  	  	 	692,900	  	  	Gas Swap	  	 	0	  
	 JP(12/13/11Cal12-16)
	  	Aug-16	  	JP Morgan	  	$	4.2180	  	  	 	692,900	  	  	Gas Swap	  	 	4,699	  
	 BA(02/15/12Mar12-Cal17)
	  	Sep-16	  	Bank of America	  	$	3.9000	  	  	 	300,000	  	  	Gas Swap	  	 	(91,423	) 
	 Citi(02/16/12Mar12-Cal17)
	  	Sep-16	  	Citi	  	$	3.9250	  	  	 	300,000	  	  	Gas Swap	  	 	(84,167	) 
	 GS(02/16/12Mar12-Cal17)
	  	Sep-16	  	Goldman Sachs	  	$	3.9300	  	  	 	300,000	  	  	Gas Swap	  	 	(82,716	) 
	 BA(02/16/12Mar12-Cal17)
	  	Sep-16	  	Bank of America	  	$	3.9350	  	  	 	300,000	  	  	Gas Swap	  	 	(81,265	) 
	 JP(12/21/11Cal12-16)
	  	Sep-16	  	JP Morgan	  	$	4.2110	  	  	 	686,400	  	  	Gas Swap	  	 	(2,656	) 
	 JP(12/13/11Cal12-16)
	  	Sep-16	  	JP Morgan	  	$	4.2180	  	  	 	686,400	  	  	Gas Swap	  	 	1,992	  
	 BA(02/15/12Mar12-Cal17)
	  	Oct-16	  	Bank of America	  	$	3.9000	  	  	 	310,000	  	  	Gas Swap	  	 	(105,427	) 
	 Citi(02/16/12Mar12-Cal17)
	  	Oct-16	  	Citi	  	$	3.9250	  	  	 	310,000	  	  	Gas Swap	  	 	(97,939	) 
	 GS(02/16/12Mar12-Cal17)
	  	Oct-16	  	Goldman Sachs	  	$	3.9300	  	  	 	310,000	  	  	Gas Swap	  	 	(96,441	) 
	 BA(02/16/12Mar12-Cal17)
	  	Oct-16	  	Bank of America	  	$	3.9350	  	  	 	310,000	  	  	Gas Swap	  	 	(94,944	) 
	 JP(12/21/11Cal12-16)
	  	Oct-16	  	JP Morgan	  	$	4.2110	  	  	 	680,000	  	  	Gas Swap	  	 	(26,936	) 
	 JP(12/13/11Cal12-16)
	  	Oct-16	  	JP Morgan	  	$	4.2180	  	  	 	680,000	  	  	Gas Swap	  	 	(22,337	) 
	 BA(02/15/12Mar12-Cal17)
	  	Nov-16	  	Bank of America	  	$	3.9000	  	  	 	300,000	  	  	Gas Swap	  	 	(127,941	) 
	 Citi(02/16/12Mar12-Cal17)
	  	Nov-16	  	Citi	  	$	3.9250	  	  	 	300,000	  	  	Gas Swap	  	 	(120,705	) 
	 GS(02/16/12Mar12-Cal17)
	  	Nov-16	  	Goldman Sachs	  	$	3.9300	  	  	 	300,000	  	  	Gas Swap	  	 	(119,257	) 
	 BA(02/16/12Mar12-Cal17)
	  	Nov-16	  	Bank of America	  	$	3.9350	  	  	 	300,000	  	  	Gas Swap	  	 	(117,810	) 
	 JP(12/21/11Cal12-16)
	  	Nov-16	  	JP Morgan	  	$	4.2110	  	  	 	673,600	  	  	Gas Swap	  	 	(85,141	) 
	 JP(12/13/11Cal12-16)
	  	Nov-16	  	JP Morgan	  	$	4.2180	  	  	 	673,600	  	  	Gas Swap	  	 	(80,592	) 
	 JP(12/21/11Cal12-16)
	  	Dec-16	  	JP Morgan	  	$	4.2110	  	  	 	667,400	  	  	Gas Swap	  	 	(206,414	) 
	 JP(12/13/11Cal12-16)
	  	Dec-16	  	JP Morgan	  	$	4.2180	  	  	 	667,400	  	  	Gas Swap	  	 	(201,912	) 
	 BA(02/15/12Mar12-Cal17)
	  	Dec-16	  	Bank of America	  	$	3.9000	  	  	 	310,000	  	  	Gas Swap	  	 	(188,767	) 
	 Citi(02/16/12Mar12-Cal17)
	  	Dec-16	  	Citi	  	$	3.9250	  	  	 	310,000	  	  	Gas Swap	  	 	(181,300	) 
	 GS(02/16/12Mar12-Cal17)
	  	Dec-16	  	Goldman Sachs	  	$	3.9300	  	  	 	310,000	  	  	Gas Swap	  	 	(179,806	) 
	 BA(02/16/12Mar12-Cal17)
	  	Dec-16	  	Bank of America	  	$	3.9350	  	  	 	310,000	  	  	Gas Swap	  	 	(178,313	) 
	 BA(02/15/12Mar12-Cal17)
	  	Jan-17	  	Bank of America	  	$	3.9000	  	  	 	310,000	  	  	Gas Swap	  	 	(218,328	) 
	 Citi(02/16/12Mar12-Cal17)
	  	Jan-17	  	Citi	  	$	3.9250	  	  	 	310,000	  	  	Gas Swap	  	 	(210,871	) 
	 GS(02/16/12Mar12-Cal17)
	  	Jan-17	  	Goldman Sachs	  	$	3.9300	  	  	 	310,000	  	  	Gas Swap	  	 	(209,380	) 
	 BA(02/16/12Mar12-Cal17)
	  	Jan-17	  	Bank of America	  	$	3.9350	  	  	 	310,000	  	  	Gas Swap	  	 	(207,888	) 
	 BA(02/15/12Mar12-Cal17)
	  	Feb-17	  	Bank of America	  	$	3.9000	  	  	 	280,000	  	  	Gas Swap	  	 	(188,039	) 
	 Citi(02/16/12Mar12-Cal17)
	  	Feb-17	  	Citi	  	$	3.9250	  	  	 	280,000	  	  	Gas Swap	  	 	(181,314	) 
	 GS(02/16/12Mar12-Cal17)
	  	Feb-17	  	Goldman Sachs	  	$	3.9300	  	  	 	280,000	  	  	Gas Swap	  	 	(179,969	) 
	 BA(02/16/12Mar12-Cal17)
	  	Feb-17	  	Bank of America	  	$	3.9350	  	  	 	280,000	  	  	Gas Swap	  	 	(178,624	) 
	 BA(02/15/12Mar12-Cal17)
	  	Mar-17	  	Bank of America	  	$	3.9000	  	  	 	310,000	  	  	Gas Swap	  	 	(182,612	) 
	 Citi(02/16/12Mar12-Cal17)
	  	Mar-17	  	Citi	  	$	3.9250	  	  	 	310,000	  	  	Gas Swap	  	 	(175,177	) 
	 GS(02/16/12Mar12-Cal17)
	  	Mar-17	  	Goldman Sachs	  	$	3.9300	  	  	 	310,000	  	  	Gas Swap	  	 	(173,690	) 
	 BA(02/16/12Mar12-Cal17)
	  	Mar-17	  	Bank of America	  	$	3.9350	  	  	 	310,000	  	  	Gas Swap	  	 	(172,203	) 
	 BA(02/15/12Mar12-Cal17)
	  	Apr-17	  	Bank of America	  	$	3.9000	  	  	 	300,000	  	  	Gas Swap	  	 	(106,040	) 
	 Citi(02/16/12Mar12-Cal17)
	  	Apr-17	  	Citi	  	$	3.9250	  	  	 	300,000	  	  	Gas Swap	  	 	(98,856	) 
	 GS(02/16/12Mar12-Cal17)
	  	Apr-17	  	Goldman Sachs	  	$	3.9300	  	  	 	300,000	  	  	Gas Swap	  	 	(97,419	) 
	 BA(02/16/12Mar12-Cal17)
	  	Apr-17	  	Bank of America	  	$	3.9350	  	  	 	300,000	  	  	Gas Swap	  	 	(95,982	) 
	 BA(02/15/12Mar12-Cal17)
	  	May-17	  	Bank of America	  	$	3.9000	  	  	 	310,000	  	  	Gas Swap	  	 	(113,862	) 
	 Citi(02/16/12Mar12-Cal17)
	  	May-17	  	Citi	  	$	3.9250	  	  	 	310,000	  	  	Gas Swap	  	 	(106,449	) 
	 GS(02/16/12Mar12-Cal17)
	  	May-17	  	Goldman Sachs	  	$	3.9300	  	  	 	310,000	  	  	Gas Swap	  	 	(104,967	) 
	 BA(02/16/12Mar12-Cal17)
	  	May-17	  	Bank of America	  	$	3.9350	  	  	 	310,000	  	  	Gas Swap	  	 	(103,484	) 
	 BA(02/15/12Mar12-Cal17)
	  	Jun-17	  	Bank of America	  	$	3.9000	  	  	 	300,000	  	  	Gas Swap	  	 	(117,183	) 
	 Citi(02/16/12Mar12-Cal17)
	  	Jun-17	  	Citi	  	$	3.9250	  	  	 	300,000	  	  	Gas Swap	  	 	(110,020	) 
	 GS(02/16/12Mar12-Cal17)
	  	Jun-17	  	Goldman Sachs	  	$	3.9300	  	  	 	300,000	  	  	Gas Swap	  	 	(108,587	) 









 Samson Investment Company 

Mark to Market Information 

6/30/2012 
  


																			
	 Transaction

Confirmation

Received
	  	Contract
Month	  	Transacting
Company	  	Contract
Transaction
Basis	 	  	Monthly
Volume
Sold(Bought)	 	  	 Swap
	  	SIC
6/30/2012
MTM	 
	 BA(02/16/12Mar12-Cal17)
	  	Jun-17	  	Bank of America	  	$	3.9350	  	  	 	300,000	  	  	Gas Swap	  	 	(107,155	) 
	 BA(02/15/12Mar12-Cal17)
	  	Jul-17	  	Bank of America	  	$	3.9000	  	  	 	310,000	  	  	Gas Swap	  	 	(131,235	) 
	 Citi(02/16/12Mar12-Cal17)
	  	Jul-17	  	Citi	  	$	3.9250	  	  	 	310,000	  	  	Gas Swap	  	 	(123,846	) 
	 GS(02/16/12Mar12-Cal17)
	  	Jul-17	  	Goldman Sachs	  	$	3.9300	  	  	 	310,000	  	  	Gas Swap	  	 	(122,368	) 
	 BA(02/16/12Mar12-Cal17)
	  	Jul-17	  	Bank of America	  	$	3.9350	  	  	 	310,000	  	  	Gas Swap	  	 	(120,890	) 
	 BA(02/15/12Mar12-Cal17)
	  	Aug-17	  	Bank of America	  	$	3.9000	  	  	 	310,000	  	  	Gas Swap	  	 	(137,521	) 
	 Citi(02/16/12Mar12-Cal17)
	  	Aug-17	  	Citi	  	$	3.9250	  	  	 	310,000	  	  	Gas Swap	  	 	(130,143	) 
	 GS(02/16/12Mar12-Cal17)
	  	Aug-17	  	Goldman Sachs	  	$	3.9300	  	  	 	310,000	  	  	Gas Swap	  	 	(128,667	) 
	 BA(02/16/12Mar12-Cal17)
	  	Aug-17	  	Bank of America	  	$	3.9350	  	  	 	310,000	  	  	Gas Swap	  	 	(127,192	) 
	 BA(02/15/12Mar12-Cal17)
	  	Sep-17	  	Bank of America	  	$	3.9000	  	  	 	300,000	  	  	Gas Swap	  	 	(132,986	) 
	 Citi(02/16/12Mar12-Cal17)
	  	Sep-17	  	Citi	  	$	3.9250	  	  	 	300,000	  	  	Gas Swap	  	 	(125,912	) 
	 GS(02/16/12Mar12-Cal17)
	  	Sep-17	  	Goldman Sachs	  	$	3.9300	  	  	 	300,000	  	  	Gas Swap	  	 	(124,497	) 
	 BA(02/16/12Mar12-Cal17)
	  	Sep-17	  	Bank of America	  	$	3.9350	  	  	 	300,000	  	  	Gas Swap	  	 	(123,083	) 
	 BA(02/15/12Mar12-Cal17)
	  	Oct-17	  	Bank of America	  	$	3.9000	  	  	 	310,000	  	  	Gas Swap	  	 	(147,686	) 
	 Citi(02/16/12Mar12-Cal17)
	  	Oct-17	  	Citi	  	$	3.9250	  	  	 	310,000	  	  	Gas Swap	  	 	(140,389	) 
	 GS(02/16/12Mar12-Cal17)
	  	Oct-17	  	Goldman Sachs	  	$	3.9300	  	  	 	310,000	  	  	Gas Swap	  	 	(138,930	) 
	 BA(02/16/12Mar12-Cal17)
	  	Oct-17	  	Bank of America	  	$	3.9350	  	  	 	310,000	  	  	Gas Swap	  	 	(137,471	) 
	 BA(02/15/12Mar12-Cal17)
	  	Nov-17	  	Bank of America	  	$	3.9000	  	  	 	300,000	  	  	Gas Swap	  	 	(169,799	) 
	 Citi(02/16/12Mar12-Cal17)
	  	Nov-17	  	Citi	  	$	3.9250	  	  	 	300,000	  	  	Gas Swap	  	 	(162,676	) 
	 GS(02/16/12Mar12-Cal17)
	  	Nov-17	  	Goldman Sachs	  	$	3.9300	  	  	 	300,000	  	  	Gas Swap	  	 	(161,252	) 
	 BA(02/16/12Mar12-Cal17)
	  	Nov-17	  	Bank of America	  	$	3.9350	  	  	 	300,000	  	  	Gas Swap	  	 	(159,828	) 
	 BA(02/15/12Mar12-Cal17)
	  	Dec-17	  	Bank of America	  	$	3.9000	  	  	 	310,000	  	  	Gas Swap	  	 	(230,995	) 
	 Citi(02/16/12Mar12-Cal17)
	  	Dec-17	  	Citi	  	$	3.9250	  	  	 	310,000	  	  	Gas Swap	  	 	(223,648	) 
	 GS(02/16/12Mar12-Cal17)
	  	Dec-17	  	Goldman Sachs	  	$	3.9300	  	  	 	310,000	  	  	Gas Swap	  	 	(222,178	) 
	 BA(02/16/12Mar12-Cal17)
	  	Dec-17	  	Bank of America	  	$	3.9350	  	  	 	310,000	  	  	Gas Swap	  	 	(220,709	) 
		  		  		  				  	  
	  
	 	  		  	  
	  
	 
		  		  		  				  	 	413,972,400	  	  		  	 	138,543,222	  
		  		  		  				  	  
	  
	 	  		  	  
	  
	 








 Schedule 9.20 

Further Assurances 
 No later than 90 days
following the Closing Date (or such later date as the Administrative Agent may reasonably agree), the Borrower will, and will cause each other applicable Loan Party to, execute and deliver Mortgages in favor of the Collateral Agent, for the ratable
benefit of the Secured Parties, in respect of each of the Oil and Gas Properties owned by a Loan Party and described on Schedule 1.1(e) hereto, together with customary legal opinions covering such matters as covered by, and otherwise
substantially consistent with, those delivered for the benefit of the First Lien Agent in respect of the RBL Credit Agreement. 







 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:	  	Janet Duffy
		  		  	General Manager-Treasury
		  	Facsimile Number:	  	918-591-7540
		  	Email:	  	jduffy@samson.com
		  	Telephone Number:	  	918-591-1540
			
		  	And with a copy to:	  	
		
		  	Kohlberg, Kravis Robert & 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	  	Bank of America, N.A.
	and Collateral Agent:	  	Global Corporate and Commercial Bank Client Service
		  	901 Main St.	  	
		  	Dallas, TX 75202	  	
		  	Mail Code: TX1-492-14-11
		
		  	Contact Name: DeWayne Rosse
		  	Facsimile Number: (214) 672-8623
		  	Email: Dewayne.Rosse@baml.com
		  	Telephone Number: (214) 209-0529








 EXHIBIT A 

FORM OF GUARANTEE 







 EXECUTION COPY 

 
  

 
 SECOND LIEN GUARANTEE 

made by 
 each of the
Guarantors 
 from time to time party hereto 

in favor of 
 BANK OF
AMERICA, N.A., 
 as Collateral Agent 

Dated as of September 25, 2012 
  

 
  

  








 GUARANTEE 

SECOND LIEN GUARANTEE, dated as of September 25, 2012 (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 BANK OF AMERICA, 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 Second Lien Term Loan 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”), and Bank of America, N.A., as
Administrative Agent and Collateral Agent; 
 WHEREAS, pursuant to the Credit Agreement, among other things, the Lenders have severally
agreed to make Loans to the Borrower upon the terms and subject to the conditions set forth therein; 
 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 Loans
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 Loans; and 

WHEREAS, it is a condition precedent to the obligations of the Secured Parties to make their respective Loans 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 and the Lenders to enter into the
Credit Agreement, the Guarantors hereby agree with the Collateral Agent, for the ratable benefit of the Secured Parties, as follows: 
 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 and 1.5 of the Credit Agreement shall apply to this Guarantee, including terms defined in the preamble and recitals hereto. 

  
 -1- 








 (c) As used herein, “Guaranteed Transaction Document” means the Loan Documents.

 (d) As used herein, “Termination Date” means the date on which all Obligations are paid in full (other than contingent
indemnification obligations not then due). 
 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. 

(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. 

  
 -2- 








 (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 Loan Party under any Loan 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 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 

  
 -3- 








 
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 Loan 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. 
 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 

  
 -4- 








 
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 Loan
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 13.23 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 identified in the Credit Agreement (or to such other
office as the Collateral Agent shall designate in a notice to the Guarantors). Each Guarantor agrees that the provisions of Sections 5.4 and 13.20 of the Credit Agreement shall apply to such Guarantor’s obligations under this Guarantee. 

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 Loan 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. 

  
 -5- 








 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 Loan 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. 

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. 

  
 -6- 








 5.5 Integration. This Guarantee and the other Loan 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 Loan 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; 
 (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 

  
 -7- 








 (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. 

5.13 Additional Obligors. Each Restricted Subsidiary of the Borrower that is required to become a party to this Guarantee pursuant to
Section 9.19 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. 

  
 -8- 








 (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 HOLDING, INC.
 SAMSON CONTOUR ENERGY
CO.
 SAMSON CONTOUR ENERGY E & P, LLC
 SAMSON LONE STAR,
LLC,
 GEODYNE RESOURCES, INC.
 SAMSON-INTERNATIONAL, LTD.

    each as Guarantor

		
	By:		 /s/ Philip Cook

			Name: Philip Cook
			 Title: Executive Vice President and Chief

          Financial Officer




  
 Signature Page 

Samson Investment Company 
 Second
Lien Term Loan Guarantee 








 
			
	 BANK OF AMERICA, N.A.,

    as Second Priority Collateral Agent

		
	By:		/s/ DeWayne D. Rosse
			Name: DeWayne D. Rosse
			Title: Agency Management Officer



  
 Signature Page to the
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 BANK OF AMERICA, 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 Second Lien Term Loan Credit Agreement, dated as of September 25, 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”), and Bank
of America, N.A., as Administrative Agent and Collateral Agent. 
 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 and the Lenders to enter into the Credit Agreement and to induce the Lenders to make the Loans to the Borrower under the Credit Agreement. 

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 9.19 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 as consideration for
Loans previously made. 
 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 

  
 Annex A - 1 








 
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. 
 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 - 2 








 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 








 
			
	 BANK OF AMERICA, N.A.,

     as Collateral Agent

		
	By:		  

			Name:
			Title:



  
 Signature Page 

Samson Investment Company 

Assumption Agreement to Guarantee 








 EXHIBIT B 

FORM OF SECURITY AGREEMENT 

  








 EXECUTION VERSION 

SECOND PRIORITY SECURITY AGREEMENT 

among 
 Samson
Investment Company, 
 each of the Subsidiary Grantors 

from time to time party hereto 

and 
 Bank of America,
N.A., 
 as Second Priority Collateral Agent 

Dated as of September 25, 2012 

THIS SECOND PRIORITY SECURITY AGREEMENT IS SUBJECT TO THE PROVISIONS OF THE SECOND LIEN INTERCREDITOR AGREEMENT (AS DEFINED HEREIN), AS SET FORTH MORE
FULLY IN SECTION 8 HEREOF. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIENS AND SECURITY INTEREST GRANTED TO THE SECOND PRIORITY COLLATERAL AGENT, FOR THE BENEFIT OF THE SECOND PRIORITY SECURED PARTIES, PURSUANT TO THIS AGREEMENT AND THE
EXERCISE OF ANY RIGHT OR REMEDY BY THE SECOND PRIORITY COLLATERAL AGENT AND THE OTHER SECOND PRIORITY SECURED PARTIES HEREUNDER ARE SUBJECT TO THE PROVISIONS OF THE SECOND LIEN INTERCREDITOR AGREEMENT. 







 SECOND PRIORITY SECURITY AGREEMENT 

THIS SECOND PRIORITY SECURITY AGREEMENT, dated as of September 25, 2012 (this “Agreement”), among 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 10.13 (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 Bank of America, N.A., as Collateral
Agent (in such capacity, together with its successors in such capacity, the “Second Priority Collateral Agent”) under the Second Priority Credit Agreement (as hereinafter defined) for the benefit of the Second Priority Secured
Parties (as hereinafter defined). 
 W I T N E S S E T H : 

WHEREAS, reference is made to that certain Second Lien Term Loan Credit Agreement (as amended, restated, supplemented or otherwise modified
from time to time, the “Second Priority Credit Agreement”), dated as of September 25, 2012, among the Borrower, the banks, financial institutions and other lending institutions or entities from time to time party thereto (the
“Lenders”) and Bank of America, N.A., as Administrative Agent and Collateral Agent; 
 WHEREAS, pursuant to the Second
Priority Credit Agreement, among other things, the Lenders have agreed to provide Loans to the Borrower; 
 WHEREAS, pursuant to the
Guarantee, dated as of September 25, 2012 (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 Second
Priority Secured Parties, the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Second Priority Obligations; 

WHEREAS, the liens and security interest granted to the Second Priority Collateral Agent pursuant to this Agreement are expressly subject and
subordinate to the liens and security interests granted in favor of the Senior Secured Parties, including liens and security interests granted to the Senior Collateral Agent in connection with the Senior Credit Agreement, and (ii) the exercise of
any right or remedy by the Second Priority Collateral Agent hereunder is subject to the limitations and provisions of the Second Lien Intercreditor Agreement dated as of September 25, 2012 (as amended, restated, supplemented or modified from
time to time, the “Second Lien Intercreditor Agreement”), among JPMorgan Chase Bank, N.A., as Senior Representative for the Senior Secured Parties, Bank of America, N.A., as the Initial Second Priority Representative for the Second
Priority Secured Parties and each additional Representative from time to time party thereto, and the Borrower and the other Grantors party thereto; 

WHEREAS, each Grantor other than the Borrower is a Guarantor; 

WHEREAS, the proceeds of the Loans 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 Loans, the Second Priority Credit Agreement and any other Second Priority Debt Documents; and 







 WHEREAS, it is a condition precedent to the obligation of the Second Priority Secured Parties to
make their respective Loans to the Borrower that the Grantors shall have executed and delivered this Agreement to the Second Priority Collateral Agent for the ratable benefit of the Second Priority 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 Second Priority Secured Parties to enter into the Second Priority Credit Agreement and to make the Loans to the Borrower under the Second Priority Credit Agreement and any other Second Priority Debt Documents, the
Grantors hereby agree with the Second Priority Collateral Agent, for the ratable benefit of the Second Priority Secured Parties, as follows: 

1. Defined Terms. 
 (a)
Unless otherwise defined herein, terms defined in the Second Priority Credit Agreement and used herein (including terms used in the preamble and the recitals) shall have the meanings given to them in the Second Priority 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. After the Discharge of Senior Obligations, a reference in this
Agreement to the Senior Collateral Agent shall be construed as a reference to the Second Priority Collateral Agent and this Agreement shall be interpreted accordingly. 

(c) The rules of construction and other interpretive provisions specified in Sections 1.2 and 1.5 of the Second Priority 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. 
 “Applicable Agent” means the Senior Collateral Agent (or, if
the Senior Obligations Termination Date has occurred, the Second Priority Collateral Agent)). 
 “Borrower”
shall have the meaning provided in the preamble to this Agreement. 
 “Collateral” shall have the meaning
provided in Section 2. 
 “Collateral Account” shall mean any collateral account established by
the Second Priority Collateral Agent as provided in Section 5.3. 
 “Control” shall mean “control,”
as such term is defined in Section 9-104, 9-106 or 8-106, as applicable, of the UCC. 

  
 2 








 “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. 
 “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. 
 “Discharge of Senior
Obligations” shall have the meaning assigned to such term in the Second Lien Intercreditor Agreement. 

“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 clause (6) of the definition of “Permitted Lien,” to the extent such Indebtedness being secured was
permitted to be incurred pursuant to Section 9.07(b)(4) of the Second Priority 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 Second Priority 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. 
 “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. 


  
 3 








 “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. 
 “Lenders” shall have the meaning given in the recitals to this Agreement. 

“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 Second Priority 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. 

  
 4 








 “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. 

“Second Lien Intercreditor Agreement” shall have the meaning assigned to such term in the recitals of this Agreement. 

“Second Priority Collateral Agent” shall have the meaning provided in the preamble to this Agreement. 

“Second Priority Credit Agreement” has the meaning assigned to such term in the recitals of this Agreement. 

“Second Priority Debt Documents” means the Second Priority Credit Agreement and all other Loan Documents as defined therein.

 “Second Priority Secured Parties” means the holders of any Obligations and the Second Priority Collateral Agent. 

“Secured Obligations” shall have the meaning assigned to such term in the Second Lien Intercreditor Agreement. 

“Secured Parties” means the Second Priority Secured Parties and, when used in the phrase “the Applicable Agent, for the
benefit of the Secured Parties” at any time when the Senior Collateral Agent is the Applicable Agent, the term “Secured Parties” includes holders of the Senior Obligations as well as the Second Priority Secured Parties. 

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

“Senior Collateral Agent” means JPMorgan Chase Bank, N.A., in its capacity as Collateral Agent under the Senior Collateral
Documents, and its successors and assigns. 
 “Senior Collateral Documents” shall have the meaning assigned to such term in
the Second Lien Intercreditor Agreement. 
 “Senior Credit Agreement” shall mean the Credit Agreement, dated as of
December 21, 2011 (as amended, restated, supplemented or otherwise modified from time to time), among the Borrower, the banks, financial institutions and other lending institutions or entities from time to time party thereto, the administrative
agent, the Senior Collateral Agent, the swingline lender and the letter of credit issuer, and each other letter of credit issuer from time to time party thereto. 

“Senior Debt Document” shall have the meaning assigned to such term in the Second Lien Intercreditor Agreement. 

“Senior Lien” shall have the meaning assigned to such term in the Second Lien Intercreditor Agreement. 

  
 5 








 “Senior Obligations” shall have the meaning assigned to such term in the Second
Lien Intercreditor Agreement. 
 “Senior Obligations Termination Date” means, subject to the Second Lien Intercreditor
Agreement, the date on which the Discharge of Senior Obligations occurs; provided that if, at any time after the Senior Obligations Termination Date, the Discharge of Senior Obligations is deemed not to have occurred under the Second Lien
Intercreditor Agreement, the Senior Obligations Termination Date shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken prior to the date of incurrence and designation of
any new Senior Obligations as a result of the occurrence of such Discharge of Senior Obligations). 
 “Senior Secured
Parties” shall have the meaning assigned to such term in the Second Lien Intercreditor Agreement. 
 “Subject
Property” shall have the meaning provided in Section 2. 
 “Subsidiary Grantor Obligations” shall
mean, with respect to any Subsidiary Grantor, all Obligations of such Subsidiary Grantor which may arise under or in connection with the Guarantee and any other Second Priority 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 under the Second Priority Credit Agreement are paid in full
(other than contingent indemnification obligations not then due). 
 “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 Second Priority
Collateral Agent’s and the Second Priority 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. 

  
 6 








 “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. 

2. Grant of Security Interest. 

(a) Each Grantor hereby bargains, sells, conveys, assigns, sets over, mortgages, pledges, hypothecates and transfers to the Second Priority
Collateral Agent, for the ratable benefit of the Second Priority Secured Parties, and grants to the Second Priority Collateral Agent, for the ratable benefit of the Second Priority 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; 


  
 7 









	 	(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: 
   (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, (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 or (4) prior to the Discharge of Senior Obligations, any asset at any time that is not then subject to a Lien securing Senior Obligations
at such time (any such property subject to the exclusions described in clause (1), (2), (3) or (4), “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 Second Priority 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 

  
 8 








 
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 Second Priority Collateral Agent. 

Each Grantor hereby agrees to provide to the Second Priority 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 Second Priority 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 Second Priority Collateral Agent as secured party. 
 The Security Interests are granted as security only
and shall not subject the Second Priority Collateral Agent or any other Second Priority 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 Second Priority Collateral Agent and each Second
Priority Secured Party on the date hereof: 
 3.1. Title; No Other Liens. Except for (a) the Security Interest granted to the Second
Priority Collateral Agent for the ratable benefit of the Second Priority Secured Parties pursuant to this Agreement, (b) the Liens permitted by the Second Priority Credit Agreement, including the Senior Liens 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 Second Priority Collateral Agent for the ratable benefit
of the Second Priority Secured Parties pursuant to this Agreement or (B) are permitted by the Second Priority Credit Agreement, including in respect of Senior Liens. 

3.2. Perfected Second Priority Liens. 

(a) This Agreement is effective to create in favor of the Second Priority Collateral Agent, for its benefit and for the ratable benefit of the
Second Priority 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), 

  
 9 








 
(B) or (C) of this paragraph) in favor of the Second Priority Collateral Agent, for the ratable benefit of the Second Priority 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 Second Priority
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 delivery thereof to the
Applicable 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 a second priority security interest, prior to all other Liens on the Collateral other than Liens in respect of the Senior Obligations and other Liens permitted pursuant to Section 9.10 of the Second Priority Credit
Agreement. 
 (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) subject to the Second Lien Intercreditor Agreement, delivery to the Applicable 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 Second Priority 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). 

  
 10 








 4. Covenants. Each Grantor hereby covenants and agrees with the Second Priority Collateral
Agent and the Second Priority 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 9.10 of the Second Priority 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 Second Priority Collateral Agent and the Second Priority Secured Parties 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 Second Priority 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 under Section 3.2(b)(i)(C)), which may be required under any applicable Requirement of Law, or which the
Second Priority Collateral Agent or the Required 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
Second Priority 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)(i)(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 Second Priority 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
Second Priority Credit Agreement to become a party hereto, the relevant Grantor after the acquisition or creation thereof shall promptly take all actions required by the Second Priority Credit Agreement or this Section 4.1. 

4.2. Damage or Destruction of Collateral. The Grantors agree promptly to notify the Second Priority 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 Second Priority Collateral Agent and the Second Priority Secured Parties promptly, in
reasonable detail, of any Lien of which it has knowledge (other than the Security Interests created hereby or Liens permitted under the Second Priority Credit Agreement) on any of the Collateral which would adversely affect, in any material respect,
the ability of the Second Priority Collateral Agent to exercise any of its remedies hereunder. 
 4.4. Changes in Grantor Information or
Status. Each Grantor will furnish to the Second Priority Collateral Agent prompt written notice (which shall in any event be provided within 30 days (or such longer period as the Second Priority 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 

  
 11 








 
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 Second Priority 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 Second Priority Collateral Agent in order for the Second Priority 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) Subject to the Second Lien Intercreditor Agreement, 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 Second Priority Collateral Agent shall have the right, but not the obligation, to make test verifications of the Accounts in any manner and through any medium
that the Second Priority Collateral Agent reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Second Priority Collateral Agent may require in connection with such test verifications. The Second
Priority Collateral Agent shall have the absolute right to share any information it gains from such inspection or verification with any Second Priority Secured Party. 

(b) The Second Priority Collateral Agent hereby authorizes each Grantor, subject to the Second Lien Intercreditor Agreement, to collect such
Grantor’s Accounts, and the Second Priority Collateral Agent may curtail or terminate said authority at any time after written notice is provided by the Second Priority Collateral Agent to such Grantor after the occurrence and during the
continuance of an Event of Default. If required in writing by the Second Priority Collateral Agent subject to the Second Lien Intercreditor Agreement 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 Applicable Agent if required, in a Collateral
Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Applicable Agent, subject to withdrawal by the Applicable Agent for the benefit of the Secured Parties only as provided in
Section 5.54, and (ii) until so turned over, shall be held by such Grantor in trust for the Applicable Agent for the benefit of 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)
Subject to the Second Lien Intercreditor Agreement, at the Second Priority 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 Second Priority
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 Second Priority
Collateral Agent, subject to the Second Lien Intercreditor Agreement, 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. 

  
 12 








 5.2. Communications with Loan Parties; Grantors Remain Liable. 

(a) Subject to the Second Lien Intercreditor Agreement, the Second Priority 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 Second
Priority Collateral Agent’s satisfaction the existence, amount and terms of any Accounts. The Second Priority Collateral Agent shall have the absolute right to share any information it gains from such inspection or verification with any Second
Priority Secured Party; provided that the provisions of Section 13.16 of the Second Priority Credit Agreement shall apply to such information. 

(b) Subject to the Second Lien Intercreditor Agreement, upon the written request of the Second Priority 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 Second Priority Collateral Agent for the ratable benefit of the Second Priority Secured
Parties and that payments in respect thereof shall be made directly to the Applicable 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 Second Priority Collateral Agent nor any Second Priority 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 Second Priority Collateral Agent or any Second Priority Secured Party of any payment relating thereto, nor shall the Second Priority Collateral Agent or any Second Priority 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. 

5.3. Proceeds to be Turned Over To Second Priority Collateral Agent. In addition to the rights of the Second Priority Collateral Agent
and Second Priority Secured Parties specified in Section 5.1 with respect to payments of Accounts and subject to the terms of the Second Lien Intercreditor Agreement, if an Event of Default shall occur and be continuing and the
Applicable Agent so requires by notice in writing to the relevant Grantor (it being understood that the exercise of remedies by the Second Priority Secured Parties in connection with an Event of Default under Section 11.1(g) of the Second
Priority Credit Agreement shall be deemed to constitute a request by the Applicable 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 Applicable Agent and the Second Priority Secured Parties, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned
over to the Applicable Agent in the exact form received by such Grantor (duly endorsed by such Grantor to the Applicable Agent, if required). All Proceeds received by the Applicable Agent hereunder shall be held by the Applicable Agent in a
Collateral Account maintained under its dominion and control and on terms and conditions reasonably satisfactory to the Applicable Agent. All Proceeds while held by the Applicable Agent in a Collateral Account (or by such Grantor in trust for the
Second Priority Collateral Agent and the Second Priority Secured Parties) shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 5.4.


  
 13 








 5.4. Application of Proceeds. Subject to the terms of the Second Lien Intercreditor
Agreement, the Second Priority 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 11.3 of the Second
Priority Credit Agreement. Upon any sale of the Collateral by the Second Priority Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Second Priority 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
Second Priority Collateral Agent or such officer or be answerable in any way for the misapplication thereof. 
 5.5. Code and Other
Remedies. Subject to the Second Lien Intercreditor Agreement, if an Event of Default shall occur and be continuing, the Second Priority 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 Second Priority Collateral Agent or any Second Priority 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 Second Priority 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 Second Priority 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 Second Priority Collateral Agent and any Second Priority Secured Party shall have the right upon any such public sale, and, to the extent permitted by law
and subject to the terms and conditions of the Senior Lien Intercreditor Agreement, upon any such private sale, to purchase the whole or any part of the Collateral so sold, and the Second Priority Collateral Agent or such Second Priority 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 notification. The Second Priority Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given.
The Second Priority 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 Second Priority 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 Second Priority Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree. Each Grantor further agrees, at the Second Priority
Collateral Agent’s request to assemble the Collateral and make it available to the Second Priority Collateral Agent, at places which the Second Priority Collateral Agent shall reasonably select, whether at such Grantor’s premises or
elsewhere. The Second Priority 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. 

  
 14 








 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 Second Priority Collateral Agent or any Second Priority 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 Second Priority Collateral Agent or any other Second Priority 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 Second Priority Collateral Agent or any other Second Priority Secured Party, (c) the Second Priority 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 Second Priority Debt Document, and (d) any collateral security, guarantee or right of offset at any time held by the Second Priority Collateral Agent or
any other Second Priority Secured Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Second Priority Collateral Agent nor any other Second Priority 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 Second Priority Collateral Agent or
any other Second Priority 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 Second Priority Collateral Agent or any other Second Priority 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 Second Priority Collateral Agent or any other
Second Priority 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 Second Priority Collateral Agent, during the continuance of
an Event of Default and subject to the Second Lien Intercreditor Agreement, to exercise rights and remedies hereunder at such time as the Second Priority Collateral Agent shall be lawfully entitled to exercise such rights and remedies, and for no
other purpose, each Grantor hereby grants to the Second Priority 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. 
 5.9. Conflict with Second Priority Credit Agreement. In the event of any
conflict between the terms of this Section 5 and the Second Priority Credit Agreement, the Second Priority Credit Agreement shall control. 

6. The Second Priority Collateral Agent. 

6.1. Second Priority Collateral Agent’s Appointment as Attorney-in-Fact, etc. 

  
 15 








 (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 Second Priority 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 Second Priority Collateral Agent the power and right, on behalf of such
Grantor, either in the Second Priority 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 Second Priority Collateral Agent of its intent to do so and in each case subject to the Second Lien Intercreditor Agreement: 

(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 Second Priority 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 Second Priority Collateral Agent may request to evidence the Second Priority Collateral Agent’s and
the Second Priority 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 9.17 of the Second Priority 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 Second Priority Collateral Agent or as the Second Priority Collateral Agent shall direct; 

(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; 

  
 16 








 (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 Second Priority 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 Second Priority 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 Second Priority Collateral Agent were the absolute owner thereof for all purposes, and do, at the Second Priority Collateral Agent’s option and such Grantor’s expense, at any time, or from time to time,
all acts and things that the Second Priority Collateral Agent deems necessary to protect, preserve or realize upon the Collateral and the Second Priority Collateral Agent’s and the Second Priority 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 Second Priority 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 Second Priority 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 Second Priority 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 Second Priority Credit Agreement, from the date
of payment by the Second Priority Collateral Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Second Priority 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. 

6.2. Duty of Second Priority Collateral Agent. The Second Priority 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 

  
 17 








 
as the Second Priority Collateral Agent deals with similar property for its own account. The Second Priority 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 Second Priority Collateral Agent accords its own property. Neither the Second Priority Collateral Agent, any Second
Priority 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 Second Priority Collateral Agent and the Second Priority Secured
Parties hereunder are solely to protect the Second Priority Collateral Agent’s and the Second Priority Secured Parties’ interests in the Collateral and shall not impose any duty upon the Second Priority Collateral Agent or any Second
Priority Secured Party to exercise any such powers. The Second Priority Collateral Agent and the Second Priority 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 Second Priority Collateral Agent. Each Grantor acknowledges that the rights and responsibilities of the Second
Priority Collateral Agent under this Agreement with respect to any action taken by the Second Priority Collateral Agent or the exercise or non-exercise by the Second Priority 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 Second Priority Collateral Agent and the Second Priority Secured Parties, be governed by the Second Priority Credit Agreement, and by such other
agreements with respect thereto as may exist from time to time among them, but, as between the Second Priority Collateral Agent and the Grantors, the Second Priority Collateral Agent shall be conclusively presumed to be acting as agent for the
applicable Second Priority 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 Second Priority 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 Second Priority
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 Second Priority Collateral Agent and the other Second Priority 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 Second Priority 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 Required Lenders shall have consented to such transaction (to the extent required by the Second Priority Credit Agreement) and the terms of such consent did not provide otherwise. 

  
 18 








 (c) The Security Interest granted hereby in any Collateral shall be automatically released from
the Liens of this Agreement (i) upon any sale or transfer by any Grantor of any Collateral that is permitted under the Second Priority 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 13.22 of the Second Priority Credit Agreement. Any such release in connection with any sale, transfer or other disposition of such Collateral shall result in such
Collateral being sold or transferred, as applicable, free and clear of the Liens of this Agreement. 
 (d) If any of the Collateral shall
become subject to the release provision set forth in Section 5.01(a) of the Second Lien Intercreditor Agreement, such Collateral shall be automatically released from the security interest in such Collateral to the extent provided therein.

 (e) In connection with any termination or release pursuant to Section 6.5(a), (b), (c) or (d) the Second
Priority 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 Second Priority Collateral Agent. 

6.6. Reinstatement. Each Grantor further agrees that, if any payment made by any Loan 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 Second
Priority Secured Party to such Loan 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.
Second Priority Collateral Agent As Agent. 
 (a) Bank of America, N.A. has been appointed to act as the Second Priority Collateral
Agent under the Second Priority Credit Agreement, by the Second Priority Secured Parties under the Second Priority Credit Agreement. The Second Priority 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, the Second Priority Credit Agreement and
the Second Lien Intercreditor Agreement; provided that the Second Priority Collateral Agent shall exercise, or refrain from exercising, any remedies provided for in Section 5 in accordance with the instructions of the Required
Lenders. In furtherance of the foregoing provisions of this Section 7(a), each Second Priority 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 Second Priority Secured Party that all rights and remedies hereunder may be exercised solely by the Second Priority Collateral Agent for the ratable benefit of the Second Priority Secured Parties in
accordance with the terms of this Section 7(a). 
 (b) The Second Priority Collateral Agent shall at all times be the same Person
that is the Second Priority Collateral Agent under the Second Priority Credit Agreement. Written notice of resignation by the Second Priority Collateral Agent pursuant to Section 12.9 of the Second Priority Credit


  
 19 








 
Agreement shall also constitute notice of resignation as Second Priority Collateral Agent under this Agreement; removal of the Second Priority Collateral Agent shall also constitute removal under
this Agreement; and appointment of a Second Priority Collateral Agent pursuant to Section 12.9 of the Second Priority Credit Agreement shall also constitute appointment of a successor Second Priority Collateral Agent under this Agreement. Upon
the acceptance of any appointment as Second Priority Collateral Agent under Section 12.9 of the Second Priority Credit Agreement by a successor Second Priority Collateral Agent, that successor Second Priority Collateral Agent shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Second Priority Collateral Agent under this Agreement, and the retiring or removed Second Priority Collateral Agent under this Agreement shall
promptly (i) transfer to such successor Second Priority 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 Second Priority Collateral Agent under this Agreement, and (ii) execute and deliver to such successor Second Priority 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 Second Priority Collateral Agent of the Security Interests created hereunder, whereupon such retiring or removed Second Priority Collateral
Agent shall be discharged from its duties and obligations under this Agreement. After any retiring or removed Second Priority Collateral Agent’s resignation or removal hereunder as Second Priority 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 Second Priority Collateral Agent hereunder. 

8. Subject to Second Lien Intercreditor Agreement. Notwithstanding anything herein to the contrary: 

(a) the liens and security interest granted to the Second Priority Collateral Agent pursuant to this Agreement are expressly subject and
subordinate to the liens and security interests granted in favor of the Senior Secured Parties, including liens and security interests granted to JPMorgan Chase Bank, N.A., as collateral agent, pursuant to or in connection with the Senior Credit
Agreement; 
 (b) the exercise of any right or remedy by the Second Priority Collateral Agent hereunder is subject to the limitations and
provisions of the Second Lien Intercreditor Agreement. In the event of any conflict between the terms of the Second Lien Intercreditor Agreement and the terms of this Agreement, the terms of the Second Lien Intercreditor Agreement shall govern; and

 (c) the security interest granted to the Second Priority Collateral Agent pursuant to any Security Document (including, without
limitation, this Agreement) and the exercise of any right or remedy by the Second Priority Collateral Agent hereunder or under any other Security Document are subject to the provisions of any future Equal Priority Lien Intercreditor Agreement. In
the event of any conflict between the terms of any future Equal Priority Lien Intercreditor Agreement, this Agreement and any other Security Document, the terms of the Equal Priority Lien Intercreditor Agreement shall govern and control with respect
to any right or remedy. 
 (d) For avoidance of doubt, until the Discharge of Senior Obligations, the delivery of any Collateral to, or the
control of any Collateral by, the Senior Collateral Agent pursuant to the Senior Collateral Documents shall satisfy any delivery or control requirement hereunder or under any other Second Priority Debt Documents. 

9. Senior Debt Documents. The Second Priority Collateral Agent acknowledges and agrees, on behalf of itself and any Second Priority
Secured Party, that any provision of this Agreement to the contrary notwithstanding, until the Senior Obligations Termination Date, the Grantors shall not be 

  
 20 








 
required to act or refrain from acting pursuant to the Second Priority Debt Documents or with respect to any Collateral on which the Senior Collateral Agent has a Lien superior in priority to the
Second Priority Collateral Agent’s Lien thereon in any manner that would result in a default under the terms and provisions of the Senior Debt Documents. 

10. Miscellaneous. 
 10.1.
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 Second Priority Collateral
Agent in accordance with Section 13.1 of the Second Priority Credit Agreement and except as otherwise provided in the Second Lien Intercreditor 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 . 

10.2. Notices. All notices, requests and demands pursuant hereto shall be made in accordance with Section 13.2 of the Second
Priority 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 Second Priority Credit Agreement. 

10.3. No Waiver by Course of Conduct; Cumulative Remedies. Neither the Second Priority Collateral Agent nor any Second Priority Secured
Party shall by any act (except by a written instrument pursuant to Section 10.1), 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 Second Priority Debt Document. No failure to exercise, nor any delay in exercising, on the part of the Second Priority Collateral Agent or any other Second Priority
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 Second Priority Collateral Agent or any other Second Priority 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 Second
Priority Collateral Agent or such other Second Priority 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 or pursuant to the Second Lien Intercreditor Agreement. 
 10.4.
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 Second Priority 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 Second Priority Credit Agreement. 

(b) Each Grantor agrees to pay, and to save the Second Priority Collateral Agent and the Secure Second Priority 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 Second Priority Credit Agreement. 

  
 21 








 (c) Each Grantor agrees to pay, and to save the Second Priority Collateral Agent and the Second
Priority 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 Second Priority Credit Agreement. 

(d) The agreements in this Section 10.4 shall survive repayment of the Obligations and all other amounts payable under the Second
Priority Credit Agreement and the other Second Priority Debt Documents. 
 10.5. 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 Second Priority Collateral Agent except pursuant to a transaction permitted by the Second Priority Credit Agreement. 

10.6. 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 Second Priority Collateral Agent and the Borrower. 
 10.7. 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. 

10.8. 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. 
 10.9. Integration. This Agreement together with
the other Second Priority 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 Second Priority Collateral
Agent or any other Second Priority Secured Party relative to the subject matter hereof not expressly set forth or referred to herein or in the other Second Priority Debt Documents. 

10.10. 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. 
 10.11. 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; 

  
 22 








 (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 10.2 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 Second Priority 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 Second Priority 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 10.11 any special, exemplary, punitive or consequential damages. 
 10.12. 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 Second Priority Debt Documents to which it is a party; 
 (b) (i) neither the Second Priority Collateral Agent nor any other Agent
or Second Priority 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 Second Priority Debt Document (irrespective of whether the Second Priority Collateral Agent or any other Agent or Second Priority Secured Party has advised or is currently
advising any of the Grantors or their respective Affiliates on other matters) and neither the Second Priority Collateral Agent or other Agent or Second Priority 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 Second Priority Debt Documents; (ii) the Second Priority Collateral Agent and its Affiliates, each other Agent and each other
Second Priority 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 Second Priority
Collateral Agent nor any other Agent or Second Priority Secured Party has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (iii) neither the Second Priority Collateral Agent nor any
other Agent or Second Priority 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 Second Priority 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 Second
Priority Collateral Agent or any other Agent or Second Priority 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. 

  
 23 








 (c) no joint venture is created hereby or by the other Second Priority Debt Documents or
otherwise exists by virtue of the transactions contemplated hereby among the Lenders, the Agents and any other Second Priority Secured Party or among the Grantors and the Lenders, the Agents and any other Second Priority Secured Party. 

10.13. Additional Grantors. Each Subsidiary of the Borrower that is required to become a party to this Agreement pursuant to
Section 9.19 of the Second Priority 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. 

10.14. 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] 

  
 24 








 IN WITNESS WHEREOF, each of the undersigned has caused this Agreement be duly executed and
delivered as of the date first above written. 
  

			
	 SAMSON INVESTMENT COMPANY
 SAMSON
RESOURCES COMPANY
 SAMSON HOLDINGS, INC.
 SAMSON-INTERNATIONAL,
LTD.
 SAMSON CONTOUR ENERGY CO.
 SAMSON CONTOUR ENERGY E &
P, LLC
 SAMSON LONE STAR, LLC,
 GOEDYNE RESOURCES, INC.

    each as Grantor

		
	By:		/s/ Philip Cook
			 Name: Philip Cook
 Title:
  Executive Vice President and Chief
             Financial Officer



 Signature Page 

Samson Investment Company 
 Second
Priority Security Agreement 







 
			
	 BANK OF AMERICA, N.A.,

    as Second Priority Collateral Agent

		
	By:		/s/ DeWayne D. Rosse
			Name: DeWayne D. Rosse
			Title:   Agency Management Officer


 Signature Page to the 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 Lone Star, 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 Second Priority 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 Second Priority Security Agreement 







 EXHIBIT 1 TO THE SECOND PRIORITY SECURITY AGREEMENT 

SUPPLEMENT NO. [ ], dated as of [            ], 201    (this
“Supplement”), to the Security Agreement, dated as of September 25, 2012 (the “Second Priority 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 10.13 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 Bank of America, N.A., as second priority collateral agent (in such capacity, together with its successors, the
“Second Priority Collateral Agent”) under the Second Priority Credit Agreement referred to below for the benefit of the Secured Parties. 

A. Reference is made to that certain Second Priority Credit Agreement, dated as of September 25, 2012 (the “Second Priority Credit
Agreement”) among the Borrower, the banks, financial institutions and other lending institutions from time to time party thereto and the Bank of America, N.A., as Administrative Agent and Collateral Agent 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 Second Priority Security Agreement or the Second Priority Credit Agreement, as applicable. The rules of construction and the interpretive provisions specified in Section 1(c) of the Second Priority
Security Agreement shall apply to this Supplement, including terms defined in the preamble and recitals hereto. 
 C. The Grantors have
entered into the Second Priority Security Agreement in order to induce the Second Priority Secured Parties to enter into the Second Priority Credit Agreement and to make their respective Loans to the Borrower thereunder. 

D. Section 10.13 of the Second Priority Security Agreement provides that each Subsidiary of the Borrower that is required to become
a party to the Security Agreement pursuant to Section 9.19 of the Second Priority 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
Second Priority 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 Second Priority Security Agreement to become a Subsidiary Grantor under the Second Priority Security Agreement in order to induce the Second Priority Secured Parties to make additional Loans to the Borrower under the Second
Priority Credit Agreement and as consideration for Loans previously made. 
 Accordingly, the Second Priority Collateral Agent and the New
Grantors agree as follows: 
 SECTION 1. In accordance with Section 10.13 of the Second Priority Security Agreement, each New
Grantor by its signature below becomes a Grantor under the Second Priority 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
Second Priority Security Agreement applicable to it as a Grantor thereunder and (b) represents and 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 Second Priority Collateral Agent, for the ratable benefit of the
Second Priority Secured 

  
 Exhibit 1 - 1 








 
Parties, and hereby grants to the Second Priority Collateral Agent, for the ratable benefit of the Second Priority 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 Second Priority Security Agreement shall be deemed to
include each New Grantor. The Second Priority Security Agreement is hereby incorporated herein by reference. 
 SECTION 2. Each New Grantor
represents and warrants to the Second Priority Collateral Agent and the other Second Priority 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 Second Priority Collateral Agent and the Borrower. This Supplement shall become effective as to each New Grantor when the Second Priority
Collateral Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of such New Grantor and the Second Priority 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 Second
Priority Security Agreement shall remain in full force and effect. 
 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 

  
 Exhibit 1 - 2 








 
unenforceability without invalidating the remaining provisions hereof and in the Second Priority 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 Second Priority 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 Second Priority Credit Agreement. 

  
 Exhibit 1 - 3 








 IN WITNESS WHEREOF, each New Grantor and the Second Priority Collateral Agent have duly executed
this Supplement to the Second Priority Security Agreement as of the day and year first above written. 
  

			
	[NAME OF ADDITIONAL GRANTOR]
		
	By:		  

			Name:
			Title:
	
	BANK OF AMERICA, N.A., as
	Second Priority Collateral Agent
		
	By:		  

			Name:
			Title:



  
 Exhibit 1 - 4 








 SCHEDULE I 

TO SUPPLEMENT NO. 
 TO
THE SECOND PRIORITY 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 SECOND PRIORITY SECURITY AGREEMENT 

MATERIAL COPYRIGHT LICENSES 

SCHEDULE III 
 TO
SUPPLEMENT NO.              TO THE 
 SECOND PRIORITY SECURITY AGREEMENT

 COPYRIGHTS 
  

					
	 Registered Owner/Grantor
	  	 Title
	  	 Registration Number



SCHEDULE IV 
 TO
SUPPLEMENT NO.              TO THE 
 SECOND PRIORITY SECURITY
AGREEMENT 
 MATERIAL PATENT LICENSES 
  

  
 Schedule IV 








 SCHEDULE V 

TO SUPPLEMENT NO.              TO THE 

SECOND PRIORITY SECURITY AGREEMENT 

PATENTS 
 SCHEDULE VI 

TO SUPPLEMENT NO.              TO THE 

SECOND PRIORITY SECURITY AGREEMENT 

MATERIAL TRADEMARK LICENSES 

SCHEDULE VII 
 TO
SUPPLEMENT NO.              TO THE 
 SECOND PRIORITY 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 SECOND PRIORITY SECURITY AGREEMENT 

THIS SECOND PRIORITY [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 Bank of America, N.A., as second priority collateral agent (in such capacity, together with its successors, the “Second Priority Collateral Agent”) under the Second Priority Credit Agreement
referred to below for the benefit of the Second Priority Secured Parties. 
 A. Reference is made to that certain Second Priority Credit
Agreement, dated as of September 25, 2012 (as amended, supplemented or otherwise modified from time to time, the “Second Priority Credit Agreement”) among the Borrower, the banks, financial institutions and other lending institutions
from time to time party thereto and Bank of America, N.A., as Administrative Agent and Collateral Agent thereto. 
 B. Reference is made to
that certain Second Priority Security Agreement, dated as of September 25, 2012 (as amended, supplemented or otherwise modified from time to time, the “Second Priority 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 10.13 thereof, and Bank of America, N.A., as Second Priority Collateral Agent under the Second Priority 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 Second Priority Security Agreement or the Second Priority Credit Agreement, as applicable. The rules of construction and the interpretive provisions specified in
Section 1(c) of the Second Priority Security Agreement shall apply to this Agreement, including terms defined in the preamble and recitals hereto. 

D. The Grantors have entered into the Second Priority Security Agreement in order to induce the Second Priority Secured Parties to enter into
the Second Priority Credit Agreement and to make their respective Loans to the Borrower thereunder. 
 E. Pursuant to
Section 3.2(b) of the Second Priority Security Agreement, the Grantors have agreed to execute or otherwise authenticate this Agreement for recording the Security Interest granted under the Second Priority Security Agreement to the
Second Priority 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 Second Priority Collateral Agent and Grantors agree as follows: 

SECTION 1. Grant of Security.1 Each Grantor hereby grants to the Second Priority
Collateral Agent for the ratable benefit of the Second Priority 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 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 

 
  

	1 	Separate agreements should be entered in respect of patents, trademarks, and copyrights. 


  
 Exhibit 2-1 








 
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 Second Priority Collateral Agent or the Second Priority 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 Second Priority
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 Second Priority Collateral Agent with respect to the Collateral are more fully set forth
in the Second Priority 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 Second Priority
Security Agreement, the Second Priority 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 Second Priority 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 Second
Priority 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 Second Priority Credit Agreement. 

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 Second Priority Secured Party in enforcing, or obtaining advice of counsel in 

 

	2 	For Trademark Agreement only. 


  
 Exhibit 2-2 








 
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 Second Priority 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:









 
			
	 BANK OF AMERICA, N.A.,

    as Second Priority Collateral Agent

		
	By:		  

			Name:
			Title:









 SCHEDULE I 

TO THE [COPYRIGHT][TRADEMARK][PATENT] 

SECOND PRIORITY SECURITY AGREEMENT 

[UNITED STATES TRADEMARKS][UNITED STATES PATENTS] 

[UNITED STATES COPYRIGHTS] 

  
 Schedule I 








 EXHIBIT C 

FORM OF PLEDGE AGREEMENT 







 EXECUTION VERSION 

SECOND PRIORITY PLEDGE AGREEMENT 

among 
 SAMSON RESOURCES
CORPORATION, 
 SAMSON INVESTMENT COMPANY, 

each of the Subsidiary Pledgors 

from time to time party hereto 

and 
 Bank of America,
N.A., 
 as Second Priority Collateral Agent 

Dated as of September 25, 2012 

THIS SECOND PRIORITY PLEDGE AGREEMENT IS SUBJECT TO THE PROVISIONS OF THE SECOND LIEN INTERCREDITOR AGREEMENT (AS DEFINED HEREIN), AS SET FORTH MORE FULLY
IN SECTION 15 HEREOF. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIENS AND SECURITY INTEREST GRANTED TO THE SECOND PRIORITY COLLATERAL AGENT, FOR THE BENEFIT OF THE SECOND PRIORITY SECURED PARTIES, PURSUANT TO THIS AGREEMENT AND THE
EXERCISE OF ANY RIGHT OR REMEDY BY THE SECOND PRIORITY COLLATERAL AGENT AND THE OTHER SECOND PRIORITY SECURED PARTIES HEREUNDER ARE SUBJECT TO THE PROVISIONS OF THE SECOND LIEN INTERCREDITOR AGREEMENT. 







 SECOND PRIORITY PLEDGE AGREEMENT 

SECOND PRIORITY PLEDGE AGREEMENT, dated as of September 25, 2012 (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 Bank of America, N.A., as Collateral Agent (in such capacity, together with its successors in such capacity, the “Second Priority Collateral Agent”) under the Second Priority Credit Agreement (as
hereinafter defined) for the benefit of the Second Priority Secured Parties (as hereinafter defined). 
 WHEREAS, reference is made to that
certain Second Lien Term Loan Credit Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “Second Priority Credit Agreement”), dated as of September 25, 2012, among the Borrower, the banks,
financial institutions and other lending institutions from time to time party thereto (the “Lenders”) and Bank of America, N.A., as Administrative Agent and Collateral Agent; 

WHEREAS, pursuant to the Second Priority Credit Agreement, among other things, the Lenders have agreed to provide Loans to the Borrower; 

WHEREAS, pursuant to the Guarantee, dated as of September 25, 2012 (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 Second Priority Secured Parties, the
prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Second Priority Obligations; 

WHEREAS, the liens and security interest granted to the Second Priority Collateral Agent pursuant to this Agreement are expressly subject and
subordinate to the liens and security interests granted in favor of the Senior Second Priority Secured Parties, including liens and security interests granted to the Senior Collateral Agent in connection with the Senior Credit Agreement, and (ii)
the exercise of any right or remedy by the Second Priority Collateral Agent hereunder is subject to the limitations and provisions of the Second Lien Intercreditor Agreement dated as of September 25, 2012 (as amended, restated, supplemented or
modified from time to time, the “Second Lien Intercreditor Agreement”), among JPMorgan Chase Bank, N.A., as Senior Representative for the Senior Secured Parties, Bank of America, N.A., as the Initial Second Priority Representative
for the Second Priority Secured Parties and each additional Representative from time to time party thereto, and the Borrower and the other Grantors party thereto; 

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 Loans 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 Loans, the Second Priority Credit Agreement and any other Second Priority Debt Documents; 

  
 -1- 








 WHEREAS, it is a condition precedent to the obligation of the Second Priority Secured Parties to
make their respective Loans to the Borrower that the Borrower, Holdings and the Subsidiary Pledgors shall have executed and delivered this Agreement to the Second Priority Collateral Agent for the ratable benefit of the Second Priority 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 9.19 of the Second Priority Credit Agreement (the “After-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 9.19(a) of the Second Priority 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 9.19 of the Second Priority 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 Second Priority Secured Parties to enter into the Second Priority Credit Agreement and to make the Loans to the Borrower under the Second Priority Credit Agreement and any other Second Priority Debt Documents, the
Grantors hereby agree with the Second Priority Collateral Agent, for the ratable benefit of the Second Priority 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 Second Priority Credit Agreement. 

(b) Terms used herein that are not defined herein or in the Second Priority Credit Agreement, but that are terms defined in the UCC and not
defined in this Agreement or in the Second Priority 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. After the Discharge of Senior Obligations, a reference in this Agreement to the Senior Collateral Agent shall be construed as a reference to the Second Priority
Collateral Agent and this Agreement shall be interpreted accordingly. 
 (c) The rules of construction and other interpretive provisions
specified in Sections 1.2 and 1.5 of the Second Priority 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. 

“Applicable Agent” means the Senior Collateral Agent (or, if the Senior Obligations Termination Date has occurred, the Second
Priority Collateral Agent). 

  
 -2- 








 “Collateral” shall have the meaning assigned to such term in
Section 2. 
 “Discharge of Senior Obligations” shall have the meaning assigned to such term in the Second Lien
Intercreditor Agreement. 
 “Equity Interests” shall mean Stock and Stock Equivalents. 

“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 Second Priority 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. 

“Second Lien Intercreditor Agreement” shall have the meaning assigned to such term in the recitals of this Agreement. 

“Second Priority Collateral Agent” shall have the meaning assigned to such term in the preamble. 

“Second Priority Credit Agreement” shall have the meaning assigned to such term in the recitals of this Agreement. 

“Second Priority Debt Documents” shall mean the Second Priority Credit Agreement and all other Loan Documents as defined
therein. 
 “Second Priority Secured Parties” shall mean the holders of any Obligations of the Second Priority Collateral
Agent. 
 “Second Priority Security Agreement” shall mean that certain Security Agreement, dated September 25, 2012,
among the Borrower, the Pledgors and the Second Priority Collateral Agent. 
 “Secured Obligations” shall have the meaning
assigned to such term in the Second Lien Intercreditor Agreement. 

  
 -3- 








 “Secured Parties” means the Second Priority Secured Parties and, when used in
the phrase “the Applicable Agent, for the benefit of the Secured Parties” at any time when the Senior Collateral Agent is the Applicable Agent, the term “Secured Parties” includes holders of the Senior Obligations as well as the
Second Priority Secured Parties. 
 “Senior Collateral Agent” shall mean the JPMorgan Chase Bank, N.A., in its capacity as
Collateral Agent under the Senior Collateral Documents, and its successors and assigns. 
 “Senior Collateral Documents”
shall have the meaning assigned to such term in the Second Lien Intercreditor Agreement. 
 “Senior Credit Agreement” shall
mean the Credit Agreement, dated as of December 21, 2011 (as amended, restated, supplemented or otherwise modified from time to time), among the Borrower, the banks, financial institutions and other lending institutions or entities from time to
time party thereto, the administrative agent, the Senior Collateral Agent, the swingline lender and the letter of credit issuer, and each other letter of credit issuer from time to time party thereto. 

“Senior Debt Document” shall have the meaning assigned to such term in the Second Lien Intercreditor Agreement. 

“Senior Lien” shall have the meaning assigned to such term in the Second Lien Intercreditor Agreement. 

“Senior Obligations” shall have the meaning assigned to such term in the Second Lien Intercreditor Agreement. 

“Senior Obligations Termination Date” means, subject to the Second Lien Intercreditor Agreement, the date on which the
Discharge of Senior Obligations occurs; provided that if, at any time after the Senior Obligations Termination Date, the Discharge of Senior Obligations is deemed not to have occurred under the Second Lien Intercreditor Agreement, the Senior
Obligations Termination Date shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken prior to the date of incurrence and designation of any new Senior Obligations as a
result of the occurrence of such Discharge of Senior Obligations). 
 “Senior Secured Parties” shall have the meaning
assigned to such term in the Second Lien Intercreditor Agreement. 
 “Subsidiary Pledgor Obligations” shall mean, with
respect to any Subsidiary Pledgor, all Obligations of such Subsidiary Pledgor which may arise under or in connection with the Guarantee and any other Second Priority 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 under the Second Priority Credit Agreement are paid in full
(other than contingent indemnification obligations not then due). 
 “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 Second Priority Collateral Agent’s and the Second


  
 -4- 








 
Priority 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. 
 2. Grant of Security. Each Pledgor hereby transfers,
assigns and pledges to the Second Priority Collateral Agent, for the ratable benefit of the Second Priority Secured Parties, and grants to the Second Priority Collateral Agent, for the ratable benefit of the Second Priority 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 Second Priority Collateral Agent or the other Second Priority Secured Parties under the Second
Priority 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 Applicable Agent for the benefit of the Secured Parties pursuant hereto to the extent required by the Second Priority 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 Applicable Agent. The Applicable 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 Applicable 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- 








 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 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 9.19 of
the Second Priority 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 9.10 of the Second Priority 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 Applicable Agent (or its bailee) 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 Second Priority 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 Second Priority Security Agreement, shall create a perfected second priority security interest in such Collateral, prior to all other Liens on the Collateral other than Liens in respect of the Senior Obligations and
Liens permitted to have a senior or equal ranking priority pursuant to Section 9.10 of the Second Priority Credit Agreement, securing the payment of the Obligations, in favor of the Second Priority Collateral Agent, for the ratable benefit of
the Second Priority 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- 








 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: 
 “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”
with in 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 9.19 of the Second Priority 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 the Second Lien Intercreditor Agreement, or which the Second Priority
Collateral Agent or any Second Priority Secured Party 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 Second Priority 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 Second Priority Debt Documents. 

(ii) The Second Priority 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. 

  
 -7- 








 (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 Second Priority 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 Applicable Agent to hold as Collateral and shall, if received by such Pledgor, be received in trust for the benefit of the Applicable
Agent, be segregated from the other property or funds of such Pledgor and be forthwith delivered to the Applicable Agent as Collateral in the same form as so received (with any necessary indorsement). 

(c) Upon written notice to a Pledgor by the Second Priority 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, subject to the Second Lien Intercreditor Agreement, all such rights shall thereupon become vested in the Second Priority 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 Required Lenders, the
Second Priority 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, subject to the Second Lien Intercreditor Agreement, 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 Second Priority 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, subject to the Second Lien Intercreditor Agreement, all such rights shall thereupon become vested in the Second Priority 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 Second Priority 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 Applicable Agent shall be segregated from other property or funds of such Pledgor and shall forthwith be delivered
to the Applicable Agent as Collateral in the same form as so received (with any necessary indorsements); and 

  
 -8- 








 (iv) in order to permit the Applicable 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), in each case, subject to the Second Lien Intercreditor Agreement, such Pledgor shall from
time to time execute and deliver to the Second Priority Collateral Agent, appropriate proxies, dividend payment orders and other instruments as the Second Priority 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 Second Priority 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 Senior Liens and the
Lien created by this Agreement; provided that, in the event such Pledgor sells or otherwise Disposes of assets as permitted by the Second Priority Credit Agreement (including pursuant to waivers and consents thereunder), and such assets are
or include any of the Collateral, the Second Priority Collateral Agent shall, subject to the Second Lien Intercreditor Agreement, 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 13.22 of the Second Priority Credit Agreement and Section 14; 

(b) pledge and, if applicable, cause each Domestic Subsidiary required to become a party to this Agreement to pledge, to the
Second Priority Collateral Agent for the ratable benefit of the Second Priority Secured Parties, immediately upon acquisition thereof, all the After-acquired Shares and After-acquired Debt required to be pledged hereunder pursuant to
Section 9.19 of the Second Priority 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 Second Priority 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 Second Priority 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 9.10 of the Second Priority Credit Agreement, the Senior Liens or the Lien created by
this Agreement), however arising, and any and all Persons whomsoever. 
 10. Second Priority Collateral Agent Appointed
Attorney-in-Fact. Each Pledgor hereby appoints, which appointment is irrevocable and coupled with an interest, the Second Priority 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 subject to the Second Lien Intercreditor Agreement and after the occurrence and during the continuance of an Event of Default and
with notice to such Pledgor, that the Second Priority 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. 

  
 -9- 








 11. The Second Priority Collateral Agent’s Duties. The powers conferred on the Second
Priority 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 Second Priority 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 Second Priority Collateral Agent or any other Second Priority 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 Second Priority 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 Second Priority Collateral Agent accords its own property. 
 12. Remedies. Subject to the
Second Lien Intercreditor Agreement, if any Event of Default shall have occurred and be continuing: 
 (a) The Second
Priority 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 Second Priority Collateral Agent’s offices or elsewhere, for cash, 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 Second Priority 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 Second Priority 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 Second Priority
Collateral Agent or any Second Priority 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 Second Priority
Collateral Agent or such Second Priority 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 Second Priority Collateral Agent shall not be obligated to make any sale of
Collateral regardless of notice of sale having been given. The Second Priority 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 Second Priority 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 Second Priority Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree.


  
 -10- 








 (b) The Second Priority Collateral Agent shall apply the Proceeds of any
collection or sale of the Collateral in the manner specified in Section 11 of the Second Priority Credit Agreement. Upon any sale of the Collateral by the Second Priority Collateral Agent (including pursuant to a power of sale granted by
statute or under a judicial proceeding), the receipt of the Second Priority 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 Second Priority Collateral Agent or such officer or be answerable in any way for the misapplication thereof. 

(c) The Second Priority 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 Applicable Agent, shall be segregated from other property or funds of such Pledgor and shall be forthwith delivered to the Applicable 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 Second Priority Collateral Agent or any other Second Priority 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 Second Priority Collateral Agent or any other Second Priority Secured Party, (c) the Second Priority 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 Second Priority Debt Document, and (d) any collateral security, guarantee or right of offset at any time
held by the Second Priority Collateral Agent or any other Second Priority Secured Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Second Priority Collateral Agent nor any other Second
Priority 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 Second Priority Collateral Agent or any other Second Priority 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 Second Priority
Collateral Agent or any other Second Priority 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 Second Priority Collateral Agent or any other Second Priority Secured Party against any Pledgor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings. 

  
 -11- 








 14. Continuing Security Interest; Assignments Under the Second Priority 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 Second Priority Collateral Agent and the other Second Priority 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 Second Priority 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 Required Lenders shall have consented to such transaction (to the extent required by the Second Priority 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 sale or transfer by any Pledgor of any
Collateral that is permitted under the Second Priority 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 13.22 of the Second Priority Credit Agreement. Any such release in connection with any sale, transfer or other disposition of such Collateral shall result in such Collateral being sold or transferred, as applicable, free and clear of
the Liens of this Agreement. 
 (d) If any of the Collateral shall become subject to the release provision set forth in
Section 5.01(a) of the Second Lien Intercreditor Agreement, such Collateral shall be automatically released from the security interest in such Collateral to the extent provided therein. 

(e) In connection with any termination or release pursuant to the foregoing paragraph (a), (b), (c) or (d), the Second Priority 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 Second Priority Collateral Agent. 
 15. Subject
to Second Lien Intercreditor Agreement. Notwithstanding anything herein to the contrary: 
 (a) the liens and security interest granted
to the Second Priority Collateral Agent pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Secured Parties, including liens and security interests granted to JPMorgan
Chase Bank, N.A., as collateral agent, pursuant to or in connection with the Senior Credit Agreement; 
 (b) the exercise of any right or
remedy by the Second Priority Collateral Agent hereunder is subject to the limitations and provisions of the Second Lien Intercreditor Agreement. In the event of any conflict between the terms of the Second Lien Intercreditor Agreement and the terms
of this Agreement, the terms of the Second Lien Intercreditor Agreement shall govern; and 
 (c) the security interest granted to the Second
Priority Collateral Agent pursuant to any Security Document (including, without limitation, this Agreement) and the exercise of any right or remedy by the Second Priority Collateral Agent hereunder or under any other Security Document are subject to
the provisions of any future Equal Priority Lien Intercreditor Agreement. In the event of any conflict between the terms of any future Equal Priority Lien Intercreditor Agreement, this Agreement and any other Security Document, the terms of the
Equal Priority Lien Intercreditor Agreement shall govern and control with respect to any right or remedy. 

  
 -12- 








 (d) For avoidance of doubt, until the Discharge of Senior Obligations, the delivery of any
Collateral to, or the control of any Collateral by, the Senior Collateral Agent pursuant to the Senior Collateral Documents shall satisfy any delivery or control requirement hereunder or under any other Second Priority Debt Documents. 

16. Senior Debt Documents. The Second Priority Collateral Agent acknowledges and agrees, on behalf of itself and any Second Priority
Secured Party, that any provision of this Agreement to the contrary notwithstanding, until the Senior Obligations Termination Date, the Grantors shall not be required to act or refrain from acting pursuant to the Second Priority Debt Documents or
with respect to any Collateral on which the Senior Collateral Agent has a Lien superior in priority to the Second Priority Collateral Agents Lien thereon in any manner that would result in a default under the terms and provisions of the Senior Debt
Documents. 
 17. Reinstatement. Each Pledgor further agrees that, if any payment made by any Loan 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 Second
Priority Secured Party to such Loan 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. 

18. Notices. All notices, requests and demands pursuant hereto shall be made in accordance with Section 13.2 of the Second Priority
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 Second Priority Credit Agreement. 

19. 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 Second Priority Collateral Agent and the Borrower. 
 20. 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. 

  
 -13- 








 21. Integration. This Agreement together with the other Second Priority 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 Second Priority Collateral Agent or any other Second Priority
Secured Party relative to the subject matter hereof not expressly set forth or referred to herein or in the other Second Priority Debt Documents. 

22. 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 Second Priority Collateral Agent in accordance with Section 13.1 of the Second Priority Credit Agreement and except as otherwise provided in the Second Lien Intercreditor 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 Second Priority Collateral Agent nor any Second Priority Secured Party shall by any act
(except by a written instrument pursuant to Section 22(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 or of any other applicable Second Priority Debt Document. No failure to exercise, nor any delay in exercising, on the part of the Second Priority Collateral Agent or any other Second Priority 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 Second Priority Collateral Agent or any other Second Priority 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 Second Priority Collateral
Agent or such other Second Priority 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 or pursuant to the Second Lien Intercreditor Agreement. 

23. 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. 
 24. Successors and Assigns. This Agreement shall
be binding upon the successors and assigns of each Pledgor and shall inure to the benefit of the Second Priority Collateral Agent and the other Second Priority 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 Second Priority Collateral Agent, except pursuant to a transaction permitted by the Second Priority Credit Agreement. 

25. 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. 

  
 -14- 








 26. 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 Second Priority Debt 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 18 or at such other address of which the Second Priority Collateral
Agent shall have been notified pursuant thereto; 
 (d) agrees that nothing herein shall affect the right of any other party
hereto (or any Second Priority 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 Second Priority 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 26 any special, exemplary, punitive or consequential damages. 
 27.
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 Second Priority Debt Documents to which it is a party; 
 (b) (i) neither the Second Priority
Collateral Agent nor any other Agent or Second Priority 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 Second Priority Debt Document (irrespective of whether the Second Priority Collateral Agent or any other Agent or Second Priority
Secured Party has advised or is currently advising any of the Pledgors or their respective Affiliates on other matters) and neither the Second Priority Collateral Agent or other Agent or Second Priority 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 Second Priority Debt Documents; (ii) the Second Priority Collateral Agent and its
Affiliates, each other Agent and each other Second Priority 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 Second Priority Collateral Agent nor any other Agent or Second Priority Secured Party has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (iii) neither the
Second Priority Collateral Agent nor any other Agent or Second Priority Secured Party has provided and none will provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby


  
 -15- 








 
(including any amendment, waiver or other modification hereof or of any other Second Priority 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 Second Priority Collateral Agent or any other Agent or Second Priority 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 Second Priority Debt Documents or otherwise exists by virtue of the transactions
contemplated hereby among the Agents and any other Second Priority Secured Party or among the Pledgors, the Agents and any other Second Priority Secured Party. 

28. 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] 

  
 -16- 








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

        each as Pledgor

		
	By:		/s/ Philip Cook
			Name: Philip Cook
			 Title: Executive Vice President and Chief Financial Officer




  
 Signature Page 

Samson Investment Company 
 Second
Priority Pledge Agreement 








 
			
	 BANK OF AMERICA, N.A. 


      as Second Priority Collateral Agent

		
	By:		/s/ DeWayne D. Rosse
			Name: DeWayne D. Rosse
			Title: Agency Management Officer



  
 Signature Page to the
Pledge Agreement 








 SCHEDULE 1 

TO THE SECOND PRIORITY 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 Lone Star, LLC (formerly known as Samson LS, LLC)	 	Delaware	 	membership interest	 	2, 4	 	11	 	1%
	 Samson Holdings, Inc.
	 	Samson Lone Star, LLC (formerly known as 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 SECOND PRIORITY PLEDGE AGREEMENT 

SUPPLEMENT NO. [    ], dated as of [            ],
201    (this “Supplement”) to the SECOND PRIORITY PLEDGE AGREEMENT, dated as of September 25, 2012 (the “Second Priority 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 Bank of America, N.A., as collateral agent (in such capacity, together with its successors, the “Second Priority Collateral Agent”) under the Second Priority Credit Agreement referred to below for
the benefit of the Second Priority Secured Parties. 
  

	 	A.	Reference is made to (a) that certain Second Priority Credit Agreement, dated as of September 25, 2012 (the “Second Priority Credit Agreement”) among the Borrower, the banks, financial institutions
and other lending institutions from time to time party thereto (the “Lenders”), Bank of America, N.A., as Administrative Agent and Collateral Agent and (b) the Guarantee, dated as of September 25, 2012 (the
“Guarantee”), among the Guarantors party thereto and the Second Priority 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 Second Priority Pledge Agreement or the Second
Priority Credit Agreement, as applicable. The rules of construction and the interpretive provisions specified in Section 0(c) of the Second Priority Pledge Agreement shall apply to this Supplement, including terms defined in the preamble and
recitals hereto. 

  

	 	C.	The Pledgors have entered into the Second Priority Pledge Agreement in order to induce the Second Priority Secured Parties to enter into the Second Priority Credit Agreement and to make their respective Loans to the
Borrower thereunder. 

  

	 	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 Second Priority 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 Second Priority Pledge Agreement (the “After-acquired Additional Pledged Debt”) referred to collectively herein as the “Additional
Pledged Debt”). 

  

	 	E.	Section 9.19 of the Second Priority 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 requirements of Section 9(b) of the Second Priority Pledge Agreement to pledge to the Second Priority Collateral Agent, for the ratable benefit of the Second Priority 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 the Second Priority Secured Parties to enter into the Second Priority Credit Agreement and to make their respective Loans to the Borrower
thereunder. 


  
 A-1 








 Accordingly, the Second Priority Collateral Agent and each undersigned Additional Pledgor agree
as follows: 
 SECTION 1. In accordance with Section 9(b) of the Second Priority Pledge Agreement, each Additional Pledgor by its
signature hereby transfers, assigns and pledges to the Second Priority Collateral Agent, for the ratable benefit of the Second Priority Secured Parties, and hereby grants to the Second Priority Collateral Agent, for the ratable benefit of the Second
Priority 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 Second Priority 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 Second Priority 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 Second Priority Pledge Agreement applicable to it as a Pledgor thereunder. Each reference to a “Subsidiary
Pledgor” or a “Pledgor” in the Second Priority Pledge Agreement shall be deemed to include each Additional Pledgor. The Second Priority 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 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. 


  
 A-2 









	 	(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 9.10
of the Second Priority 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 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 second priority security interest in
such Collateral, prior to all other Liens on the Collateral other than the Senior Liens and Liens permitted to have a senior or equal ranking priority pursuant to Section 9.10 of the Second Priority Credit Agreement, securing the payment of the
Obligations, in favor of the Second Priority Collateral Agent, for the ratable benefit of the Second Priority 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 Second Priority Collateral Agent and the Borrower. This Supplement shall
become effective as to each Additional Pledgor when the Second Priority Collateral Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of such Additional Pledgor and the Second Priority Collateral
Agent. 
 SECTION [4] [5]. Except as expressly supplemented hereby, the Pledge Agreement shall remain in full force and effect. 

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. 

  
 A-3 








 SECTION [7] [8]. All notices, requests and demands pursuant hereto shall be made in accordance
with Section 18 of the Second Priority 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
Second Priority Credit Agreement. 
 [SIGNATURE PAGES FOLLOW] 

  
 A-4 








 IN WITNESS WHEREOF, each Additional Pledgor and the Second Priority Collateral Agent have duly
executed this Supplement to the Second Priority 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 Second Priority Pledge Agreement 







 
			
	BANK OF AMERICA, N.A.,
	    as Second Priority Collateral Agent
		
	By:		  

			Name:
			Title:


 Signature Page 

Samson Investment Company 

Supplement to Second Priority Pledge Agreement 







 SCHEDULE 1 

TO SUPPLEMENT NO. [    ] 

TO THE SECOND PRIORITY 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 D 

[RESERVED] 







 EXHIBIT E 

FORM OF NOTICE OF BORROWING 

September [    ], 2012 

Bank of America, 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 Second Lien Term Loan, to be dated as of
September 25, 2012 (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”) and Bank of America, N.A., as Administrative Agent and Collateral Agent (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 Initial Term Loans be made as follows: 

 

	 	1.	Aggregate principal amount of the requested Initial Term Loans is $1,000,000,000; 

  

	 	2.	Date of such Borrowing is [                        ]; 


 

	 	3.	Requested Borrowing is to be [an ABR Loan] [a LIBOR Loan]; 

  

	 	4.	In the case of a LIBOR Loan, the initial Interest Period applicable thereto is [                    ];1 

  

	 	5.	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 each of the representations and warranties of the Loan Parties set forth in the Loan
Documents shall be true and correct in all material respects on and as of the date of Borrowing set forth in clause (2) above, both before and after giving effect to the Initial Term Loans 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). 

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

 
  

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

  

	  	Interest Periods are to be one, two, three or six-month periods or, if available to all the Lenders making such LIBOR Loans as determined by such Lenders in good faith based on prevailing market conditions, any period
shorter than one month requested by the Borrower. 


  
 E-1 








 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:









 EXHIBIT F 

FORM OF LEGAL OPINION OF SIMPSON THACHER & BARTLETT LLP 







 EXHIBIT G-1 

FORM OF SECRETARY’S CERTIFICATE 

LOAN PARTY OMNIBUS CLOSING CERTIFICATE 

September 25, 2012 

Reference is made to the Second Lien Term Loan Credit Agreement, dated as of September 25, 2012 (the “Credit
Agreement”), among Samson Investment Company, a Nevada corporation (“SIC”), as the borrower, the banks, financial institutions and other lending institutions from time to time parties thereto and Bank of America, N.A., as
Administrative Agent and Collateral Agent. 
 The undersigned
[                    ], [Assistant] Secretary of each company listed on Schedule I hereto (each, a “Certifying Loan Party”), solely
in [his/her] capacity as [Assistant] Secretary of each Certifying Loan 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 (or a duly authorized committee thereof), Members or Sole Member, as the case may be, of each Certifying Loan Party,
authorizing (i) the execution, delivery and performance of the Loan Documents (as defined in the Credit Agreement) (and any agreements relating thereto) to which each such Certifying Loan Party 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 each such Certifying Loan 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 each Certifying Loan Party certified by the Secretary of
State of each such Certifying Loan Party’s jurisdiction of organization as of a recent date, as in effect at all times since the date shown on the attached certificate; 

(c) Attached hereto as Exhibit C is a true and complete copy of the by-laws or limited liability company agreement, as the case may be,
of each Certifying Loan 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 each Certifying Loan Party holding the offices indicated next to their respective names, and such officers hold such offices with such Certifying Loan 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 each Certifying Loan Party each
Loan Document to which it is a party and any certificate or other document to be delivered by the Certifying Loan Party pursuant to such Loan Documents. 

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

  
 G-1-1 








 IN WITNESS WHEREOF, the undersigned has hereto set [his/her] name as of the date first set forth
above. 
  

			
	EACH OF THE ENTITIES LISTED ON
	      SCHEDULE I HERETO
		
	By:		  

			Name:
			Title:


 The undersigned [            ],
[            ] of each Certifying Loan Party, solely in [his/her] capacity as [            ] of each such Certifying Loan Party
and not individually, hereby certifies that [            ] is the duly elected and qualified Secretary of each Certifying Loan Party and the signature set forth on the signature line for
such officer above is such officer’s true and genuine signature. 
  

	
	  
 Name:

	Title:


 Signature Page 

Samson Investment Company – Second Lien Term Loan Credit Agreement 

Secretary’s Certificate 







 Schedule I 

Certifying Loan Parties 







 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 G-2 

FORM OF OFFICER’S CERTIFICATE 

LOAN PARTY OFFICER’S CERTIFICATE 

September 25, 2012 

Reference is made to the Second Lien Term Loan Credit Agreement, dated as of September 25, 2012 (the “Credit
Agreement”), among Samson Investment Company, a Nevada corporation, as the Borrower, the banks, financial institutions and other lending institutions from time to time parties thereto (the “Lenders”) and Bank of America,
N.A., as Administrative Agent and Collateral Agent. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Credit Agreement. 

The undersigned [            ],
[            ] of each company listed on Schedule I hereto (each, a “Certifying Loan Party”), solely in [his/her] capacity as
[            ] of each Certifying Loan Party and not individually, hereby certifies that the representations and warranties made by each Certifying Loan Party in each of the Loan Documents,
in each case as they relate to each such Certifying Loan Party on the date hereof, 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 were true and correct in all material respects as of such earlier date). 
 [Remainder of
page intentionally left blank; signature page follows] 

  
 G-2-1 








 IN WITNESS WHEREOF, the undersigned has hereto set [his/her] name as of the first date set forth
above. 
  

			
	EACH OF THE ENTITIES LISTED ON
	      SCHEDULE I HERETO
		
	By:		  

			Name:
			Title:


 Signature Page 

Samson Investment Company – Second Lien Term Loan Credit Agreement 

Officer’s Certificate 







 Schedule I 

Certifying Loan Parties 







 EXHIBIT H 

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:		Bank of America, N.A., as Administrative Agent under the Credit Agreement (as defined below).
			
	5.		Credit Agreement:		The Second Lien Term Loan, dated as of September 25, 2012 (the “Credit Agreement”), among SAMSON INVESTMENT COMPANY, a Nevada corporation (the “Borrower”), the lenders from time to time
party thereto (the “Lenders”), and BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent, (such terms and each other capitalized term used but not defined herein having the meaning provided in Section 1 of the
Credit Agreement).


  
 H-1 








 6. Assigned Interest: 
  

													
	 Class of Loans
	  	Total Loans of all Lenders
of such Class	 	  	Amount of Loans Assigned	 	  	Percentage of all Loans
of such Class1	 
	 [Initial Term Loans] [Class [    ] Loans]
	  	$	                                   
 	  	  	$	                                   
 	  	  	 	                                   
 	% 

 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 Loans of all Lenders of such Class. 


  
 H-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 – Second Lien Term Loan Credit Agreement 

Assignment and Acceptance Agreement 








			
	Consented to and Accepted:
	
	 BANK OF AMERICA, N.A.,

    as Administrative Agent

		
	By:		  

			Name:
			Title:

 Signature Page 

Samson Investment Company – Second Lien Term Loan Credit Agreement 

Assignment and Acceptance Agreement 








			
	Consented to:
	
	SAMSON INVESTMENT COMPANY
		
	By:		  

			Name:
			Title:

 Signature Page 

Samson Investment Company – Second Lien Term Loan Credit Agreement 

Assignment and Acceptance Agreement 







 ANNEX 1 

STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT 

AND ACCEPTANCE AGREEMENT 
  

	 	A.	Representations and Warranties. 

  

	 	1.	Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse
claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and 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 Loan 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 “Loan Documents”), or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in
respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document. 


 

	 	2.	Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and to consummate the transactions
contemplated hereby and to become a Lender under the Credit Agreement, (ii) it [is not][is]1 an Affiliated Lender, (iii) it meets all the requirements to be an assignee under
Section 13.6(b)(i) [and 13.6(h)]2 of the Credit Agreement (subject to such consents, if any, as may be required thereunder), (iv) 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, (v) 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 (vi) 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 Loan Documents, and (ii) it will
perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. 

  

	 	B.	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. 


 

	1 	Include appropriate bracketed language depending on if Assignee is or is not an Affiliated Lender. 


	2 	 Include bracketed language if Assignee is an Affiliated Lender. 



  
 Annex 1-1 









	 	C.	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 1-2 








 EXHIBIT I 

FORM OF TERM LOAN NOTE 

            ,         

 FOR VALUE RECEIVED, the undersigned, Samson Investment Company, a Nevada corporation (the “Borrower”), hereby promises
to pay to                     or its registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement
(as hereinafter defined), the principal amount of (a) [AMOUNT] [ ($[            ])], or, if less, (b) the aggregate unpaid principal amount of the Loan from time to time made by the Lender
to the Borrower under that certain Second Lien Term Loan Credit Agreement, dated as September 25, 2012 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”;
the terms defined therein being used herein as therein defined), among the Borrower, the Lenders party thereto from time to time, BANK OF AMERICA, N.A., as Administrative Agent, and the other parties named therein. 

The Borrower promises to pay interest on the unpaid principal amount of the Loan made by the Lender from the date of such Loan until such
principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately
available funds at the Administrative Agent’s office or such other place as the Administrative Agent shall have specified. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand,
from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. 

This promissory note (this “Promissory Note”) is one of the promissory notes referred to in the Credit Agreement, is entitled
to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. The Loan evidenced hereby is guaranteed as provided therein and in the other Loan Documents. The Loans evidenced hereby are subject
to prepayment prior to the Maturity Date, in whole or in part, as provided in the Credit Agreement. The Loan made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business.
The Lender may also attach schedules to this Promissory Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. 

The Borrower, for itself, its successors and assigns, hereby waives presentment, protest and demand and notice of protest, demand, dishonor
and non-payment of this Promissory Note. 
 THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 

  
 I-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:


 Signature Page 

Samson Investment Company – Second Lien Term Loan Credit Agreement 

Term Loan Note 







 EXHIBIT J 

FORM OF SOLVENCY CERTIFICATE 

Date: September 25, 2012 
  

	To:	The Administrative Agent and each of the Lenders 


	  	party to the Credit Agreement referred to below 

  

	Re:	Second Lien Term Loan Credit Agreement, dated as of September 25, 2012 (the “Credit Agreement”), by and among Samson Investment Company, a Nevada corporation (the “Borrower”), the
lenders from time to time party thereto (the “Lenders”), and Bank of America, N.A., as Administrative Agent and Collateral Agent 


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 6.8 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. 
  

	 	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 

  
 J-1 








 
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 Loan 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 Loan 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 Section 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. 


 

	 	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] 

  
 J-2 








 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 – Second Lien Term Loan Credit Agreement 

Solvency Certificate 







 EXHIBIT K 

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 Second Lien Term Loan Credit Agreement, dated as of September 25, 2012 (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”), Bank of America, N.A., as Administrative Agent and Collateral Agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement. 

Pursuant to Section 5.4(e) of the Credit 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 K-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 Second Lien Term Loan Credit Agreement, dated as of September 25, 2012 (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”), Bank of America, N.A., as Administrative Agent and Collateral Agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement. 

Pursuant to Section 5.4(e) of the Credit 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 K-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 Second Lien Term Loan Credit Agreement, dated as of September 25, 2012 (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”), Bank of America, N.A., as Administrative Agent and Collateral Agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement. 

Pursuant to Section 5.4(e) and Section 13.6(c) of the Credit 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 K-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 Second Lien Term Loan Credit Agreement, dated as of September 25, 2012 (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”), Bank of America, N.A., as Administrative Agent and Collateral Agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement. 

Pursuant to Section 5.4(e) and Section 13.6(c) of the Credit 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[    ] 

Form of Non-Bank Certificate 







 EXHIBIT L 

FORM OF FIRST LIEN/SECOND LIEN INTERCEDITOR AGREEMENT 







 EXECUTION COPY 

SECOND LIEN INTERCREDITOR AGREEMENT 

Among 
 SAMSON INVESTMENT COMPANY,

 the other Grantors party hereto, 

JPMORGAN CHASE BANK, N.A., 
 as
Senior Representative for the Senior Secured Parties, 
 BANK OF AMERICA, N.A., 

as the Initial Second Priority Representative 

and 
 each additional
Representative from time to time party hereto 
 dated as of September 25, 2012 







 SECOND LIEN INTERCREDITOR AGREEMENT dated as of September 25, 2012 (as amended, supplemented
or otherwise modified from time to time, this “Agreement”), among SAMSON INVESTMENT COMPANY, a Nevada corporation (the “Company”), the other Grantors (as defined below) party hereto, JPMORGAN CHASE BANK, N.A., as
representative for the Senior Secured Parties (in such capacity, the “Senior Representative”), BANK OF AMERICA, N.A., as representative for the Initial Second Priority Debt Parties (in such capacity and together with its successors
in such capacity, the “Initial Second Priority Representative”), and each additional Second Priority Representative that from time to time becomes a party hereto pursuant to Section 8.09. 

In consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Senior Representative (for itself and on behalf of the Senior Secured Parties), the Initial Second Priority Representative (for itself and on behalf of the Initial Second Priority Debt Parties) and each additional Second
Priority Representative (for itself and on behalf of the Second Priority Debt Parties under the applicable Second Priority Debt Facility) agree as follows: 

ARTICLE I 
 Definitions

 SECTION 1.01. Certain Defined Terms. Capitalized terms used but not otherwise defined herein have the meanings set forth in
the Credit Agreement or, if defined in the UCC, the meanings specified therein. As used in this Agreement, the following terms have the meanings specified below: 

“Agreement” has the meaning assigned to such term in the introductory paragraph of this Agreement. 

“Bankruptcy Case” means a case under the Bankruptcy Code or any other Bankruptcy Law. 

“Bankruptcy Code” means Title 11 of the United States Code, as amended or any similar federal or state law for the relief of
debtors. 
 “Bankruptcy Law” means the Bankruptcy Code and any other federal, state or foreign law for the relief of
debtors, or any arrangement, reorganization, insolvency, moratorium, assignment for the benefit of creditors, any other marshalling of the assets or liabilities of the Company or any of its Subsidiaries, or similar law affecting creditors’
rights generally. 
 “Collateral” means the Senior Collateral and the Second Priority Collateral. 

“Collateral Documents” means the Senior Collateral Documents and the Second Priority Collateral Documents. 

“Company” has the meaning assigned to such term in the introductory paragraph of this Agreement. 







 “Credit Agreement” means that certain Credit Agreement, dated as of
December 21, 2011, among the Company, the banks, financial institutions and other lending institutions from time to time parties as lenders thereto, 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, as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time. 

“Debt Facility” means the Senior Facility and any Second Priority Debt Facility. 

“Designated Second Priority Representative” means (i) the Initial Second Priority Representative, until such time as the
Second Priority Debt Facility under the Initial Second Priority Debt Documents ceases to be the only Second Priority Debt Facility under this Agreement and (ii) thereafter, the Second Priority Representative designated from time to time by the
Initial Second Priority Representative, in a notice to the Senior Representative and the Company hereunder, as the “Designated Second Priority Representative” for purposes hereof. 

“DIP Financing” has the meaning assigned to such term in Section 6.01. 

“Discharge” means, with respect to any Shared Collateral and any Debt Facility, the date on which such Debt Facility and the
Senior Obligations or Second Priority Debt Obligations thereunder, as the case may be, are no longer secured by such Shared Collateral pursuant to the terms of the documentation governing such Debt Facility. The term “Discharged”
shall have a corresponding meaning. 
 “Discharge of Senior Obligations” means, with respect to any Shared Collateral, the
Discharge of the Senior Obligations with respect to such Shared Collateral; provided that the Discharge of Senior Obligations shall not be deemed to have occurred in connection with a Refinancing of such Senior Obligations secured by such
Shared Collateral. 
 “Grantors” means the Company and each Subsidiary or direct or indirect parent company of the Company
which has granted a security interest pursuant to any Collateral Document to secure any Secured Obligations. 

“Guarantors” means the “Guarantors” as defined in the Credit Agreement. 

“Initial Second Priority Loan Agreement” means that certain Second Lien Term Loan Credit Agreement dated as of
September 25, 2012, among the Company, Bank of America, N.A., as Administrative Agent and Collateral Agent, and the lenders party thereto. 

“Initial Second Priority Debt” means the Second Priority Debt incurred pursuant to the Initial Second Priority Debt
Documents. 
 “Initial Second Priority Debt Documents” means (i) the Initial Second Priority Loan Agreement and (ii) any
notes, security documents and other operative agreements evidencing or governing Indebtedness arising thereunder, including any agreement entered into for the purpose of securing such Indebtedness. 

  
 -2- 








 “Initial Second Priority Debt Obligations” (a) all principal of, and interest
(including any interest which accrues after the commencement of any Bankruptcy Case, whether or not allowed or allowable as a claim in any such proceeding) payable with respect to the Indebtedness arising pursuant to the Initial Second Priority Debt
Documents, (b) all other amounts payable to the related Initial Second Priority Debt Parties under the related Initial Second Priority Debt Documents and (c) any renewals or extensions of the foregoing. 

“Initial Second Priority Debt Parties” means the holders of any Initial Second Priority Debt Obligations and the Initial
Second Priority Representative. 
 “Initial Second Priority Representative” has the meaning assigned to such term in the
introductory paragraph to this Agreement. 
 “Insolvency or Liquidation Proceeding” means: 

(1) any case commenced by or against the Company or any other Grantor under any Bankruptcy Law, any other proceeding for the reorganization,
recapitalization or adjustment or marshalling of the assets or liabilities of the Company or any other Grantor, any receivership or assignment for the benefit of creditors relating to the Company or any other Grantor or any similar case or
proceeding relative to the Company or any other Grantor or its creditors, as such, in each case whether or not voluntary; 
 (2) any
liquidation, dissolution, marshalling of assets or liabilities or other winding up of or relating to the Company or any other Grantor, in each case whether or not voluntary and whether or not involving bankruptcy or insolvency; or 

(3) any other proceeding of any type or nature in which substantially all claims of creditors of the Company or any other Grantor are
determined and any payment or distribution is or may be made on account of such claims. 
 “Intellectual Property” means
all “Copyrights,” “Patents” and “Trademarks,” each as defined in the Security Agreement. 
 “Joinder
Agreement” means a supplement to this Agreement in the form of Annex III hereof required to be delivered by a Representative to the Senior Representative pursuant to Section 8.09 hereof in order to include an additional Debt Facility
hereunder and to become the Representative hereunder for the Second Priority Debt Parties under such Debt Facility. 

“Lien” means any interest in property securing an obligation owed to, or a claim by, a Person other than the owner of the
property, whether such interest is based on the common law, statute or contract, and whether such obligation or claim is fixed or contingent, and including (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. 

“Officer’s Certificate” has the meaning assigned to such term in Section 8.08. 

  
 -3- 








 “Person” means any individual, partnership, joint venture, firm, corporation,
limited liability company, association, trust or other enterprise or any Governmental Authority. 
 “Pledged or Controlled
Collateral” has the meaning assigned to such term in Section 5.05(a). 
 “Proceeds” means the proceeds of any
sale, collection or other liquidation of Shared Collateral and any payment or distribution made in respect of Shared Collateral in a Bankruptcy Case and any amounts received by the Senior Representative or any Senior Secured Party from a Second
Priority Debt Party in respect of Shared Collateral pursuant to this Agreement. 
 “Recovery” has the meaning assigned to
such term in Section 6.04. 
 “Refinance” means, in respect of any indebtedness, to refinance, extend, renew, defease,
amend, increase, modify, supplement, restructure, refund, replace or repay, or to issue other indebtedness or enter alternative financing arrangements, in exchange or replacement for such indebtedness (in whole or in part), including by adding or
replacing lenders, creditors, agents, borrowers and/or guarantors, and including in each case, but not limited to, after the original instrument giving rise to such indebtedness has been terminated and including, in each case, through any credit
agreement, indenture or other agreement. “Refinanced” and “Refinancing” have correlative meanings. 

“Registered Equivalent Notes” means, with respect to any notes originally issued in a Rule 144A or other private placement
transaction under the Securities Act of 1933, substantially identical notes (having the same guarantees) issued in a dollar for dollar exchange therefor pursuant to an exchange offer registered with the SEC. 

“Representatives” means the Senior Representative and the Second Priority Representatives. 

“SEC” means the United States Securities and Exchange Commission and any successor agency thereto. 

“Second Priority Class Debt” has the meaning assigned to such term in Section 8.09. 

“Second Priority Class Debt Parties” has the meaning assigned to such term in Section 8.09. 

“Second Priority Class Debt Representative” has the meaning assigned to such term in Section 8.09. 

“Second Priority Collateral” means any “Collateral” as defined in any Second Priority Debt Document or any other
assets of the Borrower or any other Grantor with respect to which a Lien is granted or purported to be granted pursuant to a Second Priority Collateral Document as security for any Second Priority Debt Obligation. 

  
 -4- 








 “Second Priority Collateral Documents” means each of the collateral agreements,
security agreements and other instruments and documents executed and delivered by the Company or any Grantor for purposes of providing collateral security for any Second Priority Debt Obligation. 

“Second Priority Debt” means any Indebtedness of the Borrower or any other Grantor guaranteed by the Guarantors (and not
guaranteed by any Subsidiary that is not a Guarantor), including the Initial Second Priority Debt, which Indebtedness and guarantees are secured by the Second Priority Collateral on a pari passu basis (but without regard to control of
remedies, other than as provided by the terms of the applicable Second Priority Debt Documents) with any other Second Priority Debt Obligations and the applicable Second Priority Debt Documents which provide that such Indebtedness and guarantees are
to be secured by such Second Priority Collateral on a subordinate basis to the Senior Obligations (and which is not secured by Liens on any assets of the Borrower or any other Grantor other than the Second Priority Collateral or which are not
included in the Senior Collateral); provided, however, that (i) such Indebtedness is permitted to be incurred, secured and guaranteed on such basis by each Senior Debt Document and Second Priority Debt Document and (ii) except in the
case of the Initial Second Priority Debt hereunder, the Representative for the holders of such Indebtedness shall have become party to this Agreement pursuant to, and by satisfying the conditions set forth in, Section 8.09 hereof. Second
Priority Debt shall include any Registered Equivalent Notes and guarantees thereof by the Guarantors issued in exchange therefor. 

“Second Priority Debt Documents” means the Initial Second Priority Debt Documents and, with respect to any series, issue or
class of Second Priority Debt, the promissory notes, indentures, Collateral Documents or other operative agreements evidencing or governing such Indebtedness, including the Second Priority Collateral Documents. 

“Second Priority Debt Facility” means each indenture or other governing agreement with respect to any Second Priority Debt
Obligations. 
 “Second Priority Debt Obligations” means the Initial Second Priority Debt Obligations and, with respect to
any series, issue or class of Second Priority Debt, (a) all principal of, and interest (including any interest which accrues after the commencement of any Bankruptcy Case, whether or not allowed or allowable as a claim in any such proceeding)
payable with respect to the Indebtedness arising pursuant to such Second Priority Debt Documents, (b) all other amounts payable to the related Second Priority Debt Parties under the related Second Priority Debt Documents and (c) any renewals or
extensions of the foregoing. 
 “Second Priority Debt Parties” means the Initial Second Priority Debt Parties and, with
respect to any series, issue or class of Second Priority Debt Obligations, the holders of such Second Priority Debt Obligations, the Representative with respect thereto, any trustee or agent therefor under any related Second Priority Debt Documents
and the beneficiaries of each indemnification obligation undertaken by the Borrower or any other Grantor under any related Second Priority Debt Documents. 

“Second Priority Lien” means the Liens on the Second Priority Collateral in favor of Second Priority Debt Parties under
Second Priority Collateral Documents. 

  
 -5- 








 “Second Priority Representative” means (i) in the case of the Initial Second
Priority Debt Obligations covered hereby, the Initial Second Priority Representative and (ii) in the case of any Second Priority Debt Facility, the Second Priority Debt Parties thereunder, the trustee, administrative agent, collateral agent,
security agent or similar agent under such Second Priority Debt Facility that is named as the Representative in respect of such Second Priority Debt Facility in the applicable Joinder Agreement. 

“Secured Obligations” means the Senior Obligations and the Second Priority Debt Obligations. 

“Secured Parties” means the Senior Secured Parties and the Second Priority Debt Parties. 

“Security Agreement” means the “Security Agreement” as defined in the Credit Agreement. 

“Senior Collateral” means any “Collateral” as defined in any Senior Debt Document or any other assets of the
Company or any other Grantor with respect to which a Lien is granted or purported to be granted pursuant to a Senior Collateral Document as security for any Senior Obligations. 

“Senior Collateral Documents” means the Security Agreement and the other “Security Documents” as defined in the
Credit Agreement and each of the collateral agreements, security agreements and other instruments and documents executed and delivered by the Company or any other Grantor for purposes of providing collateral security for any Senior Obligation. 

“Senior Debt Documents” means the Credit Agreement and the other “Credit Documents” as defined in the Credit
Agreement. 
 “Senior Facility” means the Credit Agreement. 

“Senior Lien” means the Liens on the Senior Collateral in favor of the Senior Secured Parties under the Senior Collateral
Documents. 
 “Senior Obligations” means the “Obligations” as defined in the Credit Agreement. 

“Senior Representative” has the meaning assigned to such term in the introductory paragraph of this Agreement. 

“Senior Secured Parties” means the “Secured Parties” as defined in the Credit Agreement. 

“Shared Collateral” means, at any time, Collateral in which the holders of Senior Obligations under the Senior Facility and
the holders of Second Priority Debt Obligations under at least one Second Priority Debt Facility (or their Representatives) hold a security interest at such time (or, in the case of the Senior Facility, are deemed pursuant to Article II to hold a


  
 -6- 








 
security interest). If, at any time, any portion of the Senior Collateral does not constitute Second Priority Collateral under one or more Second Priority Debt Facilities, then such portion of
such Senior Collateral shall constitute Shared Collateral only with respect to the Second Priority Debt Facilities for which it constitutes Second Priority Collateral and shall not constitute Shared Collateral for any Second Priority Debt Facility
which does not have a security interest in such Collateral at such time. 
 “Subsidiary” of any Person shall mean and
include (a) any corporation more than 50% of whose Capital 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 Capital
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, (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 specified, all references herein to a
“Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Company. 
 “Uniform
Commercial Code” or “UCC” means the Uniform Commercial Code as from time to time in effect in the State of New York, or the Uniform Commercial Code (or any similar or comparable legislation) of another jurisdiction, to the
extent it may be required to apply to any item or items of Collateral. 
 SECTION 1.02. Terms Generally. The definitions of terms
herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes”
and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires
otherwise, (i) any definition of or reference to any agreement, instrument, other document, statute or regulation herein shall be construed as referring to such agreement, instrument, other document, statute or regulation as from time to time
amended, supplemented or otherwise modified, (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, but shall not be deemed to include the subsidiaries of such Person unless express reference
is made to such subsidiaries, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof,
(iv) all references herein to Articles, Sections and Annexes shall be construed to refer to Articles, Sections and Annexes of this Agreement, (v) unless otherwise expressly qualified herein, 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 and (vi) the term “or” is not exclusive. 

  
 -7- 








 ARTICLE II 

Priorities and Agreements with Respect to Shared Collateral 

SECTION 2.01. Subordination. 

(a) Notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection
of any Liens granted to any Second Priority Representative or any Second Priority Debt Parties on the Shared Collateral or of any Liens granted to the Senior Representative or any other Senior Secured Party on the Shared Collateral (or any actual or
alleged defect in any of the foregoing) or any defect or deficiencies in, or failure to perfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise and notwithstanding any provision of the UCC, any applicable law, any
Second Priority Debt Document or any Senior Debt Document or any other circumstance whatsoever, each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, hereby agrees that
(a) any Lien on the Shared Collateral securing any Senior Obligations now or hereafter held by or on behalf of the Senior Representative or any other Senior Secured Party or other agent or trustee therefor, regardless of how acquired, whether by
grant, statute, operation of law, subrogation or otherwise, shall have priority over and be senior in all respects and prior to any Lien on the Shared Collateral securing any Second Priority Debt Obligations and (b) any Lien on the Shared Collateral
securing any Second Priority Debt Obligations now or hereafter held by or on behalf of any Second Priority Representative, any Second Priority Debt Parties or any Second Priority Representative or other agent or trustee therefor, regardless of how
acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Shared Collateral securing any Senior Obligations. All Liens on the Shared Collateral securing any
Senior Obligations shall be and remain senior in all respects and prior to all Liens on the Shared Collateral securing any Second Priority Debt Obligations for all purposes, whether or not such Liens securing any Senior Obligations are subordinated
to any Lien securing any other obligation of the Company, any Grantor or any other Person or otherwise subordinated, voided, avoided, invalidated or lapsed. 

SECTION 2.02. Nature of Senior Lender Claims. Each Second Priority Representative, on behalf of itself and each Second Priority Debt
Party under its Second Priority Debt Facility, acknowledges that (a) a portion of the Senior Obligations may be revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and
subsequently reborrowed, (b) the terms of the Senior Debt Documents and the Senior Obligations may be amended, supplemented or otherwise modified, and the Senior Obligations, or a portion thereof, may be Refinanced from time to time and (c) the
aggregate amount of the Senior Obligations may be increased, in each case, without notice to or consent by the Second Priority Representatives or the Second Priority Debt Parties and without affecting the provisions hereof. The Lien priorities
provided for in Section 2.01 shall not be altered or otherwise affected by any amendment, supplement or other modification, or any Refinancing, of either the Senior Obligations or the Second Priority Debt Obligations, or any portion thereof. As
between the Company and the other Grantors and the Second Priority Debt Parties, the foregoing provisions will not limit or otherwise affect the obligations of the Company and the Grantors contained in any Second Priority Debt Document with respect
to the incurrence of additional Senior Obligations. 
 SECTION 2.03. Prohibition on Contesting Liens. Each of the Second Priority
Representatives, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that it shall not (and hereby waives any right to) contest or support any other Person in contesting, in any proceeding
(including any Insolvency or Liquidation 

  
 -8- 








 
Proceeding), the validity, extent, perfection, priority or enforceability of any Lien securing any Senior Obligations held (or purported to be held) by or on behalf of the Senior Representative
or any of the other Senior Secured Parties or other agent or trustee therefor in any Senior Collateral, and the Senior Representative, for itself and on behalf of each Senior Secured Party under the Senior Facility, agrees that it shall not (and
hereby waives any right to) contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the validity, extent, perfection, priority or enforceability of any Lien securing any Second
Priority Debt Obligations held (or purported to be held) by or on behalf of any Second Priority Representative or any of the Second Priority Debt Parties in the Second Priority Collateral. Notwithstanding the foregoing, no provision in this
Agreement shall be construed to prevent or impair the rights of the Senior Representative to enforce this Agreement (including the priority of the Liens securing the Senior Obligations as provided in Section 2.01) or any of the Senior Debt
Documents. 
 SECTION 2.04. No New Liens. The parties hereto agree that, so long as the Discharge of Senior Obligations has not
occurred, (a) none of the Grantors shall grant or permit any additional Liens on any asset or property of any Grantor to secure any Second Priority Debt Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or
property of such Grantor to secure the Senior Obligations; and (b) if any Second Priority Representative or any Second Priority Debt Party shall hold any Lien on any assets or property of any Grantor securing any Second Priority Obligations that are
not also subject to the first-priority Liens securing all Senior Obligations under the Senior Collateral Documents, such Second Priority Representative or Second Priority Debt Party (i) shall notify the Senior Representative promptly upon becoming
aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to the Senior Representative as security for the Senior Obligations, shall assign such Lien to the Senior Representative as security for all Senior
Obligations for the benefit of the Senior Secured Parties (but may retain a junior lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to the Senior Representative, shall be
deemed to hold and have held such Lien for the benefit of the Senior Representative and the other Senior Secured Parties as security for the Senior Obligations. 

SECTION 2.05. Perfection of Liens. Except for the limited agreements of the Senior Representative pursuant to Section 5.05 hereof,
neither the Senior Representative nor the Senior Secured Parties shall be responsible for perfecting and maintaining the perfection of Liens with respect to the Shared Collateral for the benefit of the Second Priority Representatives or the Second
Priority Debt Parties. The provisions of this Agreement are intended solely to govern the respective Lien priorities as between the Senior Secured Parties and the Second Priority Debt Parties and shall not impose on the Senior Representative, the
Senior Secured Parties, the Second Priority Representatives, the Second Priority Debt Parties or any agent or trustee therefor any obligations in respect of the disposition of Proceeds of any Shared Collateral which would conflict with prior
perfected claims therein in favor of any other Person or any order or decree of any court or governmental authority or any applicable law. 

SECTION 2.06. Certain Cash Collateral. Notwithstanding anything in this Agreement or any other Senior Debt Documents or Second Priority
Debt Documents to the contrary, collateral consisting of cash and cash equivalents pledged to secure Senior Obligations 

  
 -9- 








 
consisting of reimbursement obligations in respect of Letters of Credit or otherwise held by the Senior Representative pursuant to Section 3.8 of the Credit Agreement as in effect on the
date hereof (or any equivalent successor provision) shall be applied as specified in the Credit Agreement and will not constitute Shared Collateral. 

ARTICLE III 
 Enforcement

 SECTION 3.01. Exercise of Remedies. 

(a) So long as the Discharge of Senior Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced
by or against the Company or any other Grantor, (i) neither any Second Priority Representative nor any Second Priority Debt Party will (x) exercise or seek to exercise any rights or remedies (including setoff or recoupment) with respect to any
Shared Collateral in respect of any Second Priority Debt Obligations, or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure); provided, that the Designated Second Priority
Representative may exercise any or all such rights (but not rights the exercise of which is otherwise prohibited by this Agreement including Article VI hereof) after a period (the “Standstill Period”) of 180 consecutive days has
elapsed from the date of delivery of written notice from the Designated Second Priority Representative to the Senior Representative stating that (A) an Event of Default (as defined under the Second Priority Debt Documents) has occurred and is
continuing thereunder, (B) the Second Priority Debt Obligations are currently due and payable in full (whether as a result of acceleration thereof or otherwise) in accordance with the terms of the Second Priority Debt Documents, and (C) the
Designated Second Priority Representative intends to exercise its rights to take such actions, only so long as the Senior Representative or Senior Secured Parties are not then diligently pursuing their rights and remedies with respect to all or a
material portion of the Shared Collateral or diligently attempting to vacate any stay or prohibition against such exercise or the Company or any other Grantor is then a debtor under or with respect to (or otherwise subject to ) any Insolvency or
Liquidation Proceeding, (y) contest, protest or object to any foreclosure proceeding or action brought with respect to the Shared Collateral or any other Senior Collateral by the Senior Representative or any Senior Secured Party in respect of the
Senior Obligations, the exercise of any right by the Senior Representative or any Senior Secured Party (or any agent or sub-agent on their behalf) in respect of the Senior Obligations under any lockbox agreement, control agreement, landlord waiver
or bailee’s letter or similar agreement or arrangement to which the Senior Representative or any Senior Secured Party either is a party or may have rights as a third party beneficiary, or any other exercise by any such party of any rights and
remedies relating to the Shared Collateral under the Senior Debt Documents or otherwise in respect of the Senior Collateral or the Senior Obligations, or (z) object to the forbearance by the Senior Secured Parties from bringing or pursuing any
foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Shared Collateral in respect of Senior Obligations and (ii) except as otherwise provided herein, the Senior Representative and the Senior Secured
Parties shall have the exclusive right to enforce rights, exercise remedies (including setoff, recoupment and the right to credit bid their debt) and make determinations regarding the release, disposition or restrictions with respect to the Shared
Collateral without any consultation with or the consent of any Second 

  
 -10- 








 
Priority Representative or any Second Priority Debt Party; provided, however, that (A) in any Insolvency or Liquidation Proceeding commenced by or against the Company or any other
Grantor, any Second Priority Representative may file a claim, proof of claim, or statement of interest with respect to the Second Priority Debt Obligations under its Second Priority Debt Facility, (B) any Second Priority Representative may take any
action (not adverse to the prior Liens on the Shared Collateral securing the Senior Obligations or the rights of the Senior Representative or the Senior Secured Parties to exercise remedies in respect thereof) in order to create, prove, perfect,
preserve or protect (but not enforce) its rights in, and perfection and priority of its Lien on, the Shared Collateral, (C) any Second Priority Representative and the Second Priority Secured Parties may exercise their rights and remedies as
unsecured creditors, as provided in Section 5.04, (D) any Second Priority Representative may exercise the rights and remedies provided for in Article VI, (E) in any Insolvency or Liquidation Proceeding, any Second Priority Secured Party may
file any necessary or appropriate responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims or Liens of the Second
Priority Secured Parties, including without limitation any claims secured by the Shared Collateral, if any, in each case in accordance with the terms of this Agreement, and (F) in any Insolvency or Liquidation Proceeding, the Second Priority Secured
Parties may vote on any plan of reorganization, but only to the extent consistent with the provisions hereof. In exercising rights and remedies with respect to the Senior Collateral, the Senior Representative and the Senior Secured Parties may
enforce the provisions of the Senior Debt Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an
agent appointed by them to sell or otherwise dispose of Shared Collateral upon foreclosure, to incur expenses in connection with such sale or disposition and to exercise all the rights and remedies of a secured lender under the Uniform Commercial
Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. 
 (b) So long as the
Discharge of Senior Obligations has not occurred, each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, agrees that it will not, in the context of its role as secured
creditor, take or receive any Shared Collateral or any Proceeds of Shared Collateral in connection with the exercise of any right or remedy (including setoff and recoupment) with respect to any Shared Collateral in respect of Second Priority Debt
Obligations. Without limiting the generality of the foregoing, unless and until the Discharge of Senior Obligations has occurred, except as expressly provided in the proviso in clause (ii) of Section 3.01(a), the sole right of the Second
Priority Representatives and the Second Priority Debt Parties with respect to the Shared Collateral is to hold a Lien on the Shared Collateral in respect of Second Priority Debt Obligations pursuant to the Second Priority Debt Documents for the
period and to the extent granted therein and to receive a share of the Proceeds thereof, if any, after the Discharge of Senior Obligations has occurred. 

(c) Subject to the proviso in clause (ii) of Section 3.01(a), (i) each Second Priority Representative, for itself and on behalf of each
Second Priority Debt Party under its Second Priority Debt Facility, agrees that neither such Second Priority Representative nor any such Second Priority Debt Party will take any action that would hinder any exercise of remedies undertaken by the
Senior Representative or any Senior Secured Party with respect to the Shared 

  
 -11- 








 
Collateral under the Senior Debt Documents, including any sale, lease, exchange, transfer or other disposition of the Shared Collateral, whether by foreclosure or otherwise, and (ii) each Second
Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, hereby waives any and all rights it or any such Second Priority Debt Party may have as a junior lien creditor or otherwise
to object to the manner in which the Senior Representative or the Senior Secured Parties seek to enforce or collect the Senior Obligations or the Liens granted on any of the Senior Collateral, regardless of whether any action or failure to act by or
on behalf of the Senior Representative or any other Senior Secured Party is adverse to the interests of the Second Priority Debt Parties. 

(d) Each Second Priority Representative hereby acknowledges and agrees that no covenant, agreement or restriction contained in any Second
Priority Debt Document shall be deemed to restrict in any way the rights and remedies of the Senior Representative or the Senior Secured Parties with respect to the Senior Collateral as set forth in this Agreement and the Senior Debt Documents. 

(e) Until the Discharge of Senior Obligations, the Senior Representative shall have the exclusive right to exercise any right or remedy with
respect to the Shared Collateral and shall have the exclusive right to determine and direct the time, method and place for exercising such right or remedy or conducting any proceeding with respect thereto. Following the Discharge of Senior
Obligations, the Designated Second Priority Representative shall have the exclusive right to exercise any right or remedy with respect to the Collateral, and the Designated Second Priority Representative shall have the exclusive right to direct the
time, method and place of exercising or conducting any proceeding for the exercise of any right or remedy available to the Second Priority Debt Parties with respect to the Collateral, or of exercising or directing the exercise of any trust or power
conferred on the Second Priority Representatives, or for the taking of any other action authorized by the Second Priority Collateral Documents; provided, however, that nothing in this Section shall impair the right of any Second
Priority Representative or other agent or trustee acting on behalf of the Second Priority Debt Parties to take such actions with respect to the Collateral after the Discharge of Senior Obligations as may be otherwise required or authorized pursuant
to any intercreditor agreement governing the Second Priority Debt Parties or the Second Priority Debt Obligations. 
 SECTION 3.02.
Cooperation. Subject to the proviso in clause (ii) of Section 3.01(a), each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, agrees that, unless and until
the Discharge of Senior Obligations has occurred, it will not commence, or join with any Person (other than the Senior Secured Parties and the Senior Representative upon the request of the Senior Representative) in commencing, any enforcement,
collection, execution, levy or foreclosure action or proceeding with respect to any Lien held by it in the Shared Collateral under any of the Second Priority Debt Documents or otherwise in respect of the Second Priority Debt Obligations. 

SECTION 3.03. Actions upon Breach. Should any Second Priority Representative or any Second Priority Debt Party, contrary to this
Agreement, in any way take, attempt to take or threaten to take any action with respect to the Shared Collateral (including any attempt to realize upon or enforce any remedy with respect to this Agreement) or fail to take any action required by this
Agreement, the Senior Representative or other Senior Secured Party (in 

  
 -12- 








 
its or their own name or in the name of the Company or any other Grantor) may obtain relief against such Second Priority Representative or such Second Priority Debt Party by injunction, specific
performance or other appropriate equitable relief. Each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, hereby (i) agrees that the Senior Secured Parties’ damages
from the actions of the Second Priority Representatives or any Second Priority Debt Party may at that time be difficult to ascertain and may be irreparable and waives any defense that the Company, any other Grantor or the Senior Secured Parties
cannot demonstrate damage or be made whole by the awarding of damages and (ii) irrevocably waives any defense based on the adequacy of a remedy at law and any other defense that might be asserted to bar the remedy of specific performance in any
action that may be brought by the Senior Representative or any other Senior Secured Party. 
 ARTICLE IV 

Payments 
 SECTION 4.01.
Application of Proceeds. After an event of default under any Senior Debt Document has occurred and until such event of default is cured or waived, so long as the Discharge of Senior Obligations has not occurred, the Shared Collateral or
Proceeds thereof received in connection with the sale or other disposition of, or collection on, such Shared Collateral upon the exercise of remedies shall be applied by the Senior Representative to the Senior Obligations in such order as specified
in the relevant Senior Debt Documents until the Discharge of Senior Obligations has occurred. Upon the Discharge of Senior Obligations, the Senior Representative shall deliver promptly to the Designated Second Priority Representative any Shared
Collateral or Proceeds thereof held by it in the same form as received, with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct, to be applied by the Designated Second Priority Representative to the Second
Priority Debt Obligations in such order as specified in the relevant Second Priority Debt Documents. 
 SECTION 4.02. Payments Over.
Unless and until the Discharge of Senior Obligations has occurred, any Shared Collateral or Proceeds thereof received by any Second Priority Representative or any Second Priority Debt Party in connection with the exercise of any right or remedy
(including setoff or recoupment) relating to the Shared Collateral shall be segregated and held in trust for the benefit of and promptly paid over to the Senior Representative for the benefit of the Senior Secured Parties in the same form as
received, with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. The Senior Representative is hereby authorized to make any such endorsements as agent for each of the Second Priority Representatives or any
such Second Priority Debt Party. This authorization is coupled with an interest and is irrevocable. 

  
 -13- 








 ARTICLE V 

Other Agreements 
 SECTION
5.01. Releases. 
 (a) Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its
Second Priority Debt Facility, agrees that, in the event of a sale, transfer or other disposition of any specified item of Shared Collateral (including all or substantially all of the equity interests of any subsidiary of the Company) (i) in
connection with the exercise of remedies in respect of Collateral or (ii) if not in connection with the exercise of remedies in respect of the Collateral, so long as an Event of Default (as defined in and under any Second Priority Debt Document) has
not occurred and is continuing, the Liens granted to the Second Priority Representatives and the Second Priority Debt Parties upon such Shared Collateral to secure Second Priority Debt Obligations shall terminate and be released, automatically and
without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior Obligations. Upon delivery to a Second Priority Representative of an Officer’s Certificate stating that
any such termination and release of Liens securing the Senior Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Second Priority Debt Parties and the Second Priority
Representatives) and any necessary or proper instruments of termination or release prepared by the Company or any other Grantor, such Second Priority Representative will promptly execute, deliver or acknowledge, at the Company’s or the other
Grantor’s sole cost and expense, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Second Priority Representative, for itself and on
behalf of the Second Priority Debt Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents. 

(b) Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility,
hereby irrevocably constitutes and appoints the Senior Representative and any officer or agent of the Senior Representative, 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 Second Priority Representative or such Second Priority Debt Party or in the Senior Representative’s own name, from time to time in the Senior Representative’s discretion, for the purpose of carrying out the terms of
Section 5.01(a), 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 Section 5.01(a), including any termination statements,
endorsements or other instruments of transfer or release. 
 (c) Unless and until the Discharge of Senior Obligations has occurred, each
Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, hereby consents to the application, whether prior to or after an event of default under any Senior Debt Document of
proceeds of Shared Collateral to the repayment of Senior Obligations pursuant to the Senior Debt Documents, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Second Priority
Representatives or the Second Priority Debt Parties to receive proceeds in connection with the Second Priority Debt Obligations not otherwise in contravention of this Agreement. 

  
 -14- 








 (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the
event the terms of a Senior Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral to, (ii) to deliver or afford control over (to the extent only one
party can have control of such Shared Collateral) any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any
Shared Collateral or the rights thereunder, and (iv) to hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), in favor of, in any case, both
the Senior Representative and any Second Priority Representative or Second Priority Debt Party, such Grantor may, until the Discharge of Senior Obligations has occurred, comply with such requirement under the Second Priority Collateral Document as
it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Senior Representative. 

SECTION 5.02. Insurance and Condemnation Awards. Unless and until the Discharge of Senior Obligations has occurred, the Senior
Representative and the Senior Secured Parties shall have the sole and exclusive right, subject to the rights of the Grantors under the Senior Debt Documents, (a) to adjust settlement for any insurance policy covering the Shared Collateral in the
event of any loss thereunder and (b) to approve any award granted in any condemnation or similar proceeding affecting the Shared Collateral. Unless and until the Discharge of Senior Obligations has occurred, all proceeds of any such policy and any
such award, if in respect of the Shared Collateral, shall be paid (i) first, prior to the occurrence of the Discharge of Senior Obligations, to the Senior Representative for the benefit of Senior Secured Parties pursuant to the terms of the Senior
Debt Documents, (ii) second, after the occurrence of the Discharge of Senior Obligations, to the Designated Second Priority Representative for the benefit of the Second Priority Debt Parties pursuant to the terms of the applicable Second Priority
Debt Documents and (iii) third, if no Second Priority Debt Obligations are outstanding, to the owner of the subject property, such other Person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. If any Second
Priority Representative or any Second Priority Debt Party shall, at any time, receive any proceeds of any such insurance policy or any such award in contravention of this Agreement, it shall pay such proceeds over to the Senior Representative in
accordance with the terms of Section 4.02. 
 SECTION 5.03. Amendments to Second Priority Collateral Documents. 

(a) Except to the extent not prohibited by any Senior Debt Document, no Second Priority Collateral Document may be amended, supplemented or
otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. The Company
agrees to deliver to the Senior Representative copies of (i) any amendments, supplements or other modifications to the Second Priority Collateral Documents and (ii) any new Second Priority Collateral Documents promptly after effectiveness thereof.
Each Second Priority Representative, for itself and on behalf of each Second Priority 

  
 -15- 








 
Debt Party under its Second Priority Debt Facility, agrees that each Second Priority Collateral Document under its Second Priority Debt Facility shall include the following language (or language
to similar effect reasonably approved by the Senior Representative): 
 “Notwithstanding anything herein to the contrary, (i) the liens
and security interests granted to the [Second Priority Representative] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Secured Parties (as defined in the
Intercreditor Agreement referred to below), including liens and security interests granted to JPMorgan Chase Bank, N.A., as administrative agent, pursuant to or in connection with the Credit Agreement, dated as of December 21, 2011 (as amended,
restated, supplemented or otherwise modified from time to time), among the Company, the banks, financial institutions and other lending institutions from time to time parties as lenders thereto, 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 (ii) the exercise of any right or remedy by [Insert Second Priority Representative] hereunder is subject to
the limitations and provisions of the Intercreditor Agreement dated as of September 25, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among JPMorgan Chase
Bank, N.A., as Senior Representative, [] and its subsidiaries and affiliated entities party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor
Agreement shall govern.” 
 (b) In the event that the Senior Representative or the Senior Secured Parties enter into any amendment,
waiver or consent in respect of any of the Senior Collateral Documents for the purpose of adding to or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Collateral Document or changing in any manner the
rights of the Senior Representative, the Senior Secured Parties, the Company or any other Grantor thereunder (including the release of any Liens in Senior Collateral), then such amendment, waiver or consent shall apply automatically to any
comparable provision of each comparable Second Priority Collateral Document without the consent of any Second Priority Representative or any Second Priority Debt Party and without any action by any Second Priority Representative, the Company or any
other Grantor; provided, however, that (A) no such amendment, waiver or consent shall have the effect of (i) removing assets subject to the Lien of the Second Priority Collateral Documents, except to the extent that a release of such
Lien is permitted by Section 5.01 of this Agreement and provided that there is a corresponding release of the Lien securing the Senior Obligations, (ii) imposing duties on the Designated Second Priority Representative without its consent or
(iii) altering the terms of the Second Priority Debt Documents to permit other Liens on the Collateral not permitted under the terms of the Second Priority Debt Documents as in effect on the date hereof or Article VI hereof and (B) written notice of
such amendment, waiver or consent shall have been given to each Second Priority Representative within 10 Business Days after the effectiveness of such amendment, waiver or consent. 

SECTION 5.04. Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the Second Priority
Representatives and the Second Priority Debt Parties may exercise rights and remedies as unsecured creditors against the Company and any other Grantor in accordance with the terms of the Second Priority Debt Documents and


  
 -16- 








 
applicable law so long as such rights and remedies do not violate any express provision of this Agreement. Nothing in this Agreement shall prohibit the receipt by any Second Priority
Representative or any Second Priority Debt Party of the required payments of principal, premium, interest, fees and other amounts due under the Second Priority Debt Documents so long as such receipt is not the direct or indirect result of the
exercise by a Second Priority Representative or any Second Priority Debt Party of rights or remedies as a secured creditor in respect of Shared Collateral. In the event any Second Priority Representative or any Second Priority Debt Party becomes a
judgment lien creditor in respect of Shared Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Debt Obligations, such judgment lien shall be subordinated to the Liens securing Senior
Obligations on the same basis as the other Liens securing the Second Priority Debt Obligations are so subordinated to such Liens securing Senior Obligations under this Agreement. Nothing in this Agreement shall impair or otherwise adversely affect
any rights or remedies the Senior Representative or the Senior Secured Parties may have with respect to the Senior Collateral. 
 SECTION
5.05. Gratuitous Bailee for Perfection. 
 (a) The Senior Representative acknowledges and agrees that if it shall at any time hold a
Lien securing any Senior Obligations on any Shared Collateral that can be perfected by the possession or control of such Shared Collateral or of any account in which such Shared Collateral is held, and if such Shared Collateral or any such account
is in fact in the possession or under the control of the Senior Representative, or of agents or bailees of such Person (such Shared Collateral being referred to herein as the “Pledged or Controlled Collateral”), or if it shall any
time obtain any landlord waiver or bailee’s letter or any similar agreement or arrangement granting it rights or access to Shared Collateral, the Senior Representative shall also hold such Pledged or Controlled Collateral, or take such actions
with respect to such landlord waiver, bailee’s letter or similar agreement or arrangement, as sub-agent or gratuitous bailee for the relevant Second Priority Representatives, in each case solely for the purpose of perfecting the Liens granted
under the relevant Second Priority Collateral Documents and subject to the terms and conditions of this Section 5.05. 
 (b) The rights
of the Second Priority Representatives and the Second Priority Debt Parties with respect to the Pledged or Controlled Collateral shall at all times be subject to the terms of this Agreement. 

(c) The Senior Representative and the Senior Secured Parties shall have no obligation whatsoever to the Second Priority Representatives or any
Second Priority Debt Party to assure that any of the Pledged or Controlled Collateral is genuine or owned by the Grantors or to protect or preserve rights or benefits of any Person or any rights pertaining to the Shared Collateral, except as
expressly set forth in this Section 5.05. The duties or responsibilities of the Senior Representative under this Section 5.05 shall be limited solely to holding or controlling the Shared Collateral and the related Liens referred to in
paragraphs (a) and (b) of this Section 5.05 as sub-agent and gratuitous bailee for the relevant Second Priority Representative for purposes of perfecting the Lien held by such Second Priority Representative. 

(d) The Senior Representative shall not have by reason of the Second Priority Collateral Documents or this Agreement, or any other document, a
fiduciary relationship in 

  
 -17- 








 
respect of any Second Priority Representative or any Second Priority Debt Party, and each, Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its
Second Priority Debt Facility, hereby waives and releases the Senior Representative from all claims and liabilities arising pursuant to the Senior Representative’s roles under this Section 5.05 as sub-agent and gratuitous bailee with
respect to the Shared Collateral. 
 (e) Following the Discharge of Senior Obligations, the Senior Representative shall, at the
Grantors’ sole cost and expense, (i) (A) deliver to the Designated Second Priority Representative, to the extent that it is legally permitted to do so, all Shared Collateral, including all proceeds thereof, held or controlled by the Senior
Representative or any of its agents or bailees, including the transfer of possession and control, as applicable, of the Pledged or Controlled Collateral, together with any necessary endorsements and notices to depositary banks, securities
intermediaries and commodities intermediaries, and assign its rights under any landlord waiver or bailee’s letter or any similar agreement or arrangement granting it rights or access to Shared Collateral, or (B) direct and deliver such Shared
Collateral as a court of competent jurisdiction may otherwise direct, (ii) notify any applicable insurance carrier that it is no longer entitled to be a loss payee or additional insured under the insurance policies of any Grantor issued by such
insurance carrier and (iii) notify any governmental authority involved in any condemnation or similar proceeding involving any Grantor that the Designated Second Priority Representative is entitled to approve any awards granted in such proceeding.
The Company and the other Grantors shall take such further action as is required to effectuate the transfer contemplated hereby and shall indemnify the Senior Representative for loss or damage suffered by the Senior Representative as a result of
such transfer, except for loss or damage suffered by any such Person as a result of its own willful misconduct, gross negligence or bad faith. The Senior Representative has no obligations to follow instructions from any Second Priority
Representative or any other Second Priority Debt Party in contravention of this Agreement. 
 (f) Neither the Senior Representative nor any
of the other Senior Secured Parties shall be required to marshal any present or future collateral security for any obligations of the Company or any Subsidiary to the Senior Representative or any Senior Secured Party under the Senior Debt Documents
or any assurance of payment in respect thereof, or to resort to such collateral security or other assurances of payment in any particular order, and all of their rights in respect of such collateral security or any assurance of payment in respect
thereof shall be cumulative and in addition to all other rights, however existing or arising. 
 SECTION 5.06. When Discharge of Senior
Obligations Deemed To Not Have Occurred. If, at any time after the Discharge of Senior Obligations has occurred, the Company or any Subsidiary incurs any Senior Obligations (other than in respect of the payment of indemnities surviving the
Discharge of Senior Obligations), then such Discharge of Senior Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken prior to the date of such designation as
a result of the occurrence of such first Discharge of Senior Obligations) and the applicable agreement governing such Senior Obligations shall automatically be treated as a Senior Debt Document for all purposes of this Agreement, including for
purposes of the Lien priorities and rights in respect of Shared Collateral set forth herein and the agent, representative or trustee for the holders of such Senior Obligations shall be the Senior Representative for all purposes of this


  
 -18- 








 
Agreement. Upon receipt of notice of such incurrence (including the identity of the new Senior Representative), each Second Priority Representative (including the Designated Second Priority
Representative) shall promptly (a) enter into such documents and agreements (at the expense of the Company), including amendments or supplements to this Agreement, as the Company or such new Senior Representative shall reasonably request in writing
in order to provide the new Senior Representative the rights of the Senior Representative contemplated hereby, (b) deliver to the Senior Representative, to the extent that it is legally permitted to do so, all Shared Collateral, including all
proceeds thereof, held or controlled by such Second Priority Representative or any of its agents or bailees, including the transfer of possession and control, as applicable, of the Pledged or Controlled Collateral, together with any necessary
endorsements and notices to depositary banks, securities intermediaries and commodities intermediaries, and agree to amendments to any landlord waiver or bailee’s letter or any similar agreement or arrangement granting it rights or access to
Shared Collateral, (c) notify any applicable insurance carrier that it is no longer entitled to be a sole loss payee or additional insured under the insurance policies of any Grantor issued by such insurance carrier and (d) notify any governmental
authority involved in any condemnation or similar proceeding involving a Grantor that the new Senior Representative is entitled to approve any awards granted in such proceeding. 

ARTICLE VI 
 Insolvency or
Liquidation Proceedings. 
 SECTION 6.01. Financing Issues. Until the Discharge of Senior Obligations has occurred, if the
Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Senior Representative or any Senior Secured Party shall desire to consent (or not object) to the sale, use or lease of cash or other collateral or to
consent (or not object) to the Company’s or any other Grantor’s obtaining financing under Section 363 or Section 364 of Title 11 of the United States Code or any similar provision of any other Bankruptcy Law (“DIP
Financing”), then each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that (except to the extent permitted by this Section 6.01) it will raise
no: (a) objection to and will not otherwise contest such sale, use or lease of such cash or other collateral or such DIP Financing and, except to the extent permitted by the proviso in clause (ii) of Section 3.01(a), this Section 6.01, and
Section 6.03, will not request adequate protection or any other relief in connection therewith and, to the extent the Liens securing any Senior Obligations are subordinated or pari passu with such DIP Financing, will subordinate
(and will be deemed hereunder to have subordinated) its Liens in the Shared Collateral to (x) such DIP Financing (and all obligations relating thereto) on the same basis as the Liens securing the Second Priority Debt Obligations are so subordinated
to Liens securing Senior Obligations under this Agreement, (y) any adequate protection Liens provided to the Senior Secured Parties, and (z) to any “carve-out” for professional and United States Trustee fees agreed to by the Senior
Representative; (b) objection to (and will not otherwise contest) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of Senior Obligations and the Shared Collateral made by the Senior
Representative or any other Senior Secured Party; (c) objection to (and will not otherwise contest) any lawful exercise by any Senior Secured Party of the right to credit bid Senior Obligations at any sale in foreclosure of Senior Collateral or to
exercise any rights under Section 1111(b) of Title 11 of the United States Code with respect to the Shared 

  
 -19- 








 
Collateral; (d) objection to (and will not otherwise contest) any other request for judicial relief made in any court by any Senior Secured Party relating to the lawful enforcement of any Lien on
Senior Collateral; or (e) objection to (and will not otherwise contest or oppose) any order relating to a sale or other disposition of any of the Shared Collateral for which the Senior Representative has consented that provides, to the extent such
sale or other disposition is to be free and clear of Liens, (1) that the Liens securing the Senior Obligations and the Second Priority Debt Obligations will attach to the proceeds of the sale on the same basis of priority as the Liens on the Shared
Collateral securing the Senior Obligations rank to the Liens on the Shared Collateral securing the Second Priority Debt Obligations pursuant to this Agreement, (2) that net proceeds of such sale shall be applied to reduce the Senior Obligations, and
(3) Second Priority Debt Parties will not have been deemed to have waived the right to bid in connection with the sale; notwithstanding the foregoing, the Second Priority Debt Parties may assert any objection to a sale or disposition of any Shared
Collateral that is consistent with the respective rights and obligations of the Senior Secured Parties and the Second Priority Debt Parties under this Agreement (without limiting the foregoing, Second Priority Debt Parties may not raise any
objections based on rights afforded by Sections 363(e) and (f) of the Bankruptcy Code to secured creditors or any comparable provision of any other Bankruptcy Law). Each Second Priority Representative, for itself and on behalf of each Second
Priority Debt Party under its Second Priority Debt Facility, agrees that notice received two Business Days prior to the entry of an order approving such usage of cash or other collateral or approving such DIP Financing shall be adequate notice. 

SECTION 6.02. Relief from the Automatic Stay. Until the Discharge of Senior Obligations has occurred, each Second Priority
Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that none of them shall seek relief from the automatic stay or any other stay in any Insolvency or Liquidation Proceeding or
take any action in derogation thereof, in each case in respect of any Shared Collateral, without the prior written consent of the Senior Representative. 

SECTION 6.03. Adequate Protection. Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party
under its Second Priority Debt Facility, agrees that none of them shall (A) object, contest or support any other Person objecting to or contesting (a) any request by the Senior Representative or any Senior Secured Parties for adequate protection,
(b) any objection by the Senior Representative or any Senior Secured Parties to any motion, relief, action or proceeding based on the Senior Representative’s or Senior Secured Party’s claiming a lack of adequate protection or (c) the
payment of interest, fees, expenses or other amounts of the Senior Representative or any other Senior Secured Party under Section 506(b) of Title 11 of the United States Code or any similar provision of any other Bankruptcy Law or (B)
assert or support any claim for costs or expenses of preserving or disposing of any Collateral under Section 506(c) of Title 11 of the United States Code or any similar provision of any other Bankruptcy Law. Notwithstanding anything
contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Senior Secured Parties (or any subset thereof) are granted adequate protection in the form of additional collateral or superpriority
claims in connection with any DIP Financing or use of cash collateral under Section 363 or 364 of Title 11 of the United States Code or any similar provision of any other Bankruptcy Law, then each Second Priority Representative, for itself and
on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, may seek or request adequate 

  
 -20- 








 
protection in the form of a replacement Lien on such additional collateral or superpriority claim, which Lien or superpriority claim is subordinated to the Liens securing all Senior Obligations
and such DIP Financing (and all obligations relating thereto) on the same basis as the other Liens securing the Second Priority Debt Obligations are so subordinated to the Liens securing Senior Obligations under this Agreement and (ii) in the event
any Second Priority Representatives, for themselves and on behalf of the Second Priority Debt Parties under their Second Priority Debt Facilities, seek or request adequate protection and such adequate protection is granted in the form of additional
collateral or superpriority claims (in each instance, to the extent such grant is otherwise permissible under the terms and conditions of this Agreement), then such Second Priority Representatives, for themselves and on behalf of each Second
Priority Debt Party under their Second Priority Debt Facilities, agree that the Senior Representative shall also be granted (as applicable) a senior superpriority claim or senior Lien on such additional collateral as security for the Senior
Obligations, and that any Lien on such additional collateral securing the Second Priority Debt Obligations or superpriority claim granted to the Second Priority Debt Parties shall be subordinated to the Liens on such collateral securing the Senior
Obligations and any such DIP Financing (and all obligations relating thereto) and any other Liens granted to the Senior Secured Parties, or the superpriority claim granted to the Senior Secured Parties, as adequate protection on the same basis as
the other Liens securing the Second Priority Debt Obligations are so subordinated to such Liens securing Senior Obligations under this Agreement. Notwithstanding anything contained in this Section 6.03 or in Section 6.01, in any Insolvency
or Liquidation Proceeding, to the extent that the Senior Secured Parties are granted adequate protection in the form of payments in the amount of current incurred fees and expenses and/or other cash payments, or otherwise with the consent of the
Senior Representative, then the Designated Second Priority Representative and the Second Priority Debt Parties shall not be prohibited from seeking adequate protection in the form of payments in the amount of current incurred fees and expenses
and/or other cash payments (as applicable), subject to the right of the Senior Secured Parties to object to the reasonableness of the amounts of fees and expenses or other cash payments so sought by the Second Priority Debt Parties. In addition, to
the extent the Senior Secured Parties are awarded or otherwise granted an allowed claim in any Insolvency or Liquidation Proceeding with respect to post-petition interest, nothing herein shall prevent the Second Priority Debt Parties from seeking or
otherwise asserting a claim for post-petition interest to the extent of the value of the Lien of the Second Priority Debt Parties on the Shared Collateral (after taking into account the Senior Obligations). 

SECTION 6.04. Preference Issues. If any Senior Secured Party is required in any Insolvency or Liquidation Proceeding or otherwise to
disgorge, turn over or otherwise pay any amount to the estate of the Company or any other Grantor (or any trustee, receiver or similar Person therefor), because the payment of such amount was declared to be fraudulent or preferential in any respect
or for any other reason, any amount (a “Recovery”), whether received as proceeds of security, enforcement of any right of setoff or otherwise, then the Senior Obligations shall be reinstated to the extent of such Recovery and deemed
to be outstanding as if such payment had not occurred and the Senior Secured Parties shall be entitled to the benefits of this Agreement until a Discharge of Senior Obligations with respect to all such recovered amounts. If this Agreement shall have
been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. Each Second
Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second 

  
 -21- 








 
Priority Debt Facility, hereby agrees that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation made in accordance
with this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the
priorities set forth in this Agreement. 
 SECTION 6.05. Separate Grants of Security and Separate Classifications. Each Second
Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, acknowledges and agrees that (a) the grants of Liens pursuant to the Senior Collateral Documents and the Second Priority
Collateral Documents constitute separate and distinct grants of Liens and (b) because of, among other things, their differing rights in the Shared Collateral, the Second Priority Debt Obligations are fundamentally different from the Senior
Obligations and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is
held that any claims of the Senior Secured Parties and the Second Priority Debt Parties in respect of the Shared Collateral constitute a single class of claims (rather than separate classes of senior and junior secured claims), then each Second
Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, hereby acknowledges and agrees that all distributions shall be made as if there were separate classes of senior and junior
secured claims against the Grantors in respect of the Shared Collateral (with the effect being that, to the extent that the aggregate value of the Shared Collateral is sufficient (for this purpose ignoring all claims held by the Second Priority Debt
Parties), the Senior Secured Parties shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest (whether or not
allowed or allowable) before any distribution is made from the Shared Collateral in respect of the Second Priority Debt Obligations, with each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its
Second Priority Debt Facility, hereby acknowledging and agreeing to turn over to the Senior Representative amounts otherwise received or receivable by them from the Shared Collateral to the extent necessary to effectuate the intent of this sentence,
even if such turnover has the effect of reducing the claim or recovery of the Second Priority Debt Parties. 
 SECTION 6.06. No Waivers
of Rights of Senior Secured Parties. Nothing contained herein shall, except as expressly provided herein, prohibit or in any way limit the Senior Representative or any other Senior Secured Party from objecting in any Insolvency or Liquidation
Proceeding or otherwise to any action taken by any Second Priority Debt Party, including the seeking by any Second Priority Debt Party of adequate protection or the asserting by any Second Priority Debt Party of any of its rights and remedies under
the Second Priority Debt Documents or otherwise. 
 SECTION 6.07. Application. This Agreement, which the parties hereto expressly
acknowledge is a “subordination agreement” under Section 510(a) of Title 11 of the United States Code or any similar provision of any other Bankruptcy Law, shall be effective before, during and after the commencement of any
Insolvency or Liquidation Proceeding. The relative rights as to the Shared Collateral and proceeds thereof shall continue after the 

  
 -22- 








 
commencement of any Insolvency or Liquidation Proceeding on the same basis as prior to the date of the petition therefor, subject to any court order approving the financing of, or use of cash
collateral by, any Grantor. All references herein to any Grantor shall include such Grantor as a debtor-in-possession and any receiver or trustee for such Grantor. 

SECTION 6.08. Other Matters. To the extent that any Second Priority Representative or any Second Priority Debt Party has or acquires
rights under Section 363 or Section 364 of Title 11 of the United States Code or any similar provision of any other Bankruptcy Law with respect to any of the Shared Collateral, such Second Priority Representative, on behalf of itself and
each Second Priority Debt Party under its Second Priority Debt Facility, agrees not to assert any such rights without the prior written consent of the Senior Representative, provided that if requested by the Senior Representative, such Second
Priority Representative shall timely exercise such rights in the manner requested by the Senior Representative, including any rights to payments in respect of such rights. 

SECTION 6.09. 506(c) Claims. Until the Discharge of Senior Obligations has occurred, each Second Priority Representative, on
behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, agrees that it will not assert or enforce any claim under Section 506(c) of Title 11 of the United States Code or any similar provision of any
other Bankruptcy Law senior to or on a parity with the Liens securing the Senior Obligations for costs or expenses of preserving or disposing of any Shared Collateral. 

SECTION 6.10. Reorganization Securities. If, in any Insolvency or Liquidation Proceeding, debt obligations of the reorganized debtor
secured by Liens upon any property of the reorganized debtor are distributed, pursuant to a plan of reorganization or similar dispositive restructuring plan, on account of both the Senior Obligations and the Second Priority Debt Obligations, then,
to the extent the debt obligations distributed on account of the Senior Obligations and on account of the Second Priority Debt Obligations are secured by Liens upon the same assets or property, the provisions of this Agreement will survive the
distribution of such debt obligations pursuant to such plan and will apply with like effect to the Liens securing such debt obligations. 

ARTICLE VII 
 Reliance; Etc.

 SECTION 7.01. Reliance. The consent by the Senior Secured Parties to the execution and delivery of the Second Priority Debt
Documents to which the Senior Secured Parties have consented and all loans and other extensions of credit made or deemed made on and after the date hereof by the Senior Secured Parties to the Company or any Subsidiary shall be deemed to have been
given and made in reliance upon this Agreement. Each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, acknowledges that it and such Second Priority Debt Parties have,
independently and without reliance on the Senior Representative or other Senior Secured Party, and based on documents and information deemed by them appropriate, made their own credit analysis and decision to enter into the Second Priority Debt
Documents to which they are party or by which they are bound, this Agreement and the transactions contemplated hereby and thereby, and they will continue to make their own credit decisions in taking or not taking any action under the Second Priority
Debt Documents or this Agreement. 

  
 -23- 








 SECTION 7.02. No Warranties or Liability. Each Second Priority Representative, on behalf
of itself and each Second Priority Debt Party under its Second Priority Debt Facility, acknowledges and agrees that neither the Senior Representative nor any other Senior Secured Party has made any express or implied representation or warranty,
including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the Senior Debt Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. The Senior
Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior
Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that the Second Priority Representatives and the Second Priority Debt Parties have in the Shared Collateral or otherwise, except as otherwise
provided in this Agreement. Neither the Senior Representative nor any other Senior Secured Party shall have any duty to any Second Priority Representative or Second Priority Debt Party to act or refrain from acting in a manner that allows, or
results in, the occurrence or continuance of an event of default or default under any agreement with the Company or any Subsidiary (including the Second Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged
with. Except as expressly set forth in this Agreement, the Senior Representative, the Senior Secured Parties, the Second Priority Representatives and the Second Priority Debt Parties have not otherwise made to each other, nor do they hereby make to
each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectability of any of the Senior Obligations, the Second Priority Debt Obligations or any
guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantor’s title to or right to transfer any of the Shared Collateral or (c) any other matter except as expressly set forth in this Agreement. 

SECTION 7.03. Obligations Unconditional. All rights, interests, agreements and obligations of the Senior Representative, the Senior
Secured Parties, the Second Priority Representatives and the Second Priority Debt Parties hereunder shall remain in full force and effect irrespective of: 

(a) any lack of validity or enforceability of any Senior Debt Document or any Second Priority Debt Document; 

(b) any change in the time, manner or place of payment of, or in any other terms of, all or any of the Senior Obligations or
Second Priority Debt Obligations, or any amendment or waiver or other modification, including any increase in the amount thereof, whether by course of conduct or otherwise, of the terms of the Credit Agreement or any other Senior Debt Document or of
the terms of any Second Priority Debt Document; 
 (c) any exchange of any security interest in any Shared Collateral or any
other collateral or any amendment, waiver or other modification, whether in writing or by course of conduct or otherwise, of all or any of the Senior Obligations or Second Priority Debt Obligations or any guarantee thereof; 

  
 -24- 








 (d) the commencement of any Insolvency or Liquidation Proceeding in respect of
the Company or any other Grantor; or 
 (e) any other circumstances that otherwise might constitute a defense available to,
or a discharge of, (i) the Company or any other Grantor in respect of the Senior Obligations or (ii) any Second Priority Representative or Second Priority Debt Party in respect of this Agreement. 

ARTICLE VIII 
 Miscellaneous

 SECTION 8.01. Conflicts. Subject to Section 8.18, in the event of any conflict between the provisions of this Agreement
and the provisions of any Senior Debt Document or any Second Priority Debt Document, the provisions of this Agreement shall govern. 

SECTION 8.02. Continuing Nature of this Agreement; Severability. Subject to Section 6.04, this Agreement shall continue to be
effective until the Discharge of Senior Obligations shall have occurred. This is a continuing agreement of Lien subordination, and the Senior Secured Parties may continue, at any time and without notice to the Second Priority Representatives or any
Second Priority Debt Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any Subsidiary constituting Senior Obligations in reliance hereon. The terms of this Agreement shall survive and
continue in full force and effect in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate 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 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
8.03. Amendments; Waivers. 
 (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any
other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party
therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand
on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances. 

  
 -25- 








 (b) This Agreement may be amended in writing signed by each Representative (in each case, acting
in accordance with the documents governing the applicable Debt Facility); provided that any such amendment, supplement or waiver which by the terms of this Agreement expressly requires the Company’s consent or which increases the
obligations or reduces the rights of the Company or any Grantor, shall require the consent of the Company. Any such amendment, supplement or waiver shall be in writing and shall be binding upon the Senior Secured Parties and the Second Priority Debt
Parties and their respective successors and assigns. 
 (c) Notwithstanding the foregoing, without the consent of any Secured Party, any
Representative may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 8.09 of this Agreement and upon such execution and delivery, such Representative and the Secured Parties and Second Priority
Debt Obligations of the Debt Facility for which such Representative is acting shall be subject to the terms hereof. 
 SECTION 8.04.
Information Concerning Financial Condition of the Company and the Subsidiaries. The Senior Representative, the Senior Secured Parties, the Second Priority Representatives and the Second Priority Secured Parties shall each be responsible for
keeping themselves informed of (a) the financial condition of the Company and the Subsidiaries and all endorsers or guarantors of the Senior Obligations or the Second Priority Debt Obligations and (b) all other circumstances bearing upon the risk of
nonpayment of the Senior Obligations or the Second Priority Debt Obligations. The Senior Representative, the Senior Secured Parties, the Second Priority Representatives and the Second Priority Secured Parties shall have no duty to advise any other
party hereunder of information known to it or them regarding such condition or any such circumstances or otherwise. In the event that the Senior Representative, any Senior Secured Party, any Second Priority Representative or any Second Priority Debt
Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to any other party, it shall be under no obligation to (i) make, and the Senior Representative, the Senior Secured Parties, the Second
Priority Representatives and the Second Priority Debt Parties shall not make or be deemed to have made, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of any such
information so provided, (ii) provide any additional information or to provide any such information on any subsequent occasion, (iii) undertake any investigation or (iv) disclose any information that, pursuant to accepted or reasonable commercial
finance practices, such party wishes to maintain confidential or is otherwise required to maintain confidential. 
 SECTION 8.05.
Subrogation. Each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, hereby waives any rights of subrogation it may acquire as a result of any payment hereunder
until the Discharge of Senior Obligations has occurred. 
 SECTION 8.06. Application of Payments. Except as otherwise provided
herein, all payments received by the Senior Secured Parties may be applied, reversed and reapplied, in whole or in part, to such part of the Senior Obligations as the Senior Secured Parties, in their sole discretion, deem appropriate, consistent
with the terms of the Senior Debt Documents. Except as otherwise provided herein, each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility,


  
 -26- 








 
assents to any such extension or postponement of the time of payment of the Senior Obligations or any part thereof and to any other indulgence with respect thereto, to any substitution, exchange
or release of any security that may at any time secure any part of the Senior Obligations and to the addition or release of any other Person primarily or secondarily liable therefor. 

SECTION 8.07. Additional Grantors. The Company agrees that, if any Subsidiary shall become a Grantor after the date hereof, it will
promptly cause such Subsidiary to become party hereto by executing and delivering an instrument in the form of Annex II. Upon such execution and delivery, such Subsidiary will become a Grantor hereunder with the same force and effect as if
originally named as a Grantor herein. The execution and delivery of such instrument shall not require the consent of any other party hereunder, and will be acknowledged by the Designated Second Priority Representative and the Senior Representative.
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. 

SECTION 8.08. Dealings with Grantors. Upon any application or demand by the Company or any Grantor to any Representative to take or
permit any action under any of the provisions of this Agreement or under any Collateral Document (if such action is subject to the provisions hereof), the Company or such Grantor, as appropriate, shall furnish to such Representative a certificate of
an Authorized Officer (an “Officer’s Certificate”) stating that all conditions precedent, if any, provided for in this Agreement or such Collateral Document, as the case may be, relating to the proposed action have been
complied with, except that in the case of any such application or demand as to which the furnishing of such documents is specifically required by any provision of this Agreement or any Collateral Document relating to such particular application or
demand, no additional certificate or opinion need be furnished. 
 SECTION 8.09. Additional Debt Facilities. To the extent, but only
to the extent, permitted by the provisions of the Senior Debt Documents and the Second Priority Debt Documents, the Company may incur or issue and sell one or more series or classes of Second Priority Debt. Any such additional class or series of
Second Priority Debt (the “Second Priority Class Debt”) may be secured by a second priority, subordinated Lien on Shared Collateral, in each case under and pursuant to the relevant Second Priority Collateral Documents for such
Second Priority Class Debt, if and subject to the condition that the Representative of any such Second Priority Class Debt (each, a “Second Priority Class Debt Representative”), acting on behalf of the holders of such Second
Priority Class Debt (such Representative and holders in respect of any Second Priority Class Debt being referred to as the “Second Priority Class Debt Parties”), becomes a party to this Agreement by satisfying conditions (i) through
(iii), as applicable, of the immediately succeeding paragraph. In order for a Second Priority Class Debt Representative to become a party to this Agreement: 

(i) such Second Priority Class Debt Representative shall have executed and delivered a Joinder Agreement substantially in the
form of Annex III (with such changes as may be reasonably approved by the Senior Representative and such Second Priority Class Debt Representative) pursuant to which it becomes a Representative hereunder, and the Second Priority Class Debt in
respect of which such Class Debt Representative is the Representative and the related Second Priority Class Debt Parties become subject hereto and bound hereby; 

  
 -27- 








 (ii) the Company shall have delivered to each Representative an Officer’s
Certificate stating that the conditions set forth in this Section 8.09 are satisfied with respect to such Second Priority Class Debt and, if requested, true and complete copies of each of the Second Priority Debt Documents relating to such
Second Priority Class Debt, certified as being true and correct by an Authorized Officer of the Company; and 
 (iii) the
Second Priority Debt Documents relating to such Second Priority Class Debt shall provide that each Second Priority Class Debt Party with respect to such Second Priority Class Debt will be subject to and bound by the provisions of this Agreement in
its capacity as a holder of such Second Priority Class Debt. 
 SECTION 8.10. Consent to Jurisdiction; Waivers. Each Representative,
on behalf of itself and the Secured Parties of the Debt Facility for which it is acting, irrevocably and unconditionally: 

(a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the Collateral
Documents, or for recognition and enforcement of any judgment in respect thereof, to the exclusive 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 may 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 (or its Representative) at the address referred to in Section 8.11; 

(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; 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 8.10 any special, exemplary, punitive or consequential damages. 

SECTION 8.11. Notices. All notices, requests, demands and other communications provided for or permitted hereunder shall be in writing
and shall be sent: 
 (i) if to the Company or any Grantor, to the Company, at its address at: Samson Plaza, Two West Second
Street, Tulsa, Oklahoma 74103, Attention of General Counsel; 

  
 -28- 








 (ii) if to the Initial Second Priority Representative to it at: Bank of America,
N.A., 901 Main Street, Dallas, Texas 75202, Attention of DeWayne Rosse; 
 (iii) if to the Senior Representative, to it at:
JPMorgan Chase Bank, N.A., 10 South Dearborn, Floor 07, Chicago, Illinois 60603, Attention of Nan Wilson; and 
 (iv) if to
any other Representative, to it at the address specified by it in the Joinder Agreement delivered by it pursuant to Section 8.09. 
 Unless otherwise
specifically provided herein, any notice or other communication herein required or permitted to be given shall be in writing and, may be personally served, telecopied, electronically mailed or sent by courier service or U.S. mail and shall be deemed
to have been given when delivered in person or by courier service, upon receipt of a telecopy or electronic mail or upon receipt via U.S. mail (registered or certified, with postage prepaid and properly addressed). For the purposes hereof, the
addresses of the parties hereto shall be as set forth above or, as to each party, at such other address as may be designated by such party in a written notice to all of the other parties. As agreed to in writing among each Representative from time
to time, notices and other communications may also be delivered by e-mail to the e-mail address of a representative of the applicable person provided from time to time by such person. 

SECTION 8.12. Further Assurances. The Senior Representative, on behalf of itself and each Senior Secured Party under the Senior Debt
Facility for which it is acting, each Second Priority Representative, on behalf of itself, and each Second Priority Debt Party under its Second Priority Debt Facility, agrees that it will take such further action and shall execute and deliver such
additional documents and instruments (in recordable form, if requested) as the other parties hereto may reasonably request to effectuate the terms of, and the Lien priorities contemplated by, this Agreement. 

SECTION 8.13. GOVERNING LAW; WAIVER OF JURY TRIAL. 

(A) 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. 
 (B) EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY
LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN. 
 SECTION 8.14. Binding on Successors and
Assigns. This Agreement shall be binding upon the Senior Representative, the Senior Secured Parties, the Second Priority Representatives, the Second Priority Debt Parties, the Company, the other Grantors party hereto and their respective
successors and assigns. 
 SECTION 8.15. Section Titles. The section titles contained in this Agreement are and shall be without
substantive meaning or content of any kind whatsoever and are not a part of this Agreement. 

  
 -29- 








 SECTION 8.16. Counterparts. This Agreement may be executed in one or more counterparts,
including by means of facsimile or other electronic method, each of which shall be an original and all of which shall together constitute one and the same document. Delivery of an executed signature page to this Agreement by facsimile or other
electronic transmission shall be as effective as delivery of a manually signed counterpart of this Agreement. 
 SECTION 8.17.
Authorization. By its signature, each Person executing this Agreement on behalf of a party hereto represents and warrants to the other parties hereto that it is duly authorized to execute this Agreement. The Senior Representative represents
and warrants that this Agreement is binding upon the Senior Secured Parties. The Initial Second Priority Representative represents and warrants that this Agreement is binding upon the Initial Second Priority Debt Parties. 

SECTION 8.18. No Third Party Beneficiaries; Successors and Assigns. The lien priorities set forth in this Agreement and the rights and
benefits hereunder in respect of such lien priorities shall inure solely to the benefit of the Senior Representative, the Senior Secured Parties, the Second Priority Representatives and the Second Priority Debt Parties, and their respective
permitted successors and assigns, and no other Person (including the Grantors, or any trustee, receiver, debtor in possession or bankruptcy estate in a bankruptcy or like proceeding) shall have or be entitled to assert such rights. 

SECTION 8.19. Effectiveness. This Agreement shall become effective when executed and delivered by the parties hereto. 

SECTION 8.20. Representative Capacities. It is understood and agreed that (a) the Senior Representative is entering into this Agreement
in its capacity as administrative agent and collateral agent under the Credit Agreement and the provisions of Section 12 of the Credit Agreement applicable to the Agents (as defined therein) thereunder shall also apply to the Senior
Representative hereunder and (b) Bank of America, N.A., is entering into this Agreement in its capacity as Administrative Agent and Collateral Agent under the Initial Second Priority Loan Agreement and the provisions of Article 12 of such agreement
applicable to the agent thereunder shall also apply to the agent hereunder. 
 SECTION 8.21. Relative Rights. Notwithstanding
anything in this Agreement to the contrary, nothing in this Agreement is intended to or will (a) except to the extent contemplated by Section 5.01(a), 5.01(d) or 5.03(b), amend, waive or otherwise modify the provisions of the Credit
Agreement, any other Senior Debt Document or any Second Priority Debt Documents, or permit the Company or any Grantor to take any action, or fail to take any action, to the extent such action or failure would otherwise constitute a breach of, or
default under, the Credit Agreement or any other Senior Debt Document or any Second Priority Debt Documents, (b) change the relative priorities of the Senior Obligations or the Liens granted under the Senior Collateral Documents on the Shared
Collateral (or any other assets) as among the Senior Secured Parties, (c) otherwise change the relative rights of the Senior Secured Parties in respect of the Shared Collateral as among such Senior Secured Parties or (d) obligate the Company or any
Grantor to take any action, or fail to take any action, that would otherwise constitute a breach of, or default under, the Credit Agreement or any other Senior Debt Document or any Second Priority Debt Document. 

  
 -30- 








 SECTION 8.22. Survival of Agreement. All covenants, agreements, representations and
warranties made by any party in this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement. 

  
 -31- 








 IN WITNESSS WHEREOF, the parties herto have caused this Agreement to be duly executed by their
respective authorized officers as of the day and year first above written. 
  

			
	 JPMORGAN CHASE BANK, N.A.,

as Senior Representative

		
	By:		/s/ Jo Linda Papadakis
			Name: Jo Linda Papadakis
			Title: Authorized Officer


  

			
	 BANK OF AMERICA, N.A.,
 as
Initial Second Priority Representative

		
	By:		 
			Name:
			Title:



  
 S-1 








  

			
	 BANK OF AMERICA, N.A.,
 as
Initial Second Priority Representative

		
	By:		/s/ Jeffrey Bloomquist
			Name: Jeffrey Bloomquist
			Title: Managing Director



  
 Signature Page to the
Intercreditor Agreement 








 
			
	SAMSON INVESTMENT COMPANY
		
	By:		/s/ Philip Cook
			Name: Philip Cook
			 Title: Executive Vice President and Chief

          Financial Officer



  

			
	THE GRANTORS LISTED ON ANNEX I HERETO
		
	By:		/s/ Philip Cook
			Name: Philip Cook
			 Title: Executive Vice President and Chief

          Financial Officer




  
 First Lien/Second Lien
Intercreditor Agreement 








 ANNEX I 
  

	1.	Samson Investment Company 

  

	2.	Samson Resources Company 

  

	3.	Samson Lone Star, LLC 

  

	4.	Samson Holdings, Inc. 

  

	5.	Samson Contour Energy Co. 

  

	6.	Samson Contour Energy E&P, LLC 

  

	7.	Geodyne Resources, Inc. 

  

	8.	Samson-International, Ltd. 


  
 Schedules to Second
Priority Security Agreement 








 ANNEX II 

SUPPLEMENT NO.     dated as of    , to the INTERCREDITOR AGREEMENT dated as of
[    ], 2012 ( the “Second Lien Intercreditor Agreement”), among Samson Investment Company., a Nevada Corporation ( the “Company”), certain subsidiaries and affiliates of the Company ( each a
“Grantor”), JPMorgan Chase Bank, N.A., as Senior Representative, Bank of America, N.A., as Initial Second Priority Representative, and the additional Representatives from time to time a party thereto. 

A. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Second Lien
Intercreditor Agreement. 
 B. The Grantors have entered into the Second Lien Intercreditor Agreement. Pursuant to the Credit Agreement and
certain Second Priority Debt Documents, certain newly acquired or organized Subsidiaries of the Company are required to enter into the Second Lien Intercreditor Agreement. Section 8.07 of the Second Lien Intercreditor Agreement provides that
such Subsidiaries may become party to the Second Lien Intercreditor Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Subsidiary ( the “New Grantor”) is executing this Supplement in
accordance with the requirements of the Credit Agreement, the Second Priority Debt Documents. 
 Accordingly, the New Subsidiary Grantor
agrees as follows: 
 SECTION 1. In accordance with Section 8.07 of the Second Lien Intercreditor Agreement, the New Grantor by its
signature below becomes a Grantor under the Second Lien Intercreditor Agreement with the same force and effect as if originally named therein as a Grantor, and the New Grantor hereby agrees to all the terms and provisions of the Second Lien
Intercreditor Agreement applicable to it as a Grantor thereunder. Each reference to a “Grantor” in the Second Lien Intercreditor Agreement shall be deemed to include the New Grantor. The Second Lien Intercreditor Agreement is hereby
incorporated herein by reference. 
 SECTION 2. The New Grantor represents and warrants to the Senior Representative 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. 

SECTION 3. This Supplement may be executed in counterparts, each of which shall constitute an original, but all of which when taken together
shall constitute a single contract. This Supplement shall become effective when the Senior Representative shall have received a counterpart of this Supplement that bears the signature of the New Grantor. Delivery of an executed signature page to
this Supplement by facsimile transmission or other electronic method shall be as effective as delivery of a manually signed counterpart of this Supplement. 

SECTION 4. Except as expressly supplemented hereby, the Second Lien Intercreditor Agreement shall remain in full force and effect. 

SECTION 5. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 

  
 Annex II-1 








 SECTION 6. In case any one or more of the provisions contained in this Supplement should be held
invalid, illegal or unenforceable in any respect, no party hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the validity, legality and enforceability of the
remaining provisions contained herein and in the Second Lien Intercreditor Agreement shall not in any way be affected or impaired. 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. All communications and notices hereunder shall be in writing and given as provided in Section 8.11 of the Second Lien
Intercreditor Agreement. All communications and notices hereunder to the New Grantor shall be given to it in care of the Company as specified in the Second Lien Intercreditor Agreement. 

SECTION 8. The Company agrees to reimburse the Senior Representative for its reasonable out-of-pocket expenses in connection with this
Supplement, including the reasonable fees, other charges and disbursements of counsel for the Senior Representative. 

  
 Annex II-2 








 IN WITNESS WHEREOF, the New Grantor, and the Senior Representative have duly executed this
Supplement to the Second Lien Intercreditor Agreement as of the day and year first above written. 
  

			
	[NAME OF NEW SUBSIDIARY GRANTOR]
		
	By:		  

			Name:
			Title:


  

			
	Acknowledged by:
		
	[		            ], as Senior Representative
		
	By:		  

			Name:
			Title:
		
	[		            ], as Designated Second Priority Representative
		
	By:		  

			Name:
			Title:


  
 Annex II-3 








 ANNEX III 

[FORM OF] REPRESENTATIVE SUPPLEMENT NO. [    ] dated as of [    ], 20[    ] to the
SECOND LIEN INTERCREDITOR AGREEMENT dated as of September 25, 2012 ( the “Second Lien Intercreditor Agreement”), among Samson Investment Company, a Nevada corporation ( the “Company”), certain subsidiaries and
affiliates of the Company ( each a “Grantor”), JPMorgan Chase Bank, N.A., as Senior Representative, Bank of America, N.A., as Initial Second Priority Representative, and the additional Representatives from time to time a party
thereto. 
 A. Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Second
Lien Intercreditor Agreement. 
 B. As a condition to the ability of the Company to incur Second Priority Debt and to secure such Second
Priority Class Debt with the Second Priority Lien and to have such Second Priority Class Debt guaranteed by the Grantors on a subordinated basis, in each case under and pursuant to the Second Priority Collateral Documents, the Second Priority Class
Representative in respect of such Second Priority Class Debt is required to become a Representative under, and such Second Priority Class Debt and the Second Priority Class Debt Parties in respect thereof are required to become subject to and bound
by, the Second Lien Intercreditor Agreement. Section 8.09 of the Second Lien Intercreditor Agreement provides that such Second Priority Class Debt Representative may become a Representative under, and such Second Priority Class Debt and such
Second Priority Class Debt Parties may become subject to and bound by, the Second Lien Intercreditor Agreement, pursuant to the execution and delivery by the Second Priority Class Debt Representative of an instrument in the form of this
Representative Supplement and the satisfaction of the other conditions set forth in Section 8.09 of the Second Lien Intercreditor Agreement. The undersigned Second Priority Class Debt Representative ( the “New Representative”)
is executing this Supplement in accordance with the requirements of the Senior Debt Documents and the Second Priority Debt Documents. 

Accordingly, the New Representative agrees as follows: 

SECTION 1. In accordance with Section 8.09 of the Second Lien Intercreditor Agreement, the New Representative by its signature below
becomes a Representative under, and the related Second Priority Class Debt and Second Priority Class Debt Parties become subject to and bound by, the Second Lien Intercreditor Agreement with the same force and effect as if the New Representative had
originally been named therein as a Representative, and the New Representative, on behalf of itself and such Second Priority Class Debt Parties, hereby agrees to all the terms and provisions of the Second Lien Intercreditor Agreement applicable to it
as a Second Priority Representative and to the Second Priority Class Debt Parties that it represents as Second Priority Debt Parties. Each reference to a “Representative” or “Second Priority Representative” in the
Second Lien Intercreditor Agreement shall be deemed to include the New Representative. The Second Lien Intercreditor Agreement is hereby incorporated herein by reference. 

SECTION 2. The New Representative represents and warrants to the Senior Representative and the other Secured Parties that (i) it has full
power and authority to enter into this Representative Supplement, in its capacity as [agent] [trustee] under [describe the new facility], ( ii) this Representative Supplement has been duly authorized, executed and delivered by


  
 Annex III-1 








 
it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms of such Agreement and (iii) the Second Priority Debt Documents relating to such
Second Priority Class Debt provide that, upon the New Representative’s entry into this Agreement, the Second Priority Class Debt Parties in respect of such Second Priority Class Debt will be subject to and bound by the provisions of the Second
Lien Intercreditor Agreement as Second Priority Debt Parties. 
 SECTION 3. This Representative Supplement may be executed in counterparts,
each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Representative Supplement shall become effective when the Senior Representative shall have received a counterpart of this
Representative Supplement that bears the signature of the New Representative. Delivery of an executed signature page to this Representative Supplement by facsimile transmission or other electronic method shall be effective as delivery of a manually
signed counterpart of this Representative Supplement. 
 SECTION 4. Except as expressly supplemented hereby, the Second Lien Intercreditor
Agreement shall remain in full force and effect. 
 SECTION 5. THIS REPRESENTATIVE SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
 SECTION 6. In case any one or more of the provisions contained in this
Representative Supplement should be held invalid, illegal or unenforceable in any respect, no party hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the
validity, legality and enforceability of the remaining provisions contained herein and in the Second Lien Intercreditor Agreement shall not in any way be affected or impaired. 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. All communications and notices hereunder shall be in writing and given as provided in Section 8.11 of the Second Lien
Intercreditor Agreement. All communications and notices hereunder to the New Representative shall be given to it at the address set forth below its signature hereto. 

SECTION 8. The Company agrees to reimburse the Senior Representative for its reasonable out-of-pocket expenses in connection with this
Representative Supplement, including the reasonable fees, other charges and disbursements of counsel for the Senior Representative. 

  
 Annex III-2 








 IN WITNESS WHEREOF, the New Representative and the Senior Representative have duly executed this
Representative Supplement to the Second Lien Intercreditor Agreement as of the day and year first above written. 
  

			
	 [NAME OF NEW REPRESENTATIVE],
 as
[             ] for the holders of
[                                ]

		
	By:		  

			Name:
			Title:
		
			    Address for notices:
			


  

			
			
                     
                                         
        

		
			
                     
                                         
        

		
			Attention of:                                   
              
		
			Telecopy:
                                         
           


  

			
	
[                          
      ],
 as Senior Representative

		
	By:		  

			Name:
			Title:



  
 Annex III-3 









			
	Acknowledged by:
	
	SAMSON INVESTMENT COMPANY
		
	By:		  

			Name:
			Title:
	
	 THE GRANTORS
 LISTED ON SCHEDULE I
HERETO

		
	By:		  

			Name:
			Title:


  
 Annex III-4 








 Schedule I to the 

Representative Supplement to the 

Second Lien Intercreditor Agreement 

Grantors 

[                    ] 

  
 Annex III-5 








 EXHIBIT M 

FORM OF EQUAL PRIORITY LIEN INTERCREDITOR AGREEMENT