Exhibit 10.1


 


Execution Version


	 



 


EIGHTH AMENDMENT


 


to


 


FIFTH AMENDED AND RESTATED CREDIT AGREEMENT


 


among


 


LAREDO PETROLEUM, INC.,


as Borrower,


 


WELLS FARGO BANK, N.A.,


as Administrative Agent,


 


the Guarantors Signatory Hereto,


 


and


 


the Banks Signatory Hereto


	 





 


     


    



EIGHTH AMENDMENT TO


FIFTH AMENDED AND RESTATED CREDIT
AGREEMENT


 


This Eighth Amendment
to Fifth Amended and Restated Credit Agreement (this “Eighth Amendment”), dated as of April 13, 2022 (the “Eighth
Amendment Effective Date”), is among Laredo Petroleum, Inc., a corporation formed under the laws of the State of Delaware
(“Borrower”); each of the undersigned guarantors (the “Guarantors”, and together with Borrower,
the “Credit Parties”); each of the Banks party hereto; and Wells Fargo Bank, N.A., as administrative agent for
the Banks (in such capacity, together with its successors, “Administrative Agent”).


 


Recitals


 


A.         Borrower,
Administrative Agent and the Banks are parties to that certain Fifth Amended and Restated Credit Agreement dated as of May 2, 2017
(as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement” and
as amended by this Eighth Amendment, the “Credit Agreement”), pursuant to which the Banks have, subject to the
terms and conditions set forth therein, made certain credit available to and on behalf of Borrower.


 


B.          Borrower
desires to enter into that certain Renewable Product Purchase Agreement after effectiveness of this Eighth Amendment, in the form
provided concurrently herewith to the Administrative Agent (without giving effect to any subsequent amendment or modification thereto,
the “Renewable Product Purchase Agreement”, and the transaction expressly contemplated under the Renewable Product
Purchase Agreement, the “Renewable Product Purchase Transaction”), between Borrower and the developer, owner
and operator of a photovoltaic-powered generating facility (the “RPPA Counterparty”), pursuant to which, and
subject to the terms and conditions set forth therein, Borrower will purchase certain renewable product, including renewable tax
credits, and be obligated to make the “Monthly Settlement Payments” (to the extent the “Net Monthly Amount”
is greater than zero) and provide the “Performance Security” (as such terms are defined in the Renewable Product Purchase
Agreement) and has requested that Administrative Agent and the Banks amend the Credit Agreement to permit the Borrower to enter
into, and perform its obligations in respect of, the Renewable Product Purchase Transaction.


 


C.          The
parties hereto desire to enter into this Eighth Amendment to, among other things, and subject to the satisfaction of the conditions
precedent set forth in Section 6 hereof, (i) amend the Existing Credit Agreement, (ii) evidence the increase of the Aggregate Elected
Commitment Amounts from $725,000,000 to $1,000,000,000 and (iii) evidence the increase of the Borrowing Base from $1,000,000,000
to $1,250,000,000, in each case, as set forth herein and to be effective as of the Eighth Amendment Effective Date.


 


D.          NOW,
THEREFORE, in consideration of the premises and the mutual covenants herein contained, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:





Page 1


     


    



Section
1.         Defined
Terms. Each capitalized term which is defined in the Credit Agreement, but which is not defined in this Eighth Amendment, shall
have the meaning ascribed to such term in the Credit Agreement. Unless otherwise indicated, all section references in this Eighth
Amendment refer to the Credit Agreement.


 


Section
2.         Amendments
to Existing Credit Agreement. In reliance on the representations, warranties, covenants and agreements contained in this Eighth
Amendment, and subject to the satisfaction of the conditions precedent set forth in Section 6 hereof, effective as of the
Eighth Amendment Effective Date:


 


2.1    The
body of the Existing Credit Agreement shall be amended to delete the stricken text (indicated textually in the same manner as the following
example: stricken text) and to add the double-underlined text (indicated textually in
the same manner as the following example: double-underlined
text) as set forth in the pages of the Credit Agreement attached as Annex A hereto.


 


2.2    Schedule 1 to the Existing Credit Agreement shall be amended and restated in its entirety in the form of Schedule 1
attached hereto and Schedule 1 attached hereto shall be deemed to be attached as Schedule 1 to the Credit Agreement.


 


2.3    Exhibit B to the Existing Credit Agreement shall be amended and restated in its entirety in the form of Exhibit B
attached hereto and Exhibit B attached hereto shall be deemed to be attached as Exhibit B to the Credit Agreement.


 


2.4    Exhibit D to the Existing Credit Agreement shall be amended and restated in its entirety in the form of Exhibit D
attached hereto and Exhibit D attached hereto shall be deemed to be attached as Exhibit D to the Credit Agreement.


 


2.5    Exhibit J to the Existing Credit Agreement shall be amended by replacing each reference to “Eurodollar” appearing
therein with a reference to “SOFR”.


 


2.6    Exhibit K to the Existing Credit Agreement shall be amended by replacing each reference to “Eurodollar” appearing
therein with a reference to “SOFR”.


 


Any Schedule or Exhibit
to the Existing Credit Agreement not amended pursuant to the terms of this Eighth Amendment shall remain in effect without any
amendment or other modification thereto.


 


Section
3.         Elected Commitments. In reliance on the representations,
warranties, covenants and agreements contained in this Eighth Amendment, and subject to the satisfaction of the conditions precedent
set forth in Section 6 hereof, each Bank hereby agrees that its Elected Commitment under the Credit Agreement effective as of the Eighth
Amendment Effective Date shall be the amount set forth opposite such Bank’s name on Schedule 1 to the Credit Agreement (as amended
hereby) under the caption “Elected Commitment”. Borrower, Administrative Agent and the Banks hereby agree that (i) each Bank
that has outstanding Loans (and participations in Letters of Credit) in amounts less than its Commitment Percentage of all outstanding
Loans (and participations in Letters of Credit) shall purchase outstanding Loans (and participations in Letters of Credit) from Banks
that have outstanding Loans (and participations in Letters of Credit) in







Page 2


     


    

amounts greater than their Commitment Percentage of all outstanding Loans (and participations in Letters
of Credit) such that each Bank holds Loans (and participations in Letters of Credit) in its Commitment Percentage of all outstanding
Loans (and participations in Letters of Credit), and (ii) the adjustments, if any, in the Aggregate Elected Commitment Amounts
pursuant to this Eighth Amendment shall be deemed to occur simultaneously with the Eighth Amendment Effective Date.


 


Section
4.         Borrowing
Base. In reliance on the representations, warranties, covenants and agreements contained in this Eighth Amendment, Administrative
Agent and the Banks hereby agree that, effective as of the date hereof and subject to the satisfaction of the conditions precedent
set forth in Section 6 hereof, the Borrowing Base under the Credit Agreement shall be increased from $1,000,000,000 to $1,250,000,000,
and the Borrowing Base shall remain at $1,250,000,000 until the next Periodic Determination scheduled to occur on or prior to November
1, 2022 (or such date promptly thereafter as reasonably possible), Special Determination or other adjustment to the Borrowing Base
thereafter, whichever occurs first pursuant to the terms of the Credit Agreement. The Borrower, the Administrative Agent and the
Banks hereby agree that the redetermination of the Borrowing Base provided for in this Section 4 shall constitute the Periodic
Determination to occur on or prior to May 1, 2022 (or such date promptly thereafter as reasonably possible) for purposes of Section
4.2 of the Credit Agreement and shall not be construed or deemed to be a Special Determination for purposes of the Credit Agreement.
This Eighth Amendment shall constitute notice to Borrower of the amount of the redetermined Borrowing Base of $1,250,000,000 for
purposes of Section 4.2 of the Credit Agreement effective as of the date hereof, subject to the satisfaction of the conditions
precedent set forth in Section 6 hereof.


 


Section
5.         Existing
Eurodollar Loans. Notwithstanding anything to the contrary in the Credit Agreement, all outstanding “Eurodollar Loans”
(under and as defined in the Existing Credit Agreement) immediately prior to the Eighth Amendment Effective Date shall, on the
Eighth Amendment Effective Date, be deemed to be prepaid and converted into new Adjusted Base Rate Loans in connection with the
reallocations set forth in Section 3 hereof (and the proceeds of which are used to repay any such Eurodollar Loans), and
which Adjusted Base Rate Loans shall thereafter be subject to the terms and conditions of the Credit Agreement. Each applicable
Bank hereby waives (i) all break funding payments, if any, owing to such Bank that are required to be paid by the Borrower under
Section 3.3 of the Existing Credit Agreement as a result of the prepayment and conversion of Eurodollar Loans to Adjusted Base
Rate Loans as described in this Section 5 and (ii) any notice required pursuant to Section 2.7 of the Existing Credit Agreement
as a result of the prepayment of the Eurodollar Loans as described in this Section 5.


 


Section
6.          Conditions
Precedent. The effectiveness of this Eighth Amendment is subject to the following:


 


6.1    Administrative Agent shall have received counterparts of this Eighth Amendment from the Credit Parties and all of the Banks.


 


6.2    Administrative Agent shall have received all fees, including fees received on behalf of, and delivered to, the Banks, due
and payable on or prior to the effective date of this Eighth Amendment.





Page 3


     


    



6.3    Administrative Agent shall have received from each party thereto duly executed counterparts (in such number as may be requested
by Administrative Agent) of Mortgages (as amended and/or supplemented by such duly executed and notarized amendments and/or supplements
as Administrative Agent may reasonably require) such that Administrative Agent is reasonably satisfied that the Mortgages create
first priority, perfected Liens (other than Permitted Encumbrances which are prior as a matter of law or contract) required by
Section 5.1(a)(i) of the Credit Agreement covering and encumbering not less than the Required Reserve Value of all Proved Mineral
Interests owned by Borrower and its Subsidiaries evaluated in the most recently delivered Reserve Report pursuant to the Existing
Credit Agreement in determining the proposed Borrowing Base as increased pursuant to Section 4 hereof.


 


6.4    Administrative Agent shall have received satisfactory title information as it may reasonably require setting forth the status
of title required by Section 5.2 of the Credit Agreement covering not less than the Required Reserve Value of all Proved Mineral
Interests which are subject to Mortgages evaluated in the most recently delivered Reserve Report pursuant to the Existing Credit
Agreement in determining the proposed Borrowing Base as increased pursuant to Section 4 hereof.


 


6.5    Administrative Agent shall have received a certificate of an Authorized Officer of the Borrower certifying on behalf of
the Borrower that attached to such certificate are true, accurate and complete copies of the Renewable Product Purchase Agreement
and each other material agreement executed and delivered in connection with the Renewable Product Purchase Transaction (collectively,
the “Renewable Product Purchase Documents”), in each case, as in effect on the Eighth Amendment Effective Date.


 


Section
7.         Representations
and Warranties; Etc. Each Credit Party hereby affirms: that as of the date hereof, all of the representations and warranties
contained in each Loan Paper to which such Credit Party is a party are true and correct in all material respects as though made
on and as of the date hereof except (i) to the extent any such representation and warranty is expressly made as of a specific earlier
date, in which case, such representation and warranty was true as of such date and (ii) to the extent that any such representation
and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty
(as so qualified) is true and correct in all respects, no Default or Event of Default exist under the Loan Papers or will, after
giving effect to this Eighth Amendment, exist under the Loan Papers and no Material Adverse Change has occurred.


 


Section
8.         Miscellaneous.


 


8.1         Confirmation and Effect. The provisions of the Credit Agreement (as amended by this Eighth Amendment) shall remain
in full force and effect in accordance with its terms following the effectiveness of this Eighth Amendment. Each reference in the
Credit Agreement to “this Agreement”, “hereunder”, “hereof’, “herein”, or words
of like import shall mean and be a reference to the Credit Agreement as amended hereby, and each reference to the Credit Agreement
in any other document, instrument or agreement executed and/or delivered in connection with the Credit Agreement shall mean and
be a reference to the Credit Agreement as amended hereby.





Page 4


     


    



8.2          Ratification and Affirmation of Credit Parties. Each of the Credit Parties hereby expressly acknowledges the terms
of this Eighth Amendment, ratifies and affirms its obligations under the Facility Guaranty and the other Loan Papers to which it
is a party, acknowledges, renews and extends its continued liability under the Facility Guaranty and the other Loan Papers to which
it is a party (in each case, as amended hereby), agrees that its guarantee under the Facility Guaranty and the other Loan Papers
(in each case, as amended hereby) to which it is a party remains in full force and effect with respect to the Obligations, as amended
hereby, represents and warrants that the execution, delivery and performance of this Eighth Amendment has been duly authorized
by all necessary corporate or company action of the Credit Parties, this Eighth Amendment constitutes a valid and binding agreement
of the Credit Parties, and this Eighth Amendment is enforceable against each Credit Party in accordance with its terms except as
the enforceability thereof may be limited by bankruptcy, insolvency or similar Laws affecting creditors’ rights generally,
and the availability of equitable remedies may be limited by equitable principles of general applicability, and acknowledges and
confirms that the amendments contemplated hereby shall not limit or impair any Liens securing the Obligations, each of which are
hereby ratified, affirmed and extended to secure the Obligations after giving effect to this Eighth Amendment.


 


8.3         Counterparts.
This Eighth Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts
taken together shall be deemed to constitute one and the same instrument. Delivery of this Eighth Amendment by facsimile or electronic
(e.g. pdf) transmission shall be effective as delivery of a manually executed original counterpart hereof.


 


8.4         No
Oral Agreement. This written Eighth Amendment, the Credit Agreement and the other Loan Papers executed in connection herewith and
therewith represent the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous, or unwritten
oral agreements of the parties. There are no subsequent oral agreements between the parties.


 


8.5         Governing
Law. This Eighth Amendment (including, but not limited to, the validity and enforceability hereof) shall be governed by, and construed
in accordance with, the laws of the State of New York.


 


8.6         Payment
of Expenses. Borrower agrees to pay or reimburse Administrative Agent for all of its out-of-pocket costs and expenses incurred in
connection with this Eighth Amendment, any other documents prepared in connection herewith and the transactions contemplated hereby,
including, without limitation, the reasonable fees and disbursements of counsel to Administrative Agent.


 


8.7         Severability.
Any provision of this Eighth Amendment which 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.


 


8.8         Successors
and Assigns. This Eighth Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors
and assigns.





Page 5


     


    



8.9         Loan
Paper. This Eighth Amendment shall constitute a “Loan Paper” for all purposes under the other Loan Papers.


 


8.10       Waiver of Jury Trial. Section 14.13 of the Credit Agreement is hereby incorporated by reference, mutatis mutandis.


 


[signature pages follow]






Page 6


     


    

IN WITNESS WHEREOF, the
parties hereto have caused this Eighth Amendment to be duly executed effective as of the date first written above.


 





	BORROWER:	LAREDO PETROLEUM, INC.
	 	 	 
	 	By:	/s/ Bryan Lemmerman
	 	Name: 	Bryan Lemmerman
	 	Title:	Senior Vice President and Chief
Financial Officer



 


	GUARANTORS:	LAREDO MIDSTREAM SERVICES, LLC
	 	 	 
	 	By:	/s/ Bryan Lemmerman
	 	Name: 	Bryan Lemmerman
	 	Title:	Senior Vice President and Chief
Financial Officer
	 	 	 
	 	GARDEN CITY MINERALS, LLC
	 	 
	 	By:	/s/ Bryan Lemmerman
	 	Name: 	Bryan Lemmerman
	 	Title:	Senior Vice President and Chief
Financial Officer


 


Signature
Page to Eighth Amendment
to 

Fifth Amended and Restated
Credit Agreement





 


     


    



	 	WELLS FARGO BANK, N.A., 

as Administrative Agent and as a Bank
	 	 	 
	 	By:	/s/ Muhammad A. Dhamani
	 	Name: 	Muhammad A. Dhamani
	 	Title:	Managing Director


 


Signature
Page to Eighth Amendment
to 

Fifth Amended and Restated
Credit Agreement




 


     


    



	 	BANK OF AMERICA, N.A., 

as a Bank
	 	 	 
	 	By:	/s/ Ajay Prakash
	 	Name: 	Ajay Prakash
	 	Title:	Director



 


Signature
Page to Eighth Amendment
to 

Fifth Amended and Restated
Credit Agreement



 


     


    



	 	CAPITAL ONE, NATIONAL ASSOCIATION, 

as a Bank
	 	 	 
	 	By:	/s/ Christopher Kuna
	 	Name: 	Christopher Kuna
	 	Title:	Senior Director



 


Signature
Page to Eighth Amendment
to 

Fifth Amended and Restated
Credit Agreement



 


     


    



	 	PNC BANK, NATIONAL ASSOCIATION, successor to BBVA
USA, 

as a Bank
	 	 	 
	 	By:	/s/ Julia Barnhill
	 	Name: 	Julia Barnhill
	 	Title:	Vice President


 


Signature
Page to Eighth Amendment
to 

Fifth Amended and Restated
Credit Agreement




 


     


    



	 	COMERICA BANK, 

as a Bank
	 	 	 
	 	By:	/s/ Cassandra Lucas
	 	Name: 	Cassandra Lucas
	 	Title:	Portfolio Manager


 


Signature
Page to Eighth Amendment
to 

Fifth Amended and Restated
Credit Agreement




 


     


    



	 	TRUIST BANK, formerly known as BRANCH BANKING AND
TRUST COMPANY, 

as a Bank
	 	 	 
	 	By:	/s/ James Giordano
	 	Name: 	James Giordano
	 	Title:	Managing Director


 


Signature
Page to Eighth Amendment
to 

Fifth Amended and Restated
Credit Agreement




 


     


    



	 	CITIBANK, N.A., 

as a Bank
	 	 	 
	 	By:	/s/ Cliff Vaz
	 	Name: 	Cliff Vaz
	 	Title:	Vice President


 


Signature
Page to Eighth Amendment
to 

Fifth Amended and Restated
Credit Agreement




 


     


    



	 	KEYBANK NATIONAL ASSOCIATION, 

as a Bank
	 	 	 
	 	By:	/s/ George E. McKean
	 	Name: 	George E. McKean
	 	Title:	Senior Vice President


 


Signature
Page to Eighth Amendment
to 

Fifth Amended and Restated
Credit Agreement




 


     


    



	 	MIZUHO BANK, LTD., 

as a Bank
	 	 	 
	 	By:	/s/ Edward Sacks
	 	Name: 	Edward Sacks
	 	Title:	Authorized Signatory


 


Signature
Page to Eighth Amendment
to 

Fifth Amended and Restated
Credit Agreement




 


     


    



	 	TEXAS CAPITAL BANK, N.A., 

as a Bank
	 	 	 
	 	By:	/s/ Quinn Markham
	 	Name: 	Quinn Markham
	 	Title:	Senior Vice President


 


Signature
Page to Eighth Amendment
to 

Fifth Amended and Restated
Credit Agreement




 


     


    



	 	ZIONS BANCORPORATION, N.A. dba AMEGY BANK,


as a Bank
	 	 	 
	 	By:	/s/ Matt Lang
	 	Name: 	Matt Lang
	 	Title:	Vice President – Amegy Bank Division



 


Signature
Page to Eighth Amendment
to 

Fifth Amended and Restated
Credit Agreement



 


     


    















ANNEX A


 


Amended Credit Agreement


 


[See Attached.]




    


     


    

Execution Version


 


ANNEX A TO SEVENTH EIGHTH AMENDMENT








	 






 


FIFTH AMENDED AND RESTATED





CREDIT AGREEMENT


 


DATED AS OF





MAY 2, 2017


 


AMONG


 


LAREDO PETROLEUM, INC.,





AS BORROWER


 


THE FINANCIAL INSTITUTIONS LISTED ON SCHEDULE 1
HERETO,





AS BANKS,


 


WELLS FARGO BANK, N.A., AS ADMINISTRATIVE
AGENT,


 


BANK OF AMERICA, N.A., AS SYNDICATION
AGENT,


 


BBVA
USAPNC BANK, NATIONAL
ASSOCIATION, CAPITAL ONE, NATIONAL ASSOCIATION, CITIBANK, N.A., KEYBANK NATIONAL ASSOCIATION, MIZUHO BANK,
LTD.,


TEXAS CAPITAL BANK, N.A., AND TRUIST
BANK,





 


AS CO-DOCUMENTATION AGENTS


 


AND


 


WELLS FARGO SECURITIES, LLC, BOFA SECURITIES,
INC.,





BBVA
USAPNC CAPITAL MARKETS LLC, CAPITAL
ONE, NATIONAL ASSOCIATION,


CITIBANK, N.A., KEYBANK NATIONAL ASSOCIATION,


MIZUHO BANK,
LTD., TEXAS CAPITAL BANK, N.A., AND TRUIST BANKSECURITIES,
INC.,





 


AS JOINT LEAD ARRANGERS AND JOINT BOOKRUNNERS








	 







 








    


     


    

TABLE OF CONTENTS


	 	 
	 	Page No.
	 	 
	ARTICLE I TERMS DEFINED	1
	 	 
	Section 1.1  	Terms Defined Above	1
	Section 1.2  	Certain Defined Terms	1
	Section 1.3  	Accounting Terms and Determinations	49
	Section 1.4  	Classification of Loans and Borrowings	4450
	Section 1.5 	Interpretation	4450
	Section 1.6  	Rates	50
	Section 1.7  	Divisions	4551
	 	 
	ARTICLE II THE CREDIT FACILITIES	4651
	 	 
	Section 2.1  	Commitments	4651
	Section 2.2  	Method of Borrowing	5056
	Section 2.3  	Method of Requesting Letters of Credit	5156
	Section 2.4  	Notes	5157
	Section 2.5  	Interest Rates; Payments	5258
	Section 2.6  	Mandatory Prepayments	5460
	Section 2.7  	Voluntary Prepayments	5460
	Section 2.8  	Mandatory Termination of Commitments; Termination Date and Maturity	5460
	Section 2.9  	Voluntary Reduction of Aggregate Maximum Credit Amount	5460
	Section 2.10  	Application of Payments	5554
	Section 2.11  	Commitment Fee	5554
	Section 2.12  	Letter of Credit Fees and Letter of Credit Fronting Fees	5554
	Section 2.13  	Agency and Other Fees	5554
	Section 2.14  	Loans and Borrowings Under Existing Credit Agreement	5554
	Section 2.15  	Automatic Debt Issuance Borrowing Base Adjustments	5655
	Section 2.16  	Increases, Reductions and Terminations of Aggregate Elected Commitment Amount	63
	 	 
	ARTICLE III GENERAL PROVISIONS	5965
	 	 
	Section 3.1  	The Notes	5965
	Section 3.2  	General Provisions as to Payments	5965
	Section 3.3  	Funding Losses	6167
	Section 3.4  	Non-Receipt of Funds by Administrative Agent	6167
	Section 3.5  	Defaulting Banks	6268
	 	 
	ARTICLE IV BORROWING BASE	6261
	 	 
	Section 4.1  	Reserve Reports; Proposed Borrowing Base	6261
	Section 4.2  	Periodic Determinations of the Borrowing Base; Procedures and Standards	6362
	Section 4.3  	Special Determination of Borrowing Base	6370
	Section 4.4  	Borrowing Base Deficiency	6470
	Section 4.5  	Initial Borrowing Base	71
	Section 4.6  	Asset Disposition Adjustment	6571






    i


     


    

	ARTICLE V COLLATERAL AND GUARANTIES	6572
	 	 
	Section 5.1  	Security	6572
	Section 5.2  	Title Information	6673
	Section 5.3  	Guarantees	73
	Section 5.4  	Additional Guarantors	6773
	 	 
	ARTICLE VI CONDITIONS TO BORROWINGS	6773
	 	 
	Section 6.1  	Conditions to Initial Borrowing and Participation in Letter of Credit Exposure	6773
	Section 6.2  	Conditions to each Borrowing and each Letter of Credit	7069
	Section 6.3  	Materiality of Conditions	7170
	 	 
	ARTICLE VII REPRESENTATIONS AND WARRANTIES	7170
	 	 
	Section 7.1  	Existence and Power	7170
	Section 7.2  	Corporate, Limited Liability Company, Partnership and Governmental Authorization; Contravention	7170
	Section 7.3  	Binding Effect	7178
	Section 7.4  	Financial Information	7278
	Section 7.5  	Litigation	7278
	Section 7.6  	ERISA	7278
	Section 7.7  	Taxes and Filing of Tax Returns	7379
	Section 7.8  	Title to Properties; Liens	7379
	Section 7.9  	Mineral Interests	7379
	Section 7.10  	Business; Compliance	7379
	Section 7.11  	Licenses, Permits, Etc.	7372
	Section 7.12  	Compliance with Law; Compliance with Anti-Corruption Laws and Sanctions	7473
	Section 7.13  	Ownership Interests	7473
	Section 7.14  	Full Disclosure	7481
	Section 7.15  	Organizational Structure; Nature of Business	7581
	Section 7.16  	Environmental Matters	7581
	Section 7.17  	Burdensome Obligations	7675
	Section 7.18  	Government Regulations	7675
	Section 7.19  	No Default	7675
	Section 7.20  	Gas Balancing Agreements and Advance Payment Contracts	7675
	Section 7.21  	Qualified ECP Guarantor	7675
	Section 7.22  	Solvency	7675
	 	 
	ARTICLE VIII AFFIRMATIVE COVENANTS	7675
	 	 
	Section 8.1  	Information	7683
	Section 8.2  	Business of Credit Parties	8079
	Section 8.3  	Maintenance of Existence	8079
	Section 8.4  	Right of Inspection; Books and Records	8079
	Section 8.5  	Maintenance of Insurance	80
	Section 8.6  	Payment of Obligations	8180
	Section 8.7  	Compliance with Laws and Documents	8180
	Section 8.8  	Operation of Properties and Equipment	81
	Section 8.9  	Further Assurances	8281
	Section 8.10  	Environmental Law Compliance and Indemnity	8281






    ii


     


    

	Section
    8.11  	Title
    Data	8382
	Section
    8.12  	ERISA Reporting
    Requirements	8483
	Section
    8.13  	Commodity Exchange
    Act Keepwell Provisions	8483
	Section
    8.14  	EEA Financial Institutions	8491
	Section
    8.15  	Accounts	8491
	Section
    8.16  	Unrestricted
    Subsidiaries	91
	 	 
	ARTICLE
    IX NEGATIVE COVENANTS	8592
	 	 
	Section
    9.1  	Debt	8592
	Section
    9.2  	Restricted Payments	93
	Section
    9.3  	Liens; Negative
    Pledge	93
	Section
    9.4  	Consolidations and
    Mergers	94
	Section
    9.5  	Asset Dispositions	94
	Section
    9.6  	Use of Proceeds	94
	Section
    9.7  	Investments	8795
	Section
    9.8  	Transactions with
    Affiliates	8795
	Section
    9.9  	ERISA	95
	Section
    9.10  	Hedge Transactions	96
	Section
    9.11  	Operating Leases	96
	Section
    9.12  	Acquisition	97
	Section
    9.13  	Repayment of Senior
    Notes; Amendment to Terms of Senior Indenture	8997
	Section
    9.14  	Non-Eligible Contract
    Participants	98
	Section
    9.15  	Legacy Asset Disposition
    Agreement	9098
	Section
    9.16  	Sabalo Acquisition
    Agreement	9098
	Section
    9.17	Renewable
    Product Purchase Documents	98
	Section
    9.18	Designation
    and Conversion of Restricted and Unrestricted Subsidiaries	98
	 	 
	ARTICLE
    X FINANCIAL COVENANTS	9199
	 	 
	Section
    10.1  	Financial Covenants	9199
	 	 
	ARTICLE
    XI DEFAULTS	9199
	 	 
	Section
    11.1  	Events of Default	9199
	Section
    11.2  	Credit Bidding	93101
	 	 
	ARTICLE
    XII AGENTS	9495
	 	 
	Section
    12.1  	Appointment and
    Authorization of Administrative Agent; Secured Hedge Transactions	9495
	Section
    12.2  	Delegation of Duties	9495
	Section
    12.3  	Default; Collateral	9596
	Section
    12.4  	Liability of Administrative
    Agent	9798
	Section
    12.5  	Reliance by Administrative
    Agent	9798
	Section
    12.6  	Notice of Default	9899
	Section
    12.7  	Credit Decision;
    Disclosure of Information by Administrative Agent	9899
	Section
    12.8  	Indemnification
    of Agents	99100
	Section
    12.9  	Administrative Agent
    in its Individual Capacity	99100
	Section
    12.10 	Successor Administrative
    Agent and Letter of Credit Issuer	99100
	Section
    12.11 	Syndication Agent;
    Other Agents; Arrangers	100101
	Section
    12.12 	Administrative Agent
    May File Proof of Claim	100101






    iii


     


    

	Section 12.13 	Secured Hedge Transactions	101102
	Section 12.14 	Erroneous Payment	101102
	Section 12.15 	Certain ERISA Matters	103104
	 	 
	ARTICLE XIII PROTECTION OF YIELD; CHANGE IN LAWS	104112
	 	 
	Section 13.1  	Alternate Rate of Interest104Changed
Circumstances	112
	Section 13.2 	Illegality of Eurodollar Tranches	107116
	Section 13.3  	Increased Cost of Eurodollar SOFR Tranche	117
	Section 13.4  	Adjusted Base Rate Tranche Substituted for Affected Eurodollar SOFR Tranche	118
	Section 13.5  	Capital Adequacy	118
	Section 13.6  	Taxes	110120
	Section 13.7  	Discretion of Banks as to Manner of Funding	113123
	Section 13.8  	Replacement of Banks	113123
	 	 
	ARTICLE XIV MISCELLANEOUS	123
	 	 
	Section 14.1  	Notices; Effectiveness; Electronic Communications	123
	Section 14.2  	Waivers and Amendments; Acknowledgments	116
	Section 14.3  	Expenses; Documentary Taxes; Indemnification	127
	Section 14.4  	Right and Sharing of Set-Offs	119
	Section 14.5  	Survival	119120
	Section 14.6  	Limitation on Interest	120
	Section 14.7  	Invalid Provisions	120121
	Section 14.8  	Successors and Assigns	121
	Section 14.9  	Applicable Law and Jurisdiction	132
	Section 14.10 	Counterparts; Effectiveness	123124
	Section 14.11 	No Third Party Beneficiaries	123124
	Section 14.12 	COMPLETE AGREEMENT	123124
	Section 14.13 	WAIVER OF JURY TRIAL, PUNITIVE DAMAGES, ETC.	124
	Section 14.14 	Confidential Information	124134
	Section 14.15 	No Advisory or Fiduciary Responsibility	125126
	Section 14.16 	USA Patriot Act Notice	126
	Section 14.17 	Acknowledgement and Consent to Bail-In of Affected Financial Institutions	126
	Section 14.18 	[Reserved]	126127
	Section 14.19 	Acknowledgement Regarding Any Supported QFC	126127
	Section 14.20 	Counterparts; Effectiveness; Electronic Execution	137







    iv


     


    

FIFTH AMENDED AND RESTATED CREDIT
AGREEMENT


 


THIS FIFTH AMENDED
AND RESTATED CREDIT AGREEMENT is entered into effective as of May 2, 2017, among Laredo Petroleum, Inc., a Delaware corporation
(“Borrower”), Wells Fargo Bank, N.A., a national banking association, as administrative agent for the
Banks (in such capacity, together with its successors in such capacity, “Administrative Agent”), Bank
of America, N.A., BMO Harris Financing, Inc. and Capital One, National Association, as Co-Syndication Agents and Societe Generale
and The Bank of Nova Scotia, as Co -Documentation Agents, and each of the Banks (as defined
below) from time to time party hereto.


 


RECITALS:


 


WHEREAS, Borrower,
Administrative Agent and the financial institutions party thereto as Banks (the “Existing Banks”) are
party to that certain Fourth Amended and Restated Credit Agreement dated as of December 31, 2013 (as amended, supplemented or otherwise
modified prior to the Effective Date, the “Existing Credit Agreement”) pursuant to which the banks thereunder
provided Borrower with a revolving credit facility;


 


WHEREAS, the
parties hereto desire to amend and restate in its entirety the Existing Credit Agreement in the form of this Agreement to (a)
renew and rearrange the indebtedness outstanding under the Existing Credit Agreement (but not to repay or pay off any such
indebtedness) and (b) amend certain other terms
of the Existing Credit Agreement in certain respects as provided in this Agreement.


 


NOW, THEREFORE, in
consideration of the premises, the representations, warranties, covenants and agreements contained herein, and other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, Borrower, Administrative Agent, and Banks hereby agree
as follows, amending and restating the Existing Credit Agreement in its entirety:


 


ARTICLE I





TERMS DEFINED


 


Section
1.1     Terms Defined Above. As used in this Agreement, each term defined above as the meaning indicated above.


 


Section
1.2     Certain Defined Terms. The following terms, as used herein, have the following meanings:


 


“Account”
means any deposit account, securities account, commodities account, or any other demand, time, savings, passbook or similar account
maintained with a bank or other financial institution.


 


“Account
Control Agreement” means an agreement which grants the Administrative Agent “control” as defined in the
Uniform Commercial Code in effect in the applicable jurisdiction over the applicable Account, in form and substance reasonably
acceptable to the Administrative Agent. For clarity, amounts and Cash Equivalents on deposit or held in an Account subject to an
Account Control Agreement shall be deemed “unrestricted and unencumbered” for purposes of the definitions of Consolidated
Total Leverage Ratio and Net Debt unless and until the Administrative Agent shall have given a notice of “exclusive control”
or “sole control” and




    1


     


    

terminated any right of any Credit Party
to direct transfers from such Account without the consent or other action of the Administrative Agent.


 


“Acquisition”
means one or more acquisitions by Credit Parties of certain oil, gas and mineral properties.


 


“Act” has the meaning set
forth in Section 14.16.


 


“Additional Bank” has the
meaning given to such term in Section 2.16(a).


 


“Additional
Bank Certificate” has the meaning given to such term in Section 2.16(b)(vii).


 


“Adjusted
Base Rate” means, on any day, the greatest of (a) the Base Rate in effect on such day, (b) the sum of (i) the Federal
Funds Rate in effect on such day, plus (ii) one half of one percent (.5%), (c) the Adjusted LIBOR
Rate for a one month Interest Period on such day (or if such day is not a Eurodollar Business Day, the immediately preceding Eurodollar
Business Day) plus 1.0%, or zero percent (0%), provided that, for the avoidance of doubt, the Adjusted LIBOR Rate for any
day shall be based on the rate (rounded upwards, if necessary, to the next 1/16 of 1%) at which dollar deposits of $5,000,000 with
a one month maturity are offered by the principal London office of the Administrative Agent in immediately available funds in the
London interbank market at approximately 11:00 a.m., London time, on such day (or the immediately preceding Eurodollar Business
Day if such day is not a day on which banks are open for dealings in dollar deposits in the London interbank market)Term
SOFR for a one month tenor in effect on such day plus 1.0%; provided that, clause (c) of this definition shall not be applicable
during any period in which the Adjusted Term SOFR or Term SOFR is unavailable or unascertainable, and (d) 1.0%. Each
change in the Adjusted Base Rate shall become effective automatically and without notice to Borrower or any Bank upon the effective
date of each change in the Federal Funds Rate, the Base Rate or the Adjusted LIBOR RateTerm
SOFR, as the case may be.


 


“Adjusted
Base Rate Borrowing” means any Borrowing which will constitute an Adjusted Base Rate Tranche.


 


“Adjusted
Base Rate Tranche” means the portion of the principal of any Loan bearing interest with reference to the Adjusted
Base Rate.


 


“Adjusted
LIBOR Rate” applicable to any Interest Period, means the greater of a rate per annum equal to the quotient
obtained (rounded upwards, if necessary, to the next higher 1/16 of 1%) by dividing the applicable LIBOR Rate by 1.00 minus the
Eurodollar Reserve Percentage, and zero percent (0%).


 


“Adjusted
Term SOFR” means, for purposes of any calculation, the rate per annum equal to (a) Term SOFR for such calculation plus
(b) the Term SOFR Adjustment; provided that if Adjusted Term SOFR as so determined shall ever be less than the Floor, then Adjusted
Term SOFR shall be deemed to be the Floor.


 


“Administrative
Agent” means Wells Fargo Bank, N.A. in its capacity as Administrative Agent for Banks hereunder or any successor
thereto.





    2


     


    

“Administrative Questionnaire”
means an Administrative Questionnaire in a form supplied by the Administrative Agent.


 


“Advance Payment
Contract” means any contract whereby any Credit Party either (a) receives
or becomes entitled to receive (either directly or indirectly) any payment (an “Advance Payment”)
to be applied toward payment of the purchase price of Hydrocarbons produced or to be produced from Mineral Interests owned by
any Credit Party and which Advance Payment is paid or to be paid in advance of actual delivery of such production to or for
the account of the purchaser regardless of such production, or (b) grants an option or right of refusal to the purchaser to
take delivery of such production in lieu of payment, and, in either of the foregoing instances, the Advance Payment is, or is
to be, applied as payment in full for such production when sold and delivered or is, or is to be, applied as payment for a
portion only of the purchase price thereof or of a percentage or share of such production; provided that inclusion of
the standard “take or pay” provision in any gas sales or purchase contract or any other similar contract shall
not, in and of itself, constitute such contract as an Advance Payment Contract for the purposes hereof.


 


“Affected
Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.


 


“Affected Loans”
has the meaning set forth in Section 13.2(a).


 


“Affiliate”
means, as to any Person, any Subsidiary of such Person, or any other Person which, directly or indirectly, controls, is controlled
by, or is under common control with, such Person. For the purposes of this definition, “control” (including with correlative
meanings, the terms “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 and policies
of such Person, whether through the ownership of voting securities or partnership interests, or by contract or otherwise.


 


“Agent Parties” has the
meaning set forth in Section 14.1(c).


 


“Agents”
means Administrative Agent and any other agent appointed under this Agreement.


 


“Aggregate
Elected Commitment Amount” at any time shall equal the sum of the Elected Commitments, as the same may be terminated,
reduced or increased from time to time in accordance with the terms hereof. As of the Fourth Eighth Amendment Effective Date, the Aggregate Elected Commitment Amount is $725,000,0001,000,000,000.


 


“Aggregate
Maximum Credit Amount” at any time shall equal the sum of the Maximum Credit Amounts, as the same may be increased,
reduced or terminated from time to time in accordance with the terms hereof.


 


“Agreement”
means this Fifth Amended and Restated Credit Agreement, including the Schedules and Exhibits hereto, and as the same may from time
to time be amended, modified, supplemented or restated.


 


“Amount of Capped Distributions, and Investments and Redemptions” means, as of any time, the amount of Capped Distributions,
 and Investments and
Redemptions through and including such time; provided that, the amount of Permitted Investments described
in subclause





    3


     


    

(l)(ii) of the definition thereof and made pursuant to Section
9.7 shall be determined as of the date such Investment is made.


 


“Announcements”
has the meaning assigned to such term in Section 1.6.


 


“Annualized
EBITDAX” means, for the purposes of calculating the financial ratio set forth in Section 10.1(b)
for (a) each Rolling Period ending on or prior to September 30, 2017 and (b)   solely
to the extent the Sabalo Acquisition Closing Date occurs prior to August 1, 2021, each of the Rolling Periods ending on
September 30, 2021, December 31, 2021 and March 31, 2022, Borrower’s actual Consolidated EBITDAX for such Rolling
Period multiplied by the factor determined for such Rolling Period in accordance with the table below:


 


	Rolling Period Ending	Factor
	March 31, 2017	4
	June 30, 2017	2
	September 30, 2017	4/3
	September 30, 2021	4
	December 31, 2021	2
	March 31, 2022	4/3


 


“Anti-Corruption
Laws” means all laws, rules, and regulations of the United States of America applicable to Borrower or any of its
Subsidiaries from time to time concerning or relating to bribery or corruption including, without limitation, the FCPA.


 


“Applicable
Environmental Law” means any Law, statute, ordinance, rule, regulation, order or determination of any Governmental
Authority or any board of fire underwriters (or other body exercising similar functions), affecting any real or personal property
owned, operated or leased by any Credit Party or any other operation of any Credit Party in any way pertaining to health, safety
or the environment, including all applicable zoning ordinances and building codes, flood disaster Laws and health, safety and environmental
Laws and regulations, and further including (a) the Comprehensive Environmental Response, Compensation, and Liability Act of 1980,
as amended by the Superfund Amendments and Reauthorization Act of 1986 (as amended from time to time, herein referred to as “CERCLA”),
(b) the Resource Conservation and Recovery Act of 1976, as amended by the Used Oil Recycling Act of 1980, the Solid Waste Recovery
Act of 1976, as amended by the Solid Waste Disposal Act of 1980, and the Hazardous and Solid Waste Amendments of 1984 (as amended
from time to time, herein referred to as “RCRA”), (c) the Safe Drinking Water Act, as amended, (d) the
Toxic Substances Control Act, as amended, (e) the Clean Air Act, as amended, (f) the Occupational Safety and Health Act of 1970,
as amended, (g) the Laws, rules and regulations of any state having jurisdiction over any real or personal property owned, operated
or leased by any credit Party or any other operation of any Credit Party which relates to health, safety or the environment, as
each may be amended from time to time, and (h) any federal, state or municipal Laws, ordinances or regulations which may now or
hereafter require removal of asbestos or other hazardous wastes or impose any liability related to asbestos or other hazardous
wastes. The terms “hazardous substance”, “petroleum”, “release” and “threatened release”
have the meanings specified in CERCLA, and the terms “solid waste” and “disposal” (or “disposed”)
have the meanings specified in RCRA; provided that, in the event either CERCLA or RCRA is amended so as to broaden the meaning
of any term defined thereby, such broader meaning shall apply subsequent to the effective date of such amendment with respect to
all





    4


     


    

provisions of this Agreement; provided
further that, to the extent the Laws of the state in which any real or personal property owned, operated or leased by any Credit
Party is located establish a meaning for “hazardous substance”, “petroleum”, “release”, “solid
waste” or “disposal” which is broader than that specified in either CERCLA or RCRA, such broader meaning shall
apply in so far as such broader meaning is applicable to the real or personal property owned, operated or leased by any such Credit
Party and located in such state.


 


“Applicable
Margin” means, on any date, with respect to each Eurodollar SOFR Tranche or Adjusted Base Rate Tranche, an amount determined by reference to the ratio of Outstanding Revolving Credit to the then
effective Borrowing Base, on such date, in accordance with the table below:


 


	Pricing

    Level	Ratio
    of Outstanding

    Revolving Credit to

    Borrowing Base	Applicable Margin

for Eurodollar SOFR

Tranches	Applicable
    Margin

    for Adjusted Base

    Rate Tranches
	I	≥90%	3.500%	2.500%
	II	≥75%
    but <90%	3.250%	2.250%
	III	≥50% but <75%	3.000%	2.000%
	IV	≥25% but <50%	2.750%	1.750%
	V	<25%	2.500%	1.500%


 


Each change in the
Applicable Margin shall apply during the period commencing on the effective date of such change and ending on the date immediately
preceding the effective date of the next such change; provided that, if at any time Borrower fails to deliver a Reserve
Report pursuant to Section 4.1, then the “Applicable Margin” means the rate per annum set forth on the
grid at Pricing Level I.


 


“Approved
Petroleum Engineer” means Ryder Scott Company, L.P. or another reputable firm of independent petroleum engineers
as shall be selected by Borrower and approved by Required Banks, such approval not to be unreasonably withheld.


 


“Arrangers”
means, collectively, Wells Fargo Securities, LLC, BBVA USAPNC
Capital Markets LLC, Capital One, National Association, Citibank, N.A., KeyBank National Association, Mizuho Bank, Ltd.,
Texas Capital Bank, N.A., and Truist BankSecurities,
Inc., and BofA Securities, Inc. (or any other registered broker-dealer wholly-owned by Bank of America Corporation to
which all or substantially all of Bank of America Corporation’s, or any of its subsidiaries’ investment banking, commercial
lending services or related businesses may be transferred following the date of this Agreement), in their capacities as joint lead
arrangers and joint bookrunners and “Arranger” means any of them individually.


 


“Asset
Disposition” means the sale, assignment, lease, license, transfer, exchange or other disposition by any Credit Party
of all or any portion of its right, title and interest in any Borrowing Base Property or the termination (other than at its scheduled
maturity) or monetization by any Credit Party of any Borrowing Base Hedge.


 


“Assignee” has the meaning
given such term in Section 14.8(d).


 


“Assignment
and Assumption Agreement” has the meaning given such term in Section 14.8(d).





    5


     


    

“Authorized
Officer” means, as to any Person, its Chairman, Chief Executive Officer, Chief Financial Officer, Vice-Chairman,
President, Executive Vice President(s), Senior Vice President(s) or Vice President duly authorized to act on behalf of such Person.


 


“Available
Amount” means, at any time, the sum of (without duplication): (a) (i)
during the period from the Eighth Amendment Effective Date to and including December 31, 2022, $250,000,000, (ii) during the period
from and after January 1, 2023 to and including December 31, 2023, $50,000,000 and (iii) during any period of any four (4) consecutive
Fiscal Quarters commencing and ending thereafter, $50,000,000, less (b) the sum of, if positive, (i) the aggregate
amount of all Redemptions Distributions
permitted and made pursuant to Section 9.13(a)(i),
minus (ii)
the net cash proceeds received by the Borrower in connection with the issuance of common equity in the Borrower after the
Seventh Amendment Effective Date.9.2(b), plus (ii) the aggregate
amount of all Redemptions (excluding the amount of premiums paid thereon incurred in connection therewith) permitted and made pursuant
to Section 9.13(a)(i), in the case of each of the foregoing clauses (b)(i) and (b)(ii), during the fiscal period described
in clause (a)(i), clause (a)(ii), or clause (a)(iii), as applicable.


 


“Available
Free Cash Flow” means, as of any time, the sum of (a) Free Cash Flow for the most recent four fiscal quarter period
ended prior thereto for which the financial statements have been delivered or deemed delivered pursuant to Section 8.1,
minus (b) the aggregate amount of all Distributions permitted and made pursuant to Section 9.2(b) during such
four fiscal quarter period, minus (c) the aggregate amount of all Redemptions permitted and made pursuant to Section
9.13(a)(i) during such four fiscal quarter period.


 


“Available
Tenor” means, as of any date of determination and with respect to any then-current Benchmark, as applicable, (a)
if such Benchmark is a term rate, any tenor for such Benchmark (or
component thereof) that is or may be used for determining the length of an Interest Period pursuant to this Agreement or
(b) otherwise, any payment period for interest calculated with reference to such Benchmark, as
applicable, (or component thereof) that
is or may be used for determining the length of an Interest Period pursuant to this Agreement
any frequency of making payments of interest calculated
with reference to such Benchmark, in each case, as of such date and not including, for the avoidance of doubt, any
tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 13.1(c)(iv).


 



“Bail-In
Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect
of any liability of an Affected Financial Institution.


 


“Bail-In
Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of
the European Parliament and of the Council of the European Union, the implementing law, regulation rule or requirement for such
EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule)  and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any
other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment
firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).


 



“Bank”
means (a) any financial institution listed on Schedule 1 hereto as having a Commitment and (b) any Person that shall
have become a party to this Agreement as an Additional





    6


     


    

Bank pursuant to Section 2.16, and in each case
such Bank’s successors and assigns, and “Banks” shall mean all Banks.


 


“Bank Products” means
any of the following bank services: (a) commercial credit cards, (b) stored
value cards, and (c) treasury management services (including, without limitation, controlled disbursement,
automated clearinghouse transactions, return items, overdrafts and interstate depository network services).


 


“Bank Products
Provider” means any Bank or Affiliate of a Bank that provides Bank Products to any Credit Party.


 


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


 


“Base Rate”
means the fluctuating rate of interest in effect for such day as publicly announced from time to time by Wells Fargo Bank, N.A.
as its “prime rate.” The “prime rate” is a rate set by Wells Fargo Bank, N.A. based upon various factors
including Wells Fargo Bank, N.A.’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 such rate
announced by Wells Fargo Bank, N.A. shall take effect at the opening of business on the day specified in the public announcement
of such change.


 


“Base
Rate Term SOFR Determination Day” has the meaning assigned thereto in the definition of “Term SOFR”.


 


“Benchmark”
means, initially, USD LIBORthe
Term SOFR Reference Rate; provided that if a Benchmark Transition Event, a Term SOFR
Transition Event, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement
Date have has occurred with respect
to USD LIBOR the Term
SOFR Reference Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark
Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section
13.1(c)(i).


 



“Benchmark
Replacement” means, for any Available Tenor:


 


(a)         with respect to any Benchmark Transition Event or Early Opt-in Election, the first alternative set forth in the
order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date:


 


(i)           the sum of: (A) Term SOFR and (B) the related Benchmark
Replacement Adjustment;


 


(ii)          
the sum of: (C) Daily Simple SOFR and (D) the
related Benchmark Replacement Adjustment;





 


the sum of:
(iii)“Benchmark Replacement”
means, with respect to any Benchmark Transition Event, the sum of: (a) the alternate benchmark rate that has
been selected by the Administrative Agent and (iii)          the Borrower as
the replacement for such Benchmark for the applicable Corresponding Tenor giving due consideration to (xi)
any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the
Relevant





    7


     


    

Governmental Body or (y)
any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for such Benchmark for syndicated
credit facilities denominated in the currency applicable to such Benchmark at such time and (iii) the related Benchmark Replacement
Adjustment; ii) any evolving or then-prevailing market convention for determining
a benchmark rate as a replacement for the then-current Benchmark for dollar-denominated syndicated credit facilities and (b) the
related Benchmark Replacement Adjustment; provided that, if such Benchmark Replacement as so determined would be less than the
Floor, such Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Papers.


 


(b)          with respect to any Term SOFR Transition Event, the sum of (i) Term SOFR and (ii) the related Benchmark Replacement
Adjustment; or


 


(c)          with respect to any Other Benchmark Rate Election, the sum of: (i) the alternate benchmark rate that has been selected
by the Administrative Agent and the Borrower as the replacement for the then-current Benchmark for the applicable Corresponding
Tenor giving due consideration to any evolving or then-prevailing market convention for determining a benchmark rate as a replacement
for the then-current Benchmark for dollar-denominated syndicated credit facilities at such time and (ii) the related Benchmark
Replacement Adjustment;


 


provided, that, (I)
in the case of clause (a)(i) above, if the Administrative Agent decides that Term SOFR is not administratively feasible for the
Administrative Agent, then Term SOFR will be deemed unable to be determined for purposes of this definition and (II) in the case
of clause (a)(i) or clause (b) above, the applicable Unadjusted Benchmark Replacement is displayed on a screen or other information
service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion. If the
Benchmark Replacement as determined pursuant to clause (a)(i), (a)(ii) or (a)(iii), clause (b) or clause (c) above would be less
than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan
Papers.


 


“Benchmark
Replacement Adjustment” means, with respect to any replacement of any then-current Benchmark with an Unadjusted
Benchmark Replacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement:


 


(a)          for purposes of clause (a)(i) and clause (b) of the definition of “Benchmark Replacement”, an amount
equal to (i) 0.11448% (11.448 basis points) for an Available Tenor of one-month’s duration, (ii) 0.26161% (26.161 basis points)
for an Available Tenor of three-months’ duration and (iii) 0.42826% (42.826 basis points) for an Available Tenor of six-months’
duration;


 


(b)          for purposes of clause (a)(ii) of the definition of “Benchmark Replacement”, an amount equal to 0.11448%
(11.448 basis points);


 


(c)for
purposes of clause (a)(iii) of the definition of “Benchmark Replacement”“Benchmark
Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark
Replacement for any applicable Available Tenor, the spread adjustment, or method for calculating or determining such
spread adjustment, (which may be a positive or negative value or zero) that has been selected by the





    8


     


    

Administrative Agent and the Borrower giving due consideration to (ia)
any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the
replacement of such Available Tenor of such Benchmark with the applicable Unadjusted
Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement
Date or (iior (b) any evolving or then-prevailing market convention for
determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Available
Tenor of such Benchmark with the applicable Unadjusted Benchmark Replacement for dollar-denominated syndicated credit facilities;
and.


 


(d)        
for purposes of clause (c) of the definition of “Benchmark Replacement”, the spread adjustment, or method
for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected
by the Administrative Agent and the Borrower giving due consideration to any evolving or then-prevailing market convention for
determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Available
Tenor of such Benchmark with the applicable Unadjusted Benchmark Replacement for dollar-denominated syndicated credit facilities.


 



“Benchmark
Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative
or operational changes (including changes to the definition of “Adjusted Base Rate,” the definition of “Business
Day,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest,
timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of
breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate
to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Administrative
Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion
of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for
the administration of such Benchmark Replacement exists, in such other manner of administration as the Administrative Agent decides
is reasonably necessary in connection with the administration of this Agreement and the other Loan Papers).


 


“Benchmark
Replacement Date” means, with respect to any then-current Benchmark, the earliest earlier to occur of the following events with respect to such Benchmark:


 


(a)         
in the case of clauses (a) or (b) of the definition of “Benchmark Transition Event”, the later of (i)
the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator
of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all
Available Tenors of such Benchmark (or such component thereof); or


 


(b)         
in the case of clause (c) of the definition of “Benchmark Transition Event”, the date of the public
statement or publication of information referenced therein;


 


(c)         
in the case of a Term SOFR Transition Event, the date that is thirty (30) days after the Administrative Agent has
provided the Term SOFR Notice to the Banks and the Borrower pursuant to Section 13.1(c)(i)(B); or





    9


     


    

(b)             (d)in the case of an Early Opt-in Election or an Other Benchmark Rate Election,
the sixth (6th) Business Day after the date notice of such Early Opt-in Election or Other Benchmark Rate Election, as applicable,
is provided to the Banks, so long as the Administrative Agent has not received, by in
the case 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date
notice of such Early Opt-in Election or Other Benchmark Rate Election, as applicable, is provided to the Banks, written notice
of objection to such Early Opt-in Election or Other Benchmark Rate Election, as applicable, from Banks comprising the Required
Banks.of clause (c) of the definition of “Benchmark
Transition Event,” the first date on which such Benchmark (or the published component used in the calculation thereof) has
been determined and announced by or on behalf of the administrator of such Benchmark (or such component thereof) or the regulatory
supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative or non-compliant with
or non-aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks; provided
that such non-representativeness, non-compliance or non-alignment will be determined by reference to the most recent statement
or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues
to be provided on such date.


 


For the avoidance of
doubt, (x) if the event giving rise to the Benchmark Replacement Date occurs on the same day as,
but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred
prior to the Reference Time for such determination and (y) the “Benchmark Replacement Date” will be
deemed to have occurred in the case of clauses (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event
or events set forth therein with respect to all then -current Available Tenors of such Benchmark (or the published component used
in the calculation thereof).


 


“Benchmark
Replacement Tranche” means the portion of the principal of any Loan bearing interest with reference to the Benchmark
Replacement.


 


“Benchmark
Transition Event” means, with respect to any then-current Benchmark, the occurrence of one or more of the following
events with respect to such Benchmark:


 


(a)        a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published
component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available
Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement
or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such
component thereof);


 


(b)       a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark
(or the published component used in the calculation thereof), the Board, the Federal Reserve Bank of New York, the central bank
for the currency applicable to such Benchmark, an insolvency official with jurisdiction over the administrator for such Benchmark
(or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or
a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component),
which states that the administrator of such





    10


     


    

Benchmark (or such component)
has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely,
provided, that, at the time of such statement or publication, there is no successor administrator that will continue to provide
any Available Tenor of such Benchmark (or such component thereof); or


 


(c)       a public statement or publication of information by the regulatory supervisor for or on behalf of the administrator of such Benchmark (or the published component used in
the calculation thereof) or the regulatory supervisor for the administrator of such Benchmark (or
such component thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no
longer not, or as of a specified future date will not be, representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO)
Principles for Financial Benchmarks.


 



For the avoidance of
doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement
or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark
(or the published component used in the calculation thereof).


 


“Benchmark
Transition Start Date” means in the case of a Benchmark Transition Event, the earlier of (a) the applicable Benchmark
Replacement Date and (b) if such Benchmark Transition Event is a public statement or publication of information of a prospective
event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the
expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or
publication).


 


“Benchmark
Unavailability Period” means, with respect to any then -current Benchmark,
the period (if any) (a) beginning at the time that a Benchmark Replacement Date with respect to
such Benchmark pursuant to clauses (a) or (b) of the definition thereof has occurred if, at such time, no Benchmark
Replacement has replaced such the then-current Benchmark for all purposes hereunder and under any Loan Paper in accordance with Section 13.1(c) and (b) ending at the time
that a Benchmark Replacement has replaced such the then-current Benchmark for all purposes hereunder and under any Loan Paper in accordance with Section 13.1(c).


 


“Benefit
Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I
of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any
Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or
Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.


 


“Benefitting Guarantor” means a Guarantor for which funds or other support are required for such Guarantor to constitute an Eligible Contract Participant.


 


“BHC Act Affiliate”
means, as to any Person, an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C.
1841(k)) of such Person.


 


“Board” means
the Board of Governors of the Federal Reserve System of the United States of America or any successor Governmental Authority.





    11


     


    

“Borrower” has the meaning
set forth in the initial paragraph hereof.


 


“Borrower Materials” has
the meaning set forth in Section 8.1.


 


“Borrowing”
means any disbursement to Borrower under, or to satisfy the obligations of any Credit Party under, any of the Loan Papers.


 


“Borrowing
Base” means, at any time, an amount determined in accordance with Article IV. As of the Fourth Eighth Amendment Effective Date, the Borrowing Base
is $725,000,0001,250,000,000.


 



“Borrowing
Base Deficiency” means, as of any date, the amount, if any, by which (a) the Outstanding Revolving Credit on such
date, exceeds (b) the Borrowing Base in effect on such date; provided that, for purposes of computing the existence and
amount of any Borrowing Base Deficiency, Letter of Credit Exposure will not be deemed to be outstanding to the extent funds have
been deposited with Administrative Agent to secure such Letter of Credit Exposure pursuant to Section 2.1(b).


 


“Borrowing
Base Hedge” means, at any time, any Oil and Gas Hedge Transaction that has been incorporated into the determination
of the Borrowing Base (as determined by Administrative Agent) then in effect.


 


“Borrowing
Base Properties” means all Mineral Interests evaluated by Banks for purposes of establishing the Borrowing Base.
The Borrowing Base Properties on the Effective Date constitute all of the Mineral Interests described in the Initial Reserve Report.


 


“Borrowing
Base Value” means, with respect to any Borrowing Base Properties, or any Hedge Agreement in respect of commodities,
the value the Administrative Agent attributed to such asset in connection with the most recent determination of the Borrowing Base
(which Borrowing Base was approved by the Banks in accordance with Section 4.2).


 


“Borrowing
Date” means the Eurodollar U.S. Government
Securities Business Day or the Business Day, as the case may be, upon which the proceeds of any Borrowing are made available
to Borrower or to satisfy the obligations of Borrower or any other Credit Party.


 


“Business
Day” means any day except that (a)
is not a Saturday, Sunday or other day on which the Federal Reserve Bank of New York is
closed and (b) is not a day on which national banks in New York, New York or Dallas, Texas are authorized by Law to
close.


 


“Capital
Lease” means, for any Person as of any date, any lease of property, real or personal, which would be capitalized
on a balance sheet of the lessee prepared as of such date in accordance with GAAP as in effect on December 31, 2016.


 


“Capped
Distributions, and Investments and Redemptions” means, as of any time, the sum of (a) Distributions
permitted and made pursuant to Section 9.2(b), plus (b) Permitted Investments described in subclause (l)(ii)
of the definition thereof and made pursuant to Section 9.7, plus Redemptions
permitted and made pursuant to Section 9.13(a), in each case, from and after April 1, 2020.





    12


     


    

“Cash Equivalents”
means Investments of the type described in clauses (b) through (e) in the definition of Permitted Investments.


 


“Certificate
of Ownership Interests” means a Certificate of Ownership Interests in the form of Exhibit E attached
hereto to be executed and delivered by an Authorized Officer of Borrower pursuant to Section 6.1(a)(vi).


 


“Change
of Control” means the occurrence of any of the following whether voluntary or involuntary, including by operation
of law: (a) any Credit Party other than Borrower shall cease to be a wholly-owned Subsidiary of Borrower, except as a result of
a merger or consolidation permitted under Section 9.4, (b) the acquisition of ownership, directly or indirectly,
beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the
Securities and Exchange Commission thereunder as in effect on the date hereof) other than the
Permitted Holders, of Equity representing more than 50% of the aggregate ordinary voting power represented by the
issued and outstanding Equity of Borrower or (c) occupation of a majority of the seats (other than vacant seats) on the board of
directors of Borrower by Persons who were not (i) on the board of directors on the Effective Date, (ii) nominated by the board
of directors of Borrower, or (iii) appointed by directors a majority of whom were on the board of directors on the Effective Date
or so nominated.


 


“Closing Date” means May
2, 2017.


 


“Closing
Transactions” means the transactions to occur on or prior to the Effective Date pursuant to this Agreement.


 


“Code” means the Internal
Revenue Code of 1986, as amended.


 


“Commitment”
means, with respect to any Bank, the commitment of such Bank to make Loans and to acquire participations in Letters of Credit hereunder,
as such amount may be terminated, reduced or increased from time to time in accordance with the provisions hereof. The amount representing
each Bank’s Commitment shall at any time be the least of (a) such Bank’s Maximum Credit Amount, (b) such Bank’s
Commitment Percentage of the then effective Borrowing Base and (c) such Bank’s Elected Commitment.


 


“Commitment
Fee Percentage” means, on any date, the percentage determined pursuant to the table below based on the ratio of the
Outstanding Revolving Credit on such date to the then effective Borrowing Base on such date:


 


	Pricing	Ratio of Outstanding	Commitment Fee
	Level	Revolving Credit to	Percentage
	 	Borrowing Base	 
	I	≥90%	0.500%
	II	≥75% but <90%	0.500%
	III	≥50% but <75%	0.500%
	IV	≥25% but <50%	0.500%
	V	<25%	0.500%


 


“Commitment
Percentage” means, with respect to any Bank at any time, the percentage of the Aggregate Elected Commitment Amount
represented by such Bank’s Elected Commitment,





    13


     


    

as such percentage may be modified from
time to time pursuant to Section 2.16(e) or otherwise hereunder.


 


“Commodity
Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time,
and any successor statute.


 


“Conforming
Changes” means, with respect to either the use or administration of Term SOFR or the use, administration, adoption or
implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition
of “Adjusted Base Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities
Business Day,” the definition of “Interest Period” or any similar or analogous definition (or the addition of
a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing
of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the
applicability of Section 3.3 and other technical, administrative or operational matters) that the Administrative Agent decides
may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof
by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides
that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines
that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative
Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Papers).


 


“Consolidated
Cash Balance” means the aggregate amount of (a) cash, (b) Cash Equivalents and (c) any other marketable securities,
treasury bonds and bills, certificates of deposit, investments in money market funds and commercial paper, in each case, held or
owned by (either directly or indirectly), credited to the account of or that would otherwise be required to be reflected as an
asset on a balance sheet prepared in accordance with GAAP, in each case of Borrower or any of its Restricted Subsidiaries; provided that the Consolidated Cash Balance shall exclude, without duplication, any cash or Cash Equivalents (v)
for which Borrower or any of its Restricted Subsidiaries have, in the ordinary course of
business, issued checks or initiated wires or ACH transfers in order to utilize such cash or Cash Equivalents, (w) allocated for,
reserved or otherwise set aside to pay royalty obligations, working interest obligations, vendor payments, suspense payments, similar
payments as are customary in the oil and gas industry, severance and ad valorem taxes, payroll, payroll taxes, other taxes, and
employee wage and benefit payment obligations of the Borrower or any Restricted Subsidiary, in each case, due and owing on or before
the last Business Day of the then next occurring calendar week, (x) constituting pledges and/or deposits securing or in respect
of (or allocated for, reserved or otherwise set aside to pay the purchase price and related obligations under) binding and enforceable
purchase and sale agreements with any Persons who are not Affiliates of the Credit Parties, in each case to the extent permitted
by this Agreement, (y) posted as collateral to secure obligations to any Letter of Credit Issuer, or (z) subject to a Lien pursuant
to clause (i) or clause (k) of the definition of Permitted Encumbrances.


 


“Consolidated
Current Assets” means, for any Person at any time, the sum of (a) the current assets of such Person and its Consolidated
Restricted Subsidiaries at such time, plus (b) in the case of Borrower, the Revolving Availability
at such time. For purposes of this definition, any non-cash assets resulting from the requirements of ASC 815 for any period of
determination shall





    14


     


    

be excluded from the determination of current
assets of such Person and its Consolidated Restricted Subsidiaries.


 


“Consolidated
Current Liabilities” means, for any Person at any time, the current liabilities of such Person and its Consolidated Restricted Subsidiaries at such time. For purposes of this definition, any non-cash liabilities
resulting from the requirements of ASC 815 for any period of determination shall be excluded from the determination of current
liabilities of such Person and its Consolidated Restricted Subsidiaries.


 


“Consolidated
EBITDAX” means, for any Person for any period, the Consolidated Net Income of such Person for such period, (a) plus
each of the following, to the extent deducted in determining Consolidated Net Income without duplication, determined for such Person
and its Consolidated Restricted Subsidiaries
on a consolidated basis for such period: (i) any provision for (or less any benefit from) income or franchise Taxes; (ii) interest
expense (as determined under GAAP as in effect as of December 31, 2016), (iii) depreciation, depletion and amortization expense;
(iv) exploration expenses; and (v) other non -cash charges to the extent not already included in the foregoing clauses (ii), (iii)
or (iv), (b) plus the aggregate Specified EBITDAX Adjustments during such period; provided that the aggregate Specified
EBITDAX Adjustments shall not exceed fifteen percent (15%) of the Consolidated EBITDAX for such period prior to giving effect to
any Specified EBITDAX Adjustments for such period, and (c) minus all non-cash income to the extent included in determining Consolidated
Net Income. For the purposes of calculating Consolidated EBITDAX for any Rolling Period in connection with any determination of
the financial ratio contained in Section 10.1(b), if during such Rolling Period, Borrower or any Consolidated Restricted Subsidiary shall have made a Material Disposition or Material Acquisition, the
Consolidated EBITDAX for such Rolling Period shall be calculated after giving pro forma effect thereto as if such Material Disposition
or Material Acquisition, as applicable, occurred on the first day of such Rolling Period.


 


“Consolidated
Net Income” means, for any Person as of any period, the net income (or loss) of such Person and its Consolidated Restricted Subsidiaries for such period determined in accordance with GAAP; provided
that there shall be excluded from such net income (to the extent otherwise included therein) the following: (a) the income of any
other Person (other than its Consolidated Restricted Subsidiaries) in which such Person or any of its Subsidiaries has an ownership interest, unless received by such Person or its
Consolidated  Restricted Subsidiaries in
a cash distribution (provided that this clause (a) shall not prohibit any Specified EBITDAX Adjustment from being added to Consolidated
Net Income in accordance with the definition of Consolidated EBITDAX); (b) any after-tax gains attributable to asset dispositions;
(c) to the extent not included in clauses (a) and (b) above, any after-tax (i) extraordinary gains (net of extraordinary losses),
or (ii) non-cash nonrecurring gains; and (d) non-cash or nonrecurring charges to the extent not already included in clauses (a),
(b), or (c) of this definition.


 


“Consolidated
Subsidiary” or “Consolidated Subsidiaries” means, for any Person,
at any time, any Subsidiary or other entity the accounts of which would be consolidated with those of such Person in its consolidated
financial statements as of such time.


 


“Consolidated
Total Leverage Ratio” means, as of any date of calculation, with respect to Section 10.1(b), the ratio
of (a) (i) if there are no Loans outstanding on such date, Net Debt of Borrower and its Restricted Subsidiaries as of such day, or (ii) if there are Loans outstanding on such date, Total Debt of Borrower and its Restricted Subsidiaries as of such date minus unrestricted





    15


     


    

and unencumbered cash and Cash Equivalents on such date
up to $50,000,000 , to
(b) Consolidated EBITDAX (or, in the case of the Fiscal Quarters ending (i) on or prior to September 30, 2017 and (ii) solely
to the extent the Sabalo Acquisition Closing Date occurs prior to August 1, 2021, on September 30, 2021, December 31, 2021
and March 31, 2022, Annualized EBITDAX) for the Rolling Period ending on such date.


 


“Conversion Date” has the
meaning set forth in Section 2.5(c).


 


“Corresponding
Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or
an interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor.


 


“Covered
Entity” means any of the following: (a) a “covered entity” as that term is defined in, and interpreted
in accordance with, 12 C.F.R. § 252.82(b); (b) a “covered bank” as that term is defined in, and interpreted in
accordance with, 12 C.F.R. § 47.3(b); or (c) a “covered FSI” as that term is defined in, and interpreted in accordance
with, 12 C.F.R. § 382.2(b).


 


“Covered Party”
has the meaning set forth in Section 14.19.


 


“Credit
Parties” means, collectively, Borrower and each direct or indirect Restricted
Subsidiary of Borrower, and “Credit Party” means any one of the foregoing.


 


“Current
Financials” means (a) the most recent annual audited consolidated balance sheet of Borrower and the related consolidated
statements of operations and cash flow delivered to Banks hereunder, and (b) the most recent quarterly unaudited consolidated balance
sheet of Borrower and the related consolidated statements of operations and cash flow delivered to Banks hereunder.


 


“Daily
Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which will include a lookback)
being established by the Administrative Agent in accordance with the conventions for this rate selected or recommended by the Relevant
Governmental Body for determining “Daily Simple SOFR” for syndicated business loans; provided, that if the Administrative Agent decides that any such convention is not administratively feasible for
the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable discretion.


 


“Debt”
of any Person means, without duplication: (a) all obligations of such Person for borrowed money, (b) all obligations of such
Person evidenced by bonds, debentures, notes or other similar instruments, (c) all other indebtedness (including obligations
under Capital Leases, other than Capital Leases which are usual and customary oil and gas leases) of such Person on which
interest charges are customarily paid or accrued, (d) all Guarantees by such Person, (e) the unfunded or unreimbursed portion
of all letters of credit issued for the account of such Person, (f)  any
amount owed by such Person representing the deferred purchase price for property or services acquired by such Person other
than trade payables incurred in the ordinary course of business which are not more than ninety (90) days past the invoice
date, (g) all obligations of such Person secured by a Lien (other than a Permitted Encumbrance) on any property or asset
owned or held by that Person regardless of whether the indebtedness secured thereby shall have been assumed by that Person or
is non-recourse to the credit of that Person, and (h) all liability of such Person as a general partner of a partnership for
obligations of such partnership of the nature described in (a) through (g) preceding. The Debt of any Person shall include
all obligations of





    16


     


    

such Person of the character described
above to the extent such Person remains legally liable in respect thereof notwithstanding that any such obligation is not included
as a liability of such Person under GAAP. Notwithstanding anything to the contrary, neither direct nor indirect obligations of
a Person in respect of Hedge Transactions shall constitute Debt.


 


“Debt Issuance Date” means
any date on which a Credit Party issues Senior Notes.


 


“Debtor
Relief Laws” means the Bankruptcy Code and all other applicable liquidation, conservatorship, bankruptcy, moratorium,
rearrangement, receivership, insolvency, reorganization, suspension of payments or similar debtor relief laws from time to time
in effect affecting the rights of creditors generally.


 


“Default”
means any condition or event which constitutes an Event of Default or which with the giving of notice or lapse of time or both
would, unless cured or waived, become an Event of Default.


 


“Default
Rate” means a rate per annum during the period commencing on the due date until such amount is paid in full equal
to the sum of (a) two percent (2%), plus (b) the Adjusted Base Rate plus the Applicable Margin then in effect for Adjusted Base
Rate Borrowings (provided that, if such amount in default is principal of a Borrowing subject to a Eurodollar SOFR Tranche and the due date is a day other than the last day of an Interest Period therefor, the “Default Rate” for such principal shall be, for the period from and including the due date and to but excluding
the last day of the Interest Period therefor, (i) two percent (2%), plus (ii) the Applicable Margin then in effect for Eurodollar SOFR Borrowings, plus (iii) the LIBOR Rate Adjusted Term SOFR for such Borrowing for such Interest Period as provided in Section
2.5, and thereafter, the rate provided for above in this definition).


 


“Default
Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§
252.81, 47.2 or 382.1, as applicable.


 


“Defaulting
Bank” means any Bank that (a) has failed, within two (2) Business Days of the date required to be funded or paid,
to (i) fund any portion of its Loans, (ii) fund any portion of its participations in Letters of Credit or (iii) pay over to any
Credit Party any other amount required to be paid by it hereunder; (b) has notified Borrower or any Credit Party in writing, or
has made a public statement, to the effect that it does not intend or expect to comply with any of its funding obligations under
this Agreement or generally under other agreements in which it commits to extend credit; (c) has failed, within three (3) Business
Days after request by the Administrative Agent or a Credit Party, acting in good faith, to provide a certification in writing from
an authorized officer of such Bank that it will comply with its obligations to fund prospective Loans and participations in then
outstanding Letters of Credit under this Agreement; provided that such Bank shall cease to be a Defaulting Bank pursuant
to this clause (c) upon such Credit Party’s receipt of such certification in form and substance satisfactory to it and the
Administrative Agent; or (d) has (or whose bank holding company (or any other Person controlling such Bank) has) (i) become the
subject of a proceeding under any Debtor Relief Law, (ii) been placed into receivership, conservatorship or bankruptcy or (iii)
become the subject of a Bail-in Action; provided that a Bank shall not become a Defaulting Bank solely as a result of the
acquisition or maintenance of an ownership interest in such Bank or Person controlling such Bank or the exercise of control (other
than through the appointment of a conservator or receiver) over a Bank or Person controlling such Bank by a Governmental Authority
or an instrumentality thereof, so long as such ownership





    17


     


    

interest does not result in or provide
such Bank with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs
of attachment on its assets or permit such Bank (or such Governmental Authority) to modify, reject, repudiate, disavow or disaffirm
any contracts or agreements made with such Bank. For purposes of this definition, “control” (including with correlative
meaning “controlling”) shall have the meaning given to such term in the definition of Affiliate; provided, further,
that the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official
by a supervisory authority or regulator with respect to a Bank or any Person controlling such Bank under the Dutch Financial Supervision
Act 2007 (as amended from time to time and including any successor legislation) shall not be deemed to result in an event described
in (d) hereof so long as such appointment does not result in or provide such Bank with immunity from the jurisdiction of courts
within the United States or from enforcement of judgments or writs of attachment on its assets or permit such Bank (or such administrator,
provisional liquidator, conservator, receiver, trustee, custodian or other similar official or Governmental Authority) to modify,
reject, repudiate, disavow or disaffirm any contracts or agreements made with such Bank.


 


“Determination”
means any Periodic Determination or Special Determination (including any Determination pursuant to Section 4.6).


 


“Determination
Date” means (a) each May 1 and November 1, commencing November 1, 2017, and (b) with respect to any Special Determination,
the first day of the first month which is not less than 30 days following the date of a request for a Special Determination. The
Effective Date shall also constitute a Determination Date for purposes of this Agreement.


 


“Distribution”
by any Person, means (a) with respect to any stock issued by such Person or any partnership, joint venture, limited liability company,
membership or other equity ownership interest of such Person, the retirement, redemption, purchase, or other acquisition for value
of any such stock, partnership, joint venture, limited liability company, membership or other equity ownership interest, (b) the
declaration or payment of any dividend or other distribution on or with respect to any stock, partnership, joint venture, limited
liability company, membership or other equity ownership interest of any Person, and (c) any other payment by such Person with respect
to such stock, partnership, joint venture, limited liability company, membership or other equity ownership interest.


 


“Documentary
Taxes” means any and all present or future stamp or documentary taxes or any other excise or Property taxes, charges
or similar levies arising from any payment made by Borrower or any guarantor hereunder or from the execution, delivery or enforcement
of this Agreement or any other Loan Paper.


 


“Dollars” or “$”
refers to lawful money of the United States of America.


 


“Domestic
Lending Office” means, as to each Bank, its office identified in such Bank’s Administrative Questionnaire as
its Domestic Lending Office or such other office as such Bank may hereafter designate as its Domestic Lending Office by notice
to Borrower and Administrative Agent.


 


“Early
Opt-in Election” means, if the then-current Benchmark is USD LIBOR, the occurrence of:





    18


     


    

(a)          a notification by the Administrative Agent to (or the request by the Borrower to the Administrative Agent to notify)
each of the other parties hereto that at least five currently outstanding Dollar-denominated syndicated credit facilities at such
time contain (as a result of amendment or as originally executed) a SOFR-based rate (including SOFR, a term SOFR or any other rate
based upon SOFR) as a benchmark rate (and such syndicated credit facilities are identified in such notice and are publicly available
for review), and


 


(b)          the joint election by the Administrative Agent and the Borrower to trigger a fallback from USD LIBOR and the provision
by the Administrative Agent of written notice of such election to the Banks.


 


 


“EDGAR”
means the Electronic Data Gathering, Analysis, and Retrieval computer system for the receipt, acceptance, review and dissemination
of documents submitted to the SEC in electronic format.


 


“EEA Financial
Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject
to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an
institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which
is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision
with its parent.


 


“EEA Member
Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.


 


“EEA Resolution
Authority” means any public administrative authority or any Person entrusted with public administrative authority
of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.


 


“Effective
Date” means the date on which the conditions specified in Section 6.1 are satisfied (or waived in accordance
with Section 14.2).


 


“Eighth
Amendment” means that certain Eighth Amendment to Fifth Amended and Restated Credit Agreement dated as of the Eighth
Amendment Effective Date by and among Borrower, Administrative Agent and Banks party thereto.


 


“Eighth Amendment Effective
Date” means April 13, 2022.


 


“Elected
Commitment” means, as to any Bank, the amount set forth opposite such Bank’s name on Schedule 1
under the caption “Elected Commitment”, as the same may be terminated, reduced or increased from time to time in accordance
with the provisions hereof.


 


“Elected
Commitment Increase Certificate” has the meaning given to such term in Section 2.16(b)(vi).


 


“Election Notice” has the
meaning given to such term in Section 4.4.


 


“Electronic
Record” has the meaning assigned to that term in, and shall be interpreted in accordance with, 15 U.S.C. 7006.





    19


     


    

“Electronic
Signature” has the meaning assigned to that term in, and shall be interpreted in accordance with, 15 U.S.C. 7006.


 


“Eligible
Contract Participant” means an “eligible contract participant” as defined in the Commodity Exchange Act
and the regulations thereunder.


 


“Energy
Transition Investment” means Investments directly or indirectly made by Borrower or any other Credit Party in any Person,
business, line of business or asset (i) related to, and that is the same as or related, ancillary to or complementary to any of
the businesses of the Borrower or any other Credit Party, (a) changes in, transitions from or other modifications to, energy production
or consumption systems relying on non-renewable energy sources to energy production or consumption systems relying on renewable
energy sources or mixed energy sources, (b) renewable energy production, infrastructure, transportation or consumption, (c) emissions reduction, carbon offsets or
decarbonization or (d) renewable energy credits, emissions, air quality or other environmental attributes or benefits, howsoever
entitled or designated, including, in each case and without limitation, transition fuels, energy storage, electrified transport,
electrified heat, hydrogen production and refueling infrastructure, carbon capture and storage and research, development and manufacturing
with respect to any of the foregoing or (ii) related to Technology Commercialization; provided that, in the case of this
clause (ii), at the time of such Investment, such Investment is related, ancillary or complementary to, or may be used or useful
in, any of the businesses of the Borrower or any other Credit Party.


 


“Environmental
Complaint” means any complaint, summons, citation, notice, directive, order, claim, litigation, investigation, proceeding,
judgment, letter or other communication from any federal, state or municipal authority or any other party against any Credit Party
involving (a) a Hazardous Discharge from, onto or about any real property owned, leased or operated at any time by any Credit Party,
(b) a Hazardous Discharge caused, in whole or in part, by any Credit Party or by any Person acting on behalf of or at the instruction
of any Credit Party, or (c) any violation of any Applicable Environmental Law by any Credit Party.


 


“Environmental
Liability” means any liability, loss, fine, penalty, charge, Lien, damage, cost, or expense of any kind that results
directly or indirectly, in whole or in part (a) from the violation of any Applicable Environmental Law, (b) from the release or
threatened release of any Hazardous Substance, (c) from removal, remediation, or other actions in response to the release or threatened
release of any Hazardous Substance, (d) from actual or threatened damages to natural resources, (e) from the imposition of injunctive
relief or other orders, (f) from personal injury, death, or property damage which occurs as a result of any Credit Party’s
use, storage, handling, or the release or threatened release of a Hazardous Substance, or (g) from any environmental investigation
performed at, on, or for any real property owned by any Credit Party.


 


“Equity”
means shares of capital stock or a partnership, profits, capital or member interest, or options, warrants or any other right to
substitute for or otherwise acquire the capital stock or a partnership, profits, capital or member interest of any Credit Party.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute.


 


“ERISA
Affiliate” means each trade or business (whether or not incorporated) which together with Borrower or any Credit
Party would be deemed to be a “single employer” within the





    20


     


    




meaning of section 4001(b)(1) of ERISA
or subsections (b), (c), (m) or (o) of section 414 of the Code.


 


“Erroneous Payment” has
the meaning assigned thereto in Section 12.14(a).


 


“Erroneous
Payment Deficiency Assignment” has the meaning assigned to such term in Section 12.14(d).


 


“Erroneous
Payment Impacted Class” has the meaning assigned to such term in Section 12.14(d).


 


“Erroneous
Payment Return Deficiency” has the meaning assigned to such term in Section 12.14(d).


 


“EU Bail-In
Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any
successor Person), as in effect from time to time.


 


“Eurodollar”,
when used in reference to any Loan or Borrowing, refers to the fact that such Loan, or the Loans comprising such Borrowing, are
bearing interest at a rate determined by reference to the Adjusted LIBOR Rate.


 


“Eurodollar
Borrowing” means any Borrowing which will constitute a Eurodollar Tranche.


 


“Eurodollar
Business Day” means any Business Day on which commercial banks are open for international business (including
dealings in dollar deposits) in London.


 


“Eurodollar
Lending Office” means, as to each Bank, its office, branch or Affiliate located at its address identified
in such Bank’s Administrative Questionnaire as its Eurodollar Lending Office or such other office, branch or Affiliate of
such Bank as it may hereafter designate as its Eurodollar Lending Office by notice to Borrower and Administrative Agent.


 


“Eurodollar
Reserve Percentage” means for any day that percentage (expressed as a decimal) which is in effect on such
day, as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve
requirement for a member bank of the Federal Reserve System in New York, New York in respect of “Eurocurrency liabilities”
(or in respect of any other category of liabilities which includes deposits by reference to which the interest rate on Eurodollar
Tranches is determined or any category of extensions of credit or other assets which includes loans by a non -United States office
of any Bank to United States residents). The Adjusted LIBOR Rate shall be adjusted automatically on and as of the effective date
of any change in the Eurodollar Reserve Percentage.


 


“Eurodollar
Tranche” means, with respect to any Interest Period, any portion of the principal amount outstanding under
the Loans which bears interest at a rate computed by reference to the Adjusted LIBOR Rate for such Interest Period.


 


“Event of Default” has the
meaning set forth in Section 11.1.


 


“Excluded
Account” means any deposit account, securities account or commodities account of a Credit Party holding amounts to
be used exclusively for funding accrued payroll,





    21


     


    

payment and performance in full of the
Obligations, and each joinder or supplement thereto now or hereafter executed.


 


“FATCA”
means Sections 1471 through 1474 of the Code as of the date of this Agreement and any regulations thereunder or official interpretations
thereof.


 


“FCA”
has the meaning assigned to such term in Section 1.6.


 


“FCPA” means the Foreign
Corrupt Practices Act of 1977, as amended.


 


“FDIC”
means the Federal Deposit Insurance Corporation of the United States of America or any successor Governmental Authority.


 


“Federal
Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight
federal funds transactions with members of the Federal Reserve System arranged by federal
funds brokers on such daySOFR
Administrator, as published by the Federal Reserve Bank of New York SOFR
Administrator on the Business Day next succeeding such day; provided that  if such day rate is not so published for any day which is a Business
Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so
published on the next succeeding Business Day, and if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward,
if necessary, to a whole multiple of 1/100 of 1%) charged to Administrative Agent on of
the quotation for such day on such transactions as determined by received
by the Administrative Agent from three federal funds brokers of recognized standing selected by the Administrative
Agent. Notwithstanding the foregoing, if the Federal Funds Rate
shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.


 



“Fee Letter”
means, collectively, (a) the letter agreement dated as of April 26, 2017 between Borrower and Wells Fargo Bank, N.A., and (b) any
other letter agreements entered into from time to time between Borrower, the Administrative Agent and/or Wells Fargo Securities,
LLC providing for the payment of fees to the Administrative Agent, Wells Fargo Bank, N.A. and/or Wells Fargo Securities, LLC in
connection with this Agreement or any transactions contemplated hereby.


 


“Fifth Amendment Effective Date”
means October 22, 2020.


 


“Financial
Stability Board” means the Financial Stability Board (or any successor or replacement organization from time to time).


 


“First Measurement Period”
has the meaning given to such term in Section 9.10.


 


“Fiscal
Quarter” means the three-month periods ending March 31, June 30, September 30 or December 31 of each Fiscal Year.


 


“Fiscal Year” means a twelve-month
period ending December 31.


 


“Flood
Insurance Regulations” means (a) the National Flood Insurance Act of 1968 as now or hereafter in effect or any successor
statute thereto, (b) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statute thereto,
(c) the National Flood Insurance Reform Act of 1994 (amending 42 USC § 4001, et seq.), as the same may be amended or recodified




    23


     


    

from time to time, and (d) the Flood Insurance Reform Act of 2004 and (e) the Biggert-Waters Flood Insurance Reform Act of
2012, as the same may be amended or recodified from time to time and, in each case, any regulations promulgated thereunder.


 


“Floor” means, with respect to any Benchmark, the benchmark rate floor, if any, provided in this Agreement (as of the execution of this
Agreement, the modification, amendment or renewal of this Agreement or otherwise, as applicable) with respect to such Benchmark.


 


“Floor” means,
a rate per annum equal to 0.0%.


 


“Foreign Bank” means a Bank
that is not a U.S. Person.


 


“Fourth Amendment
Effective Date” means April 30, 2020.


 


“Free Cash
Flow” means, as of any date of determination, Consolidated EBITDAX minus the sum for such fiscal period of (without
duplication) (a) consolidated interest expense (paid and capitalized) of Borrower and its Consolidated Restricted Subsidiaries, plus (b) any capital expenditures made by Borrower and
its Consolidated Restricted Subsidiaries,
plus (c) income and franchise taxes plus (d) to the extent actually acquired with or paid for in cash, any Permitted
Investments (other than Cash Equivalents) made by Borrower and its Consolidated Restricted Subsidiaries pursuant to Section 9.7, plus (e) to the extent
actually paid in cash, any mandatory repayments of Debt made during such period, plus (f) exploration expenses, including
plugging and abandonment expenses.


 


“GAAP”
means generally accepted accounting principles in the United States of America as in effect from time to time subject to the terms
and conditions set forth in Section 1.3.


 


“Gas Balancing
Agreement” means any agreement or arrangement whereby any Credit Party, or any other party having an interest in
any Hydrocarbons to be produced from Mineral Interests in which any Credit Party owns an interest, has a right to take more than
its proportionate share of production therefrom.


 


“Governmental
Authority” means any court or governmental department, commission, board, bureau, agency or instrumentality of any
nation or of any province, state, commonwealth, nation, territory, possession, county, parish or municipality, whether now or hereafter
constituted or existing (including any central bank or , 
any supra-national body exercising such powers or functions, such as the European Union or the European Central Bank or
other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining
to government).


 


“Guarantee”
by any Person means any obligation, contingent or otherwise, of such Person directly or indirectly guaranteeing any Debt of any
other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise,
of such Person (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt (whether arising by
virtue of partnership arrangements, by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay,
or to maintain financial statement conditions, by “comfort letter” or other similar undertaking of support or otherwise)
or (b) entered into for the purpose of assuring in any other manner the obligee of such Debt of the payment thereof or to protect
such obligee against loss in respect thereof (in whole or in part), provided that




    24


     


    

the term Guarantee shall not include endorsements
for collection or deposit in the ordinary course of business.


 


“Guarantor”
means Laredo Midstream Services, LLC, a Delaware limited liability company, Garden City Minerals, LLC, a Delaware limited liability
company, and each other existing and future Subsidiary of Borrower.


 


“Hazardous
Discharge” means any releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting,
escaping, leaching, disposing or dumping of any Hazardous Substance from or onto any real property owned, leased or operated at
any time by any Credit Party or any real property owned, leased or operated by any other party.


 


“Hazardous
Substance” means any pollutant, toxic substance, hazardous waste, compound, element or chemical that is defined as
hazardous, toxic, noxious, dangerous or infectious pursuant to any Applicable Environmental Law or which is otherwise regulated
by any Applicable Environmental Law.


 


“Hedge
Agreement” means, collectively, any agreement, instrument, arrangement or schedule or supplement thereto evidencing
any Hedge Transaction.


 


“Hedge
Transaction” means any commodity, interest rate, currency or other swap, option, collar, futures contract or other
contract pursuant to which a Person hedges risks or manages costs related to commodity prices, interest rates, currency exchange
rates, securities prices or financial market conditions (including any agreement, contract or transaction that constitutes a “swap”
within the meaning of section 1a(47) of the Commodity Exchange Act; provided, that for purposes of Sections
8.1(c), 8.1(q), and 9.10, “Hedge Transactions” shall refer to the underlying agreement
and not include any separate guaranty or separate document granting a security interest or other Lien in respect of the obligations
under such underlying agreement). Hedge Transactions expressly include Oil and Gas Hedge Transactions.


 


“Hedge
Transaction Letters of Credit” means Letters of Credit issued to secure Borrower’s obligations to counterparties
under Oil and Gas Hedge Transactions.


 


“Hydrocarbons”
means oil, gas, casinghead gas, drip gasolines, natural gasoline, condensate, distillate, and all other liquid and gaseous hydrocarbons
produced or to be produced in conjunction therewith, and all products, by-products and all other substances derived therefrom or
the processing thereof, and all other minerals and substances produced in conjunction with such substances, including sulphur,
geothermal steam, water, carbon dioxide, helium, and any other minerals, ores, or substances of value, and the products and proceeds
therefrom.


 


“IBA”
has the meaning assigned to such term in Section 1.6.


 


“Increasing Bank” has the
meaning given such term in Section 2.16(a).


 


“Indemnified Entity” has
the meaning assigned to such term in Section 14.3(b).


 


“Indemnified Taxes” means
Taxes other than Excluded Taxes.





    25


     


    

“Initial
Borrowing Base” means a Borrowing Base in the amount of $1,000,000,000, which shall be in effect during the period
commencing on the Effective Date and continuing until the first Determination after the Effective Date.


 


“Initial
Reserve Report” means the “Reserve Report” most recently delivered by Borrower to the Administrative
Agent under and as defined in the Existing Credit Agreement.


 


“Interest Option” has the
meaning given such term in Section 2.5(c).


 


“Interest
Period” means, with respect to each Eurodollar SOFR Tranche, the period commencing on the Borrowing Date or Conversion Date applicable to such Tranche and ending one, two, three, six, or, if available to all Banks, twelve or
six months thereafter, as Borrower may elect in the applicable Request for Borrowing; provided that: any
Interest Period which would otherwise end on a day which is not a Eurodollar Business Day shall be extended to the next
succeeding Eurodollar Business Day unless such Eurodollar Business Day falls in another calendar month, in which case such Interest
Period shall end on the next preceding Eurodollar Business Day; any Interest Period which begins on the last Eurodollar Business
Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such
Interest Period) shall, subject to clause (c) below, end on the last Eurodollar Business Day of a calendar month; and no Interest
Period with respect to any Eurodollar Tranche shall extend past the Termination Date.


 


(a)         
the Interest Period shall commence on the date of advance of or conversion
to any SOFR Loan and, in the case of immediately successive Interest Periods, each successive Interest Period shall commence on
the date on which the immediately preceding Interest Period expires;


 


(b)         
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 unless such next succeeding Business Day would fall in the next calendar month, in which case,
such Interest Period shall expire on the immediately preceding Business Day;


 


(c)         
any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically
corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the last calendar
month at the end of such Interest Period;


 


(d)         
no Interest Period shall extend beyond the Termination Date;


 


(e)         
there shall be no more than ten (10) Interest Periods in effect at any time; and


 


(f)          
no tenor that has been removed from this definition pursuant to Section 13.1(c)(iv) shall be available for specification
in any Request for Borrowing or Rollover Notice.


 


“Investment”
means, with respect to any Person, any loan, advance, extension of credit, capital contribution to, investment in or purchase of
the stock securities of, or interests in, any other Person; provided that, “Investment” shall not include current
customer and trade accounts which are payable in accordance with customary trade terms.





    26


     


    

may agree in its sole discretion) in form and substance
reasonably acceptable to the Administrative Agent;


 


(k)         
The Administrative Agent shall have received a certificate from an Authorized Officer of the Borrower: (i) certifying
that all of the Legacy Asset Disposition Conditions have been satisfied or will be satisfied on the Sabalo Acquisition Closing
Date, (ii)  attaching true, accurate and complete copies
of all agreements, instruments, letters, assignments, bills of sale and other documents (including all amendments, exhibits, schedules
and attachments thereto) executed and delivered in connection with, or otherwise relating to, the Legacy Asset Disposition (other
than the Legacy Asset Disposition Agreement and exhibits, schedules and attachments thereto, in each case, delivered on or prior
to the Sixth Amendment Effective Date), (iii) attaching true, accurate and complete copies of all agreements, instruments, letters,
assignments, bills of sale and other documents (including all amendments, exhibits, schedules and attachments thereto) executed
and delivered in connection with, or otherwise relating to, the Sabalo Acquisition (other than the Sabalo Acquisition Agreement
and exhibits, schedules and attachments thereto, in each case, delivered on or prior to the Sixth Amendment Effective Date) and
(iv) attaching such other documents and other information
as may be reasonably requested by the Administrative Agent or its counsel in connection with the Legacy Asset Disposition and/or
Sabalo Acquisition.


 


“Legacy
Assets” has the meaning given to such term in the definition of Legacy Asset Disposition.


 


“Lending
Office” means, as to any Bank, its Domestic Lending Office or its Eurodollar SOFR Lending Office, as the context may require.


 


“Letter of Credit Application”
has the meaning given such term in Section 2.1(b).


 


“Letter
of Credit Exposure” of any Bank means, collectively, such Bank’s aggregate participation in (a) the unfunded
portion of Letters of Credit outstanding at any time, and (b) the funded but unreimbursed (by Borrower) portion of Letters of Credit
outstanding at such time. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by
its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit
shall be deemed to be “outstanding” in the amount so remaining available to be drawn.


 


“Letter
of Credit Fee” means, for any date, with respect to any Letter of Credit issued hereunder, a fee in an amount equal
to a percentage of the average daily aggregate amount of Letter of Credit Exposure of all Banks during the Fiscal Quarter (or portion
thereof) ending on the date such payment is due (calculated on a per annum basis based on such average daily aggregate Letter of
Credit Exposure) determined by reference to the ratio of Outstanding Revolving Credit to the then effective Borrowing Base on such
date, in accordance with the table below:


 


	Pricing	Ratio of Outstanding	Per Annum Letter
	Level	Revolving Credit to	of Credit Fee
	 	Borrowing Base	 
	I	≥90%	3.500%
	II	≥75% but <90%	3.250%




    29


     


    

 


	Pricing	Ratio of Outstanding	Per Annum Letter
	Level	Revolving Credit to	of Credit Fee
	 	Borrowing Base	 
	III	≥50% but <75%	3.000%
	IV	≥25% but <50	2.750%
	V	<25%	2.500%


 


Such fee shall be payable
in accordance with the terms of Section 2.12. For clarity, each change in the Letter of Credit Fee shall apply during
the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the
next such change, if any; in the case of the change in the Letter of Credit Fee pursuant to the Fifth Amendment to this Agreement,
such change is effective on the Fifth Amendment Effective Date.


 


“Letter
of Credit Fronting Fee” means, with respect to any Letter of Credit issued hereunder, a fee equal to the greater
of (a) $500 or (b) .125% per annum of the average daily amount available to be drawn under such Letter of Credit during the Fiscal
Quarter (or portion thereof) ending on the date the payment of such fee is due.


 


“Letter
of Credit Issuer” means Wells Fargo Bank, N.A. and Bank of America, N.A., each in its capacity as an issuer of Letters
of Credit issued hereunder including the Existing Letters of Credit, as applicable, and each such Person’s successors in
such capacity, and any other Bank designated by Administrative Agent which (without obligation to do so) consents to issue Letters
of Credit hereunder; provided, that no Letter of Credit Issuer shall be required, without the consent of such Letter of Credit
Issuer, to issue Letters of Credit in excess of its LC Issuing Lender Commitment.


 


“Letter
of Credit Period” means the period commencing on the Effective Date and ending five (5) Business Days prior to the
Termination Date.


 


“Letters
of Credit” means, collectively, standby letters of credit issued for the account of Borrower pursuant to Section
2.1(b) and shall include the Existing Letters of Credit, in each case as extended or otherwise modified by the applicable
Letter of Credit Issuer from time to time.


 


“LIBOR
Rate” means, subject to the implementation of a Benchmark Replacement in accordance with Section
13.1(c):


 


(a)          
for any interest rate calculation with respect to a Eurodollar Loan, the rate of interest per annum determined on
the basis of the rate for deposits in Dollars for a period equal to the applicable Interest Period as published by the ICE Benchmark
Administration Limited, a United Kingdom company, or a comparable or successor quoting service approved by the Administrative Agent,
at approximately 11:00 a.m. (London time) two (2) Eurodollar Business Days prior to the first day of the applicable Interest Period.
If, for any reason, such rate is not so published then the “LIBOR Rate” shall be determined by the Administrative Agent
to be the arithmetic average of the rate per annum at which deposits in Dollars would be offered by first class banks in the London
interbank market to the Administrative Agent at approximately 11:00 a.m. (London time) two (2) Eurodollar Business Days prior to
the first day of the applicable Interest Period for a period equal to such Interest Period, and





    30


     


    

(b)         
for any interest rate calculation with respect to an Adjusted Base Rate Loan, the rate of interest per annum determined
on the basis of the rate for deposits in Dollars for an Interest Period equal to one month (commencing on the date of determination
of such interest rate) as published by ICE Benchmark Administration Limited, a United Kingdom company, or a comparable or successor
quoting service approved by the Administrative Agent, at approximately 11:00 a.m. (London time) on such date of determination,
or, if such date is not a Business Day, then the immediately preceding Business Day. If, for any reason, such rate is not so published
then the “LIBOR Rate” for such Adjusted Base Rate Loan shall be determined by the Administrative Agent to be the arithmetic
average of the rate per annum at which deposits in Dollars would be offered by first class banks in the London interbank market
to the Administrative Agent at approximately 11:00 a.m. (London time) on such date of determination for a period equal to one month
commencing on such date of determination.


 



Each calculation by the Administrative
Agent of the LIBOR Rate shall be conclusive and binding for all purposes, absent manifest error.


 


Notwithstanding
the foregoing, unless otherwise specified in any amendment to this Agreement entered into in accordance with Section
13.1(c), in the event that a Benchmark Replacement with respect to the LIBOR Rate is implemented then all references
herein to the LIBOR Rate shall be deemed references to such Benchmark Replacement.


 


“Lien”
means with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of
such asset; provided that a provision in a joint operating agreement, joint development agreement or other similar or customary
agreement made or entered into in the ordinary course of the oil and gas business providing for the reallocation of properties
owned by the parties to such agreement and subject to such agreement at the option of such a party shall not constitute a Lien.
For purposes of this Agreement, a Credit Party shall be deemed to own subject to a Lien any asset which is acquired or held subject
to the interest of a vendor or lessor under any conditional sale agreement, Capital Lease or other title retention agreement relating
to such asset.


 


“Liquidate,”
 “Liquidated” and “Liquidation” when used in reference to any Hedge Agreement
or any portion thereof have the correlative meanings to the term “Swap Liquidation”.


 


“Loan” means a Revolving
Loan, and “Loans” means all Revolving Loans.


 


“Loan Papers”
means this Agreement, the Notes, the Facility Guaranty, the Mortgages, the Security Agreement, the Account Control Agreements,
each other guaranty, security agreement, pledge agreement, or mortgage now or hereafter executed in connection with this Agreement,
the Fee Letter, each Letter of Credit now or hereafter executed and/or delivered, and all other certificates, documents or instruments
delivered in connection with this Agreement, as the foregoing may be amended from time to time.


 


“March
2023 Notes” means the 6.250% senior unsecured notes of Borrower or Predecessor Borrower, as applicable, due March
15, 2023.


 


“Margin
Regulations” mean Regulations T, U and X of the Board of Governors of the Federal Reserve System, as in effect from
time to time.





    31


     


    

“Mineral
Interests” means rights, estates, titles, and interests in and to oil and gas leases and any oil and gas interests,
royalty and overriding royalty interests, production payments, net profits interests, oil and gas fee interests, and other rights
therein, including any reversionary or carried interests relating to the foregoing, together with rights, titles, and interests
created by or arising under the terms of any unitization, communitization, and pooling agreements or arrangements, and all properties,
rights and interests covered thereby, whether arising by contract, by order, or by operation of Law, which now or hereafter include
all or any part of the foregoing.


 


“Monthly
Settlement Payment” means each “Monthly Settlement Payment” (as defined in the Renewable Product Purchase
Agreement) to the extent required to be made by Borrower after the “Commercial Operation Date” (as defined in the Renewable
Product Purchase Agreement) to the RPPA Counterparty and paid in accordance with the terms of, and subject to the conditions set
forth in, the Renewable Product Purchase Documents.


 


“Moody’s”
means Moody’s Investors Service, Inc. and any successor thereto that is a nationally recognized rating agency.


 


“Mortgages”
means all mortgages, amendments to, and amendments and restatements of, mortgages, deeds of trust, security agreements, pledge
agreements and similar documents, instruments and agreements creating, evidencing, perfecting or otherwise establishing the Liens
required by Article V as may have been heretofore or may hereafter be granted or assigned to Administrative Agent
to secure payment of the Obligations or any part thereof, all as amended, supplemented, or otherwise modified from time to time.
All Mortgages shall be in form and substance reasonably satisfactory to Administrative Agent.


 


“Net Cash
Proceeds” means the remainder of (a) the gross cash proceeds received by any Credit Party from any Asset Disposition
(including any associated Hedge Transaction termination receipts) less (b) underwriter discounts and commissions, investment banking
fees, legal, accounting and other professional fees and expenses, and other usual and customary transaction costs including associated
Hedge Transaction termination payments, in each case only to the extent paid or payable by a Credit Party in cash and related to
such Asset Disposition.


 


“Net Debt”
means, at any time, (a) all Debt of Borrower and its Subsidiaries (other than any Debt comprised of contingent obligations in
respect of undrawn Letters of Credit), minus  (b)  
the aggregate amount of unrestricted and unencumbered cash and Cash Equivalents of Borrower and its Subsidiaries.


 


“Note”
means a promissory note of Borrower, payable to a Bank, in substantially the form of Exhibit A hereto, evidencing
the obligation of Borrower to repay to such Bank its Commitment Percentage of the Revolving Loans, together with all modifications,
extensions, renewals and rearrangements thereof, and “Notes” means all of the Notes.


 


“Obligations”
means, collectively, all present and future indebtedness, obligations and liabilities, and all renewals and extensions thereof,
or any part thereof, of each Credit Party (a) to any Bank or to any Affiliate of any Bank arising pursuant to the Loan Papers,
and all interest accrued thereon and costs, expenses and reasonable attorneys’ fees incurred in the enforcement or collection
thereof (including any interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy,
insolvency or reorganization of any Credit Party (or could accrue but for the operation of applicable bankruptcy or insolvency
laws), whether





    33


     


    

or not such interest is allowed or allowable as a claim in
any such case, proceeding or other action), (b) arising under or in connection with any Hedge Transaction (i) existing on the date of this Agreement between a Credit Party
and any counterparty that is a Bank or an Affiliate of a Bank on the date of this Agreement or (ii) entered into on or after the
date of this Agreement between any Credit Party and any counterparty that is or was, at the time such Hedge Transaction was entered
into, a Bank or an Affiliate of a Bank, in the case of this clause (b) regardless of whether such counterparty ceases to be a Bank
or an Affiliate of a Bank and excluding any additional transactions or confirmations entered into after such counterparty ceases
to be a Bank or an Affiliate of a Bank, or after assignment by such counterparty to another counterparty that is not a Bank or
an Affiliate of a Bank, regardless in the case of the foregoing clauses (a) and (b) of whether such indebtedness, obligations and
liabilities are direct, indirect, fixed, contingent, liquidated, unliquidated, joint, several or joint and several and (c) to any
Bank Products Provider in respect of Bank Products; provided that solely with respect to any Guarantor that is not an Eligible
Contract Participant, Excluded Swap Obligations of such Guarantor shall in any event be excluded from “Obligations”
owing by such Guarantor.


 


“Oil and
Gas Hedge Transactions” means a Hedge Transaction pursuant to which any Person hedges the price to be received by
it for future production of Hydrocarbons; provided, that for the sole purposes of Section 9.10, the term “Oil
and Gas Hedge Transactions” shall be deemed to exclude all purchased put options or price floors for Hydrocarbons.


 


“Operating
Lease” means any lease, sublease, license or similar arrangement (other than a Capital Lease and other than leases
with a primary term of one year or less or which can be terminated by the lessee upon notice of one year or less without incurring
a penalty) pursuant to which a Person leases, subleases or otherwise is granted the right to occupy, take possession of, or use
property whether real, personal or mixed; provided that, “Operating Lease” shall not include oil, gas or mineral
leases (or any other contract or similar arrangement excluded from the definition of lease under GAAP as in effect on December
31, 2016) entered into or assigned to any Credit Party in the ordinary course of such Credit Party’s business.


 


“Other
Benchmark Rate Election” means, if the then-current Benchmark is USD LIBOR, the occurrence of:


 


(a)         
a notification by the Administrative Agent to (or the request by the Borrower to the Administrative Agent to notify)
each of the other parties hereto that at least five currently outstanding dollar-denominated syndicated credit facilities at such
time contain (as a result of amendment or as originally executed), in lieu of a USD LIBOR-based rate, a term benchmark rate that
is not a SOFR-based rate as a benchmark rate (and such syndicated credit facilities are identified in such notice and are publicly
available for review), and


 


(b)         
the joint election by the Administrative Agent and the Borrower to trigger a fallback from USD LIBOR and the provision
by the Administrative Agent of written notice of such election to the Banks.


 



“Outstanding
Revolving Credit” means, at any time, the sum of (a) the aggregate Letter of Credit Exposure on such date, including
the aggregate Letter of Credit Exposure related to Letters of Credit to be issued on such date, plus (b) the aggregate outstanding
principal balance of





    34


     


    

the Revolving Loans on such date, including
the amount of any Borrowing to be made on such date.


 


“Overnight
Rate” means, for any day, the greater of (a) the Federal Funds Rate and (b) an overnight rate determined by the Administrative
Agent in accordance with and customary with banking industry rules on interbank compensation.


 


“Participant” has the meaning
given such term in Section 14.8(b).


 


“Participant Register” has
the meaning given such term in Section 14.8(c).


 


“Payment Recipient” has
the meaning assigned to such term in Section 12.14(a).


 


“Payor” has the meaning
assigned to such term in Section 3.4.


 


“Performance
Security” means the “Performance Security” (as defined in the Renewable Product Purchase Agreement) to be
provided by Borrower to the RPPA Counterparty after the Eighth Amendment Effective Date in an aggregate amount not to exceed $30,000,000
and provided in accordance with the terms of, and subject to the conditions set forth in, the Renewable Product Purchase Agreement.


 


“Periodic
Determination” means any determination of the Borrowing Base pursuant to Section 4.2.


 


“Periodic
Term SOFR Determination Day” has the meaning assigned thereto in the definition of “Term SOFR”.


 


“Permitted Encumbrances”
means with respect to any asset:


 


(a)         
Liens securing the Obligations in favor of the Secured Parties or their Affiliates under the Loan Papers;


 


(b)        
easements, rights-of-way, and other similar encumbrances, and minor defects in the chain of title that are customarily
accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of any Credit
Party or materially detract from the value or use of the property to which they apply;


 


(c)         
inchoate statutory or operators’ Liens securing obligations for labor, services, materials and supplies furnished
to Mineral Interests which are not delinquent;


 


(d)        
mechanic’s, materialmen’s, warehouseman’s, journeyman’s and carrier’s Liens and other
similar Liens arising by operation of Law or statute in the ordinary course of business which are not delinquent;


 


(e)         
Liens arising under production sales contracts, Gas Balancing Agreements and joint operating agreements, in each
case that are customary in the oil and gas business, entered into in the ordinary course of business, and taken into account in
computing the net revenue interests and working interests of the Credit Parties, to the extent that any such Lien referred to in
this clause does not materially impair the use of the property covered by





    35


     


    

such Lien for the purposes for which such property
is held by such Credit Party or materially impair the value of such property subject thereto;


 


(f)          
Liens for Taxes or assessments not yet due or not yet delinquent, or, if delinquent, that are being contested in
good faith in the normal course of business by appropriate action, as permitted by Section 8.6 and for which adequate
reserves under GAAP are being maintained;


 


(g)         
royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production,
preferential purchase rights and other burdens on or deductions from the proceeds of production which are granted in the ordinary
course of business in the oil and gas industry, that do not secure Debt for borrowed money and that are taken into account in computing
the net revenue interests and working interests of Borrower or any of its Subsidiaries;


 


(h)         
Liens in connection with workers’ compensation, unemployment insurance or other social security, old age pension
or public liability obligations which are not delinquent or which are being contested in good faith by appropriate action and for
which adequate reserves under GAAP are being maintained;


 


(i)          
Liens (x) on cash or securities pledged to secure performance of tenders,
surety and appeal bonds, government contracts, performance and return of money bonds, bids, trade contracts, leases, statutory
obligations, regulatory obligations and other obligations of a like nature incurred in the ordinary course of business, or to secure
letters of credit that in turn secure such obligations and (y) in respect of obligations of the Borrower
pursuant to the Renewable Product Purchase Documents on and to the extent constituting Performance Security provided in accordance
with the Renewable Product Purchase Documents;


 


(j)          
judgment and attachment Liens not giving rise to an Event of Default, provided that any appropriate legal proceedings
which may have been duly initiated for the review of such judgment shall not have been finally terminated or the period within
which such proceeding may be initiated shall not have expired;


 


(k)         
Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights
of set-off or similar rights and remedies and burdening only deposit accounts or other funds maintained with a creditor depository
institution, provided that no such deposit account is a dedicated cash collateral account or is subject to restrictions against
access by the depositor in excess of those set forth by regulations promulgated by the Board and no such deposit account is intended
by Borrower or any of its Subsidiaries to provide collateral to the depository institution;


 


(l)          
Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by
Borrower and the Subsidiaries in the ordinary course of business covering only the property under lease; and


 


(m)        
Liens securing Permitted Purchase Money Debt, provided that (i) such Liens shall not extend to or encumber
any asset of any Credit Party other than those whose purchase was financed with such Permitted Purchase Money Debt and (ii) such
Liens shall





    36


     


    

attach to such purchased assets substantially simultaneously
with the purchase of such assets;


 


provided that, Liens described in
clauses (b) through (h), (i)(x), and (j) through (l) above shall remain “Permitted Encumbrances” only for so long as no action to enforce such Lien has been commenced and no
intention to subordinate the first priority Lien granted in favor of the Administrative Agent for the benefit of the Secured Parties
is to be hereby implied or expressed by the permitted existence of such Permitted Encumbrances.


 


“Permitted
Holders” means, collectively, Warburg Pincus & Co., Warburg Pincus Private Equity IX, L.P., Warburg Pincus
Private Equity X O&G, L.P. and Warburg Pincus X Partners, L.P. and any of the foregoing Persons’ Affiliates and any fund
managed or administered by any such Person or any of their Affiliates and members of management of Borrower.


 


“Permitted Investment”
means any of the following:



 


(a)
         accounts receivable arising in the ordinary course of business;


 


(b)        
direct obligations of the United States or any agency thereof, or obligations fully guaranteed by the United States
or any agency thereof, in each case maturing within one year from the date of creation thereof;


 


(c)         
commercial paper maturing within one year from the date of creation thereof rated in the highest grade by S&P
or Moody’s;


 


(d)        
deposits maturing within one year from the date of creation thereof with, including certificates of deposit issued
by, any Bank or any office located in the United States of any other bank or trust company which is organized under the laws of
the United States or any state thereof, has capital, surplus and undivided profits aggregating at least $100,000,000 (as of the
date of such bank or trust company’s most recent financial reports) and has a short term deposit rating of no lower than
A2 or P2, as such rating is set forth from time to time, by S&P or Moody’s, respectively;


 


(e)         
deposits in money market funds investing not less than 90% of their assets in Investments described in clauses (b),
(c), or (d) above;


 


(f)          
Investments made by a Credit Party in or to another Credit Party;


 


(g)
          [RESERVED]; 


 


(g)         
Energy Transition Investments made from and after the Eighth Amendment Effective Date not to exceed $25,000,000 outstanding
at any time, so long as immediately after giving effect to any such Energy Transition Investment (i) no Default or Event of Default
exists or results therefrom, (ii) Borrower will be in pro forma compliance with the financial covenants set forth in Section 10.1(a)
and Section 10.1(b), (iii) no Borrowing Base Deficiency exists or results therefrom and (iv) upon such Investment, the Administrative
Agent shall have received a certificate from an Authorized Officer of Borrower certifying on behalf of Borrower that the foregoing
conditions have been satisfied; provided that, the amount of Energy Transition Investments described in this clause (g)
shall be determined as of the date such Energy Transition Investment is made;





    37


     


    

(h)         
subject to the limits of Section 8.2, Investments in direct ownership interests in additional Mineral
Interests and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or area of
mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil
and gas exploration and production business located within the geographic boundaries of the United States of America;


 


(i)          
entry into joint operating agreements, joint development agreements, working interests, royalty interests, mineral
leases, processing agreements, farm-out agreements, contracts for the sale, transportation or exchange of oil and natural gas,
unitization agreements, pooling arrangements, area of mutual interest agreements, production sharing agreements or other similar
or customary agreements, transactions, properties, interests or arrangements, and Investments and expenditures in connection therewith
or pursuant thereto, in each case made or entered into in the ordinary course of the oil and gas business, excluding, however,
Investments in other Persons (other than any ‘tax partnership,’ as defined in the Code, that is deemed to be entered
into by any Credit Party arising under any joint operating agreements, joint development agreements or other similar or customary
agreements made or entered into in the ordinary course of the oil and gas business); provided that, none of the foregoing shall
involve the incurrence of any Debt not permitted by Section 9.1;


 


(j)          
loans and advances to directors, officers and employees permitted by applicable Law not to exceed $2,000,000 in the
aggregate at any time;


 


(k)         
Investments in stock, obligations or securities received in settlement of debts arising from Investments permitted
under this definition, owing to a Credit Party as a result of a bankruptcy or other insolvency proceeding of the obligor in respect
of such debts or upon the enforcement of any Lien in favor of such Credit Party; provided that such Credit Party shall give
the Administrative Agent prompt written notice in the event that the aggregate amount of all investments held at any one time under
this clause (k) exceeds $10,000,000;


 


(l)          
(i) Investments made prior to the Seventh Amendment Effective Date, solely to the extent permitted by the Credit
Agreement as in effect at the date of the making of such Investment and (ii) other Investments made from and after the Seventh
Amendment Effective Date, so long as immediately after giving effect to any such Investment (A) no Default or Event of Default
exists or results therefrom, (B) undrawn Commitments are greater than or equal to thirty-five percent (35%) of the Total Commitment,
(C) the Borrower will be in pro forma compliance with the financial covenant set forth in Section 10.1(a), (D) the
Consolidated Total Leverage Ratio on a pro forma basis is not greater than 2.50 to 1.00, and (E) the Amount of Capped Distributions,
 and Investments and
Redemptions is not greater than $100,000,000; and


 


(m)        
[RESERVED].


 





(m)        
Monthly Settlement Payments and Performance Security, in each case, to the extent constituting Investments.





    38


     


    

“Redemption”
means with respect to any Debt, the repurchase, redemption, prepayment, repayment, defeasance or any other acquisition or retirement
for value (or the segregation of funds with respect to any of the foregoing) of such Debt. “Redeem” has
the correlative meaning thereto.


 


“Reference
Time” with respect to any setting of any then-current Benchmark means (a) if such Benchmark is USD LIBOR,
11:00 a.m. (London time) on the day that is two (2) Eurodollar Business Days preceding the date of such setting and (b) otherwise,
the time determined by the Administrative Agent in its reasonable discretion.


 


“Register” has the meaning
specified in Section 14.8(e).


 


“Regulation
U” means Regulation U of the Board of Governors of the Federal Reserve System as in effect from time to time.


 


“Relevant Debt”
has the meaning specified in Section 8.16(d).


 


“Relevant
Governmental Body” means, with respect to any given Benchmark, (a) the central bank for the currency applicable to
such Benchmark or any central bank or other supervisor that is responsible for supervising either (i) such Benchmark or (ii) the
administrator of such Benchmark or (b) any working group or committee officially endorsed or convened by (i) the central bank for
the currency applicable to such Benchmark, (ii) any central bank or other supervisor that is responsible for supervising either
(A) such Benchmark or (B) the administrator of such Benchmark, (iii) a group of those central banks or other supervisors or (iv)
the Financial Stability Board or any part thereof.


 


“Renewable
Product Purchase Agreement” has the meaning given to such term in the Eighth Amendment, with such amendments or modifications
thereto not prohibited by Section 9.17 or otherwise consented to in accordance with Section 14.2.


 


“Renewable
Product Purchase Documents” has the meaning given to such term in the Eighth Amendment, with such amendments or modifications
thereto not prohibited by Section 9.17 or otherwise consented to in accordance with Section 14.2.


 


“Rentals” means amounts
payable by a lessee under an Operating Lease.


 


“Request
for Borrowing” means a request by Borrower for a Borrowing in accordance with Section 2.2.


 


“Request
for Letter of Credit” means a request by Borrower for a Letter of Credit in accordance with Section 2.3.


 


“Required
Banks” means (a) as long as the Commitments are in effect, Banks having an aggregate Commitment Percentage greater
than 50% of the Aggregate Maximum Credit Amount, and (b) following termination or expiration of the Commitments, Banks holding
greater than 50% of the Outstanding Revolving Credit.


 


“Required Payment”
has the meaning specified in Section 3.4.


 


“Required
Reserve Value” means both (a) Proved Mineral Interests that have a Recognized Value of not less than 85% of the Recognized
Value of all Proved Mineral Interests held by Borrower and its Restricted Subsidiaries
and (b) Proved Mineral Interests (without giving





    41


     


    

effect to clause (b) of the definition
of Proved Undeveloped Mineral Interests) that have a Recognized Value of not less than 85% of the Recognized Value of all Proved
Mineral Interests (without giving effect to clause (b) of the definition of Proved Undeveloped Mineral Interests) held by Borrower
and its Subsidiaries.


 


“Reserve
Report” means an unsuperseded engineering analysis of the Mineral Interests owned by Borrower and its Restricted Subsidiaries in form and substance reasonably acceptable to the Administrative Agent prepared in accordance with customary and
prudent practices in the petroleum engineering industry and Financial Accounting Standards Board Statement 69. Each Reserve Report
required to be delivered by March 31 of each year pursuant to Section 4.1 shall be audited or prepared by the Approved
Petroleum Engineer. Each other Reserve Report shall be prepared by Borrower’s in-house staff. Notwithstanding the foregoing,
in connection with any Special Determination requested by Borrower, the Reserve Report shall be in form and scope mutually acceptable
to Borrower and the Administrative Agent. For purposes of Section 4.1, and until superseded, the Initial Reserve
Report shall be considered a Reserve Report.


 


“Resolution
Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.


 


“Restricted
Payment” means, with respect to any Person: (a) any Distribution by such Person, (b) the retirement, redemption
or prepayment prior to the scheduled maturity by such Person or any of the Affiliates of such Person of any Debt
subordinated Debt in
right of payment of such Person, and (c) the redemption of such Person’s stock or Equity (other than, in each
case, (i)   the Obligations and (ii) any Distribution
by a Restricted Subsidiary of Borrower to Borrower or any
other Restricted Subsidiary of Borrower).


 


“Restricted
Subsidiary” means any Subsidiary of Borrower other than an Unrestricted Subsidiary.


 


“Revolving
Availability” means, at any time: (a) the Total Commitment in effect at such time minus (b) the Outstanding Revolving
Credit at such time.


 


“Revolving
Loans” means the revolving loans, in an aggregate amount outstanding at any time not to exceed the amount of the
Total Commitment then in effect, to be made by Banks to Borrower pursuant to the Commitments of the Banks.


 


“Rolling
Period” means (a) for the Fiscal Quarters ending on March 31, 2017, June 30, 2017, and September 30, 2017, the applicable
period commencing on January 1, 2017 and ending on the last day of such applicable Fiscal Quarter, (b) solely to the extent that
the Sabalo Acquisition Closing Date occurs prior to August 1, 2021, for the Fiscal Quarters ending on September 30, 2021, December
31, 2021 and March 31, 2022, the applicable period commencing on July 1, 2021 and ending on the last day of such applicable Fiscal
Quarter and (c) for all other Fiscal Quarters not applicable to clauses (a) and (b) above, any period of four (4) consecutive Fiscal
Quarters ending on the last day of such applicable Fiscal Quarter.


 


“Rollover Notice” has the
meaning given such term in Section 2.5(c).


 


“RPPA Counterparty”
has the meaning given to such term in the Eighth Amendment.


 


“S&P”
means Standard & Poor’s Ratings Group, a division of The McGraw-Hill Companies, Inc., and any successor thereto that
is a nationally recognized rating agency.





    42


     


    

“Security
Agreement” means an amended and restated security and pledge agreement substantially in the form of Exhibit
H hereto to be executed by Borrower and each existing and future Subsidiary of Borrower, together with each other security
and pledge agreement or joinder or supplement thereto delivered pursuant to Article V or otherwise, in each case
as amended, supplemented, or otherwise modified from time to time.


 


“Senior
Notes” means any unsecured senior Debt securities (whether registered or privately placed) incurred pursuant to a
Senior Notes Indenture.


 


“Senior
Notes Indenture” means any indenture among Borrower or Predecessor Borrower, as applicable, as issuer, the subsidiary
guarantors party thereto and the trustee named therein, pursuant to which Senior Notes are issued, as the same may be amended or
supplemented in accordance with Section 9.13.


 


“Senior
Secured Debt” shall mean, as of any date and without duplication, all Debt of the types described in clauses
(a), (b) and (c) (other than intercompany Debt owing to Borrower or any Subsidiary), and clause (e) of the definition thereof (provided
that the amount of any such Debt issued at a discount to its face value shall be determined in accordance with GAAP), in each case,
that is not Subordinated Debt and that is secured by a Lien on any assets of the Credit Parties.


 


“Seventh
Amendment” means that certain Seventh Amendment to Fifth Amended and Restated Credit Agreement dated as of the Seventh
Amendment Effective Date by and among Borrower, Administrative Agent and Banks party thereto.


 


“Seventh Amendment Effective Date”
means July 16, 2021.


 


“Seventh
Amendment Effective Date Senior Notes” means Senior Notes issued on or about the Seventh Amendment Effective Date.


 


“Sixth
Amendment” means that certain Sixth Amendment to Fifth Amended and Restated Credit Agreement dated as of the Sixth
Amendment Effective Date by and among Borrower, Administrative Agent and Banks party thereto.


 


“Sixth Amendment Effective Date”
means May 7, 2021.


 


“Sixth
Street” means Piper Investments Holdings, LLC, a Delaware limited liability company.


 


“SOFR”
means, with respect to any Business Day, a rate per
annum equal to the secured overnight financing rate for such Business Day published
as administered by the SOFR Administrator on the SOFR Administrator’s
Website on the immediately succeeding Business Day.


 


“SOFR Administrator”
means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).


 


“SOFR
Administrator’s Website” means the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org,
or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.





    44


     


    

“SOFR
Lending Office” means, as to each Bank, its office, branch or Affiliate located at its address identified in such Bank’s
Administrative Questionnaire as its SOFR Lending Office, if applicable, or such other office, branch or Affiliate of such Bank
as it may hereafter designate as its SOFR Lending Office by notice to Borrower and Administrative Agent.


 


“SOFR
Loan” means any Loan bearing interest at a rate based on Adjusted Term SOFR as provided in Section 2.5(b).


 


“SOFR
Tranche” means, with respect to any Interest Period, any portion of the principal amount outstanding under the Loans
which bears interest at a rate computed by reference to the Adjusted Term SOFR for such Interest Period.


 


“Solvent”
means, with respect to any Person or any group of Persons as of any date, that (a)  
the value of the assets of such Person or group (both at fair value and present fair saleable value) is, on the date of
determination, greater than the total amount of liabilities (including contingent and unliquidated liabilities) of such Person
or group as of such date, (b) as of such date, such Person or group is able to pay all liabilities of such Person or group as
such liabilities mature, and (c) as of such date, such Person or group does not have unreasonably small capital given the nature
of its business, in each case within the meaning of such terms under the Bankruptcy Code. In computing the amount of contingent
or unliquidated liabilities at any time, such liabilities shall be computed at the amount that, in light of all the facts and
circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.


 


“Special
Determination” means any determination of the Borrowing Base pursuant to Article IV or Section
8.11 other than a Periodic Determination.


 


“Specified
Acquisition” means any Acquisition for which: (a) a binding and enforceable purchase and sale agreement has been
signed by a Credit Party; (b) at the time of the signing of the applicable purchase and sale agreement, the ratio of Revolving
Availability to the then effective total Commitments is at least 0.10 to 1.0, and (c) the aggregate volumes hedged with respect
to the reasonably anticipated projected production from Proved Mineral Interests (without giving effect to clause (b) of the definition
of Proved Undeveloped Mineral Interests) to be acquired in all pending Specified Acquisitions that have not yet been consummated
shall not exceed 15.0% of the Credit Parties’ reasonably anticipated projected production from Proved Mineral Interests (without
giving effect to all such pending Specified Acquisitions).


 


“Specified
EBITDAX Adjustments” means the amount that may be added to Consolidated Net Income in the calculation of Consolidated
EBITDAX (or, in the case of each Rolling Period ending (i) on or prior to September 30, 2017 and (ii) solely to the extent the
Sabalo Acquisition Closing Date occurs prior to August 1, 2021, on September 30, 2021, December 31, 2021 and March 31, 2022, the
amount that may be included in the calculation of Annualized Consolidated EBITDAX)
attributable to the proportional (based on Borrower’s direct or indirect economic ownership percentage of Medallion as of
such date) Consolidated EBITDAX of Medallion for any Rolling Period or portion thereof for which the declaration or payment of
dividends or similar distribution by Medallion was (x) not prohibited by operation of the terms of its charter or any agreement,
instrument or Laws applicable to Medallion and (y) not otherwise conditioned, limited, restricted or prohibited, in each case determined
in accordance with GAAP; provided that calculation of such amount shall be done in a manner reasonably acceptable to the





    45


     


    

Administrative Agent and for which Borrower
has provided supporting details and information for such calculation.


 


“Specified
FS Delivery Date” means the date on which the financial statements and the corresponding compliance certificate
for the Rolling Period ending September 30, 2021 are delivered to the Banks pursuant to Section 8.1(b) and
Section 8.1(c).


 


“Subordinated
Debt” shall mean the collective reference to any Debt of any Credit Party that is subordinated in right and time
of payment to the Obligations and containing such other terms and conditions, in each case as are reasonably satisfactory to the
Administrative Agent.


 


“Subsidiary”
means, for any Person, any corporation or other entity of which securities or other ownership interests having ordinary voting
power to elect a majority of the board of directors or other persons performing similar functions (including that of a general
partner) are at the time directly or indirectly owned, collectively, by such Person and any Subsidiaries of such Person. The term
 “Subsidiary” shall include Subsidiaries of Subsidiaries (and so on).


 


“Super
Majority Banks” means (a) as long as the Commitments are in effect, Banks having an aggregate Commitment Percentage
of 66-2/3% or more of the Aggregate Maximum Credit Amount, and (b) following termination or expiration of the Commitments, Banks
holding 66-2/3% or more of the Outstanding Revolving Credit.


 


“Supported QFC” has the
meaning set forth in Section 14.19.


 


“Surplus Commitment” has
the meaning assigned to such term in Section 13.5(c).


 


“Swap Liquidation”
means the sale, assignment, novation, liquidation, unwind or termination of all or any part of any Hedge Agreement (other than,
in each case, at its scheduled maturity).


 


“Taxes”
means all taxes, assessments, filing or other fees, levies, imposts, duties, deductions, withholdings, stamp taxes, interest equalization
taxes, capital transaction taxes, foreign exchange taxes or other charges, or other charges of any nature whatsoever, from time
to time or at any time imposed by Law or any federal, state or local governmental agency. “Tax” means
any one of the foregoing.


 


“Technology
Commercialization” means investment in technology-related lines of business, research and development of technology assets
and the monetization of these goods (either tangible or intangible) including related services. Assets include (but are not limited
to) intellectual property containing software or standalone products supporting advanced methodologies such as artificial intelligence
models, machine learning algorithms, distributed ledger technologies, curated data sets, enterprise data architectures, and data
analytics.


 


“Term SOFR” means,


 


(a)          
for any calculation with respect to a SOFR Loan, the Term SOFR Reference
Rate for a tenor comparable to the applicable Interest Period on the day (such day, the “Periodic Term SOFR Determination
Day”) that is two (2) U.S. Government Securities Business Days prior to the first day of such Interest Period, as such
rate is published by the Term SOFR Administrator; provided that, if as of 5:00 p.m. (New York City time) on any





    46


     


    

Periodic Term
SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator
and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term
SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities
Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such
first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior
to such Periodic Term SOFR Determination Day; and


 


(b)         
for any calculation with respect to an Adjusted Base Rate Loan on any day, the Term SOFR Reference Rate for a tenor of one
month on the day (such day, the “Base Rate Term SOFR Determination Day”) that is two (2) U.S. Government Securities
Business Days prior to such day, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00
p.m. (New York City time) on any Base Rate Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has
not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate
has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator
on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published
by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three
(3) U.S. Government Securities Business Days prior to such Base Rate Term SOFR Determination Day.


 


“Term
SOFR Adjustment” means, for any calculation with respect to an Adjusted Base Rate Loan (if calculated pursuant to clause
(c) of the definition of “Adjusted Base Rate”) or a SOFR Loan, a percentage per annum as set forth below for the applicable
type of such Loan and (if applicable) Interest Period therefor:


 


Adjusted Base Rate Loans:


 


	
0.10%






 


SOFR Loans:


 


	Interest
    Period	Percentage
	One
    month	0.10%
	Three
    months	0.10%
	Six
    months	0.10%


 


“Term
SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term
SOFR Reference Rate selected by the Administrative Agent in its reasonable discretion).





    47


     


    

“Term
SOFR” means, for the applicable Corresponding Tenor as of the applicable Reference Time,
“Term SOFR Reference Rate” means the forward-looking term rate based
on SOFR that has been selected or recommended by the Relevant Governmental Body.


 



“Term
SOFR Notice” means a notification by the Administrative Agent to the Bank and the Borrower of the occurrence
of a Term SOFR Transition Event.


 


“Term
SOFR Transition Event” means the determination by the Administrative Agent that (a) Term
SOFR has been recommended for use by the Relevant Governmental Body, (b) the administration
of Term SOFR is administratively feasible for the Administrative Agent and (c) a Benchmark
Transition Event, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, has previously occurred resulting
in the replacement of the then-current Benchmark for all purposes hereunder and under any Loan Paper in accordance with Section
13.1(c) with a Benchmark Replacement the Unadjusted Benchmark Replacement component of which is not Term SOFR.



 


“Termination
Date” means the earliest to occur of (a) October 17, 2021, if any of the January 2022 Notes are outstanding other
than in the form of Permitted Refinancing Debt on October 17, 2021; (b) December 15, 2022, if any of the March 2023 Notes are outstanding
other than in the form of Permitted Refinancing Debt on December 15, 2022; (c) July 29, 2024, if any of the January 2025 Notes
are outstanding other than in the form of Permitted Refinancing Debt on July 29, 2024; and (d) July 16, 2025, or any earlier date
on which the Commitments are terminated in full pursuant to Section 2.9 or Section 11.1.


 


“Total Commitment” means
all of the Banks’ Commitments.


 


“Total Debt” means, as of
any date, all Debt of Borrower and its Restricted Subsidiaries.


 


“Tranche”
means an Adjusted Base Rate Tranche or a Eurodollar ,
Adjusted Term SOFR Tranche or any Benchmark Replacement Tranche and “Tranches” means Adjusted Base
Rate Tranches or Eurodollar,
Adjusted Term SOFR Tranches or any Benchmark Replacement Tranches or any combination thereof.


 



“Type”
means with reference to a Tranche, the characterization of such Tranche as an Adjusted Base Rate Tranche or
a Eurodollar , Adjusted Term SOFR Tranche or any Benchmark Replacement Tranche based
on the method by which the accrual of interest on such Tranche is calculated.


 


“UCC”
means the Uniform Commercial Code, as in effect from time to time, of the State of New York or of any other state the laws of which
are required as a result thereof to be applied in connection with the attachment, perfection or priority of, or remedies with respect
to, Administrative Agent’s or any Secured Party’s Lien on any collateral for the Obligations pledged or granted pursuant
to the Loan Papers.


 


“UK Financial
Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to
time) promulgated by the United Kingdom Prudential Regulation Authority) or any Person falling within IFPRU 11.6 of the FCA Handbook
(as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions
and investment firms, and certain affiliates of such credit institutions or investment firms.





    48


     


    

“UK Resolution
Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution
of any UK Financial Institution.


 


“Unadjusted
Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.


 


“Unrestricted
Subsidiary” means any Subsidiary of the Borrower that is designated as such in writing to the Administrative Agent to
be an Unrestricted Subsidiary pursuant to Section 9.18.


 


“U.S. Government Securities
Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income
departments of its members be closed for the entire day for purposes of trading in United States government securities.


 


“U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(3) of the Code.


 


“U.S. Special Resolution Regimes”
has the meaning set forth in Section 14.19.


 


“U.S. Tax
Compliance Certificate” has the meaning assigned to such term in Section 13.6(d).


 


“USD LIBOR”
means the London interbank offered rate for Dollars.


 


“Write-Down
and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers
of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down
and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers
of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability
of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that
liability into shares, securities or obligations of that Person or any other Person, to provide that any such contract or instrument
is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of
the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.


 


Section
1.3          Accounting Terms and Determinations. Unless otherwise specified herein (including, in the definitions of Capital
Lease and Operating Lease), all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall
be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect
from time to time, applied on a basis consistent with the most recent audited consolidated financial statements of Borrower and
its Consolidated  consolidated
Subsidiaries delivered to Banks except for changes in which Borrower’s independent certified public accountants
concur and which are disclosed to Administrative Agent on the next date on which financial statements are required to be delivered
to Banks pursuant to Section 8.1(a) and Section 8.1(b); provided that, unless Borrower and
Required Banks shall otherwise agree in writing, no such change shall modify or affect the manner in which compliance with the
covenants contained in Section 9.11 or Article X are computed such that all such computations shall
be conducted utilizing financial information presented consistently with prior periods. Any financial ratios required to be maintained
by





    49


     


    

Borrower pursuant to 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).


 


Section
1.4          Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred
to by Type (e.g., a “Eurodollar SOFR Loan”). Borrowings also may be classified and referred to by Type (e.g., a “Eurodollar SOFR Borrowing”).


 


Section
1.5          Interpretation. As used herein, the term “including”
in its various forms means including without limitation. The definitions of terms herein shall apply equally to the singular and
plural forms of the terms defined. The word “will” shall be construed to have the same meaning and effect as the word
 “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or
other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth in
the Loan Papers), (b) any reference herein to any Law shall be construed as referring to such Law as amended, modified, codified
or reenacted, in whole or in part, and in effect from time to time, (c) any reference herein to any Person shall be construed
to include such Person’s successors and assigns (subject to the restrictions contained in the Loan Papers), (d) the words
 “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer
to this Agreement in its entirety and not to any particular provision hereof, (e)  
with respect to the determination of any time period, the word “from” means “from and including”
and the word “to” means “to and including” and (f) any reference herein to Articles, Sections, Annexes,
Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Annexes, Exhibits and Schedules to, this Agreement.
Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as
applicable). No provision of this Agreement or any other Loan Paper shall be interpreted or construed against any Person solely
because such Person or its legal representative drafted such provision.


 


Section
1.6          Rates. The interest rate on Eurodollar Loans and Adjusted Base Rate Loans (when
determined by reference to clause (c) of the definition of Adjusted Base Rate) may be determined by reference to the LIBOR Rate,
which is derived from the London interbank offered rate. The London interbank offered rate is intended to represent the rate at
which contributing banks may obtain short-term borrowings from each other in the London interbank market. On March 5, 2021, ICE
Benchmark Administration (“IBA”), the administrator of the London interbank offered
rate, and the Financial Conduct Authority (the “FCA”), the regulatory supervisor of
IBA, announced in public statements (the “Announcements”) that the final publication
or representativeness date for the London interbank offered rate for dollars for: (a) 1-week and 2-month tenor settings will be
December 31, 2021 and (a) overnight, 1-month, 3-month, 6-month and 12-month tenor settings will be June 30, 2023. No successor
administrator for IBA was identified in such Announcements. As a result, it is possible that commencing immediately after such
dates, the London interbank offered rate for such tenors may no longer be available or may no longer be deemed a representative
reference rate upon which to determine the interest rate on Eurodollar Loans or Adjusted Base Rate Loans (when determined by reference
to clause (c) of the definition of Adjusted Base Rate). There is no assurance that the dates set forth in the Announcements will
not change or that IBA or the FCA will not take further action that could impact the availability, composition or characteristics
of any London interbank offered rate. Public





    50


     


    

and private
sector industry initiatives have been and continue, as of the date hereof, to be underway to implement new or alternative reference
rates to be used in place of the London interbank offered rate. In the event that the London interbank offered rate or any other
then -current Benchmark is no longer available or in certain other circumstances set forth in Section 13.1(c),
such Section 13.1(c) provides a mechanism for determining an alternative rate of interest. The Administrative
Agent will notify the Borrower, pursuant to Section 13.1(c), of any change to the reference rate
upon which the interest rate on Eurodollar Loans and Adjusted Base Rate Loans (when determined by reference to clause (c) of the
definition of Adjusted Base Rate) is based. However, the Administrative Agent does not warrant or accept any responsibility
for, and shall not have any liability with respect to, (a) the continuation of, administration of, submission of, calculation of
or any other matter related to the London interbank offered rate or other rates Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR, or any component definition thereof or
rates referred to in the definition of the “LIBOR Rate” thereof, or with respect to any alternative, successor or replacement rate thereto,
or replacement rate thereof (including any then-current Benchmark or
any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement
rate (including any Benchmark Replacement), as it may or may not be adjusted pursuant to Section 13.1(a)(c),
will be similar to, or produce the same value or economic equivalence of, the LIBOR Rate or any
other Benchmark, or have the same volume or liquidity as did the London interbank offered
rate , the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR or any other
Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation
or composition of any Benchmark Replacement Conforming Changes.
The Administrative Agent and its Affiliates or other related entities may engage in transactions that affect the calculation of
the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR, any alternative, successor or replacement rate (including any Benchmark
Replacement) or any relevant adjustments thereto and such transactions may be adverse to the Borrower. The Administrative
Agent may select information sources or services in its reasonable discretion to ascertain any
Benchmarkthe Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR,
any component definition thereof or rates referenced referred
to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the
Borrower, any Bank or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental
or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for
any error or calculation of any such rate (or component thereof) provided by any such information source or service.


 



Section
1.7     Divisions. For all purposes under the Loan Papers, in connection with any division or plan of division under
Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability
of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred
from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed
to have been organized on the first date of its existence by the holders of its Equity Interests equity interests at such time.


 


ARTICLE
II 


THE CREDIT FACILITIES


 


Section 2.1          Commitments.


 


(a)         
Subject to Section 2.1(c) and the other terms and conditions set forth in this Agreement, each Bank
severally agrees to lend to Borrower from time to time prior to the





    51


     


    

Termination Date amounts not to exceed
in the aggregate at any one time outstanding, the amount of such Bank’s Commitment less such Bank’s Letter of Credit
Exposure, to the extent any such Loan would not cause the Outstanding Revolving Credit to exceed the Total Commitment. Each Borrowing
shall (i) be in an aggregate principal amount of $ 1,000,000 or any larger integral multiple of $100,000, and (ii) be made from
each Bank ratably in accordance with its respective Commitment Percentage. Subject to the foregoing limitations and the other provisions
of this Agreement, Borrower may borrow under this Section 2.1(a), repay amounts borrowed under this Section
2.1(a) and request new Borrowings under this Section 2.1(a).


 


(b)         
The Letter of Credit Issuers will issue Letters of Credit, from time to time during the Letter of Credit Period upon
request by Borrower, for the account of Borrower, so long as (i) the aggregate Letter of Credit Exposure of all Banks shall not
exceed $80,000,000, (ii) the aggregate undrawn and unexpired amount of all outstanding Letters of Credit issued by each Letter
of Credit Issuer shall not exceed such Letter of Credit Issuer’s LC Issuing Lender Commitment, and (iii) Borrower would be
entitled to a Borrowing under Section 2.1(c) and Section 6.2 in the amount of the requested Letter
of Credit; provided that, (i) the Letter of Credit Issuers shall not be under any obligation to issue any Letter of Credit if a
default of any Bank’s obligations to fund under Section 2.1 exists or any Bank is at such time a Defaulting
Bank hereunder, unless the Letter of Credit Issuer has entered into arrangements satisfactory to Letter of Credit Issuer with Borrower
or such Bank to eliminate the Letter of Credit Issuer’s risk with respect to such Bank and (ii) in connection with the issuance
of any Letter of Credit, such Letter of Credit Issuer (other than Wells Fargo Bank, N.A.), shall confirm with the Administrative
Agent that following the issuance of such Letter of Credit, the aggregate Letter of Credit Exposure of all Banks does not exceed
$80,000,000. Not less than three (3) Business Days prior to the requested date of issuance
of any such Letter of Credit, Borrower shall execute and deliver to Letter of Credit Issuer, Letter of Credit Issuer’s customary
letter of credit application (“Letter of Credit Application”). Each Letter of Credit shall be in form
and substance acceptable to Letter of Credit Issuer. Unless otherwise expressly agreed by the Letter of Credit Issuer and Borrower
when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), the rules of the ISP
shall apply to each standby Letter of Credit. No Letter of Credit shall have an expiration date later than the earlier of (1) five
(5) Business Days prior to the Termination Date and (2) one year from the date of issuance
and no Letter of Credit shall be issued in a currency other than Dollars. Upon the date of issuance of a Letter of Credit, Letter
of Credit Issuer shall be deemed to have sold to each other Bank, and each other Bank shall be deemed to have unconditionally and
irrevocably purchased from Letter of Credit Issuer, a non-recourse participation in the related Letter of Credit and Letter of
Credit Exposure equal to such Bank’s Commitment Percentage of such Letter of Credit and Letter of Credit Exposure. Upon request
of any Bank, Administrative Agent shall provide notice to each Bank by telephone or facsimile setting forth each Letter of Credit
issued and outstanding pursuant to the terms hereof and specifying the Letter of Credit Issuer, beneficiary and expiration date
of each such Letter of Credit, each Bank’s participation percentage of each such Letter of Credit and the actual dollar amount
of each Bank’s participation held by Letter of Credit Issuer(s) thereof for such Bank’s account and risk. In connection
with the issuance of Letters of Credit hereunder, Borrower shall pay to Administrative Agent in respect of such Letters of Credit
(a) the applicable Letter of Credit Fee in accordance with Section 2.12, (b) the applicable Letter of Credit Fronting
Fee in accordance with Section 2.12, and (c) all customary administrative, issuance, amendment, payment, and negotiation
charges of the Letter of Credit Issuer; provided that, no such Letter of Credit Fee shall accrue or be deemed to have accrued,
or be owing or payable by Borrower to the Administrative Agent or any Letter of Credit Issuer for the account of any Defaulting
Bank with respect to its share of such Letter of Credit Fee in the





    52


     


    



Section 2.2          Method
of Borrowing.


 


(a)           In
order to request any Borrowing hereunder, Borrower shall hand deliver or telecopy to Administrative Agent a duly completed Request
for Borrowing (i) prior to 10:00 a.m. (Central time) at least one (1) Business Day before the Borrowing Date of a proposed Adjusted
Base Rate Borrowing, and (ii) prior to 10:00 a.m. (Central time) at least three (3) Eurodollar U.S. Government Securities Business Days before the Borrowing
Date of a proposed Eurodollar SOFR Borrowing. Each such Request for Borrowing shall be substantially in the form of Exhibit B hereto, and shall specify:


 


(A)         whether
such Borrowing is to be an Adjusted Base Rate Borrowing or a Eurodollar SOFR Borrowing;


 


(B)          the
Borrowing Date of such Borrowing, which shall be a Business Day in the case of an Adjusted Base Rate Borrowing, or a Eurodollar U.S.
Government Securities Business Day in the case of a Eurodollar SOFR Borrowing;


 


(C)          the
aggregate amount of such Borrowing;


 


(D)          in
the case of a Eurodollar SOFR Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period;


 


(E)          the
Outstanding Revolving Credit exposure on the date thereof;


 


(F)          the
pro forma Outstanding Revolving Credit exposure (giving effect to the requested Borrowing); and


 


(G)          after
giving effect to such Borrowing, the Credit Parties, taken as a whole will be Solvent.


 


(b)          Upon
receipt of a Request for Borrowing described in Section 2.2(a), Administrative Agent shall promptly notify each Bank
(as applicable) of the contents thereof and the amount of the Borrowing to be loaned by such Bank pursuant thereto, and such Request
for Borrowing shall not thereafter be revocable by Borrower.


 


(c)          Not
later than 12:00 noon p.m. (Central time) on the date of each Borrowing, each Bank shall make available its Commitment Percentage of such Borrowing, in funds
immediately available to Administrative Agent at its address set forth on Schedule 1 hereto. Unless Administrative
Agent determines that any applicable condition specified in Section 6.2 has not been satisfied, Administrative Agent
will make the funds so received from Banks available to Borrower at Administrative Agent’s aforesaid address.


 


Section 2.3          Method
of Requesting Letters of Credit.


 


(a)           In
order to request any Letter of Credit hereunder, Borrower shall hand deliver or telecopy to the proposed Letter of Credit Issuer
with a copy to the Administrative Agent a duly completed Request for Letter of Credit prior to 10:00 a.m. (Central time) at least
three (3) Business Days before the date specified for issuance
of such Letter of Credit. Each Request for




56


     


    



Letters of Credit shall be substantially
in the form of Exhibit C hereto, shall be accompanied by the applicable Letter of Credit Issuer’s duly completed
and executed Letter of Credit Application and agreement and shall specify:


 


(i)         the
requested date for issuance of such Letter of Credit;


 


(ii)        the
terms of such requested Letter of Credit, including the name and address of the beneficiary, the stated amount, the expiration
date and the conditions under which drafts under such Letter of Credit are to be available;


 


(iii)       the
purpose of such Letter of Credit;


 


(iv)       the
Outstanding Revolving Credit exposure on the date thereof;


 


(v)        the
pro forma total Outstanding Revolving Credit exposure (giving effect to the requested Letter of Credit issuance); and


 


(vi)       after
giving effect to the issuance of such Letter of Credit, the Credit Parties, taken as a whole will be Solvent.


 


(b)          Upon
receipt of a Request for Letter of Credit described in Section 2.3(a), Administrative Agent shall promptly notify
each Bank of the contents thereof, including the amount of the requested Letter of Credit, and such Request for Letter of Credit
shall not thereafter be revocable by Borrower.


 


(c)          No
later than 12:00 noon p.m. (Central
time) on the date specified for the issuance of such Letter of Credit, unless Administrative Agent notifies the
applicable Letter of Credit Issuer that any applicable condition precedent set forth in Section 6.2 has not
been satisfied, the applicable Letter of Credit Issuer will issue and deliver such Letter of Credit pursuant to the
instructions of Borrower.


 


Section
2.4          Notes. If requested by a Bank, the Loans made by each Bank shall be evidenced by a single promissory note of
Borrower in substantially the form of Exhibit A, dated, in the case of (a) any Bank party hereto as of the date of
this Agreement, (b) any Bank that becomes a party hereto pursuant to an Assignment and Assumption Agreement,
as of the effective date of the Assignment and Assumption Agreement,
or (c) any Bank that becomes a party hereto in connection with an increase in the Aggregate Elected Commitment Amounts pursuant
to Section 2.16, as of the effective date of such increase, payable to such Bank in a principal amount equal to its
Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Bank’s Maximum Credit
Amount increases or decreases for any reason (whether pursuant to Section 2.16, Section 14.8(d) or
otherwise), Borrower shall deliver or cause to be delivered, to the extent such Bank is then holding a Note, on the effective date
of such increase or decrease, a new Note payable to such Bank in a principal amount equal to its Maximum Credit Amount after giving
effect to such increase or decrease, and otherwise duly completed. The date, amount, Type, interest rate and, if applicable, Interest
Period of each Loan made by each Bank, and all payments made on account of the principal thereof, shall be recorded by such Bank
on its books for its Note. Failure to make any such recordation shall not affect any Bank’s or Borrower’s rights or
obligations in respect of such Loans or affect the validity of such transfer by any Bank of its Note.




57


     


    



Section 2.5          Interest
Rates; Payments.


 


(a)           The
principal amount of the Loans outstanding from day to day which is the subject of an Adjusted Base Rate Tranche shall bear interest
(computed on the basis of actual days elapsed in a 365 or 366 day year, as applicable) at a rate per annum equal to the sum of
(i) the Adjusted Base Rate, plus (ii) the Applicable Margin; provided that in no event shall the rate charged hereunder
exceed the Maximum Lawful Rate. Interest on any portion of the principal of the Loans subject to an Adjusted Base Rate Tranche
shall be payable as it accrues on the last day of each Fiscal Quarter.


 


(b)           The
principal amount of the Loans outstanding from day to day which is the subject of a Eurodollar SOFR  Tranche shall bear interest (computed on the basis of
actual days elapsed and as if each calendar year consisted of 360 days, unless such computation would exceed the Maximum Lawful
Rate in which case interest shall be computed on the basis of actual days elapsed in a 365 or 366 day year, as applicable) for
the Interest Period applicable thereto at a rate per annum equal to the sum of (i) the Adjusted LIBOR
RateTerm SOFR, plus (ii) the Applicable Margin;
provided, that in no event shall the rate charged hereunder exceed the Maximum Lawful Rate;
provided further that, the Adjusted Term
SOFR shall not be available for three (3) U.S. Government
Securities Business Days after the Eighth Amendment Effective Date. Interest on any portion of the Loans subject to
a Eurodollar SOFR  Tranche having an Interest Period of six (6) or twelve (12) months shall be payable
on the last day of such Interest Period and on the last day of the initial three-month period and, as applicable, each subsequent,
three-month period during such Interest Period.


 


(c)           So
long as no Default or Event of Default shall be continuing, subject to the provisions of this Section 2.5, Borrower
shall have the option of having all or any portion of the principal outstanding under the Loans borrowed by it be the subject of
an Adjusted Base Rate Tranche or one or more Eurodollar SOFR Tranches, which shall bear interest at rates based upon the Adjusted Base Rate and the Adjusted LIBOR
RateTerm SOFR, respectively (each such option
is referred to herein as an “Interest Option”); provided that each Tranche shall be in a minimum
amount of $1,000,000 and shall be in an amount which is an integral multiple of $100,000. Each change in an Interest Option made
pursuant to this Section 2.5(c) shall, for purposes of determining how much of the Loans are the subject of an Adjusted
Base Rate Tranche and how much of the Loans are the subject of Eurodollar  SOFR Tranches only, be deemed both a payment in full of the portion of the principal of the Loans which was the subject of the Adjusted
Base Rate Tranche or Eurodollar SOFR Tranche from which such change was made and a Borrowing (notwithstanding that the unpaid principal amount of the Loans is not changed
thereby) of the portion of the principal of the Loans which is the subject of the Adjusted Base Rate Tranche or Eurodollar SOFR Tranche into which such change was made. Prior to the
termination of each Interest Period with respect to each Eurodollar SOFR Tranche, Borrower shall give written notice (a “Rollover Notice”) in the form of Exhibit D
attached hereto to Administrative Agent of the Interest Option which shall be applicable to such portion of the principal of the
Loans upon the expiration of such Interest Period. Such Rollover Notice shall be given to Administrative Agent at least one (1)
Business Day, in the case of an Adjusted Base Rate Tranche selection and at least three (3) Eurodollar U.S. Government Securities Business Days, in the case of
a Eurodollar SOFR Tranche selection, prior to the termination of the Interest Period then expiring. If Borrower shall specify a Eurodollar SOFR Tranche, such Rollover Notice shall also specify the
length of the succeeding Interest Period (subject to the provisions of the definitions of such term) selected by Borrower. Each
Rollover Notice shall be irrevocable and effective upon notification thereof to




58


     


    



Administrative Agent. If the required Rollover
Notice shall not have been timely received by Administrative Agent, Borrower shall be deemed to have elected that the principal
of any Revolving Loan subject to the Interest Period then expiring be the subject of an Adjusted Base Rate Tranche upon the expiration
of such Interest Period, and Borrower will be deemed to have given Administrative Agent notice of such election. Subject to the
limitations set forth in this Section 2.5(c) on the minimum amount of Eurodollar SOFR Tranches, Borrower shall have the right to convert all
or part of the Adjusted Base Rate Tranche to a Eurodollar SOFR Tranche by giving Administrative Agent a Rollover Notice of such election at least three (3) Eurodollar U.S. Government Securities Business Days prior to the date
on which Borrower elects to make such conversion (a “Conversion Date”). The Conversion Date selected
by Borrower shall be a Eurodollar U.S. Government Securities Business Day. Notwithstanding anything in this Section 2.5 to the contrary, no portion
of the principal of any Revolving Loan which is the subject of an Adjusted Base Rate Tranche may be converted to a Eurodollar SOFR Tranche and no Eurodollar SOFR Tranche may be continued as such when any Default or
Event of Default has occurred and is continuing, but each such Tranche shall be automatically converted to an Adjusted Base Rate
Tranche on the last day of each applicable Interest Period. No Eurodollar SOFR Tranche may be converted by Borrower into an Adjusted Base Rate Tranche, except at the end of an Interest Period. In no event shall
more than ten (10) Interest Periods be in effect with respect to the Loans at any time. Notwithstanding
anything to the contrary in this Agreement, all Borrowings as of the Eighth Amendment Effective Date shall initially be Adjusted
Base Rate Borrowings.


 


(d)           Notwithstanding
anything to the contrary set forth in Section 2.5(a) or Section 2.5(b), all overdue principal of and,
to the extent permitted by Law, overdue interest on the Loans and all other Obligations which are not paid in full when due (whether
at stated maturity, by acceleration or otherwise), for the period from and including the due date thereof to but excluding the
date the same is paid in full, shall bear interest, at a rate per annum equal to the lesser of (i) the Default Rate, and (ii) the
Maximum Lawful Rate. Interest payable as provided in this Section 2.5(d) shall be payable from time to time on demand.


 


(e)           Administrative
Agent shall determine each interest rate applicable to the Loans in accordance with the terms hereof. Administrative Agent shall
promptly notify Borrower and Banks by telecopy or e-mail of each rate of interest so determined, and its determination thereof
shall be conclusive in the absence of manifest error.


 


(f)            Notwithstanding
the foregoing, if at any time the rate of interest calculated with reference to the Adjusted Base Rate or the LIBOR
Rate Adjusted Term SOFR hereunder (as used
in this sub-section, the “contract rate”) is limited to the Maximum Lawful Rate, any subsequent reductions
in the contract rate shall not reduce the rate of interest on the Loans below the Maximum Lawful Rate until the total amount of
interest accrued equals the amount of interest which would have accrued if the contract rate had at all times been in effect. In
the event that at maturity (stated or by acceleration), or at final payment of any Loan after termination of the Commitment, the
total amount of interest paid or accrued on such Loan is less than the amount of interest which would have accrued if the contract
rate had at all times been in effect with respect thereto, then at such time, to the extent permitted by Law, Borrower shall pay
to the holder of such Loan an amount equal to the difference between (i) the lesser of the amount of interest which would have
accrued if the contract rate had at all times been in effect and the amount of interest which would have accrued if the Maximum
Lawful Rate had at all times been in effect, and (ii) the amount of interest actually paid on such Loan.




59


     


    



(g)           In
connection with the use or administration of Term SOFR, the Administrative Agent will have the right to make Conforming Changes
from time to time and, notwithstanding anything to the contrary herein or in any other Loan Paper, any amendments implementing
such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any
other Loan Paper. The Administrative Agent will promptly notify the Borrower and the Banks of the effectiveness of any Conforming
Changes in connection with the use or administration of Term SOFR.


 


Section 2.6          Mandatory
Prepayments.


 


(a)           Promptly
after the consummation by any Credit Party of any Asset Disposition that creates a Borrowing Base Deficiency pursuant to Section
4.6, Borrower shall apply a portion of the Net Cash Proceeds equal to such Borrowing Base Deficiency as a mandatory prepayment
on the Loans. Promptly after the consummation by any Credit Party of any Asset Disposition that requires a prepayment pursuant
to Section 9.5(d), Borrower shall prepay the Loans in accordance therewith. Notwithstanding the foregoing, if a Default
or Event of Default exists on the date of the consummation of any Asset Disposition, all Net Cash Proceeds from any such Asset
Disposition shall be applied as a mandatory prepayment on the Loans in accordance with Section 3.2(c).


 


(b)           Upon
any reduction of the Aggregate Maximum Credit Amount or the Aggregate Elected Commitment Amount that results in the Outstanding
Revolving Credit exceeding the Total Commitment, Borrower shall make a mandatory prepayment to the extent required under Section
2.9.


 


(c)           Promptly
after any automatic adjustment to the Borrowing Base pursuant to Section 2.15 that creates a Borrowing Base Deficiency,
Borrower shall effect a mandatory prepayment of the Loans equal to such Borrowing Base Deficiency.


 


(d)           If,
at the end of the last Business Day of any calendar week commencing October 30, 2020, the Consolidated Cash Balance exceeds $50,000,000,
then Borrower shall, on the next Business day, effect a mandatory prepayment of the Loans in an aggregate principal amount equal
to such excess.


 


Section
2.7           Voluntary Prepayments. Borrower may, subject to Section
3.3 and the other provisions of this Agreement, upon (a) same-Business Day advance notice (no later than 11:00 a.m. (Central
time)) to Administrative Agent with respect to Adjusted Base Rate Borrowings, and (b) three (3) Business Days’ advance notice
(no later than 11:00 a.m. (Central time)) to Administrative Agent with respect to Eurodollar SOFR Borrowings, prepay the principal of the Loans in whole
or in part. Any partial prepayment shall be in a minimum amount of $100,000 and shall be in an integral multiple of $100,000.


 


Section
2.8           Mandatory Termination of Commitments; Termination Date
and Maturity. The Total Commitment (and the Commitment of each Bank) shall terminate on the Termination Date. The outstanding
principal balance of the Loans, all accrued but unpaid interest thereon, and all other Obligations shall be due and payable in
full on the Termination Date.


 


Section
2.9           Voluntary Reduction of Aggregate Maximum Credit Amount.
Borrower may, by notice to Administrative Agent three (3) Business Days prior to the effective date of any such reduction, permanently
reduce the Aggregate Maximum Credit Amount (and thereby




60


     


    



Section
2.16        Increases, Reductions and Terminations of Aggregate Elected Commitment
Amount.


 


(a)          Subject
to the conditions set forth in Section 2.16(b), Borrower may increase the Aggregate Elected Commitment Amount then
in effect by increasing the Elected Commitment of a Bank (an “Increasing Bank”) and/or by causing a Person
that is acceptable to Administrative Agent that at such time is not a Bank to become a Bank (any such Person that is not at such
time a Bank and becomes a Bank, an “Additional Bank”). Notwithstanding anything to the contrary contained
in this Agreement, in no case shall an Additional Bank be Borrower, an Affiliate of Borrower or a natural person.


 


(b)          Any
increase in the Aggregate Elected Commitment Amount shall be subject to the following additional conditions (provided that the
conditions set forth in the following clauses (i) and (ii) shall not apply in connection with any increase in the Aggregate Elected
Commitment Amount made substantially contemporaneously with any redetermination or other adjustment to the Borrowing Base hereunder):


 


(i)         such
increase shall not be less than $50,000,000 unless Administrative Agent otherwise consents, and no such increase shall be permitted
if after giving effect thereto the Aggregate Elected Commitment Amount exceeds the Borrowing Base then in effect (for the sake
of clarity, all increases in the Elected Commitments of any Increasing Banks and any Additional Banks effective on a single date
shall be included in the increase of the Aggregate Elected Commitment Amount for purposes of this Section 2.16(b)(i));


 


(ii)        following
any Periodic Determination, Borrower may not increase the Aggregate Elected Commitment Amount more than once before the next Periodic
Determination (for the sake of clarity, all increases in the Aggregate Elected Commitment Amount effective on a single date shall
be deemed a single increase in the Aggregate Elected Commitment Amount for purposes of this Section 2.16(b)(ii));


 


(iii)       no
Default shall have occurred and be continuing on the effective date of such increase;


 


(iv)       on
the effective date of such increase, no Eurodollar SOFR Borrowings shall be outstanding or if any Eurodollar SOFR Borrowings are outstanding, then the effective date of such increase shall be the last day of the Interest Period in respect of
such Eurodollar SOFR Borrowings unless Borrower pays any compensation required by Section 3.3;


 


(v)        no
Bank’s Elected Commitment may be increased without the consent of such Bank;


 


(vi)       if
Borrower elects to increase the Aggregate Elected Commitment Amount by increasing the Elected Commitment of an Increasing Bank,
Borrower and such Increasing Bank shall execute and deliver to Administrative Agent a certificate substantially in the form of
Exhibit J (an “Elected Commitment Increase Certificate”); and


 


(vii)      if
Borrower elects to increase the Aggregate Elected Commitment Amount by causing an Additional Bank to become a party to this Agreement,
then Borrower and such Additional Bank shall execute and deliver to Administrative Agent a certificate substantially in the form
of Exhibit K (an “Additional Bank Certificate”), together with an Administrative




63


     


    



Questionnaire and a processing and recordation
fee of $3,500, and Borrower shall (A) if requested by the Additional Bank, deliver a Note payable to such Additional Bank in a
principal amount equal to its Maximum Credit Amount, and otherwise duly completed and (B) pay any applicable fees as may have been
agreed to between Borrower, the Additional Bank and/or Administrative Agent.


 


(c)           Subject
to acceptance and recording thereof pursuant to Section 2.16(d), from and after the effective date specified in the
Elected Commitment Increase Certificate or the Additional Bank Certificate (or, in each case, if any Eurodollar SOFR Borrowings are outstanding, then the last day of the
Interest Period in respect of such Eurodollar SOFR Borrowings, unless Borrower has paid any compensation required by Section 3.3): (i) the amount of the Aggregate Elected
Commitment Amount shall be increased as set forth therein, and (ii) in the case of an Additional Bank Certificate, any Additional
Bank party thereto shall be a party to this Agreement and have the rights and obligations of a Bank under this Agreement and the
other Loan Papers. In addition, the Increasing Bank or the Additional Bank, as applicable, shall purchase a pro rata portion of
the outstanding Loans (and participation interests in Letters of Credit) of each of the other Banks (and such Banks hereby agree
to sell and to take all such further action to effectuate such sale) such that each Bank (including any Increasing Bank and any
Additional Bank, as applicable) shall hold its Commitment Percentage of the outstanding Loans (and participation interests) after
giving effect to the increase in the Aggregate Elected Commitment Amount (and the resulting modifications of each Bank’s
Commitment Percentage and Maximum Credit Amount pursuant to Section 2.16(e)).


 


(d)           Upon
its receipt of a duly completed Elected Commitment Increase Certificate or an Additional Bank Certificate, executed by Borrower
and the Increasing Bank or by Borrower and the Additional Bank party thereto, as applicable, the processing and recording fee referred
to in Section 2.16(b)(vii), the Administrative Questionnaire referred to in Section 2.16(b)(vii) and
the break-funding payments from Borrower, if any, required by Section 3.3, Administrative Agent shall accept such
Elected Commitment Increase Certificate or Additional Bank Certificate and record the information contained therein in the Register
required to be maintained by Administrative Agent pursuant to Section 14.8(e). No increase in the Aggregate Elected
Commitment Amount shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in
this Section 2.16(d).


 


(e)           Upon
any increase in the Aggregate Elected Commitment Amount pursuant to this Section 2.16, (i) each Bank’s Commitment
Percentage shall be automatically deemed amended to the extent necessary so that each Bank’s Commitment Percentage equals
the percentage of the Aggregate Elected Commitment Amount represented by such Bank’s Elected Commitment, in each case after
giving effect to such increase, (ii) each Bank’s Maximum Credit Amount shall be automatically deemed amended to the extent
necessary so that each Bank’s Maximum Credit Amount equals such Bank’s Commitment Percentage, after giving effect to
any adjustments thereto pursuant to the foregoing clause (i), of the Aggregate Maximum Credit Amount, and (iii) Schedule
1 to this Agreement shall be deemed amended to reflect the Elected Commitment of any Increasing Bank and any Additional
Bank, and any changes in the Banks’ respective Commitment Percentages and Maximum Credit Amount pursuant to the foregoing
clauses (i) and (ii).


 


(f)            Borrower
may from time to time terminate or reduce the Aggregate Elected Commitment Amount; provided that (i) each reduction of the Aggregate
Elected Commitment




64


     


    



Amount shall be in an amount that is an
integral multiple of $ 1,000,000 and not less than $1,000,000 and (ii) Borrower shall not reduce the Aggregate Elected Commitment
Amount if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.9, the total
Outstanding Revolving Credit would exceed the Aggregate Elected Commitment Amount.


 


(g)           Borrower
shall notify Administrative Agent of any election to terminate or reduce the Aggregate Elected Commitment Amount under Section
2.16(f) at least three (3) Business Days prior to
the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following
receipt of any notice, Administrative Agent shall advise the Banks of the contents thereof. Each notice delivered by Borrower pursuant
to this Section 2.16(g) shall be irrevocable. Any termination or reduction of the Aggregate Elected Commitment Amount
shall be permanent and may not be reinstated, except pursuant to Section 2.16(a). Each reduction of the Aggregate
Elected Commitment Amount shall be made ratably among the Banks in accordance with each Bank’s Commitment Percentage.


 


(h)           Upon
any redetermination or other adjustment in the Borrowing Base pursuant to this Agreement that would otherwise result in the Borrowing
Base becoming less than the Aggregate Elected Commitment Amount, the Aggregate Elected Commitment Amount shall be automatically
reduced (ratably among the Banks in accordance with each Bank’s Commitment Percentage) so that they equal such redetermined
Borrowing Base (and Schedule 1 shall be deemed amended to reflect such amendments to each Bank’s Elected Commitment
and the Aggregate Elected Commitment Amount).


 


ARTICLE
III

GENERAL PROVISIONS


 


Section
3.1           The Notes. If requested by a Bank, pursuant to Section
2.4, Administrative Agent shall, upon receipt thereof from Borrower, deliver to each Bank that requests a Note the Note
or Notes payable to such Bank. Each Bank may record (and prior to any transfer of its Note shall record) on the schedule attached
to its Note appropriate notations to evidence the date and amount of each advance of funds made by it in respect of any Borrowing,
the Interest Period (if any) applicable thereto, and the date and amount of each payment of principal received by such Bank with
respect to the Loans; provided that the failure by any Bank to so record its Note shall not affect the liability of Borrower
for the repayment of all amounts outstanding under such Notes together with interest thereon. Each Bank is hereby irrevocably authorized
by Borrower to record its Note and to attach to and make a part of any Note a continuation of any such schedule as required.


 


Section 3.2          General
Provisions as to Payments.


 


(a)           Borrower
shall make each payment of principal of, and interest on, the Loans and all fees payable by Borrower hereunder not later than 10:00
a.m. (Central time) on the date when due, in funds immediately available to Administrative Agent at its address set forth on Schedule
1 hereto. Administrative Agent will promptly (and if such payment is received by Administrative Agent by 11:00 a.m. (Central
time), and otherwise if reasonably possible, on the same Business Day) distribute to each Bank its Commitment Percentage of each
such payment received by Administrative Agent for the account of Banks. Whenever any payment of principal of, or interest on, that
portion of the Loans subject to an Adjusted Base Rate Tranche or of fees shall be due on a day which is not a Business Day, the
date for payment thereof shall be extended




65


     


    



to the next succeeding Business Day (subject
to the definition of Interest Period). Whenever any payment of principal of, or interest on, that portion of the Loans subject
to a Eurodollar SOFR Tranche shall be due on a day which is not a Eurodollar U.S.
Government Securities Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar U.S. Government Securities Business Day (subject to the definition
of Interest Period). If the date for any payment of principal is extended by operation of Law or otherwise, interest thereon shall
be payable for such extended time. Borrower hereby authorizes Administrative Agent to charge from time to time against Borrower’s
account or accounts with Administrative Agent any amount then due by Borrower. All amounts payable by Borrower under the Loan Papers
(whether principal, interest, fees, expenses, or otherwise) shall be paid in full, without set-off or counterclaim.


 


(b)           Prior
to the occurrence of an Event of Default, all principal payments received by Banks with respect to the Loans shall be applied as
instructed by Borrower and, in the absence of such instructions, first to Eurodollar SOFR Tranches outstanding under the Revolving Loans with
Interest Periods ending on the date of such payment, then to Adjusted Base Rate Tranches, then to Eurodollar SOFR Tranches outstanding under the Revolving Loans next
maturing, and then to Eurodollar SOFR Tranches outstanding under the Revolving Loans next maturing until all such Eurodollar SOFR Tranches are repaid until such principal payment is
fully applied, with such adjustments in such order of payment as Administrative Agent shall specify in order that each Bank receives
its ratable share of each such payment.


 


(c)           After
the occurrence of an Event of Default, all amounts collected or received by Administrative Agent or any Bank from any Credit Party
or in respect of any of the assets of any Credit Party shall be applied in the following order:


 


(i)         first,
to the payment of all fees, indemnities, expenses and other amounts (other than principal, interest, and Letter of Credit Fees)
payable to the Administrative Agent (including fees, expenses, and disbursements of counsel to Administrative Agent);


 


(ii)        second,
to the payment of all fees, indemnities, expenses and other amounts (other than principal, interest, and Letter of Credit Fees)
payable to Banks (including fees, expenses, and disbursements of counsel to Banks), ratably among them in proportion to the respective
amounts described in this clause second payable to them;


 


(iii)       third,
to the reimbursement of any advances made by Banks to effect performance of any unperformed covenants of any Credit Party under
any of the Loan Papers;


 


(iv)       fourth,
to payment of that portion of the Obligations constituting (A) accrued and unpaid Letter of Credit Fees and interest on the
Revolving Loans and other Obligations, (B) unpaid principal of the Revolving Loans in the order specified in Section
3.2(b), (C) any amounts funded but unreimbursed under Letters of Credit, (D) any amounts of the Obligations owing to
each Bank Products Provider and (E) amounts owing under Hedge Agreements (to the extent such amounts are Obligations),
ratably among the Banks, the Letter of Credit Issuer, the Bank Products Providers, and the holders of such Obligations under
Hedge Agreements in proportion to the respective amounts described in this clause fourth payable to them;


 


(v)         fifth,
to establish the deposits required by Section 2.1(b) if any; and




66


     


    



(vi)       last,
the balance, if any, after all of the Obligations have been indefeasibly paid in full, to Borrower or as otherwise required
by Law.


 


All payments received by a Bank after the
occurrence of an Event of Default for application to the principal of the Loans pursuant to this Section 3.2(c) shall
be applied by such Bank in the manner provided in Section 3.2(b).


 


Notwithstanding the
foregoing, amounts received from Borrower or any Guarantor that is not an Eligible Contract Participant shall not be applied to
any Excluded Swap Obligations (it being understood, that in the event that any amount is applied to Obligations other than Excluded
Swap Obligations as a result of this clause, Administrative Agent shall make such adjustments as it determines are appropriate
to distributions pursuant to clause fourth above from amounts received from Eligible Contract Participants to ensure, as
nearly as possible, that the proportional aggregate recoveries with respect to Obligations described in clause fourth above
by the holders of any Excluded Swap Obligations are the same as the proportional aggregate recoveries with respect to other Obligations
pursuant to clause fourth above).


 


Section
3.3            Funding Losses. If Borrower makes or is deemed to
make any payment of principal subject to a Eurodollar SOFR Tranche (whether pursuant to Section 2.6, Section 2.7, Section 2.8, Section 2.9, Section 4.4, Article XI or Article XIII, whether
as a voluntary or mandatory prepayment or otherwise, and including due to reallocation of Loans due to syndication during the period
of one-hundred and eighty (180) days after the Eighth Amendment Effective Date) , on any day other than the last day of an
Interest Period applicable thereto, if Borrower fails to make a prepayment
of any SOFR Borrowing, after notice has been given to Administrative Agent in accordance with Section 2.7, or if Borrower
fails to borrow any Eurodollar SOFR Borrowing, after notice has been given to any Bank in accordance with Section 2.2, Borrower shall reimburse each Bank on demand
for any resulting loss or expense incurred by it, including any loss incurred in obtaining, liquidating or employing deposits from
third parties, or any loss arising from the reemployment of funds at rates lower than the cost to such Bank of such funds and related
costs, which in the case of the payment or prepayment prior to the end of the Interest Period for any Eurodollar SOFR(a) Tranche, shall include the amount, if any, by which (a) the interest which such Bank would have received absent such payment or
prepayment for the applicable Interest Period exceeds (b)
the interest which such Bank would receive if its Commitment Percentage of the amount of such Eurodollar SOFR Borrowing were deposited, loaned, or placed by such
Bank in the interbank eurodollar SOFR market on the date of such payment or prepayment for the remainder of the applicable Interest Period. Such Bank shall promptly
deliver to Borrower and Administrative Agent a certificate as to the amount of such loss or expense, which certificate shall be
conclusive in the absence of manifest error.


 


Section
3.4            Non-Receipt of Funds by Administrative Agent. Unless
Administrative Agent shall have been notified by a Bank or Borrower (as used in this Section, “Payor”)
prior to the date on which such Bank is to make payment to Administrative Agent hereunder or Borrower is to make a payment to Administrative
Agent for the account of one or more Banks, as the case may be (as used in this Section, such payment being herein called the “Required Payment”), which notice shall be effective upon receipt, that Payor does not intend to make the Required
Payment to Administrative Agent, Administrative Agent may assume that the Required Payment has been made and may, in reliance upon
such assumption (but shall not be required to), make the amount thereof available to the intended recipient on such date and, if
Payor has not in fact made the Required Payment to Administrative Agent, (a) the recipient of such payment shall, on




67


     


    



demand, pay to Administrative Agent the
amount made available to it together with interest thereon in respect of the period commencing on the date such amount was so made
available by Administrative Agent until the date Administrative Agent recovers such amount at a rate per annum equal to the Adjusted
Base Rate then in effect for such period, and (b) Administrative Agent shall be entitled to offset against any and all sums to
be paid to such recipient, the amount calculated in accordance with the foregoing clause (a). The obligations of the Banks under
this Agreement to make the Loans, to issue or participate in Letters of Credit and to make payments under this Section, Section
12.14, Section 13.6(c), or Section 14.4, as applicable, are several and are not joint or joint and several. The failure of any
Lender Bank to make available its Commitment Percentage of any Loan requested by the Borrower shall not relieve it or any other Lender Bank of its obligation, if any, hereunder to make its Commitment
Percentage of such Loan available on the borrowing date, but no Lender Bank shall be responsible for the failure of any other Lender Bank to make its Commitment Percentage of such Loan available on the borrowing date.


 


Section 3.5          Defaulting
Banks.


 


(a)           Notwithstanding
anything to the contrary contained herein, the Maximum Credit Amount of a Defaulting Bank shall not be included in determining
whether all Banks, the Super Majority Banks or the Required Banks have taken or may take any action hereunder (including approval
of any redetermination of the Borrowing Base pursuant to Article IV and any consent to any amendment or waiver pursuant
to Section 14.2); provided that, any waiver, amendment or modification requiring the consent of all Banks
or each affected Bank which affects such Defaulting Bank differently than other affected Banks shall require the consent of such
Defaulting Bank; and provided further that in no event shall (i) the Commitment, Elected Commitment or Maximum Credit Amount
of any Defaulting Bank be increased or amounts owed to such Defaulting Bank reduced without the consent of such Defaulting Bank,
or (ii) the Termination Date or any date fixed for any payment of principal of or interest on the Loan or any fees hereunder be
postponed without the consent of such Defaulting Bank.


 


(b)           If
any Bank shall fail to make any payment referenced in clause (a) of the definition of “Defaulting Bank”, then the Administrative
Agent may, in its discretion and notwithstanding any contrary provision hereof, (i) apply any amounts thereafter received by the
Administrative Agent for the account of such Bank and for the benefit of the Administrative Agent or any Letter of Credit Issuer
to satisfy such Bank’s obligations hereunder until all such unsatisfied obligations are fully paid, and/or (ii) hold any
such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Bank hereunder;
in the case of each of (i) and (ii) above, in any order as determined by the Administrative Agent in its discretion; provided
that, subject to Section 14.17, no reallocation hereunder shall constitute a waiver or release of any claim of any
party hereunder against such Bank as a result of such Bank’s increased exposure following such reallocation.


 


(c)           Borrower
shall not be obligated to pay the Administrative Agent any Defaulting Bank’s ratable share of the fees described in Sections
2.11, 2.12 or 2.13 (notwithstanding anything to the contrary in such sections) for the period
commencing on the day such Defaulting Bank becomes a Defaulting Bank and continuing for so long as such Bank continues to be a
Defaulting Bank.




68


     


    



Section
4.3            Special Determination of Borrowing Base. In addition
to the redeterminations of the Borrowing Base pursuant to Section 4.2 and Section 4.6, and adjustments
of the Borrowing Base pursuant to Section 2.15 and Section 8.11, Borrower and Super Majority Banks
may each request Special Determinations of the Borrowing Base from time to time; provided that Super Majority Banks may
not request more than one Special Determination between Periodic Determinations of the Borrowing Base, and Borrower may not request
more than two Special Determinations in any Fiscal Year. In addition, Borrower may request Special Determinations from time to
time as significant development, exploration or acquisition opportunities are presented to Borrower. In the event Super Majority
Banks request such a Special Determination, Administrative Agent shall promptly deliver notice of such request to Borrower and
Borrower shall, within 20 days following the date of such request, deliver to Banks a Reserve Report prepared as of the last day
of the calendar month preceding the date of such request. In the event Borrower requests a Special Determination, Borrower shall
deliver written notice of such request to Banks which shall include (a) a Reserve Report prepared as of a date not more than 30
days prior to the date of such request, and (b) the amount of the Borrowing Base requested by Borrower and to become effective
on the Determination Date applicable to such Special Determination. Upon receipt of such Reserve Report, Administrative Agent shall,
subject to approval of Super Majority Banks, or all Banks in the event of a proposed increase in the Borrowing Base, redetermine
the Borrowing Base in accordance with the procedure set forth in Section 4.2 which Borrowing Base shall become effective
on the Determination Date applicable to such Special Determination (or as soon thereafter as Administrative Agent and Super Majority
Banks, or all Banks in the event of a proposed increase in the Borrowing Base, approve such Borrowing Base and provide notice thereof
to Borrower).


 


Section
4.4            Borrowing Base Deficiency. If a Borrowing Base Deficiency
exists at any time (other than as a result of any reduction and/or redetermination of the Borrowing Base pursuant to Section
2.15 and/or Section 4.6), Borrower shall, within 30 days following notice thereof from Administrative Agent,
provide written notice (the “Election Notice”) to Administrative Agent stating the action which Borrower
proposes to take to remedy such Borrowing Base Deficiency, and Borrower shall thereafter, at its option, do one or a combination
of the following: (a) within 45 days following the delivery of such Election Notice, make a prepayment of principal on the Revolving
Loans in an amount sufficient to eliminate 50% of such Borrowing Base Deficiency, with a payment or payments to eliminate the remainder
of such Borrowing Base Deficiency due within 90 days following the delivery of such Election Notice, and if such Borrowing Base
Deficiency cannot be eliminated by prepaying the Revolving Loans in full (as a result of outstanding Letter of Credit Exposure),
Borrower shall also at such time or times deposit with Administrative Agent sufficient funds to be held by Administrative Agent
as security for outstanding Letter of Credit Exposure in the manner contemplated by Section 2.1(b) as necessary to
eliminate the required portions of such Borrowing Base Deficiency on the dates required therefor, (b) within 90 days following
the delivery of such Election Notice, submit additional oil and gas properties owned by Borrower and its Restricted Subsidiaries for consideration in connection with the determination of the Borrowing Base which Administrative Agent and Super
Majority Banks deem sufficient in their sole discretion to eliminate such Borrowing Base Deficiency, or (c) eliminate such deficiency
by making six consecutive mandatory prepayments of principal on the Revolving Loans, each of which shall be in the amount of one
sixth of the amount of such Borrowing Base Deficiency, commencing on the date that is 30 days after notice of such Borrowing Base
Deficiency is delivered to Borrower and continuing thereafter on each monthly anniversary of such first payment, and in connection
therewith, Borrower shall dedicate a sufficient amount (as determined by Administrative Agent) of the monthly cash flow from




70


     


    



Borrower’s oil and gas properties
to satisfy such payments. Notwithstanding the foregoing, upon any reduction and/or redetermination of the Borrowing Base pursuant
to Section 4.6 which results in a Borrowing Base Deficiency (or increase in any existing Borrowing Base Deficiency),
Borrower shall promptly, but in all events within two (2) Business Days after such Borrowing Base Deficiency first occurs (or earlier if required by such sections), make a mandatory prepayment
of principal on the Revolving Loans and/or cash collateralize the Letter of Credit Exposure in accordance with Section 2.1(b),
as applicable, in an amount sufficient to eliminate such Borrowing Base Deficiency (or increase in any previously existing Borrowing
Base Deficiency).


 


Section
4.5            Initial Borrowing Base. Subject to the terms of Section
4.6 and Section 8.11, the Borrowing Base in effect during the period from the Effective Date until the date
of the first Special or Periodic Determination after the Closing Date shall be the Initial Borrowing Base.


 


Section
4.6            Asset Disposition Adjustment. In addition to the redeterminations
of the Borrowing Base pursuant to Section 4.2 and Section 4.3 and adjustments of the Borrowing Base
pursuant to Section 8.11, simultaneously with the completion by any Credit Party of any Asset Disposition, the assets
and/or Borrowing Base Hedges subject to which, when aggregated with the assets and/or Borrowing Base Hedges subject to all other
Asset Dispositions since the Determination Date of the Borrowing Base then in effect, have a fair market value in excess of 5%
of the Borrowing Base then in effect, the Borrowing Base shall be automatically reduced as set forth in this Section 4.6;
provided, that, for purposes of this Section 4.6, a termination or other monetization, in whole or in part, of an
Oil and Gas Hedge Transaction shall be deemed not to be an “Asset Disposition” to the extent that (x) such Oil and
Gas Hedge Transaction is novated, in whole or in part, from the existing counterparty to another counterparty, with Borrower or
the applicable Credit Party being the “remaining party” for purposes of such novation, (y) such Oil and Gas Hedge Transaction
would have matured pursuant to its terms on or prior to the scheduled effective date of the next Periodic Determination or (z)
upon its termination, in whole or in part, it is replaced, in a substantially contemporaneous transaction, with one or more Oil
and Gas Hedge Transactions covering Hydrocarbons of the type that were hedged pursuant to such replaced Oil and Gas Hedge Transaction,
with notional volumes, prices and tenors not less favorable to Borrower or such Credit Party as those set forth in such replaced
Oil and Gas Hedge Transaction, and without net cash payments to any Credit Party in connection therewith (except to the extent
that such cash payments are paid to the counterparties on such replacement transactions upon the relevant Credit Party entering
into such replacement transactions). Such reduction shall be in an amount equal to the sum of (a) the net value given to the Borrowing
Base Properties and/or Borrowing Base Hedges (to the extent so terminated and not so replaced) subject to such Asset Disposition
in the Borrowing Base then in effect (taking into consideration any negative Borrowing Base value attributed to any out-of-the
money Borrowing Base Hedges so terminated), and (b) the net reduction in the Borrowing Base value realized or resulting from any
such replacement of Borrowing Base Hedges (taking into consideration any negative Borrowing Base value attributed to any out-of-the-money
Borrowing Base Hedges so replaced). For the sake of clarity, the termination or other monetization of a Borrowing Base Hedge at
its scheduled maturity or pursuant to clause (y) of the proviso in the preceding sentence does not constitute an Asset Disposition
and notwithstanding anything to the contrary in this Section 4.6, the termination or monetization of a Borrowing
Base Hedge at its scheduled maturity or pursuant to clause (y) of the proviso in the preceding sentence shall not result in any
reduction of the Borrowing Base.




71


     


    



ARTICLE
V

COLLATERAL AND GUARANTIES


 


Section 5.1          Security.


 


(a)           The
Obligations shall be secured by first and prior Liens covering and encumbering (i) the Mineral Interests owned by Borrower and
its Restricted Subsidiaries specified by Administrative Agent
or Required Banks which shall in all events include not less than the Required Reserve Value of all Proved Mineral Interests owned
by Borrower and its Restricted Subsidiaries on and after
the Closing Date, (ii) one hundred percent (100%) of the issued and outstanding Equity of each existing and future Subsidiary (other
than Subsidiaries of any Unrestricted Subsidiary) of Borrower, and (iii) substantially all of the other material assets
of the Credit Parties, except that Permitted Encumbrances may exist and a Lien over the Equity in Medallion need not be granted
to secure the Obligations. On or before the Effective Date, Borrower shall deliver to Administrative Agent, for the ratable benefit
of each Bank, Mortgages in form and substance acceptable to Administrative Agent and duly executed by such Credit Party, together
with such other assignments, conveyances, amendments, agreements and other writings, including the Security Agreement, UCC-1 financing
statements and UCC-3 financing statement amendments (each duly authorized and, as applicable, executed) as Administrative Agent
shall deem necessary or appropriate to grant, evidence and perfect first and prior Liens in all Borrowing Base Properties and other
interests of Borrower and the Credit Parties required by this Section 5.1(a). Borrower hereby authorizes Administrative
Agent, and its agents, successors and assigns, to file any and all necessary financing statements under the Uniform Commercial
Code, assignments and/or continuation statements as necessary from time to time (in Administrative Agent’s discretion) to
perfect (or continue perfection of) the Liens granted pursuant to the Loan Papers.


 


(b)           On
or before the Effective Date and on or before each Determination Date after the Closing Date and at such other times as Administrative
Agent or Required Banks shall request, Borrower shall, and shall cause its Restricted Subsidiaries to, deliver to Administrative Agent, for the ratable benefit of each Bank, Mortgages in form and substance acceptable
to Administrative Agent and duly executed by Borrower and such Restricted Subsidiaries (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings, including
UCC-1 financing statements (each duly authorized and, as applicable, executed) as Administrative Agent shall deem necessary or
appropriate to grant, evidence and perfect the Liens required by Section 5.1(a)(i) above with respect to Mineral
Interests then held by Borrower and such Restricted Subsidiaries
(as applicable) which are not the subject of existing first and prior, perfected Liens securing the Obligations as required by
Section 5.1(a)(i).


 


(c)           Notwithstanding
any provision in any of the Loan Papers to the contrary, in no event is any Building (as defined in the applicable Flood Insurance
Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party
included in the Borrowing Base Properties and no Building or Manufactured (Mobile) Home shall be encumbered by any of the Mortgages,
the Security Agreement, the Facility Guaranty or any other Loan Paper; provided, that (i)the applicable Credit Party’s
interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the
Borrowing Base Properties and collateral and may be encumbered by the Mortgages or other Loan Papers and (ii)the Credit Parties
shall not permit to exist any Lien on any Building or Manufactured (Mobile) Home except Permitted Encumbrances.




72


     


    



Section
5.2           Title Information. At any time Borrower or any of
its Restricted Subsidiaries are required to execute and deliver
Mortgages to Administrative Agent pursuant to Section 5.1, Borrower shall also deliver to Administrative Agent such
opinions of counsel (including, if so requested, title opinions, and in each case addressed to Administrative Agent) or other evidence
of title as Administrative Agent shall deem necessary or appropriate to verify (a) Borrower’s (or any such Restricted Subsidiary’s (as applicable)) title to the Required Reserve Value of the Proved Mineral Interests which are subject to such
Mortgages, and (b) the validity and perfection of the Liens created by such Mortgages.


 


Section
5.3           Guarantees. Payment and performance of the Obligations
shall be fully guaranteed by each existing or hereafter acquired or formed Restricted Subsidiary of Borrower pursuant to the Facility Guaranty.


 


Section
5.4           Additional Guarantors. In connection with the creation
or acquisition of any new Restricted Subsidiary of Borrower,
promptly (and in no event less than 30 days) following such creation or acquisition, Borrower shall, or shall cause (a) the applicable
Restricted Subsidiary to execute and deliver a joinder to
the Facility Guaranty and the Security Agreement executed by such Restricted Subsidiary, (b) the holder of the Equity in such Restricted Subsidiary to pledge all of the Equity of such Subsidiary (including delivery of original stock certificates evidencing the Equity
of such Restricted Subsidiary, together with appropriate
undated stock powers for each certificate duly executed in blank by the registered owner thereof), and (c) execute and deliver,
or cause any other Credit Party to execute and deliver, such other additional UCC -1 financing statements, closing documents, certificates,
and legal opinions as shall reasonably be requested by the Administrative Agent, in the case of each of clause (a), (b), and (c)
above, in form and substance reasonably satisfactory to Administrative Agent.


 


ARTICLE
VI

CONDITIONS TO BORROWINGS


 


Section
6.1           Conditions to Initial Borrowing and Participation in Letter
of Credit Exposure. The obligation of each Bank to loan its Commitment Percentage of the initial Borrowing hereunder, and the
obligation of Administrative Agent to issue (or cause another Bank to issue) the initial Letter of Credit issued hereunder (other
than the Existing Letters of Credit), is subject to the satisfaction of each of the following conditions:


 


(a)           Closing
Deliveries. Administrative Agent shall have received each of the following documents, instruments and agreements, each of which
shall be in form and substance and executed in such counterparts as shall be acceptable to Administrative Agent and Required Banks
and each of which shall, unless otherwise indicated, be dated the Closing Date:


 


(i)         this
Agreement, duly executed and delivered by Borrower, each Bank, Letter of Credit Issuer, and Administrative Agent;


 


(ii)        a
Note payable to each Bank requesting a Note in the amount of such Bank’s Maximum Credit Amount, in each case duly executed
and delivered by Borrower;


 


(iii)       the
Facility Guaranty, duly executed and delivered by each Credit Party other than Borrower;




73


     


    



incorporation, bylaws, regulations or other
organizational documents (as applicable) of any such Credit Party or of any agreement, judgment, injunction, order, decree or other
instrument binding upon any such Credit Party or result in the creation or imposition of any Lien on any asset of any such Credit
Party except Liens securing the Obligations.


 


Section
7.3           Binding Effect. (a) Each of this Agreement and the
Notes constitutes a valid and binding agreement of Borrower; (b) the Mortgages, the Security Agreement, the Facility Guaranty and
the other Loan Papers when executed and delivered in accordance with this Agreement, will then constitute valid and binding obligations
of each Credit Party a party thereto; and (c) each Loan Paper is enforceable against each Credit Party a party thereto in accordance
with its terms except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar Laws affecting creditors’
rights generally, and (ii) the availability of equitable remedies may be limited by equitable principles of general applicability.


 


Section 7.4          Financial
Information.


 


(a)           The
Current Financials fairly present, in conformity with GAAP, the consolidated financial position of Borrower and its consolidated
results of operations and cash flows as of the date and for the periods covered thereby.


 


(b)           There
has been no material adverse effect on the business, assets, liabilities, financial condition or results of operations of the Credit
Parties, taken as a whole, relative to that set forth in the financial statements of Borrower and its consolidated Subsidiaries
as of December 31, 2019.


 


Section
7.5           Litigation. Except for matters disclosed on Schedule
2 hereto, there is no action, suit or proceeding pending against, or to the knowledge of any Credit Party, threatened against
or affecting any Credit Party before any court, arbitrator, Governmental Authority or official in which there is a reasonable possibility
of an adverse decision which could reasonably be expected to have a Material Adverse Effect, which could in any manner draw into
question the validity of the Loan Papers.


 


Section 7.6          ERISA.


 


(a)           Each
Credit Party and each ERISA Affiliate have complied in all material respects with ERISA and, where applicable, the Code regarding
each Plan.


 


(b)           Each
Plan is, and has been, established and maintained in substantial compliance with its terms, ERISA and, where applicable, the Code.


 


(c)           No
act, omission or transaction has occurred which could result in imposition on Borrower, any Restricted Subsidiary
of Borrower or any ERISA Affiliate (whether directly or indirectly) of (i) either a civil penalty assessed pursuant to
subsections (c), (i), (l) or (m) of section 502 of ERISA or a tax imposed pursuant to Chapter 43 of Subtitle D of the Code or
(ii)        breach of fiduciary duty liability damages under section 409
of ERISA.


 


(d)           Full
payment when due has been made of all amounts which Borrower, the Restricted Subsidiaries of Borrower or any ERISA Affiliate is required under the terms of each Plan or applicable Law to have paid as contributions
to such Plan as of the Closing Date.




78


     


    

 


(e)           Neither
any Credit Party nor any ERISA Affiliate sponsors, maintains, or contributes to an employee welfare benefit plan, as defined in
section 3(1) of ERISA, including any such plan maintained to provide benefits to former employees of such entities, that may not
be terminated by any Credit Party or any ERISA Affiliate in its sole discretion at any time without any material liability.


 


(f)           Neither
any Credit Party nor any ERISA Affiliate sponsors, maintains or contributes to, or has at any time in the six-year period preceding
the Closing Date sponsored, maintained or contributed to, any employee pension benefit plan, as defined in section 3(2) of ERISA,
that is subject to Title IV of ERISA, section 302 of ERISA or section 412 of the Code.


 


Section
7.7           Taxes and Filing of Tax Returns. Each Credit Party
has filed all material tax returns required to have been filed and has paid all Taxes shown to be due and payable on such returns,
including interest and penalties, and all other Taxes which are payable by such party, to the extent the same have become due and
payable other than Taxes with respect to which a failure to pay would not reasonably be expected to have a Material Adverse Effect.
Borrower does not know of any proposed material Tax assessment against any Credit Party, and each Credit Party maintains adequate
reserves in accordance with GAAP with respect to all of its Tax liabilities of and those of its predecessors. Except as disclosed
in writing to Banks, no Tax liability of any Credit Party, or any of their predecessors, has been asserted by the Internal Revenue
Service for Taxes, in excess of those already paid.


 


Section
7.8           Title to Properties; Liens. Each Credit Party has
good and valid title to all material assets purported to be owned by it. Without limiting the foregoing, Borrower and/or its applicable
Restricted Subsidiaries have good, valid and defensible title
to all Borrowing Base Properties (except for Borrowing Base Properties disposed of in compliance with, and to the extent permitted
by Section 9.5 to the extent this representation and warranty is made or deemed made after the Closing Date), free
and clear of all Liens, except for Liens permitted by Section 9.3.


 


Section
7.9           Mineral Interests. All Borrowing Base Properties are
valid, subsisting, and in full force and effect, and all rentals, royalties, and other amounts due and payable in respect thereof
have been duly paid. Without regard to any consent or non- consent provisions of any joint operating agreement covering any Credit
Party’s Proved Mineral Interests, each Credit Party’s share of (a) the costs attributable to each Borrowing Base Property
is not greater than the decimal fraction set forth in the Reserve Report, before and after payout, as the case may be, and described
therein by the respective designations “working interests”, “WI”, “gross working interest”,
 “GWI”, or similar terms, unless such greater share of costs is offset by a corresponding proportionate increase in
the applicable Credit Parties’ net revenue interest in such Borrowing Base Property, and (b) production from, allocated to,
or attributed to each such Borrowing Base Property is not less than the decimal fraction set forth in the Reserve Report, before
and after payout, as the case may be, and described therein by the designations “net revenue interest,” “NRI,”
or similar terms.


 


Section
7.10          Business; Compliance. Each Credit Party has performed and abided
by all obligations required to be performed under each license, permit, order, authorization, grant, contract, agreement, or regulation
to which such Credit Party is a party or by which such Credit Party or any of the assets of such Credit Party are bound to the
extent a failure to perform and abide by such obligations could reasonably be expected to have a Material Adverse Effect; provided
that, to the extent Mineral Interests owned by any such Credit Party are operated by operators other than such Credit Party
or an Affiliate of such Credit Party, Borrower does not have




79


     


    



accurately reflect, in all material
respects, the ownership interests in the Mineral Interests referred to therein (including all before and after payout calculations).


 


Section
7.14          Full Disclosure. All written information heretofore furnished
by or on behalf of any Credit Party to Administrative Agent, any Arranger, or any Bank for purposes of or in connection with this
Agreement or any transaction contemplated hereby is, and all such written information hereafter furnished by or on behalf of any
Credit Party to Administrative Agent, any Arranger, or any Bank will be, when taken as a whole, true, complete, and accurate in
every material respect and based on reasonable estimates on the date as of which such written information is stated or certified
(it being understood that actual results may vary materially from the financial projections provided hereunder); provided
that, with respect to projected financial information, Borrower represents only that such information was prepared in good faith
based upon assumptions believed to be reasonable at the time. Borrower has disclosed to Banks in writing any and all facts (other
than facts of general public knowledge) which might reasonably be expected to have a Material Adverse Effect, or might adversely
affect (to the extent Borrower can now reasonably foresee), the business, operations, prospects or condition, financial or otherwise,
of each Credit Party or the ability of each Credit Party to perform its obligations under this Agreement and the other Loan Papers.


 


Section
7.15          Organizational Structure; Nature of Business. The primary business
of each Credit Party is the acquisition, exploration, development and operation of Mineral Interests, and/or the production and/or
marketing of Hydrocarbons and accompanying elements therefrom. As of the Closing Date, Schedule 3 hereto accurately
reflects (a) the jurisdiction of incorporation or organization of each Credit Party, (b) each jurisdiction in which each Credit
Party is qualified to transact business as a foreign corporation, foreign partnership or foreign limited liability company, (c)
the authorized, issued and outstanding stock, partnership or limited liability interests of each Subsidiary of Borrower, including
the names of (and number of shares or other equity interests held by) the record and beneficial owners of such interests, and (d)
all outstanding warrants, options, subscription rights, convertible securities or other rights to purchase capital stock, partnership
or limited liability company interests of each Subsidiary of Borrower. Except as set forth in this Section 7.15 and
in Schedule 3 hereto, as of the Closing Date, no Person holds record or beneficial ownership of any capital stock
or other equity interest in any Subsidiary of Borrower or any other right or option to acquire any capital stock or other equity
interest in any Subsidiary of Borrower and, without limiting the foregoing, there are not outstanding any warrants, options, subscription
rights or other rights to purchase stock or other equity interests in any Subsidiary of Borrower. No Credit Party has made or presently
holds any Investments other than Permitted Investments. Except as set forth in Schedule 3 hereto, as of the Closing
Date, Borrower does not have any Subsidiaries, and no Credit Party is a partner or joint venturer in any partnership or joint venture
or a member of any unincorporated association.


 


Section
7.16          Environmental Matters. No real or personal property owned or
leased by any Credit Party (including Mineral Interests) and no operations conducted thereon, and no operations of any prior owner,
lessee or operator of any such properties, is or has been in violation of any Applicable Environmental Law other than violations
which neither individually nor in the aggregate will have a Material Adverse Effect, nor is any such property or operation the
subject of any existing, pending or, to Borrower’s knowledge, threatened Environmental Complaint which could, individually
or in the aggregate, have a Material Adverse Effect. All notices, permits, licenses, and similar authorizations, if any, required
to be obtained or filed in connection with the ownership or operation of any and all real and personal property owned, leased or





81


     


    



Section 8.1            Information.
Borrower will deliver, or cause to be delivered, to each Bank:


 


(a)           as
soon as available and in any event within 120 days after the end of each Fiscal Year of Borrower, consolidated balance sheets of
Borrower as of the end of such Fiscal Year and the related consolidated statements of income and cash flow for such Fiscal Year,
setting forth in each case in comparative form the figures for the previous Fiscal Year of Borrower all reported on by independent
public accountants of recognized national standing (without a “going concern” or like qualification or exception and
without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements
present fairly in all material respects the financial condition and results of operations of Borrower and its consolidated Subsidiaries
on a consolidated basis in accordance with GAAP consistently applied;


 


(b)           as
soon as available and in any event within 60 days after the end of each of the first three Fiscal Quarters of each Fiscal Year
of Borrower, commencing with the Fiscal Quarter ending March 31, 2017, consolidated balance sheets of Borrower as of the end of
such Fiscal Quarter and the related consolidated statements of income and cash flow for such Fiscal Quarter and for the portion
of Borrower’s Fiscal Year ended at the end of such Fiscal Quarter, setting forth in each case in comparative form the figures
for the corresponding quarter and the corresponding portion of Borrower’s previous Fiscal Year;


 


(c)           simultaneously
with the delivery of each set of financial statements referred to in Section 8.1(a) and Section 8.1(b), (x) a
certificate of the chief financial officer or chief executive officer of Borrower in the form of Exhibit F hereto, (i)
setting forth in reasonable detail the calculations required to establish whether Borrower was in compliance with the requirements of
Article X on the date of such financial statements, (ii) stating whether there exists on the date of such certificate any
Default and, if any Default then exists, setting forth the details thereof and the action which Borrower is taking or proposes to take
with respect thereto, (iii) stating whether or not such financial statements fairly present in all material respects the results of operations
and financial condition of Borrower as of the date of the delivery of such financial statements and for the period covered thereby, (iv)
setting forth (A) whether as of such date there is a Material Gas Imbalance and, if so, setting forth the amount of net gas imbalances
under Gas Balancing Agreements to which any Credit Party is a party or by which any Mineral Interests owned by any Credit Party are bound,
and (B) the aggregate amount of all Advance Payments received under Advance Payment Contracts to which Borrower or any Restricted Subsidiary
is a party or by which any Mineral Interests owned by any Credit Party are bound which have not been satisfied by delivery of production,
if any, and (v) a summary of the Hedge Transactions to which any Credit Party is a party on such date and
(y) only if, as of the last day of any fiscal period of the Borrower, any of the consolidated Subsidiaries of the Borrower have been
designated as Unrestricted Subsidiaries, then concurrently with any delivery of financial statements under Section 8.1(a) or Section
8.1(b), as applicable, a certificate of the chief financial officer or chief executive officer of Borrower setting forth consolidating
spreadsheets that show all consolidated Unrestricted Subsidiaries and the eliminating entries;


 


(d)           immediately
upon any Authorized Officer of any Credit Party becoming aware of the occurrence of any Default under any of the Loan Papers, including
a Default under Article X, a certificate of an Authorized Officer of Borrower setting forth the details thereof and
the action which Borrower is taking or proposes to take with respect thereto;




83


     


    



(k)           from
time to time such additional information regarding the financial position or business of each Credit Party (including any Plan
and any reports or other information required to be filed with respect thereto under the Code or under ERISA and a list of all
Persons purchasing Hydrocarbons from any Credit Party) as Administrative Agent, at the request of any Bank, may reasonably request;


 


(l)            prompt
written notice, and in any event within three (3) Business Days, of (i) the occurrence of any loss, casualty or other damage to,
or any nationalization, taking under power of eminent domain or by condemnation or similar proceeding of, any property of Borrower
or any other Credit Party having a fair market value in excess of $10,000,000 or (ii) the commencement of any action or proceeding
that could reasonably be expected to result in a such an event;


 


(m)           in
the event Borrower or any other Credit Party enters into a letter of intent, term sheet or other document, agreement or understanding
evidencing its intent to sell, transfer, assign or otherwise dispose of any Mineral Interests, prompt (and in any event within
five (5) Business Days) written notice of such (together with a copy of any such document), the price thereof and the anticipated
date of closing and any other details thereof requested by the Administrative Agent or any Bank;


 


(n)           promptly,
but in any event within five (5) Business Days after the execution thereof, copies of any amendment, modification or supplement
to the certificate or articles of incorporation, by-laws, any preferred stock designation or any other organic document of Borrower
or any other Credit Party;


 


(o)           prompt
written notice (and in any event no less than thirty (30) days prior thereto) of any change (i) in Borrower or any Credit
Party’s company name or in any trade name used to identify such Person in the conduct of its business or in the
ownership of its properties, (ii) in the location of Borrower or any Credit
Party’s chief executive office or principal place of business, (iii) in Borrower or any Credit Party’s identity
or company structure or in the jurisdiction in which such Person is incorporated or formed, (iv) in Borrower or any Credit
Party’s jurisdiction of organization or such Person’s organizational identification number in such jurisdiction
of organization, and (v) in Borrower or any Credit Party’s federal taxpayer identification number;


 


(p)           prompt
written notice of all created or acquisition of any new Subsidiary of Borrower and to comply, and cause such each Restricted Subsidiary to comply, with Article
V;


 


(q)           prompt
written notice of the amendment, modification or termination of any Hedge Agreement or the termination of any Hedge Transaction;
and


 


(r)            not
less than three (3) Business Days’ (or such shorter time as the Administrative Agent may agree to its sole discretion) prior
to making any Distribution pursuant to Section 9.2(b) or making of any Redemption pursuant to Section 9.13(a)(i),
a certificate of an Authorized Officer in substantially the form of Exhibit M hereto setting forth the amounts of (i) Free Cash
Flow for the most recent four fiscal quarter period ended prior thereto for which financial statements have been delivered for
the Borrower pursuant to Section 8.1(a) or Section 8.1(b), as applicable, (ii) Available Free Cash
Flow as of the date of delivery of such certificate and (iii) Available Free Cash Flow immediately after giving effect to making
any Distribution pursuant to Section 9.2(b) or making of any Redemption pursuant to Section 9.13(a)(i).




85


     


    



(b)          Notwithstanding
any other provisions of this Agreement or any other Loan Paper, Obligations guaranteed by any Guarantor, or secured by the grant
of any Lien by such Guarantor under any Loan Paper, shall exclude all Excluded Swap Obligations with respect to such Guarantor.


 


Section 8.14          EEA
Financial Institutions. No Credit Party is an EEA Financial Institution.


 


Section
8.15          Accounts. All of the Accounts other than
Excluded Accounts of the Credit Parties shall at all times be subject to an Account Control Agreement; provided, that in the
case of any Account acquired pursuant to an acquisition permitted under Section 9.12 (and which was not formed
in contemplation of such acquisition), so long as Borrower provides the Administrative Agent with written notice of the
existence of such Account within five (5) Business Days following the date of such acquisition (or such later date as the
Administrative Agent may agree in its sole discretion), Borrower will have thirty (30) days (or such later date as the
Administrative Agent may agree in its sole discretion) to (a) transfer such account to an account with a Bank and (b) subject
such account to an Account Control Agreement. Notwithstanding anything to the contrary, with respect to each Account of the
Credit Parties in existence on the Effective Date, the Credit Parties shall, no later than June 2, 2017 (or such later date
as the Administrative Agent may agree in its sole discretion), deliver to the Administrative Agent duly executed Account
Control Agreements as are required pursuant to this Section 8.15.


 


Section
8.16        Unrestricted
Subsidiaries. The Borrower:


 


(a)           will
cause the management, business and affairs of each of the Borrower and its Restricted Subsidiaries to be conducted in such a manner
(including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted
Subsidiaries to creditors and potential creditors thereof and by not permitting assets of the Borrower and its respective Restricted
Subsidiaries to be commingled) so that each Unrestricted Subsidiary that is a corporation will be treated as a corporate entity
separate and distinct from the Borrower and the Restricted Subsidiaries;


 


(b)           will
cause each Unrestricted Subsidiary (i) to refrain from maintaining its assets in such a manner that would make it costly or difficult
to segregate, ascertain or identify as its individual assets from those of the Borrower or any Restricted Subsidiary and (ii) to
observe all corporate formalities;


 


(c)           will
not, and will not permit any of the Restricted Subsidiaries to, incur, assume, guarantee or be or become liable for any Debt of
any of the Unrestricted Subsidiaries;


 


(d)           will
not, and will not permit any Restricted Subsidiary to, permit any credit agreement for a senior credit facility, a loan agreement
for a senior credit facility, a note purchase agreement for the sale of promissory notes or an indenture governing capital markets
debt instruments pursuant to which the Borrower or any Restricted Subsidiary is a borrower, issuer or guarantor (the “Relevant
Debt”), the terms of which would, upon the occurrence of a default under any
Debt of an Unrestricted Subsidiary, (i) result in, or permit the holder of any Relevant Debt to declare a default on such Relevant
Debt or (ii) cause the payment of any Relevant Debt to be accelerated or payable before the fixed date on which the principal of
such Relevant Debt is due and payable; and







91


     


    



(e)           will
not permit any Unrestricted Subsidiary to hold any equity interests in, or any Debt of, any Credit Party.


 


ARTICLE
IX

NEGATIVE COVENANTS


 


Borrower agrees that,
so long as any Bank has any commitment to lend or participate in Letter of Credit Exposure hereunder or any amount payable under
any Loan remains unpaid or any Letter of Credit remains outstanding:


 


Section
9.1           Debt. Borrower will not, nor will Borrower permit
any other Credit Party to, incur, become or remain liable for any Debt other than (a) the Obligations, (b) Debt of any Credit Party
to any other Credit Party, (c) Permitted Purchase Money Debt, (d) subject to any adjustment to the Borrowing Base required under
Section 2.15, Senior Notes and any guarantees thereof and any Permitted Refinancing Debt, provided that, solely
with respect to Senior Notes not constituting Permitted Refinancing Debt, (i) such Senior Notes do not have any scheduled amortization
prior to the stated maturity of such Senior Notes, (ii) such Senior Notes do not mature sooner than a date that is at least one-hundred
and eighty (180) days following the Termination Date in effect on the date of issuance of such Senior Notes, (iii) such Senior
Notes and any guarantees thereof are on market terms for similar instruments of issuers of similar size and credit quality given
the then prevailing market conditions, (iv) as determined in good faith by the senior management of Borrower, such Senior Notes
and any guarantees thereof are on terms, taken as a whole, no more restrictive or burdensome than this Agreement, provided that
(A) the financial maintenance covenants with respect to such Senior Notes are not more restrictive than those in this Agreement
and (B) the representations and warranties, covenants (other than financial maintenance covenants) and events of default of such
Senior Notes are not, taken as a whole, more restrictive or burdensome than those in this Agreement, and (v) such Senior Notes
do not have any mandatory prepayment or redemption provisions (other than customary change of control or asset sale tender offer
provisions) which would require a mandatory prepayment or redemption in priority to the Obligations, (e)and
(a) subject to the conditions set forth in the Renewable
Product Purchase Documents, Debt constituting the obligation of Borrower to make each Monthly Settlement Payment; provided that, (i) upon achieving the “Commercial Operation Date” (as defined in
the Renewable Product Purchase Agreement), Administrative Agent shall have received from Borrower written notice of the occurrence
thereof and (ii) within five (5) Business Days of payment of any such Monthly Settlement Payment by Borrower in excess of $100,000,
Administrative Agent shall have received from Borrower written notice as to the amount of such Monthly Settlement Payment and such
additional details as reasonably requested by Administrative Agent, (f) subject to the conditions set forth in the Renewable Product
Purchase Documents, Debt constituting the obligation to provide the Performance Security; provided that,
promptly after providing such Performance Security, Administrative Agent shall have received from Borrower written notice as to
the amount of such Performance Security, the circumstances under which such Performance Security was provided and such additional
details as reasonably requested by Administrative Agent, and (g) other Debt in an amount not to exceed at any
time $20,000,000 in the aggregate.


 


Solely for purposes
of clause (d) of this Section 9.1, any Permitted Senior Debt for the payment of which the proceeds of other Senior
Notes or Permitted Refinancing Debt has been deposited in trust or otherwise set aside shall be deemed no longer “outstanding”
so long as such




92


     


    



Permitted Senior Debt is repaid within
sixty (60) days after the Credit Parties’ receipt of proceeds of such other Senior Notes or Permitted Refinancing Debt.


 


Section
9.2            Restricted Payments. Borrower will not, nor will Borrower
permit any other Credit Party to, declare, pay or make, or incur any liability to declare, pay or make, any Restricted Payment,
except that Borrower may:


 


(a)           declare
and pay dividends with respect to its Equity payable solely in additional shares of its Equity (or in de minimis amounts
of cash payable in lieu of partial shares of its Equity); and


 


(b)           make
Distributions in an aggregate amount not to exceed the Available Amount;
so long as immediately after giving effect to any such Distribution (i) no Default or Event of Default exists or results therefrom,
(ii) undrawn Commitments are greater than or equal to (x) fifty percent
(50%) of the Total Commitment on or prior to December 31, 2022 and (y) thirty-five percent (35%) of the Total Commitment on and after January 1, 2023, (iii) the Borrower will be
in pro forma compliance with the financial covenant set forth in Section 10.1(a), (iv) the Consolidated Total Leverage
Ratio on a pro forma basis is not greater than 2.00 2.50 to 1.00, in the case of both (iii) and (iv), Net Debt or Total Debt, as applicable, shall be determined as of the date of calculation
after giving effect to such Distribution occurring on such date and Consolidated EBITDAX shall be determined as if such Distribution
occurred on the last day of the Fiscal Quarter then most recently ended for which financial statements have been received pursuant
to Section 8.1, (v) Available Free Cash Flow on a pro forma basis shall be greater than or equal to $0 and (vi) the
Borrower shall have timely delivered the certificate required under Section 8.1(r) with respect to such Distribution;
and provided, further that (x) any Equity repurchased pursuant to this Section 9.2(b) shall be contemporaneously
cancelled by the Borrower and (y) for clarity, (1) such cancellation is not restricted by Section 9.5 and does not
trigger any requirement that the Borrower or any other Credit Party take any further action to be in compliance therewith, and
(2) the requirement set forth in clause (iv) of this Section 9.2(b) is applicable only at the time of such Distribution
after giving effect to any related borrowing or Debt issuance and does not require that the Consolidated Total Leverage Ratio be
maintained at not greater than 2.00 2.50 to 1.00 subsequent to giving effect to such Distribution and any related borrowing or Debt issuance.


 


Section 9.3            Liens;
Negative Pledge. Borrower will not, nor will Borrower permit any other Credit Party to, create, assume or suffer to exist any
Lien on any asset owned by it other than (a) Permitted Encumbrances, and (b) Liens existing on any asset prior to the acquisition
thereof by any Credit Party or existing on any asset of any Person that becomes a Credit Party after the date hereof prior to the
time such Person becomes a Credit Party; provided that (i) such Lien is not created in contemplation of or in connection
with such acquisition or such Person becoming a Credit Party, as the case may be, (ii) such Lien shall not at any time apply to
or encumber any other assets of the Credit Party, (iii) such Lien shall not at any time attach to any Mineral Interests of the
Credit Parties, and (iv) such Lien shall secure only those obligations which it secures on the date of such acquisition or the
date such Person becomes a Credit Party, as the case may be and extensions, renewals and replacements thereof that do not increase
the outstanding principal amount thereof. Borrower will not, nor will Borrower permit any other Credit Party to, enter into or
become subject to any agreement that prohibits or otherwise restricts the right of any Credit Party to create, assume or suffer
to exist any Lien in favor of the Secured Parties on any Credit Party’s assets.




93


     


    



Section
9.4            Consolidations and Mergers. Without the prior written
consent of Super Majority Banks, Borrower will not, nor will Borrower permit any other Credit Party to, consolidate or merge with
or into any other Person; provided that, so long as no Default or Event of Default exists or will result, Borrower or any
wholly owned Subsidiary of Borrower that is a Credit Party may merge or consolidate with any other Credit Party, provided further
that, if Borrower is a party to any such merger or consolidation, Borrower must be the surviving entity of such merger or consolidation.


 


Section
9.5           Asset Dispositions. Borrower will
not, nor will Borrower permit any other Credit Party to, sell, lease, transfer, abandon or otherwise dispose of any asset (including,
in each case, as a result of the designation of any Restricted Subsidiary as an Unrestricted Subsidiary in accordance with
Section 9.18) other than (a) the sale in the ordinary course of business of Hydrocarbons produced from any Credit
Party’s Mineral Interests, (b) the sale, lease, transfer, abandonment or other disposition of machinery, equipment and
other personal property and fixtures which are (i) made in connection with a release, surrender or abandonment of a well, or
(ii) (A) obsolete for their intended purpose and disposed of in the ordinary course of business, or (B) replaced by articles
of comparable suitability owned by any Credit Party, free and clear of all Liens except Permitted Encumbrances, (c) the sale
of equity interest in Medallion (for the sake of clarity, until such time, if any, as Medallion shall become a Subsidiary,
the sale of any or all of the assets of Medallion is not restricted by this Agreement), (d) Asset Dispositions at no less
than fair market value (as reasonably determined by Borrower); provided that, (A) no Asset Disposition shall be
permitted pursuant to this clause (d) unless all mandatory prepayments required by Section 2.6 in connection
with such Asset Disposition are made concurrently with the closing thereof, and (B) Borrower or other applicable Credit Party
shall within 30 days following the closing of each Asset Disposition novate, unwind or terminate Oil and Gas Hedge
Transactions as needed to comply with Section 9.10 and , (e) the Legacy Asset Disposition; provided that, each of the Legacy Asset Disposition Conditions have been
satisfied, (f) the sale, lease, transfer, use of other
disposition of any Renewable Product (as defined in the Renewable Product Purchase Agreement) and (g) dispositions
constituting Permitted Investments described in clause (g) of the definition thereof. In no event will Borrower
issue, sell, transfer or dispose of, or permit any other Credit Party to issue, sell, transfer or dispose of, any capital
stock or other equity interest in any Subsidiary of such Credit Party (other
than an Unrestricted Subsidiary of an Unrestricted Subsidiary), nor will Borrower permit any other Credit Party
to issue or sell any capital stock in such Credit Party or other equity interest or any option, warrant or other right to
acquire such capital stock or equity interest or security convertible into such capital stock or equity interest to any
Person other than the Person which is the direct parent of such issuer on the Closing Date.


 


Section
9.6            Use of Proceeds. Borrower will not request any Borrowing
or Letter of Credit, and Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors,
officers, employees and agents shall not use, the proceeds of Borrowings for any purpose other than to finance the acquisition,
exploration, and development of Mineral Interests, for working capital and general corporate purposes (for the sake of clarity,
including, to the extent permitted under Section 9.13 and the other provisions of this Agreement, the Redemption
of Senior Notes), and to pay fees and expenses incurred in connection with the Closing Transactions. None of the proceeds of the
Loans or any Letter of Credit issued hereunder will be used, directly or indirectly, (a) for the purpose, whether immediate, incidental
or ultimate, of purchasing or carrying any Margin Stock, (b) in violation of applicable Law or regulation (including the Margin
Regulations), (c) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything
else of value, to any Person in violation of any Anti-




94


     


    



Corruption Laws, (d) for the purpose of
funding, financing or facilitating any activities, business or transaction of or with any Person known by Borrower to be a Sanctioned
Person, or in any Sanctioned Country, or (e) in any manner that would result in the violation of any Sanctions applicable to any
party hereto. Letters of Credit will be issued hereunder only for the purpose of securing bids, tenders, bonds, contracts and other
obligations entered into in the ordinary course of Borrower’s business and to secure obligations of Borrower and its Restricted Subsidiaries under Oil and Gas Hedge Transactions; provided that, the aggregate Letter of Credit Exposure of all Banks under
all Hedge Transaction Letters of Credit shall not exceed $10,000,000 at any time. Without limiting the foregoing, with the exception
of Hedge Transaction Letters of Credit permitted pursuant to the preceding sentence, no Letters of Credit will be issued hereunder
for the purpose of or providing credit enhancement with respect to any Debt or equity security of any Credit Party or to secure
any Credit Party’s obligations with respect to Hedge Transactions other than Hedge Transactions with a Bank or an Affiliate
of a Bank.


 


Section
9.7            Investments. Borrower will not, nor will Borrower
permit any other Credit Party to, directly or indirectly, make any Investment (including,
in each case, as a result of the designation of any Restricted Subsidiary as an Unrestricted Subsidiary in accordance with Section
9.18) other than Permitted Investments.


 


Section
9.8           Transactions with Affiliates.
Borrower will not, nor will Borrower permit any other Credit Party to, engage in any material transaction with any of their
Affiliates (other than transactions among Credit Parties ) unless
such transaction is generally as favorable to such Credit Party as could be obtained in an arm’s length transaction
with an unaffiliated Person in accordance with prevailing industry customs and practices. Notwithstanding the foregoing, the
restrictions set forth in this Section 9.8 shall not apply to the payment of reasonable and customary fees to
directors of any Credit Party who are not employees of any Credit Party or
to transactions with Unrestricted Subsidiaries constituting Permitted Investments described in clause (g) of the definition
thereof.


 


Section
9.9            ERISA. Borrower will not, and will not
permit any Credit Party to, at any time:


 


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


 


(b)           fail
to make, or permit any ERISA Affiliate to fail to make, full payment when due of all amounts which, under the provisions of any
Plan, agreement relating thereto or applicable law, Borrower, any Credit Party or any ERISA Affiliate is required to pay as contributions
thereto.


 


(c)           contribute
to or assume an obligation to contribute to, or permit any ERISA Affiliate to contribute to or assume an obligation to contribute
to (i) any employee welfare benefit plan, as defined in section 3(1) of ERISA, including any such plan maintained to provide benefits
to former employees of such entities, that may not be terminated by such entities in their sole discretion at any time without
any material liability, or (ii) any employee pension benefit plan, as defined in section 3(2) of ERISA, that is subject to Title
IV of ERISA, section 302 of ERISA or section 412 of the Code.







95


     


    



Section 9.10        Hedge
Transactions.


 


(a)           Borrower
will not, nor will Borrower permit any other Credit Party to, enter into or, subject to clause (B) of the proviso in the
first sentence of Section 9.5, permit to exist any Oil and Gas Hedge Transactions (other than (x) purchased put
options or price floors with respect to Hydrocarbons and (y) Oil and Gas Hedge Transactions Liquidated, or to be Liquidated,
pursuant to the Legacy Asset Disposition Agreement) (i) with a duration longer than five years from the date the applicable
Oil and Gas Hedge Transaction is entered into or (ii) whereby the volume of Hydrocarbons with respect to which a settlement
payment is calculated would exceed (A) for the first 24 months after the date of execution of such Hedge Transaction (the
 “First Measurement Period”), 100% and (B) for the first 36 months immediately following the First
Measurement Period, 75%, in each case, (x) of Borrower’s anticipated production (assuming no curtailment or
interruption of transportation for such anticipated production) from Proved Mineral Interests and (y) without duplication of
the “put” and “call”, notional quantities of any collars. Borrower will not, nor will Borrower permit
any other Credit Party to, enter into any commodity, interest rate, currency or other swap, option, collar or other
derivative transaction pursuant to which any Credit Party speculates on the movement of commodity prices, securities prices,
interest rates, financial markets, currency markets or other items; provided that, nothing contained in this Section
9.10(a) shall prohibit any Credit Party from (1) entering into interest rate swaps or other interest rate hedge
transactions pursuant to which such Credit Party hedges interest rate risk with respect to the interest reasonably
anticipated to be incurred pursuant to this Agreement, (2) entering into Oil and Gas Hedge Transactions otherwise permitted
by this Section 9.10(a) or Section 9.10(b), or (3) making Permitted Investments or (4) entering into the Renewable Product Purchase Documents and performing
its obligations thereunder;


 


(b)           Borrower
the other Credit Parties may enter into Hedge Agreements that would be permitted by Section 9.10(a) pertaining to
Mineral Interests to be acquired pursuant to a Specified Acquisition; provided that Hedge Agreements pursuant to this Section
9.10(b) must be Liquidated upon the earlier to occur of: (i) the date that is 90 days after the execution of the purchase
and sale agreement relating to the Specified Acquisition to the extent that such Specified Acquisition has not been consummated
by such date and (ii) any Credit Party knows with reasonable certainty that the Specified Acquisition will not be consummated;
and


 


(c)           Borrower
will not, and will not permit any other Credit Party to, Liquidate any Hedge Agreement (other than Hedge Agreements Liquidated,
or to be Liquidated, pursuant to the Legacy Asset Disposition Agreement) in respect of commodities unless (x) if such Swap Liquidation
would result in an automatic redetermination of the Borrowing Base pursuant to Section 4.6, Borrower delivers reasonable
prior written notice thereof to the Administrative Agent, and (y) if a Borrowing Base Deficiency would result from such Swap Liquidation
as a result of an automatic redetermination of the Borrowing Base pursuant to Section 4.6, Borrower prepays Borrowings,
prior to or contemporaneously with the consummation of such Swap Liquidation to the extent that such prepayment would have been
required under Section 2.6(a) after giving effect to such automatic redetermination of the Borrowing Base.


 


Section
9.11          Operating Leases. Borrower will not, nor will Borrower permit
any other Credit Party to, incur, become, or remain liable under any Operating Lease which would cause the aggregate amount of
all Rentals payable by any Credit Party in any Fiscal Year to be greater than $20,000,000.




96


     


    



Section
9.12          Acquisition. Without the prior written consent of Required Banks,
Borrower will not, nor will Borrower permit any other Credit Party to, acquire, in a single transaction or a series of related
transactions, all or substantially all of the assets or capital stock (or other outstanding equity interests) of any Person, or
all or substantially all of the assets comprising a division of any Person; provided that, nothing contained in this Section
9.12 shall prohibit Borrower or any other Credit Party from making (i) the Sabalo Acquisition and (ii) any other acquisition
of a Person whose primary business is the acquisition, exploration, development and operation of Mineral Interests, and/or the
production and/or marketing of Hydrocarbons and accompanying elements therefrom or any other acquisition or
Investment which is permitted by the terms of this Agreement, including acquisitions of Hydrocarbons and Mineral Interests,
and any Permitted Investment.


 


Section
9.13          Repayment of Senior Notes; Amendment to Terms of Senior
Indenture. Borrower will not, and will not permit any other Credit Party to:


 


(a)           call,
make or offer to make any optional or voluntary Redemption of or otherwise optionally or voluntarily Redeem (whether in whole
or in part) the Senior Notes prior to the date that is one-hundred and eighty (180) days after the Termination Date , except
that Borrower may call, make or offer to make Redemptions from and after the Seventh Eighth Amendment
Effective Date: (i) so long as immediately after giving effect to such Redemptions (and any Borrowings incurred in connection
therewith), (1) no Default or Event of Default exists or results therefrom, (2) undrawn Commitments are greater than or equal
to thirty-five percent (35%) of the Total Commitment, (3) the Borrower will be in pro forma compliance with the financial
covenant set forth in Section 10.1(a), (4) the Consolidated Total Leverage Ratio on a pro forma basis is not
greater than 2.0 to 1.00, (5) Available Free Cash Flow on a pro forma basis shall be greater than or equal to $0 and (6) the
Borrower shall have timely delivered the certificate required under Section 8.1(r) with respect to such
Redemption; (ii) with an aggregate repurchase price not to exceed the Available Amount, so long as immediately after giving
effect to such Redemptions (and any Borrowings incurred in connection therewith), (1) no Default or Event of Default exists
or results therefrom, (2) undrawn Commitments are greater than or equal to (x)
fifty percent (50%) of the Total Commitment on and prior to December 31, 2022 and (y) thirty-five percent
(35%) of the Total Commitment on and after January 1,
2023, and (3) the Consolidated Total Leverage Ratio on a pro forma basis is not greater than (x)
2.75 to 1.00, prior to the Specified FS Delivery Date and (y) 2.50 to 1.00,
on and after the Specified FS Delivery Date; or (iii) with the net cash proceeds received by the Borrower in
connection with the issuance of common equity in the Borrower after the Seventh Eighth Amendment
Effective Date; provided that, (1) such net cash proceeds received are applied within sixty (60) days following such issuance
and (2) so long as immediately after giving effect to such Redemptions, no Default, Event of Default or Borrowing
Base Deficiency exists or results therefrom; provided further that, for the avoidance of doubt, the amount of net cash
proceeds utilized for any Redemptions pursuant to this subclause (iii) shall not increase the Available Amount; or


 


(b)           amend,
modify, waive or otherwise change, consent or agree to any amendment, modification, waiver or other change to, any of the terms
of the Senior Notes or the Senior Notes Indenture if (i) the effect thereof would be to shorten the maturity of the Senior Notes
or shorten the average life or increase the amount of any payment of principal thereof or increase the rate or scheduled recurring
fee or add call or pre-payment premiums or shorten any period for payment of interest thereon, (ii) such action requires the payment
of a consent fee (howsoever described), (iii) such action increases the interest rate margins applicable to the Senior Notes or







97


     


    



alters the calculation of interest thereunder,
(iv) such action adds or amends any representations and warranties, covenants or events of default to be more restrictive or burdensome
than this Agreement without this Agreement being contemporaneously amended to add similar provisions or (v) adds or changes any
redemption, put or prepayment provisions; provided that the foregoing shall not prohibit the execution of supplemental agreements
to add guarantors if required by the terms thereof (provided that any such guarantor also guarantees the Obligations pursuant
to the Facility Guaranty and each of Borrower and such guarantor otherwise complies with Section 5.4).


 


Section
9.14          Non-Eligible Contract Participants. Borrower shall not permit
any Credit Party that is not an Eligible Contract Participant to own, at any time, any Mineral Interests or any Equity in any Subsidiaries.


 


Section
9.15          Legacy Asset Disposition Agreement. After the Sixth Amendment Effective
Date, Borrower shall not permit any amendment, waiver, modification or consent to the Legacy Asset Disposition Agreement that is
materially adverse to the interests of the Banks (it being understood that any additions or increases in the Legacy Assets including,
without limitation, any additions or increases in the working interests or otherwise pertaining to Mineral Interests to be acquired
by Sixth Street pursuant to the Legacy Asset Disposition Agreement shall be deemed to be materially adverse to the Banks).


 


Section
9.16         Sabalo Acquisition Agreement. After the Sixth Amendment Effective
Date, Borrower shall not permit any amendment, waiver, modification or consent to the Sabalo Acquisition Agreement that is materially
adverse to the interests of the Banks (it being understood that any reductions or decreases in the Sabalo Assets including, without
limitation, any reductions or decreases in the working interests or otherwise pertaining to Mineral Interests to be acquired by
Borrower pursuant to the Sabalo Acquisition Agreement shall be deemed to be materially adverse to the Banks).


 


Section
9.17         Renewable Product
Purchase Documents. After the Eighth Amendment Effective Date, Borrower shall not permit any amendment, supplement, waiver, modification,
amendment and restatement of, or consent to any Renewable Product Purchase Document if the effect thereof would be materially adverse
to the Administrative Agent and/or the Banks.


 


Section
9.18          Designation
and Conversion of Restricted and Unrestricted Subsidiaries.


 


(a)           Unless
designated as an Unrestricted Subsidiary in compliance with Section 9.18(b), any Person that becomes a Subsidiary of the Borrower
or any of its Restricted Subsidiaries shall be classified as a Restricted Subsidiary.


 


(b)           The
Borrower may designate by written notification thereof to the Administrative Agent, any Restricted Subsidiary, including a newly
formed or newly acquired Subsidiary, as an Unrestricted Subsidiary if (i) immediately prior, and immediately after giving effect,
to such designation, neither a Default nor a Borrowing Base Deficiency shall have occurred and be continuing, (ii) such designation
is deemed to be (A) an Investment in an Unrestricted Subsidiary in an amount equal to the fair market value as of the date of such
designation of the Borrower’s direct and indirect ownership interest in such Subsidiary and such Investment would be permitted
to be made at the time of such designation under Section 9.7 and (B) a disposition of 100% of the assets of such Subsidiary and
such disposition would be permitted to be made at the time of such designation under Section 9.5 and (iii) such Subsidiary is not
a party to any agreement, contract, arrangement or understanding with the Borrower or any other Credit Party unless the terms of
such agreement, contract, arrangement or understanding are permitted or not prohibited







98


     


    



by
Section 9.8. Except as provided in this Section 9.18(b), no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary.


 


(c)           The
Borrower may designate any Unrestricted Subsidiary to be a Restricted Subsidiary by written notification thereof to the Administrative
Agent if after giving effect to such designation, (i) the representations and warranties of the Borrower and its Restricted Subsidiaries
contained in each of the Loan Documents are true and correct in all material respects on and as of such date as if made on and
as of the date of such redesignation (or, if stated to have been made expressly as of an earlier date, were true and correct in
all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct
in all respects) as of such date), (ii) no Default or Event of Default shall have occurred and be continuing, (iii) the Borrower
shall be in compliance on a pro forma basis with Section 10.1 and (iv) the Borrower complies with the requirements of Section 5.4
and Section 8.15.


 


ARTICLE
X

FINANCIAL COVENANTS


 


Section
10.1          Financial Covenants. Borrower agrees that, so long as any Bank
has any commitment to lend or participate in Letter of Credit Exposure hereunder or any amount payable under any Loan remains unpaid
or any Letter of Credit remains outstanding:


 


(a)           As
of the end of any Fiscal Quarter, commencing with the Fiscal Quarter ending March 31, 2017, Borrower will not permit its ratio
of Consolidated Current Assets to Consolidated Current Liabilities to be less than 1.00 to 1.00; and


 


(b)           Borrower
will not (i) as of the last day of any Fiscal Quarter ending on or prior to September 30, 2020, permit the Consolidated Total Leverage
Ratio for the Rolling Period then ending to be greater than 4.25 to 1.00; (ii) as of the last day of any Fiscal Quarter ending
on or prior to March 31, 2021, permit the Consolidated Total Leverage Ratio for the Rolling Period then ending to be greater than
4.00 to 1.00; (iii) as of the last day of the Fiscal Quarter ending on June 30, 2021, permit the Consolidated Total Leverage Ratio
for the Rolling Period then ending to be greater than 3.75 to 1.00; and (iv) as of the last day of any Fiscal Quarter ending on
or after September 30, 2021, permit the Consolidated Total Leverage Ratio for the Rolling Period then ending to be greater than
3.50 to 1.00.


 


ARTICLE
XI

DEFAULTS


 


Section
11.1        Events of Default. If one or more of the following events (collectively
 “Events of Default” and individually an “Event of Default”) shall have occurred
and be continuing:


 


(a)           Borrower
shall fail to pay when due any principal of any Loan or any reimbursement obligation with respect to any Letters of Credit when
due;


 


(b)           Borrower
shall fail to pay any accrued interest due and owing on any Loan or any fees or any other amount payable hereunder when due and
such failure shall continue for a period of five (5) Business Days following the due date;







99


     


    



(i)            one
(1) or more judgments or orders for the payment of money aggregating in excess of $50,000,000 (to the extent not covered by independent
third party insurance provided by insurers of the highest claims paying rating or financial strength as to which the insurer does
not dispute coverage and is not subject to an insolvency proceeding) shall be rendered against any Credit Party and such judgment
or order (i) shall continue unsatisfied and unstayed (unless bonded with a supersedeas bond at least equal to such judgment or
order) for a period of 60 days, or (ii) is not fully paid and satisfied at least 10 days prior to the date on which any of its
assets may be lawfully sold to satisfy such judgment or order;


 


(j)            any
Credit Party shall incur Environmental Liabilities which, individually or when considered in the aggregate, exceed $50,000,000
(to the extent not covered by independent third party insurance provided by insurers of the highest claims paying rating or financial
strength as to which the insurer does not dispute coverage and is not subject to an insolvency proceeding);


 


(k)           this
Agreement or any other Loan Paper shall cease to be in full force and effect or shall be declared null and void or the validity
or enforceability thereof shall be contested or challenged by any Credit Party, or any Credit Party shall deny that it has any
further liability or obligation under any of the Loan Papers, or any Lien created by the Loan Papers shall for any reason (other
than the express release thereof by a written instrument executed by Administrative Agent in accordance with the Loan Papers) cease
to be a valid, first priority, perfected Lien (other than Permitted Encumbrances which
are prior as a matter of law or contract) upon any of the property purported to be covered thereby;


 


(l)            Borrower
shall fail to cure any Borrowing Base Deficiency in accordance with Section 2.6 or Section 4.4;


 


(m)          a
Change of Control shall occur; or


 


(n)           an
Event of Default (as defined in the Senior Notes Indenture) shall occur under the Senior Notes Indenture;


 


then, and in every such event, Administrative
Agent shall without presentment, notice or demand (unless expressly provided for herein) of any kind (including notice of intention
to accelerate and acceleration), all of which are hereby waived, (i) if requested by Required Banks, terminate the Commitments
and they shall thereupon terminate, and (ii) if requested by Required Banks, take such other actions as may be permitted by the
Loan Papers including, declaring the Loan Papers, or any of them, (together with accrued interest thereon) to be, and the Loans,
or any of them, shall thereupon become, immediately due and payable; provided that (iii) in the case of any of the Events
of Default specified in Section 11.1(g) or Section 11.1(h), without any notice to Borrower or any other
Credit Party or any other act by Administrative Agent or Banks, the Commitments shall thereupon terminate and the Loans and other
Obligations (together with accrued interest thereon) shall become immediately due and payable.


 


Section 11.2        Credit
Bidding.


 


(a)           The
Administrative Agent, on behalf of itself and the Secured Parties, shall have the right, exercisable at the direction of the Required
Banks, to credit bid and purchase for the benefit of the Administrative Agent and the Secured Parties all or any portion of the
collateral for the Obligations pledged or granted pursuant to the Loan Papers at any sale thereof conducted by the Administrative
Agent under the provisions of the UCC, including pursuant to Sections 9-







101


     


    



Administrative Agent (or any of its Affiliates)
with respect to such payment, prepayment or repayment, as applicable, or (z) that such Payment Recipient otherwise becomes aware
was transmitted or received in error or by mistake (in whole or in part) then, in each case, an error in payment shall be presumed
to have been made (any such amounts specified in clauses (i) or (ii) of this Section 12.14(a), whether received as
a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise; individually and collectively, an “Erroneous
Payment”), then, in each case, such Payment Recipient is deemed to have knowledge of such error at the time of its receipt
of such Erroneous Payment; provided that nothing in this Section shall require the Administrative Agent to provide any of
the notices specified in clauses (i) or (ii) above. Each Payment Recipient agrees that it shall not assert any right or claim to
any Erroneous Payment, and hereby waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any
demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payments, including without limitation
waiver of any defense based on “discharge for value” or any similar doctrine.


 


(b)           Without
limiting the immediately preceding clause (a), each Payment Recipient agrees that, in the case of clause (a)(ii) above, it shall
promptly notify the Administrative Agent in writing of such occurrence.


 


(c)           In
the case of either clause (a)(i) or (a)(ii) above, such Erroneous Payment shall at all times remain the property of the Administrative
Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Administrative Agent, and upon
demand from the Administrative Agent such Payment Recipient shall (or, shall cause any Person who received any portion of an Erroneous
Payment on its behalf to), promptly, but in all events no later than one Business Day thereafter, return to the Administrative
Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made in same day funds and in
the currency so received, together with interest thereon in respect of each day from and including the date such Erroneous Payment
(or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Administrative Agent at the
Federal Funds Effective Overnight Rate.


 


(d)           In
the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand
therefor by the Administrative Agent in accordance with immediately preceding clause (c), from any Bank that is a Payment Recipient
or an Affiliate of a Payment Recipient (such unrecovered amount as to such Bank, an “Erroneous Payment Return Deficiency”),
then at the sole discretion of the Administrative Agent and upon the Administrative Agent’s written notice to such Bank such
Bank shall be deemed to have made a cashless assignment of the full face amount of the portion of its Loans (but not its Commitments)
with respect to which such Erroneous Payment was made (the “Erroneous Payment Impacted Class”) to the Administrative
Agent or, at the option of the Administrative Agent, the Administrative Agent’s applicable lending affiliate in an amount
that is equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such
assignment of the Loans (but not Commitments) of the Erroneous Payment Impacted Class, the “Erroneous Payment Deficiency
Assignment”) plus any accrued and unpaid interest on such assigned amount, without further consent or approval of any
party hereto and without any payment by the Administrative Agent or its applicable lending affiliate as the assignee of such Erroneous
Payment Deficiency Assignment. Without limitation of its rights hereunder, the Administrative Agent may cancel any Erroneous Payment
Deficiency Assignment at any time by written notice to the applicable assigning Bank and upon such revocation all of the Loans
assigned pursuant to







110


     


    



(ii)        the
transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by
independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company
general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts),
PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption
for certain transactions determined by in-house asset managers), is applicable with respect to such Bank’s entrance into,
participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement;


 


(iii)       (A)
such Bank is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI
of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Bank to enter into,
participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into,
participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies
the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Bank, the requirements
of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Bank’s entrance into, participation in, administration
of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement; or


 


(iv)       such
other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole
discretion, and such Bank.


 


(b)          In
addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Bank or (2) a Bank
has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause
(a), such Bank further (x) represents and warrants, as of the date such Person became a Bank party hereto, to, and (y) covenants,
from the date such Person became a Bank party hereto to the date such Person ceases being a Bank party hereto, for the benefit
of, the Administrative Agent, the Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the
benefit of the Borrower or any other Credit Party, that none of the Administrative Agent, the Arranger and their respective Affiliates
is a fiduciary with respect to the assets of such Bank involved in such Bank’s entrance into, participation in, administration
of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement (including in connection with the reservation
or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document Paper or any documents related hereto or thereto).


 


ARTICLE
XIII

PROTECTION OF YIELD; CHANGE IN LAWS


 


Section 13.1          Alternate
Rate of Interest.


 


Section
13.1        Changed
Circumstances.


 


(a)           Circumstances
Affecting LIBOR Rate Benchmark AvailabilityEurodollar Borrowing or (a). Unless
and until a Benchmark Replacement is implemented in accordance with Subject
to clause (c) below, in connection with any request for a Eurodollar Borrowing SOFR Loan or a conversion to or continuation thereof or otherwise,
if for any reason (i) the







112


     


    



Administrative Agent shall determine (which
determination shall be conclusive and binding absent manifest error) that dollar deposits are
not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Loan,
(a) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for ascertaining the Adjusted LIBOR
Rate or LIBOR Rate for such Term SOFR for the applicable Interest Period with respect to a proposed SOFR Loan on or prior to
the first day of such Interest Period or (ii) the Required Banks shall determine (which determination shall be conclusive
and binding absent manifest error) that the Adjusted LIBOR
Rate or LIBOR Rate Term SOFR does not adequately
and fairly reflect the cost to such Banks of making or maintaining such Loans during such Interest Period, then ,
in each case, the Administrative Agent shall give notice thereof to the Borrower and
the Banks by telephone or fax as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and
the Banks that the circumstances giving rise to such notice no longer exist, (i) any interest election request that requests the
conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective, and (ii) if any
borrowing request requests a Eurodollar Borrowing, such Borrowing shall be made either as an Adjusted Base Rate Borrowing or, at
the election of the Borrower with the consent of the Required Banks, at an alternate rate of interest determined by the Required
Banks that represents their cost of funds; provided that, no Bank shall be required to provide their cost of fundsBorrower.
Upon notice thereof by the Administrative Agent to Borrower, any obligation of the Banks to make SOFR Loans, and any right of Borrower
to convert any Loan to or continue any Loan as a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or the
affected Interest Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Required Banks)
revokes such notice. Upon receipt of such notice, (A) Borrower may revoke any pending Request for Borrowing of, conversion to or
continuation of SOFR Loans (to the extent of the affected SOFR Loans or the affected Interest Periods) or, failing that, Borrower
will be deemed to have converted any such request into a Request for Borrowing of or conversion to Adjusted Base Rate Loans in
the amount specified therein and (B) any outstanding affected SOFR Loans will be deemed to have been converted into Adjusted Base
Rate Loans at the end of the applicable Interest Period. Upon any such prepayment or conversion, Borrower shall also pay accrued
interest on the amount so prepaid or converted, together with any additional amounts, if any, required pursuant to Section 3.3.


 


(b)           Laws
Affecting LIBOR Rate SOFR Availability.
If, after the date hereof, the introduction of, or any change in, any Applicable applicable Law
or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable
agency charged with the interpretation or administration thereof, or compliance by any of the Banks (or any of their
respective lending offices) with any request or directive (whether or not having the force of law) of any such Governmental
Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Banks (or any of their
respective lending offices) to honor its obligations hereunder to make or maintain any Eurodollar
BorrowingSOFR Loan, or to determine or charge
interest based upon SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR, such Bank shall promptly
give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower
and the other Banks as soon as reasonably
practicable. Thereafter, until the Administrative Agent notifies the Borrower
that such circumstances no longer exist, (i) the obligations any
obligation of the Banks to make Eurodollar BorrowingsSOFR
Loans, and the any right
of the Borrower to convert any Loan to a Eurodollar
Borrowing SOFR Loan or
continue any Loan as a Eurodollar Borrowing SOFR
Loan, shall be suspended (the “Affected Loans”)
and







113


     


    



thereafter
the Borrower may select only Adjusted Base Rate Borrowings and (b) if any of the Banks may not and
(ii) if necessary to avoid such illegality, the Administrative Agent shall compute the Adjusted Base Rate without reference to
clause (c) of the definition of “Adjusted Base Rate”, in each case until each such affected Bank notifies the Administrative
Agent and Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, Borrower
shall, if necessary to avoid such illegality, upon demand from any Bank (with a copy to the Administrative Agent), prepay or, if
applicable, convert all affected SOFR Loans to Adjusted Base Rate Loans (in each case, if necessary to avoid such illegality, the
Administrative Agent shall compute the Adjusted Base Rate without reference to clause (c) of the definition of “Adjusted
Base Rate”), on the last day of the Interest Period therefor, if all affected Banks may lawfully continue to maintain
an Affected Loan to the end of the then current Interest Period applicable theretosuch
SOFR Loans to such day, the applicable Affected Loan shall immediately be converted
to an Adjusted Base Rate Borrowing for the remainder of such Interest Periodor
immediately, if any Bank may not lawfully continue to maintain such SOFR Loans to such day. Upon any such prepayment or conversion,
Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts, if any, required
pursuant to Section 3.3.


 


(c)           Benchmark
Replacement Setting.


 


(i)          Benchmark
Replacement. Notwithstanding anything to the contrary herein or in any other Loan Paper, if upon the occurrence of a Benchmark Transition Event, an
Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date have occurred
prior to the Reference Time in respect of any setting of the Administrative Agent and Borrower may amend this Agreement to replace the then-current Benchmark,
then (x) if a Benchmark Replacement is determined in accordance with clause (a)(i) or (a)(ii) of the definition of “Benchmark
Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes
hereunder and under any Loan Paper in respect of such Benchmark setting and subsequent Benchmark settings without any amendment
to, or further action or consent of any other party to, this Agreement or any other Loan Paper and (y) if a Benchmark Replacement
is determined in accordance with clause (a)(iii) or clause (c) of the definition of “Benchmark Replacement” for such
Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan
Paper in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the
date notice of such Benchmark Replacement is provided to the Banks without any amendment to, or further action or consent of any
other party to, this Agreement or any other Loan Paper so long as the Administrative Agent has not received, by such time, written
notice of objection to such Benchmark Replacement with a Benchmark Replacement.
Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth (5th) Business
Day after the Administrative Agent has posted such proposed amendment to all affected Banks and Borrower so long as the Administrative
Agent has not received, by such time, written notice of objection to such amendment from Banks comprising the
Required Banks. If an Unadjusted Benchmark Replacement is Daily Simple SOFR, all interest payments
will be payable on a monthly basis.No replacement of
a Benchmark with a Benchmark Replacement pursuant to this Section 13.1(c)(i) will occur prior to the applicable Benchmark Transition
Start Date.


 


(B)          Notwithstanding
anything to the contrary herein or in any other Loan Paper, if a Term SOFR Transition Event and its related Benchmark




114


     


    



Replacement
Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark
Replacement will replace such Benchmark for all purposes hereunder or under any Loan Paper in respect of such Benchmark setting
and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement
or any other Loan Paper; provided that this clause (B) shall not be effective unless the Administrative Agent has delivered to
the Banks and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver
a Term SOFR Notice after a Term SOFR Transition Event and may elect or not elect to do so in its sole discretion.


 


(ii)        Benchmark
Replacement Conforming Changes. In connection with the use,
administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent will have the right
to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding
anything to the contrary herein or in any other Loan Paper, any amendments implementing such Benchmark
Replacement Conforming Changes will become effective without any further action or consent of any other party to
this Agreement or any other Loan Paper.


 


(iii)       Notices;
Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Bank Conforming Changes, (iii), (iii)s of (iii)
any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event, an Early Opt-in Election or an Other Benchmark Rate
Election, as applicable, and its related Benchmark Replacement Date, (A) the implementation of any Benchmark Replacement and (B) the effectiveness of any Conforming
Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement.
The Administrative Agent will promptly notify Borrower of (x) the removal or reinstatement of any tenor of a Benchmark
pursuant to Section 13.1(c)(iv) below and (Ey)
the commencement or conclusion of any Benchmark Unavailability Period. Any determination,
decision or election that may be made by the Administrative Agent or, if applicable, any Bank (or group of Banks) pursuant to this
Section 13.1(c), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence
of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive
and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this
Agreement or any other Loan Paper, except, in each case, as expressly required pursuant to this Section 13.1(c).


 


(iv)        Unavailability
of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Loan Paper(iv)(iv),
at any time (including in connection with the implementation of a Benchmark Replacement), (A) if the then-current
Benchmark is a term rate (including the Term SOFR or
USD LIBOR Reference Rate) and
either (1) any tenor for such Benchmark is not
displayed on a screen or other information service that publishes such rate from time to time as selected by the
Administrative Agent in its reasonable discretion or (2) the
administrator of such Benchmark or the regulatory supervisor for the administrator of such Benchmark
has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or
will be no longer not
be representative or in compliance with
or aligned with the International Organization of Securities Commissions (IOSCO) Principles for
Financial Benchmarks(iv)(iv)(iv), then the Administrative Agent
may modify the definition of “Interest Period” (or
any similar or analogous definition) for any Benchmark settings at or after such time to remove such
unavailable or ,
non-representative  , non-compliant or
non-aligned tenor




115


     


    



and
(B) if a tenor that was removed pursuant to clause (A)
above either (1) is subsequently displayed on a screen
or information service for a Benchmark (including a Benchmark Replacement) or (2) is
not, or is no longer, subject to an announcement that it is not or
will no longer not be
representative or in compliance with or aligned with the
International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks for a
Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest
Period” (or any similar or analogous
definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.


 


(v)          Benchmark
Unavailability Period. Upon the Borrower’s receipt of notice of the
commencement of a Benchmark Unavailability Period, the (A) Borrower may revoke any request for a borrowing pending
Request for Borrowing of, conversion to or continuation of Eurodollar Borrowings SOFR Loans to be made, converted or continued during any
Benchmark Unavailability Period and, failing that, the Borrower will be deemed
to have converted any such request into a request Request for a borrowing Borrowing of or conversion to Adjusted Base Rate Loans and
(B) any outstanding affected SOFR Loans will be deemed to have been converted to Adjusted
Base Rate Loans at the end of the applicable Interest Period. During any Benchmark Unavailability Period with
respect to any Benchmark or at any time that a tenor for any the
then-current Benchmark is not an Available Tenor, the component of the Adjusted Base Rate that is based upon the then-current Benchmark or such tenor for such
Benchmark, as applicable, will not be used in any determination of the Base Rate.Adjusted
Base Rate.


 


Section
13.2        Illegality.


 


(a)           Notwithstanding
any other provision of this Agreement, in the event that it becomes unlawful for any Bank or its applicable lending office to honor
its obligation to make or maintain SOFR Loans either generally or having a particular Interest Period hereunder, then (a) such
Bank shall promptly notify Borrower and the Administrative Agent thereof and such Bank’s obligation to make such SOFR Loans
shall be suspended (the “Affected Loans”)
until such time as such Bank may again make and maintain such SOFR Loans and (b) all Affected Loans which would otherwise be made
by such Bank shall be made instead as Adjusted Base Rate Loans (and, if such Bank so requests by notice to Borrower and the Administrative
Agent, all Affected Loans of such Bank then outstanding shall be automatically converted into Adjusted Base Rate Loans on the date
specified by such Bank in such notice) and, to the extent that Affected Loans are so made as (or converted into) Adjusted Base
Rate Loans, all payments of principal which would otherwise be applied to such Bank’s Affected Loans shall be applied instead
to its Adjusted Base Rate Loans.


 


(vi)        London
Interbank Offered Rate Benchmark Transition Event. On March 5, 2021, the IBA, the administrator of the London interbank
offered rate, and the FCA, the regulatory supervisor of the IBA, made the Announcements that the final publication or representativeness
date for Dollars for (I) 1-week and 2-month London interbank offered rate tenor settings will be December 31, 2021 and (II) overnight,
1-month, 3-month, 6-month and 12-month London interbank offered rate tenor settings will be June 30, 2023. No successor administrator
for the IBA was identified in such Announcements. The parties hereto agree and acknowledge that the Announcements resulted in the
occurrence of a Benchmark Transition Event with respect to the London interbank offered rate pursuant to the terms of this Agreement
and that any obligation of the Administrative Agent to notify any parties of such Benchmark Transition Event pursuant to clause
(iii) of this Section 13.1(c) shall be deemed satisfied.




116


     


    



Section 13.2          Illegality
of Eurodollar Tranches.


 


(a)If,
after the date of this Agreement, the adoption of any applicable Law, rule or regulation, or any change therein, or any change
in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by any Bank (or its Eurodollar Lending Office) with any request or directive
(whether or not having the force of Law) of any such authority, central bank or comparable agency shall make it unlawful or impossible
for any Bank (or its Eurodollar Lending Office) to make, maintain or fund any portion of the Loans subject to a Eurodollar Tranche
and such Bank shall so notify Administrative Agent, Administrative Agent shall forthwith give notice thereof to the other Banks
and Borrower. Until such Bank notifies Borrower and Administrative Agent that the circumstances giving rise to such suspension
no longer exist, the obligation of such Bank to maintain or fund any portion of the Loans subject to a Eurodollar Tranche shall
be suspended. Before giving any notice to Administrative Agent pursuant to this Section 13.2, such
Bank shall designate a different Eurodollar Lending Office if such designation will avoid the need for giving such notice and will
not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. If such Bank shall determine that it may not lawfully
continue to maintain and fund any portion of the Loans outstanding subject to a Eurodollar Tranche to maturity and shall so specify
in such notice, Borrower shall immediately convert the principal amount of the Loans which is subject to a Eurodollar Tranche to
an Adjusted Base Rate Tranche of an equal principal amount from such Bank (on which interest and principal shall be payable contemporaneously
with the unaffected Eurodollar Tranches of the other Banks).


 


(b)           No
Bank shall be required to make any Loan (or any portion thereof) hereunder if the making of such Loan (or any portion thereof)
would be in violation of any Law applicable to such Bank.


 


Section
13.3          Increased Cost of Eurodollar SOFR Tranche. If after the Closing Date, the adoption
of any applicable Law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof
by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or
compliance by any Bank (or its Lending Office) with any request or directive (whether or not having the force of Law) of any such
authority, central bank or comparable agency:


 


(a)           shall
subject any Bank (or its Lending Office) to any tax, duty or other charge with respect to maintaining or funding any portion of
the Loans subject to a Eurodollar SOFR Tranche, its Note, if any, or its obligation to allow interest to be computed by reference to the Adjusted LIBOR
Rate Term SOFR shall change the basis of
taxation of payments to any Bank (or its Lending Office) of the principal of or interest on any portion of the Loans which is subject
to any Eurodollar SOFR Tranche or any other amounts due under this Agreement in respect of any portion of any Loan which is subject to any Eurodollar SOFR Tranche or its obligation to allow interest to be computed
by reference to the Adjusted LIBOR Rate Term SOFR (except for changes in the rate of Tax on the overall net income of such Bank or its Lending Office imposed by
the jurisdiction in which such Bank’s principal executive office or Lending Office is located); or


 


(b)           shall
impose, modify or deem applicable any reserve, special deposit or similar requirement (including pursuant
to regulations issued from time to time by the Board for determining the maximum reserve requirement (including any
such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding
with respect to any Eurodollar







117


     


    



Tranche
any such requirement included in an applicable Eurodollar Reserve Percentageemergency,
special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as
 “Eurocurrency liabilities” in Regulation D of the Board, as amended and in effect from time to time))
against assets of, deposits with or for the account of or credit extended by, any Bank’s Lending Office or shall impose
on any Bank (or its Lending Office) or the applicable interbank eurodollar market
or any other condition affecting Eurodollar SOFR Tranches,
its Note, if any, or its obligation to allow interest to be computed by reference to the Adjusted LIBOR
RateTerm SOFR;


 


and the result of any of the foregoing
is to increase the cost to such Bank (or its Lending Office) of funding or maintaining any portion of any Loan subject to a Eurodollar SOFR Tranche, or to reduce the amount of any sum received
or receivable by such Bank (or its Lending Office) under this Agreement or under its Note, if any, with respect thereto, by an
amount deemed by such Bank to be material, then, within five (5) days after demand by such Bank setting forth the calculation of
such sum in reasonable detail (with a copy to the Administrative Agent), Borrower shall pay to such Bank such additional amount
or amounts as will compensate such Bank for such increased cost or reduction. Each Bank will promptly notify Borrower and Administrative
Agent of any event of which it has knowledge, occurring after the Closing Date, which will entitle such Bank to compensation pursuant
to this Section 13.3 and will designate a different Lending Office if such designation will avoid the need for, or
reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank.
A certificate of any Bank claiming compensation under this Section 13.3 and setting forth the additional amount or
amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Bank
may use any reasonable averaging and attribution methods.


 


Section
13.4          Adjusted Base Rate Tranche Substituted for Affected Eurodollar SOFR Tranche. If (a) the obligation of any Bank to
fund or maintain any portion of any Loan subject to a Eurodollar SOFR Tranche has been suspended pursuant to Section 13.2, or (b) any Bank has demanded compensation under Section
13.3 and Borrower shall, by at least five Eurodollar (5) U.S. Government Securities Business Days prior notice to such Bank through the Administrative Agent, have elected that
the provisions of this Section 13.4 shall apply to such Bank, then, unless and until such Bank notifies Borrower
that the circumstances giving rise to such suspension or demand for compensation no longer apply:


 


(b)(i)     any Tranche which would otherwise be characterized by such Bank as a Eurodollar SOFR Tranche shall instead be deemed an Adjusted Base Rate Tranche (on which interest and principal shall be payable contemporaneously
with the unaffected Eurodollar SOFR Tranches of the other Banks); and


 


(c)(ii)     after all of its Eurodollar SOFR Tranches have been repaid, all payments of principal which would otherwise be applied to repay Eurodollar SOFR Tranches shall be applied to repay its Adjusted Base
Rate Tranches instead.


 


Section
13.5          Capital Adequacy. If after the Closing Date, the adoption of
any applicable Law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof, by
any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance
by any Bank (or its Lending Office) with any request or directive (whether or not having the force of Law), shall:




118


     


    



(a)           impose,
modify or deem applicable any reserve (including pursuant to regulations
issued from time to time by the Board for determining the maximum reserve requirement (including any emergency, special, supplemental
or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities”
in Regulation D of the Board, as amended and in effect from time to time)), special deposit, compensatory loan, deposit
insurance, capital adequacy, liquidity requirement, minimum capital, capital ratio or similar requirement against all or any assets
held by, deposits or accounts with, credit extended by or to, or commitments to extend credit or any other acquisition of funds
by any Bank (or its Lending Office), or impose on any Bank (or its Lending Office) any other condition, with respect to the maintenance
by such Bank of all or any part of its Commitment; or


 


(b)           subject
any Bank (or its Lending Office) to, or cause the termination or reduction of a previously granted exemption with respect to, any
Tax with respect to the maintenance by such Bank of all or any part of its Commitment (other than Taxes assessed against such Bank’s
overall net income); and the result of any of the foregoing is to increase the cost to such Bank (or its Lending Office) of maintaining
its Commitment or to reduce the amount of any sums received or receivable by it (or its Lending Office) under this Agreement or
any other Loan Paper, or to reduce the rate of return on such Bank’s equity in connection with this Agreement, as the case
may be, by an amount which such Bank deems material then, in any such case, within five days of demand by such Bank (or its Lending
Office) (with a copy to Administrative Agent), Borrower shall pay to such Bank (or its Lending Office) such additional amount or
amounts as will compensate such Bank for any additional cost, reduced benefit, reduced amount received or reduced rate of return.
Each Bank will promptly notify Borrower and Administrative Agent of any event of which it has knowledge, occurring after the Closing
Date, which will entitle such Bank to compensation pursuant to this Section 13.5. A certificate of any Bank claiming
compensation under this Section 13.5 and setting forth the additional amount or amounts to be paid to it hereunder
shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and
attribution methods. For all purposes under this Agreement, the Dodd-Frank Wall Street Reform and Consumer Protection Act and all
requests, guidelines or directives in connection therewith or promulgated by the Bank for International Settlements, the Basel
Committee on Banking Supervision or the United States or foreign regulatory authorities, in each case, pursuant to Basel III, shall
be deemed to have gone into effect and to have been adopted after the Closing Date.


 


(c)           Without
limiting the foregoing, in the event any event or condition described in this Section 13.5 shall occur or arise which
relates to the maintenance by any Bank of that part of its Commitment which is in excess of its Commitment Percentage of the Total
Commitment then in effect (such excess portion of such Commitment of any Bank is hereinafter referred to as its “Surplus
Commitment”), such Bank shall notify Administrative Agent and Borrower of the occurrence of such event or the existence
of such condition and of the amount of a fee (to be computed on a per annum basis with respect to such Bank’s Surplus Commitment)
which such Bank determines in good faith will compensate such Bank for such additional cost, reduced benefit, reduced amount received
or reduced rate of return. Within five (5) Business Days
following receipt of such notice, Borrower shall notify such Bank whether it accepts or rejects such fee (if Borrower fails to
timely respond to such notice it will be deemed to have accepted such fee). If Borrower rejects such fee, the applicable Commitment
of each Bank will be automatically and permanently reduced to such Bank’s Commitment Percentage of the Total Commitment then
in effect. If Borrower accepts such fee, such fee shall accrue from and after the date of such Bank’s notice and shall be
payable in arrears (based on the daily average balance of







119


     


    



such Bank’s Surplus Commitment) on
the last day of each Fiscal Quarter and on the Termination Date. Such fee shall be in lieu of any amounts to which such Bank would
otherwise be entitled in respect of its Surplus Commitment pursuant to the other provisions of this Section 13.5
for the period on and after the date of such notice unless such Bank determines that such fee is not adequate to fully compensate
such Bank for any additional cost, reduced benefit, reduced amount received or reduced rate of return such Bank may thereafter
incur in respect of such Bank’s Surplus Commitment. In that event such Bank shall be entitled to such additional compensation
to which such Bank is otherwise entitled pursuant to this Section 13.5.


 


(d)           Failure
or delay on the part of any Bank to demand compensation pursuant to this Section 13.5 or Section 13.3
shall not constitute a waiver of such Bank’s right to demand such compensation; provided that Borrower shall not be
required to compensate any Bank pursuant to this Section 13.5 or Section 13.3 for any increased costs
or reductions incurred more than 365 days prior to the date that such Bank notifies Borrower of the change in Law or other event
giving rise to such increased costs or reductions and of such Bank’s intention to claim compensation therefor; provided
further that, if the change in Law or other event giving rise to such increased costs or reductions is retroactive, then the
365-day period referred to above shall be extended to include the period of retroactive effect hereof.


 


Section 13.6        Taxes.


 


(a)           All
amounts payable by Borrower under the Loan Papers (whether principal, interest, fees, expenses, or otherwise) to or for the account
of each Recipient shall be paid in full, free of any deductions or withholdings for or on account of any Indemnified Taxes and
Documentary Taxes. If Borrower is prohibited by Law from paying any such amount free of any such deductions and withholdings, then
(at the same time and in the same manner that such original amount is otherwise due under the Loan Papers) Borrower shall pay to
or for the account of such Recipient such additional amount as may be necessary in order that the actual amount received by such
Recipient after deduction and/or withholding (and after payment of any additional Indemnified Taxes and Documentary Taxes due as
a consequence of the payment of such additional amount, and so on) will equal the amount such Recipient would have received if
such deduction or withholding were not made.


 


(b)           The
Loan Credit Parties shall jointly and severally indemnify each Recipient within 10 days after demand therefor, for the full amount of any Indemnified
Taxes and Documentary Taxes (including Indemnified Taxes or Documentary Taxes imposed or asserted on or attributable to amounts
payable under this Section 13.6) payable or paid by such Recipient or required to be withheld or deducted from a
payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified
Taxes or Documentary Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate
as to the amount of such payment or liability delivered to Borrower by a Bank or Letter of Credit Issuer (with a copy to the Administrative
Agent), or by the Administrative Agent on its own behalf or on behalf of a Bank or Letter of Credit Issuer, shall be conclusive
absent manifest error.


 


(c)           Each
Bank shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable
to such Bank (but only to the extent that Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes
and without limiting the obligation of Borrower to do so), (ii) any Taxes




120


     


    



attributable to such Bank’s failure
to comply with the provisions of Section 14.8(b) relating to the maintenance of Participant Register and (iii) any
Excluded Taxes attributable to such Bank, in each case, that are payable or paid by the Administrative Agent in connection with
any Loan Paper, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly
or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability
delivered to any Bank by the Administrative Agent shall be conclusive absent manifest error. Each Bank hereby authorizes the Administrative
Agent to set off and apply any and all amounts at any time owing to such Bank under any Loan Paper or otherwise payable by the
Administrative Agent to the Bank from any other source against any amount due to the Administrative Agent under this paragraph
(c).


 


(d)           (i)
Any Bank that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Paper
shall deliver to Borrower and the Administrative Agent, at the time or times reasonably requested by Borrower or the Administrative
Agent, such properly completed and executed documentation reasonably requested by Borrower or the Administrative Agent as will
permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Bank, if reasonably requested
by Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested
by Borrower or the Administrative Agent as will enable Borrower or the Administrative Agent to determine whether or not such Bank
is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding
two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section
13.6(d)(ii)(A), 13.6(d)(ii)(B) and 13.6(d)(ii)(D) below) shall not be required if in the Bank’s
reasonable judgment such completion, execution or submission would subject such Bank to any material unreimbursed cost or expense
or would materially prejudice the legal or commercial position of such Bank.


 


(ii)          Without
limiting the generality of the foregoing,


 


(A)          any
Bank that is a U.S. Person shall deliver to Borrower and the Administrative Agent on or prior to the date on which such Bank becomes
a Bank under this Agreement (and from time to time thereafter upon the reasonable request of Borrower or the Administrative Agent),
an executed originals copy of IRS Form W-9 certifying that such Bank is exempt
from U.S. federal backup withholding tax;


 


(B)          any
Foreign Bank shall, to the extent it is legally entitled to do so, deliver to Borrower and the Administrative Agent (in such number
of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Bank becomes a Bank under this
Agreement (and from time to time thereafter upon the reasonable request of Borrower or the Administrative Agent), whichever of
the following is applicable:


 


(1)          in
the case of a Foreign Bank claiming the benefits of an income tax treaty to which the United States is a party (x) with respect
to payments of interest under any Loan Paper, an executed
originals copy of IRS Form W-8BEN or W-8BEN-E (or applicable successor form) establishing an exemption from, or reduction of, U.S. federal withholding
Tax pursuant to the “interest” article of such tax treaty and (y) with respect




121


     


    



to any other applicable payments
under any Loan Paper, IRS Form W-8BEN or W-8BEN-E (or applicable successor form) establishing an exemption from, or reduction of,
U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;


 


(2)          an executed originals copy of IRS Form W-8ECI (or applicable successor form);


 


(3)          in
the case of a Foreign Bank claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code,
(x) a certificate substantially in the form of Exhibit
L-1 to the effect that such Foreign Bank is not a “bank” within the meaning of Section 881(c)(3)(A) of
the Code, a “10 percent shareholder” of Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a
 “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance
Certificate”) and (y) an executed originals copy of
IRS Form W-8BEN or W-8BEN-E (or applicable successor form); or


 


(4)          to
the extent a Foreign Bank is not the beneficial owner, an executed originals copy of IRS Form W-8IMY (or applicable successor form), accompanied by IRS Form W-8ECI, IRS Form W-8BEN or W-8BEN-E (or, in each case,
applicable successor form), a U.S. Tax Compliance Certificate substantially in the form of Exhibit L-2 or Exhibit
L-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that
if the Foreign Bank is a partnership and one or more direct or indirect partners of such Foreign Bank are claiming the portfolio
interest exemption, such Foreign Bank may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit
L-4 on behalf of each such direct and indirect partner;


 


(C)          any
Foreign Bank shall, to the extent it is legally entitled to do so, deliver to Borrower and the Administrative Agent (in such number
of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Bank becomes a Bank under this
Agreement (and from time to time thereafter upon the reasonable request of Borrower or the Administrative Agent), an executed originals copy of any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding
Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law to permit Borrower or
the Administrative Agent to determine the withholding or deduction required to be made; and


 


(D)          if
a payment made to a Bank under any Loan Paper would be subject to U.S. federal withholding Tax imposed by FATCA if such Bank 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 Bank shall deliver to Borrower and the Administrative Agent at the time or times prescribed by
Law and at such time or times reasonably requested by 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




122


     


    



additional documentation reasonably
requested by Borrower or the Administrative Agent as may be necessary for Borrower and the Administrative Agent to comply with
their obligations under FATCA and to determine that such Bank has complied with such Bank’s obligations under FATCA or to
determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall
include any amendments made to FATCA after the date of this Agreement.


 


Each Bank agrees that if any form or certification
it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or
promptly notify Borrower and the Administrative Agent in writing of its legal inability to do so. For purposes of this paragraph
(d), the term “Bank” includes any Letter of Credit Issuer.


 


Section
13.7          Discretion of Banks as to Manner of Funding. Notwithstanding
any provisions of this Agreement to the contrary, each Bank shall be entitled to fund and maintain its funding of all or any part
of its Commitment in any manner it sees fit, it being understood, however, that for the purposes of this Agreement all determinations
hereunder shall be made as if such Bank had actually funded and maintained the Loans (or any portion thereof) subject to a Eurodollar SOFR Tranche during the Interest Period for the Loans (or
any portion thereof) through the purchase of deposits having a maturity corresponding to the last day of such Interest Period and
bearing an interest rate equal to the Adjusted LIBOR Rate Term SOFR for such Interest Period.


 


Section
13.8          Replacement of Banks. If (a) any Bank requests compensation under
Section 13.3, (b) the obligation of any Bank to make Eurodollar SOFR Loans or continue Loans as Eurodollar SOFR Loans has been suspended pursuant to Section 13.4,
(c) Borrower is required to pay any additional amount to any Bank or any Governmental Authority for the account of any Bank pursuant
to Section 13.5 or Section 13.6, (d) any Bank is a Defaulting Bank or (e) any Bank has voted against
an amendment, modification or waiver of any provision of this Agreement proposed by Borrower, which proposed amendment, modification
or waiver (i) was approved by Banks representing no less than 90% of the aggregate Commitments (or, following termination or expiration
of the Commitments, the Outstanding Revolving Credit) but (ii) required the approval of all Banks and did not get such approval,
then Borrower may, at its sole expense and effort, upon notice to such Bank and the Administrative Agent, require such Bank to
assign and delegate, without recourse (in accordance with and subject to the restrictions in Section 14.8(d) all
its interests, rights and obligations under this Agreement at par (plus all accrued and unpaid interest and fees) to an assignee
that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment));
provided, that in the case of any such assignment resulting from a request for compensation under Section 13.3,
the suspension of an obligation to make Eurodollar SOFR Loans or continue Loans as Eurodollar SOFR Loans under Section 13.4, or the requirement that Borrower pay any additional amount under Section 13.5
or Section 13.6, such assignment will result in a reduction of such compensation, a resumption of such obligation
in whole or in part, or the reduction of such payments, as applicable.


 


ARTICLE
XIV

MISCELLANEOUS


 


Section 14.1        Notices;
Effectiveness; Electronic Communications.


 


(a)           Notices
Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except
as provided in subsection (b) below), all







123


     


    



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 BORROWER MATERIALS OR THE PLATFORM. In no event shall the
Administrative Agent or any of its Affiliates (collectively, the “Agent Parties”) have any liability to Borrower,
any other Credit Party, any Bank, the Letter of Credit Issuer or any other Person for losses, claims, damages, liabilities or expenses
of any kind (whether in tort, contract or otherwise) arising out of Borrower’s or the Administrative Agent’s transmission
of Borrower Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are
determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence
or willful misconduct of such Agent Party; provided that, in no event shall any Agent Party have any liability to Borrower,
any other Credit Party, any Bank, the Letter of Credit Issuer or any other Person for indirect, special, incidental, consequential
or punitive damages (as opposed to direct or actual damages).


 


(d)           Change
of Address, Etc. Each of Borrower, each other Credit Party, the Administrative Agent, and the Letter of Credit Issuer may change
its address, telecopier or telephone number for notices and other communications hereunder by notice to the other parties hereto.
Each other Bank may change its address, telecopier or telephone number for notices and other communications hereunder by notice
to Borrower, the Administrative Agent, and the Letter of Credit Issuer. In addition, each Bank agrees to notify the Administrative
Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone
number, telecopier number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire
instructions for such Bank. Furthermore, each Public Bank agrees to cause at least one individual at or on behalf of such Public
Bank to at all times have selected the “Private Side Information” or similar designation on the content declaration
screen of the Platform in order to enable such Public Bank or its delegate, in accordance with such Public Bank’s compliance
procedures and applicable Law, including United States Federal and state securities Laws, to make reference to Borrower Materials
that are not made available through the “Public Side Information” portion of the Platform and that may contain material
non-public information with respect to Borrower or its securities for purposes of United States Federal or state securities laws.


 


(e)           Reliance
by Administrative Agent, Letter of Credit Issuer and Banks. The Administrative Agent, the Letter of Credit Issuer and the Banks
shall be entitled to rely and act upon any notices (including telephonic Requests requests for Borrowingborrowing)
purportedly given by or on behalf of Borrower even if (i) such notices were not made in a manner specified herein, were incomplete
or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the
recipient, varied from any confirmation thereof. Borrower shall indemnify the Administrative Agent, the Letter of Credit Issuer,
each Bank and the Affiliates of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such
Person on each notice purportedly given by or on behalf of Borrower. All telephonic notices to and other telephonic communications
with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such
recording.







125


     


    



Papers in order to implement any Benchmark
Replacement or any Benchmark Replacement Conforming Changes or otherwise effectuate
the terms of Section 13.1(c) in accordance with the terms of Section 13.1(c). Any other provision of
this Agreement, the Notes or the other Loan Papers may be amended or waived if, but only if such amendment or waiver is in writing
and is signed by Borrower and Required Banks (and, if the rights or duties of Administrative Agent are affected thereby, by Administrative
Agent); provided that, (1) no such amendment or waiver shall (a) increase the Commitment, Maximum Credit Amount and Elected Commitment
of any Bank, (b) subject any Bank to any additional obligation, or (c) amend or waive any of the provisions of Article IV or the
definitions contained in Section 1.2 applicable thereto without the written consent of such Bank and (2) no such
amendment or waiver shall unless signed by all Banks (or, in the case of clauses (C) and (D), each Bank affected thereby): (a)
increase the Borrowing Base, (b) amend or waive any of the provisions of Article IV or the definitions contained
in Section 1.2 applicable thereto, (c) forgive any of the principal of or reduce the rate of interest on the Loans
(other than the implementation of any Benchmark Replacement pursuant to Section 13.1(c)) or any fees hereunder, (d)
postpone the Termination Date or any date fixed for any payment of principal of or interest on the Loan or any fees hereunder,
(e) change the percentages of the Aggregate Maximum Credit Amount, the definitions of “Required Bank” and/or “Super
Majority Bank”, or the number of Banks which shall be required for the Banks or any of them to take any action under this
Section 14.2(c) or any other provision of this Agreement, (f) permit Borrower to assign any of its rights hereunder,
(g) provide for the release or substitution of collateral for the Obligations or any part thereof other than releases required
pursuant to sales of collateral which are expressly permitted by Section 9.5, (h) provide for the release of any
Credit Party from its Facility Guaranty, except in connection with a transaction expressly permitted under Section 9.4,
(i) amend Section 2.9, Section 3.2(c) or any other provisions governing the pro rata sharing of payments
or pro rata reduction of Commitments, as applicable, among Banks in a manner to permit non-pro rata sharing of payments or non-pro
rata reduction of Commitments, as applicable, among Banks or (j) (x) subordinate any of the Obligations owed to the Banks in right
of payment or otherwise adversely affect the priority of payment of any of such Obligations or (y) subordinate any of the Liens
securing the Obligations owed to the Banks, in each case without the consent of each of the Banks. Borrower, Administrative Agent
and each Bank further acknowledge that any decision by Administrative Agent or any Bank to enter into any amendment, waiver or
consent pursuant hereto shall be made by such Bank or Administrative Agent in its sole discretion, and in making any such decision
Administrative Agent and each such Bank shall be permitted to give due consideration to any credit or other relationship Administrative
Agent or any such Bank may have with Borrower, any other Credit Party or any Affiliate of any Credit Party.


 


Section 14.3        Expenses;
Documentary Taxes; Indemnification.


 


(a)           Borrower
shall pay (i) all out-of-pocket expenses of Administrative Agent, including reasonable fees and disbursements of special counsel
for Administrative Agent, in connection with the preparation of this Agreement and the other Loan Papers and, if appropriate, the
recordation of the Loan Papers, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder,
and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by Administrative Agent and each Bank, including fees
and disbursements of counsel in connection with such Event of Default and collection and other enforcement proceedings resulting
therefrom, fees of auditors and consultants incurred in connection therewith and investigation expenses incurred by Administrative
Agent and each Bank in connection therewith. Without duplication of Section 13.6, Borrower shall indemnify each Bank
against any Documentary Taxes.







127


     


    



that may be assigned or that must be retained)
for that assignment set forth in the applicable Assignment and Assumption Agreement are satisfied. The “Effective Date”
in each Assignment and Assumption Agreement must (unless a shorter period is agreeable to Borrower and Administrative Agent) be
at least five (5) Business Days after it is executed and
delivered by the assignor Bank and Assignee to Administrative Agent and Borrower for acceptance. Once that Assignment and Assumption
Agreement is accepted by Administrative Agent and Borrower, then, from and after the Effective Date stated in it (A) Assignee automatically
becomes a party to this Agreement and, to the extent provided in that Assignment and Assumption Agreement, has the rights and obligations
of a Bank under the Loan Papers, (B) the assignor Bank, to the extent provided in that Assignment and Assumption Agreement, is
released from its obligations to fund Borrowings under this Agreement and its reimbursement obligations under this Agreement and,
in the case of an Assignment and Assumption Agreement covering all of the remaining portion of the assignor Bank’s rights
and obligations under the Loan Papers, that Bank ceases to be a party to the Loan Papers, (C) Borrower shall execute and deliver
to the assignor Bank and Assignee the appropriate Notes in accordance with this Agreement following the transfer, (D) upon delivery
of the Notes under clause (C) preceding, the assignor Bank shall return to Borrower all Notes previously delivered to that Bank
under this Agreement, and (E) Schedule 1 hereto is automatically deemed to be amended to reflect the name, Maximum
Credit Amount and Elected Commitment of Assignee and the remaining Maximum Credit Amount or Elected Commitment (if any) of the
assignor Bank, and Administrative Agent shall prepare and circulate to Borrower and Banks an amended Schedule 1,
reflecting those changes.


 


(e)           The
Administrative Agent, acting for this purpose as an agent of Borrower, shall maintain at one of its offices a copy of each Assignment
and Assumption Agreement delivered to it and a register for the recordation of the names and addresses of the Banks, and the Maximum
Credit Amount and Elected Commitment of, and principal amount (and stated interest) of the Loans and payments made in respect of
Letter of Credit disbursements owing to, each Bank pursuant to the terms hereof from time to time (the “Register”).
The entries in the Register shall be conclusive absent manifest error, and Borrower, the Administrative Agent, each Letter of Credit
Issuer and the Banks may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Bank hereunder
for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by Borrower,
each Letter of Credit Issuer and any Bank, at any reasonable time and from time to time upon reasonable prior notice.


 


Section
14.9          Applicable Law and Jurisdiction. THIS AGREEMENT (INCLUDING THE
VALIDITY AND ENFORCEABILITY HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Any
legal action or proceeding against Borrower with respect to this Agreement or any Loan Paper may be brought in the courts of the
State of New York, the U.S. Federal Courts in such state, sitting in the County of New York, and Borrower hereby irrevocably accepts
the exclusive jurisdiction of such courts for the purpose of any action or proceeding. Borrower irrevocably consents to the service
of process out of said courts by the mailing thereof by Administrative Agent by U.S. registered or certified mail postage prepaid
to Borrower at its address designated on the signature pages hereto. Borrower agrees that a final judgment in any action or proceeding
shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by Law.
Nothing in this Section 14.9 shall affect the rights of any Bank or Administrative Agent to serve legal process in
any other manner permitted by Law or affect the right of any Bank or Administrative Agent to bring any action or proceeding against
Borrower or its properties in the courts of any other jurisdiction. To the extent that Borrower has or hereafter




132


     


    



LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVERS, AND (d) ACKNOWLEDGE THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT, THE OTHER LOAN PAPERS AND THE TRANSACTIONS
CONTEMPLATED HEREBY AND THEREBY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION. AS USED
IN THIS SECTION, “SPECIAL DAMAGES” INCLUDES ALL SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES (REGARDLESS
OF HOW NAMED), BUT DOES NOT INCLUDE ANY PAYMENT OR FUNDS WHICH ANY PARTY HERETO HAS EXPRESSLY PROMISED TO PAY OR DELIVER TO ANY
OTHER PARTY HERETO.


 


Section
14.14        Confidential Information. Administrative Agent and each Bank
agree that all documentation and other information made available by any Credit Party to any Agent or any Bank under the terms
of this Agreement shall (except to the extent such documentation or other information is publicly available or hereafter becomes
publicly available other than by action of Administrative Agent or such Bank, or was therefore known or hereinafter becomes known
to Administrative Agent or such Bank independent of any disclosure thereto by any Credit Party) be held in the strictest confidence
by Administrative Agent or such Bank and used solely in the administration and enforcement of the Loans from time to time outstanding
from such Bank to Borrower and in the prosecution or defense of legal proceedings arising in connection herewith; provided
that (a) Administrative Agent or such Bank may disclose documentation and information to Administrative Agent and/or any Bank
which is a party to this Agreement or any Affiliates thereof, and (b) Administrative Agent or such Bank may disclose such documentation
or other information to (x) any other bank or other Person to which such Bank sells or proposes to make an assignment or sell
a participation in the Loans hereunder and (y) any actual or prospective party to any swap, derivative or similar transaction
under which payments are to be made by reference to Borrower and its obligations, this Agreement or payments hereunder, if, in
each case, such other bank or Person, prior to such disclosure, agrees in writing to be bound by the terms of the confidentiality
statement customarily employed by Administrative Agent in connection with such potential transfers or such other confidentiality
agreement not less restrictive than this Section 14.14. Notwithstanding the foregoing, nothing contained herein
shall be construed to prevent Administrative Agent or a Bank from (i) making disclosure of any information (A) if required to
do so by applicable Law or regulation or accepted banking practices, (B) to any governmental agency or regulatory body having
or claiming to have authority to regulate or oversee any aspect of such Bank’s business or that of such Bank’s corporate
parent or Affiliates in connection with the exercise of such authority or claimed authority, (C) pursuant to any subpoena or if
otherwise compelled in connection with any litigation or administrative proceeding, (D) to correct any false or misleading information
which may become public concerning such Person’s relationship to any Credit Party, (E) to the extent Administrative Agent
or such Bank or its counsel deems necessary or appropriate to effect or preserve its security for the Obligations or any portion
thereof or to enforce any remedy provided in this Agreement, or any other Loan Paper, or otherwise available by law; or (ii) making,
on a confidential basis, such disclosures (A) as such Bank reasonably deems necessary or appropriate to its legal counsel, agents,
advisors or accountants (including outside auditors) and (B) to (x) any rating agency in connection with rating Borrower or its
Restricted Subsidiaries or the credit facility provided
hereunder or (y) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers
with respect to the credit facility provided hereunder or (C) in connection with the exercise of any remedies hereunder or under
any other Loan Paper or any suit, action or proceeding relating to this Agreement or any other Loan Paper or the enforcement of
rights hereunder or thereunder. If Administrative Agent or such Bank is compelled to disclose such confidential




134


     


    



Section 14.20       Counterparts;
Effectiveness; Electronic Execution.


 


(a)          This
Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument. This Agreement shall become effective when Administrative Agent shall have received
counterparts hereof signed by all of the parties hereto or, in the case of   any Bank as to which an executed counterpart shall not
have been received, Administrative Agent shall have received telegraphic or other written confirmation from such Bank of execution
of a counterpart hereof by such Bank.


 


(b)           The
words “execute,” “execution,” “signed,” “signature,” “delivery” and
words of like import in or related to this Agreement, any other Loan Paper or any document, amendment, approval, consent, waiver,
modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection
with this Agreement or any other Loan Paper or the transactions contemplated hereby shall be deemed to include Electronic Signatures
or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative
Agent, deliveries 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 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. Each party hereto
agrees that any Electronic Signature or execution in the form of an Electronic Record shall be valid and binding on itself and
each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization
under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been
converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format,
for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, the Administrative Agent
is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative
Agent pursuant to procedures approved by it; provided that without limiting the foregoing, to the extent the Administrative Agent
has agreed to accept such Electronic Signature from any party hereto, the Administrative Agent and the other parties hereto shall
be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party without further verification.
Without limiting the generality of the foregoing, each party hereto hereby (i) agrees that, for all purposes, including without
limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among
the Administrative Agent, the Bank and any of the Credit Parties, electronic images of this Agreement or any other Loan Paper (in
each case, including with respect to any signature pages thereto) shall have the same legal effect, validity and enforceability
as any paper original, and (ii) waives any argument, defense or right to contest the validity or enforceability of the Loan Papers
based solely on the lack of paper original copies of any Loan Papers, including with respect to any signature pages thereto.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




137


     


    


SCHEDULE 1


 


	Bank	
        Maximum
Credit

Amount
	
        Elected

Commitment
	
        Commitment

Percentage

	Wells Fargo Bank, N.A.	$268,000,000.00	$134,000,000.00	13.40%
	Bank of America, N.A.	$244,000,000.00	$122,000,000.00	12.20%
	Capital One, National Association	$198,000,000.00	$99,000,000.00	9.90%
	Citibank, N.A.	$198,000,000.00	$99,000,000.00	9.90%
	KeyBank National Association	$198,000,000.00	$99,000,000.00	9.90%
	Mizuho Bank, Ltd.	$198,000,000.00	$99,000,000.00	9.90%
	PNC Bank, National Association, successor to BBVA USA	$198,000,000.00	$99,000,000.00	9.90%
	Truist Bank, formerly known as Branch Banking and Trust Company	$198,000,000.00	$99,000,000.00	9.90%
	Texas Capital Bank, N.A.	$150,000,000.00	$75,000,000.00	7.50%
	Comerica Bank	$80,000,000.00	$40,000,000.00	4.00%
	Zions Bancorporation, N.A. dba Amegy Bank	$70,000,000.00	$35,000,000.00	3.50%
	Totals:	$2,000,000,000.00	$1,000,000,000.00	100.00%




 


     


    



	Administrative

Agent	Address for Notice
	Wells Fargo Bank, N.A.	Credit Contact:
	 	1000 Louisiana Street, Suite 1000
	 	Houston, TX 77002
	 	Attn:    Muhammad A. Dhamani
	 	Tel:      512-294-1817
	 	Email:
	 	Muhammad.Dhamani@wellsfargo.com
	 	 
	 	Primary Operations Contact:
	 	1525 W WT Harris Blvd, 1st Floor
	 	Charlotte, NC 28262-8522
	 	MAC D1109-019
	 	Attn:    Agency Services
	 	Tel:      704-590-2706
	 	Fax:      704-590-2782




 


     


    



EXHIBIT B


 


FORM OF REQUEST FOR BORROWING


 


Date: [_______], 20[__]


 


	To:	Wells Fargo Bank, N.A., as Administrative Agent



 


Ladies and Gentlemen:


 


Reference is made to
that certain Fifth Amended and Restated Credit Agreement, dated as of May 2, 2017 (as amended, restated, extended, supplemented
or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being
used herein as therein defined), among Laredo Petroleum, Inc., a Delaware corporation (the “Borrower”),
the Banks from time to time party thereto, and Wells Fargo Bank, N.A., as Administrative Agent.


 


The undersigned hereby requests a Borrowing of Loans:


 


		1.	On ______________________________________1



 


		2.	In the amount of $______________________



 


		3.	As [a SOFR][an Adjusted Base Rate] Borrowing



 


		4.	For SOFR Borrowings: with an Interest Period of _____ months.2



 


		5.	The Outstanding Revolving Credit exposure $______________.



 


		6.	The pro forma Outstanding Revolving Credit Exposure $____________.



 


		7.	After giving effect to such Borrowing, the Credit Parties, taken as a whole will be Solvent.



 


The Borrower hereby represents and warrants that the conditions
specified in Section 6.2 and Section 2.1(a) are satisfied on and as of the date of this Request for
Borrowing.


 





	 	LAREDO PETROLEUM, INC.
	 	 	 
	 	By:	          
	 	Name:	          
	 	Title:	          


 




 



 


		1	A
                                         Business Day or, in the case of a SOFR Borrowing, an U.S. Government Securities Business
                                         Day.



 


		2	One
                                         (1), three (3), or six (6) months.





 


     


    



EXHIBIT D


 


FORM OF ROLLOVER NOTICE


 


Date: [________], 20[__]


 


	To:	Wells Fargo Bank, N.A., as Administrative Agent



 


Ladies and Gentlemen:


 


Reference is made to
that certain Fifth Amended and Restated Credit Agreement, dated as of May 2, 2017 (as amended, restated, extended, supplemented
or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being
used herein as therein defined), among Laredo Petroleum, Inc., a Delaware corporation (the “Borrower”),
the Banks from time to time party thereto, and Wells Fargo Bank, N.A., as Administrative Agent.


 


The undersigned hereby requests a continuation or
conversion of Loans:


 


		1.	On __________________________________1



 


		2.	In the amount of $________________________



 


		3.	As [a SOFR][an Adjusted Base Rate] Borrowing



 


		4.	For SOFR Rate Loans: with an Interest Period of _____ months.2



 


The Borrower hereby represents and warrants
that the conditions specified in Section 2.5(c) shall be satisfied on and as of the date of the Rollover Notice.


 





	 	LAREDO PETROLEUM, INC.
	 	 	 
	 	By:	          
	 	Name:	          
	 	Title:	          


 

 


 

		1	A
                                         Business Day or, in the case of a SOFR Borrowing, an U.S. Government Securities Business
                                         Day.



 


		2	One
                                         (1), three (3), or six (6) months.