Exhibit


        
Execution Version










FOURTH AMENDMENT
TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of November 13, 2015
AMONG
OASIS PETROLEUM NORTH AMERICA LLC,
AS BORROWER,
THE GUARANTORS PARTY HERETO,


WELLS FARGO BANK, N.A.,
AS ADMINISTRATIVE AGENT,
AND
THE LENDERS PARTY HERETO































FOURTH AMENDMENT TO 
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Fourth Amendment”) dated as of November 13, 2015, is among OASIS PETROLEUM NORTH AMERICA LLC, a Delaware limited liability company (the “Borrower”); the Guarantors party hereto (the “Guarantors” and collectively with the Borrower, the “Credit Parties”); each of the lenders party to the Credit Agreement referred to below (collectively, the “Lenders”) party hereto; and WELLS FARGO BANK, N.A., as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”) and as the issuing bank (in such capacity, the “Issuing Bank”).
R E C I T A L S
A.    Parent, OP LLC, the Borrower, the Administrative Agent and the Lenders are parties to that certain Second Amended and Restated Credit Agreement dated as of April 5, 2013, as amended by that certain First Amendment to Second Amended and Restated Credit Agreement dated as of September 3, 2013, that certain Second Amendment to Second Amended and Restated Credit Agreement dated as of September 30, 2014, and that certain Third Amendment to Second Amended and Restated Credit Agreement dated as of April 13, 2015 (the “Credit Agreement”), pursuant to which the Lenders have made certain credit available to and on behalf of the Borrower. 
B.    The Borrower, the Guarantors, the Administrative Agent and the Lenders desire to amend certain provisions of the Credit Agreement as set forth herein effective as of the Fourth Amendment Effective Date (as defined below).
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:
Section 1.Defined Terms.  Each capitalized term used herein but not otherwise defined herein has the meaning given such term in the Credit Agreement, as amended by this Fourth Amendment.  Unless otherwise indicated, all section references in this Fourth Amendment refer to sections of the Credit Agreement.  
Section 2.    Amendments to Section 1.02.
(a)     The following definitions are hereby amended and restated as follows:
“Agreement” means this Second Amended and Restated Credit Agreement, as amended by the First Amendment, the Second Amendment, the Third Amendment, and the Fourth Amendment and as the same may be further amended or supplemented from time to time.
“Change in Control” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of 

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the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the date hereof), of Equity Interests representing more than 35% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Parent, (b) occupation of a majority of the seats (other than vacant seats) on the board of directors of the Parent by Persons who were not (i) initial members of the board of directors of Parent, (ii) nominated (or whose nomination was approved) by the board of directors of the Parent or (iii) appointed (or whose appointment was approved) by directors so nominated (or whose nomination was so approved), (c) the Parent fails to own directly or indirectly all of the Equity Interests of the Borrower or (d) the occurrence of a “change of control” under any Senior Notes Indenture.
“LC Commitment” at any time means Fifty Million Dollars ($50,000,000.00).
(b)     The following definition is hereby added where alphabetically appropriate to read as follows: 
 “Fourth Amendment” means that certain Fourth Amendment to Second Amended and Restated Credit Agreement, dated as of November 13, 2015, among the Borrower, the Guarantors, the Administrative Agent and the Lenders party thereto.
Section 3.    Conditions Precedent.  This Fourth Amendment shall become effective as of the date when each of the following conditions is satisfied (or waived in accordance with Section 12.02 of the Credit Agreement) (the “Fourth Amendment Effective Date”):
3.1    The Administrative Agent shall have received from the Borrower, each Guarantor and the Majority Lenders counterparts (in such number as may be requested by the Administrative Agent) of this Fourth Amendment signed on behalf of such Person.
3.2    The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the date hereof.
3.3    No Default shall have occurred and be continuing as of the date hereof after giving effect to the terms of this Fourth Amendment.
3.4    The Administrative Agent shall have received such other documents as the Administrative Agent or its special counsel may reasonably require.
The Administrative Agent is hereby authorized and directed to declare this Fourth Amendment to be effective when it has received documents confirming or certifying, to the satisfaction of the Administrative Agent, compliance with the conditions set forth in this Section 3 or the waiver of such conditions as permitted hereby. Such declaration shall be final, conclusive and binding upon all parties to the Credit Agreement for all purposes.

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Section 4.    Miscellaneous.
4.1    Confirmation and Effect.  The provisions of the Credit Agreement, as amended by this Fourth Amendment, shall remain in full force and effect following the effectiveness of this Fourth Amendment.  Each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or any other word or words of similar import shall mean and be a reference to the Credit Agreement as amended hereby, and each reference in any other Loan Document to the Credit Agreement or any word or words of similar import shall be and mean a reference to the Credit Agreement as amended hereby.
4.2    No Waiver.    Neither the execution by the Administrative Agent or the Lenders of this Fourth Amendment, nor any other act or omission by the Administrative Agent or the Lenders or their officers in connection herewith, shall be deemed a waiver by the Administrative Agent or the Lenders of any Defaults or Events of Default which may exist, which may have occurred prior to the date of the effectiveness of this Fourth Amendment or which may occur in the future under the Credit Agreement and/or the other Loan Documents.  Similarly, nothing contained in this Fourth Amendment shall directly or indirectly in any way whatsoever either: (a) impair, prejudice or otherwise adversely affect the Administrative Agent’s or the Lenders’ right at any time to exercise any right, privilege or remedy in connection with the Loan Documents with respect to any Default or Event of Default, (b) except as expressly provided herein, amend or alter any provision of the Credit Agreement, the other Loan Documents, or any other contract or instrument, or (c) constitute any course of dealing or other basis for altering any obligation of the Borrower or any right, privilege or remedy of the Administrative Agent or the Lenders under the Credit Agreement, the other Loan Documents, or any other contract or instrument.  
4.3    Ratification and Affirmation; Representations and Warranties.  Each Credit Party hereby (a) acknowledges the terms of this Fourth Amendment; (b) ratifies and affirms its obligations under, and acknowledges its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby and (c) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Fourth Amendment:  (i) all of the representations and warranties contained in each Loan Document to which it is a party are 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), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be 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 specified earlier date, (ii) no Default or Event of Default has occurred and is continuing and (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.
4.4    Counterparts.  This Fourth 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 Fourth Amendment by facsimile or email transmission shall be effective as delivery of a manually executed counterpart hereof.

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4.5    No Oral Agreement.  This Fourth Amendment, the Credit Agreement and the other Loan Documents 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.
4.6    GOVERNING LAW.  THIS FOURTH AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
4.7    Payment of Expenses.  In accordance with Section 12.03 of the Credit Agreement, the Borrower agrees to pay or reimburse the Administrative Agent for all of its reasonable out-of-pocket costs and reasonable expenses incurred in connection with this Fourth Amendment, any other documents prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent.
4.8    Severability.  Any provision of this Fourth 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.
4.9    Successors and Assigns.  This Fourth Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
4.10    Loan Document.  This Fourth Amendment shall constitute a “Loan Document” under and as defined in Section 1.02 of the Credit Agreement.




[SIGNATURES BEGIN NEXT PAGE]











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IN WITNESS WHEREOF, the parties hereto have caused this Fourth Amendment to be duly executed as of the date first written above.
		
	BORROWER:
	OASIS PETROLEUM NORTH AMERICA LLC






By: /s/       Michael Lou    
Name:    Michael Lou
Title:    Executive Vice President and Chief 
Financial Officer






		
	GUARANTORS:
	OASIS PETROLEUM INC.


OASIS PETROLEUM LLC
OASIS PETROLEUM MARKETING LLC
OASIS WELL SERVICES LLC
OASIS MIDSTREAM SERVICES LLC




By: /s/       Michael Lou    
Name:    Michael Lou
Title:    Executive Vice President and Chief 
Financial Officer



Signature Page to Fourth Amendment to Second Amended and Restated Credit Agreement
(Oasis Petroleum North America LLC)






ADMINISTRATIVE AGENT,
ISSUING BANK AND LENDER:    WELLS FARGO BANK, N.A.,
as Administrative Agent, Issuing Bank and as a Lender
By: /s/ Edward Pak    
Name:    Edward Pak
Title:    Director 











Signature Page to Fourth Amendment to Second Amended and Restated Credit Agreement
(Oasis Petroleum North America LLC)








LENDERS:    
CITIBANK, N.A., as a Lender




By:    /s/ Cliff Vaz    
Name:    Cliff Vaz
Title:    Vice President





Signature Page to Fourth Amendment to Second Amended and Restated Credit Agreement
(Oasis Petroleum North America LLC)








JPMORGAN CHASE BANK, N.A.,
as a Lender
By:    /s/ Correne S. Loeffler    
Name:    Correne S. Loeffler
Title:    Authorized Officer







Signature Page to Fourth Amendment to Second Amended and Restated Credit Agreement
(Oasis Petroleum North America LLC)








ROYAL BANK OF CANADA, as a Lender




By:    /s/ Mark Lumpkin, Jr.    
Name:    Mark Lumpkin, Jr.
Title:    Authorized Signatory

Signature Page to Fourth Amendment to Second Amended and Restated Credit Agreement
(Oasis Petroleum North America LLC)






CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender
By: /s/ Kristin N. Oswald     
Name: Kristin N. Oswald 
Title:   Vice President

Signature Page to Fourth Amendment to Second Amended and Restated Credit Agreement
(Oasis Petroleum North America LLC)








COMPASS BANK, as a Lender




By:    /s/ Kathleen J. Bowen    
Name:    Kathleen J. Bowen
Title:    Managing Director



Signature Page to Fourth Amendment to Second Amended and Restated Credit Agreement
(Oasis Petroleum North America LLC)








CANADIAN IMPERIAL BANK OF
COMMERCE, NEW YORK BRANCH, as a Lender




By: /s/ William M. Reid    
Name: William M. Reid    
Title:   Authorized Signatory




By: /s/ Trudy Nelson    
Name: Trudy Nelson    
Title:   Authorized Signatory





Signature Page to Fourth Amendment to Second Amended and Restated Credit Agreement
(Oasis Petroleum North America LLC)






DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender
By: /s/ Peter Cucchiara     
Name: Peter Cucchiara 
Title:    Vice President
By:  /s/ Benjamin Souh     
Name:  Benjamin Souh
Title:    Vice President



Signature Page to Fourth Amendment to Second Amended and Restated Credit Agreement
(Oasis Petroleum North America LLC) 






ING CAPITAL LLC, as a Lender




By: /s/ Josh Strong    
Name: Josh Strong    
Title:   Director




By: /s/ Charles Hall    
Name: Charles Hall    
Title:  Managing Director


    

Signature Page to Fourth Amendment to Second Amended and Restated Credit Agreement
(Oasis Petroleum North America LLC) 






CITIZENS BANK, N.A., as a Lender




By: /s/ Scott Donaldson     
Name: Scott Donaldson    
Title:   Senior Vice President





Signature Page to Fourth Amendment to Second Amended and Restated Credit Agreement
(Oasis Petroleum North America LLC) 








U.S. BANK NATIONAL ASSOCIATION, as a Lender




By:    /s/ John C. Lozano    
Name:    John C. Lozano
Title:    Vice President



Signature Page to Fourth Amendment to Second Amended and Restated Credit Agreement
(Oasis Petroleum North America LLC) 








AMEGY BANK NATIONAL ASSOCIATION, as a Lender




By:    /s/ G. Scott Collins    
Name:    G. Scott Collins
Title:    Senior Vice President




By:    /s/ John Moffitt    
Name:    John Moffitt
Title:    Assistant Vice President

Signature Page to Fourth Amendment to Second Amended and Restated Credit Agreement
(Oasis Petroleum North America LLC) 








BOKF, NATIONAL ASSOCIATION DBA BANK OF
TEXAS, as a Lender




By: /s/ Mari Salazar    
Name: Mari Salazar    
Title:   Senior Vice President

Signature Page to Fourth Amendment to Second Amended and Restated Credit Agreement
(Oasis Petroleum North America LLC) 






BRANCH BANKING AND TRUST COMPANY, as a Lender




By: /s/ Kelly Graham    
Name: Kelly Graham    
Title    Vice President

Signature Page to Fourth Amendment to Second Amended and Restated Credit Agreement
(Oasis Petroleum North America LLC) 








COMERICA BANK, as a Lender




By: /s/ Chad Stephenson    
Name: Chad Stephenson    
Title:   Vice President



Signature Page to Fourth Amendment to Second Amended and Restated Credit Agreement
(Oasis Petroleum North America LLC) 






CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, 
as a Lender




By: /s/ Nupur Kumar    
Name: Nupur Kumar    
Title:   Authorized Signatory




By: /s/ Jayant Rao    
Name: Jayant Rao    
Title:   Authorized Signatory

Signature Page to Fourth Amendment to Second Amended and Restated Credit Agreement
(Oasis Petroleum North America LLC) 






REGIONS BANK, as a Lender


By: /s/ Michael Kutcher    
Name: Michael Kutcher    
Title:   Assistant Vice President

Signature Page to Fourth Amendment to Second Amended and Restated Credit Agreement
(Oasis Petroleum North America LLC) 






IBERIABANK, as a Lender




By: /s/ Stacy Goldstein    
Name: Stacy Goldstein    
Title:   Senior Vice President





Signature Page to Fourth Amendment to Second Amended and Restated Credit Agreement
(Oasis Petroleum North America LLC)