EX-10.1



 Execution Version 

Exhibit 10.1 
  

 
  

NINTH RESTATED CREDIT AGREEMENT 

dated as of March 21, 2017 

among 
 Chaparral
Energy, Inc., 
 as Borrower, 

JPMorgan Chase Bank, N.A., 

as Administrative Agent, 

and 
 The Lenders and
Prepetition Borrowers Party Hereto 
  
  

JPMorgan Chase Bank, N.A., 

Sole Lead Arranger and Sole Bookrunner 
  

 
  

 







 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
	Article I	  			
	Definitions and Accounting Matters	  			
			
	 Section 1.01    
	 	Terms Defined Above	  	 	2	 
	 Section 1.02
	 	Certain Defined Terms	  	 	2	 
	 Section 1.03
	 	Types of Loans and Borrowings	  	 	32	 
	 Section 1.04
	 	Terms Generally; Rules of Construction	  	 	32	 
	 Section 1.05
	 	Accounting Terms and Determinations; GAAP	  	 	32	 
		
	Article II	  			
	The Credits	  			
			
	 Section 2.01
	 	Term Loans and Revolving Credit Commitments	  	 	33	 
	 Section 2.02
	 	Loans and Borrowings	  	 	33	 
	 Section 2.03
	 	Requests for Borrowings	  	 	34	 
	 Section 2.04
	 	Interest Elections	  	 	36	 
	 Section 2.05
	 	Funding of Borrowings	  	 	37	 
	 Section 2.06
	 	 Termination and Reduction of Revolving Credit Commitments and Aggregate Maximum Revolving
Credit Amounts
	  	 	38	 
	 Section 2.07
	 	Borrowing Base	  	 	39	 
	 Section 2.08
	 	Letters of Credit	  	 	42	 
	 Section 2.09
	 	Defaulting Lenders	  	 	48	 
		
	Article III	  			
	Payments of Principal and Interest; Prepayments; Fees	  			
			
	 Section 3.01
	 	Repayment of Loans	  	 	51	 
	 Section 3.02
	 	Interest	  	 	51	 
	 Section 3.03
	 	Alternate Rate of Interest	  	 	52	 
	 Section 3.04
	 	Prepayments	  	 	53	 
	 Section 3.05
	 	Fees	  	 	57	 
		
	Article IV	  			
	Payments; Pro Rata Treatment; Sharing of Set-offs	  			
			
	 Section 4.01
	 	Payments Generally; Pro Rata Treatment; Sharing of Set-offs	  	 	59	 
	 Section 4.02
	 	Presumption of Payment by the Borrower	  	 	60	 
	 Section 4.03
	 	Certain Deductions by the Administrative Agent	  	 	60	 
	 Section 4.04
	 	Disposition of Proceeds	  	 	60	 
		
	Article V	  			
	Increased Costs; Break Funding Payments; Taxes; Illegality	  			
			
	 Section 5.01
	 	Increased Costs	  	 	61	 
	 Section 5.02
	 	Break Funding Payments	  	 	62	 
	 Section 5.03
	 	Taxes	  	 	62	 
	 Section 5.04
	 	Mitigation Obligations; Replacement of Lenders	  	 	66	 
	 Section 5.05
	 	Illegality	  	 	67	 


  
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	Article VI	  			
	Conditions Precedent	  			
			
	 Section 6.01    
	 	Effective Date	  	 	67	 
	 Section 6.02
	 	Each Credit Event	  	 	71	 
		
	Article VII	  			
	Representations and Warranties	  			
			
	 Section 7.01
	 	Organization; Powers	  	 	72	 
	 Section 7.02
	 	Authority; Enforceability	  	 	72	 
	 Section 7.03
	 	Approvals; No Conflicts	  	 	73	 
	 Section 7.04
	 	Financial Condition; No Material Adverse Change	  	 	73	 
	 Section 7.05
	 	Litigation	  	 	74	 
	 Section 7.06
	 	Environmental Matters	  	 	74	 
	 Section 7.07
	 	Compliance with the Laws and Agreements; No Defaults	  	 	75	 
	 Section 7.08
	 	Investment Company Act	  	 	76	 
	 Section 7.09
	 	Taxes	  	 	76	 
	 Section 7.10
	 	ERISA	  	 	76	 
	 Section 7.11
	 	Disclosure; No Material Misstatements	  	 	76	 
	 Section 7.12
	 	Insurance	  	 	77	 
	 Section 7.13
	 	Restriction on Liens	  	 	77	 
	 Section 7.14
	 	Subsidiaries	  	 	77	 
	 Section 7.15
	 	Location of Business and Offices	  	 	78	 
	 Section 7.16
	 	Properties; Titles, Etc	  	 	78	 
	 Section 7.17
	 	Maintenance of Properties	  	 	79	 
	 Section 7.18
	 	Gas Imbalances, Prepayments	  	 	79	 
	 Section 7.19
	 	Marketing of Production	  	 	79	 
	 Section 7.20
	 	Swap Agreements and Qualified ECP Guarantor	  	 	80	 
	 Section 7.21
	 	Use of Loans and Letters of Credit	  	 	80	 
	 Section 7.22
	 	Solvency	  	 	80	 
	 Section 7.23
	 	Anti-Corruption Laws; Sanctions	  	 	80	 
	 Section 7.24
	 	EEA Financial Institutions	  	 	81	 
	 Section 7.25
	 	Security Instruments	  	 	81	 
		
	Article VIII	  			
	Affirmative Covenants	  			
			
	 Section 8.01
	 	Financial Statements; Other Information	  	 	82	 
	 Section 8.02
	 	Notices of Material Events	  	 	85	 
	 Section 8.03
	 	Existence; Conduct of Business	  	 	85	 
	 Section 8.04
	 	Payment of Obligations	  	 	85	 
	 Section 8.05
	 	Performance of Obligations under Loan Documents	  	 	86	 
	 Section 8.06
	 	Operation and Maintenance of Properties	  	 	86	 
	 Section 8.07
	 	Insurance	  	 	87	 
	 Section 8.08
	 	Books and Records; Inspection Rights	  	 	87	 
	 Section 8.09
	 	Compliance with Laws	  	 	87	 
	 Section 8.10
	 	Environmental Matters	  	 	88	 
	 Section 8.11
	 	Further Assurances	  	 	89	 


  
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	 Section 8.12    
	 	Reserve Reports	  	 	89	 
	 Section 8.13
	 	Title Information	  	 	91	 
	 Section 8.14
	 	Additional Collateral and Additional Guarantors	  	 	92	 
	 Section 8.15
	 	ERISA Compliance	  	 	93	 
	 Section 8.16
	 	Commodity Price Risk Management Policy	  	 	93	 
	 Section 8.17
	 	Deposit Accounts; Commodities Accounts and Securities Accounts	  	 	93	 
	 Section 8.18
	 	Commodity Exchange Act Keepwell Provisions	  	 	94	 
		
	Article IX	  			
	Negative Covenants	  			
			
	 Section 9.01
	 	Financial Covenants	  	 	94	 
	 Section 9.02
	 	Debt	  	 	95	 
	 Section 9.03
	 	Liens	  	 	97	 
	 Section 9.04
	 	 Dividends and Distributions and Redemptions of Permitted Senior Unsecured Debt; Amendments to
Permitted Senior Unsecured Debt Documents
	  	 	97	 
	 Section 9.05
	 	Investments, Loans and Advances	  	 	98	 
	 Section 9.06
	 	Nature of Business; No International Operations	  	 	99	 
	 Section 9.07
	 	Limitation on Leases	  	 	100	 
	 Section 9.08
	 	Proceeds of Loans	  	 	100	 
	 Section 9.09
	 	ERISA Compliance	  	 	100	 
	 Section 9.10
	 	Sale or Discount of Receivables	  	 	101	 
	 Section 9.11
	 	Mergers, Etc	  	 	101	 
	 Section 9.12
	 	Sale of Properties and Termination of Swap Agreements	  	 	101	 
	 Section 9.13
	 	Environmental Matters	  	 	103	 
	 Section 9.14
	 	Transactions with Affiliates	  	 	103	 
	 Section 9.15
	 	Subsidiaries	  	 	103	 
	 Section 9.16
	 	Negative Pledge Agreements; Dividend Restrictions	  	 	104	 
	 Section 9.17
	 	Gas Imbalances, Take-or-Pay or Other Prepayments	  	 	104	 
	 Section 9.18
	 	Swap Agreements	  	 	104	 
	 Section 9.19
	 	Marketing Activities	  	 	106	 
	 Section 9.20
	 	Holding Company	  	 	106	 
	 Section 9.21
	 	Changes in Fiscal Year and Amendments to Organizational Documents	  	 	107	 
	 Section 9.22
	 	Non-Qualified ECP Guarantors	  	 	107	 
		
	Article X	  			
	Events of Default; Remedies	  			
			
	 Section 10.01
	 	Events of Default	  	 	107	 
	 Section 10.02
	 	Remedies	  	 	109	 
		
	Article XI	  			
	The Agents	  			
			
	 Section 11.01
	 	Appointment; Powers	  	 	110	 
	 Section 11.02
	 	Duties and Obligations of Administrative Agent	  	 	111	 
	 Section 11.03
	 	Action by Administrative Agent	  	 	111	 
	 Section 11.04
	 	Reliance by Administrative Agent	  	 	112	 
	 Section 11.05
	 	Subagents	  	 	112	 


  
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	 Section 11.06    
	 	Resignation of Administrative Agent	  	 	113	 
	 Section 11.07
	 	Agents as Lenders	  	 	113	 
	 Section 11.08
	 	No Reliance	  	 	113	 
	 Section 11.09
	 	Administrative Agent May File Proofs of Claim	  	 	114	 
	 Section 11.10
	 	Authority of Administrative Agent to Release Collateral, Liens and Guarantors	  	 	114	 
	 Section 11.11
	 	The Arranger	  	 	115	 
		
	Article XII	  			
	Miscellaneous	  			
			
	 Section 12.01
	 	Notices	  	 	115	 
	 Section 12.02
	 	Waivers; Amendments	  	 	116	 
	 Section 12.03
	 	Expenses, Indemnity; Damage Waiver	  	 	117	 
	 Section 12.04
	 	Successors and Assigns	  	 	120	 
	 Section 12.05
	 	Survival; Revival; Reinstatement	  	 	124	 
	 Section 12.06
	 	Counterparts; Integration; Effectiveness	  	 	124	 
	 Section 12.07
	 	Severability	  	 	125	 
	 Section 12.08
	 	Right of Setoff	  	 	125	 
	 Section 12.09
	 	GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS	  	 	126	 
	 Section 12.10
	 	Headings	  	 	127	 
	 Section 12.11
	 	Confidentiality	  	 	127	 
	 Section 12.12
	 	Interest Rate Limitation	  	 	128	 
	 Section 12.13
	 	EXCULPATION PROVISIONS	  	 	129	 
	 Section 12.14
	 	Collateral Matters; Swap Agreements	  	 	129	 
	 Section 12.15
	 	No Third Party Beneficiaries	  	 	129	 
	 Section 12.16
	 	USA Patriot Act Notice	  	 	130	 
	 Section 12.17
	 	No Advisory or Fiduciary Responsibility	  	 	130	 
	 Section 12.18
	 	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	  	 	130	 
	 Section 12.19
	 	Assignment and Assumption from Prepetition Borrowers to Borrower	  	 	131	 
	 Section 12.20
	 	Restatement; Prepetition Credit Agreement	  	 	131	 


  
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 ANNEXES, EXHIBITS AND SCHEDULES 

 

			
	 Annex I
	  	List of Maximum Revolving Credit Amounts and Effective Date Term Loan Amounts
		
	 Annex II
	  	Existing Letters of Credit
		
	 Exhibit A-1
	  	Form of Term Note
	 Exhibit A-2
	  	Form of Revolving Credit Note
	 Exhibit B
	  	Form of Borrowing Request
	 Exhibit C
	  	Form of Interest Election Request
	 Exhibit D
	  	Form of Compliance Certificate
	 Exhibit E
	  	Security Instruments as of the Effective Date
	 Exhibit F
	  	Form of Guaranty Agreement
	 Exhibit G
	  	Form of Security Agreement
	 Exhibit H
	  	Form of Assignment and Assumption
	 Exhibit I-1
	  	Form of U.S. Tax Compliance Certificate (Foreign Lenders; not partnerships)
	 Exhibit I-2
	  	Form of U.S. Tax Compliance Certificate (Foreign Participants; not partnerships)
	 Exhibit I-3
	  	Form of U.S. Tax Compliance Certificate (Foreign Participants; partnerships)
	 Exhibit I-4
	  	Form of U.S. Tax Compliance Certificate (Foreign Lenders; partnerships)
		
	 Schedule 7.05    
	  	Litigation
	 Schedule 7.06
	  	Environmental Matters
	 Schedule 7.14
	  	Subsidiaries and Partnerships; Immaterial Subsidiaries
	 Schedule 7.18
	  	Gas Imbalances
	 Schedule 7.19
	  	Marketing Contracts
	 Schedule 7.20
	  	Swap Agreements
	 Schedule 9.02
	  	Existing Debt
	 Schedule 9.03
	  	Existing Liens
	 Schedule 9.05
	  	Investments


  
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 THIS NINTH RESTATED CREDIT
AGREEMENT, dated as of March 21, 2017, is among Chaparral Energy, Inc., a corporation duly formed and existing under the laws of the State of Delaware (the “Borrower”); each of the Prepetition
Borrowers party hereto; each of the Lenders from time to time party hereto; and JPMorgan Chase Bank, N.A. (in its individual capacity, “JPMorgan”), as administrative agent for the Lenders (in such capacity, together with its
successors in such capacity, the “Administrative Agent”). 
 R E C I T A L S 

A.    On May 9, 2016, the Borrower and certain of its Subsidiaries (collectively, the “Debtors”)
filed voluntary petitions for relief in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) commencing their respective cases (collectively, the “Bankruptcy Proceedings”) under
Chapter 11 of the United States Bankruptcy Code and have continued in the possession and operation of their assets and in the management of their businesses pursuant to sections 1107 and 1108 of the United States Bankruptcy Code. 

B.    The Debtors, other than Chaparral Biofuels, L.L.C., an Oklahoma limited liability company (such Debtors, other than
the Borrower, the “Prepetition Borrowers”), the Lenders party thereto (the “Prepetition Lenders”), and JPMorgan, as administrative agent, are parties to that certain Eighth Restated Credit Agreement, dated as of
April 12, 2010 (as amended, restated, modified, or supplemented prior to the date hereof, the “Prepetition Credit Agreement”), pursuant to which the Prepetition Lenders made certain loans to the Prepetition Borrowers and other
extensions of credit which remain outstanding. 
 C.    The Debtors have filed the First Amended Joint Plan of
Reorganization of Chaparral Energy, Inc. and Its Affiliate Debtors Under Chapter 11 of the Bankruptcy Code, dated March 7, 2017, (together with all exhibits and schedules thereto, the “Plan of Reorganization”) with the
Bankruptcy Court, which was confirmed pursuant to an Order entered by the Bankruptcy Court on March 10, 2017 (the “Confirmation Order”), which Confirmation Order, inter alia, authorized and approved the restructuring and
rearrangement of the debt under the Prepetition Credit Agreement and Debtors’ entry into and performance under this Agreement. 

D.    Pursuant to and upon consummation of the Plan of Reorganization, the Prepetition Lenders have agreed to continue
their loans under the Prepetition Credit Agreement, and provide certain extensions of credit and commitments to the Borrower subject to the terms and conditions of this Agreement, which debt is a restructuring and rearrangement of the debt of the
Prepetition Borrowers through an amendment and restatement of the Prepetition Credit Agreement, which will amend and restate the Prepetition Credit Agreement to (i) allow the Prepetition Borrowers to assign their rights, duties, liabilities and
obligations under the Prepetition Credit Agreement and the Assigned Loan Documents (as defined below) to the Borrower, and (ii) amend certain other terms of the Prepetition Credit Agreement in certain respects as provided in this Agreement.

 E.    In consideration of the mutual covenants and agreements herein contained, and other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, and subject to the Administrative Agent’s giving notice of the Effective Date as contemplated in Section 6.01 hereof, the parties hereto agree that the Prepetition
Credit 

  
 1 








 
Agreement is hereby amended, renewed, extended and restated in its entirety on (and subject to) the terms and conditions set forth herein. It is the intention of the parties hereto that this
Agreement supersedes and replaces the Prepetition Credit Agreement in its entirety; provided that (i) such amendment and restatement shall operate to renew, amend, modify, extend and assign all of the rights, duties, liabilities and
obligations of the Borrower and the Prepetition Borrowers under the Prepetition Credit Agreement and the Assigned Loan Documents, which rights, duties, liabilities and obligations are hereby renewed, amended, modified, extended and assigned, to the
Borrower, and shall not act as a novation thereof, and (ii) the Liens securing the Indebtedness under and as defined in the Prepetition Credit Agreement and the rights, duties, liabilities and obligations of the Prepetition Borrowers (as
assigned to the Borrower hereunder) and the “Guarantors” under and as defined in the Prepetition Credit Agreement and the Prepetition Loan Documents (as defined herein) to which they are a party shall not be extinguished but shall be
carried forward and shall secure such obligations and liabilities as amended, renewed, extended and restated hereby. The Borrower and the Prepetition Borrowers jointly and severally represent and warrant that, as of the Effective Date, there are no
claims or offsets against, or defenses or counterclaims to, the obligations of the Borrower or the Prepetition Borrowers under the Prepetition Credit Agreement or any of the other Prepetition Loan Documents. 

F.    In consideration of the mutual covenants and agreements herein contained and of the loans, extensions of credit and
commitments hereinafter referred to, the parties hereto agree to amend and restate the Prepetition Credit Agreement in its entirety as follows: 

ARTICLE I 
 DEFINITIONS
AND ACCOUNTING MATTERS 
 Section 1.01    Terms Defined Above. As used in this Agreement, each term
defined above has the meaning indicated above. 
 Section 1.02    Certain Defined Terms. As used in this
Agreement, the following terms have the meanings specified below: 
 “ABR”, when used in reference to any Loan or
Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate. 

“Account Control Agreement” means a control agreement, in form and substance reasonably satisfactory to the Administrative
Agent, which grants the Administrative Agent “control” as defined in the Uniform Commercial Code in effect in the applicable jurisdiction over any Deposit Account, Securities Account or Commodities Account maintained by any Credit Party,
in each case, among the Administrative Agent, the applicable Credit Party and the applicable financial institution at which such Deposit Account, Securities Account or Commodities Account is maintained. 

“Adjusted LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum
(rounded upwards, if necessary, to the next 1/100 of 1%) equal to the LIBO Rate for such Interest Period multiplied by the Statutory Reserve Rate. 

  
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 “Administrative Questionnaire” means an Administrative Questionnaire in a form
supplied by the Administrative Agent. 
 “Affected Loans” has the meaning assigned such term in Section 5.05. 

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more
intermediaries, Controls or is Controlled by or is under common Control with the Person specified (other than any operating portfolio companies of the foregoing Persons). 

“Agents” means, collectively, the Administrative Agent, the Arranger and any syndication or documentation agent from time to
time party hereto; and “Agent” shall mean any of them, as the context requires. 
 “Aggregate Maximum Revolving
Credit Amounts” at any time shall equal the sum of the Maximum Revolving Credit Amounts, as the same may be reduced or terminated pursuant to Section 2.06. The initial Aggregate Maximum Revolving Credit Amounts of the Revolving Credit
Lenders on the Effective Date is $400,000,000. 
 “Agreement” means this Ninth Restated Credit Agreement, as the same may
from time to time be amended, modified, supplemented or restated. 
 “Alternate Base Rate” means, for any day, a rate per
annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus  1⁄2 of
1% and (c) the Adjusted LIBO Rate for a one month Interest Period beginning on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1.0%, provided that, for the avoidance of doubt, the Adjusted
LIBO Rate for any day shall be based on the rate (rounded upwards, if necessary, to the next 1/100 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 Business Day if such day is not a day on which banks are open for dealings in dollar deposits in the
London interbank market). Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate,
the Federal Funds Effective Rate or the Adjusted LIBO Rate, respectively. 
 “Anti-Corruption Laws” means all laws, rules,
and regulations of any jurisdiction from time to time concerning or relating to bribery or corruption, including the FCPA. 

“Applicable Margin” means (a) with respect to the Term Loans (i) 6.750% for an ABR Loan or (ii) 7.750% for a
Eurodollar Loan and (b) for any day, with respect to any ABR Loan or Eurodollar Loan that is a Revolving Loan, or with respect to the Revolving Credit Commitment Fee Rate, as the case may be, the rate per annum set forth in the Borrowing Base
Utilization Grid below based upon the Borrowing Base Utilization Percentage then in effect: 

  
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Borrowing Base Utilization Grid 

 

											
	 Borrowing Base Utilization Percentage
	  	£25%	  	>25% and £50%	  	>50% and £75%	  	>75% and £90%	  	>90%
	 Eurodollar Loans
	  	3.000%	  	3.250%	  	3.500%	  	3.750%	  	4.000%
	 ABR Loans
	  	2.000%	  	2.250%	  	2.500%	  	2.750%	  	3.000%
	 Revolving Credit Commitment Fee Rate
	  	0.500%	  	0.500%	  	0.500%	  	0.500%	  	0.500%

 Each change in the Applicable Margin for Revolving Loans 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 the Borrower fails to deliver a Reserve Report pursuant to Section 8.12(a), then the
“Applicable Margin” means, with respect to Revolving Loans, the rate per annum set forth on the grid when the Borrowing Base Utilization Percentage is at its highest level until such Reserve Report is delivered. 

“Applicable Percentage” means, with respect to any Lender, the fraction expressed as a percentage obtained by dividing
(a) the sum of such Lender’s outstanding Term Loan plus such Lender’s Revolving Credit Commitment by (b) the sum of the total outstanding Term Loans plus the total Revolving Credit Commitments; provided that for purposes
of this definition, if the Revolving Credit Commitments are terminated pursuant to this Agreement, then each Lender’s Revolving Credit Commitment and the total Revolving Credit Commitments shall be the amounts thereof immediately prior to
giving effect to any such termination of such Revolving Credit Commitments. 
 “Applicable Revolving Credit Percentage”
means, with respect to any Revolving Credit Lender, the percentage of the Aggregate Maximum Revolving Credit Amounts represented by such Revolving Credit Lender’s Maximum Revolving Credit Amount as such percentage as of the Effective Date is
set forth on Annex I. 
 “Applicable Term Loan Percentage” means, with respect to any Term Lender, the percentage of the
total Term Loans of all of the Term Lenders represented by such Term Lender’s Term Loans as such percentage as of the Effective Date is set forth on Annex I. 

“Approved Counterparty” means (a) any Lender or any Affiliate of a Lender and (b) any other Person if such Person
has (or the credit support provider of such Person has) a long term senior unsecured debt rating at the time of entry into the applicable Swap Agreement of A-/A3 by S&P or Moody’s (or their
equivalent) or higher. 
 “Approved Fund” means any Person (other than a natural person) that is engaged in making,
purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate
of an entity that administers or manages a Lender. 

  
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 “Approved Petroleum Engineers” means (a) Cawley, Gillespie &
Associates, Inc., (b) Ryder Scott Company Petroleum Consultants, L.P. and (c) any other independent petroleum engineers reasonably acceptable to the Administrative Agent. 

“Arranger” means JPMorgan, in its capacities as the sole lead arranger and sole bookrunner hereunder. 

“ASC” means the Financial Accounting Standards Board Accounting Standards Codification, as in effect from time to time. 

“Asset Coverage Ratio” has the meaning assigned to such term in Section 9.01(c). 

“Assigned Loan Documents” means the “Notes”, the “Letter of Credit Agreements” and the “Letters of
Credit” (as each such term is defined in the Prepetition Credit Agreement) executed in connection with the Prepetition Credit Agreement. 

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the consent of
any party whose consent is required by Section 12.04(b)), and accepted by the Administrative Agent, in the form of Exhibit H or any other form approved by the Administrative Agent. 

“Availability Period” means the period from and including the Effective Date to but excluding the Termination Date. 

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

“Bail-In Legislation” means, 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 for such EEA Member Country from time to time which is described in the EU Bail-In
Legislation Schedule. 
 “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 Lender or Affiliate of a Lender that provides Bank Products to the Borrower, any
Subsidiary or any Guarantor. 
 “Board” means the Board of Governors of the Federal Reserve System of the United States of
America or any successor Governmental Authority. 
 “Borrowing” means (a) Revolving Loans of the same Type, made,
converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect and (b) Term Loans made on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period
is in effect. 

  
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 “Borrowing Base” means at any time an amount equal to the amount determined in
accordance with Section 2.07, as the same may be adjusted from time to time pursuant to Section 8.13(c). 
 “Borrowing Base
Deficiency” means, at any time the total Revolving Credit Exposures exceeds the Borrowing Base then in effect. 

“Borrowing Base Utilization Percentage” means, as of any day, the fraction expressed as a percentage, the numerator of which
is the sum of the Revolving Credit Exposures of the Revolving Credit Lenders on such day, and the denominator of which is the Borrowing Base in effect on such day. 

“Borrowing Request” means a request by the Borrower for a Borrowing in accordance with Section 2.03. 

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City, New
York, Houston, Texas or Oklahoma City, Oklahoma are authorized or required by law to remain closed; and if such day relates to a Borrowing or continuation of, a payment or prepayment of principal of or interest on, or a conversion of or into, or the
Interest Period for, a Eurodollar Loan or a notice by the Borrower with respect to any such Borrowing or continuation, payment, prepayment, conversion or Interest Period, any day which is also a day on which banks are open for dealings in dollar
deposits in the London interbank market. 
 “Capital Leases” means, in respect of any Person, all leases which shall have
been, or should have been, in accordance with GAAP, recorded as capital leases on the balance sheet of the Person liable (whether contingent or otherwise) for the payment of rent thereunder; provided that operating leases that are
reclassified or recharacterized as capital leases due to a change in GAAP after the Effective Date shall not constitute Capital Leases for any purpose under this Agreement but shall instead be treated as they would have been in accordance with GAAP
as in effect on the Effective Date. 
 “Cash Equivalents” means Investments of the type described in clauses (c), (d), (e)
and (f) of Section 9.05. 
 “Casualty Event” means any loss, casualty or other insured damage to, or any
nationalization, taking under power of eminent domain or by condemnation or similar proceeding of, any Property of the Borrower or any of its Subsidiaries having a fair market value in excess of the Threshold Amount. 

“CERCLA” has the meaning set forth in the definition of “Environmental Laws”. 

“Change in Control” means (a) except as permitted by this Agreement, the Borrower or any Guarantor ceases to own 100% of
the Equity Interests of any Guarantor, (b) for any reason whatsoever, any “person” or “group” (within the meaning of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC thereunder as in
effect on the date hereof), other than any Permitted Holder or any Affiliate of a Permitted Holder, shall beneficially 

  
 6 








 
own a percentage of the then outstanding Equity Interests of the Borrower that is more than 40% of the voting power of the total outstanding Equity Interests of the Borrower, (c) the
occupation of a majority of the seats (other than vacant seats) on the board of directors of the Borrower by Persons who were neither (i) nominated, appointed or approved for consideration by shareholders for election by the board of directors
of the Borrower or (ii) appointed by directors so nominated, appointed or approved, or (d) a Change of Control (as defined in any Permitted Senior Unsecured Debt Documents) shall have occurred. 

“Change in Law” means (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any
change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender or the Issuing Bank (or, for purposes of Section 5.01(b), by
any lending office of such Lender or by such Lender’s or the Issuing Bank’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the
date of this Agreement; provided, however, for the purposes of 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, are deemed to have gone into effect and to have been adopted after the date of
this Agreement. 
 “Class”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans
comprising such Borrowing, are Revolving Loans or Term Loans. 
 “Code” means the Internal Revenue Code of 1986, as amended
from time to time, and any successor statute (in each case, except as otherwise provided herein). 
 “Commodities Account”
shall have the meaning set forth in Article 9 of the UCC. 
 “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, and any regulations promulgated thereunder. 

“Consolidated Net Income” means with respect to the Borrower and the Consolidated Subsidiaries, for any period, the aggregate
of the net income (or loss) of the Borrower and the Consolidated Subsidiaries after allowances for taxes for such period determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded from such net income
(to the extent otherwise included therein) the following: (a) the net income of any Person in which the Borrower or any Consolidated Subsidiary has an interest (which interest does not cause the net income of such other Person to be
consolidated with the net income of the Borrower and the Consolidated Subsidiaries in accordance with GAAP), except to the extent of the amount of dividends or distributions actually paid in cash during such period by such other Person to the
Borrower or to a Consolidated Subsidiary, as the case may be; (b) the net income (or loss) of any Person acquired in a pooling-of-interests transaction for any
period prior to the date of such transaction; (c) any extraordinary non-cash gains or losses during such period and (d) any gains or losses attributable to writeups or writedowns of assets, including
ceiling test writedowns. 

  
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 “Consolidated Subsidiaries” means each Subsidiary of the Borrower (whether now
existing or hereafter created or acquired) the financial statements of which shall be (or should have been) consolidated with the financial statements of the Borrower in accordance with GAAP. 

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or
policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. For the purposes of this definition, and without limiting the generality of the foregoing, any Person that owns directly or indirectly 20% or more
of the Equity Interests having ordinary voting power for the election of the directors or other governing body of a Person (other than as a limited partner of such other Person) will be deemed to “control” such other Person.
“Controlling” and “Controlled” have meanings correlative thereto. 
 “Credit Parties”
means, collectively, the Borrower and each Guarantor, and “Credit Party” means any one of the foregoing. 

“Debt” means, for any Person, the sum of the following (without duplication): (a) all obligations of such Person for borrowed
money or evidenced by bonds, bankers’ acceptances, debentures, notes or other similar instruments; (b) all obligations of such Person (whether contingent or otherwise) in respect of letters of credit, surety or other bonds and similar
instruments; (c) all accounts payable and all accrued expenses, liabilities or other obligations of such Person to pay the deferred purchase price of Property or services; (d) all obligations under Capital Leases; (e) all obligations
under Synthetic Leases; (f) all Debt (as defined in the other clauses of this definition) of others secured by (or for which the holder of such Debt has an existing right, contingent or otherwise, to be secured by) a Lien on any Property of
such Person, whether or not such Debt is assumed by such Person; (g) all Debt (as defined in the other clauses of this definition) of others guaranteed by such Person or in which such Person otherwise assures a creditor against loss of the Debt
(howsoever such assurance shall be made) to the extent of the lesser of the amount of such Debt and the maximum stated amount of such guarantee or assurance against loss; (h) all obligations or undertakings of such Person to maintain or cause
to be maintained the financial position or covenants of others and, to the extent entered into as a means of providing credit support for the obligations of others and not primarily to enable such Person to acquire any such Property, all obligations
or undertakings of such Person to purchase the Debt or Property of others; (i) obligations to deliver commodities, goods or services, including, without limitation, Hydrocarbons, in consideration of one or more advance payments, other than gas
balancing arrangements in the ordinary course of business; (j) obligations to pay for goods or services even if such goods or services are not actually received or utilized by such Person; (k) any Debt of a partnership for which such
Person is liable either by agreement, by operation of law or by a Governmental Requirement but only to the extent of such liability; (l) Disqualified Capital Stock; and (m) the undischarged balance of any production payment created by such
Person or for the creation of which such Person directly or indirectly received payment. The Debt of any Person shall include all obligations of 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. 
 “Default”
means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default. 

  
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 “Defaulting Lender” means any Revolving Credit Lender 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 the Administrative Agent, the 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 Revolving Credit Lender 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 Revolving Credit Lender shall cease to be a Defaulting Lender 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 has) been placed into receivership, conservatorship, bankruptcy or become the subject of a Bail-In Action; provided that a Revolving Credit Lender
shall not become a Defaulting Lender solely as a result of the acquisition or maintenance of an ownership interest in such Revolving Credit Lender or Person controlling such Revolving Credit Lender or the exercise of control over a Revolving Credit
Lender or Person controlling such Revolving Credit Lender by a Governmental Authority so long as such ownership interest does not result in or provide such Revolving Credit Lender 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 Revolving Credit Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Revolving
Credit Lender. 
 “Deposit Account” shall have the meaning set forth in Article 9 of the UCC. 

“Disqualified Capital Stock” means any Equity Interest that, by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable) or upon the happening of any event, matures or is mandatorily redeemable for any consideration other than other Equity Interests (which would not constitute Disqualified Capital Stock), pursuant to a
sinking fund obligation or otherwise, or is convertible or exchangeable for Debt or redeemable for any consideration other than other Equity Interests (which would not constitute Disqualified Capital Stock) at the option of the holder thereof, in
whole or in part, on or prior to the date that is one year after the earlier of (a) the Maturity Date and (b) the date on which there are no Loans, LC Exposure or other obligations hereunder outstanding and all of the Revolving Credit
Commitments are terminated. 
 “dollars” or “$” refers to lawful money of the United States of America.

 “Domestic Subsidiary” means any Subsidiary that is organized under the laws of the United States of America or any state
thereof or the District of Columbia. 
 “EBITDAX” means, for any period, the sum of Consolidated Net Income for such period
plus the following expenses or charges to the extent deducted from Consolidated Net Income in such period: (a) interest, (b) income and franchise taxes, (c) depreciation, depletion, amortization, exploration expenses and other noncash
charges (including (i) non-cash losses 

  
 9 








 
resulting from mark-to-market in respect of Swap Agreements (including those resulting from the requirements of ASC
Topic 815) and (ii) non-cash losses from the adoption of fresh start accounting in connection with the consummation of the Plan of Reorganization), (d) losses from asset dispositions (other than
Hydrocarbons produced in the ordinary course of business), (e) actual fees and transaction costs incurred by the Credit Parties in connection with the Bankruptcy Proceedings and the closing of this Agreement and the Transactions occurring on or
about the Effective Date (other than, for the avoidance of doubt, severance payments and consulting fees paid to former officers and employees), (f) severance payments and consulting fees paid to former officers and employees not later than 10 days
following the consummation of the Plan of Reorganization in connection with the Bankruptcy Proceedings in an amount not to exceed $4,000,000, (g) charges, reserves and expenses incurred on or before December 31, 2017 in connection with
cost savings initiatives in an amount not to exceed $3,000,000 and (h) any fees and expenses or charges incurred in connection with the implementation of fresh start accounting in an amount not to exceed $1,000,000, minus all gains from asset
dispositions (other than Hydrocarbons produced in the ordinary course of business) and all noncash income, in each case to the extent added to Consolidated Net Income in such period. For the purposes of calculating EBITDAX (including any component
thereof) for any period of four (4) consecutive fiscal quarters (each, a “Reference Period”) pursuant to any determination of the financial ratio contained in Section 9.01(a), if at any time during such Reference Period the
Borrower or any Subsidiary shall have made any Material Disposition or Material Acquisition, the EBITDAX for such Reference Period shall be calculated after giving pro forma effect thereto as if such Material Disposition or Material Acquisition had
occurred on the first day of such Reference Period (such calculations to be determined by a Financial Officer in good faith and reasonably acceptable to the Administrative Agent). 

“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 clause (a) or clause (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 6.01 are satisfied (or waived in accordance
with Section 12.02). 
 “Election Notice” has the meaning assigned to such term in Section 3.04(c)(ii). 

“Engineering Reports” has the meaning assigned to such term in Section 2.07(c)(i). 

  
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 “Environmental Laws” means any and all Governmental Requirements pertaining in
any way to health, safety, the environment, the preservation or reclamation of natural resources, or the management, Release or threatened Release of any Hazardous Materials, in effect in any and all jurisdictions in which the Borrower or any
Subsidiary is conducting, or at any time has conducted, business, or where any Property of the Borrower or any Subsidiary is located, including, the Oil Pollution Act of 1990, as amended, the Clean Air Act, as amended, the Comprehensive
Environmental, Response, Compensation, and Liability Act of 1980 (“CERCLA”), as amended, the Federal Water Pollution Control Act, as amended, the Occupational Safety and Health Act of 1970, as amended, the Resource Conservation and
Recovery Act of 1976 (“RCRA”), as amended, the Safe Drinking Water Act, as amended, the Toxic Substances Control Act, as amended, the Superfund Amendments and Reauthorization Act of 1986, as amended, the Hazardous Materials
Transportation Act, as amended, and other environmental conservation or protection Governmental Requirements. 
 “Environmental
Permit” means any permit, registration, license, notice, approval, consent, exemption, variance, or other authorization required under or issued pursuant to applicable Environmental Laws. 

“Equipment and Fixture Financing Debt” means Debt of the Credit Parties incurred to finance the acquisition, construction or
improvement of any fixed or capital assets (whether or not constituting purchase money Debt), including equipment, motor vehicles, obligations under Capital Leases and any Debt assumed in connection with the acquisition of any such assets or secured
by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Debt; provided that (a) any such extensions, renewals and replacements do not increase the outstanding principal amount
thereof, (b) in each case the acquired assets are reasonably related to the businesses of the Credit Parties engaged in on the Effective Date and (c) such Debt is incurred prior to or within 90 days after such acquisition or the completion
of such construction or improvement. 
 “Equity Interests” means shares of capital stock, partnership interests, membership
interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such Equity Interest. 

“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 the Borrower or a Subsidiary
would be deemed to be a “single employer” within the meaning of section 4001(b)(1) of ERISA or subsections (b), (c), (m) or (o) of section 414 of the Code. 

“ERISA Event” means (a) a “Reportable Event” described in section 4043 of ERISA, other than a Reportable
Event as to which the provisions of thirty (30) days’ notice to the PBGC is expressly waived under applicable regulations with respect to a Pension Plan, (b) the withdrawal of the Borrower, a Subsidiary or any ERISA Affiliate from a
Pension Plan during a plan year in which it was a “substantial employer” as defined in section 4001(a)(2) of ERISA, 

  
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(c) the filing of a notice of intent to terminate a Pension Plan or the treatment of a Pension Plan amendment as a termination under section 4041 of ERISA, (d) the institution of
proceedings to terminate a Pension Plan by the PBGC, (e) receipt by the Borrower, a Subsidiary or any ERISA Affiliate of a notice of withdrawal liability pursuant to section 4202 of ERISA, (f) any other event or condition which might
constitute grounds under section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan, (g) a determination that any Pension Plan is, or is expected to be, in “at risk” status
(within the meaning of Section 430 of the Code or Section 303 of ERISA), (h) the receipt by Borrower, any Subsidiary or any of its ERISA Affiliates of any notice, or the receipt by any “Multiemployer Plan” (as defined in Section
4001(a)(3) of ERISA) from a Loan Party or any ERISA Affiliate of any notice, concerning a determination that a Multiemployer Plan is, or is expected to be, “insolvent” (within the meaning of Section 4245 of ERISA), or in endangered or
critical status (within the meaning of Section 432 of the Code or Section 305 of ERISA); (i) the present value of all accumulated benefit obligations under each Pension Plan (based on the assumptions used for purposes of ASC No. 715:
Compensation-Retirement Benefits) did not, as of the date of the most recent financial statements reflecting such amounts, exceed by more than the Threshold Amount of the fair market value of the assets of such Pension Plan allocable to such accrued
benefits and (j) any other event or condition which might constitute grounds under section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan. 

“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 whether such Loan, or the Loans comprising such
Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate. 
 “Event of Default” has the
meaning assigned to such term in Section 10.01. 
 “Excepted Liens” means: (a) Liens for Taxes, assessments or
other governmental charges or levies which are not delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP; (b) 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
have been maintained in accordance with GAAP; (c) statutory landlord’s liens, operators’, vendors’, carriers’, warehousemen’s, repairmen’s, mechanics’, suppliers’, workers’, materialmen’s,
construction or other like Liens, in each case, arising by operation of law in the ordinary course of business or incident to the exploration, development, operation and maintenance of Oil and Gas Properties each of which is in respect of
obligations that are not delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP; (d) contractual Liens which arise in the ordinary course of
business under operating agreements, joint venture agreements, oil and gas partnership agreements, oil and gas leases, farm-out agreements, division orders, contracts for the sale, transportation or exchange
of oil and natural gas, unitization and pooling declarations and agreements, area of mutual interest agreements, overriding royalty agreements, marketing agreements, processing agreements, net profits agreements, development agreements, gas


  
 12 








 
balancing or deferred production agreements, injection, repressuring and recycling agreements, salt water or other disposal agreements, seismic or other geophysical permits or agreements, and
other agreements which are usual and customary in the oil and gas business and are for claims which are not delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in
accordance with GAAP, provided that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or
materially impair the value of such Property subject thereto; (e) 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 the Borrower or any of its Subsidiaries to provide collateral to the depository institution; (f) easements,
restrictions, servitudes, permits, conditions, covenants, exceptions or reservations in any Property of the Borrower or any Subsidiary for the purpose of roads, pipelines, transmission lines, transportation lines, distribution lines for the removal
of gas, oil, coal or other minerals or timber, and other like purposes, or for the joint or common use of real estate, rights of way, facilities and equipment, that do not secure any monetary obligations and which in the aggregate do not materially
impair the use of such Property for the purposes of which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject thereto; (g) Liens 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; (h) 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 and no action to enforce such Lien has been commenced; (i) Liens arising from Uniform Commercial Code financing statement filings made solely as a
precautionary measure regarding operating leases entered into by the Borrower or any Subsidiary in the ordinary course of business covering only the Property under lease; and (j) licenses of intellectual property, none of which, in the
aggregate, interfere in any material respect with the business of the Borrower or its Subsidiaries or materially detract from the value of the relevant assets of the Borrower or its Subsidiaries; provided that (i) Liens described
in clauses (a) through (e) shall remain “Excepted Liens” 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 Excepted Liens and (ii) the term “Excepted Liens” shall not include any Lien securing Debt for borrowed money other than
the Indebtedness. 
 “Excess Cash” means, on any day, all cash and Cash Equivalents of the Credit Parties minus Excluded
Funds to the extent that the aggregate amount thereof exceeds the Excess Cash Threshold. 
 “Excess Cash Threshold” means,
on any date of determination, $37,500,000. 

  
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 “Excluded Accounts” has the meaning assigned to such term in the Security
Agreement. 
 “Excluded Funds” means, on any day, the sum of (a) checks issued, wires initiated or ACH transfers
initiated, in any case, to non-affiliate third parties or to Affiliates on account of transactions not prohibited under this Agreement, (b) cash or Cash Equivalents of the Credit Parties constituting
purchase price deposits held in escrow pursuant to a binding and enforceable purchase and sale agreement with a third party containing customary provisions regarding the payment and refunding of such deposits, (c) cash and Cash Equivalents held
in any of the following accounts: (i) accounts designated and used solely for payroll or employee benefits, (ii) cash collateral accounts with respect to Letters of Credit, (iii) trust accounts held and used exclusively for the
payment of taxes of the Credit Parties, and (iv) suspense or trust accounts held and used exclusively for royalty and working interest payments owing to third parties, (d) royalty obligations, working interest obligations, production
payments, vendor payments, and severance and ad valorem taxes of the Credit Parties due and owing within five Business Days to unaffiliated third parties and for which the Credit Parties will issue checks or initiate wires or ACH transfers within
such five Business Day period and (e) Net Proceeds from any Triggering Disposition or any incurrence of Permitted Senior Unsecured Debt that are then being held in cash by the Credit Parties and are otherwise required to be used to make any
mandatory prepayment under Section 3.04(c) within one Business Day following such date of determination. 
 “Excluded Swap
Obligation” means, with respect to any Credit Party individually determined on a Credit Party by Credit Party basis, any Indebtedness in respect of any Swap Agreement if, and solely to the extent that, all or a portion of the guarantee by
such Credit Party of, or the grant by such Credit Party of a security interest to secure, such Indebtedness in respect of any Swap Agreement (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or
order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Credit Party’s failure for any reason to constitute an “eligible contract participant” as defined in
the Commodity Exchange Act at the time such guarantee or grant of a security interest becomes effective with respect to such related Indebtedness in respect of any Swap Agreement. If any Indebtedness in respect of any Swap Agreement arises under a
master agreement governing more than one swap, such exclusion shall apply only to the portion of such Indebtedness in respect of any Swap Agreement that is attributable to swaps for which such guarantee or security interest is or becomes illegal.

 “Excluded Taxes” means any of the following Taxes imposed on or with respect to the Administrative Agent, any Lender or
the Issuing Bank, (a) Taxes imposed on or measured by net income, franchise Taxes, and branch profits Taxes, in each case (i) imposed as a result of such recipient being organized under the laws of, or having its principal office or, in
the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender (other than an assignee
pursuant to a request by the Borrower under Section 5.04(b)), any U.S. federal withholding Tax that is imposed on amounts payable to such Lender pursuant to a law in effect at the time such Lender becomes a party to this Agreement (or designates a
new lending office, except to the extent that such Lender (or its assignor, if any) was entitled at the time of designation of a new lending office (or assignment) to receive additional amounts with respect to


  
 14 








 
such withholding Tax pursuant to Section 5.03, (c) Taxes attributable to such Lender’s failure to comply with Section 5.03(f), and (d) any United States federal withholding
Taxes imposed under FATCA. 
 “Existing Letters of Credit” means the letters of credit listed on Annex II. 

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor
version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b)(1) of the Code and any
intergovernmental agreement entered into in connection with the implementation of the foregoing. 
 “FCPA” means the
Foreign Corrupt Practices Act of 1977, as amended. 
 “Federal Funds Effective Rate” means, for any day, the greater of (a)
0% and (b) the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next
succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate as set forth in this clause (b) is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of
the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it. 

“Financial Officer” means, for any Person, the chief financial officer, principal accounting officer, treasurer or controller
of such Person. Unless otherwise specified, all references herein to a Financial Officer means a Financial Officer of the Borrower. 

“Financial Statements” means the financial statement or statements of the Borrower and its Consolidated Subsidiaries referred
to in Section 7.04(a). 
 “First Scheduled Borrowing Base Date” means the date on which the Scheduled Redetermination
scheduled for on or about May 1, 2018 becomes effective in accordance with Section 2.07(d). 
 “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 from time to time, and (d) the Flood Insurance Reform Act of 2004 and any
regulations promulgated thereunder. 
 “Foreign Lender” means any Lender that is not a U.S. Person. 

“Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary. 

“Fronting Exposure” means, at any time there is a Defaulting Lender, with respect to the Issuing Bank, such Defaulting
Lender’s LC Exposure other than LC Exposure as to which such Defaulting Lender’s participation obligation has been reallocated to other Revolving Credit Lenders or cash collateralized in accordance with the terms hereof. 

  
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 “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 1.05. 
 “Governmental
Authority” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government. 

“Governmental Requirement” means any law, statute, code, ordinance, order, determination, rule, regulation, judgment, decree,
injunction, franchise, permit, certificate, license, rules of common law, authorization or other directive or requirement, whether now or hereinafter in effect, of any Governmental Authority. 

“Guarantors” means: CEI Acquisition, L.L.C., a Delaware limited liability company, CEI Pipeline, L.L.C., a Texas limited
liability company, Chaparral Biofuels, L.L.C., an Oklahoma limited liability company, Chaparral CO2, L.L.C., an Oklahoma limited liability company, Chaparral Energy, L.L.C., an Oklahoma limited liability company, Chaparral Exploration, L.L.C., a
Delaware limited liability company, Chaparral Real Estate, L.L.C., an Oklahoma limited liability company, Chaparral Resources, L.L.C., an Oklahoma limited liability company, Green Country Supply, Inc., an Oklahoma corporation, Roadrunner Drilling,
L.L.C., an Oklahoma limited liability company, and each other Material Subsidiary that guarantees the Indebtedness pursuant to Section 8.14(b). 

“Guaranty Agreement” means an agreement executed by the Guarantors in substantially the form of
Exhibit F unconditionally guarantying, on a joint and several basis, payment of the Indebtedness, as the same may be amended, modified or supplemented from time to time. 

“Hazardous Material” means any substance regulated or as to which liability might arise under any applicable Environmental
Law including: (a) any chemical, compound, material, product, byproduct, substance or waste defined as or included in the definition or meaning of “hazardous substance,” “hazardous material,” “hazardous waste,”
“solid waste,” “toxic waste,” “extremely hazardous substance,” “toxic substance,” “contaminant,” “pollutant,” or words of similar meaning or import found in any applicable Environmental
Law; (b) Hydrocarbons, petroleum products, petroleum substances, natural gas, oil, oil and gas waste, crude oil, and any components, fractions, or derivatives thereof; and (c) radioactive materials, explosives, asbestos or asbestos
containing materials, polychlorinated biphenyls, radon, infectious or medical wastes. 
 “Highest Lawful Rate” means, with
respect to each Lender, the maximum nonusurious interest rate, if any, that at any time or from time to time may be contracted for, taken, reserved, charged or received on the Notes or on other Indebtedness under laws applicable to such Lender which
are presently in effect or, to the extent allowed by law, under such applicable laws which may hereafter be in effect and which allow a higher maximum nonusurious interest rate than applicable laws allow as of the date hereof. 

  
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 “Hydrocarbon Interests” means all rights, titles, interests and estates now or
hereafter acquired in and to oil and gas leases, oil, gas and mineral leases, or other liquid or gaseous hydrocarbon leases, mineral fee interests, overriding royalty and royalty interests, net profit interests and production payment interests,
including any reserved or residual interests of whatever nature. 
 “Hydrocarbons” means oil, gas, casinghead gas, drip
gasoline, natural gasoline, condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons and all products refined or separated therefrom. 

“Immaterial Subsidiary” means any Subsidiary designated by the Borrower as an Immaterial Subsidiary if and for so long as
(a) such Immaterial Subsidiary owns Property having a fair market value of $2,000,000 or less and (b) such Immaterial Subsidiary, together with all other Immaterial Subsidiaries so designated as Immaterial Subsidiaries, does not have total
assets having a fair market value at any time exceeding $5,000,000; provided that no Subsidiary may be an Immaterial Subsidiary if it owns Oil and Gas Properties that are included in the then effective Borrowing Base. 

“Immaterial Title Deficiencies” means minor defects or deficiencies in title which do not diminish by more than 2% the total
value of the Proved Oil and Gas Properties evaluated in the Reserve Report used in the most recent determination of the Borrowing Base. 

“Indebtedness” means any and all amounts owing or to be owing by the Borrower or any Subsidiary (whether direct or indirect
(including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising): (a) to any Agent, the Issuing Bank or any Lender under any Loan Document, including, without limitation, all interest on
any of the Loans (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 would accrue but for the operation of applicable
bankruptcy or insolvency laws), whether or not such interest is allowed or allowable as a claim in any such case, proceeding or other action); (b) to any Secured Swap Provider under any Swap Agreement including any Swap Agreement in existence
prior to the date hereof, but excluding any additional transactions or confirmations entered into (i) after such Secured Swap Provider ceases to be a Lender or an Affiliate of a Lender or (ii) after assignment by a Secured Swap Provider to
another Person that is not a Lender or an Affiliate of a Lender; (c) to any Bank Products Provider in respect of Bank Products; and (d) all renewals, extensions and/or rearrangements of any of the above; provided that solely with
respect to any Credit Party that is not an “eligible contract participant” under the Commodity Exchange Act, Excluded Swap Obligations of such Credit Party shall in any event be excluded from “Indebtedness” owing by such Credit
Party. 
 “Indemnified Taxes” means Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or
on account of any obligation of any Credit Party under any Loan Document. 
 “Indemnitee” shall have the meaning assigned
to such term in Section 12.03(b). 
 “Information” shall have the meaning assigned to such term in Section 12.11. 


  
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 “Initial Reserve Report” means the internally prepared report of the Borrower
dated as of October 1, 2016, with respect to the proved Oil and Gas Properties of the Credit Parties. 
 “Interest Election
Request” means a request by the Borrower to convert or continue a Borrowing in accordance with Section 2.04. 

“Interest Payment Date” means (a) with respect to any ABR Loan, the last day of each March, June, September and December
and (b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurodollar Borrowing with an Interest Period of more than three months’
duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period. 

“Interest Period” means with respect to any Eurodollar Borrowing, the period commencing on the date of such Borrowing and
ending on the numerically corresponding day in the calendar month that is one, two, three or six months thereafter, as the Borrower may elect; provided that (a) if any Interest Period would end on a day other than a Business Day, such
Interest Period shall be extended to 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 end on the next preceding Business Day and (b) any
Interest Period pertaining to a Eurodollar Borrowing that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the
last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion
or continuation of such Borrowing. 
 “Interim Redetermination” has the meaning assigned to such term in Section 2.07(b).

 “Interim Redetermination Date” means the date on which a Borrowing Base that has been redetermined pursuant to an
Interim Redetermination becomes effective as provided in Section 2.07(d). 
 “Investment” means, for any Person:
(a) the acquisition (whether for cash, Property, services or securities or otherwise) of Equity Interests of any other Person or any agreement to make any such acquisition (including, without limitation, any “short sale” or any sale
of any securities at a time when such securities are not owned by the Person entering into such short sale); (b) the making of any deposit with, or advance, loan or capital contribution to, assumption of Debt of, purchase or other acquisition
of any other Debt or equity participation or interest in, or other extension of credit to, any other Person (including the purchase of Property from another Person subject to an understanding or agreement, contingent or otherwise, to resell such
Property to such Person, but excluding any such advance, loan or extension of credit having a term not exceeding ninety (90) days representing the purchase price of inventory or supplies sold by such Person in the ordinary course of business);
(c) the purchase or acquisition (in one or a series of transactions) of Property (other than Equity Interests) of another Person that constitutes a business unit; or (d) the entering into of any guarantee of, or other contingent obligation
(including the deposit of any Equity Interests to be sold) with respect to, any Debt or other obligations of any other Person and (without duplication) any amount committed to be advanced, lent or extended to such Person. 

  
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 “IRS” means the United States Internal Revenue Service. 

“Issuing Bank” means JPMorgan, in its capacity as the issuer of Letters of Credit hereunder, and its successors in such
capacity as provided in Section 2.08(i). The Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of the Issuing Bank, in which case the term “Issuing Bank” shall include any such
Affiliate with respect to Letters of Credit issued by such Affiliate. 
 “LC Commitment” at any time means twenty million
dollars ($20,000,000). 
 “LC Disbursement” means a payment made by the Issuing Bank pursuant to a Letter of Credit. 

“LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at
such time plus (b) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time. The LC Exposure of any Revolving Credit Lender at any time shall be its Applicable Revolving Credit
Percentage of the total LC Exposure at such time (as such LC Exposure may be increased from time to time pursuant to Section 2.09(a)(iv) if a Defaulting Lender then exists). 

“Lenders” means the Persons listed on Annex I and any Person that shall have become a party hereto
pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption. The term “Lenders” shall include both Term Lenders and Revolving Credit Lenders. 

“Letter of Credit” means any letter of credit issued pursuant to this Agreement and any Existing Letter of Credit. 

“Letter of Credit Agreements” means all letter of credit applications and other agreements (including any amendments,
modifications or supplements thereto) submitted by the Borrower, or entered into by the Borrower, with the Issuing Bank relating to any Letter of Credit. 

“LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period, the rate appearing on Reuters Screen
LIBOR01 Page (or on any successor or substitute page of such service, or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such page of such service, as determined by the
Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such
Interest Period, as the rate for dollar deposits with a maturity comparable to such Interest Period. In the event that such rate is not available at such time for any reason, then the “LIBO Rate” with respect to such Eurodollar Borrowing
for such Interest Period shall be the rate (rounded upwards, if necessary, to the next 1/100 of 1%) at which dollar deposits of an amount comparable to such Eurodollar Borrowing and for a maturity comparable to such Interest Period are offered by
the principal 

  
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London office of the Administrative Agent in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two Business Days prior to the commencement
of such Interest Period. Notwithstanding anything in this definition to the contrary, the “LIBO Rate” shall be deemed not to be less than (a) with respect to any Revolving Loans, zero percent (0.0%) at any time and (b) with
respect to any Term Loans, one percent (1.0%) at any time. 
 “Lien” means any interest in Property securing an obligation
owed to, or a claim by, a Person other than the owner of the Property, whether such interest is based on the common law, statute or contract, and whether such obligation or claim is fixed or contingent, and including but not limited to (a) the
lien or security interest arising from a deed of trust, mortgage, encumbrance, pledge, security agreement, conditional sale or trust receipt or a lease, consignment or bailment for security purposes or (b) production payments and the like
payable out of Oil and Gas Properties. The term “Lien” shall include easements, restrictions, servitudes, permits, conditions, covenants, exceptions or reservations. For the purposes of this Agreement, the Borrower and its Subsidiaries
shall be deemed to be the owner of any Property which it has acquired or holds subject to a conditional sale agreement, or leases under a financing lease or other arrangement pursuant to which title to the Property has been retained by or vested in
some other Person in a transaction intended to create a financing. 
 “Liquidity” means the sum of (a) the Revolving
Credit Commitments for all Revolving Credit Lenders minus the Revolving Credit Exposure for all Revolving Credit Lenders (but only to the extent that the Borrower is permitted to borrow such amounts under the terms of this Agreement including,
without limitation, Section 6.02 hereof) plus (b) all unrestricted cash on hand of the Credit Parties. 
 “Loan
Documents” means this Agreement, the Notes, the Letter of Credit Agreements, the Letters of Credit and the Security Instruments. 

“Loans” means the loans made by the Lenders to the Borrower pursuant to this Agreement. 

“Majority Lenders” means, (a) at any time while no Loans or LC Exposure is outstanding, Revolving Credit Lenders having
greater than fifty percent (50%) of the total Revolving Credit Commitments; and (b) at any time while any Loans or LC Exposure is outstanding, Lenders holding greater than fifty percent (50%) of the sum of (i) the outstanding aggregate
principal amount of the Loans and participation interests in Letters of Credit (without regard to any sale by a Lender of a participation in any Loan under Section 12.04(c)) and (ii) the unused Revolving Credit Commitments; provided that
the Revolving Credit Commitments and the principal amount of the Loans and participation interests in Letters of Credit of the Defaulting Lenders (if any) shall be excluded from the determination of Majority Lenders. 

“Material Acquisition” means any acquisition of Property or series of related acquisitions of Property that involves the
payment of consideration by the Borrower and/or its Subsidiaries in excess of 5% of the then effective Borrowing Base. 

  
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 “Material Adverse Effect” means a material adverse change in, or material
adverse effect on (a) the business, operations, Property, or financial condition of the Borrower and the Subsidiaries taken as a whole, (b) the ability of the Borrower and its Subsidiaries, taken as a whole, to perform their payment
obligations or other material obligations under any Loan Document, (c) the validity or enforceability of any Loan Document, or (d) the rights and remedies of or benefits available to the Administrative Agent, any other Agent, the Issuing
Bank or any Lender under any Loan Document. 
 “Material Debt” means Debt of any one or more of the Borrower and its
Subsidiaries (other than the Loans and Letters of Credit), or obligations in respect of one or more Swap Agreements, of any one or more of the Borrower and its Subsidiaries in an aggregate principal amount exceeding $10,000,000. For purposes of
determining Material Debt, the “principal amount” of the obligations of the Borrower or any Subsidiary in respect of any Swap Agreement at any time shall be the Swap Termination Value of such Swap Agreement. 

“Material Disposition” means any sale or other disposition of Property or series of related sales or dispositions of property
that yields gross proceeds to the Borrower or any of its Subsidiaries in excess of 5% of the then effective Borrowing Base. 

“Material Subsidiary” means, as of any date, any Subsidiary that is not an Immaterial Subsidiary. 

“Maturity Date” means March 21, 2021. 

“Maximum Revolving Credit Amount” means, as to each Revolving Credit Lender, the amount set forth opposite such Revolving
Credit Lender’s name on Annex I under the caption “Maximum Revolving Credit Amounts”, as the same may be (a) reduced or terminated from time to time in connection with a reduction or termination of the
Aggregate Maximum Revolving Credit Amounts pursuant to Section 2.06(b) or (b) modified from time to time pursuant to any assignment permitted by Section 12.04(b). 

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto that is a nationally recognized rating
agency. 
 “Mortgaged Property” means any Property owned by the Borrower or any Guarantor which is subject to the Liens
existing and to exist under the terms of the Security Instruments. 
 “Net Proceeds” means the aggregate cash proceeds
received by a Credit Party in respect of any sale, lease, conveyance, disposition or other transfer of Property (including any cash subsequently received upon the sale or other disposition or collection of any
non-cash consideration received in any sale), any incurrence of Debt, or Casualty Event, net of (a) the direct costs relating to such sale of Property, incurrence of Debt or any Casualty Event (including
legal, accounting and investment banking fees, sales commissions and underwriting discounts and commissions paid to unaffiliated third parties and other reasonable and customary fees and expenses actually incurred in connection therewith),
(b) taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), (c) Debt (other than the Indebtedness) which is secured by a Lien upon any of the


  
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assets being sold or that are the subject of such Casualty Event, as the case may be, and which must be repaid as a result of such sale or such Casualty Event and (d) any amounts provided as
a reserve, in accordance with GAAP, against any liabilities under any indemnification obligations or purchase price adjustments associated with such sale. 

“New Borrowing Base Notice” has the meaning assigned such term in Section 2.07(d). 

“Non-Defaulting Lender” means, at any time, each Revolving Credit Lender that is not
a Defaulting Lender at such time. 
 “Notes” means the Term Loan Notes and the Revolving Credit Notes, or any of them, as
the context requires. 
 “NYMEX” means the New York Mercantile Exchange. 

“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury. 

“Oil and Gas Properties” means (a) Hydrocarbon Interests; (b) the Properties now or hereafter pooled or unitized
with Hydrocarbon Interests; (c) all presently existing or future unitization, pooling agreements and declarations of pooled units and the units created thereby (including without limitation all units created under orders, regulations and rules
of any Governmental Authority) which may affect all or any portion of the Hydrocarbon Interests; (d) all operating agreements, contracts and other agreements, including production sharing contracts and agreements, which relate to any of the
Hydrocarbon Interests or the production, sale, purchase, exchange or processing of Hydrocarbons from or attributable to such Hydrocarbon Interests; (e) all Hydrocarbons in and under and which may be produced and saved or attributable to the
Hydrocarbon Interests, including all oil in tanks, and all rents, issues, profits, proceeds, products, revenues and other incomes from or attributable to the Hydrocarbon Interests; (f) all tenements, hereditaments, appurtenances and Properties
in any manner appertaining, belonging, affixed or incidental to the Hydrocarbon Interests; and (g) all Properties, rights, titles, interests and estates described or referred to above, including any and all Property, real or personal, now owned
or hereinafter acquired and situated upon, used, held for use or useful in connection with the operating, working or development of any of such Hydrocarbon Interests or Property (excluding drilling rigs, automotive equipment, rental equipment or
other personal Property which may be on such premises for the purpose of drilling a well or for other similar temporary uses) and including any and all oil wells, gas wells, injection wells or other wells, buildings, structures, fuel separators,
liquid extraction plants, plant compressors, pumps, pumping units, field gathering systems, tanks and tank batteries, fixtures, valves, fittings, machinery and parts, engines, boilers, meters, apparatus, equipment, appliances, tools, implements,
cables, wires, towers, casing, tubing and rods, surface leases, rights-of-way, easements and servitudes together with all additions, substitutions, replacements,
accessions and attachments to any and all of the foregoing. Unless otherwise expressly provided herein, all references in this Agreement to “Oil and Gas Properties” refer to Oil and Gas Properties owned by the Borrower and its
Subsidiaries, as the context requires. 

  
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 “Other Connection Taxes” means, with respect to any recipient, Taxes imposed as
a result of a present or former connection between such recipient and the jurisdiction imposing such Tax (other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received
payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document). 

“Other Taxes” means any and all present or future stamp, court or documentary, intangible, recording, filing, excise,
property or other similar Taxes, charges or levies arising from any payment made hereunder or from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with
respect to, this Agreement and any other Loan Document. 
 “Participant” has the meaning set forth in Section 12.04(c)(i).

 “Participant Register” has the meaning set forth in Section 12.04(c)(i). 

“PBGC” means the Pension Benefit Guaranty Corporation, or any successor thereto. 

“PDP Reserves” means “proved developed producing oil and gas reserves” as such term is defined by the SPE in its
standards and guidelines. 
 “Pension Plan” means 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 and which (a) is currently or hereafter sponsored, maintained or contributed to by the Borrower, a Subsidiary or an ERISA Affiliate or (b) was at
any time during the six calendar years preceding the date hereof, sponsored, maintained or contributed to by the Borrower or a Subsidiary or an ERISA Affiliate. 

“Permitted Holder” means any Person that, on the Effective Date, after giving effect to the Plan of Reorganization, is the
beneficial owner, together with any of its Affiliates, of Equity Interests representing 10% or more of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Borrower at such time. 

“Permitted Senior Unsecured Debt” means Debt incurred by the Borrower or any Subsidiary under Section 9.02(h). 

“Permitted Senior Unsecured Debt Documents” means any indenture or other loan agreement governing any Permitted Senior
Unsecured Debt, all guarantees thereof and all other agreements, documents or instruments executed and delivered by the Borrower or any Subsidiary in connection with, or pursuant to, the incurrence of Permitted Senior Unsecured Debt. 

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company,
partnership, Governmental Authority or other entity. 
 “Plan” means any employee pension benefit plan, as defined in
section 3(2) of ERISA, which (a) is currently or hereafter sponsored, maintained or contributed to by the Borrower or any Subsidiary or (b) was at any time during the six calendar years preceding the date hereof, sponsored, maintained
or contributed to by the Borrower or any Subsidiary. 

  
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 “Prepetition Loan Documents” means the “Loan Documents” (as defined in
the Prepetition Credit Agreement) as in effect prior to the date hereof. 
 “Prime Rate” means the rate of interest per
annum publicly announced from time to time by JPMorgan as its prime rate in effect at its principal office in New York City; each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being
effective. Such rate is set by the Administrative Agent as a general reference rate of interest, taking into account such factors as the Administrative Agent may deem appropriate; it being understood that many of the Administrative Agent’s
commercial or other loans are priced in relation to such rate, that it is not necessarily the lowest or best rate actually charged to any customer and that the Administrative Agent may make various commercial or other loans at rates of interest
having no relationship to such rate. 
 “Property” means any interest in any kind of property or asset, whether real,
personal or mixed, or tangible or intangible, including, without limitation, cash, securities, accounts and contract rights. 

“Proposed Borrowing Base” has the meaning assigned to such term in Section 2.07(c)(i). 

“Proposed Borrowing Base Notice” has the meaning assigned to such term in Section 2.07(c)(ii). 

“Proved Oil and Gas Properties” means Hydrocarbon Interests to which Proved Reserves are attributed. 

“Proved Reserves” or “Proved” means collectively, “proved oil and gas reserves,” “proved
developed producing oil and gas reserves,” “proved developed non-producing oil and gas reserves” (consisting of proved developed shut-in oil and gas
reserves and proved developed behind pipe oil and gas reserves), and “proved undeveloped oil and gas reserves,” as such terms are defined by the SPE in its standards and guidelines. 

“PV-9” means, with respect to the Credit Parties’ Proved Oil and Gas Properties,
the net present value, discounted at 9% per annum, of the future net revenues expected to accrue to the Credit Parties’ collective interests in such Proved Reserves during the remaining expected economic lives of such reserves, calculated in
accordance with the most recent bank price deck of the Administrative Agent. 
 “Qualified ECP Guarantor” means, in respect
of any Swap Agreement, each Credit Party that (a) has total assets exceeding $10,000,000 at the time any guaranty of obligations under such Swap Agreement or grant of the relevant security interest becomes effective or (b) otherwise
constitutes an “eligible contract participant” under the Commodity Exchange Act and can cause another Person to qualify as an “eligible contract participant” at such time by entering into a keepwell under
Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. 
 “RCRA” has the meaning set forth in the definition of
“Environmental Laws”. 

  
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 “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. 

“Redetermination Date” means, with respect to any Scheduled Redetermination or any Interim Redetermination, the date that the
redetermined Borrowing Base related thereto becomes effective pursuant to Section 2.07(d). 
 “Reference Period” has the
meaning assigned to such term in the definition of “EBITDAX.” 
 “Register” has the meaning assigned such term in
Section 12.04(b)(iv). 
 “Regulation D” means Regulation D of the Board, as the same may be amended, supplemented or
replaced from time to time. 
 “Related Parties” means, with respect to any specified Person, such Person’s Affiliates
and the respective directors, officers, employees, agents and advisors (including attorneys, accountants and experts) of such Person and such Person’s Affiliates. 

“Release” means any depositing, spilling, leaking, pumping, pouring, placing, emitting, discarding, abandoning, emptying,
discharging, migrating, injecting, escaping, leaching, dumping, or disposing. 
 “Remedial Work” has the meaning assigned
such term in Section 8.10(a). 
 “Required Lenders” means, (a) at any time while no Loans or LC Exposure is
outstanding, Revolving Credit Lenders having greater than sixty-six and two-thirds percent (66 2⁄3%) of the total Revolving Credit Commitments; and (b) at any time while any Loans or LC Exposure is outstanding, Lenders holding greater than sixty-six and two-thirds percent (66 2⁄3%) of the sum of (i) the outstanding aggregate principal amount of the Loans and participation
interests in Letters of Credit (without regard to any sale by a Lender of a participation in any Loan under Section 12.04(c)) and (ii) the unused Revolving Credit Commitments; provided that the Revolving Credit Commitments and the
principal amount of the Loans and participation interests in Letters of Credit of the Defaulting Lenders (if any) shall be excluded from the determination of Required Lenders. 

“Required Revolving Credit Lenders” means, (a) at any time while no Revolving Loans or LC Exposure is outstanding,
Revolving Credit Lenders having at least sixty-six and two-thirds percent
(66 2⁄3%) of the Aggregate Maximum Revolving Credit Amounts; and (b) at any time while any Revolving Loans or LC Exposure is outstanding, Revolving Credit
Lenders holding at least sixty-six and two-thirds percent (66 2⁄3%) of the
outstanding aggregate principal amount of the Revolving Loans and participation interests in Letters of Credit (without regard to any sale by a Revolving Credit Lender of a participation in any Loan under Section 12.04(c)); provided
that the Maximum Revolving Credit Amounts and the principal amount of the Loans and participation interests in Letters of Credit of the Defaulting Lenders (if any) shall be excluded from the determination of the Required Revolving Credit Lenders.


  
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 “Reserve Report” means a report, in form and substance reasonably satisfactory
to the Administrative Agent, setting forth, as of the dates set forth in Section 8.12(a) (or such other date in the event of an Interim Redetermination), the Proved Reserves attributable to the Oil and Gas Properties of the Credit Parties that are
Qualified ECP Guarantors, together with a projection of the rate of production and future net income, taxes, operating expenses and capital expenditures with respect thereto as of such date, based upon the pricing assumptions consistent with the
Administrative Agent’s lending requirements at the time. 
 “Responsible Officer” means, as to any Person, the Chief
Executive Officer, the Chief Operating Officer, President, any Financial Officer or any Vice President of such Person. Unless otherwise specified, all references to a Responsible Officer herein shall mean a Responsible Officer of the Borrower. 

“Restricted Payment” means (a) any dividend or other distribution (whether in cash, securities or other Property) with
respect to any Equity Interests in the Borrower or any of its Subsidiaries, or any payment (whether in cash, securities or other Property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement,
acquisition, cancellation or termination of any such Equity Interests in the Borrower or any of its Subsidiaries or any option, warrant or other right to acquire any such Equity Interests in the Borrower or any of its Subsidiaries and (b) any
payment of management fees, advisory fees or similar fees by the Borrower or any Subsidiary to any holders of their Equity Interests or any Affiliates thereof. 

“Revolving Credit Commitment” means, with respect to each Revolving Credit Lender, the commitment of such Revolving Credit
Lender to make Revolving Loans and to acquire participations in Letters of Credit hereunder, expressed as an amount representing the maximum aggregate amount of such Revolving Credit Lender’s Revolving Credit Exposure hereunder, as such
commitment may be (a) modified from time to time pursuant to Section 2.06 and (b) modified from time to time pursuant to assignments by or to such Revolving Credit Lender pursuant to
Section 12.04. The amount representing each Revolving Credit Lender’s Revolving Credit Commitment shall at any time be the lesser of such Revolving Credit Lender’s Maximum Revolving Credit Amount and such
Revolving Credit Lender’s Applicable Revolving Credit Percentage of the then effective Borrowing Base. The total Revolving Credit Commitment is the aggregate amount of the Revolving Credit Commitments of all the Revolving Credit Lenders. 

“Revolving Credit Commitment Fee Rate” has the meaning set forth in the definition of “Applicable Margin”. 

“Revolving Credit Exposure” means, with respect to any Revolving Credit Lender at any time, the sum of the outstanding
principal amount of such Revolving Credit Lender’s Revolving Loans and its LC Exposure at such time. 
 “Revolving Credit
Lenders” means, collectively, all of the Lenders with a Revolving Credit Commitment, and “Revolving Credit Lender” means any of them individually. 

  
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 “Revolving Credit Notes” means the promissory notes of the Borrower described in
Section 2.02(d) evidencing the Revolving Loans and being substantially in the form of Exhibit A-2, together with all amendments, modifications, replacements, extensions and rearrangements thereof. 

“Revolving Loan” means any revolving loan made to the Borrower pursuant to Article II, and “Revolving
Loans” means, collectively, two or more such revolving loans, as the context requires. 
 “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. 

“Sanctioned Country” means, at any time, a country, region or territory which is itself the subject or target of any
Sanctions (as of the Effective Date, Crimea, Cuba, Iran, North Korea, Sudan and Syria). 
 “Sanctioned Person” means, at
any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC or the U.S. Department of State, (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person owned or
controlled by any such Person or Persons described in the foregoing clauses (a) or (b). 
 “Sanctions” means all
economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government, including those administered by OFAC or the U.S. Department of State. 

“Scheduled Redetermination” has the meaning assigned such term in Section 2.07(b). 

“Scheduled Redetermination Date” means the date on which a Borrowing Base that has been redetermined pursuant to a Scheduled
Redetermination becomes effective as provided in Section 2.07(d). 
 “SEC” means the Securities and Exchange Commission or
any successor Governmental Authority. 
 “Secured Parties” means, collectively, the Administrative Agent, the Lenders, the
Issuing Bank, the Bank Products Providers and Secured Swap Providers, and “Secured Party” means any of them individually. 

“Secured Swap Provider” means any (a) Person that is a party to a Swap Agreement with the Borrower or any of its
Subsidiaries that entered into such Swap Agreement before or while such Person was a Lender or an Affiliate of a Lender, whether or not such Person at any time ceases to be a Lender or an Affiliate of a Lender, as the case may be, or
(b) assignee of any Person described in clause (a) above so long as such assignee is a Lender or an Affiliate of a Lender. 

“Securities Account” shall have the meaning set forth in Article 8 of the UCC. 

  
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 “Security Agreement” means a Pledge and Security Agreement among the Borrower,
the Guarantors and the Administrative Agent in substantially the form of Exhibit G (or otherwise in form and substance reasonably acceptable to the Administrative Agent) granting Liens and a security interest on the Credit
Parties’ personal property constituting Collateral (as defined therein) in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Indebtedness, as the same may be amended, modified, supplemented or restated from
time to time. 
 “Security Instruments” means the Guaranty Agreement, the Security Agreement, mortgages, deeds of trust and
other agreements, instruments or certificates described or referred to in Exhibit E, and any and all other agreements, instruments, consents or certificates now or hereafter executed and delivered by the Borrower or any
other Person (other than Swap Agreements with any Lender or any Affiliate of a Lender, agreements with any Bank Products Provider in connection with any Bank Products or participation or similar agreements between any Lender and any other lender or
creditor with respect to any Indebtedness pursuant to this Agreement) in connection with, or as security for the payment or performance of the Indebtedness, the Notes, this Agreement, or reimbursement obligations under the Letters of Credit, as such
agreements may be amended, modified, supplemented or restated from time to time. 
 “SPE” means the Society of Petroleum
Engineers. 
 “Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one
and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the Administrative
Agent is subject with respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such
Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender
under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage. 

“subsidiary” means, with respect to any Person (the “parent”) at any date, any other Person the accounts of
which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other Person (a) of which Equity
Interests representing more than 50% of the equity or more than 50% of the ordinary voting power (irrespective of whether or not at the time Equity Interests of any other class or classes of such Person shall have or might have voting power by
reason of the happening of any contingency) or, in the case of a partnership, any general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise Controlled, by the parent or one or more
subsidiaries of the parent or by the parent and one or more subsidiaries of the parent. 
 “Subsidiary” means any
subsidiary of the Borrower. 

  
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 “Supermajority Revolving Credit Lenders” means, (a) at any time while no
Loans or LC Exposure is outstanding, Revolving Credit Lenders having greater than eighty percent (80%) of the Aggregate Maximum Revolving Credit Amounts; and (b) at any time while any Revolving Loans or LC Exposure is outstanding, Revolving
Credit Lenders holding greater than eighty percent (80%) of the outstanding aggregate principal amount of the Revolving Loans and participation interests in Letters of Credit (without regard to any sale by a Lender of a participation in any Loan
under Section 12.04(c)); provided that the Maximum Revolving Credit Amounts and the principal amount of the Loans and participation interests in Letters of Credit of the Defaulting Lenders (if any) shall be excluded from the
determination of Supermajority Revolving Credit Lenders. 
 “Swap Agreement” means any agreement with respect to any swap,
put, forward, future or derivative transaction or option or similar agreement, whether exchange traded, “over-the-counter” or otherwise, involving, or settled
by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any
combination of these transactions (including any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act); provided that no phantom stock or similar plan
providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Borrower or its Subsidiaries shall be a Swap Agreement. 

“Swap Termination Value” means, in respect of any one or more Swap Agreements, after taking into account the effect of any
legally enforceable netting agreement relating to such Swap Agreements, (a) for any date on or after the date such Swap Agreements have been closed out and termination value(s) determined in accordance therewith, such termination value(s) and
(b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Agreements, as determined by
the counterparties to such Swap Agreements. 
 “Synthetic Leases” means, in respect of any Person, all leases which shall
have been, or should have been, in accordance with GAAP, treated as operating leases on the financial statements of the Person liable (whether contingently or otherwise) for the payment of rent thereunder and which were properly treated as
indebtedness for borrowed money for purposes of United States federal income taxes, if the lessee in respect thereof is obligated to either purchase for an amount in excess of, or pay upon early termination an amount in excess of, 80% of the
residual value of the Property subject to such operating lease upon expiration or early termination of such lease. 

“Taxes” means any and all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup
withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto. 

“Term Lenders” means, collectively, all of the Lenders that hold Term Loans, and “Term Lender” means any of
them individually. 

  
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 “Term Loan Notes” means the promissory notes of the Borrower described in
Section 2.02(d) evidencing the Term Loans and being substantially in the form of Exhibit A-1, together with all amendments, modifications, replacements, extensions and rearrangements thereof.

 “Term Loans” means the term loans deemed to have been made to the Borrower by the Term Lenders on the Effective Date
pursuant to Article II as part of the restructuring and rearrangement of the Prepetition Borrowers’ debt under the Prepetition Credit Agreement, or any portion thereof, as the context requires. 

“Termination Date” means the earlier of the Maturity Date and the date of termination of the Revolving Credit Commitments.

 “Threshold Amount” means $10,000,000. 

“Total Debt” means, at any date, all Debt of the Borrower and the Consolidated Subsidiaries on a consolidated basis,
excluding (a) non-cash obligations under ASC 815 and (b) accounts payable and other accrued liabilities (for the deferred purchase price of Property or services) from time to time incurred in
the ordinary course of business which are not greater than ninety (90) days past the date of receipt of the invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been
maintained in accordance with GAAP. 
 “Total Proved PV-10” means the net present
value, discounted at 10% per annum, of the future net revenues expected to accrue to the Credit Parties’ collective interests in proved Oil and Gas Properties during the remaining expected economic lives of such proved Oil and Gas Properties.
Each calculation of such expected future net revenues shall be made in accordance with SEC guidelines for reporting Proved Reserves; provided that in any event (a) appropriate deductions shall be made for severance and ad valorem taxes,
and for operating, gathering, transportation and marketing costs required for the production and sale of such Oil and Gas Properties, (b) the pricing assumptions used in determining Total Proved PV-10 for
any Oil and Gas Properties shall be based upon the 90-day average NYMEX strip pricing and the Total Proved PV-10 shall be adjusted on a consolidated basis (and not on
the basis of individual wells or Oil and Gas Properties) in a manner reasonably acceptable to Administrative Agent to reflect the Credit Parties’ Swap Agreements then in effect, (c) the cash flows derived from the pricing assumptions set
forth in clause (b) above shall be further adjusted to account for the historical basis differential in a manner reasonably acceptable to the Administrative Agent, and (d) Total Proved PV-10 shall be
calculated using the reserve engineering information contained in the Reserve Report with an “as of” date that is the same as the applicable Asset Coverage Ratio test date; provided, however, that for purposes of the
calculation of Total Proved PV-10, no more than 40% of the Total Proved PV-10 shall be attributable to Oil and Gas Properties described in the Reserve Report that
constitute proved developed nonproducing reserves and proved undeveloped reserves. 
 “Transactions” means, with respect to
(a) the Borrower, the execution, delivery and performance by the Borrower of this Agreement and each other Loan Document to which it is a party, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit
hereunder, and the grant of Liens by the Borrower on the Mortgaged Properties pursuant 

  
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to the Security Instruments and (b) each Guarantor, the execution, delivery and performance by such Guarantor of each Loan Document to which it is a party, the guaranteeing of the
Indebtedness and the other obligations under the Guaranty Agreement by such Guarantor and such Guarantor’s grant of Liens on the Mortgaged Properties pursuant to the Security Instruments. 

“Triggering Disposition” means any sale or other disposition of any Oil and Gas Properties (including Casualty Events but
excluding any sale or other disposition of any Oil and Gas Properties to a Credit Party) and any termination or other liquidation of any commodity Swap Agreements (or any sale of Equity Interests in a Subsidiary that owns Oil and Gas Properties or
is a party to commodity Swap Agreements (excluding, in each case, any sale of Equity Interests to a Credit Party)) if the aggregate Borrowing Base value (which, for purposes hereof, shall mean the value the Administrative Agent attributed in its
sole discretion, but consistent with its customary oil and gas lending criteria as it exists at a particular time, to such Oil and Gas Property or Swap Agreement for purposes of the most recent determination of the Borrowing Base), if any, of such
Oil and Gas Properties directly or indirectly sold or disposed of and Swap Agreements directly or indirectly terminated or otherwise liquidated (inclusive of the Oil and Gas Properties or Swap Agreements then being sold or liquidated) (a) prior
to the First Scheduled Borrowing Base Date, either (i) during any period of six consecutive calendar months, exceeds 5% of the Borrowing Base that was in effect on the first day of such period or (ii) during the period from the Effective
Date to the First Scheduled Borrowing Base Date, exceeds 10% of the Borrowing Base in effect on the Effective Date or (b) from and after the First Scheduled Borrowing Base Date, during any period between Redetermination Dates, exceeds 5% of the
then effective Borrowing Base. 
 “Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of
interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Alternate Base Rate or the Adjusted LIBO Rate. 

“UCC” means the Uniform Commercial Code, as in effect from time to time, of the State of Texas 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 Mortgaged Property. 

“U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code. 

“U.S. Tax Compliance Certificate” has the meaning set forth in Section 5.03(f). 

“USA Patriot Act” means the USA PATRIOT ACT (Title III of Pub. L. 107-56 (signed into
law October 26, 2001)). 
 “Wholly-Owned Subsidiary” means any Subsidiary of which all of the outstanding Equity
Interests (other than any directors’ qualifying shares mandated by applicable law), on a fully-diluted basis, are owned by the Borrower or one or more of the Wholly-Owned Subsidiaries or are owned by the Borrower and one or more of the
Wholly-Owned Subsidiaries. 

  
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 “Withholding Agent” means any Credit Party or the Administrative Agent. 

“Write-Down and Conversion Powers” means, 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. 
 Section 1.03    Types of Loans and
Borrowings. For purposes of this Agreement, Loans and Borrowings, respectively, may be classified and referred to by Type (e.g., a “Eurodollar Loan” or a “Eurodollar Borrowing”), by Class (e.g. “Term
Loan” or a “Term Borrowing”), or by Class and Type (e.g. a “Eurodollar Term Loan” or a “Eurodollar Term Borrowing”). 

Section 1.04    Terms Generally; Rules of Construction. The definitions of terms herein shall apply
equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and
“including” as used in this Agreement shall be deemed to be followed by the phrase “without limitation”. The word “will” as used in this Agreement 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, restated or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth in the Loan Documents), (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 Documents), (d) the words “herein”, “hereof” and “hereunder”, and words of similar import as used in this Agreement, 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” as used in this Agreement 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. No provision of this Agreement
or any other Loan Document shall be interpreted or construed against any Person solely because such Person or its legal representative drafted such provision. 

Section 1.05    Accounting Terms and Determinations; GAAP. Unless otherwise specified herein, all accounting
terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative
Agent or the Lenders hereunder shall be prepared, in accordance with GAAP (subject to the impact of fresh start accounting), applied on a basis consistent with the Financial Statements 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 the Lenders pursuant to Section 8.01(a); provided that, unless the Borrower and
the Majority Lenders shall otherwise agree in writing, no such change shall modify or affect the manner in which compliance with the covenants contained herein is computed such that all such computations shall be conducted utilizing financial
information presented consistently with prior periods. 

  
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 ARTICLE II 

THE CREDITS 

Section 2.01    Term Loans and Revolving Credit Commitments. 

(a)    Term Loans. Subject to the terms and conditions set forth herein, each Term Lender severally agrees to
restructure and rearrange a portion of the Debt owing to it under the Prepetition Credit Agreement as a Term Loan hereunder in an amount for each such Term Lender equal to such Term Lender’s Applicable Term Loan Percentage of $150,000,000. Such
Term Loans shall be deemed to be made in a single draw on the Effective Date and, once repaid or prepaid, in whole or in part, may not be reborrowed. No Term Lender shall have any commitment to make any Term Loans other than as described in this
Section 2.01(a). 
 (b)    Revolving Credit Commitment. Subject to the terms and conditions set forth herein,
each Revolving Credit Lender agrees to make Revolving Loans to the Borrower during the Availability Period in an aggregate principal amount that will not result in (i) such Revolving Credit Lender’s Revolving Credit Exposure exceeding such
Revolving Credit Lender’s Revolving Credit Commitment or (ii) the total Revolving Credit Exposures exceeding the total Revolving Credit Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the
Borrower may borrow, repay and reborrow the Revolving Loans. 
 Section 2.02    Loans and Borrowings. 

(a)    Borrowings; Several Obligations. Each Loan shall be made as part of a Borrowing consisting of Loans made or
deemed made by the Lenders ratably in accordance with their respective Applicable Revolving Credit Percentages and Applicable Term Loan Percentages, as applicable. The failure of any Lender to make any Loan required to be made by it shall not
relieve any other Lender of its obligations hereunder; provided that the Revolving Credit Commitments are several and no Revolving Credit Lender shall be responsible for any other Revolving Credit Lender’s failure to make Revolving Loans
as required. 
 (b)    Types of Loans. Subject to Section 3.03, each Borrowing shall be comprised entirely
of ABR Loans or Eurodollar Loans as the Borrower may request in accordance herewith. Each Lender at its option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that
any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. 

(c)    Minimum Amounts; Limitation on Number of Borrowings. At the commencement of each Interest Period for any
Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $250,000 and not less than $500,000. At the time that each ABR Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral
multiple of $100,000 and not less than $200,000; provided that an ABR Borrowing 

  
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of a Revolving Loan may be in an aggregate amount that is equal to the entire unused balance of the total Revolving Credit Commitments or that is required to finance the reimbursement of an LC
Disbursement as contemplated by Section 2.08(e). Borrowings of more than one Type may be outstanding at the same time, provided that there shall not at any time be more than a total of six (6) Eurodollar Borrowings outstanding.
Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date. 

(d)    Notes. If requested by a Lender, the Term Loan and Revolving Loans, as applicable, made by such Lender shall
be evidenced by a Term Loan Note or Revolving Credit Note, as applicable, of the Borrower in substantially the form of Exhibit A-1 and Exhibit A-2,
respectively, in each case dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the date of this Agreement, or (ii) any Lender that becomes a party hereto pursuant to an Assignment and Assumption, as of
the effective date of the Assignment and Assumption, each payable to such Lender or its registered assigns in a principal amount equal to the principal amount of the Term Loan held by such Term Lender or its Maximum Revolving Credit Amount, as
applicable, as in effect on such date, and otherwise duly completed. In the event that any Revolving Credit Lender’s Maximum Revolving Credit Amount increases or decreases for any reason (whether pursuant to
Section 2.06, Section 12.04(b) or otherwise), the Borrower shall, upon request of such Revolving Credit Lender, deliver or cause to be delivered, to the extent such Revolving Credit Lender is then holding a Revolving
Credit Note, on the effective date of such increase or decrease, a new Revolving Credit Note, payable to such Revolving Credit Lender or its registered assigns in a principal amount equal to its Maximum Revolving Credit Amount after giving effect to
such increase or decrease, and otherwise duly completed. In the event any Term Lender’s share of the outstanding Term Loans increases for any reason (whether pursuant to Section 12.04(b) or otherwise), the Borrower shall, upon request of
such Term Lender, deliver or cause to be delivered, to the extent such Term Lender is then holding a Term Loan Note, on the effective date of such increase, a new Term Loan Note payable to such Term Lender or its registered assigns in a principal
amount equal to its outstanding Term Loans as of such date. The date, amount, Type, interest rate and, if applicable, Interest Period of each Term Loan and Revolving Loan made by each Lender, and all payments made on account of the principal
thereof, shall be recorded by such Lender on its books for its Term Loan Note and Revolving Credit Note, as applicable. Failure to make any such recordation shall not affect any Lender’s or the Borrower’s rights or obligations in respect
of such Loans or affect the validity of any transfer by any Lender of its Term Loan Note and/or Revolving Credit Note. 

Section 2.03    Requests for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative
Agent of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later
than 1:00 p.m., New York City time, one Business Day before the date of the proposed Borrowing; provided that no such notice shall be required for any deemed request of an ABR Borrowing to finance the reimbursement of an LC Disbursement as
provided in Section 2.08(e). Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or fax 

  
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or other electronic communication subject to Section 12.01(b) to the Administrative Agent of a written Borrowing Request in substantially the form of Exhibit B
and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: 

(a)    the aggregate amount of the requested Borrowing (and, with respect to any Borrowing Request on the Effective Date,
the amount of the requested Term Loan Borrowing and the amount of the requested Revolving Loan Borrowing); 
 (b)    the
date of such Borrowing, which shall be a Business Day; 
 (c)    whether such Borrowing is to be an ABR Borrowing or a
Eurodollar Borrowing; 
 (d)    in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable
thereto, which shall be a period contemplated by the definition of the term “Interest Period”; 
 (e)    the
amount of the then effective Borrowing Base, the current total Revolving Credit Exposures (without regard to the requested Borrowing) and the pro forma total Revolving Credit Exposures (giving effect to the requested Borrowing); 

(f)    certifying that, if the principal amount of such Borrowing plus the aggregate amount of cash and Cash Equivalents
of the Credit Parties at the time of such Borrowing (before giving effect thereto) exceeds the Excess Cash Threshold, then (i) the proceeds of the Borrowing will be used as set forth on an exhibit to such Borrowing Request within three
(3) Business Days of the date of such Borrowing (which use of proceeds shall be for a purpose other than cash on the balance sheet) and (ii) after giving effect to such use of proceeds, the Credit Parties will not have any Excess Cash; and

 (g)    the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply
with the requirements of Section 2.05. 
 If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR
Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Each Borrowing Request shall constitute a
representation by the Borrower that the amount of the requested Borrowing shall not cause (x) the total Revolving Credit Exposures to exceed the total Revolving Credit Commitments (i.e., the lesser of the Aggregate Maximum Revolving Credit
Amounts and the then effective Borrowing Base) or (y) the total outstanding Term Loans to exceed $150,000,000. 
 Promptly following receipt of a
Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Revolving Credit Lender or each Term Lender, as applicable, of the details thereof and of the amount of such Lender’s Loan to be made as
part of the requested Borrowing. 

  
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 Section 2.04    Interest Elections. 

(a)    Conversion and Continuance. Each Borrowing initially shall be of the Type specified in the applicable
Borrowing Request and, in the case of a Eurodollar Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such
Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section 2.04. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which
case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. 

(b)    Interest Election Requests. To make an election pursuant to this Section 2.04, the Borrower shall
notify the Administrative Agent of such election by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower were requesting a Borrowing of the Type resulting from such election to be made on the
effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or fax or other electronic communication subject to Section 12.01(b) to the Administrative Agent of
a written Interest Election Request in substantially the form of Exhibit C and signed by the Borrower. 

(c)    Information in Interest Election Requests. Each telephonic and written Interest Election Request shall
specify the following information in compliance with Section 2.02: 
 (i)    the Borrowing to which
such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant
to Section 2.04(c)(iii) and (iv) shall be specified for each resulting Borrowing); 
 (ii)    the
effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day; 

(iii)    whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and 

(iv)    if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto
after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. 
 If any such
Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. 

(d)    Notice to Lenders by the Administrative Agent. Promptly following receipt of an Interest Election Request,
the Administrative Agent shall advise each Term Lender and/or Revolving Credit Lender, as applicable, of the details thereof and of such Lender’s portion of each resulting Borrowing. 

  
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 (e)    Effect of Failure to Deliver Timely Interest Election Request and
Events of Default on Interest Election. If the Borrower fails to deliver a timely Interest Election Request with respect to a Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid
as provided herein, at the end of such Interest Period such Borrowing shall be converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing: (i) no outstanding Borrowing may
be converted to or continued as a Eurodollar Borrowing (and 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) unless
repaid, each Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto. 

Section 2.05    Funding of Borrowings. 

(a)    Funding by Revolving Credit Lenders. Each Revolving Credit Lender shall make each Revolving Loan to be made
by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 1:00 p.m., New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Revolving
Credit Lenders. The Administrative Agent will make such Revolving Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to an account of the Borrower maintained with the Administrative Agent and designated by
the Borrower in the applicable Borrowing Request; provided that ABR Loans that are Revolving Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.08(e) shall be remitted by the Administrative Agent to the
Issuing Bank. Nothing herein shall be deemed to obligate any Revolving Credit Lender to obtain the funds for its Loan in any particular place or manner or to constitute a representation by any Revolving Credit Lender that it has obtained or will
obtain the funds for its Revolving Loan in any particular place or manner. 
 (b)    Presumption of Funding by the
Revolving Credit Lenders. Unless the Administrative Agent shall have received notice from a Revolving Credit Lender prior to the proposed date of any Borrowing that such Revolving Credit Lender will not make available to the Administrative Agent
such Revolving Credit Lender’s share of such Borrowing, the Administrative Agent may assume that such Revolving Credit Lender has made such share available on such date in accordance with Section 2.05(a) and may, in reliance upon such
assumption, make available to the Borrower a corresponding amount. In such event, if a Revolving Credit Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Revolving Credit
Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding
the date of payment to the Administrative Agent, at (i) in the case of such Revolving Credit Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on
interbank compensation or (ii) in the case of the Borrower, the interest rate applicable to ABR Loans that are Revolving Loans that such Revolving Credit Lender failed to fund. If the Borrower and such Revolving Credit Lender shall pay such
interest to the Administrative Agent 

  
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for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Revolving Credit
Lender pays its share of the applicable Borrowing to the Administrative Agent, then such amount shall constitute such Revolving Credit Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim
the Borrower may have against a Revolving Credit Lender that shall have failed to make such payment to the Administrative Agent. 

Section 2.06    Termination and Reduction of Revolving Credit Commitments and Aggregate Maximum Revolving Credit
Amounts. 
 (a)    Scheduled Termination of Revolving Credit Commitments. Unless previously terminated, the
Revolving Credit Commitments shall terminate on the Maturity Date. If at any time the Aggregate Maximum Revolving Credit Amounts or the Borrowing Base is terminated or reduced to zero, then the Revolving Credit Commitments shall terminate on the
effective date of such termination or reduction. 
 (b)    Optional Termination and Reduction of Aggregate Maximum
Revolving Credit Amounts. 
 (i)    The Borrower may at any time terminate, or from time to time
reduce, the Aggregate Maximum Revolving Credit Amounts without payment of any premium or penalty subject to Section 5.02; provided that (A) each reduction of the Aggregate Maximum Revolving Credit Amounts shall
be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 and (B) the Borrower shall not terminate or reduce the Aggregate Maximum Revolving Credit Amounts if, (1) after giving effect to any concurrent
prepayment of the Revolving Loans in accordance with Section 3.04(c), the total Revolving Credit Exposures would exceed the total Revolving Credit Commitments or (2) the Aggregate Maximum Revolving Credit Amount would be less than
$5,000,000 (unless, with respect to this clause (2), the Aggregate Maximum Revolving Credit Amounts are reduced to $0). 

(ii)    The Borrower shall notify the Administrative Agent of any election to terminate or reduce the
Aggregate Maximum Revolving Credit Amounts under Section 2.06(b)(i) at least three 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, the Administrative Agent shall advise the Revolving Credit Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.06(b)(ii) shall be irrevocable; provided that a notice of termination of the
Aggregate Maximum Revolving Credit Amounts delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the
Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Aggregate Maximum Revolving Credit Amounts shall be permanent and may not be reinstated. Each reduction of the
Aggregate Maximum Revolving Credit Amounts shall be made ratably among the Revolving Credit Lenders in accordance with each Revolving Credit Lender’s Applicable Revolving Credit Percentage. 

  
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 Section 2.07    Borrowing Base. 

(a)    Initial Borrowing Base. For the period from and including the Effective Date to but excluding the first
Redetermination Date, the amount of the Borrowing Base shall be $225,000,000. Notwithstanding the foregoing, the Borrowing Base may be subject to further adjustments prior to the first Redetermination Date from time to time pursuant to Section
2.07(e), Section 2.07(f), or Section 8.13(c). 
 (b)    Scheduled and Interim Redeterminations. The Borrowing
Base shall be redetermined semi-annually in accordance with this Section 2.07 (a “Scheduled Redetermination”), and, subject to Section 2.07(d), such redetermined Borrowing Base shall become effective and applicable to the
Borrower, the Agents, the Issuing Bank and the Revolving Credit Lenders on May 1st and November 1st of each year (or, in each case, such date promptly thereafter as reasonably practicable), commencing May 1, 2018. In addition, the Borrower may,
by notifying the Administrative Agent thereof, and the Administrative Agent may on its own initiative or at the direction of the Required Revolving Credit Lenders, by notifying the Borrower thereof, one time between Scheduled Redeterminations, each
elect to cause the Borrowing Base to be redetermined between Scheduled Redeterminations (an “Interim Redetermination”) in accordance with this Section 2.07; provided that no Interim Redetermination may be requested by
any party prior to the First Scheduled Borrowing Base Date. 
 (c)    Scheduled and Interim Redetermination
Procedure. 
 (i)    Each Scheduled Redetermination and each Interim Redetermination shall be
effectuated as follows: upon receipt by the Administrative Agent of (A) the Reserve Report and the certificate required to be delivered by the Borrower to the Administrative Agent, in the case of a Scheduled Redetermination, pursuant to Section
8.12(a) and (c), and, in the case of an Interim Redetermination, pursuant to Section 8.12(b) and (c), and (B) such other reports, data and supplemental information, including, without limitation, the information provided pursuant to Section
8.12(c), as may, from time to time, be reasonably requested by the Required Revolving Credit Lenders (the Reserve Report, such certificate and such other reports, data and supplemental information being the “Engineering Reports”),
the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall, in its sole discretion acting in good faith, propose a new Borrowing Base (the “Proposed Borrowing Base”) based upon such
information and such other information (including, without limitation, the status of title information with respect to the Proved Oil and Gas Properties as described in the Engineering Reports and the existence of any other Debt, the Credit
Parties’ other assets, liabilities, fixed charges, cash flow, business, properties, prospects, management and ownership, hedged and unhedged exposure of the Credit Parties to price, price and production scenarios, interest rate and operating
cost changes) as the Administrative Agent deems appropriate in its sole discretion and consistent with its customary oil and gas lending criteria as it exists at the particular time. In no event shall the Proposed Borrowing Base exceed the Aggregate
Maximum Revolving Credit Amounts; 

  
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 (ii)    The Administrative Agent shall notify the Borrower
and the Revolving Credit Lenders of the Proposed Borrowing Base (the “Proposed Borrowing Base Notice”) after the Administrative Agent has received complete Engineering Reports from the Borrower and has had a reasonable opportunity
to determine the Proposed Borrowing Base in accordance with Section 2.07(c)(i); and 
 (iii)    Any
Proposed Borrowing Base that would increase the Borrowing Base then in effect must be approved by all of the Revolving Credit Lenders as provided in this Section 2.07(c)(iii); and any Proposed Borrowing Base that would decrease or maintain the
Borrowing Base then in effect must be approved or be deemed to have been approved by the Required Revolving Credit Lenders as provided in this Section 2.07(c)(iii), such approval in each case shall be in the Revolving Credit Lenders’ sole
credit discretion exercised in good faith. Upon receipt of the Proposed Borrowing Base Notice, each Revolving Credit Lender shall have fifteen (15) days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by
proposing an alternate Borrowing Base. If, in the case of any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, at the end of such fifteen (15) days, any Revolving Credit Lender has not communicated its
approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be an approval of the Proposed Borrowing Base. If, in the case of any Proposed Borrowing Base that would increase the Borrowing Base then in effect, at
the end of such fifteen (15) days, any Revolving Credit Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be a disapproval of the Proposed Borrowing Base. If, by the
end of such 15-day period, all of the Revolving Credit Lenders, in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, or the Required Revolving Credit Lenders, in the
case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, have approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Proposed Borrowing Base shall become
the new Borrowing Base, effective on the date specified in Section 2.07(d). If, however, at the end of such 15-day period, all of the Revolving Credit Lenders or the Required Revolving Credit Lenders, as
applicable, have not approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Administrative Agent shall poll the Revolving Credit Lenders to ascertain the highest Borrowing Base then acceptable to
(A) in the case of a decrease or reaffirmation, a number of Revolving Credit Lenders sufficient to constitute the Required Revolving Credit Lenders and (B) in the case of an increase, all of the Revolving Credit Lenders, and such amount
shall become the new Borrowing Base, effective on the date specified in Section 2.07(d). 
 (d)    Effectiveness of a
Redetermined Borrowing Base. After a redetermined Borrowing Base is approved or is deemed to have been approved by all of the Revolving Credit Lenders or the Required Revolving Credit Lenders, as applicable, pursuant to Section 2.07(c)(iii), the
Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the amount of the redetermined Borrowing Base (the “New Borrowing Base Notice”), and such amount shall become the new Borrowing Base, effective and
applicable to the Borrower, the Administrative Agent, the Issuing Bank and the Revolving Credit Lenders: 

  
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 (i)    in the case of a Scheduled Redetermination,
(A) if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.12(a) and (c) in a timely and complete manner, then on the May 1st or November 1st (or, in each case, such date promptly thereafter as reasonably practicable), as applicable, following such notice, or
(B) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.12(a) and (c) in a timely and complete manner, then on the Business Day next succeeding delivery
of such notice; and 
 (ii)    in the case of an Interim Redetermination, on the Business Day next
succeeding delivery of such notice. 
 Such amount shall then become the Borrowing Base until the next Scheduled Redetermination Date, the next Interim
Redetermination Date or the next adjustment to the Borrowing Base under Section 2.07(e), Section 2.07(f) or Section 8.13(c), whichever occurs first. Notwithstanding the foregoing, no Scheduled Redetermination or Interim Redetermination shall become
effective until the New Borrowing Base Notice related thereto is received by the Borrower. 
 (e)    Automatic
Reduction of Borrowing Base – Issuance of Permitted Senior Unsecured Debt. Upon any incurrence of Permitted Senior Unsecured Debt (other than Permitted Senior Unsecured Debt that refinances or replaces Term Loans hereunder or then existing
Permitted Senior Unsecured Debt, up to the principal amount of such Term Loans or then existing Permitted Senior Unsecured Debt that is refinanced or replaced), the Borrowing Base shall automatically be decreased by an amount equal to 25% of the
aggregate notional amount of such Permitted Senior Unsecured Debt issued at such time. Such decrease in the Borrowing Base shall occur automatically upon the incurrence of such Permitted Senior Unsecured Debt on the date of incurrence, without any
vote of the Revolving Credit Lenders or action by Administrative Agent. Upon any such reduction in the Borrowing Base, the Administrative Agent shall promptly deliver a New Borrowing Base Notice to the Borrower and the Revolving Credit Lenders. 

(f)    Automatic Reduction of Borrowing Base – Triggering Disposition. Upon the consummation of a Triggering
Disposition, the Borrowing Base shall automatically be decreased by an amount equal to the aggregate Borrowing Base value (as determined by the Administrative Agent and approved by the Required Revolving Credit Lenders in each case in their sole
discretion and consistent with their respective customary oil and gas lending criteria as it exists at the particular time) of the Oil and Gas Properties directly or indirectly sold or disposed of and Swap Agreements directly or indirectly
terminated, as applicable. Such decrease in the Borrowing Base shall occur automatically upon the consummation of such Triggering Disposition on the date of such Triggering Disposition, upon the approval of the Required Revolving Credit Lenders of
the amount of such reduction as set forth above. Upon any such reduction in the Borrowing Base, the Administrative Agent shall promptly deliver a New Borrowing Base Notice to the Borrower and the Revolving Credit Lenders. 

  
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 Section 2.08    Letters of Credit. 

(a)    General. Subject to the terms and conditions set forth herein, the Borrower may request the issuance of
dollar denominated Letters of Credit for its own account or for the account of any of its Subsidiaries, in a form reasonably acceptable to the Administrative Agent and the Issuing Bank, at any time and from time to time during the Availability
Period in an aggregate amount not to exceed the LC Commitment; provided that the Borrower may not request the issuance, amendment, renewal or extension of Letters of Credit hereunder if a Borrowing Base Deficiency exists at such time or would
exist as a result thereof. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower to, or entered into
by the Borrower with, the Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. Notwithstanding anything herein to the contrary, the Issuing Bank shall have no obligation hereunder to issue, and
shall not issue, any Letter of Credit (i) the proceeds of which would be made available to any Person (A) to fund any activity or business of or with any Sanctioned Person, or in any country or territory that, at the time of such funding,
is the subject of any Sanctions or (B) in any manner that would result in a violation of any Sanctions by any party to this Agreement, (ii) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms
purport to enjoin or restrain the Issuing Bank from issuing such Letter of Credit, or any Governmental Requirement relating to the Issuing Bank or any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, the issuance of
letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank is not otherwise compensated
hereunder) not in effect on the Effective Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which the Issuing Bank in good faith deems material to it or
(iii) if the issuance of such Letter of Credit would violate one or more policies of the Issuing Bank applicable to letters of credit generally under similar circumstances for similarly situated borrowers; provided that, notwithstanding
anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements or directives thereunder or issued in connection therewith or in the implementation thereof,
and (y) all requests, rules, guidelines, requirements or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign
regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed not to be in effect on the Effective Date for purposes of clause (ii) above, regardless of the date enacted, adopted, issued or implemented. 

(b)    Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. The Existing Letters of Credit shall
be deemed to have been issued hereunder as of the Effective Date. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or fax (or transmit by other
electronic communication subject to Section 12.01(b)) to the Issuing Bank and the Administrative Agent (not less than five (5) Business Days in advance of the requested date of issuance, amendment, renewal or extension (or such shorter period
of time as may be acceptable to the Administrative Agent and the Issuing Bank in its sole discretion exercised in good faith), a notice: 

(i)    requesting the issuance of a Letter of Credit or identifying the Letter of Credit to be amended,
renewed or extended; 

  
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 (ii)    specifying the date of issuance, amendment, renewal
or extension (which shall be a Business Day); 
 (iii)    specifying the date on which such Letter of
Credit is to expire (which shall comply with Section 2.08(c)); 
 (iv)    specifying the amount of such
Letter of Credit; 
 (v)    specifying the name and address of the beneficiary thereof and such other
information as shall be necessary to prepare, amend, renew or extend such Letter of Credit; and 

(vi)    specifying the amount of the then effective Borrowing Base and whether a Borrowing Base Deficiency
exists at such time, the current total Revolving Credit Exposures (without regard to the requested Letter of Credit or the requested amendment, renewal or extension of an outstanding Letter of Credit) and the pro forma total Revolving Credit
Exposures (giving effect to the requested Letter of Credit or the requested amendment, renewal or extension of an outstanding Letter of Credit). 
 Each
notice shall constitute a representation and warranty by the Borrower that after giving effect to the requested issuance, amendment, renewal or extension, as applicable, (A) the LC Exposure shall not exceed the LC Commitment and (B) the
total Revolving Credit Exposures shall not exceed the total Revolving Credit Commitments (i.e., the lesser of the Aggregate Maximum Revolving Credit Amounts and the then effective Borrowing Base). No letter of credit issued by the Issuing
Bank (if the Issuing Bank is not the Administrative Agent) shall be deemed to be a “Letter of Credit” issued under this Agreement unless the Issuing Bank has requested and received written confirmation from the Administrative Agent that
the representations by Borrower contained in the foregoing clauses (A) and (B) are true and correct. 
 If requested by the Issuing Bank, the
Borrower also shall submit a letter of credit application on the Issuing Bank’s standard form in connection with any request for a Letter of Credit; provided that, in the event of any conflict between such application or any Letter of
Credit Agreement and the terms of this Agreement, the terms of this Agreement shall control. 
 (c)    Expiration
Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one
year after such renewal or extension) and (ii) the date that is five Business Days prior to the Maturity Date. 

(d)    Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the
amount thereof) and without any further action on the part of the Issuing Bank or the Revolving Credit Lenders, the Issuing Bank hereby grants to each Revolving 

  
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Credit Lender, and each Revolving Credit Lender hereby acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Revolving Credit Lender’s Applicable Revolving
Credit Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender hereby absolutely and unconditionally agrees to pay to the Administrative
Agent, for the account of the Issuing Bank, such Revolving Credit Lender’s Applicable Revolving Credit Percentage (which, for this purpose, if any Defaulting Lender then exists, shall be calculated as such Revolving Credit Lender’s
percentage of the aggregate LC Exposure after giving effect to Section 2.09(a)(iv)) of each LC Disbursement made by the Issuing Bank and not reimbursed by the Borrower on the date due as provided in Section 2.08(e), or of any reimbursement payment
required to be refunded to the Borrower for any reason. Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.08(d) in respect of Letters of Credit is absolute and unconditional
and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default, the existence of a Borrowing Base Deficiency or reduction or termination
of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. 

(e)    Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the
Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 1:00 p.m., New York City time, on the date that such LC Disbursement is made, if the Borrower shall have
received notice of such LC Disbursement prior to 11:00 a.m., New York City time, on such date, or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 1:00 p.m., New York City time, on
(i) the Business Day that the Borrower receives such notice, if such notice is received prior to 11:00 a.m., New York City time, on the day of receipt, or (ii) the Business Day immediately following the day that the Borrower receives such
notice, if such notice is not received prior to such time on the day of receipt; provided that the Borrower shall, subject to the conditions to Borrowing set forth herein, be deemed to have requested, and the Borrower does hereby request
under such circumstances, that such payment be financed with an ABR Borrowing of a Revolving Loan in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the
resulting ABR Borrowing. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Credit Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such
Revolving Credit Lender’s Applicable Revolving Credit Percentage thereof (which, for this purpose, if any Defaulting Lender then exists, shall be calculated as such Revolving Credit Lender’s percentage of the aggregate LC Exposure after
giving effect to Section 2.09(a)(iv)). Promptly following receipt of such notice, each Revolving Credit Lender shall pay to the Administrative Agent its Applicable Revolving Credit Percentage (which, for this purpose, if any Defaulting Lender then
exists, shall be calculated as such Revolving Credit Lender’s percentage of the aggregate LC Exposure after giving effect to Section 2.09(a)(iv)) of the payment then due from the Borrower, in the same manner as provided in Section 2.05
with respect to Revolving Loans made by such Revolving Credit Lender (and Section 2.05 shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders), and the Administrative Agent shall promptly pay to the
Issuing Bank the amounts so received by it from the Revolving Credit Lenders. Promptly 

  
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following receipt by the Administrative Agent of any payment from the Borrower pursuant to this Section 2.08(e), the Administrative Agent shall distribute such payment to the Issuing Bank or, to
the extent that Revolving Credit Lenders have made payments pursuant to this Section 2.08(e) to reimburse the Issuing Bank, then to such Revolving Credit Lenders and the Issuing Bank as their interests may appear. Any payment made by a Revolving
Credit Lender pursuant to this Section 2.08(e) to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Loans as contemplated above) shall not constitute a Revolving Loan and shall not relieve the Borrower of its
obligation to reimburse such LC Disbursement. 
 (f)    Obligations Absolute. The Borrower’s obligation to
reimburse LC Disbursements as provided in Section 2.08(e) shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of
(i) any lack of validity or enforceability of any Letter of Credit, any Letter of Credit Agreement or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be
forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply
with the terms of such Letter of Credit or any Letter of Credit Agreement, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.08(f),
constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder. Neither the Administrative Agent, the Lenders nor the Issuing Bank, nor any of their Related Parties shall have any
liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding
sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any
error in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Bank; provided that the foregoing shall not be construed to excuse the Issuing Bank from liability to the Borrower to the
extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by the Issuing Bank’s failure to
exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of the
Issuing Bank (as finally determined by a court of competent jurisdiction), the Issuing Bank shall be deemed to have exercised all requisite care in each such determination. In furtherance of the foregoing and without limiting the generality thereof,
the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the Issuing Bank may, in its sole discretion, either accept and make payment upon such
documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such
Letter of Credit. 
 (g)    Disbursement Procedures. The Issuing Bank shall, promptly following its receipt
thereof, examine all documents purporting to represent a demand for payment under a 

  
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Letter of Credit. The Issuing Bank shall promptly notify the Administrative Agent and the Borrower by telephone (confirmed by fax or other electronic communication subject to Section
12.01(b)) of such demand for payment and whether the Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to
reimburse the Issuing Bank and the Revolving Credit Lenders with respect to any such LC Disbursement. 

(h)    Interim Interest. If the Issuing Bank shall make any LC Disbursement, then, until the Borrower shall have
reimbursed the Issuing Bank for such LC Disbursement (either with its own funds or a Borrowing under Section 2.08(e)), the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but
excluding the date that the Borrower reimburses such LC Disbursement, at the rate per annum then applicable to ABR Loans that are Revolving Loans. Interest accrued pursuant to this Section 2.08(h) shall be for the account of the Issuing Bank, except
that interest accrued on and after the date of payment by any Revolving Credit Lender pursuant to Section 2.08(e) to reimburse the Issuing Bank shall be for the account of such Revolving Credit Lender to the extent of such payment. 

(i)    Replacement of the Issuing Bank. The Issuing Bank may be replaced at any time by written agreement among the
Borrower, the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Revolving Credit Lenders of any such replacement of the Issuing Bank. At the time any such replacement shall
become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 3.05(b). From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all
the rights and obligations of the Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any
previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the replacement of the Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the
rights and obligations of the Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit. 

(j)    Cash Collateralization. If (i) any Event of Default shall occur and be continuing and the Borrower
receives notice from the Administrative Agent or the Required Revolving Credit Lenders demanding the deposit of cash collateral pursuant to this Section 2.08(j) or (ii) the Borrower is required to pay to the Administrative Agent the excess
attributable to an LC Exposure in connection with any prepayment pursuant to Section 3.04(c), then the Borrower shall deposit, in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders,
an amount in cash equal to (A) in the case of an Event of Default, the LC Exposure and (B) in the case of a payment required by Section 3.04(c), the amount of such excess as provided in Section 3.04(c), as of such date plus any accrued and
unpaid interest thereon; provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the
occurrence of any Event of Default with respect to the Borrower or any Subsidiary described in Section 10.01(h) or Section 10.01(i). The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing


  
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Bank and the Lenders, an exclusive first priority and continuing perfected security interest in and Lien on such account and all cash, checks, drafts, certificates and instruments, if any, from
time to time deposited or held in such account, all deposits or wire transfers made thereto, any and all investments purchased with funds deposited in such account, all interest, dividends, cash, instruments, financial assets and other Property from
time to time received, receivable or otherwise payable in respect of, or in exchange for, any or all of the foregoing, and all proceeds, products, accessions, rents, profits, income and benefits therefrom, and any substitutions and replacements
therefor. The Borrower’s obligation to deposit amounts pursuant to this Section 2.08(j) shall be absolute and unconditional, without regard to whether any beneficiary of any such Letter of Credit has attempted to draw down all or a portion of
such amount under the terms of a Letter of Credit, and, to the fullest extent permitted by applicable law, shall not be subject to any defense or be affected by a right of set-off, counterclaim or recoupment
which the Borrower or any of its Subsidiaries may now or hereafter have against any such beneficiary, the Issuing Bank, the Administrative Agent, the Lenders or any other Person for any reason whatsoever. Such deposit shall be held as collateral
securing the payment and performance of the Borrower’s and the Guarantor’s obligations under this Agreement and the other Loan Documents. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of
withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such
deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Bank for LC Disbursements for which it
has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated, be applied to
satisfy other obligations of the Borrower and the Guarantors under this Agreement or the other Loan Documents. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, and
the Borrower is not otherwise required to pay to the Administrative Agent the excess attributable to an LC Exposure in connection with any prepayment pursuant to Section 3.04(c), then such amount (to the extent not applied as aforesaid) shall be
returned to the Borrower within three Business Days after all Events of Default have been cured or waived. 

(k)    Defaulting Lenders. If, at any time, a Defaulting Lender exists hereunder, then, within one
(1) Business Day following the written request of the Issuing Bank, the Borrower shall cash collateralize the Fronting Exposure of the Issuing Bank with respect to such Defaulting Lender (determined after giving effect to Section
2.09(a)(iv) and any cash collateral provided by such Defaulting Lender) with respect to the Defaulting Lender in an amount equal to the lesser of (x) the amount of such Fronting Exposure and (y) an amount otherwise agreeable to the
Issuing Bank and the Administrative Agent in their sole discretion. 
 (i)    Grant of Security
Interest. The Borrower and, to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to the Administrative Agent, for the benefit of the Issuing Bank, and agrees to maintain, a first priority security interest in
all such cash collateral as security for (A) in the case of the Defaulting Lender, the Defaulting Lender’s obligation to fund participations in respect of 

  
 47 








 
LC Exposure, to be applied pursuant to clause (ii) below and (B) in the case of the Borrower, its obligations hereunder to reimburse the LC Exposure for which such Defaulting Lender is
obligated as a participant. Borrower or such Defaulting Lender, as applicable, shall execute any documents and agreements, including the Administrative Agent’s standard form assignment of deposit accounts, that the Administrative Agent
reasonably requests in connection therewith to establish such cash collateral account and to grant the Administrative Agent, for the benefit of the Issuing Bank, a first priority security interest in such account and the funds therein. If at any
time the Administrative Agent determines that cash collateral is subject to any right or claim of any Person other than the Administrative Agent and the Issuing Bank as herein provided, or that the total amount of such cash collateral is less than
the amount required above, the Borrower will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional cash collateral in an amount sufficient to eliminate such deficiency (after giving effect to any
cash collateral provided by the Defaulting Lender). 
 (ii)    Application. Notwithstanding
anything to the contrary contained in this Agreement, cash collateral provided by a Defaulting Lender under this Section 2.08(k) or Section 2.09 in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting
Lender’s obligation to fund participations in respect of LC Exposure (including, as to cash collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the cash collateral was so provided, prior to any other
application of such property as may otherwise be provided for herein. 
 (iii)    Termination of
Requirement. Cash collateral (or the appropriate portion thereof) provided to reduce the Issuing Bank’s Fronting Exposure shall no longer be required to be held as cash collateral pursuant to this Section 2.08(k) following (A) the
elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Revolving Credit Lender), or (B) the determination by the Administrative Agent and the Issuing Bank that there exists
excess cash collateral; provided that, subject to Section 2.09, (x) the Issuing Bank may determine in its sole discretion that cash collateral provided by a Defaulting Lender shall be held to support future anticipated Fronting Exposure
or other obligations of such Defaulting Lender and (y) the Borrower and the Issuing Bank may agree that cash collateral provided by the Borrower shall be held to support future anticipated Fronting Exposure or other obligations; and
provided further that to the extent that such cash collateral was provided by the Borrower, such cash collateral shall remain subject to any other security interest granted pursuant to the Loan Documents. 

(l)    LC Exposure Determination. For all purposes of this Agreement, the amount of a Letter of Credit that, by its
terms or the terms of any document related thereto, provides for one or more automatic increases in the stated amount thereof shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether
or not such maximum stated amount is in effect at the time of determination. 

  
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 Section 2.09    Defaulting Lenders. 

(a)    Defaulting Lender Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any
Revolving Credit Lender becomes a Defaulting Lender, then, until such time as such Revolving Credit Lender is no longer a Defaulting Lender, to the extent permitted by applicable law: 

(i)    Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any
amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definitions of “Majority Lenders” and “Required Revolving Credit Lenders” and as set forth in Section 12.02. 

(ii)    Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts
received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article X or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to
Section 12.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second,
to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Bank hereunder; third, to cash collateralize the Issuing Bank’s Fronting Exposure with respect to such Defaulting Lender in accordance with
Section 2.08(k); fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Revolving Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by
this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s
potential future funding obligations with respect to Revolving Loans under this Agreement and (y) cash collateralize the Issuing Bank’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of
Credit issued under this Agreement, in accordance with Section 2.08(k); sixth, to the payment of any amounts owing to the Revolving Credit Lenders or the Issuing Bank as a result of any judgment of a court of competent jurisdiction obtained
by any Revolving Credit Lender or the Issuing Bank against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the
payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this
Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Revolving Loans or LC Exposure in
respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Revolving Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 6.02 were satisfied
or waived, such payment shall be applied solely to pay the Revolving Loans of, and LC Exposure owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Revolving
Loans of, or LC Exposure owed to, such Defaulting Lender until such time as all Revolving Loans and funded and unfunded participations in LC Exposure are held by the Revolving Credit Lenders pro 

  
 49 








 
rata in accordance with the Revolving Credit Commitments without giving effect to Section 2.09(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are
applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.09(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Revolving Credit Lender irrevocably consents
hereto. 
 (iii)    Certain Fees. 

(A)    No Defaulting Lender shall be entitled to receive any commitment fee pursuant to Section 3.05(a) for
any period during which that Revolving Credit Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender). 

(B)    Each Defaulting Lender shall be entitled to receive fees pursuant to Section 3.05(b) for any period
during which that Revolving Credit Lender is a Defaulting Lender only to the extent allocable to its Applicable Revolving Credit Percentage of the stated amount of Letters of Credit for which it has provided cash collateral pursuant to Section
2.08(k). 
 (C)    With respect to any fee pursuant to Section 3.05(b) not required to be paid to any
Defaulting Lender pursuant to sub-clause (B) above, the Borrower shall (x) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to
such Defaulting Lender with respect to such Defaulting Lender’s participation in Letter of Credit obligations that has been reallocated to such Non-Defaulting Lender pursuant to clause (iv) below,
(y) pay to the Issuing Bank the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to the Issuing Bank’s Fronting Exposure to such Defaulting Lender and (z) not be required to pay the remaining
amount of any such fee. 
 (iv)    Reallocation of Participations to Reduce Fronting Exposure. All
or any part of such Defaulting Lender’s participation in LC Exposure shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Applicable Revolving Credit Percentages
(calculated without regard to such Defaulting Lender’s Maximum Revolving Credit Amount) but only to the extent that such reallocation does not cause the Revolving Credit Exposure of any Non-Defaulting
Lender to exceed such Non-Defaulting Lender’s Revolving Credit Commitment then in effect. Subject to Section 12.18, no reallocation hereunder shall constitute a waiver or release of any claim of any
party hereunder against a Defaulting Lender arising from that Revolving Credit Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation. 

(v)    Cash Collateral. If the reallocation described in clause (iv) above cannot, or can only
partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under law, cash collateralize the Issuing Bank’s Fronting Exposure in accordance with the procedures set forth in Section 2.08(k).


  
 50 








 (b)    Defaulting Lender Cure. If the Borrower, the Administrative
Agent and the Issuing Bank agree in writing that a Revolving Credit Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any
conditions set forth therein (which may include arrangements with respect to any cash collateral), that Revolving Credit Lender will, to the extent applicable, purchase at par that portion of outstanding Revolving Loans of the other Revolving Credit
Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving Loans and funded and unfunded participations in Letters of Credit to be held pro rata by the Revolving Credit Lenders in accordance
with the Revolving Credit Commitments (without giving effect to Section 2.09(a)(iv)), whereupon such Revolving Credit Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees
accrued or payments made by or on behalf of the Borrower while that Revolving Credit Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change
hereunder from Defaulting Lender to Revolving Credit Lender will constitute a waiver or release of any claim of any party hereunder arising from that Revolving Credit Lender’s having been a Defaulting Lender. 

(c)    New Letters of Credit. So long as any Revolving Credit Lender is a Defaulting Lender, the Issuing Bank shall
not be required to issue, extend, renew or increase any Letter of Credit unless it is satisfied that it will have no Fronting Exposure after giving effect thereto. 

ARTICLE III 
 PAYMENTS OF
PRINCIPAL AND INTEREST; PREPAYMENTS; FEES 
 Section 3.01    Repayment of Loans. The Borrower hereby
unconditionally promises to pay to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Loan on the Termination Date. 

Section 3.02    Interest. 

(a)    ABR Loans. The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the
Applicable Margin, but in no event to exceed the Highest Lawful Rate. 
 (b)    Eurodollar Loans. The Loans
comprising each Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin, but in no event to exceed the Highest Lawful Rate. 

(c)    Post-Default Rate. Notwithstanding the foregoing, (i) if any Event of Default of the type described in
Section 10.01(a), Section 10.01(b), Section 10.01(h), 

  
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Section 10.01(i) or Section 10.01(j) occurs and is continuing, then (x) all outstanding principal in respect of Loans and (y) all fees and other obligations under any Loan Document
that, in the case of this clause (y), are not paid when due shall in each case automatically bear interest at a rate per annum of two percent (2%) plus the rate applicable to ABR Loans as provided in Section 3.02(a) (including the Applicable
Margin), but in no event to exceed the Highest Lawful Rate, and shall be payable on demand by the Administrative Agent and (ii) if any Event of Default occurs (other than an Event of Default described in Section 10.01(a), Section 10.01(b),
Section 10.01(h), Section 10.01(i) or Section 10.01(j)) and is continuing, then at the election of the Majority Lenders (or the Administrative Agent at the direction of Majority Lenders), (x) all outstanding principal in respect of Loans and
(y) all fees and other obligations under any Loan Document that, in the case of this clause (y), are not paid when due shall, in each case, bear interest at a rate per annum of two percent (2%) plus the rate applicable to ABR Loans as provided
in Section 3.02(a) (including the Applicable Margin), but in no event to exceed the Highest Lawful Rate, and shall be payable on demand by the Administrative Agent. References in this Section 3.02(c) to the Applicable Margin refer, in the
case of Term Loans, to the Applicable Margin for Term Loans and refer, in the case of all other amounts owing under any Loan Documents (including but not limited to Revolving Loans), to the Applicable Margin for Revolving Loans. 

(d)    Interest Payment Dates. Accrued interest on each Loan shall be payable in arrears on each Interest Payment
Date for such Loan and on the Termination Date; provided that (i) interest accrued pursuant to Section 3.02(c) shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than an optional
prepayment of an ABR Loan prior to the Termination Date), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment, and (iii) in the event of any conversion of any Eurodollar Loan
prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion. 

(e)    Interest Rate Computations. All interest hereunder shall be computed on the basis of a year of 360 days,
unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), except that interest computed by reference to the Alternate Base Rate at times
when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding
the last day). The applicable Alternate Base Rate, Adjusted LIBO Rate or LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error, and be binding upon the parties hereto. 

Section 3.03    Alternate Rate of Interest. If prior to the commencement of any Interest Period for a
Eurodollar Borrowing: 
 (a)    the Administrative Agent determines (which determination shall be conclusive absent
manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate for such Interest Period; or 

(b)    the Administrative Agent is advised by the Majority Lenders that the Adjusted LIBO Rate or LIBO Rate, as
applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; 

  
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 then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by
telephone, fax or other electronic communication subject to Section 12.01(b) as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders 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 ABR Borrowing or at an alternate rate of interest determined by the Majority Lenders as their cost of funds. 

Section 3.04    Prepayments. 

(a)    Optional Prepayments. The Borrower shall have the right at any time and from time to time to prepay, without
premium or penalty subject to Section 5.02, any Borrowing in whole or in part, subject to prior notice in accordance with Section 3.04(b). Notwithstanding anything to the contrary contained herein, (i) the Borrower may
not voluntarily prepay the Term Loans unless, after giving effect to such prepayment, Liquidity will be not less than $25,000,000 and (ii) the Borrower may not voluntarily prepay the Revolving Loans in full and terminate the Revolving Credit
Commitments unless the Term Loans have been repaid in full or are contemporaneously being repaid in full in connection with such repayment of the Revolving Loans in full and the termination of the Revolving Credit Commitments. 

(b)    Notice and Terms of Optional Prepayment. The Borrower shall notify the Administrative Agent by telephone
(confirmed by fax or other electronic communication subject to Section 12.01(b)) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three Business Days
before the date of prepayment, or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the
principal amount of each Borrowing or portion thereof to be prepaid (and specify whether Revolving Loans or Term Loans are being prepaid); provided that, if a notice of prepayment is given in connection with a conditional notice of
termination of the Revolving Credit Commitments as contemplated by Section 2.06(b), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06(b). Promptly following receipt of any such
notice relating to a Borrowing, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in a minimum principal amount of $1,000,000. Each prepayment of a Borrowing shall
be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 3.02. 

(c)    Mandatory Prepayments. 

(i)    If, after giving effect to any termination or reduction of the Aggregate Maximum Revolving Credit
Amounts pursuant to Section 2.06(b), the total Revolving Credit Exposures exceeds the total Revolving Credit Commitments, then the 

  
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Borrower shall (A) prepay the Borrowings of Revolving Loans on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess
remains after prepaying all of the Borrowings of Revolving Loans as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j).

 (ii)    Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance
with Section 2.07 (other than Section 2.07(e) or Section 2.07(f)) or with Section 8.13(c), if there exists a Borrowing Base Deficiency, then the Borrower shall within ten (10) Business Days following receipt of the New Borrowing Base
Notice in accordance with Section 2.07(d) or the date the adjustment occurs, provide written notice (the “Election Notice”) to the Administrative Agent stating the action which the Borrower proposes to take to eliminate such
Borrowing Base Deficiency, and the Borrower shall thereafter, at its option, either: 
 (A)    within
forty-five (45) days following the delivery of the New Borrowing Base Notice, by instruments reasonably satisfactory in form and substance to the Administrative Agent, provide the Administrative Agent with additional security consisting of Oil
and Gas Properties not evaluated in the most recently delivered Reserve Report with value and quality satisfactory to the Administrative Agent and the Required Revolving Credit Lenders in their sole discretion (but determined consistent with their
respective customary oil and gas lending criteria as it exists at the particular time) to eliminate such Borrowing Base Deficiency; 

(B)    within forty-five (45) following delivery of the New Borrowing Base Notice, prepay without
premium or penalty, the Borrowings of Revolving Loans in an amount sufficient to eliminate such Borrowing Base Deficiency and, if any Borrowing Base Deficiency remains after prepaying all of the Borrowings of Revolving Loans as a result of an LC
Exposure, pay to the Administrative Agent on behalf of the Lenders an amount necessary to eliminate such remaining Borrowing Base Deficiency to be held as cash collateral as provided in Section 2.08(j); 

(C)    elect to prepay (and thereafter pay), without premium or penalty, the principal amount of Revolving
Loans necessary to eliminate such Borrowing Base Deficiency in not more than six (6) equal monthly installments plus accrued interest thereon with the first such monthly payment being due within forty-five (45) days following delivery of
the New Borrowing Base Notice (and, if any Borrowing Base Deficiency remains after prepaying all of the Borrowings of Revolving Loans as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount necessary to
eliminate such remaining Borrowing Base Deficiency to be held as cash collateral as provided in Section 2.08(j)); or 

(D)    by any combination of prepayment and additional security as provided in the preceding clauses (A),
(B) or (C), eliminate such Borrowing Base Deficiency; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date. 

  
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 (iii)    Upon any redetermination of the Borrowing Base
pursuant to Section 2.07(e) in connection with incurrence of Permitted Senior Unsecured Debt or pursuant to Section 2.07(f) in connection with a Triggering Disposition, if there exists a Borrowing Base Deficiency, the Borrower shall prepay the
Borrowings of Revolving Loans in an amount sufficient to eliminate such Borrowing Base Deficiency and, if any Borrowing Base Deficiency remains after prepaying all of the Borrowings of Revolving Loans as a result of an LC Exposure, pay to the
Administrative Agent on behalf of the Lenders an amount necessary to eliminate such remaining Borrowing Base Deficiency to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or
deposit of cash collateral within one (1) Business Day following the receipt by any Credit Party of Net Proceeds in respect of such Permitted Senior Unsecured Debt or such Triggering Disposition, as applicable; provided that all payments
required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date. 

(iv)    Within one (1) Business Day following the receipt by any Credit Party of Net Proceeds in
respect of any Permitted Senior Unsecured Debt, in addition to any mandatory prepayment requirements that may result from such incurrence under the preceding Section 3.04(c)(iii), the Borrower shall prepay the Term Loans in an aggregate amount equal
to seventy-five percent (75%) of the Net Proceeds received in respect of such Permitted Senior Unsecured Debt. Nothing in this paragraph is intended to permit any Credit Party to incur Debt other than as permitted under Section 9.02, and any
such incurrence of Debt in violation of Section 9.02 shall be a breach of this Agreement. 

(v)    Within one (1) Business Day following the receipt by any Credit Party of Net Proceeds in
respect of a Triggering Disposition, the Borrower shall prepay the Term Loans in an aggregate amount equal to the remainder of (A) one hundred percent (100%) of the Net Proceeds received in respect of such Triggering Disposition minus
(B) the portion, if any, of such Net Proceeds that is used to prepay Revolving Loans or cash collateralize Letters of Credit pursuant to Section 3.04(c)(iii); provided that, in the case of any Triggering Disposition that is consummated
at any time after the First Scheduled Borrowing Base Date, (1) if the Borrower delivers to the Administrative Agent a certificate of a Responsible Officer to the effect that the Credit Parties intend to apply the Net Proceeds from such
Triggering Disposition (or a portion thereof as specified in such certificate), within 150 days after receipt of such Net Proceeds, to purchase assets useful in the business of the Credit Parties (or, in the case of any Casualty Event constituting a
Triggering Event, to replace or repair the Property that is subject to such Casualty Event), then, so long as, after giving effect to any application of proceeds of such Triggering Disposition, no Default or Borrowing Base Deficiency then exists, no
prepayment shall be required pursuant to this Section 3.04(c)(v) in respect of the Net Proceeds specified in such certificate and (2) to the extent any such Net Proceeds have not been so applied by the end of such
150-day period, a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied. Nothing in this paragraph is intended to permit any Credit Party to sell Property in breach
of Section 9.12, and any such sale in violation of Section 9.12 will constitute a breach of this Agreement. 

  
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 (vi)    Each prepayment of Borrowings pursuant to this
Section 3.04(c) shall be applied first ratably to any ABR Borrowings then outstanding and thereafter to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar
Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest
Period applicable thereto. 
 (vii)    Each prepayment of Borrowings pursuant to this Section 3.04(c)
shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02. 

(viii)    Notwithstanding anything to the contrary herein, if a Borrowing Base Deficiency exists at the
time any mandatory prepayment of Loans is required hereunder, or at the time any optional prepayment is tendered in respect of the Term Loans, any such prepayment amounts shall be applied first to prepay Revolving Loans and/or to cash collateralize
LC Exposure in an amount sufficient to eliminate such Borrowing Base Deficiency, and thereafter to the prepayment of the Term Loans. 

(d)    Excess Cash Balances. If, on the last Business Day of any calendar week, the Credit Parties have any Excess
Cash on such Business Day (other than the proceeds of a Borrowing that will be used within three (3) Business Days of such Borrowing for the purposes set forth on an exhibit to the applicable Borrowing Request (as certified by the Borrower in
such Borrowing Request)), the Borrower shall prepay Borrowings of Revolving Loans on the second following Business Day, which prepayment shall be in an amount equal to the amount of such Excess Cash and, if any Excess Cash remains after the
Borrowings of Revolving Loans are fully prepaid, the Borrower shall pay to the Administrative Agent on behalf of the Lenders an amount equal to the lesser of such remaining Excess Cash and the amount of LC Exposure to be held as cash collateral as
provided in Section 2.08(j). Each prepayment of Borrowings pursuant to this Section 3.04(d) shall be applied to the Revolving Loans as directed by the Borrower, provided that if the Borrower does not provide instructions for the application
of such prepayment, such prepayment shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to
each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days
remaining in the Interest Period applicable thereto. Each prepayment of Borrowings pursuant to this Section 3.04(d) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(d) shall be
accompanied by accrued interest to the extent required by Section 3.02. 
 (e)    Amortization of Term
Loans. The Borrower shall repay the Term Loans on the last day of each March, June September and December (commencing March 31, 2017) in 

  
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the principal amount of Term Loans as follows; provided that if any such date is not a Business Day, such payment shall be due on the next preceding Business Day: 

 

					
	 Payment Date
	  	Amortization Payment	 
	 March 31, 2017
	  	$	58,333.33	 
	 June 30, 2017
	  	$	375,000.00	 
	 September 30, 2017
	  	$	375,000.00	 
	 December 31, 2017
	  	$	375,000.00	 
	 March 31, 2018
	  	$	375,000.00	 
	 June 30, 2018
	  	$	375,000.00	 
	 September 30, 2018
	  	$	375,000.00	 
	 December 31, 2018
	  	$	375,000.00	 
	 March 31, 2019
	  	$	375,000.00	 
	 June 30, 2019
	  	$	1,125,000.00	 
	 September 30, 2019
	  	$	1,125,000.00	 
	 December 31, 2019
	  	$	1,125,000.00	 
	 March 31, 2020
	  	$	1,125,000.00	 
	 June 30, 2020
	  	$	1,875,000.00	 
	 September 30, 2020
	  	$	1,875,000.00	 
	 December 31, 2020
	  	$	1,875,000.00	 

 (f)    No Premium or Penalty. Prepayments permitted or required under this
Section 3.04 shall be without premium or penalty, except as required under Section 5.02. 

Section 3.05    Fees. 

(a)    Revolving Credit Commitment Fees. The Borrower agrees to pay to the Administrative Agent for the account of
each Revolving Credit Lender a commitment fee, which shall accrue at the applicable Revolving Credit Commitment Fee Rate on the average daily amount of the unused amount of the Revolving Credit Commitment of such Revolving Credit Lender during the
period from and including the date of this Agreement to but excluding the 

  
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Termination Date (it being understood that LC Exposure shall constitute usage of the Revolving Credit Commitments for purposes of this Section 3.05(a)). Accrued commitment fees shall be payable
in arrears on the last day of March, June, September and December of each year and on the Termination Date, commencing on the first such date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360 days,
unless such computation would exceed the Highest Lawful Rate, in which case commitment fees shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the
first day but excluding the last day). 
 (b)    Letter of Credit Fees. The Borrower agrees to pay (i) to
the Administrative Agent for the account of each Revolving Credit Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to
Revolving Loans that are Eurodollar Loans on the average daily amount of such Revolving Credit Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of
this Agreement to but excluding the later of the date on which such Revolving Credit Lender’s Revolving Credit Commitment terminates and the date on which such Revolving Credit Lender ceases to have any LC Exposure, (ii) to the Issuing
Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of
this Agreement to but excluding the later of the date of termination of the Revolving Credit Commitments and the date on which there ceases to be any LC Exposure, provided that in no event shall such fee be less than $500 during any quarter,
and (iii) to the Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued
through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided
that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this Section 3.05(b) shall be payable within 10 days
after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case participation and fronting fees shall be computed on the basis
of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). 

(c)    Administrative Agent Fees. The Borrower agrees to pay to the Administrative Agent, for its own account, fees
payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. 

  
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 ARTICLE IV 

PAYMENTS; PRO RATA TREATMENT; SHARING OF SET-OFFS 

Section 4.01    Payments Generally; Pro Rata Treatment; Sharing of
Set-offs. 
 (a)    Payments by the Borrower. The Borrower shall make
each payment required to be made by it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 5.01, Section 5.02, Section 5.03 or otherwise) prior to 1:00 p.m., New
York City time, on the date when due, in immediately available funds, without defense, deduction, recoupment, set-off or counterclaim. Fees, once paid, shall be fully earned and shall not be refundable under
any circumstances absent manifest error. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest
thereon. All such payments shall be made to the Administrative Agent at its offices specified in Section 12.01, except payments to be made directly to the Issuing Bank as expressly provided herein and except that payments pursuant to
Section 5.01, Section 5.02, Section 5.03 and Section 12.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to
the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment
accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollars. 

(b)    Application of Insufficient Payments. If at any time insufficient funds are received by and available to the
Administrative Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the
parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed LC Disbursements then due hereunder, ratably among the parties entitled
thereto in accordance with the amounts of principal and unreimbursed LC Disbursements then due to such parties. 

(c)    Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or participations in LC Disbursements resulting in such Lender receiving payment of a greater
proportion of the aggregate amount of its Loans and participations in LC Disbursements and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face
value) participations in the Term Loans, Revolving Loans and/or participations in LC Disbursements of other Lenders, as applicable, to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance
with the aggregate amount of principal of and accrued interest on their respective Term Loans, Revolving Loans and/or participations in LC Disbursements; provided that (i) if any such participations are purchased and all or any portion
of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this Section 4.01(c) shall not be construed to
apply to any payment made by the Borrower 

  
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pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or
participations in LC Disbursements to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this Section 4.01(c) shall apply). The Borrower consents to the foregoing and agrees,
to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and
counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. 

Section 4.02    Presumption of Payment by the Borrower. Unless the Administrative Agent shall have received
notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Bank that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower
has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the applicable Lenders or the Issuing Bank, as the case may be, the amount due. In such event, if the Borrower has not in fact made
such payment, then each of the Lenders or the Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank with interest thereon, for each day
from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with
banking industry rules on interbank compensation. 
 Section 4.03    Certain Deductions by the Administrative
Agent. If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.05(a), Section 2.08(d), Section 2.08(e) or Section 4.02, or otherwise hereunder, then the Administrative Agent may, in its discretion
(notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations
are fully paid. If at any time prior to the acceleration or maturity of the Loans, the Administrative Agent shall receive any payment in respect of principal of a Loan or a reimbursement of an LC Disbursement while one or more Defaulting Lenders
shall be party to this Agreement, the Administrative Agent shall apply such payment first to the Borrowing(s) for which such Defaulting Lender(s) shall have failed to fund its pro rata share until such time as such Borrowing(s) are paid in full or
each Lender (including each Defaulting Lender) is owed its Applicable Term Loan Percentage of all Term Loans and Applicable Revolving Credit Percentage of all Revolving Loans then outstanding, as applicable. After acceleration or maturity of the
Loans, all principal will be paid as provided in Section 10.02(c). 
 Section 4.04    Disposition of
Proceeds. The Security Instruments contain an assignment by the Borrower and/or the Guarantors unto and in favor of the Administrative Agent for the benefit of the Secured Parties of all of the Borrower’s or each Guarantor’s interest
in and to production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Instruments further provide in general for the application of such proceeds to the satisfaction of the
Indebtedness and other obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security Instruments, until 

  
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the occurrence of an Event of Default, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other
action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its Subsidiaries and (b) the Lenders hereby authorize the Administrative
Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Subsidiaries. 
 ARTICLE V

 INCREASED COSTS; BREAK FUNDING PAYMENTS; TAXES; ILLEGALITY 

Section 5.01    Increased Costs. 

(a)    Eurodollar Changes in Law. If any Change in Law shall: 

(i)    impose, modify or deem applicable any reserve, special deposit or similar requirement against assets
of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate); 

(ii)    subject the Administrative Agent, any Lender or the Issuing Bank to any Taxes (other than
(A) Indemnified Taxes, or (B) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or 

(iii)    impose on any Lender or the London interbank market any other condition affecting this Agreement
or Eurodollar Loans made by such Lender; 
 and the result of any of the foregoing shall be to increase the cost to such Lender or other recipient of making
or maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan) or to reduce the amount of any sum received or receivable by such Lender or other recipient (whether of principal, interest or otherwise), then the Borrower
will pay to such Lender or other recipient such additional amount or amounts as will compensate such Lender or other recipient for such additional costs incurred or reduction suffered. 

(b)    Capital Requirements. If any Lender or the Issuing Bank determines that any Change in Law regarding capital
or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a
consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s
or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding
company with respect to capital adequacy and liquidity), then from time to time the Borrower will pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or
such Lender’s or the Issuing Bank’s holding company for any such reduction suffered. 

  
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 (c)    Certificates. A certificate of a Lender or the Issuing Bank
setting forth the amount or amounts necessary to compensate such Lender or the Issuing Bank or its holding company, as the case may be, as specified in Section 5.01(a) or (b) shall be delivered to the Borrower and shall be conclusive absent
manifest error. The Borrower shall pay such Lender or the Issuing Bank, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof. 

(d)    Effect of Failure or Delay in Requesting Compensation. Failure or delay on the part of any Lender or the
Issuing Bank to demand compensation pursuant to this Section 5.01 shall not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to
compensate a Lender or the Issuing Bank pursuant to this Section 5.01 for any increased costs or reductions incurred more than 270 days prior to the date that such Lender or the Issuing Bank, as the case may be, notifies the Borrower of the
Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor; provided, further that, if the Change in Law giving rise to such increased
costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof. 

Section 5.02    Break Funding Payments. In the event of (a) the payment of any principal of any
Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan into an ABR Loan other than on the last day of the Interest Period
applicable thereto, (c) the failure to borrow, convert, continue or prepay any Eurodollar Loan on the date specified in any notice delivered pursuant hereto, or (d) the assignment of any Eurodollar Loan other than on the last day of the
Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 5.04(b), then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a
Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had
such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert
or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid,
at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. 
 A certificate of any
Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section 5.02 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount
shown as due on any such certificate within 10 days after receipt thereof. 
 Section 5.03    Taxes. 

(a)    Payments Free of Taxes. Any and all payments by or on account of any obligation of any Credit Party under any
Loan Document shall be free and clear of and without 

  
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deduction or withholding for any Taxes, except as required by applicable law; provided that if any Withholding Agent shall be required to deduct or withhold any Indemnified Taxes or
Other Taxes from such payments, then (i) the sum payable by the applicable Credit Party shall be increased as necessary so that after making all required deductions or withholdings (including deductions and withholdings applicable to additional
sums payable under this Section 5.03(a)), the Administrative Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions or withholdings been made, (ii) the Withholding
Agent shall make such deductions or withholdings and (iii) the Withholding Agent shall pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law. 

(b)    Payment of Other Taxes by the Borrower. The Credit Parties shall timely pay to the relevant Governmental
Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes. 

(c)    Indemnification by the Borrower. The Credit Parties shall jointly and severally indemnify the Administrative
Agent, each Lender and the Issuing Bank, within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under
this Section 5.03) payable or paid by, or required to be deducted or withheld from payment to, the Administrative Agent, such Lender or the Issuing Bank, as the case may be, and any penalties, interest and reasonable expenses arising therefrom
or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate of the Administrative Agent, a Lender or the Issuing Bank as to the
amount of such payment or liability under this Section 5.03 shall be delivered to the Borrower (with a copy to the Administrative Agent) and shall be conclusive absent manifest error. 

(d)    Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 10
days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent any Credit Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation
of the Credit Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 12.04(c) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to
such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, 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 Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the
Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative
Agent under this paragraph (d). 
 (e)    Evidence of Payments. As soon as practicable after any payment of
Taxes by any Credit Party to a Governmental Authority pursuant to Section 5.03, such Credit Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such
payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent. 

  
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 (f)    Status of Lenders. (i) Any Lender that is entitled to an
exemption from or reduction of withholding tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent,
such properly completed and executed documentation reasonably requested by the 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 Lender, if
reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the
Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. 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 5.03(f)(ii)(A), Section 5.03(f)(ii)(B) and Section 5.03(g) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would
subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. 

(ii)    Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person,

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

(B)    any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the 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 Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of
the Borrower or the Administrative Agent), whichever of the following is applicable: 
 (1)    in the
case of a Foreign Lender 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 Document, executed copies of IRS Form
W-8BEN (or IRS Form W-8BEN-E, as applicable) establishing an exemption from, or reduction of, United States federal withholding
Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN (or IRS Form W-8BEN-E, as applicable) establishing an exemption from, or reduction of, United States federal withholding tax pursuant to the “business profits” or “other
income” article of such tax treaty; 

  
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 (2)    executed copies of IRS Form W-8ECI; 
 (3)    in the case of a Foreign Lender 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 I-1 to the effect that such Foreign Lender is not
a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation”
related to the Borrower as described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN (or IRS Form W-8BEN-E, as applicable); or 

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

(C)    any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Withholding
Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Withholding
Agent), executed originals 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 the Withholding Agent to determine the withholding or deduction required to be made. 
 Each Lender agrees that if any form or
certification it previously delivered under this Section 5.03(f) expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its
legal inability to do so. 
 (g)    FATCA. Each Lender shall deliver to the Borrower and the Administrative
Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent, such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of
the Code) 

  
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and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their
obligations under FATCA, to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this Section 5.03(g),
“FATCA” shall include any amendments made to FATCA after the date of this Agreement. 
 Each Lender agrees that if any form or
certification it previously delivered under this Section 5.03(g) expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its
legal inability to do so. For purposes of determining withholding Taxes imposed under FATCA, from and after the Effective Date, the Borrower and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to
treat) the Credit Agreement as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i). 

(h)    Survival. Each party’s obligations under this Section shall survive the resignation or replacement
of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Revolving Credit Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document. 

(i)    Defined Terms. For purposes of this Section, the term “Lender” includes any Issuing Bank and the
term “applicable law” includes FATCA. 
 Section 5.04    Mitigation Obligations; Replacement of
Lenders. 
 (a)    Designation of Different Lending Office. If any Lender requests compensation under
Section 5.01, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.03, then such Lender shall use reasonable efforts to designate a
different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment
(i) would eliminate or reduce amounts payable pursuant to Section 5.01 or Section 5.03, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be
disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. 

(b)    Replacement of Lenders. If (i) any Lender requests compensation under Section 5.01, (ii) the
Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.03, (iii) any Revolving Credit Lender becomes a Defaulting Lender hereunder, (iv) any
Revolving Credit Lender has not approved an increase in the Borrowing Base proposed by the Administrative Agent pursuant to Section 2.07(c)(iii) that has been approved by the Supermajority Revolving Credit Lenders, or (v) in addition to
the foregoing, (A) in connection with any consent to or approval of any proposed amendment, waiver, consent or release with respect to any Loan Document (other than an increase in the Borrowing Base) that requires the consent of each


  
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Lender or the consent of each Lender affected thereby, the consent of the Required Lenders shall have been obtained but any Lender has not so consented to or approved such proposed amendment,
waiver, consent or release or (B) in connection with any consent to or approval of any proposed amendment, waiver, consent or release with respect to any Loan Document (other than an increase in the Borrowing Base) that requires the consent of
each Revolving Credit Lender or the consent of each Revolving Credit Lender affected thereby, the consent of the Required Revolving Credit Lenders shall have been obtained but any Revolving Credit Lender has not so consented to or approved such
proposed amendment, waiver, consent or release    then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in
accordance with and subject to the restrictions contained in Section 12.04(b)), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender
accepts such assignment); provided that (1) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 12.04, (2) such Lender shall have received payment of an amount equal to the
outstanding principal of its Loans and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and
fees) or the Borrower (in the case of all other amounts) and (3) in the case of any such assignment resulting from a claim for compensation under Section 5.01 or payments required to be made pursuant to Section 5.03, such assignment
will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower
to require such assignment and delegation cease to apply. 
 Section 5.05    Illegality. Notwithstanding any
other provision of this Agreement, in the event that it becomes unlawful for any Lender or its applicable lending office to honor its obligation to make or maintain Eurodollar Loans either generally or having a particular Interest Period hereunder,
then (a) such Lender shall promptly notify the Borrower and the Administrative Agent thereof and such Lender’s obligation to make such Eurodollar Loans shall be suspended (the “Affected Loans”) until such time as such
Lender may again make and maintain such Eurodollar Loans and (b) all Affected Loans which would otherwise be made by such Lender shall be made instead as ABR Loans (and, if such Lender so requests by notice to the Borrower and the
Administrative Agent, all Affected Loans of such Lender then outstanding shall be automatically converted into ABR Loans on the date specified by such Lender in such notice) and, to the extent that Affected Loans are so made as (or converted into)
ABR Loans, all payments of principal which would otherwise be applied to such Lender’s Affected Loans shall be applied instead to its ABR Loans. 

ARTICLE VI 
 CONDITIONS
PRECEDENT 
 Section 6.01    Effective Date. The amendment and restatement of the Prepetition Credit
Agreement by this Agreement and the obligations of the Lenders to make Loans (or to be deemed to have made Loans, as applicable) and of the Issuing Bank to issue Letters of Credit hereunder (excluding the Existing Letters of Credit) shall not become
effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 12.02): 

  
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 (a)    The Administrative Agent, the Arranger and the Lenders shall have
received all commitment, facility and agency fees and all other fees and amounts due and payable on or prior to the Effective Date, including, (i) to the extent invoiced at least one (1) Business Day prior to the Effective Date,
reimbursement or payment of all reasonable and documented out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder on or before the Effective
Date (including, without limitation, the fees and expenses of Vinson & Elkins L.L.P., counsel to the Administrative Agent) and (ii) upfront fees for the account of the Lenders in an amount for each such Lender equal to the sum of (A)
0.50% of such Lender’s final allocated Revolving Credit Commitment on the Effective Date plus (B) 0.50% of such Lender’s final allocated share of the Term Loans on the Effective Date. 

(b)    The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of the
Borrower and each Guarantor setting forth (i) resolutions of its board of directors (or comparable governing body) with respect to the authorization of the Borrower or such Guarantor to execute and deliver the Loan Documents to which it is a
party and to enter into the transactions contemplated in those documents, (ii) the officers of the Borrower or such Guarantor (A) who are authorized to sign the Loan Documents to which the Borrower or such Guarantor is a party and
(B) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the
transactions contemplated hereby, (iii) specimen signatures of such authorized officers, and (iv) the articles or certificate of incorporation and bylaws (or comparable organizational documents for any Credit Parties that are not
corporations) of the Borrower and such Guarantor, certified as being true and complete. The Administrative Agent and the Lenders may conclusively rely on such certificate until the Administrative Agent receives notice in writing from the Borrower to
the contrary. 
 (c)    The Administrative Agent shall have received certificates of the appropriate State agencies with
respect to the existence, qualification and good standing of the Borrower and each Guarantor. 
 (d)    The
Administrative Agent shall have received from each party hereto counterparts (in such number as may be requested by the Administrative Agent) of this Agreement signed on behalf of such party. 

(e)    The Administrative Agent shall have received duly executed Notes payable to each Lender in principal amounts equal
to its Maximum Revolving Credit Amount and Term Loans, respectively, dated as of the date hereof. 
 (f)    The
Administrative Agent shall have received from each party thereto duly executed counterparts (in such number as may be requested by the Administrative Agent) of the Security Instruments, including the Guaranty Agreement, the Security Agreement, the
mortgages and the other Security Instruments described on Exhibit E. In connection with the execution and delivery of the Security Instruments, the Administrative Agent shall: 

(i)    be reasonably satisfied that the Security Instruments create first priority, perfected Liens
(subject only to Excepted Liens identified in clauses (a) to (d), 

  
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(f), and (i) of the definition thereof, but subject to the provisos at the end of such definition) on at least 95% of the PV-9 of the Proved Oil and
Gas Properties evaluated in the Initial Reserve Report and on all other Property purported to be pledged as collateral pursuant to the Security Instruments; and 

(ii)    have received certificates, if any, together with undated, blank stock powers for each such
certificate, representing all of the issued and outstanding Equity Interests of each of the Guarantors, to the extent such Equity Interests are certificated. 

(g)    The Administrative Agent shall have received an opinion of (i) Latham & Watkins LLP, special counsel
to the Borrower, in form and substance reasonably acceptable to the Administrative Agent and its counsel, and (ii) local counsel in any other jurisdictions (including Oklahoma) reasonably requested by the Administrative Agent, in each case in
form and substance reasonably acceptable to the Administrative Agent and its counsel. 
 (h)    The Administrative Agent
shall have received a certificate of insurance coverage of the Credit Parties evidencing that the Credit Parties are carrying insurance in accordance with Section 7.12. 

(i)    The Administrative Agent shall have received title information as the Administrative Agent may reasonably require
satisfactory to the Administrative Agent setting forth the status of title to at least 90% of the PV-9 of the Proved Oil and Gas Properties evaluated in the Initial Reserve Report. 

(j)    The Administrative Agent shall be reasonably satisfied with the environmental condition of the Oil and Gas
Properties of the Borrower and its Subsidiaries. 
 (k)    The Administrative Agent shall have received a certificate of
a Responsible Officer of the Borrower certifying that the Borrower has received all consents and approvals required by Section 7.03. 

(l)    The Administrative Agent shall have received the financial statements referred to in Section 7.04(a), a pro forma
consolidated balance sheet of the Borrower after giving effect to the Transactions (including any Loan made or deemed made on the Effective Date) and the Plan of Reorganization, detailed financial projections of the Borrower and its Consolidated
Subsidiaries for five years following the Effective Date (prepared on a quarterly basis), and the Initial Reserve Report accompanied by a certificate covering the matters described in Section 8.12(c). 

(m)    The Administrative Agent shall have received appropriate UCC search certificates and county-level real property
record search results reflecting no prior Liens encumbering the Properties of the Borrower and its Subsidiaries for each jurisdiction requested by the Administrative Agent other than those being assigned or released on or prior to the Effective Date
or Liens permitted by Section 9.03. 

  
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 (n)    The Administrative Agent shall have received, and reasonably
satisfactorily completed its review of, all due diligence information regarding the Credit Parties as it shall have requested including, without limitation, information regarding litigation, tax matters, accounting matters, insurance matters, labor
matters, pension liabilities (actual or contingent), real estate leases, material contracts, debt agreements, property ownership, contingent liabilities and other legal matters of the Borrower and its Subsidiaries. 

(o)    The capitalization structure and equity ownership of each Credit Party after giving effect to the Transactions
shall be reasonably satisfactory to the Administrative Agent in all respects. 
 (p)    Since December 15, 2016,
there shall have been no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect (excluding the pendency of the Bankruptcy Proceedings). 

(q)    The Borrower shall have received Net Proceeds of the issuance of Equity Interests in an amount not less than
$50,000,000 on terms and conditions set forth in the Plan of Reorganization. 
 (r)    (i) The Bankruptcy Court shall
have entered the Confirmation Order in form and substance reasonably satisfactory to the Administrative Agent and the Confirmation Order shall be in full force and effect, not subject to any stay, and shall not have been amended in any manner
materially adverse to the Lenders, (ii) all conditions to the Effective Date (as defined in the Plan of Reorganization) of the Plan of Reorganization shall have been satisfied (or will be satisfied upon the occurrence of the Effective Date) or
waived , such Effective Date (as defined in the Plan of Reorganization) shall have occurred or shall occur substantially contemporaneously with the Effective Date, and the consummation of the Plan of Reorganization in accordance with its terms shall
have occurred or shall occur substantially contemporaneously with the Effective Date and (iii) the Administrative Agent shall be reasonably satisfied that the claims or interests in the Credit Parties have been satisfied or otherwise addressed
as set forth in the Plan of Reorganization. The Confirmation Order shall approve the Loan Documents and authorize the Credit Parties’ execution and delivery thereof. 

(s)    After giving effect to the initial Revolving Loans made or deemed made hereunder on the Effective Date, the
Liquidity of the Credit Parties shall be not less than $100,000,000. 
 (t)    The Borrower shall, or shall have caused
another Credit Party to, enter into Swap Agreements with an Approved Counterparty to hedge notional amounts of crude oil and natural gas, as applicable, covering not less than, (i) for each calendar month during the calendar year ending
December 31, 2017, 80%, (ii) for each calendar month during the calendar year ending December 31, 2018, 60%, and (iii) for each calendar month during the calendar year ending December 31, 2019, 40%, in each case of the reasonably
anticipated production of such crude oil and natural gas constituting PDP Reserves for such calendar month as such anticipated production is set forth in the Initial Reserve Report; provided that, such Swap Agreements shall have effective
floor prices of not less than eighty-five percent (85%) of the closing contract price for the applicable calendar month as quoted on NYMEX as of the date such Swap Agreement is entered into. 

  
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 (u)    The Administrative Agent shall have received from the Credit Parties,
to the extent requested by the Lenders or the Administrative Agent, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including
the USA Patriot Act, no later than 10 days prior to the Effective Date. 
 (v)    The Administrative Agent shall have
received such other documents as the Administrative Agent or special counsel to the Administrative Agent may reasonably request. 
 Without limiting the
generality of the provisions of Section 11.04, for purposes of determining compliance with the conditions specified in this Section 6.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted
or to be satisfied with, each document or other matter required under this Section 6.01 to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender
prior to the Effective Date specifying its objection thereto. All documents executed or submitted pursuant to this Section 6.01 by and on behalf of the Borrower or any of its Subsidiaries shall be in form and substance reasonably satisfactory
to the Administrative Agent and its counsel. The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date, and such notice shall be conclusive and binding. 

Section 6.02    Each Credit Event. The obligation of each Lender to make a Loan (or to be deemed to have made
a Loan, as applicable) on the occasion of any Borrowing (including the initial funding but excluding any conversion of Loans to the other Type or continuation of Eurodollar Loans), and of the Issuing Bank to issue, amend, renew or extend any Letter
of Credit, is subject to the satisfaction of the following conditions: 
 (a)    At the time of and immediately after
giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Borrowing Base Deficiency shall have occurred and be continuing. 

(b)    The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other
Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent (i) that any such
representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations
and warranties shall continue to be true and correct in all material respects as of such specified earlier date, and (ii) that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse
Effect, in which case such representation and warranty (as so qualified) shall continue to be true and correct in all respects. 

(c)    The making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable,
would not conflict with, or cause any Lender or 

  
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the Issuing Bank to violate or exceed, any applicable Governmental Requirement in any material respect, and no material litigation shall be pending or threatened, which does or, with respect to
any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the
transactions contemplated by this Agreement or any other Loan Document. 
 (d)    Solely with respect to any Borrowing
of Revolving Loans, (i) the Credit Parties shall not have any Excess Cash at the time of such Borrowing or (ii) such Borrowing (after giving effect to the use of proceeds therefrom (as certified by the Borrower in the applicable Borrowing
Request; provided that such use of proceeds must be something other than cash on the Credit Parties’ balance sheet) within three (3) Business Days of such date) would not otherwise cause the Credit Parties to have any Excess Cash.

 (e)    The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a
request for a Letter of Credit (or an amendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b), as applicable. 
 Each
request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in Section
6.02(a) through (d). 
 ARTICLE VII 

REPRESENTATIONS AND WARRANTIES 

The Borrower represents and warrants to the Lenders that: 

Section 7.01    Organization; Powers. Each of the Borrower and the Subsidiaries is duly organized, validly
existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority, and has all material governmental licenses, authorizations, consents and approvals necessary, to own its assets and to carry
on its business as now conducted, and is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where failure to have such power, authority, licenses, authorizations, consents,
approvals and qualifications could not reasonably be expected to have a Material Adverse Effect. 

Section 7.02    Authority; Enforceability. The Transactions are within the Borrower’s and each
Guarantor’s corporate, limited liability company, or partnership powers and have been duly authorized by all necessary corporate, limited liability company, or partnership action and, if required, action by any holders of its Equity Interests
(including, without limitation, any action required to be taken by any class of directors, managers or supervisors of the Borrower or any other Person, whether interested or disinterested, in order to ensure the due authorization of the
Transactions). Each Loan Document to which the Borrower and each Guarantor is a party has been duly executed and delivered by the Borrower and such Guarantor and constitutes a legal, valid and binding obligation of the Borrower and such Guarantor,
as applicable, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of
whether considered in a proceeding in equity or at law. 

  
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 Section 7.03    Approvals; No Conflicts. The Transactions
(a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests or any class of directors, managers or
supervisors, as applicable, whether interested or disinterested, of the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the
consummation of the transactions contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of the Security Instruments as required by this Agreement and
(ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the
Loan Documents, (b) will not violate any applicable law or regulation in any material respect or the charter, bylaws or other organizational documents of the Borrower or any Subsidiary in any respect or any order of any Governmental Authority
in any material respect, (c) will not violate or result in a default under any indenture, agreement or other instrument in respect of Material Debt binding upon the Borrower or any Subsidiary or any of their Properties, or give rise to a right
thereunder to require any payment to be made by the Borrower or such Subsidiary, (d) will not violate in any material respect or result in a default under any indenture, agreement or other instrument (other than those in respect of Material
Debt) binding upon the Borrower or any Subsidiary or any of their Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or such Subsidiary, and (e) will not result in the creation or imposition of any
Lien on any Property of the Borrower or any Subsidiary (other than the Liens created by the Loan Documents). 

Section 7.04    Financial Condition; No Material Adverse Change. 

(a)    The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income,
stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2015, reported on by Grant Thornton LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal
year ended December 31, 2016, certified by a Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its Consolidated
Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statements. 

(b)    Since December 15, 2016 (i) there has been no event, development or circumstance (other than the pendency
of the Bankruptcy Proceedings) that has had or could reasonably be expected to have a Material Adverse Effect and (ii) the business of the Borrower and its Subsidiaries has been conducted only in the ordinary course consistent with past
business practices. 
 (c)    Neither the Borrower nor any Subsidiary has on the date hereof any material Debt
(including Disqualified Capital Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated
losses from any unfavorable commitments, except for the Indebtedness or as referred to or reflected or provided for in the Financial Statements. 

  
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 Section 7.05    Litigation. 

(a)    Except as set forth on Schedule 7.05, as of the Effective Date, there are no material
actions, suits, investigations or proceedings by or before any arbitrator or Governmental Authority pending against the Borrower or any Subsidiary with respect to which the Borrower or any Subsidiary has received service of process or other written
notice, or threatened in writing against or affecting the Borrower or any Subsidiary. There are no actions, suits, investigations or proceedings by or before any arbitrator or Governmental Authority pending against the Borrower or any Subsidiary
with respect to which the Borrower or any Subsidiary has received service of process or other written notice, or threatened in writing against or affecting the Borrower or any Subsidiary (i) not fully covered by insurance (except for normal
deductibles) as to which there is a reasonable possibility of an adverse determination that, if adversely determined, would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, or (ii) that involve
any Loan Document or the Transactions. 
 (b)    Since the date of this Agreement, there has been no change in the
status of the matters disclosed in Schedule 7.05 that, individually or in the aggregate, has resulted in, or could reasonably be expected to have, a Material Adverse Effect. 

Section 7.06    Environmental Matters. Except for such matters as set forth on
Schedule 7.06 or that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on the Borrower: 

(a)    the Borrower and its Subsidiaries and each of their respective Properties and operations thereon are, and within
all applicable statute of limitation periods have been, in compliance with all applicable Environmental Laws. 

(b)    the Borrower and its Subsidiaries have obtained all Environmental Permits required for their respective operations
and each of their Properties, with all such Environmental Permits being currently in full force and effect, and none of Borrower or its Subsidiaries has received any written notice or otherwise has knowledge that any such existing Environmental
Permit will be revoked or that any application for any new Environmental Permit or renewal of any existing Environmental Permit will be protested or denied. 

(c)    there are no claims, demands, suits, orders, inquiries, or proceedings concerning any violation of, or any
liability (including as a potentially responsible party) under, any applicable Environmental Laws that is pending or threatened in writing against the Borrower or any Subsidiary or any of their respective Properties or as a result of any operations
at such Properties. 
 (d)    to the Borrower’s knowledge, none of the Properties of the Borrower or any Subsidiary
contain or have contained any: (i) underground storage tanks; (ii) asbestos-containing materials; (iii) landfills or dumps; (iv) hazardous waste management units as defined pursuant to RCRA or any comparable state law; or
(v) sites on or nominated for the National Priority List promulgated pursuant to CERCLA or any state remedial priority list promulgated or published pursuant to any comparable state law. 

  
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 (e)    there has been no Release or, to the Borrower’s knowledge,
threatened Release, of Hazardous Materials at, on, under or from the Borrower’s or any Subsidiary’s Properties, there are no investigations, remediations, abatements, removals, or monitorings of Hazardous Materials required under
applicable Environmental Laws at such Properties and, to the knowledge of the Borrower, none of such Properties are adversely affected by any Release or threatened Release of a Hazardous Material originating or emanating from any other real
property. 
 (f)    neither the Borrower nor any Subsidiary has received any written notice asserting an alleged
liability or obligation under any applicable Environmental Laws with respect to the investigation, remediation, abatement, removal, or monitoring of any Hazardous Materials at, under, or Released or threatened to be Released from any real properties
offsite of the Borrower’s or any Subsidiary’s Properties and, to the Borrower’s knowledge, there are no conditions or circumstances that could reasonably be expected to result in the receipt of such written notice. 

(g)    there has been no exposure of any Person or Property to any Hazardous Materials as a result of or in connection
with the operations and businesses of any of the Borrower’s or its Subsidiaries’ Properties that could reasonably be expected to form the basis for a claim for damages or compensation. 

The Borrower and its Subsidiaries have provided to the Lenders complete and correct copies of all material written environmental site assessment reports,
investigations, studies, analyses, and correspondence on environmental matters (including matters relating to any alleged non-compliance with or liability under Environmental Laws) that are in any of the
Borrower’s or the Subsidiaries’ possession or control and relating to their respective Properties or operations thereon and that are not otherwise subject to the attorney-client privilege, work product doctrine, or any other
confidentiality agreements. 
 Section 7.07    Compliance with the Laws and Agreements; No Defaults. 

(a)    Each of the Borrower and each Subsidiary is in compliance with all Governmental Requirements applicable to it or its
Property and all agreements and other instruments binding upon it or its Property, and possesses all licenses, permits, franchises, exemptions, approvals and other governmental authorizations necessary for the ownership of its Property and the
conduct of its business, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. 

(b)    Neither the Borrower nor any Subsidiary is in default nor has any event or circumstance occurred which, but for the
expiration of any applicable grace period or the giving of notice, or both, would constitute a default or would require the Borrower or a Subsidiary to Redeem or make any offer to Redeem under any indenture, note, credit agreement or instrument
pursuant to which any Material Debt is outstanding or by which the Borrower or any Subsidiary or any of their Properties is bound. 

  
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 (c)    No Default has occurred and is continuing. 

Section 7.08    Investment Company Act. Neither the Borrower nor any Subsidiary is an “investment
company” or a company “controlled” by an “investment company,” within the meaning of, or subject to regulation under, the Investment Company Act of 1940, as amended. 

Section 7.09    Taxes. Each of the Borrower and its Subsidiaries has timely filed or caused to be filed all
material Tax returns and reports required to have been filed and has paid or caused to be paid all material Taxes required to have been paid by it, except Taxes that are being contested in good faith by appropriate proceedings and for which the
Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves in accordance with GAAP. The charges, accruals and reserves on the books of the Borrower and its Subsidiaries in respect of Taxes and other governmental charges
are, in the reasonable opinion of the Borrower, adequate. No Tax Lien has been filed and, to the knowledge of the Borrower, no claim is being asserted with respect to any such Tax or other such governmental charge. 

Section 7.10    ERISA. 

(a)    The Borrower and its Subsidiaries 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)    Except as could not reasonably be expected to result in
liability in excess of $5,000,000, no act, omission or transaction has occurred which could result in imposition on the Borrower or any Subsidiary (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 the Borrower or its Subsidiaries is required under the
terms of each Plan or applicable law to have paid as contributions to such Plan as of the date hereof. 
 (e)    Neither
the Borrower nor its Subsidiaries sponsors, maintains, or contributes to an employee welfare benefit plan, as defined in section 3(1) of ERISA, including, without limitation, any such plan maintained to provide benefits to former employees of
such entities, that may not be terminated by the Borrower or any Subsidiary in its sole discretion at any time without any material liability. 

(f)    Neither the Borrower, its Subsidiaries nor any ERISA Affiliate sponsors, maintains or contributes to, or has at any
time in the six-year period preceding the date hereof sponsored, maintained or contributed to, any Pension Plan. 

Section 7.11    Disclosure; No Material Misstatements. The Borrower has disclosed to the Administrative Agent
and the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, 

  
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individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the reports, financial statements, certificates or other information furnished by or
on behalf of the Borrower or any Subsidiary to the Administrative Agent or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or delivered hereunder or under any other Loan Document
(as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made,
not misleading; provided that, with respect to projected financial information, prospect information, geological and geophysical data and engineering projections, the Borrower represents only that such information was prepared in good faith
based upon assumptions believed to be reasonable at the time. To the knowledge of the Borrower, there is no fact peculiar to the Borrower or any Subsidiary which could reasonably be expected to have a Material Adverse Effect or in the future is
reasonably likely to have a Material Adverse Effect and which has not been set forth in this Agreement or the Loan Documents or the other documents, certificates and statements furnished to the Administrative Agent or the Lenders by or on behalf of
the Borrower or any Subsidiary prior to, or on, the date hereof in connection with the transactions contemplated hereby. There are no statements or conclusions in any Reserve Report which are based upon or include materially misleading information
or fail to take into account material information known to the Borrower regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and its Subsidiaries
and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and its Subsidiaries do not warrant that such opinions, estimates and projections
will ultimately prove to have been accurate. 
 Section 7.12    Insurance. The Borrower has, and has caused
all of its Subsidiaries to have, (a) all insurance policies sufficient for the compliance by each of them with all material Governmental Requirements and all material agreements and (b) insurance coverage in at least amounts and against
such risk (including, without limitation, public liability) that are usually insured against by companies similarly situated and engaged in the same or a similar business for the assets and operations of the Borrower and its Subsidiaries. The
Administrative Agent and the Lenders have been named as additional insureds in respect of such liability insurance policies and the Administrative Agent has been named as lender loss payee with respect to Property loss insurance. 

Section 7.13    Restriction on Liens. Neither the Borrower nor any of its Subsidiaries is a party to any
material agreement or arrangement (other than Capital Leases creating Liens permitted by Section 9.03(d), but then only on the Property subject of such Capital Lease), or subject to any order, judgment, writ or decree, which either restricts or
purports to restrict its ability to grant Liens to the Administrative Agent for the benefit of the Secured Parties on or in respect of their Properties to secure the Indebtedness and the Loan Documents. 

Section 7.14    Subsidiaries. Except as set forth on Schedule 7.14 or as disclosed
in writing to the Administrative Agent (which shall promptly furnish a copy to the Lenders), which shall be a supplement to Schedule 7.14, the Borrower has no Subsidiaries and the Borrower has no Foreign Subsidiaries.
Schedule 7.14 identifies each Subsidiary as either “Material” or “Immaterial”. 

  
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 Section 7.15    Location of Business and Offices. The
Borrower’s jurisdiction of organization is Delaware; the name of the Borrower as listed in the public records of its jurisdiction of organization is Chaparral Energy, Inc.; and the organizational identification number of the Borrower in its
jurisdiction of organization is 4030106 (or, in each case, as set forth in a notice delivered to the Administrative Agent pursuant to Section 8.01(m) in accordance with Section 12.01). The Borrower’s principal place of business and chief
executive offices are located at the address specified in Section 12.01 (or as set forth in a notice delivered pursuant to Section 8.01(m) and Section 12.01(c)). Each Subsidiary’s jurisdiction of organization, name as listed in the public
records of its jurisdiction of organization, organizational identification number in its jurisdiction of organization, and the location of its principal place of business and chief executive office is stated on
Schedule 7.14 (or as set forth in a notice delivered pursuant to Section 8.01(m)). 

Section 7.16    Properties; Titles, Etc. 

(a)    Each of the Borrower and the Subsidiaries has good and defensible title (subject to Immaterial Title Deficiencies)
to the Proved Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title in all material respects to all its personal Properties, in each case, free and clear of all Liens except Liens permitted by
Section 9.03. After giving full effect to the Excepted Liens, the Borrower or the Subsidiary specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered
Reserve Report, and the ownership of such Properties shall not in any material respect obligate the Borrower or such Subsidiary to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount
in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in the Borrower’s or such Subsidiary’s net revenue interest in such
Property. 
 (b)    All material leases and agreements necessary for the conduct of the business of the Borrower and its
Subsidiaries are valid and subsisting, in full force and effect, and there exists no default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or leases, which
could reasonably be expected to have a Material Adverse Effect. 
 (c)    The rights and Properties presently owned,
leased or licensed by the Borrower and its Subsidiaries including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Borrower and its Subsidiaries to conduct their business in all material
respects in the same manner as its business has been conducted prior to the date hereof. 
 (d)    All of the material
Properties of the Borrower and its Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards. 

(e)    The Borrower and each Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and
other intellectual Property material to its business, and the use thereof by the Borrower and such Subsidiary does not infringe upon the 

  
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rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Borrower and its
Subsidiaries either own or have valid licenses or other rights to use all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information used in their businesses as presently
conducted, subject to the limitations contained in the agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could
not reasonably be expected to have a Material Adverse Effect. 
 Section 7.17    Maintenance of Properties.
Except for such acts or failures to act as could not be reasonably expected to have a Material Adverse Effect, the Proved Oil and Gas Properties (and Properties unitized therewith) of the Borrower and its Subsidiaries have been maintained, operated
and developed in a good and workmanlike manner and in conformity with all Governmental Requirements and in conformity with the provisions of all leases, subleases or other contracts comprising a part of the Hydrocarbon Interests and other contracts
and agreements forming a part of such Oil and Gas Properties of the Borrower and its Subsidiaries. Specifically in connection with the foregoing, except for those as could not be reasonably expected to have a Material Adverse Effect, (a) no
Proved Oil and Gas Property of the Borrower or any Subsidiary is subject to having allowable production reduced below the full and regular allowable (including the maximum permissible tolerance) because of any overproduction (whether or not the same
was permissible at the time) and (b) none of the wells comprising a part of the Proved Oil and Gas Properties (or Properties unitized therewith) of the Borrower or any Subsidiary is deviated from the vertical more than the maximum permitted by
Governmental Requirements, and such wells are, in fact, bottomed under and are producing from, and the well bores are wholly within, such Oil and Gas Properties (or in the case of wells located on Properties unitized therewith, such unitized
Properties) of the Borrower or such Subsidiary. All pipelines, wells, gas processing plants, platforms and other material improvements, fixtures and equipment owned in whole or in part by the Borrower or any of its Subsidiaries that are necessary to
conduct normal operations are being maintained in a state adequate to conduct normal operations, and with respect to such of the foregoing which are operated by the Borrower or any of its Subsidiaries, in a manner consistent with the Borrower’s
or its Subsidiaries’ past practices (other than those the failure of which to maintain in accordance with this Section 7.17 could not reasonably be expected to have a Material Adverse Effect). 

Section 7.18    Gas Imbalances, Prepayments. Except as set forth on
Schedule 7.18 or on the most recent certificate delivered pursuant to Section 8.12(c), on a net basis there are no gas imbalances, take or pay or other prepayments which would require the Borrower or any of its Subsidiaries
to deliver Hydrocarbons produced from their Proved Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor exceeding one bcf of gas (on an mcf equivalent basis) in the aggregate. 

Section 7.19    Marketing of Production. Except for contracts listed and in effect on the date hereof on
Schedule 7.19, and thereafter either disclosed in writing to the Administrative Agent or included in the most recently delivered Reserve Report (with respect to all of which contracts the Borrower represents that it or its
Subsidiaries are receiving a price for all production sold thereunder which is computed substantially in accordance with the terms of the 

  
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relevant contract and are not having deliveries curtailed substantially below the subject Property’s delivery capacity), no material agreements exist which are not cancelable on 60
days’ notice or less without penalty or detriment for the sale of production from the Borrower’s or its Subsidiaries’ Hydrocarbons (including, without limitation, calls on or other rights to purchase, production, whether or not the
same are currently being exercised) that (a) pertain to the sale of production at a fixed price and (b) have a maturity or expiry date of longer than six (6) months from the date hereof. 

Section 7.20    Swap Agreements and Qualified ECP Guarantor. Schedule 7.20, as of
the date hereof, and after the date hereof, each report required to be delivered by the Borrower pursuant to Section 8.01(e), sets forth, a true and complete list of all Swap Agreements of the Borrower and each Subsidiary, the material terms thereof
(including the type, term, effective date, termination date and notional amounts or volumes), the net mark to market value thereof, all credit support agreements relating thereto (including any margin required or supplied) and the counterparty to
each such agreement. The Borrower is a Qualified ECP Guarantor. 
 Section 7.21    Use of Loans and Letters of
Credit. The proceeds of the Loans and the Letters of Credit shall be used for the deemed restructuring and rearrangement of the Debt under the Prepetition Credit Agreement, to provide working capital for exploration and production operations,
for acquisitions of Oil and Gas Properties permitted hereunder and for general corporate purposes. The Borrower and its Subsidiaries are not engaged principally, or as one of its or their important activities, in the business of extending credit for
the purpose, whether immediate, incidental or ultimate, of buying or carrying margin stock (within the meaning of Regulation T, U or X of the Board). No part of the proceeds of any Loan or Letter of Credit will be used for any purpose which violates
the provisions of Regulations T, U or X of the Board. 
 Section 7.22    Solvency. After giving effect to
the transactions contemplated hereby (including each Borrowing hereunder and each issuance or extension of any Letter of Credit), (a) the aggregate assets (after giving effect to amounts that could reasonably be received by reason of indemnity,
offset, insurance or any similar arrangement), at a fair valuation, of the Borrower and the Guarantors, taken as a whole, will exceed the aggregate Debt of the Borrower and the Guarantors on a consolidated basis, as the Debt becomes absolute and
matures, (b) the Borrower and the Guarantors, on a consolidated basis, will not have incurred or intended to incur, and will not believe that they will incur, Debt beyond their ability to pay such Debt (after taking into account the timing and
amounts of cash to be received by the Borrower and the Guarantors and the amounts to be payable on or in respect of its liabilities, and giving effect to amounts that could reasonably be received by reason of indemnity, offset, insurance or any
similar arrangement) as such Debt becomes absolute and matures, and (c) the Borrower and the Guarantors, on a consolidated basis, will not have (and will have no reason to believe that they will have thereafter) unreasonably small capital for
the conduct of their businesses. 
 Section 7.23    Anti-Corruption Laws; Sanctions. 

(a)    The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance in all
material respects by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with applicable Anti-Corruption Laws and applicable Sanctions. 

  
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 (b)    The Borrower, its Subsidiaries, and, to the knowledge of the Borrower,
their respective officers, employees, directors and agents are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. 

(c)    The Borrower, its Subsidiaries, their respective officers and employees, and, to the knowledge of the Borrower, its
directors and agents are not engaged in any activity that would reasonably be expected to result in any Credit Party being designated as a Sanctioned Person. 

(d)    None of (x) the Borrower, any Subsidiary or any of their respective directors, officers or employees, or
(y) to the knowledge of the Borrower, any agent of the Borrower that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person.    The Borrower will not
directly or indirectly use the proceeds from the Loans or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other Person, for the purpose of financing the activities of any Person subject to any
applicable Sanctions. 
 Section 7.24    EEA Financial Institutions. No Credit Party is an EEA Financial
Institution. 
 Section 7.25    Security Instruments. The Security Instruments are effective to create in
favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Mortgaged Properties and proceeds thereof, subject, in the case of enforceability, to applicable bankruptcy,
insolvency or similar laws affecting creditors’ rights generally and to general principles of equity and principles of good faith and fair dealing. The Indebtedness is and shall be at all times secured by legal, valid and enforceable, perfected
first priority Liens in favor of the Administrative Agent, covering and encumbering the Mortgaged Properties, to the extent perfection has occurred or will occur, by the recording of a mortgage, the filing of a UCC financing statement or, with
respect to Equity Interests represented by certificates, by possession (in each case, to the extent available in the applicable jurisdiction); provided that, except in the case of pledged Equity Interests or as otherwise provided herein,
Liens permitted by Section 9.03 may exist. 
 ARTICLE VIII 

AFFIRMATIVE COVENANTS 

Until the Revolving Credit Commitments have expired or been terminated and the principal of and interest on each Loan and all fees payable
hereunder and all other amounts (other than contingent indemnity obligations for which no claim has been made) payable under the Loan Documents shall have been paid in full and all Letters of Credit shall have expired or terminated and all LC
Disbursements shall have been reimbursed, the Borrower covenants and agrees with the Lenders that: 

  
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 Section 8.01    Financial Statements; Other Information. The
Borrower will furnish to the Administrative Agent for delivery to each Lender: 
 (a)    Annual Financial
Statements. As soon as available, but in any event in accordance with then applicable law and not later than ninety (90) days after the end of each fiscal year of the Borrower, its audited consolidated balance sheet and related statements
of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case (other than after the implementation of fresh start accounting) in comparative form the figures for the previous fiscal year, all
reported on by Grant Thornton LLP or other independent public accountants of recognized national standing or otherwise reasonably approved by the Administrative Agent (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 the Borrower and its
Consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied. 
 (b)    Quarterly
Financial Statements. As soon as available, but in any event in accordance with then applicable law and not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, its
consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case (other than after the
implementation of fresh start accounting) in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as
presenting fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes. 
 (c)    Certificate of
Financial Officer — Compliance. Not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower and not later than ninety (90) days after the end of each fiscal year
of the Borrower, a certificate of a Financial Officer in substantially the form of Exhibit D hereto (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and
any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 9.01 (other than Section 9.01(c)) and (iii) stating whether any change in GAAP or
in the application thereof has occurred since the date of the audited financial statements referred to in Section 7.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such
certificate. 
 (d)    Cash Flow and Capital Expenditure Forecast. As soon as available, but in any event not
later than ninety (90) days after the commencement of each fiscal year of the Borrower, a cash flow and capital expenditure forecast for the Borrower and its Consolidated Subsidiaries for such fiscal year. 

(e)    Certificate of Financial Officer — Swap Agreements. Not later than forty-five (45) days after the
end of each of the first three fiscal quarters of each fiscal year of the 

  
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Borrower and not later than ninety (90) days after the end of each fiscal year of the Borrower, a certificate of a Financial Officer, in form and substance reasonably satisfactory to the
Administrative Agent, setting forth as of the last Business Day of such fiscal quarter or such fiscal year, as applicable, a true and complete list of all Swap Agreements of the Borrower and each Subsidiary, the material economic terms thereof
(including the type, term, effective date, termination date and notional amounts or volumes), the net mark-to-market value therefor, any new credit support agreements
relating thereto not listed on Schedule 7.20, any margin required or supplied under any credit support document, and the counterparty to each such agreement. 

(f)    Certificate of Insurer — Insurance Coverage. Concurrently with any delivery of financial statements
under Section 8.01(a), a certificate of insurance coverage from each insurer with respect to the insurance required by Section 8.07, in form and substance reasonably satisfactory to the Administrative Agent, and, if requested by the
Administrative Agent or any Lender, all copies of the applicable policies. 
 (g)    Other Accounting Reports.
Promptly upon receipt thereof, a copy of each other report or letter submitted to the Borrower or any of its Subsidiaries by independent accountants in connection with any annual, interim or special audit made by them of the books of the Borrower or
any such Subsidiary, and a copy of any delivered written response by the Borrower or any such Subsidiary, or the board of directors (or comparable governing body) of the Borrower or any such Subsidiary, to such letter or report. 

(h)    SEC and Other Filings; Reports to Shareholders. Promptly after the same become publicly available,
(i) written notice of the filing of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the SEC, or with any national securities exchange (other than Forms 10-Q and 10-K), or (ii) copies of materials distributed by the Borrower to its equityholders generally. 

(i)    Notices Under Material Instruments. Promptly after the furnishing thereof, copies of any financial
statement, report or written notice furnished to or by any Person pursuant to the terms of any preferred stock designation, indenture, loan or credit or other similar agreement, other than this Agreement and not otherwise required to be furnished to
the Lenders pursuant to any other provision of this Section 8.01. 
 (j)    Lists of Purchasers. Promptly
following the written request of the Administrative Agent, a list of all Persons currently purchasing Hydrocarbons from the Borrower or any Subsidiary. 

(k)    Notice of Sales of Oil and Gas Properties. In the event the Borrower or any Subsidiary intends to sell,
transfer, assign or otherwise dispose of any Oil and Gas Properties or any Equity Interests in any Subsidiary or to terminate or otherwise monetize any Swap Agreement in respect of commodities, in each case that could reasonably be expected to be a
Triggering Disposition, prior written notice thereof in accordance with Section 9.12(h)(iv)(A). 
 (l)    Notice of
Casualty Events. Prompt written notice, and in any event within three Business Days, of the occurrence of any Casualty Event or the commencement of any action or proceeding that could reasonably be expected to result in a Casualty Event. 

  
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 (m)    Information Regarding Borrower and Guarantors. Prompt written
notice (and in any event within ten (10) Business Days prior thereto (or such lesser amount of prior notice as may be reasonably acceptable to the Administrative Agent)) of any change (i) in the Borrower or any Guarantor’s corporate
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 the Borrower or any Guarantor’s chief executive office or principal place of business,
(iii) in the Borrower or any Guarantor’s identity or corporate structure or in the jurisdiction in which such Person is incorporated or formed, (iv) in the Borrower or any Guarantor’s organizational identification number in such
jurisdiction of organization, and (v) in the Borrower or any Guarantor’s federal taxpayer identification number. 

(n)    Production Report and Lease Operating Statements. Concurrently with the delivery of each Reserve Report
hereunder, a report setting forth, for each calendar month during the prior twelve (12) month period, the volume of production and sales attributable to production (and the prices at which such sales were made and the revenues derived from such
sales) for each such calendar month from the Oil and Gas Properties, and setting forth the related ad valorem, severance and production taxes and lease operating expenses attributable thereto and incurred for each such calendar month. 

(o)    Incurrence of Permitted Senior Unsecured Debt. In the event the Borrower intends to incur any Permitted
Senior Unsecured Debt, prior written notice of the intended incurrence of such Permitted Senior Unsecured Debt, the anticipated amount thereof, and the anticipated date of closing and promptly when available will furnish a copy of the preliminary
offering memorandum (if any) and the final offering memorandum (if any). 
 (p)    Deposit Accounts, Commodities
Accounts and Securities Accounts. Not less than ten (10) Business Days’ prior written notice (or such shorter period of time as may be reasonably acceptable to the Administrative Agent) of the opening of any new Deposit Account,
Commodities Account or Securities Account (other than Excluded Accounts). 
 (q)    Notices of Certain Changes.
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, bylaws, certificate or articles of organization,
regulations, any preferred stock designation or any other organic document of the Borrower or any Subsidiary. 

(r)    Other Requested Information. Promptly following any written request therefor, such other information
regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary (including, without limitation, any Plan and any reports or other information required to be filed with respect thereto under the Code or under
ERISA), or compliance with the terms of this Agreement or any other Loan Document, as the Administrative Agent or any Lender may reasonably request. 

Documents required to be delivered pursuant to Section 8.01(a), (b) or (h) (to the extent any such documents are included in materials
otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (a) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s public


  
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website or (b) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access
(whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrower, as applicable, shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its
written request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and each
Lender of the posting of any such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor
compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. 

Section 8.02    Notices of Material Events. The Borrower will furnish to the Administrative Agent prompt (and
in any event within three Business Days) written notice of the following: 
 (a)    the occurrence of any Default; 

(b)    the filing or commencement of, or the threat in writing of, any action, suit, proceeding, investigation or
arbitration by or before any arbitrator or Governmental Authority against or affecting the Borrower or any Affiliate thereof not previously disclosed in writing to the Lenders or any material adverse development in any action, suit, proceeding,
investigation or arbitration (whether or not previously disclosed to the Lenders) that, in either case, if adversely determined, could reasonably be expected to result in liability in excess of $5,000,000, not fully covered by insurance, subject to
normal deductibles (and excluding any actions, suits, proceedings, investigations or arbitrations arising under or otherwise related to Environmental Laws, which are subject to the terms of Section 8.10(b)); and 

(c)    any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect.

 Each notice delivered under this Section 8.02 shall be accompanied by a statement of a Responsible Officer setting forth the details of the event or
development requiring such notice and any action taken or proposed to be taken with respect thereto. 

Section 8.03    Existence; Conduct of Business. The Borrower will, and will cause each Subsidiary to, do or
cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business and maintain, if necessary, its
qualification to do business in each other jurisdiction in which its Oil and Gas Properties are located or the ownership of its Properties requires such qualification, except where the failure to so qualify could not reasonably be expected to have a
Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 9.11. 

Section 8.04    Payment of Obligations. The Borrower will, and will cause each Subsidiary to, pay its
obligations, including Tax liabilities of the Borrower and all of its 

  
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Subsidiaries before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the
Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP, and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse
Effect or result in the seizure or levy of any Proved Oil and Gas Property or other material Property of the Borrower or any Subsidiary. 

Section 8.05    Performance of Obligations under Loan Documents. The Borrower will pay the Notes according to
the reading, tenor and effect thereof, and the Borrower will, and will cause each Subsidiary to, do and perform every act and discharge all of the obligations to be performed and discharged by them under the Loan Documents, including, without
limitation, this Agreement, at the time or times and in the manner specified. 
 Section 8.06    Operation and
Maintenance of Properties. The Borrower, at its own expense, will, and will cause each Subsidiary to: 

(a)    operate its Proved Oil and Gas Properties and other material Properties or cause such Proved Oil and Gas Properties
and other material Properties to be operated in a careful and efficient manner in accordance with the practices of the industry and in compliance with all applicable contracts and agreements and in compliance with all Governmental Requirements,
including, without limitation, applicable proration requirements and Environmental Laws, and all applicable laws, rules and regulations of every other Governmental Authority from time to time constituted to regulate the development and operation of
its Proved Oil and Gas Properties and the production and sale of Hydrocarbons and other minerals therefrom, except, in each case, where the failure to comply could not reasonably be expected to have a Material Adverse Effect; 

(b)    maintain and keep in good repair, working order and efficiency (ordinary wear and tear excepted) all of its
producing Oil and Gas Properties and other Properties material to the conduct of its business, including, without limitation, all equipment, machinery and facilities, except, in each case, where the failure to do so could not reasonably be expected
to have a Material Adverse Effect; 
 (c)    promptly pay and discharge, or make reasonable and customary efforts to
cause to be paid and discharged, all delay rentals, royalties, expenses and indebtedness accruing under the leases or other agreements affecting or pertaining to its Proved Oil and Gas Properties and will do all other things necessary to keep
unimpaired their rights with respect thereto and prevent any forfeiture thereof or default thereunder, except, in each case, where the failure to do so could not reasonably be expected to (i) have a Material Adverse Effect or (ii) result
in a forfeiture or default with respect to any material Hydrocarbon Interests included in the Borrowing Base; 

(d)    promptly perform or make reasonable and customary efforts to cause to be performed, in accordance with industry
standards, the obligations required by each and all of the assignments, deeds, leases, sub-leases, contracts and agreements affecting its interests in its Proved Oil and Gas Properties and other Properties,
except, in each case, where the failure to do so could not reasonably be expected to (i) have a Material Adverse Effect or (ii) result in a forfeiture or default with respect to any material Hydrocarbon Interests included in the Borrowing
Base; 

  
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 (e)    operate its Proved Oil and Gas Properties and other Properties or
cause or make reasonable and customary efforts to cause such Oil and Gas Properties and other Properties to be operated in accordance with the practices of the industry and in compliance with all applicable contracts and agreements and in compliance
with all Governmental Requirements, except, in each case, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and 

(f)    to the extent the Borrower is not the operator of any Property, the Borrower shall use commercially reasonable
efforts to cause the operator to comply with this Section 8.06. 
 Section 8.07    Insurance. The
Borrower will, and will cause each Subsidiary to, maintain, with financially sound and reputable insurance companies, insurance (a) in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar
businesses operating in the same or similar locations and (b) in accordance in all material respects with all Governmental Requirements. The loss payable clauses or provisions in said insurance policy or policies insuring any of the collateral
for the Loans shall be endorsed in favor of and made payable to the Administrative Agent as its interests may appear and such policies shall name the Administrative Agent and the Lenders as “additional insureds” and/or “lender loss
payees” as applicable and provide that the insurer will endeavor to give at least thirty (30) days prior notice of any cancellation to the Administrative Agent. 

Section 8.08    Books and Records; Inspection Rights. The Borrower will, and will cause each Subsidiary to,
keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. The Borrower will, and will cause each Subsidiary to, permit any representatives
designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its Properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers
and independent accountants, all at such reasonable times during normal business hours and as often as reasonably requested; provided that, unless an Event of Default or Borrowing Base Deficiency has occurred and is continuing, the Borrower
shall bear the cost of only one such inspection per year by the Administrative Agent. 

Section 8.09    Compliance with Laws. The Borrower will, and will cause each Subsidiary to, comply with all
laws, rules, regulations and orders of any Governmental Authority applicable to it or its Property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The
Borrower will maintain in effect and enforce policies and procedures designed to ensure compliance in all material respects by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with applicable
Anti-Corruption Laws and applicable Sanctions. 

  
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 Section 8.10    Environmental Matters. 

(a)    The Borrower shall at its sole expense: (i) comply, and shall cause its Properties and operations and each
Subsidiary and each Subsidiary’s Properties and operations to comply, with all applicable Environmental Laws, the breach of which could be reasonably expected to have a Material Adverse Effect; (ii) not Release or threaten to Release, and
shall cause each Subsidiary not to Release or threaten to Release, any Hazardous Material on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties or any other property offsite the Property to the extent caused by the
Borrower’s or any of its Subsidiaries’ operations except in compliance with applicable Environmental Laws, the Release or threatened Release of which could reasonably be expected to have a Material Adverse Effect; (iii) timely obtain
or file, and shall cause each Subsidiary to timely obtain or file, all Environmental Permits, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Borrower’s or its
Subsidiaries’ Properties, which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to completion, and shall cause each Subsidiary to promptly commence
and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the
event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future Release or threatened Release of any Hazardous Material on, under, about
or from any of the Borrower’s or its Subsidiaries’ Properties, which failure to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; (v) conduct, and cause its Subsidiaries to
conduct, their respective operations and businesses in a manner that will not expose any Property or Person to Hazardous Materials that could reasonably be expected to form the basis for a claim for damages or compensation that could reasonably be
expected to cause a Material Adverse Effect; and (vi) establish and implement, and shall cause each Subsidiary to establish and implement, such procedures as may be necessary to continuously determine and assure that the Borrower’s and its
Subsidiaries’ obligations under this Section 8.10(a) are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effect. 

(b)    The Borrower will promptly, but in no event later than five Business Days after the Borrower obtains knowledge
thereof, notify the Administrative Agent and the Lenders in writing of any threatened action, investigation or inquiry by any Governmental Authority or any threatened demand or lawsuit by any Person against the Borrower or its Subsidiaries or their
Properties of which the Borrower has knowledge in connection with any Environmental Laws if the Borrower could reasonably anticipate that such action will result in liability (whether individually or in the aggregate) in excess of the Threshold
Amount, not fully covered by insurance, subject to normal deductibles (such notice does not have to be provided until such time that Borrower reasonably determines that such matter could reasonably be expected to result in liability in excess of the
Threshold Amount). 
 (c)    The Borrower will, and will cause each Subsidiary to, provide environmental assessments,
audits and tests in accordance with the most current version of the American Society of Testing Materials standards where applicable upon reasonable request by the Administrative Agent and the Lenders and no more than once per year in the absence of
any 

  
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Event of Default (or as otherwise required to be obtained by the Administrative Agent or the Lenders by any Governmental Authority), in connection with any future acquisitions of Oil and Gas
Properties or other Properties. 
 Section 8.11    Further Assurances. 

(a)    The Borrower at its sole expense will, and will cause each Subsidiary to, promptly execute and deliver to the
Administrative Agent all such other documents, agreements and instruments reasonably requested by the Administrative Agent to comply with, cure any defects or accomplish the conditions precedent, covenants and agreements of the Borrower or any
Subsidiary, as the case may be, in the Loan Documents, including the Notes, or to further evidence and more fully describe the collateral intended as security for the Indebtedness, or to correct any omissions in this Agreement or the Security
Instruments, or to state more fully the obligations secured therein, or to perfect, protect or preserve any Liens created pursuant to this Agreement or any of the Security Instruments or the priority thereof, or to make any recordings, file any
notices or obtain any consents, all as may be reasonably necessary or appropriate, in the sole discretion of the Administrative Agent, in connection therewith. 

(b)    The Borrower hereby authorizes the Administrative Agent to file one or more financing or continuation statements,
and amendments thereto, relative to all or any part of the Mortgaged Property without the signature of the Borrower or any other Guarantor where permitted by law. A carbon, photographic or other reproduction of the Security Instruments or any
financing statement covering the Mortgaged Property or any part thereof shall be sufficient as a financing statement where permitted by law. The Borrower acknowledges and agrees that any such financing statement may describe the collateral as
“all assets” of the applicable Credit Party or words of similar effect as may be required by the Administrative Agent. 

Section 8.12    Reserve Reports. 

(a)    On or before April 1st and October 1st of each year, commencing April 1st, 2017, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report evaluating the
Proved Oil and Gas Properties of the Credit Parties that are Qualified ECP Guarantors as of the immediately preceding January 1st and
July 1st. The Reserve Report as of January 1 of each year shall be prepared by one or more Approved Petroleum Engineers; provided, that the Reserve Report to be prepared as of
January 1, 2017 may be prepared by the Borrower with respect to not more than ten percent (10%) of the value of the Proved Oil and Gas Properties so long as such portion of the Reserve Report is audited by an Approved Petroleum Engineer. The
July 1 Reserve Report of each year shall be prepared by or under the supervision of the chief engineer of the Borrower who shall certify that (x) such Reserve Report is based on information that was prepared in good faith based upon
assumptions believed to be reasonable at the time, (y) there are no statements or conclusions in such Reserve Report which are based upon or include materially misleading information or fail to take into account material information known to
the Borrower regarding the matters reported therein (it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and its Subsidiaries and production and cost estimates contained in each Reserve
Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and its Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate) and (z) such
Reserve Report has been prepared in accordance with the procedures used in the immediately preceding January 1 Reserve Report. 

  
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 (b)    In the event of an Interim Redetermination, the Borrower shall furnish
to the Administrative Agent and the Lenders a Reserve Report prepared by or under the supervision of the chief engineer of the Borrower who shall certify that (x) such Reserve Report is based on information that was prepared in good faith based
upon assumptions believed to be reasonable at the time, (y) there are no statements or conclusions in such Reserve Report which are based upon or include materially misleading information or fail to take into account material information known
to the Borrower regarding the matters reported therein (it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and its Subsidiaries and production and cost estimates contained in each
Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and its Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate) and
(z) such Reserve Report has been prepared in accordance with the procedures used in the immediately preceding January 1 Reserve Report. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to
Section 2.07(b), the Borrower shall provide such Reserve Report with an “as of” date as required by the Administrative Agent as soon as possible, but in any event no later than thirty (30) days (or, solely in the case of Interim
Redeterminations requested by the Borrower, such longer period of time as may be reasonably acceptable to the Administrative Agent) following the receipt of such request. 

(c)    With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a
certificate from a Responsible Officer certifying that, in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is based on information that was prepared in good
faith based upon assumptions believed to be reasonable at the time and there are no statements or conclusions in the Reserve Report which are based upon or include materially misleading information or fail to take into account material information
known to it regarding the matters reported therein (it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and its Subsidiaries and production and cost estimates contained in each Reserve
Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and its Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate), (ii) the
Borrower or its Subsidiaries owns good and defensible title to the Proved Oil and Gas Properties evaluated in such Reserve Report and such Properties are free of all Liens except for Excepted Liens and Liens securing the Indebtedness,
(iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to its Proved Oil and Gas Properties
evaluated in such Reserve Report which would require the Borrower or any Subsidiary to deliver Hydrocarbons either generally or produced from such Proved Oil and Gas Properties at some future time without then or thereafter receiving full payment
therefor, (iv) none of their Proved Oil and Gas Properties have been sold since the date of the last Borrowing Base determination except as set forth on an exhibit to the certificate, which certificate shall list all of its Proved Oil and Gas
Properties sold and in such detail as reasonably required by the Administrative Agent, 

  
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(v) attached to the certificate is a list of all marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Borrower
could reasonably be expected to have been obligated to list on Schedule 7.19 had such agreement been in effect on the date hereof, (vi) attached thereto is a schedule of the Proved Oil and Gas Properties evaluated by
such Reserve Report that are Mortgaged Properties and demonstrating the percentage of the total value of such Proved Oil and Gas Properties evaluated in such Reserve Report that the value of such Mortgaged Properties represent in compliance with
Section 8.14(a) and (vii) with respect to each Reserve Report delivered pursuant to Section 8.12(a), attached thereto are reasonably detailed calculations demonstrating compliance with the minimum Asset Coverage Ratio required to be maintained
pursuant to Section 9.01(c) tested on the “as of” date of such Reserve Report. 

Section 8.13    Title Information. 

(a)    On or before the delivery to the Administrative Agent and the Lenders of each Reserve Report required by Section
8.12(a), the Borrower will deliver title information that is reasonably required by the Administrative Agent, in form and substance acceptable to the Administrative Agent, covering enough of the Proved Oil and Gas Properties evaluated by such
Reserve Report that were not included in the immediately preceding Reserve Report, so that the Administrative Agent shall have received together with title information previously delivered to the Administrative Agent, satisfactory title information
on at least 90% of the PV-9 of the Proved Oil and Gas Properties evaluated by such Reserve Report. 

(b)    If the Borrower has provided title information for additional Proved Oil and Gas Properties under Section 8.13(a),
the Borrower shall, within 60 days after notice from the Administrative Agent (or such longer period of time as may be reasonably acceptable to the Administrative Agent) that title defects or exceptions exist with respect to such additional Proved
Oil and Gas Properties, either (i) cure any such title defects or exceptions (including defects or exceptions as to priority) which are not permitted by Section 9.03 raised by such information, (ii) substitute acceptable Mortgaged
Properties with no title defects or exceptions except for Excepted Liens (other than Excepted Liens described in clauses (e), (g) and (h) of such definition) having an equivalent value, or (iii) deliver title information in form and
substance reasonably acceptable to the Administrative Agent so that the Administrative Agent shall have received, together with title information previously delivered to the Administrative Agent, satisfactory title information on at least 90% of the
PV-9 of the Proved Oil and Gas Properties evaluated by such Reserve Report. 

(c)    If the Borrower is unable to cure any title defect requested by the Administrative Agent or the Lenders to be cured
within the 60-day period (or such longer period of time as may be reasonably acceptable to the Administrative Agent) or the Borrower does not comply with the requirements to provide acceptable title
information covering 90% of the value of the Proved Oil and Gas Properties evaluated in the most recent Reserve Report, such default shall not be a Default, but instead the Administrative Agent and/or the Required Revolving Credit Lenders shall have
the right to exercise the following remedy in their sole discretion from time to time, and any failure to so exercise this remedy at any time shall not be a waiver as to future exercise of the remedy by the Administrative Agent or the Lenders. To
the extent that the Administrative Agent or the Required Revolving Credit Lenders are not satisfied with title to any 

  
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Mortgaged Property after the 60-day period has elapsed, such unacceptable Mortgaged Property shall not count towards the 90% requirement, and the
Administrative Agent may send a notice to the Borrower and the Revolving Credit Lenders that the then outstanding Borrowing Base shall be reduced to reflect the exclusion of such unacceptable Mortgaged Properties by an amount as determined by the
Required Revolving Credit Lenders to cause the Borrower to be in compliance with the requirement to provide acceptable title information on 90% of the value of the Proved Oil and Gas Properties remaining in the Borrowing Base. This new Borrowing
Base shall become effective immediately after receipt of such notice. 
 Section 8.14    Additional
Collateral and Additional Guarantors. 
 (a)    In connection with each redetermination of the Borrowing Base,
the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 95% of the PV-9
of the Proved Oil and Gas Properties evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not
represent at least 95% of such PV-9, then the Borrower shall, and shall cause its Subsidiaries to, grant, within thirty (30) days (or such longer period of time as may be reasonably acceptable to the
Administrative Agent) of delivery of the certificate required under Section 8.12(c), to the Administrative Agent as security for the Indebtedness a first-priority Lien interest (provided that Excepted Liens of the type described in
clauses (a) to (d), (f), and (i) of the definition thereof may exist, but subject to the provisos at the end of such definition) on additional Proved Oil and Gas Properties of the Credit Parties that are Qualified ECP Guarantors and which
such Proved Oil and Gas Properties are not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 95% of such PV-9. All
such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, mortgages, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the
Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Proved Oil and Gas Properties and
such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). 
 (b)    In the
event that (i) the Borrower determines that any Immaterial Subsidiary is a Material Subsidiary, (ii) the Borrower or any Subsidiary creates, forms or acquires any Material Subsidiary, or (iii) any Domestic Subsidiary that is not
already a Guarantor guarantees any other Debt of the Borrower or any other Subsidiary, the Borrower shall cause such applicable Subsidiary to guarantee the Indebtedness pursuant to the Guaranty Agreement within thirty (30) days (or such longer
period of time as may be reasonably acceptable to the Administrative Agent). In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to, (A) execute and deliver a supplement to the Guaranty Agreement and the
Security Agreement executed by such Subsidiary, (B) pledge all of the Equity Interests of such Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with
an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof), and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be
requested by the Administrative Agent. 

  
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 (c)    The Borrower will at all times cause the other material tangible and
intangible assets of the Borrower and each Material Subsidiary (including, without limitation, all Swap Agreements but excluding the Excluded Assets (as defined in the Security Agreement)) to be subject to a Lien of the Security Instruments. 

(d)    Notwithstanding any provision in any of the Loan Documents 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 Mortgaged Property and no Building or Manufactured (Mobile) Home shall
be encumbered by any Security Instrument; 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 Mortgaged
Property and shall be encumbered by the Security Instruments and (ii) the Borrower shall not, and shall not permit any of its Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home except Excepted Liens. 

Section 8.15    ERISA Compliance. The Borrower will promptly furnish and will cause the Subsidiaries to
promptly furnish to the Administrative Agent (a) promptly after the filing thereof with the United States Secretary of Labor or the Internal Revenue Service, copies of each annual and other report with respect to each Plan or any trust created
thereunder, and (b) immediately upon becoming aware of the occurrence of any “prohibited transaction,” as described in section 406 of ERISA or in section 4975 of the Code, in connection with any Plan or any trust created
thereunder, a written notice signed by the President or the principal Financial Officer of the Borrower or the Subsidiary, as the case may be, specifying the nature thereof, what action the Borrower or the Subsidiary is taking or proposes to take
with respect thereto, and, when known, any action taken or proposed by the Internal Revenue Service or the Department of Labor with respect thereto. 

Section 8.16    Commodity Price Risk Management Policy. The Credit Parties shall maintain a commodity price
risk management policy, which policy shall be reasonably acceptable to the Administrative Agent. 

Section 8.17    Deposit Accounts; Commodities Accounts and Securities Accounts. The Borrower and each
Guarantor will maintain one or more of the Lenders or Affiliates of Lenders as it principal depository bank(s), and will not have or maintain any Deposit Accounts with any banks that are not Lenders or Affiliates of Lenders (other than Excluded
Accounts); provided that if any Lender or Affiliate of a Lender is such a depository bank for the Borrower or any Guarantor and such Lender for any reason ceases to be a Lender party to this Agreement, the Borrower or such Guarantor (as
applicable) shall be deemed to have satisfied the foregoing requirement so long as the Borrower or such Guarantor transitions its Deposit Accounts to another Lender or Affiliate of a Lender within thirty (30) days (or such longer period of time
as may be reasonably acceptable to the Administrative Agent) following such cessation. The Borrower and each Guarantor will cause each of their respective Deposit Accounts, Commodities Accounts or Securities Accounts (in each case, other than
Excluded Accounts) to 

  
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at all times be subject to an Account Control Agreement in accordance with and to the extent required by the Security Agreement (which Security Agreement shall provide that the Credit Parties
shall have until the date that is 60 days after the Effective Date (as such date may be extended by the Administrative Agent in its sole discretion) to be in compliance with the last sentence of this Section 8.17). 

Section 8.18    Commodity Exchange Act Keepwell Provisions. The Borrower hereby guarantees the payment and
performance of all Indebtedness of each Credit Party (other than the Borrower) and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each Credit Party (other than the
Borrower) in order for such Credit Party to honor its obligations under its respective Guaranty Agreement including obligations with respect to Swap Agreements (provided, however, that the Borrower shall only be liable under this
Section 8.18 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.18, or otherwise under this Agreement or any Loan Document, as it relates to such other Credit
Parties, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of the Borrower under this Section 8.18 shall remain in full force and effect until all
Indebtedness is paid in full to the Lenders, the Administrative Agent and all other Secured Parties, and all of the Revolving Credit Lenders’ Revolving Credit Commitments are terminated. The Borrower intends that this Section 8.18
constitute, and this Section 8.18 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

 ARTICLE IX 

NEGATIVE COVENANTS 
 Until
the Revolving Credit Commitments have expired or terminated and the principal of and interest on each Loan and all fees payable hereunder and all other amounts (other than contingent indemnity obligations for which no claim has been made) payable
under the Loan Documents have been paid in full and all Letters of Credit have expired or terminated and all LC Disbursements shall have been reimbursed, the Borrower covenants and agrees with the Lenders that: 

Section 9.01    Financial Covenants. 

(a)    Ratio of Total Debt to EBITDAX. The Borrower will not, as of the last day of any fiscal quarter commencing
with the last day of the fiscal quarter during which the Effective Date occurs, permit the ratio of Total Debt as of such day to EBITDAX for the four fiscal quarters ending on such day to be greater than 3.5 to 1.0. 

(b)    Current Ratio. The Borrower will not, as of the last day of any fiscal quarter commencing with the last day
of the fiscal quarter during which the Effective Date occurs, permit the ratio of (i) consolidated current assets of the Borrower and its Consolidated Subsidiaries (including the unused amount of the total Revolving Credit Commitments (but only
to the extent that the Borrower is permitted to borrow such amount under the terms of this Agreement, including, without limitation, Section 6.02 hereof), but excluding non-cash assets under ASC 815
and ASC 410) to (ii) consolidated current liabilities of the Borrower and its 

  
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Consolidated Subsidiaries (excluding non-cash obligations under ASC 815 and ASC 410) to be less than 1.0 to 1.0; provided, however, that
the current maturities of long term Debt (including the Loans) and non-cash liabilities recorded in connection with stock-based or similar incentive based compensation awards or arrangements shall not be
considered consolidated current liabilities for purposes of this ratio. 
 (c)    Asset Coverage Ratio. The
Borrower will not permit, as of each January 1 and July 1 of each year, commencing with the first such date after the Effective Date, the ratio of (i) the Total Proved PV-10 as of such date to
(ii) (A) the aggregate principal amount of the outstanding Loans as of such date minus (B) the amount of the Credit Parties’ unrestricted cash on hand as of such date up to, in the case of this clause (B), a maximum of
$37,500,000 (such ratio, the “Asset Coverage Ratio”) to be less than 1.35 to 1.00. 
 (d)    Minimum
Liquidity. The Borrower will not permit Liquidity to be less than $25,000,000 as of the last day of each fiscal quarter, commencing with the fiscal quarter during which the Effective Date occurs. 

Section 9.02    Debt. The Borrower will not, and will not permit any Subsidiary to, incur, create, assume or
suffer to exist any Debt, except: 
 (a)    the Notes or other Indebtedness arising under the Loan Documents or any
guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. 

(b)    Debt of the Borrower and its Subsidiaries existing on the date hereof that is reflected on
Schedule 9.02.  
 (c)    accounts
payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than ninety (90) days past the date
of receipt of the invoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. 

(d)    Equipment and Fixture Financing Debt not to exceed $25,000,000 in the aggregate at any one time outstanding. 

(e)    Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety
obligations required by Governmental Requirements or third parties in the ordinary course of business in connection with the operation of the Oil and Gas Properties. 

(f)    intercompany Debt between the Borrower and any Subsidiary or between Subsidiaries to the extent permitted by
Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided, further, that any such Debt owed by
either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement. 

  
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 (g)    endorsements of negotiable instruments for collection in the ordinary
course of business. 
 (h)    any Debt of the Borrower or any Subsidiary and guarantees thereof by any Credit Party or
any other Subsidiary; provided that: (i) such Debt shall be unsecured, (ii) such Debt shall not provide for any amortization of principal or any scheduled or mandatory prepayments or Redemptions on any date prior to 180 days after
the Maturity Date (other than customary high yield indenture provisions requiring offers to repurchase in connection with asset sales or any change of control, casualty or condemnation event prepayments or customary acceleration rights after an
event of default), (iii) such Debt shall not contain a scheduled maturity date that is earlier than 180 days after the Maturity Date, (iv) such Debt (or the documents governing such Debt) shall (A) contain no financial covenant that
is more restrictive or onerous with respect to the Credit Parties than the financial covenants herein, and (B) not contain covenants (other than financial covenants) and events of default that are, taken as a whole, more restrictive or onerous
with respect on the Credit Parties than those contained in this Agreement are on the Credit Parties (as reasonably determined by the Borrower in good faith), (v) after giving effect to the incurrence of such Debt, the application of the
proceeds thereof, and any automatic reduction of the Borrowing Base pursuant to Section 2.07(e) on account thereof, each on a pro forma basis: (A) the Borrower shall be in pro forma compliance with Section 9.01 as of the last day of the
applicable period covered by the most recent certificate delivered pursuant to Section 8.01(c) (for purposes of Section 9.01, as if such Debt, and all other Debt permitted pursuant to this Section 9.02(h) issued or incurred since the first day
of such applicable period, had been issued or incurred on the first day of such applicable period) and (B) no Event of Default or Borrowing Base Deficiency shall exist, (vi) the Borrowing Base shall automatically be reduced on the date of
the incurrence of such Debt in accordance with Section 2.07(e) and (vii) the Net Proceeds of such Debt shall be used to prepay the Loans in accordance with and to the extent required by Section 3.04(c)(iii) and Section 3.04(c)(iv). 

(i)    Taxes, assessments or other governmental charges which are not yet due or are being contested in good faith in
accordance with Section 8.04(a). 
 (j)    Debt (other than in connection with a loan or lending transaction) incurred
in the ordinary course of business for drilling, completing, leasing and reworking oil, gas and CO2 wells or the treatment, distribution, transportation or sale of production therefrom;
provided, however, such Debt shall not be deemed to refer to or include any long term debt. 
 (k)    Debt
which represents an extension, refinancing, or renewal of any of the foregoing; provided that (i) the principal amount of such Debt is not increased (other than by the costs, fees, and expenses and by accrued and unpaid interest paid in
connection with any such extension, refinancing or renewal), (ii) the interest rate of such Debt is not increased, (iii) any Liens securing such Debt are not extended to any additional property of any Credit Party, (iv) no Credit
Party that is not originally obligated with respect to repayment of such Debt is required to become obligated with respect thereto, (v) such extension, refinancing or renewal does not result in a shortening of the average weighted maturity of
the Debt so extended, refinanced or renewed, (vi) the terms of any such extension, refinancing, or renewal are not materially less favorable to the obligor thereunder, taken as a whole, than the original terms of such Debt and (vii) if the
Debt that is refinanced, renewed, or extended was subordinated in right of payment to the 

  
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Indebtedness, then the terms and conditions of the refinancing, renewal, or extension Debt must include subordination terms and conditions that are at least as favorable to the Administrative
Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Debt. 
 (l)    Debt arising
from the honoring by a bank or other financial institution of a check, draft or other similar instrument drawn against insufficient funds in the ordinary course of business. 

(m)    other Debt not to exceed $20,000,000 in the aggregate at any one time outstanding. 

Section 9.03    Liens. The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or
permit to exist any Lien on any of its Properties (now owned or hereafter acquired), except: 
 (a)    Liens securing
the payment of any Indebtedness. 
 (b)    Excepted Liens. 

(c)    Liens on Properties of the Borrower and its Subsidiaries existing on the date hereof that is reflected on
Schedule 9.03. 
 (d)    Liens securing Equipment and Fixture Financing Debt permitted by
Section 9.02(d) but only on the Property under lease or the Property purchased, constructed or improved with the proceeds of such Debt. 

(e)    Liens not otherwise permitted under the preceding provisions of this Section 9.03 encumbering Properties
(other than Equity Interests in Subsidiaries) and securing obligations in the aggregate principal amount not to exceed $2,000,000 at any time; provided that (i) such Liens are not incurred in connection with any Debt and (ii) any
such Liens encumbering Oil and Gas Properties do not secure obligations in an aggregate principal amount exceeding $1,000,000 at any time. 

Section 9.04    Dividends and Distributions and Redemptions of Permitted Senior Unsecured Debt; Amendments to
Permitted Senior Unsecured Debt Documents. 
 (a)    Dividends and Distributions. The Borrower will not, and
will not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, return any capital to its stockholders or make any distribution of its Property to its Equity Interest holders,
except (i) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its Equity Interests (other than Disqualified Capital Stock), (ii) Subsidiaries may declare and pay dividends
ratably with respect to their Equity Interests and (iii) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit or other equity based plans for management or employees of the Borrower
and its Subsidiaries so long as any such Restricted Payments paid in cash does not exceed $5,000,000 in the aggregate in any fiscal year, provided that in the case of this clause (iii), (x) no Default or Borrowing Base Deficiency shall exist
at the time of such payment or result therefrom and (y) after giving effect to such payment, the Borrower shall be in pro forma compliance with Section 9.01. 

  
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 (b)    Redemption of Permitted Senior Unsecured Debt; Amendment of Terms
of Permitted Senior Unsecured Debt Documents. The Borrower will not, and will not permit any other Credit Party to, prior to the date that is 180 days after the Termination Date: 

(i)    call, make or offer to make any optional or voluntary Redemption of or otherwise optionally or
voluntarily Redeem (whether in whole or in part) any Permitted Senior Unsecured Debt, except that, so long as no Borrowing Base Deficiency or Event of Default exists, the Borrower may, substantially contemporaneously with its receipt of any Net
Proceeds from (A) any incurrence of Permitted Senior Unsecured Debt or (B) any sale of Equity Interests in the Borrower (other than Disqualified Capital Stock), prepay or otherwise Redeem Permitted Senior Unsecured Debt in an amount no
greater than the amount of such Net Proceeds of such incurrence of Permitted Senior Unsecured Debt that remain after giving effect to any mandatory prepayments hereunder with such proceeds or such sale of Equity Interests of the Borrower; or 

(ii)    amend, modify, waive or otherwise change, consent or agree to any amendment, modification, waiver
or other change to, any of the terms of the Permitted Senior Unsecured Debt Documents (except to the extent a new incurrence of Permitted Senior Unsecured Debt, the proceeds of which were used to Redeem existing Permitted Senior Unsecured Debt
pursuant to the foregoing clause (i), would be permitted to have such terms as so amended, modified, waived or otherwise changed) if the effect thereof would be to (A) shorten its maturity to a date earlier than 180 days after the Maturity
Date, or (B) modify or amend financial or negative covenants or events of default such that any resulting financial or negative covenant or event of default in respect thereof would be more restrictive with respect to the Credit Parties than
the financial and negative covenants and Events of Default in this Agreement. 
 Section 9.05    Investments,
Loans and Advances. The Borrower will not, and will not permit any Subsidiary to, make or permit to remain outstanding any Investments in or to any Person, except that the foregoing restriction shall not apply to: 

(a)    Investments as of the Effective Date which are disclosed to the Lenders in Schedule 9.05.

 (b)    accounts receivable arising in the ordinary course of business. 

(c)    direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States or
any agency thereof, in each case maturing within one year from the date of creation thereof. 
 (d)    commercial paper
maturing within one year from the date of creation thereof rated in the highest grade by S&P or Moody’s. 

  
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 (e)    deposits maturing within one year from the date of creation thereof
with, including certificates of deposit issued by, any Lender 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. 
 (f)    deposits in money market funds investing exclusively in Investments
described in Section 9.05(c), Section 9.05(d) or Section 9.05(e). 
 (g)    Investments (i) made by the Borrower in
or to the Guarantors, (ii) made by any Subsidiary in or to the Borrower or any Guarantor and (iii) made by the Borrower or any Subsidiary in or to all other Domestic Subsidiaries which are not Guarantors in an aggregate amount at any one
time outstanding not to exceed $5,000,000. 
 (h)    subject to the limits in Section 9.06, Investments of the type
described in clause (c) of the definition thereof in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to mineral leases; working interests; royalty interests; operating,
processing, unitization, farm-out, farm-in, joint operating, joint venture, production sharing or area of mutual interest agreements; pooling arrangements; contracts for
the sale, transportation or exchange of oil, natural gas and CO2; gathering systems; pipelines or other similar agreements, transactions, properties, interests or 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)    Investments arising from the endorsement of financial instruments in the ordinary course of business. 

(j)    Investments consisting of guarantees of Permitted Senior Unsecured Debt (or any Debt which represents a permitted
extension, refinancing or renewal of such Permitted Senior Unsecured Debt) by any Credit Party. 
 (k)    other
Investments not to exceed $15,000,000 (valued at the time such Investment is made, without giving effect to any write downs, write offs or appreciation with respect to such Investment) in the aggregate at any time. 

Section 9.06    Nature of Business; No International Operations. The Borrower will not, and will not permit
any Subsidiary to, allow any material change to be made in the character of its business as an independent oil and gas exploration and production company. From and after the Effective Date, the Borrower and its Domestic Subsidiaries will not acquire
or make any other expenditure (whether such expenditure is capital, operating or otherwise) in or related to, any Oil and Gas Properties not located within the geographical boundaries of the United States. The Borrower shall at all times remain
organized under the laws of the United States of America or any State thereof or the District of Columbia. 

  
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 Section 9.07    Limitation on Leases. The Borrower will not, and
will not permit any Subsidiary to, create, incur, assume or suffer to exist any obligation for the payment of rent or hire of Property of any kind whatsoever (real or personal but excluding Capital Leases and leases of Hydrocarbon Interests), under
leases or lease agreements which would cause the aggregate amount of all payments made by the Borrower and its Subsidiaries pursuant to all such leases or lease agreements, including, without limitation, any residual payments at the end of any
lease, to exceed $12,500,000 in the aggregate during any fiscal year; provided, however, that, the foregoing restriction shall not apply to oil, gas and mineral leases, CO2 leases
or supply agreements, or permits or similar agreements entered into in the ordinary course of business or orders of any Governmental Authority adjudicating the rights or pooling the interests of the owners of oil and gas properties or lease
agreements in effect as of the date hereof. 
 Section 9.08    Proceeds of Loans. 

(a)    The Borrower will not permit the proceeds of the Notes to be used for any purpose other than those permitted by
Section 7.21. Neither the Borrower nor any Person acting on behalf of the Borrower has taken or will take any action which might cause any of the Loan Documents to violate Regulation T, Regulation U or Regulation X or any other regulation of
the Board or to violate Section 7 of the Securities Exchange Act of 1934 or any rule or regulation thereunder, in each case as now in effect or as the same may hereinafter be in effect. If requested by the Administrative Agent, the Borrower
will furnish to the Administrative Agent and each Lender a statement to the foregoing effect in conformity with the requirements of FR Form U-1 or such other form referred to in Regulation U, Regulation T or
Regulation X of the Board, as the case may be. 
 (b)    The Borrower will not request any Borrowing or Letter of
Credit, and the Borrower shall not use, and shall cause that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (i) 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-Corruption Laws, (ii) for the purpose of funding, financing or facilitating any activities, business
or transaction of or with any Sanctioned Person, or in any Sanctioned Country to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States or (iii) in
any manner that would result in the violation of any Sanctions applicable to any party hereto. 

Section 9.09    ERISA Compliance. The Borrower will not, and will not permit any Subsidiary to, at any time:

 (a)    engage in, any transaction in connection with which the Borrower, a Subsidiary 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 Pension Plan, agreement relating thereto or applicable law, the Borrower, a Subsidiary or any ERISA Affiliate is required to pay as contributions thereto. 

  
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 (c)    contribute to or assume an obligation to contribute to, any
employee welfare benefit plan, as defined in section 3(1) of ERISA, including, without limitation, 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. 
 (d)    permit an ERISA Event to occur, or permit any ERISA
Affiliate to incur an ERISA Event, that when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding the Threshold
Amount. 
 Section 9.10    Sale or Discount of Receivables. Except for receivables obtained by the Borrower
or any Subsidiary out of the ordinary course of business or the settlement of joint interest billing accounts in the ordinary course of business or discounts granted to settle collection of accounts receivable or the sale of defaulted accounts
arising in the ordinary course of business in connection with the compromise or collection thereof and not in connection with any financing transaction, the Borrower will not, and will not permit any Subsidiary to, discount or sell (with or without
recourse) any of its notes receivable or accounts receivable. 
 Section 9.11    Mergers, Etc. The Borrower
will not, and will not permit any Subsidiary to, merge into or with or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (whether in one transaction
or in a series of transactions) all or substantially all of its Property to any other Person (whether now owned or hereafter acquired) (any such transaction, a “consolidation”), or liquidate or dissolve; provided that
(a) any Subsidiary may participate in a consolidation with the Borrower (provided that the Borrower shall be the continuing or surviving entity), (b) any Subsidiary may participate in a consolidation with another Subsidiary
(provided that if one of such Subsidiaries is a Guarantor, a Guarantor shall be the continuing or surviving entity), and (c) any Subsidiary may liquidate or dissolve so long as all of its assets (if any) are distributed to the Borrower
or a Guarantor prior to such liquidation or dissolution. 
 Section 9.12    Sale of Properties and Termination
of Swap Agreements. The Borrower will not, and will not permit any Subsidiary to, sell, assign, farm-out, convey or otherwise transfer any Property or to terminate or otherwise monetize any Swap Agreement
in respect of commodities except for: 
 (a)    the sale of Hydrocarbons in the ordinary course of business; 

(b)    farmouts of undeveloped acreage to which no Proved Reserves are attributed and assignments in connection with such
farmouts; 
 (c)    the sale or transfer of equipment that is no longer necessary for the business of the Borrower or
such Subsidiary or is replaced by equipment of at least comparable value and use; 
 (d)    licenses of intellectual
property, none of which, in the aggregate, materially impair the operation of the business of any Credit Party; 

  
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 (e)    the abandonment of intellectual property that is no longer material to
the operation of the business of any Credit Party; 
 (f)    the sale or other disposition of Property between or among
Credit Parties subject to compliance with Section 8.14; 
 (g)    Casualty Events; provided that in the case
of a Triggering Disposition, the Borrowing Base shall be automatically reduced on the date of such Triggering Disposition in accordance with Section 2.07(f) and the Net Proceeds of such Casualty Event shall be used to prepay the Loans or, to the
extent permitted under Section 3.04(c)(v), reinvested in accordance with Section 3.04(c)(iii) and Section 3.04(c)(v); 

(h)    the sale or other disposition of any Oil and Gas Property or any interest therein or any Equity Interests in any
Subsidiary owning Oil and Gas Properties and the termination or monetization of any Swap Agreement in respect of commodities (or the sale of any Equity Interests in any Subsidiary that is a party to any Swap Agreement in respect of commodities);
provided that: 
 (i)    no Default or Borrowing Base Deficiency exists or results from such sale or
disposition of Property or the termination or monetization of any Swap Agreement in respect of commodities (including after giving effect to any applicable reduction in the Borrowing Base pursuant to Section 2.07(f) and any corresponding mandatory
prepayments under Section 3.04(c)(iii)); 
 (ii)    not less than 85% of the consideration received in
respect of such sale or other disposition or termination shall be cash; 
 (iii)    the consideration
received in respect of such sale or other disposition or termination or monetization of any Swap Agreement in respect of commodities shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Subsidiary
subject of such sale or other disposition, or Swap Agreement subject of such termination or monetization (as reasonably determined by the board of directors (or comparable governing body) of the Borrower or, if such consideration is less than
$25,000,000 and the organizational documents of the Borrower do not require such sale or other disposition to be approved by the board of directors, by a Responsible Officer of the Borrower, and, if requested by the Administrative Agent, the
Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect); 

(iv)    in the case of a Triggering Disposition, (A) the Borrower shall have delivered to the
Administrative Agent at least ten (10) Business Days’ prior written notice of such Triggering Disposition and such other information regarding such Triggering Disposition as the Administrative Agent may have reasonably requested,
(B) the Borrowing Base shall automatically be reduced on the date of such Triggering Disposition in accordance with Section 2.07(f) and (C) the Net Proceeds of such Triggering Disposition shall be used to prepay the Loans or, to the extent
permitted under Section 3.04(c)(v), reinvested in accordance with Section 3.04(c)(iii) and Section 3.04(c)(v); and 

  
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 (v)    if any such sale or other disposition is of a
Subsidiary owning Oil and Gas Properties or that is a party to commodity Swap Agreements, such sale or other disposition shall include all the Equity Interests of such Subsidiary; and 

(i)    the unwinding or termination of any Swap Agreement as may be necessary to comply with Section 9.18(b), so long as
no Swap Agreements are unwound or terminated other than Swap Agreements in respect of the minimum volumes necessary to achieve such compliance; provided that in the case of a Triggering Disposition, the Borrowing Base shall be automatically
reduced on the date of such Triggering Disposition in accordance with Section 2.07(f) and the Net Proceeds of such unwind or termination shall be used to prepay the Loans in accordance with Section 3.04(c)(iii) and Section 3.04(c)(v). 

Section 9.13    Environmental Matters. The Borrower will not, and will not permit any Subsidiary to, cause or
permit any of its Property to be in violation of, or do anything or permit anything to be done which will subject any such Property to a Release or threatened Release of Hazardous Materials, exposure to any Hazardous Materials, or to any Remedial
Work under any Environmental Laws, assuming disclosure to the applicable Governmental Authority of all relevant facts, conditions and circumstances, if any, pertaining to such Property where such violations, Release or threatened Release, exposure,
or Remedial Work could reasonably be expected to have a Material Adverse Effect. 
 Section 9.14    Transactions
with Affiliates. The Borrower will not, and will not permit any Subsidiary to, enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of Property or the rendering of any service, with any Affiliate
(other than the Guarantors) or any operating portfolio company of any Affiliate unless such transactions are otherwise permitted under this Agreement and are upon fair and reasonable terms no less favorable to it than it would obtain in a comparable
arm’s length transaction with a Person not an Affiliate; provided, however, the foregoing provisions of this Section 9.14 shall not apply to: (a) transactions solely among the Credit Parties, (b) the performance of
employment, equity award, equity option or equity appreciation agreements, plans or other similar compensation or benefit plans or arrangements (including vacation plans, health and insurance plans, deferred compensation plans and retirement or
savings plans) entered into by the Borrower or any Subsidiary in the ordinary course of its business with its or for the benefit of its employees, officers and directors, (c) fees and compensation to, and indemnity provided on behalf of,
officers, directors, and employees of the Borrower or any Subsidiary in their capacity as such, to the extent such fees and compensation are customary, and (d) Restricted Payments permitted hereunder. 

Section 9.15    Subsidiaries. The Borrower will not, and will not permit any Subsidiary to, create or acquire
any additional Subsidiary unless the Borrower gives written notice to the Administrative Agent of such creation or acquisition and complies with Section 8.14(b). The Borrower shall not, and shall not permit any Subsidiary to, sell, assign or
otherwise dispose of any Equity Interests in any Subsidiary except in compliance with Section 9.12. Neither the Borrower nor any Subsidiary shall have any Foreign Subsidiaries. The Borrower will not permit any Person other than the Borrower or
another Credit Party to own any Equity Interests in any Guarantor. 

  
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 Section 9.16    Negative Pledge Agreements; Dividend
Restrictions. The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding (other than this Agreement, the Security Instruments, Debt creating Liens permitted by
Section 9.03(c) or Section 9.03(d), any leases or licenses or similar contracts as they affect any Property or Lien subject to a lease or license, or any restriction with respect to a Subsidiary imposed pursuant to an agreement entered into for the
direct or indirect sale or disposition of all or substantially all the equity or Property of such Subsidiary (or the Property that is subject to such restriction) pending the closing of such sale or disposition) which in any way prohibits or
restricts the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent and the Secured Parties or restricts any Subsidiary from paying dividends or making distributions to the Borrower or
any Guarantor, or which requires the consent of or notice to other Persons in connection therewith. 

Section 9.17    Gas Imbalances,
Take-or-Pay or Other Prepayments. The Borrower will not, and will not permit any Subsidiary to, allow gas imbalances, take-or-pay or other prepayments (other than any gas imbalances, take-or-pay and other prepayments set forth on Schedule
7.18 or on the most recent certificate delivered pursuant to Section 8.12 (c)) with respect to the Oil and Gas Properties of the Borrower or any Subsidiary that would require the Borrower or such Subsidiary to deliver Hydrocarbons at some
future time without then or thereafter receiving full payment therefor to exceed one bcf of gas (on an mcf equivalent basis) in the aggregate. 

Section 9.18    Swap Agreements. 

(a)    The Borrower will not, and will not permit any Subsidiary to, enter into any Swap Agreements with any Person other
than: 
 (i)    Subject to clause (b) of this Section 9.18, Swap Agreements with an Approved
Counterparty in respect of commodities entered into not for speculative purposes the notional volumes of which (when aggregated with other commodity Swap Agreements then in effect) do not exceed, as of the date such Swap Agreement is entered into
(and for each month during the period during which such Swap Agreement is in effect), the applicable percentage set forth in the table below for the time periods (relative to the execution date of the relevant Swap Agreement) set forth in the table
below of the reasonably anticipated production of crude oil, natural gas and natural gas liquids, calculated separately and, in each case, as such production is forecast from the Borrower’s and its Subsidiaries’ Proved Oil and Gas
Properties constituting Proved Reserves as set forth on the most recent Reserve Report delivered pursuant to the terms of this Agreement: 
  

					
	 Period (relative to execution date of
relevant Swap Agreement)
	  	Percentage Limitation	 
	 Months 1-24
	  	 	90	% 
	 Months 25-60
	  	 	80	% 


  
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 provided, however, that (x) such Swap Agreements shall not, in any case, have
a tenor of greater than five (5) years and (y) all purchased put options or price floors for Hydrocarbons shall be excluded for purposes of the foregoing volume limitations on commodity swaps so long as the total amount of obligations
thereunder are fixed and known at the time such transaction is entered into. It is understood that Swap Agreements in respect of commodities which may, from time to time, “hedge” the same volumes, but different elements of commodity risk
thereof, shall not be aggregated together when calculating the foregoing limitations on notional volumes. 

(ii)    Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: 

(A)    Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts
of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 80% of the then outstanding principal amount of the Credit
Parties’ Debt for borrowed money which bears interest at a fixed rate, and which Swap Agreements shall not, in any case, have a tenor beyond the maturity date of such Debt, and 

(B)    Swap Agreements effectively converting interest rates from floating to fixed, the notional amounts
of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 80% of the then outstanding principal amount of the Credit
Parties’ Debt for borrowed money which bears interest at a floating rate, and which Swap Agreements shall not, in any case, have a tenor beyond the maturity date of such Debt. 

(b)    If, after the end of any calendar quarter, commencing with the first full calendar quarter ending after the
Effective Date, the Borrower determines that the aggregate weighted average of the notional volumes of all Swap Agreements in respect of commodities for such calendar quarter (other than basis differential swaps on volumes already hedged pursuant to
other Swap Agreements) exceeded 100% of actual production of Hydrocarbons in such calendar quarter, then the Borrower (i) shall promptly notify the Administrative Agent of such determination and (ii) shall, within 45 days of such
determination, terminate (only to the extent such terminations are permitted pursuant to Section 9.12), create off-setting positions, or otherwise unwind or monetize (only to the extent such unwinds or
monetizations are permitted pursuant to Section 9.12) existing Swap Agreements such that, at such time, future hedging volumes will not exceed 100% of reasonably anticipated projected production for the then-current and any succeeding calendar
quarters. 
 (c)    In no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower
or any Subsidiary to post collateral, credit support (including in the form of letters of credit) or margin to secure their obligations under such Swap Agreement or to cover market exposures. 

  
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 (d)    The Borrower will not, and will not permit any Subsidiary to,
terminate or monetize any Swap Agreement in respect of commodities without the prior written consent of the Required Revolving Credit Lenders except to the extent such terminations are permitted pursuant to Section 9.12. 

(e)    For purposes of entering into or maintaining Swap Agreement trades or transactions under Section 9.18(a)(i) and
Section 9.18(b), respectively, forecasts of reasonably anticipated production from the Borrower’s and its Subsidiaries’ Proved Oil and Gas Properties as set forth on the most recent Reserve Report delivered pursuant to the terms of this
Agreement shall be deemed to be updated to account for any increase or decrease therein anticipated because of information obtained by the Borrower or any of its Subsidiaries and delivered to the Administrative Agent subsequent to the publication of
such Reserve Report including, without limitation, (i) the Borrower’s or any of its Subsidiaries’ internal forecasts of production decline rates for existing wells, (ii) additions to or deletions from anticipated future
production from new wells, (iii) completed dispositions, and (iv) completed acquisitions coming on stream or failing to come on stream; provided that (A) any such supplemental information shall be reasonably satisfactory to the
Administrative Agent and (B) if any such supplemental information is delivered, such information shall be presented on a net basis (i.e., it shall take into account both increases and decreases in anticipated production subsequent to
publication of the most recent Reserve Report). 
 Section 9.19    Marketing Activities. The Borrower will
not, and will not permit any of its Subsidiaries to, engage in marketing activities for any Hydrocarbons or enter into any contracts related thereto other than (i) contracts for the sale of Hydrocarbons scheduled or reasonably estimated to be
produced from their Proved Oil and Gas Properties during the period of such contract, (ii) contracts for the sale of Hydrocarbons scheduled or reasonably estimated to be produced from Proved Oil and Gas Properties of third parties during the
period of such contract associated with the Oil and Gas Properties of the Borrower and its Subsidiaries that the Borrower or one of its Subsidiaries has the right to market pursuant to joint operating agreements, unitization agreements or other
similar contracts that are usual and customary in the oil and gas business, and (iii) other contracts for the purchase and/or sale of Hydrocarbons of third parties (A) which have generally offsetting provisions (i.e., corresponding
pricing mechanics, delivery dates and points and volumes) such that no “position” is taken and (B) for which appropriate credit support has been taken to alleviate the material credit risks of the counterparty thereto. 

Section 9.20    Holding Company. The Borrower shall not engage in any business or activity or own any assets
other than (a) holding 100% of the Equity Interests in its Subsidiaries and other miscellaneous non-material assets incidental to the maintenance of its corporate existence, (b) performing its
obligations and activities incidental thereto under the Loan Documents, any Swap Agreements and any agreements entered into in connection with any Bank Products, (c) agreements relating to the issuance, sale, purchase, repurchase or
registration of securities of the Borrower, (d) minute books and other corporate books and records of the Borrower, (e) tax liabilities arising in the ordinary course of business, (f) corporate, administrative and operating expenses
in the ordinary course of business and (g) incurring and guaranteeing Debt, and making Restricted Payments and Investments, in each case, to the extent permitted by this Agreement. 

  
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 Section 9.21    Changes in Fiscal Year and Amendments to
Organizational Documents. The Borrower shall not, and shall not permit any Subsidiary to (a) have its fiscal year end on a date other than December 31 or change its method of determining fiscal quarters or (b) amend its bylaws,
limited liability company agreement, certificates of formation or other organizational documents in any manner that is, in the case of this clause (b), materially adverse to the interests of the Lenders. 

Section 9.22    Non-Qualified ECP Guarantors. The Borrower shall not
permit any Credit Party that is not a Qualified ECP Guarantor to own, at any time, any Proved Oil and Gas Properties or any Equity Interests in any Subsidiaries. 

ARTICLE X 
 EVENTS OF
DEFAULT; REMEDIES 
 Section 10.01    Events of Default. One or more of the following events shall
constitute an “Event of Default”: 
 (a)    the Borrower shall fail to pay any principal of any Loan or
any reimbursement obligation in respect of any LC Disbursement when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof, by acceleration or otherwise. 

(b)    the Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount
referred to in Section 10.01(a)) payable under any Loan Document, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three (3) Business Days. 

(c)    any representation or warranty made or deemed made by or on behalf of the Borrower or any Subsidiary in or in
connection with any Loan Document or any amendment or modification of any Loan Document or waiver under such Loan Document, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with any Loan
Document or any amendment or modification thereof or waiver thereunder, shall prove to have been incorrect in any material respect when made or deemed made (or incorrect in any respect in the case of any such representation or warranty that is
already qualified by materiality or by reference to Material Adverse Effect). 
 (d)    the Borrower or any Subsidiary
shall fail to observe or perform any covenant, condition or agreement contained in 8.01(m), Section 8.02(a), Section 8.03 (with respect to either the Borrower’s or any Subsidiary’s existence), Section 8.14, Section 8.17 or
in Article IX. 
 (e)    the Borrower or any Subsidiary shall fail to observe or perform any covenant, condition or
agreement contained in this Agreement (other than those specified in Section 10.01(a), Section 10.01(b) or Section 10.01(d)) or any other Loan Document, and such failure shall continue unremedied for a period of thirty (30) days after the
earlier to occur of (i) notice thereof from the Administrative Agent to the Borrower (which notice will be given at the request of any Lender) or (ii) a Responsible Officer of the Borrower or such Subsidiary otherwise becoming aware of
such failure. 

  
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 (f)    the Borrower or any Subsidiary shall fail to make any payment (whether
of principal or interest and regardless of amount) in respect of any Material Debt, when and as the same shall become due and payable. 

(g)    any event or condition occurs that results in any Material Debt becoming due prior to its scheduled maturity or
that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Debt or any trustee or agent on its or their behalf to cause any Material Debt to become due, or to require the
Redemption thereof or any offer to Redeem to be made in respect thereof, prior to its scheduled maturity or require the Borrower or any Subsidiary to make an offer in respect thereof. 

(h)    an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking
(i) liquidation, reorganization or other relief in respect of the Borrower or any Material Subsidiary or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law
now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Material Subsidiary or for a substantial part of its assets, and, in any such case, such
proceeding or petition shall continue undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall be entered. 

(i)    the Borrower or any Material Subsidiary shall (i) voluntarily commence any proceeding or file any petition
seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and
appropriate manner, any proceeding or petition described in Section 10.01(h), (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Material
Subsidiary or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors, or (vi) take
any action for the purpose of effecting any of the foregoing. 
 (j)    the Borrower or any Material Subsidiary shall
become unable, admit in writing its inability or fail generally to pay its debts as they become due. 

(k)    (i) one or more final non-appealable judgments for the payment of
money in an aggregate amount in excess of the Threshold Amount (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) or (ii) any one or more non-monetary final non-appealable judgments that have, or could reasonably be
expected to have, individually or in the aggregate, a Material Adverse Effect, shall be rendered against the Borrower, any Subsidiary or any combination thereof and the same shall remain undischarged for a period of sixty (60) consecutive days
during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Borrower or any Subsidiary to enforce any such judgment. 

  
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 (l)    the Loan Documents after delivery thereof shall for any reason, except
to the extent permitted by the terms thereof, cease to be in full force and effect and valid, binding and enforceable in accordance with their terms against the Borrower or a Guarantor party thereto or shall be repudiated by any of them, or cease to
create a valid and perfected Lien of the priority required thereby in respect of collateral purported to be covered thereby with an individual fair market value in excess of $1,000,000 or an aggregate fair market value in excess of $2,000,000,
except to the extent permitted by the terms of this Agreement, or the Borrower or any Subsidiary or any of their Affiliates shall so state in writing. 

(m)    a Change in Control shall occur. 

(n)    an ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, could
reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding the Threshold Amount. 

Section 10.02    Remedies. 

(a)    In the case of an Event of Default other than one described in Section 10.01(h), Section 10.01(i) or Section
10.01(j), at any time thereafter during the continuance of such Event of Default, the Administrative Agent may, and at the request of the Majority Lenders, shall, by notice to the Borrower, take either or both of the following actions, at the same
or different times: (i) terminate the Revolving Credit Commitments, and thereupon the Revolving Credit Commitments shall terminate immediately, and (ii) declare the Notes and the Loans then outstanding to be due and payable in whole (or in
part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all
fees and other obligations of the Borrower and the Guarantors accrued hereunder and under the Notes and the other Loan Documents (including, without limitation, the payment of cash collateral to secure the LC Exposure as provided in Section
2.08(j)), shall become due and payable immediately, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other notice of any kind, all of which are hereby waived by the Borrower and each Guarantor; and in
case of an Event of Default described in Section 10.01(h), Section 10.01(i) or Section 10.01(j), the Revolving Credit Commitments shall automatically terminate and the Notes and the principal of the Loans then outstanding, together with accrued
interest thereon and all fees and the other obligations of the Borrower and the Guarantors accrued hereunder and under the Notes and the other Loan Documents (including, without limitation, the payment of cash collateral to secure the LC Exposure as
provided in Section 2.08(j)), shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower and each Guarantor. 

(b)    In the case of the occurrence of an Event of Default, the Administrative Agent and the Lenders will have all other
rights and remedies available at law and equity. 

  
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 (c)    All proceeds realized from the liquidation or other disposition of
collateral or otherwise received after maturity of the Loans, whether by acceleration or otherwise, shall be applied: 

(i)    first, to payment or reimbursement of that portion of the Indebtedness constituting fees,
expenses and indemnities payable to the Administrative Agent in its capacity as such; 

(ii)    second, pro rata to payment or reimbursement of that portion of the Indebtedness
constituting fees, expenses and indemnities payable to the Lenders; 
 (iii)    third, pro rata to
payment of accrued interest on the Loans; 
 (iv)    fourth, pro rata to payment of principal
outstanding on the Revolving Loans, LC Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time, and Indebtedness referred to in clause (b) of the definition of Indebtedness owing to Secured Swap Providers;

 (v)    fifth, pro rata to payment of principal outstanding on the Term Loans; 

(vi)    sixth, pro rata to any other Indebtedness; 

(vii)    seventh, to serve as cash collateral to be held by the Administrative Agent to secure the
remaining LC Exposure; and 
 (viii)    eighth, any excess, after all of the Indebtedness shall
have been paid in full in cash, shall be paid to the Borrower or as otherwise required by any Governmental Requirement. 

(ix)    Notwithstanding the foregoing, amounts received from the Borrower or any Guarantor that is not an
“eligible contract participant” under the Commodity Exchange Act shall not be applied to any Excluded Swap Obligations (it being understood, that in the event that any amount is applied to Indebtedness other than Excluded Swap Obligations
as a result of this clause, the 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” under the
Commodity Exchange Act to ensure, as nearly as possible, that the proportional aggregate recoveries with respect to Indebtedness 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 Indebtedness pursuant to clause fourth above). 
 ARTICLE XI 

THE AGENTS 

Section 11.01    Appointment; Powers. Each of the Lenders and the Issuing Bank hereby irrevocably appoints the
Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof and the other Loan Documents, together with
such actions and powers as are reasonably incidental thereto. 

  
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 Section 11.02    Duties and Obligations of Administrative Agent.
The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or
other implied duties, regardless of whether a Default has occurred and is continuing (the use of the term “agent” herein and in the other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or
other implied (or express) obligations arising under agency doctrine of any applicable law; rather, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent
contracting parties), (b) the Administrative Agent shall have no duty to take any discretionary action or exercise any discretionary powers, except as provided in Section 11.03, and (c) except as expressly set forth herein, the
Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as
Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender,
and shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate,
report or other document delivered hereunder or under any other Loan Document or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or in
any other Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, (v) the satisfaction of any condition set forth in Article
VI or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or as to those conditions precedent expressly required to be to the Administrative Agent’s satisfaction, (vi) the
existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower and its Subsidiaries or any other obligor or guarantor, or (vii) any failure by the Borrower or any other Person (other than
itself) to perform any of its obligations hereunder or under any other Loan Document or the performance or observance of any covenants, agreements or other terms or conditions set forth herein or therein. For purposes of determining compliance with
the conditions specified in Article VI, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory
to a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the proposed closing date specifying its objection thereto. 

Section 11.03    Action by Administrative Agent. The Administrative Agent shall have no duty to take any
discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise in writing as directed by the
Majority Lenders (or such other number, class or percentage of the Lenders as shall be necessary under the 

  
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circumstances as set forth in other provisions this Agreement) and in all cases the Administrative Agent shall be fully justified in failing or refusing to act hereunder or under any other Loan
Documents unless it shall (a) receive written instructions from the Majority Lenders or the Lenders, as applicable, (or such other number, class or percentage of the Lenders as shall be necessary under the circumstances as provided in other
provisions of this Agreement) specifying the action to be taken and (b) be indemnified to its satisfaction by the Lenders against any and all liability and expenses which may be incurred by it by reason of taking or continuing to take any such
action. The instructions as aforesaid and any action taken or failure to act pursuant thereto by the Administrative Agent shall be binding on all of the Lenders. If a Default has occurred and is continuing, then the Administrative Agent shall take
such action with respect to such Default as shall be directed by the requisite Lenders in the written instructions (with indemnities) described in this Section 11.03, provided that, unless and until the Administrative Agent shall have
received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default as it shall deem advisable in the best interests of the Lenders. In no event,
however, shall the Administrative Agent be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to this Agreement, the Loan Documents or applicable law. If a Default has occurred and is
continuing, no Agent shall have any obligation to perform any act in respect thereof. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Majority Lenders or the Lenders (or
such other number, class or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 12.02 provisions of this Agreement), and otherwise the Administrative Agent shall not be liable for any action taken or
not taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith INCLUDING ITS OWN ORDINARY NEGLIGENCE, except for its own gross
negligence or willful misconduct. 
 Section 11.04    Reliance by Administrative Agent. The Administrative
Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the
proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon and each of the Borrower, the
Lenders and the Issuing Bank hereby waives the right to dispute the Administrative Agent’s record of such statement, except in the case of gross negligence or willful misconduct by the Administrative Agent. The Administrative Agent may consult
with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or
experts. The Administrative Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof permitted hereunder shall have been filed with the
Administrative Agent. 
 Section 11.05    Subagents. The Administrative Agent may perform any and all its
duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent
may perform any and 

  
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all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding Sections of this Article XI shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of
the credit facilities provided for herein as well as activities as Administrative Agent. 

Section 11.06    Resignation of Administrative Agent. Subject to the appointment and acceptance of a successor
Administrative Agent as provided in this Section 11.06, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Majority Lenders shall have the right, in
consultation with and upon the approval of the Borrower (so long as no Event of Default of the type described in Section 10.01(a), Section 10.01(b), Section 10.01(h), Section 10.01(i) or Section 10.01(j) has occurred and is continuing), which
approval shall not be unreasonably withheld, to appoint a successor. If no successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent
gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any
such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the
retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between
the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article XI and Section 12.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. 

Section 11.07    Agents as Lenders. Each bank serving as an Agent hereunder shall have the same rights and
powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not an Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower
or any Subsidiary or other Affiliate thereof as if it were not an Agent hereunder. 
 Section 11.08    No
Reliance. Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent, any other Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Agreement and each other Loan Document to which it is a party. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent, any other Agent or any other Lender
and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document, any related agreement or any
document furnished hereunder or thereunder. The Agents shall not be required to keep themselves informed as to the performance or observance by the Borrower or any of its Subsidiaries of this Agreement, the Loan Documents or any other document
referred to or provided for herein or to inspect the Properties or books of the Borrower or its Subsidiaries. 

  
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Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no Agent or the Arranger shall have any
duty or responsibility to provide any Lender with any credit or other information concerning the affairs, financial condition or business of the Borrower (or any of its Affiliates) which may come into the possession of such Agent or any of its
Affiliates. In this regard, each Lender acknowledges that Vinson & Elkins L.L.P. is acting in this transaction as special counsel to the Administrative Agent only, except to the extent otherwise expressly stated in any legal opinion or any
Loan Document. Each other party hereto will consult with its own legal counsel to the extent that it deems necessary in connection with the Loan Documents and the matters contemplated therein. 

Section 11.09    Administrative Agent May File Proofs of Claim. In case of the pendency of any receivership,
insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Borrower or any of its Subsidiaries, the Administrative Agent (irrespective of whether the principal of any Loan
shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or
otherwise: 
 (a)    to file and prove a claim for the whole amount of the principal and interest owing and unpaid in
respect of the Loans and all other Indebtedness that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the
reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent under Section 12.03) allowed in
such judicial proceeding; and 
 (b)    to collect and receive any monies or other property payable or deliverable on
any such claims and to distribute the same; 
 and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any
such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the
Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Section 12.03. 

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan
of reorganization, arrangement, adjustment or composition affecting the Indebtedness or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding. 

Section 11.10    Authority of Administrative Agent to Release Collateral, Liens and Guarantors. Each
Lender and the Issuing Bank hereby authorizes the Administrative Agent to release (a) any collateral that is permitted to be sold or released pursuant to the terms of the Loan Documents and (b) any Guarantor if 100% of the Equity Interests
in such Guarantor are sold in a 

  
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transaction permitted under the Loan Documents. Each Lender and the Issuing Bank hereby authorizes the Administrative Agent to execute and deliver to the Borrower, at the Borrower’s sole
cost and expense, any and all releases of Liens, termination statements, assignments or other documents reasonably requested by the Borrower in connection with any sale or other disposition of Property to the extent such sale or other disposition is
permitted by the terms of Section 9.12 or is otherwise authorized by the terms of the Loan Documents. 

Section 11.11    The Arranger. The Arranger shall have no duties, responsibilities or liabilities under this
Agreement and the other Loan Documents other than their duties, responsibilities and liabilities in its capacity as Lender hereunder. 

ARTICLE XII 

MISCELLANEOUS 

Section 12.01    Notices. 

(a)    Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to
Section 12.01(b)), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by fax, as follows: 

(i)    if to the Borrower, to it at c/o Chaparral Energy, Inc., 701 Cedar Lake Blvd., Oklahoma City,
Oklahoma 73114, Attention: Joe Evans (Fax No. (405) 425-8990); 

(ii)    if to the Administrative Agent or Issuing Bank, to it at JPMorgan Chase Bank, N.A., 712 Main Street
– 12 South, Houston, Texas 77002, Attention: Trey Lewis (Fax No. (713) 216-7794); with a copy to: JPMorgan Chase Bank, N.A., 10 South Dearborn,
L2 Floor, IL1-0480, Chicago, Illinois 60603-2003, Attention: Leonida G. Mischke (Fax No. (844) 490-5663);

 (iii)    if to any other Lender, to it at its address (or fax number) set forth in its Administrative
Questionnaire. 
 (b)    Notices and other communications to the Lenders hereunder may be delivered or furnished by
electronic communications pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II, Article III, Article IV and Article V unless otherwise agreed by the
Administrative Agent and the applicable Lender. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it;
provided that approval of such procedures may be limited to particular notices or communications. 
 (c)    Any
party hereto may change its address or fax number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this
Agreement shall be deemed to have been given on the date of receipt. 

  
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 Section 12.02    Waivers; Amendments. 

(a)    No failure on the part of the Administrative Agent, any other Agent, the Issuing Bank or any Lender to exercise and
no delay in exercising, and no course of dealing with respect to, any right, power or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the Loan Documents shall operate as a waiver
thereof, nor shall any single or partial exercise of any right, power or privilege under any of the Loan Documents preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies of the
Administrative Agent, any other Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this
Agreement or any other Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(b), and then such waiver or consent shall be effective only in the
specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the
Administrative Agent, any other Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time. 

(b)    Neither this Agreement nor any provision hereof nor any Security Instrument nor any provision thereof may be
waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Majority Lenders or by the Borrower and the Administrative Agent with the consent of the Majority Lenders; provided that
no such agreement shall (i) increase the Revolving Credit Commitments or the Maximum Revolving Credit Amount of any Revolving Credit Lender without the written consent of such Revolving Credit Lender, (ii) increase the principal amount of
any Term Lender’s Term Loan without the written consent of such Term Lender, (iii) increase the Borrowing Base without the written consent of each Revolving Credit Lender (other than any Defaulting Lender), decrease or maintain the
Borrowing Base without the consent of the Required Revolving Credit Lenders, postpone any Scheduled Redetermination Date without the consent of the Required Revolving Credit Lenders, or modify Section 2.07 in any manner that results in an
increase in the Borrowing Base without the consent of each Revolving Credit Lender (other than any Defaulting Lender), (iv) reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any fees
payable hereunder, or reduce any other Indebtedness hereunder or under any other Loan Document, without the written consent of each Lender affected thereby; provided that the imposition of the default rate of interest under Section 3.02(c)
may be waived by the Majority Lenders, (v) postpone the scheduled date of payment or prepayment of the principal amount of any Loan or LC Disbursement, or any interest thereon, or any fees payable hereunder, or any other Indebtedness hereunder
or under any other Loan Document, or reduce the amount of, waive or excuse any such payment, or postpone or extend the Maturity Date or the Termination Date without the written consent of each Lender affected thereby, (vi) change Section
4.01(b) or Section 4.01(c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (vii) waive or amend Section 3.04(c), Section 6.01, Section 10.02(c) or
Section 12.14 or change the definition of the terms “Domestic Subsidiary”, “Foreign Subsidiary”, “Material Subsidiary”, “Immaterial Subsidiary” or “Subsidiary”, without the written consent of
each Lender (other than any 

  
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Defaulting Lender), (viii) release any Guarantor (except as set forth in Section 11.10 or in the Guaranty Agreement) or release all or substantially all of the Mortgaged Properties
(other than as provided in Section 11.10), without the written consent of each Lender (other than any Defaulting Lender), (ix) change any of the provisions of this Section 12.02(b) or the definition of “Majority Lenders” or any
other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or under any other Loan Documents or make any determination or grant any consent hereunder or any other Loan Documents,
without the written consent of each Lender (other than any Defaulting Lender) or (x) change the definition of “Required Revolving Credit Lenders” without the written consent of each Revolving Credit Lender (other than any Defaulting
Lender); provided, further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, any other Agent, or the Issuing Bank hereunder or under any other Loan Document without the
prior written consent of the Administrative Agent, such other Agent or the Issuing Bank, as the case may be. 

(c)    Notwithstanding the foregoing, (i) any supplement to Schedule 7.14 (Subsidiaries)
shall be effective simply by delivering to the Administrative Agent a supplemental schedule clearly marked as such and, upon receipt, the Administrative Agent will promptly deliver a copy thereof to the Lenders, (ii) the Borrower and the
Administrative Agent may amend this Agreement or any other Loan Document without the consent of the Lenders in order to correct, amend or cure any ambiguity, inconsistency or defect or correct any typographical error or other manifest error in any
Loan Document, and (iii) the Administrative Agent and the Borrower (or other applicable Credit Party) may enter into any amendment, modification or waiver of this Agreement or any other Loan Document or enter into any agreement or instrument to
effect the granting, perfection, protection, expansion or enhancement of any security interest in any Mortgaged Property or Property to become Mortgaged Property to secure the Indebtedness for the benefit of the Lenders or as required by any
Governmental Requirement to give effect to, protect or otherwise enhance the rights or benefits of any Lender under the Loan Documents without the consent of any Lender. 

(d)    Notwithstanding anything to the contrary contained in any Loan Documents, (i) the Revolving Credit Commitment
of any Defaulting Lender may not be increased without its consent (it being understood, for avoidance of doubt, that no Defaulting Lender shall have any right to approve or disapprove any increase, decrease or reaffirmation of the Borrowing Base)
and (ii) the Administrative Agent may with the consent of the Borrower amend, modify or supplement the Loan Documents to effectuate an increase to the Borrowing Base where such Defaulting Lender does not consent to an increase to its Revolving
Credit Commitment (including not increasing the Borrowing Base by the portion thereof applicable to the Defaulting Lender). 

Section 12.03    Expenses, Indemnity; Damage Waiver. 

(a)    The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including, without limitation, the reasonable fees, charges and disbursements of counsel (provided, that, the Borrower
shall only bear such expenses for one primary counsel for the Administrative Agent, any specialist counsel (if reasonably required by the Administrative Agent) and one local or foreign counsel for 

  
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the Administrative Agent in each relevant jurisdiction) and other outside consultants for the Administrative Agent, the reasonable travel, photocopy, mailing, courier, telephone and other similar
expenses, and the cost of reasonably requested environmental invasive and non-invasive assessments and audits and surveys and appraisals (provided that, unless an Event of Default has occurred and is
continuing, the Borrower shall bear the cost of only two such assessments, audits, surveys or appraisals per year), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery
and administration (both before and after the execution hereof and including advice of counsel to the Administrative Agent as to the rights and duties of the Administrative Agent and the Lenders with respect thereto) of this Agreement and the other
Loan Documents and any amendments, modifications or waivers of or consents related to the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all costs, expenses, Taxes,
assessments and other charges incurred by any Agent or any Lender in connection with any filing, registration, recording or perfection of any security interest contemplated by this Agreement or any Security Instrument or any other document referred
to therein, (iii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension
of any Letter of Credit or any demand for payment thereunder and (iv) all documented out-of-pocket expenses incurred by any Agent, the Issuing Bank or any Lender,
including the fees, charges and disbursements of any counsel for any Agent, the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement or any other Loan Document, including its
rights under this Section 12.03, or in connection with the Loans made or Letters of Credit issued hereunder, including, without limitation, all such documented
out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. 

(b)    THE BORROWER SHALL INDEMNIFY EACH AGENT, THE ARRANGER, THE ISSUING BANK AND EACH LENDER, AND EACH RELATED PARTY OF
ANY OF THE FOREGOING PERSONS (EACH SUCH PERSON BEING CALLED AN “INDEMNITEE”) AGAINST, AND DEFEND AND HOLD EACH INDEMNITEE HARMLESS FROM, ANY AND ALL LOSSES, CLAIMS, DAMAGES, PENALTIES, LIABILITIES, TAXES AND RELATED EXPENSES,
INCLUDING THE FEES, CHARGES AND DISBURSEMENTS OF ANY COUNSEL FOR ANY INDEMNITEE, INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF (i) THE EXECUTION OR DELIVERY OF THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY OR THEREBY, THE PERFORMANCE BY THE PARTIES HERETO OR THE PARTIES TO ANY OTHER LOAN DOCUMENT OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR THEREUNDER OR THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY OR BY ANY OTHER LOAN DOCUMENT, (ii) THE FAILURE OF THE BORROWER OR ANY SUBSIDIARY TO COMPLY WITH THE TERMS OF ANY LOAN DOCUMENT, INCLUDING THIS AGREEMENT, OR WITH ANY GOVERNMENTAL REQUIREMENT, (iii) ANY
INACCURACY OF ANY REPRESENTATION OR ANY BREACH OF ANY WARRANTY OR COVENANT OF THE BORROWER OR ANY GUARANTOR SET FORTH IN ANY OF THE LOAN DOCUMENTS OR ANY INSTRUMENTS, DOCUMENTS OR CERTIFICATIONS DELIVERED IN CONNECTION THEREWITH, (iv) ANY LOAN
OR 

  
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LETTER OF CREDIT OR THE USE OF THE PROCEEDS THEREFROM, INCLUDING, WITHOUT LIMITATION, (A) ANY REFUSAL BY THE ISSUING BANK TO HONOR A DEMAND FOR PAYMENT UNDER A LETTER OF CREDIT IF THE
DOCUMENTS PRESENTED IN CONNECTION WITH SUCH DEMAND DO NOT STRICTLY COMPLY WITH THE TERMS OF SUCH LETTER OF CREDIT, OR (B) THE PAYMENT OF A DRAWING UNDER ANY LETTER OF CREDIT NOTWITHSTANDING THE
NON-COMPLIANCE, NON-DELIVERY OR OTHER IMPROPER PRESENTATION OF THE DOCUMENTS PRESENTED IN CONNECTION THEREWITH, (v) ANY OTHER ASPECT OF THE LOAN DOCUMENTS,
(vi) THE OPERATIONS OF THE BUSINESS OF THE BORROWER AND ITS SUBSIDIARIES BY THE BORROWER AND ITS SUBSIDIARIES, (vii) ANY ASSERTION THAT THE LENDERS WERE NOT ENTITLED TO RECEIVE THE PROCEEDS RECEIVED PURSUANT TO THE SECURITY INSTRUMENTS,
(viii) ANY ENVIRONMENTAL LAW APPLICABLE TO THE BORROWER OR ANY SUBSIDIARY OR ANY OF THEIR PROPERTIES OR OPERATIONS, INCLUDING, THE PRESENCE, GENERATION, STORAGE, RELEASE, THREATENED RELEASE, USE, TRANSPORT, DISPOSAL, ARRANGEMENT OF DISPOSAL OR
TREATMENT OF HAZARDOUS MATERIALS ON OR AT ANY OF THEIR PROPERTIES, (ix) THE BREACH OR NON-COMPLIANCE BY THE BORROWER OR ANY SUBSIDIARY WITH ANY ENVIRONMENTAL LAW APPLICABLE TO THE BORROWER OR ANY
SUBSIDIARY, (x) THE PAST OWNERSHIP BY THE BORROWER OR ANY SUBSIDIARY OF ANY OF THEIR PROPERTIES OR PAST ACTIVITY ON ANY OF THEIR PROPERTIES WHICH, THOUGH LAWFUL AND FULLY PERMISSIBLE AT THE TIME, COULD RESULT IN PRESENT LIABILITY, (xi) THE
PRESENCE, USE, RELEASE, STORAGE, TREATMENT, DISPOSAL, GENERATION, THREATENED RELEASE, TRANSPORT, ARRANGEMENT FOR TRANSPORT OR ARRANGEMENT FOR DISPOSAL OF HAZARDOUS MATERIALS ON OR AT ANY OF THE PROPERTIES OWNED OR OPERATED BY THE BORROWER OR ANY
SUBSIDIARY OR ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OF HAZARDOUS MATERIALS ON OR FROM ANY PROPERTY OWNED OR OPERATED BY THE BORROWER OR ANY OF ITS SUBSIDIARIES, (xii) ANY ENVIRONMENTAL LIABILITY RELATED IN ANY WAY TO THE BORROWER OR ANY OF
ITS SUBSIDIARIES, OR (xiii) ANY OTHER ENVIRONMENTAL, HEALTH OR SAFETY CONDITION IN CONNECTION WITH THE LOAN DOCUMENTS, OR (xiv) ANY ACTUAL OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING,
WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO, AND SUCH INDEMNITY SHALL EXTEND TO EACH INDEMNITEE NOTWITHSTANDING THE SOLE OR CONCURRENT NEGLIGENCE OF EVERY KIND OR CHARACTER
WHATSOEVER, WHETHER ACTIVE OR PASSIVE, WHETHER AN AFFIRMATIVE ACT OR AN OMISSION, INCLUDING WITHOUT LIMITATION, ALL TYPES OF NEGLIGENT CONDUCT IDENTIFIED IN THE RESTATEMENT (SECOND) OF TORTS OF ONE OR MORE OF THE INDEMNITEES OR BY REASON OF STRICT
LIABILITY IMPOSED WITHOUT FAULT ON ANY ONE OR MORE OF THE INDEMNITEES; PROVIDED THAT SUCH INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE TO THE EXTENT THAT SUCH LOSSES, CLAIMS, DAMAGES, LIABILITIES OR RELATED EXPENSES
(A) ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE 

  
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JUDGMENT TO HAVE RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE, (B) ARE ON ACCOUNT OF A DISPUTE ARISING SOLELY AMONG INDEMNITEES (OTHER THAN THE ADMINISTRATIVE
AGENT OR THE ARRANGER IN SUCH ROLES) TO THE EXTENT SUCH DISPUTE DOES NOT INVOLVE AND IS NOT RELATED TO ANY ACT, OMISSION OR REPRESENTATION ON THE PART OF, OR ANY INFORMATION PROVIDED BY OR ON BEHALF OF, THE BORROWER, ANY GUARANTOR OR AFFILIATES
THEREOF, (C) RESULTED FROM A CLAIM BROUGHT BY THE BORROWER AGAINST ANY INDEMNITEE OF ANY MATERIAL BREACH IN BAD FAITH OF SUCH INDEMNITEE’S FUNDING OBLIGATIONS UNDER THIS AGREEMENT OR (D) IN RESPECT OF ANY PROPERTY FOR ANY OCCURRENCE
ARISING FROM THE ACTS OR OMISSIONS OF THE ADMINISTRATIVE AGENT OR ANY OTHER INDEMNITEE DURING THE PERIOD AFTER WHICH SUCH PERSON, ITS SUCCESSORS OR ASSIGNS SHALL HAVE OBTAINED POSSESSION OF SUCH PROPERTY (WHETHER BY FORECLOSURE OR DEED IN LIEU OF
FORECLOSURE, AS MORTGAGEE-IN-POSSESSION OR OTHERWISE). 

(c)    To the extent that the Borrower fails to pay any amount required to be paid by it to any Agent, the Arranger or the
Issuing Bank under Section 12.03(a) or (b), each Lender severally agrees to pay to such Agent, the Arranger or the Issuing Bank, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed
expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent, the
Arranger or the Issuing Bank in its capacity as such. 
 (d)    To the extent permitted by applicable law, the Borrower
shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result
of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. 

(e)    All amounts due under this Section 12.03 shall be payable promptly after written demand therefor. 

Section 12.04    Successors and Assigns. 

(a)    The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder
without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder
except in accordance with this Section 12.04. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby


  
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(including any Affiliate of the Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in Section 12.04(c)) and, to the extent expressly contemplated hereby, the
Related Parties of each of the Administrative Agent, the Issuing Bank and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. 

(b)    (i) Subject to the conditions set forth in Section 12.04(b)(ii), any Lender may assign to one or more assignees all
or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Credit Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or
delayed) of: 
 (A)    the Borrower, provided that no consent of the Borrower shall be required if
such assignment is to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, is to any other assignee; and 

(B)    the Administrative Agent, provided that no consent of the Administrative Agent shall be
required for an assignment to an assignee that is a Lender immediately prior to giving effect to such assignment. 

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

(A)    except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the
entire remaining amount of the assigning Lender’s Revolving Credit Commitment or Loans, the amount of the Revolving Credit Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and
Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Borrower
shall be required if an Event of Default has occurred and is continuing; 
 (B)    each partial
assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement; 

(C)    the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment
and Assumption, together with a processing and recordation fee of $3,500; 
 (D)    the assignee, if it
shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire and shall deliver notice of the Assignment and Assumption to the Borrower; and 

(E)    in no event may any Lender assign all or a portion of its rights and obligations under this
Agreement to (i) the Borrower or any Affiliate of 

  
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the Borrower, (ii) any natural person or (iii) any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the
foregoing Persons described in this clause (iii). 
 (iii)    Subject to Section 12.04(b)(iv) and the
acceptance and recording thereof, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the
rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of
an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 5.01,
Section 5.02, Section 5.03 and Section 12.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.04 shall be treated for purposes of this Agreement as a
sale by such Lender of a participation in such rights and obligations in accordance with Section 12.04(c). 

(iv)    The Administrative Agent, acting solely for this purpose as a
non-fiduciary agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders,
and the Maximum Revolving Credit Amount of, and principal amount (and stated interest) of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the
Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent, the Issuing Bank and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all
purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, the Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable prior notice. In
connection with any changes to the Register, if necessary, the Administrative Agent will reflect the revisions on Annex I and forward a copy of such revised Annex I to the Borrower, the Issuing
Bank and each Lender. 
 (v)    Upon its receipt of a duly completed Assignment and Assumption executed
by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in Section 12.04(b) and any written consent
to such assignment required by Section 12.04(b), the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement
unless it has been recorded in the Register as provided in this Section 12.04(b). 
 (c)    (i) Any Lender may, without
the consent of the Borrower, the Administrative Agent or the Issuing Bank, sell participations to one or more banks or other Persons (other than the Borrower, any Affiliate of the Borrower or any natural person) (a “Participant”) in
all or a portion of such Lender’s rights and obligations under this Agreement 

  
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(including all or a portion of its Revolving Credit Commitment and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain
unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent, the Issuing Bank and the other Lenders shall continue to deal
solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the
sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the
Participant, agree to any amendment, modification or waiver described in the proviso to Section 12.02 that affects such Participant. In addition such agreement must provide that the Participant be bound by the provisions of Section 12.03.
Subject to Section 12.04(c)(ii), the Borrower agrees that each Participant shall be entitled to the benefits of Section 5.01, Section 5.02 and Section 5.03 (subject to the requirements and limitations in Section 5.03, including
the requirements under Section 5.03(f) and (g) (it being understood that the documentation required under Section 5.03(f) and (g) and shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired
its interest by assignment pursuant to Section 12.04(b). To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.08 as though it were a Lender, provided such Participant agrees to be subject
to Section 4.01(c) as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the
name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that
no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or
its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded
in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have
no responsibility for maintaining a Participant Register. 
 (ii)    Each Participant shall not be
entitled to receive any greater payment under Sections 5.01 or 5.03, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results
from a Change in Law that occurs after the Participant acquired the applicable participation. 
 (d)    Any Lender may
at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including, without limitation, any pledge or assignment to secure obligations to a Federal Reserve Bank
or other central bank having jurisdiction over such Lender, and this Section 12.04 shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a
Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. 

  
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 (e)    Notwithstanding any other provisions of this Section 12.04, no
transfer or assignment of the interests or obligations of any Lender or any grant of participations therein shall be permitted if such transfer, assignment or grant would require the Borrower and the Guarantors to file a registration statement with
the SEC or to qualify the Loans under the “Blue Sky” laws of any state. 
 Section 12.05    Survival;
Revival; Reinstatement. 
 (a)    All covenants, agreements, representations and warranties made by the Borrower
herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and
delivery of this Agreement and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, any other Agent, the
Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued
interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Revolving Credit Commitments have not expired or terminated. The provisions of
Section 5.01, Section 5.02, Section 5.03 and Section 12.03 and Article XI shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the
expiration or termination of the Letters of Credit and the Revolving Credit Commitments or the termination of this Agreement, any other Loan Document or any provision hereof or thereof. 

(b)    To the extent that any payments on the Indebtedness or proceeds of any collateral are subsequently invalidated,
declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, debtor in possession, receiver or other Person under any bankruptcy law, common law or equitable cause, then to such extent, the Indebtedness so satisfied
shall be revived and continue as if such payment or proceeds had not been received and the Administrative Agent’s and the Lenders’ Liens, security interests, rights, powers and remedies under this Agreement and each Loan Document shall
continue in full force and effect. In such event, each Loan Document shall be automatically reinstated and the Borrower shall take such action as may be reasonably requested by the Administrative Agent and the Lenders to effect such reinstatement.

 Section 12.06    Counterparts; Integration; Effectiveness. 

(a)    This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of
which shall constitute an original, but all of which when taken together shall constitute a single contract. 

  
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 (b)    This Agreement, the other Loan Documents and any separate letter
agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and thereof and supersede any and all previous agreements and understandings, oral or written,
relating to the subject matter hereof and thereof. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES HERETO AND THERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. 
 (c)    Except as provided
in Section 6.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of
each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by fax or
other electronic transmission (e.g., .pdf) shall be effective as delivery of a manually executed counterpart of this Agreement. 

Section 12.07    Severability. Any provision of this Agreement or any other Loan Document held to be invalid,
illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions
hereof or thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. 

Section 12.08    Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender
and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and
other obligations (of whatsoever kind, including, without limitation, obligations under Swap Agreements) at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower or any Subsidiary against any of and all the
obligations of the Borrower or any Subsidiary owed to such Lender now or hereafter existing under this Agreement or any other Loan Document, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan
Document and although such obligations may be unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (a) all amounts so set off shall be paid over immediately to the Administrative Agent
for further application in accordance with the provisions of Section 2.09 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the
Issuing Bank, and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting Lender as to which it exercised such right of
setoff. The rights of each Lender under this Section 12.08 are in addition to other rights and remedies (including other rights of setoff) which such Lender or its Affiliates may have. Each Lender and the Issuing Bank agrees to notify the
Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application. 

  
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 Section 12.09    GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF
PROCESS. 
 (a)    THIS AGREEMENT AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK EXCEPT TO THE EXTENT THAT UNITED STATES FEDERAL LAW PERMITS ANY LENDER TO CONTRACT FOR, CHARGE, RECEIVE, RESERVE OR TAKE INTEREST AT THE RATE ALLOWED BY THE LAWS OF THE STATE WHERE SUCH LENDER IS LOCATED. 

(b)    ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THE LOAN DOCUMENTS SHALL BE BROUGHT IN THE COURTS OF THE STATE OF
NEW YORK OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, IN EITHER CASE LOCATED IN NEW YORK COUNTY, NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY HEREBY ACCEPTS FOR ITSELF AND (TO THE EXTENT
PERMITTED BY LAW) IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED
ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS. THIS SUBMISSION TO JURISDICTION IS NON-EXCLUSIVE
AND DOES NOT PRECLUDE A PARTY FROM OBTAINING JURISDICTION OVER ANOTHER PARTY IN ANY COURT OTHERWISE HAVING JURISDICTION. 

(c)    EACH PARTY IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR
PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO IT AT THE ADDRESS SPECIFIED IN SECTION 12.01 OR SUCH OTHER ADDRESS AS IS SPECIFIED PURSUANT TO SECTION 12.01 (OR ITS ASSIGNMENT AND
ASSUMPTION), SUCH SERVICE TO BECOME EFFECTIVE THIRTY (30) DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF A PARTY OR ANY HOLDER OF A NOTE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS
OR OTHERWISE PROCEED AGAINST ANOTHER PARTY IN ANY OTHER JURISDICTION. 
 (d)    EACH PARTY HEREBY (i) IRREVOCABLY
AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN; (ii) IRREVOCABLY WAIVES, TO THE MAXIMUM
EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES; PROVIDED THAT NOTHING
CONTAINED IN THIS SECTION 12.09(d)(ii) SHALL LIMIT 

  
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THE BORROWER’S INDEMNIFICATION OBLIGATIONS TO THE EXTENT SET FORTH IN SECTION 12.03 TO THE EXTENT SUCH SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES ARE INCLUDED IN ANY THIRD
PARTY CLAIM IN CONNECTION WITH WHICH SUCH INDEMNITEE IS OTHERWISE ENTITLED TO INDEMNIFICATION HEREUNDER; (iii) CERTIFIES THAT NO PARTY HERETO NOR ANY REPRESENTATIVE OR AGENT OR COUNSEL FOR ANY PARTY HERETO HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, OR IMPLIED THAT SUCH PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS, AND (iv) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT, THE LOAN DOCUMENTS AND THE TRANSACTIONS
CONTEMPLATED HEREBY AND THEREBY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 12.09. 

Section 12.10    Headings. Article and Section headings and the Table of Contents used herein are for
convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement. 

Section 12.11    Confidentiality. Each of the Administrative Agent, the Issuing Bank and the Lenders agrees to
maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors
(it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested or required by any
regulatory authority purporting to have jurisdiction over such Person, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement or any other Loan
Document, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or
thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section 12.11, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or
obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any Swap Agreement relating to the Borrower and its obligations, (g) with the consent of the Borrower, or (h) to the extent such
Information (i) becomes publicly available other than as a result of a breach of this Section 12.11 or (ii) becomes available to the Administrative Agent, the Issuing Bank or any Lender on a nonconfidential basis from a source other
than the Borrower. For the purposes of this Section 12.11, “Information” means all information received from the Borrower or any Subsidiary relating to the Borrower or any Subsidiary and their businesses, other than any such
information that is available to the Administrative Agent, the Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by the Borrower or a Subsidiary; provided that, in the case of information received from the Borrower or
any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section 12.11 shall be considered to
have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Notwithstanding anything herein to
the contrary, “Information” shall 

  
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not include, and the Borrower, the Borrower’s Subsidiaries, the Administrative Agent, each Lender and the respective Affiliates of each of the foregoing (and the respective partners,
directors, officers, employees, agents, advisors and other representatives of the aforementioned Persons), and any other party, may disclose to any and all Persons, without limitation of any kind (A) any information with respect to the United
States federal and state income tax treatment of the transactions contemplated hereby and any facts that may be relevant to understanding the United States federal or state income tax treatment of such transactions (“tax
structure”), which facts shall not include for this purpose the names of the parties or any other person named herein, or information that would permit identification of the parties or such other persons, or any pricing terms or other
nonpublic business or financial information that is unrelated to such tax treatment or tax structure, and (B) all materials of any kind (including opinions or other tax analyses) that are provided to the Borrower, the Administrative Agent or
such Lender relating to such tax treatment or tax structure. 
 Section 12.12    Interest Rate
Limitation. It is the intention of the parties hereto that each Lender shall conform strictly to usury laws applicable to it. Accordingly, if the transactions contemplated hereby would be usurious as to any Lender under laws applicable to it
(including the laws of the United States of America and any State therein or any other jurisdiction whose laws may be mandatorily applicable to such Lender notwithstanding the other provisions of this Agreement), then, in that event, notwithstanding
anything to the contrary in any of the Loan Documents or any agreement entered into in connection with or as security for the Notes, it is agreed as follows: (a) the aggregate of all consideration which constitutes interest under law applicable
to any Lender that is contracted for, taken, reserved, charged or received by such Lender under any of the Loan Documents or agreements or otherwise in connection with the Notes shall under no circumstances exceed the maximum amount allowed by such
applicable law, and any excess shall be canceled automatically and if theretofore paid shall be credited by such Lender on the principal amount of the Indebtedness (or, to the extent that the principal amount of the Indebtedness shall have been or
would thereby be paid in full, refunded by such Lender to the Borrower); and (b) in the event that the maturity of the Notes is accelerated by reason of an election of the holder thereof resulting from any Event of Default under this Agreement
or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest under law applicable to any Lender may never include more than the maximum amount allowed by such applicable law, and excess
interest, if any, provided for in this Agreement or otherwise shall be canceled automatically by such Lender as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited by such Lender on the principal amount of the
Indebtedness (or, to the extent that the principal amount of the Indebtedness shall have been or would thereby be paid in full, refunded by such Lender to the Borrower). All sums paid or agreed to be paid to any Lender for the use, forbearance or
detention of sums due hereunder shall, to the extent permitted by law applicable to such Lender, be amortized, prorated, allocated and spread throughout the stated term of the Loans evidenced by the Notes until payment in full so that the rate or
amount of interest on account of any Loans hereunder does not exceed the maximum amount allowed by such applicable law. If at any time and from time to time (i) the amount of interest payable to any Lender on any date shall be computed at the
Highest Lawful Rate applicable to such Lender pursuant to this Section 12.12 and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to such Lender would be less than the amount of
interest payable to such Lender 

  
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computed at the Highest Lawful Rate applicable to such Lender, then the amount of interest payable to such Lender in respect of such subsequent interest computation period shall continue to be
computed at the Highest Lawful Rate applicable to such Lender until the total amount of interest payable to such Lender shall equal the total amount of interest which would have been payable to such Lender if the total amount of interest had been
computed without giving effect to this Section 12.12. To the extent that Chapter 303 of the Texas Finance Code is relevant for the purpose of determining the Highest Lawful Rate applicable to a Lender, such Lender elects to determine the
applicable rate ceiling under such Chapter by the weekly ceiling from time to time in effect. Chapter 346 of the Texas Finance Code does not apply to the Borrower’s obligations hereunder. 

Section 12.13    EXCULPATION PROVISIONS. EACH OF THE PARTIES HERETO SPECIFICALLY AGREES THAT IT HAS A DUTY TO
READ THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND AGREES THAT IT IS CHARGED WITH NOTICE AND KNOWLEDGE OF THE TERMS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS; THAT IT HAS IN FACT READ THIS AGREEMENT AND IS FULLY INFORMED AND HAS FULL NOTICE
AND KNOWLEDGE OF THE TERMS, CONDITIONS AND EFFECTS OF THIS AGREEMENT; THAT IT HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL OF ITS CHOICE THROUGHOUT THE NEGOTIATIONS PRECEDING ITS EXECUTION OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS; AND HAS
RECEIVED THE ADVICE OF ITS ATTORNEY IN ENTERING INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS; AND THAT IT RECOGNIZES THAT CERTAIN OF THE TERMS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS RESULT IN ONE PARTY ASSUMING THE LIABILITY INHERENT IN
SOME ASPECTS OF THE TRANSACTION AND RELIEVING THE OTHER PARTY OF ITS RESPONSIBILITY FOR SUCH LIABILITY. EACH PARTY HERETO AGREES AND COVENANTS THAT IT WILL NOT CONTEST THE VALIDITY OR ENFORCEABILITY OF ANY EXCULPATORY PROVISION OF THIS AGREEMENT AND
THE OTHER LOAN DOCUMENTS ON THE BASIS THAT THE PARTY HAD NO NOTICE OR KNOWLEDGE OF SUCH PROVISION OR THAT THE PROVISION IS NOT “CONSPICUOUS.” 

Section 12.14    Collateral Matters; Swap Agreements. The benefit of the Security Instruments and of the
provisions of this Agreement relating to any collateral securing the Indebtedness shall also extend to and be available to the Secured Swap Providers with respect to any Swap Agreement including any Swap Agreement in existence prior to the date
hereof, but excluding any additional transactions or confirmations entered into (a) after such Secured Swap Provider ceases to be a Lender or an Affiliate of a Lender or (b) after assignment by a Secured Swap Provider to another Secured
Swap Provider that is not a Lender or an Affiliate of a Lender. No Lender or any Affiliate of a Lender shall have any voting or consent rights under any Loan Document as a result of the existence of obligations owed to it under any such Swap
Agreements. 
 Section 12.15    No Third Party Beneficiaries. This Agreement, the other Loan Documents, and
the agreement of the Lenders to make Loans and the Issuing Bank to issue, amend, renew or extend Letters of Credit hereunder are solely for the benefit of the Borrower, and no other Person (including, without limitation, any Subsidiary of the
Borrower, any obligor, 

  
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contractor, subcontractor, supplier or materialsman) shall have any rights, claims, remedies or privileges hereunder or under any other Loan Document against the Administrative Agent, any other
Agent, the Issuing Bank or any Lender for any reason whatsoever. There are no third party beneficiaries. 

Section 12.16    USA Patriot Act Notice. Each Lender hereby notifies the Borrower that pursuant to the
requirements of the USA Patriot Act, it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender to identify
the Borrower in accordance with the US Patriot Act. 
 Section 12.17    No Advisory or Fiduciary
Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and
acknowledges its Subsidiaries’ understanding, that: (a) (i) no fiduciary, advisory or agency relationship between the Borrower and its Subsidiaries and the Administrative Agent or any Lender is intended to be or has been created in
respect of the transactions contemplated hereby or by the other Loan Documents, irrespective of whether the Administrative Agent or any Lender has advised or is advising the Borrower or any Subsidiary on other matters; (ii) the arranging and
other services regarding this Agreement provided by the Administrative Agent and the Lenders are arm’s-length commercial transactions between the Borrower and its Subsidiaries, on the one hand, and the
Administrative Agent and the Lenders, on the other hand; (iii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate; and (iv) the Borrower is capable of evaluating,
and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; and (b) (i) the Administrative Agent and the Lenders each is and has been acting solely as a principal
and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Subsidiaries, or any other Person; (ii) neither the Administrative
Agent nor the Lenders has any obligation to the Borrower or any of its Subsidiaries with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the
Administrative Agent and the Lenders and their respective Affiliates may be engaged, for their own accounts or the accounts of customers, in a broad range of transactions that involve interests that differ from those of the Borrower and its
Subsidiaries, and neither the Administrative Agent nor the Lenders has any obligation to disclose any of such interests to the Borrower or its Subsidiaries. To the fullest extent permitted by Law, the Borrower hereby waives and releases any claims
that it may have against the Administrative Agent and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby. 

Section 12.18    Acknowledgement and Consent to Bail-In of EEA Financial
Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution
arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: 

  
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 (a)    the application of any Write-Down and Conversion Powers by an EEA
Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and 

(b)    the effects of any Bail-In Action on any such liability, including, if
applicable: 
 (i)    a reduction in full or in part or cancellation of any such liability; 

(ii)    a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA
Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any
such liability under this Agreement or any other Loan Document; or 
 (iii)    the variation of the terms of such
liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority. 

Section 12.19    Assignment and Assumption from Prepetition Borrowers to Borrower. Each of the Prepetition
Borrowers hereby irrevocably assigns, transfers and conveys all of its rights, duties, liabilities and obligations under the Prepetition Credit Agreement and the Assigned Loan Documents to which it is a party to the Borrower, and the Borrower hereby
irrevocably accepts such assignment from the Prepetition Borrowers and as of the Effective Date (a) agrees to be bound by all of the terms, conditions and provisions of, (b) assumes all of the rights, duties, liabilities and obligations of
the Prepetition Borrowers under and (c) promises to keep and perform all covenants, terms, provisions and agreements of the Prepetition Borrowers, in each case, under the Prepetition Credit Agreement and the Assigned Loan Documents, in each
case as amended and restated (and to the extent not superseded) in connection with the transactions contemplated hereby. 

Section 12.20    Restatement; Prepetition Credit Agreement. The parties hereto agree that this Agreement is a
restatement of, and an extension of, and amendment to, the Prepetition Credit Agreement. This Agreement does not in any way constitute a novation of the Prepetition Credit Agreement, but is an amendment and restatement of same. It is understood and
agreed that, except to the extent released by the Administrative Agent as contemplated herein, the Liens securing the Indebtedness under and as defined in the Prepetition Credit Agreement and the rights, duties, liabilities and obligations of the
Prepetition Borrowers (as assigned to the Borrower hereunder) under the Prepetition Credit Agreement and the Prepetition Loan Documents to which it is a party shall not be extinguished but shall be carried forward and shall secure such obligations
and liabilities as amended, renewed, extended and restated by this Agreement. Upon the effectiveness of this Agreement, (a) each Revolving Credit Lender who holds Revolving Loans in an aggregate amount less than its Applicable Revolving Credit
Percentage (after giving effect to this amendment and restatement) of all Revolving Loans shall advance new Revolving Loans which shall be disbursed to the Administrative Agent and used to repay Revolving Loans outstanding to each Revolving Credit
Lender who holds Revolving Loans in an aggregate amount greater than its Applicable Revolving Credit Percentage of all Revolving Loans, (b) each Revolving Credit Lender’s participation in each Letter of Credit shall be automatically
adjusted to equal its Applicable Revolving Credit Percentage (after giving 

  
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effect to this amendment and restatement), and (c) such other adjustments shall be made as the Administrative Agent shall specify so that each Revolving Credit Lender’s Revolving Credit
Exposure equals its Applicable Revolving Credit Percentage (after giving effect to this amendment and restatement) of the total Revolving Credit Exposures of all of the Revolving Credit Lenders. 

[SIGNATURES BEGIN NEXT PAGE] 

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

							
	BORROWER:	 		 	CHAPARRAL ENERGY, INC., a Delaware corporation
				
		 		 	By:	 	 /s/ Joseph O. Evans

		 		 	Name:	 	Joseph O. Evans
		 		 	Title:	 	Executive Vice President and Chief Financial Officer








 PREPETITION BORROWERS: 

 

			
	CHAPARRAL ENERGY, L.L.C., an Oklahoma limited liability company
	
	CHAPARRAL RESOURCES, L.L.C., an Oklahoma limited liability company
	
	CHAPARRAL CO2, L.L.C., an Oklahoma limited liability company
	
	CEI ACQUISITION, L.L.C., a Delaware limited liability company
	
	CEI PIPELINE, L.L.C., a Texas limited liability company
	
	CHAPARRAL REAL ESTATE, L.L.C., an Oklahoma limited liability company
	
	GREEN COUNTRY SUPPLY, INC., an Oklahoma corporation
	
	CHAPARRAL EXPLORATION, L.L.C., a Delaware limited liability company
	
	ROADRUNNER DRILLING, L.L.C., an Oklahoma limited liability company
		
	By:	 	 /s/ Joseph O. Evans

	Name:	 	Joseph O. Evans
	Title:	 	Executive Vice President and Chief Financial Officer



  
 134 









							
	 ADMINISTRATIVE AGENT/
 LENDER/ISSUING
BANK:
	 		 	JPMORGAN CHASE BANK, N.A.
				
		 		 	By:	 	 /s/ Anson Williams

		 		 	Name:	 	Anson Williams
		 		 	Title:	 	Authorized Officer









							
	LENDER:	 		 	CAPITAL ONE, NATIONAL ASSOCIATION
				
		 		 	By:	 	 /s/ Michael Higgins

		 		 	Name:	 	Michael Higgins
		 		 	Title:	 	Senior Director









							
	LENDER:	 		 	ROYAL BANK OF CANADA
				
		 		 	By:	 	 /s/ Mark Lumpkin, Jr.

		 		 	Name:	 	Mark Lumpkin, Jr.
		 		 	Title:	 	Authorized Signatory









							
	LENDER:	 		 	UBS AG, STAMFORD BRANCH
				
		 		 	By:	 	 /s/ Darlene Arias

		 		 	Name:	 	Darlene Arias
		 		 	Title:	 	Director
				
		 		 	By:	 	 /s/ Craig Pearson

		 		 	Name:	 	Craig Pearson
		 		 	Title:	 	Associate Director









							
	LENDER:	 		 	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK
				
		 		 	By:	 	 /s/ Ronald E. Spitzer

		 		 	Name:	 	Ronald E. Spitzer
		 		 	Title:	 	Managing Director
				
		 		 	By:	 	 /s/ Yurly A. Tayganov

		 		 	Name:	 	Yurly A. Tayganov
		 		 	Title:	 	Director









							
	LENDER:	 		 	SOCIÉTÉ GÉNÉRALE
				
		 		 	By:	 	 /s/ Max Sonnonstine

		 		 	Name:	 	Max Sonnonstine
		 		 	Title:	 	Director









							
	LENDER:	 		 	 WELLS FARGO BANK, NATIONAL ASSOCIATION

				
		 		 	By:	 	 /s/ Stephanie Harrell

		 		 	Name:	 	Stephanie Harrell
		 		 	Title:	 	Vice President









							
	 LENDER:
	 		 	 THE BANK OF NOVA SCOTIA

				
		 		 	By:	 	 /s/ Terry Donovan

		 		 	Name:	 	Terry Donovan
		 		 	Title:	 	Managing Director









							
	LENDER:	 		 	COMERICA BANK
				
		 		 	By:	 	 /s/ Gary Culbertson

		 		 	Name:	 	Gary Culbertson
		 		 	Title:	 	Vice President









							
	LENDER:	 		 	NATIXIS, NEW YORK BRANCH
				
		 		 	By:	 	 /s/ Brice Le Foyer

		 		 	Name:	 	Brice Le Foyer
		 		 	Title:	 	Director
				
		 		 	By:	 	 /s/ Vikram Nath

		 		 	 Name:
	 	 Vikram Nath

		 		 	 Title:
	 	 Director










							
	LENDER:	 		 	BANK OF AMERICA, N.A.
				
		 		 	By:	 	 /s/ Tracey-Ann Scarlett

		 		 	Name:	 	Tracey-Ann Scarlett
		 		 	Title:	 	Assistant Vice President









							
	LENDER:	 		 	COMPASS BANK
				
		 		 	By:	 	 /s/ Rachel Festervand

		 		 	Name:	 	Rachel Festervand
		 		 	Title:	 	Sr. Vice President








  

							
	 LENDER:
	 		 	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH
				
		 		 	By:	 	 /s/ Bryan J. Matthews

		 		 	Name:	 	Bryan J. Matthews
		 		 	Title:	 	Authorized Signatory
				
		 		 	By:	 	 /s/ Julia Bykhovskaia

		 		 	Name:	 	Julia Bykhovskaia
		 		 	Title:	 	Authorized Signatory









							
	LENDER:	 		 	KEYBANK NATIONAL ASSOCIATION
				
		 		 	By:	 	 /s/ John Dravenstott

		 		 	Name:	 	John Dravenstott
		 		 	Title:	 	Vice President









							
	LENDER:	 		 	U.S. BANK NATIONAL ASSOCIATION
				
		 		 	By:	 	 /s/ James P. Cecil

		 		 	Name:	 	James P. Cecil
		 		 	Title:	 	Vice President









							
	 LENDER:
	 		 	GOLDMAN SACHS BANK USA
				
		 		 	By:	 	 /s/ Josh Rosenthal

		 		 	Name:	 	Josh Rosenthal
		 		 	Title:	 	Authorized Signatory








 ANNEX I 

LIST OF EFFECTIVE DATE TERM LOAN AMOUNTS AND 

MAXIMUM REVOLVING CREDIT AMOUNTS 
  

																	
	 Name of Lender
	  	Applicable Term
Loan Percentage	 	 	Term Loan
Principal Amount
as of Effective
Date	 	  	Applicable
Revolving Credit
Percentage	 	 	Maximum Revolving
Credit Amount	 
	 JPMorgan Chase Bank, N.A.
	  	 	11.7000000	% 	 	$	17,550,000.00	 	  	 	11.7000000	% 	 	$	46,800,000.00	 
	 Capital One, National Association
	  	 	8.00000000	% 	 	$	12,000,000.00	 	  	 	8.00000000	% 	 	$	32,000,000.00	 
	 Credit Agricole Corporate And Investment Bank
	  	 	8.00000000	% 	 	$	12,000,000.00	 	  	 	8.00000000	% 	 	$	32,000,000.00	 
	 Royal Bank of Canada
	  	 	8.00000000	% 	 	$	12,000,000.00	 	  	 	8.00000000	% 	 	$	32,000,000.00	 
	 Société Générale
	  	 	8.00000000	% 	 	$	12,000,000.00	 	  	 	8.00000000	% 	 	$	32,000,000.00	 
	 UBS AG, Stamford Branch
	  	 	8.00000000	% 	 	$	12,000,000.00	 	  	 	8.00000000	% 	 	$	32,000,000.00	 
	 Wells Fargo Bank, National Association
	  	 	8.00000000	% 	 	$	12,000,000.00	 	  	 	8.00000000	% 	 	$	32,000,000.00	 
	 The Bank of Nova Scotia
	  	 	5.70000000	% 	 	$	8,550,000.00	 	  	 	5.70000000	% 	 	$	22,800,000.00	 
	 Comerica Bank
	  	 	5.70000000	% 	 	$	8,550,000.00	 	  	 	5.70000000	% 	 	$	22,800,000.00	 
	 Natixis, New York Branch
	  	 	5.70000000	% 	 	$	8,550,000.00	 	  	 	5.70000000	% 	 	$	22,800,000.00	 
	 Goldman Sachs Bank USA
	  	 	5.70000000	% 	 	$	8,550,000.00	 	  	 	5.70000000	% 	 	$	22,800,000.00	 
	 Bank of America, N.A.
	  	 	3.50000000	% 	 	$	5,250,000.00	 	  	 	3.50000000	% 	 	$	14,000,000.00	 
	 Compass Bank
	  	 	3.50000000	% 	 	$	5,250,000.00	 	  	 	3.50000000	% 	 	$	14,000,000.00	 
	 Credit Suisse AG, Cayman Islands Branch
	  	 	3.50000000	% 	 	$	5,250,000.00	 	  	 	3.50000000	% 	 	$	14,000,000.00	 
	 KeyBank National Association
	  	 	3.50000000	% 	 	$	5,250,000.00	 	  	 	3.50000000	% 	 	$	14,000,000.00	 
	 U.S. Bank National Association
	  	 	3.50000000	% 	 	$	5,250,000.00	 	  	 	3.50000000	% 	 	$	14,000,000.00	 
		  	  
	  
	 	 	  
	  
	 	  	  
	  
	 	 	  
	  
	 
	 TOTAL
	  	 	100.00	% 	 	$	150,000,000	 	  	 	100.00	% 	 	$	400,000,000