EX-10.2



 Exhibit 10.2 
  

 
  

TERM LOAN CREDIT AGREEMENT 
 dated
as of 
 October 19, 2015 

among 
 EXCO RESOURCES, INC., 

as Borrower 
 CERTAIN SUBSIDIARIES
OF BORROWER, 
 as Guarantors 

The Lenders Party Hereto 

WILMINGTON TRUST, NATIONAL ASSOCIATION, 

as Administrative Agent 
 and 

WILMINGTON TRUST, NATIONAL ASSOCIATION, 

as Collateral Trustee 
  

 
  







 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
		
	ARTICLE I	  			
		
	DEFINITIONS	  			
			
	 Section 1.01
	 	Defined Terms	  	 	1	  
	 Section 1.02
	 	Terms Generally	  	 	63	  
	 Section 1.03
	 	Accounting Terms; GAAP	  	 	64	  
	 Section 1.04
	 	Time of Day	  	 	64	  
		
	ARTICLE II	  			
		
	THE CREDITS	  			
			
	 Section 2.01
	 	Loans	  	 	64	  
	 Section 2.02
	 	Mechanics	  	 	64	  
	 Section 2.03
	 	Loans and Borrowings	  	 	65	  
	 Section 2.04
	 	Requests for Borrowings	  	 	65	  
	 Section 2.05
	 	Deemed Funding of Borrowings	  	 	65	  
	 Section 2.06
	 	Repayment of Loans; Evidence of Debt	  	 	65	  
	 Section 2.07
	 	Optional Prepayment of Loans	  	 	66	  
	 Section 2.08
	 	Offers to Prepay Loans	  	 	67	  
	 Section 2.09
	 	Fees and Applicable Premium	  	 	69	  
	 Section 2.10
	 	Interest	  	 	70	  
	 Section 2.11
	 	Reserve Requirements; Change in Circumstances	  	 	71	  
	 Section 2.12
	 	Taxes	  	 	72	  
	 Section 2.13
	 	Payments Generally; Pro Rata Treatment; Sharing of Set-offs	  	 	76	  
	 Section 2.14
	 	Mitigation Obligations; Replacement of Lenders; Illegality	  	 	78	  
	 Section 2.15
	 	Defaulting Lenders	  	 	79	  
	 Section 2.16
	 	Returned Payments	  	 	79	  
	 Section 2.17
	 	Collection of Proceeds of Production	  	 	79	  
	 Section 2.18
	 	Accordion	  	 	80	  
		
	ARTICLE III	  			
		
	REPRESENTATIONS AND WARRANTIES	  			
			
	 Section 3.01
	 	Organization; Powers	  	 	81	  
	 Section 3.02
	 	Authorization; Enforceability	  	 	81	  
	 Section 3.03
	 	Governmental Approvals; No Conflicts	  	 	82	  
	 Section 3.04
	 	Financial Condition; No Material Adverse Change	  	 	82	  
	 Section 3.05
	 	Properties	  	 	82	  
	 Section 3.06
	 	Litigation and Environmental Matters	  	 	83	  
	 Section 3.07
	 	Compliance with Laws and Agreements	  	 	83	  









							
	 	 	 	  	Page	 
	 Section 3.08
	 	Investment Company Status; Energy Regulatory Status	  	 	84	  
	 Section 3.09
	 	Taxes	  	 	84	  
	 Section 3.10
	 	ERISA	  	 	84	  
	 Section 3.11
	 	Disclosure	  	 	84	  
	 Section 3.12
	 	Labor Matters	  	 	85	  
	 Section 3.13
	 	Capitalization and Credit Party Information	  	 	85	  
	 Section 3.14
	 	Margin Stock	  	 	85	  
	 Section 3.15
	 	Oil and Gas Properties	  	 	85	  
	 Section 3.16
	 	Insurance	  	 	86	  
	 Section 3.17
	 	Solvency	  	 	86	  
	 Section 3.18
	 	Deposit Accounts	  	 	86	  
	 Section 3.19
	 	Maintenance of Properties	  	 	86	  
	 Section 3.20
	 	Foreign Corrupt Practices; OFAC	  	 	87	  
	 Section 3.21
	 	USA PATRIOT Act	  	 	87	  
	 Section 3.22
	 	Security Interest in Collateral	  	 	88	  
		
	ARTICLE IV	  			
		
	CONDITIONS	  			
			
	 Section 4.01
	 	Signing Date	  	 	88	  
	 Section 4.02
	 	Effective Date	  	 	89	  
	 Section 4.03
	 	Notice of Effective Date	  	 	93	  
		
	ARTICLE V	  			
		
	AFFIRMATIVE COVENANTS	  			
			
	 Section 5.01
	 	Financial Statements; Other Information	  	 	93	  
	 Section 5.02
	 	Lender Conference Calls	  	 	95	  
	 Section 5.03
	 	Notices of Material Events	  	 	95	  
	 Section 5.04
	 	Existence; Conduct of Business	  	 	96	  
	 Section 5.05
	 	Payment of Obligations	  	 	96	  
	 Section 5.06
	 	Insurance	  	 	96	  
	 Section 5.07
	 	Operation and Maintenance of Properties	  	 	97	  
	 Section 5.08
	 	Books and Records; Inspection Rights	  	 	98	  
	 Section 5.09
	 	Compliance with Laws	  	 	98	  
	 Section 5.10
	 	Use of Proceeds	  	 	98	  
	 Section 5.11
	 	Reserve Reports	  	 	98	  
	 Section 5.12
	 	Liens on Collateral and Additional Property	  	 	99	  
	 Section 5.13
	 	Title Data	  	 	101	  
	 Section 5.14
	 	Additional Guarantors	  	 	101	  
	 Section 5.15
	 	Deposit Accounts	  	 	102	  
	 Section 5.16
	 	Credit Ratings	  	 	102	  
	 Section 5.17
	 	Further Assurances	  	 	102	  
	 Section 5.18
	 	Post-Closing Matters	  	 	103	  


  
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	 	 	 	  	Page	 
	ARTICLE VI	  			
		
	NEGATIVE COVENANTS	  			
			
	 Section 6.01
	 	Limitation on Indebtedness	  	 	103	  
	 Section 6.02
	 	Limitation on Restricted Payments; Limitation on Certain Refinancings	  	 	107	  
	 Section 6.03
	 	Limitation on Restrictions on Distributions from Restricted Subsidiaries	  	 	112	  
	 Section 6.04
	 	Limitation on Dispositions and Changes in Line of Business	  	 	114	  
	 Section 6.05
	 	Limitation on Affiliate Transactions	  	 	116	  
	 Section 6.06
	 	Limitation on Merger, Consolidation and Dispositions	  	 	118	  
	 Section 6.07
	 	Limitation on Liens	  	 	120	  
	 Section 6.08
	 	Limitation on Sale/Leaseback Transactions	  	 	120	  
	 Section 6.09
	 	Payment of Fees	  	 	120	  
		
	ARTICLE VII	  			
		
	GUARANTEE OF OBLIGATIONS	  			
			
	 Section 7.01
	 	Guarantee of Payment	  	 	121	  
	 Section 7.02
	 	Guarantee Absolute	  	 	121	  
	 Section 7.03
	 	Guarantee Irrevocable	  	 	121	  
	 Section 7.04
	 	Reinstatement	  	 	122	  
	 Section 7.05
	 	Subrogation	  	 	122	  
	 Section 7.06
	 	Subordination	  	 	122	  
	 Section 7.07
	 	Payments Generally	  	 	122	  
	 Section 7.08
	 	Setoff	  	 	123	  
	 Section 7.09
	 	Formalities	  	 	123	  
	 Section 7.10
	 	Limitations on Guarantee	  	 	123	  
		
	ARTICLE VIII	  			
		
	EVENTS OF DEFAULT	  			
		
	ARTICLE IX	  			
		
	THE AGENTS	  			
			
	 Section 9.01
	 	Appointment and Authority	  	 	127	  
	 Section 9.02
	 	Rights as a Lender	  	 	127	  
	 Section 9.03
	 	Exculpatory Provisions	  	 	127	  
	 Section 9.04
	 	Reliance by Agent	  	 	128	  
	 Section 9.05
	 	Delegation of Duties	  	 	128	  
	 Section 9.06
	 	Resignation of Administrative Agent	  	 	128	  
	 Section 9.07
	 	Non-Reliance on Agent and Other Lenders	  	 	129	  
	 Section 9.08
	 	Right to Request and Act on Instructions	  	 	129	  


  
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	 	 	 	  	Page	 
	ARTICLE X	  			
		
	MISCELLANEOUS	  			
			
	 Section 10.01
	 	Notices	  	 	130	  
	 Section 10.02
	 	Waivers; Amendments	  	 	132	  
	 Section 10.03
	 	Expenses; Indemnity; Damage Waiver	  	 	134	  
	 Section 10.04
	 	Successors and Assigns	  	 	136	  
	 Section 10.05
	 	Survival	  	 	139	  
	 Section 10.06
	 	Counterparts; Integration; Effectiveness	  	 	140	  
	 Section 10.07
	 	Severability	  	 	140	  
	 Section 10.08
	 	Right of Setoff	  	 	140	  
	 Section 10.09
	 	GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS	  	 	141	  
	 Section 10.10
	 	WAIVER OF JURY TRIAL	  	 	141	  
	 Section 10.11
	 	Headings	  	 	142	  
	 Section 10.12
	 	Confidentiality	  	 	142	  
	 Section 10.13
	 	Interest Rate Limitation	  	 	143	  
	 Section 10.14
	 	USA PATRIOT Act	  	 	143	  
	 Section 10.15
	 	Flood Insurance Regulation	  	 	143	  
	 Section 10.16
	 	No Fiduciary Duty	  	 	143	  
	 Section 10.17
	 	Intercreditor Agreement and Collateral Trust Agreement	  	 	144	  
	 Section 10.18
	 	Additional Indebtedness	  	 	145	  


  
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	EXHIBITS:
			
	 Exhibit A
	  	–	  	Form of Assignment and Assumption
	 Exhibit B
	  	–	  	Reserved
	 Exhibit C
	  	–	  	Form of Counterpart Agreement
	 Exhibit D
	  	–	  	Form of Solvency Certificate
	 Exhibit E
	  	–	  	Form of Note
	 Exhibit F
	  	–	  	Form of Collateral Trust Agreement
	 Exhibit G
	  	–	  	Form of Intercreditor Agreement
	 Exhibit H-1
	  	–	  	Form of U.S. Tax Compliance Certificate
	 Exhibit H-2
	  	–	  	Form of U.S. Tax Compliance Certificate
	 Exhibit H-3
	  	–	  	Form of U.S. Tax Compliance Certificate
	 Exhibit H-4
	  	–	  	Form of U.S. Tax Compliance Certificate
	 Exhibit I
	  	–	  	Reserved
	 Exhibit J
	  	–	  	Dutch Auction Procedures
	
	SCHEDULES:
			
	 Schedule 2.01
	  	–	  	Commitments
	 Schedule 3.06
	  	–	  	Disclosed Matters
	 Schedule 3.13
	  	–	  	Capitalization and Credit Party Information
	 Schedule 3.18
	  	–	  	Specified Accounts
	 Schedule 3.22
	  	–	  	Filing Offices for Mortgages and Financing Statements
	 Schedule 5.18
	  	–	  	Post-Closing Matters
	 Schedule 6.01
	  	–	  	Existing Indebtedness
	 Schedule 6.05
	  	–	  	Affiliate Transactions
	 Schedule 6.07
	  	–	  	Existing Liens


  
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 TERM LOAN CREDIT AGREEMENT 

THIS TERM LOAN CREDIT AGREEMENT dated as of October 19, 2015, among EXCO RESOURCES, INC., a Texas corporation, as Borrower, CERTAIN
SUBSIDIARIES OF BORROWER, as Guarantors, the LENDERS party hereto, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Collateral Trustee. 

RECITALS 

WHEREAS, the Borrower has requested that the Lenders provide a term loan facility, and the Lenders have indicated their
willingness to lend on the terms and subject to the conditions set forth herein; 
 NOW, THEREFORE, in consideration of the
mutual covenants and agreements herein contained and of the loans and commitments hereinafter referred to, the parties hereto covenant and agree as follows: 

ARTICLE I 
 DEFINITIONS

 Section 1.01 Defined Terms. As used in this Agreement, the following terms have the meanings specified below: 

“ACNTA” means (without duplication), as of the date of determination: 

(a) the sum of: 

(1) discounted future net revenue from Proved Reserves of the Borrower and its Restricted Subsidiaries calculated in accordance
with SEC guidelines before any state or federal income taxes, as estimated in a Reserve Report prepared as of the end of the fiscal year, which Reserve Report is prepared or audited by independent petroleum engineers, as increased by, as of the date
of determination, the discounted future net revenue calculated in accordance with SEC guidelines of: 
 (A) estimated Proved
Reserves of the Borrower and its Restricted Subsidiaries attributable to acquisitions consummated since the date of such Reserve Report, and 

(B) estimated Proved Reserves of the Borrower and its Restricted Subsidiaries attributable to extensions, discoveries and
other additions and upward determinations of estimates of Proved Reserves (including previously estimated development costs incurred during the period and the accretion of discount since the year period end) due to exploration, development or
exploitation, production or other activities which Reserves were not reflected in such Reserve Report which would, 







 
in accordance with standard industry practice, result in such determinations, in each case calculated in accordance with SEC guidelines and decreased by, as of the date of determination, the
discounted future net revenue attributable to: 
 (C) estimated Proved Reserves of the Borrower and its Restricted
Subsidiaries reflected in such Reserve Report produced or disposed of since the date of such Reserve Report, and 
 (D)
reductions in the estimated oil and natural gas Reserves of the Borrower and its Restricted Subsidiaries reflected in such Reserve Report since the date of such Reserve Report attributable to downward determinations of estimates of Proved Reserves
due to exploration, development or exploitation, production or other activities conducted or otherwise occurring since the date of such Reserve Report which would, in accordance with standard industry practice, result in such determinations, in each
case calculated in accordance with SEC guidelines; 
 in the case of clauses (a)(1) and (a)(1)(A) through (a)(1)(D) utilizing prices and costs
calculated in accordance with SEC guidelines as if the end of the most recent fiscal quarter preceding the date of determination for which such information is available to the Borrower were year-end, provided, however, that, in the
case of each of the determinations made pursuant to clauses (A) through (D), such increases and decreases shall be estimated by the Borrower’s engineers or by an independent petroleum engineer engaged by the Borrower for that purpose;

 (2) the capitalized costs that are attributable to Oil and Gas Properties of the Borrower and its Restricted
Subsidiaries to which no Proved Reserves are attributed, based on the Borrower’s books and records as of a date no earlier than the end of the most recent fiscal quarter for which financial statements of the Borrower have been made publicly
available prior to the date of determination; 
 (3) the Net Working Capital as of the end of the most recent fiscal quarter
ending prior to the date of determination; and 
 (4) the greater of (i) the net book value as of a date no earlier than
the end of the most recent fiscal quarter ending prior to the date of determination and (ii) the appraised value, as estimated by independent appraisers (which may be a nationally recognized investment banking firm), of all other tangible
assets, including mineral rights held under leases or other contractual arrangements, of the Borrower and its Restricted Subsidiaries as of a date no earlier than the most recent fiscal year ending prior to the date of determination (provided,
however, that the Borrower shall not be required to obtain such an appraisal of such assets solely for the purpose of determining this value); minus 

(b) to the extent not otherwise taken into account in the immediately preceding clause (a), the sum of 

  
 2 








 (1) minority interests; 

(2) any natural gas balancing liabilities of the Borrower and its Restricted Subsidiaries reflected in the Borrower’s
latest audited consolidated financial statements; 
 (3) the discounted future net revenue, calculated in accordance with SEC
guidelines (but utilizing prices and costs calculated in accordance with SEC guidelines as if the end of the most recent fiscal quarter preceding the date of determination for which such information is available to the Borrower were year-end), attributable to reserves subject to participation interests, overriding royalty interests or other interests of third parties, pursuant to participation, partnership, vendor financing or other agreements
then in effect, or which otherwise are required to be delivered to third parties; 
 (4) to the extent included in the
immediately preceding clause (a)(1) above, the discounted future net revenue calculated in accordance with SEC guidelines (but utilizing prices and costs calculated in accordance with SEC guidelines as if the end of the most recent fiscal
quarter preceding the date of determination for which such information is available to the Borrower were year-end), attributable to reserves that are required to be delivered to third parties to fully satisfy
the obligations of the Borrower and its Restricted Subsidiaries with respect to Volumetric Production Payments on the schedules specified with respect thereto; and 

(5) the discounted future net revenue, calculated in accordance with SEC guidelines, attributable to reserves subject to
Dollar-Denominated Production Payments that, based on the estimates of production included in determining the discounted future net revenue specified in the immediately preceding clause (a) (1) (but utilizing prices and costs calculated in
accordance with SEC guidelines as if the end of the most recent fiscal quarter preceding the date of determination for which such information is available to the Borrower were year-end), would be necessary to satisfy fully the obligations of the
Borrower and its Restricted Subsidiaries with respect to Dollar-Denominated Production Payments on the schedules specified with respect thereto. 

Whether or not the Borrower uses the successful efforts method of accounting or the full cost (or similar method) method of accounting, ACNTA
will be calculated as if the Borrower were using the full cost (or similar method) method of accounting. Any calculation of ACNTA shall be determined on a pro forma basis in a manner consistent with the pro forma adjustments contained in the
definition of Consolidated Coverage Ratio. 
 “Act” has the meaning assigned to such term in Section 10.14.

 “Additional Portion of the Loans” and “Additional Portions of the Loans” have the meanings assigned to
such terms in Section 2.18. 

  
 3 








 “Additional Secured Debt Designation” means the written agreement of the Parity
Lien Representative of holders of any Series of Parity Lien Debt or the Junior Lien Representative of holders of any Series of Junior Lien Debt, as applicable, as set forth in the indenture, credit agreement or other agreement governing such Series
of Parity Lien Debt or Series of Junior Lien Debt, for the benefit of (a) all holders of existing and future Priority Lien Debt, the Priority Lien Collateral Agent and each existing and future holder of Priority Liens, (b) if applicable,
all holders of each existing and future Series of Parity Lien Debt, the Collateral Trustee and each existing and future holder of Parity Liens, and (c) if applicable, all holders of each existing and future Series of Junior Lien Debt, the
Junior Lien Collateral Agent and each existing and future holder of Junior Liens, in each case: 
 (1) that all Parity Lien
Obligations or Junior Lien Obligations, as applicable, will be and are secured equally and ratably by all Parity Liens or Junior Liens, as applicable, at any time granted by the Borrower or any Guarantor to secure any Obligations in respect of such
Series of Parity Lien Debt or Series of Junior Lien Debt, as applicable, whether or not upon Property otherwise constituting collateral for such Series of Parity Lien Debt or Series of Junior Lien Debt, as applicable, and that all such Parity Liens
or Junior Liens, as applicable, will be enforceable by the Collateral Trustee or Junior Lien Collateral Agent, as applicable, for the benefit of all holders of Parity Lien Obligations or Junior Lien Obligations, as applicable, equally and ratably;

 (2) that such Parity Lien Representative or Junior Lien Representative, as applicable, and the holders of Obligations in
respect of such Series of Parity Lien Debt or Series of Junior Lien Debt, as applicable, are bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of Priority Liens, Parity Liens and Junior Liens
and the order of application of proceeds from the enforcement of Priority Liens, Parity Liens and Junior Liens; and 
 (3)
appointing the Collateral Trustee or Junior Lien Collateral Agent, as applicable, and consenting to the terms of the Intercreditor Agreement and the performance by the Collateral Trustee or Junior Lien Collateral Agent, as applicable, of, and
directing the Collateral Trustee or Junior Lien Collateral Agent, as applicable, to perform, its obligations under the Collateral Trust Agreement or applicable security documents, as applicable, and the Intercreditor Agreement, together with all
such powers as are reasonably incidental thereto. 
 “Adjusted Treasury Rate” means, with respect to any repayment date,
(a) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)” or any successor publication which is published
weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the
maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after October 26, 2018, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be
determined and the Adjusted Treasury Rate shall be 

  
 4 








 
interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month) or (b) if such release (or any successor release) is not published during the week
preceding the calculation date or does not contain such yields, the rate per year equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for such repayment date, in each case calculated on the third Business Day immediately preceding the repayment date. 

“Administrative Agent” means Wilmington Trust, National Association, in its capacity as contractual representative of the
Lenders hereunder pursuant to Article IX and not in its individual capacity as a Lender, and any successor agent appointed pursuant to Article IX. 

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

“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. 
 “Affiliate
Transaction” has the meaning assigned to such term in Section 6.05. 
 “Agents” has the meaning
assigned to such term in Section 10.16. 
 “Aggregate Credit Exposure” means, as of any date of determination,
the sum of the Credit Exposure of all of the Lenders as of such date. 
 “Agreement” means this Term Loan Credit Agreement,
dated as of October 19, 2015. 
 “Appalachian Area” has the meaning assigned to such term in the Marcellus Joint
Development Agreement as in effect on the Marcellus JV Closing Date and as amended or restated thereafter so long as the Administrative Agent receives an executed copy of any agreement evidencing any amendment or restatement of such definition (or
any definition used in such definition). 
 “Applicable Percentage” means, with respect to any Lender at any time,
(a) with respect to the Loans, a percentage equal to a fraction the numerator of which is the aggregate outstanding principal amount of the Loans of such Lender and the denominator of which is the aggregate outstanding principal amount of the
Loans of all Lenders, and (b) with respect to the Aggregate Credit Exposure, a percentage based upon its share of the Aggregate Credit Exposure; provided that, in accordance with Section 2.15 (other than
Section 2.15(b)), so long as any Lender shall be a Defaulting Lender, such Defaulting Lender’s Commitment shall be disregarded in the calculations under clauses (a) and (b) above. The initial amount of each Lender’s
Applicable Percentage is as set forth on Schedule 2.01. If the Commitments have terminated or expired, the Applicable Percentage of any Lender shall be determined based upon the Commitments most recently in effect, giving effect to any
assignments and to any Lender’s status as a Defaulting Lender at the time of determination. 

  
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 “Applicable Premium” has the meaning assigned to such term in
Section 2.07(c). 
 “Approved Bank” means any domestic or foreign commercial bank having capital and surplus of
not less than $250,000,000 in the case of U.S. banks and $100,000,000 (or the Dollar equivalent as of the date of determination) in the case of non-U.S. banks. 

“Approved Fund” has the meaning assigned to such term in Section 10.04. 

“Approved Petroleum Engineer” means Lee Keeling & Associates, Netherland Sewell & Associates, Inc., Ryder
Scott Petroleum Consultants or any other reputable firm of independent petroleum engineers selected by the Borrower and approved by the Administrative Agent and the Majority Lenders which approval shall not be unreasonably withheld. 

“Asset Sale” means any sale, lease, transfer or other disposition (or series of related sales, leases, transfers or
dispositions) by the Borrower or any Restricted Subsidiary, including any disposition by means of a merger, consolidation or similar transaction (each referred to for the purposes of this definition as a “disposition”) of
(a) any shares of Capital Stock of a Restricted Subsidiary (other than directors’ qualifying shares or shares required by applicable law to be held by a Person other than the Borrower or a Restricted Subsidiary), (b) all or
substantially all the assets of any division or line of business of the Borrower or any Restricted Subsidiary, and (c) any other assets of the Borrower or any Restricted Subsidiary outside of the ordinary course of business of the Borrower or
such Restricted Subsidiary; provided that none of the following shall constitute an “Asset Sale” for purposes hereof: 

(a) a disposition by (1) a Guarantor to the Borrower or by the Borrower or a Guarantor to a Guarantor, (2) a Non-Credit Party
Restricted Subsidiary to the Borrower or a Guarantor and (3) a Non-Credit Party Restricted Subsidiary to a Non-Credit Party Restricted Subsidiary; 

(b) for purposes of Section 6.04 only, a disposition that constitutes a Restricted Payment (or would constitute a Restricted
Payment but for the exclusions from the definition thereof) and that is not prohibited by Section 6.04; 
 (c) a disposition of
Crude Oil, Natural Gas or other Hydrocarbons or other mineral products in the ordinary course of business of the oil and gas production operations of the Borrower and its Subsidiaries (but, excluding, among other things and for the avoidance of
doubt, the disposition of all or substantially all the assets of the Borrower and its Restricted Subsidiaries, taken as a whole); 
 (d) the
provision of services, equipment and other assets for the operation and development of the Borrower’s and its Restricted Subsidiaries’ Crude Oil and Natural Gas wells, in the ordinary course of the Borrower’s and its Restricted
Subsidiaries Oil and Gas Business, notwithstanding that such transactions may be recorded as asset sales in accordance with full cost accounting guidelines; 

(e) the sale or other disposition of cash or Temporary Cash Investments, Hedging Obligations or other financial instruments in the ordinary
course of business; 

  
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 (f) the trade or exchange by the Borrower or any Restricted Subsidiary of any Oil and Gas
Property of the Borrower or such Restricted Subsidiary for any Oil and Gas Properties of another Person or for the Capital Stock of a Person primarily engaged in the Oil and Gas Business, including any de minimis amount of cash or Cash Equivalents
necessary in order to achieve an exchange of equivalent value (but, excluding, among other things and for the avoidance of doubt, the disposition of all or substantially all the assets of the Borrower and its Restricted Subsidiaries, taken as a
whole); provided, however, that the value of the Oil and Gas Properties therein received by the Borrower or any Restricted Subsidiary in such trade or exchange (including any cash or Cash Equivalents) is at least equal to the fair
market value (as determined in good faith by the Board of Directors or an executive officer of the Borrower or such Restricted Subsidiary with the responsibility for such transaction (if the Board of Directors has delegated such determination to
such executive officer, which delegation may occur for Oil and Gas Properties for which the fair market value is less than $50,000,000), which determination shall be conclusive evidence of compliance with this provision) of the Oil and Gas
Properties or Capital Stock of a Person primarily engaged in the Oil and Gas Business (including any cash or Cash Equivalents) so traded or exchanged; provided further that any Net Cash Proceeds are applied pursuant to the requirements of
Section 2.08; 
 (g) the creation or perfection of a Lien permitted pursuant to this Agreement; 

(h) the abandonment, farm-out, lease or sublease of developed or undeveloped Oil and Gas Properties in the ordinary course of business; 

(i) the sale or transfer of surplus or obsolete equipment; 

(j) dispositions of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business or in
bankruptcy or similar proceedings and exclusive of factoring or similar arrangements; 
 (k) the licensing or sublicensing of intellectual
property (including without limitation the licensing of seismic data) or other general intangibles and licenses, leases or subleases of other property (other than any Oil and Gas Properties or other interest in real property) in the Borrower’ s
ordinary course of business which do not materially interfere with the business of the Borrower and its Restricted Subsidiaries; 
 (l) the
surrender or waiver of contract rights or the settlement, release or surrender of contract, tort or other claims of any kind; 
 (m) the
following transactions: 
 (i) the sale, transfer or assignment by the Borrower, EXCO PA, EXCO WV or any other Restricted
Subsidiary of an undivided interest in Oil and Gas Properties acquired by the Borrower, EXCO PA, EXCO WV or any other Restricted Subsidiary in the Appalachian Area to the extent required pursuant to and in accordance with the right of first refusal
provisions of the Marcellus JV Documents; 
 (ii) the sale, transfer or assignment by the Borrower, EOC or any other
Restricted Subsidiary of an undivided interest in Oil and Gas Properties acquired by the 

  
 7 








 
Borrower, EOC or any other Restricted Subsidiary in the East Texas/North Louisiana Area to the extent required pursuant to and in accordance with the right of first refusal provisions of the BG
Joint Development Agreement; and 
 (iii) the sale, transfer or assignment by the Borrower, EOC or any other Restricted
Subsidiary of an undivided interest in Oil and Gas Properties or mid-stream facilities to the extent required pursuant to and in accordance with the provisions of the KKR Participation Agreement; and 

(n) a disposition of assets in a single transaction or a series of related transactions with a fair market value of less than $5,000,000. 

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the
consent of any party whose consent is required by Section 10.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by the Administrative Agent. 

“Attributable Debt” in respect of a Sale/Leaseback Transaction means, as at the time of determination, the present value
(discounted at the interest rate borne by the Loans, compounded annually) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale/Leaseback Transaction (including any period for which
such lease has been extended); provided, that if such Sale/Leaseback Transaction results in a Capital Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of “Capital Lease
Obligation.” 
 “Auction Manager” means (a) the Administrative Agent or (b) any other financial institution
or advisor employed by the Borrower (whether or not an Affiliate of the Administrative Agent) to act as an arranger in connection with any Dutch Auction pursuant to Section 10.04(e); provided that the Borrower shall not designate
the Administrative Agent as the Auction Manager without the written consent of the Administrative Agent (it being understood that the Administrative Agent shall be under no obligation to agree to act as the Auction Manager); provided,
further, that neither the Borrower nor any of its Affiliates may act as the Auction Manager. 
 “Available Increase
Amount” means, as of any date of determination, an amount equal to the result of (a) $400,000,000, minus (b) the aggregate principal amount of Loans outstanding under this Loan Agreement immediately prior to giving effect to any
such proposed Increase under Section 2.18 hereunder. 
 “Bankruptcy Code” means Title 11 of the United
States Code entitled “Bankruptcy,” as now and hereinafter in effect, or any successor statute. 
 “Bankruptcy
Event” means, with respect to any Person, such Person becomes the subject of a bankruptcy, reorganization or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors
or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or
acquiescence in, any such proceeding or appointment, 

  
 8 








 
provided that, for the avoidance of doubt, a Bankruptcy Event shall not result solely by virtue of (i) any ownership interest, or the acquisition of any ownership interest, in such
Person or any parent thereof by a Governmental Authority or instrumentality thereof or (ii) in the case of a solvent Person, the precautionary appointment of an administrator, guardian, custodian or other similar official by a Governmental
Authority under or based on the law of the country where such Person is subject to home jurisdiction supervision if applicable law requires that such appointment not be publicly disclosed where such action does not result in or provide such Person
with immunity from the jurisdiction of courts within the United States of America or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality), to reject,
repudiate, disavow or disaffirm any contracts or agreements made by such Person. 
 “Bankruptcy Law” means the Bankruptcy
Code and any other federal, state or foreign bankruptcy, insolvency, receivership or similar law. 
 “BG Development Costs”
means the costs and expenses incurred in the conduct of development operations in the East Texas/North Louisiana Area pursuant to the BG JV Documents. 

“BG Gathering” means BG US Gathering Company, LLC, a Delaware limited liability company. 

“BG Joint Development Agreement” means that certain Joint Development Agreement, dated as of August 14, 2009 (as the
same may be amended, supplemented, modified or restated in a manner not adverse to the interests of the Lenders in any material respect), by and among BG US Production Company, LLC, a Delaware limited liability company, and EOC, pursuant to which
the parties thereto entered into a joint development agreement to develop and operate certain oil and gas properties located in the East Texas/North Louisiana Area. 

“BG JV Documents” means the BG Joint Development Agreement and any other documents, instruments, agreements or certificates
contemplated by or executed in connection therewith. 
 “BG Operating Account” means that certain controlled disbursement
operating account maintained at JPMorgan Chase Bank, N.A. and established by EOC and BG US Production Company, LLC, a Delaware limited liability company, for the purpose of funding the costs and expenses associated with the development of the East
Texas/North Louisiana Area in accordance with the terms of the BG Joint Development Agreement. 
 “Bluescape Agreement”
means that certain Services and Investment Agreement, dated as of March 31, 2015, between Borrower and Energy Strategic Advisory Services LLC, a Delaware limited liability company, as the same may be amended, supplemented, modified, restated,
refinanced or replaced from time to time in a manner not adverse to the interests of the Lenders in any material respect. 

“Board” means the Board of Governors of the Federal Reserve System of the United States of America. 

  
 9 








 “Board of Directors” means (a) with respect to a corporation, the board of
directors of the corporation or any committee thereof duly authorized to act on behalf of such board; (b) with respect to a partnership, the board of directors of the general partner of the partnership; (c) with respect to a limited
liability company, the managing member or members or any controlling committee of managing members thereof; and (d) with respect to any other Person, the board or committee of such Person serving a similar function. 

“Borrower” means EXCO Resources, Inc., a Texas corporation. 

“Borrowing” means a borrowing of Loans pursuant to Section 2.01. 

“Borrowing Base” means the maximum amount in Dollars determined or re-determined by
the lenders under the First Lien Credit Agreement or any Replacement Credit Facility, as applicable (provided the majority of the principal debt thereunder must be held by lenders that are commercial bank lenders or investment banks or their
respective Affiliates which, in each case, regularly lend under reserve based credit facilities), as the aggregate lending value to be ascribed to the Oil and Gas Properties of the Borrower and the Guarantors against which such lenders are prepared
to provide loans or other Indebtedness to the Borrower and the Guarantors under the First Lien Credit Agreement, using their customary practices and standards for determining reserve based loans and which are generally applied by commercial lenders
to borrowers in the Oil and Gas Business, as determined semi-annually during each year and/or on such other occasions as may be provided for by the First Lien Credit Agreement, and which is based upon, inter alia, the review by such lenders
of the Hydrocarbon reserves, royalty interests and assets and liabilities of the Borrower and the Restricted Subsidiaries. 

“Borrowing Request” means a request by the Borrower for a Borrowing in accordance with Section 2.04. 

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York, New York are
authorized or required by law to remain closed. 
 “Capital Lease Obligations” of any Person means the obligations of such
Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a
balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP. For purposes of Section 6.07, a Capital Lease Obligation will be deemed to be secured
by a Lien on the property being leased. 
 “Capital Stock” means (a) in the case of a corporation, corporate stock or
shares in the capital of such corporation; (b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; (c) in the case of a
partnership or limited liability company, partnership or membership interests (whether general or limited); and (d) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or
distributions of assets of, the issuing Person; provided that any instrument evidencing Indebtedness convertible or 

  
 10 








 
exchangeable into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock, shall not be deemed to be Capital Stock unless and until such
instrument is so converted or exchanged. 
 “Cash Equivalents” means any of the following: 

(a) Dollars; 
 (b) securities
issued or directly and fully and unconditionally guaranteed or insured by the U.S. government or any agency or instrumentality thereof, the securities of which are unconditionally guaranteed as a full faith and credit obligation of such
government with maturities of two years or less from the date of acquisition; 
 (c) certificates of deposit, time deposits and eurodollar
time deposits with maturities of three years or less from the date of acquisition, demand deposits, bankers’ acceptances with maturities not exceeding three years and overnight bank deposits, in each case with an Approved Bank; 

(d) repurchase obligations for underlying securities of the types described in clauses (b) and (c) above or clauses (f) and
(g) below entered into with any Approved Bank or recognized securities dealer meeting the qualifications specified in clause (c) above; 

(e) commercial paper and variable or fixed rate notes issued by an Approved Bank (or by the parent company thereof) or any variable or fixed
rate note issued by, or guaranteed by, a corporation (other than structured investment vehicles and other than corporations used in structured financing transactions) rated at least P-2 (or the equivalent thereof) or A-2 (or the equivalent thereof)
from either Moody’s or S&P (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency selected by the Borrower) and in each case
maturing within 36 months after the date of acquisition thereof; 
 (f) marketable short-term money market and similar liquid
funds having a rating of at least P-2 (or the equivalent thereof) or A-2 (or the equivalent thereof) from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an
equivalent rating from another nationally recognized statistical rating agency selected by the Borrower); 
 (g) readily marketable direct
obligations issued or fully guaranteed by any state, commonwealth or territory of the U.S. or any political subdivision or taxing authority thereof; provided that each such readily marketable direct obligation shall have an Investment
Grade Rating from either Moody’s or S&P (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency selected by the Borrower) with
maturities of two years or less from the date of acquisition; 
 (h) Investments with average maturities of 18 months or less from the
date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s (or, if at any time neither Moody’s nor S&P shall be rating such
obligations, an equivalent rating from another nationally recognized statistical rating agency selected by the Borrower); 

  
 11 








 (i) investment funds investing substantially all of their assets in securities of the types
described in clauses (a) through (h) above; and 
 (j) Indebtedness or preferred stock issued by Persons with a rating of
“A” or higher from S&P and “A-2” from Moody’s with maturities of two years or less from the date of acquisition. 

“Cash Management Obligations” means any obligations in respect of treasury management arrangements, depositary or other cash
management services, including commercial credit card and merchant card services. 
 “Change in Law” means (a) the
adoption of any law, rule, regulation or treaty (including any rules or regulations issued under or implementing any existing law) after the date of this Agreement, (b) any change in any law, rule, regulation or treaty or in the interpretation
or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender (or, for purposes of Section 2.11(b), by any lending office of such Lender or by such Lender’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 that notwithstanding anything herein to the contrary,
(i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder, issued in connection therewith or in implementation thereof, and (ii) all requests, rules, guidelines and
directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States of America or foreign regulatory authorities, shall in each case be deemed to
be a “Change in Law”, regardless of the date enacted, adopted, issued or implemented. 
 “Change of Control”
means the occurrence of any of the following events: 
 (a) any “person” (as such term is used in Sections 13(d) and 14(d) of
the Exchange Act), other than any Permitted Investor, is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that for purposes of this clause (a) such person shall be deemed to
have “beneficial ownership” of all shares that any such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50% of the total voting power
of the Voting Stock of the Borrower (or its successors by merger, consolidation or purchase of all or substantially all of its assets); 

(b) the adoption of a plan relating to the liquidation or dissolution of the Borrower; 

(c) the merger or consolidation of the Borrower with or into another Person or the merger of another Person with or into the Borrower, or the
sale of all or substantially all the assets of the Borrower (determined on a consolidated basis) to another Person other than, in the case of a merger or consolidation transaction, a transaction in which holders of securities that represented 100%
of the Voting Stock of the Borrower immediately prior to such transaction (or 

  
 12 








 
other securities into which such securities are converted as part of such merger or consolidation transaction) become the beneficial owners directly or indirectly of at least a majority of the
Voting Stock of the surviving Person in such merger or consolidation transaction immediately after such transaction; or 
 (d) the
occurrence of any “Change of Control” (or similar term) as such term is defined under the First Lien Credit Agreement or under any Priority Lien Document, Parity Lien Document or Junior Lien Document. 

“Charges” has the meaning assigned to such term in Section 10.13. 

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and any successor statute. 

“Collateral” means all assets, whether now owned or hereafter acquired by any Borrower or any other Credit Party, in which a
Lien is granted or purported to be granted to any Secured Party as security for any Obligation. 
 “Collateral Trust
Agreement” means that certain Collateral Trust Agreement dated as of the Effective Date among the Borrower, the Guarantors party thereto, the Collateral Trustee and the Administrative Agent, in the form of Exhibit F, as the same may
be amended, supplemented, modified or restated in accordance with the terms thereof. 
 “Collateral Trust Joinder
Agreement” means (x) in the case of additional debt, a joinder agreement substantially in the form of Exhibit B to the Collateral Trust Agreement or (y) in the case of an additional Grantor, a joinder agreement substantially in
the form of Exhibit C to the Collateral Trust Agreement. 
 “Collateral Trustee” means the collateral trustee
for all holders of Parity Lien Obligations under the Collateral Trust Agreement. Wilmington Trust, National Association will initially serve as the Collateral Trustee. 

“Commitment” means, with respect to each Lender, the commitment of such Lender to make Loans hereunder as set forth on
Schedule 2.01, which schedule may be updated from time to time following the exercise of Borrower’s accordion pursuant to Section 2.18 hereunder, or in the Assignment and Assumption pursuant to which such Lender shall
have assumed its Commitment, as applicable. 
 “Commodity Agreement” means any oil or natural gas hedging agreement and
other agreement or arrangement entered into in the ordinary course of business and designed to protect the Borrower or any Restricted Subsidiary against fluctuations in oil or natural gas prices. 

“Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having a maturity
comparable to the remaining term from the repayment date to October 26, 2018, that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of a maturity
most nearly equal to October 26, 2018. 

  
 13 








 “Comparable Treasury Price” means, with respect to any repayment date, if
clause (b) of the Adjusted Treasury Rate is applicable, the average of three, or such lesser number as is obtained by the Borrower, Reference Treasury Dealer Quotations for such repayment date. 

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or
that are franchise Taxes or branch profits Taxes. 
 “Consolidated Coverage Ratio” as of any date of determination means
the ratio of (a) the aggregate amount of EBITDA for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination to (b) Consolidated Interest Expense for such four fiscal quarters;
provided, that: 
 (a) if the Borrower or any Restricted Subsidiary has Incurred any Indebtedness since the beginning of such period
that remains outstanding or if the transaction giving rise to the need to calculate the Consolidated Coverage Ratio is an Incurrence of Indebtedness, or both, EBITDA and Consolidated Interest Expense for such period shall be calculated after giving
effect on a pro forma basis to such Indebtedness as if such Indebtedness had been Incurred on the first day of such period; 
 (b) if the
Borrower or any Restricted Subsidiary has repaid, repurchased, defeased or otherwise discharged any Indebtedness since the beginning of such period or if any Indebtedness is to be repaid, repurchased, defeased or otherwise discharged (in each case
other than Indebtedness Incurred under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) on the date of the transaction giving rise to the need to calculate the Consolidated Coverage Ratio,
EBITDA and Consolidated Interest Expense for such period shall be calculated on a pro forma basis as if such discharge had occurred on the first day of such period and as if the Borrower or such Restricted Subsidiary has not earned the interest
income actually earned during such period in respect of cash or Temporary Cash Investments used to repay, repurchase, defease or otherwise discharge such Indebtedness; 

(c) if since the beginning of such period the Borrower or any Restricted Subsidiary shall have made any Asset Sale, EBITDA for such period
shall be reduced by an amount equal to EBITDA (if positive) directly attributable to the assets which are the subject of such Asset Sale for such period, or increased by an amount equal to EBITDA (if negative), directly attributable thereto for such
period and Consolidated Interest Expense for such period shall be reduced by an amount equal to the Consolidated Interest Expense directly attributable to any Indebtedness of the Borrower or any Restricted Subsidiary repaid, repurchased, defeased or
otherwise discharged with respect to the Borrower and the continuing Restricted Subsidiaries in connection with such Asset Sale for such period (or, if the Capital Stock of any Restricted Subsidiary is sold, the Consolidated Interest Expense for
such period directly attributable to the Indebtedness of such Restricted Subsidiary to the extent the Borrower and the continuing Restricted Subsidiaries are no longer liable for such Indebtedness after such sale); 

(d) if since the beginning of such period the Borrower or any Restricted Subsidiary (by merger or otherwise) shall have made an Investment in
any Restricted Subsidiary 

  
 14 








 
(or any Person which becomes a Restricted Subsidiary) or an acquisition, including any acquisition of assets occurring in connection with a transaction requiring a calculation to be made, which
constitutes all or substantially all of an operating unit of a business, EBITDA and Consolidated Interest Expense for such period shall be calculated after giving pro forma effect thereto (including the Incurrence of any Indebtedness) as if such
Investment or acquisition occurred on the first day of such period; 
 (e) if since the beginning of such period any Person (that
subsequently became a Restricted Subsidiary or was merged with or into the Borrower or any Restricted Subsidiary since the beginning of such period) shall have made any Asset Sale, any Investment or acquisition of assets that would have required an
adjustment pursuant to clause (c) or (d) above if made by the Borrower or a Restricted Subsidiary during such period, EBITDA and Consolidated Interest Expense for such period shall be calculated after giving pro forma effect thereto as if
such Asset Sale, Investment or acquisition occurred on the first day of such period; and 
 (f) interest income reasonably anticipated by
such Person to be received during the applicable four-quarter period from cash or Temporary Cash Investments held by such Person or any Restricted Subsidiary of such Person, which cash or Temporary Cash Investments exist on the date of determination
or will exist as a result of the transaction giving rise to the need to calculate the Consolidated Coverage Ratio, will be included. 
 For
purposes of this definition, whenever pro forma effect is to be given to an acquisition of assets, the amount of income or earnings relating thereto and the amount of Consolidated Interest Expense associated with any Indebtedness Incurred in
connection therewith, the pro forma calculations shall be determined in good faith by a responsible financial or accounting officer of the Borrower. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the
interest on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Interest Rate Agreement applicable to such Indebtedness, but if the
remaining term of such Interest Rate Agreement is less than 12 months, then such Interest Rate Agreement shall only be taken into account for that portion of the period equal to the remaining term thereof). 

If any Indebtedness is incurred under a revolving credit facility and is being given pro forma effect, the interest on such Indebtedness shall
be calculated based on the average daily balance of such Indebtedness for the four fiscal quarters subject to the pro forma calculation to the extent that such Indebtedness was incurred solely for working capital purposes. 

“Consolidated Interest Expense” means, for any period, the total interest expense of the Borrower and the consolidated
Restricted Subsidiaries, plus, to the extent not included in such total interest expense, and to the extent incurred by the Borrower or the Restricted Subsidiaries, without duplication, 

(a) interest expense attributable to Capital Lease Obligations; 

(b) [reserved]; 
 (c)
capitalized interest; 

  
 15 








 (d) [reserved]; 

(e) commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing; 

(f) net payments pursuant to Currency Agreements and Interest Rate Agreements; 

(g) dividends accrued in respect of all Preferred Stock held by Persons other than the Borrower or a Wholly-Owned Subsidiary (other than
dividends payable solely in Capital Stock (other than Disqualified Stock) of the Borrower); 
 (h) interest incurred in connection with
Investments in discontinued operations; 
 (i) interest actually paid by the Borrower or any such Restricted Subsidiary under any Guarantee
of Indebtedness or other obligation of any Person; and 
 (j) the cash contributions to any employee stock ownership plan or similar trust
to the extent such contributions are used by such plan or trust to pay interest or fees to any Person (other than the Borrower) in connection with Indebtedness Incurred by such plan or trust. 

Notwithstanding the foregoing, there shall be excluded from Consolidated Interest Expense (1) Consolidated Interest Expense with respect
to any Production Payments to the extent such Production Payments are excluded from the definition of “Indebtedness” and (2) noncash interest expense Incurred in connection with interest rate caps and other interest rate and currency
options that, at the time entered into, resulted in the Borrower and its Restricted Subsidiaries being either neutral or net payors as to future payouts under such caps or options. 

“Consolidated Net Income” means, for any period, the net income of the Borrower and its consolidated Restricted Subsidiaries;
provided, however, that there shall not be included in such Consolidated Net Income the following items, in each case adjusted for income taxes, using the Borrower’s estimated income tax rate for the applicable period,
attributable to such items excluded from Consolidated Net Income: 
 (a) any net income of any Person (other than the Borrower) if such
Person is not a Restricted Subsidiary or that is accounted for by the equity method of accounting, except that: 
 (1)
subject to the exclusion contained in clause (e) below, the Borrower’ s equity in the net income of any such Person for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash actually distributed
by such Person during such period to the Borrower or a consolidated Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution paid to a Restricted Subsidiary, to the limitations contained in
clause (c) below); and 

  
 16 








 (2) the Borrower’s cash contributions (net of cash contributions or other
cash distributions from such Person) in connection with a net loss of any such Person for such period shall be included in determining such Consolidated Net Income; 

(b) any net income (or loss) of any Person acquired by the Borrower or a consolidated Restricted Subsidiary in a pooling of interests
transaction (or any transaction accounted for in a manner similar to a pooling of interests) for any period prior to the date of such acquisition; 

(c) any net income of any consolidated Restricted Subsidiary if such consolidated Restricted Subsidiary is subject to restrictions, directly
or indirectly, on the payment of dividends or the making of distributions by such consolidated Restricted Subsidiary, directly or indirectly, to the Borrower, except that: 

(1) subject to the exclusion contained in clause (e) below, the Borrower’s equity in the net income of any such
consolidated Restricted Subsidiary for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash actually distributed (or, if greater, for purposes of calculation of the Consolidated Coverage Ratio only,
permitted at the date of determination to be distributed) by such consolidated Restricted Subsidiary during such period to the Borrower or another consolidated Restricted Subsidiary as a dividend or other distribution (subject, in the case of a
dividend or other distribution paid to another consolidated Restricted Subsidiary, to the limitation contained in this clause); and 

(2) the Borrower’s cash contributions in connection with a net loss of any such consolidated Restricted Subsidiary for
such period shall be included in determining such Consolidated Net Income; 
 (d) any gain (or loss) realized upon the sale or other
disposition of any assets of the Borrower, its consolidated Subsidiaries or any other Person (including pursuant to any sale-and-leaseback arrangement) which are not sold or otherwise disposed of in the ordinary course of business and any gain (or
loss) realized upon the sale or other disposition of any Capital Stock of any Person; 
 (e) any impairment losses on Oil and Gas
Properties; 
 (f) extraordinary or non-recurring gains or losses; 

(g) any unrealized non-cash gains or losses or charges in respect of Hedging Obligations (including those resulting from the application of
ASC815); 
 (h) any non-cash compensation charge arising from any grant of stock, stock options or other equity based awards; 

(i) any income from assets or businesses classified as discontinued operations; 

  
 17 








 (j) the cumulative effect of a change in accounting principles; and 

(k) to the extent deducted in the calculation of Consolidated Net Income, any non-cash or non-recurring charges relating to any premium or
penalty paid, write-off of deferred financing costs or other financial recapitalization charges in connection with redeeming or retiring any Indebtedness prior to its Stated Maturity will be excluded, in each case, for such period. 

Notwithstanding the foregoing, for the purpose of Section 6.02 only (but not the calculation of the Consolidated Coverage Ratio
for purposes of determining compliance with such covenant), there shall be excluded from Consolidated Net Income any repurchases, repayments or redemptions of Investments, proceeds realized on the sale of Investments or return of capital to the
Borrower or a Restricted Subsidiary to the extent such repurchases, repayments, redemptions, proceeds or returns increase the amount of Restricted Payments permitted under such section pursuant to Section 6.02(a)(3)(iv). In addition, for
purposes of this definition, the term “non-recurring” means any charge, expense, loss or gain as of any date that is not reasonably likely to recur within the two years following the date of occurrence of such charge, expense, loss
or gain; provided that if there is a charge, expense, loss or gain similar to such expense, loss or gain within the two years preceding such date, such expense, loss or gain shall not be deemed non-recurring and; provided
further, that severance payments shall be considered “non- recurring” regardless of the frequency of the payment of such payments. 

“Consolidated Subsidiaries” means, for any Person, any Subsidiary or other entity the accounts of which would be consolidated
with those of such Person in its consolidated financial statements in accordance with GAAP. 
 “Contingent Obligations”
means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary
obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent: 

(a) to purchase any such primary obligation or any property constituting direct or indirect security therefor; 

(b) to advance or supply funds: 

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

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

“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. “Controlling” and “Controlled” have meanings correlative thereto. 

  
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 “Counterpart Agreement” means a Counterpart Agreement substantially in the form
of Exhibit C delivered by a Guarantor pursuant to Section 5.14. 
 “Credit Exposure” means, with respect
to any Lender at any time, an amount equal to the aggregate principal amount of its Loans outstanding. 
 “Credit
Facilities” means, collectively, one or more debt facilities (including, without limitation, the First Lien Credit Agreement), capital markets financings or other financing arrangements (including commercial paper facilities or indentures)
providing for revolving credit loans, term loans, letters of credit, bankers acceptances, notes or other long-term indebtedness, including any mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith,
and any amendments, supplements, modifications, extensions, renewals, restatements or refundings thereof, in whole or in part, and any indentures or credit facilities or commercial paper facilities that replace, refund, supplement or refinance any
part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding, supplemental or refinancing facility, arrangement or indenture that increases the amount permitted to be borrowed or issued
thereunder or alters the maturity thereof or adds additional borrowers or guarantors thereunder and whether by the same or any other agent, trustee, lender or group of lenders or holders. 

“Credit Parties” means collectively, the Borrower and each Guarantor and each individually, a “Credit
Party”. 
 “Crude Oil” means all crude oil and condensate. 

“Currency Agreement” means any Swap Agreement with respect to currency values, including foreign exchange contract, currency
swap agreement or other similar agreement with respect to currency values. 
 “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. 

“Defaulting Lender” means any 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 or (ii) pay over to the Administrative Agent or any Lender any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the
Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular Default, if any) has not been satisfied,
(b) has notified the Borrower, the Administrative Agent or any Lender 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 (unless such
writing or public statement indicates that such position is based on such Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular Default, if any) cannot be satisfied),
(c) has failed, within three (3) Business Days after request by the 

  
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Administrative Agent, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations to fund prospective Loans
under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt by the Administrative Agent of such certification in form and substance satisfactory to it and the
Administrative Agent, or (d) has, or has a parent that has, on or after the Effective Date, become the subject of a Bankruptcy Event. 

“Deposit Account Control Agreement” means a deposit account control agreement to be executed and delivered among any Credit
Party, the First Lien Agent, the Collateral Trustee and each bank at which such Credit Party maintains any deposit account, in each case, in accordance with such bank’s standard form of control agreement or otherwise as may be reasonably
acceptable to the Collateral Trustee, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time. 

“Discharge of Priority Lien Obligations” has the meaning assigned to such term in the Intercreditor Agreement. 

“Disinterested Member” means, with respect to any transaction, a member of the Borrower’s Board of Directors who does
not have any material direct or indirect financial interest (other than as an owner of Equity Interests in the Borrower or as an officer, manager or employee of the Borrower or any Restricted Subsidiary) in or with respect to such transaction and is
not an Affiliate, or an officer, director, member of a supervisory, executive or management board or employee of any Person (other than the Borrower or a Restricted Subsidiary), who has any direct or indirect financial interest in or with respect to
such transaction. 
 “Disclosed Matters” means the actions, suits and proceedings and the environmental matters disclosed
in Schedule 3.06. 
 “Disposition” or “Dispose” means the sale, transfer, conveyance, license,
lease, farm-out, exchange or other disposition (including any sale and leaseback transaction) of any Property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or
any rights and claims associated therewith. 
 “Disqualified Stock” means, with respect to any Person, any Equity Interest
which by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder) or upon the happening of any event: 

(a) matures or is mandatorily redeemable (other than redeemable only for Equity Interest of such Person which is not itself Disqualified
Stock) pursuant to a sinking fund obligation or otherwise; 
 (b) is convertible or exchangeable at the option of the holder for
Indebtedness or Disqualified Stock; or 
 (c) is mandatorily redeemable or must be purchased upon the occurrence of certain events or
otherwise, in whole or in part; in each case on or prior to the 181st day after the 

  
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Term Loan Maturity Date; provided, however, that any Equity Interest that would not constitute Disqualified Stock but for provisions thereof giving holders thereof the right to
require such Person to purchase or redeem such Equity Interest upon the occurrence of an “asset sale” or “change of control” occurring prior to the 181st day after the Term Loan Maturity Date shall not constitute Disqualified
Stock if: 
 (1) the “asset sale” or “change of control” provisions applicable to such Equity Interest
are not more favorable to the holders of such Equity Interest than the terms applicable to the Loans in Section 2.08 and 6.04 and 

(2) any such requirement only becomes operative after compliance with such terms applicable to the Loans, including the
prepayment or repayment of any Loans tendered pursuant thereto. The amount of any Disqualified Stock that does not have a fixed redemption, repayment or repurchase price will be calculated in accordance with the terms of such Disqualified Stock as
if such Disqualified Stock were redeemed, repaid or repurchased on any date on which the amount of such Disqualified Stock is to be determined pursuant to this Agreement; provided, however, that if such Disqualified Stock could not be
required to be redeemed, repaid or repurchased at the time of such determination, the redemption, repayment or repurchase price will be the book value of such Disqualified Stock as reflected in the most recent financial statements of such Person.

 “Dollar-Denominated Production Payments” means production payment obligations recorded as liabilities in accordance with
GAAP, together with all undertakings and obligations in connection therewith. 
 “Dollar Equivalent” means with respect to
any monetary amount in a currency other than Dollars, at any time for determination thereof, the amount of Dollars obtained by converting such foreign currency involved in such computation into Dollars at the spot rate for the purchase of Dollars
with the applicable foreign currency as published in The Wall Street Journal in the “Exchange Rates” column under the heading “Currency Trading” on the date two Business Days prior to such determination. Except as described in
Section 6.01, whenever it is necessary to determine whether the Borrower or any Restricted Subsidiary has complied with any covenant in this Agreement or a Default has occurred and an amount is expressed in a currency other than Dollars,
such amount will be treated as the Dollar Equivalent determined as of the date such amount is initially determined in such currency. 

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

“Domestic Subsidiary” means, with respect to any Person, a Subsidiary of such Person that is incorporated or formed under the
laws of the United States of America, any state thereof or the District of Columbia. 
 “Dutch Auction” has the meaning
assigned to such term in Section 10.04(e). 
 “East Texas/North Louisiana Area” has the meaning assigned to
such term in the BG Joint Development Agreement as in effect on the Effective Date and as amended or restated 

  
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thereafter so long as the Administrative Agent receives an executed copy of any agreement evidencing any amendment or restatement of such definition (or any definition used in such definition).

 “EBG Resources” means EBG Resources, LLC, a Delaware limited liability company. 

“EBITDA” for any period means the sum of Consolidated Net Income, plus the following to the extent deducted in
calculating such Consolidated Net Income: 
 (a) all income tax expense of the Borrower and its consolidated Restricted Subsidiaries; 

(b) Consolidated Interest Expense; 

(c) depreciation, depletion, exploration and amortization (including amortization of goodwill and other intangibles but excluding amortization
of prepaid cash expenses that were paid in a prior period) expense of the Borrower and its consolidated Restricted Subsidiaries (excluding amortization of expenses attributable to a prepaid operating activity item that was paid in cash in a prior
period); 
 (d) all other non-cash charges of the Borrower and the consolidated Restricted Subsidiaries (excluding any such non-cash charge
to the extent that it represents an accrual of or reserve for cash expenditures in any future period other than non-cash charges resulting from the application of Financial Accounting Standards Board Accounting Standards Codification Subtopic 410-20
for Asset Retirement Obligations); and 
 (e) unrealized non-cash foreign exchange losses of the Borrower and the consolidated Restricted
Subsidiaries, 
 in each case, for such period, and less, to the extent included in calculating such Consolidated Net Income and in excess of
any costs or expenses attributable thereto and deducted in calculating such Consolidated Net Income, the sum of: 
 (1) the
amount of deferred revenues that are amortized during such period and are attributable to reserves that are subject to Volumetric Production Payments; and 

(2) amounts recorded in accordance with GAAP as repayments of principal and interest pursuant to Dollar-Denominated Production
Payments. 
 Notwithstanding the foregoing, the provision for taxes based on the income or profits of, and the depreciation and amortization
and noncash charges of, a consolidated Restricted Subsidiary shall be added to Consolidated Net Income to compute EBITDA only to the extent (and in the same proportion, including by reason of minority interests) that the net income or loss of such
Restricted Subsidiary was included in calculating Consolidated Net Income and only if a corresponding amount would be permitted at the date of determination to be dividended to the Borrower by such Restricted Subsidiary without prior approval (that
has not been obtained), 

  
 22 








 
pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to such Restricted Subsidiary or its
stockholders. 
 “Effective Date” means the date on which the conditions specified in Section 4.02 are
satisfied (or waived in accordance with Section 10.02). 
 “Eligible Assignee” means (a) a Lender,
(b) an Affiliate of a Lender, (c) a Related Fund or an Approved Fund of a Lender and (d) any other Person (other than a natural person) that is an “accredited investor” (as defined in Regulation D under the Securities
Act); provided that notwithstanding the foregoing, “Eligible Assignee” shall not include the Borrower or any of the Borrower’s Affiliates. 

“Engineered Value” has the meaning assigned to such term in the First Lien Credit Agreement as in effect on the date hereof;
provided, that in the event such First Lien Credit Agreement is no longer in effect (or, at the election of the Administrative Agent, in the event such term is amended) the Borrower and the Administrative Agent shall negotiate in good faith
to agree to a replacement definition with a substantially consistent economic effect (and with such prior definition to remain in effect until such replacement definition is effective). 

“Environmental Laws” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices
or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the management, release or threatened release of any Hazardous
Material or to health and safety matters. 
 “Environmental Liability” means any liability, contingent or otherwise
(including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of any Credit Party directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation,
use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any
contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing. 

“EOC” means EXCO Operating Company, LP, a Delaware limited partnership and its successors and permitted assigns. 

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock; provided
that any instrument evidencing Indebtedness convertible or exchangeable into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock, shall not be deemed to be an Equity Interest unless and until such
instrument is so converted or exchanged, except, solely for purposes of a pledge of Equity Interests in connection with this Agreement or any other Loan Document, to the extent such instrument could be treated as “stock” of a CFC for
purposes of Treasury Regulation Section 1.956-2(c)(2). 

  
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 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended
from time to time. 
 “ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with any
Credit Party, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the
Code. 
 “ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the
regulations issued thereunder with respect to a Plan (other than an event for which the thirty (30) day notice period is waived); (b) the existence with respect to any Plan of an “accumulated funding deficiency” (as defined in
Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with
respect to any Plan; (d) the incurrence by any Credit Party or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by any Credit Party or any ERISA
Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by any Credit Party or any of its ERISA Affiliates of any
liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by any Credit Party or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from any Credit Party or
any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA. 

“ESAS” means Energy Strategic Advisory Services LLC, a Delaware limited liability company. 

“Event of Default” has the meaning assigned to such term in Article VIII. 

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended. 

“Excluded Accounts” means deposit accounts that (a) do not contain for a period of more than three (3) Business
Days, deposits in an aggregate amount in excess of $150,000, (b) are designated solely as accounts for, and are used solely for, payroll (and related payroll tax) funding, “flex” funding or similar employee benefits, sales and other
tax obligations or trust funds or a Credit Party’s general corporate overhead costs and expenses (including internal administrative, legal and accounting costs and expenses, except a Credit Party’s expenses for payroll and related taxes),
(c) are operating accounts used solely for the purpose of accruing overnight interest, (d) are used in connection with escrow agreements or arrangements to which a Credit Party is a party, (e) that certain interest bearing escrow
account held by EOC pursuant to that certain Resolution adopted by the Louisiana State Mineral and Energy Board as of August 10, 2011, or (f) the BG Operating Account. 

“Excluded Information” means any non-public information with respect to the Borrower or its Subsidiaries or any of their
respective securities to the extent such information could have a material effect upon, or otherwise be material to, an assigning Lender’s decision to assign Loans or a purchasing Lender’s decision to purchase Loans. 

  
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 “Excluded Taxes” means, with respect to the Administrative Agent, any Lender or
any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder or under any other Loan Document, (a) income or franchise Taxes imposed on (or measured by) its net income by the United States of
America or such other jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profits Taxes
imposed by the United States of America or any similar Tax imposed by any other jurisdiction in which the Borrower is located, (c) in the case of a Lender (other than an assignee pursuant to a request by the Borrower under
Section 2.14(b)), any U.S. federal withholding Tax that is imposed on amounts payable to such Lender at the time such Lender becomes a party to this Agreement (or designates a new lending office) or is attributable to such
Lender’s failure to comply with Section 2.12(e), 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 such withholding Tax pursuant to Section 2.12 and (d) any U.S. federal withholding Taxes imposed by FATCA. 

“EXCO PA” means EXCO Production Company (PA), LLC, a Delaware limited liability company. 

“EXCO Water” means EXCO Water Resources, LLC, a Delaware limited liability company, and its successors and assigns. 

“EXCO WV” means EXCO Production Company (WV), LLC, a Delaware limited liability company. 

“Existing Unsecured Notes” means, collectively, the Borrower’s 7.500% Senior Notes due 2018 and 8.500% Senior Notes due
2022. 
 “Fair Market Value” means, with respect to any asset or liability, the fair market value of such asset or
liability as determined by the Disinterested Members of the Borrower’s Board of Directors in good faith. 
 “Fairfax Term Loan
Agreement” means that certain Term Loan Credit Agreement dated as of the Signing Date among the Borrower, the Guarantors party thereto, the lenders party thereto, Hamblin Watsa Investment Counsel Ltd., as administrative agent thereunder,
and Wilmington Trust, National Association, as collateral trustee thereunder, as the same may be amended, supplemented, modified, restated, refinanced or replaced from time to time in accordance with the Intercreditor Agreement. 

“Farm-In Agreement” means an agreement whereby a Person agrees to pay all or a share of the drilling, completion or other
expenses of an exploratory or development well (which agreement may be subject to a maximum payment obligation, after which expenses are shared in accordance with the working or participation interest therein or in accordance with the agreement of
the parties) or perform the drilling, completion or other operation on such well in exchange for an ownership interest in an oil or gas property. 

  
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 “Farm-Out Agreement” means a Farm-In Agreement, viewed from the standpoint of
the party that transfers an ownership interest to another. 
 “FASB” means Financial Accounting Standards Board. 

“FATCA” means Sections 1471 through 1474 of the Code, as of the Effective Date (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 agreements entered into pursuant to Section 1471(b)(1) of the Code and any intergovernmental
agreement that implements or modifies the provisions of the foregoing (together with any law implementing such agreement). 

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

“Federal Funds Effective Rate” means, for any day, the weighted average 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 is not so published for any day that is a Business Day, the
average 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. 

“Fee Letter” means that certain agency fee letter, dated October 19, 2015, between the Borrower and the Administrative
Agent, and any other fee letter executed and delivered by the Borrower in favor of the Administrative Agent in connection with the execution and delivery of any Loan Document, including any amendment, modification, waiver or consent to this
Agreement or any other Loan Document. 
 “First Lien Agent” means, at any time, the Person serving at such time as the
“Agent” or “Administrative Agent” under the First Lien Credit Agreement or any other representative then most recently designated in accordance with the applicable provisions of the First Lien Credit Agreement, together with its
successors in such capacity. 
 “First Lien Amendment” means the Sixth Amendment, dated as of October 19, 2015, to the
First Lien Credit Agreement, among the Borrower, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent thereunder. 

“First Lien Credit Agreement” means that certain Amended and Restated Credit Agreement dated as of July 31, 2013 among
the Borrower, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent thereunder, as the same was amended, supplemented, modified, restated, refinanced or replaced on or prior to the Effective Date and as may be amended,
supplemented, modified, restated, refinanced or replaced from time to time after the Effective Date in accordance with the Intercreditor Agreement and with the same and/or different lenders and/or agents in accordance with the Intercreditor
Agreement; provided that any increase in the principal amount of the Loans or Letters of Credit (each as defined in the First Lien Credit Agreement) together with any other borrowings or other extensions of credit thereunder is permitted
solely under Section 6.01(b)(1). 

  
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 “First Lien Documents” means, collectively, the First Lien Credit Agreement and
each security document, mortgage, note, guarantee, instrument and other “Loan Documents” (as defined in the First Lien Credit Agreement) executed or delivered in connection with the First Lien Credit Agreement at any time. 

“First Lien Lenders” means the financial institutions from time to time party to the First Lien Credit Agreement as lenders.

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

“GAAP” means generally accepted accounting principles in the United States of America. 

“Governing Body” means, as to any Person, the Board of Directors or, if such Person is managed by a single entity and not a
Board of Directors, the Board of Directors of the managing entity of such Person. 
 “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 (including any supra-national bodies such as the European Union or the European Central Bank). 

“Governmental Requirement” means any applicable law, statute, code, ordinance, order, determination, rule, regulation,
judgment, decree, injunction, franchise, permit, certificate, license, authorization or other directive or requirement, whether now or hereinafter in effect, including, without limitation, Environmental Laws, energy and public utility laws and
regulations and occupational, safety and health standards or controls, of any Governmental Authority. 
 “Guarantee” of or
by any Person (in this definition, the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person
(the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such
Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such
Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness
or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided, that the term Guarantee shall not include endorsements for collection or
deposit in the ordinary course of business. 
 “Guaranteed Liabilities” has the meaning assigned to such term in
Section 7.01. 

  
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 “Guarantor” means Borrower (with respect to the Obligations of the other Credit
Parties) and each Restricted Subsidiary that is a party hereto or hereafter executes and delivers to the Administrative Agent and the Lenders, a Counterpart Agreement pursuant to Section 5.14 or otherwise. 

“Guaranty” means a Guarantee by a Guarantor of the Obligations. 

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes
or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to
any Environmental Law. 
 “Hedging Obligations” means, with respect to any Person, the obligations of such Person under any
Swap Agreement, including Currency Agreements, Interest Rate Agreements and Commodity Agreements. 
 “Hydrocarbons” means
all Crude Oil and Natural Gas produced from or attributable to the Oil and Gas Properties of the Credit Parties. 
 “Increase
Date” has the meaning assigned to such term in Section 2.18. 
 “Incur” means issue, assume,
Guarantee, incur or otherwise become liable for; provided, however, that any Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall
be deemed to be Incurred by such Person at the time it becomes a Restricted Subsidiary. Notwithstanding the foregoing proviso, any Indebtedness that is extinguished, retired or repaid in connection with a Person merging with or becoming a Subsidiary
of a Restricted Subsidiary will not be deemed to be the Incurrence of Indebtedness. The term “Incurrence” when used as a noun shall have a correlative meaning. 

Solely for purposes of determining compliance with Section 6.01 of this Agreement the following will not be deemed to be the
Incurrence of Indebtedness: 
 (a) amortization of debt discount or the accretion of principal with respect to a non-interest bearing or
other discount security; 
 (b) the payment of regularly scheduled interest in the form of additional Indebtedness of the same instrument or
the payment of regularly scheduled dividends on Capital Stock in the form of additional Capital Stock of the same class and with the same terms; 

(c) the obligation to pay a premium in respect of Indebtedness arising in connection with the issuance of a notice of redemption or making of
a mandatory offer to purchase such Indebtedness; and 
 (d) unrealized losses or charges in respect of Hedging Obligations (including those
resulting from the application of ASC815). 

  
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 “Indebtedness” means, with respect to any Person on any date of determination
(without duplication): 
 (a) the principal in respect of (1) indebtedness of such Person for money borrowed and (2) indebtedness
evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable, including, in each case, any premium on such indebtedness to the extent such premium has become due and payable; 

(b) all Capital Lease Obligations of such Person and all Attributable Debt in respect of Sale/Leaseback Transactions entered into by such
Person; 
 (c) all obligations of such Person issued or assumed as the deferred purchase price of property, all conditional sale obligations
of such Person and all obligations of such Person under any title retention agreement (but excluding trade accounts payable arising in the ordinary course of business); 

(d) all obligations of such Person for the reimbursement of any obligor on any letter of credit, bankers’ acceptance or similar credit
transaction (other than obligations with respect to letters of credit securing obligations (other than obligations described in clauses (a) through (c) above) entered into in the ordinary course of business of such Person to the extent
such letters of credit are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the tenth Business Day following payment on the letter of credit); 

(e) the amount of all obligations of such Person with respect to the redemption, repayment or other repurchase of any Disqualified Stock of
such Person or, with respect to any Subsidiary of such Person, the amount of all obligations of such Subsidiary with respect to any Preferred Stock of such Subsidiary, the principal amount of such Disqualified Stock or Preferred Stock to be
determined in accordance with this Agreement; 
 (f) all obligations of the type referred to in clauses (a) through (e) above of
other Persons and all dividends of other Persons for the payment of which, in either case, such Person is responsible or liable, directly or indirectly, as obligor, guarantor or otherwise, including by means of any Guarantee; 

(g) all obligations of the type referred to in clauses (a) through (f) above of other Persons secured by any Lien on any property or
asset of such Person (whether or not such obligation is assumed by such Person), the amount of such obligation being deemed to be the lesser of the value of such property or assets and the amount of the obligation so secured; 

(h) to the extent not otherwise included in this definition, Hedging Obligations (after giving effect to any netting obligations) of such
Person; and 
 (i) any warranties or guaranties by such Person of production or payment with respect to a Production Payment; 

provided, however, that notwithstanding the foregoing, Indebtedness shall be deemed not to include (1) Contingent
Obligations (other than of a type (x) referenced in 

  
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clause (b)(2) of the definition thereof, (y) the primary obligation (as referenced in such definition) of which constitutes damages (of any kind whatsoever, including actual, special,
direct, consequential or punitive) or a claim therefor as to which there is a reasonable possibility of an adverse determination (but excluding any such damages or claims with respect to which the applicable third party insurance provider has not
denied coverage) or (z) in accordance with GAAP, that would be required to be shown on the balance sheet of any obligor as indebtedness) incurred in the ordinary course of business (provided that this clause (1) shall not
apply for purposes of determining what constitutes a “primary obligation” for purposes of the definition of Contingent Obligations); (2) deferred or prepaid revenues; (3) purchase price holdbacks in respect of a portion of the
purchase price of an asset to satisfy warranty or other unperformed obligations of the respective seller; (4) any obligation (but excluding any obligation constituting debt for borrowed money, including under obligations referenced under
immediately preceding clauses (a) and (b)) of a Person in respect of a Farm-In Agreement, Farm-Out Agreement, joint development arrangements or similar arrangement whereby such Person agrees to pay all or a share of the
drilling, completion or other expenses of an exploratory or development well (which agreement may be subject to a maximum payment obligation, after which expenses are shared in accordance with the working or participation interest therein or in
accordance with the agreement of the parties) or perform the drilling, completion or other operation on such well in exchange for an ownership interest in an Oil and Gas Property; (5) in-kind obligations relating to net oil, natural gas liquids
or natural gas balancing positions arising in the ordinary course of business; (6) in the case of the Borrower and its Restricted Subsidiaries, intercompany liabilities in connection with the cash management, tax and accounting operations
between and among Credit Parties; (7) any obligations in respect of appraisal rights and the settlement of any claims or actions (whether actual, contingent or potential) with respect thereto; (8) non-compete or consulting obligations
incurred in connection with any acquisition; (9) reserves for deferred income taxes; and (10) obligations with respect to prepayments received in the ordinary course of business under operating agreements, development agreements, offtake
agreements or similar arrangements. 
 Notwithstanding anything in this Agreement to the contrary, Indebtedness shall not include, and shall
be calculated without giving effect to, the effects of Accounting Standards Codification Topic No. 815, Derivatives and Hedging, and related interpretations to the extent such effects would otherwise increase or decrease an amount of
Indebtedness for any purpose under this Agreement as a result of accounting for any embedded derivatives created by the terms of such Indebtedness. 

The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all obligations as described above;
provided, however, that in the case of Indebtedness sold at a discount, the amount of such Indebtedness at any time will be the accreted value thereof at such time. 

“Indemnified Taxes” means (a) 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 and (b) to the extent not otherwise described in clause (a), Other Taxes. 

“Indemnitee” has the meaning assigned to such term in Section 10.03. 

  
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 “Independent Qualified Party” means an investment banking firm, accounting firm
or appraisal firm of national standing; provided, however, that such firm is not an Affiliate of the Borrower. 

“Information” has the meaning assigned to such term in Section 10.12. 

“Initial Reserve Report” means the Reserve Report prepared by the Approved Petroleum Engineers with respect to the Proved
Reserves of the Borrower and its Restricted Subsidiaries as of December 31, 2014. 
 “Intercreditor Agreement” means
that certain Intercreditor Agreement dated as of the Effective Date among the First Lien Agent and the Collateral Trustee (and acknowledged and agreed by the Credit Parties) in the form of Exhibit G, as the same may be amended,
supplemented, modified or restated in accordance with the terms thereof. 
 “Interest Payment Date” means, with respect to
any Loan, the last Business Day of each March, June, September and December and the Term Loan Maturity Date. 
 “Interest Rate
Agreement” means any Swap Agreement with respect to exposure to interest rates, including an interest rate swap agreement, interest rate cap agreement or other financial agreement or arrangement with respect to exposure to interest rates.

 “IPC Water Supply Agreement” means that certain Agreement for Water Supply, dated effective as of March 1, 2010,
between International Paper Company and EXCO Water, as amended, restated, supplemented or otherwise modified from time to time. 

“IRS” means the United States Internal Revenue Service. 

“Investment” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the
form of loans (including Guarantees of Indebtedness or other obligations), advances or capital contributions (excluding accounts receivable, credit card and debit card receivables, trade credit and advances to customers and commission, travel and
similar advances to employees, directors, officers, members of management, manufacturers and consultants, in each case, made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or
other securities issued by any other Person, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. 

For purposes of the definition of “Unrestricted Subsidiary” and Section 6.02: 

(a) “Investments” shall include the portion (proportionate to the Borrower’s Equity Interest in such Subsidiary) of the Fair
Market Value of the net assets of a Subsidiary of the Borrower at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Borrower shall be
deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to (1) the Borrower’s “Investment” in such Subsidiary at the time of such redesignation less
(2) the portion (proportionate to the Borrower’ s Equity Interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such redesignation; 

  
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 (b) any Property transferred to or from an Unrestricted Subsidiary shall be valued at its fair
market value at the time of such transfer, as in each case as determined in good faith by the Board of Directors of the Borrower; and 
 (c)
the amount of any Investment outstanding at any time shall be the original cost of such Investment. 
 “Investment Grade
Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P or any equivalent rating by any Rating Agency. 

“Junior Lien” means a Lien junior in priority to the Priority Liens and the Parity Liens as provided in the Intercreditor
Agreement, granted by the Borrower or any Guarantor in favor of holders of Junior Lien Debt (or any collateral trustee or representative in connection therewith) at any time, upon any Property of the Borrower or any Guarantor to secure Junior Lien
Obligations (provided that, in all events, such Property shall also be subject to Liens securing such aforementioned Priority Liens and Parity Liens). 

“Junior Lien Collateral Agent” means the collateral trustee or other representative of lenders or holders of Junior Lien
Obligations designated pursuant to the terms of the Junior Lien Documents and the Intercreditor Agreement, in each case, together with its successors and assigns. 

“Junior Lien Debt” means any Indebtedness (other than intercompany Indebtedness owing to the Borrower or its Subsidiaries) of
the Borrower or any Guarantor permitted to be incurred under Section 6.01(b)(3) (including any Refinancing Indebtedness with respect to Junior Lien Debt with other Junior Lien Debt to the extent contemplated and permitted by the
Intercreditor Agreement) that is secured by a Junior Lien and that is permitted to be incurred and so secured under each applicable Secured Debt Document; provided that, in the case of any Indebtedness referred to in this definition: 

(a) (1) such Indebtedness does not mature and does not have any mandatory or scheduled payments or sinking fund obligations prior to
180 days after the Term Loan Maturity Date (except as a result of a customary change of control or asset sale repurchase offer provisions) and (2) the principal amount of such Indebtedness does not exceed the principal amount of, plus any
accrued and unpaid interest on, the Existing Unsecured Notes being refinanced or exchanged; 
 (b) on or before the date on which the first
such Indebtedness is incurred by the Borrower or any Guarantor, (1) the Junior Lien Collateral Agent shall become a party to the Intercreditor Agreement by executing and delivering an Additional Secured Debt Designation and (2) the
Borrower shall deliver to each Priority Lien Representative and Parity Lien Representative complete copies of each applicable Junior Lien Document (which shall provide that each secured party with respect to such Indebtedness shall be subject to and
bound by the Intercreditor Agreement), along with an Officers’ Certificate certifying as to such Junior Lien Documents and identifying the obligations constituting Junior Lien Obligations; 

  
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 (c) on or before the date on which any such Indebtedness is incurred by the Borrower or any
Guarantor, such Indebtedness is designated by the Borrower, in an Officers’ Certificate delivered to the Junior Lien Collateral Agent and Collateral Trustee, as “Junior Lien Debt,” and such Officers’ Certificate also certifies
that such Indebtedness is permitted and with respect to any other requirements set forth in the Intercreditor Agreement; 
 (d) a Junior
Lien Representative is designated with respect to such Indebtedness and executes and delivers an Additional Secured Debt Designation on behalf of itself and all holders of such Indebtedness; 

(e) all relevant filings and recordations necessary to ensure that such Indebtedness is secured by the Collateral in accordance with the
applicable security documents are authorized, executed (if applicable) and recorded in each appropriate jurisdiction (provided that this clause (e) may be satisfied on a post-closing basis if permitted by the Junior Lien
Representative); and 
 (f) all other requirements set forth in the Intercreditor Agreement and in any applicable security documents as to
the confirmation, grant or perfection of the Liens of the holders of Junior Lien Debt to secure such Indebtedness or obligations in respect thereof are satisfied. 

“Junior Lien Documents” means, collectively, any indenture, credit agreement or other agreement or instrument pursuant to
which Junior Lien Debt is incurred and the documents pursuant to which Junior Lien Obligations are granted. 
 “Junior Lien
Obligations” means Junior Lien Debt and all other principal (including reimbursement obligations and obligations to provide cash collateral with respect to letters of credit whether or not drawn), interest (including, to the extent legally
permitted, all interest accrued thereon after the commencement of any insolvency or liquidation proceeding at the rate, including any applicable post-default rate even if such interest is not enforceable, allowable or allowed as a claim in such
proceeding), premium (if any), fees, indemnifications, reimbursements, expenses, and other liabilities in respect thereof. 

“Junior Lien Representative” means, in the case of any Series of Junior Lien Debt, the trustee, agent or representative of
the holders of such Series of Junior Lien Debt who maintains the transfer register for such Series of Junior Lien Debt and is appointed as a representative of the Junior Lien Debt (for purposes related to the administration of the security
documents) pursuant to the indenture, credit agreement or other agreement governing such Series of Junior Lien Debt. 
 “KKR
Participation Agreement” means that certain Participation Agreement, by and among Admiral A Holding L.P., Admiral B Holding L.P. and EOC, dated July 31, 2013, as the same may be amended, supplemented, modified, restated, refinanced or
replaced from time to time in a manner not adverse to the interests of the Lenders in any material respect. 

  
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 “Lenders” means the Persons listed on Schedule 2.01 and any other Person
that shall have become a party hereto pursuant to Section 2.18 hereunder or an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption. 

“Liabilities” means, as to any Person, all indebtedness, liabilities and obligations of such Person, whether matured or
unmatured, liquidated or unliquidated, primary or secondary, direct or indirect, absolute, fixed or contingent, and whether or not required to be considered pursuant to GAAP. 

“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance,
charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect
as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities. 

“Loan Documents” means this Agreement, any promissory notes executed in connection herewith, the Security Instruments, the
Fee Letter, the Intercreditor Agreement, the Collateral Trust Agreement and all other agreements, instruments, documents and certificates now or hereafter executed and delivered by a Credit Party to, or in favor of, the Administrative Agent, the
Collateral Trustee or any Lender in connection with this Agreement or the transactions contemplated hereby. 
 “Loans”
means the loans made by the Lenders to the Borrower pursuant to this Agreement (which shall include any Loans made after the Effective Date pursuant to Section 2.18 hereunder). 

“Majority Lenders” means, at any time, Lenders having Credit Exposures representing more than fifty percent (50%) of the
sum of the Aggregate Credit Exposure. The Credit Exposures of any Defaulting Lender shall be disregarded in determining Majority Lenders at any time. 

“Make-Whole Amount” means, with respect to any Loan on any repayment date, the greater of (a) 1.0% of the principal
amount of the Loans prepaid; and (b) the excess of (1) the present value at such repayment date of (i) the prepayment price of the Loans at October 26, 2018 (such prepayment price being set forth in the table appearing in
Section 2.07 hereof) plus (ii) all interest that would have accrued on the Loans from the date of repayment through October 26, 2018, computed using a discount rate equal to the Adjusted Treasury Rate as of such repayment date
plus 50 basis points discounted to the repayment date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), over (2) the principal amount of the Loans prepaid. 

“Marcellus Development Costs” means the costs and expenses incurred in the conduct of development operations in the
Appalachian Area pursuant to the Marcellus JV Documents. 

  
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 “Marcellus Holding Companies” means one or more Unrestricted Subsidiaries formed
in connection with the Marcellus Joint Venture to facilitate the transfer of an undivided 49.75% interest in the Marcellus JV Oil and Gas Assets to the Marcellus JV Partner. 

“Marcellus Joint Development Agreement” means that certain Joint Development Agreement dated as of June 1, 2010, among
one or more of the Borrower’s Subsidiaries, the Marcellus JV Partner, the Marcellus Holding Companies and the Marcellus JV Operator with respect to the Marcellus Joint Venture. 

“Marcellus Joint Venture” means that certain joint venture arrangement between the Borrower and one or more of its
Subsidiaries and an unrelated third party (the “Marcellus JV Partner”) and one or more of its Subsidiaries to develop and operate the Marcellus JV Oil and Gas Assets. 

“Marcellus JV Closing Date” means June 1, 2010. 

“Marcellus JV Documents” means the Marcellus Joint Development Agreement, the Marcellus Operator LLC Agreement, the Marcellus
Midstream LLC Agreement, the Marcellus Transfer Agreement and any other documents, instruments, agreements or certificates contemplated by, or executed in connection with, the Marcellus Joint Development Agreement, in each case, as the same may be
amended, modified or supplemented from time to time in a manner not adverse to the interests of the Lenders in any material respect. 

“Marcellus JV Oil and Gas Assets” has the meaning assigned to the term “Subject Oil and Gas Assets” in the
Marcellus Joint Development Agreement as in effect on the Marcellus JV Closing Date and as amended or restated thereafter so long as the Administrative Agent receives an executed copy of any agreement evidencing any amendment or restatement of such
definition (or any definition used in such definition). 
 “Marcellus JV Operator” means the operator of the Marcellus JV
Oil and Gas Assets located in the Appalachian Area. 
 “Marcellus JV Partner” has the meaning assigned to such term in the
definition of “Marcellus Joint Venture”. 
 “Marcellus Midstream Assets” means the gas gathering and pipeline
systems and related facilities associated with the Marcellus Shale portion of the Marcellus JV Oil and Gas Assets. 
 “Marcellus
Midstream LLC Agreement” means that certain Second Amended and Restated Limited Liability Company Agreement of Marcellus Midstream Owner, dated as of June 1, 2010, as such Limited Liability Company Agreement may thereafter be amended,
supplemented or otherwise modified from time to time. 
 “Marcellus Midstream Owner” means the direct or indirect owner of
the Marcellus Midstream Assets. 

  
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 “Marcellus Operator LLC Agreement” means that certain Second Amended and
Restated Limited Liability Company Agreement of the Marcellus JV Operator dated as of June 1, 2010. 
 “Marcellus
Shale” means (a) with respect to the Commonwealth of Pennsylvania, those subsurface depths that are below the base of (but excluding) the Haskill Sandstone Formation (Base of Elk Sequence) formation at a measured depth of 2,758’,
as identified by the Litho Density Compensated Neutron Array Induction Temperature Log dated June 7, 2005 of the Seneca Resources operated Fee PGS SGL No. 44 (API 37-047-23649) located in Elk County, Pennsylvania, (b) with respect to
the State of West Virginia, those subsurface depths that are below the base of (but excluding) the Brallier Formation (Base of Elk Sequence) formation at a measured depth of 6,612’, as identified by the Litho Density Compensated Neutron Array
Induction Temperature Log dated October 8, 2008 of the EXCO—North Coast Energy, Inc. operated Wentz 4HS (API 47-001-02982) located in Barbour County, West Virginia, recognizing that actual depths may vary, and (c) with respect to the
State of New York, those subsurface depths that are below the base of (but excluding) the Genesee Formation at a measured depth of 2,548’, as identified by the Density/Neutron, Gamma/Temperature Log dated May 6, 2005 of the Fortuna Energy,
Inc. operated Cotton-Hanlon #1 well (API 31-107-23185) located in Tioga County, New York. 
 “Marcellus Transfer Agreement”
means that certain Membership Interest Transfer Agreement dated as of June 1, 2010, among the Borrower or one or more of its Restricted Subsidiaries and the Marcellus JV Partner pursuant to which the Borrower or one or more of its Restricted
Subsidiaries transfers to the Marcellus JV Partner (a) 100% of the Equity Interests of the Marcellus Holding Companies and (b) 50% of the Equity Interests of each of the Marcellus JV Operator and the Marcellus Midstream Owner. 

“Material Adverse Effect” means a material adverse effect on (a) the assets or properties, financial condition,
businesses or operations of the Borrower and the Restricted Subsidiaries taken as a whole, (b) the ability of any Credit Party to carry out its business as of the date of this Agreement or as proposed at the date of this Agreement to be
conducted, (c) the ability of any Credit Party to perform fully and on a timely basis its respective obligations under any of the Loan Documents to which it is a party, or (d) the validity or enforceability of any of the Loan Documents or
the rights and remedies of the Administrative Agent or the Lenders under this Agreement and the other Loan Documents. 
 “Material
Domestic Subsidiary” means any Domestic Subsidiary of the Borrower that owns or holds, directly or indirectly, assets, properties or interests (including Oil and Gas Properties, whether owned directly or indirectly) with an aggregate fair
market value, on a consolidated basis, greater than five percent (5%) of the aggregate fair market value of all of the assets, properties and interests (including Oil and Gas Properties, whether owned directly or indirectly) of the Borrower and
the Restricted Subsidiaries, on a consolidated basis; provided that if the aggregate fair market value of all of the assets, properties and interests (including Oil and Gas Properties, whether owned directly or indirectly) of all Domestic
Subsidiaries that would not constitute Material Domestic Subsidiaries exceeds 5% of the aggregate fair market value of all of the assets, properties and interests (including Oil and Gas Properties, whether owned directly or indirectly) of the
Borrower and the Restricted Subsidiaries, on a consolidated basis, then one or 

  
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more of such excluded Domestic Subsidiaries shall for all purposes of this Agreement be deemed to be Material Domestic Subsidiaries in descending order based on the aggregate fair market value of
their assets, properties or interests (including Oil and Gas Properties, whether owned directly or indirectly) until such excess has been eliminated. 

“Material Indebtedness” means Indebtedness under the First Lien Documents and the Existing Unsecured Notes (and, in each
case, any Refinancing Indebtedness in respect thereof) and any other Indebtedness (other than the Loans) of the Borrower or any one or more of the Restricted Subsidiaries in an aggregate principal amount exceeding $10,000,000. For purposes of
determining Material Indebtedness, the “principal amount” of the obligations of the Borrower or any Guarantor in respect of any Hedging Obligations at any time shall be the maximum aggregate amount (giving effect to any netting agreements)
that the Borrower or such Guarantor would be required to pay if the agreements with respect to such Hedging Obligations were terminated at such time. 

“Material Sales Contract” means, as of any date of determination, any agreement for the sale of Hydrocarbons from the Oil and
Gas Properties to which the Borrower or any Restricted Subsidiary is a party if the aggregate volume of Hydrocarbons sold pursuant to such agreement during the twelve (12) months immediately preceding such date equals or exceeds ten percent
(10%) of the aggregate volume of Hydrocarbons sold by the Borrower and the Restricted Subsidiaries, on a consolidated basis, from the Oil and Gas Properties during the twelve (12) months immediately preceding such date. 

“Maximum Liability” has the meaning assigned to such term in Section 7.10. 

“Maximum Rate” has the meaning assigned to such term in Section 10.13. 

“Minimum Mortgaged Value” has the meaning assigned to such term in Section 5.12(d). 

“Modified ACNTA” means, as of any date of determination, an amount equal to the Borrower’s ACNTA calculated as of a date
not more than 30 days prior to the date of determination (the “calculation date”) on the following basis: 
 (a) NYMEX Prices
shall be used, and 
 (b) such calculation shall be based on then current estimates of costs determined in good faith by the Borrower in
light of prevailing market conditions. 
 “Moody’s” means Moody’s Investors Service, Inc. 

“Mortgaged Properties” means the Oil and Gas Properties described in one or more duly executed, delivered and filed Mortgages
evidencing a Lien prior and superior in right to any other Person (other than the Priority Lien Collateral Agent) in favor of the Collateral Trustee for the benefit of the Secured Parties and subject only to the Liens permitted pursuant to
Section 7.02. 

  
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 “Mortgages” means all mortgages, deeds of trust, amendments to mortgages,
security agreements, assignments of production, pledge agreements, collateral mortgages, collateral chattel mortgages, collateral assignments, financing statements and other documents, instruments and agreements evidencing, creating, perfecting or
otherwise establishing the Liens required by Section 5.12. All Mortgages shall be in form and substance satisfactory to Administrative Agent in its sole discretion. 

“Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA. 

“Natural Gas” means all natural gas, distillate or sulphur, natural gas liquids and all products recovered in the processing
of natural gas (other than condensate) including, without limitation, natural gasoline, coalbed methane gas, casinghead gas, iso-butane, normal butane, propane and ethane (including such methane allowable in commercial ethane). 

“Net Cash Proceeds” means: 

(a) with respect to any issuance, Incurrence or Disposition of Capital Stock or Indebtedness, the cash proceeds of such issuance Incurrence or
Disposition net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with such issuance, Incurrence or
Disposition and net of taxes paid or payable as a result thereof; and 
 (b) with respect to any Asset Sale, cash payments received
therefrom, including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise and cash proceeds from the sale or other disposition of any non-cash consideration received as
consideration, but only as and when received, but excluding any other consideration received in the form of assumption by the acquiring Person of Indebtedness or other obligations relating to such properties, in each case net of (without
duplication): 
 (1) all legal, title and recording tax expenses, commissions and other fees and expenses incurred, including
without limitation, all attorney’s fees, accountants’ fees, advisors’ or other consultants’ fees and other fees actually incurred in connection therewith, and all federal, state, provincial, foreign and local taxes required to be
accrued as a liability under GAAP, as a consequence of such Asset Sale; 
 (2) all payments made on any Indebtedness which is
secured by any assets subject to such Asset Sale, in accordance with the terms of any Lien upon or other security agreement of any kind with respect to such assets, or which must by its terms, or in order to obtain a necessary consent to such Asset
Sale, or by applicable law, be repaid out of the proceeds from such Asset Sale; 
 (3) all distributions and other payments
required to be made to minority interest holders in Restricted Subsidiaries as a result of such Asset Sale; 

  
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 (4) the deduction of appropriate amounts provided by the seller as a reserve, in
accordance with GAAP, against any liabilities associated with the property or other assets disposed in such Asset Sale and retained by the Borrower or any Restricted Subsidiary after such Asset Sale; and 

(5) any portion of the purchase price from an Asset Sale placed in escrow, whether as a reserve for adjustment of the purchase
price, for satisfaction of indemnities in respect of such Asset Sale or otherwise in connection with that Asset Sale; provided, however, that upon the termination of that escrow, Net Cash Proceeds will be increased by any portion of
funds in the escrow that are released to the Borrower or any Restricted Subsidiary; 
 provided that, with respect to proceeds of any Asset Sale that
are not applied or invested as provided in Section 2.08(a), no such unapplied or uninvested proceeds shall constitute Net Cash Proceeds until the aggregate amount of all such unapplied or uninvested proceeds shall exceed $20,000,000, and
then all of such unapplied or uninvested proceeds shall constitute Net Cash Proceeds. 
 “Net Working Capital” means
(a) all current assets of the Borrower and all of its Restricted Subsidiaries excluding current assets under any Commodity Agreements less (b) all current liabilities of the Borrower and all of its Restricted Subsidiaries, excluding
(1) the current liabilities included in Indebtedness and (ii) any current liabilities under any Commodity Agreements, in each case as set forth in the consolidated financial statements of the Borrower prepared in accordance with GAAP. 

“Non-Consenting Lender” has the meaning assigned to such term in Section 2.14(c). 

“Non-Credit Party Restricted Subsidiary” means a Restricted Subsidiary of the Borrower that is not a Credit Party. 

“Non-Recourse Debt” means Indebtedness: 

(a) as to which neither the Borrower nor any of its Restricted Subsidiaries (1) provides credit support of any kind (including any
undertaking, agreement or instrument that would constitute Indebtedness), (2) is directly or indirectly liable as a guarantor, surety or otherwise or (3) constitutes a lender; 

(b) as to which the lenders thereof will not have any recourse to the Equity Interest or Property of the Borrower or any of its Restricted
Subsidiaries (other than the Equity Interests of an Unrestricted Subsidiary (to the extent such Unrestricted Subsidiary is the borrower or guarantor of such Non-Recourse Debt)); and 

(c) no default or event of default with respect to which (including any rights that the holders thereof may have to take enforcement action
against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness of the Borrower or any of its Restricted Subsidiaries to declare a default or event of default on such other Indebtedness or
cause the payment, repurchase, redemption, defeasance or other acquisition or retirement for value thereof to be accelerated or payable prior to any scheduled principal payment, scheduled sinking fund payment or stated maturity. 

  
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 “Non-Recourse Purchase Money Indebtedness” means Indebtedness (other than
Capital Lease Obligations) of the Borrower or any Guarantor incurred in connection with the acquisition by the Borrower or such Guarantor in the ordinary course of business of fixed assets used in the Oil and Gas Business (including office buildings
and other real property used by the Borrower or such Guarantor in conducting its operations) with respect to which: 
 (a) the holders of
such Indebtedness agree that they will look solely to the fixed assets so acquired which secure such Indebtedness, and neither the Borrower nor any Restricted Subsidiary (1) is directly or indirectly liable for such Indebtedness (whether as a
guarantor, surety or otherwise) or (2) provides credit support, including any undertaking, Guarantee, agreement or instrument that would constitute Indebtedness (other than the grant of a Lien on such acquired fixed assets); and 

(b) no default or event of default with respect to such Indebtedness would cause, or permit (after notice or passage of time or otherwise),
any holder of any other Indebtedness of the Borrower or a Guarantor to declare a default or event of default on such other Indebtedness or cause the payment, repurchase, redemption, defeasance or other acquisition or retirement for value thereof to
be accelerated or payable prior to any scheduled principal payment, scheduled sinking fund payment or stated maturity. 
 “Note
Exchange Agreements” means, collectively, those certain Purchase Agreements each dated as of October 19, 2015 between the Borrower, as purchaser, and, the Note Sellers, as each is in effect on the Signing Date and all other agreements,
documents, certificates and instruments delivered in connection therewith or related thereto. 
 “Note Seller” means each
Person identified as a seller under the Note Exchange Agreements. 
 “NYMEX” means the New York Mercantile Exchange. 

“NYMEX Prices” means, as of any date of determination, the forward month prices for the most comparable hydrocarbon commodity
applicable to such future production month for a sixty month period (or such shorter period if forward month prices are not quoted for a reasonably comparable hydrocarbon commodity for the full sixty month period), with such prices increased by five
percent of the last quoted forward month price of such period for the sixty first month and then held constant thereafter, as such prices are (a) quoted on the NYMEX (or its successor) as of the calculation date (as defined in the definition of
Modified ACNTA) and (b) adjusted for energy content, quality and basis differentials; provided that with respect to estimated future production for which prices are defined, within the meaning of SEC guidelines, by contractual arrangements
excluding escalations based upon future conditions, then such contract prices shall be applied to future production subject to such arrangements. 

“Obligations” means any and all obligations of every nature, contingent or otherwise, whether now existing or hereafter
arising, of any Credit Party from time to time owed to the Administrative Agent, the Collateral Trustee, the Lenders or any of them under any Loan Document, whether for principal, interest, funding indemnification amounts, fees, premium, expenses,
indemnification or otherwise. 

  
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 “OFAC” means the Office of Foreign Assets Control of the United States
Department of Treasury. 
 “Officers’ Certificate” means a certificate signed by two Responsible Officers of the
Borrower, one of whom must be either the principal executive officer, the chief financial officer, chief accounting officer, principal accounting officer, controller, treasurer or assistant treasurer of the Borrower. 

“Oil and Gas Business” means: 

(a) the acquisition, exploration, exploitation, development, operation and disposition of interests in Hydrocarbons; 

(b) the gathering, marketing, distribution, treating, processing, storage, refining, selling and transporting of any production from such
interests or properties and the marketing of Hydrocarbons obtained from unrelated Persons; 
 (c) any business relating to or arising from
exploration for or exploitation, development, production, treatment, processing, storage, refining, transportation, gathering or marketing of Hydrocarbons and products produced in association therewith; 

(d) any other related energy business, including power generation and electrical transmission business where fuel required by such business is
supplied, directly or indirectly, from Hydrocarbons produced substantially from properties in which the Borrower or the Restricted Subsidiaries, directly or indirectly, participate; 

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

(f) any activity necessary, appropriate or incidental to the activities described in the preceding clauses (a) through
(e) of this definition. 
 “Oil and Gas Property” means: (a) direct and indirect interests in and rights
with respect to oil, gas, mineral and related properties and assets of any kind and nature, direct or indirect, including, without limitation, wellbore interests, working, royalty and overriding royalty interests, mineral interests, leasehold
interests, production payments, operating rights, net profits interests, other non-working interests, contractual interests, non-operating interests and rights in any pooled, unitized or communitized acreage by virtue of such interest being a part
thereof; (b) interests in and rights with respect to Hydrocarbons other minerals or revenues therefrom and contracts and agreements in connection therewith and claims and rights thereto (including oil and gas leases, operating agreements,
unitization, communitization and pooling agreements and orders, division orders, transfer orders, mineral deeds, royalty deeds, oil and gas sales, exchange and processing contracts and agreements and, in each case, interests thereunder), and surface
interests, fee interests, reversionary interests, reservations and concessions related to any of the foregoing; (c) easements, rights-of-way, licenses, permits, leases, and other interests associated with, appurtenant to, or necessary for the
operation of any of the foregoing; (d) interests in oil, 

  
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gas, water, disposal and injection wells, equipment and machinery (including well equipment and machinery), oil and gas production, gathering, transmission, compression, treating, processing and
storage facilities (including tanks, tank batteries, pipelines and gathering systems), pumps, water plants, electric plants, gasoline and gas processing plants, refineries and other tangible or intangible, movable or immovable, real or personal
property and fixtures located on, associated with, appurtenant to, or necessary for the operation of any of the foregoing; and (e) all seismic, geological, geophysical and engineering records, data, information, maps, licenses and
interpretations. 
 “Organizational Documents” means (a) with respect to any corporation, its certificate or articles
of incorporation or organization, as amended, and its by-laws, as amended, (b) with respect to any limited partnership, its certificate of limited partnership, as amended, and its partnership agreement, as amended, (c) with respect to any
general partnership, its partnership agreement, as amended, and (d) with respect to any limited liability company, its certificate of formation or articles of organization, as amended, and its limited liability company agreement or operating
agreement, as amended. 
 “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 Taxes (other than a connection arising from such Recipient having executed, delivered, enforced, become a party to, performed its obligations under, received
payments under, received or perfected a security interest under, or 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 present or future stamp, court, documentary, intangible, recording, filing or similar excise or
property Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, or from the registration, receipt or perfection of a security interest under, or otherwise with respect to, any Loan
Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.12(b)). 

“Parity Lien” means a Lien granted by the Borrower or any Guarantor in favor of the Collateral Trustee pursuant to a Parity
Security Document, at any time, upon any Property of the Borrower or any Guarantor to secure Parity Lien Obligations. 
 “Parity
Lien Debt” means: 
 (a) the Loans and other Obligations; and 

(b) any other Indebtedness (other than intercompany Indebtedness owing to the Borrower or its Subsidiaries) of the Borrower or any Guarantor
permitted to be incurred under Section 6.01(b)(2) (including Refinancing Indebtedness with respect to Parity Lien Debt with other Parity Lien Debt to the extent contemplated and permitted by the Intercreditor Agreement and the Collateral
Trust Agreement) that is secured equally and ratably with the Obligations by a Parity Lien and that is permitted to be incurred and so secured under each applicable Secured Debt Document; provided that, in the case of any Indebtedness
referred to in clause (b) of this definition (other than Indebtedness created under the Fairfax Term Loan Agreement): 

  
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 (1) (i) such Indebtedness does not mature and does not have any mandatory or
scheduled payments or sinking fund obligations on or prior to 91 days after the Term Loan Maturity Date (except as a result of a customary change of control or asset sale repurchase offer provisions (provided that such repurchase offer
provisions are not more favorable to such creditors than the equivalent provisions under the Loan Documents)) and (ii) the principal amount of such Indebtedness does not exceed the principal amount of, plus any accrued and unpaid interest on,
the Parity Lien Obligations being refinanced or exchanged; 
 (2) on or before the date on which such Indebtedness is
incurred by the Borrower or any Guarantor, such Indebtedness is designated by the Borrower in an Officers’ Certificate delivered to each Parity Lien Representative and the Collateral Trustee, as “Parity Lien Debt,” and such
Officers’ Certificate also certifies that such Indebtedness is permitted and with respect to any other requirements set forth in the Intercreditor Agreement; 

(3) a Parity Lien Representative is designated with respect to such Indebtedness and executes and delivers an Additional
Secured Debt Designation on behalf of itself and all holders of such Indebtedness; 
 (4) all relevant filings and
recordations necessary to ensure that such Indebtedness is secured by the Collateral in accordance with the applicable Parity Security Documents are authorized, executed (if applicable) and recorded in each appropriate jurisdiction (provided
that this clause (4) may be satisfied on a post-closing basis if permitted by the Parity Lien Representative); 

(5) the representations and warranties, covenants (affirmative and negative), default and event of default provisions, interest
rate (including interest rate floor and default rate), repayment, prepayment, repurchase and/or sinking fund provisions, reporting provisions, and other material provisions of the Parity Lien Documents are no more favorable to the creditors
thereunder, or more burdensome to the debtors or guarantors thereunder, than the correlative and/or corresponding provisions under the Loan Documents (provided, further, that, in all events, for the avoidance of doubt, such Parity Lien
Documents shall not contain any financial maintenance covenants); and 
 (6) requirements set forth in the Collateral Trust
Agreement as to the confirmation, grant or perfection of the Collateral Trustee’s Liens to secure such Indebtedness or Obligations in respect thereof are satisfied (and the satisfaction of such requirements and the other provisions of this
clause (6) will be conclusively established if the Borrower delivers to the Collateral Trustee an Officers’ Certificate stating that such requirements and other provisions have been satisfied and that such Indebtedness is
“Parity Lien Debt”). 

  
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 “Parity Lien Documents” means, collectively, the Loan Documents and any
additional indenture, supplemental indenture, credit agreement or other agreement governing each other Series of Parity Lien Debt and the Parity Security Documents (other than any Parity Security Documents that do not secure Parity Lien
Obligations). 
 “Parity Lien Obligations” means Parity Lien Debt and all other principal (including reimbursement
obligations), interest (including, to the extent legally permitted, all interest accrued thereon after the commencement of any insolvency or liquidation proceeding at the rate, including any applicable post-default rate even if such interest is not
enforceable, allowable or allowed as a claim in such proceeding), premium (if any), fees, indemnifications, reimbursements, expenses, and other liabilities in respect thereof. 

“Parity Lien Representative” means (a) in the case of the Obligations, the Administrative Agent and (b) in the case
of any other Series of Parity Lien Debt, the trustee, agent or representative of the holders of such Series of Parity Lien Debt who (1) is appointed as a Parity Lien Representative (for purposes related to the administration of the Parity
Security Documents) pursuant to the indenture, credit agreement or other agreement governing such Series of Parity Lien Debt, together with its successors in such capacity, and (2) has become a party to the Collateral Trust Agreement by
executing a Collateral Trust Joinder Agreement (as referred to under clause (x) of the definition thereof). 
 “Parity Security
Documents” means the Collateral Trust Agreement, each Collateral Trust Joinder Agreement (as referred to under clause (y) of the definition thereof), the Pledge Agreement, the Security Agreement and all security agreements, pledge
agreements, collateral assignments, mortgages, deeds of trust, collateral agency agreements, control agreements or other grants or transfers for security executed and delivered by the Borrower or any Guarantor creating (or purporting to create) a
Parity Lien upon Collateral in favor of the Collateral Trustee, in each case, as amended, modified, renewed, restated or replaced, in whole or in part, from time to time, in accordance with its terms. 

“Participant” has the meaning assigned to such term in Section 10.04. 

“Participant Register” has the meaning assigned to such term in Section 10.04. 

“Payment Currency” has the meaning assigned to such term in Section 7.07. 

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing
similar functions. 
 “Permitted Acquisition Indebtedness” means Indebtedness of the Borrower or any of its Restricted
Subsidiaries to the extent such Indebtedness was Indebtedness of: 
 (a) an acquired Person incurred prior to the date on which such Person
became a Restricted Subsidiary as a result of having been acquired and not incurred in contemplation of such acquisition, or 

  
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 (b) a Person that was merged, consolidated or amalgamated with or into the Borrower or a
Restricted Subsidiary and was not incurred in contemplation of such merger, consolidation or amalgamation; 
 provided that on the date such Person
became a Restricted Subsidiary or the date such Person was merged, consolidated or amalgamated with or into the Borrower or a Restricted Subsidiary, as applicable, after giving pro forma effect thereto, the Consolidated Coverage Ratio either
(x) equals or exceeds 2.25 to 1.00 or (y) is greater than the Consolidated Coverage Ratio immediately prior to such transaction. 

“Permitted Business Investments” means Investments and expenditures made in the ordinary course of, and of a nature that is
or shall have become customary in, the Oil and Gas Business as means of actively exploiting, exploring for, acquiring, developing, processing, gathering, marketing or transporting Hydrocarbons through agreements, transactions, interests or
arrangements that permit one to share risks or costs, comply with regulatory requirements regarding local ownership or satisfy other objectives customarily achieved through the conduct of the Oil and Gas Business jointly with third parties,
including: 
 (a) ownership interests in Oil and Gas Properties or gathering, transportation, processing, storage or related systems; and

 (b) entry into, and Investments and expenditures in the form of or pursuant to, operating agreements, joint venture agreements
(including, without limitation, those relating to the Marcellus Midstream Owner), partnership agreements, working interests, royalty interests, mineral leases, processing agreements, Farm-In Agreements, Farm-Out Agreements, contracts for the sale,
transportation or exchange of Hydrocarbons, production sharing agreements, development agreements (including without limitation the BG Joint Development Agreement, the Marcellus Joint Development Agreement and the KKR Participation Agreement), area
of mutual interest agreements, unitization agreements, pooling arrangements, joint bidding agreements, service contracts and other similar agreements with third parties (including Unrestricted Subsidiaries), excluding, however, Investments in any
corporation or publicly traded partnership or limited liability company. 
 “Permitted Investment” means: 

(a) Investments by (1) a Credit Party in another Credit Party or a Person that will, together with all of such Person’s
Subsidiaries, upon the making of such Investment, become Credit Parties (other than any of such Person’s Subsidiaries that are designated as Unrestricted Subsidiaries in accordance with the terms of this Agreement), (2) by a Non-Credit
Party Restricted Subsidiary in another Non-Credit Party Restricted Subsidiary, (3) by a Non-Credit Party Restricted Subsidiary in a Credit Party and (4) by a Credit Party in a Non-Credit Party Restricted Subsidiary in an aggregate amount, together with all other Investments made pursuant to this clause (a)(4) since the Effective Date, not in excess of $50,000,000; provided,
that to the extent constituting Indebtedness, any such Investment under this clause (a) shall be made in accordance with Section 6.01(b)(4); 

  
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 (b) Investments in another Person (1) if, as a result of such Investment, such other Person
is merged or consolidated with or into, or transfers or conveys all or substantially all its assets to, the Borrower or another Credit Party (and so long as (A) the Borrower or such other Credit Party is the survivor of any such merger or
consolidation and (B) in connection with any such Investment all of such Person’s Subsidiaries, upon the making of such Investment, will become Credit Parties (other than any of such Person’s Subsidiaries that are designated as
Unrestricted Subsidiaries in accordance with the terms of this Agreement)) or (2) for consideration consisting solely of Capital Stock of the Borrower; provided, that, in both cases, such Person’s primary business is a Related
Business; 
 (c) Investments in cash and Temporary Cash Investments; 

(d) receivables owing to the Borrower or any Restricted Subsidiary if created or acquired in the ordinary course of business and payable or
dischargeable in accordance with customary trade terms; provided, however, that such trade terms may include such concessionary trade terms as the Borrower or any such Restricted Subsidiary deems reasonable under the circumstances;

 (e) payroll, commission, travel, relocation and similar advances to officers directors and employees to cover matters that are expected
at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business; 

(f) loans or advances to employees made in the ordinary course of business consistent with past practices of the Borrower or such Restricted
Subsidiary but in any event not to exceed $5,000,000 in the aggregate outstanding at any one time; 
 (g) stock, obligations or securities
received in settlement of debts created in the ordinary course of business and owing to the Borrower or any Restricted Subsidiary or in satisfaction of judgments; 

(h) Investments in any Person to the extent such Investment represents the non-cash portion of the consideration received for (1) an
Asset Sale as permitted pursuant to Section 6.04 or (2) a disposition of assets not constituting an Asset Sale; 
 (i)
Investments in any Person where such Investment was acquired by the Borrower or any of the Restricted Subsidiaries (1) in exchange for any other Investment or accounts receivable held by the Borrower or any such Restricted Subsidiary in
connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable or (2) as a result of a foreclosure by the Borrower or any of the Restricted Subsidiaries
with respect to any secured Investment or other transfer of title with respect to any secured Investment in default; 
 (j) Investments in
any Person to the extent such Investments consist of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business by
the Borrower or any Restricted Subsidiary; 

  
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 (k) Investments in any Person to the extent such Investments consist of Hedging Obligations
otherwise permitted under Section 6.01; 
 (l) Investments in any Person to the extent such Investment (1) exists on the
Signing Date or (2) is an extension, modification or renewal of any such Investments described under the immediately preceding clause (1) but only to the extent not involving additional advances, contributions or other Investments of cash
or other assets or other increases thereof (other than as a result of the accrual or accretion of interest or original issue discount or the issuance of pay-in-kind securities, in each case, pursuant to the terms of such Investment as in effect on
the Signing Date); 
 (m) Permitted Business Investments; 

(n) Guarantees issued in accordance with Sections 5.14 and 6.01; 

(o) Guarantees of performance or other obligations (other than Indebtedness) arising in the ordinary course in the Oil and Gas Business,
including obligations under oil and natural gas exploration, development, joint operating and related agreements and licenses or concessions related to the Oil and Gas Business; 

(p) any Investment consisting of purchases and acquisitions of inventory, supplies, material and equipment, purchases of contract rights or
licenses or leases of intellectual property, in each case, in the ordinary course of business; and 
 (q) other Investments in any Person
having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (q) since
the Signing Date, do not exceed the greater of (1) $50,000,000 and (2) 5.0% of Modified ACNTA determined at the time of such Investment. 

With respect to any Permitted Investment, at the time such Permitted Investment is made, the Borrower will be entitled to divide and classify
such Investment in more than one of the clauses of the definition of “Permitted Investment.” 
 “Permitted
Investors” means (a) ESAS, (b) C. John Wilder and any Affiliate of C. John Wilder, (c) any spouse or lineal descendants (whether natural or adopted) of C. John Wilder and any trust solely for the benefit of C. John Wilder
and/or his spouse and/or lineal descendants and (d) any person (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) with respect to which Persons described in clauses (a), (b) and (c) of this
definition own the majority of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Borrower that is owned by such group. 

“Permitted Liens” means, with respect to any Person: 

(a) (1) Priority Liens securing Priority Lien Debt under Credit Facilities Incurred under Section 6.01(b)(1) and Priority Liens
securing Cash Management Obligations and Hedging Obligations constituting Priority Lien Obligations, in each case to the extent subject to the Intercreditor Agreement and (2) Parity Liens securing Parity Lien Debt under Credit Facilities
incurred under Section 6.01(b)(1), in each case to the extent subject to the Intercreditor Agreement; 

  
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 (b) (1) Liens securing the Loans and other Obligations and (2) to the extent subject to the
Intercreditor Agreement, Parity Liens securing other Parity Lien Debt incurred under Section 6.01(b)(2); 
 (c) Junior Liens
securing permitted Refinancing Indebtedness of the Borrower or any Guarantor to the extent such Indebtedness was incurred to refinance Existing Unsecured Notes and constitutes Junior Lien Debt, in each case to the extent subject to the Intercreditor
Agreement; 
 (d) pledges or deposits by such Person under workers’ compensation laws, unemployment insurance laws or similar
legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits
of cash or United States government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case Incurred in the ordinary course of
business; 
 (e) Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens, in each case for sums not yet
due or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review and 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 as to deposit accounts or other funds maintained with a creditor depository institution;
provided, however, that (1) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower in excess of those set forth by regulations promulgated by the Federal
Reserve Board and (2) such deposit account is not intended by the Borrower or any Restricted Subsidiary to provide collateral to the depository institution; 

(f) Liens for property taxes not yet subject to penalties for non-payment or which are being contested in good faith by appropriate
proceedings; 
 (g) Liens in favor of issuers of performance, bid or surety bonds, completion guarantees or letters of credit issued
pursuant to the request of and for the account of such Person in the ordinary course of its business; 
 (h) survey exceptions,
encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property or Liens
incidental to the conduct of the business of such Person or to the ownership of its properties which were not Incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or
materially impair their use in the operation of the business of such Person; 

  
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 (i) Liens securing Indebtedness Incurred to finance the construction, purchase or lease of, or
repairs, improvements or additions to, property, plant or equipment of such Person; provided, however, that the Lien may not extend to any other property owned by such Person or of any other property of the Borrower or any of its
Restricted Subsidiaries (whether at the time the Lien is Incurred or otherwise) (other than assets and property affixed or appurtenant thereto), and the Indebtedness (other than any interest thereon) secured by the Lien may not be Incurred more than
180 days after the later of the acquisition, completion of construction, repair, improvement, addition or commencement of full operation of the property subject to the Lien; 

(j) Liens securing Non-Recourse Purchase Money Indebtedness granted in connection with the acquisition by the Borrower or any Restricted
Subsidiary in the ordinary course of business of fixed assets used in the Oil and Gas Business (including the office buildings and other real property used by the Borrower or such Restricted Subsidiary in conducting its operations); provided
that (1) such Liens attach only to the fixed assets acquired with the proceeds of such Non-Recourse Purchase Money Indebtedness and (2) such Non-Recourse Purchase Money Indebtedness is not in excess
of the purchase price of such fixed assets; 
 (k) Liens created pursuant to this Agreement or any other Loan Document; 

(l) Liens existing on the Signing Date and set forth on Schedule 6.07; 

(m) Liens on property or shares of Capital Stock of another Person at the time such other Person becomes a Subsidiary of such Person (and not
incurred in anticipation of or in connection with such transaction); provided, however, that the Liens may not extend to any other property owned by such Person or any of its Restricted Subsidiaries (other than assets and property
affixed or appurtenant thereto); 
 (n) Liens on property at the time such Person or any of its Subsidiaries acquires the property,
including any acquisition by means of a merger or consolidation with or into such Person or a Subsidiary of such Person (and not incurred in anticipation of or in connection with such transaction); provided, however, that the Liens may
not extend to any other property owned by such Person or any other property of the Borrower or any of its Restricted Subsidiaries (other than assets and property affixed or appurtenant thereto); 

(o) (1) Liens securing Indebtedness or other obligations of the Borrower or any Guarantor owing to the Borrower or any Guarantor
(provided that such Liens and Indebtedness and other obligations are subject to a subordinated intercompany note, in form and substance reasonably satisfactory to the Administrative Agent), (2) Liens on the property of any Subsidiary of
the Borrower securing Indebtedness or other obligations of any Subsidiary of the Borrower owing to the Borrower or any Guarantor of the Borrower (provided that such Liens and Indebtedness and other obligations are subject to a subordinated
intercompany note, in form and substance reasonably satisfactory to the Administrative Agent) and (3) Liens on the property of any Subsidiary of the Borrower that is not a Guarantor securing Indebtedness or other obligations of any Subsidiary
of the Borrower that is not a Guarantor owing to the Borrower or any Subsidiary of the Borrower; 

  
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 (p) Liens securing Hedging Obligations of the Borrower or any of its Restricted Subsidiaries that
are permitted to be Incurred pursuant to this Agreement; 
 (q) Liens securing Cash Management Obligations that are permitted to be Incurred
pursuant to this Agreement; 
 (r) Liens on, or related to, assets to secure all or part of the costs (not constituting Indebtedness for
borrowed money) incurred in the ordinary course of a Related Business for the surveying, exploration, drilling, extraction, development, operation, production, construction, alteration, repair, improvement, processing, transportation, marketing,
storage or operation thereof; 
 (s) Liens on pipeline or pipeline facilities that arise under operation of law; 

(t) Liens arising in the ordinary course of business under operating agreements, joint venture agreements, partnership agreements, oil,
natural gas, other hydrocarbon and mineral leases, Farm-Out Agreements or Farm-In Agreements, division orders, contracts for the sale, transportation or exchange of oil or natural gas, unitization and pooling declarations and agreements, area of
mutual interest agreements, overriding royalty agreements, net profits agreements, production payment agreements, royalty trust agreements, incentive compensation programs on terms that are reasonably customary in the Oil and Gas Business for
geologists, geophysicists and other providers of technical services to the Borrower or a Restricted Subsidiary, master limited partnership agreements, development agreements, operating agreements, production sales contracts, gas balancing or
deferred production agreements, injection, repressuring and recycling agreements, salt water or other disposal agreements, seismic or geophysical permits or agreements, and other agreements that are customary in the Oil and Gas Business
provided, however, that in all instances such Liens are limited to the assets that are the subject of the relevant agreement, program, order or contract; 

(u) Liens reserved in oil, natural gas, other hydrocarbon and mineral leases for bonus or rental payments and for compliance with the terms of
such leases; 
 (v) Liens to secure any Refinancing (or successive Refinancings) as a whole, or in part, of any Indebtedness secured by any
Lien referred to in the foregoing clause (i), (k), (l), (m) or (n); provided, however, that (1) such new Lien shall be limited to all or part of the same property and assets that
secured or, under the written agreements pursuant to which the original Lien arose, could secure the original Lien (plus improvements and accessions to such property or proceeds or distributions thereof) and (2) the Indebtedness secured by such
Lien at such time is not increased to any amount greater than the sum of (A) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clause (i), (k), (l),
(m) or (n) above at the time the original Lien became a Permitted Lien and (B) an amount necessary to pay any fees and expenses, including premiums, related to such Refinancing; 

(w) judgment liens in respect of judgments that do not constitute an Event of Default under clause (j) of
Article VIII; 

  
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 (x) Liens arising from Uniform Commercial Code financing statement filings regarding
operating leases entered into by the Borrower and its Restricted Subsidiaries in the ordinary course of business; 
 (y) Liens on the
Marcellus JV Oil and Gas Assets securing the obligations of the Borrower and certain Restricted Subsidiaries under the Marcellus JV Documents and Liens securing the obligations of the Borrower and certain Restricted Subsidiaries under the BG JV
Documents and the KKR Participation Agreement; 
 (z) leases, licenses, subleases and sublicenses of real property and intellectual property
rights that do not materially interfere with the ordinary conduct of the business of the Borrower or any of its Restricted Subsidiaries, taken as whole; 

(aa) preferential rights to purchase, and provisions requiring a third party’s consent prior to assignment and similar restraints on
alienation, in each case, granted pursuant to an oil and gas operating agreement and arising in the ordinary course of business or incident to the exploration, development, operation and maintenance of Oil and Gas Properties; provided such
right, requirement or restraint does not materially affect the value of such Oil and Gas Properties; and 
 (bb) other Liens securing
Indebtedness and other obligations in an aggregate principal amount at any time outstanding not exceeding at any time outstanding the greater of (a) $25,000,000 and (b) 5.0% of Modified ACNTA, as determined on the date of Incurrence of
such Indebtedness, in each case, after giving pro forma effect to such Incurrence and the application of the proceeds therefrom; 

provided that in each case set forth above, notwithstanding any stated limitation on the assets that may be subject to such Lien, a
Permitted Lien on a specified asset or group or type of assets may include Liens on all improvements, additions and accessions thereto and all products and proceeds thereof; provided, further, that for purposes of this definition, the
term “Indebtedness” shall be deemed to include interest on such Indebtedness. 
 “Permitted Marketing
Obligations” means Indebtedness of the Borrower or any Restricted Subsidiary under letter of credit or borrowed money obligations or, in lieu of or in addition to such letters of credit or borrowed money, Guarantees of such Indebtedness or
other obligations of the Borrower or any Restricted Subsidiary by any other Restricted Subsidiary, in each case, related to the purchase by the Borrower or any Restricted Subsidiary of Hydrocarbons for which the Borrower or such Restricted
Subsidiary has contracts to sell; provided, however, that in the event that such Indebtedness or obligations are guaranteed by the Borrower or any Restricted Subsidiary, then either: (a) the Person with which the Borrower or such
Restricted Subsidiary has contracts to sell has an Investment Grade Rating or, in lieu thereof, a Person guaranteeing the payment of such obligated Person has an Investment Grade Rating or (b) such Person posts, or has posted for it, a letter
of credit (issued by a Person that has an Investment Grade Rating and is not an Affiliate of the Borrower) in favor of the Borrower or such Restricted Subsidiary with respect to all such Person’s obligations to the Borrower or such Restricted
Subsidiary under such contracts. 

  
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 “Permitted Prior Liens” means Liens securing Indebtedness incurred under
Section 6.01(b)(1) (other than Indebtedness constituting Parity Lien Debt or Junior Lien Debt but including Cash Management Obligations and Hedging Obligations) and of the type described in clauses (d), (e),
(f), (g), (h), (j), (s) and (t) of the definition of “Permitted Liens”. 

“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 (other than a
Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which any Credit Party or any ERISA Affiliate is (or, if such plan were terminated, would under
Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA. 
 “Pledge
Agreement” means a Pledge and Security Agreement in favor of the Collateral Trustee for the benefit of the Secured Parties and the other holders of Parity Lien Obligations covering, among other things, the rights and interests of Borrower
or any Restricted Subsidiary in the Equity Interest of each Restricted Subsidiary and of each Affiliate that is an operator of any Oil and Gas Properties (other than the Equity Interests of the Borrower) and otherwise in form and substance
satisfactory to the Administrative Agent and the Lenders. 
 “Preferred Stock,” as applied to the Capital Stock of any
Person, means Capital Stock of any class or classes (however designated) which is preferred as to the payment of dividends or distributions, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such
Person, over shares of Capital Stock of any other class of such Person. 
 “Priority Lien” means a Lien granted by the
Borrower or any Guarantor in favor of the Priority Lien Collateral Agent at any time, upon any Property of the Borrower or any Guarantor to secure Priority Lien Obligations (including Liens on such Collateral under the security documents associated
with any Replacement Credit Facility). 
 “Priority Lien Cap” means, as of any date, (a) the principal amount of
Indebtedness (including any interest paid-in-kind) that may be incurred under Section 6.01(b)(1) as of such date, plus (b) the amount of all Hedging Obligations, to the extent such Hedging Obligations are secured by the Priority
Liens, plus (c) the amount of all Cash Management Obligations, to the extent such Cash Management Obligations are secured by the Priority Liens, plus (d) the amount of accrued and unpaid interest (excluding any interest paid-in-kind) and
outstanding fees, to the extent such obligations are secured by the Priority Liens. For purposes of this definition, all letters of credit will be valued at the face amount thereof, whether or not drawn. 

“Priority Lien Collateral Agent” means the First Lien Agent (or other Person designated by the First Lien Agent), or if the
First Lien Credit Agreement ceases to exist, the collateral agent or other representative of lenders or holders of Priority Lien Obligations designated pursuant to the terms of the Priority Lien Documents and the Intercreditor Agreement. 

  
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 “Priority Lien Debt” means Indebtedness of the Borrower and the Guarantors under
the First Lien Credit Agreement (including letters of credit (with outstanding letters of credit being deemed to have a principal amount equal to the stated amount thereof) and reimbursement obligations with respect thereto) or any Replacement
Credit Facility, in each case, that is subject to the Intercreditor Agreement and permitted to be incurred under Section 6.01(b)(1) and secured under each applicable Secured Debt Document; provided, in the case of Indebtedness
under any Replacement Credit Facility, that: 
 (a) on or before the date on which such Indebtedness is incurred under such Replacement
Credit Facility, such Indebtedness is designated by the Borrower, in an Officers’ Certificate delivered to the Priority Lien Collateral Agent and the Collateral Trustee, as “Priority Lien Debt” for the purposes of the Secured Debt
Documents; provided that if such Indebtedness is designated as “Priority Lien Debt,” it cannot also be designated as Parity Lien Debt or Junior Lien Debt (or any combination of the three); 

(b) the collateral agent or other representative with respect to such Indebtedness, the Priority Lien Collateral Agent, the Collateral
Trustee, the Borrower and each applicable Guarantor have duly executed and delivered the Intercreditor Agreement (or a joinder to the Intercreditor Agreement or a new Intercreditor Agreement substantially similar to the Intercreditor Agreement as in
effect on the Effective Date and in a form reasonably acceptable to each of the parties thereto); 
 (c) the aggregate outstanding principal
amount of the Priority Lien Obligations, after giving effect to such Replacement Credit Facility, shall not exceed the Priority Lien Cap; and 

(d) all other requirements set forth in the Intercreditor Agreement as to the confirmation, grant or perfection of the Priority Lien
Collateral Agent’s Liens to secure such Indebtedness or Obligations in respect thereof are satisfied; 
 “Priority Lien
Documents” means the First Lien Documents, the Replacement Credit Facility and all other loan documents, notes, guarantees, instruments and agreements governing or evidencing, or executed or delivered in connection with, any Replacement
Credit Facility. 
 “Priority Lien Obligations” means (a) means the “Obligations” as defined in the First
Lien Credit Agreement and (b) all other Priority Lien Debt and principal (including reimbursement obligations and obligations to provide cash collateral with respect to letters of credit whether or not drawn), interest (including, to the extent
legally permitted, all interest accrued thereon after the commencement of any insolvency or liquidation proceeding at the rate, including any applicable post-default rate even if such interest is not enforceable, allowable or allowed as a claim in
such proceeding), premium (if any), fees, indemnifications, reimbursements, expenses, and other liabilities in respect thereof, together with any Hedging Obligations and Cash Management Obligations, in each case, to the extent that such obligations
are secured by Priority Liens. For the avoidance of doubt, Hedging Obligations shall only constitute Priority Lien Obligations to the extent that such Hedging Obligations are secured under the terms of the First Lien Credit Agreement and the
security documents creating Priority 

  
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Liens. Notwithstanding any other provision hereof, the term “Priority Lien Obligations” will include accrued interest, fees, costs, and other charges incurred under any Priority Lien
Document, whether incurred before or after commencement of an insolvency or liquidation proceeding, and whether or not allowable in an insolvency or liquidation proceeding. To the extent that any payment with respect to the Priority Lien Obligations
(whether by or on behalf of any Guarantor, as proceeds of security, enforcement of any right of set-off, or otherwise) is declared to be fraudulent or preferential in any respect, set aside, or required to be paid to a debtor in possession, trustee,
receiver, or similar Person, then the obligation or part thereof originally intended to be satisfied will be deemed to be reinstated and outstanding as if such payment had not occurred. 

“Priority Lien Representative” means (a) the First Lien Agent or (b) in the case of any Replacement Credit
Facility, the trustee, agent or representative of the holders of such Priority Lien Debt who maintains the transfer register for such Priority Lien Debt and is appointed as a representative of the Priority Lien Debt (for purposes related to the
administration of the security documents related to such Priority Lien Debt) pursuant to the credit agreement or other agreement governing such Priority Lien Debt. 

“Production Payments” means Dollar-Denominated Production Payments and Volumetric Production Payments, collectively. 

“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. 
 “Protective Advance” means any advance
made by one or more Priority Lien Secured Parties (as defined in the Intercreditor Agreement) for the purpose of (a) maintaining, protecting or preserving the Collateral and/or the Priority Lien Secured Parties’ rights under the Priority
Lien Documents or which is otherwise made for the benefit of the Priority Lien Secured Parties, (b) enhancing the likelihood of, or maximizing the amount of, repayment of any Priority Lien Obligation and/or (c) paying any other amount
chargeable to, or required to be paid by, any Credit Party under the Intercreditor Agreement or any Priority Lien Document as a result of the actions described under clauses (a) or (b) above; provided that in no event
shall the aggregate amount of any such advances exceed an amount equal to 6.67% of the aggregate principal amount of outstanding Indebtedness (including the aggregate stated amount of any outstanding letters of credit) under any borrowing base asset
based revolving credit facility constituting Priority Lien Obligations. 
 “Proved Reserves” means those Oil and Gas
Properties designated as proved (in accordance with SEC rules and regulations) in the Reserve Report most recently delivered to Administrative Agent pursuant to Section 5.01. 

“Quotation Agent” means the Reference Treasury Dealer selected by the Borrower. 

  
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 “Rating Agency” means each of S&P and Moody’s or if S&P or
Moody’s or both shall not make a rating on the applicable obligations publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Borrower (as certified by a resolution of the Governing
Body of the Borrower) which shall be substituted for S&P or Moody’s or both, as the case may be. 
 “Recipient”
means, as applicable, the Administrative Agent and any Lender. 
 “Reference Treasury Dealer” means Credit Suisse
Securities (USA) LLC and its successors and assigns and J.P. Morgan Securities LLC and its successors and assigns, one other nationally recognized investment banking firm selected by the Borrower that is a primary U.S. Government
securities dealer. 
 “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any
repayment date, the average, as determined by the Borrower, of the bid and asked prices for the Comparable Treasury Issue, expressed in each case as a percentage of its principal amount, quoted in writing to the Borrower by such Reference Treasury
Dealer at 5:00 p.m., New York City Time, on the third Business Day immediately preceding such repayment date. 

“Refinance” means, in respect of any Indebtedness, to refinance, extend, renew, refund, replace, repay, prepay, purchase,
redeem, defease or retire, or to issue other Indebtedness in exchange or replacement for, such Indebtedness. “Refinanced” and “Refinancing” shall have correlative meanings. 

“Refinancing Indebtedness” means (a) Indebtedness incurred by the Borrower or any Restricted Subsidiary,
(b) Disqualified Stock issued by the Borrower or any Restricted Subsidiary or (c) Preferred Stock issued by any Restricted Subsidiary, which, in each case, serves to extend, replace, refund, refinance, renew or defease any Indebtedness,
Disqualified Stock or Preferred Stock, as the case may be, including Refinancing Indebtedness, so long as: 
 (1) the
principal amount (or accreted value, if applicable) of such new Indebtedness, the amount of such new Preferred Stock or the liquidation preference of such new Disqualified Stock does not exceed (i) the principal amount of (or accreted value, if
applicable), plus any accrued and unpaid interest on, the Indebtedness, the amount of, plus any accrued and unpaid dividends on, the Preferred Stock, or the liquidation preference of, plus any accrued and unpaid dividends on, the Disqualified Stock,
as the case may be, being so extended, replaced, refunded, refinanced, renewed or defeased (such Indebtedness or Disqualified Stock or Preferred Stock, the “Applicable Refinanced Debt”), plus (ii) an amount equal to the sum of
(A) the amount of any tender premium or penalty or premium required to be paid under the terms of the instrument or documents governing such Applicable Refinanced Debt and (B) any defeasance costs and any fees and expenses (including
original issue discount, upfront fees or similar fees) incurred in connection with the issuance of such new Indebtedness, Preferred Stock or Disqualified Stock or the extension, replacement, refunding, refinancing, renewal or defeasance of such
Applicable Refinanced Debt; 

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

 (3) such Refinancing Indebtedness has a final scheduled maturity date equal to or later than the earlier of (A) the
final scheduled maturity date of the Indebtedness, Preferred Stock or Disqualified Stock being so extended, replaced, refunded, refinanced, renewed or defeased and (B) the date that is 91 days after the latest stated maturity date of the
Loans; 
 (4) to the extent such Refinancing Indebtedness extends, replaces, refunds, refinances, renews or defeases
(a) Subordinated Indebtedness, such Refinancing Indebtedness is subordinated to the obligations at least to the same extent as the Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased, (b) the Existing Unsecured
Notes, such Refinancing Indebtedness shall, if secured, constitute Parity Lien Debt or Junior Lien Debt (subject, in each case to the Intercreditor Agreement) or, if initially unsecured, shall be unsecured at all times and, in each case, no
Subsidiary of the Borrower (other each Restricted Subsidiary of the Borrower that is a Guarantor) shall, directly or indirectly, be an obligor (whether a borrower or otherwise), guarantor or surety under, or for, such Refinancing Indebtedness and
shall not provide any Guarantee of any such Refinancing Indebtedness or (c) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness must be Disqualified Stock or Preferred Stock, respectively; and 

(5) to the extent such Refinancing Indebtedness extends, replaces, refunds, refinances, renews or defeases Existing Unsecured
Notes, Parity Lien Debt or Junior Lien Debt, the representations and warranties, covenants (affirmative and negative), default and event of default provisions, interest rate (including interest rate floor and default rate), repayment, prepayment,
repurchase and/or sinking fund provisions, reporting provisions, and other material provisions of such Refinancing Indebtedness shall be no more favorable to the creditors thereunder, or more burdensome to the debtors or guarantors thereunder, than
the correlative and/or corresponding provisions under the Loan Documents (provided, further, that, in all events, for the avoidance of doubt, such Refinancing Indebtedness shall not contain any financial maintenance covenants). 

Notwithstanding the foregoing, Refinancing Indebtedness shall not include: 

(1) Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary of the Borrower that is not a Guarantor that refinances
Indebtedness or Disqualified Stock of the Borrower; 

  
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 (2) Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary of the
Borrower that is not a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of a Guarantor; or 

(3) Indebtedness or Disqualified Stock of the Borrower or Indebtedness, Disqualified Stock or Preferred Stock of a Restricted
Subsidiary that refinances Indebtedness, Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary. 

Notwithstanding the foregoing, “Refinancing Indebtedness” includes the extension, replacement, refund, refinancing,
renewal or defeasance of any Indebtedness permitted by Section 6.01(b)(1). 
 In addition, with respect to any
Refinancing Indebtedness of Refinancing Indebtedness, all limitations, restrictions, qualifying criteria and other standards set forth in this definition shall equally apply. 

“Register” has the meaning assigned to such term in Section 10.04. 

“Related Business” means any Oil and Gas Business and any other business in which the Borrower or any of the Restricted
Subsidiaries was engaged on the Signing Date and any business related, ancillary or complementary to such business. 
 “Related
Fund” means, with respect to any Lender that is a fund or commingled investment vehicle that invests in bank loans, any other fund that invests in bank loans and is managed or advised by the same investment advisor as such Lender or by an
Affiliate of such investment advisor. 
 “Related Parties” means, with respect to any specified Person, such Person’s
Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates. 

“Replacement Credit Facility” means any Credit Facility that refunds, refinances or replaces the First Lien Credit Agreement
or any other Replacement Credit Facility, in each case, in whole and with all commitments thereunder terminated (it being understood that this definition does not restrict the ability of the Borrower or any Guarantor to refinance, refund or replace
the First Lien Credit Agreement with Indebtedness that is otherwise permitted to be Incurred under this Agreement). 
 “Reserve
Report” means a report setting forth, as of December 31st, the Proved Reserves attributable to the Oil and Gas Properties of the Borrower and the Restricted Subsidiaries, 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 SEC reporting requirements at the time. 

“Responsible Officer” means the chief executive officer, president, vice president, chief financial officer, principal
accounting officer, treasurer or assistant treasurer of a Credit Party. Any document delivered hereunder that is signed by a Responsible Officer of a Credit 

  
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Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Credit Party and such Responsible Officer shall be
conclusively presumed to have acted on behalf of such Credit Party. 
 “Restricted Payment” means: 

(a) the declaration or payment of any dividends or any other distributions of any sort in respect of the Borrower’s or any Restricted
Subsidiary’s Equity Interests (including any payment in connection with any merger or consolidation involving such Person) or similar payment to the direct or indirect holders of the Borrower’s or any Restricted Subsidiary’s Equity
Interests (other than (1) dividends made or distributions payable solely in the Borrower’ s Equity Interests (other than Disqualified Stock), (2) dividends made or distributions payable solely to the Borrower or (to the extent made to
all equityholders on a pro rata basis) a Restricted Subsidiary and (3) pro rata dividends or other distributions made by a Restricted Subsidiary of the Borrower to the holders of its common Equity Interests on a pro rata basis; 

(b) the purchase, redemption or other acquisition or retirement for value of any Equity Interest of (1) the Borrower or (2) a
Restricted Subsidiary held by any Affiliate of the Borrower (other than by a Restricted Subsidiary), including in connection with any merger or consolidation and including the exercise of any option to exchange any Equity Interest (other than into
Equity Interests of the Borrower that are not Disqualified Stock); 
 (c) the purchase, repurchase, redemption, defeasance or other
acquisition or retirement for value, prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment of any Subordinated Indebtedness of the Borrower or any Guarantor or any Existing Unsecured Notes (other than (1) from the
Borrower or a Guarantor or (2) in anticipation of satisfying a sinking fund obligation, principal installment or payment due at final maturity, in each case due within one year of the date of such purchase, repurchase, redemption, defeasance or
other acquisition); or 
 (d) the making of any Investment (other than a Permitted Investment) in any Person. 

“Restricted Subsidiary” means any Subsidiary of the Borrower that is not an Unrestricted Subsidiary. 

“S&P” means Standard & Poor’s Ratings Financial Services LLC, a wholly owned subsidiary of McGraw-Hill
Financial, Inc. 
 “Sale/Leaseback Transaction” means an arrangement relating to Property owned by the Borrower or a
Restricted Subsidiary on the Signing Date or thereafter acquired by the Borrower or a Restricted Subsidiary whereby the Borrower or a Restricted Subsidiary transfers such property to a Person and the Borrower or a Restricted Subsidiary leases it
from such Person. 
 “SEC” means the Securities and Exchange Commission or any successor thereto. 

“Secured Debt Documents” means the Priority Lien Documents, the Parity Lien Documents and the Junior Lien Documents. 

  
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 “Secured Party” means the Administrative Agent, any Lender and any other holder
of Obligations. 
 “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder. 
 “Security Agreement” means a Security Agreement in favor of the Collateral Trustee for the benefit of the
Secured Parties and the other holders of Parity Lien Obligations covering, among other things, the rights and interests of Borrower or any Restricted Subsidiary in the property of such Restricted Subsidiary and in form and substance satisfactory to
the Administrative Agent. 
 “Security Instruments” means collectively, the Collateral Trust Agreement, all Collateral
Trust Joinder Agreements (as referred to under clause (y) of the definition thereof), the Pledge Agreement, the Security Agreement, the Deposit Account Control Agreements, all Guarantees of the Obligations evidenced by the Loan Documents and
all mortgages, security agreements, pledge agreements, collateral assignments and other collateral documents covering the Oil and Gas Properties of the Borrower and the Restricted Subsidiaries and the Equity Interests of the Restricted Subsidiaries
and other personal property, equipment, oil and gas inventory and proceeds of the foregoing, all such documents to be in form and substance reasonably satisfactory to the Administrative Agent. 

“Senior Debt” means unsecured Indebtedness of the Borrower or any of its Restricted Subsidiaries permitted to be incurred
under the terms of this Agreement, unless the instrument under which such Indebtedness is incurred expressly provides that it is subordinated in right of payment to the Loans and all Obligations with respect to the foregoing. Notwithstanding
anything to the contrary in the preceding sentence, Senior Debt will not include: 
 (a) any intercompany Indebtedness between or among the
Borrower or any of its Subsidiaries or any of its Affiliates; or 
 (b) any trade payables or taxes owed or owing by the Borrower or any of
its Subsidiaries. 
 “Series of Junior Lien Debt” means, severally, each issue or series of Junior Lien Debt for which a
single transfer register is maintained. 
 “Series of Parity Lien Debt” means, severally, the Obligations and each other
issue or series of Parity Lien Debt for which a single transfer register is maintained. 
 “Series of Secured Debt” means
the Priority Lien Debt, each Series of Parity Lien Debt and each Series of Junior Lien Debt. 
 “Significant Subsidiary”
means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the Effective Date. 

  
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 “Signing Date” means the date on which the conditions specified in
Section 4.01 are satisfied (or waived in accordance with Section 10.02). 
 “Solvent” and
“Solvency” mean, with respect to any Person on any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of
such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person
does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature, (d) such Person is not engaged in business or a transaction, and is not about
to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital, and (e) such Person is able to pay its debts and liabilities, contingent obligations and other commitments as they
mature in the ordinary course of business. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be
expected to become an actual or matured liability. 
 “Stated Maturity” means, with respect to any security, the date
specified in such security as the fixed date on which the final payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such
security at the option of the holder thereof upon the happening of any contingency unless such contingency has occurred). 

“Successor Borrower” has the meaning assigned to such term in Section 6.06(a)(1). 

“Subordinated Indebtedness” means (a) with respect to the Borrower, any Indebtedness of the Borrower which is by its
terms subordinated in right of payment to the Loans and the other Obligations and (b) with respect to any Guarantor, any Indebtedness of such Guarantor which is by its terms subordinated in right of payment to such Guarantor’s guarantee of
the Loans and other Obligations under the Loan Documents. 
 “Subsidiary” means, with respect to any Person (the
“parent”) at any date, any corporation, limited liability company, partnership, association or other entity 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 corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership interests
representing more than fifty percent (50%) of the equity or more than fifty percent (50%) of the ordinary voting power or, in the case of a partnership, more than fifty percent (50%) of the 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. Unless the context otherwise
clearly requires, references herein to a “Subsidiary” refer to a Subsidiary of the Borrower. 
 “Super-Majority
Lenders” means, at any time, Lenders having Credit Exposures representing at least eighty percent (80%) of the sum of the Aggregate Credit Exposure at such time. The Credit Exposures of any Defaulting Lender shall be disregarded in
determining Super-Majority Lenders at any time. 

  
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 “Swap Agreement” means any agreement with respect to any swap, forward, future
or derivative transaction or option or similar agreement 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; provided that in no event shall any (a) phantom stock or similar plan providing for payments only on account of services provided by
current or former directors, officers, employees or consultants of any Credit Party or any Restricted Subsidiary or (b) near term spot market purchase and sale of a commodity in the ordinary course of business based on a price determined by a
rate quoted on an organized exchange for actual physical delivery, be a Swap Agreement. 
 “Swap Modification” means the
amendment, modification, cancellation, monetization, sale, transfer, assignment, early termination or other disposition of any Swap Agreement for Crude Oil or Natural Gas. 

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

“Temporary Cash Investments” means any of the following: 

(a) any investment in direct obligations of the United States of America or any agency thereof or obligations guaranteed by the United States
of America or any agency thereof; 
 (b) investments in demand and time deposit accounts, certificates of deposit and money market deposits
maturing within 270 days after the date of acquisition thereof issued by a bank or trust company which is organized under the laws of the United States of America, any State thereof or any foreign country recognized by the United States of
America, and which bank or trust company has capital, surplus and undivided profits aggregating in excess of $50,000,000 million (or the foreign currency equivalent thereof) and has outstanding debt which is rated “A” (or such similar
equivalent rating) or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act) or any money-market fund sponsored by a registered
broker dealer or mutual fund distributor; 
 (c) investments in deposits available for withdrawal on demand with any commercial bank that is
organized under the laws of any country in which the Borrower or any Restricted Subsidiary maintains an office or is engaged in the Oil and Gas Business; provided, however, that (1) all such deposits have been made in such
accounts in the ordinary course of business and (2) such deposits do not at any one time exceed $10,000,000 in the aggregate; 
 (d)
repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clause (a) above entered into with a bank meeting the qualifications described in clause (b) above; 

  
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 (e) investments in commercial paper, maturing not more than 90 days after the date of
acquisition, issued by a corporation (other than an Affiliate of the Borrower) organized and in existence under the laws of the United States of America or any foreign country recognized by the United States of America with a rating at the time as
of which any investment therein is made of “P-1” (or higher) according to Moody’s or “A-1” (or higher) according to S&P; 

(f) investments in securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state,
commonwealth or territory of the United States of America, or by any political subdivision or taxing authority thereof, and rated at least “A” by S&P or “A” by Moody’s; and 

(g) investments in money market funds that invest 95% or more of their assets in securities of the types described in clauses (a) through
(f) above. 
 “Term Loan Maturity Date” means the fifth
(5th) anniversary of the Effective Date. 
 “Transactions” means
(a) the execution, delivery and performance by the Credit Parties of this Agreement and the Loan Documents, (b) the borrowing of Loans, (c) the use of the proceeds thereof, including to repurchase Existing Unsecured Notes, and
(d) the grant of Liens by the Credit Parties on the Mortgaged Properties and the other Collateral pursuant to the Security Instruments. 

“Uniform Commercial Code” means the Uniform Commercial Code of the State of New York or of any other state the laws
of which are required to be applied in connection with the perfection of security interests in any Collateral. 
 “Unrestricted
Subsidiary” means (a) any Subsidiary that at the time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors of the Borrower in the manner provided below, (b) any Subsidiary of an Unrestricted
Subsidiary, (c) EBG Resources and any of its Subsidiaries, (d) Bonchasse Land Company, LLC, a Louisiana limited liability company and any of its Subsidiaries, (e) the Marcellus JV Operator and any of its Subsidiaries (f) the
Marcellus Midstream Owner and any of its Subsidiaries, and (g) PCMWL, LLC, Moran Minerals, LLC and Moran Land Company, LLC. The Board of Directors of the Borrower may designate any Subsidiary (including any newly acquired or newly formed
Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries at the time of such designation or at any time thereafter (i) is a Material Domestic Subsidiary or owns, directly or indirectly, a Material Domestic
Subsidiary, (ii) owns any material Oil and Gas Properties or any Oil and Gas Properties described in the most recent Reserve Report delivered to the Administrative Agent or (iii) guarantees, or is a primary obligor of, any indebtedness,
liabilities or other obligations under any Senior Debt (including the Existing Unsecured Notes), Priority Lien Debt, Parity Lien Debt or Junior Lien Debt (or any Refinancing Indebtedness incurred to refinance any of the foregoing) or owns, directly
or indirectly, a Subsidiary that provides such a guarantee, or is such a primary obligor. 

  
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 “U.S. Person” means a “United States person” within the meaning
of Section 7701(a)(30) of the Code. 
 “U.S. Tax Compliance Certificate” has the meaning assigned to such term in
Section 2.12(d). 
 “Volumetric Production Payments” means production payment obligations recorded as deferred
revenue in accordance with GAAP, together with all undertakings and obligations in connection therewith. 
 “Voting Stock”
of a Person means all classes of Capital Stock of such Person then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof. 

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by
dividing: (a) the sum of the products obtained by multiplying (1) the amount of each then remaining scheduled installment, sinking fund, serial maturity or other required scheduled payments of principal, including payment at final
scheduled maturity, in respect thereof by (2) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment by (b) the then outstanding principal amount of such Indebtedness;
provided that the effects of any prepayments made on such Indebtedness shall be disregarded in making such calculation. 

“Wholly-Owned Subsidiary” means a Restricted Subsidiary, all the Capital Stock of which (other than directors’
qualifying shares) is owned by the Borrower or one or more other Wholly - Owned Subsidiaries. 
 “Withdrawal Liability”
means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA. 

“Withholding Agent” means the Borrower, any other Credit Party and the Administrative Agent. 

Section 1.02 Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms
defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase
“without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (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, restated, amended and restated, supplemented or otherwise modified (subject to any restrictions on such
amendments restatements, amendments and restatements, supplements or modifications set forth herein or in any other Loan Document), (b) any reference herein to any Person shall be construed to include such Person’ s successors and assigns,
(c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references
herein to Articles, Sections, Exhibits and 

  
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Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” or
“Property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights, and (f) any reference to any law
shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or
supplemented from time to time. No provision of this Agreement or any other Loan Document shall be construed or interpreted to the disadvantage of any party hereto by reason of such party’ s having, or being deemed to have, drafted, structured,
or dictated such provision. 
 Section 1.03 Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of
an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to
eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Majority Lenders request an amendment to any
provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately
before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. 

Section 1.04 Time of Day. Unless otherwise specified, all references to times of day shall be references to Central time (daylight
or standard, as applicable). 
 ARTICLE II 

THE CREDITS 

Section 2.01 Loans. Subject to the terms and conditions set forth herein, each Lender severally (and not jointly) agrees to make a
Loan to the Borrower on the Effective Date (or in the case of an Additional Portion of the Loans, on the Increase Date in respect of such Additional Portion of the Loans pursuant to Section 2.18 hereunder), in an amount equal to such
Lender’s Commitment, in each case as provided in Section 2.02 below. Amounts repaid or prepaid in respect of Loans may not be reborrowed. 

Section 2.02 Mechanics. The Borrower agrees that each Lender’s obligation to make a Loan to the Borrower as provided
hereunder shall be satisfied only by the deemed delivery by such Lender of 100% of the proceeds of such Lender’s Loans to the Note Sellers specified for such Lender on Schedule 2.01 in satisfaction of payment of the purchase price owed
to such Note Sellers under the Note Exchange Agreements. The Borrower hereby directs each Lender to so deliver the proceeds of the Loans. For the avoidance of doubt, the deemed delivery of the proceeds of the Loans as described in this
Section 2.02 shall be the only means by which the Lenders shall make the Loans hereunder, and nothing in this Agreement shall require any Lender to make its Loans by making funds available to the Administrative Agent or the Borrower.


  
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 Section 2.03 Loans and Borrowings. 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 Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as
required. 
 Section 2.04 Requests for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Agent of
such request by telephone not later than 11:00 a.m. New York time, one (1) Business Days before the date of the proposed Borrowing. Such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery,
telecopy or electronic mail to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the Borrower. Such telephonic and written Borrowing Request shall specify the following information:

 (a) the aggregate amount of the requested Borrowing (which shall be the aggregate amount of the Commitments of the Lenders or, in the
case of an Additional Portion of the Loans, the aggregate amount of such Additional Portion of the Loans pursuant to Section 2.18 hereunder); 

(b) the date of such Borrowing (which shall be the Effective Date or, in the case of an Additional Portion of the Loans, the Increase Date in
respect of the exercise of such Additional Portion of the Loans pursuant to Section 2.18 hereunder); and 
 (c) the Note Sellers to
whom the proceeds of the Loans will be deemed to be delivered (which, in the case of each Lender, shall be the Note Sellers specified for such Lender on Schedule 2.01). 

Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the
details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. 
 Section 2.05 Deemed
Funding of Borrowings. 
 (a) Each Lender shall make each Loan to be made by it hereunder on the Effective Date as provided in
Section 2.02. 
 (b) Unless the Administrative Agent shall have received notice from a Lender prior to the Effective Date that
such Lender will not make such Lender’s Loans on the Effective Date, the Administrative Agent may assume that such Lender has made its Loans on the Effective Date in accordance with paragraph (a) of this Section and
Section 2.02. 
 (c) Each Lender’s Commitment shall terminate on the earlier to occur of (x) the date that is ten
(10) Business Days after the date of this Agreement (or, in the case of any Lender’s Commitment, such later date as may be agreed in writing by such Lender) and (y) in the case of any Lender’s Commitment, the date of the
termination of the Note Exchange Agreement to which the Note Seller specified for such Lender on Schedule 2.01 is party. 

Section 2.06 Repayment of Loans; Evidence of Debt. 

  
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 (a) 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 Term Loan Maturity Date. 
 (b) The Borrower and each surety,
endorser, guarantor and other party ever liable for payment of any sums of money payable under this Agreement, jointly and severally waive presentment and demand for payment, notice of intention to accelerate the maturity, protest, notice of protest
and nonpayment, as to the payments due under this Agreement or any other Loan Document and as to each and all installments hereunder and thereunder, and agree that their liability under this Agreement or any other Loan Document shall not be affected
by any renewal or extension in the time of payment hereof, or in any indulgences, or by any release or change in any security for the payment of the Obligations, and hereby consent to any and all such renewals, extensions, indulgences, releases or
changes. 
 (c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the
Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. 

(d) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, (ii) the
amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each
Lender’s share thereof. 
 (e) The entries made in the accounts maintained pursuant to paragraph (c) or (d) of this Section
shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any
manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement. 
 (f) Any Lender or
Participant may request that Loans made by it be evidenced by a promissory note. In such event, the Borrower shall prepare, execute and deliver to such Lender or Participant a promissory note payable to the order of such Lender or Participant (or,
if requested by such Lender or Participant, to such Lender or Participant and its registered assigns) and in the form attached hereto as Exhibit E. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all
times (including after assignment pursuant to Section 10.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and
its registered assigns). 
 Section 2.07 Optional Prepayment of Loans. 

(a) At any time prior to October 26, 2018, the Borrower may, on one or more occasions, prepay all or any portion of the Loans, upon
notice as provided in Section 2.07(e), at a price equal to 100% of the principal amount of the Loans prepaid, plus the Make-Whole Amount as of the date of prepayment, plus accrued and unpaid interest, to, but excluding, the date of


  
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prepayment (subject to the right of the Lenders on the relevant regular record date to receive interest due on an Interest Payment Date that is prior to the date of prepayment). Borrower shall
calculate the Make-Whole Amount and provide such calculation to the Administrative Agent and the Lenders at least two (2) Business Days before the date of any such prepayment; provided that such calculation shall be subject to the review and
approval of the Lenders. In no event shall the Administrative Agent have any duty, responsibility, or liability with respect to the calculations of the Make-Whole Amount, which calculations shall be the sole responsibility of Borrower. 

(b) At any time on or after October 26, 2018, the Borrower may, on one or more occasions, prepay all or any portion of the Loans, upon
notice as provided in Section 2.07(e), at a price equal to 100% of the principal amount of the Loans prepaid, plus the premium (expressed as percentages of the principal amount to be prepaid) set forth below if prepaid during the
12-month period beginning on October 26th of the years indicated below, plus accrued and unpaid interest, to, but excluding, the date of prepayment (subject to the right of the Lenders on the
relevant regular record date to receive interest due on an Interest Payment Date that is prior to the date of prepayment): 
  

					
	 Year
	  	Premium	 
	 2018
	  	 	6.25	% 
	 2019 and thereafter
	  	 	0	% 

 (c) For purposes hereof, “Applicable Premium” means either or both of the Make-Whole Amount
and the premium specified in Section 2.07(b), as applicable. 
 (d) Except pursuant to Section 2.07(a) or (b), or
Section 2.08, the Loans may not be prepaid at the Borrower’s option. Any prepayment made pursuant to this Section 2.07 shall be made pursuant to the provisions of Sections 2.13. 

(e) To make a prepayment, the Borrower shall deliver at least three Business Days’ prior written or fax notice (or telephone notice
promptly confirmed by written or fax notice) to the Administrative Agent before 12:00 (noon), New York City time. Each such notice of prepayment shall specify the prepayment date and the principal amount of Loans to be prepaid, which date may not be
more than 30 days after the date of notice of prepayment, shall be irrevocable and shall commit the Borrower to prepay Loans in the amount stated therein on the date stated therein; provided, however, that (1) if such prepayment is
for all of the then outstanding Loans, then the Borrower may revoke such notice by written notice to the Administrative Agent no later than 12:00 (noon), New York City time, on the date of prepayment and/or extend the prepayment date by not more
than five Business Days and (2) if such prepayment is a partial prepayment, it shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000. 

Section 2.08 Offers to Prepay Loans. 

(a) Asset Sales. Not later than the second Business Day following the receipt of Net Cash Proceeds in respect of any Asset Sale,
subject to the terms of the Intercreditor Agreement the Borrower shall deliver an offer to the Administrative Agent which, in turn, shall 

  
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furnish such offer to all of the Lenders, and, if required by the terms of other Parity Lien Debt, to all holders of such other Parity Lien Debt, to prepay the maximum aggregate principal amount
of the Loans that may be prepaid out of the Net Cash Proceeds received with respect thereto, in a cash amount equal to 100% of the principal amount of such Loans, plus accrued and unpaid interest (if any) as of the date of such prepayment (each such
offer, an “Asset Sale Offer”). The foregoing notwithstanding, the Borrower may elect, by written notice delivered to the Administrative Agent on or prior to the date two Business Days following receipt of any such Net Cash Proceeds,
to apply such Net Cash Proceeds within 360 days to: 
 (i) acquire property, plant and equipment or any business entity
used or useful in carrying on the business of the Borrower and its Restricted Subsidiaries or to improve or replace any existing property of the Borrower and its Restricted Subsidiaries used or useful in carrying on the business of the Borrower and
its Restricted Subsidiaries (the foregoing, collectively, “replacement assets”), or to make capital expenditures in Oil and Gas Properties (provided that any Net Cash Proceeds attributable to a Disposition of an asset owned by a
Credit Party must be reinvested in replacement assets owned by one or more Credit Parties or to make capital expenditures in Oil and Gas Properties owned by one or more Credit Parties); 

(ii) to permanently repay, redeem or repurchase (and permanently reduce the commitments with respect to) any Priority Lien Debt
and other outstanding Priority Lien Obligations; 
 (iii) subject to Section 2.13(b) (if applicable), to
permanently repay, redeem or repurchase (and permanently reduce the commitments with respect to) any Parity Lien Debt, other than Indebtedness owed to the Borrower or another Restricted Subsidiary, at a price equal to 100% of the principal amount of
such Parity Lien Debt plus any accrued but unpaid interest thereon; provided that if the Borrower shall so repay or reduce any such Parity Lien Debt, the Borrower shall equally and ratably repay (or offer to repay) the Loans by making an
offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Lenders at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the amount of Loans that would otherwise be prepaid;
or 
 (iv) any combination of the foregoing. 

Any portion of such Net Cash Proceeds not actually applied as provided above within such 360-day period, immediately thereafter will be
offered to Lenders pursuant to an Asset Sale Offer. Pending application of Net Cash Proceeds pursuant to this Section 2.08, such Net Cash Proceeds may be invested in any manner that is not prohibited by the Loan Documents. 

Each Lender may accept all but not less than all of its pro rata share of any Asset Sale Offer (any amounts not accepted, together with any
other amounts not accepted from prepayments offered under Section 2.08(b), the “Declined Amounts”) by providing written notice (an “Acceptance Notice”) to the Administrative Agent and the Borrower no
later than 5:00 p.m. ten Business Days after the date of delivery of such Asset Sale Offer. If a Lender fails to deliver an Acceptance Notice to the Administrative Agent within the time frame specified above,


  
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such failure will be deemed a rejection of such Asset Sale Offer. The Borrower shall prepay all Loans required to prepaid by it under this Section 2.08(a) no later than five Business
Days after expiration of the time period for acceptance by the Lenders of the Asset Sale Offer. Any Declined Amounts shall no longer be subject to this Section 2.08 and may be used by the Borrower in any manner not prohibited by this
Agreement. If the aggregate principal amount of Loans requested to be repaid exceeds the aggregate amount to be repaid by the Borrower pursuant to this Section 2.08, the Administrative Agent shall apply the amounts to be repaid by the
Borrower to the Loans requested to be repaid on a pro rata basis based on the principal amount of such Loans. 
 (b) Change of
Control. Within 30 days following any Change of Control, the Borrower shall deliver to the Administrative Agent an offer to each Lender (each such offer, a “Change of Control Offer”) to prepay all Loans then outstanding,
which offer the Administrative Agent shall furnish to all of the Lenders, at an offer price in cash in an amount equal to 101% of the aggregate principal amount of the Loans, plus accrued and unpaid interest (if any) to the date of such prepayment.

 Each Lender may accept all but not less than all of its pro rata share of any Change of Control Offer by providing an Acceptance Notice
to the Administrative Agent and the Borrower no later than 5:00 p.m. ten Business Days after the date of delivery of the Change of Control Offer. If a Lender fails to deliver an Acceptance Notice to the Administrative Agent within the time frame
specified above, such failure will be deemed a rejection of such Change of Control Offer. The Borrower shall prepay all Loans required to be prepaid by it under this Section 2.08(c) no later than 30 days after expiration of the time
period for acceptance by the Lenders of the Change of Control Offer (such date, the “Change of Control Payment Date”). Any Declined Amounts shall no longer be subject to this Section 2.08 and may be used by the Borrower
in any way not prohibited by this Agreement. 
 If the aggregate principal amount of Loans requested to be repaid exceeds the aggregate
amount to be repaid by the Borrower pursuant to this Section 2.08(b), the Administrative Agent shall apply the amounts to be repaid by the Borrower to the Loans requested to be repaid on a pro rata basis based on the principal amount of
such Loans. 
 Provided that the Borrower complies in all respects with the other paragraphs of this Section 2.08(b), all Loans
required to be prepaid by it pursuant to the Change of Control Offer shall cease to accrue interest on the Change of Control Payment Date. 

(c) Optional Prepayments Generally. Prepayments pursuant to this Section shall be accompanied by accrued interest to the extent
required by Section 2.10. Each prepayment shall be applied ratably to the Loans. Amounts applied to the payment of Loans pursuant to this Section may not be reborrowed. Notwithstanding anything in this Section 2.08 to the
contrary, no prepayments of outstanding Loans that would otherwise be required to be made under clauses (a) or (b) of this Section 2.08 shall be required if such prepayment is prohibited by the Intercreditor
Agreement. 
 Section 2.09 Fees and Applicable Premium. 

  
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 (a) Borrower agrees to pay to the Administrative Agent, for its own account, the fees set forth
in the Fee Letter payable to the Administrative Agent and such other fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. 

(b) In the event any mandatory or voluntary repayment or prepayment (other than pursuant to Section 2.08(a) or 2.08(b)) of
the Loans is made prior to the Term Loan Maturity Date, including as a result of the termination of this Agreement and repayment of the Obligations at any time prior to the Term Loan Maturity Date, for any reason, including (i) termination upon
the election of the Majority Lenders to terminate after the occurrence and during the continuation of an Event of Default (or, in the case of the occurrence of any Event of Default described in clauses (g) or (h) of
Article VIII with respect to the Borrower or any Restricted Subsidiary, automatically upon the occurrence thereof), (ii) foreclosure and sale of Collateral, (iii) sale of the Collateral in any insolvency proceeding, or
(iv) restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any insolvency proceeding, then, in view of the impracticability
and extreme difficulty of ascertaining the actual amount of damages to the Lenders or profits lost by the Lenders as a result of such early payment or termination, and by mutual agreement of the Borrower and the Lenders as to a reasonable estimation
and calculation of the lost profits or damages of the Lenders, the Borrower shall pay, pro rata among the Lenders that hold Loans based on their respective outstanding principal amounts on the date of such prepayment, the Applicable Premium,
measured as of the date of such payment or termination. Borrower shall calculate the Applicable Premium and provide such calculation to Administrative Agent and the Lenders at least two (2) Business Days before the date any such prepayment is
made; provided that such calculation shall be subject to the review and approval of the Lenders. The Administrative Agent shall disburse any such prepayment (together with the Applicable Premium which has been delivered to Administrative
Agent by Borrower at the time of the prepayment) to the Lenders upon Administrative Agent’s receipt thereof. In no event shall the Administrative Agent have any duty, responsibility or liability with respect to the calculations of the
Applicable Premium, which calculation shall be the sole responsibility of Borrower. 
 (c) All fees payable hereunder shall be paid on the
dates due, in immediately available funds, to the Administrative Agent. Subject to Section 10.13, fees paid shall not be refundable under any circumstances. 

Section 2.10 Interest. 

(a) The Loans shall bear interest at the per annum rate of 12.5%. 

(b) (1) If the Borrower shall default in the payment of any principal of or interest on any Loan or any other amount due hereunder or under
any other Loan Document, by acceleration or otherwise, or (2) if any Event of Default under Article VIII (other than paragraphs (a) or (b) thereunder) has occurred and is continuing and the Majority Lenders so vote (or, in
the case of the occurrence of any Event of Default described in clauses (g) or (h) of Article VIII with respect to the Borrower or any Restricted Subsidiary, automatically upon the occurrence thereof), then, in
the case of clause (1) above, until such defaulted amount shall have 

  
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been paid in full or, in the case of clause (2) above, from the date such vote has been exercised by the Majority Lenders (or, in the case of the occurrence of any Event of Default described
in clauses (g) or (h) of Article VIII with respect to the Borrower or any Restricted Subsidiary, automatically upon the occurrence thereof) and for so long as such Event of Default is continuing, to the extent
permitted by law, all overdue amounts under this Agreement and the other Loan Documents shall bear interest (after as well as before judgment), payable on demand, (x) in the case of overdue principal, at the rate otherwise applicable to such
Loan pursuant to Section 2.10 plus 2.00% per annum and (y) in all other cases, at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the interest rate applicable
to Loans pursuant to Section 2.10 plus 2.00% per annum. 
 (c) Accrued interest on each Loan shall be payable in arrears on each
Interest Payment Date for such Loan and on the Term Loan Maturity Date; provided that (1) interest accrued pursuant to Section 2.10(b) shall be payable on demand and (2) in the event of any repayment or prepayment of any
Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment. 
 (d) All
interest hereunder shall be computed on the basis of a year of 360 days, and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). 

(e) Interest on each Loan shall be payable on the Interest Payment Dates applicable to such Loan except as otherwise provided in this
Agreement. 
 Section 2.11 Reserve Requirements; Change in Circumstances. 

(a) If any Change in Law shall (1) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or
similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender; (2) subject any Recipient to any Taxes (other than (i) Indemnified Taxes, (ii) Taxes described in
clauses (b) through (d) of the definition of Excluded Taxes and (iii) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other
liabilities or capital attributable thereto; or (3) impose on any Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender, and the result of any of the
foregoing shall be to increase the cost to such Lender or such other Recipient of making or maintaining any Loan, or to reduce the amount of any sum received or receivable by such Lender or other Recipient hereunder (whether of principal, interest
or any other amount) then, upon request of such Lender or other Recipient, the Borrower will pay to such Lender or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender or other Recipient, as the case
may be, for such additional costs incurred or reduction suffered. 
 (b) If any Lender determines that any Change in Law affecting such
Lender or any lending office of such Lender or such Lender’ s holding company, if any, regarding capital or liquidity requirements, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of
such Lender’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by such Lender to a level 

  
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below that which such Lender or such Lender’ s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such
Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’ s holding company for any such
reduction suffered. 
 (c) A certificate of a Lender setting forth (i) the amount or amounts reasonably necessary to compensate such
Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section 2.11, (ii) the factual basis for such compensation, and (iii) the manner in which such amount or
amounts were calculated, and delivered to the Borrower, 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. 

(d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 2.11 shall not constitute a waiver
of such Lender’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender under paragraph (a) or (b) above with respect to increased costs or reductions with
respect to any period prior to the date that is 120 days prior to such request if such Lender knew or could reasonably have been expected to know of the circumstances giving rise to such increased costs or reductions and of the fact that such
circumstances would result in a claim for increased compensation by reason of such increased costs or reductions; provided, further, that the foregoing limitation shall not apply to any increased costs or reductions arising out of the
retroactive application of any Change in Law within such 120-day period. The protection of this Section 2.11 shall be available to each Lender regardless of any possible contention of the invalidity or inapplicability of the Change in
Law that shall have occurred or been imposed. 
 Section 2.12 Taxes. 

(a) Any and all payments by or on account of any obligation of the Borrower or any other Credit Party under any Loan Document shall be made
without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any
such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with
applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Credit Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings
applicable to additional sums payable under this Section 2.12) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made. 

(b) In addition, 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) The Credit Parties shall indemnify the
Administrative Agent and each Lender, within 10 days after written demand therefor, for the full amount of any Indemnified 

  
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Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 2.12) payable or paid by such Recipient or required to be withheld or
deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes 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 the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest
error. 
 (d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower or any other Credit Party to a
Governmental Authority, the Borrower 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. 
 (1) 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 Sections 2.12(d)(2)(i), 2.12(d)(2)(ii) and 2.12(d)(4) 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. 

(2) Without limiting the generality of the foregoing, 

(i) 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 originals of IRS Form W-9 certifying that such Lender is exempt from
U.S. federal backup withholding; 
 (ii) 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: 

  
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 (A) 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 originals of IRS Form W-8BEN or W-8BEN-E (as applicable) establishing an exemption from, or reduction of, U.S. federal
withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or W-8BEN-E (as applicable) establishing an exemption from, or
reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; 

(B) executed originals of IRS Form W-8ECI; 

(C) 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 H-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” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”)
and (y) executed originals of IRS Form W-8BEN or W-8BEN-E (as applicable); or 
 (D) to the extent a Foreign Lender
is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W- 8BEN or IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-2 or
Exhibit H-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 H-4 on behalf of each such direct and indirect partner; 

(3) 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), 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 Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and 

(4) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if
such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall 

  
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deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such
documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower
and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for
purposes of this clause (4), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. 

(5) Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in
any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so. 

(e) Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (1) any Indemnified
Taxes attributable to such Lender (but only to the extent that 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), (2) any Taxes
attributable to such Lender’s failure to comply with the provisions of Section 10.04 relating to the maintenance of a Participant Register and (3) 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 (e). 

(f) If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has
been indemnified pursuant to this Section 2.12 (including by the payment of additional amounts pursuant to this Section 2.12), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of
indemnity payments made under this Section 2.12 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by
the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (f) (plus any
penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this
paragraph (f), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (f) the payment of which would place the indemnified party in a less favorable net
after-Tax position than the indemnified party would have been in if the Tax subject to 

  
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indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been
paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person. 

(g) Each party’s obligations under this Section 2.12 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 Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document. For purposes of this Section 2.12, the term
“applicable law” includes FATCA. 
 Section 2.13 Payments Generally; Pro Rata Treatment; Sharing of Set-offs. 

(a) The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees, or of amounts payable
under Section 2.11 or Section 2.12, or otherwise) prior to 12:00 noon on the date when due, in immediately available funds, without set-off or counterclaim. 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 (x) to the Administrative Agent at its offices at Suite
1290, 50 South Sixth Street, Minneapolis, MN 55402 or (y) directly to the applicable Lender as may be specified in writing from time to time by the Administrative Agent, except that payments pursuant to Section 2.11,
Section 2.12 and Section 10.03 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) Subject to the
Intercreditor Agreement, any proceeds of Collateral received by the Administrative Agent (1) not constituting either (i) a specific payment of principal, interest, fees or other sum payable under the Loan Documents (which shall, to the
extent not otherwise specified in the Loan Documents, be applied to the payment of such principal, interest, fees or other sum payable under the Loan Documents as specified by the Borrower), or (ii) a prepayment pursuant to an Asset Sale Offer
or Change of Control Offer (which shall be applied in accordance with Section 2.08) or (2) after an Event of Default has occurred and is continuing, shall be applied ratably first, to pay any fees, indemnities, or expense
reimbursements including amounts then due to the Administrative Agent from the Borrower or any other Credit Party, second, to pay any fees or expense reimbursements then due to the Lenders from the Borrower or any other Credit Party,
third, to pay interest then due and payable on the Loans ratably, fourth, to pay the portion of the Obligations constituting unpaid principal of the Loans, in each case, ratably among the Administrative Agent and the Lenders, and
fifth, to the payment of any other Obligations due to the Administrative Agent, any Lender or any other Secured Party by any Credit Party or any Restricted Subsidiary. The Administrative Agent and the Lenders shall have the continuing and
exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations. 

  
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 (c) Subject to the Intercreditor Agreement, if any Lender shall, by exercising any right of
set-off or counterclaim or otherwise (including any right of set-off exercised with respect to a Swap Agreement), obtain payment in respect of any principal of or interest on any of its Loans resulting in such Lender receiving payment of a greater
proportion of the aggregate amount of its Loans 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 Loans of
other Lenders 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 Loans; provided that
(1) 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
(2) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower 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 to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph 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. 
 (d) 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 hereunder 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 Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then
each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender 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. 

(e) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.13(d) or
Section 10.03(c), then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof (1) apply any amounts thereafter received by the Administrative Agent for the account of such Lender and for
the benefit of the Administrative Agent to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid, and/or (2) hold any such amounts in a segregated account as cash collateral for, and
application to, any future funding obligations of such Lender under such Sections, in the case of each of (1) and (2) above, in any order as determined by the Administrative Agent in its discretion. 

  
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 Section 2.14 Mitigation Obligations; Replacement of Lenders; Illegality. 

(a) If any Lender requests compensation under Section 2.11, 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 2.12, 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 (1) would eliminate or reduce amounts payable pursuant to Section 2.11 or
Section 2.12, as the case may be, in the future and (2) 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 documented
and reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. 
 (b) If any Lender
requests compensation under Section 2.11, 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 2.12, 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, and consents required by,
Section 10.04), 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 received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, (2) such Lender shall have received payment of an amount equal to the outstanding principal of
its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder (but excluding, for the avoidance of doubt, any amounts attributable to the Applicable Premium), 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 2.11 or payments required to be made
pursuant to Section 2.12, 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. 
 (c) If (1) in
connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions of this Agreement or any other Loan Document that requires approval of all of the Lenders under Section 10.02, the
consent of Super-Majority Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”) whose consent is required has not been obtained or (2) a Lender is a Defaulting
Lender; then, in each case, the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, elect to replace such Non-Consenting Lender or Defaulting Lender, as the case may be, as a Lender party to this
Agreement in accordance with and subject to the restrictions contained in, and consents required by Section 10.04; provided that (x) the Borrower shall have received the prior written consent of the Administrative Agent,
which consent shall not unreasonably be withheld, and (y) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, 

  
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accrued interest thereon, accrued fees and all other amounts payable to it hereunder (but excluding, for the avoidance of doubt, any amounts attributable to the Applicable Premium), 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). A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a
consent by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply or, in the case of a Defaulting Lender, such Lender is no longer a Defaulting Lender. 

Section 2.15 Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a
Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: 
 (a) Such Defaulting
Lender shall not have the right to vote on any issue on which voting is required (other than to the extent expressly provided in Section 10.02(b)) and the Credit Exposure of such Defaulting Lender shall not be included in determining
whether the Majority Lenders or the Super-Majority Lenders have taken or may take any action hereunder. 
 (b) If a Defaulting Lender (or a
Lender who would be a Defaulting Lender but for the expiration of the relevant grace period) as a result of the exercise of a set-off shall have received a payment in respect of its Credit Exposure which results in its Credit Exposure being less
than its Applicable Percentage of the Aggregate Credit Exposure, then no payments will be made to such Defaulting Lender until such time as such Defaulting Lender shall have complied with this Section 2.15 and all amounts due and owing
to the Lenders has been equalized in accordance with each Lender’s respective pro rata share of the Obligations. Further, 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 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 Percentage of all Loans then outstanding. After acceleration or maturity of the Loans, subject to the first
sentence of this Section 2.15(b), all principal will be paid ratably as provided in Section 2.15(b). 

Section 2.16 Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the
Obligations, the Administrative Agent or any Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void
or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force
as if such payment or proceeds had not been received by the Administrative Agent or such Lender. The provisions of this Section 2.16 shall be and remain effective notwithstanding any contrary action which may have been taken by the
Administrative Agent or any Lender in reliance upon such payment or application of proceeds. The provisions of this Section 2.16 shall survive the termination of this Agreement. 

Section 2.17 Collection of Proceeds of Production. The Security Instruments contain an assignment by the Borrower and/or the
Guarantors to and in favor of the Collateral 

  
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Trustee 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 Properties. The Security Instruments further provide in general for the application of such proceeds to the satisfaction of the Obligations and other obligations described therein and secured thereby.
Notwithstanding the assignment contained in such Security Instruments, (a) unless an Event of Default has occurred and is continuing, neither the Collateral Trustee nor the Administrative Agent nor any Lender will notify the purchaser or
purchasers of such production nor take any other action to cause such proceeds to be remitted to the Collateral Trustee nor the Administrative Agent nor any Lender, but the Collateral Trustee, Administrative Agent and each Lender will instead permit
such proceeds to be paid to the relevant Credit Party and (b) the Lenders hereby authorize the Collateral Trustee to take such actions as may be necessary to cause such proceeds to be paid to the relevant Credit Party so long as no Event of
Default has occurred and is continuing. 
 Section 2.18 Accordion. 

(a) From time to time after the Signing Date, at the option of the Borrower (but subject to the conditions set forth in clause
(b) below), the Loans hereunder may be increased hereunder (each increase that satisfies the terms and conditions herein, an “Increase”) by an amount not in excess of the Available Increase Amount by delivery of a written
notice of a proposed increase to Administrative Agent at least ten (10) Business Days prior to such Increase. Each proposed increase shall be in an amount of at least $5,000,000. In no event may the Loans be increased pursuant to this
Section 2.18 on more than ten (10) occasions in the aggregate for all such Increases. 
 (b) Each of the following shall be
conditions precedent to any Increase of the Loans and the making of the additional portion of the Loans (each, an “Additional Portion of the Loans” and collectively, the “Additional Portions of the Loans”) in
connection therewith: 
 (1) The Borrower has obtained the commitment of one or more Lenders (or other prospective lenders)
to provide the proposed Increase (it being understood that no Lender shall have any obligation whatsoever to provide or consider providing any proposed Increase and may refuse to provide any proposed Increase for any reason or no reason at all), and
any such Lenders or prospective lenders, as applicable, shall have signed (A) a joinder agreement to this Agreement, in form and substance reasonably satisfactory to Administrative Agent, pursuant to which any prospective lenders agree to be
joined as a Lender subject to the terms and conditions hereunder, and (B) if applicable, a note purchase agreement, in form and substance satisfactory to the Borrower, pursuant to which a Lender or prospective lender agrees to exchange all, or
a portion of, its Existing Unsecured Notes for Loans hereunder; 
 (2) The representations and warranties of each Credit
Party set forth in the Loan Documents shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the Increase Date (as defined below), except to the extent that such
representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date; and 

  
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 (3) no Default or Event of Default shall have occurred and be continuing on the
date of the effectiveness on the Additional Portion of the Loans (such date being the “Increase Date”), or result immediately from the making of the Additional Portion of the Loans. 

(c) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to the Loans shall be deemed,
unless the context otherwise requires, to include any Additional Portion of the Loans made pursuant to this Section 2.18. Each Additional Portion of Loans made pursuant to this Section 2.18 shall constitute a portion of the
Loans under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the
Loan Documents. Borrower shall take any actions reasonably required by Administrative Agent and Collateral Trustee to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the
Uniform Commercial Code or otherwise after giving effect to the establishment of any such Additional Portion of the Loans. 
 (d) If
necessary, all such Additional Portion of the Loans, to the extent necessary for tax considerations, may be designated as a separate tranche of loans; provided that all Lenders of the Loans hereunder, including any Additional Portion of the
Loans, will vote as a single class hereunder. 
 ARTICLE III 

REPRESENTATIONS AND WARRANTIES 

Each Credit Party represents and warrants to the Lenders that (it being understood and agreed that such representations and warranties are
deemed to be made concurrently with and after giving effect to the consummation of the Transactions on the Effective Date): 

Section 3.01 Organization; Powers. Each Credit Party is duly organized, validly existing and in good standing under the laws of
the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material
Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required. 

Section 3.02 Authorization; Enforceability. The Transactions are within each Credit Party’ s corporate, limited liability
company or partnership powers and have been duly authorized by all necessary corporate, limited liability company or partnership and, if required, stockholder action. This Agreement and each of the Loan Documents to which a Credit Party is party
have been duly executed and delivered by such Credit Party and constitute legal, valid and binding obligations of such Credit Party, enforceable in accordance with their 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 3.03 Governmental 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, except such as have been obtained or made and are in full force and effect and, after the Effective Date, the filing of this
Agreement and related Loan Documents by the Borrower with, and other required disclosures required by, the Securities and Exchange Commission pursuant to the requirements of the Exchange Act, (b) will not violate any applicable law or
regulation or the charter, by-laws or other Organizational Documents of the Borrower or any Restricted Subsidiary or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement or other
instrument evidencing Material Indebtedness or a Material Sales Contract binding upon the Borrower or any Restricted Subsidiary or any of their respective assets, or give rise to a right thereunder to require any payment to be made by the Borrower
or any Restricted Subsidiary, and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any Restricted Subsidiary not otherwise permitted under Section 6.07. 

Section 3.04 Financial Condition; No Material Adverse Change. 

(a) The Borrower has heretofore furnished to the Lenders the consolidated balance sheet and related statements of income and cash flows of the
Borrower and its Consolidated Subsidiaries (1) as of and for the fiscal years ended December 31, 2012, December 31, 2013, and December 31, 2014, reported on by KPMG LLP, independent public accountants, and (2) as of and for
the fiscal quarters ended March 31, 2015 and June 30, 2015, setting forth in comparative form the figures for the corresponding period of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by a
Responsible 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 statements referred to in clause (ii) above. 

(b) Since December 31, 2014, there has been no material adverse change in the business, assets, operations, prospects or condition,
financial or otherwise, of the Borrower and its Restricted Subsidiaries, taken as a whole (it being understood that changes in commodity prices for Hydrocarbons affecting the oil and gas industry as a whole do not constitute a material adverse
change). 
 Section 3.05 Properties. 

(a) Except as otherwise provided in Section 3.15 with respect to Proved Reserves included in the Oil and Gas Properties of the
Borrower and each Restricted Subsidiary, the Borrower and each Restricted Subsidiary has good title to, or valid leasehold interests in, all such real and personal property material to its business, except for minor defects in title that do not
interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes. 

  
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 (b) All material leases and agreements (excluding oil and gas leases which are addressed in
Section 3.15) necessary for the conduct of the business of the Borrower and the Restricted Subsidiaries are valid and subsisting, in full force and effect, and there exists no default or event of default, or event or circumstance which
with the giving of notice or the passage of time or both would give rise to a default or event of default, under any such lease or agreement which could reasonably be expected to have a Material Adverse Effect. 

(c) The rights and Properties presently owned, leased or licensed by the Credit Parties including all easements and rights of way, include all
material rights and Properties necessary to permit the Borrower and the Restricted Subsidiaries to conduct their business. 
 (d) All of the
material Properties of the Borrower and the Restricted Subsidiaries (other than the Oil and Gas Properties, which are addressed in Section 3.15) 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 Restricted Subsidiary owns, or is
licensed to use, all trademarks, trade-names, copyrights, patents and other intellectual property material to its business, and the use thereof by the Borrower and such Restricted Subsidiaries, as the case may be, does not infringe upon the 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. 

Section 3.06 Litigation and Environmental Matters. 

(a) There are no actions, suits, investigations or proceedings by or before any arbitrator or Governmental Authority pending against or, to
the knowledge of the Borrower, threatened against or affecting the Borrower or any Restricted Subsidiary, (1) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be
expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or (2) that involve this Agreement or the Transactions. 

(b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably
be expected to result in a Material Adverse Effect, neither the Borrower nor any Restricted Subsidiary to the Borrower’s knowledge (1) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit,
license or other approval required under any Environmental Law, (2) has become subject to any Environmental Liability, (3) has received notice of any claim with respect to any Environmental Liability or (4) knows of any basis for any
Environmental Liability. 
 (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that,
individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect. 

Section 3.07 Compliance with Laws and Agreements. The Borrower and each Restricted Subsidiary is in compliance with all
Governmental Requirements applicable to it, its Oil and Gas Business, and its Property and there are no pending, or to the knowledge of the 

  
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Borrower or any Restricted Subsidiary, threatened or anticipated complaints, investigations, enforcement actions or other proceedings (formal or informal, public or non-public) alleging that
Borrower or any Restricted Subsidiary is not in compliance with any Governmental Requirements applicable to it, its Oil and Gas Business, or its Property which could reasonably be expected, individually or in the aggregate, to result in a Material
Adverse Effect. The Borrower and each Restricted Subsidiary are in compliance with all indentures, agreements and other instruments binding upon 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. No Default or Event of Default has occurred and is continuing. As of the Effective Date and immediately after giving effect to any extensions of credit hereunder, no default or event of
default has occurred and is then continuing under any of the First Lien Documents or under any indenture or similar document related to the Existing Unsecured Notes. 

Section 3.08 Investment Company Status; Energy Regulatory Status. 

(a) Neither the Borrower nor any Restricted Subsidiary is an “investment company” as defined in, or subject to regulation under, the
Investment Company Act of 1940. 
 (b) Neither the Borrower nor any Restricted Subsidiary (1) is subject to regulation as a
“natural-gas company,” under the Natural Gas Act or the regulations of the Federal Energy Regulatory Commission (“FERC”) thereunder, (2) subject to regulation as a “gas utility company,” a
“public-utility company,” or a “holding company” under the Public Utility Holding Company Act of 2005, or FERC’s regulations thereunder, or (3) subject to regulation as a “public utility, “ a “natural gas
utility,” a “natural gas company,” a “holding company,” or similar term under any state law or regulation. 

Section 3.09 Taxes. The Borrower and each Restricted Subsidiary has timely filed or caused to be filed all Tax returns and reports
required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Restricted
Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect. 

Section 3.10 ERISA. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such
ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated benefit obligations under each Plan (based on the assumptions used for
purposes of FASB Statement 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed by more than $5,000,000 the fair market value of the assets of such Plan, and the present value of all accumulated
benefit obligations of all underfunded Plans (based on the assumptions used for purposes of FASB Statement 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed by more than $5,000,000 the fair
market value of the assets of all such underfunded Plans. 
 Section 3.11 Disclosure. The Borrower has disclosed to the Lenders
all agreements, instruments and corporate or other restrictions to which it or any Restricted 

  
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Subsidiary is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the other reports,
financial statements, certificates or other information furnished by or on behalf of the Borrower or any Restricted Subsidiary to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or delivered hereunder (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. 
 Section 3.12 Labor Matters. There are no strikes, lockouts or slowdowns against the Borrower or any of its
Restricted Subsidiaries pending or, to the knowledge of the Borrower, threatened that could reasonably be expected to have a Material Adverse Effect. The hours worked by and payments made to employees of the Borrower and its Restricted Subsidiaries
have not been in violation of the Fair Labor Standards Act or any other Law dealing with such matters to the extent that such violation could reasonably be expected to have a Material Adverse Effect. 

Section 3.13 Capitalization and Credit Party Information. Schedule 3.13 lists, as of the Effective Date (a) each
Subsidiary that is an Unrestricted Subsidiary and for each Unrestricted Subsidiary (x) the full legal name, its jurisdiction of organization, its organizational identification number, its federal tax identification number, the number of shares
of capital stock or other Equity Interests outstanding and the owner(s) of such Equity Interests and (y) each Subsidiary of each such Unrestricted Subsidiary and each such Subsidiary, the full legal name, its jurisdiction of organization, its
organizational identification number, its federal tax identification number, the number of shares of capital stock or other Equity Interests outstanding and the owner(s) of such Equity Interests, (b) for the Borrower, its full legal name, its
jurisdiction of organization, its organizational identification number and its federal tax identification number, and (c) each Restricted Subsidiary and for each Restricted Subsidiary its full legal name, its jurisdiction of organization, its
organizational identification number, its federal tax identification number, the number of shares of capital stock or other Equity Interests outstanding and the owner(s) of such Equity Interests. 

Section 3.14 Margin Stock. Neither the Borrower nor any Restricted Subsidiary is engaged principally, or as one of its important
activities, in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board), and no part of the proceeds of any Loan will be used to purchase or carry any
margin stock or to extend credit to others for the purpose of purchasing or carrying margin stock. 
 Section 3.15 Oil and Gas
Properties. Each Credit Party has good and defensible title to all Proved Reserves included in the Oil and Gas Properties (for purposes of this Section 3.15, “proved Oil and Gas Properties”) described in the most recent
Reserve Report provided to the Administrative Agent, free and clear of all Liens except Liens permitted pursuant to Section 6.07. All such proved Oil and Gas Properties are valid, subsisting, and in full force and effect, and all
rentals, royalties, and other amounts due and payable in respect thereof have been duly paid. Without regard to any consent or non-consent provisions of any joint operating agreement covering any Credit Party’s proved Oil and Gas Properties,
such Credit Party’s share of (a) the costs for each proved Oil and Gas Property described in the Reserve Report is not 

  
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materially greater than the decimal fraction set forth in the Reserve Report, before and after payout, as the case may be, and described therein by the respective designations “working
interests,” “WI,” “gross working interest,” “GWI,” or similar terms (except in such cases where there is a corresponding increase in the net revenue interest), and (b) production from, allocated to, or
attributed to each such proved Oil and Gas Property is not materially less than the decimal fraction set forth in the Reserve Report, before and after payout, as the case may be, and described therein by the designations “net revenue
interest,” “NRI,” or similar terms. Each well drilled in respect of proved producing Oil and Gas Properties described in the Reserve Report (1) is capable of, and is presently, either producing Hydrocarbons in commercially
profitable quantities or in the process of being worked over or enhanced, and the Credit Party that owns such proved producing Oil and Gas Properties is currently receiving payments for its share of production, with no funds in respect of any
thereof being presently held in suspense, other than any such funds being held in suspense pending delivery of appropriate division orders, and (2) has been drilled, bottomed, completed, and operated in compliance with all applicable laws, in
the case of clauses (1) and (2), except where any failure to satisfy clause (1) or to comply with clause (2) would not have a Material Adverse Effect, and no such well which is currently producing Hydrocarbons is subject to any
penalty in production by reason of such well having produced in excess of its allowable production. 
 Section 3.16 Insurance.
Each Credit Party has (a) all insurance policies sufficient for the compliance by each of them with all material Governmental Requirements and all material agreements to which such Credit Party is a party and (b) insurance coverage in such
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 Credit Parties. 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 loss payee with respect to Property loss insurance. 

Section 3.17 Solvency. After giving effect to the Transactions and any contribution provisions contained in any Loan Document, the
Credit Parties and each of the Restricted Subsidiaries, taken as a whole, are Solvent. 
 Section 3.18 Deposit Accounts. Except
for the Excluded Accounts, no Credit Party maintains any deposit or investment account other than such accounts listed on Schedule 3.18. 

Section 3.19 Maintenance of Properties. Except for such acts or failures to act as could not be reasonably expected to have a
Material Adverse Effect, the Oil and Gas Properties (and Properties unitized therewith) of the Borrower and the Restricted 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 Oil and Gas Properties and other contracts and agreements forming a part of the Oil and Gas Properties of the
Borrower and the Restricted Subsidiaries. Specifically in connection with the foregoing, except for those as could not be reasonably expected to have a Material Adverse Effect, (a) no Oil and Gas Property of the Borrower or any Restricted
Subsidiary is subject to having allowable production reduced below the full and regular allowable (including the maximum permissible tolerance) because of any 

  
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overproduction (whether or not the same was permissible at the time) and (b) none of the wells comprising a part of the Oil and Gas Properties (or Properties unitized therewith) of the
Borrower and the Restricted Subsidiaries 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, the Oil
and Gas Properties (or in the case of wells located on Properties unitized therewith, such unitized Properties) of the Borrower and the Restricted Subsidiaries. The wells drilled in respect of proved producing Oil and Gas Properties described in the
Reserve Report (other than wells drilled in respect of such proved producing Oil and Gas Properties that have been subsequently Disposed of in accordance with the terms of this Agreement) are capable of, and are presently, either producing
Hydrocarbons in commercially profitable quantities or in the process of being worked over or enhanced, and the Credit Party that owns such proved producing Oil and Gas Properties is currently receiving payments for its share of production, with no
funds in respect of any thereof being presently held in suspense, other than any such funds being held in suspense pending delivery of appropriate division orders. 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 Restricted Subsidiary 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 Restricted Subsidiary, in a manner consistent with the past practices of the Borrower and the Restricted Subsidiaries (other than those the failure of which to maintain in accordance
with this Section 3.19 could not reasonably be expected to have a Material Adverse Effect). 
 Section 3.20 Foreign
Corrupt Practices; OFAC. 
 (a) No Credit Party, nor any director, officer, agent, employee or Affiliate of any Credit Party is aware of
or has taken any action, directly or indirectly, that would result in a material violation by such Persons of the FCPA, including without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in
furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined
in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA; and, the Credit Parties and their Affiliates have conducted their business in material compliance with the
FCPA and have instituted and maintained policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. 

(b) No Credit Party, nor any director, officer, agent, employee or Affiliate of any Credit Party is currently subject to any material U.S.
sanctions administered by OFAC, and 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, Affiliate, joint venture partner or other Person, for
the purpose of financing the activities of any Person currently subject to any U.S. sanctions administered by OFAC. 
 Section 3.21
USA PATRIOT Act. The Borrower and each of the Subsidiaries is in compliance in all material respects with all applicable statutes, regulations and orders of (including any laws relating to terrorism, money laundering, embargoed persons or the
Act), and 

  
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all applicable restrictions imposed by, all governmental bodies, domestic or foreign, in respect of the conduct of its business and the ownership of its property (including, without limitation,
applicable statutes, regulations, orders and restrictions relating to environmental standards and controls). 
 Section 3.22
Security Interest in Collateral. 
 (a) The provisions of the Mortgages create legal and valid Liens on all the Collateral described
therein in favor of the Collateral Trustee, for the benefit of the Secured Parties, and when the Mortgages are filed in the offices specified on Schedule 3.22 (in the case of Mortgages to be executed and delivered on the Effective Date)
or in the recording office designated by the Borrower (in the case of any Mortgage to be executed and delivered pursuant to Section 5.12), each Mortgage shall constitute perfected and continuing Liens on the Borrower’s and the
Restricted Subsidiaries’ right, title and interest in the Collateral described therein, securing the Obligations, enforceable against the applicable Credit Party and all third parties, and having priority over all other Liens on the Collateral
except for Liens permitted by Section 6.02. 
 (b) Each of the Pledge Agreement and the Security Agreement creates legal and
valid Liens on all the Collateral described therein in favor of the Collateral Trustee, for the benefit of the Secured Parties, and when financing statements in appropriate form are filed in the offices specified on Schedule 3.22 at any
time, the each of the Pledge Agreement and the Security Agreement shall constitute perfected and continuing Liens on each Credit Party’s right, title and interest in the Collateral described therein, securing the Obligations, enforceable
against the applicable Credit Party and all third parties, and having priority over all other Liens on the Collateral except for Liens permitted by Section 6.02. 

ARTICLE IV 
 CONDITIONS

 Section 4.01 Signing Date. This Agreement shall take effect upon, and the rights and obligations (other than the
obligations of the Lenders to make Loans hereunder) of each party under this Agreement are subject to, the satisfaction of the following conditions precedent: 

(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (A) a counterpart of this Agreement
(together with the Schedules hereto) signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such
party has signed a counterpart of this Agreement. 
 (b) The Administrative Agent shall have received such documents and certificates as the
Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Credit Party, the authorization of the Transactions and any other legal matters relating to the Credit Parties, this
Agreement or the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel. 

  
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 (c) (x) Each of the First Lien Amendment, the Fairfax Term Loan Agreement and the Note Exchange
Agreements from each of the Lenders party to this Agreement shall have become effective and (y) the Administrative Agent shall have received a certificate from a Responsible Officer of the Borrower (1) certifying that the conditions
precedent set forth in Section 5 (other than, in each case, clauses (d), (e) and (f) thereof) of each Note Exchange Agreement has been satisfied and (2) attaching a duly executed and delivered copy of each of the First Lien
Amendment, the Fairfax Term Loan Agreement and each Note Exchange Agreement from all of the Lenders party to this Agreement, in each case certified by such Responsible Officer as being a true, correct and complete copy of each such agreement. 

(d) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated
the Signing Date) of Haynes and Boone, L.L.P., counsel for the Credit Parties, substantially the same as (and not less favorable to the Lenders than) the corresponding opinions delivered pursuant to the Fairfax Term Loan Agreement, covering matters
related to due formation and organization, corporate and limited liability status, due authorization, governmental approvals, and execution, non-contravention and enforceability of this Agreement. 

(e) The Administrative Agent shall have received such other instruments and documents incidental and appropriate to the transactions provided
for herein as the Administrative Agent or their special counsel may reasonably request prior to the Signing Date, and all such documents shall be in form and substance satisfactory to the Administrative Agent. 

Section 4.02 Effective Date. The obligations of the Lenders to make Loans hereunder shall not become effective until the date on
which each of the following conditions is satisfied (or waived in accordance with Section 10.02(a)): 
 (a) The
Administrative Agent (or its counsel) shall have received duly executed copies of the Loan Documents (other than this Agreement) and such other certificates, documents, instruments and agreements as the Administrative Agent shall reasonably request
in connection with the transactions contemplated by this Agreement and the other Loan Documents. 
 (b) The Administrative
Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of Haynes and Boone, L.L.P., counsel for the Credit Parties, and such local counsel to the Credit Parties as
the Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Administrative Agent and substantially the same as (and not less favorable to the Lenders than) the corresponding opinions delivered
pursuant to the Fairfax Term Loan Agreement, and, in each case, covering such other matters relating to the Credit Parties and this Agreement as the Majority Lenders shall reasonably request. 

(c) The conditions precedent to the Effective Date set forth in this Section 4.02 (other than this clause (c)) shall have
been satisfied (or waived in accordance with Section 10.02) not later than ten (10) Business Days following the occurrence of the Signing Date. 

  
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 (d) The Administrative Agent shall have received a certificate, dated the
Effective Date and signed by a Responsible Officer of the Borrower, confirming that the Credit Parties have (1) complied with the conditions set forth in paragraphs (y) and (z) of this Section 4.02,
(2) complied with the covenants set forth in Section 5.06 (and demonstrating such compliance by the attachment of insurance certificates and endorsements) and (3) complied with the requirements of Section 5.12 and
Section 5.13. 
 (e) The Administrative Agent and the Lenders shall have received all fees and other amounts due
and payable on or prior to the Effective Date (including fees payable pursuant to the Fee Letter), and, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder,
including all fees, expenses and disbursements of counsel for the Administrative Agent to the extent invoiced on or prior to the Effective Date, together with such additional amounts as shall constitute such counsel’s reasonable estimate of
expenses and disbursements to be incurred by such counsel in connection with the recording and filing of Mortgages (and/or Mortgage amendments) and financing statements and the completion of post-closing matters contemplated by the Loan Documents
(it being understood that such estimate shall not thereafter preclude further settling of accounts between the Borrower and the Administrative Agent). 

(f) The Administrative Agent shall have received the Initial Reserve Report, which report shall be identical to the report most
recently delivered under the First Lien Credit Agreement and certified by the Vice President-Engineering of the Borrower as being true, correct and complete. 

(g) The Administrative Agent shall have received the results of a Lien search, in form and substance reasonably satisfactory
thereto, made against the Credit Parties under the Uniform Commercial Code (or applicable judicial docket) as in effect in each jurisdiction in which filings or recordations under the Uniform Commercial Code should be made to evidence or
perfect security interests in all assets of such Credit Party, indicating among other things that the assets of each such Credit Party are free and clear of any Lien (except for Liens permitted by Section 6.02 or discharged on or prior
to the Effective Date pursuant to a pay-off letter or other documentation satisfactory to the Administrative Agent). 
 (h)
The Administrative Agent shall have received the Intercreditor Agreement and the Collateral Trust Agreement, in each case, duly executed by and delivered by each party thereto. 

(i) Administrative Agent shall have received duly executed and delivered copies of the First Lien Amendment and all other First
Lien Documents, and, in the case of the First Lien Credit Agreement, each amendment thereto and each security document (other than any mortgage), each of which shall be certified by a Responsible Officer as being a true, correct and complete copy of
such First Lien Document. 
 (j) Prior to, or concurrently with, the making of the Loans on the Effective Date, the Borrower
shall have received the net cash proceeds from the making of the loans under the Fairfax Term Loan Agreement, and shall have consummated the transactions contemplated by the Note Exchange Agreement. 

  
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 (k) The Administrative Agent and the Lenders shall have received the each of the
Pledge Agreement and the Security Agreement to be executed on the Effective Date pursuant to Section 5.14 of this Agreement, duly executed and delivered by the appropriate Credit Parties, together with such other assignments,
conveyances, amendments, agreements and other writings, including, without limitation, UCC-1 financing statements and control agreements, creating Liens prior and superior in right to any other Person, subject to Permitted Prior Liens, in all Equity
Interests of each Restricted Subsidiary now or hereafter owned by Borrower or any Restricted Subsidiary. 
 (l) The Lenders
shall have received promissory notes duly executed by the Borrower for each Lender that has requested the delivery of a promissory note pursuant to and in accordance with Section 2.06(f). 

(m) The Administrative Agent and the Lenders shall have received Mortgages, duly executed by the Credit Parties creating Liens
prior and superior in right to any other Person (other than Permitted Prior Liens), on at least 80% of the total Engineered Value of the Oil and Gas Properties evaluated in the Initial Reserve Report. 

(n) The Administrative Agent and the Lenders shall have received title information in form and substance substantially the same
as (and not less favorable to the Lenders than) the corresponding title information delivered pursuant to the Fairfax Term Loan Agreement, setting forth the status of title to at least 90% of the Minimum Mortgaged Value. 

(o) The Administrative Agent and the Lenders shall have received a Borrowing Request acceptable to the Administrative Agent and
the Lenders and in compliance with Section 2.04. Concurrently with the making of the Loans on the Effective Date, the Note Sellers shall have sold to the Borrower, and the Borrower shall have purchased from the Note Sellers, the
Borrower’s outstanding senior unsecured notes specified in the Note Exchange Agreements, and such senior unsecured notes shall have been cancelled, in each case in accordance with the Note Exchange Agreements. 

(p) The Administrative Agent and the Lenders shall have received a certificate from the chief financial officer of the Borrower
that (1) after giving effect to the Transactions, the Borrower’s unrestricted cash (including, for the avoidance of doubt, undrawn availability under the First Lien Credit Agreement) on the Effective Date is not less than $50,000,000, and
(2) that no Credit Party has made any Swap Modifications in respect of proved developed producing reserves attributable to the Oil and Gas Properties of such Credit Party that would be adverse to any Lender in any material respect. 

(q) The Administrative Agent shall have received such UCC financing statements (including, without limitation, the financing
statements referenced in sub-clauses (e) and (k) above) as required under the Loan Documents to fully evidence and perfect all Liens contemplated by the Loan Documents, all of which
shall be filed of record in such jurisdictions as the Administrative Agent and the Lenders shall require. 

  
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 (r) The Administrative Agent shall have received a Solvency Certificate in the
form attached hereto as Exhibit D, dated the Effective Date, and signed by a Responsible Officer of the Borrower. 

(s) Each Credit Party shall have obtained all approvals required from any Governmental Authority and all consents of other
Persons, in each case that are necessary or advisable in connection with the Transactions and each of the foregoing shall be in full force and effect and in form and substance reasonably satisfactory to the Administrative Agent. All applicable
waiting periods shall have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated by the Loan Documents or the financing
thereof and no action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable agency to take action to set aside its consent on its own
motion shall have expired. 
 (t) There shall not exist any action, suit, investigation, litigation or proceeding or other
legal or regulatory developments, pending or threatened in any court or before any arbitrator or Governmental Authority that, in the reasonable opinion of Administrative Agent, singly or in the aggregate, materially impairs the Transactions, the
financing thereof or any of the other transactions contemplated by the Loan Documents or that could reasonably be expected to result in a Material Adverse Effect. 

(u) All partnership, corporate and other proceedings taken or to be taken in connection with the Transactions and all documents
incidental thereto shall be reasonably satisfactory in form and substance to Administrative Agent and its counsel, and Administrative Agent and such counsel shall have received all such counterpart originals or certified copies of such documents as
Administrative Agent may reasonably request. 
 (v) The Administrative Agent and the Lenders shall have received all of the
financial statements described in Section 3.04(a). 
 (w) The Borrower shall have delivered to the Administrative
Agent a description of the sources and uses of funding for the Transactions that is consistent with the terms of the Loan Documents and otherwise satisfactory to the Administrative Agent and substantially the same as (and not less favorable to the
Lenders than) the corresponding description delivered pursuant to the Fairfax Term Loan Agreement, and the capitalization, structure and equity ownership of the Borrower after the Transactions shall be satisfactory to the Lenders in all respects.

 (x) The Administrative Agent shall have received such other instruments and documents incidental and appropriate to the
transactions provided for herein as the Administrative Agent or their special counsel may reasonably request prior to the Effective Date, and all such documents shall be in form and substance satisfactory to the Administrative Agent. 

  
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 (y) The representations and warranties of each Credit Party set forth in the Loan
Documents shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the Effective Date, except to the extent that such representations and warranties specifically refer to an
earlier date, in which case they shall be true and correct as of such earlier date. 
 (z) At the time of and immediately
after giving effect to the Borrowing on the Effective Date, no Default or Event of Default shall have occurred and be continuing. 

Section 4.03 Notice of Effective Date. The Administrative Agent shall notify the Lenders of the Effective Date, and such notice
shall be conclusive and binding as between the Administrative Agent and the Lenders. 
 ARTICLE V 

AFFIRMATIVE COVENANTS 

Until the Commitments have expired or been terminated and the principal of and interest and premium on each Loan and all fees payable
hereunder shall have been paid in full, each Credit Party covenants and agrees with the Lenders that: 
 Section 5.01 Financial
Statements; Other Information. The Borrower will furnish to the Administrative Agent which shall furnish to each Lender: 
 (a) within
ninety (90) days after the end of each fiscal year of the Borrower, the audited consolidated (and unaudited consolidating) balance sheet and related consolidated (and with respect to statements of operations, consolidating) statements of
operations, stockholders’ equity and cash flows of the Borrower and its Consolidated Subsidiaries as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by a
firm of independent public accountants reasonably acceptable to 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 and consolidating 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 and consolidating basis in
accordance with GAAP consistently applied; provided, that if the Borrower has established any Unrestricted Subsidiaries, such consolidated statements shall be accompanied by a balance sheet as of such date, and a statement of income and cash
flows for such period, reflecting on a combined basis, for Restricted Subsidiaries and on a combined basis for Unrestricted Subsidiaries, the consolidating entries for each of such types of Subsidiaries; 

(b) within forty-five (45) days after the end of each fiscal quarter of the Borrower, the consolidated (and unaudited consolidating)
balance sheet and related consolidated (and with respect to statements of operations, consolidating) statements of operations and cash flows of the Borrower and its Consolidated Subsidiaries as of the end of and for such fiscal


  
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quarter and the then elapsed portion of the fiscal year, setting forth in each case 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 a Responsible Officer as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated Subsidiaries on a
consolidated and consolidating basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided, that if the Borrower has established any Unrestricted Subsidiaries, such
consolidated statements shall be accompanied by a balance sheet as of such date, and a statement of income and cash flows for such period, reflecting on a combined basis, for Restricted Subsidiaries and on a combined basis for Unrestricted
Subsidiaries, the consolidating entries for each of such types of Subsidiaries; 
 (c) concurrently with any delivery of financial
statements under clause (a) or (b) above, a certificate in a form reasonably acceptable to Administrative Agent signed by a Responsible Officer of the Borrower 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; 
 (d) promptly after the same become
publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the
functions of said Commission, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be; 

(e) as soon as available, the Reserve Report required pursuant to Section 5.11 together with a certificate in a form reasonably
acceptable to Administrative Agent signed by a Responsible Officer of the Borrower 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; 
 (f) together with the Reserve Report required under clause (e) above, a report, in reasonable detail,
setting forth the Commodity Agreements then in effect, the notional volumes of and prices for, on a monthly basis and in the aggregate, the Crude Oil and Natural Gas for each such Commodity Agreement and the term of each such Commodity Agreement;

 (g) if requested by the Administrative Agent and within thirty (30) days of such request, a monthly report, in form and substance
satisfactory to the Administrative Agent, indicating the next preceding month’s sales volumes, sales revenues, production taxes, operating expenses and net operating income from the Oil and Gas Properties, with detail, calculations and
worksheets, all in form and substance reasonably satisfactory to the Administrative Agent; 
 (h) prompt written notice (and in any event
within thirty (30) days prior thereto) of any change (1) in any Credit Party’s corporate, partnership or limited liability company name or status, (2) in the location of any Credit Party’s chief executive office or principal
place of business, (3) in any Credit Party’s corporate structure, (4) in any Credit Party’s jurisdiction of organization or such Person’s organizational identification number in such jurisdiction of organization, and
(5) in any Credit Party’s federal taxpayer identification number; 

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

(j) [Reserved]; 
 (k) promptly,
but in any event within five (5) Business Days after the designation thereof, any designation of any Subsidiary as an Unrestricted Subsidiary by the Board of Directors of the Borrower; and 

(l) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of any
Credit Party, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request. 

Section 5.02 Lender Conference Calls. Concurrently with the distribution of the financial statements required under
Sections 5.01(a) and (b), notice of the date and time of a conference call with Lenders to discuss such financial information, which conference calls the Borrower shall host not later than 10 Business Days after such distribution
(provided that any conference call hosted by the Borrower which is generally available to holders of its debt or equity securities shall satisfy this covenant). 

Section 5.03 Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender prompt written
notice of the following: 
 (a) the occurrence of any Default or Event of Default; 

(b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against
or affecting any Credit Party or any Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; 

(c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably
be expected to result in liability of the Borrower and the Restricted Subsidiaries in an aggregate amount exceeding $5,000,000; 

(d) any written notice or written claim to the effect that any Credit Party is or may be liable to any Person as a result of
the release by any Credit Party, or any other Person of any Hazardous Materials into the environment that could reasonably be expected to have a Material Adverse Effect; 

(e) any written notice alleging any violation of any Environmental Law by any Credit Party that could reasonably be expected to
have a Material Adverse Effect; 
 (f) the occurrence of any material breach or default under, or repudiation or termination
of, any Material Sales Contract that results in, or could reasonably be expected to result in, a Material Adverse Effect; 

  
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 (g) the receipt by the Borrower or any Restricted Subsidiary of any management
letter or comparable analysis prepared by the auditors for the Borrower or any such Restricted Subsidiary; 
 (h) promptly,
and in any event within two (2) Business Days after receiving notice thereof or a Responsible Officer becoming aware of, the occurrence of any material breach or default under, or repudiation or termination of, or notice of any material dispute
or claim arising under or in connection with the BG JV Documents, the Marcellus JV Documents or the KKR Participation Agreement by any party thereto, including any Default Notice under and as defined in Section 5.1 of the BG Joint Development
Agreement and Section 5.1 of the Marcellus Joint Development Agreement; 
 (i) promptly, and in any event within two
(2) Business Days after receiving notice thereof or a Responsible Officer becoming aware of, the occurrence of any default or event of default under the First Lien Documents, the indenture or any similar documents related to the Existing
Unsecured Notes or under any Parity Lien Documents, Priority Lien Documents or Junior Lien Documents; and 
 (j) any other
development that results in, or could reasonably be expected to result in, a Material Adverse Effect. 
 Each notice delivered under this
Section shall be accompanied by a statement of a Responsible Officer or other executive officer of the Borrower 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 5.04 Existence; Conduct of Business. The Borrower will, and will cause each Restricted 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; provided that the foregoing
shall not prohibit any merger, consolidation, liquidation or dissolution that is otherwise permitted under this Agreement. 

Section 5.05 Payment of Obligations. The Borrower will, and will cause each Restricted Subsidiary to, pay its obligations,
including Tax liabilities, that, if not paid, could result in a Material Adverse Effect 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 Restricted 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. 
 Section 5.06 Insurance. The Borrower will, and will cause each Restricted Subsidiary
and use commercially reasonable efforts to cause each operator of Oil and Gas Properties to, maintain, with financially sound and reputable insurance companies, insurance 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. On or prior to the 

  
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Effective Date and thereafter, upon request of the Administrative Agent, the Borrower will furnish or cause to be furnished to the Administrative Agent from time to time a summary of the
respective insurance coverage of the Borrower and its Restricted Subsidiaries in form and substance reasonably satisfactory to the Administrative Agent, and, if requested, will furnish the Administrative Agent copies of the applicable policies. Upon
demand by Administrative Agent, the Borrower will cause any insurance policies covering any such property to be endorsed (a) to provide that such policies may not be cancelled, reduced or affected in any manner for any reason without fifteen
(15) days prior notice to Administrative Agent, (b) to include the Administrative Agent as loss payee with respect to all property/casualty policies and additional insured with respect to all liability policies and (c) to provide for
such other matters as the Administrative Agent or the Lenders may reasonably require. 
 Section 5.07 Operation and Maintenance of
Properties. The Borrower will, and will cause each of its Restricted Subsidiaries to: 
 (a) operate its Oil and Gas
Properties and other material Properties or cause such Oil and Gas Properties and other material Properties to be operated in a careful and efficient manner in accordance with the practices of the industry and in compliance with all applicable
contracts and agreements and in compliance with all Governmental Requirements, including, without limitation, applicable pro ration 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 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) keep and maintain all Property material to the conduct of
its business in good working order and condition (ordinary wear and tear excepted); preserve, maintain and keep in good repair, working order and efficiency (ordinary wear and tear and obsolescence excepted) all of its material Oil and Gas
Properties and other material Properties, including, without limitation, all equipment, machinery and facilities; 
 (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 Oil and Gas
Properties and will do all other things necessary to keep materially unimpaired its rights with respect thereto and prevent any forfeiture thereof or default thereunder, except, in each case, where the failure to comply could not reasonably be
expected to have a Material Adverse Effect; 
 (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 Oil and Gas Properties and other material Properties,
except, in each case, where the failure to comply could not reasonably be expected to have a Material Adverse Effect; 

  
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 (e) operate its Oil and Gas Properties and other material Properties or cause or
make reasonable and customary efforts to cause such Oil and Gas Properties and other material Properties to be operated in accordance with the practices of the industry and in material compliance with all applicable contracts and agreements and in
compliance in all material respects with all Governmental Requirements; and to the extent that a Credit Party is not the operator of any Property, the Borrower shall use commercially reasonable efforts to cause the operator to comply with this
Section 5.07. 
 Section 5.08 Books and Records; Inspection Rights. The Borrower will, and will cause each
Restricted 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 Restricted
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, provided an officer of the Borrower has the reasonable opportunity to participate, its independent accountants, all at such reasonable times and as often as reasonably requested. 

Section 5.09 Compliance with Laws. The Borrower will, and will cause each Restricted Subsidiary to, comply with all Governmental
Requirements applicable to it, its Oil and Gas Business and 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. 

Section 5.10 Use of Proceeds. 

(a) The proceeds of the Loans will be used as provided in Section 2.02. 

(b) No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the
Regulations of the Board, including Regulations T, U and X. 
 Section 5.11 Reserve Reports. 

(a) On or before March 15th of each year, commencing March 15, 2016, the Borrower shall furnish to the Administrative Agent and the
Lenders a Reserve Report, which Reserve Report shall be prepared or audited by one or more Approved Petroleum Engineers. 
 (b) [Reserved].

 (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 to his knowledge, after reasonable investigation, in all material respects: (1) 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, (2) the Borrower or its Subsidiaries owns good and defensible title to the Proved Reserves evaluated in such Reserve Report and such
Proved Reserves are free of all Liens except for Liens permitted by Section 6.07, (3) except as set forth on an exhibit to the certificate, on a net basis there are no material gas imbalances, take or pay or other prepayments


  
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with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require the Borrower or any Restricted Subsidiary to deliver Hydrocarbons either generally or produced from
such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (4) none of the Borrower’s and its Subsidiaries’ Proved Reserves have been sold since the date of the last Reserve Report
except as set forth on an exhibit to the certificate, which certificate shall list all of its Proved Reserves sold and in such detail as reasonably required by the Administrative Agent and (5) attached thereto is a schedule of the Proved
Reserves evaluated by such Reserve Report that are Mortgaged Properties. 
 Section 5.12 Liens on Collateral and Additional
Property. 
 (a) The Borrower and each of the Guarantors shall do or cause to be done all acts and things that may be required to assure
and confirm that the Collateral Trustee holds, for the benefit of the holders of Parity Lien Obligations, duly created and enforceable and perfected second-priority Liens upon the Collateral (subject to the Intercreditor Agreement and Permitted
Prior Liens) (including any acquired Property or other Property required by any Parity Lien Document to become Collateral after the Effective Date), in each case, as contemplated by, and with the Lien priority required under, the Parity Lien
Documents, and in connection with any merger, consolidation or sale of assets of the Borrower or any Guarantor, the property and assets of the Person which is consolidated or merged with or into any Borrower or any Guarantor, to the extent that they
are property or assets of the types which would constitute Collateral under the Security Instruments, shall be treated as after-acquired property and the Borrower or such Guarantor shall take such action as may be reasonably necessary to cause such
property and assets to be made subject to the Parity Liens, in the manner and to the extent required under the Parity Lien Documents. 
 (b)
Upon the request of the Collateral Trustee or any Parity Lien Representative at any time and from time to time, the Borrower and each of the Guarantors shall promptly execute, acknowledge and deliver such Security Instruments, instruments,
certificates, financing statements, notices and other documents, and take such other actions as shall be required, or that the Collateral Trustee may reasonably request, to create, perfect, protect, assure or enforce the Liens and benefits intended
to be conferred, in each case as contemplated by the Parity Lien Documents for the benefit of the holders of Parity Lien Obligations; provided that no such Security Instrument, instrument or other document shall be materially more burdensome
upon the Borrower and the Guarantors than the Parity Lien Documents executed and delivered by the Borrower and the Guarantors in connection with the making of the Loans on the Effective Date. 

(c) From and after the Effective Date, if the Borrower or any Guarantor acquires any Property that constitutes (x) Collateral or
(y) collateral for the Priority Lien Debt or Junior Lien Debt, if and to the extent that any Parity Lien Document, Priority Lien Document or Junior Lien Document, as applicable, requires any supplemental security document for such collateral or
other actions to achieve a perfected Lien on such collateral, the Borrower shall, or shall cause the applicable Guarantor to, promptly (but not in any event no later than the date that is 10 Business Days after which such supplemental security
documents are executed and delivered (or other action taken) under such Parity Lien Document, Priority Lien Documents or Junior Lien Documents, as applicable), to the extent permitted by applicable law, execute and


  
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deliver to the Collateral Trustee appropriate Security Instruments (or amendments thereto) in such form as shall be necessary to grant the Collateral Trustee a valid and enforceable perfected
second-priority Lien (subject to the Intercreditor Agreement and to Permitted Prior Liens) on such Collateral or take such other actions in favor of the Collateral Trustee as shall be reasonably necessary to grant a valid and enforceable perfected
second-priority Lien (subject to the Intercreditor Agreement and to Permitted Prior Liens) on such Collateral to the Collateral Trustee, for the benefit of the Secured Parties and holders of any other Parity Lien Obligations, subject to the terms of
this Agreement, the Intercreditor Agreement, the Collateral Trust Agreement and the other Loan Documents. Additionally, subject to this Agreement, the Intercreditor Agreement, the Collateral Trust Agreement and the other Loan Documents, if the
Borrower or any Guarantor creates any additional Lien upon any Property that would constitute Collateral, or takes any additional actions to perfect any existing Lien on Collateral, in each case for the benefit of the holders of the Priority Lien
Debt or the holders of Junior Lien Debt, after the Effective Date, the Borrower or such Guarantor, as applicable, must, to the extent permitted by applicable law, within 10 Business Days after such Lien is granted or other action taken, grant a
valid and enforceable perfected second-priority Lien (subject to the Intercreditor Agreement and to Permitted Prior Liens) upon such Property, or take such additional perfection actions, as applicable, for the benefit of the Secured Parties and
obtain all related deliverables as those delivered to the Priority Lien Representative or Junior Lien Agent, as applicable, in each case as security for the Obligations. Notwithstanding the foregoing, to the extent that any Lien on any Collateral is
perfected by the possession or control of such Collateral or of any account in which such Collateral is held, and if such Collateral or any such account is in fact in the possession or under the control of the Priority Lien Representative, or of
agents or bailees of the Priority Lien Representative, the perfection actions and related deliverables described in this Section 5.12(c) shall not be required with respect to such Collateral. 

(d) The Borrower will deliver to the Administrative Agent semi-annually on or before February 1 and August 1 in each calendar year,
an Officers’ Certificate certifying that, as of the date of such certificate, the Collateral includes Oil and Gas Properties that include not less than 90% of the total discounted present value of Proved Reserves attributable to the Oil and Gas
Properties of the Borrower and the Guarantors, as evaluated in the most recent Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production since the date of such Reserve Report (the
“Minimum Mortgaged Value”). In the event that the Collateral does not represent at least 90% of such value, then the Borrower shall, or shall cause the applicable Guarantor to, within 30 days of delivery of the certificate
required under this Section 5.12(d), execute and deliver to the Collateral Trustee: (1) such executed Mortgages or amendments or supplements to prior Mortgages naming the Collateral Trustee, as mortgagee or beneficiary, as may be
necessary to cause the minimum mortgage requirement to be satisfied, (2) satisfactory evidence of the completion of all recordings and filings of such Mortgages, amendments or supplements in the proper recorders’ offices or appropriate
public records (and payment of any taxes or fees in connection therewith) and (3) local counsel opinion or opinions (each, subject to customary assumptions and qualifications) to the effect that the Collateral Trustee has a valid and perfected
second-priority Lien (subject to the Intercreditor Agreement and to Permitted Prior Liens) with respect to the real property that is subject to the applicable Mortgage; provided that, to the extent (i) corresponding mortgages securing
the Priority Lien Obligations are being delivered and (ii) Mortgages have previously been recorded in the public records of the state applicable to such additional Mortgages or amendments or supplements to prior Mortgages, no such opinion shall
be required unless a corresponding opinion will be delivered to the Priority Lien Collateral Agent. 

  
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 Section 5.13 Title Data. 

(a) Within 30 days (or such longer time period as acceptable to the Administrative Agent in its sole discretion) after the delivery to
the Administrative Agent and the Lenders of the Reserve Report required by Section 5.11, the Borrower will deliver title information in form and substance acceptable to the Administrative Agent covering enough of the 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 Minimum Mortgaged Value of the Oil and Gas Properties evaluated by such Reserve Report. 

(b) If title information for additional Properties has been provided under Section 5.13(a), the Borrower shall, within
60 days of notice from the Administrative Agent that title defects or exceptions exist with respect to such additional Properties that are not permitted by Section 6.07, either (1) cure any such title defects or exceptions
(including defects or exceptions as to priority), (2) substitute acceptable Mortgaged Properties with no title defects or exceptions (other than Liens which are permitted by Section 6.07) having an equivalent value or
(3) 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 Minimum Mortgaged Value of the Oil and Gas Properties evaluated by such Reserve Report. 

Section 5.14 Additional Guarantors. If the Borrower or any of its Restricted Subsidiaries (1) acquires or creates any
wholly-owned domestic Subsidiary (other than an Unrestricted Subsidiary), (2) acquires or creates a Restricted Subsidiary after the Effective Date and, for purposes of this clause (2), that Subsidiary (i) guarantees any
Indebtedness of the Borrower or any Guarantor under any Credit Facility or (ii) is a Domestic Subsidiary and becomes an obligor with respect to any Indebtedness under any Credit Facility, then, in the case of either of the foregoing
clauses (1) or (2), within 10 Business Days after the date that Subsidiary was acquired or created or on which it became obligated with respect to such Indebtedness the Borrower: (a) will cause that Subsidiary to become a Guarantor and a
party to this Agreement and Guarantee the Obligations by executing and delivering to the Administrative Agent a Counterpart Agreement in the form of Exhibit C, (b) following the Discharge of Priority Lien Obligations, will deliver
to the Collateral Trustee stock certificates or other instruments representing all the Equity Interests of such Restricted Subsidiary and stock powers and instruments of transfer, endorsed in blank, with respect to such stock certificates or other
instruments, or, if any Equity Interests pledged pursuant to such Security Instrument are uncertificated securities, confirmation and evidence satisfactory to the Administrative Agent that the security interest in such uncertificated securities has
been transferred to and perfected by the Administrative Agent in accordance with the Uniform Commercial Code, (c) will deliver to the Collateral Trustee all agreements, deeds of trust, mortgages, documents and instruments, including
Uniform Commercial Code Financing Statements (Form UCC-1), required by law or reasonably requested by the Administrative Agent to be executed, filed, registered or recorded to 

  
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create or perfect the Liens on the Property of such Subsidiary (except to the extent not required under the applicable Security Instrument), (d) will deliver to the Administrative Agent
Uniform Commercial Code searches, all dated reasonably close to the date of the Joinder Agreement and in form and substance satisfactory to the Administrative Agent, and evidence reasonably satisfactory to the Administrative Agent that any
Liens indicated in such Uniform Commercial Code searches are Liens permitted pursuant to Section 6.07 or have been released, (e) will deliver to the Administrative Agent the corporate resolutions or similar approval documents
of such Restricted Subsidiary approving the execution and delivery of the Joinder Agreement and the performance by such Restricted Subsidiary of the Security Instruments, the Guaranty and any other Loan Document to which it is a party and
(f) will deliver to the Administrative Agent a legal opinion reasonably acceptable to the Administrative Agent, opining favorably on the execution, delivery and enforceability of the Loan Documents to which such Restricted Subsidiary is a
party, and the grant and perfection of the security interest or trust lien purported to be made or effected by any such Loan Document and otherwise being in form and substance reasonably satisfactory to the Administrative Agent and its counsel. For
the avoidance of doubt, the Borrower shall cause any Subsidiary which Guarantees obligations under any Priority Lien Document to contemporaneously become a Guarantor hereunder. Each Credit Party expressly agrees that its obligations arising
hereunder shall not be affected or diminished by the addition or release of any other Credit Party hereunder. This Agreement shall be fully effective as to any Credit Party that is or becomes a party hereto regardless of whether any other Person
becomes or fails to become or ceases to be a Credit Party hereunder. 
 Section 5.15 Deposit Accounts. On or within thirty
(30) days following the date hereof (or such longer time as acceptable to the Administrative Agent in its sole discretion), each Credit Party shall, to the extent not prohibited by a Governmental Authority, cause each deposit account
established or maintained for the benefit of such Credit Party, other than Excluded Accounts, at all times to be subject to a Deposit Account Control Agreement among such Credit Party, the First Lien Agent and the Collateral Trustee, and cause all
revenue derived by any such Credit Party and all distributions and dividends on any Equity Interests owned by any such Credit Party to be paid and deposited into deposit accounts. 

Section 5.16 Credit Ratings. Borrower shall use commercially reasonable efforts to maintain a corporate and a credit facility
credit rating for the Loans (but not a specific credit rating). 
 Section 5.17 Further Assurances. 

(a) Each Credit Party at its sole expense will, and will cause each of its Restricted Subsidiaries to, promptly execute and deliver to the
Administrative Agent or the Collateral Trustee, as applicable, all such other documents, agreements and instruments reasonably requested by the Administrative Agent or the Collateral Trustee to comply with, cure any defects or accomplish the
conditions precedent, covenants and agreements of the Borrower or any other Credit Party, 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
Obligations, 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 

  
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recordings, file any notices or obtain any consents, all as may be reasonably necessary or appropriate, in the reasonable discretion of the Administrative Agent or the Collateral Trustee, as
applicable, in connection therewith. 
 (b) Each Credit Party hereby authorizes the Collateral Trustee to file one or more financing or
continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of such Credit Party or any other Credit Party where permitted by law. A carbon, photographic or other reproduction of the Security
Instruments or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law. Each Credit Party 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 Collateral Trustee. 

Section 5.18 Post-Closing Matters. The Borrower will (a) deliver or cause to be delivered to the Administrative Agent each of
the agreements, documents, instruments or certificates described on Schedule 5.18, all in form and substance reasonably satisfactory to Administrative Agent; (b) perform each of the actions described on Schedule 5.18 in
a manner reasonably satisfactory to the Administrative Agent and (c) cause all such matters described in clauses (a) and (b) to be completed within the time periods set forth opposite each such item or action on such
Schedule 5.18 (in each case, unless otherwise agreed to by the Administrative Agent). 
 ARTICLE VI 

NEGATIVE COVENANTS 
 Until
the Commitments have expired or terminated and the principal of and interest and premium on each Loan and all fees payable hereunder have been paid in full, each Credit Party covenants and agrees with the Lenders that: 

Section 6.01 Limitation on Indebtedness. 

(a) The Borrower shall not, and shall not permit any Restricted Subsidiary to, Incur, directly or indirectly, any Indebtedness, and the
Borrower will not issue any shares of Disqualified Stock and will not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that the Borrower shall be entitled to Incur
Indebtedness and issue shares of Disqualified Stock, and any Guarantor may incur Indebtedness, issue shares of Disqualified Stock and issue shares of Preferred Stock to the extent permitted pursuant to Section 6.01(b). 

(b) Section 6.01(a) will not prohibit the Incurrence of any of the following items of Indebtedness (collectively,
“Permitted Indebtedness”): 
 (1) the Incurrence of Indebtedness pursuant to any Credit Facilities by the
Borrower or any Guarantor; provided that immediately after giving effect to such Incurrence (and the application of proceeds therefrom) the aggregate principal amount of all such Indebtedness Incurred under this clause (1) and then
outstanding (with outstanding letters of credit being deemed to have a principal amount equal to the stated 

  
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amount thereof) does not exceed the greatest of (i) the sum of $375,000,000 plus the aggregate amount of the Protective Advances, if any, (ii) 30% of Modified ACNTA determined at the
time of such Incurrence and (iii) the Borrowing Base in effect at the time of such Incurrence; 
 (2) the Incurrence by
the Borrower and the Guarantors of (i) the Loans and other Obligations and (ii) other Parity Lien Debt (to the extent subject to the Intercreditor Agreement); provided that immediately after giving effect to such Incurrence (and the
application of proceeds therefrom) the aggregate principal amount of all such Parity Lien Debt under the foregoing clauses (i) and (ii) then outstanding does not exceed $700,000,000; 

(3) the Incurrence by the Borrower or any Guarantor of Junior Lien Debt to the extent subject to the Intercreditor Agreement;

 (4) Indebtedness of the Borrower owing to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary
owing to and held by the Borrower or any other Restricted Subsidiary; provided, that (i) any subsequent issuance or transfer of any Equity Interests which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or
any subsequent transfer of such Indebtedness (other than to the Borrower or a Restricted Subsidiary) shall be deemed, in each case, to constitute the Incurrence of such Indebtedness by the obligor thereon not permitted by this
clause (4), (ii) if a non-Credit Party is the obligor with respect to such Indebtedness and a Credit Party is the obligee, such Indebtedness shall be subject to the limitation set forth in clause (a)(4) of the definition
of “Permitted Investment” and (iii) if the Borrower or a Guarantor is the obligor on such Indebtedness, such Indebtedness shall be expressly subordinated to the prior payment in full in cash of all Obligations of such obligor pursuant
to a subordinated intercompany note in form and substance reasonably satisfactory to the Administrative Agent; 
 (5)
Indebtedness outstanding on the Effective Date and set forth in Schedule 6.01 and extensions, renewals and replacements of any such Indebtedness permitted by this Agreement; 

(6) Permitted Acquisition Indebtedness; 

(7) Refinancing Indebtedness in respect of Indebtedness Incurred pursuant to clause (3), (5),
(6) or (12) of this Section 6.01(b) or this clause (7); provided that to the extent such Refinancing Indebtedness directly or indirectly Refinances Indebtedness of a Subsidiary Incurred pursuant to
clause (6), such Refinancing Indebtedness shall be Incurred only by such Subsidiary; 
 (8) Hedging Obligations
of the Borrower or any Restricted Subsidiary pursuant to contracts entered into in the ordinary course of business for the purpose of limiting risks that arise in the ordinary course of business of the Borrower and its Restricted Subsidiaries; 

  
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 (9) the Incurrence by the Borrower or any of its Restricted Subsidiaries of
Indebtedness in respect of workers’ compensation claims, payment obligations in connection with health or other types of social security benefits, unemployment or other insurance or self- insurance obligations, reclamation, statutory
obligations, banks’ acceptances and obligations in respect of performance, bid and surety bonds and completion guarantees provided by the Borrower or any Restricted Subsidiary in the ordinary course of business; 

(10) Indebtedness of the Borrower or any Restricted Subsidiary (i) arising from the honoring by a bank or other financial
institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business and (ii) pursuant to Cash Management Obligations Incurred in the ordinary course of business; 

(11) Non-Recourse Purchase Money Indebtedness; 

(12) any Guarantee by the Borrower or a Credit Party of Indebtedness or other obligations of any Credit Party so long as the
Incurrence of such Indebtedness incurred by such Credit Party is permitted to be incurred under this covenant, or any Guarantee by a Credit Party of Indebtedness of the Borrower so long as the Incurrence of such Indebtedness by the Borrower is
permitted under this covenant; 
 (13) in-kind obligations relating to net oil or natural gas balancing positions arising in
the ordinary course of business 
 (14) Indebtedness of the Borrower or any Restricted Subsidiary represented by Capital
Lease Obligations, mortgage financings or purchase money obligations Incurred to finance all or any part of the design, development, installation, construction, purchase or lease of, or repairs, improvements or additions to, property, plant or
equipment used in the business of the Borrower or any of its Restricted Subsidiaries not more than 180 days after the later of the acquisition, completion of construction, repair, improvement, addition or commencement of full operation of such
property, plant or equipment, in an aggregate principal amount which, in an aggregate principal amount outstanding, taken together with all Refinancing Indebtedness in respect thereof, not to exceed at any time outstanding the greater of $20,000,000
and 2.0% of Modified ACNTA determined as of the date of Incurrence of such Indebtedness; 
 (15) Permitted Marketing
Obligations; 
 (16) Indebtedness of the Borrower or any Restricted Subsidiary consisting of the financing of insurance
premiums in customary amounts consistent with the operations and business of the Borrower and the Restricted Subsidiaries; 

(17) Guarantees by the Borrower of the obligations of EOC to pay the BG Development Costs under Section 2.3 of the BG
Joint Development Agreement with respect to Oil and Gas Properties owned by the Borrower or the Guarantors or any of the Borrower’s Unrestricted Subsidiaries; 

  
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 (18) Guarantees by the Borrower of the obligations of certain of its Subsidiaries
to pay such Subsidiaries’ share of the Marcellus Development Costs with respect to the Marcellus JV Oil and Gas Assets in accordance with the terms of the Marcellus JV Documents; 

(19) Indebtedness arising from agreements of the Borrower or a Restricted Subsidiary providing for indemnification, adjustment
of purchase price or similar obligations, in each case, Incurred or assumed in connection with the disposition of any business or assets of the Borrower or any business, assets or Capital Stock of a Restricted Subsidiary, other than Guarantees of
Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; provided that: 

(i) the maximum aggregate liability in respect of all such Indebtedness shall at no time exceed the gross proceeds, including
non-cash proceeds (the Fair Market Value of such non-cash proceeds being measured at the time received and without giving effect to subsequent changes in value), actually received by the Borrower and its Restricted Subsidiaries in connection with
such disposition; and 
 (ii) such Indebtedness is not reflected on the balance sheet of the Borrower or any of its
Restricted Subsidiaries (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this
clause (19)); and 
 (20) Indebtedness of, or Disqualified Stock issued by, the Borrower or any Restricted
Subsidiary or Preferred Stock issued by any Restricted Subsidiary not otherwise permitted pursuant to this paragraph, in an aggregate principal amount not to exceed at any time outstanding the greater of $20,000,000 and 2.5% of Modified ACNTA
determined as of the date of Incurrence of such Indebtedness; 
 (21) Indebtedness arising from Guarantees by the Borrower or
any Restricted Subsidiary of Indebtedness incurred in connection with Permitted Business Investments at any time outstanding not to exceed the greater of $60,000,000 and 5.0% of Modified ACNTA determined as of the date of Incurrence of such
Indebtedness; and 
 (22) unsecured Indebtedness of the Credit Parties if, on the date of such Incurrence and after giving
effect thereto on a pro forma basis, the Consolidated Coverage Ratio exceeds 2.25 to 1.0. 
 (c) Notwithstanding the foregoing, neither the
Borrower nor any Guarantor shall Incur any Indebtedness pursuant to Section 6.01(b) if the proceeds thereof are used, directly or indirectly, to Refinance any Subordinated Indebtedness of the Borrower or a Guarantor unless such
Indebtedness shall be subordinated to the Indebtedness or to the applicable Guaranty to at least the same extent as such Subordinated Indebtedness. 

(d) For purposes of determining compliance with this Section 6.01, (1) all Indebtedness outstanding under the First Lien
Credit Agreement or under any Replacement Credit Facility shall be deemed Incurred under Section 6.01(b)(1); (2) in the event that an item of 

  
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Indebtedness (or any portion thereof) meets the criteria of more than one of the types of Indebtedness described above, the Borrower, in its sole discretion, shall classify such item of
Indebtedness (or any portion thereof) at the time of Incurrence and may later reclassify such item of Indebtedness in any manner that complies with this Section 6.01 and shall only be required to include the amount and type of such
Indebtedness in one of the above clauses; (3) at the time of Incurrence, the Borrower shall be entitled to divide and classify (or later classify, reclassify or re-divide in whole or in part in its sole
discretion) an item of Indebtedness in more than one of the types of Indebtedness described above; (4) Guarantees of or obligations in respect of letters or credit relating to Indebtedness which is otherwise included in the determination of a
particular amount of Indebtedness shall not be included; (5) if obligations in respect of letters of credit are Incurred pursuant to the First Lien Credit Agreement and are being treated as Incurred pursuant to Section 6.01(b)(1)
and the letters of credit relate to other Indebtedness, then such other Indebtedness shall not be included; (6) the amount of Indebtedness issued at a price that is less than the principal amount thereof shall be equal to the amount of the
liability in respect thereof determined in accordance with GAAP; and (7) Indebtedness of any Person existing at the time such Person becomes a Restricted Subsidiary shall be deemed to have been Incurred by the Borrower and the Restricted
Subsidiary at the time such Person becomes a Restricted Subsidiary. 
 (e) For purposes of determining compliance with any
Dollar-denominated restriction on the Incurrence of Indebtedness where the Indebtedness Incurred is denominated in a different currency, the amount of such Indebtedness shall be the Dollar Equivalent determined on the date of the Incurrence of such
Indebtedness; provided, however, that if any such Indebtedness denominated in a different currency is subject to a Currency Agreement with respect to Dollars covering all principal, premium, if any, and interest payable on such
Indebtedness, the amount of such Indebtedness expressed in Dollars shall be as provided in such Currency Agreement. The principal amount of any Refinancing Indebtedness Incurred in the same currency as the Indebtedness being Refinanced shall be the
Dollar Equivalent of the Indebtedness Refinanced, except to the extent that (1) such Dollar Equivalent was determined based on a Currency Agreement, in which case the Refinancing Indebtedness shall be determined in accordance with the preceding
sentence, and (2) the principal amount of the Refinancing Indebtedness exceeds the principal amount of the Indebtedness being Refinanced, in which case the Dollar Equivalent of such excess shall be determined on the date such Refinancing
Indebtedness is Incurred. 
 Section 6.02 Limitation on Restricted Payments; Limitation on Certain Refinancings. 

(a) The Borrower shall not, and shall not permit any Restricted Subsidiary, directly or indirectly, to make a Restricted Payment if at the
time the Borrower or such Restricted Subsidiary makes such Restricted Payment: 
 (1) a Default or Event of Default shall
have occurred and be continuing (or would result therefrom); 
 (2) immediately after giving effect to such Restricted
Payment, on a pro forma basis, the Borrower could not Incur an additional $1.00 of Indebtedness under Section 6.01(b)(22); and 

  
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 (3) the aggregate amount of such Restricted Payment and all other Restricted
Payments since the Effective Date (excluding Restricted Payments permitted by clauses (1), (3), (5), (7), (8), (9), (10), (11), (12), (13) and (17) of
Section 6.02(b)) (other than, in the case of such clause (17), Restricted Payments in the form of dividends) would exceed the sum of (without duplication): 

(i) 50% of the Consolidated Net Income accrued during the period (treated as one accounting period) from the first day of the
fiscal quarter in which the Effective Date occurs to the end of the most recent fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, in case such Consolidated Net Income shall be a deficit,
minus 100% of such deficit); plus 
 (ii) 100% of the aggregate Net Cash Proceeds and 100% of the fair market value (as
determined by the Board of Directors in good faith) of property other than cash received by the Borrower from the issuance or sale of its Capital Stock or of debt securities of the Borrower that have been converted into or exchanged for such Capital
Stock (other than Disqualified Stock) subsequent to the Effective Date (other than an issuance or sale to a Subsidiary of the Borrower and other than an issuance or sale financed directly or indirectly with Indebtedness to an employee stock
ownership plan or to a trust established by the Borrower or any of its Subsidiaries for the benefit of their employees) and 100% of any cash capital contribution received by the Borrower from its shareholders subsequent to the Effective Date; plus

 (iii) the amount by which Indebtedness is reduced on the Borrower’ s consolidated balance sheet upon the conversion
or exchange (other than by a Subsidiary of the Borrower) subsequent to the Effective Date of any Indebtedness convertible or exchangeable for Capital Stock (other than Disqualified Stock) of the Borrower (plus the amount of any accrued interest then
outstanding on such Indebtedness to the extent the obligation to pay such interest is extinguished less the amount of any cash, or the fair market value of any other property, distributed by the Borrower upon such conversion or exchange)
provided, that the foregoing amount shall not exceed the Net Cash Proceeds received by the Borrower or any Restricted Subsidiary from the sale of such Indebtedness (excluding Net Cash Proceeds from sales to a Subsidiary of the Borrower or, in
the case of a sale financed directly or indirectly with Indebtedness, to an employee stock ownership plan or to a trust established by the Borrower or any of its Subsidiaries for the benefit of their employees); plus 

(iv) an amount equal to the sum of (A) the net reduction in the Investments (other than Permitted Investments) made
subsequent to the Effective Date by the Borrower or any Restricted Subsidiary in any Person resulting from repurchases, repayments or redemptions of such Investments by such Person, proceeds realized on the sale of such Investment and proceeds
representing the return of capital (excluding dividends and distributions), in each case received by the Borrower or any Restricted Subsidiary; provided, that such amount shall not exceed the amount of Investments (excluding Permitted
Investments) previously made (and treated as a Restricted Payment) by the Borrower or any Restricted Subsidiary in such Person, and (B) to the extent such Person is an Unrestricted Subsidiary, the portion (proportionate to the Borrower’s
equity 

  
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interest in such Subsidiary) of the fair market value of the net assets of such Unrestricted Subsidiary at the time such Unrestricted Subsidiary is designated a Restricted Subsidiary or is sold;
provided, that (x) such amount shall not exceed, in the case of any Unrestricted Subsidiary other than the Marcellus Midstream Owner, the amount of Investments (excluding Permitted Investments) previously made (and treated as a
Restricted Payment) by the Borrower or any Restricted Subsidiary in such Unrestricted Subsidiary and (y) in the case of the Marcellus Midstream Owner, the amount of any Permitted Investments made since the Effective Date by the Borrower or any
Restricted Subsidiary in the Marcellus Midstream Owner shall be deducted from such amount; and provided, further, that such amounts under this clause (iv) may not be applied toward Restricted Payments of the types described in
clauses (a) and (b) of the definition thereof. 
 (b) The provisions of Section 6.02(a) shall not prohibit: 

(1) the payment of any dividends by the Borrower within 60 days after the date of declaration thereof, if at such date of
declaration such dividend would have complied with this Section 6.02 (and such payment shall be deemed to be paid on the date of payment for purposes of any calculation required by this Section 6.02); 

(2) any Restricted Payment made out of the Net Cash Proceeds of a substantially concurrent sale (other than to a Subsidiary of
the Borrower or an employee stock ownership plan or to a trust established by the Borrower or any of its Subsidiaries for the benefit of their employees) of Capital Stock (other than Disqualified Stock) or a cash capital contribution received by the
Borrower from its shareholders; provided, that the Net Cash Proceeds from such sale or such cash capital contribution (to the extent so used for such Restricted Payment) shall be excluded from the calculation of amounts under
Section 6.02(a)(3)(ii); 
 (3) the defeasance, redemption, repurchase, retirement or other acquisition of any
Subordinated Indebtedness of the Borrower or any Guarantor or Existing Unsecured Notes, in each case with the Net Cash Proceeds from or in exchange for Indebtedness constituting Refinancing Indebtedness permitted to be incurred under
Section 6.01; 
 (4) the payment of any dividend or other distribution by a
wholly-owned Restricted Subsidiary of the Borrower to the Borrower or another wholly-owned Restricted Subsidiary; 

(5) so long as no Default or Event of Default has occurred and is continuing, Restricted Payments to effect the repurchase or
other acquisition of shares of Capital Stock of the Borrower or any of its Subsidiaries from employees, former employees, directors or former directors of the Borrower or any of its Subsidiaries (or heirs, estates or other permitted transferees of
such employees, former employees, directors or former directors), pursuant to the terms of the agreements (including employment agreements or management equity subscription agreements), stock options or plans (or amendments thereto) approved by the
Board of Directors under which such individuals purchase or sell or are granted the option to purchase or sell, shares of such 

  
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Capital Stock; provided, that the aggregate amount of such repurchases and other acquisitions (excluding amounts representing cancelation of Indebtedness) shall not exceed $2,000,000 in
any 12-month period plus any unused amount permitted under this clause (5) for the immediately preceding year, but not to exceed $3,000,000 in any 12-month period; 

(6) [Reserved]; 

(7) (i) repurchases, redemptions or other acquisitions of Capital Stock deemed to occur upon exercise of stock options,
warrants or other convertible securities if such Capital Stock represents a portion of the exercise or exchange price thereof and (ii) repurchases or other acquisitions of Capital Stock made in lieu of withholding taxes in connection with any
such exercise or exchange; provided that the aggregate amount of such repurchases, redemptions or acquisitions to satisfy federal income tax obligations shall not exceed $2,000,000 in any 12-month period; 

(8) cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other
securities convertible into or exchangeable for Capital Stock of the Borrower; provided, that any such cash payment shall not be for the purpose of evading this Section 6.02 (as determined in good faith by the Board of Directors);

 (9) upon the occurrence of a Change of Control or an Asset Sale and within 60 days after the completion of an offer
to prepay the Loans under Section 2.08 (including the prepayment of all Loans tendered), and provided no Default or Event of Default shall have occurred and be continuing, the payment, purchase, repurchase, redemption, defeasance or other
acquisition or retirement of Subordinated Indebtedness of the Borrower or any Restricted Subsidiary or Existing Unsecured Notes (i) at a purchase price not greater than 101% of the principal amount of such Subordinated Indebtedness or Existing
Unsecured Notes plus any accrued and unpaid interest thereon in the event of a Change of Control and (ii) at a purchase price not greater than 100% of the principal amount of such Subordinated Indebtedness or Existing Unsecured Notes plus any
accrued but unpaid interest thereon, in the case of an Asset Sale; provided that, in the notice to Lenders relating to a Change of Control or Asset Sale hereunder, the Borrower shall describe this clause (9); 

(10) payments of intercompany Indebtedness that was permitted to be Incurred under this Agreement; provided, that no
Default or Event of Default has occurred and is continuing or would otherwise result therefrom; 
 (11) payments to
dissenting stockholders (i) pursuant to applicable law or (ii) in connection with the settlement or other satisfaction of legal claims made pursuant to or in connection with a consolidation, merger or transfer of assets in connection with
a transaction that is not prohibited by this Agreement; 
 (12) (i) payments made by any Person other than the Borrower or
any Restricted Subsidiary to the stockholders of the Borrower in connection with or as part of 

  
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a merger or consolidation of the Borrower with or into such Person or a Subsidiary of such Person or (ii) a merger of a Subsidiary of such Person into the Borrower (to the extent that the
Borrower is the survivor of such merger); 
 (13) repurchases, redemptions or other acquisitions of value of Existing
Unsecured Notes in exchange for Junior Lien Debt to the extent permitted to be incurred under Section 6.01(b)(3) and/or with the Net Cash Proceeds of any such Junior Lien Debt; provided, that no Default or Event of Default has occurred
and is continuing or would otherwise result immediately therefrom; 
 (14) repurchases, redemptions or other acquisitions of
value of Existing Unsecured Notes with the proceeds of the Loans as provided in Section 2.02; provided, that no Event of Default has occurred and is continuing or would otherwise result immediately therefrom; 

(15) repurchases, exchanges, redemptions or other acquisitions of value of Existing Unsecured Notes in exchange for loans under
the Fairfax Term Loan Agreement or Loans to the extent permitted to be incurred under Section 6.01(b)(2) and/or with the Net Cash Proceeds of loans under the Fairfax Term Loan Agreement or Loans; provided, that no Event of Default
has occurred and is continuing or would otherwise result immediately therefrom; 
 (16) repurchases, exchanges, redemptions
or other acquisitions of value of Existing Unsecured Notes for consideration for all such repurchases, exchanges, redemptions or acquisitions not exceeding $100,000,000 in the aggregate since the Signing Date; provided, that no Event of
Default has occurred and is continuing or would otherwise result immediately therefrom; or 
 (17) other Restricted Payments
not to exceed the greater of $40,000,000 and 2.5% of Modified ACNTA determined as of the date of the making of such Restricted Payment; provided, that no Default or Event of Default has occurred and is continuing or would otherwise result
immediately therefrom. 
 (c) For purposes of determining compliance with this Section 6.02, at the time a Restricted Payment is
made, the Borrower shall be entitled to divide and classify such Restricted Payment in more than one of the types of Restricted Payments described above. The amount of all Restricted Payments (other than cash) shall be the fair market value on the
date of the Restricted Payment of the asset(s) or securities proposed to be transferred by the Borrower or the applicable Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The amount of any Restricted Payment paid in
cash shall be equal to its face amount. The fair market value of any assets or securities that are required to be valued at the time of such Restricted Payment by this Section 6.02 shall be evidenced by the certificate of a Responsible
Officer which shall be delivered to the Administrative Agent not later than ten Business Days following the date of the making of any Restricted Payment. Such certificate shall state that such Restricted Payment is permitted together with a copy of
any related resolutions of the Board of Directors. 

  
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 (d) Notwithstanding anything to the contrary contained herein, the Borrower shall not, and shall
not permit any Restricted Subsidiary, directly or indirectly, to (1) repurchase, exchange, redeem or otherwise acquire for value or Refinance any Existing Unsecured Notes in exchange for, or with the Net Cash Proceeds of, any Indebtedness other
than (i) (A) loans under the Fairfax Term Loan Agreement or (B) Loans, in each case in reliance on Section 6.02(b)(15), (ii) Junior Lien Debt in reliance on Section 6.02(b)(13) or (iii) additional unsecured
Indebtedness (provided that such unsecured Indebtedness does not mature prior to 91 days after the Term Loan Maturity Date) (in the case of each of clauses (i) through (iii), to the extent such Indebtedness is permitted to be incurred
under this Agreement), (2) repurchase, exchange, redeem or otherwise acquire for value or Refinance any Parity Lien Debt in exchange for, or with the Net Cash Proceeds of, any Priority Lien Debt except to the extent that such Net Cash Proceeds
are used to repurchase, exchange, redeem or otherwise acquire Parity Lien Debt on a pro rata basis, calculated on basis of outstanding principal balances of such Parity Lien Debt as of the date of any such repurchase, exchange, redemption or other
acquisition or (3) repurchase, exchange, redeem or otherwise acquire for value or Refinance any Junior Lien Debt or Senior Debt (other than the Existing Unsecured Notes) in exchange for, or with the Net Cash Proceeds of, any Priority Lien Debt
or Parity Lien Debt. For the avoidance of doubt, nothing in this clause (d) shall prohibit repurchases of any Existing Unsecured Notes otherwise permitted under this Section 6.02 for cash. 

Section 6.03 Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Borrower shall not, and shall not
permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: 

(a) pay dividends or make any other distributions on its Capital Stock to the Borrower or a Restricted Subsidiary or pay any
Indebtedness owed to the Borrower; provided that the priority of any Preferred Stock in receiving dividends or liquidating distributions being paid on common stock shall not be deemed a restriction of the ability to make distributions of
Capital Stock; 
 (b) make any loans or advances to the Borrower; provided that the subordination of loans or advances
made to the Borrower or any Restricted Subsidiary to other Indebtedness Incurred by the Borrower or any Restricted Subsidiary shall not be deemed a restriction of the ability to make loans or advances; or 

(c) transfer any of its Property or assets to the Borrower, except with respect to clauses (a), (b) and
(c) above: 
 (1) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Effective
Date including, for the avoidance of doubt, the First Lien Credit Agreement and the Existing Unsecured Notes; 
 (2) any
encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary, or otherwise binding on such Restricted Subsidiary, on or prior to the date on which
such Restricted Subsidiary was acquired or was 

  
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so designated by the Borrower or any Restricted Subsidiary (other than Indebtedness Incurred as consideration in, or to provide all or any portion of the funds or credit support utilized to
consummate, and other than any encumbrance or restriction entered into in contemplation of, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the
Borrower) and outstanding on such date; 
 (3) any encumbrance or restriction pursuant to an agreement effecting a
Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (1) or (2) above; provided, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such Refinancing
agreement or amendment are no more restrictive than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such predecessor agreements; 

(4) any encumbrance or restriction with respect to a Restricted Subsidiary (or any of its Property or assets) imposed pursuant
to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary (or the Property or assets subject to such restrictions) pending the closing of such sale or disposition;

 (5) customary encumbrances and restrictions contained in agreements of the type described in the definition of the term
“Permitted Business Investments”; 
 (6) any encumbrance or restriction pursuant to an agreement relating to any
Capital Lease Obligations or purchase money Indebtedness, in each case not Incurred in violation of this Agreement; provided, that with respect to purchase money Indebtedness or Capital Lease Obligations, such restrictions relate only to the
Property financed with such Indebtedness; 
 (7) any encumbrance or restriction pursuant to provisions in agreements or
instruments which prohibit the payment of dividends or the making of other distributions with respect to any Capital Stock of a Person other than on a pro rata basis; 

(8) any encumbrance or restriction existing pursuant to applicable law, rule, regulation, order, approval, license, permit or
similar restriction; 
 (9) any encumbrance or restriction pursuant to supermajority voting requirements under corporate
charters, bylaws, stockholders agreements and similar documents and agreements; and 
 (10) any encumbrance or restriction
pursuant to an instrument or agreement governing Indebtedness permitted by the terms of this Agreement to be Incurred by a Restricted Subsidiary to fund, in whole or in part, the acquisition of any Property or assets; provided such
Indebtedness is repaid or otherwise refinanced in full with Refinancing Indebtedness on or prior to the date 12 months after the date such Indebtedness was initially Incurred; and 

  
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 and except, with respect to clause (c) only: 

(1) any encumbrance or restriction consisting of customary non-assignment provisions
(including provisions forbidding subletting) in leases governing leasehold interests or Farm-In Agreements or Farm-Out Agreements to the extent such provisions restrict the transfer of the lease or the Property leased thereunder; 

(2) any encumbrance or restriction contained in Capital Lease Obligations, security agreements, mortgages, purchase money
agreements or similar instruments securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the Property (including Capital Stock) subject to such Capital Lease Obligations, security
agreements, mortgages, purchase money agreements or similar instruments; 
 (3) Permitted Liens or Liens securing
Indebtedness otherwise permitted to be Incurred pursuant to Section 6.07 that limit the right of the Borrower or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien; 

(4) customary restrictions contained in asset sale agreements limiting the transfer of such assets pending the closing of such
sale; 
 (5) customary restrictions on the subletting, assignment or transfer of any Property or asset that is subject to a
lease, license, sub-license or similar contract, or the assignment or transfer of any such lease, license, sub-license or other contract; 

(6) encumbrances and restrictions contained in contracts entered into in the ordinary course of business, not relating to any
Indebtedness, and that do not, individually or in the aggregate, detract from the value of, or from the ability of the Borrower and the Restricted Subsidiaries to realize the value of, Property or assets of the Borrower or any Restricted Subsidiary
in any manner material to the Borrower or any Restricted Subsidiary; and 
 (7) any encumbrance or restriction pursuant to
provisions with respect to the disposition or distribution of assets or Property in operating agreements, sale-leaseback agreements, joint venture agreements, development agreements, area of mutual interest agreements and other agreements that are
customary in the Oil and Gas Business and entered into in the ordinary course of business. 
 Section 6.04 Limitation on
Dispositions and Changes in Line of Business. 
 (a) The Borrower will not, nor will it permit any of its Restricted Subsidiaries to
directly or indirectly, in one transaction or in a series of transactions, consummate any Asset 

  
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Sale, except that the Borrower or any Restricted Subsidiary may sell Hydrocarbons produced from its Oil and Gas Properties in the ordinary course of business, and, if at the time thereof and
immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing, the Borrower or any Restricted Subsidiary may consummate any Asset Sale so long as: 

(1) the Borrower or such Restricted Subsidiary receives consideration (including by way of relief from, or by any Person
assuming responsibilities for any liabilities, contingent or otherwise) at the time of such Asset Sale at least equal to the fair market value (including as to the value of all non-cash consideration), as determined in good faith by the Board of
Directors or an executive officer of the Borrower or such Restricted Subsidiary with the responsibility for such transaction, which determination shall be conclusive evidence of compliance with this provision, of the shares and assets subject to
such Asset Sale; 
 (2) unless such Disposition is in connection with a joint development arrangement, drilling agreement or
similar arrangement contemplating a contribution or conveyance of Oil and Gas Properties in exchange for a commitment to bear future development costs in respect of such Oil and Gas Properties, at least 85% of the consideration thereof received by
the Borrower or such Restricted Subsidiary is in the form of cash or Cash Equivalents; provided that the following are deemed to be cash or Cash Equivalents: (i) any liabilities (as shown on the Borrower’s or such Restricted
Subsidiary’s most recent balance sheet) of the Borrower or any Restricted Subsidiary (other than liabilities that are subordinated to the Obligations) that are assumed by the transferee of any such assets pursuant to a customary novation
agreement or similar agreement that releases the Borrower or such Restricted Subsidiary from all further liability; (ii) securities received by the Borrower or any Restricted Subsidiary from the transferee that are converted within
180 days by the Borrower or such Restricted Subsidiary into cash, to the extent of cash received in that conversion; and (iii) accounts receivable of a business retained by the Borrower or any Restricted Subsidiary, as the case may be,
following the sale of such business, provided that such accounts receivable (x) are not past due more than 30 days and (y) do not have a payment greater than 90 days from the date of the invoice creating such accounts
receivable; and 
 (3) the Net Cash Proceeds of such Asset Sale are applied as required under Section 2.08. 

The foregoing notwithstanding anything herein to the contrary, the Credit Parties may not consolidate with or merge with or into, or Dispose,
in one transaction or a series of transactions, directly or indirectly, all or substantially all its assets to, any Person unless the Credit Parties comply in all respects with Section 6.06. 

(b) The Borrower will not, nor will it permit any of its Restricted Subsidiaries to, engage to any material extent in any business other than
businesses of the type conducted by the Borrower and its Restricted Subsidiaries on the date of execution of this Agreement and after giving effect to the Transactions and businesses reasonably related thereto. 

  
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 Section 6.05 Limitation on Affiliate Transactions. 

(a) 
 (1) The
Borrower will not, nor will it permit any of its Restricted Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other
transactions with, any of its Affiliates (an “Affiliate Transaction”), except (i) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Restricted Subsidiary than
could be obtained on an arm’s-length basis from unrelated third parties, (ii) transactions between or among the Borrower and the other Credit Parties not involving any other Affiliate, (iii) any Restricted Payment permitted by
Section 6.02 or (iv) Permitted Investments; and unless the terms of the Affiliate Transaction are no less favorable to the Borrower or such Restricted Subsidiary than those that could be obtained at the time of the Affiliate
Transaction in arm’s-length dealings with a Person who is not an Affiliate and if, in the good faith judgment of the Board of Directors (whose determination shall be conclusive), no comparable transaction is available with which to compare such
Affiliate Transaction, such Affiliate Transaction is otherwise fair to the Borrower or the relevant Restricted Subsidiary from a financial point of view; and 

(2) (i) the Borrower will deliver to the Administrative Agent with respect to any Affiliate Transaction or series of related
Affiliate Transactions involving aggregate consideration to or from the Borrower or a Restricted Subsidiary in excess of $10,000,000, an Officers’ Certificate certifying that such Affiliate Transaction complies with the requirements of
clause (1) above, and (ii) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration to or from the Borrower or a Restricted Subsidiary in excess of $25,000,000, a majority of
the Disinterested Members of the Board of Directors (or, if there is only one Disinterested Member, such Disinterested Member) shall have determined that the criteria set forth in clause (1) are satisfied with respect to such Affiliate
Transaction(s) and shall have approved such Affiliate Transaction(s), as evidenced by a resolution delivered to the Administrative Agent and certified by an officers’ certificate as having been adopted by the Board of Directors. 

(b) Section 6.05(a)(1) shall not prohibit or apply to: 

(1) any Investment by a Credit Party in another Credit Party or other Restricted Payment between Credit Parties; 

(2) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the
funding of, employment arrangements, stock options and stock ownership plans approved by the Board of Directors; 

  
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 (3) loans or advances to officers or employees in the ordinary course of business
in accordance with the past practices of the Borrower or the Restricted Subsidiaries, in each case, only as permitted by Section 402 of the Sarbanes-Oxley Act of 2002; 

(4) the payment of reasonable fees to directors of the Borrower and the Restricted Subsidiaries who are not employees of the
Borrower or the Restricted Subsidiaries, the reimbursement of reasonable out-of-pocket expenses Incurred by, directors of the Borrower and the Restricted Subsidiaries in attending meetings of such directors and indemnification payments made to
officers, directors and employees of the Borrower or any Subsidiary pursuant to charter, bylaw, statutory or contractual provisions; 

(5) [Reserved]; 

(6) the issuance or sale of any Capital Stock (other than Disqualified Stock) of the Borrower to, or the receipt by the
Borrower of any capital contribution from, its stockholders or Affiliates; 
 (7) any agreement as in effect on the Effective
Date and described on Schedule 6.05 or any amendments or other modifications, renewals or extensions of any such agreement (so long as such amendments or other modifications, renewals or extensions are not materially less favorable to
the Borrower or the Restricted Subsidiaries) and the transactions evidenced thereby; 
 (8) transactions contemplated by the
Marcellus JV Documents, the BG JV Documents, the KKR Participation Agreement or the Bluescape Agreement, in each case as in effect on the Effective Date, in the ordinary course of business and otherwise in compliance with the terms of this
Agreement, which are fair to the Borrower and its Restricted Subsidiaries in the reasonable determination of the Board of Directors of the Borrower, an executive officer of the Borrower or an executive officer of such Restricted Subsidiary with
responsibility for such transaction (whose determination shall be conclusive evidence of compliance with this provision) and amendments, modifications, supplements, extensions or renewals of such agreements from time to time, so long as any such
amendment, modification, supplement, extension or renewal is not more disadvantageous to the Lenders in any material respect in the good faith judgment of the Board of Directors of the Borrower, when taken as a whole, than the terms of such
agreements in effect on the Effective Date; 
 (9) transactions with customers, clients, suppliers, or purchasers or sellers
of goods or services in each case in the ordinary course of business and otherwise in compliance with this Agreement, which are fair to the Borrower and its Restricted Subsidiaries, in the reasonable determination of the Board of Directors of the
Borrower, an executive officer of the Borrower or an executive officer of such Restricted Subsidiary with responsibility for such transaction (whose determination shall be conclusive evidence of compliance with this provision) or are on terms at
least as favorable as might reasonably have been obtained at such time from an unaffiliated party; 

  
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 (10) transactions between the Borrower or any Restricted Subsidiary and any
Person, a director of which is also a director of the Borrower and such director is the sole cause for such Person to be deemed an Affiliate of the Borrower or any Restricted Subsidiary, provided, however, that such director shall
abstain from voting as a director of the Borrower on any matter involving such other Person; 
 (11) any transaction in which
the Borrower or any of its Restricted Subsidiaries as the case may be, delivers to the Administrative Agent a written opinion from an Independent Qualified Party to the effect that such Affiliate Transaction is fair, from a financial standpoint, to
the Borrower and the Restricted Subsidiaries or is not less favorable to the Borrower and the Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm’s-length transaction with a Person who was not an
Affiliate; 
 (12) guarantees of performance by the Borrower and its Restricted Subsidiaries of the Borrower’s
Unrestricted Subsidiaries in the ordinary course of business, except for guarantees of Indebtedness in respect of borrowed money; or 

(13) if such Affiliate Transaction is with a Person in its capacity as a holder of Indebtedness or Capital Stock of the
Borrower or any Restricted Subsidiary where such Person is treated no more favorably than the holders of Indebtedness or Capital Stock of the Borrower or any Restricted Subsidiary. 

Section 6.06 Limitation on Merger, Consolidation and Dispositions. 

(a) The Borrower will not consolidate with or merge with or into, or Dispose, in one transaction or a series of transactions, directly or
indirectly, all or substantially all its assets to, any Person, unless: 
 (1) the resulting, surviving or transferee Person
(the “Successor Borrower”) shall be a Person organized and existing under the laws of the United States, any State thereof or the District of Columbia and the Successor Borrower (if not the Borrower) shall expressly assume all of
the obligations of the Borrower under this Agreement and each Loan Document pursuant to agreements or instruments reasonably satisfactory to the Administrative Agent; 

(2) on the date of such transaction and immediately after giving pro forma effect thereto (and treating any Indebtedness which
becomes an obligation of the Successor Borrower or any Subsidiary as a result of such transaction as having been Incurred by such Successor Borrower or such Subsidiary at the time of such transaction), no Default shall have occurred and be
continuing; 
 (3) immediately after giving pro forma effect to such transaction, (i) the Consolidated Coverage Ratio
would exceed 2.25 to 1.0 or (ii) the Consolidated Coverage Ratio would not be less than the Consolidated Coverage Ratio immediately prior to such transaction; 

  
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 (4) the Borrower shall have delivered to the Administrative Agent an
Officer’s Certificate and a legal opinion in form and substance reasonably acceptable to the Administrative Agent, each stating that such consolidation, merger or transfer complies with this Agreement; and 

(5) the Successor Borrower shall take such action (or agree to take such action) as may be necessary to cause any Property or
assets that constitute Collateral owned by or transferred to the Successor Borrower to be subject to the Parity Liens in the manner and to the extent required under the Loan Documents and shall deliver an opinion of counsel as to the enforceability
of any amendments, supplements or other instruments with respect to the Loan Documents to be executed, delivered, filed and recorded, as applicable, and such other matters as the Administrative Agent or Collateral Trustee, as applicable, may
request; provided, however, that clause (3) will not be applicable to (A) a Restricted Subsidiary consolidating with, merging into or transferring all or part of its Properties and assets to the Borrower or another Guarantor or
(B) the Borrower merging with an Affiliate of the Borrower solely for the purpose and with the sole effect of reincorporating the Borrower in another jurisdiction under the law of the United States or any political subdivision or State thereof.

 For purposes of this Section 6.06, the Disposition in a single transaction or a series of related transactions of all or
substantially all of the Properties and assets of one or more Subsidiaries of the Borrower, which Properties and assets, if held by the Borrower instead of such Subsidiaries, would constitute all or substantially all of the Properties and assets of
the Borrower on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the Properties and assets of the Borrower. 

The Successor Borrower will be the successor to the Borrower and shall succeed to, and be substituted for, and may exercise every right and
power of, the Borrower under this Agreement and the other Loan Documents, and the predecessor Borrower, except in the case of a lease, shall be released from the obligation to pay the principal of and interest on the Loans. 

(b) The Borrower will not permit any other Guarantor to consolidate with or merge with or into, or Dispose, in one transaction or a series of
transactions, all or substantially all of its assets to any Person unless: 
 (1) the resulting, surviving or transferee
Person (if not such Guarantor) shall be a Person organized and existing under the laws of the jurisdiction under which such Guarantor was organized or under the laws of the United States, or any State thereof or the District of Columbia, and such
Person shall expressly assume all the obligations of such Guarantor, if any, under its Guaranty and each Loan Document pursuant to agreements or instruments reasonably satisfactory to the Administrative Agent (except in the case of a Guarantor
(i) that has been disposed of in its entirety to another Person (other than to the Borrower or any other Subsidiary of the Borrower), whether through a merger, consolidation or Disposition of Capital Stock or assets, (ii) that, as a result
of the Disposition of all or a portion of its Capital Stock, ceases to be a Subsidiary or (iii) that has otherwise been released from its Guaranty in accordance with the terms thereof and the terms of this Agreement and the other Loan
Documents, in each case, if in connection therewith the Borrower provides an Officer’s Certificate to the Administrative Agent to the effect that the Borrower will comply with its obligations under Section 6.04); 

  
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 (2) immediately after giving effect to such transaction or transactions on a pro
forma basis (and treating any Indebtedness which becomes an obligation of the resulting, surviving or transferee Person as a result of such transaction as having been issued by such Person at the time of such transaction), no Default shall have
occurred and be continuing; and 
 (3) the Borrower delivers to the Administrative Agent an Officer’s Certificate and a
legal opinion in form and substance reasonably acceptable to the Administrative Agent, each stating that such consolidation, merger or transfer and such Guaranty, if any, complies with this Agreement. 

The successor Guarantor will be the successor to the Guarantor and shall succeed to, and be substituted for, and may exercise every right and
power of, the Guarantor under this Agreement and the other Loan Documents, and the predecessor Guarantor, except in the case of a lease, shall be released from the obligation to pay the principal of and interest on the Loans. 

Notwithstanding the foregoing, any Guarantor (other than the Borrower) may merge with or into or Dispose of all or part of its Properties and
assets to a Guarantor or the Borrower or merge with a Guarantor or the Borrower, as long as (1) immediately after giving effect to such transaction or transactions on a pro forma basis (and treating any Indebtedness which becomes an obligation
of the resulting, surviving or transferee Person as a result of such transaction as having been issued by such Person at the time of such transaction), no Default shall have occurred and be continuing and (2) the amount of Indebtedness of such
Guarantor and its Restricted Subsidiaries is not materially increased thereby. 
 Section 6.07 Limitation on Liens. The Borrower
shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, Incur or permit to exist any Lien of any nature whatsoever on any of its Properties (including Capital Stock of a Restricted Subsidiary), whether owned at the
Signing Date or thereafter acquired, other than Permitted Liens. 
 Section 6.08 Limitation on Sale/Leaseback Transactions. The
Borrower shall not, and shall not permit any Restricted Subsidiary to, enter into any Sale/Leaseback Transaction with respect to any Property unless (a) the Borrower or such Restricted Subsidiary would be entitled to (1) Incur Indebtedness
in an amount equal to the Attributable Debt with respect to such Sale/Leaseback Transaction pursuant to Section 6.01 and (2) create a Lien on such Property securing such Attributable Debt; (b) the net proceeds received by the
Borrower or any Restricted Subsidiary in connection with such Sale/Leaseback Transaction are at least equal to the fair market value (as determined by the Board of Directors) of such Property and (c) the Borrower applies the proceeds of such
transaction in compliance with Sections 2.08 and 6.04. 
 Section 6.09 Payment of Fees. The Borrower shall
not, and shall not permit any Restricted Subsidiary to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Lender or holder of any Parity Lien Debt for or as an inducement to any consent, waiver or
amendment of any of the terms or provisions of any Parity Lien Document 

  
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unless (a) in the case of any consent, waiver or amendment of any Loan Document, such consideration is offered to be paid and is paid to all Lenders that consent, waive or agree to amend any
comparable provisions of the Loan Documents and (b) in the case of any consent, waiver or amendment of any Parity Lien Document (other than any Loan Documents), the Borrower shall also pay such consideration, in the amount and in the same form
as that paid to such other lenders or holders of Parity Lien Debt. 
 ARTICLE VII 

GUARANTEE OF OBLIGATIONS 

Section 7.01 Guarantee of Payment. Each Guarantor unconditionally and irrevocably guarantees to the Administrative Agent for the
benefit of the Secured Parties, the punctual payment of all Obligations now or which may in the future be owing by any Credit Party (the “Guaranteed Liabilities”). This Guarantee is a guaranty of payment and not of collection only.
The Administrative Agent shall not be required to exhaust any right or remedy or take any action against the Borrower or any other Person or any collateral. The Guaranteed Liabilities include interest accruing after the commencement of a proceeding
under bankruptcy, insolvency or similar laws of any jurisdiction at the rate or rates provided in the Loan Documents, regardless of whether such interest is an allowed claim. Each Guarantor agrees that, as between the Guarantor and the
Administrative Agent, the Guaranteed Liabilities may be declared to be due and payable for the purposes of this Guarantee notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards the
Borrower or any other Guarantor and that in the event of a declaration or attempted declaration, the Guaranteed Liabilities shall immediately become due and payable by each Guarantor for the purposes of this Guarantee. 

Section 7.02 Guarantee Absolute. Each Guarantor guarantees that the Guaranteed Liabilities shall be paid strictly in accordance
with the terms of this Agreement The liability of each Guarantor hereunder is absolute and unconditional irrespective of: (a) any change in the time, manner or place of payment of, or in any other term of, all or any of the Loan Documents or
the Guaranteed Liabilities, or any other amendment or waiver of or any consent to departure from any of the terms of any Loan Document or Guaranteed Liability, including any increase or decrease in the rate of interest thereon; (b) any release
or amendment or waiver of, or consent to departure from, any other guaranty or support document, or any exchange, release or non-perfection of any collateral, for all or any of the Loan Documents or Guaranteed Liabilities; (c) any present or
future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any Loan Document or Guaranteed Liability; (d) without being
limited by the foregoing, any lack of validity or enforceability of any Loan Document or Guaranteed Liability; and (e) any other setoff, defense or counterclaim whatsoever (in any case, whether based on contract, tort or any other theory) with
respect to the Loan Documents or the transactions contemplated thereby which might constitute a legal or equitable defense available to, or discharge of, the Borrower or a Guarantor. 

Section 7.03 Guarantee Irrevocable. This Guarantee is a continuing guaranty of the payment of all Guaranteed Liabilities now or
hereafter existing under this Agreement and 

  
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shall remain in full force and effect until payment in full of all Guaranteed Liabilities and other amounts payable hereunder and until this Agreement are no longer in effect or, if earlier, when
the Guarantor has given the Administrative Agent written notice that this Guarantee has been revoked; provided that any notice under this Section shall not release the revoking Guarantor from any Guaranteed Liability, absolute or contingent,
existing prior to the Administrative Agent’s actual receipt of the notice at its branches or departments responsible for this Agreement and reasonable opportunity to act upon such notice. 

Section 7.04 Reinstatement. This Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time any
payment of any of the Guaranteed Liabilities is rescinded or must otherwise be returned by any Secured Party on the insolvency, bankruptcy or reorganization of the Borrower, or any other Credit Party, or otherwise, all as though the payment had not
been made. 
 Section 7.05 Subrogation. No Guarantor shall exercise any rights which it may acquire by way of subrogation, by
any payment made under this Guarantee or otherwise, until all the Guaranteed Liabilities have been paid in full and this Agreement is no longer in effect. If any amount is paid to the Guarantor on account of subrogation rights under this Guarantee
at any time when all the Guaranteed Liabilities have not been paid in full, the amount shall be held in trust for the benefit of the Lenders and shall be promptly paid to the Administrative Agent to be credited and applied to the Guaranteed
Liabilities, whether matured or unmatured or absolute or contingent, in accordance with the terms of this Agreement. If any Guarantor makes payment to the Administrative Agent or Lenders of all or any part of the Guaranteed Liabilities and all the
Guaranteed Liabilities are paid in full and this Agreement is no longer in effect, the Administrative Agent and Lenders shall, at such Guarantor’ s request, execute and deliver to such Guarantor appropriate documents, without recourse and
without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Liabilities resulting from the payment. 

Section 7.06 Subordination. Without limiting the rights of the Administrative Agent and the Lenders under any other agreement, any
liabilities owed by the Borrower to any Guarantor in connection with any extension of credit or financial accommodation by any Guarantor to or for the account of the Borrower, including but not limited to interest accruing at the agreed contract
rate after the commencement of a bankruptcy or similar proceeding, are hereby subordinated to the Guaranteed Liabilities, and such liabilities of the Borrower to such Guarantor, if the Administrative Agent so requests, shall be collected, enforced
and received by any Guarantor as trustee for the Administrative Agent and shall be paid over to the Administrative Agent on account of the Guaranteed Liabilities but without reducing or affecting in any manner the liability of the Guarantor under
the other provisions of this Guarantee. 
 Section 7.07 Payments Generally. All payments by the Guarantors shall be made in the
manner, at the place and in the currency (the “Payment Currency”) required by the Loan Documents; provided, however, that (if the Payment Currency is other than Dollars) any Guarantor may, at its option (or, if for any
reason whatsoever any Guarantor is unable to effect payments in the foregoing manner, such Guarantor shall be obligated to) pay to the Administrative Agent at its principal office the equivalent amount in Dollars computed at the selling rate of the
Administrative Agent or a selling rate chosen by the Administrative Agent, 

  
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most recently in effect on or prior to the date the Guaranteed Liability becomes due, for cable transfers of the Payment Currency to the place where the Guaranteed Liability is payable. In any
case in which any Guarantor makes or is obligated to make payment in Dollars, the Guarantor shall hold the Administrative Agent and the Lenders harmless from any loss incurred by the Administrative Agent or any Lender arising from any change in the
value of Dollars in relation to the Payment Currency between the date the Guaranteed Liability becomes due and the date the Administrative Agent or such Lender is actually able, following the conversion of the Dollars paid by such Guarantor into the
Payment Currency and remittance of such Payment Currency to the place where such Guaranteed Liability is payable, to apply such Payment Currency to such Guaranteed Liability. 

Section 7.08 Setoff. Each Guarantor agrees that, in addition to (and without limitation of) any right of setoff, banker’s
lien or counterclaim the Administrative Agent or any Lender may otherwise have, the Administrative Agent or such Lender shall be entitled, at its option, to offset balances (general or special, time or demand, provisional or final) held by it for
the account of any Guarantor at any office of the Administrative Agent or such Lender, in Dollars or in any other currency, against any amount payable by such Guarantor under this Guarantee which is not paid when due (regardless of whether such
balances are then due to such Guarantor), in which case it shall promptly notify such Guarantor thereof; provided that the failure of the Administrative Agent or such Lender to give such notice shall not affect the validity thereof. 

Section 7.09 Formalities. Each Guarantor waives presentment, notice of dishonor, protest, notice of acceptance of this Guarantee
or incurrence of any Guaranteed Liability and any other formality with respect to any of the Guaranteed Liabilities or this Guarantee. 

Section 7.10 Limitations on Guarantee. The provisions of the Guarantee under this Article VII are severable, and in
any action or proceeding involving any state corporate law, or any state, federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any Guarantor under this Guarantee
would otherwise be held or determined to be avoidable, invalid or unenforceable on account of the amount of such Guarantor’ s liability under this Guarantee, then, notwithstanding any other provision of this Guarantee to the contrary, the
amount of such liability shall, without any further action by the Guarantors, the Administrative Agent or any Lender, be automatically limited and reduced to the highest amount that is valid and enforceable as determined in such action or proceeding
(such highest amount determined hereunder being the relevant Guarantor’ s “Maximum Liability”). This Section 7.10, with respect to the Maximum Liability of the Guarantors, is intended solely to preserve the rights
of the Administrative Agent and the Lenders hereunder to the maximum extent not subject to avoidance under applicable law, and no Guarantor nor any other Person shall have any right or claim under this Section 7.10 with respect to the
Maximum Liability, except to the extent necessary so that none of the obligations of any Guarantor hereunder shall be rendered voidable under applicable law. 

  
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 ARTICLE VIII 

EVENTS OF DEFAULT 
 If any
of the following events (“Events of Default”) shall occur: 
 (a) the Borrower shall fail to pay any
principal of any Loan (including any payments required under Section 2.08) when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof 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
clause (a) of this Article) payable under this Agreement, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three (3) days; 

(c) any representation or warranty made or deemed made by or on behalf of the Borrower or any Restricted Subsidiary in or in
connection with this Agreement or any amendment or modification hereof or waiver hereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any amendment or
modification hereof or waiver hereunder or in any Loan Document furnished pursuant to or in connection with this Agreement or any amendment or modification thereof or waiver hereunder, shall prove to have been incorrect in any material respect when
made or deemed made; 
 (d) the Borrower or any Restricted Subsidiary shall fail to observe or perform any covenant,
condition or agreement contained in Article VI; 
 (e) the Borrower or any Restricted Subsidiary shall fail to observe
or perform any covenant, condition or agreement contained in this Agreement (other than those specified in clause (a), (b) or (d) of this Article) or any Loan Document, and such failure shall continue unremedied for a period of
30 days after notice thereof from the Administrative Agent to the Borrower (which notice will be given at the request of any Lender); 

(f) the occurrence of the following: 

(1) the Borrower or any Restricted Subsidiary shall fail to make any payment (whether of principal or interest and regardless
of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable; 
 (2) any event or
condition occurs that results in (i) any Material Indebtedness becoming due prior to its scheduled maturity; provided that this clause (f)(2) shall not apply to secured Indebtedness that becomes due as a result of the
voluntary sale or transfer of the property or assets by the Borrower or any of its Restricted Subsidiaries securing such Indebtedness to the extent such voluntary sale or transfer of property is permitted hereunder (provided further that in
the case of obligations arising under Swap Agreements permitted hereunder, the amount counted for this purpose shall be the amount payable by all Credit Parties, without duplication, as if such obligations were terminated at such time) or
(ii) the exercise of remedies or enforcement actions under the First Lien Credit Agreement (whether with respect to such event or condition or otherwise); 

  
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 (g) an involuntary proceeding shall be commenced or an involuntary petition shall
be filed seeking (1) liquidation, reorganization or other relief in respect of the Borrower or any Restricted 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 (2) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Restricted Subsidiary or for a substantial part of its
assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; 

(h) the Borrower or any Restricted Subsidiary shall (1) 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, (2) consent to the institution of, or fail to contest in a timely and appropriate
manner, any proceeding or petition described in clause (h) of this Article, (3) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Restricted
Subsidiary or for a substantial part of its assets, (4) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (5) make a general assignment for the benefit of creditors or (6) take
any action for the purpose of effecting any of the foregoing; 
 (i) the Borrower or any Restricted Subsidiary shall become
unable, admit in writing its inability or fail generally to pay its debts as they become due; 
 (j) one or more judgments
for the payment of money in an aggregate amount in excess of $5,000,000 shall be rendered against the Borrower or any Restricted Subsidiary or any combination thereof and the same shall remain undischarged for a period of 30 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 Restricted Subsidiary to enforce any such judgment; 

(k) an ERISA Event shall have occurred that, in the opinion of the Majority Lenders, when taken together with all other ERISA
Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; 
 (l) any Guaranty of a
Guarantor shall be held in any judicial proceeding to be unenforceable or invalid or, except as permitted by the Agreement, shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor,
shall deny or disaffirm its obligations under its Guaranty, in each case with respect to any Guarantor that is also a Significant Subsidiary or any group of Guarantors that, taken together, would constitute a Significant Subsidiary; 

(m) the occurrence of the following: 

(1) except as permitted by the Loan Documents, any Loan Document establishing the Parity Liens ceases for any reason to be
enforceable; provided  

  
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that it will not be an Event of Default under this clause (m)(1) if the sole result of the failure of one or more Loan Documents to be fully enforceable is that any Parity Lien purported to
be granted under such Loan Documents on Collateral, individually or in the aggregate, having a fair market value of not more than $15,000,000, ceases to be an enforceable and perfected Parity Lien; provided further that if such failure is
susceptible to cure, no Event of Default shall arise with respect thereto until 45 days after any officer of the Borrower or any Restricted Subsidiary becomes aware of such failure, which failure has not been cured during such time period; 

(2) except as permitted by the Loan Documents, any Parity Lien purported to be granted under any Loan Document on Collateral,
individually or in the aggregate, having a fair market value in excess of $15,000,000, ceases to be an enforceable and perfected second-priority Lien, subject to the Intercreditor Agreement and Permitted Prior Liens; provided that if such
failure is susceptible to cure, no Event of Default shall arise with respect thereto until 45 days after any officer of the Borrower or any Restricted Subsidiary becomes aware of such failure, which failure has not been cured during such time
period; or 
 (3) the Borrower or any Guarantor, or any Person acting on behalf of any of them, denies or disaffirms, in
writing, any obligation of the Borrower or any Guarantor set forth in or arising under any Loan Document establishing Parity Liens; 
 then,
and in every such event (other than an event with respect to the Borrower or any Restricted Subsidiary described in clause (g) or (h) of this Article), and at any time thereafter during the continuance of such event, 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 Commitments, and thereupon the Commitments shall terminate
immediately, and (ii) declare 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 (including, for the avoidance of doubt, the Applicable Premium) of the Borrower accrued hereunder, shall become due
and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to the Borrower described in clause (g) or (h) of this
Article, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations (including, for the avoidance of doubt, the Applicable Premium) of the
Borrower accrued hereunder, 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. Without limiting the foregoing, upon the occurrence and during
the continuance of an Event of Default, subject to the Intercreditor Agreement the Administrative Agent, the Collateral Trustee and each Lender may protect and enforce its rights under this Agreement and the other Loan Documents by any appropriate
proceedings, including proceedings for specific performance of any covenant or agreement contained in this Agreement or any other Loan Document, and the Administrative Agent, the Collateral Trustee and each Lender may enforce payment of any
Obligations due and payable hereunder or enforce any other legal or equitable right and remedies which it may have. 

  
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 ARTICLE IX 

THE AGENTS 

Section 9.01 Appointment and Authority. Each Lender hereby irrevocably appoints the Administrative Agent and the Collateral
Trustee (for purposes of this Article IX, the Administrative Agent and the Collateral Trustee are referred to collectively as the “Agents”) its agent and authorizes the Agents to take such actions on its behalf and to
exercise such powers as are delegated to such Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Without limiting the generality of the foregoing, the Agents are hereby expressly
authorized to (a) execute any and all documents (including releases of Liens, termination statements, assignments or other documents reasonably requested by the Borrower in connection with any sale or other disposition of Collateral to the
extent such sale or other disposition is permitted by the terms hereof or is otherwise authorized by the terms of the Loan Documents) with respect to the Collateral and the rights of the Lenders with respect thereto, as contemplated by and in
accordance with the provisions of this Agreement, the Security Instruments, the Collateral Trust Agreement and the Intercreditor Agreement and (b) negotiate, enforce or the settle any claim, action or proceeding affecting the Lenders in their
capacity as such, at the direction of the Majority Lenders, which negotiation, enforcement or settlement will be binding upon each Lender. 

Section 9.02 Rights as a Lender. The institution serving as the Administrative Agent and/or the Collateral Trustee 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 9.03
Exculpatory Provisions. 
 (a) No Agent shall have any duties or obligations except those expressly set forth in the Loan Documents.
Without limiting the generality of the foregoing, (1) no Agent shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (2) no Agent shall have any duty to take any
discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that such Agent is instructed in writing to exercise by the Majority Lenders (or such other number or percentage of the
Lenders as shall be necessary under the circumstances as provided in Section 10.02), and (3) except as expressly set forth in the Loan Documents, no Agent shall have any duty to disclose, nor shall it be liable for the failure to
disclose, any information relating to the Borrower or any of the Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent and/or Collateral Trustee or any of its Affiliates in any capacity. 

  
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 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 such other number or percentage of the Lenders as shall be necessary, or as Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in
Section 10.02). 
 (b) No Agent shall be liable for any action taken or not taken by it with the consent or at the request of
the Majority Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.02) or in the absence of its own gross negligence or willful misconduct as determined by a
final non-appealable judgment of a court of competent jurisdiction. No Agent shall be deemed to have knowledge of any Default unless and until written notice thereof is given to such Agent by the Borrower or a Lender. 

(c) No Agent shall be responsible for or have any duty to ascertain or inquire into (1) any statement, warranty or representation made in
or in connection with any Loan Document, (2) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (3) the performance or observance of any of the covenants, agreements or other terms or
conditions set forth in any Loan Document, (4) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (5) the satisfaction of any condition set forth in
Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to such Agent. 

Section 9.04 Reliance by Agent. Each 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 (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed or sent by
the proper Person. Each Agent may also rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. Each 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. 

Section 9.05 Delegation of Duties. Each 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 it. Each Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of the preceding
paragraphs shall apply to any such sub-agent and to the Related Parties of each Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facility provided for herein as well as
activities as Agent. No Agent shall be responsible for the negligence or misconduct of any sub- agents except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the applicable Agent acted with
gross negligence or willful misconduct in the selection of such sub agents. 
 Section 9.06 Resignation of Administrative Agent.
The Administrative Agent may resign at any time by notifying the Lenders and the Borrower. Upon any such resignation, 

  
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the Majority Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Majority Lenders and shall have accepted
such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, 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. If no successor Administrative Agent has been appointed pursuant to the immediately preceding sentence by the 30th day after the date such notice of resignation was given by the
Administrative Agent, such Administrative Agent’s resignation shall become effective immediately, such retiring Administrative Agent shall be discharged from its duties and obligations hereunder, and the Majority Lenders shall thereafter
perform all the duties of such Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Majority Lenders appoint a successor Administrative Agent. 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 Administrative Agent. 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 and Section 10.03 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 acting as Administrative Agent. 

Section 9.07 Non-Reliance on Agent and Other Lenders. Each Lender acknowledges that it has, independently and without reliance
upon the Agents 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. Each Lender also acknowledges that it will, independently and
without reliance upon the Agents 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 or
any other Loan Document, any related agreement or any document furnished hereunder or thereunder. 
 Section 9.08 Right to Request
and Act on Instructions. The Administrative Agent may at any time request instructions from the Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the Loan Documents the Administrative Agent is
permitted or desires to take or to grant, and if such instructions are promptly requested, the Administrative Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability
whatsoever to any Person for refraining from any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from the Majority Lenders or all or such other portion of the Lenders as shall be
prescribed by this Agreement. Without limiting the foregoing, no Person shall have any right of action whatsoever against the Administrative Agent as a result of the Administrative Agent acting or refraining from acting under this Agreement or any
of the other Loan Documents in accordance with the instructions of the Majority Lenders (or all or such other portion of the Lenders as shall be prescribed by this Agreement) and, notwithstanding the instructions of the Majority Lenders (or such
other applicable portion of the Lenders), the Administrative Agent shall have no obligation to take any action if it believes, in good faith, that such action would violate applicable law or exposes the Administrative Agent to any liability for
which it has not received satisfactory indemnification in accordance with the provisions of Section 10.03. 

  
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 ARTICLE X 

MISCELLANEOUS 

Section 10.01 Notices. 

(a) Except in the case of notices and other communications expressly permitted to be given by telephone or electronic mail (and subject to
paragraph (b) below), 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 telecopy, as follows: 

(1) if to the Borrower, to EXCO Resources, Inc., 12377 Merit Drive, Suite 1700, Dallas, Texas 75251, Attention: Richard A.
Burnett, Vice President, Chief Financial Officer and Chief Accounting Officer Telecopy No. (972) 699-5180, E-mail: rburnett@excoresources.com, with a copy to EXCO Resources, Inc., 12377 Merit
Drive, Suite 1700, Dallas, Texas 75251, Attention: Christopher C. Peracchi, Vice President, Finance & Investor Relations & Treasurer, Telecopy No. (972) 201-0651, E-mail:
cperacchi@excoresources.com. For purposes of delivering the documents pursuant to Section 5.01(a), (b) and (d), the website address is www.excoresources.com; 

(2) if to the Administrative Agent, to Wilmington Trust, National Association, 50 South Sixth Street, Suite 1290, Minneapolis,
Minnesota 55402, Attention: Meghan McCauley, Telephone No.: (612) 217-5647, Telecopy No.: (612) 217-5651, E-mail: MMcCauley@WilmingtonTrust.com, with a copy to Lindquist & Vennum LLP, 4200 IDS Center 80 South Eighth Street
Minneapolis, MN 55402, Attention: Mark C. Dietzen, Esq., Telephone No.: (612) 371-2452 Telecopy No.: (612) 371-3207, Email: MDietzen@Lindquist.com. 

(3) if to any other Lender, to it at its address (or telecopy number) set forth in its Administrative Questionnaire. 

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 if delivered by hand or overnight courier service or sent by fax or on the date five Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly
addressed) to such party as provided in this Section 10.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 10.01. As agreed to among the Borrower, the Administrative
Agent and the applicable Lenders from time to time, notices and other communications may also be delivered by e-mail to the e-mail address of a representative of the applicable Person provided from time to time by such Person. 

The Borrower hereby agrees, unless directed otherwise by the Administrative Agent or unless the electronic mail address referred to below has
not been provided by the Administrative Agent to the Borrower, that it will, or will cause its Subsidiaries to, provide to the Administrative 

  
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Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to the Loan Documents or to the Lenders under Article V,
including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (a) relates to the payment of any principal or other amount due under
this Agreement prior to the scheduled date therefor, (b) provides notice of any Default or Event of Default under this Agreement or any other Loan Document or (c) is required to be delivered to satisfy any condition precedent to the
effectiveness of this Agreement and/or any Borrowing or other extension of credit hereunder (all such non-excluded communications being referred to herein collectively as “Communications”), by transmitting the Communications in an
electronic/soft medium that is properly identified in a format acceptable to the Administrative Agent to an electronic mail address as directed by the Administrative Agent. In addition, the Borrower agrees, and agrees to cause its Subsidiaries, to
continue to provide the Communications to the Administrative Agent or the Lenders, as the case may be, in the manner specified in the Loan Documents but only to the extent requested by the Administrative Agent. 

The Borrower hereby acknowledges that (a) the Administrative Agent will make available to the Lenders materials and/or information
provided by or on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on Intralinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders
may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that (w) all
Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof;
(x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its
securities for purposes of United States federal and state securities laws (provided, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.14); (y) all Borrower
Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Investor” and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not
marked “PUBLIC” as being suitable only for posting on a portion of the Platform not marked as “Public Investor.” Notwithstanding the foregoing, the following Borrower Materials shall be deemed to be marked “PUBLIC”,
unless the Borrower notifies the Administrative Agent promptly that any such document contains material non-public information: (1) the Loan Documents, (2) notification of changes in the terms of the Credit Facilities and (3) all
financial statements and accompanying information and certificates delivered pursuant to Section 5.01. 
 Each Public Lender
agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such
Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including United States Federal and state securities laws, to make reference to Communications that are not made available through
the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States Federal or state securities laws. 

  
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 THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. NEITHER THE
ADMINISTRATIVE AGENT NOR ANY OF ITS RELATED PARTIES WARRANTS THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EACH EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. NO WARRANTY OF
ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS IS MADE BY THE ADMINISTRATIVE AGENT OR ANY OF
ITS RELATED PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES HAVE ANY LIABILITY TO ANY RESTRICTED PERSON, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND,
WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY RESTRICTED PERSON’S OR THE ADMINISTRATIVE
AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH PERSON IS FOUND IN A FINAL RULING BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH PERSON’S GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT. 
 The Administrative Agent agrees that the receipt of the Communications by the Administrative Agent at
its e-mail address set forth above shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Loan Documents. Each Lender agrees that receipt of notice to it (as provided in the next sentence)
specifying that the Communications have been posted to the Platform shall constitute effective delivery of the Communications to such Lender for purposes of the Loan Documents. Each Lender agrees to notify the Administrative Agent in writing
(including by electronic communication) from time to time of such Lender’s e-mail address to which the foregoing notice may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. 

Nothing herein shall prejudice the right of the Administrative Agent or any Lender to give any notice or other communication pursuant to any
Loan Document in any other manner specified in such Loan Document. 
 Section 10.02 Waivers; Amendments. 

(a) No failure or delay by the Administrative Agent, the Collateral Trustee or any Lender in exercising any right or power hereunder or under
any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise
thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Trustee and the Lenders hereunder and under any other Loan Document are cumulative and are not exclusive of any rights or
remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be 

  
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permitted by paragraph (b) of this Section 10.02, 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 shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or the Collateral Trustee may have had notice or knowledge of such Default
at the time. 
 (b) Neither this Agreement nor any other Loan Document nor any other provision hereof or thereof may be waived, amended or
modified except pursuant to an agreement or agreements in writing entered into by the Credit Party or Credit Parties that are party thereto, the Majority Lenders or by the Credit Party or Credit Parties that are party thereto and the Administrative
Agent with the consent of the Majority Lenders; provided that no such agreement shall: 
 (1) increase the Commitment
of any Lender without the written consent of such Lender (including any such Lender that is a Defaulting Lender); 
 (2)
reduce or forgive the principal amount of any Loan or reduce the rate of interest thereon, reduce the Applicable Premium or reduce or forgive any interest or fees payable hereunder, without the written consent of each Lender (including any such
Lender that is a Defaulting Lender other than fees to which such Defaulting Lender is not entitled to receive as a result of being a Defaulting Lender) affected thereby; 

(3) postpone any scheduled date of payment of the principal amount of any Loan, or any date for the payment of any interest,
fees or other Obligations hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender (including any such Lender that is a
Defaulting Lender) affected thereby (it being understood that waiver of a mandatory prepayment of the Loans shall not constitute a postponement or waiver of a scheduled payment or date of expiration); 

(4) change Section 2.07, Section 2.08(c), Section 2.13(a), Section 2.13(b),
Section 2.13(c) or Section 2.13(e) in a manner that would alter the manner in which payments are shared, without the written consent of each Lender (including any such Lender that is a Defaulting Lender); 

(5) change Section 2.13(b) or Section 10.02(b)(5) in any material respect without the consent of each
Lender adversely affected thereby (including any such Lender that is a Defaulting Lender); 
 (6) change any of the
provisions of this Section 10.02(b), 10.02(c) or the definition of “Majority Lender”, “Super-Majority Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required
to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender (including any such Lender that is a Defaulting Lender) directly affected thereby; 

(7) change the definition of “Change of Control” without the written consent of Super-Majority Lenders (other than
any Defaulting Lender); 

  
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 (8) release any Guarantor from its obligation under its Guaranty (except as
otherwise permitted herein or in the other Loan Documents), without the written consent of each Lender (other than any Defaulting Lender); or 

(9) except as provided in Article IX or in any Security Instrument, release all or substantially all of the
Collateral, without the written consent of each 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 or the Collateral Trustee hereunder without the prior written consent of the Administrative Agent or the Collateral Trustee, as the case. The
Administrative Agent may also amend Schedule 2.01 to reflect assignments entered into pursuant to Section 10.04. 

(c) Notwithstanding anything herein to the contrary, the Intercreditor Agreement and the Collateral Trust Agreement may be amended in
accordance with their terms, including to add additional Indebtedness as Priority Lien Debt, Parity Lien Debt or Junior Lien Debt and add other parties (or any authorized agent thereof or trustee therefor) holding such Indebtedness thereto and to
establish that the Liens on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral securing the other Priority Lien Debt, Parity Lien Debt or Junior Lien Debt, as applicable, then outstanding. 

(d) Notwithstanding anything to the contrary contained in this Section 10.02, the Administrative Agent may, with the consent of
the Borrower only, amend, modify or supplement this Agreement or any of the other Loan Documents to correct any clerical errors or cure any ambiguity, omission, mistake, defect or inconsistency. 

Section 10.03 Expenses; Indemnity; Damage Waiver. 

(a) The Borrower shall pay (1) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral
Trustee and their respective Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the Collateral Trustee, in connection with the syndication of the credit facilities provided for herein,
the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and
(2) all out-of-pocket expenses incurred by the Administrative Agent, the Collateral Trustee or any Lender, including the fees, charges and disbursements of any
counsel for the Administrative Agent, the Collateral Trustee or any Lender in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans
made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans. 

(b) THE CREDIT PARTIES SHALL INDEMNIFY THE ADMINISTRATIVE AGENT, THE COLLATERAL TRUSTEE AND EACH LENDER, AND EACH RELATED PARTY OF
ANY OF THE FOREGOING PERSONS (EACH SUCH PERSON BEING CALLED AN “INDEMNITEE”) AGAINST, AND HOLD EACH 

  
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INDEMNITEE HARMLESS FROM, ANY AND ALL LOSSES, CLAIMS, DAMAGES, PENALTIES, LIABILITIES 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 (1) THE EXECUTION OR DELIVERY OF THIS AGREEMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY, THE PERFORMANCE BY THE PARTIES HERETO OF
THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR THE CONSUMMATION OF THE TRANSACTIONS OR ANY OTHER TRANSACTIONS CONTEMPLATED HEREBY, (2) ANY LOAN OR THE USE OF THE PROCEEDS THEREFROM, (3) ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OF HAZARDOUS
MATERIALS ON OR FROM ANY PROPERTY OWNED OR OPERATED BY THE BORROWER OR ANY SUBSIDIARY, OR ANY ENVIRONMENTAL LIABILITY RELATED IN ANY WAY TO THE BORROWER OR ANY SUBSIDIARY, OR (4) 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; PROVIDED THAT SUCH INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE TO THE
EXTENT THAT SUCH LOSSES, CLAIMS, DAMAGES, LIABILITIES OR RELATED EXPENSES ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT TO HAVE RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE.

 (c) To the extent that any Credit Party fails to pay any amount required to be paid by it to the Administrative Agent or the
Collateral Trustee under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent or the Collateral Trustee, as the case may be, such Lender’s pro rata share of such unpaid amount with
respect to the amounts to be paid to the Collateral Trustee and such Lender’s Applicable Percentage of such unpaid amount with respect to amounts to be paid to the Administrative Agent (in each case, 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 the Administrative Agent or the Collateral Trustee in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of outstanding Loans (or, if all Loans have been paid in
full, the aggregate remaining Obligations), determined as if no Lender were a Defaulting Lender). 
 (d) TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, THE CREDIT PARTIES SHALL NOT ASSERT, AND HEREBY WAIVE, 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 OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY, THE TRANSACTIONS, ANY LOAN OR THE USE OF THE PROCEEDS THEREOF. 

  
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 (e) All amounts due under this Section shall be payable not later than ten (10) days after
written demand therefor. 
 Section 10.04 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, except that (1) no Credit Party may 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 such Credit
Party without such consent shall be null and void) and (2) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be
construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly
contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. 

(b) 
 (1) Subject
to the conditions set forth in paragraph (b)(2) below, any Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the
Loans at the time owing to it), without the prior written consent of the Administrative Agent or Borrower. 
 (2) Assignments
shall be subject to the following additional conditions: 
 (i) except in the case of an assignment to a Lender, an Affiliate
of a Lender, an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the
date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 (or, if less, the entire remaining amount, unless the Administrative Agent otherwise consents; 

(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights
and obligations in respect of such Lender’s Commitment and such Lender’s Loans under this Agreement; 
 (iii) the
parties to each assignment shall (A) execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent or (B) if previously agreed with the
Administrative Agent, manually execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided that the Administrative Agent may, in its sole discretion, elect
to waive or reduce such processing and recordation fee in the case of any assignment; and 

  
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 (iv) the assignee, if it shall not be a Lender, shall deliver to the
Administrative Agent an Administrative Questionnaire. 
 For the purposes of this Section 10.04(b), the term “Approved
Fund” has the following meaning: 
 “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 (b) an entity or an
Affiliate of an entity that administers or manages a Lender. 
 (3) Subject to acceptance and recording thereof pursuant to
paragraph (b)(iv) of this Section, 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 2.11,
Section 2.12 and Section 10.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.04 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 paragraph (c) of this Section except that any attempted assignment or transfer by any Lender that does not comply with clause (C) of
Section 10.04(b)(ii) shall be null and void. 
 (4) The Administrative Agent, acting for this purpose as an 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 Commitment and Applicable Percentage of, and
principal amount of the Loans 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 Credit Parties, the Administrative
Agent 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 Credit Parties and any Lender, at any reasonable time and from time to time upon reasonable prior notice. 

(5) 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 paragraph (b) of this Section any written consent to such assignment required
by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that if either the assigning Lender or the


  
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assignee shall have failed to make any payment required to be made by it pursuant to Section 2.05, Section 2.13(d) or Section 10.03(c), the Administrative
Agent shall have no obligation to accept such Assignment and Assumption and record the information therein in the Register unless and until such payment shall have been made in full, together with all accrued interest thereon. No assignment shall be
effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph. 
 (c) 

(1) Any Lender may, without the consent of the Borrower or the Administrative Agent, sell participations to one or more banks
or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its 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 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 first proviso to Section 10.02(b) that affects such Participant. The Borrower agrees that each Participant shall be
entitled to the benefits of Sections 2.161 and 2.12 (subject to the requirements and limitations therein, including the requirements under Section 2.12(d) (it being understood that the documentation required under
Section 2.12(d) 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 clause (b) of this Section; provided that such Participant
(A) agrees to be subject to the provisions of Section 2.12 as if it were an assignee under clause (b) of this Section; and (B) shall not be entitled to receive any greater payment under Section 2.11 or
Section 2.12, 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. 
 (2) (ii) To the extent permitted by law, each Participant also shall be
entitled to the benefits of Section 10.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.13(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 this Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any
Participant or any information relating to a Participant’s interest in any Commitments, Loans or its other obligations under any Loan Document) except to the extent that such disclosure is 

  
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necessary to establish that such Commitment, Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. 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. 

(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 central bank having jurisdiction over such Lender, and this Section 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. 

(e) Borrower Buybacks. Notwithstanding anything in this Agreement to the contrary, any Lender may, at any time, assign all or a portion
of its Loans on a non-pro rata basis to the Borrower in accordance with the procedures set forth on Exhibit J, pursuant to an offer made by the Borrower available to all Lenders on a pro rata basis (a “Dutch Auction”),
subject to the following limitations: 
 (1) the Borrower shall represent and warrant, as of the date of the launch of the
Dutch Auction and on the date of any such assignment, that neither it, its Affiliates nor any of its respective directors or officers has any Excluded Information that has not been disclosed to the Lenders generally (other than to the extent any
such Lender does not wish to receive material non-public information with respect to the Borrower or its Subsidiaries or any of their respective securities) prior to such date; 

(2) immediately and automatically, without any further action on the part of the Borrower, any Lender, the Administrative Agent
or any other Person, upon the effectiveness of such assignment of Loans from a Lender to the Borrower, such Loans and all rights and obligations as a Lender related thereto shall, for all purposes under this Agreement, the other Loan Documents and
otherwise, be deemed to be irrevocably prepaid (together with the payment of any applicable Applicable Premium), terminated, extinguished, cancelled and of no further force and effect and the Borrower shall neither obtain nor have any rights as a
Lender hereunder or under the other Loan Documents by virtue of such assignment; 
 (3) the Borrower shall not use the
proceeds of any Loans for any such assignment; and 
 (4) no Default or Event of Default shall have occurred and be
continuing before or immediately after giving effect to such assignment. 
 Section 10.05 Survival. All covenants, agreements,
representations and warranties made by the Credit Parties herein and in the certificates or other instruments delivered 

  
 139 








 
in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the
making of any Loans, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, the Collateral Trustee 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 and so long as the Commitments have not expired or terminated. The provisions of Section 2.11, Section 2.12 and Section 10.03 and Article IX 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 Commitments or the termination of this Agreement or any provision hereof. 

Section 10.06 Counterparts; Integration; Effectiveness. 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. 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 supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES 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. Except as provided in Section 4.02, 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 telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Agreement. 

Section 10.07 Severability. Any provision of this Agreement 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; and the invalidity of a particular
provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. 
 Section 10.08 Right of
Setoff. Subject to the Intercreditor Agreement, 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 at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any
of and all the obligations of any Credit Party now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be
unmatured. The rights of each Lender under this Section 10.08 and Section 7.08 are in addition to other rights and remedies (including other rights of setoff) which such Lender may have. 

  
 140 








 Section 10.09 GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF
PROCESS. 
 (a) THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 

(b) EACH CREDIT PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF ANY
UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN NEW YORK, NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A
FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE
AGENT, THE COLLATERAL TRUSTEE OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AGAINST ANY CREDIT PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. 

(c) EACH CREDIT PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION
WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT. 

(d) EACH PARTY TO THIS AGREEMENT IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.01.
NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY TO THIS AGREEMENT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. 

Section 10.10 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT
IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE 

  
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TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. 
 Section 10.11 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 10.12 Confidentiality. Each of the Administrative Agent, the Collateral Trustee 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 by any regulatory authority or any
self-regulatory authority or agency possessing investigative powers and the ability to sanction members for non-compliance, (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, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an agreement containing
provisions substantially the same as, or otherwise consistent with, those of this Section, to (1) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or
(2) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Credit Parties and their obligations, (g) with the consent of the Borrower, (h) to the extent such Information
(1) becomes publicly available other than as a result of a breach of this Section or (2) becomes available to the Administrative Agent, the Collateral Trustee or any Lender on a nonconfidential basis from a source other than a Credit Party
and (i) to the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the facilities or to market data collectors, similar service providers to the lending industry and service
providers to the Administrative Agent in connection with the administration and management of this Agreement and the Loan Documents. For the purposes of this Section, “Information” means all information received from any Credit
Party relating to any Credit Party or its business, other than any such information that is available to the Administrative Agent, the Collateral Trustee or any Lender on a nonconfidential basis prior to disclosure by any Credit Party;
provided that, in the case of information received from any Credit Party 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 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. In addition, the Administrative Agent, the Collateral Trustee and each Lender may disclose the existence of this Agreement and the information about this Agreement to service providers to the Administrative Agent, the
Collateral Trustee and the Lenders in connection with the administration and management of this Agreement and the other Loan Documents. 

  
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 Section 10.13 Interest Rate Limitation. Notwithstanding anything herein to the
contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively the “Charges”), shall exceed the
maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan
hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the
operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest
thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender. 
 Section 10.14 USA
PATRIOT Act. Each Lender that is subject to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”) hereby notifies each Credit Party that pursuant to the
requirements of the Act, it is required to obtain, verify and record information that identifies each Credit Party, which information includes the name and address of each Credit Party and other information that will allow such Lender to identify
each Credit Party in accordance with the Act. The Borrower shall, upon the request of the Administrative Agent, the Collateral Trustee or any Lender, provide all documentation and other information that the Administrative Agent, the Collateral
Trustee or such Lender reasonably requires to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Act. 

Section 10.15 Flood Insurance Regulation. Notwithstanding any provision in any Mortgage to the contrary, in no event is any
Building (as defined in the applicable Flood Insurance Regulation) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulation) located on the Mortgaged Properties within an area having special flood hazards and in which
flood insurance is available under the National Flood Insurance Act of 1968 included in the definition of “Mortgaged Properties” and no such Building or Manufactured (Mobile) Home shall be encumbered by any such Mortgage. As used herein,
“Flood Insurance Regulations” shall mean (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 statue 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. 
 Section 10.16 No Fiduciary Duty. 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 and each other Credit Party acknowledges and agrees that: (a) (1) the arranging and other
services regarding this Agreement provided by the Administrative Agent and by any lead arranger, syndication agent, 

  
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documentation agent or similar agent hereunder (collectively, the “Agents”), the Collateral Trustee, and the Lenders and each of their respective Affiliates (collectively, solely
for purposes of this Section 10.16, the “Lenders”) are arm’s-length commercial transactions between the Borrower, each other Credit Party and their respective Affiliates, on the one hand, and the Administrative
Agent, the other Agents, the Collateral Trustee and the Lenders, on the other hand, (2) each of the Borrower and the other Credit Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed
appropriate, and (3) the Borrower and each other Credit Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b) (1) the
Administrative Agent, each other Agent, the Collateral Trustee and each Lender 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, any other Credit Party or any of their respective Affiliates, or any other Person and (2) neither the Administrative Agent, any other Agent, the Collateral Trustee nor any Lender has any obligation
to the Borrower, any other Credit Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (c) the Administrative
Agent, the other Agents, the Collateral Trustee and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, the other Credit Parties and their
respective Affiliates, and neither the Administrative Agent, any other Agent, the Collateral Trustee nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Credit Party or any of their respective Affiliates.
The Lenders may have economic interests that conflict with those of the Credit Parties and their respective Subsidiaries and their stockholders and/or their affiliates. Each Credit Party, for itself and on behalf of its Subsidiaries, agrees that
nothing in this Agreement or the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and any Credit Party or its Subsidiaries,
their stockholders or their affiliates, on the other. To the fullest extent permitted by law, each of the Borrower and each other Credit Party hereby waives and releases any claims that it may have against the Administrative Agent, the other Agents,
the Collateral Trustee or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby. Each Credit Party, for itself and its Subsidiaries, agrees that it
will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Party or Subsidiary, in connection with such transaction or the process leading thereto. 

Section 10.17 Intercreditor Agreement and Collateral Trust Agreement. 

(a) Each Lender hereunder (a) acknowledges that it has received a copy of the Intercreditor Agreement and the Collateral Trust Agreement,
(b) consents to the subordination of Liens provided for in the Intercreditor Agreement, (c) agrees that it will be bound by, and will take no actions contrary to, the provisions of the Intercreditor Agreement or to the provisions of the
Collateral Trust Agreement, in each case, as if it was a signatory thereto and (d) authorizes and instructs (1) the Administrative Agent to enter into the Collateral Trust Agreement (including any and all amendments, amendments and
restatements, modifications, supplements and acknowledgements thereto permitted hereby from time to time) as Administrative Agent and (2) the Collateral Trustee to enter into the Intercreditor Agreement and the Collateral Trust


  
 144 








 
Agreement (including, in each case, any and all amendments, amendments and restatements, modifications, supplements and acknowledgements thereto permitted hereby from time to time) as Collateral
Trustee, in each case, on behalf of such Lender, and by its acceptance of the benefits of the Security Instruments, hereby acknowledges and agrees to be bound by all such provisions. Notwithstanding anything herein to the contrary, each Lender, the
Administrative Agent and the Collateral Trustee acknowledges that the Lien and security interest granted to the Collateral Trustee pursuant to the Security Instruments and the exercise of any right or remedy by the Administrative Agent and/or the
Collateral Trustee thereunder, are subject to the provisions of the Intercreditor Agreement and the Collateral Trust Agreement. In the event of a conflict or any inconsistency between the terms of the Intercreditor Agreement or the Collateral Trust
Agreement and the Security Instruments, the terms of the Intercreditor Agreement or the Collateral Trust Agreement, as applicable, shall prevail. In the event of a conflict or any inconsistency between the terms of the Intercreditor Agreement and
the Collateral Trust Agreement, the terms of the Intercreditor Agreement shall prevail. The foregoing provisions are intended as an inducement to the First Lien Lenders to permit the incurrence of Obligations under this Agreement and to extend
credit to the Borrower and such lenders are intended third party beneficiaries of such provisions. 
 (b) The Administrative Agent and each
holder of the Obligations, for the benefit of all holders of existing and future Priority Lien Debt, the Priority Lien Collateral Agent, each existing and future holder of Priority Liens, all holders of each existing and future Series of Parity Lien
Debt, the Collateral Trustee and each existing and future holder of Parity Liens: 
 (1) hereby agrees that all Parity Lien
Obligations will be and are secured equally and ratably by all Parity Liens at any time granted by the Borrower or any Guarantor to secure any of the Obligations, whether or not upon property otherwise constituting Collateral, and that all such
Parity Liens will be enforceable by the Collateral Trustee for the benefit of all holders of Parity Lien Obligations equally and ratably; 

(2) hereby agrees that the Administrative Agent and the holders of the Obligations are bound by the provisions of the
Intercreditor Agreement and the Collateral Trust Agreement, including the provisions relating to the ranking of Priority Liens, Parity Liens and Junior Liens and the order of application of proceeds from the enforcement of Priority Liens, Parity
Liens and Junior Liens; and 
 (3) hereby appoints the Collateral Trustee and consents to the terms of the Intercreditor
Agreement and the performance by the Collateral Trustee of, and directs the Collateral Trustee to perform, its obligations under the Collateral Trust Agreement, the Parity Security Documents and the Intercreditor Agreement, together with all such
powers as are reasonably incidental thereto. 
 Section 10.18 Additional Indebtedness. In connection with the incurrence by any
Credit Party of any Priority Lien Obligations, Parity Lien Obligations or Junior Lien Obligations permitted to be incurred pursuant to the terms hereof and of any other then outstanding Priority Lien Documents, Parity Lien Documents and Junior Lien
Documents, each of the Administrative 

  
 145 








 
Agent and the Collateral Trustee agree to execute and deliver any necessary supplements, joinders or confirmations to the Intercreditor Agreement and Collateral Trust Agreement and any
amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to any Security Instrument, and to make or consent to any filings or take any other actions in connection therewith, as may be reasonably
deemed by the Borrower to be necessary or reasonably desirable for any Lien on the assets of any Credit Party permitted to secure such Indebtedness to become a valid, perfected lien (with such priority as may be designated by the relevant Credit
Party to the extent such priority is permitted by the Loan Documents) pursuant to the Security Instrument being so amended, amended and restated, restated, waived, supplemented or otherwise modified or otherwise. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their
respective authorized officers as of the day and year first above written. 
  

					
	BORROWER:
	
	EXCO RESOURCES, INC.
		
	By:	 	 /s/ William L. Boeing

		 	Name:	 	William L. Boeing
		 	Title:  Vice President, General Counsel, and Secretary
	
	GUARANTORS:
	
	EXCO HOLDING (PA), INC.
	EXCO PRODUCTION COMPANY (PA), LLC
	EXCO PRODUCTION COMPANY (WV), LLC
	EXCO RESOURCES (XA), LLC
	EXCO SERVICES, INC.
	EXCO MIDCONTINENT MLP, LLC
	EXCO PARTNERS GP, LLC
	EXCO PARTNERS OLP GP, LLC
	EXCO HOLDING MLP, INC.
	EXCO LAND COMPANY, LLC
		
	By:	 	 /s/ William L. Boeing

		 	Name:	 	William L. Boeing
		 	Title:  Vice President, General Counsel, and Secretary
	
	EXCO OPERATING COMPANY, LP
		
	By:	 	EXCO Partners OLP GP, LLC
		 	its general partner
		
	By:	 	 /s/ William L. Boeing

		 	Name:	 	William L. Boeing
		 	Title:  Vice President, General Counsel, and Secretary



  
 EXCO TERM CREDIT
AGREEMENT – Signature Page 








 
					
	EXCO GP PARTNERS OLD, LP
		
	By:	 	EXCO Partners GP, LLC
		 	its general partner
		
	By:	 	 /s/ William L. Boeing

		 	Name:	 	William L. Boeing
		 	Title:  Vice President, General Counsel, and Secretary



  
 EXCO TERM CREDIT
AGREEMENT – Signature Page 








 
					
	WILMINGTON TRUST, NATIONAL
	ASSOCIATION, as Administrative Agent
		
	By:	 	 /s/ Meghan H. McCauley

		 	Name:	 	Meghan H. McCauley
		 	Title:	 	Assistant Vice President



  
 EXCO TERM CREDIT
AGREEMENT – Signature Page 








 
					
	WILMINGTON TRUST, NATIONAL
	ASSOCIATION, as Collateral Trustee
		
	By:	 	 /s/ Meghan H. McCauley

		 	Name:	 	Meghan H. McCauley
		 	Title:	 	Assistant Vice President



  
 EXCO TERM CREDIT
AGREEMENT – Signature Page 








 
					
	LENDERS:
	
	BAYSIDE PARTNERS LLC
	DNSMORE LLC
	GENDOS LLC
	GENTRACE LLC
	GENUNO LLC
	MOUNTE LLC
	NPI LLC
	SILVER ROCK FINANCIAL LLC
	WELLWATER LLC
		
	By:	 	 /s/ Jeffrey Green

		 	Name:	 	Jeffrey Green
		 	Title:	 	Authorized Signatory



  
 EXCO TERM CREDIT
AGREEMENT – Signature Page 








 
			
	Neuberger Berman Fixed Income LLC, on
	     behalf of funds and accounts it manages as set

    forth on the following page

		
	By:	 	 /s/ Patrick H. Flynn

		 	Name: Patrick H. Flynn
		 	Title:   Managing Director



  
 EXCO TERM CREDIT
AGREEMENT – Signature Page 








 Inter-American Development Bank 

Maryland State Retirement and Pension System 
 Master Pension
Trust CSX Corporation and Affiliated Companies 
 Montana Board of Investments 

National Rural Electric Cooperative Association 
 NB Distressed
Debt Investment Fund Limited 
 NB Distressed Debt Master Fund LP 

Neuberger Berman High Income Bond Fund 
 Neuberger Berman High
Income Fund LLC 
 Neuberger Berman Investment Funds PLC, Neuberger Berman High Yield Bond Fund 

Neuberger Berman High Yield Strategies Fund Inc. 
 Neuberger
Berman Short Duration High Yield Fund 
 Neuberger Berman Investment Funds PLC, Neuberger Berman Short Duration High Yield Fund 

Northern Multi-Managers High Yield Opportunity Fund 
 NTCC
Collective Funds for Employee Benefit Trusts 
 Ohio Police & Fire Pension Fund 

Orizaba, LP 
 Plumbers and Pipefitters National Pension Fund 

Principal Funds, Inc. - High Yield Fund I 
 Ohio Public Employees
Retirement System 
 Retirement Annuity Plan for Employees of the Army & Air Force Exchange Service Trust 

Stichting Bedrijfstakpensioenfonds voor het Schilders - Afwerkings – en Glaszetbedrijf 

Stichting Bewaarder Syntrus Achmea Global High Yield Pool 

Stichting Pensioenfonds voor Fysiotherapeuten 
 The New York City
Employees’ Retirement System 
 The New York City Police Pension Fund 

The Teachers’ Retirement System of the City of New York 

Trust for the Retiree Medical, Dental and Life Insurance Plan of the Army & Air Force Exchange Service 

  
 EXCO TERM CREDIT
AGREEMENT – Signature Page 








 
			
	LENDERS
	
	OZ Natural Resource Investors, Ltd.
	
	 /s/ Joel Frank

	Name:	 	Joel Frank
	Title:	 	Secretary and Treasurer
	
	OZ Domestic Partners, L.P.
	OZ Domestic Partners II, L.P.
	OZ Enhanced Domestic Partners, L.P.
	OZ Credit Opportunities Domestic Partners, L.P.
	Goldman Sachs & Co. Profit Sharing Master Trust
	OZSC II, L.P.
	OZ Eureka Fund, L.P.
		
	By:	 	OZ Management II, LP, the Investment
		 	Manager of the above entities
	By:	 	Och-Ziff Holding II LLC, its General Partner
	By:	 	OZ Management LP, its Member
	By:	 	Och-Ziff Holding Corporation, its General Partner
	
	 /s/ Joel Frank

	Name:	 	Joel Frank
	Title:	 	Chief Financial Officer



  
 EXCO TERM CREDIT
AGREEMENT – Signature Page 








 
			
	CLAREN ROAD CREDIT MASTER FUND, LTD., as a Lender
		
	By:	 	 /s/ Albert Marino

		 	Name: Albert Marino
		 	Title:   Director



  
 EXCO TERM CREDIT
AGREEMENT – Signature Page 








 
			
	CLAREN ROAD CREDIT OPPORTUNITIES MASTER FUND, LTD., as a Lender
		
	By:	 	 /s/ Albert Marino

		 	Name: Albert Marino
		 	Title:   Director



  
 EXCO TERM CREDIT
AGREEMENT – Signature Page 








 
			
	PINE RIVER MASTER FUND LTD.
	
	By: Pine River Capital Management L.P., its Investment Manager
		
	By:	 	 /s/ Jeff Stolt

		 	Name: Jeff Stolt
		 	Title:   Chief Financial Officer
	
	PINE RIVER CREDIT RELATIVE VALUE MASTER FUND LTD.
	
	By: Pine River Capital Management L.P., its Investment Manager
		
	By:	 	 /s/ Jeff Stolt

		 	Name: Jeff Stolt
		 	Title:   Chief Financial Officer
	
	LMA SPC FOR AND ON BEHALF OF MAP 89 SEGREGATED PORTFOLIO
	
	By: Pine River Capital Management L.P., its Investment Manager
		
	By:	 	 /s/ Jeff Stolt

		 	Name: Jeff Stolt
		 	Title:   Chief Financial Officer
	
	PINE RIVER BAXTER FUND LTD.
	
	By: Pine River Capital Management L.P., its Investment Manager
		
	By:	 	 /s/ Jeff Stolt

		 	Name: Jeff Stolt
		 	Title:   Chief Financial Officer



  
 EXCO TERM CREDIT
AGREEMENT – Signature Page 








 
			
	PINE RIVER DEERWOOD FUND LTD.
	
	By: Pine River Capital Management L.P., its Investment Manager
		
	By:	 	 /s/ Jeff Stolt

		 	Name: Jeff Stolt
		 	Title:   Chief Financial Officer
	
	PINE RIVER FIXED INCOME MASTER FUND LTD.
	
	By: Pine River Capital Management L.P., its Investment Manager
		
	By:	 	 /s/ Jeff Stolt

		 	Name: Jeff Stolt
		 	Title:   Chief Financial Officer



  
 EXCO TERM CREDIT
AGREEMENT – Signature Page 








 
			
	FRANKLIN CUSTODIAN FUNDS – FRANKLIN INCOME FUND
	
	By: Franklin Advisers, as investment manager
		
	By:	 	 /s/ Ed Perks

		 	Name: Ed Perks
		 	Title:   Executive Vice President



  
 EXCO TERM CREDIT
AGREEMENT – Signature Page