Exhibit 10.2


 


Execution Version


 





 



 


SEVENTH AMENDMENT


 


to






FIFTH AMENDED AND RESTATED CREDIT AGREEMENT


 


among


 


LAREDO PETROLEUM, INC.,


as Borrower,


 


WELLS FARGO BANK, N.A.,


as Administrative Agent,


 


the Guarantors Signatory Hereto,


 


and


 


the Banks Signatory Hereto


 





 



 






     


     


    

 


SEVENTH AMENDMENT TO


FIFTH AMENDED AND RESTATED CREDIT AGREEMENT


 


This Seventh Amendment to
Fifth Amended and Restated Credit Agreement (this “Seventh Amendment”), dated as of July 16, 2021 (the “Seventh
Amendment Effective Date”), is among Laredo Petroleum, Inc., a corporation formed under the laws of the State of Delaware (“Borrower”);
each of the undersigned guarantors (the “Guarantors”, and together with Borrower, the “Credit Parties”);
each of the Banks party hereto; and Wells Fargo Bank, N.A., as administrative agent for the Banks (in such capacity, together with its
successors, “Administrative Agent”).


 


Recitals


 


A.       Borrower,
Administrative Agent and the Banks (other than the New Banks (as defined below)) are parties to that certain Fifth Amended and Restated
Credit Agreement dated as of May 2, 2017 (as amended prior to the date hereof, the “Credit Agreement”), pursuant to
which the Banks (other than the New Banks) have, subject to the terms and conditions set forth therein, made certain credit available
to and on behalf of Borrower.


 


B.       Borrower
and Administrative Agent have requested that KeyBank National Association, Mizuho Bank, Ltd., Texas Capital Bank, N.A., and Zions Bancorporation,
N.A. (each a “New Bank”, collectively, the “New Banks”) each become a Bank under the Credit Agreement
with an Elected Commitment and a Maximum Credit Amount in the amounts as shown for such New Banks on Schedule 1 to the Credit Agreement
(as amended hereby).


 


C.       Borrower
has advised Administrative Agent that each of ABN AMRO Capital USA LLC, Barclays Bank PLC, BMO Harris Financing, Inc., BOKF, NA dba Bank
of Oklahoma, Credit Suisse AG, Cayman Islands Branch, Goldman Sachs Bank USA, Societe Generale, and The Bank of Nova Scotia, Houston Branch
(each an “Exiting Bank, collectively, the “Exiting Banks”) no longer wishes to be a Bank under the Credit
Agreement and has requested that each Exiting Bank’s Elected Commitment and Maximum Credit Amount under the Credit Agreement be
reallocated to the Banks (including the New Banks) as shown on Schedule 1 to the Credit Agreement (as amended hereby).


 


D.       The
parties hereto desire to enter into this Seventh Amendment to amend the Credit Agreement as set forth herein and to be effective as of
the Seventh Amendment Effective Date.


 


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


 


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


 






    Page 1 


     


    

 


Section 2.               
Amendments to Credit Agreement. In reliance on the representations, warranties, covenants and agreements contained in this Seventh Amendment,
and subject to the satisfaction of the conditions precedent set forth in Section 5 hereof, effective as of the Seventh Amendment
Effective Date:


 


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


 


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


 


2.3    
Exhibit M attached hereto is hereby added as Exhibit M to the Credit Agreement and shall be deemed to be attached as Exhibit
M to the Credit Agreement.


 


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


 


Section
3.                Elected
Commitments. In reliance on the covenants and agreements contained in this Seventh Amendment, and subject to the satisfaction of the
conditions precedent set forth in Section 5 hereof, each Bank (including the New Banks) hereby agrees that its Elected Commitment under
the Credit Agreement effective as of the Seventh Amendment Effective Date shall be the amount set forth opposite such Bank’s name
on Schedule 1 to the Credit Agreement (as amended hereby) under the caption “Elected Commitment”. Borrower, Administrative
Agent and the Banks (including the New Banks) hereby agree that (i) each Bank (including each New Bank) that has outstanding Loans (and
participations in Letters of Credit) in amounts less than its Commitment Percentage of all outstanding Loans (and participations in Letters
of Credit) shall purchase outstanding Loans (and participations in Letters of Credit) from Banks that have outstanding Loans (and participations
in Letters of Credit) in amounts greater than their Commitment Percentage of all outstanding Loans (and participations in Letters of Credit)
such that each Bank holds Loans (and participations in Letters of Credit) in its Commitment Percentage of all outstanding Loans (and participations
in Letters of Credit), and (ii) the adjustments, if any, in the Aggregate Elected Commitment Amounts pursuant to this Seventh Amendment
shall be deemed to occur simultaneously with the Seventh Amendment Effective Date.


 






    Page 2 


     


    

 


Section
4.                New
Banks. Each New Bank hereby joins in, becomes a party to, and agrees to comply with and be bound by the terms and conditions of
the Credit Agreement as a Bank thereunder and under each and every other Loan Papers to which any Bank is required to be bound by
the Credit Agreement, to the same extent as if the New Bank was an original signatory thereto. Each New Bank hereby appoints and
authorizes Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the
Credit Agreement as are delegated to Administrative Agent by the terms thereof, together with such powers and discretion as are
reasonably incidental thereto. Each New Bank represents and warrants that (i) it has full power and authority, and has taken all
action necessary, to execute and deliver this Seventh Amendment, to consummate the transactions contemplated hereby and to become a
Bank under the Credit Agreement, (ii) it has received a copy of the Credit Agreement and copies of the most recent financial
statements delivered or deemed delivered by the Borrower pursuant to Section 8.1 thereof, and such other documents and information
as it has deemed appropriate to make its own credit analysis and decision to enter into this Seventh Amendment and to become a Bank
on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any
other Bank, (iii) it satisfies the requirements in the Credit Agreement that are required to be satisfied by it in order to become a
Bank and (d) from and after the Seventh Amendment Effective Date, it shall be a party to and be bound by the provisions of the
Credit Agreement and the other Loan Papers and have the rights and obligations of a Bank thereunder.


 


Section
5.                Conditions
Precedent. The effectiveness of this Seventh Amendment is subject to the following:


 


5.1    Administrative Agent shall have received counterparts of this Seventh Amendment from the Credit Parties and all of the Banks (including
the New Banks and the Exiting Banks).


 


5.2     Administrative Agent shall have received all fees, including fees received on behalf of, and delivered to, the Banks, due and payable
on or prior to the Seventh Amendment Effective Date pursuant to the Engagement Letter dated as of July 8, 2021 among Borrower, Wells Fargo
Bank, N.A. and Wells Fargo Securities, LLC.


 


5.3     Administrative Agent shall have received duly executed Notes payable to each Bank (including each New Bank) requesting a Note (or
amendment and restatement thereof, as the case may be) in a principal amount equal to its Maximum Credit Amount (as amended hereby) dated
as of the date hereof.


 


5.4    
Contemporaneously with the Seventh Amendment Effective Date, the Borrower shall have issued new Senior Notes under a Senior Indenture
in a principal amount not less than $300,000,000.


 


5.5     Administrative Agent and the Banks shall have received a copy of the preliminary offering memorandum, the final offering memorandum
and any other material documents relating to the offering of new Senior Notes on the Seventh Amendment Effective Date.


 


5.6     Administrative Agent shall have received from each New Bank an Administrative Questionnaire.


 


5.7     On a pro forma basis, Borrower shall have Revolving Availability plus unrestricted and unencumbered cash and Cash Equivalents in
an amount not less than $200,000,000.


 


5.8     Administrative Agent shall have received each of the following documents, instruments and agreements, each of which shall be in
form and substance and executed in such counterparts as shall be acceptable to Administrative Agent and each of which shall, unless otherwise
indicated, be dated the Seventh Amendment Effective Date:


 


(a)              
an opinion of Akin Gump Strauss Hauer & Feld LLP, counsel to Borrower, favorably opining as to such New York and Texas law-matters
as Administrative Agent may request, in form and substance satisfactory to Administrative Agent;


 


(b)              
 copies of the certificate of incorporation or certificate of formation, and all amendments thereto, of Borrower and each other
Credit Party accompanied by a certificate that such copy is true, correct and complete issued by the appropriate Governmental Authority
of the State of Delaware and accompanied by a certificate of the Secretary or comparable Authorized Officer of Borrower and each other
Credit Party that such copy is true, correct and complete as of the Seventh Amendment Effective Date;


 






    Page 3 


     


    

 


(c)              
copies of the bylaws or limited liability company agreement, and all amendments thereto, of Borrower and each other Credit Party,
accompanied by a certificate of the Secretary or comparable Authorized Officer of Borrower and each other Credit Party that each such
copy is true, correct and complete as of the Seventh Amendment Effective Date;


 


(d)              
certain certificates and other documents issued by the appropriate Governmental Authorities of the states of formation and the
other states, as applicable, which may be dated prior to the Seventh Amendment Effective Date, relating to the existence of each Credit
Party and to the effect that each applicable Credit Party is organized or qualified to do business in such jurisdiction is in good standing
with respect to the payment of franchise and similar Taxes and is duly qualified to transact business in such jurisdictions;


 


(e)              
a certificate of incumbency of all officers of Borrower and each other Credit Party who will be authorized to execute or attest
to any Loan Paper executed by the Secretary or comparable Authorized Officer of Borrower and each other Credit Party; and


 


(f)               
copies of resolutions or comparable authorizations and consents approving the Loan Papers and authorizing the transactions contemplated
by this Seventh Amendment and the other Loan Papers, duly adopted by the Board of Directors (or similar managing body) of Borrower and
each other Credit Party, accompanied by certificates of the Secretary or comparable officer of Borrower and each other Credit Party that
such copies are true and correct copies of resolutions duly adopted at a meeting of or (if permitted by applicable Law and, if required
by such Law, by the Bylaws, or other charter documents of Borrower and each other Credit Party) by the unanimous written consent of the
Board of Directors (or similar managing body) of Borrower and each other Credit Party, and that such resolutions constitute all the resolutions
adopted with respect to such transactions, have not been amended, modified, or revoked in any respect, and are in full force and effect
as of the Seventh Amendment Effective Date.


 


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


 


Section
7.                Miscellaneous.


 


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


 






    Page 4 


     


    

 


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


 


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


 


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


 


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


 


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


 


7.7          Severability. Any provision of this Seventh Amendment which is prohibited or unenforceable in any jurisdiction shall, as
to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions
hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction.


 






    Page 5 


     


    

 


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


 


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


 


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


 


7.11        Exiting Banks. By its execution of this Seventh Amendment, each Exiting Bank hereby (a) consents to this Seventh Amendment
solely in its capacity as an Exiting Bank, and (b) acknowledges and agrees to Section 3 of this Seventh Amendment. Each of the parties
hereto hereby agrees and confirms that from and after the Seventh Amendment Effective Date, (i) each Exiting Bank shall cease to be a
party to the Credit Agreement, (ii) no Exiting Bank shall have any obligations or liabilities under the Credit Agreement and, without
limiting the foregoing, no Exiting Bank shall have any Commitment under the Credit Agreement and (iii) no Exiting Bank shall have any
rights under the Credit Agreement or any other Loan Paper (other than rights under the Credit Agreement expressly stated to survive the
termination of such agreement and the repayment of amounts outstanding thereunder, including under Sections 2.1(b), 14.3(b) and 14.5 of
the Credit Agreement).


 


[signature pages follow]


 






    Page 6 


     


    

 


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


 


	BORROWER:	
    

    LAREDO PETROLEUM, INC.

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



 


Signature
Page To Seventh Amendment to


Fifth Amended
And Restated Credit Agreement


  






     


     


    




 






 


	 	WELLS FARGO BANK, N.A.,
	 	as Administrative Agent and as a Bank
	 	 	 
	 	 	 
	 	By:	/s/ Muhammad A. Dhamani
	 	Name:	Muhammad A. Dhamani
	 	Title:	Managing Director



 


Signature
Page to Seventh Amendment to


Fifth
Amended and Restated Credit Agreement


 






    


     


    

 


	 	BANK OF AMERICA, N.A.,
	 	as a Bank
	 	 	 
	 	 	 
	 	By:	/s/ Ronald E. McKaig
	 	Name:	Ronald E. McKaig
	 	Title:   	Managing Director



 


Signature
Page to Seventh Amendment to


Fifth
Amended and Restated Credit Agreement





 






    


     


    

 


	 	CAPITAL ONE, NATIONAL ASSOCIATION, 

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



 


Signature
Page to Seventh Amendment to


Fifth
Amended and Restated Credit Agreement



 






    


     


    

 


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



 


Signature
Page to Seventh Amendment to


Fifth
Amended and Restated Credit Agreement



 






    


     


    

 


	 	COMERICA BANK,
	 	as a Bank
	 	 	 
	 	 	 
	 	By:	/s/ Garrett R. Merrell
	 	Name:	Garrett R. Merrell
	 	Title:   	Senior Vice President



 


Signature
Page to Seventh Amendment to


Fifth
Amended and Restated Credit Agreement



 






    


     


    

 


	 	TRUIST BANK, formerly known as BRANCH BANKING AND TRUST COMPANY,
	 	as a Bank
	 	 	 
	 	 	 
	 	By:	/s/ James Giordano
	 	Name:	James Giordano
	 	Title:   	Managing Director



 


Signature
Page to Seventh Amendment to


Fifth
Amended and Restated Credit Agreement



 






    


     


    

 


	 	CITIBANK, N.A.,
	 	as a Bank
	 	 	 
	 	 	 
	 	By:	/s/ Jarrod Bourgeois
	 	Name:	Jarrod Bourgeois
	 	Title:   	Director
	 	 	 



 


Signature
Page to Seventh Amendment to


Fifth
Amended and Restated Credit Agreement



 






    


     


    

 


	 	KEYBANK NATIONAL ASSOCIATION,
	 	as a New Bank
	 	 	 
	 	 	 
	 	By:	/s/ Benjamin Brollier
	 	Name:	Benjamin Brollier
	 	Title:   	Vice President



 


Signature
Page to Seventh Amendment to


Fifth
Amended and Restated Credit Agreement



 






    


     


    

 


	 	MIZUHO BANK, LTD.,
	 	as a New Bank
	 	 	 
	 	 	 
	 	By:	/s/ Edward Sacks
	 	Name:	Edward Sacks
	 	Title:   	Authorized Signatory



 


Signature
Page to Seventh Amendment to


Fifth
Amended and Restated Credit Agreement



 






    


     


    

 


	 	TEXAS CAPITAL BANK, N.A.,
	 	as a New Bank
	 	 	 
	 	 	 
	 	By:	/s/ Quinn Markham
	 	Name:	Quinn Markham
	 	Title:   	Senior Vice President



 


Signature
Page to Seventh Amendment to


Fifth
Amended and Restated Credit Agreement



 






    


     


    

 





	 	ZIONS BANCORPORATION, N.A. dba
	 	AMEGY BANK
	 	as a New Bank
	 	 	 
	 	 	 
	 	By:	/s/ Matt Lang
	 	Name:	Matt Lang
	 	Title:   	Vice President - Amegy Bank Division



 


Signature
Page to Seventh Amendment to


Fifth
Amended and Restated Credit Agreement



 






    


     


    

 












	 
	 	ABN AMRO Capital USA LLC,
	 	as an Exiting Bank
	 
	 	By:	/s/ Darrell Holley
	 	Name:  Darrell Holley
	 	Title: Managing Director
	 	 
	 	By:	/s/ Beth Johnson
	 	Name: Beth Johnson
	 	Title: Executive Director




 


Signature
Page to Seventh Amendment to


Fifth
Amended and Restated Credit Agreement



 






     


     


    

 


	 	BARCLAYS BANK PLC,
	 	as an Exiting Bank
	 	 
	 	By:	/s/ Christopher M. Aitkin
	 	Name: Christopher M. Aitkin
	 	Title: Vice President




 


Signature
Page to Seventh Amendment to


Fifth
Amended and Restated Credit Agreement



 






     


     


    

 


	 	BMO HARRIS FINANCING, INC.,
	 	as an Exiting Bank
	 	 
	 	By:	/s/ Hill Taylor
	 	Name: Hill Taylor
	 	Title: Vice President




 


Signature
Page to Seventh Amendment to


Fifth
Amended and Restated Credit Agreement



 






     


     


    

 


	 	BOKF, NA dba BANK OF OKLAHOMA,
	 	as an Exiting Bank
	 	 
	 	By:	/s/ Tyler Thalken
	 	Name:  Tyler Thalken
	 	Title: Vice President




 


Signature
Page to Seventh Amendment to


Fifth
Amended and Restated Credit Agreement



 






     


     


    

 


	 	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,
	 	as an Exiting Bank
	 	 
	 	By:	/s/ Nupur Kumar
	 	Name:  Nupur Kumar
	 	Title: Authorized Signatory
	 	 
	 	By:	/s/ Dan Kogan
	 	Name:   Dan Kogan
	 	Title: Authorized Signatory




 


Signature
Page to Seventh Amendment to


Fifth
Amended and Restated Credit Agreement



 






     


     


    

 


	 	GOLDMAN SACHS BANK USA,
	 	as an Exiting Bank
	 	 
	 	By:	/s/ Jacob Elder
	 	Name: Jacob Elder
	 	Title: Authorized Signatory




 


Signature
Page to Seventh Amendment to


Fifth
Amended and Restated Credit Agreement



 






     


     


    

 


	 	SOCIETE GENERALE,
	 	as an Exiting Bank
	 	 
	 	By:	/s/ Roberto Simon
	 	Name:  Roberto Simon
	 	Title: Managing Director




 


Signature
Page to Seventh Amendment to


Fifth
Amended and Restated Credit Agreement



 



     


     


    

 





	 	THE BANK OF NOVA SCOTIA, HOUSTON BRANCH,
	 	as an Exiting Bank
	 	 
	 	By:	/s/ Marc Graham
	 	Name: Marc Graham
	 	Title: Managing Director




 


Signature
Page to Seventh Amendment to


Fifth
Amended and Restated Credit Agreement



 






     


     


    


 





 


SCHEDULE 1


 


	Bank	 	Maximum Credit Amount	 	 	Elected Commitment	 	 	Commitment Percentage	 
	Wells Fargo Bank, N.A.	 	$	248,275,862.07	 	 	$	90,000,000.00	 	 	 	12.413793103	%
	Bank of America, N.A.	 	$	226,206,896.54	 	 	$	82,000,000.00	 	 	 	11.310344828	%
	BBVA USA	 	$	190,344,827.59	 	 	$	69,000,000.00	 	 	 	9.517241379	%
	Capital One, National Association	 	$	190,344,827.59	 	 	$	69,000,000.00	 	 	 	9.517241379	%
	Citibank, N.A.	 	$	190,344,827.59	 	 	$	69,000,000.00	 	 	 	9.517241379	%
	KeyBank National Association	 	$	190,344,827.59	 	 	$	69,000,000.00	 	 	 	9.517241379	%
	Mizuho Bank, Ltd.	 	$	190,344,827.59	 	 	$	69,000,000.00	 	 	 	9.517241379	%
	Texas Capital Bank, N.A.	 	$	190,344,827.59	 	 	$	69,000,000.00	 	 	 	9.517241379	%
	Truist Bank	 	$	190,344,827.59	 	 	$	69,000,000.00	 	 	 	9.517241379	%
	Comerica Bank	 	$	96,551,724.13	 	 	$	35,000,000.00	 	 	 	4.827586207	%
	Zions Bancorporation, N.A.	 	$	96,551,724.13	 	 	$	35,000,000.00	 	 	 	4.827586207	%
	Totals:	 	$	2,000,000,000.00	 	 	$	725,000,000.00	 	 	 	100.00	%



 



     


     


    




 


	Administrative Agent	Address for Notice
	Wells Fargo Bank, N.A.	
    Credit Contact:

    1000 Louisiana Street, Suite 1000

    Houston, TX 77002

    Attn:         Muhammad A. Dhamani

    Tel:           512-294-1817

    Email: Muhammad.Dhamani@wellsfargo.com

     

    Primary Operations Contact:

    1525 W WT Harris Blvd, 1st Floor

    Charlotte, NC 28262-8522

    MAC D1109-019

    Attn:Agency Services

    Tel:       704-590-2706

    Fax:      704-590-2782



 






     


     


    

 



 


EXHIBIT M


 


FORM OF AVAILABLE FREE CASH FLOW
CERTIFICATE


 


The undersigned hereby certifies
on behalf of Laredo Petroleum, Inc., a Delaware corporation (the “Borrower”), that he/she is an Authorized Officer
of the Borrower and that as such he/she is authorized to execute this certificate on behalf of the Borrower. With reference to that certain
Fifth Amended and Restated Credit Agreement dated as of May 2, 2017 (together with all amendments, restatements, supplements or other
modifications thereto, the “Credit Agreement”; each capitalized term used herein having the same meaning given to it
in the Credit Agreement unless otherwise specified) among the Borrower, Wells Fargo Bank, N.A., as Administrative Agent for the Banks,
and the Banks which are or become parties thereto, the undersigned certifies on behalf of the Borrower (and not individually) as follows:


 


(a)       Attached
hereto as Schedule 1 are reasonably detailed calculations demonstrating that the amount of Free Cash Flow for the most recent four
fiscal quarter period ended prior hereto for which the financial statements have been delivered or deemed delivered for the Borrower pursuant
to Section 8.1 of the Credit Agreement, as applicable, is $[______________].


 


(b)       The
amount of Available Free Cash Flow as of the date hereof is $[______________].


 


(c)       The
amount of Available Free Cash Flow immediately after giving effect to [the Distributions permitted and made pursuant to Section
9.2(b)][the Redemptions permitted and made pursuant to Section 9.13(a)(i)] of the Credit Agreement on [__________],
20[__] is $[______________].


 


[Signature Page Follows]


 









     


     


    

 


EXECUTED AND DELIVERED as of the date first written
above.


 


	 	LAREDO PETROLEUM, INC.
	 	 
	 	By:	 
	 	Name:	         
	 	Title:	 




 






     


     


    

 


SCHEDULE 1


TO EXHIBIT M


 


FREE CASH FLOW CALCULATIONS


 


[Attached.]


 






     


     


    

  


ANNEX A


 


Amended Credit Agreement


 


[See Attached.]

 






     


     


    

 


Execution
Version


 


ANNEX A TO SIXTHSEVENTH
AMENDMENT


 





 



 


FIFTH AMENDED AND RESTATED

CREDIT AGREEMENT


 


DATED AS OF

MAY 2, 2017


 


AMONG


 


LAREDO PETROLEUM, INC.,

AS BORROWER


 


THE FINANCIAL INSTITUTIONS LISTED ON SCHEDULE
1 HERETO,

AS BANKS,


 


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


 


BANK OF AMERICA, N.A., BMO
HARRIS FINANCING, INC. AS SYNDICATION

 AGENT,


 


AND
BBVA
USA, CAPITAL ONE, NATIONAL ASSOCIATION,


 


AS
CO-SYNDICATION AGENTS, CITIBANK,
N.A., KEYBANK NATIONAL

 ASSOCIATION, MIZUHO BANK, LTD.,

TEXAS CAPITAL BANK, N.A., SOCIETE GENERALE AND THETRUIST
BANK OF 

NOVA SCOTIA,


 


AS CO-DOCUMENTATION
AGENTS


 


AND


 


WELLS FARGO SECURITIES, LLC, BMO
CAPITAL MARKETS CORPBOFA 

SECURITIES, INC.,


BBVA
USA, CAPITAL ONE, NATIONAL ASSOCIATION AND,

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,CITIBANK,
N.A.,

KEYBANK NATIONAL ASSOCIATION,

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


 


AS JOINT LEAD ARRANGERS
AND JOINT BOOKRUNNERS


 





 



 






     


     


    

 


TABLE OF CONTENTS


 


Page No.


 


	ARTICLE I TERMS DEFINED	1




 


	 	Section 1.1	Terms Defined Above	1
	 	Section 1.2	Certain Defined Terms	1
	 	Section 1.3	Accounting Terms and Determinations	3632
	 	Section 1.4	Classification of Loans and Borrowings	3732
	 	Section 1.5	Interpretation	3733
	 	Section 1.6	Rates	3733
	 	Section 1.7	Divisions	34




 


	ARTICLE II THE CREDIT FACILITIES	3834




 


	 	Section 2.1	Commitments	3834
	 	Section 2.2	Method of Borrowing	4250
	 	Section 2.3	Method of Requesting Letters of Credit	4351
	 	Section 2.4	Notes	4351
	 	Section 2.5	Interest Rates; Payments	4452
	 	Section 2.6	Mandatory Prepayments	4654
	 	Section 2.7	Voluntary Prepayments	4654
	 	Section 2.8	Mandatory Termination of Commitments; Termination Date and Maturity	4654
	 	Section 2.9	Voluntary Reduction of Aggregate Maximum Credit Amount	4654
	 	Section 2.10	Application of Payments	4755
	 	Section 2.11	Commitment Fee	4735
	 	Section 2.12	Letter of Credit Fees and Letter of Credit Fronting Fees	4735
	 	Section 2.13	Agency and Other Fees	4735
	 	Section 2.14	Loans and Borrowings Under Existing Credit Agreement	4735
	 	Section 2.15	Automatic Debt Issuance Borrowing Base Adjustments	4836
	 	Section 2.16	Increases, Reductions and Terminations of Aggregate Elected Commitment Amount	4836




 


	ARTICLE III GENERAL PROVISIONS	5159




 


	 	Section 3.1	The Notes	5159
	 	Section 3.2	General Provisions as to Payments	5159
	 	Section 3.3	Funding Losses	5361
	 	Section 3.4	Non-Receipt of Funds by Administrative Agent	5337
	 	Section 3.5	Defaulting Banks	5337




 






    i 


     


    

 


	ARTICLE IV BORROWING BASE	5462




 


	 	Section 4.1	Reserve Reports; Proposed Borrowing Base	5438
	 	Section 4.2	Periodic Determinations of the Borrowing Base; Procedures and Standards	5438
	 	Section 4.3	Special Determination of Borrowing Base	5563
	 	Section 4.4	Borrowing Base Deficiency	5664
	 	Section 4.5	Initial Borrowing Base	5664
	 	Section 4.6	Asset Disposition Adjustment	5665




 


	ARTICLE V COLLATERAL AND GUARANTIES	5765




 


	 	Section 5.1	Security	5765
	 	Section 5.2	Title Information	5866
	 	Section 5.3	Guarantees	5866
	 	Section 5.4	Additional Guarantors	5867




 


	ARTICLE VI CONDITIONS TO BORROWINGS	5967




 


	 	Section 6.1	Conditions to Initial Borrowing and Participation in Letter of Credit
Exposure	5967
	 	Section 6.2	Conditions to each Borrowing and each Letter of Credit	6270
	 	Section 6.3	Materiality of Conditions	6271




 


	ARTICLE VII REPRESENTATIONS AND WARRANTIES	6371




 


	 	Section 7.1	Existence and Power	6339
	 	Section 7.2	Corporate, Limited Liability Company, Partnership and Governmental Authorization;
Contravention	6339
	 	Section 7.3	Binding Effect	6339
	 	Section 7.4	Financial Information	6339
	 	Section 7.5	Litigation	6472
	 	Section 7.6	ERISA	6472
	 	Section 7.7	Taxes and Filing of Tax Returns	6473
	 	Section 7.8	Title to Properties; Liens	6573
	 	Section 7.9	Mineral Interests	6573
	 	Section 7.10	Business; Compliance	6573
	 	Section 7.11	Licenses, Permits, Etc	6573
	 	Section 7.12	Compliance with Law; Compliance with Anti-Corruption Laws and Sanctions	6674
	 	Section 7.13	Ownership Interests	6674
	 	Section 7.14	Full Disclosure	6674
	 	Section 7.15	Organizational Structure; Nature of Business	6775
	 	Section 7.16	Environmental Matters	6775
	 	Section 7.17	Burdensome Obligations	6776
	 	Section 7.18	Government Regulations	6876
	 	Section 7.19	No Default	6876
	 	Section 7.20	Gas Balancing Agreements and Advance Payment Contracts	6876
	 	Section 7.21	Qualified ECP Guarantor	6876
	 	Section 7.22	Solvency	6876




 






    ii 


     


    

 


	ARTICLE VIII AFFIRMATIVE COVENANTS	6876




 


	 	Section 8.1	Information	6876
	 	Section 8.2	Business of Credit Parties	7140
	 	Section 8.3	Maintenance of Existence	7280
	 	Section 8.4	Right of Inspection; Books and Records	7280
	 	Section 8.5	Maintenance of Insurance	7280
	 	Section 8.6	Payment of Obligations	7381
	 	Section 8.7	Compliance with Laws and Documents	7381
	 	Section 8.8	Operation of Properties and Equipment	7381
	 	Section 8.9	Further Assurances	7482
	 	Section 8.10	Environmental Law Compliance and Indemnity	7482
	 	Section 8.11	Title Data	7583
	 	Section 8.12	ERISA Reporting Requirements	7584
	 	Section 8.13	Commodity Exchange Act Keepwell Provisions	7584
	 	Section 8.14	EEA Financial Institutions	7641
	 	Section 8.15	Accounts	7641




 


	ARTICLE IX NEGATIVE COVENANTS	7641




 


	 	Section 9.1	Debt	7641
	 	Section 9.2	Restricted Payments	7742
	 	Section 9.3	Liens; Negative Pledge	7886
	 	Section 9.4	Consolidations and Mergers	7886
	 	Section 9.5	Asset Dispositions	7886
	 	Section 9.6	Use of Proceeds	7987
	 	Section 9.7	Investments	7987
	 	Section 9.8	Transactions with Affiliates	7987
	 	Section 9.9	ERISA	7988
	 	Section 9.10	Hedge Transactions	8088
	 	Section 9.11	Operating Leases	8143
	 	Section 9.12	Acquisition	8143
	 	Section 9.13	Repayment of Senior Notes; Amendment to Terms of Senior Indenture	8143
	 	Section 9.14	Non-Eligible Contract Participants	8244
	 	Section 9.15	Legacy Asset Disposition Agreement	8244
	 	Section 9.16	Sabalo Acquisition Agreement	8244




 


	ARTICLE X FINANCIAL COVENANTS	8244




 


	 	Section 10.1	Financial Covenants	8244




 


	ARTICLE XI DEFAULTS	8245




 


	 	Section 11.1	Events of Default	8245
	 	Section 11.2	Credit
Bidding	46




 






    iii 


     


    

 


	ARTICLE XII AGENTS	8594




 


	 	Section 12.1	Appointment and Authorization of Administrative Agent; Secured Hedge
Transactions	8594
	 	Section 12.2	Delegation of Duties	8594
	 	Section 12.3	Default; Collateral	8595
	 	Section 12.4	Liability of Administrative Agent	8797
	 	Section 12.5	Reliance by Administrative Agent	8897
	 	Section 12.6	Notice of Default	8898
	 	Section 12.7	Credit Decision; Disclosure of Information by Administrative Agent	8998
	 	Section 12.8	Indemnification of Agents	8999
	 	Section 12.9	Administrative Agent in its Individual Capacity	9099
	 	Section 12.10	Successor Administrative Agent and Letter of Credit Issuer	9099
	 	Section 12.11	Syndication Agent; Other Agents; Arrangers	91100
	 	Section 12.12	Administrative Agent May File Proof of Claim	91100
	 	Section 12.13	Secured Hedge Transactions	9247
	 	Section 12.14	Erroneous Payment	9247
	 	Section 12.15	Certain
ERISA Matters	49




 


	ARTICLE XIII PROTECTION OF YIELD; CHANGE IN LAWS	9350




 


	 	Section 13.1	Basis for DeterminingAlternate
  Rate of Interest Rate Applicable to Eurodollar Tranches Inadequate	9350
	 	Section 13.2	Illegality of Eurodollar Tranches	9453
	 	Section 13.3	Increased Cost of Eurodollar Tranche	95108
	 	Section 13.4	Adjusted Base Rate Tranche Substituted for Affected Eurodollar Tranche	96109
	 	Section 13.5	Capital Adequacy	96109
	 	Section 13.6	Taxes	98110
	 	Section 13.7	Discretion of Banks as to Manner of Funding	100113
	 	Section 13.8	Replacement of Banks	101113




 


	ARTICLE XIV MISCELLANEOUS	101114




 


	 	Section 14.1	Notices; Effectiveness; Electronic Communications	101114
	 	Section 14.2	Waivers and Amendments; Acknowledgments	103116
	 	Section 14.3	Expenses; Documentary Taxes; Indemnification	10555
	 	Section 14.4	Right and Sharing of Set-Offs	106119
	 	Section 14.5	Survival	106119
	 	Section 14.6	Limitation on Interest	107120
	 	Section 14.7	Invalid Provisions	107120
	 	Section 14.8	Successors and Assigns	108121
	 	Section 14.9	Applicable Law and Jurisdiction	110123
	 	Section 14.10	Counterparts; Effectiveness	110123
	 	Section 14.11	No Third Party Beneficiaries	110123
	 	Section 14.12	COMPLETE AGREEMENT	110123
	 	Section 14.13	WAIVER OF JURY TRIAL, PUNITIVE DAMAGES, ETC	111124
	 	Section 14.14	Confidential Information	111124
	 	Section 14.15	No Advisory or Fiduciary Responsibility	112125
	 	Section 14.16	USA Patriot Act Notice	113126
	 	Section 14.17	Acknowledgement and Consent to Bail-In of Affected Financial Institutions	113126
	 	Section 14.18	Exiting Banks[Reserved]	11356
	 	Section 14.19	Acknowledgement Regarding Any Supported QFC	11456
	 	Section 14.20	Counterparts; Effectiveness; Electronic Execution	114127




 






    iv 


     


    

 


EXHIBITS


 


	Exhibit A	—	Form of Note




 


	Exhibit B	—	Form of Request for Borrowing




 


	Exhibit C	—	Form of Request for Letter of Credit




 


	Exhibit D	—	Form of Rollover Notice




 


	Exhibit E	—	Form of Certificate of Ownership Interests




 


	Exhibit F	—	Form of Financial Officer’s Compliance Certificate




 


	Exhibit G	—	Form of Assignment and Assumption Agreement




 


	Exhibit H	—	Form of Security Agreement




 


	Exhibit I	—	Form of Facility Guaranty




 


	Exhibit J	—	Form of Elected Commitment Increase Certificate




 


	Exhibit K	—	Form of Additional Bank Certificate




 


	Exhibit L-1	—	Form of U.S. Tax Compliance Certificate




 


	Exhibit L-2	—	Form of U.S. Tax Compliance Certificate




 


	Exhibit L-3	—	Form of U.S. Tax Compliance Certificate




 


	Exhibit L-4	—	Form of U.S. Tax Compliance Certificate




 


	Exhibit
M	—	Form
of Available Free Cash Flow Certificate




 


SCHEDULES


 


	Schedule 1Schedule
1	—	Banks




 


	Schedule 2Schedule
2	—	Litigation




 


	Schedule 3Schedule
3	—	Organizational




 


	Schedule 4Schedule
4	—	Existing Letters of Credit




 






    v 


     


    

 






 


purchaser to take delivery of
such production in lieu of payment, and, in either of the foregoing instances, the Advance Payment is, or is to be, applied as payment
in full for such production when sold and delivered or is, or is to be, applied as payment for a portion only of the purchase price thereof
or of a percentage or share of such production; provided that inclusion of the standard “take or pay” provision in
any gas sales or purchase contract or any other similar contract shall not, in and of itself, constitute such contract as an Advance Payment
Contract for the purposes hereof.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Amount of Capped
Distributions, Investments and Redemptions” means, as of any time, the amount of Capped Distributions, Investments and Redemptions
through and including such time; provided that, the amount of Permitted Investments described in subclause (l)(ii) of the definition
thereof and made pursuant to Section 9.7 shall be determined as of the date such Investment is made.


 


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


 


“Annualized EBITDAX”
means, for the purposes of calculating the financial ratio set forth in Section 10.1(b) for (a) each Rolling Period ending
on or prior to September 30, 2017 and (b) solely to the extent the Sabalo Acquisition Closing Date occurs prior to August 1, 2021, each
of the Rolling Periods ending on September 30, 2021, December 31, 2021 and March 31, 2022, Revolving Credit to the then effective Borrowing
Base, on such date, in accordance with the table below:


 






    1


     


    

 


	Pricing Level	Ratio of Outstanding

 Revolving Credit to

 Borrowing Base	Applicable Margin

 for Eurodollar 

Tranches	Applicable Margin

 for Adjusted Base

 Rate Tranches
	I	≥90%	3.2503.500%	2.2502.500%
	II	≥75% but<90%	3.0003.250%	2.0002.250%
	III	≥50% but <75%	2.7503.000%	1.7502.000%
	IV	≥25% but <50%	2.5002.750%	1.5001.750%
	V	<25%	2.2502.500%	1.2501.500%


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Available
Amount” means, at any time, the sum of (without duplication): (a) $50,000,000, less (b) the sum of, if positive, (i)
the aggregate amount of all Redemptions permitted and made pursuant to Section 9.13(a)(i), minus (ii) the net cash proceeds received
by the Borrower in connection with the issuance of common equity in the Borrower after the Seventh Amendment Effective Date.


 






    2


     


    

 


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


 


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


 


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


 


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


 


“Bank”
means (a) any financial institution listed on Schedule 1 hereto as having a Commitment and (b) any Person that
shall have become a party to this Agreement as an Additional Bank pursuant to Section 2.16, and in each case such Bank’s
successors and assigns, and “Banks” shall mean all Banks.


 


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


 


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


 


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


 


“Base Rate”
means the fluctuating rate of interest in effect for such day as publicly announced from time to time by Wells Fargo Bank, N.A. as its
 “prime rate.” The “prime rate” is a rate set by Wells Fargo Bank, N.A. based upon various factors including Wells
Fargo Bank, N.A.’s costs and desired return, general economic conditions and other factors, and is used as a reference point for
pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by Wells Fargo Bank,
N.A. shall take effect at the opening of business on the day specified in the public announcement of such change.


 






    3


     


    

 


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


 


“Benchmark
Replacement” means, for any Available Tenor:


 


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


 


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


 


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


 


(iii)       the
sum of: (A) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement for such
Benchmark for the applicable Corresponding Tenor giving due consideration to (x) any selection or recommendation of a replacement benchmark
rate or the mechanism for determining such a rate by the Relevant Governmental Body or (y) any evolving or then-prevailing market convention
for determining a benchmark rate as a replacement for such Benchmark for syndicated credit facilities denominated in the currency applicable
to such Benchmark at such time and (B) the related Benchmark Replacement Adjustment; 


 


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


 


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


 


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


 






    4


     


    

 


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


 


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


 


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



 


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


 


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


 


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


 






    5


     


    

 


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


 


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


 


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


 


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


 


(d)       in
the case of an Early Opt-in Election or an Other Benchmark Rate Election, the sixth (6th) Business Day after the date notice of such Early
Opt-in Election or Other Benchmark Rate Election, as applicable, is provided to the Banks, so long as the Administrative Agent has not
received, by 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Early Opt-in Election or Other
Benchmark Rate Election, as applicable, is provided to the Banks, written notice of objection to such Early Opt-in Election or Other Benchmark
Rate Election, as applicable, from Banks comprising the Required Banks.


 


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


 


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


 


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


 


(b)       a
public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published
component used in the calculation thereof), the Board, the Federal Reserve Bank of New York, the central bank for the currency applicable
to such Benchmark, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution
authority with jurisdiction over the administrator for such Benchmark (or such component) or
a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which
states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark
(or such component thereof) permanently or indefinitely, provided, that, at the time of such statement or publication, there is no successor
administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or


 






    6


     


    

 


(c)       a
public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published
component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer
representative.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    7


     


    

 


other than the Permitted Holders,
of Equity representing more than 50% of the aggregate ordinary voting power represented by the issued and outstanding Equity of Borrower
or (c) occupation of a majority of the seats (other than vacant seats) on the board of directors of Borrower by Persons who were
not (i) on the board of directors on the Effective Date, (ii) nominated by the board of directors of Borrower, or (iii) appointed
by directors a majority of whom were on the board of directors on the Effective Date or so nominated.


 


“Closing Date”
means May 2, 2017.


 


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


 


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


 


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


 


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


 


	Pricing 

Level	Ratio of Outstanding 

Revolving Credit to 

Borrowing Base	Commitment Fee 

Percentage
	I	≥90%	0.500%
	II	≥75% but <90%	0.500%
	III	≥50% but <75%	0.500%
	IV	≥25% but <50%	0.3750.500%
	V	<25%	0.3750.500%


 


“Commitment Percentage”
means, with respect to any Bank at any time, the percentage of the Aggregate Elected Commitment Amount represented by such Bank’s
Elected Commitment, as such percentage may be modified from time to time pursuant to Section 2.16(e) or otherwise hereunder.


 


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


 





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


 






    8


     


    

 


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


 


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


 


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


 


“Consolidated
Net Income” means, for any Person as of any period, the net income (or loss) of such Person and its Consolidated Subsidiaries
for such period determined in accordance with GAAP; provided that there shall be excluded from such net income (to the extent
otherwise included therein) the following: (a) the income of any other Person (other than its Consolidated Subsidiaries) in which
such Person or any of its Subsidiaries has an ownership interest, unless received by such Person or its Consolidated Subsidiaries in
a cash distribution (provided that this clause (a) shall not prohibit any Specified EBITDAX Adjustment from being added to Consolidated
Net Income in accordance with the definition of Consolidated EBITDAX); (b) any after-tax gains attributable to asset dispositions;
(c) to the extent not included in clauses 0 and 0 above, any after-tax (i) extraordinary gains (net of extraordinary losses),
or (ii) non-cash nonrecurring gains; and (d) non-cash or nonrecurring charges to the extent not already included in clauses (a),
(b), or (c) of this definition.


 






    9


     


    

 


“Consolidated
Senior Secured Leverage Ratio” means, as of any date of calculation, the ratio of (a) Senior Secured
Debt of Borrower and its Subsidiaries as of such date to (b) Consolidated EBITDAX (or, in the case of the Fiscal Quarters ending
(i) on or prior to September 30, 2017 and (ii) solely to the extent the Sabalo Acquisition Closing Date occurs prior to August 1, 2021,
on September 30, 2021, December 31, 2021 and March 31, 2022, Annualized EBITDAX) for the Rolling Period most recently ended for which
financial statements have been received pursuant to Section 8.1.


 


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


 


“Consolidated
Total Leverage Ratio” means, as of any date of calculation, with respect to Section 10.1(b), the ratio of
(a) (i) if there are no Loans outstanding on such date, Net Debt of Borrower and its Subsidiaries as of such day, or (ii) if
there are Loans outstanding on such date, Total Debt of Borrower and its Subsidiaries as of such date minus unrestricted and unencumbered
cash and Cash Equivalents on such date up to $50,000,000 to (b) Consolidated EBITDAX (or, in the case of the Fiscal Quarters ending
(i) on or prior to September 30, 2017 and (ii) solely to the extent the Sabalo Acquisition Closing Date occurs prior to August 1, 2021,
on September 30, 2021, December 31, 2021 and March 31, 2022, Annualized EBITDAX) for the Rolling Period ending on such date.


 


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


 


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


 


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


 


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


 


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


 


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




 






    10


     


    

 


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


 


“Debt”
of any Person means, without duplication: (a) all obligations of such Person for borrowed money, (b) all obligations of such
Person evidenced by bonds, debentures, notes or other similar instruments, (c) all other indebtedness (including obligations under
Capital Leases, other than Capital Leases which are usual and customary oil and gas leases) of such Person on which interest charges are
customarily paid or accrued, (d) all Guarantees by such Person, (e) the unfunded or unreimbursed portion of all letters of credit
issued for the account of such Person, (f) any amount owed by such Person representing the deferred purchase price for property or
services acquired by such Person other than trade payables incurred in the ordinary course of business which are not more than ninety
(90) days past the invoice date, (g) all obligations of such Person secured by a Lien (other than a Permitted Encumbrance) on any
property or asset owned or held by that Person regardless of whether the indebtedness secured thereby shall have been assumed by that
Person or is non-recourse to the credit of that Person, and (h) all liability of such Person as a general partner of a partnership
for obligations of such partnership of the nature described in 0 through 0 preceding. The Debt of any Person shall include all obligations
of such Person of the character described above to the extent such Person remains legally liable in respect thereof notwithstanding that
any such obligation is not included as a liability of such Person under GAAP. Notwithstanding anything to the contrary, neither direct
nor indirect obligations of a Person in respect of Hedge Transactions shall constitute Debt.


 


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


 


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


 


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


 


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


 






    11


     


    

 



 


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


 


“Defaulting Bank”
means any Bank that (a) has failed, within two (2) Business Days of the date required to be funded or paid, to (i) fund any
portion of its Loans, (ii) fund any portion of its participations in Letters of Credit or (iii) pay over to any Credit Party
any other amount required to be paid by it hereunder; (b) has notified Borrower or any Credit Party in writing, or has made a public
statement, to the effect that it does not intend or expect to comply with any of its funding obligations under this Agreement or generally
under other agreements in which it commits to extend credit; (c) has failed, within three (3) Business Days after request by the
Administrative Agent or a Credit Party, acting in good faith, to provide a certification in writing from an authorized officer of such
Bank that it will comply with its obligations to fund prospective Loans and participations in then outstanding Letters of Credit under
this Agreement; provided that such Bank shall cease to be a Defaulting Bank pursuant to this clause (c) upon such Credit Party’s
receipt of such certification in form and substance satisfactory to it and the Administrative Agent; or (d) has (or whose bank holding
company (or any other Person controlling such Bank) has) (i) become the subject of a proceeding under any Debtor Relief Law, (ii) been
placed into receivership, conservatorship or bankruptcy or (iii) become the subject of a Bail-in Action; provided that a Bank
shall not become a Defaulting Bank solely as a result of the acquisition or maintenance of an ownership interest in such Bank or Person
controlling such Bank or the exercise of control (other than through the appointment of a conservator or receiver) over a Bank or Person
controlling such Bank by a Governmental Authority or an instrumentality thereof, so long as such ownership interest does not result in
or provide such Bank with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs
of attachment on its assets or permit such Bank (or such Governmental Authority) to modify, reject, repudiate, disavow or disaffirm any
contracts or agreements made with such Bank. For purposes of this definition, “control” (including with correlative meaning
 “controlling”) shall have the meaning given to such term in the definition of Affiliate; provided, further, that the
appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official by a supervisory
authority or regulator with respect to a Bank or any Person controlling such Bank under the Dutch Financial Supervision Act 2007 (as amended
from time to time and including any successor legislation) shall not be deemed to result in an event described in (d) hereof so long as
such appointment does not result in or provide such Bank with immunity from the jurisdiction of courts within the United States or from
enforcement of judgments or writs of attachment on its assets or permit such Bank (or such administrator, provisional liquidator, conservator,
receiver, trustee, custodian or other similar official or Governmental Authority) to modify, reject, repudiate, disavow or disaffirm any
contracts or agreements made with such Bank.


 


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


 


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


 



    12


     


    




 


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    13


     


    

 


“ERISA Affiliate”
means each trade or business (whether or not incorporated) which together with Borrower or any Credit Party would be deemed to be a “single
employer” within the meaning of section 4001(b)(1) of ERISA or subsections (b), (c), (m) or (o) of section 414 of the
Code.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    14


     


    

 


“Excluded Account”
means any deposit account, securities account or commodities account of a Credit Party holding amounts to be used exclusively for funding
accrued payroll, payroll taxes, withheld income taxes and other wage and benefit payments in respect of or for the benefit of employees,
officers and directors of the Credit Parties.


 


“Excluded Swap
Obligation” means, with respect to any Credit Party individually determined on a Credit Party by Credit Party basis, any
Obligations or other obligation in respect of any Hedge Transaction if, and solely to the extent that, all or a portion of the guarantee
of such Credit Party of, or the grant by such Credit Party of a security interest or other Lien to secure, such Obligations or other obligation
in respect of such Hedge Transaction (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation
or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such
Credit Party’s failure for any reason to constitute an Eligible Contract Participant at the time such guarantee or grant of a security
interest or other Lien is entered into or otherwise becomes effective with respect to, or any other time such Credit Party is by virtue
of such guarantee or grant of security interest or other Lien otherwise deemed to enter into, such Obligations or other obligation in
respect of such Hedge Transaction (or guarantee thereof). If such an obligation arises under a master agreement governing more than one
swap, such exclusion shall apply only to the portion of such obligation that is attributable to swaps the guarantee or grant of security
interest or other Lien for which (or for any guarantee of which) so is or becomes illegal.


 


“Excluded Taxes”
means, with respect to the Administrative Agent, any Bank, any Assignee or any other recipient of any payment to be made by or on account
of any obligation of Borrower or any guarantor hereunder or under any other Loan Papers, (a) taxes imposed on (or measured by) its
net income, and franchise taxes (including the Texas Margin Tax) imposed on it (in lieu of net income taxes), in each case 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 Bank, 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 Borrower or any guarantor is located, (c) in the
case of a Bank, any U.S. federal withholding tax imposed on amounts payable to or for the account of such Bank with respect to an applicable
interest in a Loan or Commitment pursuant to a Law in effect on the date on which (i) such Bank acquires such interest in the Loan
or Commitment or (ii) such Bank changes its Lending Office, except in each case to the extent that, pursuant to Section 13.6,
amounts with respect to such Taxes were payable either to such Bank’s assignor immediately before such Bank became a party hereto
or to such Bank immediately before it changed its Lending Office, (d) taxes attributable to such Bank’s or Letter of Credit
Issuer’s failure to comply with Section 13.6(d) and (e) any U.S. federal withholding taxes imposed under FATCA.


 


“Exhibit”
refers to an exhibit attached to this Agreement and incorporated herein by reference, unless specifically provided otherwise.


 


“Existing Banks”
has the meaning as set forth in the Recitals hereto.


 


“Existing Credit
Agreement” has the meaning set forth in the Recitals hereto.


 


“Existing Letters
of Credit” means the letters of credit listed on Schedule 4.


 


“Exiting
Bank” has the meaning set forth in Section 14.18.


 






    15


     


    

 


“Facility Guaranty”
means the Fifth Amended and Restated Guaranty substantially in the form of Exhibit I attached hereto to be executed by each
existing and future Subsidiary of Borrower in favor of the Secured Parties, pursuant to which each such Subsidiary guarantees payment
and performance in full of the Obligations, and each joinder or supplement thereto now or hereafter executed.


 


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


 


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


 


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


 


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


 


“Federal Funds
Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions
with members of the Federal Reserve System arranged by federal funds brokers on such day, as published by the Federal Reserve Bank of
New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds
Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business
Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the
average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Administrative Agent on such day on such transactions
as determined by Administrative Agent.


 


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


 


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


 


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


 


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


 


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


 


“Flood Insurance
Regulations” means (a) the National Flood Insurance Act of 1968 as now or hereafter in effect or any successor statute thereto,
(b) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statute
thereto, (c) the National Flood Insurance Reform Act of 1994 (amending 42 USC § 4001, et
seq.), as the same may be amended or recodified from time to time, and (d) the Flood Insurance
Reform Act of 2004 and any regulations promulgated thereunder.


 






    16


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Guarantee”
by any Person means any obligation, contingent or otherwise, of such Person directly or indirectly guaranteeing any Debt of any other
Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person
(a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt (whether arising by virtue of partnership
arrangements, by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement
conditions, by “comfort letter” or other similar undertaking of support or otherwise) or (b) entered into for the purpose
of assuring in any other manner the obligee of such Debt of the payment thereof or to protect such obligee against loss in respect thereof
(in whole or in part), provided that the term Guarantee shall not include endorsements for collection or deposit in the ordinary
course of business.


 


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


 


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


 






    17


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Indemnified Taxes”
means Taxes other than Excluded Taxes.


 


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


 


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


 


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


 






    18


     


    

 


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


 


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


 


“ISP”
means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International
Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).


 


“January 2022
Notes” means the 5.625% senior unsecured notes of Borrower or Predecessor Borrower, as applicable, due January 15, 2022.


 


“January
2025 Notes” means the 9.500% senior unsecured notes of Borrower or Predecessor Borrower, as applicable, due January 15, 2025.



 


“Laws”
means all applicable statutes, laws, ordinances, regulations, orders, writs, injunctions or decrees of any state, commonwealth, nation,
territory, possession, county, township, parish, municipality or Governmental Authority.


 


“LC Issuing Lender
Commitment”: unless otherwise agreed in writing by the Borrower and such Letter of Credit Issuer, (a) as to Wells Fargo
Bank, N.A., in its capacity as a Letter of Credit Issuer, $45,000,000, (b) as to Bank of America, N.A., in its capacity as a Letter of
Credit Issuer, $20,000,000, and (c)
as to BOKF, NA dba Bank of Oklahoma, in its capacity as a Letter of Credit Issuer, $20,000,000 and (d) as to each of the
foregoing and each other Letter of Credit Issuer from time to time hereunder, such other amount separately agreed to in a written agreement
between the Borrower and such Letter of Credit Issuer (which agreement shall be promptly delivered to the Administrative Agent upon execution).


 


“Legacy Asset
Disposition” means the disposition by Borrower of the Legacy Assets pursuant to that certain Purchase and Sale Agreement
dated as of May 7, 2021 (as in effect on the Sixth Amendment Effective Date, the “Legacy Asset Disposition Agreement”)
between Borrower, as “Seller”, and Sixth Street, as “Purchaser”, pursuant to which Borrower will assign or novate
the “Assets” and the “Hedges” (each as defined in the Legacy Asset Disposition Agreement as in effect on the Sixth
Amendment Effective Date; such assets herein referred to as the “Legacy Assets”).


 


“Legacy
Asset Disposition Agreement” has the meaning given to such term in the definition of Legacy Asset Disposition. all
purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be
drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be
 “outstanding” in the amount so remaining available to be drawn.


 






    19


     


    

 


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


 


	Pricing Level	Ratio of Outstanding Revolving Credit to Borrowing Base	Per Annum Letter of Credit Fee
	I	≥90%	3.2503.500%
	II	≥75% but <90%	3.0003.250%
	III	≥50% but <75%	2.7503.000%
	IV	≥25% but <50	2.5002.750%
	V	<25%	2.2502.500%


 


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


 


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


 


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


 


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


 


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


 


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


 






    20


     


    

 


“LIBOR
Rate” means, subject to the implementation of a Replacement Rate in accordance with Section
13.1(b), (a)for
any interest rate calculation with respect to anya
Eurodollar Borrowing for any Interest Period, the rateLoan,
the rate of interest per annum determined on the basis of the rate for deposits in Dollars for a period equal to the applicable Interest
Period as published by the ICE Benchmark Administration Limited, a United Kingdom company, or a comparable or successor quoting
service approved by the Administrative Agent, at approximately 11:00
a.m., 11:00 a.m. (London time,)
two (2) Eurodollar Business Days prior to the commencement
of such Interest Period, as the rate for dollar deposits in the London interbank market with a maturity comparable to suchfirst
day of the applicable Interest Period. In the event thatIf,
for any reason, such rate is not so published then the “LIBOR
Rate” with respect to such Eurodollar Borrowing for such Interest Period shall be the rate (rounded
upwards, if necessary, to the next 1/16 of 1%) at which dollar deposits of an amount comparable to such Eurodollar Borrowing and for a
maturity comparable to such Interest Period are offered by the principal London office ofshall
be determined by the Administrative Agent in immediately available fundsto
be the arithmetic average of the rate per annum at which deposits in Dollars would be offered by first class banks in the London
interbank market to the Administrative Agent at approximately 11:00
a.m., 11:00 a.m. (London time,)
two (2) Eurodollar Business Days prior to the commencement
offirst day of the applicable Interest Period for a period
equal to such Interest Period. Notwithstanding the foregoing, unless otherwise specified in
any amendment to this Agreement entered into in accordance with Section 13.1(b), in the
event that a Replacement Rate with respect to LIBOR Rate is implemented, then all references herein to LIBOR Rate shall be deemed references
to such Replacement Rate., and


 


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


 


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


 


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


 


Lien”
means with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset;
provided that a provision in a joint operating agreement, joint development agreement or other similar or customary agreement made or
entered


 






    21


     


    

 


“Material Gas
Imbalance” means, with respect to all Gas Balancing Agreements to which any Credit Party is a party or by which any Mineral
Interest owned by any Credit Party is bound, a net gas imbalance to Borrower or any other Credit Party, individually or taken as a whole
in excess of $20,000,000. Gas imbalances will be determined based on written agreements, if any, specifying the method of calculation
thereof, or, alternatively, if no such agreements are in existence, gas imbalances will be calculated by multiplying (a) the volume
of gas imbalance as of the date of calculation (expressed in thousand cubic feet) by (b) the heating value in btu’s per thousand
cubic feet, times the Henry Hub average daily spot price for the month immediately preceding the date of calculation.


 


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


 


“Maximum Lawful
Rate” means, for each Bank, the maximum rate (or, if the context so permits or requires, an amount calculated at such rate)
of interest which, at the time in question would not cause the interest charged on the portion of the Loans owed to such Bank at such
time to exceed the maximum amount which such Bank would be allowed to contract for, charge, take, reserve, or receive under applicable
Law after taking into account, to the extent required by applicable Law, any and all relevant payments or charges under the Loan Papers.


 


“May
2022 Notes” means the 7.375% senior unsecured notes of Borrower or Predecessor Borrower, as applicable,
due May 1, 2022.


 


“Medallion”
means Medallion Gathering & Processing, LLC, a Texas limited liability company, and its Subsidiaries.


 


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


 


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


 


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


 






    22


     


    

 



 


“Net Cash Proceeds”
means the remainder of (a) the gross cash proceeds received by any Credit Party from any Asset Disposition (including any associated
Hedge Transaction termination receipts) less (b) underwriter discounts and commissions, investment banking fees, legal, accounting
and other professional fees and expenses, and other usual and customary transaction “Other
Benchmark Rate Election” means, if the then-current Benchmark is USD LIBOR, the occurrence of:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Permitted Encumbrances”
means with respect to any asset:


 


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


 


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


 


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


 






    23


     


    

 


(d)       mechanic’s,
materialmen’s, warehouseman’s, journeyman’s and carrier’s Liens and other similar Liens arising by operation
of Law or statute in the ordinary course of business which are not delinquent; agreements, contracts for the sale, transportation or
exchange of oil and natural gas, unitization agreements, pooling arrangements, area of mutual interest agreements, production
sharing agreements or other similar or customary agreements, transactions, properties, interests or arrangements, and Investments
and expenditures in connection therewith or pursuant thereto, in each case made or entered into in the ordinary course of the oil
and gas business, excluding, however, Investments in other Persons (other than any ‘tax partnership,’ as defined in the
Code, that is deemed to be entered into by any Credit Party arising under any joint operating agreements, joint development
agreements or other similar or customary agreements made or entered into in the ordinary course of the oil and gas business);
provided that, none of the foregoing shall involve the incurrence of any Debt not permitted by Section 9.1;


 


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


 


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


 


(l)       (i) Investments
made prior to March 31, 2020the
Seventh Amendment Effective Date, solely to the extent permitted by the Credit Agreement as in effect at the date of the making
of such Investment and (ii) other Investments made from and after April 1, 2020the
Seventh Amendment Effective Date, so long as immediately after giving effect to any such Investment (A) no Default or Event
of Default exists or results therefrom, (B) undrawn Commitments are greater than or equal to thirty-five percent (35%) of the Total Commitment,
(C) the Borrower will be in pro forma compliance with the financial covenant set forth in Section 10.1(a), (D) the Consolidated
Total Leverage Ratio on a pro forma basis is not greater than 2.50 to 1.00, and (E) the Amount of Capped Distributions, Investments and
Redemptions is not greater than $100,000,000; and


 


(m)       [RESERVED].


 


“Permitted Purchase
Money Debt” means Debt incurred by a Credit Party in the ordinary course of business to finance the purchase of assets,
including the interests of a lessor under a Capital Lease, provided that (a) the principal amount of the Debt secured by Liens on
the purchased asset shall not exceed 100% of the purchase price of such asset and (b) the aggregate amount of all Debt secured by
such Liens shall not exceed $20,000,000.


 


“Permitted
Refinancing Debt” means any Debt of Borrower, and Debt constituting Guarantees thereof by other Credit Parties,
incurred or issued in exchange for, or the net proceeds of which are used to extend, refinance, repay, renew, replace (whether or
not contemporaneously), defease, discharge, redeem, or refund, outstanding Permitted Senior Debt, in whole or in part from time to
time; provided that (a) the principal amount of such Permitted Refinancing Debt (or if such Permitted Refinancing Debt
is issued at a discount, the initial issuance price of such Permitted Refinancing Debt) does not exceed the then outstanding
principal amount of the Permitted Senior reserves but for the fact that the applicable Credit Party has not made a final investment
decision to develop such Mineral Interests and (ii) which have been identified in supplemental reserve engineering material
presented and delivered to Banks in connection with the most recent determination of the Borrowing Base.


 






    24


     


    

 


“PTE”
means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time
to time.


 


“Public Bank”
has the meaning specified in Section 8.1.


 


“QFC”
has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C.
5390(c)(8)(D).


 


“QFC Credit Support”
has the meaning set forth in 0.


 


“Qualified ECP
Guarantor” means, with respect to any Benefitting Guarantor, in respect of any Hedge Transaction, each Credit Party that,
at the time the guaranty by such Benefitting Guarantor of, or the grant by such Benefitting Guarantor of a security interest or other
Lien securing, obligations under such Hedge Transaction is entered into or becomes effective with respect to, or at any other time such
Benefitting Guarantor is by virtue of such guaranty or grant of a security interest or other Lien otherwise deemed to enter into, such
Hedge Transaction, constitutes an Eligible Contract Participant and can cause such Benefitting Guarantor to qualify as an Eligible Contract
Participant at such time by entering into a keepwell under Section 1a(18)(A)(v)(ii) of the Commodity Exchange Act.


 


“Recipient”
means (a) the Administrative Agent, (b) any Bank and (c) any Letter of Credit Issuer, as applicable.


 


“Recognized Value”
means, with respect to Mineral Interests, the value attributed to such Mineral Interests in the most recent Determination of the Borrowing
Base pursuant to Article IV (or for purposes of determining the Initial Borrowing Base in the event no such Determination
has occurred), based upon the present value discounted at 10% per annum of the estimated net cash flow to be realized from the production
of Hydrocarbons from such Mineral Interests.


 


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


 


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


 


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


 


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


 






    25


     


    

 


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


 


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


 


“Replacement
Rate” has the meaning assigned thereto in Section 13.1(b).


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    26


     


    

 


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


 


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


 


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


 


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


 


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


 


“Sabalo”
means, collectively, Sabalo Energy, LLC, a Texas limited liability company and Sabalo Operating, LLC, a Texas limited liability company.


 


“Sabalo Acquisition”
means the Acquisition by Borrower of the Sabalo Assets pursuant to that certain Purchase and Sale Agreement dated as of May 7, 2021 (as
in effect on the Sixth Amendment Effective Date, the “Sabalo Acquisition Agreement”) between Borrower, as “Purchaser”,
and Sabalo, as “Seller”, pursuant to which Borrower will acquire the “Assets” (as defined in the Sabalo Acquisition
Agreement as in effect on the Sixth Amendment Effective Date; such assets herein referred to as the “Sabalo Assets”)
(the date such Acquisition is consummated, the “Sabalo Acquisition Closing Date”).


 


“Sabalo Acquisition
Agreement” has the meaning given to such term in the definition of Sabalo Acquisition.


 


“Sabalo Acquisition
Agreement Closing Date” has the meaning given to such term
in the definition of Sabalo Acquisition.


 


“Sabalo Assets”
has the meaning given to such term in the definition of Sabalo Acquisition.


 


“Sabalo Third
Party Reserve Report” means the reserve report or engineering database prepared by W.D. Von Gonten & Co. evaluating
the Mineral Interests of the Sabalo Assets (including all Proved Mineral Interests as of April 1, 2021).


 


“Sanctioned Country”
means, at any time, a country, territory or region which is itself the subject or target of any Sanctions.


 


“Sanctioned
Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained
by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, (b) any Person
operating, organized or resident in a Sanctioned Country or (c) any Person that is owned or controlled by any such Person or
Persons described in the foregoing clauses (a) or (b).


 






    27


     


    

 


“Sanctions”
means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government, including
those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State.


 


“Schedule”
means a “schedule” attached to this Agreement and incorporated herein by reference, unless specifically indicated otherwise.


 


“SEC”
means the Securities and Exchange Commission or any successor Governmental Authority.


 


“Secured Parties”
means, collectively, the Administrative Agent, the Banks, the Letter of Credit Issuers, the Bank Products Providers and each counterparty
to a Hedge Agreement pursuant to which Obligations may be owing from time to time (to the extent of such Obligations), and “Secured
Party” means any of them individually.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    28


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    29


     


    

 


“Specified
Senior Notes Repurchases” means Redemptions permitted and made pursuant to Section
9.13(a) from and after the Fifth Amendment Effective Date.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    30


     


    

 


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


 


“Termination Date”
means the earliest to occur of (a) October 17, 2021, if any of the January 2022 Notes are outstanding other than in the form of Permitted
Refinancing Debt on October 17, 2021; (b) December 15, 2022, if any of the March 2023 Notes are outstanding other than in the form of
Permitted Refinancing Debt on December 15, 2022; and (c) April
19, 2023July 29, 2024, if any of the January 2025 Notes are
outstanding other than in the form of Permitted Refinancing Debt on July 29, 2024; and (d) July 16, 2025, or any earlier date
on which the Commitments are terminated in full pursuant to Section 2.9 or Section 11.1.


 


“Third
Amendment Effective Date” means April 19, 2018. 


 


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


 


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


 


“Tranche”
means an Adjusted Base Rate Tranche or a Eurodollar Tranche and “Tranches” means Adjusted Base Rate Tranches
or Eurodollar Tranches or any combination thereof.


 


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


 


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


 


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


 


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


 






    31


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    32


     


    

 



 


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


 


Section 1.6Rates.
Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, the administration,
submission or any other matter related to the rates in the definition of “LIBOR Rate”.


 


Section 1.6Rates.
The interest rate on Eurodollar Loans and
Adjusted Base Rate Loans (when
determined by reference to
clause (c) of the definition of Adjusted Base Rate)
may be determined by reference to the
LIBOR Rate,
which is derived from the London interbank offered rate. The London interbank offered rate is intended to represent the rate at which
contributing banks may obtain short-term borrowings from each other in
the London interbank market.
On March 5, 2021, ICE Benchmark Administration (“IBA”), the administrator of the London interbank offered rate, and
the Financial Conduct Authority (the “FCA”), the regulatory supervisor of IBA, announced in public statements (the
 “Announcements”) that the final publication or representativeness date for the London interbank offered rate for dollars
for: (a) 1-week and 2-month tenor settings will be December 31, 2021 and (b) overnight, 1-month, 3-month, 6-month and 12-month tenor
settings will be June 30, 2023. No successor administrator for IBA was identified in such Announcements. As a result, it is possible
that commencing immediately after such dates, the London interbank offered rate for such tenors may no longer be available or may no
longer be deemed a representative reference rate upon which to determine the interest rate on Eurodollar Loans or Adjusted Base Rate
Loans (when determined by reference to
clause (c) of the definition of Adjusted Base Rate).
There is no assurance that the dates set forth in the Announcements will not change or that IBA or the FCA will not take further action
that could impact the availability, composition or characteristics of any London interbank offered rate. Public and private sector industry
initiatives have been and continue, as of the date hereof, to be underway to implement new or alternative reference rates to be used
in place of the London interbank offered rate. In the event that the London interbank offered rate or any other then-current Benchmark
is no longer available or in certain other circumstances set forth in Section 13.1(c), such Section 13.1(c) provides a
mechanism for determining an alternative rate of interest. The Administrative Agent will notify the Borrower, pursuant to Section
13.1(c), of any change to the reference rate upon which the interest rate on Eurodollar Loans and Adjusted
Base Rate Loans (when determined by reference to clause (c) of the definition of Adjusted Base Rate) is based. However, the Administrative
Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (i) the continuation of, administration
of, submission of, calculation of or any other matter related to the London interbank offered rate or other rates in the definition of
the “LIBOR Rate” or with respect to any alternative, successor or replacement rate thereto, or replacement rate thereof (including
any then-current Benchmark or any Benchmark Replacement), including whether the composition or characteristics of any such alternative,
successor or replacement rate (including any Benchmark Replacement), as it may or may not be adjusted pursuant to Section 13.1(c),
will be similar to, or produce the same value or economic equivalence of, the LIBOR Rate or any other Benchmark, or have the same volume
or liquidity as did the London interbank offered rate or any other Benchmark prior to its discontinuance or unavailability, or (ii) the
effect, implementation or composition of any Benchmark Replacement Conforming Changes. The Administrative Agent may select information
sources or services in its reasonable discretion to ascertain any Benchmark, any component definition thereof or rates referenced in
the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Bank or
any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages,
costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any
such rate (or component thereof) provided by any such information source or service.


 






    33


     


    

 


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


 


ARTICLE II


THE CREDIT FACILITIES


 


Section 2.1Commitments.


 


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


 


(b)       The
Letter of Credit Issuers will issue Letters of Credit, from time to time during the Letter of Credit Period upon request by Borrower,
for the account of Borrower, so long as (i) the aggregate Letter of Credit Exposure of all Banks shall not exceed $80,000,000, (ii) the


 






    34


     


    

 





Section 2.11Commitment
Fee. On the Termination Date, and on the last day of each Fiscal Quarter prior to the Termination Date, and in the event the Commitments
are terminated in their entirety prior to the Termination Date, on the date of such termination, commencing with the Fiscal Quarter ending
on June 30, 2017, Borrower shall pay to Administrative Agent, for the ratable benefit of each Bank based on each Bank’s Commitment
Percentage, a commitment fee equal to the Commitment Fee Percentage (computed on the basis of actual days elapsed and as if each calendar
year consisted of 360 days) of the average daily Revolving Availability for the Fiscal Quarter (or portion thereof) then ended; provided
that, the aforementioned commitment fee shall cease to accrue on the unfunded portion of the Commitment of any Defaulting Bank.


 


Section 2.12Letter
of Credit Fees and Letter of Credit Fronting Fees. On the Termination Date, and on the last day of each Fiscal Quarter prior to the
Termination Date, commencing with the Fiscal Quarter ending on June 30, 2017, and, in the event the Commitments are terminated in
their entirety prior to the Termination Date, on the date of such termination, Borrower shall pay to Administrative Agent (to be distributed
by Administrative Agent in accordance with Section 2.1(b)) (a) the Letter of Credit Fee which accrued during such
Fiscal Quarter (or portion thereof) and (b) the Letter of Credit Fronting Fee which accrued during such Fiscal Quarter (or portion
thereof), in each case computed on the basis of actual days elapsed and as if each calendar year consisted of 360 days.


 


Section 2.13Agency
and Other Fees. Borrower shall pay (a) to Administrative Agent and its Affiliates such fees and other amounts as Borrower shall
be required to pay to such Persons from time to time pursuant to theany
applicable Fee Letter and (b) to Banks such fees as shall have been separately agreed upon in writing in the amounts and
at the times so specified.


 


Section 2.14Loans
and Borrowings Under Existing Credit Agreement. On the Effective Date:


 


(a)       Borrower
shall pay all accrued and unpaid commitments fees, break funding fees (if any) and all other fees that are outstanding under the Existing
Credit Agreement for the account of each “Bank” under the Existing Credit Agreement;


 


(b)       each
 “Adjusted Base Rate Borrowing” outstanding under the Existing Credit Agreement shall be extended and renewed so as to continue
as a new Adjusted Base Rate Borrowing under this Agreement;


 


(c)       each
 “Eurodollar Borrowing” outstanding under the Existing Credit Agreement shall be deemed repaid on the Effective Date and funded
as a new Eurodollar Borrowing under this Agreement;


 


(d)       each
Existing Letter of Credit shall constitute a Letter of Credit in accordance with Section 2.1 hereof; and


 


(e)       the
Existing Credit Agreement and the commitments thereunder shall be superseded by this Agreement and such commitments shall terminate.


 


It is the intent of the
parties hereto that (i) this Agreement not constitute a novation of the obligations and liabilities existing under the Existing
Credit Agreement or evidence repayment of any such obligations and liabilities and that this Agreement amend and restate in its
entirety the Existing Credit Agreement and (ii) the Liens securing the “Obligations” under and as defined in the
Existing Credit Agreement and granted pursuant to the “Loan Papers” as defined in the Existing Credit Agreement and the
liabilities and obligations of Borrower shall not be extinguished, but shall be carried forward, and such Liens shall secure such
 “Obligations” under the Existing Credit Agreement, in each case, as renewed, amended, restated and modified hereby.


 








    35


     


    

 


Section 2.15Automatic
Debt Issuance Borrowing Base Adjustments. In addition to the redeterminations of the Borrowing Base pursuant to Section 4.2,
Section 4.3, and Section 4.6 and adjustments of the Borrowing Base pursuant to Section 8.11,
and notwithstanding anything to the contrary contained herein, if Borrower issues any Senior Notes on any Debt Issuance Date, to the extent
any portion of such Senior Notes does not constitute Permitted Refinancing Debt or
Seventh Amendment Effective Date Senior Notes, the Borrowing Base shall automatically reduce on such Debt Issuance Date by
an amount equal to twenty-five percent (25%) of the aggregate stated principal amount of any Senior Notes issued by the Credit Parties
on such Debt Issuance Date (other than the portion of such Senior Notes constituting Permitted Refinancing Debt or
Seventh Amendment Effective Date Senior Notes). For the avoidance of doubt, the stated amount of the portion of any Senior
Notes that constitutes Permitted Refinancing Debt or Seventh Amendment Effective
Date Senior Notes shall not be included for purposes of determining the reduction in the Borrowing Base required by this Section 2.15
and only the stated amount of the portion of such Senior Notes not constituting Permitted Refinancing Debt or
Seventh Amendment Effective Date Senior Notes shall be included in calculating the adjustment required by this Section 2.15.
For the purposes of this Section 2.15, if any such Senior Notes are issued at a discount or otherwise sold for less
than “par”, the reduction shall be calculated based upon the stated principal amount without reference to such discount.


 


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


 


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


 


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


 


(i)       such
increase shall not be less than $50,000,000 unless Administrative Agent otherwise consents, and no such increase shall be permitted
if after giving effect thereto the Aggregate Elected Commitment Amount exceeds the Borrowing Base then in effect (for the sake of
clarity, all increases in the Elected Commitments of any Increasing Banks and any Additional Banks effective on a single date shall
be included in the increase of the Aggregate Elected Commitment Amount for purposes of this Section 2.16(b)(i));
than the last day of an Interest Period applicable thereto, or if Borrower fails to borrow any Eurodollar Borrowing, after notice
has been given to any Bank in accordance with Section 2.2, Borrower shall reimburse each Bank on demand for any
resulting loss or expense incurred by it, including any loss incurred in obtaining, liquidating or employing deposits from third
parties, or any loss arising from the reemployment of funds at rates lower than the cost to such Bank of such funds and related
costs, which in the case of the payment or prepayment prior to the end of the Interest Period for any Eurodollar Tranche, shall
include the amount, if any, by which (a) the interest which such Bank would have received absent such payment or prepayment for
the applicable Interest Period exceeds (b) the interest which such Bank would receive if its Commitment Percentage of the
amount of such Eurodollar Borrowing were deposited, loaned, or placed by such Bank in the interbank eurodollar market on the date of
such payment or prepayment for the remainder of the applicable Interest Period. Such Bank shall promptly deliver to Borrower and
Administrative Agent a certificate as to the amount of such loss or expense, which certificate shall be conclusive in the absence of
manifest error.


 






    36


     


    

 


Section 3.4Non-Receipt
of Funds by Administrative Agent. Unless Administrative Agent shall have been notified by a Bank or Borrower (as used in this Section,
 “Payor”) prior to the date on which such Bank is to make payment to Administrative Agent hereunder or Borrower
is to make a payment to Administrative Agent for the account of one or more Banks, as the case may be (as used in this Section, such payment
being herein called the “Required Payment”), which notice shall be effective upon receipt, that Payor does not
intend to make the Required Payment to Administrative Agent, Administrative Agent may assume that the Required Payment has been made and
may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient on such
date and, if Payor has not in fact made the Required Payment to Administrative Agent, (a) the recipient of such payment shall, on
demand, pay to Administrative Agent the amount made available to it together with interest thereon in respect of the period commencing
on the date such amount was so made available by Administrative Agent until the date Administrative Agent recovers such amount at a rate
per annum equal to the Adjusted Base Rate then in effect for such period, and (b) Administrative Agent shall be entitled to offset
against any and all sums to be paid to such recipient, the amount calculated in accordance with the foregoing clause (a). The
obligations of the Banks under this Agreement to make the Loans, to issue or participate in Letters of Credit and to make payments under
this Section, Section 12.14, Section 13.6(c), or Section 14.4, as applicable, are several and are not joint or joint and several. The
failure of any Lender to make available its Commitment Percentage of any Loan requested by the Borrower shall not relieve it or any other
Lender of its obligation, if any, hereunder to make its Commitment Percentage of such Loan available on the borrowing date, but no Lender
shall be responsible for the failure of any other Lender to make its Commitment Percentage of such Loan available on the borrowing date


 


Section 3.5Defaulting
Banks.


 


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


 






    37


     


    

 


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


 


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


 


ARTICLE IV

BORROWING BASE


 


Section 4.1Reserve
Reports; Proposed Borrowing Base. As soon as available and in any event by March 31 and September 30 of each year, commencing
September 30, 2017, Borrower shall deliver to each Bank a Reserve Report prepared as of the immediately preceding December 31
and June 30, respectively. Simultaneously with the delivery to Administrative Agent and each Bank of each Reserve Report, Borrower
shall notify Administrative Agent of the Borrowing Base which Borrower requests become effective for the period commencing on the next
Determination Date.


 


Section 4.2Periodic
Determinations of the Borrowing Base; Procedures and Standards. Based in part on the Reserve Report made available to Banks
pursuant to Section 4.1, Banks shall redetermine the Borrowing Base on or prior to the next Determination Date or
such date promptly thereafter as reasonably possible (a) based on the engineering and other information available to Banks, and
(b) in accordance with, and consistent with, the subsequent provisions of this Section 4.2. Any Borrowing
Base which becomes effective as a result of any Determination of the Borrowing Base shall be subject to the following restrictions:
(i) such Borrowing Base shall not exceed the Borrowing Base requested by Borrower pursuant to Section 4.1 or Section 4.3
(as applicable), (ii) such Borrowing Base shall not exceed the Aggregate Maximum Credit Amount then in effect, (iii) to
the extent such Borrowing Base represents an increase from the Borrowing Base in effect prior to such Determination such Borrowing
Base shall be approved by all Banks, and (iv) any Borrowing Base which represents a decrease in the Borrowing Base in effect
prior to such Determination, or a reaffirmation of such prior Borrowing Base, shall require approval of Super Majority Banks. The
Administrative Agent shall propose such redetermined Borrowing Base to Banks within fifteen (15) days following receipt by the Banks
of a Reserve Report (or such Credit, except to the extent such representations and warranties are expressly stated as of a certain
date, in which case such representations and warranties shall be true and correct in all material respects as of such certain
date:


 






    38


     


    

 


Section 7.1Existence
and Power. Each of the Credit Parties (a) is a corporation, limited liability company or partnership duly incorporated or organized
(as applicable), and is validly existing and in good standing under the Laws of its jurisdiction of incorporation or organization (as
applicable), (b) has all corporate, limited liability company or partnership power (as applicable) and all material governmental
licenses, authorizations, consents and approvals required to carry on its businesses as now conducted and as proposed to be conducted,
and (c) is duly qualified to transact business as a foreign corporation, foreign limited liability company or foreign partnership
(as applicable) in each jurisdiction where a failure to be so qualified could reasonably be expected to have a Material Adverse Effect.


 


Section 7.2Corporate,
Limited Liability Company, Partnership and Governmental Authorization; Contravention. The execution, delivery and performance of this
Agreement, the Notes, the Mortgages and the other Loan Papers by each Credit Party (as applicable) (a) are within such Credit Party’s
corporate, partnership, or limited liability company powers (as applicable), (b) have been duly authorized by all necessary corporate,
partnership, or limited liability company action (as applicable), (c) require no action by or in respect of, or filing with, any
Governmental Authority or official, and (d) do not contravene, or constitute a default under, any provision of applicable Law or
regulations (including the Margin Regulations) or of the articles of association, partnership agreement, certificate of limited partnership,
articles of incorporation, certificate of incorporation, bylaws, regulations or other organizational documents (as applicable) of any
such Credit Party or of any agreement, judgment, injunction, order, decree or other instrument binding upon any such Credit Party or result
in the creation or imposition of any Lien on any asset of any such Credit Party except Liens securing the Obligations.


 


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


 


Section 7.4Financial
Information.


 


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


 


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


 








    39


     


    

 





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


 


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


 


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


 


Any information that Borrower
is required to deliver to the Administrative Agent or any, or all, Banks pursuant to the foregoing clauses (a)(a)
and (b)(b) of this
Section 8.1 shall be deemed delivered if and when such information is filed on EDGAR or the equivalent thereof with
the SEC.


 


Borrower hereby acknowledges
that (a) the Administrative Agent and/or the Arrangers will make available to the Banks and the Letter of Credit Issuer materials
and/or information provided by or on behalf of Borrower hereunder (collectively, “Borrower Materials”) by posting
Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain
of the Banks (each, a “Public Bank”) may have personnel who do not wish to receive material non-public information
with respect to Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment
and other market-related activities with respect to such Persons’ securities. Borrower hereby agrees that (i) it will use commercially
reasonable efforts to identify that portion of Borrower Materials that may be distributed to the Public Banks; (ii) all such Borrower
Materials 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; (iii) by marking Borrower Materials “PUBLIC,” Borrower shall be deemed
to have authorized the Administrative Agent, the Arrangers, the Letter of Credit Issuers and the Banks to treat such Borrower Materials
as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrower or its securities
for purposes of United States Federal and state securities laws (provided that, to the extent such Borrower Materials constitute
confidential information subject to Section 14.14, they shall be treated as set forth in Section 14.14);
(iv) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated
 “Public Investor”; and (v) the Administrative Agent and the Arrangers 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 designated “Public
Investor.”


 


Section 8.2Business
of Credit Parties. The primary business of each Credit Party will continue to be the acquisition, exploration, development and
operation of Mineral Interests, and/or the production and/or marketing of Hydrocarbons and accompanying elements therefrom. Borrower
will not, and will not permit any Credit Party to (a) at any time maintain its jurisdiction of organization in any jurisdiction
outside of the United States of America or (b) acquire or make by each Benefitting Guarantor in order for such Benefitting
Guarantor to honor its obligations (without giving effect to (b)) under the Facility Guaranty and any other Loan Paper
including obligations with respect to Hedge Transactions (provided, however, that Borrower shall only be liable
under this Section 8.13(a) for the maximum amount of such liability that can be hereby incurred without rendering
its obligations under this Section 8.13(a), or otherwise under this Agreement or any Loan Paper, as it relates to
such Benefitting Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any
greater amount). The obligations of Borrower under this Section 8.13(a) shall remain in full force and effect
until all Obligations are paid in full to the Banks, Administrative Agent and all other Persons to whom Obligations are owing, and
all of the Banks’ Commitments are terminated. Borrower intends that this Section 8.13(a) constitute, and
this Section 8.13(a) shall be deemed to constitute, a “keepwell, support, or other agreement” for the
benefit of each Benefitting Guarantor for all purposes of Section 1a(18)(A)(v)(ii) of the Commodity Exchange Act.


 






    40


     


    

 


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


 


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


 


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


 


ARTICLE IX

NEGATIVE COVENANTS


 


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


 


Section 9.1Debt.
Borrower will not, nor will Borrower permit any other Credit Party to, incur, become or remain liable for any Debt other than
(a) the Obligations, (b) Debt of any Credit Party to any other Credit Party, (c) Permitted Purchase Money Debt,
(d) subject to any adjustment to the Borrowing Base required under Section 2.15, Senior Notes and any
guarantees thereof and any Permitted Refinancing Debt, provided that, solely with respect to Senior Notes not constituting
Permitted Refinancing Debt, (i) such Senior Notes do not have any scheduled amortization prior to the stated maturity of such
Senior Notes, (ii) such Senior Notes do not mature sooner than a date that is at least one-hundred and eighty (180) days
following the Termination Date in effect on the date of issuance of such Senior Notes, (iii) such Senior Notes and any
guarantees thereof are on market terms for similar instruments of issuers of similar size and credit quality given the then
prevailing market conditions, (iv) as determined in good faith by the senior management of Borrower, such Senior Notes and any
guarantees thereof are on terms, taken as a whole, no more restrictive or burdensome than this Agreement, provided that
(A) the financial maintenance covenants with respect to such Senior Notes are not more restrictive than those in this Agreement
and (B) the representations and warranties, covenants (other than financial maintenance covenants) and events of default of
such Senior Notes are not, taken as a whole, more restrictive or burdensome than those in this Agreement, and (v) such Senior
Notes do not have any mandatory prepayment or redemption provisions (other than customary change of control or asset sale tender
offer provisions) which would require a mandatory prepayment or redemption in priority to the Obligations, and (e) other Debt
in an amount not to exceed at any time $20,000,000 in the aggregate.


 






    41


     


    

 


Solely for purposes of clause
(d) of this Section 9.1, any Permitted Senior Debt for the payment of which the proceeds of other Senior Notes or Permitted
Refinancing Debt has been deposited in trust or otherwise set aside shall be deemed no longer “outstanding” so long as such
Permitted Senior Debt is repaid within sixty (60) days after the Credit Parties’ receipt of proceeds of such other Senior Notes
or Permitted Refinancing Debt.


 


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


 


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


 


(b)       make
Distributions from and after April 1, 2020; so long as immediately after giving
effect to any such Distribution (i) no Default or Event of Default exists or results therefrom, (ii) undrawn Commitments are greater
than or equal to thirty-five percent (35%) of the Total Commitment, (iii) the Borrower will be in pro forma compliance with the
financial covenant set forth in Section 10.1(a), (iv) the Consolidated Total Leverage Ratio on a pro forma basis is
not greater than 2.00 to 1.00, in the case of both (iii) and (iv), Net Debt or Total Debt, as applicable, shall be determined as of
the date of calculation after giving effect to such Distribution occurring on such date and Consolidated EBITDAX shall be determined
as if such Distribution occurred on the last day of the Fiscal Quarter then most recently ended for which financial statements have
been received pursuant to Section 8.1 and, (v) the
Amount of Capped Distributions, Investments and Redemptions is not greater than $100,000,000Available
Free Cash Flow on a pro forma basis shall be greater than or equal to $0 and (vi) the Borrower shall have timely delivered the
certificate required under Section 8.1(r) with respect to such Distribution; and provided, further
that (x) any Equity repurchased pursuant to this Section 9.2(b) shall be contemporaneously cancelled by the Borrower
and (y) for clarity, (1) such cancellation is not restricted by Section 9.5 and does not trigger any requirement that
the Borrower or any other Credit Party take any further action to be in compliance therewith, and (2) the requirement set forth in
clause (iv) of this Section 9.2(b) is applicable only at the time of such Distribution after giving effect to any
related borrowing or Debt issuance and does not require that the Consolidated Total Leverage Ratio be maintained at not Section
4.6, Borrower delivers reasonable prior written notice thereof to the Administrative Agent, and (y) if a Borrowing Base
Deficiency would result from such Swap Liquidation as a result of an automatic redetermination of the Borrowing Base pursuant to Section
4.6, Borrower prepays Borrowings, prior to or contemporaneously with the consummation of such Swap Liquidation to the extent
that such prepayment would have been required under Section 2.6(a) after giving effect to such automatic
redetermination of the Borrowing Base.

 






    42


     


    

 


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


 


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


 


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


 


(a)       call,
make or offer to make any optional or voluntary Redemption of or otherwise optionally or voluntarily Redeem (whether in whole or in
part) the Senior Notes prior to the date that is one-hundred and eighty (180) days after the Termination Date except that Borrower
may call, make or offer to make Redemptions from and after April 1, 2020;the
Seventh Amendment Effective Date: (i) so long as immediately after giving effect to such Redemptions (and any
Borrowings incurred in connection therewith), (i1)
no Default or Event of Default exists or results therefrom, (ii2)
undrawn Commitments are greater than or equal to thirty-five percent (35%) of the Total Commitment, (iii3)
the Borrower will be in pro forma compliance with the financial covenant set forth in Section 10.1(a), (iv4)
the Consolidated Total Leverage Ratio on a pro forma basis is not greater than 2.502.0 to
1.00, (or
solely with respect to Specified Senior Notes Repurchases for5)
Available Free Cash Flow on a pro forma basis shall be greater than or equal to $0 and (6) the Borrower shall have timely delivered
the certificate required under Section 8.1(r) with respect to such Redemption; (ii) with an aggregate
repurchase price not to exceed $50,000,000, not greater than 2.75 to 1.00), and (v) the Amount of
Capped Distributions, Investments and Redemptions is not greater than $100,000,000; orthe
Available Amount, so long as immediately after giving effect to such Redemptions (and any Borrowings incurred in connection
therewith), (1) no Default or Event of Default exists or results therefrom, (2) undrawn Commitments are greater than or equal to
thirty-five percent (35%) of the Total Commitment, and (3) the Consolidated Total Leverage Ratio on a pro forma basis is not greater
than (x) 2.75 to 1.00, prior to the Specified FS Delivery Date and (y) 2.50 to 1.00, on and after the Specified FS Delivery Date; or
(iii) with the net cash proceeds received by the Borrower in connection with the issuance of common equity in the Borrower
after the Seventh Amendment Effective Date; provided that, (1) such net cash proceeds received are applied within sixty (60) days
following such issuance and (2) so long as immediately after giving effect to such Redemptions, no Default, Event of Default or
Borrowing Base Deficiency exists or results therefrom; provided further that, for the avoidance of doubt, the amount of net cash
proceeds utilized for any Redemptions pursuant to this subclause (iii) shall not increase the Available Amount; or


 






    43


     


    

 



 


(b)       amend,
modify, waive or otherwise change, consent or agree to any amendment, modification, waiver or other change to, any of the terms of the
Senior Notes or the Senior Notes Indenture if (i) the effect thereof would be to shorten the maturity of the Senior Notes or shorten
the average life or increase the amount of any payment of principal thereof or increase the rate or scheduled recurring fee or add call
or pre-payment premiums or shorten any period for payment of interest thereon, (ii) such action requires the payment of a consent
fee (howsoever described), (iii) such action increases the interest rate margins applicable to the Senior Notes or alters the calculation
of interest thereunder, (iv) such action adds or amends any representations and warranties, covenants or events of default to be
more restrictive or burdensome than this Agreement without this Agreement being contemporaneously amended to add similar provisions or
(v) adds or changes any redemption, put or prepayment provisions; provided that the foregoing shall not prohibit the execution
of supplemental agreements to add guarantors if required by the terms thereof (provided that any such guarantor also guarantees
the Obligations pursuant to the Facility Guaranty and each of Borrower and such guarantor otherwise complies with Section 5.4).


 


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


 


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


 


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


 


ARTICLE X

FINANCIAL COVENANTS


 


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


 


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


 






    44


     


    

 


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


 


ARTICLE XI

DEFAULTS


 


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


 


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


 


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


 


(c)       any
Credit Party shall fail to observe or perform any covenant or agreement applicable thereto contained in Section 4.4,
Section 8.1(d), Section 8.3(a), Section 8.5, Article IX, or
Article X;


 


(d)       any
Credit Party shall fail to observe or perform any covenant or agreement contained in this Agreement or the other Loan Papers (other than
those covered by Section 11.1(a), Section 11.1(b) and Section 11.1(c)) and such
failure continues for a period of 30 days after the earlier of (i) the date any Authorized Officer of any Credit Party acquires knowledge
of such failure, or (ii) written notice thereof has been given to any such Credit Party by Administrative Agent at the request of
any Bank;


 


(e)       any
representation, warranty, certification or statement made or deemed to have been made by any Credit Party in this Agreement or by any
Credit Party or any other Person on behalf of any Credit Party in any other Loan Paper or any other certificate, financial statement or
other document delivered pursuant to this Agreement shall prove to have been incorrect in any material respect when made, deemed made,
or confirmed.


 


(f)       (i) any
Credit Party shall fail to make any payment when due on any Debt in a principal amount equal to or greater than $50,000,000, or any event
or condition (A) shall occur which results in the acceleration of the maturity of any Debt (other than Debt under or in connection
with a Hedge Agreement) of any such Credit Party in a principal amount equal to or greater than $50,000,000 individually or in the aggregate,
or (B) shall occur which entitles (or,


 






    45


     


    

 


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


 


(m)       a
Change of Control shall occur; or


 


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


 


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


 


Section 11.2   Credit
Bidding. 


 


(a)       The
Administrative Agent, on behalf of itself and the Secured Parties, shall have the right, exercisable at the direction of the Required
Banks, to credit bid and purchase for the benefit of the Administrative Agent and the Secured Parties all or any portion of the collateral
for the Obligations pledged or granted pursuant to the Loan Papers at any sale thereof conducted by the Administrative Agent under the
provisions of the UCC, including pursuant to Sections 9-610 or 9-620 of the UCC, at any sale thereof conducted under the provisions of
the United States Bankruptcy Code, including section 363 thereof, or a sale under a plan of reorganization, or at any other sale or foreclosure
conducted by the Administrative Agent (whether by judicial action or otherwise) in accordance with applicable law. Such credit bid or
purchase may be completed through one or more acquisition vehicles formed by the Administrative Agent to make such credit bid or purchase
and, in connection therewith, the Administrative Agent is authorized, on behalf of itself and the other Secured Parties, to adopt documents
providing for the governance of the acquisition vehicle or vehicles, and assign the applicable Obligations to any such acquisition vehicle
in exchange for Equity and/or debt issued by the applicable acquisition vehicle (which shall be deemed to be held for the ratable account
of the applicable Secured Parties on the basis of the Obligations so assigned by each Secured Party); provided that any actions by the
Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or Equity thereof,
shall be governed, directly or indirectly, by the vote of the Required Banks, irrespective of the termination of this Agreement and without
giving effect to the limitations on actions by the Required Banks contained in Section 14.2.


 


(b)       Each
Bank hereby agrees, on behalf of itself and each of its Affiliates that is a Secured Party, that, except as otherwise provided in any
Loan Paper or with the written consent of the Administrative Agent and the Required Banks, it will not take any enforcement action, accelerate
obligations under any of the Loan Papers, or exercise any right that it might otherwise have under applicable law to credit bid at foreclosure
sales, UCC sales or other similar dispositions of collateral for the Obligations pledged or granted pursuant to the Loan Papers.


 






    46


     


    

 


of reorganization, arrangement,
adjustment or composition affecting the Obligations or the rights of any Bank or to authorize the Administrative Agent to vote in respect
of the claim of any Bank in any such proceeding.


 


Section 12.13   Secured
Hedge Transactions. To the extent any Affiliate of a Bank is a party to a Hedge Transaction with Borrower or any other Credit Party
and thereby becomes a beneficiary of the Liens pursuant to any Loan Paper, such Affiliate of a Bank shall be deemed to appoint the Administrative
Agent its nominee and agent to act for and on behalf of such Affiliate in connection with such Loan Papers and to be bound by the terms
of this Article XII, and the other provisions of this Agreement.


 


Section 12.14     Erroneous
Payment.


 


(a)       Each
Bank and, each
Letter of Credit Issuer, each other Secured Party and any other party hereto
hereby severally agrees that if (i) the Administrative Agent notifies (which such notice shall be conclusive absent manifest error)
such Bank or Letter of Credit Issuer or any other Secured Party (or the Bank
Affiliate of a Secured Party) or any other Person that has received funds from the Administrative Agent or any of its Affiliates, either
for its own account or on behalf of a Bank, Letter of Credit Issuer or other Secured Party (each such recipient, a “Payment Recipient”)
that the Administrative Agent has determined in its sole discretion that any funds received by such Bank
or Letter of Credit Issuer from the Administrative Agent or any of its AffiliatesPayment
Recipient were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Bank
or Letter of Credit IssuerPayment Recipient (whether
or not known to such Bank or Letter of Credit IssuerPayment
Recipient) or (ii) itany
Payment Recipient receives any payment from the Administrative Agent (or any of its Affiliates) (x) that is in a different
amount than, or on a different date from, that specified in a notice of payment,
prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment
or repayment, as applicable, (y) that was not preceded or accompanied by a notice of payment,
prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment,
prepayment or repayment, as applicable, or (z) that such Bank or Letter of Credit IssuerPayment
Recipient otherwise becomes aware was transmitted,  or received,
 in error or by mistake (in whole or in part) then, in each case,
an error in payment hasshall
be presumed to have been made (any such amounts specified in clauses (i) or (ii) of this Section 12.14(a), whether
received as a payment, prepayment or repayment of principal, interest, fees,
distribution or otherwise; individually and collectively, an “Erroneous Payment”) and
the Bank or Letter of Credit Issuer, as the case may be,, then,
in each case, such Payment Recipient is deemed to have knowledge of such error at the time of its receipt of such Erroneous
Payment and to the extent permitted by applicable law, such Bank or Letter of Credit Issuer;
provided that nothing in this Section shall require the Administrative Agent to provide any of the notices specified in clauses (i) or
(ii) above. Each Payment Recipient agrees that it shall not assert any right or claim to theany
Erroneous Payment, and hereby waives,  any claim, counterclaim, defense or right of set-off
or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payments received,
including without limitation waiver of any defense based on “discharge for value” or any similar doctrine.


 


(b)       Without
limiting the immediately preceding clause (a), each Bank and each Letter of Credit IssuerPayment
Recipient agrees that, in the case of clause (a)(ii) above, it shall promptly (and, in all
events, within one Business Day of its knowledge (or deemed knowledge) of such error) notify the Administrative Agent
in writing of such occurrence and, in .


 






    47


     


    

 


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


 


(d)       In
the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand therefor
by the Administrative Agent in accordance with immediately preceding clause (c), from any Bank that is a Payment Recipient or an Affiliate
of a Payment Recipient (such unrecovered amount as to such Bank, an “Erroneous Payment Return Deficiency”), then at the sole
discretion of the Administrative Agent and upon the Administrative Agent’s written notice to such Bank such Bank shall be deemed
to have made a cashless assignment of the full face amount of the portion of its Loans (but not its Commitments) with respect to which
such Erroneous Payment was made (the “Erroneous Payment Impacted Class”) to the Administrative Agent or, at the option of
the Administrative Agent, the Administrative Agent’s applicable lending affiliate in an amount that is equal to the Erroneous Payment
Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment of the Loans (but not Commitments)
of the Erroneous Payment Impacted Class, the “Erroneous Payment Deficiency Assignment”) plus any accrued and unpaid interest
on such assigned amount, without further consent or approval of any party hereto and without any payment by the Administrative Agent or
its applicable lending affiliate as the assignee of such Erroneous Payment Deficiency Assignment. Without limitation of its rights hereunder,
the Administrative Agent may cancel any Erroneous Payment Deficiency Assignment at any time by written notice to the applicable assigning
Bank and upon such revocation all of the Loans assigned pursuant to such Erroneous Payment Deficiency Assignment shall be reassigned to
such Bank without any requirement for payment or other consideration. The parties hereto acknowledge and agree that (i) any assignment
contemplated in this clause (d) shall be made without any requirement for any payment or other consideration paid by the applicable assignee
or received by the assignor, (ii) the provisions of this clause (d) shall govern in the event of any conflict with the terms and conditions
of Section 12.10 and (iii) the Administrative Agent may reflect such assignments in the Register without further consent or action
by any other Person.


 


(ce)    The
Borrower and each other Credit PartyEach
party hereto hereby agrees that (xi)
in the event an Erroneous Payment (or portion thereof) is not recovered from any Bank or Letter of Credit
IssuerPayment
Recipient that has received such Erroneous Payment (or portion thereof) for any reason, the Administrative Agent (A)
shall be subrogated to all the rights of such Bank or Letter of Credit IssuerPayment
Recipient with respect to such amount and
(B) is authorized to set off, net and apply any and all amounts at any time owing to such Payment Recipient under any Loan Paper, or
otherwise payable or distributable by the Administrative Agent to such Payment Recipient from any source, against any amount due to the
Administrative Agent under this Section 12.14 or under the indemnification provisions of this Agreement, (yii)
the
receipt of an Erroneous Payment shall not pay, prepay, repayby
a Payment Recipient shall not for the purpose of this Agreement be treated as a payment, prepayment, repayment, discharge
or otherwise satisfyother
satisfaction of any Obligations owed by the Borrower or any other Credit Party,
except, in each case, to the extent such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is,
comprised of funds received by the Administrative Agent from the Borrower or any other Credit Party for the purpose of making a payment
on the Obligations and (ziii)
to the extent that an Erroneous Payment was in any way or at any time credited as payment or satisfaction of any of the Obligations,
the Obligations or any part thereof that were so credited, and all rights of the applicable Bank, Letter
of Credit Issuer, Administrative Agent or other Secured PartyPayment
Recipient, as the case may be, shall be reinstated and continue in full force and effect as if such payment or satisfaction
had never been received except in the case of clauses (x), (y) and (z), to the extent such Erroneous
Payment, and solely with respect to the amount of such Erroneous Payment that, comprises funds received by the Administrative Agent from
the Borrower or any other Credit Party for the purposes of making such Erroneous Payment..


 






    48


     


    

 


(df)      Each
party’s obligations under this Section 12.14 shall survive the resignation or replacement of the Administrative Agent
or any transfer of right or obligations by, or the replacement of, a Bank, the termination of the Commitments or the repayment, satisfaction
or discharge of all Obligations (or any portion thereof) under theany
Loan PapersPaper.


 


(g)       Nothing
in this Section 12.14 will constitute a waiver or release of any claim of any party hereunder arising from any Payment Recipient’s
receipt of an Erroneous Payment.


 


Section 12.15Certain
ERISA Matters(a)Each Bank (x) represents and warrants, as of
the date such Person became a Bank party hereto, to, and (y) covenants, from the date such Person became a Bank party hereto to the date
such Person ceases being a Bank party hereto, for the benefit of, the Administrative Agent, the Arranger and its Affiliates, and not,
for the avoidance of doubt, to or for the benefit of the Borrower or any other Credit Party, that at least one of the following is and
will be true: 


 


(i)       such
Bank is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with
respect to such Bank’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit or
the Commitments or this Agreement; 


 


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


 






    49


     


    

 


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


 


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


 


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


 


ARTICLE XIII

PROTECTION OF YIELD; CHANGE IN LAWS


 


Section 13.1     Basis
for DeterminingAlternate
Rate of Interest Rate Applicable to Eurodollar Tranches Inadequate.


 


(a)       Circumstances
Affecting LIBOR Rate Availability. Unless and until a Benchmark
Replacement Rate is implemented in accordance with Section 13.1clause
(bc),
if the Required Banks determine that for any reason below,
in connection with any request for a LoanEurodollar
Borrowing or a conversion to or continuation thereof that (i)or
otherwise, if for any reason (i) the Administrative Agent shall determine (which determination shall be conclusive and binding absent
manifest error) that dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable
amount and Interest Period of such Loan, (ii) adequate andthe
Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that reasonable
and
adequate means do not exist for determining theascertaining
the Adjusted LIBOR Rate or LIBOR Rate for any requestedsuch
Interest Period with respect to a proposed Eurodollar Loan or with respect to clause (c)
of the definition of Adjusted Base Rate, or (iii) the LIBOR Rate for any requested Interest Period with respect to a proposed Eurodollar
Loan or with respect to clause (c) of the definition of Adjusted BaseBorrowing
or (iii) the Required Banks shall determine (which determination shall be conclusive and binding absent manifest error) that the Adjusted
LIBOR Rate or LIBOR Rate does not adequately and fairly reflect the cost to such Banks of funding
such Loan,making
or maintaining such Loans during such Interest Period, then the Administrative Agent will
promptly so notify Borrower and each Bank. Thereafter, the obligation of the Banks to make or maintain Eurodollar Loans and to calculate
clause (c) of the definition ofshall
give notice thereof to the Borrower and the Banks by telephone or fax as promptly as practicable thereafter and, until the Administrative
Agent notifies the Borrower and the Banks that the circumstances giving rise to such notice no longer exist, (i) any interest election
request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective,
and (ii) if any borrowing request requests a Eurodollar Borrowing, such Borrowing shall be made either as an Adjusted Base
Rate with respect to Adjusted Base Rate Loans shall be suspended until Administrative Agent (upon the
instructionBorrowing
or, at the election of the Borrower with the consent of the Required Banks) revokes such
notice; provided that, for purposes of clarity, Adjusted Base Rate Loans shall be calculated without giving effect to clause (c) of the
definition of Adjusted Base Rate during such period. Upon receipt of such notice, Borrower may revoke any pending request for a Borrowing
of, conversion to or continuation of Eurodollar Loans or, failing that, will be deemed to have converted such request into a request
for a Borrowing of Adjusted Base Rate Loans in the amount specified therein.,
at an alternate rate of interest determined by the Required Banks that represents their cost of funds; provided that, no Bank shall be
required to provide their cost of funds.


 






    50


     


    

 


(b)       Laws
Affecting LIBOR Rate Availability. If, after the date hereof, the introduction of, or any change in, any Applicable Law or any change
in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation
or administration thereof, or compliance by any of the Banks (or any of their respective lending offices) with any request or directive
(whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, shall make it unlawful
or impossible for any of the Banks (or any of their respective lending offices) to honor its obligations hereunder to make or maintain
any Eurodollar Borrowing, such Bank shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall
promptly give notice to the Borrower and the other Banks. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances
no longer exist, (i) the obligations of the Banks to make Eurodollar Borrowings, and the right of the Borrower to convert any Loan to
a Eurodollar Borrowing or continue any Loan as a Eurodollar Borrowing shall be suspended (the “Affected Loans”) and thereafter
the Borrower may select only Adjusted Base Rate Borrowings and (ii) if any of the Banks may not lawfully continue to maintain an Affected
Loan to the end of the then current Interest Period applicable thereto, the applicable Affected Loan shall immediately be converted to
an Adjusted Base Rate Borrowing for the remainder of such Interest Period.


 


(c)       Benchmark
Replacement Setting.


 


(i)       Benchmark
Replacement.


 


(bA)Notwithstanding
anything to the contrary in Section 13.1(a) above,
if at any time (i) Administrative Agent has made the determination (such determination to be conclusive absent manifest error) that (x)
the circumstances described in Section 13.1herein
or in any other Loan Paper, if a Benchmark Transition Event, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable,
and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark,
then (x) if a Benchmark Replacement is determined in accordance with clause (a)(i) or (a)(ii) have
arisen and that such circumstances are unlikely to be temporary, or (y) the circumstances described in Section 13.1(a)(i)
or (a)(ii) have not arisen but the applicable supervisor or administrator (if
any) of any of the LIBOR Rate or any Governmental Authority having, or purporting to have, jurisdiction over Administrative Agent has
made a public statement identifying a specific date after which the London interbank offered rate shall no longer be used for determining
interest rates for loans in the United States of America syndicated loan market in the applicable currency, (ii) Wells Fargo Bank, N.A.
shall publicly announce that it is no longer making loans at interest rates based on the London interbank offered rate or shall commence
to make syndicated loans in the United States of America at rates that are not fixed or based upon the London interbank offered rate,
or (iii) if the Borrower notifies the Administrative Agent that it has determined in good faith, that syndicated loans currently being
executed, or that include language similar to that contained in this Section, are being executed or amended (as applicable) to incorporate
or adopt a new benchmark interest rate to replace the London interbank offered rate, then Administrative Agent and Borrower shall endeavor
to agree upon an alternate rate of interest to the LIBOR Rate that gives due consideration to the then prevailing market convention for
determining a rate of interest for syndicated loans in the United States of America (the “Replacement Rate”), in which case,
the Replacement Rate shall, subject to the next two sentences,of
the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will
replace such applicable interest rateBenchmark
for all purposes under the Loan Papers unless and until (A) an event described in Section 13.1(a)(i),
(a)(ii), (b)(i), (b)(ii)
or (b)(iii) occurs with respect to the Replacement Rate or (B) Administrative
Agent (or the Required Banks through Administrative Agent) notifies Borrower that the Replacement Rate does not adequately and fairly
reflect the cost to the Banks of funding the Loans bearing interest at the Replacement Rate. In connection with the establishment and
application of the Replacement Rate, this Agreement and the other Loan Papers shall be amended solely with the consent of Administrative
Agent and the Borrower, as may be necessary or appropriate, in the opinion of Administrative Agent, to effect the provisions of this Section 13.1(b).
Notwithstanding anything to the contrary in this Agreement or the other Loan Papers (including, without limitation, Section 14.2),
such amendment shall become effectivehereunder and under any
Loan Paper in respect of such Benchmark setting and subsequent Benchmark settings without any amendment
to, or further action or consent of any other party to,
this Agreement so long asor
any other Loan Paper and (y) if a Benchmark Replacement is determined in accordance with clause (a)(iii) or clause (c) of the definition
of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for
all purposes hereunder and under any Loan Paper in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the
fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Banks without any amendment to, or further
action or consent of any other party to, this Agreement or any other Loan Paper so long as the Administrative Agent shallhas
not have received, within five (5) Business Days of
the delivery of such amendment to the Banks, written notices from such Banks that in the aggregate constitute Required Banks, with each
such notice stating that such Bank objects to such amendment. To the extent the Replacement Rate is approved by Administrative Agent in
connection with this clause (b), the Replacement Rate shall be applied in a manner consistent with market practice; provided that, in
each case, to the extent such market practice is not administratively feasible for Administrative Agent, such Replacement Rate shall be
applied as otherwise reasonably determined by Administrative Agent (it being understood that any such modification by Administrative Agent
shall not require the consent of, or consultation with, any of the Banks).by
such time, written notice of objection to such Benchmark Replacement from Banks comprising the Required Banks. If an Unadjusted Benchmark
Replacement is Daily Simple SOFR, all interest payments will be payable on a monthly basis.


 






    51


     


    

 



 


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


 


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


 


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


 






    52


     


    

 


(iv)       Unavailability
of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Loan Paper, at any time (including in connection
with the implementation of a Benchmark Replacement), (A) if the then-current Benchmark is a term rate (including Term SOFR or USD LIBOR)
and either (1) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time
to time as selected by the Administrative Agent in its reasonable discretion or (2) the regulatory supervisor for the administrator of
such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be
no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings
at or after such time to remove such unavailable or non-representative tenor and (B) if a tenor that was removed pursuant to clause (A)
above either (1) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (2)is
not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark
Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or
after such time to reinstate such previously removed tenor.


 


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


 


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


 


Section 13.2  Illegality
of Eurodollar Tranches.


 


(a)       If,
after the date of this Agreement, the adoption of any applicable Law, rule or regulation, or any change therein, or any change in the
interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation
or administration thereof, or compliance by any Bank (or its Eurodollar Lending Office) with any request or directive (whether or not
having the force of Law) of any such authority, central bank or comparable agency shall make it unlawful or impossible for any Bank (or
its Eurodollar Lending Office) to make, maintain or fund any portion of the Loans subject to a Eurodollar Tranche and such Bank shall
so notify Administrative Agent, Administrative Agent


 






    53


     


    

 


(b)       Borrower
acknowledges and agrees, and acknowledges its Affiliates understanding, that (i) it has been advised by counsel in the negotiation,
execution and delivery of the Loan Papers to which it is a party, (ii) it has made an independent decision to enter into this Agreement
and the other Loan Papers to which it is a party, without reliance on any representation, warranty, covenant or undertaking by Banks or
Agents whether written, oral or implicit, other than as expressly set out in this Agreement or in another Loan Paper delivered on or after
the Closing Date, (iii) there are no representations, warranties, covenants, undertakings or agreements by any Bank or any Agent
as to the Loan Papers except as expressly set out in this Agreement or in another Loan Paper delivered on or after the Closing Date, (iv) neither
any Bank nor any Agent owes any fiduciary duty to Borrower or any other Credit Party with respect to any Loan Paper or the transactions
contemplated thereby, (v) the relationship pursuant to the Loan Papers between Borrower, on one hand, and Banks and Agents, on the
other hand, is and shall be solely that of debtor and creditor, respectively, (vi) no partnership or joint venture exists with respect
to the Loan Papers between Borrower and any Bank or any Agent, (vii) should an Event of Default or Default occur or exist each Bank
and each Agent will determine in its sole and absolute discretion and for its own reasons what remedies and actions it will or will not
exercise or take at that time, (viii) without limiting any of the foregoing, Borrower is not relying upon any representation or covenant
by any Bank or any Agent or any representative thereof, and no such representation or covenant has been made, that any Bank or any Agent
will, at the time of an Event of Default, or at any other time, waive, negotiate, discuss, or take or refrain from taking any action permitted
under the Loan Papers with respect to any such Event of Default or Default or any other provision of the Loan Papers, and (ix) each
Bank has relied upon the truthfulness of the acknowledgments in this Section 14.2(b) in deciding to execute and deliver
this Agreement and to make the Loans.


 


(c)       The
Aggregate Elected Commitment Amount, a Bank’s Elected Commitment Amount, a Bank’s Maximum Credit Amount, the Commitment
Percentage of each Bank, and Schedule 1 to this Agreement may be amended as set forth in Section 2.16, Schedule 1 to
this Agreement may be amended as set forth in Section 14.8(b), and Administrative Agent (and,
if applicable, the Borrower)
may, without the consent of any Bank, enter into amendments or modifications to this Agreement or any of the other Loan Papers or to
enter into additional Loan Papers as Administrative Agent reasonably deems appropriate in
order to implement any Benchmark Replacement Rateor
any Benchmark Replacement Conforming Changes or otherwise effectuate the terms of Section 13.1(bc) in
accordance with the terms of Section 13.1(bc).
Any other provision of this Agreement, the Notes or the other Loan Papers may be amended or waived if, but only if such amendment or
waiver is in writing and is signed by Borrower and Required Banks (and, if the rights or duties of Administrative Agent are affected
thereby, by Administrative Agent); provided that, (1) no such amendment or waiver shall (a) increase the Commitment, Maximum Credit
Amount and Elected Commitment of any Bank, (b) subject any Bank to any additional obligation, or (c) amend or waive any of the
provisions of Article IV or the definitions contained in Section 1.2 applicable thereto without the written consent of
such Bank and (2) no such amendment or waiver shall unless signed by all Banks (or, in the case of clauses (C) and (D), each Bank
affected thereby): (a) increase the Borrowing Base, (b) amend or waive any of the provisions of Article IV or the
definitions contained in Section 1.2 applicable thereto, (c) forgive any of the principal of or reduce the rate of
interest on the Loans (other than as a result of the adoption of athe
implementation of any Benchmark Replacement Rate pursuant to Section 13.1(bc))
or any fees hereunder, (d) postpone the Termination Date or any date fixed for any payment of principal of or interest on the Loan
or any fees hereunder, (e) change the percentages of the Aggregate Maximum Credit Amount, the definitions of “Required
Bank” and/or “Super Majority Bank”, or the number of Banks which shall be required for the Banks or any of them to
take any action under this Section 14.2(c) or any other provision of this Agreement, (f) permit Borrower to assign any
of its rights hereunder, (g) provide for the release or substitution of collateral for the Obligations or any part thereof other
than releases required pursuant to sales of collateral which are expressly permitted by Section 9.5, (h) provide for
the release of any Credit Party from its Facility Guaranty, except in connection with a transaction expressly permitted under Section
9.4, or (i) amend Section 2.9, Section 3.2(c)
or any other provisions governing the pro rata sharing of payments or
pro rata reduction of Commitments, as applicable, among Banks in a manner to permit non-pro rata sharing of payments amongor
non-pro rata reduction of Commitments, as applicable, among Banks or (j) (x) subordinate any of the Obligations owed to the Banks in
right of payment or otherwise adversely affect the priority of payment of any of such Obligations or (y) subordinate any of the
Liens securing the Obligations owed to the Banks, in each case without the consent of each of the Banks. Borrower,
Administrative Agent and each Bank further acknowledge that any decision by Administrative Agent or any Bank to enter into any
amendment, waiver or consent pursuant hereto shall be made by such Bank or Administrative Agent in its sole discretion, and in
making any such decision Administrative Agent and each such Bank shall be permitted to give due consideration to any credit or other
relationship Administrative Agent or any such Bank may have with Borrower, any other Credit Party or any Affiliate of any Credit
Party.


 






    54


     


    

 


Section 14.3  Expenses;
Documentary Taxes; Indemnification.


 


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


 


(b)       Borrower
agrees to indemnify each Indemnified Entity (as defined below), upon demand, from and against any and all liabilities, obligations, claims,
losses, damages, penalties, fines, actions, judgments, suits, settlements, costs, expenses or disbursements (including reasonable fees
of attorneys, accountants, experts and advisors) of any kind or nature whatsoever (in this section collectively called “liabilities
and costs”) which to any extent (in whole or in part) may be imposed on, incurred by, or asserted against such Indemnified Entity
growing out of, resulting from or in any other way associated with any of the collateral for the Loans, the Loan Papers, or the transactions
and events (including the enforcement or defense thereof) at any time associated therewith or contemplated therein (including any violation
or noncompliance with any applicable environmental Laws by any Credit Party or any liabilities or duties of any Credit Party or of any
Indemnified Entity with respect to Hazardous Substances found in or released into the environment).


 


THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER
OR NOT SUCH LIABILITIES AND COSTS ARE IN ANY WAY OR TO ANY EXTENT OWED, IN WHOLE OR IN PART, UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY
OR ARE IN ANY


 






    55


     


    

 


(iii)       the
variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution
Authority.


 


Section 14.18  Exiting
Banks[Reserved].


 


(a)       From
and after the Effective Date, (i) each of the Existing Banks that have not entered into this Agreement on the Effective Date (and
will not have a Commitment hereunder) (an “Exiting Bank”) shall cease to be
a party to this Agreement, (ii) no Exiting Bank shall have any obligations or liabilities under this Agreement with respect to the
period from and after the Effective Date and, without limiting the foregoing, no Exiting Bank shall have any Commitment under this Agreement
and (iii) no Exiting Bank shall have any rights under this Agreement or any other Loan Paper (other than rights under the Existing
Credit Agreement expressly stated to survive the termination of such agreement and the repayment of amounts outstanding thereunder).


 


(b)       Existing
Banks hereby waive any requirements for notice of prepayment and the payment of any related prepayment penalties, minimum amounts of prepayments
of Loans (as defined in the Existing Credit Agreement), ratable reductions of the commitments of the Banks under the Existing Credit Agreement
and ratable payments on account of the principal or interest of any Loan (as defined in the Existing Credit Agreement) under the Existing
Credit Agreement to the extent such prepayment, reductions or payments are required pursuant thereto.


 


Section 14.19  Acknowledgement
Regarding Any Supported QFC. To the extent that the Loan Papers provide support, through a guarantee or otherwise, for Swap Agreements
or any other agreement or instrument that is a QFC (such support, “QFC Credit Support” and, each such QFC, a “Supported
QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the FDIC under the Federal Deposit
Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated
thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the
provisions below applicable notwithstanding that the Loan Papers and any Supported QFC may in fact be stated to be governed by the laws
of the State of New York and/or of the United States or any other state of the United States):


 


In the event a Covered Entity
that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution
Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such
Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such
Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the
Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the
United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject
to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Papers that might otherwise apply to such Supported
QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than
such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Papers were governed
by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that
rights and remedies of the parties with respect to a Defaulting Bank shall in no event affect the rights of any Covered Party with respect
to a Supported QFC or any QFC Credit Support.


 






    56