Term Loan Credit Agreement



  
 Exhibit 10.20 
  
 FINAL DRAFT 

  
 TERM LOAN CREDIT AGREEMENT 
  
 dated as of 
  
 November 10, 2004 
  
 among 
  
 XTO ENERGY INC., 
 as Borrower, 
  
 BANK OF AMERICA, N.A., 
 as Administrative Agent, 
  
 and 
  
 The Lenders Party Hereto 
  

  
 BNP PARIBAS, 
  
 as Syndication Agent 
  
 and

  
 CITIBANK, N.A., 
  
 HARRIS NESBITT FINANCING, INC., 
  
 and 
  
 WACHOVIA BANK, NATIONAL ASSOCIATION, 
  
 as Co-Documentation Agents 
  

  

					
	BANC OF AMERICA	 	 	 	 
	SECURITIES, LLC	 	and	 	BNP PARIBAS
	as Co-Arrangers and Joint Bookrunners

  








  
 TABLE OF CONTENTS

  

					
	 	  	 	  	Page:


	ARTICLE I
DEFINITIONS	  	 
			
	Section 1.01	  	 Defined Terms
	  	1
	Section 1.02	  	 Classification of Loans and Tranches
	  	18
	Section 1.03	  	 Terms Generally
	  	18
	Section 1.04	  	 Accounting Terms; GAAP
	  	18
	Section 1.05	  	 Rounding
	  	18
		
	ARTICLE II
THE TERM LOANS	  	 
			
	Section 2.01	  	 Term Loans
	  	18
	Section 2.02	  	 [Reserved]
	  	18
	Section 2.03	  	 Loans
	  	19
	Section 2.04	  	 Request for the Term Loans
	  	19
	Section 2.05	  	 [Reserved]
	  	20
	Section 2.06	  	 [Reserved]
	  	20
	Section 2.07	  	 Funding of the Loans
	  	20
	Section 2.08	  	 Interest Elections
	  	20
	Section 2.09	  	 Termination of Commitments
	  	21
	Section 2.10	  	 Repayment of Loans; Evidence of Debt
	  	22
	Section 2.11	  	 Prepayment of Loans
	  	22
	Section 2.12	  	 Fees
	  	23
	Section 2.13	  	 Interest
	  	23
	Section 2.14	  	 Alternate Rate of Interest
	  	24
	Section 2.15	  	 Increased Costs
	  	24
	Section 2.16	  	 Break Funding Payments
	  	25
	Section 2.17	  	 Taxes
	  	25
	Section 2.18	  	 Payments Generally; Pro Rata Treatment; Sharing of Set-offs
	  	27
	Section 2.19	  	 Mitigation Obligations; Replacement of Lenders
	  	28
		
	ARTICLE III
REPRESENTATIONS AND WARRANTIES	  	 
			
	Section 3.01	  	 Organization; Powers
	  	29
	Section 3.02	  	 Authorization; Enforceability
	  	29
	Section 3.03	  	 Governmental Approvals; No Conflicts
	  	29
	Section 3.04	  	 Financial Condition; No Material Adverse Change
	  	30
	Section 3.05	  	 Properties; Intellectual Property
	  	30
	Section 3.06	  	 Litigation and Environmental Matters
	  	30
	Section 3.07	  	 Compliance with Laws
	  	31
	Section 3.08	  	 Investment and Holding Company Status
	  	31
	Section 3.09	  	 Taxes
	  	31
	Section 3.10	  	 ERISA
	  	31
	Section 3.11	  	 Disclosure
	  	31
	Section 3.12	  	 Absence of Undisclosed Debt
	  	32

  

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	ARTICLE IV
CONDITIONS	  	 
			
	Section 4.01	  	 Effective Date
	  	32
	Section 4.02	  	 Additional Conditions Precedent
	  	33
		
	ARTICLE V
AFFIRMATIVE COVENANTS	  	 
			
	Section 5.01	  	 Financial Statements and Other Information
	  	33
	Section 5.02	  	 Notices of Material Events
	  	35
	Section 5.03	  	 Existence; Conduct of Business
	  	35
	Section 5.04	  	 Payment of Obligations
	  	36
	Section 5.05	  	 Maintenance of Properties; Insurance
	  	36
	Section 5.06	  	 Books and Records; Inspection Rights
	  	36
	Section 5.07	  	 Compliance with Laws
	  	36
	Section 5.08	  	 Use of Proceeds
	  	36
	Section 5.09	  	 Operations
	  	36
	Section 5.10	  	 Additional Subsidiary Guarantors
	  	37
		
	ARTICLE VI
NEGATIVE COVENANTS	  	 
			
	Section 6.01	  	 Indebtedness
	  	37
	Section 6.02	  	 Liens
	  	37
	Section 6.03	  	 Fundamental Changes
	  	38
	Section 6.04	  	 Financial Covenant
	  	38
	Section 6.05	  	 Investments, Loans and Advances
	  	38
	Section 6.06	  	 Swap Agreements
	  	38
	Section 6.07	  	 Transactions with Affiliates
	  	39
	Section 6.08	  	 Restrictive Agreements
	  	39
		
	ARTICLE VII
EVENTS OF DEFAULT	  	 
		
	ARTICLE VIII
THE ADMINISTRATIVE AGENT	  	 
			
	Section 8.01	  	 Administrative Agent
	  	42
	Section 8.02	  	 The Co-Arrangers, Syndication Agent and Co-Documentation Agents
	  	44
		
	ARTICLE IX 
MISCELLANEOUS	  	 
			
	Section 9.01	  	 Notices
	  	44
	Section 9.02	  	 Waivers; Amendments
	  	45
	Section 9.03	  	 Expenses; Indemnity; Damage Waiver
	  	46
	Section 9.04	  	 Successors and Assigns
	  	47
	Section 9.05	  	 Survival
	  	50
	Section 9.06	  	 Counterparts; Integration; Effectiveness
	  	50
	Section 9.07	  	 Severability
	  	50
	Section 9.08	  	 Governing Law; Jurisdiction; Consent to Service of Process
	  	51
	Section 9.09	  	 WAIVER OF JURY TRIAL
	  	51
	Section 9.10	  	 Headings
	  	52
	Section 9.11	  	 Confidentiality
	  	52
	Section 9.12	  	 Interest Rate Limitation
	  	52

  

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	Section 9.13	  	 Right of Setoff
	  	53
	Section 9.14	  	 USA Patriot Act Notice
	  	53
	Section 9.15	  	 EXCULPATION PROVISIONS
	  	54
	Section 9.16	  	 CUSIP Numbers
	  	54
			
	Schedules:	  	 	  	 
			
	Schedule 2.01	  	 Commitments
	  	 
	Schedule 3.06	  	 Disclosed Matters
	  	 
	Schedule 6.02	  	 Existing Liens
	  	 
	Schedule 6.08	  	 Existing Restrictive Agreements
	  	 
			
	Exhibits:	  	 	  	 
			
	Exhibit A	  	 Form of Assignment and Assumption
	  	 
	Exhibit B	  	 Form of Opinion of Borrower’s Counsel
	  	 
	Exhibit C	  	 Form of Subsidiary Guaranty
	  	 
	Exhibit D	  	 Form of Promissory Note
	  	 
	Exhibit E	  	 Form of Borrowing Request
	  	 
	Exhibit F	  	 Form of Interest Election Request
	  	 

  

 iii 








  
 TERM
LOAN CREDIT AGREEMENT dated as of November 10, 2004, among XTO ENERGY INC., a Delaware corporation, as the Borrower, BANK
OF AMERICA, N.A., as Administrative Agent, BNP PARIBAS, as Syndication Agent, and CITIBANK, N.A., HARRIS NESBITT
FINANCING, INC. and WACHOVIA BANK, NATIONAL ASSOCIATION, as Co-Documentation Agents, and the Lenders party hereto. 
  
 The parties hereto agree as follows: 
  
 ARTICLE I 
 DEFINITIONS 
  
 Section 1.01 Defined Terms. As used in this Agreement, the following terms have the meanings specified below: 
  
 “ABR”, when used in reference to any Tranche, refers to whether such Tranche bears interest at a rate determined by reference to the
Alternate Base Rate. 
  
 “Adjusted LIBO Rate”
means, with respect to any Eurodollar Tranche for any Interest Period, an interest rate per annum equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate. 
  
 “Administrative Agent” means Bank of America, N.A., in its
capacity as administrative agent for the Lenders hereunder. 
  
 “Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent. 
  
 “Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries,
Controls or is Controlled by or is under common Control with the Person specified. A Person shall not be considered to be an “Affiliate” of an Oil and Gas Royalty Trust/MLP solely by virtue of its ownership of Equity Interests of such Oil
and Gas Royalty Trust/MLP. 
  
 “Agent” means the
Administrative Agent, the Syndication Agent or any of the Co-Documentation Agents or all of the foregoing, as the context requires. 
  
 “Agreement” means this Term Loan Credit Agreement, as the same may be amended, modified, restated, or replaced from time to time.

  
 “Alternate Base Rate” means for any day a
fluctuating rate per annum equal to the higher of (a) the Federal Funds Effective Rate plus 1/2 of 1% and (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “Prime Rate.” The
“Prime Rate” is a rate set by Bank of America based upon various factors including Bank of America’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 Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change. 
  

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 “Applicable Margin” means, for any day, with respect to any Eurodollar Tranche, the
Applicable Margin per annum set forth below under the caption “Eurodollar Spread” based upon the rating by S&P and Moody’s, respectively, applicable on such date to the Index Debt: 
  

				
	 Index Debt Ratings

	  	Eurodollar
Spread

	 
	 Category 1
 3 BBB+ /
Baa1
	  	0.475	%
	 Category 2
 BBB / Baa2
	  	0.625	%
	 Category 3
 BBB- / Baa3
	  	0.750	%
	 Category 4
 < BBB- / Baa3
	  	1.000	%

  
 Applicable Margin for
ABR Tranches is zero percent (0%). 
  
 For purposes of the
foregoing, if both Moody’s and S&P shall not have in effect a rating for the Index Debt (other than by reason of the circumstances referred to in the last sentence of this definition), then such agencies shall be deemed to have established
a rating in Category 4. If the ratings established or deemed to have been established by Moody’s and S&P for the Index Debt shall fall within different Categories, the Applicable Margin shall be based on the higher of the two ratings,
unless one of the two ratings is two or more Categories lower than the other, in which case the Applicable Margin shall be determined by reference to the Category next above that of the lower of the two ratings; provided, however, that if only one
of Moody’s or S&P shall have established a rating, then the Applicable Margin shall be determined by reference to such available rating. If the ratings established or deemed to have been established by Moody’s and S&P for the Index
Debt shall be changed (other than as a result of a change in the rating system of Moody’s or S&P), such change shall be effective as of the date on which it is first announced by the applicable rating agency, irrespective of when notice of
such change shall have been furnished by the Borrower to the Agent and the Lenders pursuant to Section 5.01(f) or otherwise. 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. If the rating system of Moody’s or S&P shall change, or if either such rating agency shall cease to be in the business of rating corporate debt
obligations, the Borrower and the Lenders shall negotiate in good faith to amend this definition to reflect such changed rating system or the unavailability of ratings from such rating agency and, pending the effectiveness of any such amendment, the
Applicable Margin shall be determined by reference to the rating of such agency most recently in effect prior to such change or cessation. 
  
 “Applicable Percentage” means, with respect to any Lender, prior to the funding of all the Loans, the percentage of the Commitments
represented by such Lender’s Commitment; and after the funding of all the Loans, the percentage of the Loans represented by such Lender’s Loan, giving effect to any assignments. 
  

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 “Approved Fund” has the meaning assigned to such term in Section 9.04. 
  
 “Assignment and Assumption” means an assignment and
assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by the Administrative Agent.

  
 “Bank of America” means Bank of America,
N.A., and its successors. 
  
 “Board” means the
Board of Governors of the Federal Reserve System of the United States of America. 
  
 “Borrower” means XTO Energy Inc., a Delaware corporation. 
  
 “Borrower Materials” has the meaning assigned to such term in Section 5.01. 
  
 “Borrowing Request” means a request by the Borrower in accordance with Section 2.04. 
  
 “Business Day” means any day that is not a Saturday, Sunday
or other day on which commercial banks in Dallas, Texas or New York, New York are authorized or required by law to remain closed; provided that, when used in connection with a Eurodollar Tranche, the term “Business Day” shall also exclude
any day on which banks are not open for dealings in dollar deposits in the London interbank market. 
  
 “Capital Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other
arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such
obligations shall be the capitalized amount thereof determined in accordance with GAAP. 
  
 “Cash Equivalents” means: (a) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed or insured by the United States government or any agency thereof,
(b) certificates of deposit and eurodollar time deposits with maturities of one year or less from the date of acquisition and overnight bank deposits of any Lender or of any commercial bank (i) having capital and surplus in excess of $500,000,000 or
(ii) which has a short-term commercial paper rating which satisfies the requirements set forth in clause (d) below, (c) repurchase obligations of any Lender or of any commercial bank satisfying the requirements of clause (b) of this definition,
having a term of not more than 30 days with respect to securities issued, fully guaranteed or insured by the United States government or any agency thereof, (d) commercial paper of a domestic issuer rated at least A-2 by S&P or P-2 by
Moody’s, (e) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such
state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A by S&P or A by
Moody’s, and (f) shares of money market mutual or similar funds which invest exclusively in assets satisfying the requirements of clauses (a) through (e) of this definition. 
  

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 “Certifying Officer” has the meaning set forth in Section 5.01(c). 
  
 “Change in Control” means (a) the acquisition of ownership,
directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the date hereof), of Equity
Interests representing more than 35% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Borrower; or (b) occupation of a majority of the seats (other than vacant seats) on the board of directors
of the Borrower by Persons who were neither (i) nominated by the board of directors of the Borrower nor (ii) appointed by directors so nominated. 
  
 “Change in Law” means (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule
or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender (or, for purposes of Section 2.15(b), by any lending office of such Lender or by such
Lender’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement. 
  
 “Co-Arrangers” means both Banc of America Securities, LLC
and BNP Paribas, in their capacity as Co-Arrangers and Joint Bookrunners. 
  
 “Code” means the Internal Revenue Code of 1986, as amended from time to time. 
  
 “Co-Documentation Agents” means Citibank, N.A., Harris Nesbitt Financing, Inc. and Wachovia Bank, National Association, each in its
capacity as documentation agent for the Lenders hereunder. 
  
 “Commitment” means, with respect to each Lender, the commitment of such Lender to make its term Loan on the Effective Date hereunder. The initial amount of each Lender’s Commitment is set forth on Schedule 2.01. The
initial aggregate amount of the Lenders’ Commitments is $300,000,000. 
  
 “Consolidated Tangible Net Worth” means, at any date, (i) the consolidated stockholders’ equity (plus to the extent not included any equity being issued within three Business Days of such date)
of Borrower and its Restricted Subsidiaries (determined in accordance with GAAP); less (ii) the amount of consolidated intangible assets of Borrower and its Restricted Subsidiaries (excluding deferred costs of Indebtedness), provided, that to the
extent any component of oil and gas producing property is classified as intangible assets under GAAP, for purposes of this definition, those assets will be treated as tangible assets; less (iii) the non-cash gains related to derivatives, net of
associated taxes, included in the consolidated income statement of the Borrower after December 31, 2003 and the other comprehensive income component of consolidated stockholders’ net equity of Borrower and its Restricted Subsidiaries; plus (iv)
the aggregate amount of any non-cash write downs, charges and losses, net of associated taxes, included in, but not limited to, those under Statements of Financial Accounting Standards Nos. 19, 109, 123, 142, 143 and 144, (and any statements
replacing, modifying or superseding such statement), on a consolidated basis, by Borrower and its Restricted Subsidiaries after December 31, 

  

 4 








 
2003; plus (v) the non-cash losses related to derivatives, net of associated taxes, included in the consolidated income statement of the Borrower after
December 31, 2003 and the other comprehensive income component of consolidated stockholders’ net equity of Borrower and its Restricted Subsidiaries. 
  
 “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a
Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto. 
  
 “CSB” has the meaning set forth in Section 9.16. 
  
 “Default” means any event or condition which constitutes an
Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default. 
  
 “Disclosed Matters” means the actions, suits and proceedings and the environmental matters disclosed in Schedule 3.06. 
  
 “dollars” or “$” refers to lawful money of
the United States of America. 
  
 “Effective
Date” means the date on which the conditions specified in Section 4.01 and Section 4.02 are satisfied (or waived in accordance with Section 9.02). 
  
 “Environmental Laws” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding
agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the management, release or threatened release of any Hazardous Material or to
health and safety matters. 
  
 “Environmental
Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower or any Subsidiary directly or indirectly resulting from or
based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any
Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing. 
  
 “Equity Interests” means shares of capital stock,
partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or
acquire any such equity interest. 
  
 “ERISA”
means the Employee Retirement Income Security Act of 1974, as amended from time to time. 
  
 “ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with the Borrower, is treated as a single employer under Section 414(b) or (c) of the 

  

 5 








 
Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code. 

 
 “ERISA Event” means (a) any “reportable event”,
as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) the existence with respect to any Plan of an “accumulated funding
deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard
with respect to any Plan; (d) the incurrence by the Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the Borrower or any ERISA Affiliate from the PBGC or
a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the Borrower or any of its ERISA Affiliates of any liability with respect to the
withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by the Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice,
concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA. 
  
 “Eurodollar”, when used in reference to any Tranche, refers
to whether such Tranche bears interest at a rate determined by reference to the Adjusted LIBO Rate. 
  
 “Event of Default” has the meaning set forth in Article VII. 
  
 “Excluded Taxes” means, with respect to the Administrative Agent, any Lender or any other recipient of any
payment to be made by or on account of any obligation of the Borrower hereunder, (a) income or franchise taxes by the United States of America, or by the jurisdiction under the laws of which such recipient is organized or in which its principal
office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which the Borrower is
located and (c) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower under Section 2.19(b)), any withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender
becomes a party to this Agreement whether upon execution or upon assignment (or designates a new lending office) or is attributable to such Foreign Lender’s failure to comply with Section 2.17(e), except to the extent that such Foreign Lender
(or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Borrower with respect to such withholding tax pursuant to Section 2.17(a). 
  
 “Federal Funds Effective Rate” means, for any day, the
weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day that is a Business Day, the average of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it. 
  

 6 








 “Financial Officer” means, with respect to any Person, the chief financial officer,
principal accounting officer, treasurer or controller of such Person. The term “Financial Officer” without reference to a Person means a Financial Officer of the Borrower. 
  
 “Foreign Lender” means any Lender that is organized under the laws of a jurisdiction other than that in
which the Borrower is located. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction. 
  
 “GAAP” means as of any date, generally accepted accounting
principles in the United States of America then in effect in accordance with the terms of Section 1.04. 
  
 “Governmental Authority” means the government of the United States of America, any other nation or any political subdivision thereof,
whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to
government. 
  
 “Guarantee” of or by any Person
(the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any
manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to
advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, or
(c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, provided, that the term Guarantee shall
not include endorsements for collection or deposit in the ordinary course of business. 
  
 “Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos
or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law. 
  
 “Highest Lawful Rate” means, with respect to each Lender,
the maximum nonusurious interest rate, if any, that at any time or from time to time may be contracted for, taken, reserved charged or received on the Indebtedness under laws applicable to such Lender which are presently in effect or, to the extent
allowed by law, under such applicable laws which may hereafter be in effect and which allow a higher maximum nonusurious interest rate than applicable laws allow as of the date hereof. 
  
 “Hydrocarbon Interests” means all rights, titles, interests and estates now owned or hereafter acquired in
and to oil and gas leases, oil, gas and mineral leases, or other liquid or gaseous hydrocarbon leases, mineral fee or lease interests, farm-outs, overriding royalty and 

  

 7 








 
royalty interests, net profit interests, oil payments, production payment interests and similar mineral interests, including any reserved or residual
interest of whatever nature. 
  
 “Hydrocarbons”
means oil, gas, casinghead gas, condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons, all products refined, separated, settled and dehydrated therefrom and all products refined therefrom, including, without limitation, kerosene,
liquefied petroleum gas, refined lubricating oils, diesel fuel, drip gasoline, natural gasoline, helium, sulfur and all other minerals. 
  
 “Indebtedness” 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 similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid or in respect of the deferred purchase price of property or services (excluding current
trade payables of gas marketing Subsidiaries and current accounts payable incurred in the ordinary course of business), (d) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or
otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed limited, however to the lesser of (1) the amount of its liability or (2) the book value of such
property, (e) all Guarantees by such Person of Indebtedness of others, (f) all Capital Lease Obligations of such Person, (g) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit or letters of
guaranty, (h) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances, (i) the amount of deferred revenue attributed to any forward sale of production for which such Person has received payment in advance
other than on ordinary trade terms, (j) all Synthetic Lease Obligations of such Person, (k) the undischarged balance of any production payment created by such Person or for the creation of which such Person directly or indirectly received payment,
(l) obligations to deliver commodities, goods or services, including, without limitation, Hydrocarbons, in consideration of one or more advance payments, other than gas balancing arrangements in the ordinary course of business and prepayments made
by purchasers of the Borrower’s Hydrocarbons no more than 90 days prior to delivery thereof for credit support purposes, and (m) obligations in respect of “ship-or-pay” and “take-or-pay” contracts. The Indebtedness of any
Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other
relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor. 
  
 “Indemnified Taxes” means Taxes other than Excluded Taxes. 
  
 “Index Debt” means the Borrower’s corporate or senior implied rating for borrowed money that is not
guaranteed by any other Person except for a Subsidiary Guarantor or subject to any other credit enhancement. 
  
 “Interest Election Request” means a request by the Borrower to convert or continue a Tranche in accordance with Section 2.08. 

 
 “Interest Payment Date” means (a) with respect to any ABR
Tranche, the last day of each March, June, September and December and (b) with respect to any Eurodollar Tranche, the last 

  

 8 








 
day of the Interest Period applicable to such Tranche; and, in the case of a Eurodollar Tranche with an Interest Period of more than three months’
duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period. 
  
 “Interest Period” means, with respect to any Eurodollar Tranche, (a) the period commencing on the date set
forth in the Borrowing Request or the Interest Rate Election related thereto and ending on the numerically corresponding day in the calendar month that is one, two, three or six months or, to the extent funds are available, as determined by the
Administrative Agent, nine or twelve months thereafter or such other periods as may be requested by the Borrower, or (b) to the extent funds are available, as determined by the Administrative Agent, the period commencing on the date set forth in the
Borrowing Request or the Interest Rate Election related thereto and ending on a date less than one month thereafter, as the Borrower may elect; provided, that (i) if any Interest Period would end on a day other than a Business Day, such Interest
Period shall be extended to the next succeeding Business Day unless, in the case of a Eurodollar Tranche only, such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next
preceding Business Day and (ii) any Interest Period pertaining to a Eurodollar Tranche that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such
Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. 
  
 “Investment” in any Person means any investment, whether by means of share purchase, loan, advance, extension of credit, capital
contribution or otherwise, in or to such Person, the Guarantee of any Indebtedness of such Person, or the subordination of any claim against such Person to other Indebtedness of such Person. 
  
 “Lenders” means the Persons listed on Schedule 2.01 and any
other Person that shall have become a party hereto pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption. 
  
 “LIBO Rate” means for any Interest Period with respect to a
Eurodollar Tranche: 
  
 (a) the rate per annum
equal to the rate determined by the Administrative Agent to be the offered rate that appears on the page of the Telerate screen (or any successor thereto) that displays an average British Bankers Association Interest Settlement Rate for deposits in
dollars (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period, determined as of approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period, or 

 
 (b) if the rate referenced in the preceding clause (a)
does not appear on such page or service or such page or service shall not be available, the rate per annum equal to the rate determined by the Administrative Agent to be the offered rate on such other page or other service that displays an average
British Bankers Association Interest Settlement Rate for deposits in dollars (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period, determined as of approximately 11:00 a.m. (London time) two Business
Days prior to the first day of such Interest Period, or 
  

 9 








 (c) if the rates referenced in the preceding clauses (a) and (b) are not available, the
rate per annum determined by the Administrative Agent as the rate of interest at which deposits in dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Eurodollar Tranche being made,
continued or converted by Bank of America and with a term equivalent to such Interest Period would be offered by Bank of America’s London Branch to major banks in the London interbank eurodollar market at their request at approximately 4:00
p.m. (London time) two Business Days prior to the first day of such Interest Period. 
  
 “Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, or security interest in, on or of such asset, or any other charge or encumbrance on any such
asset to secure Indebtedness or liabilities, but excluding any right to netting or setoff, (b) the interest of a vendor under any conditional sale agreement or title retention agreement (or any financing lease having substantially the same economic
effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities. 
  
 “Loan Documents” means this Agreement, any promissory note issued under Section 2.10(e) and the Subsidiary
Guaranties. 
  
 “Loans” means the term loans made
by the Lenders to the Borrower pursuant to this Agreement. 
  
 “Material Adverse Effect” means a material adverse effect on (a) the business, assets, operations, or financial condition of the Borrower and the Restricted Subsidiaries taken as a whole, (b) the ability of the Borrower and
the Subsidiary Guarantors to perform their obligations, taken as a whole, under this Agreement and the other Loan Documents or (c) the rights of or benefits available to the Lenders under this Agreement and the other Loan Documents. 
  
 “Material Indebtedness” means: (a) Indebtedness (other than
the Loans), or (b) obligations in respect of one or more Swap Agreements; in each case under clauses (a) and (b), of any one or more of the Borrower and its Restricted Subsidiaries in an aggregate principal amount exceeding $50,000,000. For purposes
of determining Material Indebtedness, the “principal amount” of the obligations of the Borrower or any Restricted Subsidiary in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting
agreements) that the Borrower or such Restricted Subsidiary would be required to pay if such Swap Agreement were terminated at such time. 
  
 “Maturity Date” means April 1, 2010. 
  
 “Moody’s” means Moody’s Investors Service, Inc. 
  
 “Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA. 
  
 “Obligors” means the Borrower and the Subsidiary Guarantors,
each an “Obligor”. 
  

 10 








 “Oil and Gas Properties” means Hydrocarbon Interests; the properties now or hereafter
pooled or unitized with Hydrocarbon Interests; all presently existing or future unitization, pooling agreements and declarations of pooled units and the units created thereby (including without limitation all units created under orders, regulations
and rules of any Governmental Authority having jurisdiction) which may affect all or any portion of the Hydrocarbon Interests; all pipelines, gathering lines, compression facilities, tanks and processing plants; all interests held in Oil and Gas
Royalty Trusts/MLP’s whether presently existing or hereafter created; all Hydrocarbons in and under and which may be produced, saved, processed or attributable to the Hydrocarbon Interests, the lands covered thereby and all Hydrocarbons in
pipelines, gathering lines, tanks and processing plants and all rents, issues, profits, proceeds, products, revenues and other incomes from or attributable to the Hydrocarbon Interests; all tenements, hereditaments, appurtenances and properties in
any way appertaining, belonging, affixed or incidental to the Hydrocarbon Interests, and all rights, titles, interests and estates described or referred to above, including any and all real property, now owned or hereafter acquired, used or held for
use in connection with the operating, working or development of any of such Hydrocarbon Interests or property and including any and all surface leases, rights-of-way, easements and servitudes together with all additions, substitutions, replacements,
accessions and attachments to any and all of the foregoing; all oil, gas and mineral leasehold and fee interests, all overriding royalty interests, mineral interests, royalty interests, net profits interests, net revenue interests, oil payments,
production payments, carried interests and any and all other interests in Hydrocarbons; in each case whether now owned or hereafter acquired directly or indirectly. 
  
 “Oil and Gas Royalty Trust/MLP” means a trust or master limited partnership that is formed to hold net
profits interests in Oil and Gas Properties, in the case of a royalty trust, or Oil and Gas Properties in the case of a master limited partnership, that: 
  
 (a) at all times, holds no assets other than (i) net profits interests in Oil and Gas Properties in the case of a royalty trust or Oil and
Gas Properties in the case of a master limited partnership and (ii) cash and Cash Equivalents; 
  
 (b) at all times, conducts no business or activities other than (i) the holding of the assets permitted by clause (a) above and the
distribution of its available funds as required by clause (c) below in the case of a royalty trust or (ii) the businesses described in Section 5.09 in the case of a master limited partnership; 
  
 (c) at all times, in the case of a royalty trust,
distributes all funds (less reasonable reserves, if any, for operating liabilities as determined by the trustee) held by it to its unit holders on a pro rata basis no less frequently than quarterly; 
  
 (d) at all times, in the case of a royalty trust, and while
it is a Restricted Subsidiary in the case of a master limited partnership, does not incur, nor permit to exist, directly or indirectly, any Indebtedness other than Indebtedness for which no Obligor is liable in an aggregate amount not to exceed 30%
of the fair market value of assets contributed to such Oil and Gas Royalty Trust/MLP; 
  
 (e) at all times, in the case of a royalty trust, is not permitted to sell its net profits interests except (i) in immaterial amounts or
when revenue from such interests falls below $1.0 

  

 11 








 
million annually, and (ii) for cash equal to the fair market value thereof (as determined in good faith by the trustee of such Oil and Gas Royalty Trust/MLP,
whose determination shall be conclusive); 
  
 (f)
at all times, in the case of a royalty trust, is not permitted to issue Equity Interests except in exchange for the conveyance to such royalty trust of net profits interests in connection with its formation; and 
  
 (g) (i) in the case of a royalty trust, is governed by a
trust agreement or that requires the trustee to operate the royalty trust in compliance with the terms of clauses (a) through (f) above and (ii) in the case of a master limited partnership, is governed by a limited partnership agreement that
requires the general partner to operate the limited partnership in compliance with the terms of clauses (a), (b) and (d) above. 
  
 “Other 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 hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement. 
  
 “Participant” has the meaning set forth in Section 9.04. 
  
 “PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor
entity performing similar functions. 
  
 “Permitted
Encumbrances” means: 
  
 (a) Liens
imposed by law for taxes, assessments, or other governmental charges or levies that are not yet due or are being contested in compliance with Section 5.04; 
  
 (b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, lessor’s or landlord’s,
vendor’s, workmen’s, operator’s and other like Liens, and Liens on specific property securing reimbursement obligations with respect to bankers’ acceptances and commercial letters of credit, in each case, arising in the ordinary
course of business or incident to the processing of natural gas and the exploration, development, operation, and maintenance of Hydrocarbons and related facilities and assets and securing obligations that are not overdue by more than 90 days or are
being contested in compliance with Section 5.04; 
  
 (c) pledges and deposits of cash and securities made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance, and other social security laws or regulations; 
  
 (d) deposits of cash and securities to secure the payment or
performance of bids, tenders, trade contracts, leases, statutory or regulatory obligations, surety and appeal bonds, performance and return of money bonds, government contracts and leases, and other obligations of a like nature, in each case in the
ordinary course of business (excluding, in each case, obligations constituting Indebtedness but including lessee or operator obligations under statutes, governmental regulations, or instruments related to the ownership, exploration and production of
oil, natural gas and minerals on state, federal or foreign lands or waters); 
  

 12 








 (e) judgment liens in respect of judgments that do not constitute an Event of Default
under clause (k) of Article VII; 
  
 (f) Liens
constituting survey exceptions, encumbrances, easements or reservation of, or rights to others for, rights-of-way, zoning or other restrictions as to the use of real properties imposed by law or arising in the ordinary course of business that do not
secure any Indebtedness of and do not materially interfere with the ordinary conduct of business of the Borrower or any Restricted Subsidiary; 
  
 (g) Liens arising under oil and gas leases, division orders, operating agreements, joint venture agreements, partnership agreements,
farmout agreements, carried working interest agreements, unitization and pooling declaration and agreements, royalty agreements, overriding royalty agreements, agreements for the sale, transportation or exchange of oil and natural gas, area of
mutual interest agreements and similar agreements relating to the exploration or development of, or production from, Oil and Gas Properties incurred in the ordinary course of business; 
  
 (h) any defects, irregularities, or deficiencies in title to easements, rights-of-way, or other properties
which do not in the aggregate have a Material Adverse Effect; 
  
 (i) Liens on the stock or other ownership interest of or in any Unrestricted Subsidiary, provided that there is no recourse to the Borrower or any Restricted Subsidiary other than recourse to such stock or other
ownership interest and proceeds thereof; 
  
 (j)
Liens arising pursuant to Section 9.343 of the Texas Uniform Commercial Code or other similar statutory provisions of other states with respect to production purchased from others; 
  
 (k) other Liens encumbering assets having a fair market value (determined at the time such Lien is created)
in an aggregate principal amount not to exceed $25,000,000; 
  
 (l) Liens resulting from the deposit of funds or evidences of Indebtedness in trust for the purpose of defeasing Indebtedness of the Borrower or any Restricted Subsidiary; 
  
 (m) Liens existing on the Effective Date, provided that such
Liens do not encumber Oil and Gas Properties of the Borrower or any Restricted Subsidiary unless such Liens are otherwise permitted by another clause of this definition; 
  
 (n) Liens on assets owned by Oil and Gas Royalty Trusts/MLPs to secure Indebtedness permitted by clause (d)
of the definition of “Oil and Gas Royalty Trust/MLP”; and 
  
 (o) Liens in renewal or extension of any of the foregoing permitted Liens, so long as limited to the property or assets encumbered. 
  
 “Permitted Investments” means: 
  
 (a) Investments in Cash Equivalents; 
  

 13 








 (b) Investments in the Borrower or any Wholly-Owned Subsidiary; 
  
 (c) Investments in an aggregate amount not to exceed 5% of
Consolidated Tangible Net Worth as of the date of the making or incurrence of such Investment at any one time outstanding; 
  
 (d) Investments in another Person, if as a result of such Investment such other person (i) becomes a Wholly-Owned Subsidiary, or (ii) is
merged or consolidated with or into, or transfers or conveys all of substantially all of its assets to the Borrower or a Wholly-Owned Subsidiary; 
  
 (e) entry into operating agreements, joint ventures, partnership agreements, working interests, royalty interests, mineral leases,
farm-out agreements, transportation or exchange of oil and natural gas, unitization agreements, pooling arrangements, area of mutual agreement agreements or other similar or customary agreements, transactions, or arrangements, and associated
Investments, contributions of property, and expenditures pursuant thereto, in each case made or entered into in the ordinary course of the oil and gas business; 
  
 (f) entry into Swap Agreements in the ordinary course of business and not for speculative purposes;

  
 (g) (i) Investments in Equity Interests of
any Oil and Gas Royalty Trust/MLP in the form of cash or contributions of Oil and Gas Properties owned as of the Effective Date by the Borrower or any Restricted Subsidiary in an aggregate amount not to exceed $500,000,000, (ii) Investments in the
form of contributions of Oil and Gas Properties acquired after the Effective Date by the Borrower or any Restricted Subsidiary to any Oil and Gas Royalty Trust/MLP in exchange for Equity Interests of such Oil and Gas Royalty Trust/MLP, and (iii)
advances to any Oil and Gas Royalty Trust/MLP for the payment of the general, administrative and operational expenses of such Oil and Gas Royalty Trust/MLP; 
  
 (h) entry into joint venture agreements or partnership agreements in connection with the ownership and operation of office and building
real estate and related assets, and contribution of assets to any such entity in an aggregate amount not to exceed $50,000,000; and 
  
 (i) loans and advances to employees of the Borrower or any Restricted Subsidiary in an amount not to exceed, at any time, an aggregate
amount of $2,000,000. 
  
 “Person” means any
natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity. 
  
 “Plan” means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or
Section 412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5)
of ERISA. 
  
 “Platform” has the meaning assigned
to such term in Section 5.01. 
  

 14 








 “Prime Rate” has the meaning assigned to such term in the definition of “Alternate
Base Rate”. 
  
 “Public Lender” has the
meaning assigned to such term in Section 5.01. 
  
 “Register” has the meaning set forth in Section 9.04. 
  
 “Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such
Person’s Affiliates. 
  
 “Required Lenders”
means, prior to the funding of all the Loans, Lenders having Commitments representing greater than 50% of all of the Commitments; and after the funding of all the Loans, Lenders having Loans representing greater than 50% of outstanding principal
balance of all Loans at such time. 
  
 “Restricted
Subsidiaries” means all Subsidiaries of the Borrower that are not Unrestricted Subsidiaries. 
  
 “S&P” means Standard & Poor’s Rating Services (a division of McGraw-Hill, Inc.). 
  
 “Statutory Reserve Rate” means a fraction (expressed as a
decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal
established by the Board to which the Administrative Agent is subject with respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve
percentages shall include those imposed pursuant to such Regulation D. Eurodollar Tranches shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or
offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

  
 “subsidiary” means, with respect to any
Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial
statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity of which securities or other ownership interests
representing more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the economic interests are, as of such date, owned, controlled or held by the parent and one or more subsidiaries of the parent. 

 
 “Subsidiary” means any subsidiary of the Borrower;
provided, that an Oil and Gas Royalty Trust/MLP that is a master limited partnership shall be a Subsidiary only if the Borrower and its Restricted Subsidiaries own in excess of 50% of the combined partnership interests 

  

 15 








 
(general and limited) of the master limited partnership regardless of whether the general partner of such master limited partnership is a Subsidiary or not.

  
 “Subsidiary Guarantor” means any Restricted
Subsidiary that is required to execute and deliver a Subsidiary Guaranty. 
  
 “Subsidiary Guaranty” means a Subsidiary Guaranty substantially in the form of Exhibit C executed by a Subsidiary. 
  
 “Swap Agreement” means any agreement with respect to any swap, forward, future or derivative transaction or
option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or
value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants
of the Borrower or the Subsidiaries shall be a Swap Agreement. 
  
 “Syndication Agent” means BNP Paribas, in its capacity as Syndication Agent for the Lenders hereunder. 
  
 “Synthetic Lease Obligation” means, in respect of any Person, all obligations under leases which are, or should have been, in accordance
with GAAP, treated as operating leases on the financial statements of the Person liable (whether contingently or otherwise) for the payment of rent thereunder and which are or were properly treated as indebtedness for borrowed money for purposes of
U.S. federal income taxes, if the lessee in respect thereof is obligated to either purchase for an amount in excess of, or pay upon early termination an amount in excess of, 80% of the residual value of the property subject to such operating lease
upon expiration or early termination of such lease and the amount of such obligations shall be the amount determined in accordance with the Code. 
  
 “Taxes” means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any
Governmental Authority. 
  
 “Total Cap” means, as
of any date of determination, the sum of Total Debt plus Consolidated Tangible Net Worth of the Borrower and the Restricted Subsidiaries. 
  
 “Total Debt” means as of any date of determination, all Indebtedness (without duplication) of the Borrower and the Restricted
Subsidiaries on a consolidated basis (including any Indebtedness proposed to be incurred on such date of determination and excluding (i) all Indebtedness to be paid on such date of determination with the proceeds thereof, (ii) any Indebtedness
described in clause (g) of the definition of Indebtedness herein to the extent the aggregate amount of all such Indebtedness is $100,000,000 or less and (iii) any Indebtedness of an Oil and Gas Royalty Trust/MLP that is attributable to a Restricted
Subsidiary of the Borrower solely because such Subsidiary is the general partner of such Oil and Gas Royalty Trust/MLP). 
  

 16 








 “Tranche” means that portion of the Loans of the same Type, made, converted or continued
on the same date and, in the case of Eurodollar Tranches, as to which a single Interest Period is in effect. 
  
 “Transactions” means the execution, delivery and performance by the Borrower of this Agreement, the borrowing of Loans, the use of the
proceeds thereof and the guarantee by the Subsidiary Guarantors of the obligations of the Borrower under this Agreement. 
  
 “Type”, when used in reference to any Tranche, refers to whether the rate of interest on such Tranche is determined by reference to the
Adjusted LIBO Rate or the Alternate Base Rate. 
  
 “Unrestricted Subsidiary” means: 
  
 (1) any Subsidiary of the Borrower that at the time of determination shall be designated an Unrestricted Subsidiary by a Financial Officer of the Borrower in the manner provided below; and 
  
 (2) any Subsidiary of an Unrestricted Subsidiary. A
Financial Officer may designate any Subsidiary of the Borrower (including any newly acquired or newly formed Subsidiary of the Borrower and a Restricted Subsidiary but excluding any Subsidiary Guarantor) to be an Unrestricted Subsidiary unless such
Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Borrower or any other Subsidiary of the Borrower that is not a Subsidiary of the Subsidiary to be so designated. A
Financial Officer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that (i) giving effect to such designation shall not result in the occurrence and continuance of a Default and (ii) any Indebtedness of
such Subsidiary shall not be secured by Liens at the time of such designation except for Liens permitted by Section 6.02. Any such designation by a Financial Officer shall be evidenced to the Administrative Agent by promptly filing with the
Administrative Agent a copy of the resolution of a Financial Officer giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing provisions. 
  
 “Withdrawal Liability” means liability to a Multiemployer
Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA. 
  
 “Wholly-Owned Subsidiary” means (a) any Restricted Subsidiary of which all of the outstanding Equity Interests (other than any
directors’ qualifying shares mandated by applicable law), on a fully-diluted basis, are owned by the Borrower or one or more of the Wholly-Owned Subsidiaries or by the Borrower and one or more of the Wholly-Owned Subsidiaries or (b) any
Restricted Subsidiary that is organized in a foreign jurisdiction and is required by the applicable laws and regulations of such foreign jurisdiction to be partially owned by the government of such foreign jurisdiction or individual or corporate
citizens of such foreign jurisdiction, provided that the Borrower, directly or indirectly, owns the remaining Equity Interests in such Subsidiary and, by contract or otherwise, controls the management and business of such Subsidiary and derives
economic benefits of ownership of such Subsidiary to substantially the same extent as if such Subsidiary were a Wholly-Owned Subsidiary. 
  

 17 








 Section 1.02 Classification of Loans and Tranches. For purposes of this Agreement, Loans
and Tranches may be classified and referred to by Type (e.g., a “Eurodollar Tranche”). 
  
 Section 1.03 Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase
“without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or
other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set
forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be
construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and
Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities,
accounts and contract rights. 
  
 Section 1.04 Accounting
Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if after the date hereof, there shall occur
any change in GAAP (including but not limited to any Statement of Financial Accounting Standards) or in the application thereof on the operation of any provision in this Agreement or any Loan Document, then such provision shall be interpreted on the
basis of GAAP as in effect and applied immediately before such change shall have become effective until such provision is amended in accordance herewith. 
  
 Section 1.05 Rounding. Any amount required to be calculated to determine the Adjusted LIBO Rate 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). 
  
 ARTICLE II 
 THE TERM LOANS 
  
 Section 2.01 Term Loans. Subject to the terms and conditions set forth herein, each Lender agrees on the Effective Date to make a term Loan
in dollars to the Borrower in an aggregate principal amount equal to such Lender’s Commitment. The Commitments are not revolving and amounts repaid may not be re-borrowed. 
  
 Section 2.02 [Reserved]. 
  

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 Section 2.03 Loans. 
  
 (a) Each Loan shall be made on the Effective Date by the Lenders ratably in accordance with their respective
Commitments. The failure of any Lender to fund its Loan shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure
to fund its Loan as required. 
  
 (b) Subject to
Section 2.14, each Loan shall be comprised entirely of ABR Tranches or Eurodollar Tranches as the Borrower may request in accordance herewith. Each Lender at its option (but subject to Section 2.19) may fund any Eurodollar Tranche by causing any
domestic or foreign branch or Affiliate of such Lender to fund such Tranche; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Lender’s Loan in accordance with the terms of this Agreement.

  
 (c) At the commencement of each Interest
Period for any Eurodollar Tranche, such Tranche shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $1,000,000. At the time that each ABR Tranche is made, such Tranche shall be in an aggregate amount that is
an integral multiple of $1,000,000 and not less than $1,000,000. Tranches of more than one Type may be outstanding at the same time; provided that there shall not at any time be more than a total of 6 Eurodollar Tranches outstanding. 
  
 (d) Notwithstanding any other provision of this Agreement,
the Borrower shall not be entitled to elect to convert or continue, any Eurodollar Tranche if the Interest Period requested with respect thereto would end after the Maturity Date. 
  
 Section 2.04 Request for the Term Loans. Not later than 11:00 a.m., Dallas, Texas time, on the Effective Date,
the Borrower shall deliver to the Administrative Agent the Borrowing Request in substantially the form of Exhibit E, signed by the Borrower. The Borrowing Request shall specify the following information in compliance with Section 2.03: 

 
 (i) the aggregate amount of the requested Loans;

  
 (ii) the Effective Date, which shall be a
Business Day; 
  
 (iii) whether any portion of
such Loans is to be an ABR Tranche or a Eurodollar Tranche; 
  
 (iv) in the case of a Eurodollar Tranche, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and 
  
 (v) the location and number of the Borrower’s account
to which funds are to be disbursed, which shall comply with the requirements of Section 2.07. 
  
 If no election as to the Type or Interest Period is made, then the Borrower shall be deemed to have selected a Eurodollar Tranche with an Interest Period having one month’s duration. Promptly following receipt of
the Borrowing Request in accordance with this Section, the 

  

 19 








 
Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made. 
  
 Section 2.05 [Reserved]. 
  
 Section 2.06 [Reserved]. 
  
 Section 2.07 Funding of the Loans. 
  
 (a) Each Lender shall make the Loan to be made by it
hereunder on the Effective Date by wire transfer of immediately available funds by 12:00 noon, Dallas, Texas time, to the account of the Administrative Agent designated by it for such purpose by notice to the Lenders. The Administrative Agent will
make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to an account of the Borrower maintained with the Administrative Agent and designated by the Borrower in the Borrowing Request. 
  
 (b) Unless the Administrative Agent shall have received
notice from a Lender prior to the Effective Date that such Lender will not make available to the Administrative Agent such Lender’s Loan, the Administrative Agent may assume that such Lender has made its Loan such share available in accordance
with paragraph (a) of this Section and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its Loan available to the Administrative Agent, then the applicable
Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding
the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation
or (ii) in the case of the Borrower, the interest rate applicable to the Loan. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan. 
  
 Section 2.08 Interest Elections. 
  
 (a) Each Tranche initially shall be of the Type specified in
the Borrowing Request and, in the case of a Eurodollar Tranche, shall have an initial Interest Period as specified in the Borrowing Request. Thereafter, the Borrower may elect to convert such Tranche to a different Type or to continue such Tranche
and, in the case of a Eurodollar Tranche, may elect Interest Periods therefor, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Tranche, in which case each such portion
shall be allocated ratably among the Lenders holding the Loans comprising such Tranche, and each portion of such Loans shall be considered a separate Tranche. 
  

(b) To make an election pursuant to this Section, the Borrower shall notify the Administrative Agent of such election by telephone (i)
in the case of a Eurodollar Tranche, not later than 11:00 a.m., Dallas, Texas time, three Business Days before the first day of the Interest Period related to such Tranche and (ii) in the case of an ABR Tranche, not later than 11:00 a.m., 

  

 20 








 
Dallas, Texas time, on the same Business Day of the proposed conversion or continuation. Each such telephonic Interest Election Request shall be irrevocable
and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Interest Election Request substantially in the form of Exhibit F or otherwise in a form approved by the Administrative Agent and signed by the
Borrower. 
  
 (c) Each telephonic and written
Interest Election Request shall specify the following information in compliance with Section 2.03: 
  
 (i) the Tranche to which such Interest Election Request applies and, if different options are being elected with respect to different
portions thereof, the portions thereof to be allocated to each resulting Tranche (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Tranche); 
  
 (ii) the effective date of the election made pursuant to
such Interest Election Request, which shall be a Business Day; 
  
 (iii) whether the resulting Tranche is to be an ABR Tranche or a Eurodollar Tranche; and 
  
 (iv) if the resulting Tranche is a Eurodollar Tranche, the Interest Period to be applicable thereto after giving effect to such election,
which shall be a period contemplated by the definition of the term “Interest Period”. 
  
 If any such Interest Election Request requests a Eurodollar Tranche but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.

  
 (d) Promptly following receipt of an Interest
Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Tranche. 
  
 (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a Eurodollar Tranche prior to the end of the
Interest Period applicable thereto, then, unless such Tranche is repaid as provided herein, at the end of such Interest Period such Tranche shall be converted to a Eurodollar Tranche with an Interest Period having one month’s duration.
Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing
(i) no outstanding Tranche may be converted to or continued as a Eurodollar Tranche and (ii) unless repaid, each Eurodollar Tranche shall be converted to an ABR Tranche at the end of the Interest Period applicable thereto. 
  
 Section 2.09 Termination of Commitments. The Commitments shall
terminate at the close of business of the Effective Date. 
  

 21 








 Section 2.10 Repayment of Loans; Evidence of Debt. 
  
 (a) The Borrower hereby unconditionally promises to pay to
the Administrative Agent for the account of each Lender the then unpaid principal amount of the Loans on the Maturity Date. 
  
 (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to
such Lender resulting from the Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. 
  
 (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan
made hereunder, the Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum
received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. 
  
 (d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie evidence of
the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay
the Loans in accordance with the terms of this Agreement. 
  
 (e) Any Lender may request that the Loan made by it be evidenced by a promissory note. In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such
Lender (or, if requested by such Lender, to such Lender and its registered assigns) and substantially in the form attached hereto as Exhibit D. Thereafter, the Loan evidenced by such promissory note and interest thereon shall at all times (including
after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

  
 Section 2.11 Prepayment of Loans. 
  
 (a) Subject to any breakage funding costs payable pursuant
to Section 2.16, the Borrower shall have the right at any time and from time to time to prepay the Loans in whole or in part without premium or penalty, provided that each prepayment is in an amount that is an integral multiple of $1,000,000 and not
less than $1,000,000, or if such amount is lesser, the outstanding amount of the Loans, and made subject to prior notice in accordance with paragraph (b) of this Section. 
  
 (b) The Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any
prepayment hereunder (i) in the case of prepayment of a Eurodollar Tranche, not later than 11:00 a.m., Dallas, Texas time, one Business Day before the date of prepayment or (ii) in the case of prepayment of an ABR Tranche, not later than 11:00 a.m.,
Dallas, Texas time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of the Loans or portion thereof to be prepaid. Promptly following receipt of any such notice, the
Administrative Agent shall advise 

  

 22 








 
the Lenders of the contents thereof. Each partial prepayment of any Tranche shall be in an amount that would be permitted in the case of a Tranche of the
same Type as provided in Section 2.03. Each prepayment shall be applied ratably to the Loans of all Lenders Prepayments shall be accompanied by accrued and unpaid interest. 
  
 Section 2.12 Fees. 
  

(a) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times
separately agreed upon in writing between the Borrower and the Administrative Agent. 
  
 (b) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent. Fees paid
shall not be refundable under any circumstances. 
  
 Section
2.13 Interest. 
  
 (a) The portion of
each Loan comprising each ABR Tranche shall bear interest at the Alternate Base Rate plus the Applicable Margin, but not to exceed the Highest Lawful Rate. 
  
 (b) The portion of each Loan comprising each Eurodollar Tranche shall bear interest at the Adjusted LIBO Rate for the Interest Period in
effect for such Tranche plus the Applicable Margin, but not to exceed the Highest Lawful Rate. 
  
 (c) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower
hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2%
plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section or (ii) in the case of any other amount, 2% plus the rate applicable to ABR Tranches as provided in paragraph (a) of this Section, but not to
exceed the Highest Lawful Rate. 
  
 (d) Accrued
interest on each Tranche shall be payable in arrears on each Interest Payment Date for such Tranche; provided that (i) interest accrued pursuant to paragraph (c) of this Section shall be payable on demand, (ii) in the event of any repayment or
prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurodollar Tranche prior to the end of the current
Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion. 
  
 (e) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the
Alternate Base Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable
Alternate Base Rate, Adjusted LIBO Rate or LIBO Rate shall be determined by the Administrative Agent and such determination shall be conclusive absent manifest error. 
  

 23 








 Section 2.14 Alternate Rate of Interest. If prior to the commencement of any Interest
Period for a Eurodollar Tranche: 
  
 (a) the
Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or

  
 (b) the Administrative Agent is advised by
the Required Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Tranche for such
Interest Period; 
  
 then the Administrative Agent shall give notice thereof to
the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Tranche to, or continuation of any Tranche as, a Eurodollar Tranche shall be ineffective and (ii) if the Borrowing Request requests a Eurodollar Tranche, such Tranche shall be made as an ABR
Tranche. 
  
 Section 2.15 Increased Costs.

  
 (a) If any Change in Law shall:

  
 (i) impose, modify or deem applicable any
reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate); or 
  
 (ii) impose on any Lender or the London interbank market any
other condition affecting this Agreement or Eurodollar Loans made by such Lender (excluding, in each case, Taxes, as to which Section 2.17 shall govern) and the result of any of the foregoing shall be to increase the cost to such Lender of making or
maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan) or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise), then the Borrower will pay to
such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. 
  
 (b) If any Lender determines that any Change in Law regarding capital requirements has or would have the effect of reducing the rate of
return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement or the Loan made by such Lender to a level below that which such Lender or such Lender’s holding company
could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such
Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. 
  

 24 








 (c) A certificate of a Lender setting forth in reasonable detail the amount or amounts
necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay to the
Administrative Agent for the account of such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. 
  
 (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such
Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender
notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or
reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. 
  
 Section 2.16 Break Funding Payments. In the event of (a) the payment of any principal of any Eurodollar Tranche other than on the last day
of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar Tranche other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue
or prepay any Eurodollar Tranche on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(b) and is revoked in accordance therewith), or (d) the assignment of any Eurodollar
Tranche other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense
attributable to such event. In the case of a Eurodollar Tranche, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued
on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in
the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which
such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. A certificate of any Lender setting forth any amount or amounts that such
Lender is entitled to receive pursuant to this Section in reasonable detail shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay to the Administrative Agent for the account of such Lender the
amount shown as due on any such certificate within 10 days after receipt thereto. 
  
 Section 2.17 Taxes. 
  
 (a) Any and all payments by or on account of any obligation of the Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall
be required to deduct any Indemnified Taxes or 

  

 25 








 
Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section) the Administrative Agent or any Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such
deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law. 
  
 (b) In addition, the Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

  
 (c) The Borrower shall indemnify the
Administrative Agent and each Lender within 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent or such Lender, as the case may be, on or with respect to any payment by
or on account of any obligation of the Borrower hereunder (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) and any penalties, interest and reasonable expenses arising therefrom
or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability in reasonable detail
shall be delivered to the Borrower by a Lender or by the Administrative Agent on its own behalf or on behalf of a Lender and shall be conclusive absent manifest error. 
  
 (d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower to a
Governmental Authority, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence
of such payment reasonably satisfactory to the Administrative Agent. 
  
 (e) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party,
with respect to payments under this Agreement shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law
or reasonably requested by the Borrower as will permit such payments to be made without withholding or at a reduced rate. 
  
 (f) Upon the Borrower’s written request, the Administrative Agent and each Lender shall use reasonable efforts to make any filings
necessary to obtain any refund, deduction or credit of any Taxes or Other Taxes as to which the Borrower has indemnified it or with respect to which the Borrower has paid additional amounts pursuant to this Section 2.17. If the Administrative Agent
or a Lender determines that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 2.17, it shall pay over
such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 2.17 with respect to the Taxes or Other Taxes giving rise to such refund), net of all reasonable
out-of-pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority 

  

 26 








 
with respect to such refund); provided, that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over
to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such
Governmental Authority. This Section shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to the Borrower or any other
Person or to attempt to take any position to obtain a refund, deduction, or credit, which attempt would be inconsistent with any reporting position otherwise taken by the Administrative Agent or such Lender on its applicable tax returns. 

 
 Section 2.18 Payments Generally; Pro Rata Treatment; Sharing of
Set-offs. 
  
 (a) The Borrower
shall make each payment required to be made by it hereunder (whether of principal, interest or fees, or of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) prior to 1:00 p.m., Dallas, Texas time, on the date when due, in immediately
available funds, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating
interest thereon. All such payments shall be made to the Administrative Agent at such offices as it may designate from time to time and except that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.03 shall be made directly to the Persons
entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is
not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be
made in dollars. 
  
 (b) If at any time
insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder,
ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with
the amounts of principal then due to such parties. 
  
 (c) If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loan resulting in such Lender receiving payment of a greater proportion of the
aggregate amount of its Loan and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans of other Lenders to the
extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans; provided that (i) if any such participations are
purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph
shall not be construed to apply to any 

  

 27 








 
payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for
the assignment of or sale of a participation in any of its Loan to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to
the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect
to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. 
  
 (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the
Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon
such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed
to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate
determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. 
  
 (e) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.07(b) or 2.18(d), then the Administrative
Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all
such unsatisfied obligations are fully paid. 
  
 Section 2.19
Mitigation Obligations; Replacement of Lenders. 
  
 (a) If any Lender requests compensation under Section 2.15, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section
2.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loan hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the
judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.15 or 2.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and
would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. 
  
 (b) If any Lender or its Participant requests compensation
under Section 2.15, or if the Borrower is required to pay any additional amount to any Lender, its Participant or any Governmental Authority for the account of any Lender or its Participant pursuant to Section 2.17, or if any Lender defaults in its
obligation to fund its Loan hereunder, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to


  

 28 








 
the restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations
(which assignee may be a Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent which consent shall not unreasonably be withheld, (ii) such Lender or its
Participant shall have received payment of an amount equal to the outstanding principal of its Loan, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal
and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such
assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender, its Participant or otherwise, the
circumstances entitling the Borrower to require such assignment and delegation cease to apply. 
  
 ARTICLE III 
 REPRESENTATIONS AND WARRANTIES 
  
 The Borrower represents and warrants to the Lenders that: 
  
 Section 3.01 Organization; Powers. Each of the Borrower and its
Restricted Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to
do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required. 
  
 Section 3.02 Authorization; Enforceability. The Transactions
are within each Obligor’s corporate powers and have been duly authorized by all necessary corporate and, if required, stockholder action. This Agreement and all Subsidiary Guaranties have been duly executed and delivered by the Obligor, which
is a party thereto, and constitute a legal, valid and binding obligation of such Obligor, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’
rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. 
  
 Section 3.03 Governmental Approvals; No Conflicts. The Transactions do not (a) violate the charter, by-laws or other organizational
documents of the Borrower or any of its Restricted Subsidiaries, (b) require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force
and effect, (c) violate any applicable law or regulation or any order of any Governmental Authority, (d) violate or result in a default under any indenture, agreement or other instrument binding upon the Borrower or any of its Restricted
Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Restricted Subsidiaries, and (e) result in the creation or imposition of any Lien on any asset of the Borrower or any of
its Restricted Subsidiaries. Neither the Borrower nor any Restricted Subsidiary is in default and no event exists which with the giving of notice or lapse of time would constitute a default under any agreement evidencing or in respect of any of its
Material Indebtedness. 
  

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 Section 3.04 Financial Condition; No Material Adverse Change. 
  
 (a) The Borrower has heretofore furnished to the Lenders its
consolidated balance sheet and statements of income, stockholders’ equity and cash flows (i) as of and for the fiscal year ended December 31, 2003, reported on by KPMG, LLP, independent public accountants, and (ii) as of and for the fiscal
quarter and the portion of the fiscal year ended June 30, 2004, certified by its Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower
and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. 
  
 (b) Since December 31, 2003, through and including the
Effective Date, there has been no change which could reasonably be expected to have a Material Adverse Effect. 
  
 Section 3.05 Properties; Intellectual Property. Each of the Borrower and its Restricted Subsidiaries has good title to, or valid leasehold
interests in, all its real and personal property material to its business, except for (a) Liens permitted by Section 6.02 and (b) any failure, defect or other matter that could not, in the aggregate, reasonably be expected to have a Material Adverse
Effect. Each of the Borrower and its Restricted Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property material to its business, and the use thereof by the Borrower and such
Restricted Subsidiaries does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. Each of the Borrower
and its Restricted Subsidiaries own or have valid licenses or other rights to use all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information used in their businesses as
presently conducted, subject to the limitations contained in the agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions
as could not reasonably be expected to have a Material Adverse Effect. 
  
 Section 3.06 Litigation and Environmental Matters. 
  
 (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge
of the Borrower, threatened against or affecting the Borrower or any of its Subsidiaries that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or, as of the
Effective Date, that involve this Agreement or the Transactions. 
  
 (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, neither the Borrower
nor any of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other 

  

 30 








 
approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to
any Environmental Liability or (iv) knows of any basis for any Environmental Liability. 
  
 (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the
aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect. 
  
 Section 3.07 Compliance with Laws. Each of the Borrower and its Restricted Subsidiaries is in compliance with all laws, regulations and
orders of any Governmental Authority applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect. No Default has occurred and is continuing. 
  
 Section 3.08 Investment and Holding Company Status. Neither the Borrower nor any of its Subsidiaries is (a) an “investment company” as defined in, or subject to regulation under, the Investment
Company Act of 1940 or (b) a “holding company” as defined in, or subject to regulation under, the Public Utility Holding Company Act of 1935. 
  
 Section 3.09 Taxes. Each of the Borrower and its Restricted Subsidiaries has timely filed or caused to be filed all Tax returns and reports
required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes for which the Borrower or such Restricted Subsidiary, as applicable, has set aside on its books adequate reserves including,
Taxes that are being contested in good faith by appropriate proceedings or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect. 
  
 Section 3.10 ERISA. No ERISA Event has occurred or is
reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. The Borrower and each ERISA Affiliate
has fulfilled its obligations under the minimum funding standards of ERISA and the Code with respect to each Plan and is in compliance in all material respects with the presently applicable provisions of ERISA and the Code with respect to each Plan.
Neither the Borrower nor any ERISA Affiliate has (a) sought a waiver of the minimum funding standard under Section 412 of the Code in respect of any Plan, (b) failed to make any contribution or payment to any Plan or Multiemployer Plan, or made any
amendment to any Plan that has resulted or could result in the imposition of a Lien or the posting of a bond or other security under ERISA or the Code, or (c) incurred any liability under Title IV of ERISA other than a liability to the PBGC for
premiums under Section 4007 of ERISA that are not past due. 
  
 Section 3.11 Disclosure. The information furnished by or on behalf of the Borrower to the Administrative Agent, either of the Co-Arrangers or any Lender in connection with the negotiation of this Agreement or any Loan Document
or delivered hereunder (as modified or supplemented by other information so furnished), is complete and correct in all material respects and does not or will not, when furnished, contain any untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements contained therein not 

  

 31 








 
misleading in light of the circumstances under which such statements are made; provided that, with respect to projected financial information, the Borrower
represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time. 
  
 Section 3.12 Absence of Undisclosed Debt. Neither the Borrower nor any of its Restricted Subsidiaries has any material Indebtedness or any
contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as reflected in the financial
statements referred to in Section 3.04 or most recently delivered pursuant to Section 5.01. 
  
 ARTICLE IV 
 CONDITIONS 
  
 Section 4.01 Effective Date. The obligations of the Lenders to make Loans hereunder shall not become effective
until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02): 
  
 (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed
on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. 

 
 (b) The Administrative Agent shall have received a
favorable written opinion or opinions (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of counsel for the Borrower, covering those matters described on Exhibit B. The Borrower hereby requests its counsel to
deliver such opinion. 
  
 (c) The Administrative
Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Transactions and any
other legal matters relating to the Borrower, this Agreement or the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel. 
  
 (d) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the
President, a Vice President or a Financial Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (a), (b) and (c) of Section 4.02. 
  
 (e) The Administrative Agent, Lenders and Co-Arrangers shall contemporaneously receive all fees and other
amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. 
  
 (f) The Administrative Agent shall have received a list of
the Material Indebtedness certified by a Financial Officer as true and complete. 
  

 32 








 The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date, and such notice
shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) at or prior
to 3:00 p.m., Dallas, Texas time, on November 29, 2004 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time). 
  
 Section 4.02 Additional Conditions Precedent. The obligation of each Lender to make its Loan on the Effective
Date is subject to the satisfaction of the following conditions: 
  
 (a) The representations and warranties of the Borrower set forth in this Agreement and of the Subsidiary Guarantors set forth in the Subsidiary Guaranties shall be true and correct on and as of the Effective Date.

  
 (b) At the time of and immediately after
making such Loan, no Default shall have occurred and be continuing. 
  
 (c) There has been no change since December 31, 2003 that has resulted in a Material Adverse Effect which is continuing. 
  
 ARTICLE V 
 AFFIRMATIVE COVENANTS

  
 Until the principal of and interest on each Loan and all
fees payable hereunder shall have been paid in full, the Borrower covenants and agrees with the Lenders that: 
  
 Section 5.01 Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent and each Lender: 

 
 (a) as soon as available, in any event within 90 days
after the end of each fiscal year of the Borrower, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative
form the figures for the previous fiscal year, all reported on by independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to
the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in
accordance with GAAP consistently applied; 
  
 (b) as soon as available, in any event within 60 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, its consolidated balance sheet and related statements of operations, stockholders’
equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance
sheet, as of the end of) the previous fiscal year prepared on a basis consistent with that used on Form 10Q as required by the Securities and Exchange Commission, all certified by one of its Financial Officers as presenting fairly in all material
respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in 

  

 33 








 
accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; 
  
 (c) simultaneously with the delivery of the financial
statements referred to in subsections (a) or (b) of this Section 5.01, to the extent required under applicable law, a copy of the certification signed by the principal executive officer and the principal financial officer of the Borrower (each, a
“Certifying Officer”) as required by Rule 13A-14 under the Securities Exchange Act of 1934 and a copy of the internal controls disclosure statement by such Certifying Officers as required by Rule 13A-15 under the Securities Exchange
Act of 1934 and Final Rules Release No. 33-8238 of the United States Securities and Exchange Commission, each as included in the Borrower’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, for the applicable fiscal period;

  
 (d) concurrently with any delivery of
financial statements under subsections (a) or (b) of this Section 5.01, a certificate of a Financial Officer of the Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any
action taken or proposed to be taken with respect thereto, and (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.04; 
  

(e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials
filed by the Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Borrower
to its stockholders generally, as the case may be; 
  
 (f) promptly after Moody’s or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change; and 
  
 (g) promptly following any request therefor, such other
information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request. 
  
 Documents required to be delivered pursuant to Section 5.01(a), (b) or (e)
(to the extent any such documents are included in materials otherwise filed with the Securities and Exchange Commission) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the
Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at www.XTOEnergy.com; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if
any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that the Borrower shall notify the Administrative Agent and each Lender
(by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every
instance the Borrower shall be required to provide paper copies of the compliance certificate required by Section 5.01(d) to the Administrative Agent. Except for such compliance 

  

 34 








 
certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any
event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. 
  
 The Borrower hereby acknowledges that (i) the Administrative Agent and/or the
Co-Arrangers will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar
electronic system (the “Platform”) and (ii) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its
securities) (each, a “Public Lender”). The Borrower hereby agrees that (1) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum,
shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (2) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Co-Arrangers and the
Lenders to treat such Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and
state securities laws; (3) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (4) the Administrative Agent and the Co-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 5.02 Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender
prompt written notice of the following: 
  
 (a)
the occurrence of any Default; 
  
 (b) the filing
or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect if adversely
determined; 
  
 (c) the occurrence of any ERISA
Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $25,000,000; and 
  
 (d) any other development that results in, or could
reasonably be expected to result in, a Material Adverse Effect. 
  
 Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken
with respect thereto. 
  
 Section 5.03 Existence; Conduct of
Business. The Borrower will, and will cause each of its Restricted Subsidiaries to, do or cause to be done all things necessary to preserve, renew 

  

 35 








 
and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business
except for any failure to maintain, preserve or qualify that could not reasonably be expected to have a Material Adverse Effect; provided that the foregoing shall not prohibit (i) any merger, consolidation, liquidation or dissolution permitted under
Section 6.03 or (ii) a termination of such existence, good standing, rights licenses, permits, privileges and franchises of any Restricted Subsidiary if Borrower determines in good faith that such termination is in the best interest of Borrower and
could not reasonably be expected to have a Material Adverse Effect. 
  
 Section 5.04 Payment of Obligations. The Borrower will, and will cause each of its Subsidiaries to, pay its obligations, including Tax liabilities, that, if not paid, could reasonably be expected to result in a Material
Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, and (b) the Borrower or such Subsidiary has set aside on its books
adequate reserves with respect thereto in accordance with GAAP. 
  
 Section 5.05 Maintenance of Properties; Insurance. The Borrower will, and will cause each of its Restricted Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and
condition, ordinary wear and tear excepted, except for any failure that could reasonably be expected to result in a Material Adverse Effect and (b) maintain, with financially sound and reputable insurance companies, insurance in such amounts and
against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations. 
  
 Section 5.06 Books and Records; Inspection Rights. The Borrower will, and will cause each of its Subsidiaries to, keep proper books of
record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. The Borrower will, and will cause each of its Restricted Subsidiaries to, permit any representatives
designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers
and independent accountants, all at such reasonable times and as often as reasonably requested. 
  
 Section 5.07 Compliance with Laws. The Borrower will, and will cause each of its Subsidiaries to, comply with all laws, rules, regulations
and orders of any Governmental Authority applicable to it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. 
  
 Section 5.08 Use of Proceeds. The proceeds of the Loans will be
used to repay outstanding bank debt and related fees and expenses and general corporate purposes. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of
the Board, including Regulations T, U and X. 
  
 Section 5.09
Operations. Borrower will, and will cause each Restricted Subsidiary to, maintain as its primary business the exploration, production and development of oil, natural gas and other liquid and gaseous Hydrocarbons and the gathering,
processing, transmission and marketing of Hydrocarbons and activities related or ancillary thereto, including the ownership 

  

 36 








 
and development of real estate and buildings for use by the Borrower or any Restricted Subsidiary in its oil and gas business. 
  
 Section 5.10 Additional Subsidiary Guarantors. The Borrower
will cause any Restricted Subsidiary that incurs, Guarantees or otherwise becomes liable in respect of any Indebtedness (other than Indebtedness incurred by an Oil and Gas Royalty Trust/MLP permitted by clause (d) of the definition of “Oil and
Gas Royalty Trust/MLP”) to concurrently therewith execute and deliver a Subsidiary Guaranty to the Administrative Agent together with the items in Sections 4.01(b) and (c) as to such Subsidiary and its Subsidiary Guaranty. 
  
 ARTICLE VI 
 NEGATIVE COVENANTS 
  
 Until the principal of and interest on each Loan and all fees payable hereunder have been paid in full, the Borrower covenants and agrees with the Lenders that: 
  
 Section 6.01 Indebtedness. The Borrower will not, and will not
permit any Restricted Subsidiary to, create, incur, assume or permit to exist (collectively “incur”) any Indebtedness if the Borrower would be in breach of any covenant set forth in Section 6.04 as a result of such incurrence.

  
 Section 6.02 Liens. The Borrower will not, and
will not permit any Restricted Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any accounts receivable or rights in respect of any thereof, except:

  
 (a) Permitted Encumbrances and Liens listed
on Schedule 6.02; 
  
 (b) any Lien on any
property or asset existing prior to the acquisition thereof by the Borrower or any Subsidiary or on any property or asset of any Person that becomes a Subsidiary after the date hereof existing prior to the time such Person becomes a Restricted
Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the
Borrower or any Restricted Subsidiary, and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be and extensions, renewals and
replacements thereof that do not increase the outstanding principal amount thereof; 
  
 (c) Liens created in connection with the purchase, acquisition, development, construction or improvement by the Borrower or any Restricted
Subsidiary of fixed or capital assets; provided that (i) such Liens secure Indebtedness permitted by Section 6.01 and all Indebtedness secured by Liens permitted by this Section 6.02(c) and Section 6.02(f) does not exceed $100,000,000 in the
aggregate outstanding at any time, (ii) such Liens and the Indebtedness secured thereby are incurred prior to or within 90 days after such purchase or acquisition or the completion of such development, construction or improvement, (iii) the
Indebtedness secured thereby does not exceed 100% of the cost of purchasing, acquiring, developing, constructing or improving such fixed or capital assets, and (iv) such Liens shall not 

  

 37 








 
apply to any property or assets of the Borrower or any Restricted Subsidiary other than such fixed or capital assets so purchased, acquired, developed,
constructed or improved and other fixed or capital assets that are developed or improved thereby or otherwise reasonably related thereto (in the good faith determination of the Borrower) and working capital assets related thereto (including but not
limited to revenue from, and insurance, condemnation, sale and other proceeds of, any such fixed or capital assets); and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; 
  
 (d) Liens securing obligations owing under this Agreement;

  
 (e) Liens on cash and Cash Equivalents to
secure obligations in respect of any Swap Agreement entered into by the Borrower or any Restricted Subsidiary in the ordinary course of its business, provided that the amount of cash and Cash Equivalents does not exceed $100,000,000 in the aggregate
at any time; and 
  
 (f) Liens securing Synthetic
Lease Obligations, provided that the aggregate principal amount of such obligations and the amount of Indebtedness outstanding and secured under Section 6.02(c) shall not exceed $100,000,000. 
  
 Section 6.03 Fundamental Changes. 
  
 (a) The Borrower will not, and will not permit any
Subsidiary Guarantors to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no
Default shall have occurred and be continuing, (i) any Subsidiary Guarantors may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Person may merge into any Subsidiary Guarantors in a transaction
in which the surviving entity is a Wholly-Owned Subsidiary and a Subsidiary Guarantor, (iii) any Person may merge into the Borrower in a transaction in which the surviving entity is the Borrower and (iv) any Subsidiary Guarantors may liquidate or
dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders. 
  
 (b) The Borrower will not sell, transfer, lease or otherwise dispose of (in one transaction or in a series
of transactions) all or substantially all of its assets, or all or substantially all of the stock of the Subsidiary Guarantors (in each case, whether now owned or hereafter acquired) other than to another Subsidiary Guarantor. 
  
 Section 6.04 Financial Covenant. The Borrower shall not permit,
at any time, the ratio of Total Debt to Total Cap to be greater than 0.60 to 1.0. 
  
 Section 6.05 Investments, Loans and Advances. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, make or hold any Investment in any Person; provided that the Borrower and
its Restricted Subsidiaries may make Permitted Investments. 
  
 Section 6.06 Swap Agreements. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, enter into any Swap Agreement, except (a) Swap Agreements entered into to hedge or mitigate risks to which the
Borrower or any Restricted Subsidiary (either 

  

 38 








 
directly or indirectly through its ownership of Equity Interests in Oil and Gas Royalty Trust/MLPs) has actual or projected exposure (other than those in
respect of Equity Interests of the Borrower or any of its Subsidiaries), (b) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate to another floating rate
or otherwise) with respect to any interest-bearing liability or investment of the Borrower or any Restricted Subsidiary and (c) other Swap Agreements permitted under the risk management policies approved by the Borrower’s Board of Directors
from time to time and not subjecting the Borrower and its Restricted Subsidiaries to material speculative risks. 
  
 Section 6.07 Transactions with Affiliates. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, sell, lease or
otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and
on fair and reasonable terms and conditions not less favorable to the Borrower or such Restricted Subsidiary than could be obtained on an arm’s length basis from unrelated third parties, and (b) transactions between or among the Borrower and
its Wholly-Owned Subsidiaries not involving any other Affiliate. 
  
 Section 6.08 Restrictive Agreements. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that
prohibits, restricts or imposes any condition upon the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other
Restricted Subsidiary or to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement, (ii) the foregoing shall not
apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition) and (iii) the
foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such
sale is permitted hereunder. 
  
 ARTICLE VII 
 EVENTS OF DEFAULT 
  
 If any of the following events (“Events of Default”) shall occur: 
  
 (a) the Borrower shall fail to pay any principal of any Loan when and as the same shall become due and
payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise, and such failure shall continue unremedied for a period of one Business Day; 
  
 (b) the Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an
amount referred to in clause (a) of this Article) payable under this Agreement, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three Business Days; 
  

 39 








 (c) any representation or warranty made or deemed made by or on behalf of the Borrower or
any Subsidiary Guarantor in or in connection with this Agreement, any Subsidiary Guaranty or any amendment or modification hereof or waiver hereunder or thereunder, or in any report, certificate, financial statement or other document furnished
pursuant to or in connection with this Agreement, any Subsidiary Guaranty or any amendment or modification hereof or thereof or any waiver hereof or thereof, shall prove to have been incorrect when made or deemed made; 
  
 (d) the Borrower shall fail to observe or perform any
covenant, condition or agreement contained in Section 5.02, Section 5.03 (with respect to the Borrower’s existence), or Section 5.08 or in ARTICLE VI; 
  
 (e) the Borrower or any Subsidiary Guarantor shall fail to observe or perform any covenant, condition or agreement contained in this
Agreement or any Subsidiary Guaranty (other than those specified in clause (a), (b) or (d) of this Article), and such failure shall continue unremedied for a period of thirty days after notice thereof from the Administrative Agent to the Borrower
(which notice will be given at the request of any Lender); 
  
 (f) (i) the Borrower or any Restricted Subsidiary shall fail to make any payment of principal or interest in respect of any Material Indebtedness (other than in respect of any Swap Agreement) when and as the same
shall become due and payable and such failure continues beyond any applicable grace period provided therefor; or (ii) any event or condition occurs that results in any Material Indebtedness (other than in respect of any Swap Agreement) becoming due
prior to its scheduled maturity or that enables or permits the holder or holders of any Material Indebtedness (other than in respect of any Swap Agreement) or any trustee or agent on its or their behalf to cause such Material Indebtedness to become
due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity, provided that this clause (ii) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer
of the property or assets securing such Indebtedness to the extent such Indebtedness is paid when due; 
  
 (g) any event or condition occurs of the type customarily included as an event of default under International Swap Dealers Association
master agreements (with respect to which the Borrower or any Restricted Subsidiary is the defaulting party) that enables or permits the holder or holders of any Material Indebtedness under a Swap Agreement to declare an early termination date or
otherwise cause such Material Indebtedness to become due prior to its scheduled maturity and such event or condition continues beyond any applicable period of grace provided therefor, except where such event or condition is being contested in good
faith; 
  
 (h) an involuntary proceeding shall be
commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of the Borrower or any Restricted Subsidiary or its debts, or of a substantial part of its assets, under any Federal, state or
foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Restricted Subsidiary or for a
substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; 
  

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 (i) the Borrower or any Restricted Subsidiary shall (i) voluntarily commence any
proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to
contest in a timely and appropriate manner, any proceeding or petition described in clause (h) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the
Borrower or any Restricted Subsidiary or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors
or (vi) take any action for the purpose of effecting any of the foregoing; 
  
 (j) the Borrower or any Restricted Subsidiary shall become unable, admit in writing its inability or fail generally to pay its debts as they become due; 
  
 (k) one or more judgments for the payment of money in an aggregate amount in excess of $50,000,000 shall be
rendered against the Borrower, any Restricted Subsidiary or any combination thereof and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed, or any action shall be legally
taken by a judgment creditor to attach or levy upon any material domestic assets of the Borrower or any Restricted Subsidiary to enforce any such judgment; 
  
 (l) an ERISA Event shall have occurred that, in the opinion of the Required Lenders, when taken together with all other ERISA Events that
have occurred, could reasonably be expected to result in a Material Adverse Effect; or 
  
 (m) a Change in Control shall occur; 
  
 then, and in every such event (other than an event with respect to an Obligor described in clause (h) or (i) of this Article), and at any time thereafter during the
continuance of such event, the Administrative Agent may, with the consent of the Required Lenders, or shall, at the request of the Required Lenders, by notice to the Borrower, take either or both of the following actions, at the same or different
times declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so
declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind,
all of which are hereby waived by the Borrower; and in case of any event with respect to an Obligor described in clause (h) or (i) of this Article, the principal of the Loans then outstanding, together with accrued interest thereon and all fees and
other obligations of the Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower. 
  

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 ARTICLE VIII 
 THE ADMINISTRATIVE AGENT 
  
 Section 8.01 Administrative Agent. Each of the Lenders hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as
are delegated to the Administrative Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto. 
  
 The bank serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may
exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of
business with the Borrower or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders. 
  
 The Administrative Agent shall not have any duties or obligations except those expressly set forth herein or in the other
Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative
Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Administrative Agent is required to exercise in writing as directed by
the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided, provided that the Administrative Agent shall not be required to take any action that, in its opinion or the
opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law in Section 9.02), and (c) except as expressly set forth herein, the Administrative Agent shall not have any duty to
disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any
capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the
Administrative Agent shall believe in good faith shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have
knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any
statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith,
(iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any
other Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative
Agent. 
  

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 The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying
upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed or
sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative
Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel,
accountants or experts. 
  
 The Administrative Agent may perform
any and all its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and
all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such
sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. 
  
 Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the
Administrative Agent may resign at any time by notifying the Lenders and the Borrower or be removed for cause by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right, in consultation with the
Borrower, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation or is removed,
then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent; provided that if the Administrative Agent shall notify the Borrower and the Lenders that no Person has accepted such appointment, then
such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) all payments,
communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for
above in this Section. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative
Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise
agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its
sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. 
  

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 Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or
any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon
the Administrative Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any
related agreement or any document furnished hereunder or thereunder. 
  
 The Administrative Agent is hereby designated as the CUSIP agent for all parties and is authorized to take all necessary or desirable steps to obtain CUSIP Numbers from the CSB and to include those numbers on all Loan Documents. The
Administrative Agent is further authorized to take all actions necessary or desirable to maintain accurate and updated information with the CSB, including in connection with any amendment, modification, or restatement of this Agreement. After the
Effective Date, the Administrative Agent is authorized to allow the CSB to publish the CUSIP Data to CUSIP Subscribers. 
  
 Section 8.02 The Co-Arrangers, Syndication Agent and Co-Documentation Agents. The Co-Arrangers, the Syndication Agent and the
Co-Documentation Agents shall have no duties, responsibilities or liabilities under this Agreement and the other Loan Documents other than their duties, responsibilities and liabilities in their capacity as Lenders hereunder. 
  
 ARTICLE IX 
 MISCELLANEOUS 
  
 Section 9.01 Notices. Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications
provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows: 
  
 (a) if to the Borrower, to 810 Houston Street, Fort Worth, Texas 76102, Attention of Brent W. Clum
(Facsimile No. (817) 885-1811); 
  
 (b) if to the
Administrative Agent, to Bank of America, N.A., 901 Main Street, 14th Floor, Dallas, Texas 75201, Attention of Ramon Presas (Facsimile No. (214) 290-8364), with a copy to: 
  

	 	•	Bank of America, N.A., 901 Main Street, 14th Floor, Dallas, Texas 75201, Attention of Renita Cummings (Facsimile No. (214) 290-8371), and 

  

	 	•	Bank of America, N.A., 700 Louisiana Street, 8th Floor, Houston, Texas 77002, Attention of Joseph F. Scott (Facsimile No. (713) 247-7286); and 

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

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 (d) Notices and communications to the Lenders hereunder may be delivered or furnished by
electronic communications pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by the Administrative Agent and the applicable Lender. The
Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be
limited to particular notices or communications. 
  
 Any party
hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto, or, in the case of any Lender, to the Administrative Agent and the Borrower. All notices and other communications
given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt. 
  
 Section 9.02 Waivers; Amendments. 
  
 (a) No failure or delay by the Administrative Agent or any Lender in exercising any right or power hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power.
The rights and remedies of the Administrative Agent and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by
the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given.

  
 (b) Neither this Agreement, any provision
hereof, nor any provisions of the Subsidiary Guaranties may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent
with the consent of the Required Lenders; provided that no such agreement shall (i) increase or extend the Commitment of any Lender without the written consent of such Lender, (ii) reduce the principal amount of any Loan or reduce the rate of
interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender affected thereby, (iii) postpone the scheduled date of payment of the principal amount of any Loan, or any interest thereon, or any fees payable
hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender affected thereby, (iv) change Section 2.09 or Section 2.18(b) or (c) in
a manner that would alter the pro rata treatment of Lenders or pro rata sharing of payments required thereby, without the written consent of each Lender, or (v) release any Subsidiary Guarantor from its obligations under this Agreement or its
Subsidiary Guarantee unless the Borrower and its Subsidiaries no longer own any of the Equity Interests of such Subsidiary Guarantor, or (vi) change any of the provisions of this Section or the definition of “Required Lenders” or any other
provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; provided further that


  

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no such agreement shall amend, modify or otherwise affect the rights or duties of any Agent hereunder without the prior written consent of such Agent.

  
 Section 9.03 Expenses; Indemnity; Damage Waiver.

  
 (a) The Borrower shall pay (i) all reasonable
out-of-pocket expenses incurred by the Administrative Agent and the Co-Arrangers and their Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, in connection with the syndication of the credit
facilities provided for herein, the preparation and administration of this Agreement and the Subsidiary Guaranties or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby
shall be consummated) including, without limitation, fees and expenses incurred in the process of obtaining and maintaining the CUSIP Numbers and the information relative thereto with the CSB, and (ii) all reasonable out-of-pocket expenses incurred
by the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights in connection with this
Agreement and the Subsidiary Guaranties, including its rights under this Section, or in connection with the Loans made hereunder, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in
respect of such Loans. 
  
 (b) THE BORROWER SHALL
INDEMNIFY EACH AGENT, EACH CO-ARRANGER, EACH LENDER AND EACH RELATED PARTY OF ANY OF THE FOREGOING PERSONS (EACH SUCH PERSON BEING CALLED AN “INDEMNITEE”) AGAINST, AND HOLD EACH INDEMNITEE HARMLESS FROM, ANY AND ALL LOSSES, CLAIMS,
DAMAGES, LIABILITIES AND RELATED EXPENSES, INCLUDING THE REASONABLE FEES, CHARGES AND DISBURSEMENTS OF ANY COUNSEL FOR ANY INDEMNITEE, INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF (i) THE
EXECUTION OR DELIVERY OF THIS AGREEMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY, THE PERFORMANCE BY THE PARTIES HERETO OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR THE CONSUMMATION OF THE TRANSACTIONS OR ANY OTHER TRANSACTIONS
CONTEMPLATED HEREBY, (ii) ANY LOAN OR THE USE OF THE PROCEEDS THEREFROM, (iii) ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OF HAZARDOUS MATERIALS ON OR FROM ANY PROPERTY OWNED OR OPERATED BY THE BORROWER OR ANY OF ITS SUBSIDIARIES, OR ANY
ENVIRONMENTAL LIABILITY RELATED IN ANY WAY TO THE BORROWER OR ANY OF ITS SUBSIDIARIES, OR (iv) ANY ACTUAL OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO, AND SUCH INDEMNITY SHALL EXTEND TO EACH INDEMNITEE NOTWITHSTANDING THE SOLE OR CONCURRENT NEGLIGENCE OF EVERY KIND OR CHARACTER WHATSOEVER, WHETHER ACTIVE OR PASSIVE, WHETHER AN
AFFIRMATIVE ACT OR AN OMISSION, INCLUDING WITHOUT LIMITATION, ALL TYPES OF NEGLIGENT CONDUCT IDENTIFIED IN THE RESTATEMENT (SECOND) OF TORTS OF ONE OR MORE OF THE INDEMNITEES OR BY REASON OF STRICT 

  

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LIABILITY IMPOSED WITHOUT FAULT ON ANY ONE OR MORE OF THE INDEMNITEES INCLUDING THE ORDINARY NEGLIGENCE OF SUCH INDEMNITEE; PROVIDED THAT SUCH
INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE TO THE EXTENT THAT SUCH LOSSES, CLAIMS, DAMAGES, LIABILITIES OR RELATED EXPENSES ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT TO HAVE RESULTED FROM
THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE. 
  
 (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any Agent or Co-Arranger under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative
Agent such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage,
liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent in its capacity as such. 
  
 (d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any
theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the
Transactions, any Loan or the use of the proceeds thereof. 
  
 (e) All amounts due under this Section shall be payable not later than 30 days after written demand therefor. 
  
 Section 9.04 Successors and Assigns. 
  
 (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors
and assigns permitted hereby, except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower
without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to
confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related
Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. 
  
 (b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees all or a portion of
its rights and obligations under this Agreement (including all or a portion of its Loan) with the prior written consent (such consent not to be unreasonably withheld or delayed) of: 
  
 (A) the Borrower, provided that no consent of the Borrower shall be required for an assignment to a Lender,
an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; and 
  

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 (B) the Administrative Agent, provided that no consent of the Administrative Agent shall
be required for an assignment of any Loan (or portion thereof) to an assignee that is a Lender immediately prior to giving effect to such assignment, an Affiliate of such a Lender or an Approved Fund. 
  
 (ii) Assignments shall be subject to the following
additional conditions: 
  
 (A) except in the
case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Loan, the amount of the Loan of the assigning Lender subject to each such assignment (determined as of the
date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, such consent not to be
unreasonably withheld, provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing; 
  
 (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and
obligations under this Agreement; 
  
 (C) the
parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and 
  
 (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative
Questionnaire and comply with the requirements of Section 2.17(e). 
  
 For the purposes of this Section 9.04(b), the term “Approved Fund” has the following meaning: 
  
 “Approved Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or
investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or
manages a Lender. 
  
 (iii) Subject to acceptance
and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such
Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under
this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights 

  

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and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16,
2.17 and 9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such
rights and obligations in accordance with paragraph (c) of this Section. 
  
 (iv) The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of
the names and addresses of the Lenders, and the Commitment of, and principal amount of the Loan owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive,
and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary.
The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. 
  
 (v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s
completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of
this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the
Register as provided in this paragraph. 
  
 (c)
(i) Any Lender may, without the consent of the Borrower, the Administrative Agent, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under
this Agreement (including all or a portion of its Loan); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of
such obligations and (C) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or
instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided
that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.02(b) that affects such Participant. Subject
to paragraph (c)(ii) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to
paragraph (b) of this Section. 
  
 (ii) A
Participant shall not be entitled to receive any greater payment under Section 2.15 or Section 2.17 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the
participation to such Participant is made with the Borrower’s prior written consent. 
  

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 (d) Any Lender may at any time pledge or assign a security interest in all or any portion
of its rights under this Agreement to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a
security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. 
  
 Section 9.05 Survival. All covenants, agreements,
representations and warranties made by the Borrower herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall
survive the execution and delivery of this Agreement and the making of any Loans, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or
knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount
payable under this Agreement is outstanding and unpaid. The provisions of Sections 2.15, 2.16, 2.17 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby,
the repayment of the Loans or the termination of this Agreement or any provision hereof. 
  
 Section 9.06 Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an
original, but all of which when taken together shall constitute a single contract. This Agreement and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating
to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been
executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement.

  
 Section 9.07 Severability. Any provision of this
Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. 
  

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 Section 9.08 Governing Law; Jurisdiction; Consent to Service of Process. 
  
 (a) THIS AGREEMENT AND THE NOTES SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS EXCEPT TO THE EXTENT THAT UNITED STATES FEDERAL LAW PERMITS ANY LENDER TO CONTRACT FOR, CHARGE, RECEIVE, RESERVE OR TAKE INTEREST AT THE RATE ALLOWED BY THE LAWS OF THE STATE WHERE SUCH
LENDER IS LOCATED. CHAPTER 346 OF THE TEXAS FINANCE CODE (WHICH REGULATES CERTAIN REVOLVING CREDIT LOAN ACCOUNTS AND REVOLVING TRI-PARTY ACCOUNTS) SHALL NOT APPLY TO THIS AGREEMENT. 
  
 (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THE LOAN DOCUMENTS MAY BE BROUGHT IN THE COURTS OF THE
STATE OF TEXAS OR OF THE UNITED STATES OF AMERICA SITUATED IN TARRANT COUNTY OR HARRIS COUNTY OF THE STATE OF TEXAS, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY HEREBY ACCEPTS FOR ITSELF AND (TO THE EXTENT PERMITTED BY LAW) IN
RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF
FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS. THIS SUBMISSION TO JURISDICTION IS NON-EXCLUSIVE AND DOES NOT PRECLUDE A PARTY FROM OBTAINING JURISDICTION
OVER ANOTHER PARTY IN ANY COURT OTHERWISE HAVING JURISDICTION. 
  
 (c) EACH PARTY IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO
IT AT THE ADDRESS SPECIFIED IN SECTION 9.01 OR SUCH OTHER ADDRESS AS IS SPECIFIED PURSUANT TO SECTION 9.01 (OR ITS ASSIGNMENT AND ASSUMPTION), SUCH SERVICE TO BECOME EFFECTIVE THIRTY (30) DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE
RIGHT OF A PARTY OR ANY HOLDER OF A NOTE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANOTHER PARTY IN ANY OTHER JURISDICTION. 
  
 Section 9.09 WAIVER OF JURY TRIAL. EACH PARTY HEREBY (i)
IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER DOCUMENT RELATED TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN; (ii)
IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES;
(iii) CERTIFIES THAT NO PARTY 

  

 51 








 
HERETO NOR ANY REPRESENTATIVE OR AGENT OR COUNSEL FOR ANY PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, OR IMPLIED THAT SUCH PARTY WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS, AND (iv) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT, THE LOAN DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 9.09. 
  
 Section 9.10 Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into
consideration in interpreting, this Agreement. 
  
 Section 9.11
Confidentiality. Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors,
officers, employees and agents, including accountants and legal counsel (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information
confidential), (b) to the extent requested by any regulatory authority or any self-regulatory body claiming to have authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process or authority, (d)
to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) to (i) any assignee of or Participant in, or
any prospective assignee of or Participant in, any of its rights or obligations under this Agreement, (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations,
or (iii) to its legal, tax and accounting advisors, provided that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and shall agree in writing to maintain the confidentiality thereof or, in
the case of its legal, tax and accounting advisors, instructed to keep such Information confidential, (g) with the consent of the Borrower or (h) to the extent such Information becomes publicly available other than as a result of a breach of this
Section. For the purposes of this Section, “Information” means all information received from the Borrower relating to the Borrower or its business, other than any such information that is available to the Administrative Agent or any Lender
on a nonconfidential basis prior to disclosure by the Borrower. 
  
 Section 9.12 Interest Rate Limitation. It is the intention of the parties hereto that each Lender shall conform strictly to usury laws applicable to it. Accordingly, if the transactions contemplated hereby would be usurious as
to any Lender under laws applicable to it (including the laws of the United States of America and the State of Texas or any other jurisdiction whose laws may be mandatorily applicable to such Lender notwithstanding the other provisions of this
Agreement), then, in that event, notwithstanding anything to the contrary in the Agreement or the Subsidiary Guaranties, it is agreed as follows: (i) the aggregate of all consideration which constitutes interest under law applicable to any Lender
that is contracted for, taken, reserved, charged or received by such Lender under the Agreement or the Subsidiary Guaranties shall under no circumstances exceed the maximum amount allowed by such applicable law, and any excess shall be canceled
automatically and if theretofore paid shall be credited by such Lender 

  

 52 








 
on the principal amount of the Indebtedness (or, to the extent that the principal amount of the Indebtedness shall have been or would thereby be paid in
full, refunded by such Lender to the Borrower); and (ii) in the event of any required or permitted prepayment, then such consideration that constitutes interest under law applicable to any Lender may never include more than the maximum amount
allowed by such applicable law, and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically by such Lender as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited by
such Lender on the principal amount of the Indebtedness (or, to the extent that the principal amount of the Indebtedness shall have been or would thereby be paid in full, refunded by such Lender to the Borrower). All sums paid or agreed to be paid
to any Lender for the use, forbearance or detention of sums due hereunder shall, to the extent permitted by law applicable to such Lender, be amortized, prorated, allocated and spread throughout the stated term of the Loans until payment in full so
that the rate or amount of interest on account of any Loans hereunder does not exceed the maximum amount allowed by such applicable law. If at any time and from time to time (i) the amount of interest payable to any Lender on any date shall be
computed at the Highest Lawful Rate applicable to such Lender pursuant to this Section 9.12 and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to such Lender would be less than the amount of
interest payable to such Lender computed at the Highest Lawful Rate applicable to such Lender, then the amount of interest payable to such Lender in respect of such subsequent interest computation period shall continue to be computed at the Highest
Lawful Rate applicable to such Lender until the total amount of interest payable to such Lender shall equal the total amount of interest which would have been payable to such Lender if the total amount of interest had been computed without giving
effect to this Section 9.12. To the extent that Chapter 303 of the Texas Finance Code is relevant for the purpose of determining the Highest Lawful Rate applicable to a Lender, such Lender elects to determine the applicable rate ceiling under such
Chapter by the weekly ceiling from time to time in effect. Chapter 346 of the Texas Finance Code does not apply to the Borrower’s obligations hereunder. 
  
 Section 9.13 Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby
authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by
such Lender or Affiliate to or for the credit or the account of any Obligor against any of and all the obligations of any Obligor now or hereafter existing under this Agreement or any Loan Document held by such Lender, irrespective of whether or not
such Lender shall have made any demand under this Agreement or any Loan Document and although such obligations may be unmatured. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of
setoff) which such Lender may have. 
  
 Section 9.14 USA
Patriot Act Notice. Each Lender hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain,
verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender to identify the Borrower in accordance with the Act. 
  

 53 








 Section 9.15 EXCULPATION PROVISIONS. EACH OF THE PARTIES HERETO SPECIFICALLY AGREES THAT IT
HAS A DUTY TO READ THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND AGREES THAT IT IS CHARGED WITH NOTICE AND KNOWLEDGE OF THE TERMS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS; THAT IT HAS IN FACT READ THIS AGREEMENT AND IS FULLY INFORMED AND HAS
FULL NOTICE AND KNOWLEDGE OF THE TERMS, CONDITIONS AND EFFECTS OF THIS AGREEMENT; THAT IT HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL OF ITS CHOICE THROUGHOUT THE NEGOTIATIONS PRECEDING ITS EXECUTION OF THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS; AND HAS RECEIVED THE ADVICE OF ITS ATTORNEY IN ENTERING INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS; AND THAT IT RECOGNIZES THAT CERTAIN OF THE TERMS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS RESULT IN ONE PARTY ASSUMING THE
LIABILITY INHERENT IN SOME ASPECTS OF THE TRANSACTION AND RELIEVING THE OTHER PARTY OF ITS RESPONSIBILITY FOR SUCH LIABILITY. EACH PARTY HERETO AGREES AND COVENANTS THAT IT WILL NOT CONTEST THE VALIDITY OR ENFORCEABILITY OF ANY EXCULPATORY PROVISION
OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS ON THE BASIS THAT THE PARTY HAD NO NOTICE OR KNOWLEDGE OF SUCH PROVISION OR THAT THE PROVISION IS NOT “CONSPICUOUS.” 
  
 Section 9.16 CUSIP Numbers. The Administrative Agent is hereby authorized to take all steps necessary to
obtain CUSIP Numbers from the CUSIP Service Bureau (“CSB”) and shall, within 15 days of the date hereof, take all necessary or desirable steps to obtain a CUSIP Number for this Agreement and provide that number to the Borrower and
the Lenders. The Borrower in issuing any notes hereunder may use “CUSIP” numbers and corresponding “ISINs” (if then generally in use) and, if so, the Administrative Agent and Borrower shall use “CUSIP” numbers and
corresponding “ISINs” in notices of a payment or prepayment as a convenience to Lenders; provided, however, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the notes
issued hereunder or as contained in any notice of a payment or prepayment and that reliance may be placed only on the other identification numbers printed on such notes, and any such payment or prepayment shall not be affected by any defect in or
omission of such numbers. 
  
 [SIGNATURE PAGES BEGIN NEXT PAGE]

  

 54 








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

									
	Borrower:	 	 	 	XTO ENERGY INC.
					
	 	 	 	 	 	 	By:	 	/s/    BRENT W. CLUM        
	 	 	 	 	 	 	 	 	Brent W. Clum
	 	 	 	 	 	 	 	 	Vice President & Treasurer

  

 Signature Page 1 
 [Credit Agreement] 









									
	Administrative Agent & Lender:	 	 	 	BANK OF AMERICA, N.A.
					
	 	 	 	 	 	 	By:	 	/s/    RICHARD L. STEIN        
	 	 	 	 	 	 	 	 	Richard L. Stein, Principal

  

 Signature Page 2 
 [Credit Agreement] 









									
	Syndication Agent & Lender:	 	 	 	BNP PARIBAS
					
	 	 	 	 	 	 	By:	 	/s/    DAVID DODD        
	 	 	 	 	 	 	 Name:
	 	David Dodd
	 	 	 	 	 	 	 Title:
	 	Director
					
	 	 	 	 	 	 	By:	 	/s/    BETSY JOCHER        
	 	 	 	 	 	 	 Name:
	 	Betsy Jocher
	 	 	 	 	 	 	 Title:
	 	Vice President

  

 Signature Page 3 
 [Credit Agreement] 









									
	Co-Documentation Agent & Lender:	 	 	 	CITIBANK, N.A.
					
	 	 	 	 	 	 	By:	 	/s/    JORONNE JETER        
	 	 	 	 	 	 	 Name:
	 	Joronne Jeter
	 	 	 	 	 	 	 Title:
	 	Attorney-in-Fact

  

 Signature Page 4 
 [Credit Agreement] 









									
	Co-Documentation Agent & Lender:	 	 	 	HARRIS NESBITT FINANCING, INC.
					
	 	 	 	 	 	 	By:	 	/s/    JAMES V. DUCOTE        
	 	 	 	 	 	 	 Name:
	 	James V. Ducote
	 	 	 	 	 	 	 Title:
	 	Vice President

  

 Signature Page 5 
 [Credit Agreement] 









									
	Co-Documentation Agent & Lender:	 	 	 	WACHOVIA BANK, NATIONAL ASSOCIATION
					
	 	 	 	 	 	 	By:	 	/s/    DAVID HUMPHREYS        
	 	 	 	 	 	 	 Name:
	 	David Humphreys
	 	 	 	 	 	 	 Title:
	 	Director

  

 Signature Page 6 
 [Credit Agreement] 









									
	Lender:	 	 	 	 THE BANK OF TOKYO-MITSUBISHI, LTD.,
 HOUSTON AGENCY

					
	 	 	 	 	 	 	By:	 	/s/    KELTON GLASSCOCK        
	 	 	 	 	 	 	 Name:
	 	Kelton Glasscock
	 	 	 	 	 	 	 Title:
	 	Vice President & Manager
					
	 	 	 	 	 	 	By:	 	/s/    JAY FORT        
	 	 	 	 	 	 	 Name:
	 	Jay Fort
	 	 	 	 	 	 	 Title:
	 	Vice President

  

 Signature Page 7 
 [Credit Agreement] 









									
	Lender:	 	 	 	CALYON NEW YORK BRANCH
					
	 	 	 	 	 	 	By:	 	/s/    OLIVIER AUDEMARD        
	 	 	 	 	 	 	 Name:
	 	Olivier Audemard
	 	 	 	 	 	 	 Title:
	 	Managing Director
					
	 	 	 	 	 	 	By:	 	/s/    ATTILA COACH        
	 	 	 	 	 	 	 Name:
	 	Attila Coach
	 	 	 	 	 	 	 Title:
	 	Managing Director

  

 Signature Page 8 
 [Credit Agreement] 









									
	Lender:	 	 	 	FORTIS CAPITAL CORP.
					
	 	 	 	 	 	 	By:	 	/s/    DEIRDRE SANBORN        
	 	 	 	 	 	 	 Name:
	 	Deirdre Sanborn
	 	 	 	 	 	 	 Title:
	 	Vice President
					
	 	 	 	 	 	 	By:	 	/s/    DARRELL W. HOLLEY        
	 	 	 	 	 	 	 Name:
	 	Darrell W. Holley
	 	 	 	 	 	 	 Title:
	 	Managing Director

  

 Signature Page 9 
 [Credit Agreement] 









									
	Lender:	 	 	 	THE ROYAL BANK OF SCOTLAND plc
					
	 	 	 	 	 	 	By:	 	/s/    JAMES R.
MCBRIDE        
	 	 	 	 	 	 	 Name:
	 	James R. McBride
	 	 	 	 	 	 	 Title:
	 	Managing Director

  

 Signature Page 10 
 [Credit Agreement] 









									
	Lender:	 	 	 	SUNTRUST BANK
					
	 	 	 	 	 	 	By:	 	/s/    JAMES M. WARREN        
	 	 	 	 	 	 	 Name:
	 	James M. Warren
	 	 	 	 	 	 	 Title:
	 	Director

  

 Signature Page 11 
 [Credit Agreement] 









									
	Lender:	 	 	 	UBS LOAN FINANCE LLC
					
	 	 	 	 	 	 	By:	 	/s/    JOSELIN FERNANDES        
	 	 	 	 	 	 	 Name:
	 	Joselin Fernandes
	 	 	 	 	 	 	 Title:
	 	Associate Director,
Banking Products Services, US
					
	 	 	 	 	 	 	By:	 	/s/    DORIS MESA        
	 	 	 	 	 	 	 Name:
	 	Doris Mesa
	 	 	 	 	 	 	 Title:
	 	Associate Director,
Banking Products Services, US

  

 Signature Page 12 
 [Credit Agreement] 









									
	Lender:	 	 	 	UFJ BANK LIMITED
					
	 	 	 	 	 	 	By:	 	/s/    CLYDE REDFORD        
	 	 	 	 	 	 	 Name:
	 	Clyde Redford
	 	 	 	 	 	 	 Title:
	 	Senior Vice President

  

 Signature Page 13 
 [Credit Agreement] 









									
	Lender:	 	 	 	U.S. BANK NATIONAL ASSOCIATION
					
	 	 	 	 	 	 	By:	 	/s/    MARK E. THOMPSON        
	 	 	 	 	 	 	 Name:
	 	Mark E. Thompson
	 	 	 	 	 	 	 Title:
	 	Vice President

  

 Signature Page 14 
 [Credit Agreement] 









									
	Lender:	 	 	 	WELLS FARGO BANK, N.A.
					
	 	 	 	 	 	 	By:	 	/s/    CHARLES D.
KIRKHAM        
	 	 	 	 	 	 	 Name:
	 	Charles D. Kirkham
	 	 	 	 	 	 	 Title:
	 	Vice President

  

 Signature Page 15 
 [Credit Agreement] 









									
	Lender:	 	 	 	COMERICA BANK
					
	 	 	 	 	 	 	By:	 	/s/    MICHELE L. JONES        
	 	 	 	 	 	 	 Name:
	 	Michele L. Jones
	 	 	 	 	 	 	 Title:
	 	Senior Vice President - Texas Division

  

 Signature Page 16 
 [Credit Agreement] 








  
 SCHEDULE 2.01

 COMMITMENTS 
  

							
	 Lender

	  	Amount of
Commitment

	  	Applicable
Percentage

	 
	 Bank of America, N.A.
	  	$	31,250,000	  	10.418	%
	 BNP Paribas
	  	 	31,250,000	  	10.418	%
	 Citibank, N.A.
	  	 	22,500,000	  	7.50	%
	 Harris Nesbitt Financing, Inc.
	  	 	22,500,000	  	7.50	%
	 Wachovia Bank, National Association
	  	 	22,500,000	  	7.50	%
	 The Bank of Tokyo-Mitsubishi, Ltd., Houston Agency
	  	 	17,500,000	  	5.833	%
	 Calyon New York Branch
	  	 	17,500,000	  	5.833	%
	 Fortis Capital Corp.
	  	 	17,500,000	  	5.833	%
	 The Royal Bank of Scotland plc
	  	 	17,500,000	  	5.833	%
	 SunTrust Bank
	  	 	17,500,000	  	5.833	%
	 UBS Loan Finance LLC
	  	 	17,500,000	  	5.833	%
	 UFJ Bank Limited
	  	 	17,500,000	  	5.833	%
	 U.S. Bank National Association
	  	 	17,500,000	  	5.833	%
	 Wells Fargo Bank, N.A.
	  	 	17,500,000	  	5.833	%
	 Comerica Bank
	  	 	12,500,000	  	4.167	%
	 TOTAL:
	  	$	300,000,000	  	100.00	%