Fourth Amended and Restated Senior Revolving Credit Agreement


 Exhibit 10.1 
 Execution Version 
 FOURTH
AMENDED AND RESTATED 
 SENIOR REVOLVING
CREDIT AGREEMENT 
 DATED AS OF 

OCTOBER 14, 2009 
 AMONG 
 PETROHAWK ENERGY
CORPORATION, 
 AS BORROWER, 
 BNP PARIBAS, 
 AS ADMINISTRATIVE AGENT, 
 BANK OF AMERICA, N.A. AND 
 BANK
OF MONTREAL, 
 AS CO-SYNDICATION
AGENTS, 
 JPMORGAN CHASE BANK, N.A., 
 AND WELLS FARGO BANK, N.A., 
 AS CO-DOCUMENTATION AGENTS, 
 AND 
 THE LENDERS PARTY HERETO 
 SOLE
LEAD ARRANGER AND SOLE BOOKRUNNER 
 BNP
PARIBAS SECURITIES CORP. 






 TABLE OF CONTENTS 
  

					
	 	  	 	  	Page
	ARTICLE I
	DEFINITIONS AND ACCOUNTING MATTERS
			
	 Section 1.01
	  	 Terms Defined Above
	  	1
	 Section 1.02
	  	 Certain Defined Terms
	  	1
	 Section 1.03
	  	 Types of Loans and Borrowings
	  	23
	 Section 1.04
	  	 Terms Generally; Rules of Construction
	  	23
	 Section 1.05
	  	 Accounting Terms and Determinations; GAAP
	  	23
	
	 ARTICLE II

	 THE CREDITS

			
	 Section 2.01
	  	 Commitments
	  	24
	 Section 2.02
	  	 Loans and Borrowings
	  	24
	 Section 2.03
	  	 Requests for Borrowings
	  	26
	 Section 2.04
	  	 Interest Elections
	  	27
	 Section 2.05
	  	 Funding of Borrowings
	  	28
	 Section 2.06
	  	 Termination and Reduction of Aggregate Maximum Credit Amounts
	  	29
	 Section 2.07
	  	 Borrowing Base
	  	29
	 Section 2.08
	  	 Letters of Credit
	  	32
	
	 ARTICLE III

	PAYMENTS OF PRINCIPAL AND INTEREST; PREPAYMENTS; FEES
			
	 Section 3.01
	  	 Repayment of Loans
	  	36
	 Section 3.02
	  	 Interest
	  	37
	 Section 3.03
	  	 Alternate Rate of Interest
	  	37
	 Section 3.04
	  	 Prepayments
	  	38
	 Section 3.05
	  	 Fees
	  	39
	
	 ARTICLE IV

	PAYMENTS; PRO RATA TREATMENT; SHARING OF SET-OFFS
			
	 Section 4.01
	  	 Payments Generally; Pro Rata Treatment; Sharing of Set-offs
	  	40
	 Section 4.02
	  	 Presumption of Payment by the Borrower
	  	42
	 Section 4.03
	  	 Certain Deductions by the Administrative Agent
	  	42
	 Section 4.04
	  	 Disposition of Proceeds
	  	42
	 Section 4.05
	  	 Payments and Deductions to a Defaulting Lender
	  	42
	 Section 4.06
	  	 Assignments, New Lenders and Reallocation of Commitments and Loans
	  	44
	
	 ARTICLE V

	INCREASED COSTS; BREAK FUNDING PAYMENTS; TAXES
			
	 Section 5.01
	  	 Increased Costs
	  	45
	 Section 5.02
	  	 Break Funding Payments
	  	46
	 Section 5.03
	  	 Taxes
	  	46
	 Section 5.04
	  	 Mitigation Obligations; Replacement of Lenders
	  	48








					
	 ARTICLE VI

	 CONDITIONS PRECEDENT

			
	 Section 6.01
	  	 Effective Date
	  	49
	 Section 6.02
	  	 Each Credit Event
	  	51
	
	ARTICLE VII
	REPRESENTATIONS AND WARRANTIES
			
	 Section 7.01
	  	 Organization; Powers
	  	52
	 Section 7.02
	  	 Authority; Enforceability
	  	52
	 Section 7.03
	  	 Approvals; No Conflicts
	  	53
	 Section 7.04
	  	 Financial Condition; No Material Adverse Change
	  	53
	 Section 7.05
	  	 Litigation
	  	54
	 Section 7.06
	  	 Environmental Matters
	  	54
	 Section 7.07
	  	 Compliance with the Laws and Agreements; No Defaults
	  	55
	 Section 7.08
	  	 Investment Company Act
	  	55
	 Section 7.09
	  	 Taxes
	  	55
	 Section 7.10
	  	 ERISA
	  	56
	 Section 7.11
	  	 Disclosure; No Material Misstatements
	  	56
	 Section 7.12
	  	 Insurance
	  	57
	 Section 7.13
	  	 Restriction on Liens
	  	57
	 Section 7.14
	  	 Subsidiaries
	  	57
	 Section 7.15
	  	 Location of Business and Offices
	  	57
	 Section 7.16
	  	 Properties; Titles, Etc.
	  	58
	 Section 7.17
	  	 Maintenance of Properties
	  	58
	 Section 7.18
	  	 Gas Imbalances, Prepayments
	  	59
	 Section 7.19
	  	 Marketing of Production
	  	59
	 Section 7.20
	  	 Swap Agreements
	  	59
	 Section 7.21
	  	 Use of Loans and Letters of Credit
	  	60
	 Section 7.22
	  	 Solvency
	  	60
	 Section 7.23
	  	 Transportation Contracts
	  	60
	
	 ARTICLE VIII

	 AFFIRMATIVE COVENANTS

			
	 Section 8.01
	  	 Financial Statements; Ratings Change; Other Information
	  	60
	 Section 8.02
	  	 Notices of Material Events
	  	64
	 Section 8.03
	  	 Existence; Conduct of Business
	  	64
	 Section 8.04
	  	 Payment of Obligations
	  	65
	 Section 8.05
	  	 Performance of Obligations under Loan Documents
	  	65
	 Section 8.06
	  	 Operation and Maintenance of Properties
	  	65
	 Section 8.07
	  	 Insurance
	  	66
	 Section 8.08
	  	 Books and Records; Inspection Rights
	  	66
	 Section 8.09
	  	 Compliance with Laws
	  	66
	 Section 8.10
	  	 Environmental Matters
	  	66
	 Section 8.11
	  	 Further Assurances
	  	67
	 Section 8.12
	  	 Reserve Reports
	  	68
	 Section 8.13
	  	 Title Information
	  	69








					
	 Section 8.14
	  	 Additional Collateral; Additional Guarantors
	  	70
	 Section 8.15
	  	 ERISA Compliance
	  	71
	 Section 8.16
	  	 Swap Agreements
	  	71
	 Section 8.17
	  	 Unrestricted Subsidiaries
	  	71
	 Section 8.18
	  	 Marketing Activities
	  	71
	 Section 8.19
	  	 Midstream Assets and Midstream Services Contracts
	  	72
	
	 ARTICLE IX

	 NEGATIVE COVENANTS

			
	 Section 9.01
	  	 Financial Covenants
	  	72
	 Section 9.02
	  	 Debt
	  	73
	 Section 9.03
	  	 Liens
	  	74
	 Section 9.04
	  	 Dividends, Distributions and Redemptions; Repayment of Senior Notes
	  	74
	 Section 9.05
	  	 Investments, Loans and Advances
	  	75
	 Section 9.06
	  	 Designation and Conversion of Restricted and Unrestricted Subsidiaries; Debt of Unrestricted Subsidiaries
	  	76
	 Section 9.07
	  	 Nature of Business; International Operations
	  	77
	 Section 9.08
	  	 Limitation on Leases
	  	77
	 Section 9.09
	  	 Proceeds of Loans
	  	77
	 Section 9.10
	  	 ERISA Compliance
	  	78
	 Section 9.11
	  	 Sale or Discount of Receivables
	  	78
	 Section 9.12
	  	 Merger, Etc.
	  	78
	 Section 9.13
	  	 Sale of Properties
	  	79
	 Section 9.14
	  	 Environmental Matters
	  	79
	 Section 9.15
	  	 Transactions with Affiliates
	  	80
	 Section 9.16
	  	 Subsidiaries
	  	80
	 Section 9.17
	  	 Negative Pledge Agreements; Dividend Restrictions
	  	80
	 Section 9.18
	  	 Gas Imbalances, Take-or-Pay or Other Prepayments
	  	80
	 Section 9.19
	  	 Swap Agreements
	  	80
	 Section 9.20
	  	 Midstream Services Contracts
	  	81
	
	ARTICLE X
	 EVENTS OF DEFAULT; REMEDIES

			
	 Section 10.01
	  	 Events of Default
	  	82
	 Section 10.02
	  	 Remedies
	  	83
	
	 ARTICLE XI

	 THE AGENTS

			
	 Section 11.01
	  	 Appointment; Powers
	  	84
	 Section 11.02
	  	 Duties and Obligations of Administrative Agent
	  	84
	 Section 11.03
	  	 Action by Administrative Agent
	  	85
	 Section 11.04
	  	 Reliance by Administrative Agent
	  	86
	 Section 11.05
	  	 Subagents
	  	86
	 Section 11.06
	  	 Resignation or Removal of Agents
	  	86
	 Section 11.07
	  	 Agents as Lenders
	  	86
	 Section 11.08
	  	 No Reliance
	  	87
	 Section 11.09
	  	 Administrative Agent May File Proofs of Claim
	  	87








					
	 Section 11.10
	  	 Authority of Administrative Agent to Release Collateral and Liens
	  	88
	 Section 11.11
	  	 The Arranger, the Co-Syndication Agents and the Co-Documentation Agents
	  	88
	
	ARTICLE XII
	 MISCELLANEOUS

			
	 Section 12.01
	  	 Notices
	  	88
	 Section 12.02
	  	 Waivers; Amendments
	  	89
	 Section 12.03
	  	 Expenses, Indemnity; Damage Waiver
	  	90
	 Section 12.04
	  	 Successors and Assigns
	  	93
	 Section 12.05
	  	 Survival; Revival; Reinstatement
	  	96
	 Section 12.06
	  	 Counterparts; Integration; Effectiveness
	  	96
	 Section 12.07
	  	 Severability
	  	97
	 Section 12.08
	  	 Right of Setoff
	  	97
	 Section 12.09
	  	 GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS
	  	97
	 Section 12.10
	  	 Headings
	  	98
	 Section 12.11
	  	 Confidentiality
	  	99
	 Section 12.12
	  	 Interest Rate Limitation
	  	99
	 Section 12.13
	  	 EXCULPATION PROVISIONS
	  	100
	 Section 12.14
	  	 Collateral Matters; Swap Agreements
	  	100
	 Section 12.15
	  	 No Third Party Beneficiaries
	  	101
	 Section 12.16
	  	 USA Patriot Act Notice
	  	101







 ANNEXES, EXHIBITS AND SCHEDULES 
  

			
	 Annex I
	  	List of Maximum Credit Amounts
		
	 Exhibit A
	  	Form of Note
	 Exhibit B
	  	Form of Borrowing Request
	 Exhibit C
	  	Form of Interest Election Request
	 Exhibit D
	  	Form of Compliance Certificate
	 Exhibit E
	  	Form of Legal Opinion of Hinkle Elkouri Law Firm
	 Exhibit F
	  	Security Instruments
	 Exhibit G
	  	Form of Assignment and Assumption
		
	 Schedule 1.01
	  	Permian Basin Properties
	 Schedule 7.05
	  	Litigation
	 Schedule 7.14
	  	Subsidiaries and Partnerships; Unrestricted Subsidiaries
	 Schedule 7.18
	  	Gas Imbalances
	 Schedule 7.19
	  	Marketing Contracts
	 Schedule 7.20
	  	Swap Agreements
	 Schedule 7.23
	  	Transportation Contracts
	 Schedule 9.05
	  	Investments







 THIS FOURTH AMENDED AND RESTATED SENIOR REVOLVING CREDIT AGREEMENT dated as of
October 14, 2009 is among: Petrohawk Energy Corporation, a corporation duly formed and existing under the laws of the State of Delaware (the “Borrower”); each of the Lenders from time to time party hereto; BNP Paribas (in its
individual capacity, “BNP Paribas”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”); Bank of America, N.A. and Bank of Montreal,
as co-syndication agents for the Lenders (in such capacity, together with their successors in such capacity, the “Co-Syndication Agent”); and JPMorgan Chase Bank, N.A., and Wells Fargo Bank, N.A., as co-documentation agents for the
Lenders (in such capacity, together with their successors in such capacity, the “Co-Documentation Agents”). 
 R E C I T A L S 
 A. The Borrower, the Administrative Agent and other agents and lenders party thereto
have entered into that certain Third Amended and Restated Senior Revolving Credit Agreement dated as of September 10, 2008, pursuant to which such lenders provided certain loans and extensions of credit to the Borrower (as renewed, extended,
amended or restated from time to time, the “Existing Credit Agreement”). 
 B. The Borrower has requested the
Lenders, and the Lenders have agreed, to amend and restate the Existing Credit Agreement subject to the terms and conditions of this Agreement. 
 C. In consideration of the mutual covenants and agreements herein contained and of the loans, extensions of credit and commitments hereinafter referred to, the parties hereto agree as follows: 

ARTICLE I 
 Definitions and Accounting Matters 
 Section 1.01 Terms Defined Above. As used in this Agreement, each
term defined above has the meaning indicated above. 
 Section 1.02 Certain Defined Terms. As used in this Agreement, the
following terms have the meanings specified below: 
 “ABR”, when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate. 
 “Adjusted LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to
(a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate. 
 “Adjusting
Lender” has the meaning set forth in Section 4.06. 
 “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. 
 “Agents” means, collectively, the Administrative Agent, the Co-Syndication Agents and the Co-Documentation Agents; and “Agent” shall mean either the Administrative Agent, any
Co-Syndication Agent or any Co-Documentation Agent, as the context requires. 
 “Aggregate Maximum Credit
Amounts” at any time shall equal the sum of the Maximum Credit Amounts, as the same may be reduced or terminated pursuant to Section 2.06. 
 “Agreement” means this Fourth Amended and Restated Senior Revolving Credit Agreement, as the same may from time to time be amended, modified, supplemented or restated. 
 “Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime
Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus  1/2
 of 1% and (c) the Adjusted LIBO Rate for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1.5%,
provided that, for the avoidance of doubt, the Adjusted LIBO Rate for any day shall be based on the rate (rounded upwards, if necessary, to the next 1/100 of 1%) appearing on Reuters Screen LIBOR01 Page (or on any successor or substitute page
of such service, or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such page of such service, as determined by the Administrative Agent from time to time for purposes of providing
quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for dollar deposits with a maturity
comparable to such Interest Period. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the
Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate, respectively. 
 “Applicable
Margin” means, for any day, with respect to any ABR Loan or Eurodollar Loan, as the case may be, the rate per annum set forth in the Borrowing Base Utilization Grid below based upon the Borrowing Base Utilization Percentage then in effect:

  

																
	 Borrowing Base
 Utilization Percentage
	  	<50%	 	 	350%
<75%	 	 	375%
<90%	 	 	390%
£100%	 	 	>100%	 
	 LIBOR Margin
	  	2.25	% 	 	2.50	% 	 	2.75	% 	 	3.00	% 	 	3.25	% 
	 ABR Margin
	  	0.75	% 	 	1.00	% 	 	1.25	% 	 	1.500	% 	 	1.75	% 

 Each change in the Applicable Margin shall apply during the period commencing on the
effective date of such change and ending on the date immediately preceding the effective date of the next such change, provided, however, that if at any time the Borrower fails to deliver a Reserve Report pursuant to Section 8.12(a), then the
“Applicable Margin” means the rate per annum set forth on the grid when the Borrowing Base Utilization Percentage is at its highest level. 
  

 2 







 “Applicable Percentage” means, with respect to any Lender, the percentage
of the Aggregate Maximum Credit Amounts represented by such Lender’s Maximum Credit Amount as such percentage is set forth on Annex I. 
 “Approved Counterparty” means (a) any Lender or any Affiliate of a Lender or (b) any other Person whose long term senior unsecured debt rating is A-/A3 by S&P or
Moody’s (or their equivalent) or higher. 
 “Approved Fund” means any Person (other than a natural person)
that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or
(c) an entity or an Affiliate of an entity that administers or manages a Lender. 
 “Approved Petroleum
Engineers” means Netherland, Sewell & Associates, Inc. and any other independent petroleum engineers reasonably acceptable to the Administrative Agent. 
 “Arranger” means BNP Paribas Securities Corp., in its capacity as the sole lead arranger and sole bookrunner hereunder. 
 “Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the consent
of any party whose consent is required by Section 12.04(b)), and accepted by the Administrative Agent, in the form of Exhibit G or any other form approved by the Administrative Agent. 
 “Availability Period” means the period from and including the Effective Date to but excluding the Termination Date.

 “Board” means the Board of Governors of the Federal Reserve System of the United States of America or any
successor Governmental Authority. 
 “Borrowing” means Loans of the same Type, made, converted or continued on
the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect. 
 “Borrowing
Base” means at any time an amount equal to the amount determined in accordance with Section 2.07(a), as the same may be adjusted from time to time pursuant to Sections 2.07(b), (c) and (d). 
 “Borrowing Base Utilization Percentage” means, as of any day, the fraction expressed as a percentage, the numerator of
which is the sum of the Revolving Credit Exposures of the Lenders on such day, and the denominator of which is the Oil and Gas Borrowing Base in effect on such day. 
 “Borrowing Request” means a request by the Borrower for a Borrowing in accordance with Section 2.03. 
  

 3 







 “Business Day” means any day that is not a Saturday, Sunday or other day on
which commercial banks in New York City or Houston, Texas are authorized or required by law to remain closed; and if such day relates to a Borrowing or continuation of, a payment or prepayment of principal of or interest on, or a conversion of or
into, or the Interest Period for, a Eurodollar Loan or a notice by the Borrower with respect to any such Borrowing or continuation, payment, prepayment, conversion or Interest Period, any day which is also a day on which dealings in dollar deposits
are carried out in the London interbank market. 
 “Capital Leases” means, in respect of any Person, all leases
which shall have been, or should have been, in accordance with GAAP, recorded as capital leases on the balance sheet of the Person liable (whether contingent or otherwise) for the payment of rent thereunder. 
 “Cash Equivalent” means cash held in US dollars and all Investments of the type identified in Section 9.05(c). 

“Casualty Event” means any loss, casualty or other insured damage to, or any nationalization, taking under power of
eminent domain or by condemnation or similar proceeding of, any Property of the Borrower or any of its Restricted Subsidiaries having a fair market value in excess of $25,000,000. 
 “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 SEC thereunder as in effect on the date hereof) of Equity Interests representing more than 35% of the aggregate ordinary voting power represented by the
issued and outstanding Equity Interests of the 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 the Issuing Bank (or, for purposes of Section 5.01(b)), by any lending office of such Lender or by such Lender’s or the Issuing Bank’s holding company, if any) with any request, guideline or directive
(whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement. 
 “Code” means the Internal Revenue Code of 1986, as amended from time to time, and any successor statute. 
 “Collateral Assignment of Midstream Services Contracts” means an agreement executed by Hawk Field Services and its Restricted Subsidiaries in form and substance reasonably acceptable to the Administrative Agent and Hawk
Field Services, assigning the contracts for Midstream Services between Hawk Field Services and its Restricted Subsidiaries and the Borrower and its Restricted Subsidiaries to the Administrative Agent as collateral to secure the Indebtedness, as the
same may be amended, modified or supplemented from time to time. 
  

 4 







 “Commitment” means, with respect to each Lender, the commitment of such
Lender to make Loans and to acquire participations in Letters of Credit hereunder, expressed as an amount representing the maximum aggregate amount of such Lender’s Revolving Credit Exposure hereunder, as such commitment may be
(a) modified from time to time pursuant to Section 2.06 and (b) modified from time to time pursuant to assignments by or to such Lender pursuant to Section 12.04(b). The amount representing each Lender’s Commitment shall at any time
be the lesser of such Lender’s Maximum Credit Amount and such Lender’s Applicable Percentage of the then effective Borrowing Base. 
 “Consolidated Net Income” means with respect to the Borrower and its Consolidated Restricted Subsidiaries for any period, the aggregate of the net income (or loss) of the Borrower and the
Consolidated Restricted Subsidiaries after allowances for taxes for such period determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded from such net income (to the extent otherwise included therein) the
following: (a) the net income of any Person in which the Borrower or any Consolidated Restricted Subsidiary has an interest (which interest does not cause the net income of such other Person to be consolidated with the net income of the
Borrower and the Consolidated Restricted Subsidiaries in accordance with GAAP), except to the extent of the amount of dividends or distributions actually paid in cash during such period by such other Person to the Borrower or to a Consolidated
Restricted Subsidiary; (b) the net income (but not loss) during such period of any Consolidated Restricted Subsidiary to the extent that the declaration or payment of dividends or similar distributions or transfers or loans by that Consolidated
Restricted Subsidiary is not at the time permitted by operation of the terms of its charter or any agreement, instrument or Governmental Requirement applicable to such Consolidated Restricted Subsidiary or is otherwise restricted or prohibited, in
each case determined in accordance with GAAP; (c) any extraordinary non-cash gains or losses during such period and (d) any gains or losses attributable to writeups or writedowns of assets, including ceiling test writedowns; and provided
further that if the Borrower or any Consolidated Restricted Subsidiary shall acquire or dispose of any Property during such period or a Subsidiary shall be redesignated as either an Unrestricted Subsidiary or a Restricted Subsidiary, then
Consolidated Net Income shall be calculated after giving pro forma effect to such acquisition, merger, disposition or redesignation, as if such acquisition, merger, disposition or redesignation had occurred on the first day of such period.

 “Consolidated Net Income-HFS” means with respect to Hawk Field Services and its Consolidated Restricted
Subsidiaries for any period, the aggregate of the net income (or loss) of Hawk Field Services and its Restricted Subsidiaries after allowances for taxes for such period determined on a consolidated basis in accordance with GAAP; provided that there
shall be excluded from such net income (to the extent otherwise included therein) the following: (a) the net income of any Person in which Hawk Field Services or any of its Restricted Subsidiaries has an interest (which interest does not cause
the net income of such other Person to be consolidated with the net income of Hawk Field Services and its Restricted Subsidiaries in accordance with GAAP), except to the extent of the amount of dividends or distributions actually paid in cash during
such period by such other Person to Hawk Field Services or to one of its Restricted Subsidiaries; (b) the net income (but not loss) during such period of any Restricted Subsidiary of Hawk Field Services to the extent that the declaration or
payment of dividends or similar distributions or transfers or loans by that Restricted Subsidiary is not at the time permitted by operation of the terms of its charter or any agreement, instrument or Governmental Requirement

  

 5 







 
applicable to such Restricted Subsidiary or is otherwise restricted or prohibited, in each case determined in accordance with GAAP; (c) any extraordinary non-cash gains or losses during such
period and (d) any gains or losses attributable to writeups or writedowns of assets, including ceiling test writedowns; and provided further that if Hawk Field Services or any of its Restricted Subsidiaries shall acquire or dispose of any
Property during such period or a Subsidiary of Hawk Field Services shall be redesignated as either an Unrestricted Subsidiary or a Restricted Subsidiary, then Consolidated Net Income-HFS shall be calculated after giving pro forma effect to
such acquisition, merger, disposition or redesignation, as if such acquisition, merger, disposition or redesignation had occurred on the first day of such period. 
 “Consolidated Restricted Subsidiaries” means any Restricted Subsidiaries that are Consolidated Subsidiaries. 
 “Consolidated Subsidiaries” means, as to any Person, each Subsidiary of such Person (whether now existing or hereafter created or acquired) the financial statements of which shall be (or
should have been) consolidated with the financial statements of such Person in accordance with GAAP. 
 “Consolidated
Unrestricted Subsidiaries” means any Unrestricted Subsidiaries that are Consolidated 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. For the purposes of this definition, and without limiting the generality of the foregoing, any Person that owns directly or indirectly 10% or more of the Equity Interests having ordinary voting power for the election of the directors or
other governing body of a Person (other than as a limited partner of such other Person) will be deemed to “control” such other Person. “Controlling” and “Controlled” have meanings correlative thereto.

 “Current Production” means, for each month, the lesser of (a) the prior month’s production of
crude oil and natural gas, calculated on a natural gas equivalent basis, of the Borrower and its Restricted Subsidiaries and (b) the internally forecasted production of crude oil and natural gas, calculated on a natural gas equivalent basis, of
the Borrower and its Restricted Subsidiaries for each month for the next 48 months. 
 “Debt” means, for any
Person, the sum of the following (without duplication): (a) all obligations of such Person for borrowed money or evidenced by bonds, bankers’ acceptances, debentures, notes or other similar instruments; (b) all obligations of such
Person (whether contingent or otherwise) in respect of letters of credit, surety or other bonds and similar instruments; (c) all accounts payable and all accrued expenses, liabilities or other obligations of such Person to pay the deferred
purchase price of Property or services; (d) all obligations under Capital Leases; (e) all obligations under Synthetic Leases; (f) all Debt (as defined in the other clauses of this definition) of others secured by (or for which the
holder of such Debt has an existing right, contingent or otherwise, to be secured by) a Lien on any Property of such Person, whether or not such Debt is assumed by such Person; (g) all Debt (as defined in the other clauses of this definition)
of others guaranteed by such Person or in which such Person otherwise assures a creditor against loss of the Debt (howsoever such assurance shall be made) to the extent of the

  

 6 







 
lesser of the amount of such Debt and the maximum stated amount of such guarantee or assurance against loss; (h) all obligations or undertakings of such Person to maintain or cause to be
maintained the financial position or covenants of others or to purchase the Debt or Property of others; (i) obligations to deliver commodities, goods or services, including, without limitation, Hydrocarbons, in consideration of one or more
advance payments for periods in excess of 120 days prior to the day of delivery, other than gas balancing arrangements in the ordinary course of business; (j) obligations to pay for goods or services whether or not such goods or services are
actually received or utilized by such Person; (k) any Debt of a partnership for which such Person is liable either by agreement, by operation of law or by a Governmental Requirement but only to the extent of such liability;
(l) Disqualified Capital Stock; and (m) the undischarged balance of any production payment created by such Person or for the creation of which such Person directly or indirectly received payment. The Debt of any Person shall include all
obligations of such Person of the character described above to the extent such Person remains legally liable in respect thereof notwithstanding that any such obligation is not included as a liability of such Person under GAAP; provided, however, the
contingent obligations of Borrower or any Subsidiary of Borrower pursuant to any purchase and sale agreement, stock purchase agreement, merger agreement or similar agreement shall not constitute “Debt” within this definition so long as
none of the same contains an obligation to pay money over time. 
 “Default” means any event or condition which
constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default. 
 “Defaulting Lender” means any Lender, as reasonably determined by the Administrative Agent, that has (a) failed to fund any portion of its Loans or participations in Letters of Credit within three (3) Business
Days of the date required to be funded by it hereunder, unless with respect to the Loans, the subject of a good faith dispute, (b) notified the Borrower, the Administrative Agent, the Issuing Bank or any Lender in writing that it does not
intend to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply with its funding obligations under this Agreement, unless the reason such Lender is not
complying with such obligations is due to a good faith dispute with regard to such obligations, (c) otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within three
(3) Business Days of the date when due, unless the subject of a good faith dispute, or (d) become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken
any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver,
conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment, provided that a Lender shall not be a Defaulting Lender
solely by virtue of the ownership or acquisition of any Equity Interest in such Lender or parent company thereof by a Governmental Authority or agency thereof. 
 “Disqualified Capital Stock” means any Equity Interest that, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable) or upon the
happening of any event, matures or is mandatorily redeemable for any consideration other than other Equity Interests (which would not constitute Disqualified Capital Stock), pursuant to a

  

 7 







 
sinking fund obligation or otherwise, or is convertible or exchangeable for Debt or redeemable for any consideration other than other Equity Interests (which would not constitute Disqualified
Capital Stock) at the option of the holder thereof, in whole or in part, on or prior to the date that is one year after the earlier of (a) the Maturity Date and (b) the date on which there are no Loans, LC Exposure or other obligations
hereunder outstanding and all of the Commitments are terminated. 
 “dollars” or “$” refers to
lawful money of the United States of America. 
 “Domestic Subsidiary” means any Restricted Subsidiary that is
organized under the laws of the United States of America or any state thereof or the District of Columbia. 
 “EBITDA” means, for any period, the sum of Consolidated Net Income for such period plus the following expenses or charges to the extent deducted from Consolidated Net Income in such period: interest, income taxes,
depreciation, depletion, amortization and all other non-cash charges, minus all non-cash income to the extent included in Consolidated Net Income. 
 “EBITDA-HFS” means, for any period, the sum of Consolidated Net Income-HFS for such period plus the following expenses or charges to the extent deducted from Consolidated Net Income in
such period: interest, income taxes, depreciation, depletion, amortization and all other non-cash charges, minus all non-cash income to the extent included in Consolidated Net Income-HFS. 
 “Effective Date” means the date on which the conditions specified in Section 6.01 are satisfied (or waived in accordance
with Section 12.02). 
 “Engineering Reports” has the meaning assigned such term in Section 2.07(b)(ii)(A).

 “Environmental Laws” means any and all Governmental Requirements pertaining in any way to health, safety the
environment or the preservation or reclamation of natural resources, in effect in any and all jurisdictions in which the Borrower or any Restricted Subsidiary is conducting or at any time has conducted business, or where any Property of the Borrower
or any Restricted Subsidiary is located, including without limitation, the Oil Pollution Act of 1990 (“OPA”), as amended, the Clean Air Act, as amended, the Comprehensive Environmental, Response, Compensation, and Liability Act of
1980 (“CERCLA”), as amended, the Federal Water Pollution Control Act, as amended, the Occupational Safety and Health Act of 1970, as amended, the Resource Conservation and Recovery Act of 1976 (“RCRA”), as amended,
the Safe Drinking Water Act, as amended, the Toxic Substances Control Act, as amended, the Superfund Amendments and Reauthorization Act of 1986, as amended, the Hazardous Materials Transportation Act, as amended, and other environmental conservation
or protection Governmental Requirements. The term “oil” shall have the meaning specified in OPA, the terms “hazardous substance” and “release” (or “threatened release”) have the meanings
specified in CERCLA, the terms “solid waste” and “disposal” (or “disposed”) have the meanings specified in RCRA and the term “oil and gas waste” shall have the meaning specified in
Section 91.1011 of the Texas Natural Resources Code (“Section 91.1011”); provided, however, that (a) in the event either OPA, CERCLA, RCRA or Section 91.1011 is amended so as to broaden the meaning of any term defined
thereby, such broader meaning shall apply subsequent to the effective date of

  

 8 







 
such amendment and (b) to the extent the laws of the state or other jurisdiction in which any Property of the Borrower or any Restricted Subsidiary is located establish a meaning for
“oil,” “hazardous substance,” “release,” “solid waste,” “disposal” or “oil and gas waste” which is broader than that specified in either OPA,
CERCLA, RCRA or Section 91.1011, such broader meaning shall apply. 
 “Equity Interests” means shares of
capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to
purchase or acquire any such Equity Interest. 
 “ERISA” means the Employee Retirement Income Security Act of
1974, as amended, and any successor statute. 
 “ERISA Affiliate” means each trade or business (whether or not
incorporated) which together with the Borrower or a Subsidiary would be deemed to be a “single employer” within the meaning of section 4001(b)(1) of ERISA or subsections (b), (c), (m) or (o) of section 414 of the Code.

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

  

 9 







 
adequate reserves have been maintained in accordance with GAAP, provided that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for
the purposes for which such Property is held by the Borrower or any Restricted Subsidiary or materially impair the value of such Property subject thereto; (e) Liens arising solely by virtue of any statutory or common law provision relating to
banker’s liens, rights of set-off or similar rights and remedies and burdening only deposit accounts or other funds maintained with a creditor depository institution, provided that no such deposit account is a dedicated cash collateral account
or is subject to restrictions against access by the depositor in excess of those set forth by regulations promulgated by the Board and no such deposit account is intended by Borrower or any of its Restricted Subsidiaries to provide collateral to the
depository institution; (f) easements, restrictions, servitudes, permits, conditions, covenants, exceptions or reservations in any Property of the Borrower or any Restricted Subsidiary for the purpose of roads, pipelines, transmission lines,
transportation lines, distribution lines for the removal of gas, oil, coal or other minerals or timber, and other like purposes, or for the joint or common use of real estate, rights of way, facilities and equipment, which in the aggregate do not
materially impair the use of such Property for the purposes of which such Property is held by the Borrower or any Restricted Subsidiary or materially impair the value of such Property subject thereto; (g) Liens on cash or securities pledged to
secure performance of tenders, surety and appeal bonds, government contracts, performance and return of money bonds, bids, trade contracts, leases, statutory obligations, regulatory obligations and other obligations of a like nature incurred in the
ordinary course of business; (h) judgment and attachment Liens not giving rise to an Event of Default, provided that any appropriate legal proceedings which may have been duly initiated for the review of such judgment shall not have been
finally terminated or the period within which such proceeding may be initiated shall not have expired and no action to enforce such Lien has been commenced; and (i) Liens arising from Uniform Commercial Code financing statement filings
regarding operating leases entered into in the ordinary course of business covering only the Property under any such operating lease; provided, further that Liens described in clauses (a) through (e) shall remain “Excepted Liens”
only for so long as no action to enforce such Lien has been commenced and no intention to subordinate the first priority Lien granted in favor of the Administrative Agent and the Lenders is to be hereby implied or expressed by the permitted
existence of such Excepted Liens. 
 “Excluded Taxes” means, with respect to the Administrative Agent, any
Lender, the Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of the Borrower or any Guarantor hereunder or under any other Loan Document, (a) income or franchise taxes imposed on (or measured by)
its net income by the United States of America or such other jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is
located, (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which the Borrower or any Guarantor is located and (c) in the case of a Foreign Lender (other than an
assignee pursuant to a request by the Borrower under Section 5.04(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 (or designates a new lending
office) or is attributable to such Foreign Lender’s failure to comply with Section 5.03(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 with respect to such withholding tax pursuant to Section 5.03 or Section 5.03(c). 
  

 10 







 “Existing Credit Agreement” has the meaning assigned such term in Recital
B. 
 “Exiting Lender” has the meaning set forth in Section 4.06. 
 “Federal Funds Effective Rate” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100
of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is
not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of
recognized standing selected by it. 
 “Financial Officer” means, for any Person, the chief financial officer,
principal accounting officer, treasurer or controller of such Person. Unless otherwise specified, all references herein to a Financial Officer means a Financial Officer of the Borrower. 
 “Financial Statements” means the financial statement or statements of the Borrower and its Consolidated Subsidiaries
referred to in Section 7.04(a). 
 “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. 
 “Foreign Subsidiary” means any Restricted Subsidiary that is not a Domestic Subsidiary. 
 “GAAP” means generally accepted accounting principles in the United States of America as in effect from time to time
subject to the terms and conditions set forth in Section 1.05. 
 “Gas Balancing Obligations” means those
obligations set forth on Schedule 7.18. 
 “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 over the Borrower, any Restricted Subsidiary, any of their Properties, any Agent, the Issuing Bank or any Lender. 
 “Governmental Requirement” means any law, statute, code, ordinance, order, determination, rule, regulation, judgment,
decree, injunction, franchise, permit, certificate, license, authorization or other directive or requirement, whether now or hereinafter in effect, including, without limitation, Environmental Laws, energy regulations and occupational, safety and
health standards or controls, of any Governmental Authority. 
 “Guarantors” means, collectively: 

(a) as of the Effective Date, each of the following: 
  

	 	•	 	 Petrohawk Operating Company, a Texas corporation; 


  

 11 








	 	•	 	 P-H Energy, LLC, a Texas limited liability company; 


  

	 	•	 	 Petrohawk Holdings, LLC, a Delaware limited liability company; 


  

	 	•	 	 Hawk Field Services, LLC, an Oklahoma limited liability company; 


  

	 	•	 	 Petrohawk Properties, LP, a Texas limited partnership; 


  

	 	•	 	 Winwell Resources, L.L.C., a Louisiana limited liability company; 


  

	 	•	 	 WSF, Inc., a Louisiana corporation; 


  

	 	•	 	 KCS Resources, L.L.C., a Delaware limited liability company; 


  

	 	•	 	 KCS Energy Services, Inc., a Delaware corporation; 


  

	 	•	 	 Medallion California Properties Company, a Texas corporation; 


  

	 	•	 	 Proliq, Inc., a New Jersey corporation; 


  

	 	•	 	 One TEC, LLC, a Texas limited liability company; 


  

	 	•	 	 One TEC Operating, LLC, a Texas limited liability company; 


  

	 	•	 	 HK Energy Marketing, LLC, a Delaware limited liability company; 


  

	 	•	 	 HK Transportation, LLC, an Oklahoma limited liability company; 


  

	 	•	 	 Bison Ranch LLC, an Idaho limited liability company; and 


 (b) each other Material Domestic Subsidiary or other Domestic Subsidiary that guarantees the Indebtedness pursuant to Section 8.14(b).

 “Guaranty Agreement” means an agreement executed by the Guarantors in form and substance reasonably
acceptable to the Administrative Agent and the Guarantors, unconditionally guarantying on a joint and several basis, payment of the Indebtedness, as the same may be amended, modified or supplemented from time to time. 
 “Hawk Field Services” means Hawk Field Services, LLC, an Oklahoma limited liability company. 
 “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 Loans or on other Indebtedness under laws applicable to such Lender which are presently in effect or, to the extent allowed by law, under such applicable laws
which may hereafter be in effect and which allow a higher maximum nonusurious interest rate than applicable laws allow as of the date hereof. 
  

 12 







 “Hydrocarbon Interests” means all rights, titles, interests and estates now
or hereafter acquired in and to oil and gas leases, oil, gas and mineral leases, or other liquid or gaseous hydrocarbon leases, mineral fee interests, overriding royalty and royalty interests, net profit interests and production payment interests,
including any reserved or residual interests of whatever nature. 
 “Hydrocarbons” means oil, gas, casinghead
gas, drip gasoline, natural gasoline, condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons and all products refined or separated therefrom. 
 “Indebtedness” means any and all amounts owing or to be owing by the Borrower, any Restricted Subsidiary or any Guarantor: (a) to the Administrative Agent, the Issuing Bank or any
Lender under any Loan Document, (b) to any Person under any Swap Agreement between the Borrower or any Restricted Subsidiary and such Person if either (i) at the time such Swap Agreement was entered into, such Person was a Lender or
Affiliate of a Lender or (ii) such Swap Agreement was in effect on the Effective Date and such Person or its Affiliate was a Lender on the Effective Date, in each case after giving effect to all netting agreements relating to such Swap
Agreement, and (c) all renewals, extensions and/or rearrangements of any of the above. 
 “Indemnified
Taxes” means Taxes other than Excluded Taxes. 
 “Initial Reserve Report” means the report of the
Borrower prepared by or under the supervision of its chief reserve engineer with respect to the proved Oil and Gas Properties of the Borrower and its Restricted Subsidiaries as of June 30, 2009. 
 “Interest Election Request” means a request by the Borrower to convert or continue a Borrowing in accordance with Section
2.04. 
 “Interest Expense” means, for any period, the sum (determined without duplication) of the aggregate of
(i) all cash dividends paid on the Borrower’s preferred Equity Interests and (ii) gross interest expense of the Borrower and the Consolidated Restricted Subsidiaries for such period, including to the extent included in interest
expense under GAAP: (a) amortization of debt discount, (b) capitalized interest and (c) the portion of any payments or accruals under Capital Leases allocable to interest expense, plus the portion of any payments or accruals under
Synthetic Leases allocable to interest expense whether or not the same constitutes interest expense under GAAP. 
 “Interest Payment Date” means (a) with respect to any ABR Loan, the last day of each March, June, September and December and (b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable
to the Borrowing of which such Loan is a part and, in the case of a Eurodollar Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three
months’ duration after the first day of such Interest Period. 
  

 13 







 “Interest Period” means with respect to any Eurodollar Borrowing, the
period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, two, three or six months (or, with the consent of each Lender, nine or twelve months) thereafter, as the Borrower may
elect; provided, that (a) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar
month, in which case such Interest Period shall end on the next preceding Business Day and (b) any Interest Period pertaining to a Eurodollar Borrowing that commences on the last Business Day of a calendar month (or on a day for which there is
no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on
which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing. 
 “Interim Redetermination” has the meaning assigned such term in Section 2.07(b). 
 “Interim Redetermination Date” means the date on which an Oil and Gas Borrowing Base that has been redetermined pursuant to an Interim Redetermination becomes effective as provided in
Section 2.07(b)(iii). 
 “Investment” means, for any Person: (a) the acquisition (whether for cash,
Property, services or securities or otherwise) of Equity Interests of any other Person or any agreement to make any such acquisition (including, without limitation, any “short sale” or any sale of any securities at a time when such
securities are not owned by the Person entering into such short sale); (b) the making of any deposit with, or advance, loan or other extension of credit to, any other Person (including the purchase of Property from another Person subject to an
understanding or agreement, contingent or otherwise, to resell such Property to such Person, but excluding any such advance, loan or extension of credit having a term not exceeding ninety (90) days representing the purchase price of inventory
or supplies sold by such Person in the ordinary course of business) or (c) the entering into of any guarantee of, or other contingent obligation (including the deposit of any Equity Interests to be sold) with respect to, Debt or other liability
of any other Person and (without duplication) any amount committed to be advanced, lent or extended to such Person. 
 “Issuing Bank” means BNP Paribas, in its capacity as the issuer of Letters of Credit hereunder, and its successors in such capacity as provided in Section 2.08(i). The Issuing Bank may, in its discretion, arrange for one or
more Letters of Credit to be issued by Affiliates of the Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate. 
 “Knowledge” means, with respect to an individual, his or her actual knowledge and with respect to any corporation, limited
liability company, partnership or other business entity, the actual knowledge of any officer, general partner or individual being a member of the executive management of such entity. 
 “LC Commitment” at any time means Fifty Million Dollars ($50,000,000). 
  

 14 







 “LC Disbursement” means a payment made by the Issuing Bank pursuant to a
Letter of Credit. 
 “LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all
outstanding Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time. The LC Exposure of any Lender at any time shall be its Applicable
Percentage of the total LC Exposure at such time. 
 “Lenders” means the Persons listed on Annex I and any
Person that shall have become a party hereto pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption. 
 “Letter of Credit” means any letter of credit issued pursuant to this Agreement. 
 “Letter of Credit Agreements” means all letter of credit applications and other agreements (including any amendments,
modifications or supplements thereto) submitted by the Borrower, or entered into by the Borrower, with the Issuing Bank relating to any Letter of Credit. 
 “LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period, the rate appearing on Reuters Screen LIBOR01 Page (or on any successor or substitute page of such
service, or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such page of such service, as determined by the Administrative Agent from time to time for purposes of providing
quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for dollar deposits with a maturity
comparable to such Interest Period. In the event that such rate is not available at such time for any reason, then the “LIBO Rate” with respect to such Eurodollar Borrowing for such Interest Period shall be the rate (rounded upwards, if
necessary, to the next 1/100 of 1%) at which dollar deposits of an amount comparable to such Eurodollar Borrowing and for a maturity comparable to such Interest Period are offered by the principal London office of the Administrative Agent in
immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period. 
 “Lien” means any interest in Property securing an obligation owed to, or a claim by, a Person other than the owner of the Property, whether such interest is based on the common law,
statute or contract, and whether such obligation or claim is fixed or contingent, and including but not limited to (a) the lien or security interest arising from a mortgage, encumbrance, pledge, security agreement, conditional sale or trust
receipt or a lease, consignment or bailment for security purposes or (b) production payments and the like payable out of Oil and Gas Properties. The term “Lien” shall include easements, restrictions, servitudes, permits,
conditions, covenants, exceptions or reservations. For the purposes of this Agreement, the Borrower and its Restricted Subsidiaries shall be deemed to be the owner of any Property which it has acquired or holds subject to a conditional sale
agreement, or leases under a financing lease or other arrangement pursuant to which title to the Property has been retained by or vested in some other Person in a transaction intended to create a financing. 
  

 15 







 “Loan Documents” means this Agreement, the Notes, if any, the Letter of
Credit Agreements, the Letters of Credit and the Security Instruments. 
 “Loans” means the loans made by the
Lenders to the Borrower pursuant to this Agreement. 
 “Majority Lenders” means, at any time while no Loans or
LC Exposure is outstanding, Lenders having at least sixty-six and two-thirds percent (66-2/3%) of the Aggregate Maximum Credit Amounts; and at any time while any Loans or LC Exposure is outstanding, Lenders holding at least sixty-six and two-thirds
percent (66-2/3%) of the outstanding aggregate principal amount of the Loans or participation interests in Letters of Credit (without regard to any sale by a Lender of a participation in any Loan under Section 12.04(c)). 
 “Material Adverse Effect” means a material adverse effect on (a) the business, operations, Property, condition
(financial or otherwise) or prospects of the Borrower and the Restricted Subsidiaries taken as a whole, (b) the ability of the Borrower, any Restricted Subsidiary or any Guarantor to perform any of its obligations under any Loan Document,
(c) the validity or enforceability of any Loan Document or (d) the rights and remedies of or benefits available to the Administrative Agent, any other Agent, the Issuing Bank or any Lender under any Loan Document. 
 “Material Domestic Subsidiary” means, as of any date, any Domestic Subsidiary that (a) is a Wholly-Owned Subsidiary
and (b) together with its Restricted Subsidiaries, owns Property having a fair market value of $1,000,000 or more. 
 “Material Indebtedness” means Debt (other than the Loans and Letters of Credit), or obligations in respect of one or more Swap Agreements, of any one or more of the Borrower and its Restricted Subsidiaries in an aggregate
principal amount exceeding $10,000,000. For purposes of determining Material Indebtedness, the “principal amount” of the obligations of the Borrower or any 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 Subsidiary would be required to pay if such Swap Agreement were terminated at such time. 
 “Maturity Date” means July 1, 2013. 
 “Maximum Credit Amount” means, as to each Lender, the amount set forth opposite such Lender’s name on Annex I under the caption “Maximum Credit Amounts”, as the same may be
(a) reduced or terminated from time to time in connection with a reduction or termination of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b) or (b) modified from time to time pursuant to any assignment permitted by Section
12.04(b). 
 “Midstream Assets” means all of the gas gathering, processing, treatment, compression, trunk lines
and associated equipment owned by Hawk Field Services and its Restricted Subsidiaries. 
 “Midstream Component”
means, for any period between Midstream Component Determination Dates, an amount equal to the lesser of (a) $300,000,000 and (b) the product of 3.5 and the Midstream EBITDA for the most recently ended fiscal quarter for which financial
statements have been delivered, as the same may be adjusted from time to time pursuant to Section 9.13. 
  

 16 







 “Midstream Component Determination Date” means each date on which the
Borrower delivers the consolidating financial reports pursuant to Section 8.01(r). 
 “Midstream EBITDA”
means the EBITDA-HFS for the most recent four quarters for which financial information is available, provided that for the fiscal quarter ending (a) June 30, 2009, Midstream EBITDA shall be equal to the EBITDA-HFS for such fiscal quarter
multiplied by 4, (b) September 30, 2009, Midstream EBITDA shall be equal to the EBITDA-HFS for the two fiscal quarters ending on such date multiplied by 2, and (c) December 31, 2009, Midstream EBITDA shall be equal to the
EBITDA-HFS for the three fiscal quarters ending on such date multiplied by 4/3. 
 “Midstream Services” means
the provision of gathering, transporting, terminalling, storing, processing, dehydrating hydrocarbons and other similar activities. 
 “Moody’s” means Moody’s Investors Service, Inc. and any successor thereto that is a nationally recognized rating agency. 
 “Mortgaged Property” means any Property owned by the Borrower or any Guarantor which is subject to the Liens existing and to exist under the terms of the Security Instruments. 

“Multiemployer Plan” means a Plan which is a multiemployer plan as defined in section 3(37) or 4001 (a)(3) of ERISA.

 “Net Cash Proceeds” means in connection with any issuance or sale of Equity Interests or Debt securities or
instruments or the incurrence of loans, the cash proceeds received from such issuance or incurrence, net of attorneys’ fees, investment banking fees, accountants’ fees, underwriting discounts and commissions and other customary fees and
expenses actually incurred in connection therewith. 
 “New Lender” has the meaning set forth in
Section 4.06. 
 “New Oil and Gas Borrowing Base Notice” has the meaning assigned such term in Section
2.07(b)(iii). 
 “Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at
such time. 
 “Non-Recourse Debt” means any Debt of any Unrestricted Subsidiary, in each case in respect of
which: (a) the holder or holders thereof (i) shall have recourse only to, and shall have the right to require the obligations of such Unrestricted Subsidiary to be performed, satisfied, and paid only out of, the Property of such
Unrestricted Subsidiary and/or one or more of its Subsidiaries (but only to the extent that such Subsidiaries are Unrestricted Subsidiaries) and/or any other Person (other than Borrower and/or any Restricted Subsidiary) and (ii) shall have no
direct or indirect recourse (including by way of guaranty, support or indemnity) to the Borrower or any Restricted Subsidiary or to any of the Property of Borrower or any Restricted Subsidiary,

  

 17 







 
whether for principal, interest, fees, expenses or otherwise; and (b) the terms and conditions relating to the non-recourse nature of such Debt are in form and substance reasonably
acceptable to the Administrative Agent. 
 “Notes” means the promissory notes of the Borrower as requested by a
Lender and described in Section 2.02(d) and being substantially in the form of Exhibit A, together with all amendments, modifications, replacements, extensions and rearrangements thereof. 
 “Oil and Gas Borrowing Base” means at any time an amount equal to the amount determined in accordance with Section 2.07(b),
as the same may be adjusted from time to time pursuant to Section 8.13(c) or Section 9.13(e). 
 “Oil and Gas
Properties” means (a) Hydrocarbon Interests; (b) the Properties now or hereafter pooled or unitized with Hydrocarbon Interests; (c) all presently existing or future unitization, pooling agreements and declarations of pooled
units and the units created thereby (including without limitation all units created under orders, regulations and rules of any Governmental Authority) which may affect all or any portion of the Hydrocarbon Interests; (d) all operating
agreements, contracts and other agreements, including production sharing contracts and agreements, which relate to any of the Hydrocarbon Interests or the production, sale, purchase, exchange or processing of Hydrocarbons from or attributable to
such Hydrocarbon Interests; (e) all Hydrocarbons in and under and which may be produced and saved or attributable to the Hydrocarbon Interests, including all oil in tanks, and all rents, issues, profits, proceeds, products, revenues and other
incomes from or attributable to the Hydrocarbon Interests; (f) all tenements, hereditaments, appurtenances and Properties in any manner appertaining, belonging, affixed or incidental to the Hydrocarbon Interests and (g) all Properties,
rights, titles, interests and estates described or referred to above, including any and all Property, real or personal, now owned or hereinafter acquired and situated upon, used, held for use or useful in connection with the operating, working or
development of any of such Hydrocarbon Interests or Property (excluding drilling rigs, automotive equipment, rental equipment or other personal Property which may be on such premises for the purpose of drilling a well or for other similar temporary
uses) and including any and all oil wells, gas wells, injection wells or other wells, buildings, structures, fuel separators, liquid extraction plants, plant compressors, pumps, pumping units, field gathering systems, tanks and tank batteries,
fixtures, valves, fittings, machinery and parts, engines, boilers, meters, apparatus, equipment, appliances, tools, implements, cables, wires, towers, casing, tubing and rods, surface leases, rights-of-way, easements and servitudes together with all
additions, substitutions, replacements, accessions and attachments to any and all of the foregoing. 
 “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 and any other Loan Document. 
 “Participant” has the meaning set forth in
Section 12.04(c)(i). 
 “Permian Basin Properties” means the Oil and Gas Properties listed on Schedule 1.01.

  

 18 







 “Permitted Refinancing Debt” means Debt (for purposes of this definition,
“new Debt”) incurred in exchange for, or proceeds of which are used to refinance, all or any Senior Notes (the “Refinanced Debt”); provided that (a) such new Debt is in an aggregate principal amount not in
excess of the aggregate principal amount then outstanding of the Refinanced Debt (or, if the Refinanced Debt is exchanged or acquired for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration
thereof, such lesser amount); (b) such new Debt has a stated maturity no earlier than the stated maturity of the Refinanced Debt and an average life no shorter than the average life of the Refinanced Debt; (c) such new Debt does not
contain any covenants which are materially more onerous to the Borrower and its Restricted Subsidiaries than those imposed by the Refinanced Debt and (d) such new Debt (and any guarantees thereof) is subordinated in right of payment to the
Indebtedness (or, if applicable, the Guaranty Agreement) to at least the same extent as the Refinanced Debt and is otherwise subordinated on terms substantially reasonably satisfactory to the Administrative Agent. 
 “Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company,
partnership, Governmental Authority or other entity. 
 “Plan” means any employee pension benefit plan, as
defined in section 3(2) of ERISA, which (a) is currently or hereafter sponsored, maintained or contributed to by the Borrower, a Subsidiary or an ERISA Affiliate or (b) was at any time during the six calendar years preceding the date
hereof, sponsored, maintained or contributed to by the Borrower or a Subsidiary or an ERISA Affiliate. 
 “Prime
Rate” means the rate of interest per annum publicly announced from time to time by the Administrative Agent as its prime rate in effect at its principal office in New York City; each change in the Prime Rate shall be effective from and
including the date such change is publicly announced as being effective. Such rate is set by the Administrative Agent as a general reference rate of interest, taking into account such factors as the Administrative Agent may deem appropriate; it
being understood that many of the Administrative Agent’s commercial or other loans are priced in relation to such rate, that it is not necessarily the lowest or best rate actually charged to any customer and that the Administrative Agent may
make various commercial or other loans at rates of interest having no relationship to such rate. 
 “Property”
means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible, including, without limitation, cash, securities, accounts and contract rights. 
 “Proposed Oil and Gas Borrowing Base” has the meaning assigned to such term in Section 2.07(b)(ii)(A). 
 “Proposed Oil and Gas Borrowing Base Notice” has the meaning assigned to such term in Section 2.07(b)(ii)(B). 

“Redemption” means with respect to any Debt, the repurchase, redemption, prepayment, repayment, defeasance or any other
acquisition or retirement for value (or the segregation of funds with respect to any of the foregoing) of such Debt; provided, however, the term “Redemption” shall not include early termination of a Swap Agreement due to an ISDA
“Termination Event” to the extent the amount due at such termination exceeds $15,000,000. “Redeem” has the correlative meaning thereto. 
  

 19 







 “Redetermination Date” means, with respect to any Scheduled Redetermination
or any Interim Redetermination, the date that the redetermined Oil and Gas Borrowing Base related thereto becomes effective pursuant to Section 2.07(b)(iii). 
 “Register” has the meaning assigned such term in Section 12.04(b)(iv). 
 “Regulation D” means Regulation D of the Board, as the same may be amended, supplemented or replaced from time to time. 
 “Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors (including attorneys,
accountants and experts) of such Person and such Person’s Affiliates. 
 “Remedial Work” has the meaning
assigned such term in Section 8.10(a). 
 “Reserve Report” means a report, in form and substance reasonably
satisfactory to the Administrative Agent, setting forth, as of each December 31st or June 30th (or such other date in the event of an Interim Redetermination) the oil and gas reserves attributable to the Oil and Gas Properties of the
Borrower and the Restricted Subsidiaries, together with a projection of the rate of production and future net income, taxes, operating expenses and capital expenditures with respect thereto as of such date, based upon the pricing assumptions
consistent with SEC reporting requirements at the time. 
 “Responsible Officer” means, as to any Person, the
Chief Executive Officer, the President, any Financial Officer or Executive Vice President-Finance and Administration of such Person. Unless otherwise specified, all references to a Responsible Officer herein shall mean a Responsible Officer of the
Borrower. 
 “Restricted Payment” means any dividend or other distribution (whether in cash, securities or
other Property) with respect to any Equity Interests in the Borrower, or any payment (whether in cash, securities or other Property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition,
cancellation or termination of any such Equity Interests in the Borrower or any option, warrant or other right to acquire any such Equity Interests in the Borrower. 
 “Restricted Subsidiary” means (i) as to the Borrower, any Subsidiary of the Borrower that is not an Unrestricted Subsidiary and (ii) as to Hawk Field Services, any Subsidiary of
Hawk Field Services that is not an Unrestricted Subsidiary. 
 “Revolving Credit Exposure” means, with respect
to any Lender at any time, the sum of the outstanding principal amount of such Lender’s Loans and its LC Exposure at such time. 
 “Scheduled Redetermination” has the meaning assigned such term in Section 2.07(b). 
  

 20 







 “Scheduled Redetermination Date” means the date on which an Oil and Gas
Borrowing Base that has been redetermined pursuant to a Scheduled Redetermination becomes effective as provided in Section 2.07(b)(iii). 
 “SEC” means the Securities and Exchange Commission or any successor Governmental Authority. 
 “Security Instruments” means the Guaranty Agreement, the Collateral Assignment of Midstream Services Contracts, mortgages, deeds of trust and other agreements, instruments or certificates
described or referred to in Exhibit F, and any and all other agreements, instruments or certificates previously entered into or filed with respect to the Existing Credit Agreement or now or hereafter executed and delivered by the Borrower or any
other Person (other than Swap Agreements with the Lenders or any Affiliate of a Lender or participation or similar agreements between any Lender and any other lender or creditor with respect to any Indebtedness pursuant to this Agreement) in
connection with, or as security for the payment or performance of the Indebtedness, the Loans, the Notes, if any, this Agreement, or reimbursement obligations under the Letters of Credit, as such agreements may be amended, modified, supplemented or
restated from time to time. 
 “Senior Indentures” means, collectively or individually, as the context
requires, any indenture or other agreement pursuant to which any Senior Notes are issued, as the same may be amended, restated or supplemented, subject to the terms of Section 9.04(b). 
 “Senior Notes” means any unsecured senior or senior subordinated notes issued by the Borrower and outstanding on the
Effective Date or thereafter issued under Section 9.02(i) and, in each case, any guarantees thereof by the Borrower or a Guarantor. 
 “S&P” means Standard & Poor’s Ratings Group, a division of The McGraw-Hill Companies, Inc., and any successor thereto that is a nationally recognized rating agency.

 “Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one
and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the Administrative
Agent is subject with respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such
Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender
under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage. 
 “Subsidiary” means: (a) any Person of which at least a majority of the outstanding Equity Interests having by the
terms thereof ordinary voting power to elect a majority of the board of directors, manager or other governing body of such Person (irrespective of whether or not at the time Equity Interests of any other class or classes of such Person shall have or
might have voting

  

 21 







 
power by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by the Borrower or one or more of its Subsidiaries or by the Borrower and one or
more of its Subsidiaries and (b) any partnership of which the Borrower or any of its Restricted Subsidiaries is a general partner. Unless otherwise indicated herein, each reference to the term “Subsidiary” shall mean a
Subsidiary of the Borrower. 
 “Swap Agreement” means any agreement with respect to any swap, forward, future
or derivative transaction, collar or option or similar agreement, whether exchange traded, “over-the-counter” or otherwise, involving, or settled by reference to, one or more interest 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. 
 “Synthetic Leases” means, in respect of any Person, all leases which shall have been, or should have been, in accordance
with GAAP, treated as operating leases on the financial statements of the Person liable (whether contingently or otherwise) for the payment of rent thereunder and which were properly treated as indebtedness for borrowed money for purposes of 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. 
 “Taxes” means any and all present or future taxes, levies,
imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority. 
 “Termination
Date” means the earlier of the Maturity Date and the date of termination of the Commitments. 
 “Total
Debt” means, at any date, all Debt of the Borrower and the Consolidated Restricted Subsidiaries on a consolidated basis less (i) Cash Equivalents, (ii) surety bonds permitted under Section 9.02(e) to the extent the aggregate
face amount of all such bonds does not exceed $55,000,000 and (iii) all liabilities associated with deferred put premiums to the extent the same constitutes Debt. 
 “Transactions” means, with respect to (a) the Borrower, the execution, delivery and performance by the Borrower of this Agreement, each other Loan Document, the borrowing of Loans,
the use of the proceeds thereof and the issuance of Letters of Credit hereunder, and the grant of Liens by the Borrower on Mortgaged Properties and other Properties pursuant to the Security Instruments and (b) each Guarantor, the execution,
delivery and performance by such Guarantor of each Loan Document to which it is a party, the guaranteeing of the Indebtedness and the other obligations under the Guaranty Agreement by such Guarantor and such Guarantor’s grant of the security
interests and provision of collateral thereunder, and the grant of Liens by such Guarantor on Mortgaged Properties and other Properties pursuant to the Security Instruments. 
  

 22 







 “Type”, when used in reference to any Loan or Borrowing, refers to whether
the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Alternate Base Rate or the Adjusted LIBO Rate. 
 “Unrestricted Subsidiary” means any Subsidiary of the Borrower designated as such on Schedule 7.14 or which the Borrower has designated in writing to the Administrative Agent to be an
Unrestricted Subsidiary pursuant to Section 9.06. 
 “Wholly-Owned Subsidiary” means 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. 
 Section 1.03 Types of Loans and Borrowings. For purposes of
this Agreement, Loans and Borrowings, respectively, may be classified and referred to by Type (e.g., a “Eurodollar Loan” or a “Eurodollar Borrowing”). 
 Section 1.04 Terms Generally; Rules of Construction. The definitions of terms herein shall apply equally to the singular and plural
forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” 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 law shall be construed as referring to such law as amended, modified, codified or reenacted, in whole or in part, and in effect from time to time, (c) any
reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to the restrictions contained herein), (d) the words “herein”, “hereof” and “hereunder”, and words of
similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (e) with respect to the determination of any time period, the word “from” means “from and including”
and the word “to” means “to and including” and (f) any reference herein to Articles, Sections, Annexes, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Annexes, Exhibits and Schedules to,
this Agreement. No provision of this Agreement or any other Loan Document shall be interpreted or construed against any Person solely because such Person or its legal representative drafted such provision. 
 Section 1.05 Accounting Terms and Determinations; GAAP. Unless otherwise specified herein, all accounting terms used herein shall be
interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders
hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with the Financial Statements except for changes in which Borrower’s independent certified public accountants concur and which are disclosed to Administrative
Agent on the next date on which financial statements are required to be delivered to the Lenders pursuant to

  

 23 







 
Section 8.01(a); provided that, unless the Borrower and the Majority Lenders shall otherwise agree in writing, no such change shall modify or affect the manner in which compliance with the
covenants contained herein is computed such that all such computations shall be conducted utilizing financial information presented consistently with prior periods. 
 ARTICLE II 
 The Credits 
 Section 2.01 Commitments. Subject to the terms and conditions set forth herein, each Lender agrees to make Loans to the Borrower
during the Availability Period in an aggregate principal amount that will not result in (a) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or (b) the total Revolving Credit Exposures exceeding the
total Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, repay and reborrow the Loans. On the Effective Date (or as soon as practicable with respect to (iii)): 
 (i) the Borrower shall pay all accrued and unpaid commitment fees, break funding fees under Section 5.02 and all other fees that are
outstanding under the Existing Credit Agreement for the account of each “Lender” under the Existing Credit Agreement; 
 (ii) each “ABR Loan” and “Eurodollar Loan” outstanding under the Existing Credit Agreement shall be deemed to be repaid with the proceeds of a new ABR Loan or Eurodollar Loan, as applicable, under this Agreement;

 (iii) the Administrative Agent shall use reasonable efforts to cause such “Lender” under the Existing Credit
Agreement to deliver to the Borrower as soon as practicable after the Effective Date the Note issued by the Borrower to it under the Existing Credit Agreement, marked “canceled” or otherwise similarly defaced; 
 (iv) each Letter of Credit issued and outstanding under the Existing Credit Agreement shall be deemed issued under this Agreement without the
payment of additional fees; and 
 (v) the Existing Credit Agreement and the commitments thereunder shall be superceded by this
Agreement and such commitments shall terminate. 
 It is the intent of the parties hereto that this Agreement not constitute a novation of the
obligations and liabilities existing under the Existing Credit Agreement or evidence repayment of any such obligations and liabilities and that this Agreement amend and restate in its entirety the Existing Credit Agreement and re-evidence the
obligations of the Borrower outstanding thereunder. 
 Section 2.02 Loans and Borrowings. 
 (a) Borrowings; Several Obligations. Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably
in accordance with their respective Commitments. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments are several and no Lender shall be
responsible for any other Lender’s failure to make Loans as required. 
  

 24 







 (b) Types of Loans. Subject to Section 3.03, each Borrowing shall be comprised
entirely of ABR Loans or Eurodollar Loans as the Borrower may request in accordance herewith. Each Lender at its option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided
that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. 
 (c) Minimum Amounts; Limitation on Number of Borrowings. At the commencement of each Interest Period for any Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is an integral
multiple of $1,000,000 and not less than $1,000,000. At the time that each ABR Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $1,000,000; provided that an ABR Borrowing
may be in an aggregate amount that is equal to the entire unused balance of the total Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.08(e). Borrowings of more than one Type may be
outstanding at the same time, provided that there shall not at any time be more than a total of 8 Eurodollar Borrowings outstanding. Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to
convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date. 
 (d) Notes. Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of
principal and interest payable and paid to such Lender from time to time hereunder. 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. The entries made in the accounts maintained pursuant to this Section 2.02(d) 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. Any
Lender may request that Loans made by it be evidenced by a Note. In such event, the Borrower shall prepare, execute and deliver to such Lender a Note payable to the order of such Lender and substantially in the form of Exhibit A dated, in the case
of (i) any Lender party hereto as of the date of this Agreement, as of the date of this Agreement or (ii) any Lender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date of the Assignment and
Assumption, payable to the order of such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. Thereafter, the Loans evidenced by such Note and interest thereon shall at all times
(including after assignment pursuant to Section 12.04) be represented by one or more Notes in such form payable to the order of the payee named therein (or, if such Note is a registered note, to such payee and its registered assigns). In the
event that any Lender’s Maximum Credit Amount increases or

  

 25 







 
decreases for any reason (whether pursuant to Section 2.06, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered on the effective date of such increase or decrease,
a new Note payable to the order of such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. The date, amount, Type, interest rate and, if applicable,
Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule
attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in
respect of such Loans or affect the validity of such transfer by any Lender of its Note. 
 Section 2.03 Requests for
Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone, fax (or transmit by electronic communication, if arrangements for doing so have been approved by the Administrative Agent)
(a) in the case of a Eurodollar Borrowing, not later than 12:00 noon, New York City time, three Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time,
one Business Day before the date of the proposed Borrowing; provided that no such notice shall be required for any deemed request of an ABR Borrowing to finance the reimbursement of an LC Disbursement as provided in Section 2.08(e). Each such
telephonic (or electronic communication) Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in substantially the form of Exhibit B and signed
by the Borrower. Each such telephonic, electronic communication, and written Borrowing Request shall specify the following information in compliance with Section 2.02: 
 (i) the aggregate amount of the requested Borrowing; 
 (ii) the date of such
Borrowing, which shall be a Business Day; 
 (iii) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;

 (iv) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period
contemplated by the definition of the term “Interest Period”; 
 (v) the amount of the then effective Borrowing Base,
the current total Revolving Credit Exposures (without regard to the requested Borrowing) and the pro forma total Revolving Credit Exposures (giving effect to the requested Borrowing); and 
 (vi) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of
Section 2.05. 
 If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest
Period is specified with respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Each Borrowing Request shall constitute a representation that the amount of

  

 26 







 
the requested Borrowing shall not cause the total Revolving Credit Exposures to exceed the total Commitments (i.e., the lesser of the Aggregate Maximum Credit Amounts and the then effective
Borrowing Base). 
 Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall
advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. 
 Section 2.04 Interest Elections. 
 (a) Conversion and Continuance. Each Borrowing initially shall be of
the Type specified in the applicable Borrowing Request and, in the case of a Eurodollar Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing to a
different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section 2.04. The Borrower may elect different options with respect to different portions of the
affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. 
 (b) Interest Election Requests. To make an election pursuant to this Section 2.04, the Borrower shall notify the Administrative Agent
of such election by telephone, fax (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Bank) by the time that a Borrowing Request would be required under Section 2.03 if the Borrower were
requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic (or electronic communication) 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 in substantially the form of Exhibit C and signed by the Borrower. 
 (c) Information in Interest Election Requests. Each telephonic, electronic communication and written Interest Election Request shall specify the following information in compliance with Section
2.02: 
 (i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with
respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to Section 2.04(c)(iii) and (iv) shall be specified for each resulting Borrowing);

 (ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

 (iii) whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and 
 (iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election,
which shall be a period contemplated by the definition of the term “Interest Period”. 
  

 27 







 If any such Interest Election Request requests a Eurodollar Borrowing but does not specify
an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. 
 (d)
Notice to Lenders by the Administrative Agent. Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

 (e) Effect of Failure to Deliver Timely Interest Election Request and Events of Default on Interest Election. If the
Borrower fails to deliver a timely Interest Election Request with respect to a Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest
Period such Borrowing shall be converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing: (i) no outstanding Borrowing may be converted to or continued as a Eurodollar
Borrowing (and any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective) and (ii) unless repaid, each Eurodollar Borrowing shall be
converted to an ABR Borrowing at the end of the Interest Period applicable thereto. 
 Section 2.05 Funding of
Borrowings. 
 (a) Funding by Lenders. Each Lender shall make each Loan to be made by it hereunder on the proposed
date thereof by wire transfer of immediately available funds by 1:00 p.m., New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the 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 in New York, New York and designated by the Borrower in the applicable
Borrowing Request; provided that ABR Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.08(e) shall be remitted by the Administrative Agent to the Issuing Bank. 
 (b) Presumption of Funding by the Lenders. Unless the Administrative Agent shall have received notice from a Lender prior to the
proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in
accordance with Section 2.05(a) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing 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 ABR Loans. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in
such Borrowing. 
  

 28 







 Section 2.06 Termination and Reduction of Aggregate Maximum Credit Amounts.

 (a) Scheduled Termination of Commitments. Unless previously terminated, the Commitments shall terminate on the
Maturity Date. If at any time the Aggregate Maximum Credit Amounts or the Borrowing Base is terminated or reduced to zero, then the Commitments shall terminate on the effective date of such termination or reduction. 
 (b) Optional Termination and Reduction of Aggregate Credit Amounts. 
 (i) The Borrower may at any time terminate, or from time to time reduce, the Aggregate Maximum Credit Amounts; provided that (A) each
reduction of the Aggregate Maximum Credit Amounts shall be in an amount that is an integral multiple of $5,000,000 and not less than $10,000,000 and (B) the Borrower shall not terminate or reduce the Aggregate Maximum Credit Amounts if, after
giving effect to any concurrent prepayment of the Loans in accordance with Section 3.04(c), the total Revolving Credit Exposures would exceed the total Commitments. 
 (ii) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Maximum Credit Amounts under Section 2.06(b)(i) at least three Business Days prior to the
effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by
the Borrower pursuant to this Section 2.06(b)(ii) shall be irrevocable; provided that a notice of termination of the Aggregate Maximum Credit Amounts delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other
credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Aggregate Maximum
Credit Amounts shall be permanent and may not be reinstated. Each reduction of the Aggregate Maximum Credit Amounts shall be made ratably among the Lenders in accordance with each Lender’s Applicable Percentage. 
 Section 2.07 Borrowing Base. 
 (a) Borrowing Base. The Borrowing Base shall be equal to the sum of (i) the Oil and Gas Borrowing Base and (ii) the Midstream Component. 
 (b) Oil and Gas Borrowing Base. The Oil and Gas Borrowing Base shall be determined in accordance with this Section 2.07(b). For
the period from and including the Effective Date to but excluding the next Redetermination Date, the amount of the Oil and Gas Borrowing Base shall be $1,200,000,000. Notwithstanding the foregoing, the Oil and Gas Borrowing Base may be subject to
further adjustments from time to time pursuant to Section 2.07(e), Section 8.13(c) or Section 9.13 and upon the sale of the Permian Basin Properties, the then effective Oil and Gas Borrowing Base shall be reduced by $200,000,000.

 (i) Scheduled and Interim Redeterminations. The Oil and Gas Borrowing Base shall be redetermined semi-annually in
accordance with this Section 2.07(b) (a “Scheduled Redetermination”), and, subject to Section 2.07(b)(iii), such redetermined Oil and Gas Borrowing Base shall become effective and applicable to the Borrower, the Agents,
the Issuing

  

 29 







 
Bank and the Lenders on May 1st and November 1st of each year, commencing May 1, 2010. In addition, the Borrower may, by notifying the Administrative Agent thereof, and the
Administrative Agent may, at the direction of the Majority Lenders, by notifying the Borrower thereof, one time during any 12 month period, each elect to cause the Oil and Gas Borrowing Base to be redetermined between Scheduled Redeterminations (an
“Interim Redetermination”) in accordance with this Section 2.07(b). 
 (ii) Scheduled and Interim
Redetermination Procedure. 
 (A) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as
follows: Upon receipt by the Administrative Agent of (1) the Reserve Report and the certificate required to be delivered by the Borrower to the Administrative Agent, in the case of a Scheduled Redetermination, pursuant to Section 8.12(a)
and (c), and, in the case of an Interim Redetermination, pursuant to Sections 8.12(b) and (c), and (2) such other reports, data and supplemental information, including, without limitation, the information provided pursuant to
Section 8.12(c), as may, from time to time, be reasonably requested by the Majority Lenders (the Reserve Report, such certificate and such other reports, data and supplemental information being the “Engineering Reports”), the
Administrative Agent shall evaluate the information contained in the Engineering Reports and shall, in good faith, propose a new Oil and Gas Borrowing Base (the “Proposed Oil and Gas Borrowing Base”) based upon such information and
such other information (including, without limitation, the status of title information with respect to the Oil and Gas Properties as described in the Engineering Reports and the existence of any other Debt) as the Administrative Agent deems
appropriate and consistent with its normal oil and gas lending criteria as it exists at the particular time. In no event shall the Proposed Oil and Gas Borrowing Base plus the Midstream Component at such time exceed the Aggregate Maximum Credit
Amounts. 
 (B) The Administrative Agent shall notify the Borrower and the Lenders of the Proposed Oil and Gas Borrowing Base
(the “Proposed Oil and Gas Borrowing Base Notice”): 
 (1) in the case of a Scheduled Redetermination
(I) if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Borrower pursuant to Sections 8.12(a) and (c) in a timely and complete manner, then on or before April 15th and
October 15th of such year following the date of delivery or (II) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Sections 8.12(a) and (c) in a timely and
complete manner, then promptly after the Administrative Agent has received complete Engineering Reports from the Borrower and has had a reasonable opportunity to determine the Proposed Oil and Gas Borrowing Base in accordance with
Section 2.07(b)(ii)(A); and 
 (2) in the case of an Interim Redetermination, promptly, and in any event, within fifteen
(15) days after the Administrative Agent has received the required Engineering Reports. 
  

 30 







 (C) Any Proposed Oil and Gas Borrowing Base that would increase the Oil and Gas Borrowing
Base then in effect must be approved or deemed to have been approved by each of the Lenders as provided in this Section 2.07(b)(ii)(C); and any Proposed Oil and Gas Borrowing Base that would decrease or maintain the Oil and Gas Borrowing Base
then in effect must be approved or be deemed to have been approved by the Majority Lenders as provided in this Section 2.07(b)(ii)(C). Upon receipt of the Proposed Oil and Gas Borrowing Base Notice, each Lender shall have fifteen (15) days
to agree with the Proposed Oil and Gas Borrowing Base or disagree with the Proposed Oil and Gas Borrowing Base by proposing an alternate Oil and Gas Borrowing Base. If at the end of such fifteen (15) days, any Lender has not communicated its
approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be an approval of the Proposed Oil and Gas Borrowing Base. If, at the end of such 15-day period, each of the Lenders, in the case of a Proposed Oil and
Gas Borrowing Base that would increase the Oil and Gas Borrowing Base then in effect, or the Majority Lenders, in the case of a Proposed Oil and Gas Borrowing Base that would decrease or maintain the Oil and Gas Borrowing Base then in effect, have
approved or deemed to have approved, as aforesaid, then the Proposed Oil and Gas Borrowing Base shall become the new Oil and Gas Borrowing Base, effective on the date specified in Section 2.07(b)(iii). If, however, at the end of such 15-day
period, all of the Lenders or Majority Lenders, as applicable, have not approved or deemed to have approved, as aforesaid, then the Administrative Agent shall poll the Lenders to ascertain the highest Oil and Gas Borrowing Base then acceptable to
the Majority Lenders for purposes of this Section 2.07(b) and, so long as such amount does not increase the Oil and Gas Borrowing Base then in effect, such amount shall become the new Oil and Gas Borrowing Base, effective on the date specified
in Section 2.07(b)(iii). 
 (iii) Effectiveness of a Redetermined Oil and Gas Borrowing Base. After a redetermined
Oil and Gas Borrowing Base is approved or is deemed to have been approved by each of the Lenders or the Majority Lenders, as applicable, pursuant to Section 2.07(c)(iii), the Administrative Agent shall notify the Borrower and the Lenders of the
amount of the redetermined Oil and Gas Borrowing Base (the “New Oil and Gas Borrowing Base Notice”), and such amount shall become the new Oil and Gas Borrowing Base, effective and applicable to the Borrower, the Agents, the Issuing
Bank and the Lenders: 
 (A) in the case of a Scheduled Redetermination, (1) if the Administrative Agent shall have
received the Engineering Reports required to be delivered by the Borrower pursuant to Sections 8.12(a) and (c) in a timely and complete manner, then on May 1st or November 1st, as applicable, following such notice, or (2) if the
Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Sections 8.12(a) and (c) in a timely and complete manner, then on the Business Day next succeeding delivery of such
notice; and 
 (B) in the case of an Interim Redetermination, on the Business Day next succeeding delivery of such notice.

 Such amount shall then become the Oil and Gas Borrowing Base until the next Scheduled Redetermination Date, the next Interim Redetermination
Date or the next adjustment to the Oil and Gas Borrowing Base under Section 8.13(c) or Section 9.13, whichever occurs first. Notwithstanding the foregoing, no Scheduled Redetermination or Interim Redetermination shall become effective
until the New Oil and Gas Borrowing Base Notice related thereto is received by the Borrower. 
  

 31 







 (c) Midstream Component. The Midstream Component shall be determined by the
Administrative Agent and effective on each Midstream Component Determination Date. For the period from and including the Effective Date to but excluding the next Midstream Component Determination Date, the amount of the Midstream Component shall be
$182,000,000. Notwithstanding the foregoing, the Midstream Component may be subject to further adjustment pursuant to Section 9.13. 
 (d) Reduction of Borrowing Base Upon Issuance of Permitted Senior Notes. Notwithstanding anything to the contrary contained herein, upon the issuance of any Senior Notes in accordance with
Section 9.02(i), the Borrowing Base then in effect shall be reduced by an amount equal to the product of 0.25 multiplied by the stated principal amount of such Senior Notes (without regard to any initial issue discount), and the Borrowing Base
as so reduced shall become the new Borrowing Base immediately upon the date of such issuance, effective and applicable to the Borrower, the Agents, the Issuing Bank and the Lenders on such date until the next redetermination or modification thereof
hereunder. 
 Section 2.08 Letters of Credit. 
 (a) General. Subject to the terms and conditions set forth herein, the Borrower may request the issuance of dollar denominated
Letters of Credit for its own account or for the account of any of its Restricted Subsidiaries, in a form reasonably acceptable to the Administrative Agent and the Issuing Bank, at any time and from time to time during the Availability Period. In
the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, the
Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. 
 (b) Notice of
Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit by
electronic communication, if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and the Administrative Agent (not less than three (3) Business Days in advance of the requested date of issuance, amendment,
renewal or extension) a notice: 
 (i) requesting the issuance of a Letter of Credit or identifying the Letter of Credit to be
amended, renewed or extended; 
 (ii) specifying the date of issuance, amendment, renewal or extension (which shall be a Business
Day); 
 (iii) specifying the date on which such Letter of Credit is to expire (which shall comply with Section 2.08(c));

 (iv) specifying the amount of such Letter of Credit; 
 (v) specifying the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or
extend such Letter of Credit; and 
  

 32 







 (vi) specifying the amount of the then effective Borrowing Base and whether a Borrowing Base
deficiency exists at such time, the current total Revolving Credit Exposures (without regard to the requested Letter of Credit or the requested amendment, renewal or extension of an outstanding Letter of Credit) and the pro forma total
Revolving Credit Exposures (giving effect to the requested Letter of Credit or the requested amendment, renewal or extension of an outstanding Letter of Credit). 
 Each notice shall constitute a representation that after giving effect to the requested issuance, amendment, renewal or extension, as applicable, (i) the LC Exposure shall not exceed the LC
Commitment and (ii) the total Revolving Credit Exposures shall not exceed the total Commitments (i.e. the lesser of the Aggregate Maximum Credit Amounts and the then effective Borrowing Base). 
 If requested by the Issuing Bank, the Borrower also shall submit a letter of credit application on the Issuing Bank’s standard form in connection with
any request for a Letter of Credit. 
 (c) Expiration Date. Each Letter of Credit shall expire at or prior to the close
of business on the earlier of (i) the date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (ii) the date that is five
Business Days prior to the Maturity Date. 
 (d) Participations. By the issuance of a Letter of Credit (or an amendment
to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank or the Lenders, the Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from the Issuing Bank, a participation
in such Letter of Credit equal to such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and
unconditionally agrees to pay to the Administrative Agent, for the account of the Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement made by the Issuing Bank and not reimbursed by the Borrower on the date due as provided
in Section 2.08(e), or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.08(d) in respect of Letters of
Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the
Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. 
 (e)
Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than
12:00 noon, New York City time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been received by the
Borrower prior to such time on such date, then not later than 12:00 noon, New York City time, on (i) the Business Day that the Borrower receives such notice, if such notice is received prior to 10:00 a.m., New York City time, on the day of
receipt, or (ii) the Business Day immediately following the day that the Borrower receives such

  

 33 







 
notice, if such notice is not received prior to such time on the day of receipt; provided that if such LC Disbursement is equal to or greater than $1,000,000, the Borrower shall, subject to the
conditions to Borrowing set forth herein, be deemed to have requested, and the Borrower does hereby request under such circumstances, that such LC Disbursement be financed with an ABR Borrowing in an equivalent amount and, to the extent so financed,
the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Borrowing. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable LC
Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of
the payment then due from the Borrower, in the same manner as provided in Section 2.05 with respect to Loans made by such Lender (and Section 2.05 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the
Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this Section 2.08(e), the Administrative
Agent shall distribute such payment to the Issuing Bank or, to the extent that Lenders have made payments pursuant to this Section 2.08(e) to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any
payment made by a Lender pursuant to this Section 2.08(e) to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Loans as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its
obligation to reimburse such LC Disbursement. 
 (f) Obligations Absolute. The Borrower’s obligation to reimburse LC
Disbursements as provided in Section 2.08(e) shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any
lack of validity or enforceability of any Letter of Credit, any Letter of Credit Agreement or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent
or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply substantially with
the terms of such Letter of Credit or any Letter of Credit Agreement, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.08(f), constitute a
legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder. Neither the Administrative Agent, the Lenders nor the Issuing Bank, nor any of their Related Parties shall have any liability or
responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any
error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in
interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Bank; provided that the foregoing shall not be construed to excuse the Issuing Bank from liability to the Borrower to the extent of any direct
damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by the Issuing Bank’s failure to exercise care when
determining whether drafts and other documents presented under a Letter of Credit comply with the terms

  

 34 







 
thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of the Issuing Bank (as finally determined by a court of competent
jurisdiction), the Issuing Bank shall be deemed to have exercised all requisite care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented
which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the Issuing Bank may, in its reasonable discretion, either accept and make payment upon such documents without responsibility for further investigation,
or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit. 
 (g) Disbursement Procedures. The Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. The Issuing
Bank shall promptly notify the Administrative Agent and the Borrower by telephone (confirmed by telecopy) of such demand for payment and whether the Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give
or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse the Issuing Bank and the Lenders with respect to any such LC Disbursement. 
 (h) Interim Interest. If the Issuing Bank shall make any LC Disbursement, then, until the Borrower shall have reimbursed the Issuing Bank for such LC Disbursement (either with its own funds or a
Borrowing under Section 2.08(e)), the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the Borrower reimburses such LC Disbursement, at the rate per annum
then applicable to ABR Loans. Interest accrued pursuant to this Section 2.08(h) shall be for the account of the Issuing Bank, except that interest accrued on and after the date of payment by any Lender pursuant to Section 2.08(e) to reimburse the
Issuing Bank shall be for the account of such Lender to the extent of such payment. 
 (i) Replacement of the Issuing
Bank. The Issuing Bank may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such
replacement of the Issuing Bank. At the time any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 3.05(b). From and after the effective date of
any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of the Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term
“Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the replacement of the Issuing Bank hereunder, the replaced
Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of the Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue
additional Letters of Credit. 
 (j) Cash Collateralization. If (i) any Event of Default shall occur and be
continuing and the Borrower receives notice from the Administrative Agent or the Majority Lenders demanding the deposit of cash collateral pursuant to this Section 2.08(j), or (ii) the Borrower is required to pay to the Administrative Agent the
excess attributable to an LC Exposure in

  

 35 







 
connection with any prepayment pursuant to Section 3.04(c), then the Borrower shall deposit, in an account with the Administrative Agent, in the name of the Administrative Agent and for the
benefit of the Lenders, an amount in cash equal to, in the case of an Event of Default, the LC Exposure, and in the case of a payment required by Section 3.04(c), the amount of such excess as provided in Section 3.04(c), as of such date plus any
accrued and unpaid interest thereon; provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the
occurrence of any Event of Default with respect to the Borrower or any Restricted Subsidiary described in Section 10.01(h) or Section 10.01(i). The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Bank and the
Lenders, an exclusive first priority and continuing perfected security interest in and Lien on such account and all cash, checks, drafts, certificates and instruments, if any, from time to time deposited or held in such account, all deposits or wire
transfers made thereto, any and all investments purchased with funds deposited in such account, all interest, dividends, cash, instruments, financial assets and other Property from time to time received, receivable or otherwise payable in respect
of, or in exchange for, any or all of the foregoing, and all proceeds, products, accessions, rents, profits, income and benefits therefrom, and any substitutions and replacements therefor. The Borrower’s obligation to deposit amounts pursuant
to this Section 2.08(j) shall be absolute and unconditional, without regard to whether any beneficiary of any such Letter of Credit has attempted to draw down all or a portion of such amount under the terms of a Letter of Credit, and, to the fullest
extent permitted by applicable law, shall not be subject to any defense or be affected by a right of set-off, counterclaim or recoupment which the Borrower or any of its Subsidiaries may now or hereafter have against any such beneficiary, the
Issuing Bank, the Administrative Agent, the Lenders or any other Person for any reason whatsoever. Such deposit shall be held as collateral securing the payment and performance of the Borrower’s and the Guarantor’s obligations under this
Agreement and the other Loan Documents. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Interest or profits, if any, on such deposit shall accumulate in such
account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the
reimbursement obligations of the Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated, be applied to satisfy other obligations of the Borrower and the Guarantors under this Agreement or the other Loan
Documents. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, and the Borrower is not otherwise required to pay to the Administrative Agent the excess attributable to
an LC Exposure in connection with any prepayment pursuant to Section 3.04(c), then such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been cured or
waived. 
 ARTICLE III 
 Payments of Principal and Interest; Prepayments; Fees 
 Section 3.01
Repayment of Loans. The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Loan on the Termination Date. 
  

 36 







 Section 3.02 Interest. 
 (a) ABR Loans. The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Margin, but
in no event to exceed the Highest Lawful Rate. 
 (b) Eurodollar Loans. The Loans comprising each Eurodollar Borrowing
shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin, but in no event to exceed the Highest Lawful Rate. 
 (c) Post-Default Rate. Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable
by the Borrower or any Guarantor hereunder or under any other Loan Document 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 two percent (2%) plus the rate applicable to ABR Loans as provided in Section 3.02(a), but in no event to exceed the Highest Lawful Rate. 
 (d) Interest Payment Dates. Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and on the Termination Date; provided that (i) interest
accrued pursuant to Section 3.02(c) shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than an optional prepayment of an ABR Loan prior to the Termination Date), accrued interest on the principal
amount repaid or prepaid shall be payable on the date of such repayment or prepayment, and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall
be payable on the effective date of such conversion. 
 (e) Interest Rate Computations. All interest hereunder shall be
computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), except that interest computed by
reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days
elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate, Adjusted LIBO Rate or LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error, and
be binding upon the parties hereto. 
 Section 3.03 Alternate Rate of Interest. If prior to the commencement of any
Interest Period for a Eurodollar Borrowing: 
 (a) the Administrative Agent determines (which determination shall be conclusive
absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate for such Interest Period; or 
 (b) the Administrative Agent is advised by the Majority Lenders that the Adjusted LIBO Rate or LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such
Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; 
  

 37 







 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 Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective, and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing. 

Section 3.04 Prepayments. 
 (a) Optional Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with Section
3.04(b). 
 (b) Notice and Terms of Optional Prepayment. The Borrower shall notify the Administrative Agent by telephone
and/or fax (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 12:00 noon, New York City time, three Business Days before the date of prepayment, or (ii) in the case
of prepayment of an ABR Borrowing, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to
be prepaid. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in
the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the
extent required by Section 3.02. 
 (c) Mandatory Prepayments. 
 (i) If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the total
Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B) if, as a result of an
LC Exposure, any excess remains after prepaying all of the Borrowings pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). 
 (ii) Upon any redetermination of or adjustment to the amount of the Oil and Gas Borrowing Base in accordance with Section 2.07(b)(i) or
Section 8.13(c) and/or the Midstream Component pursuant to Section 2.07(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall (A) prepay the Borrowings in an aggregate
principal amount equal to such excess, and (B) if, as a result of an LC Exposure, any excess remains after prepaying all of the Borrowings pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as
cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral within forty-five (45) days following its receipt of

  

 38 







 
the New Oil and Gas Borrowing Base Notice in accordance with Section 2.07(b)(iii) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section
3.04(c)(ii) must be made on or prior to the Termination Date. 
 (iii) Upon any adjustments to the Borrowing Base pursuant to
Section 2.07(d), if the total Revolving Credit Exposures exceeds the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if, as a result of an LC
Exposure, any excess remains after prepaying all of the Borrowings pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated
to make such prepayment and/or deposit of cash collateral on the date it or any Subsidiary receives cash proceeds as a result of the incurrence of such Senior Notes. 
 (iv) Upon any adjustments to the Oil and Gas Borrowing Base or the Midstream Component pursuant to Section 9.13, if the total Revolving Credit Exposures exceeds the Borrowing Base as adjusted, then the
Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if, as a result of an LC Exposure, any excess remains after prepaying all of the Borrowings pay to the Administrative Agent on behalf
of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral on the date it or any Subsidiary receives cash
proceeds as a result of such disposition. 
 (v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied,
first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with
the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. 
 (vi) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings.
Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02. 
 (d) No Premium or Penalty. Prepayments permitted or required under this Section 3.04 shall be without premium or penalty, except as required under Section 5.02. 
 Section 3.05 Fees. 
 (a) Commitment Fees. The Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee, which shall accrue at 0.5% on the average daily amount of the unused amount of the Commitment of such Lender
during the period from and including the date of this Agreement to but excluding the Termination Date, provided that, for purposes of determining the Commitment of a Lender for this Section 3.05(a), each Lender’s Applicable Percentage of
the then effective Borrowing Base shall be equal to such Lender’s Applicable Percentage of the sum of (i) the then effective Oil and Gas Borrowing Base and (ii)

  

 39 







 
$300,000,000. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year and on the Termination Date, commencing on the first such
date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days
(or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). 
 (b) Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of
Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC
Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, (ii) to
the Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and
including the date of this Agreement to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, provided that in no event shall such fee be less than $125 during any quarter,
and (iii) to the Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued
through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all
such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this Section 3.05(b) shall be payable within 10 days after
demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366
days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). 
 (c) Administrative Agent Fees. The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent.

 ARTICLE IV 
 Payments; Pro Rata Treatment; Sharing of Set-offs 
 Section 4.01
Payments Generally; Pro Rata Treatment; Sharing of Set-offs. 
 (a) Payments by the Borrower. The Borrower shall
make each payment required to be made by it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 5.01, Section 5.02, Section 5.03 or otherwise) prior to 12:00 noon, New York City
time, on the date when due, in immediately available funds, without defense, deduction, recoupment, set-off or counterclaim. Fees, once

  

 40 







 
paid, shall not be refundable under any circumstances. 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, but shall be considered received on the date paid for purposes of Section 10.01. All such payments shall be made to the Administrative Agent at its offices specified in
Section 12.01, except payments to be made directly to the Issuing Bank as expressly provided herein and except that payments pursuant to Section 5.01, Section 5.02, Section 5.03 and Section 12.03 shall be made directly to the Persons entitled
thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a
Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in
dollars. 
 (b) Application of Insufficient Payments. If at any time insufficient funds are received by and available to
the Administrative Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among
the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed LC Disbursements then due hereunder, ratably among the parties entitled
thereto in accordance with the amounts of principal and unreimbursed LC Disbursements then due to such parties. 
 (c)
Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or participations in LC Disbursements
resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving
such greater proportion shall purchase (for cash at face value) participations in the Loans and participations in LC Disbursements 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 and participations in LC Disbursements; provided that (i) if any such participations are purchased and all or any portion of the
payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this Section 4.01(c) shall not be construed to apply
to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in
LC Disbursements to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this Section 4.01(c) shall apply). The Borrower consents to the foregoing and agrees, to the extent it
may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such
Lender were a direct creditor of the Borrower in the amount of such participation. 
  

 41 







 Section 4.02 Presumption of Payment by the Borrower. Unless the Administrative Agent
shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Bank that the Borrower will not make such payment, the Administrative Agent may
assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Bank, as the case may be, the amount due. In such event, if the Borrower has not
in fact made such payment, then each of the Lenders or the Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank with interest thereon,
for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in
accordance with banking industry rules on interbank compensation. 
 Section 4.03 Certain Deductions by the Administrative
Agent. If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.05(b), Section 2.08(d), Section 2.08(e) or Section 4.02 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 4.04 Disposition of Proceeds. The Security Instruments contain an assignment by the Borrower and/or the Guarantors unto and
in favor of the Administrative Agent for the benefit of the Lenders of all of the Borrower’s or each Guarantor’s interest in and to production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged
Property. The Security Instruments further provide in general for the application of such proceeds to the satisfaction of the Indebtedness and other obligations described therein and secured thereby. Notwithstanding the assignment contained in such
Security Instruments, until the occurrence of an Event of Default, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds
to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its Restricted Subsidiaries and (b) the Lenders hereby authorize the Administrative Agent to take such
actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Restricted Subsidiaries. 
 Section
4.05 Payments and Deductions to a Defaulting Lender. 
 (a) If any Lender shall fail to make any payment required to be
made by it pursuant to Section 2.05(b), Section 2.08(d), Section 2.08(e) or Section 4.02 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 in cash. 
 (b) If a Defaulting Lender as a result of the exercise of a set-off shall have received a payment in respect of its Revolving Credit
Exposure which results in its Revolving Credit

  

 42 







 
Exposure being less than its Applicable Percentage of the aggregate Revolving Credit Exposures, then no payments will be made to such Defaulting Lender until such time as all amounts due and
owing to the Lenders have been equalized in accordance with each Lender’s respective pro rata share of the aggregate Revolving Credit Exposures. Further, if at any time prior to the acceleration or maturity of the Loans, the Administrative
Agent shall receive any payment in respect of principal of a Loan or a reimbursement of an LC Disbursement while one or more Defaulting Lenders shall be party to this Agreement, the Administrative Agent shall apply such payment first to the
Borrowing(s) for which such Defaulting Lender(s) shall have failed to fund its pro rata share until such time as such Borrowing(s) are paid in full or each Lender (including each Defaulting Lender) is owed its Applicable Percentage of all Loans then
outstanding. After acceleration or maturity of the Loans, subject to the first sentence of this Section 4.05(b), all principal will be paid ratably as provided in Section 10.02(c). 
 (c) Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following
provisions shall apply for so long as such Lender is a Defaulting Lender: 
 (i) Fees shall cease to accrue on the unfunded
portion of the Commitment of such Defaulting Lender pursuant to Section 3.05. 
 (ii) The Commitment, the Maximum Credit
Amount, the outstanding principal balance of the Loans and participation interests in Letters of Credit of such Defaulting Lender shall not be included in determining whether all Lenders or the Majority Lenders have taken or may take any action
hereunder (including any consent to any amendment or waiver pursuant to Section 12.02), provided that any waiver, amendment or modification requiring (A) the consent of all Lenders or (B) the consent of each affected Lender and
which affects such Defaulting Lender, shall require the consent of such Defaulting Lender; and provided further that any redetermination or affirmation of the Oil and Gas Borrowing Base shall occur without participation of a Defaulting Lender, but
the Commitments (i.e., the Applicable Percentage of the Borrowing Base of a Defaulting Lender) may not be increased without the consent of such Defaulting Lender. 
 (iii) If any LC Exposure exists at the time a Lender becomes a Defaulting Lender then: 
 (A) all or any part of such LC Exposure shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Applicable Percentages but only to the extent (1) the sum of all Non-Defaulting Lenders’ Revolving
Credit Exposures plus such Defaulting Lender’s LC Exposure does not exceed the total of all Non-Defaulting Lenders’ Commitments and (2) the conditions set forth in Section 6.02 are satisfied at such time; 
 (B) if the reallocation described in clause (A) above cannot, or can only partially, be effected, then the Borrower shall, within one
Business Day following notice by the Administrative Agent, cash collateralize such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (A) above) in accordance with the procedures set forth
in Section 2.08(e) for so long as such LC Exposure is outstanding; 
  

 43 







 (C) if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC
Exposure pursuant to this Section 4.05 then the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 3.05(b) with respect to such Defaulting Lender’s LC Exposure during the period such
Defaulting Lender’s LC Exposure is cash collateralized; 
 (D) if the LC Exposure of the Non-Defaulting Lenders is
reallocated pursuant to Section 4.05(c), then the fees payable to the Lenders pursuant to Section 3.05(a) and Section 3.05(b) shall be adjusted in accordance with such Non-Defaulting Lenders’ Applicable Percentages; or

 (E) if any Defaulting Lender’s LC Exposure is neither cash collateralized nor reallocated pursuant to
Section 4.05(c)(iii), then, without prejudice to any rights or remedies of the Issuing Bank or any Lender hereunder, all commitment fees that otherwise would have been payable to such Defaulting Lender (solely with respect to the portion of
such Defaulting Lender’s Commitment that was utilized by such LC Exposure) and letter of credit fees payable under Section 3.05(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Bank until such LC
Exposure is cash collateralized and/or reallocated. 
 (d) So long as any Lender is a Defaulting Lender, the Issuing Bank shall
not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure will be 100% covered by the Commitments of the Non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in
accordance with Section 4.05(c), and participating interests in any such newly issued or increased Letter of Credit shall be allocated among Non-Defaulting Lenders in a manner consistent with Section 2.08(d) (and Defaulting Lenders shall
not participate therein). 
 (e) In the event that the Administrative Agent, the Borrower and the Issuing Bank each agrees that
a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the LC Exposure of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender
shall purchase at par such of the Loans or participations in Letters of Credit of the other Lenders as the Administrative shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Percentage.

 Section 4.06 Assignments, New Lenders and Reallocation of Commitments and Loans. The Lenders have agreed among
themselves, in consultation with the Borrower, to reallocate their respective Maximum Credit Amounts and Commitments and to, among other things, allow each of Barclays Bank PLC, Morgan Stanley Bank, N.A., Morgan Stanley Senior Funding, Inc. and
Credit Suisse, Cayman Islands Branch to become a party to the Credit Agreement as a Lender, (each a “New Lender”) by acquiring an interest in the total Maximum Credit Amounts and Commitments, to adjust the Maximum Credit Amounts and
Commitment of the other Lenders (each an “Adjusting Lender”) and to decrease completely the Maximum Credit Amount and Commitment of U.S. Bank National Association, Merrill Lynch Commercial Finance Corp., Fortis Capital Corp., Union
Bank of California, N.A., Compass Bank, Sterling Bank and General Electric Capital Corporation (each an “Exiting Lender”). The Administrative Agent and the

  

 44 







 
Borrower hereby consent to such reallocation and each New Lender’s acquisition of, and each Adjusting Lender’s adjustment of, an interest in the Maximum Credit Amounts and Commitments
and the Exiting Lender’s and other Lenders’ assignments of their Commitments. On the Effective Date and after giving effect to such reallocations, the Maximum Credit Amounts and Commitment of each Lender shall be as set forth on Annex I.
With respect to such reallocation, each New Lender and Adjusting Lender shall be deemed to have acquired the Maximum Credit Amounts and Commitment allocated to it from each of the other Lenders pursuant to the terms of the Assignment and Assumption
Agreement attached as Exhibit G as if each such New Lender, Adjusting Lender and Exiting Lender had executed an Assignment and Assumption Agreement with respect to such allocation. 
 ARTICLE V 
 Increased Costs; Break Funding Payments;
Taxes 
 Section 5.01 Increased Costs. 
 (a) Eurodollar Changes in Law. If any Change in Law shall: 
 (i) impose,
modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate); or

 (ii) impose on any Lender or the London interbank market any other condition affecting this Agreement or Eurodollar Loans made
by such Lender; 
 and the result of any of the foregoing shall be to increase the cost to such Lender 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 (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) Capital
Requirements. If any Lender or the Issuing Bank 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 or the Issuing Bank’s capital or on the
capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing
Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing
Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender or the Issuing Bank, as the case may be, such
additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered. 
 (c) Certificates. A certificate of a Lender or the Issuing Bank setting forth the amount or amounts necessary to compensate such
Lender or the Issuing Bank or its holding company, as the case may be, as specified in Section 5.01(a) or (b) shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Issuing Bank,
as the case may be, the amount shown as due on any such certificate within 30 days after receipt thereof. 
  

 45 







 (d) Effect of Failure or Delay in Requesting Compensation. Failure or delay on the
part of any Lender or the Issuing Bank to demand compensation pursuant to this Section 5.01 shall not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be
required to compensate a Lender or the Issuing Bank pursuant to this Section 5.01 for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or the Issuing Bank, as the case may be, notifies the Borrower of
the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or
reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. 
 Section 5.02 Break Funding Payments. In the event of (a) the payment of any principal of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a
result of an Event of Default), (b) the conversion of any Eurodollar Loan into an ABR Loan other than on the last day of the Interest Period applicable thereto, or (c) the failure to borrow, convert, continue or prepay any Eurodollar Loan
on the date specified in any notice delivered pursuant hereto, or (d) the assignment of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section
5.04(b), then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include an amount
determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan,
for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over
(ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period
from other banks in the eurodollar market. 
 A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to
receive pursuant to this Section 5.02 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

 Section 5.03 Taxes. 
 (a) Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any Guarantor under any Loan Document shall be made free and clear of and without deduction
for any Indemnified Taxes or Other Taxes; provided that if the Borrower or any Guarantor shall be required to deduct any Indemnified Taxes or 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 5.03), the Administrative Agent, Lender or Issuing Bank (as the case may be)

  

 46 







 
receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower or such Guarantor shall make such deductions and (iii) the Borrower or
such Guarantor shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law. 
 (b) Payment of Other Taxes by the Borrower. The Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law. 
 (c) Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent, each Lender and the Issuing Bank, within
10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent, such Lender or the Issuing Bank, 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 5.03) and any penalties, interest and reasonable expenses arising therefrom or with respect
thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate of the Administrative Agent, a Lender or the Issuing Bank as to the amount of such
payment or liability under this Section 5.03 shall be delivered to the Borrower and shall be conclusive absent manifest error. 
 (d) Evidence of Payments. As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower or a Guarantor 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) Foreign Lenders. 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 or any other Loan Document 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) Tax Refunds. If the Administrative Agent or a Lender determines, in its sole discretion, 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 5.03, 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 5.03 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender
and without interest (other than any interest paid by the relevant Governmental Authority 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

  

 47 







 
Authority. This Section 5.03 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. The agreements in this Section 5.03(f) shall survive the termination of this Agreement and the payment of the Loans and the other amounts payable hereunder. 
 Section 5.04 Mitigation Obligations; Replacement of Lenders. 
 (a) Designation of Different Lending Office. If any Lender requests compensation under Section 5.01, or if the Borrower is
required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.03, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking
its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant
to Section 5.01 or Section 5.03, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all
reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. 
 (b)
Replacement of Lenders. If any Lender requests compensation under Section 5.01, or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.03, or
any Lender becomes a Defaulting Lender, then the Borrower may, at its sole expense, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the
restrictions contained in Section 12.04(b)), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that
(i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of
its Loans and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in
the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 5.01 or payments required to be made pursuant to Section 5.03, such assignment will result in a reduction in such
compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and
delegation cease to apply. 
  

 48 







 (c) Replacement for Oil and Gas Borrowing Base Increase. If (i) an existing
Lender does not approve a proposed Oil and Gas Borrowing Base increase and (ii) each of the Lenders have approved such proposed Oil and Gas Borrowing Base increase, then the Borrower may, at its sole expense, within 3 Business Days after the
Borrower receives the New Oil and Gas Borrowing Base Notice with respect to such increase, at the discretion of such existing Lender either: 
 (A) cause such existing Lender to assign and delegate, without recourse, all its interests, rights and obligations under this Agreement to one or more assignees proposed by the Borrower that shall assume
such obligations (which assignees may be another Lender, if a Lender accepts such assignment), provided that such existing Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC
Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee(s) (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts),
or 
 (B) cause such existing Lender to reduce its Maximum Credit Amount based upon a new Applicable Percentage for such
existing Lender that is calculated by dividing such existing Lender’s then outstanding Revolving Credit Exposure by the Borrowing Base determined after the increase of the Oil and Gas Borrowing Base and assigning the balance of its Maximum
Credit Amount to an assignee or assignees proposed by the Borrower that shall assume such amount of the assigning Lender’s Maximum Credit Amount (which assignee may be another Lender, if a Lender accepts such assignment). 
 Any such replacement of an existing Lender or partial assignment of an existing Lender’s Maximum Credit Amount shall be in accordance
with and subject to the restrictions contained in Section 12.04(b). 
 ARTICLE VI 
 Conditions Precedent 
 Section 6.01 Effective Date. The obligations of the Lenders to amend and restate the Existing Credit Agreement, to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective until the date on
which each of the following conditions is satisfied (or waived in accordance with Section 12.02): 
 (a) The Administrative
Agent, the Arranger and the Lenders shall have received 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. 
 (b) The Administrative Agent shall have received a certificate of the Secretary or an
Assistant Secretary of the Borrower and each Guarantor setting forth (i) resolutions of its board of directors with respect to the authorization of the Borrower or such Guarantor to execute and deliver the Loan Documents to which it is a party
and to enter into the transactions contemplated in those documents, (ii) the officers of the Borrower or such Guarantor (y) who are authorized to sign the Loan Documents to which the Borrower or such Guarantor is a party and (z) who
will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions
contemplated hereby, (iii) specimen signatures of such authorized officers, and (iv) the articles or certificate of incorporation and bylaws (or other organizational documents) of the Borrower and such Guarantor, certified as being true
and complete. The Administrative Agent and the Lenders may conclusively rely on such certificate until the Administrative Agent receives notice in writing from the Borrower to the contrary. 
  

 49 







 (c) The Administrative Agent shall have received certificates of the appropriate State
agencies with respect to the existence, qualification and good standing of the Borrower and each Guarantor. 
 (d) The
Administrative Agent shall have received a compliance certificate which shall be substantially in the form of Exhibit D, duly and properly executed by a Responsible Officer and dated as of the date of Effective Date. 
 (e) The Administrative Agent shall have received from each party hereto counterparts (in such number as may be requested by the
Administrative Agent) of this Agreement signed on behalf of such party. 
 (f) The Administrative Agent shall have received duly
executed Notes, if requested, payable to the order of each Lender in a principal amount equal to its Maximum Credit Amount dated as of the date hereof. 
 (g) The Administrative Agent shall have received from each party thereto duly executed counterparts (in such number as may be requested by the Administrative Agent) of the Security Instruments, including
the Guaranty Agreement and the other Security Instruments described on Exhibit F. In connection with the execution and delivery of the Security Instruments, the Administrative Agent shall: 
 (i) be reasonably satisfied that the Security Instruments create first priority, perfected Liens (subject only to Excepted Liens identified
in clauses (a) to (d) and (f) of the definition thereof, but subject to the provisions at the end of such definition) on (A) substantially all of the Midstream Assets and (B) at least 80% of the total value of the Oil and
Gas Properties evaluated in the Initial Reserve Report; and 
 (ii) have received certificates, together with undated, blank
stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of each of the Guarantors and not less than 65% of all of the issued and outstanding capital stock of each Foreign Subsidiary with total assets
in excess of $500,000 that is not a Guarantor, which is directly owned by either the Borrower or a Domestic Subsidiary. 
 (h)
The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower certifying that attached to such certificate are true and complete copies of the Senior Indentures, as amended on or prior to the Effective Date. The
structure, terms, conditions and documentation for the Senior Indentures shall be reasonably satisfactory to the Administrative Agent. 
 (i) The Administrative Agent shall have received an opinion of (i) Hinkle Elkouri Law Firm L.L.C., special counsel to the Borrower, substantially in the form of Exhibit E hereto, and (ii) local counsel in each of the following
states: Texas, Oklahoma, New Mexico and Louisiana and any other jurisdictions requested by the Administrative Agent, in form and substance reasonable satisfactory to the Administrative Agent. 
  

 50 







 (j) The Administrative Agent shall have received a certificate of insurance coverage of the
Borrower evidencing that the Borrower is carrying insurance in accordance with Section 7.12. 
 (k) The Administrative Agent
shall be reasonably satisfied with the status of title to the Oil and Gas Properties evaluated in the Initial Reserve Report. 
 (l) The Administrative Agent shall be reasonably satisfied with the environmental condition of the Oil and Gas Properties of the Borrower and its Restricted Subsidiaries. 
 (m) The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower certifying that the Borrower has
received all consents and approvals required by Section 7.03. 
 (n) The Administrative Agent shall have received the financial
statements referred to in Section 7.04(a) and the Initial Reserve Report accompanied by a certificate covering the matters described in Section 8.12(c). 
 (o) The Administrative Agent shall have received appropriate UCC search certificates reflecting no prior Liens encumbering the Properties of the Borrower and the Restricted Subsidiaries for each of the
following jurisdictions: Texas, Oklahoma, Louisiana and New Mexico and any other jurisdiction requested by the Administrative Agent; other than those being assigned or released on or prior to the Effective Date or Liens permitted by Section 9.03.
 
 (p) The Administrative Agent and the Lenders shall be reasonably satisfied with the form and substance of the
Midstream Services contracts of Hawk Field Services and its Restricted Subsidiaries listed in Schedule 7.23. 
 (q) The
Administrative Agent shall have received such other documents as the Administrative Agent or special counsel to the Administrative Agent may reasonably request. 
 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 and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 12.02) at or prior to 2:00 p.m., New York City time, on
October 14, 2009 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time). 
 Section 6.02 Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding), and of the Issuing Bank to issue, amend, renew or
extend any Letter of Credit, is subject to the satisfaction of the following conditions: 
 (a) At the time of and immediately
after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. 
  

 51 







 (b) At the time of and immediately after giving effect to such Borrowing or the issuance,
amendment, renewal or extension of such Letter of Credit, as applicable, no event, development or circumstance has occurred or shall then exist that has resulted in, or could reasonably be expected to have, a Material Adverse Effect. 
 (c) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall
be true and correct on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an
earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of
such specified earlier date. 
 (d) The making of such Loan or the issuance, amendment, renewal or extension of such Letter of
Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which
does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the
consummation of the transactions contemplated by this Agreement or any other Loan Document. 
 (e) The receipt by the
Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable. 
 Each Borrowing and each issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters
specified in Section 6.02(a) through (d). 
 ARTICLE VII 
 Representations and Warranties 
 The Borrower
represents and warrants to the Lenders that: 
 Section 7.01 Organization; Powers. Each of the Borrower and the
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, and has all material governmental licenses, authorizations, consents and
approvals necessary, to own its assets and to carry on its business as now conducted, and is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where failure to have such power,
authority, licenses, authorizations, consents, approvals and qualifications could not reasonably be expected to have a Material Adverse Effect. 
 Section 7.02 Authority; Enforceability. The Transactions are within the Borrower’s and each Guarantor’s corporate powers and have been duly authorized by all necessary corporate and, if
required, stockholder action (including, without limitation, any action required to be taken

  

 52 







 
by any class of directors of the Borrower, whether interested or disinterested, in order to ensure the due authorization of the Transactions). Each Loan Document to which the Borrower and each
Guarantor is a party has been duly executed and delivered by the Borrower and such Guarantor and constitutes a legal, valid and binding obligation of the Borrower and such Guarantor, as applicable, enforceable in accordance with its terms, subject
to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. 

Section 7.03 Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing
with, or any other action by, any Governmental Authority or any other third Person, nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the
Transactions, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of the Security Instruments as required by this Agreement and (ii) those third party approvals or consents
which, if not made or obtained, would not cause a Default hereunder, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any
applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower or any Restricted Subsidiary or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture,
agreement or other instrument binding upon the Borrower or any Restricted Subsidiary or its Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or such Restricted Subsidiary and (d) will not result
in the creation or imposition of any Lien on any Property of the Borrower or any Restricted Subsidiary (other than the Liens created by the Loan Documents). 
 Section 7.04 Financial Condition; No Material Adverse Change. 
 (a) The
Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2008, reported on by Deloitte &
Touche LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 2009. Such financial statements present fairly, in all material respects, the financial position and
results of operations and cash flows of the Borrower and its Consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited
quarterly financial statements. 
 (b) Since December 31, 2008, (i) there has been no event, development or
circumstance that has had or could reasonably be expected to have a Material Adverse Effect and (ii) the business of the Borrower and its Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business
practices. 
 (c) Neither the Borrower nor any Restricted Subsidiary has on the date hereof any material Debt (including
Disqualified Capital Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments (other
than the Gas Balancing Obligations and the Swap Agreements listed on Schedule 7.20) which are not referred to or reflected or provided for in the Financial Statements. 
  


 53 







 Section 7.05 Litigation. 
 (a) Except as set forth on Schedule 7.05, there are no actions, suits, investigations or proceedings by or before any arbitrator or
Governmental Authority pending against or, to the Knowledge of the Borrower, threatened against or affecting the Borrower or any Restricted Subsidiary (i) not fully covered by insurance (except for normal deductibles) as to which there is a
reasonable possibility of an adverse determination that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve any Loan Document or the Transactions.

 (b) Since the date of this Agreement, there has been no change in the status of the matters disclosed in Schedule 7.05
that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect. 
 Section 7.06 Environmental Matters. Except as could not be reasonably expected to have a Material Adverse Effect (or with respect to (c), (d) and (e) below, where the failure to take such actions could not be reasonably
expected to have a Material Adverse Effect): 
 (a) neither any Property of the Borrower or any Restricted Subsidiary nor the
operations conducted thereon violate any order or requirement of any court or Governmental Authority or any Environmental Laws. 
 (b) no Property of the Borrower or any Restricted Subsidiary nor the operations currently conducted thereon or, to the Knowledge of the Borrower, by any prior owner or operator of such Property or operation, are in violation of or subject
to any existing, pending or threatened action, suit, investigation, inquiry or proceeding by or before any court or Governmental Authority or to any remedial obligations under Environmental Laws. 
 (c) all notices, permits, licenses, exemptions, approvals or similar authorizations, if any, required to be obtained or filed in connection
with the operation or use of any and all Property of the Borrower and each Restricted Subsidiary, including, without limitation, past or present treatment, storage, disposal or release of a hazardous substance, oil and gas waste or solid waste into
the environment, have been duly obtained or filed, and the Borrower and each Restricted Subsidiary are in compliance with the terms and conditions of all such notices, permits, licenses and similar authorizations. 
 (d) all hazardous substances, solid waste and oil and gas waste, if any, generated at any and all Property of the Borrower or any Restricted
Subsidiary have in the past been transported, treated and disposed of in accordance with Environmental Laws and so as not to pose an imminent and substantial endangerment to public health or welfare or the environment, and, to the Knowledge of the
Borrower, all such transport carriers and treatment and disposal facilities have been and are operating in compliance with Environmental Laws and so as not to pose an imminent and substantial endangerment to public health or welfare or the
environment, and are not the subject of any existing, pending or threatened action, investigation or inquiry by any Governmental Authority in connection with any Environmental Laws. 
  

 54 







 (e) the Borrower has taken all steps reasonably necessary to determine and has determined
that no oil, hazardous substances, solid waste or oil and gas waste, have been disposed of or otherwise released and there has been no threatened release of any oil, hazardous substances, solid waste or oil and gas waste on or to any Property of the
Borrower or any Restricted Subsidiary except in compliance with Environmental Laws and so as not to pose an imminent and substantial endangerment to public health or welfare or the environment. 
 (f) to the extent applicable, all Property of the Borrower and each Restricted Subsidiary currently satisfies all design, operation, and
equipment requirements imposed by the OPA, and the Borrower does not have any reason to believe that such Property, to the extent subject to the OPA, will not be able to maintain compliance with the OPA requirements during the term of this
Agreement. 
 (g) neither the Borrower nor any Restricted Subsidiary has any known contingent liability or Remedial Work in
connection with any release or threatened release of any oil, hazardous substance, solid waste or oil and gas waste into the environment. 
 Section 7.07 Compliance with the Laws and Agreements; No Defaults. 
 (a)
Each of the Borrower and each Restricted Subsidiary is in compliance with all Governmental Requirements applicable to it or its Property and all agreements and other instruments binding upon it or its Property, and possesses all licenses, permits,
franchises, exemptions, approvals and other governmental authorizations necessary for the ownership of its Property and the conduct of its business, except where the failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect. 
 (b) Neither the Borrower nor any Restricted Subsidiary is in default nor has
any event or circumstance occurred which, but for the expiration of any applicable grace period or the giving of notice, or both, would constitute a default or would require the Borrower or a Restricted Subsidiary to Redeem or make any offer to
Redeem under any indenture, note, credit agreement or instrument pursuant to which any Material Indebtedness is outstanding or by which the Borrower or any Restricted Subsidiary or any of their Properties is bound. 
 (c) No Default has occurred and is continuing. 
 Section 7.08 Investment Company Act. Neither the Borrower nor any Subsidiary is an “investment company” or a company “controlled” by an “investment company,” within
the meaning of, or subject to regulation under, the Investment Company Act of 1940, as amended. 
 Section 7.09 Taxes.
Each of the Borrower and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are
being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves in accordance with GAAP or (b) to the extent that the failure to do so could not
reasonably be expected to result in a Material Adverse Effect. The charges, accruals and reserves on the books of the Borrower and its Subsidiaries in respect of Taxes and other governmental charges are, in the reasonable opinion of the Borrower,
adequate. No Tax Lien has been filed and, to the Knowledge of the Borrower, no claim is being asserted with respect to any such Tax or other such governmental charge. 
  

 55 







 Section 7.10 ERISA. 
 (a) The Borrower, the Subsidiaries and each ERISA Affiliate have complied in all material respects with ERISA and, where applicable, the
Code regarding each Plan. 
 (b) Each Plan is, and has been, established and maintained in substantial compliance with its
terms, ERISA and, where applicable, the Code. 
 (c) No act, omission or transaction has occurred which could result in
imposition on the Borrower, any Subsidiary or any ERISA Affiliate (whether directly or indirectly) of (i) either a civil penalty assessed pursuant to subsections (c), (i), (l) or (m) of section 502 of ERISA or a tax imposed pursuant
to Chapter 43 of Subtitle D of the Code or (ii) breach of fiduciary duty liability damages under section 409 of ERISA. 
 (d) Full payment when due has been made of all amounts which the Borrower, the Subsidiaries or any ERISA Affiliate is required under the terms of each Plan or applicable law to have paid as contributions to such Plan as of the date hereof.

 (e) Neither the Borrower, the Subsidiaries nor any ERISA Affiliate sponsors, maintains, or contributes to an employee welfare
benefit plan, as defined in section 3(1) of ERISA, including, without limitation, any such plan maintained to provide benefits to former employees of such entities, that may not be terminated by the Borrower, a Subsidiary or any ERISA Affiliate in
its sole discretion at any time without any material liability. 
 (f) Neither the Borrower, the Subsidiaries nor any ERISA
Affiliate sponsors, maintains or contributes to, or has at any time in the six-year period preceding the date hereof sponsored, maintained or contributed to, any employee pension benefit plan, as defined in section 3(2) of ERISA, that is subject to
Title IV of ERISA, section 302 of ERISA or section 412 of the Code. 
 Section 7.11 Disclosure; No Material
Misstatements. The Borrower has disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Restricted Subsidiaries is subject, and all other matters known to
it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the other reports, financial statements, certificates or other information furnished by or on behalf of the Borrower or any
Restricted Subsidiary to the Administrative Agent or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or delivered hereunder or under any other Loan Document (as modified or
supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;
provided that, with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time. There is no fact peculiar to the Borrower or
any Restricted Subsidiary which could reasonably be expected to have a Material Adverse Effect or in the future is reasonably likely to

  

 56 







 
have a Material Adverse Effect and which has not been set forth in this Agreement or the Loan Documents or the other documents, certificates and statements furnished to the Administrative Agent
or the Lenders by or on behalf of the Borrower or any Restricted Subsidiary prior to, or on, the date hereof in connection with the transactions contemplated hereby. No statements or conclusions exist in any Reserve Report which are based upon or
include misleading information or which fail to take into account material information regarding the matters reported therein to the extent such misstatement, misleading information or failure could reasonably be expected to have a Material Adverse
Effect. 
 Section 7.12 Insurance. The Borrower has, and has caused all its Restricted Subsidiaries to have, (a) all
insurance policies sufficient for the compliance by each of them with all material Governmental Requirements and all material agreements and (b) insurance coverage in at least amounts and against such risk (including, without limitation, public
liability) that are usually insured against by companies similarly situated and engaged in the same or a similar business for the assets and operations of the Borrower and its Restricted Subsidiaries. The Administrative Agent and the Lenders have
been named as additional insureds in respect of such liability insurance policies and the Administrative Agent has been named as loss payee with respect to Property loss insurance. 
 Section 7.13 Restriction on Liens. Neither the Borrower nor any of the Restricted Subsidiaries is a party to any material agreement
or arrangement (other than Capital Leases creating Liens permitted by Section 9.03(c), but then only on the Property subject of such Capital Lease), or subject to any order, judgment, writ or decree, which either restricts or purports to restrict
its ability to grant Liens to the Administrative Agent and the Lenders on or in respect of their Properties to secure the Indebtedness and the Loan Documents. 
 Section 7.14 Subsidiaries. Except as set forth on Schedule 7.14 or as disclosed in writing to the Administrative Agent (which shall promptly furnish a copy to the Lenders), which shall be a
supplement to Schedule 7.14, the Borrower has no Subsidiaries and the Borrower has no Foreign Subsidiaries. Schedule 7.14, as may be supplemented from time to time, identifies each Subsidiary as either Restricted or Unrestricted, and each Restricted
Subsidiary on such schedule is a Wholly-Owned Subsidiary. 
 Section 7.15 Location of Business and Offices. The
Borrower’s jurisdiction of organization is Delaware; the name of the Borrower as listed in the public records of its jurisdiction of organization is Petrohawk Energy Corporation; and the organizational identification number of the Borrower in
its jurisdiction of organization is 3828463 (or, in each case, as set forth in a notice delivered to the Administrative Agent pursuant to Section 8.01(m) in accordance with Section 12.01). The Borrower’s principal place of business and chief
executive offices are located at the address specified in Section 12.01 (or as set forth in a notice delivered pursuant to Section 8.01(m) and Section 12.01(c)). Each Restricted Subsidiary’s jurisdiction of organization, name as listed in the
public records of its jurisdiction of organization, organizational identification number in its jurisdiction of organization, and the location of its principal place of business and chief executive office is stated on Schedule 7.14 (or as set forth
in a notice delivered pursuant to Section 8.01(m)). 
  

 57 







 Section 7.16 Properties; Titles, Etc. 
 (a) Each of the Borrower and the Restricted Subsidiaries has good and defensible title to the Oil and Gas Properties evaluated in the most
recently delivered Reserve Report, the Midstream Assets and good title to all its other personal Properties, in each case, free and clear of all Liens except Liens permitted by Section 9.03. After giving full effect to the Excepted Liens, the
Borrower or the Restricted Subsidiary specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in
any material respect obligate the Borrower or such Restricted Subsidiary to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set
forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in the Borrower’s or such Restricted Subsidiary’s net revenue interest in such Property. 
 (b) All material leases and agreements necessary for the conduct of the business of the Borrower and the Restricted Subsidiaries are valid
and subsisting, in full force and effect, and there exists no default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or leases, which could reasonably be
expected to have a Material Adverse Effect. 
 (c) The rights and Properties presently owned, leased or licensed by the Borrower
and the Restricted Subsidiaries including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the Restricted Subsidiaries to conduct their business in all material respects in
the same manner as its business has been conducted prior to the date hereof. 
 (d) All of the Properties of the Borrower and
the Restricted Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards. 
 (e) The Borrower and each Restricted Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other
intellectual Property material to its business, and the use thereof by the Borrower and such Restricted Subsidiary 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. The Borrower and its Restricted Subsidiaries either own or have valid licenses or other rights to use all databases, geological data, geophysical data, engineering data, seismic
data, maps, interpretations and other technical information used in their businesses as presently conducted, subject to the limitations contained in the agreements governing the use of the same, which limitations are customary for companies engaged
in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect. 
 Section 7.17 Maintenance of Properties. Except for such acts or failures to act as could not be reasonably expected to have a Material Adverse Effect, the Oil and Gas Properties (and Properties
unitized therewith) of the Borrower and its Restricted Subsidiaries and the Midstream Assets have been maintained, operated and developed in a good and workmanlike manner and in conformity with all Governmental Requirements and in conformity with
the provisions of all

  

 58 







 
leases, subleases or other contracts comprising a part of the Hydrocarbon Interests and other contracts and agreements forming a part of the Oil and Gas Properties of the Borrower and its
Restricted Subsidiaries. Specifically in connection with the foregoing, except for those as could not be reasonably expected to have a Material Adverse Effect, (i) no Oil and Gas Property of the Borrower or any Restricted Subsidiary is subject
to having allowable production reduced below the full and regular allowable (including the maximum permissible tolerance) because of any overproduction (whether or not the same was permissible at the time) and (ii) none of the wells comprising
a part of the Oil and Gas Properties (or Properties unitized therewith) of the Borrower or any Restricted Subsidiary is deviated from the vertical more than the maximum permitted by Governmental Requirements, and such wells are, in fact, bottomed
under and are producing from, and the well bores are wholly within, the Oil and Gas Properties (or in the case of wells located on Properties unitized therewith, such unitized Properties) of the Borrower or such Restricted Subsidiary. All pipelines,
wells, gas processing plants, platforms and other material improvements, fixtures and equipment owned in whole or in part by the Borrower or any of its Restricted Subsidiaries that are necessary to conduct normal operations are being maintained in a
state adequate to conduct normal operations, and with respect to such of the foregoing which are operated by the Borrower or any of its Restricted Subsidiaries, in a manner consistent with the Borrower’s or its Restricted Subsidiaries’
past practices (other than those the failure of which to maintain in accordance with this Section 7.17 could not reasonably be expected to have a Material Adverse Effect). 
 Section 7.18 Gas Imbalances, Prepayments. Except as set forth on Schedule 7.18 or on the most recent certificate delivered pursuant
to Section 8.12(c), on a net basis there are no gas imbalances, take or pay or other prepayments which would require the Borrower or any of its Restricted Subsidiaries to deliver Hydrocarbons produced from the Oil and Gas Properties at some future
time without then or thereafter receiving full payment therefor exceeding a volume equal to 1% of the total proved reserves (on an mcf equivalent basis) set forth in the most recently delivered Reserve Report in the aggregate. 
 Section 7.19 Marketing of Production. Except for contracts listed and in effect on the date hereof on Schedule 7.19, and thereafter
either disclosed in writing to the Administrative Agent or included in the most recently delivered Reserve Report (with respect to all of which contracts the Borrower represents that it or its Restricted Subsidiaries are receiving a price for all
production sold thereunder which is computed substantially in accordance with the terms of the relevant contract and are not having deliveries curtailed substantially below the subject Property’s delivery capacity), no material agreements exist
which are not cancelable on 60 days notice or less without penalty or detriment for the sale of production from the Borrower’s or its Restricted Subsidiaries’ Hydrocarbons (including, without limitation, calls on or other rights to
purchase production, whether or not the same are currently being exercised) that (a) pertain to the sale of production at a fixed price and (b) have a maturity or expiry date of longer than six (6) months from the date hereof.

 Section 7.20 Swap Agreements. Schedule 7.20, as of the date hereof, and after the date hereof, each report required to
be delivered by the Borrower pursuant to Section 8.01(e), sets forth, a true and complete list of all Swap Agreements of the Borrower and each Restricted Subsidiary, the material terms thereof (including the type, term, effective date, termination
date and notional amounts or volumes), the net mark to market value thereof, all credit support agreements relating thereto (including any margin required or supplied) and the counterparty to each such agreement. 
  

 59 







 Section 7.21 Use of Loans and Letters of Credit. The proceeds of the Loans and the
Letters of Credit shall be used to provide working capital for exploration and production operations, to provide funding for general corporate purposes, including the issuance of letters of credit. The Borrower and its Subsidiaries are not engaged
principally, or as one of its or their important activities, in the business of extending credit for the purpose, whether immediate, incidental or ultimate, of buying or carrying margin stock (within the meaning of Regulation T, U or X of the
Board). No part of the proceeds of any Loan or Letter of Credit will be used for any purpose which violates the provisions of Regulations T, U or X of the Board. 
 Section 7.22 Solvency. After giving effect to the transactions contemplated hereby, (a) the aggregate assets (after giving effect to amounts that could reasonably be received by reason of
indemnity, offset, insurance or any similar arrangement), at a fair valuation, of the Borrower and the Guarantors, taken as a whole, will exceed the aggregate Debt of the Borrower and the Guarantors on a consolidated basis, as the Debt becomes
absolute and matures, (b) each of the Borrower and the Guarantors will not have incurred or intended to incur, and will not believe that it will incur, Debt beyond its ability to pay such Debt (after taking into account the timing and amounts
of cash to be received by each of the Borrower and the Guarantors and the amounts to be payable on or in respect of its liabilities, and giving effect to amounts that could reasonably be received by reason of indemnity, offset, insurance or any
similar arrangement) as such Debt becomes absolute and matures and (c) each of the Borrower and the Guarantors will not have (and will have no reason to believe that it will have thereafter) unreasonably small capital for the conduct of its
business. 
 Section 7.23 Transportation Contracts. Schedule 7.23, as of the date hereof, and after the date hereof, each
report required to be delivered by the Borrower pursuant to Section 8.01(s)(ii), sets forth a true and complete list of all contracts of Hawk Field Services and its Restricted Subsidiaries for Midstream Services and each counterparty thereto
which are longer than 6 months in duration or greater than $250,000 in expected revenue. 
 ARTICLE VIII 
 Affirmative Covenants 
 Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder and all other amounts payable under the Loan Documents shall have been
paid in full and all Letters of Credit shall have expired or terminated and all LC Disbursements shall have been reimbursed, the Borrower covenants and agrees with the Lenders that: 
 Section 8.01 Financial Statements; Ratings Change; Other Information. The Borrower will furnish to the Administrative Agent and each
Lender: 
 (a) Annual Financial Statements. As soon as available, but in any event in accordance with then applicable law
and not later than 90 days after the end of each fiscal year of the Borrower, its audited consolidated balance sheet and related statements of operations,

  

 60 







 
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) Quarterly Financial Statements. As soon as available, but in any event in accordance with then applicable law and not later than
45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, its consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such fiscal
quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all
certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated Subsidiaries or Hawk Field Services, as applicable, on a consolidated
basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes. 
 (c) Certificate of Financial Officer — Compliance. Concurrently with any delivery of financial statements under Section 8.01(a) or Section 8.01(b), a certificate of a Financial Officer in substantially the form of Exhibit D
hereto (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed
calculations demonstrating compliance with Section 8.13(b) and Section 9.01 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 7.04
and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate. 
 (d) Certificate of Financial Officer — Consolidating Information. If, at any time, all of the Consolidated Subsidiaries of the Borrower are not Consolidated Restricted Subsidiaries, then concurrently with any delivery of
financial statements under Section 8.01(a) or Section 8.01(b), a certificate of a Financial Officer setting forth consolidating spreadsheets that show all Consolidated Unrestricted Subsidiaries and the eliminating entries, in such form as would be
presentable to the auditors of the Borrower. 
 (e) Certificate of Financial Officer — Swap Agreements. Concurrently
with any delivery of any Reserve Report or at such other times as may be reasonably requested by the Administrative Agent, a certificate of a Financial Officer, in form and substance satisfactory to the Administrative Agent, setting forth as of the
last Business Day of the calendar month preceding the delivery of such Reserve Report, a true and complete list of all Swap Agreements of the Borrower and each Restricted Subsidiary, the material terms thereof (including the type, term, effective
date, termination date and notional amounts or volumes), the net mark-to-market value therefor, any new credit support agreements relating thereto not listed on Schedule 7.20, any margin required or supplied under any credit support document, and
the counterparty to each such agreement. 
  

 61 







 (f) Certificate of Insurer — Insurance Coverage. Concurrently with any delivery
of financial statements under Section 8.01(a), a certificate of insurance coverage from each insurer with respect to the insurance required by Section 8.07, in form and substance satisfactory to the Administrative Agent, and, if requested by the
Administrative Agent or any Lender, all copies of the applicable policies. 
 (g) Other Accounting Reports. Promptly upon
receipt thereof, a copy of each other material report or opinion submitted to the Borrower or any of its Subsidiaries by independent accountants in connection with any annual, interim or special audit made by them of the books of the Borrower or any
such Subsidiary, and a copy of any response by the Borrower or any such Subsidiary, or the Board of Directors of the Borrower or any such Subsidiary, to such material report or opinion. 
 (h) SEC and Other Filings; Reports to Shareholders. Promptly after the same become publicly available, and upon the request of the
Lenders, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the SEC, or with any national securities exchange and distributed by the Borrower to its shareholders. Documents
required to be delivered pursuant to Sections 8.01(a), 8.01(b) and this 8.01(h) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which the Administrative Agent receives notice from the
Borrower, electronically or in writing, that such documents have been posted to EDGAR (or such other free, publicly-accessible internet database that may be established and maintained by the SEC as a substitute for, or successor to, EDGAR).

 (i) Notices Under Material Instruments. Promptly after the furnishing thereof, copies of any financial statement,
report or notice furnished to or by any Person pursuant to the terms of any preferred stock designation, indenture, loan or credit or other similar agreement, other than this Agreement and not otherwise required to be furnished to the Lenders
pursuant to any other provision of this Section 8.01. 
 (j) Lists of Purchasers. Concurrently with the delivery of the
annual financial statements in accordance with Section 8.01(a), a list of Persons who purchase (or did purchase in the last 12 months) at least 70% of the Hydrocarbons from the Borrower or any Restricted Subsidiary. 
 (k) Notice of Sales of Oil and Gas Properties. In the event the Borrower or any Restricted Subsidiary intends to sell, transfer,
assign or otherwise dispose of at least $25,000,000 worth of any Oil or Gas Properties, of at least $25,000,000 worth of any Midstream Assets or any Equity Interests in any Subsidiary in accordance with Section 9.13, prior written notice of such
disposition, the price thereof and the anticipated date of closing. 
 (l) Notice of Casualty Events. Prompt written
notice, and in any event within three Business Days after the Borrower obtains knowledge of the occurrence of any Casualty Event or the commencement of any action or proceeding that could reasonably be expected to result in a Casualty Event.

  

 62 







 (m) Information Regarding Borrower and Guarantors. Prompt written notice (and in any
event within ten (10) days prior thereto) of any change (i) in the Borrower or any Guarantor’s corporate name or in any trade name used to identify such Person in the conduct of its business or in the ownership of its Properties,
(ii) in the location of the Borrower or any Guarantor’s chief executive office or principal place of business, (iii) in the Borrower or any Guarantor’s identity or corporate structure or in the jurisdiction in which such Person
is incorporated or formed, (iv) in the Borrower or any Guarantor’s jurisdiction of organization or such Person’s organizational identification number in such jurisdiction of organization, and (v) in the Borrower or any
Guarantor’s federal taxpayer identification number. 
 (n) Production Report and Lease Operating Statements. With
the delivery of (i) Reserve Reports under Section 8.12 and (ii) quarterly financial statements under Section 8.01(b) for the first and third fiscal quarters of each year, a report setting forth, for each calendar month during the then
current fiscal year to date on a production date basis, the volume of production and sales attributable to production (and the prices at which such sales were made and the revenues derived from such sales) for each such calendar month from the Oil
and Gas Properties, and setting forth the related ad valorem, severance and production taxes and lease operating expenses attributable thereto and incurred for each such calendar month. 
 (o) Notices of Certain Changes. Promptly, but in any event within five (5) Business Days after the execution thereof, copies of
any amendment, modification or supplement to the certificate or articles of incorporation, by-laws, any preferred stock designation or any other organic document of the Borrower or any Restricted Subsidiary. 
 (p) Ratings Change. Promptly after Moody’s or S&P shall have announced a change in the rating, established or deemed to have
been established for the Borrower or any Material Indebtedness, written notice of such rating change. 
 (q) Production
Report. Promptly after preparation but no later than 45 days after the end of each fiscal quarter, a report from the Borrower in form and substance reasonably satisfactory to the Administrative Agent setting forth the production of crude oil and
natural gas, each calculated separately, for each month in such quarter. With each such report, the Borrower shall either (i) certify, represent and warrant that the internally forecasted production from the Oil and Gas Properties of the
Borrower and the Restricted Subsidiaries for all months in which the Borrower or one of its Restricted Subsidiaries has Swap Agreements equals or exceeds their prior month’s production of each of crude oil and natural gas, calculated
separately, or (ii) deliver an additional detailed forecasted production of each of crude oil and natural gas, calculated separately, for the next 48 months or if any Swap Agreements have a tenor in excess of 48 months, for a period
corresponding to the tenor of such Swap Agreements. 
 (r) Hawk Field Services Financials. Concurrently with the delivery
of the financial statements under Sections 8.01(a) and (b), unaudited consolidating financial statements with a separate presentation in such statements of the financials of Hawk Field Services and its Subsidiaries and a calculation of the Midstream
EBITDA as of the date of such financial statements. 
  

 63 







 (s) Midstream Services Contracts. 
 (i) Promptly upon receipt thereof, copies of all material notices, requests and other documents (including material changes) received by Hawk
Field Services or any of its Restricted Subsidiaries under or pursuant to any Midstream Services contract. 
 (ii) Concurrently
with any delivery of the financial information of Hawk Field Services pursuant to Section 8.01(r), a certificate of a Financial Officer, in form and substance satisfactory to the Administrative Agent, setting forth as of such date, a true and
complete list of all Midstream Services contracts of Hawk Field Services and its Restricted Subsidiaries not previously listed on Schedule 7.23, and the counterparty to each such agreement. 
 (t) Other Requested Information. Promptly following any request therefor, such other information regarding the operations, business
affairs and financial condition of the Borrower or any Subsidiary (including, without limitation, any Plan or Multiemployer Plan and any reports or other information required to be filed under ERISA), or compliance with the terms of this Agreement
or any other Loan Document, as the Administrative Agent or any Lender may reasonably request. 
 (u) Delivery of Information
Electronically. Notices to the Administrative Agent and the Lenders under this Section 8.01 may be delivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent, including broadcast email to
the Lenders that the available information has been made available to the Lenders on either the Borrower’s “Intralinks” page or the Borrower’s website at www.petrohawk.com. 
 Section 8.02 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, or the threat in writing of, any action, suit, proceeding, investigation or arbitration by or before any
arbitrator or Governmental Authority against or affecting the Borrower or any Affiliate thereof not previously disclosed in writing to the Lenders or any material adverse development in any action, suit, proceeding, investigation or arbitration
previously disclosed to the Lenders that, if adversely determined, could reasonably be expected to result in liability in excess of $25,000,000 not fully covered by insurance, subject to normal deductibles; and 
 (c) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. 
 Each notice delivered under this Section 8.02 shall be accompanied by a statement of a Responsible Officer setting forth the details of the event or
development requiring such notice and any action taken or proposed to be taken with respect thereto. 
 Section 8.03
Existence; Conduct of Business. The Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses,
permits, privileges and franchises material to the conduct of its business and maintain, if necessary, its qualification to do business in each other jurisdiction in which its Oil and Gas Properties is located or the

  

 64 







 
ownership of its Properties requires such qualification, except where the failure to so qualify could not reasonably be expected to have a Material Adverse Effect; provided that the foregoing
shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 9.12. 
 Section 8.04
Payment of Obligations. The Borrower will, and will cause each Restricted Subsidiary to, pay its obligations, including Tax liabilities of the Borrower and all of its Subsidiaries before the same shall become delinquent or in
default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such Restricted Subsidiary has set aside on its books adequate reserves with respect thereto in
accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect or result in the seizure or levy of any Property of the Borrower or any Subsidiary.

 Section 8.05 Performance of Obligations under Loan Documents. The Borrower will pay the Loans according to the
reading, tenor and effect thereof, and the Borrower will, and will cause each Restricted Subsidiary to, do and perform every act and discharge all of the obligations to be performed and discharged by them under the Loan Documents, including, without
limitation, this Agreement, at the time or times and in the manner specified. 
 Section 8.06 Operation and Maintenance of
Properties. Except for matters that could not reasonably be expected to result in a Material Adverse Effect, the Borrower, at its own expense, will, and will cause each Restricted Subsidiary to: 
 (a) operate its Oil and Gas Properties, the Midstream Assets and other material Properties or cause such Oil and Gas Properties, Midstream
Assets and other material Properties to be operated in a careful and efficient manner in accordance with the practices of the industry and in compliance with all applicable contracts and agreements and in compliance with all Governmental
Requirements, including, without limitation, applicable pro ration requirements and Environmental Laws, and all applicable laws, rules and regulations of every other Governmental Authority from time to time constituted to regulate the development
and operation of Oil and Gas Properties and the production and sale of Hydrocarbons and other minerals therefrom. 
 (b) keep
and maintain the Midstream Assets and all other Property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted preserve, maintain and keep in good repair, working order and efficiency (ordinary
wear and tear excepted) all of its Oil and Gas Properties, Midstream Assets and other Properties, including, without limitation, all equipment, machinery and facilities. 
 (c) promptly pay and discharge, or make reasonable and customary efforts to cause to be paid and discharged, all delay rentals, royalties, expenses and indebtedness accruing under the leases or other
agreements affecting or pertaining to the Midstream Assets or its Oil and Gas Properties and will do all other things necessary to keep unimpaired their rights with respect thereto and prevent any forfeiture thereof or default thereunder.

  

 65 







 (d) promptly perform or make reasonable and customary efforts to cause to be performed, in
accordance with industry standards, the obligations required by each and all of the assignments, deeds, leases, sub-leases, contracts and agreements affecting its interests in its Oil and Gas Properties, Midstream Assets and other material
Properties. 
 (e) to the extent the Borrower is not the operator of any Property, the Borrower shall use reasonable efforts to
cause the operator to comply with this Section 8.06. 
 Section 8.07 Insurance. The Borrower will, and will
cause each Restricted Subsidiary to, maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating
in the same or similar locations. The loss payable clauses or provisions in said insurance policy or policies insuring any of the collateral for the Loans shall be endorsed in favor of and made payable to the Administrative Agent as its interests
may appear and such policies shall name the Administrative Agent and the Lenders as “additional insureds” and provide that the insurer will endeavor to give at least 30 days prior notice of any cancellation to the Administrative Agent.

 Section 8.08 Books and Records; Inspection Rights. The Borrower will, and will cause each Restricted Subsidiary
to, keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. The Borrower will, and will cause each Restricted Subsidiary to, permit any
representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its Properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with
its officers and independent accountants, all at such reasonable times during normal business hours and as often as reasonably requested. 
 Section 8.09 Compliance with Laws. The Borrower will, and will cause each Restricted Subsidiary to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable
to it or its Property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. 
 Section 8.10 Environmental Matters. 
 (a) The Borrower shall at its
sole expense: (i) comply, and shall cause its Properties and operations and each Subsidiary and each Subsidiary’s Properties and operations to comply, with all applicable Environmental Laws, the breach of which could be reasonably expected
to have a Material Adverse Effect; (ii) not dispose of or otherwise release, and shall cause each Subsidiary not to dispose of or otherwise release, any oil, oil and gas waste, hazardous substance, or solid waste on, under, about or from any of
the Borrower’s or its Subsidiaries’ Properties or any other Property to the extent caused by the Borrower’s or any of its Subsidiaries’ operations except in compliance with applicable Environmental Laws, the disposal or release
of which could reasonably be expected to have a Material Adverse Effect; (iii) timely obtain or file, and shall cause each Subsidiary to timely obtain or file, all notices, permits, licenses, exemptions, approvals, registrations or other
authorizations, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Borrower’s or its

  

 66 







 
Subsidiaries’ Properties, which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to completion,
and shall cause each Subsidiary to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations
(collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal or
other release of any oil, oil and gas waste, hazardous substance or solid waste on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties, which failure to commence and diligently prosecute to completion could
reasonably be expected to have a Material Adverse Effect; and (v) establish and implement, and shall cause each Subsidiary to establish and implement, such procedures as may be necessary to continuously determine and assure that the
Borrower’s and its Subsidiaries’ obligations under this Section 8.10(a) are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effect. 
 (b) The Borrower will promptly, but in no event later than five days after the occurrence of a triggering event, notify the Administrative
Agent and the Lenders in writing of any threatened action, investigation or inquiry by any Governmental Authority or any threatened demand or lawsuit by any landowner or other third party against the Borrower or its Subsidiaries or their Properties
of which the Borrower has Knowledge in connection with any Environmental Laws (excluding routine testing and corrective action) if the Borrower reasonably anticipates that such action will result in liability (whether individually or in the
aggregate) in excess of $25,000,000, not fully covered by insurance, subject to normal deductibles. 
 (c) The Borrower will,
and will cause each Subsidiary to, provide environmental audits and tests in accordance with American Society of Testing Materials standards upon request by the Administrative Agent and the Lenders and no more than once per year in the absence of
any Event of Default (or as otherwise required to be obtained by the Administrative Agent or the Lenders by any Governmental Authority), in connection with any future acquisitions of Oil and Gas Properties or other Properties. 
 Section 8.11 Further Assurances. 
 (a) The Borrower at its expense will, and will cause each Restricted Subsidiary to, promptly execute and deliver to the Administrative Agent all such other documents, agreements and instruments reasonably
requested by the Administrative Agent to comply with, cure any defects or accomplish the conditions precedent, covenants and agreements of the Borrower or any Restricted Subsidiary, as the case may be, in the Loan Documents, including the Notes, if
requested, or to further evidence and more fully describe the collateral intended as security for the Indebtedness, or to correct any omissions in this Agreement or the Security Instruments, or to state more fully the obligations secured therein, or
to perfect, protect or preserve any Liens created pursuant to this Agreement or any of the Security Instruments or the priority thereof, or to make any recordings, file any notices or obtain any consents, all as may be reasonably necessary or
appropriate, in the reasonable discretion of the Administrative Agent, in connection therewith. 
  

 67 







 (b) The Borrower hereby authorizes the Administrative Agent to file one or more financing or
continuation statements, and amendments thereto, relative to all or any part of the Mortgaged Property without the signature of the Borrower or any other Guarantor where permitted by law. A carbon, photographic or other reproduction of the Security
Instruments or any financing statement covering the Mortgaged Property or any part thereof shall be sufficient as a financing statement where permitted by law. 
 Section 8.12 Reserve Reports. 
 (a) On or before
April 1st and October 1st of each year, commencing April 1, 2010, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report. The Reserve Report as of December 31st of each year shall be prepared by one or more Approved Petroleum
Engineers, and the June 30th Reserve Report of each year shall be prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate in all material respects and to have been
prepared in accordance with the procedures used in the immediately preceding December 31st Reserve Report. 
 (b) In the event of an Interim Redetermination, the Borrower
shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate in all material respects and to have
been prepared in accordance with the procedures used in the immediately preceding December 31st Reserve Report. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to Section 2.07(b), the Borrower
shall provide such Reserve Report with an “as of” date as required by the Administrative Agent as soon as possible, but in any event no later than thirty (30) days following the receipt of such request. 
 (c) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate from a
Responsible Officer certifying that in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct in all material respects, (ii) the Borrower
or its Restricted Subsidiaries owns good and defensible title to the Oil and Gas Properties evaluated in such Reserve Report and such Properties are free of all Liens except for Liens permitted by Section 9.03, (iii) except as set forth on
an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to its Oil and Gas Properties evaluated in such Reserve Report which
would require the Borrower or any Restricted Subsidiary to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) none of their Oil
and Gas Properties have been sold since the date of the last Oil and Gas Borrowing Base determination except as set forth on an exhibit to the certificate, which certificate shall list all of its Oil and Gas Properties sold and in such detail as
reasonably required by the Administrative Agent, (v) attached to the certificate is a list of all marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Borrower
could reasonably be expected to have been obligated to list on Schedule 7.19 had such agreement been in effect on the date hereof and (vi) attached thereto is a schedule of the Oil and Gas Properties evaluated by such Reserve Report that are
Mortgaged Properties and demonstrating that the Borrower is in compliance with Section 8.14(a). 
  

 68 







 Section 8.13 Title Information. 
 (a) On or before the delivery to the Administrative Agent and the Lenders of each Reserve Report required by Section 8.12(a), the
Borrower will deliver title information in form and substance acceptable to the Administrative Agent covering enough of the Oil and Gas Properties evaluated by such Reserve Report that were not included in the immediately preceding Reserve Report,
so that the Administrative Agent shall have received, together with title information previously delivered to the Administrative Agent, reasonably satisfactory title information on at least 75% of the total value of the Oil and Gas Properties
evaluated by such Reserve Report. 
 (b) If the Borrower has provided title information for additional Properties under
Section 8.13(a), the Borrower shall, within 90 days of notice from the Administrative Agent that title defects or exceptions exist with respect to such additional Properties, either (i) cure any such title defects or exceptions (including
defects or exceptions as to priority) which are not permitted by Section 9.03 raised by such information, (ii) substitute acceptable Mortgaged Properties with no title defects or exceptions except for Excepted Liens (other than Excepted
Liens described in clauses (e), (g) and (h) of such definition) having an equivalent value or (iii) deliver title information in form and substance acceptable to the Administrative Agent so that the Administrative Agent shall have
received, together with title information previously delivered to the Administrative Agent, reasonably satisfactory title information on at least 75% of the total value of the Oil and Gas Properties evaluated by such Reserve Report. 
 (c) If the Borrower is unable to cure any title defect requested by the Administrative Agent or the Lenders to be cured within the 90-day
period or the Borrower does not comply with the requirements to provide acceptable title information covering 75% of the Oil and Gas Properties evaluated in the most recent Reserve Report, such default shall not be a Default, but instead the
Administrative Agent and/or the Majority Lenders shall have the right to exercise the following remedy in their sole discretion from time to time, and any failure to so exercise this remedy at any time shall not be a waiver as to future exercise of
the remedy by the Administrative Agent or the Lenders. To the extent that the Administrative Agent or the Majority Lenders are not satisfied with title to any Mortgaged Property after the 90-day period has elapsed, such unacceptable Mortgaged
Property shall not count towards the 75% requirement, and the Administrative Agent may send a notice to the Borrower and the Lenders that the then outstanding Oil and Gas Borrowing Base shall be reduced by an amount as determined by the Majority
Lenders to cause the Borrower to be in compliance with the requirement to provide acceptable title information on 75% of the value of the Oil and Gas Properties. This new Oil and Gas Borrowing Base shall become effective immediately after receipt of
such notice. 
  

 69 







 Section 8.14 Additional Collateral; Additional Guarantors. 
 (a) In connection with each redetermination of the Oil and Gas Borrowing Base, the Borrower shall review the Reserve Report and the list of
current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the Oil and Gas Properties evaluated in the most recently completed Reserve Report
after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total value, then the Borrower shall, and shall cause its
Restricted Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c), to the Administrative Agent as security for the Indebtedness a first-priority Lien interest (subject only to Excepted
Liens of the type described in clauses (a) to (d) and (f) of the definition thereof, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security
Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 80% of such total value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements
and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes.
In order to comply with the foregoing, if any Restricted Subsidiary places a Lien on its Oil and Gas Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). 
 (b) In the event that (i) the Borrower determines that any Restricted Subsidiary is a Material Domestic Subsidiary or (ii) any
Domestic Subsidiary incurs or guarantees any Debt, the Borrower shall promptly cause such Restricted Subsidiary to guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall
cause such Restricted Subsidiary to, (A) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (B) pledge all of the Equity Interests of such new Subsidiary (including, without limitation, delivery of
original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (C) execute and deliver such
other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. 
 (c) In the event that the Borrower or any Domestic Subsidiary becomes the owner of a Foreign Subsidiary which has total assets in excess of $10,000,000, then the Borrower shall promptly, or shall cause such Domestic Subsidiary to promptly,
guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Domestic Subsidiary to, (i) execute and deliver a supplement to the Guaranty Agreement,
(ii) pledge 65% of all the Equity Interests of such Foreign Subsidiary (including, without limitation, delivery of original stock certificates evidencing such Equity Interests of such Foreign Subsidiary, together with appropriate stock powers
for each certificate duly executed in blank by the registered owner thereof) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.

 (d) With the delivery of each April 1 Reserve Report, the Borrower shall provide information to the Administrative Agent
on all Midstream Assets acquired since the last April 1 Reserve Report in such detail as reasonably required by the Administrative Agent and the Borrower and its Restricted Subsidiaries owning such Midstream Assets shall execute Security
Instruments acceptable to the Administrative Agent granting first priority Liens to the Administrative Agent in such Midstream Assets. 
  

 70 







 Section 8.15 ERISA Compliance. The Borrower will promptly furnish and will cause
the Subsidiaries and any ERISA Affiliate to promptly furnish to the Administrative Agent (i) promptly after the filing thereof with the United States Secretary of Labor or the Internal Revenue Service, copies of each annual and other report
with respect to each Plan or any trust created thereunder, and (ii) immediately upon becoming aware of the occurrence of any “prohibited transaction,” as described in section 406 of ERISA or in section 4975 of the Code, in connection
with any Plan or any trust created thereunder, a written notice signed by the President or the principal Financial Officer, the Subsidiary or the ERISA Affiliate, as the case may be, specifying the nature thereof, what action the Borrower, the
Subsidiary or the ERISA Affiliate is taking or proposes to take with respect thereto, and, when known, any action taken or proposed by the Internal Revenue Service or the Department of Labor with respect thereto. 
 Section 8.16 Swap Agreements. The Borrower shall or shall cause one or more of its Restricted Subsidiaries (which is a
Guarantor) to maintain the hedged position established by the Swap Agreements included in Schedule 7.20 during the period from the Effective Date until the next redetermination of the Oil and Gas Borrowing Base and shall neither assign, terminate or
unwind any such Swap Agreements nor sell any Swap Agreements if the effect of such action (when taken together with any other Swap Agreements executed contemporaneously with the taking of such action) would have the effect of canceling its positions
under such Swap Agreements required hereby. 
 Section 8.17 Unrestricted Subsidiaries. The Borrower: 
 (a) will cause the management, business and affairs of each of the Borrower and its Restricted Subsidiaries to be conducted in such a manner
(including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Borrower and its
respective Restricted Subsidiaries to be commingled) so that each Unrestricted Subsidiary that is a corporation will be treated as a corporate entity separate and distinct from Borrower and the Restricted Subsidiaries. 
 (b) will not, and will not permit any of the Restricted Subsidiaries to, incur, assume, guarantee or be or become liable for any Debt of any
of the Unrestricted Subsidiaries. 
 (c) will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Debt
of, the Borrower or any Restricted Subsidiary. 
 Section 8.18 Marketing Activities. The Borrower will not, and will
not permit any of its Restricted Subsidiaries to, engage in marketing activities for any Hydrocarbons or enter into any contracts related thereto other than (i) contracts for the sale of Hydrocarbons scheduled or reasonably estimated to be
produced from their proved Oil and Gas Properties during the period of such contract, (ii) contracts for the sale of Hydrocarbons scheduled or reasonably estimated to be produced from proved Oil and Gas Properties of third parties during the
period of such contract associated with the Oil and Gas Properties of the Borrower and its Restricted

  

 71 







 
Subsidiaries that the Borrower or one of its Restricted Subsidiaries has the right to market pursuant to joint operating agreements, unitization agreements or other similar contracts that are
usual and customary in the oil and gas business and (iii) other contracts for the purchase and/or sale of Hydrocarbons of third parties (A) which have generally offsetting provisions (i.e. corresponding pricing mechanics, delivery dates
and points and volumes) such that no “position” is taken and (B) for which appropriate credit support has been taken to alleviate the material credit risks of the counterparty thereto. 
 Section 8.19 Midstream Assets and Midstream Services Contracts. 
 (a) To the extent the Oil and Gas Properties of the Borrower and its Restricted Subsidiaries are in a field serviced by the Midstream
Assets, the Borrower shall dedicate the production and transportation of such Oil and Gas Properties to Hawk Field Services or one of its Restricted Subsidiaries, as applicable, except to the extent such production and transportation is provided by
a third party under a contract for such in effect on the Effective Date. 
 (b) The Borrower shall cause Hawk Field Services and
each of its Restricted Subsidiaries to perform and observe in all material respects all the terms and provisions of each Midstream Services contract of Hawk Field Services and its Restricted Subsidiaries to be performed or observed by them, maintain
each such Midstream Services contract in full force and effect, and enforce each such Midstream Services contract in accordance with its terms. 
 ARTICLE IX 
 Negative Covenants 
 Until the Commitments have expired or terminated and the principal of and interest on each Loan and all fees payable hereunder and all other
amounts payable under the Loan Documents have been paid in full and all Letters of Credit have expired or terminated and all LC Disbursements shall have been reimbursed, the Borrower covenants and agrees with the Lenders that: 
 Section 9.01 Financial Covenants. 
 (a) Interest Coverage Ratio. The Borrower will not, as of the last day of any fiscal quarter, permit its ratio of EBITDA for the period of four fiscal quarters then ending to Interest Expense for
such period to be less than 2.5 to 1.0. 
 (b) Current Ratio. The Borrower will not permit, as of the last day of any
fiscal quarter, its ratio of (i) consolidated current assets (including the unused amount of the total Commitments, but excluding any non-cash gains on Swap Agreements and any deferred income tax, to (ii) consolidated current liabilities
(but excluding any non-cash losses on Swap Agreements and any deferred tax liabilities and any current maturities of long-term Debt) to be less than 1.0 to 1.0. 
  


 72 







 Section 9.02 Debt. The Borrower will not, and will not permit any Restricted
Subsidiary to, incur, create, assume or suffer to exist any Debt, except: 
 (a) the Loans, any Notes or other Indebtedness
arising under the Loan Documents or any guaranty of or suretyship arrangement for the Loans, any Notes or other Indebtedness arising under the Loan Documents, and any deferred put premiums associated with Swap Agreements entered into with an
Approved Counterparty. 
 (b) Debt of the Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected
in the Financial Statements. 
 (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred
purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than sixty (60) days past the date of invoice or delinquent or which are being contested in good faith by appropriate
action and for which adequate reserves have been maintained in accordance with GAAP. 
 (d) Debt (including guarantees) under
Capital Leases not to exceed $25,000,000. 
 (e) Debt associated with bonds or surety obligations required by Governmental
Requirements in connection with the operation of the Oil and Gas Properties. 
 (f) intercompany Debt between the Borrower and
any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its
Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement. 
 (g) endorsements of negotiable instruments for collection in the ordinary course of business. 
 (h) Debt under any Senior Notes outstanding on the Effective Date and any Permitted Refinancing Debt in respect thereof. 
 (i) Debt under any Senior Notes issued after the Effective Date, provided that (1) at the time of incurring such Debt (a) no
Default has occurred and is then continuing and (b) no Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence),
(2) such Debt does not have any scheduled amortization prior to one year after the Maturity Date, (3) such Debt does not mature sooner than one year after the Maturity Date, (4) the terms of such Debt are not materially more onerous,
taken as a whole, than the terms of this Agreement and the other Loan Documents, (5) such Debt and any guarantees thereof are on prevailing market terms for similar situated companies and (6) the Borrowing Base is adjusted as contemplated
by Section 2.07(d) and the Borrower makes any prepayment required under Section 3.04(c)(iii). 
 (j) other Debt not to
exceed $25,000,000 in the aggregate at any one time outstanding. 
  

 73 







 For the avoidance of doubt, an issue of Senior Notes may be comprised of Debt only a portion of which
constitutes Permitted Refinancing Debt to the extent the aggregate principal amount thereof exceeds the current principal amount of the Senior Notes being refinanced or replaced. 
 Section 9.03 Liens. The Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, assume or permit to
exist any Lien on any of its Properties (now owned or hereafter acquired), except: 
 (a) Liens securing the payment of any
Indebtedness. 
 (b) Excepted Liens. 
 (c) Liens securing Capital Leases permitted by Section 9.02(d) but only on the Property under lease. 
 (d) Liens on Letters of Credit issued hereunder pledged to secure obligations under any Swap Agreement permitted by Section 9.19. 
 (e) Liens on Property not constituting collateral for the Indebtedness and not otherwise permitted by the foregoing clauses of this
Section 9.03; provided that the aggregate principal or face amount of all Debt secured under this Section 9.03(e) shall not exceed $25,000,000 at any time. 
 Section 9.04 Dividends, Distributions and Redemptions; Repayment of Senior Notes. 
 (a) Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, return any
capital to its stockholders or make any distribution of its Property to its Equity Interest holders, except (i) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its Equity
Interests (other than Disqualified Capital Stock), (ii) Subsidiaries may declare and pay dividends or any other distributions with respect to their Equity Interests, (iii) the Borrower may make Restricted Payments pursuant to and in
accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries, and (iv) the Borrower may terminate its directors’ or employees’ option agreements or restricted stock
agreements under any of Borrower’s incentive stock plans provided, however, that the aggregate amounts paid in respect thereof do not exceed $5,000,000. 
 (b) Redemption of Senior Notes; Amendment of Senior Indentures. The Borrower will not, and will not permit any Restricted Subsidiary to, prior to the date that is ninety-one (91) days after
the Maturity Date: (i) call, make or offer to make any optional or voluntary Redemption of or otherwise optionally or voluntarily Redeem (whether in whole or in part) the Senior Notes; provided that the Borrower may (A) prepay any Senior
Notes and any premiums relating thereto with the Net Cash Proceeds of any sale of Equity Interests (other than Disqualified Capital Stock) of the Borrower or with the net cash proceeds of Permitted Refinancing Debt and (B) Redeem or otherwise
repurchase any issue of Senior Notes if (1) the outstanding principal balance of such issue is less than $25,000,000, (2) no Default or Event of Default has occurred and is continuing or would exist after giving effect to such Redemption
or

  

 74 







 
repurchase and (3) after giving pro forma effect to any such Redemption or repurchase, the Borrower would have at least $100,000,000 of unused availability under the Borrowing Base,
(ii) amend, modify, waive or otherwise change, consent or agree to any amendment, supplement, modification, waiver or other change to, any of the terms of the Senior Notes or any Senior Indenture if (A) the effect thereof would be to
shorten its maturity or average life or increase the amount of any payment of principal thereof or increase the rate or shorten any period for payment of interest thereon, or (B) such action requires the payment of a consent fee (howsoever
described), provided that the foregoing shall not prohibit the execution of supplemental indentures to add guarantors if required by the terms of any Senior Indenture provided such Person complies with Section 8.14(b). 
 Section 9.05 Investments, Loans and Advances. The Borrower will not, and will not permit any Restricted Subsidiary to, make or
permit to remain outstanding any Investments in or to any Person, except that the foregoing restriction shall not apply to: 
 (a) Investments reflected in the Financial Statements or which are disclosed to the Lenders in Schedule 9.05. 
 (b)
accounts receivable arising in the ordinary course of business. 
 (c) direct obligations of the United States or any agency
thereof, or obligations guaranteed by the United States or any agency thereof, in each case maturing within one year from the date of creation thereof. 
 (d) commercial paper maturing within one year from the date of creation thereof rated in the highest grade by S&P or Moody’s. 
 (e) deposits maturing within one year from the date of creation thereof with, including certificates of deposit issued by, any Lender or any
office located in the United States of any other bank or trust company which is organized under the laws of the United States or any state thereof, has capital, surplus and undivided profits aggregating at least $100,000,000 (as of the date of such
bank or trust company’s most recent financial reports) and has a short term deposit rating of no lower than A2 or P2, as such rating is set forth from time to time, by S&P or Moody’s, respectively or, in the case of any Foreign
Subsidiary, a bank organized in a jurisdiction in which the Foreign Subsidiary conducts operations having assets in excess of $500,000,000 (or its equivalent in another currency). 
 (f) deposits in money market funds investing exclusively in Investments described in Section 9.05(c), Section 9.05(d) or
Section 9.05(e). 
 (g) Investments (i) made by the Borrower in or to the Guarantors, (ii) made by any Restricted
Subsidiary in or to the Borrower or any Guarantor, (iii) made by the Borrower or any Restricted Subsidiary in or to all other Domestic Subsidiaries which are not Guarantors in an aggregate amount at any one time outstanding not to exceed
$1,000,000, and (iv) made by the Borrower or any Restricted Subsidiary in or to any Foreign Subsidiary in an aggregate amount at any one time outstanding not to exceed $500,000. 
  

 75 







 (h) subject to the limits in Section 9.07, Investments (including, without limitation,
capital contributions) in general or limited partnerships or other types of entities (each a “venture”) entered into by the Borrower or a Restricted Subsidiary with others in the ordinary course of business; provided that
(i) any such venture is engaged exclusively in oil and gas exploration, development, production, processing and related activities, including transportation, (ii) the interest in such venture is acquired in the ordinary course of business
and on fair and reasonable terms and (iii) such venture interests acquired and capital contributions made (valued as of the date such interest was acquired or the contribution made) do not exceed, in the aggregate at any time outstanding an
amount equal to $25,000,000. 
 (i) subject to the limits in Section 9.07, Investments in direct ownership interests in
additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are
usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of America. 
 (j) loans or advances to employees, officers or directors in the ordinary course of business of the Borrower or any of its Restricted Subsidiaries, in each case only as permitted by applicable law,
including Section 402 of the Sarbanes Oxley Act of 2002, but in any event not to exceed $200,000 in the aggregate at any time. 
 (k) Investments in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05 owing to the Borrower or any Restricted Subsidiary as a result of a bankruptcy or other
insolvency proceeding of the obligor in respect of such debts or upon the enforcement of any Lien in favor of the Borrower or any of its Restricted Subsidiaries; provided that the Borrower shall give the Administrative Agent prompt written notice in
the event that the aggregate amount of all Investments held at any one time under this Section 9.05(k) exceeds $5,000,000. 
 (l) Other Investments (including investments in Unrestricted Subsidiaries) not to exceed $25,000,000. 
 Section 9.06 Designation and Conversion of Restricted and Unrestricted Subsidiaries; Debt of Unrestricted Subsidiaries. 
 (a) Unless designated as an Unrestricted Subsidiary on Schedule 7.14 as of the date hereof or thereafter, assuming compliance with Section 9.06(b), any Person that becomes a Subsidiary of the
Borrower or any of its Restricted Subsidiaries shall be classified as a Restricted Subsidiary. 
 (b) The Borrower may designate
by written notification thereof to the Administrative Agent, any Restricted Subsidiary, including a newly formed or newly acquired Subsidiary, as an Unrestricted Subsidiary if (i) prior, and after giving effect, to such designation, neither a
Default nor a Borrowing Base deficiency would exist and (ii) such designation is deemed to be an Investment in an Unrestricted Subsidiary in an amount equal to the fair market value as of the date of such designation of the Borrower’s
direct and indirect ownership interest in such

  

 76 







 
Subsidiary and such Investment would be permitted to be made at the time of such designation under Section 9.05(l). Except as provided in this Section 9.06(b), no Restricted Subsidiary
may be redesignated as an Unrestricted Subsidiary. 
 (c) The Borrower may designate any Unrestricted Subsidiary to be a
Restricted Subsidiary if after giving effect to such designation, (i) the representations and warranties of the Borrower and its Restricted Subsidiaries contained in each of the Loan Documents are true and correct on and as of such date as if
made on and as of the date of such redesignation (or, if stated to have been made expressly as of an earlier date, were true and correct as of such date), (ii) no Default would exist and (iii) the Borrower complies with the requirements of
Section 8.14, Section 8.17 and Section 9.16. Any such designation shall be treated as a cash dividend in an amount equal to the lesser of the fair market value of the Borrower’s direct and indirect ownership interest in such
Subsidiary or the amount of the Borrower’s cash investment previously made for purposes of the limitation on Investments under Section 9.05(l). 
 (d) The Borrower shall not permit the aggregate principal amount of all Non-Recourse Debt outstanding at any one time to exceed $25,000,000. 
 Section 9.07 Nature of Business; International Operations. Neither the Borrower nor any Restricted Subsidiary will allow any
material change to be made in the character of its business (a) as an independent oil and gas exploration, development and production company, (b) of providing Midstream Services, and (c) activities incidental to the foregoing. From
and after the date hereof, the Borrower and its Domestic Subsidiaries will not acquire or make any other expenditure (whether such expenditure is capital, operating or otherwise) in or related to, any Oil and Gas Properties not located within the
geographical boundaries of the United States. 
 Section 9.08 Limitation on Leases. Neither the Borrower nor any
Restricted Subsidiary will create, incur, assume or suffer to exist any obligation for the payment of rent or hire of Property of any kind whatsoever (real or personal but excluding Capital Leases and leases of Hydrocarbon Interests and firm
transportation contracts or arrangements), under leases or lease agreements which would cause the aggregate amount of all payments made by the Borrower and the Restricted Subsidiaries pursuant to all such leases or lease agreements, including,
without limitation, any residual payments at the end of any lease, to exceed $25,000,000 in any period of twelve consecutive calendar months during the life of such leases. 
 Section 9.09 Proceeds of Loans. The Borrower will not permit the proceeds of the Loans to be used for any purpose other than
those permitted by Section 7.21. Neither the Borrower nor any Person acting on behalf of the Borrower has taken or will take any action which might cause any of the Loan Documents to violate Regulations T, U or X or any other regulation of the
Board or to violate Section 7 of the Securities Exchange Act of 1934 or any rule or regulation thereunder, in each case as now in effect or as the same may hereinafter be in effect. If requested by the Administrative Agent, the Borrower will
furnish to the Administrative Agent and each Lender a statement to the foregoing effect in conformity with the requirements of FR Form U-1 or such other form referred to in Regulation U, Regulation T or Regulation X of the Board, as the case may be.

  

 77 







 Section 9.10 ERISA Compliance. 
 (a) The Borrower will not, and will not permit any Subsidiary to, at any time: 
 (b) engage in, or permit any ERISA Affiliate to engage in, any transaction in connection with which the Borrower, a Subsidiary or any ERISA
Affiliate could be subjected to either a civil penalty assessed pursuant to subsections (c), (i), (l) or (m) of section 502 of ERISA or a tax imposed by Chapter 43 of Subtitle D of the Code, if either of which would have a
Material Adverse Effect. 
 (c) fail to make, or permit any ERISA Affiliate to fail to make, full payment when due of all
amounts which, under the provisions of any Plan, agreement relating thereto or applicable law, the Borrower, a Subsidiary or any ERISA Affiliate is required to pay as contributions thereto, if such failure could reasonably be expected to have a
Material Adverse Effect. 
 (d) contribute to or assume an obligation to contribute to, or permit any ERISA Affiliate to
contribute to or assume an obligation to contribute to (i) any employee welfare benefit plan, as defined in section 3(1) of ERISA, including, without limitation, any such plan maintained to provide benefits to former employees of such entities,
that may not be terminated by such entities in their sole discretion at any time without any material liability, or (ii) any employee pension benefit plan, as defined in section 3(2) of ERISA, that is subject to Title IV of ERISA, section 302
of ERISA or section 412 of the Code. 
 Section 9.11 Sale or Discount of Receivables. Except for receivables
obtained by the Borrower or any Restricted Subsidiary out of the ordinary course of business or the settlement of joint interest billing accounts in the ordinary course of business or discounts granted to settle collection of accounts receivable or
the sale of defaulted accounts arising in the ordinary course of business in connection with the compromise or collection thereof and not in connection with any financing transaction, neither the Borrower nor any Restricted Subsidiary will discount
or sell (with or without recourse) any of its notes receivable or accounts receivable. 
 Section 9.12 Merger, Etc.
The Borrower will not, and will not permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (whether in
one transaction or in a series of transactions) all or substantially all of its Property to any other Person (whether now owned or hereafter acquired) (any such transaction, a “consolidation”), or liquidate or dissolve; provided that the
Borrower or any Restricted Subsidiary may participate in a consolidation with any other Person; provided that: 
 (a) any
Restricted Subsidiary (including a Foreign Subsidiary) may participate in a consolidation with the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or any other Restricted Subsidiary that is a Domestic
Subsidiary (provided that if one of such parties to the consolidation is a Foreign Subsidiary, such Domestic Subsidiary shall be the continuing or surviving Person) and if one of such Restricted Subsidiaries is a Wholly-Owned Subsidiary, then the
surviving Person shall be a Wholly-Owned Subsidiary; and 
 (b) any Foreign Subsidiary of the Borrower may participate in a
consolidation with any one or more Foreign Subsidiaries; provided that if one of such Foreign Subsidiaries is a Wholly-Owned Subsidiary, the survivor shall be a Wholly-Owned Subsidiary. 
  

 78 







 Section 9.13 Sale of Properties. The Borrower will not, and will not permit any
Restricted Subsidiary to, sell, assign, farm-out, convey or otherwise transfer any Property except for (a) the sale of Hydrocarbons in the ordinary course of business; (b) farmouts of undeveloped acreage and assignments in connection with
such farmouts; (c) the sale or transfer of equipment that is no longer necessary for the business of the Borrower or such Restricted Subsidiary or is replaced by equipment of at least comparable value and use; (d) the sale, transfer or
other disposition of Equity Interests in Unrestricted Subsidiaries; (e) the sale or other disposition (including Casualty Events) of any Oil and Gas Property or any interest therein or any Restricted Subsidiary owning Oil and Gas Properties;
provided that (i) 100% of the consideration received in respect of such sale or other disposition shall be cash, (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market
value of the Oil and Gas Property, interest therein or Restricted Subsidiary subject of such sale or other disposition (as reasonably determined by the board of directors of the Borrower and, if requested by the Administrative Agent, the Borrower
shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (iii) if such sale or other disposition of Oil and Gas Property or Restricted Subsidiary owning Oil and Gas Properties included in the most
recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates is sold for a price in excess of 7% of the Oil and Gas Borrowing Base then in effect, individually or in the aggregate, then the Oil and Gas
Borrowing Base shall be reduced, effective immediately upon such sale or disposition, by an amount equal to the value, if any, assigned such Property in the most recently delivered Reserve Report and (iv) if any such sale or other disposition
is of a Restricted Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such Restricted Subsidiary; (f) the sale or other disposition (including Casualty Events) of any Midstream
Assets or any interest therein or any Restricted Subsidiary owning Midstream Assets; provided that (i) 100% of the consideration received in respect of such sale or other disposition shall be cash, (ii) the consideration received in
respect of such sale or other disposition shall be equal to or greater than the fair market value of the Midstream Assets, interest therein or Restricted Subsidiary subject of such sale or other disposition (as reasonably determined by the board of
directors of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (iii) the Midstream Component shall be reduced, effective
immediately upon such sale or disposition, by an amount equal to the EBITDA-HFS contribution of such Midstream Assets for the most recent four quarters for which financial statements have been received by the Administrative Agent multiplied time 3.5
and (iv) if any such sale or other disposition is of a Restricted Subsidiary owning Midstream Assets, such sale or other disposition shall include all the Equity Interests of such Restricted Subsidiary; (g) sales and other transfers of
Properties between the Company and any Restricted Subsidiary or between any Restricted Subsidiary and any other Restricted Subsidiary; and (h) sales and other dispositions of Properties not regulated by Section 9.13(a) to (f) having a
fair market value not to exceed $25,000,000 during any 12-month period. 
 Section 9.14 Environmental Matters. The
Borrower will not, and will not permit any Restricted Subsidiary to, cause or permit any of its Property to be in violation of, or do anything or permit anything to be done which will subject any such Property to any Remedial Work under any
Environmental Laws, assuming disclosure to the applicable Governmental Authority of all relevant facts, conditions and circumstances, if any, pertaining to such Property where such violations or remedial obligations could reasonably be expected to
have a Material Adverse Effect. 
  

 79 







 Section 9.15 Transactions with Affiliates. The Borrower will not, and will not
permit any Restricted Subsidiary to, enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of Property or the rendering of any service, with any Affiliate (other than the Guarantors and Wholly-Owned
Subsidiaries of the Borrower) unless such transactions are otherwise permitted under this Agreement and are upon fair and reasonable terms no less favorable to it than it would obtain in a comparable arm’s length transaction with a Person not
an Affiliate. 
 Section 9.16 Subsidiaries. The Borrower will not, and will not permit any Restricted Subsidiary to,
create or acquire any additional Restricted Subsidiary or redesignate an Unrestricted Subsidiary as a Restricted Subsidiary unless the Borrower gives written notice to the Administrative Agent of such creation or acquisition and complies with
Section 8.14(b) and Section 8.14(c). The Borrower shall not, and shall not permit any Restricted Subsidiary to, sell, assign or otherwise dispose of any Equity Interests in any Restricted Subsidiary except in compliance with
Section 9.13(e) or (f). 
 Section 9.17 Negative Pledge Agreements; Dividend Restrictions. The Borrower will
not, and will not permit any Restricted Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of
its Property in favor of the Administrative Agent and the Lenders or restricts any Restricted Subsidiary from paying dividends or making distributions to the Borrower or any Guarantor, or which requires the consent of or notice to other Persons in
connection therewith; provided, however, the preceding restrictions will not apply to encumbrances or restrictions arising under or by reason of (a) this Agreement or the Security Instruments, (b) any leases, licenses or similar contracts
as they affect any Property or Lien subject to a lease or license, (c) any contract, agreement or understanding creating Liens on Capital Leases permitted by Section 9.03(c) (but only to the extent related to the Property on which such
Liens were created, (d) any restriction with respect to a Subsidiary imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all of the equity or Property of such Subsidiary (or the
Property that is subject to such restriction) pending the closing of such sale or disposition, or (e) customary provisions with respect to the distribution of Property in joint venture agreements. 
 Section 9.18 Gas Imbalances, Take-or-Pay or Other Prepayments. The Borrower will not allow gas imbalances, take-or-pay or other
prepayments with respect to the Oil and Gas Properties of the Borrower or any Restricted Subsidiary that would require the Borrower or such Restricted Subsidiary to deliver Hydrocarbons at some future time without then or thereafter receiving full
payment therefor to exceed a volume equal to 1% of the total proved reserves (on an mcf equivalent basis) set forth in the most recently delivered Reserve Report in the aggregate. 
 Section 9.19 Swap Agreements. The Borrower will not, and will not permit any Restricted Subsidiary to, enter into any Swap
Agreements with any Person other than (a) Swap Agreements in respect of commodities (i) with an Approved Counterparty and (ii) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect

  

 80 







 
other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) do not exceed, as of the date such Swap Agreement is executed and at any time thereafter,
(A) 100% of the Current Production for each month during the period during which such Swap Agreement is in effect for crude oil and natural gas, calculated on a natural gas equivalent basis, for the period of 24 months following the date such
Swap Agreement is executed; (B) 75% of the Current Production for each month during the period during which such Swap Agreement is in effect for crude oil and natural gas, calculated on a natural gas equivalent basis, for the period of 25 to 36
months following the date such Swap Agreement is executed; and (C) 50% of the Current Production for each month during the period during which such Swap Agreement is in effect for crude oil and natural gas, calculated on a natural gas
equivalent basis, for the period of 37 to 48 months following the date such Swap Agreement is executed, and (b) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements effectively
converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Restricted Subsidiaries then in effect effectively converting interest rates from fixed to
floating) do not exceed 50% of the then outstanding principal amount of the Borrower’s Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements effectively converting interest rates from floating to fixed, the
notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Restricted Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75% of the then outstanding
principal amount of the Borrower’s Debt for borrowed money which bears interest at a floating rate. In no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower or any Restricted Subsidiary to post
collateral or margin to secure their obligations under such Swap Agreement or to cover market exposures except to the extent permitted by Section 9.03(d). 
 Section 9.20 Midstream Services Contracts. The Borrower will not permit Hawk Field Services or any of its Subsidiaries to (a) enter into any material contracts for Midstream Services
except on an arm’s length basis or (b) cancel or terminate any material contract for Midstream Services or consent to or accept any cancellation or termination thereof, materially amend or otherwise materially modify any material Midstream
Services contract, waive any material default under or material breach of any material Midstream Services contract, agree in any manner to any other material amendment, modification or change of any material term or condition of any Midstream
services contract or take any other material action in connection with any Midstream Services contract that would materially impair the value of the interest or rights of Hawk Field Services or any of its Restricted Subsidiaries, as applicable,
thereunder or that would materially impair the interest, rights remedies or benefits available to the Administrative Agent or any Lender. 
  

 81 







 ARTICLE X 
 Events of Default; Remedies 
 Section 10.01 Events of Default.
One or more of the following events shall constitute an “Event of Default”: 
 (a) the Borrower shall fail to
pay any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise. 
 (b) the Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in
Section 10.01(a)) payable under any Loan Document, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three Business Days. 
 (c) any representation or warranty made or deemed made by or on behalf of the Borrower or any Restricted Subsidiary in or in connection with
any Loan Document or any amendment or modification of any Loan Document or waiver under such Loan Document, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with any Loan Document or any
amendment or modification thereof or waiver thereunder, shall prove to have been incorrect when made or deemed made. 
 (d) the
Borrower or any Restricted Subsidiary shall fail to observe or perform any covenant, condition or agreement contained in Section 8.01(i), Section 8.01(m), Section 8.01(p), Section 8.02, Section 8.03, Section 8.15 or in
ARTICLE IX. 
 (e) the Borrower or any Restricted Subsidiary shall fail to observe or perform any covenant, condition or
agreement contained in this Agreement (other than those specified in Section 10.01(a), Section 10.01(b) or Section 10.01(d)) or any other Loan Document, and such failure shall continue unremedied for a period of 30 days after the
earlier to occur of (A) notice thereof from the Administrative Agent to the Borrower (which notice will be given at the request of any Lender) or (B) a Responsible Officer of the Borrower or such Restricted Subsidiary otherwise becoming
aware of such default. 
 (f) the Borrower or any Restricted Subsidiary shall fail to make any payment (whether of principal or
interest and regardless of amount) in respect of any Material Indebtedness prior to the longer of (i) three (3) Business Days after the same shall become due and payable or (ii) the expiration of any applicable grace period.

 (g) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or
that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to
require the Redemption thereof or any offer to Redeem to be made in respect thereof, prior to its scheduled maturity or require the Borrower or any Restricted Subsidiary to make an offer in respect thereof. 
 (h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or
other relief in respect of the Borrower or any 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 30 days or an order or decree approving or ordering any of the foregoing shall be entered. 
  

 82 







 (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 Section 10.01(h), (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the
Borrower or any 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 $10,000,000 (to the extent not covered by independent third party insurance provided by insurers of the highest claims paying rating or financial strength as to which the
insurer does not dispute coverage and is not subject to an insolvency proceeding) 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 assets of the Borrower or any Restricted Subsidiary to enforce any such judgment. 
 (l) the Loan Documents after delivery thereof shall for any reason, except to the extent permitted by the terms thereof, cease to be in full
force and effect and valid, binding and enforceable in accordance with their terms against the Borrower or a Guarantor party thereto or shall be repudiated by any of them, or cease to create a valid and perfected Lien of the priority required
thereby on any of the collateral purported to be covered thereby, except to the extent permitted by the terms of this Agreement, or the Borrower or any Restricted Subsidiary or any of their Affiliates shall so state in writing. 
 (m) a Change in Control shall occur. 
 Section 10.02 Remedies. 
 (a) In the case of an Event of Default other
than one described in Section 10.01(h), Section 10.01(i) or Section 10.01(j), at any time thereafter during the continuance of such Event of Default, the Administrative Agent, at the direction of the Majority Lenders, shall, by notice
to the Borrower, take either or both of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Notes, if any, and the Loans then
outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable,
together with accrued interest thereon and all fees and other obligations of the

  

 83 







 
Borrower and the Guarantors accrued hereunder and under the Loans, the Notes, if any, and the other Loan Documents (including, without limitation, the payment of cash collateral to secure the LC
Exposure as provided in Section 2.08(j)), shall become due and payable immediately, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other notice of any kind, all of which are hereby waived by the
Borrower and each Guarantor; and in case of an Event of Default described in Section 10.01(h), Section 10.01(i) or Section 10.01(j), the Commitments shall automatically terminate and the Notes, if any, and the principal of the Loans
then outstanding, together with accrued interest thereon and all fees and the other obligations of the Borrower and the Guarantors accrued hereunder and under the Loans, the Notes, if any, and the other Loan Documents (including, without limitation,
the payment of cash collateral to secure the LC Exposure as provided in Section 2.08(j)), shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the
Borrower and each Guarantor. 
 (b) In the case of the occurrence of an Event of Default, the Administrative Agent and the
Lenders will have all other rights and remedies available at law and equity. 
 (c) All proceeds realized from the liquidation
or other disposition of collateral or otherwise received after maturity of the Loans, whether by acceleration or otherwise, shall be applied: first, to reimbursement of expenses and indemnities provided for in this Agreement and the Security
Instruments; second, to accrued interest on the Loans; third, to fees; fourth, pro rata to principal outstanding on the Loans and Indebtedness referred to in clause (b) of the definition of “Indebtedness” owing to
a Lender or an Affiliate of a Lender; fifth, to any other Indebtedness; sixth, to serve as cash collateral to be held by the Administrative Agent to secure the LC Exposure; and any excess shall be paid to the Borrower or as otherwise
required by any Governmental Requirement. 
 ARTICLE XI 
 The Agents 
 Section 11.01 Appointment;
Powers. Each of the Lenders and the Issuing Bank hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the
Administrative Agent by the terms hereof and the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. 
 Section 11.02 Duties and Obligations of Administrative Agent. The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without
limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not
have any duty to take any discretionary action or exercise any discretionary powers, except as provided in Section 11.03, and (c) except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall
not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The
Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to

  

 84 







 
the Administrative Agent by the Borrower or a Lender, and shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or
in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or under any other Loan Document or in connection herewith or therewith, (iii) the performance
or observance of any of the covenants, agreements or other terms or conditions set forth herein or in any other Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any
other agreement, instrument or document, (v) the satisfaction of any condition set forth in ARTICLE VI or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or as to those
conditions precedent expressly required to be to the Administrative Agent’s satisfaction, (vi) the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower and its Subsidiaries
or any other obligor or guarantor, or (vii) any failure by the Borrower or any other Person (other than itself) to perform any of its obligations hereunder or under any other Loan Document or the performance or observance of any covenants,
agreements or other terms or conditions set forth herein or therein. 
 Section 11.03 Action by Administrative
Agent. 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 Majority Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 12.02) and in all cases the Administrative Agent shall be fully
justified in failing or refusing to act hereunder or under any other Loan Documents unless it shall (a) receive written instructions from the Majority Lenders or the Lenders, as applicable, (or such other number or percentage of the Lenders as
shall be necessary under the circumstances as provided in Section 12.02) specifying the action to be taken and (b) be indemnified to its satisfaction by the Lenders against any and all liability and expenses which may be incurred by it by
reason of taking or continuing to take any such action. The instructions as aforesaid and any action taken or failure to act pursuant thereto by the Administrative Agent shall be binding on all of the Lenders. If a Default has occurred and is
continuing, then the Administrative Agent shall take such action with respect to such Default as shall be directed by the requisite Lenders in the written instructions (with indemnities) described in this Section 11.03, provided that, unless
and until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default as it shall deem advisable in the
best interests of the Lenders. In no event, however, shall the Administrative Agent be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to this Agreement, the Loan Documents or applicable
law. If a Default has occurred and is continuing, neither any Co-Syndication Agents nor any Co-Documentation Agent shall have any obligation to perform any act in respect thereof. No Agent shall be liable for any action taken or not taken by it with
the consent or at the request of the Majority Lenders or the Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 12.02), and otherwise no Agent shall be liable for any
action taken or not taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith INCLUDING ITS OWN ORDINARY NEGLIGENCE, except
for its own gross negligence or willful misconduct. 
  

 85 







 Section 11.04 Reliance by Administrative Agent. The Administrative Agent shall
be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper
Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon and each of the Borrower, the Lenders and
the Issuing Bank hereby waives the right to dispute the Administrative Agent’s record of such statement, except in the case of gross negligence or willful misconduct by the Administrative Agent. The Administrative Agent may consult with legal
counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The
Agents may deem and treat the payee of the Note, if any, as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof permitted hereunder shall have been filed with the Administrative Agent.

 Section 11.05 Subagents. The Administrative Agent may perform any and all its duties and exercise its rights and
powers by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties.
The exculpatory provisions of the preceding Sections of this ARTICLE XI shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection
with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. 
 Section 11.06 Resignation or Removal of Agents. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06, any Agent may resign at any time by notifying the Lenders, the Issuing Bank
and the Borrower, and any Agent may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right, with the consent of the Borrower, which consent shall not be
unreasonably withheld or delayed, to appoint a successor. If no successor shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation or removal of the retiring Agent,
then the retiring Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Agent, or an Affiliate of any such bank. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and
become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as
those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent’s resignation hereunder, the provisions of this ARTICLE XI and Section 12.03 shall continue in effect for the benefit of such
retiring 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 Agent. 
 Section 11.07 Agents as Lenders. Each bank serving as an Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as
though it were not an Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if it were not an Agent hereunder.

  

 86 







 Section 11.08 No Reliance. Each Lender acknowledges that it has, independently
and without reliance upon the Administrative Agent, any other Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and each other
Loan Document to which it is a party. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent, any other Agent or any other Lender and based on such documents and information as it shall from time
to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document, any related agreement or any document furnished hereunder or thereunder. The Agents shall not be
required to keep themselves informed as to the performance or observance by the Borrower or any of its Subsidiaries of this Agreement, the Loan Documents or any other document referred to or provided for herein or to inspect the Properties or books
of the Borrower or its Subsidiaries. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no Agent or the Arranger shall have any duty or
responsibility to provide any Lender with any credit or other information concerning the affairs, financial condition or business of the Borrower (or any of its Affiliates) which may come into the possession of such Agent or any of its Affiliates.
In this regard, each Lender acknowledges that Vinson & Elkins L.L.P. is acting in this transaction as special counsel to the Administrative Agent only, except to the extent otherwise expressly stated in any legal opinion or any Loan
Document. Each other party hereto will consult with its own legal counsel to the extent that it deems necessary in connection with the Loan Documents and the matters contemplated therein. 
 Section 11.09 Administrative Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Borrower or any of its Subsidiaries, the Administrative Agent (irrespective of whether the principal of any Loan shall then be
due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:

 (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and
all other Indebtedness that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent under Section 12.03) allowed in such judicial
proceeding; and 
 (b) to collect and receive any monies or other property payable or deliverable on any such claims and to
distribute the same; 
  

 87 







 and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any
such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the
Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Section 12.03.

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

 Section 11.10 Authority of Administrative Agent to Release Collateral and Liens. Each Lender and the Issuing Bank
hereby authorizes the Administrative Agent to release any collateral that is permitted to be sold or released pursuant to the terms of the Loan Documents. Each Lender and the Issuing Bank hereby authorizes the Administrative Agent to execute and
deliver to the Borrower, at the Borrower’s sole cost and expense, any and all releases of Liens, termination statements, assignments or other documents reasonably requested by the Borrower in connection with any sale or other disposition of
Property to the extent such sale or other disposition is permitted by the terms of Section 9.13 or is otherwise authorized by the terms of the Loan Documents. 
 Section 11.11 The Arranger, the Co-Syndication Agents and the Co-Documentation Agents. The Arranger, the Co-Syndication Agents 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 XII 
 Miscellaneous 
 Section 12.01 Notices. 
 (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to Section 12.01(b)), all notices and other communications provided for herein
shall be in writing (i) delivered by hand or overnight courier service, mailed by certified or registered mail, (ii) sent by telecopy or (iii) sent by email, as follows: 
 (A) if to the Borrower, to it at 1000 Louisiana, Suite 5600, Houston, Texas 77002, Attention: Mark Mize (Telecopy No.
(832) 204-2832, email mmize@petrohawk.com); with a copy to General Counsel, Attention: David S. Elkouri (Telecopy No. (832) 204-2801, email delkouri@petrohawk.com); with a copy to Hinkle Elkouri Law Firm L.L.C., 8621 E. 21st Street North, Suite 200, Wichita, Kansas 67206-2991, Attention:
Travis L. Counts (Telecopy No. (316) 631-1712, email tcounts@hinklaw.com); 
 (B) if to the
Administrative Agent, to it at 525 Washington Blvd., Loan Servicing – 8th Floor, Jersey City, New Jersey 07310, Attention: Dina Wilson (Telecopy No. (201) 850-4020, email agency.ls.support@americas.bnpparibas.com), with a copy to 1200 Smith Street, Suite 3100, Houston,
Texas 77002, Attention: Donna Verwold (Telecopy No. (713) 659-6915, email donna.verwold@americas.bnpparibas.com); 
  

 88 







 (C) if to the Issuing Bank, to it at 525 Washington Blvd., Jersey City, New Jersey 07310,
Attention: Trade Finance Services/Standby Letters of Credit (Telecopy No. (201) 850-4021, email houtfs_support@us.bnpparibas.com and robert.bruce@americas.bnpparibas.com), with a copy to 1200 Smith Street, Suite 3100, Houston, Texas
77002, Attention: Donna Verwold (Telecopy No. (713) 659-6915, email donna.verwold@americas.bnpparibas.com); and 
 (D) if
to any other Lender, to it at its address (or telecopy number) set forth in its Administrative Questionnaire. 
 (b) Notices and
other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to ARTICLE II,
ARTICLE III, ARTICLE IV and ARTICLE V unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by
electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. 
 (c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party
hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt. 
 Section 12.02 Waivers; Amendments. 
 (a) No failure on the part of the Administrative Agent, the Issuing
Bank or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, any right, power or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the Loan
Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege under any of the Loan Documents preclude any other or further exercise thereof or the exercise of any other right, power or
privilege. The rights and remedies of the Administrative Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of
any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(b), and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of
whether the Administrative Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time. 
 (b) Neither this Agreement nor any provision hereof nor any Security Instrument nor any provision thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the
Majority Lenders or by the Borrower and the Administrative Agent with the consent of the Majority Lenders; provided that no such

  

 89 







 
agreement shall (i) increase the Maximum Credit Amount or Commitment of any Lender without the written consent of such Lender, (ii) increase the Oil and Gas Borrowing Base or increase
the Midstream Component above $300,000,000 without the written consent of each of the Lenders, decrease or maintain the Oil and Gas Borrowing Base without the consent of the Majority Lenders, or modify Section 2.07 without the consent of each
Lender, (iii) reduce the principal amount of the Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any fees payable hereunder, or reduce any other Indebtedness hereunder or under any other Loan Document, without the
written consent of each Lender affected thereby, (iv) postpone the scheduled date of payment or prepayment of the principal amount of the Loan or LC Disbursement, or any interest thereon, or any fees payable hereunder, or any other Indebtedness
hereunder or under any other Loan Document, or reduce the amount of, waive or excuse any such payment, or postpone or extend the Termination Date without the written consent of each Lender affected thereby, (v) change Section 4.01(b) or
Section 4.01(c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (vi) waive or amend Section 3.04(c), Section 6.01, Section 8.14,
Section 10.02(c) or Section 12.14 or change the definition of the terms “Domestic Subsidiary”, “Foreign Subsidiary”, “Material Domestic Subsidiary” or “Subsidiary”, without the written consent of
each Lender, (vii) release any Guarantor (except as set forth in the Guaranty Agreement), release a substantial portion of the collateral (other than as provided in Section 11.10), or reduce the percentage set forth in Section 8.14(a)
to less than 80%, without the written consent of each Lender, or (viii) modify the terms of Section 10.02(c) without the consent of each Lender adversely affected thereby and the consent of each Person that is adversely affected hereby and
a party to a Swap Agreement secured by the Security Instruments which is not a Lender (or an Affiliate of a Lender) at the time of such agreement, or (ix) change (A) any of the provisions of this Section 12.02(b), (B) the
definitions of “Majority Lenders”, “Midstream Component” or “Midstream EBITDA”, or (C) any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights
hereunder or under any other Loan Documents or make any determination or grant any consent hereunder or any other Loan Documents, without the written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise
affect the rights or duties of the Administrative Agent or the Issuing Bank hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Issuing Bank, as the case may be. Notwithstanding the
foregoing, any supplement to Schedule 7.14 (Subsidiaries) shall be effective simply by delivering to the Administrative Agent a supplemental schedule clearly marked as such and, upon receipt, the Administrative Agent will promptly deliver a copy
thereof to the Lenders. 
 Section 12.03 Expenses, Indemnity; Damage Waiver. 
 (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates,
including, without limitation, the reasonable fees, charges and disbursements of counsel and other outside consultants for the Administrative Agent, the reasonable travel, photocopy, mailing, courier, telephone and other similar expenses, including
all Intralinks expenses, and the cost of environmental audits and surveys and appraisals, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration
(both before and after the execution hereof and including advice of counsel to the Administrative Agent as to the rights and duties of the Administrative Agent and the Lenders with respect thereto) of this Agreement and

  

 90 







 
the other Loan Documents and any amendments, modifications or waivers of or consents related to the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby
shall be consummated), (ii) all costs, expenses, Taxes, assessments and other charges incurred by any Agent or any Lender in connection with any filing, registration, recording or perfection of any security interest contemplated by this
Agreement or any Security Instrument or any other document referred to therein, (iii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or
any demand for payment thereunder, (iv) all reasonable out-of-pocket expenses incurred by any Agent, the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for any Agent, the Issuing Bank or any Lender, in
connection with the enforcement or protection of its rights in connection with this Agreement or any other Loan Document, including its rights under this Section 12.03, or in connection with the Loans made or Letters of Credit issued hereunder,
including, without limitation, all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. 
 (b) THE BORROWER SHALL INDEMNIFY EACH AGENT, THE ISSUING BANK, THE ARRANGER AND 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 OTHER LOAN DOCUMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY OR THEREBY, THE
PERFORMANCE BY THE PARTIES HERETO OR THE PARTIES TO ANY OTHER LOAN DOCUMENT OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR THEREUNDER OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR BY ANY OTHER LOAN DOCUMENT, (ii) THE FAILURE OF
THE BORROWER OR ANY RESTRICTED SUBSIDIARY TO COMPLY WITH THE TERMS OF ANY LOAN DOCUMENT, INCLUDING THIS AGREEMENT, OR WITH ANY GOVERNMENTAL REQUIREMENT, (iii) ANY INACCURACY OF ANY REPRESENTATION OR ANY BREACH OF ANY WARRANTY OR COVENANT OF THE
BORROWER OR ANY GUARANTOR SET FORTH IN ANY OF THE LOAN DOCUMENTS OR ANY INSTRUMENTS, DOCUMENTS OR CERTIFICATIONS DELIVERED IN CONNECTION THEREWITH, (iv) ANY LOAN OR LETTER OF CREDIT OR THE USE OF THE PROCEEDS THEREFROM, INCLUDING, WITHOUT
LIMITATION, (A) ANY REFUSAL BY THE ISSUING BANK TO HONOR A DEMAND FOR PAYMENT UNDER A LETTER OF CREDIT IF THE DOCUMENTS PRESENTED IN CONNECTION WITH SUCH DEMAND DO NOT STRICTLY COMPLY WITH THE TERMS OF SUCH LETTER OF CREDIT, OR (B) THE
PAYMENT OF A DRAWING UNDER ANY LETTER OF CREDIT NOTWITHSTANDING THE NON-COMPLIANCE, NON-DELIVERY OR OTHER IMPROPER PRESENTATION OF THE DOCUMENTS PRESENTED IN CONNECTION THEREWITH, (v) ANY OTHER ASPECT OF THE LOAN DOCUMENTS, (vi) THE
OPERATIONS OF THE BUSINESS OF THE BORROWER AND ITS SUBSIDIARIES BY THE BORROWER AND ITS SUBSIDIARIES, (vii) ANY ASSERTION THAT THE

  

 91 







 
LENDERS WERE NOT ENTITLED TO RECEIVE THE PROCEEDS RECEIVED PURSUANT TO THE SECURITY INSTRUMENTS, (viii) ANY ENVIRONMENTAL LAW APPLICABLE TO THE BORROWER OR ANY SUBSIDIARY OR ANY OF THEIR
PROPERTIES, INCLUDING WITHOUT LIMITATION, THE PRESENCE, GENERATION, STORAGE, RELEASE, THREATENED RELEASE, USE, TRANSPORT, DISPOSAL, ARRANGEMENT OF DISPOSAL OR TREATMENT OF OIL, OIL AND GAS WASTES, SOLID WASTES OR HAZARDOUS SUBSTANCES ON ANY OF THEIR
PROPERTIES, (ix) THE BREACH OR NON-COMPLIANCE BY THE BORROWER OR ANY SUBSIDIARY WITH ANY ENVIRONMENTAL LAW APPLICABLE TO THE BORROWER OR ANY SUBSIDIARY, (x) THE PAST OWNERSHIP BY THE BORROWER OR ANY SUBSIDIARY OF ANY OF THEIR PROPERTIES OR
PAST ACTIVITY ON ANY OF THEIR PROPERTIES WHICH, THOUGH LAWFUL AND FULLY PERMISSIBLE AT THE TIME, COULD RESULT IN PRESENT LIABILITY, (xi) THE PRESENCE, USE, RELEASE, STORAGE, TREATMENT, DISPOSAL, GENERATION, THREATENED RELEASE, TRANSPORT,
ARRANGEMENT FOR TRANSPORT OR ARRANGEMENT FOR DISPOSAL OF OIL, OIL AND GAS WASTES, SOLID WASTES OR HAZARDOUS SUBSTANCES ON OR AT ANY OF THE PROPERTIES OWNED OR OPERATED BY THE BORROWER OR ANY SUBSIDIARY OR ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OF
HAZARDOUS MATERIALS ON OR FROM ANY PROPERTY OWNED OR OPERATED BY THE BORROWER OR ANY OF ITS SUBSIDIARIES, (xii) ANY ENVIRONMENTAL LIABILITY RELATED IN ANY WAY TO THE BORROWER OR ANY OF ITS SUBSIDIARIES, OR (xiii) ANY OTHER ENVIRONMENTAL,
HEALTH OR SAFETY CONDITION IN CONNECTION WITH THE LOAN DOCUMENTS, OR (xiv) ANY ACTUAL OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING THAT MAY BE BROUGHT BY THE BORROWER, ANY GUARANTOR, ANY OF
THEIR RESPECTIVE AFFILIATES OR ANY OTHER PERSON OR ENTITY, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO, AND SUCH INDEMNITY SHALL EXTEND TO EACH INDEMNITEE NOTWITHSTANDING THE SOLE
OR CONCURRENT NEGLIGENCE OF EVERY KIND OR CHARACTER WHATSOEVER, WHETHER ACTIVE OR PASSIVE, WHETHER AN AFFIRMATIVE ACT OR AN OMISSION, INCLUDING WITHOUT LIMITATION, ALL TYPES OF NEGLIGENT CONDUCT IDENTIFIED IN THE RESTATEMENT (SECOND) OF TORTS OF ONE
OR MORE OF THE INDEMNITEES OR BY REASON OF STRICT LIABILITY IMPOSED WITHOUT FAULT ON ANY ONE OR MORE OF THE INDEMNITEES; PROVIDED THAT SUCH INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE TO THE EXTENT THAT SUCH LOSSES, CLAIMS, DAMAGES,
LIABILITIES OR RELATED EXPENSES ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT TO HAVE RESULTED FROM THE GROSS NEGLIGENCE OR WILFUL 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 the Issuing Bank under
Section 12.03(a) or (b), each Lender severally agrees to pay to such Agent or the Issuing Bank, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity
payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent or the Issuing Bank in its capacity
as such. 
  

 92 







 (d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby
waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other
Loan Document or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. 
 (e) All amounts due under this Section 12.03 shall be payable not later than 5 days after written demand therefor. 
 Section 12.04 Successors and Assigns. 
 (a) The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), except that (i) the
Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and
(ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 12.04. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the
parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in Section 12.04(c)) and, to the extent expressly
contemplated hereby, the Related Parties of each of the Administrative Agent, the Issuing Bank and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. 
 (b) (i) Subject to the conditions set forth in Section 12.04(b)(ii), any Lender may assign to one or more assignees all or a portion of
its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) 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 
 (B) the Administrative
Agent, provided that no consent of the Administrative Agent shall be required for an assignment to an assignee that is a Lender immediately prior to giving effect to such assignment. 
 (ii) Assignments shall be subject to the following additional conditions: 
 (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the
assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect

  

 93 







 
to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, provided that no such
consent of the Borrower shall be required if an Event of Default has occurred and is continuing; 
 (B) each partial assignment
shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement; 
 (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and 
 (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. 
 (iii) Subject to Section 12.04(b)(iv) and the acceptance and recording thereof, from and after the effective date specified in each
Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender
thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights
and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 5.01, Section 5.02, Section 5.03 and Section 12.03). Any assignment or transfer by a
Lender of rights or obligations under this Agreement that does not comply with this Section 12.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with
Section 12.04(c). 
 (iv) The Administrative Agent, acting 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 Maximum Credit Amount of, and principal amount of the Loans and LC Disbursements owing
to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent, the Issuing Bank and the Lenders may treat each Person
whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, the Issuing Bank
and any Lender, at any reasonable time and from time to time upon reasonable prior notice. In connection with any changes to the Register, if necessary, the Administrative Agent will reflect the revisions on Annex I and forward a copy of such
revised Annex I to the Borrower, the Issuing Bank and each Lender. 
 (v) Upon its receipt of a duly completed Assignment and
Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in Section 12.04(b)
and any written consent to such assignment required by Section 12.04(b), the Administrative Agent shall accept such Assignment and

  

 94 







 
Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in
this Section 12.04(b). 
 (c) (i) Any Lender may, without the consent of the Borrower, the Administrative Agent or the
Issuing Bank, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the
Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and
(C) the Borrower, the Administrative Agent, the Issuing Bank and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or
instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided
that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the proviso to Section 12.02 that affects such Participant. In addition
such agreement must provide that the Participant be bound by the provisions of Section 12.03. Subject to
 Section 12.04(c)(ii), the Borrower agrees that each Participant shall be entitled to the benefits of Section 5.01,
Section 5.02 and Section 5.03 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 12.04(b). To the extent permitted by law, each Participant also shall be entitled to the benefits
of Section 12.08 as though it were a Lender, provided such Participant agrees to be subject to Section 4.01(c) as though it were a Lender. 
 (ii) A Participant shall not be entitled to receive any greater payment under Section 5.01 or Section 5.03 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. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the
benefits of Section 5.03 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 5.03(e) as though it were a Lender. 
 (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 12.04(d) shall not apply to any such pledge or assignment of a security interest; provided
that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. 
 (e) Notwithstanding any other provisions of this Section 12.04, no transfer or assignment of the interests or obligations of any Lender
or any grant of participations therein shall be permitted if such transfer, assignment or grant would require the Borrower and the Guarantors to file a registration statement with the SEC or to qualify the Loans under the “Blue Sky” laws
of any state. 
  

 95 







 Section 12.05 Survival; Revival; Reinstatement. 
 (a) All covenants, agreements, representations and warranties made by the Borrower herein and in the certificates or other instruments
delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of any Loans
and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, the Issuing Bank or any Lender may have had notice or knowledge of any Default or
incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this
Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The provisions of Section 5.01, Section 5.02, Section 5.03 and Section 12.03 and ARTICLE XI
shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of
this Agreement, any other Loan Document or any provision hereof or thereof. 
 (b) To the extent that any payments on the
Indebtedness or proceeds of any collateral are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, debtor in possession, receiver or other Person under any bankruptcy law, common law
or equitable cause, then to such extent, the Indebtedness so satisfied shall be revived and continue as if such payment or proceeds had not been received and the Administrative Agent’s and the Lenders’ Liens, security interests, rights,
powers and remedies under this Agreement and each Loan Document shall continue in full force and effect. In such event, each Loan Document shall be automatically reinstated and the Borrower shall take such action as may be reasonably requested by
the Administrative Agent and the Lenders to effect such reinstatement. 
 Section 12.06 Counterparts; Integration;
Effectiveness. 
 (a) This Agreement may be executed in counterparts (and by different parties hereto on different
counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. 
 (b) This Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and thereof and
supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof and thereof. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES HERETO AND THERETO AND
MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. 
  


 96 







 (c) Except as provided in Section 6.01, this Agreement shall become effective when it
shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon
and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopy shall be effective as delivery of a manually executed counterpart of
this Agreement. 
 Section 12.07 Severability. Any provision of this Agreement or any other Loan Document held to be
invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining
provisions hereof or thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. 
 Section 12.08 Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to
the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations (of whatsoever kind, including, without limitations obligations under
Swap Agreements) at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower or any Restricted Subsidiary against any of and all the obligations of the Borrower or any Restricted Subsidiary owed to such Lender
now or hereafter existing under this Agreement or any other Loan Document, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations may be unmatured. The
rights of each Lender under this Section 12.08 are in addition to other rights and remedies (including other rights of setoff) which such Lender or its Affiliates may have. 
 Section 12.09 GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS. 
 (a) THIS AGREEMENT AND THE NOTES, IF ANY, 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, THE LOANS OR THE NOTES, IF ANY. 
 (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THE LOAN DOCUMENTS SHALL BE BROUGHT IN THE COURTS OF THE STATE OF TEXAS OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF TEXAS,

  

 97 







 
AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY HEREBY ACCEPTS FOR ITSELF AND (TO THE EXTENT PERMITTED BY LAW) IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE
JURISDICTION OF THE AFORESAID COURTS. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS. THIS SUBMISSION TO JURISDICTION IS NON-EXCLUSIVE AND DOES NOT PRECLUDE A PARTY FROM OBTAINING JURISDICTION OVER ANOTHER PARTY IN ANY COURT OTHERWISE HAVING JURISDICTION.

 (c) EACH PARTY IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR
PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO IT AT THE ADDRESS SPECIFIED IN SECTION 12.01 OR SUCH OTHER ADDRESS AS IS SPECIFIED PURSUANT TO SECTION 12.01 (OR ITS ASSIGNMENT AND ASSUMPTION), SUCH
SERVICE TO BECOME EFFECTIVE THIRTY (30) DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF A PARTY OR ANY HOLDER OF ANY NOTE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE
PROCEED AGAINST ANOTHER PARTY IN ANY OTHER JURISDICTION. 
 (d) EACH PARTY HEREBY (i) IRREVOCABLY AND UNCONDITIONALLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN; (ii) IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT NOT
PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES; (iii) CERTIFIES THAT NO PARTY HERETO NOR
ANY REPRESENTATIVE OR AGENT OF COUNSEL FOR ANY PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, OR IMPLIED THAT SUCH PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS, AND (iv) ACKNOWLEDGES THAT IT HAS BEEN
INDUCED TO ENTER INTO THIS AGREEMENT, THE LOAN DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 12.09. 
 Section 12.10 Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference
only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement. 
  

 98 







 Section 12.11 Confidentiality. Each of the Administrative Agent, the Issuing
Bank and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants,
legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent
requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement or any other Loan Document, (e) in connection
with the exercise of any remedies hereunder or under any other Loan Document or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an
agreement containing provisions substantially the same as those of this Section 12.11, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or
(ii) any actual or prospective counterparty (or its advisors) to any Swap Agreement relating to the Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly
available other than as a result of a breach of this Section 12.11 or (ii) becomes available to the Administrative Agent, the Issuing Bank or any Lender on a nonconfidential basis from a source other than the Borrower. For the purposes of
this Section 12.11, “Information” means all information received from the Borrower or any Restricted Subsidiary relating to the Borrower or any Restricted Subsidiary and their businesses, other than any such information that is
available to the Administrative Agent, the Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by the Borrower or a Restricted Subsidiary; provided that, in the case of information received from the Borrower or any Restricted
Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section 12.11 shall be considered to have
complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. 
 Section 12.12 Interest Rate Limitation. It is the intention of the parties hereto that each Lender shall conform strictly to
usury laws applicable to it. Accordingly, if the transactions contemplated hereby would be usurious as to any Lender under laws applicable to it (including the laws of the United States of America and 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 any of the Loan Documents or any agreement entered into in connection
with or as security for the Loans, 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
any of the Loan Documents or agreements or otherwise in connection with the Loans shall under no circumstances exceed the maximum amount allowed by such applicable law, and any excess shall be canceled automatically and if theretofore paid shall be
credited by such Lender on the principal amount of the Indebtedness (or, to the extent that the principal amount of the Indebtedness shall have been or would thereby be paid in full, refunded by such Lender to the Borrower); and (ii) in the
event that the maturity of the Loans is accelerated by reason of an election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such
consideration that constitutes interest under law applicable to any Lender may never include more than the maximum amount allowed by such applicable law, and excess interest, if any, provided for in this Agreement or otherwise shall be canceled
automatically by such Lender as of

  

 99 







 
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 12.12 and
(ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to such Lender would be less than the amount of interest payable to such Lender computed at the Highest Lawful Rate applicable to such
Lender, then the amount of interest payable to such Lender in respect of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate applicable to such Lender until the total amount of interest payable to
such Lender shall equal the total amount of interest which would have been payable to such Lender if the total amount of interest had been computed without giving effect to this Section 12.12. To the extent that Chapter 303 of the Texas Finance
Code is relevant for the purpose of determining the Highest Lawful Rate applicable to a Lender, such Lender elects to determine the applicable rate ceiling under such Chapter by the weekly ceiling from time to time in effect. Chapter 346 of the
Texas Finance Code does not apply to the Borrower’s obligations hereunder. 
 Section 12.13 EXCULPATION
PROVISIONS. EACH OF THE PARTIES HERETO SPECIFICALLY AGREES THAT IT HAS A DUTY TO READ THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND AGREES THAT IT IS CHARGED WITH NOTICE AND KNOWLEDGE OF THE TERMS OF THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS; THAT IT HAS IN FACT READ THIS AGREEMENT AND IS FULLY INFORMED AND HAS FULL NOTICE AND KNOWLEDGE OF THE TERMS, CONDITIONS AND EFFECTS OF THIS AGREEMENT; THAT IT HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL OF ITS CHOICE THROUGHOUT THE
NEGOTIATIONS PRECEDING ITS EXECUTION OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS; AND HAS RECEIVED THE ADVICE OF ITS ATTORNEY IN ENTERING INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS; AND THAT IT RECOGNIZES THAT CERTAIN OF THE TERMS OF THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS RESULT IN ONE PARTY ASSUMING THE LIABILITY INHERENT IN SOME ASPECTS OF THE TRANSACTION AND RELIEVING THE OTHER PARTY OF ITS RESPONSIBILITY FOR SUCH LIABILITY. EACH PARTY HERETO AGREES AND COVENANTS THAT IT WILL
NOT CONTEST THE VALIDITY OR ENFORCEABILITY OF ANY EXCULPATORY PROVISION OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS ON THE BASIS THAT THE PARTY HAD NO NOTICE OR KNOWLEDGE OF SUCH PROVISION OR THAT THE PROVISION IS NOT “CONSPICUOUS.”

 Section 12.14 Collateral Matters; Swap Agreements. The benefit of the Security Instruments and of the provisions
of this Agreement relating to any collateral securing the Indebtedness shall also extend to and be available on a pro rata basis to any Person under any Swap Agreement between the Borrower or any Restricted Subsidiary and such Person if either

  

 100 







 
(a) at the time such Swap Agreement was entered into, such Person was a Lender or Affiliate of a Lender hereunder or (b) such Swap Agreement was in effect on the Effective Date and such
Person or its Affiliate was a Lender on the Effective Date, in each case, after giving effect to all netting arrangements relating to such Swap Agreements. Except as set forth in Section 12.02(b)(viii), no Person shall have any voting rights
under any Loan Document as a result of the existence of obligations owed to it under any such Swap Agreements. 
 Section 12.15 No Third Party Beneficiaries. This Agreement, the other Loan Documents, and the agreement of the Lenders to make Loans and the Issuing Bank to issue, amend, renew or extend Letters of Credit hereunder are solely
for the benefit of the Borrower, and no other Person (including, without limitation, any Subsidiary of the Borrower, any obligor, contractor, subcontractor, supplier or materialsman) shall have any rights, claims, remedies or privileges hereunder or
under any other Loan Document against the Administrative Agent, any other Agent, the Issuing Bank or any Lender for any reason whatsoever. There are no third party beneficiaries. 
 Section 12.16 USA Patriot Act Notice. Each Lender hereby notifies the Borrower that pursuant to the requirements of the USA
Patriot Act (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. 
 SIGNATURES
BEGIN NEXT PAGE 
  

 101 







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

									
	BORROWER:	 		 	PETROHAWK ENERGY CORPORATION
					
		 		 		 	By:	 	/s/    DAVID S.
ELKOURI        
		 		 		 		 	David S. Elkouri
		 		 		 		 	 Executive Vice President – General Counsel
 and Secretary


 Signature Page to Fourth Amended and Restated 
 Senior Revolving Credit Agreement - Page 1 







									
	ADMINISTRATIVE AGENT:	 		 	BNP PARIBAS,
		 		 	as Administrative Agent
					
		 		 		 	By:	 	/s/    EDWARD
PAK        
		 		 		 		 	Edward Pak
		 		 		 		 	Vice President
					
		 		 		 	By:	 	/s/    JUAN CARLOS
SANDOVAL        
		 		 		 		 	Juan Carlos Sandoval
		 		 		 		 	Vice President
			
	CO-SYNDICATION AGENT:	 		 	BANK OF AMERICA, N.A., as Co-Syndication Agent
					
		 		 		 	By:	 	/s/    SANDRA M.
SERIE        
		 		 		 	Name:	 	Sandra M. Serie
		 		 		 	Title:	 	Vice President
			
	CO-SYNDICATION AGENT:	 		 	BANK OF MONTREAL, as Co-Syndication Agent
					
		 		 		 	By:	 	/s/    JAMES V.
DUCOTE        
		 		 		 	Name:	 	James V. Ducote
		 		 		 	Title:	 	Director
			
	CO-DOCUMENTATION AGENT:	 		 	JPMORGAN CHASE BANK, N.A., as Co- Documentation Agent
					
		 		 		 	By:	 	/s/    RONALD
DIERKER        
		 		 		 	Name:	 	Ronald Dierker
		 		 		 	Title:	 	Senior Vice President
			
	CO-DOCUMENTATION AGENT:	 		 	 WELLS FARGO BANK, N.A., as
 Co-Documentation Agent

					
		 		 		 	By:	 	/s/    SCOTT
HODGES        
		 		 		 	Name:	 	Scott Hodges
		 		 		 	Title:	 	Vice President

 Signature Page to Fourth Amended and Restated 
 Senior Revolving Credit Agreement - Page 2 







									
	LENDERS:	 		 	BNP PARIBAS
					
		 		 		 	By:	 	/s/    EDWARD
PAK        
		 		 		 		 	Edward Pak
		 		 		 		 	Vice President
					
		 		 		 	By:	 	/s/    JUAN CARLOS
SANDOVAL        
		 		 		 		 	Juan Carlos Sandoval
		 		 		 		 	Vice President

 Signature Page to Fourth Amended and Restated 
 Senior Revolving Credit Agreement - Page 3 







			
	BANK OF AMERICA, N.A.
		
	By:	 	/s/    SANDRA M.
SERIE        
	Name:	 	Sandra M. Serie
	Title:	 	Vice President


 Signature Page to Fourth Amended and Restated 
 Senior Revolving Credit Agreement - Page 4 







			
	BANK OF MONTREAL
		
	By:	 	/s/    JAMES V.
DUCOTE        
	Name:	 	James V. Ducote
	Title:	 	Director


 Signature Page to Fourth Amended and Restated 
 Senior Revolving Credit Agreement - Page 5 







			
	JPMORGAN CHASE BANK, N.A.
		
	By:	 	/s/    MICHAEL A. KAMAUF        

	Name:	 	Michael A. Kamauf
	Title:	 	Vice President


 Signature Page to Fourth Amended and Restated 
 Senior Revolving Credit Agreement - Page 6 







			
	WELLS FARGO BANK, N.A.
		
	By:	 	/s/    SCOTT
HODGES        
	Name:	 	Scott Hodges
	Title:	 	Vice President


 Signature Page to Fourth Amended and Restated 
 Senior Revolving Credit Agreement - Page 7 







			
	ROYAL BANK OF CANADA
		
	By:	 	/s/    JAY T.
SARTAIN        
	Name:	 	Jay T. Sartain
	Title:	 	Authorized Signatory


 Signature Page to Fourth Amended and Restated 
 Senior Revolving Credit Agreement - Page 8 







			
	BARCLAYS BANK PLC
		
	By:	 	/s/    SAM YOO        
	Name:	 	SAM YOO
	Title:	 	ASSISTANT VICE PRESIDENT


 Signature Page to Fourth Amended and Restated 
 Senior Revolving Credit Agreement - Page 9 







			
	CALYON NEW YORK BRANCH
		
	By:	 	/s/    SHARADA
MANNE        
	Name:	 	Sharada Manne
	Title:	 	Director
		
	By:	 	/s/    MARK
ROCHE        
	Name:	 	Mark Roche
	Title:	 	Managing Director


 Signature Page to Fourth Amended and Restated 
 Senior Revolving Credit Agreement - Page 10 







			
	CREDIT SUISSE, CAYMAN ISLANDS BRANCH
		
	By:	 	/s/    MIKHAIL FAYBUSOVICH        

	Name:	 	Mikhail Faybusovich
	Title:	 	Vice President
		
	By:	 	/s/    KEVIN
BUDDHDEW        
	Name:	 	Kevin Buddhdew
	Title:	 	Associate


 Signature Page to Fourth Amended and Restated 
 Senior Revolving Credit Agreement - Page 11 







			
	MORGAN STANLEY BANK, N.A.
		
	By:	 	/s/    MELISSA
JAMES        
	Name:	 	Melissa James
	Title:	 	Authorized Signatory


  
 Signature
Page to Fourth Amended and Restated 
 Senior Revolving Credit Agreement - Page 12 







			
	CAPITAL ONE, N.A.
		
	By:	 	/s/    SCOTT L.
JOYCE        
	Name:	 	Scott L. Joyce
	Title:	 	Senior Vice President


  
 Signature
Page to Fourth Amended and Restated 
 Senior Revolving Credit Agreement - Page 13 







			
	MORGAN STANLEY SENIOR FUNDING, INC.
		
	By:	 	/s/    RYAN
VETSCH        
	Name:	 	Ryan Vetsch
	Title:	 	Vice President


  
 Signature
Page to Fourth Amended and Restated 
 Senior Revolving Credit Agreement - Page 14 







			
	CITIBANK, N.A.
		
	By:	 	/s/    TODD J.
MOGIL        
	Name:	 	Todd J. Mogil
	Title:	 	Vice President


  
 Signature
Page to Fourth Amended and Restated 
 Senior Revolving Credit Agreement - Page 15 







			
	AMEGY BANK NATIONAL ASSOCIATION
		
	By:	 	/s/    REID
SPRINGMEYER        
		 	Reid Springmeyer
		 	Assistant Vice President


  
 Signature
Page to Fourth Amended and Restated 
 Senior Revolving Credit Agreement - Page 16 







			
	NATIXIS
		
	By:	 	/s/    DONOVAN C. BROUSSARD        

		 	Donovan C. Broussard
		 	Managing Director
		
	By:	 	/s/    LIANA TCHERNYSHEVA        

		 	Liana Tchernysheva
		 	Director


 Signature Page to Fourth Amended and Restated 
 Senior Revolving Credit Agreement - Page 17 







			
	BANK OF TEXAS, N.A.
		
	By:	 	/s/    MARI
SALAZAR        
	Name:	 	Mari Salazar
	Title:	 	Vice President


 Signature Page to Fourth Amended and Restated 
 Senior Revolving Credit Agreement - Page 18 







			
	ALLIED IRISH BANKS P.L.C.
		
	By:	 	/s/    MARK
CONNELLY        
	Name:	 	Mark Connelly
	Title:	 	Senior Vice President
		
	By:	 	/s/    JAMES
GIORDANO        
	Name:	 	James Giordano
	Title:	 	Assistant Vice President


 Signature Page to Fourth Amended and Restated 
 Senior Revolving Credit Agreement - Page 19 







			
	MIZUHO CORPORATE BANK, LTD.
		
	By:	 	/s/    LEON
MO        
	Name:	 	Leon Mo
	Title:	 	Authorized Signatory


 Signature Page to Fourth Amended and Restated 
 Senior Revolving Credit Agreement - Page 20 






 The following are executing this Agreement as Exiting Banks for purposes of
Section 4.06 only: 
  

									
	EXITING LENDERS:	 		 	U.S. BANK NATIONAL ASSOCIATION
					
		 		 		 	By:	 	/s/    HEATHER A.
HAN        
		 		 		 	Name:	 	Heather A. Han
		 		 		 	Title:	 	Vice President
			
		 		 	MERRILL LYNCH COMMERCIAL FINANCE CORP.
					
		 		 		 	By:	 	/s/    JEFFREY H. RATHKAMP        

		 		 		 	Name:	 	Jeffrey H. Rathkamp
		 		 		 	Title:	 	Managing Director
			
		 		 	FORTIS CAPITAL CORP.
					
		 		 		 	By:	 	/s/    JOHAN
RUTSAERT        
		 		 		 	Name:	 	Johan Rutsaert
		 		 		 	Title:	 	Director
			
		 		 	UNION BANK OF CALIFORNIA, N.A.
					
		 		 		 	By:	 	/s/    SCOTT
GILDEA        
		 		 		 	Name:	 	Scott Gildea
		 		 		 	Title:	 	Vice President
			
		 		 	COMPASS BANK
					
		 		 		 	By:	 	/s/    DOROTHY
MARCHAND        
		 		 		 	Name:	 	Dorothy Marchand
		 		 		 	Title:	 	Senior Vice President

 Signature Page to Fourth Amended and Restated 
 Senior Revolving Credit Agreement - Page 21 







			
	STERLING BANK
		
	By:	 	/s/    RYAN K.
MICHAEL        
	Name:	 	Ryan K. Michael
	Title:	 	Vice President
	
	GENERAL ELECTRIC CAPITAL CORPORATION
		
	By:	 	/s/    RANDALL F. HORNICK        

	Name:	 	Randall F. Hornick
	Title:	 	Authorized Signatory


 Signature Page to Fourth Amended and Restated 
 Senior Revolving Credit Agreement - Page 22 






 ANNEX I 
 LIST OF MAXIMUM CREDIT AMOUNTS 
 Aggregate Maximum Credit Amounts 
  

							
	 Name of Lender
	  	Applicable Percentage	 	 	Maximum
Credit Amount
	 BNP Paribas
	  	10.0000	% 	 	$	200,000,000
	 Bank of America, N.A.
	  	8.3333	% 	 	$	166,666,667
	 Bank of Montreal
	  	8.3333	% 	 	$	166,666,667
	 JPMorgan Chase Bank, N.A.
	  	8.3333	% 	 	$	166,666,667
	 Wells Fargo Bank, N.A.
	  	8.3333	% 	 	$	166,666,667
	 Royal Bank of Canada
	  	8.3333	% 	 	$	166,666,667
	 Barclays Bank PLC
	  	8.3333	% 	 	$	166,666,667
	 Calyon New York Branch
	  	6.3333	% 	 	$	126,666,667
	 Credit Suisse, Cayman Islands Branch
	  	6.3333	% 	 	$	126,666,667
	 Morgan Stanley Bank, N.A.
	  	5.0000	% 	 	$	100,000,000
	 Capital One, N.A.
	  	4.6667	% 	 	$	93,333,333
	 Morgan Stanley Senior Funding, Inc.
	  	3.3333	% 	 	$	66,666,667
	 Citibank, N.A.
	  	2.6667	% 	 	$	53,333,333
	 Amegy Bank National Association
	  	2.6667	% 	 	$	53,333,333
	 Natixis
	  	2.3667	% 	 	$	47,333,333
	 Bank of Texas, N.A.
	  	2.3333	% 	 	$	46,666,667
	 Allied Irish Banks P.L.C.
	  	2.3000	% 	 	$	46,000,000
	 Mizuho Corporate Bank, Ltd.
	  	2.0000	% 	 	$	40,000,000
	 TOTAL
	  	100.00	% 	 	$	2,000,000,000

  

 Annex I - 1 







 EXHIBIT A 
 FORM OF NOTE 
  

			
	 $[            ]
	  	[            ], 20__

 FOR VALUE RECEIVED, Petrohawk Energy Corporation, a Delaware corporation (the
“Borrower”) hereby promises to pay to the order of [            ] (the “Lender”), at the principal office of BNP Paribas, as administrative agent (the
“Administrative Agent”), at [            ], the principal sum of [            ] Dollars
($[            ]) (or such lesser amount as shall equal the aggregate unpaid principal amount of the Loans made by the Lender to the Borrower under the Credit Agreement, as hereinafter
defined), in lawful money of the United States of America and in immediately available funds, on the dates and in the principal amounts provided in the Credit Agreement, and to pay interest on the unpaid principal amount of each such Loan, at such
office, in like money and funds, for the period commencing on the date of such Loan until such Loan shall be paid in full, at the rates per annum and on the dates provided in the Credit Agreement. 
 The date, amount, Type, interest rate, Interest Period and maturity of each Loan made by the Lender to the Borrower, and each payment made
on account of the principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Note, may be endorsed by the Lender on the schedules attached hereto or any continuation thereof or on any separate record
maintained by the Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of
this Note. 
 This Note is one of the Notes referred to in the Fourth Amended and Restated Senior Revolving Credit Agreement
dated as of October 14, 2009 among the Borrower, the Administrative Agent, and the other agents and lenders signatory thereto (including the Lender), and evidences Loans made by the Lender thereunder (such Fourth Amended and Restated Senior
Revolving Credit Agreement as the same may be amended, supplemented or restated from time to time, the “Credit Agreement”). Capitalized terms used in this Note have the respective meanings assigned to them in the Credit Agreement.

 This Note is issued pursuant to the Credit Agreement and is entitled to the benefits provided for in the Credit Agreement and
the other Loan Documents. The Credit Agreement provides for the acceleration of the maturity of this Note upon the occurrence of certain events, for prepayments of Loans upon the terms and conditions specified therein and other provisions relevant
to this Note. 
 THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS. 

 

			
	PETROHAWK ENERGY CORPORATION
		
	By:	 	 
	Name:	 	 
	Title:	 	 


  

 Exhibit A - 1 







 EXHIBIT B 
 FORM OF BORROWING REQUEST 
 [                    ], 20[    ] 
 PETROHAWK ENERGY CORPORATION, a Delaware corporation (the “Borrower”), pursuant to Section 2.03 of the Fourth Amended and Restated Senior Revolving Credit Agreement dated as of
October 14, 2009 (together with all amendments, restatements, supplements or other modifications thereto, the “Credit Agreement”) among the Borrower, BNP Paribas, as Administrative Agent and the other agents and lenders (the
“Lenders”) which are or become parties thereto (unless otherwise defined herein, each capitalized term used herein is defined in the Credit Agreement), hereby requests a Borrowing as follows: 
 (i) Aggregate amount of the requested Borrowing is
$[                    ]; 
 (ii) Date of such Borrowing is [                    ], 200[    ]; 
 (iii) Requested Borrowing is to be [an ABR Borrowing] [a Eurodollar Borrowing]; 
 (iv) In the case of a Eurodollar Borrowing, the initial Interest Period applicable thereto is
[                    ]; 
 (v) Amount of Borrowing Base in effect on the date hereof is $[                    ]; 
 (vi) Amount of Oil and Gas Borrowing Base in effect on the date hereof is
$[                    ]; 
 (vii) Total Revolving Credit Exposures on the date hereof (i.e., outstanding principal amount of Loans and total LC Exposure) is
$[                    ]; and 
 (viii) Pro forma total Revolving Credit Exposures (giving effect to the requested Borrowing) is $[                    ]; and

 (ix) Location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the
requirements of Section 2.05 of the Credit Agreement, is as follows: 
 [                                       
     ] 
 [                                       
     ] 
 [                                       
     ] 
 [                                       
     ] 
 [                                       
     ] 
  

 Exhibit B - 1 







 The undersigned certifies that he/she is the
[                    ] of the Borrower, and that as such he/she is authorized to execute this certificate on behalf of the Borrower. The undersigned
further certifies, represents and warrants on behalf of the Borrower that the Borrower is entitled to receive the requested Borrowing under the terms and conditions of the Credit Agreement. 
  

			
	PETROHAWK ENERGY CORPORATION
		
	By:	 	 
	Name:	 	 
	Title:	 	 


  

 Exhibit B - 2 







 EXHIBIT C 
 FORM OF INTEREST ELECTION REQUEST 
 [                    ], 20[    ] 
 PETROHAWK ENERGY CORPORATION, a Delaware corporation (the “Borrower”), pursuant to Section 2.04 of the Fourth Amended and Restated Senior Revolving Credit Agreement dated as of
October 14, 2009 (together with all amendments, restatements, supplements or other modifications thereto, the “Credit Agreement”) among the Borrower, BNP Paribas, as Administrative Agent and the other agents and lenders (the
“Lenders”) which are or become parties thereto (unless otherwise defined herein, each capitalized term used herein is defined in the Credit Agreement), hereby makes an Interest Election Request as follows: 
 (i) The Borrowing to which this Interest Election Request applies, and if different options are being elected with respect to different
portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information specified pursuant to (iii) and (iv) below shall be specified for each resulting Borrowing) is
[                    ]; 
 (ii) The effective date of the election made pursuant to this Interest Election Request is [                    ],
200[    ];[and] 
 (iii) The resulting Borrowing is to be [an ABR Borrowing] [a Eurodollar Borrowing][; and]

 [(iv) [If the resulting Borrowing is a Eurodollar Borrowing] The Interest Period applicable to the resulting Borrowing after
giving effect to such election is [                    ]]. 
 The undersigned certifies that he/she is the [                    ] of the Borrower, and that as such
he/she is authorized to execute this certificate on behalf of the Borrower. The undersigned further certifies, represents and warrants on behalf of the Borrower that the Borrower is entitled to receive the requested continuation or conversion under
the terms and conditions of the Credit Agreement. 
  

			
	PETROHAWK ENERGY CORPORATION
		
	By:	 	 
	Name:	 	 
	Title:	 	 


  

 Exhibit C - 1 







 EXHIBIT D 
 FORM OF 
 COMPLIANCE CERTIFICATE 
 The undersigned hereby certifies that he/she is the [            ] of PETROHAWK
ENERGY CORPORATION, a Delaware corporation (the “Borrower”), and that as such he/she is authorized to execute this certificate on behalf of the Borrower. With reference to the Fourth Amended and Restated Senior Revolving Credit
Agreement dated as of October 14, 2009 (together with all amendments, restatements, supplements or other modifications thereto being the “Agreement”) among the Borrower, BNP Paribas, as Administrative Agent, and the other
agents and lenders (the “Lenders”) which are or become a party thereto, and such Lenders, the undersigned represents and warrants as follows (each capitalized term used herein having the same meaning given to it in the Agreement
unless otherwise specified): 
 (a) The representations and warranties of the Borrower contained in Article VII of the Agreement
and in the Loan Documents and otherwise made in writing by or on behalf of the Borrower pursuant to the Agreement and the Loan Documents were true and correct when made, and are repeated at and as of the time of delivery hereof and are true and
correct in all material respects at and as of the time of delivery hereof, except to the extent such representations and warranties are expressly limited to an earlier date or the Majority Lenders have expressly consented in writing to the contrary.

 (b) The Borrower has performed and complied with all agreements and conditions contained in the Agreement and in the Loan
Documents required to be performed or complied with by it prior to or at the time of delivery hereof [or specify default and describe]. 
 (c) Since December 31, 2008, no change has occurred, either in any case or in the aggregate, in the condition, financial or otherwise, of the Borrower or any Restricted Subsidiary which could
reasonably be expected to have a Material Adverse Effect [or specify event]. 
 (d) There exists no Default or Event of Default
[or specify Default and describe]. 
 (e) Attached hereto are the detailed computations necessary to determine whether the
Borrower is in compliance with Section 9.01 as of the end of the [fiscal quarter][fiscal year] ending [            ]. 
 EXECUTED AND DELIVERED this [            ] day of
[            ]. 
  

			
	PETROHAWK ENERGY CORPORATION
		
	By:	 	 
	Name:	 	 
	Title:	 	 


  

 Exhibit D - 1 







 EXHIBIT E 
 FORM OF LEGAL OPINION OF HINKLE ELKOURI LAW FIRM L.L.C. 
 October 14, 2009 

BNP PARIBAS, as Administrative Agent 
 and each
of the Agents and Lenders party to the 
 herein described Loan Agreements 
  

	 	Re:	Fourth Amended and Restated Senior Revolving Credit Agreement (the “Credit Agreement”) dated as of October 14, 2009 among PETROHAWK ENERGY
CORPORATION, as Borrower, each of the Agents and Lenders from time to time party thereto and BNP Paribas, as administrative agent for the Lenders (in such capacity under the Credit Agreement, the “Administrative Agent”).


 Ladies and Gentlemen: 
 We have acted as special counsel for Petrohawk Energy Corporation, a Delaware corporation (the “Borrower”), Petrohawk Operating Company, a Texas corporation (“Petrohawk
Operating”), P-H Energy, LLC, a Texas limited liability company (“P-H Energy”), Petrohawk Holdings, LLC, a Delaware limited liability company (“Petrohawk Holdings”), Petrohawk Properties, LP, a Texas
limited partnership (“Petrohawk Properties”), Winwell Resources, L.L.C., a Louisiana limited liability company (“Winwell”), WSF, Inc., a Louisiana corporation (“WSF”), Hawk Field Services, LLC, an
Oklahoma limited liability company (“HFS”), KCS Resources, LLC, a Delaware limited liability company (“KCS Resources”), KCS Energy Services, Inc., a Delaware corporation (“KCS E.S.”), Medallion
California Properties Company, a Texas corporation (“Medallion”), Proliq, Inc., a New Jersey corporation (“Proliq”), One TEC, LLC, a Texas limited liability company (“One TEC”), One TEC Operating,
LLC, a Texas limited liability company (“One TEC Operating”), Bison Ranch LLC, an Idaho limited liability company (“Bison Ranch”), HK Energy Marketing, LLC, a Delaware limited liability company (“HK
Energy”), HK Transportation, LLC, an Oklahoma limited liability company (“HK Transportation”, and with such other entities, collectively being the “Guarantors” and together with the Borrower collectively
being the “Obligors”), in connection with the execution and delivery of the Credit Agreement and the other Loan Documents (as defined below). This opinion is being furnished to you pursuant to Section 6.01(i) of the Credit
Agreement. All capitalized terms not defined herein shall have the same meanings assigned to them in the Credit Agreement. 
  

 Exhibit E - 1 








 BNP Paribas, 
 as Administrative Agent 
 Page 2 of 8 
 October 14, 2009 
  

 In connection with the opinions set forth herein, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of the following documents (items (A) through (E) being referred to as the “Loan Documents”): 
  

	 	(A)	the Credit Agreement; 

  

	 	(B)	the Fourth Amended and Restated Guarantee and Collateral Agreement dated of even date with the Credit Agreement executed by the Obligors in favor of the Administrative
Agent for the benefit of the Lenders for the Credit Agreement; 

  

	 	(C)	 1) Fourth Amended and Restated Guarantee and Collateral Agreement dated as of October 14, 2009 by the Borrower, the Restricted Subsidiaries party
thereto as Guarantors, in favor of the Administrative Agent and the Lenders; 2) Mortgage, Line of Credit Mortgage, Deed of Trust, Assignment of As-Extracted Collateral, Security Agreement, Fixture Filing and Financing Statement dated effective
October 14, 2009 from One TEC Operating to Brian M. Malone, as Trustee for the benefit of the Administrative Agent, and the other Secured Parties (Cleburne and Van Buren Counties, Arkansas); 3) Mortgage, Fixture Filing, Assignment of
As-Extracted Collateral, Security Agreement and Financing Statement dated effective October 14, 2009 from Petrohawk Properties, as mortgagor, for the benefit of BNP Paribas, as Mortgagee and Administrative Agent, for the benefit of the Lenders;
(Bienville Parish, Louisiana); 4) Mortgage, Line of Credit Mortgage, Deed of Trust, Fixture Filing, Assignment of As-Extracted Collateral, Security Agreement and Financing Statement dated effective October 14, 2009 from Petrohawk Properties, as
mortgagor, to Brian M. Malone, as Trustee for the benefit of the Administrative Agent, and others (La Salle, McMullen and Nacogdoches Counties, Texas); 5) First Amendment to Mortgage, Fixture Filing, Assignment of As-Extracted Collateral, Security
Agreement and Financing Statement dated effective October 14, 2009 between KCS Resources, as mortgagor, and the Administrative Agent, for the benefit of the Lenders (Arkansas); 6) First Amendment to Mortgage, Fixture Filing, Assignment of
As-Extracted Collateral, Security Agreement and Financing Statement dated effective October 14, 2009 between One TEC, as mortgagor, and the Administrative Agent, for the benefit of the Lenders (Arkansas); 7) First Amendment to Mortgage, Fixture
Filing, Assignment of As-Extracted Collateral, Security Agreement and Financing Statement dated effective October 14, 2009 between Petrohawk Properties, as mortgagor, and the Administrative Agent, for the benefit of the Lenders (Arkansas); 8)
First Amendment to Mortgage, Fixture Filing, Assignment of As-Extracted Collateral, Security Agreement and Financing Statement dated effective October 14, 2009 between KCS Resources, as mortgagor, and the Administrative Agent, for the benefit
of the Lenders (Louisiana); 9) First Amendment to Mortgage, Fixture Filing, Assignment of As-Extracted Collateral, Security Agreement and Financing Statement dated effective October 14, 2009 between Petrohawk Properties, as mortgagor, and the



  

 Exhibit E - 2 








 BNP Paribas, 
 as Administrative Agent 
 Page 3 of 8 
 October 14, 2009 
  


	 	 
Administrative Agent, for the benefit of the Lenders (Louisiana); 10) First Amendment to Mortgage, Fixture Filing, Assignment of As-Extracted Collateral, Security Agreement and Financing
Statement dated effective October 14, 2009 between Winwell, as mortgagor, and the Administrative Agent, for the benefit of the Lenders (Louisiana); 11) Second Amendment to Mortgage, Line of Credit Mortgage, Deed of Trust, Assignment of
As-Extracted Collateral, Security Agreement and Financing Statement dated effective October 14, 2009 between KCS Resources, as mortgagor, and the Administrative Agent, for the benefit of the Lenders (Oklahoma and Texas); 12) Third Amendment to
Mortgage, Line of Credit Mortgage, Deed of Trust, Assignment of As-Extracted Collateral, Security Agreement and Financing Statement dated effective October 14, 2009 between KCS Resources, as mortgagor, and the Administrative Agent, for the
benefit of the Lenders (Louisiana); 13) Third Amendment to Mortgage, Line of Credit Mortgage, Deed of Trust, Assignment of As-Extracted Collateral, Security Agreement and Financing Statement dated effective October 14, 2009 between Petrohawk
Properties, as mortgagor, and the Administrative Agent, for the benefit of the Lenders (Oklahoma); 14) Third Amendment to Mortgage, Line of Credit Mortgage, Deed of Trust, Assignment of As-Extracted Collateral, Security Agreement and Financing
Statement dated effective October 14, 2009 between WSF, as mortgagor, and the Administrative Agent, for the benefit of the Lenders (Louisiana); 15) Fourth Amendment to Mortgage, Line of Credit Mortgage, Deed of Trust, Assignment of As-Extracted
Collateral, Security Agreement and Financing Statement dated effective October 14, 2009 between Petrohawk Properties, as mortgagor, and the Administrative Agent, for the benefit of the Lenders (Louisiana); 16) Fourth Amendment to Mortgage, Line
of Credit Mortgage, Deed of Trust, Assignment of As-Extracted Collateral, Security Agreement and Financing Statement dated effective October 14, 2009 between Winwell, as mortgagor, and the Administrative Agent, for the benefit of the Lenders
(Louisiana); 17) Sixth Amendment to Mortgage, Line of Credit Mortgage, Deed of Trust, Assignment of As-Extracted Collateral, Security Agreement and Financing Statement dated effective October 14, 2009 between Petrohawk Properties, as mortgagor,
and the Administrative Agent, for the benefit of the Lenders (Louisiana, New Mexico, Oklahoma and Texas); 18) Deed of Trust, Assignment, Security Agreement, Fixture Filing and Financing Statement dated effective October 14, 2009 from HFS to
Brian M. Malone, as Trustee for the Administrative Agent, for the benefit of the Lenders (Arkansas); 19) Mortgage, Assignment, Security Agreement, Fixture Filing and Financing Statement dated effective October 14, 2009 from HFS to the
Administrative Agent, for the benefit of the Lenders (Louisiana); 20) Deed of Trust, Assignment, Security Agreement, Fixture Filing and Financing Statement dated effective October 14, 2009 from HFS to Brian M. Malone, as Trustee for the
Administrative Agent, for the benefit of the Lenders (Texas); and 21) Fee Letter with Administrative Agent (collectively, the “Mortgages”); 


  

 Exhibit E - 3 








 BNP Paribas, 
 as Administrative Agent 
 Page 4 of 8 
 October 14, 2009 
  


	 	(D)	the Notes; and 

  

	 	(E)	Collateral Assignment of Midstream Services Contracts. 

 In rendering the opinions set forth herein, we have relied upon certificates of officers and general partners of the Obligors or certificates of public officials and such other documents, records and
information as we have deemed necessary or appropriate. We have assumed that all signatures are genuine; that all documents submitted to us as originals are authentic; that all documents submitted to us as copies conform to the originals; and that
the facts stated in all such documents are true and correct. We have also assumed the Loan Documents constitute valid, binding and enforceable obligations of each party thereto (other than Obligors). In addition, we have relied on the completeness
and accuracy of the books and record, including the stock ledger of each Obligor, without independent investigation, as to the opinions regarding ownership and no liens. In rendering this opinion, we have not made any independent investigation as to
accuracy or completeness of any facts or representations, warranties, data or other information, whether written or oral, that may have been made by or on behalf of the parties, except as specifically set forth herein. 
 “Applicable Laws” means those laws, rules and regulations of the State of Texas, and the federal laws, rules and
regulations of the United States of America, that in our experience are normally applicable to the Obligors, the Loan Documents or transactions of the type contemplated by the Loan Documents, and, for purposes of our opinions in paragraphs 2, 3 and
4 below, include Delaware General Corporation Law, the Delaware Limited Liability Company Act, the Oklahoma Limited Liability Company Act and the Louisiana Business Corporation Law. In addition, the term “Applicable Laws” does not include:

 (i) Any state or federal laws, rules or regulations relating to: (A) pollution or protection of the
environment; (B) zoning, land use, building or construction; (C) occupational safety and health or other similar matters; (D) labor, employee rights and benefits, including without limitation the Employee Retirement Income Security
Act of 1974, as amended; (E) the regulation of utilities; (F) antitrust and trade regulation; (G) tax; (H) securities, including without limitation federal and state securities laws, rules or regulations, and the Investment
Company Act of 1940, as amended; (I) corrupt practices, including without limitation the Foreign Corrupt Practices Act of 1977; and (J) copyrights, patents, service marks and trademarks. 
 (ii) Any laws, rules or regulations of any county, municipality or similar political subdivision or any agency or
instrumentality thereof. 
 (iii) Any laws, rules or regulations that are applicable to the Obligors, the Loan
Documents or such transactions solely because such laws, rules or regulations are part of a regulatory regime applicable to any party to any of the Loan Documents or any of its affiliates because of the specific assets or business of such party or
such affiliate. 
  

 Exhibit E - 4 








 BNP Paribas, 
 as Administrative Agent 
 Page 5 of 8 
 October 14, 2009 
  

 (iv) The laws of the State of Delaware, except to the extent based on
our review of the Delaware General Corporation Law and the Delaware Limited Liability Company Act, without consideration of any judicial or administrative interpretations thereof. 
 (v) The laws of the State of Louisiana, except to the extent based on our review of the Louisiana Business Corporation Law
and the Louisiana Limited Liability Company Law, without consideration of any judicial or administrative interpretations thereof. 
 (vi) The laws of the State of Idaho except to the extent based on our review of the Idaho Limited Liability Company Act, without consideration of any judicial or administrative interpretations thereof.

 (vii) The laws of the State of Oklahoma except to the extent based on our review of the Oklahoma Limited
Liability Company Act, without consideration of any judicial or administrative interpretations thereof. 
 Based upon the
foregoing, and subject to the qualifications set forth herein, it is our opinion that: 
  

	 	1.	(a). The Borrower is a corporation duly formed, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business and is in
good standing as a corporation in the States of Texas, New Mexico, Louisiana and Oklahoma. 

 (b). Petrohawk
Operating is a corporation duly formed, validly existing and in good standing under the laws of the State of Texas and is qualified to do business and is in good standing as a corporation in Alabama, Arkansas, Kansas, Louisiana, Mississippi, New
Mexico, North Dakota, Oklahoma and Utah. 
 (c). Winwell is a limited liability company duly formed, validly existing and in good
standing under the laws of the State of Louisiana and is qualified to do business and is in good standing as a corporation in Arkansas and Texas. 
 (d). Petrohawk Properties is a limited partnership duly formed, validly existing and in good standing under the laws of the State of Texas and is qualified to do business and is in good standing as a
limited partnership in Alabama, Arkansas, Kansas, Louisiana, Mississippi, New Mexico, Oklahoma, South Dakota and Utah. 
 (e).
WSF is a corporation duly formed, validly existing and in good standing under the laws of the State of Louisiana and is qualified to do business and is in good standing as a corporation in Arkansas, Oklahoma and Texas. 
  

 Exhibit E - 5 








 BNP Paribas, 
 as Administrative Agent 
 Page 6 of 8 
 October 14, 2009 
  

 (f). Petrohawk Holdings is a limited liability company duly formed, validly existing and
in good standing under the laws of the State of Delaware. 
 (g). P-H Energy is a limited liability company duly formed, validly
existing and in good standing under the laws of the State of Texas. 
 (h). HFS is a limited liability company duly formed,
validly existing and in good standing under the laws of the State of Oklahoma and is qualified to do business and is in good standing as a limited liability company in Arkansas, Louisiana and Texas. 
 (i). KCS Resources is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware
and is qualified to do business and is in good standing as a corporation in the States of Arkansas, Louisiana, New Mexico, Oklahoma and Texas. 
 (j). KCS E.S. is a corporation duly formed, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business and is in good standing as a corporation in the
States of Louisiana and Texas. 
 (k). Medallion is a corporation duly formed, validly existing and in good standing under the
laws of the State of Texas. 
 (l). Proliq is a corporation duly formed, validly existing and in good standing under the laws of
the State of New Jersey and is qualified to do business and is in good standing as a corporation in the State of Texas. 
 (m).
One TEC is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Texas and is qualified to do business and is in good standing as a limited liability company in the State of Arkansas.

 (n). One TEC Operating is a limited liability company duly formed, validly existing and in good standing under the laws of the
State of Texas and is qualified to do business and is in good standing as a limited liability company in the State of Arkansas. 
 (o). Bison Ranch is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Idaho. 
 (p). HK Energy is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business and is in good standing as a
limited liability company in the States of Arkansas, Louisiana and Texas. 
  

 Exhibit E - 6 








 BNP Paribas, 
 as Administrative Agent 
 Page 7 of 8 
 October 14, 2009 
  

 (q). HK Transportation is a limited liability company duly formed, validly existing and
in good standing under the laws of the State of Oklahoma and is qualified to do business and is in good standing as a limited liability company in the States of Alabama, Florida, Louisiana, Mississippi and Texas. 
 The foregoing opinions with respect to good standing are given solely on the basis of certificates of appropriate state agencies of the
identified states, and such opinions are limited to the meaning ascribed to such certificates by each applicable state agency. 
 2. Each of the Obligors has the corporate, limited liability company or partnership (as applicable) power and authority to execute, deliver and perform its obligations under each of the Loan Documents to which it is a party. The Borrower
has taken all corporate action and each Guarantor has taken all necessary corporate, limited liability company or partnership (as applicable) action to authorize the execution and delivery of, and performance of its obligations under, each of the
Loan Documents to which it is a party. Such execution, delivery and performance of its obligations under the Loan Documents to which it is a party will not (i) result in a violation of the Borrower’s or any Guarantor’s formation
document, By-laws, Limited Partnership Agreement, Operating Agreement or Limited Liability Company Agreement (as applicable), or any Applicable Law, (ii) result in a violation of or constitute a breach or default under any material agreement or
instrument relating to the borrowing of money or judicial or regulatory order binding upon it, or (iii) result in the creation or imposition of any Lien on any of its properties pursuant to any such material agreement or instrument or judicial
or regulatory order. Each of the Loan Documents to which an Obligor is a party has been duly authorized, executed and delivered by such Obligor. 
 3. Each of the Loan Documents constitutes the legal, valid and binding obligation of each Obligor party thereto, enforceable against it in accordance with its terms, except that enforcement may be subject
to any applicable bankruptcy, insolvency, or similar debtor relief laws now or hereafter in effect and relating to or affecting the enforcement of creditors’ rights generally, and subject, as to enforceability, to general principles of equity,
including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). The enforceability and binding nature of each of the Obligors’ obligations under
the Loan Documents are subject to the qualification that certain provisions of the Loan Documents are or may be unenforceable in whole or in part (but the inclusion of such provisions does not affect the validity of the instruments, and each
instrument contains adequate provisions for the practical realization of the material benefits afforded thereby). Further, we express no opinion as to the enforceability of provisions in the Loan Documents (i) purporting to waive any rights of
any Obligor, (ii) purporting to grant powers of attorney or authority to execute documents or to act by power of attorney on behalf of any Obligor, (iii) purporting to restrict access to legal or equitable remedies (including, without
limitation, proper jurisdiction and venue), (iv) purporting to grant to the Administrative Agent or the Lenders a right of set-off against any accounts belonging to a third party or otherwise held by any Obligor in a fiduciary or like capacity,
(v) purporting to release, exculpate or exempt a party

  

 Exhibit E - 7 








 BNP Paribas, 
 as Administrative Agent 
 Page 8 of 8 
 October 14, 2009 
  

 
from, or require the indemnification of a party for, liability for its own action or inaction, to the extent that the same are inconsistent with public policy, (vi) purporting to establish
evidentiary standards for suits or proceedings to enforce the Loan Documents, (vii) that relate to subrogation rights, delay or omission of enforcement of rights and remedies, or (viii) that decisions by a party are conclusive. In
addition, we express no opinion with respect to the enforceability of any provision of the Loan Documents prohibiting or purporting not to give effect to oral amendments or oral waivers to Loan Documents or limiting the effect of a course of dealing
between the parties thereto. 
 4. No authorization, consent, approval, license or exemption of, or filing or registration with,
any Governmental Authority of the United States or any Governmental Authority of the State of Delaware, Oklahoma, Louisiana, or Texas in connection with any Applicable Law is necessary for either (i) the due execution and delivery by each
Obligor of the Loan Documents to which it is a party, (ii) the borrowing of Loans and obtaining of Letters of Credit by the Borrower or (iii) payment by the Obligors of the Loans or any other amounts payable under the Loan Documents.

 5. There are, to the best of our knowledge, no actions, suits or proceedings pending or threatened against any Obligor or its
property which involves the possibility of any judgment or liability against such Obligor which could reasonably be expected to have a Material Adverse Effect. 
 6. None of the Obligors is subject to regulation under the Investment Company Act of 1940, as amended, or the Public Utility Holding Company act of 1935, as amended. 
 Our opinion as to any factual matter in connection with this opinion is limited to the current actual knowledge of the lawyers in our firm
who have participated in the negotiation and preparation of this opinion, and does not include constructive inquiry or imputed knowledge. We advise you that no special investigation of the relevant facts or circumstances has been made. In that
connection, we have made no review of the files of the Obligors whether in the possession of the Obligors or the possession of any other party. In addition, we have made no investigation or review of any agreements, instruments, judgments, decrees,
franchises, permits, rules or other regulations or decrees by which the Obligors may be bound and have made no independent search through the records of any judicial authority or governmental agency or as to the existence of any actions, suits,
investigations or proceedings, if any, pending or threatened against the Obligors. 
 The opinions rendered herein are for the
sole benefit of, and may only be relied upon by the Lenders and the Administrative Agent, together with any successors or permitted assigns, and the opinions herein expressed are not to be used, disclosed, quoted, filed with a Governmental Authority
or otherwise referred to in connection with any transaction other than those contemplated by the Loan Documents without our prior written consent. We assume no obligation to supplement this opinion if any applicable laws change after the date of
this opinion, or if we become aware of any facts that might change the opinions expressed above after the date of this opinion. We have not been asked to, and we do not, render any opinion as to any matter except as specifically set forth herein.

 Very truly yours, 
 /s/ HINKLE ELKOURI LAW FIRM L.L.C. 
 HINKLE ELKOURI LAW FIRM L.L.C. 
  

 Exhibit E - 8 







 EXHIBIT F 
 SECURITY INSTRUMENTS 
  

	1)	Fourth Amended and Restated Guarantee and Collateral Agreement dated as of October 14, 2009 by the Borrower, the Restricted Subsidiaries party thereto as
Guarantors, in favor of the Administrative Agent and the Lenders. 

  

	2)	Mortgage, Line of Credit Mortgage, Deed of Trust, Assignment of As-Extracted Collateral, Security Agreement, Fixture Filing and Financing Statement dated effective
October 14, 2009 from One TEC Operating, LLC to Brian M. Malone, as Trustee for the benefit of BNP Paribas, as Administrative Agent, and the other Secured Parties. (Cleburne and Van Buren Counties, Arkansas) 

  

	3)	Mortgage, Fixture Filing, Assignment of As-Extracted Collateral, Security Agreement and Financing Statement dated effective October 14, 2009 from Petrohawk
Properties, LP, as mortgagor, for the benefit of BNP Paribas, as Mortgagee and Administrative Agent, for the benefit of the Lenders. (Bienville Parish, Louisiana) 

  

	4)	Mortgage, Line of Credit Mortgage, Deed of Trust, Fixture Filing, Assignment of As-Extracted Collateral, Security Agreement and Financing Statement dated effective
October 14, 2009 from Petrohawk Properties, LP, as mortgagor, to Brian M. Malone, as Trustee for the benefit of BNP Paribas, as Administrative Agent, and others. (La Salle, McMullen and Nacogdoches Counties, Texas) 

  

	5)	First Amendment to Mortgage, Line of Credit Mortgage, Deed of Trust, Assignment of As-Extracted Collateral, Security Agreement, Fixture Filing and Financing Statement
dated effective October 14, 2009 between KCS Resources, LLC, as mortgagor, and BNP Paribas, as Administrative Agent, for the benefit of the Lenders. (Arkansas) 

  

	6)	First Amendment to Mortgage, Line of Credit Mortgage, Deed of Trust, Assignment of As-Extracted Collateral, Security Agreement, Fixture Filing and Financing Statement
dated effective October 14, 2009 between One TEC, LLC, as mortgagor, and BNP Paribas, as Administrative Agent, for the benefit of the Lenders. (Arkansas) 

  

	7)	First Amendment to Mortgage, Line of Credit Mortgage, Deed of Trust, Assignment of As-Extracted Collateral, Security Agreement, Fixture Filing and Financing Statement
dated effective October 14, 2009 between Petrohawk Properties, LP, as mortgagor, and BNP Paribas, as Administrative Agent, for the benefit of the Lenders. (Arkansas) 

  

	8)	First Amendment to Mortgage, Fixture Filing, Assignment of As-Extracted Collateral, Security Agreement and Financing Statement dated effective October 14, 2009
between KCS Resources, LLC, as mortgagor, and BNP Paribas, as Administrative Agent, for the benefit of the Lenders. (Louisiana) 

  

	9)	First Amendment to Mortgage, Fixture Filing, Assignment of As-Extracted Collateral, Security Agreement and Financing Statement dated effective October 14, 2009
between Petrohawk Properties, LP, as mortgagor, and BNP Paribas, as Administrative Agent, for the benefit of the Lenders. (Louisiana) 

  

 Exhibit F - 1 








	10)	First Amendment to Mortgage, Fixture Filing, Assignment of As-Extracted Collateral, Security Agreement and Financing Statement dated effective October 14, 2009
between Winwell Resources, L.L.C., as mortgagor, and BNP Paribas, as Administrative Agent, for the benefit of the Lenders. (Louisiana) 

  

	11)	Second Amendment to Mortgage, Line of Credit Mortgage, Deed of Trust, Assignment of As-Extracted Collateral, Security Agreement and Financing Statement dated effective
October 14, 2009 between KCS Resources, LLC, as mortgagor, and BNP Paribas, as Administrative Agent, for the benefit of the Lenders. (Oklahoma and Texas) 

  

	12)	Third Amendment to Mortgage, Line of Credit Mortgage, Deed of Trust, Assignment of As-Extracted Collateral, Security Agreement and Financing Statement dated effective
October 14, 2009 between KCS Resources, LLC, as mortgagor, and BNP Paribas, as Administrative Agent, for the benefit of the Lenders. (Louisiana) 

  

	13)	Third Amendment to Mortgage, Line of Credit Mortgage, Deed of Trust, Assignment of As-Extracted Collateral, Security Agreement and Financing Statement dated effective
October 14, 2009 between Petrohawk Properties, LP, as mortgagor, and BNP Paribas, as Administrative Agent, for the benefit of the Lenders. (Oklahoma) 

  


	14)	Third Amendment to Mortgage, Line of Credit Mortgage, Deed of Trust, Assignment of As-Extracted Collateral, Security Agreement and Financing Statement dated effective
October 14, 2009 between WSF, Inc., as mortgagor, and BNP Paribas, as Administrative Agent, for the benefit of the Lenders. (Louisiana) 

  

	15)	Fourth Amendment to Mortgage, Line of Credit Mortgage, Deed of Trust, Assignment of As-Extracted Collateral, Security Agreement and Financing Statement dated effective
October 14, 2009 between Petrohawk Properties, LP, as mortgagor, and BNP Paribas, as Administrative Agent, for the benefit of the Lenders. (Louisiana) 

  

	16)	Fourth Amendment to Mortgage, Line of Credit Mortgage, Deed of Trust, Assignment of As-Extracted Collateral, Security Agreement and Financing Statement dated effective
October 14, 2009 between Winwell Resources, L.L.C., as mortgagor, and BNP Paribas, as Administrative Agent, for the benefit of the Lenders. (Louisiana) 

  

	17)	Sixth Amendment to Mortgage, Line of Credit Mortgage, Deed of Trust, Assignment of As-Extracted Collateral, Security Agreement and Financing Statement dated effective
October 14, 2009 between Petrohawk Properties, LP, as mortgagor, and BNP Paribas, as Administrative Agent, for the benefit of the Lenders. (Louisiana, New Mexico, Oklahoma and Texas) 

  

	18)	Deed of Trust, Assignment, Security Agreement, Fixture Filing and Financing Statement dated effective October 14, 2009 from Hawk Field Services, LLC to Brian M.
Malone, as Trustee for BNP Paribas, as Administrative Agent, for the benefit of the Lenders. (Arkansas) 

  

 Exhibit F - 2 








	19)	Mortgage, Assignment, Security Agreement, Fixture Filing and Financing Statement dated effective October 14, 2009 from Hawk Field Services, LLC to BNP Paribas, as
Administrative Agent, for the benefit of the Lenders. (Louisiana) 

  

	20)	Deed of Trust, Assignment, Security Agreement, Fixture Filing and Financing Statement dated effective October 14, 2009 from Hawk Field Services, LLC to Brian M.
Malone, as Trustee for BNP Paribas, as Administrative Agent, for the benefit of the Lenders. (Texas) 

  

	21)	Collateral Assignment of Midstream Services Contracts dated as of October 14, 2009 by Hawk Field Services and its Restricted Subsidiaries party thereto, in favor
of the Administrative Agent and the Lenders. 

  

	22)	Fee Letter with Administrative Agent. 

  

 Exhibit F - 3 







 EXHIBIT G 
 FORM OF ASSIGNMENT AND ASSUMPTION 
 This Assignment and Assumption (the
“Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the
“Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Fourth Amended and Restated Senior Revolving Credit Agreement identified below (as amended, the “Credit
Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this
Assignment and Assumption as if set forth herein in full. 
 For an agreed consideration, the Assignor hereby irrevocably sells
and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to
the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit and guarantees included in such facilities) and
(ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection
with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims,
statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being
referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the
Assignor. 
  

					
	1.	  	Assignor:	  	_________________________
			
	2.	  	Assignee:	  	_________________________
		  		  	[and is an Affiliate/Approved Fund of [identify Lender]1]
			
	3.	  	Borrower:	  	Petrohawk Energy Corporation
			
	4.	  	Administrative Agent:	  	BNP Paribas, as the administrative agent under the Credit Agreement
			
	5.	  	Credit Agreement:	  	The Fourth Amended and Restated Senior Revolving Credit Agreement dated as of October 14, 2009 among Petrohawk Energy Corporation, the Lenders parties thereto, BNP Paribas, as
Administrative Agent, and the other agents parties thereto

  

	1	Select as applicable. 

  

 Exhibit G - 1 








	6.	Assigned Interest: 

  

										
	 Commitment Assigned
	  	Aggregate Amount of
Commitment/Loans for all Lenders	  	Amount of
Commitment/Loans Assigned	  	Percentage Assigned of
Commitment/Loans2	 
		  	$	                    	  	$	                    	  	    	% 
		  	$	 	  	$	 	  	    	% 
		  	$	 	  	$	 	  	    	% 

 Effective Date:
                    , 20     [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF
RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 
 The terms set forth in this Assignment and Assumption are hereby agreed to: 
  

			
	ASSIGNOR
	
	[NAME OF ASSIGNOR]
		
	By:	 	 
		 	Title:
	
	ASSIGNEE
	
	[NAME OF ASSIGNEE]
		
	By:	 	 
		 	Title:


  

	2	Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 

  

 Exhibit G - 2 








			
	Consented to and Accepted:
	
	 BNP Paribas, as
   Administrative Agent

		
	By	 	 
		 	Title:
		
	By	 	 
		 	Title:
	
	[Consented to:]3
	
	Petrohawk Energy Corporation
		
	By	 	 
		 	Title:

  

	3	To be added only if the consent of the Borrower and/or other parties (e.g. Issuing Bank) is required by the terms of the Credit Agreement. 

  

 Exhibit G - 3 







 ANNEX 1 
 PETROHAWK ENERGY CORPORATION FOURTH AMENDED AND RESTATED SENIOR 
 REVOLVING CREDIT
AGREEMENT 
 STANDARD TERMS AND CONDITIONS FOR 
 ASSIGNMENT AND ASSUMPTION 
 1. Representations and Warranties. 

1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned
Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and
to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Fourth Amended and Restated Senior Revolving Credit
Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its
Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations
under any Loan Document. 
 1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power
and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Fourth Amended and Restated Senior Revolving Credit
Agreement, (ii) it satisfies the requirements, if any, specified in the Fourth Amended and Restated Senior Revolving Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender,
(iii) from and after the Effective Date, it shall be bound by the provisions of the Fourth Amended and Restated Senior Revolving Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of
a Lender thereunder, (iv) it has received a copy of the Fourth Amended and Restated Senior Revolving Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 8.01 thereof, as applicable, and
such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and
decision independently and without reliance on the Administrative Agent or any other Lender, and (v) if it is a Foreign Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms
of the Fourth Amended and Restated Senior Revolving Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other
Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their
terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. 
 2.
Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have
accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date. 
  

 Exhibit G - 4 







 3. General Provisions. This Assignment and Assumption shall be binding upon, and
inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed
counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in
accordance with, the law of the State of Texas. 
  

 Exhibit G - 5 







 SCHEDULE 1.01 
 PERMIAN BASIN PROPERTIES 
  

					
	 WELL
	  	 COUNTY
	  	 STATE

	 ADOBE FEDERAL 1-15
	  	LEA	  	NM
	 BELCO FED 15 PUD 1
	  	LEA	  	NM
	 BELCO FED 15 PUD 2
	  	LEA	  	NM
	 BELCO FEDERAL 2-10
	  	LEA	  	NM
	 BELCO FEDERAL 1-15
	  	LEA	  	NM
	 MAD DOG FEDERAL COM 15-1
	  	LEA	  	NM
	 MAD DOG FEDERAL PUD 3
	  	LEA	  	NM
	 MAD DOG FEDERAL PUD 4
	  	LEA	  	NM
	 BAKKE UNIT 1
	  	ANDREWS	  	TX
	 MCKINNEY A 1
	  	ANDREWS	  	TX
	 FROST 501
	  	SAN JUAN	  	NM
	 FROST 501S
	  	SAN JUAN	  	NM
	 HUGH LAKE 90
	  	SAN JUAN	  	NM
	 ROWLEY COM 500 FC
	  	SAN JUAN	  	NM
	 STATE COM AM 37
	  	SAN JUAN	  	NM
	 STATE M #1 DK
	  	SAN JUAN	  	NM
	 STATE M 1F
	  	SAN JUAN	  	NM
	 STATE M 1M
	  	SAN JUAN	  	NM
	 STEWART A COM LS 2M DK
	  	SAN JUAN	  	NM
	 STEWART A COM A LS 2B MV
	  	SAN JUAN	  	NM
	 STEWART A COM LS 2 MV
	  	SAN JUAN	  	NM
	 STEWART A COM LS 2F
	  	SAN JUAN	  	NM
	 STEWART A COM LS 2F MV
	  	SAN JUAN	  	NM
	 STEWART A COM LS 2M MV
	  	SAN JUAN	  	NM
	 THREE STATES 1 PC
	  	SAN JUAN	  	NM
	 THREE STATES COM 1 MV
	  	SAN JUAN	  	NM
	 THREE STATES COM 1A MV
	  	SAN JUAN	  	NM
	 MEALS NANCY SANDERSON ET AL 1
	  	YOAKUM	  	TX
	 ESPERANZA 19-2 FED
	  	EDDY	  	NM
	 LA HUERTA 32 1Y
	  	EDDY	  	NM
	 LA HUERTA 32-1 BP
	  	EDDY	  	NM
	 ELBOW CANYON 4 FEDERAL 1
	  	EDDY	  	NM
	 EXXON STATE COM 1
	  	EDDY	  	NM
	 CEDAR LAKE SE FIELD UNIT 2-3
	  	DAWSON	  	TX
	 FOWLER J F ET AL 1
	  	DAWSON	  	TX
	 LONG DRAW 9, FED COM 1
	  	EDDY	  	NM
	 CLAYTONVILLE CNYN LIME 11
	  	FISHER	  	TX
	 WADDELL RANCH COMPLEX
	  	CRANE	  	TX
	 BLAKENEY, B.H. A
	  	ECTOR	  	TX
	 BLAKENEY, B.H. B
	  	ECTOR	  	TX
	 HI TOP FEE 1
	  	LEA	  	NM
	 LEWIS FEE 1
	  	LEA	  	NM
	 BIG CHIEF COM 2
	  	EDDY	  	NM
	 BIG CHIEF COM 3
	  	EDDY	  	NM
	 BIG CHIEF COM 4
	  	EDDY	  	NM
	 BIG CHIEF FEE 10
	  	EDDY	  	NM
	 BIG CHIEF FEE 6
	  	EDDY	  	NM
	 BIG CHIEF FEE 7
	  	EDDY	  	NM
	 BIG CHIEF FEE 9
	  	EDDY	  	NM
	 DINERO STATE COM 16-4
	  	EDDY	  	NM
	 DINERO STATE COM 16-5
	  	EDDY	  	NM
	 DINERO STATE COM 2
	  	EDDY	  	NM
	 HARROUN COM 1
	  	EDDY	  	NM
	 HARROUN COM 2
	  	EDDY	  	NM
	 NATHAN FEDERAL COM 1
	  	EDDY	  	NM
	 NATHAN FEDERAL COM 2
	  	EDDY	  	NM
	 SUPERIOR FEDERAL 2
	  	EDDY	  	NM
	 1263 G/SA
	  	CRANE	  	TX
	 B23-S07-0855 RTP
	  	CRANE	  	TX
	 B23-S07-0885 RTP
	  	CRANE	  	TX
	 B23-S07-0895 RTP
	  	CRANE	  	TX
	 B23-S08-0836 RTP
	  	CRANE	  	TX
	 B23-S08-1144 RTP
	  	CRANE	  	TX
	 B23-S10-P 1264
	  	CRANE	  	TX
	 B23-S13-10
	  	CRANE	  	TX
	 B23-S13-11
	  	CRANE	  	TX
	 B23-S13-12
	  	CRANE	  	TX
	 B23-S13-13
	  	CRANE	  	TX
	 B23-S13-15
	  	CRANE	  	TX
	 B23-S13-20
	  	CRANE	  	TX
	 B23-S13-23
	  	CRANE	  	TX
	 B23-S13-5
	  	CRANE	  	TX

  

 Schedule 1.01 - 1 








					
	 WELL
	  	 COUNTY
	  	 STATE

	 B23-S13-6
	  	CRANE	  	TX
	 B23-S13-7
	  	CRANE	  	TX
	 B23-S13-8
	  	CRANE	  	TX
	 B23-S13-9
	  	CRANE	  	TX
	 B23-S15-0795 RTP
	  	CRANE	  	TX
	 B23-S16-0654 RTP
	  	CRANE	  	TX
	 B23-S16-0834 RTP
	  	CRANE	  	TX
	 B23-S16-0838 RTP
	  	CRANE	  	TX
	 B23-S16-0841 RTP
	  	CRANE	  	TX
	 B23-S16-0847 RTP
	  	CRANE	  	TX
	 B23-S16-0848 RTP
	  	CRANE	  	TX
	 B23-S16-0854 RTP
	  	CRANE	  	TX
	 B23-S16-0902 RTP
	  	CRANE	  	TX
	 B24-S7-269
	  	CRANE	  	TX
	 B24-S7-400(RED_ORANGE)
	  	CRANE	  	TX
	 B24-S7-405
	  	CRANE	  	TX
	 B24-S7-610
	  	CRANE	  	TX
	 McCABE 1
	  	WINKLER	  	TX
	 McCABE 2
	  	WINKLER	  	TX
	 McCABE 3U
	  	WINKLER	  	TX
	 EPPS, HATTIE D 1
	  	SUTTON	  	TX
	 EPPS, HATTIE D 4
	  	SUTTON	  	TX
	 FROST 4
	  	SAN JUAN	  	NM
	 ROWLEY COM 500 PC
	  	SAN JUAN	  	NM
	 GIN UNIT
	  	DAWSON	  	TX
	 CUMMINS J 1C,2,4,5C,6,7,9U
	  	ECTOR	  	TX
	 CUMMINS J 3,8, San Andres 10
	  	ECTOR	  	TX
	 UNIVERSITY F 1,2,3,4
	  	REAGAN	  	TX
	 BOWDLE 42-1
	  	LOVING	  	TX
	 BOWDLE 42-1 (ATOKA BP)
	  	LOVING	  	TX
	 BOWDLE 42-1 (STRAWN BP)
	  	LOVING	  	TX
	 BOWDLE 42-2
	  	LOVING	  	TX
	 BOWDLE 42-3
	  	LOVING	  	TX
	 BOWDLE 42-5
	  	LOVING	  	TX
	 HALEY, J A 31-1
	  	LOVING	  	TX
	 HALEY, J A 31-1 BP
	  	LOVING	  	TX
	 HALEY, J A 31-2
	  	LOVING	  	TX
	 KINCAID A 1
	  	REEVES	  	TX
	 REGAN 1
	  	REEVES	  	TX
	 COLE DORIS CHALK 1
	  	HOWARD	  	TX
	 COLE JOHN OTIS 1
	  	HOWARD	  	TX
	 GILBREATH S 1
	  	HOWARD	  	TX
	 HOOKS 1
	  	HOWARD	  	TX
	 DINERO STATE COM 1
	  	EDDY	  	NM
	 AC 1 001
	  	LEA	  	NM
	 AC 1 002
	  	LEA	  	NM
	 AC 1 006
	  	LEA	  	NM
	 AC 1 013
	  	LEA	  	NM
	 AC 1 014
	  	LEA	  	NM
	 AC 1 015
	  	LEA	  	NM
	 AC 1 015
	  	LEA	  	NM
	 AC 1 016
	  	LEA	  	NM
	 AC 1 017
	  	LEA	  	NM
	 AC 1 018
	  	LEA	  	NM
	 AC 1 018
	  	LEA	  	NM
	 AC 1 020
	  	LEA	  	NM
	 AC 1 020
	  	LEA	  	NM
	 AC 1 022
	  	LEA	  	NM
	 AC 1 022 RC
	  	LEA	  	NM
	 AC 1 023
	  	LEA	  	NM
	 AC 1 023
	  	LEA	  	NM
	 AC 1 026
	  	LEA	  	NM
	 AC 1 027
	  	LEA	  	NM
	 AC 1 028
	  	LEA	  	NM
	 AC 1 028
	  	LEA	  	NM
	 AC 1 029
	  	LEA	  	NM
	 AC 1 029
	  	LEA	  	NM
	 AC 1 030
	  	LEA	  	NM
	 AC 1 031
	  	LEA	  	NM
	 AC 1 032
	  	LEA	  	NM
	 AC 1 032
	  	LEA	  	NM
	 AC 1 033
	  	LEA	  	NM
	 AC 1 034
	  	LEA	  	NM








					
	 WELL
	  	 COUNTY
	  	 STATE

	 AC 1 036
	  	LEA	  	NM
	 AC 1 036
	  	LEA	  	NM
	 AC 1 037
	  	LEA	  	NM
	 AC 1 037
	  	LEA	  	NM
	 AC 1 038
	  	LEA	  	NM
	 AC 1 043
	  	LEA	  	NM
	 AC 1 045
	  	LEA	  	NM
	 AC 1 046
	  	LEA	  	NM
	 AC 1 050
	  	LEA	  	NM
	 AC 1 051
	  	LEA	  	NM
	 AC 1 052
	  	LEA	  	NM
	 AC 1 053U
	  	LEA	  	NM
	 AC 1 054
	  	LEA	  	NM
	 AC 1 055
	  	LEA	  	NM
	 AC 1 057
	  	LEA	  	NM
	 AC 1 058
	  	LEA	  	NM
	 AC 1 059
	  	LEA	  	NM
	 AC 1 060
	  	LEA	  	NM
	 AC 1 061
	  	LEA	  	NM
	 AC 1 062
	  	LEA	  	NM
	 AC 1 063
	  	LEA	  	NM
	 AC 1 064
	  	LEA	  	NM
	 AC 1 065
	  	LEA	  	NM
	 AC 1 066
	  	LEA	  	NM
	 AC 1 067
	  	LEA	  	NM
	 AC 1 069
	  	LEA	  	NM
	 AC 1 071
	  	LEA	  	NM
	 AC 1 072
	  	LEA	  	NM
	 AC 1 072
	  	LEA	  	NM
	 AC 1 073
	  	LEA	  	NM
	 AC 1 073 RC
	  	LEA	  	NM
	 AC 1 074
	  	LEA	  	NM
	 AC 1 075
	  	LEA	  	NM
	 AC 1 076
	  	LEA	  	NM
	 AC 1 076
	  	LEA	  	NM
	 AC 1 077
	  	LEA	  	NM
	 AC 1 078
	  	LEA	  	NM
	 AC 1 079
	  	LEA	  	NM
	 AC 1 080
	  	LEA	  	NM
	 AC 1 081
	  	LEA	  	NM
	 AC 1 082
	  	LEA	  	NM
	 AC 1 084
	  	LEA	  	NM
	 AC 1 085
	  	LEA	  	NM
	 AC 1 090
	  	LEA	  	NM
	 AC 1 091
	  	LEA	  	NM
	 AC 1 092
	  	LEA	  	NM
	 AC 1 093
	  	LEA	  	NM
	 AC 1 094
	  	LEA	  	NM
	 AC 1 095
	  	LEA	  	NM
	 AC 1 096
	  	LEA	  	NM
	 AC 1 097
	  	LEA	  	NM
	 AC 1 097
	  	LEA	  	NM
	 AC 1 098
	  	LEA	  	NM
	 AC 1 099
	  	LEA	  	NM
	 AC 1 102
	  	LEA	  	NM
	 AC 1 103
	  	LEA	  	NM
	 AC 1 105
	  	LEA	  	NM
	 AC 1 107
	  	LEA	  	NM
	 AC 1 108
	  	LEA	  	NM
	 AC 1 111
	  	LEA	  	NM
	 AC 1 112
	  	LEA	  	NM
	 AC 1 114
	  	LEA	  	NM
	 AC 1 115
	  	LEA	  	NM
	 AC 1 115
	  	LEA	  	NM
	 AC 1 117
	  	LEA	  	NM
	 AC 1 118
	  	LEA	  	NM
	 AC 1 121
	  	LEA	  	NM
	 AC 1 122
	  	LEA	  	NM
	 AC 1 126
	  	LEA	  	NM
	 AC 1 127
	  	LEA	  	NM
	 AC 1 128
	  	LEA	  	NM
	 AC 1 129
	  	LEA	  	NM
	 AC 1 132
	  	LEA	  	NM








					
	 WELL
	  	 COUNTY
	  	 STATE

	 AC 1 133
	  	LEA	  	NM
	 AC 2 001
	  	LEA	  	NM
	 AC 2 002
	  	LEA	  	NM
	 AC 2 004
	  	LEA	  	NM
	 AC 2 005
	  	LEA	  	NM
	 AC 2 005
	  	LEA	  	NM
	 AC 2 007
	  	LEA	  	NM
	 AC 2 009
	  	LEA	  	NM
	 AC 2 014
	  	LEA	  	NM
	 AC 2 015
	  	LEA	  	NM
	 AC 2 023
	  	LEA	  	NM
	 AC 2 024
	  	LEA	  	NM
	 AC 2 025
	  	LEA	  	NM
	 AC 2 026
	  	LEA	  	NM
	 AC 2 027
	  	LEA	  	NM
	 AC 2 027 RC
	  	LEA	  	NM
	 AC 2 028
	  	LEA	  	NM
	 AC 2 029
	  	LEA	  	NM
	 AC 2 030
	  	LEA	  	NM
	 AC 2 031
	  	LEA	  	NM
	 AC 2 033
	  	LEA	  	NM
	 AC 2 034
	  	LEA	  	NM
	 AC 2 035 RC
	  	LEA	  	NM
	 AC 2 036 RC
	  	LEA	  	NM
	 AC 2 038
	  	LEA	  	NM
	 AC 2 040
	  	LEA	  	NM
	 AC 2 040
	  	LEA	  	NM
	 AC 2 042
	  	LEA	  	NM
	 AC 2 042 RC
	  	LEA	  	NM
	 AC 2 043
	  	LEA	  	NM
	 AC 2 043 RC
	  	LEA	  	NM
	 AC 2 044
	  	LEA	  	NM
	 AC 2 046
	  	LEA	  	NM
	 AC 2 047
	  	LEA	  	NM
	 AC 2 048
	  	LEA	  	NM
	 AC 2 052
	  	LEA	  	NM
	 AC 2 054
	  	LEA	  	NM
	 AC 2 054 RC
	  	LEA	  	NM
	 AC 2 055
	  	LEA	  	NM
	 AC 2 057
	  	LEA	  	NM
	 AC 2 061
	  	LEA	  	NM
	 AC 2 062
	  	LEA	  	NM
	 AC 2 063
	  	LEA	  	NM
	 AC 2 063 RC
	  	LEA	  	NM
	 AC 2 067
	  	LEA	  	NM
	 AC 2 070
	  	LEA	  	NM
	 AC 2 072 RC
	  	LEA	  	NM
	 AC 2 073
	  	LEA	  	NM
	 AC 2 075
	  	LEA	  	NM
	 AC 2 078
	  	LEA	  	NM
	 AC 2 079
	  	LEA	  	NM
	 AC 2 081
	  	LEA	  	NM
	 AC 2 082
	  	LEA	  	NM
	 AC 2 083
	  	LEA	  	NM
	 AC 2 084
	  	LEA	  	NM
	 AC 2 085
	  	LEA	  	NM
	 AC 2 086
	  	LEA	  	NM
	 AC 2 087
	  	LEA	  	NM
	 AC 2 088
	  	LEA	  	NM
	 AC 2 092 (AC 2 RD 09)
	  	LEA	  	NM
	 AC 3 003
	  	LEA	  	NM
	 AC 3 007
	  	LEA	  	NM
	 AC 3 009
	  	LEA	  	NM
	 AC 3 A 001
	  	LEA	  	NM
	 AC 3 A 002
	  	LEA	  	NM
	 AC 3 A 004
	  	LEA	  	NM
	 AC 3 A 007
	  	LEA	  	NM
	 AC 3 A 009
	  	LEA	  	NM
	 ARES STATE 3
	  	LEA	  	NM
	 B DAVIS 003
	  	LEA	  	NM
	 MATKINS 001
	  	LEA	  	NM
	 MATKINS 002
	  	LEA	  	NM
	 MATKINS 003
	  	LEA	  	NM








					
	 WELL
	  	 COUNTY
	  	 STATE

	 MATKINS 004
	  	LEA	  	NM
	 MATKINS 005
	  	LEA	  	NM
	 MATKINS 006
	  	LEA	  	NM
	 MATKINS 1
	  	LEA	  	NM
	 MATKINS 6
	  	LEA	  	NM
	 ST 157 F 004
	  	LEA	  	NM
	 ST 157 G 004
	  	LEA	  	NM
	 ST 157 G 005
	  	LEA	  	NM
	 STATE 157 G 3
	  	LEA	  	NM
	 STATE 20 1
	  	LEA	  	NM
	 STEVENS B 15-3 L
	  	LEA	  	NM
	 STEVENS B 15-3 U
	  	LEA	  	NM
	 STATE OF NEW MEXICO 35 1
	  	LEA	  	NM
	 STATE OF NEW MEXICO 35-2
	  	LEA	  	NM
	 STATE OF NEW MEXICO 35-3
	  	LEA	  	NM
	 STATE OF NEW MEXICO 35-3 BP1
	  	LEA	  	NM
	 STATE OF NEW MEXICO 35-4 PUD
	  	LEA	  	NM
	 STATE OF NEW MEXICO 35-5 PUD
	  	LEA	  	NM
	 VACUUM 31-1
	  	LEA	  	NM
	 VACUUM 31-1 BP 1
	  	LEA	  	NM
	 MOBIL STATE PUD
	  	LEA	  	NM
	 MOBIL STATE 1
	  	LEA	  	NM
	 WITT 1
	  	EDDY	  	NM
	 STATE OF NEW MEXICO 7 2Y
	  	EDDY	  	NM
	 HUNT-COPE 2 (WAS NO 1)
	  	GAINES	  	TX
	 NORMAN 5, & 8
	  	GAINES	  	TX
	 HELBING RUBY 23-4
	  	CROCKETT	  	TX
	 PARKWAY WEST UNIT 3 AT
	  	EDDY	  	NM
	 PARKWAY WEST UNIT 3 MW
	  	EDDY	  	NM
	 PARKWAY WEST UNIT 5
	  	EDDY	  	NM
	 PARKWAY WEST UNIT 6
	  	EDDY	  	NM
	 PARKWAY WEST UNIT 7
	  	EDDY	  	NM
	 PARKWAY WEST UNIT 8
	  	EDDY	  	NM
	 PARKWAY WEST UNIT 9
	  	EDDY	  	NM
	 PARKWAY WEST UNIT 10
	  	EDDY	  	NM
	 PARKWAY WEST UNIT 12 AT
	  	EDDY	  	NM
	 PARKWAY WEST UNIT 12 MW
	  	EDDY	  	NM
	 PARKWAY WEST UNIT 13
	  	EDDY	  	NM
	 PARKWAY WEST UNIT 14 MW
	  	EDDY	  	NM
	 PARKWAY WEST UNIT 14 WC
	  	EDDY	  	NM
	 PARKWAY WEST UNIT 15
	  	EDDY	  	NM
	 PARKWAY WEST UNIT 17
	  	EDDY	  	NM
	 PARKWAY WEST UNIT 20 (BS)
	  	EDDY	  	NM
	 PARKWAY WEST UNIT 21
	  	EDDY	  	NM
	 PARKWAY WEST UNIT 22
	  	EDDY	  	NM
	 PARKWAY WEST UNIT 2-29
	  	EDDY	  	NM
	 PARKWAY WEST UNIT 24
	  	EDDY	  	NM
	 PARKWAY WEST UNIT 28-4
	  	EDDY	  	NM
	 WEST JORDAN UNIT 1-1
	  	ECTOR	  	TX
	 WAYNE 1
	  	YOAKUM	  	TX
	 CHAMPLIN-CITIES SERVICE 4R
	  	PECOS	  	TX
	 CHAMPLIN-CITIES SERVICE 6
	  	PECOS	  	TX
	 CHAMPLIN-CITIES SERVICE 7
	  	PECOS	  	TX
	 MCDONALD 6-2
	  	PECOS	  	TX
	 MCDONALD ROY -6- 1
	  	PECOS	  	TX
	 UNIVERSITY 18-29
	  	WARD	  	TX
	 UNIVERSITY 18-30
	  	WARD	  	TX
	 UNIVERSITY 18-31
	  	WARD	  	TX
	 CAPRITO 81 1H
	  	WARD	  	TX
	 CAPRITO 82 11U
	  	WARD	  	TX
	 CAPRITO 82 12
	  	WARD	  	TX
	 CAPRITO 82 13
	  	WARD	  	TX
	 CAPRITO 82 1H
	  	WARD	  	TX
	 CAPRITO 82 1L
	  	WARD	  	TX
	 CAPRITO 82 2H
	  	WARD	  	TX
	 CAPRITO 82 2U
	  	WARD	  	TX
	 CAPRITO 82 5
	  	WARD	  	TX
	 CAPRITO 83 12
	  	WARD	  	TX
	 CAPRITO 83 13
	  	WARD	  	TX
	 CAPRITO 83 3,8R,9,4A,6A,7A,10A,11A,12
	  	WARD	  	TX
	 CAPRITO 83-1
	  	WARD	  	TX
	 CAPRITO 98 2H PU
	  	WARD	  	TX
	 CAPRITO 98 1H
	  	WARD	  	TX








					
	 WELL
	  	 COUNTY
	  	 STATE

	 CAPRITO 98 1U
	  	WARD	  	TX
	 CAPRITO 98 6
	  	WARD	  	TX
	 CAPRITO 98 7
	  	WARD	  	TX
	 CAPRITO 99 3,4,8
	  	WARD	  	TX
	 CAPRITO 99 9H NC
	  	WARD	  	TX
	 CAPRITO 99 10
	  	WARD	  	TX
	 CAPRITO 99 2U
	  	WARD	  	TX
	 CAPRITO 100 1
	  	WARD	  	TX
	 CAPRITO 98 2, 3,4R,5,6,7,8,9,11,12,13,14T &15
	  	WARD	  	TX
	 R O C 7502 JV-S 1U
	  	WARD	  	TX
	 ROC 83 1H
	  	WARD	  	TX
	 ROC 83 2H PUD
	  	WARD	  	TX
	 BETTY HARGROVE 1
	  	REEVES	  	TX
	 ANCELL 1
	  	GAINES	  	TX
	 ANCELL 2
	  	GAINES	  	TX
	 ANCELL 3
	  	GAINES	  	TX
	 CUNNINGHAM, H D
	  	GAINES	  	TX
	 FIELDS 1
	  	GAINES	  	TX
	 FIELDS 2
	  	GAINES	  	TX
	 FIELDS 3
	  	GAINES	  	TX
	 FIELDS 4
	  	GAINES	  	TX
	 HAMMOND 1
	  	GAINES	  	TX
	 HAMMOND 2
	  	GAINES	  	TX
	 HAMMOND 3
	  	GAINES	  	TX
	 HAMMOND 4
	  	GAINES	  	TX
	 STRAUCH 1
	  	GAINES	  	TX
	 STRAUCH 2
	  	GAINES	  	TX
	 STRAUCH 3
	  	GAINES	  	TX
	 STRAUCH 4
	  	GAINES	  	TX
	 TRINITY 1H
	  	GAINES	  	TX
	 WOOD 1
	  	GAINES	  	TX
	 WOOD 2
	  	GAINES	  	TX
	 WOOD 3
	  	GAINES	  	TX
	 WOOD 4
	  	GAINES	  	TX
	 WOOD 5
	  	GAINES	  	TX
	 ASKEW, G W 43 A 1
	  	SUTTON	  	TX
	 ASKEW, G W 43 A 2
	  	SUTTON	  	TX
	 BERGER 1
	  	SUTTON	  	TX
	 BERGER A 1
	  	SUTTON	  	TX
	 BERGER A 2
	  	SUTTON	  	TX
	 BERGER A 3
	  	SUTTON	  	TX
	 BERGER A 4
	  	SUTTON	  	TX
	 CARTA 103- 2
	  	SUTTON	  	TX
	 CARTA 103- 3
	  	SUTTON	  	TX
	 CARTA 103- 4
	  	SUTTON	  	TX
	 CARTA 103- 5
	  	SUTTON	  	TX
	 CARTA 103- 6
	  	SUTTON	  	TX
	 CARTA 103- 8
	  	SUTTON	  	TX
	 CARTA 103- 9
	  	SUTTON	  	TX
	 CARTA 103-10
	  	SUTTON	  	TX
	 CARTA 103-11
	  	SUTTON	  	TX
	 CARTA 103-12
	  	SUTTON	  	TX
	 CARTA 103-13
	  	SUTTON	  	TX
	 CARTA 103-14
	  	SUTTON	  	TX
	 CARTA 103-15
	  	SUTTON	  	TX
	 CARTA 103-17 (103-L)
	  	SUTTON	  	TX
	 CARTA 103-M
	  	SUTTON	  	TX
	 CARTA 104- 1
	  	SUTTON	  	TX
	 CARTA 104- 2
	  	SUTTON	  	TX
	 CARTA 104- 3
	  	SUTTON	  	TX
	 CARTA 104- 4
	  	SUTTON	  	TX
	 CARTA 113- 4
	  	SUTTON	  	TX
	 CARTA 113- 5
	  	SUTTON	  	TX
	 CARTA 114- 3
	  	SUTTON	  	TX
	 CARTA 114- 4
	  	SUTTON	  	TX
	 CARTA 114- 5
	  	SUTTON	  	TX
	 CARTA 114- 6
	  	SUTTON	  	TX
	 CARTA 114- 7
	  	SUTTON	  	TX
	 CARTA 114- 8
	  	SUTTON	  	TX
	 CARTA 114- 9
	  	SUTTON	  	TX
	 CARTA 114-10
	  	SUTTON	  	TX
	 CARTA 114-11
	  	SUTTON	  	TX
	 CARTA 114-12
	  	SUTTON	  	TX








					
	 WELL
	  	 COUNTY
	  	 STATE

	 CARTA 114-B
	  	SUTTON	  	TX
	 CARTA 114-I
	  	SUTTON	  	TX
	 CARTA 114-P
	  	SUTTON	  	TX
	 CUSENBARY 59-1
	  	SUTTON	  	TX
	 CUSENBARY 59-2
	  	SUTTON	  	TX
	 CUSENBARY 59-3
	  	SUTTON	  	TX
	 CUSENBARY 59-4
	  	SUTTON	  	TX
	 CUSENBARY 59-5
	  	SUTTON	  	TX
	 CUSENBARY 59-6
	  	SUTTON	  	TX
	 CUSENBARY 59-7
	  	SUTTON	  	TX
	 CUSENBARY 59-8
	  	SUTTON	  	TX
	 CUSENBARY F-2 BP
	  	SUTTON	  	TX
	 CUSENBARY F-3 BP
	  	SUTTON	  	TX
	 CUSENBARY G-2 BP
	  	SUTTON	  	TX
	 CUSENBARY, WR 34-1
	  	SUTTON	  	TX
	 CUSENBARY, WR 34-2
	  	SUTTON	  	TX
	 CUSENBARY, WR 34-3
	  	SUTTON	  	TX
	 CUSENBARY, WR 34-4
	  	SUTTON	  	TX
	 CUSENBARY, WR 34-5
	  	SUTTON	  	TX
	 CUSENBARY, WR 35-4
	  	SUTTON	  	TX
	 CUSENBARY, WR 38-2
	  	SUTTON	  	TX
	 CUSENBARY, WR A 1
	  	SUTTON	  	TX
	 CUSENBARY, WR A 2
	  	SUTTON	  	TX
	 CUSENBARY, WR B 2
	  	SUTTON	  	TX
	 CUSENBARY, WR F 1
	  	SUTTON	  	TX
	 CUSENBARY, WR F 2
	  	SUTTON	  	TX
	 CUSENBARY, WR F 3
	  	SUTTON	  	TX
	 CUSENBARY, WR G 1
	  	SUTTON	  	TX
	 CUSENBARY, WR G 2
	  	SUTTON	  	TX
	 CUSENBARY, WR G 3
	  	SUTTON	  	TX
	 ESPY 33-3
	  	SUTTON	  	TX
	 ESPY A 1
	  	SUTTON	  	TX
	 ESPY A 3
	  	SUTTON	  	TX
	 ESPY HT 9- 9 (9-A)
	  	SUTTON	  	TX
	 ESPY HT 9-10 (9-D)
	  	SUTTON	  	TX
	 ESPY HT A 16-4 (16-L)
	  	SUTTON	  	TX
	 ESPY HT B 17-4 (17-O)
	  	SUTTON	  	TX
	 ESPY, H T 1 L
	  	SUTTON	  	TX
	 ESPY, H T 2
	  	SUTTON	  	TX
	 ESPY, H T 3 U
	  	SUTTON	  	TX
	 ESPY, H T 4
	  	SUTTON	  	TX
	 ESPY, H T 6
	  	SUTTON	  	TX
	 ESPY, H T 7
	  	SUTTON	  	TX
	 ESPY, H T 8
	  	SUTTON	  	TX
	 ESPY, H T A 2
	  	SUTTON	  	TX
	 ESPY, H T B 1
	  	SUTTON	  	TX
	 ESPY, H T B 2
	  	SUTTON	  	TX
	 ESPY, H T B 3
	  	SUTTON	  	TX
	 ESPY, THOMAS 1
	  	SUTTON	  	TX
	 ESPY, THOMAS 2
	  	SUTTON	  	TX
	 FIELDS, J D 1-48
	  	SUTTON	  	TX
	 FIELDS, J D 3-48
	  	SUTTON	  	TX
	 FIELDS, J D 5-48
	  	SUTTON	  	TX
	 GALBREATH 89- 2
	  	SUTTON	  	TX
	 GALBREATH, M S 1
	  	SUTTON	  	TX
	 GENINI 33- 1
	  	SUTTON	  	TX
	 GENINI 33- 3
	  	SUTTON	  	TX
	 GENINI 33- 5
	  	SUTTON	  	TX
	 GENINI 33- 6
	  	SUTTON	  	TX








					
	 WELL
	  	 COUNTY
	  	 STATE

	 GENINI 33- 7
	  	SUTTON	  	TX
	 GENINI 33- 8
	  	SUTTON	  	TX
	 GENINI 33- 9
	  	SUTTON	  	TX
	 GENINI 33-11
	  	SUTTON	  	TX
	 GENINI 33-12
	  	SUTTON	  	TX
	 GENINI 33-13
	  	SUTTON	  	TX
	 GENINI 33-14
	  	SUTTON	  	TX
	 GENINI 33-15
	  	SUTTON	  	TX
	 GENINI 37- 1X
	  	SUTTON	  	TX
	 GENINI 37- 2
	  	SUTTON	  	TX
	 GENINI 37- 3
	  	SUTTON	  	TX
	 GENINI 37- 4
	  	SUTTON	  	TX
	 GENINI 37- 5
	  	SUTTON	  	TX
	 GENINI 37- 6
	  	SUTTON	  	TX
	 GENINI 37- 7
	  	SUTTON	  	TX
	 GENINI 37- 8
	  	SUTTON	  	TX
	 GENINI 37- 9
	  	SUTTON	  	TX
	 GENINI 37-11
	  	SUTTON	  	TX
	 GENINI 37-13
	  	SUTTON	  	TX
	 GENINI 37-14 (37-F)
	  	SUTTON	  	TX
	 GENINI 38- 1
	  	SUTTON	  	TX
	 GENINI 38- 2
	  	SUTTON	  	TX
	 GENINI 38- 3
	  	SUTTON	  	TX
	 GENINI 38- 4
	  	SUTTON	  	TX
	 GENINI 38- 5
	  	SUTTON	  	TX
	 GENINI 38- 6
	  	SUTTON	  	TX
	 GENINI 38- 7
	  	SUTTON	  	TX
	 GENINI 38- 8
	  	SUTTON	  	TX
	 GENINI 38- 9
	  	SUTTON	  	TX
	 GENINI 38-10
	  	SUTTON	  	TX
	 GENINI 38-11
	  	SUTTON	  	TX
	 GENINI 38-12
	  	SUTTON	  	TX
	 GENINI 38-I
	  	SUTTON	  	TX
	 GENINI 128- 2
	  	SUTTON	  	TX
	 GENINI 128- 3
	  	SUTTON	  	TX
	 GENINI 128- 4
	  	SUTTON	  	TX
	 GENINI 128- 5
	  	SUTTON	  	TX
	 GENINI 128- 6
	  	SUTTON	  	TX
	 GENINI 128-A
	  	SUTTON	  	TX
	 GENINI 128-G
	  	SUTTON	  	TX
	 GENINI 128-P
	  	SUTTON	  	TX
	 GENINI 37-P
	  	SUTTON	  	TX
	 JONES 97- 1
	  	SUTTON	  	TX
	 JONES 97- 2
	  	SUTTON	  	TX
	 JONES 97- 3
	  	SUTTON	  	TX
	 JONES 97- 4
	  	SUTTON	  	TX
	 JONES 97- 5
	  	SUTTON	  	TX
	 JONES 97- 6
	  	SUTTON	  	TX
	 JONES 97- 7
	  	SUTTON	  	TX
	 JONES 97- 9 (97-G)
	  	SUTTON	  	TX
	 JONES 97-10
	  	SUTTON	  	TX
	 JONES 97-11
	  	SUTTON	  	TX
	 JONES 97-12
	  	SUTTON	  	TX
	 JONES 97-13 (97-O)
	  	SUTTON	  	TX
	 JONES 97-15
	  	SUTTON	  	TX
	 JONES 119- 1
	  	SUTTON	  	TX
	 JONES 119- 2
	  	SUTTON	  	TX
	 JONES 119- 3
	  	SUTTON	  	TX
	 JONES 119- 4
	  	SUTTON	  	TX
	 JONES 119- 5
	  	SUTTON	  	TX
	 JONES 119- 6
	  	SUTTON	  	TX
	 JONES 119- 7
	  	SUTTON	  	TX
	 JONES 119- 8
	  	SUTTON	  	TX
	 JONES 119- 9
	  	SUTTON	  	TX
	 JONES 119-10
	  	SUTTON	  	TX
	 JONES 119-11
	  	SUTTON	  	TX
	 JONES 119-12
	  	SUTTON	  	TX
	 JONES 119-13
	  	SUTTON	  	TX
	 JONES 119-15
	  	SUTTON	  	TX
	 JONES 119-16
	  	SUTTON	  	TX
	 JONES 119-17
	  	SUTTON	  	TX
	 JONES 119-18 (119-J)
	  	SUTTON	  	TX
	 JONES 121- 1
	  	SUTTON	  	TX
	 JONES 121- 2
	  	SUTTON	  	TX
	 JONES 121- 3
	  	SUTTON	  	TX
	 JONES 121- 4
	  	SUTTON	  	TX
	 JONES 121- 5
	  	SUTTON	  	TX
	 JONES 121- 6
	  	SUTTON	  	TX
	 JONES 121- 7
	  	SUTTON	  	TX
	 JONES 121- 8
	  	SUTTON	  	TX
	 JONES 121- 9
	  	SUTTON	  	TX
	 JONES 121-10
	  	SUTTON	  	TX
	 JONES 121-11
	  	SUTTON	  	TX
	 JONES 121-12
	  	SUTTON	  	TX
	 JONES 121-13
	  	SUTTON	  	TX
	 JONES 121-14
	  	SUTTON	  	TX
	 JONES 121-15
	  	SUTTON	  	TX








					
	 WELL
	  	 COUNTY
	  	 STATE

	 JONES 121-16
	  	SUTTON	  	TX
	 JONES 121-19
	  	SUTTON	  	TX
	 JONES 122- 1
	  	SUTTON	  	TX
	 JONES 122- 2
	  	SUTTON	  	TX
	 JONES 122- 3
	  	SUTTON	  	TX
	 JONES 122- 4
	  	SUTTON	  	TX
	 JONES 122- 5
	  	SUTTON	  	TX
	 JONES 122- 6
	  	SUTTON	  	TX
	 JONES 122- 7
	  	SUTTON	  	TX
	 JONES 122- 8
	  	SUTTON	  	TX
	 JONES 122- 9
	  	SUTTON	  	TX
	 JONES 122-10
	  	SUTTON	  	TX
	 JONES 122-11
	  	SUTTON	  	TX
	 JONES 122-12
	  	SUTTON	  	TX
	 JONES 122-13
	  	SUTTON	  	TX
	 JONES 122-14
	  	SUTTON	  	TX
	 JONES 122-15
	  	SUTTON	  	TX
	 JONES 122-16
	  	SUTTON	  	TX
	 JONES 122-17
	  	SUTTON	  	TX
	 JONES 122-18
	  	SUTTON	  	TX
	 JONES 122-19
	  	SUTTON	  	TX
	 MAYER 1- 1
	  	SUTTON	  	TX
	 MAYER 1- 2
	  	SUTTON	  	TX
	 MAYER 1- 3
	  	SUTTON	  	TX
	 MAYER 1- 4
	  	SUTTON	  	TX
	 MAYER 1- 5
	  	SUTTON	  	TX
	 MAYER 1- 6
	  	SUTTON	  	TX
	 MAYER 1- 7
	  	SUTTON	  	TX
	 MAYER 3- 1
	  	SUTTON	  	TX
	 MAYER 3- 2
	  	SUTTON	  	TX
	 MAYER 3B- 1
	  	SUTTON	  	TX
	 MAYER 3B- 2
	  	SUTTON	  	TX
	 MAYER 3B- 3
	  	SUTTON	  	TX
	 MAYER 3B- 5
	  	SUTTON	  	TX
	 MAYER 3B- 6
	  	SUTTON	  	TX
	 MAYER 3B- 7
	  	SUTTON	  	TX
	 MAYER 3B- 8
	  	SUTTON	  	TX
	 MAYER 3B- 9
	  	SUTTON	  	TX
	 MAYER 3D- 2
	  	SUTTON	  	TX
	 MAYER 3D- 3
	  	SUTTON	  	TX
	 MAYER 3D- 4
	  	SUTTON	  	TX
	 MAYER 3D- 5
	  	SUTTON	  	TX
	 MAYER 3D- 6
	  	SUTTON	  	TX
	 MAYER 3D- 7
	  	SUTTON	  	TX
	 MAYER 3D- 8
	  	SUTTON	  	TX
	 MAYER 15- 1
	  	SUTTON	  	TX
	 MAYER 15- 2
	  	SUTTON	  	TX
	 MAYER 15- 3
	  	SUTTON	  	TX
	 MAYER 15- 4
	  	SUTTON	  	TX
	 MAYER 15- 5
	  	SUTTON	  	TX
	 MAYER 15- 6
	  	SUTTON	  	TX
	 MAYER 15- 7
	  	SUTTON	  	TX
	 MAYER 15- 8
	  	SUTTON	  	TX
	 MAYER 15- 9
	  	SUTTON	  	TX
	 MAYER 15-10
	  	SUTTON	  	TX
	 MAYER 15-11
	  	SUTTON	  	TX
	 MAYER 15-12
	  	SUTTON	  	TX
	 MAYER 15-13
	  	SUTTON	  	TX
	 MAYER 15-14
	  	SUTTON	  	TX
	 MAYER 15-15
	  	SUTTON	  	TX
	 MAYER 15-16
	  	SUTTON	  	TX
	 MAYER 15-17
	  	SUTTON	  	TX
	 MAYER 15-18
	  	SUTTON	  	TX
	 MAYER 15-19
	  	SUTTON	  	TX
	 MAYER 15-20
	  	SUTTON	  	TX
	 MAYER 15-21
	  	SUTTON	  	TX
	 MAYER 21- 1
	  	SUTTON	  	TX
	 MAYER 21- 2
	  	SUTTON	  	TX
	 MAYER 21- 3A
	  	SUTTON	  	TX
	 MAYER 21- 5
	  	SUTTON	  	TX
	 MAYER 21- 6
	  	SUTTON	  	TX
	 MAYER 21- 7
	  	SUTTON	  	TX
	 MAYER 21- 8
	  	SUTTON	  	TX








					
	 WELL
	  	 COUNTY
	  	 STATE

	 MAYER 21- 9
	  	SUTTON	  	TX
	 MAYER 21-10
	  	SUTTON	  	TX
	 MAYER 21-11
	  	SUTTON	  	TX
	 MAYER 21-12
	  	SUTTON	  	TX
	 MAYER 21-13
	  	SUTTON	  	TX
	 MAYER 21-14
	  	SUTTON	  	TX
	 MAYER 21-15
	  	SUTTON	  	TX
	 MAYER 21-16
	  	SUTTON	  	TX
	 MAYER 21-17
	  	SUTTON	  	TX
	 MAYER 3B-10X
	  	SUTTON	  	TX
	 MCMILLAN, W B 1 DM
	  	SUTTON	  	TX
	 MCMILLAN, W B 1 KS
	  	SUTTON	  	TX
	 MCMILLAN, W B 2 DM
	  	SUTTON	  	TX
	 MCMILLAN, W B 2 KS
	  	SUTTON	  	TX
	 MCMILLAN, W B 3 DM
	  	SUTTON	  	TX
	 MCMILLAN, W B 3 KS
	  	SUTTON	  	TX
	 MCMILLAN, W B 4 DM
	  	SUTTON	  	TX
	 MCMILLAN, W B 4 KS
	  	SUTTON	  	TX
	 MCMILLAN, W B 5 DM
	  	SUTTON	  	TX
	 MEIRS A 14- 9
	  	SUTTON	  	TX
	 MEIRS A 80 17
	  	SUTTON	  	TX
	 MIERS A 14- 4
	  	SUTTON	  	TX
	 MIERS A 14- 7
	  	SUTTON	  	TX
	 MIERS A 15- 1
	  	SUTTON	  	TX
	 MIERS A 15- 5
	  	SUTTON	  	TX
	 MIERS A 15-10
	  	SUTTON	  	TX
	 MIERS A 15-11
	  	SUTTON	  	TX
	 MIERS A 15-12
	  	SUTTON	  	TX
	 MIERS A 15-14
	  	SUTTON	  	TX
	 MIERS A 15-15
	  	SUTTON	  	TX
	 MIERS A 15-16
	  	SUTTON	  	TX
	 MIERS A 15-17
	  	SUTTON	  	TX
	 MIERS A 15-18
	  	SUTTON	  	TX
	 MIERS A 15-19
	  	SUTTON	  	TX
	 MIERS A 15-20
	  	SUTTON	  	TX
	 MIERS A 15-21
	  	SUTTON	  	TX
	 MIERS A 80-17
	  	SUTTON	  	TX
	 MIERS A 82- 2
	  	SUTTON	  	TX
	 MIERS A 82- 6
	  	SUTTON	  	TX
	 MIERS A 82- 8
	  	SUTTON	  	TX
	 MIERS A 82- 9
	  	SUTTON	  	TX
	 MIERS A 82-13
	  	SUTTON	  	TX
	 MIERS A 82-15
	  	SUTTON	  	TX
	 MIERS A 82-16
	  	SUTTON	  	TX
	 MIERS A 82-18
	  	SUTTON	  	TX
	 MIERS A 82-19
	  	SUTTON	  	TX
	 REED, FRANK 117- 1
	  	SUTTON	  	TX
	 REED, FRANK 117- 2
	  	SUTTON	  	TX
	 REED, FRANK 117- 3
	  	SUTTON	  	TX
	 REED, FRANK 117- 5
	  	SUTTON	  	TX
	 REED, FRANK 117- 6
	  	SUTTON	  	TX
	 REED, FRANK 117- 7
	  	SUTTON	  	TX
	 REED, FRANK 117- 8
	  	SUTTON	  	TX
	 REED, FRANK 117- 9
	  	SUTTON	  	TX
	 REED, FRANK 117-10
	  	SUTTON	  	TX
	 REED, FRANK 117-11
	  	SUTTON	  	TX
	 REED, FRANK 117-12
	  	SUTTON	  	TX
	 REED, FRANK 117-13
	  	SUTTON	  	TX
	 REED, FRANK 117-14
	  	SUTTON	  	TX
	 REED, FRANK 117-15
	  	SUTTON	  	TX
	 REED, FRANK 117-16
	  	SUTTON	  	TX
	 REED, FRANK 117-17
	  	SUTTON	  	TX
	 REED, FRANK 117-19
	  	SUTTON	  	TX
	 SAWYER 113- 2
	  	SUTTON	  	TX
	 SAWYER 113- 3
	  	SUTTON	  	TX
	 SAWYER 113- 4
	  	SUTTON	  	TX
	 SAWYER 113- 5
	  	SUTTON	  	TX
	 SAWYER 113- 6
	  	SUTTON	  	TX
	 SAWYER 113- 7
	  	SUTTON	  	TX
	 SAWYER 113- 8
	  	SUTTON	  	TX
	 SAWYER 113- 9
	  	SUTTON	  	TX
	 SAWYER 113-11
	  	SUTTON	  	TX
	 SAWYER 113-12
	  	SUTTON	  	TX








					
	 WELL
	  	 COUNTY
	  	 STATE

	 SAWYER 113-13
	  	SUTTON	  	TX
	 SAWYER 113-15
	  	SUTTON	  	TX
	 SAWYER 113-16
	  	SUTTON	  	TX
	 SAWYER 113-18 (113-F)
	  	SUTTON	  	TX
	 SAWYER 113-19 (113-I)
	  	SUTTON	  	TX
	 SAWYER 113-20 (113-14 M)
	  	SUTTON	  	TX
	 SAWYER 129- 3
	  	SUTTON	  	TX
	 SAWYER 129- 4
	  	SUTTON	  	TX
	 SAWYER 129- 5
	  	SUTTON	  	TX
	 SAWYER 129- 6
	  	SUTTON	  	TX
	 SAWYER 129- 7
	  	SUTTON	  	TX
	 SAWYER 129- 8
	  	SUTTON	  	TX
	 SAWYER 129- 9
	  	SUTTON	  	TX
	 SAWYER 129-10
	  	SUTTON	  	TX
	 SAWYER 129-11
	  	SUTTON	  	TX
	 SAWYER 129-12
	  	SUTTON	  	TX
	 SAWYER 129-13
	  	SUTTON	  	TX
	 SAWYER 129-15
	  	SUTTON	  	TX
	 SAWYER 129-16
	  	SUTTON	  	TX
	 SAWYER 129-17
	  	SUTTON	  	TX
	 SAWYER 129-18
	  	SUTTON	  	TX
	 SAWYER 129-19
	  	SUTTON	  	TX
	 SAWYER 143- 1
	  	SUTTON	  	TX
	 SAWYER 143- 2
	  	SUTTON	  	TX
	 SAWYER 143- 4
	  	SUTTON	  	TX
	 SAWYER 143- 5
	  	SUTTON	  	TX
	 SAWYER 143- 6
	  	SUTTON	  	TX
	 SAWYER 143- 7
	  	SUTTON	  	TX
	 SAWYER 143- 8
	  	SUTTON	  	TX
	 SAWYER 143- 9
	  	SUTTON	  	TX
	 SAWYER 143-10
	  	SUTTON	  	TX
	 SAWYER 143-11
	  	SUTTON	  	TX
	 SAWYER 143-12
	  	SUTTON	  	TX
	 SAWYER 143-13
	  	SUTTON	  	TX
	 SAWYER 143-14
	  	SUTTON	  	TX
	 SAWYER 143-15
	  	SUTTON	  	TX
	 SAWYER 143-16
	  	SUTTON	  	TX
	 SAWYER 143-17
	  	SUTTON	  	TX
	 SAWYER 143-18
	  	SUTTON	  	TX
	 SAWYER 144-05-1
	  	SUTTON	  	TX
	 SAWYER 145-01
	  	SUTTON	  	TX
	 SAWYER 145-03
	  	SUTTON	  	TX
	 SAWYER 145-04
	  	SUTTON	  	TX
	 SAWYER 145-05
	  	SUTTON	  	TX
	 SAWYER 145-06
	  	SUTTON	  	TX
	 SAWYER 145-07
	  	SUTTON	  	TX
	 SAWYER 145-08
	  	SUTTON	  	TX
	 SAWYER 145-09
	  	SUTTON	  	TX
	 SAWYER 145-10
	  	SUTTON	  	TX
	 SAWYER 145-11
	  	SUTTON	  	TX
	 SAWYER 145-12
	  	SUTTON	  	TX
	 SAWYER 145-13
	  	SUTTON	  	TX
	 SAWYER 145-14
	  	SUTTON	  	TX
	 SAWYER 145-15
	  	SUTTON	  	TX
	 SAWYER 145-16
	  	SUTTON	  	TX
	 SAWYER 145-17
	  	SUTTON	  	TX
	 SAWYER 145-18
	  	SUTTON	  	TX
	 SAWYER 145-19
	  	SUTTON	  	TX
	 SAWYER 145-20
	  	SUTTON	  	TX
	 SAWYER 146- 1
	  	SUTTON	  	TX
	 SAWYER 146- 2
	  	SUTTON	  	TX
	 SAWYER 146- 3
	  	SUTTON	  	TX
	 SAWYER 146- 4
	  	SUTTON	  	TX
	 SAWYER 146- 5
	  	SUTTON	  	TX
	 SAWYER 146- 6
	  	SUTTON	  	TX
	 SAWYER 146- 7
	  	SUTTON	  	TX
	 SAWYER 146- 8
	  	SUTTON	  	TX
	 SAWYER 146- 9
	  	SUTTON	  	TX
	 SAWYER 146-10
	  	SUTTON	  	TX
	 SAWYER 146-11
	  	SUTTON	  	TX
	 SAWYER 146-12
	  	SUTTON	  	TX
	 SAWYER 146-13
	  	SUTTON	  	TX
	 SAWYER 146-14
	  	SUTTON	  	TX








					
	 WELL
	  	 COUNTY
	  	 STATE

	 SAWYER 146-15
	  	SUTTON	  	TX
	 SAWYER 146-16
	  	SUTTON	  	TX
	 SAWYER 146-17
	  	SUTTON	  	TX
	 SAWYER 146-19
	  	SUTTON	  	TX
	 SAWYER 167- 1
	  	SUTTON	  	TX
	 SAWYER 167- 2
	  	SUTTON	  	TX
	 SAWYER 167- 3
	  	SUTTON	  	TX
	 SAWYER 167- 4
	  	SUTTON	  	TX
	 SAWYER 167- 5
	  	SUTTON	  	TX
	 SAWYER 167- 8
	  	SUTTON	  	TX
	 SAWYER 167- 9
	  	SUTTON	  	TX
	 SAWYER 167-10
	  	SUTTON	  	TX
	 SAWYER 167-11
	  	SUTTON	  	TX
	 SAWYER 167-12
	  	SUTTON	  	TX
	 SAWYER 167-13
	  	SUTTON	  	TX
	 SAWYER 167-14
	  	SUTTON	  	TX
	 SAWYER 167-15
	  	SUTTON	  	TX
	 SAWYER 167-16
	  	SUTTON	  	TX
	 SAWYER 167-17
	  	SUTTON	  	TX
	 SAWYER 167-18
	  	SUTTON	  	TX
	 SAWYER 169- 3
	  	SUTTON	  	TX
	 SAWYER 169- 4
	  	SUTTON	  	TX
	 SAWYER 169- 5
	  	SUTTON	  	TX
	 SAWYER 169- 6
	  	SUTTON	  	TX
	 SAWYER 169- 7
	  	SUTTON	  	TX
	 SAWYER 169- 8
	  	SUTTON	  	TX
	 SAWYER 169- 9
	  	SUTTON	  	TX
	 SAWYER 169-11
	  	SUTTON	  	TX
	 SAWYER 169-12
	  	SUTTON	  	TX
	 SAWYER 169-13
	  	SUTTON	  	TX
	 SAWYER 169-14
	  	SUTTON	  	TX
	 SAWYER 169-16
	  	SUTTON	  	TX
	 SAWYER 170- 1
	  	SUTTON	  	TX
	 SAWYER 170- 2
	  	SUTTON	  	TX
	 SAWYER 170- 3
	  	SUTTON	  	TX
	 SAWYER 170- 4
	  	SUTTON	  	TX
	 SAWYER 170- 5
	  	SUTTON	  	TX
	 SAWYER 170- 6
	  	SUTTON	  	TX
	 SAWYER 170- 7
	  	SUTTON	  	TX
	 SAWYER 170- 8
	  	SUTTON	  	TX
	 SAWYER 170- 9
	  	SUTTON	  	TX
	 SAWYER 170-10
	  	SUTTON	  	TX
	 SAWYER 170-11
	  	SUTTON	  	TX
	 SAWYER 170-12
	  	SUTTON	  	TX
	 SAWYER 170-13
	  	SUTTON	  	TX
	 SAWYER 170-14
	  	SUTTON	  	TX
	 SAWYER A 144- 1
	  	SUTTON	  	TX
	 SAWYER A 144- 2
	  	SUTTON	  	TX
	 SAWYER A 144- 4
	  	SUTTON	  	TX
	 SAWYER A 144- 5
	  	SUTTON	  	TX
	 SAWYER A 144- 6
	  	SUTTON	  	TX
	 SAWYER A 144- 7
	  	SUTTON	  	TX
	 SAWYER A 144- 8
	  	SUTTON	  	TX
	 SAWYER A 144- 9
	  	SUTTON	  	TX
	 SAWYER A 144-10
	  	SUTTON	  	TX
	 SAWYER A 144-11
	  	SUTTON	  	TX
	 SAWYER A 144-12
	  	SUTTON	  	TX
	 SAWYER A 144-13
	  	SUTTON	  	TX
	 SAWYER A 144-14
	  	SUTTON	  	TX
	 SAWYER A 144-15
	  	SUTTON	  	TX
	 SAWYER A 144-16
	  	SUTTON	  	TX
	 SAWYER A 144-17
	  	SUTTON	  	TX
	 SAWYER A 144-19
	  	SUTTON	  	TX
	 SHURLEY 98- 1
	  	SUTTON	  	TX
	 SHURLEY 98- 2
	  	SUTTON	  	TX
	 SHURLEY 98- 3
	  	SUTTON	  	TX
	 SHURLEY 98- 5
	  	SUTTON	  	TX
	 SHURLEY 98- 6
	  	SUTTON	  	TX
	 SHURLEY 98- 7
	  	SUTTON	  	TX
	 SHURLEY 98- 8
	  	SUTTON	  	TX
	 SHURLEY 98- 9
	  	SUTTON	  	TX
	 SHURLEY 98-10
	  	SUTTON	  	TX
	 SHURLEY 98-11
	  	SUTTON	  	TX








					
	 WELL
	  	 COUNTY
	  	 STATE

	 SHURLEY 98-12
	  	SUTTON	  	TX
	 SHURLEY 98-14
	  	SUTTON	  	TX
	 SHURLEY 98-15
	  	SUTTON	  	TX
	 SHURLEY 98-16
	  	SUTTON	  	TX
	 SHURLEY A 99- 1
	  	SUTTON	  	TX
	 SHURLEY A 99- 2
	  	SUTTON	  	TX
	 SHURLEY A 99- 3
	  	SUTTON	  	TX
	 SHURLEY A 99- 4
	  	SUTTON	  	TX
	 SHURLEY A 99- 5
	  	SUTTON	  	TX
	 SHURLEY A 99- 6
	  	SUTTON	  	TX
	 SHURLEY A 99- 7
	  	SUTTON	  	TX
	 SHURLEY A 99- 8
	  	SUTTON	  	TX
	 SHURLEY A 99- 9
	  	SUTTON	  	TX
	 SHURLEY A 99-10
	  	SUTTON	  	TX
	 SHURLEY A 99-11
	  	SUTTON	  	TX
	 SHURLEY A 99-12
	  	SUTTON	  	TX
	 SHURLEY A 99-14
	  	SUTTON	  	TX
	 SHURLEY A 99-16
	  	SUTTON	  	TX
	 SHURLEY B 97- 1
	  	SUTTON	  	TX
	 SHURLEY B 97- 2
	  	SUTTON	  	TX
	 SHURLEY B 97- 3
	  	SUTTON	  	TX
	 SHURLEY B 97- 4
	  	SUTTON	  	TX
	 SHURLEY B 97- 5
	  	SUTTON	  	TX
	 SHURLEY B 97- 6
	  	SUTTON	  	TX
	 SHURLEY B 97- 7
	  	SUTTON	  	TX
	 SHURLEY B 97- 8
	  	SUTTON	  	TX
	 SHURLEY B 97- 9
	  	SUTTON	  	TX
	 SHURLEY B 97-10
	  	SUTTON	  	TX
	 SHURLEY B 97-11
	  	SUTTON	  	TX
	 SHURLEY B 97-12
	  	SUTTON	  	TX
	 SHURLEY B 97-13
	  	SUTTON	  	TX
	 SHURLEY B 97-14
	  	SUTTON	  	TX
	 SHURLEY B 97-15
	  	SUTTON	  	TX
	 SHURLEY B 97-16
	  	SUTTON	  	TX
	 SHURLEY C 98- 2
	  	SUTTON	  	TX
	 SHURLEY C 99- 1
	  	SUTTON	  	TX
	 SHURLEY D 98- 2
	  	SUTTON	  	TX
	 SHURLEY D 99- 1
	  	SUTTON	  	TX
	 SHURLEY, DAVID 1A
	  	SUTTON	  	TX
	 WARD C 109- 1
	  	SUTTON	  	TX
	 WARD C 109- 7
	  	SUTTON	  	TX
	 WARD C 109-11
	  	SUTTON	  	TX
	 WARD C 109-16
	  	SUTTON	  	TX
	 WARD C 109-21
	  	SUTTON	  	TX
	 WARD C 109-22
	  	SUTTON	  	TX
	 WARD C 109-23
	  	SUTTON	  	TX
	 WARD C 109-27
	  	SUTTON	  	TX
	 WARD C 109-37
	  	SUTTON	  	TX
	 WARD C 115- 2
	  	SUTTON	  	TX
	 WARD C 115- 6
	  	SUTTON	  	TX
	 WARD C 115-12
	  	SUTTON	  	TX
	 WARD C 115-13
	  	SUTTON	  	TX
	 WARD C 115-25
	  	SUTTON	  	TX
	 WARD C 115-32
	  	SUTTON	  	TX
	 WARD C 115-33
	  	SUTTON	  	TX
	 WARD C 116- 3
	  	SUTTON	  	TX
	 WARD C 116- 8
	  	SUTTON	  	TX
	 WARD C 116-14
	  	SUTTON	  	TX
	 WARD C 116-15
	  	SUTTON	  	TX
	 WARD C 116-24
	  	SUTTON	  	TX
	 WARD C 116-28
	  	SUTTON	  	TX
	 WARD C 116-29
	  	SUTTON	  	TX
	 WARD C 116-34
	  	SUTTON	  	TX
	 WARD C 125- 4
	  	SUTTON	  	TX
	 WARD C 125-10
	  	SUTTON	  	TX
	 WARD C 125-19
	  	SUTTON	  	TX
	 WARD C 125-20
	  	SUTTON	  	TX
	 WARD C 125-30
	  	SUTTON	  	TX
	 WARD C 126- 9
	  	SUTTON	  	TX
	 WARD C 126-17
	  	SUTTON	  	TX
	 WARD C 126-18
	  	SUTTON	  	TX
	 WARD C 126-26
	  	SUTTON	  	TX
	 WARD C 126-31
	  	SUTTON	  	TX








					
	 WELL
	  	 COUNTY
	  	 STATE

	 WARD C-41
	  	SUTTON	  	TX
	 WARD C-42
	  	SUTTON	  	TX
	 WARD, RIP 92-5
	  	SUTTON	  	TX
	 WARD, RIP 92-6
	  	SUTTON	  	TX
	 WARD, RIP 100-6
	  	SUTTON	  	TX
	 WARD, RIP 100-7
	  	SUTTON	  	TX
	 WARD, RIP 101-4
	  	SUTTON	  	TX
	 CLOUDT 62-1
	  	EDWARDS	  	TX
	 CLOUDT BRTHRS 69-1
	  	EDWARDS	  	TX
	 CLOUDT, RH 4-1
	  	EDWARDS	  	TX
	 STATE MTS 2
	  	LEA	  	NM
	 STATE MTS 3
	  	LEA	  	NM
	 SCOTT F H 31-1
	  	WARD	  	TX
	 SCOTT F H 31-2
	  	WARD	  	TX
	 SCOTT F H 33-2
	  	WARD	  	TX
	 SCOTT F H STATE A 1
	  	WARD	  	TX
	 WATSON L M STATE 1U ST
	  	WARD	  	TX
	 SHAFTER LAKE SAN ANDRES UNIT 3
	  	ANDREWS	  	TX
	 BLACKSTONE SLAUGHTER 2-19H
	  	PECOS	  	TX
	 BLACKSTONE SLAUGHTER 3-19H
	  	PECOS	  	TX
	 BLACKSTONE SLAUGHTER 4-19H
	  	PECOS	  	TX
	 FED 19- 1
	  	EDDY	  	NM
	 FED 19- 1 BP1
	  	EDDY	  	NM
	 FED 19- 3
	  	EDDY	  	NM
	 FED 19- 3 BP1
	  	EDDY	  	NM
	 FED 19- 4
	  	EDDY	  	NM
	 FED 19- 4 BP1
	  	EDDY	  	NM
	 FED 19- 4 BP2
	  	EDDY	  	NM
	 FED 19- 5
	  	EDDY	  	NM
	 FED 19- 6
	  	EDDY	  	NM
	 FED 19- 6 BP1
	  	EDDY	  	NM
	 FED 19- 7
	  	EDDY	  	NM
	 FED 19- 7 BP1
	  	EDDY	  	NM
	 FED 19- 8
	  	EDDY	  	NM
	 FED 19- 9
	  	EDDY	  	NM
	 FED 19- 9 BP1
	  	EDDY	  	NM
	 FED 19-10
	  	EDDY	  	NM
	 FED 19-10 BP1
	  	EDDY	  	NM
	 FED 24- 1
	  	EDDY	  	NM
	 FED 24A- 4
	  	EDDY	  	NM
	 FED 24A- 4 BP1
	  	EDDY	  	NM
	 FED 24B- 5
	  	EDDY	  	NM
	 FED 24G- 2
	  	EDDY	  	NM
	 FED 24G- 2 BP1
	  	EDDY	  	NM
	 FED 24J- 3
	  	EDDY	  	NM
	 FED 30C-1
	  	EDDY	  	NM
	 GREENWOOD FED 2
	  	EDDY	  	NM
	 SMYER EAST CLEARFORK UNIT 1
	  	HOCKLEY	  	TX
	 DRIVER J W 1
	  	GLASSCOCK	  	TX
	 MCKASKLE M 1
	  	MARTIN	  	TX
	 MEINERS 1
	  	UPTON	  	TX
	 PEMBROOK UNIT
	  	UPTON	  	TX
	 SYNATSCHK 1
	  	MIDLAND	  	TX
	 STORIE S C 1 GLO
	  	GARZA	  	TX
	 STORIE S C 2C & 4
	  	GARZA	  	TX
	 T X L NU PDP WELLS
	  	ECTOR	  	TX
	 TXLN 1001
	  	ECTOR	  	TX
	 TXLN 1002
	  	ECTOR	  	TX
	 TXLN 1003
	  	ECTOR	  	TX
	 TXLN 1004
	  	ECTOR	  	TX
	 TXLN 1005
	  	ECTOR	  	TX
	 TXLN 1006
	  	ECTOR	  	TX
	 TXLN 1007
	  	ECTOR	  	TX
	 TXLN 1008
	  	ECTOR	  	TX
	 TXLN 1009
	  	ECTOR	  	TX
	 TXLN 1010
	  	ECTOR	  	TX
	 TXLN 1012
	  	ECTOR	  	TX
	 TXLN 1014
	  	ECTOR	  	TX
	 FANNING A 1
	  	LEA	  	NM
	 FANNING A PUD
	  	LEA	  	NM
	 FANNING B 1BL
	  	LEA	  	NM
	 FANNING B 1TD
	  	LEA	  	NM
	 FANNING B PUD
	  	LEA	  	NM








					
	 WELL
	  	 COUNTY
	  	 STATE

	 TRAVIS, G G 21-2
	  	LEA	  	NM
	 TRAVIS, G G 21-3
	  	LEA	  	NM
	 TRAVIS, G G 21-4
	  	LEA	  	NM
	 TRAVIS, G G 21-5
	  	LEA	  	NM
	 TODD CRINOIDAL UNIT 1
	  	CROCKETT	  	TX
	 KUDU FED COM 9-2
	  	LEA	  	NM
	 KUDU FED COM 9-4
	  	LEA	  	NM
	 KUDU FED COM 9-6
	  	LEA	  	NM
	 EAST VERMEJO 1
	  	WARD	  	TX
	 1984 TUBB
	  	CRANE	  	TX
	 1985 TUBB
	  	CRANE	  	TX
	 B21-S11-0194 BP
	  	CRANE	  	TX
	 B21-S12-0191 BP
	  	CRANE	  	TX
	 B21-S12-0297 BP
	  	CRANE	  	TX
	 B21-S12-0653 BP
	  	CRANE	  	TX
	 B21-S12-I 1999
	  	CRANE	  	TX
	 B21-S15-0299 RTP
	  	CRANE	  	TX
	 B21-S17-0418 BP
	  	CRANE	  	TX
	 B21-S18-0558 BP
	  	CRANE	  	TX
	 B21-S18-0559 RTP
	  	CRANE	  	TX
	 B21-S19-0791 BP
	  	CRANE	  	TX
	 B21-S19-21
	  	CRANE	  	TX
	 B21-S19-24
	  	CRANE	  	TX
	 B21-S20-0775 BP
	  	CRANE	  	TX
	 B21-S21-0514 BP
	  	CRANE	  	TX
	 B21-S21-0786 BP
	  	CRANE	  	TX
	 B21-S21-0795 BP
	  	CRANE	  	TX
	 B21-S21-0923 BP
	  	CRANE	  	TX
	 B26-S16-0003
	  	CRANE	  	TX
	 B26-S16-0005
	  	CRANE	  	TX
	 B26-S16-0006
	  	CRANE	  	TX
	 B26-S16-0765 BP
	  	CRANE	  	TX
	 B26-S17-0225 BP
	  	CRANE	  	TX
	 B26-S17-0585 BP
	  	CRANE	  	TX
	 B26-S17-1113 BP
	  	CRANE	  	TX
	 B26-S17-1343 BP
	  	CRANE	  	TX
	 B26-S17-1402 BP
	  	CRANE	  	TX
	 B26-S17-1423 BP
	  	CRANE	  	TX
	 B26-S17-1481 BP
	  	CRANE	  	TX
	 B26-S17-A
	  	CRANE	  	TX
	 B26-S17-B
	  	CRANE	  	TX
	 B26-S18-0059 BP
	  	CRANE	  	TX
	 B26-S18-0278 BP
	  	CRANE	  	TX
	 B26-S18-0387 BP
	  	CRANE	  	TX
	 B26-S18-0701 BP
	  	CRANE	  	TX
	 B26-S18-1066 AP
	  	CRANE	  	TX
	 B26-S18-1544 BP
	  	CRANE	  	TX
	 B26-S19-0001 BP
	  	CRANE	  	TX
	 B26-S19-0009 BP
	  	CRANE	  	TX
	 B26-S19-0011 BP
	  	CRANE	  	TX
	 B26-S19-0014 BP
	  	CRANE	  	TX
	 B26-S19-0015 BP
	  	CRANE	  	TX
	 B26-S19-0019 BP
	  	CRANE	  	TX
	 B26-S19-0157 BP
	  	CRANE	  	TX
	 B26-S19-0372 AP
	  	CRANE	  	TX
	 B26-S19-0487 BP
	  	CRANE	  	TX
	 B26-S19-0977 BP
	  	CRANE	  	TX
	 B26-S20-0008
	  	CRANE	  	TX
	 B26-S20-0009
	  	CRANE	  	TX
	 B26-S20-0011
	  	CRANE	  	TX
	 B26-S20-0012
	  	CRANE	  	TX
	 B26-S20-0121 BP
	  	CRANE	  	TX
	 B26-S20-0577 BP
	  	CRANE	  	TX
	 B26-S20-1282 BP
	  	CRANE	  	TX
	 B26-S21-0001
	  	CRANE	  	TX
	 B26-S21-0002
	  	CRANE	  	TX
	 B26-S21-0006
	  	CRANE	  	TX
	 B26-S21-0044 BP
	  	CRANE	  	TX
	 B26-S21-0660 BP
	  	CRANE	  	TX
	 B26-S21-1447 BP
	  	CRANE	  	TX
	 B26-S21-1465 BP
	  	CRANE	  	TX
	 B26-S21-1483 BP
	  	CRANE	  	TX
	 B26-S21-1501 BP
	  	CRANE	  	TX








					
	 WELL
	  	 COUNTY
	  	 STATE

	 B26-S21-1541 BP
	  	CRANE	  	TX
	 B26-S21I-4
	  	CRANE	  	TX
	 B26-S21K-1
	  	CRANE	  	TX
	 B26-S21P-3
	  	CRANE	  	TX
	 B26-S28-0086 BP
	  	CRANE	  	TX
	 B26-S28-1487 BP
	  	CRANE	  	TX
	 B26-S28C-1
	  	CRANE	  	TX
	 B26-S28C-4
	  	CRANE	  	TX
	 B26-S28G-3
	  	CRANE	  	TX
	 B26-S28K-2
	  	CRANE	  	TX
	 B26-S29-0003
	  	CRANE	  	TX
	 B26-S29-0007
	  	CRANE	  	TX
	 B26-S29-0013
	  	CRANE	  	TX
	 B26-S29-0015
	  	CRANE	  	TX
	 B26-S29-0017 BP
	  	CRANE	  	TX
	 B26-S29-0019
	  	CRANE	  	TX
	 B26-S29-0020
	  	CRANE	  	TX
	 B26-S29-0028 BP
	  	CRANE	  	TX
	 B26-S29-0060 BP
	  	CRANE	  	TX
	 B26-S29-0135 BP
	  	CRANE	  	TX
	 B26-S29-015J BP
	  	CRANE	  	TX
	 B26-S29-0437 BP
	  	CRANE	  	TX
	 B26-S29-0461 BP
	  	CRANE	  	TX
	 B26-S29-0496 BP
	  	CRANE	  	TX
	 B26-S30-0004 BP
	  	CRANE	  	TX
	 B26-S30-0005 BP
	  	CRANE	  	TX
	 B26-S30-0007 BP
	  	CRANE	  	TX
	 B26-S30-0009 BP
	  	CRANE	  	TX
	 B26-S30-0340 BP
	  	CRANE	  	TX
	 B26-S30-0366 BP
	  	CRANE	  	TX
	 B27-S04-0054 BP
	  	CRANE	  	TX
	 B27-S07-1139 BP
	  	CRANE	  	TX
	 B27-S07-1140 BP
	  	CRANE	  	TX
	 SA O AP 2010
	  	CRANE	  	TX
	 SA O AP 2011
	  	CRANE	  	TX
	 TB B26S16 PUD 2011
	  	CRANE	  	TX
	 TB B26S20 PUD 2010
	  	CRANE	  	TX
	 TB B26S21 PUD 2011
	  	CRANE	  	TX
	 TB B26S28 PUD 2013
	  	CRANE	  	TX
	 TB B26S29 PUD 2011
	  	CRANE	  	TX
	 EXXON MILLS 39-1
	  	VAL VERDE	  	TX
	 BLACKSTONE SLAUGHTER 1L
	  	PECOS	  	TX
	 BLACKSTONE SLAUGHTER 1U
	  	PECOS	  	TX
	 Total Purchase Price
	  		  	








			
	 State: New Mexico
	  	County: LEA

  

															
	 Lease no
	  	Lessor	  	Lessee	  	Lease
date	  	Book	  	Page	  	Ref	  	 Legal desc

	 NM6009-002-00
	  	BLM NM-13641	  	JOHN L HADA JR	  	05/01/71	  		  		  	NO RECORDING	  	400.000 ACRES, MORE OR LESS, BEING S/2 SE/4 OF SECTION 10 AND NW/4, SE/4 OF SECTION 15: T23S-R34E, LEA COUNTY, NM
								
	 NM6009-003-00
	  	BLM NM-15035	  	MYRIAL D MOLE	  	03/01/72	  		  		  	NO RECORDING	  	120.000 ACRES (OUT OF 520.00 ORIGINAL LEASE ACRES), MORE OR LESS, BEING N/2 SW/4 AND NW/4 SE/4 OF SECTION 10: T23S-R34E, LEA COUNTY, NM, LIMITED IN DEPTH TO THE BASE OF THE MORROW
FORMATION
								
	 NM6009-004-00
	  	BLM NM-35164	  	BETTY C CRAMER	  	12/01/78	  		  		  	NO RECORDING	  	40.000 ACRES (OUT OF 120.00 ORIGINAL LEASE ACRES), MORE OR LESS, BEING NE/4 SE/4 OF SECTION 10: T33S-R34E, LEA COUNTY, NM, LIMITED IN DEPTH FROM THE BASE OF THE BONE SPRINGS TO THE
BASE OF THE MORROW FORMATION








													
	 State: Texas
	  	County: ANDREWS	  		  		  		  	
							
	 Lease no
	  	 Lessor
	  	 Lessee
	  	Lease
date	  	Book	  	Page	  	Ref
	M-TX1501-001-01	  	ALLAN HARGRAVE	  	ARGO OIL CORPORATION	  	05/21/37	  	766	  	679	  	01-0993
		  	(MINERALS NOW OWNED BY PETROHAWK)	  		  		  		  		  	
							
	M-TX1501-002-01	  	V L GRADY	  	ARGO ROYALTY COMPANY	  	06/08/36	  	766	  	679	  	01-0993
		  	(MINERALS NOW OWNED BY PETROHAWK)	  		  		  		  		  	
							
	M-TX1501-003-01	  	J R MEEKER ET UX	  	ARGO ROYALTY COMPANY	  	12/15/34	  	766	  	679	  	01-0993
		  	(MINERALS NOW OWNED BY PETROHAWK)	  		  		  		  		  	
							
	M-TX1501-003-02	  	J E PARKER ET UK	  	ATLANTIC OIL PRODUCING COMPANY	  	08/16/30	  	766	  	679	  	01-0993
		  	(MINERALS NOW OWNED BY PETROHAWK)	  		  		  		  		  	
							
	M-TX1501-004-01	  	E RUSSELL FLOYD	  	ARGO OIL CORPORATION	  	03/25/37	  	766	  	679	  	01-0993
		  	(MINERALS NOW OWNED BY PETROHAWK)	  		  		  		  		  	
							
	M-TX1501-005-01	  	ARGO OIL CORPORATION	  	ATLANTIC RICHFIELD COMPANY	  	12/15/61	  	766	  	679	  	01-0993
		  	(MINERALS NOW OWNED BY PETROHAWK)	  		  		  		  		  	
							
	M-TX1501-006-01	  	ARGO OIL CORPORATION	  	ATLANTIC REFINING COMPANY	  	12/15/61	  	766	  	679	  	01-0993
		  	(MINERALS NOW OWNED BY PETROHAWK)	  		  		  		  		  	
							
	TX1501-001-01	  	C L LONIS ET UX	  	SINCLAIR OIL & GAS COMPANY	  	07/27/53	  	766	  	671	  	01-0992
		  		  		  		  	122	  	58	  	OIL & GAS LSE
							
	TX1501-001-02	  	OREL BUSBY	  	SINCLAIR OIL & GAS COMPANY	  	07/28/53	  	121	  	35	  	OIL & GAS LSE
		  		  		  		  	766	  	671	  	01-0992
							
	TX1501-002-01	  	W T WALSH	  	ARGO OIL CORPORATION	  	09/11/56	  	180	  	180	  	OIL & GAS LEASE
		  		  		  		  	766	  	671	  	01-0992
							
	TX1501-003-01	  	W T WALSH	  	ARGO OIL CORPORATION	  	08/18/59	  	241	  	217	  	OIL & GAS LEASE
		  		  		  		  	766	  	671	  	01-0992
							
	TX1501-004-01	  	W T WALSH	  	ARGO OIL CORPORATION	  	08/18/59	  	241	  	215	  	OIL & GAS LEASE
		  		  		  		  	766	  	671	  	01-0992
							
	TX1501-004-02	  	JACKSON E PARKER ET AL	  	MONTEREY OIL COMPANY	  	12/22/55	  	258	  	8	  	OIL & GAS LEASE
		  		  		  		  	766	  	671	  	01-0992








															
	 State: New Mexico
	  	County: SAN JUAN	  		  		  		  		  	
								
	 Lease no
	  	Lessor	  	Lessee	  	Lease
date	  	Book	  	Page	  	Ref	  	 Legal desc

	NM8000002-01	  	STATE
OF NEW
MEXICO
E-3149	  	THE TEXAS COMPANY	  	12/10/49	  	588	  	115	  		  	NE/4 NW/4; SW SW OF 16-29N-8W; INSOFAR AND ONLY INSOFAR AS SAID LEASE COVERS THE ABOVE DESCRIBED LANDS, AND ONLY INSOFAR AS TO THE DEPTHS BELOW THE FRUITLAND COAL
FORMATION.
								
	NM8000003-01	  	George F
Bruington
et ux	  	Wynn-Crosby 2000, Ltd.	  	11/25/58	  	423	  	50	  		  	20 ACRES IN THE N/2 NE/4 SW/4, SE/4 SE/4, LESS AND EXCEPT 1.0 ACRE, OF 15-29N-11W, SAN JUAN, NM; ONLY TO THOSE DEPTHS BELOW THE PICTURED CLIFFS FORMATION, SAVE AND EXCEPT THE
MESAVERDE FORMATION
								
	NM8000004-01	  	R A
Killian et
al	  	Wynn-Crosby 2000, Ltd.	  	10/03/58	  	423	  	49	  		  	59 ACRES IN THE S/2 NE/4 SE/4 OF 15-29N-11W, SAN JUAN, NM; ONLY TO THOSE DEPTHS BELOW THE PICTURED CLIFFS FORMATION, SAVE AND EXCEPT THE MESAVERDE FORMATION
								
	NM8000005-01	  	D J
PALMER
ET UX	  	CASWELL SILVER	  	10/03/58	  	432	  	86	  		  	1 AC IN THE SW/4 SE/4 SE/4 OF 15-29N-11W, SAN JUAN, NM; SAVE AND EXCEPT THE MESAVERDE FORMATION
								
	NM8000006-01	  	ST OF
NM E-
5382	  	WYNN-CROSBY 2000 LTD	  	07/10/51	  		  		  	134999	  	164.10 ACRES, MORE OR LESS, OUT OF 1008.40 ACRES BEING LOT 3 (42.08 ACRES), LOT 4 (24.02 ACRES), W/2 SW/4 OF SECTION 2, T30N-R8W, SAN JUAN COUNTY, NEW MEXICO, BELOW FRUITLAND COAL
LESS AND EXCEPT MESAVERDE FORMATION.








																			
	Lessor	  	Lessee	  	Prospect name	  	St	  	County
name	  	Lease
date	  	Rec
book	  	Rec
page	  	Ref	  	 Legal

	BUREAU OF LAND
MANAGEMENT
NM-03198	  	JACK W FROST	  	BASIN/
FULCHER	  	NM	  	SAN JUAN	  	2/1/1948	  		  		  		  	INSOFAR AND ONLY AS SAID LEASE COVERS: T-27-N, R-10-2, SE. 25: LOTS 1,2,3,AND 4, W/2 E/2, LESS AND ESCEPT THE DAKOTA FORMATION; S/2 SW/4, BELOW THE BAST OF THE PICTURED CLIFFS
FORMATION, LESS & EXCEPT THE DAKOTA FORMATION.
										
	BUREAU OF LAND
MANAGEMENT
NM-SF-077875-A	  	PEARL O PIPKEN	  	BASIN/
FULCHER	  	NM	  	SAN JUAN	  	5/1/1946	  		  		  		  	INSOFAR AND ONLY AS SAID LEASE COVERS: T-27-N, R-10-2, SEC. 7: LOTS 1,2,3, AND SEC. 18: LOTS 1,2,3 AND 4, E/2 W/2 LIMITED FROM THE SURFACE TO THE BASE OF THE PICTURED CLIFFS
FORMATION AND ALL RIGHTS BELOW THE BASE OF THE DAKOTA FORMATION.








															
	 State: New Mexico
	  	County: SAN JUAN	  	
								
	 Lease no
	  	Lessor	  	Lessee	  	Lease
date	  	Book	  	Page	  	Ref	  	 Legal desc

	NM6007-001-00	  	ST OF NM E-2526-18	  	CLINTON E
SEYMOUR	  	03/10/49	  		  		  	NO RECORDING	  	80.000 ACRES, MORE OR LESS, OUT OF 479.57 ORIGINAL LEASE ACRES BEING THE NE/4 SW/4 AND SE/4 SW/4 OF SECTION 32: T30N-R10W, SAN JUAN COUNTY, NM; LIMITED TO THOSE DEPTHS BELOW THE
BASE OF THE PICTURED CLIFFS
								
	NM6007-002-00	  	ST OF NM E-5316-6	  	THE TEXAS
COMPANY	  	06/11/51	  		  		  	134956 A	  	80.000 ACRES, MORE OR LESS, OUT OF 640.39 ORIGINAL LEASE ACRES BEING THE E/2 NW/4 OF SECTION 32: T30N-R10W, SAN JUAN COUNTY, NM; LIMITED TO DEPTHS BELOW THE PICTURED CLIFFS
FORMATION
								
	NM8000002-01	  	STATE OF NEW
MEXICO E-3149	  	THE TEXAS
COMPANY	  	12/10/49	  	588	  	115	  		  	NE/4 NW/4; SW SW OF 16-29N-8W; INSOFAR AND ONLY INSOFAR AS SAID LEASE COVERS THE ABOVE DESCRIBED LANDS, AND ONLY INSOFAR AS TO THE DEPTHS BELOW THE FRUITLAND COAL
FORMATION.








													
	 State: Texas
	  	County: Yoakum	  		  		  		  	
							
	 Lease no
	  	 Lessor
	  	Lessee	  	Lease
date	  	Book	  	Page	  	 Ref

	TX1153-001-00	  	NANCY SANDERSON MEALS ET AL	  	H P READ	  	10/20/51	  	115	  	161	  	T-30175








															
	 State: New Mexico
	  	County: EDDY	  		  		  		  		  	
								
	 Lease no
	  	Lessor	  	Lessee	  	Lease
date	  	Book	  	Page	  	Ref	  	 Legal desc

	NM6008-001-00	  	BLM NM-0375257	  	G BURKE AND
 H MCCALL
	  	03/25/63	  		  		  	NO RECORDING	  	74.840 ACRES (OUT OF 1,039.21 ORIGINAL LEASE ACRES), MORE OR LESS BEING LOTS 1 & 2 OR THE W/2 NW/4 OF SECTION 19: T21S-R27E, EDDY COUNTY, NM INSOFAR AS SAID LEASE COVERS RIGHTS
FROM THE SURFACE TO A DEPTH OF 11,550’ SAVE & EXCEPT STRAWN FORMATION.
								
	NM6008-002-00	  	BLM NM-0354232	  	JOAN CHORNEY	  	04/01/63	  		  		  	NO RECORDING	  	240.000 ACRES (OUT OF 1840.00 ORIGINAL LEASE ACRES), MORE OR LESS, BEING THE NE/4 AND E/2 NW/4 OF SECTION 19: T21S-R27E, EDDY COUNTY, NM, LIMITED TO THE WELLBORE OF THE RGD #1 WELL
LOCATED 660’ FNL & 840’ FEL OF SEC. 19, T21S-R27E, FROM THE SURFACE DOWN TO A DEPTH OF 11,600’, EXCLUDING THE STRATEGRAPHIC EQUIVALENT OF THE FORMATIONS LOCATED BETWEEN 10,078’ AND 10,610’ AS FOUND IN THE PIONEER FED.
COM. #1.








																	
	 Lessor
	  	Lessee	  	Prospect name	  	St	  	County
name	  	Lease date	  	Rec
book	  	Rec
page	  	Ref
	CARLSBAD MUNICIPAL SCHOOLS DISTRICT NUMBER C	  	LEONARD T. MAY	  	BURTON FLATS	  	NM	  	EDDY	  	1/28/1971	  	77	  	732	  	
	LUTHER L. GREEN, ET UX	  	LEONARD T. MAY	  	BURTON FLATS	  	NM	  	EDDY	  	3/10/1971	  	78	  	240	  	
	JAMES R. MASTERS, ET UX	  	LEONARD T. MAY	  	BURTON FLATS	  	NM	  	EDDY	  	4/14/1971	  	78	  	936	  	
	DORA LUNSFORD PATE, ET AL	  	LEONARD T. MAY	  	BURTON FLATS	  	NM	  	EDDY	  	4/16/1971	  	79	  	10	  	
	JENSON G. SAVIS, ET UX	  	LEONARD T. MAY	  	BURTON FLATS	  	NM	  	EDDY	  	4/27/1971	  	79	  	204	  	
	JACK L. SUTER, ET UX	  	LEONARD T. MAY	  	BURTON FLATS	  	NM	  	EDDY	  	7/8/1971	  	80	  	782	  	
	JOSEPHINE T. EDDY, ET AL	  	CITIES SERVICE
OIL COMPANY	  	BURTON FLATS	  	NM	  	EDDY	  	8/1/1971	  	82	  	843	  	
	SAMMIE E. TACHAPPLER, ET UX	  	LEONARD T. MAY	  	BURTON FLATS	  	NM	  	EDDY	  	6/13/1972	  	87	  	185	  	
	CURTIS COX, ET UX	  	LEONARD T. MAY	  	BURTON FLATS	  	NM	  	EDDY	  	6/13/1972	  	87	  	176	  	
	ROY ALBERT CHAPPLER, ET UX	  	LEONARD T. MAY	  	BURTON FLATS	  	NM	  	EDDY	  	6/13/1972	  	87	  	178	  	
	RONALD M. KIVELS, ET UX	  	LEONARD T. MAY	  	BURTON FLATS	  	NM	  	EDDY	  	6/19/1972	  	87	  	390	  	
	GEORGE N. LOMAN, ET UX	  	LEONARD T. MAY	  	BURTON FLATS	  	NM	  	EDDY	  	1/22/1972	  	87	  	415	  	
	RONALD H. GECKLER, ET UX	  	LEONARD T. MAY	  	BURTON FLATS	  	NM	  	EDDY	  	6/29/1972	  	87	  	721	  	
	HAZEL A. GERRELLS, ET AL	  	LEONARD T. MAY	  	BURTON FLATS	  	NM	  	EDDY	  	7/1/1972	  	87	  	562	  	
	CITY OF CARLSBAD	  	CITIES SERVICE
OIL COMPANY	  	BURTON FLATS	  	NM	  	EDDY	  	6/30/1972	  	88	  	262	  	
	CITY OF CARLSBAD	  	CITIES SERVICE
OIL COMPANY	  	BURTON FLATS	  	NM	  	EDDY	  	6/30/1972	  	88	  	431	  	
	W. T. PARKER, ET UX	  	LEONARD T. MAY	  	BURTON FLATS	  	NM	  	EDDY	  	8/31/1972	  	89	  	227	  	
	THE ATCHISON, TOPEKA AND SANTA FE RAILWAY COMPANY	  	CITIES SERVICE
OIL COMPANY	  	BURTON FLATS	  	NM	  	EDDY	  	8/31/1972	  	90	  	183	  	
	ROY L. DAWDY, ET UX	  	LEONARD T. MAY	  	BURTON FLATS	  	NM	  	EDDY	  	3/5/1973	  	96	  	125	  	
	H. H. SCHULLS, ET UX	  	CITIES SERVICE
OIL COMPANY	  	BURTON FLATS	  	NM	  	EDDY	  	9/25/1975	  	131	  	9	  	
	L. A. JOHNSON, ET UX	  	CITIES SERVICE
OIL COMPANY	  	BURTON FLATS	  	NM	  	EDDY	  	3/3/1976	  	134	  	594	  	








																			
	 Lessor
	  	Lessee	  	Prospect name	  	St	  	County
name	  	Lease date	  	Rec
book	  	Rec
page	  	Ref	  	 Legal

	BUREAU OF LAND MANAGEMENT NM-90514	  	MARATHON OIL
 COMPANY
	  	CARLSBAD S	  	NM	  	EDDY	  	3/1/1993	  	151	  	1044	  		  	SEC 4-24S-26E: LOTS 3, 4 S/2 NW/4 AND SW/4,LIMITED TO ALL DEPTHS FROM SURFACE TO THE BASE OF THE MORROW FORMATION
	MARILYN O’DONNELL, ET AL	  	DAVID J. SORENSON	  	CARLSBAD S	  	NM	  	EDDY	  	2/10/1968	  	61	  	78	  		  	SEC 34-23S-26E: E/2 SE/2 TO A SUBSURFACE DEPTH OF 11,827’
	JAKE D. PIKE, ET AL	  	DAVID J. SORENSON	  	CARLSBAD S	  	NM	  	EDDY	  	7/26/1967	  	55	  	179	  		  	SEC 34-23S-26E: E/2 SE/2 TO A SUBSURFACE DEPTH OF 11,827’
	DAILEY D. PIKE	  	EXXON CORPORATION	  	CARLSBAD S	  	NM	  	EDDY	  	3/1/1973	  	735	  		  		  	SEC 34-23S-26E: E/2 SE/2 TO A SUBSURFACE DEPTH OF 11,827’
	JAMES R. PIKE	  	EXXON CORPORATION	  	CARLSBAD S	  	NM	  	EDDY	  	3/1/1973	  	102	  	754	  		  	SEC 34-23S-26E: E/2 SE/2 TO A SUBSURFACE DEPTH OF 11,827’
	NOLAN LEE PIKE	  	EXXON CORPORATION	  	CARLSBAD S	  	NM	  	EDDY	  	11/6/1973	  	113	  	720	  		  	SEC 34-23S-26E: E/2 SE/2 TO A SUBSURFACE DEPTH OF 11,827’
	RUTH NOROWALD GRAHAM AND LEE NORWALD	  	DAVID J. SORENSON	  	CARLSBAD S	  	NM	  	EDDY	  	7/17/1967	  	56	  	56	  		  	SEC 34-23S-26E: E/2 SE/2 TO A SUBSURFACE DEPTH OF 11,827’
	BUREAU OF LAND MANAGEMENT NM-17572	  	D. L. SIMASKO	  	CARLSBAD S	  	NM	  	EDDY	  	2/1/1973	  		  		  		  	SEC 34-23S-26E: SW/4 TO A SUBSURFACE DEPTH OF 11,827’








													
	 State: Texas
	  	County: DAWSON	  		  		  		  	
							
	 Lease no
	  	Lessor	  	 Lessee
	  	Lease
date	  	Book	  	Page	  	Ref
	TX1145-001-01	  	J F FOWLER ET AL	  	STANDARD OIL COMPANY OF TEXAS	  	06/19/48	  	20	  	312	  	OIL & GAS LEASE
		  		  		  		  	398	  	689	  	947
		  		  		  		  	20	  	312	  	
							
	TX1145-001-02	  	M D SELF	  	STANDARD OIL COMPANY OF TEXAS	  	06/25/48	  	22	  	535	  	OIL & GAS
		  		  		  		  	398	  	689	  	947
		  		  		  		  	20	  	312	  	
							
	TX1145-002-00	  	J HUDSON SMART ET AL	  	STANDARD OIL COMPANY OF TEXAS	  	06/18/48	  	22	  	539	  	OIL & GAS LEASE
		  		  		  		  	398	  	689	  	947
							
	TX1145-003-00	  	WILLIAM R SANDIDGE ET AL	  	STANDARD OIL COMPANY OF TEXAS	  	06/19/48	  	20	  	319	  	OIL & GAS LEASE
		  		  		  		  	398	  	689	  	947
							
	TX1145-004-01	  	EUSEBIA SCHARBAUER
STONESTREET	  	STANDARD OIL COMPANY OF TEXAS	  	07/01/48	  	22	  	541	  	OIL & GAS LEASE
		  		  		  		  	398	  	689	  	947
		  		  		  		  	53	  	221	  	OIL & GAS LEASE
							
	TX1145-004-02	  	ESTATE OF JOHN
SCHARBAUER, ARNOLD P	  	STANDARD OIL COMPANY OF TEXAS	  	06/25/48	  	22	  	533	  	OIL & GAS LEASE
		  	SCHARBAUER ET AL
EXECUTOR	  		  		  		  		  	
		  		  		  		  	398	  	689	  	947
		  		  		  		  	53	  	213	  	OIL & GAS LEASE
							
	TX1145-004-03	  	KARL CLAYTON	  	STANLEY WEINER	  	08/04/61	  	99	  	227	  	OIL & GAS LEASE
		  		  		  		  	398	  	689	  	947
		  		  		  		  	140	  	527	  	OIL & GAS LEASE
							
	TX1145-004-04	  	WELDON A LINSEY ET AL	  	STANLEY WEINER	  	05/11/61	  	99	  	221	  	OIL & GAS LEASE
		  		  		  		  	398	  	689	  	947
		  		  		  		  	140	  	523	  	OIL & GAS LEASE
							
	TX1145-004-05	  	DR W G WHITEHOUSE, ET AL	  	STANLEY WEINER	  	05/11/61	  	99	  	223	  	OIL & GAS LEASE
		  		  		  		  	398	  	689	  	947
		  		  		  		  	140	  	525	  	OIL & GAS LEASE
							
	TX1145-004-06	  	WELDON LINDSEY, ET AL	  	ROBERT DIXIE KILGORE	  	07/06/48	  	22	  	611	  	OIL & GAS LEASE
		  		  		  		  	398	  	689	  	947
		  		  		  		  	53	  	450	  	OIL & GAS LEASE
							
	TX1145-004-07	  	ANNIE LUCIELL WOOTEN	  	STANDARD OIL COMPANY OF TEXAS	  	07/07/48	  	20	  	328	  	OIL & GAS LEASE
		  		  		  		  	398	  	689	  	947
		  		  		  		  	53	  	225	  	OIL & GAS LEASE
							
	TX1145-004-08	  	M D SELF	  	STANDARD OIL COMPANY OF TEXAS	  	06/25/48	  	22	  	537	  	OIL & GAS LEASE
		  		  		  		  	398	  	689	  	947
		  		  		  		  	53	  	218	  	OIL & GAS LEASE
							
	TX1145-004-09	  	E H DUNLAP	  	STANDARD OIL COMPANY OF TEXAS	  	07/01/48	  	20	  	388	  	OIL & GAS LEASE
		  		  		  		  	398	  	689	  	947








													
	 State: Texas
	  	County: DAWSON	  		  		  		  		  	
							
	 Lease no
	  	 Lessor
	  	 Lessee
	  	Lease
date	  	Book	  	Page	  	Ref
		  		  		  		  	52	  	523	  	OIL & GAS LEASE
	TX1145-004-10	  	PAT CORRIGAN TRUSTEE OF THE PAT	  	LEVINSON PARTNERS CORPORATION	  	10/12/88	  	319	  	263	  	OIL & GAS LEASE
		  	CORRIGAN TRUST	  		  		  		  		  	
		  		  		  		  	398	  	689	  	947
							
	TX1145-004-11	  	HUGH CORRIGAN III TRUST BY HUGH	  	LEVINSON PARTNERS CORPORATION	  	09/01/88	  	320	  	215	  	OIL & GAS LEASE
		  	CORRIGAN III, TRUSTEE ET AL	  		  		  		  		  	
		  		  		  		  	398	  	689	  	947
							
	TX1145-004-12	  	M C LINDSEY, ET AL	  	ROBERT DIXIE KILGORE	  	07/06/48	  	22	  	613	  	OIL & GAS LEASE
		  		  		  		  	398	  	689	  	947
		  		  		  		  	53	  	445	  	OIL & GAS LEASE
							
	TX1145-005-00	  	GLEN F POOL ET AL	  	STANDARD OIL COMPANY OF TEXAS	  	06/18/48	  	20	  	395	  	OIL & GAS LEASE
		  		  		  		  	398	  	689	  	947
		  		  		  		  	52	  	532	  	OIL & GAS LEASE








													
	 State: New Mexico
	  	County: EDDY	  		  		  		  		  	
							
	 Lease no
	  	 Lessor
	  	 Lessee
	  	Lease
date	  	Book	  	Page	  	Ref
	NM6107-002-01	  	ALICE T DURBIN ET AL	  	PUBCO PETROLEUM CORPORATION	  	10/22/68	  	65	  	451	  	
							
	NM6107-002-02	  	1ST NATIONAL BANK IN ALBUQUERQUE TRUSTEE	  	PUBCO PETROLEUM CORPORATION	  	10/22/68	  	65	  	126	  	
							
	NM6107-002-03	  	W H MITCHELL JR TRUSTEE ET AL	  	PUBCO PETROLEUM CORPORATION	  	10/22/68	  	65	  	453	  	
							
	NM6107-002-04	  	CASWELL S NEAL ET AL	  	PUBCO PETROLEUM CORPORATION	  	10/22/68	  	65	  	455	  	
							
	NM6107-002-05	  	CARMEX INC	  	PUBCO PETROLEUM CORPORATION	  	10/22/68	  	65	  	457	  	
							
	NM6107-002-06	  	FELIX WILFRED GAUDIN & EVELYN BOND	  	PUBCO PETROLEUM CORPORATION	  	10/22/68	  	65	  	460	  	
							
		  	GAUDIN	  		  		  		  		  	
							
	NM6107-002-07	  	W W MALONE JR ET AL	  	PUBCO PETROLEUM CORPORATION	  	10/22/68	  	65	  	128	  	








																	
	 Lessor
	  	 Lessee
	  	Prospect name	  	St	  	County
name	  	Lease date	  	Rec
book	  	Rec
page	  	Ref
	MARY S EASTERWOOD	  	DANCIGER OIL & REFINING CO	  	CLAYTONVILLE	  	TX	  	FISHER	  	8/29/1947	  	148	  	82	  	
	RUSSELL W. GRIMES, ET UX, MOLLIE J. GRIMES	  	DANCIGER OIL & REFINING CO	  	CLAYTONVILLE	  	TX	  	FISHER	  	4/2/1948	  	154	  	162	  	
	BEN BLUBAUGH	  	DANCIGER OIL & REFINING CO	  	CLAYTONVILLE	  	TX	  	FISHER	  	4/6/1948	  	154	  	159	  	
	E. G. ALLEN	  	DANCIGER OIL & REFINING CO	  	CLAYTONVILLE	  	TX	  	FISHER	  	4/6/1948	  	154	  	180	  	
	K. S. MARR, ET VIR, JOHN D. MARR	  	DANCIGER OIL & REFINING CO	  	CLAYTONVILLE	  	TX	  	FISHER	  	4/8/1948	  	154	  	166	  	
	ARLINE SASSE, ET VIR, JEROME B. SASSE	  	DANCIGER OIL & REFINING CO	  	CLAYTONVILLE	  	TX	  	FISHER	  	4/14/1948	  	154	  	183	  	








																	
	 Lessor
	  	 Lessee
	  	Prospect name	  	St	  	County
name	  	Lease date	  	Rec
book	  	Rec
page	  	Ref
	B. H. BLAKENEY, ET UX	  		  	COWDEN N	  	TX	  	ECTOR	  	8/27/2025	  	18	  	608	  	
		  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	








													
	 State: New Mexico
	  	County: LEA	  		  		  		  		  	
							
	 Lease no
	  	 Lessor
	  	 Lessee
	  	Lease
date	  	Book	  	Page	  	Ref
	NM6126-001-00	  	SANTA FE PACIFIC GOLD	  	SANTA FE ENERGY RESOURCES INC 18711	  	10/02/95	  	523	  	481	  	81292








																			
	 Lessor
	  	 Lessee
	  	Prospect name	  	St	  	County
name	  	Lease date	  	Rec
book	  	Rec
page	  	Ref	  	 Legal

	BUREAU OF LAND MANAGEMENT NM-19186	  	ALBERT W. RUTTER JR.	  	DUBLIN RANCH	  	NM	  	EDDY	  	10/1/1973	  		  		  		  	SEC 15-22S-28E: SW/4 SE/4
	GERALD NATHAN, ET AL	  	EASTLAND OIL COMPANY	  	DUBLIN RANCH	  	NM	  	EDDY	  	12/8/1977	  	152	  	86	  		  	SEC 33-22S-28E: N/2 NW/4, SE/4 NW/4, NW/4 NE/4 AND SEC 28: SW/4 ALL BELOW 4,000’
	D. S. HARROUN, ET UX, ELEANOR F. HARROUN	  	J. R. ROWAN	  	DUBLIN RANCH	  	NM	  	EDDY	  	5/2/1973	  	106	  	132	  		  	SEC 33-22S-28E: N/2 NW/4, SE/4 NW/4, NW/4 NE/4 AND SEC 28: SW/4 ALL BELOW 4,000’
	BUREAU OF LAND MANAGEMENT NM-19842-A	  	DROEL H. LOONEY	  	DUBLIN RANCH	  	NM	  	EDDY	  	4/1/1974	  	183	  	1050	  		  	SEC 33-22S-28E: SW/4 NW/4 AND SEC 28: SE/4 ALL BELOW 4,000’








																			
	 Lessor
	  	 Lessee
	  	Prospect name	  	St	  	County
name	  	Lease date	  	Rec
book	  	Rec
page	  	Ref	  	 Legal

	BUREAU OF LAND MANAGEMENT NM-0214624	  	PAUL T. WALTON, ET AL	  	EAGLE CREEK	  	NM	  	EDDY	  	7/1/1963	  		  		  		  	SEC 1-18S-25E: SW/4 DOWN TO A DEPTH OF 8,766’ BENEATH THE SURFACE








													
	 State: Texas
	  	County: WINKLER	  		  		  		  		  	
							
	 Lease no
	  	 Lessor
	  	 Lessee
	  	Lease
date	  	Book	  	Page	  	Ref
	TX1547-001-00	  	E W COWDEN ET UX	  	W J GRANT	  	10/18/24	  	001	  	133	  	








													
	 State: Texas
	  	County: SUTTON	  		  		  		  		  	
							
	 Lease no
	  	 Lessor
	  	 Lessee
	  	Lease
date	  	Book	  	Page	  	Ref
	TX1437-001-00	  	HATTIE C EPPS	  	GULF OIL CORPORATION	  	01/20/66	  	78	  	336	  	








																			
	 Lessor
	  	 Lessee
	  	Prospect name	  	St	  	County
name	  	Lease
date	  	Rec
book	  	Rec
page	  	Ref	  	 Legal

	BUREAU OF LAND MANAGEMENT NM-03198	  	JACK W FROST	  	BASIN/FULCHER	  	NM	  	SAN JUAN	  	2/1/1948	  		  		  		  	INSOFAR AND ONLY AS SAID LEASE COVERS: T-27-N, R-10-2, SE. 25: LOTS 1,2,3,AND 4, W/2 E/2, LESS AND ESCEPT THE DAKOTA FORMATION; S/2 SW/4, BELOW THE BAST OF THE PICTURED CLIFFS
FORMATION, LESS & EXCEPT THE DAKOTA FORMATION.
	BUREAU OF LAND MANAGEMENT NM-SF-077875-A	  	PEARL O PIPKEN	  	BASIN/FULCHER	  	NM	  	SAN JUAN	  	5/1/1946	  		  		  		  	INSOFAR AND ONLY AS SAID LEASE COVERS: T-27-N, R-10-2, SEC. 7: LOTS 1,2,3, AND SEC. 18: LOTS 1,2,3 AND 4, E/2 W/2 LIMITED FROM THE SURFACE TO THE BASE OF THE PICTURED CLIFFS
FORMATION AND ALL RIGHTS BELOW THE BASE OF THE DAKOTA FORMATION.








																	
	 Lessor
	  	 Lessee
	  	Prospect name	  	St	  	County
name	  	Lease date	  	Rec
book	  	Rec
page	  	Ref
	F. M. TRAMMELL, ET UX, JODIE G. TRAMMELL	  	PAN AMERICAN PETROLEUM CORPORAITON	  	GIN	  	TX	  	DAWSON	  	4/30/1962	  	106	  	195	  	
	MYRTLE BARROW, INDIVIDUAL AND AS INDEPENDENT EXECUTRIX OF THE ESTATE OF JOE JACK BARROW	  	TEXACO EXPLORATION AND PRODUCTION INC.	  	GIN	  	TX	  	DAWSON	  	11/4/1991	  	341	  	363	  	








													
	 State: Texas
	  	County: ECTOR	  		  		  		  		  	
							
	 Lease no
	  	 Lessor
	  	 Lessee
	  	Lease
date	  	Book	  	Page	  	Ref
	06143000	  	NEWMONT OIL COMPANY	  	TEXACO EXPLORATION & PRODUCTION	  	07/16/53	  	196	  	556	  	
		  		  		  		  	1528	  	406	  	

  







															
	 State: Texas
	  	County: REAGAN	  		  		  		  		  		  	
								
	 Lease no
	  	 Lessor
	  	 Lessee
	  	Lease
date	  	Book	  	Page	  	Ref	  	 Legal desc

	TX1503-001-00	  	ST OF TX 82887	  	TERRA RESOURCES INC	  	09/17/80	  	170	  	501	  		  	319.750 ACRES, MORE OR LESS, BEING THE W/2 OF SECTION 5, BLK 7, UNIVERSITY LANDS, REAGAN COUNTY, TX








													
	 State: Texas
	  	County: LOVING	  		  		  		  		  	
							
	 Lease no
	  	 Lessor
	  	 Lessee
	  	Lease
date	  	Book	  	Page	  	Ref
	TX1404-001-00	  	ALICIA L BOWDLE TRUST ET AL	  	ROCA RESOURCE CO INC	  	08/15/96	  	097	  	274	  	
		  		  		  		  	098	  	738	  	








													
	 State: Texas
	  	County: LOVING	  		  		  		  		  	
							
	 Lease no
	  	 Lessor
	  	 Lessee
	  	Lease
date	  	Book	  	Page	  	Ref
	TX1423-001-01	  	FLORENCE T HALEY ET AL	  	RON W BOERM	  	11/24/80	  	59	  	878	  	553
							
	TX1423-001-02	  	HALEY W AYCOCK INDIV & AS TRUSTEE	  	CAYMON OIL COMPANY	  	03/01/81	  	60	  	477	  	704








													
	State: Texas	  	County: REEVES	  		  		  		  		  	
							
	 Lease no
	  	 Lessor
	  	 Lessee
	  	Lease
date	  	Book	  	Page	  	Ref
	TX1544-001-01	  	GULF OIL CORPORATION	  	W W MEEKER	  	09/23/63	  	241	  	210	  	4544
							
	TX1544-001-02	  	J W KINCAID ET AL	  	SUN OIL COMPANY	  	10/27/59	  	191	  	609	  	4802
							
	TX1544-002-00	  	ROBERTA M REGAN ET AL	  	W W MEEKER	  	05/24/63	  	233	  	006	  	5073








																			
	 Lessor
	  	 Lessee
	  	 Prospect name
	  	 St
	  	 County
name
	  	Lease date	  	Rec
book	  	Rec
page	  	Ref	  	 Legal

	A J HOOKS	  	O T LACEY	  	HOWARD-GLASSCOCK	  	TX	  	HOWARD	  	6/5/2022	  	53	  	89	  		  	SEC 140: N/2 NW/4
										
	OTIS CHALK, ET UX, ET	  	F W MERRICK INC & LAMB DRILLING CO	  	HOWARD-GLASSCOCK	  	TX	  	HOWARD	  	6/4/1938	  	102	  	344	  		  	SEC 95 BLOCK 29: NE/4 ONLY INSOFAR AS IT COVERS DEPTHS FROM SURFACE TO 7,500’ OR THE BASE OF THE WOLFCAMP, WHICHEVER IS LESSER
										
	OTIS CHALK, ET UX	  	LLOYD NOBLE	  	HOWARD-GLASSCOCK	  	TX	  	HOWARD	  	9/20/1937	  	99	  	183	  		  	SEC 94 BLOCK 29: SE/4 AND N/2 SE/4 ONLY INSOFAR AS IT COVERS DEPTHS FROM SURFACE TO 7,500’ OR THE BASE OF THE WOLFCAMP, WHICHEVER IS LESSER
										
	OTIS CHALK, ET UX	  	THE TEXAS COMPANY	  	HOWARD-GLASSCOCK	  	TX	  	HOWARD	  	10/11/2021	  	48	  	183	  		  	SEC 94 BLOCK 29: S/2 NW/4 ONLY INSOFAR AS IT COVERS DEPTHS FROM SURFACE TO 7,500’ OR THE BASE OF THE WOLFCAMP, WHICHEVER IS LESSER
										
	KERR MCGEE NORTH AMERICAN ON SHORE CORPORATION	  	DEVON ENERGY CORPORATION	  	HOWARD-GLASSCOCK	  	TX	  	HOWARD	  	12/31/1996	  		  		  		  	SEC 24-2S BLOCK 33: E/2
	KERR MCGEE NORTH AMERICAN ON SHORE CORPORATION	  	DEVON ENERGY CORPORATION	  	HOWARD-GLASSCOCK	  	TX	  	HOWARD	  	12/31/1996	  		  		  		  	SEC 8-2S BLOCK 32: WEST 200 ACRES








															
	State: New Mexico	  	County: LEA	  		  		  		  		  	
								
	 Lease no
	  	 Lessor
	  	 Lessee
	  	Lease
date	  	Book	  	Page	  	 Ref
	  	 Legal desc

	NM6003-001-00	  	ST OF NM A-983-3	  	TEXAS PACIFIC COAL & OIL CO	  	07/27/28	  		  		  	NO RECORDING	  	8360.760 ACRES, MORE OR LESS, LOCATED IN SECTIONS 5, 7-9 & 11: T23S-R36E AND SECTIONS 3, 4, 9-11, 13-15, 17, 20-24: T23S-R36E, LEA COUNTY, NM INSOFAR AS SAID LEASE IS LIMITED IN
DEPTH FROM THE SURFACE TO THE BASE OF THE QUEEN & SAN ANDRES FORMATIONS
								
	NM6003-002-00	  	ST OF NM B-1484-9	  	EMPIRE GAS & FUEL CO	  	12/19/32	  		  		  	NO RECORDING	  	120.00 ACRES, MORE OR LESS, BEING THE NW/4 NE/4, NW/4 SE/4 & THE SW/4 NE/4 SITUATED IN SECTION 10: 23S-R36E, LEA COUNTY, NM INSOFAR AS SAID LEASE IS LIMITED IN DEPTH FROM THE
SURFACE TO THE BASE OF THE QUEEN FORMATION
								
	NM6003-003-00	  	ST OF NM B-1506 (157-F)	  	REPOLLO OIL COMPANY	  	12/20/32	  	24	  	499	  		  	160.00 ACRES, MORE OR LESS, BEING THE NE/4 OF SECTION 17: 23S-R36E, LEA COUNTY, NM INSOFAR AS SAID LEASE IS LIMITED IN DEPTH FROM THE SURFACE TO THE BASE OF THE QUEEN
FORMATION
								
	NM6003-004-00	  	ST OF NM B-1506 (157-G)	  	REPOLLO OIL COMPANY	  	12/20/32	  		  		  	NO RECORDING	  	160.00 ACRES, MORE OR LESS, BEING THE NE/4 OF SECTION 5: 22S-R36E, LEA COUNTY, NM INSOFAR AS SAID LEASE IS LIMITED IN DEPTH FROM THE SURFACE TO 3900’
								
	NM6003-005-00	  	B DAVIS & OCTAV DAVIS	  	F E VOSBURG	  	10/22/27	  	8	  	212	  		  	120.000 ACRES, MORE OR LESS, BEING THE S/2 SW/4 & NE/4 SW/4 SITUATED IN SECTION 34: T23S-R36E, LEA COUNTY, NM INSOFAR AS SAID ACREAGE FALLS WITHIN THE B DAVIS ARC UNIT FROM THE
SURFACE DOWN TO THE BASE OF THE QUEEN FORMATION
								
	NM6003-006-00	  	A F RAWLINGS RECEIVER	  	HUGH CORRIGAN	  	05/09/28	  	11	  	124	  		  	320.000 ACRES, MORE OR LESS, BEING THE SW/4 OF SECTION 14 AND THE SE/4 OF SECTION 15: T23S-R36E, LEA COUNTY, NM INSOFAR AS SAID ACREAGE LIES FROM THE SURFACE DOWN TO
3710’
								
	NM6003-007-00	  	ST OF NM B-1431	  	AMERADA PETROLEUM CORPORATION	  	12/05/32	  		  		  	NO RECORDING	  	160.00 ACRES, MORE OR LESS, BEING THE NE/4 OF SECTION 16: 23S-R36E, LEA COUNTY, NM INSOFAR AS SAID LEASE IS LIMITED IN DEPTH FROM THE SURFACE TO 4000’
								
	NM6003-008-01	  	EMERY F KING & ROWENA KING	  	F J DANGLADE	  	09/16/37	  	28	  	631	  		  	80.000 ACRES, MORE OR LESS, BEING THE W/2 SE/4 OF SECTION 12: T23S-R36E, LEA COUNTY, NM
								
	NM6003-008-02	  	H R RANDALL	  	F J DANGLADE	  	09/16/37	  	35	  	21	  		  	80.000 ACRES, MORE OR LESS, BEING THE W/2 SE/4 OF SECTION 12: T23S-R36E, LEA COUNTY, NM
								
	NM6003-008-03	  	UNITED NORTH & SOUTH DEVELOPMENT CO	  	MAGNOLIA PETROLEUM COMPANY	  	05/27/47	  	63	  	455	  		  	80.000 ACRES, MORE OR LESS, BEING THE W/2 SE/4 OF SECTION 12: T23S-R36E, LEA COUNTY, NM
								
	NM6003-008-04	  	ELIZABETH HUDSON PENN	  	F J DANGLADE	  	09/16/37	  	34	  	61	  		  	80.000 ACRES, MORE OR LESS, BEING THE W/2 SE/4 OF SECTION 12: T23S-R36E, LEA COUNTY, NM
								
	NM6003-008-05	  	C J DAVIDSON & EDYTHE L DAVIDSON	  	F J DANGLADE	  	09/16/37	  	28	  	642	  		  	80.000 ACRES, MORE OR LESS, BEING THE W/2 SE/4 OF SECTION 12: T23S-R36E, LEA COUNTY, NM
								
	NM6003-008-06	  	K L WICKETT ET AL	  	F J DANGLADE	  	09/16/37	  	34	  	113	  		  	80.000 ACRES, MORE OR LESS, BEING THE W/2 SE/4 OF SECTION








															
	State: New Mexico	  	County: LEA	  		  		  		  		  	
								
	 Lease no
	  	 Lessor
	  	 Lessee
	  	Lease
date	  	Book	  	Page	  	 Ref
	  	 Legal desc

		  		  		  		  		  		  		  	12: T23S-R36E, LEA COUNTY, NM
								
	NM6003-008-07	  	C D LOCKWOOD & EARLINE ALLEN LOCKWOOD	  	MAGNOLIA PETROLEUM COMPANY	  	08/27/47	  	65	  	219	  		  	160.00 ACRES, MORE OR LESS, BEING THE SE/4 OF SECTION 12: T23S-R36E, LEA COUNTY, NM
								
	NM6003-009-00	  	BLM LC-030556B	  	MAXINE STEVENS HARRIS ET AL	  	12/01/61	  		  		  	NO RECORDING	  	160.00 ACRES, MORE OR LESS, BEING THE SW/4 OF SECTION 15: 23S-R36E, LEA COUNTY, NM INSOFAR AS SAID LEASE IS LIMITED IN DEPTH FROM THE SURFACE TO THE BASE OF THE QUEEN
FORMATION








															
	State: New Mexico	  	County: LEA	  		  		  		  		  	
								
	 Lease no
	  	 Lessor
	  	 Lessee
	  	Lease
date	  	Book	  	Page	  	 Ref
	  	 Legal desc

	NM6002-001-00	  	ST OF NM L-3393	  	ROBERT H HANNIFIN	  	08/19/69	  		  		  	NO RECORDING	  	320.000 ACRES, MORE OR LESS, BEING THE E/2 OF SECTION 35: T16S-R34E, LEA COUNTY, NM LIMITED IN DEPTH FROM 9,003’ TO 12,850’








															
	State: New Mexico	  	County: LEA	  		  		  		  		  	
								
	 Lease no
	  	 Lessor
	  	 Lessee
	  	Lease
date	  	Book	  	Page	  	 Ref
	  	 Legal desc

	NM6012-001-00	  	ST OF NM LG-2750	  	THE SUPERIOR OIL COMPANY	  	05/01/75	  		  		  	NO RECORDING	  	60.000 ACRES (OUT OF ORIGINAL 320.00 LEASE ACRES), MORE OR LESS, BEING THE N/2 SE/4 OF SECTION 2: T20S-R34E, LEA COUNTY, NM LIMITED IN DEPTH FROM THE SURFACE TO
10,900’








																			
	 Lessor
	  	 Lessee
	  	 Prospect name
	  	 St
	  	 County
name
	  	Lease date	  	Rec
book	  	Rec
page	  	Ref	  	 Legal

	RUTH LONDON	  	DAN P. COLWELL	  	LOVING E	  	NM	  	EDDY	  	7/24/1978	  	161	  	699	  		  	SEC 15-23S-28E: W/2 SE/4 NE/4
	MARIE D. PENTICUFF AND RUBY MARIE GUY	  	KEN E. MOORE	  	LOVING E	  	NM	  	EDDY	  	9/26/1978	  	166	  	93	  		  	SEC 15-23S-28E: E/2 SE/4 NE/4 NE/4 AND N/2 NE/4 SE/4 NE/4
	GENE K. TARVIN, ET UX, VERNA RUTH TARVIN	  	KEN E. MOORE	  	LOVING E	  	NM	  	EDDY	  	9/26/1978	  	166	  	90	  		  	SEC 15-23S-28E: N/2 NE/4 SE/4 NE/4
	JOE E. TRACHTA, ET UX, WANDA S. TRACHTA	  	EARL WHISNAND	  	LOVING E	  	NM	  	EDDY	  	7/26/1978	  	165	  	156	  		  	SEC 15-23S-28E: SE/4 SE/4 NE/4 AND S/2 NE/4 SE/4 NE/4








																			
	 Lessor
	  	 Lessee
	  	 Prospect name
	  	 St
	  	 County
name
	  	Lease date	  	Rec
book	  	Rec
page	  	Ref	  	 Legal

	BUREAU OF LAND MANAGEMENT NM LG 5417	  	EL PASO NATURAL GAS	  	MOSLEY CANYON	  	NM	  	EDDY	  	6/1/1978	  	160	  	28	  		  	SEC 7-24S-25E: LOTS 3, 4 N/2 SE/4, SURFACE TO BASE OF THE MORROW SANDSTONE OR 100’ BELOW TOTAL DEPTH DRILLED IN TEST WELL, WHICHEVER IS LESSER
	BUREAU OF LAND MANAGEMENT NM LG 4501	  	JAMES A O’NEAL	  	MOSLEY CANYON	  	NM	  	EDDY	  	5/19/1970	  	73	  	407	  		  	SEC 7-24S-25E: E/2 SE/4 AND S/2 SE/4, LIMITED TO AND INCLUDING 11,700’ BELOW THE SURFACE








													
	State: Texas	  	County: GAINES	  		  		  		  	
							
	 Lease no
	  	 Lessor
	  	 Lessee
	  	Lease
date	  	Book	  	Page	  	 Ref

	TX1146-001-01	  	BESSIE LARUE NORMAN ET AL	  	ALLIED CHEMICAL CORPORATION	  	06/08/69	  	193	  	613	  	14022
							
	TX1146-001-02	  	R R HERRELL ET UX	  	ALLIED CHEMICAL CORPORATION	  	08/18/69	  	366	  	595	  	ANDREWS CO
		  		  		  		  	194	  	27	  	GAINES CO
		  		  		  		  	381	  	699	  	ANDREWS CO
		  		  		  		  	203	  	538	  	GAINES CO
							
	TX1146-001-03	  	J C WILLIAMSON ET UX	  	ALLIED CHEMICAL CORPORATION	  	08/18/69	  	366	  	593	  	ANDREWS CO
		  		  		  		  	194	  	30	  	GAINES CO
							
	TX1146-001-04	  	FRED C ROHRBACH ET UX	  	JIMMY C MARKHAM	  	02/16/59	  	121	  	605	  	48093
							
	TX1146-001-05	  	VEVA ARCHER	  	JIMMY C MARKHAM	  	03/10/59	  	122	  	581	  	GAINES CO
							
	TX1146-001-06	  	GERTRUDE ARCHER	  	J C WILLIAMSON	  	08/11/61	  	140	  	266	  	GAINES COUNTY
		  		  		  		  	271	  	521	  	ANDREWS COUNTY
							
	TX1146-001-07	  	ROY G BARTON ET UX	  	ALLIED CHEMICAL CORPORATION	  	02/24/69	  	366	  	115	  	ANDREWS CO
		  		  		  		  	192	  	359	  	GAINES CO
							
	TX1146-001-08	  	MAGDALENE MARKHAM ET UX	  	ALLIED CHEMICAL CORPORATION	  	02/24/69	  	366	  	113	  	ANDREWS CO
		  		  		  		  	192	  	361	  	GAINES CO
							
	TX1146-002-00	  	T O STARK ET AL	  	HUNT OIL COMPANY	  	08/12/48	  	94	  	34	  	
		  		  		  		  	56	  	146	  	








																	
	 Lessor
	  	 Lessee
	  	Prospect name	  	St	  	County
name	  	Lease date	  	Rec
book	  	Rec
page	  	Ref
	MAYNARD OIL COMPANY	  	MID-CONTINENT ENERGY	  	NORMAN	  	TX	  	GAINES	  	3/1/1994	  	665	  	442	  	








															
	State: Texas	  	County: CROCKETT	  		  		  		  		  	
								
	 Lease no
	  	Lessor	  	Lessee	  	Lease
date	  	Book	  	Page	  	Ref	  	 Legal desc

	TX1574-001	  	HONDO OIL & GAS COMPANY	  	CHEROKEE RESOURCES INC	  	04/01/88	  	431	  	761	  		  	EAST 627.3 ACRES OF SEC. 23, BLOCK QR, CROCKETT, TX, LIMITED TO DEPTHS BETWEEN 7,000 AND 9,200 FEET SUBSURFACE.
								
	TX1574-002	  	CHEROKEE RESOURCES INC	  	ENRON OIL AND GAS COMPANY	  	10/08/92	  		  		  		  	WEST 307.3 ACRES OF THE EAST 627.3 ACRES OF SEC. 23, BLOCK QR, CROCKETT, TX, LIMITED TO DEPTHS BETWEEN 7,000 AND 9,200 FEET SUBSURFACE.
								
	TX1574-003	  	ATLANTIC RICHFIELD COMPANY	  	CAL-MON OIL COMPANY	  	02/01/69	  	244	  	73	  		  	E/2 OF SEC 23, BLK QR, CROCKETT, TX, LIMITED TO DEPTHS BETWEEN 7,000 AND 9,200 FEET SUBSURFACE.








															
	State: New Mexico	  	County: EDDY	  		  		  		  		  	
								
	 Lease no
	  	 Lessor
	  	 Lessee
	  	Lease
date	  	Book	  	Page	  	 Ref
	  	 Legal desc

	NM6001-001-00	  	ST OF NM L-3099	  	BELL PETROLEUM COMPANY	  	07/15/69	  		  		  	NO RECORDING	  	320.000 ACRES, MORE OR LESS, BEING THE N2NE, SENW, NESW, S2S2 OF SECTION 22: T19S-R29E, EDDY COUNTY, NM
	NM6001-002-00	  	ST OF NM K-6949	  	CHARLES B READ	  	05/16/67	  		  		  	NO RECORDING	  	360.000 ACRES, MORE OR LESS, BEING NW/4 NE/4; E/2 NW/4; N/2 SW/4; SE/4 SW/4; NE/4 SE/4 & S/2 SE/4 OF SECTION 27: T19S-R29E, EDDY COUNTY, NM








													
	State: Texas	  	County: CRANE	  		  		  		  	
							
	 Lease no
	  	 Lessor
	  	 Lessee
	  	Lease
date	  	Book	  	Page	  	Ref
	TX1103-006-00	  	HATTIE E CONNELL ET AL	  	AMERADA PETROLEUM CORPORATION	  	11/03/43	  	38	  	532	  	








													
	State: Texas	  	County: ECTOR	  		  		  		  	
							
	 Lease no
	  	 Lessor
	  	 Lessee
	  	Lease
date	  	Book	  	Page	  	Ref
	05488000	  	B. W. MCKENZIE	  	TEXACO EXPLORATION & PRODUCTION	  	03/25/26	  	19	  	346	  	
							
	05711000	  	SCHARBAUER, JOHN ET UX	  	INDEPENDENT OIL & GAS COMPANY	  	11/14/25	  	19	  	42	  	
							
	TX1103-001-00	  	W E CONNELL	  	TEXACO EXPLORATION & PRODUCTION	  	10/22/25	  	19	  	195	  	ECTOR COUNTY TEXAS
							
		  		  		  		  	11	  	574	  	CRANE COUNTY TEXAS
							
	TX1103-002-00	  	W E CONNELL	  	TEXACO EXPLORATION & PRODUCTION	  	10/22/25	  	19	  	195	  	
							
	TX1103-003-01	  	IDA MCDONALD ET AL	  	TEXACO EXPLORATION & PRODUCTION	  	02/08/35	  	43	  	73	  	
							
	TX1103-003-02	  	ESTATE OF BILLIE YATES	  	TEXACO EXPLORATION & PRODUCTION	  	02/08/35	  	44	  	412	  	
							
	TX1103-004-00	  	IDA MCDONALD ET AL	  	TEXACO EXPLORATION & PRODUCTION	  	02/08/35	  	43	  	73	  	
							
	TX1103-005-00	  	W E CONNELL ESTATE	  	TEXACO EXPLORATION & PRODUCTION	  	10/09/37	  	50	  	447	  	








																			
	 Lessor
	  	 Lessee
	  	 Prospect name
	  	 St
	  	 County
name
	  	Lease date	  	Rec
book	  	Rec
page	  	Ref	  	 Legal

	NEWETTA CLEVELAND LOYD	  	PETROGULF CORPORATION	  	PLATANG S	  	TX	  	YOAKUM	  	9/19/1997	  	180	  	534	  		  	SEC 665 BLOCK D: 80 ACRE PRORATION UNIT SURROUNDING THE WAYNE #1 WELL
										
	WAYNE CLEVELAND	  	PETROGULF CORPORATION	  	PLATANG S	  	TX	  	YOAKUM	  	9/19/1997	  	180	  	538	  		  	SEC 665 BLOCK D: 80 ACRE PRORATION UNIT SURROUNDING THE WAYNE #1 WELL
										
	GLEN DALE CLEVELAND TRUST	  	PETROGULF CORPORATION	  	PLATANG S	  	TX	  	YOAKUM	  	9/19/1997	  	180	  	542	  		  	SEC 665 BLOCK D: 80 ACRE PRORATION UNIT SURROUNDING THE WAYNE #1 WELL
										
	SUE ANN POWELL TRUST	  	PETROGULF CORPORATION	  	PLATANG S	  	TX	  	YOAKUM	  	9/19/1997	  	180	  	547	  		  	SEC 665 BLOCK D: 80 ACRE PRORATION UNIT SURROUNDING THE WAYNE #1 WELL
										
	JULIE FITE COOPER	  	PETROGULF CORPORATION	  	PLATANG S	  	TX	  	YOAKUM	  	9/19/1997	  	180	  	552	  		  	SEC 665 BLOCK D: 80 ACRE PRORATION UNIT SURROUNDING THE WAYNE #1 WELL
										
	JOYCE CRAFT	  	PETROGULF CORPORATION	  	PLATANG S	  	TX	  	YOAKUM	  	9/19/1997	  	180	  	530	  		  	SEC 665 BLOCK D: 80 ACRE PRORATION UNIT SURROUNDING THE WAYNE #1 WELL
										
	POLLY FARRAR	  	PETROGULF CORPORATION	  	PLATANG S	  	TX	  	YOAKUM	  	9/19/1997	  	180	  	557	  		  	SEC 665 BLOCK D: 80 ACRE PRORATION UNIT SURROUNDING THE WAYNE #1 WELL
										
	JEAN JONES	  	PETROGULF CORPORATION	  	PLATANG S	  	TX	  	YOAKUM	  	9/19/1997	  	180	  	589	  		  	SEC 665 BLOCK D: 80 ACRE PRORATION UNIT SURROUNDING THE WAYNE #1 WELL
										
	GEORGE R. LOYD	  	PETROGULF CORPORATION	  	PLATANG S	  	TX	  	YOAKUM	  	9/19/1997	  	180	  	562	  		  	SEC 665 BLOCK D: 80 ACRE PRORATION UNIT SURROUNDING THE WAYNE #1 WELL
										
	KAREN WILLIAMS SLINKARD	  	PETROGULF CORPORATION	  	PLATANG S	  	TX	  	YOAKUM	  	9/19/1997	  	180	  	584	  		  	SEC 665 BLOCK D: 80 ACRE PRORATION UNIT SURROUNDING THE WAYNE #1 WELL
										
	JACKIE FITE SPENKE	  	PETROGULF CORPORATION	  	PLATANG S	  	TX	  	YOAKUM	  	9/19/1997	  	180	  	567	  		  	SEC 665 BLOCK D: 80 ACRE PRORATION UNIT SURROUNDING THE WAYNE #1 WELL
										
	KATRINA WILLIAMS STEINER	  	PETROGULF CORPORATION	  	PLATANG S	  	TX	  	YOAKUM	  	9/19/1997	  	180	  	572	  		  	SEC 665 BLOCK D: 80 ACRE PRORATION UNIT SURROUNDING THE WAYNE #1 WELL
										
	FRANCES CLEVELAND WILLIAMS	  	PETROGULF CORPORATION	  	PLATANG S	  	TX	  	YOAKUM	  	9/19/1997	  	180	  	577	  		  	SEC 665 BLOCK D: 80 ACRE PRORATION UNIT SURROUNDING THE WAYNE #1 WELL
										
	MARY ELLIOTT	  	PETROGULF CORPORATION	  	PLATANG S	  	TX	  	YOAKUM	  	12/18/1997	  	180	  	597	  		  	SEC 665 BLOCK D: 80 ACRE PRORATION UNIT SURROUNDING THE WAYNE #1 WELL
										
	FATINE CLEVELAND FITE	  	PETROGULF CORPORATION	  	PLATANG S	  	TX	  	YOAKUM	  	9/19/1997	  	180	  	525	  		  	SEC 665 BLOCK D: 80 ACRE PRORATION UNIT SURROUNDING THE WAYNE #1 WELL
										
	DAVID W. CLEVELAND	  	PETROGULF CORPORATION	  	PLATANG S	  	TX	  	YOAKUM	  	12/9/1997	  	180	  	593	  		  	SEC 665 BLOCK D: 80 ACRE PRORATION UNIT SURROUNDING THE WAYNE #1 WELL








															
	State: Texas	  	County: PECOS	  		  		  		  		  	
								
	 Lease no
	  	 Lessor
	  	 Lessee
	  	Lease
date	  	Book	  	Page	  	Ref	  	 Legal desc

	M-TX1135-001-01	  	LEWIS JONES	  	ARGO OIL CORPORATION	  	07/08/39	  	85	  	114	  		  	SW/4 SECTION 123, BLOCK 11, H & GN RY CO SVY, PECOS COUNTY, TEXAS
								
	TX1135-001-00	  	ROY MCDONALD GUARDIAN ET AL	  	FLAG-REDFERN OIL COMPANY	  	10/20/70	  	398	  	110	  	64826	  	THE EAST 81.97 ACRES OF SECTION SIX (6), BLOCK F, ABSTRACT NO. 3438, T C RY CO SURVEY, PECOS COUNTY, TEXAS, COVERING ALL DEPTHS BELOW 1000 FEET.
								
		  	INDIV AND AS AGENT FOR THE ST OF TEXAS	  		  		  		  		  		  	








															
	State: Texas	  	County: WARD	  		  		  		  		  	
								
	 Lease no
	  	 Lessor
	  	 Lessee
	  	Lease
date	  	Book	  	Page	  	Ref	  	 Legal desc

	TX1490-001-00	  	STATE OF TEXAS 64125	  	STANDARD OIL COMPANY OF TEXAS	  	12/16/69	  	332	  	226	  	142	  	N2 OF SECTION 29, BLOCK 18, UNIVERSITY LANDS, WARD CO., TEXAS
	TX1490-002-00	  	STATE OF TEXAS 64126	  	GETTY OIL COMPANY	  	12/16/69	  	332	  	331	  	168	  	S/2 OF SECTION 31, BLOCK 18, UNIVERSITY LANDS, WARD COUNTY, TEXAS.
	TX1490-003-00	  	STATE OF TEXAS 64127	  	GETTY OIL COMPANY	  	12/16/69	  	332	  	316	  		  	NW/4 OF SECTION 31, BLOCK 18, UNIVERSITY LANDS, WARD COUNTY, TEXAS








													
	State: Texas	  	County: WARD	  		  		  		  	
							
	 Lease no
	  	 Lessor
	  	 Lessee
	  	Lease
date	  	Book	  	Page	  	Ref
	TX1496-001-01	  	S CAPRITO	  	T A FISCHER	  	08/08/58	  	206	  	379	  	2640
							
	TX1496-001-02	  	AMOCO PRODUCTION COMPANY	  	RODEN OIL COMPANY	  	08/28/70	  	347	  	362	  	2456
							
	TX1496-001-03	  	SOUTHLAND ROYALTY COMPANY	  	TEXAS AMERICAN OIL CORPORATION	  	07/08/68	  	326	  	223	  	2235
							
	TX1496-001-04	  	PAN AMERICAN PETROLEUM CORPORATION	  	RODEN OIL COMPANY	  	08/18/70	  	337	  	547	  	2300
							
	TX1496-002-01	  	ELIZABETH PRATT PRICE ET AL	  	JACK E BLAKE	  	05/27/65	  	284	  	273	  	2293








																			
	 Lessor
	  	 Lessee
	  	 Prospect name
	  	St	  	County
name	  	Lease date	  	Rec
book	  	Rec
page	  	Ref	  	 Legal

	WYNN-CROSBY 1999, LTD	  	PURE RESOURCES, L.P.	  	ROJO CABALLOS	  	TX	  	REEVES	  	9/9/2003	  		  		  		  	ALL OF SECTION 20, 27 AND 34, BLOCK 50, T-8, T&P RR CO SURVEY








													
	State: Texas	  	County: GAINES	  		  		  		  	
							
	 Lease no
	  	 Lessor
	  	 Lessee
	  	Lease
date	  	Book	  	Page	  	Ref
	TX1497-001-00	  	MARGARET M WOOD	  	WILLIAM F SMITH	  	06/11/96	  	402	  	37	  	
							
	TX1497-002-01	  	FRANCES ROYALL SIDFORD, INDIVIDUALLY AND AS TRUSTEE OF THE FRANCES ROYALL SIDFORD TRUST	  	MRL PARTNERS LP	  	06/23/98	  	660	  	709	  	
							
	TX1497-002-02	  	GOURLEY-BARTON BROS. PARTNERSHIP	  	MRL PARTNERS LP	  	03/28/95	  	395	  	545	  	
							
	TX1497-002-03	  	HEIDI C BARTON	  	MRL PARTNERS LP	  	03/28/95	  	393	  	105	  	
		  		  		  		  	395	  	545	  	
							
	TX1497-002-04	  	REBECCA ROYALL	  	MRL PARTNERS LP	  	06/23/98	  	659	  	543	  	
							
	TX1497-002-05	  	TUCKER B ROYALL, IND AND TRUSTEE OF TUCKER B ROYALL TRUST	  	MRL PARTNERS LP	  	06/23/98	  	660	  	706	  	
							
	TX1497-002-06	  	THE J E & L E MABEE FOUNDATION INC	  	MRL PARTNERS LP	  	02/23/95	  	393	  	236	  	
							
	TX1497-002-07	  	NATIONSBANK , NA SUCCESSOR/TRUSTEE u/w/o ALTON WILBURN CHERRY f/b/o JOANN CHERRY HOLMAN	  	MRL PARTNERS LP	  	07/06/98	  	663	  	609	  	
							
	TX1497-003-01	  	OPAL BARTON	  	MRL PARTNERS LP	  	03/28/95	  	393	  	232	  	
							
	TX1497-003-02	  	ROY G BARTON	  	MRL PARTNERS LP	  	03/28/95	  	393	  	226	  	








													
	State: Texas	  	County: GAINES	  		  		  		  	
							
	 Lease no
	  	 Lessor
	  	 Lessee
	  	Lease
date	  	Book	  	Page	  	Ref
	TX1498-001-01	  	HAROLD D CUNNINGHAM	  	TEXACO EXPLORATION & PRODUCTION	  	12/21/95	  	398	  	335	  	R0000507
							
	TX1498-001-02	  	BETTE D. MITCHELL	  	TEXACO EXPLORATION & PRODUCTION	  	06/21/97	  	398	  	405	  	R0000530
							
	TX1498-001-03	  	JANE DAVIS	  	TEXACO EXPLORATION & PRODUCTION	  	12/21/95	  	398	  	361	  	R0000516
							
	TX1498-001-04	  	BETTY L SIMMONS LIVING TR	  	TEXACO EXPLORATION & PRODUCTION	  	12/21/95	  	398	  	405	  	R0000530








													
	State: Texas	  	County: GAINES	  		  		  		  	
							
	 Lease no
	  	 Lessor
	  	 Lessee
	  	Lease
date	  	Book	  	Page	  	Ref
	TX1499-001-01	  	BOARD OF TRSTE, TRINITY U	  	ENERGY DEVELOPMENT CORPORATION	  	01/05/96	  	399	  	10	  	R0001006
							
	TX1499-001-02	  	STEVEN E ESMOND AND TOM GRAY, TRUSTEES OF THE M C LINDSEY TRUST	  	ENERGY DEVELOPMENT	  	12/01/95	  	398
408	  	845
822	  	R0001000
R0003626
							
	TX1499-001-03	  	MARK C LINDSEY III ET UX	  	ENERGY DEVELOPMENT	  	12/01/95	  	398	  	845	  	R0001000
		  		  		  		  	408	  	822	  	R0003626
							
	TX1499-002-01	  	BRAILLE INSTITUTE OF AMERICA	  	TEXACO EXPLORATION & PRODUCTION	  	06/26/97	  	410	  	215	  	R0004635
							
	TX1499-002-02	  	SELMA E ANDREWS TRUSTS	  	TEXACO EXPLORATION & PRODUCTION	  	06/26/97	  	408	  	810	  	R003623








													
	State: Texas	  	County: GAINES	  		  		  		  	
							
	 Lease no
	  	 Lessor
	  	 Lessee
	  	Lease
date	  	Book	  	Page	  	Ref
	TX1189-001-01	  	LUCY LANE STRAUCH	  	ENERGY DEVELOPMENT CORPORATION	  	10/25/95	  	398	  	407	  	R0000531
							
	TX1189-003-01	  	EVINE LANE HAMMOND	  	TEXACO EXPLORATION & PRODUCTION	  	10/25/95	  	398	  	363	  	R0000517
							
	TX1189-004-01	  	THE ALLAR COMPANY	  	TEXACO EXPLORATION & PRODUCTION	  	02/24/95	  	392	  	488	  	R0001547








													
	State: Texas	  	County: EDWARDS	  		  		  		  	
							
	 Lease no
	  	 Lessor
	  	 Lessee
	  	Lease
date	  	Book	  	Page	  	Ref
	TX1393-043-01	  	CHESTER R. CLOUDT, FRANK O. CLOUDT AND DENMAN L. CLOUDT, SR., IND. AND AS INDEPENDENT EXECUTORS OF THE ESTATE OF FRANK T. CLOUDT	  	NORTH AMERICAN ROYALTIES, INC.	  	05/03/72	  	Z-17	  	859	  	
							
	TX1393-044-01	  	R.H. CLOUDT, ET UX, INEZ L. CLOUDT	  	NORTH AMERICAN ROYALTIES, INC.	  	04/28/72	  	Z-17	  	212	  	








													
	 State: Texas
	  	County: SUTTON	  	
							
	 Lease no
	  	Lessor	  	 Lessee
	  	Lease
date	  	Book	  	Page	  	Ref
	TX1393-005-00	  	W A MIERS	  	STANOLIND OIL AND GAS COMPANY	  	05/20/44	  	039	  	209	  	
							
	TX1393-006-00	  	E E SAWYER JR & LURA W SAWYER	  	W M HOLLAND	  	07/07/53	  	053	  	194	  	191585
							
	TX1393-007-00	  	RUTH TURK ESPY ET AL	  	GULF OIL CORP C/O CHEVRON USA INC	  	02/19/71	  	089	  	345	  	7557
							
	TX1393-008-00	  	W R CUSENBARY & ELIZABETH CUSENBARY	  	GULF OIL CORPORATION C/P CHEVRON USA INC	  	07/30/63	  	074	  	202	  	2366
							
	TX1393-009-00	  	ALICE L JONES	  	W M HOLLAND	  	06/06/63	  	074	  	041	  	
							
	TX1393-010-00	  	W B MCMILLAN & LUCILLE MCMILLAN	  	GULF OIL CORPORATION C/P CHEVRON USA INC	  	02/11/66	  	078	  	512	  	4154
							
	TX1393-011-00	  	B B DUNBAR	  	STANOLIND OIL AND GAS COMPANY	  	01/12/56	  	058	  	282	  	
							
	TX1393-012-00	  	E E SAWYER JR & LURA W SAWYER	  	HUMBLE OIL & REFINING COMPANY	  	06/06/63	  	074	  	043	  	2244
							
	TX1393-013-00	  	COLLIER SHURLEY & MARY L SHURLEY	  	MAGNOLIA PETROLEUM COMPANY	  	02/26/54	  	054	  	639	  	T32142
		  		  		  		  	263	  	530	  	037645
							
	TX1393-014-00	  	COLLIER SHURLEY & MARY L SHURLEY	  	W M HOLLAND	  	09/11/53	  	053	  	535	  	
		  		  		  		  	263	  	539	  	037647
							
	TX1393-015-00	  	COLLIER SHURLEY & MARY L SHURLEY	  	W M HOLLAND	  	09/11/53	  	053	  	531	  	
		  		  		  		  	263	  	535	  	037646
							
	TX1393-016-00	  	THELMA JOHNSON ET AL	  	BYRON WILLIAMS	  	04/04/77	  	115	  	719	  	14822
							
	TX1393-018-00	  	EDWIN S MAYER JR ET AL	  	THE STRINGER CORPORATION	  	11/01/72	  	098	  	190	  	
							
	TX1393-019-00	  	W R CUSENBARY & ELIZABETH CUSENBARY	  	GULF OIL CORPORATION C/P CHEVRON USA INC	  	07/30/63	  	074	  	204	  	2367
							
	TX1393-020-00	  	W R CUSENBARY & ELIZABETH CUSENBARY	  	GULF OIL CORPORATION C/P CHEVRON USA INC	  	03/11/71	  	089	  	225	  	7499
							
	TX1393-021-00	  	W R CUSENBARY & ELIZABETH CUSENBARY	  	GULF OIL CORPORATION C/P CHEVRON USA INC	  	03/11/71	  	089	  	221	  	7498
							
	TX1393-023-00	  	JOHN A WARD JR ET AL	  	STANOLIND OIL AND GAS COMPANY	  	06/06/44	  	039	  	512	  	
							
	TX1393-024-01	  	H O POLSTON	  	ENRON OIL & GAS COMPANY	  	01/02/93	  	265	  	612	  	038141
							
	TX1393-024-02	  	MYRLE GREATHOUSE	  	ENRON OIL & GAS COMPANY	  	01/02/93	  	265	  	604	  	038137
							
	TX1393-024-03	  	STAR PRODUCTION INC	  	ENRON OIL & GAS COMPANY	  	01/02/93	  	265	  	598	  	038137
							
	TX1393-024-04	  	COCKRELL PRODUCTION COMPANY INC	  	ENRON OIL & GAS COMPANY	  	01/02/93	  	265	  	594	  	038132








													
	 State: Texas
	  	County: SUTTON	  	
							
	 Lease no
	  	Lessor	  	 Lessee
	  	Lease
date	  	Book	  	Page	  	Ref
	TX1393-024-05	  	WES-TEX DRILLING COMPANY	  	ENRON OIL & GAS COMPANY	  	01/02/93	  	265	  	596	  	038133
							
	TX1393-024-06	  	ELIZABETH ANN CUMMINS	  	ENRON OIL & GAS COMPANY	  	01/02/93	  	265	  	600	  	038135
							
	TX1393-024-07	  	NANCY BERGER
BLOODWORTH ET AL	  	ENRON OIL & GAS COMPANY	  	01/02/93	  	265	  	608	  	038139
							
	TX1393-024-08	  	LARRY JOE BERGER	  	ENRON OIL & GAS COMPANY	  	01/02/93	  	265	  	610	  	038140
							
	TX1393-024-09	  	CHRISTIE D BERGER	  	ENRON OIL & GAS COMPANY	  	01/02/93	  	265	  	616	  	038138
							
	TX1393-024-10	  	LOSS N STORY ESTATE	  	ENRON OIL & GAS COMPANY	  	01/02/93	  	265	  	602	  	038136
							
	TX1393-025-01	  	H O POLSTON	  	ENRON OIL & GAS COMPANY	  	01/02/93	  	265	  	592	  	038131
							
	TX1393-025-02	  	MYRLE GREATHOUSE	  	ENRON OIL & GAS COMPANY	  	01/02/93	  	265	  	584	  	038127
							
	TX1393-025-03	  	STAR PRODUCTION INC	  	ENRON OIL & GAS COMPANY	  	01/02/93	  	265	  	578	  	038124
							
	TX1393-025-04	  	COCKRELL PRODUCTION
COMPANY INC	  	ENRON OIL & GAS COMPANY	  	01/02/93	  	265	  	574	  	038122
							
	TX1393-025-05	  	WES-TEX DRILLING COMPANY	  	ENRON OIL & GAS COMPANY	  	01/02/93	  	265	  	576	  	038123
							
	TX1393-025-06	  	ELIZABETH ANN CUMMINS	  	ENRON OIL & GAS COMPANY	  	01/02/93	  	265	  	580	  	038125
							
	TX1393-025-07	  	NANCY BERGER
BLOODWORTH ET AL	  	ENRON OIL & GAS COMPANY	  	01/02/93	  	265	  	590	  	038130
							
	TX1393-025-08	  	LARRY JOE BERGER	  	ENRON OIL & GAS COMPANY	  	01/02/93	  	265	  	588	  	038129
							
	TX1393-025-09	  	CHRISTIE D BERGER	  	ENRON OIL & GAS COMPANY	  	01/02/93	  	265	  	586	  	038128
							
	TX1393-025-10	  	LOSS N STORY ESTATE	  	ENRON OIL & GAS COMPANY	  	01/02/93	  	265	  	582	  	038126
							
	TX1393-026-01	  	H O POLSTON	  	ENRON OIL & GAS COMPANY	  	01/07/93	  	265	  	572	  	038121
							
	TX1393-026-02	  	MYRLE GREATHOUSE	  	ENRON OIL & GAS COMPANY	  	01/07/93	  	265	  	566	  	038118
							
	TX1393-026-03	  	STAR PRODUCTION INC	  	ENRON OIL & GAS COMPANY	  	01/07/93	  	265	  	558	  	038114
							
	TX1393-026-04	  	COCKRELL PRODUCTION
COMPANY INC	  	ENRON OIL & GAS COMPANY	  	01/07/93	  	265	  	554	  	038112
							
	TX1393-026-05	  	WES-TEX DRILLING COMPANY	  	ENRON OIL & GAS COMPANY	  	01/07/93	  	265	  	556	  	038113
							
	TX1393-026-06	  	ELIZABETH ANN CUMMINS	  	ENRON OIL & GAS COMPANY	  	01/07/93	  	265	  	570	  	038120
							
	TX1393-026-07	  	NANCY BERGER
BLOODWORTH ET AL	  	ENRON OIL & GAS COMPANY	  	01/07/93	  	265	  	560	  	038115
							
	TX1393-026-08	  	LARRY JOE BERGER	  	ENRON OIL & GAS COMPANY	  	01/07/93	  	265	  	562	  	038116








													
	 State: Texas
	  	County: SUTTON	  	
							
	 Lease no
	  	Lessor	  	 Lessee
	  	Lease
date	  	Book	  	Page	  	Ref
	TX1393-026-09	  	CHRISTIE D BERGER	  	ENRON OIL & GAS COMPANY	  	01/07/93	  	265	  	564	  	038117
							
	TX1393-026-10	  	LOSS N STORY ESTATE	  	ENRON OIL & GAS COMPANY	  	01/07/93	  	265	  	568	  	038119
							
	TX1393-027-00	  	DAN A CAUTHORN	  	BYRON WILLIAMS	  	04/11/77	  	116	  	064	  	14902
							
	TX1393-028-00	  	H T ESPY AND RUTH ESPY	  	GULF OIL CORP C/O CHEVRON U S A INC	  	08/05/63	  	074	  	242	  	2386
							
	TX1393-029-00	  	H T ESPY AND RUTH ESPY	  	GULF OIL CORP C/O CHEVRON U S A INC	  	08/05/63	  	074	  	240	  	2385
							
	TX1393-030-00	  	H T ESPY AND RUTH ESPY	  	GULF OIL CORP C/O CHEVRON U S A INC	  	08/05/63	  	074	  	238	  	2384
							
	TX1393-031-00	  	MARY GAYLE DAVIS	  	ANDERSON PETROLEUM INC	  	02/20/80	  	125	  	531	  	
							
	TX1393-034-00	  	GUY WYATT ASKEW	  	ANDERSON PETROLEUM INC	  	02/20/80	  	125	  	549	  	18449
							
	TX1393-035-00	  	LIBB WALLACE &
EVELYNE WALLACE	  	W H WORTHHAM	  	05/17/44	  	39	  	398	  	
							
	TX1393-036-00	  	LURA
WARD SAWYER ET AL	  	MEADOR LAND CO	  	07/10/90	  	247	  	056	  	035541
							
	TX1393-037-00	  	E S MAYER & MINNIE H
MAYER	  	STANDARD OIL COMPANY OF TEXAS	  	10/14/53	  	054	  	313	  	
							
	TX1393-038-00	  	MARGARET S
GALBREATH	  	REPUBLIC ENGINEERS INC	  	07/24/80	  	127	  	401	  	
							
	TX1393-039-00	  	GUY WYATT ASKEW &
MARY WYATT	  	ANDERSON PETROLEUM INC	  	02/20/80	  	125	  	524	  	
							
	TX1393-040-00	  	DIXIE LOUISE GENINI ET
AL	  	AMERICAN QUASAR PETROLEUM CO OF NM	  	03/03/80	  	125	  	651	  	18479
							
	TX1393-041-00	  	DIXIE L GENINI ET AL	  	KCS RESOURCES INC	  	10/29/01	  	315	  	323	  	047917
							
	TX1393-042-00	  	MARVIN F SHURLEY &
MASON DAVID SHURLEY	  	INTERCOAST OIL AND GAS CO	  	12/23/96	  	290	  	594	  	042917








																			
	Lessor	  	Lessee	  	Prospect name	  	St	  	County
name	  	Lease date	  	Rec
book	  	Rec
page	  	Ref	  	 Legal

	STATE OF NEW MEXICO L-5467	  		  	SCHARB	  	NM	  	LEA	  	10/1/1972	  	280	  	100	  		  	SEC 10-19S-35W: NW/4








			
	 State: Texas
	  	County: WARD

  

															
	 Lease no
	  	Lessor	  	Lessee	  	Lease
date	  	Book	  	Page	  	Ref	  	 Legal desc

	TX1151-001-00	  	F H SCOTT	  	CONTINENTAL
 OIL COMPANY
	  	11/01/43	  	113	  	69	  		  	40.000 ACRES (OUT OF ORIGINAL 640.00 LEASE ACRES) BEING 40 ACRE TRACT AROUNT THE F H SCOTT#1 WELL LOCATED IN SEC 31 BLK 33 H&TC RR CO SVY, WARD COUNTY TX, LIMITED IN DEPTH FROM
THE SURFACE DOWN TO 6500’
								
	TX1151-002-00	  	JOSEPH A STUMP ET AL	  	F H SCOTT	  	07/14/43	  	105	  	1	  	27314	  	41.100 ACRES, MORE OR LESS, BEING THE SW/4 SW/2 SW/2, WATER LOT 9, SEC 30 BLK 33 H&TC RR CO SVY, WARD COUNTY, TX, LIMITED IN DEPTH FROM THE SURFACE TO
5,783’
								
	TX1151-003-00	  	ONA L SCOTT ET AL	  	H V BECK JR	  	04/17/76	  	407	  	41	  	1667	  	200.00 ACRES, MORE OR LESS, BEING ALL OF WATER TRACTS 1, 2, 14, 15 AND 16 SEC 33 BLK 33 H&TC RR CO SVY, WARD COUNTY, TX
								
	TX1151-005-00	  	LEWIS M WATSON &
MARION W WATSON	  	F H SCOTT	  	07/16/43	  	105	  	347	  		  	80.00 ACRES (OUT OF ORIGINAL 640.00 LEASE ACRES) BEING A 40 ACRE TRACT AROUND THE L M WATSON#1 WELL AND A 40 ACRE TRACT AROUNT THE L M WATSON#2 WELL LOCATED IN SEC 32 BLK 33
H&TC RR CO SVY, WARD COUNTY, TX, LIMITED FROM THE SURFACE DOWN TO 6500’








																	
	 Lessor
	  	 Lessee
	  	Prospect name	  	St	  	County
name	  	Lease date	  	Rec
book	  	Rec
page	  	 Ref

	SHAFTER LAKE SAN ANDRES UNIT	  		  	SHAFTER LAKE	  	TX	  	ANDREWS	  		  		  		  	ORRI ONLY








																	
	 Lessor
	  	 Lessee
	  	Prospect name	  	St	  	County
name	  	Lease date	  	Rec
book	  	Rec
page	  	 Ref

	BROWN ROYALTIES	  	HUMBLE REFINING COMPANY	  	SHEFFIELD, SE	  	TX	  	PECOS	  	5/3/1951	  	181	  	195	  	
	J. E. SMITH, ET UX, BERTHA N. SMITH, ET AL	  	HUMBLE REFINING COMPANY	  	SHEFFIELD, SE	  	TX	  	PECOS	  	12/22/1958	  	258	  	279	  	








															
	State: New Mexico	  	County: EDDY	  	
								
	Lease no	  	Lessor	  	Lessee	  	Lease
date	  	Book	  	Page	  	Ref	  	 Legal desc

	NM6122-001-00	  	BLM NM-93772	  	CANADIAN
 KENWOOD
COMPANY
	  	11/01/91	  		  		  	NO RECORDING	  	150.300 ACRES (OUT OF ORIGINAL 301.30 LEASE ACRES), MORE OR LESS, SECTION 19: T18S-R31E, EDDY COUNTY, NM, LOT 3, SE/4 SW/4 FROM BELOW 3,900’ TO BASE OF WOLFCAMP FORMATION,
WHICHEVER IS DEEPER AND LOT 3, NE/2 SW/4 FROM BELOW 3,900’ TO THE S.E. OF 10,275’ IN THE SHUGART WEST FEDERAL 19 WELL NO. 1.
								
	NM6122-002-00	  	BLM NM-LC
 029387-B
	  	18-31 INC	  	11/01/91	  		  		  	NO RECORDING	  	114.890 ACRES (OUT OF 660.58 ORIGINAL LEASE ACS), MORE OR LESS, BEING NE/4 NW/4 OF SECTION 30: T18S-R31E; NW/4 NW/4 (LOT 1) & SE/4 NW/4 OF SECTION 19: T18S-R31E, EDDY COUNTY, NM
LIMITED IN DEPTH FROM 4,500’ TO BASE OF WOLFCAMP OR 10,500’, WHICHEVER IS THE DEEPER DEPTH
								
	NM6122-003-00	  	BLM NM-
067896	  	CHEVRON
USA INC	  	11/01/91	  		  		  	NO RECORDING	  	160.000 ACRES (OUT OF 320.00 ORIGINAL LEASE ACRES), MORE OR LESS, SECTION 19: T18S-R31E, EDDY COUNTY, NM, NW/4 NE/4 AND SW/4 NE/4 FROM SURFACE TO 8,172’ AS FOUND IN SHURGART
WEST 19 FEDERAL NO. 8 WELL, NW/4 SE/4 FROM BELOW 4,000’ TO 8,228’ AS FOUND IN SHUGART WEST 19 FEDERAL NO. 9 WELL, SE/4 SE/3 FROM SUFACE TO 4,000’.








															
	 State: New Mexico
	  	County: EDDY	  	
								
	 Lease no
	  	 Lessor
	  	 Lessee
	  	Lease
date	  	Book	  	Page	  	Ref	  	 Legal desc

	NM6138-001-00	  	BLM NM-93771	  	B B GINSBERG	  	08/01/56	  		  		  	NO RECORDING	  	160.000 ACRES (OUT OF 800.000 ORIGINAL LEASE ACS), MORE OR LESS, SEGREGATED FROM BASE LEASE BEING THE N/2 NE/4 AND N/2 SE/4 OF SECTION 24: T18S-R30E, EDDY COUNTY, NM LIMITED TO
DEPTHS FROM 4,100’ DOWN TO AND INCLUDING THE BASE OF THE BONE SPRINGS FORMATION
								
	NM6138-002-00	  	BLM NM-LC 028990-A	  	RAY E HUBBARD JR ET AL	  	12/01/99	  		  		  	NO RECORDING	  	40.000 ACRES (OUT OF 640.00 ORIGINAL LEASE ACS), MORE OR LESS BEING THE SW/4 NE/4 OF SECTION 24: T18S-R30E, EDDY COUNTY, NM LIMITED IN DEPTH FROM THE SURFACE TO THE BASE OF THE BONE
SPRINGS FORMATION








															
	 State: New Mexico
	  	County: EDDY	  	
								
	 Lease no
	  	 Lessor
	  	 Lessee
	  	Lease
date	  	Book	  	Page	  	Ref	  	 Legal desc

	NM6125-001-00	  	BLM LC-029392-B	  	 CLARENCE
 E
HINKLE
	  	12/29/39	  		  		  	NO RECORDING	  	320.000 ACRES, MORE OR LESS BEING THE W/2 OF SECTION 27: T18S-R31E, EDDY COUNTY, NM LIMITED IN DEPTH TO COVER ONLY THE MORROW AND ATOKA FORMATIONS LESS THE PRODUCTION FROM THE
WELLBORE OF THE GREENWOOD PRE-GRAYBURG UNIT FED “C” COM #1 WELL








																	
	 Lessor
	  	 Lessee
	  	Prospect name	  	St	  	County
name	  	Lease date	  	Rec
book	  	Rec
page	  	 Ref

									
	SMYER EAST CLEARFORK UNIT	  		  	SMYER	  	TX	  	HOCKLEY	  		  		  		  	ORRI ONLY








															
	 COUNTY & STATE:
	  	MARTIN, TEXAS	  		  		  		  		  		  	
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2056-00	  	MONCUE MCKASKLE AND WIFE VERGIE MCKASKLE	  	J E JONES DRILLING CO	  	APRIL 3, 1951	  	MARTIN, TEXAS	  	33	  	451	  	
		
	DESCRIPTION:	  	 INSOFAR ONLY AS SAID LEASE COVERS:
 BLK 35 T&P RR CO SURVEY T1N
 SECTION 12:N/2

		
	TYPE:	  	FEE








															
	 COUNTY & STATE:
	  	MIDLAND, TEXAS	  		  		  		  		  		  	
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-3220-04	  	WM K WARREN FOUNDATION	  	DISCOVERY ENERGY, INC	  	MAY 1, 1982	  	MIDLAND, TEXAS	  	744	  	446	  	
		
	DESCRIPTION:	  	H.P. HILLIARD SURVEY, BLK. X. A-11, SEC. 1: S/2 OF N/2
		  	 FROC ONLY RECEIVED ASSIGNMENT OF E/80 ACRES OF N/2 OF SEC. 1
 ALL ABOVE INSOFAR AND ONLY AS THE SELLER PROPERTY IS LIMITED IN DEPTH FROM THE SURFACE OF THE EARTH DOWN TO 100’ BELOW THE BASE OF THE SPRABERRY DEAN FORMATION.

		
	TYPE:	  	FEE OIL & GAS
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-3220-05	  	GARY B. LAUGHLIN	  	DISCOVERY ENERGY, INC	  	MAY 1, 1982	  	MIDLAND, TEXAS	  	745	  	55	  	
		
	DESCRIPTION:	  	H.P. HILLIARD SURVEY, BLK. X. A-11, SEC. 1: S/2 OF N/2
		  	 FROC ONLY RECEIVED ASSIGNMENT OF E/80 ACRES OF N/2 OF SEC. 1
 ALL ABOVE INSOFAR AND ONLY AS THE SELLER PROPERTY IS LIMITED IN DEPTH FROM THE SURFACE OF THE EARTH DOWN TO 100’ BELOW THE BASE OF THE SPRABERRY DEAN FORMATION.

		
	TYPE:	  	FEE OIL & GAS
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-3220-06	  	JOSEPHINE LAUGHLIN	  	DISCOVERY OPERATING, INC.	  	JULY 1, 1982	  	MIDLAND, TEXAS	  	757	  	337	  	
		
	DESCRIPTION:	  	H.P. HILLIARD SURVEY, BLK. X. A-11, SEC. 1: S/2 OF N/2
		  	 FROC ONLY RECEIVED ASSIGNMENT OF E/80 ACRES OF N/2 OF SEC. 1
 ALL ABOVE INSOFAR AND ONLY AS THE SELLER PROPERTY IS LIMITED IN DEPTH FROM THE SURFACE OF THE EARTH DOWN TO 100’ BELOW THE BASE OF THE SPRABERRY DEAN FORMATION.

		
	TYPE:	  	FEE OIL & GAS
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-3220-07	  	HOMER BRINSON ET AL	  	DISCOVERY OPERATING, INC.	  	JULY 1, 1982	  	MIDLAND, TEXAS	  	757	  	339	  	
		
	DESCRIPTION:	  	H.P. HILLIARD SURVEY, BLK. X. A-11, SEC. 1: S/2 OF N/2
		  	 FROC ONLY RECEIVED ASSIGNMENT OF E/80 ACRES OF N/2 OF SEC. 1
 ALL ABOVE INSOFAR AND ONLY AS THE SELLER PROPERTY IS LIMITED IN DEPTH FROM THE SURFACE OF THE EARTH DOWN TO 100’ BELOW THE BASE OF THE SPRABERRY DEAN FORMATION.

		
	TYPE:	  	FEE OIL & GAS








															
	 COUNTY & STATE:
	  	MIDLAND, TEXAS	  		  		  		  		  		  	
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-3220-01	  	EDWARD G. SYNATACHKETUX	  	MONTY MCLANE ET AL	  	SEPTEMBER 20, 1981	  	MIDLAND, TEXAS	  	757	  	401	  	
		
	DESCRIPTION:	  	H.P. HILLIARD SURVEY, BLK. X. A-11, SEC. 1: S/2 OF N/2
		  	 FROC ONLY RECEIVED ASSIGNMENT OF E/80 ACRES OF N/2 OF SEC. 1
 ALL ABOVE INSOFAR AND ONLY AS THE SELLER PROPERTY IS LIMITED IN DEPTH FROM THE SURFACE OF THE EARTH DOWN TO 100’ BELOW THE BASE OF THE SPRABERRY DEAN FORMATION.

		
	TYPE:	  	FEE OIL & GAS
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-3220-02	  	SUSIE DAVIS & FAY FURMAN	  	DISCOVERY ENERGY, INC	  	JANUARY 1, 1982	  	MIDLAND, TEXAS	  	740	  	250	  	
		
	DESCRIPTION:	  	H.P. HILLIARD SURVEY, BLK. X. A-11, SEC. 1: S/2 OF N/2
		  	 FROC ONLY RECEIVED ASSIGNMENT OF E/80 ACRES OF N/2 OF SEC. 1
 ALL ABOVE INSOFAR AND ONLY AS THE SELLER PROPERTY IS LIMITED IN DEPTH FROM THE SURFACE OF THE EARTH DOWN TO 100’ BELOW THE BASE OF THE SPRABERRY DEAN FORMATION.

		
	TYPE:	  	FEE OIL & GAS
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-3220-03	  	YALE H. LEWIS	  	DISCOVERY ENERGY, INC	  	MAY 4, 1982	  	MIDLAND, TEXAS	  	744	  	231	  	
		
	DESCRIPTION:	  	H.P. HILLIARD SURVEY, BLK. X. A-11, SEC. 1: S/2 OF N/2
		  	 FROC ONLY RECEIVED ASSIGNMENT OF E/80 ACRES OF N/2 OF SEC. 1
 ALL ABOVE INSOFAR AND ONLY AS THE SELLER PROPERTY IS LIMITED IN DEPTH FROM THE SURFACE OF THE EARTH DOWN TO 100’ BELOW THE BASE OF THE SPRABERRY DEAN FORMATION.

		
	TYPE:	  	FEE OIL & GAS








															
	 COUNTY & STATE:
	  	MIDLAND, TEXAS	  		  		  		  		  		  	
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-3222-01	  	MILTON L. NICKEL	  	DISCOVERY ENERGY INC.	  	JANUARY 1, 1982	  	MIDLAND, TEXAS	  	740	  	236	  	
		
	DESCRIPTION:	  	H.P. HILLIARD SURVEY, BLK. X. A-11, SEC, 1: N/2 N/2
		  	 FROC ONLY RECEIVED ASSIGNMENT OF E/80 ACRES OF N/2 OF SEC. 1
 ALL ABOVE INSOFAR AND ONLY AS THE SELLER PROPERTY IS LIMITED IN DEPTH FROM THE SURFACE OF THE EARTH DOWN TO 100’ BELOW THE BASE OF THE SPRABERRY DEAN FORMATION.

		
	TYPE:	  	FEE OIL & GAS
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-3222-02	  	CARL B & FLORENCE E KING	  	DISCOVERY ENERGY INC.	  	FEBRUARY 1, 1982	  	MIDLAND, TEXAS	  	740	  	244	  	
		
	DESCRIPTION:	  	H.P. HILLIARD SURVEY, BLK. X. A-11, SEC, 1: N/2 N/2
		  	 FROC ONLY RECEIVED ASSIGNMENT OF E/80 ACRES OF N/2 OF SEC. 1
 ALL ABOVE INSOFAR AND ONLY AS THE SELLER PROPERTY IS LIMITED IN DEPTH FROM THE SURFACE OF THE EARTH DOWN TO 100’ BELOW THE BASE OF THE SPRABERRY DEAN FORMATION.

		
	TYPE:	  	FEE OIL & GAS
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-3222-03	  	J.E. WARREN	  	DISCOVERY ENERGY INC.	  	FEBRUARY 1, 1982	  	MIDLAND, TEXAS	  	740	  	248	  	
		
	DESCRIPTION:	  	H.P. HILLIARD SURVEY, BLK. X. A-11, SEC, 1: N/2 N/2
		  	 FROC ONLY RECEIVED ASSIGNMENT OF E/80 ACRES OF N/2 OF SEC. 1
 ALL ABOVE INSOFAR AND ONLY AS THE SELLER PROPERTY IS LIMITED IN DEPTH FROM THE SURFACE OF THE EARTH DOWN TO 100’ BELOW THE BASE OF THE SPRABERRY DEAN FORMATION.

		
	TYPE:	  	FEE OIL & GAS
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-3222-04	  	AIF FOR BESSIE A DYE	  	DISCOVERY ENERGY INC.	  	FEBRUARY 1, 1982	  	MIDLAND, TEXAS	  	744	  	545	  	
		
	DESCRIPTION:	  	H.P. HILLIARD SURVEY, BLK. X. A-11, SEC, 1: N/2 N/2
		  	 FROC ONLY RECEIVED ASSIGNMENT OF E/80 ACRES OF N/2 OF SEC. 1
 ALL ABOVE INSOFAR AND ONLY AS THE SELLER PROPERTY IS LIMITED IN DEPTH FROM THE SURFACE OF THE EARTH DOWN TO 100’ BELOW THE BASE OF THE SPRABERRY DEAN FORMATION.

		
	TYPE:	  	FEE OIL & GAS
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-3222-05	  	J E & L E MABEE FND	  	DISCOVERY ENERGY INC.	  	FEBRUARY 1, 1982	  	MIDLAND, TEXAS	  	740	  	242	  	
		
	DESCRIPTION:	  	H.P. HILLIARD SURVEY, BLK. X. A-11, SEC, 1: N/2 N/2
		  	 FROC ONLY RECEIVED ASSIGNMENT OF E/80 ACRES OF N/2 OF SEC. 1
 ALL ABOVE INSOFAR AND ONLY AS THE SELLER PROPERTY IS LIMITED IN DEPTH FROM THE SURFACE OF THE EARTH DOWN TO 100’ BELOW THE BASE OF THE SPRABERRY DEAN FORMATION.

		
	TYPE:	  	FEE OIL & GAS








															
	 COUNTY & STATE:
	  	MIDLAND, TEXAS	  		  		  		  		  		  	
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-3222-06	  	OLA BRYSON ET AL	  	DISCOVERY ENERGY INC.	  	JANUARY 1, 1982	  	MIDLAND, TEXAS	  	740	  	240	  	
		
	DESCRIPTION:	  	 H.P. HILLIARD SURVEY, BLK. X. A-11 SEC. 1: N/2 N/2
 FROC ONLY RECEIVED ASSIGNMENT OF E/80 ACRES OF N/2 OF SEC.1
 ALL ABOVE INSOFAR AND ONLY AS THE
SELLER PROPERTY IS LIMITED IN DEPTH FROM THE SURFACE OF THE EARTH DOWN TO 100’ BELOW THE BASE OF THE SPRABERRY DEAN FORMATION

		
	TYPE:	  	FEE OIL & GAS








															
	 COUNTY & STATE:
	  	GLASSCOCK, TEXAS	  		  		  		  		  		  	
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2273-01	  	HENRY T WILSON, ET UX ANNA MAE WILSON	  	TOKLAN PRODUCTION COMPANY	  	MARCH 12, 1951	  	GLASSCOCK, TEXAS	  	66	  	382	  	
		
	DESCRIPTION:	  	 INSORFAR ONLY AS SAID LEASE COVERS:
 T&P RR SURVEY, BLK 36
 SEC 30: E/2 SE/4.

		
	TYPE:	  	FEE
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2273-02	  	CHARLOTTE M POWELL	  	TOKLAN PRODUCTION COMPANY	  	MARCH 12, 1951	  	GLASSCOCK, TEXAS	  	66	  	391	  	
		
	DESCRIPTION:	  	 INSORFAR ONLY AS SAID LEASE COVERS:
 T&P RR SURVEY, BLK 36
 SEC 30: E/2 SE/4.

		
	TYPE:	  	FEE
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2273-03	  	PATIA H DAVIDSON, ET VIR EARLE M DAVIDSON	  	TOKLAN PRODUCTION COMPANY	  	MARCH 12, 1951	  	GLASSCOCK, TEXAS	  	66	  	385	  	
		
	DESCRIPTION:	  	 INSORFAR ONLY AS SAID LEASE COVERS:
 T&P RR SURVEY, BLK 36
 SEC 30: E/2 SE/4.

		
	TYPE:	  	FEE
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2273-04	  	BESSIE ROSS MCCRAY	  	TOKLAN PRODUCTION COMPANY	  	MARCH 12, 1951	  	GLASSCOCK, TEXAS	  	71	  	498	  	
		
	DESCRIPTION:	  	 INSORFAR ONLY AS SAID LEASE COVERS:
 T&P RR SURVEY, BLK 36
 SEC 30: E/2 SE/4.

		
	TYPE:	  	FEE
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2273-05	  	MARY H COSTELLO, A WIDOW	  	TOKLAN PRODUCTION COMPANY	  	MARCH 12, 1951	  	GLASSCOCK, TEXAS	  	66	  	491	  	
		
	DESCRIPTION:	  	 INSORFAR ONLY AS SAID LEASE COVERS:
 T&P RR SURVEY, BLK 36
 SEC 30: E/2 SE/4.

		
	TYPE:	  	FEE
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2273-06	  	PETER J SONNEVILLE, ET UXMARY SONNEVILLE	  	TOKLAN PRODUCTION COMPANY	  	MARCH 12, 1951	  	GLASSCOCK, TEXAS	  	67	  	471	  	
		
	DESCRIPTION:	  	 INSORFAR ONLY AS SAID LEASE COVERS:
 T&P RR SURVEY, BLK 36
 SEC 30: E/2 SE/4.

		
	TYPE:	  	FEE








															
	COUNTY & STATE:	  	GLASSCOCK, TEXAS	  		  		  		  		  		  	
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2273-07	  	GRACE A ROSA, IND & HEIR D G ROSA	  	TOKLAN PRODUCTION COMPANY	  	MARCH 12, 1951	  	GLASSCOCK, TEXAS	  	67	  	468	  	
		
	DESCRIPTION:	  	 INSORFAR ONLY AS SAID LEASE COVERS:
 T&P RR SURVEY, BLK 36
 SEC 30: E/2 SE/4.

		
	TYPE:	  	FEE
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2273-08	  	THERON L TERRELL	  	TOKLAN PRODUCTION COMPANY	  	MARCH 12, 1951	  	GLASSCOCK, TEXAS	  	67	  	465	  	
		
	DESCRIPTION:	  	 INSORFAR ONLY AS SAID LEASE COVERS:
 T&P RR SURVEY, BLK 36
 SEC 30: E/2 SE/4.

		
	TYPE:	  	FEE
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2273-09	  	FRANK A ELLIOTT, JR	  	TOKLAN PRODUCTION COMPANY	  	MARCH 12, 1951	  	GLASSCOCK, TEXAS	  	67	  	458	  	
		
	DESCRIPTION:	  	 INSORFAR ONLY AS SAID LEASE COVERS:
 T&P RR SURVEY, BLK 36
 SEC 30: E/2 SE/4.

		
	TYPE:	  	FEE
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2273-10	  	ELIZABETH L MITCHELL	  	TOKLAN PRODUCTION COMPANY	  	MARCH 12, 1951	  	GLASSCOCK, TEXAS	  	68	  	186	  	
		
	DESCRIPTION:	  	 INSORFAR ONLY AS SAID LEASE COVERS:
 T&P RR SURVEY, BLK 36
 SEC 30: E/2 SE/4.

		
	TYPE:	  	FEE
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2273-11	  	JAMES W HEYWORTH	  	TOKLAN PRODUCTION COMPANY	  	MARCH 12, 1951	  	GLASSCOCK, TEXAS	  	68	  	465	  	
		
	DESCRIPTION:	  	 INSORFAR ONLY AS SAID LEASE COVERS:
 T&P RR SURVEY, BLK 36
 SEC 30: E/2 SE/4.

		
	TYPE:	  	FEE
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2273-12	  	TOKLAN ROYALTY CORPORATIONS& J G CATLETT, INC.	  	TOKLAN PRODUCTION COMPANY	  	MARCH 12, 1951	  	GLASSCOCK, TEXAS	  	72	  	14	  	
		
	DESCRIPTION:	  	 INSORFAR ONLY AS SAID LEASE COVERS:
 T&P RR SURVEY, BLK 36
 SEC 30: E/2 SE/4.

		
	TYPE:	  	FEE








															
	COUNTY & STATE:	  	GLASSCOCK, TEXAS	  	
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2273-13	  	IAN R PRIOR	  	TOKLAN PRODUCTION COMPANY	  	MARCH 12, 1951	  	GLASSCOCK, TEXAS	  	72	  	45	  	
		
	DESCRIPTION:	  	 INSORFAR ONLY AS SAID LEASE COVERS:
 T&P RR SURVEY, BLK 36
 SEC 30: E/2 SE/4.

		
	TYPE:	  	FEE
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2273-14	  	J G CATLETT, INC	  	TOKLAN PRODUCTION COMPANY	  	MARCH 12, 1951	  	GLASSCOCK, TEXAS	  	72	  	138	  	
		
	DESCRIPTION:	  	 INSORFAR ONLY AS SAID LEASE COVERS:
 T&P RR SURVEY, BLK 36
 SEC 30: E/2 SE/4.

		
	TYPE:	  	FEE
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2273-15	  	ALBERT L TRENCH	  	TOKLAN PRODUCTION COMPANY	  	MARCH 12, 1951	  	GLASSCOCK, TEXAS	  	71	  	584	  	
		
	DESCRIPTION:	  	 INSORFAR ONLY AS SAID LEASE COVERS:
 T&P RR SURVEY, BLK 36
 SEC 30: E/2 SE/4.

		
	TYPE:	  	FEE OIL & GAS
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2273-16	  	JOANA NATINO, ET VIR ARNALDO NATINO	  	TOKLAN PRODUCTION COMPANY	  	MARCH 12, 1951	  	GLASSCOCK, TEXAS	  	71	  	560	  	
		
	DESCRIPTION:	  	 INSORFAR ONLY AS SAID LEASE COVERS:
 T&P RR SURVEY, BLK 36
 SEC 30: E/2 SE/4.

		
	TYPE:	  	FEE OIL & GAS
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2273-17	  	EP DRIVER, IND & TRUSTEE	  	W B N OIL COMPANY	  	JUNE 16, 1952	  	GLASSCOCK, TEXAS	  	73	  	88	  	
		
	DESCRIPTION:	  	 INSORFAR ONLY AS SAID LEASE COVERS:
 T&P RR SURVEY, BLK 36
 SEC 30: E/2 SE/4.

		
	TYPE:	  	FEE OIL & GAS
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2273-18	  	RW MCILLVAIN	  	EP DRIVER	  	JANUARY 22, 1951	  	GLASSCOCK, TEXAS	  	66	  	70	  	
		
	DESCRIPTION:	  	 INSORFAR ONLY AS SAID LEASE COVERS:
 T&P RR SURVEY, BLK 36
 SEC 30: E/2 SE/4.

		
	TYPE:	  	FEE OIL & GAS








															
	 COUNTY & STATE:
	  	GLASSCOCK, TEXAS	  		  		  		  		  		  	
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2273-25	  	EP DRIVER	  	TOKLAN PRODUCTION COMPANY	  	FEBRUARY 15, 1952	  	GLASSCOCK, TEXAS	  	73	  	144	  	
		
	DESCRIPTION:	  	 INSORFAR ONLY AS SAID LEASE COVERS:
 T&P RR SURVEY, BLK 36
 SEC 30: E/2 SE/4.

		
	TYPE:	  	FEE OIL & GAS
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2273-26	  	WILLIAM E GIBSON R V MIDDLETON, RECEIVER	  	EP DRIVER	  	DECEMBER 12, 1951	  	GLASSCOCK, TEXAS	  	71	  	305	  	
		
	DESCRIPTION:	  	 INSORFAR ONLY AS SAID LEASE COVERS:
 T&P RR SURVEY, BLK 36
 SEC 30: E/2 SE/4.

		
	TYPE:	  	FEE OIL & GAS
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2273-27	  	JUDSON R DAVIS R V MIDDLETON, RECEIVER	  	EP DRIVER	  	DECEMBER 12, 1951	  	GLASSCOCK, TEXAS	  	71	  	294	  	
		
	DESCRIPTION:	  	 INSORFAR ONLY AS SAID LEASE COVERS:
 T&P RR SURVEY, BLK 36
 SEC 30: E/2 SE/4.

		
	TYPE:	  	FEE OIL & GAS
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2273-28	  	WEBSTER WAGNER R V MIDDLETON, RECEIVER	  	EP DRIVER	  	DECEMBER 12, 1951	  	GLASSCOCK, TEXAS	  	71	  	317	  	
		
	DESCRIPTION:	  	 INSORFAR ONLY AS SAID LEASE COVERS:
 T&P RR SURVEY, BLK 36
 SEC 30: E/2 SE/4.

		
	TYPE:	  	FEE OIL & GAS
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2273-29	  	ANNIE M MAXWELL R V MIDDLETON, RECEIVER	  	EP DRIVER	  	DECEMBER 12, 1951	  	GLASSCOCK, TEXAS	  	71	  	320	  	
		
	DESCRIPTION:	  	 INSORFAR ONLY AS SAID LEASE COVERS:
 T&P RR SURVEY, BLK 36
 SEC 30: E/2 SE/4.

		
	TYPE:	  	FEE OIL & GAS
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2273-30	  	WILLIAM B DAVIS R V MIDDLETON, RECEIVER	  	EP DRIVER	  	DECEMBER 12, 1951	  	GLASSCOCK, TEXAS	  	71	  	324	  	
		
	DESCRIPTION:	  	 INSORFAR ONLY AS SAID LEASE COVERS:
 T&P RR SURVEY, BLK 36
 SEC 30: E/2 SE/4.

		
	TYPE:	  	FEE OIL & GAS








															
	 COUNTY & STATE:
	  	GLASSCOCK, TEXAS	  		  		  		  		  		  	
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2273-31	  	DOMINICK SALVATORE R V MIDDLETON, RECEIVER	  	EP DRIVER	  	DECEMBER 12, 1951	  	GLASSCOCK, TEXAS	  	71	  	328	  	
		
	DESCRIPTION:	  	 INSORFAR ONLY AS SAID LEASE COVERS:
 T&P RR SURVEY, BLK 36
 SEC 30: E/2 SE/4.

		
	TYPE:	  	FEE OIL & GAS
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2273-32	  	EDWARD THOMSON & LELA RV MIDDLETON, RECEIVER	  	EP DRIVER	  	DECEMBER 12, 1951	  	GLASSCOCK, TEXAS	  	71	  	298	  	
		
	DESCRIPTION:	  	 INSORFAR ONLY AS SAID LEASE COVERS:
 T&P RR SURVEY, BLK 36
 SEC 30: E/2 SE/4.

		
	TYPE:	  	FEE OIL & GAS
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2273-33	  	CHARLES WHALEY R V MIDDLETON, RECEIVER	  	EP DRIVER	  	DECEMBER 12, 1951	  	GLASSCOCK, TEXAS	  	71	  	302	  	
		
	DESCRIPTION:	  	 INSORFAR ONLY AS SAID LEASE COVERS:
 T&P RR SURVEY, BLK 36
 SEC 30: E/2 SE/4.

		
	TYPE:	  	FEE OIL & GAS
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2273-34	  	VICTOR A MOORE R V MIDDLETON, RECEIVER	  	EP DRIVER	  	DECEMBER 12, 1951	  	GLASSCOCK, TEXAS	  	71	  	309	  	
		
	DESCRIPTION:	  	 INSORFAR ONLY AS SAID LEASE COVERS:
 T&P RR SURVEY, BLK 36
 SEC 30: E/2 SE/4.

		
	TYPE:	  	FEE OIL & GAS
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2273-35	  	JAMES B GOODRICH, ET UX ANNIE M GOODRICH	  	EP DRIVER	  	DECEMBER 12, 1951	  	GLASSCOCK, TEXAS	  	71	  	313	  	
		
	DESCRIPTION:	  	 INSORFAR ONLY AS SAID LEASE COVERS:
 T&P RR SURVEY, BLK 36
 SEC 30: E/2 SE/4.

		
	TYPE:	  	FEE OIL & GAS
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2273-36	  	EDNA BENNETT	  	EP DRIVER	  	APRIL 20, 1951	  	GLASSCOCK, TEXAS	  	66	  	681	  	
		
	DESCRIPTION:	  	 INSORFAR ONLY AS SAID LEASE COVERS:
 T&P RR SURVEY, BLK 36
 SEC 30: E/2 SE/4.

		
	TYPE:	  	FEE OIL & GAS








															
	 COUNTY & STATE:
	  	GLASSCOCK, TEXAS	  		  		  		  		  		  	
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2273-37	  	HULDA A HOWES, ET VIR WALLACE M HOWES	  	EP DRIVER	  	MARCH 12, 1951	  	GLASSCOCK, TEXAS	  	77	  	260	  	
		
	DESCRIPTION:	  	 INSORFAR ONLY AS SAID LEASE COVERS:
 T&P RR SURVEY, BLK 36 SEC 30: E/2 SE/4.

		
	TYPE:	  	FEE OIL & GAS








															
	 COUNTY & STATE:
	  	UPTON, TEXAS	  		  		  		  		  		  	
								
	 LEASE ID
	  	 “LEASE” NAME
	  	 GRANTOR
	  	 GRANTEE
	  	 DATED
	  	BOOK	  	PAGE	  	ENTRY
	42-3839-98	  	UNC TEXAS INC	  	KERR MCGEE NORTH AMERICAN ONSHORE CORPORATION	  	DEVON ENERGY CORPORATION (NEVADA)	  	DECEMBER 31,1996	  		  		  	
		
	DESCRIPTION:	  	 T&P RR CO, A-562,BLK-38 5S
 SEC-38: ALL, (TRACT 39)

		
	TYPE:	  	MINERAL DEED
								
	 LEASE ID
	  	 “LEASE” NAME
	  	 GRANTOR
	  	 GRANTEE
	  	 DATED
	  	BOOK	  	PAGE	  	ENTRY
	42-4815-98	  	TEXAS MINERALS	  	KERR MCGEE NORTH AMERICAN ONSHORE CORPORATION	  	DEVON ENERGY CORPORATION (NEVADA)	  	DECEMBER 31,1996	  		  		  	
		
	DESCRIPTION:	  	 INSOFAR AS COVERS:
 T&P RR CO. A-464. BLK 40
 SEC. 25: AS TO THE NE/4 AND SW/4 T-5-S, AS DESCRIBED IN MINERAL DEED DATED 2/26/30 BETWEEN L. HELLER,
GRANTOR, AND TEXAS OSAGE COOPERATIVE ROYALTY POOL AND FLAG OIL CO., GRANTEES, RECORDED IN VOLUME 36, PAGE 337, DEED RECORDS OF UPTON CO., TX.
  
 ALL ABOVE INSOFAR AND ONLY AS THE SELLER PROPERTY IS LIMITED IN DEPTH FROM THE SURFACE OF THE EARTH DOWN TO 100’ BELOW THE BASE OF THE SPRABERRY DEAN
FORMATION.

		
	TYPE:	  	MINERAL DEED








															
	 COUNTY & STATE:
	  	UPTON, TEXAS	  		  		  		  		  		  	
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2010-00	  	FANNIE E BRYAN IND & EXEC	  	STANOLIND OIL & GAS CO.	  	MARCH 19, 1943	  	UPTON, TEXAS	  	63	  	209	  	
		
	DESCRIPTION:	  	 BLK D, D&W RR COMPANY SURVEY, A-119,
 SEC. 29:SE/4
 LIMITED FROM SURFACE TO BASE OF THE LOWER SPRABERRY FORMATION

		
	TYPE:	  	FEE OIL & GAS
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2013-00	  	GENERAL LAND OFFICE ST TX SF-15536	  	ANNA MYRTLE SIMMONS	  	JUNE 26, 1953	  	UPTON, TEXAS	  	1	  	113	  	
		
	DESCRIPTION:	  	 HE&WT RR CO. A-1590, BLK-SF1553,
 SEC-18: 8.7 ACRES LOCATED ON THE SOUTH SIDE OF SECTION 18: LIMITED FROM SURFACE TO BASE OF LOWER SPRABERRY FORMATION

		
	TYPE:	  	STATE OIL & GAS
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2016-00	  	ROSA HALFF BARNETT, ET AL	  	ATLANTIC REFINING COMPANY	  	MAY 16, 1951	  	UPTON, TEXAS	  	142	  	230	  	
		
	DESCRIPTION:	  	 BLK A CCSD&RGNG
 SECTION 6: NW/4
 LIMITED FROM SURFACE TO 7800’.

		
	TYPE:	  	FEE OIL & GAS
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2017-00	  	ROSA HALFF BARNETT, ET AL	  	ATLANTIC REFINING COMPANY	  	MAY 16, 1951	  	UPTON, TEXAS	  	142	  	234	  	
		
	DESCRIPTION:	  	 BLK A CCSD&RGNG
 SECTION 6: SW/4
 LIMITED FROM SURFACE TO 7800’.

		
	TYPE:	  	FEE OIL & GAS
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2057-00	  	ROSA HALFF BARNETT, ET AL	  	ATLANTIC REFINING COMPANY	  	MAY 16, 1951	  	UPTON, TEXAS	  	144	  	61	  	
		
	DESCRIPTION:	  	 BLK A CCSD&RGNG SURVEY
 SECTION 6: SE/4
 LIMITED FROM SURFACE TO 7800’.

		
	TYPE:	  	FEE OIL & GAS
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2061-01	  	EUNICE NOBLE, ET AL	  	HUMBLE OIL & REFINING CO.	  	JANUARY 10, 1946	  	UPTON, TEXAS	  	71	  	573	  	
		
	DESCRIPTION:	  	 INDIANOLA RY COMPANY SURVEY
 SEC. 2:WEST 202 ACRES
 CERTIFICATE 16/281, A-594
 LIMITED FROM SURFACE TO BASE OF
 LOWER SPRABERRY
FORMATION.

		
	TYPE:	  	FEE OIL & GAS








															
	 COUNTY & STATE:
	  	UPTON, TEXAS	  		  		  		  		  		  	
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2061-02	  	W L PICKENS	  	HUMBLE OIL & REFINING CO.	  	JANUARY 10, 1946	  	UPTON, TEXAS	  	71	  	570	  	
		
	DESCRIPTION:	  	 INDIANOLA RY COMPANY SURVEY
 SECTION 2: THE WEST 202 ACRES
 CERTIFICATE 16/281, A-594
 LIMITED FROM SURFACE TO BASE OF LOWER SPRABERRY FORMATION.

		
	TYPE:	  	FEE OIL & GAS
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2061-03	  	CLARA E DOWNS	  	HUMBLE OIL & REFINING CO.	  	JANUARY 10, 1946	  	UPTON, TEXAS	  	71	  	567	  	
		
	DESCRIPTION:	  	 SECTION 2: THE WEST 202.00 ACRES
 CERTIFICATE 16/128, A-594
 LIMITED FROM SURFACE TO BASE OF LOWER SPRABERRY FORMATION INDIANOLA RY
COMPANY SURVEY.

		
	TYPE:	  	FEE OIL & GAS
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2075-00	  	J D CHRISTY, ET UX	  	HUMBLE OIL & REFINING CO.	  	MAY 1, 1944	  	UPTON, TEXAS	  	66	  	396	  	
		
	DESCRIPTION:	  	 BLK A CCSD&RGNG RR CO SURVEY
 SECTION 1: SE/4; TRACT 133
 BLK D D&W RY CO SURVERYSECTION 30: ALL; TRACT 134
 CERTIFICATE 52, ABSTRACT 723
 BLK Y EL&RR RY CO
SURVEY
 SECTION 4: E/2; TRACT 142
 CERTIFICATE 908, ABSTRACT 724
 SECTION 4: NW/4; TRACT 140
 CERTIFICATE 908, ABSTRACT 724
 ALL OF THE ABOVE IS LIMITED FROM THE SURFACE TO THE LOWER SPRABERRY
FORMATION BEING APPROXIMATELY 7875 FEET CERTIFICATE 74: ABSTRACT 11.

		
	TYPE:	  	FEE
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2076-01	  	HL BROWN & W R WHEELER	  	SOHIO PETROLEUM COMPANY	  	AUGUST 15, 1951	  	UPTON, TEXAS	  	154	  	212	  	
		
	DESCRIPTION:	  	 BLK N. D&SE RY CO SURVEY
 SECTION 2: N/2 NW/4:
 LIMITED FROM SURFACE TO BASE OF LOWER SPRABERRY
FORMATION

		
	TYPE:	  	FEE OIL & GAS








															
	 COUNTY & STATE:
	  	UPTON, TEXAS	  		  		  		  		  		  	
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2076-02	  	WILLIAM C PETERMAN	  	W M HOLLAND	  	FEBRUARY 26, 1948	  	UPTON, TEXAS	  	33	  	302	  	
		
	DESCRIPTION:	  	 BLK N. D&SE RY CO SURVEY
 SECTION 2: N/2 NW/4
 LIMITED FROM SURFACE TO BASE OF THE LOWER SPRABERRY
FORMATION.

		
	TYPE:	  	FEE
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2076-03	  	PHILLIP MAVERICK	  	W L KISTLER, INC	  	FEBRUARY 18, 1948	  	UPTON, TEXAS	  	90	  	220	  	
		
	DESCRIPTION:	  	 BLK N. D&SE RY CO
 SURVEY SECTION 2: N/2 NW/4
 LIMITED FROM SURFACE TO BASE OF THE LOWER SPRABERRY FORMATION.

		
	TYPE:	  	FEE OIL & GAS
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2076-04	  	JOHN C RYAN JR, TRUSTEE	  	M A SMITH	  	JUNE 15, 1943	  	UPTON, TEXAS	  	63	  	419	  	
		
	DESCRIPTION:	  	 BLK N. D&SE RY CO SURVEY
 SECTION 2: N/2 NW/4
 LIMITED FROM THE SURFACE TO BASE OF THE LOWER SPRABERRY
FORMATION.

		
	TYPE:	  	FEE OIL & GAS
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2076-05	  	R H CUMMINS AND W R BERGER	  	M A SMITH	  	JUNE 14, 1943	  	UPTON, TEXAS	  	63	  	422	  	
		
	DESCRIPTION:	  	 BLK N. D&SE RY CO SURVEY
 SECTION 2: N/2 NW/4
 LIMITED FROM SURFACE TO BASE OF THE LOWER SPRABERRY
FORMATION.

		
	TYPE:	  	FEE OIL & GAS
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2076-06	  	M E SINGLETON	  	HUMBLE OIL & REFINING CO.	  	NOVEMBER 4, 1944	  	UPTON, TEXAS	  	68	  	521	  	
		
	DESCRIPTION:	  	 BLK N. D&SE RY CO SURVEY
 SECTION 2: N/2 NW/4
 LIMITED FROM SURFACE DOWN TO BASE OF THE LOWER SPRABERRY
FORMATION.

		
	TYPE:	  	FEE OIL & GAS








															
	 COUNTY & STATE:
	  	UPTON, TEXAS	  		  		  		  		  		  	
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2096-01	  	R H VENABLE	  	HUMBLE OIL & REFINING CO.	  	JANUARY 10, 1946	  	UPTON, TEXAS	  	71	  	492	  	
		
	DESCRIPTION:	  	 INDIANOLA RY COMPANY SURVEY
 SECTION 2: EAST 438 ACRES
 CERTIFICATE NO. 16/1281, A-594
 LIMITED FROM SURFACE TO BASE OF LOWER SPRABERRY FORMATION.

		
	TYPE:	  	FEE OIL & GAS
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2096-02	  	C B YARBROUGH	  	HUMBLE OIL & REFINING CO.	  	JANUARY 10, 1946	  	UPTON, TEXAS	  	71	  	494	  	
		
	DESCRIPTION:	  	 INDIANOLA RY COMPANY SURVEY
 SEC. 2: EAST 438 ACRES, TRACT 137,
 CERTIFICATE 16/128, A-594, LIMITED FROM SURFACE TO BASE
OF
 LOWER SPRABERRY FORMATION.

		
	TYPE:	  	FEE OIL & GAS
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2096-03	  	THIRD HILLTOP INVESTMENT C	  	HUMBLE OIL & REFINING CO.	  	JANUARY 10, 1946	  	UPTON, TEXAS	  	71	  	497	  	
		
	DESCRIPTION:	  	 INDIANOLA RY COMPANY SURVEY
 SECTION 2: THE EAST 438 ACRES
 CERTIFICATE NO. 161281, A-594,TRACT 137
 LIMITED FROM SURFACE TO THE BASE OF THE LOWER SPRABERRY FORMATION.

		
	TYPE:	  	FEE OIL & GAS
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2096-04	  	HAL C PECK	  	HUMBLE OIL & REFINING CO.	  	JANUARY 10, 1946	  	UPTON, TEXAS	  	71	  	500	  	
		
	DESCRIPTION:	  	 INDIANOLA RY COMPANY SURVEY
 SECTION 2: THE EAST 438 ACRES
 CERTIFICATE 16/281, A-594
 LIMITED FROM SURFACE TO BASE OF THE SPRABERRY FORMATION.

		
	TYPE:	  	FEE OIL & GAS
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2096-05	  	CHAMBLISS GRESHAM, ET AL	  	HUMBLE OIL & REFINING CO.	  	JANUARY 10, 1946	  	UPTON, TEXAS	  	71	  	584	  	
		
	DESCRIPTION:	  	 INDIANOLA RR CO, A-594, BLK-B
 SEC-2 THE EAST 438 ACRES, TRACT 137, A-594. LIMITED FROM
 SURFACE TO BASE OF LOWER SPRABERRY
FORMATION

		
	TYPE:	  	FEE OIL & GAS








															
	 COUNTY & STATE:
	  	UPTON, TEXAS	  		  		  		  		  		  	
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2097-00	  	KITTIE ROSE MCBEE	  	ANNA MYRTLE SIMMONS	  	MAY 16, 1929	  	UPTON, TEXAS	  	34	  	586	  	
		
	DESCRIPTION:	  	 BLK N, HE&WT RR COMPANY SURVEY
 SECTION 18: SOUTH 2/5 OF W/2
 LIMITED FROM SURFACE TO & INCLUDING
 LOWER SPRABERRY FORMATION

		
	TYPE:	  	FEE OIL & GAS
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2098-01	  	DORIS WAY, ET VIR	  	JAMES H SNOWDEN	  	MARCH 8, 1951	  	UPTON, TEXAS	  	134	  	122	  	
		
	DESCRIPTION:	  	 BLK N, HE&WT RR CO SURVEY
 INSOFAR ONLY AS SAID LEASE COVERS:
 SECTION 19: NW/4 NW/4; SE/4 NW/4;
 SURFACE TO BASE OF THE LOWER
 SPRABERRY FORMATION


		
	TYPE:	  	FEE OIL & GAS
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2098-02	  	J HUGH LIEDTKE & WM C LIED	  	EDWARD C LAWSON	  	MARCH 15, 1951	  	UPTON, TEXAS	  	142	  	244	  	
		
	DESCRIPTION:	  	 BLK N, HE&WT RR CO SURVEY
 INSOFAR ONLY AS SAID LEASE COVERS
 SECTION 19: NW/4 NW/4; SE/4 NW/4;
 NW/4 SW/4; LIMITED FROM SURFACE TO
 BASE OF THE
LOWER SPRABERRY FORMATION

		
	TYPE:	  	FEE OIL & GAS
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2098-03	  	TREBOL OIL COMPANY A CORPORATION	  	J HUGH LIEDTKE & WM C LIED	  	MARCH 15, 1951	  	UPTON, TEXAS	  	135	  	223	  	
		
	DESCRIPTION:	  	 BLK N, HE&WT RR CO SURVEY
 INSOFAR ONLY AS SAID LEASE COVERS
 SECTION 19: NW/4 NW/4; SE/4 NW/4;
 NW/4 SW/4; LIMITED FROM SURFACE TO
 BASE OF THE
LOWER SPRABERRY FORMATION

		
	TYPE:	  	FEE
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2098-04	  	CHARLES E MARSH, II	  	J HUGH LIEDTKE & WM C LIED	  	MARCH 15, 1951	  	UPTON, TEXAS	  	135	  	221	  	
		
	DESCRIPTION:	  	 BLK N, HE&WT RR CO SURVEY
 INSOFAR ONLY AS SAID LEASE COVERS
 SECTION 19: NW/4 NW/4; SE/4 NW/4;
 NW/4 SW/4; LIMITED FROM SURFACE TO
 BASE OF THE
LOWER SPRABERRY FORMATION

		
	TYPE:	  	FEE OIL & GAS








															
	 COUNTY & STATE:
	  	UPTON, TEXAS	  		  		  		  		  		  	
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2099-00	  	AMELIA KRIELOW, NEE ZIMDAET AL	  	R H DAUGHERTY	  	MARCH 15, 1945	  	UPTON, TEXAS	  	69	  	212	  	
		
	DESCRIPTION:	  	 BLK O EL&RR COMPANY SURVEY
 SECTION 3: E/2 TRACT //66
 LIMITED FROM SURFACE TO BASE OF SPRAYBERRY FORMATION PLUS 100 FT
ESTIMATED TO BE 8140’

		
	TYPE:	  	FEE OIL & GAS
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2145-00	  	W S BELLOWS, ET AL	  	EDMOND L BROWN	  	MAY 27, 1949	  	UPTON, TEXAS	  	106	  	236	  	
		
	DESCRIPTION:	  	 EL&RR CO, A-148, BLK-D
 SEC-25: NW/4, LIMITED FROM SURFACE TO 9000 FT

		
	TYPE:	  	FEE OIL & GAS
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2162-01	  	CAROL R. TROUSDELL, FORMECAROL ADELE RICHTER, ET V	  	RUTTER AND COMPANY, LTD	  	JULY 28, 1959	  	UPTON, TEXAS	  	284	  	239	  	
		
	DESCRIPTION:	  	 D&W RY CO SURVEY, BLK D,
 SEC. 3: N/2
 SEC. 5: S/2
 LIMITED FROM SURFACE DOWN TO AND INCLUDING SPRABERRY FORMATION.

		
	TYPE:	  	FEE OIL & GAS
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2162-02	  	JAMES L STINGILY AND RAE STINGILY HILL ET VIR	  	HUMBLE OIL & REFINING CO.	  	FEBRUARY 5, 1960	  	UPTON, TEXAS	  	292	  	209	  	
		
	DESCRIPTION:	  	 BLK D, D&W RY CO SURVEY
 SECTION 3: N/2
 SECTION 5: S/2
 LIMITED FROM SURFACE DOWN TO AND INCLUDING SPRABERRY FORMATION.

		
	TYPE:	  	FEE OIL & GAS
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2162-03	  	ALICE R SHIELDS FORMERLY ALICE ELAINE RICHTER ET VI	  	RUTTER AND COMPANY, LTD	  	JULY 28, 1959	  	UPTON, TEXAS	  	293	  	111	  	
		
	DESCRIPTION:	  	 BLK D, D&W RY CO SURVEY
 SECTION 3: N/2
 SECTION 5: S/2
 LIMITED FROM SURFACE DOWN TO AND INCLUDING SPRABERRY FORMATION.

		
	TYPE:	  	FEE OIL & GAS








															
	 COUNTY & STATE:
	  	UPTON, TEXAS	  		  		  		  		  		  	
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2162-04	  	RUTTER AND COMPANY, LTD	  	CLOVIS G CHAPPELL JR	  	JUNE 9, 1960	  	UPTON, TEXAS	  	293	  	481	  	
		
	DESCRIPTION:	  	 BLK D, D&W RY CO SURVEY
 SECTION 3: N/2
 SECTION 5: S/2
 LIMITED FROM SURFACE DOWN TO AND INCLUDING SPRABERRY FORMATION.

		
	TYPE:	  	FEE OIL & GAS
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2162-05	  	WM H HAMMER	  	RUTTER AND COMPANY, LTD	  	APRIL 17, 1759	  	UPTON, TEXAS	  	282	  	86	  	
		
	DESCRIPTION:	  	 BLK D, D&W RY CO SURVEY
 SECTION 3: N/2
 SECTION 5: S/2
 LIMITED FROM SURFACE DOWN TO AND INCLUDING SPRABERRY FORMATION.

		
	TYPE:	  	FEE OIL & GAS
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2162-06	  	LUCILLE W SMISER ET VIR	  	RUTTER AND COMPANY, LTD	  	APRIL 17, 1759	  	UPTON, TEXAS	  	282	  	142	  	
		
	DESCRIPTION:	  	 BLK D, D&W RY CO SURVEY
 SECTION 3: N/2
 SECTION 5: S/2
 LIMITED FROM SURFACE DOWN TO AND INCLUDING SPRABERRY FORMATION.

		
	TYPE:	  	FEE OIL & GAS
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2162-07	  	TH OTSQUAGO CORPORATION	  	RUTTER AND COMPANY, LTD	  	MAY 4, 1959	  	UPTON, TEXAS	  	282	  	437	  	
		
	DESCRIPTION:	  	 BLK D, D&W RY CO SURVEY
 SECTION 3: N/2
 SECTION 5: S/2
 LIMITED FROM SURFACE DOWN TO AND INCLUDING SPRABERRY FORMATION.

		
	TYPE:	  	FEE OIL & GAS
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2162-08	  	LULA MCKOWN, FEME SOLE	  	RUTTER AND COMPANY, LTD	  	APRIL 10, 1959	  	UPTON, TEXAS	  	282	  	339	  	
		
	DESCRIPTION:	  	 BLK D, D&W RY CO SURVEY
 SECTION 3: N/2
 SECTION 5: S/2
 LIMITED FROM SURFACE DOWN TO AND INCLUDING SPRABERRY FORMATION.

		
	TYPE:	  	FEE OIL & GAS








															
	 COUNTY & STATE:
	  	UPTON, TEXAS	  		  		  		  		  		  	
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2162-09	  	WILL GLEASON	  	RUTTER AND COMPANY, LTD	  	APRIL 21, 1959	  	UPTON, TEXAS	  	282	  	342	  	
		
	DESCRIPTION:	  	 BLK D, D&W RY CO SURVEY
 SECTION 3: N/2
 SECTION 5: S/2
 LIMITED FROM SURFACE DOWN TO AND INCLUDING SPRABERRY FORMATION.

		
	TYPE:	  	FEE OIL & GAS
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2162-10	  	H E DENYER	  	RUTTER AND COMPANY, LTD	  	APRIL 29, 1959	  	UPTON, TEXAS	  	282	  	344	  	
		
	DESCRIPTION:	  	 BLK D, D&W RY CO SURVEY
 SECTION 3: N/2
 SECTION 5: S/2
 LIMITED FROM SURFACE DOWN TO AND INCLUDING SPRABERRY FORMATION.

		
	TYPE:	  	FEE OIL & GAS
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2162-11	  	R H WALKER AND L B MORROW	  	RUTTER AND COMPANY, LTD	  	APRIL 17, 1759	  	UPTON, TEXAS	  	282	  	346	  	
		
	DESCRIPTION:	  	 BLK D, D&W RY CO SURVEY
 SECTION 3: N/2
 SECTION 5: S/2
 LIMITED FROM SURFACE DOWN TO AND INCLUDING SPRABERRY FORMATION.

		
	TYPE:	  	FEE OIL & GAS
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2162-12	  	C J GALLANT	  	RUTTER AND COMPANY, LTD	  	APRIL 21, 1959	  	UPTON, TEXAS	  	282	  	348	  	
		
	DESCRIPTION:	  	 BLK D, D&W RY CO SURVEY
 SECTION 3: N/2
 SECTION 5: S/2
 LIMITED FROM SURFACE DOWN TO AND INCLUDING SPRABERRY FORMATION.

		
	TYPE:	  	FEE OIL & GAS
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2162-13	  	L B WORD	  	RUTTER AND COMPANY, LTD	  	APRIL 30, 1959	  	UPTON, TEXAS	  	282	  	416	  	
		
	DESCRIPTION:	  	 BLK D, D&W RY CO SURVEY
 SECTION 3: N/2
 SECTION 5: S/2
 LIMITED FROM SURFACE DOWN TO AND INCLUDING SPRABERRY FORMATION.

		
	TYPE:	  	FEE OIL & GAS








															
	 COUNTY & STATE:
	  	UPTON, TEXAS	  		  		  		  		  		  	
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2162-14	  	ELLA M NEFF	  	HUMBLE OIL & REFINING CO.	  	JULY 24, 1959	  	UPTON, TEXAS	  	284	  	433	  	
		
	DESCRIPTION:	  	 BLK D, D&W RY CO SURVEY
 SECTION 3: N/2
 SECTION 5: S/2
 LIMITED FROM SURFACE DOWN TO AND INCLUDING SPRABERRY FORMATION.

		
	TYPE:	  	FEE OIL & GAS
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2162-15	  	WARD S MERRICK, JR AND ELIZABETH MERRICK COE, ET	  	HUMBLE OIL & REFINING CO.	  	MAY 27, 1959	  	UPTON, TEXAS	  	284	  	32	  	
		
	DESCRIPTION:	  	 BLK D, D&W RY CO SURVEY
 SECTION 3: N/2
 SECTION 5: S/2
 LIMITED FROM SURFACE DOWN TO AND INCLUDING SPRABERRY FORMATION.

		
	TYPE:	  	FEE OIL & GAS
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2162-16	  	FALCONER E CAMPBELL AND GLADYS CAMPBELL, T C	  	HUMBLE OIL & REFINING CO.	  	JUNE 12, 1959	  	UPTON, TEXAS	  	284	  	30	  	
		
	DESCRIPTION:	  	 BLK D, D&W RY CO SURVEY
 SECTION 3: N/2
 SECTION 5: S/2
 LIMITED FROM SURFACE DOWN TO AND INCLUDING SPRABERRY FORMATION.

		
	TYPE:	  	FEE OIL & GAS
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2162-17	  	WICKS OIL INCORPORATED	  	HUMBLE OIL & REFINING CO.	  	JUNE 2, 1959	  	UPTON, TEXAS	  	283	  	339	  	
		
	DESCRIPTION:	  	 BLK D, D&W RY CO SURVEY
 SECTION 3: N/2
 SECTION 5: S/2
 LIMITED FROM SURFACE DOWN TO AND INCLUDING SPRABERRY FORMATION.

		
	TYPE:	  	FEE OIL & GAS
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2162-18	  	RICHARD L ROBERTS	  	HUMBLE OIL & REFINING CO.	  	MAY 27, 1959	  	UPTON, TEXAS	  	283	  	341	  	
		
	DESCRIPTION:	  	 BLK D, D&W RY CO SURVEY
 SECTION 3: N/2
 SECTION 5: S/2
 LIMITED FROM SURFACE DOWN TO AND INCLUDING SPRABERRY FORMATION.

		
	TYPE:	  	FEE OIL & GAS








															
	 COUNTY & STATE:
	  	UPTON, TEXAS	  		  		  		  		  		  	
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2162-19	  	ARNOLD S BUNTE	  	HUMBLE OIL & REFINING CO.	  	MAY 29, 1959	  	UPTON, TEXAS	  	283	  	187	  	
		
	DESCRIPTION:	  	 BLK D, D&W RY CO SURVEY
 SECTION 3: N/2
 SECTION 5: S/2
 LIMITED FROM SURFACE DOWN TO AND INCLUDING SPRABERRY FORMATION.

		
	TYPE:	  	FEE OIL & GAS
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2162-20	  	CRAWFORD WHEELER	  	HUMBLE OIL & REFINING CO.	  	MAY 27, 1959	  	UPTON, TEXAS	  	283	  	185	  	
		
	DESCRIPTION:	  	 BLK D, D&W RY CO SURVEY
 SECTION 3: N/2
 SECTION 5: S/2
 LIMITED FROM SURFACE DOWN TO AND INCLUDING SPRABERRY FORMATION.

		
	TYPE:	  	FEE OIL & GAS
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2162-21	  	LEO S CADE	  	RUTTER AND COMPANY, LTD	  	APRIL 22, 1959	  	UPTON, TEXAS	  	282	  	351	  	
		
	DESCRIPTION:	  	 BLK D, D&W RY CO SURVEY
 INSOFAR ONLY AS SAID LEASE COVERS
 SECTION 3: N/2
 SECTION 5: S/2
 LIMITED FROM SURFACE DOWN TO AND
INCLUDING SPRABERRY FORMATION.

		
	TYPE:	  	FEE OIL & GAS
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2162-22	  	ROY F MORGAN	  	RUTTER AND COMPANY, LTD	  	MAY 21, 1959	  	UPTON, TEXAS	  	283	  	139	  	
		
	DESCRIPTION:	  	 BLK D, D&W RY CO SURVEY
 SECTION 3: N/2
 SECTION 5: S/2
 LIMITED FROM SURFACE DOWN TO AND INCLUDING SPRABERRY FORMATION.

		
	TYPE:	  	FEE OIL & GAS
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2162-23	  	THOMAS ARTHUR SMITH	  	HUMBLE OIL & REFINING CO.	  	JUNE 3, 1959	  	UPTON, TEXAS	  	283	  	345	  	
		
	DESCRIPTION:	  	 BLK D, D&W RY CO SURVEY
 SECTION 3: N/2
 SECTION 5: S/2
 LIMITED FROM SURFACE DOWN TO AND INCLUDING SPRABERRY FORMATION.

		
	TYPE:	  	FEE OIL & GAS








															
	 COUNTY & STATE:
	  	UPTON, TEXAS	  		  		  		  		  		  	
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2162-24	  	R F BEAUCHAMP AND H B BROW	  	HUMBLE OIL & REFINING CO.	  	MAY 27, 1959	  	UPTON, TEXAS	  	283	  	343	  	
		
	DESCRIPTION:	  	 BLK D, D&W RY CO SURVEY
 SECTION 3: N/2
 SECTION 5: S/2
 LIMITED FROM SURFACE DOWN TO AND INCLUDING SPRABERRY FORMATION.

		
	TYPE:	  	FEE OIL & GAS
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2162-25	  	HELEN ZIEGLER	  	RUTTER AND COMPANY, LTD	  	APRIL 15, 1959	  	UPTON, TEXAS	  	282	  	1	  	
		
	DESCRIPTION:	  	 BLK D, D&W RY CO SURVEY
 SECTION 5: S/2
 LIMITED FROM SURFACE DOWN TO AND INCLUDING SPRABERRY
FORMATION.

		
	TYPE:	  	FEE OIL & GAS
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2162-26	  	J S WILEY	  	HUMBLE OIL & REFINING CO.	  	JUNE 3, 1959	  	UPTON, TEXAS	  	283	  	348	  	
		
	DESCRIPTION:	  	 BLK D, D&W RY CO SURVEY
 SECTION 5: S/2
 LIMITED FROM SURFACE DOWN TO AND INCLUDING SPRABERRY
FORMATION.

		
	TYPE:	  	FEE OIL & GAS
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2162-27	  	C G WILSON	  	HUMBLE OIL & REFINING CO.	  	JUNE 3, 1959	  	UPTON, TEXAS	  	283	  	354	  	
		
	DESCRIPTION:	  	 BLK D, D&W RY CO SURVEY
 SECTION 5: S/2
 LIMITED FROM SURFACE DOWN TO AND INCLUDING SPRABERRY
FORMATION.

		
	TYPE:	  	FEE OIL & GAS
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2162-28	  	THERESA GRYDER	  	HUMBLE OIL & REFINING CO.	  	JUNE 3, 1959	  	UPTON, TEXAS	  	283	  	351	  	
		
	DESCRIPTION:	  	 BLK D, D&W RY CO SURVEY
 SECTION 5: S/2
 LIMITED FROM SURFACE DOWN TO AND INCLUDING SPRABERRY
FORMATION.

		
	TYPE:	  	FEE OIL & GAS
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2162-29	  	RUSHING ELROY SMITH	  	HUMBLE OIL & REFINING CO.	  	JUNE 3, 1959	  	UPTON, TEXAS	  	284	  	34	  	
		
	DESCRIPTION:	  	 BLK D, D&W RY CO SURVEY
 SECTION 5: S/2
 LIMITED FROM SURFACE DOWN TO AND INCLUDING SPRABERRY
FORMATION.

		
	TYPE:	  	FEE OIL & GAS








															
	 COUNTY & STATE:
	  	UPTON, TEXAS	  		  		  		  		  		  	
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2162-30	  	ELLA M NEFF	  	RUTTER AND COMPANY, LTD	  	AUGUST 26, 1959	  	UPTON, TEXAS	  	289	  	29	  	
		
	DESCRIPTION:	  	 BLK D, D&W RY CO SURVEY
 SECTION 5: S/2
 LIMITED FROM SURFACE DOWN TO AND INCLUDING SPRABERRY
FORMATION.

		
	TYPE:	  	FEE OIL & GAS
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2162-31	  	TORCH OIL & GAS COMPANY FORMERLY FELMONT OIL CORP	  	RUTTER AND COMPANY, LTD	  	MAY 25, 1959	  	UPTON, TEXAS	  	283	  	129	  	
		
	DESCRIPTION:	  	 BLK D, D&W RY CO SURVEY
 SECTION 3: N/2
 LIMITED FROM SURFACE DOWN TO AND INCLUDING SPRABERRY
FORMATION.

		
	TYPE:	  	FEE OIL & GAS
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2162-32	  	WILLETS AND CRAIG, A PARTNERSHIP	  	RUTTER AND COMPANY, LTD	  	MAY 14, 1959	  	UPTON, TEXAS	  	285	  	1	  	
		
	DESCRIPTION:	  	 BLK D, D&W RY CO SURVEY
 SECTION 3: N/2
 LIMITED FROM SURFACE DOWN TO AND INCLUDING SPRABERRY
FORMATION.

		
	TYPE:	  	FEE OIL & GAS
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2162-33	  	LYNN ADAMS	  	RUTTER AND COMPANY, LTD	  	APRIL 16, 1959	  	UPTON, TEXAS	  	278	  	498	  	
		
	DESCRIPTION:	  	 BLK D, D&W RY CO SURVEY
 SECTION 5: S/2
 LIMITED FROM SURFACE DOWN TO AND INCLUDING SPRABERRY
FORMATION.

		
	TYPE:	  	FEE OIL & GAS








															
	 COUNTY & STATE:
	  	UPTON, TEXAS	  		  		  		  		  		  	
								
	 LEASE ID
	  	 LESSOR
	  	 LESSEE
	  	 DATED
	  	 INSTR COUNTY, STATE
	  	BOOK	  	PAGE	  	ENTRY
	42-2165-00	  	COMM OF GENERAL LAND OFFICE UNIVERSITY OF TEXAS SYSTEM	  	ANNA AGNES	  	JUNE 26, 1953	  	UPTON, TEXAS	  	22-B	  	351	  	
		
	DESCRIPTION:	  	 HE&WT RR CO, A-1537, BLK-N,
 SEC-18: SURVEY NO SF 15535, ANNA AGNES WELLS, UPTON CO., TX, CONTAINING 9.0 ACRES DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING AT THE SW/CORNEROF THE E/2 OF SEC.18, BLK N, HE&WT RR CO., FOR THE
NORTHWEST CORNER OF THIS SURVEY; THENCE WITH THE SOUTH LINE OF SAID SEC. 18, AND THE SOUTH LINE OF SEC. 19, BLK NNN, HE&WT RR CO,; NORTH 74 DEG. 50 MIN. 50 SEC. EAST 970.2 VARAS TO A POINT UNDER NORTH AND SOUTH FENCE; THENCE WITH FENCE SOUTH 14
DEG. 58 MIN. EAST 90.6 VARAS TO A POINT IN THE NORTH LINE OF SEC. 2; BLK O, EL&RR RR CO., AS PATENTED; THENCE WITH THE NORTH LINE OF SAID SEC. 2, AS PATENTED, SOUTH 74 DEG. 47 MIN. 15 SEC. WEST 19.0 VARAS TO A POINT IN THE EAST LINE OF SEC 3,
BLK O, EL&RR RR CO; THENCE WITH THE EAST LINE OF SAID SEC. 3, NORTH 14 DEG. 58 MIN. WEST 39 SEC. VARAS TO ITS NORTHEAST CORNER; THENCE WITH THE NORTH LINE OF SAID SEC. 3 SOUTH 74 DEG. 50 MIN. 50 SEC. WEST 950.4 VARAS TO THE SOUTHWEST CORNER OF
THIS SECTION; THENCE NORTH 14 DEG. 58 MIN. WEST 51.5 VARAS TO THE PLACE OF BEGINNING (PEMBROOK UNIT TRACT #42 - O.J. WEAVER).

		
	TYPE:	  	STATE








													
	 State: Texas
	  	County: GARZA	  	
							
	 Lease no
	  	 Lessor
	  	 Lessee
	  	Lease
date	  	Book	  	Page	  	Ref
	TX1147-001-00	  	S C STORIE ET AL	  	PHILIP R JOHNSON	  	03/03/54	  	23	  	386	  	1068








													
	 State: New Mexico
	  	County: LEA	  	
							
	 Lease no
	  	 Lessor
	  	 Lessee
	  	Lease
date	  	Book	  	Page	  	Ref
	NM6010-001-01	  	WRIGHTSMAN INVESTMENT COMPANY	  	LEWIS B BURLESON & JACK HUFF	  	01/18/67	  	251	  	879	  	
							
	NM6010-001-02	  	R B MITCHELL	  	LEWIS B BURLESON & JACK HUFF	  	01/31/67	  	253	  	315	  	
							
	NM6010-001-03	  	W B TRAMMELL	  	LEWIS B BURLESON & JACK HUFF	  	01/31/67	  	253	  	325	  	
							
	NM6010-001-04	  	JOHN E MCCONNELL JR ESTATE	  	LEWIS B BURLESON & JACK HUFF	  	02/03/67	  	253	  	331	  	
							
	NM6010-001-05	  	NELL EVANS	  	LEWIS B BURLESON & JACK HUFF	  	01/31/67	  	253	  	309	  	
							
	NM6010-001-06	  	ROSE P FELTMAN	  	LEWIS B BURLESON & JACK HUFF	  	01/27/67	  	253	  	387	  	
							
	NM6010-001-07	  	CATHERINE A SHERIDAN	  	LEWIS B BURLESON & JACK HUFF	  	01/31/67	  	253	  	321	  	
							
	NM6010-001-08	  	ROBERT C EBLE	  	LEWIS B BURLESON & JACK HUFF	  	01/26/67	  	253	  	279	  	
							
	NM6010-001-09	  	DICKRAN M SARKISIAN ESTATE	  	LEWIS B BURLESON & JACK HUFF	  	01/31/67	  	253	  	319	  	
							
	NM6010-001-10	  	HARRY L JONES ET AL	  	LEWIS B BURLESON & JACK HUFF	  	01/27/67	  	253	  	297	  	
							
	NM6010-001-11	  	E M EDWARDS COMPANY	  	LEWIS B BURLESON & JACK HUFF	  	01/27/67	  	253	  	285	  	
							
	NM6010-001-12	  	JOSEPHINE RADUE	  	LEWIS B BURLESON & JACK HUFF	  	01/30/67	  	253	  	299	  	
							
	NM6010-001-13	  	MRS HYLAH G SULLIVAN	  	LEWIS B BURLESON & JACK HUFF	  	01/30/67	  	253	  	307	  	
							
	NM6010-001-14	  	EDWARD MITCHELL EDWARDS	  	LEWIS B BURLESON & JACK HUFF	  	01/27/67	  	253	  	283	  	
							
	NM6010-001-15	  	PRESIDENT & DIRECTORS OF MANHATTAN COMPANY	  	LEWIS B BURLESON & JACK HUFF	  	02/03/67	  	254	  	077	  	
							
	NM6010-001-16	  	ELLIS RUDY ET UX	  	LEWIS B BURLESON & JACK HUFF	  	04/01/67	  	257	  	020	  	
							
	NM6010-001-17	  	ROBERT G BRADSHAW	  	LEWIS B BURLESON & JACK HUFF	  	01/26/67	  	253	  	273	  	
							
	NM6010-001-18	  	HOWARD W BRADSHAW	  	LEWIS B BURLESON & JACK HUFF	  	01/26/67	  	253	  	271	  	
							
	NM6010-001-19	  	J FRANKLIN ZOUCK	  	LEWIS B BURLESON & JACK HUFF	  	01/31/67	  	253	  	327	  	
							
	NM6010-001-20	  	DELIA B EDWARDS	  	LEWIS B BURLESON & JACK HUFF	  	01/27/67	  	253	  	281	  	
							
	NM6010-001-21	  	ANNA GEBHART	  	LEWIS B BURLESON & JACK HUFF	  	01/31/67	  	253	  	311	  	
							
	NM6010-001-22	  	NORMARTH CORPORATION	  	LEWIS B BURLESON & JACK HUFF	  	02/03/67	  	253	  	333	  	
							
	NM6010-001-23	  	DAVID COHEN	  	LEWIS B BURLESON & JACK HUFF	  	01/26/67	  	253	  	277	  	
							
	NM6010-001-24	  	JOHN L BRADY	  	LEWIS B BURLESON & JACK HUFF	  	01/26/67	  	253	  	275	  	








													
	 State: New Mexico
	  	County: LEA	  	
							
	 Lease no
	  	 Lessor
	  	 Lessee
	  	Lease
date	  	Book	  	Page	  	Ref
	NM6010-001-25	  	GORDON G BERG	  	LEWIS B BURLESON & JACK HUFF	  	01/26/67	  	253	  	269	  	
							
	NM6010-001-26	  	ELLA MATTIMORE	  	LEWIS B BURLESON & JACK HUFF	  	01/31/67	  	253	  	313	  	
							
	NM6010-001-27	  	NORMA SANDERS	  	LEWIS B BURLESON & JACK HUFF	  	01/31/67	  	253	  	317	  	
							
	NM6010-001-28	  	ANDREW M TAYLOR	  	LEWIS B BURLESON & JACK HUFF	  	01/31/67	  	253	  	323	  	
							
	NM6010-001-29	  	JOSEPH H KNAPP ESTATE	  	LEWIS B BURLESON & JACK HUFF	  	02/03/67	  	253	  	330	  	
							
	NM6010-001-30	  	CHARLES T GALLAHER II	  	LEWIS B BURLESON & JACK HUFF	  	01/27/67	  	253	  	291	  	
							
	NM6010-001-31	  	JOSEPH WESLEY GALLAHER II	  	LEWIS B BURLESON & JACK HUFF	  	01/27/67	  	253	  	293	  	
							
	NM6010-001-32	  	CARRIE GIDWITZ	  	LEWIS B BURLESON & JACK HUFF	  	01/27/67	  	253	  	295	  	
							
	NM6010-001-33	  	ROBERT R MCKEE	  	LEWIS B BURLESON & JACK HUFF	  	01/30/67	  	253	  	299	  	
							
	NM6010-002-00	  	EDITH DAVIS FANNING & GEO A FANNING	  	GYPSY OIL COMPANY	  	09/27/33	  	024	  	519	  	
							
	NM6010-003-01	  	EDITH D FANNING	  	LEWIS B BURLESON & JACK HUFF	  	09/19/67	  	253	  	832	  	
							
	NM6010-003-02	  	W A YEAGER ET AL	  	LEWIS B BURLESON & JACK HUFF	  	09/19/67	  	253	  	835	  	








													
	 State: Texas
	  	County: CROCKETT	  	
							
	 Lease no
	  	 Lessor
	  	 Lessee
	  	Lease
date	  	Book	  	Page	  	Ref
	M-TX1502-001-01	  	ALBAH CORPORATION (MINERALS NOW OWNED BY PETROHAWK)	  	SINCLAIR OIL & GAS COMPANY	  	03/23/55	  	143	  	320	  	
							
	TX1502-001-01	  	SOUTHLAND ROYALTY COMPANY ET AL	  	STANOLIND OIL AND GAS COMPANY	  	10/15/36	  	594	  	193	  	DOC # 133666
		  		  		  		  	64	  	349	  	
		  		  		  		  	64	  	349	  	OIL & GAS
							
	TX1502-002-01	  	SOUTHLAND ROYALTY COMPANY	  	CONTINENTAL OIL COMPANY	  	10/15/36	  	594	  	193	  	133666
		  		  		  		  	64	  	483	  	
		  		  		  		  	64	  	483	  	17145
							
	TX1502-002-02	  	SALTMOUNT OIL COMPANY	  	CONOCO INC ET AL	  	10/15/36	  	64	  	497	  	
		  		  		  		  	594	  	193	  	133666








															
	 State: New Mexico
	  	County: LEA	  		  	
								
	 Lease no
	  	 Lessor
	  	 Lessee
	  	Lease
date	  	Book	  	Page	  	Ref	  	 Legal desc

	NM6011-001-00	  	BLM NMNM-101114	  	DANIEL E GONZALES	  	09/01/98	  	911	  	123	  		  	80.000 ACRES, MORE OR LESS, BEING THE W/2 SW/4 SECTION 9: T19S-R33E, LEA COUNTY, NM LIMITED FROM THE SURFACE DOWN TO THE TOP OF THE STRAWN FORMATION FOUND AT 12,088’ IN THE
KUDU FEDERAL COM #9-1 WELL
								
	NM6011-002-00	  	BLM NMNM-016357	  	DOROTHY LANGLEY	  	08/01/72	  		  		  	NO RECORDING	  	240.000 ACRES, MORE OR LESS, BEING THE E/2 SW/4 & THE SE/4 OF SECTION 9: T19S-R33E, LEA COUNTY, NM LIMITED FROM THE SURFACE DOWN TO THE TOP OF THE STRAWN FORMATION FOUND AT
12,088’ IN THE KUDU FEDERAL COM #9-1 WELL, SAVE AND EXCEPT THE LANGLEY A FEDERAL








													
	 State: Texas
	  	County: ECTOR	  	
							
	 Lease no
	  	 Lessor
	  	 Lessee
	  	Lease
date	  	Book	  	Page	  	Ref
	M-TX1104-001-00	  	GEORGE C FRASER ET AL	  	THE TXL OIL CORPORATION	  	12/10/54	  	226	  	52	  	
		  		  		  		  	408	  	29	  	
							
	M-TX1104-002-00	  	GEORGE C FRASER ET AL	  	CITIES SERVICE OIL COMPANY ET AL	  	04/06/44	  	226	  	52	  	
		  		  		  		  	408	  	29	  	
							
	M-TX1104-003-00	  	GEORGE C FRASER ET AL	  	THE ATLANTIC REFINING COMPANY	  	09/01/42	  	226	  	52	  	
		  		  		  		  	408	  	29	  	
							
	M-TX1104-004-00	  	GEORGE C FRASER ET AL	  	SHELL OIL COMPANY	  	08/20/43	  	226	  	52	  	
		  		  		  		  	408	  	29	  	
							
	M-TX1104-005-00	  	GEORGE C FRASER ET AL	  	SHELL OIL COMPANY	  	08/20/43	  	226	  	52	  	
		  		  		  		  	408	  	29	  	
							
	M-TX1104-006-00	  	GEORGE C FRASER ET AL	  	J C BARNES	  	03/24/44	  	226	  	52	  	
		  		  		  		  	408	  	29	  	
							
	M-TX1104-007-00	  	GEORGE C FRASER ET AL	  	CITIES SERVICE OIL COMPANY ET AL	  	04/06/44	  	226	  	52	  	
		  		  		  		  	408	  	29	  	
							
	M-TX1104-008-00	  	GEORGE C FRASER ET AL	  	AMERADA PETROLEUM CORPORATION	  	09/20/43	  	226	  	52	  	
		  		  		  		  	408	  	29	  	
							
	M-TX1104-009-00	  	GEORGE C FRASER ET AL	  	MID-CONTINENT PETROLEUM CORPORATION	  	10/06/41	  	226	  	52	  	
		  		  		  		  	408	  	29	  	
							
	M-TX1104-010-00	  	GEORGE C FRASER ET AL	  	PHILLIPS PETROLEUM COMPANY	  	10/16/44	  	226	  	52	  	
		  		  		  		  	408	  	29	  	
							
	M-TX1104-011-00	  	GEORGE C FRASER ET AL	  	SHELL OIL COMPANY, INCORPORATED	  	11/10/41	  	226	  	52	  	
		  		  		  		  	408	  	29	  	
							
	M-TX1104-012-00	  	GEORGE C FRASER ET AL	  	T R PARKER	  	12/12/41	  	226	  	52	  	
		  		  		  		  	408	  	29	  	
							
	M-TX1104-013-00	  	GEORGE C FRASER ET AL	  	MID-CONTINENT PETROLEUM CORPORATION	  	04/25/41	  	226	  	52	  	
		  		  		  		  	408	  	29	  	
							
	M-TX1104-014-00	  	GEORGE C FRASER ET AL	  	PHILLIPS PETROLEUM COMPANY	  	10/20/44	  	226	  	52	  	
		  		  		  		  	408	  	29	  	
							
	M-TX1104-015-00	  	GEORGE C FRASER ET AL	  	ROWAN DRILLING COMPANY	  	12/04/39	  	226	  	52	  	
		  		  		  		  	408	  	29	  	
							
	M-TX1104-016-00	  	GEORGE C FRASER ET AL	  	THE ATLANTIC REFINING COMPANY	  	04/14/42	  	226	  	52	  	
		  		  		  		  	408	  	29	  	
							
	M-TX1104-017-00	  	GEORGE C FRASER ET AL	  	PHILLIPS PETROLEUM COMPANY	  	04/06/45	  	226	  	52	  	








													
	 State: Texas
	  	County: ECTOR	  	
							
	 Lease no
	  	 Lessor
	  	 Lessee
	  	Lease
date	  	Book	  	Page	  	Ref
	M-TX1104-018-00	  	GEORGE C FRASER ET AL	  	PHILLIPS PETROLEUM COMPANY	  	10/20/44	  	226	  	52	  	
		  		  		  		  	408	  	29	  	
							
	M-TX1104-020-00	  	GEORGE C FRASER ET AL	  	THE ATLANTIC REFINING COMPANY	  	09/09/42	  	226	  	52	  	
		  		  		  		  	408	  	29	  	
							
	M-TX1104-021-00	  	GEORGE C FRASER ET AL	  	RUSSELL C CONKLING	  	04/08/42	  	226	  	52	  	
		  		  		  		  	408	  	29	  	
							
	M-TX1104-022-00	  	GEORGE C FRASER ET AL	  	MID-CONTINENT PETROLEUM CORPORATION	  	04/25/41	  	226	  	52	  	
		  		  		  		  	408	  	29	  	
							
	M-TX1104-023-00	  	GEORGE C FRASER ET AL	  	J C BARNES	  	04/08/42	  	226	  	52	  	
		  		  		  		  	408	  	29	  	
							
	M-TX1104-024-01	  	A.E. THOMAS, EXC. OF ESTATE OF E.R. THOMAS	  	SHELL PETROLEUM CORPORATION	  	08/20/36	  	46	  	45-47	  	
		  	ALMA THOMAS, IND. AND AS EXEC. OF ESTATE OF E.R. THOMAS	  		  		  		  		  	
							
	M-TX1104-025-01	  	A.E. THOMAS, EXC. OF ESTATE OF E.R. THOMAS	  	OIL STATES EXPLORATION COMPANY	  	05/07/37	  	49	  	179-180	  	
		  	ALMA THOMAS, IND. AND AS EXEC. OF ESTATE OF E.R. THOMAS	  		  		  		  		  	
		  	J. LOUIS THOMAS	  		  		  		  		  	
		  	THALBERT R. THOMAS	  		  		  		  		  	
							
	M-TX1104-027-01	  	A.E. THOMAS, EXC. OF ESTATE OF E.R. THOMAS	  	PRARIE OIL & GAS COMPANY	  	03/12/27	  	23	  	109-111	  	
		  	ALMA THOMAS, IND. AND AS EXEC. OF ESTATE OF E.R. THOMAS	  		  		  		  		  	
							
	M-TX1104-027-02	  	A.E. THOMAS, EXC. OF ESTATE OF E.R. THOMAS	  	RUSSELL C. CONKLING	  	04/08/39	  	58	  	215-217	  	
		  	ALMA THOMAS, IND. AND AS EXEC. OF ESTATE OF E.R. THOMAS	  		  		  		  		  	
		  	J. LOUIS THOMAS	  		  		  		  		  	
		  	THALBERT R. THOMAS	  		  		  		  		  	
							
	M-TX1104-028-01	  	A.E. THOMAS, EXC. OF ESTATE OF E.R. THOMAS	  	H.B. COLCORD	  	11/06/37	  	53	  	135-137	  	
		  	ALMA THOMAS, IND. AND AS EXEC. OF ESTATE OF E.R. THOMAS	  		  		  		  		  	
		  	J. LOUIS THOMAS	  		  		  		  		  	
		  	THALBERT R. THOMAS	  		  		  		  		  	
							
	M-TX1104-031-01	  	A.E. THOMAS, EXC. OF ESTATE OF E.R.	  	THE SUPERIOR OIL COMPANY	  	12/14/36	  	49	  	112-114	  	








													
	 State: Texas
	  	County: ECTOR	  	
							
	 Lease no
	  	 Lessor
	  	 Lessee
	  	Lease
date	  	Book	  	Page	  	Ref
		  		  		  		  	408	  	29	  	
							
		  	THOMAS	  		  		  		  		  	
		  	ALMA THOMAS, IND. AND AS EXEC. OF	  		  		  		  		  	
		  	ESTATE OF E.R. THOMAS	  		  		  		  		  	
		  	J. LOUIS THOMAS	  		  		  		  		  	
		  	THALBERT R. THOMAS	  		  		  		  		  	
		  	LELA HUMBLE THOMAS	  		  		  		  		  	
							
	TX1104-001-00	  	A E THOMAS ET AL	  	THE TEXAS COMPANY	  	11/26/38	  	56	  	329	  	
							
	TX1104-002-00	  	J E PARKER ET UX	  	R A MAY	  	04/09/37	  	56	  	593	  	
							
	TX1104-003-00	  	GEORGE C FRASER ET AL	  	SKELLY OIL COMPANY	  	04/03/40	  	63	  	420	  	
							
	TX1104-004-00	  	J E PARKER ET UX	  	THE TEXAS COMPANY	  	06/18/41	  	69	  	513	  	
							
	TX1104-005-00	  	J D SLATOR JR ET AL	  	J D BODKINS	  	06/24/41	  	69	  	256	  	
							
	TX1104-006-00	  	J D SLATOR JR ET AL	  	J D BODKINS	  	08/05/41	  	70	  	11	  	








															
	 State: New Mexico
	  	County: LEA	  		  	
								
	 Lease no
	  	 Lessor
	  	 Lessee
	  	Lease
date	  	Book	  	Page	  	Ref	  	 Legal desc

	NM6103-001-00	  	ST OF NM A0-1320	  	HUMBLE OIL & REFINING CO	  	11/22/28	  		  		  	NO RECORDING	  	160.000 ACRES, MORE OR LESS, BEING THE SE/4 OF SECTION 31: T16S-R35E LEA COUNTY, NM FROM SURFACE TO 12,850’ (ATOKA-MORROW)
								
	NM6103-002-00	  	ST OF NM V0-3836	  	BTA OIL PRODUCERS	  	09/01/91	  		  		  	NO RECORDING	  	160.000 ACRES, MORE OR LESS, BEING THE SE/4 OF SECTION 31: T16S-R35E LEA COUNTY, NM FROM SURFACE TO 12,850’ (ATOKA-MORROW)








															
	 State: New Mexico
	  	County: EDDY	  		  	
								
	 Lease no
	  	 Lessor
	  	 Lessee
	  	Lease
date	  	Book	  	Page	  	Ref	  	 Legal desc

	NM6013-001-00	  	BLM ROW NM-82199	  	FINA OIL AND CHEMICAL COMPANY	  	02/15/90	  		  		  	NO RECORDING	  	T18S-R29E SEC. 35: LOT 2, NWSE; CONTAINING A TOTAL LENGTH OF 0.265 MILES, EDDY, NM.








																	
	 Lessor
	  	 Lessee
	  	Prospect name	  	St	  	County
name	  	Lease date	  	Rec
book	  	Rec
page	  	Ref
	UNION PACIFIC OIL AND GAS	  	COLLINS & WARE INC	  	VERMEJO E	  	TX	  	WARD	  	1/1/1999	  	676	  	239	  	
	DAVIS BROS, L.L.C.	  	PLATINUM EXPLORATION INC	  	VERMEJO E	  	TX	  	WARD	  	12/15/1998	  	676	  	19	  	








													
	 State: Texas
	  	County: CRANE	  	
							
	 Lease no
	  	 Lessor
	  	 Lessee
	  	Lease
date	  	Book	  	Page	  	Ref
	M-TX1100-001-01	  	LUCILLE P MARKEY CHARITABLE TRUST	  	TORCH ENERGY ADVISORS INCORPORATED	  	09/01/92	  		  	211	  	57256
		  	(MINERALS NOW OWNED BY PETROHAWK)	  		  		  		  		  	
							
	M-TX1100-001-02	  	WARREN WRIGHT, DECEASED	  	GULF OIL CORPORATION	  	07/14/75	  	241	  	776	  	29261
		  	(MINERALS NOW OWNED BY PETROHAWK)	  		  		  	241	  	776	  	92961
							
	M-TX1100-001-03	  	WARREN WRIGHT, DECEASED	  	GULF OIL CORPORATION	  	07/14/75	  	241	  	769	  	29260
		  	(MINERALS NOW OWNED BY PETROHAWK)	  		  		  	241	  	769	  	92960
							
	M-TX1100-001-04	  	LOUISE Y BROWNE ESTATE	  	GULF OIL CORPORATION	  	07/14/75	  	247	  	486	  	30681
		  	(MINERALS NOW OWNED BY PETROHAWK)	  		  		  		  		  	
							
	M-TX1100-001-05	  	DOROTHY BRADFORD SHAPLEIGH	  	GULF OIL CORPORATION	  	07/14/75	  	247	  	483	  	30680
		  	(MINERALS NOW OWNED BY PETROHAWK)	  		  		  		  		  	
							
	M-TX1100-001-06	  	PRICILLA BRADFORD HOLLAND	  	GULF OIL CORPORATION	  	07/14/75	  	247	  	480	  	30679
		  	(MINERALS NOW OWNED BY PETROHAWK)	  		  		  		  		  	
							
	M-TX1100-001-07	  	L RANDOLPH MASON	  	GULF OIL CORPORATION	  	07/14/75	  	247	  	496	  	30684
		  	(MINERALS NOW OWNED BY PETROHAWK)	  		  		  		  		  	
							
	M-TX1100-001-08	  	SOPHY MASON BURNAM	  	GULF OIL CORPORATION	  	07/14/75	  	247	  	493	  	30683
		  	(MINERALS NOW OWNED BY PETROHAWK)	  		  		  		  		  	
							
	M-TX1100-001-09	  	PAULINE A MCLEOD	  	GULF OIL CORPORATION	  	07/14/75	  	247	  	490	  	30682
		  	(MINERALS NOW OWNED BY PETROHAWK)	  		  		  		  		  	
							
	M-TX1100-001-10	  	THE REMBRANDT CORPORATION	  	GULF OIL CORPORATION	  	07/14/75	  	247	  	473	  	30677
		  	(MINERALS NOW OWNED BY PETROHAWK)	  		  		  		  		  	
							
	M-TX1100-001-11	  	JEAN FERRY ESTATE	  	GULF OIL CORPORATION	  	07/14/75	  	247	  	476	  	30678
		  	(MINERALS NOW OWNED BY PETROHAWK)	  		  		  		  		  	
							
	M-TX1100-001-12	  	ROYALTY ROUNDUP INC ET AL	  	GULF OIL CORPORATION	  	08/01/70	  	220	  	384	  	24712
		  	(MINERALS NOW OWNED BY PETROHAWK)	  		  		  		  		  	
							
	M-TX1100-001-13	  	JACK STIEREN ESTATE	  	GULF OIL CORPORATION	  	08/07/70	  	220	  	379	  	24711
		  	(MINERALS NOW OWNED BY PETROHAWK)	  		  		  		  		  	
							
	TX1100-001-01	  	ALICE BAKER JONES	  	GULF OIL CORPORATION	  	12/15/75	  	247	  	307	  	
							
	TX1100-001-02	  	EMILY DAVIS COATES	  	GULF OIL CORPORATION	  	03/01/76	  	247	  	648	  	
							
	TX1100-001-03	  	ELIZABETH BRADLEY HUBBARD	  	GULF OIL CORPORATION	  	12/16/75	  	247	  	310	  	
							
	TX1100-001-04	  	HOMER L BRUCE JR & CAROLINE B VANDERHOEF	  	GULF OIL CORPORATION	  	07/15/75	  		  		  	30515
							
	TX1100-001-05	  	THAD T HUTCHESON ET AL	  	GULF OIL CORPORATION	  	12/10/75	  		  		  	30516








													
	 State: Texas
	  	County: CRANE	  	
							
	 Lease no
	  	 Lessor
	  	 Lessee
	  	Lease
date	  	Book	  	Page	  	Ref
	TX1100-001-06	  	HELGA K SHEPHERD	  	GULF OIL CORPORATION	  	12/21/75	  	247	  	222	  	
							
	TX1100-001-07	  	SARAH SCURRY	  	GULF OIL CORPORATION	  	12/18/75	  	247	  	226	  	
							
	TX1100-001-08	  	H MALCOLM LOVETT	  	GULF OIL CORPORATION	  	12/15/76	  	247	  	220	  	
							
	TX1100-001-09	  	NICHOLAS WHARTON VAUGHAN	  	GULF OIL CORPORATION	  	08/04/76	  	249	  	375	  	
							
	TX1100-001-10	  	EDNA FEAGIN FOREMAN	  	GULF OIL CORPORATION	  	07/12/76	  	249	  	162	  	
							
	TX1100-001-11	  	MARK EDWIN ANDREWS	  	GULF OIL CORPORATION	  	04/19/76	  	248	  	351	  	
							
	TX1100-001-12	  	GRAEME BAKER VICKERY TRUST	  	GULF OIL CORPORATION	  	03/08/76	  	247	  	701	  	
							
	TX1100-001-13	  	LOVETT BAKER TRUST	  	GULF OIL CORPORATION	  	03/08/76	  	247	  	698	  	
							
	TX1100-001-14	  	W BROWNE BAKER JR TRUST	  	GULF OIL CORPORATION	  	03/08/76	  	247	  	704	  	
							
	TX1100-001-15	  	BRADY MARSHALL COLE	  	GULF OIL CORPORATION	  	01/06/76	  	248	  	774	  	
							
	TX1100-001-16	  	CLARENCE WHARTON COLE	  	GULF OIL CORPORATION	  	01/06/76	  	248	  	777	  	
							
	TX1100-001-17	  	RICHARD ROSSER COLE	  	GULF OIL CORPORATION	  	06/21/76	  	248	  	783	  	
							
	TX1100-001-18	  	FRANK W BRADLEY	  	GULF OIL CORPORATION	  	03/01/76	  	248	  	83	  	
							
	TX1100-001-19	  	WALTER BRADLEY ESTATE	  	GULF OIL CORPORATION	  	03/01/76	  	248	  	80	  	
							
	TX1100-001-20	  	ANN M COLE	  	GULF OIL CORPORATION	  	01/06/76	  	248	  	780	  	
							
	TX1100-001-21	  	LAVONE D ANDREWS GRANTOR TRUST	  	STEVEN H GENDLER	  	03/15/99	  	406	  	143	  	76989
							
	TX1100-001-22	  	BEN BRANDON STONE	  	GULF OIL CORPORATION	  	07/14/25	  	10	  	397	  	204005
		  		  		  		  	237	  	312	  	27850
							
	TX1100-001-23	  	B L AGERTON ESTATE	  	GULF OIL CORPORATION	  	07/14/25	  	10	  	397	  	204005
		  		  		  		  	237	  	307	  	27849
							
	TX1100-001-24	  	DOROTHY BRYAN GALBREATH	  	GULF OIL CORPORATION	  	07/14/25	  	10	  	397	  	204005
		  		  		  		  	237	  	740	  	27991
							
	TX1100-001-25	  	RUTH DAGGETT	  	GULF OIL CORPORATION	  	07/14/25	  	10	  	397	  	204005
		  		  		  		  	237	  	322	  	27852
							
	TX1100-001-26	  	GEORGIA LEE	  	GULF OIL CORPORATION	  	07/14/25	  	10	  	397	  	204005
		  		  		  		  	237	  	317	  	27851
							
	TX1100-001-27	  	ALONZO MONK BRYAN	  	GULF OIL CORPORATION	  	01/27/81	  	266	  	407	  	36707








													
	 State: Texas
	  	County: CRANE	  	
							
	 Lease no
	  	 Lessor
	  	 Lessee
	  	Lease
date	  	Book	  	Page	  	Ref
	TX1100-001-28	  	MARY ALICE WADE ESTATE	  	GULF OIL CORPORATION	  	11/21/80	  	265	  	559	  	36460
							
	TX1100-001-29	  	GEORGIA LEE	  	GULF OIL CORPORATION	  	09/23/80	  	264	  	741	  	36217
							
	TX1100-001-30	  	RUTH DAGGETT	  	GULF OIL CORPORATION	  	09/22/80	  	264	  	372	  	36125
							
	TX1100-001-31	  	FORT WORTH NATIONAL BANK TRUSTEE	  	GULF OIL CORPORATION	  	02/26/80	  	263	  	436	  	35872
							
	TX1100-001-32	  	JOHNNY BRYAN WALKER ET AL	  	GULF OIL CORPORATION	  	10/07/76	  	250	  	180	  	31534








													
	 State: Texas
	  	County: Val Verde	  	
							
	 Lease no
	  	 Lessor
	  	 Lessee
	  	Lease
date	  	Book	  	Page	  	Ref
	TX1493-001-00	  	MILLS MINERAL TRUST	  	JOHN E HANSEN	  	07/28/67	  	193	  	181-188	  	








																	
	Lessor	  	 Lessee
	  	 Prospect name
	  	St	  	County
name	  	Lease date	  	Rec
book	  	Rec
page	  	Ref
	R L YORK COMPANY	  	L W STIEREN	  	YORK	  	TX	  	ECTOR	  	9/28/2025	  	18	  	631	  	








																	
	 Lessor
	  	 Lessee
	  	 Prospect name
	  	St	  	County
name	  	Lease date	  	Rec
book	  	Rec
page	  	Ref
	BROWN ROYALTIES	  	HUMBLE REFINING COMPANY	  	YUCCA BUTTE	  	TX	  	PECOS	  	5/3/1951	  	181	  	195	  	
	J. E. SMITH, ET UX, BERTHA N. SMITH, ET AL	  	HUMBLE REFINING COMPANY	  	YUCCA BUTTE	  	TX	  	PECOS	  	12/22/1958	  	258	  	279	  	







 SCHEDULE 7.05 
 LITIGATION 
 None. 
  

 Schedule 7.05 - 1 







 SCHEDULE 7.14 
 SUBSIDIARIES AND PARTNERSHIPS; UNRESTRICTED SUBSIDIARIES 
  

									
	 Subsidiaries
	  	Jurisdiction of
Organization	  	Organizational
Identification
Number	  	 Taxpayer
 Identification
 Number
	  	 Principal Place of
Business
and Chief Executive
Office

	Bison Ranch LLC	  	Idaho	  	W-55188	  	86-0876964	  	 1000 Louisiana
 Suite 5600
 Houston, TX 77002

	Hawk Field Services, LLC	  	Oklahoma	  	3500620355	  	86-0876964	  	 1000 Louisiana
 Suite
5600
 Houston, TX 77002

	HK Energy Marketing, LLC	  	Delaware	  	4618598	  	86-0876964	  	 1000 Louisiana
 Suite
5600
 Houston, TX 77002

	HK Transportation, LLC	  	Oklahoma	  	3512133820	  	86-0876964	  	 1000 Louisiana
 Suite
5600
 Houston, TX 77002

	KCS Energy Services, Inc.	  	Delaware	  	2666373	  	76-0516389	  	 1000 Louisiana
 Suite
5600
 Houston, TX 77002

	KCS Resources, LLC	  	Delaware	  	2353570	  	 86-0876964
  
 76-0413320
 KCS Resources,
Inc. ID # may be used for certain state regulatory filing
	  	 1000 Louisiana
 Suite
5600
 Houston, TX 77002

	Medallion California Properties Company	  	Texas	  	109992200	  	76-0267470	  	 1000 Louisiana
 Suite
5600
 Houston, TX 77002

	One TEC Operating, LLC	  	Texas	  	800274901	  	86-0876964	  	 1000 Louisiana
 Suite
5600
 Houston, TX 77002

	One TEC, LLC	  	Texas	  	800156535	  	86-0876964	  	 1000 Louisiana
 Suite
5600
 Houston, TX 77002

	Petrohawk Holdings, LLC	  	Delaware	  	3990561	  	20-3066517	  	 1000 Louisiana
 Suite
5600
 Houston, TX 77002

	Petrohawk Operating Company	  	Texas	  	01262202-00	  	75-2472880	  	 1000 Louisiana
 Suite
5600
 Houston, TX 77002

	Petrohawk Properties, LP	  	Texas	  	9759210	  	86-0876964	  	 1000 Louisiana
 Suite
5600
 Houston, TX 77002


  

 Schedule 7.14 - 1 








									
	 Subsidiaries
	  	Jurisdiction of
Organization	  	Organizational
Identification
Number	  	 Taxpayer
 Identification
 Number
	  	Principal Place of
Business
and Chief Executive
Office
	P-H Energy, LLC	  	Texas	  	800414887	  	86-0876964	  	1000 Louisiana
 Suite 5600
 Houston, TX 77002

	Proliq, Inc.	  	New Jersey	  	9081403000	  	22-1516527	  	1000 Louisiana
 Suite 5600
 Houston, TX 77002

	Winwell Resources, L.L.C.	  	Louisiana	  	34473413K	  	 86-0876964
  
 72-1277420
 Winwell Resources, Inc.
ID# may be used for certain state regulatory filing
	  	1000 Louisiana
 Suite 5600
 Houston, TX 77002

	WSF, Inc.	  	Louisiana	  	34357779D	  	72-1169871	  	1000 Louisiana
 Suite 5600
 Houston, TX 77002


  

 Schedule 7.14 - 2 







 SCHEDULE 7.18 
 GAS IMBALANCES 
 As of June 30, 2009 the net overproduced balance
was 606,590 Mcfe. 
  

 Schedule 7.18 - 1 







 SCHEDULE 7.19 
 MARKETING CONTRACTS 
 None. 
  

 Schedule 7.19 - 1 







 SCHEDULE 7.20 
 SWAP AGREEMENTS 
 Schedule 7.2 
 Petrohawk Energy Corporation 
 Open
Positions Summary 
  

																									
	 Natural Gas Contracts
	  	 	  	Data in Btu	  	 	  	 	  	 	 
	 Counterparty
	  	Type	  	Total
Mmbtu's	  	Basis
Differential	  	Fixed
Price	  	Collar
Floor	  	Collar
Ceiling	  	Start
Month	  	Last
Month	  	9/30/2009
MTM	 
	 Bank of America
	  	Collar	  	920,000	  	$	—	  	$	—	  	$	7.00	  	$	11.67	  	Oct-09	  	Dec-09	  	$	2,035,499	  
	 Bank of America
	  	Collar	  	920,000	  	$	—	  	$	—	  	$	7.50	  	$	10.55	  	Oct-09	  	Dec-09	  	 	2,475,293	  
	 BNP Paribas
	  	Collar	  	1,840,000	  	$	—	  	$	—	  	$	7.50	  	$	10.50	  	Oct-09	  	Dec-09	  	 	4,950,507	  
	 BNP Paribas
	  	Collar	  	920,000	  	$	—	  	$	—	  	$	7.00	  	$	11.60	  	Oct-09	  	Dec-09	  	 	2,035,487	  
	 Bank of Montreal
	  	Collar	  	1,840,000	  	$	—	  	$	—	  	$	7.25	  	$	11.10	  	Oct-09	  	Dec-09	  	 	4,508,260	  
	 Bank of Montreal
	  	Collar	  	920,000	  	$	—	  	$	—	  	$	7.50	  	$	10.55	  	Oct-09	  	Dec-09	  	 	2,475,293	  
	 Bank of Montreal
	  	Collar	  	1,840,000	  	$	—	  	$	—	  	$	7.25	  	$	11.05	  	Oct-09	  	Dec-09	  	 	4,508,224	  
	 Bank of Montreal
	  	Collar	  	920,000	  	$	—	  	$	—	  	$	7.50	  	$	10.73	  	Oct-09	  	Dec-09	  	 	2,475,411	  
	 Bank of Oklahoma
	  	Collar	  	920,000	  	$	—	  	$	—	  	$	7.50	  	$	10.55	  	Oct-09	  	Dec-09	  	 	2,474,563	  
	 BNP Paribas
	  	Collar	  	920,000	  	$	—	  	$	—	  	$	9.00	  	$	16.35	  	Oct-09	  	Dec-09	  	 	3,836,570	  
	 Bank of Montreal
	  	Collar	  	920,000	  	$	—	  	$	—	  	$	9.00	  	$	16.45	  	Oct-09	  	Dec-09	  	 	3,836,570	  
	 JP Morgan
	  	Collar	  	920,000	  	$	—	  	$	—	  	$	7.50	  	$	10.71	  	Oct-09	  	Dec-09	  	 	2,475,400	  
	 JP Morgan
	  	Collar	  	920,000	  	$	—	  	$	—	  	$	4.50	  	$	6.69	  	Oct-09	  	Dec-09	  	 	194,721	  
	 Citibank, NA
	  	Collar	  	920,000	  	$	—	  	$	—	  	$	8.50	  	$	15.60	  	Jan-09	  	Dec-09	  	 	3,379,892	  
	 JP Morgan
	  	Collar	  	920,000	  	$	—	  	$	—	  	$	8.50	  	$	15.65	  	Jan-09	  	Dec-09	  	 	3,379,892	  
	 Wells Fargo
	  	Collar	  	920,000	  	$	—	  	$	—	  	$	8.50	  	$	15.93	  	Jan-09	  	Dec-09	  	 	3,459,251	  
	 Wells Fargo
	  	Collar	  	920,000	  	$	—	  	$	—	  	$	8.50	  	$	16.12	  	Jan-09	  	Dec-09	  	 	3,379,893	  
	 BNP Paribas
	  	Price Swap	  	460,000	  	$	—	  	$	8.43	  	$	—	  	$	—	  	Jan-09	  	Dec-09	  	 	1,693,552	  
	 Bank of Montreal
	  	Basis Swap	  	920,000	  	$	0.33	  	$	—	  	$	—	  	$	—	  	Jan-09	  	Dec-09	  	 	(185,632	) 
	 Calyon
	  	Basis Swap	  	920,000	  	$	0.34	  	$	—	  	$	—	  	$	—	  	Feb-09	  	Dec-09	  	 	(199,428	) 
	 Bank of Montreal
	  	Put—Def. Prem.	  	1,840,000	  	$	—	  	$	—	  	$	10.00	  	$	—	  	Jan-09	  	Dec-09	  	 	9,506,415	  
	 BNP Paribas
	  	Put—Def. Prem.	  	920,000	  	$	—	  	$	—	  	$	10.00	  	$	—	  	Jan-09	  	Dec-09	  	 	4,753,207	  
	 Citibank, NA
	  	Put—Def. Prem.	  	920,000	  	$	—	  	$	—	  	$	10.00	  	$	—	  	Jan-09	  	Dec-09	  	 	4,753,207	  
	 BNP Paribas
	  	Put—Def. Prem.	  	1,840,000	  	$	—	  	$	—	  	$	4.55	  	$	—	  	Jul-09	  	Jun-10	  	 	563,303	  
	 Bank of Montreal
	  	Put—Def. Prem.	  	920,000	  	$	—	  	$	—	  	$	4.55	  	$	—	  	Jul-09	  	Jun-10	  	 	281,651	  
	 Bank of Montreal
	  	Put—Def. Prem.	  	920,000	  	$	—	  	$	—	  	$	4.50	  	$	—	  	Apr-09	  	Dec-09	  	 	258,242	  
	 Citibank, NA
	  	Put—Def. Prem.	  	920,000	  	$	—	  	$	—	  	$	5.00	  	$	—	  	Oct-09	  	Dec-09	  	 	520,263	  
	 JP Morgan
	  	Put—Def. Prem.	  	920,000	  	$	—	  	$	—	  	$	5.00	  	$	—	  	Oct-09	  	Dec-09	  	 	519,956	  
	 BNP Paribas
	  	Put—Def. Prem.	  	1,840,000	  	$	—	  	$	—	  	$	5.00	  	$	—	  	Oct-09	  	Dec-09	  	 	1,040,525	  
	 Wells Fargo
	  	Put—Def. Prem.	  	920,000	  	$	—	  	$	—	  	$	5.00	  	$	—	  	Oct-09	  	Dec-09	  	 	520,263	  
	 BNP Paribas
	  	Put—Def. Prem.	  	920,000	  	$	—	  	$	—	  	$	5.00	  	$	—	  	Oct-09	  	Dec-09	  	 	520,263	  
	 BNP Paribas
	  	Put—Def. Prem.	  	920,000	  	$	—	  	$	—	  	$	5.00	  	$	—	  	Oct-09	  	Dec-09	  	 	520,263	  
		  		  	 	  			  			  			  			  		  		  	 	 	 
	 2009 Total Hedged Volumes
	  		  	34,500,000	  			  			  			  			  		  		  	$	76,946,776	  
		  		  	 	  			  			  			  			  		  		  	 	 	 
						
	  	  	 	  	Data in Btu	  	 	  	 	  	 	 
	 Counterparty
	  	Type	  	Total
Mmbtu's	  	Basis
Differential	  	Fixed
Price	  	Collar
Floor	  	Collar
Ceiling	  	Start
Month	  	Last
Month	  	9/30/2009
MTM	 
	 BNP Paribas
	  	Price Swap	  	1,825,000	  	$	—	  	$	8.22	  			  			  	Jan-10	  	Dec-10	  	$	3,654,900	  
	 JP Morgan
	  	Collar—Def. Prem.	  	3,650,000	  	$	—	  	$	—	  	$	7.00	  	$	10.00	  	Jan-10	  	Dec-10	  	 	4,508,260	  
	 Bank of Montreal
	  	Collar—Def. Prem.	  	3,650,000	  	$	—	  	$	—	  	$	7.00	  	$	10.00	  	Jan-10	  	Dec-10	  	 	4,508,260	  
	 Bank of Montreal
	  	Collar—Def. Prem.	  	3,650,000	  	$	—	  	$	—	  	$	7.00	  	$	10.00	  	Jan-10	  	Dec-10	  	 	4,508,260	  
	 BNP Paribas
	  	Collar—Def. Prem.	  	7,300,000	  	$	—	  	$	—	  	$	7.00	  	$	10.00	  	Jan-10	  	Dec-10	  	 	9,016,928	  
	 BNP Paribas
	  	Collar—Def. Prem.	  	3,650,000	  	$	—	  	$	—	  	$	7.00	  	$	10.00	  	Jan-10	  	Dec-10	  	 	4,508,464	  
	 Citibank, NA
	  	Collar—Def. Prem.	  	3,650,000	  	$	—	  	$	—	  	$	7.00	  	$	10.00	  	Jan-10	  	Dec-10	  	 	4,508,260	  
	 Citibank, NA
	  	Collar—Def. Prem.	  	3,650,000	  	$	—	  	$	—	  	$	7.00	  	$	10.00	  	Jan-10	  	Dec-10	  	 	4,508,260	  
	 Citibank, NA
	  	Collar—Def. Prem.	  	3,650,000	  	$	—	  	$	—	  	$	6.00	  	$	9.00	  	Jan-10	  	Dec-10	  	 	1,903,972	  
	 Citibank, NA
	  	Collar—Def. Prem.	  	3,650,000	  	$	—	  	$	—	  	$	6.00	  	$	9.00	  	Jan-10	  	Dec-10	  	 	1,903,972	  
	 JP Morgan
	  	Collar—Def. Prem.	  	7,300,000	  	$	—	  	$	—	  	$	6.00	  	$	9.00	  	Jan-10	  	Dec-10	  	 	3,807,951	  
	 Citibank, NA
	  	Collar—Def. Prem.	  	3,650,000	  	$	—	  	$	—	  	$	6.00	  	$	9.00	  	Jan-10	  	Dec-10	  	 	1,903,972	  
	 BNP Paribas
	  	Collar—Def. Prem.	  	3,650,000	  	$	—	  	$	—	  	$	6.00	  	$	9.00	  	Jan-10	  	Dec-10	  	 	1,903,972	  
	 Citibank, NA
	  	Collar—Def. Prem.	  	3,650,000	  	$	—	  	$	—	  	$	6.00	  	$	9.00	  	Jan-10	  	Dec-10	  	 	1,903,972	  
	 Bank of Montreal
	  	Collar—Def. Prem.	  	3,650,000	  	$	—	  	$	—	  	$	6.00	  	$	9.00	  	Jan-10	  	Dec-10	  	 	1,909,007	  
	 JP Morgan
	  	Collar—Def. Prem.	  	3,650,000	  	$	—	  	$	—	  	$	6.00	  	$	9.00	  	Jan-10	  	Dec-10	  	 	1,902,832	  
	 JP Morgan
	  	Collar—Def. Prem.	  	3,650,000	  	$	—	  	$	—	  	$	6.00	  	$	9.00	  	Jan-10	  	Dec-10	  	 	1,902,773	  
	 JP Morgan
	  	Collar—Def. Prem.	  	3,650,000	  	$	—	  	$	—	  	$	6.00	  	$	9.00	  	Jan-10	  	Dec-10	  	 	1,902,773	  
	 Bank of America
	  	Collar—Def. Prem.	  	3,650,000	  	$	—	  	$	—	  	$	6.00	  	$	9.00	  	Jan-10	  	Dec-10	  	 	1,903,972	  
	 Bank of America
	  	Collar—Def. Prem.	  	3,650,000	  	$	—	  	$	—	  	$	6.00	  	$	9.00	  	Jan-10	  	Dec-10	  	 	1,903,972	  
	 Barclays
	  	Collar—Def. Prem.	  	3,650,000	  	$	—	  	$	—	  	$	6.00	  	$	9.00	  	Jan-10	  	Dec-10	  	 	1,903,972	  
	 Barclays
	  	Collar—Def. Prem.	  	3,650,000	  	$	—	  	$	—	  	$	6.00	  	$	9.00	  	Jan-10	  	Dec-10	  	 	1,903,972	  
	 BNP Paribas
	  	Collar—Def. Prem.	  	7,300,000	  	$	—	  	$	—	  	$	6.00	  	$	9.00	  	Jan-10	  	Dec-10	  	 	3,807,951	  
	 Citibank, NA
	  	Collar—Def. Prem.	  	3,650,000	  	$	—	  	$	—	  	$	6.00	  	$	9.00	  	Jan-10	  	Dec-10	  	 	1,903,972	  
	 Citibank, NA
	  	Collar—Def. Prem.	  	3,650,000	  	$	—	  	$	—	  	$	6.00	  	$	9.00	  	Jan-10	  	Dec-10	  	 	1,903,972	  
	 Barclays
	  	Collar—Def. Prem.	  	3,650,000	  	$	—	  	$	—	  	$	6.00	  	$	9.00	  	Jan-10	  	Dec-10	  	 	1,903,972	  
	 BNP Paribas
	  	Collar—Def. Prem.	  	3,650,000	  	$	—	  	$	—	  	$	6.00	  	$	9.00	  	Jan-10	  	Dec-10	  	 	1,903,972	  
	 Bank of Montreal
	  	Collar—Def. Prem.	  	3,650,000	  	$	—	  	$	—	  	$	5.00	  	$	9.00	  	Jan-10	  	Dec-10	  	 	332,084	  
	 BNP Paribas
	  	Collar—Def. Prem.	  	3,650,000	  	$	—	  	$	—	  	$	5.00	  	$	9.00	  	Jan-10	  	Dec-10	  	 	332,084	  
	 BNP Paribas
	  	Collar—Def. Prem.	  	7,300,000	  	$	—	  	$	—	  	$	5.00	  	$	9.00	  	Jan-10	  	Dec-10	  	 	664,172	  
	 Barclays
	  	Collar—Def. Prem.	  	7,300,000	  	$	—	  	$	—	  	$	5.00	  	$	9.00	  	Jan-10	  	Dec-10	  	 	664,172	  
	 Barclays
	  	Collar—Def. Prem.	  	3,650,000	  	$	—	  	$	—	  	$	5.00	  	$	9.00	  	Jan-10	  	Dec-10	  	 	331,933	  
	 BNP Paribas
	  	Collar—Def. Prem.	  	3,650,000	  	$	—	  	$	—	  	$	5.00	  	$	9.00	  	Jan-10	  	Dec-10	  	 	332,084	  
	 BNP Paribas
	  	Collar—Def. Prem.	  	3,650,000	  	$	—	  	$	—	  	$	5.00	  	$	9.00	  	Jan-10	  	Dec-10	  	 	332,084	  
	 BNP Paribas
	  	Put—Def. Prem.	  	1,810,000	  	$	—	  	$	—	  	$	4.49	  	$	—	  	Jan-10	  	Jun-10	  	 	295,558	  
	 BNP Paribas
	  	Put—Def. Prem.	  	3,620,000	  	$	—	  	$	—	  	$	4.55	  	$	—	  	Jul-09	  	Jun-10	  	 	639,747	  
	 Bank of Montreal
	  	Put—Def. Prem.	  	1,810,000	  	$	—	  	$	—	  	$	4.55	  	$	—	  	Jul-09	  	Jun-10	  	 	319,874	  
		  		  	 	  			  			  			  			  		  		  	 	 	 
	 2010 Total Hedged Volumes
	  		  	147,765,000	  			  			  			  			  		  		  	$	83,950,307	  
		  		  	 	  			  			  			  			  		  		  	 	 	 
						
	  	  	 	  	Data in Btu	  	 	  	 	  	 	 
	 Counterparty
	  	Type	  	Total
Mmbtu's	  	Basis
Differential	  	Fixed
Price	  	Collar
Floor	  	Collar
Ceiling	  	Start
Month	  	Last
Month	  	9/30/2009
MTM	 
	 BNP Paribas
	  	Collar—Def. Prem.	  	10,950,000	  	$	—	  	$	—	  	$	5.50	  	$	10.05	  	Jan-11	  	Dec-11	  	$	903,161	  
	 Bank of Montreal
	  	Collar—Def. Prem.	  	7,300,000	  	$	—	  	$	—	  	$	5.50	  	$	10.00	  	Jan-11	  	Dec-11	  	 	559,996	  
	 Wells Fargo
	  	Collar—Def. Prem.	  	3,650,000	  	$	—	  	$	—	  	$	5.50	  	$	10.00	  	Jan-11	  	Dec-11	  	 	279,999	  
	 Wells Fargo
	  	Collar—Def. Prem.	  	3,650,000	  	$	—	  	$	—	  	$	5.50	  	$	10.00	  	Jan-11	  	Dec-11	  	 	279,999	  
	 Calyon
	  	Collar—Def. Prem.	  	7,300,000	  	$	—	  	$	—	  	$	5.50	  	$	10.00	  	Jan-11	  	Dec-11	  	 	559,996	  
	 Barclays
	  	Costless Collar	  	7,300,000	  	$	—	  	$	—	  	$	5.50	  	$	10.00	  	Jan-11	  	Dec-11	  	 	559,996	  
	 Bank of Montreal
	  	Costless Collar	  	7,300,000	  	$	—	  	$	—	  	$	5.50	  	$	10.00	  	Jan-11	  	Dec-11	  	 	559,996	  
	 BNP Paribas
	  	Costless Collar	  	7,300,000	  	$	—	  	$	—	  	$	5.50	  	$	10.10	  	Jan-11	  	Dec-11	  	 	643,416	  
	 Wells Fargo
	  	Costless Collar	  	3,650,000	  	$	—	  	$	—	  	$	5.50	  	$	10.10	  	Jan-11	  	Dec-11	  	 	321,708	  
	 Bank of America
	  	Costless Collar	  	3,650,000	  	$	—	  	$	—	  	$	5.50	  	$	10.10	  	Jan-11	  	Dec-11	  	 	321,708	  
	 BNP Paribas
	  	Costless Collar	  	7,300,000	  	$	—	  	$	—	  	$	5.50	  	$	10.10	  	Jan-11	  	Dec-11	  	 	643,416	  
	 Bank of Montreal
	  	Costless Collar	  	3,650,000	  	$	—	  	$	—	  	$	5.50	  	$	10.10	  	Jan-11	  	Dec-11	  	 	321,708	  
	 Bank of Montreal
	  	Costless Collar	  	3,650,000	  	$	—	  	$	—	  	$	5.50	  	$	10.30	  	Jan-11	  	Dec-11	  	 	400,528	  
	 Calyon
	  	Costless Collar	  	3,650,000	  	$	—	  	$	—	  	$	5.50	  	$	10.10	  	Jan-11	  	Dec-11	  	 	321,708	  
	 JP Morgan
	  	Costless Collar	  	3,650,000	  	$	—	  	$	—	  	$	5.50	  	$	10.25	  	Jan-11	  	Dec-11	  	 	380,148	  
	 Citibank
	  	Costless Collar	  	3,650,000	  	$	—	  	$	—	  	$	5.50	  	$	10.00	  	Jan-11	  	Dec-11	  	 	279,999	  
	 JP Morgan
	  	Costless Collar	  	3,650,000	  	$	—	  	$	—	  	$	5.75	  	$	10.00	  	Jan-11	  	Dec-11	  	 	625,030	  
	 BNP Paribas
	  	Costless Collar	  	1,825,000	  	$	—	  	$	—	  	$	5.75	  	$	10.00	  	Jan-11	  	Dec-11	  	 	313,513	  
	 Barclays
	  	Costless Collar	  	7,300,000	  	$	—	  	$	—	  	$	5.50	  	$	10.15	  	Jan-11	  	Dec-11	  	 	683,950	  
	 Barclays
	  	Costless Collar	  	3,650,000	  	$	—	  	$	—	  	$	5.50	  	$	10.05	  	Jan-11	  	Dec-11	  	 	301,054	  
	 Barclays
	  	Costless Collar	  	7,300,000	  	$	—	  	$	—	  	$	5.75	  	$	10.00	  	Jan-11	  	Dec-11	  	 	1,254,052	  
	 JP Morgan
	  	Costless Collar	  	3,650,000	  	$	—	  	$	—	  	$	5.75	  	$	10.05	  	Jan-11	  	Dec-11	  	 	646,016	  
	 Bank of Montreal
	  	Costless Collar	  	3,650,000	  	$	—	  	$	—	  	$	5.75	  	$	10.00	  	Jan-11	  	Dec-11	  	 	627,027	  
	 BNP Paribas
	  	Costless Collar	  	7,300,000	  	$	—	  	$	—	  	$	6.00	  	$	9.00	  	Jan-11	  	Dec-11	  	 	977,934	  
		  		  	 	  			  			  			  			  		  		  	 	 	 
	 2011 Total Hedged Volumes
	  		  	125,925,000	  			  			  			  			  		  		  	$	12,766,058	  
		  		  	 	  			  			  			  			  		  		  	 	 	 
										
	 Total Natural Gas Contracts
	  		  	308,190,000	  			  			  			  			  		  		  	$	173,663,141	  
		  		  	 	  			  			  			  			  		  		  	 	 	 
						
	 Oil Contracts
	  	 	  	Data in Bbls	  	 	  	 	  	 	 
	 Counterparty
	  	Type	  	Total Bbls	  	Basis
Differential	  	Fixed
Price	  	Collar
Floor	  	Collar
Ceiling	  	Start
Month	  	Last
Month	  	9/30/2009	 
	 BNP Paribas (Oil)
	  	Price Swap	  	46,000	  	$	—	  	$	76.85	  	$	—	  	$	—	  	Jan-09	  	Dec-09	  	$	265,816	  
	 BNP Paribas (Oil)
	  	Price Swap	  	23,000	  	$	—	  	$	77.30	  	$	—	  	$	—	  	Jan-09	  	Dec-09	  	$	143,250	  
		  		  	 	  			  			  			  			  		  		  			
	 2009 Total Hedged Volumes
	  		  	69,000	  			  			  			  			  		  		  			
		  		  	 	  			  			  			  			  		  		  	 	 	 
		  		  		  			  			  			  			  		  		  	$	409,066	  
		  		  		  			  			  			  			  		  		  	 	 	 
	 BNP Paribas (Oil)
	  	Price Swap	  	182,500	  	$	—	  	$	75.15	  	$	—	  	$	—	  	Jan-10	  	Dec-10	  	$	139,543	  
	 BNP Paribas (Oil)
	  	Price Swap	  	91,250	  	$	—	  	$	75.55	  	$	—	  	$	—	  	Jan-10	  	Dec-10	  	$	106,086	  
		  		  	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	  	 	  	 	 	 
	 2010 Total Hedged Volumes
	  		  	273,750	  			  			  			  			  		  		  	$	245,629	  
		  		  	 	  			  			  			  			  		  		  	 	 	 
	 Total Oil Contracts
	  		  	342,750	  			  			  			  			  		  		  	$	654,695	  
		  		  	 	  			  			  			  			  		  		  	 	 	 







 SCHEDULE 7.23 
 TRANSPORTATION CONTRACTS 
  

	1.	Dedicated Interruptible Gas Gathering Agreement dated August 1, 2009 between Goodrich Petroleum Company, LLC (Shipper) and Hawk Field Services, LLC (Gatherer)


  

	2.	Firm Gas Gathering Agreement effective January 1, 2009 between Petrohawk Operating Company (Shipper) and Hawk Field Services, LLC (Gatherer)


  

	3.	Dedicated Interruptible Gas Gathering Agreement dated July 1, 2009 between Chesapeake Energy Marketing, Inc. (Shipper) and Hawk Field Services, LLC (Gatherer)


  

	4.	Dedicated Interruptible Gas Gathering Agreement dated July 24, 2009 between Common Resources, L.L.C. (Shipper) and Hawk Field Services, LLC (Gatherer)


  

	5.	Gas Gathering Agreement dated September 12, 2009 between Regency Field Services LLC (Gatherer) and Hawk Field Services, LLC (Shipper) 

  

 Schedule 7.23 - 1 







 SCHEDULE 9.05 
 INVESTMENTS 
 None. 
  

 Schedule 9.05 - 1