EX-10.17




 Exhibit 10.17 

Published CUSIP Number: 53601UAA3 

CREDIT AGREEMENT 

DATED AS OF FEBRUARY 28, 2017, 

AMONG 

LINN ENERGY HOLDCO II LLC, 

AS BORROWER, 

LINN ENERGY HOLDCO LLC, 

AS PARENT, 

LINN ENERGY, INC., 

AS HOLDINGS 

AND EACH OF THE SUBSIDIARY GUARANTORS
PARTY HERETO FROM TIME TO TIME, 

AS SET FORTH ON THE SCHEDULE OF
SUBSIDIARY GUARANTORS 
 ATTACHED HERETO AS
ANNEX I OR SUBSEQUENTLY EXECUTING A JOINDER AGREEMENT, 

WELLS FARGO BANK, NATIONAL ASSOCIATION, 

AS ADMINISTRATIVE AGENT, 

AND 

THE LENDERS PARTY HERETO FROM TIME
TO TIME 
 SOLE BOOK RUNNER AND
SOLE LEAD ARRANGER 
 WELLS FARGO
SECURITIES, LLC 








 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
		
	 ARTICLE I Definitions and Accounting Matters
	  	 	2	 
			
	 Section 1.01
	 	  Terms Defined Above	  	 	2	 
	 Section 1.02
	 	  Certain Defined Terms	  	 	2	 
	 Section 1.03
	 	  Types of Loans and Borrowings	  	 	37	 
	 Section 1.04
	 	  Terms Generally	  	 	37	 
	 Section 1.05
	 	  Accounting Terms and Determinations; GAAP	  	 	38	 
		
	 ARTICLE II The Credits
	  	 	38	 
			
	 Section 2.01
	 	  Revolving Loan Commitments	  	 	38	 
	 Section 2.02
	 	  Revolving Loans and Borrowings	  	 	38	 
	 Section 2.03
	 	  Requests for Borrowings	  	 	40	 
	 Section 2.04
	 	  Interest Elections	  	 	41	 
	 Section 2.05
	 	  Funding of Borrowings	  	 	42	 
	 Section 2.06
	 	  Termination and Reduction of Aggregate Maximum Credit Amounts	  	 	43	 
	 Section 2.07
	 	  Borrowing Base	  	 	44	 
	 Section 2.08
	 	  Letters of Credit	  	 	49	 
	 Section 2.09
	 	  Term Loans	  	 	54	 
		
	 ARTICLE III Payments of Principal and Interest; Prepayments; Fees
	  	 	56	 
			
	 Section 3.01
	 	  Repayment of Loans	  	 	56	 
	 Section 3.02
	 	  Interest	  	 	56	 
	 Section 3.03
	 	  Alternate Rate of Interest	  	 	57	 
	 Section 3.04
	 	  Prepayments	  	 	58	 
	 Section 3.05
	 	  Fees	  	 	61	 
		
	 ARTICLE IV Payments; Pro Rata Treatment; Sharing of Set-offs
	  	 	62	 
			
	 Section 4.01
	 	  Payments Generally; Pro Rata Treatment; Sharing of Set-offs	  	 	62	 
	 Section 4.02
	 	  Presumption of Payment by the Borrower	  	 	64	 
	 Section 4.03
	 	  Certain Deductions by the Administrative Agent	  	 	64	 
	 Section 4.04
	 	  Payments and Deductions to a Defaulting Lender	  	 	64	 
		
	 ARTICLE V Increased Costs; Break Funding Payments; Taxes; Illegality
	  	 	66	 
			
	 Section 5.01
	 	  Increased Costs	  	 	66	 
	 Section 5.02
	 	  Break Funding Payments	  	 	67	 
	 Section 5.03
	 	  Taxes	  	 	68	 
	 Section 5.04
	 	  Designation of Different Lending Office; Replacement of Lenders	  	 	72	 
	 Section 5.05
	 	  Illegality	  	 	73	 


  
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	 ARTICLE VI Conditions Precedent
	  	 	73	 
			
	 Section 6.01
	 	  Effective Date	  	 	73	 
	 Section 6.02
	 	  Each Credit Event	  	 	77	 
	 Section 6.03
	 	  Additional Conditions to Credit Events	  	 	77	 
	 Section 6.04
	 	  Post-Closing Obligations	  	 	78	 
		
	 ARTICLE VII Representations and Warranties
	  	 	78	 
			
	 Section 7.01
	 	  Organization; Powers	  	 	78	 
	 Section 7.02
	 	  Authority; Enforceability	  	 	78	 
	 Section 7.03
	 	  Approvals; No Conflicts	  	 	79	 
	 Section 7.04
	 	  Financial Position; No Material Adverse Effect	  	 	79	 
	 Section 7.05
	 	  Litigation	  	 	80	 
	 Section 7.06
	 	  Environmental Matters	  	 	80	 
	 Section 7.07
	 	  Compliance with the Laws and Agreements; No Defaults	  	 	81	 
	 Section 7.08
	 	  Investment Company Act	  	 	81	 
	 Section 7.09
	 	  Taxes	  	 	81	 
	 Section 7.10
	 	  ERISA	  	 	82	 
	 Section 7.11
	 	  Disclosure; No Material Misstatements	  	 	82	 
	 Section 7.12
	 	  Insurance	  	 	83	 
	 Section 7.13
	 	  Restriction on Liens	  	 	83	 
	 Section 7.14
	 	  Subsidiaries	  	 	83	 
	 Section 7.15
	 	  Location of Business and Offices	  	 	83	 
	 Section 7.16
	 	  Properties; Titles, Etc.	  	 	84	 
	 Section 7.17
	 	  Maintenance of Properties	  	 	85	 
	 Section 7.18
	 	  Gas Imbalances, Prepayments	  	 	85	 
	 Section 7.19
	 	  Marketing of Production	  	 	85	 
	 Section 7.20
	 	  Swap Agreements	  	 	86	 
	 Section 7.21
	 	  Use of Loans and Letters of Credit	  	 	86	 
	 Section 7.22
	 	  Solvency	  	 	86	 
	 Section 7.23
	 	  Anti-Corruption	  	 	86	 
	 Section 7.24
	 	  AML and Sanctions	  	 	87	 
	 Section 7.25
	 	  Deposit and Securities Accounts	  	 	87	 
		
	 ARTICLE VIII Affirmative Covenants
	  	 	87	 
			
	 Section 8.01
	 	  Financial Statements; Other Information	  	 	88	 
	 Section 8.02
	 	  Notices of Material Events	  	 	91	 
	 Section 8.03
	 	  Existence; Conduct of Business	  	 	92	 
	 Section 8.04
	 	  Payment of Taxes	  	 	92	 
	 Section 8.05
	 	  Operation and Maintenance of Properties	  	 	92	 
	 Section 8.06
	 	  Insurance	  	 	93	 
	 Section 8.07
	 	  Books and Records; Inspection Rights	  	 	93	 
	 Section 8.08
	 	  Compliance with Laws	  	 	93	 
	 Section 8.09
	 	  Environmental Matters	  	 	94	 
	 Section 8.10
	 	  Further Assurances	  	 	95	 


  
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	 Section 8.11
	 	  Reserve Reports	  	 	95	 
	 Section 8.12
	 	  Title Information	  	 	97	 
	 Section 8.13
	 	  Additional Collateral; Additional Guarantors	  	 	98	 
	 Section 8.14
	 	  ERISA Compliance	  	 	98	 
	 Section 8.15
	 	  Marketing Activities	  	 	99	 
	 Section 8.16
	 	  Swap Agreements	  	 	99	 
	 Section 8.17
	 	  [Reserved]	  	 	99	 
	 Section 8.18
	 	  [Reserved]	  	 	99	 
	 Section 8.19
	 	  Deposit and Securities Accounts	  	 	99	 
		
	 ARTICLE IX Negative Covenants
	  	 	100	 
			
	 Section 9.01
	 	  Financial Covenants	  	 	100	 
	 Section 9.02
	 	  Debt	  	 	101	 
	 Section 9.03
	 	  Liens	  	 	102	 
	 Section 9.04
	 	  Dividends, Distributions and Redemptions	  	 	103	 
	 Section 9.05
	 	  Investments, Loans and Advances	  	 	105	 
	 Section 9.06
	 	  Nature of Business	  	 	106	 
	 Section 9.07
	 	  Proceeds of Loans	  	 	106	 
	 Section 9.08
	 	  ERISA Compliance	  	 	107	 
	 Section 9.09
	 	  Sale or Discount of Receivables	  	 	108	 
	 Section 9.10
	 	  Mergers, Etc.	  	 	108	 
	 Section 9.11
	 	  Sale of Properties	  	 	109	 
	 Section 9.12
	 	  Environmental Matters	  	 	111	 
	 Section 9.13
	 	  Transactions with Affiliates	  	 	111	 
	 Section 9.14
	 	  Negative Pledge Agreements; Dividend Restrictions	  	 	111	 
	 Section 9.15
	 	  Gas Imbalances, Take-or-Pay or Other Prepayments	  	 	112	 
	 Section 9.16
	 	  Swap Agreements	  	 	112	 
	 Section 9.17
	 	  Tax Status 	  	 	113	 
	 Section 9.18
	 	  [Reserved]	  	 	113	 
	 Section 9.19
	 	  Deposit Accounts; Account Control Agreements; Use of Cash	  	 	114	 
	 Section 9.20
	 	  Parent Guarantors	  	 	114	 
	 Section 9.21
	 	  [Reserved] 	  	 	114	 
	 Section 9.22
	 	  Sale and Leaseback Transactions	  	 	114	 
	 Section 9.23
	 	  Organizational Documents	  	 	114	 
		
	 ARTICLE X Events of Default; Remedies
	  	 	115	 
			
	 Section 10.01
	 	Events of Default	  	 	115	 
	 Section 10.02
	 	  Remedies	  	 	117	 
	 Section 10.03
	 	  Disposition of Proceeds	  	 	118	 
	 Section 10.04
	 	  Credit Bidding	  	 	118	 
		
	 ARTICLE XI The Administrative Agent
	  	 	119	 
			
	 Section 11.01
	 	  Appointment; Powers	  	 	119	 
	 Section 11.02
	 	  Duties and Obligations of Administrative Agent	  	 	119	 


  
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	 Section 11.03
	 	  Action by Administrative Agent	  	 	120	 
	 Section 11.04
	 	  Reliance by Administrative Agent	  	 	120	 
	 Section 11.05
	 	  Subagents	  	 	120	 
	 Section 11.06
	 	  Resignation of Administrative Agent	  	 	121	 
	 Section 11.07
	 	  Administrative Agent and Lenders	  	 	121	 
	 Section 11.08
	 	  No Reliance	  	 	121	 
	 Section 11.09
	 	  Administrative Agent May File Proofs of Claim	  	 	122	 
	 Section 11.10
	 	  Authority of Administrative Agent to Release Collateral and Liens	  	 	123	 
	 Section 11.11
	 	  The Arranger	  	 	123	 
		
	 ARTICLE XII Miscellaneous
	  	 	123	 
			
	 Section 12.01
	 	  Notices	  	 	123	 
	 Section 12.02
	 	  Waivers; Amendments	  	 	125	 
	 Section 12.03
	 	  Expenses, Indemnity; Damage Waiver	  	 	127	 
	 Section 12.04
	 	  Successors and Assigns	  	 	131	 
	 Section 12.05
	 	  Survival; Revival; Reinstatement	  	 	134	 
	 Section 12.06
	 	  Counterparts; Integration; Effectiveness	  	 	135	 
	 Section 12.07
	 	  Severability	  	 	136	 
	 Section 12.08
	 	  Right of Setoff	  	 	136	 
	 Section 12.09
	 	GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS	  	 	136	 
	 Section 12.10
	 	  Headings	  	 	137	 
	 Section 12.11
	 	  Confidentiality	  	 	137	 
	 Section 12.12
	 	  Interest Rate Limitation	  	 	138	 
	 Section 12.13
	 	  EXCULPATION PROVISIONS	  	 	139	 
	 Section 12.14
	 	  Collateral Matters; Swap Agreements	  	 	140	 
	 Section 12.15
	 	  No Third Party Beneficiaries	  	 	140	 
	 Section 12.16
	 	  USA Patriot Act Notice	  	 	140	 
	 Section 12.17
	 	  No Fiduciary Duty	  	 	140	 
	 Section 12.18
	 	  Flood Insurance Provisions	  	 	141	 
	 Section 12.19
	 	  Acknowledgement and Consent to Bail-In of EEA Financial Institutions	  	 	142	 
	 Section 12.20
	 	  Releases	  	 	142	 


  
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CREDIT AGREEMENT 









 ANNEXES, EXHIBITS AND SCHEDULES 

 

			
	Annex I	  	Schedule of Subsidiary Guarantors
	Annex II	  	Schedule of Maximum Credit Amounts
	Annex III	  	Schedule of Term Loan Commitments
	Annex IV	  	Schedule of Mortgaged Structures
	Annex V	  	Schedule of Prepetition Mortgages
		
	Exhibit A-1	  	Form of Revolving Loan Note
	Exhibit A-2	  	Form of Term Loan Note
	Exhibit B	  	Form of Compliance Certificate
	Exhibit C-1	  	Form of Guaranty Agreement
	Exhibit C-2	  	Form of Security Agreement
	Exhibit C-3	  	Form of Pledge Agreement
	Exhibit D	  	Form of Assignment and Assumption
	Exhibit E	  	Form of Borrowing Request
	Exhibit F	  	Form of Interest Election Request
	Exhibit G	  	Form of Reserve Report Certificate
	Exhibit H	  	Form of Solvency Certificate
	Exhibit I-1	  	Form of U.S. Tax Compliance Certificate (For Non-U.S. Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)
	Exhibit I-2	  	Form of U.S. Tax Compliance Certificate (For Non-U.S. Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)
	Exhibit I-3	  	Form of U.S. Tax Compliance Certificate (For Non-U.S. Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)
	Exhibit I-4	  	Form of U.S. Tax Compliance Certificate (For Non-U.S. Participants That Are Partnerships For U.S. Federal Income Tax Purposes)
		
	Schedule 6.04	  	Post-Closing Obligations
	Schedule 7.05	  	Litigation
	Schedule 7.14	  	Subsidiaries and Partnerships
	Schedule 7.15	  	Location of Businesses and Offices
	Schedule 7.16	  	Owned Real Estate in Flood Zones
	Schedule 7.18	  	Gas Imbalances
	Schedule 7.19	  	Marketing Contracts
	Schedule 7.20	  	Swap Agreements
	Schedule 7.25	  	Deposit Accounts
	Schedule 9.02	  	Existing Debt
	Schedule 9.05	  	Investments


  
 v 

CREDIT AGREEMENT 









 THIS CREDIT AGREEMENT dated as of February 28, 2017, is among Linn Energy Holdco II
LLC, a limited liability company duly formed and existing under the laws of the State of Delaware (the “Borrower”); Linn Energy Holdco LLC, a limited liability company duly formed and existing under the laws of the State of Delaware
(“Parent”); Linn Energy, Inc., a corporation duly formed and existing under the laws of the State of Delaware (“Holdings” and collectively and severally with Parent, each a “Parent Guarantor”); each
of the Subsidiaries set forth on the Schedule of Guarantors included herein as Annex I or otherwise from time to time party hereto (each a “Subsidiary Guarantor” and collectively, the “Subsidiary
Guarantors”); each of the Lenders from time to time party hereto; and Wells Fargo Bank, National Association (in its individual capacity, “Wells Fargo”), as administrative agent for the Lenders (in such capacity, together
with its successors in such capacity, the “Administrative Agent”). 
 R E C I T A L S 

A. WHEREAS, Linn Energy, LLC, a limited liability company duly formed under the laws of the State of Delaware (the “Prepetition
Borrower”), Wells Fargo Bank, National Association, as administrative agent for the lenders (the “Prepetition Administrative Agent”), and other financial institutions named and defined therein as lenders, including Wells
Fargo Bank, National Association in its capacity as a lender (the “Prepetition Lenders” and each a “Prepetition Lender”)entered into that certain Sixth Amended and Restated Credit Agreement dated as of
April 24, 2013, as amended or otherwise modified (the “Prepetition Credit Agreement”) from time to time through May 11, 2016 (the “Petition Date”), the date on which the Prepetition Borrower and certain of
its Affiliates filed a voluntary proceeding under Chapter 11 of the Bankruptcy Code (the “Restructuring Proceeding”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”);

 B. WHEREAS, the Prepetition Administrative Agent timely and properly filed that certain proof of claim (the “Master Proof
of Claim”) of (i) Wells Fargo Bank, National Association, Individually and as Administrative Agent under the Prepetition Credit Agreement, and (ii) the Prepetition Lenders and the other Secured Parties (as defined in the
Prepetition Credit Agreement) pursuant to the Loan Documents with the Bankruptcy Court (the “Prepetition Claims”); 
 C.
WHEREAS, the disclosure statement, as amended from time to time, was filed by the Debtors with the Bankruptcy Court on December 3, 2016 and its adequacy was approved by the Bankruptcy Court on December 13, 2016; 

D. WHEREAS, pursuant to the plan of reorganization filed by the Debtors with the Bankruptcy Court on December 3, 2016, as amended
or supplemented from time to time, and confirmed by the Bankruptcy Court on January 24, 2017 (the “Plan of Reorganization”), upon the effective date of the Plan of Reorganization (the “Plan Effective Date”),
the Prepetition Administrative Agent and the Prepetition Lenders have agreed in settlement of their Prepetition Claims in accordance with the Plan of Reorganization and on the terms and conditions set forth herein to enter into a new credit
facility, and a portion of the Prepetition Claims arising under the Prepetition Credit Agreement will be deemed to be Revolving Loans and Term Loans drawn under this Agreement and the remainder of the Prepetition Claims of such Prepetition Lenders
will be paid in full in cash; 

  
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CREDIT AGREEMENT 









 E. WHEREAS, pursuant to the Plan of Reorganization, on the Plan Effective Date the Liens
of the Administrative Agent for the benefit of the Lenders will be fully perfected without further action and the mortgages granted pursuant to the Prepetition Credit Agreement will remain in full force and effect and be assigned to the
Administrative Agent for the benefit of the Lenders to secure the Obligations hereunder (as defined below) and assumed or ratified by the Obligors and their respective Subsidiaries; and 

F. WHEREAS, pursuant to the Plan of Reorganization, on or prior to the Plan Effective Date, (i) Holdings and Parent will be
organized and the Debtors that are subsidiaries of the Prepetition Borrower will engage in certain reorganization mergers, consolidations and dissolutions, (ii) Berry Petroleum Company, LLC will be sold to Berry Petroleum, Inc., (iii) the
Prepetition Borrower will create a new wholly owned Subsidiary that will become the borrower hereunder, (iv) the Prepetition Borrower will contribute the Equity Interests and other assets held by it to the Borrower, (v) the Borrower and
the Subsidiary Guarantors will enter into this Agreement; (vi) substantially contemporaneous therewith, the Plan Rights Offering will occur and Holdings will acquire all of the Equity Interests of Borrower from the Prepetition Borrower,
Holdings will contribute the Equity Interests of Borrower to Parent and Holdings and Parent will be Guarantors of the Obligations hereunder. 

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained herein and in the Plan of Reorganization 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 capitalized term defined above has the meaning indicated above.

 Section 1.02 Certain Defined Terms. As used in this Agreement, the following capitalized and other terms have the meanings
specified below: 
 “ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans
comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate. 
 “Account Control
Agreement” shall mean, as to any deposit or securities account of any Obligor or its Subsidiaries holding cash, Cash Equivalents, or securities and proceeds thereof held with a depositary bank, securities intermediary, securities broker or
any other Person, an agreement or agreements in form and substance acceptable to the Administrative Agent among the Borrower or other Obligor or their respective Subsidiary owning such deposit or securities account, the Administrative Agent and the
depositary bank, securities intermediary, securities broker or any other Person with respect thereto, which agreement or agreements result in fully perfected Liens in favor of the Administrative Agent and the Lenders in the cash, Cash Equivalents,
or securities and proceeds thereof contained in such deposit or securities account and grant to the Administrative Agent exclusive authority to preclude any Obligor or their respective Subsidiaries from withdrawing funds, Cash Equivalents, or
securities from such account and authorize the Administrative Agent to direct the transfer of the cash, Cash Equivalents, or securities and proceeds thereof contained in such deposit or securities account to the Administrative Agent’s
collateral account. 

  
 2 

CREDIT AGREEMENT 









 “Accounting Changes” means changes in accounting principles required by the
promulgation of any rule, regulation, pronouncement or opinion by the Public Company Accounting Oversight Board, the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or, if applicable, the Securities and
Exchange Commission (or successors thereto, or agencies with similar functions). 
 “Administrative Agent” has the meaning
assigned to such term in the preamble. 
 “Administrative Questionnaire” means an Administrative Questionnaire in a form
supplied by the Administrative Agent. 
 “Affected Loans” has the meaning assigned such term in Section 5.05.

 “Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more
intermediaries, Controls or is Controlled by or is under common Control with the Person specified. 
 “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 Credit Agreement, as the same may from time to time be amended, restated, amended and restated,
supplemented or otherwise modified. 
 “Alternate Base Rate” means, for any day, a rate per annum equal to the highest of
(a) 0.0%, (b) the Prime Rate in effect on such day, (c) the Federal Funds Effective Rate in effect on such day plus  1⁄2 of 1%, and (d) the
LIBO Rate for a three-month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1.00%; provided that, in the context of this definition of Alternate Base Rate and for the avoidance
of doubt, the LIBO Rate for any day shall be based on the rate as quoted at approximately 11:00 a.m. London time on such day to the Administrative Agent’s London office for dollar deposits of $5,000,000 having a three-month maturity. Any change
in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the 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 LIBO
Rate, respectively. 
 “AML Laws” means all laws, rules, and regulations of any jurisdiction applicable to any Lender, the
Borrower, the Borrower’s Subsidiaries or any other Obligor or its Subsidiaries from time to time concerning or relating to anti-money laundering. 

“Anti-Corruption Laws” means all laws, rules, and regulations of the United States, the European Union, the United Kingdom,
the United Nations, or any jurisdiction applicable to the Borrower, the Borrower’s Subsidiaries or any other Obligor or its Subsidiaries from time to time concerning or relating to anti-bribery or anti-corruption. 

  
 3 

CREDIT AGREEMENT 









 “Applicable Margin” means, for any day, with respect to any ABR Loan or
Eurodollar Loan, or with respect to the Commitment Fee Rate, as the case may be, the rate per annum set forth in the grid below: 
  

													
	 Borrowings
	  	Eurodollar Loans	 	 	ABR Loans	 	 	Commitment Fee Rate	 
	 Revolving Loans under the Conforming Borrowing Base
	  	 	3.50	% 	 	 	2.50	% 	 	 	0.50	% 
	 Revolving Loans under the Non-Conforming Borrowing Base
	  	 	5.50	% 	 	 	4.50	% 	 	 	0.50	% 
	 Term Loans
	  	 	7.50	% 	 	 	6.50	% 	 	 	N/A	 

 “Applicable Percentage” means, with respect to any Revolving Lender at any time, the
percentage of the Aggregate Maximum Credit Amounts represented by such Revolving Lender’s Maximum Credit Amount at such time; provided that, at any time a Defaulting Lender shall exist, “Applicable Percentage” shall mean the
percentage of the Aggregate Maximum Credit Amounts (disregarding any Defaulting Lenders’ Maximum Credit Amounts at such time, but subject to Section 4.04(c)(iii)(A)) represented by such Revolving Lender’s Maximum Credit Amount
at such time. The Applicable Percentages of the Revolving Lenders as of the Effective Date are set forth on Annex II. 

“Approved Counterparty” means (a) any Lender or any Affiliate of a Lender and (b) any other Person whose long term
senior unsecured debt rating is BBB/Baa2 by S&P or Moody’s (or their equivalent) or higher at the time such Person enters into a Swap Agreement with the Obligors or their respective Subsidiaries. 

“Approved Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in
commercial 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. 
 “Arranger” means Wells Fargo Securities, LLC, in its capacity as sole lead arranger and sole book
runner hereunder. 
 “Assignee” means the Person identified as such in an Assignment and Assumption. 

“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 D or any other form approved by the Administrative Agent. 

  
 4 

CREDIT AGREEMENT 









 “Assumed Tax Rate” means, for the Tax year or other period for which Permitted
Tax Distributions are being calculated, the highest effective combined marginal U.S. federal, state and local income tax rate (taking into account the tax imposed by Code section 1411) applicable for such Tax year or other period to a natural person
residing in or corporation doing business in a state and locality in which the Parent or one or more of its Subsidiaries has operations during such year or period, taking into account the character and source of the Company’s tax income and
gains by giving effect to any differences in applicable tax rates (ordinary income, capital gains, etc.) and any U.S. federal income tax deduction for such state and local income taxes, in each case, as determined in reasonable good faith by Parent.

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

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in
respect of any liability of an EEA Financial Institution. 
 “Bail-In Legislation” means, with respect to any EEA Member
Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation
Schedule. 
 “Bank Price Deck” means the Administrative Agent’s forward curve for oil, natural gas and other
Hydrocarbons as of the most recent Proposed Borrowing Base Notice. 
 “Bankruptcy Court” has the meaning assigned to such
term in the Recitals. 
 “Board” means the Board of Governors of the Federal Reserve System of the United States of America
or any successor Governmental Authority. 
 “Borrower” has the meaning assigned to such term in the preamble. 

“Borrowing” means Loans of the same Type and class, 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, as the same may be adjusted from time to time pursuant to Section 2.07(e), Section 2.07(f), Section 2.07(g) or Section 8.12(c).

 “Borrowing Base Deficiency” occurs if at any time the total Revolving Credit Exposures exceed the Borrowing Base then in
effect and is equal to the amount of such excess. 
 “Borrowing Base Required Lenders” means, (a) at any time,
(i) with respect to any vote to increase the Borrowing Base, one hundred percent of the Revolving Lenders, (ii) with respect to any vote to maintain the Borrowing Base at the then existing level, or to decrease the
Borrowing Base, the Required Revolving Lenders, and (b) during the Non-Conforming Period, with respect to any vote to increase, decrease, or maintain the Conforming Borrowing Base,
Required Revolving Lenders; provided that the Maximum Credit Amount and the outstanding principal amount of the Revolving Loans of, and the participation interests in Letters of Credit held by, each Defaulting Revolving Lender (if any) shall
be excluded from the determination of Borrowing Base Required Lenders to the extent set forth in Section 4.04(c)(ii). 

  
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 “Borrowing Request” means a request by the Borrower for a Borrowing in
accordance with Section 2.03 or Section 2.09(c) in substantially the form of Exhibit E or such other form as may be mutually agreed by the Borrower and the Administrative Agent. 

“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. 
 “Cash Equivalents” means (a) marketable direct obligations issued by, or unconditionally
guaranteed by, the United States Government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition; (b) certificates of deposit, time
deposits, Eurodollar time deposits or overnight bank deposits having maturities of twelve (12) months or less from the date of acquisition issued by any Lender or by any commercial bank organized under the laws of the United States of any state
thereof having combined capital and surplus of not less than $500,000,000; (c) commercial paper of an issuer rated at least A-1 by S&P or P-1 by Moody’s, or carrying an equivalent rating by a nationally recognized rating agency, if
both of the two named rating agencies cease publishing ratings of commercial paper issuers generally, and maturing within 270 days from the date of acquisition; (d) repurchase obligations of any Lender or of any commercial bank satisfying the
requirements of clause (b) of this definition, having a term of not more than thirty (30) days, with respect to securities issued or fully guaranteed or insured by the United States government; or (e) money market or other mutual
funds substantially all of whose assets comprise securities of the type described in clauses (a) through (d) above. 

“Cash Management Agreement” means any agreement to provide cash management services, including, but not limited to, treasury,
depository, overdraft, credit or debit card, electronic funds transfer and other cash management services. 
 “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. 
 “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 Obligors or their respective Subsidiaries. 

“Change in Control” means (a) any “person” or “group” (as such terms are used in Sections 13(d) and
14(d) of the Exchange Act), excluding the Permitted Holders, shall become the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), 

  
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directly or indirectly, of (x) more than thirty-five percent (35%) of the then outstanding voting stock of the Parent Guarantor and (y) a greater percentage of the then outstanding
voting stock of the Parent Guarantor than the percentage then owned, directly or indirectly, beneficially by the Permitted Holders, (b) Holdings shall cease to own and control 100% of the voting equity interests of the Parent, (c) Holdings
shall cease to own and control directly or indirectly at least 90% of the economic equity interests of the Parent, (d) Parent shall cease to own and control 100% of the voting and economic equity interests of the Borrower; (e) Borrower
shall cease to own and control directly or indirectly 100% of the equity interests of any Subsidiary Guarantor, except pursuant to a transaction permitted by Section 8.10 or Section 9.11, (f) occupation of a majority of
the seats (other than vacant seats) on the board of directors of Holdings, Parent or Borrower by Persons who were neither (i) nominated by the board of directors of Holdings, Parent or the Borrower as applicable nor (ii) appointed by
directors so nominated or (g) any “change in control” (or other similar event, howsoever designated) shall occur under any Material Debt agreement. 

“Change in Law” means the occurrence, (a) after the date of this Agreement, of any of the following: (i) the
adoption of any law, rule or regulation by any Governmental Authority, (ii) 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,
(iii) compliance by any Lender or any Issuing Bank (or, for purposes of Section 5.01(a)(i), by any lending office of such Lender or by such Lender’s or such 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 and (b) regardless of the date enacted, any of the following: (i) all requests, rules, guidelines
or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or any Governmental Authority, in each case pursuant to Basel III or (ii) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith. 

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

“Collateral” means substantially all Property of the Borrower and each Guarantor described in any Security Instrument as
security for the Obligations, and all other Property that now exists or is hereafter acquired and secures (or is intended to secure) the Obligations. 

“Commitment” means collectively the Revolving Loan Commitment and the Term Loan Commitment. 

“Commitment Fee Rate” has the meaning assigned such term in the definition of Applicable Margin. 

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

  
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 “Conforming Borrowing” means, for any day, (a) at any time the outstanding
principal amount of the Revolving Loans is less than or equal to the Conforming Borrowing Base then in effect, 100% of such Revolving Loans and (b) at any time the outstanding principal amount of the Revolving Loans is greater than the
Conforming Borrowing Base, the portion of such Revolving Loans outstanding on such day that is equal to the product of (i) the outstanding principal amount of such Revolving Loans multiplied by (ii) a fraction the numerator of which is the
Conforming Borrowing Base in effect on such day, and the denominator of which is the Borrowing Base in effect on such day of determination. 

“Conforming Borrowing Base” means an amount determined in accordance with Section 2.07, as the same may be
adjusted from time to time pursuant to the terms of this Agreement. 
 “Connection Income Taxes” means Other Connection
Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes (imposed in lieu of net income taxes) or branch profits Taxes. 

“Consolidated Cash Balance” means, at any time of determination, (a) the sum of the aggregate amount of cash or Cash
Equivalents, in each case, held or owned by (whether directly or indirectly), credited to the account of, or otherwise reflected as an asset on the balance sheet of, the Parent Guarantor and other Obligors minus (b) the sum of
(i) Excluded Accounts, (ii) amounts designated to be paid as purchase price under a binding acquisition agreement within thirty (30) days of the applicable Consolidated Cash Measurement Day and (iii) good faith estimate of any
issued checks or initiated wires or ACH transfers to the extent not already deducted pursuant to subpart (a) above and (iv) the General Unsecured Claims Amount held in the General Unsecured Claims Account and the amount of the then current
balance held in the Professional Fee Escrow Account. 
 “Consolidated Cash Measurement Day” means each Friday of each week
or such other Business Day of each week as the Administrative Agent and the Borrower may agree, commencing with the first full calendar week following the Effective Date. 

“Consolidated Net Income” means with respect to the Parent Guarantor and its Consolidated Subsidiaries, for any period, the
aggregate of the net income (or loss) of the Borrower and the Consolidated Subsidiaries after allowances for taxes for such period determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded from such net
income (to the extent otherwise included therein) the following (without duplication): (a) the net income of any Person in which the Borrower or a Consolidated Subsidiary has an interest (which interest does not cause the net income of such
other Person to be consolidated with the net income of the Borrower and the Consolidated Subsidiaries in accordance with GAAP), except to the extent of the amount of dividends or distributions actually paid in cash during such period by such other
Person to the Borrower or to a Consolidated Subsidiary, as the case may be; (b) the net income (but not loss) during such period of any Consolidated Subsidiary to the extent that the declaration or payment of dividends or similar distributions
or transfers or loans by that Consolidated 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 Subsidiary or is otherwise
restricted or prohibited, in each case determined in accordance with GAAP; (c) any extraordinary gains or losses during such period; (d) non-cash gains, losses or adjustments under FASB Statement No. 133 as a result of changes in the
fair market value of derivatives; (e) any gains or losses attributable to writeups or 

  
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CREDIT AGREEMENT 









 
writedowns of assets, including ceiling test writedowns; and (f) non-cash share-based payments under FASB Statement No. 123R; and provided further that if the Borrower or any
Consolidated Subsidiary shall acquire or dispose of any Property during such period, then Consolidated Net Income shall be calculated after giving pro forma effect to such acquisition or disposition, as if such acquisition or disposition had
occurred on the first day of such period. 
 “Consolidated Subsidiary” means each Subsidiary of the Parent Guarantor
(whether now existing or hereafter created or acquired) the financial statements of which are (or should be) consolidated with the financial statements of the Parent Guarantor in accordance with GAAP. 

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or
policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. For the purposes of this definition, and without limiting the generality of the foregoing, any Person that owns directly or indirectly ten
(10%) or more of the Equity Interests having ordinary voting power for the election of the directors or other governing body of a Person will be deemed to “control” such other Person. “Controlling” and
“Controlled” have meanings correlative thereto. 
 “Controlled Proceeds Accounts” means each and every
cash, Cash Equivalent or securities deposit or securities account maintained by each Obligor or any of their respective Subsidiaries at any time (other than Excluded Accounts), all of which are set forth on Schedule 7.25 attached hereto
and all of which are subject to Account Control Agreements. 
 “Credit Bid” means an offer submitted by the Administrative
Agent (on behalf of the Lenders), based upon the instruction of the Required Lenders, to acquire the Property or Equity Interests of the Borrower or any Guarantor or any portion thereof in exchange for and in full and final satisfaction of all or a
portion (as determined by the Administrative Agent, based upon the instruction of the Required Lenders) of the claims and Obligations under this Agreement and other Loan Documents. 

“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, accrued expenses, liabilities or other obligations of such Person, in each such case to pay the deferred purchase price of Property or services (other than (i) accrued pension costs and other
employee benefit and compensation obligations arising in the ordinary course of business and (ii) accounts payable incurred in the ordinary course of business which are either (A) not overdue by more than 60 days or (B) being
contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP); (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, provided that the amount of Debt for purposes of this clause (f) shall be an amount equal to the lesser of the unpaid amount of such Debt and the fair market value of the encumbered Property; (g) all Debt (as defined in the
other clauses of this definition) of others guaranteed by such Person or 

  
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with respect to which such Person otherwise assures a creditor against loss of the Debt (howsoever such assurance shall be made) to the extent of the lesser of the amount of such Debt and the
maximum stated amount of such guarantee or assurance against loss; (h) all obligations or undertakings of such Person to maintain or cause to be maintained the financial position or covenants of others or to purchase the Debt of others;
(i) obligations to deliver commodities, goods or services, including, without limitation, Hydrocarbons, in consideration of one or more advance payments, other than gas balancing arrangements in the ordinary course of business (but only to the
extent of such advance payments); (j) obligations under “take or pay” or similar agreements (other than obligations under firm transportation or drilling contracts); (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 of such Person; and (m) the undischarged balance of any production payment created by such
Person or for the creation of which such Person directly or indirectly received payment. The Debt of any Person shall include all obligations of such Person of the character described above to the extent such Person remains legally liable in respect
thereof notwithstanding that any such obligation is not included as a liability of such Person under GAAP. 
 “Default”
means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default. 

“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 non-funding thereof is 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) failed, within three Business Days
after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be
a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), (d) 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 such failure to pay is the subject of a good faith dispute, (e) become the subject of a Bail-in Action, or (f) 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, other than by way of an Undisclosed Administration, 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 so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United Sates or
from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority or agency thereof) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. 

  
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 “Disqualified Capital Stock” means any Equity Interest that, by its terms (or by
the terms of any security into which it is convertible or for which it is exchangeable) or upon the happening of any event, matures or is mandatorily redeemable for any consideration other than other Equity Interests (which would not constitute
Disqualified Capital Stock), pursuant to a sinking fund obligation or otherwise, or is convertible or exchangeable for Debt or redeemable for any consideration other than other Equity Interests (which would not constitute Disqualified Capital Stock)
at the option of the holder thereof, in whole or in part, on or prior to the date that is 91 days 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 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,
(a) Consolidated Net Income for such period plus (b) the following expenses or charges to the extent deducted in the calculation of Consolidated Net Income for such period: (i) exploration expenses, (ii) Interest Expense,
(iii) income or franchise taxes, (iv) depreciation, depletion, amortization and other non-cash charges and losses, (v) documented and reasonable non-Affiliate third party fees, costs and expenses paid for attorneys, accountants,
bankers and other advisors incurred in connection with (x) sales of Property or (y) issuance of Equity Stock by the Borrower, Parent, or Holdings, including without limitation thereof, an initial public offering, in each case to the extent
such non-Affiliate third party fees, costs and expenses are fully paid from the gross proceeds of such (x) sales of Property or (y) issuance of Equity Stock by the Borrower, Parent, or Holdings; and (vi) any losses from an early
unwind of any Swap Agreement, minus (c) the following income or gains to the extent included in the calculation of Consolidated Net Income for such period: (i) all interest income, (ii) all non-cash income and gains,
(iii) all cancellation of debt income and (iv) any gains from an early unwind of any Swap Agreement; provided that if the Borrower or any Consolidated Subsidiary shall acquire or dispose of any Property (including Equity Interests
of a Subsidiary) during such period, then, to the extent not reflected in the pro forma calculation of Consolidated Net Income, EBITDA shall be calculated after giving pro forma effect to such acquisition or disposition, as if such acquisition or
disposition had occurred on the first day of such period; provided further that no such pro forma calculation shall be required for acquisitions or dispositions, in the ordinary course of business that in the aggregate are less than the
lesser of (x) $50,000,000 and (y) five percent (5%) of the Borrowing Base. 
 “EDGAR” means the Electronic
Data Gathering Analysis and Retrieval system operated by the SEC. 

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

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

“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative
authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution. 

“Effective Date” means the date on which (a) the conditions specified in Section 6.01 are satisfied (or
waived in accordance with Section 12.02) and (b) the initial funding or deemed funding of the Loans and the deemed issuance of the Existing Letters of Credit occurs. 

“Enforcement Action” means any action to enforce any Obligations or Loan Documents or to exercise any rights or remedies
relating to any Collateral (whether by judicial action, self-help, notification of account debtors, setoff or recoupment, credit bid, action in an Obligor’s Insolvency Proceeding or otherwise). 

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

“Environmental Laws” means any and all Governmental Requirements pertaining in any way to health and safety (to the extent
relating to exposure to Hazardous Materials), the environment or the preservation or reclamation of natural resources, in effect in any and all jurisdictions in which the Borrower or any Subsidiary is conducting or at any time has conducted
business, or where any Property of the Borrower or any Subsidiary is located, including 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, and Hazardous Materials Transportation Act, as
amended. 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 mean those waste that are excluded from the definition of
“hazardous waste” pursuant to 40 C.F.R. Section 261.4(b)(5) (“Section 261.4(b)(5)”); provided, however, that (a) in the event either OPA, CERCLA, RCRA or Section 261.4(b)(5) is amended
so as to broaden the meaning of any term defined thereby, such broader meaning shall apply subsequent to the effective date of such amendment and (b) to the extent the laws of the state or other jurisdiction in which any Property of the
Borrower or any 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 261.4(b)(5), such broader meaning shall apply. 

  
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 “Environmental Permit” means any permit, registration, license, approval,
consent, exemption, variance, or other authorization of a Governmental Authority required under or issued pursuant to applicable Environmental Laws. 

“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 of the foregoing. 

“Equipment and Facilities” means all hereditaments, appurtenances and properties in anywise appertaining, belonging, affixed
or incidental to Hydrocarbon Interests or the lands pooled or unitized therewith, including, without limitation, any and all property, real or personal, situated upon the Hydrocarbon Interests or the lands pooled or unitized therewith, or used, held
for use, or useful in connection with the operating, working or development of any of such Hydrocarbon Interests or the lands pooled or unitized therewith, or with the production, sale, purchase, exchange, treatment, processing, handling, storage,
transporting or marketing of Hydrocarbons from or attributable to such Hydrocarbon Interests or the lands pooled or unitized therewith, including, without limitation, any and all oil wells, gas wells, injection wells or other wells, buildings,
structures, fuel separators, liquid extraction plants, plant compressors, pumps, pumping units, pipelines, sales and flow lines, gathering lines and systems, field gathering systems, salt water disposal facilities, tanks and tank batteries,
processing plants, fixtures, valves, fittings, machinery and parts, engines, boilers, meters, apparatus, equipment, facilities, appliances, tools, implements, cables, wires, towers, casing tubing and rods, surface leases, rights-of-way, easements,
servitudes, licenses and other surface and subsurface rights together with all additions, substitutions, replacements, accessions and attachments to any and all of the foregoing. 

“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 Obligors or their
respective Subsidiaries would be deemed to be a “single employer” within the meaning of Section 4001(b)(1) of ERISA or subsections (b), (c), (m) or (o) of Section 414 of the Code. 

“ERISA Event” means (a) a reportable event described in Section 4043 of ERISA and the regulations issued
thereunder, (b) the withdrawal of the Obligors or their respective Subsidiaries or any ERISA Affiliate from a Plan during a plan year in which it was a “substantial employer” as defined in Section 4001(a)(2) of ERISA,
(c) the filing of a notice of intent to terminate a Plan or the treatment of a Plan amendment as a termination under Section 4041 of ERISA, (d) the institution of proceedings to terminate a Plan by the PBGC, (e) receipt by the
Obligors or their respective Subsidiaries or any ERISA Affiliate of a notice of withdrawal liability pursuant to Section 4202 of ERISA with respect to any Multiemployer Plan, (f) the failure of a Plan to meet the minimum funding standards
under Section 412 of the Code or Section 302(c) of ERISA (determined without regard to Section 412(c) of the Code or Section 303(c) of ERISA), (g) the failure of a Plan to satisfy the requirements of Section 401(a)(29)
of the Code, Section 436 of the Code or Section 206(g) of ERISA or (h) any other event or condition which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer,
any Plan. 

  
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 “EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule
published by the Loan Market Association (or any successor person), as in effect from time to time. 
 “Eurodollar”, when
used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the 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 recorded and 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 more than 60 days 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 more than 60 days delinquent or which are being
contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP, provided that any such Lien referred to in this clause does not materially impair the use of the Property covered by
such Lien for the purposes for which such Property is held by the Obligors or their respective Subsidiaries or materially impair the value of material Property subject thereto; (e) Liens arising solely by virtue of any statutory or common law
provision relating to banker’s liens, rights of set-off or similar rights and remedies and burdening only deposit accounts or other funds maintained with a creditor depository institution, provided that no such deposit account is a
dedicated cash collateral account or is subject to restrictions against access by the depositor in excess of those set forth by regulations promulgated by the Board and no such deposit account is intended by the Obligors or their respective
Subsidiaries to provide collateral to the depository institution; (f) easements, restrictions, servitudes, permits, conditions, covenants, exceptions or reservations in any Property of the Obligors or their respective Subsidiaries for the
purpose of roads, pipelines, transmission lines, transportation lines, 

  
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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, zoning restrictions, rights of way,
facilities and equipment, that do not secure any monetary obligations and which in the aggregate do not materially impair the use of such Property for the purposes of which such Property is held by the Obligors or their respective Subsidiaries or
materially impair the value of any material 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 on any Property, including Oil and Gas Property, not giving
rise to an Event of Default; (i) Liens pursuant to merger agreements, stock purchase agreements, asset sale agreements and similar agreements (1) limiting the transfer of properties and assets pending consummation of the subject
transaction or (2) in respect of earnest money deposits, good faith deposits, purchase price adjustment escrows and similar deposits and escrow arrangements made or established thereunder and (j) Liens arising from precautionary Uniform
Commercial Code financing statement filings entered into by the Borrower and the Subsidiaries covering Property under true leases entered into in the ordinary course of business; provided, further 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; provided further, 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 any Excepted Liens. 

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

 “Excluded Account Cap” means an aggregate amount less than or equal to $2,500,000.00 at any time in all Excluded
Accounts. 
 “Excluded Accounts” means, with respect to the Borrower or any Subsidiary, each deposit account set forth on
Section 7.25 as an “Excluded Account” and that is not subject to an Account Control Agreement, to the extent used for (a) payroll accounts containing a balance not exceeding the amount of payroll expenses for one payroll
period at any time, (b) tax withholding accounts, (c) employee benefit trust accounts, (d) zero balance accounts (other than lockbox accounts, to the extent Account Control Agreements are permitted by the applicable depository bank),
(e) petty cash accounts containing a balance not exceeding $25,000 per account at any time and not to exceed $250,000 for all such accounts in the aggregate, (f) trust accounts holding royalty payment and working interest payments solely
to the extent constituting property of a third party held in trust, (g) the General Unsecured Claims Account and (h) the Professional Fee Escrow Account. 

“Excluded Swap Obligation” means, with respect to the Borrower or any Guarantor, (a) as it relates to all or a portion
of any guarantee of the Borrower or such Guarantor, any Swap Obligation if, and to the extent that, such Swap Obligation (or any guarantee in respect thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of
the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of the Borrower’s or such Guarantor’s failure for any reason to constitute an “eligible contract participant” as
defined in the Commodity Exchange Act and the regulations 

  
 15 

CREDIT AGREEMENT 









 
thereunder at the time the guarantee of the Borrower or such Guarantor becomes effective with respect to such Swap Obligation or (b) as it relates to all or a portion of the grant by the
Borrower or such Guarantor of a security interest, any Swap Obligation if, and to the extent that, such Swap Obligation (or such security interest in respect thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or
order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of the Borrower’s or such Guarantor’s failure for any reason to constitute an “eligible contract
participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the security interest of the Borrower or such Guarantor becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a
master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such guarantee or security interest is or becomes illegal. 

“Excluded Taxes” means, with respect to the Administrative Agent, any Lender, any 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 (however denominated), in each case,
(i) by the United States of America or such other jurisdiction (or political subdivision thereof) 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, or (ii) that are Other Connection Taxes, (b) any branch profits Taxes imposed by the United States of America or any similar Tax imposed by any other jurisdiction (or political subdivision thereof) in
which the Borrower or any Guarantor is located, (c) in the case of a Lender any withholding Tax that is imposed on amounts payable to such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect at the
time such Lender becomes a party to this Agreement (or designates a new lending office), unless such Lender (or its assignor, if any) was entitled at the time of designation of a new lending office (or assignment) to receive additional amounts with
respect to such withholding Tax pursuant to Section 5.03(a) or Section 5.03(c), (d) any Taxes attributable to a recipient’s failure to comply with Section 5.03(e) and (e) any U.S. federal
withholding Taxes imposed under FATCA. 
 “Exemption Period” means any period during which the notional amounts of Swap
Agreements in respect of interest rates (when aggregated with all other Swap Agreements of the Obligors or their respective Subsidiaries then in effect effectively converting interest rates from floating to fixed) exceed 100% of the then outstanding
principal amount of the Borrower’s Debt for borrowed money which bears interest at a floating rate as a result of the Borrower’s repayment of Loans with the proceeds of any sale or issuance of Equity Interests or the proceeds of any Debt
permitted to be incurred under this Agreement; provided, that such period occurs between (a) the date on which the Borrower or a Subsidiary signs a definitive acquisition agreement for any acquisition of Property or Equity Interests of
any Person not prohibited by this Agreement and (b) the earliest of (i) the date such acquisition is consummated, (ii) the date such acquisition is terminated and (iii) 90 days after such definitive acquisition agreement was
executed (or such longer period as to which the Administrative Agent may agree). 
 “Existing Letters of Credit” means
(a) Standby Letter of Credit # IS0253913U, in the amount of $500,000 issued by Wells Fargo Bank, N.A., to Zurich American Insurance Company, as beneficiary, with an expiry date of October 23, 2017, (b) Standby Letter of Credit #


  
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CREDIT AGREEMENT 









 
IS0269622U, in the amount of $300,000 issued by Wells Fargo Bank, N.A., to Claiborne Electric Cooperative, Inc., as beneficiary, with an expiry date of January 20, 2018, (c) Standby
Letter of Credit # IS0275724U, in the amount of $685,000 issued by Wells Fargo Bank, N.A., to Zurich American Insurance Company, as beneficiary, with an expiry date of February 13, 2017, (d) Standby Letter of Credit # IS0365086U, in the
amount of $335,000 issued by Wells Fargo Bank, N.A., to Starr Indemnity & Liability Company, as beneficiary, with an expiry date of January 8, 2018, (e) Standby Letter of Credit # LINN IS0010865, in the amount of $425,000 issued
by Wells Fargo Bank, N.A., to Liberty Mutual Insurance Company, as beneficiary, with an expiry date of November 1, 2017, (f) Standby Letter of Credit # LINN IS0010913, in the amount of $11,015 issued by Wells Fargo Bank, N.A., to Lea
County Electric Cooperative, as beneficiary, with an expiry date of March 1, 2018, (g) Standby Letter of Credit # LINN IS0010937, in the amount of $2,927,100 issued by Wells Fargo Bank, N.A., to City of Industry, as beneficiary, with an
expiry date of July 16, 2017, (h) Standby Letter of Credit # LINN IS0011004, in the amount of $1,000,000 issued by Wells Fargo Bank, N.A., to Brea Hills, LLC, as beneficiary, with an expiry date of August 4, 2017. 

“Extraordinary Expenses” means all costs, expenses or advances that the Administrative Agent may incur during a Default or
Event of Default, or during the pendency of an Insolvency Proceeding of an Obligor, including those relating to (a) any audit, inspection, repossession, storage, repair, appraisal, insurance, manufacture, preparation or advertising for sale,
sale, collection, or other preservation of or realization upon any Collateral; (b) any action, arbitration or other proceeding (whether instituted by or against the Administrative Agent, any Lender, any Obligor, any representative of creditors
of an Obligor or any other Person) in any way relating to any Collateral (including the validity, perfection, priority or avoidance of the Administrative Agent’s Liens with respect to any Collateral), Loan Documents, Letters of Credit or other
Obligations, including any lender liability or other Claims; (c) the exercise of any rights or remedies of the Administrative Agent in, or the monitoring of, any Insolvency Proceeding; (d) settlement or satisfaction of taxes, charges or
Liens with respect to any Collateral; (e) any Enforcement Action; and (f) negotiation and documentation of any modification, waiver, workout, restructuring or forbearance with respect to any Loan Documents or Obligations. Such costs,
expenses and advances include transfer fees, Other Taxes, storage fees, insurance costs, permit fees, utility reservation and standby fees, legal fees of outside counsel, appraisal fees, brokers’ and auctioneers’ fees and commissions,
accountants’ fees, environmental study fees, wages and salaries paid to employees of any Obligor or independent contractors in liquidating any Collateral, and reasonable travel and other expenses. 

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (and any amendment or successor
provisions that are substantively comparable and which do not impose criteria that are materially more onerous to comply with than those contained in such Sections), any current or future regulations or official interpretations thereof and any
agreements entered into pursuant to Section 1471(b)(1) of the Code, and any applicable intergovernmental agreement entered into in connection with the implementation of such sections of the Code. 

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

  
 CREDIT
AGREEMENT 
 17 









 “Federal Funds Effective Rate” means, for any day, the weighted average of the
rates on overnight Federal funds transactions with members of the Federal Reserve System, as published on the next succeeding Business Day by the Federal Reserve Bank of New York; provided, that if the Federal Funds Effective Rate shall be less than
zero, such rate shall be deemed to be zero for purposes of this Agreement. 
 “Financial Officer” means, for any Person,
the chief financial officer, principal accounting officer, treasurer or controller of such Person. Unless otherwise specified, all references to a Financial Officer herein mean a Financial Officer of the Borrower. 

“Financial Statements” means as of the date specified for delivery in accordance with Section 6.01 or Section 8.01,
each of (a) the consolidated pro forma fresh start accounting balance sheet of Obligors, (b) the consolidated fresh start accounting balance sheet of the Obligors, (c) each consolidated and consolidating balance sheet and related
statements of operations, cash flows, and as applicable, member’s or shareholder’s equity, as at the applicable reporting period end, in each case, as set forth in Sections 8.01(a) and (b). 

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

“Flood Disaster Protection Act” means 42 U.S.C. 4002, as amended from time to time. 

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

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

“Funded Debt” means any Debt of the type described in clause (a), (e), (i) or (m) of the definition thereof other
than Loans. 
 “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. 
 “General Unsecured Claims” means
those disputed claims under the Restructuring Proceedings which (i) have not been paid in full pursuant to a final order of the Bankruptcy Court, (ii) are not Unsecured Notes Claims (as defined in the Plan of Reorganization) and
(iii) are not Second Lien Notes Claims (as defined in the Plan of Reorganization). 
 “General Unsecured Claims
Account” means a separate, designated deposit account that is an Excluded Account and in which the Borrower or other Obligor has deposited funds on the Effective Date and which funds are reserved solely to satisfy the Allowed General
Unsecured Claims; provided such account shall cease to be an Excluded Account when the General Unsecured Claims have been settled or paid. 

“General Unsecured Claims Amount” means $40,000,000 as such amount may be reduced by payments in respect of General Unsecured
Claims. 

  
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CREDIT AGREEMENT 









 “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 Obligors or their respective Subsidiaries, any of their Properties, the Administrative Agent, any 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. 
 “Guarantor” means each of the Parent Guarantor, each Subsidiary
Guarantor, and each other Person that becomes a guarantor of the Obligations hereunder. 
 “Guaranty Agreement” means the
Guaranty Agreement, substantially in the form attached hereto as Exhibit C-1, executed by the Guarantors in favor of the Administrative Agent for the benefit of the Lenders, unconditionally guarantying on a joint and several basis,
payment and performance of the Obligations, as the same may be amended, modified or supplemented from time to time. 
 “Hazardous
Material” means any substance regulated or as to which liability might arise under any applicable Environmental Law and including, without limitation: (a) any chemical, compound, material, product, byproduct, substance or waste defined
as or included in the definition or meaning of “hazardous substance,” “hazardous material,” “hazardous waste,” “solid waste,” “toxic waste,” “extremely hazardous substance,” “toxic
substance,” “contaminant,” “pollutant,” or words of similar meaning or import found in any applicable Environmental Law; (b) petroleum hydrocarbons, petroleum products, petroleum substances, natural gas, oil, oil and
gas waste, crude oil, and any components, fractions, or derivatives thereof; and (c) radioactive materials, asbestos containing materials, polychlorinated biphenyls, or radon. 

“Highest Lawful Rate” means, with respect to each Lender, the maximum non-usurious interest rate, if any, that at any time or
from time to time may be contracted for, taken, reserved, charged or received on the Notes or on other Obligations 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 non-usurious interest rate than applicable laws allow as of the date hereof. 

“Holdings’ Incentive Plan” means the Linn Energy, Inc. 2017 Omnibus Incentive Plan as in effect as of the Effective
Date. 
 “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. 

  
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CREDIT AGREEMENT 









 “Hydrocarbons” means oil, gas, casinghead gas, drip gasoline, natural gasoline,
condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons and all products refined or separated therefrom. 
 “Indemnified
Taxes” means (a) Taxes other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Obligor under any Loan Document, and (b) to the extent not otherwise described in clause
(a), Other Taxes. 
 “Indemnitee” has the meaning assigned such term in Section 12.03(b). 

“Information” has the meaning assigned such term in Section 12.11. 

“Initial Reserve Report” means that certain draft Reserve Report prepared by DeGolyer and MacNaughton with respect to Oil and
Gas Properties of the Obligors or their respective Subsidiaries, as of December 31, 2016. 
 “Insolvency Proceeding”
means any case or proceeding commenced by or against a Person under any state, federal or foreign law for, or any agreement of such Person to, (a) the entry of an order for relief under the Bankruptcy Code, or any other insolvency, debtor
relief or debt adjustment law; (b) the appointment of a receiver, trustee, liquidator, administrator, conservator or other custodian for such Person or any part of its Property; or (c) an assignment or trust mortgage for the benefit of
creditors. 
 “Interest Election Request” means a request by the Borrower to convert or continue a Borrowing in accordance
with Section 2.04 in substantially the form of Exhibit F. 
 “Interest Expense” means, for any period,
the sum (determined without duplication) of the aggregate gross interest expense of the Borrower and the Consolidated Subsidiaries for such period, including (a) to the extent included in interest expense under GAAP, unless otherwise provided
in (iii) below: (i) amortization of debt discount, (ii) capitalized interest and (iii) 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 and (b) cash dividend payments by the Parent Guarantor, Borrower or their respective Subsidiaries in respect of any Disqualified
Capital Stock; but excluding non-cash gains, losses or adjustments under FASB Statement No. 133 as a result of changes in the fair market value of derivatives. 

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

  
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CREDIT AGREEMENT 









 “Interim Redetermination” has the meaning assigned such term in
Section 2.07(b). 
 “Investment” means, for any Person: (a) an 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); provided, however, no commitment to make any such acquisition shall be an Investment for purposes of this Agreement to the extent the terms of such commitment provide for (i) a
consent from applicable Lenders pursuant to Section 12.02 or (ii) a pay-off in full or refinancing in full of the Loans, in each case, as a condition to the closing of such acquisition, (b) the making of any deposit with, or
advance, loan or capital contribution to, assumption of Debt of, purchase or other acquisition of any other Debt or equity participation or interest in, or other extension of credit to, any other Person (including the purchase of Property from
another Person subject to an understanding or agreement, contingent or otherwise, to resell such Property to such Person, but excluding any such advance, loan or extension of credit having a term not exceeding ninety (90) days representing the
purchase price of inventory or supplies sold by such Person in the ordinary course of business); 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 of any other Person and (without duplication) any amount committed to be advanced, lent, or extended to such Person, provided that, the amount of the Investment represented by such guarantee or contingent obligation shall be
the lesser of the amount of the Debt that is the subject of such guarantee or contingent obligation and the maximum stated amount of such guarantee or contingent obligation. 

“Issuing Bank” means each of Wells Fargo and any other Lender agreeing to act as an Issuing Bank, in its capacity as an
issuer of Letters of Credit hereunder, and its successors in such capacity as provided in Section 2.08(i). Any Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing
Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate. 

“LC Commitment” at any time means Twenty Million Dollars ($20,000,000). 

“LC Disbursement” means a payment made by any Issuing Bank pursuant to a Letter of Credit issued by such Issuing Bank. 

“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 collectively, the Revolving Lenders and the Term Lenders, or either group of such
Lenders, as the context requires. 

  
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CREDIT AGREEMENT 









 “Letter of Credit” means any standby 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 any Issuing Bank relating to any Letter of Credit issued by such Issuing Bank. 

“Leverage Ratio” means, on any date of determination, the ratio of (a) Total Net Debt as of such date to (b) EBITDA
for the twelve month period ending on such date of determination. 
 “LIBO Rate” means, with respect to any Eurodollar
Borrowing for any Interest Period, the greater of (i) 0.0% and (ii) the rate appearing on Reuters Screen LIBOR01 Page as of 11:00 a.m., London time, two Business Days prior to the beginning of such Interest Period as the rate for dollar
deposits with a maturity comparable to such Interest Period. In the event that such rate does not appear on such page (or otherwise on such screen), the “LIBO Rate” shall be determined by reference to such other comparable publicly
available service for displaying Eurodollar rates as may be selected by the Administrative Agent or, in the absence of such availability, by reference to the rate at which the Administrative Agent is offered dollar deposits at or about 11:00 A.M.,
London time, two Business Days prior to the beginning of such Interest Period in the interbank Eurodollar market where its Eurodollar and foreign currency and exchange operations are then being conducted for delivery on the first day of such
Interest Period for the number of days comprised therein. 
 “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 Obligors or their respective Subsidiaries shall be
deemed to be the owner of any Property which they have acquired or hold 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. 
 “Loan Documents” means this Agreement, the Notes, the
Letter of Credit Agreements, the Letters of Credit, the Guaranty Agreement, the Security Instruments, Proposed Borrowing Base Notices, New Borrowing Base Notices, compliance certificates, subordination agreements, intercreditor agreements, landlord
lien waivers, bailee agreements, or other document, instrument or agreement now or hereafter delivered by an Obligor or other Person to the Administrative Agent or a Lender in connection with the Loans borrowed or Letters of Credit issued hereunder.

 “Loans” means collectively the Revolving Loans and the Term Loans, or either class of Loans, as the context requires.


  
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CREDIT AGREEMENT 









 “Majority Lenders” means, at any time while no Loans or LC Exposure are
outstanding, Lenders having more than fifty percent (50.0%) of the sum of the Aggregate Maximum Credit Amounts and Term Loan Commitments; and at any time while any Loans or LC Exposure are outstanding, Lenders holding more than fifty percent
(50.0%) of the outstanding aggregate principal amount of the Loans and participation interests in Letters of Credit (without regard to any sale by a Lender of a participation in any Loan under Section 12.04(c)); provided
that, if at any time there are three or fewer Lenders, then all Lenders shall constitute the Majority Lenders; provided further that the Maximum Credit Amount, the Term Loan Commitment and the outstanding principal amount of the Loans of, and
the participation interests in Letters of Credit held by, each Defaulting Lender (if any) shall be excluded from the determination of Majority Lenders to the extent set forth in Section 4.04(c)(ii). 

“Majority Revolving Lenders” means, at any time while no Revolving Loans or LC Exposure are outstanding, Revolving Lenders
having more than fifty percent (50.0%) of the Aggregate Maximum Credit Amounts; and at any time while any Revolving Loans or LC Exposure are outstanding, Revolving Lenders holding more than fifty percent (50.0%) of the outstanding
aggregate principal amount of the Revolving Loans and participation interests in Letters of Credit (without regard to any sale by a Revolving Lender of a participation in any Revolving Loan under Section 12.04(c)); provided that,
if at any time there are three or fewer Revolving Lenders, then all Revolving Lenders shall constitute the Majority Lenders; provided further that the Maximum Credit Amount and the outstanding principal amount of the Revolving Loans of, and
the participation interests in Letters of Credit held by, each Defaulting Revolving Lender (if any) shall be excluded from the determination of Majority Revolving Lenders to the extent set forth in Section 4.04(c)(ii). 

“Majority Term Lenders” means, at any time while no Term Loans are outstanding, Term Lenders having more than fifty percent
(50.0%) of the Term Loan Commitments; and at any time while any Term Loans are outstanding, Term Lenders holding more than fifty percent (50.0%) of the outstanding aggregate principal amount of the Term Loans (without regard to any sale by
a Term Lender of a participation in any Term Loan under Section 12.04(c)); provided that, if at any time there are three or fewer Term Lenders, then all Term Lenders shall constitute the Majority Term Lenders; provided
further that the Term Loan Commitments and the outstanding principal amount of the Term Loans of held by each Defaulting Term Lender (if any) shall be excluded from the determination of Majority Term Lenders to the extent set forth in
Section 4.04(c)(ii). 
 “Managers” means the members of the board of managers or board of directors (however
designated from time to time) of the Borrower as constituted from time to time. 
 “Material Adverse Effect” means a
material adverse change in, or material adverse effect on (a) the business, operations, Property or financial condition of the Borrower and the Guarantors taken as a whole, (b) the ability of the Borrower and the Guarantors, taken as a
whole, to perform their obligations under the Loan Documents, (c) the validity or enforceability of any Loan Document or (d) the rights and remedies of the Administrative Agent, any Issuing Bank or any Lender under the Loan Documents. 


  
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CREDIT AGREEMENT 









 “Material Debt” 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 Obligors or their respective Subsidiaries in an aggregate principal amount exceeding $20,000,000. For purposes of determining Material Debt, the “principal
amount” of the obligations of the Obligors or their respective Subsidiaries in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Obligors or their respective
Subsidiaries would be required to pay if such Swap Agreement were terminated at such time. 
 “Maturity Date” means
February 27, 2021; provided, however, the Non-Conforming Borrowing Base shall terminate on the Non-Conforming Period Termination Date. 

“Maximum Credit Amount” means, as to each Revolving Lender, the amount set forth opposite such Revolving Lender’s name
on Annex II (as such Annex II may be amended from time to time in connection with any modification to any Maximum Credit Amount or Aggregate Maximum Credit Amounts pursuant to this Agreement) 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). 
 “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 created under the terms of the Security Instruments. 

“Multiemployer Plan” means a multiemployer plan as defined in Section 3(37) or 4001 (a)(3) of ERISA to which any
Borrower or any Subsidiary or any ERISA Affiliate is making or accruing an obligation to make contributions, or has within the six calendar years preceding the date hereof, made or accrued an obligation to make contributions. 

“Net Cash Proceeds” means with respect to any incurrence or issuance of any Funded Debt, any Sale of Property, any Casualty
Event and any termination or creation of off-setting positions in respect of hedge positions, the cash proceeds received therefrom (including, with respect to any Casualty Event, any insurance proceeds or condemnation awards in respect of such
Casualty Event actually received by or paid to or for the account of the Borrower or any Subsidiary), net of attorneys’ fees, investment banking fees, accountants’ fees, underwriting discounts, taxes paid or reasonably estimated to be
actually payable in connection therewith (including, for the avoidance of doubt, any income, withholding and other taxes payable as a result of the distribution of such proceeds to the Borrower) and commissions and other customary fees and expenses
actually incurred in connection therewith. 
 “New Borrowing Base Notice” has the meaning assigned such term in
Section 2.07(d). 
 “Non-Conforming Borrowing” means, for any day, the portion of the Revolving Loans
outstanding that is equal to the outstanding principal amount of such Revolving Loans on such day minus the corresponding Conforming Borrowing. 

  
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CREDIT AGREEMENT 









 “Non-Conforming Borrowing Base” means, at any time during the Non-Conforming
Period, an amount equal to the Borrowing Base minus the Conforming Borrowing Base, but at no point less than zero dollars ($0.00). 

“Non-Conforming Period” means the period from and including the Effective Date to and including the Non-Conforming Period
Termination Date 
 “Non-Conforming Period Termination Date” means the earlier to occur of (a) August 28, 2020,
and (b) the date on which the Borrower delivers written notification to the Administrative Agent of its election to permanently and irrevocably terminate the Non-Conforming Period (the
“Non-Conforming Period Termination Notice”), which notice shall be irrevocable and effective immediately upon delivery of such notice, provided that no Non-Conforming Borrowings shall
be outstanding at the time of the delivery of such notification or all of such Non-Conforming Borrowings shall be paid in full upon delivery of the Non-Conforming Period Termination Notice. 

“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time. 

“Notes” means the Revolving Loan Notes and the Term Loan Notes. 

“NYMEX Pricing” means, as of any date of determination with respect to any month or year as applicable (i) for crude
oil, the closing settlement price for the Light, Sweet Crude Oil futures contract for such month or year as applicable, and (ii) for natural gas, the closing settlement price for the Henry Hub Natural Gas futures contract for such month or year
as applicable, in each case as published by New York Mercantile Exchange (NYMEX), or any successor thereto (as such price may be corrected or revised from time to time by the NYMEX in accordance with its rules and regulations). 

“Obligors” means collectively the Borrower, the Parent Guarantor and each other Person that becomes a Guarantor pursuant to
the terms of this Agreement. 
 “Obligations” means, without duplication, any and all amounts owing or to be owing by the
Borrower or any other Obligor (whether direct or indirect (including those acquired by assumption or novation), absolute or contingent, due or to become due, now existing or hereafter arising): (a) to the Administrative Agent, any Issuing Bank
or any Lender under any Loan Document; and all renewals, extensions and/or rearrangements of any of the above and (b) to any Secured Hedge Provider under any Secured Swap Agreement; provided that, Excluded Swap Obligations shall not be
Obligations of any Obligor that is not a Qualified ECP Guarantor. For the avoidance of doubt, Obligations shall include all (a) principal of and premium, if any, on the Loans, (b) LC Disbursements and LC Exposure and other obligations of
Obligors with respect to Letters of Credit, (c) interest, expenses, fees, indemnification obligations, Extraordinary Expenses and other amounts payable by Obligors under Loan Documents, (d) Secured Cash Management Obligations, and
(e) other Debts, obligations and liabilities of any kind owing by Obligors pursuant to the Loan Documents, whether now existing or hereafter arising, whether evidenced by a note or other writing, whether allowed in any Insolvency Proceeding,
whether arising from an extension of credit, issuance of a letter of credit, acceptance, loan, guaranty, indemnification or otherwise, and whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, or joint or
several. 

  
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 “OFAC” means the U.S. Department of the Treasury’s Office of Foreign Assets
Control. 
 “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 lands pooled or unitized therewith, or the production, sale, purchase, exchange, treatment, processing, handling, storage, transporting or marketing of Hydrocarbons from or attributable to such
Hydrocarbon Interests or the lands pooled or unitized therewith; (e) all Hydrocarbons in and under and which may be produced and saved or attributable to the Hydrocarbon Interests or the lands pooled or unitized therewith, including all oil in
tanks, and all rents, issues, profits, proceeds, products, revenues and other incomes from or attributable to the Hydrocarbon Interests or the lands pooled or unitized therewith; (f) all tenements, hereditaments, appurtenances and Properties in
any manner appertaining, belonging, affixed or incidental to the Hydrocarbon Interests or the lands pooled or unitized therewith and (g) all Properties, rights, titles, interests and estates, real or personal, now owned or hereafter acquired
and situated upon, or used, held for use or useful in connection with the operating, working or development of any of such Hydrocarbon Interests or lands pooled or unitized therewith, or with the production, sale, purchase, exchange, treatment,
processing, handling, storage, transporting or marketing of Hydrocarbons from or attributable to such Hydrocarbon Interests or the lands pooled or unitized therewith, 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, pipelines, sales and flow lines, gathering lines and systems, field gathering systems, salt water disposal facilities, tanks and tank
batteries, processing plants, fixtures, valves, fittings, machinery and parts, engines, boilers, meters, apparatus, equipment, facilities, appliances, tools, implements, cables, wires, towers, casing, tubing and rods, surface leases, rights-of-way,
easements, servitudes, licenses and other surface and subsurface rights together with all additions, substitutions, replacements, accessions and attachments to any and all of the foregoing. Unless otherwise indicated herein, each reference to the
term “Oil and Gas Properties” shall mean Oil and Gas Properties of the Obligors or their respective Subsidiaries. 

“Organizational Documents” means, with respect to any Person, its charter, certificate or articles of incorporation or
formation, bylaws, articles of organization, limited liability agreement, operating agreement, members agreement, shareholders agreement, partnership agreement, certificate of partnership, certificate of formation, voting trust agreement, or similar
agreement or instrument governing the formation or operation of such Person. 
 “Other Connection 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 other Obligor hereunder or under any other Loan Document, Taxes imposed as a
result of a present or former connection between such recipient and the 

  
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CREDIT AGREEMENT 









 
jurisdiction imposing such Tax (other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under,
received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document). 

“Other Taxes” means all present or future stamp, court, documentary, intangible, recording, filing or similar Taxes that
arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a Lien under, or otherwise with respect to, this Agreement and any other Loan Document, except any such
Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 5.04). 

“Parent Guarantor” has the meaning assigned to such term in the preamble. 

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

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

“Patriot Act” has the meaning assigned to such term in Section 12.16. 

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

“Permitted Holder” means a Person or “group” (within the meaning of Rule 13d-5 of the Securities Exchange Act of
1934 and the rules of the SEC thereunder as in effect on the date hereof) issued Equity Interests on the Effective Date as part of the Plan Rights Offering or any Affiliate of such Person or “group” (within the meaning of Rule 13d-5 of the
Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the date hereof). 
 “Permitted Refinancing
Debt” means Debt (for purposes of this definition, “new Debt”) incurred in exchange for, or proceeds of which are used to extend, renew, replace, defease, discharge, refund, refinance or otherwise retire for value, in whole or in
part (for purposes of this definition, a “Refinancing”), any other Debt or any Permitted Refinancing Debt theretofore incurred (for purposes of this definition, as applicable, the “Refinanced Debt”); provided that (a) such
new Debt is in an aggregate principal amount not in excess of the sum of (i) the original principal amount of the Refinanced Debt and (ii) an amount necessary to pay any fees, expenses, accrued but unpaid interest and premiums related to
such Refinancing plus any original issue discount associated with such new Debt, (b) such new Debt has a stated maturity no earlier than the date that is 180 days after the Maturity Date and (c) such new Debt (and any guarantees thereof)
is subordinated in right of payment to the Obligations (or, if applicable, the Guaranty Agreement) to at least the same extent as the Refinanced Debt or is otherwise subordinated on terms reasonably satisfactory to the Administrative Agent. 

“Permitted Tax Distributions” means distributions to the members of Parent, on or prior to each quarterly estimated U.S.
federal income Tax payment date (or such other dates necessary with respect to payments in respect of Taxes other than estimated U.S. federal income Taxes), in an amount with respect to each member not to exceed with respect to any Tax year the
excess, if any, of (a) the product of (i) the net taxable income of the Parent (as computed for U.S. federal 

  
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CREDIT AGREEMENT 









 
income Tax purposes) attributable to the applicable period and all prior periods in the applicable Tax year allocated by the Parent to such member, (x) based upon (I) the information
returns filed by the Parent, as amended or adjusted to date, and (II) reasonable amounts estimated in good faith by the Parent, in the case of periods within such Tax year for which the Parent has not yet filed information returns (determined by
disregarding any adjustment to the taxable income of any member that arises under Code section 743(b) and is attributable to the acquisition by such member of an interest in the Parent in a transaction described in Code section 743(a)), and
(y) calculated by taking into account Tax losses, deductions and credits for prior periods within such Tax year, multiplied by (ii) the Assumed Tax Rate, over (b) the aggregate amount of distributions made by the Parent to such member
with respect to such Tax year (treating any prior distributions made with respect to tax income or gains for such Tax year, regardless of when made, and any other distribution made during such Tax year, as being made with respect to such Tax year).

 “Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company,
partnership, Governmental Authority or other entity of whatever nature. 
 “Petition Date” has the meaning assigned to such
term in the Recitals. 
 “Plan” means any employee pension benefit plan, as defined in Section 3(2) of ERISA, that is
subject to Title IV of ERISA or Section 412 of the Code and (a) is currently or hereafter sponsored, maintained or contributed to by the Borrower, any of its Subsidiaries 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, any of its Subsidiaries or an ERISA Affiliate. 

“Plan Effective Date” has the meaning assigned to such term in the Recitals. 

“Plan Lender Paydown” means the cash payments equal to the sum of (i) $500,000,000 from cash proceeds of the Plan Rights
Offering, plus (ii) $538,986,056.51 from the Obligors’ Consolidated Cash Balance; provided, that the Obligors and their respective Subsidiaries shall be in compliance with Section 3.04(c)(vii) on a pro forma basis after
giving effect to the Plan Lender Paydown. 
 “Plan of Reorganization” has the meaning assigned to such term in the
Recitals. 
 “Plan Rights Offering” means the offering of rights to purchase shares of Holdings and the issuance of such
shares at an aggregate price of $530,000,000 in accordance with the terms of the Plan of Reorganization. 
 “Pledge
Agreement” means the Pledge Agreement, substantially in the form attached hereto as Exhibit C-2, executed by the Obligors, in favor of the Administrative Agent for the benefit of the Lenders. 

  
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 “Prepetition Administrative Agent” has the meaning assigned to such term in the
Recitals. 
 “Prepetition Borrower” has the meaning assigned to such term in the Recitals. 

“Prepetition Claims” has the meaning assigned to such term in the Recitals. 

“Prepetition Credit Agreement” has the meaning assigned to such term in the Recitals. 

“Prepetition Financial Statements” the audited financial statements of the Prepetition Borrower for the fiscal year ended
December 31, 2015. 
 “Prepetition Lender” has the meaning assigned to such term in the Recitals. 

“Prepetition Mortgage” means each of those certain mortgages and deeds of trust, fixture filings, assignments of as-extracted
collateral, security agreements and financing statements executed and delivered by each of the Obligors or their respective Subsidiaries party thereto, as the “grantor” or “mortgagor,” for the benefit of the Prepetition
Administrative Agent, as amended, amended and restated, supplemented and modified prior to the date hereof, and recorded in the office designated for the filing of a record of a mortgage, deed of trust or financing statement in, among others, the
jurisdictions set forth in Annex V hereto. 
 “Prime Rate” means the rate of interest per annum publicly announced
from time to time by Wells Fargo Bank, National Association as its prime rate in effect at its principal office in Charlotte, North Carolina; 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 Wells Fargo Bank, National Association as a general reference rate of interest, taking into account such factors as Wells Fargo Bank, National Association may deem appropriate; it being understood
that many of the commercial or other loans of Wells Fargo Bank, National Association are priced in relation to such rate, that it is not necessarily the lowest or best rate actually charged to any customer and that Wells Fargo Bank, National
Association may make various commercial or other loans at rates of interest having no relationship to such rate. 
 “Professional
Fee Escrow Account” means an escrow account for professional fees funded in accordance with the Plan of Reorganization; provided no additional deposits shall be permitted to such account by any Obligor; provided further, such
account shall cease to be an Excluded Account when the Professional Fees permitted by the Plan of Reorganization have been paid in full. 

“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. 
 “Property Sale Redetermination Date”
means the date on which a Borrowing Base and Conforming Borrowing Base that have been redetermined pursuant to Section 2.07(g) become effective as provided in Section 2.07(g). 

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

  
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 “Proposed Borrowing Base Notice” has the meaning assigned to such term in
Section 2.07(c)(ii). 
 “Proved Developed Producing Properties” means Oil and Gas Properties which are
categorized as “Proved Reserves” that are both “Developed” and “Producing”, as such terms are defined in the Definitions for Oil and Gas Reserves as promulgated by the Society of Petroleum Engineers (or any generally
recognized successor) as in effect at the time in question. 
 “Proved Reserves” has the meaning assigned to such term in
the Definitions for Oil and Gas Reserves as promulgated by the Society of Petroleum Engineers (or any generally recognized successor) as in effect at the time in question. 

“PV-10” means, as of any date of determination, the present value of (i) future cash flows from Proved Reserves included
in the Oil and Gas Properties, as set forth in the most recent Reserve Report delivered pursuant to Section 8.11(a), utilizing (a) a 10% discount rate and (b) Strip Pricing, in each case based upon the economic assumptions
consistent with the Administrative Agent’s lending practices at the time of determination; provided that the present value of future cash flows from such Proved Reserves categorized as other than “proved developed producing” or
“proved developed non-producing” in accordance with the petroleum reserves definitions promulgated by the Society of Petroleum Engineers (or any generally recognized successor) as in effect at the time in question shall not exceed forty
percent (40%) of PV-10 plus (ii) the mark-to-market of Swap Agreements. 

“Qualified ECP Guarantor” means, in respect of any Secured Swap Agreement, the Borrower and each Guarantor that has total
assets exceeding $10,000,000 at the time such Secured Swap Agreement is incurred or such other person as constitutes an ECP under the Commodity Exchange Act or any regulation promulgated thereunder. 

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

“Redetermination Date” means, with respect to any Scheduled Redetermination or any Interim Redetermination, the date that the
redetermined Borrowing Base related thereto becomes effective pursuant to Section 2.07(d). 
 “Register” has
the meaning assigned such term in Section 12.04(b)(ii). 
 “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), controlling Persons, holders of Equity Interests, partners, members, trustees,
managers, administrators and other representatives of such Person and such Person’s Affiliates, and the respective successors and assigns of each of the foregoing. 

“Release” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching,
dumping, or disposing. 

  
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 “Remedial Work” has the meaning assigned such term in
Section 8.09(a). 
 “Required Lenders” means, at any time while no Loans or LC Exposure are outstanding,
Lenders having at least sixty-six and two-thirds percent (66- 2⁄3%) of the sum of the Aggregate Maximum Credit Amounts and Term Loan Commitments; and at any
time while any Loans or LC Exposure are outstanding, Lenders holding at least sixty-six and two-thirds percent (66- 2⁄3%) of the outstanding aggregate
principal amount of the Loans and participation interests in Letters of Credit (without regard to any sale by a Lender of a participation in any Loan under Section 12.04(c)); provided that the Maximum Credit Amount, the Term Loan
Commitment and the outstanding principal amount of the Loans of, and the participation interests in Letters of Credit held by, each Defaulting Lender (if any) shall be excluded from the determination of Required Lenders to the extent set forth in
Section 4.04(c)(ii). 
 “Required Revolving Lenders” means, at any time while no Loans or LC Exposure are
outstanding, Lenders having at least sixty-six and two-thirds percent (66- 2⁄3%) of the sum of the Aggregate Maximum Credit Amounts; and at any time while any
Loans or LC Exposure are outstanding, Lenders holding at least sixty-six and two-thirds percent (66- 2⁄3%) of the outstanding aggregate principal amount of the
Revolving Loans and participation interests in Letters of Credit (without regard to any sale by a Lender of a participation in any Loan under Section 12.04(c)); provided that the Maximum Credit Amount, and the outstanding
principal amount of the Revolving Loans of, and the participation interests in Letters of Credit held by, each Defaulting Lender (if any) shall be excluded from the determination of Required Revolving Lenders to the extent set forth in
Section 4.04(c)(ii). 
 “Reserve Coverage Ratio” means, on any date of determination, the ratio of
(a) PV-10 as of such date to (b) Total Debt, as of such date. 
 “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 or Additional Redetermination to the extent required
hereunder) the oil and gas reserves attributable to the Oil and Gas Properties of the Obligors or their respective 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 economic assumptions consistent with the Administrative Agent’s lending requirements at the time. On and from the Effective Date until a new Reserve Report is prepared, the
Reserve Report shall mean the Initial Reserve Report. 
 “Reserve Report Certificate” has the meaning assigned to such term
in Section 8.11(c). 
 “Responsible Officer” means, as to any Person, the chief executive officer, the
president, any Financial Officer or any vice president of such Person. Unless otherwise specified, all references to a Responsible Officer herein means 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 Obligors or their respective Subsidiaries, or any payment (whether in cash, securities or other Property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition,
cancellation or termination of any such Equity Interests in the Obligors or their respective Subsidiaries or any option, warrant or other right to acquire any such Equity Interests in the Obligors or their respective Subsidiaries. 

  
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 “Restructuring Proceeding” has the meaning assigned to such term in the
Recitals. 
 “Restructuring Support Agreement” means that certain First Amended and Restated Restructuring Support
Agreement, dated as of October 21, 2016, by and among the Prepetition Borrower, certain Prepetition Lenders and certain holders of second lien and unsecured notes issued prior to the Petition Date. 

“Revolving Credit Exposure” means, with respect to any Revolving Lender at any time, the sum of the outstanding principal
amount of such Revolving Lender’s Revolving Loans and its LC Exposure at such time. On the Effective Date, the Revolving Credit Exposure of each Revolving Lender shall be equal to the pro rata share of the Prepetition Claims deemed to be made
as Revolving Loans under this Agreement pursuant to the Plan of Reorganization, in each case, as set forth on Annex II. For the avoidance of doubt, during the Non-Conforming Period, if Revolving Loans allocated to the Non-Conforming
Borrowing Base are outstanding, each Revolving Lender shall hold Loans ratably pursuant to the Conforming Borrowing Base and the Non-Conforming Borrowing Base and such Revolving Loans may not be assigned separately pursuant to
Section 12.04. 
 “Revolving Lenders” means the Persons listed on Annex II, other than any such
Person that ceases to be a party hereto pursuant to an Assignment and Assumption, and any Person that shall have become a party hereto pursuant to an Assignment and Assumption of a Revolving Loan Commitment and/or a Revolving Loan after the
Effective Date. 
 “Revolving Loan Commitment” means, with respect to each Revolving Lender, the commitment of such
Revolving Lender to make or be deemed to make Revolving Loans and to acquire participations in Letters of Credit 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 Revolving Lender’s Revolving Loan Commitment to make Revolving Loans and acquire participations shall at any time
be the lesser of such Revolving Lender’s Maximum Credit Amount and such Revolving Lender’s Applicable Percentage of the then effective Borrowing Base. 

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

“Revolving Loans” means the revolving loans made by the Revolving Lenders to the Borrower pursuant to
Section 2.01 and Section 2.02, which revolving loans shall rank pari passu with the Term Loans. 

“Sale” has the meaning assigned to such term in Section 9.11. 

  
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 “Sale and Leaseback Transaction” means, with respect to any Person, any
arrangement, directly or indirectly, whereby such Person shall sell or transfer any Property used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such Property or other Property that it intends to use
for substantially the same purpose or purposes as the Property being sold or transferred. 
 “Sanctioned Country” means, at
any time, a country, region or territory which is, or whose government is, the subject or target of any Sanctions broadly restricting or prohibiting dealings with such country, region, territory or government. 

“Sanctioned Person” means, at any time, any Person with whom dealings are restricted or prohibited under Sanctions, including
(a) any Person listed in any Sanctions-related list of designated or identified Persons maintained by the United States (including by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, or
the U.S. Department of Commerce), the United Nations Security Council, the European Union or any of its member states, Her Majesty’s Treasury, Switzerland or any other relevant authority, (b) any Person located, organized or resident in,
or any Governmental Authority or governmental instrumentality of, a Sanctioned Country or (c) any Person directly or indirectly owned by, controlled by, or acting for the benefit or on behalf of, any Person described in clauses (a) or
(b) hereof. 
 “Sanctions” means economic or financial sanctions or trade embargoes or restrictive measures enacted,
imposed, administered or enforced from time to time by (a) the U.S. government, including the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, or the U.S. Department of Commerce (b) the
United Nations Security Council; (c) the European Union or any of its member states; (d) Her Majesty’s Treasury; (e) Switzerland; or (f) any other relevant authority. 

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

“Scheduled Redetermination Date” means the date on which a Borrowing Base and Conforming Borrowing Base that have been
redetermined pursuant to a Scheduled Redetermination become effective as provided in Section 2.07(d). 
 “SEC”
means the Securities and Exchange Commission or any successor Governmental Authority. 
 “Secured Cash Management
Agreement” means a Cash Management Agreement between (a) any Obligor and (b) a Secured Cash Management Provider. 

“Secured Cash Management Obligations” means any and all amounts and other obligations owing by any Obligor to any Secured
Cash Management Provider under any Secured Cash Management Agreement. 
 “Secured Cash Management Provider” means a Lender,
an Affiliate of a Lender, the Administrative Agent or an Affiliate of the Administrative Agent. 

  
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 “Secured Hedge Provider” means any Person that is party to a Swap Agreement with
any of the Obligors or their respective Subsidiaries, so long as either (a) such Person was a Lender or an Affiliate of a Lender at the time such Person entered into such Swap Agreement or (b) such Swap Agreement was in effect on the
Effective Date and such Person was a Lender or an Affiliate of a Lender on the Effective Date. 
 “Secured Parties” means,
at any time, (a) the Administrative Agent, (b) each Lender or Issuing Bank under this Agreement, (c) each Secured Hedge Provider, (d) the beneficiaries of each indemnification obligation undertaken by the Borrower or any
Guarantor under any Loan Document and (e) each other holder of, or obligee in respect of, any Obligations, in each case to the extent designated as a secured party (or a party entitled to the benefits of the security) under any Loan Document
outstanding at such time. 
 “Secured Swap Agreement” means any Swap Agreement by and between any of the Obligors and any
Secured Hedge Provider. 
 “Security Agreement” means the Security Agreement, substantially in the form attached hereto as
Exhibit C-3, executed by the Obligors, in favor of the Administrative Agent for the benefit of the Secured Parties. 

“Security Instruments” means collectively each of the Security Agreement, Pledge Agreement, intellectual property security
agreements, financing statements, mortgages, deeds of trust and other agreements, instruments or certificates, intellectual property security agreements, deposit account control agreements, securities account control agreements, and any and all
other agreements or instruments now or hereafter executed deemed necessary or advisable by the Administrative Agent to perfect the security interest and Liens in favor of the Lenders or otherwise delivered by the Borrower or any other Obligor (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 Obligations pursuant to this Agreement) in connection with, or as
security for the payment or performance of the Obligations, the Notes, this Agreement, or reimbursement obligations under the Letters of Credit, as such agreements may be amended, modified, supplemented or restated from time to time. 

“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. 
 “Solvent” means with respect to any Person (a) the
aggregate assets of such Person at a fair valuation exceed the aggregate Debt of such Person, (b) such Person has not incurred, and does not intend to incur, and does not believe that they will incur or have incurred Debt beyond their ability
to pay such Debt (after taking into account the timing and amounts of cash to be received by such Person and the timing and amounts to be payable on or in respect of such Person’s liabilities) as such Debt becomes absolute and matures, and
(c) such Person does not have (and does not have reason to believe such Person will have at any time) unreasonably small capital for the conduct of its business. 

“Solvency Certificate” means the Solvency Certificate substantially in the form of Exhibit H. 

  
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 “Strip Pricing” means the average closing price over the preceding ninety
(90) days prior to the date of the applicable Reserve Report, (a) for the remainder of the then-current calendar year, the average NYMEX Pricing for the remaining months in such calendar year, (b) for each of the succeeding four
(4) complete calendar years, the average NYMEX Pricing for the twelve months in each such calendar year, and (c) for the succeeding fifth complete calendar year and each calendar year thereafter, the average NYMEX Pricing for the twelve
months in such fifth calendar year. 
 “Subsidiary” of a Person means (a) a corporation, partnership, joint venture,
limited liability company or other business entity of which Equity Interests representing more than 50% of the ordinary voting power to elect a majority of the board of directors, managers or other governing body (irrespective of whether or not at
the time Equity Interests of any other class or classes of such Person shall have or might have voting power by reason of the happening of any contingency) are at the time owned or controlled by such Person or one or more of its Subsidiaries or by
such Person and one or more of its Subsidiaries, and (b) any partnership of which such Person or any of its Subsidiaries is a general partner. Unless otherwise indicated herein, each reference to the term “Subsidiary” means a
Subsidiary of the Obligors. 
 “Subsidiary Guarantor” means each direct and indirect subsidiary of Borrower. 

“Swap Agreement” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar
agreement, whether exchange traded, “over-the-counter” or otherwise, involving, or settled by reference to, one or more rates, currencies, commodities,
emissions reduction, carbon sequestration or other environmental protection credits, 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 Obligors or
their respective Subsidiaries shall be a Swap Agreement. 
 “Swap Obligations” means, with respect to the Borrower or any
Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act. 

“Swap PV” means, with respect to any Swap Agreement, the present value as of the applicable measurement date, discounted at
9% per annum, of the future receipts expected to be paid to the Borrower under such Swap Agreement netted against the Bank Price Deck in effect as of the most recent Proposed Borrowing Base Notice, provided however, that the “Swap PV”
shall never be less than $0.00. 
 “Synthetic Leases” means, in respect of any Person, all leases which shall have been, or
should have been, in accordance with GAAP, treated as operating leases on the financial statements of the Person liable (whether contingently or otherwise) for the payment of rent thereunder and which were properly treated as indebtedness for
borrowed money for purposes of United States federal income taxes, if the lessee in respect thereof is obligated to either purchase for an amount in excess of, or pay upon early termination an amount in excess of, 80% of the residual value of the
Property subject to such operating lease upon expiration or early termination of such lease. 

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

“Term Lenders” means the Persons listed on Annex III, other than any such Person that ceases to be a party hereto
pursuant to an Assignment and Assumption, and any Person that shall have become a party hereto pursuant to an Assignment and Assumption of a Term Loan Commitment or a Term Loan subsequent to the Effective Date. 

“Term Loan Commitment” means, with respect to each Term Lender, the commitment of such Term Lender to be deemed to make its
Term Loan in an aggregate amount equal to such Term Lender’s pro rata amount of its Prepetition Claims as set forth in the Plan of Reorganization and accordance with Section 2.09. The amount set forth opposite each Term
Lender’s name on Annex III represents such Term Lender’s Term Loan Commitment pursuant to the Plan of Reorganization as of the Effective Date. 

“Term Loan Notes” means the promissory notes of the Borrower described in Section 2.09(b)(iii) and being
substantially in the form of Exhibit A-2, together with all amendments, modifications, replacements, extensions and rearrangements thereof. 

“Term Loans” means the term loans made or deemed to be made by the Term Lenders to the Borrower pursuant to
Section 2.09, which term loans shall rank pari passu with the Revolving Loans. 
 “Termination Date”
means the earlier of the Maturity Date and the date of termination of the Commitments. 
 “Total Credit Exposure” means, at
any time, the sum of the total Revolving Credit Exposures and the aggregate principal amount of Term Loans outstanding. 
 “Total
Debt” means, at any determination date, (a) the sum of (i) Total Credit Exposure as of such date plus (ii) all Funded Debt permitted pursuant to Section 9.02(f) as of such date. 

“Total Net Debt” means at any determination date (a) Total Debt, minus (b) the aggregate amount of cash and
Cash Equivalents held in accounts that are subject to account control agreements granting control to the Administrative Agent and accounts maintained with the Administrative Agent (including any such cash constituting cash collateral in respect of
Letters of Credit. 
 “Transactions” means, with respect to (a) each Obligor and its respective Subsidiaries, the
reorganization and transactions contemplated by the Plan of Reorganization, (b) the Borrower, the execution, delivery and performance by the Borrower of this Agreement and each other Loan Document to which it is a party, the borrowing of Loans,
the use of the proceeds thereof and the issuance of Letters of Credit hereunder, and the grant of Liens by the Borrower on Mortgaged Properties and other Properties pursuant to the Security Instruments, (c) each Guarantor, the


  
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CREDIT AGREEMENT 









 
execution, delivery and performance by such Guarantor of each Loan Document to which it is a party, the guaranteeing of the Obligations under the Guaranty Agreement by such Guarantor and such
Guarantor’s grant of the security interests and provision of collateral under the Security Instruments, and the grant of Liens by such Guarantor on Mortgaged Properties and other Properties pursuant to the Security Instruments and (d) each
Obligor and its subsidiaries the payment of fees and expenses in connection with all of the foregoing. 
 “Type” means,
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 LIBO Rate. 

“Undisclosed Administration” means, in relation to a Lender, the appointment of an administrator, provisional liquidator,
conservator, receiver, trustee, custodian or other similar official by a supervisory authority or regulator under or based on the law in the country where such Lender is subject to home jurisdiction supervision if applicable law requires that such
appointment is not publicly disclosed. 
 “U.S. Person” means any Person that is a “United States Person” as
defined in Section 7701(a)(30) of the Code. 
 “U.S. Tax Compliance Certificate” has the meaning assigned to such term
in Section 5.03(e)(ii)(B). 
 “Wells Fargo” has the meaning assigned to such term in the preamble. 

“Wholly-Owned Subsidiary” means any Subsidiary of which all of the outstanding Equity Interests (other than any
directors’ qualifying shares mandated by applicable law), on a fully-diluted basis, are owned by the Borrower or one or more of the Wholly-Owned Subsidiaries or are owned by the Borrower and one or more of the Wholly-Owned Subsidiaries. 

“Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers
of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule. 

Section 1.03 Types of Loans and Borrowings. For purposes of this Agreement, Loans and Borrowings, respectively, may be classified and
referred to by Type (e.g., a “Eurodollar Loan” or a “Eurodollar Borrowing”). 
 Section 1.04 Terms Generally. The
definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”,
“includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the
context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or
otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth 

  
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CREDIT AGREEMENT 









 
in the Loan Documents), (b) any reference herein to any law shall be construed as referring to such law as amended, modified, codified or reenacted, in whole or in part, and in effect from time
to time, (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to the restrictions contained in the Loan Documents), (d) the words “herein”, “hereof” and
“hereunder”, and words of similar import, 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 Pre-Petition Financial Statements except for changes in which Borrower’s independent certified public accountants concur and which are disclosed to the
Administrative Agent on the next date on which financial statements are required to be delivered to the Lenders pursuant to Section 8.01(a); provided that, unless the Borrower and the Majority Lenders shall otherwise agree in writing, no such
change shall modify or affect the manner in which compliance with the covenants set forth in Section 9.01 or Section 9.02(e) is computed such that all such computations shall be conducted utilizing financial information presented consistently
with prior periods. In the event that any Accounting Change shall occur and such change results in a change in the method or result of calculation of financial covenants, standards or terms, then the Lenders and the Obligors shall enter into
negotiations in order to amend such provisions of the Loan Documents so as to equitably reflect such Accounting Changes with the desired result that the criteria for evaluating the Obligors’ financial condition shall be the same after such
Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by the Obligors, the Administrative Agent and the Majority Lenders, all financial covenants, standards
and terms in the Loan Documents shall continue to be calculated or construed as if such Accounting Changes had not occurred. 
 ARTICLE II

 The Credits 
 Section
2.01 Revolving Loan Commitments. Subject to the terms and conditions set forth herein, each Revolving Lender severally agrees to make Revolving Loans in Dollars to the Borrower during the Availability Period in an aggregate principal amount
that will not result in (a) such Revolving Lender’s Revolving Credit Exposure exceeding such Revolving Lender’s Revolving Loan Commitment or (b) the total Revolving Credit Exposures exceeding the total Revolving Loan Commitments. Within
the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, repay and re-borrow the Revolving Loans. 

Section 2.02 Revolving Loans and Borrowings. 

  
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CREDIT AGREEMENT 









 (a) Borrowings; Several Obligations. Each Revolving Loan shall be made as part of a
Borrowing consisting of Revolving Loans made by the Revolving Lenders ratably in accordance with their respective Revolving Loan Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve
any other Revolving Lender of its obligations hereunder; provided that the Revolving Loan Commitments are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as required.

 (b) Types of Loans. Subject to Section 3.03, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar
Loans as the Borrower may request in accordance herewith. Each Revolving Lender at its option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Revolving Lender to make such Revolving Loan; provided
that any exercise of such option shall not affect the obligation of the Borrower to repay such Revolving 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 $500,000 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 $250,000 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 Revolving Loan 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 twelve (12) 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. Upon the request of a Revolving Lender, the Revolving Loans made by such Revolving Lender shall be evidenced by a single
promissory note of the Borrower in substantially the form of Exhibit A-1, dated (i) as of the date of this Agreement in the case of any Revolving Lender party hereto as of the date of this Agreement, and (ii) as of the effective
date of the Assignment and Assumption in the case of any Revolving Lender that becomes a party hereto pursuant to an Assignment and Assumption, in each case payable to such Revolving Lender in a principal amount equal to its Maximum Credit Amount as
in effect on such date, and otherwise duly completed. In the event that any Revolving Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 12.04(b) or
otherwise), the Borrower shall, upon the request of such Revolving Lender, deliver or cause to be delivered on the effective date of such increase or decrease, a new Note payable to such Revolving Lender in a principal amount equal to its Maximum
Credit Amount after giving effect to such increase or decrease, and otherwise duly completed, and such Revolving Lender shall promptly return to the Borrower the previously issued Note held by such Revolving Lender. The date, amount, Type, interest
rate and, if applicable, Interest Period of each Revolving Loan made by each Revolving Lender, and all payments made on account of the principal thereof, shall be recorded by such Revolving Lender on a Schedule attached to such Note or any
continuation thereof or on any separate record maintained by such Revolving Lender. Failure to make any such notation or to attach a Schedule shall not affect any Revolving Lender’s or the Borrower’s rights or obligations in respect of
such Revolving Loans or affect the validity of such transfer by any Revolving Lender of its Note. 

  
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CREDIT AGREEMENT 









 (e) Loans and Borrowings under the Prepetition Credit Agreement. It is the intent of the
parties hereto that this Agreement, the deemed Borrowings pursuant to Section 2.02(e)(i) and (ii) and Section 2.07(a) and the cash payments made to the Lenders party hereto pursuant to the Plan of Reorganization
constitute a discharge of the Prepetition Claims existing under the Prepetition Credit Agreement and evidence payment in full of such obligations and liabilities and that this Agreement and the cash payments under the Plan or Reorganization be a
refinancing and repayment of the obligations of the Borrower outstanding thereunder. On the Effective Date: 
 (i) the Borrower shall be
deemed to have made a Revolving Loan with an Interest Period of three (3) months equal to $600,000,000 on the Effective Date; 
 (ii)
the Existing Letters of Credit outstanding under the Prepetition Credit Agreement shall be deemed issued under this Agreement pursuant to Section 2.08; 

(iii) the Borrower shall be deemed to have made a Term Loan equal to $300,000,000 on the Effective Date; and 

(iv) the Prepetition Credit Agreement and the commitments thereunder shall be terminated and superseded by this Agreement and such commitments
shall terminate. 
 Section 2.03 Requests for Borrowings. Each Borrowing shall be subject to each of the conditions set forth in
Section 6.02. To request a Borrowing, including the deemed Borrowing on the Effective Date, the Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m.,
Houston 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, Houston time, on the date of the proposed Borrowing; provided that no such notice shall be required
for any deemed request of an ABR Borrowing to finance the reimbursement of an LC Disbursement as provided in Section 2.08(e). Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or
telecopy to the Administrative Agent of a written Borrowing Request signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: 

(a) the aggregate amount of the requested Borrowing; 

(b) the date of such Borrowing, which shall be a Business Day; 

(c) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; 

(d) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the
definition of the term “Interest Period”; 

  
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CREDIT AGREEMENT 









 (e) the amount of the then effective Borrowing Base, the current total Revolving Credit Exposures
(without regard to the requested Borrowing) and the pro forma total Revolving Credit Exposures (giving effect to the requested Borrowing); 

(f) the location and number of the Borrower’s account to which funds are to be disbursed, which shall be a Controlled Proceeds Account and
comply with the requirements of Section 2.05 and Section 8.19; and 
 (g) each of the conditions set forth in
Section 6.02 has been satisfied. 
 If no election as to the Type of Borrowing is specified, then the requested Borrowing shall
be an ABR Loan. 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 the requested Borrowing shall not cause the total Revolving Credit Exposures to exceed the total Revolving Loan 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 Revolving Lender of the details thereof and of the amount of such Revolving Lender’s Revolving 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 by the time that a Borrowing Request would be required under Section 2.03 if the Borrower were requesting a Borrowing of the Type resulting from such election to be made on the effective
date of such election. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Interest Election Request signed by the Borrower. 

(c) Information in Interest Election Requests. Each telephonic and written Interest Election Request shall specify the following
information: 

  
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CREDIT AGREEMENT 









 (i) the Borrowing to which such Interest Election Request applies and, if different options are
being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to Section 2.04(c)(iii) and (iv) shall be
specified for each resulting Borrowing); 
 (ii) the effective date of the election made pursuant to such Interest Election Request, which
shall be a Business Day; 
 (iii) whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and 

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

(d) Notice to Lenders by the Administrative Agent. Promptly following receipt of an Interest Election Request, the Administrative Agent
shall advise each 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 and Borrowing Base Deficiencies 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 continued as a Eurodollar Loan having an Interest Period of one month. Notwithstanding any
contrary provision hereof, (i) if an Event of Default has occurred and is continuing: (A) 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 (B) unless repaid, each Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto;
and (ii) if a Borrowing Base Deficiency exists: (A) outstanding Borrowings may not be converted or continued as Eurodollar Borrowings unless, after giving effect thereto and to the conversion or continuation of Borrowings to ABR
Borrowings, there are ABR Borrowings in an amount no less than the amount of such Borrowing Base Deficiency and (B) unless sooner repaid, any Eurodollar Borrowing in excess of the Borrowing Base 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., Houston 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 the 

  
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CREDIT AGREEMENT 









 
Controlled Proceeds Account of the Borrower 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 that made such LC Disbursement. Nothing herein shall be deemed to obligate any Lender to obtain the funds for its Loan in any particular
place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for its Loan in any particular place or manner. 

(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. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest
paid by the Borrower for such period. 
 Section 2.06 Termination and Reduction of Aggregate Maximum Credit Amounts. 

(a) Scheduled Termination of Commitments. Unless previously terminated, the Revolving Loan 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 Revolving Loan Commitments shall terminate on the effective date of such termination or reduction. 

(b) Optional Termination and Reduction of Aggregate Maximum 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 $500,000 and not less than $1,000,000 and (B) the Borrower shall not terminate or reduce the Aggregate Maximum Credit Amounts
if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 3.04(c), the total Revolving Credit Exposures would exceed the total Revolving Loan Commitments. 

  
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CREDIT AGREEMENT 









 (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 such notice, the Administrative Agent shall advise the Revolving 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
reduction or 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 or other securities offerings, in which case such notice may be
revoked by the Borrower 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 Revolving Lenders in accordance with each Revolving Lender’s Applicable Percentage. 
 Section 2.07 Borrowing
Base. 
 (a) Initial Borrowing Base. For the period from and including the Effective Date to but excluding the Non-Conforming
Period Termination Date, the amount of the Borrowing Base shall be equal to the sum of the Conforming Borrowing Base and the Non-Conforming Borrowing Base. For the period from and including the Effective Date to but excluding the First Scheduled
Redetermination Date, the Conforming Borrowing Base shall be $1,400,000,000 (as may be reduced from time to time as set forth in this Section 2.07) and the Non-Conforming Borrowing Base shall be zero dollars ($0.00) (as may be increased
from time to time as set forth in this Section 2.07). From and after the Non-Conforming Period Termination Date, the Non-Conforming Borrowing Base shall be terminated and the Borrowing Base shall equal
the then existing Conforming Borrowing Base. Notwithstanding the foregoing, the Borrowing Base, and, during the Non-Conforming Period, the Conforming Borrowing Base and the Non-Conforming Borrowing Base, may be subject to further adjustments from
time to time pursuant to Section 2.07(e), Section 2.07(f), Section 2.07(g), Section 8.12(c), or Section 9.11(b)(iv). Notwithstanding anything in this Agreement to the contrary, from and
after the Non-Conforming Period Termination Date, (i) no Non-Conforming Borrowing Base shall be permitted and no change or reallocation of the Borrowing Base under the terms and conditions of this Section 2.07 or otherwise shall
result in a Non-Conforming Borrowing Base, (ii) the Non-Conforming Borrowing Base will be terminated and cease to exist, (iii) the Borrowing Base shall be a conforming borrowing base only, with the result that the Borrowing Base and
the Conforming Borrowing Base will be the same, and shall be referred to as the “Borrowing Base.” 
 (b) Scheduled, Interim and
Additional Redeterminations. 
 (i) Scheduled Redeterminations. Subject to Section 2.07(d), the Borrowing Base and,
during the Non-Conforming Period, the Conforming Borrowing Base and the Non-Conforming Borrowing Base, shall be redetermined (a “Scheduled Redetermination”) on April 1st and October 1st of each year, commencing
April 1, 2018 (the “First Scheduled Redetermination Date”). 

  
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CREDIT AGREEMENT 









 (ii) Interim Redeterminations. From and after the First Scheduled Redetermination Date,
either the (x) the Administrative Agent, at the direction of the Required Revolving Lenders or (y) the Borrower, may, once during each calendar year, each elect to cause the Borrowing Base to be redetermined between Scheduled
Redeterminations (an “Interim Redetermination”) in accordance with this Section 2.07; provided, however, there shall be no Interim Redeterminations at the request of either the Borrower or the Administrative Agent
prior to the First Scheduled Redetermination Date. 
 (iii) Additional Redeterminations. There shall be an additional Borrowing Base
redetermination (each, an “Additional Redetermination”) or other adjustments to the Borrowing Base upon: 
 (A) Asset
Sales. There shall be an Additional Redetermination upon any sale of Proved Reserve Properties in a single transaction or series of transactions in the circumstances provided in and in accordance with Section 2.07(g); 

(B) Acquisitions. There shall be an Additional Redetermination upon any acquisition of Proved Reserve Properties whose purchase price
is greater than five percent (5%) of (1) prior to the Non-Conforming Period Termination Date, the Conforming Borrowing Base and (2) after the Non-Conforming Period Termination Date, the Borrowing Base then in effect; 

(C) Issuance of Debt. Upon the issuance or incurrence of any Funded Debt that is permitted by Section 9.02(f) after the
Effective Date, there shall be a Borrowing Base reduction in accordance with Section 2.07(e); and 
 (D) Hedge
Terminations. There shall be a Borrowing Base reduction in the circumstances provided in and in accordance with Section 2.07(f) upon the termination of, or creation of off-setting positions with respect to, any hedge positions. 

(c) Scheduled, Interim and Additional Redetermination Procedure. Each Scheduled Redetermination, each Interim Redetermination and each
Additional Redetermination shall be effectuated as follows: 
 (i) Upon receipt by the Administrative Agent of (A) the applicable
Reserve Report and the Reserve Report Certificate (to the extent required) related thereto and (B) such other reports, data and supplemental information, including, without limitation, the information provided pursuant to
Section 8.11(c) and the list of Swap Agreements per Section 8.01(d), as may, from time to time, be reasonably requested by the Required Revolving 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 Borrowing Base, and, during the Non-Conforming Period, a Conforming Borrowing Base and Non-Conforming Borrowing Base (the “Proposed Borrowing Base”) based upon such information and such other information (including, without
limitation, the status of title information with respect to the Oil and Gas Properties as described in the Engineering Reports and the existence of any other Debt) as the Administrative Agent, in good faith, deems appropriate and consistent with its
normal oil and gas lending criteria as it exists at the particular time. For the avoidance of doubt, in the case of an Interim Redetermination or an Additional Redetermination, the Administrative Agent may


  
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CREDIT AGREEMENT 









 
utilize the Engineering Reports delivered in connection with the last Scheduled Determination, or in the case of any Additional Redetermination occurring prior to the First Scheduled
Redetermination, the Initial Reserve Report, provided, however, the Administrative Agent may in its sole discretion request Borrower generated supplemental Engineering Reports in connection with such Interim Redetermination or
Additional Redetermination. In addition, the Administrative Agent will summarize the Swap PV of such Swap Agreements as of the date of the Proposed Borrowing Base Notice. 

(ii) The Administrative Agent shall notify the Borrower and the Lenders of the Proposed Borrowing Base (the “Proposed Borrowing Base
Notice”): 
 (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 Section 8.11(a) and (c) in a timely and complete manner, then on or before the March 15th and September 15th of such year following the date
of delivery of such Engineering Report or (2) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.11(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 Borrowing Base in accordance with Section 2.07(c)(i)
and in any event, within fifteen (15) days after the Administrative Agent has received the required Engineering Report; and 
 (B) in
the case of an Interim Redetermination or Additional Redetermination, promptly, and in any event, within fifteen (15) days after the Administrative Agent has received the required Engineering Reports. 

(iii) Any Proposed Borrowing Base must be approved or deemed to have been approved by applicable Borrowing Base Required Lenders as provided
in this Section 2.07(c)(iii). Upon receipt of the Proposed Borrowing Base Notice, each Lender shall have fifteen (15) days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an
alternate Borrowing Base. If 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 Borrowing
Base. If, at the end of such 15-day period, all of the Lenders, in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, or the Required Lenders, in the case of a Proposed Borrowing Base that would decrease or
maintain the Borrowing Base then in effect, have approved or deemed to have approved, as aforesaid, then the Proposed Borrowing Base shall become the new Borrowing Base effective on the date specified in Section 2.07(d). If, however, at the end
of such fifteen (15) day period, the Borrowing Base Required Lenders have not approved or been deemed to have approved the Proposed Borrowing Base and during the Non-Conforming Period, the Proposed
Conforming Borrowing Base, then the Administrative Agent shall poll the Revolving Lenders to ascertain the highest Borrowing Base and Conforming Borrowing Base then acceptable to a number of Revolving Lenders sufficient to constitute the Borrowing
Base Required Lenders applicable to such adjustment and such amount shall become the new Borrowing Base and Conforming Borrowing Base effective on the date specified in Section 2.07(d). 

  
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CREDIT AGREEMENT 









 (iv) Upon the effective date of each Borrowing Base Redetermination, during the Non-Conforming
Period, all outstanding Revolving Loan Exposure in excess of the Conforming Borrowing Base, shall be reallocated to the Non-Conforming Borrowing Base and such Loans shall be deemed to be Non-Conforming Borrowings as of such date; provided, however,
the aggregate Revolving Credit Exposure shall at no time exceed the lesser of the (i) the Aggregate Maximum Credit Amount and (ii) the Borrowing Base. 

(d) Effectiveness of a Redetermined Borrowing Base. After a redetermined Borrowing Base, and during the Non-Conforming Period, the
Conforming Borrowing Base and the Non-Conforming Borrowing Base, are approved or are deemed to have been approved by the Borrowing Base Required Lenders pursuant to Section 2.07(c)(iii), the Administrative Agent shall notify the Borrower
and the Lenders (the “New Borrowing Base Notice”) of the amount of the redetermined Borrowing Base, and, during the Non-Conforming Period, the Conforming Borrowing Base and the Non-Conforming
Borrowing Base, and such amounts shall become the new Borrowing Base, Conforming Borrowing Base and Non-Conforming Borrowing Base, as applicable, effective and applicable to the Borrower, the Administrative Agent, each Issuing Bank and the Lenders:

 (i) in the case of a Scheduled Redetermination, (A) if the Administrative Agent shall have received the Engineering Reports required
to be delivered by the Borrower pursuant to Section 8.11(a) and (c) in a timely and complete manner, then on the April 1st or October 1st, as applicable, following delivery of the New Borrowing Base Notice, or
(B) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.11(a) and (c) in a timely and complete manner, then on the Business Day next
succeeding delivery of the New Borrowing Base Notice; and 
 (ii) in the case of an Interim Redetermination or an Additional
Redetermination, on the Business Day next succeeding delivery of the New Borrowing Base Notice. 
 Such amounts shall then become the
Borrowing Base, and, during the Non-Conforming Period, the Conforming Borrowing Base and the Non-Conforming Borrowing Base, as applicable, until the next Scheduled Redetermination Date, the next Interim Redetermination date, or the next Additional
Redetermination or the next reduction or adjustment to the Borrowing Base, Conforming Borrowing Base and Non-Conforming Borrowing Base, as applicable, under Section 2.07(e), Section 2.07(f), Section 2.07(g),
Section 8.12(c) or Section 9.11(b)(iv), whichever occurs first. 
 (e) Reduction of Borrowing Base Upon Issuance
of Funded Debt. Upon the issuance or incurrence of any Funded Debt by any Obligor or their respective Subsidiaries after the Effective Date in accordance with Section 9.02(f) (other than any Permitted Refinancing Debt in respect
thereof), the Borrowing Base then in effect, shall be reduced by an amount equal to twenty-five percent (25%) multiplied by the stated principal amount of such Funded Debt (without regard to any original issue discount), and the Borrowing Base,
as so reduced or adjusted shall become the new Borrowing Base, immediately upon the date of such issuance, effective and applicable to the Borrower, the Administrative Agent, each Issuing Bank and the Lenders on such date until the next
redetermination or modification thereof hereunder. 

  
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CREDIT AGREEMENT 









 (f) Reduction of Borrowing Base Upon Termination of Hedge Positions. 

(i) At any time during the Non-Conforming Period, or while the Term Loans are outstanding, if the Borrower or any Subsidiary shall terminate
or create any off-setting positions in respect of any Swap Agreements upon which the Lenders relied in determining the most recent Borrowing Base, and during the Non-Conforming Period, the Conforming Borrowing Base, and the aggregate Swap PV of all
such terminations and/or offsetting positions exceeds, during any period between Scheduled Redeterminations of the Borrowing Base, $10,000,000, or, during the Non-Conforming Period, the Conforming Borrowing Base, then the Borrowing Base, and during
the Non-Conforming Period, the Conforming Borrowing Base shall be simultaneously reduced by the value assigned to such hedge positions in the then effective Borrowing Base and Conforming Borrowing Base; provided, however, to the extent
such termination or offsetting position occurs in connection with a Sale of Oil and Gas Properties (or any Sale of Equity Interests of a Guarantor directly or indirectly owning Oil and Gas Properties) addressed in clause (g) below, then the
Borrowing Base reduction amount under this clause (f) shall not be in duplication of any amounts reduced pursuant to clause (g) below. 

(ii) At any time after the Non-Conforming Period and the Term Loans have been repaid in full, if the Borrower or any Subsidiary shall
terminate or create any off-setting positions in respect of any Swap Agreements upon which the Lenders relied in determining the most recent Borrowing Base and the aggregate Swap PV of all such terminations and/or offsetting positions plus the
aggregate fair market value of asset dispositions exceeds, during any period between Scheduled Redeterminations of the Borrowing Base, five percent (5%) of the then effective Conforming Borrowing Base, the Borrowing Base and the Conforming
Borrowing Base shall be simultaneously reduced by the value assigned to such hedge positions in the then effective Borrowing Base and Conforming Borrowing Base; provided, however, to the extent such termination or offsetting position
occurs in connection with a Sale of Oil and Gas Properties (or any Sale of Equity Interests of a Guarantor directly or indirectly owning Oil and Gas Properties) addressed in clause (g) below, then the Borrowing Base reduction amount under this
clause (f) shall not be in duplication of any amounts reduced pursuant to clause (g) below 
 (g) Reduction of Borrowing Base
Upon Sale of Properties. 
 (i) At any time during the Non-Conforming Period or the Term Loans are outstanding, upon any Sale of Oil and
Gas Properties (or any Sale of Equity Interests of any Obligor directly or indirectly owning Oil and Gas Properties) pursuant to Section 9.11(b)(iv) in a single transaction or series of related transactions, which Oil and Gas Properties
(or Equity Interests) have a fair market value of at least $10,000,000, the Borrowing Base and the Conforming Borrowing Base shall be reduced, effective immediately upon the consummation of such Sale, by an amount equal to the lesser of (A) the
value assigned to such Oil and Gas Properties in the then effective Borrowing Base (as determined in good faith by the Administrative Agent) and (B) the Net Cash Proceeds received from such Sale. 

(ii) At any time after the Non-Conforming Period and the Term Loans have been repaid in full, if upon any Sale of Oil and Gas Properties (or
any Sale of Equity Interests of a Obligor directly or indirectly owning Oil and Gas Properties) pursuant to Section  

  
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CREDIT AGREEMENT 









 
9.11(b)(iv), the sum of (A) the aggregate value, if any, attributable to such Oil and Gas Properties (and/or Oil and Gas Properties directly or indirectly owned by such Obligor, as
applicable) in the most recently delivered Reserve Report, plus (B) the aggregate value, if any, attributable to the Oil and Gas Properties in such Reserve Report in respect of all other Sales of Oil and Gas Properties and Equity
Interests of Obligors effected since the most recent Scheduled Redetermination Date, plus the aggregate of all Swap PV of all terminations of and/or offsetting positions in respect of any Swap Agreements upon which the Lenders relied in
determining the most recent Borrowing Base, exceeds an amount equal to five percent (5%) of the then effective Conforming Borrowing Base, the Borrowing Base and the Conforming Borrowing Base shall be reduced, effective immediately upon the
consummation of such Sale, by an amount equal to the lesser of (x) the value, if any, assigned to such Oil and Gas Properties being disposed of pursuant to such Sale in the then effective Borrowing Base value (as determined in good faith by the
Administrative Agent) and (y) the Net Cash Proceeds received from such Sale. 
 Section 2.08 Letters of Credit. 

(a) General. Subject to the terms and conditions set forth herein, the Borrower may request any Issuing Bank to, and such Issuing Bank
shall, issue Letters of Credit for the account of the Obligors or their respective Subsidiaries, in a form reasonably acceptable to the Administrative Agent and such Issuing Bank, at any time and from time to time during the Availability Period;
provided that the Existing Letters of Credit shall be deemed Letters of Credit issued pursuant to this Agreement on the Effective Date; provided further that the Borrower may not request the issuance, amendment, renewal or extension of
Letters of Credit hereunder if a Borrowing Base Deficiency exists at such time or would exist as a result thereof. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of
letter of credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, an 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. Each issuance, amendment, renewal or extension of a Letter of
Credit shall be subject to the conditions set forth in Section 6.02. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit, including each Existing Letter of Credit), the
Borrower shall deliver as permitted by Section 12.01(a) (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Bank) to any 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 issued by such Issuing Bank 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)); 

  
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CREDIT AGREEMENT 









 (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; 
 (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); and 

(vii) confirming the conditions set for in Section 6.02 have been satisfied. 

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 lesser of the Aggregate Maximum Credit Amounts and the then effective Borrowing Base. 

If requested by any Issuing Bank, the Borrower also shall submit a letter of credit application on such 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) unless satisfactorily collateralized in the applicable Issuing Bank’s reasonable opinion, the date eighteen months 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 that issues such Letter of Credit or the Revolving Lenders, each Issuing Bank that issues a Letter of Credit hereunder hereby grants to each Revolving Lender, and each Revolving Lender
hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Revolving 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 Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of any Issuing Bank that issues a Letter of Credit hereunder, such Revolving Lender’s
Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in Section 2.08(e), or of any reimbursement payment required to be refunded to the Borrower for any
reason. Each Revolving 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 

  
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CREDIT AGREEMENT 









 
Credit or the occurrence and continuance of a Default, the existence of a Borrowing Base Deficiency or reduction or termination of the Revolving Loan Commitments, and that each such payment shall
be made without any offset, abatement, withholding or reduction whatsoever. 
 (e) Reimbursement. If any Issuing Bank shall make any
LC Disbursement in respect of a Letter of Credit issued by such Issuing Bank, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 1:00 p.m., Houston time, on
the third day after such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 9:00 a.m., Houston time, on such date, or, if such notice has not been received by the Borrower prior to such time on such
date, then not later than 1:00 p.m., Houston time, on (i) the third day after the Borrower receives such notice, if such notice is received prior to 9:00 a.m., Houston time, on the day of receipt, or (ii) the Business Day immediately
following the third day after the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that if such LC Disbursement is not less 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 payment be financed with a Eurodollar Borrowing with an Interest Period of one month 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 Eurodollar Borrowing. If the Borrower fails to make such payment when due, the Administrative Agent shall
notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Revolving Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving
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 Revolving Loans made by such Revolving Lender (and
Section 2.05 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank that issued such Letter of Credit the amounts so received by it
from the Revolving 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 that issued
such Letter of Credit or, to the extent that Revolving Lenders have made payments pursuant to this Section 2.08(e) to reimburse such Issuing Bank, then to such Revolving Lenders and such Issuing Bank as their interests may appear. Any
payment made by a Revolving Lender pursuant to this Section 2.08(e) to reimburse any Issuing Bank for any LC Disbursement (other than the funding of Eurodollar Loans as contemplated above) shall not constitute a Revolving Loan and shall
not relieve the Borrower of its obligation to reimburse such LC Disbursement. Any LC Disbursement not reimbursed by the Borrower or funded as a Revolving Loan prior to 1:00 p.m., Houston time, shall bear interest for such day at the Alternate Base
Rate plus the Applicable Margin. 
 (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 

  
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respect, (iii) payment by any Issuing Bank under a Letter of Credit issued by such Issuing Bank against presentation of a draft or other document that does not comply with the terms of such
Letter of Credit or any Letter of Credit Agreement, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.08(f), constitute a legal
or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder. Neither the Administrative Agent, the Lenders nor any 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 any Issuing Bank; provided that the foregoing shall not be construed to excuse any 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 such Issuing Bank’s failure to exercise
care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of any Issuing
Bank (as finally determined by a court of competent jurisdiction), such 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 that issued such Letter of Credit may, in its sole discretion, either accept
and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance
with the terms of such Letter of Credit. 
 (g) Disbursement Procedures. Each Issuing Bank shall, promptly following its receipt
thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit issued by such Issuing Bank. Such Issuing Bank shall promptly notify the Administrative Agent and the Borrower by telephone (confirmed by telecopy)
of such demand for payment and whether such 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 such
Issuing Bank and the Revolving Lenders with respect to any such LC Disbursement. 
 (h) Interim Interest. If any Issuing Bank shall
make any LC Disbursement, then, until the Borrower shall have reimbursed such 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 such Issuing Bank, except that interest accrued on and after the date of payment by any Revolving Lender pursuant to Section 2.08(e) to reimburse such Issuing Bank shall be for the
account of such Revolving Lender to the extent of such payment. 

  
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 (i) Replacement of an Issuing Bank. Any Issuing Bank may be replaced or resign at any time
by written agreement among the Borrower, the Administrative Agent, such resigning or replaced Issuing Bank and, in the case of a replacement, the successor Issuing Bank. The Administrative Agent shall notify the Revolving Lenders of any such
resignation or replacement of an Issuing Bank. At the time any such resignation or replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the resigning or replaced Issuing Bank pursuant to
Section 3.05(b). In the case of the replacement of an Issuing Bank, from and after the effective date of such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of the replaced Issuing Bank under
this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to “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 resignation or replacement of an Issuing Bank hereunder, the resigning or replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an
Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such resignation or 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 Revolving Lenders demanding the deposit of cash collateral pursuant to this Section 2.08(j), or (ii) the Borrower is required to pay to the Administrative Agent the excess attributable to an LC
Exposure in connection with any prepayment pursuant to Section 3.04(c), then the Borrower shall deposit, in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving 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 Obligors or their respective Subsidiaries described in Section 10.01(h) or Section 10.01(i). The Borrower hereby grants to the Administrative Agent, for the benefit
of each 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 Obligors or their respective Subsidiaries may now or hereafter
have against any such beneficiary, any 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 any
Guarantor’s obligations under this Agreement and the other Loan 

  
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Documents. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account; provided that investments of funds in such
account in investments of the type described in clause (a) and (b) of the definition of Cash Equivalents as permitted by Section 9.05(c) may be made at the option of the Borrower at its direction, risk and expense. Interest or
profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse, on a pro rata basis, each 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, if any, 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 waived. 
 Section 2.09 Term Loans. 

(a) Funding of Term Loans. Each Term Lender agrees that it will be deemed to make a Term Loan to the Borrower in a single advance on the
date that the conditions in Section 6.03 are satisfied (or waived in accordance with Section 12.02), in a principal amount not to exceed such Lender’s Term Loan Commitment set forth in Annex III. Each Term Loan
shall be deemed to be funded at par without any original issue discount. The Term Loan Commitments are not revolving and amounts repaid or prepaid in respect of the Term Loans may not be re-borrowed. The Term Loan Commitments shall terminate on the
deemed funding of the Term Loans by the Lenders pursuant to the Plan of Reorganization. 
 (b) Loans and Borrowings. 

(i) Borrowings; Several Obligations. Each Term Loan shall be deemed to be made as part of a Borrowing made by the Term Lenders ratably
in accordance with their Term Loan Commitments. The failure of any Term Lender to make the Term Loan required to be made by it shall not relieve any other Term Lender of its obligations hereunder; provided that the Term Loan Commitments are several
and no Term Lender shall be responsible for any other Term Lender’s failure to make its Term Loan. 
 (ii) Types of Term Loans.
Subject to Section 3.03, the deemed Borrowing of Term Loans shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request in accordance herewith. Each Term Lender at its option may make any Eurodollar Loan by
causing any domestic or foreign branch or Affiliate of such Term Lender to make such Term Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Term Loan in accordance with the terms of this
Agreement. 
 (iii) Notes. Upon request of a Term Lender, the Term Loan made or deemed to be made by such Term Lender shall be
evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A-2 in a principal amount equal to its Term Loan 

  
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CREDIT AGREEMENT 









 
Commitment or in the principal amount of the Term Loan it acquired pursuant to an Assignment and Assumption, and otherwise duly completed. The date, amount of its Term Loan, Type, interest rate
and, if applicable, Interest Period of its Term Loan and all payments made on account of the principal thereof shall be recorded by such Term Lender on its books for its Term Loan Note, and, prior to any transfer, may be noted by such Term Lender on
a Schedule attached to its Term Loan Note or any continuation thereof or on any separate record maintained by such Term Lender. Failure to make any such notation or to attach a Schedule shall not affect any Term Lender’s or the Borrower’s
rights or obligations in respect of such Term Loans or affect the validity of such transfer by any Term Lender of its Term Loan Note. 
 (c)
Request for Borrowing. To request the Borrowing of Term Loans, the Borrower shall notify the Administrative Agent of such request by telephone (i) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., Houston time, three
Business Days before the date of the proposed Borrowing of the Term Loans or (ii) in the case of an ABR Borrowing, not later than 12:00 noon, Houston time, on the date of the proposed Borrowing. Such telephonic request shall be irrevocable and
shall be confirmed promptly by hand delivery, telecopy or other electronic means to the Administrative Agent of a written Borrowing Request signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following
information in compliance with Section 2.09(b): 
 (A) the aggregate amount of the requested Borrowing; 

(B) the date of such Borrowing; 

(C) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; 

(D) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the
definition of the term “Interest Period”. 
 (d) Interest Elections. Interest elections with respect to the Term Loan shall
be made in accordance with Section 2.04. 
 (e) Repayments. The principal amount of the Term Loans shall be repaid on the
last Business Day of each March, June, September and December, commencing with the last Business Day of March 2017, in consecutive quarterly installments according to the following schedule: 

  
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	 Period
	  	 Quarterly Installments

	 March 2017 - December 2017
	  	 $6,250,000 each

($25,000,000 in the aggregate)

	 March 2018 - December 2018
	  	 $9,375,000 each

($37,500,000 in the aggregate)

	 March 2019 - December 2020
	  	 $12,500,000 each

($100,000,000 in the aggregate)

	 Maturity Date
	  	Bullet payment of all remaining outstanding balances

 All remaining principal, accrued but unpaid interest and other amounts owing with respect to the Term Loans shall be due and
payable in full as a final scheduled installment on the Maturity Date. Each installment shall be paid to Administrative Agent for the pro rata benefit of the Term Lenders. Once repaid, whether such repayment is voluntary or required, Term Loans may
not be reborrowed. 
 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 on the
Termination Date (a) for the account of each Revolving Lender, the then unpaid principal amount of each Revolving Loan and (b) for the account of each Term Lender, the then unpaid principal amount of each Term Loan. 

Section 3.02 Interest. 

(a) ABR Loans. Each ABR Loan 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. Each Eurodollar Loan shall bear interest at the LIBO Rate for the Interest Period in
effect for such Eurodollar Loan plus the Applicable Margin, but in no event to exceed the Highest Lawful Rate. 
 (c) Post-Default and
Borrowing Base Deficiency Rate. Notwithstanding the foregoing, (i) if either (A) an Event of Default pursuant to Section 10.01(a), (b), (h), (i) or (j) or Section 10.01(d)
as a result of the failure to deliver a notice pursuant to Section 8.02(a) has occurred and is continuing, or (B) any other Event of Default has occurred and the Administrative Agent has delivered a notice, then all Loans
outstanding 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
and (ii) during any Borrowing Base Deficiency, the amount of such Borrowing Base Deficiency 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. 

  
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CREDIT AGREEMENT 









 (d) Interest Payment Dates. Accrued interest on each Loan shall be payable in arrears on:
(i) with respect to any ABR Loan, the last day of each calendar month; (ii) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part but in all cases to be paid at
least every three months and (iii) in any case, on the Termination Date; provided that (A) interest accrued pursuant to Section 3.02(c)(i) shall be payable on demand, (B) 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 (C) 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 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 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 LIBO Rate for such Interest Period; or 
 (b) the Administrative Agent is advised by the Majority Lenders
(or the Majority Revolving Lenders or Majority Term Lenders, as applicable) that the LIBO Rate 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; 
 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. 

  
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CREDIT AGREEMENT 









 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) and payment of applicable breakage costs, if any, under Section 5.02. 

(b) Notice and Terms of Optional Prepayment. The Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of
any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 12:00 noon, Houston 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, Houston time, one Business Day before 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; provided that any optional prepayment shall be applied as
directed by the Borrower. Prepayments shall be accompanied by accrued interest to the extent required by Section 3.02. 
 (c)
Mandatory Prepayments. 
 (i) If, at any time, including without limitation, after giving effect to any termination or reduction of
the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the total Revolving Credit Exposure exceeds the total Revolving Loan Commitments or the Aggregate Maximum Credit Amounts, then the Borrower shall, on the same Business
Day, (A) prepay the Revolving Loans on the date, as applicable, of such determination, termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Revolving Loans
as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). 

(ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(a) through
(d) or Section 8.12(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall exercise any one or combination of the following: (A) deliver to the
Administrative Agent reserve engineering and mortgages covering such Oil and Gas Properties of the Obligors or their respective Subsidiaries not previously covered by the Security Instruments with a value and quality satisfactory to the Required
Lenders in their sole discretion sufficient to eliminate such Borrowing Base Deficiency or (B) prepay in cash the Revolving Loans in an aggregate principal amount equal to such excess after giving effect to any action taken under
(A) hereof, and if any excess remains after prepaying all of the Revolving Loans as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in
Section 2.08(j); provided, that the Borrower may make such prepayment and/or deposit of cash collateral in six successive 

  
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CREDIT AGREEMENT 









 
equal monthly payments and/or deposits. The Borrower shall be obligated to deliver the reserve engineering and mortgages described in clause (A) immediately above, and/or to commence the
payments described in clause (B) immediately above, on the 30th day following the later to occur of its receipt of the applicable New Borrowing Base Notice in accordance with Section 2.07(d) 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(f) if the total Revolving Credit Exposures exceeds the
Borrowing Base as adjusted, then the Borrower shall (A) prepay in cash the Revolving Loans in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Revolving Loans as a result of an LC
Exposure, pay in cash 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); provided, the Borrower shall be obligated to make such prepayment
and/or deposit of cash collateral on the Business Day immediately following the date it or any Subsidiary receives cash proceeds as a result of such termination, liquidation or creation of offsetting positions, as applicable; provided that
all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date. 
 (iv)
If, at any time after the Effective Date, any Obligor or their respective Subsidiaries issues or incurs (A) Funded Debt permitted pursuant to Section 9.01(f) and as a result of such issuance or incurrence any Borrowing Base
Deficiency results from the adjustments pursuant to Section 2.07(e), then the Borrower shall use the Net Cash Proceeds from the issuance of such Funded Debt to prepay the Revolving Loans in an aggregate principal amount equal to such
excess, and if, as a result of an LC Exposure, any Borrowing Base Deficiency remains after prepaying all of the Revolving Loans, deposit with the Administrative Agent on behalf of the Lenders an amount equal to the lesser of such LC Exposure and any
remaining Net Cash Proceeds to be held as cash collateral as provided in Section 2.08(j) or (B) Debt not permitted by Section 9.02, then the Borrower shall use the cash proceeds from the issuance of such Funded Debt to prepay
the Revolving Loans and Term Loans pro rata in an aggregate principal amount equal to the principal amount of such Debt and the Maximum Credit Amount and Borrowing Base shall be permanently reduced in the amount of such Debt applied to the Revolving
Loans. The Borrower shall make such prepayment and/or deposit of cash collateral as soon as practical, and in any event no later than the Business Day after it or any Subsidiary receives such Net Cash Proceeds as a result of such issuance or
incurrence of Funded Debt. 
 (v) At any time during the Non-Conforming Period or the Term Loans are outstanding, upon any Sale of Oil and
Gas Properties (or any Sale of Equity Interests of a Obligor directly or indirectly owning Oil and Gas Properties) pursuant to Section 9.11(b)(iv) in a single transaction or series of related transactions with a fair market value equal
to or exceeding $10,000,000, in a single transaction or series of transactions, the Borrower shall prepay the Revolving Loans with the Net Cash Proceeds from such Sale; provided an amount equal to the Conforming Borrowing Base deficiency
existing as a result of the reduction in the Conforming Borrowing Base due to the sale of such assets shall be applied to Revolving Loans under the Conforming Borrowing Base; provided, further that any Net Cash Proceeds in excess of such
Conforming Borrowing Base deficiency shall be applied against the Revolving Loans or Term 

  
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CREDIT AGREEMENT 









 
Loans, as directed by the Borrower in its sole discretion (it being agreed and understood that there shall be no permanent reduction of the Revolving Loans Commitment on account of any payment
under this proviso); provided, further, Borrower shall not be required to prepay the Revolving Loans in excess of such Conforming Borrowing Base deficiency pursuant to this Section 3.04(c)(v) if the Borrower intends to reinvest
such Net Cash Proceeds in Oil and Gas Properties (or Equity Interests in an entity owning Oil and Gas Properties), which reinvestment shall be completed within one (1) year of such Sale (which period may be extended by the Administrative Agent
in its sole discretion for an additional period of 180 days if a binding commitment has been entered into for the reinvestment of such Net Cash Proceeds); provided, further, all such reinvested amounts shall remain subject to the provisions
of Section 3.04(c)(vii). 
 (vi) At any time after the Non-Conforming Period and the Term Loans have been repaid in full, if
upon any Sale of Oil and Gas Properties (or any Sale of Equity Interests of a Obligor directly or indirectly owning Oil and Gas Properties) pursuant to Section 9.11(b)(iv), the sum of (A) the aggregate value, if any, attributable to
such Oil and Gas Properties (and/or Oil and Gas Properties directly or indirectly owned by such Obligor, as applicable) in the most recently delivered Reserve Report, plus (B) the aggregate value, if any, attributable to the Oil and Gas
Properties in such Reserve Report in respect of all other Sales of Oil and Gas Properties and Equity Interests of Obligors effected since the most recent Scheduled Redetermination Date, exceeds an amount equal to five percent (5%) of the then
effective Borrowing Base, then the Borrower shall to the extent of such Borrowing Base deficiency existing as a result of the reduction in the Borrowing Base due to such Sale prepay the Revolving Loans under the Borrowing Base with the Net Cash
Proceeds from such Sale. 
 (vii) If, at any time Revolving Loans or LC Exposure are outstanding, the Consolidated Cash Balance exceeds
$70,000,000.00 as of the end of each Consolidated Cash Measurement Day commencing with the first full week after the Effective Date, then notwithstanding any other provision of this Agreement or any other Loan Document to the contrary, the Borrower
shall, within one Business Day after such Consolidated Cash Measurement Day, (a) prepay the Revolving Loans in an aggregate principal amount equal to such excess (which prepayment shall be applied as elected by the Borrower in its sole
discretion), and (b) if any excess remains after prepayment of all the Revolving Loans, to the extent any LC Exposure is outstanding, deposit with the Administrative Agent on behalf of the Lenders an amount equal to the lesser of such LC
Exposure and any remaining excess as provided in Section 2.08(j). No breakage or similar fees (including any amounts under Section 5.02) shall be payable and no prepayment notice shall be required in respect of any
prepayments made pursuant to this Section 3.04(c)(vii). 
 (viii) At any time during the Non-Conforming Period or the Term Loans
are outstanding, within one (1) Business Day after the receipt of any Net Cash Proceeds of insurance or condemnation awards paid in respect of any Collateral constituting Oil and Gas Properties in excess of $10,000,000 per Casualty Event of the
Obligors, the Borrower shall prepay the Revolving Loans in an amount equal to such Net Cash Proceeds provided, Borrower shall not be required to prepay the Borrowings pursuant to this Section 3.04(c)(viii) if the Borrower has
entered into a binding obligation to reinvest in Oil and Gas Properties or acquire substantially similar assets or refurbish and repair the damaged assets using such proceeds, which reinvestment, acquisition, repair or refurbishment shall be
completed within one (1) year 

  
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of such Sale (which period may be extended by the Administrative Agent in its sole discretion for an additional period of 180 days if a binding commitment has been entered into for such
reinvestment, acquisition, repair or refurbishment); provided further all such reinvestment amounts shall remain subject to the provisions of Section 3.04(c)(vii). 

(ix) Upon the occurrence of (A) the Maturity Date, or (B) a Change of Control, the Obligations shall be indefeasibly paid in full in
cash. 
 (x) Each prepayment pursuant to Section 3.04(c)(i) through (iv)(A), (vi) through
(ix) and, to the extent applicable to the Revolving Loans, Section 3.04(c)(iv)(B) and 3.04(c)(v), shall be applied ratably to the Revolving Loans then outstanding and such prepayments shall be applied, first,
ratably to any ABR Borrowings then outstanding within such class, and, second, to any Eurodollar Borrowings then outstanding within such class, and if more than one Eurodollar Borrowing is then outstanding within such class, 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. 
 (xi) Each prepayment of Borrowings pursuant to Section 3.04(c)(v) shall be applied
first to the Conforming Borrowings up to the amount of any Borrowing Base Deficiency resulting from the applicable Sale of Oil and Gas Properties (or Equity Interests) pursuant to Section 2.07(g), and second to the
Borrowings elected by the Borrower in its sole discretion; provided that any prepayments of Borrowings of Term Loans pursuant to Section 3.04(c)(v) and (vi) may be applied to scheduled repayment installments in direct
order of maturity. 
 (xii) Except as otherwise provided herein, 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 and unpaid 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 (subject to
Section 4.04(c)(i)) a commitment fee, which shall accrue at the applicable Commitment Fee Rate on the average daily amount of the unused amount of the Revolving Loan Commitment of such Lender during the period from and including the date
of this Agreement to but excluding the Termination Date. 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 cause interest on the Notes or on other Obligations hereunder to exceed the Highest Lawful Rate, in which case such
commitment fees shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). 

  
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 (b) Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent
for the account of each Revolving Lender (subject to Section 4.04(c)(iii)) 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 Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to
but excluding the later of the date on which such Revolving Lender’s Revolving Loan Commitment terminates and the date on which such Revolving Lender ceases to have any LC Exposure, (ii) to each Issuing Bank a fronting fee equal to
0.50% per annum on the face amount of each Letter of Credit issued by such Issuing Bank hereunder, provided that in no event shall such fee be less than $500 and (iii) to each Issuing Bank, for its own account, its standard fees
with respect to the amendment, renewal or extension of any Letter of Credit issued by such Issuing Bank or processing of drawings thereunder. Participation 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 and fronting fees with respect to any Letter of Credit shall be payable at the time of issuance
of such Letter of Credit; 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 an 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 such
fees shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). 

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

Payments; Pro Rata Treatment; Sharing of Set-offs. 

Section 4.01 Payments Generally; Pro Rata Treatment; Sharing of Set-offs. 

(a) Payments by the Borrower. The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest,
fees or reimbursement of LC Disbursements, or of amounts payable under Section 5.01, Section 5.02, Section 5.03 or otherwise) prior to 1:00 p.m., Houston time, on the date when due, in immediately available funds,
without defense, deduction, recoupment, set-off or counterclaim (except for Taxes, if any, pursuant to Section 5.03(a), provided that the Borrower has complied with all of the requirements of such Section to the extent applicable). Fees,
once paid, shall be fully earned and shall not be refundable under any circumstances, absent manifest error. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the
next succeeding Business Day for purposes of calculating interest 

  
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thereon. All such payments shall be made to the Administrative Agent at its offices specified in Section 12.01, except payments to be made directly to an 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 take an assignment of, or
purchase participations in the Loans and participations in LC Disbursements of other Lenders, in each case, for cash at face value, 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 or make such other adjustments as shall be equitable, 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 but unpaid 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. 

  
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 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 any 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 such 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 such 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 such 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), Section 4.01(c) 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 Payments and Deductions to a Defaulting Lender. 

(a) [Reserved]. 
 (b) If a
Defaulting Lender (or a Lender who would be a Defaulting Lender but for the expiration of the relevant grace period) as a result of the exercise of a set-off shall have received a payment in respect of its Revolving Credit Exposure which results in
its Revolving Credit 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 Obligations. Further, if at any time prior to the acceleration or maturity of the Loans, the Administrative Agent shall receive any payment in respect of principal of a
Loan 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 4.04(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 Revolving
Loan Commitment of such Defaulting Lender pursuant to Section 3.05. 

  
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 (ii) The Commitments, 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, the Majority Lenders, the Majority Revolving Lenders, the Majority Term Lenders, the Required Lenders or the
Borrowing Base Required Lenders, as applicable, 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 the consent of each affected Lender and which affects such Defaulting Lender, shall require the consent of such Defaulting Lender; and provided further that no Defaulting Lender shall participate in any redetermination or
affirmation of the Borrowing Base, the Conforming Borrowing Base, or during the Non-Conforming Period, the Non-Conforming Borrowing Base, but the Revolving Loan 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
Revolving Lender becomes a Defaulting Lender then: 
 (A) all or any part of such LC Exposure shall automatically be reallocated (effective
as of the date such Lender becomes a Defaulting Lender) 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’ Revolving Loan Commitments, (2) the conditions set forth in Section 6.02 are
satisfied at such time and (3) subject to Section 12.19, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a
Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation; 

(B) if the reallocation described in clause (A) above cannot, or can only partially, be effected, then the Borrower shall within three
Business Days 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; 
 (C) if the Borrower cash collateralizes any portion of
such Defaulting Lender’s LC Exposure pursuant to this Section 4.04 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 4.04(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 after giving effect to such reallocation; or 

  
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 (E) if any Defaulting Lender’s LC Exposure is neither cash collateralized nor reallocated
pursuant to Section 4.04(c)(iii), then, without prejudice to any rights or remedies of the Issuing Bank or any Lender hereunder, all 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 Revolving 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 Revolving Loan Commitments of
the Non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 4.04(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 4.04(c)(iii)(A) (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 Revolving Lender to be a Defaulting Lender, then the LC Exposures of the Revolving Lenders shall be readjusted to reflect the inclusion of such Revolving Lender’s Revolving Loan Commitment and on such date such
Revolving Lender shall purchase at par such of the Revolving Loans or participations in Letters of Credit of the other Revolving Lenders as the Administrative Agent shall determine may be necessary in order for such Revolving Lender to hold such
Revolving Loans in accordance with its Applicable Percentage. 
 ARTICLE V 

Increased Costs; Break Funding Payments; Taxes; Illegality 

Section 5.01 Increased Costs. 

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

(i) impose, modify or deem applicable any reserve (including marginal, special, emergency or supplemental reserves), special deposit,
compulsory loan, insurance charge, or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender; or 

(ii) subject the Administrative Agent or any Lender to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses
(b) through (e) of the definition of Excluded Taxes, and (C) Connection Income Taxes) on its Loans, Loan principal, Letters of Credit, Commitments, or other obligations, or its deposits, reserves, other liabilities or capital
attributable thereto; or 
 (iii) impose on any Lender or the London interbank market any other condition, cost or expense 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, converting to, continuing 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. 

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

(c) Certificates. A certificate of a Lender or any Issuing Bank setting forth in reasonable detail the basis of its request and the
amount or amounts necessary to compensate such Lender or such 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 such Issuing Bank, as the case may be, the amount shown as due on any such certificate within 30 days after receipt thereof. 

(d) Effect of Failure or Delay in Requesting Compensation. Failure or delay on the part of any Lender or any Issuing Bank to demand
compensation pursuant to this Section 5.01 shall not constitute a waiver of such Lender’s or such Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender
or any Issuing Bank pursuant to this Section 5.01 for any increased costs or reductions incurred more than 270 days prior to the date that such Lender or such 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 such Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is
retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof. No Lender or Issuing Bank may make any demand pursuant to this Section 5.01 more than 270 days after the
Termination Date. 
 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 but excluding any prepayment required pursuant to Section 3.04(c)(vii)), (b) the assignment of any Eurodollar
Loan other than on the last day of the Interest Period applicable thereto as the result of the request by the Borrower pursuant to Section 5.04, (c) the conversion of any Eurodollar Loan into an ABR Loan other than on the last day
of the Interest Period applicable thereto, or (d) the failure to borrow, convert, continue or prepay any Eurodollar Loan on the date specified in any notice delivered pursuant hereto, 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 LIBO Rate that would have been applicable to such Loan, for the 

  
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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 and reasonably detailed calculations therefor, upon request of the Borrower, 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 Taxes; provided that if the Borrower or any Guarantor shall be required by applicable law to deduct any Taxes from such payments, as determined in good
faith by the Borrower or the Administrative Agent, as applicable, then (i) in the case of Indemnified Taxes or Other Taxes, the sum payable shall be increased as necessary so that after making all required deductions of Indemnified Taxes or
Other Taxes (including deductions applicable to additional sums payable under this Section 5.03(a)), the Administrative Agent, Lender, Issuing Bank or other recipient (as the case may be) receives an amount equal to the sum it would have
received had no such deductions been made, (ii) the Borrower or such Guarantor shall make all deductions required by applicable law and (iii) the Borrower or such Guarantor shall timely 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 timely pay
any Other Taxes to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of such Other Taxes. 

(c) Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent, each Lender and each 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 such 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 an 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, 

  
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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. 

(i) Any 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. In addition, any Lender, if
requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to
determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation
(other than such documentation set forth in Section 5.03(e)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such
Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. 
 (ii)
Without limiting the generality of the foregoing, 
 (A) any Lender that is a U.S. Person shall deliver to the Borrower and
the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed IRS Form W-9 certifying
that such Lender is exempt from U.S. federal backup withholding tax; 
 (B) any Foreign Lender shall, to the extent it is
legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from
time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable: 

(1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party
(x) with respect to payments of interest under any Loan Document, executed IRS Form W-8BEN or Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax
treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or
“other income” article of such tax treaty; 
  

  
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 (2) executed IRS Form W-8ECI; 

(3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of
the Code, (x) a certificate substantially in the form of Exhibit I-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10-percent shareholder” of
the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed
originals of IRS Form W-8BEN or Form W-8BEN-E, as applicable; or 
 (4) to the extent a Foreign Lender is not the beneficial
owner, executed IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or Form W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate substantially in the form of Exhibit I-2 or Exhibit I-3, IRS Form W-9, and/or other
certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign
Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit I-4 on behalf of each such direct and indirect partner; 

(C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative
Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the
Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be
prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and 

(D) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if
such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent,
at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent, such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i)


  
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of the Code) and such additional documentation and information reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent
to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D),
“FATCA” shall include any amendments made to FATCA after the date of this Agreement. 
 (iii) Each Lender agrees that if any form
or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

 (f) Treatment of Certain Refunds. If any party determines in its sole discretion exercised in good faith, that it has received a
refund of any Taxes as to which it has been indemnified pursuant to this Section 5.03 (including by the payment of additional amounts pursuant to this Section 5.03), it shall pay to the indemnifying party an amount equal to
such refund (but only to the extent of indemnity payments made under this Section 5.03 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without
interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to
this paragraph (f) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything
to the contrary in this paragraph (f), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (f) the payment of which would place the indemnified party in a less favorable net
after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with
respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party
or any other Person. 
 (g) Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 10
days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation
of the Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 12.04(c) relating to the maintenance of a Participant Register, and (ii) any Excluded Taxes
attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or
legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby
authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the
Administrative Agent under this Section 5.03(g). 

  
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 Section 5.04 Designation of Different Lending Office; Replacement of Lenders. 

(a) Designation of Different Lending Office. If (1) any Lender requests compensation under Section 5.01,
or (2) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.03, then such Lender shall use reasonable efforts to
designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment
(i) would eliminate or reduce amounts payable pursuant to Section 5.01 or Section 5.03, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost
or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. 

(b) Replacement of Lenders. If (i) any Lender requests compensation under Section 5.01, (ii) the Borrower
is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.03, (iii) any Lender asserts an illegality under
Section 5.05, (iv) any Lender becomes a Defaulting Lender, (v) any Revolving Lender does not consent to any proposed increase in or reaffirmation of the Borrowing Base, (vi) in connection with any consent to or
approval of any proposed amendment, waiver, consent or release with respect to any Loan Document that requires the consent of each Lender or the consent of each Lender affected thereby, the consent of the Majority Lenders shall have been obtained
but any Lender has not so consented to or approved such proposed amendment, waiver, consent or release, or (vii) in connection with any consent to or approval of any proposed amendment, waiver, consent or release with respect to
Section 2.09 that requires the consent of each Term Lender or the consent of each Term Lender affected thereby, the consent of the Term Lenders having more than sixty-six and two-thirds percent (66- 2⁄3%) of the then outstanding principal amount of the Term
Loans shall have been obtained but any Term Lender has not so consented to or approved such proposed amendment, waiver, consent or release, then in any such case, the Borrower may, at its sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.04), all its interests, rights and obligations under this
Agreement to an assignee or assignees that shall assume such obligations (which assignee may be another Lender, if such Lender accepts such assignment); provided that (A) the Borrower shall have received the prior written consent of the
Administrative Agent, which consent shall not unreasonably be withheld, (B) 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), (C) in the case of any such assignment
resulting from a claim for compensation under Section 5.01, for payments required to be made pursuant to Section 5.03 or an illegality under Section 5.05, such assignment
will result in a reduction in such compensation or payments or avoid the illegality. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a 

  
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waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Each Lender hereby agrees to make such assignment and
delegations required under this Section 5.04(b) and (D) if such assignment is pursuant to subpart (b)(v) or (b)(vi) or (b)(vii), such assignee must consent to vote for such amendment to which the
non-consenting lender did not vote. 
 Section 5.05 Illegality. Notwithstanding any
other provision of this Agreement, in the event that it becomes unlawful for any Lender or its applicable lending office to honor its obligation to make or maintain Eurodollar Loans either generally or having a particular Interest Period hereunder,
then (a) such Lender shall promptly notify the Borrower and the Administrative Agent thereof and such Lender’s obligation to make such Eurodollar Loans shall be suspended (the “Affected Loans”) until such time as such
Lender may again make and maintain such Eurodollar Loans and (b) all Affected Loans which would otherwise be made by such Lender shall be made instead as ABR Loans (and, if such Lender so requests by notice to the Borrower and the
Administrative Agent, all Affected Loans of such Lender then outstanding shall be automatically converted into ABR Loans on the last day of the then current Interest Period for such Affected Loans) and, to the extent that Affected Loans are so made
as (or converted into) ABR Loans, all payments of principal which would otherwise be applied to such Lender’s Affected Loans shall be applied instead to its ABR Loans. 

ARTICLE VI 
 Conditions
Precedent 
 Section 6.01 Effective Date. The obligations of the Lenders to make Loans and of any 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 Bankruptcy Court shall have entered a final order satisfactory to the Administrative Agent and the Lenders party to the Restructuring
Support Agreement confirming the Plan of Reorganization (the “Confirmation Order”) and all conditions to the Plan Effective Date shall have been satisfied (or will be satisfied upon the occurrence of the Effective Date) or waived.
The Confirmation Order shall approve the Loan Documents and authorize the Borrower’s and the Guarantors’ execution and delivery thereof. 

(b) The Arranger, the Administrative Agent and the Lenders shall have received all fees and other amounts due and payable on or prior to the
Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.

 (c) The Administrative Agent shall have received the Plan Lender Paydown payment in cash for the pro rata benefit of the Lenders,
and the Obligors and their respective Subsidiaries shall be in compliance with Section 3.04(c)(vii) on a pro forma basis after giving effect to such payment. 

  
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 (d) The Administrative Agent shall have received a certificate of the Secretary or a Responsible
Officer of the Borrower and of each Guarantor setting forth (i) resolutions of the Managers, board of directors or other managing body with respect to the authorization of the Borrower or such Guarantor to execute and deliver the Loan Documents
to which it is a party and to enter into the Transactions, (ii) the individuals (A) who are authorized to sign the Loan Documents to which the Borrower or such Guarantor is a party and (B) who will, until replaced by another
individual 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 other Loan Documents to which it is a party,
(iii) specimen signatures of such authorized individuals, and (iv) for the Borrower and each Guarantor, the articles or certificate of incorporation or formation and bylaws, operating agreement or partnership agreement, as applicable,
certified by the Secretary of State of the jurisdiction of organization, (v) for the Borrower and each Guarantor, copies of the bylaws, limited liability company operating agreement, partnership agreement or comparable governing document, in
each case, 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. 

(e) The Administrative Agent shall have received a certificate of the chief executive officer or chief financial officer of the Borrower and
each of the other Obligors certifying that (i) all representations and warranties of the Borrower and each such other Obligor in the Loan Documents are true and correct in all material respects, except those representations and warranties which
include a materiality qualifier, and shall be true and correct as so qualified, (ii) no Default or Event of Default has occurred or is continuing or will result from the making of the Loans or the Transactions contemplated by the Loan Documents
and (iii) all conditions precedent in this Section 6.01 have been satisfied or waived in accordance with the terms of the Loan Documents. 

(f) The Administrative Agent shall have received a Solvency Certificate from the chief financial officer of the Borrower certifying that
(i) the Borrower and (ii) the Borrower and the other Obligors taken as a whole, are Solvent. 
 (g) The Administrative Agent shall
have received certificates of the appropriate State agencies with respect to the existence, qualification and long form good standing or other comparable status of the Borrower and each of the other Obligors. 

(h) 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. 
 (i) To the extent requested by a Lender, the Administrative Agent shall have
received duly executed Notes payable to each such Lender in a principal amount equal to its Maximum Credit Amount or Term Loan Commitment, as applicable, dated as of the date hereof. 

  
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 (j) 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 Guaranty Agreement and the Security Instruments deemed necessary or advisable by the Administrative Agent. 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) on at least 95% of the total value of the Proved Reserves of the Oil and Gas Properties of the Obligors and their respective Subsidiaries evaluated in the Initial Reserve Report, and all of the
Equipment and Facilities associated therewith; 
 (ii) have received evidence and be satisfied that the flood insurance required for each
Property set forth in Annex IV is in effect; and 
 (iii) have received certificates, together with undated, blank stock powers for
each such certificate, representing all of the issued and outstanding Equity Interests of the Borrower and each of the Guarantors, to the extent such Equity Interests are certificated. 

(k) The Administrative Agent shall have received UCC financing statements for the Borrower and each Guarantor to be filed in each such
Person’s state of incorporation or formation, or principal place of business, as applicable. 
 (l) The Administrative Agent shall have
received an opinion of (x) Kirkland & Ellis, LLP, counsel to the Borrower, in form and substance reasonably satisfactory to the Administrative Agent, as to such customary matters regarding this Agreement, the Security Instruments and
the other Loan Documents and the Transactions as the Administrative Agent or its counsel may reasonably request and (y) local counsel reasonably acceptable to the Administrative Agent and its counsel with respect to mortgages and other recorded
instruments to perfect interests in real property. 
 (m) The Administrative Agent shall have received an ACORD evidence of insurance
certificate evidencing coverage of the Obligors and their respective Subsidiaries evidencing that the Borrower is carrying insurance in accordance with Section 8.06 and naming the Administrative Agent in such capacity for
the Lenders as loss payee on all property insurance policies and naming the Administrative Agent as additional insureds on all liability policies. 

(n) The Administrative Agent shall have received a certificate of a Responsible Officer certifying that the Borrower has received all consents
and approvals required by Section 7.03. 
 (o) The Administrative Agent shall have received the pro forma fresh
start balance sheet of the Obligors and their Subsidiaries prepared in good faith based on assumptions believed to be reasonable and the Initial Reserve Report accompanied by a Reserve Report Certificate. 

(p) The Administrative Agent shall have received appropriate UCC and other Lien and Judgment search certificates from the jurisdiction of
(i) organization, (ii) location of principle office, and (iii) each location where Property is located for each Obligor reflecting no prior Liens encumbering the Properties of such Obligor other than those being assigned or released
on or prior to the Effective Date or Liens permitted by Section 9.03. 

  
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 (q) The Administrative Agent shall have reviewed and be reasonably satisfied with the
Borrower’s and its Subsidiaries’ corporate, organizational and capital structure and tax and securities law treatment, and shall have performed and be satisfied with such other due diligence regarding the Obligors or their respective
Subsidiaries and their respective Properties as the Administrative Agent may reasonably require. 
 (r) The Plan Rights Offering shall have
closed in accordance with its terms and the Borrower shall have received a minimum cash equity contribution of $530 million from the Plan Rights Offering. 

(s) The Administrative Agent shall have received a Borrowing Request in accordance with Section 2.03 and Section
2.09(c) and a request to amend and issue each Existing Letter of Credit in accordance with Section 2.08(b). 

(t) The Administrative Agent and the Lenders shall have received, and be reasonably satisfied in form and substance with, all documentation and
other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including but not restricted to the Patriot Act. 

(u) The Borrower shall have delivered to the Administrative Agent copies certified by a Responsible Officer of the Borrower as being true and
complete copies of each of: 
 (i) the Plan Rights Offering Agreement and material documents; 

(ii) the contribution agreement whereby Prepetition Borrower contributes all of its assets to Borrower; 

(iii) the membership interest purchase agreement whereby Holdings acquires the Equity Interests of Borrower; 

(iv) the contribution agreement whereby Holdings contributes the Equity Interests of Borrower to Parent; 

(v) the reorganization documents whereby the Subsidiaries of the Prepetition Borrower are merged, consolidated, converted or dissolved; 

(vi) the Linn-Berry Settlement Agreement; 

(vii) the Linn-Berry Transition Services and Separation Agreement; 

(viii) the Linn-Berry Joint Operating Agreements; and 

(ix) the Linn Funds Flow Memorandum. 

(v) The Administrative Agent shall have received such other documents as the Administrative Agent or counsel to the Administrative Agent may
reasonably request. 

  
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 The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date, and
such notice shall be conclusive and binding. 
 Section 6.02 Each Credit Event. The obligation of each Lender to make a Loan on
the occasion of any Borrowing (including the initial funding), and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: 

(a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of
Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. 
 (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 Material Adverse Effect shall have occurred. 

(c) [Reserved]. 
 (d) Each of the
representations and warranties of the Borrower and the Guarantors, set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except for those which have a materiality qualifier, which shall be
true and correct as so qualified) 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 in all material respects (except for those which have a materiality qualifier, which shall be true and correct as so qualified) as of such specified earlier date. 

(e) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or Section
2.09(c), as applicable, or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable. 
 (f) After giving
pro forma effect to such Borrowing, the projected Consolidated Cash Balance as of the immediately following Consolidated Cash Measurement Day shall not exceed the amount set forth in Section 3.04(c)(vii), which projections shall be estimated
by the Borrower in good faith and certified as being based on estimates and assumptions that the Borrower believes in good faith to be reasonable at the time made (it being agreed and understood that the Borrower shall make no assurances or
guarantees that the projected results will be realized). 
 Each request for a Borrowing and each request for the issuance, amendment,
renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in this Section 6.02. 

Section 6.03 Additional Conditions to Credit Events. In addition to the conditions precedent set forth in
Section 6.02, 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 

  
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that the LC Exposure will be 100% covered by the Commitments of the Non-Defaulting Lenders and/or the Borrower will cash collateralize the LC Exposure in
accordance with Section 4.04(c)(i), and participating interests in any such newly issued or increased Letter of Credit shall be allocated among Non-Defaulting Lenders in accordance with
Section 4.04(c)C(A) (and Defaulting Lenders shall not participate therein). 
 Section 6.04 Post-Closing
Obligations. Within the time periods specified on Schedule 6.04 (as each may be extended in writing by the Administrative Agent in its sole discretion, in each case, for a period not to exceed 30 days in the aggregate), each Obligor
shall, and shall cause each Subsidiary to, provide the documentation, and complete the undertakings, as are set forth on Schedule 6.04. All conditions precedent, covenants and representations and warranties contained in this Agreement and the
other Loan Documents shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above and on Schedule 6.04 within the time periods required by this
Section 6.04, rather than as elsewhere provided in the Loan Documents); provided that (x) to the extent any representation and warranty would not be true, or any provision of any covenant breached, because the
foregoing actions were not taken on the Effective Date, the respective representation and warranty shall be required to be true and correct in all material respects, and the covenant complied with, at the time the respective action is taken (or was
required to be taken) in accordance with the foregoing provisions of this Section 6.04 and (y) all representations and warranties and covenants relating to the Loan Documents shall be required to be true or, in the
case of any covenant, complied with, immediately after the actions required to be taken by this Section 6.04 have been taken (or were required to be taken). 

ARTICLE VII 

Representations and Warranties 

The Borrower and each of the other Obligors jointly and severally represents and warrants to the Lenders that: 

Section 7.01 Organization; Powers. Each of the Obligors and their respective 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 or has applied to qualify to do business 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 or
limited liability company powers and have been duly authorized by all necessary corporate or limited liability company and, if required, member action (including, without limitation, any action required to be taken by any class of directors of the
Borrower or any other Person, whether interested or disinterested, in order to ensure the due authorization of the Transactions). When executed and delivered, each Loan Document to which the Borrower and any Guarantor is a party will have been duly
executed and delivered by the Borrower and such Guarantor and will constitute a legal, valid and binding obligation of the 

  
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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 (including the members or any class of directors of the Borrower or any other Person, whether interested or disinterested), nor is any such consent, approval,
registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactions contemplated thereby, except (i) such as have been obtained or made and are in full force and effect,
(ii) the filings and recordings necessary to perfect the Liens created hereby and by the Security Instruments, (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder or could not
reasonably be expected to have a Material Adverse Effect and (iv) the filing of any required documents with the SEC, (b) will not violate any applicable law or regulation or the charter, by-laws or
other organizational documents of the Obligors or their respective Subsidiaries or any order of any Governmental Authority (except for such violations that would not reasonably be expected to have a Material Adverse Effect), (c) will not violate or
result in a default under any indenture, agreement or other instrument evidencing Material Debt binding upon the Borrower or any Guarantor or their Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or
such Guarantor and (d) will not result in the creation or imposition of any Lien on any Property of the Obligors or their respective Subsidiaries (other than the Liens created by the Loan Documents). 

Section 7.04 Financial Position; No Material Adverse Effect. 

(a) The Borrower has delivered to the Administrative Agent and each of the Lenders (i) the pro forma Effective Date balance sheet of the
Borrower reasonably reflecting in the Borrower’s good faith estimate the fresh start accounting and (ii) each other Financial Statement required to be delivered pursuant to Section 6.01 or
Section 8.01. The Financial Statements that have been delivered and which are maintained prior to delivery by the Obligors present fairly, in all material respects, the financial position and results of operations and cash
flows of Holdings and its Consolidated Subsidiaries as of such date and for each such period in accordance with GAAP; provided the pro forma Effective Date balance sheet of the Borrower delivered on the Effective Date is the Borrower’s
good faith estimate. 
 (b) Since the Effective Date and the date of the last Financial Statements delivered pursuant to
Section 8.01, there has been no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect. 

(c) As of the Effective Date, neither the Borrower or any other Obligor nor their respective Subsidiaries has any Material Debt (including
Disqualified Capital Stock), or any material contingent liabilities, material off-balance sheet liabilities or partnerships, material liabilities for Taxes, material unusual forward or long-term commitments or
material unrealized or anticipated losses from any unfavorable commitments, except (i) the Obligations, (ii) as referred to or reflected or provided for in the Financial Statements delivered under Section 7.04(a) or (iii) as
disclosed to the Administrative Agent prior to the date hereof. 

  
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 Section 7.05 Litigation. 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 in writing against or affecting the Obligors or their respective Subsidiaries
(a) 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 (b) that involve any Loan Document. 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 would reasonably be expected to result in, a Material Adverse Effect. 
 Section 7.06 Environmental Matters.
Except for such matters that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on the Borrower or any other Obligor or their respective Subsidiaries: 

(a) the Obligors and their respective Subsidiaries and each of their respective Properties and operations thereon are, and within all
applicable statute of limitation periods have been, in compliance with all applicable Environmental Laws; 
 (b) the Obligors and their
respective Subsidiaries have obtained all Environmental Permits required for their respective operations and each of their Properties, with all such Environmental Permits being currently in full force and effect, and none of Borrower or its
Subsidiaries has received any written notice or otherwise has knowledge that any such existing Environmental Permit will be revoked or that any application for any new Environmental Permit or renewal of any existing Environmental Permit will be
protested or denied; 
 (c) there are no claims, demands, suits, orders, inquiries, or proceedings concerning any violation of, or any
liability (including as a potentially responsible party) under, any applicable Environmental Laws that are pending or, to the knowledge of any Obligor, threatened against the Obligors and their respective Subsidiaries or any of their respective
Properties or as a result of any operations at the Properties; 
 (d) none of the Properties contain or have contained any:
(i) underground storage tanks; (ii) asbestos containing materials in a friable condition or otherwise requiring abatement under Environmental Laws; (iii) landfills or dumps; (iv) hazardous waste management units as defined
pursuant to RCRA or any comparable state law; or (v) sites on or nominated for the National Priority List promulgated pursuant to CERCLA or any similar state remedial priority list promulgated or published pursuant to any comparable state law;

 (e) there is no Release or threatened Release, of Hazardous Materials at, on, under or from any of the Borrower’s or its
Subsidiaries’ Properties, there is no investigation, remediation, abatement, removal, or monitoring of Hazardous Materials required under applicable Environmental Laws at such Properties and, to the knowledge of the Obligors, none of such
Properties are adversely affected by any Release or threatened Release of a Hazardous Material originating or emanating from any other real property; 

  
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 (f) neither the Obligors nor their respective Subsidiaries has received any written notice
asserting an alleged liability or obligation under any applicable Environmental Laws with respect to the investigation, remediation, abatement, removal, or monitoring of any Hazardous Materials at, under, or Released or threatened to be Released
from any real properties offsite the Borrower’s or its Subsidiaries’ Properties and there are no conditions or circumstances that would reasonably be expected to result in the receipt of such written notice; 

(g) there has been no exposure of any Person or property to any Hazardous Materials as a result of or in connection with the operations and
businesses of any of the Obligors’ and their respective Subsidiaries’ Properties that would reasonably be expected to form the basis for a material claim for damages or compensation and, to the knowledge of the Obligors, there are no
conditions or circumstances that would reasonably be expected to result in the receipt of notice regarding such exposure; and 
 (h) the
Obligors and their respective Subsidiaries have made available to the Lenders copies of all material environmental site assessment reports and other material documents relating to any alleged non-compliance
with or liability under Environmental Laws that are in any of the Obligors’ and their respective Subsidiaries’ possession or control and relating to their respective Properties or operations thereon. 

Section 7.07 Compliance with the Laws and Agreements; No Defaults. 

(a) Each of the Obligors and their respective Subsidiaries 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 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) No Default has occurred and is continuing. 

Section 7.08 Investment Company Act. None of the Obligors or their respective Subsidiaries 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 Obligors and their respective Subsidiaries has timely filed or caused to be filed all Tax returns
(including extensions) 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
Obligors and their respective Subsidiaries, 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 Obligors or their respective Subsidiaries in respect of Taxes and other governmental charges are, in the reasonable opinion of the Obligors, adequate. No Tax Lien (other than an Excepted
Lien) has been filed and, to the knowledge of the Obligors, no claim is being asserted with respect to any such Tax or other such governmental charge. The Borrower is treated as a disregarded entity, Parent is treated as a partnership or a
disregarded subsidiary of Holdings and Holdings is treated as a corporation for U.S. federal income tax purposes. 

  
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 Section 7.10 ERISA. Except as would not reasonably be expected, individually or in
the aggregate, to have a Material Adverse Effect: 
 (a) The Obligors and their respective Subsidiaries and each ERISA Affiliate have
complied in all material respects with ERISA and, where applicable, the Code regarding each Plan, if any. 
 (b) Each Plan, if any, is, and
has been, maintained in substantial compliance with ERISA and, where applicable, the Code. 
 (c) No ERISA Event with respect to any Plan has
occurred or is expected by the Borrower, any of its Subsidiaries or any ERISA Affiliate to be incurred with respect to any Plan. 
 (d) No
accumulated funding deficiency (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, exists with respect to any Plan. 

(e) None of the Obligors and their respective Subsidiaries or 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 Multiemployer Plan. 

(f) None of the Obligors and their respective Subsidiaries or any ERISA Affiliate is required to provide security under Section 401(a)(29) of
the Code due to a Plan amendment that results in an increase in current liability for the Plan. 
 (g) None of the Obligors and their
respective Subsidiaries nor any ERISA Affiliate sponsors, maintains or contributes to an employee welfare benefit plan, as defined in Section 3(1) of ERISA, including any such plan maintained to provide benefits to former employees of such
entities, that may not be terminated by the Obligors and their respective Subsidiaries or any ERISA Affiliate in its sole discretion without any material liability. 

Section 7.11 Disclosure; No Material Misstatements. None of the reports, financial statements, certificates or other written
information (other than Reserve Reports and any information delivered in connection therewith) furnished by or on behalf of the Obligors and their respective Subsidiaries to the Administrative Agent or any Lender pursuant to this Agreement or any
other Loan Document or delivered by the Borrower, any other Obligor or any of their respective Subsidiaries to the Administrative Agent or any Lender 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 materially misleading on the date when furnished;
provided that with respect to financial estimates, projected or forecasted financial information and other forward-looking information, the Obligors each represents and warrants only that such information was prepared in good faith based upon
assumptions believed to be reasonable at the time of preparation; it being understood that (a) such projections and forecasts, as to future events, are not to be viewed as facts, that 

  
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actual results during the period(s) covered by any such projections or forecasts may differ significantly from the projected or forecasted results and that such differences may be material and
that such projections and forecasts are not a guarantee of financial performance, and (b) no representation is made with respect to information of a general economic or general industry nature. There are no statements or conclusions in any
Reserve Report or in any information delivered in connection therewith which are based upon or include materially misleading information of a material fact or fail to take into account material information regarding the material matters reported
therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Obligors and their respective Subsidiaries and production and cost estimates contained in each Reserve Report and in other information
delivered in connection therewith are necessarily based upon professional opinions, estimates and projections and that no warranty is made with respect to such opinions, estimates and projections. 

Section 7.12 Insurance. The Borrower and each other Obligor has, and has caused all of their respective 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 Obligors or their respective 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. Except as permitted by Section 9.14, neither the Obligors nor their
respective Subsidiaries is a party to any material agreement or arrangement or is subject to any order, judgment, writ or decree, which either prohibits or purports to prohibit any of the Obligors or their respective Subsidiaries from granting Liens
to the Administrative Agent and the Lenders on or in respect of their Properties to secure the Obligations. 
 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), and which disclosure shall be a supplement to Schedule 7.14, none of
the Obligors has any direct or indirect Subsidiaries. Neither the Borrower nor the Parent Guarantor has any direct or indirect Foreign Subsidiaries. 

Section 7.15 Location of Business and Offices. The jurisdiction of organization; the correct legal name of each Obligor and its
respective Subsidiaries as listed in the public records of its jurisdiction of organization; the organizational identification number of each Obligor and its respective Subsidiaries in its respective jurisdiction of organization; the federal tax
identification number, if applicable, of each Obligor and its respective Subsidiaries; and the principal place of business and chief executive offices of each Obligor and its respective Subsidiaries set forth on Schedule 7.15 (or as set forth
in a notice delivered pursuant to Section 8.01(k) and delivered in accordance with Section 12.01). 

  
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 Section 7.16 Properties; Titles, Etc. 

(a) Each of the Obligors and their respective Subsidiaries has good and defensible title to its Oil and Gas Properties evaluated in the most
recently delivered Reserve Report (other than those disposed of in compliance with Section 9.11 since delivery of such Reserve Report and those title defects disclosed in writing to the Administrative Agent) and good title
to all its personal Properties, in each case, free and clear of all Liens except Liens permitted by Section 9.03. After giving full effect to the Excepted Liens, an Obligor or one of their respective Subsidiaries 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 Obligors and
their respective Subsidiaries 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 Obligors’ and their respective Subsidiaries’ net revenue interest in such Property. 

(b) All material leases and agreements necessary for the conduct of the business of the Obligors and their respective Subsidiaries are valid
and subsisting, in full force and effect, except to the extent any failure to be valid and subsisting and in full force and effect could not reasonably be expected to have a Material Adverse 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 agreement, which could reasonably be expected to have a Material Adverse Effect. 

(c) The rights and Properties presently owned, leased or licensed by the Obligors and their respective Subsidiaries including, without
limitation, all easements and rights of way, include all rights and Properties reasonably necessary to permit the Obligors and their respective Subsidiaries to conduct their business, except to the extent any failure to satisfy the foregoing could
not reasonably be expected to have a Material Adverse Effect. No structure with two or more walls located on owned Real Estate is located in a special flood hazard zone, except as disclosed on Schedule 7.16 (or as set forth in a notice
delivered in accordance with Section 12.01). 
 (d) All of the Properties of the Obligors and their respective
Subsidiaries (other than the Oil and Gas Properties, which are addressed in Section 7.17) which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance
with prudent business standards, except to the extent any failure to satisfy the foregoing could not reasonably be expected to have a Material Adverse Effect. 

(e) The Obligors and their respective Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other
intellectual Property material to its business, and the use thereof by the Obligors and their respective Subsidiaries does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate,
could not reasonably be expected to result in a Material Adverse Effect. The Obligors and their respective Subsidiaries either own or have valid licenses or other rights to use all databases, geological data, geophysical data, engineering data,
seismic data, maps, 

  
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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 Obligors and their respective Subsidiaries have been maintained, operated and developed in a good and workmanlike manner and in conformity with all
Governmental Requirements and in conformity with the provisions of all leases, subleases or other contracts comprising a part of the Hydrocarbon Interests and other contracts and agreements forming a part of the Oil and Gas Properties of the
Obligors and their respective Subsidiaries. Specifically in connection with the foregoing, except as could not reasonably be expected to have a Material Adverse Effect, (a) no Oil and Gas Property of the Obligors and their respective
Subsidiaries is subject to having allowable production reduced below the full and regular allowable production (including the maximum permissible tolerance) because of any overproduction (whether or not the same was permissible at the time) and
(b) none of the wells comprising a part of the Oil and Gas Properties (or Properties unitized therewith) of the Obligors and their respective Subsidiaries is deviated from the vertical more than the maximum permitted by Governmental
Requirements, and such wells are, in fact, bottomed under and are producing from, and the well bores are wholly within, such Oil and Gas Properties (or in the case of wells located on Properties unitized therewith, such unitized Properties). All
pipelines, wells, gas processing plants, platforms and other material improvements, fixtures and equipment owned in whole or in part by the Obligors or their respective 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 Obligors or their respective Subsidiaries, in a manner consistent with the Borrower’s or its Subsidiaries’
past practices (other than those the failure of which to maintain in accordance with this Section 7.17 could not reasonably be expected to have a Material Adverse Effect). 

Section 7.18 Gas Imbalances, Prepayments. As of the date hereof, except as set forth on Schedule 7.18 or on the most recent
Reserve Report Certificate, on a net basis there are no gas imbalances, take or pay or other prepayments which would require the Obligors or their respective Subsidiaries to deliver, in the aggregate, two percent (2%) or more of the monthly
production from Hydrocarbons produced from the Oil and Gas Properties of the Obligors or their respective Subsidiaries at some future time without then or thereafter receiving full payment therefor. 

Section 7.19 Marketing of Production. As of the date of delivery of each Reserve Report Certificate, 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 each Obligor
represents that it or its Subsidiaries are receiving a price for all production sold thereunder which is computed substantially in accordance with the terms of the 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 sixty (60) days notice or less without penalty or 

  
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detriment for the sale of production from the Obligors’ or their respective 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 more than six (6) months from the date of delivery of such Reserve Report
Certificate. 
 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(d) (as of the relevant period end), sets forth, a true and complete list of all Swap Agreements of the Borrower and each of its Subsidiaries, the material terms thereof
(including the type, term, effective date, termination date and notional amounts or volumes), the net marked-to-market value thereof, all credit support agreements
relating thereto (including any margin required or supplied) and the counterparty to each such agreement. 
 Section 7.21 Use of
Loans and Letters of Credit. The proceeds of the Loans and the Letters of Credit shall be used (a) to provide working capital, (b) to pay a portion of the Prepetition Claims in accordance with the Plan of Reorganization, (c) for
the acquisition, exploration and development of Oil and Gas Properties permitted hereunder, (d) for the issuance of Letters of Credit, and (e) for other lawful general corporate purposes, including Restricted Payments permitted hereunder.
The Obligors or their respective 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 the purchase of margin stock. After application of the proceeds of each Loan or Letter of Credit, not more than
five percent (5%) of the value of the assets (either of the Borrower only or of the Obligors or their respective Subsidiaries on a consolidated basis) will be margin stock. 

Section 7.22 Solvency. Immediately after giving effect to the Transactions and immediately prior to and after giving effect to
each Borrowing and each issuance, amendment, renewal, or extension of a Letter of Credit, (i) the Borrower is Solvent and (ii) the Borrower and the other Obligors taken as a whole, are Solvent. 

Section 7.23 Anti-Corruption. Neither the Obligors nor their respective Subsidiaries, nor any director, officer, agent, employee,
or Affiliate of the Obligors or their respective Subsidiaries is in violation of or is aware of or has taken any action, directly or indirectly, that would result in a violation by such Persons of any applicable Anti-Corruption Laws, including
without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give,
or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the
FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. 

  
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 Section 7.24 AML and Sanctions. Neither any of the Obligors nor any of their
respective Subsidiaries, nor any director, officer, agent, employee, or Affiliate of the Obligors or their respective Subsidiaries is (i) a Sanctioned Person or (ii) in violation of any AML Laws or Sanctions. The Borrower will not directly
or indirectly use the proceeds from the Loans or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other Person, in a manner that will cause a violation of AML Laws, Anti-Corruption Laws or
applicable Sanctions by any Person participating in the transactions contemplated by this Agreement, whether as lender, issuing bank, borrower, guarantor, agent, or otherwise. The Borrower represents that neither it nor any of the other Obligors nor
any of their respective Subsidiaries or Affiliates has engaged in or intends to engage in any dealings or transactions with, or for the benefit of, any Sanctioned Person or with or in any Sanctioned Country. No Borrowing or Letter of Credit relates,
directly or indirectly, to any activities or business of or with a Sanctioned Person or with or in a Sanctioned Country; and, the Obligors and their respective Subsidiaries and each of their Affiliates have conducted their business in material
compliance with all applicable Anti-Corruption Laws. 
 Section 7.25 Deposit and Securities Accounts. Set forth on Schedule
7.25 (as may be amended from time to time pursuant to Section 8.01(p) or Section 8.19) is a true and complete list of all deposit accounts and securities accounts maintained by the Borrower or any other Obligor
or any of their respective Subsidiaries, including all Controlled Proceeds Accounts and all Excluded Accounts. 
 Section 7.26
Ratification of Prepetition Mortgages. Borrower has legally and validly incurred the Debt and other Obligations pursuant to this Agreement and the other Loan Documents and each of the other Obligors has determined that it will benefit from
the incurrence of such Debt and other Obligations and has therefore legally and validly guaranteed such Debt and Obligations on a joint and several basis, and hereby agrees and acknowledges that each of the Prepetition Mortgages is hereby ratified
and affirmed as a continuing obligation of each Obligor party thereto pursuant to the Plan of Reorganization and pursuant to such Plan of Reorganization is deemed amended to secure the Debt and Obligations hereunder and authorizes the Administrative
Agent to file a copy of the order of the Bankruptcy Court, or an abstract thereof authorized by the Bankruptcy Court in each applicable jurisdiction of the Prepetition Mortgages as proof thereof. Each of the Prepetition Mortgages, the property
description and jurisdiction and filing office are accurately set forth on Annex V. 
 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 have been paid in full (other than indemnities and other contingent obligations not then due and payable and as to which no claim has been made as of the time of determination) and all Letters of Credit
shall have expired, terminated or have been cash collateralized (or as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been made) and all LC Disbursements shall have been reimbursed, each of the
Obligors covenants and agrees with the Lenders, and covenants and agrees with the Lenders to cause their respective Subsidiaries, that:  

  
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 Section 8.01 Financial Statements; Other Information. The Borrower will furnish to
the Administrative Agent and each Lender: 
 (a) Annual Financial Statements; Fresh Start Accounting. As soon as available, but in any
event not later than ninety (90) days after (i) the Effective Date (but not earlier than May 31, 2017), the fresh start accounting balance sheet of the Obligors as at the Effective Date, and (ii) the end of each fiscal year of
the Borrower (commencing with the year ending December 31, 2016, provided such Financial Statements shall be as Linn Energy LLC) Holdings’ and its Consolidated Subsidiaries audited consolidated balance sheet and related statements of
operations, members’ equity and cash flows as of the end of and for such year, setting forth in each case with respect to this clause (ii) in comparative form the figures for the previous fiscal year (which may be compared against the
financial statements of LINN Energy, LLC to the extent applicable) to the extent required pursuant to applicable SEC regulations, all reported on by KPMG, LLP or other independent public accountants of recognized national standing, without a
“going concern” or like qualification, emphasis on the matter or exception (except to the extent such “going concern” qualification is solely attributable to the Maturity Date occurring within the next twelve months) 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 Holdings and its Consolidated
Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; provided, however, it is agreed and understood that in the case of fiscal year ended December 31, 2016, the financial statements and the report
described herein shall be in respect of LINN Energy, LLC and its Consolidated Subsidiaries as of such date. 
 (b) Quarterly Financial
Statements. As soon as available, but in any event not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, Holdings and its Consolidated Subsidiaries consolidated
balance sheet and related statements of operations, members’ equity and cash flows as of the end of and for such 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 (which may be compared against the financial statements of LINN Energy, LLC to the extent applicable) to the extent required
pursuant to applicable SEC regulations, all certified by a Financial Officer as presenting fairly in all material respects the financial position and results of operations of Holdings and its Consolidated Subsidiaries on a consolidated basis in
accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided that for the first fiscal quarter immediately following the Effective Date,
the Borrower shall furnish the items required under this Section 8.01(b) not later than sixty (60) days after the end of such fiscal quarter. 

(c) Certificate of Financial Officer — Compliance. Concurrently with any delivery of financial statements under Section
8.01(a)(ii) or Section 8.01(b), a certificate of a Financial Officer of the Borrower and the Parent Guarantor in substantially the form of Exhibit B hereto (i) certifying as to whether a Default has occurred and is continuing
as of the date of such certificate and, if a Default has occurred and is continuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations
demonstrating compliance with Section 9.01 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the Effective Date which materially changes the calculation of any covenant or
affects compliance with the terms of this Agreement and, if applicable, specifying the effect of such change on the financial statements accompanying such certificate. 

  
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 (d) Swap Agreements. Concurrently with any delivery of financial statements under
Section 8.01(a)(ii) and Section 8.01(b), a true and complete list of all Swap Agreements, as of the last Business Day of such fiscal quarter or fiscal year, of the Obligors and each of their respective Subsidiaries, the material terms
thereof (including the type, term, effective date, termination date and notional amounts or volumes), the net mark-to-market value therefore, 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 and a confidential report reflecting its projected production for each
calendar year for which it has established hedge positions under Section 9.16(a)(i); provided that the Borrower shall not be required to provide any
mark-to-market value for any emission credit Swap Agreements, but the Borrower shall provide the aggregate amount owing by the Obligors and their respective Subsidiaries
under such emission credit Swap Agreements as of such date. 
 (e) Certificate of Insurer – Insurance Coverage. Concurrently with
the renewal of each insurance policy maintained by the Obligors and their respective Subsidiaries required by Section 8.06, an ACORD evidence of insurance certificate of such insurance coverage from the insurer providing
such insurance in form and substance satisfactory to the Administrative Agent, and, if requested by the Administrative Agent or any Lender, copies of all of the applicable policies. 

(f) SEC and Other Filings. To the extent applicable, promptly after the same become publicly available, copies of all periodic and other
reports, proxy statements and other materials filed by the Obligors and their respective Subsidiaries with the SEC, or with any national securities exchange; provided, however, that the Borrower shall be deemed to have furnished the
information required by this Section 8.01(f) if it shall have timely made the same available on “EDGAR” and/or on its home page on the worldwide web (at the date of this Agreement located at http://www.linnenergy.com); provided
further, however, that if any Lender is unable to access EDGAR or the Borrower’s home page on the worldwide web, the Borrower agrees to provide such Lender with paper copies of the information required to be furnished pursuant to
this Section 8.01(f) promptly following notice from the Administrative Agent that such Lender has requested the same. Information required to be delivered pursuant to this Section 8.01(f) shall be deemed to have been delivered on the date on which
the Borrower provides notice to the Administrative Agent that such information has been posted on “EDGAR” or the Borrower’s website or another website identified in such notice and accessible by the Administrative Agent without charge
(and the Borrower hereby agrees to provide such notice). 
 (g) Notices Under Material Instruments. Promptly after receipt, a copy of
any notice of default received from any holder or holders of any Material Debt (other than the Obligations) or any trustee or agent on its or their behalf, to the extent such notice has not otherwise been delivered to the Administrative Agent
hereunder. 

  
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 (h) Lists of Purchasers. Concurrently with the delivery of each December 31 Reserve
Report to the Administrative Agent pursuant to Section 8.11(a), a list of Persons purchasing Hydrocarbons from the Obligors and their respective Subsidiaries reasonably expected to account for at least eighty percent (80%) of the revenues
resulting from the sale of Hydrocarbons produced from the Mortgaged Properties in the quarter following the “as of” date of such Reserve Report. 

(i) Notice of Sales of Oil and Gas Properties. In the event the Obligors or their respective Subsidiaries intends to sell, transfer,
assign or otherwise dispose of any Oil or Gas Properties of any of the Obligors or their respective Subsidiaries included in the most recently delivered Reserve Report (or any Equity Interests in any Subsidiary owning interests in such Oil and Gas
Properties) as permitted under Section 9.11(b)(iv) during any period between two successive Scheduled Redetermination Dates having a fair market value, individually or in the aggregate, in excess of the lesser of (i) $25,000,000 and
(ii) five percent (5%) of (A) during the Non-Conforming Period, the Conforming Borrowing Base, and (B) after the Non-Conforming Period Termination Date,
the Borrowing Base, prior written notice of such disposition, the price thereof, the anticipated date of closing, and any other details thereof reasonably requested by the Administrative Agent or any Lender. 

(j) Notice of Casualty Events. Prompt written notice, and in any event within three Business Days (or such later date as the
Administrative Agent may agree to in its sole discretion), of the occurrence of any Casualty Event in excess of $5,000,000 or the commencement of any action or proceeding that could reasonably be expected to result in a Casualty Event in excess of
$10,000,000. 
 (k) Information Regarding Parent Guarantor, Borrower and Other Obligors. Prompt written notice of (and in any event
within ten (10) days after) any change (i) in the Parent Guarantor, Borrower’s or any Subsidiary’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 Parent Guarantor’s, Borrower’s or any Subsidiary’s chief executive office or principal place of business, (iii) in the Parent Guarantor’s, Borrower or any Subsidiary’s
identity or corporate structure, (iv) in the Parent Guarantor’s, Borrower’s or any Subsidiary’s jurisdiction of organization or such Person’s organizational identification number in such jurisdiction of organization, and
(v) in the Parent Guarantor’s, Borrower’s or any Subsidiary’s federal taxpayer identification number, if any. 
 (l)
Production Report and Lease Operating Statements. Within forty-five (45) days after the end of each fiscal quarter, a report setting forth, for each calendar month during the then-current fiscal year to date, 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 of the Obligors and their respective Subsidiaries, and setting
forth the related ad valorem, severance and production taxes and lease operating expenses attributable thereto and incurred for each such calendar month. 

(m) 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 Obligors or their respective Subsidiaries
which materially impacts this Agreement or any other Loan Document. 

  
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 (n) EDGAR Postings. In lieu of delivery of paper counterparts of financial statements or
other information required to be delivered to the Administrative Agent and each Lender pursuant to this Section 8.01, to the extent such financial statements or other information has been published on EDGAR, Borrower may
send to the Administrative Agent and each Lender notice that such financial statements or other information is available on EDGAR and delivery of such notice shall satisfy the Borrower’s requirements under this Section 8.01 to deliver to
the Administrative Agent and each Lender paper counterparts of such financial statements and other information. 
 (o) Annual Budgets.
Within 45 (forty-five) days after the end of each fiscal year of the Borrower (beginning with the date that falls forty-five (45) days after the end of fiscal year ending December 31, 2017), a detailed quarterly business plan and budget,
reasonably satisfactory to the Administrative Agent, for the following two (2) fiscal years of the Borrower and its Consolidated Subsidiaries on a consolidated basis, including forecasts prepared by management of the Borrower. 

(p) Concurrently with delivery of Financial Statements under Section 8.01(a)(ii), an updated Schedule 7.25. 

(q) Other Requested Information. Promptly following any request therefor, such other information regarding the operations, business
affairs and financial condition of the Obligors or their respective Subsidiaries (including, without limitation, any 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. 
 Section 8.02 Notices of Material
Events. The Borrower will furnish to the Administrative Agent and each Lender, promptly after the Borrower obtains knowledge thereof, written notice of the following: 

(a) the occurrence of any Default and Event of Default; 

(b) (i) 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 the Borrower or any Subsidiary not previously disclosed in writing to the Administrative Agent as to which there is a reasonable possibility of an adverse determination that, if adversely determined,
could reasonably be expected to result in a Material Adverse Effect and (ii) any material adverse development in any action, suit, proceeding, investigation or arbitration by or before any arbitrator or Governmental Authority against the
Borrower or any Subsidiary (whether or not previously disclosed to the Lenders) that, in the case of either (i) or (ii) above, if adversely determined, could reasonably be expected to result in liability in excess of $20,000,000; 

(c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to
result in liability of the Obligors or their respective Subsidiaries in an aggregate amount exceeding $1,000,000; and 
 (d) any other
development that has had or could reasonably be expected to result in a Material Adverse Effect. 

  
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 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 of its Subsidiaries 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 any of its Oil and Gas Properties is located or the ownership of its Properties requires such qualification, except where the failure to so satisfy the foregoing requirements 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 9.10 or any transaction permitted under
Section 9.11. 
 Section 8.04 Payment of Taxes. The Obligors will, and will cause each of their
Subsidiaries to, pay or discharge their Tax liabilities before the same shall become delinquent except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, and the Obligor or such Subsidiary has
set aside on its books adequate reserves with respect thereto in accordance with GAAP or (b) the failure to pay or discharge the same could not reasonably be expected to result in a Material Adverse Effect. 

Section 8.05 Operation and Maintenance of Properties. The Borrower will, and will cause each of its Subsidiaries to: 

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

(b) except to the extent disposed of pursuant to a transaction permitted by this Agreement, keep and maintain all Property material to the
conduct of its business in good working order and condition, ordinary wear and tear excepted. 
 (c) promptly pay and discharge, or make
reasonable and customary efforts to cause to be paid and discharged, all delay rentals, royalties, expenses and Obligations accruing under the leases or other agreements affecting or pertaining to its material Oil and Gas Properties and will do all
other things necessary to keep unimpaired their rights with respect thereto and prevent any forfeiture thereof or default thereunder except, in each case, where the failure to do so, individually or in the aggregate, could not reasonably be expected
to have a Material Adverse Effect. 

  
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 (d) promptly perform or make reasonable and customary efforts to cause to be performed, in
accordance with industry standards and in all material respects, the obligations required by each and all of the assignments, deeds, leases, sub-leases, contracts and agreements affecting its interests in its
Oil and Gas Properties and other Properties except, in each case, where the failure to do so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. 

(e) to the extent neither the Borrower nor one of its Subsidiaries is the operator of any of its Oil and Gas Property, the Borrower shall use
reasonable efforts to cause the operator to comply with this Section 8.05. 
 Section 8.06 Insurance.
The Borrower and each other Obligor will, and will cause each of their respective Subsidiaries to, maintain, with financially sound and reputable insurance companies, insurance reasonably satisfactory to the Administrative Agent and 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 Borrower and each Obligor shall at all times maintain flood insurance satisfactory to the
Lenders with respect to all Mortgaged Property having a structure with two or more walls that is located in a special flood hazard zone from such providers, on such terms and in such amounts as required by the Flood Disaster Protection Act. 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 or
otherwise include the Administrative Agent as “additional insureds” and provide that the insurer will endeavor to give at least thirty (30) days prior notice of any cancellation thereof to the Administrative Agent (or ten
(10) days prior notice of any cancelation on account of non-payment). 
 Section 8.07
Books and Records; Inspection Rights. The Borrower and each other Obligor will, and will cause each of their respective Subsidiaries to, keep proper books of record and account in accordance with GAAP. The Borrower and each other Obligor
will, and will cause each of its Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its Properties, to examine and make extracts from its books and
records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested. 

Section 8.08 Compliance with Laws. The Borrower and each other Obligor will, and will cause each of its Subsidiaries to, comply
with all laws, rules, regulations and orders of any Governmental Authority applicable to them or their 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. 

  
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 Section 8.09 Environmental Matters. 

(a) The Borrower and each other Obligor and each of their Subsidiaries shall at its sole expense (including such contribution from third
parties as may be available): (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, any other Obligors’, or their respective 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, any other Obligors’, or their respective 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 reasonable policies of environmental audit and compliance as may be reasonably necessary to continuously determine and
assure that the Borrower’s, any other Obligors’, or their respective Subsidiaries’ obligations under this Section 8.09(a) are timely and fully satisfied, which failure to establish and implement could reasonably be expected to
have a Material Adverse Effect. 
 (b) Each Obligor will promptly, but in any event within five (5) Business Days thereof, notify the
Administrative Agent and the Lenders in writing of any threatened action, investigation or inquiry by any Governmental Authority or any threatened demand or lawsuit by any landowner or other third party against the Borrower, any other Obligor or
their respective Subsidiaries or their Properties of which the Borrower or any other Obligor 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 $10,000,000, not fully covered by insurance, subject to normal deductibles. 

(c) The Obligors will, and will cause each Subsidiary to, provide such environmental audits, studies and tests as may be reasonably requested
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 reasonably required to be obtained by the Administrative Agent or the Lenders by any Governmental Authority), in
connection with any future acquisitions of material Oil and Gas Properties or other material Properties. 

  
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 Section 8.10 Further Assurances. 

(a) The Borrower and each other Obligor at its sole expense will, and will cause each of its Subsidiaries 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 (in regards to errors and mistakes), or accomplish the conditions precedent, covenants
and agreements of the Obligors or their respective Subsidiaries, as the case may be, in the Loan Documents, including the Notes, or to further evidence and more fully describe the collateral intended as security for the Obligations, or to correct
any mistakes in this Agreement or the Security Instruments 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 connection therewith. 
 (b) The Borrower and each other Obligor
hereby authorizes the Administrative Agent to file one or more financing or continuation statements, and amendments thereto, including without limitation, copies of the order of the Bankruptcy Court or abstracts thereof confirming the Plan of
Reorganization authorizing the continuation of the Prepetition Mortgages, relative to all or any part of the Mortgaged Property without the signature of the Borrower or any other Obligor where permitted by law. A carbon, photographic or other
reproduction of the Security Instruments or any financing statement covering the Mortgaged Property or any part thereof shall be sufficient as a financing statement where permitted by law. The Administrative Agent will promptly send the Borrower any
financing or continuation statements it files without the signature of the Borrower or any other Obligor and the Administrative Agent will promptly send the Borrower the filing or recordation information with respect thereto. 

(c) Neither the Borrower nor any other Obligor will, nor will it permit any Subsidiary to, grant a Lien on any Property to secure Funded Debt
without (i) except as otherwise expressly permitted by Section 9.03, the written consent of the Majority Lenders, (ii) an intercreditor and subordination agreement reasonably satisfactory to the Administrative
Agent, and (iii) to the extent such consent is granted, but a Lien has not already been granted to the Administrative Agent, cause such Subsidiary to grant to the Administrative Agent to secure the Obligations a first-priority, perfected Lien
on the same Property pursuant to Security Instruments in form and substance reasonably satisfactory to the Administrative Agent (subject only to Liens permitted under Section 9.03(c), to the extent the Liens on such Property securing the
Obligations have priority over the Liens securing the Funded Debt). In connection therewith, the Borrower and the other Obligors shall, or shall cause their respective Subsidiaries to, execute and deliver such other additional closing documents,
certificates and legal opinions as shall reasonably be requested by the Administrative Agent. 
 Section 8.11 Reserve Reports.

 (a) On or before March 1st and September 1st of each year, commencing September 1, 2017, the Borrower shall furnish to the
Administrative Agent and the Lenders a Reserve Report as of the immediately preceding December 31 or June 30, as applicable. The Reserve Report as of December 31 of each year shall be prepared by one or more non-Affiliate 

  
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third party petroleum engineers reasonably acceptable to the Administrative Agent and the June 30 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 shall have been prepared, except as otherwise specified therein, in accordance with the procedures used in the immediately preceding
December 31 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, except as otherwise
specified therein, in accordance with the procedures used in the immediately preceding December 31 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, in substantially the form of Exhibit G hereto (the “Reserve Report Certificate”), certifying that in all material respects: (i) the information provided by the Borrower in connection with the
preparation of such Reserve Report and any other information delivered in connection therewith by the Borrower is true and correct, and any projections based upon such information have been prepared in good faith based upon assumptions believed by
the Borrower to be reasonable, subject to uncertainties inherent in all projections, (ii) the Borrower or its Subsidiaries owns good and defensible title to the Oil and Gas Properties of the Obligors or their respective Subsidiaries 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 the Oil and Gas Properties of the Obligors or their respective Subsidiaries evaluated in such Reserve Report that would require the
Obligors or their respective Subsidiaries 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 the Oil and Gas
Properties of the Borrower or its Subsidiaries evaluated in the immediately preceding Reserve Report have been sold since the date of the last Borrowing Base redetermination except as set forth on an exhibit to the certificate, which certificate
shall list all of the Oil and Gas Properties of the Obligors or their respective Subsidiaries 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 that 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 the percentage of the total value of the Oil and Gas Properties evaluated by such
Reserve Report that such Mortgaged Properties represent compliance with Section 8.13(a). 

  
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 Section 8.12 Title Information. 

(a) On or before the delivery to the Administrative Agent and the Lenders of each Reserve Report required by
Section 8.11, to the extent requested by the Administrative Agent, the Borrower will deliver title information in form and substance reasonably acceptable to the Administrative Agent covering enough of the Oil and Gas
Properties of the Obligors or their respective Subsidiaries 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 such portion of Oil and Gas Properties of the Obligors or their respective Subsidiaries evaluated by such Reserve Report, not to exceed eighty-five
percent (85%) of the total value thereof, as may be reasonably requested by the Administrative Agent. 
 (b) If the Borrower has provided
title information for additional Properties under Section 8.12(a), the Borrower shall, within 60 days of notice from the Administrative Agent that title defects or exceptions exist with respect to such additional Properties, either
(i) cure any such title defects or exceptions (including defects or exceptions as to priority) which are not permitted by Section 9.03, (ii) substitute acceptable Mortgaged Properties with no title defects or
exceptions (other than Liens which are permitted by Section 9.03) having an equivalent value or (iii) deliver title information in form and substance reasonably acceptable to the Administrative Agent so that the
Administrative Agent shall have received, together with title information previously delivered to the Administrative Agent, reasonably satisfactory title information on such portion of Oil and Gas Properties of the Obligors or their respective
Subsidiaries evaluated by such Reserve Report, not to exceed eighty-five percent (85%) of the total value thereof, as may be reasonably requested by the Administrative Agent. 

(c) If the Borrower is unable to cure any title defect requested by the Administrative Agent or the Lenders to be cured within the 60-day period or the Borrower does not comply with the requirements to provide acceptable title information as required by Section 8.12(a) and Section 8.12(b), 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 reasonably satisfied with title to any Mortgaged Property after the
60-day period has elapsed, such unacceptable Mortgaged Property shall not count towards the requirements of Section 8.12(a) and Section 8.12(b), and the Administrative Agent may send a notice to
the Borrower and the Lenders that the then outstanding Borrowing Base and Conforming 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 pursuant to Section 8.12(a) and Section 8.12(b) (and, during the Non-Conforming Period, the Non-Conforming Borrowing Base
shall be adjusted accordingly). Such new Borrowing Base, Conforming Borrowing Base and, during the Non-Conforming Period, Non-Conforming Borrowing Base shall become
effective immediately after receipt of such notice. 

  
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 Section 8.13 Additional Collateral; Additional Guarantors. 

(a) In connection with each redetermination of the Borrowing Base pursuant to Sections 2.07(b)(i) and Section 2.07(b)(iii), the
Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 95% of the total value of the Proved Reserves of the
Oil and Gas Properties of the Obligors or their respective Subsidiaries 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 represent less than ninety-five percent (95%) of the total value of the Proved Reserves of the Oil and Gas Properties of the Obligors or their respective Subsidiaries evaluated in the most recently completed Reserve
Report delivered to the Administrative Agent, then the Borrower shall, and shall cause each other Obligor to, grant, within sixty (60) days of the delivery of the certificate contemplated by Section 8.11(c), to the Administrative Agent
or its designee as security for the Obligations a first-priority Lien interest (subject to Liens permitted by Section 9.03 which may attach to Mortgaged Property) on additional Oil and Gas Properties of the Obligors or
their respective Subsidiaries not already subject to a Lien of the Security Instruments such that after giving effect thereto, the value of the Mortgaged Properties is equal to or greater than ninety-five percent (95%) of the total value of the
Proved Reserves of the Oil and Gas Properties of the Obligors or their respective Subsidiaries evaluated in such Reserve Report. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, Security
Agreement, Pledge Agreement and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent or its designee and in sufficient executed (and acknowledged where necessary or
appropriate) counterparts for recording purposes. If any Mortgaged Property includes a structure with two or more walls that is located in a special flood hazard zone, the Obligors shall deliver evidence that the flood insurance requirements have
been satisfied to the Administrative Agent contemporaneously with delivery of the Security Instruments, and the Administrative Agent shall be satisfied that flood insurance requirements have been satisfied. In order to comply with the foregoing, if
any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b). 

(b) The Borrower shall promptly cause each Subsidiary to become a Subsidiary Guarantor and guarantee the Obligations pursuant to the Guaranty
Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to, (A) execute and deliver a joinder and supplement to the Guaranty Agreement, Security Agreement and Pledge Agreement executed by such
Subsidiary, (B) pledge all of the Equity Interests of such Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock powers
for each certificate duly executed in blank by the registered owner thereof) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent or
its designee. 
 Section 8.14 ERISA Compliance. The Borrower will promptly furnish, and will cause its Subsidiaries and any
ERISA Affiliate to promptly furnish, to the Administrative Agent (a) immediately upon becoming aware of the occurrence of any ERISA Event, a written notice signed by the President or the principal Financial Officer of the Borrower, its
Subsidiaries or the ERISA Affiliate, as the case may be, specifying the nature thereof, what action the Borrower, its Subsidiaries or the ERISA Affiliate is taking or proposes to take with respect thereto, and, if then known, any action taken or
proposed by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto, and (b) immediately upon receipt thereof, copies of any notice of the PBGC’s intention to terminate or to have a trustee appointed to
administer any Plan. 

  
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 Section 8.15 Marketing Activities. With respect to marketing activities for
Hydrocarbons, the Borrower and its Subsidiaries will only enter into: (a) 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,
(b) 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 Obligors or
their respective Subsidiaries that the Borrower or one of its Subsidiaries has the right to market pursuant to joint operating agreements, unitization agreements or other similar contracts that are usual and customary in the oil and gas business and
(c) other contracts for the purchase and/or sale of Hydrocarbons of third parties (i) which have generally offsetting provisions (i.e., corresponding pricing mechanics, delivery dates and points and volumes) such that no
“position” is taken and (ii) for which appropriate credit support has been taken to alleviate the material credit risks of the counterparty thereto. 

Section 8.16 Swap Agreements. Not later than one-hundred twenty (120) days after the
Effective Date (or such later date as agreed to in writing by the Majority Lenders), the Borrower shall, itself or together with one or more of its Subsidiaries, enter into one or more Swap Agreements in respect of commodities with one or more
Approved Counterparties that are Lenders or Affiliates of Lenders, and the notional volumes of which shall be not less than the following, for each of crude oil and natural gas, calculated separately: (a) for each month during calendar
year 2017, 220,000,000 cubic feet per day for natural gas and 11,200 barrels per day for oil, (b) for each month during calendar year 2018, 131,000,000 cubic feet per day for natural gas and 6,500 barrels per day for oil and (c) for each
month during calendar year 2019, 90,000,000 cubic feet per day for natural gas and 4,400 barrels per day for oil. For the avoidance of doubt, the foregoing covenant shall be a one-time covenant and shall not
be an ongoing requirement of the business; provided, however, that the Swap Agreements entered into shall be maintained for the three year period specified subject to roll-off and termination of
such Swap Agreements in connection with dispositions of Oil and Gas Properties (as long as the minimum percentages set forth above are maintained after giving pro forma effect to such dispositions). 

Section 8.17 [Reserved]. 

Section 8.18 [Reserved]. 

Section 8.19 Deposit and Securities Accounts. The Borrower and the other Obligors shall, and shall cause their respective
Subsidiaries to, maintain all of their deposit and securities accounts (other than Excluded Accounts) with the Administrative Agent or with an institution that has entered into a control agreement with the Administrative Agent and the Borrower,
other Obligor or their respective Subsidiaries, as applicable, in form and substance satisfactory to the Administrative Agent, granting control of such account to the Administrative Agent. The Borrower shall, and shall cause its Subsidiaries to,
(a) provide the Administrative Agent with written notice upon establishing any deposit or securities account and, shall amend and deliver to Administrative Agent Schedule 7.25 to reflect the same, and (b) take all
actions necessary to establish the Administrative Agent’s control of each such account (other than Excluded 

  
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Accounts). The Obligors and their respective Subsidiaries shall be the only account holders of each deposit or securities account and shall not allow any other Person (other than the
Administrative Agent) to have control over any deposit or securities account or any Property deposited therein. When all of the General Unsecured Claims have been paid or settled, the General Unsecured Claims Account shall be either closed and any
remaining proceeds deposited in a Controlled Proceeds Account, or the General Unsecured Claims Account shall cease to be an Excluded Account and become a Controlled Proceeds Account. When all of the professional fees have been paid in accordance
with the Plan of Reorganization, the Professional Fee Escrow Account shall be either closed and any remaining proceeds deposited in a Controlled Proceeds Account, or the Professional Fee Escrow Account shall cease to be an Excluded Account and
become a Controlled Proceeds Account. 
 ARTICLE IX 

Negative 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 have been paid in full (other than indemnities and other contingent
obligations not then due and payable and as to which no claim has been made as of the time of determination) and all Letters of Credit shall have expired, terminated or have been cash collateralized (or as to which other arrangements satisfactory to
the Administrative Agent and the Issuing Bank shall have been made) and all LC Disbursements shall have been reimbursed, each of the Obligors covenants and agrees with the Lenders that, and covenants and agrees to cause their respective Subsidiaries
that: 
 Section 9.01 Financial Covenants. 

(a) Reserve Coverage Ratio. The Obligors will not permit, as of each Scheduled Redetermination Date commencing with the First Scheduled
Redetermination Date, and each Property Sale Redetermination Date, the Reserve Coverage Ratio for the Parent Guarantor and its Consolidated Subsidiaries to be less than 1.10 to 1.00. 

(b) Maximum Leverage Ratio. Beginning with fiscal quarter ending March 31, 2018, the Obligors will not permit the Leverage Ratio as
at the last date of any fiscal quarter for the trailing twelve month period then ended to exceed: 
  

			
	 Period
	  	Leverage Ratio
	 March 31, 2018 - December 31, 2018
	  	6.75x
	 March 31, 2019 - March 31, 2020
	  	6.5x
	 June 30, 2020 - thereafter
	  	4.5x


  
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 Section 9.02 Debt. Neither the Borrower nor other Obligor nor any of their respective
Subsidiaries will incur, create, assume or suffer to exist any Debt, except: 
 (a) the Loans, other Obligations and any guaranty of or
suretyship arrangement in respect thereof. 
 (b) intercompany Debt between or among (i) the Borrower and any Subsidiary Guarantor,
(ii) any Subsidiary that is not a Guarantor and any other Subsidiary that is not a Guarantor or (iii) Borrower or any Subsidiary Guarantor to any Subsidiary that is not a Guarantor 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 Administrative Agent for the benefit of the Lenders, the Borrower or a Subsidiary Guarantor, and, provided further, that any
such Debt for borrowed money (including without limitation intercompany receivables or other obligations) owed by either the Borrower or any Obligor shall be subordinated to the Obligations on the terms set forth in the Guaranty Agreement and the
Security Instruments. 
 (c) endorsements of negotiable instruments for collection in the ordinary course of business. 

(d) Debt (i) associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil
and Gas Properties in the ordinary course of business and (ii) comprised of guarantees of obligations of Subsidiaries under marketing agreements entered into in the ordinary course of business. 

(e) Debt under Capital Leases and Debt incurred to finance the purchase, construction or improvement of such capital assets (excluding real
property interests) secured by Liens permitted by Section 9.03(c) in an aggregate principal amount not to exceed $25,000,000. 
 (f)
only after the Non-Conforming Period Termination Date, Funded Debt and any guarantees thereof incurred after the Effective Date, provided that (i) at the time such Debt is incurred (A) no
Default or Event of Default has occurred and is then continuing and (B) no Default or Event of Default would result from the incurrence of such Debt after giving effect to the incurrence thereof (and any concurrent repayment of Debt with the
proceeds of such incurrence), (ii) the Term Loans shall have been indefeasibly paid in full, (iii) such Debt is unsecured, is on terms and conditions that are not more restrictive taken as a whole than those in the Loan Documents and does
not contain financial covenants that are more restrictive than those contained in this Agreement unless this Agreement has been amended to contain such more restrictive financial covenants, (iv) immediately after the incurrence of such Debt,
the Borrowing Base and the Conforming Borrowing Base shall be adjusted in accordance with Section 2.07(e) and prepayment shall be made to the extent required by Section 3.04(c)(iii), (v) such Debt does not have any scheduled
amortization prior to the date that is 180 days after the Maturity Date, (vi) such Debt does not mature sooner than the date that is 180 days after the Maturity Date, (vii) the economic terms of such Debt and any guarantee thereof are on
market terms for issuers of similar size and credit quality given the then prevailing market conditions, and (viii) such Debt does not have any mandatory prepayment or redemption provisions which would require a mandatory prepayment or
redemption in priority to the Obligations. 

  
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 (g) [Reserved]. 

(h) Debt in the form of guaranties by the Obligors of Debt of (i) the Borrower or any Subsidiary Guarantor permitted under this
Section 9.02 and (ii) other Persons to the extent an Investment would be permitted in such Person under Section 9.05(g) or Section 9.05(m). 

(i) other Debt in an aggregate principal amount not to exceed $20,000,000 at any one time outstanding. 

(j) Debt of the Borrower or any Obligor existing on the date hereof that is reflected in Schedule 9.02 and any Permitted Refinancing
Debt in respect thereof. 
 Section 9.03 Liens. Neither the Obligors nor any of their Subsidiaries will 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
Obligations. 
 (b) Excepted Liens. 

(c) Liens in connection with Capital Leases and Liens encumbering assets securing Debt incurred to finance the purchase, construction or
improvement of such assets (and any refinancings thereof which do not increase the principal amount thereof); provided that (i) the principal amount of the Debt secured by a purchased asset shall not exceed one hundred percent (100%) of
the purchase price of such asset, (ii) such Liens shall not extend to or encumber any other asset of the Obligors or their respective Subsidiaries other than the agreement and proceeds and individual financings may be cross-collateralized with
other asset specific acquisition/construction financings provided by such Person or its Affiliates, and (iii) such Liens shall attach to such purchased, constructed or improved asset within 180 days after such acquisition or the completion of
such construction or improvement (or substantially contemporaneously with refinancings of such Debt which do not increase the principal amount thereof). 

(d) Liens on Property (other than Proved Reserve Oil and Gas Properties) not otherwise permitted by any other clause of this Section 9.03;
provided that the aggregate principal or face amount of all Debt secured under this Section 9.03(d) shall not exceed $5,000,000 at any time. 

(e) [Reserved]. 
 (f) Extensions,
renewals or replacements of any of the Liens permitted under this Section 9.03 so long as (i) the principal amount of the Debt or obligation secured thereby is no greater than the principal amount of such Debt or
obligation at the time such Lien was permitted hereunder except for increases in an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such extension, renewal,
refinancing, or replacement and in an amount equal to any existing commitments unutilized thereunder, (ii) any such extension, renewal or replacement Lien is limited to the property originally encumbered thereby, and (iii) any renewal or
extension of the Debt or obligations secured or benefited thereby is permitted by Section 9.02. 

  
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 Section 9.04 Dividends, Distributions and Redemptions. 

(a) Restricted Payments. The Obligors will not, and will not permit any of their Subsidiaries to, declare or make, or agree to pay or
make, directly or indirectly, any Restricted Payment, return any capital to any of its stockholders on account of its Equity Interests or make any distribution of its Property to its respective Equity Interest holders on account of its Equity
Interests, except 
 (i) the Holdings and Parent may declare and pay dividends or distributions 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 distributions ratably with respect to their Equity Interests to its direct parent that is a Borrower or a Guarantor other than Parent or Holdings; 

(iii) the Borrower may declare and pay dividends or distributions to Parent, and Parent may declare and pay dividends or distributions to
Holdings, to permit each Parent Guarantor to pay, or the Borrower may pay on behalf of Parent or Holdings, as applicable, (A) Taxes then due and owing by Parent or Holdings, and (B) reasonable compensation and expenses of directors and
officers of each Parent Guarantor incurred in the ordinary course of business consistent with industry practice; 
 (iv) for so long as
Parent is treated as a partnership for U.S. federal income tax purposes, the Borrower may declare and pay dividends or distributions to Parent in an amount equal to Permitted Tax Distributions, and Parent may make Permitted Tax Distributions; 

(v) so long as no Default or Event of Default has occurred and is continuing, the Borrower or any Subsidiary may, in good faith, pay (or make
Restricted Payments to allow any direct or indirect parent that is an Obligor thereof to pay or make Restricted Payments) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of it or any direct or indirect
parent thereof held by any employee, director, manager or officer, upon the death, disability or termination of employment of such employee, director, manager or officer (or any spouses, former spouses, other immediate family members, successors,
executors, administrators, heirs, legatees or distributees of any of the foregoing) of the Borrower (or any direct or indirect parent of the Borrower) or any of its Subsidiaries; provided that (A) such payments do not to exceed
$25,000,000 in any calendar year and $100,000,000 in the aggregate, (B) cancellation of Debt owing to the Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries from members of management of the Borrower, any of the
Borrower’s direct or indirect parent companies or any of the Borrower’s Subsidiaries in connection with a repurchase of Equity Interests of any of the Borrower’s direct or indirect parent companies will not be deemed to constitute a
Restricted Payment for purposes of this covenant or any other provision of this Agreement and (C) on a pro forma basis after giving effect to payments hereunder, the amount available for borrowing under the Borrowing Base shall not be less than
twenty percent (20%) of the Borrowing Base then in effect; 

  
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 (vi) only after the Non-Conforming Period Termination
Date and the Term Loan has been indefeasibly paid in full, and so long as (A) no Borrowing Base Deficiency, Default or Event of Default has occurred and is continuing or would result therefrom, (B) on a pro forma basis after giving effect
thereto, the Leverage Ratio shall be less than 2.50 to 1.00 and (C) on a pro forma basis after giving effect thereto, the amount available for borrowing under the Borrowing Base shall not be less than twenty percent (20%) of the Borrowing Base
then in effect, the Borrower may declare and pay dividends or distributions to Parent and each Parent Guarantor may declare and pay dividends or distributions ratably with respect to its Equity Interests; and 

(vii) so long as (A) no Default or Event of Default has occurred and is continuing or would result therefrom and (B) Holdings’
common stock is not listed for trading on a national exchange at the time of vesting and/or settlement of an Award (as such term in defined in Holdings’ Incentive Plan), then Holdings may withhold the number of shares of common stock otherwise
deliverable pursuant to the Award with a fair market value equal to the total income and employment taxes imposed as a result of the vesting and/or settlement of the Award and may make such tax payment (or may make a payment in the amount of such
tax payment to the holder of the Award). 
 (b) Redemption or Repayment of Funded Debt. The Obligors will not, and will not permit any
Subsidiary to: 
 (i) call, make or offer to make any optional Redemption of or otherwise optionally Redeem whether in whole or in part or
repay any Funded Debt issued under Section 9.02(f), except with the proceeds of a Permitted Refinancing Debt; or 
 (ii) amend,
modify, waive or otherwise change, consent or agree to any amendment, modification, waiver or other change to, any of the terms of any notes evidencing, or any indenture, agreement, instrument, certificate or other document relating to, any Funded
Debt incurred under Section 9.02(f) if: 
  

	 	(A)	the effect of such amendment, modification or waiver is to shorten the final maturity to a date that is earlier than the date that is 91 days after the Maturity Date, or increase the amount of any payment of principal
thereof or increase the rate or shorten any period for payment of interest thereon or modify the method of calculating the interest rate, 

  

	 	(B)	such action adds, amends, changes or otherwise modifies covenants, events of default or other agreements to the extent such covenants, events of default or other agreements are more restrictive taken as a whole or
financial covenants are more restrictive than those contained in this Agreement unless this Agreement has been amended to contain such more restrictive financial covenants, or 


 

	 	(C)	such action creates a security interest or adds collateral in favor of the holder. 


  
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 Section 9.05 Investments, Loans and Advances. Neither the Obligors nor any of their
Subsidiaries will make or permit to remain outstanding any Investments in or to any Person, except that the foregoing restriction shall not apply to: 

(a) Investments set forth on Schedule 9.05. 

(b) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade
credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss. 

(c) Cash Equivalents; 
 (d)
Investments (i) the consideration of which consists solely of common Equity Interests of Holdings, or warrants options or other rights to purchase or acquire common Equity Interests of Holdings or (ii) made with the Net Cash Proceeds of an
offering of common Equity Interests of Holdings, in each case, to the extent not constituting a Change in Control (provided that solely for purposes of this Section 9.05(d), permitted holders shall not hold less than a majority interest of
Holdings after giving effect to such transaction) and otherwise permitted by Section 9.05(g). 
 (e) [Reserved]. 

(f) [Reserved]. 
 (g) Investments
(i) directly or indirectly by the Parent or Holdings in the Borrower or any Guarantor; (ii) made by the Borrower in or to any other Subsidiary Guarantor, (iii) made by any Subsidiary that is a Guarantor in or to any other Subsidiary
that is a Guarantor, (iv) made by any Subsidiary that is not a Guarantor to any other Subsidiary that is not a Guarantor; and (v) made by the Borrower or any Guarantor in or to all other Subsidiaries which are not Guarantors which do not
at any time exceed $5,000,000. 
 (h) Investments in general or limited partnerships or other types of entities (each a
“venture”) entered into by the Obligors or their respective Subsidiaries 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, treatment and storage (ii) the interest in such venture is 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 $15,000,000. 

  
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 (i) Consideration (other than cash consideration) received pursuant to a Sale permitted under
Section 9.11, to the extent such consideration is permitted pursuant to Section 9.11. 

(j) Loans or advances to employees, officers or directors in the ordinary course of business of the Obligors or their respective 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 $2,500,000 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 Obligors or their respective Subsidiaries 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
Obligors or their respective 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 $1,000,000. 
 (l) Investments made in connection with the purchase, lease or other acquisition of tangible assets of any Person, and
Investments made in connection with the purchase, lease or other acquisition of all or substantially all of the business of any Person, or all of the Equity Interests of any Person, or any division, line of business or business unit of any Person
(including by the merger or consolidation of such Person into the Borrower or any Guarantor); provided that (i) the Borrower promptly complies with the requirements of Section 8.13 in connection with any newly
acquired Subsidiary to the extent required thereby and (ii) no Default or Event of Default exists before and after giving effect to such Investment. 

(m) Investments permitted by Section 9.10. 

(n) Other Investments not to exceed, in the aggregate at any time outstanding an amount equal to $15,000,000. 

(o) Any guarantee permitted under Section 9.02. 

Section 9.06 Nature of Business. Neither the Borrower nor any other Obligor nor any of their respective Subsidiaries will allow
any material change to be made in the character of its business as an independent oil and gas exploration and production company and activities reasonably incidental or related thereto. The Borrower and Obligors will not, and will not permit any of
their respective Subsidiaries to, operate its business outside the geographical boundaries of the United States. 
 Section 9.07
Proceeds of Loans. The Borrower will not permit the proceeds of the Loans and Letters of Credit to be used for any purpose other than those permitted by Section 7.21. None of the Parent Guarantor, the Borrower, their
respective Subsidiaries or any Person acting on behalf of the Parent Guarantor, the Borrower or their respective Subsidiaries has taken or will take any action which would 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 

  
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to the Administrative Agent 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. The Borrower will not request any Borrowing or Letter of Credit, and the proceeds of any Borrowing or Letter of Credit shall not, directly or indirectly, be used, or
lent, contributed or otherwise made available to any Subsidiary, other Affiliate, joint venture partner or other Person, (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything
else of value, to any Person in violation of any Anti-Corruption Laws or AML Laws, (B) for the purpose of funding, financing or facilitating any activity, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country
(including, but not limited to, transshipment or transit through a Sanctioned Country), or involving any goods originating in or with a Sanctioned Person or Sanctioned Country, or (C) in any manner that would result in the violation of any
Sanctions by any Person (including any Person participating in the transactions contemplated hereunder, whether as underwriter, advisor, lender, issuing bank, investor or otherwise). 

Section 9.08 ERISA Compliance. Except as would not reasonably be expected, individually or in the aggregate, to have a Material
Adverse Effect, the Obligors or their respective Subsidiaries will not at any time: 
 (a) terminate, or permit any ERISA Affiliate to
terminate, any Plan in a manner, or take any other action with respect to any Plan, which could result in any liability of the Borrower, any of its Subsidiaries or any ERISA Affiliate to the PBGC. 

(b) contribute to or assume an obligation to contribute to, or permit any ERISA Affiliate to contribute to or assume an obligation to
contribute to, any Multiemployer Plan. 
 (c) acquire, or permit any ERISA Affiliate to acquire, an interest in any Person that causes such
Person to become an ERISA Affiliate with respect to the Obligors or their respective Subsidiaries or with respect to any ERISA Affiliate of the Obligors or their respective Subsidiaries if such Person sponsors, maintains or contributes to, or at any
time in the six-year period preceding such acquisition has sponsored, maintained, or contributed to, (i) any Multiemployer Plan, or (ii) any other plan that is subject to Title IV of ERISA under
which the actuarial present value of the benefit liabilities under such Plan exceeds the current value of the assets (computed on a plan termination basis in accordance with Title IV of ERISA) of such Plan allocable to such benefit liabilities. 

(d) 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 subject 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. 

(e) fail to make, or permit any ERISA Affiliate 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. 

  
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 (f) permit to exist, or allow any ERISA Affiliate to permit to exist, any waived funding
deficiency within the meaning of Section 302 of ERISA or Section 412 of the Code with respect to any Plan. 
 (g) permit, or allow
any ERISA Affiliate to permit, the actuarial present value of the benefit liabilities under any Plan that is subject to Title IV of ERISA to exceed the current value of the assets (computed on a plant termination basis in accordance with Title IV of
ERISA) of such Plan allocable to such benefit liabilities. The term “actuarial present value of the benefit liabilities” shall have the meaning specified in Section 4041 of ERISA. 

(h) contribute to or assume an obligation to contribute to, or permit any ERISA Affiliate to assume an obligation to contribute to, a
Multiemployer Plan. 
 (i) incur, or permit any ERISA Affiliate to incur, a liability to or on account of a Plan under Sections 515, 4062,
4063, 4064, 4201 or 4204 of ERISA. 
 (j) contribute to or assume an obligation to contribute to, or permit any ERISA Affiliate to contribute
to or assume an obligation to contribute to, any employee welfare benefit plan, as defined in Section 3(1) of ERISA, including 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. 
 (k) permit any Plan to (i) fail to satisfy the minimum
funding standard applicable to the Plan for any plan year pursuant to Section 412 of the Code or Section 302 of ERISA (determined without regard to Section 412(c) of the Code or Section 302(c) of ERISA), (ii) be in at-risk status (within the meaning of Section 430 of the Code or Section 303 of ERISA) for a plan year, or (iii) fail to satisfy the requirements of Section 436 of the Code or Section 206(g)
of ERISA. 
 Section 9.09 Sale or Discount of Receivables. Except for receivables obtained by the Obligors or their respective
Subsidiaries 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 of its Subsidiaries will discount or sell (with or without recourse) any of
its notes receivable or accounts receivable. 
 Section 9.10 Mergers, Etc. No Obligor nor any of their Subsidiaries will merge
into or with or consolidate with any other Person, or sell, lease or otherwise dispose of (whether in one transaction or in a series of related transactions) all or substantially all of the Property of the Obligors or their respective Subsidiaries
taken as a whole to any other Person (any such transaction, a “consolidation”) or liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), terminate or discontinue its
business (any such transaction, a “wind-up”); provided that (a) any Subsidiary of the Borrower may participate in a consolidation with the Borrower in a transaction in which the
Borrower is the surviving entity or transferee and in which the Borrower remains a domestic entity, (b) any Subsidiary of the Borrower may participate in a merger or consolidation with any Guarantor in a transaction in which either such
Guarantor is the surviving 

  
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entity or transferee or the surviving entity or transferee becomes a Guarantor pursuant to Section 8.13(b), (c) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets
to the Borrower or to a Guarantor, (d) the Obligors or their respective Subsidiaries may engage in Sales permitted by (or not restricted by) Section 9.11, and (e) any Subsidiary may
wind-up if the Borrower determines in good faith that such wind-up is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and
(x) provides written notice to the Administrative Agent not less than ten (10) days prior to such wind-up, (y) distributes all Property of the entity subject of the wind-up to an Obligor, and (z) complies in all respects with all covenants and agreements in the Loan Documents to provide the Administrative Agent with perfected first priority liens on all Property so
distributed. 
 Section 9.11 Sale of Properties. The Obligors will not, and will not permit any of their Subsidiaries to, sell,
assign (other than assignments intended to convey a Lien), farm-out, convey or otherwise transfer (collectively, a “Sale”) any Oil and Gas Property or Equity Interests of any Subsidiary owning Oil
and Gas Properties to any Person other than the Borrower or any Guarantor, except the below listed transactions: 
 (a) the Sale of
Hydrocarbons and geological and seismic data in the ordinary course of business; 
 (b) unless a Default or an Event of Default has occurred
and is continuing, 
 (i) Sale of Properties to the extent permitted by Section 9.10; 

(ii) the Sale of equipment that is no longer necessary or useful for the business of the Borrower or such Subsidiary or is replaced by
equipment of at least comparable value; 
 (iii) subject to compliance with Section 2.07(c), Section 2.07(g) and Section
3.04(c), Sales of Properties or any interest therein or the Sale of any Equity Interests of any Subsidiary directly or indirectly owning Oil and Gas Properties not regulated by Section 9.11(a), Section 9.11(b)(i), Section
9.11(b)(ii) or Section 9.11(b)(iii), in each case in a single transaction or series of related transactions with an aggregate fair market value not to exceed $10,000,000 during any 12-month period;
provided that if that such Sale involves Oil and Gas Property or Equity Interests in a Subsidiary directly or indirectly owning any Oil and Gas Property having a fair market value equal to or less than $10,000,000, a Responsible Officer of
the Borrower shall determine in good faith whether the consideration received in respect of such Sale is equal to or greater than the fair market value of the Property subject of such Sale and, in each case, the Borrower shall deliver to the
Administrative Agent a certificate of a Responsible Officer certifying to that effect; 
 (iv) subject to compliance with
Section 2.07(c), Section 2.07(g) and Section 3.04(c), the Sale of any Oil and Gas Properties or any interest therein or the Sale of any Equity Interests of any Subsidiary directly or
indirectly owning Oil and Gas Properties not regulated by Section 9.11(a), Section 9.11(b)(i), Section 9.11(b)(ii) or Section 9.11(b)(iii), in each case in a single transaction or series of related transactions with an
aggregate fair market value in excess of $10,000,000 during any 12-month period; provided (A) the consideration 

  
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received in respect of such Sale shall be any of the following (or a combination thereof): (1) cash (provided the cash shall constitute the greater of (x) at least seventy-five percent (75%)
of the consideration and (y) an amount equal to or greater than the Borrowing Base Deficiency and the amount due pursuant to Section 3.04(c) after giving effect to the adjustments required by Section 2.07), (2) the assumption of
liabilities otherwise permitted by Section 9.1 not constituting Funded Debt associated with the assets subject of such Sale (provided that the assumption of liabilities shall not exceed 10% of the aggregate
consideration for such Sale), (3) other Oil and Gas Properties (provided that such exchange is for Oil and Gas Property located in the United States and qualifies for non-recognition of gain or
loss under the provisions of Section 1031 of the Code), and (B) the consideration received in respect of such Sale shall be equal to or greater than the fair market value of the Property subject of such Sale (as determined in good faith by
a Financial Officer; provided that if that such Sale involves Oil and Gas Property or Equity Interests in a Subsidiary directly or indirectly owning any Oil and Gas Property having a fair market value in excess of $50,000,000, the board of
directors of the Borrower shall reasonably determine whether the consideration received in respect of such Sale is equal to or greater than the fair market value of the Property subject of such Sale and, in each case, the Borrower shall deliver to
the Administrative Agent a certificate of a Responsible Officer certifying to that effect; 
 (c) Sales of Properties not otherwise regulated
by this Section 9.11 having a fair market value not to exceed $10,000,000 during any 12-month period; 

(d) Farm-outs of acreage to which no Proved Reserves are attributable (as determined by reference to the most recently delivered Reserve
Report) in which the Borrower or any Subsidiary Guarantor has an interest and assignments in connection with such farm-outs (for purposes of this clause, farm-out means any contract whereby any Oil and Gas
Property, or any interest therein, may be earned by one party, by the drilling or committing to drill one or more wells by that party, whether directly or indirectly); provided, however, no such
farm-out or assignment shall be permitted under this Section 9.11(d) (x) if the respective Obligor counterparty or counterparties is/are required to make an upfront commitment of
cash payments, or (y) without the prior written consent of the Administrative Agent, to the extent any such farm-out or assignment pertains to Oil and Gas Properties with a fair market value in excess of
$75 million as determined in good faith by the Borrower; 
 (e) The Sale by way of an exchange of any Oil and Gas Properties that are
exchanges solely of acreage in an aggregate of 10,000 acres or less for other Oil and Gas Properties that are acreage only, in each case in a single transaction or series of related transactions not regulated by Section 9.11(a), Section
9.11(b)(i), Section 9.11(b)(ii), Section 9.11(b)(iii), or Section 9.11(b)(iv); provided that such exchange of acreage is (A) for Oil and Gas Property located in the United States, (B) does not include Proved
Reserves, (C) qualifies for non-recognition of gain or loss under the provisions of Section 1031 of the Code, and (D) the consideration comprised of Property or Property and cash received in
respect of such Sale by way of exchange shall be equal to or greater than the fair market value of the Property subject of such Sale (as determined in good faith by a Financial Officer; provided, further that if that such Sale by way
of exchange involves Oil and Gas Property with Proved Reserves, in addition to the foregoing requirements, such Sale by way of exchange (A) shall be subject to compliance with 

  
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Section 2.07(c), Section 2.07(g) and Section 3.04(c), and (B) the amount available for Borrowing under the Conforming Borrowing Base shall not be less than twenty
percent (20%) of the Conforming Borrowing Base then in effect, and the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer certifying to that effect; provided, further that any Sale by way of
exchange solely of acreage in an aggregate in excess of 10,000 acres may be consented to by the Administrative Agent in its sole discretion. 

Section 9.12 Environmental Matters. The Obligors will not, and will not permit any Subsidiary to, cause or permit any of its
Property to be in violation of, or do anything or permit anything to be done which will subject any such Property to 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. 

Section 9.13 Transactions with Affiliates. The Borrower will not, and will not permit any Subsidiary to, enter into any
transaction, including, without limitation, any purchase, sale, lease or exchange of Property or the rendering of any service, with any Affiliate (other than the Guarantors and Wholly-Owned Subsidiaries of the Borrower) unless such transactions are
otherwise permitted under this Agreement and are upon terms substantially as favorable to it as it would obtain in a comparable arm’s length transaction with a Person not an Affiliate; provided that the foregoing shall not apply to: 

(a) any Restricted Payment permitted by Section 9.04, Debt permitted by Section 9.02, or
Investments permitted by Section 9.05; 
 (b) the payment of reasonable and customary directors’ fees and
other benefits to Persons who are not otherwise Affiliates of the Borrower or any Subsidiary; 
 (c) any employment or severance or other
employee compensation, arrangement or plan or any amendment thereto, entered into by the Obligors or their respective Subsidiaries in the ordinary course of business or which is customary in the oil and gas business, and payments, awards, grants or
issuances of Equity Interests pursuant thereto; 
 (d) provision of officers’ and directors’ indemnification and insurance in the
ordinary course of business to the extent permitted by law; 
 (e) legal, accounting, tax advisory, financial advisory, engineering and other
professional or advisory services; and 
 Section 9.14 Negative Pledge Agreements; Dividend Restrictions. Neither the Borrower
nor any other Obligor nor any of their respective Subsidiaries will create, incur, assume or suffer to exist any contract, agreement or understanding (other than this Agreement or the Security Instruments) that 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 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; 

  
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provided, however, that the preceding restrictions will not apply to encumbrances or restrictions arising under or by reason of (a) any leases (other than leases of Oil and Gas
Properties) or licenses or similar contracts as they affect any Property or Lien subject to such lease or license, (b) any restriction imposed pursuant to any agreement entered into for the Sale of any assets otherwise permitted hereunder prior
to the closing of such Sale, (c) customary provisions with respect to the distribution of Property in joint venture agreements, (d) any restriction imposed on the granting, conveying, creation or imposition of any Lien on any Property of
the Obligors or their respective Subsidiaries imposed by any contract, agreement or understanding related to the Liens permitted under clause (c), (e) and (f) of Section 9.03 so long as such restriction only applies to
the Property permitted under such clauses to be encumbered by such Liens, (e) restrictions imposed by any Governmental Authority or under any Governmental Requirement, (f) [Reserved], (g) restrictions in the instruments creating an Excepted
Lien of the type described in clause (g) of the definition thereof, and (h) customary supermajority voting provisions and other customary provisions with respect to the disposition or distribution of assets, each contained in corporate
charters, bylaws, stockholders’ agreements, limited liability company agreements, partnership agreements, joint venture agreements and other similar agreements entered into in the ordinary course of business of the Obligors or their respective
Subsidiaries. 
 Section 9.15 Gas Imbalances,
Take-or-Pay or Other Prepayments. The Obligors will not, and will not permit any of their respective Subsidiaries to, allow gas imbalances, take-or-pay or other prepayments (excluding firm transportation contracts entered into in the ordinary course of business) with respect to the Oil and Gas Properties of the
Obligors or their respective Subsidiaries that would require the Obligor or such Subsidiary to deliver, in the aggregate, two percent (2%) or more of the monthly production of Hydrocarbons at some future time without then or thereafter receiving
full payment therefore. 
 Section 9.16 Swap Agreements. 

(a) None of the Obligors or their respective Subsidiaries will enter into (or, in the case of Section 9.16(a)(ii) below, permit to
exist) any Swap Agreements with any Person, except: 
 (i) Swap Agreements in respect of oil and gas commodities (x) with an Approved
Counterparty and (y) the notional volumes for which (when aggregated with the notional volumes under all other commodity Swap Agreements then in effect other than swaps covering (A) basis differential or (B) oil spread timing risks,
in each case on volumes already hedged pursuant to other Swap Agreements) do not exceed, as of the date such Swap Agreement is executed, (I) 80% of the reasonably anticipated projected production (based upon the Borrower’s internal projections)
for each month during the period during which such Swap Agreement is in effect for each of crude oil and natural gas, calculated separately, for each calendar month during the period through the remainder of the then current calendar year and for
the period of four calendar years thereafter and (II) 70% of the reasonably anticipated projected production (based upon the Borrower’s internal projections) for each month during the period during which such Swap Agreement is in effect for
each of crude oil and natural gas, calculated separately, for each calendar month during the period starting with the fifth (5th) calendar year thereafter. 

  
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 (ii) Swap Agreements in respect of interest rates with an Approved Counterparty, which
effectively convert interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Obligors or their respective Subsidiaries then in effect effectively converting interest rates from
floating to fixed) do not exceed at any time (other than during an Exemption Period) 100% of the then outstanding principal amount of the Borrower’s Debt for borrowed money which bears interest at a floating rate. 

(iii) Swap Agreements in respect of carbon dioxide emission credits with an Approved Counterparty; provided that the aggregate amount
that is owed but unpaid by the Borrower and its Subsidiaries under all such Swap Agreements shall not exceed $10,000,000 in the aggregate at any time. 

(b) If, at any time (other than during an Exemption Period), the Borrower determines that the notional amounts of Swap Agreements in respect of
interest rates exceed 100% of the then outstanding principal amount of the Borrower’s Debt for borrowed money which bears interest at a floating rate, then the Borrower shall, within thirty (30) days of such determination, terminate,
create off-setting positions or otherwise unwind existing Swap Agreements in order to comply with this Section 9.16. 

(c) If, at any time during an Exemption Period, the Borrower determines that the notional amounts of Swap Agreements in respect of interest
rates exceed 100% of the outstanding principal amount of the Borrower’s Debt for borrowed money which bears interest at a floating rate calculated on a pro forma basis assuming any relevant acquisition subject of such Exemption Period were
funded completely with borrowed money which bears interest at a floating rate, then the Borrower shall, within thirty (30) days of such determination, terminate, create off-setting positions or otherwise
unwind existing Swap Agreements such that the notional volumes do not exceed 100% of such pro forma principal amount. 
 (d) Notwithstanding
anything to the contrary in this Section 9.16, there shall be no prohibition against the Borrower or any Subsidiary entering into any “put” contracts or commodity price floors with an Approved Counterparty so long as such agreements
are entered into for non-speculative purposes and in the ordinary course of business for the purpose of hedging against fluctuations of commodity prices. 

Section 9.17 Tax Status. Borrower shall not alter its status as a disregarded entity, Parent shall not alter its status as a
partnership or disregarded subsidiary of Holdings and Holdings shall not alter its status as a subchapter C corporation for United States federal income Tax purposes. 

Section 9.18 [Reserved]. 

  
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 Section 9.19 Deposit Accounts; Account Control Agreements; Use of Cash. 

(a) Neither the Obligors nor any of their respective Subsidiaries shall establish or maintain any cash or securities deposit account without
providing prior written notice to the Administrative Agent and shall not open any new cash or securities deposit account unless and until all actions necessary to establish the Administrative Agent’s control and perfected security interest in
each such account that is not an Excluded Deposit Account. One or more of the Borrower and the Subsidiary Guarantors shall be the sole account holders of each deposit account and shall not allow any other Person (other than the Administrative Agent)
to have control over a Controlled Proceeds Account or any Property deposited therein. 
 (b) None of the Obligors or any of their respective
Subsidiaries will maintain any securities, Cash Equivalents, cash and all cash proceeds of collateral in any account except in the Controlled Proceeds Accounts, and neither the Borrower nor any other Obligor will transfer funds from such Controlled
Proceeds Accounts to any account of the Borrower, any Guarantor, or any Subsidiary or Affiliate of the Borrower or any Guarantor, that is not subject to an Account Control Agreement and a perfected security interest in favor of the Administrative
Agent; provided, however, that cash in an amount not exceeding the Excluded Account Cap and otherwise meeting the requirements for Excluded Accounts may be deposited into Excluded Accounts; provided further that each of the cash
management system accounts shall be a Controlled Proceeds Account. 
 Section 9.20 Parent Guarantors. Notwithstanding
anything to the contrary contained herein or in any other Loan Document, (a) Parent shall not engage in any operating or business activities or other transaction other than its ownership of the Borrower and shall not directly hold Equity
Interests of any Subsidiary except the Borrower; and (b) Holdings shall not engage in any operating or business activities or other transaction other than its ownership of Parent and shall not directly hold Equity Interests of any Subsidiary
except Parent; provided that the following shall be permitted activities: (i) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (ii) the performance of its
obligations with respect to the Loan Documents, (iii) payment of Taxes, (iv) conduct of financial audits as provided hereunder, (v) providing indemnification to officers, managers and directors, (vi) making Restricted Payments to
holders of its Equity Interests to the extent permitted by Section 9.04, (vii) the issuance of Debt to the extent permitted by Section 9.02(f), Section 9.02(h) and Section 9.02(i), and (viii) any other activities
incidental or reasonably to the foregoing. 
 Section 9.21 [Reserved]. 

Section 9.22 Sale and Leaseback Transactions. The Borrower will not, and will not permit any of its Subsidiaries to, enter into
any Sale and Leaseback Transactions. 
 Section 9.23 Organizational Documents. The Borrower will not, and will not permit any of
its Subsidiaries to, amend, modify or supplement in any material respect (or vote to enable, or take any other action to permit, such amendment, modification or supplement of) any Organizational Document of the Borrower or such Subsidiaries in any
manner adverse to the interests of the Administrative Agent and the Lenders. 

  
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 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 Guarantor in or in connection with any Loan Document or any amendment or modification of any Loan Document or waiver under such Loan Document, or in any report, certificate, financial statement or other document furnished
pursuant to or in connection with any Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have been incorrect in any material respect when made or deemed made. 

(d) the Borrower or any Guarantor shall fail to observe or perform any covenant, condition or agreement contained in, Section 8.01(k),
Section 8.02 Section 8.03 (with respect to the legal existence of the Borrower or any Guarantor), Section 8.13, Section 8.19 or in Article
IX. 
 (e) the Borrower or any Guarantor shall fail to observe or perform any covenant, condition or agreement contained in this
Agreement (other than those specified in Section 10.01(a) to (d) or (f) to (n)) or any other Loan Document, and such failure shall continue unremedied for a period of 30 days after the earlier to occur of
(i) notice thereof from the Administrative Agent to the Borrower (which notice will be given at the request of any Lender) or (ii) a Responsible Officer of the Obligors or their respective Subsidiaries otherwise becoming aware of such
failure. 
 (f) the Borrower or any Guarantor shall fail to make any payment (whether of principal or interest and regardless of amount) in
respect of any Material Debt, when and as the same shall become due and payable (after the expiration of any applicable period of grace and/or notice and cure period). 

(g) any event or condition occurs (after the expiration of any applicable period of grace and/or notice and cure period) that (i) results
in any Material Debts becoming due prior to its scheduled maturity or (ii) that enables or permits the holder or holders of any Material Debt or any trustee or agent on its or their behalf to cause any Material Debt to become due, or to require
the Redemption thereof or any offer to Redeem to be made in respect thereof, prior to its scheduled maturity or require the Obligors or their respective Subsidiaries to make an offer in respect thereof. 

  
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 (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, the Parent Guarantor or any Obligor or its or their respective debts, or of a substantial part of its or their respective 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, the Parent Guarantor or any
Obligor or for a substantial part of its or their respective assets, and, in any such case, such proceeding or petition shall continue undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall be
entered. 
 (i) the Borrower, the Parent Guarantor or any Obligor 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, the Parent
Guarantor or any Obligor or for a substantial part of its or their respective 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; or any member of the Borrower or the Parent Guarantor shall make any request or take any action for the purpose of calling a meeting of the members
of the Borrower or the Parent Guarantor, as applicable, to consider a resolution to dissolve and wind-up the Borrower’s or the Parent Guarantor’s affairs. 

(j) the Borrower, the Parent Guarantor or any Obligor shall become unable, admit in writing its inability or fail generally to pay its debts as
they become due. 
 (k) (i) one or more judgments for the payment of money in an aggregate amount in excess of $25,000,000 (to the extent not
covered by independent third-party insurance provided by reputable and financially sound insurers as to which the insurer has not issued a notice denying coverage and is not subject to an insolvency proceeding) or (ii) any one or more non-monetary judgments that have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, shall be rendered by a court of competent jurisdiction against the Borrower,
the Parent Guarantor or any Obligor or any combination thereof and the same shall remain undischarged or unsatisfied for a period of thirty (30) consecutive days during which execution shall not be effectively stayed, or any action shall be
legally taken by a judgment creditor to attach or levy upon any material assets of the Borrower, the Parent Guarantor or any Obligor 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, the Parent Guarantor or any Obligor party thereto or shall be repudiated by them, or cease to create a valid and perfected Lien of the priority
required thereby on any material portion of the collateral purported to be covered thereby, except to the extent permitted by the terms of this Agreement, or the Borrower, or any other Obligor shall so state in writing. 

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

(c) Except as provided in Section 4.04, proceeds realized from the liquidation or other disposition of collateral or
otherwise received after maturity of the Notes, 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 and unpaid
interest on the Loans; third, to that portion of the Obligations constituting fees payable to the Administrative Agent or the Lenders under the Loan Documents; fourth, pro rata (i) to the payment of unpaid principal of the Loans, (ii) to
the payment of Obligations referred to in clause (b) of the definition thereof owing to any Secured Hedge Provider and (iii) to serve as cash collateral to be held by the Administrative Agent to secure the LC Exposure; fifth, to any other
Obligations; and any excess shall be paid to the Borrower or as otherwise required by any Governmental Requirement. Notwithstanding the foregoing, amounts received from the Borrower or any Guarantor that is not a Qualified ECP Guarantor shall not be
applied to satisfy amounts owing by the Borrower or any Subsidiary on any Excluded Swap Obligation. 

  
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 (d) Without limiting any other provision of this Article X, after the occurrence of, and
during the continuation of, an Event of Default, the Administrative Agent may give instructions directing the disposition of funds or securities credited or deposited into any Controlled Proceeds Account (including without limitation sweeping such
proceeds for payment of the Obligations) and/or withhold any withdrawal rights of any Obligor with respect to any or all funds or securities credited to any Controlled Proceeds Account. 

Section 10.03 Disposition of Proceeds. The Security Instruments contain an assignment by the Borrower and the Obligors unto and in
favor of the Administrative Agent for the benefit of the Lenders of all of the Borrower’s and each Obligor’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 Obligations and other obligations described therein and secured thereby. Notwithstanding the assignment contained in such
Security Instruments, except after the occurrence and during the continuance 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 or its Subsidiaries, as applicable 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 or its Subsidiaries, as applicable. 

Section 10.04 Credit Bidding. Each of the Borrower and the other Obligors, and the Lenders hereby irrevocably authorize (and by
entering into a Swap Agreement, each Approved Counterparty shall be deemed to authorize) the Administrative Agent, based upon the instruction of the Majority Lenders, to Credit Bid and purchase (either directly or through one or more acquisition
vehicles) all or any portion of the Collateral (and the Borrower and each other Obligor and their respective Subsidiaries shall approve the Administrative Agent as a qualified bidder and such Credit Bid as a qualified bid) at any sale thereof
conducted by the Administrative Agent, based upon the instruction of the Majority Lenders, under any provisions of the Uniform Commercial Code, as part of any sale or investor solicitation process conducted by the Borrower or any other Obligor or
their respective Subsidiaries, any interim receiver, manager, receiver and manager, administrative receiver, trustee, agent or other Person pursuant or under any insolvency laws; provided, however, that (a) the Majority Lenders may not
direct the Administrative Agent in any manner that does not treat each of the Lenders equally, without preference or discrimination, in respect of consideration received as a result of the Credit Bid, (b) the acquisition documents shall be
commercially reasonable and contain customary protections for minority holders, such as, among other things, anti-dilution and tag-along rights, (c) the exchanged debt or equity securities must be freely
transferable, without restriction (subject to applicable securities laws) and (d) reasonable efforts shall be made to structure the acquisition in a manner that causes the governance documents pertaining thereto to not impose any obligations or
liabilities upon the Lenders individually (such as indemnification obligations). 

  
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 ARTICLE XI 

The Administrative Agent 

Section 11.01 Appointment; Powers. Each of the Lenders and each 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 have no duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless
of whether a Default has occurred and is continuing (the use of the term “agent” herein and in the other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express)
obligations arising under agency doctrine of any applicable law; rather, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties), (b)
the Administrative Agent shall have no duty to take any discretionary action or exercise any discretionary powers, except as provided in Section 11.03, and (c) except as expressly set forth herein, the Administrative
Agent shall have no duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Obligors or their respective Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or
any of its Affiliates in any capacity. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and shall not be
responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other
document delivered hereunder or under any other Loan Document or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or in any other Loan
Document, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, (v) the satisfaction of any condition set forth in Article VI or
elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent, (vi) the existence, value, perfection or priority of any collateral security or the financial or other condition of the
Obligors or their respective Subsidiaries or any other obligor or guarantor, or (vii) any failure by the Borrower or any other Person (other than itself) to perform any of its obligations hereunder or under any other Loan Document or the
performance or observance of any covenants, agreements or other terms or conditions set forth herein or therein. For purposes of determining compliance with the conditions specified in Article VI, each Lender shall be deemed to have consented
to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received written notice from
such Lender prior to the proposed closing date specifying its objection thereto. 

  
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 Section 11.03 Action by Administrative Agent. The Administrative Agent shall have no
duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise in writing as
directed by the Majority Lenders (or such other number 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. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Majority Lenders or the Lenders (or such other
number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 12.02), and otherwise the Administrative Agent shall not be liable for any action taken or not taken by it hereunder
or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith INCLUDING ITS OWN ORDINARY NEGLIGENCE, except for its own gross negligence or willful
misconduct. 
 Section 11.04 Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and
shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent
also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon and each of the Borrower, the Lenders and each Issuing Bank hereby waives
the right to dispute the Administrative Agent’s record of such statement, except in the case of gross negligence or willful misconduct by the Administrative Agent. The Administrative Agent may consult with legal counsel (who may be counsel for
the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Administrative Agent may deem and
treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof permitted hereunder shall have been filed with the Administrative Agent. 

Section 11.05 Subagents. The Administrative Agent may perform any and all its duties and exercise its rights and powers by or
through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and 

  
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all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding Sections of this Article XI shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of
the credit facilities provided for herein as well as activities as the Administrative Agent. 
 Section 11.06 Resignation of
Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06, the Administrative Agent may resign at any time by notifying the Lenders, each
Issuing Bank and the Borrower and the Administrative 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, in consultation with the Borrower,
to appoint a successor. If no successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring
Administrative Agent may, on behalf of the Lenders and each Issuing Bank, appoint a successor Administrative Agent. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become
vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to the successor
Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article XI and
Section 12.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or
omitted to be taken by any of them while it was acting as Administrative Agent. 
 Section 11.07 Administrative Agent and
Lenders. The Administrative Agent shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and the Administrative Agent 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 the Administrative Agent hereunder. 

Section 11.08 No Reliance. 

(a) Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on
such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement 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 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 Administrative Agent shall not be required to keep itself informed as to the performance or observance by the Obligors or their
respective 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


  
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and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereunder, neither the Administrative Agent nor 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 the Administrative Agent, the
Arranger or any of their respective Affiliates. In this regard, each Lender acknowledges that Baker & McKenzie LLP 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. 

(b) The Lenders acknowledge that the Administrative Agent and the Arranger are acting solely in administrative capacities with respect to the
structuring and syndication of this facility and have no duties, responsibilities or liabilities under this Agreement and the other Loan Documents other than their administrative duties, responsibilities and liabilities specifically as set forth in
the Loan Documents and in their capacity as Lenders hereunder. In structuring, arranging or syndicating this facility, each Lender acknowledges that the Administrative Agent and/or the Arranger may be agents or lenders under these Notes, other loans
or other securities and waives any existing or future conflicts of interest associated with their role in such other debt instruments. If in its administration of this facility or any other debt instrument, the Administrative Agent determines (or is
given written notice by any Lender) that a conflict exists, then it shall eliminate such conflict within 90 days or resign pursuant to Section 11.06 and shall have no liability for action taken or not taken, other than
actions taken or not taken which represent the Administrative Agent’s gross negligence or willful misconduct, while such conflict existed. 

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 Obligors or their respective 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
Obligations 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; 

  
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 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 Obligations 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, each Issuing Bank and each Secured Hedge Provider hereby authorizes the Administrative Agent to release (a) all of the Collateral upon payment in full of all Obligations, (b) any collateral that is permitted to be sold or released
pursuant to the terms of the Loan Documents, and (c) any Guarantor from the Guaranty Agreement pursuant to the terms thereof and hereof . Each Lender, each Issuing Bank and each Secured Hedge Provider 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 9.11 or is otherwise authorized by the terms of the Loan Documents. 

Section 11.11 The Arranger. The Arranger shall have no duties, responsibilities or liabilities under this Agreement and the other
Loan Documents other than its duties, responsibilities and liabilities in its individual capacity as a Lender hereunder to the extent it is a party to this Agreement as a Lender. 

ARTICLE XII 
 Miscellaneous

 Section 12.01 Notices. 

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

 

	 	(i)	if to the Borrower or any Guarantor, to it at: 

 Linn Energy Holdco II LLC 

600 Travis Street, Suite 5100 

Houston, TX 77002 
 Attention:
David Rottino 
 Telephone: 281-840-4117 

Facsimile: 281-840-4189 

Electronic Mail: drottino@linnenergy.com 

  
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 with a copy to: 

Linn Energy Holdco LLC 
 600
Travis Street, Suite 5100 
 Houston, TX 77002 

Attention: Candice Wells, Esq. 

Telephone: 281-840-4156 

Facsimile: 281-840-4180 

Electronic Mail: cwells@linnenergy.com 
  

	 	(ii)	if to the Administrative Agent, to it at: 

 Wells Fargo Bank, National Association 

1000 Louisiana Street, 9th Floor 

Houston, Texas 77002 

Attention: Patrick Fults 

Facsimile: (713) 319-1925 

Electronic Mail: patrick.j.fults@wellsfargo.com 

with a copy to the Administrative Agent at: 

Wells Fargo Bank, National Association 

MAC D1109-019 

1525 West W. T. Harris Blvd. 

Charlotte, NC 28262 
 Attention:
Syndication Agency Services 
 Facsimile: (704) 590-3481 

Electronic Mail: N/A 
 with a
copy (which shall not constitute notice) to each of: 
 Baker & McKenzie LLP 

452 Fifth Avenue 
 New York, New
York 10018 
 Attention: James Donnell, Esq. 

Facsimile: (212) 310-1675 

Electronic Mail: james.donnell@bakermckenzie.com 

and 
 Baker &
McKenzie LLP 
 300 East Randolph Drive 

Chicago, Illinois 60601 

Attention: Garry Jaunal, Esq. 

Facsimile: (312) 698-2829 

Electronic Mail: garry.jaunal@bakermckenzie.com 

  
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 (iii) if to any other Lender, in their capacity as such, or any other Lender in its capacity as
an Issuing Bank, 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, any other agent, any Issuing Bank or any Lender to exercise and no delay in exercising,
and no course of dealing with respect to, any right, power or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the Loan Documents shall operate as a waiver thereof, nor shall any single
or partial exercise of any right, power or privilege under any of the Loan Documents preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies of the Administrative Agent, any
other agent, each Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan
Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(b), and then such waiver or consent shall be effective only in the specific instance and for
the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any other agent,
any Lender or any Issuing Bank may have had notice or knowledge of such Default at the time. 
 (b) In each instance subject to Section
4.04(c)(ii), neither this Agreement nor any provision hereof nor any Security Instrument nor any other Loan Document 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 written consent of the Majority Lenders; provided that any such waiver, amendment or modification that directly and adversely affects the
rights or obligations of only the Revolving Lenders (and not those of the Term Lenders) shall require the consent of the Majority Revolving Lenders, and any such waiver, amendment or modification that directly and adversely affects the rights or
obligations of only the Term Lenders (and not those of the Revolving Lenders) shall require the consent of the Majority Term Lenders. 

  
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Notwithstanding the foregoing, no such agreement of the Majority Lenders, Majority Revolving Lenders or Majority Term Lenders shall (i) increase the Maximum Credit Amount of any Lender
without the written consent of such Lender, (ii) increase, maintain or decrease the Borrowing Base or the Conforming Borrowing Base without the consent or deemed consent of each, applicable, Borrowing Base Required Lender, or modify in any
manner Section 2.07 without the consent of each Revolving Lender, (iii) reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon (other than the waiver of interest at the
default rate pursuant to Section 3.02(c), or reduce any fees payable hereunder, or reduce any other Obligations hereunder or under any other Loan Document, without the written consent of each Lender affected thereby, (iv) postpone the
scheduled date of payment of the principal amount of any Loan or LC Disbursement, or any interest thereon, or any fees payable hereunder, or any other Obligations 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 or the Maturity Date without the written consent of each Lender affected thereby, (v) change Section 2.06(b)(ii), Section 4.01(b), Section 4.01(c) or Section
10.02(c) in a manner that would alter the pro rata reduction of Commitments or the pro rata sharing of payments required thereby, without the written consent of each Lender adversely affected thereby, (vi) waive or amend
Section 6.01, or Section 8.13 without the written consent of each Lender, (vii) release any Guarantor (except as set forth in the Guaranty Agreement) or release all or a substantial portion of
the collateral (other than as provided in Section 11.10) without written consent of each Lender and each Secured Hedge Provider, or reduce the percentage set forth in Section 8.13(a) to less than ninety percent
(90%), without the written consent of each Lender, (viii) modify the terms of clause (b) of the definition of “Obligations”, the definition of “Secured Hedge Provider”, the definition of “Secured Swap
Agreement”, Section 10.02(c), Section 12.14, or any of the provisions of Section 12.02(b) without the consent of each Secured Hedge Provider adversely affected thereby, (ix) change any of the
provisions of this Section 12.02(b) or the definition of “Majority Lenders”, “Majority Revolving Lenders” or “Majority Term Lenders” or any other provision hereof specifying the number or percentage of Lenders
required to waive, amend or modify any rights hereunder or under any other Loan Documents or make any determination or grant any consent hereunder or any other Loan Documents, without the written consent of each Lender, or (x) amend or
otherwise modify any Security Instrument in a manner that results in the obligations of the Borrower or any Subsidiary owing to any Secured Hedge Provider under any Secured Swap Agreement no longer being secured pursuant to such Security Instrument,
without the written consent of such Secured Hedge Provider; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or any Issuing Bank hereunder or under any other Loan
Document without the prior written consent of the Administrative Agent or such 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. 

(c) No provision of Section 2.09 may be waived, amended or modified except pursuant to an agreement or agreements in
writing entered into by the Borrower and the Majority Term Lenders; provided that no such agreement shall (i) increase the Term Loan Commitment of any Term Lender without the written consent of such Term Lender, (ii) reduce the
principal amount of any Term Loan or reduce the rate of interest thereon, without the written consent of each Term Lender affected thereby, (iii) extend the termination date of the Term Loan 

  
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Commitments, postpone the scheduled date of payment of the principal amount of any Term Loan, or any interest thereon (other than any waiver of interest at the rate required by Section
3.02(c)), or reduce the amount of, waive or excuse any such payment without the written consent of each Term Lender affected thereby, (iv) change any of the provisions of this Section 12.02(c) without the written consent of each Term
Lender without the consent of each Term Lender. Each Term Lender acknowledges and agrees that it has no consent or voting rights with respect to waivers, amendments or modifications of this Agreement, any provision hereof, any Security Instrument or
any other Loan Document or any provision thereof, except as expressly set forth in this Section 12.02(c) or as expressly set forth with respect to any vote of Majority Lenders pursuant to Section 12.02(b). 

(d) For the avoidance of doubt, any amendment, restatement, waiver, consent or other modification that has the effect of increasing the
principal amount of the Term Loan, shortening the maturity date or accelerating amortization shall constitute a material change affecting all Lenders and shall require the approval of all Lenders. 

(e) Notwithstanding any other provision in this Agreement to the contrary, the Administrative Agent is authorized on the Effective Date to
waive delivery of any Security Instrument and perfection of any Liens contemplated thereunder, as set forth in Section 6.01(j), Section 6.01(k), or Section 6.01(l) (but only to the extent such opinions relate to any Security
Interests, mortgages or perfection), to a date not later than thirty (30) days after the Effective Date, or such later date as determined in the Administrative Agent’s sole discretion. 

(f) Notwithstanding any other provision of this Agreement or any other Loan Document to the contrary, this Agreement may not be amended,
restated, amended and restated, supplemented, changed or otherwise modified or renewed if the effect of such change would be to (i) increase the Commitment or Maximum Credit Amount, or (ii) extend the Maturity Date, until flood insurance
diligence and compliance is reasonably satisfactory to all Lenders. 
 Section 12.03 Expenses, Indemnity; Damage Waiver. 

(a) The Borrower and each other Obligor shall jointly and severally pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Arranger and their 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 and, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation,
execution, delivery and administration (both before and after the execution hereof and including advice of counsel to the Administrative Agent as to the rights and duties of the Administrative Agent and the Lenders with respect thereto) of this
Agreement and the other Loan Documents and any amendments, modifications or waivers of or consents related to the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all out-of-pocket costs, expenses, Taxes, assessments and other charges incurred by the Administrative 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 each Issuing Bank in connection with the issuance, amendment, renewal or extension of any


  
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Letter of Credit issued by such Issuing Bank or any demand for payment thereunder, (iv) all out-of-pocket
expenses incurred by the Administrative Agent (and its Affiliates) and the Lenders (including (A) the fees, charges and disbursements of counsel to the Administrative Agent and (B) the fees, charges and disbursements of one primary counsel
to the Lenders as a group (plus no more than one additional counsel in each jurisdiction that is relevant to such enforcement or protection of rights)) in connection with this Agreement or any other Loan Document 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 AND EACH OTHER OBLIGOR SHALL JOINTLY AND SEVERALLY INDEMNIFY
THE ADMINISTRATIVE AGENT, THE ARRANGER, EACH ISSUING BANK 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 AND CUSTOMARY 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 (OTHER THAN EXPENSES IN CONNECTION WITH THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS DATED OF EVEN DATE HEREWITH,
WHICH EXPENSES SHALL ONLY BE PAID BY THE BORROWER TO THE EXTENT PROVIDED IN SECTION 12.03(A)) 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 OBLIGORS OR THEIR RESPECTIVE SUBSIDIARIES 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 ANY ISSUING BANK TO HONOR A DEMAND FOR
PAYMENT UNDER A LETTER OF CREDIT ISSUED BY SUCH ISSUING BANK 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 

  
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OBLIGORS OR THEIR RESPECTIVE SUBSIDIARIES BY THE OBLIGORS OR THEIR RESPECTIVE SUBSIDIARIES, (vii) ANY ASSERTION THAT THE LENDERS WERE NOT ENTITLED TO RECEIVE THE PROCEEDS RECEIVED
PURSUANT TO THE SECURITY INSTRUMENTS, (viii) ANY ENVIRONMENTAL LAW APPLICABLE TO THE BORROWER OR ITS SUBSIDIARIES 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 MATERIALS ON ANY OF THEIR PROPERTIES, (ix) THE BREACH OR NON-COMPLIANCE BY THE OBLIGORS OR
THEIR RESPECTIVE SUBSIDIARIES WITH ANY ENVIRONMENTAL LAW APPLICABLE TO THE OBLIGORS OR THEIR RESPECTIVE SUBSIDIARIES, (x) THE PAST OWNERSHIP BY THE OBLIGORS OR THEIR RESPECTIVE SUBSIDIARIES 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 OBLIGORS OR THEIR RESPECTIVE SUBSIDIARIES OR ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OF HAZARDOUS
MATERIALS ON OR FROM ANY PROPERTY OWNED OR OPERATED BY THE OBLIGORS OR THEIR RESPECTIVE SUBSIDIARIES, (xii) ANY ENVIRONMENTAL LIABILITY RELATED IN ANY WAY TO THE OBLIGORS OR THEIR RESPECTIVE SUBSIDIARIES, OR (xiii) ANY OTHER ENVIRONMENTAL,
HEALTH OR SAFETY CONDITION IN CONNECTION WITH THE LOAN DOCUMENTS, (xiv) THE USE BY UNINTENDED RECIPIENTS OF ANY INFORMATION OR OTHER MATERIALS DISTRIBUTED BY IT THROUGH TELECOMMUNICATIONS, ELECTRONIC OR OTHER INFORMATION TRANSMISSION SYSTEM IN
CONNECTION WITH THIS AGREEMENT, THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, OR (xv) ANY ACTUAL OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING, WHETHER BROUGHT BY A
THIRD PARTY, THE BORROWER OR ANY GUARANTOR, 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,


  
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LIABILITIES OR RELATED EXPENSES ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT TO HAVE RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH
INDEMNITEE, AND PROVIDED FURTHER THAT THE INDEMNITY SET FORTH HEREIN SHALL NOT APPLY TO DISPUTES SOLELY BETWEEN LENDERS UNLESS SUCH DISPUTE RESULTS FROM ANY CLAIM ARISING OUT OF ANY REQUEST, ACT OR OMISSION ON THE PART OF THE BORROWER OR ANY
GUARANTOR OR AGAINST THE ARRANGER, ANY AGENT OR ANY ISSUING BANK IN ITS CAPACITY AS SUCH, IN EACH CASE, IN CONNECTION WITH THE LOAN DOCUMENTS. WITH RESPECT TO THE OBLIGATION TO REIMBURSE AN INDEMNITEE FOR FEES, CHARGES AND DISBURSEMENTS OF COUNSEL,
EACH INDEMNITEE AGREES THAT ALL INDEMNITEES WILL AS A GROUP UTILIZE ONE PRIMARY COUNSEL (PLUS NO MORE THAN ONE ADDITIONAL COUNSEL IN EACH JURISDICTION WHERE A PROCEEDING THAT IS THE SUBJECT MATTER OF THE INDEMNITY IS LOCATED) UNLESS (1) THERE
IS A CONFLICT OF INTEREST AMONG INDEMNITEES, (2) DEFENSES OR CLAIMS EXIST WITH RESPECT TO ONE OR MORE INDEMNITEES THAT ARE NOT AVAILABLE TO ONE OR MORE OTHER INDEMNITEES OR (3) SPECIAL COUNSEL IS REQUIRED TO BE RETAINED AND THE BORROWER
CONSENTS TO SUCH RETENTION. 
 (c) To the extent that the Borrower fails to pay any amount required to be paid by it to such
(i) Administrative Agent under Section 12.03(a) or (b), each Lender severally agrees to pay to such Administrative Agent such Lender’s pro rata share (determined by dividing (A) the sum of such Lender’s Maximum
Credit Amount and principal amount of Term Loans outstanding by (B) the sum of the Aggregate Maximum Credit Amounts and the aggregate principal amount of Term Loans outstanding 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 Administrative Agent in
its capacity as such or (ii) Issuing Bank under Section 12.03(a) or (b), each Revolving Lender severally agrees to pay to such Issuing Bank such Revolving Lender’s Applicable Percentage (determined as of the time that the
applicable unreimbursed expense or indemnity 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 Issuing Bank in its capacity as such. For the avoidance of doubt, the parties hereto acknowledge and agree that a claim for indemnity under Section 12.03(a), to the extent covered thereby, is a claim of direct or actual damages and
nothing contained in the foregoing sentence shall limit the Obligors’ indemnification obligations to the extent special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee
is otherwise entitled to indemnification hereunder. 
 (d) TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER ANY PARTY HERETO NOR ANY OF
THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS SHALL ASSERT, AND EACH HEREBY WAIVES, ANY CLAIM AGAINST ANY OTHER SUCH PERSON, ON ANY THEORY OF LIABILITY, FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES (AS OPPOSED TO DIRECT OR
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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. FOR THE AVOIDANCE OF DOUBT, NOTHING HEREIN SHALL LIMIT OR BE DEEMED TO LIMIT THE OBLIGORS’ OBLIGATION TO INDEMNIFY THE INDEMNITEE’S FOR ANY SUCH CLAIMS BROUGHT BY THIRD PARTIES. 

(e) All amounts due under this Section 12.03 shall be payable within ten (10) Business Days of written demand
therefor attaching the relevant invoices and/or a certificate, in each case setting forth the basis for such demand in reasonable detail. 

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 any 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), (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this
Section 12.04 or as required under Section 5.04(b), and (iii) no Lender may assign to the Borrower or any other Obligor or their respective Subsidiaries, or an Affiliate of the Borrower or any other Obligor or
their respective Subsidiaries, or a Defaulting Lender or an Affiliate of a Defaulting Lender all or any portion of such Lender’s rights and obligations under the Agreement or all or any portion of its Commitments or the Loans owing to it
hereunder. During the Non-Conforming Period, no Revolving Lender may separately assign its Revolving Loan Exposure or Revolving Loan Commitments with respect to the Conforming Borrowing Base Loans and the Non-Conforming Borrowing Base Loans. 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 any 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, each 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, conditioned or delayed) of: 

(A) the Borrower, provided that no consent of the Borrower shall be required if such assignment is to a Lender or an Affiliate of a
Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, is to any other assignee, provided further that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by
written notice to the Administrative Agent within 5 Business Days after having received notice thereof; and 

  
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 (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 or any Affiliate of a Lender or an Approved Fund, 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 to such assignment is delivered to the
Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is
continuing; 
 (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights
and obligations under this Agreement; 
 (C) the parties to each assignment shall execute and deliver to the Administrative Agent an
Assignment and Assumption, together with a processing and recordation fee of $3,500; 
 (D) the assignee, if it shall not be a Lender, shall
deliver to the Administrative Agent an Administrative Questionnaire; and 
 (E) no assignment shall be made to a natural Person, or to any
holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person. 
 (iii)
Notwithstanding any other provision of this Agreement to the contrary, the Borrower may purchase the Term Loans from any Term Loan Lender in the open secondary market; provided that such purchased Term Loan shall be immediately cancelled and
retired; provided further, no such purchase shall be permitted by the Borrower using proceeds of Revolving Loans and after giving effect to such purchase on a pro forma basis, the amount available for borrowing under the Borrowing Base, or
during the Non-Conforming Period, the Conforming Borrowing Base, shall not be less than twenty percent (20%) of the Borrowing Base then in effect, or during the
Non-Conforming Period, the Conforming Borrowing Base then in effect. 
 (iv) Subject to Section
12.04(b)(ii) 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, 

  
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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). 

(v) The Administrative Agent, acting for this purpose as a non-fiduciary agent of the Borrower, shall
maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Maximum 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 (absent manifest error), and the Borrower, the Administrative Agent, each 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, any 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 II and forward a copy of such revised Annex II to the Borrower, each Issuing Bank and each Lender. 
 (vi) 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 this Section 12.04(b) and any written consent to such assignment required by this Section 12.04(b), the Administrative Agent shall accept such Assignment and Assumption and record the information
contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this Section 12.04(b). 

(c) (i) Any Lender may, without the consent of the Borrower the Administrative Agent or any Issuing Bank, sell participations to one or more
banks or other entities that are not an Affiliate of the Borrower or any other Obligor (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, each 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 (x) any such Revolving Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso
to Section 12.02(b) that affects such Participant and (y) any such 

  
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Term Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the proviso to Section 12.02(c) that affects such Participant. In
addition such agreement must provide that the Participant be bound by the provisions of Section 12.11. 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. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each
Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any
obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under
any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section
5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the
Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no
responsibility for maintaining a Participant Register. 
 (ii) 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 any pledge or assignment to secure obligations to a Federal Reserve Bank or other central bank having jurisdiction over such Lender, and this Section 12.04(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.

 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


  
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and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent,
any other agent, any 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, Section 12.03, Section 12.11 and Article XI shall
survive and remain in full force and effect regardless of the consummation of the Transactions, 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 Obligations 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
Obligations 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. 
 (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, facsimile, as an attachment to an email or other similar electronic means shall be effective as delivery of a manually executed counterpart of this Agreement. 

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

Section 12.08 Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its
Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations
(of whatsoever kind, including, without limitation, obligations under Swap Agreements) at any time owing by such Lender or Affiliate to or for the credit or the account of the Obligors or their respective Subsidiaries against any of and all the
obligations of the Obligors or their respective Subsidiaries 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. Each Lender or its Affiliate agrees to promptly notify the Borrower and the Administrative Agent after any such setoff and application, provided that the failure to give such
notice shall not affect the validity of such setoff and application. 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 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 OR THE NOTES. 

(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, HOUSTON DIVISION, 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 

  
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GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS. THIS SUBMISSION TO JURISDICTION IS NON-EXCLUSIVE AND DOES NOT PRECLUDE A PARTY FROM OBTAINING JURISDICTION OVER ANOTHER PARTY IN ANY COURT OTHERWISE HAVING JURISDICTION. 

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

Section 12.11 Confidentiality. Each of the Administrative Agent, each 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 Related Parties’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it
being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority or
self-regulatory body, (c) to the extent required by applicable laws or 

  
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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 their obligations, (g) with the consent of the Borrower, (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, any Issuing Bank or any Lender on a nonconfidential basis from a source other than the Borrower, or (i) to
the National Association of Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect
to such Lender. For the purposes of this Section 12.11, “Information” means all information received from the Obligors or their respective Subsidiaries relating to the Obligors or their respective
Subsidiaries and their businesses, other than any such information that is available to the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by the Obligors or their respective Subsidiaries;
provided that, in the case of information received from the Borrower, or any of its Subsidiaries 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. 
 Each Lender acknowledges that information furnished to it
pursuant to this Agreement or the other Loan Documents may include material non-public information concerning the Borrower and its Affiliates and their Related Parties or their respective securities, and
confirms that it has developed compliance procedures regarding the use of material non-public information and agrees that it will handle such material non-public
information in accordance with those procedures and applicable law, including federal and state securities laws. 
 All information,
including requests for waivers and amendments, furnished by the Borrower or the Administrative Agent pursuant to, or in the course of administering, this Agreement or the other Loan Documents will be syndicate-level information, which may contain
material non-public information about the Borrower and its Affiliates and their Related Parties or their respective securities. Accordingly, each Lender represents to the Borrower and the Administrative Agent
that it has identified in its Administrative Questionnaire a credit contact who may receive information that may contain material non-public information in accordance with its compliance procedures and
applicable law, including federal and state securities laws. 
 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 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


  
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any agreement entered into in connection with or as security for the Loans, it is agreed as follows: (a) the aggregate of all consideration which constitutes interest under law applicable to
any Lender that is contracted for, taken, reserved, charged or received by such Lender under any of the Loan Documents or agreements or otherwise in connection with the 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 Obligations (or, to the extent that the principal amount of the Obligations shall have been or
would thereby be paid in full, refunded by such Lender to the Borrower); and (b) in the event that the maturity of the 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 the date of such acceleration or prepayment and, if theretofore paid, shall be credited by such Lender on the principal amount of the
Obligations (or, to the extent that the principal amount of the Obligations 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. The Loans are not primarily for personal, family or
household use. 
 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 

  
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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 Obligations shall also extend to and be available to each Secured Hedge Provider on a pro rata basis in respect of any obligations of the Obligors or their respective Subsidiaries owed to such Secured Hedge
Provider under any Secured Swap Agreement. Except as set forth in Section 12.02(b)(viii) and (xi), no Secured Hedge Provider shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under any
Secured Swap Agreement. 
 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 and other Obligors that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), it
is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender to identify the Borrower in accordance with the
Patriot Act. 
 Section 12.17 No Fiduciary Duty. The Administrative Agent, each Lender and their Affiliates (collectively,
solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Borrower and the Guarantors, their respective stockholders and/or their affiliates. The Borrower agrees that nothing in the
Loan Documents and nothing in connection with the transactions related thereto will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and the Borrower and any
Guarantor, its stockholders or its affiliates, on the other. The Borrower acknowledges and agrees that (a) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Borrower on the other, and (b) in connection therewith and with the process leading thereto, (i) no Lender has
assumed an advisory or fiduciary responsibility in favor of the Borrower or any Guarantor, its 

  
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stockholders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of
whether any Lender has advised, is currently advising or will advise the Borrower or any Guarantor, its stockholders or its Affiliates on other matters) or any other obligation to the Borrower or any Guarantor except the obligations expressly set
forth in the Loan Documents and (ii) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrower or any Guarantor, its management, stockholders, creditors or any other Person. The Borrower acknowledges and agrees
that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees
that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower or any Guarantor, in connection with such transaction or the process leading thereto. 

Section 12.18 Flood Insurance Provisions. 

(a) Notwithstanding any provision in this Agreement or any other Loan Document to the contrary, except as set forth on
Annex IV Schedule of Mortgaged Structures (all of which shall be Mortgaged Property and a “Mortgaged Structure”, including the structures so listed on Annex IV), as amended from
time to time by the Administrative Agent, in no event is any Building (as defined in the applicable Flood Insurance Regulation) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulation) included in the definition of
“Mortgaged Property” and no Building or Manufactured (Mobile) Home is hereby encumbered by this Agreement or any other Loan Document; provided, that notwithstanding any other provision of this Agreement or any other Loan Document,
if any Lender delivers to the Administrative Agent a written notice (an “Opt Out Notice”), no Mortgaged Structure included as part of any Security Instrument filed after the date of such Opt Out Notice, shall be, or be deemed to be
Collateral of such Lender, and such Lender shall not be a secured party with respect to such Mortgaged Structure, and the Administrative Agent in its capacity as trustee under any Security Instrument shall not be deemed to act for such Lender as a
secured party with respect to such Mortgaged Structure until such time, which shall not be a date more than 45 days after the delivery of such Opt Out Notice, as such Lender shall deliver written notice to the Administrative Agent that such Lender
has completed due diligence and concluded that compliance with flood insurance and other requirements pursuant to Flood Insurance Regulations with respect to such Mortgaged Structure are satisfactory to such Lender and such Lender has elected to be
a secured party with respect to such Mortgaged Structure; provided further, that upon delivery of such notice, such Lender shall automatically be included as a secured party with respect to such Mortgaged Structure. As used herein, “Flood
Insurance Regulations” means (i) the National Flood Insurance Act of 1968 as now or hereafter in effect or any successor statute thereto, (ii) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor
statute thereto, (iii) the National Flood Insurance Reform Act of 1994 (amending 42 USC 4001, et seq.), as the same may be amended or recodified from time to time and (iv) the Flood Insurance Reform Act of 2004 and any regulations
promulgated thereunder and (v) the Biggert-Waters Flood Reform Act of 2012 and any regulations promulgated thereunder. 

  
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 (b) The Administrative Agent has adopted internal policies and procedures that address
requirements placed on federally regulated Lenders under the Flood Insurance Regulations. The Administrative Agent will post on the applicable electronic platform (or otherwise distribute to each Lender in the syndicate) documents that it receives
in connection with the Flood Insurance Regulations. However, the Administrative Agent reminds each Lender and participant in the facility that, pursuant to the Flood Insurance Regulations, each federally regulated Lender (whether acting as a Lender
or participant in the facility) is responsible for assuring its own compliance with the flood insurance requirements. 
 Section 12.19
Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such
parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution
Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by
any party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-in Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of
any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise
conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or (iii) the variation of the terms of such
liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority. 
 Section 12.20
Releases. 
 (a) Full Release. Upon the request of the Borrower, if (i) all Indebtedness secured hereby shall have been
indefeasibly paid in full (other than indemnities and other contingent obligations not then due and payable and as to which no claim has been made as of the time of determination), (ii) all Letters of Credit shall have expired, terminated or other
arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been made, (iii) all Secured Swap Agreements shall have been paid in full or other arrangements satisfactory to the Administrative Agent and the Secured Hedge
Provider shall have been made, (iv) commitments of the Lenders under the Loan Documents shall have been terminated and (iv) this Agreement and the other Loan Documents shall have been terminated (other than those provisions that by their
terms survive termination), the Administrative Agent at the request and sole expense of Grantors shall execute and deliver or cause to be executed and delivered such instruments as may be necessary to evidence the release of the Liens granted
pursuant to the Security Instruments. 
 (b) Partial Release. If any of the Collateral shall be sold, transferred, conveyed or
otherwise disposed of by the Borrower or any Subsidiary Guarantor in a transaction with a non-Affiliate third party permitted by the Loan Documents (other than any sale, transfer, conveyance, transfer of other
disposition to the Borrower or another Guarantor), then upon written request delivered to the Administrative Agent, the Administrative Agent, at the sole 

  
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expense of the Borrower and the applicable Subsidiary Guarantor, shall promptly execute and deliver to the Borrower or such Subsidiary Guarantor all releases, termination statements and/or other
documents reasonably necessary or desirable to evidence the release of Liens created under the applicable Loan Documents; provided that the Borrower shall have delivered to the Administrative Agent a written request for release, termination
statements and other documents identifying the Borrower or such Subsidiary Guarantor together with a certification by the Borrower stating (x) that such transaction is in compliance with this Agreement and the other Loan Documents, and
(y) no Collateral other than the Collateral required to be released is being released. At the written request and sole expense of the Borrower, the Administrative Agent is authorized to release a Guarantor from its obligations under the Loan
Documents (including, without limitation, any guarantee under the Guaranty Agreement) in the event that all the capital stock or other Equity Interests of such Guarantor shall be sold, transferred, conveyed, associated or otherwise disposed of in a
transaction permitted by the Loan Documents, and such Equity Interests shall be released from the Liens created under the Security Instruments, and the Administrative Agent, at the sole expense of the Borrower and the applicable Guarantor, shall
promptly execute and deliver to the Borrower or such Guarantor all releases, termination statements and/or other documents reasonably necessary or desirable to evidence such release; provided that the Borrower shall have delivered to the
Administrative Agent a written request for release identifying the relevant Guarantor together with a certification by the Borrower stating (x) that such transaction is in compliance with this Agreement and the other Loan Documents, and
(y) no Guarantor or Collateral other than the Guarantor or Collateral required to be released is being released. 
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	 LINN ENERGY HOLDCO LLC

LINN ENERGY, INC.
 LINN ENERGY HOLDCO II LLC

LINN OPERATING, LLC
 LINN ENERGY HOLDINGS, LLC

LINN MIDWEST ENERGY LLC
 LINN MIDSTREAM, LLC

LINN MARKETING, LLC

		
	By:	 	 /s/ David B. Rottino

	Name:	 	David B. Rottino
	Title:	 	 Executive Vice President and
 Chief Financial
Officer




  
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		 		 	 WELLS FARGO BANK, NATIONAL

ASSOCIATION, as Administrative

Agent and a Lender

				
		 		 	By:	 	 /s/ Patrick J. Fults

		 		 	Name:	 	Patrick J. Fults
		 		 	Title:	 	Director

  

  










			
	BANK OF MONTREAL
		
	By:	 	 /s/ James V. Ducote

	Name:	 	James V. Ducote
	Title:	 	Managing Director



  
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	AG ENERGY FUNDING, LLC
		
	By:	 	 /s/ Todd Dittmann

	Name:	 	Todd Dittmann
	Title:	 	Authorized Person



  
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	ROYAL BANK OF CANADA
		
	By:	 	 /s/ Leslie P. Vowell

	Name:	 	Leslie P. Vowell
	Title:	 	Attorney-in-Fact



  
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	BNP PARIBAS
		
	By:	 	 /s/ Sriram Chandrasekaran

	Name:	 	Sriram Chandrasekaran
	Title:	 	Director
		
	By:	 	 /s/ Vincent Trapet

	Name:	 	Vincent Trapet
	Title:	 	Director



  
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	CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH
		
	By:	 	 /s/ Charles D. Mulkeen

	Name:	 	Charles D. Mulkeen
	Title:	 	Executive Director



  
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	KEYBANK NATIONAL ASSOCIATION
		
	By:	 	 /s/ John Dravenstott

	Name:	 	John Dravenstott
	Title:	 	Vice President



  
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	WHITNEY BANK
		
	By:	 	 /s/ Liana Tchernysheva

	Name:	 	Liana Tchernysheva
	Title:	 	Senior Vice President



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

	Name:	 	Bryan J. Matthews
	Title:	 	Authorized Signatory
		
	By:	 	 /s/ Peter J. Winstanley

	Name:	 	Peter J. Winstanley
	Title:	 	Authorized Signatory



  
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	ASSOCIATED BANK, N.A.
		
	By:	 	 /s/ Brett P. Stone

	Name:	 	Brett P. Stone
	Title:	 	Senior Vice President



  
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	ING CAPITAL LLC
		
	By:	 	 /s/ Juli Bieser

	Name:	 	Juli Bieser
	Title:	 	Managing Director
		
	By:	 	 /s/ Charles Hall

	Name:	 	Charles Hall
	Title:	 	Managing Director



  
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	TORONTO DOMINION (NEW YORK) LLC
		
	By:	 	 /s/ Annie Dorval

	Name:	 	Annie Dorval
	Title:	 	Authorized Signatory



  
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	MACQUARIE BANK LIMITED
		
	By:	 	 /s/ Ian Steddon

	Name:	 	Ian Steddon
	Title:	 	Division Director
		
	By:	 	 /s/ Andrew Mitchell

	Name:	 	Andrew Mitchell
	Title:	 	Division Director
	
	POA Ref: #2090 dated 26 November 2015 expiring 30 November 2017, signed in London



  
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	SUNTRUST BANK
		
	By:	 	 /s/ William S. Krueger

	Name:	 	William S. Krueger
	Title:	 	First Vice President



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

	Name:	 	James P. Cecil
	Title:	 	Vice President



  
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	PNC BANK NATIONAL ASSOCIATION
		
	By:	 	 /s/ John Ataman

	Name:	 	John Ataman
	Title:	 	Senior Vice President



  
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	THE HUNTINGTON NATIONAL BANK
		
	By:	 	 /s/ Stephen Hoffman

	Name:	 	Stephen Hoffman
	Title:	 	Managing Director



  
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	CARGILL, INCORPORATED
		
	By:	 	 /s/ Tyler R. Smith

	Name:	 	Tyler R. Smith
	Title:	 	Authorized Signer



  
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	CITIBANK, N.A.
		
	By:	 	 /s/ Sugam Mehta

	Name:	 	Sugam Mehta
	Title:	 	Vice President



  
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	COMPASS BANK
		
	By:	 	 /s/ Rachel Festervand

	Name:	 	Rachel Festervand
	Title:	 	Sr. Vice President



  
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	FIFTH THIRD BANK
		
	By:	 	 /s/ David R. Garcia

	Name:	 	David R. Garcia
	Title:	 	Vice President



  
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	GSO CHURCHILL PARTNERS LP
	By: GSO Churchill Associates LLC
	
	GSO CREDIT ALPHA FUND LP
	By: GSO Credit Alpha Associates LLC
	
	GSO ENERGY MARKET OPPORTUNITY FUND LP
	By: GSO Energy Market Opportunities Associates LLC
	
	GSO HARRINGTON CREDIT ALPHA FUND (CAYMAN) L.P.
	By: GSO Harrington Credit Alpha Associates L.L.C.
	
	GSO ENERGY SELECT OPPORTUNITIES FUND LP
	BY: GSO ENERGY SELECT OPPORTUNIEIES ASSOCIATES LLC
	
	GSO PALMETTO OPPORTUNISTIC INVESTMENT PARTNERS LP
	BY: GSO PALMETTO OPPORTUNISTIC ASSOCIATES LLC


 
			
		
	By:	 	 /s/ Marisa Beeney

	Name:	 	Marisa Beeney
	Title:	 	Authorized Person



  
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	UBS AG, STAMFORD BRANCH
		
	By:	 	 /s/ Houssem Daly

	Name:	 	Houssem Daly
	Title:	 	Associate Director


 
			
		
	By:	 	 /s/ Darlene Arias

	Name:	 	Darlene Arias
	Title:	 	Director



  
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	BARCLAYS BANK PLC
		
	By:	 	 /s/ Christopher Aitkin

	Name:	 	Christopher Aitkin
	Title:	 	Assistant Vice President



  
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	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK
		
	By:	 	 /s/ Kathleen Sweeney

	Name:	 	Kathleen Sweeney
	Title:	 	Managing Director


 
			
		
	By:	 	 /s/ Pierre-Alain Bennaim

	Name:	 	Pierre-Alain Bennaim
	Title:	 	Managing Director



  
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	THE BANK OF NOVA SCOTIA
		
	By:	 	 /s/ Marc Graham

	Name:	 	Marc Graham
	Title:	 	Director



  
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	CITIZENS BANK, N.A.
		
	By:	 	 /s/ David W. Stack

	Name:	 	David W. Stack
	Title:	 	Senior Vice President



  
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	 SUMITOMO MITSUI BANKING

CORPORATION

		
	By:	 	 /s/ Ryo Suzuki

	Name:	 	Ryo Suzuki
	Title:	 	General Manager



  
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	JPMORGAN CHASE BANK, N.A.
		
	By:	 	 /s/ Anson Williams

	Name:	 	Anson Williams
	Title:	 	Authorized Signatory



  
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	BANK OF AMERICA, N.A.
		
	By:	 	 /s/ Margaret Sang

	Name:	 	Margaret Sang
	Title:	 	Vice President



  
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	MORGAN STANLEY BANK, N.A.
		
	By:	 	 /s/ Matthew T. Meyers

	Name:	 	Matthew T. Meyers
	Title:	 	Authorized Signatory



  
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	COMERICA BANK
		
	By:	 	 /s/ Chad Stephenson

	Name:	 	Chad Stephenson
	Title:	 	Vice President



  
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	DNB CAPITAL LLC
		
	By:	 	 /s/ Byron Cooley

	Name:	 	Byron Cooley
	Title:	 	Senior Vice President
		
	By:	 	 /s/ Robert Dupree

	Name:	 	Robert Dupree
	Title:	 	Senior Vice President



  
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	ABN AMRO CAPITAL USA LLC
		
	By:	 	 /s/ Darrell Holley

	Name:	 	Darrell Holley
	Title:	 	Managing Director
		
	By:	 	 /s/ Elizabeth Johnson

	Name:	 	Elizabeth Johnson
	Title:	 	Director



  
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	CAPITAL ONE, NATIONAL ASSOCIATION
		
	By:	 	 /s/ Mason McGurrin

	Name:	 	Mason McGurrin
	Title:	 	Managing Director



  
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	BANK OF AMERICA, N.A.
		
	By:	 	 /s/ Edna Aguilar Mitchell

	Name:	 	Edna Aguilar Mitchell
	Title:	 	Director



  
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Credit Agreement 









 
			
	MIZUHO BANK LTD.
		
	By:	 	 /s/ Leon Mo

	Name:	 	Leon Mo
	Title:	 	Authorized Signatory



  
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Credit Agreement 









 
			
	DEUTSCHE BANK AG NEW YORK BRANCH
		
	By:	 	 /s/ Anca Trifau

	Name:	 	Anca Trifau
	Title:	 	Managing Director
		
	By:	 	 /s/ Peter Cucchiara

	Name:	 	Peter Cucchiara
	Title:	 	Vice President



  
 Signature Page to Linn
Credit Agreement 









 
			
	BP ENERGY COMPANY
		
	By:	 	 /s/ Timothy Yee

	Name:	 	Timothy Yee
	Title:	 	Attorney-in-Fact



  
 Signature Page to Linn
Credit Agreement 









 
			
	GOLDMAN SACHS LENDING PARTNERS LLC
		
	By:	 	 /s/ Josh Rosenthal

	Name:	 	Josh Rosenthal
	Title:	 	Authorized Signatory



  
 Signature Page to Linn
Credit Agreement 









 
			
	NEXTERA ENERGY MARKETING, LLC
		
	By:	 	 /s/ Craig Shapiro

	Name:	 	Craig Shapiro
	Title:	 	Vice President & Managing Director



  
 Signature Page to Linn
Credit Agreement 









 
			
	SOCIETE GENERALE
		
	By:	 	 /s/ Max Sonnonstine

	Name:	 	Max Sonnonstine
	Title:	 	Director



  
 Signature Page to Linn
Credit Agreement 









 
			
	NATIXIS
		
	By:	 	 /s/ Brice Le Foyer

	Name:	 	Brice Le Foyer
	Title:	 	Director
		
	By:	 	 /s/ Tim Polvado

	Name:	 	Tim Polvado
	Title:	 	Managing Director



  
 Signature Page to Linn
Credit Agreement 









 
			
	AMTRUST INTERNATIONAL INSURANCE
		
	By:	 	 /s/ Harry Schlachter

	Name:	 	Harry Schlachter
	Title:	 	Senior Vice President Finance



  
 Signature Page to Linn
Credit Agreement 









 
			
	NATIONAL GENERAL REINSURANCE
		
	By:	 	 /s/ Peter Rendall

	Name:	 	Peter Rendall
	Title:	 	Chief Operating Officer and Treasurer



  
 Signature Page to Linn
Credit Agreement 









 
			
	GSO CAPITAL SOLUTIONS FUND II (Luxembourg) S.àr.l.
		
	By:	 	 /s/ JC Koch

	Name:	 	JC Koch
	Title:	 	Manager A
		
	By:	 	 /s/ William Foot

	Name:	 	William Foot
	Title:	 	Manager B



  
 Signature Page to Linn
Credit Agreement 









 
			
	MORGAN STANLEY SENIOR FUNDING, INC.
		
	By:	 	 /s/ Richard Vandermass

	Name:	 	Richard Vandermass
	Title:	 	Managing Director



  
 Signature Page to Linn
Credit Agreement 









 
			
	GUGGENHEIM ENERGY & INCOME FUND
	By: Guggenheim Partners Investment Management, LLC as Sub-Adviser
		
	By:	 	 /s/ Kevin M. Robinson

	Name:	 	Kevin M. Robinson
	Title:	 	Attorney-in-Fact



  
 Signature Page to Linn
Credit Agreement 









 
			
	GUGGENHEIM FUNDS TRUST-GUGGENHEIM MACRO OPPORTUNITIES FUND
	By: Guggenheim Partners Investment Management, LLC as Investment Adviser
		
	By:	 	 /s/ Kevin M. Robinson

	Name:	 	Kevin M. Robinson
	Title:	 	Attorney-in-Fact



  
 Signature Page to Linn
Credit Agreement 









 
			
	MAVERICK ENTERPRISES, INC.
	By: Guggenheim Partners Investment Management, LLC as Investment Manager
		
	By:	 	 /s/ Kevin M. Robinson

	Name:	 	Kevin M. Robinson
	Title:	 	Attorney-in-Fact



  
 Signature Page to Linn
Credit Agreement 









 
			
	 NZC GUGGENHEIM MASTER FUND

LIMITED

	By: Guggenheim Partners Investment Management, LLC as Manager
		
	By:	 	 /s/ Kevin M. Robinson

	Name:	 	Kevin M. Robinson
	Title:	 	Attorney-in-Fact



  
 Signature Page to Linn
Credit Agreement 









 ANNEX I 

SCHEDULE OF SUBSIDIARY GUARANTORS 
  

			
	 Legal Name
	  	 Jurisdiction and Entity Type

		
	Linn Operating, LLC	  	Delaware limited liability company
		
	Linn Midstream, LLC	  	Delaware limited liability company
		
	Linn Energy Holdings, LLC	  	Delaware limited liability company
		
	Linn Midwest Energy LLC	  	Delaware limited liability company
		
	Linn Marketing, LLC	  	Delaware limited liability company


  
 ANNEX I -
1 
 CREDIT AGREEMENT 









 ANNEX II 

SCHEDULE OF MAXIMUM CREDIT AMOUNTS 

Maximum Credit Amounts 
 as of the
Effective Date 
  

									
	 Name of Lender
	  	Applicable
Percentage	 	 	Maximum Credit
Amount	 
	 Wells Fargo Bank, N.A.
	  	 	6.37	% 	 	$	89,189,325.00	 
	 ABN AMRO Capital USA LLC
	  	 	2.38	% 	 	$	33,301,113.68	 
	 AG Energy Funding LLC
	  	 	0.98	% 	 	$	13,665,679.62	 
	 AmTrust International Insurance
	  	 	0.26	% 	 	$	3,596,501.33	 
	 Associated Bank, N.A.
	  	 	0.74	% 	 	$	10,334,523.97	 
	 Bank of America
	  	 	3.94	% 	 	$	55,172,517.59	 
	 Bank of Montreal
	  	 	3.61	% 	 	$	50,572,388.96	 
	 Barclays Bank PLC - US
	  	 	4.25	% 	 	$	59,538,978.67	 
	 BNP Paribas
	  	 	2.32	% 	 	$	32,483,294.85	 
	 BP Energy Company
	  	 	0.11	% 	 	$	1,494,431.62	 
	 Capital One, N.A.
	  	 	3.08	% 	 	$	43,100,230.90	 
	 Cargill, Incorporated
	  	 	0.11	% 	 	$	1,494,431.62	 
	 CIBC Inc.
	  	 	3.41	% 	 	$	47,710,023.08	 
	 Citibank
	  	 	4.25	% 	 	$	59,538,978.67	 
	 Citizens Bank FKA RBS Citizens
	  	 	1.20	% 	 	$	16,838,666.09	 
	 Comerica
	  	 	2.32	% 	 	$	32,483,294.85	 
	 Compass Bank
	  	 	2.93	% 	 	$	41,055,683.84	 
	 Credit Agricole Corporate
	  	 	4.25	% 	 	$	59,538,978.67	 
	 Credit Suisse Cayman Islands
	  	 	3.52	% 	 	$	49,316,243.35	 
	 Deutsche Bank AG, New York Branch
	  	 	2.79	% 	 	$	39,011,136.78	 
	 DNB Capital
	  	 	3.08	% 	 	$	43,100,230.90	 
	 Fifth Third Bank
	  	 	1.28	% 	 	$	17,933,179.40	 
	 Goldman Sachs Lending Partners
	  	 	0.11	% 	 	$	1,494,431.62	 
	 GSO Capital Solutions Fund II Lux.
	  	 	0.56	% 	 	$	7,811,122.53	 
	 GSO Churchill Partners LP
	  	 	0.01	% 	 	$	155,303.75	 


  
 ANNEX II
-1 
 CREDIT AGREEMENT 










									
	 Name of Lender
	  	Applicable
Percentage	 	 	Maximum Credit
Amount	 
	 GSO Credit Alpha Fund LP
	  	 	0.09	% 	 	$	1,268,678.54	 
	 GSO Energy Market Opp. Fund LP
	  	 	0.33	% 	 	$	4,676,611.59	 
	 GSO Energy Select Opp. Fund LP
	  	 	0.55	% 	 	$	7,651,444.03	 
	 GSO Harrington Credit Alpha KY
	  	 	0.01	% 	 	$	155,303.75	 
	 GSO Palmetto Opportunistic Inv
	  	 	0.01	% 	 	$	155,303.75	 
	 Guggenheim Funds Trust
	  	 	0.10	% 	 	$	1,348,688.00	 
	 Guggenheim Energy & Income Fund
	  	 	0.10	% 	 	$	1,366,670.51	 
	 ING Capital LLC
	  	 	3.08	% 	 	$	43,100,230.90	 
	 JPMorgan Chase
	  	 	2.79	% 	 	$	39,011,136.78	 
	 KeyBank, N.A.
	  	 	1.07	% 	 	$	14,944,316.17	 
	 Macquarie Bank Limited
	  	 	0.11	% 	 	$	1,494,431.62	 
	 Maverick Enterprises Inc.
	  	 	0.09	% 	 	$	1,221,785.01	 
	 Mizuho Bank
	  	 	1.07	% 	 	$	14,944,316.17	 
	 Morgan Stanley Bank, N.A.
	  	 	0.11	% 	 	$	1,494,431.62	 
	 Morgan Stanley Senior
	  	 	0.97	% 	 	$	13,602,542.63	 
	 National General Reinsurance
	  	 	0.26	% 	 	$	3,596,501.33	 
	 Natixis
	  	 	2.03	% 	 	$	28,394,200.73	 
	 Nextera Energy Power Marketing
	  	 	0.11	% 	 	$	1,494,431.62	 
	 NZC Guggenheim Master Fund
	  	 	0.69	% 	 	$	9,728,536.10	 
	 PNC Bank
	  	 	1.07	% 	 	$	14,944,316.17	 
	 Royal Bank of Canada US
	  	 	5.64	% 	 	$	78,981,298.40	 
	 Societe Generale-NY
	  	 	2.79	% 	 	$	39,011,136.78	 
	 Sumitomo Mitsui Banking Corporation
	  	 	2.38	% 	 	$	33,301,113.68	 
	 Suntrust
	  	 	2.79	% 	 	$	39,011,136.78	 
	 The Bank of Nova Scotia
	  	 	3.41	% 	 	$	47,710,023.08	 
	 The Huntington National Bank
	  	 	0.53	% 	 	$	7,472,158.07	 
	 Toronto Dominion (New York)
	  	 	2.40	% 	 	$	33,572,090.56	 
	 UBS AG Stamford
	  	 	3.52	% 	 	$	49,316,243.35	 
	 US Bank, N.A.
	  	 	3.08	% 	 	$	43,100,230.90	 
	 Whitney Bank
	  	 	1.00	% 	 	$	14,000,000.00	 
	 TOTAL
	  	 	100	% 	 	$	1,400,000,000	 


  
 ANNEX II -
2 
 CREDIT AGREEMENT 









 ANNEX III 

SCHEDULE OF TERM LOAN COMMITMENTS 

Term Loan Commitments 
 as of the
Effective Date 
  

					
	 Name of Lender
	  	Term Loan
Commitment	 
	 Wells Fargo Bank, N.A.
	  	$	19,111,998.22	 
	 ABN AMRO Capital USA LLC
	  	$	7,135,952.93	 
	 AG Energy Funding LLC
	  	$	2,928,359.92	 
	 AmTrust International Insurance
	  	$	770,678.86	 
	 Associated Bank, N.A.
	  	$	2,214,540.85	 
	 Bank of America
	  	$	11,822,682.34	 
	 Bank of Montreal
	  	$	10,836,940.49	 
	 Barclays Bank PLC - US
	  	$	12,758,352.57	 
	 BNP Paribas
	  	$	6,960,706.04	 
	 BP Energy Company
	  	$	320,235.35	 
	 Capital One, N.A.
	  	$	9,235,763.76	 
	 Cargill, Incorporated
	  	$	320,235.35	 
	 CIBC Inc.
	  	$	10,223,576.37	 
	 Citibank
	  	$	12,758,352.57	 
	 Citizens Bank FKA RBS Citizens
	  	$	3,608,285.59	 
	 Comerica
	  	$	6,960,706.04	 
	 Compass Bank
	  	$	8,797,646.54	 
	 Credit Agricole Corporate
	  	$	12,758,352.57	 
	 Credit Suisse Cayman Islands
	  	$	10,567,766.43	 
	 Deutsche Bank AG, New York Branch
	  	$	8,359,529.31	 
	 DNB Capital
	  	$	9,235,763.76	 
	 Fifth Third Bank
	  	$	3,842,824.16	 
	 Goldman Sachs Lending Partners
	  	$	320,235.35	 
	 GSO Capital Solutions Fund II Lux.
	  	$	1,673,811.97	 
	 GSO Churchill Partners LP
	  	$	33,279.38	 


  
 ANNEX III
- 1 
 CREDIT AGREEMENT 










					
	 Name of Lender
	  	Term Loan
Commitment	 
	 GSO Credit Alpha Fund LP
	  	$	271,859.69	 
	 GSO Energy Market Opp. Fund LP
	  	$	1,002,131.05	 
	 GSO Energy Select Opp. Fund LP
	  	$	1,639,595.15	 
	 GSO Harrington Credit Alpha KY
	  	$	33,279.38	 
	 GSO Palmetto Opportunistic Inv
	  	$	33,279.38	 
	 Guggenheim Funds Trust
	  	$	289,004.57	 
	 Guggenheim Energy & Income Fund
	  	$	292,857.97	 
	 ING Capital LLC
	  	$	9,235,763.76	 
	 JPMorgan Chase
	  	$	8,359,529.31	 
	 KeyBank, N.A.
	  	$	3,202,353.47	 
	 Macquarie Bank Limited
	  	$	320,235.35	 
	 Maverick Enterprises Inc.
	  	$	261,811.07	 
	 Mizuho Bank
	  	$	3,202,353.47	 
	 Morgan Stanley Bank, N.A.
	  	$	320,235.35	 
	 Morgan Stanley Senior
	  	$	2,914,830.56	 
	 National General Reinsurance
	  	$	770,678.86	 
	 Natixis
	  	$	6,084,471.58	 
	 Nextera Energy Power Marketing
	  	$	320,235.35	 
	 NZC Guggenheim Master Fund
	  	$	2,084,686.31	 
	 PNC Bank
	  	$	3,202,353.47	 
	 Royal Bank of Canada US
	  	$	16,924,563.94	 
	 Societe Generale-NY
	  	$	8,359,529.31	 
	 Sumitomo Mitsui Banking Corporation
	  	$	7,135,952.93	 
	 Suntrust
	  	$	8,359,529.31	 
	 The Bank of Nova Scotia
	  	$	10,223,576.37	 
	 The Huntington National Bank
	  	$	1,601,176.73	 
	 Toronto Dominion (New York)
	  	$	7,194,019.41	 
	 UBS AG Stamford
	  	$	10,567,766.43	 
	 US Bank, N.A.
	  	$	9,235,763.76	 
	 Whitney Bank
	  	$	3,000,000.00	 
	 TOTAL
	  	$	300,000,000	 


  
 ANNEX III
- 2 
 CREDIT AGREEMENT 









 ANNEX IV 

SCHEDULE OF MORTGAGED STRUCTURES 
  

	1.	Jayhawk Gas Processing Plant 

  

	2.	Santana Gas Processing Plant 

  

	3.	Brea Gas Processing Plant 

  

	4.	Chisholm Trail Gas Processing Plant 

  

	5.	Primary Oklahoma City Office Building 


  
 ANNEX IV -
1 
 CREDIT AGREEMENT 









 ANNEX V 

SCHEDULE OF PREPETITION MORTGAGES 
 1. (a) Deed
of Trust, Fixture Filing, Assignment of As-Extracted Collateral, Security Agreement and Financing Statement dated as of May 2, 2011 from Linn Energy Holdings, LLC for the benefit of BNP Paribas, as
Administrative Agent, filed as follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Orange County, California	  	#2011000443645	  	9/8/11

 (b) First Amendment and Supplement to Deed of Trust, Fixture Filing, Assignment of As-Extracted Collateral, Security Agreement and Financing Statement dated as of May 10, 2012 between Linn Energy Holdings, LLC and Wells Fargo Bank, National Association, as Administrative Agent, filed as
follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Orange County, California	  	#2012000371176	  	6/29/12

 (c) Second Amendment and Supplement to Deed of Trust, Fixture Filing, Assignment of As-Extracted Collateral, Security Agreement and Financing Statement dated as of July 25, 2012 between Linn Energy Holdings, LLC and Wells Fargo Bank, National Association, as Administrative Agent, filed as
follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Orange County, California	  	#2012000532203	  	9/12/12

 (d) Third Amendment and Supplement to Deed of Trust, Fixture Filing, Assignment of As-Extracted Collateral, Security Agreement and Financing Statement dated as of April 24, 2013 between Linn Energy Holdings, LLC and Wells Fargo Bank, National Association, as Administrative Agent, filed as
follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Orange County, California	  	#2013000281034	  	5/9/13


  
 ANNEX V -
1 
 CREDIT AGREEMENT 









 2. (a) Mortgage, Fixture Filing, Assignment of As-Extracted Collateral,
Security Agreement and Financing Statement dated as of May 2, 2011 from Linn Energy Holdings, LLC to BNP Paribas, as Administrative Agent, SAVE AND EXCEPT the property released in items 33, 36 and 38 below, filed as follows: 

 

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Alfalfa County, Oklahoma	  	Book 657, Page 185	  	6/9/11
			
	Beaver County, Oklahoma	  	Book 1248, Page 782	  	6/16/11
			
	Blaine County, Oklahoma	  	Book 1076, Page 564	  	8/22/11
			
	Caddo County, Oklahoma	  	Volume 2812, Page 30	  	6/23/11
			
	Canadian County, Oklahoma	  	Book 3774, Page 738	  	6/24/11
			
	Carter County, Oklahoma	  	Book 5337, Page 108	  	6/13/11
			
	Cleveland County, Oklahoma	  	Book 4878, Page 1424	  	6/17/11
			
	Creek County, Oklahoma	  	Book 748, Page 402	  	6/9/11
			
	Custer County, Oklahoma	  	Book 1515, Page 547	  	6/9/11
			
	Dewey County, Oklahoma	  	Book 1425, Page 193	  	6/9/11
			
	Garfield County, Oklahoma	  	Book 2035, Page 679	  	6/14/11
			
	Garvin County, Oklahoma	  	Book 1946, Page 254	  	6/13/11
			
	Grady County, Oklahoma	  	Book 4388, Page 494	  	6/13/11
			
	Grant County, Oklahoma	  	Book 631, Page 215	  	6/23/11
			
	Jefferson County, Oklahoma	  	Book 647, Page 108	  	6/9/11
			
	Kay County, Oklahoma	  	Book 1530, Page 385	  	6/9/11
			
	Kingfisher County, Oklahoma	  	Book 2404, Page 61	  	6/9/11


  
 ANNEX V -
2 
 CREDIT AGREEMENT 










					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Leflore County, Oklahoma	  	Book 1802, Page 540	  	6/21/11
			
	Lincoln County, Oklahoma	  	Book 1921, Page 782	  	6/9/11
			
	Logan County, Oklahoma	  	Book 2252, Page 134	  	6/9/11
			
	Love County, Oklahoma	  	Book 701, Page 651	  	6/9/11
			
	Major County, Oklahoma	  	Book 1792, Page 1	  	6/13/11
			
	McClain County, Oklahoma	  	Book 2009, Page 928	  	6/13/11
			
	Noble County, Oklahoma	  	Book 695, Page 601	  	6/13/11
			
	Oklahoma County, Oklahoma	  	Book RE11653, Page 1725	  	6/14/11
			
	Osage County, Oklahoma	  	Book 1452, Page 880	  	6/14/11
			
	Pottawatomie County, Oklahoma	  	#201100008789	  	6/9/11
			
	Roger Mills County, Oklahoma	  	Book 2081, Page 415	  	6/14/11
			
	Stephens County, Oklahoma	  	Book 4163, Page 95	  	6/17/11
			
	Texas County, Oklahoma	  	Book 1231, Page 492	  	6/9/11
			
	Woods County, Oklahoma	  	Book 1111, Page 294	  	6/13/11
			
	Woodward County, Oklahoma	  	Book 2153, Page 502	  	6/13/11


  
 ANNEX V -
3 
 CREDIT AGREEMENT 









 (b) First Amendment and Supplement to Mortgage, Fixture Filing, Assignment of
As-Extracted Collateral, Security Agreement and Financing Statement dated as of May 10, 2012 between Linn Energy Holdings, LLC and Wells Fargo Bank, National Association, as Administrative Agent, SAVE AND
EXCEPT the property released in items 33, 36 and 38 below, filed as follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Alfalfa County, Oklahoma	  	Book 689, Page 205	  	6/15/12
			
	Beaver County, Oklahoma	  	Book 1270, Page 16	  	6/19/12
			
	Blaine County, Oklahoma	  	Book 1095, Page 539	  	6/15/12
			
	Caddo County, Oklahoma	  	Volume 2848, Page 224	  	6/13/12
			
	Canadian County, Oklahoma	  	Book 3908, Page 195	  	7/18/12
			
	Carter County, Oklahoma	  	Book 5523, Page 185	  	6/8/12
			
	Cleveland County, Oklahoma	  	Book 5017, Page 213	  	6/18/12
			
	Creek County, Oklahoma	  	Book 791, Page 101	  	6/7/12
			
	Custer County, Oklahoma	  	Book 1559, Page 542	  	6/8/12
			
	Dewey County, Oklahoma	  	Book 1461, Page 555	  	6/15/12
			
	Garfield County, Oklahoma	  	Book 2090, Page 363	  	6/11/12
			
	Garvin County, Oklahoma	  	Book 1990, Page 149	  	7/30/12
			
	Grady County, Oklahoma	  	Book 4500, Page 100	  	6/8/12
			
	Grant County, Oklahoma	  	Book 658, Page 40	  	6/21/12
			
	Jefferson County, Oklahoma	  	Book 654, Page 640	  	6/7/12
			
	Kay County, Oklahoma	  	Book 1572, Page 156	  	6/7/12
			
	Kingfisher County, Oklahoma	  	Book 2519, Page 147	  	6/15/12
			
	Leflore County, Oklahoma	  	Book 1835, Page 707	  	6/7/12
			
	Lincoln County, Oklahoma	  	Book 1978, Page 181	  	6/7/12
			
	Logan County, Oklahoma	  	Book 2326, Page 706	  	6/14/12
			
	Love County, Oklahoma	  	Book 722, Page 17	  	6/7/12
			
	Major County, Oklahoma	  	Book 1815, Page 1	  	6/7/12
			
	McClain County, Oklahoma	  	Book 2059, Page 614	  	6/8/12


  
 ANNEX V -
4 
 CREDIT AGREEMENT 










					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Noble County, Oklahoma	  	Book 720, Page 842	  	7/9/12
			
	Oklahoma County, Oklahoma	  	Book RE11977, Page 806	  	7/18/12
			
	Osage County, Oklahoma	  	Book 1488, Page 665	  	6/19/12
			
	Pottawatomie County, Oklahoma	  	#201200007823	  	6/7/12
			
	Roger Mills County, Oklahoma	  	Book 2145, Page 116	  	6/25/12
			
	Stephens County, Oklahoma	  	Book 4355, Page 219	  	6/7/12
			
	Texas County, Oklahoma	  	Book 1249, Page 600	  	6/8/12
			
	Woods County, Oklahoma	  	Book 1145, Page 882	  	6/15/12
			
	Woodward County, Oklahoma	  	Book 2183, Page 373	  	6/15/12

 (c) Second Amendment and Supplement to Mortgage, Fixture Filing, Assignment of
As-Extracted Collateral, Security Agreement and Financing Statement dated as of July 25, 2012 between Linn Energy Holdings, LLC and Wells Fargo Bank, National Association, as Administrative Agent, SAVE
AND EXCEPT the property released in items 33, 36 and 38 below, filed as follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Alfalfa County, Oklahoma	  	Book 695, Page 280	  	8/22/12
			
	Beaver County, Oklahoma	  	Book 1273, Page 705	  	8/15/12
			
	Blaine County, Oklahoma	  	Book 1099, Page 219	  	8/17/12
			
	Caddo County, Oklahoma	  	Volume 2857, Page 160	  	8/14/12
			
	Canadian County, Oklahoma	  	Book 3921, Page 579	  	8/24/12
			
	Carter County, Oklahoma	  	Book 5559, Page 107	  	8/13/12
			
	Cleveland County, Oklahoma	  	Book RB 5044, Page 559	  	8/22/12
			
	Creek County, Oklahoma	  	Book 802, Page 334	  	8/13/12


  
 ANNEX V -
5 
 CREDIT AGREEMENT 










					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Custer County, Oklahoma	  	Book 1568, Page 121	  	8/24/12
			
	Dewey County, Oklahoma	  	Book 1466, Page 436	  	8/13/12
			
	Garfield County, Oklahoma	  	Book 2100, Page 251	  	8/16/12
			
	Garvin County, Oklahoma	  	Book 1992, Page 302	  	8/22/12
			
	Grady County, Oklahoma	  	Book 4520, Page 281	  	8/14/12
			
	Grant County, Oklahoma	  	Book 661, Page 434	  	8/20/12
			
	Jefferson County, Oklahoma	  	Book 656, Page 350	  	8/13/12
			
	Kay County, Oklahoma	  	Book 1581, Page 11	  	8/22/12
			
	Kingfisher County, Oklahoma	  	Book 2532, Page 45	  	8/13/12
			
	Leflore County, Oklahoma	  	Book 1841, Page 346	  	8/13/12
			
	Lincoln County, Oklahoma	  	Book 1994, Page 517	  	8/13/12
			
	Logan County, Oklahoma	  	Book 2343, Page 306	  	8/13/12
			
	Love County, Oklahoma	  	Book 727, Page 260	  	9/4/12
			
	Major County, Oklahoma	  	Book 1820, Page 402	  	8/13/12
			
	McClain County, Oklahoma	  	Book 2068, Page 445	  	8/13/12
			
	Noble County, Oklahoma	  	Volume 724, Page 511	  	9/10/12
			
	Oklahoma County, Oklahoma	  	Book RE12002, Page 1237	  	8/15/12
			
	Osage County, Oklahoma	  	Book 1493, Page 903	  	8/14/12
			
	Pottawatomie County, Oklahoma	  	#201200012362	  	8/14/12
			
	Roger Mills County, Oklahoma	  	Book 2152, Page 519	  	8/15/12
			
	Stephens County, Oklahoma	  	Book 4392, Page 168	  	8/14/12
			
	Texas County, Oklahoma	  	Book 1254, Page 336	  	8/13/12


  
 ANNEX V -
6 
 CREDIT AGREEMENT 










					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Woods County, Oklahoma	  	Book 1150, Page 657	  	8/14/12
			
	Woodward County, Oklahoma	  	Book 2188, Page 670	  	8/14/12

 (d) Third Amendment and Supplement to Mortgage, Fixture Filing, Assignment of
As-Extracted Collateral, Security Agreement and Financing Statement dated as of April 24, 2013 between Linn Energy Holdings, LLC and Wells Fargo Bank, National Association, as Administrative Agent, SAVE
AND EXCEPT the property released in items 33, 36 and 38 below, filed as follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Alfalfa County, Oklahoma	  	Book 718, Page 455	  	5/20/13
			
	Beaver County, Oklahoma	  	Book 1289, Page 442	  	5/9/13
			
	Blaine County, Oklahoma	  	Book 1114, Page 279	  	5/15/13
			
	Caddo County, Oklahoma	  	Volume 2887, Page 326	  	5/20/13
			
	Canadian County, Oklahoma	  	Book 4017, Page 1152	  	5/17/13
			
	Carter County, Oklahoma	  	Book 5700, Page 153	  	5/17/13
			
	Cleveland County, Oklahoma	  	Book 5151, Page 812	  	5/8/13
			
	Creek County, Oklahoma	  	Book 846, Page 935	  	5/9/13
			
	Custer County, Oklahoma	  	Book 1595, Page 308	  	5/10/13
			
	Dewey County, Oklahoma	  	Book 1490, Page 351	  	5/8/13
			
	Garfield County, Oklahoma	  	Book 2138, Page 462	  	5/22/13
			
	Garvin County, Oklahoma	  	Book 2017, Page 105	  	5/8/13
			
	Grady County, Oklahoma	  	Book 4616, Page 226	  	5/16/13
			
	Grant County, Oklahoma	  	Book 676, Page 197	  	5/8/13
			
	Jefferson County, Oklahoma	  	Book 661, Page 744	  	5/8/13
			
	Kay County, Oklahoma	  	Book 1607, Page 498	  	5/8/13


  
 ANNEX V -
7 
 CREDIT AGREEMENT 










					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Kingfisher County, Oklahoma	  	Book 2597, Page 27	  	6/10/13
			
	Leflore County, Oklahoma	  	Book 1869, Page 788	  	5/13/13
			
	Lincoln County, Oklahoma	  	Book 2053, Page 698	  	5/8/13
			
	Logan County, Oklahoma	  	Book 2415, Page 521	  	5/8/13
			
	Love County, Oklahoma	  	Book 740, Page 694	  	5/8/13
			
	Major County, Oklahoma	  	Book 1840, Page 179	  	5/8/13
			
	McClain County, Oklahoma	  	Book 2109, Page 410	  	5/8/13
			
	Noble County, Oklahoma	  	Book 740, Page 11	  	5/8/13
			
	Oklahoma County, Oklahoma	  	Book RE 12243, Page 298	  	5/13/13
			
	Osage County, Oklahoma	  	Book 1519, Page 231	  	5/9/13
			
	Pottawatomie County, Oklahoma	  	#201300007505	  	5/8/13
			
	Roger Mills County, Oklahoma	  	Book 2191, Page 495	  	5/17/13
			
	Stephens County, Oklahoma	  	Book 4537, Page 34	  	5/8/13
			
	Texas County, Oklahoma	  	Book 1269, Page 63	  	5/8/13
			
	Woods County, Oklahoma	  	Book 1171, Page 176	  	5/9/13
			
	Woodward County, Oklahoma	  	`Book 2213, Page 49	  	5/16/13

 (e) Fourth Amendment and Supplement to Mortgage, Fixture Filing, Assignment of
As-Extracted Collateral, Security Agreement and Financing Statement dated as of February 5, 2015 between Linn Energy Holdings, LLC and Wells Fargo Bank, National Association, as Administrative Agent,
filed as follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Beaver County, Oklahoma	  	Book 1329, Page 77	  	4/20/15
			
	Dewey County, Oklahoma	  	Book 1554, Page 553	  	4/20/15
			
	Grady County, Oklahoma	  	Book 4898, Page 453	  	4/21/15
			
	Major County, Oklahoma	  	Book 1898, Page 515	  	5/7/15


  
 ANNEX V -
8 
 CREDIT AGREEMENT 









 (f) Fifth Amendment and Supplement to Mortgage, Fixture Filing, Assignment of
As-Extracted Collateral, Security Agreement and Financing Statement dated as of January 8, 2016 between Linn Energy Holdings, LLC and Wells Fargo Bank, National Association, as Administrative Agent, filed
as follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Alfalfa County, Oklahoma	  	Book 788, Page 500	  	1/29/16
			
	Beaver County, Oklahoma	  	Book 1340, Page 386	  	1/29/16
			
	Blaine County, Oklahoma	  	Book 1201, Page 282	  	2/18/16
			
	Caddo County, Oklahoma	  	Volume 2992, Page 476	  	1/29/16
			
	Canadian County, Oklahoma	  	Book 4372, Page 223	  	2/1/16
			
	Carter County, Oklahoma	  	Book 6206, Page 86	  	2/18/16
			
	Cleveland County, Oklahoma	  	Book 5510, Page 33	  	1/29/16
			
	Creek County, Oklahoma	  	Book 1015, Page 775	  	1/29/16
			
	Custer County, Oklahoma	  	Book 1696, Page 666	  	2/1/16
			
	Dewey County, Oklahoma	  	Book 1593, Page 201	  	1/29/16
			
	Garfield County, Oklahoma	  	Book 2276, Page 420	  	2/3/16
			
	Garvin County, Oklahoma	  	Book 2126, Page 470	  	1/29/16
			
	Grady County, Oklahoma	  	Book 5005, Page 426	  	1/29/16
			
	Grant County, Oklahoma	  	Book 719, Page 473	  	2/4/16
			
	Jefferson County, Oklahoma	  	Book 680, Page 17	  	2/1/16


  
 ANNEX V -
9 
 CREDIT AGREEMENT 










					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Kay County, Oklahoma	  	Book 1703, Page 22	  	2/4/16
			
	Kingfisher County, Oklahoma	  	Book 2856, Page 1	  	2/5/16
			
	Leflore County, Oklahoma	  	Book 1960, Page 93	  	2/1/16
			
	Lincoln County, Oklahoma	  	Book 2194, Page 51	  	2/1/16
			
	Logan County, Oklahoma	  	Book 2634, Page 488	  	1/29/16
			
	Love County, Oklahoma	  	Book 805, Page 375	  	1/29/16
			
	Major County, Oklahoma	  	Book 1923, Page 115	  	1/29/16
			
	McClain County, Oklahoma	  	Book 2279, Page 50	  	1/29/16
			
	Noble County, Oklahoma	  	Book 792, Page 717	  	2/4/16
			
	Oklahoma County, Oklahoma	  	Book RE 13042, Page 1382	  	2/12/16
			
	Osage County, Oklahoma	  	Book 1607, Page 856	  	2/5/16
			
	Pottawatomie County, Oklahoma	  	#201600001055	  	2/1/16
			
	Stephens County, Oklahoma	  	Book 5087, Page 52	  	2/4/16
			
	Texas County, Oklahoma	  	Book 1327, Page 536	  	2/1/16
			
	Woods County, Oklahoma	  	Book 1235, Page 147	  	2/1/16
			
	Woodward County, Oklahoma	  	Book 2311, Page 36	  	1/29/16

 3. (a) Deed of Trust, Fixture Filing, Assignment of As-Extracted Collateral, Security
Agreement and Financing Statement dated as of May 2, 2011 from Linn Energy Holdings, LLC for the benefit of BNP Paribas, as Administrative Agent, SAVE AND EXCEPT the property released in items 39, 44, 45, 46, 47, 48, 49, 50, 51 and 58 below,
filed as follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Andrews County, Texas	  	Volume 1001, Page 251	  	6/9/11
			
	Carson County, Texas	  	Volume 541, Page 58	  	6/9/11


  
 ANNEX V -
10 
 CREDIT AGREEMENT 










					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Crockett County, Texas	  	Book 742, Page 673	  	6/9/11
			
	Dawson County, Texas	  	Book 658, Page 643	  	6/9/11
			
	Ector County, Texas	  	#2011-00008254	  	6/9/11
			
	Glasscock County, Texas	  	Book 167, Page 348	  	6/9/11
			
	Gray County, Texas	  	Volume 937, Page 465	  	6/9/11
			
	Hansford County, Texas	  	Volume 380, Page 77	  	6/9/11
			
	Hemphill County, Texas	  	Volume 703, Page 78	  	6/9/11
			
	Howard County, Texas	  	Volume 1225, Page 30	  	6/9/11
			
	Hutchinson County, Texas	  	Volume 1657, Page 221	  	6/15/11
			
	Lipscomb County, Texas	  	Volume 500, Page 531	  	6/9/11
			
	Martin County, Texas	  	Volume 305, Page 442	  	6/10/11
			
	Midland County, Texas	  	#2011-11191	  	6/10/11
			
	Moore County, Texas	  	Book 699, Page 936	  	6/9/11
			
	Ochiltree County, Texas	  	Volume 736, Page 62	  	6/9/11
			
	Potter County, Texas	  	Volume 4329, Page 691	  	6/17/11
			
	Roberts County, Texas	  	Volume 248, Page 19	  	6/9/11
			
	Sherman County, Texas	  	Volume 296, Page 821	  	6/9/11
			
	Upton County, Texas	  	Volume 853, Page 633	  	6/10/11
			
	Wheeler County, Texas	  	Volume 637, Page 676	  	6/9/11
			
	Wise County, Texas	  	Volume 2257, Page 1	  	6/9/11


  
 ANNEX V -
11 
 CREDIT AGREEMENT 









 (b) First Amendment and Supplement to Deed of Trust, Fixture Filing, Assignment of
As-Extracted Collateral, Security Agreement and Financing Statement dated as of May 10, 2012 between Linn Energy Holdings, LLC and Wells Fargo Bank, National Association, as Administrative Agent, SAVE AND
EXCEPT the property released in items 39, 44, 45, 46, 47, 48, 49, 50, 51 and 58 below, filed as follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Andrews County, Texas	  	Volume 1036, Page 125	  	6/18/12
			
	Carson County, Texas	  	Volume 561, Page 238	  	6/4/12
			
	Crockett County, Texas	  	Book 758, Page 773	  	6/4/12
			
	Dawson County, Texas	  	Book 682, Page 398	  	6/4/12
			
	Ector County, Texas	  	#2012-00008567	  	6/6/12
			
	Glasscock County, Texas	  	Book 190, Page 536	  	6/4/12
			
	Gray County, Texas	  	Volume 956, Page 670	  	6/4/12
			
	Hansford County, Texas	  	Volume 392, Page 401	  	6/4/12
			
	Hemphill County, Texas	  	Volume 724, Page 707	  	6/4/12
			
	Howard County, Texas	  	Volume 1273, Page 748	  	6/4/12
			
	Hutchinson County, Texas	  	Volume 1711, Page 1	  	6/11/12
			
	Lipscomb County, Texas	  	Volume 513, Page 780	  	6/4/12
			
	Martin County, Texas	  	Volume 340, Page 262	  	6/5/12
			
	Midland County, Texas	  	#2012-11599	  	6/4/12
			
	Moore County, Texas	  	Book 713, Page 461	  	6/4/12
			
	Ochiltree County, Texas	  	Volume 754, Page 496	  	6/4/12
			
	Potter County, Texas	  	Volume 4425, Page 175	  	6/12/12
			
	Roberts County, Texas	  	Volume 268, Page 161	  	6/4/12
			
	Sherman County, Texas	  	Volume 302, Page 329	  	6/5/12
			
	Upton County, Texas	  	Volume 871, Page 494	  	6/5/12
			
	Wheeler County, Texas	  	Volume 656, Page 928	  	6/4/12
			
	Wise County, Texas	  	Volume 2364, Page 73	  	6/4/12


  
 ANNEX V -
12 
 CREDIT AGREEMENT 









 (c) Second Amendment and Supplement to Deed of Trust, Fixture Filing, Assignment of As-Extracted Collateral, Security Agreement and Financing Statement dated as of July 25, 2012 between Linn Energy Holdings, LLC and Wells Fargo Bank, National Association, as Administrative Agent, SAVE AND
EXCEPT the property released in items 39, 44, 45, 46, 47, 48, 49, 50, 51 and 58 below, filed as follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Andrews County, Texas	  	Volume 1040, Page 530	  	8/14/12
			
	Carson County, Texas	  	Volume 565, Page 373	  	8/10/12
			
	Crockett County, Texas	  	Book 762, Page 659	  	8/13/12
			
	Dawson County, Texas	  	Book 687, Page 778	  	8/10/12
			
	Ector County, Texas	  	#2012-00012366	  	8/10/12
			
	Glasscock County, Texas	  	Book 195, Page 510	  	8/10/12
			
	Gray County, Texas	  	Volume 961, Page 147	  	8/10/12
			
	Hansford County, Texas	  	Volume 394, Page 123	  	8/10/12
			
	Hemphill County, Texas	  	Volume 728, Page 326	  	8/10/12
			
	Howard County, Texas	  	Volume 1285, Page 442	  	8/10/12
			
	Hutchinson County, Texas	  	Volume 1724, Page 101	  	8/10/12
			
	Lipscomb County, Texas	  	Volume 516, Page 275	  	8/10/12
			
	Martin County, Texas	  	Volume 346, Page 737	  	8/10/12
			
	Midland County, Texas	  	#2012-17127	  	8/10/12
			
	Moore County, Texas	  	Book 716, Page 452	  	8/10/12
			
	Ochiltree County, Texas	  	Volume 757, Page 818	  	8/10/12
			
	Potter County, Texas	  	#1220381	  	8/13/12
			
	Roberts County, Texas	  	Volume 270, Page 294	  	8/22/12
			
	Sherman County, Texas	  	Volume 303, Page 456	  	8/10/12


  
 ANNEX V -
13 
 CREDIT AGREEMENT 










					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Upton County, Texas	  	Volume 876, Page 269	  	8/13/12
			
	Wheeler County, Texas	  	Volume 659, Page 710	  	8/10/12
			
	Wise County, Texas	  	Volume 2382, Page 800	  	8/10/12

 (d) Third Amendment and Supplement to Deed of Trust, Fixture Filing, Assignment of
As-Extracted Collateral, Security Agreement and Financing Statement dated as of April 24, 2013 between Linn Energy Holdings, LLC and Wells Fargo Bank, National Association, as Administrative Agent, SAVE
AND EXCEPT the property released in items 39, 44, 45, 46, 47, 48, 49, 50, 51 and 58 below, filed as follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Andrews County, Texas	  	Volume 1068, Page 731	  	5/7/13
			
	Carson County, Texas	  	Volume 582, Page 45	  	5/6/13
			
	Crockett County, Texas	  	Book 775, Page 553	  	5/8/13
			
	Dawson County, Texas	  	Book 706, Page 444	  	5/6/13
			
	Ector County, Texas	  	#2013-00007427	  	5/7/13
			
	Glasscock County, Texas	  	Book 217, Page 559	  	5/6/13
			
	Gray County, Texas	  	Volume 976, Page 133	  	5/14/13
			
	Hansford County, Texas	  	Volume 401, Page 304	  	5/6/13
			
	Hemphill County, Texas	  	Volume 744, Page 681	  	5/6/13
			
	Howard County, Texas	  	Volume 1329, Page 370	  	5/6/13
			
	Hutchinson County, Texas	  	Volume 1771, Page 94	  	5/13/13
			
	Lipscomb County, Texas	  	Volume 525, Page 234	  	5/6/13
			
	Martin County, Texas	  	Volume 372, Page 760	  	5/13/13
			
	Midland County, Texas	  	#2013-10791	  	5/7/13
			
	Moore County, Texas	  	Book 728, Page 965	  	5/6/13


  
 ANNEX V -
14 
 CREDIT AGREEMENT 










					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Ochiltree County, Texas	  	Volume 770, Page 377	  	5/7/13
			
	Potter County, Texas	  	#1235906	  	5/7/13
			
	Roberts County, Texas	  	Volume 281, Page 131	  	5/17/13
			
	Sherman County, Texas	  	Volume 308, Page 203	  	5/6/13
			
	Upton County, Texas	  	Volume 891, Page 812	  	5/6/13
			
	Wheeler County, Texas	  	Volume 672, Page 833	  	5/20/13
			
	Wise County, Texas	  	#201320588	  	5/6/13

 (e) Fourth Amendment and Supplement to Deed of Trust, Fixture Filing, Assignment of
As-Extracted Collateral, Security Agreement and Financing Statement dated as of January 8, 2016 between Linn Energy Holdings, LLC and Wells Fargo Bank, National Association, as Administrative Agent, filed
as follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Andrews County, Texas	  	#16-0298	  	1/28/16
			
	Carson County, Texas	  	Volume 648, Page 156	  	1/29/16
			
	Crockett County, Texas	  	Book 820, Page 611	  	1/28/16
			
	Dawson County, Texas	  	Book 783, Page 118	  	1/29/16
			
	Ector County, Texas	  	#2016-00001422	  	2/1/16
			
	Glasscock County, Texas	  	Volume 305, Page 212	  	1/28/16
			
	Gray County, Texas	  	#0208435	  	1/29/16
			
	Hansford County, Texas	  	Volume 430, Page 418	  	1/29/16
			
	Howard County, Texas	  	Volume 1513, Page 553	  	1/28/16
			
	Hutchinson County, Texas	  	Volume 1913, Page 294	  	2/1/16
			
	Martin County, Texas	  	Volume 485, Page 752	  	1/28/16


  
 ANNEX V -
15 
 CREDIT AGREEMENT 










					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Moore County, Texas	  	Book 771, Page 546	  	1/29/16
			
	Potter County, Texas	  	#1287481	  	2/1/16
			
	Sherman County, Texas	  	Volume 321, Page 671	  	1/29/16

 4. (a) Deed of Trust, Fixture Filing, Assignment, Security Agreement and Financing Statement (Easements) dated as of
May 2, 2011 from Linn Energy Holdings, LLC for the benefit of BNP Paribas, as Administrative Agent, SAVE AND EXCEPT the property released in items 44, 45 and 58 below, filed as follows: 

 

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Hemphill County, Texas	  	Volume 703, Page 49	  	6/9/11
			
	Lipscomb County, Texas	  	Volume 500, Page 505	  	6/9/11
			
	Wheeler County. Texas	  	Volume 637, Page 650	  	6/9/11

 (b) First Amendment and Supplement to Deed of Trust, Fixture Filing, Assignment, Security Agreement and Financing Statement
(Easements) dated as of May 10, 2012 between Linn Energy Holdings, LLC and Wells Fargo Bank, National Association, as Administrative Agent, SAVE AND EXCEPT the property released in items 44, 45 and 58 below, filed as follows: 

 

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Hemphill County, Texas	  	Volume 724, Page 714	  	6/4/12
			
	Lipscomb County, Texas	  	Volume 513, Page 773	  	6/4/12
			
	Wheeler County. Texas	  	Volume 657, Page 65	  	6/4/12


  
 ANNEX V -
16 
 CREDIT AGREEMENT 









 (c) Second Amendment and Supplement to Deed of Trust, Fixture Filing, Assignment, Security Agreement and
Financing Statement (Easements) dated as of July 25 2012 between Linn Energy Holdings, LLC and Wells Fargo Bank, National Association, as Administrative Agent, SAVE AND EXCEPT the property released in items 44, 45 and 58 below, filed as
follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Hemphill County, Texas	  	Volume 728, Page 320	  	8/10/12
			
	Lipscomb County, Texas	  	Volume 516, Page 269	  	8/10/12
			
	Wheeler County. Texas	  	Volume 659, Page 691	  	8/10/12

 (d) Third Amendment and Supplement to Deed of Trust, Fixture Filing, Assignment, Security Agreement and Financing Statement
(Easements) dated as of April 24, 2013 between Linn Energy Holdings, LLC and Wells Fargo Bank, National Association, as Administrative Agent, SAVE AND EXCEPT the property released in items 44, 45 and 58 below, filed as follows: 

 

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Hemphill County, Texas	  	Volume 744, Page 675	  	5/6/13
			
	Lipscomb County, Texas	  	Volume 525, Page 228	  	5/6/13
			
	Wheeler County. Texas	  	Volume 672, Page 827	  	5/20/13

 5. (a) Deed of Trust, Fixture Filing, Assignment of As-Extracted Collateral, Security
Agreement and Financing Statement dated as of May 2, 2011 from Linn Operating, Inc. for the benefit of BNP Paribas, as Administrative Agent, SAVE AND EXCEPT the property released in item 40 below, filed as follows: 

 

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Hutchinson County, Texas	  	Volume 1657, Page 284	  	6/15/11

 (b) First Amendment and Supplement to Deed of Trust, Fixture Filing, Assignment of
As-Extracted Collateral, Security Agreement and Financing Statement dated as of May 10, 2012 between Linn Operating, Inc. and Wells Fargo Bank, National Association, as Administrative Agent, SAVE AND
EXCEPT the property released in item 40 below, filed as follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Hutchinson County, Texas	  	Volume 1710, Page 332	  	6/11/12


  
 ANNEX V -
17 
 CREDIT AGREEMENT 









 (c) Second Amendment and Supplement to Deed of Trust, Fixture Filing, Assignment of As-Extracted Collateral, Security Agreement and Financing Statement dated as of July 25, 2012 between Linn Operating, Inc. and Wells Fargo Bank, National Association, as Administrative Agent, SAVE AND EXCEPT
the property released in item 40 below, filed as follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Hutchinson County, Texas	  	Volume 1724, Page 94	  	8/10/12

 (d) Third Amendment and Supplement to Deed of Trust, Fixture Filing, Assignment of
As-Extracted Collateral, Security Agreement and Financing Statement dated as of April 24, 2013 between Linn Operating, Inc. and Wells Fargo Bank, National Association, as Administrative Agent, SAVE AND
EXCEPT the property released in item 40 below, filed as follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Hutchinson County, Texas	  	Volume 1771, Page 87	  	5/13/13

 (e) Fourth Amendment and Supplement to Deed of Trust, Fixture Filing, Assignment of
As-Extracted Collateral, Security Agreement and Financing Statement dated as of January 8, 2016 between Linn Operating, Inc. and Wells Fargo Bank, National Association, as Administrative Agent, filed as
follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Hutchinson County, Texas	  	Volume 1913, Page 319	  	2/1/16

 6. (a) Mortgage, Assignment, Security Agreement, Fixture Filing and Financing Statement (Easements) dated as of May 2,
2011 from Linn Gas Marketing, LLC for the benefit of BNP Paribas, as Administrative Agent, SAVE AND EXCEPT the property released in item 38 below, filed as follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Caddo County, Oklahoma	  	Volume 2810, Page 764	  	6/17/11
			
	Custer County, Oklahoma	  	Book 1517, Page 14	  	6/20/11
			
	Grady County, Oklahoma	  	Book 4386, Page 197	  	6/13/11
			
	Roger Mills County, Oklahoma	  	Book 2082, Page 352	  	6/15/11


  
 ANNEX V -
18 
 CREDIT AGREEMENT 









 (b) First Amendment and Supplement to Mortgage, Assignment, Security Agreement, Fixture Filing and Financing
Statement (Easements) dated as of May 10, 2012 between Linn Gas Marketing, LLC and Wells Fargo Bank, National Association, as Administrative Agent, SAVE AND EXCEPT the property released in item 38 below, filed as follows: 

 

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Caddo County, Oklahoma	  	Book 2848, Page 754	  	6/13/12
			
	Custer County, Oklahoma	  	Book 1559, Page 457	  	6/8/12
			
	Grady County, Oklahoma	  	Book 4500, Page 266	  	6/8/12
			
	Roger Mills County, Oklahoma	  	Book 2144, Page 289	  	6/25/12

 (c) Second Amendment and Supplement to Mortgage, Assignment, Security Agreement, Fixture Filing and Financing Statement
(Easements) dated as of July 25, 2012 between Linn Gas Marketing, LLC and Wells Fargo Bank, National Association, as Administrative Agent, SAVE AND EXCEPT the property released in item 38 below, filed as follows: 

 

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Caddo County, Oklahoma	  	Volume 2857, Page 673	  	8/14/12
			
	Custer County, Oklahoma	  	Book 1568, Page 252	  	8/24/12
			
	Grady County, Oklahoma	  	Book 4521, Page 355	  	8/14/12
			
	Roger Mills County, Oklahoma	  	Book 2152, Page 504	  	8/15/12


  
 ANNEX V -
19 
 CREDIT AGREEMENT 









 (d) Third Amendment and Supplement to Mortgage, Assignment, Security Agreement, Fixture Filing and Financing
Statement (Easements) dated as of April 24, 2013 between Linn Gas Marketing, LLC and Wells Fargo Bank, National Association, as Administrative Agent, SAVE AND EXCEPT the property released in item 38 below, filed as follows: 

 

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Caddo County, Oklahoma	  	Book 2887, Page 365	  	5/20/13
			
	Custer County, Oklahoma	  	Book 1595, Page 300	  	5/10/13
			
	Grady County, Oklahoma	  	Book 4616, Page 208	  	5/16/13
			
	Roger Mills County, Oklahoma	  	Book 2191, Page 506	  	5/17/13

 7. (a) Deed of Trust, Fixture Filing, Assignment of As-Extracted Collateral, Security
Agreement and Financing Statement dated as of May 2, 2011 from Linn Gas Marketing, LLC for the benefit of BNP Paribas, as Administrative Agent, (easements and surface interests), SAVE AND EXCEPT the property released in items 45, 48 and 58
below, filed as follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Carson County, Texas	  	Volume 541, Page 92	  	6/9/11
			
	Hansford County, Texas	  	Volume 380, Page 113	  	6/9/11
			
	Hemphill County, Texas	  	Volume 703, Page 1	  	6/9/11
			
	Hutchinson County, Texas	  	Volume 1657, Page 104	  	6/15/11
			
	Lavaca County, Texas	  	Volume 545, Page 76	  	6/9/11
			
	Moore County, Texas	  	Book 699, Page 819	  	6/9/11
			
	Potter County, Texas	  	Volume 4329, Page 724	  	6/17/11
			
	Sherman County, Texas	  	Volume 296, Page 855	  	6/9/11
			
	Wheeler County, Texas	  	Volume 637, Page 556	  	6/9/11


  
 ANNEX V -
20 
 CREDIT AGREEMENT 









 (b) First Amendment and Supplement to Deed of Trust, Fixture Filing, Assignment of
As-Extracted Collateral, Security Agreement and Financing Statement dated as of May 10, 2012 between Linn Gas Marketing, LLC and Wells Fargo Bank, National Association, as Administrative Agent, SAVE AND
EXCEPT the property released in items 45, 48 and 58 below, filed as follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Carson County, Texas	  	Volume 561, Page 246	  	6/4/12
			
	Hansford County, Texas	  	Volume 392, Page 395	  	6/4/12
			
	Hemphill County, Texas	  	Volume 724, Page 726	  	6/4/12
			
	Hutchinson County, Texas	  	Volume 1710, Page 339	  	6/11/12
			
	Lavaca County, Texas	  	Volume 580, Page 1	  	6/4/12
			
	Moore County, Texas	  	Book 713, Page 468	  	6/4/12
			
	Potter County, Texas	  	Volume 4425, Page 169	  	6/12/12
			
	Sherman County, Texas	  	Volume 302, Page 336	  	6/5/12
			
	Wheeler County, Texas	  	Volume 657, Page 77	  	6/4/12

 (c) Second Amendment and Supplement to Deed of Trust, Fixture Filing, Assignment of
As-Extracted Collateral, Security Agreement and Financing Statement dated as of July 25, 2012 between Linn Gas Marketing, LLC and Wells Fargo Bank, National Association, as Administrative Agent, SAVE AND
EXCEPT the property released in items 45, 48 and 58 below, filed as follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Carson County, Texas	  	Volume 565, Page 382	  	8/10/12
			
	Hansford County, Texas	  	Volume 394, Page 131	  	8/10/12
			
	Hemphill County, Texas	  	Volume 728, Page 307	  	8/10/12
			
	Hutchinson County, Texas	  	Volume 1724, Page 87	  	8/10/12
			
	Lavaca County, Texas	  	Volume 586, Page 582	  	8/10/12
			
	Moore County, Texas	  	Book 716, Page 445	  	8/10/12
			
	Potter County, Texas	  	#1220380	  	8/13/12
			
	Sherman County, Texas	  	Volume 303, Page 449	  	8/10/12
			
	Wheeler County, Texas	  	Volume 659, Page 703	  	8/10/12


  
 ANNEX V -
21 
 CREDIT AGREEMENT 









 (d) Third Amendment and Supplement to Deed of Trust, Fixture Filing, Assignment of
As-Extracted Collateral, Security Agreement and Financing Statement dated as of April 24, 2013 between Linn Gas Marketing, LLC and Wells Fargo Bank, National Association, as Administrative Agent, SAVE AND
EXCEPT the property released in items 45, 48 and 58 below, filed as follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Carson County, Texas	  	Volume 582, Page 37	  	5/6/13
			
	Hansford County, Texas	  	Volume 401, Page 297	  	5/6/13
			
	Hemphill County, Texas	  	Volume 744, Page 668	  	5/6/13
			
	Hutchinson County, Texas	  	Volume 1771, Page 79	  	5/13/13
			
	Lavaca County, Texas	  	Volume 613, Page 865	  	5/6/13
			
	Moore County, Texas	  	Book 728, Page 957; re-recorded in Book 730, Page 285 to include notary seal	  	5/6/13; re-filed 5/30/13
			
	Potter County, Texas	  	#1235907	  	5/7/13
			
	Sherman County, Texas	  	Volume 308, Page 196	  	5/6/13
			
	Wheeler County, Texas	  	Volume 672, Page 820	  	5/20/13

 8. (a) Mortgage, Fixture Filing, Assignment of As-Extracted Collateral, Security
Agreement and Financing Statement dated as of May 2, 2011 from Linn Exploration MidContinent, LLC to BNP Paribas, as Administrative Agent, SAVE AND EXCEPT the property released in items 34, 35 and 38 below, filed as follows: 

 

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Beckham County, Oklahoma	  	Book 2055, Page 819	  	6/24/11
			
	Blaine County, Oklahoma	  	Book 1076, Page 536	  	8/22/11
			
	Caddo County, Oklahoma	  	Volume 2812, Page 85	  	6/23/11
			
	Canadian County, Oklahoma	  	Book RB 3774, Page 579	  	6/24/11


  
 ANNEX V -
22 
 CREDIT AGREEMENT 










					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Carter County, Oklahoma	  	Book 5337, Page 1	  	6/13/11
			
	Comanche County, Oklahoma	  	Book 6439, Page 170	  	6/13/11
			
	Custer County, Oklahoma	  	Book 1515, Page 575	  	6/9/11
			
	Dewey County, Oklahoma	  	Book 1425, Page 221	  	6/9/11
			
	Ellis County, Oklahoma	  	Book 837, Page 931	  	6/9/11
			
	Grady County, Oklahoma	  	Book 4388, Page 375	  	6/13/11
			
	Haskell County, Oklahoma	  	Book 791, Page 169	  	6/9/11
			
	Roger Mills County, Oklahoma	  	Book 2082, Page 1	  	6/14/11
			
	Stephens County, Oklahoma	  	Book 4163, Page 128	  	6/17/11
			
	Washita County, Oklahoma	  	Book 1203, Page 338	  	6/9/11

 (b) First Amendment and Supplement to Mortgage, Fixture Filing, Assignment of
As-Extracted Collateral, Security Agreement and Financing Statement dated as of May 10, 2012 from Linn Exploration MidContinent, LLC to Wells Fargo Bank, National Association, as Administrative Agent,
SAVE AND EXCEPT the property released in items 34, 35 and 38 below, filed as follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Beckham County, Oklahoma	  	Book 2092, Page 1	  	6/7/12
			
	Blaine County, Oklahoma	  	Book 1095, Page 551	  	6/15/12
			
	Caddo County, Oklahoma	  	Volume 2848, Page 41	  	6/13/12
			
	Canadian County, Oklahoma	  	Book 3908, Page 186	  	7/18/12
			
	Carter County, Oklahoma	  	Book 5523, Page 178	  	6/8/12
			
	Comanche County, Oklahoma	  	Book 6696, Page 45	  	6/8/12
			
	Custer County, Oklahoma	  	Book 1559, Page 517	  	6/8/12


  
 ANNEX V -
23 
 CREDIT AGREEMENT 










					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Dewey County, Oklahoma	  	Book 1461, Page 547	  	6/15/12
			
	Ellis County, Oklahoma	  	Book 863, Page 840	  	6/11/12
			
	Grady County, Oklahoma	  	Book 4500, Page 1	  	6/8/12
			
	Haskell County, Oklahoma	  	Book 804, Page 729	  	6/7/12
			
	Roger Mills County, Oklahoma	  	Book 2145, Page 1	  	6/25/12
			
	Stephens County, Oklahoma	  	Book 4355, Page 211	  	6/7/12
			
	Washita County, Oklahoma	  	Book 1233, Page 716	  	6/15/12

 (c) Second Amendment and Supplement to Mortgage, Fixture Filing, Assignment of
As-Extracted Collateral, Security Agreement and Financing Statement dated as of July 25, 2012 from Linn Exploration MidContinent, LLC to Wells Fargo Bank, National Association, as Administrative Agent,
SAVE AND EXCEPT the property released in items 34, 35 and 38 below, filed as follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Beckham County, Oklahoma	  	Book 2098, Page 505	  	8/14/12
			
	Blaine County, Oklahoma	  	Book 1099, Page 233	  	8/17/12
			
	Caddo County, Oklahoma	  	Volume 2857, Page 489	  	8/14/12
			
	Canadian County, Oklahoma	  	Book 3921, Page 560	  	8/24/12
			
	Carter County, Oklahoma	  	Book 5559, Page 150	  	8/13/12
			
	Comanche County, Oklahoma	  	Book 6763, Page 88	  	9/4/12
			
	Custer County, Oklahoma	  	Book 1568, Page 132	  	8/24/12
			
	Dewey County, Oklahoma	  	Book 1466, Page 427	  	8/13/12
			
	Ellis County, Oklahoma	  	Book 867, Page 442	  	8/13/12
			
	Grady County, Oklahoma	  	Book 4520, Page 302	  	8/14/12


  
 ANNEX V -
24 
 CREDIT AGREEMENT 










					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Haskell County, Oklahoma	  	Book 806, Page 605	  	8/13/12
			
	Roger Mills County, Oklahoma	  	Book 2152, Page 396	  	8/15/12
			
	Stephens County, Oklahoma	  	Book 4392, Page 158	  	8/14/12
			
	Washita County, Oklahoma	  	Book 1237, Page 38	  	8/13/12

 (d) Third Amendment and Supplement to Mortgage, Fixture Filing, Assignment of
As-Extracted Collateral, Security Agreement and Financing Statement dated as of April 24, 2013 from Linn Exploration MidContinent, LLC to Wells Fargo Bank, National Association, as Administrative Agent,
SAVE AND EXCEPT the property released in items 34, 35 and 38 below, filed as follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Beckham County, Oklahoma	  	Book 2124, Page 270	  	5/16/13
			
	Blaine County, Oklahoma	  	Book 1114, Page 294	  	5/15/13
			
	Caddo County, Oklahoma	  	Book 2887, Page 373	  	5/20/13
			
	Canadian County, Oklahoma	  	Book 4017, Page 1030	  	5/17/13
			
	Carter County, Oklahoma	  	Book 5700, Page 131	  	5/17/13
			
	Comanche County, Oklahoma	  	Book 6943, Page 2	  	5/8/13
			
	Custer County, Oklahoma	  	Book 1595, Page 273	  	5/10/13
			
	Dewey County, Oklahoma	  	Book 1490, Page 363	  	5/8/13
			
	Ellis County, Oklahoma	  	Book 885, Page 272	  	5/8/13
			
	Grady County, Oklahoma	  	Book 4616, Page 248	  	5/16/13
			
	Haskell County, Oklahoma	  	Book 820, Page 850	  	5/8/13
			
	Roger Mills County, Oklahoma	  	Book 2192, Page 1	  	5/17/13
			
	Stephens County, Oklahoma	  	Book 4537, Page 50	  	5/8/13
			
	Washita County, Oklahoma	  	Book 1251, Page 820	  	5/8/13


  
 ANNEX V -
25 
 CREDIT AGREEMENT 









 (e) Fourth Amendment and Supplement to Mortgage, Fixture Filing, Assignment of
As-Extracted Collateral, Security Agreement and Financing Statement dated as of January 8, 2016 from Linn Exploration MidContinent, LLC to Wells Fargo Bank, National Association, as Administrative Agent,
filed as follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Blaine County, Oklahoma	  	Book 1201, Page 267	  	2/18/16
			
	Caddo County, Oklahoma	  	Volume 2992, Page 498	  	1/29/16
			
	Canadian County, Oklahoma	  	Book 4372, Page 256	  	2/1/16
			
	Carter County, Oklahoma	  	Book 6206, Page 125	  	2/18/16
			
	Custer County, Oklahoma	  	Book 1696, Page 687	  	2/1/16
			
	Dewey County, Oklahoma	  	Book 1593, Page 216	  	1/29/16
			
	Grady County, Oklahoma	  	Book 5005, Page 460	  	1/29/16
			
	Haskell County, Oklahoma	  	Book 862, Page 503	  	2/1/16
			
	Stephens County, Oklahoma	  	Book 5087, Page 37	  	2/4/16
			
	Washita County, Oklahoma	  	Book 1307, Page 77	  	2/1/16

 9. (a) Deed of Trust, Fixture Filing, Assignment of As-Extracted Collateral, Security
Agreement and Financing Statement dated as of May 2, 2011 from Linn Exploration MidContinent, LLC for the benefit of BNP Paribas, as Administrative Agent, SAVE AND EXCEPT the property released in items 45 and 58 below, filed as follows: 

 

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Hemphill County, Texas	  	Volume 703, Page 154	  	6/9/11
			
	Wheeler County, Texas	  	Volume 637, Page 623	  	6/9/11


  
 ANNEX V -
26 
 CREDIT AGREEMENT 









 (b) First Amendment and Supplement to Deed of Trust, Fixture Filing, Assignment of
As-Extracted Collateral, Security Agreement and Financing Statement dated as of May 10, 2012 between Linn Exploration MidContinent, LLC and Wells Fargo Bank, National Association, as Administrative Agent,
SAVE AND EXCEPT the property released in items 45 and 58 below, filed as follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Hemphill County, Texas	  	Volume 724, Page 720	  	6/4/12
			
	Wheeler County, Texas	  	Volume 657, Page 71	  	6/4/12

 (c) Second Amendment and Supplement to Deed of Trust, Fixture Filing, Assignment of
As-Extracted Collateral, Security Agreement and Financing Statement dated as of July 25, 2012 between Linn Exploration MidContinent, LLC and Wells Fargo Bank, National Association, as Administrative
Agent, SAVE AND EXCEPT the property released in items 45 and 58 below, filed as follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Hemphill County, Texas	  	Volume 728, Page 314	  	8/10/12
			
	Wheeler County, Texas	  	Volume 659, Page 697	  	8/10/12

 (d) Third Amendment and Supplement to Deed of Trust, Fixture Filing, Assignment of
As-Extracted Collateral, Security Agreement and Financing Statement dated as of April 24, 2013 between Linn Exploration MidContinent, LLC and Wells Fargo Bank, National Association, SAVE AND EXCEPT the
property released in items 45 and 58 below, as Administrative Agent, filed as follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Hemphill County, Texas	  	Volume 744, Page 690	  	5/6/13
			
	Wheeler County, Texas	  	Volume 672, Page 842	  	5/20/13


  
 ANNEX V -
27 
 CREDIT AGREEMENT 









 10. (a) Mortgage, Fixture Filing, Assignment of As-Extracted Collateral,
Security Agreement and Financing Statement dated as of May 2, 2011 from Mid-Continent I, LLC for the benefit of BNP Paribas, as Administrative Agent, SAVE AND EXCEPT the property released in items 34, 35,
36 and 38 below, filed as follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Atoka County, Oklahoma	  	Book 812, Page 354	  	6/13/11
			
	Beaver County, Oklahoma	  	Book 1248, Page 753	  	6/16/11
			
	Beckham County, Oklahoma	  	Book 2055, Page 647	  	6/24/11
			
	Blaine County, Oklahoma	  	Book 1076, Page 509	  	8/22/11
			
	Caddo County, Oklahoma	  	Volume 2812, Page 1	  	6/23/11
			
	Canadian County, Oklahoma	  	Book 3774, Page 552	  	6/24/11
			
	Carter County, Oklahoma	  	Book 5337, Page 28	  	6/13/11
			
	Cleveland County, Oklahoma	  	Book 4878, Page 1456	  	6/17/11
			
	Dewey County, Oklahoma	  	Book 1425, Page 249	  	6/9/11
			
	Ellis County, Oklahoma	  	Book 837, Page 861	  	6/9/11
			
	Garvin County, Oklahoma	  	Book 1946, Page 282	  	6/13/11
			
	Grady County, Oklahoma	  	Book 4387, Page 365	  	6/13/11
			
	Harper County, Oklahoma	  	Book 669, Page 160	  	6/9/11
			
	Kingfisher County, Oklahoma	  	Book 2404, Page 135	  	6/9/11
			
	Major County, Oklahoma	  	Book 1792, Page 84	  	6/13/11
			
	McClain County, Oklahoma	  	Book 2010, Page 1	  	6/13/11
			
	Noble County, Oklahoma	  	Volume 695, Page 635	  	6/13/11
			
	Oklahoma County, Oklahoma	  	Book RE11653, Page 1698	  	6/14/11
			
	Pushmataha County, Oklahoma	  	Book 527, Page 622	  	6/9/11
			
	Roger Mills County, Oklahoma	  	Book 2081, Page 442	  	6/14/11
			
	Stephens County, Oklahoma	  	Book 4163, Page 157	  	6/17/11


  
 ANNEX V -
28 
 CREDIT AGREEMENT 










					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Washington County, Oklahoma	  	Book 1099, Page 1479	  	6/10/11
			
	Woods County, Oklahoma	  	Book 1111, Page 324	  	6/13/11
			
	Woodward County, Oklahoma	  	Book 2153, Page 416	  	6/13/11

 (b) First Amendment and Supplement to Mortgage, Fixture Filing, Assignment of
As-Extracted Collateral, Security Agreement and Financing Statement dated as of May 10, 2012 between Mid-Continent I, LLC and Wells Fargo Bank, National
Association, as Administrative Agent, SAVE AND EXCEPT the property released in items 34, 35, 36 and 38 below, filed as follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Atoka County, Oklahoma	  	Book 825, Page 20	  	6/7/12
			
	Beaver County, Oklahoma	  	Book 1269, Page 789	  	6/19/12
			
	Beckham County, Oklahoma	  	Book 2091, Page 814	  	6/7/12
			
	Blaine County, Oklahoma	  	Book 1095, Page 559	  	6/15/12
			
	Caddo County, Oklahoma	  	Volume 2848, Page 31	  	6/13/12
			
	Canadian County, Oklahoma	  	Book 3908, Page 288	  	7/18/12
			
	Carter County, Oklahoma	  	Book 5523, Page 226	  	6/8/12
			
	Cleveland County, Oklahoma	  	Book 5017, Page 201	  	6/18/12
			
	Dewey County, Oklahoma	  	Book 1461, Page 511	  	6/15/12
			
	Ellis County, Oklahoma	  	Book 863, Page 809	  	6/11/12
			
	Garvin County, Oklahoma	  	Book 1990, Page 158	  	7/30/12
			
	Grady County, Oklahoma	  	Book 4499, Page 321	  	6/8/12
			
	Harper County, Oklahoma	  	Book 681, Page 265	  	6/8/12
			
	Kingfisher County, Oklahoma	  	Book 2519, Page 113	  	6/15/12
			
	Major County, Oklahoma	  	Book 1814, Page 522	  	6/7/12


  
 ANNEX V -
29 
 CREDIT AGREEMENT 










					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	McClain County, Oklahoma	  	Book 2059, Page 584	  	6/8/12
			
	Noble County, Oklahoma	  	Book 720, Page 834	  	7/9/12
			
	Oklahoma County, Oklahoma	  	Book RE11977, Page 816	  	7/18/12
			
	Pushmataha County, Oklahoma	  	Book 536, Page 581	  	6/7/12
			
	Roger Mills County, Oklahoma	  	Book 2145, Page 108	  	6/25/12
			
	Stephens County, Oklahoma	  	Book 4355, Page 187	  	6/7/12
			
	Washington County, Oklahoma	  	Book 1109, Page 1840	  	6/8/12
			
	Woods County, Oklahoma	  	Book 1145, Page 848	  	6/15/12
			
	Woodward County, Oklahoma	  	Book 2183, Page 331	  	6/15/12

 (c) Second Amendment and Supplement to Mortgage, Fixture Filing, Assignment of
As-Extracted Collateral, Security Agreement and Financing Statement dated as of July 25, 2012 between Mid-Continent I, LLC and Wells Fargo Bank, National
Association, as Administrative Agent, SAVE AND EXCEPT the property released in items 34, 35, 36 and 38 below, filed as follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Atoka County, Oklahoma	  	Book 827, Page 412	  	8/13/12
			
	Beaver County, Oklahoma	  	Book 1273, Page 732	  	8/15/12
			
	Beckham County, Oklahoma	  	Book 2098, Page 632	  	8/14/12
			
	Blaine County, Oklahoma	  	Book 1099, Page 242	  	8/17/12
			
	Caddo County, Oklahoma	  	Volume 2857, Page 198	  	8/14/12
			
	Canadian County, Oklahoma	  	Book 3921, Page 570	  	8/24/12
			
	Carter County, Oklahoma	  	Book 5559, Page 158	  	8/13/12


  
 ANNEX V -
30 
 CREDIT AGREEMENT 










					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Cleveland County, Oklahoma	  	RB Book 5044, Page 573	  	8/22/12
			
	Dewey County, Oklahoma	  	Book 1466, Page 418	  	8/13/12
			
	Ellis County, Oklahoma	  	Book 867, Page 427	  	8/13/12
			
	Garvin County, Oklahoma	  	Book 1992, Page 293	  	8/22/12
			
	Grady County, Oklahoma	  	Book 4520, Page 293	  	8/14/12
			
	Harper County, Oklahoma	  	Book 682, Page 440	  	8/13/12
			
	Kingfisher County, Oklahoma	  	Book 2532, Page 98	  	8/13/12
			
	Major County, Oklahoma	  	Book 1820, Page 392	  	8/13/12
			
	McClain County, Oklahoma	  	Book 2068, Page 434	  	8/13/12
			
	Noble County, Oklahoma	  	Volume 724, Page 487	  	9/10/12
			
	Oklahoma County, Oklahoma	  	Book RE12002, Page 1228	  	8/15/12
			
	Pushmataha County, Oklahoma	  	Book 538, Page 223	  	8/13/12
			
	Roger Mills County, Oklahoma	  	Book 2152, Page 257	  	8/15/12
			
	Stephens County, Oklahoma	  	Book 4392, Page 149	  	8/14/12
			
	Washington County, Oklahoma	  	Book 1111, Page 1640	  	8/16/12
			
	Woods County, Oklahoma	  	Book 1150, Page 648	  	8/14/12
			
	Woodward County, Oklahoma	  	Book 2188, Page 657	  	8/14/12


  
 ANNEX V -
31 
 CREDIT AGREEMENT 









 (d) Third Amendment and Supplement to Mortgage, Fixture Filing, Assignment of
As-Extracted Collateral, Security Agreement and Financing Statement dated as of April 24, 2013 between Mid-Continent I, LLC and Wells Fargo Bank, National
Association, as Administrative Agent, SAVE AND EXCEPT the property released in items 34, 35, 36 and 38 below, filed as follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Atoka County, Oklahoma	  	Book 840, Page 450	  	5/9/13
			
	Beaver County, Oklahoma	  	Book 1289, Page 453	  	5/9/13
			
	Beckham County, Oklahoma	  	Book 2124, Page 258	  	5/16/13
			
	Blaine County, Oklahoma	  	Book 1114, Page 304	  	5/15/13
			
	Caddo County, Oklahoma	  	Volume 2887, Page 314	  	5/20/13
			
	Canadian County, Oklahoma	  	Book 4017, Page 1041	  	5/17/13
			
	Carter County, Oklahoma	  	Book 5700, Page 140	  	5/17/13
			
	Cleveland County, Oklahoma	  	Book 5151, Page 827	  	5/8/13
			
	Dewey County, Oklahoma	  	Book 1490, Page 373	  	5/8/13
			
	Ellis County, Oklahoma	  	Book 885, Page 256	  	5/8/13
			
	Garvin County, Oklahoma	  	Book 2017, Page 95	  	5/8/13
			
	Grady County, Oklahoma	  	Book 4616, Page 216	  	5/16/13
			
	Harper County, Oklahoma	  	Book 689, Page 769	  	5/8/13
			
	Kingfisher County, Oklahoma	  	Book 2597, Page 126	  	6/10/13
			
	Major County, Oklahoma	  	Book 1840, Page 168	  	5/8/13
			
	McClain County, Oklahoma	  	Book 2109, Page 398	  	5/8/13
			
	Noble County, Oklahoma	  	Book 740, Page 1	  	5/8/13
			
	Oklahoma County, Oklahoma	  	Book RE 12243, Page 288	  	5/13/13
			
	Pushmataha County, Oklahoma	  	Book 545, Page 397	  	5/8/13
			
	Roger Mills County, Oklahoma	  	Book 2191, Page 485	  	5/17/13
			
	Stephens County, Oklahoma	  	Book 4537, Page 24	  	5/8/13


  
 ANNEX V -
32 
 CREDIT AGREEMENT 










					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Washington County, Oklahoma	  	Book 1119, Page 313	  	5/8/13
			
	Woods County, Oklahoma	  	Book 1171, Page 166	  	5/9/13
			
	Woodward County, Oklahoma	  	Book 2213, Page 35	  	5/16/13

 (e) Fourth Amendment and Supplement to Mortgage, Fixture Filing, Assignment of
As-Extracted Collateral, Security Agreement and Financing Statement dated as of January 8, 2016 between Mid-Continent I, LLC and Wells Fargo Bank, National
Association, as Administrative Agent, filed as follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Beaver County, Oklahoma	  	Book 1340, Page 401	  	1/29/16
			
	Blaine County, Oklahoma	  	Book 1201, Page 300	  	2/18/16
			
	Caddo County, Oklahoma	  	Volume 2992, Page 517	  	1/29/16
			
	Canadian County, Oklahoma	  	Book 4372, Page 286	  	2/1/16
			
	Carter County, Oklahoma	  	Book 6206, Page 161	  	2/18/16
			
	Cleveland County, Oklahoma	  	Book 5510, Page 59	  	1/29/16
			
	Dewey County, Oklahoma	  	Book 1593, Page 228	  	1/29/16
			
	Garvin County, Oklahoma	  	Book 2126, Page 505	  	1/29/16
			
	Grady County, Oklahoma	  	Book 5005, Page 491	  	1/29/16
			
	Harper County, Oklahoma	  	Book 715, Page 699	  	2/23/16
			
	Kingfisher County, Oklahoma	  	Book 2856, Page 25	  	2/5/16
			
	Major County, Oklahoma	  	Book 1923, Page 148	  	1/29/16
			
	McClain County, Oklahoma	  	Book 2279, Page 65	  	1/29/16
			
	Noble County, Oklahoma	  	Book 792, Page 697	  	2/4/16
			
	Oklahoma County, Oklahoma	  	Book RE 13042, Page 1465	  	2/12/16


  
 ANNEX V -
33 
 CREDIT AGREEMENT 










					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Stephens County, Oklahoma	  	Book 5087, Page 20	  	2/4/16
			
	Woods County, Oklahoma	  	Book 1235, Page 164	  	2/1/16
			
	Woodward County, Oklahoma	  	Book 2311, Page 56	  	1/29/16

 11. (a) Mortgage, Assignment, Security Agreement, Fixture Filing and Financing Statement (Easements) dated as of May 2,
2011 from Mid-Continent I, LLC to BNP Paribas, as Administrative Agent, SAVE AND EXCEPT the property released in item 35 below, filed as follows: 

 

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Beaver County, Oklahoma	  	Book 1249, Page 94	  	6/16/11
			
	Caddo County, Oklahoma	  	Volume 2810, Page 792	  	6/17/11
			
	Ellis County, Oklahoma	  	Book 838, Page 183	  	6/13/11
			
	Harper County, Oklahoma	  	Book 669, Page 285	  	6/13/11

 (b) First Amendment and Supplement to Mortgage, Assignment, Security Agreement, Fixture Filing and Financing Statement
(Easements) dated as of May 10, 2012 between Mid-Continent I, LLC and Wells Fargo Bank, National Association, as Administrative Agent, SAVE AND EXCEPT the property released in item 35 below, filed as
follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Beaver County, Oklahoma	  	Book 1270, Page 84	  	6/19/12
			
	Caddo County, Oklahoma	  	Volume 2848, Page 747	  	6/13/12
			
	Ellis County, Oklahoma	  	Book 863, Page 888	  	6/11/12
			
	Harper County, Oklahoma	  	Book 681, Page 314	  	6/8/12


  
 ANNEX V -
34 
 CREDIT AGREEMENT 









 (c) Second Amendment and Supplement to Mortgage, Assignment, Security Agreement, Fixture Filing and Financing
Statement (Easements) dated as of July 25, 2012 between Mid-Continent I, LLC and Wells Fargo Bank, National Association, as Administrative Agent, SAVE AND EXCEPT the property released in item 35 below,
filed as follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Beaver County, Oklahoma	  	Book 1273, Page 743	  	8/15/12
			
	Caddo County, Oklahoma	  	Volume 2857, Page 680	  	8/14/12
			
	Ellis County, Oklahoma	  	Book 867, Page 450	  	8/13/12
			
	Harper County, Oklahoma	  	Book 682, Page 464	  	8/13/12

 (d) Third Amendment and Supplement to Mortgage, Assignment, Security Agreement, Fixture Filing and Financing Statement
(Easements) dated as of April 24, 2013 between Mid-Continent I, LLC and Wells Fargo Bank, National Association, as Administrative Agent, SAVE AND EXCEPT the property released in item 35 below, filed as
follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Beaver County, Oklahoma	  	Book 1289, Page 465	  	5/9/13
			
	Caddo County, Oklahoma	  	Book 2887, Page 306	  	5/20/13
			
	Ellis County, Oklahoma	  	Book 885, Page 248	  	5/8/13
			
	Harper County, Oklahoma	  	Book 689, Page 782	  	5/8/13

 12. (a) Mortgage, Fixture Filing, Assignment of As-Extracted Collateral, Security
Agreement and Financing Statement dated as of May 2, 2011 from Mid-Continent II, LLC to BNP Paribas, as Administrative Agent, SAVE AND EXCEPT the property released in items 34, 35, 36, 37, 38, 52, 53 and
54 below, filed as follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Alfalfa County, Oklahoma	  	Book 657, Page 156	  	6/9/11
			
	Beaver County, Oklahoma	  	Book 1249, Page 1	  	6/16/11
			
	Beckham County, Oklahoma	  	Book 2055, Page 676	  	6/24/11
			
	Blaine County, Oklahoma	  	Book 1076, Page 595	  	8/22/11
			
	Caddo County, Oklahoma	  	Volume 2812, Page 293	  	6/23/11
			
	Canadian County, Oklahoma	  	Book 3774, Page 608	  	6/24/11


  
 ANNEX V -
35 
 CREDIT AGREEMENT 










					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Carter County, Oklahoma	  	Book 5337, Page 58	  	6/13/11
			
	Cleveland County, Oklahoma	  	Book 4878, Page 1487	  	6/17/11
			
	Coal County, Oklahoma	  	Book 773, Page 411	  	6/9/11
			
	Comanche County, Oklahoma	  	Book 6439, Page 198	  	6/13/11
			
	Creek County, Oklahoma	  	Book 748, Page 429	  	6/9/11
			
	Custer County, Oklahoma	  	Book 1515, Page 620	  	6/9/11
			
	Dewey County, Oklahoma	  	Book 1425, Page 276	  	6/9/11
			
	Ellis County, Oklahoma	  	Book 837, Page 894	  	6/9/11
			
	Garfield County, Oklahoma	  	Book 2035, Page 718	  	6/14/11
			
	Garvin County, Oklahoma	  	Book 1946, Page 309	  	6/13/11
			
	Grady County, Oklahoma	  	Book 4388, Page 1	  	6/13/11
			
	Grant County, Oklahoma	  	Book 631, Page 244	  	6/23/11
			
	Harper County, Oklahoma	  	Book 669, Page 190	  	6/9/11
			
	Haskell County, Oklahoma	  	Book 791, Page 197	  	6/9/11
			
	Hughes County, Oklahoma	  	Book 1223, Page 560	  	6/16/11
			
	Johnston County, Oklahoma	  	Book 0286, Page 154	  	7/25/11
			
	Kay County, Oklahoma	  	Book 1530, Page 413	  	6/9/11
			
	Kingfisher County, Oklahoma	  	Book 2404, Page 162	  	6/9/11
			
	Major County, Oklahoma	  	Book 1792, Page 112	  	6/13/11
			
	Marshall County, Oklahoma	  	Book 959, Page 271	  	6/13/11
			
	McClain County, Oklahoma	  	Book 2010, Page 30	  	6/13/11
			
	Murray County, Oklahoma	  	Book 1038, Page 17	  	6/9/11
			
	Oklahoma County, Oklahoma	  	Book RE11653, Page 1755	  	6/14/11


  
 ANNEX V -
36 
 CREDIT AGREEMENT 










					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Osage County, Oklahoma	  	Book 1452, Page 925	  	6/14/11
			
	Pittsburg County, Oklahoma	  	Book 1881, Page 504	  	6/16/11
			
	Roger Mills County, Oklahoma	  	Book 2081, Page 469	  	6/14/11
			
	Stephens County, Oklahoma	  	Book 4163, Page 184	  	6/17/11
			
	Texas County, Oklahoma	  	Book 1231, Page 519	  	6/9/11
			
	Washita County, Oklahoma	  	Book 1203, Page 404	  	6/9/11
			
	Woods County, Oklahoma	  	Book 1111, Page 351	  	6/13/11
			
	Woodward County, Oklahoma	  	Book 2153, Page 447	  	6/13/11

 (b) First Amendment and Supplement to Mortgage, Fixture Filing, Assignment of
As-Extracted Collateral, Security Agreement and Financing Statement dated as of May 10, 2012 between Mid-Continent II, LLC and Wells Fargo Bank, National
Association, as Administrative Agent, SAVE AND EXCEPT the property released in items 34, 35, 36, 37, 38, 52, 53 and 54 below, filed as follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Alfalfa County, Oklahoma	  	Book 689, Page 223	  	6/15/12
			
	Beaver County, Oklahoma	  	Book 1270, Page 1	  	6/19/12
			
	Beckham County, Oklahoma	  	Book 2091, Page 824	  	6/7/12
			
	Blaine County, Oklahoma	  	Book 1095, Page 567	  	6/15/12
			
	Caddo County, Oklahoma	  	Volume 2848, Page 260	  	6/13/12
			
	Canadian County, Oklahoma	  	Book 3908, Page 296	  	7/18/12
			
	Carter County, Oklahoma	  	Book 5523, Page 237	  	6/8/12
			
	Cleveland County, Oklahoma	  	Book 5017, Page 225	  	6/18/12
			
	Coal County, Oklahoma	  	Book 786, Page 188	  	6/7/12


  
 ANNEX V -
37 
 CREDIT AGREEMENT 










					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Comanche County, Oklahoma	  	Book 6696, Page 16	  	6/8/12
			
	Creek County, Oklahoma	  	Book 791, Page 109	  	6/7/12
			
	Custer County, Oklahoma	  	Book 1559, Page 464	  	6/8/12
			
	Dewey County, Oklahoma	  	Book 1461, Page 519	  	6/15/12
			
	Ellis County, Oklahoma	  	Book 863, Page 823	  	6/11/12
			
	Garfield County, Oklahoma	  	Book 2090, Page 349	  	6/11/12
			
	Garvin County, Oklahoma	  	Book 1990, Page 166	  	7/30/12
			
	Grady County, Oklahoma	  	Book 4499, Page 329	  	6/8/12
			
	Grant County, Oklahoma	  	Book 658, Page 50	  	6/21/12
			
	Harper County, Oklahoma	  	Book 681, Page 276	  	6/8/12
			
	Haskell County, Oklahoma	  	Book 804, Page 719	  	6/7/12
			
	Hughes County, Oklahoma	  	Book 1241, Page 348	  	6/7/12
			
	Johnston County, Oklahoma	  	Book 294, Page 590	  	6/11/12
			
	Kay County, Oklahoma	  	Book 1572, Page 148	  	6/7/12
			
	Kingfisher County, Oklahoma	  	Book 2519, Page 121	  	6/15/12
			
	Major County, Oklahoma	  	Book 1814, Page 531	  	6/7/12
			
	Marshall County, Oklahoma	  	Book 988, Page 512	  	6/8/12
			
	McClain County, Oklahoma	  	Book 2059, Page 594	  	6/8/12
			
	Murray County, Oklahoma	  	Book 1092, Page 215	  	8/13/12
			
	Oklahoma County, Oklahoma	  	Book RE11977, Page 824	  	7/18/12
			
	Osage County, Oklahoma	  	Book 1490, Page 874	  	7/16/12
			
	Pittsburg County, Oklahoma	  	Book 1955, Page 300	  	6/11/12


  
 ANNEX V -
38 
 CREDIT AGREEMENT 










					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Roger Mills County, Oklahoma	  	Book 2144, Page 407	  	6/25/12
			
	Stephens County, Oklahoma	  	Book 4355, Page 195	  	6/7/12
			
	Texas County, Oklahoma	  	Book 1249, Page 590	  	6/8/12
			
	Washita County, Oklahoma	  	Book 1233, Page 624	  	6/15/12
			
	Woods County, Oklahoma	  	Book 1145, Page 856	  	6/15/12
			
	Woodward County, Oklahoma	  	Book 2183, Page 343	  	6/15/12

 (c) Second Amendment and Supplement to Mortgage, Fixture Filing, Assignment of
As-Extracted Collateral, Security Agreement and Financing Statement dated as of July 25, 2012 between Mid-Continent II, LLC and Wells Fargo Bank, National
Association, as Administrative Agent, SAVE AND EXCEPT the property released in items 34, 35, 36, 37, 38, 52, 53 and 54 below, filed as follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Alfalfa County, Oklahoma	  	Book 695, Page 300	  	8/22/12
			
	Beaver County, Oklahoma	  	Book 1273, Page 715	  	8/15/12
			
	Beckham County, Oklahoma	  	Book 2098, Page 383	  	8/14/12
			
	Blaine County, Oklahoma	  	Book 1099, Page 251	  	8/17/12
			
	Caddo County, Oklahoma	  	Volume 2857, Page 209	  	8/14/12
			
	Canadian County, Oklahoma	  	Book 3921, Page 674	  	8/24/12
			
	Carter County, Oklahoma	  	Book 5559, Page 170	  	8/13/12
			
	Cleveland County, Oklahoma	  	RB Book 5044, Page 586	  	8/22/12
			
	Coal County, Oklahoma	  	Book 788, Page 875	  	8/13/12
			
	Comanche County, Oklahoma	  	Book 6763, Page 97	  	9/4/12
			
	Creek County, Oklahoma	  	Book 802, Page 324	  	8/13/12
			
	Custer County, Oklahoma	  	Book 1568, Page 158	  	8/24/12


  
 ANNEX V -
39 
 CREDIT AGREEMENT 










					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Dewey County, Oklahoma	  	Book 1466, Page 388	  	8/13/12
			
	Ellis County, Oklahoma	  	Book 867, Page 408	  	8/13/12
			
	Garfield County, Oklahoma	  	Book 2100, Page 235	  	8/16/12
			
	Garvin County, Oklahoma	  	Book 1992, Page 313	  	8/22/12
			
	Grady County, Oklahoma	  	Book 4521, Page 1	  	8/14/12
			
	Grant County, Oklahoma	  	Book 661, Page 446	  	8/20/12
			
	Harper County, Oklahoma	  	Book 682, Page 452	  	8/13/12
			
	Haskell County, Oklahoma	  	Book 806, Page 593	  	8/13/12
			
	Hughes County, Oklahoma	  	Book 1246, Page 151	  	8/13/12
			
	Johnston County, Oklahoma	  	Book 296, Page 375	  	8/13/12
			
	Kay County, Oklahoma	  	Book 1581, Page 1	  	8/22/12
			
	Kingfisher County, Oklahoma	  	Book 2532, Page 107	  	8/13/12
			
	Major County, Oklahoma	  	Book 1820, Page 268	  	8/13/12
			
	Marshall County, Oklahoma	  	Book 993, Page 509	  	8/14/12
			
	McClain County, Oklahoma	  	Book 2068, Page 412	  	8/13/12
			
	Murray County, Oklahoma	  	Book 1092, Page 223	  	8/13/12
			
	Oklahoma County, Oklahoma	  	Book RE12002, Page 1218	  	8/15/12
			
	Osage County, Oklahoma	  	Book 1493, Page 893	  	8/14/12
			
	Pittsburg County, Oklahoma	  	Book 1972, Page 267	  	8/14/12
			
	Roger Mills County, Oklahoma	  	Book 2152, Page 266	  	8/15/12
			
	Stephens County, Oklahoma	  	Book 4392, Page 194	  	8/14/12
			
	Texas County, Oklahoma	  	Book 1254, Page 324	  	8/13/12


  
 ANNEX V -
40 
 CREDIT AGREEMENT 










					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Washita County, Oklahoma	  	Book 1237, Page 85	  	8/13/12
			
	Woods County, Oklahoma	  	Book 1150, Page 620	  	8/14/12
			
	Woodward County, Oklahoma	  	Book 2188, Page 625	  	8/14/12

 (d) Third Amendment and Supplement to Mortgage, Fixture Filing, Assignment of
As-Extracted Collateral, Security Agreement and Financing Statement dated as of April 24, 2013 between Mid-Continent II, LLC and Wells Fargo Bank, National
Association, as Administrative Agent, SAVE AND EXCEPT the property released in items 34, 35, 36, 37, 38, 52, 53 and 54 below, filed as follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Alfalfa County, Oklahoma	  	Book 718, Page 476	  	5/20/13
			
	Beaver County, Oklahoma	  	Book 1289, Page 473	  	5/9/13
			
	Beckham County, Oklahoma	  	Book 2124, Page 134	  	5/16/13
			
	Blaine County, Oklahoma	  	Book 1114, Page 121	  	5/15/13
			
	Caddo County, Oklahoma	  	Volume 2887, Page 558	  	5/20/13
			
	Canadian County, Oklahoma	  	Book 4017, Page 1051	  	5/17/13
			
	Carter County, Oklahoma	  	Book 5700, Page 197	  	5/17/13
			
	Cleveland County, Oklahoma	  	Book 5151, Page 797	  	5/8/13
			
	Coal County, Oklahoma	  	Book 798, Page 780	  	5/9/13
			
	Comanche County, Oklahoma	  	Book 6943, Page 21	  	5/8/13
			
	Creek County, Oklahoma	  	Book 846, Page 946	  	5/9/13
			
	Custer County, Oklahoma	  	Book 1595, Page 320	  	5/10/13
			
	Dewey County, Oklahoma	  	Book 1490, Page 319	  	5/8/13
			
	Ellis County, Oklahoma	  	Book 885, Page 227	  	5/8/13
			
	Garfield County, Oklahoma	  	Book 2138, Page 444	  	5/22/13


  
 ANNEX V -
41 
 CREDIT AGREEMENT 










					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Garvin County, Oklahoma	  	Book 2017, Page 70	  	5/8/13
			
	Grady County, Oklahoma	  	Book 4616, Page 349	  	5/16/13
			
	Grant County, Oklahoma	  	Book 676, Page 185	  	5/8/13
			
	Harper County, Oklahoma	  	Book 689, Page 755	  	5/8/13
			
	Haskell County, Oklahoma	  	Book 820, Page 836	  	5/8/13
			
	Hughes County, Oklahoma	  	Book 1261, Page 888	  	5/8/13
			
	Johnston County, Oklahoma	  	Book 304, Page 412	  	5/8/13
			
	Kay County, Oklahoma	  	Book 1607, Page 486	  	5/8/13
			
	Kingfisher County, Oklahoma	  	Book 2597, Page 81	  	6/10/13
			
	Major County, Oklahoma	  	Book 1840, Page 241	  	5/8/13
			
	Marshall County, Oklahoma	  	Book 1011, Page 438	  	5/8/13
			
	McClain County, Oklahoma	  	Book 2109, Page 374	  	5/8/13
			
	Murray County, Oklahoma	  	Book 1126, Page 168	  	5/9/13
			
	Oklahoma County, Oklahoma	  	Book RE 12243, Page 276	  	5/13/13
			
	Osage County, Oklahoma	  	Book 1519, Page 267	  	5/9/13
			
	Pittsburg County, Oklahoma	  	Book 2029, Page 148	  	5/8/13
			
	Roger Mills County, Oklahoma	  	Book 2192, Page 110	  	5/17/13
			
	Stephens County, Oklahoma	  	Book 4537, Page 4	  	5/8/13
			
	Texas County, Oklahoma	  	Book 1269, Page 49	  	5/8/13
			
	Washita County, Oklahoma	  	Book 1251, Page 868	  	5/8/13
			
	Woods County, Oklahoma	  	Book 1171, Page 136	  	5/9/13
			
	Woodward County, Oklahoma	  	Book 2213, Page 1	  	5/16/13


  
 ANNEX V -
42 
 CREDIT AGREEMENT 









 (e) Fourth Amendment and Supplement to Mortgage, Fixture Filing, Assignment of
As-Extracted Collateral, Security Agreement and Financing Statement dated as of January 8, 2016 between Mid-Continent II, LLC and Wells Fargo Bank, National
Association, as Administrative Agent, filed as follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Alfalfa County, Oklahoma	  	Book 788, Page 515	  	1/29/16
			
	Beaver County, Oklahoma	  	Book 1340, Page 415	  	1/29/16
			
	Blaine County, Oklahoma	  	Book 1201, Page 317	  	2/18/16
			
	Caddo County, Oklahoma	  	Volume 2992, Page 538	  	1/29/16
			
	Canadian County, Oklahoma	  	Book 4372, Page 318	  	2/1/16
			
	Carter County, Oklahoma	  	Book 6206, Page 199	  	2/18/16
			
	Cleveland County, Oklahoma	  	Book 5510, Page 84	  	1/29/16
			
	Coal County, Oklahoma	  	Book 839, Page 107	  	2/8/16
			
	Creek County, Oklahoma	  	Book 1015, Page 790	  	1/29/16
			
	Custer County, Oklahoma	  	Book 1696, Page 705	  	2/1/16
			
	Dewey County, Oklahoma	  	Book 1593, Page 242	  	1/29/16
			
	Garfield County, Oklahoma	  	Book 2276, Page 402	  	2/3/16
			
	Garvin County, Oklahoma	  	Book 2126, Page 539	  	1/29/16
			
	Grady County, Oklahoma	  	Book 5005, Page 524	  	1/29/16
			
	Grant County, Oklahoma	  	Book 719, Page 488	  	2/4/16
			
	Harper County, Oklahoma	  	Book 715, Page 712	  	2/23/16
			
	Haskell County, Oklahoma	  	Book 862, Page 520	  	2/1/16
			
	Hughes County, Oklahoma	  	Book 1338, Page 38	  	2/1/16
			
	Kay County, Oklahoma	  	Book 1703, Page 5	  	2/4/16
			
	Kingfisher County, Oklahoma	  	Book 2856, Page 48	  	2/5/16


  
 ANNEX V -
43 
 CREDIT AGREEMENT 










					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Major County, Oklahoma	  	Book 1923, Page 180	  	1/29/16
			
	McClain County, Oklahoma	  	Book 2279, Page 79	  	1/29/16
			
	Oklahoma County, Oklahoma	  	Book RE 13042, Page 1298	  	2/12/16
			
	Osage County, Oklahoma	  	Book 1607, Page 903	  	2/5/16
			
	Pittsburg County, Oklahoma	  	Book 2219, Page 504	  	2/1/16
			
	Stephens County, Oklahoma	  	Book 5087, Page 1	  	2/4/16
			
	Texas County, Oklahoma	  	Book 1327, Page 598	  	2/1/16
			
	Washita County, Oklahoma	  	Book 1307, Page 93	  	2/1/16
			
	Woods County, Oklahoma	  	Book 1235, Page 180	  	2/1/16
			
	Woodward County, Oklahoma	  	Book 2311, Page 75	  	1/29/16

 13. (a) Mortgage, Assignment, Security Agreement, Fixture Filing and Financing Statement (Easements) dated as of May 2,
2011 from Mid-Continent II, LLC to BNP Paribas, as Administrative Agent, SAVE AND EXCEPT the property released in items 34 and 38 below, filed as follows: 

 

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Beckham County, Oklahoma	  	Book 2053, Page 631	  	6/13/11
			
	Blaine County, Oklahoma	  	Book 1070, Page 532	  	6/14/11
			
	Caddo County, Oklahoma	  	Volume 2810, Page 818	  	6/17/11
			
	Canadian County, Oklahoma	  	Book 3771, Page 84	  	6/14/11
			
	Carter County, Oklahoma	  	Book 5337, Page 185	  	6/13/11
			
	Cleveland County, Oklahoma	  	Book 4879, Page 277	  	6/20/11
			
	Comanche County, Oklahoma	  	Book 6440, Page 1	  	6/13/11
			
	Custer County, Oklahoma	  	Book 1517, Page 41	  	6/20/11


  
 ANNEX V -
44 
 CREDIT AGREEMENT 










					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Dewey County, Oklahoma	  	Book 1426, Page 186	  	6/13/11
			
	Garvin County, Oklahoma	  	Book 1946, Page 354	  	6/13/11
			
	Grady County, Oklahoma	  	Book 4386, Page 171	  	6/13/11
			
	Major County, Oklahoma	  	Book 1792, Page 269	  	6/13/11
			
	Roger Mills County, Oklahoma	  	Book 2082, Page 379	  	6/15/11
			
	Seminole County, Oklahoma	  	Book 3371, Page 275	  	6/13/11
			
	Stephens County, Oklahoma	  	Book 4161, Page 94	  	6/13/11
			
	Texas County, Oklahoma	  	Book 1231, Page 638	  	6/13/11
			
	Washita County, Oklahoma	  	Book 1203, Page 750	  	6/13/11
			
	Woods County, Oklahoma	  	Book 1111, Page 406	  	6/13/11
			
	Woodward County, Oklahoma	  	Book 2153, Page 531	  	6/13/11

 (b) First Amendment and Supplement to Mortgage, Assignment, Security Agreement, Fixture Filing and Financing Statement
(Easements) dated as of May 10, 2012 between Mid-Continent II, LLC and Wells Fargo Bank, National Association, as Administrative Agent, SAVE AND EXCEPT the property released in items 34 and 38 below,
filed as follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Beckham County, Oklahoma	  	Book 2092, Page 152	  	6/7/12
			
	Blaine County, Oklahoma	  	Book 1095, Page 721	  	6/15/12
			
	Caddo County, Oklahoma	  	Volume 2848, Page 739	  	6/13/12
			
	Canadian County, Oklahoma	  	Book 3908, Page 498	  	7/18/12
			
	Carter County, Oklahoma	  	Book 5523, Page 171	  	6/8/12
			
	Cleveland County, Oklahoma	  	Book 5017, Page 236	  	6/18/12
			
	Comanche County, Oklahoma	  	Book 6696, Page 53	  	6/8/12


  
 ANNEX V -
45 
 CREDIT AGREEMENT 










					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Custer County, Oklahoma	  	Book 1559, Page 450	  	6/8/12
			
	Dewey County, Oklahoma	  	Book 1462, Page 1	  	6/15/12
			
	Garvin County, Oklahoma	  	Book 1990, Page 187	  	7/30/12
			
	Grady County, Oklahoma	  	Book 4500, Page 259	  	6/8/12
			
	Major County, Oklahoma	  	Book 1815, Page 114	  	6/7/12
			
	Roger Mills County, Oklahoma	  	Book 2144, Page 282	  	6/25/12
			
	Seminole County, Oklahoma	  	Book 3475, Page 1	  	6/7/12
			
	Stephens County, Oklahoma	  	Book 4355, Page 289	  	6/7/12
			
	Texas County, Oklahoma	  	Book 1249, Page 608	  	6/8/12
			
	Washita County, Oklahoma	  	Book 1233, Page 616	  	6/15/12
			
	Woods County, Oklahoma	  	Book 1145, Page 934	  	6/15/12
			
	Woodward County, Oklahoma	  	Book 2183, Page 443	  	6/15/12

 (c) Second Amendment and Supplement to Mortgage, Assignment, Security Agreement, Fixture Filing and Financing Statement
(Easements) dated as of July 25 2012 between Mid-Continent II, LLC and Wells Fargo Bank, National Association, as Administrative Agent, SAVE AND EXCEPT the property released in items 34 and 38 below,
filed as follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Beckham County, Oklahoma	  	Book 2098, Page 624	  	8/14/12
			
	Blaine County, Oklahoma	  	Book 1099, Page 418	  	8/17/12
			
	Caddo County, Oklahoma	  	Volume 2857, Page 687	  	8/14/12
			
	Canadian County, Oklahoma	  	Book 3921, Page 773	  	8/24/12
			
	Carter County, Oklahoma	  	Book 5559, Page 211	  	8/13/12
			
	Cleveland County, Oklahoma	  	RB Book 5044, Page 551	  	8/22/12


  
 ANNEX V -
46 
 CREDIT AGREEMENT 










					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Comanche County, Oklahoma	  	Book 6763, Page 80	  	9/4/12
			
	Custer County, Oklahoma	  	Book 1568, Page 244	  	8/24/12
			
	Dewey County, Oklahoma	  	Book 1466, Page 457	  	8/13/12
			
	Garvin County, Oklahoma	  	Book 1992, Page 336	  	8/22/12
			
	Grady County, Oklahoma	  	Book 4521, Page 362	  	8/14/12
			
	Major County, Oklahoma	  	Book 1820, Page 463	  	8/13/12
			
	Roger Mills County, Oklahoma	  	Book 2152, Page 511	  	8/15/12
			
	Seminole County, Oklahoma	  	Book 3500, Page 265	  	8/22/12
			
	Stephens County, Oklahoma	  	Book 4392, Page 222	  	8/14/12
			
	Texas County, Oklahoma	  	Book 1254, Page 316	  	8/13/12
			
	Washita County, Oklahoma	  	Book 1237, Page 148	  	8/13/12
			
	Woods County, Oklahoma	  	Book 1150, Page 670	  	8/14/12
			
	Woodward County, Oklahoma	  	Book 2188, Page 691	  	8/14/12

 (d) Third Amendment and Supplement to Mortgage, Assignment, Security Agreement, Fixture Filing and Financing Statement
(Easements) dated as of April 24, 2013 between Mid-Continent II, LLC and Wells Fargo Bank, National Association, as Administrative Agent, SAVE AND EXCEPT the property released in items 34 and 38 below,
filed as follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Beckham County, Oklahoma	  	Book 2124, Page 125	  	5/16/13
			
	Blaine County, Oklahoma	  	Book 1114, Page 112	  	5/15/13
			
	Caddo County, Oklahoma	  	Book 2887, Page 296	  	5/20/13
			
	Canadian County, Oklahoma	  	Book 4017, Page 1021	  	5/17/13
			
	Carter County, Oklahoma	  	Book 5700, Page 122	  	5/17/13


  
 ANNEX V -
47 
 CREDIT AGREEMENT 










					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Cleveland County, Oklahoma	  	Book 5151, Page 788	  	5/8/13
			
	Comanche County, Oklahoma	  	Book 6943, Page 12	  	5/8/13
			
	Custer County, Oklahoma	  	Book 1595, Page 264	  	5/10/13
			
	Dewey County, Oklahoma	  	Book 1490, Page 310	  	5/8/13
			
	Garvin County, Oklahoma	  	Book 2017, Page 61	  	5/8/13
			
	Grady County, Oklahoma	  	Book 4616, Page 239	  	5/16/13
			
	Major County, Oklahoma	  	Book 1840, Page 159	  	5/8/13
			
	Roger Mills County, Oklahoma	  	Book 2191, Page 514	  	5/17/13
			
	Seminole County, Oklahoma	  	Book 3582, Page 138	  	5/8/13
			
	Stephens County, Oklahoma	  	Book 4536, Page 287	  	5/8/13
			
	Texas County, Oklahoma	  	Book 1269, Page 40	  	5/8/13
			
	Washita County, Oklahoma	  	Book 1251, Page 810	  	5/8/13
			
	Woods County, Oklahoma	  	Book 1171, Page 127	  	5/9/13
			
	Woodward County, Oklahoma	  	Book 2212, Page 742	  	5/16/13

 14. UCC Financing Statements with the following debtors and BNP Paribas, as Administrative Agent, as secured party, covering
all assets, filed with the Delaware Secretary of State as follows: 
  

					
	 DEBTOR
	  	 FILING INFORMATION
	  	 FILE DATE

	Linn Energy, LLC	  	#2011 2284704	  	6/15/11; assigned 6/18/12 by #20122350116 to Wells Fargo Bank, National Association
			
	Linn Energy Holdings, LLC	  	#2011 1923328	  	5/20/11; assigned 6/18/12 by #20122350041 to Wells Fargo Bank, National Association


  
 ANNEX V -
48 
 CREDIT AGREEMENT 










					
	 DEBTOR
	  	 FILING INFORMATION
	  	 FILE DATE

	Linn Operating, Inc.	  	#2011 1923377	  	5/20/11; assigned 6/18/12 by #20122350264 to Wells Fargo Bank, National Association
			
	Linn Gas Marketing, LLC, now known as Linn Midstream, LLC	  	#2011 1923419	  	5/20/11; assigned 6/18/12 by #20122350272 to Wells Fargo Bank, National Association; amended 10/29/13 #2013 4235280 to change debtor’s name to Linn Midstream, LLC
			
	Mid-Continent I, LLC	  	#2011 1923245	  	5/20/11; assigned 6/19/12 by #20122362319 to Wells Fargo Bank, National Association
			
	Mid-Continent II, LLC	  	#2011 1923294	  	5/20/11; assigned 6/19/12 by #20122362293 to Wells Fargo Bank, National Association
			
	Mid-Continent Holdings I, LLC	  	#2011 2284654	  	6/15/11; assigned 6/18/12 by #20122350165 to Wells Fargo Bank, National Association
			
	Mid-Continent Holdings II, LLC	  	#2011 2284571	  	6/15/11; assigned 6/18/12 by #20122350132 to Wells Fargo Bank, National Association
			
	Linn Exploration & Production Michigan LLC	  	#2011 2284555	  	6/15/11; assigned 6/18/12 by #20122350140 to Wells Fargo Bank, National Association
			
	Linn Exploration & Production Michigan Midstream LLC	  	#2011 2284522	  	6/15/11; assigned 6/19/12 by #20122356196 to Wells Fargo Bank, National Association; merged out of existence in 2011
			
	Linn Gas Processing MI LLC	  	#2011 2270141	  	6/14/11; assigned 6/19/12 by #20122356188 to Wells Fargo Bank, National Association; merged out of existence in 2012
			
	Linn Midwest Energy LLC	  	#2011 2270042	  	6/14/11; assigned 6/18/12 by #20122350298 to Wells Fargo Bank, National Association


  
 ANNEX V -
49 
 CREDIT AGREEMENT 









 15. UCC Financing Statement with Linn Exploration Midcontinent, LLC, as debtor and BNP Paribas, as Administrative
Agent, as secured party, covering all assets, filed as follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Oklahoma County, Oklahoma	  	#20110609020558840	  	6/9/11; assigned on 9/21/12 by #20120921020981040 to Wells Fargo Bank, National Association

 16. Memorandum of Assignment of Liens and Security Interests dated as of April 20, 2012 among BNP Paribas, Wells Fargo
Bank, National Association, Linn Energy Holdings, LLC, et al, filed as follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Orange County, California	  	#2012000329844	  	6/11/12
			
	Alfalfa County, Oklahoma	  	Book 685, Page 145	  	5/16/12
			
	Atoka County, Oklahoma	  	Book 824, Page 127	  	5/16/12
			
	Beaver County, Oklahoma	  	Book 1268, Page 446	  	5/24/12


  
 ANNEX V -
50 
 CREDIT AGREEMENT 










					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Beckham County, Oklahoma	  	Book 2089, Page 657	  	5/16/12
			
	Blaine County, Oklahoma	  	Book 1094, Page 124	  	5/23/12
			
	Caddo County, Oklahoma	  	Volume 2845, Page 67	  	5/17/12
			
	Canadian County, Oklahoma	  	Book 3886, Page 72	  	5/17/12
			
	Carter County, Oklahoma	  	Book 5514, Page 124	  	5/23/12
			
	Cleveland County, Oklahoma	  	Book 5004, Page 1223	  	5/16/12
			
	Coal County, Oklahoma	  	Book 785, Page 500	  	5/17/12
			
	Comanche County, Oklahoma	  	Book 6685, Page 79	  	5/23/12
			
	Creek County, Oklahoma	  	Book 787, Page 440	  	5/16/12
			
	Custer County, Oklahoma	  	Book 1557, Page 42	  	5/16/12
			
	Dewey County, Oklahoma	  	Book 1460, Page 41	  	5/16/12


  
 ANNEX V -
51 
 CREDIT AGREEMENT 










					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Ellis County, Oklahoma	  	Book 862, Page 615	  	5/16/12
			
	Garfield County, Oklahoma	  	Book 2087, Page 1	  	5/21/12
			
	Garvin County, Oklahoma	  	Book 1990, Page 115	  	7/30/12
			
	Grady County, Oklahoma	  	Book 4493, Page 1	  	5/17/12
			
	Grant County, Oklahoma	  	Book 656, Page 316	  	5/23/12
			
	Harper County, Oklahoma	  	Book 680, Page 809	  	5/23/12
			
	Haskell County, Oklahoma	  	Book 804, Page 16	  	5/16/12
			
	Hughes County, Oklahoma	  	Book 1239, Page 847	  	5/16/12
			
	Jefferson County, Oklahoma	  	Book 654, Page 82	  	5/16/12
			
	Johnston County, Oklahoma	  	Book 293, Page 893	  	5/16/12


  
 ANNEX V -
52 
 CREDIT AGREEMENT 










					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Kay County, Oklahoma	  	Book 1569, Page 642	  	5/16/12
			
	Kingfisher County, Oklahoma	  	Book 2512, Page 160	  	5/18/12
			
	LeFlore County, Oklahoma	  	Book 1833, Page 583	  	5/16/12
			
	Lincoln County, Oklahoma	  	Book 1974, Page 629	  	5/21/12
			
	Logan County, Oklahoma	  	Book 2322, Page 41	  	5/25/12
			
	Love County, Oklahoma	  	Book 721, Page 17	  	5/16/12
			
	Major County, Oklahoma	  	Book 1812, Page 473	  	5/23/12
			
	Marshall County, Oklahoma	  	Book 987, Page 140	  	5/16/12
			
	McClain County, Oklahoma	  	Book 2057, Page 133	  	5/23/12
			
	Murray County, Oklahoma	  	Book 1081, Page 269	  	5/21/12
			
	Noble County, Oklahoma	  	Book 718, Page 225	  	5/31/12


  
 ANNEX V -
53 
 CREDIT AGREEMENT 










					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Oklahoma County, Oklahoma	  	Book RE11923, Page 953	  	5/16/12
			
	Osage County, Oklahoma	  	Book 1485, Page 948	  	5/23/12
			
	Pittsburg County, Oklahoma	  	Book 1952, Page 124	  	5/24/12
			
	Pottawatomie County, Oklahoma	  	#201200006675	  	5/16/12
			
	Pushmataha County, Oklahoma	  	Book 536, Page 83	  	5/16/12
			
	Roger Mills County, Oklahoma	  	Book 2138, Page 222	  	5/16/12
			
	Seminole County, Oklahoma	  	Book 3468, Page 185	  	5/16/12
			
	Stephens County, Oklahoma	  	Book 4349, Page 61	  	5/24/12
			
	Texas County, Oklahoma	  	Book 1248, Page 499	  	5/16/12
			
	Washington County, Oklahoma	  	Book 1108, Page 3231	  	5/17/12


  
 ANNEX V -
54 
 CREDIT AGREEMENT 










					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Washita County, Oklahoma	  	Book 1231, Page 776	  	5/16/12
			
	Woods County, Oklahoma	  	Book 1142, Page 817	  	5/16/12
			
	Woodward County, Oklahoma	  	Book 2180, Page 603	  	5/16/12
			
	Andrews County, Texas	  	Volume 1033, Page 377	  	5/21/12
			
	Carson County, Texas	  	Volume 560, Page 1	  	5/15/12
			
	Crockett County, Texas	  	Book 758, Page 247	  	5/18/12
			
	Dawson County, Texas	  	Book 680, Page 550	  	5/14/12
			
	Ector County, Texas	  	#2012-00007771	  	5/23/12
			
	Glasscock County, Texas	  	Book 189, Page 270	  	5/14/12
			
	Gray County, Texas	  	Volume 955, Page 515	  	5/14/12
			
	Hansford County, Texas	  	Volume 391, Page 413	  	5/14/12


  
 ANNEX V -
55 
 CREDIT AGREEMENT 










					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Hemphill County, Texas	  	Volume 723, Page 336	  	5/14/12
			
	Howard County, Texas	  	Volume 1270, Page 212	  	5/14/12
			
	Hutchinson County, Texas	  	Volume 1706, Page 1	  	5/14/12
			
	Lavaca County, Texas	  	Volume 578, Page 32	  	5/14/12
			
	Lipscomb County, Texas	  	Volume 513, Page 187	  	5/23/12
			
	Martin County, Texas	  	Volume 338, Page 460	  	5/21/12
			
	Midland County, Texas	  	#2012-10141	  	5/17/12
			
	Moore County, Texas	  	Book 712, Page 532	  	5/14/12
			
	Ochiltree County, Texas	  	Volume 753, Page 363	  	5/14/12
			
	Potter County, Texas	  	Volume 4417, Page 549	  	5/14/12


  
 ANNEX V -
56 
 CREDIT AGREEMENT 










					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Roberts County, Texas	  	Volume 267, Page 129	  	5/15/12
			
	Sherman County, Texas	  	Volume 301, Page 934	  	5/14/12
			
	Upton County, Texas	  	Volume 870, Page 748	  	5/23/12
			
	Wheeler County, Texas	  	Volume 656, Page 204	  	5/15/12
			
	Wise County, Texas	  	Volume 2360, Page 437	  	5/21/12

 17. (a) Mortgage, Fixture Filing, Assignment of As-Extracted Collateral, Security
Agreement and Financing Statement dated as of May 10, 2012 from Linn Energy Holdings, LLC, Linn Exploration MidContinent, LLC, Mid-Continent I, LLC and
Mid-Continent II, LLC to Wells Fargo Bank, National Association, as Administrative Agent, SAVE AND EXCEPT the property released in items 33, 34, 35, 36, 38 and 53 below, filed as follows: 

 

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Alfalfa County, Oklahoma	  	Book 689, Page 233	  	6/15/12
			
	Beaver County, Oklahoma	  	Book 1270, Page 24	  	6/19/12
			
	Beckham County, Oklahoma	  	Book 2092, Page 119	  	6/7/12
			
	Blaine County, Oklahoma	  	Book 1096, Page 1	  	6/15/12
			
	Caddo County, Oklahoma	  	Volume 2848, Page 539	  	6/13/12
			
	Canadian County, Oklahoma	  	Book 3908, Page 393	  	7/18/12
			
	Carter County, Oklahoma	  	Book 5523, Page 265	  	6/8/12


  
 ANNEX V -
57 
 CREDIT AGREEMENT 










					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Cimarron County, Oklahoma	  	Book 363, Page 812	  	6/8/12
			
	Creek County, Oklahoma	  	Book 791, Page 117	  	6/7/12
			
	Custer County, Oklahoma	  	Book 1559, Page 551	  	6/8/12
			
	Dewey County, Oklahoma	  	Book 1461, Page 564	  	6/15/12
			
	Ellis County, Oklahoma	  	Book 863, Page 847	  	6/11/12
			
	Garfield County, Oklahoma	  	Book 2090, Page 381	  	6/11/12
			
	Grady County, Oklahoma	  	Book 4500, Page 110	  	6/8/12
			
	Harper County, Oklahoma	  	Book 681, Page 286	  	6/8/12
			
	Haskell County, Oklahoma	  	Book 804, Page 737	  	6/7/12
			
	Kingfisher County, Oklahoma	  	Book 2519, Page 198	  	6/15/12
			
	Latimer County, Oklahoma	  	Book 778, Page 787	  	6/14/12
			
	Leflore County, Oklahoma	  	Book 1835, Page 715	  	6/7/12
			
	Lincoln County, Oklahoma	  	Book 1978, Page 196	  	6/7/12
			
	Logan County, Oklahoma	  	Book 2326, Page 715	  	6/14/12
			
	Major County, Oklahoma	  	Book 1815, Page 60	  	6/7/12
			
	McClain County, Oklahoma	  	Book 2059, Page 623	  	6/8/12
			
	Noble County, Oklahoma	  	Book 720, Page 855	  	7/9/12
			
	Osage County, Oklahoma	  	Book 1488, Page 675	  	6/19/12
			
	Pittsburg County, Oklahoma	  	Book 1955, Page 310	  	6/11/12
			
	Roger Mills County, Oklahoma	  	Book 2145, Page 124	  	6/25/12
			
	Stephens County, Oklahoma	  	Book 4355, Page 232	  	6/7/12
			
	Washita County, Oklahoma	  	Book 1233, Page 685	  	6/15/12


  
 ANNEX V -
58 
 CREDIT AGREEMENT 










					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Woods County, Oklahoma	  	Book 1145, Page 893	  	6/15/12
			
	Woodward County, Oklahoma	  	Book 2183, Page 383	  	6/15/12

 (b) First Amendment and Supplement to Mortgage, Fixture Filing, Assignment of
As-Extracted Collateral, Security Agreement and Financing Statement dated as of July 25, 2012 among Linn Energy Holdings, LLC, Linn Exploration MidContinent, LLC,
Mid-Continent I, LLC and Mid-Continent II, LLC and Wells Fargo Bank, National Association, as Administrative Agent, SAVE AND EXCEPT the property released in items 33,
34, 35, 36, 38 and 53 below, filed as follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Alfalfa County, Oklahoma	  	Book 695, Page 312	  	8/22/12
			
	Beaver County, Oklahoma	  	Book 1273, Page 759	  	8/15/12
			
	Beckham County, Oklahoma	  	Book 2098, Page 654	  	8/14/12
			
	Blaine County, Oklahoma	  	Book 1099, Page 426	  	8/17/12
			
	Caddo County, Oklahoma	  	Volume 2857, Page 715	  	8/14/12
			
	Canadian County, Oklahoma	  	Book 3921, Page 794	  	8/24/12
			
	Carter County, Oklahoma	  	Book 5559, Page 219	  	8/13/12
			
	Cimarron County, Oklahoma	  	Book 365, Page 125	  	8/14/12
			
	Creek County, Oklahoma	  	Book 802, Page 344	  	8/13/12
			
	Custer County, Oklahoma	  	Book 1568, Page 213	  	8/24/12
			
	Dewey County, Oklahoma	  	Book 1466, Page 465	  	8/13/12
			
	Ellis County, Oklahoma	  	Book 867, Page 466	  	8/13/12
			
	Garfield County, Oklahoma	  	Book 2100, Page 281	  	8/16/12
			
	Grady County, Oklahoma	  	Book 4520, Page 402	  	8/14/12
			
	Harper County, Oklahoma	  	Book 682, Page 482	  	8/13/12


  
 ANNEX V -
59 
 CREDIT AGREEMENT 










					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Haskell County, Oklahoma	  	Book 806, Page 623	  	8/13/12
			
	Kingfisher County, Oklahoma	  	Book 2532, Page 146	  	8/13/12
			
	Latimer County, Oklahoma	  	Book 780, Page 522	  	8/20/12
			
	Leflore County, Oklahoma	  	Book 1841, Page 329	  	8/13/12
			
	Lincoln County, Oklahoma	  	Book 1994, Page 506	  	8/13/12
			
	Logan County, Oklahoma	  	Book 2343, Page 317	  	8/13/12
			
	Major County, Oklahoma	  	Book 1820, Page 487	  	8/13/12
			
	McClain County, Oklahoma	  	Book 2068, Page 456	  	8/13/12
			
	Noble County, Oklahoma	  	Volume 724, Page 526	  	9/10/12
			
	Osage County, Oklahoma	  	Book 1493, Page 924	  	8/14/12
			
	Pittsburg County, Oklahoma	  	Book 1972, Page 258	  	8/14/12
			
	Roger Mills County, Oklahoma	  	Book 2153, Page 100	  	8/15/12
			
	Stephens County, Oklahoma	  	Book 4392, Page 212	  	8/14/12
			
	Washita County, Oklahoma	  	Book 1237, Page 157	  	8/13/12
			
	Woods County, Oklahoma	  	Book 1150, Page 687	  	8/14/12
			
	Woodward County, Oklahoma	  	Book 2188, Page 699	  	8/14/12


  
 ANNEX V -
60 
 CREDIT AGREEMENT 









 (c) Second Amendment and Supplement to Mortgage, Fixture Filing, Assignment of
As-Extracted Collateral, Security Agreement and Financing Statement dated as of April 24, 2013 among Linn Energy Holdings, LLC, Linn Exploration MidContinent, LLC,
Mid-Continent I, LLC and Mid-Continent II, LLC and Wells Fargo Bank, National Association, as Administrative Agent, SAVE AND EXCEPT the property released in items 33,
34, 35, 36, 38 and 53 below, filed as follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Alfalfa County, Oklahoma	  	Book 718, Page 430	  	5/20/13
			
	Beaver County, Oklahoma	  	Book 1289, Page 428	  	5/9/13
			
	Beckham County, Oklahoma	  	Book 2124, Page 109	  	5/16/13
			
	Blaine County, Oklahoma	  	Book 1114, Page 57	  	5/15/13
			
	Caddo County, Oklahoma	  	Book 2887, Page 112	  	5/20/13
			
	Canadian County, Oklahoma	  	Book 4017, Page 935	  	5/17/13
			
	Carter County, Oklahoma	  	Book 5700, Page 70	  	5/17/13
			
	Cimarron County, Oklahoma	  	Book 369, Page 394	  	5/9/13
			
	Creek County, Oklahoma	  	Book 846, Page 924	  	5/9/13
			
	Custer County, Oklahoma	  	Book 1595, Page 231	  	5/10/13
			
	Dewey County, Oklahoma	  	Book 1490, Page 252	  	5/8/13
			
	Ellis County, Oklahoma	  	Book 885, Page 203	  	5/8/13
			
	Garfield County, Oklahoma	  	Book 2138, Page 430	  	5/22/13
			
	Grady County, Oklahoma	  	Book 4616, Page 78	  	5/16/13
			
	Harper County, Oklahoma	  	Book 689, Page 744	  	5/8/13
			
	Haskell County, Oklahoma	  	Book 820, Page 818	  	5/8/13
			
	Kingfisher County, Oklahoma	  	Book 2597, Page 111	  	6/10/13
			
	Latimer County, Oklahoma	  	Book 789, Page 723	  	5/8/13
			
	Leflore County, Oklahoma	  	Book 1869, Page 769	  	5/13/13
			
	Lincoln County, Oklahoma	  	Book 2053, Page 685	  	5/8/13
			
	Logan County, Oklahoma	  	Book 2415, Page 485	  	5/8/13
			
	Major County, Oklahoma	  	Book 1840, Page 128	  	5/8/13
			
	McClain County, Oklahoma	  	Book 2109, Page 363	  	5/8/13
			
	Noble County, Oklahoma	  	Book 739, Page 960	  	5/8/13


  
 ANNEX V -
61 
 CREDIT AGREEMENT 










					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Osage County, Oklahoma	  	Book 1519, Page 255	  	5/9/13
			
	Pittsburg County, Oklahoma	  	Book 2029, Page 137	  	5/8/13
			
	Roger Mills County, Oklahoma	  	Book 2191, Page 433	  	5/17/13
			
	Stephens County, Oklahoma	  	Book 4536, Page 275	  	5/8/13
			
	Washita County, Oklahoma	  	Book 1251, Page 796	  	5/8/13
			
	Woods County, Oklahoma	  	Book 1171, Page 103	  	5/9/13
			
	Woodward County, Oklahoma	  	Book 2212, Page 699	  	5/16/13

 (d) Third Amendment and Supplement to Mortgage, Fixture Filing, Assignment of
As-Extracted Collateral, Security Agreement and Financing Statement dated as of January 8, 2016 among Linn Energy Holdings, LLC, Linn Exploration MidContinent, LLC,
Mid-Continent I, LLC and Mid-Continent II, LLC and Wells Fargo Bank, National Association, as Administrative Agent, filed as follows: 

 

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Alfalfa County, Oklahoma	  	Book 788, Page 531	  	1/29/16
			
	Beaver County, Oklahoma	  	Book 1340, Page 431	  	1/29/16
			
	Blaine County, Oklahoma	  	Book 1201, Page 336	  	2/18/16
			
	Caddo County, Oklahoma	  	Volume 2992, Page 561	  	1/29/16
			
	Canadian County, Oklahoma	  	Book 4372, Page 352	  	2/1/16
			
	Carter County, Oklahoma	  	Book 6206, Page 239	  	2/18/16
			
	Creek County, Oklahoma	  	Book 1015, Page 806	  	1/29/16
			
	Custer County, Oklahoma	  	Book 1696, Page 727	  	2/1/16
			
	Dewey County, Oklahoma	  	Book 1593, Page 258	  	1/29/16
			
	Garfield County, Oklahoma	  	Book 2276, Page 386	  	2/3/16


  
 ANNEX V -
62 
 CREDIT AGREEMENT 










					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Grady County, Oklahoma	  	Book 5005, Page 559	  	1/29/16
			
	Harper County, Oklahoma	  	Book 715, Page 727	  	2/23/16
			
	Haskell County, Oklahoma	  	Book 862, Page 541	  	2/1/16
			
	Kingfisher County, Oklahoma	  	Book 2856, Page 73	  	2/5/16
			
	Latimer County, Oklahoma	  	Book 827, Page 287	  	1/29/16
			
	Leflore County, Oklahoma	  	Book 1960, Page 107	  	2/1/16
			
	Lincoln County, Oklahoma	  	Book 2194, Page 34	  	2/1/16
			
	Logan County, Oklahoma	  	Book 2634, Page 474	  	1/29/16
			
	Major County, Oklahoma	  	Book 1923, Page 214	  	1/29/16
			
	McClain County, Oklahoma	  	Book 2279, Page 95	  	1/29/16
			
	Noble County, Oklahoma	  	Book 792, Page 677	  	2/4/16
			
	Osage County, Oklahoma	  	Book 1607, Page 951	  	2/5/16
			
	Pittsburg County, Oklahoma	  	Book 2219, Page 523	  	2/1/16
			
	Stephens County, Oklahoma	  	Book 5086, Page 279	  	2/4/16
			
	Washita County, Oklahoma	  	Book 1307, Page 113	  	2/1/16
			
	Woods County, Oklahoma	  	Book 1235, Page 198	  	2/1/16
			
	Woodward County, Oklahoma	  	Book 2311, Page 96	  	1/29/16


  
 ANNEX V -
63 
 CREDIT AGREEMENT 









 18. (a) Mortgage, Assignment, Security Agreement, Fixture Filing and Financing Statement (Easements) dated as of
May 10, 2012 from Linn Energy Holdings, LLC, Linn Exploration MidContinent, LLC, Linn Gas Marketing, LLC, Linn Operating, Inc., Mid-Continent I, LLC and
Mid-Continent II, LLC to Wells Fargo Bank, National Association, as Administrative Agent, SAVE AND EXCEPT the property released in items 34, 35, 37 and 38 below, filed as follows: 

 

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Alfalfa County, Oklahoma	  	Book 689, Page 264	  	6/15/12
			
	Beaver County, Oklahoma	  	Book 1270, Page 58	  	6/19/12
			
	Beckham County, Oklahoma	  	Book 2092, Page 159	  	6/7/12
			
	Blaine County, Oklahoma	  	Book 1096, Page 73	  	6/15/12
			
	Caddo County, Oklahoma	  	Volume 2848, Page 761	  	6/13/12
			
	Canadian County, Oklahoma	  	Book 3908, Page 505	  	7/18/12
			
	Carter County, Oklahoma	  	Book 5524, Page 1	  	6/8/12
			
	Cimarron County, Oklahoma	  	Book 363, Page 890	  	6/8/12
			
	Custer County, Oklahoma	  	Book 1559, Page 421	  	6/8/12
			
	Dewey County, Oklahoma	  	Book 1462, Page 8	  	6/15/12
			
	Ellis County, Oklahoma	  	Book 863, Page 895	  	6/11/12
			
	Garfield County, Oklahoma	  	Book 2090, Page 412	  	6/11/12
			
	Garvin County, Oklahoma	  	Book 1990, Page 194	  	7/30/12
			
	Grady County, Oklahoma	  	Book 4500, Page 273	  	6/8/12
			
	Harper County, Oklahoma	  	Book 681, Page 321	  	6/8/12
			
	Haskell County, Oklahoma	  	Book 804, Page 772	  	6/7/12
			
	Kay County, Oklahoma	  	Book 1572, Page 165	  	6/7/12
			
	Kingfisher County, Oklahoma	  	Book 2519, Page 230	  	6/15/12
			
	Latimer County, Oklahoma	  	Book 778, Page 761	  	6/14/12
			
	Lincoln County, Oklahoma	  	Book 1978, Page 226	  	6/7/12
			
	Logan County, Oklahoma	  	Book 2327, Page 1	  	6/14/12
			
	Love County, Oklahoma	  	Book 722, Page 25	  	6/7/12
			
	Major County, Oklahoma	  	Book 1815, Page 121	  	6/7/12


  
 ANNEX V -
64 
 CREDIT AGREEMENT 










					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Noble County, Oklahoma	  	Book 720, Page 904	  	7/9/12
			
	Oklahoma County, Oklahoma	  	Book RE11977, Page 780	  	7/18/12
			
	Osage County, Oklahoma	  	Book 1488, Page 704	  	6/19/12
			
	Pottawatomie County, Oklahoma	  	#201200007824	  	6/7/12
			
	Roger Mills County, Oklahoma	  	Book 2144, Page 296	  	6/25/12
			
	Stephens County, Oklahoma	  	Book 4355, Page 261	  	6/7/12
			
	Texas County, Oklahoma	  	Book 1249, Page 615	  	6/8/12
			
	Woods County, Oklahoma	  	Book 1145, Page 941	  	6/15/12
			
	Woodward County, Oklahoma	  	Book 2183, Page 450	  	6/15/12

 (b) First Amendment and Supplement to Mortgage, Assignment, Security Agreement, Fixture Filing and Financing Statement
(Easements) dated as of July 25, 2012 among Linn Energy Holdings, LLC, Linn Exploration MidContinent, LLC, Linn Gas Marketing, LLC, Linn Operating, Inc., Mid-Continent I, LLC and Mid-Continent II, LLC and Wells Fargo Bank, National Association, as Administrative Agent, SAVE AND EXCEPT the property released in items 34, 35, 37 and 38 below, filed as follows: 

 

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Alfalfa County, Oklahoma	  	Book 695, Page 323	  	8/22/12
			
	Beaver County, Oklahoma	  	Book 1273, Page 750	  	8/15/12
			
	Beckham County, Oklahoma	  	Book 2098, Page 643	  	8/14/12
			
	Blaine County, Oklahoma	  	Book 1099, Page 407	  	8/17/12
			
	Caddo County, Oklahoma	  	Volume 2857, Page 696	  	8/14/12
			
	Canadian County, Oklahoma	  	Book 3921, Page 781	  	8/24/12
			
	Carter County, Oklahoma	  	Book 5559, Page 200	  	8/13/12


  
 ANNEX V -
65 
 CREDIT AGREEMENT 










					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Cimarron County, Oklahoma	  	Book 365, Page 116	  	8/14/12
			
	Custer County, Oklahoma	  	Book 1568, Page 259	  	8/24/12
			
	Dewey County, Oklahoma	  	Book 1466, Page 447	  	8/13/12
			
	Ellis County, Oklahoma	  	Book 867, Page 457	  	8/13/12
			
	Garfield County, Oklahoma	  	Book 2100, Page 271	  	8/16/12
			
	Garvin County, Oklahoma	  	Book 1992, Page 344	  	8/22/12
			
	Grady County, Oklahoma	  	Book 4521, Page 343	  	8/14/12
			
	Harper County, Oklahoma	  	Book 682, Page 471	  	8/13/12
			
	Haskell County, Oklahoma	  	Book 806, Page 614	  	8/13/12
			
	Kay County, Oklahoma	  	Book 1580, Page 993	  	8/22/12
			
	Kingfisher County, Oklahoma	  	Book 2532, Page 135	  	8/13/12
			
	Latimer County, Oklahoma	  	Book 780, Page 513	  	8/20/12
			
	Lincoln County, Oklahoma	  	Book 1994, Page 494	  	8/13/12
			
	Logan County, Oklahoma	  	Book 2343, Page 297	  	8/13/12
			
	Love County, Oklahoma	  	Book 727, Page 270	  	9/4/12
			
	Major County, Oklahoma	  	Book 1820, Page 471	  	8/13/12
			
	Noble County, Oklahoma	  	Book 724, Page 496	  	9/10/12
			
	Oklahoma County, Oklahoma	  	Book RE12002, Page 1209	  	8/15/12
			
	Osage County, Oklahoma	  	Book 1493, Page 915	  	8/14/12
			
	Pottawatomie County, Oklahoma	  	#201200012361	  	8/14/12
			
	Roger Mills County, Oklahoma	  	Book 2153, Page 1	  	8/15/12
			
	Stephens County, Oklahoma	  	Book 4392, Page 183	  	8/14/12


  
 ANNEX V -
66 
 CREDIT AGREEMENT 










					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Texas County, Oklahoma	  	Book 1254, Page 307	  	8/13/12
			
	Woods County, Oklahoma	  	Book 1150, Page 678	  	8/14/12
			
	Woodward County, Oklahoma	  	Book 2188, Page 682	  	8/14/12

 (c) Second Amendment and Supplement to Mortgage, Assignment, Security Agreement, Fixture Filing and Financing Statement
(Easements) dated as of April 24, 2013 among Linn Energy Holdings, LLC, Linn Exploration MidContinent, LLC, Linn Gas Marketing, LLC, Linn Operating, Inc., Mid-Continent I, LLC and Mid-Continent II, LLC and Wells Fargo Bank, National Association, as Administrative Agent, SAVE AND EXCEPT the property released in items 34, 35, 37 and 38 below, filed as follows: 

 

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Alfalfa County, Oklahoma	  	Book 718, Page 443	  	5/20/13
			
	Beaver County, Oklahoma	  	Book 1289, Page 417	  	5/9/13
			
	Beckham County, Oklahoma	  	Book 2124, Page 96	  	5/16/13
			
	Blaine County, Oklahoma	  	Book 1114, Page 44	  	5/15/13
			
	Caddo County, Oklahoma	  	Book 2887, Page 91	  	5/20/13
			
	Canadian County, Oklahoma	  	Book 4017, Page 920	  	5/17/13
			
	Carter County, Oklahoma	  	Book 5700, Page 57	  	5/17/13
			
	Cimarron County, Oklahoma	  	Book 369, Page 383	  	5/9/13
			
	Custer County, Oklahoma	  	Book 1595, Page 217	  	5/10/13
			
	Dewey County, Oklahoma	  	Book 1490, Page 240	  	5/8/13
			
	Ellis County, Oklahoma	  	Book 885, Page 192	  	5/8/13
			
	Garfield County, Oklahoma	  	Book 2138, Page 418	  	5/22/13
			
	Garvin County, Oklahoma	  	Book 2017, Page 50	  	5/8/13
			
	Grady County, Oklahoma	  	Book 4616, Page 64	  	5/16/13


  
 ANNEX V -
67 
 CREDIT AGREEMENT 










					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Harper County, Oklahoma	  	Book 689, Page 731	  	5/8/13
			
	Haskell County, Oklahoma	  	Book 820, Page 807	  	5/8/13
			
	Kay County, Oklahoma	  	Book 1607, Page 475	  	5/8/13
			
	Kingfisher County, Oklahoma	  	Book 2597, Page 136	  	6/10/13
			
	Latimer County, Oklahoma	  	Book 789, Page 712	  	5/8/13
			
	Lincoln County, Oklahoma	  	Book 2053, Page 671	  	5/8/13
			
	Logan County, Oklahoma	  	Book 2415, Page 474	  	5/8/13
			
	Love County, Oklahoma	  	Book 740, Page 683	  	5/8/13
			
	Major County, Oklahoma	  	Book 1840, Page 110	  	5/8/13
			
	Noble County, Oklahoma	  	Book 739, Page 943	  	5/8/13
			
	Oklahoma County, Oklahoma	  	Book RE 12243, Page 265	  	5/13/13
			
	Osage County, Oklahoma	  	Book 1519, Page 244	  	5/9/13
			
	Pottawatomie County, Oklahoma	  	#201300007504	  	5/8/13
			
	Roger Mills County, Oklahoma	  	Book 2191, Page 332	  	5/17/13
			
	Stephens County, Oklahoma	  	Book 4536, Page 262	  	5/8/13
			
	Texas County, Oklahoma	  	Book 1269, Page 29	  	5/8/13
			
	Woods County, Oklahoma	  	Book 1171, Page 92	  	5/9/13
			
	Woodward County, Oklahoma	  	Book 2212, Page 688	  	5/16/13


  
 ANNEX V -
68 
 CREDIT AGREEMENT 









 19. (a) Deed of Trust, Fixture Filing, Assignment, Security Agreement and Financing Statement (Easements) dated
as of May 10, 2012 from Linn Energy Holdings, LLC, Linn Gas Marketing, LLC and Linn Operating, Inc. for the benefit of Wells Fargo Bank, National Association, as Administrative Agent, SAVE AND EXCEPT the property released in items 41, 42, 43,
44, 45, 48 and 58 below, filed as follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Andrews County, Texas	  	Volume 1036, Page 98	  	6/18/12
			
	Carson County, Texas	  	Volume 561, Page 152	  	6/4/12
			
	Hansford County, Texas	  	Volume 392, Page 329	  	6/4/12
			
	Hemphill County, Texas	  	Volume 724, Page 632	  	6/4/12
			
	Hutchinson County, Texas	  	Volume 1710, Page 288	  	6/11/12
			
	Irion County, Texas	  	Volume 197, Page 631	  	6/18/12
			
	Lipscomb County, Texas	  	Volume 513, Page 788	  	6/4/12
			
	Midland County, Texas	  	#2012-11600	  	6/4/12
			
	Moore County, Texas	  	Book 713, Page 399	  	6/4/12
			
	Ochiltree County, Texas	  	Volume 754, Page 430	  	6/4/12
			
	Potter County, Texas	  	Volume 4425, Page 182	  	6/12/12
			
	Wheeler County, Texas	  	Volume 657, Page 1	  	6/4/12

 (b) First Amendment and Supplement to Deed of Trust, Fixture Filing, Assignment, Security Agreement and Financing Statement
(Easements) dated as of July 25, 2012 among Linn Energy Holdings, LLC, Linn Gas Marketing, LLC and Linn Operating, Inc. and Wells Fargo Bank, National Association, as Administrative Agent, SAVE AND EXCEPT the property released in items 41, 42,
43, 44, 45, 48 and 58 below, filed as follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Andrews County, Texas	  	Volume 1040, Page 538	  	8/13/12
			
	Carson County, Texas	  	Volume 565, Page 398	  	8/10/12
			
	Hansford County, Texas	  	Volume 394, Page 145	  	8/10/12
			
	Hemphill County, Texas	  	Volume 728, Page 334	  	8/10/12
			
	Hutchinson County, Texas	  	Volume 1724, Page 116	  	8/10/12
			
	Irion County, Texas	  	Book 198, Page 834	  	8/13/12


  
 ANNEX V -
69 
 CREDIT AGREEMENT 










					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Lipscomb County, Texas	  	Volume 516, Page 290	  	8/10/12
			
	Midland County, Texas	  	#2012-17126	  	8/10/12
			
	Moore County, Texas	  	Book 716, Page 467	  	8/10/12
			
	Ochiltree County, Texas	  	Volume 757, Page 833	  	8/10/12
			
	Potter County, Texas	  	#1220383	  	8/13/12
			
	Wheeler County, Texas	  	Volume 659, Page 725	  	8/10/12

 (c) Second Amendment and Supplement to Deed of Trust, Fixture Filing, Assignment, Security Agreement and Financing Statement
(Easements) dated as of April 24, 2013 among Linn Energy Holdings, LLC, Linn Gas Marketing, LLC and Linn Operating, Inc. and Wells Fargo Bank, National Association, as Administrative Agent, SAVE AND EXCEPT the property released in items 41, 42,
43, 44, 45, 48 and 58 below, filed as follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Andrews County, Texas	  	Volume 1068, Page 724	  	5/7/13
			
	Carson County, Texas	  	Volume 582, Page 29	  	5/6/13
			
	Hansford County, Texas	  	Volume 401, Page 290	  	5/6/13
			
	Hemphill County, Texas	  	Volume 744, Page 661	  	5/6/13
			
	Hutchinson County, Texas	  	Volume 1771, Page 71	  	5/13/13
			
	Irion County, Texas	  	Book 205, Page 737	  	5/13/13
			
	Lipscomb County, Texas	  	Volume 525, Page 221	  	5/6/13
			
	Midland County, Texas	  	#2013-10790	  	5/7/13
			
	Moore County, Texas	  	Book 728, Page 949	  	5/6/13
			
	Ochiltree County, Texas	  	Volume 770, Page 370	  	5/7/13
			
	Potter County, Texas	  	#1235905	  	5/7/13
			
	Wheeler County, Texas	  	Volume 672, Page 813	  	5/20/13


  
 ANNEX V -
70 
 CREDIT AGREEMENT 









 20. (a) Deed of Trust, Fixture Filing, Assignment of As-Extracted
Collateral, Security Agreement and Financing Statement dated as of May 10, 2012 from Linn Energy Holdings, LLC for the benefit of Wells Fargo Bank, National Association, as Administrative Agent, SAVE AND EXCEPT the property released in items
39, 44, 45, 46, 47, 48, 49, 50, 51, 57 and 58 below, filed as follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Andrews County, Texas	  	Volume 1036, Page 69	  	6/18/12
			
	Carson County, Texas	  	Volume 561, Page 183	  	6/4/12
			
	Crane County, Texas	  	Volume 537, Page 367	  	6/4/12
			
	Crockett County, Texas	  	Book 758, Page 739	  	6/4/12
			
	Dawson County, Texas	  	Book 682, Page 371	  	6/4/12
			
	Ector County, Texas	  	#2012-00008566	  	6/6/12
			
	Garza County, Texas	  	Volume 324, Page 731	  	6/4/12
			
	Glasscock County, Texas	  	Book 190, Page 509	  	6/4/12
			
	Gray County, Texas	  	Volume 956, Page 639	  	6/4/12
			
	Hansford County, Texas	  	Volume 392, Page 355	  	6/4/12
			
	Hartley County, Texas	  	Volume 137, Page 179	  	6/4/12
			
	Hemphill County, Texas	  	Volume 724, Page 662	  	6/4/12
			
	Hockley County, Texas	  	Volume 937, Page 149	  	6/4/12
			
	Howard County, Texas	  	Volume 1273, Page 714	  	6/4/12
			
	Hutchinson County, Texas	  	Volume 1711, Page 8	  	6/11/12
			
	Irion County, Texas	  	Volume 197, Page 313	  	6/7/12
			
	Lipscomb County, Texas	  	Volume 513, Page 626	  	6/4/12
			
	Martin County, Texas	  	Volume 340, Page 225	  	6/5/12
			
	Midland County, Texas	  	#2012-11598	  	6/4/12


  
 ANNEX V -
71 
 CREDIT AGREEMENT 










					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Moore County, Texas	  	Book 713, Page 431	  	6/4/12
			
	Ochiltree County, Texas	  	Volume 754, Page 458	  	6/4/12
			
	Oldham County, Texas	  	Volume 216, Page 341	  	6/4/12
			
	Pecos County, Texas	  	Volume 47, Page 410	  	6/4/12
			
	Potter County, Texas	  	Volume 4425, Page 138	  	6/12/12
			
	Roberts County, Texas	  	Volume 268, Page 132	  	6/4/12
			
	Schleicher County, Texas	  	Volume 484, Page 667	  	6/4/12
			
	Shackelford County, Texas	  	Volume 554, Page 552	  	6/4/12
			
	Sherman County, Texas	  	Volume 302, Page 300	  	6/5/12
			
	Stonewall County, Texas	  	Volume 472, Page 974	  	6/4/12
			
	Upton County, Texas	  	Volume 871, Page 466	  	6/5/12
			
	Val Verde County, Texas	  	#00271240	  	6/5/12
			
	Ward County, Texas	  	Volume 936, Page 386	  	6/4/12
			
	Wheeler County, Texas	  	Volume 656, Page 870	  	6/4/12
			
	Winkler County, Texas	  	#C8515	  	6/4/12

 (b) First Amendment and Supplement to Deed of Trust, Fixture Filing, Assignment of
As-Extracted Collateral, Security Agreement and Financing Statement dated as of July 25, 2012 between Linn Energy Holdings, LLC and Wells Fargo Bank, National Association, as Administrative Agent, SAVE
AND EXCEPT the property released in items 39, 44, 45, 46, 47, 48, 49, 50, 51, 57 and 58 below, filed as follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Andrews County, Texas	  	Volume 1040, Page 544	  	8/13/12
			
	Carson County, Texas	  	Volume 565, Page 390	  	8/10/12
			
	Crane County, Texas	  	Volume 539, Page 561	  	8/10/12


  
 ANNEX V -
72 
 CREDIT AGREEMENT 










					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Crockett County, Texas	  	Book 762, Page 667	  	8/13/12
			
	Dawson County, Texas	  	Book 687, Page 786	  	8/10/12
			
	Ector County, Texas	  	#2012-00012367	  	8/10/12
			
	Garza County, Texas	  	Volume 326, Page 427	  	8/13/12
			
	Glasscock County, Texas	  	Book 195, Page 518	  	8/10/12
			
	Gray County, Texas	  	Volume 961, Page 155	  	8/10/12
			
	Hansford County, Texas	  	Volume 394, Page 138	  	8/10/12
			
	Hartley County, Texas	  	Volume 139, Page 708	  	8/10/12
			
	Hemphill County, Texas	  	Volume 728, Page 340	  	8/10/12
			
	Hockley County, Texas	  	Volume 943, Page 525	  	8/10/12
			
	Howard County, Texas	  	Volume 1285, Page 451	  	8/10/12
			
	Hutchinson County, Texas	  	Volume 1724, Page 109	  	8/10/12
			
	Irion County, Texas	  	Book 198, Page 827	  	8/13/12
			
	Lipscomb County, Texas	  	Volume 516, Page 283	  	8/10/12
			
	Martin County, Texas	  	Volume 346, Page 746	  	8/10/12
			
	Midland County, Texas	  	#2012-17125	  	8/10/12
			
	Moore County, Texas	  	Book 716, Page 460	  	8/10/12
			
	Ochiltree County, Texas	  	Volume 757, Page 826	  	8/10/12
			
	Oldham County, Texas	  	Volume 217, Page 185	  	8/13/12
			
	Pecos County, Texas	  	Volume 52, Page 164	  	8/10/12
			
	Potter County, Texas	  	#1220382	  	8/13/12
			
	Roberts County, Texas	  	Volume 270, Page 304	  	8/22/12
			
	Schleicher County, Texas	  	Volume 486, Page 155	  	8/10/12


  
 ANNEX V -
73 
 CREDIT AGREEMENT 










					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Shackelford County, Texas	  	Volume 555, Page 900	  	8/10/12
			
	Sherman County, Texas	  	Volume 303, Page 464	  	8/10/12
			
	Stonewall County, Texas	  	Volume 474, Page 410	  	8/13/12
			
	Upton County, Texas	  	Volume 876, Page 277	  	8/13/12
			
	Val Verde County, Texas	  	#00272470	  	8/10/12
			
	Ward County, Texas	  	Volume 942, Page 351	  	8/10/12
			
	Wheeler County, Texas	  	Volume 659, Page 718	  	8/10/12
			
	Winkler County, Texas	  	#C8993	  	8/13/12

 (c) Second Amendment and Supplement to Deed of Trust, Fixture Filing, Assignment of
As-Extracted Collateral, Security Agreement and Financing Statement dated as of April 24, 2013 between Linn Energy Holdings, LLC and Wells Fargo Bank, National Association, as Administrative Agent, SAVE
AND EXCEPT the property released in items 39, 44, 45, 46, 47, 48, 49, 50, 51, 57 and 58 below, filed as follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Andrews County, Texas	  	Volume 1068, Page 715	  	5/7/13
			
	Carson County, Texas	  	Volume 582, Page 19	  	5/6/13
			
	Crane County, Texas	  	Volume 550, Page 208	  	5/6/13
			
	Crockett County, Texas	  	Book 775, Page 544	  	5/8/13
			
	Dawson County, Texas	  	Book 706, Page 435	  	5/6/13
			
	Ector County, Texas	  	#2013-00007428	  	5/7/13
			
	Garza County, Texas	  	Volume 331, Page 357	  	5/6/13
			
	Glasscock County, Texas	  	Book 217, Page 550	  	5/6/13
			
	Gray County, Texas	  	Volume 976, Page 124	  	5/14/13
			
	Hansford County, Texas	  	Volume 401, Page 281	  	5/6/13


  
 ANNEX V -
74 
 CREDIT AGREEMENT 










					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Hartley County, Texas	  	Volume 147, Page 207	  	5/6/13
			
	Hemphill County, Texas	  	Volume 744, Page 652	  	5/6/13
			
	Hockley County, Texas	  	Volume 965, Page 270	  	5/7/13
			
	Howard County, Texas	  	Volume 1329, Page 360	  	5/6/13
			
	Hutchinson County, Texas	  	Volume 1771, Page 104	  	5/13/13
			
	Irion County, Texas	  	Book 205, Page 728	  	5/13/13
			
	Lipscomb County, Texas	  	Volume 525, Page 212	  	5/6/13
			
	Martin County, Texas	  	Volume 372, Page 750	  	5/13/13
			
	Midland County, Texas	  	#2013-10789	  	5/7/13
			
	Moore County, Texas	  	Book 728, Page 939	  	5/6/13
			
	Ochiltree County, Texas	  	Volume 770, Page 361	  	5/7/13
			
	Oldham County, Texas	  	Volume 221, Page 495	  	5/6/13
			
	Pecos County, Texas	  	Volume 76, Page 758	  	5/6/13
			
	Potter County, Texas	  	#1235904	  	5/7/13
			
	Roberts County, Texas	  	Volume 281, Page 122	  	5/17/13
			
	Schleicher County, Texas	  	Volume 490, Page 886	  	5/6/13
			
	Shackelford County, Texas	  	Volume 561, Page 109	  	5/6/13
			
	Sherman County, Texas	  	Volume 308, Page 187	  	5/6/13
			
	Stonewall County, Texas	  	Volume 480, Page 27	  	5/6/13
			
	Upton County, Texas	  	Volume 891, Page 802	  	5/6/13
			
	Val Verde County, Texas	  	#00277081	  	5/6/13
			
	Ward County, Texas	  	Volume 967, Page 301	  	5/6/13
			
	Wheeler County, Texas	  	Volume 672, Page 804	  	5/20/13
			
	Winkler County, Texas	  	#C10895	  	5/7/13


  
 ANNEX V -
75 
 CREDIT AGREEMENT 









 (d) Third Amendment and Supplement to Deed of Trust, Fixture Filing, Assignment of
As-Extracted Collateral, Security Agreement and Financing Statement dated as of May 30, 2014 between Linn Energy Holdings, LLC and Wells Fargo Bank, National Association, as Administrative Agent, SAVE AND
EXCEPT the property released in item 39 below, filed as follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Ector County, Texas	  	#2014-00008860	  	6/17/14

 (e) Fourth Amendment and Supplement to Deed of Trust, Fixture Filing, Assignment of
As-Extracted Collateral, Security Agreement and Financing Statement dated as of February 5, 2015 between Linn Energy Holdings, LLC and Wells Fargo Bank, National Association, as Administrative Agent,
filed as follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Martin County, Texas	  	Volume 445, Page 538	  	4/7/15

 (f) Fifth Amendment and Supplement to Deed of Trust, Fixture Filing, Assignment of
As-Extracted Collateral, Security Agreement and Financing Statement dated as of January 8, 2016 between Linn Energy Holdings, LLC and Wells Fargo Bank, National Association, as Administrative Agent, filed
as follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Andrews County, Texas	  	#16-0297	  	1/28/16
			
	Carson County, Texas	  	Volume 648, Page 139	  	1/29/16
			
	Crane County, Texas	  	Volume 582, Page 642	  	1/28/16
			
	Crockett County, Texas	  	Book 820, Page 598	  	1/28/16
			
	Dawson County, Texas	  	Book 783, Page 105	  	1/29/16
			
	Ector County, Texas	  	#2016-00001423	  	2/1/16


  
 ANNEX V -
76 
 CREDIT AGREEMENT 










					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Garza County, Texas	  	Volume 349, Page 369	  	1/29/16
			
	Glasscock County, Texas	  	Volume 305, Page 225	  	1/28/16
			
	Gray County, Texas	  	#0208434	  	1/29/16
			
	Hansford County, Texas	  	Volume 430, Page 430	  	1/29/16
			
	Hartley County, Texas	  	#2016106878	  	1/29/16
			
	Hockley County, Texas	  	Volume 1035, Page 103	  	1/29/16
			
	Howard County, Texas	  	Volume 1513, Page 528	  	1/28/16
			
	Hutchinson County, Texas	  	Volume 1913, Page 268	  	2/1/16
			
	Irion County, Texas	  	Book 234, Page 1088	  	2/1/16
			
	Martin County, Texas	  	Volume 485, Page 737	  	1/28/16
			
	Moore County, Texas	  	Book 771, Page 530	  	1/29/16
			
	Oldham County, Texas	  	Volume 234, Page 566	  	1/29/16
			
	Pecos County, Texas	  	Volume 174, Page 770	  	1/28/16
			
	Potter County, Texas	  	#1287482	  	2/1/16
			
	Schleicher County, Texas	  	Volume 504, Page 316	  	1/29/16
			
	Sherman County, Texas	  	Volume 321, Page 658	  	1/29/16
			
	Val Verde County, Texas	  	#00293784	  	1/28/16
			
	Ward County, Texas	  	Volume 1066, Page 226	  	1/28/16
			
	Winkler County, Texas	  	#C17327	  	1/28/16


  
 ANNEX V -
77 
 CREDIT AGREEMENT 









 21. (a) Mortgage, Line of Credit Mortgage, Deed of Trust, Fixture Filing, Assignment of As-Extracted Collateral, Security Agreement and Financing Statement dated as of February 28, 2013 from Linn Energy Holdings, LLC in favor of Wells Fargo Bank, National Association, as Administrative Agent, SAVE
AND EXCEPT the property released in items 39, 45, 50, 51, 56 and 58 below, filed as follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Eddy County, New Mexico	  	Book 928, Page 238	  	3/25/13
			
	Lea County, New Mexico	  	Book 1827, Page 464	  	3/25/13
			
	Cherokee County, Texas	  	Volume 2160, Page 76	  	3/25/13
			
	Hemphill County, Texas	  	Volume 741, Page 745	  	3/26/13
			
	Howard County, Texas	  	Volume 1322, Page 20	  	3/25/13
			
	Smith County, Texas	  	#2013-00013035	  	3/25/13
			
	Wheeler County, Texas	  	Volume 670, Page 265	  	3/25/13
			
	Sublette County, Wyoming	  	Book 196, Page 253	  	3/11/13

 (b) First Amendment to Mortgage, Line of Credit Mortgage, Deed of Trust, Fixture Filing, Assignment of As-Extracted Collateral, Security Agreement and Financing Statement dated as of April 24, 2013 between Linn Energy Holdings, LLC and Wells Fargo Bank, National Association, as Administrative Agent, SAVE AND
EXCEPT the property released in items 39, 45, 50, 51, 56 and 58 below, filed as follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Eddy County, New Mexico	  	Book 934, Page 128	  	5/8/13
			
	Lea County, New Mexico	  	Book 1834, Page 738	  	5/7/13
			
	Cherokee County, Texas	  	Volume 2168, Page 129	  	5/9/13
			
	Hemphill County, Texas	  	Volume 744, Page 646	  	5/6/13
			
	Howard County, Texas	  	Volume 1329, Page 353	  	5/6/13
			
	Smith County, Texas	  	#2013-00021346	  	5/9/13
			
	Wheeler County, Texas	  	Volume 672, Page 798	  	5/20/13
			
	Sublette County, Wyoming	  	Book 149 O&G, Page 306	  	5/10/13

 (c) Second Amendment to Mortgage, Line of Credit Mortgage, Deed of Trust, Fixture Filing, Assignment of As-Extracted Collateral, Security Agreement and Financing Statement dated as of December 16, 2014 between Linn Energy Holdings, LLC and Wells Fargo Bank, National Association, as Administrative Agent, filed as
follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Sublette County, Wyoming	  	Book 155 O&G, Page 742	  	1/6/15


  
 ANNEX V -
78 
 CREDIT AGREEMENT 









 (d) Third Amendment and Supplement to Mortgage, Line of Credit Mortgage, Deed of Trust, Fixture Filing,
Assignment of As-Extracted Collateral, Security Agreement and Financing Statement dated as of February 5, 2015 between Linn Energy Holdings, LLC and Wells Fargo Bank, National Association, as
Administrative Agent, filed as follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Eddy County, New Mexico	  	Book 1018, Page 429	  	4/20/15
			
	Lea County, New Mexico	  	Book 1953, Page 461	  	4/13/15

 (e) Fourth Amendment and Supplement to Mortgage, Line of Credit Mortgage, Deed of Trust, Fixture Filing, Assignment of As-Extracted Collateral, Security Agreement and Financing Statement dated as of January 8, 2016 between Linn Energy Holdings, LLC and Wells Fargo Bank, National Association, as Administrative Agent, filed as
follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Eddy County, New Mexico	  	Book 1055, Page 261	  	2/1/16
			
	Lea County, New Mexico	  	Book 2003, Page 889	  	2/1/16
			
	Cherokee County, Texas	  	Volume 2307, Page 676	  	1/29/16
			
	Howard County, Texas	  	Volume 1513, Page 577	  	1/28/16
			
	Smith County, Texas	  	#20160100004225	  	1/29/16
			
	Sublette County, Wyoming	  	Book 157 O&G, Page 686	  	2/2/16


  
 ANNEX V -
79 
 CREDIT AGREEMENT 









 22. (a) Mortgage, Line of Credit Mortgage, Deed of Trust, Fixture Filing, Assignment of As-Extracted Collateral, Security Agreement and Financing Statement dated as of April 23, 2013 from Linn Energy Holdings, LLC in favor of Wells Fargo Bank, National Association, as Administrative Agent, filed
as follows: 
  

					
	 
JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Dunn County, North Dakota	  	#3065630	  	5/17/13
			
	McKenzie County, North Dakota	  	#451617	  	5/24/13
			
	Mountrail County, North Dakota	  	#400381	  	5/20/13
			
	Williams County, North Dakota	  	#765074	  	7/31/13

 (b)    First Amendment and Supplement to Mortgage, Line of Credit Mortgage, Deed of Trust, Fixture Filing,
Assignment of As-Extracted Collateral, Security Agreement and Financing Statement dated as of February 5, 2015 between Linn Energy Holdings, LLC and Wells Fargo Bank, National Association, as
Administrative Agent, filed as follows: 
  

					
	 
JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Dunn County, North Dakota	  	#3075757	  	4/10/15
			
	McKenzie County, North Dakota	  	#480012	  	4/14/15
			
	Mountrail County, North Dakota	  	#418257	  	5/4/15
			
	Williams County, North Dakota	  	#804611	  	4/14/15

 (c)    Second Amendment and Supplement to Mortgage, Line of Credit Mortgage, Deed of Trust, Fixture
Filing, Assignment of As-Extracted Collateral, Security Agreement and Financing Statement dated as of January 8, 2016 between Linn Energy Holdings, LLC and Wells Fargo Bank, National Association, as
Administrative Agent, filed as follows: 
  

					
	 
JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Dunn County, North Dakota	  	#3079108	  	2/10/16
			
	McKenzie County, North Dakota	  	#489323	  	2/1/16


  
 ANNEX V -
80 
 CREDIT AGREEMENT 










					
	 
JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Mountrail County, North Dakota	  	#423678	  	2/29/16
			
	Williams County, North Dakota	  	#818421	  	1/29/16

 23.    Certified Certificate of Amendment of Linn Gas Marketing, LLC changing its name to Linn Midstream,
LLC, filed as follows: 
  

					
	 
JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Alfalfa County, Oklahoma	  	Book 733, Page 269	  	11/8/13
			
	Beaver County, Oklahoma	  	Book 1301, Page 266	  	11/12/13
			
	Beckham County, Oklahoma	  	Book 2141, Page 967	  	11/8/13
			
	Blaine County, Oklahoma	  	Book 1124, Page 19	  	11/8/13
			
	Caddo County, Oklahoma	  	Volume 2910, Page 546	  	11/8/13
			
	Canadian County, Oklahoma	  	Book 4093, Page 679	  	12/10/13
			
	Carter County, Oklahoma	  	Book 5799, Page 113	  	11/12/13
			
	Cimarron County, Oklahoma	  	Book 371, Page 738	  	11/12/13
			
	Custer County, Oklahoma	  	Book 1613, Page 218	  	11/12/13
			
	Dewey County, Oklahoma	  	Book 1505, Page 271	  	11/8/13
			
	Ellis County, Oklahoma	  	Book 895, Page 183	  	11/8/13
			
	Garfield County, Oklahoma	  	Book 2165, Page 529	  	12/10/13
			
	Garvin County, Oklahoma	  	Book 2038, Page 224	  	11/8/13
			
	Grady County, Oklahoma	  	Book 4686, Page 79	  	11/8/13
			
	Harper County, Oklahoma	  	Book 693, Page 299	  	11/8/13
			
	Haskell County, Oklahoma	  	Book 831, Page 89	  	11/8/13


  
 ANNEX V -
81 
 CREDIT AGREEMENT 










					
	 
JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Kay County, Oklahoma	  	Book 1626, Page 868	  	11/8/13
			
	Kingfisher County, Oklahoma	  	Book 2643, Page 19	  	11/8/13
			
	Latimer County, Oklahoma	  	Book 798, Page 120	  	11/8/13
			
	Lincoln County, Oklahoma	  	Book 2081, Page 89	  	11/8/13
			
	Logan County, Oklahoma	  	Book 2462, Page 457	  	11/8/13
			
	Love County, Oklahoma	  	Book 754, Page 273	  	11/12/13
			
	Major County, Oklahoma	  	Book 1855, Page 352	  	11/8/13
			
	Noble County, Oklahoma	  	Book 752, Page 138	  	11/8/13
			
	Oklahoma County, Oklahoma	  	Book RE 12401, Page 1922	  	11/8/13
			
	Osage County, Oklahoma	  	Book 1537, Page 520	  	11/8/13
			
	Pottawatomie County, Oklahoma	  	#201300018773	  	11/8/13
			
	Roger Mills County, Oklahoma	  	Book 2219, Page 53	  	11/8/13
			
	Stephens County, Oklahoma	  	Book 4640, Page 102	  	11/8/13
			
	Texas County, Oklahoma	  	Book 1281, Page 681	  	11/12/13
			
	Woods County, Oklahoma	  	Book 1185, Page 278	  	11/8/13
			
	Woodward County, Oklahoma	  	Book 2227, Page 256	  	11/8/13
			
	Andrews County, Texas	  	Volume 1089, Page 526	  	11/12/13
			
	Carson County, Texas	  	Volume 596, Page 99	  	11/12/13
			
	Hansford County, Texas	  	Volume 407, Page 601	  	11/12/13
			
	Hemphill County, Texas	  	Volume 756, Page 210	  	11/12/13
			
	Hutchinson County, Texas	  	Volume 1799, Page 93	  	11/12/13
			
	Irion County, Texas	  	Volume 211, Page 645	  	11/12/13


  
 ANNEX V -
82 
 CREDIT AGREEMENT 










					
	 
JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Lavaca County, Texas	  	Volume 632, Page 264	  	11/8/13
			
	Lipscomb County, Texas	  	Volume 531, Page 745	  	11/12/13
			
	Midland County, Texas	  	#2013-26898	  	11/12/13
			
	Moore County, Texas	  	Volume 738, Page 731	  	11/12/13
			
	Ochiltree County, Texas	  	#2013-104011	  	11/12/13
			
	Potter County, Texas	  	#1246896	  	11/18/13
			
	Sherman County, Texas	  	Volume 311, Page 116	  	12/20/13
			
	Wheeler County, Texas	  	Volume 680, Page 163	  	11/12/13

 24.    Mortgage, Line of Credit Mortgage, Deed of Trust, Fixture Filing, Assignment of As-Extracted Collateral, Security Agreement and Financing Statement dated as of May 30, 2014 from Linn Energy Holdings, LLC in favor of Wells Fargo Bank, National Association, as Administrative Agent, filed as
follows: 
  

					
	 
JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Natrona County, Wyoming	  	#973319	  	6/19/14

 25.    (a) Mortgage, Deed of Trust, Fixture Filing, Assignment of
As-Extracted Collateral, Security Agreement and Financing Statement dated as of December 16, 2014 from Linn Energy Holdings, LLC for the benefit of Wells Fargo Bank, National Association, as
Administrative Agent, SAVE AND EXCEPT the property released in items 25(b) and 55 below, filed as follows: 
  

					
	 
JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Coal County, Oklahoma	  	Book 817, Page 625	  	1/9/15
			
	Hughes County, Oklahoma	  	Book 1306, Page 1	  	1/8/15
			
	Pittsburg County, Oklahoma	  	Book 2144, Page 236	  	1/6/15
			
	Brooks County, Texas	  	Volume 342, Page 474	  	1/12/15


  
 ANNEX V -
83 
 CREDIT AGREEMENT 










					
	 
JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Colorado County, Texas	  	Volume 771, Page 466	  	1/5/15
			
	Duval County, Texas	  	Volume 607, Page 500	  	1/5/15
			
	Freestone County, Texas	  	Volume 1649, Page 118	  	1/20/15
			
	Galveston County, Texas	  	#2015000720	  	1/6/15
			
	Hidalgo County, Texas	  	#2015-2575997	  	1/6/15
			
	Jasper County, Texas	  	Volume 1023, Page 421	  	1/5/15
			
	Jim Hogg County, Texas	  	Book 120, Page 339	  	1/9/15
			
	Jim Wells County, Texas	  	Volume 1240, Page 459	  	1/6/15
			
	Liberty County, Texas	  	#2015000127	  	1/6/15
			
	Limestone County, Texas	  	 #20150049; re-recorded as

#20150123 to correct recording sequence
	  	1/8/15; re-recorded 1/15/15
			
	Marion County, Texas	  	Volume 898, Page 153	  	1/5/15
			
	Matagorda County, Texas	  	#2015-40	  	1/5/15
			
	Montgomery County, Texas	  	#PI-145-2015001284-187	  	1/6/15
			
	Nueces County, Texas	  	#2015000566	  	1/7/15
			
	Orange County, Texas	  	#414912	  	1/9/15
			
	Polk County, Texas	  	Volume 1980, Page 1	  	1/9/15
			
	Robertson County, Texas	  	Volume 1254, Page 7	  	1/12/15
			
	Starr County, Texas	  	Volume 1435, Page 176	  	1/5/15
			
	Upshur County, Texas	  	Volume 1174, Page 325	  	1/21/15
			
	Victoria County, Texas	  	#201500220	  	1/7/15
			
	Webb County, Texas	  	Volume 3730, Page 78	  	1/13/15
			
	Wharton County, Texas	  	Book 976, Page 539	  	1/5/15


  
 ANNEX V -
84 
 CREDIT AGREEMENT 










					
	 
JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Zapata County, Texas	  	Volume 955, Page 796	  	1/5/15
			
	Carbon County, Utah	  	Book 836, Page 4	  	1/9/15
			
	Duchesne County, Utah	  	Book M431, Page 428	  	12/31/14
			
	Emery County, Utah	  	#409049	  	1/8/15
			
	Uintah County, Utah	  	Book 1417, Page 1	  	1/14/15
			
	Carbon County, Wyoming	  	Book 1264, Page 204	  	1/13/15
			
	Sweetwater County, Wyoming	  	Book 1208, Page 1618	  	1/5/15

 (b)    Partial Release of Liens by Wells Fargo Bank, National Association dated October 6, 2015 with
respect to item 25(a) above, filed as follows: 
  

					
	 
JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Polk County, Texas	  	#2015-2017-991	  	10/14/15

 (c)    First Amendment and Supplement to Mortgage, Deed of Trust, Fixture Filing, Assignment of As-Extracted Collateral, Security Agreement and Financing Statement dated as of January 8, 2016 between Linn Energy Holdings, LLC and Wells Fargo Bank, National Association, as Administrative Agent, filed as
follows: 
  

					
	 
JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Coal County, Oklahoma	  	Book 839, Page 78	  	2/8/16
			
	Hughes County, Oklahoma	  	Book 1338, Page 1	  	2/1/16
			
	Pittsburg County, Oklahoma	  	Book 2219, Page 491	  	2/1/16
			
	Brooks County, Texas	  	Volume 351, Page 788	  	2/25/16
			
	Colorado County, Texas	  	Volume 801, Page 688	  	1/28/16
			
	Duval County, Texas	  	Volume 627, Page 738	  	2/5/16
			
	Freestone County, Texas	  	Volume 1681, Page 861	  	2/1/16


  
 ANNEX V -
85 
 CREDIT AGREEMENT 










					
	 
JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Galveston County, Texas	  	#2016004815	  	1/27/16
			
	Hidalgo County, Texas	  	#2683085	  	2/5/16
			
	Jasper County, Texas	  	Volume 1055, Page 933	  	1/29/16
			
	Jim Hogg County, Texas	  	Book 125, Page 796	  	2/19/16
			
	Jim Wells County, Texas	  	Volume 1272, Page 254	  	2/1/16
			
	Liberty County, Texas	  	#2016001445	  	1/29/16
			
	Limestone County, Texas	  	#20160284	  	1/28/16
			
	Marion County, Texas	  	Volume 917, Page 417	  	1/29/16
			
	Matagorda County, Texas	  	#2016-481	  	1/27/16
			
	Montgomery County, Texas	  	#PI-145-2016007180	  	1/28/16
			
	Nueces County, Texas	  	#2016004100	  	2/1/16
			
	Robertson County, Texas	  	Volume 1283, Page 173	  	1/28/16
			
	Starr County, Texas	  	Volume 1469, Page 132	  	1/28/16
			
	Upshur County, Texas	  	Volume 1232, Page 541	  	1/28/16
			
	Victoria County, Texas	  	#201601129	  	2/1/16
			
	Webb County, Texas	  	Volume 3917, Page 520	  	1/28/16
			
	Wharton County, Texas	  	Book 1011, Page 608	  	1/28/16
			
	Zapata County, Texas	  	Volume 974, Page 604	  	2/1/16
			
	Carbon County, Utah	  	Book 858, Page 194	  	2/9/16
			
	Duchesne County, Utah	  	#491582	  	2/8/16
			
	Emery County, Utah	  	#411724	  	2/1/16
			
	Uintah County, Utah	  	Book 1462, Page 664	  	1/29/16
			
	Carbon County, Wyoming	  	Book 1282, Page 153	  	1/29/2016


  
 ANNEX V -
86 
 CREDIT AGREEMENT 










					
	 
JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Sweetwater County, Wyoming	  	Book 1213, Page 177	  	1/29/16

 26.    (a) Deed of Trust, Fixture Filing, Assignment of
As-Extracted Collateral, Security Agreement and Financing Statement dated as of February 5, 2015 from Linn Energy Holdings, LLC for the benefit of Wells Fargo Bank, National Association, as Administrative
Agent, filed as follows: 
  

					
	 
JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Kern County, California	  	#0215048816	  	4/22/15

 (b)    First Amendment and Supplement to Deed of Trust, Fixture Filing, Assignment of As-Extracted Collateral, Security Agreement and Financing Statement dated as of January 8, 2016 between Linn Energy Holdings, LLC and Wells Fargo Bank, National Association, as Administrative Agent, filed as
follows: 
  

					
	 
JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Kern County, California	  	#216027298	  	3/4/16

 27.    (a) Mortgage, Line of Credit Mortgage, Deed of Trust, Fixture Filing, Assignment of As-Extracted Collateral, Security Agreement and Financing Statement dated as of February 5, 2015 from Linn Energy Holdings, LLC in favor of Wells Fargo Bank, National Association, as Administrative Agent, filed
as follows: 
  

					
	 
JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Bowman County, North Dakota	  	#178239	  	4/7/15

 (b)    First Amendment and Supplement to Mortgage, Line of Credit Mortgage, Deed of Trust, Fixture Filing,
Assignment of As-Extracted Collateral, Security Agreement and Financing Statement dated as of January 8, 2016 between Linn Energy Holdings, LLC and Wells Fargo Bank, National Association, as
Administrative Agent, filed as follows: 

  
 ANNEX V -
87 
 CREDIT AGREEMENT 










					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Bowman County, North Dakota	  	#179495	  	2/8/16

 28.    (a) Mortgage, Fixture Filing, Assignment of As-Extracted
Collateral, Security Agreement and Financing Statement dated as of February 5, 2015 from Linn Energy Holdings, LLC to Wells Fargo Bank, National Association, as Administrative Agent, filed as follows: 

 

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Coal County, Oklahoma	  	Book 821, Page 217	  	4/20/15
			
	Hughes County, Oklahoma	  	Book 1315, Page 814	  	4/21/15
			
	Washita County, Oklahoma	  	Book 1292, Page 758	  	4/20/15

 (b)    First Amendment and Supplement to Mortgage, Fixture Filing, Assignment of As-Extracted Collateral, Security Agreement and Financing Statement dated as of January 8, 2016 between Linn Energy Holdings, LLC and Wells Fargo Bank, National Association, as Administrative Agent, filed as
follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Coal County, Oklahoma	  	Book 839, Page 93	  	2/8/16
			
	Hughes County, Oklahoma	  	Book 1338, Page 20	  	2/1/16
			
	Washita County, Oklahoma	  	Book 1307, Page 64	  	2/1/16

 29.    Mortgage, Line of Credit Mortgage, Deed of Trust, Fixture Filing, Assignment of As-Extracted Collateral, Security Agreement and Financing Statement dated as of January 15, 2016 from Linn Energy Holdings, LLC to Wells Fargo Bank, National Association, as Administrative Agent, filed as
follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Grant County, Kansas	  	Book 284, Page 1	  	2/4/16
			
	Stanton County, Kansas	  	Book 80, Page 15	  	2/5/16
			
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Stevens County, Kansas	  	Book 305, Page 1	  	2/8/16


  
 ANNEX V -
88 
 CREDIT AGREEMENT 









 30.    UCC Financing Statements with Linn Energy Holdings, LLC, as debtor and Wells Fargo
Bank, National Association, as Administrative Agent, as secured party, with respect to item 29 above, filed as follows: 
  

					
	 
JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Grant County, Kansas	  	UCC # 16-01	  	2/4/16
			
	Stanton County, Kansas	  	Book 23, Page 152	  	2/5/16
			
	Stevens County, Kansas	  	#133	  	2/8/16

 31.    Mortgage, Line of Credit Mortgage, Deed of Trust, Fixture Filing, Assignment of As-Extracted Collateral, Security Agreement and Financing Statement dated as of January 8, 2016 from Linn Energy Holdings, LLC to Wells Fargo Bank, National Association, as Administrative Agent, filed as
follows: 
  

					
	 
JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Marion County, Illinois	  	#2016R00483	  	2/3/16
			
	Wayne County, Illinois	  	#2016-00000521	  	1/29/16
			
	Beauregard Parish, Louisiana	  	Book 767, Page 702	  	2/1/16
			
	Bienville Parish, Louisiana	  	#20160176	  	1/25/16
			
	Bossier Parish, Louisiana	  	#1136218	  	1/26/16
			
	Claiborne Parish, Louisiana	  	Book 730, Page 240	  	1/25/16
			
	Jackson Parish, Louisiana	  	#407304	  	1/25/16
			
	Lafourche Parish, Louisiana	  	Book 1765, Page 208	  	2/2/16
			
	Lincoln Parish, Louisiana	  	#F158299, MOB 1120, Page 658	  	1/25/16


  
 ANNEX V -
89 
 CREDIT AGREEMENT 










					
	 
JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Ouachita Parish, Louisiana	  	#1695742, Book 3423, Page 589	  	2/5/16
			
	Plaquemines Parish, Louisiana	  	#2016-00000306, Book 678, Page 304	  	1/25/16
			
	St. Mary Parish, Louisiana	  	#333143, Book 1462, Page 50	  	1/25/16
			
	Terrebonne Parish, Louisiana	  	#1499151, Book 2802, Page 611	  	1/25/16
			
	Vermilion Parish, Louisiana	  	#2016000791-MO	  	1/26/16
			
	Webster Parish, Louisiana	  	#557433, Book 880, Page 632	  	2/1/16
			
	Winn Parish, Louisiana	  	#216836, Book 292, Page 411	  	1/25/16
			
	Alcona County, Michigan	  	Liber 520, Page 1105	  	1/29/16
			
	Alpena County, Michigan	  	Liber 511, Page 738	  	2/1/16
			
	Antrim County, Michigan	  	#201600000738	  	2/1/16
			
	Crawford County, Michigan	  	Liber 725, Page 550	  	1/29/16
			
	Grand Traverse County, Michigan	  	#2016R-01739	  	1/29/16
			
	Kalkaska County, Michigan	  	#3128537	  	2/11/16
			
	Macomb County, Michigan	  	Liber 23849, Page 161	  	1/29/2016
			
	Mason County, Michigan	  	#2016R00945	  	2/29/16
			
	Montmorency County, Michigan	  	Liber 352, Page 749	  	1/29/16
			
	Oakland County, Michigan	  	Liber 49057, Page 41	  	1/29/2016
			
	Oceana County, Michigan	  	Liber 2016, Page 1722	  	1/29/16
			
	Ogemaw County, Michigan	  	#3132305	  	1/29/16
			
	Osceola County, Michigan	  	Liber 952, Page 402	  	1/29/16
			
	Oscoda County, Michigan	  	#216-00173	  	2/2/16


  
 ANNEX V -
90 
 CREDIT AGREEMENT 










					
	 
JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Otsego County, Michigan	  	Liber 1395, Page 1	  	2/1/16
			
	Wexford County, Michigan	  	Liber 676, Page 2403	  	2/1/16
			
	Payne County, Oklahoma	  	Book 2306, Page 933	  	1/29/16
			
	Harding County, South Dakota	  	Book 141 O&G, Page 224	  	2/1/16
			
	Austin County, Texas	  	#160407	  	1/28/16
			
	Fayette County, Texas	  	Volume 1762, Page 874	  	1/28/16
			
	Fort Bend County, Texas	  	#2016008674	  	1/27/16
			
	Goliad County, Texas	  	Volume 435, Page 326	  	2/12/16
			
	Hardin County, Texas	  	#2016-62375	  	2/9/16
			
	Harris County, Texas	  	#RP-2016-37565	  	1/28/16
			
	Henderson County, Texas	  	#2016-00001062	  	1/28/16
			
	Jefferson County, Texas	  	#2016002714	  	1/28/16
			
	Kenedy County, Texas	  	Volume 66, Page 306	  	2/1/16
			
	Leon County, Texas	  	Volume 1658, Page 282	  	1/29/16
			
	San Jacinto County, Texas	  	#20160594	  	1/29/16
			
	Wood County, Texas	  	#2016-00001130	  	1/29/16

 32.    UCC Financing Statement with Linn Energy Holdings, LLC, as debtor and Wells Fargo Bank, National
Association, as Administrative Agent, as secured party, with respect to item 31 above, filed as follows: 
  

					
	 
JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Bienville Parish, Louisiana	  	#07-128344	  	1/26/16


  
 ANNEX V -
91 
 CREDIT AGREEMENT 









 33. Partial Release of Liens by Wells Fargo Bank, National Association, as Administrative Agent, to Linn Energy
Holdings, LLC, Linn Exploration MidContinent, LLC, Mid-Continent I, LLC and Mid-Continent II, LLC, dated May 28, 2013, filed as follows: 

 

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Beaver County, Oklahoma	  	Book 1291, Page 190	  	6/6/13
			
	Blaine County, Oklahoma	  	Book 1115, Page 456	  	6/6/13
			
	Dewey County, Oklahoma	  	Book 1492, Page 361	  	6/6/13
			
	Ellis County, Oklahoma	  	Book 886, Page 263	  	6/5/13
			
	Roger Mills County, Oklahoma	  	Book 2195, Page 374	  	6/5/13
			
	Woodward County, Oklahoma	  	Book 2214, Page 351	  	6/5/13

 34. Partial Release of Lien by Wells Fargo Bank, National Association, as Administrative Agent, to Linn Exploration
MidContinent, LLC, Mid-Continent I, LLC, Mid-Continent II, LLC, Linn Energy Holdings, LLC, Linn Gas Marketing, LLC, and Linn Operating, Inc., dated December 10,
2014, filed as follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Beckham County, Oklahoma	  	Book 2178, Page 680	  	1/7/15

 35. Partial Release of Lien by Wells Fargo Bank, National Association, as Administrative Agent, to Linn Exploration
MidContinent, LLC, Mid-Continent I, LLC, Mid-Continent II, LLC, Linn Energy Holdings, LLC, Linn Gas Marketing, LLC, and Linn Operating, Inc., dated December 10,
2014, filed as follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Ellis County, Oklahoma	  	Book 913, Page 634	  	1/7/15

 36. Partial Release of Lien by Wells Fargo Bank, National Association, as Administrative Agent, to Linn Energy Holdings, LLC, Mid-Continent I, LLC, Mid-Continent II, LLC, and Linn Exploration MidContinent, LLC dated October 24, 2014, filed as follows: 

  
 ANNEX V -
92 
 CREDIT AGREEMENT 










					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Blaine County, Oklahoma	  	Book 1147, Page 76	  	10/31/14
			
		  	Book 1148, Page 217	  	11/6/14

 37. Partial Release of Lien by Wells Fargo Bank, National Association, as Administrative Agent to Mid-Continent II, LLC, Linn Energy Holdings, LLC, Linn Exploration MidContinent, LLC, Linn Gas Marketing, LLC, Linn Operating, Inc., Mid-Continent I, LLC, dated March 19,
2014, filed as follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Roger Mills County, Oklahoma	  	Book 2242, Page 406	  	3/27/14

 38. Partial Release of Lien by Wells Fargo Bank, National Association, as Administrative Agent to Linn Energy Holdings, LLC, Mid-Continent I, LLC, Linn Exploration MidContinent, LLC, Linn Gas Marketing, LLC, Mid-Continent II, LLC, Linn Operating, Inc., dated December 10, 2014, filed as follows:

  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Roger Mills County, Oklahoma	  	Book 2282, Page 1	  	1/7/15

 39. Partial Release of Liens by Wells Fargo Bank, National Association, as Administrative Agent to Berry Petroleum Company and
Linn Energy Holdings, LLC, dated November 19, 2014, filed as follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Andrews County, Texas	  	#14-6279	  	11/24/14
			
	Ector County, Texas	  	#2014-00018030	  	11/24/14
			
	Howard County, Texas	  	Volume 1427, Page 497	  	11/24/14
			
	Martin County, Texas	  	Volume 432, Page 78	  	11/24/14
			
	Midland County, Texas	  	#2014-27648	  	11/24/14
			
	Upton County, Texas	  	Volume 929, Page 86	  	11/24/14


  
 ANNEX V -
93 
 CREDIT AGREEMENT 









 40. Partial Release of Lien by Wells Fargo Bank, National Association, as Administrative Agent to Linn Operating,
Inc., dated January 9, 2015, filed as follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Hutchinson County, Texas	  	Volume 1865, Page 271	  	2/2/15

 41. Partial Release of Lien by Wells Fargo Bank, National Association, as Administrative Agent to Linn Energy Holdings, LLC,
Linn Gas Marketing, LLC and Linn Operating, Inc., dated May 9, 2014, filed as follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Midland County, Texas	  	#2014-10521	  	5/9/14

 42. Partial Release of Lien by Wells Fargo Bank, National Association, as Administrative Agent to Linn Energy Holdings, LLC,
Linn Gas Marketing, LLC and Linn Operating, Inc., dated May 14, 2014, filed as follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Midland County, Texas	  	#2014-12095	  	5/30/14

 43. Partial Release of Lien by Wells Fargo Bank, National Association, as Administrative Agent to Linn Energy Holdings, LLC,
Linn Gas Marketing, LLC and Linn Operating, Inc., dated October 24, 2014, filed as follows: 
  

					
	 
JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Midland County, Texas	  	#2015-1205	  	1/16/15

 44. Partial Release of Lien by Wells Fargo Bank, National Association, as Administrative Agent to Linn Energy Holdings, LLC,
Linn Gas Marketing, LLC and Linn Operating, Inc., dated December 10, 2014, filed as follows: 

  
 ANNEX V -
94 
 CREDIT AGREEMENT 










					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Lipscomb County, Texas	  	Volume 546, Page 247	  	1/6/15

 45. Partial Release of Lien by Wells Fargo Bank, National Association, as Administrative Agent to Linn Energy Holdings, LLC,
Linn Gas Marketing, LLC, Linn Exploration MidContinent, LLC, Linn Operating, Inc., dated December 10, 2014, filed as follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Hemphill County, Texas	  	Volume 779, Page 234	  	1/6/15

 46. Partial Release of Liens by Wells Fargo Bank, National Association, as Administrative Agent to Berry Petroleum Company and
Linn Energy Holdings, LLC, dated November 19, 2014, filed as follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Dawson County, Texas	  	Book 758, Page 1	  	11/24/14

 47. Partial Release of Lien by Wells Fargo Bank, National Association, as Administrative Agent to Linn Energy Holdings, LLC,
dated December 10, 2014, filed as follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Roberts County, Texas	  	Volume 306, Page 175	  	1/6/15

 48. Partial Release of Lien by Wells Fargo Bank, National Association, as Administrative Agent to Linn Energy Holdings, LLC,
Linn Gas Marketing, LLC, and Linn Operating, Inc., dated December 10, 2014, filed as follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Hansford County, Texas	  	Volume 419, Page 176	  	1/6/15

 49. Partial Release of Liens by Wells Fargo Bank, National Association, as Administrative Agent to Berry Petroleum Company and
Linn Energy Holdings, LLC, dated August 14, 2014, filed as follows: 

  
 ANNEX V -
95 
 CREDIT AGREEMENT 










					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Martin County, Texas	  	Volume 421, Page 138	  	8/18/14

 50. Partial Release of Liens by Wells Fargo Bank, National Association, as Administrative Agent to Linn Energy Holdings, LLC,
dated July 23, 2015, filed as follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Howard County, Texas	  	Volume 1483, Page 633	  	9/14/15

 51. Partial Release of Liens by Wells Fargo Bank, National Association, as Administrative Agent to Linn
Energy Holdings, LLC, dated May 28, 2013, filed as follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Hansford County, Texas	  	Volume 401, Page 692	  	6/5/13
			
	Hemphill County, Texas	  	Volume 746, Page 546	  	6/5/13
			
	Lipscomb County, Texas	  	Volume 525, Page 774	  	6/5/13

 52. Partial Release of Liens by Wells Fargo Bank, National Association, as Administrative Agent to Mid-Continent II, LLC, dated December 12, 2013, filed as follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Beaver County, Oklahoma	  	Book 1307, Page 257	  	1/16/14

 53. Partial Release of Lien by Wells Fargo Bank, National Association, as Administrative Agent to Mid-Continent II, LLC, dated August 11, 2015, filed as follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Blaine County, Oklahoma	  	Book 1178, Page 426	  	8/27/15


  
 ANNEX V -
96 
 CREDIT AGREEMENT 









 54. Disclaimer and Partial Release of Mortgage by Wells Fargo Bank, National Association, as Administrative Agent
to Mid-Continent II, LLC, dated November 8, 2013, filed as follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Ellis County, Oklahoma	  	Book 895, Page 534	  	11/19/13

 55. Partial Release of Liens by Wells Fargo Bank, National Association, as Administrative Agent to Linn Energy Holdings, LLC,
dated January 28, 2015, filed as follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Sweetwater County, Wyoming	  	Book 1208, Page 3710	  	2/3/15

 56. Partial Release of Liens by Wells Fargo Bank, National Association, as Administrative Agent to Linn Energy Holdings, LLC,
dated November 19, 2014, filed as follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Eddy County, New Mexico	  	Book 1001, Page 83	  	11/24/14
			
	Lea County, New Mexico	  	Book 1928, Page 886	  	11/24/14

 57. Partial Release of Liens by Wells Fargo Bank, National Association, as Administrative Agent to Linn Energy Holdings, LLC
dated November 19, 2014, filed as follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Garza County, Texas	  	Volume 341, Page 322	  	11/24/14

 58. Partial Release of Liens by Wells Fargo Bank, National Association, as Administrative Agent to Linn Energy Holdings, LLC,
Linn Gas Marketing, LLC, Linn Exploration MidContinent, LLC, and Linn Operating, Inc., dated December 10, 2014, filed as follows: 
  

					
	 JURISDICTION
	  	 FILING INFORMATION
	  	 FILE DATE

	Wheeler County, Texas	  	Volume 698, Page 59	  	1/6/15


  
 ANNEX V -
97 
 CREDIT AGREEMENT 









 EXHIBIT A-1 

[FORM OF] REVOLVING LOAN NOTE 
  

			
	$[         ]	  	February 28, 2017

 FOR VALUE RECEIVED, Linn Energy Holdco II LLC, a Delaware limited liability company (the
“Borrower”), hereby promises to pay to [            ] (the “Lender”), at the principal office of Wells Fargo Bank, National Association, as administrative
agent (the “Administrative Agent”), located at 1000 Louisiana Street, 9th Floor, Houston, Texas 77002, on the Maturity Date, the principal sum of [            ] Dollars
($[            ]) (or such lesser amount as shall equal the aggregate unpaid principal amount of the Revolving 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, and to pay interest on the unpaid principal amount of each such Revolving Loan, at such office, in like money and funds, for the period
commencing on the date of such Revolving Loan until such Revolving 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 Revolving 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 Revolving Loan 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 the Lender’s or the Borrower’s rights or obligations in respect of such Revolving Loans or affect the validity of such
transfer by the Lender of this Revolving Loan Note. 
 This Revolving Loan Note is one of the Revolving Loan Notes referred to in the Credit
Agreement dated as of February 28, 2017 among the Borrower, Linn Energy, Inc., a Delaware corporation, Linn Energy Holdco LLC, a Delaware limited liability company, each Subsidiary Guarantor from time to time party thereto, the Administrative Agent
and the lenders from time to time party thereto (including the Lender), and evidences Revolving Loans made by the Lender thereunder (such Credit Agreement, as the same may be amended, supplemented or restated from time to time, the “Credit
Agreement”). Capitalized terms used in this Revolving Loan Note but not defined herein have the respective meanings assigned to them in the Credit Agreement. 

This Revolving Loan Note is issued pursuant to, and is subject to the terms and conditions set forth in, 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 Revolving Loan Note upon the occurrence of certain events, for prepayments of Revolving
Loans upon the terms and conditions specified therein and other provisions relevant to this Revolving Loan Note. 
 THIS REVOLVING LOAN NOTE
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS. 
  

			
	LINN ENERGY HOLDCO II LLC
	By:	 	  

	Name:	 	  

	Title:	 	  




  
 Exhibit A-1 









 EXHIBIT A-2 

[FORM OF] TERM LOAN NOTE 
  

			
	$[         ]	  	February 28, 2017

 FOR VALUE RECEIVED, Linn Energy Holdco II LLC, a Delaware limited liability company (the
“Borrower”), hereby promises to pay to [            ] (the “Lender”), at the principal office of Wells Fargo Bank, National Association, as administrative
agent (the “Administrative Agent”), located at 1000 Louisiana Street, 9th Floor, Houston, Texas 77002, on the Maturity Date, the principal sum of [            ] Dollars
($[            ]) (or such lesser amount as shall equal the aggregate unpaid principal amount of the Term 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, and to pay interest on the unpaid principal amount of each such Term Loan, at such office, in like money and funds, for the period commencing on the date
of such Term Loan until such Term 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 Term 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 Term Loan 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 the Lender’s or the Borrower’s rights or obligations in respect of such Term Loans or affect the validity of such transfer by the
Lender of this Term Loan Note. 
 This Term Loan Note is one of the Term Loan Notes referred to in the Credit Agreement dated as of February
28, 2017 among the Borrower, Linn Energy, Inc., a Delaware corporation, Linn Energy Holdco LLC, a Delaware limited liability company, each Subsidiary Guarantor from time to time party thereto, the Administrative Agent and the lenders from time to
time party thereto (including the Lender), and evidences Term Loans made by the Lender thereunder (such Credit Agreement, as the same may be amended, supplemented or restated from time to time, the “Credit Agreement”). Capitalized
terms used in this Term Loan Note but not defined herein have the respective meanings assigned to them in the Credit Agreement. 
 This Term
Loan Note is issued pursuant to, and is subject to the terms and conditions set forth in, 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 Term Loan Note upon the occurrence of certain events, for prepayments of Term Loans upon the terms and conditions specified therein and other provisions relevant to this Term Loan Note. 

THIS TERM LOAN NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS. 

 

			
	LINN ENERGY HOLDCO II LLC
	 By:
	 	  

	 Name:
	 	  

	 Title:
	 	  




  
 Exhibit A-2 









 EXHIBIT B 

[FORM OF] COMPLIANCE CERTIFICATE 

Reference is hereby made to the Credit Agreement dated as of February 28, 2017 (as the same may be amended, supplemented or restated from time
to time, the “Credit Agreement”) among Linn Energy Holdco II LLC, a Delaware limited liability company (the “Borrower”), Linn Energy, Inc., a Delaware corporation (“Linn Energy”), Linn Energy Holdco
LLC, a Delaware limited liability company, each Subsidiary Guarantor from time to time party thereto, Wells Fargo Bank, National Association as Administrative Agent, and the Lenders from time to time party thereto. Unless otherwise defined herein,
terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. The undersigned hereby certify on behalf of the Borrower and Linn Energy as follows: 

(i) No Default has occurred and is continuing as of the date hereof. [If a Default has occurred and is continuing, specify the details
thereof and any action taken or proposed to be taken with respect thereto.] 
 (ii) No change in GAAP or in the application thereof has
occurred since the Effective Date which materially changes the calculation of any covenant or affects compliance with the terms of the Credit Agreement. [If such a change has occurred, specify the effect of such change on the financial statements
accompanying this certificate.] 
 (iii) Attached hereto is all information required by Sections 8.01(d) and 8.01(p) of the Credit
Agreement, and Section 4.3(b) of the Security Agreement. 
 (iv) Attached hereto are the reasonably detailed computations demonstrating
that the Obligors are in compliance with Section 9.01 of the Credit Agreement as of the end of the fiscal quarter ending [            ]. 

EXECUTED AND DELIVERED this [            ] day of
[            ], 201[    ]. 
  

			
	LINN ENERGY HOLDCO II LLC
		
	By:	 	  

	Name:	 	  

	Title:	 	  



  

			
	LINN ENERGY, INC.
		
	 By:
	 	  

	 Name:
	 	  

	 Title:
	 	 _




  
 Exhibit B 









 EXHIBIT C-1 

FORM OF GUARANTY AGREEMENT 

(See attached.) 

  
 Exhibit C-1 









 GUARANTY AGREEMENT 

FOR VALUE RECEIVED, the sufficiency of which is hereby acknowledged, and in consideration of the credit and other financial accommodations to be extended to
Linn Energy Holdco II LLC, a Delaware limited liability company (the “Borrower”) pursuant to the Credit Agreement (as defined below), each of Linn Energy Inc., a Delaware corporation (“Linn Energy”), Linn Energy
Holdco LLC, a Delaware limited liability company (“Energy Holdco”), Linn Energy Holdings, LLC, a Delaware limited liability company (“Energy Holdings”), Linn Operating, LLC, a Delaware limited liability company
(“Operating”), Linn Midwest Energy LLC, a Delaware limited liability company (“Midwest”), Linn Midstream, LLC, a Delaware limited liability company (“Midstream”), Linn Marketing, LLC, a Delaware
limited liability company (“Marketing” and together with Linn Energy, Energy Holdco, Energy Holdings, Operating, Midwest, Midstream, and each Person who becomes a party to this Guaranty by execution of a supplement in the form of
Exhibit A hereto, collectively the “Guarantors” and each individually a “Guarantor”) hereby furnishes this guaranty (this “Guaranty”), dated as of February 28, 2017, of the Guaranteed
Obligations (as defined below) for the benefit of the Guaranteed Parties (as defined below) as follows: 
 1. Definitions.
Capitalized terms used herein which are not otherwise defined herein are used with the meanings ascribed to such terms in the Credit Agreement (as defined below). For purposes of this Guaranty, the following terms shall have the following meanings:

 “Administrative Agent” means Wells Fargo Bank, National Association, as administrative agent for the Lenders, or any
successor administrative agent pursuant to the terms of the Credit Agreement. 
 “Claims” means all claims, liabilities,
obligations, losses, damages, penalties, judgments, proceedings, interest, costs and expenses of any kind (including remedial response costs, reasonable and customary attorneys’ fees and Extraordinary Expenses) at any time (including after full
payment of the Guaranteed Obligations or replacement of any Guaranteed Party) incurred by any Indemnitee or asserted against any Indemnitee by the Borrower, any Guarantor or any other Person, in any way relating to (a) any Loans, any Loan
Documents, or the use thereof or transactions relating thereto, (b) any action taken or omitted in connection with any Loan Documents, (c) the existence or perfection of any Liens, or realization upon any Collateral, (d) exercise of
any rights or remedies under any Loan Documents or applicable law, or (e) failure by the Borrower or any Guarantor to perform or observe any terms of any Loan Document, in each case including all costs and expenses relating to any
investigation, litigation, arbitration or other proceeding (including an Insolvency Proceeding or appellate proceedings), whether or not the applicable Indemnitee is a party thereto. 

“Credit Agreement” means that certain Credit Agreement dated as of the date hereof by and among the Borrower, the other
parties from time to time signatory thereto as Obligors (including the Guarantors), the financial institutions from time to time party thereto as lenders (the “Lenders”) and Administrative Agent, as the same may from time to time be
amended, supplemented, modified or amended and restated. 








 “Guaranteed Obligations” has the meaning given to that term in Section 2.

 “Guaranteed Parties” means the “Secured Parties”, as defined in the Credit Agreement. 

“Guarantor Claims” means all debts and obligations of the Borrower or any other Guarantor to any Guarantor, including but not
limited to any obligation of the Borrower or any other Guarantor to such Guarantor as subrogee of the Guaranteed Parties or resulting from such Guarantor’s performance under this Guaranty, whether such debts and obligations now exist or are
hereafter incurred or arise, or whether the obligation of the debtor thereon be direct, contingent, primary, secondary, several, joint and several, or otherwise, and irrespective of whether such debts or obligations be evidenced by note, contract,
open account, or otherwise, and irrespective of the Person or Persons in whose favor such debts or obligations may, at their inception, have been, or may hereafter be created, or the manner in which they have been or may hereafter be acquired by
such Guarantor. 
 “Guaranty Termination Date” means such date on which each of the following events shall have occurred on
or prior to such date: (a) all Commitments have terminated or expired; (b) the Credit Agreement has terminated; (c) all Guaranteed Obligations (other than obligations under any Secured Swap Agreement and other than indemnities and
other contingent obligations not then due and payable and as to which no claim has been made as of the time of determination) have been indefeasibly paid in full in cash; (d) all Secured Swap Agreements have been terminated and paid in full,
novated or the Borrower or applicable Guarantor has provided substitute collateral to the Secured Hedge Provider thereunder to the extent provided under the applicable Secured Swap Agreement (or as to which other arrangements satisfactory to the
applicable Secured Hedge Provider shall have been made); and (e) all Letters of Credit have expired or terminated or the LC Exposure has been cash collateralized (or as to which other arrangements satisfactory to the applicable Debtor and the
Issuing Bank shall have been made), as provided for in the Credit Agreement. 
 “Qualified ECP Guarantor” means, in respect
of any Swap Obligation, each Guarantor that has total assets exceeding $10,000,000 at the time the relevant guaranty or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as
constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into
a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. 
 “Swap Obligation” means, with respect to any
Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act. 

2. Guaranty. Each Guarantor hereby jointly and severally, absolutely and unconditionally guarantees, as a guaranty of payment
and performance and not merely as a 

  
 2 









 
guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all existing
and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees, indemnities, damages,
costs, expenses or otherwise, of: (a) the Borrower or any other Guarantor to the Guaranteed Parties arising under the Loan Documents; and (b) the Borrower or any other Guarantor to any Secured Hedge Provider under any Secured Swap
Agreement (other than Excluded Swap Obligations of any Obligor that is not a Qualified ECP Guarantor); in each case including all renewals, extensions, amendments and other modifications thereof and all costs, attorneys’ fees and expenses
incurred by any Guaranteed Party in connection with the collection or enforcement thereof, and whether recovery upon such indebtedness and liabilities may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any
proceeding or case commenced by or against any Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors,
moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively,
“Debtor Relief Laws”), and including interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The books and
records of the Guaranteed Parties showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon each Guarantor and conclusive for the purpose of establishing the amount of the
Guaranteed Obligations absent manifest error. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by
the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance (other than payment in full) relating to the Guaranteed Obligations
which might otherwise constitute a defense to the obligations of any Guarantor under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing
other than a defense of payment in full. Anything contained herein to the contrary notwithstanding, the obligations of any Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its
obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state law. 

3. [Reserved]. 
 4.
Rights of Guaranteed Parties. Each Guarantor consents and agrees that the Guaranteed Parties may, at any time and from time to time, without notice or demand, and without affecting the enforceability or continuing
effectiveness hereof: (a) amend, extend, renew, compromise, discharge, accelerate or otherwise change the time for payment or the terms of the Guaranteed Obligations or any part thereof; (b) take, hold, exchange, enforce, waive, release,
fail to perfect, sell, or otherwise dispose of any security for the payment of this Guaranty or any Guaranteed Obligations; (c) apply such security and direct the order or manner of sale thereof as the Guaranteed Parties in their sole
discretion may determine; and (d) release or 

  
 3 









 
substitute one or more of any endorsers or other guarantors of any of the Guaranteed Obligations. Without limiting the generality of the foregoing, each Guarantor consents to the taking of, or
failure to take, any action which might in any manner or to any extent vary the risks of such Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of such Guarantor. 

5. Certain Waivers. To the fullest extent permitted by applicable law, each Guarantor waives (a) any defense (other than
the defense of payment in full of the Guaranteed Obligations) arising by reason of any disability or other defense of the Borrower or any other Guarantor, or the cessation from any cause whatsoever (including any act or omission of any Guaranteed
Party) of the liability of the Borrower or any other Guarantor; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Guarantor; (c) the benefit of
any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to require the Guaranteed Parties to proceed against the Borrower or any other Guarantor, proceed against or exhaust any security for the Guaranteed
Obligations, or pursue any other remedy in any Guaranteed Party’s power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed Parties; and (f) any and all other defenses or
benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance,
notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty
or of the existence, creation or incurrence of new or additional Guaranteed Obligations. 
 6. Obligations Independent. The
obligations of each Guarantor hereunder are those of primary obligor, and not merely as surety, and are independent of the Guaranteed Obligations and the obligations of any other guarantor, and a separate action may be brought against any Guarantor
to enforce this Guaranty whether or not the Borrower or any other Person or entity is joined as a party. 
 7. Subrogation. No
Guarantor shall exercise any right of subrogation, contribution, indemnity, reimbursement or similar rights with respect to any payments it makes under this Guaranty unless and until the Guaranty Termination Date has occurred. If any amounts are
paid to any Guarantor in violation of the foregoing limitation, then such amounts shall be held in trust for the benefit of the Guaranteed Parties and shall forthwith be paid to the Administrative Agent to reduce the amount of the Guaranteed
Obligations, whether matured or unmatured. 
 8. Termination; Reinstatement. This Guaranty is a continuing and irrevocable
guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until the Guaranty Termination Date. This Guaranty shall automatically terminate without any further action by any of the parties hereto upon
the occurrence of the Guaranty Termination Date. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived or reinstated, as the case may be, if any payment by or on behalf of the Borrower or any Guarantor is
made, or any Guaranteed Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set
aside or 

  
 4 









 
required (including pursuant to any settlement entered into by the Guaranteed Parties in their discretion) to be repaid to a trustee, receiver or any other party, for any reason including in
connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Guaranteed Parties are in possession of or have released this Guaranty and
regardless of any prior revocation, rescission, termination or reduction. The obligations of each Guarantor under the immediately preceding sentence shall survive termination of this Guaranty. 

9. Subordination. Each Guarantor hereby subordinates the payment of all Guarantor Claims owing to such Guarantor to the
payment in full in cash of all Guaranteed Obligations (other than contingent indemnification and cost reimbursement obligations for which no claim has been asserted). If the Guaranteed Parties so request after the occurrence and during the
continuance of an Event of Default, any such obligation or indebtedness of the Borrower to such Guarantor shall be enforced and performance received by such Guarantor as trustee for the Guaranteed Parties and the proceeds thereof shall be paid over
to the Guaranteed Parties on account of the Guaranteed Obligations, but without reducing or affecting in any manner the liability of such Guarantor under this Guaranty. After and during the continuation of an Event of Default, no Guarantor shall
receive or collect, directly or indirectly, from the Borrower or any other Guarantor in respect thereof any amount upon the Guarantor Claims. In the event of Insolvency Proceedings involving the Borrower or any Guarantor, the Administrative Agent on
behalf of the Administrative Agent and the other Guaranteed Parties shall have the right to prove their claim in any proceeding, so as to establish their rights hereunder and receive directly from the receiver, trustee or other court custodian,
dividends or distributions which would otherwise be payable upon Guarantor Claims. In the event of such proceeding, each Guarantor hereby assigns such dividends or distributions to the Administrative Agent for the benefit of the Guaranteed Parties
for application against the Obligations as provided under Section 10.02(c) of the Credit Agreement. Should the Administrative Agent or any other Guaranteed Party receive, for application upon the Guaranteed Obligations, any such dividends or
distributions which is otherwise payable to any Guarantor, and which, as between such Guarantor and the Borrower or any other Guarantor, shall constitute a credit upon the Guarantor Claims, then upon the occurrence of the Guaranty Termination Date,
the intended recipient shall become subrogated to the rights of the Administrative Agent and the other Guaranteed Parties to the extent that such dividends or distributions to the Administrative Agent and the other Guaranteed Parties on the
Guarantor Claims have contributed toward the liquidation of the Guaranteed Obligations, and such subrogation shall be with respect to that proportion of the Guaranteed Obligations which would have been unpaid if the Administrative Agent and the
other Guaranteed Parties had not received such dividends or distributions upon the Guarantor Claims. In the event that, notwithstanding this Section 9, any Guarantor should receive any funds, distributions, dividends or claims which are
prohibited by this Section 9, then it agrees: (a) to hold in trust for the Administrative Agent and the other Guaranteed Parties an amount equal to the amount of all funds, payments, claims, dividends or distributions so received, and
(b) that it shall have absolutely no dominion over the amount of such funds, payments, claims, dividends, or distributions except to pay them promptly to the Administrative Agent, for the benefit of the Guaranteed Parties; and each Guarantor
covenants promptly to pay the same to the Administrative Agent. Each Guarantor agrees that until the Guaranty Termination Date, any Liens securing payment of the Guarantor Claims shall be and remain inferior and subordinate to any Liens securing
payment of the Guaranteed Obligations, regardless of whether such 

  
 5 









 
encumbrances in favor of such Guarantor, the Administrative Agent or any other Guaranteed Party presently exist or are hereafter created or attach. Without the prior written consent of the
Administrative Agent, no Guarantor, during the period in which any of the Guaranteed Obligations is outstanding or the Commitments are in effect, shall (x) exercise or enforce any creditor’s right it may have against any debtor in respect
of the Guarantor Claims, or (y) foreclose, repossess, sequester or otherwise take steps or institute any action or proceeding (judicial or otherwise, including without limitation the commencement of or joinder in any liquidation, bankruptcy,
rearrangement, debtor’s relief or Insolvency Proceeding) to enforce any Lien securing payment of the Guarantor Claims held by it. All promissory notes and all accounts receivable ledgers or other evidence of the Guarantor Claims accepted by or
held by any Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under the terms of this Guaranty. 

10. Stay of Acceleration. In the event that acceleration of the time for payment of any of the Guaranteed Obligations is
stayed, in connection with any case commenced by or against any Guarantor or the Borrower under any Debtor Relief Laws, or otherwise, all such amounts shall nonetheless be payable by each Guarantor immediately upon demand by the Guaranteed Parties.

 11. Expenses. Each Guarantor shall pay promptly on demand all reasonable and documented out-of-pocket legal, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs and
expenses and all Extraordinary Expenses incurred by the Guaranteed Parties in any way relating to the enforcement or protection of the Guaranteed Parties’ rights under this Guaranty or in respect of the Guaranteed Obligations, including any
incurred during any “workout” or restructuring in respect of the Guaranteed Obligations and any incurred in the preservation, protection or enforcement of any rights of the Guaranteed Parties in any proceeding under any Debtor Relief Laws
in each case, to the extent provided in Section 12.03 of the Credit Agreement. The obligations of each Guarantor under this paragraph shall survive the Guaranty Termination Date. 

12. Limitation on Obligations. The provisions of this Guaranty are severable, and in any action or proceeding involving
any state corporate law, or any state, federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any Guarantor under this Guaranty would otherwise be held or determined
to be avoidable, invalid or unenforceable on account of the amount of such Guarantor’s liability under this Guaranty, then, notwithstanding any other provision of this Guaranty to the contrary, the amount of such liability shall, without any
further action by the Guarantors or any Guaranteed Party, be automatically limited and reduced to the highest amount that is valid and enforceable as determined in such action or proceeding (such highest amount determined hereunder being the
relevant Guarantor’s “Maximum Liability”). This Section 12 with respect to the Maximum Liability of the Guarantors is intended solely to preserve the rights of the Guaranteed Parties hereunder to the maximum extent not
subject to avoidance under applicable law, and neither the Guarantor nor any other person or entity shall have any right or claim under this Section 12 with respect to the Maximum Liability, except to the extent necessary so that the
obligations of the Guarantor hereunder shall not be rendered voidable under applicable law. 
 Each of the Guarantors agrees that the Guaranteed Obligations
may at any time and from time to time exceed the Maximum Liability of each Guarantor, and may exceed the aggregate Maximum 

  
 6 









 
Liability of all other Guarantors, without impairing this Guaranty or affecting the rights and remedies of the Guaranteed Parties hereunder. Nothing in this Section 12 shall be construed to
increase any Guarantor’s obligations hereunder beyond its Maximum Liability. In the event any Guarantor (a “Paying Guarantor”) shall make any payment or payments under this Guaranty, each other Guarantor (each a “Non-Paying Guarantor”) shall contribute to such Paying Guarantor an amount equal to such Non-Paying Guarantor’s “Pro Rata Share” of such payment or
payments made, or losses suffered, by such Paying Guarantor. For the purposes hereof, each Non-Paying Guarantor’s “Pro Rata Share” with respect to any such payment or loss by a Paying Guarantor
shall be determined as of the date on which such payment or loss was made by reference to the ratio of (i) such Non-Paying Guarantor’s Maximum Liability as of such date (without giving effect to any
right to receive, or obligation to make, any contribution hereunder) or, if such Non-Paying Guarantor’s Maximum Liability has not been determined, the aggregate amount of all monies received by such Non-Paying Guarantor from the Borrower after the date hereof (whether by loan, capital infusion or by other means) to (ii) the aggregate Maximum Liability of all Guarantors hereunder (including such Paying
Guarantor) as of such date (without giving effect to any right to receive, or obligation to make, any contribution hereunder), or to the extent that a Maximum Liability has not been determined for any Guarantors, the aggregate amount of all monies
received by all Guarantors from the Borrower after the date hereof (whether by loan, capital infusion or by other means). Nothing in this Section 12 shall affect any Guarantor’s several liability for the entire amount of the Guaranteed
Obligations (up to such Guarantor’s Maximum Liability). Each of the Guarantors covenants and agrees that its right to receive any contribution under this Guaranty from a Non-Paying Guarantor shall be
subordinate and junior in right of payment to all the Guaranteed Obligations. The provisions of this Section 12 are for the benefit of both the Guaranteed Parties and the Guarantors and may be enforced by any one, or more, or all of them in
accordance with the terms hereof. 
 13. Miscellaneous. No provision of this Guaranty may be waived, amended, supplemented or
modified, except by a written instrument executed by the Persons required by Section 12.02 of the Credit Agreement. No failure by any Guaranteed Party to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate
as a waiver thereof; nor shall any single or partial exercise of any right, remedy or power hereunder preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies herein provided are cumulative and
not exclusive of any remedies provided by law or in equity. The unenforceability or invalidity of any provision of this Guaranty shall not affect the enforceability or validity of any other provision herein. Unless otherwise agreed by the Guaranteed
Parties and each Guarantor in writing, this Guaranty is not intended to supersede or otherwise affect any other guaranty now or hereafter given by any Guarantor for the benefit of the Guaranteed Parties or any term or provision thereof. 

14. Condition of Guarantors. Each Guarantor acknowledges and agrees that it has the sole responsibility for, and has adequate means of,
obtaining from the Borrower and any other Guarantor such information concerning the financial condition, business and operations of the Borrower and any such other Guarantor as such Guarantor requires, and that the Guaranteed Parties have no duty,
and such Guarantor is not relying on the Guaranteed Parties at any time, to disclose to such Guarantor any information relating to the business, operations or financial condition of the Borrower or any other Guarantor (each Guarantor waiving any
duty on the part of the Guaranteed Parties to disclose such information and any defense relating to the failure to provide the same). 

  
 7 









 15. Setoff. If an Event of Default shall have occurred and be continuing, each Guaranteed
Party and each of such Guaranteed Party’s Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to setoff and apply any and all deposits (general or special, time or demand, provisional or
final) at any time held and other obligations (of whatsoever kind, including, without limitation, obligations under Secured Swap Agreements) at any time owing by such Guaranteed Party or such Affiliate to or for the credit or the account of the
Borrower or any Guarantor against any of and all the obligations of the Borrower and any Guarantor owed to such Guaranteed Party now or hereafter existing under this Agreement, any other Loan Document, irrespective of whether or not such Guaranteed
Party shall have made any demand under this Agreement, any other Loan Document and although such obligations may be unmatured. Each Lender or its Affiliates agrees to promptly notify the Borrower and the Administrative Agent after any such setoff
and application, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Guaranteed Party thereof under this Section 15 are in addition to other rights and remedies
(including other rights of setoff) which such Guaranteed Party or such Affiliate may have. 
 16. Representations and
Warranties. Each Guarantor represents and warrants that (a) it is duly organized and in good standing under the laws of the jurisdiction of its organization and has full capacity and right to make and perform this Guaranty, and all
necessary authority has been obtained, except where failure to have such capacity, right and authority could not reasonably be expected to have a Material Adverse Effect; (b) this Guaranty constitutes its legal, valid and binding obligation
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; (c) the making and performance of this Guaranty does not and will not violate the provisions of any applicable law, regulation or order (except for such violations that would not reasonably be expected to
have a Material Adverse Effect), and will not violate or result in a default under any indenture, agreement or other instrument evidencing Material Debt binding upon the Borrower or any Guarantor or their Properties, or give rise to a right
thereunder to require any payment to be made by the Borrower or such Guarantor; and (d) all consents, approvals, and filings and registrations with, any Governmental Authority required under applicable law and regulations for the making and
performance of this Guaranty have been obtained or made and are in full force and effect, except (i) those consents, approvals, filings and registrations, which, if not made or obtained, would not cause a Default under the Credit Agreement or
could not reasonably be expected to have a Material Adverse Effect and (ii) the filing of any required documents with the SEC. 

17. Indemnification and Survival. Each Guarantor shall jointly and severally indemnify the Guaranteed Parties and
their respective officers, directors, employees, Affiliates, agents and attorneys (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 and customary fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or


  
 8 









 
as a result of (i) the execution or delivery of this Guaranty or any other Loan Document (other than expenses in connection with the execution and delivery of this Guaranty and the other
Loan Documents dated of even date herewith, which expenses shall only be paid by the Borrower to the extent provided in Section 12.03(a) of the Credit Agreement) 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 Guarantee Obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or by any other Loan Document, (ii) the failure of any
Guarantor or their respective subsidiaries to comply with the terms of any Loan Document, including this Guaranty, or with any governmental requirement, (iii) any inaccuracy of any representation or any breach of any warranty or covenant of 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 any Issuing Bank to honor a demand for payment under a Letter of Credit issued by such Issuing Bank 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 Guarantors or their respective Subsidiaries by the Guarantors or their respective Subsidiaries, (vii) any assertion that
the Guaranteed Parties were not entitled to receive the Proceeds received pursuant to the Security Instruments, (viii) any Environmental Law applicable to any Guarantor or its Subsidiaries 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 Materials on any of their properties, (ix) the
breach or non-compliance by the Guarantors or their respective Subsidiaries with any Environmental Law applicable to the Guarantors or their respective Subsidiaries, (x) the past ownership by the
Guarantors or their respective Subsidiaries 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
Guarantors or their respective Subsidiaries or any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Guarantors or their respective Subsidiaries, (xii) any environmental liability
related in any way to the Guarantors or their respective Subsidiaries, or (xiii) any other environmental, health or safety condition in connection with the Loan Documents, (xiv) the use by unintended recipients of any information or other
materials distributed by it through telecommunications, electronic or other information transmission system in connection with this Guaranty, the other Loan Documents or the transactions contemplated hereby or thereby, or (xv) any actual or
prospective Claim, litigation, investigation or proceeding relating to any of the foregoing, whether brought by a third party or any Guarantor, 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 

  
 9 









 
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 willful misconduct of such Indemnitee, and provided further that the indemnity set forth herein shall not
apply to disputes solely between Lenders unless such dispute results from any Claim arising out of any request, act or omission on the part of the any Guarantor or against the arranger, any agent or any Issuing Bank in its capacity as such, in each
case, in connection with the Loan Documents with respect to the obligation to reimburse an Indemnitee for fees, charges and disbursements of counsel, each Indemnitee agrees that all Indemnitees will as a group utilize one primary counsel (plus no
more than one additional counsel in each jurisdiction where a proceeding that is the subject matter of the indemnity is located) unless (1) there is a conflict of interest among Indemnitees, (2) defenses or claims exist with respect to one
or more Indemnitees that are not available to one or more other Indemnitees or (3) special counsel is required to be retained and the Guarantor consents to such retention. 

18. GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY AND
ALL CLAIMS SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS, WITHOUT GIVING EFFECT TO ANY CONFLICT OF
LAW PRINCIPLES. This Guaranty shall (a) bind each Guarantor and its successors and assigns, provided that no Guarantor may assign its rights or obligations under this Guaranty without the prior written consent of the
Administrative Agent on behalf of the Guaranteed Parties (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Guaranteed Parties and their successors and assigns and the Guaranteed Parties may,
without notice to any Guarantor and without affecting any Guarantor’s obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part. EACH GUARANTOR HEREBY
CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY FEDERAL OR STATE COURT SITTING IN OR WITH JURISDICTION OVER TEXAS, IN
ANY DISPUTE, ACTION, LITIGATION OR OTHER PROCEEDING RELATING IN ANY WAY TO THIS GUARANTY, AND AGREES THAT ANY
DISPUTE, ACTION, LITIGATION OR OTHER PROCEEDING SHALL BE BROUGHT BY IT SOLELY IN ANY SUCH COURT. EACH GUARANTOR
IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL CLAIMS, OBJECTIONS AND DEFENSES THAT IT MAY HAVE REGARDING ANY SUCH COURT’S
PERSONAL OR SUBJECT MATTER JURISDICTION, VENUE OR INCONVENIENT FORUM. EACH GUARANTOR IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO
THE JURISDICTION OF SUCH COURTS AND EACH GUARANTOR AND THE ADMINISTRATIVE AGENT CONSENTS TO SERVICE OF PROCESS IN
THE MANNER PROVIDED FOR NOTICES IN SECTION 12.01 OF THE CREDIT AGREEMENT. A final judgment in any proceeding of any such court shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or any other manner provided by applicable law. Nothing herein shall limit the right of the Administrative Agent or any Guaranteed Party to bring proceedings against any Guarantor in any other
court, nor limit the right of any party to serve process in any other manner permitted by applicable law. Nothing in this Guaranty shall be deemed to preclude enforcement by the Administrative Agent or any Guaranteed Party of any judgment or order
obtained in any forum or jurisdiction. Each Guarantor agrees that the Guaranteed Parties may disclose to any permitted assignee of or 

  
 10 









 
permitted participant in, or any permitted prospective assignee of or participant in, any of their rights or obligations of all or part of the Guaranteed Obligations any and all information in
the Guaranteed Parties’ possession concerning such Guarantor, this Guaranty and any security for this Guaranty, in each case subject to Section 12.11 of the Credit Agreement. All notices, demands and requests that any party is required or
elects to give to any other party shall be given in accordance with the provisions of Section 12.01 of the Credit Agreement, and if to any Guarantor shall be given to it at the address specified in the Credit Agreement for such Guarantor or as
otherwise specified by such Guarantor in writing. 
 19. WAIVER OF JURY TRIAL; FINAL AGREEMENT. TO
THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, EACH GUARANTOR IRREVOCABLY WAIVES TRIAL BY JURY WITH RESPECT TO ANY ACTION, CLAIM, SUIT OR PROCEEDING ON, ARISING OUT OF OR RELATING TO THIS GUARANTY OR THE GUARANTEED OBLIGATIONS. THIS GUARANTY
REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES HERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. 

20. Further Assurances. Each Guarantor agrees, upon the written request of the Administrative Agent or any other Guaranteed
Party, to execute and deliver to the Guaranteed Parties, from time to time, any additional instruments or documents reasonably requested by the Administrative Agent or any Guaranteed Party to cause this Guaranty to be, become or remain valid and
effective in accordance with its terms. 
 21. Additional Guarantors. Pursuant to Section 8.13(b) of the Credit Agreement,
certain Subsidiaries are from time to time required to enter into this Guaranty as a Guarantor. Upon execution and delivery after the date hereof by the Administrative Agent and a Subsidiary of a supplement in the form of Exhibit A hereto,
such Subsidiary shall become a Guarantor hereunder with the same force and effect as if originally named as a Guarantor herein. The execution and delivery of any instrument adding an additional Guarantor as a party to this Guaranty shall not require
the consent of any Guarantor hereunder, of the Borrower or of any Guaranteed Party. The rights and obligations of each Guarantor hereunder shall remain in full force and effect notwithstanding the addition of any new Guarantor as a party hereto.

 [signature pages follow] 

  
 11 









 IN WITNESS WHEREOF, each of the parties hereto has caused this Guaranty to be duly executed as of
the date first above written. 
  

							
	GUARANTORS:	 		 	LINN ENERGY, INC.
				
		 		 	By:	 	  

		 		 	Name:	 	  

		 		 	Title:	 	  

			
		 		 	LINN ENERGY HOLDCO LLC
				
		 		 	By:	 	  

		 		 	Name:	 	  

		 		 	Title:	 	  

			
		 		 	LINN ENERGY HOLDINGS, LLC
				
		 		 	By:	 	  

		 		 	Name:	 	  

		 		 	Title:	 	  

			
		 		 	LINN OPERATING, LLC
				
		 		 	By:	 	  

		 		 	Name:	 	  

		 		 	Title:	 	  

			
		 		 	LINN MIDWEST ENERGY LLC
				
		 		 	By:	 	  

		 		 	Name:	 	  

		 		 	Title:	 	  



  
 [Signature Page to
Guaranty] 










							
		 		 	LINN MIDSTREAM, LLC
				
		 		 	By:	 	  

		 		 	Name:	 	  

		 		 	Title:	 	  

			
		 		 	LINN MARKETING, LLC
				
		 		 	By:	 	  

		 		 	Name:	 	  

		 		 	Title:	 	  



  
 [Signature Page to
Guaranty] 









 Acknowledged and accepted: 

 

			
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent
		
	By:	 	  

	Name:	 	  

	Title:	 	  




  
 [Signature Page to
Guaranty] 









 EXHIBIT A 

TO GUARANTY 
 SUPPLEMENT
NO.    dated as of                     , 20     (this “Supplement”) to the Guaranty dated as
of February 28, 2017 (as the same may be amended, supplemented or otherwise modified from time to time, the “Guaranty”), by each of Linn Energy Inc., a Delaware corporation (“Linn Energy”), Linn Energy Holdco LLC, a
Delaware limited liability company (“Energy Holdco”), Linn Energy Holdings, LLC (“Energy Holdings”), a Delaware limited liability company, Linn Operating, LLC, a Delaware limited liability company
(“Operating”), Linn Midwest Energy LLC, a Delaware limited liability company (“Midwest”), Linn Midstream, LLC, a Delaware limited liability company (“Midstream”), Linn Marketing, LLC, a Delaware
limited liability company (“Marketing” and together with Linn Energy, Energy Holdco, Energy Holdings, Operating, Midwest, Midstream, and each Person who becomes a party to this Guaranty by execution of a supplement in the form of
Exhibit A hereto, collectively the “Guarantors” and each individually a “Guarantor”) in favor of the Guaranteed Parties. 

Reference is made to Credit Agreement dated as of February 28, 2017 (as from time to time amended, the “Credit Agreement”) by
and among Linn Energy Holdco II LLC, a Delaware limited liability company (the “Borrower”), the Guarantors from time to time party thereto, certain financial institutions from time to time party thereto as lenders (the
“Lenders”) and Wells Fargo Bank, National Association as administrative agent for such Lenders (the “Administrative Agent”). 

Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Guaranty and the Credit
Agreement, as applicable. 
 The Guarantors have entered into the Guaranty in order to induce the Guaranteed Parties to extend credit and
take other actions pursuant to the Loan Documents. Pursuant to Section 8.13(b) of the Credit Agreement, the undersigned Subsidiary is required to enter into the Guaranty as a Guarantor. Section 21 of the Guaranty provides that additional
Subsidiaries may become Guarantors under the Guaranty by execution and delivery of an instrument in the form of this Supplement. The undersigned Subsidiary (the “New Guarantor”) is executing this Supplement in accordance with the
requirements of the Credit Agreement to become a Guarantor under the Guaranty in order to induce the Guaranteed Parties to extend and continue the extension of credit pursuant to the Credit Agreement and/or to enter into and perform under other Loan
Documents. 
 Accordingly, Administrative Agent and the New Guarantor agree as follows: 

SECTION 1. In accordance with Section 21 of the Guaranty, the New Guarantor by its signature below becomes a Guarantor under the Guaranty
with the same force and effect as if originally named therein as a Guarantor and the New Guarantor hereby (a) agrees to all the terms thereof and warrants that the representations and warranties made by it as a Guarantor thereunder are true and
correct on and as of the date hereof and (b) without limiting the foregoing, guaranties the punctual payment of all Guaranteed Obligations now owing or which may in the future be owing by Borrower under the Loan Documents, when the same are due
and payable, whether on demand, at stated maturity, by acceleration or otherwise. Henceforth, each reference to a “Guarantor” in the Loan Documents shall be deemed to include the New Guarantor. The Guaranty is hereby incorporated herein by
reference. 
 SECTION 2. This Supplement may be executed in counterparts, each of which shall constitute an original, but all of which when
taken together shall constitute a single agreement. This Supplement shall become effective when Administrative Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of the New Guarantor and
Administrative Agent. 








 SECTION 3. Except as expressly supplemented hereby, the Guaranty shall remain in full force and
effect. 
 SECTION 4. THIS SUPPLEMENT AND ALL CLAIMS SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS, WITHOUT GIVING EFFECT TO ANY
CONFLICT OF LAW PRINCIPLES. 
 SECTION 5. All communications and notices hereunder shall be in writing and given as provided in
Section 12.01 of the Credit Agreement. All communications and notices hereunder to the New Guarantor shall be given to it at the address set forth under its signature below, with a copy to Administrative Agent. 

[Signature Page Follows] 








 IN WITNESS WHEREOF, the New Guarantor and the Administrative Agent have duly executed this
Supplement to the Guaranty as of the day and year first above written. 
  

			
	[Name of New Guarantor]
		
	By:	 	  

	Name:	 	
	Title:	 	
	Address:	 	
	
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent
		
	By:	 	  

	Name:	 	
	Title:	 	



  
 [Signature Page to
Supplement] 









 EXHIBIT C-2 

FORM OF SECURITY AGREEMENT 

(See attached.) 

  
 Exhibit C-2 









 SECURITY AGREEMENT 

THIS SECURITY AGREEMENT is dated as of February 28, 2017, by Linn Energy Holdco II LLC, a Delaware limited liability company (the “Borrower”)
pursuant to the Credit Agreement (as defined below), by each of the Borrower, Linn Energy Inc., a Delaware corporation (“Linn Energy”), Linn Energy Holdco LLC, a Delaware limited liability company (“Energy Holdco”),
Linn Energy Holdings, LLC, a Delaware limited liability company (“Energy Holdings”), Linn Operating, LLC, a Delaware limited liability company (“Operating”), Linn Midwest Energy LLC, a Delaware limited liability
company (“Midwest”), Linn Midstream, LLC, a Delaware limited liability company (“Midstream”), Linn Marketing, LLC, a Delaware limited liability company (“Marketing” and together with Linn Energy,
Energy Holdco, Energy Holdings, Operating, Midwest, Midstream and each Person who becomes a party to this Agreement by execution of a joinder in the form of Exhibit A hereto, collectively the “Debtors”, and each individually
a “Debtor”), in favor of Wells Fargo Bank, National Association, as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”), for the benefit of the Secured
Parties. 
 W I T N E S S E T H: 

WHEREAS, pursuant to that certain Credit Agreement of even date herewith among the Borrower, the other Debtors party thereto as guarantors
(the “Guarantors”), the lenders from time to time party thereto (the “Lenders”), and the Administrative Agent (as the same may be amended, restated, modified or supplemented and in effect from time to time, the
“Credit Agreement”), the Lenders have agreed, subject to the satisfaction of certain conditions precedent, to make Loans to the Borrower; 

WHEREAS, contemporaneously herewith the Guarantors are entering into that certain Guaranty Agreement of even date herewith (as the same may be
amended, restated, modified or supplemented and in effect from time to time, the “Guaranty”) pursuant to which the Guarantors guarantee the obligations of the Borrower and the other Obligors under the Credit Agreement and the other
Loan Documents; 
 WHEREAS, certain Lenders or Affiliates of Lenders have entered into or may hereafter enter into Secured Swap Agreements
with one or more Debtors; 
 WHEREAS, each of the Debtors other than the Borrower is either (i) a direct or indirect owner of the
capital stock or shares of the Borrower or (ii) a Subsidiary or Affiliate of the Borrower, will benefit directly and indirectly from the credit facilities made available pursuant to the Credit Agreement and is guaranteeing the Obligations
pursuant to the Guaranty; 
 WHEREAS, to induce Administrative Agent and the Lenders to ender into the Credit Agreement and make available
the credit facilities thereunder, and to induce each Secured Hedge Provider to enter into its respective Secured Swap Agreement, each Debtor has agreed to grant the security interests contemplated by this Agreement in order to secure the payment and
performance of the Obligations; and 








 WHEREAS, it is a condition precedent to the availability of Loans under the Credit Agreement that
each Debtor shall have granted the security interests contemplated by this Agreement in order to secure the payment and performance of the Secured Obligations (as defined below). 

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and of the Loans, extensions of credit, commitments
and other financial accommodations referred to herein, the parties hereto agree as follows: 
 SECTION 1. Definitions. 

1.1 The following terms, as used herein, have the meanings set forth below: 

“Agreement” means this Security Agreement, as the same may be amended, restated, modified or supplemented and in effect from
time to time in accordance with the terms hereof. 
 “Collateral” has the meaning assigned to that term in Section 2.

 “Control” means: (a) with respect to any Deposit Accounts, control within the meaning of Section 9.104 of
the UCC; (b) with respect to any Securities Accounts, Security Entitlements, Commodity Contract or Commodity Account, control within the meaning of Section 9-106 of the UCC; (c) with respect to
any Uncertificated Securities, control within the meaning of Section 8.106(c) of the UCC; (d) with respect to any Certificated Security, control within the meaning of Section 8.106(a) or (b) of the UCC; (e) with respect to
any Electronic Chattel Paper, control within the meaning of Section 9.105 of the UCC; and (f) with respect to Letter-of-Credit Rights, control within the
meaning of Section 9.107 of the UCC. 
 “Copyright Security Agreement” means, if any, each Copyright Security
Agreement executed and delivered by any Debtor to Administrative Agent, as the same may be amended and in effect from time to time. 

“Copyrights” means any copyrights, copyright registrations and copyright applications, and all renewals, extensions and
continuations of any of the foregoing. 
 “Debtor Claims” means all debts and obligations of the Borrower or any other
Debtor to any Debtor, including but not limited to any obligation of the Borrower or any other Debtor to such Debtor as subrogee of the Secured Parties or resulting from such Debtor’s performance under this Agreement, whether such debts and
obligations now exist or are hereafter incurred or arise, or whether the obligation of the debtor thereon be direct, contingent, primary, secondary, several, joint and several, or otherwise, and irrespective of whether such debts or obligations be
evidenced by note, contract, open account, or otherwise, and irrespective of the Person or Persons in whose favor such debts or obligations may, at their inception, have been, or may hereafter be created, or the manner in which they have been or may
hereafter be acquired by such Debtor. 
 “Debtor Relief Laws” means the Bankruptcy Code (Title 11, United States Code), any
successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the 

  
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benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time
in effect and affecting the rights of creditors generally. 
 “Deposit Account Control Agreement” has the meaning assigned
to that term in Section 4.12. 
 “Excluded Property” means, with respect to a Debtor, (a) any Excluded Account,
(b) any equipment or goods that are subject to a “purchase money security interest” or a Lien securing a Capital Lease, in each case permitted by the Credit Agreement, but only to the extent that such item of Collateral (or any
agreement governing such item of Collateral) contains a term or is subject to a rule of law, statute or regulation that restricts, prohibits, or requires a consent (that has not been obtained) of a Person (other than such Debtor) to, the creation,
attachment or perfection of the security interest granted herein, and any such restriction, prohibition and/or requirement of consent is effective and enforceable under applicable law and is not rendered ineffective by applicable law (including,
without limitation, pursuant to Sections 9.406, 9.407, 9.408 or 9.409 of the UCC), (c) “intent-to-use” Trademarks to the extent that, and solely during the
period in which, the grant, attachment or enforcement of a security interest therein would, under applicable federal law, impair the registrability of such applications or the validity or enforceability of registrations issuing from such
applications, (d) any item of General Intangibles that is now or hereafter held by such Debtor but only to the extent that such item of General Intangibles (or any agreement evidencing such item of General Intangibles) contains a term or is
subject to a rule of law, statute or regulation that restricts, prohibits, or requires a consent (that has not been obtained) of a Person (other than such Debtor) to, the creation, attachment or perfection of the security interest granted herein,
and any such restriction, prohibition and/or requirement of consent is effective and enforceable under applicable law and is not rendered ineffective by applicable law (including, without limitation, pursuant to Sections 9.406, 9.407, 9.408 or 9.409
of the UCC), and (e) any property to the extent the grant or maintenance of a Lien on such property (i) is prohibited by any Governmental Requirement, (ii) could reasonably be expected to result in material adverse tax consequences to
the Borrower or any Subsidiary of the Borrower, or (iii) requires a consent refused by any Governmental Authority pursuant to applicable law; provided, however, that (x) Excluded Property shall not include any Proceeds of any
Excluded Property if such Proceeds do not otherwise constitute Excluded Property, and (y) any such Collateral that at any time ceases to satisfy the criteria for Excluded Property (whether as a result of the applicable Debtor obtaining any
necessary consent, any change in any rule of law, statute or regulation, or otherwise), shall no longer be Excluded Property. 

“Federal Registration Collateral” means Collateral with respect to which Liens may be registered, recorded or filed under, or
notice thereof given under, any federal statute or regulation. 
 “Hydrocarbons” means oil, gas, casinghead gas,
condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons and all products refined therefrom and all other minerals extracted or otherwise derived from Oil and Gas Properties. 

“Indemnitees” has the meaning given to that term in Section 13. 

  
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 “Intellectual Property” means, collectively, all Copyrights, Patents and
Trademarks. 
 “Patent Security Agreement” means, if any, each Patent Security Agreement executed and delivered by any
Debtor to Administrative Agent, as the same may be amended and in effect from time to time. 
 “Patents” means any patents
and patent applications and all renewals, extensions and continuations of any of the foregoing. 
 “Permitted Liens” means
liens permitted under Section 9.03 of the Credit Agreement. 
 “Secured Obligations” means the Obligations (as defined
in the Credit Agreement), the Guaranteed Obligations (as defined in the Guaranty Agreement) and all other obligations and indebtedness of any Debtor now or hereafter arising under the Loan Documents. 

“Securities Account Control Agreement” has the meaning given to that term in Section 4.11. 

“Security Interests” means the security interests granted or provided for pursuant to Section 2 hereof and pursuant to
any Copyright Security Agreements, Patent Security Agreements and Trademark Security Agreements, as well as all other security interests created, assigned or provided as additional security for the Secured Obligations pursuant to the provisions of
this Agreement or any of the other Loan Documents. 
 “Security Termination” means such time at which each of the following
events shall have occurred on or prior to such time: (a) all Commitments have terminated or expired; (b) the Credit Agreement has terminated; (c) all Secured Obligations (other than obligations under any Secured Swap Agreement and
other than indemnities and other contingent obligations not then due and payable and as to which no claim has been made as of the time of determination) have been indefeasibly paid in full in cash; (d) all Secured Swap Agreements have been
terminated and paid in full, novated or the applicable Debtor has provided substitute collateral to the Secured Hedge Provider thereunder to the extent provided under the applicable Secured Swap Agreement (or as to which other arrangements
satisfactory to the applicable Secured Hedge Provider shall have been made); and (e) all Letters of Credit have expired or terminated or the LC Exposure has been cash collateralized (or as to which other arrangements satisfactory to the
applicable Debtor and the Issuing Bank shall have been made), as provided for in the Credit Agreement. 
 “Trademark Security
Agreement” means, if any, each Trademark Security Agreement executed and delivered by any Debtor to Administrative Agent, as the same may be amended and in effect from time to time. 

“Trademarks” means any trademarks, trademark registrations, and trademark applications, all renewals, extensions and
continuations of any of the foregoing and all goodwill attributable to any of the foregoing. 

  
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 “UCC” means the Uniform Commercial Code as from time to time in effect in the
State of Texas; provided, however, that, in the event that, by reason of mandatory provisions of law, any of the attachment, perfection or priority of Administrative Agent’s and the other Secured Parties’ security interest in
any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of Texas, the term “UCC” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the
provisions hereof relating to such attachment, perfection, priority or the effect thereof and for purposes of definitions related to such provisions. 

1.2 Other Definition Provisions. References to “Sections” or “Schedules” shall be to Sections or Schedules of this
Agreement unless otherwise specifically provided. For purposes hereof, “including” is not limiting and “or” is not exclusive. Except as provided by the immediately following sentence, capitalized terms used herein and not
otherwise defined herein shall have the respective meanings provided for in the Credit Agreement. All capitalized terms defined in the UCC and not otherwise defined herein shall have the respective meanings provided for by the UCC. Any of the terms
defined in Section 1.1 may, unless the context otherwise requires, be used in the singular or the plural depending on the reference. All references to statutes and related regulations shall include any amendments of same and any successor
statutes and regulations. 
 SECTION 2. Grant of Security Interests. 

2.1 To secure the payment and performance of the Secured Obligations, each Debtor hereby grants to Administrative Agent, for its benefit and
the benefit of the other Secured Parties, a lien on and security interest in any and all right, title and interest in and to any and all property and interests in property of such Debtor, whether now owned or existing or hereafter created, acquired
or arising, including all of the following properties and interests in properties, whether now owned or hereafter created, acquired or arising (all being collectively referred to herein as the “Collateral”): 

(a) Accounts; 
 (b) Chattel
Paper (whether Tangible Chattel Paper or Electronic Chattel Paper); 
 (c) Commercial Tort Claims, including without limitation those
Commercial Tort Claims in which such Debtor has any interest specified on Schedule 3.8; 
 (d) Deposit Accounts, all cash, and other
property deposited therein or otherwise credited thereto from time to time and other monies and property in the possession or under the control of Administrative Agent or any Secured Party or any affiliate, representative, agent or correspondent of
Administrative Agent or any Secured Party; 
 (e) Documents; 

(f) General Intangibles (including without limitation any and all Intellectual Property and any and all rights in and under any Swap
Agreement) and all rights under insurance contracts and rights to insurance proceeds; 

  
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 (g) Goods, including without limitation any and all Inventory, Equipment and Fixtures; 

(h) Instruments; 
 (i)
Investment Property, and all dividends, distributions, return of capital, interest, distributions, value, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any
investment property and all subscription warrants, rights or options issued thereon or with respect thereto; 
 (j) Letter-of-Credit Rights (whether or not the letter of credit is evidenced by a writing); 

(k) As-Extracted Collateral, including without limitation the Hydrocarbons or accounts resulting from
the sale thereof at the wellhead or minehead; 
 (l) Supporting Obligations; 

(m) any and all other personal property and interests in property whether or not subject to the UCC; 

(n) any and all books and records, in whatever form or medium, that at any time evidence or contain information relating to any of the
foregoing properties, interests in properties or any oil, gas or mineral properties and interests, or that are otherwise necessary or helpful in the collection thereof or realization thereon; 

(o) all Accessions and additions to, and substitutions and replacements of, any and all of the foregoing; and 

(p) all Proceeds and products of the foregoing, all insurance pertaining to the foregoing and proceeds thereof and all collateral security and
guarantees given with respect to any of the foregoing. 
 For the avoidance of doubt, the lien and security interest granted pursuant to this
Section 2.1 shall not apply to (i) Excluded Property or (ii) any property or asset to the extent the burden of perfection would exceed the benefit to the Secured Parties in the reasonable written determination of Administrative Agent
(including, without limitation, (y) the annotation of vehicle and other titles to reflect the Liens granted by the Loan Documents; and (z) obtaining the consent of any Governmental Authority that is a tribal nation to the grant or
maintenance of a Lien on such property). 
 2.2 The security interest created hereby in the Collateral secures the payment and performance
of all Secured Obligations. Without limiting the generality of the foregoing, this Agreement secures, as to each Debtor, the payment of all amounts that constitute part of the Secured Obligations and would be owed by any Debtor to any Secured Party
under the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving a Debtor. 

  
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 2.3 This Agreement is executed and granted for the pro rata benefit and security of
Administrative Agent and the other Secured Parties as security for the Secured Obligations until Security Termination has occurred; it being understood and agreed that possession of any Note (or any replacements of any said Note) at any time by the
Borrower or any other Debtor shall not in any manner extinguish the Secured Obligations, such Notes or this Agreement securing payment thereof, and the Borrower shall have the right to issue and reissue any of the Notes from time to time as its
interest or as convenience may require, without in any manner extinguishing or affecting the Secured Obligations, the obligations under any of the Notes, or the security of this Agreement. 

2.4 Without limiting any other provision of this Agreement, as additional security hereunder, Debtors have absolutely and unconditionally
granted, assigned, transferred and conveyed, and do hereby absolutely and unconditionally grant, assign, transfer and convey unto the Administrative Agent, for its benefit and the benefit of Lenders all of the
As-extracted Collateral relating to the Hydrocarbons and all products obtained or processed therefrom, and the revenues and proceeds now and hereafter attributable to the Hydrocarbons and said products and all
payments in lieu of the Hydrocarbons such as “take or pay” payments or settlements. If an Event of Default shall occur, then at the election of the Administrative Agent the Hydrocarbons and products are to be delivered into pipe lines
connected with any Oil and Gas Property, or to the purchaser thereof, to the credit of the Administrative Agent, for its benefit and the benefit of Lenders; and all such revenues and proceeds shall be paid directly to the Administrative Agent, at
its banking headquarters in Houston, Texas, with no duty or obligation of any party paying the same to inquire into the rights of the Administrative Agent to receive the same, what application is made thereof, or as to any other matter. Debtors
agree to perform all such acts, and to execute all such further assignments, transfers and division orders and other instruments as may be required or desired by the Administrative Agent or any party in order to have said proceeds and revenues so
paid to the Administrative Agent. The Administrative Agent is fully authorized to receive and give receipt for said revenues and proceeds; to endorse and cash any and all checks and drafts payable to the order of Debtors or the Administrative Agent
for the account of Debtors received from or in connection with said revenues or proceeds and to hold the proceeds thereof in a bank account as additional Collateral securing the Secured Obligations; and to execute transfer and division orders in the
names of Debtors, or otherwise, with warranties binding Debtors. The Administrative Agent shall not be liable for any delay, neglect or failure to effect collection of any proceeds or to take any other action in connection therewith or hereunder;
but the Administrative Agent shall have the right, at its election, in the names of Debtors or otherwise, to prosecute and defend any and all actions or legal proceedings deemed advisable by the Administrative Agent in order to collect such funds
and to protect the interests of the Administrative Agent and/or Debtors, with all costs, expenses and attorneys’ fees incurred in connection therewith being paid by Debtors. Debtors hereby appoint the Administrative Agent as Debtors’ attorney-in-fact to pursue any and all rights of Debtors to liens on and security interests in the Hydrocarbons securing payment of proceeds of runs attributable to the
Hydrocarbons. In addition to the rights granted to the Administrative Agent in Section 2.1, Debtors hereby further transfer and assign to the Administrative Agent any and all such liens, security interests, financing
statements or similar interests of Debtors attributable to Debtors’ interest in the Hydrocarbons and proceeds of runs therefrom arising under or created by statutory provision, 

  
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judicial decision or otherwise. The power of attorney granted to Beneficiary in this Section 2.4, being coupled with an interest, shall be irrevocable so long as the
Secured Obligations or any part thereof remains unpaid. Until such time as an Event of Default has occurred and is continuing, but subject to the provisions of the Credit Agreement, the Administrative Agent hereby grants to Grantors a license to
sell, receive and give receipt for proceeds from the sale of Hydrocarbons, which license shall automatically terminate upon such Event of Default and for so long as the same continues. For the avoidance of doubt, if the foregoing license is
terminated as a result of an occurrence of an Event of Default, such license shall be automatically reinstated if such Event of Default is waived pursuant to the terms of the Credit Agreement. Nothing herein contained shall modify or otherwise alter
the obligation of the Borrower to make prompt payment of all principal and interest owing on the Obligations when and as the same become due regardless of whether the proceeds of the Hydrocarbons are sufficient to pay the same and the rights
provided in accordance with the foregoing assignment provision shall be cumulative of all other security of any and every character now or hereafter existing to secure payment of the Obligations. 

SECTION 3. Representations and Warranties. 

Each Debtor represents and warrants to Administrative Agent and to each other Secured Party as follows: 

3.1 Binding Obligation; Perfection. This Agreement constitutes a valid and binding obligation of such Debtor, enforceable against it in
accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, or similar laws relating to the enforcement of creditors’ rights generally and by general equitable principles. Administrative Agent has a valid and
perfected first priority security interest (subject to Permitted Liens) in the Collateral to the extent a lien in such Collateral can be perfected by the filing of a UCC-1 financing statement in the Secretary
of State office of such Debtor’s state of incorporation or formation, securing the payment of the Secured Obligations, and such Security Interests are entitled to all of the rights, priorities and benefits afforded by the UCC or other
applicable law as enacted in any relevant jurisdiction which relates to perfected security interests. 
 3.2 Collateral Locations.
For each Debtor, Schedule 3.2 sets forth as of the closing date all addresses at which any personal property Collateral (as described in Section 2.1(m) above) with value in excess of $2,000,000 is located, indicating for each whether such location
is owned or leased by the applicable Debtor, or owned or operated by a third-party such as a warehouseman, consignee or processor, other than Collateral in transit or out for repair, in each case in the ordinary course of business or other
immaterial Collateral in the temporary possession of employees and other third parties in the ordinary course of business; provided, however, that this Section 3.2 shall not apply to locations at which any Debtor primarily holds
interests in Oil and Gas Properties to the extent set forth in the Initial Reserve Report or other Security Instruments. Schedule 3.2 indicates which of the foregoing addresses serves as each Debtor’s chief executive office. 

  
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 3.3 Existing Liens. Except for Permitted Liens, each Debtor owns its respective
Collateral, and will own all after-acquired Collateral, free and clear of any Lien. No effective financing statement or other form of lien notice covering all or any part of the Collateral is on file in any
recording office, except for those pertaining to Permitted Liens or those filed in favor of Administrative Agent relating to this Agreement pertaining to Permitted Liens or as to which a duly authorized termination statement relating to such UCC
financing statement or other instrument has been delivered to Administrative Agent on the Closing Date. 
 3.4 Governmental
Authorizations; Consents. No authorization, approval or other action by, and no notice to or filing with, any Governmental Authority or consent of any other Person is required for (i) the grant by any Debtor of the Security Interests
granted hereby or for the execution, delivery or performance of this Agreement by any Debtor; or (ii) the exercise by Administrative Agent of its rights and remedies hereunder (except as may have been accomplished by or at the direction of a
Debtor or Administrative Agent). Except for (a) the filing of UCC financing statements with the Secretary of State of each Debtor’s jurisdiction of organization, (b) the filing of any necessary registrations, recordations or notices,
as applicable, in respect of any Federal Registration Collateral, (c) delivery of sufficient identification to Administrative Agent of Commercial Tort Claims, (d) consent of the issuer with respect to Letter-of-Credit Rights, (e) execution and delivery of (1) Deposit Account Control Agreements in respect of Deposit Accounts and (2) Securities Account Control Agreement in respect of
Securities Accounts, and (f) the establishment of control (as defined in any applicable Section of the UCC) with respect to any other Collateral in which a security interest may be perfected by such control no authorization, approval or other
action by, and no notice to or filing with, any Governmental Authority or consent of any other Person is required for the perfection of the Security Interests granted hereby and pursuant to any other Loan Documents. 

3.5 Accounts. All material amounts represented by each Debtor to Administrative Agent as owing by Account Debtors, are the correct
amounts actually and unconditionally owing, except (i) for normal cash discounts and allowances where applicable and (ii) for such amounts the failure of which to be correct could not result in or have a Material Adverse Effect. No Account
Debtor has any defense, set-off, claim or counterclaim against any Debtor that can be asserted against Administrative Agent, whether in any proceeding to enforce Administrative Agent’s rights in the
Collateral or otherwise except defenses, setoffs, claims or counterclaims that are not, in the aggregate, material to the value of the Accounts. In the event that a Debtor receives a promissory note or other Instrument with a value in excess of
$2,000,000 payable in respect of the Accounts, the Borrower shall (i) notify Administrative Agent within thirty (30) days of such receipt (or such later date as Administrative Agent may agree to in its sole discretion) and (ii) if
requested by the Administrative Agent, take all such action(s) as may be necessary to pledge such promissory note or other Instrument as Collateral hereunder and to perfect the Security Interests granted hereby with respect to such Collateral. 

3.6 Inventory. No Inventory of any Debtor is subject to any licensing, patent, trademark, trade name or copyright agreement with any
Person that restricts any Debtor’s or Administrative Agent’s ability to manufacture and/or sell the Inventory. The production of the Inventory does not conflict with oil and gas partnership agreements, oil and gas leases, farm-out 

  
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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, except as could not reasonably be expected to cause a Material Adverse Effect. None of any Debtor’s Inventory has been produced in violation of any
provision of the Fair Labor Standards Act of 1938, or in violation of any other law, which violations could reasonably be expected to have a Material Adverse Effect. 

3.7 Intellectual Property. As of the date of the last certificate delivered to the Administrative Agent pursuant to Section 4.3(b), the
Copyrights, Patents and Trademarks listed on the respective schedules to each of the Copyright Security Agreements, Patent Security Agreements and Trademark Security Agreements executed by a Debtor in connection herewith constitute all of the
Collateral consisting of Federal Registration Collateral that is Intellectual Property owned by each Debtor. All material Intellectual Property owned by any Debtor is valid, subsisting and enforceable and all filings necessary to maintain the
effectiveness of such registrations have been made. The execution, delivery and performance of this Agreement by the Debtors will not violate or cause a default under any Intellectual Property or any agreement in connection therewith. 

3.8 Certain Collateral Disclosures. Except in each case as set forth on Schedule 3.8, as of the Closing Date, no Debtor has any
ownership interest in any Chattel Paper, Letter-of-Credit Rights, Commercial Tort Claims, Documents, or Equipment covered by any certificate of title, in each case, with
a face value, fair market value or claimed amount, as applicable, in excess of $2,000,000 individually or, with respect to each type of Collateral, $4,000,000 in the aggregate. 

3.9 Control Arrangements. Except for (a) Control arising by operation of law in favor of banks and securities intermediaries
having custody over the Deposit Accounts and Securities Accounts set forth on Schedule 3.9 (or otherwise as permitted pursuant to this Agreement) and (b) in respect of Liens of Administrative Agent and Permitted liens, no Person has Control of
any Deposit Accounts, Securities Accounts, Electronic Chattel Paper, Investment Property or Letter-of-Credit Rights in which any Debtor has any interest. 

3.10 [Reserved]. 
 3.11
Survival of Representations and Warranties. All representations and warranties of the Debtors contained in this Agreement shall survive the execution and delivery of this Agreement. 

SECTION 4. Covenants and Further Assurances. 

4.1 Name or Entity Changes. No Debtor shall change its name, type of organization or jurisdiction of organization except as may be
permitted under the Credit Agreement. 

  
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 4.2 Maintenance of Perfected Security Interest. Each Debtor shall take all actions
reasonably requested by Administrative Agent to maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 3.1 and shall defend such security interest against the
claims and demands of all Persons whomsoever subject to the rights of such Debtor under the Loan Documents to dispose of the Collateral. 

4.3 Intellectual Property. 

(a) Each Debtor shall concurrently herewith deliver to Administrative Agent each Copyright Security Agreement, Patent Security Agreement and
Trademark Security Agreement and all other documents, instruments and other items as Administrative Agent may reasonably request for Administrative Agent to file such agreements with the U.S. Copyright Office and the U.S. Patent and Trademark
Office, as applicable. 
 (b) If any Debtor acquires title to any new or additional Federal Registration Collateral consisting of
Intellectual Property or rights thereto, the Borrower shall cause such acquisition to be properly reflected on the immediately subsequent certificate delivered to the Administrative Agent pursuant to Section 8.01(c) of the Credit Agreement. 

(c) Each Debtor shall: (i) use commercially reasonable efforts to prosecute, as deemed appropriate in such Debtor’s reasonable
business judgment, any material Intellectual Property application owned by such Debtor at any time pending; (ii) make application for registration or issuance of all new or additional Intellectual Property as reasonably deemed appropriate by
such Debtor; (iii) preserve and maintain all rights in the material Intellectual Property owned by such Debtor to the extent and in a manner determined by such Debtor in the exercise of such Debtor’s reasonable business judgment; and
(iv) use commercially reasonable efforts to obtain any consents, waivers or agreements that Administrative Agent may reasonably request to enable the Administrative Agent to exercise its remedies with respect to any and all Intellectual
Property. 
 (d) No Debtor shall abandon any right to file a material Intellectual Property application nor shall any Debtor abandon any
material pending Intellectual Property application, or material registered Intellectual Property, except as a Debtor may determine in its reasonable business judgment is no longer useful in the operation of its business. 

(e) Each Debtor hereby grants to Administrative Agent a non-exclusive license to use all Intellectual
Property owned or used by such Debtor to the extent necessary to enable Administrative Agent, effective upon the occurrence and during the continuance of any Event of Default, to realize on the Collateral and any permitted successor or assign to
enjoy the benefits of the Collateral. Administrative Agent acknowledges and agrees that the quality of the products with which the licensed Trademarks will be used shall be subject to the Debtor’s approval, solely to the extent the retention by
the Debtor of such quality approval right is necessary to preserve the validity and enforceability of such Trademarks. This license shall inure to the benefit of Administrative Agent and its permitted successors, assigns and transferees, whether by
voluntary conveyance, operation of law, assignment, transfer, foreclosure, deed in lieu of foreclosure or otherwise. Such license is granted free of charge, without requirement that any monetary payment whatsoever including, without limitation, any
royalty or license fee, be made to any Debtor or any other Person by Administrative Agent or any Secured Party or any other Person. 

  
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 4.4 Bailees. No Collateral with a fair market value in excess of $5,000,000 shall at any
time be in the possession or control of any warehouseman, consignee, bailee or any of any Debtor’s agents or processors without prior written notice to Administrative Agent and the receipt by Administrative Agent, if Administrative Agent has so
requested, of warehouse receipts or bailee lien waivers (as applicable) satisfactory to Administrative Agent prior to the commencement of such possession or control or such later date as agreed to by the Administrative Agent. For the avoidance of
doubt this Section 4.4 does not apply to Collateral in the possession of freight handlers or other transportation providers. 
 4.5
Chattel Paper and Instruments. Each Debtor shall deliver, within thirty (30) days (or such later date as Administrative Agent may agree to in its sole discretion) to Administrative Agent all Tangible Chattel Paper and all Instruments
with an original face amount in excess of (i) $2,000,000 individually or (ii) with respect to each type of Collateral, $4,000,000 in the aggregate, duly endorsed and accompanied by duly executed instruments of transfer or assignment, all
in form and substance reasonably satisfactory to Administrative Agent. Upon request by Administrative Agent, each Debtor shall provide Administrative Agent with Control of all Electronic Chattel Paper with a face value in excess of $4,000,000
individually or in the aggregate by having Administrative Agent identified as the assignee of the Records pertaining to the single authoritative copy thereof and otherwise complying with the applicable elements of Control set forth in the UCC. Upon
the request by Administrative Agent, each Debtor will mark conspicuously all Chattel Paper and all Instruments held by such Debtor with a legend, in form and substance satisfactory to Administrative Agent, indicating that such Chattel Paper and such
Instruments are subject to the Security Interests granted hereby. 
 4.6 Letters of Credit. Each Debtor shall deliver, within thirty
(30) days (or such later date as Administrative Agent may agree to in its sole discretion) to Administrative Agent all Letters of Credit with an original face amount in excess of (i) $2,000,000 individually or (ii) $4,000,000 in the
aggregate, duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to Administrative Agent. Each Debtor shall take any and all actions Administrative Agent may
reasonably request, from time to time, to cause Administrative Agent to obtain exclusive Control of any such Letter-of-Credit Rights owned by such Debtor in a manner
reasonably acceptable to Administrative Agent. 
 4.7 Equipment. Upon request of Administrative Agent, upon the occurrence and during
the continuance of an Event of Default, each Debtor shall promptly deliver to Administrative Agent any and all certificates of title, applications for title or similar evidence of ownership of all Equipment and shall cause Administrative Agent to be
named as lienholder on any such certificate of title or other evidence of ownership. 
 4.8 Investment Property. Each Debtor shall
take any and all actions as Administrative Agent may reasonably request from time to time, to (i) cause Administrative Agent to obtain exclusive Control of any Investment Property that constitutes Collateral owned by such Debtor in a manner
reasonably acceptable to Administrative Agent and (ii) obtain from 

  
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any issuers of Investment Property that constitutes Collateral and such other Persons, for the benefit of Administrative Agent, written confirmation of Administrative Agent’s Control over
such Investment Property upon terms and conditions reasonably acceptable to Administrative Agent. 
 4.9 General Intangibles. Each
Debtor shall, upon the occurrence and during the continuation of an Event of Default, at the request of the Administrative Agent, use commercially reasonable efforts to obtain any consents, waivers or agreements necessary to enable Administrative
Agent to exercise remedies hereunder and under the other Loan Documents with respect to any of such Debtor’s rights under any General Intangibles. 

4.10 Commercial Tort Claims. Each Debtor shall promptly, but in any event, within thirty (30) days (or such later date as
Administrative Agent may agree to in its sole discretion) advise Administrative Agent upon such Debtor becoming aware that it has any interest in Commercial Tort Claims with a claimed amount in excess of (i) $2,000,000 individually or
(ii) $4,000,000 in the aggregate. With respect to any Commercial Tort Claim in which any Debtor has any interest, such Debtor shall execute and deliver such documents as Administrative Agent may reasonably request, to create, perfect and
protect Administrative Agent’s security interest in such Commercial Tort Claim. 
 4.11 Securities Accounts. Upon request by
Administrative Agent, each Debtor agrees to enter into a control agreement (“Securities Account Control Agreement”), in a form reasonably agreed to by Administrative Agent, with each institution with which such Debtor maintains from
time to time any Securities Account. Except as expressly permitted by Section 8.19 of the Credit Agreement, no Debtor shall establish any Securities Account with any institution unless prior thereto Administrative Agent and such Debtor shall
have entered into a Securities Account Control Agreement with such institution, or unless Administrative Agent shall have waived such requirement. Each Securities Account Control Agreement shall provide, among other things, that the institution
maintaining the Securities Account will waive certain rights of setoff and will, from and after receipt by such institution of written notice from Administrative Agent that an Event of Default has occurred and is continuing, transfer all assets held
by such institution on behalf of the applicable Debtor, as Administrative Agent may direct. 
 4.12 Bank Accounts; Collection of Accounts
and Payments. Upon request by Administrative Agent, each Debtor agrees to enter into a deposit account control agreement (“Deposit Account Control Agreement”), in a form reasonably agreed to by Administrative Agent, with each
financial institution with which such Debtor maintains from time to time any Deposit Account (excluding Excluded Accounts). Except as expressly permitted by Section 8.19 of the Credit Agreement, no Debtor shall establish any Deposit Account
(other than any Excluded Account) with any financial institution unless prior thereto Administrative Agent and such Debtor shall have entered into a Deposit Account Control Agreement with such financial institution, or unless Administrative Agent
shall have waived such requirement. Each Deposit Account Control Agreement shall provide, among other things, that the financial institution maintaining the Deposit Account will waive certain rights of setoff and will, from and after receipt by such
financial institution of written notice from Administrative Agent that an Event of Default has occurred and is continuing, transfer all amounts held by such financial institution on behalf of the applicable Debtor, as Administrative Agent may
direct. 

  
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 4.13 Collateral Generally. 

(a) Each Debtor hereby authorizes Administrative Agent to file one or more financing or continuation statements, and amendments thereto (or
similar documents required by any laws of any applicable jurisdiction), relating to all or any part of the Collateral without the signature of such Debtor (to the extent such signature is required under the laws of any applicable jurisdiction),
which financing statements may describe the Collateral as “all assets” or “all personal property” or words of like import. 

(b) Each Debtor will furnish to Administrative Agent, from time to time upon reasonable request, statements and schedules further identifying,
updating, and describing the Collateral and such other information, reports and evidence concerning the Collateral as Administrative Agent may reasonably request, all in reasonable detail. 

(c) Each Debtor shall give Administrative Agent prompt written notice of any change in such Debtor’s chief executive office and principal
place of business. 
 (d) Each Debtor shall keep books and records relating to the Collateral that are materially full and accurate and upon
occurrence and during the continuance of an Event of Default shall stamp or otherwise mark such books and records in such manner as Administrative Agent may reasonably request indicating that the Collateral is subject to the Security Interests
granted hereby. 
 (e) Beyond the safe custody thereof, each Debtor agrees that Administrative Agent shall have no duties concerning the
custody and preservation of any Collateral in its possession (or in the possession of any agent or bailee) or with respect to any income thereon or the preservation of rights against prior parties or any other rights pertaining thereto.
Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property.
Administrative Agent shall not be liable or responsible for any loss or damage to any of the Collateral, or for any diminution in the value thereof, by reason of the act or omission of any warehouseman, carrier, forwarding agency, consignee or other
agent or bailee selected by Administrative Agent in good faith. 
 (f) Each Debtor assumes all liability and responsibility in connection
with the Collateral acquired by it, and the liability of the Debtors to pay the Secured Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, stolen, damaged, or for any reason whatsoever
unavailable to the Debtors. 
 (g) At any time, in order to comply with any legal requirement in any jurisdiction, or to effect or continue
the creation, attachment or perfection of the Liens and security interest granted herein, Administrative Agent may appoint any bank or trust company or one or more other Persons, either to act as co-agent or co-agents, jointly with Administrative Agent, or to act as a separate agent or agents on behalf of Administrative Agent and/or the other Secured Parties, with such of Administrative Agent’s power and authority
hereunder as may be necessary for the effective operation of the provisions hereof and may be specified in the instrument of appointment. 

  
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 4.14 Federal Compliance. Each Debtor shall promptly notify Administrative Agent in writing
of any Collateral which constitutes a claim against the United States government or any instrumentality or agency thereof, the assignment of which claim is restricted by federal law, and which has a value exceeding $4,000,000 in the aggregate;
provided, however, that this Section 4.14 shall not apply to any claims against the Bureau of Land Management or the Bureau of Indian Affairs. Upon the request of Administrative Agent, each Debtor shall take such steps as may be
necessary, or that Administrative Agent may reasonably request to comply with any applicable federal assignment of claims laws and other comparable laws. 

4.15 Debtors Remain Liable. Anything herein to the contrary notwithstanding: (i) this Agreement shall have no effect on any
Debtor’s liability or obligations under the contracts and agreements included in the Collateral; (ii) the exercise by Administrative Agent of any of the rights hereunder shall not release any Debtor from any of its duties or obligations
under the contracts and agreements included in the Collateral; (iii) neither Administrative Agent nor any Secured Party shall have any obligation or liability under the contracts and agreements included in the Collateral by reason of this
Agreement, nor shall Administrative Agent nor any Secured Party be obligated to perform any of the obligations or duties of any Debtor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder; and
(iv) neither Administrative Agent nor any Secured Party shall have any liability in contract or tort for any Debtor’s acts or omissions. 

4.16 Other Documents and Actions. Each Debtor shall, from time to time, at its expense, promptly execute and deliver all further
instruments, documents and notices and take all further action that Administrative Agent may reasonably request in order to create, perfect and protect any Security Interests granted hereby, or to enable Administrative Agent to exercise and enforce
its rights and remedies hereunder or under any other Loan Document with respect to any Collateral. 
 SECTION 5. Remedial Provisions. 

5.1 Upon the occurrence and during the continuance of an Event of Default, Administrative Agent shall have the right without notice or demand
or legal process to: (i) notify the Account Debtor under any Accounts (or any other Person obligated thereon) of the Lien granted upon such Accounts in favor of Administrative Agent and to direct such Account Debtors and other Persons to make
payment of all amounts due or to become due or otherwise render performance directly to Administrative Agent; (ii) so long as any of the Secured Obligations have been accelerated, exercise the rights of each Debtor with respect to the
obligation of the Account Debtor to make payment or otherwise render performance to the applicable Debtor and with respect to any property that secures the obligations of the Account Debtor or any other Person obligated on the Collateral; and
(iii) so long as any of the Secured Obligations have been accelerated, adjust, settle or compromise the amount or payment of such Accounts. 

5.2 Upon the occurrence and during the continuance of an Event of Default, Administrative Agent or its attorneys shall have the right without
notice or demand or legal process (unless the same shall be required by applicable law), personally, or by an agent, (i) to 

  
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enter upon, occupy and use any premises owned or leased by any Debtor or where the Collateral is located (or is believed to be located) until the Secured Obligations are paid in full without any
obligation to pay rent to any Debtor, to render the Collateral useable or saleable and to remove the Collateral or any part thereof to the premises of Administrative Agent for such time as Administrative Agent may desire in order to effectively
collect or liquidate the Collateral and use in connection with such removal any and all services, supplies and other facilities of any Debtor; (ii) to take possession of any Debtor’s original books and records, to obtain access to any
Debtor’s data processing equipment, computer hardware and Software relating to the Collateral and to use all of the foregoing and the information contained therein in any manner Administrative Agent deems appropriate; and (iii) to notify
postal authorities to change the address for delivery of any Debtor’s mail to an address designated by Administrative Agent and to receive, open and dispose of all mail addressed to any Debtor. If any Debtor’s books and records are
prepared or maintained by an accounting service, contractor or other third party agent, each Debtor hereby irrevocably authorizes such service, contractor or other agent, upon notice by Administrative Agent to such Person that an Event of Default
has occurred and is continuing, to deliver to Administrative Agent or its designees such books and records, and to follow Administrative Agent’s instructions with respect to further services to be rendered. 

5.3 If any Event of Default shall have occurred and be continuing, Administrative Agent may exercise in respect of the Collateral, in addition
to all other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of Administrative Agent on default under the UCC (whether or not the UCC applies to the affected Collateral) and also may:
(i) require any Debtor to, and each Debtor hereby agrees that it will, at its expense and upon request of Administrative Agent forthwith, assemble all or part of the Collateral as directed by Administrative Agent and make it available to
Administrative Agent at any place or places designated by Administrative Agent which is reasonably convenient to Administrative Agent in which event each Debtor shall at its own expense (A) forthwith cause the same to be moved to the place or
places so designated by Administrative Agent, (B) store and keep any Collateral so delivered to Administrative Agent at such place or places pending further action by Administrative Agent, and (C) while Collateral shall be so stored and
kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain the Collateral in good condition; (ii) withdraw all cash in any Deposit Account and apply such monies in payment of the
Secured Obligations; and (iii) without notice except as specified below, sell, lease, license or otherwise dispose of the Collateral or any part thereof by one or more contracts, in one or more parcels at public or private sale, and without the
necessity of gathering at the place of sale of the property to be sold, at any of Administrative Agent’s offices or elsewhere, at such time or times, for cash, on credit or for future delivery, and at such price or prices and upon such other
terms as Administrative Agent may deem commercially reasonable. Administrative Agent shall have no obligation to marshal any Collateral in favor of any Debtor or any other Obligor. 

5.4 Each Debtor agrees that, to the extent notice of sale shall be required by law, a reasonable authenticated notification of disposition
shall be a notification given at least ten (10) days prior to any such sale and such notice shall (i) describe Administrative Agent and the applicable Debtors, (ii) describe the Collateral that is the subject of the intended
disposition, (iii) state the method of intended disposition, (iv) state that the applicable Debtors are entitled to an accounting of the Secured Obligations and state the charge, if any, for an accounting, and (v)


  
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state the time and place of any public disposition or the time after which any private sale is to be made; provided, that no notification need be given to any Debtor if it has
authenticated after default a statement renouncing or modifying any right to notification of sale or other intended disposition. At any sale of the Collateral, if permitted by law, Administrative Agent may bid (which bid may be, in whole or in part,
in the form of cancellation of indebtedness) for the purchase, lease, license or other disposition of the Collateral or any portion thereof for the account of Administrative Agent (on behalf of the Secured Parties). Administrative Agent shall not be
obligated to make any sale of Collateral regardless of notice of sale having been given. Administrative Agent may disclaim any warranties that might arise in connection with the sale, lease, license or other disposition of the Collateral and have no
obligation to provide any warranties at such time. Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and
place to which it was so adjourned. To the extent permitted by law, each Debtor hereby specifically waives all rights of redemption, stay or appraisal, which it has or may have under any law now existing or hereafter enacted. 

5.5 If an Event of Default has occurred and is continuing, each Debtor hereby irrevocably authorizes and empowers Administrative Agent,
without limiting any other authorizations or empowerments contained in any of the other Loan Documents, to assert, either directly or on behalf of such Debtor, any claims such Debtor may have, from time to time, against any other party to any of the
agreements to which such Debtor is a party or to otherwise exercise any right or remedy of such Debtor under any such agreements (including, without limitation, the right to enforce directly against any party to any such agreement all of such
Debtor’s rights thereunder, to make all demands and give all notices and to make all requests required or permitted to be made by such Debtor thereunder). 

5.6 If an Event of Default has occurred and is continuing, proceeds of any collection, enforcement, sale or other disposition of, or other
realization upon, all or any part of the Collateral and any cash held in any Deposit Account shall be applied in accordance with the applicable provisions of the Credit Agreement. 

5.7 Each Debtor acknowledges and agrees that a breach of any of the covenants contained in Sections 4, 5 and 6 hereof will cause irreparable
injury to Administrative Agent and that Administrative Agent has no adequate remedy at law in respect of such breaches and therefore agrees, without limiting the right of Administrative Agent to seek and obtain specific performance of other
obligations of each Debtor contained in this Agreement, that the covenants of each Debtor contained in the Sections referred to in this Section shall be specifically enforceable against each Debtor. 

5.8 No failure or delay on the part of Administrative Agent in the exercise of any power, right or privilege hereunder shall impair such
power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or any other right, power or
privilege. All rights and remedies existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available. 

  
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 SECTION 6.
Attorney-in-Fact. 
 Each Debtor hereby irrevocably
appoints Administrative Agent, its nominee, and any other Person whom Administrative Agent may designate, as such Debtor’s attorney-in-fact, with full power during
the existence of any Event of Default to sign such Debtor’s name on verifications of Accounts and other Collateral; to send requests for verification of Collateral to such Debtor’s customers, Account Debtors and other obligors; to endorse
such Debtor’s name on any checks, notes, acceptances, money orders, drafts, and any other forms of payment or security that may come into Administrative Agent’s possession or on any assignments, stock powers, or other instruments of
transfer relating to the Collateral or any part thereof; to sign such Debtor’s name on any invoice or bill of lading relating to any Collateral, on claims to enforce collection of any Collateral, on notices to and drafts against customers and
Account Debtors and other obligors, on schedules and assignments of Collateral, on notices of assignment and on public records; to notify the post office authorities to change the address for delivery of such Debtor’s mail to an address
designated by Administrative Agent; to receive, open and dispose of all mail addressed to such Debtor; and to do all things necessary to carry out the terms and provisions of this Agreement. Each Debtor hereby approves all acts of any such attorney
taken in accordance with the terms and provisions of this Agreement after the occurrence and during the continuance of an Event of Default and agrees that neither Administrative Agent nor any such attorney will be liable for any acts or omissions
nor for any error of judgment or mistake of fact or law other than, and to the extent of, such Person’s gross negligence or willful misconduct. The foregoing powers of attorney, being coupled with an interest, are irrevocable until Security
Termination has occurred and the Security Interests granted hereby shall have terminated in accordance with the terms hereof. 
 SECTION 7. Subordination
of Indebtedness. 
 7.1 Subordination of All Debtor Claims. Each Debtor hereby subordinates the payment of all Debtor Claims
owing to such Debtor to the payment in full in cash of all the Secured Obligations (other than contingent indemnification and cost reimbursement obligations for which no claim has been asserted). If Administrative Agent or the other Secured Parties
so request after the occurrence and during the continuance of an Event of Default, any such Debtor Claims owing to such Debtor shall be enforced and performance received by such Debtor as trustee for the Secured Parties and the proceeds thereof
shall be paid over to Administrative Agent on account of the Secured Obligations. After and during the continuation of an Event of Default, if Administrative Agent shall so request, no Debtor shall receive or collect, directly or indirectly, from
any other Debtor in respect thereof any amount upon the Debtor Claims. 
 7.2 Claims in Bankruptcy. In the event of receivership,
bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving any Debtor, Administrative Agent on behalf of the Secured Parties shall have the right to prove their claim in any proceeding, so as to
establish their rights hereunder and receive directly from the receiver, trustee or other court custodian, dividends, distributions and payments which would otherwise be payable upon Debtor Claims. In the event of any such proceeding, each Debtor
hereby assigns such, dividends, distributions and payments to Administrative Agent for the benefit of the Secured Parties for application against the Secured Obligations as provided under Section 10.02(c) of the Credit Agreement. Should
Administrative Agent or any other Secured 

  
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Party receive, for application upon the Secured Obligations, any such dividend, distribution or payment which is otherwise payable to any Debtor, and which, as between such Debtor and any other
Debtor, shall constitute a credit upon the Debtor Claims, then upon Security Termination, the intended recipient shall become subrogated to the rights of Administrative Agent and the other Secured Parties to the extent that such payments to
Administrative Agent and the other Secured Parties on the Debtor Claims have contributed toward the liquidation of the Secured Obligations, and such subrogation shall be with respect to that proportion of the Secured Obligations which would have
been unpaid if Administrative Agent and the other Secured Parties had not received dividends, distributions or payments upon the Debtor Claims. 

7.3 Payments Held in Trust. In the event that, notwithstanding Section 7.1 and Section 7.2, any Debtor should receive any
funds, payments or claims which are prohibited by such Sections, then it agrees: (a) to hold in trust for Administrative Agent and the other Secured Parties an amount equal to the amount of all funds, payments or claims so received, and
(b) that it shall have absolutely no dominion over the amount of such funds, payments or claims except to pay them promptly to Administrative Agent, for the benefit of the Secured Parties; and each Debtor covenants promptly to pay the same to
Administrative Agent. 
 7.4 Liens Subordinate. Each Debtor agrees that until Security Termination, any Liens securing payment of the
Debtor Claims shall be and remain inferior and subordinate to any Liens securing payment of the Secured Obligations, regardless of whether such encumbrances in favor of such Debtor, Administrative Agent or any other Secured Party presently exist or
are hereafter created or attach. Without the prior written consent of Administrative Agent, no Debtor, during the period in which any of the Secured Obligations is outstanding or the Commitments are in effect, shall (x) exercise or enforce any
creditor’s right it may have against any debtor in respect of the Debtor Claims, or (y) foreclose, repossess, sequester or otherwise take steps or institute any action or proceeding (judicial or otherwise, including without limitation the
commencement of or joinder in any liquidation, bankruptcy, rearrangement, debtor’s relief or insolvency proceeding) to enforce any Lien securing payment of the Debtor Claims held by it. 

7.5 Notation of Records. All promissory notes and all accounts receivable ledgers or other evidence of the Debtor Claims accepted by or
held by any Debtor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under the terms of this Agreement. 

SECTION 8. Expenses. 
 Without limiting
any Debtor’s obligations under the Credit Agreement or the other Loan Documents, but without duplication of any related provisions thereof, each Debtor hereby agrees to promptly pay all reasonable out-of-pocket fees, costs and expenses (including reasonable out-of-pocket attorneys’ fees and expenses) incurred in
connection with (i) protecting, storing, warehousing, appraising, insuring, handling, maintaining and shipping the Collateral and (ii) creating, perfecting, and maintaining Administrative Agent’s Liens, and each Debtor agrees to
promptly pay any and all fees, costs and expenses (including reasonable out-of-pocket attorneys’ fees and expenses) incurred in connection with collecting,
enforcing, retaking, holding, preparing for disposition, processing and disposing of the Collateral and enforcing Administrative Agent’s Liens. 

  
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 If any Debtor fails to promptly pay any portion of the above costs, fees and expenses when due or
to perform any other obligation of such Debtor under this Agreement, Administrative Agent may, at its option, but shall not be required to, pay or perform the same and charge such Debtor’s account for all fees, costs and expenses incurred
therefor, and such Debtor agrees to reimburse Administrative Agent therefor on demand. All sums so paid or incurred by Administrative Agent for any of the foregoing, any and all other sums for which any Debtor may become liable hereunder and all
fees, costs and expenses (including attorneys’ fees, legal expenses and court costs) incurred by Administrative Agent in enforcing or protecting the Security Interests or any of their rights or remedies under this Agreement shall be payable on
demand, shall constitute Secured Obligations, shall bear interest until paid at the highest rate provided in the Credit Agreement and shall be secured by the Collateral. 

SECTION 9. Notices. 
 All notices,
approvals, requests, demands and other communications hereunder to be delivered to any Debtor shall be delivered to Borrower, and all notices, approvals, requests, demands and other communications hereunder shall be given in accordance with the
notice provisions of the Credit Agreement. 
 SECTION 10. Successors and Assigns. 

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns except that no
Debtor may assign its rights or obligations hereunder without the written consent of Administrative Agent. No sales of participations, other sales, assignments, transfers or other dispositions of any agreement governing or instrument evidencing the
Secured Obligations or any portion thereof or interest therein shall in any manner impair the Liens granted to Administrative Agent, for the benefit of Administrative Agent and the other Secured Parties, hereunder. 

SECTION 11. Changes in Writing. 
 No
amendment, modification, termination or waiver of any provision of this Agreement shall be effective unless the same shall be in writing signed by Administrative Agent and each Debtor. 

SECTION 12. Additional Debtors.  

Upon the execution and delivery, or authentication, by any Person of a joinder in substantially the form of Exhibit A: (a) such
Person shall become a Debtor hereunder, each reference in this Agreement and the other Loan Documents to “Debtor” or “Obligor”, as applicable, shall also mean and be a reference to such Person, and each reference in this
Agreement and the other Loan Documents to “Collateral” shall also mean and be a reference to the Collateral of such Person, and (b) each schedule attached to such joinder shall be incorporated into and become a part of and supplement
the corresponding schedules hereto, and Administrative Agent may attach such supplemental schedules to such corresponding schedule hereto, and each reference to such schedules shall mean and be a reference to such schedules as supplemented pursuant
to such joinder. 

  
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 SECTION 13. Indemnification. Without in any way limiting the requirements of Section 12.03 of the
Credit Agreement, each Debtor agrees to indemnify and hold harmless the Secured Parties, each of their respective successors and assigns, officers, directors, employees, agents and attorneys, and any Person in control of any thereof (the
“Indemnified Parties”), from and against any loss, liability, claim, damage and expense, including, without limitation, reasonable counsel fees (collectively called the “Indemnified Liabilities”), which may be
imposed on, incurred by or asserted against such Indemnified Party as a result of or in connection with this Agreement or the enforcement by the Administrative Agent or any other Secured Party of its rights and remedies hereunder, and any
Indemnified Liabilities, under federal and state securities laws or otherwise, insofar as such Indemnified Liabilities; 
 13.1 arise out of
or is based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement, prospectus or offering memorandum or in any preliminary prospectus or preliminary offering memorandum or in any amendment
or supplement to any of the foregoing or in any other writing in connection with the offer, sale or resale of all or any portion of the Collateral, provided that any such registration statement, prospectus or offering memorandum, preliminary
prospectus, preliminary offering memorandum, or other writing was prepared by Debtors, their representatives, agents, or attorneys or such untrue statement was provided by Debtors specifically for inclusion therein and unless such untrue statement
of material fact was provided by the Administrative Agent specifically for inclusion therein; or 
 13.2 arise out of or is based upon any
omission or alleged omission to state therein a material fact required to be stated or necessary to make the statements therein not misleading. 
 Such
indemnification to remain operative regardless of any investigation made by or on behalf of the Administrative Agent, any Secured Party or any successor thereof, or any Person in control of any thereof. In no event shall any Debtor have any
obligation to indemnify or hold harmless an Indemnified Party with respect to an Indemnified Liability that is determined in a final, non-appealable judgment by a court of competent jurisdiction to result from
the gross negligence or willful misconduct by any Indemnified Party. In connection with a public sale or other distribution, each Debtor will provide customary indemnification to any underwriters, their respective successors and assigns, their
respective officers and directors and each Person who controls any such underwriter (within the meaning of the 1933 Act). If and to the extent that the foregoing undertakings in this Section 13 may be unenforceable for any reason, each Debtor
agrees to make maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. The obligations of each Debtor under this Section 13 shall survive any termination of this
Agreement. 

  
 -21- 









 SECTION 14. Joint and Several Liability. 

Each Debtor hereby agrees that it is jointly and severally liable for all liabilities, obligations and/or indebtedness of each other Debtor,
to the extent such liabilities, obligations and/or indebtedness arise under or in connection with this Agreement. 
 SECTION 15. GOVERNING LAW;
SUBMISSION TO JURISDICTION. 
 THIS AGREEMENT, AND ALL MATTERS RELATING HERETO OR ARISING THEREFROM (WHETHER SOUNDING IN CONTRACT
LAW, TORT LAW OR OTHERWISE) SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. EACH DEBTOR HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR
FEDERAL COURT LOCATED WITHIN THE CITY OF HOUSTON, STATE OF TEXAS AND IRREVOCABLY AGREES THAT, SUBJECT TO ADMINISTRATIVE AGENT’S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LITIGATED IN SUCH COURTS.
EACH DEBTOR EXPRESSLY SUBMITS AND CONSENTS TO THE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS. EACH PARTY HERETO HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS AND AGREES THAT ALL SUCH SERVICE OF
PROCESS MAY BE MADE UPON SUCH PARTY BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO SUCH PARTY IN ACCORDANCE WITH THE PROVISIONS OF SECTION 9 HEREOF AND SERVICE SO MADE SHALL BE COMPLETE TEN (10) DAYS AFTER THE SAME HAS
BEEN POSTED. 
 SECTION 16. WAIVER OF JURY TRIAL. 

EACH DEBTOR HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. EACH DEBTOR ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT FOR THE ADMINISTRATIVE AGENT
AND THE OTHER SECURED PARTIES TO ENTER INTO A BUSINESS RELATIONSHIP AND THAT THE ADMINISTRATIVE AGENT AND EACH OTHER SECURED PARTY HAS RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AND THAT THE ADMINISTRATIVE
AGENT AND EACH OTHER SECURED PARTY WILL CONTINUE TO RELY ON THIS WAIVER IN THEIR RELATED FUTURE DEALINGS WITH EACH DEBTOR. EACH DEBTOR WARRANTS AND REPRESENTS THAT IT HAS HAD THE OPPORTUNITY OF REVIEWING THIS JURY WAIVER WITH LEGAL COUNSEL, AND THAT
IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS. 

  
 -22- 









 SECTION 17. Waiver of Right of Setoff.  

All sums payable by the Debtors hereunder or under the Notes and the other Loan Documents shall be paid without notice, demand,
counterclaim, setoff, deduction or defense, and without abatement, suspension, deferment, diminution or reduction, and the obligations and liabilities of the Debtors hereunder and thereunder shall in no way be released, discharged or otherwise
affected, except as expressly provided herein, by reason of (a) any damage to or destruction of or any condemnation or similar taking, or transfer in lieu thereof, of the Collateral or any part thereof; (b) any restriction or prevention of
or interference with any use of the Collateral or any part thereof; (c) any title defect or encumbrance or any eviction from the location of the Collateral or any part thereof by title paramount or otherwise; (d) any bankruptcy,
insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any Debtor or any action taken with respect to this Agreement or the other Loan Documents by any trustee or receiver of any Debtor, or
by any court in such proceeding; (e) any claim which any Debtor has or might have against Administrative Agent or any other Secured Party; or (f) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or
not the Debtors shall have notice or knowledge of any of the foregoing. No portion of the Secured Obligations shall be or be deemed to be offset or compensated by all or any part of any claim, cause of action, counterclaim or cross-claim, whether
liquidated or unliquidated, which any Debtor may presently have or claim to have against Administrative Agent or any other Secured Party. Each Debtor hereby waives, to the fullest extent permitted by applicable law, any right of setoff it may have
or to which it may be entitled under this Agreement, the other Loan Documents or any applicable law from time to time against Administrative Agent, any other Secured Party or their respective assets. Except as expressly provided herein, each Debtor
waives all rights now or hereafter conferred by statute or otherwise to any abatement, suspension, deferment, diminution or reduction of any sum secured hereby and payable by such Debtor. 

SECTION 18. Counterparts; Integration. 

This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument. Signature by facsimile shall bind the parties hereto. This Agreement constitutes the entire agreement and understanding among the parties hereto and supersedes any and all prior agreements and
understandings, oral or written, relating to the subject matter hereof. 
 SECTION 19. Headings. 

Headings and captions used in this Agreement (including the Exhibits and Schedules hereto) are included for convenience of reference and shall
not be given any substantive effect. 
 SECTION 20. General Terms and Conditions. 

In addition to and without limitation of any of the foregoing, this Agreement shall be deemed to be a Loan Document and shall otherwise be
subject to all of the general terms and conditions contained in the Credit Agreement, mutatis mutandi. 

  
 -23- 









 SECTION 21. Termination of Liens; Release of Collateral. 

Administrative Agent agrees that upon Security Termination, the Liens provided for hereunder shall automatically terminate and all rights to
the Collateral shall revert to the applicable Debtor. Administrative Agent further agrees that upon such termination, Administrative Agent shall, at the expense of the Debtors, execute and promptly deliver to the Debtors such documents and
instruments as the Debtors shall reasonably request to evidence such termination. Notwithstanding the foregoing, this Agreement and the Liens created hereby shall continue in full force and effect or be revived and reinstated, as the case may be, if
any payment by or on behalf of the Borrower or any other Debtor is made, or any Secured Party exercises its right of setoff, in respect of the Secured Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently
invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Secured Parties in their discretion) to be repaid to a trustee, receiver or any other party, for any reason,
including in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Secured Parties are in possession of or have released the Liens
created by this Agreement and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Debtor under the immediately preceding sentence shall survive termination of this Agreement. 

[Signature pages follow] 

  
 -24- 









 Witness the due execution hereof by the respective duly authorized officers of the undersigned as
of the date first written above. 
  

							
	DEBTORS: 	 		 	LINN ENERGY, INC.
				
		 		 	By:	 	  

		 		 	Name:	 	  

		 		 	Title:	 	  

			
		 		 	LINN ENERGY HOLDCO LLC
				
		 		 	By:	 	  

		 		 	Name:	 	  

		 		 	Title:	 	  

			
		 		 	LINN ENERGY HOLDCO II LLC
				
		 		 	By:	 	  

		 		 	Name:	 	  

		 		 	Title:	 	  

			
		 		 	LINN ENERGY HOLDINGS, LLC
				
		 		 	By:	 	  

		 		 	Name:	 	  

		 		 	Title:	 	  

			
		 		 	LINN OPERATING, LLC
				
		 		 	By:	 	  

		 		 	Name:	 	  

		 		 	Title:	 	  



  
 [Signature Page to
Security Agreement] 










							
		 		 	LINN MIDWEST ENERGY LLC
				
		 		 	By:	 	  

		 		 	Name:	 	  

		 		 	Title:	 	  

			
		 		 	LINN MIDSTREAM, LLC
				
		 		 	By:	 	  

		 		 	Name:	 	  

		 		 	Title:	 	  

			
		 		 	LINN MARKETING, LLC
				
		 		 	By:	 	  

		 		 	Name:	 	  

		 		 	Title:	 	  



  
 [Signature Page to
Security Agreement] 










							
		 		 	ADMINISTRATIVE AGENT
			
		 		 	WELLS FARGO BANK, NATIONAL ASSOCIATION
				
		 		 	By:	 	  

		 		 	Name:	 	  

		 		 	Title:	 	  



  
 [Signature Page to
Security Agreement] 









 Schedules to Security Agreement 

Schedule 3.2 

Collateral Locations, Chief Executive Offices 








 Schedule 3.8 

Chattel Paper, Letter-of-Credit Rights, Commercial Tort
Claims, Documents, 
 Titled Equipment 








 Schedule 3.9 

Deposit and Securities Accounts 








 Exhibit A 

[FORM OF] JOINDER TO SECURITY AGREEMENT 

            , 20     

Wells Fargo Bank, National Association 
 as Administrative Agent
for the Secured Parties referred to 
     in the Security Agreement referred to below 

1000 Louisiana Street, 9th Floor 
 Houston, Texas 77002 

Attention: Patrick Fults 
 Ladies and Gentlemen: 

The undersigned refers to: 
 (i)
that certain Credit Agreement, dated as of February 28, 2017 (as the same may be amended, restated, modified or supplemented and in effect from time to time, the “Credit Agreement”), among by Linn Energy Holdco II LLC, a Delaware
limited liability company (the “Borrower”) pursuant to the Credit Agreement (as defined below), each of Linn Energy Inc., a Delaware corporation (“Linn Energy”), Linn Energy Holdco LLC, a Delaware limited liability
company (“Energy Holdco”), Linn Energy Holdings, LLC (“Energy Holdings”), a Delaware limited liability company, Linn Operating, LLC, a Delaware limited liability company (“Operating”), Linn Midwest
Energy LLC, a Delaware limited liability company (“Midwest”), Linn Midstream, LLC, a Delaware limited liability company (“Midstream”), Linn Marketing, LLC, a Delaware limited liability company
(“Marketing” and together with Linn Energy, Energy Holdco, Energy Holdings, Operating, Midwest and Midstream, collectively the “Guarantors”, and each individually a “Guarantor”), the lenders from
time to time party thereto (the “Lenders”) and you, as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”); and 

(ii) that certain Security Agreement dated as of February 28, 2017 (as the same may be amended, restated, modified or
supplemented and in effect from time to time, the “Security Agreement”), by the Debtors from time to time party thereto in your favor for the benefit of the Secured Parties. 

Terms defined in the Credit Agreement or the Security Agreement and not otherwise defined herein are used herein as defined in the Credit Agreement or the
Security Agreement, as applicable. 
 SECTION 1. Grant of Security. The undersigned grants to you, for the benefit of the Secured
Parties, a security interest in all of its right, title and interest in and to all of the Collateral of the undersigned, whether now owned or hereafter acquired by the undersigned, wherever located and whether now or hereafter existing or arising,
including the property of the undersigned set forth on the attached supplemental schedules to the Schedules to the Security Agreement. 

  
 [Exhibit A to Security
Agreement] 









 SECTION 2. Security for Secured Obligations. The grant of a security interest in the
Collateral by the undersigned under this Agreement and the Security Agreement secures the payment of the Secured Obligations. 
 SECTION 3.
Information Relating to the Undersigned. The undersigned is an entity of the type specified on Schedule 1 and is organized under the laws of the jurisdiction specified on Schedule 1 and its address for notices is specified on Schedule 1. 

SECTION 4. Supplement to Security Agreement Schedules. The undersigned has attached hereto Schedule 3.2, Schedule 3.8 and Schedule 3.9
which are supplemental to the corresponding schedules to the Security Agreement, and the undersigned certifies, as of the date first-above written, that such supplemental schedules have been prepared by the undersigned in substantially the form of
the corresponding schedules to the Security Agreement and are true and complete. 
 SECTION 5. Representations, Warranties, Agreements,
Waivers. The undersigned as of the date hereof makes each representation, warranty, agreement (including indemnification agreements), waiver, and acknowledgement set forth in the Security Agreement (as supplemented by the attached supplemental
schedules). 
 SECTION 6. Obligations Under the Security Agreement. As of the date first-above written, the undersigned hereby joins
the Security Agreement as a party thereto and as a Debtor thereunder and hereby agrees to be bound as a Debtor by all of the terms and provisions of the Security Agreement. As of the date first-above written, each reference in the Security Agreement
to a “Debtor” shall also mean and be a reference to the undersigned. 
 SECTION 7. Governing Law. This Agreement shall be
governed by, and construed in accordance with, the laws of the jurisdiction whose laws the Security Agreement provides will govern such agreement. 
  

			
	Very truly yours,
	
	[DEBTOR]
		
	By:	 	  

	Name:	 	  

	Title:	 	  



 ACCEPTED AND AGREED AS OF THE DATE 

FIRST-ABOVE STATED, 

  
 [Exhibit A to Security
Agreement] 









 WELLS FARGO BANK, NATIONAL ASSOCIATION 
  


			
	 By:
	 	  

	 Name:
	 	  

	 Title:
	 	  



  
 [Exhibit A to Security
Agreement] 









 Schedules to Joinder to Security Agreement 

Schedule 1 

Jurisdiction of Organization and Address for Notices 
  

							
	
Name of Debtor
	  	
Type of Organization
	  	 Jurisdiction of

Organization
	  	
Address for Notices

		  		  		  	


  
 [Exhibit A to Security
Agreement] 









 Schedule 3.2 

Collateral Locations, Chief Executive Offices 

  
 [Exhibit A to Security
Agreement] 









 Schedule 3.8 

Chattel Paper, Letter-of-Credit Rights, Commercial Tort
Claims, Documents, 
 Titled Equipment 

  
 [Exhibit A to Security
Agreement] 









 Schedule 3.9 

Deposit and Securities Accounts 

  
 [Exhibit A to Security
Agreement] 









 EXHIBIT C-3 

FORM OF PLEDGE AGREEMENT 

(See attached.) 

  
 Exhibit C-3 









 PLEDGE AGREEMENT 

This PLEDGE AGREEMENT (the “Agreement”), dated as of February 28, 2017, is made by Linn Energy Holdco II LLC, a Delaware
limited liability company (the “Borrower”) pursuant to the Credit Agreement (as defined below), each of Linn Energy Inc., a Delaware corporation (“Linn Energy”), Linn Energy Holdco LLC, a Delaware limited liability
company (“Energy Holdco”), Linn Energy Holdings, LLC, a Delaware limited liability company (“Energy Holdings”), Linn Operating, LLC, a Delaware limited liability company (“Operating”), Linn Midwest
Energy LLC, a Delaware limited liability company (“Midwest”), Linn Midstream, LLC, a Delaware limited liability company (“Midstream”), Linn Marketing, LLC, a Delaware limited liability company
(“Marketing” and together with Linn Energy, Energy Holdco, Energy Holdings, Operating, Midwest, Midstream, and the Guarantors together with the Borrower and each Person who becomes a party to this Agreement by execution of a joinder
in the form of Exhibit C hereto, collectively the “Pledgors”, and each individually a “Pledgor”), in favor of Wells Fargo Bank, National Association, as administrative agent (in such capacity, together with
its successors in such capacity, the “Administrative Agent”), for the benefit of the Secured Parties. 
 W I T N E S S E T
H: 
 WHEREAS, contemporaneously herewith the Pledgors are entering into that certain Credit Agreement of even date herewith (the same, as
it may be amended, restated, modified or supplemented and in effect from time to time, being herein referred to as the “Credit Agreement”) with certain financial institutions from time to time party thereto (collectively, the
“Lenders”), and the Administrative Agent, providing for the Lenders to make available to the Borrowers certain credit facilities on the terms and conditions set forth therein; 

WHEREAS, contemporaneously herewith the Pledgors are entering into that certain Guaranty Agreement of even date herewith (the same, as it may
be amended, restated, modified or supplemented and in effect from time to time, being herein referred to as the “Guaranty”) pursuant to which the Pledgors guaranty the Obligations, including the obligations of the Borrower and the
other Obligors under the Credit Agreement and the other Loan Documents; 
 WHEREAS, certain Lenders or Affiliates of Lenders have entered
into or may hereafter enter into Secured Swap Agreements with one or more Pledgors; 
 WHEREAS, all of the issued and outstanding Equity
Interests owned by each Pledgor as of the date first set forth above are set forth on Exhibit A hereto (the issuer of each such Equity Interest, together with each other issuer of Equity Interests which are hereafter acquired by any Pledgor
and pledged hereunder, is referred to herein as an “Issuer” and collectively as the “Issuers”); 

WHEREAS, each of the Pledgors other than the Borrower is either (i) a direct or indirect owner of the capital stock or shares of the
Borrower or (ii) a Subsidiary or Affiliate of the Borrower, will benefit directly and indirectly from the credit facilities made available pursuant to the Credit Agreement and is guaranteeing the Obligations pursuant to the Guaranty; and 

 








 WHEREAS, to induce the Administrative Agent and the Lenders to enter into the Credit Agreement
and make available the credit facilities thereunder, and to induce each Secured Hedge Provider to enter into its respective Secured Swap Agreement, the Pledgors have agreed to pledge to the Administrative Agent, for the benefit of the Administrative
Agent and the other Secured Parties, all Pledged Collateral (as defined below) now or hereafter owned or acquired by any Pledgor on the terms and conditions set forth herein. 

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows: 
 Section 1. Definitions. Unless otherwise defined herein, all
capitalized terms used herein shall have the respective meanings ascribed thereto in the Credit Agreement. Terms defined in the UCC which are not otherwise defined in this Agreement or in the Credit Agreement are used in this Agreement as defined in
the UCC as in effect on the date hereof. In addition, as used herein: 
 “Addendum” shall have the meaning
ascribed thereto in Section 2 below. 
 “Equity Interest Power” shall have the meaning ascribed thereto
in Section 2 below. 
 “Excluded Property” shall mean (i) any Equity Interest in any Foreign
Subsidiary (x) that is not a first-tier Subsidiary of a Pledgor, or (y) to the extent the same represents, for all Pledgors in the aggregate, more than 65% of the total combined voting power of all classes of capital stock or similar
Equity Interests of such Foreign Subsidiary which are entitled to vote (such equity interests in such Foreign Subsidiary that are Pledged hereunder being indicated on Exhibit A hereto, as it may be supplemented from time to time); (ii) any Equity
Interests in any pledged entity acquired on or after the Effective Date that is not a Subsidiary of a Pledgor, if the terms of the Organizational Documents of such pledged entity do not permit the grant of a security interest in such Equity
Interests by the owner thereof or the applicable Pledgor has been unable to obtain any approval or consent to the creation of a security interest therein which is required under such Organizational Documents; provided, however, the
foregoing exclusions shall in no way be construed (a) to apply if any such prohibition would be rendered ineffective under the UCC (including Sections 9.406, 9.407 and 9.408 thereof) or other applicable law (including the Bankruptcy Code) or
principles of equity, (b) so as to limit, impair or otherwise affect the Administrative Agent’s unconditional continuing Liens upon any rights or interests of any Pledgor in or to the proceeds thereof (including proceeds from the sale or
other disposition thereof), including monies due or to become due under any such sale or disposition, or any contract or agreement related thereto (including any Accounts), (c) to apply at such time as the condition causing such prohibition shall be
remedied (including pursuant to a waiver thereof or a consent related thereto) and, to the extent severable, “Pledged Collateral” shall include any portion of such contract, agreement or assets subject thereto that does not result in such
prohibition and (iii) any Equity Interests (a) to the extent the burden of perfection would exceed the benefit to the Secured Parties in the reasonable written determination of Administrative Agent or (b) to


  
 2 









 
the extent perfection (A) is prohibited by any Governmental Requirement or (B) could reasonably be expected to result in material adverse tax consequences to the Borrower or any
Subsidiary of the Borrower. 
 “Indemnified Liabilities” shall have the meaning ascribed thereto in
Section 10 below. 
 “Indemnified Parties” shall have the meaning ascribed thereto in Section 10
below. 
 “Irrevocable Proxy” shall have the meaning ascribed thereto in Section 2 below. 

“Permitted Liens” shall mean liens permitted under Section 9.03 of the Credit Agreement. 

“Pledged Collateral” shall have the meaning ascribed thereto in Section 2 below. 

“Pledged Shares” shall have the meaning ascribed thereto in Section 2 below. 

“Pledgor Claims” means all debts and obligations of the Borrower or any other Pledgor to any Pledgor,
including but not limited to any obligation of the Borrower or any other Pledgor to such Pledgor as subrogee of the Secured Parties or resulting from such Pledgor’s performance under this Agreement, whether such debts and obligations now exist
or are hereafter incurred or arise, or whether the obligation of the debtor thereon be direct, contingent, primary, secondary, several, joint and several, or otherwise, and irrespective of whether such debts or obligations be evidenced by note,
contract, open account, or otherwise, and irrespective of the Person or Persons in whose favor such debts or obligations may, at their inception, have been, or may hereafter be created, or the manner in which they have been or may hereafter be
acquired by such Pledgor. 
 “Proceeds” means “proceeds”, as such term is defined in the UCC and,
in any event, includes, without limitation, (a) any and all proceeds of any insurance, indemnity, warranty or guaranty payable with respect to any of the Pledged Collateral, (b) any and all payments (in any form whatsoever) made or due and
payable from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Pledged Collateral by any governmental body, authority, bureau or agency (or any person acting under color of
governmental authority), (c) all Stock Rights and (d) any and all other amounts from time to time paid or payable under, in respect of or in connection with any of the Pledged Collateral. 

“Registration Page” shall have the meaning ascribed thereto in Section 2 below. 

“Representative” means any Person acting as agent, representative or trustee on behalf of the Administrative
Agent from time to time. 
 “Secured Obligations” means the Obligations (as defined in the Credit
Agreement), the Guaranteed Obligations (as defined in the Guaranty Agreement) and all other obligations and indebtedness of any Pledgor now or hereafter arising under the Loan Documents. 

  
 3 









 “Security Termination” means such time at which each of the
following events shall have occurred on or prior to such time: (a) all Commitments have terminated or expired; (b) the Credit Agreement has terminated; (c) all Secured Obligations (other than obligations under any Secured Swap
Agreement and other than indemnities and other contingent obligations not then due and payable and as to which no claim has been made as of the time of determination) have been indefeasibly paid in full in cash; (d) all Secured Swap Agreements
have been terminated and paid in full, novated or the applicable Pledgor has provided substitute collateral to the Secured Hedge Provider thereunder to the extent provided under the applicable Secured Swap Agreement (or as to which other
arrangements satisfactory to the applicable Secured Hedge Provider shall have been made; and (e) all Letters of Credit have expired or terminated or the LC Exposure has been cash collateralized (or as to which other arrangements satisfactory to
the applicable Pledgor and the Issuing Bank shall have been made), as provided for in the Credit Agreement. 
 “Stock
Rights” means all dividends, instruments or other distributions and any stocks, shares, warrants, options or other securities rights or any other right or property which the Pledgors shall receive or shall become entitled to by way of
dividend bonus, redemption, exchange, purchase, substitution, conversion, consolidation, subdivision, preference or otherwise to receive for any reason whatsoever with respect to the Pledged Shares, in substitution for or in exchange for any Equity
Interest constituting Pledged Collateral, any right to receive an Equity Interest and any right to receive earnings, interest or other income which may be paid or payable in which the Pledgors now have or hereafter acquire any right, issued by an
Issuer of such Equity Interest. 
 “UCC” means the Uniform Commercial Code as from time to time in effect in
the State of Texas; provided, however, that, in the event that, by reason of mandatory provisions of law, any of the attachment, perfection or priority of the Administrative Agent’s and the Secured Parties’ security interest
in any Pledged Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of Texas, the term “UCC” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes
of the provisions hereof relating to such attachment, perfection, the effect thereof or priority and for purposes of definitions related to such provisions. 

“1933 Act” means the Securities Act of 1933, as amended (or any similar statute then in effect). 

“1934 Act” means the Securities Exchange Act of 1934, as amended (or any similar statute then in effect). 


  
 4 









 Section 2. Pledge. 

(a) As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise)
and performance of the Secured Obligations, each Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to the Administrative Agent, for the benefit of the Secured Parties, a Lien on and perfected security interest in
(i) all of the Equity Interests of the Issuers now owned or hereafter acquired by such Pledgor (the Equity Interests described in the foregoing clause (i) collectively, the “Pledged Shares”; when used with respect to any
one Pledgor, “Pledged Shares” means the Pledged Shares in which such Pledgor has an interest or in which Exhibit A indicates such Pledgor has an interest), (ii) all other property hereafter delivered to, or in the possession or in
the custody of, the Administrative Agent, in substitution for or in addition to the Pledged Shares, (iii) any other property of any Issuer, as described in Section 4 below, now or hereafter delivered to, or in the possession or custody of
such Pledgor, (iv) all rights, privileges, authority or powers of such Pledgor as an owner of such pledged Equity Interest in such Issuers, and (v) all Proceeds of the collateral described in the preceding clauses (i), (ii), (iii) and (iv)
(the collateral described in clauses (i) through (v) of this Section 2 being collectively referred to as the “Pledged Collateral”). Notwithstanding the foregoing, the term “Pledged Collateral” shall not include
any Excluded Property and no Lien or security interest is hereby granted on any Excluded Property, in each case, solely for so long as such property remains Excluded Property. 

(b) All of the Pledged Shares owned by each Pledgor on the date hereof, as applicable, are listed on Exhibit A hereto,
and (i) to the extent applicable, all instruments or certificates representing the Pledged Shares and undated equity interest powers substantially in the form attached hereto as Exhibit E or such other equivalent equity interest powers
reasonably acceptable to the Administrative Agent (“Equity Interest Power”) duly executed in blank by such Pledgor, (ii) irrevocable proxies substantially in the form attached hereto as Exhibit F (“Irrevocable
Proxy”) and (iii) a duly executed equity registration page, substantially in the form attached hereto as Exhibit G (“Registration Page”), are being delivered to the Administrative Agent, for the benefit of the
Secured Parties, simultaneously herewith. Each Pledgor shall execute an Addendum in the form of Exhibit B hereto (an “Addendum”) and deliver to the Administrative Agent, stock certificates (if any), together with duly
executed Equity Interest Powers, Irrevocable Proxies and Registration Pages upon creation or acquisition by such Pledgor of any Equity Interest in any other newly formed or acquired Subsidiary or any additional Equity Interest in Issuers named on
Exhibit A within the time period required under the Credit Agreement. The Administrative Agent, on behalf of the Secured Parties, shall maintain possession and custody of the certificates representing the Pledged Shares and any additional
Pledged Collateral. 
 (c) The Lien and security interest created hereby in the Pledged Collateral secures the payment and
performance of all Secured Obligations. Without limiting the generality of the foregoing, this Agreement secures, as to each Pledgor, the payment of all amounts that constitute part of the Secured Obligations and would be owed by any Pledgor to any
Secured Party under the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving a Pledgor. 

  
 5 









 (d) This Agreement is executed and granted for the pro rata benefit and security
of the Administrative Agent and the other Secured Parties as security for the Secured Obligations until Security Termination has occurred; it being understood and agreed that possession of any Note (or any replacements of any said Note) at any time
by the Borrower or any other Pledgor shall not in any manner extinguish the Secured Obligations, such Notes or this Agreement securing payment thereof, and the Borrower shall have the right to issue and reissue any of the Notes from time to time as
its interest or as convenience may require, without in any manner extinguishing or affecting the Secured Obligations, the obligations under any of the Notes, or the security of this Agreement. 

Section 3. Representations, Warranties and Covenants of Pledgors. Each Pledgor represents, warrants and covenants to the
Administrative Agent, for the benefit of the Secured Parties as follows: 
 (a) such Pledgor is the record and beneficial
owner of, and has legal title to, the Pledged Shares, including without limitation the Pledged Shares listed on Exhibit A, and such shares are and all other Equity Interests constituting Pledged Collateral are free and clear of all Liens and
other encumbrances and restrictions whatsoever, except Permitted Liens; 
 (b) such Pledgor has full power, authority and
legal right to execute this Agreement and to pledge the Pledged Shares and any additional Pledged Collateral to the Administrative Agent, for the benefit of the Secured Parties; 

(c) this Agreement has been duly authorized, executed and delivered by such Pledgor and constitutes a legal, valid and binding
obligation of such Pledgor enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally; 

(d) there are no outstanding options, warrants or other agreements with respect to the Pledged Shares; 

(e) the Pledged Shares have been duly and validly authorized and issued, and are fully paid and
non-assessable. The Pledged Shares listed on Exhibit A constitute the percentage of the issued and outstanding Equity Interests of such class of the Issuers specified on Exhibit A; 

(f) no consent, approval or authorization of or designation or filing with any Governmental Authority on the part of such
Pledgor is required in connection with or as a condition to the pledge and security interest granted under this Agreement, or the exercise by the Administrative Agent of the voting and other rights provided for in this Agreement except as may be
required in connection with disposition of the Pledged Collateral by laws affecting the offering and sale of securities generally; 

(g) the execution, delivery and performance of this Agreement by such Pledgor does not (i) require any consent or approval
of any holders of Equity Interests of 

  
 6 









 
such Pledgor, except those already obtained; (ii) violate or cause a default under the Organizational Documents of such Pledgor; (iii) violate or cause a default under any applicable
law, material contract or of any securities issued by any Issuer; or (iv) result in or require the imposition of any Lien (other than Permitted Liens) on such Pledgor’s Property; 

(h) the pledge, assignment and delivery (to the extent applicable) to the Administrative Agent of the Pledged Shares, or other
actions establishing control over the Pledged Shares (to the extent applicable) pursuant to this Agreement creates a valid Lien on and a perfected security interest in the Pledged Shares and the Proceeds thereof in favor of the Administrative Agent,
for the benefit of the Secured Parties, subject to no prior Lien (other than Permitted Liens). Such Pledgor covenants and agrees that it will defend the Administrative Agent’s right, title and security interest in and to the Pledged Shares and
the proceeds thereof against the claims and demands of all persons whomsoever, (i) subject to the rights of such Pledgor under the Loan Documents to dispose of the Pledged Shares and (ii) other than any holders of Permitted Liens; 

(i) with respect to any certificates delivered to the Administrative Agent representing Pledged Collateral, either such
certificates are Securities as defined in Article 8 of the UCC as a result of actions by the Issuer or otherwise, or, if such certificates are not Securities, such Pledgor has so informed the Administrative Agent so that the Administrative Agent may
take steps to perfect its security interest therein as a General Intangible; 
 (j) none of the Pledged Shares have been
issued or transferred in violation of the 1933 Act, 1934 Act or other applicable securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance shall or transfer may be subject; 

(k) no Pledged Collateral owned by such Pledgor is or shall be held by a securities intermediary, except for a Pledged
Collateral held in a Securities Account in compliance with Section 4.11 of the Security Agreement; 
 (l) (i) if the
Organizational Documents of any Pledgor specify that such Pledgor has “opted in” to Article 8 of the UCC or otherwise provides that Article 8 of the UCC shall govern any related Pledged Collateral and/or any such Pledged Collateral will or
may be evidenced by certificates, then (A) such certificates are Securities as defined in Article 8 of the UCC and (B) such Pledgor has delivered such certificates to the Administrative Agent; or (ii) if the Organizational Documents
of any Pledgor do not specify that such Pledgor has “opted in” to Article 8 of the UCC or otherwise do not provide that Article 8 of the UCC governs any related Pledged Collateral and/or do not provide that such Pledged Collateral will or
may be evidenced by certificates, then (A) such Pledged Collateral are not Securities as defined in Article 8 of the UCC and (B) such Pledgor shall not create or deliver any certificates to any Person in relation to such Pledged
Collateral; and (iii) in either instance (i) or (ii), no Pledgor may amend or terminate any provision of its Organizational Documents pertaining to such Pledged Collateral. 

  
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 (m) the Administrative Agent has a perfected security interest in all
uncertificated Pledged Shares pledged hereunder that are in existence on the date hereof. Each Pledgor hereby agrees that if any of the Pledged Shares are at any time not evidenced by certificates of ownership, then each applicable Pledgor shall, to
the extent permitted by applicable law, (i) cause the Issuer to execute and deliver to the Administrative Agent an acknowledgment of the pledge of such Pledged Shares substantially in the form of Exhibit D hereto or such other form that
is reasonably satisfactory to the Administrative Agent and (ii) to the extent reasonably requested by the Administrative Agent, if necessary to perfect a security interest in such Pledged Shares, cause such pledge to be recorded on the equity
holder register or the books of the Issuer, and execute any customary pledge forms or other documents necessary or appropriate to complete the pledge and give the Administrative Agent the right to transfer such Pledged Shares under the terms hereof.

 Section 4. Stock Dividends, Distributions, etc. If, while this Agreement is in effect, any Pledgor shall become entitled to
receive or shall receive any certificate representing Equity Interests constituting Pledged Collateral (including, without limitation, any certificate representing a stock dividend or a stock distribution in connection with any reclassification,
increase or reduction of capital, or issued in connection with any reorganization, merger or consolidation), or any options or rights, whether as an addition to, in substitution for, or in exchange for any of the Pledged Shares, or otherwise, such
Pledgor agrees to accept, hold and deliver the same forthwith to the Administrative Agent in the exact form received, with the endorsement of such Pledgor when necessary and/or appropriate and undated Equity Interest Powers duly executed in blank,
to be held by the Administrative Agent, for the benefit of the Secured Parties, subject to the terms hereof, as additional Pledged Collateral. In case any distribution of capital shall be made on or in respect of the Pledged Shares or any property
shall be distributed upon or with respect to the Pledged Shares pursuant to the recapitalization or reclassification of the capital of the Issuer thereof or pursuant to the reorganization thereof, in a transaction not permitted under
Section 9.04 of the Credit Agreement, the property so distributed shall be delivered to the Administrative Agent to be held by it as additional Pledged Collateral. Except as provided in Section 5(a)(ii) below, all sums of money and property so
paid or distributed in respect of the Pledged Shares which are received by such Pledgor as described in the immediately preceding sentence shall, until paid or delivered to the Administrative Agent, be held by such Pledgor in trust as additional
Pledged Collateral. 
 Section 5. Administration of Security. 

(a) Each Pledgor shall be entitled (subject to the other provisions hereof, including, without limitation, Section 9
below): 
 (i) until receipt of notice to the contrary from the Administrative Agent during the continuance of an Event of
Default, to vote or consent with respect to the Pledged Shares; provided, however, that no vote or other right shall be exercised or action taken by any Pledgor which would reasonably be expected to have the effect of impairing the
rights of the Administrative Agent in respect of such Pledged Collateral; and 
 (ii) until receipt of notice to the contrary
from the Administrative Agent delivered during the continuance of an Event of Default, to receive cash dividends or other distributions in the ordinary course made in respect of the Pledged Shares, to the extent permitted to be paid pursuant to the
Credit Agreement. 

  
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 (b) EACH PLEDGOR HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS THE ADMINISTRATIVE
AGENT AS ITS PROXY AND ATTORNEY-IN-FACT FOR SUCH PLEDGOR WITH RESPECT TO THE PLEDGED COLLATERAL WITH THE RIGHT TO, DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, TAKE
ANY OF THE FOLLOWING ACTIONS (I) TRANSFER AND REGISTER IN ITS NAME OR IN THE NAME OF ITS NOMINEE THE WHOLE OR ANY PART OF THE PLEDGED COLLATERAL, (II) VOTE THE PLEDGED SHARES, WITH FULL POWER OF SUBSTITUTION TO DO SO, (III) RECEIVE
AND COLLECT ANY DIVIDEND OR OTHER PAYMENT OR DISTRIBUTION IN RESPECT OF, OR IN EXCHANGE FOR, THE PLEDGED COLLATERAL OR ANY PORTION THEREOF, TO GIVE FULL DISCHARGE FOR THE SAME AND TO INDORSE ANY INSTRUMENT MADE PAYABLE TO PLEDGOR FOR SAME,
(IV) EXERCISE ALL OTHER RIGHTS, POWERS, PRIVILEGES AND REMEDIES TO WHICH A HOLDER OF THE PLEDGED COLLATERAL WOULD BE ENTITLED (INCLUDING, WITH RESPECT TO THE PLEDGED SHARES, GIVING OR WITHHOLDING WRITTEN CONSENTS OF SHAREHOLDERS, PARTNERS OR
MEMBERS, CALLING SPECIAL MEETINGS OF SHAREHOLDERS, PARTNERS OR MEMBERS AND VOTING AT SUCH MEETINGS), AND (V) TAKE ANY ACTION AND EXECUTE ANY INSTRUMENT WHICH THE ADMINISTRATIVE AGENT MAY DEEM NECESSARY OR ADVISABLE TO ACCOMPLISH THE PURPOSES OF
THIS AGREEMENT. THE APPOINTMENT OF THE ADMINISTRATIVE AGENT AS PROXY AND ATTORNEY-IN-FACT IS COUPLED WITH AN INTEREST AND SHALL BE VALID AND IRREVOCABLE UNTIL SECURITY
TERMINATION; IT BEING UNDERSTOOD THAT SUCH SECURED OBLIGATIONS AND THIS AGREEMENT AND THE LIENS AND SECURITY INTEREST CREATED HEREBY WILL CONTINUE TO BE EFFECTIVE OR AUTOMATICALLY REINSTATED, AS THE CASE MAY BE, IF AT ANY TIME PAYMENT, IN WHOLE OR
IN PART, OF ANY OF THE SECURED OBLIGATIONS IS RESCINDED OR MUST OTHERWISE BE RESTORED OR RETURNED BY THE ADMINISTRATIVE AGENT OR ANY OTHER SECURED PARTY FOR ANY REASON, INCLUDING AS A PREFERENCE, FRAUDULENT CONVEYANCE OR OTHERWISE UNDER ANY
BANKRUPTCY, INSOLVENCY OR SIMILAR LAW, ALL AS THOUGH SUCH PAYMENT HAD NOT BEEN MADE; IT BEING FURTHER UNDERSTOOD THAT IN THE EVENT PAYMENT OF ALL OR ANY PART OF THE SECURED OBLIGATIONS IS RESCINDED OR MUST BE RESTORED OR RETURNED, ALL REASONABLE OUT-OF-POCKET COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND DISBURSEMENTS) INCURRED BY THE ADMINISTRATIVE AGENT OR ANY OTHER SECURED
PARTY IN DEFENDING AND ENFORCING SUCH REINSTATEMENT SHALL BE DEEMED TO BE INCLUDED AS A PART OF THE SECURED OBLIGATIONS. SUCH APPOINTMENT OF THE ADMINISTRATIVE AGENT AS PROXY AND 

  
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ATTORNEY-IN-FACT SHALL BE VALID AND IRREVOCABLE AS PROVIDED HEREIN NOTWITHSTANDING ANY LIMITATIONS TO THE CONTRARY
SET FORTH IN THE ARTICLES OR CERTIFICATE OF INCORPORATION OR ORGANIZATION, CERTIFICATE OF FORMATION, BYLAWS, LIMITED LIABILITY COMPANY AGREEMENTS OR OTHER ORGANIZATIONAL DOCUMENTS OF ANY PLEDGOR, THE BORROWER OR ANY ISSUER. In order to further
effect the foregoing transfer of rights in favor of the Administrative Agent, the Administrative Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, to present to Borrower or any Issuer an Irrevocable
Proxy and/or Registration Page. After the occurrence and during the continuance of an Event of Default and upon the request of the Administrative Agent, each Pledgor agrees to deliver to the Administrative Agent, on behalf of the Secured Parties,
such further evidence of such Irrevocable Proxy or additional Irrevocable Proxies to vote the Pledged Shares as the Administrative Agent may request. 

(c) Upon the occurrence and during the continuance of an Event of Default, and following delivery of a notice pursuant to
Section 5(a)(ii), in the event that any Pledgor, as record and beneficial owner of its Pledged Shares, shall have received or shall have become entitled to receive, any cash dividends or other distributions in the ordinary course, such Pledgor shall
deliver to the Administrative Agent, for the benefit of the Secured Parties, and the Administrative Agent, for the benefit of the Secured Parties, shall be entitled to receive and retain, all such cash or other distributions as additional Pledged
Collateral. 
 (d) All prior proxies given by any Pledgor with respect to any of the Pledged Collateral or any of the Pledged
Shares, as applicable (other than to the Administrative Agent) are hereby revoked, and no subsequent proxies (other than to the Administrative Agent) will be given with respect to any of the Pledged Collateral or any of the Pledged Shares, as
applicable. The Administrative Agent, as proxy, will be empowered and may exercise the irrevocable proxy to vote the Pledged Collateral and/or the Pledged Shares at any and all times during the continuance of an Event of Default, including, but not
limited to, at any meeting of shareholders, partners or members, as the case may be, of an Issuer, however called, and at any adjournment thereof, or in any action by written consent, and may waive any notice otherwise required in connection
therewith. To the fullest extent permitted by applicable law, the Administrative Agent shall have no agency, fiduciary or other implied duties to any Pledgor or Issuer or any other party when acting in its capacity as such proxy or attorney-in-fact. Each Pledgor hereby waives and releases any claims that it may otherwise have against the Administrative Agent with respect to any breach or alleged breach
of any such agency, fiduciary or other duty. 
 (e) Any transfer to the Administrative Agent or its nominee, or registration
in the name of the Administrative Agent or its nominee, of the whole or any part of the Pledged Collateral, whether by the delivery of a Registration Page to the applicable Issuer or otherwise, shall be made, subject to the following sentence,
solely for purposes of effectuating voting or other consensual rights with respect to the Pledged Collateral in accordance with the terms of this Agreement and is not intended to effectuate any transfer of ownership of the Pledged Collateral.
Notwithstanding any delivery or modification of 

  
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a Registration Page or exercise of an Irrevocable Proxy, the Administrative Agent shall not be deemed the owner of, or assume any obligations of the owner or holder of the Pledged Collateral
unless and until the Administrative Agent expressly accepts such obligations in writing or otherwise becomes the owner thereof under applicable law. 

(f) At any time, in order to comply with any legal requirement in any jurisdiction, or to effect or continue the creation,
attachment or perfection of the Liens and security interest granted herein, the Administrative Agent may appoint any bank or trust company or one or more other Persons, either to act as co-agent or co-agents, jointly with the Administrative Agent, or to act as a separate agent or agents on behalf of the Administrative Agent and/or the other Secured Parties, with such power and authority as may be necessary for
the effective operation of the provisions hereof and may be specified in the instrument of appointment. 
 Section 6. No
Disposition, etc. Other than pursuant to a transaction permitted by the Credit Agreement, without the prior written consent of the Administrative Agent or to the extent permitted under the Credit Agreement, each Pledgor agrees that such Pledgor
will not sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Shares or any other Pledged Collateral, nor will such Pledgor create, incur or permit to exist any Lien, other than Permitted Liens,
with respect to any of the Pledged Shares, any other Pledged Collateral or any interest therein, or any proceeds thereof. If an Event of Default has occurred and is continuing (or would result therefrom), each Pledgor agrees that it will not vote to
enable, and will not otherwise take affirmative action to allow, any Issuer to (a) issue any stock or other securities of any nature in addition to or in exchange or substitution for the Pledged Shares or (b) dissolve, liquidate, retire
any of its capital stock, reduce its capital or merge or consolidate with any other Person. 
 Section 7. Certain Rights of the
Administrative Agent. Neither the Administrative Agent nor any of the other Secured Parties shall be liable for failure to collect or realize upon any of the Secured Obligations or any collateral security or guaranty therefor, or any part
thereof, or for any delay in so doing, nor shall the Administrative Agent or any of the other Secured Parties be under any obligation to take any action whatsoever with regard thereto. Any or all of the Pledged Shares, if an Event of Default has
occurred and is continuing, may be registered in the name of the Administrative Agent or its nominee and the Administrative Agent or its nominee may without notice, exercise all voting and corporate rights at any meeting with respect to any Issuer
and exercise any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any of the Pledged Shares as if it were the absolute owner thereof, including, without limitation, the right to vote in
favor of, and to exchange at its discretion any and all of the Pledged Shares upon, the merger, consolidation, reorganization, recapitalization or other readjustment with respect to any Issuer or upon the exercise by any Pledgor or the
Administrative Agent of any right, privilege or option pertaining to any of the Pledged Shares, and in connection therewith, to deposit and deliver any and all of the Pledged Shares with any committee, depository, transfer agent, registrar or other
designated agency upon such terms and conditions as the Administrative Agent may determine, all without liability except to account for property actually received by the Administrative Agent, but the Administrative Agent shall have no duty to
exercise any of the aforesaid rights, privileges or options and shall not be responsible for any failure to do so or delay in so doing. 

  
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 Section 8. Subordination of All Pledgor Claims. 

(a) Each Pledgor hereby subordinates the payment of all Pledgor Claims owing to such Pledgor to the payment in full in cash of
all the Secured Obligations (other than contingent indemnification and cost reimbursement obligations for which no claim has been asserted). If the Administrative Agent or the other Secured Parties so request, any such Pledgor Claims owing to such
Pledgor shall be enforced and performance received by such Pledgor as trustee for the Secured Parties and the proceeds thereof shall be paid over to the Administrative Agent on account of the Secured Obligations. After and during the continuation of
an Event of Default, no Pledgor shall receive or collect, directly or indirectly, from any other Pledgor in respect thereof any amount upon the Pledgor Claims. 

(b) In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency
proceedings involving any Pledgor, the Administrative Agent on behalf of the Secured Parties shall have the right to prove their claim in any proceeding, so as to establish their rights hereunder and receive directly from the receiver, trustee or
other court custodian, dividends and payments which would otherwise be payable upon Pledgor Claims. In the event of such proceeding, each Pledgor hereby assigns such dividends and payments to the Administrative Agent for the benefit of the Secured
Parties for application against the Secured Obligations as provided under Section 10.02(c) of the Credit Agreement. Should the Administrative Agent or any other Secured Party receive, for application upon the Secured Obligations, any such dividend
or payment which is otherwise payable to any Pledgor, and which, as between such Pledgor and any other Pledgor, shall constitute a credit upon the Pledgor Claims, then upon Security Termination, the intended recipient shall become subrogated to the
rights of the Administrative Agent and the other Secured Parties to the extent that such payments to the Administrative Agent and the other Secured Parties on the Pledgor Claims have contributed toward the liquidation of the Secured Obligations, and
such subrogation shall be with respect to that proportion of the Secured Obligations which would have been unpaid if the Administrative Agent and the other Secured Parties had not received dividends or payments upon the Pledgor Claims. 

(c) In the event that, notwithstanding Section 8(a) and (b), any Pledgor should receive any funds, payments, claims or
distributions which are prohibited by such Sections, then it agrees: (a) to hold in trust for the Administrative Agent and the other Secured Parties an amount equal to the amount of all funds, payments, claims or distributions so received, and
(b) that it shall have absolutely no dominion over the amount of such funds, payments, claims or distributions except to pay them promptly to the Administrative Agent, for the benefit of the Secured Parties; and each Pledgor covenants promptly
to pay the same to the Administrative Agent. 
 (d) Each Pledgor agrees that until Security Termination, any Liens securing
payment of the Pledgor Claims shall be and remain inferior and subordinate to any Liens securing payment of the Secured Obligations, regardless of whether such encumbrances in favor of such Pledgor, the Administrative Agent or any other Secured
Party presently exist or are hereafter created or attach. Without the prior written consent of the 

  
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Administrative Agent, no Pledgor, during the period in which any of the Secured Obligations is outstanding or the Commitments are in effect, shall (x) exercise or enforce any creditor’s
right it may have against any debtor in respect of the Pledgor Claims, or (y) foreclose, repossess, sequester or otherwise take steps or institute any action or proceeding (judicial or otherwise, including without limitation the commencement of
or joinder in any liquidation, bankruptcy, rearrangement, debtor’s relief or insolvency proceeding) to enforce any Lien securing payment of the Pledgor Claims held by it. 

(e) All promissory notes and all accounts receivable ledgers or other evidence of the Pledgor Claims accepted by or held by any
Pledgor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under the terms of this Agreement. 

Section 9. Remedies. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent, without
demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon any Pledgor or any other Person (all and each of which demands, advertisements
and/or notices are hereby expressly waived to the fullest extent permitted by law), may forthwith collect, receive and realize upon the Pledged Collateral, or any part thereof, and/or may forthwith sell, assign, give an option or options to
purchase, contract to sell or otherwise dispose of (including the disposition by merger) and deliver said Pledged Collateral, or any part thereof, in one or more portions at public or private sale or sales or transactions, at any exchange,
broker’s board or at any of the Administrative Agent’s offices or elsewhere upon such terms and conditions as the Administrative Agent may deem advisable and at such prices as it may deem best, for any combination of cash and/or securities
or other property or on credit or for future delivery without assumption by any Secured Party of any credit risk, with the right to the Administrative Agent upon any such sale or sales, public or private, to purchase the whole or any part of said
Pledged Collateral so sold, free of any right or equity of redemption in any Pledgor, which right and equity are hereby expressly waived (to the fullest extent permitted by law) or released. Each Pledgor agrees that the Administrative Agent need not
give more than ten (10) days’ notice of the time and place of any public sale or of the time after which a private sale or other intended disposition is to take place and that such notice is reasonable notification of such matters. No
notification need be given to any Pledgor if such Pledgor has signed after the occurrence and during the continuance of an Event of Default a statement renouncing or modifying any right to notification of sale or other intended disposition. In
addition to the rights and remedies granted to the Administrative Agent for the benefit of the Secured Parties in this Agreement and in any other instrument or agreement securing, evidencing or relating to any of the Secured Obligations, the
Administrative Agent and the other Secured Parties shall have all the rights and remedies of a secured party under the UCC and under any other applicable law. 

Section 10. Sale of Pledged Shares. After the occurrence and during the continuance of an Event of Default: 

(a) Each Pledgor recognizes that the Administrative Agent, on behalf of the Secured Parties, may be unable to effect a public
sale or disposition (including, without limitation, any disposition in connection with a merger of any Issuer) of any or all the 

  
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Pledged Collateral by reason of certain prohibitions contained in the 1933 Act, and applicable state securities laws, but may be compelled to resort to one or more private sales or dispositions
thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and
agrees that any such private sale or disposition may result in prices and other terms (including the terms of any securities or other property received in connection therewith) less favorable to the seller than if such sale or disposition were a
public sale or disposition and, notwithstanding such circumstances, agrees that any such private sale or disposition shall be deemed to be reasonable and effected in a commercially reasonable manner. The Administrative Agent shall be under no
obligation to delay a sale or disposition of any of the Pledged Collateral in order to permit any Pledgor or any Issuer to register such securities for public sale under the 1933 Act, or under applicable state securities laws, even if such Pledgor
or any Issuer would agree to do so. No Secured Party shall incur any liability as a result of the sale of any such Pledged Collateral, or any part thereof, at any private sale provided for in this Agreement conducted in a commercially reasonable
manner, and each Pledgor hereby waives to the fullest extent permitted by law any claims against the Secured Parties arising by reason of the fact that the price at which the Pledged Collateral may have been sold at such a private sale was less than
the price which might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Administrative Agent accepts the first offer received and does not offer the Pledged Collateral to more than one
offeree. 
 (b) Each Pledgor agrees to do or cause to be done all such other acts and things as the Administrative Agent may
reasonably request to make such sale or sales or dispositions of any portion or all of the Pledged Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and
all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales or dispositions, all at such Pledgor’s expense. 

(c) Without in any way limiting the requirement of Section 12.03 of the Credit Agreement, each Pledgor agrees to indemnify
and hold harmless the Secured Parties, each of their respective successors and assigns, officers, directors, employees, agents and attorneys, and any Person in control of any thereof (the “Indemnified Parties”), from and against any
loss, liability, claim, damage and expense, including, without limitation, reasonable counsel fees (collectively called the “Indemnified Liabilities”), which may be imposed on, incurred by or asserted against such Indemnified Party
as a result of or in connection with this Agreement or the enforcement by the Administrative Agent or any other Secured Party of its rights and remedies hereunder, and any Indemnified Liabilities, under federal and state securities laws or
otherwise, insofar as such Indemnified Liabilities; 
 (i) arise out of or is based upon any untrue statement or alleged
untrue statement of a material fact contained in any registration statement, prospectus or offering memorandum or in any preliminary prospectus or preliminary offering memorandum or in any amendment or supplement to any of the foregoing or in any
other writing in 

  
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connection with the offer, sale or resale of all or any portion of the Pledged Collateral, provided that any such registration statement, prospectus or offering memorandum, preliminary
prospectus, preliminary offering memorandum, or other writing was prepared by Pledgors, their representatives, agents, or attorneys or such untrue statement was provided by Pledgors specifically for inclusion therein and unless such untrue statement
of material fact was provided by the Administrative Agent specifically for inclusion therein; or 
 (ii) arise out of or is
based upon any omission or alleged omission to state therein a material fact required to be stated or necessary to make the statements therein not misleading. 

Such indemnification to remain operative regardless of any investigation made by or on behalf of the Administrative Agent, any Secured Party or any successor
thereof, or any Person in control of any thereof. In no event shall any Pledgor have any obligation to indemnify or hold harmless an Indemnified Party with respect to an Indemnified Liability that is determined in a final, non-appealable judgment by a court of competent jurisdiction to result from the gross negligence or willful misconduct by any Indemnified Party. In connection with a public sale or other distribution, each Pledgor
will provide customary indemnification to any underwriters, their respective successors and assigns, their respective officers and directors and each Person who controls any such underwriter (within the meaning of the 1933 Act). If and to the extent
that the foregoing undertakings in this Section 10(c) may be unenforceable for any reason, each Pledgor agrees to make maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable
law. The obligations of each Pledgor under this Section 10(c) shall survive any termination of this Agreement. 
 Section 11.
Application of Proceeds. The proceeds of any collection, sale or other realization of all or any part of the Pledged Collateral, and any other cash at the time held by the Administrative Agent under this Agreement, shall be applied to the
Secured Obligations in accordance with the terms of the Credit Agreement. The Pledgors shall remain liable for any deficiency in the Secured Obligations remaining after such application. 

Section 12. Further Assurances. Each Pledgor agrees that at any time and from time to time, upon the written request of the
Administrative Agent, such Pledgor will execute and deliver all Equity Interest Powers, Registration Pages, Irrevocable Proxies, financing statements and such further documents and do such further acts and things as the Administrative Agent may
reasonably request consistent with the provisions hereof in order to effect the purposes of this Agreement. Without limiting the foregoing, each Pledgor will take any and all necessary actions required or requested by the Administrative Agent, from
time to time, to (a) cause the Administrative Agent to obtain exclusive control of any Pledged Collateral owned by such Pledgor in a manner reasonably acceptable to the Administrative Agent and (b) obtain from any Issuer of Pledged
Collateral written confirmation of the Administrative Agent’s control over such Pledged Collateral. For purposes of this Section 12, the Administrative Agent shall have exclusive control of Pledged Collateral if (i) in the case of
Pledged Collateral consisting of certificated securities, such Pledgor delivers such certificated securities to the Administrative Agent (with Equity Interest Powers (in blank or otherwise) if such certificated securities are in registered form) and
(ii) in the case of any other Pledged Collateral, the Administrative Agent has control thereof for all applicable purposes of the UCC. 

  
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 Section 13. Limitation on Duty of the Administrative Agent. 

(a) The powers conferred on the Administrative Agent under this Agreement are solely to protect the Administrative Agent’s
interest in the Pledged Collateral and shall not impose any duty upon it to exercise any such powers. The Administrative Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers and neither the
Administrative Agent nor its Representative nor any of their respective officers, directors, employees or agents shall be responsible to the Pledgors for any act or failure to act, except for gross negligence or willful misconduct. Without limiting
the foregoing, the Administrative Agent and any Representative shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in their possession if such Pledged Collateral is accorded treatment
substantially equivalent to that which the Administrative Agent or any Representative, in its individual capacity, accords its own property consisting of the type of Pledged Collateral involved, it being understood and agreed that neither the
Administrative Agent nor any Representative shall have any responsibility for taking any necessary steps (other than steps taken in accordance with the standard of care set forth above) to protect, preserve or exercise rights against any Person with
respect to any Pledged Collateral and shall be relieved of all responsibility for the Pledged Collateral upon surrendering it to the applicable Pledgor. 

(b) Also without limiting the generality of the foregoing, neither the Administrative Agent nor any Representative shall have
any obligation or liability under any contract or license by reason of or arising out of this Agreement or the granting to the Administrative Agent of a security interest therein or assignment thereof or the receipt by the Administrative Agent or
any Representative of any payment relating to any contract or license pursuant hereto, nor shall the Administrative Agent or any Representative be required or obligated in any manner to perform or fulfill any of the obligations of any Pledgor under
or pursuant to any contract or license, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it or the sufficiency of any performance by any party under any contract or license, or to present
or file any claim, or to take any action to collect or enforce any performance or the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. 

Section 14. Severability. If any provision hereof is invalid and unenforceable in any jurisdiction, then, to the fullest extent
permitted by law, (a) the other provisions hereof shall remain in full force and effect in such jurisdiction and (b) the invalidity or unenforceability of any provision hereof in any jurisdiction shall not affect the validity or
enforceability of such provision in any other jurisdiction. 
 Section 15. No Waiver; Cumulative Remedies. No failure on the
part of the Administrative Agent to exercise, and no course of dealing with respect to, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any


  
 16 









 
single or partial exercise by the Administrative Agent of any right, power or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right, power or remedy.
Neither the Administrative Agent nor any of the other Secured Parties shall be liable for any failure to collect or realize upon any of the Secured Obligations or any collateral security or guaranty therefor, or any part thereof, or for any delay in
so doing, nor shall the Administrative Agent or any of the other Secured Parties be under any obligation to take any action whatsoever with regard thereto. The rights and remedies herein provided are cumulative and may be exercised singly or
concurrently, and are not exclusive of any rights or remedies provided by law. 
 Section 16. Specific Performance. Each Pledgor
agrees that a breach of any of the covenants contained in Sections 2(b), 4, 5(c), 6, 10 or 12 hereof will cause irreparable injury to the Secured Parties, that the Secured Parties have no adequate remedy at law in respect of such breach and, as a
consequence, agrees, without limiting the right of the Administrative Agent to seek and obtain specific performance of other obligations of such Pledgor contained in this Agreement, that each and every covenant referenced above shall be specifically
enforceable against such Pledgor, and such Pledgor hereby waives to the fullest extent permitted by law and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that the Secured
Obligations have been paid in full and all commitments which could give rise to Secured Obligations have been terminated. 

Section 17. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto, the
Secured Parties and the respective successors and assigns of the foregoing, provided, that no Pledgor shall assign or transfer its rights hereunder without the prior written consent of the Administrative Agent. 

Section 18. Termination. Subject to Section 2.06 of the Credit Agreement, this Agreement and the Liens granted hereunder
shall automatically terminate upon Security Termination, whereupon the Administrative Agent shall forthwith cause to be assigned, transferred and delivered, against receipt but without any recourse, warranty or representation whatsoever, any
remaining Collateral (including all certificates evidencing the Pledged Collateral in its possession or control) to or on the order of the Pledgors. The Administrative Agent, at the Pledgors’ expense, shall also execute and deliver to the
Pledgors upon such termination such UCC termination statements and such other documentation as shall be reasonably requested by the Pledgors to effect the termination and release of the Liens in favor of the Administrative Agent created hereby. 

Section 19. Possession of Pledged Collateral. Beyond the exercise of reasonable care to assure the safe custody of the Pledged
Collateral in the physical possession of the Administrative Agent pursuant hereto, neither the Administrative Agent nor any nominee of the Administrative Agent shall have any duty or liability to collect any sums due in respect thereof or to
protect, preserve or exercise any rights pertaining thereto, and shall be relieved of all responsibility for the Pledged Collateral upon surrendering them to the applicable Pledgor. 

Section 20. Survival of Representations. All representations and warranties of each Pledgor contained in this Agreement shall
survive the execution and delivery of this Agreement. 

  
 17 









 Section 21. Expenses. The Pledgors shall reimburse the Administrative Agent and the
other Secured Parties upon demand for all reasonable and documented out-of-pocket legal, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs and expenses incurred by the Administrative Agent and the other Secured Parties in connection with the preparation, execution, delivery,
administration, collection and enforcement of this Agreement and in the audit, analysis, administration, collection, preservation or sale of the Collateral (including the expenses and charges associated with any periodic or special audit of the
Collateral in accordance with the terms of the Credit Agreement to the extent provided for in Section 12.03 of the Credit Agreement). Any and all costs and expenses incurred by the Pledgors in the performance of actions required pursuant to the
terms hereof shall be borne solely by the Pledgors. Any taxes and stamp duties payable or ruled payable by and domestic or foreign Governmental Authority in respect of this Agreement shall be borne solely by the Pledgors, together with related
interest, penalties, fines and expenses, if any. 
 Section 22.
Attorney-In-Fact. Each Pledgor hereby irrevocably appoints the Administrative Agent as such Pledgor’s attorney-in-fact until termination of this Agreement in accordance with the terms hereof, effective upon the occurrence and during the continuance of an Event of Default, with full authority in the place and
stead of such Pledgor and in the name of such Pledgor or otherwise, from time to time in the Administrative Agent’s discretion, to take any action and to execute any instrument that the Administrative Agent deems reasonably necessary or
advisable to accomplish the purposes of this Agreement, including, without limitation, to receive, endorse and collect all instruments made payable to such Pledgor representing any dividend, payment or other distribution in respect of the Pledged
Collateral or any part thereof and to give full discharge for the same, when and to the extent permitted by this Agreement. 

Section 23. Notices. All notices, demands and requests that any party is required or elects to give to any other party shall be
given in accordance with the provisions of Section 12.01 of the Credit Agreement, and if given (i) to the Administrative Agent, shall be given to it at its address specified in the Credit Agreement or as otherwise specified by the
Administrative Agent in writing, and (ii) to any Pledgor shall be given to it the address specified in the Credit Agreement for such Pledgor or as otherwise specified by such Pledgor in writing. 

Section 24. Governing Law; Consent to Forum. 

(a) THIS AGREEMENT AND ALL CLAIMS SHALL BE GOVERNED BY
THE LAWS OF THE STATE OF TEXAS, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAW PRINCIPLES EXCEPT FEDERAL LAWS
RELATING TO NATIONAL BANKS. 
 (b) EACH PLEDGOR HEREBY CONSENTS
TO THE EXCLUSIVE JURISDICTION OF ANY FEDERAL OR STATE COURT SITTING IN OR WITH JURISDICTION OVER TEXAS, IN ANY
DISPUTE, ACTION, LITIGATION OR OTHER PROCEEDING RELATING IN ANY WAY TO THIS AGREEMENT, AND AGREES THAT ANY DISPUTE,
ACTION, LITIGATION OR OTHER PROCEEDING SHALL BE BROUGHT BY IT SOLELY IN ANY SUCH COURT. EACH PLEDGOR IRREVOCABLY AND
UNCONDITIONALLY WAIVES ALL CLAIMS, OBJECTIONS AND DEFENSES THAT IT MAY HAVE REGARDING ANY SUCH COURT’S PERSONAL
OR SUBJECT MATTER JURISDICTION, VENUE OR INCONVENIENT FORUM. EACH PLEDGOR IRREVOCABLY AND 

  
 18 









 
UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND EACH PLEDGOR AND THE
ADMINISTRATIVE AGENT CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12.01 OF THE
CREDIT AGREEMENT. A final judgment in any proceeding of any such court shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or any other manner provided by applicable law. 

(c) Nothing herein shall limit the right of the Administrative Agent or any Secured Party to bring proceedings against any
Pledgor in any other court, nor limit the right of any party to serve process in any other manner permitted by applicable law. Nothing in this Agreement shall be deemed to preclude enforcement by the Administrative Agent of any judgment or order
obtained in any forum or jurisdiction. 
 Section 25. WAIVERS BY PLEDGORS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW
BUT WITHOUT LIMITATION OF ANY RIGHTS AFFORDED SUCH PLEDGOR AS A BORROWER OR GUARANTOR UNDER THE CREDIT AGREEMENT, EACH PLEDGOR WAIVES (A) THE RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR DISPUTE OF ANY KIND RELATING IN ANY WAY TO
ANY LOAN DOCUMENTS, SECURED OBLIGATIONS OR COLLATERAL; (B) PRESENTMENT, DEMAND, PROTEST, NOTICE OF PRESENTMENT, DEFAULT, NON-PAYMENT, MATURITY, RELEASE, COMPROMISE, SETTLEMENT, EXTENSION OR
RENEWAL OF ANY COMMERCIAL PAPER, ACCOUNTS, DOCUMENTS, INSTRUMENTS, CHATTEL PAPER AND GUARANTIES AT ANY TIME HELD BY THE ADMINISTRATIVE AGENT ON WHICH A PLEDGOR MAY IN ANY WAY BE LIABLE, AND HEREBY RATIFIES ANYTHING THE ADMINISTRATIVE AGENT MAY DO IN
THIS REGARD AFTER THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT; (C) NOTICE PRIOR TO TAKING POSSESSION OR CONTROL OF ANY COLLATERAL AFTER THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT;
(D) ANY BOND OR SECURITY THAT MIGHT BE REQUIRED BY A COURT PRIOR TO ALLOWING THE ADMINISTRATIVE AGENT TO EXERCISE ANY RIGHTS OR REMEDIES AFTER THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT;
(E) THE BENEFIT OF ALL VALUATION, APPRAISEMENT AND EXEMPTION LAWS; (F) ANY CLAIM AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER OR ANY OTHER SECURED PARTY, ON ANY THEORY OF LIABILITY, FOR SPECIAL, INDIRECT,
CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (AS OPPOSED TO DIRECT OR ACTUAL DAMAGES) IN ANY WAY RELATING TO ANY ENFORCEMENT ACTION, SECURED OBLIGATIONS, LOAN DOCUMENTS OR TRANSACTIONS RELATING THERETO; AND (G) NOTICE OF
ACCEPTANCE HEREOF. Each Pledgor acknowledges that the foregoing waivers are a material inducement to the Administrative Agent, on behalf of the Secured Parties, entering into this Agreement and that it is relying upon the foregoing in its
dealings with Pledgors. Each Pledgor has reviewed the 

  
 19 









 
foregoing waivers with its legal counsel and has knowingly and voluntarily waived its jury trial and other rights following consultation with legal counsel. In the event of litigation, this
Agreement may be filed as a written consent to a trial by the court. 
 Section 26. Waiver of Right of Setoff. All sums payable
by the Pledgors hereunder or under the Notes and the other Loan Documents shall be paid without notice, demand, counterclaim, setoff, deduction or defense, and without abatement, suspension, deferment, diminution or reduction, and the
obligations and liabilities of the Pledgors hereunder and thereunder shall in no way be released, discharged or otherwise affected, except as expressly provided herein, by reason of (a) any damage to or destruction of or any taking, or transfer
in lieu thereof, of the Pledged Collateral or any part thereof; (b) any restriction or prevention of or interference with any use of the Pledged Collateral or any part thereof; (c) any bankruptcy, insolvency, reorganization, composition,
adjustment, dissolution, liquidation or other like proceeding relating to any Pledgor or Issuer or any action taken with respect to this Agreement or the other Loan Documents by any trustee or receiver of any Pledgor or Issuer, or by any court in
such proceeding; (d) any claim which any Pledgor has or might have against the Administrative Agent or any other Secured Party; or (e) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not the
Pledgors shall have notice or knowledge of any of the foregoing. No portion of the Secured Obligations shall be or be deemed to be offset or compensated by all or any part of any claim, cause of action, counterclaim or cross-claim, whether
liquidated or unliquidated, which any Pledgor may presently have or claim to have against the Administrative Agent or any other Secured Party. Each Pledgor hereby waives, to the fullest extent permitted by applicable law, any right of setoff it may
have or to which it may be entitled under this Agreement, the other Loan Documents or any applicable law from time to time against the Administrative Agent, any other Secured Party or their respective assets. Except as expressly provided herein,
each Pledgor waives all rights now or hereafter conferred by statute or otherwise to any abatement, suspension, deferment, diminution or reduction of any sum secured hereby and payable by such Pledgor. 

Section 27. Amendments, Etc. The terms of this Agreement may be waived, altered or amended only by an instrument in writing in
accordance with Section 12.02(b) of the Credit Agreement. Any such amendment or waiver shall be binding upon the Administrative Agent and each Pledgor and their respective successors and assigns. 

Section 28. Counterparts; Headings; Execution. This Agreement may be authenticated in any number of counterparts, all of which
taken together shall constitute one and the same instrument and any of the parties hereto may authenticate this Agreement by signing any such counterpart. This Agreement may be authenticated by manual signature, facsimile or, if approved in writing
by the Administrative Agent, electronic means, all of which shall be equally valid. The headings in this Agreement are for convenience of reference only and shall not alter or otherwise affect the meaning hereof. Any electronic signature, contract
formation on an electronic platform and electronic record-keeping shall have the same legal validity and enforceability as a manually executed signature or use of a paper-based recordkeeping system to the fullest extent permitted by applicable law,
including the Federal Electronic Signatures in Global and National Commerce Act or any state law based on the Uniform Electronic Transactions Act. 

  
 20 









 Section 29. Entire Agreement. This Agreement embodies the entire agreement and
understanding between the Pledgors and the Administrative Agent with respect to the subject matter hereof and supersedes all prior oral and written agreements and understandings between any Pledgor and the Administrative Agent relating to the
subject matter hereof. This Agreement supplements the other Loan Documents and nothing in this Agreement shall be deemed to limit or supersede the rights granted to the Administrative Agent or the other Secured Parties in any other Loan Document. In
the event of any conflict or inconsistency between this Agreement and the Credit Agreement, the provisions of the Credit Agreement shall govern and control. 

[Signature Page Follows] 

  
 21 









 IN WITNESS WHEREOF, the parties hereto have caused this Pledge Agreement to be duly executed and
delivered as of the day and year first above written. 
  

							
	PLEDGORS:	 		 	LINN ENERGY, INC.
				
		 		 	By:	 	  

		 		 	Name:	 	  

		 		 	Title:	 	  

			
		 		 	LINN ENERGY HOLDCO LLC
				
		 		 	By:	 	  

		 		 	Name:	 	  

		 		 	Title:	 	  

			
		 		 	LINN ENERGY HOLDCO II LLC
				
		 		 	By:	 	  

		 		 	Name:	 	  

		 		 	Title:	 	  

			
		 		 	LINN ENERGY HOLDINGS, LLC
				
		 		 	By:	 	  

		 		 	Name:	 	  

		 		 	Title:	 	  

			
		 		 	LINN OPERATING, LLC
				
		 		 	By:	 	  

		 		 	Name:	 	  

		 		 	Title:	 	  



  
 [Signature Page to Pledge
Agreement] 










							
		 		 	LINN MIDWEST ENERGY LLC
				
		 		 	By:	 	  

		 		 	Name:	 	  

		 		 	Title:	 	  

			
		 		 	LINN MIDSTREAM, LLC
				
		 		 	By:	 	  

		 		 	Name:	 	  

		 		 	Title:	 	  

			
		 		 	LINN MARKETING, LLC
				
		 		 	By:	 	  

		 		 	Name:	 	  

		 		 	Title:	 	  



  
 [Signature Page to Pledge
Agreement] 









 Exhibit A 

to Pledge Agreement 
  

																			
	 Pledgor
	  	 Issuer
	 	 Certificate

No.
	 	 	 No.

of Shares
	 	 	
Class of
Shares
	 	  	
% of Issued Shares of
such Class 
of Issuer or
other Equity Interest
Pledged by such
Pledgor
	 
	 Linn Energy Holdco LLC
	  	Linn Energy, Inc.	 				 				 				  			
	 Linn Energy Holdco II LLC
	  	Linn Energy Holdco LLC	 				 				 				  			
	 Linn Energy Holdings, LLC
	  	Linn Energy Holdco II LLC	 				 				 				  			
	 Linn Operating, LLC
	  	Linn Energy Holdco II LLC	 				 				 				  			
	 Linn Midwest Energy LLC
	  	Linn Energy Holdings, LLC	 				 				 				  			
	 Linn Midstream, LLC
	  	Linn Energy Holdco II LLC	 				 				 				  			
	 Linn Marketing, LLC
	  	Linn Energy Holdco II LLC	 				 				 				  			









 Exhibit B 

to Pledge Agreement 
 Addendum to
Pledge Agreement 
 The undersigned, being a Pledgor pursuant to that certain Pledge Agreement dated as of February 28, 2017 (the
“Pledge Agreement”) in favor of Wells Fargo Bank, National Association, as administrative agent (the “Administrative Agent”), by executing this Addendum, hereby acknowledges that such Pledgor legally and
beneficially owns capital stock as set forth below of [                    ], a
[                    ][                    ]
(“Entity”). Capitalized terms used but not defined herein have the meanings given them in the Pledge Agreement. Such Pledgor hereby agrees and acknowledges that Entity is an Issuer pursuant to the Pledge Agreement and the Shares (as
hereinafter defined) shall be deemed Pledged Shares pursuant to the Pledge Agreement. Such Pledgor hereby represents and warrants to the Administrative Agent and the other Secured Parties that (i) all of the capital stock or shares of Entity
now owned by such Pledgor (“Shares”) is presently represented by the stock or share certificates listed below to the extent applicable, which stock or share certificates, with undated Equity Interest Powers duly executed in blank by
such Pledgor, Irrevocable Proxies and Registration Pages are being delivered to the Administrative Agent, simultaneously herewith, and (ii) after giving effect to this Addendum, the representations and warranties set forth in Section 3 of
the Pledge Agreement are true, complete and correct with respect to the undersigned Pledgor and the Pledged Shares described herein as of the date hereof. 

Pledged Shares 
  

																			
	 Pledgor
	  	 Issuer
	  	 Certificate

No.
	 	  	 No.

of Shares
	 	  	
Class of
Shares
	 	  	
% of Issued
Shares of
such 
Class
of Issuer or
other Equity
Interest
Pledged
	 
		  		  				  				  				  			

 IN WITNESS WHEREOF, Pledgor has executed this Addendum this      day of
            , 20    . 
  

			
	PLEDGOR:
	
	  

		
	By:	 	  

	Its:	 	  











 Exhibit C 

to Pledge Agreement 
 Joinder to
Pledge Agreement 
 The undersigned,
                    , a                      , as
of the      day of             , 20    , hereby joins in the execution of that certain Pledge Agreement dated as of February 28, 2017 (as the same
may be amended, restated, supplemented or otherwise modified and in effect from time to time, the “Pledge Agreement”) by Linn Energy Holdco II LLC, a Delaware limited liability company (the “Borrower”), each of Linn
Energy Inc., a Delaware corporation (“Linn Energy”), Linn Energy Holdco LLC, a Delaware limited liability company (“Energy Holdco”), Linn Energy Holdings, LLC, a Delaware limited liability company (“Energy
Holdings”), Linn Operating, LLC, a Delaware limited liability company (“Operating”), Linn Midwest Energy LLC, a Delaware limited liability company (“Midwest”), Linn Midstream, LLC, a Delaware limited
liability company (“Midstream”), Linn Marketing, LLC, a Delaware limited liability company (“Marketing” and together with Linn Energy, Energy Holdco, Energy Holdings, Operating, Midwest, Midstream, and the
Guarantors together with the Borrower and each Person who becomes a party to this Agreement by execution of a joinder in the form of Exhibit C hereto, collectively the “Pledgors”, and each individually a
“Pledgor”), in favor of Wells Fargo Bank, National Association, as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”), for the benefit of the Secured
Parties. Capitalized terms used but not defined herein have the meanings given them in the Pledge Agreement. By executing this Joinder, the undersigned hereby agrees that it is a Pledgor thereunder and agrees to be bound by all of the terms and
provisions of the Pledge Agreement. 
 The undersigned represents and warrants to the Administrative Agent and the other Secured Parties that the
undersigned is the record and beneficial owner of, and has legal title to, the Equity Interests set forth below. 

                          
              , a                  

 

			
	By:	 	  

	Name:	 	  

	Title:	 	  


 Pledged Shares 
  

																			
	 Pledgor
	  	 Issuer
	  	 Certificate

No.
	 	  	 No.

of Shares
	 	  	
Class of
Shares
	 	  	
% of Issued
Shares of
such 
Class
of Issuer or
other Equity
Interest
Pledged
	 
		  		  				  				  				  			









 Exhibit D 

to Pledge Agreement 
 Issuer’s
Acknowledgement 
 Each of the undersigned hereby (i) acknowledges receipt of a copy of that certain Pledge Agreement dated as of
February 28, 2017 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Pledge Agreement”; capitalized terms used but not otherwise defined herein shall have the meanings assigned to such
terms in the Pledge Agreement), made by the Pledgors party thereto and Wells Fargo Bank, National Association, as administrative agent for the Secured Parties (in such capacity and together with any successors in such capacity, the
“Administrative Agent”), (ii) subject to the provisions of the Pledge Agreement, agrees that it will comply with instructions of the Administrative Agent or its nominee with respect to the applicable Pledged Collateral without
further consent by the applicable Pledgor, (iii) to the extent permitted by law, agrees that the “issuer’s jurisdiction” (as defined in Section 8-110 of the UCC) is the State of
[Delaware], U.S.A., (iv) agrees to notify the Administrative Agent upon obtaining knowledge of any interest in favor of any person in the applicable Pledged Collateral that is adverse to the interest of the Administrative Agent therein and
(v) waives any right or requirement at any time hereafter to receive a copy of the Pledge Agreement in connection with the registration of any Pledged Collateral thereunder in the name of the Administrative Agent or its nominee or the exercise
of voting rights by the Administrative Agent or its nominee. The undersigneds each hereby acknowledge and agree that upon the delivery of any certificates representing the Pledged Shares issued by the undersigned endorsed to the Administrative Agent
or in blank, or to the extent the Pledged Shares are not represented by certificates, upon the execution and delivery of this acknowledgement by the parties hereto, the Administrative Agent shall have control over the Pledged Shares. 

 

			
	[ISSUER]
		
	By:	 	  

	Name:	 	  

	Title:	 	  











 Exhibit E 

to Pledge Agreement 
 Equity
Interest Power 
 FOR VALUE RECEIVED, the undersigned,
                     a                     
(“Pledgor”), does hereby sell, assign and transfer to
                                         
                   * all of its Equity Interests (as hereinafter defined) represented by Certificate No(s).
                    * in                    , a
                     (“Issuer”) standing in the name of Pledgor on the books of said Issuer. Pledgor does hereby irrevocably
constitute and appoint                     *, as attorney, to transfer the Equity Interests in said Issuer with full power of substitution in the
premises. The term “Equity Interest” means any security, share, unit, partnership interest, membership interest, ownership interest, equity interest, option, warrant, participation, “equity security” (as such term is defined in
Rule 3(a)11-1 of the General Rules and Regulations of the Securities Exchange Act of 1934, as amended, or any similar statute then in effect, promulgated by the Securities and Exchange Commission and any
successor thereto) or analogous interest (regardless of how designated) of or in a corporation, partnership, limited partnership, limited liability company, business trust or other entity, of whatever nature, type, series or class, whether voting or
nonvoting, certificated or uncertificated, common or preferred, and all rights and privileges incident thereto. 
  

							
	Dated:	 	  
	 	*

  

			
	PLEDGOR: 
	
	  

		
	By:	 	  

	Name:	 	  

	Title:	 	  



  

	*	To Remain Blank 









 Exhibit F 

to Pledge Agreement 
 Irrevocable
Proxy 
 (Interests of [Issuer]) 

For good and valuable consideration, receipt of which is hereby acknowledged, the undersigned hereby irrevocably (to the fullest extent
permitted by law) appoints and constitutes WELLS FARGO BANK, NATIONAL ASSOCIATION in its capacity as Administrative Agent for the Lenders (the “Proxy Holder”) under the Credit Agreement dated as of February 28, 2017 to which it,
[the Company] (as defined below), the other Obligors party thereto and the Lenders are party, as amended, restated, modified or supplemented from time to time (the “Credit Agreement”), the attorney and proxy of the
undersigned with full power of substitution and resubstitution, to the full extent of the undersigned’s rights with respect to all of the Pledged Collateral (as defined in the Pledge Agreement, defined below) which constitute the shares or
other equity interests (the “Interests”) of                      (the “Company”). Upon the execution hereof, all
prior proxies given by the undersigned with respect to any of the Interests are hereby revoked, and no subsequent proxies will be given with respect to any of the Interests. 

This proxy is irrevocable, is coupled with an interest and is granted pursuant to that certain Pledge Agreement dated as of February 28, 2017
(the “Pledge Agreement”) in favor of the Proxy Holder, for the benefit of the Secured Parties, in consideration of the credit extended pursuant to the Credit Agreement. Capitalized terms used herein but not otherwise defined in this
irrevocable proxy have the meanings ascribed to such terms in the Pledge Agreement. 
 The Proxy Holder named above will be empowered and
may exercise this irrevocable proxy to vote the Interests at any and all times after the occurrence and during the continuation of an Event of Default, including but not limited to, at any meeting of the shareholders or members of the Company, after
such time however called, and at any adjournment thereof, or in any written action by consent of the shareholders or members of the Company. This proxy shall remain in effect with respect to the Interests until Security Termination, and will
continue to be effective or automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Proxy Holder for any reason
including as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made (provided, that in the event payment of all or any part of the Secured Obligations is
rescinded or must be restored or returned, all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees and disbursements) incurred by the
Proxy Holder in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations), notwithstanding any time limitations set forth in the operating agreement and other organizational documents of the
Company or the limited liability company act of the State of                     . 

Any obligation of the undersigned hereunder shall be binding upon the heirs, successors and assigns of the undersigned (including any
transferee of any of the Interests). 








 IN WITNESS WHEREOF, the undersigned has executed this irrevocable proxy as of this
     day of             ,         . 
  


					
	  

			
		 	 By
	 	  

		 	 Print Name
	 	  

		 	 Title
	 	  











 Exhibit G 

to Pledge Agreement 
 Registration
Page 
 [Issuer] 

[Membership Interest][Stock] Ledger as of             ,
        * 
  

					
	 NAME
	  	
CERTIFICATE NO.
	  	 NUMBER OF

INTERESTS

		  		  	

  

					
	 Acknowledged By: 

			
	[Issuer]	 		 	
			
		 	By	 	  

		 	Print Name	 	  

		 	Title	 	  



  

	*	To Remain Blank - Not Completed at Closing 









 EXHIBIT D 

[FORM OF] ASSIGNMENT AND ASSUMPTION 

This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Assignment 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 Credit Agreement identified below (as the same may be amended, supplemented or restated from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms
and Conditions for Assignment and Assumption 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. 

The Assignor named on the reverse hereof hereby sells and assigns, without recourse, to the Assignee named on the reverse hereof, and the
Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Effective Date set forth on the reverse hereof, the interests set forth on the reverse hereof (the “Assigned Interest”) in
the Assignor’s rights and obligations under the Credit Agreement, including, without limitation, (i) with respect to an assignment of a Revolving Loan, the interests set forth on the reverse hereof in the Commitment of the Assignor on the
Assignment Effective Date and Revolving Loans owing to the Assignor which are outstanding on the Assignment Effective Date, together with the participations in Letters of Credit and LC Disbursements held by the Assignor on the Assignment Effective
Date, but excluding accrued interest and fees to and excluding the Assignment Effective Date and (ii) with respect to an assignment of a Term Loan, the interests set forth on the reverse hereof in the Revolving Loans owing to the Assignor which
are outstanding on the Assignment Effective Date, but excluding accrued interest and fees to and excluding the Assignment Effective Date. From and after the Assignment Effective Date (i) the Assignee shall be a party to and be bound by the
provisions of the Credit Agreement and, to the extent of the Assigned Interest, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the Assigned Interest, relinquish its rights and be released
from its obligations under the Credit Agreement. 
 This Assignment and Assumption is being delivered to the Administrative Agent together
with (i) any documentation required to be delivered by the Assignee pursuant to Section 5.03(e) of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the
Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee payable to the Administrative Agent pursuant to
Section 12.04(b) of the Credit Agreement. 
 This Assignment and Assumption shall be governed by and construed in accordance
with the laws of the State of Texas. 
  

					
	Credit Agreement:	  	Credit Agreement dated as of February 28, 2017 among Linn Energy Holdco II LLC as Borrower, Linn Energy, Inc., a Delaware corporation, Linn Energy Holdco LLC, a Delaware limited liability company, each Subsidiary
Guarantor from time to time party thereto, Wells Fargo Bank, National Association as Administrative Agent, and the Lenders from time to time party thereto, as the same may from time to time be amended, modified, supplemented or restated


  
 Exhibit D 









 Legal Name of Assignor: 

Legal Name of Assignee: 
 Assignee’s Address for Notices:

 Assignment Effective Date: [            ], 201[] 

 

					
	 Facility
	  	 Amount Assigned
	  	 Percentage Assigned of Revolving
Loan Commitments,
Revolving
Loans or Term Loans, as applicable
(set forth, to at least 8 decimals, as a
percentage of the total Revolving
Loan Commitments, Revolving
Loans or Term Loans, as applicable,
of all Lenders)

	 Revolving Commitment Assigned:
	  	$	  	%
	 Revolving Loans Assigned:
	  	$	  	%
	 Term Loans Assigned:
	  	$	  	%

 The terms set forth above and on the reverse side hereof are hereby agreed to: 

 

			
	[Name of Assignor], as Assignor
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	[Name of Assignee], as Assignee
		
	By:	 	  

	Name:	 	
	Title:	 	



  
 Exhibit D 









 The undersigned hereby consent to the within assignment: 

 

							
	 [Linn Energy Holdco II LLC, as

Borrower]1
	 	 Wells Fargo Bank, National Association,

as Administrative Agent

				
	By:	 	  
	 	 By:
  
	 	  

	Name:	 	  
	 	 Name:
  
	 	  

	 Title:
	 	  
	 	Title:	 	  


  

	1 	To be included only if required under Section 12.04. 


  
 Exhibit D 









 ANNEX 1 

STANDARD TERMS AND CONDITIONS FOR 

ASSIGNMENT AND ASSUMPTION 

LINN ENERGY HOLDCO II LLC CREDIT AGREEMENT 
  

	 	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 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 any Obligor, any Obligor’s Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by any Obligor, any Obligor’s 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 Credit
Agreement, (ii) it satisfies the requirements, if any, specified in the 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 Assignment Effective
Date, it shall be bound by the provisions of the 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 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) attached to the
Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the 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 Assignment 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 Assignment Effective Date and to the Assignee for amounts which have accrued from and after the
Assignment Effective Date. 

  
 Exhibit D 









 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 laws of the
State of Texas. 

  
 Exhibit D 









 EXHIBIT E 

[FORM OF] BORROWING REQUEST 

[            ], 201[    ] 

Linn Energy Holdco II LLC, a Delaware limited liability company (the “Borrower”), pursuant to [Section 2.03]
[Section 2.09(c)] of the Credit Agreement dated as of February 28, 2017 (as the same may be amended, supplemented or restated from time to time, the “Credit Agreement”) among the Borrower, Linn Energy, Inc., a Delaware
corporation, Linn Energy Holdco LLC, a Delaware limited liability company, each Subsidiary Guarantor from time to time party thereto, Wells Fargo Bank, National Association as Administrative Agent, and the Lenders from time to time party thereto
(unless otherwise defined herein, each capitalized term used herein is defined in the Credit Agreement), hereby requests a Borrowing as follows: 
  

	(i)	The aggregate amount of the requested Borrowing is $[            ]; 

  

	(ii)	The date of such Borrowing is [            ], 201[ ]; 

  

	(iii)	The requested Borrowing is to be a [Revolving Loan] [Term Loan]; 

  

	(iv)	The requested Borrowing is to be [an ABR Borrowing] [a Eurodollar Borrowing]; 

  

	(v)	In the case of a Eurodollar Borrowing, the initial Interest Period applicable thereto is [            ]; 


 

	[(vi)	The amount of the 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) (without regard to the requested Borrowing) is
$[            ];] 

  

	[(viii) 	The pro forma total Revolving Credit Exposures (giving effect to the requested Borrowing) is $[            ];] 


 

	(ix)	The location and number of the Borrower’s Controlled Proceeds Account to which funds are to be disbursed is as follows: 


[                      
                      ] 

[                       
                     ] 
  

	(x)	The pro forma Consolidated Cash Balance of the Obligors shall not exceed $70,000,000.00 after giving effect to the requested Borrowing; and 


 

	(xi)	The conditions set forth in Section 6.02 of the Credit Agreement have been satisfied. 


  
 Exhibit E 









 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. 
  

			
	LINN ENERGY HOLDCO II LLC
		
	By:	 	  

	Name:	 	  

	Title:	 	  




  
 Exhibit E 









 EXHIBIT F 

[FORM OF] INTEREST ELECTION REQUEST 

[            ],
201[            ] 
 Linn Energy Holdco II LLC, a Delaware limited liability
company (the “Borrower”), pursuant to Section 2.04 of the Credit Agreement dated as of February 28, 2017 (as the same may be amended, supplemented or restated from time to time, the “Credit Agreement”)
among the Borrower, Linn Energy, Inc., a Delaware corporation, Linn Energy Holdco LLC, a Delaware limited liability company, each Subsidiary Guarantor from time to time party thereto, Wells Fargo Bank, National Association as Administrative Agent,
and the Lenders from time to time party 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
[            ];2 

  

	(ii)	The effective date of the election made pursuant to this Interest Election Request is [            ], 201[ ];[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. 

 

			
	LINN ENERGY HOLDCO II LLC
		
	By:	 	  

	Name:	 	  

	Title:	 	  



  

	2 	Applicable borrowing to be identified by [amount and date when made]. 


  
 Exhibit F 









 EXHIBIT G 

[FORM OF] RESERVE REPORT CERTIFICATE 

The undersigned hereby certifies that he/she is the [            ] of Linn Energy
Holdco II LLC, a Delaware limited liability company (the “Borrower”), and that as such he/she is authorized to execute this certificate on behalf of the Borrower. Pursuant to Section 8.11(c) of Credit Agreement dated as
of February 28, 2017 (together with all amendments, restatements, supplements or other modifications thereto, the “Credit Agreement”) among the Borrower, Linn Energy, Inc., a Delaware corporation, Linn Energy Holdco LLC, a Delaware
limited liability company, each Subsidiary Guarantor from time to time party thereto, Wells Fargo Bank, National Association as administrative agent (the “Administrative Agent”), and the Lenders from time to time party thereto, the
undersigned represents and warrants as follows (each capitalized term used herein having the same meaning given to it in the Credit Agreement unless otherwise specified): 

(a) There are no statements or conclusions in the Reserve Report delivered herewith or in any information delivered in connection with such
Reserve Report which are based upon or include materially misleading information of a material fact or fail to take into account material information regarding the material matters reported therein (it being understood that projections concerning
volumes attributable to the Oil and Gas Properties of the Borrower and its Subsidiaries and production and cost estimates contained in such Reserve Report and in other information delivered in connection therewith are necessarily based upon
professional opinions, estimates and projections and that no warranty is made with respect to such opinions, estimates and projections). 

(b) The Borrower or its Subsidiaries have good and defensible title to their Oil and Gas Properties evaluated in the Reserve Report delivered
herewith and such Properties are free of all Liens except for Liens permitted by Section 9.03 of the Credit Agreement, in all material respects. 

[(c) The Oil and Gas Properties to be mortgaged on the date hereof in connection with the Credit Agreement comply with the requirements of
Section 8.13(a).] 
 [(c) Except as set forth on Schedule [    ] attached hereto, 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 the Oil and Gas Properties of the Obligors or their respective Subsidiaries evaluated in such Reserve Report that would
require the Obligors or their respective Subsidiaries 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. 

(d) Except as set forth on Schedule [    ] attached hereto, no Oil and Gas Properties of the Borrower and its Restricted
Subsidiaries evaluated in the immediately preceding Reserve Report have been sold since the date of the last Borrowing Base determination. 

(e) Set forth on Schedule [    ] attached hereto is a list of all marketing agreements that have not been previously
disclosed to the Administrative Agent and that are effective on the date hereof that the Borrower could reasonably be expected to have been obligated to list on 

  
 Exhibit G 









 
Schedule 7.19 had such agreement been in effect on the Effective Date. Such Schedule [    ] also lists all marketing agreements which have previously been disclosed to
the Administrative Agent and which became ineffective or which were terminated since the immediately preceding Reserve Report. 
 (f)
Attached hereto as Schedule [    ] is a list of the Oil and Gas Properties of the Borrower and its Subsidiaries evaluated in the Reserve Report delivered herewith that are Mortgaged Properties which demonstrates compliance with
Section 8.13(a). 
 EXECUTED AND DELIVERED this [    ] day of
            , 201[    ]. 
  

			
	LINN ENERGY HOLDCO II LLC
		
	By:	 	  

	Name:	 	  

	Title:	 	  




  
 Exhibit G 









 EXHIBIT H 

[FORM OF] SOLVENCY CERTIFICATE 

Reference is hereby made to the Credit Agreement dated as of February 28, 2017 (as amended, restated, amended and restated, renewed,
supplemented or otherwise modified from time to time, the “Credit Agreement”), among Linn Energy Holdco II LLC, a Delaware limited liability company (the “Borrower”), each of Linn Energy, Inc., a Delaware
corporation (“Linn Energy”), Linn Energy Holdco LLC, a Delaware limited liability company (“Energy Holdco”), Linn Energy Holdings, LLC (“Energy Holdings”), a Delaware limited liability company, Linn
Operating, LLC, a Delaware limited liability company (“Operating”), Linn Midwest Energy LLC, a Delaware limited liability company (“Midwest”), Linn Midstream, LLC, a Delaware limited liability company
(“Midstream”), Linn Marketing, LLC, a Delaware limited liability company (“Marketing” and together with Linn Energy, Energy Holdco, Energy Holdings, Operating, Midwest and Midstream, collectively, the
“Guarantors” and each individually, a “Guarantor”, and the Guarantors together with the Borrower, collectively, the “Obligors” and each individually, an “Obligor”), Wells Fargo
Bank, National Association as administrative agent (the “Administrative Agent”), and the Lenders from time to time party thereto. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the
meanings given to them in the Credit Agreement. The undersigned hereby certifies as of February 28, 2017, in the undersigned’s capacity as an officer, and not in the undersigned’s personal capacity, of the Borrower, that: 

 

	 	(a)	the undersigned is familiar with the properties, business and assets of the Borrower and each Guarantor and has carefully reviewed the contents of this Certificate and, in connection herewith, has made such
investigations and inquiries as the undersigned deemed necessary and prudent under the circumstances; 

  

	 	(b)	the undersigned believes that the financial information and assumptions which underlie and form the basis for the certifications made in this Certificate were reasonable when made and continue to be reasonable as of the
date hereof; and 

  

	 	(c)	immediately prior to and after giving effect to the consummation of the Transactions to occur on the date hereof, (i) the Borrower and (ii) the Borrower and each Guarantor, taken as a whole, in each case
(A) owns assets the fair valuation of which exceeds the aggregate Debt of such Person (or Persons); (B) has not incurred, and does not intend to incur, and does not believe that they will incur or have incurred Debt beyond their ability to
pay such Debt (after taking into account the timing and amounts of cash to be received by such Person (or Persons) and the timing and amounts to be payable on or in respect of such Person’s (or Persons’) liabilities) as such Debt becomes
absolute an matures; and (C) does not have (and does not have reason to believe such Person (or Persons) will have at any time) unreasonably small capital for the conduct of its (or their) business. 


(Signature page follows.) 

  
 Exhibit H 









 IN WITNESS WHEREOF, the undersigned has executed this certificate on behalf of the Borrower as of
the date first written above. 
  
  

			
	LINN ENERGY HOLDCO II LLC
		
	By:	 	  

	Name:	 	  

	Title:	 	  




  
 Exhibit H 









 EXHIBIT I-1 

FORM OF U.S. TAX COMPLIANCE CERTIFICATE 

(For Non-U.S. Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) 

Reference is hereby made to the Credit Agreement dated as of February 28, 2017 (as amended, restated, amended and restated, renewed,
supplemented or otherwise modified from time to time, the “Credit Agreement”), among Linn Energy Holdco II LLC, a Delaware limited liability company (the “Borrower”), Linn Energy, Inc., a Delaware corporation, Linn
Energy Holdco LLC, a Delaware limited liability company, each Subsidiary Guarantor from time to time party thereto, Wells Fargo Bank, National Association as administrative agent (the “Administrative Agent”), and the Lenders from
time to time party thereto. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. 

Pursuant to the provisions of Section 5.03(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the
sole record and beneficial owner of the Commitment, the Loan(s) (as well as any Note(s) evidencing such Loan(s)), and the Letters of Credit in respect of which it is providing this certificate, (ii) it is not a “bank” within the
meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a “10-percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, (iv) it is not a “controlled foreign corporation”
related to the Borrower as described in Section 881(c)(3)(C) of the Code and (v) the interest payments in question are not effectively connected with the undersigned’s conduct of a U.S. trade or business. 

The undersigned has furnished, or concurrently herewith furnishes, the Administrative Agent and the Borrower with a certificate of its
non-U.S. Person status on IRS Form W-8BEN or Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided in this certificate or in such Form W-8BEN or Form W-8BEN-E changes, the undersigned shall
promptly so inform the Borrower and the Administrative Agent and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the
calendar year in which each payment under the Credit Agreement or any other Loan Document is to be made to the undersigned, or in either of the two calendar years preceding such payments. 

 

			
	[NAME OF LENDER]
		
	By:	 	  

	Name:	 	  

	Title:	 	  

	Date:	 	                                      
      , 201        


  
 Exhibit I-1 









 EXHIBIT I-2 

FORM OF U.S. TAX COMPLIANCE CERTIFICATE 

(For Non-U.S. Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) 

Reference is hereby made to the Credit Agreement dated as of February 28, 2017 (as amended, restated, amended and restated, renewed,
supplemented or otherwise modified from time to time, the “Credit Agreement”), among Linn Energy Holdco II LLC, a Delaware limited liability company (the “Borrower”), Linn Energy, Inc., a Delaware corporation, Linn
Energy Holdco LLC, a Delaware limited liability company, each Subsidiary Guarantor from time to time party thereto, Wells Fargo Bank, National Association as administrative agent (the “Administrative Agent”), and the Lenders from
time to time party thereto. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. 

Pursuant to the provisions of Section 5.03(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole
record owner of the Commitment, the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as
well as any Note(s) evidencing such Loan(s)), and the Letters of Credit (iii) with respect to the extension of credit pursuant to the Credit Agreement, neither the undersigned nor any of its direct or indirect partners/members is a
“bank” within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a “10-percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the
Code, (v) none of its direct or indirect partners/members is a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (vi) the interest payments in question are not
effectively connected with the undersigned’s or its direct or indirect partner/members’ conduct of a U.S. trade or business. 

The undersigned has furnished, or concurrently herewith furnishes, the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied
by one of the following forms from each of its direct or indirect partners/members that is claiming the portfolio interest exception: (i) an IRS Form W-8BEN or Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or
Form W-8BEN-E from each of such direct or indirect partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided in
this certificate or in such Form W-8IMY, Form W-8BEN or Form W-8BEN-E changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent and (2) the undersigned shall have at all times furnished the Borrower and the
Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment under the Credit Agreement or any other Loan Document is to be made to the undersigned, or in either of the two
calendar years preceding such payments. 

  
 Exhibit I-2 










			
	[NAME OF LENDER]
		
	By:	 	  

	Name:	 	  

	Title:	 	  

	Date:	 	                    , 201    

  

  
 Exhibit I-2 









 EXHIBIT I-3 

FORM OF U.S. TAX COMPLIANCE CERTIFICATE 

(For Non-U.S. Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) 

Reference is hereby made to the Credit Agreement dated as of February 28, 2017 (as amended, restated, amended and restated, renewed,
supplemented or otherwise modified from time to time, the “Credit Agreement”), among Linn Energy Holdco II LLC, a Delaware limited liability company (the “Borrower”), Linn Energy, Inc., a Delaware corporation, Linn
Energy Holdco LLC, a Delaware limited liability company, each Subsidiary Guarantor from time to time party thereto, Wells Fargo Bank, National Association as administrative agent (the “Administrative Agent”), and the Lenders from
time to time party thereto. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. 

Pursuant to the provisions of Section 5.03(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole
record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a “10-percent
shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, (iv) it is not a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code, and
(v) the interest payments in question are not effectively connected with the undersigned’s conduct of a U.S. trade or business. 

The undersigned has furnished, or concurrently herewith furnishes, the Administrative Agent and the Borrower with a certificate of its
non-U.S. Person status on IRS Form W-8BEN or Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided in this certificate or in such Form W-8BEN or Form W-8BEN-E changes, the undersigned shall
promptly so inform such Lender in writing and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment under the Credit
Agreement or any other Loan Documents is to be made to the undersigned, or in either of the two calendar years preceding such payments. 
  

			
	[NAME OF PARTICIPANT]
		
	By:	 	  

	Name:	 	  

	Title:	 	  

	Date:	 	                    , 201    


  
 Exhibit I-3 









 EXHIBIT I-4 

FORM OF U.S. TAX COMPLIANCE CERTIFICATE 

(For Non-U.S. Participants That Are Partnerships For U.S. Federal Income Tax Purposes) 

Reference is hereby made to the Credit Agreement dated as of February 28, 2017 (as amended, restated, amended and restated, renewed,
supplemented or otherwise modified from time to time, the “Credit Agreement”), among Linn Energy Holdco II LLC, a Delaware limited liability company (the “Borrower”), Linn Energy, Inc., a Delaware corporation, Linn
Energy Holdco LLC, a Delaware limited liability company, each Subsidiary Guarantor from time to time party thereto, Wells Fargo Bank, National Association as administrative agent (the “Administrative Agent”), and the Lenders from
time to time party thereto. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. 

Pursuant to the provisions of Section 5.03(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole
record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect to such participation, neither
the undersigned nor any of its direct or indirect partners/members is a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a “10-percent shareholder”
of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, (v) none of its direct or indirect partners/members that is a beneficial owner of such participation is a “controlled foreign corporation” related to the
Borrower as described in Section 881(c)(3)(C) of the Code, and (vi) the interest payments in question are not effectively connected with the undersigned’s or its director or indirect partners/members’ conduct of a U.S. trade or
business. 
 The undersigned has furnished, or concurrently herewith furnishes, the Administrative Agent and the Borrower with IRS Form
W-8IMY accompanied by one of the following forms from each of its direct or indirect partners/members that is claiming the portfolio interest exception: (i) an IRS Form W-8BEN or Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an
IRS Form W-8BEN or Form W-8BEN-E from each of such direct or indirect partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the
information provided in this certificate or in such Form W-8IMY, such Form W-8BEN or Form W-8BEN-E changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a
properly completed and currently effective certificate in either the calendar year in which each payment under the Credit Agreement or any other Loan Documents is to be made to the undersigned, or in either of the two calendar years preceding such
payments. 
  

			
	[NAME OF PARTICIPANT]
		
	By:	 	  

	Name:	 	  

	Title:	 	  

	Date:	 	                    , 201    

  

  
 Exhibit I-4 









 Schedule 6.04 

Post-Closing Obligations 

1. No later than thirty (30) days after the Effective Date, the Obligors shall deliver to the Administrative Agent duly executed counterparts
(in such number as may be requested by the Administrative Agent) of the Security Instruments deemed necessary or advisable by the Administrative Agent. In connection with the execution and delivery of the Security Instruments, the Administrative
Agent shall: 
 (a) be reasonably satisfied that the Security Instruments create first priority, perfected Liens (subject only to Excepted
Liens) on at least 95% of the total value of the Proved Reserves of the Oil and Gas Properties of the Obligors and their respective Subsidiaries evaluated in the Initial Reserve Report, and all of the Equipment and Facilities associated therewith;

 (b) have received evidence and be satisfied that the flood insurance required for each Property set forth in Annex IV is in
effect; and 
 (c) have received an opinion of local counsel reasonably acceptably to the Administrative Agent and its counsel with respect
to mortgages and other recorded instruments to perfect interests in real property. 
 2. No later than five (5) Business Days after the
Effective Date, the Obligors shall deliver to the Administrative Agent duly executed counterparts (in such number as may be requested by the Administrative Agent) of Account Control Agreements with respect to each deposit and securities account
maintained by any Obligor (other than Excluded Accounts). In connection with the execution and delivery of such Account Control Agreements, the Administrative Agent shall be reasonably satisfied that there has been created in favor of the
Administrative Agent a first priority, perfected security interest in and Lien on (subject only to Excepted Liens) each such deposit or securities account. 

3. With respect to each invoice delivered by or on behalf of any Prepetition Lender or professional or advisor to the Borrower on or prior to
the Effective Date for fees and expenses payable pursuant to the Prepetition Credit Agreement, the Borrower shall pay such fees and expenses to the applicable Prepetition Lender or professional or advisor on or prior to the date that is the later
of: (a) ten (10) Business Days after the Effective Date and (b) three (3) Business Days after the Borrower receives a copy of the W-9 of the applicable Prepetition Lender or professional or advisor, as required. 








 Schedule 7.05 

Litigation 
 None. 

  
 1 









 Schedule 7.14 

Subsidiaries 
 Linn Energy Holdco LLC
(Parent) 
 Linn Energy Holdco II LLC (Borrower) 
 Linn
Operating, LLC 
 Linn Energy Holdings, LLC 
 Linn Marketing,
LLC 
 Linn Midstream, LLC 
 Linn Midwest Energy LLC 

  
 2 









 Schedule 7.15 

Location of Businesses and Offices 
  

									
	 Legal Name
	  	 Jurisdiction
	  	 Organizational ID Number
	  	 Tax ID Number
	  	 Place of Business / Chief
Executive Office

	Linn Energy, Inc.	  	Delaware	  	6316247	  	81-5366183	  	 600 Travis

Houston, TX 77002

					
	Linn Energy Holdco LLC	  	Delaware	  	6287469	  	81-5365878	  	 600 Travis

Houston, TX 77002

					
	Linn Energy Holdco II LLC	  	Delaware	  	6318215	  	81-5426475	  	 600 Travis

Houston, TX 77002

					
	Linn Operating, LLC	  	Delaware	  	3696663	  	71-0983530	  	 600 Travis

Houston, TX 77002

					
	Linn Energy Holdings, LLC	  	Delaware	  	3629608	  	75-3256517	  	 600 Travis

Houston, TX 77002

					
	Linn Marketing, LLC	  	Delaware	  	6318212	  	81-5440528	  	 600 Travis

Houston, TX 77002

					
	Linn Midstream, LLC	  	Delaware	  	2261444	  	06-1319707	  	 600 Travis

Houston, TX 77002

					
	Linn Midwest Energy LLC	  	Delaware	  	4391254	  	27-2621712	  	 600 Travis

Houston, TX 77002



  
 3 









 Schedule 7.16 

Owned Real Estate in Flood Zones 

None. 

  
 4 









 Schedule 7.18 

Gas Imbalances 
 None. 


  
 5 









 Schedule 7.19 

Marketing Contracts 
 Agreement for the
Sale and Purchase of Helium Gas Mixture between Praxair, Inc. and Linn Energy Holdings, LLC, dated January 27, 2017 
 Agreement for the Sale and
Purchase of Helium Gas Mixture between Praxair, Inc. and Linn Operating, LLC (formerly known as Linn Operating, Inc.), as Agent for Linn Energy Holdings, LLC, dated December 1, 2016 

Agreement for the Sale and Purchase of Helium Gas Mixture between Praxair, Inc. and Linn Operating, LLC (formerly known as Linn Operating, Inc.), dated
July 1, 2016 
 Crude Helium Purchase and Sale Agreement between Linde Gas North America LLC and Linn Operating, LLC (formerly known as Linn Operating,
Inc.), dated January 1, 2015 

  
 6 









 Schedule 7.20 

Swap Agreements 
 [See
attached] 

  
 7 









 Linn Energy 

Fixed Swaps—Natural Gas 
 As of February 28,
2017 
  

																			
	trade id	 	trade date	 	payment date	 	last fixing date	 	underlying	 	trade type	 	position	 	units	 	price	 	counterparty
	 61614223
	 	6-Sep-16	 	5-Apr-17	 	29-Mar-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-600,000	 	MMBtu	 	3.005	 	Morgan Stanley
	 61614235
	 	7-Sep-16	 	5-Apr-17	 	29-Mar-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-900,000	 	MMBtu	 	3.03	 	BP
	 61614441
	 	8-Sep-16	 	5-Apr-17	 	29-Mar-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-600,000	 	MMBtu	 	3.02	 	Macquarie
	 61614488
	 	8-Sep-16	 	5-Apr-17	 	29-Mar-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-300,000	 	MMBtu	 	3.03	 	Morgan Stanley
	 61614508
	 	8-Sep-16	 	5-Apr-17	 	29-Mar-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-600,000	 	MMBtu	 	3.0675	 	BP
	 61614734
	 	12-Sep-16	 	5-Apr-17	 	29-Mar-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-900,000	 	MMBtu	 	3.08	 	BP
	 61614799
	 	13-Sep-16	 	5-Apr-17	 	29-Mar-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-600,000	 	MMBtu	 	3.11	 	BP
	 61614819
	 	13-Sep-16	 	5-Apr-17	 	29-Mar-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-300,000	 	MMBtu	 	3.105	 	Morgan Stanley
	 61614843
	 	16-Sep-16	 	5-Apr-17	 	29-Mar-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-300,000	 	MMBtu	 	3.1	 	Morgan Stanley
	 61614858
	 	16-Sep-16	 	5-Apr-17	 	29-Mar-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-600,000	 	MMBtu	 	3.11	 	BP
	 61614870
	 	19-Sep-16	 	5-Apr-17	 	29-Mar-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-300,000	 	MMBtu	 	3.125	 	BP
	 61614882
	 	19-Sep-16	 	5-Apr-17	 	29-Mar-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-300,000	 	MMBtu	 	3.12	 	Morgan Stanley
	 61614911
	 	20-Sep-16	 	5-Apr-17	 	29-Mar-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-600,000	 	MMBtu	 	3.157	 	Macquarie
	 62257240
	 	11-Oct-16	 	5-Apr-17	 	29-Mar-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-600,000	 	MMBtu	 	3.3	 	BP
	 62257254
	 	12-Oct-16	 	5-Apr-17	 	29-Mar-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-600,000	 	MMBtu	 	3.3	 	JPMorgan
	 62257266
	 	13-Oct-16	 	5-Apr-17	 	29-Mar-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-600,000	 	MMBtu	 	3.36	 	JPMorgan
	 62257280
	 	14-Oct-16	 	5-Apr-17	 	29-Mar-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-600,000	 	MMBtu	 	3.3875	 	BP
	 62915542
	 	28-Nov-16	 	5-Apr-17	 	29-Mar-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-300,000	 	MMBtu	 	3.29	 	Nextera
	 62915565
	 	29-Nov-16	 	5-Apr-17	 	29-Mar-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-600,000	 	MMBtu	 	3.3	 	JPMorgan
	 63416674
	 	5-Dec-16	 	5-Apr-17	 	29-Mar-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-600,000	 	MMBtu	 	3.44	 	JPMorgan
	 63417411
	 	8-Dec-16	 	5-Apr-17	 	29-Mar-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-300,000	 	MMBtu	 	3.08	 	Nextera
	 61614224
	 	6-Sep-16	 	3-May-17	 	26-Apr-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-620,000	 	MMBtu	 	3.005	 	Morgan Stanley
	 61614236
	 	7-Sep-16	 	3-May-17	 	26-Apr-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-930,000	 	MMBtu	 	3.03	 	BP
	 61614442
	 	8-Sep-16	 	3-May-17	 	26-Apr-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-620,000	 	MMBtu	 	3.02	 	Macquarie
	 61614489
	 	8-Sep-16	 	3-May-17	 	26-Apr-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.03	 	Morgan Stanley
	 61614509
	 	8-Sep-16	 	3-May-17	 	26-Apr-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-620,000	 	MMBtu	 	3.0675	 	BP
	 61614739
	 	12-Sep-16	 	3-May-17	 	26-Apr-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-930,000	 	MMBtu	 	3.08	 	BP
	 61614800
	 	13-Sep-16	 	3-May-17	 	26-Apr-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-620,000	 	MMBtu	 	3.11	 	BP
	 61614820
	 	13-Sep-16	 	3-May-17	 	26-Apr-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.105	 	Morgan Stanley
	 61614844
	 	16-Sep-16	 	3-May-17	 	26-Apr-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.1	 	Morgan Stanley
	 61614859
	 	16-Sep-16	 	3-May-17	 	26-Apr-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-620,000	 	MMBtu	 	3.11	 	BP
	 61614871
	 	19-Sep-16	 	3-May-17	 	26-Apr-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.125	 	BP
	 61614885
	 	19-Sep-16	 	3-May-17	 	26-Apr-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.12	 	Morgcan Stanley










																			
	 61614912
	 	20-Sep-16	 	3-May-17	 	26-Apr-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-620,000	 	MMBtu	 	3.157	 	Macquarie
	 62257241
	 	11-Oct-16	 	3-May-17	 	26-Apr-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-620,000	 	MMBtu	 	3.3	 	BP
	 62257255
	 	12-Oct-16	 	3-May-17	 	26-Apr-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-620,000	 	MMBtu	 	3.3	 	JPMorgan
	 62257267
	 	13-Oct-16	 	3-May-17	 	26-Apr-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-620,000	 	MMBtu	 	3.36	 	JPMorgan
	 62257281
	 	14-Oct-16	 	3-May-17	 	26-Apr-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-620,000	 	MMBtu	 	3.3875	 	BP
	 62915544
	 	28-Nov-16	 	3-May-17	 	26-Apr-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.29	 	Nextera
	 62915567
	 	29-Nov-16	 	3-May-17	 	26-Apr-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-620,000	 	MMBtu	 	3.3	 	JPMorgan
	 63416675
	 	5-Dec-16	 	3-May-17	 	26-Apr-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-620,000	 	MMBtu	 	3.44	 	JPMorgan
	 63417412
	 	8-Dec-16	 	3-May-17	 	26-Apr-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.08	 	Nextera
	 61614225
	 	6-Sep-16	 	5-Jun-17	 	26-May-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-600,000	 	MMBtu	 	3.005	 	Morgan Stanley
	 61614237
	 	7-Sep-16	 	5-Jun-17	 	26-May-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-900,000	 	MMBtu	 	3.03	 	BP
	 61614443
	 	8-Sep-16	 	5-Jun-17	 	26-May-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-600,000	 	MMBtu	 	3.02	 	Macquarie
	 61614490
	 	8-Sep-16	 	5-Jun-17	 	26-May-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-300,000	 	MMBtu	 	3.03	 	Morgan Stanley
	 61614510
	 	8-Sep-16	 	5-Jun-17	 	26-May-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-600,000	 	MMBtu	 	3.0675	 	BP
	 61614744
	 	12-Sep-16	 	5-Jun-17	 	26-May-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-900,000	 	MMBtu	 	3.08	 	BP
	 61614801
	 	13-Sep-16	 	5-Jun-17	 	26-May-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-600,000	 	MMBtu	 	3.11	 	BP
	 61614821
	 	13-Sep-16	 	5-Jun-17	 	26-May-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-300,000	 	MMBtu	 	3.105	 	Morgan Stanley
	 61614845
	 	16-Sep-16	 	5-Jun-17	 	26-May-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-300,000	 	MMBtu	 	3.1	 	Morgan Stanley
	 61614860
	 	16-Sep-16	 	5-Jun-17	 	26-May-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-600,000	 	MMBtu	 	3.11	 	BP
	 61614872
	 	19-Sep-16	 	5-Jun-17	 	26-May-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-300,000	 	MMBtu	 	3.125	 	BP
	 61614890
	 	19-Sep-16	 	5-Jun-17	 	26-May-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-300,000	 	MMBtu	 	3.12	 	Morgan Stanley
	 61614913
	 	20-Sep-16	 	5-Jun-17	 	26-May-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-600,000	 	MMBtu	 	3.157	 	Macquarie
	 62257242
	 	11-Oct-16	 	5-Jun-17	 	26-May-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-600,000	 	MMBtu	 	3.3	 	BP
	 62257256
	 	12-Oct-16	 	5-Jun-17	 	26-May-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-600,000	 	MMBtu	 	3.3	 	JPMorgan
	 62257268
	 	13-Oct-16	 	5-Jun-17	 	26-May-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-600,000	 	MMBtu	 	3.36	 	JPMorgan
	 62257282
	 	14-Oct-16	 	5-Jun-17	 	26-May-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-600,000	 	MMBtu	 	3.3875	 	BP
	 62915545
	 	28-Nov-16	 	5-Jun-17	 	26-May-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-300,000	 	MMBtu	 	3.29	 	Nextera
	 62915569
	 	29-Nov-16	 	5-Jun-17	 	26-May-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-600,000	 	MMBtu	 	3.3	 	JPMorgan
	 63416676
	 	5-Dec-16	 	5-Jun-17	 	26-May-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-600,000	 	MMBtu	 	3.44	 	JPMorgan
	 63417413
	 	8-Dec-16	 	5-Jun-17	 	26-May-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-300,000	 	MMBtu	 	3.08	 	Nextera
	 61614226
	 	6-Sep-16	 	6-Jul-17	 	28-Jun-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-620,000	 	MMBtu	 	3.005	 	Morgan Stanley
	 61614238
	 	7-Sep-16	 	6-Jul-17	 	28-Jun-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-930,000	 	MMBtu	 	3.03	 	BP
	 61614444
	 	8-Sep-16	 	6-Jul-17	 	28-Jun-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-620,000	 	MMBtu	 	3.02	 	Macquarie
	 61614491
	 	8-Sep-16	 	6-Jul-17	 	28-Jun-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.03	 	Morgan Stanley
	 61614511
	 	8-Sep-16	 	6-Jul-17	 	28-Jun-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-620,000	 	MMBtu	 	3.0675	 	BP
	 61614749
	 	12-Sep-16	 	6-Jul-17	 	28-Jun-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-930,000	 	MMBtu	 	3.08	 	BP
	 61614809
	 	13-Sep-16	 	6-Jul-17	 	28-Jun-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-620,000	 	MMBtu	 	3.11	 	BP
	 61614822
	 	13-Sep-16	 	6-Jul-17	 	28-Jun-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.105	 	Morgan Stanley










																			
	 61614846
	 	16-Sep-16	 	6-Jul-17	 	28-Jun-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.1	 	Morgan Stanley
	 61614861
	 	16-Sep-16	 	6-Jul-17	 	28-Jun-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-620,000	 	MMBtu	 	3.11	 	BP
	 61614873
	 	19-Sep-16	 	6-Jul-17	 	28-Jun-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.125	 	BP
	 61614897
	 	19-Sep-16	 	6-Jul-17	 	28-Jun-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.12	 	Morgan Stanley
	 61614914
	 	20-Sep-16	 	6-Jul-17	 	28-Jun-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-620,000	 	MMBtu	 	3.157	 	Macquarie
	 62257245
	 	11-Oct-16	 	6-Jul-17	 	28-Jun-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-620,000	 	MMBtu	 	3.3	 	BP
	 62257257
	 	12-Oct-16	 	6-Jul-17	 	28-Jun-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-620,000	 	MMBtu	 	3.3	 	JPMorgan
	 62257269
	 	13-Oct-16	 	6-Jul-17	 	28-Jun-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-620,000	 	MMBtu	 	3.36	 	JPMorgan
	 62257283
	 	14-Oct-16	 	6-Jul-17	 	28-Jun-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-620,000	 	MMBtu	 	3.3875	 	BP
	 62915547
	 	28-Nov-16	 	6-Jul-17	 	28-Jun-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.29	 	Nextera
	 62915570
	 	29-Nov-16	 	6-Jul-17	 	28-Jun-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-620,000	 	MMBtu	 	3.3	 	JPMorgan
	 63416677
	 	5-Dec-16	 	6-Jul-17	 	28-Jun-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-620,000	 	MMBtu	 	3.44	 	JPMorgan
	 63417414
	 	8-Dec-16	 	6-Jul-17	 	28-Jun-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.08	 	Nextera
	 61614227
	 	6-Sep-16	 	3-Aug-17	 	27-Jul-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-620,000	 	MMBtu	 	3.005	 	Morgan Stanley
	 61614239
	 	7-Sep-16	 	3-Aug-17	 	27-Jul-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-930,000	 	MMBtu	 	3.03	 	BP
	 61614445
	 	8-Sep-16	 	3-Aug-17	 	27-Jul-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-620,000	 	MMBtu	 	3.02	 	Macquarie
	 61614493
	 	8-Sep-16	 	3-Aug-17	 	27-Jul-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.03	 	Morgan Stanley
	 61614512
	 	8-Sep-16	 	3-Aug-17	 	27-Jul-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-620,000	 	MMBtu	 	3.0675	 	BP
	 61614756
	 	12-Sep-16	 	3-Aug-17	 	27-Jul-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-930,000	 	MMBtu	 	3.08	 	BP
	 61614810
	 	13-Sep-16	 	3-Aug-17	 	27-Jul-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-620,000	 	MMBtu	 	3.11	 	BP
	 61614823
	 	13-Sep-16	 	3-Aug-17	 	27-Jul-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.105	 	Morgan Stanley
	 61614847
	 	16-Sep-16	 	3-Aug-17	 	27-Jul-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.1	 	Morgan Stanley
	 61614862
	 	16-Sep-16	 	3-Aug-17	 	27-Jul-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-620,000	 	MMBtu	 	3.11	 	BP
	 61614874
	 	19-Sep-16	 	3-Aug-17	 	27-Jul-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.125	 	BP
	 61614898
	 	19-Sep-16	 	3-Aug-17	 	27-Jul-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.12	 	Morgan Stanley
	 61614915
	 	20-Sep-16	 	3-Aug-17	 	27-Jul-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-620,000	 	MMBtu	 	3.157	 	Macquarie
	 62257246
	 	11-Oct-16	 	3-Aug-17	 	27-Jul-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-620,000	 	MMBtu	 	3.3	 	BP
	 62257258
	 	12-Oct-16	 	3-Aug-17	 	27-Jul-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-620,000	 	MMBtu	 	3.3	 	JPMorgan
	 62257270
	 	13-Oct-16	 	3-Aug-17	 	27-Jul-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-620,000	 	MMBtu	 	3.36	 	JPMorgan
	 62257284
	 	14-Oct-16	 	3-Aug-17	 	27-Jul-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-620,000	 	MMBtu	 	3.3875	 	BP
	 62915548
	 	28-Nov-16	 	3-Aug-17	 	27-Jul-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.29	 	Nextera
	 62915571
	 	29-Nov-16	 	3-Aug-17	 	27-Jul-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-620,000	 	MMBtu	 	3.3	 	JPMorgan
	 63416678
	 	5-Dec-16	 	3-Aug-17	 	27-Jul-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-620,000	 	MMBtu	 	3.44	 	JPMorgan
	 63417415
	 	8-Dec-16	 	3-Aug-17	 	27-Jul-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.08	 	Nextera
	 61614228
	 	6-Sep-16	 	6-Sep-17	 	29-Aug-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-600,000	 	MMBtu	 	3.005	 	Morgan Stanley
	 61614240
	 	7-Sep-16	 	6-Sep-17	 	29-Aug-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-900,000	 	MMBtu	 	3.03	 	BP
	 61614446
	 	8-Sep-16	 	6-Sep-17	 	29-Aug-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-600,000	 	MMBtu	 	3.02	 	Macquarie
	 61614494
	 	8-Sep-16	 	6-Sep-17	 	29-Aug-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-300,000	 	MMBtu	 	3.03	 	Morgan Stanley










																			
	 61614513
	 	8-Sep-16	 	6-Sep-17	 	29-Aug-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-600,000	 	MMBtu	 	3.0675	 	BP
	 61614759
	 	12-Sep-16	 	6-Sep-17	 	29-Aug-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-900,000	 	MMBtu	 	3.08	 	BP
	 61614811
	 	13-Sep-16	 	6-Sep-17	 	29-Aug-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-600,000	 	MMBtu	 	3.11	 	BP
	 61614824
	 	13-Sep-16	 	6-Sep-17	 	29-Aug-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-300,000	 	MMBtu	 	3.105	 	Morgan Stanley
	 61614848
	 	16-Sep-16	 	6-Sep-17	 	29-Aug-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-300,000	 	MMBtu	 	3.1	 	Morgan Stanley
	 61614863
	 	16-Sep-16	 	6-Sep-17	 	29-Aug-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-600,000	 	MMBtu	 	3.11	 	BP
	 61614875
	 	19-Sep-16	 	6-Sep-17	 	29-Aug-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-300,000	 	MMBtu	 	3.125	 	BP
	 61614899
	 	19-Sep-16	 	6-Sep-17	 	29-Aug-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-300,000	 	MMBtu	 	3.12	 	Morgan Stanley
	 61614916
	 	20-Sep-16	 	6-Sep-17	 	29-Aug-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-600,000	 	MMBtu	 	3.157	 	Macquarie
	 62257247
	 	11-Oct-16	 	6-Sep-17	 	29-Aug-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-600,000	 	MMBtu	 	3.3	 	BP
	 62257259
	 	12-Oct-16	 	6-Sep-17	 	29-Aug-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-600,000	 	MMBtu	 	3.3	 	JPMorgan
	 62257271
	 	13-Oct-16	 	6-Sep-17	 	29-Aug-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-600,000	 	MMBtu	 	3.36	 	JPMorgan
	 62257285
	 	14-Oct-16	 	6-Sep-17	 	29-Aug-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-600,000	 	MMBtu	 	3.3875	 	BP
	 62915549
	 	28-Nov-16	 	6-Sep-17	 	29-Aug-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-300,000	 	MMBtu	 	3.29	 	Nextera
	 62915572
	 	29-Nov-16	 	6-Sep-17	 	29-Aug-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-600,000	 	MMBtu	 	3.3	 	JPMorgan
	 63416679
	 	5-Dec-16	 	6-Sep-17	 	29-Aug-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-600,000	 	MMBtu	 	3.44	 	JPMorgan
	 63417416
	 	8-Dec-16	 	6-Sep-17	 	29-Aug-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-300,000	 	MMBtu	 	3.08	 	Nextera
	 61614229
	 	6-Sep-16	 	4-Oct-17	 	27-Sep-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-620,000	 	MMBtu	 	3.005	 	Morgan Stanley
	 61614241
	 	7-Sep-16	 	4-Oct-17	 	27-Sep-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-930,000	 	MMBtu	 	3.03	 	BP
	 61614447
	 	8-Sep-16	 	4-Oct-17	 	27-Sep-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-620,000	 	MMBtu	 	3.02	 	Macquarie
	 61614495
	 	8-Sep-16	 	4-Oct-17	 	27-Sep-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.03	 	Morgan Stanley
	 61614514
	 	8-Sep-16	 	4-Oct-17	 	27-Sep-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-620,000	 	MMBtu	 	3.0675	 	BP
	 61614766
	 	12-Sep-16	 	4-Oct-17	 	27-Sep-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-930,000	 	MMBtu	 	3.08	 	BP
	 61614812
	 	13-Sep-16	 	4-Oct-17	 	27-Sep-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-620,000	 	MMBtu	 	3.11	 	BP
	 61614825
	 	13-Sep-16	 	4-Oct-17	 	27-Sep-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.105	 	Morgan Stanley
	 61614849
	 	16-Sep-16	 	4-Oct-17	 	27-Sep-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.1	 	Morgan Stanley
	 61614864
	 	16-Sep-16	 	4-Oct-17	 	27-Sep-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-620,000	 	MMBtu	 	3.11	 	BP
	 61614876
	 	19-Sep-16	 	4-Oct-17	 	27-Sep-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.125	 	BP
	 61614900
	 	19-Sep-16	 	4-Oct-17	 	27-Sep-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.12	 	Morgan Stanley
	 61614917
	 	20-Sep-16	 	4-Oct-17	 	27-Sep-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-620,000	 	MMBtu	 	3.157	 	Macquarie
	 62257248
	 	11-Oct-16	 	4-Oct-17	 	27-Sep-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-620,000	 	MMBtu	 	3.3	 	BP
	 62257260
	 	12-Oct-16	 	4-Oct-17	 	27-Sep-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-620,000	 	MMBtu	 	3.3	 	JPMorgan
	 62257272
	 	13-Oct-16	 	4-Oct-17	 	27-Sep-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-620,000	 	MMBtu	 	3.36	 	JPMorgan
	 62257286
	 	14-Oct-16	 	4-Oct-17	 	27-Sep-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-620,000	 	MMBtu	 	3.3875	 	BP
	 62915550
	 	28-Nov-16	 	4-Oct-17	 	27-Sep-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.29	 	Nextera
	 62915573
	 	29-Nov-16	 	4-Oct-17	 	27-Sep-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-620,000	 	MMBtu	 	3.3	 	JPMorgan
	 63416681
	 	5-Dec-16	 	4-Oct-17	 	27-Sep-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-620,000	 	MMBtu	 	3.44	 	JPMorgan
	 63417417
	 	8-Dec-16	 	4-Oct-17	 	27-Sep-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.08	 	Nextera










																			
	 61614230
	 	6-Sep-16	 	3-Nov-17	 	27-Oct-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-600,000	 	MMBtu	 	3.005	 	Morgan Stanley
	 61614242
	 	7-Sep-16	 	3-Nov-17	 	27-Oct-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-900,000	 	MMBtu	 	3.03	 	BP
	 61614448
	 	8-Sep-16	 	3-Nov-17	 	27-Oct-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-600,000	 	MMBtu	 	3.02	 	Macquarie
	 61614496
	 	8-Sep-16	 	3-Nov-17	 	27-Oct-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-300,000	 	MMBtu	 	3.03	 	Morgan Stanley
	 61614515
	 	8-Sep-16	 	3-Nov-17	 	27-Oct-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-600,000	 	MMBtu	 	3.0675	 	BP
	 61614771
	 	12-Sep-16	 	3-Nov-17	 	27-Oct-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-900,000	 	MMBtu	 	3.08	 	BP
	 61614813
	 	13-Sep-16	 	3-Nov-17	 	27-Oct-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-600,000	 	MMBtu	 	3.11	 	BP
	 61614826
	 	13-Sep-16	 	3-Nov-17	 	27-Oct-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-300,000	 	MMBtu	 	3.105	 	Morgan Stanley
	 61614853
	 	16-Sep-16	 	3-Nov-17	 	27-Oct-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-300,000	 	MMBtu	 	3.1	 	Morgan Stanley
	 61614865
	 	16-Sep-16	 	3-Nov-17	 	27-Oct-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-600,000	 	MMBtu	 	3.11	 	BP
	 61614877
	 	19-Sep-16	 	3-Nov-17	 	27-Oct-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-300,000	 	MMBtu	 	3.125	 	BP
	 61614901
	 	19-Sep-16	 	3-Nov-17	 	27-Oct-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-300,000	 	MMBtu	 	3.12	 	Morgan Stanley
	 61614918
	 	20-Sep-16	 	3-Nov-17	 	27-Oct-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-600,000	 	MMBtu	 	3.157	 	Macquarie
	 62257249
	 	11-Oct-16	 	3-Nov-17	 	27-Oct-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-600,000	 	MMBtu	 	3.3	 	BP
	 62257261
	 	12-Oct-16	 	3-Nov-17	 	27-Oct-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-600,000	 	MMBtu	 	3.3	 	JPMorgan
	 62257273
	 	13-Oct-16	 	3-Nov-17	 	27-Oct-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-600,000	 	MMBtu	 	3.36	 	JPMorgan
	 62257287
	 	14-Oct-16	 	3-Nov-17	 	27-Oct-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-600,000	 	MMBtu	 	3.3875	 	BP
	 62915551
	 	28-Nov-16	 	3-Nov-17	 	27-Oct-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-300,000	 	MMBtu	 	3.29	 	Nextera
	 62915576
	 	29-Nov-16	 	3-Nov-17	 	27-Oct-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-600,000	 	MMBtu	 	3.3	 	JPMorgan
	 63416683
	 	5-Dec-16	 	3-Nov-17	 	27-Oct-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-600,000	 	MMBtu	 	3.44	 	JPMorgan
	 63417418
	 	8-Dec-16	 	3-Nov-17	 	27-Oct-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-300,000	 	MMBtu	 	3.08	 	Nextera
	 61614231
	 	6-Sep-16	 	5-Dec-17	 	28-Nov-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-620,000	 	MMBtu	 	3.005	 	Morgan Stanley
	 61614243
	 	7-Sep-16	 	5-Dec-17	 	28-Nov-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-930,000	 	MMBtu	 	3.03	 	BP
	 61614449
	 	8-Sep-16	 	5-Dec-17	 	28-Nov-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-620,000	 	MMBtu	 	3.02	 	Macquarie
	 61614497
	 	8-Sep-16	 	5-Dec-17	 	28-Nov-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.03	 	Morgan Stanley
	 61614516
	 	8-Sep-16	 	5-Dec-17	 	28-Nov-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-620,000	 	MMBtu	 	3.0675	 	BP
	 61614776
	 	12-Sep-16	 	5-Dec-17	 	28-Nov-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-930,000	 	MMBtu	 	3.08	 	BP
	 61614814
	 	13-Sep-16	 	5-Dec-17	 	28-Nov-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-620,000	 	MMBtu	 	3.11	 	BP
	 61614827
	 	13-Sep-16	 	5-Dec-17	 	28-Nov-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.105	 	Morgan Stanley
	 61614854
	 	16-Sep-16	 	5-Dec-17	 	28-Nov-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.1	 	Morgan Stanley
	 61614866
	 	16-Sep-16	 	5-Dec-17	 	28-Nov-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-620,000	 	MMBtu	 	3.11	 	BP
	 61614878
	 	19-Sep-16	 	5-Dec-17	 	28-Nov-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.125	 	BP
	 61614903
	 	19-Sep-16	 	5-Dec-17	 	28-Nov-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.12	 	Morgan Stanley
	 61614919
	 	20-Sep-16	 	5-Dec-17	 	28-Nov-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-620,000	 	MMBtu	 	3.157	 	Macquarie
	 62257250
	 	11-Oct-16	 	5-Dec-17	 	28-Nov-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-620,000	 	MMBtu	 	3.3	 	BP
	 62257262
	 	12-Oct-16	 	5-Dec-17	 	28-Nov-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-620,000	 	MMBtu	 	3.3	 	JPMorgan
	 62257274
	 	13-Oct-16	 	5-Dec-17	 	28-Nov-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-620,000	 	MMBtu	 	3.36	 	JPMorgan
	 62257288
	 	14-Oct-16	 	5-Dec-17	 	28-Nov-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-620,000	 	MMBtu	 	3.3875	 	BP










																			
	 62915552
	 	28-Nov-16	 	5-Dec-17	 	28-Nov-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.29	 	Nextera
	 62915579
	 	29-Nov-16	 	5-Dec-17	 	28-Nov-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-620,000	 	MMBtu	 	3.3	 	JPMorgan
	 63416684
	 	5-Dec-16	 	5-Dec-17	 	28-Nov-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-620,000	 	MMBtu	 	3.44	 	JPMorgan
	 63417419
	 	8-Dec-16	 	5-Dec-17	 	28-Nov-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.08	 	Nextera
	 62257293
	 	28-Oct-16	 	4-Jan-18	 	27-Dec-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-620,000	 	MMBtu	 	3	 	Cargill
	 62257305
	 	31-Oct-16	 	4-Jan-18	 	27-Dec-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-620,000	 	MMBtu	 	3.0125	 	Cargill
	 62915586
	 	28-Nov-16	 	4-Jan-18	 	27-Dec-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.03	 	Nextera
	 62915603
	 	28-Nov-16	 	4-Jan-18	 	27-Dec-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.03	 	Nextera
	 62915621
	 	29-Nov-16	 	4-Jan-18	 	27-Dec-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.01	 	Cargill
	 62915641
	 	29-Nov-16	 	4-Jan-18	 	27-Dec-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.02	 	Nextera
	 63416687
	 	5-Dec-16	 	4-Jan-18	 	27-Dec-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.03	 	Cargill
	 63416729
	 	5-Dec-16	 	4-Jan-18	 	27-Dec-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.04	 	Nextera
	 63417420
	 	8-Dec-16	 	4-Jan-18	 	27-Dec-17	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.08	 	Nextera
	 62257294
	 	28-Oct-16	 	5-Feb-18	 	29-Jan-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-560,000	 	MMBtu	 	3	 	Cargill
	 62257306
	 	31-Oct-16	 	5-Feb-18	 	29-Jan-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-560,000	 	MMBtu	 	3.0125	 	Cargill
	 62915587
	 	28-Nov-16	 	5-Feb-18	 	29-Jan-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-280,000	 	MMBtu	 	3.03	 	Nextera
	 62915608
	 	28-Nov-16	 	5-Feb-18	 	29-Jan-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-280,000	 	MMBtu	 	3.03	 	Nextera
	 62915628
	 	29-Nov-16	 	5-Feb-18	 	29-Jan-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-280,000	 	MMBtu	 	3.01	 	Cargill
	 62915644
	 	29-Nov-16	 	5-Feb-18	 	29-Jan-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-280,000	 	MMBtu	 	3.02	 	Nextera
	 63416688
	 	5-Dec-16	 	5-Feb-18	 	29-Jan-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-280,000	 	MMBtu	 	3.03	 	Cargill
	 63416730
	 	5-Dec-16	 	5-Feb-18	 	29-Jan-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-280,000	 	MMBtu	 	3.04	 	Nextera
	 63417421
	 	8-Dec-16	 	5-Feb-18	 	29-Jan-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-280,000	 	MMBtu	 	3.08	 	Nextera
	 62257295
	 	28-Oct-16	 	5-Mar-18	 	26-Feb-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-620,000	 	MMBtu	 	3	 	Cargill
	 62257307
	 	31-Oct-16	 	5-Mar-18	 	26-Feb-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-620,000	 	MMBtu	 	3.0125	 	Cargill
	 62915588
	 	28-Nov-16	 	5-Mar-18	 	26-Feb-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.03	 	Nextera
	 62915609
	 	28-Nov-16	 	5-Mar-18	 	26-Feb-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.03	 	Nextera
	 62915629
	 	29-Nov-16	 	5-Mar-18	 	26-Feb-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.01	 	Cargill
	 62915645
	 	29-Nov-16	 	5-Mar-18	 	26-Feb-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.02	 	Nextera
	 63416689
	 	5-Dec-16	 	5-Mar-18	 	26-Feb-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.03	 	Cargill
	 63416731
	 	5-Dec-16	 	5-Mar-18	 	26-Feb-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.04	 	Nextera
	 63417422
	 	8-Dec-16	 	5-Mar-18	 	26-Feb-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.08	 	Nextera
	 62257296
	 	28-Oct-16	 	3-Apr-18	 	27-Mar-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-600,000	 	MMBtu	 	3	 	Cargill
	 62257308
	 	31-Oct-16	 	3-Apr-18	 	27-Mar-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-600,000	 	MMBtu	 	3.0125	 	Cargill
	 62915589
	 	28-Nov-16	 	3-Apr-18	 	27-Mar-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-300,000	 	MMBtu	 	3.03	 	Nextera
	 62915610
	 	28-Nov-16	 	3-Apr-18	 	27-Mar-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-300,000	 	MMBtu	 	3.03	 	Nextera
	 62915630
	 	29-Nov-16	 	3-Apr-18	 	27-Mar-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-300,000	 	MMBtu	 	3.01	 	Cargill
	 62915646
	 	29-Nov-16	 	3-Apr-18	 	27-Mar-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-300,000	 	MMBtu	 	3.02	 	Nextera
	 63416690
	 	5-Dec-16	 	3-Apr-18	 	27-Mar-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-300,000	 	MMBtu	 	3.03	 	Cargill










																			
	 63416732
	 	5-Dec-16	 	3-Apr-18	 	27-Mar-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-300,000	 	MMBtu	 	3.04	 	Nextera
	 63417423
	 	8-Dec-16	 	3-Apr-18	 	27-Mar-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-300,000	 	MMBtu	 	3.08	 	Nextera
	 62257297
	 	28-Oct-16	 	3-May-18	 	26-Apr-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-620,000	 	MMBtu	 	3	 	Cargill
	 62257309
	 	31-Oct-16	 	3-May-18	 	26-Apr-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-620,000	 	MMBtu	 	3.0125	 	Cargill
	 62915590
	 	28-Nov-16	 	3-May-18	 	26-Apr-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.03	 	Nextera
	 62915611
	 	28-Nov-16	 	3-May-18	 	26-Apr-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.03	 	Nextera
	 62915631
	 	29-Nov-16	 	3-May-18	 	26-Apr-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.01	 	Cargill
	 62915647
	 	29-Nov-16	 	3-May-18	 	26-Apr-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.02	 	Nextera
	 63416691
	 	5-Dec-16	 	3-May-18	 	26-Apr-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.03	 	Cargill
	 63416733
	 	5-Dec-16	 	3-May-18	 	26-Apr-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.04	 	Nextera
	 63417424
	 	8-Dec-16	 	3-May-18	 	26-Apr-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.08	 	Nextera
	 62257298
	 	28-Oct-16	 	5-Jun-18	 	29-May-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-600,000	 	MMBtu	 	3	 	Cargill
	 62257310
	 	31-Oct-16	 	5-Jun-18	 	29-May-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-600,000	 	MMBtu	 	3.0125	 	Cargill
	 62915591
	 	28-Nov-16	 	5-Jun-18	 	29-May-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-300,000	 	MMBtu	 	3.03	 	Nextera
	 62915612
	 	28-Nov-16	 	5-Jun-18	 	29-May-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-300,000	 	MMBtu	 	3.03	 	Nextera
	 62915632
	 	29-Nov-16	 	5-Jun-18	 	29-May-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-300,000	 	MMBtu	 	3.01	 	Cargill
	 62915648
	 	29-Nov-16	 	5-Jun-18	 	29-May-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-300,000	 	MMBtu	 	3.02	 	Nextera
	 63416692
	 	5-Dec-16	 	5-Jun-18	 	29-May-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-300,000	 	MMBtu	 	3.03	 	Cargill
	 63416734
	 	5-Dec-16	 	5-Jun-18	 	29-May-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-300,000	 	MMBtu	 	3.04	 	Nextera
	 63417425
	 	8-Dec-16	 	5-Jun-18	 	29-May-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-300,000	 	MMBtu	 	3.08	 	Nextera
	 62257299
	 	28-Oct-16	 	5-Jul-18	 	27-Jun-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-620,000	 	MMBtu	 	3	 	Cargill
	 62257311
	 	31-Oct-16	 	5-Jul-18	 	27-Jun-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-620,000	 	MMBtu	 	3.0125	 	Cargill
	 62915593
	 	28-Nov-16	 	5-Jul-18	 	27-Jun-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.03	 	Nextera
	 62915613
	 	28-Nov-16	 	5-Jul-18	 	27-Jun-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.03	 	Nextera
	 62915633
	 	29-Nov-16	 	5-Jul-18	 	27-Jun-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.01	 	Cargill
	 62915649
	 	29-Nov-16	 	5-Jul-18	 	27-Jun-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.02	 	Nextera
	 63416693
	 	5-Dec-16	 	5-Jul-18	 	27-Jun-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.03	 	Cargill
	 63416735
	 	5-Dec-16	 	5-Jul-18	 	27-Jun-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.04	 	Nextera
	 63417426
	 	8-Dec-16	 	5-Jul-18	 	27-Jun-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.08	 	Nextera
	 62257300
	 	28-Oct-16	 	3-Aug-18	 	27-Jul-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-620,000	 	MMBtu	 	3	 	Cargill
	 62257312
	 	31-Oct-16	 	3-Aug-18	 	27-Jul-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-620,000	 	MMBtu	 	3.0125	 	Cargill
	 62915596
	 	28-Nov-16	 	3-Aug-18	 	27-Jul-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.03	 	Nextera
	 62915614
	 	28-Nov-16	 	3-Aug-18	 	27-Jul-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.03	 	Nextera
	 62915634
	 	29-Nov-16	 	3-Aug-18	 	27-Jul-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.01	 	Cargill
	 62915650
	 	29-Nov-16	 	3-Aug-18	 	27-Jul-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.02	 	Nextera
	 63416694
	 	5-Dec-16	 	3-Aug-18	 	27-Jul-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.03	 	Cargill
	 63416736
	 	5-Dec-16	 	3-Aug-18	 	27-Jul-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.04	 	Nextera
	 63417427
	 	8-Dec-16	 	3-Aug-18	 	27-Jul-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.08	 	Nextera










																			
	 62257301
	 	28-Oct-16	 	6-Sep-18	 	29-Aug-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-600,000	 	MMBtu	 	3	 	Cargill
	 62257313
	 	31-Oct-16	 	6-Sep-18	 	29-Aug-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-600,000	 	MMBtu	 	3.0125	 	Cargill
	 62915597
	 	28-Nov-16	 	6-Sep-18	 	29-Aug-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-300,000	 	MMBtu	 	3.03	 	Nextera
	 62915615
	 	28-Nov-16	 	6-Sep-18	 	29-Aug-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-300,000	 	MMBtu	 	3.03	 	Nextera
	 62915635
	 	29-Nov-16	 	6-Sep-18	 	29-Aug-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-300,000	 	MMBtu	 	3.01	 	Cargill
	 62915651
	 	29-Nov-16	 	6-Sep-18	 	29-Aug-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-300,000	 	MMBtu	 	3.02	 	Nextera
	 63416695
	 	5-Dec-16	 	6-Sep-18	 	29-Aug-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-300,000	 	MMBtu	 	3.03	 	Cargill
	 63416737
	 	5-Dec-16	 	6-Sep-18	 	29-Aug-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-300,000	 	MMBtu	 	3.04	 	Nextera
	 63417428
	 	8-Dec-16	 	6-Sep-18	 	29-Aug-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-300,000	 	MMBtu	 	3.08	 	Nextera
	 62257302
	 	28-Oct-16	 	3-Oct-18	 	26-Sep-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-620,000	 	MMBtu	 	3	 	Cargill
	 62257314
	 	31-Oct-16	 	3-Oct-18	 	26-Sep-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-620,000	 	MMBtu	 	3.0125	 	Cargill
	 62915599
	 	28-Nov-16	 	3-Oct-18	 	26-Sep-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.03	 	Nextera
	 62915616
	 	28-Nov-16	 	3-Oct-18	 	26-Sep-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.03	 	Nextera
	 62915636
	 	29-Nov-16	 	3-Oct-18	 	26-Sep-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.01	 	Cargill
	 62915652
	 	29-Nov-16	 	3-Oct-18	 	26-Sep-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.02	 	Nextera
	 63416696
	 	5-Dec-16	 	3-Oct-18	 	26-Sep-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.03	 	Cargill
	 63416738
	 	5-Dec-16	 	3-Oct-18	 	26-Sep-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.04	 	Nextera
	 63417429
	 	8-Dec-16	 	3-Oct-18	 	26-Sep-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.08	 	Nextera
	 62257303
	 	28-Oct-16	 	5-Nov-18	 	29-Oct-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-600,000	 	MMBtu	 	3	 	Cargill
	 62257315
	 	31-Oct-16	 	5-Nov-18	 	29-Oct-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-600,000	 	MMBtu	 	3.0125	 	Cargill
	 62915601
	 	28-Nov-16	 	5-Nov-18	 	29-Oct-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-300,000	 	MMBtu	 	3.03	 	Nextera
	 62915618
	 	28-Nov-16	 	5-Nov-18	 	29-Oct-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-300,000	 	MMBtu	 	3.03	 	Nextera
	 62915637
	 	29-Nov-16	 	5-Nov-18	 	29-Oct-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-300,000	 	MMBtu	 	3.01	 	Cargill
	 62915653
	 	29-Nov-16	 	5-Nov-18	 	29-Oct-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-300,000	 	MMBtu	 	3.02	 	Nextera
	 63416697
	 	5-Dec-16	 	5-Nov-18	 	29-Oct-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-300,000	 	MMBtu	 	3.03	 	Cargill
	 63416739
	 	5-Dec-16	 	5-Nov-18	 	29-Oct-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-300,000	 	MMBtu	 	3.04	 	Nextera
	 63417430
	 	8-Dec-16	 	5-Nov-18	 	29-Oct-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-300,000	 	MMBtu	 	3.08	 	Nextera
	 62257304
	 	28-Oct-16	 	5-Dec-18	 	28-Nov-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-620,000	 	MMBtu	 	3	 	Cargill
	 62257316
	 	31-Oct-16	 	5-Dec-18	 	28-Nov-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-620,000	 	MMBtu	 	3.0125	 	Cargill
	 62915602
	 	28-Nov-16	 	5-Dec-18	 	28-Nov-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.03	 	Nextera
	 62915620
	 	28-Nov-16	 	5-Dec-18	 	28-Nov-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.03	 	Nextera
	 62915638
	 	29-Nov-16	 	5-Dec-18	 	28-Nov-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.01	 	Cargill
	 62915654
	 	29-Nov-16	 	5-Dec-18	 	28-Nov-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.02	 	Nextera
	 63416698
	 	5-Dec-16	 	5-Dec-18	 	28-Nov-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.03	 	Cargill
	 63416740
	 	5-Dec-16	 	5-Dec-18	 	28-Nov-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.04	 	Nextera
	 63417431
	 	8-Dec-16	 	5-Dec-18	 	28-Nov-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.08	 	Nextera
	 63417432
	 	8-Dec-16	 	4-Jan-19	 	27-Dec-18	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.08	 	Nextera
	 63417433
	 	8-Dec-16	 	5-Feb-19	 	29-Jan-19	 	NYMEX Henry Hub	 	Fixed Swap	 	-280,000	 	MMBtu	 	3.08	 	Nextera










																			
	 63417434
	 	8-Dec-16	 	5-Mar-19	 	26-Feb-19	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.08	 	Nextera
	 63417435
	 	8-Dec-16	 	3-Apr-19	 	27-Mar-19	 	NYMEX Henry Hub	 	Fixed Swap	 	-300,000	 	MMBtu	 	3.08	 	Nextera
	 63417436
	 	8-Dec-16	 	3-May-19	 	26-Apr-19	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.08	 	Nextera
	 63417437
	 	8-Dec-16	 	5-Jun-19	 	29-May-19	 	NYMEX Henry Hub	 	Fixed Swap	 	-300,000	 	MMBtu	 	3.08	 	Nextera
	 63417438
	 	8-Dec-16	 	3-Jul-19	 	26-Jun-19	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.08	 	Nextera
	 63417439
	 	8-Dec-16	 	5-Aug-19	 	29-Jul-19	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.08	 	Nextera
	 63417440
	 	8-Dec-16	 	5-Sep-19	 	28-Aug-19	 	NYMEX Henry Hub	 	Fixed Swap	 	-300,000	 	MMBtu	 	3.08	 	Nextera
	 63417441
	 	8-Dec-16	 	3-Oct-19	 	26-Sep-19	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.08	 	Nextera
	 63417442
	 	8-Dec-16	 	5-Nov-19	 	29-Oct-19	 	NYMEX Henry Hub	 	Fixed Swap	 	-300,000	 	MMBtu	 	3.08	 	Nextera
	 63417443
	 	8-Dec-16	 	4-Dec-19	 	26-Nov-19	 	NYMEX Henry Hub	 	Fixed Swap	 	-310,000	 	MMBtu	 	3.08	 	Nextera









 Linn Energy 

Fixed Swaps—Crude Oil 
 As of February 28,
2017 
  

																			
	trade id	 	trade date	 	payment date	 	last fixing date	 	underlying	 	trade type	 	position	 	units	 	price	 	counterparty
	 61712003
	 	30-Sep-16	 	7-Apr-17	 	31-Mar-17	 	NYMEX WTI	 	Fixed Swap	 	-31,000	 	bbl	 	51.05	 	JPMorgan
	 61712020
	 	30-Sep-16	 	7-Apr-17	 	31-Mar-17	 	NYMEX WTI	 	Fixed Swap	 	-31,000	 	bbl	 	50.9	 	Macquarie
	 62257398
	 	4-Oct-16	 	7-Apr-17	 	31-Mar-17	 	NYMEX WTI	 	Fixed Swap	 	-31,000	 	bbl	 	52.05	 	Morgan Stanley
	 62257424
	 	5-Oct-16	 	7-Apr-17	 	31-Mar-17	 	NYMEX WTI	 	Fixed Swap	 	-31,000	 	bbl	 	52.8	 	Macquarie
	 62257459
	 	26-Oct-16	 	7-Apr-17	 	31-Mar-17	 	NYMEX WTI	 	Fixed Swap	 	-77,500	 	bbl	 	51.8	 	Macquarie
	 62915661
	 	22-Nov-16	 	7-Apr-17	 	31-Mar-17	 	NYMEX WTI	 	Fixed Swap	 	-31,000	 	bbl	 	51.1	 	Macquarie
	 62915676
	 	23-Nov-16	 	7-Apr-17	 	31-Mar-17	 	NYMEX WTI	 	Fixed Swap	 	-31,000	 	bbl	 	51	 	BP
	 62915688
	 	30-Nov-16	 	7-Apr-17	 	31-Mar-17	 	NYMEX WTI	 	Fixed Swap	 	-46,500	 	bbl	 	52	 	BP
	 63417484
	 	5-Dec-16	 	7-Apr-17	 	31-Mar-17	 	NYMEX WTI	 	Fixed Swap	 	-31,000	 	bbl	 	54.44	 	JPMorgan
	 63417505
	 	5-Dec-16	 	7-Apr-17	 	31-Mar-17	 	NYMEX WTI	 	Fixed Swap	 	-31,000	 	bbl	 	54.7	 	BP
	 61712004
	 	30-Sep-16	 	5-May-17	 	28-Apr-17	 	NYMEX WTI	 	Fixed Swap	 	-30,000	 	bbl	 	51.05	 	JPMorgan
	 61712021
	 	30-Sep-16	 	5-May-17	 	28-Apr-17	 	NYMEX WTI	 	Fixed Swap	 	-30,000	 	bbl	 	50.9	 	Macquarie
	 62257399
	 	4-Oct-16	 	5-May-17	 	28-Apr-17	 	NYMEX WTI	 	Fixed Swap	 	-30,000	 	bbl	 	52.05	 	Morgan Stanley
	 62257425
	 	5-Oct-16	 	5-May-17	 	28-Apr-17	 	NYMEX WTI	 	Fixed Swap	 	-30,000	 	bbl	 	52.8	 	Macquarie
	 62257460
	 	26-Oct-16	 	5-May-17	 	28-Apr-17	 	NYMEX WTI	 	Fixed Swap	 	-75,000	 	bbl	 	51.8	 	Macquarie
	 62915662
	 	22-Nov-16	 	5-May-17	 	28-Apr-17	 	NYMEX WTI	 	Fixed Swap	 	-30,000	 	bbl	 	51.1	 	Macquarie
	 62915677
	 	23-Nov-16	 	5-May-17	 	28-Apr-17	 	NYMEX WTI	 	Fixed Swap	 	-30,000	 	bbl	 	51	 	BP
	 62915689
	 	30-Nov-16	 	5-May-17	 	28-Apr-17	 	NYMEX WTI	 	Fixed Swap	 	-45,000	 	bbl	 	52	 	BP
	 63417485
	 	5-Dec-16	 	5-May-17	 	28-Apr-17	 	NYMEX WTI	 	Fixed Swap	 	-30,000	 	bbl	 	54.44	 	JPMorgan
	 63417506
	 	5-Dec-16	 	5-May-17	 	28-Apr-17	 	NYMEX WTI	 	Fixed Swap	 	-30,000	 	bbl	 	54.7	 	BP
	 61712005
	 	30-Sep-16	 	7-Jun-17	 	31-May-17	 	NYMEX WTI	 	Fixed Swap	 	-31,000	 	bbl	 	51.05	 	JPMorgan
	 61712022
	 	30-Sep-16	 	7-Jun-17	 	31-May-17	 	NYMEX WTI	 	Fixed Swap	 	-31,000	 	bbl	 	50.9	 	Macquarie
	 62257402
	 	4-Oct-16	 	7-Jun-17	 	31-May-17	 	NYMEX WTI	 	Fixed Swap	 	-31,000	 	bbl	 	52.05	 	Morgan Stanley
	 62257426
	 	5-Oct-16	 	7-Jun-17	 	31-May-17	 	NYMEX WTI	 	Fixed Swap	 	-31,000	 	bbl	 	52.8	 	Macquarie
	 62257461
	 	26-Oct-16	 	7-Jun-17	 	31-May-17	 	NYMEX WTI	 	Fixed Swap	 	-77,500	 	bbl	 	51.8	 	Macquarie
	 62915663
	 	22-Nov-16	 	7-Jun-17	 	31-May-17	 	NYMEX WTI	 	Fixed Swap	 	-31,000	 	bbl	 	51.1	 	Macquarie
	 62915678
	 	23-Nov-16	 	7-Jun-17	 	31-May-17	 	NYMEX WTI	 	Fixed Swap	 	-31,000	 	bbl	 	51	 	BP
	 62915690
	 	30-Nov-16	 	7-Jun-17	 	31-May-17	 	NYMEX WTI	 	Fixed Swap	 	-46,500	 	bbl	 	52	 	BP
	 63417486
	 	5-Dec-16	 	7-Jun-17	 	31-May-17	 	NYMEX WTI	 	Fixed Swap	 	-31,000	 	bbl	 	54.44	 	JPMorgan
	 63417507
	 	5-Dec-16	 	7-Jun-17	 	31-May-17	 	NYMEX WTI	 	Fixed Swap	 	-31,000	 	bbl	 	54.7	 	BP
	 61712006
	 	30-Sep-16	 	10-Jul-17	 	30-Jun-17	 	NYMEX WTI	 	Fixed Swap	 	-30,000	 	bbl	 	51.05	 	JPMorgan
	 61712023
	 	30-Sep-16	 	10-Jul-17	 	30-Jun-17	 	NYMEX WTI	 	Fixed Swap	 	-30,000	 	bbl	 	50.9	 	Macquarie
	 62257403
	 	4-Oct-16	 	10-Jul-17	 	30-Jun-17	 	NYMEX WTI	 	Fixed Swap	 	-30,000	 	bbl	 	52.05	 	Morgan Stanley










																			
	 62257427
	 	5-Oct-16	 	10-Jul-17	 	30-Jun-17	 	NYMEX WTI	 	Fixed Swap	 	-30,000	 	bbl	 	52.8	 	Macquarie
	 62257462
	 	26-Oct-16	 	10-Jul-17	 	30-Jun-17	 	NYMEX WTI	 	Fixed Swap	 	-75,000	 	bbl	 	51.8	 	Macquarie
	 62915664
	 	22-Nov-16	 	10-Jul-17	 	30-Jun-17	 	NYMEX WTI	 	Fixed Swap	 	-30,000	 	bbl	 	51.1	 	Macquarie
	 62915679
	 	23-Nov-16	 	10-Jul-17	 	30-Jun-17	 	NYMEX WTI	 	Fixed Swap	 	-30,000	 	bbl	 	51	 	BP
	 62915691
	 	30-Nov-16	 	10-Jul-17	 	30-Jun-17	 	NYMEX WTI	 	Fixed Swap	 	-45,000	 	bbl	 	52	 	BP
	 63417487
	 	5-Dec-16	 	10-Jul-17	 	30-Jun-17	 	NYMEX WTI	 	Fixed Swap	 	-30,000	 	bbl	 	54.44	 	JPMorgan
	 63417508
	 	5-Dec-16	 	10-Jul-17	 	30-Jun-17	 	NYMEX WTI	 	Fixed Swap	 	-30,000	 	bbl	 	54.7	 	BP
	 61712007
	 	30-Sep-16	 	7-Aug-17	 	31-Jul-17	 	NYMEX WTI	 	Fixed Swap	 	-31,000	 	bbl	 	51.05	 	JPMorgan
	 61712024
	 	30-Sep-16	 	7-Aug-17	 	31-Jul-17	 	NYMEX WTI	 	Fixed Swap	 	-31,000	 	bbl	 	50.9	 	Macquarie
	 62257404
	 	4-Oct-16	 	7-Aug-17	 	31-Jul-17	 	NYMEX WTI	 	Fixed Swap	 	-31,000	 	bbl	 	52.05	 	Morgan Stanley
	 62257428
	 	5-Oct-16	 	7-Aug-17	 	31-Jul-17	 	NYMEX WTI	 	Fixed Swap	 	-31,000	 	bbl	 	52.8	 	Macquarie
	 62257463
	 	26-Oct-16	 	7-Aug-17	 	31-Jul-17	 	NYMEX WTI	 	Fixed Swap	 	-77,500	 	bbl	 	51.8	 	Macquarie
	 62915665
	 	22-Nov-16	 	7-Aug-17	 	31-Jul-17	 	NYMEX WTI	 	Fixed Swap	 	-31,000	 	bbl	 	51.1	 	Macquarie
	 62915680
	 	23-Nov-16	 	7-Aug-17	 	31-Jul-17	 	NYMEX WTI	 	Fixed Swap	 	-31,000	 	bbl	 	51	 	BP
	 62915692
	 	30-Nov-16	 	7-Aug-17	 	31-Jul-17	 	NYMEX WTI	 	Fixed Swap	 	-46,500	 	bbl	 	52	 	BP
	 63417488
	 	5-Dec-16	 	7-Aug-17	 	31-Jul-17	 	NYMEX WTI	 	Fixed Swap	 	-31,000	 	bbl	 	54.44	 	JPMorgan
	 63417509
	 	5-Dec-16	 	7-Aug-17	 	31-Jul-17	 	NYMEX WTI	 	Fixed Swap	 	-31,000	 	bbl	 	54.7	 	BP
	 61712008
	 	30-Sep-16	 	8-Sep-17	 	31-Aug-17	 	NYMEX WTI	 	Fixed Swap	 	-31,000	 	bbl	 	51.05	 	JPMorgan
	 61712025
	 	30-Sep-16	 	8-Sep-17	 	31-Aug-17	 	NYMEX WTI	 	Fixed Swap	 	-31,000	 	bbl	 	50.9	 	Macquarie
	 62257405
	 	4-Oct-16	 	8-Sep-17	 	31-Aug-17	 	NYMEX WTI	 	Fixed Swap	 	-31,000	 	bbl	 	52.05	 	Morgan Stanley
	 62257429
	 	5-Oct-16	 	8-Sep-17	 	31-Aug-17	 	NYMEX WTI	 	Fixed Swap	 	-31,000	 	bbl	 	52.8	 	Macquarie
	 62257464
	 	26-Oct-16	 	8-Sep-17	 	31-Aug-17	 	NYMEX WTI	 	Fixed Swap	 	-77,500	 	bbl	 	51.8	 	Macquarie
	 62915666
	 	22-Nov-16	 	8-Sep-17	 	31-Aug-17	 	NYMEX WTI	 	Fixed Swap	 	-31,000	 	bbl	 	51.1	 	Macquarie
	 62915681
	 	23-Nov-16	 	8-Sep-17	 	31-Aug-17	 	NYMEX WTI	 	Fixed Swap	 	-31,000	 	bbl	 	51	 	BP
	 62915693
	 	30-Nov-16	 	8-Sep-17	 	31-Aug-17	 	NYMEX WTI	 	Fixed Swap	 	-46,500	 	bbl	 	52	 	BP
	 63417489
	 	5-Dec-16	 	8-Sep-17	 	31-Aug-17	 	NYMEX WTI	 	Fixed Swap	 	-31,000	 	bbl	 	54.44	 	JPMorgan
	 63417510
	 	5-Dec-16	 	8-Sep-17	 	31-Aug-17	 	NYMEX WTI	 	Fixed Swap	 	-31,000	 	bbl	 	54.7	 	BP
	 61712009
	 	30-Sep-16	 	6-Oct-17	 	29-Sep-17	 	NYMEX WTI	 	Fixed Swap	 	-30,000	 	bbl	 	51.05	 	JPMorgan
	 61712026
	 	30-Sep-16	 	6-Oct-17	 	29-Sep-17	 	NYMEX WTI	 	Fixed Swap	 	-30,000	 	bbl	 	50.9	 	Macquarie
	 62257406
	 	4-Oct-16	 	6-Oct-17	 	29-Sep-17	 	NYMEX WTI	 	Fixed Swap	 	-30,000	 	bbl	 	52.05	 	Morgan Stanley
	 62257430
	 	5-Oct-16	 	6-Oct-17	 	29-Sep-17	 	NYMEX WTI	 	Fixed Swap	 	-30,000	 	bbl	 	52.8	 	Macquarie
	 62257467
	 	26-Oct-16	 	6-Oct-17	 	29-Sep-17	 	NYMEX WTI	 	Fixed Swap	 	-75,000	 	bbl	 	51.8	 	Macquarie
	 62915667
	 	22-Nov-16	 	6-Oct-17	 	29-Sep-17	 	NYMEX WTI	 	Fixed Swap	 	-30,000	 	bbl	 	51.1	 	Macquarie
	 62915682
	 	23-Nov-16	 	6-Oct-17	 	29-Sep-17	 	NYMEX WTI	 	Fixed Swap	 	-30,000	 	bbl	 	51	 	BP
	 62915694
	 	30-Nov-16	 	6-Oct-17	 	29-Sep-17	 	NYMEX WTI	 	Fixed Swap	 	-45,000	 	bbl	 	52	 	BP
	 63417491
	 	5-Dec-16	 	6-Oct-17	 	29-Sep-17	 	NYMEX WTI	 	Fixed Swap	 	-30,000	 	bbl	 	54.44	 	JPMorgan
	 63417511
	 	5-Dec-16	 	6-Oct-17	 	29-Sep-17	 	NYMEX WTI	 	Fixed Swap	 	-30,000	 	bbl	 	54.7	 	BP
	 61712010
	 	30-Sep-16	 	7-Nov-17	 	31-Oct-17	 	NYMEX WTI	 	Fixed Swap	 	-31,000	 	bbl	 	51.05	 	JPMorgan










																			
	 61712027
	 	30-Sep-16	 	7-Nov-17	 	31-Oct-17	 	NYMEX WTI	 	Fixed Swap	 	-31,000	 	bbl	 	50.9	 	Macquarie
	 62257407
	 	4-Oct-16	 	7-Nov-17	 	31-Oct-17	 	NYMEX WTI	 	Fixed Swap	 	-31,000	 	bbl	 	52.05	 	Morgan Stanley
	 62257433
	 	5-Oct-16	 	7-Nov-17	 	31-Oct-17	 	NYMEX WTI	 	Fixed Swap	 	-31,000	 	bbl	 	52.8	 	Macquarie
	 62257468
	 	26-Oct-16	 	7-Nov-17	 	31-Oct-17	 	NYMEX WTI	 	Fixed Swap	 	-77,500	 	bbl	 	51.8	 	Macquarie
	 62915668
	 	22-Nov-16	 	7-Nov-17	 	31-Oct-17	 	NYMEX WTI	 	Fixed Swap	 	-31,000	 	bbl	 	51.1	 	Macquarie
	 62915683
	 	23-Nov-16	 	7-Nov-17	 	31-Oct-17	 	NYMEX WTI	 	Fixed Swap	 	-31,000	 	bbl	 	51	 	BP
	 62915695
	 	30-Nov-16	 	7-Nov-17	 	31-Oct-17	 	NYMEX WTI	 	Fixed Swap	 	-46,500	 	bbl	 	52	 	BP
	 63417492
	 	5-Dec-16	 	7-Nov-17	 	31-Oct-17	 	NYMEX WTI	 	Fixed Swap	 	-31,000	 	bbl	 	54.44	 	JPMorgan
	 63417512
	 	5-Dec-16	 	7-Nov-17	 	31-Oct-17	 	NYMEX WTI	 	Fixed Swap	 	-31,000	 	bbl	 	54.7	 	BP
	 61712011
	 	30-Sep-16	 	7-Dec-17	 	30-Nov-17	 	NYMEX WTI	 	Fixed Swap	 	-30,000	 	bbl	 	51.05	 	JPMorgan
	 61712028
	 	30-Sep-16	 	7-Dec-17	 	30-Nov-17	 	NYMEX WTI	 	Fixed Swap	 	-30,000	 	bbl	 	50.9	 	Macquarie
	 62257410
	 	4-Oct-16	 	7-Dec-17	 	30-Nov-17	 	NYMEX WTI	 	Fixed Swap	 	-30,000	 	bbl	 	52.05	 	Morgan Stanley
	 62257434
	 	5-Oct-16	 	7-Dec-17	 	30-Nov-17	 	NYMEX WTI	 	Fixed Swap	 	-30,000	 	bbl	 	52.8	 	Macquarie
	 62257469
	 	26-Oct-16	 	7-Dec-17	 	30-Nov-17	 	NYMEX WTI	 	Fixed Swap	 	-75,000	 	bbl	 	51.8	 	Macquarie
	 62915669
	 	22-Nov-16	 	7-Dec-17	 	30-Nov-17	 	NYMEX WTI	 	Fixed Swap	 	-30,000	 	bbl	 	51.1	 	Macquarie
	 62915684
	 	23-Nov-16	 	7-Dec-17	 	30-Nov-17	 	NYMEX WTI	 	Fixed Swap	 	-30,000	 	bbl	 	51	 	BP
	 62915696
	 	30-Nov-16	 	7-Dec-17	 	30-Nov-17	 	NYMEX WTI	 	Fixed Swap	 	-45,000	 	bbl	 	52	 	BP
	 63417493
	 	5-Dec-16	 	7-Dec-17	 	30-Nov-17	 	NYMEX WTI	 	Fixed Swap	 	-30,000	 	bbl	 	54.44	 	JPMorgan
	 63417513
	 	5-Dec-16	 	7-Dec-17	 	30-Nov-17	 	NYMEX WTI	 	Fixed Swap	 	-30,000	 	bbl	 	54.7	 	BP
	 61712014
	 	30-Sep-16	 	8-Jan-18	 	29-Dec-17	 	NYMEX WTI	 	Fixed Swap	 	-31,000	 	bbl	 	51.05	 	JPMorgan
	 61712029
	 	30-Sep-16	 	8-Jan-18	 	29-Dec-17	 	NYMEX WTI	 	Fixed Swap	 	-31,000	 	bbl	 	50.9	 	Macquarie
	 62257411
	 	4-Oct-16	 	8-Jan-18	 	29-Dec-17	 	NYMEX WTI	 	Fixed Swap	 	-31,000	 	bbl	 	52.05	 	Morgan Stanley
	 62257435
	 	5-Oct-16	 	8-Jan-18	 	29-Dec-17	 	NYMEX WTI	 	Fixed Swap	 	-31,000	 	bbl	 	52.8	 	Macquarie
	 62257470
	 	26-Oct-16	 	8-Jan-18	 	29-Dec-17	 	NYMEX WTI	 	Fixed Swap	 	-77,500	 	bbl	 	51.8	 	Macquarie
	 62915670
	 	22-Nov-16	 	8-Jan-18	 	29-Dec-17	 	NYMEX WTI	 	Fixed Swap	 	-31,000	 	bbl	 	51.1	 	Macquarie
	 62915685
	 	23-Nov-16	 	8-Jan-18	 	29-Dec-17	 	NYMEX WTI	 	Fixed Swap	 	-31,000	 	bbl	 	51	 	BP
	 62915697
	 	30-Nov-16	 	8-Jan-18	 	29-Dec-17	 	NYMEX WTI	 	Fixed Swap	 	-46,500	 	bbl	 	52	 	BP
	 63417494
	 	5-Dec-16	 	8-Jan-18	 	29-Dec-17	 	NYMEX WTI	 	Fixed Swap	 	-31,000	 	bbl	 	54.44	 	JPMorgan
	 63417514
	 	5-Dec-16	 	8-Jan-18	 	29-Dec-17	 	NYMEX WTI	 	Fixed Swap	 	-31,000	 	bbl	 	54.7	 	BP









 Linn Energy 

Collars—Crude Oil 
 As of February 28, 2017

  

																			
	trade id	 	trade date	 	payment date	 	last fixing date	 	underlying	 	trade type	 	position	 	units	 	price	 	counterparty
	 62916211
	 	30-Nov-16	 	7-Feb-18	 	31-Jan-18	 	NYMEX WTI	 	Asian Cap	 	-31,000	 	bbl	 	55	 	Nextera
	 62916312
	 	30-Nov-16	 	7-Feb-18	 	31-Jan-18	 	NYMEX WTI	 	Asian Cap	 	-31,000	 	bbl	 	55	 	Nextera
	 62916410
	 	30-Nov-16	 	7-Feb-18	 	31-Jan-18	 	NYMEX WTI	 	Asian Cap	 	-62,000	 	bbl	 	55	 	Macquarie
	 63417614
	 	5-Dec-16	 	7-Feb-18	 	31-Jan-18	 	NYMEX WTI	 	Asian Cap	 	-31,000	 	bbl	 	57.5	 	Nextera
	 62916005
	 	30-Nov-16	 	7-Feb-18	 	31-Jan-18	 	NYMEX WTI	 	Asian Floor	 	31,000	 	bbl	 	50	 	Nextera
	 62916264
	 	30-Nov-16	 	7-Feb-18	 	31-Jan-18	 	NYMEX WTI	 	Asian Floor	 	31,000	 	bbl	 	50	 	Nextera
	 62916362
	 	30-Nov-16	 	7-Feb-18	 	31-Jan-18	 	NYMEX WTI	 	Asian Floor	 	62,000	 	bbl	 	50	 	Macquarie
	 63417560
	 	5-Dec-16	 	7-Feb-18	 	31-Jan-18	 	NYMEX WTI	 	Asian Floor	 	31,000	 	bbl	 	50	 	Nextera
	 62916213
	 	30-Nov-16	 	7-Mar-18	 	28-Feb-18	 	NYMEX WTI	 	Asian Cap	 	-28,000	 	bbl	 	55	 	Nextera
	 62916314
	 	30-Nov-16	 	7-Mar-18	 	28-Feb-18	 	NYMEX WTI	 	Asian Cap	 	-28,000	 	bbl	 	55	 	Nextera
	 62916412
	 	30-Nov-16	 	7-Mar-18	 	28-Feb-18	 	NYMEX WTI	 	Asian Cap	 	-56,000	 	bbl	 	55	 	Macquarie
	 63417617
	 	5-Dec-16	 	7-Mar-18	 	28-Feb-18	 	NYMEX WTI	 	Asian Cap	 	-28,000	 	bbl	 	57.5	 	Nextera
	 62916155
	 	30-Nov-16	 	7-Mar-18	 	28-Feb-18	 	NYMEX WTI	 	Asian Floor	 	28,000	 	bbl	 	50	 	Nextera
	 62916266
	 	30-Nov-16	 	7-Mar-18	 	28-Feb-18	 	NYMEX WTI	 	Asian Floor	 	28,000	 	bbl	 	50	 	Nextera
	 62916364
	 	30-Nov-16	 	7-Mar-18	 	28-Feb-18	 	NYMEX WTI	 	Asian Floor	 	56,000	 	bbl	 	50	 	Macquarie
	 63417564
	 	5-Dec-16	 	7-Mar-18	 	28-Feb-18	 	NYMEX WTI	 	Asian Floor	 	28,000	 	bbl	 	50	 	Nextera
	 62916216
	 	30-Nov-16	 	5-Apr-18	 	29-Mar-18	 	NYMEX WTI	 	Asian Cap	 	-31,000	 	bbl	 	55	 	Nextera
	 62916316
	 	30-Nov-16	 	5-Apr-18	 	29-Mar-18	 	NYMEX WTI	 	Asian Cap	 	-31,000	 	bbl	 	55	 	Nextera
	 62916414
	 	30-Nov-16	 	5-Apr-18	 	29-Mar-18	 	NYMEX WTI	 	Asian Cap	 	-62,000	 	bbl	 	55	 	Macquarie
	 63417619
	 	5-Dec-16	 	5-Apr-18	 	29-Mar-18	 	NYMEX WTI	 	Asian Cap	 	-31,000	 	bbl	 	57.5	 	Nextera
	 62916157
	 	30-Nov-16	 	5-Apr-18	 	29-Mar-18	 	NYMEX WTI	 	Asian Floor	 	31,000	 	bbl	 	50	 	Nextera
	 62916268
	 	30-Nov-16	 	5-Apr-18	 	29-Mar-18	 	NYMEX WTI	 	Asian Floor	 	31,000	 	bbl	 	50	 	Nextera
	 62916366
	 	30-Nov-16	 	5-Apr-18	 	29-Mar-18	 	NYMEX WTI	 	Asian Floor	 	62,000	 	bbl	 	50	 	Macquarie
	 63417566
	 	5-Dec-16	 	5-Apr-18	 	29-Mar-18	 	NYMEX WTI	 	Asian Floor	 	31,000	 	bbl	 	50	 	Nextera
	 62916218
	 	30-Nov-16	 	7-May-18	 	30-Apr-18	 	NYMEX WTI	 	Asian Cap	 	-30,000	 	bbl	 	55	 	Nextera
	 62916318
	 	30-Nov-16	 	7-May-18	 	30-Apr-18	 	NYMEX WTI	 	Asian Cap	 	-30,000	 	bbl	 	55	 	Nextera
	 62916416
	 	30-Nov-16	 	7-May-18	 	30-Apr-18	 	NYMEX WTI	 	Asian Cap	 	-60,000	 	bbl	 	55	 	Macquarie
	 63417621
	 	5-Dec-16	 	7-May-18	 	30-Apr-18	 	NYMEX WTI	 	Asian Cap	 	-30,000	 	bbl	 	57.5	 	Nextera
	 62916159
	 	30-Nov-16	 	7-May-18	 	30-Apr-18	 	NYMEX WTI	 	Asian Floor	 	30,000	 	bbl	 	50	 	Nextera
	 62916270
	 	30-Nov-16	 	7-May-18	 	30-Apr-18	 	NYMEX WTI	 	Asian Floor	 	30,000	 	bbl	 	50	 	Nextera
	 62916368
	 	30-Nov-16	 	7-May-18	 	30-Apr-18	 	NYMEX WTI	 	Asian Floor	 	60,000	 	bbl	 	50	 	Macquarie
	 63417568
	 	5-Dec-16	 	7-May-18	 	30-Apr-18	 	NYMEX WTI	 	Asian Floor	 	30,000	 	bbl	 	50	 	Nextera
	 62916220
	 	30-Nov-16	 	7-Jun-18	 	31-May-18	 	NYMEX WTI	 	Asian Cap	 	-31,000	 	bbl	 	55	 	Nextera










																							
	62916320	  	30-Nov-16	  	7-Jun-18	  	31-May-18	  	NYMEX WTI	  	Asian Cap	  	 	-31,000	 	  	bbl	  	 	55	 	  	Nextera
	62916418	  	30-Nov-16	  	7-Jun-18	  	31-May-18	  	NYMEX WTI	  	Asian Cap	  	 	-62,000	 	  	bbl	  	 	55	 	  	Macquarie
	63417623	  	5-Dec-16	  	7-Jun-18	  	31-May-18	  	NYMEX WTI	  	Asian Cap	  	 	-31,000	 	  	bbl	  	 	57.5	 	  	Nextera
	62916161	  	30-Nov-16	  	7-Jun-18	  	31-May-18	  	NYMEX WTI	  	Asian Floor	  	 	31,000	 	  	bbl	  	 	50	 	  	Nextera
	62916272	  	30-Nov-16	  	7-Jun-18	  	31-May-18	  	NYMEX WTI	  	Asian Floor	  	 	31,000	 	  	bbl	  	 	50	 	  	Nextera
	62916370	  	30-Nov-16	  	7-Jun-18	  	31-May-18	  	NYMEX WTI	  	Asian Floor	  	 	62,000	 	  	bbl	  	 	50	 	  	Macquarie
	63417570	  	5-Dec-16	  	7-Jun-18	  	31-May-18	  	NYMEX WTI	  	Asian Floor	  	 	31,000	 	  	bbl	  	 	50	 	  	Nextera
	62916222	  	30-Nov-16	  	9-Jul-18	  	29-Jun-18	  	NYMEX WTI	  	Asian Cap	  	 	-30,000	 	  	bbl	  	 	55	 	  	Nextera
	62916322	  	30-Nov-16	  	9-Jul-18	  	29-Jun-18	  	NYMEX WTI	  	Asian Cap	  	 	-30,000	 	  	bbl	  	 	55	 	  	Nextera
	62916420	  	30-Nov-16	  	9-Jul-18	  	29-Jun-18	  	NYMEX WTI	  	Asian Cap	  	 	-60,000	 	  	bbl	  	 	55	 	  	Macquarie
	63417625	  	5-Dec-16	  	9-Jul-18	  	29-Jun-18	  	NYMEX WTI	  	Asian Cap	  	 	-30,000	 	  	bbl	  	 	57.5	 	  	Nextera
	62916163	  	30-Nov-16	  	9-Jul-18	  	29-Jun-18	  	NYMEX WTI	  	Asian Floor	  	 	30,000	 	  	bbl	  	 	50	 	  	Nextera
	62916274	  	30-Nov-16	  	9-Jul-18	  	29-Jun-18	  	NYMEX WTI	  	Asian Floor	  	 	30,000	 	  	bbl	  	 	50	 	  	Nextera
	62916372	  	30-Nov-16	  	9-Jul-18	  	29-Jun-18	  	NYMEX WTI	  	Asian Floor	  	 	60,000	 	  	bbl	  	 	50	 	  	Macquarie
	63417572	  	5-Dec-16	  	9-Jul-18	  	29-Jun-18	  	NYMEX WTI	  	Asian Floor	  	 	30,000	 	  	bbl	  	 	50	 	  	Nextera
	62916224	  	30-Nov-16	  	7-Aug-18	  	31-Jul-18	  	NYMEX WTI	  	Asian Cap	  	 	-31,000	 	  	bbl	  	 	55	 	  	Nextera
	62916324	  	30-Nov-16	  	7-Aug-18	  	31-Jul-18	  	NYMEX WTI	  	Asian Cap	  	 	-31,000	 	  	bbl	  	 	55	 	  	Nextera
	62916422	  	30-Nov-16	  	7-Aug-18	  	31-Jul-18	  	NYMEX WTI	  	Asian Cap	  	 	-62,000	 	  	bbl	  	 	55	 	  	Macquarie
	63417627	  	5-Dec-16	  	7-Aug-18	  	31-Jul-18	  	NYMEX WTI	  	Asian Cap	  	 	-31,000	 	  	bbl	  	 	57.5	 	  	Nextera
	62916165	  	30-Nov-16	  	7-Aug-18	  	31-Jul-18	  	NYMEX WTI	  	Asian Floor	  	 	31,000	 	  	bbl	  	 	50	 	  	Nextera
	62916276	  	30-Nov-16	  	7-Aug-18	  	31-Jul-18	  	NYMEX WTI	  	Asian Floor	  	 	31,000	 	  	bbl	  	 	50	 	  	Nextera
	62916374	  	30-Nov-16	  	7-Aug-18	  	31-Jul-18	  	NYMEX WTI	  	Asian Floor	  	 	62,000	 	  	bbl	  	 	50	 	  	Macquarie
	63417574	  	5-Dec-16	  	7-Aug-18	  	31-Jul-18	  	NYMEX WTI	  	Asian Floor	  	 	31,000	 	  	bbl	  	 	50	 	  	Nextera
	62916226	  	30-Nov-16	  	10-Sep-18	  	31-Aug-18	  	NYMEX WTI	  	Asian Cap	  	 	-31,000	 	  	bbl	  	 	55	 	  	Nextera
	62916326	  	30-Nov-16	  	10-Sep-18	  	31-Aug-18	  	NYMEX WTI	  	Asian Cap	  	 	-31,000	 	  	bbl	  	 	55	 	  	Nextera
	62916424	  	30-Nov-16	  	10-Sep-18	  	31-Aug-18	  	NYMEX WTI	  	Asian Cap	  	 	-62,000	 	  	bbl	  	 	55	 	  	Macquarie
	63417629	  	5-Dec-16	  	10-Sep-18	  	31-Aug-18	  	NYMEX WTI	  	Asian Cap	  	 	-31,000	 	  	bbl	  	 	57.5	 	  	Nextera
	62916167	  	30-Nov-16	  	10-Sep-18	  	31-Aug-18	  	NYMEX WTI	  	Asian Floor	  	 	31,000	 	  	bbl	  	 	50	 	  	Nextera
	62916278	  	30-Nov-16	  	10-Sep-18	  	31-Aug-18	  	NYMEX WTI	  	Asian Floor	  	 	31,000	 	  	bbl	  	 	50	 	  	Nextera
	62916376	  	30-Nov-16	  	10-Sep-18	  	31-Aug-18	  	NYMEX WTI	  	Asian Floor	  	 	62,000	 	  	bbl	  	 	50	 	  	Macquarie
	63417576	  	5-Dec-16	  	10-Sep-18	  	31-Aug-18	  	NYMEX WTI	  	Asian Floor	  	 	31,000	 	  	bbl	  	 	50	 	  	Nextera
	62916228	  	30-Nov-16	  	5-Oct-18	  	28-Sep-18	  	NYMEX WTI	  	Asian Cap	  	 	-30,000	 	  	bbl	  	 	55	 	  	Nextera
	62916328	  	30-Nov-16	  	5-Oct-18	  	28-Sep-18	  	NYMEX WTI	  	Asian Cap	  	 	-30,000	 	  	bbl	  	 	55	 	  	Nextera
	62916426	  	30-Nov-16	  	5-Oct-18	  	28-Sep-18	  	NYMEX WTI	  	Asian Cap	  	 	-60,000	 	  	bbl	  	 	55	 	  	Macquarie
	63417631	  	5-Dec-16	  	5-Oct-18	  	28-Sep-18	  	NYMEX WTI	  	Asian Cap	  	 	-30,000	 	  	bbl	  	 	57.5	 	  	Nextera
	62916169	  	30-Nov-16	  	5-Oct-18	  	28-Sep-18	  	NYMEX WTI	  	Asian Floor	  	 	30,000	 	  	bbl	  	 	50	 	  	Nextera
	62916280	  	30-Nov-16	  	5-Oct-18	  	28-Sep-18	  	NYMEX WTI	  	Asian Floor	  	 	30,000	 	  	bbl	  	 	50	 	  	Nextera
	62916378	  	30-Nov-16	  	5-Oct-18	  	28-Sep-18	  	NYMEX WTI	  	Asian Floor	  	 	60,000	 	  	bbl	  	 	50	 	  	Macquarie










																							
	63417578	  	5-Dec-16	  	5-Oct-18	  	28-Sep-18	  	NYMEX WTI	  	Asian Floor	  	 	30,000	 	  	bbl	  	 	50	 	  	Nextera
	62916230	  	30-Nov-16	  	7-Nov-18	  	31-Oct-18	  	NYMEX WTI	  	Asian Cap	  	 	-31,000	 	  	bbl	  	 	55	 	  	Nextera
	62916330	  	30-Nov-16	  	7-Nov-18	  	31-Oct-18	  	NYMEX WTI	  	Asian Cap	  	 	-31,000	 	  	bbl	  	 	55	 	  	Nextera
	62916428	  	30-Nov-16	  	7-Nov-18	  	31-Oct-18	  	NYMEX WTI	  	Asian Cap	  	 	-62,000	 	  	bbl	  	 	55	 	  	Macquarie
	63417633	  	5-Dec-16	  	7-Nov-18	  	31-Oct-18	  	NYMEX WTI	  	Asian Cap	  	 	-31,000	 	  	bbl	  	 	57.5	 	  	Nextera
	62916171	  	30-Nov-16	  	7-Nov-18	  	31-Oct-18	  	NYMEX WTI	  	Asian Floor	  	 	31,000	 	  	bbl	  	 	50	 	  	Nextera
	62916282	  	30-Nov-16	  	7-Nov-18	  	31-Oct-18	  	NYMEX WTI	  	Asian Floor	  	 	31,000	 	  	bbl	  	 	50	 	  	Nextera
	62916380	  	30-Nov-16	  	7-Nov-18	  	31-Oct-18	  	NYMEX WTI	  	Asian Floor	  	 	62,000	 	  	bbl	  	 	50	 	  	Macquarie
	63417580	  	5-Dec-16	  	7-Nov-18	  	31-Oct-18	  	NYMEX WTI	  	Asian Floor	  	 	31,000	 	  	bbl	  	 	50	 	  	Nextera
	62916232	  	30-Nov-16	  	7-Dec-18	  	30-Nov-18	  	NYMEX WTI	  	Asian Cap	  	 	-30,000	 	  	bbl	  	 	55	 	  	Nextera
	62916332	  	30-Nov-16	  	7-Dec-18	  	30-Nov-18	  	NYMEX WTI	  	Asian Cap	  	 	-30,000	 	  	bbl	  	 	55	 	  	Nextera
	62916430	  	30-Nov-16	  	7-Dec-18	  	30-Nov-18	  	NYMEX WTI	  	Asian Cap	  	 	-60,000	 	  	bbl	  	 	55	 	  	Macquarie
	63417635	  	5-Dec-16	  	7-Dec-18	  	30-Nov-18	  	NYMEX WTI	  	Asian Cap	  	 	-30,000	 	  	bbl	  	 	57.5	 	  	Nextera
	62916173	  	30-Nov-16	  	7-Dec-18	  	30-Nov-18	  	NYMEX WTI	  	Asian Floor	  	 	30,000	 	  	bbl	  	 	50	 	  	Nextera
	62916284	  	30-Nov-16	  	7-Dec-18	  	30-Nov-18	  	NYMEX WTI	  	Asian Floor	  	 	30,000	 	  	bbl	  	 	50	 	  	Nextera
	62916382	  	30-Nov-16	  	7-Dec-18	  	30-Nov-18	  	NYMEX WTI	  	Asian Floor	  	 	60,000	 	  	bbl	  	 	50	 	  	Macquarie
	63417582	  	5-Dec-16	  	7-Dec-18	  	30-Nov-18	  	NYMEX WTI	  	Asian Floor	  	 	30,000	 	  	bbl	  	 	50	 	  	Nextera
	62916234	  	30-Nov-16	  	8-Jan-19	  	31-Dec-18	  	NYMEX WTI	  	Asian Cap	  	 	-31,000	 	  	bbl	  	 	55	 	  	Nextera
	62916334	  	30-Nov-16	  	8-Jan-19	  	31-Dec-18	  	NYMEX WTI	  	Asian Cap	  	 	-31,000	 	  	bbl	  	 	55	 	  	Nextera
	62916432	  	30-Nov-16	  	8-Jan-19	  	31-Dec-18	  	NYMEX WTI	  	Asian Cap	  	 	-62,000	 	  	bbl	  	 	55	 	  	Macquarie
	63417637	  	5-Dec-16	  	8-Jan-19	  	31-Dec-18	  	NYMEX WTI	  	Asian Cap	  	 	-31,000	 	  	bbl	  	 	57.5	 	  	Nextera
	62916175	  	30-Nov-16	  	8-Jan-19	  	31-Dec-18	  	NYMEX WTI	  	Asian Floor	  	 	31,000	 	  	bbl	  	 	50	 	  	Nextera
	62916286	  	30-Nov-16	  	8-Jan-19	  	31-Dec-18	  	NYMEX WTI	  	Asian Floor	  	 	31,000	 	  	bbl	  	 	50	 	  	Nextera
	62916384	  	30-Nov-16	  	8-Jan-19	  	31-Dec-18	  	NYMEX WTI	  	Asian Floor	  	 	62,000	 	  	bbl	  	 	50	 	  	Macquarie
	63417584	  	5-Dec-16	  	8-Jan-19	  	31-Dec-18	  	NYMEX WTI	  	Asian Floor	  	 	31,000	 	  	bbl	  	 	50	 	  	Nextera
	62916236	  	30-Nov-16	  	7-Feb-19	  	31-Jan-19	  	NYMEX WTI	  	Asian Cap	  	 	-31,000	 	  	bbl	  	 	55	 	  	Nextera
	62916336	  	30-Nov-16	  	7-Feb-19	  	31-Jan-19	  	NYMEX WTI	  	Asian Cap	  	 	-31,000	 	  	bbl	  	 	55	 	  	Nextera
	62916434	  	30-Nov-16	  	7-Feb-19	  	31-Jan-19	  	NYMEX WTI	  	Asian Cap	  	 	-62,000	 	  	bbl	  	 	55	 	  	Macquarie
	63417639	  	5-Dec-16	  	7-Feb-19	  	31-Jan-19	  	NYMEX WTI	  	Asian Cap	  	 	-31,000	 	  	bbl	  	 	57.5	 	  	Nextera
	62916177	  	30-Nov-16	  	7-Feb-19	  	31-Jan-19	  	NYMEX WTI	  	Asian Floor	  	 	31,000	 	  	bbl	  	 	50	 	  	Nextera
	62916288	  	30-Nov-16	  	7-Feb-19	  	31-Jan-19	  	NYMEX WTI	  	Asian Floor	  	 	31,000	 	  	bbl	  	 	50	 	  	Nextera
	62916386	  	30-Nov-16	  	7-Feb-19	  	31-Jan-19	  	NYMEX WTI	  	Asian Floor	  	 	62,000	 	  	bbl	  	 	50	 	  	Macquarie
	63417586	  	5-Dec-16	  	7-Feb-19	  	31-Jan-19	  	NYMEX WTI	  	Asian Floor	  	 	31,000	 	  	bbl	  	 	50	 	  	Nextera
	62916238	  	30-Nov-16	  	7-Mar-19	  	28-Feb-19	  	NYMEX WTI	  	Asian Cap	  	 	-28,000	 	  	bbl	  	 	55	 	  	Nextera
	62916338	  	30-Nov-16	  	7-Mar-19	  	28-Feb-19	  	NYMEX WTI	  	Asian Cap	  	 	-28,000	 	  	bbl	  	 	55	 	  	Nextera
	62916436	  	30-Nov-16	  	7-Mar-19	  	28-Feb-19	  	NYMEX WTI	  	Asian Cap	  	 	-56,000	 	  	bbl	  	 	55	 	  	Macquarie
	63417641	  	5-Dec-16	  	7-Mar-19	  	28-Feb-19	  	NYMEX WTI	  	Asian Cap	  	 	-28,000	 	  	bbl	  	 	57.5	 	  	Nextera
	62916179	  	30-Nov-16	  	7-Mar-19	  	28-Feb-19	  	NYMEX WTI	  	Asian Floor	  	 	28,000	 	  	bbl	  	 	50	 	  	Nextera










																							
	62916290	  	30-Nov-16	  	7-Mar-19	  	28-Feb-19	  	NYMEX WTI	  	Asian Floor	  	 	28,000	 	  	bbl	  	 	50	 	  	Nextera
	62916388	  	30-Nov-16	  	7-Mar-19	  	28-Feb-19	  	NYMEX WTI	  	Asian Floor	  	 	56,000	 	  	bbl	  	 	50	 	  	Macquarie
	63417588	  	5-Dec-16	  	7-Mar-19	  	28-Feb-19	  	NYMEX WTI	  	Asian Floor	  	 	28,000	 	  	bbl	  	 	50	 	  	Nextera
	62916240	  	30-Nov-16	  	5-Apr-19	  	29-Mar-19	  	NYMEX WTI	  	Asian Cap	  	 	-31,000	 	  	bbl	  	 	55	 	  	Nextera
	62916341	  	30-Nov-16	  	5-Apr-19	  	29-Mar-19	  	NYMEX WTI	  	Asian Cap	  	 	-31,000	 	  	bbl	  	 	55	 	  	Nextera
	62916438	  	30-Nov-16	  	5-Apr-19	  	29-Mar-19	  	NYMEX WTI	  	Asian Cap	  	 	-62,000	 	  	bbl	  	 	55	 	  	Macquarie
	63417643	  	5-Dec-16	  	5-Apr-19	  	29-Mar-19	  	NYMEX WTI	  	Asian Cap	  	 	-31,000	 	  	bbl	  	 	57.5	 	  	Nextera
	62916181	  	30-Nov-16	  	5-Apr-19	  	29-Mar-19	  	NYMEX WTI	  	Asian Floor	  	 	31,000	 	  	bbl	  	 	50	 	  	Nextera
	62916292	  	30-Nov-16	  	5-Apr-19	  	29-Mar-19	  	NYMEX WTI	  	Asian Floor	  	 	31,000	 	  	bbl	  	 	50	 	  	Nextera
	62916390	  	30-Nov-16	  	5-Apr-19	  	29-Mar-19	  	NYMEX WTI	  	Asian Floor	  	 	62,000	 	  	bbl	  	 	50	 	  	Macquarie
	63417590	  	5-Dec-16	  	5-Apr-19	  	29-Mar-19	  	NYMEX WTI	  	Asian Floor	  	 	31,000	 	  	bbl	  	 	50	 	  	Nextera
	62916242	  	30-Nov-16	  	7-May-19	  	30-Apr-19	  	NYMEX WTI	  	Asian Cap	  	 	-30,000	 	  	bbl	  	 	55	 	  	Nextera
	62916344	  	30-Nov-16	  	7-May-19	  	30-Apr-19	  	NYMEX WTI	  	Asian Cap	  	 	-30,000	 	  	bbl	  	 	55	 	  	Nextera
	62916440	  	30-Nov-16	  	7-May-19	  	30-Apr-19	  	NYMEX WTI	  	Asian Cap	  	 	-60,000	 	  	bbl	  	 	55	 	  	Macquarie
	63417645	  	5-Dec-16	  	7-May-19	  	30-Apr-19	  	NYMEX WTI	  	Asian Cap	  	 	-30,000	 	  	bbl	  	 	57.5	 	  	Nextera
	62916183	  	30-Nov-16	  	7-May-19	  	30-Apr-19	  	NYMEX WTI	  	Asian Floor	  	 	30,000	 	  	bbl	  	 	50	 	  	Nextera
	62916294	  	30-Nov-16	  	7-May-19	  	30-Apr-19	  	NYMEX WTI	  	Asian Floor	  	 	30,000	 	  	bbl	  	 	50	 	  	Nextera
	62916392	  	30-Nov-16	  	7-May-19	  	30-Apr-19	  	NYMEX WTI	  	Asian Floor	  	 	60,000	 	  	bbl	  	 	50	 	  	Macquarie
	63417592	  	5-Dec-16	  	7-May-19	  	30-Apr-19	  	NYMEX WTI	  	Asian Floor	  	 	30,000	 	  	bbl	  	 	50	 	  	Nextera
	62916244	  	30-Nov-16	  	7-Jun-19	  	31-May-19	  	NYMEX WTI	  	Asian Cap	  	 	-31,000	 	  	bbl	  	 	55	 	  	Nextera
	62916346	  	30-Nov-16	  	7-Jun-19	  	31-May-19	  	NYMEX WTI	  	Asian Cap	  	 	-31,000	 	  	bbl	  	 	55	 	  	Nextera
	62916442	  	30-Nov-16	  	7-Jun-19	  	31-May-19	  	NYMEX WTI	  	Asian Cap	  	 	-62,000	 	  	bbl	  	 	55	 	  	Macquarie
	63417647	  	5-Dec-16	  	7-Jun-19	  	31-May-19	  	NYMEX WTI	  	Asian Cap	  	 	-31,000	 	  	bbl	  	 	57.5	 	  	Nextera
	62916185	  	30-Nov-16	  	7-Jun-19	  	31-May-19	  	NYMEX WTI	  	Asian Floor	  	 	31,000	 	  	bbl	  	 	50	 	  	Nextera
	62916296	  	30-Nov-16	  	7-Jun-19	  	31-May-19	  	NYMEX WTI	  	Asian Floor	  	 	31,000	 	  	bbl	  	 	50	 	  	Nextera
	62916394	  	30-Nov-16	  	7-Jun-19	  	31-May-19	  	NYMEX WTI	  	Asian Floor	  	 	62,000	 	  	bbl	  	 	50	 	  	Macquarie
	63417594	  	5-Dec-16	  	7-Jun-19	  	31-May-19	  	NYMEX WTI	  	Asian Floor	  	 	31,000	 	  	bbl	  	 	50	 	  	Nextera
	62916246	  	30-Nov-16	  	8-Jul-19	  	28-Jun-19	  	NYMEX WTI	  	Asian Cap	  	 	-30,000	 	  	bbl	  	 	55	 	  	Nextera
	62916348	  	30-Nov-16	  	8-Jul-19	  	28-Jun-19	  	NYMEX WTI	  	Asian Cap	  	 	-30,000	 	  	bbl	  	 	55	 	  	Nextera
	62916444	  	30-Nov-16	  	8-Jul-19	  	28-Jun-19	  	NYMEX WTI	  	Asian Cap	  	 	-60,000	 	  	bbl	  	 	55	 	  	Macquarie
	63417649	  	5-Dec-16	  	8-Jul-19	  	28-Jun-19	  	NYMEX WTI	  	Asian Cap	  	 	-30,000	 	  	bbl	  	 	57.5	 	  	Nextera
	62916187	  	30-Nov-16	  	8-Jul-19	  	28-Jun-19	  	NYMEX WTI	  	Asian Floor	  	 	30,000	 	  	bbl	  	 	50	 	  	Nextera
	62916298	  	30-Nov-16	  	8-Jul-19	  	28-Jun-19	  	NYMEX WTI	  	Asian Floor	  	 	30,000	 	  	bbl	  	 	50	 	  	Nextera
	62916396	  	30-Nov-16	  	8-Jul-19	  	28-Jun-19	  	NYMEX WTI	  	Asian Floor	  	 	60,000	 	  	bbl	  	 	50	 	  	Macquarie
	63417596	  	5-Dec-16	  	8-Jul-19	  	28-Jun-19	  	NYMEX WTI	  	Asian Floor	  	 	30,000	 	  	bbl	  	 	50	 	  	Nextera
	62916248	  	30-Nov-16	  	7-Aug-19	  	31-Jul-19	  	NYMEX WTI	  	Asian Cap	  	 	-31,000	 	  	bbl	  	 	55	 	  	Nextera
	62916350	  	30-Nov-16	  	7-Aug-19	  	31-Jul-19	  	NYMEX WTI	  	Asian Cap	  	 	-31,000	 	  	bbl	  	 	55	 	  	Nextera
	62916446	  	30-Nov-16	  	7-Aug-19	  	31-Jul-19	  	NYMEX WTI	  	Asian Cap	  	 	-62,000	 	  	bbl	  	 	55	 	  	Macquarie










																							
	63417652	  	5-Dec-16	  	7-Aug-19	  	31-Jul-19	  	NYMEX WTI	  	Asian Cap	  	 	-31,000	 	  	bbl	  	 	57.5	 	  	Nextera
	62916189	  	30-Nov-16	  	7-Aug-19	  	31-Jul-19	  	NYMEX WTI	  	Asian Floor	  	 	31,000	 	  	bbl	  	 	50	 	  	Nextera
	62916300	  	30-Nov-16	  	7-Aug-19	  	31-Jul-19	  	NYMEX WTI	  	Asian Floor	  	 	31,000	 	  	bbl	  	 	50	 	  	Nextera
	62916398	  	30-Nov-16	  	7-Aug-19	  	31-Jul-19	  	NYMEX WTI	  	Asian Floor	  	 	62,000	 	  	bbl	  	 	50	 	  	Macquarie
	63417598	  	5-Dec-16	  	7-Aug-19	  	31-Jul-19	  	NYMEX WTI	  	Asian Floor	  	 	31,000	 	  	bbl	  	 	50	 	  	Nextera
	62916250	  	30-Nov-16	  	9-Sep-19	  	30-Aug-19	  	NYMEX WTI	  	Asian Cap	  	 	-31,000	 	  	bbl	  	 	55	 	  	Nextera
	62916352	  	30-Nov-16	  	9-Sep-19	  	30-Aug-19	  	NYMEX WTI	  	Asian Cap	  	 	-31,000	 	  	bbl	  	 	55	 	  	Nextera
	62916448	  	30-Nov-16	  	9-Sep-19	  	30-Aug-19	  	NYMEX WTI	  	Asian Cap	  	 	-62,000	 	  	bbl	  	 	55	 	  	Macquarie
	63417654	  	5-Dec-16	  	9-Sep-19	  	30-Aug-19	  	NYMEX WTI	  	Asian Cap	  	 	-31,000	 	  	bbl	  	 	57.5	 	  	Nextera
	62916192	  	30-Nov-16	  	9-Sep-19	  	30-Aug-19	  	NYMEX WTI	  	Asian Floor	  	 	31,000	 	  	bbl	  	 	50	 	  	Nextera
	62916302	  	30-Nov-16	  	9-Sep-19	  	30-Aug-19	  	NYMEX WTI	  	Asian Floor	  	 	31,000	 	  	bbl	  	 	50	 	  	Nextera
	62916400	  	30-Nov-16	  	9-Sep-19	  	30-Aug-19	  	NYMEX WTI	  	Asian Floor	  	 	62,000	 	  	bbl	  	 	50	 	  	Macquarie
	63417600	  	5-Dec-16	  	9-Sep-19	  	30-Aug-19	  	NYMEX WTI	  	Asian Floor	  	 	31,000	 	  	bbl	  	 	50	 	  	Nextera
	62916252	  	30-Nov-16	  	7-Oct-19	  	30-Sep-19	  	NYMEX WTI	  	Asian Cap	  	 	-30,000	 	  	bbl	  	 	55	 	  	Nextera
	62916354	  	30-Nov-16	  	7-Oct-19	  	30-Sep-19	  	NYMEX WTI	  	Asian Cap	  	 	-30,000	 	  	bbl	  	 	55	 	  	Nextera
	62916450	  	30-Nov-16	  	7-Oct-19	  	30-Sep-19	  	NYMEX WTI	  	Asian Cap	  	 	-60,000	 	  	bbl	  	 	55	 	  	Macquarie
	63417657	  	5-Dec-16	  	7-Oct-19	  	30-Sep-19	  	NYMEX WTI	  	Asian Cap	  	 	-30,000	 	  	bbl	  	 	57.5	 	  	Nextera
	62916196	  	30-Nov-16	  	7-Oct-19	  	30-Sep-19	  	NYMEX WTI	  	Asian Floor	  	 	30,000	 	  	bbl	  	 	50	 	  	Nextera
	62916304	  	30-Nov-16	  	7-Oct-19	  	30-Sep-19	  	NYMEX WTI	  	Asian Floor	  	 	30,000	 	  	bbl	  	 	50	 	  	Nextera
	62916402	  	30-Nov-16	  	7-Oct-19	  	30-Sep-19	  	NYMEX WTI	  	Asian Floor	  	 	60,000	 	  	bbl	  	 	50	 	  	Macquarie
	63417604	  	5-Dec-16	  	7-Oct-19	  	30-Sep-19	  	NYMEX WTI	  	Asian Floor	  	 	30,000	 	  	bbl	  	 	50	 	  	Nextera
	62916254	  	30-Nov-16	  	7-Nov-19	  	31-Oct-19	  	NYMEX WTI	  	Asian Cap	  	 	-31,000	 	  	bbl	  	 	55	 	  	Nextera
	62916356	  	30-Nov-16	  	7-Nov-19	  	31-Oct-19	  	NYMEX WTI	  	Asian Cap	  	 	-31,000	 	  	bbl	  	 	55	 	  	Nextera
	62916452	  	30-Nov-16	  	7-Nov-19	  	31-Oct-19	  	NYMEX WTI	  	Asian Cap	  	 	-62,000	 	  	bbl	  	 	55	 	  	Macquarie
	63417659	  	5-Dec-16	  	7-Nov-19	  	31-Oct-19	  	NYMEX WTI	  	Asian Cap	  	 	-31,000	 	  	bbl	  	 	57.5	 	  	Nextera
	62916200	  	30-Nov-16	  	7-Nov-19	  	31-Oct-19	  	NYMEX WTI	  	Asian Floor	  	 	31,000	 	  	bbl	  	 	50	 	  	Nextera
	62916306	  	30-Nov-16	  	7-Nov-19	  	31-Oct-19	  	NYMEX WTI	  	Asian Floor	  	 	31,000	 	  	bbl	  	 	50	 	  	Nextera
	62916404	  	30-Nov-16	  	7-Nov-19	  	31-Oct-19	  	NYMEX WTI	  	Asian Floor	  	 	62,000	 	  	bbl	  	 	50	 	  	Macquarie
	63417606	  	5-Dec-16	  	7-Nov-19	  	31-Oct-19	  	NYMEX WTI	  	Asian Floor	  	 	31,000	 	  	bbl	  	 	50	 	  	Nextera
	62916256	  	30-Nov-16	  	6-Dec-19	  	29-Nov-19	  	NYMEX WTI	  	Asian Cap	  	 	-30,000	 	  	bbl	  	 	55	 	  	Nextera
	62916358	  	30-Nov-16	  	6-Dec-19	  	29-Nov-19	  	NYMEX WTI	  	Asian Cap	  	 	-30,000	 	  	bbl	  	 	55	 	  	Nextera
	62916454	  	30-Nov-16	  	6-Dec-19	  	29-Nov-19	  	NYMEX WTI	  	Asian Cap	  	 	-60,000	 	  	bbl	  	 	55	 	  	Macquarie
	63417662	  	5-Dec-16	  	6-Dec-19	  	29-Nov-19	  	NYMEX WTI	  	Asian Cap	  	 	-30,000	 	  	bbl	  	 	57.5	 	  	Nextera
	62916204	  	30-Nov-16	  	6-Dec-19	  	29-Nov-19	  	NYMEX WTI	  	Asian Floor	  	 	30,000	 	  	bbl	  	 	50	 	  	Nextera
	62916308	  	30-Nov-16	  	6-Dec-19	  	29-Nov-19	  	NYMEX WTI	  	Asian Floor	  	 	30,000	 	  	bbl	  	 	50	 	  	Nextera
	62916406	  	30-Nov-16	  	6-Dec-19	  	29-Nov-19	  	NYMEX WTI	  	Asian Floor	  	 	60,000	 	  	bbl	  	 	50	 	  	Macquarie
	63417610	  	5-Dec-16	  	6-Dec-19	  	29-Nov-19	  	NYMEX WTI	  	Asian Floor	  	 	30,000	 	  	bbl	  	 	50	 	  	Nextera
	62916258	  	30-Nov-16	  	8-Jan-20	  	31-Dec-19	  	NYMEX WTI	  	Asian Cap	  	 	-31,000	 	  	bbl	  	 	55	 	  	Nextera










																							
	62916360	  	30-Nov-16	  	8-Jan-20	  	31-Dec-19	  	NYMEX WTI	  	Asian Cap	  	 	-31,000	 	  	bbl	  	 	55	 	  	Nextera
	62916456	  	30-Nov-16	  	8-Jan-20	  	31-Dec-19	  	NYMEX WTI	  	Asian Cap	  	 	-62,000	 	  	bbl	  	 	55	 	  	Macquarie
	63417664	  	5-Dec-16	  	8-Jan-20	  	31-Dec-19	  	NYMEX WTI	  	Asian Cap	  	 	-31,000	 	  	bbl	  	 	57.5	 	  	Nextera
	62916207	  	30-Nov-16	  	8-Jan-20	  	31-Dec-19	  	NYMEX WTI	  	Asian Floor	  	 	31,000	 	  	bbl	  	 	50	 	  	Nextera
	62916310	  	30-Nov-16	  	8-Jan-20	  	31-Dec-19	  	NYMEX WTI	  	Asian Floor	  	 	31,000	 	  	bbl	  	 	50	 	  	Nextera
	62916408	  	30-Nov-16	  	8-Jan-20	  	31-Dec-19	  	NYMEX WTI	  	Asian Floor	  	 	62,000	 	  	bbl	  	 	50	 	  	Macquarie
	63417612	  	5-Dec-16	  	8-Jan-20	  	31-Dec-19	  	NYMEX WTI	  	Asian Floor	  	 	31,000	 	  	bbl	  	 	50	 	  	Nextera









 Schedule 7.25 

Deposit Accounts 

Excluded Accounts 

  
 8 









 Schedule 9.02 

Existing Debt 
 None. 

  
 9 









 Schedule 9.05 

Investments 
  

	I.	Tax Partnerships 

  

	 	a.	Wagnon Gas Gathering System Partnership (Linn Energy Holdings, LLC owns 7.5%) 

  

	 	b.	Kalkaska Gas Processing Plant (Linn Energy Holdings, LLC owns 2.81%) 

  

	 	c.	HPC – Lin Salt Creek EOR JV (Linn Energy Holdings, LLC owns 23% ) 

  

	 	d.	Drunkards Wash JV (Linn Energy Holdings, LLC owns 38.69%) 

  

	 	e.	Wilderness-Chester Gas Processing LP (Linn Energy Holdings, LLC owns 55.3%) 

  

	 	f.	Wilderness Energy, L.C. (Linn Energy Holdings, LLC owns 50%) 

  

	 	g.	Wilderness Energy Services LP (Linn Energy Holdings, LLC owns 24.5%) 

  

	 	h.	Berry Encana NPR Partnership (Linn Energy Holdings, LLC owns various percentages) 

  

	II.	Ordinary Course Operations Joint Venture 

  

	 	a.	California & Rockies (not Utah) 

  

	 	1.	Wyoming – Contract #C023561 – Salt Creek Participation Agreement with FDL – Linn Energy Holdings, LLC is the participating LINN entity. 


 

	 	2.	North Dakota – Contract #C025455 – Assignment and Assumption Agreement/Joint Development Agreement with Samuel Gary & Associates Inc.– Linn Energy Holdings, LLC is the participating LINN entity.


  

	 	3.	Wyoming – Contract #C041642 – Joint Venture Agreement with General Atlantic Energy Corp ETAL – Linn Energy Holdings, LLC is the participating LINN entity. 


 

	 	4.	Wyoming – Contract #C041821 – Joint Venture Agreement with CIGE-MOSS – Linn Energy Holdings, LLC is the participating LINN entity. 


 

	 	b.	Utah 

  

	 	1.	Utah – Contract C042967000 – SWD System Agreement – Linn Energy Holdings, LLC is the participating entity. 

  

	 	c.	OK/East TX 

  

	 	1.	Newfield Farmout Agreement (dated 7/23/2015): Mid-Continent II, LLC; Letter Agreement to develop 4 Sections North of the Felix/Devon Divestiture Area, limited to the Mississippian formation. Linn Owned approximately
1,747.80 net acres. NFX purchased 1,152.36 acres at $4500.00/acre. Linn retained 595.45 acres to participate with in the drilling of the Gore 1H-1X and Meier 1H-35X wells. 


  
 10 










	 	2.	Chesapeake farmout: Mid-Continent II, LLC, Linn Energy Holdings, LLC dated 7/26/2013 JV to develop Alfalfa acreage. Linn owned approximately 2326.32 net mineral acres, and conveyed 50% to CHK limited to the
Mississippian formation. 

  

	 	3.	Mustang Bois D’arc Unitization and AMI Agreements: Mid-Con II, LLC and Linn Energy Holdings, LLC dated 6/1/2016. Waterflood near Tuttle to develop the Bois D’arc formation. Mid-Con Energy Operating, LLC will
be operator. Linn has approximately 42.10% interest in the unit. 

  

	 	d.	Midstream 

  

	 	1.	Agreement for the Construction, Ownership and Operation of Gas Processing Assets in Kansas effective October 1, 2010 between Anadarko Energy Services Company and Linn Energy Holdings, LLC 


  
 11