Third Amended and Restated Senior Revolving Credit Agreement


 Exhibit 10.1 
 THIRD AMENDED AND RESTATED 
 SENIOR REVOLVING CREDIT AGREEMENT 
 DATED
AS OF 
 SEPTEMBER 10, 2008 
 AMONG 
 PETROHAWK ENERGY CORPORATION, 
 AS BORROWER,

 BNP PARIBAS, 
 AS ADMINISTRATIVE AGENT, 
 BANK OF
AMERICA, N.A. AND 
 BMO CAPITAL MARKETS FINANCING,
INC., 
 AS CO-SYNDICATION AGENTS, 
 JPMORGAN CHASE BANK, N.A., 
 WELLS FARGO BANK, N.A. AND 
 FORTIS CAPITAL CORP. 
 AS
CO-DOCUMENTATION AGENTS, 
 AND 
 THE LENDERS PARTY HERETO 
 SOLE LEAD ARRANGER AND SOLE BOOKRUNNER 
 BNP PARIBAS SECURITIES CORP. 






 TABLE OF CONTENTS 
  


					
	 	  	Page
	 ARTICLE I

	 DEFINITIONS AND ACCOUNTING MATTERS

			
	 Section 1.01
	  	Terms Defined Above	  	2
	 Section 1.02
	  	Certain Defined Terms	  	2
	 Section 1.03
	  	Types of Loans and Borrowings	  	21
	 Section 1.04
	  	Terms Generally; Rules of Construction	  	21
	 Section 1.05
	  	Accounting Terms and Determinations; GAAP	  	22
	
	 ARTICLE II

	 THE CREDITS

			
	 Section 2.01
	  	Commitments	  	22
	 Section 2.02
	  	Loans and Borrowings	  	23
	 Section 2.03
	  	Requests for Borrowings	  	24
	 Section 2.04
	  	Interest Elections	  	25
	 Section 2.05
	  	Funding of Borrowings	  	26
	 Section 2.06
	  	Termination and Reduction of Aggregate Maximum Credit Amounts	  	27
	 Section 2.07
	  	Borrowing Base	  	27
	 Section 2.08
	  	Letters of Credit	  	30
	
	 ARTICLE III

	 PAYMENTS OF PRINCIPAL AND INTEREST; PREPAYMENTS; FEES

			
	 Section 3.01
	  	Repayment of Loans	  	34
	 Section 3.02
	  	Interest	  	35
	 Section 3.03
	  	Alternate Rate of Interest	  	35
	 Section 3.04
	  	Prepayments	  	36
	 Section 3.05
	  	Fees	  	37
	
	 ARTICLE IV

	 PAYMENTS; PRO RATA TREATMENT; SHARING OF SET-OFFS

			
	 Section 4.01
	  	Payments Generally; Pro Rata Treatment; Sharing of Set-offs	  	38
	 Section 4.02
	  	Presumption of Payment by the Borrower	  	39
	 Section 4.03
	  	Certain Deductions by the Administrative Agent	  	39
	 Section 4.04
	  	Disposition of Proceeds	  	40
	
	 ARTICLE V

	 INCREASED COSTS; BREAK FUNDING PAYMENTS; TAXES

			
	 Section 5.01
	  	Increased Costs	  	40
	 Section 5.02
	  	Break Funding Payments	  	41
	 Section 5.03
	  	Taxes	  	41
	 Section 5.04
	  	Mitigation Obligations; Replacement of Lenders	  	43








					
	 ARTICLE VI

	 CONDITIONS PRECEDENT

			
	 Section 6.01
	  	Effective Date	  	44
	 Section 6.02
	  	Each Credit Event	  	46
	
	 ARTICLE VII

	 REPRESENTATIONS AND WARRANTIES

			
	 Section 7.01
	  	Organization; Powers	  	47
	 Section 7.02
	  	Authority; Enforceability	  	47
	 Section 7.03
	  	Approvals; No Conflicts	  	48
	 Section 7.04
	  	Financial Condition; No Material Adverse Change	  	48
	 Section 7.05
	  	Litigation	  	49
	 Section 7.06
	  	Environmental Matters	  	49
	 Section 7.07
	  	Compliance with the Laws and Agreements; No Defaults	  	50
	 Section 7.08
	  	Investment Company Act	  	50
	 Section 7.09
	  	Taxes	  	50
	 Section 7.10
	  	ERISA	  	51
	 Section 7.11
	  	Disclosure; No Material Misstatements	  	51
	 Section 7.12
	  	Insurance	  	52
	 Section 7.13
	  	Restriction on Liens	  	52
	 Section 7.14
	  	Subsidiaries	  	52
	 Section 7.15
	  	Location of Business and Offices	  	52
	 Section 7.16
	  	Properties; Titles, Etc.	  	52
	 Section 7.17
	  	Maintenance of Properties	  	53
	 Section 7.18
	  	Gas Imbalances, Prepayments	  	54
	 Section 7.19
	  	Marketing of Production	  	54
	 Section 7.20
	  	Swap Agreements	  	54
	 Section 7.21
	  	Use of Loans and Letters of Credit	  	55
	 Section 7.22
	  	Solvency	  	55
	
	 ARTICLE VIII

	 AFFIRMATIVE COVENANTS

			
	 Section 8.01
	  	Financial Statements; Ratings Change; Other Information	  	55
	 Section 8.02
	  	Notices of Material Events	  	59
	 Section 8.03
	  	Existence; Conduct of Business	  	59
	 Section 8.04
	  	Payment of Obligations	  	59
	 Section 8.05
	  	Performance of Obligations under Loan Documents	  	59
	 Section 8.06
	  	Operation and Maintenance of Properties	  	60
	 Section 8.07
	  	Insurance	  	60
	 Section 8.08
	  	Books and Records; Inspection Rights	  	60
	 Section 8.09
	  	Compliance with Laws	  	61
	 Section 8.10
	  	Environmental Matters	  	61
	 Section 8.11
	  	Further Assurances	  	62
	 Section 8.12
	  	Reserve Reports	  	62
	 Section 8.13
	  	Title Information	  	63
	 Section 8.14
	  	Additional Collateral; Additional Guarantors	  	64
	 Section 8.15
	  	ERISA Compliance	  	65
	 Section 8.16
	  	Swap Agreements	  	65
	 Section 8.17
	  	Unrestricted Subsidiaries	  	65








					
	 Section 8.18
	  	Marketing Activities	  	66
	
	 ARTICLE IX

	 NEGATIVE COVENANTS

			
	 Section 9.01
	  	Financial Covenants	  	66
	 Section 9.02
	  	Debt	  	67
	 Section 9.03
	  	Liens	  	68
	 Section 9.04
	  	Dividends, Distributions and Redemptions; Repayment of Senior Notes	  	68
	 Section 9.05
	  	Investments, Loans and Advances	  	69
	 Section 9.06
	  	Designation and Conversion of Restricted and Unrestricted Subsidiaries; Debt of Unrestricted Subsidiaries	  	70
	 Section 9.07
	  	Nature of Business; International Operations	  	71
	 Section 9.08
	  	Limitation on Leases	  	71
	 Section 9.09
	  	Proceeds of Loans	  	71
	 Section 9.10
	  	ERISA Compliance	  	71
	 Section 9.11
	  	Sale or Discount of Receivables	  	72
	 Section 9.12
	  	Merger, Etc.	  	72
	 Section 9.13
	  	Sale of Properties	  	72
	 Section 9.14
	  	Environmental Matters	  	73
	 Section 9.15
	  	Transactions with Affiliates	  	73
	 Section 9.16
	  	Subsidiaries	  	73
	 Section 9.17
	  	Negative Pledge Agreements; Dividend Restrictions	  	74
	 Section 9.18
	  	Gas Imbalances, Take-or-Pay or Other Prepayments	  	74
	 Section 9.19
	  	Swap Agreements	  	74
	
	 ARTICLE X

	 EVENTS OF DEFAULT; REMEDIES

			
	 Section 10.01
	  	Events of Default	  	75
	 Section 10.02
	  	Remedies	  	77
	
	 ARTICLE XI

	 THE AGENTS

			
	 Section 11.01
	  	Appointment; Powers	  	77
	 Section 11.02
	  	Duties and Obligations of Administrative Agent	  	78
	 Section 11.03
	  	Action by Administrative Agent	  	78
	 Section 11.04
	  	Reliance by Administrative Agent	  	79
	 Section 11.05
	  	Subagents	  	79
	 Section 11.06
	  	Resignation or Removal of Agents	  	79
	 Section 11.07
	  	Agents as Lenders	  	80
	 Section 11.08
	  	No Reliance	  	80
	 Section 11.09
	  	Administrative Agent May File Proofs of Claim	  	80
	 Section 11.10
	  	Authority of Administrative Agent to Release Collateral and Liens	  	81
	 Section 11.11
	  	The Arranger, the Co-Syndication Agents and the Co-Documentation Agents	  	81
	
	 ARTICLE XII

	 MISCELLANEOUS

			
	 Section 12.01
	  	Notices	  	81








					
	 Section 12.02
	  	Waivers; Amendments	  	82
	 Section 12.03
	  	Expenses, Indemnity; Damage Waiver	  	83
	 Section 12.04
	  	Successors and Assigns	  	86
	 Section 12.05
	  	Survival; Revival; Reinstatement	  	89
	 Section 12.06
	  	Counterparts; Integration; Effectiveness	  	89
	 Section 12.07
	  	Severability	  	90
	 Section 12.08
	  	Right of Setoff	  	90
	 Section 12.09
	  	GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS	  	90
	 Section 12.10
	  	Headings	  	91
	 Section 12.11
	  	Confidentiality	  	92
	 Section 12.12
	  	Interest Rate Limitation	  	92
	 Section 12.13
	  	EXCULPATION PROVISIONS	  	93
	 Section 12.14
	  	Collateral Matters; Swap Agreements	  	94
	 Section 12.15
	  	No Third Party Beneficiaries	  	94
	 Section 12.16
	  	USA Patriot Act Notice	  	94







 ANNEXES, EXHIBITS AND SCHEDULES 
  

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







 THIS THIRD AMENDED AND RESTATED SENIOR REVOLVING CREDIT AGREEMENT dated as of September 10,
2008 is among: Petrohawk Energy Corporation, a corporation duly formed and existing under the laws of the State of Delaware (the “Borrower”); each of the Lenders from time to time party hereto; BNP Paribas (in its individual
capacity, “BNP Paribas”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”); Bank of America, N.A. and BMO Capital Markets
Financing, Inc., as co-syndication agents for the Lenders (in such capacity, together with their successors in such capacity, the “Co-Syndication Agent”); and JPMorgan Chase Bank, N.A., Wells Fargo Bank, N.A. and Fortis Capital
Corp. as co-documentation agents for the Lenders (in such capacity, together with their successors in such capacity, the “Co-Documentation Agents”). 
 R E C I T A L S 
 A. The Borrower, the Administrative Agent and other agents and lenders party
thereto have entered that certain Amended and Restated Senior Revolving Credit Agreement dated as of July 28, 2005, as amended by that certain First Amendment to Amended and Restated Senior Revolving Credit Agreement dated as of
November 16, 2005 and the Second Amendment to Amended and Restated Senior Revolving Credit Agreement dated as of January 27, 2006, pursuant to which such lenders provided certain loans and extensions of credit to the Borrower (the
“Original Credit Agreement”). 
 B. To amend and restate and extend the maturity of the Original Credit Agreement, the
Borrower, the Administrative Agent and other agents and lenders party thereto have entered that certain Second Amended and Restated Senior Revolving Credit Agreement dated as of July 12, 2006, as amended by that certain First Amendment to
Amended and Restated Senior Revolving Credit Agreement dated as of July 24, 2006, that Second Amendment to Amended and Restated Senior Revolving Credit Agreement dated as of May 8, 2007, that Third Amendment to Amended and Restated Senior
Revolving Credit Agreement dated as of July 25, 2007, that Fourth Amendment to Amended and Restated Senior Revolving Credit Agreement dated as of October 15, 2007, that Fifth Amendment to Amended and Restated Senior Revolving Credit
Agreement dated as of February 5, 2008, and that Sixth Amendment to Amended and Restated Senior Revolving Credit Agreement dated as of May 5, 2008, pursuant to which such lenders provided certain loans and extensions of credit to the
Borrower (as renewed, extended, amended or restated from time to time, the “Existing Credit Agreement”). 
 C. The Borrower
has requested the Lenders, and the Lenders have agreed, to amend and restate the Existing Credit Agreement subject to the terms and conditions of this Agreement. 






 D. In consideration of the mutual covenants and agreements herein contained and of the loans, extensions
of credit and commitments hereinafter referred to, the parties hereto agree as follows: 
 ARTICLE I 
 Definitions and Accounting Matters 
 Section 1.01 Terms Defined Above. As used in this Agreement, each term defined above has the meaning indicated above. 
 Section 1.02 Certain Defined Terms. As used in this Agreement, the following terms have the meanings specified below: 
 “ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate. 
 “Adjusted LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum (rounded
upwards, if necessary, to the next 1/100 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate. 
 “Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent. 
 “Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the
Person specified. 
 “Agents” means, collectively, the Administrative Agent, the Co-Syndication Agents and the
Co-Documentation Agents; and “Agent” shall mean either the Administrative Agent, any Co-Syndication Agent or any Co-Documentation Agent, as the context requires. 
 “Aggregate Maximum Credit Amounts” at any time shall equal the sum of the Maximum Credit Amounts, as the same may be reduced or
terminated pursuant to Section 2.06. 
 “Agreement” means this Third Amended and Restated Senior Revolving Credit
Agreement, as the same may from time to time be amended, modified, supplemented or restated. 
 “Alternate Base
Rate” means, for any day, a rate per annum equal to the greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus  1/2 of 1%. Any change in the Alternate Base Rate due to a change in the Prime Rate
or the Federal Funds Effective Rate shall be effective from and including the effective date of such change in the Prime Rate or the Federal Funds Effective Rate, respectively. 
 “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 Borrowing Base Utilization Grid below based upon the Borrowing Base Utilization Percentage then in effect: 
  

													
	 Borrowing Base
 Utilization Percentage
	  	<50%	 	 	350%
<75%	 	 	375%
<90%	 	 	390%	 
	 LIBOR Margin
	  	1.250	% 	 	1.500	% 	 	1.750	% 	 	2.000	% 
	 ABR Margin
	  	0.000	% 	 	0.000	% 	 	0.250	% 	 	0.500	% 
	 Commitment Fee Rate
	  	0.300	% 	 	0.375	% 	 	0.375	% 	 	0.375	% 

  

 2 







 Each change in the Applicable Margin or Commitment Fee Rate shall apply during the period commencing on
the effective date of such change and ending on the date immediately preceding the effective date of the next such change, provided, however, that if at any time the Borrower fails to deliver a Reserve Report pursuant to Section 8.12(a), then
the “Applicable Margin” or “Commitment Fee Rate” means the rate per annum set forth on the grid when the Borrowing Base Utilization Percentage is at its highest level. 
 “Applicable Percentage” means, with respect to any Lender, the percentage of the Aggregate Maximum Credit Amounts represented by such
Lender’s Maximum Credit Amount as such percentage is set forth on Annex I. 
 “Approved Counterparty” means
(a) any Lender or any Affiliate of a Lender or (b) any other Person whose long term senior unsecured debt rating is A-/A3 by S&P or Moody’s (or their equivalent) or higher. 
 “Approved Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans
and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a
Lender. 
 “Approved Petroleum Engineers” means Netherland, Sewell & Associates, Inc. and any other independent
petroleum engineers reasonably acceptable to the Administrative Agent. 
 “Arranger” means BNP Paribas Securities Corp., in
its capacity as the sole lead arranger and sole bookrunner hereunder. 
 “Assignment and Assumption” means an assignment and
assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 12.04(b)), and accepted by the Administrative Agent, in the form of Exhibit G or any other form approved by the
Administrative Agent. 
 “Availability Period” means the period from and including the Effective Date to but excluding the
Termination Date. 
 “Board” means the Board of Governors of the Federal Reserve System of the United States of America or
any successor Governmental Authority. 
 “Borrowing” means Loans of the same Type, made, converted or continued on the same
date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect. 
  

 3 







 “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 8.13(c) or Section 9.13(e). 
 “Borrowing Base Utilization Percentage” means, as of any day, the fraction expressed as a percentage, the numerator of which is the sum of the Revolving Credit Exposures of the Lenders on such day, and the denominator of
which is the Borrowing Base in effect on such day. 
 “Borrowing Request” means a request by the Borrower for a Borrowing in
accordance with Section 2.03. 
 “Business Day” means any day that is not a Saturday, Sunday or other day on which
commercial banks in New York City or Houston, Texas are authorized or required by law to remain closed; and if such day relates to a Borrowing or continuation of, a payment or prepayment of principal of or interest on, or a conversion of or into, or
the Interest Period for, a Eurodollar Loan or a notice by the Borrower with respect to any such Borrowing or continuation, payment, prepayment, conversion or Interest Period, any day which is also a day on which dealings in dollar deposits are
carried out in the London interbank market. 
 “Capital Leases” means, in respect of any Person, all leases which shall have
been, or should have been, in accordance with GAAP, recorded as capital leases on the balance sheet of the Person liable (whether contingent or otherwise) for the payment of rent thereunder. 
 “Cash Equivalent” means cash held in US dollars and all Investments of the type identified in Section 9.05(c). 
 “Casualty Event” means any loss, casualty or other insured damage to, or any nationalization, taking under power of eminent domain or by
condemnation or similar proceeding of, any Property of the Borrower or any of its Restricted Subsidiaries having a fair market value in excess of $25,000,000. 
 “Change in Control” means: (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934
and the rules of the SEC thereunder as in effect on the date hereof) of Equity Interests representing more than 35% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Borrower,
(b) occupation of a majority of the seats (other than vacant seats) on the board of directors of the Borrower by Persons who were neither (i) nominated by the board of directors of the Borrower nor (ii) appointed by directors so
nominated or (c) the acquisition of direct or indirect Control of the Borrower by any Person. 
 “Change in Law” means
(a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement
or (c) compliance by any Lender or the Issuing Bank (or, for purposes of Section 5.01(b)), by any lending office of such Lender or by such Lender’s or the Issuing Bank’s holding company, if any) with any request, guideline or
directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement. 
  

 4 







 “Code” means the Internal Revenue Code of 1986, as amended from time to time, and any
successor statute. 
 “Commitment” means, with respect to each Lender, the commitment of such Lender to make Loans and to
acquire participations in Letters of Credit hereunder, expressed as an amount representing the maximum aggregate amount of such Lender’s Revolving Credit Exposure hereunder, as such commitment may be (a) modified from time to time pursuant
to Section 2.06 and (b) modified from time to time pursuant to assignments by or to such Lender pursuant to Section 12.04(b). The amount representing each Lender’s Commitment shall at any time be the lesser of such Lender’s
Maximum Credit Amount and such Lender’s Applicable Percentage of the then effective Borrowing Base, provided that, with regard to an increase in a Borrowing Base that is approved by the Required Lenders, if a Lender does not approve such
increase, then such Lender’s Commitment shall not exceed such Lender’s Applicable Percentage of the most recent Borrowing Base approved by such Lender. 
 “Commitment Fee Rate” has the meaning set forth in the definition of “Applicable Margin”. 
 “Consolidated Net Income” means with respect to the Borrower and the Consolidated Restricted Subsidiaries, for any period, the aggregate of the net income (or loss) of the Borrower and the
Consolidated Restricted Subsidiaries after allowances for taxes for such period determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded from such net income (to the extent otherwise included therein) the
following: (a) the net income of any Person in which the Borrower or any Consolidated Restricted Subsidiary has an interest (which interest does not cause the net income of such other Person to be consolidated with the net income of the
Borrower and the Consolidated Restricted Subsidiaries in accordance with GAAP), except to the extent of the amount of dividends or distributions actually paid in cash during such period by such other Person to the Borrower or to a Consolidated
Restricted Subsidiary, as the case may be; (b) the net income (but not loss) during such period of any Consolidated Restricted Subsidiary to the extent that the declaration or payment of dividends or similar distributions or transfers or loans
by that Consolidated Restricted Subsidiary is not at the time permitted by operation of the terms of its charter or any agreement, instrument or Governmental Requirement applicable to such Consolidated Restricted Subsidiary or is otherwise
restricted or prohibited, in each case determined in accordance with GAAP; (c) any extraordinary non-cash gains or losses during such period and (d) any gains or losses attributable to writeups or writedowns of assets, including ceiling
test writedowns; and provided further that if the Borrower or any Consolidated Restricted Subsidiary shall acquire or dispose of any Property during such period or a Subsidiary shall be redesignated as either an Unrestricted Subsidiary or a
Restricted Subsidiary, then Consolidated Net Income shall be calculated after giving pro forma effect to such acquisition, merger, disposition or redesignation, as if such acquisition, merger, disposition or redesignation had occurred on the
first day of such period. 
 “Consolidated Restricted Subsidiaries” means any Restricted Subsidiaries that are Consolidated
Subsidiaries. 
 “Consolidated Subsidiaries” means each Subsidiary of the Borrower (whether now existing or hereafter
created or acquired) the financial statements of which shall be (or should have been) consolidated with the financial statements of the Borrower in accordance with GAAP. 
  


 5 







 “Consolidated Unrestricted Subsidiaries” means any Unrestricted Subsidiaries that are
Consolidated Subsidiaries. 
 “Control” means the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. For the purposes of this definition, and without limiting the generality of the foregoing, any Person that owns
directly or indirectly 10% or more of the Equity Interests having ordinary voting power for the election of the directors or other governing body of a Person (other than as a limited partner of such other Person) will be deemed to
“control” such other Person. “Controlling” and “Controlled” have meanings correlative thereto. 
 “Current Production” means, for each month, the lesser of (a) the prior month’s production of crude oil and natural gas, calculated on a natural gas equivalent basis, of the Borrower and its Restricted
Subsidiaries and (b) the internally forecasted production of crude oil and natural gas, calculated on a natural gas equivalent basis, of the Borrower and its Restricted Subsidiaries for each month for the next 48 months. 
 “Debt” means, for any Person, the sum of the following (without duplication): (a) all obligations of such Person for borrowed money
or evidenced by bonds, bankers’ acceptances, debentures, notes or other similar instruments; (b) all obligations of such Person (whether contingent or otherwise) in respect of letters of credit, surety or other bonds and similar
instruments; (c) all accounts payable and all accrued expenses, liabilities or other obligations of such Person to pay the deferred purchase price of Property or services; (d) all obligations under Capital Leases; (e) all obligations
under Synthetic Leases; (f) all Debt (as defined in the other clauses of this definition) of others secured by (or for which the holder of such Debt has an existing right, contingent or otherwise, to be secured by) a Lien on any Property of
such Person, whether or not such Debt is assumed by such Person; (g) all Debt (as defined in the other clauses of this definition) of others guaranteed by such Person or in which such Person otherwise assures a creditor against loss of the Debt
(howsoever such assurance shall be made) to the extent of the lesser of the amount of such Debt and the maximum stated amount of such guarantee or assurance against loss; (h) all obligations or undertakings of such Person to maintain or cause
to be maintained the financial position or covenants of others or to purchase the Debt or Property of others; (i) obligations to deliver commodities, goods or services, including, without limitation, Hydrocarbons, in consideration of one or
more advance payments for periods in excess of 120 days prior to the day of delivery, other than gas balancing arrangements in the ordinary course of business; (j) obligations to pay for goods or services whether or not such goods or services
are actually received or utilized by such Person; (k) any Debt of a partnership for which such Person is liable either by agreement, by operation of law or by a Governmental Requirement but only to the extent of such liability;
(l) Disqualified Capital Stock; and (m) the undischarged balance of any production payment created by such Person or for the creation of which such Person directly or indirectly received payment. The Debt of any Person shall include all
obligations of such Person of the character described above to the extent such Person remains legally liable in respect thereof notwithstanding that any such obligation is not included as a liability of such Person under GAAP; provided, however, the
contingent obligations of Borrower or any 

  

 6 







 
Subsidiary of Borrower pursuant to any purchase and sale agreement, stock purchase agreement, merger agreement or similar agreement shall not constitute
“Debt” within this definition so long as none of the same contains an obligation to pay money over time. 
 “Default” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default. 
 “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 one year after the earlier of (a) the Maturity Date and (b) the date on which there are no Loans, LC Exposure or other obligations hereunder outstanding and all of the Commitments are terminated.

 “dollars” or “$” refers to lawful money of the United States of America. 
 “Domestic Subsidiary” means any Restricted Subsidiary that is organized under the laws of the United States of America or any state
thereof or the District of Columbia. 
 “EBITDA” means, for any period, the sum of Consolidated Net Income for such period
plus the following expenses or charges to the extent deducted from Consolidated Net Income in such period: interest, income taxes, depreciation, depletion, amortization and all other non-cash charges, minus all non-cash income to the extent included
in Consolidated Net Income. 
 “Effective Date” means the date on which the conditions specified in Section 6.01 are
satisfied (or waived in accordance with Section 12.02). 
 “Engineering Reports” has the meaning assigned such term in
Section 2.07(c)(i). 
 “Environmental Laws” means any and all Governmental Requirements pertaining in any way to
health, safety the environment or the preservation or reclamation of natural resources, in effect in any and all jurisdictions in which the Borrower or any Restricted Subsidiary is conducting or at any time has conducted business, or where any
Property of the Borrower or any Restricted Subsidiary is located, including without limitation, the Oil Pollution Act of 1990 (“OPA”), as amended, the Clean Air Act, as amended, the Comprehensive Environmental, Response,
Compensation, and Liability Act of 1980 (“CERCLA”), as amended, the Federal Water Pollution Control Act, as amended, the Occupational Safety and Health Act of 1970, as amended, the Resource Conservation and Recovery Act of 1976
(“RCRA”), as amended, the Safe Drinking Water Act, as amended, the Toxic Substances Control Act, as amended, the Superfund Amendments and Reauthorization Act of 1986, as amended, the Hazardous Materials Transportation Act, as
amended, and other environmental conservation or protection Governmental Requirements. The term “oil” shall have the meaning specified in OPA, the terms “hazardous substance” and “release” (or
“threatened release”) have the meanings specified in CERCLA, the terms “solid waste” and “disposal” (or “disposed”) have the meanings specified in 

  

 7 







 
RCRA and the term “oil and gas waste” shall have the meaning specified in Section 91.1011 of the Texas Natural Resources Code
(“Section 91.1011”); provided, however, that (a) in the event either OPA, CERCLA, RCRA or Section 91.1011 is amended so as to broaden the meaning of any term defined thereby, such broader meaning shall apply subsequent to
the effective date of such amendment and (b) to the extent the laws of the state or other jurisdiction in which any Property of the Borrower or any Restricted Subsidiary is located establish a meaning for “oil,”
“hazardous substance,” “release,” “solid waste,” “disposal” or “oil and gas waste” which is broader than that specified in either OPA, CERCLA, RCRA or
Section 91.1011, such broader meaning shall apply. 
 “Equity Interests” means shares of capital stock, partnership
interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such
Equity Interest. 
 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and any successor
statute. 
 “ERISA Affiliate” means each trade or business (whether or not incorporated) which together with the Borrower or
a Subsidiary would be deemed to be a “single employer” within the meaning of section 4001(b)(1) of ERISA or subsections (b), (c), (m) or (o) of section 414 of the Code. 
 “Eurodollar”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are
bearing interest at a rate determined by reference to the Adjusted LIBO Rate. 
 “Event of Default” has the meaning assigned
such term in Section 10.01. 
 “Excepted Liens” means: (a) Liens for Taxes, assessments or other governmental
charges or levies which are not delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP; (b) Liens in connection with workers’ compensation,
unemployment insurance or other social security, old age pension or public liability obligations which are not delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in
accordance with GAAP; (c) statutory landlord’s liens, operators’, vendors’, carriers’, warehousemen’s, repairmen’s, mechanics’, suppliers’, workers’, materialmen’s, construction or other like
Liens arising by operation of law in the ordinary course of business or incident to the exploration, development, operation and maintenance of Oil and Gas Properties each of which is in respect of obligations that are not delinquent or which are
being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP; (d) contractual Liens which arise in the ordinary course of business under operating agreements, joint venture
agreements, oil and gas partnership agreements, oil and gas leases, farm-out agreements, division orders, contracts for the sale, transportation or exchange of oil and natural gas, unitization and pooling declarations and agreements, area of mutual
interest agreements, overriding royalty agreements, marketing agreements, processing agreements, net profits agreements, development agreements, gas balancing or deferred 

  

 8 







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

  

 9 







 
designates a new lending office) or is attributable to such Foreign Lender’s failure to comply with Section 5.03(e), except to the extent that such
Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts with respect to such withholding tax pursuant to Section 5.03 or Section 5.03(c).

 “Existing Credit Agreement” has the meaning assigned such term in Recital B. 
 “Federal Funds Effective Rate” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the
rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so
published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of
recognized standing selected by it. 
 “Financial Officer” means, for any Person, the chief financial officer, principal
accounting officer, treasurer or controller of such Person. Unless otherwise specified, all references herein to a Financial Officer means a Financial Officer of the Borrower. 
 “Financial Statements” means the financial statement or statements of the Borrower and its Consolidated Subsidiaries referred to in
Section 7.04(a). 
 “Foreign Lender” means any Lender that is organized under the laws of a jurisdiction other than
that in which the Borrower is located. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction. 
 “Foreign Subsidiary” means any Restricted Subsidiary that is not a Domestic Subsidiary. 
 “GAAP” means generally accepted accounting principles in the United States of America as in effect from time to time subject to the
terms and conditions set forth in Section 1.05. 
 “Gas Balancing Obligations” means those obligations set forth on
Schedule 7.18. 
 “Governmental Authority” means the government of the United States of America, any other nation or any
political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or
functions of or pertaining to government over the Borrower, any Restricted Subsidiary, any of their Properties, any Agent, the Issuing Bank or any Lender. 
 “Governmental Requirement” means any law, statute, code, ordinance, order, determination, rule, regulation, judgment, decree, injunction, franchise, permit, certificate, license, authorization or
other directive or requirement, whether now or hereinafter in effect, including, without limitation, Environmental Laws, energy regulations and occupational, safety and health standards or controls, of any Governmental Authority. 
  

 10 







 “Guarantors” means, collectively: 
 (a) as of the Effective Date, each of the following: 
  

	 	•	 	 Petrohawk Operating Company, a Texas corporation; 


  

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


  

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


  

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


  

	 	•	 	 Petrohawk Properties, LP, a Texas limited partnership; 


  

	 	•	 	 Winwell Resources, Inc., a Louisiana corporation; 


  

	 	•	 	 WSF, Inc., a Louisiana corporation; 


  

	 	•	 	 KCS Resources, Inc., a Delaware corporation; 


  

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


  

	 	•	 	 Medallion California Properties Company, a Texas corporation; 


  

	 	•	 	 Proliq, Inc., a New Jersey corporation; 


  

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


  

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


  

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


 (b) each other Material Domestic Subsidiary or other Domestic Subsidiary that guarantees the Indebtedness pursuant to Section 8.14(b). 
 “Guaranty Agreement” means an agreement executed by the Guarantors in form and substance reasonably acceptable to the Administrative
Agent and the Guarantors, unconditionally guarantying on a joint and several basis, payment of the Indebtedness, as the same may be amended, modified or supplemented from time to time. 
 “Highest Lawful Rate” means, with respect to each Lender, the maximum nonusurious interest rate, if any, that at any time or from time
to time may be contracted for, taken, reserved, charged or received on the Loans or on other Indebtedness under laws applicable to such Lender which are presently in effect or, to the extent allowed by law, under such applicable laws which may
hereafter be in effect and which allow a higher maximum nonusurious interest rate than applicable laws allow as of the date hereof. 
  

 11 







 “Hydrocarbon Interests” means all rights, titles, interests and estates now or hereafter
acquired in and to oil and gas leases, oil, gas and mineral leases, or other liquid or gaseous hydrocarbon leases, mineral fee interests, overriding royalty and royalty interests, net profit interests and production payment interests, including any
reserved or residual interests of whatever nature. 
 “Hydrocarbons” means oil, gas, casinghead gas, drip gasoline, natural
gasoline, condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons and all products refined or separated therefrom. 
 “Indebtedness” means any and all amounts owing or to be owing by the Borrower, any Restricted Subsidiary or any Guarantor: (a) to the Administrative Agent, the Issuing Bank or any Lender under any Loan Document,
(b) to any Lender or any Affiliate of a Lender under any Swap Agreement between the Borrower or any Restricted Subsidiary and such Lender or Affiliate of a Lender while such Person (or in the case of its Affiliate, the Person affiliated
therewith) is a Lender hereunder and (c) all renewals, extensions and/or rearrangements of any of the above. 
 “Indemnified
Taxes” means Taxes other than Excluded Taxes. 
 “Initial Reserve Report” means the report of the Borrower prepared
by or under the supervision of its chief reserve engineer with respect to the proved Oil and Gas Properties of the Borrower and its Restricted Subsidiaries as of June 30, 2008. 
 “Interest Election Request” means a request by the Borrower to convert or continue a Borrowing in accordance with Section 2.04.

 “Interest Expense” means, for any period, the sum (determined without duplication) of the aggregate of (i) all cash
dividends paid on the Borrower’s preferred Equity Interests and (ii) gross interest expense of the Borrower and the Consolidated Restricted Subsidiaries for such period, including to the extent included in interest expense under GAAP:
(a) amortization of debt discount, (b) capitalized interest and (c) the portion of any payments or accruals under Capital Leases allocable to interest expense, plus the portion of any payments or accruals under Synthetic Leases
allocable to interest expense whether or not the same constitutes interest expense under GAAP. 
 “Interest Payment Date”
means (a) with respect to any ABR Loan, the last day of each March, June, September and December and (b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and,
in the case of a Eurodollar Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such
Interest Period. 
 “Interest Period” means with respect to any Eurodollar Borrowing, the period commencing on the date of
such Borrowing and ending on the numerically corresponding day in the calendar month that is one, two, three or six months (or, with the consent of each Lender, nine or twelve months) thereafter, as the Borrower may elect; provided, that (a) if
any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to 

  

 12 







 
the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end
on the next preceding Business Day and (b) any Interest Period pertaining to a Eurodollar Borrowing that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last
calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter
shall be the effective date of the most recent conversion or continuation of such Borrowing. 
 “Interim Redetermination”
has the meaning assigned such term in Section 2.07(b). 
 “Interim Redetermination Date” means the date on which a
Borrowing Base that has been redetermined pursuant to an Interim Redetermination becomes effective as provided in Section 2.07(d). 
 “Investment” means, for any Person: (a) the acquisition (whether for cash, Property, services or securities or otherwise) of Equity Interests of any other Person or any agreement to make any such acquisition
(including, without limitation, any “short sale” or any sale of any securities at a time when such securities are not owned by the Person entering into such short sale); (b) the making of any deposit with, or advance, loan or other
extension of credit to, any other Person (including the purchase of Property from another Person subject to an understanding or agreement, contingent or otherwise, to resell such Property to such Person, but excluding any such advance, loan or
extension of credit having a term not exceeding ninety (90) days representing the purchase price of inventory or supplies sold by such Person in the ordinary course of business) or (c) the entering into of any guarantee of, or other
contingent obligation (including the deposit of any Equity Interests to be sold) with respect to, Debt or other liability of any other Person and (without duplication) any amount committed to be advanced, lent or extended to such Person. 

“Issuing Bank” means BNP Paribas, in its capacity as the issuer of Letters of Credit hereunder, and its successors in such capacity
as provided in Section 2.08(i). The Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of the Issuing Bank, in which case the term “Issuing Bank” shall include any such
Affiliate with respect to Letters of Credit issued by such Affiliate. 
 “Knowledge” means, with respect to an individual,
his or her actual knowledge and with respect to any corporation, limited liability company, partnership or other business entity, the actual knowledge of any officer, general partner or individual being a member of the executive management of such
entity. 
 “LC Commitment” at any time means One Hundred Million Dollars ($100,000,000). 
 “LC Disbursement” means a payment made by the Issuing Bank pursuant to a Letter of Credit. 
 “LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time
plus (b) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time. The LC Exposure of any Lender at any time shall be its Applicable Percentage of the total LC Exposure at such
time. 
  

 13 







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

 14 







 “Majority Lenders” means, at any time while no Loans or LC Exposure is outstanding,
Lenders having at least sixty-six and two-thirds percent (66-2/3%) of the Aggregate Maximum Credit Amounts; and at any time while any Loans or LC Exposure is outstanding, Lenders holding at least sixty-six and two-thirds percent (66-2/3%) of the
outstanding aggregate principal amount of the Loans or participation interests in Letters of Credit (without regard to any sale by a Lender of a participation in any Loan under Section 12.04(c)). 
 “Material Adverse Effect” means a material adverse effect on (a) the business, operations, Property, condition (financial or
otherwise) or prospects of the Borrower and the Restricted Subsidiaries taken as a whole, (b) the ability of the Borrower, any Restricted Subsidiary or any Guarantor to perform any of its obligations under any Loan Document, (c) the
validity or enforceability of any Loan Document or (d) the rights and remedies of or benefits available to the Administrative Agent, any other Agent, the Issuing Bank or any Lender under any Loan Document. 
 “Material Domestic Subsidiary” means, as of any date, any Domestic Subsidiary that (a) is a Wholly-Owned Subsidiary and
(b) together with its Restricted Subsidiaries, owns Property having a fair market value of $1,000,000 or more. 
 “Material
Indebtedness” means Debt (other than the Loans and Letters of Credit), or obligations in respect of one or more Swap Agreements, of any one or more of the Borrower and its Restricted Subsidiaries in an aggregate principal amount exceeding
$10,000,000. For purposes of determining Material Indebtedness, the “principal amount” of the obligations of the Borrower or any Restricted Subsidiary in respect of any Swap Agreement at any time shall be the maximum aggregate amount
(giving effect to any netting agreements) that the Borrower or such Subsidiary would be required to pay if such Swap Agreement were terminated at such time. 
 “Maturity Date” means July 1, 2013. 
 “Maximum Credit Amount” means,
as to each Lender, the amount set forth opposite such Lender’s name on Annex I under the caption “Maximum Credit Amounts”, as the same may be (a) reduced or terminated from time to time in connection with a reduction or
termination of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b) or (b) modified from time to time pursuant to any assignment permitted by Section 12.04(b). 
 “Moody’s” means Moody’s Investors Service, Inc. and any successor thereto that is a nationally recognized rating agency.

 “Mortgaged Property” means any Property owned by the Borrower or any Guarantor which is subject to the Liens existing and
to exist under the terms of the Security Instruments. 
 “Multiemployer Plan” means a Plan which is a multiemployer plan as
defined in section 3(37) or 4001 (a)(3) of ERISA. 
 “Net Cash Proceeds” means in connection with any issuance or sale of
Equity Interests or Debt securities or instruments or the incurrence of loans, the cash proceeds received from such issuance or incurrence, net of attorneys’ fees, investment banking fees, accountants’ fees, underwriting discounts and
commissions and other customary fees and expenses actually incurred in connection therewith. 
  

 15 







 “New Borrowing Base Notice” has the meaning assigned such term in Section 2.07(d).

 “Non-Recourse Debt” means any Debt of any Unrestricted Subsidiary, in each case in respect of which: (a) the holder
or holders thereof (i) shall have recourse only to, and shall have the right to require the obligations of such Unrestricted Subsidiary to be performed, satisfied, and paid only out of, the Property of such Unrestricted Subsidiary and/or one or
more of its Subsidiaries (but only to the extent that such Subsidiaries are Unrestricted Subsidiaries) and/or any other Person (other than Borrower and/or any Restricted Subsidiary) and (ii) shall have no direct or indirect recourse (including
by way of guaranty, support or indemnity) to the Borrower or any Restricted Subsidiary or to any of the Property of Borrower or any Restricted Subsidiary, whether for principal, interest, fees, expenses or otherwise; and (b) the terms and
conditions relating to the non-recourse nature of such Debt are in form and substance reasonably acceptable to the Administrative Agent. 
 “Notes” means the promissory notes of the Borrower as requested by a Lender and described in Section 2.02(d) and being substantially in the form of Exhibit A, together with all amendments, modifications, replacements,
extensions and rearrangements thereof. 
 “Oil and Gas Properties” means (a) Hydrocarbon Interests; (b) the
Properties now or hereafter pooled or unitized with Hydrocarbon Interests; (c) all presently existing or future unitization, pooling agreements and declarations of pooled units and the units created thereby (including without limitation all
units created under orders, regulations and rules of any Governmental Authority) which may affect all or any portion of the Hydrocarbon Interests; (d) all operating agreements, contracts and other agreements, including production sharing
contracts and agreements, which relate to any of the Hydrocarbon Interests or the production, sale, purchase, exchange or processing of Hydrocarbons from or attributable to such Hydrocarbon Interests; (e) all Hydrocarbons in and under and which
may be produced and saved or attributable to the Hydrocarbon Interests, including all oil in tanks, and all rents, issues, profits, proceeds, products, revenues and other incomes from or attributable to the Hydrocarbon Interests; (f) all
tenements, hereditaments, appurtenances and Properties in any manner appertaining, belonging, affixed or incidental to the Hydrocarbon Interests and (g) all Properties, rights, titles, interests and estates described or referred to above,
including any and all Property, real or personal, now owned or hereinafter acquired and situated upon, used, held for use or useful in connection with the operating, working or development of any of such Hydrocarbon Interests or Property (excluding
drilling rigs, automotive equipment, rental equipment or other personal Property which may be on such premises for the purpose of drilling a well or for other similar temporary uses) and including any and all oil wells, gas wells, injection wells or
other wells, buildings, structures, fuel separators, liquid extraction plants, plant compressors, pumps, pumping units, field gathering systems, tanks and tank batteries, fixtures, valves, fittings, machinery and parts, engines, boilers, meters,
apparatus, equipment, appliances, tools, implements, cables, wires, towers, casing, tubing and rods, surface leases, rights-of-way, easements and servitudes together with all additions, substitutions, replacements, accessions and attachments to any
and all of the foregoing. 
  

 16 







 “Other Taxes” means any and all present or future stamp or documentary taxes or any
other excise or Property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement and any other Loan Document. 
 “Participant” has the meaning set forth in Section 12.04(c)(i). 
 “Permitted Refinancing Debt” means Debt (for purposes of this definition, “new Debt”) incurred in exchange for, or
proceeds of which are used to refinance, all or any Senior Notes (the “Refinanced Debt”); provided that (a) such new Debt is in an aggregate principal amount not in excess of the aggregate principal amount then outstanding of
the Refinanced Debt (or, if the Refinanced Debt is exchanged or acquired for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration thereof, such lesser amount); (b) such new Debt has a stated
maturity no earlier than the stated maturity of the Refinanced Debt and an average life no shorter than the average life of the Refinanced Debt; (c) such new Debt does not contain any covenants which are materially more onerous to the Borrower
and its Restricted Subsidiaries than those imposed by the Refinanced Debt and (d) such new Debt (and any guarantees thereof) is subordinated in right of payment to the Indebtedness (or, if applicable, the Guaranty Agreement) to at least the
same extent as the Refinanced Debt and is otherwise subordinated on terms substantially reasonably satisfactory to the Administrative Agent. 
 “Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity. 
 “Plan” means any employee pension benefit plan, as defined in section 3(2) of ERISA, which (a) is currently or hereafter sponsored,
maintained or contributed to by the Borrower, a Subsidiary or an ERISA Affiliate or (b) was at any time during the six calendar years preceding the date hereof, sponsored, maintained or contributed to by the Borrower or a Subsidiary or an ERISA
Affiliate. 
 “Prime Rate” means the rate of interest per annum publicly announced from time to time by the Administrative
Agent as its prime rate in effect at its principal office in New York City; each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective. Such rate is set by the Administrative
Agent as a general reference rate of interest, taking into account such factors as the Administrative Agent may deem appropriate; it being understood that many of the Administrative Agent’s commercial or other loans are priced in relation to
such rate, that it is not necessarily the lowest or best rate actually charged to any customer and that the Administrative Agent may make various commercial or other loans at rates of interest having no relationship to such rate. 
 “Property” means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible, including,
without limitation, cash, securities, accounts and contract rights. 
 “Proposed Borrowing Base” has the meaning assigned to
such term in Section 2.07(c)(i). 
 “Proposed Borrowing Base Notice” has the meaning assigned to such term in
Section 2.07(c)(ii). 
  

 17 







 “Redemption” means with respect to any Debt, the repurchase, redemption, prepayment,
repayment, defeasance or any other acquisition or retirement for value (or the segregation of funds with respect to any of the foregoing) of such Debt; provided, however, the term “Redemption” shall not include early termination of a Swap
Agreement due to an ISDA “Termination Event” to the extent the amount due at such termination exceeds $15,000,000. “Redeem” has the correlative meaning thereto. 
 “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)(iv). 
 “Regulation D” means Regulation D of the Board, as the same may
be amended, supplemented or replaced from time to time. 
 “Related Parties” means, with respect to any specified Person,
such Person’s Affiliates and the respective directors, officers, employees, agents and advisors (including attorneys, accountants and experts) of such Person and such Person’s Affiliates. 
 “Remedial Work” has the meaning assigned such term in Section 8.10(a). 
 “Required Lenders” means, at any time while no Loans or LC Exposure is outstanding, Lenders having in excess of eighty-seven and
one-half percent (87-1/2%) of the Aggregate Maximum Credit Amounts; and at any time while any Loans or LC Exposure is outstanding, Lenders holding in excess of eighty-seven and one-half percent (87-1/2%) of the outstanding aggregate principal amount
of the Loans or participation interests in such Letters of Credit (without regard to any sale by a Lender of a participation in any Loan under Section 12.04(c)). 
 “Reserve Report” means a report, in form and substance reasonably satisfactory to the Administrative Agent, setting forth, as of each December 31st or June 30th (or such other date in the
event of an Interim Redetermination) the oil and gas reserves attributable to the Oil and Gas Properties of the Borrower and the Restricted Subsidiaries, together with a projection of the rate of production and future net income, taxes, operating
expenses and capital expenditures with respect thereto as of such date, based upon the pricing assumptions consistent with SEC reporting requirements at the time. 
 “Responsible Officer” means, as to any Person, the Chief Executive Officer, the President, any Financial Officer or Executive Vice President-Finance and Administration of such Person. Unless otherwise
specified, all references to a Responsible Officer herein shall mean a Responsible Officer of the Borrower. 
 “Restricted
Payment” means any dividend or other distribution (whether in cash, securities or other Property) with respect to any Equity Interests in the Borrower, or any payment (whether in cash, securities or other Property), including any sinking
fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interests in the Borrower or any option, warrant or other right to acquire any such Equity Interests in the
Borrower. 
  

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 “Restricted Subsidiary” means any Subsidiary of the Borrower that is not an Unrestricted
Subsidiary. 
 “Revolving Credit Exposure” means, with respect to any Lender at any time, the sum of the outstanding
principal amount of such Lender’s Loans and its LC Exposure at such time. 
 “Scheduled Redetermination” has the
meaning assigned such term in Section 2.07(b). 
 “Scheduled Redetermination Date” means the date on which a Borrowing
Base that has been redetermined pursuant to a Scheduled Redetermination becomes effective as provided in Section 2.07(d). 
 “SEC” means the Securities and Exchange Commission or any successor Governmental Authority. 
 “Security
Instruments” means the Guaranty Agreement, mortgages, deeds of trust and other agreements, instruments or certificates described or referred to in Exhibit F, and any and all other agreements, instruments or certificates previously entered
into or filed with respect to the Existing Credit Agreement or now or hereafter executed and delivered by the Borrower or any other Person (other than Swap Agreements with the Lenders or any Affiliate of a Lender or participation or similar
agreements between any Lender and any other lender or creditor with respect to any Indebtedness pursuant to this Agreement) in connection with, or as security for the payment or performance of the Indebtedness, the Loans, the Notes, if any, this
Agreement, or reimbursement obligations under the Letters of Credit, as such agreements may be amended, modified, supplemented or restated from time to time. 
 “Senior Indentures” means, collectively or individually, as the context requires, any indenture or other agreement pursuant to which any Senior Notes are issued, as the same may be amended, restated
or supplemented, subject to the terms of Section 9.04(b). 
 “Senior Notes” means any unsecured senior or senior
subordinated notes issued by the Borrower and outstanding on the Effective Date or thereafter issued under Section 9.02(i) and, in each case, any guarantees thereof by the Borrower or a Guarantor. 
 “S&P” means Standard & Poor’s Ratings Group, a division of The McGraw-Hill Companies, Inc., and any successor thereto
that is a nationally recognized rating agency. 
 “Statutory Reserve Rate” means a fraction (expressed as a decimal), the
numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by
the Board to which the Administrative Agent is subject with respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentages shall
include those imposed pursuant to such Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be
available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage. 
  

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 “Subsidiary” means: (a) any Person of which at least a majority of the outstanding
Equity Interests having by the terms thereof ordinary voting power to elect a majority of the board of directors, manager or other governing body of such Person (irrespective of whether or not at the time Equity Interests of any other class or
classes of such Person shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by the Borrower or one or more of its Subsidiaries or by the Borrower and one or
more of its Subsidiaries and (b) any partnership of which the Borrower or any of its Subsidiaries is a general partner. Unless otherwise indicated herein, each reference to the term “Subsidiary” shall mean a Subsidiary of the
Borrower. 
 “Swap Agreement” means any agreement with respect to any swap, forward, future or derivative transaction,
collar or option or similar agreement, whether exchange traded, “over-the-counter” or otherwise, involving, or settled by reference to, one or more interest rates, currencies, commodities, equity or debt instruments or securities, or
economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on
account of services provided by current or former directors, officers, employees or consultants of the Borrower or the Subsidiaries shall be a Swap Agreement. 
 “Synthetic Leases” means, in respect of any Person, all leases which shall have been, or should have been, in accordance with GAAP, treated as operating leases on the financial statements of the
Person liable (whether contingently or otherwise) for the payment of rent thereunder and which were properly treated as indebtedness for borrowed money for purposes of U.S. federal income taxes, if the lessee in respect thereof is obligated to
either purchase for an amount in excess of, or pay upon early termination an amount in excess of, 80% of the residual value of the Property subject to such operating lease upon expiration or early termination of such lease. 
 “Taxes” means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any
Governmental Authority. 
 “Termination Date” means the earlier of the Maturity Date and the date of termination of the
Commitments. 
 “Total Debt” means, at any date, all Debt of the Borrower and the Consolidated Restricted Subsidiaries on a
consolidated basis less (i) Cash Equivalents, (ii) surety bonds permitted under Section 9.02(e) to the extent the aggregate face amount of all such bonds does not exceed $55,000,000 and (iii) all liabilities associated with
deferred put premiums to the extent the same constitutes Debt. 
 “Transactions” means, with respect to (a) the
Borrower, the execution, delivery and performance by the Borrower of this Agreement, each other Loan Document, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder, and the grant of Liens by the
Borrower on Mortgaged Properties and other Properties pursuant to the 

  

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Security Instruments and (b) each Guarantor, the execution, delivery and performance by such Guarantor of each Loan Document to which it is a party, the
guaranteeing of the Indebtedness and the other obligations under the Guaranty Agreement by such Guarantor and such Guarantor’s grant of the security interests and provision of collateral thereunder, and the grant of Liens by such Guarantor on
Mortgaged Properties and other Properties pursuant to the Security Instruments. 
 “Type”, when used in reference to any
Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Alternate Base Rate or the Adjusted LIBO Rate. 
 “Unrestricted Subsidiary” means any Subsidiary of the Borrower designated as such on Schedule 7.14 or which the Borrower has designated
in writing to the Administrative Agent to be an Unrestricted Subsidiary pursuant to Section 9.06. 
 “Wholly-Owned
Subsidiary” means any Restricted Subsidiary of which all of the outstanding Equity Interests (other than any directors’ qualifying shares mandated by applicable law), on a fully-diluted basis, are owned by the Borrower or one or more
of the Wholly-Owned Subsidiaries or by the Borrower and one or more of the Wholly-Owned Subsidiaries. 
 Section 1.03 Types of Loans
and Borrowings. For purposes of this Agreement, Loans and Borrowings, respectively, may be classified and referred to by Type (e.g., a “Eurodollar Loan” or a “Eurodollar Borrowing”). 
 Section 1.04 Terms Generally; Rules of Construction. The definitions of terms herein shall apply equally to the singular and plural forms of
the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by
the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any
agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments,
supplements or modifications set forth herein), (b) any reference herein to any law shall be construed as referring to such law as amended, modified, codified or reenacted, in whole or in part, and in effect from time to time, (c) any
reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to the restrictions contained herein), (d) the words “herein”, “hereof” and “hereunder”, and words of
similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (e) with respect to the determination of any time period, the word “from” means “from and including”
and the word “to” means “to and including” and (f) any reference herein to Articles, Sections, Annexes, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Annexes, Exhibits and Schedules to,
this Agreement. No provision of this Agreement or any other Loan Document shall be interpreted or construed against any Person solely because such Person or its legal representative drafted such provision. 
  

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 Section 1.05 Accounting Terms and Determinations; GAAP. Unless otherwise specified herein,
all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the
Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with the Financial Statements except for changes in which Borrower’s independent certified public accountants concur and
which are disclosed to Administrative Agent on the next date on which financial statements are required to be delivered to the Lenders pursuant to Section 8.01(a); provided that, unless the Borrower and the Majority Lenders shall otherwise
agree in writing, no such change shall modify or affect the manner in which compliance with the covenants contained herein is computed such that all such computations shall be conducted utilizing financial information presented consistently with
prior periods. 
 ARTICLE II 
 The Credits 
 Section 2.01 Commitments. Subject to the terms and conditions set forth herein, each Lender agrees
to make Loans to the Borrower during the Availability Period in an aggregate principal amount that will not result in (a) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or (b) the total Revolving
Credit Exposures exceeding the total Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, repay and reborrow the Loans. On the Effective Date (or as soon as practicable with
respect to (iii)): 
 (i) the Borrower shall pay all accrued and unpaid commitment fees, break funding fees under
Section 5.02 and all other fees that are outstanding under the Existing Credit Agreement for the account of each “Lender” under the Existing Credit Agreement; 
 (ii) each “ABR Loan” and “Eurodollar Loan” outstanding under the Existing Credit Agreement shall be deemed to be
repaid with the proceeds of a new ABR Loan or Eurodollar Loan, as applicable, under this Agreement; 
 (iii) the
Administrative Agent shall use reasonable efforts to cause such “Lender” under the Existing Credit Agreement to deliver to the Borrower as soon as practicable after the Effective Date the Note issued by the Borrower to it under the
Existing Credit Agreement, marked “canceled” or otherwise similarly defaced; 
 (iv) each Letter of Credit issued
and outstanding under the Existing Credit Agreement shall be deemed issued under this Agreement without the payment of additional fees; and 
 (v) the Existing Credit Agreement and the commitments thereunder shall be superceded by this Agreement and such commitments shall terminate. 
 It is the intent of the parties hereto that this Agreement not constitute a novation of the obligations and liabilities existing under the Existing Credit Agreement or evidence repayment of any such obligations and
liabilities and that this Agreement amend and restate in its entirety the Existing Credit Agreement and re-evidence the obligations of the Borrower outstanding thereunder. 
  


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 Section 2.02 Loans and Borrowings. 
 (a) Borrowings; Several Obligations. Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance
with their respective Commitments. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments are several and no Lender shall be responsible for
any other Lender’s failure to make Loans as required. 
 (b) Types of Loans. Subject to Section 3.03, each Borrowing shall
be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request in accordance herewith. Each Lender at its option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such
Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. 
 (c) Minimum Amounts; Limitation on Number of Borrowings. At the commencement of each Interest Period for any Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of
$1,000,000 and not less than $1,000,000. At the time that each ABR Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $1,000,000; provided that an ABR Borrowing may be in an
aggregate amount that is equal to the entire unused balance of the total Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.08(e). Borrowings of more than one Type may be outstanding
at the same time, provided that there shall not at any time be more than a total of 8 Eurodollar Borrowings outstanding. Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or
continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date. 
 (d) Notes. Each
Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and
paid to such Lender from time to time hereunder. The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Type thereof and the Interest Period applicable thereto, (ii) the
amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each
Lender’s share thereof. The entries made in the accounts maintained pursuant to this Section 2.02(d) shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any
Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement. Any Lender may request that Loans made
by it be evidenced by a Note. In such event, the Borrower shall prepare, execute and deliver to such Lender a Note payable to the order of such Lender and substantially in the form of Exhibit A dated, in the case of (i) any Lender party hereto
as of the date of this 

  

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

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 (v) the amount of the then effective Borrowing Base, the current total Revolving Credit
Exposures (without regard to the requested Borrowing) and the pro forma total Revolving Credit Exposures (giving effect to the requested Borrowing); and 
 (vi) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements
of Section 2.05. 
 If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest
Period is specified with respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Each Borrowing Request shall constitute a representation that the amount of
the requested Borrowing shall not cause the total Revolving Credit Exposures to exceed the total Commitments (i.e., the lesser of the Aggregate Maximum Credit Amounts and the then effective Borrowing Base). 
 Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and
of the amount of such Lender’s Loan to be made as part of the requested Borrowing. 
 Section 2.04 Interest Elections.

 (a) Conversion and Continuance. Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in
the case of a Eurodollar Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a
Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section 2.04. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be
allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. 
 (b) Interest Election Requests. To make an election pursuant to this Section 2.04, the Borrower shall notify the Administrative Agent of such election by telephone, fax (or transmit by electronic
communication, if arrangements for doing so have been approved by the Issuing Bank) by the time that a Borrowing Request would be required under Section 2.03 if the Borrower were requesting a Borrowing of the Type resulting from such election
to be made on the effective date of such election. Each such telephonic (or electronic communication) Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a
written Interest Election Request in substantially the form of Exhibit C and signed by the Borrower. 
 (c) Information in Interest
Election Requests. Each telephonic, electronic communication and written Interest Election Request shall specify the following information in compliance with Section 2.02: 
 (i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different
portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to Section 2.04(c)(iii) and (iv) shall be specified for each resulting Borrowing); 
  

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 (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 on Interest Election. If the Borrower fails to deliver a timely Interest Election Request with respect to a Eurodollar Borrowing prior to the end of the Interest Period applicable
thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is
continuing: (i) no outstanding Borrowing may be converted to or continued as a Eurodollar Borrowing (and any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing
shall be ineffective) and (ii) unless repaid, each Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto. 
 Section 2.05 Funding of Borrowings. 
 (a) Funding by Lenders. Each Lender shall make each
Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 1:00 p.m., New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to
the Lenders. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to an account of the Borrower maintained with the Administrative Agent in New York, New York and
designated by the Borrower in the applicable Borrowing Request; provided that ABR Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.08(e) shall be remitted by the Administrative Agent to the Issuing Bank.

 (b) Presumption of Funding by the Lenders. Unless the Administrative Agent shall have received notice from a Lender prior to the
proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date 

  

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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. 
 Section 2.06
Termination and Reduction of Aggregate Maximum Credit Amounts. 
 (a) Scheduled Termination of Commitments. Unless previously
terminated, the Commitments shall terminate on the Maturity Date. If at any time the Aggregate Maximum Credit Amounts or the Borrowing Base is terminated or reduced to zero, then the Commitments shall terminate on the effective date of such
termination or reduction. 
 (b) Optional Termination and Reduction of Aggregate Credit Amounts. 
 (i) The Borrower may at any time terminate, or from time to time reduce, the Aggregate Maximum Credit Amounts; provided that (A) each
reduction of the Aggregate Maximum Credit Amounts shall be in an amount that is an integral multiple of $5,000,000 and not less than $10,000,000 and (B) the Borrower shall not terminate or reduce the Aggregate Maximum Credit Amounts if, after
giving effect to any concurrent prepayment of the Loans in accordance with Section 3.04(c), the total Revolving Credit Exposures would exceed the total Commitments. 
 (ii) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Maximum Credit Amounts under
Section 2.06(b)(i) at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall
advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.06(b)(ii) shall be irrevocable; provided that a notice of termination of the Aggregate Maximum Credit Amounts delivered by the Borrower
may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such
condition is not satisfied. Any termination or reduction of the Aggregate Maximum Credit Amounts shall be permanent and may not be reinstated. Each reduction of the Aggregate Maximum Credit Amounts shall be made ratably among the Lenders in
accordance with each Lender’s Applicable Percentage. 
 Section 2.07 Borrowing Base. 
 (a) Initial Borrowing Base. For the period from and including the Effective Date to but excluding the next Redetermination Date, the amount of the
Borrowing Base shall be $1,100,000,000. Notwithstanding the foregoing, the Borrowing Base may be subject to further adjustments from time to time pursuant to Section 2.07(e), Section 8.13(c) or Section 9.13. 
  

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 (b) Scheduled and Interim Redeterminations. The Borrowing Base shall be redetermined semi-annually
in accordance with this Section 2.07 (a “Scheduled Redetermination”), and, subject to Section 2.07(d), such redetermined Borrowing Base shall become effective and applicable to the Borrower, the Agents, the Issuing Bank
and the Lenders on May 1st and November 1st of each year, commencing May 1, 2009. In addition, the Borrower may, by notifying the Administrative Agent thereof, and the Administrative Agent may, at the direction of the Majority
Lenders, by notifying the Borrower thereof, one time during any 12 month period, each elect to cause the Borrowing Base to be redetermined between Scheduled Redeterminations (an “Interim Redetermination”) in accordance with this
Section 2.07. 
 (c) Scheduled and Interim Redetermination Procedure. 
 (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon receipt by the Administrative
Agent of (A) the Reserve Report and the certificate required to be delivered by the Borrower to the Administrative Agent, in the case of a Scheduled Redetermination, pursuant to Section 8.12(a) and (c), and, in the case of an Interim
Redetermination, pursuant to Section 8.12(b) and (c), and (B) such other reports, data and supplemental information, including, without limitation, the information provided pursuant to Section 8.12(c), as may, from time to time, be
reasonably requested by the Majority Lenders (the Reserve Report, such certificate and such other reports, data and supplemental information being the “Engineering Reports”), the Administrative Agent shall evaluate the information
contained in the Engineering Reports and shall, in good faith, propose a new 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 deems appropriate and consistent with its normal oil and gas lending criteria as it
exists at the particular time. In no event shall the Proposed Borrowing Base exceed the Aggregate Maximum Credit Amounts. 
 (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 8.12(a) and (c) in a timely and complete manner, then on or before April 15th and October 15th of such year following the date of delivery or (2) if the Administrative
Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.12(a) and (c) in a timely and complete manner, then promptly after the Administrative Agent has received complete
Engineering Reports from the Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.07(c)(i); and 
  

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 (B) in the case of an Interim Redetermination, promptly, and in any event, within fifteen
(15) days after the Administrative Agent has received the required Engineering Reports. 
 (iii) Any Proposed Borrowing
Base that would increase the Borrowing Base then in effect must be approved or deemed to have been approved by the Required Lenders as provided in this Section 2.07(c)(iii); and any Proposed Borrowing Base that would decrease or maintain the
Borrowing Base then in effect must be approved or be deemed to have been approved by the Majority Lenders as provided in this Section 2.07(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, the Required Lenders, in the case of a Proposed Borrowing Base that would increase the
Borrowing Base then in effect, or the Majority 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 15-day period, the Required or Majority Lenders, as applicable, have not approved or deemed to have approved, as
aforesaid, then the Administrative Agent shall poll the Lenders to ascertain the highest Borrowing Base then acceptable to the Majority Lenders for purposes of this Section 2.07 and, so long as such amount does not increase the Borrowing Base
then in effect, such amount shall become the new Borrowing Base, effective on the date specified in Section 2.07(d). 
 (d)
Effectiveness of a Redetermined Borrowing Base. After a redetermined Borrowing Base is approved or is deemed to have been approved by the Required Lenders or the Majority Lenders, as applicable, pursuant to Section 2.07(c)(iii), the
Administrative Agent shall notify the Borrower and the Lenders of the amount of the redetermined Borrowing Base (the “New Borrowing Base Notice”), and such amount shall become the new Borrowing Base, effective and applicable to the
Borrower, the Agents, the 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 8.12(a) and (c) in a timely and complete manner, then on May 1st or November 1st, as applicable,
following such notice, or (B) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.12(a) and (c) in a timely and complete manner, then on the
Business Day next succeeding delivery of such notice; and 
 (ii) in the case of an Interim Redetermination, on the Business
Day next succeeding delivery of such notice. 
 Such amount shall then become the Borrowing Base until the next Scheduled Redetermination Date, the next
Interim Redetermination Date or the next adjustment to the Borrowing Base under Section 8.13(c) or Section 9.13, whichever occurs first. Notwithstanding the foregoing, no Scheduled Redetermination or Interim Redetermination shall become
effective until the New Borrowing Base Notice related thereto is received by the Borrower. 
  

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

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 Each notice shall constitute a representation that after giving effect to the requested issuance, amendment, renewal or
extension, as applicable, (i) the LC Exposure shall not exceed the LC Commitment and (ii) the total Revolving Credit Exposures shall not exceed the total Commitments (i.e. the lesser of the Aggregate Maximum Credit Amounts and the then
effective Borrowing Base). 
 If requested by the Issuing Bank, the Borrower also shall submit a letter of credit application on the Issuing Bank’s
standard form in connection with any request for a Letter of Credit. 
 (c) Expiration Date. Each Letter of Credit shall expire at or
prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (ii) the
date that is five Business Days prior to the Maturity Date. 
 (d) Participations. By the issuance of a Letter of Credit (or an
amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank or the Lenders, the Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from the Issuing Bank, a
participation in such Letter of Credit equal to such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely
and unconditionally agrees to pay to the Administrative Agent, for the account of the Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement made by the Issuing Bank and not reimbursed by the Borrower on the date due as
provided in Section 2.08(e), or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.08(d) in
respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or
termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. 
 (e) Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement
not later than 12:00 noon, New York City time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been
received by the Borrower prior to such time on such date, then not later than 12:00 noon, New York City time, on (i) the Business Day that the Borrower receives such notice, if such notice is received prior to 10:00 a.m., New York City time, on
the day of receipt, or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that if such LC Disbursement is equal to or
greater than $1,000,000, the Borrower shall, subject to the conditions to Borrowing set forth herein, be deemed to have requested, and the Borrower does hereby request under such circumstances, that such LC Disbursement be financed with an ABR


  

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Borrowing in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the
resulting ABR Borrowing. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s
Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.05 with
respect to Loans made by such Lender (and Section 2.05 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the
Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this Section 2.08(e), the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Lenders have
made payments pursuant to this Section 2.08(e) to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this Section 2.08(e) to reimburse the Issuing
Bank for any LC Disbursement (other than the funding of ABR Loans as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement. 
 (f) Obligations Absolute. The Borrower’s obligation to reimburse LC Disbursements as provided in Section 2.08(e) shall be absolute,
unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit, any
Letter of Credit Agreement or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue
or inaccurate in any respect, (iii) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply substantially with the terms of such Letter of Credit or any Letter of Credit
Agreement, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.08(f), constitute a legal or equitable discharge of, or provide a right of
setoff against, the Borrower’s obligations hereunder. Neither the Administrative Agent, the Lenders nor the Issuing Bank, nor any of their Related Parties shall have any liability or responsibility by reason of or in connection with the
issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in
transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising
from causes beyond the control of the Issuing Bank; provided that the foregoing shall not be construed to excuse the Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in
respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by the Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented
under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of the Issuing Bank (as finally determined by a court of competent jurisdiction),
the Issuing Bank shall be deemed to have exercised all requisite care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the 

  

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parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the
Issuing Bank may, in its reasonable discretion, either accept and make payment upon such documents without responsibility for further investigation, or refuse to accept and make payment upon such documents if such documents are not in strict
compliance with the terms of such Letter of Credit. 
 (g) Disbursement Procedures. The Issuing Bank shall, promptly following its
receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. The Issuing Bank shall promptly notify the Administrative Agent and the Borrower by telephone (confirmed by telecopy) of such demand for
payment and whether the Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse the Issuing Bank and the Lenders
with respect to any such LC Disbursement. 
 (h) Interim Interest. If the Issuing Bank shall make any LC Disbursement, then, until the
Borrower shall have reimbursed the Issuing Bank for such LC Disbursement (either with its own funds or a Borrowing under Section 2.08(e)), the unpaid amount thereof shall bear interest, for each day from and including the date such LC
Disbursement is made to but excluding the date that the Borrower reimburses such LC Disbursement, at the rate per annum then applicable to ABR Loans. Interest accrued pursuant to this Section 2.08(h) shall be for the account of the Issuing
Bank, except that interest accrued on and after the date of payment by any Lender pursuant to Section 2.08(e) to reimburse the Issuing Bank shall be for the account of such Lender to the extent of such payment. 
 (i) Replacement of the Issuing Bank. The Issuing Bank may be replaced at any time by written agreement among the Borrower, the Administrative
Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement of the Issuing Bank. At the time any such replacement shall become effective, the Borrower shall pay all
unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 3.05(b). From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of the
Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such
successor and all previous Issuing Banks, as the context shall require. After the replacement of the Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of the
Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit. 
 (j) Cash Collateralization. If (i) any Event of Default shall occur and be continuing and the Borrower receives notice from the
Administrative Agent or the Majority Lenders demanding the deposit of cash collateral pursuant to this Section 2.08(j), or (ii) the Borrower is required to pay to the Administrative Agent the excess attributable to an LC Exposure in
connection with any prepayment pursuant to Section 3.04(c), then the Borrower shall deposit, in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to, in
the case of an Event of Default, the LC Exposure, and in the case of a payment required by Section 3.04(c), the amount of such excess as 

  

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

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

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 then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as
promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of
any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective, and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing. 
 Section 3.04 Prepayments. 
 (a)
Optional Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with Section 3.04(b). 
 (b) Notice and Terms of Optional Prepayment. The Borrower shall notify the Administrative Agent by telephone and/or fax (confirmed by telecopy) of
any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 12:00 noon, New York City time, three Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Borrowing, not
later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid. Promptly following receipt
of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of
the same Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 3.02.

 (c) Mandatory Prepayments. 
 (i) If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the total Revolving Credit Exposures exceeds the total Commitments, then the
Borrower shall (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B) if, as a result of an LC Exposure, any excess remains after prepaying all of the
Borrowings pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). 
 (ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(c) or
Section 8.13(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if, as a
result of an LC Exposure, any excess remains after prepaying all of the Borrowings pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The
Borrower shall be obligated to make such prepayment and/or deposit of cash collateral within forty-five (45) days following its receipt of the 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. 
  

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 (iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.07(e) or
Section 9.13, if the total Revolving Credit Exposures exceeds the Borrowing Base as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if, as a result of an LC
Exposure, any excess remains after prepaying all of the Borrowings pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be
obligated to make such prepayment and/or deposit of cash collateral on the date it or any Subsidiary receives cash proceeds as a result of such disposition or the incurrence of such Senior Notes. 
 (iv) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then
outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least
number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. 
 (v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid
Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02. 
 (d) No Premium or Penalty. Prepayments permitted or required under this Section 3.04 shall be without premium or penalty, except as required under Section 5.02. 
 Section 3.05 Fees. 
 (a)
Commitment Fees. The Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee, which shall accrue at the applicable Commitment Fee Rate on the average daily amount of the unused amount of the
Commitment of such Lender during the period from and including the date of this Agreement to but excluding the Termination Date. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year
and on the Termination Date, commencing on the first such date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case
interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). 
 (b) Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with
respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any
portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender
ceases to have any LC Exposure, (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per 

  

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

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

 (a) Payments by the Borrower. The Borrower shall make each payment required to be made by it hereunder (whether of principal,
interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 5.01, Section 5.02, Section 5.03 or otherwise) prior to 12:00 noon, New York City time, on the date when due, in immediately available funds,
without defense, deduction, recoupment, set-off or counterclaim. Fees, once paid, shall not be refundable under any circumstances. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have
been received on the next succeeding Business Day for purposes of calculating interest thereon, but shall be considered received on the date paid for purposes of Section 10.01. All such payments shall be made to the Administrative Agent at its
offices specified in Section 12.01, except payments to be made directly to the Issuing Bank as expressly provided herein and except that payments pursuant to Section 5.01, Section 5.02, Section 5.03 and Section 12.03 shall
be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment
hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such
extension. All payments hereunder shall be made in dollars. 
  

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 (b) Application of Insufficient Payments. If at any time insufficient funds are received by and
available to the Administrative Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder,
ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed LC Disbursements then due hereunder, ratably among the
parties entitled thereto in accordance with the amounts of principal and unreimbursed LC Disbursements then due to such parties. 
 (c)
Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or participations in LC Disbursements
resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving
such greater proportion shall purchase (for cash at face value) participations in the Loans and participations in LC Disbursements of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders
ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and participations in LC Disbursements; provided that (i) if any such participations are purchased and all or any portion of the
payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this Section 4.01(c) shall not be construed to
apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or
participations in LC Disbursements to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this Section 4.01(c) shall apply). The Borrower consents to the foregoing and
agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such
participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. 
 Section 4.02
Presumption of Payment by the Borrower. Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Bank
that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Bank,
as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the
amount so distributed to such Lender or Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal
Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. 
 Section 4.03 Certain Deductions by the Administrative Agent. If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.05(b), Section 2.08(d), Section 2.08(e) or
Section 4.02 then the Administrative Agent may, in its discretion 

  

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(notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy
such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid. 
 Section 4.04 Disposition
of Proceeds. The Security Instruments contain an assignment by the Borrower and/or the Guarantors unto and in favor of the Administrative Agent for the benefit of the Lenders of all of the Borrower’s or each Guarantor’s interest in and
to production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Instruments further provide in general for the application of such proceeds to the satisfaction of the Indebtedness
and other obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security Instruments, until the occurrence of an Event of Default, (a) the Administrative Agent and the Lenders agree that they will
neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower
and its Restricted Subsidiaries and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Restricted Subsidiaries. 
 ARTICLE V 
 Increased Costs; Break
Funding Payments; Taxes 
 Section 5.01 Increased Costs. 
 (a) Eurodollar Changes in Law. If any Change in Law shall: 
 (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the
account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate); or 
 (ii) impose on any Lender or the London interbank market any other condition affecting this Agreement or Eurodollar Loans made by such Lender; 
 and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan) or to reduce the amount of any sum received or
receivable by such Lender (whether of principal, interest or otherwise), then the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. 

(b) Capital Requirements. If any Lender or the Issuing Bank determines that any Change in Law regarding capital requirements has or would have
the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by,
or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have
achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy), then from time
to time 

  

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the Borrower will pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing
Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered. 
 (c) Certificates. A
certificate of a Lender or the Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or the Issuing Bank or its holding company, as the case may be, as specified in Section 5.01(a) or (b) shall be delivered
to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Issuing Bank, as the case may be, the amount shown as due on any such certificate within 30 days after receipt thereof. 
 (d) Effect of Failure or Delay in Requesting Compensation. Failure or delay on the part of any Lender or the Issuing Bank to demand compensation
pursuant to this Section 5.01 shall not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or the Issuing Bank pursuant
to this Section 5.01 for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or the Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or
reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred
to above shall be extended to include the period of retroactive effect thereof. 
 Section 5.02 Break Funding Payments. In the
event of (a) the payment of any principal of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan into an ABR Loan
other than on the last day of the Interest Period applicable thereto, or (c) the failure to borrow, convert, continue or prepay any Eurodollar Loan on the date specified in any notice delivered pursuant hereto, or (d) the assignment of any
Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 5.04(b), then, in any such event, the Borrower shall compensate each Lender for the loss, cost and
expense attributable to such event. In the case of a Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would
have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period
therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the
interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. 
 A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section 5.02 shall be delivered to the
Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. 
 Section 5.03 Taxes. 
  

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 (a) Payments Free of Taxes. Any and all payments by or on account of any obligation of the
Borrower or any Guarantor under any Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower or any Guarantor shall be required to deduct any Indemnified Taxes or
Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 5.03), the Administrative
Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower or such Guarantor shall make such deductions and (iii) the Borrower or such
Guarantor shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law. 
 (b) Payment of
Other Taxes by the Borrower. The Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law. 
 (c) Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent, each Lender and the Issuing Bank, within 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes
paid by the Administrative Agent, such Lender or the Issuing Bank, as the case may be, on or with respect to any payment by or on account of any obligation of the Borrower hereunder (including Indemnified Taxes or Other Taxes imposed or asserted on
or attributable to amounts payable under this Section 5.03) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or
asserted by the relevant Governmental Authority. A certificate of the Administrative Agent, a Lender or the Issuing Bank as to the amount of such payment or liability under this Section 5.03 shall be delivered to the Borrower and shall be
conclusive absent manifest error. 
 (d) Evidence of Payments. As soon as practicable after any payment of Indemnified Taxes or Other
Taxes by the Borrower or a Guarantor to a Governmental Authority, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the
return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent. 
 (e) Foreign
Lenders. Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments
under this Agreement or any other Loan Document shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable
law or reasonably requested by the Borrower as will permit such payments to be made without withholding or at a reduced rate. 
 (f) Tax
Refunds. If the Administrative Agent or a Lender determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid
additional amounts pursuant to this Section 5.03, it shall pay over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 5.03 

  

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

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 (c) Replacement for Borrowing Base Increase. If (i) an existing Lender does not approve a
proposed Borrowing Base increase and (ii) the Required Lenders have approved such proposed Borrowing Base increase, then the Borrower may, at its sole expense, within 3 Business Days after the Borrower receives the New Borrowing Base Notice
with respect to such increase, at the discretion of such existing Lender either: 
 (A) cause such existing Lender to assign
and delegate, without recourse, all its interests, rights and obligations under this Agreement to one or more assignees proposed by the Borrower that shall assume such obligations (which assignees may be another Lender, if a Lender accepts such
assignment), provided that such existing Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to
it hereunder, from the assignee(s) (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), or 
 (B) cause such existing Lender to reduce its Maximum Credit Amount based upon a new Applicable Percentage for such existing Lender that is
calculated by dividing such existing Lender’s then outstanding Revolving Credit Exposure by the increased Borrowing Base and assigning the balance of its Maximum Credit Amount to an assignee or assignees proposed by the Borrower that shall
assume such amount of the assigning Lender’s Maximum Credit Amount (which assignee may be another Lender, if a Lender accepts such assignment). 
 Any such replacement of an existing Lender or partial assignment of an existing Lender’s Maximum Credit Amount shall be in accordance with and subject to the restrictions contained in Section 12.04(b).

 ARTICLE VI 
 Conditions Precedent 
 Section 6.01 Effective Date. The obligations of the Lenders to amend and restate the
Existing Credit Agreement, to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 12.02):

 (a) The Administrative Agent, the Arranger and the Lenders shall have received all fees and other amounts due and payable on or prior to
the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. 
 (b) The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of the Borrower and each Guarantor setting forth (i) resolutions of its board of directors with respect to
the authorization of the Borrower or such Guarantor to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of the Borrower or such Guarantor
(y) who are authorized to sign the Loan Documents to which the Borrower or such Guarantor is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the
purposes of signing documents and giving notices and other 

  

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communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of such authorized officers, and
(iv) the articles or certificate of incorporation and bylaws (or other organizational documents) of the Borrower and such Guarantor, certified as being true and complete. The Administrative Agent and the Lenders may conclusively rely on such
certificate until the Administrative Agent receives notice in writing from the Borrower to the contrary. 
 (c) The Administrative Agent
shall have received certificates of the appropriate State agencies with respect to the existence, qualification and good standing of the Borrower and each Guarantor. 
 (d) The Administrative Agent shall have received a compliance certificate which shall be substantially in the form of Exhibit D, duly and properly executed by a Responsible Officer and dated as of the date of
Effective Date. 
 (e) The Administrative Agent shall have received from each party hereto counterparts (in such number as may be requested
by the Administrative Agent) of this Agreement signed on behalf of such party. 
 (f) The Administrative Agent shall have received duly
executed Notes, if requested, payable to the order of each Lender in a principal amount equal to its Maximum Credit Amount dated as of the date hereof. 
 (g) The Administrative Agent shall have received from each party thereto duly executed counterparts (in such number as may be requested by the Administrative Agent) of the Security Instruments, including the Guaranty
Agreement and the other Security Instruments described on Exhibit F. In connection with the execution and delivery of the Security Instruments, the Administrative Agent shall: 
 (i) be reasonably satisfied that the Security Instruments create first priority, perfected Liens (subject only to Excepted Liens
identified in clauses (a) to (d) and (f) of the definition thereof, but subject to the provisions at the end of such definition) on at least 80% of the total value of the Oil and Gas Properties evaluated in the Initial Reserve Report;
and 
 (ii) have received certificates, together with undated, blank stock powers for each such certificate, representing all
of the issued and outstanding Equity Interests of each of the Guarantors and not less than 65% of all of the issued and outstanding capital stock of each Foreign Subsidiary with total assets in excess of $500,000 that is not a Guarantor, which is
directly owned by either the Borrower or a Domestic Subsidiary. 
 (h) The Administrative Agent shall have received a certificate of a
Responsible Officer of the Borrower certifying that attached to such certificate are true and complete copies of the Senior Indentures, as amended on or prior to the Effective Date. The structure, terms, conditions and documentation for the Senior
Indentures shall be reasonably satisfactory to the Administrative Agent. 
  

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 (i) The Administrative Agent shall have received an opinion of (i) Hinkle Elkouri Law Firm L.L.C.,
special counsel to the Borrower, substantially in the form of Exhibit E hereto, and (ii) local counsel in each of the following states: Texas, Oklahoma, New Mexico and Louisiana and any other jurisdictions requested by the Administrative Agent,
in form and substance reasonable satisfactory to the Administrative Agent. 
 (j) The Administrative Agent shall have received a certificate
of insurance coverage of the Borrower evidencing that the Borrower is carrying insurance in accordance with Section 7.12. 
 (k) The
Administrative Agent shall be reasonably satisfied with the status of title to the Oil and Gas Properties evaluated in the Initial Reserve Report. 
 (l) The Administrative Agent shall be reasonably satisfied with the environmental condition of the Oil and Gas Properties of the Borrower and its Restricted Subsidiaries. 
 (m) The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower certifying that the Borrower has received all
consents and approvals required by Section 7.03. 
 (n) The Administrative Agent shall have received the financial statements referred
to in Section 7.04(a) and the Initial Reserve Report accompanied by a certificate covering the matters described in Section 8.12(c). 
 (o) The Administrative Agent shall have received appropriate UCC search certificates reflecting no prior Liens encumbering the Properties of the Borrower and the Restricted Subsidiaries for each of the following jurisdictions: Texas,
Oklahoma, Louisiana and New Mexico and any other jurisdiction requested by the Administrative Agent; other than those being assigned or released on or prior to the Effective Date or Liens permitted by Section 9.03. 
 (p) The Administrative Agent shall have received such other documents as the Administrative Agent or special counsel to the Administrative Agent may
reasonably request. 
 The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date, and such notice shall be
conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (or
waived pursuant to Section 12.02) at or prior to 2:00 p.m., New York City time, on September 15, 2008 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time). 
 Section 6.02 Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial
funding), and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: 
 (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing.

  

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 (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment,
renewal or extension of such Letter of Credit, as applicable, no event, development or circumstance has occurred or shall then exist that has resulted in, or could reasonably be expected to have, a Material Adverse Effect. 
 (c) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and
correct on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date,
in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified
earlier date. 
 (d) The making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would
not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any
threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the
transactions contemplated by this Agreement or any other Loan Document. 
 (e) The receipt by the Administrative Agent of a Borrowing Request
in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable. 
 Each
Borrowing and each issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in Section 6.02(a) through (e).

 ARTICLE VII 
 Representations and Warranties 
 The Borrower represents and warrants to the Lenders that: 
 Section 7.01 Organization; Powers. Each of the Borrower and the Restricted Subsidiaries is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization, has all requisite power and authority, and has all material governmental licenses, authorizations, consents and approvals necessary, to own its assets and to carry on its business as
now conducted, and is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where failure to have such power, authority, licenses, authorizations, consents, approvals and
qualifications could not reasonably be expected to have a Material Adverse Effect. 
 Section 7.02 Authority; Enforceability. The
Transactions are within the Borrower’s and each Guarantor’s corporate powers and have been duly authorized by all necessary corporate and, if required, stockholder action (including, without limitation, any action required to be taken


  

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by any class of directors of the Borrower, whether interested or disinterested, in order to ensure the due authorization of the Transactions). Each Loan
Document to which the Borrower and each Guarantor is a party has been duly executed and delivered by the Borrower and such Guarantor and constitutes a legal, valid and binding obligation of the Borrower and such Guarantor, as applicable, enforceable
in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a
proceeding in equity or at law. 
 Section 7.03 Approvals; No Conflicts. The Transactions (a) do not require any consent or
approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person, nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan
Document or the consummation of the Transactions, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of the Security Instruments as required by this Agreement and (ii) those
third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan Documents,
(b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower or any Restricted Subsidiary or any order of any Governmental Authority, (c) will not violate or result in a
default under any indenture, agreement or other instrument binding upon the Borrower or any Restricted Subsidiary or its Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or such Restricted Subsidiary
and (d) will not result in the creation or imposition of any Lien on any Property of the Borrower or any Restricted Subsidiary (other than the Liens created by the Loan Documents). 
 Section 7.04 Financial Condition; No Material Adverse Change. 
 (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2007,
reported on by Deloitte & Touche LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 2008. Such financial statements present fairly, in all material
respects, the financial position and results of operations and cash flows of the Borrower and its Consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of
footnotes in the case of the unaudited quarterly financial statements. 
 (b) Since December 31, 2007, (i) there has been no event,
development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect and (ii) the business of the Borrower and its Restricted Subsidiaries has been conducted only in the ordinary course consistent with past
business practices. 
 (c) Neither the Borrower nor any Restricted Subsidiary has on the date hereof any material Debt (including
Disqualified Capital Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments (other
than the Gas Balancing Obligations and the Swap Agreements listed on Schedule 7.20) which are not referred to or reflected or provided for in the Financial Statements. 
  


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

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

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 (e) the Borrower has taken all steps reasonably necessary to determine and has determined that no oil,
hazardous substances, solid waste or oil and gas waste, have been disposed of or otherwise released and there has been no threatened release of any oil, hazardous substances, solid waste or oil and gas waste on or to any Property of the Borrower or
any Restricted Subsidiary except in compliance with Environmental Laws and so as not to pose an imminent and substantial endangerment to public health or welfare or the environment. 
 (f) to the extent applicable, all Property of the Borrower and each Restricted Subsidiary currently satisfies all design, operation, and equipment
requirements imposed by the OPA, and the Borrower does not have any reason to believe that such Property, to the extent subject to the OPA, will not be able to maintain compliance with the OPA requirements during the term of this Agreement.

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

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 Section 7.10 ERISA. 
 (a) The Borrower, the Subsidiaries and each ERISA Affiliate have complied in all material respects with ERISA and, where applicable, the Code regarding
each Plan. 
 (b) Each Plan is, and has been, established and maintained in substantial compliance with its terms, ERISA and, where
applicable, the Code. 
 (c) No act, omission or transaction has occurred which could result in imposition on the Borrower, any Subsidiary or
any ERISA Affiliate (whether directly or indirectly) of (i) either a civil penalty assessed pursuant to subsections (c), (i), (l) or (m) of section 502 of ERISA or a tax imposed pursuant to Chapter 43 of Subtitle D of the Code or
(ii) breach of fiduciary duty liability damages under section 409 of ERISA. 
 (d) Full payment when due has been made of all amounts
which the Borrower, the Subsidiaries or any ERISA Affiliate is required under the terms of each Plan or applicable law to have paid as contributions to such Plan as of the date hereof. 
 (e) Neither the Borrower, the Subsidiaries nor any ERISA Affiliate sponsors, maintains, or contributes to an employee welfare benefit plan, as defined in
section 3(1) of ERISA, including, without limitation, any such plan maintained to provide benefits to former employees of such entities, that may not be terminated by the Borrower, a Subsidiary or any ERISA Affiliate in its sole discretion at any
time without any material liability. 
 (f) Neither the Borrower, the Subsidiaries nor any ERISA Affiliate sponsors, maintains or contributes
to, or has at any time in the six-year period preceding the date hereof sponsored, maintained or contributed to, any employee pension benefit plan, as defined in section 3(2) of ERISA, that is subject to Title IV of ERISA, section 302 of ERISA or
section 412 of the Code. 
 Section 7.11 Disclosure; No Material Misstatements. The Borrower has disclosed to the Administrative
Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Restricted Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be
expected to result in a Material Adverse Effect. None of the other reports, financial statements, certificates or other information furnished by or on behalf of the Borrower or any Restricted Subsidiary to the Administrative Agent or any Lender or
any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished) contains any material
misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the
Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time. There is no fact peculiar to the Borrower or any Restricted Subsidiary which could reasonably be expected to have
a Material Adverse Effect or in the future is reasonably likely to 

  

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have a Material Adverse Effect and which has not been set forth in this Agreement or the Loan Documents or the other documents, certificates and statements
furnished to the Administrative Agent or the Lenders by or on behalf of the Borrower or any Restricted Subsidiary prior to, or on, the date hereof in connection with the transactions contemplated hereby. No statements or conclusions exist in any
Reserve Report which are based upon or include misleading information or which fail to take into account material information regarding the matters reported therein to the extent such misstatement, misleading information or failure could reasonably
be expected to have a Material Adverse Effect. 
 Section 7.12 Insurance. The Borrower has, and has caused all its Restricted
Subsidiaries to have, (a) all insurance policies sufficient for the compliance by each of them with all material Governmental Requirements and all material agreements and (b) insurance coverage in at least amounts and against such risk
(including, without limitation, public liability) that are usually insured against by companies similarly situated and engaged in the same or a similar business for the assets and operations of the Borrower and its Restricted Subsidiaries. The
Administrative Agent and the Lenders have been named as additional insureds in respect of such liability insurance policies and the Administrative Agent has been named as loss payee with respect to Property loss insurance. 
 Section 7.13 Restriction on Liens. Neither the Borrower nor any of the Restricted Subsidiaries is a party to any material agreement or
arrangement (other than Capital Leases creating Liens permitted by Section 9.03(c), but then only on the Property subject of such Capital Lease), or subject to any order, judgment, writ or decree, which either restricts or purports to restrict
its ability to grant Liens to the Administrative Agent and the Lenders on or in respect of their Properties to secure the Indebtedness and the Loan Documents. 
 Section 7.14 Subsidiaries. Except as set forth on Schedule 7.14 or as disclosed in writing to the Administrative Agent (which shall promptly furnish a copy to the Lenders), which shall be a supplement to
Schedule 7.14, the Borrower has no Subsidiaries and the Borrower has no Foreign Subsidiaries. Schedule 7.14 identifies each Subsidiary as either Restricted or Unrestricted, and each Restricted Subsidiary on such schedule is a Wholly-Owned
Subsidiary. 
 Section 7.15 Location of Business and Offices. The Borrower’s jurisdiction of organization is Delaware; the
name of the Borrower as listed in the public records of its jurisdiction of organization is Petrohawk Energy Corporation; and the organizational identification number of the Borrower in its jurisdiction of organization is 3828463 (or, in each case,
as set forth in a notice delivered to the Administrative Agent pursuant to Section 8.01(m) in accordance with Section 12.01). The Borrower’s principal place of business and chief executive offices are located at the address specified
in Section 12.01 (or as set forth in a notice delivered pursuant to Section 8.01(m) and Section 12.01(c)). Each Restricted Subsidiary’s jurisdiction of organization, name as listed in the public records of its jurisdiction of
organization, organizational identification number in its jurisdiction of organization, and the location of its principal place of business and chief executive office is stated on Schedule 7.14 (or as set forth in a notice delivered pursuant to
Section 8.01(m)). 
 Section 7.16 Properties; Titles, Etc. 
  

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

  

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

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

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 Section 7.21 Use of Loans and Letters of Credit. The proceeds of the Loans and the Letters of
Credit shall be used to provide working capital for exploration and production operations, to provide funding for general corporate purposes, including the issuance of letters of credit. The Borrower and its Subsidiaries are not engaged principally,
or as one of its or their important activities, in the business of extending credit for the purpose, whether immediate, incidental or ultimate, of buying or carrying margin stock (within the meaning of Regulation T, U or X of the Board). No part of
the proceeds of any Loan or Letter of Credit will be used for any purpose which violates the provisions of Regulations T, U or X of the Board. 
 Section 7.22 Solvency. After giving effect to the transactions contemplated hereby, (a) the aggregate assets (after giving effect to amounts that could reasonably be received by reason of indemnity, offset, insurance or any
similar arrangement), at a fair valuation, of the Borrower and the Guarantors, taken as a whole, will exceed the aggregate Debt of the Borrower and the Guarantors on a consolidated basis, as the Debt becomes absolute and matures, (b) each of
the Borrower and the Guarantors will not have incurred or intended to incur, and will not believe that it will incur, Debt beyond its ability to pay such Debt (after taking into account the timing and amounts of cash to be received by each of the
Borrower and the Guarantors and the amounts to be payable on or in respect of its liabilities, and giving effect to amounts that could reasonably be received by reason of indemnity, offset, insurance or any similar arrangement) as such Debt becomes
absolute and matures and (c) each of the Borrower and the Guarantors will not have (and will have no reason to believe that it will have thereafter) unreasonably small capital for the conduct of its business. 
 ARTICLE VIII 
 Affirmative Covenants

 Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder
and all other amounts payable under the Loan Documents shall have been paid in full and all Letters of Credit shall have expired or terminated and all LC Disbursements shall have been reimbursed, the Borrower covenants and agrees with the Lenders
that: 
 Section 8.01 Financial Statements; Ratings Change; Other Information. The Borrower will furnish to the Administrative
Agent and each Lender: 
 (a) Annual Financial Statements. As soon as available, but in any event in accordance with then applicable
law and not later than 90 days after the end of each fiscal year of the Borrower, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth
in each case in comparative form the figures for the previous fiscal year, all reported on by independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any
qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated
Subsidiaries on a consolidated basis in accordance with GAAP consistently applied. 
  

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 (b) Quarterly Financial Statements. As soon as available, but in any event in accordance with then
applicable law and not later than 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, its consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as
of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of)
the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated Subsidiaries on a consolidated basis in
accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes. 
 (c) Certificate
of Financial Officer — Compliance. Concurrently with any delivery of financial statements under Section 8.01(a) or Section 8.01(b), a certificate of a Financial Officer in substantially the form of Exhibit D hereto
(i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations
demonstrating compliance with Section 8.13(b) and Section 9.01 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 7.04
and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate. 
 (d)
Certificate of Financial Officer — Consolidating Information. If, at any time, all of the Consolidated Subsidiaries of the Borrower are not Consolidated Restricted Subsidiaries, then concurrently with any delivery of financial statements
under Section 8.01(a) or Section 8.01(b), a certificate of a Financial Officer setting forth consolidating spreadsheets that show all Consolidated Unrestricted Subsidiaries and the eliminating entries, in such form as would be presentable
to the auditors of the Borrower. 
 (e) Certificate of Financial Officer — Swap Agreements. Concurrently with any delivery of any
Reserve Report or at such other times as may be reasonably requested by the Administrative Agent, a certificate of a Financial Officer, in form and substance satisfactory to the Administrative Agent, setting forth as of the last Business Day of the
calendar month preceding the delivery of such Reserve Report, a true and complete list of all Swap Agreements of the Borrower and each Restricted Subsidiary, the material terms thereof (including the type, term, effective date, termination date and
notional amounts or volumes), the net mark-to-market value therefor, any new credit support agreements relating thereto not listed on Schedule 7.20, any margin required or supplied under any credit support document, and the counterparty to each such
agreement. 
 (f) Certificate of Insurer — Insurance Coverage. Concurrently with any delivery of financial statements under
Section 8.01(a), a certificate of insurance coverage from each insurer with respect to the insurance required by Section 8.07, in form and substance satisfactory to the Administrative Agent, and, if requested by the Administrative Agent or
any Lender, all copies of the applicable policies. 
  

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 (g) Other Accounting Reports. Promptly upon receipt thereof, a copy of each other material report
or opinion submitted to the Borrower or any of its Subsidiaries by independent accountants in connection with any annual, interim or special audit made by them of the books of the Borrower or any such Subsidiary, and a copy of any response by the
Borrower or any such Subsidiary, or the Board of Directors of the Borrower or any such Subsidiary, to such material report or opinion. 
 (h)
SEC and Other Filings; Reports to Shareholders. Promptly after the same become publicly available, and upon the request of the Lenders, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or
any Subsidiary with the SEC, or with any national securities exchange and distributed by the Borrower to its shareholders. Documents required to be delivered pursuant to Sections 8.01(a), 8.01(b) and this 8.01(h) may be delivered electronically and
if so delivered, shall be deemed to have been delivered on the date on which the Administrative Agent receives notice from the Borrower, electronically or in writing, that such documents have been posted to EDGAR (or such other free,
publicly-accessible internet database that may be established and maintained by the SEC as a substitute for, or successor to, EDGAR). 
 (i)
Notices Under Material Instruments. Promptly after the furnishing thereof, copies of any financial statement, report or notice furnished to or by any Person pursuant to the terms of any preferred stock designation, indenture, loan or credit
or other similar agreement, other than this Agreement and not otherwise required to be furnished to the Lenders pursuant to any other provision of this Section 8.01. 
 (j) Lists of Purchasers. Concurrently with the delivery of the annual financial statements in accordance with Section 8.01(a), a list of Persons who purchase (or did purchase in the last 12 months) at
least 70% of the Hydrocarbons from the Borrower or any Restricted Subsidiary. 
 (k) Notice of Sales of Oil and Gas Properties. In the
event the Borrower or any Restricted Subsidiary intends to sell, transfer, assign or otherwise dispose of at least $25,000,000 worth of any Oil or Gas Properties or any Equity Interests in any Subsidiary in accordance with Section 9.13, prior
written notice of such disposition, the price thereof and the anticipated date of closing. 
 (l) Notice of Casualty Events. Prompt
written notice, and in any event within three Business Days after the Borrower obtains knowledge of the occurrence of any Casualty Event or the commencement of any action or proceeding that could reasonably be expected to result in a Casualty Event.

 (m) Information Regarding Borrower and Guarantors. Prompt written notice (and in any event within thirty (30) days prior
thereto) of any change (i) in the Borrower or any Guarantor’s corporate name or in any trade name used to identify such Person in the conduct of its business or in the ownership of its Properties, (ii) in the location of the Borrower
or any 

  

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Guarantor’s chief executive office or principal place of business, (iii) in the Borrower or any Guarantor’s identity or corporate structure or
in the jurisdiction in which such Person is incorporated or formed, (iv) in the Borrower or any Guarantor’s jurisdiction of organization or such Person’s organizational identification number in such jurisdiction of organization, and
(v) in the Borrower or any Guarantor’s federal taxpayer identification number. 
 (n) Production Report and Lease Operating
Statements. With the delivery of (i) Reserve Reports under Section 8.12 and (ii) quarterly financial statements under Section 8.01(b) for the first and third fiscal quarters of each year, a report setting forth, for each
calendar month during the then current fiscal year to date on a production date basis, the volume of production and sales attributable to production (and the prices at which such sales were made and the revenues derived from such sales) for each
such calendar month from the Oil and Gas Properties, and setting forth the related ad valorem, severance and production taxes and lease operating expenses attributable thereto and incurred for each such calendar month. 
 (o) Notices of Certain Changes. Promptly, but in any event within five (5) Business Days after the execution thereof, copies of any
amendment, modification or supplement to the certificate or articles of incorporation, by-laws, any preferred stock designation or any other organic document of the Borrower or any Restricted Subsidiary. 
 (p) Ratings Change. Promptly after Moody’s or S&P shall have announced a change in the rating, established or deemed to have been
established for the Borrower or any Material Indebtedness, written notice of such rating change. 
 (q) Production Report. Promptly
after preparation but no later than 45 days after the end of each fiscal quarter, a report from the Borrower in form and substance reasonably satisfactory to the Administrative Agent setting forth the production of crude oil and natural gas, each
calculated separately, for each month in such quarter. With each such report, the Borrower shall either (i) certify, represent and warrant that the internally forecasted production from the Oil and Gas Properties of the Borrower and the
Restricted Subsidiaries for all months in which the Borrower or one of its Restricted Subsidiaries has Swap Agreements equals or exceeds their prior month’s production of each of crude oil and natural gas, calculated separately, or
(ii) deliver an additional detailed forecasted production of each of crude oil and natural gas, calculated separately, for the next 48 months or if any Swap Agreements have a tenor in excess of 48 months, for a period corresponding to the tenor
of such Swap Agreements. 
 (r) Other Requested Information. Promptly following any request therefor, such other information regarding
the operations, business affairs and financial condition of the Borrower or any Subsidiary (including, without limitation, any Plan or Multiemployer Plan and any reports or other information required to be filed under ERISA), or compliance with the
terms of this Agreement or any other Loan Document, as the Administrative Agent or any Lender may reasonably request. 
 (s) Delivery of
Information Electronically. Notices to the Administrative Agent and the Lenders under this Section 8.01 may be delivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent, including
broadcast email to the Lenders that the available information has been made available to the Lenders on either the Borrower’s “Intralinks” page or the Borrower’s website at www.petrohawk.com. 
  

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 Section 8.02 Notices of Material Events. The Borrower will furnish to the Administrative
Agent and each Lender prompt written notice of the following: 
 (a) the occurrence of any Default; 
 (b) the filing or commencement of, or the threat in writing of, any action, suit, proceeding, investigation or arbitration by or before any arbitrator or
Governmental Authority against or affecting the Borrower or any Affiliate thereof not previously disclosed in writing to the Lenders or any material adverse development in any action, suit, proceeding, investigation or arbitration previously
disclosed to the Lenders that, if adversely determined, could reasonably be expected to result in liability in excess of $25,000,000 not fully covered by insurance, subject to normal deductibles; and 
 (c) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. 
 Each notice delivered under this Section 8.02 shall be accompanied by a statement of a Responsible Officer setting forth the details of the event or development
requiring such notice and any action taken or proposed to be taken with respect thereto. 
 Section 8.03 Existence; Conduct of
Business. The Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and
franchises material to the conduct of its business and maintain, if necessary, its qualification to do business in each other jurisdiction in which its Oil and Gas Properties is located or the ownership of its Properties requires such qualification,
except where the failure to so qualify could not reasonably be expected to have a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 9.12.

 Section 8.04 Payment of Obligations. The Borrower will, and will cause each Restricted Subsidiary to, pay its obligations,
including Tax liabilities of the Borrower and all of its Subsidiaries before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings,
(b) the Borrower or such Restricted Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in
a Material Adverse Effect or result in the seizure or levy of any Property of the Borrower or any Subsidiary. 
 Section 8.05
Performance of Obligations under Loan Documents. The Borrower will pay the Loans according to the reading, tenor and effect thereof, and the Borrower will, and will cause each Restricted Subsidiary to, do and perform every act and discharge
all of the obligations to be performed and discharged by them under the Loan Documents, including, without limitation, this Agreement, at the time or times and in the manner specified. 
  

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 Section 8.06 Operation and Maintenance of Properties. Except for matters that could not
reasonably be expected to result in a Material Adverse Effect, the Borrower, at its own expense, will, and will cause each Restricted Subsidiary to: 
 (a) operate its Oil and Gas Properties and other material Properties or cause such Oil and Gas Properties and other material Properties to be operated in a careful and efficient manner in accordance with the practices
of the industry and in compliance with all applicable contracts and agreements and in compliance with all Governmental Requirements, including, without limitation, applicable pro ration requirements and Environmental Laws, and all applicable laws,
rules and regulations of every other Governmental Authority from time to time constituted to regulate the development and operation of its Oil and Gas Properties and the production and sale of Hydrocarbons and other minerals therefrom. 

(b) keep and maintain all Property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted
preserve, maintain and keep in good repair, working order and efficiency (ordinary wear and tear excepted) all of its Oil and Gas Properties and other Properties, including, without limitation, all equipment, machinery and facilities. 
 (c) promptly pay and discharge, or make reasonable and customary efforts to cause to be paid and discharged, all delay rentals, royalties, expenses and
indebtedness accruing under the leases or other agreements affecting or pertaining to its Oil and Gas Properties and will do all other things necessary to keep unimpaired their rights with respect thereto and prevent any forfeiture thereof or
default thereunder. 
 (d) promptly perform or make reasonable and customary efforts to cause to be performed, in accordance with industry
standards, the obligations required by each and all of the assignments, deeds, leases, sub-leases, contracts and agreements affecting its interests in its Oil and Gas Properties and other material Properties. 
 (e) to the extent the Borrower is not the operator of any Property, the Borrower shall use reasonable efforts to cause the operator to comply with this
Section 8.06. 
 Section 8.07 Insurance. The Borrower will, and will cause each Restricted Subsidiary to, maintain, with
financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations. The loss payable
clauses or provisions in said insurance policy or policies insuring any of the collateral for the Loans shall be endorsed in favor of and made payable to the Administrative Agent as its interests may appear and such policies shall name the
Administrative Agent and the Lenders as “additional insureds” and provide that the insurer will endeavor to give at least 30 days prior notice of any cancellation to the Administrative Agent. 
 Section 8.08 Books and Records; Inspection Rights. The Borrower will, and will cause each Restricted Subsidiary to, keep proper books of
record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. The Borrower will, and will cause each Restricted Subsidiary to, permit any representatives 

  

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designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its Properties, to examine and make extracts from
its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times during normal business hours and as often as reasonably requested. 
 Section 8.09 Compliance with Laws. The Borrower will, and will cause each Restricted Subsidiary to, comply with all laws, rules, regulations
and orders of any Governmental Authority applicable to it or its Property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. 
 Section 8.10 Environmental Matters. 
 (a) The Borrower shall at its sole expense: (i) comply, and shall cause its Properties and operations and each Subsidiary and each Subsidiary’s Properties and operations to comply, with all applicable Environmental Laws, the
breach of which could be reasonably expected to have a Material Adverse Effect; (ii) not dispose of or otherwise release, and shall cause each Subsidiary not to dispose of or otherwise release, any oil, oil and gas waste, hazardous substance,
or solid waste on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties or any other Property to the extent caused by the Borrower’s or any of its Subsidiaries’ operations except in compliance with
applicable Environmental Laws, the disposal or release of which could reasonably be expected to have a Material Adverse Effect; (iii) timely obtain or file, and shall cause each Subsidiary to timely obtain or file, all notices, permits,
licenses, exemptions, approvals, registrations or other authorizations, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Borrower’s or its Subsidiaries’ Properties,
which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to completion, and shall cause each Subsidiary to promptly commence and diligently prosecute to
completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is
required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal or other release of any oil, oil and gas waste, hazardous substance or solid waste on,
under, about or from any of the Borrower’s or its Subsidiaries’ Properties, which failure to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; and (v) establish and
implement, and shall cause each Subsidiary to establish and implement, such procedures as may be necessary to continuously determine and assure that the Borrower’s and its Subsidiaries’ obligations under this Section 8.10(a) are
timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effect. 
 (b)
The Borrower will promptly, but in no event later than five days after the occurrence of a triggering event, notify the Administrative Agent and the Lenders in writing of any threatened action, investigation or inquiry by any Governmental Authority
or any threatened demand or lawsuit by any landowner or other third party against the Borrower or its Subsidiaries or their Properties of which the Borrower has Knowledge in connection with any Environmental Laws (excluding routine testing and
corrective action) if the Borrower reasonably anticipates that such action will result in liability (whether individually or in the aggregate) in excess of $25,000,000, not fully covered by insurance, subject to normal deductibles. 
  

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 (c) The Borrower will, and will cause each Subsidiary to, provide environmental audits and tests in
accordance with American Society of Testing Materials standards upon request by the Administrative Agent and the Lenders and no more than once per year in the absence of any Event of Default (or as otherwise required to be obtained by the
Administrative Agent or the Lenders by any Governmental Authority), in connection with any future acquisitions of Oil and Gas Properties or other Properties. 
 Section 8.11 Further Assurances. 
 (a) The Borrower at its expense will, and will cause each
Restricted Subsidiary to, promptly execute and deliver to the Administrative Agent all such other documents, agreements and instruments reasonably requested by the Administrative Agent to comply with, cure any defects or accomplish the conditions
precedent, covenants and agreements of the Borrower or any Restricted Subsidiary, as the case may be, in the Loan Documents, including the Notes, if requested, or to further evidence and more fully describe the collateral intended as security for
the Indebtedness, or to correct any omissions in this Agreement or the Security Instruments, or to state more fully the obligations secured therein, or to perfect, protect or preserve any Liens created pursuant to this Agreement or any of the
Security Instruments or the priority thereof, or to make any recordings, file any notices or obtain any consents, all as may be reasonably necessary or appropriate, in the reasonable discretion of the Administrative Agent, in connection therewith.

 (b) The Borrower hereby authorizes the Administrative Agent to file one or more financing or continuation statements, and amendments
thereto, relative to all or any part of the Mortgaged Property without the signature of the Borrower or any other Guarantor where permitted by law. A carbon, photographic or other reproduction of the Security Instruments or any financing statement
covering the Mortgaged Property or any part thereof shall be sufficient as a financing statement where permitted by law. 
 Section 8.12
Reserve Reports. 
 (a) On or before April 1st and October 1st of each year, commencing April 1,
2009, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report. The Reserve Report as of December 31st of each year shall be prepared by one or more Approved Petroleum Engineers, and the June 30th Reserve Report of each year
shall be prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate in all material respects and to have been prepared in accordance with the procedures used in the
immediately preceding December 31st Reserve Report. 
 (b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared by or
under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding
December 31st Reserve Report. For any Interim Redetermination 

  

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requested by the Administrative Agent or the Borrower pursuant to Section 2.07(b), the Borrower shall provide such Reserve Report with an “as
of” date as required by the Administrative Agent as soon as possible, but in any event no later than thirty (30) days following the receipt of such request. 
 (c) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate from a Responsible Officer certifying that in all material respects: (i) the
information contained in the Reserve Report and any other information delivered in connection therewith is true and correct in all material respects, (ii) the Borrower or its Restricted Subsidiaries owns good and defensible title to the Oil and
Gas Properties evaluated in such Reserve Report and such Properties are free of all Liens except for Liens permitted by Section 9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances,
take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require the Borrower or any Restricted Subsidiary to deliver Hydrocarbons
either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) none of their Oil and Gas Properties have been sold since the date of the last Borrowing Base
determination except as set forth on an exhibit to the certificate, which certificate shall list all of its Oil and Gas Properties sold and in such detail as reasonably required by the Administrative Agent, (v) attached to the certificate is a
list of all marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Borrower could reasonably be expected to have been obligated to list on Schedule 7.20 had such agreement
been in effect on the date hereof and (vi) attached thereto is a schedule of the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Properties and demonstrating that the Borrower is in compliance with
Section 8.14(a). 
 Section 8.13 Title Information. 
 (a) On or before the delivery to the Administrative Agent and the Lenders of each Reserve Report required by Section 8.12(a), the Borrower will
deliver title information in form and substance acceptable to the Administrative Agent covering enough of the Oil and Gas Properties evaluated by such Reserve Report that were not included in the immediately preceding Reserve Report, so that the
Administrative Agent shall have received, together with title information previously delivered to the Administrative Agent, reasonably satisfactory title information on at least 75% of the total value of the Oil and Gas Properties evaluated by such
Reserve Report. 
 (b) If the Borrower has provided title information for additional Properties under Section 8.13(a), the Borrower
shall, within 90 days of notice from the Administrative Agent that title defects or exceptions exist with respect to such additional Properties, either (i) cure any such title defects or exceptions (including defects or exceptions as to
priority) which are not permitted by Section 9.03 raised by such information, (ii) substitute acceptable Mortgaged Properties with no title defects or exceptions except for Excepted Liens (other than Excepted Liens described in clauses
(e), (g) and (h) of such definition) having an equivalent value or (iii) deliver title information in form and substance acceptable to the Administrative Agent so that the Administrative Agent shall have received, together with title
information previously delivered to the Administrative Agent, reasonably satisfactory title information on at least 75% of the total value of the Oil and Gas Properties evaluated by such Reserve Report. 
  

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 (c) If the Borrower is unable to cure any title defect requested by the Administrative Agent or the
Lenders to be cured within the 90-day period or the Borrower does not comply with the requirements to provide acceptable title information covering 75% of the Oil and Gas Properties evaluated in the most recent Reserve Report, such default shall not
be a Default, but instead the Administrative Agent and/or the Majority Lenders shall have the right to exercise the following remedy in their sole discretion from time to time, and any failure to so exercise this remedy at any time shall not be a
waiver as to future exercise of the remedy by the Administrative Agent or the Lenders. To the extent that the Administrative Agent or the Majority Lenders are not satisfied with title to any Mortgaged Property after the 90-day period has elapsed,
such unacceptable Mortgaged Property shall not count towards the 75% requirement, and the Administrative Agent may send a notice to the Borrower and the Lenders that the then outstanding Borrowing Base shall be reduced by an amount as determined by
the Majority Lenders to cause the Borrower to be in compliance with the requirement to provide acceptable title information on 75% of the value of the Oil and Gas Properties. This new Borrowing Base shall become effective immediately after receipt
of such notice. 
 Section 8.14 Additional Collateral; Additional Guarantors. 
 (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged
Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the Oil and Gas Properties evaluated in the most recently completed Reserve Report after giving effect
to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total value, then the Borrower shall, and shall cause its Restricted Subsidiaries
to, grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c), to the Administrative Agent as security for the Indebtedness a first-priority Lien interest (subject only to Excepted Liens of the type
described in clauses (a) to (d) and (f) of the definition thereof, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that
after giving effect thereto, the Mortgaged Properties will represent at least 80% of such total value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing
statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to
comply with the foregoing, if any Restricted Subsidiary places a Lien on its Oil and Gas Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b). 
 (b) In the event that (i) the Borrower determines that any Restricted Subsidiary is a Material Domestic Subsidiary or (ii) any Domestic
Subsidiary incurs or guarantees any Debt, the Borrower shall promptly cause such Restricted Subsidiary to guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such
Restricted Subsidiary to, (A) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (B) pledge all of the Equity Interests of such 

  

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new Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an
appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested
by the Administrative Agent. 
 (c) In the event that the Borrower or any Domestic Subsidiary becomes the owner of a Foreign Subsidiary which
has total assets in excess of $10,000,000, then the Borrower shall promptly, or shall cause such Domestic Subsidiary to promptly, guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower
shall, or shall cause such Domestic Subsidiary to, (i) execute and deliver a supplement to the Guaranty Agreement, (ii) pledge 65% of all the Equity Interests of such Foreign Subsidiary (including, without limitation, delivery of original
stock certificates evidencing such Equity Interests of such Foreign Subsidiary, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) execute and deliver such other
additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. 
 Section 8.15 ERISA Compliance. The Borrower will promptly furnish and will cause the Subsidiaries and any ERISA Affiliate to promptly furnish to the Administrative Agent (i) promptly after the filing thereof with the United
States Secretary of Labor or the Internal Revenue Service, copies of each annual and other report with respect to each Plan or any trust created thereunder, and (ii) immediately upon becoming aware of the occurrence of any “prohibited
transaction,” as described in section 406 of ERISA or in section 4975 of the Code, in connection with any Plan or any trust created thereunder, a written notice signed by the President or the principal Financial Officer, the Subsidiary or the
ERISA Affiliate, as the case may be, specifying the nature thereof, what action the Borrower, the Subsidiary or the ERISA Affiliate is taking or proposes to take with respect thereto, and, when known, any action taken or proposed by the Internal
Revenue Service or the Department of Labor with respect thereto. 
 Section 8.16 Swap Agreements. The Borrower shall or shall
cause one or more of its Restricted Subsidiaries (which is a Guarantor) to maintain the hedged position established by the Swap Agreements included in Schedule 7.20 during the period from the Effective Date until the next redetermination of the
Borrowing Base and shall neither assign, terminate or unwind any such Swap Agreements nor sell any Swap Agreements if the effect of such action (when taken together with any other Swap Agreements executed contemporaneously with the taking of such
action) would have the effect of canceling its positions under such Swap Agreements required hereby. 
 Section 8.17 Unrestricted
Subsidiaries. The Borrower: 
 (a) will cause the management, business and affairs of each of the Borrower and its Restricted
Subsidiaries to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not
permitting Properties of the Borrower and its respective Restricted Subsidiaries to be commingled) so that each Unrestricted Subsidiary that is a corporation will be treated as a corporate entity separate and distinct from Borrower and the
Restricted Subsidiaries. 
  

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 (b) will not, and will not permit any of the Restricted Subsidiaries to, incur, assume, guarantee or be
or become liable for any Debt of any of the Unrestricted Subsidiaries. 
 (c) will not permit any Unrestricted Subsidiary to hold any Equity
Interest in, or any Debt of, the Borrower or any Restricted Subsidiary. 
 Section 8.18 Marketing Activities. The Borrower will
not, and will not permit any of its Restricted Subsidiaries to, engage in marketing activities for any Hydrocarbons or enter into any contracts related thereto other than (i) contracts for the sale of Hydrocarbons scheduled or reasonably
estimated to be produced from their proved Oil and Gas Properties during the period of such contract, (ii) contracts for the sale of Hydrocarbons scheduled or reasonably estimated to be produced from proved Oil and Gas Properties of third
parties during the period of such contract associated with the Oil and Gas Properties of the Borrower and its Restricted Subsidiaries that the Borrower or one of its Restricted Subsidiaries has the right to market pursuant to joint operating
agreements, unitization agreements or other similar contracts that are usual and customary in the oil and gas business and (iii) other contracts for the purchase and/or sale of Hydrocarbons of third parties (A) which have generally
offsetting provisions (i.e. corresponding pricing mechanics, delivery dates and points and volumes) such that no “position” is taken and (B) for which appropriate credit support has been taken to alleviate the material credit risks of
the counterparty thereto. 
 ARTICLE IX 
 Negative Covenants 
 Until the Commitments have expired or terminated and the principal of and
interest on each Loan and all fees payable hereunder and all other amounts payable under the Loan Documents have been paid in full and all Letters of Credit have expired or terminated and all LC Disbursements shall have been reimbursed, the Borrower
covenants and agrees with the Lenders that: 
 Section 9.01 Financial Covenants. 
 (a) Interest Coverage Ratio. The Borrower will not, as of the last day of any fiscal quarter, permit its ratio of EBITDA for the period of four
fiscal quarters then ending to Interest Expense for such period to be less than 2.5 to 1.0. 
 (b) Current Ratio. The Borrower will
not permit, as of the last day of any fiscal quarter, its ratio of (i) consolidated current assets (including the unused amount of the total Commitments, but excluding any non-cash gains on Swap Agreements and any deferred income tax, to
(ii) consolidated current liabilities (but excluding any non-cash losses on Swap Agreements and any deferred tax liabilities and any current maturities of long-term Debt) to be less than 1.0 to 1.0. 
  

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

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 Section 9.03 Liens. The Borrower will not, and will not permit any Restricted Subsidiary to,
create, incur, assume or permit to exist any Lien on any of its Properties (now owned or hereafter acquired), except: 
 (a) Liens securing
the payment of any Indebtedness. 
 (b) Excepted Liens. 
 (c) Liens securing Capital Leases permitted by Section 9.02(d) but only on the Property under lease. 
 (d) Liens on Letters of Credit issued hereunder pledged to secure obligations under any Swap Agreement permitted by Section 9.19. 
 (e) Liens on Property not constituting collateral for the Indebtedness and not otherwise permitted by the foregoing clauses of this Section 9.03; provided that the aggregate principal or face amount of all Debt secured under this
Section 9.03(e) shall not exceed $25,000,000 at any time. 
 Section 9.04 Dividends, Distributions and Redemptions; Repayment of
Senior Notes. 
 (a) Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make,
or agree to pay or make, directly or indirectly, any Restricted Payment, return any capital to its stockholders or make any distribution of its Property to its Equity Interest holders, except (i) the Borrower may declare and pay dividends with
respect to its Equity Interests payable solely in additional shares of its Equity Interests (other than Disqualified Capital Stock), (ii) Subsidiaries may declare and pay dividends or any other distributions with respect to their Equity
Interests, (iii) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries, and (iv) the Borrower may terminate
its directors’ or employees’ option agreements or restricted stock agreements under any of Borrower’s incentive stock plans provided, however, that the aggregate amounts paid in respect thereof do not exceed $5,000,000. 
 (b) Redemption of Senior Notes; Amendment of Senior Indentures. The Borrower will not, and will not permit any Restricted Subsidiary to, prior to
the date that is ninety-one (91) days after the Maturity Date: (i) call, make or offer to make any optional or voluntary Redemption of or otherwise optionally or voluntarily Redeem (whether in whole or in part) the Senior Notes; provided
that the Borrower may (A) prepay any Senior Notes and any premiums relating thereto with the Net Cash Proceeds of any sale of Equity Interests (other than Disqualified Capital Stock) of the Borrower or with the net cash proceeds of Permitted
Refinancing Debt and (B) Redeem or otherwise repurchase any issue of Senior Notes if (1) the outstanding principal balance of such issue is less than $25,000,000, (2) no Default or Event of Default has occurred and is continuing or
would exist after giving effect to such Redemption or repurchase and (3) after giving pro forma effect to any such Redemption or repurchase, the Borrower would have at least $100,000,000 of unused availability under the Borrowing Base,
(ii) amend, modify, waive or otherwise change, consent or agree to any amendment, supplement, modification, waiver or other change to, any of the terms of the Senior Notes or any Senior 

  

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Indenture if (A) the effect thereof would be to shorten its maturity or average life or increase the amount of any payment of principal thereof or
increase the rate or shorten any period for payment of interest thereon, or (B) such action requires the payment of a consent fee (howsoever described), provided that the foregoing shall not prohibit the execution of supplemental indentures to
add guarantors if required by the terms of any Senior Indenture provided such Person complies with Section 8.14(b). 
 Section 9.05
Investments, Loans and Advances. The Borrower will not, and will not permit any Restricted Subsidiary to, make or permit to remain outstanding any Investments in or to any Person, except that the foregoing restriction shall not apply to:

 (a) Investments reflected in the Financial Statements or which are disclosed to the Lenders in Schedule 9.05. 
 (b) accounts receivable arising in the ordinary course of business. 
 (c) direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agency thereof, in each case maturing within one year from the date of creation thereof.

 (d) commercial paper maturing within one year from the date of creation thereof rated in the highest grade by S&P or Moody’s.

 (e) deposits maturing within one year from the date of creation thereof with, including certificates of deposit issued by, any Lender or
any office located in the United States of any other bank or trust company which is organized under the laws of the United States or any state thereof, has capital, surplus and undivided profits aggregating at least $100,000,000 (as of the date of
such bank or trust company’s most recent financial reports) and has a short term deposit rating of no lower than A2 or P2, as such rating is set forth from time to time, by S&P or Moody’s, respectively or, in the case of any Foreign
Subsidiary, a bank organized in a jurisdiction in which the Foreign Subsidiary conducts operations having assets in excess of $500,000,000 (or its equivalent in another currency). 
 (f) deposits in money market funds investing exclusively in Investments described in Section 9.05(c), Section 9.05(d) or Section 9.05(e).

 (g) Investments (i) made by the Borrower in or to the Guarantors, (ii) made by any Restricted Subsidiary in or to the Borrower
or any Guarantor, (iii) made by the Borrower or any Restricted Subsidiary in or to all other Domestic Subsidiaries which are not Guarantors in an aggregate amount at any one time outstanding not to exceed $1,000,000, and (iv) made by the
Borrower or any Restricted Subsidiary in or to any Foreign Subsidiary in an aggregate amount at any one time outstanding not to exceed $500,000. 
 (h) subject to the limits in Section 9.07, Investments (including, without limitation, capital contributions) in general or limited partnerships or other types of entities (each a “venture”) entered into by the
Borrower or a Restricted Subsidiary with others in the ordinary course of business; provided that (i) any such venture is engaged exclusively in oil and gas exploration, development, production, processing and related activities, including
transportation, 

  

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(ii) the interest in such venture is acquired in the ordinary course of business and on fair and reasonable terms and (iii) such venture interests
acquired and capital contributions made (valued as of the date such interest was acquired or the contribution made) do not exceed, in the aggregate at any time outstanding an amount equal to $25,000,000. 
 (i) subject to the limits in Section 9.07, Investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems
related thereto or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and
production business located within the geographic boundaries of the United States of America. 
 (j) loans or advances to employees, officers
or directors in the ordinary course of business of the Borrower or any of its Restricted Subsidiaries, in each case only as permitted by applicable law, including Section 402 of the Sarbanes Oxley Act of 2002, but in any event not to exceed
$200,000 in the aggregate at any time. 
 (k) Investments in stock, obligations or securities received in settlement of debts arising from
Investments permitted under this Section 9.05 owing to the Borrower or any Restricted Subsidiary as a result of a bankruptcy or other insolvency proceeding of the obligor in respect of such debts or upon the enforcement of any Lien in favor of
the Borrower or any of its Restricted Subsidiaries; provided that the Borrower shall give the Administrative Agent prompt written notice in the event that the aggregate amount of all Investments held at any one time under this Section 9.05(k)
exceeds $5,000,000. 
 (l) Other Investments (including investments in Unrestricted Subsidiaries) not to exceed $25,000,000. 
 Section 9.06 Designation and Conversion of Restricted and Unrestricted Subsidiaries; Debt of Unrestricted Subsidiaries. 
 (a) Unless designated as an Unrestricted Subsidiary on Schedule 7.14 as of the date hereof or thereafter, assuming compliance with Section 9.06(b),
any Person that becomes a Subsidiary of the Borrower or any of its Restricted Subsidiaries shall be classified as a Restricted Subsidiary. 
 (b) The Borrower may designate by written notification thereof to the Administrative Agent, any Restricted Subsidiary, including a newly formed or newly acquired Subsidiary, as an Unrestricted Subsidiary if (i) prior, and after giving
effect, to such designation, neither a Default nor a Borrowing Base deficiency would exist and (ii) such designation is deemed to be an Investment in an Unrestricted Subsidiary in an amount equal to the fair market value as of the date of such
designation of the Borrower’s direct and indirect ownership interest in such Subsidiary and such Investment would be permitted to be made at the time of such designation under Section 9.05(l). Except as provided in this
Section 9.06(b), no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. 
  

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 (c) The Borrower may designate any Unrestricted Subsidiary to be a Restricted Subsidiary if after giving
effect to such designation, (i) the representations and warranties of the Borrower and its Restricted Subsidiaries contained in each of the Loan Documents are true and correct on and as of such date as if made on and as of the date of such
redesignation (or, if stated to have been made expressly as of an earlier date, were true and correct as of such date), (ii) no Default would exist and (iii) the Borrower complies with the requirements of Section 8.14,
Section 8.17 and Section 9.16. Any such designation shall be treated as a cash dividend in an amount equal to the lesser of the fair market value of the Borrower’s direct and indirect ownership interest in such Subsidiary or the
amount of the Borrower’s cash investment previously made for purposes of the limitation on Investments under Section 9.05(l). 
 (d) The Borrower shall not permit the aggregate principal amount of all Non-Recourse Debt outstanding at any one time to exceed $25,000,000. 
 Section 9.07 Nature of Business; International Operations. Neither the Borrower nor any Restricted Subsidiary will allow any material change to be made in the character of its business as an independent
oil and gas exploration, development and production company and activities incidental to the foregoing. From and after the date hereof, the Borrower and its Domestic Subsidiaries will not acquire or make any other expenditure (whether such
expenditure is capital, operating or otherwise) in or related to, any Oil and Gas Properties not located within the geographical boundaries of the United States. 
 Section 9.08 Limitation on Leases. Neither the Borrower nor any Restricted Subsidiary will create, incur, assume or suffer to exist any obligation for the payment of rent or hire of Property of any kind
whatsoever (real or personal but excluding Capital Leases and leases of Hydrocarbon Interests and firm transportation contracts or arrangements), under leases or lease agreements which would cause the aggregate amount of all payments made by the
Borrower and the Restricted Subsidiaries pursuant to all such leases or lease agreements, including, without limitation, any residual payments at the end of any lease, to exceed $25,000,000 in any period of twelve consecutive calendar months during
the life of such leases. 
 Section 9.09 Proceeds of Loans. The Borrower will not permit the proceeds of the Loans to be used for
any purpose other than those permitted by Section 7.21. Neither the Borrower nor any Person acting on behalf of the Borrower has taken or will take any action which might cause any of the Loan Documents to violate Regulations T, U or X or any
other regulation of the Board or to violate Section 7 of the Securities Exchange Act of 1934 or any rule or regulation thereunder, in each case as now in effect or as the same may hereinafter be in effect. If requested by the Administrative
Agent, the Borrower will furnish to the Administrative Agent and each Lender a statement to the foregoing effect in conformity with the requirements of FR Form U-1 or such other form referred to in Regulation U, Regulation T or Regulation X of the
Board, as the case may be. 
 Section 9.10 ERISA Compliance. 
 (a) The Borrower will not, and will not permit any Subsidiary to, at any time: 
 (b) engage in, or permit any ERISA Affiliate to engage in, any transaction in connection with which the Borrower, a Subsidiary or any ERISA Affiliate
could be subjected to either a civil penalty assessed pursuant to subsections (c), (i), (l) or (m) of section 502 of ERISA or a tax imposed by Chapter 43 of Subtitle D of the Code, if either of which would have a Material Adverse
Effect. 
  

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

 (b) any Foreign Subsidiary of the Borrower may participate in a consolidation with any one or more Foreign Subsidiaries; provided that if
one of such Foreign Subsidiaries is a Wholly-Owned Subsidiary, the survivor shall be a Wholly-Owned Subsidiary. 
 Section 9.13 Sale
of Properties. The Borrower will not, and will not permit any Restricted Subsidiary to, sell, assign, farm-out, convey or otherwise transfer any Property except for (a) the sale of Hydrocarbons in the ordinary course of business;
(b) farmouts of undeveloped acreage and assignments in connection with such farmouts; (c) the sale or transfer of equipment 

  

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that is no longer necessary for the business of the Borrower or such Restricted Subsidiary or is replaced by equipment of at least comparable value and use;
(d) the sale, transfer or other disposition of Equity Interests in Unrestricted Subsidiaries; (e) the sale or other disposition (including Casualty Events) of any Oil and Gas Property or any interest therein or any Restricted Subsidiary
owning Oil and Gas Properties; provided that (i) 100% of the consideration received in respect of such sale or other disposition shall be cash, (ii) the consideration received in respect of such sale or other disposition shall be equal to
or greater than the fair market value of the Oil and Gas Property, interest therein or Restricted Subsidiary subject of such sale or other disposition (as reasonably determined by the board of directors of the Borrower and, if requested by the
Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (iii) if such sale or other disposition of Oil and Gas Property or Restricted Subsidiary owning Oil and Gas
Properties included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates is sold for a price in excess of 7% of the Borrowing Base then in effect, individually or in the aggregate,
then the Borrowing Base shall be reduced, effective immediately upon such sale or disposition, by an amount equal to the value, if any, assigned such Property in the most recently delivered Reserve Report and (iv) if any such sale or other
disposition is of a Restricted Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such Restricted Subsidiary; (f) sales and other transfers of Properties between the Company and
any Restricted Subsidiary or between any Restricted Subsidiary and any other Restricted Subsidiary; and (g) sales and other dispositions of Properties not regulated by Section 9.13(a) to (e) having a fair market value not to exceed
$25,000,000 during any 12-month period. 
 Section 9.14 Environmental Matters. The Borrower will not, and will not permit any
Restricted Subsidiary to, cause or permit any of its Property to be in violation of, or do anything or permit anything to be done which will subject any such Property to any Remedial Work under any Environmental Laws, assuming disclosure to the
applicable Governmental Authority of all relevant facts, conditions and circumstances, if any, pertaining to such Property where such violations or remedial obligations could reasonably be expected to have a Material Adverse Effect. 
 Section 9.15 Transactions with Affiliates. The Borrower will not, and will not permit any Restricted Subsidiary to, enter into any
transaction, including, without limitation, any purchase, sale, lease or exchange of Property or the rendering of any service, with any Affiliate (other than the Guarantors and Wholly-Owned Subsidiaries of the Borrower) unless such transactions are
otherwise permitted under this Agreement and are upon fair and reasonable terms no less favorable to it than it would obtain in a comparable arm’s length transaction with a Person not an Affiliate. 
 Section 9.16 Subsidiaries. The Borrower will not, and will not permit any Restricted Subsidiary to, create or acquire any additional
Restricted Subsidiary or redesignate an Unrestricted Subsidiary as a Restricted Subsidiary unless the Borrower gives written notice to the Administrative Agent of such creation or acquisition and complies with Section 8.14(b) and
Section 8.14(c). The Borrower shall not, and shall not permit any Restricted Subsidiary to, sell, assign or otherwise dispose of any Equity Interests in any Restricted Subsidiary except in compliance with Section 9.13(e). 
  

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 Section 9.17 Negative Pledge Agreements; Dividend Restrictions. The Borrower will not, and
will not permit any Restricted Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its
Property in favor of the Administrative Agent and the Lenders or restricts any Restricted Subsidiary from paying dividends or making distributions to the Borrower or any Guarantor, or which requires the consent of or notice to other Persons in
connection therewith; provided, however, the preceding restrictions will not apply to encumbrances or restrictions arising under or by reason of (a) this Agreement or the Security Instruments, (b) any leases, licenses or similar contracts
as they affect any Property or Lien subject to a lease or license, (c) any contract, agreement or understanding creating Liens on Capital Leases permitted by Section 9.03(c) (but only to the extent related to the Property on which such
Liens were created, (d) any restriction with respect to a Subsidiary imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all of the equity or Property of such Subsidiary (or the
Property that is subject to such restriction) pending the closing of such sale or disposition, or (e) customary provisions with respect to the distribution of Property in joint venture agreements. 
 Section 9.18 Gas Imbalances, Take-or-Pay or Other Prepayments. The Borrower will not allow gas imbalances, take-or-pay or other prepayments
with respect to the Oil and Gas Properties of the Borrower or any Restricted Subsidiary that would require the Borrower or such Restricted Subsidiary to deliver Hydrocarbons at some future time without then or thereafter receiving full payment
therefor to exceed a volume equal to 1% of the total proved reserves (on an mcf equivalent basis) set forth in the most recently delivered Reserve Report in the aggregate. 
 Section 9.19 Swap Agreements. The Borrower will not, and will not permit any Restricted Subsidiary to, enter into any Swap Agreements with
any Person other than (a) Swap Agreements in respect of commodities (i) with an Approved Counterparty and (ii) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis
differential swaps on volumes already hedged pursuant to other Swap Agreements) do not exceed, as of the date such Swap Agreement is executed and at any time thereafter, (A) 100% of the Current Production for each month during the period during
which such Swap Agreement is in effect for crude oil and natural gas, calculated on a natural gas equivalent basis, for the period of 24 months following the date such Swap Agreement is executed; (B) 75% of the Current Production for each month
during the period during which such Swap Agreement is in effect for crude oil and natural gas, calculated on a natural gas equivalent basis, for the period of 25 to 36 months following the date such Swap Agreement is executed; and (C) 50% of
the Current Production for each month during the period during which such Swap Agreement is in effect for crude oil and natural gas, calculated on a natural gas equivalent basis, for the period of 37 to 48 months following the date such Swap
Agreement is executed, and (b) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when
aggregated with all other Swap Agreements of the Borrower and its Restricted Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 50% of the then outstanding principal amount of the Borrower’s
Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower
and its Restricted Subsidiaries then in effect 

  

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effectively converting interest rates from floating to fixed) do not exceed 75% of the then outstanding principal amount of the Borrower’s Debt for
borrowed money which bears interest at a floating rate. In no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower or any Restricted Subsidiary to post collateral or margin to secure their obligations under
such Swap Agreement or to cover market exposures except to the extent permitted by Section 9.03(d). 
 ARTICLE X 
 Events of Default; Remedies 
 Section 10.01 Events of Default. One or more of the following events shall constitute an “Event of Default”: 
 (a) the Borrower shall fail to pay any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for
prepayment thereof or otherwise. 
 (b) the Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an
amount referred to in Section 10.01(a)) payable under any Loan Document, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three Business Days. 
 (c) any representation or warranty made or deemed made by or on behalf of the Borrower or any Restricted Subsidiary in or in connection with any Loan
Document or any amendment or modification of any Loan Document or waiver under such Loan Document, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with any Loan Document or any amendment or
modification thereof or waiver thereunder, shall prove to have been incorrect when made or deemed made. 
 (d) the Borrower or any Restricted
Subsidiary shall fail to observe or perform any covenant, condition or agreement contained in Section 8.01(i), Section 8.01(m), Section 8.01(p), Section 8.02, Section 8.03, Section 8.15 or in ARTICLE IX. 
 (e) the Borrower or any Restricted Subsidiary shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other
than those specified in Section 10.01(a), Section 10.01(b) or Section 10.01(d)) or any other Loan Document, and such failure shall continue unremedied for a period of 30 days after the earlier to occur of (A) notice thereof from
the Administrative Agent to the Borrower (which notice will be given at the request of any Lender) or (B) a Responsible Officer of the Borrower or such Restricted Subsidiary otherwise becoming aware of such default. 
 (f) the Borrower or any Restricted Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of
any Material Indebtedness prior to the longer of (i) three (3) Business Days after the same shall become due and payable or (ii) the expiration of any applicable grace period. 
  

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 (g) any event or condition occurs that results in any Material Indebtedness becoming due prior to its
scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to
become due, or to require the Redemption thereof or any offer to Redeem to be made in respect thereof, prior to its scheduled maturity or require the Borrower or any Restricted Subsidiary to make an offer in respect thereof. 
 (h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief
in respect of the Borrower or any Restricted Subsidiary or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the
appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Restricted Subsidiary or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue
undismissed for 30 days or an order or decree approving or ordering any of the foregoing shall be entered. 
 (i) the Borrower or any
Restricted Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or
hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in Section 10.01(h), (iii) apply for or consent to the appointment of a receiver,
trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Restricted Subsidiary or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in
any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing. 
 (j) the Borrower or any Restricted Subsidiary shall become unable, admit in writing its inability or fail generally to pay its debts as they become due. 
 (k) one or more judgments for the payment of money in an aggregate amount in excess of $10,000,000 (to the extent not covered by independent third party
insurance provided by insurers of the highest claims paying rating or financial strength as to which the insurer does not dispute coverage and is not subject to an insolvency proceeding) shall be rendered against the Borrower, any Restricted
Subsidiary or any combination thereof and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy
upon any assets of the Borrower or any Restricted Subsidiary to enforce any such judgment. 
 (l) the Loan Documents after delivery thereof
shall for any reason, except to the extent permitted by the terms thereof, cease to be in full force and effect and valid, binding and enforceable in accordance with their terms against the Borrower or a Guarantor party thereto or shall be
repudiated by any of them, or cease to create a valid and perfected Lien of the priority required thereby on any of the collateral purported to be covered thereby, except to the extent permitted by the terms of this Agreement, or the Borrower or any
Restricted Subsidiary or any of their Affiliates shall so state in writing. 
 (m) a Change in Control shall occur. 
  

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 Section 10.02 Remedies. 
 (a) In the case of an Event of Default other than one described in Section 10.01(h), Section 10.01(i) or Section 10.01(j), at any time
thereafter during the continuance of such Event of Default, the Administrative Agent, at the direction of the Majority Lenders, shall, by notice to the Borrower, take either or both of the following actions, at the same or different times:
(i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Notes, if any, and the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so
declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower
and the Guarantors accrued hereunder and under the Loans, the Notes, if any, and the other Loan Documents (including, without limitation, the payment of cash collateral to secure the LC Exposure as provided in Section 2.08(j)), shall become due
and payable immediately, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other notice of any kind, all of which are hereby waived by the Borrower and each Guarantor; and in case of an Event of Default
described in Section 10.01(h), Section 10.01(i) or Section 10.01(j), the Commitments shall automatically terminate and the Notes, if any, and the principal of the Loans then outstanding, together with accrued interest thereon and all
fees and the other obligations of the Borrower and the Guarantors accrued hereunder and under the Loans, the Notes, if any, and the other Loan Documents (including, without limitation, the payment of cash collateral to secure the LC Exposure as
provided in Section 2.08(j)), shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower and each Guarantor. 
 (b) In the case of the occurrence of an Event of Default, the Administrative Agent and the Lenders will have all other rights and remedies available at
law and equity. 
 (c) All proceeds realized from the liquidation or other disposition of collateral or otherwise received after maturity of
the Loans, whether by acceleration or otherwise, shall be applied: first, to reimbursement of expenses and indemnities provided for in this Agreement and the Security Instruments; second, to accrued interest on the Loans; third,
to fees; fourth, pro rata to principal outstanding on the Loans and Indebtedness referred to in clause (b) of the definition of “Indebtedness” owing to a Lender or an Affiliate of a Lender; fifth, to any other
Indebtedness; sixth, to serve as cash collateral to be held by the Administrative Agent to secure the LC Exposure; and any excess shall be paid to the Borrower or as otherwise required by any Governmental Requirement. 
 ARTICLE XI 
 The Agents

 Section 11.01 Appointment; Powers. Each of the Lenders and the Issuing Bank hereby irrevocably appoints the Administrative
Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof and the other Loan Documents, together with such actions and
powers as are reasonably incidental thereto. 
  

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 Section 11.02 Duties and Obligations of Administrative Agent. The Administrative Agent shall
not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless
of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except as provided in Section 11.03, and (c) except as
expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by
the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the
Borrower or a Lender, and shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents
of any certificate, report or other document delivered hereunder or under any other Loan Document or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set
forth herein or in any other Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, (v) the satisfaction of any condition
set forth in ARTICLE VI or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or as to those conditions precedent expressly required to be to the Administrative Agent’s
satisfaction, (vi) the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower and its Subsidiaries or any other obligor or guarantor, or (vii) any failure by the Borrower or
any other Person (other than itself) to perform any of its obligations hereunder or under any other Loan Document or the performance or observance of any covenants, agreements or other terms or conditions set forth herein or therein. 
 Section 11.03 Action by Administrative Agent. The Administrative Agent shall not have any duty to take any discretionary action or exercise
any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Administrative Agent is required to exercise in writing as directed by the Majority Lenders (or such other number or percentage of the Lenders as
shall be necessary under the circumstances as provided in Section 12.02) and in all cases the Administrative Agent shall be fully justified in failing or refusing to act hereunder or under any other Loan Documents unless it shall
(a) receive written instructions from the Majority Lenders or the Lenders, as applicable, (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 12.02) specifying the action
to be taken and (b) be indemnified to its satisfaction by the Lenders against any and all liability and expenses which may be incurred by it by reason of taking or continuing to take any such action. The instructions as aforesaid and any action
taken or failure to act pursuant thereto by the Administrative Agent shall be binding on all of the Lenders. If a Default has occurred and is continuing, then the Administrative Agent shall take such action with respect to such Default as shall be
directed by the requisite Lenders in the written instructions (with indemnities) described in this Section 11.03, provided that, unless and until the Administrative Agent shall have received such directions, the Administrative Agent may (but
shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default as it shall deem advisable in the best interests of the Lenders. In no event, however, shall the 

  

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Administrative Agent be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to this Agreement, the
Loan Documents or applicable law. If a Default has occurred and is continuing, neither any Co-Syndication Agents nor any Co-Documentation Agent shall have any obligation to perform any act in respect thereof. No Agent shall be liable for any action
taken or not taken by it with the consent or at the request of the Majority Lenders or the Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 12.02), and otherwise no
Agent shall be liable for any action taken or not taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith INCLUDING ITS OWN
ORDINARY NEGLIGENCE, except for its own gross negligence or willful misconduct. 
 Section 11.04 Reliance by Administrative
Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to
have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon and
each of the Borrower, the Lenders and the Issuing Bank hereby waives the right to dispute the Administrative Agent’s record of such statement, except in the case of gross negligence or willful misconduct by the Administrative Agent. The
Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any
such counsel, accountants or experts. The Agents may deem and treat the payee of the Note, if any, as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof permitted hereunder shall have
been filed with the Administrative Agent. 
 Section 11.05 Subagents. The Administrative Agent may perform any and all its duties
and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their
respective Related Parties. The exculpatory provisions of the preceding Sections of this ARTICLE XI shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective
activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. 
 Section 11.06 Resignation or Removal of Agents. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06, any Agent may resign at any time by notifying the Lenders, the Issuing Bank
and the Borrower, and any Agent may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right, with the consent of the Borrower, which consent shall not be
unreasonably withheld or delayed, to appoint a successor. If no successor shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation or removal of the retiring Agent,
then the retiring Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Agent, or an Affiliate of any such bank. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and
become vested with all the rights, powers, 

  

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privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the
Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent’s resignation hereunder, the provisions of this ARTICLE XI and
Section 12.03 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Agent. 

Section 11.07 Agents as Lenders. Each bank serving as an Agent hereunder shall have the same rights and powers in its capacity as a Lender
as any other Lender and may exercise the same as though it were not an Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any Subsidiary or other
Affiliate thereof as if it were not an Agent hereunder. 
 Section 11.08 No Reliance. Each Lender acknowledges that it has,
independently and without reliance upon the Administrative Agent, any other Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement
and each other Loan Document to which it is a party. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent, any other Agent or any other Lender and based on such documents and information as it
shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document, any related agreement or any document furnished hereunder or thereunder. The
Agents shall not be required to keep themselves informed as to the performance or observance by the Borrower or any of its Subsidiaries of this Agreement, the Loan Documents or any other document referred to or provided for herein or to inspect the
Properties or books of the Borrower or its Subsidiaries. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no Agent or the Arranger shall have any
duty or responsibility to provide any Lender with any credit or other information concerning the affairs, financial condition or business of the Borrower (or any of its Affiliates) which may come into the possession of such Agent or any of its
Affiliates. In this regard, each Lender acknowledges that Vinson & Elkins L.L.P. is acting in this transaction as special counsel to the Administrative Agent only, except to the extent otherwise expressly stated in any legal opinion or any
Loan Document. Each other party hereto will consult with its own legal counsel to the extent that it deems necessary in connection with the Loan Documents and the matters contemplated therein. 
 Section 11.09 Administrative Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Borrower or any of its Subsidiaries, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and
payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise: 

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

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 (b) to collect and receive any monies or other property payable or deliverable on any such claims and to
distribute the same; 
 and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is
hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount
due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Section 12.03. 
 Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of
reorganization, arrangement, adjustment or composition affecting the Indebtedness or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding. 
 Section 11.10 Authority of Administrative Agent to Release Collateral and Liens. Each Lender and the Issuing Bank hereby authorizes the
Administrative Agent to release any collateral that is permitted to be sold or released pursuant to the terms of the Loan Documents. Each Lender and the Issuing Bank hereby authorizes the Administrative Agent to execute and deliver to the Borrower,
at the Borrower’s sole cost and expense, any and all releases of Liens, termination statements, assignments or other documents reasonably requested by the Borrower in connection with any sale or other disposition of Property to the extent such
sale or other disposition is permitted by the terms of Section 9.13 or is otherwise authorized by the terms of the Loan Documents. 
 Section 11.11 The Arranger, the Co-Syndication Agents and the Co-Documentation Agents. The Arranger, the Co-Syndication Agents and the Co-Documentation Agents shall have no duties, responsibilities or liabilities under this
Agreement and the other Loan Documents other than their duties, responsibilities and liabilities in their capacity as Lenders hereunder. 
 ARTICLE XII 
 Miscellaneous 
 Section 12.01 Notices. 
 (a) Except in the case of notices and other communications expressly
permitted to be given by telephone (and subject to Section 12.01(b)), all notices and other communications provided for herein shall be in writing 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, to it at 1000 Louisiana, Suite 5600,
Houston, Texas 77002, Attention: Mark Mize (Telecopy No. (832) 204-2832); with a copy to General Counsel, Attention: David S. Elkouri (Telecopy No. (832) 204-2801); with a copy to Hinkle Elkouri Law Firm L.L.C., 8621 E. 21st Street North, Suite 200, Wichita, Kansas 67206-2991, Attention: Connie D. Tatum (Telecopy No.
(316) 631-1712); 
  

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 (ii) if to the Administrative Agent, to it at 919 Third Avenue, New York, New York 10022,
Attention: Millie Carillo, Loan Assistant (Telecopy No. (212) 841-2683), with a copy to 1200 Smith Street, Suite 3100, Houston, Texas 77002, Attention: Brian Malone (Telecopy No. (713) 659-6915; 
 (iii) if to the Issuing Bank, to it at 919 Third Avenue, New York, New York 10022, Attention: Millie Carillo, Loan Assistant (Telecopy No.
(212) 841-2683), with a copy to 1200 Smith Street, Suite 3100, Houston, Texas 77002, Attention: Brian Malone (Telecopy No. (713) 659-6915); and 
 (iv) if to any other Lender, to it at its address (or telecopy number) set forth in its Administrative Questionnaire. 
 (b) Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall
not apply to notices pursuant to ARTICLE II, ARTICLE III, ARTICLE IV and ARTICLE V unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or the Borrower may, in its discretion, agree to accept
notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. 
 (c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All
notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt. 
 Section 12.02 Waivers; Amendments. 
 (a) No failure on the part of the Administrative Agent, the
Issuing Bank or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, any right, power or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the
Loan Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege under any of the Loan Documents preclude any other or further exercise thereof or the exercise of any other right, power or
privilege. The rights and remedies of the Administrative Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of
any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(b), and then such waiver or consent shall be
effective only in the specific instance and for the purpose for 

  

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which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of
any Default, regardless of whether the Administrative Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time. 
 (b) Neither this Agreement nor any provision hereof nor any Security Instrument nor any provision thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the
Borrower and the Majority Lenders or by the Borrower and the Administrative Agent with the consent of the Majority Lenders; provided that no such agreement shall (i) increase the Maximum Credit Amount or Commitment of any Lender without the
written consent of such Lender, (ii) increase the Borrowing Base without the written consent of the Required Lenders, decrease or maintain the Borrowing Base without the consent of the Majority Lenders, or modify Section 2.07 without the
consent of each Lender, (iii) reduce the principal amount of the Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any fees payable hereunder, or reduce any other Indebtedness hereunder or under any other Loan Document,
without the written consent of each Lender affected thereby, (iv) postpone the scheduled date of payment or prepayment of the principal amount of the Loan or LC Disbursement, or any interest thereon, or any fees payable hereunder, or any other
Indebtedness hereunder or under any other Loan Document, or reduce the amount of, waive or excuse any such payment, or postpone or extend the Termination Date without the written consent of each Lender affected thereby, (v) change
Section 4.01(b) or Section 4.01(c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (vi) waive or amend Section 3.04(c), Section 6.01,
Section 8.14, Section 10.02(c) or Section 12.14 or change the definition of the terms “Domestic Subsidiary”, “Foreign Subsidiary”, “Material Domestic Subsidiary” or “Subsidiary”, without the
written consent of each Lender, (vii) release any Guarantor (except as set forth in the Guaranty Agreement), release a substantial portion of the collateral (other than as provided in Section 11.10), or reduce the percentage set forth in
Section 8.14(a) to less than 80%, without the written consent of each Lender, or (viii) change any of the provisions of this Section 12.02(b) or the definitions of “Required Lenders” or “Majority 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; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Issuing Bank hereunder or under any other Loan Document without the
prior written consent of the Administrative Agent or the Issuing Bank, as the case may be. Notwithstanding the foregoing, any supplement to Schedule 7.14 (Subsidiaries) shall be effective simply by delivering to the Administrative Agent a
supplemental schedule clearly marked as such and, upon receipt, the Administrative Agent will promptly deliver a copy thereof to the Lenders. 
 Section 12.03 Expenses, Indemnity; Damage Waiver. 
 (a) The Borrower shall pay (i) all reasonable out-of-pocket
expenses incurred by the Administrative Agent and its Affiliates, including, without limitation, the reasonable fees, charges and disbursements of counsel and other outside consultants for the Administrative Agent, the reasonable travel, photocopy,
mailing, courier, telephone and other similar expenses, 

  

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including all Intralinks expenses, and the cost of environmental audits and surveys and appraisals, in connection with the syndication of the credit
facilities provided for herein, the preparation, negotiation, execution, delivery and administration (both before and after the execution hereof and including advice of counsel to the Administrative Agent as to the rights and duties of the
Administrative Agent and the Lenders with respect thereto) of this Agreement and the other Loan Documents and any amendments, modifications or waivers of or consents related to the provisions hereof or thereof (whether or not the transactions
contemplated hereby or thereby shall be consummated), (ii) all costs, expenses, Taxes, assessments and other charges incurred by any Agent or any Lender in connection with any filing, registration, recording or perfection of any security
interest contemplated by this Agreement or any Security Instrument or any other document referred to therein, (iii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or
extension of any Letter of Credit or any demand for payment thereunder, (iv) all reasonable out-of-pocket expenses incurred by any Agent, the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for any
Agent, the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement or any other Loan Document, including its rights under this Section 12.03, or in connection with the Loans
made or Letters of Credit issued hereunder, including, without limitation, all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. 
 (b) THE BORROWER SHALL INDEMNIFY EACH AGENT, THE ISSUING BANK, THE ARRANGER AND EACH LENDER, AND EACH RELATED PARTY OF ANY OF THE FOREGOING PERSONS (EACH
SUCH PERSON BEING CALLED AN “INDEMNITEE”) AGAINST, AND HOLD EACH INDEMNITEE HARMLESS FROM, ANY AND ALL LOSSES, CLAIMS, DAMAGES, LIABILITIES AND RELATED EXPENSES, INCLUDING THE REASONABLE FEES, CHARGES AND DISBURSEMENTS OF ANY
COUNSEL FOR ANY INDEMNITEE, INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF (i) THE EXECUTION OR DELIVERY OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY AGREEMENT OR INSTRUMENT
CONTEMPLATED HEREBY OR THEREBY, THE PERFORMANCE BY THE PARTIES HERETO OR THE PARTIES TO ANY OTHER LOAN DOCUMENT OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR THEREUNDER OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR BY ANY OTHER LOAN
DOCUMENT, (ii) THE FAILURE OF THE BORROWER OR ANY RESTRICTED SUBSIDIARY TO COMPLY WITH THE TERMS OF ANY LOAN DOCUMENT, INCLUDING THIS AGREEMENT, OR WITH ANY GOVERNMENTAL REQUIREMENT, (iii) ANY INACCURACY OF ANY REPRESENTATION OR ANY BREACH
OF ANY WARRANTY OR COVENANT OF THE BORROWER OR ANY GUARANTOR SET FORTH IN ANY OF THE LOAN DOCUMENTS OR ANY INSTRUMENTS, DOCUMENTS OR CERTIFICATIONS DELIVERED IN CONNECTION THEREWITH, (iv) ANY LOAN OR LETTER OF CREDIT OR THE USE OF THE PROCEEDS
THEREFROM, INCLUDING, WITHOUT LIMITATION, (A) ANY REFUSAL BY THE ISSUING BANK TO HONOR A DEMAND FOR PAYMENT UNDER A LETTER OF CREDIT IF THE DOCUMENTS PRESENTED IN CONNECTION WITH SUCH DEMAND DO NOT STRICTLY COMPLY WITH THE TERMS OF SUCH LETTER
OF CREDIT, OR (B) THE PAYMENT OF A DRAWING UNDER ANY LETTER OF CREDIT 

  

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NOTWITHSTANDING THE NON-COMPLIANCE, NON-DELIVERY OR OTHER IMPROPER PRESENTATION OF THE DOCUMENTS PRESENTED IN CONNECTION THEREWITH, (v) ANY OTHER ASPECT
OF THE LOAN DOCUMENTS, (vi) THE OPERATIONS OF THE BUSINESS OF THE BORROWER AND ITS SUBSIDIARIES BY THE BORROWER AND ITS SUBSIDIARIES, (vii) ANY ASSERTION THAT THE LENDERS WERE NOT ENTITLED TO RECEIVE THE PROCEEDS RECEIVED PURSUANT TO THE
SECURITY INSTRUMENTS, (viii) ANY ENVIRONMENTAL LAW APPLICABLE TO THE BORROWER OR ANY SUBSIDIARY OR ANY OF THEIR PROPERTIES, INCLUDING WITHOUT LIMITATION, THE PRESENCE, GENERATION, STORAGE, RELEASE, THREATENED RELEASE, USE, TRANSPORT, DISPOSAL,
ARRANGEMENT OF DISPOSAL OR TREATMENT OF OIL, OIL AND GAS WASTES, SOLID WASTES OR HAZARDOUS SUBSTANCES ON ANY OF THEIR PROPERTIES, (ix) THE BREACH OR NON-COMPLIANCE BY THE BORROWER OR ANY SUBSIDIARY WITH ANY ENVIRONMENTAL LAW APPLICABLE TO THE
BORROWER OR ANY SUBSIDIARY, (x) THE PAST OWNERSHIP BY THE BORROWER OR ANY SUBSIDIARY OF ANY OF THEIR PROPERTIES OR PAST ACTIVITY ON ANY OF THEIR PROPERTIES WHICH, THOUGH LAWFUL AND FULLY PERMISSIBLE AT THE TIME, COULD RESULT IN PRESENT
LIABILITY, (xi) THE PRESENCE, USE, RELEASE, STORAGE, TREATMENT, DISPOSAL, GENERATION, THREATENED RELEASE, TRANSPORT, ARRANGEMENT FOR TRANSPORT OR ARRANGEMENT FOR DISPOSAL OF OIL, OIL AND GAS WASTES, SOLID WASTES OR HAZARDOUS SUBSTANCES ON OR AT
ANY OF THE PROPERTIES OWNED OR OPERATED BY THE BORROWER OR ANY SUBSIDIARY OR ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OF HAZARDOUS MATERIALS ON OR FROM ANY PROPERTY OWNED OR OPERATED BY THE BORROWER OR ANY OF ITS SUBSIDIARIES, (xii) ANY
ENVIRONMENTAL LIABILITY RELATED IN ANY WAY TO THE BORROWER OR ANY OF ITS SUBSIDIARIES, OR (xiii) ANY OTHER ENVIRONMENTAL, HEALTH OR SAFETY CONDITION IN CONNECTION WITH THE LOAN DOCUMENTS, OR (xiv) ANY ACTUAL OR PROSPECTIVE CLAIM,
LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO, AND SUCH INDEMNITY SHALL EXTEND TO EACH INDEMNITEE
NOTWITHSTANDING THE SOLE OR CONCURRENT NEGLIGENCE OF EVERY KIND OR CHARACTER WHATSOEVER, WHETHER ACTIVE OR PASSIVE, WHETHER AN AFFIRMATIVE ACT OR AN OMISSION, INCLUDING WITHOUT LIMITATION, ALL TYPES OF NEGLIGENT CONDUCT IDENTIFIED IN THE RESTATEMENT
(SECOND) OF TORTS OF ONE OR MORE OF THE INDEMNITEES OR BY REASON OF STRICT LIABILITY IMPOSED WITHOUT FAULT ON ANY ONE OR MORE OF THE INDEMNITEES; PROVIDED THAT SUCH INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE TO THE EXTENT THAT SUCH
LOSSES, CLAIMS, DAMAGES, LIABILITIES OR RELATED EXPENSES ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT TO HAVE RESULTED FROM THE GROSS NEGLIGENCE OR WILFUL MISCONDUCT OF SUCH INDEMNITEE. 
  

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

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 (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; and 
 (D)
the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. 
 (iii)
Subject to Section 12.04(b)(iv) and the acceptance and recording thereof, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned
by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its
obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be
entitled to the benefits of Section 5.01, Section 5.02, Section 5.03 and Section 12.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.04 shall
be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.04(c). 
 (iv) The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each
Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Maximum Credit Amount of, and principal amount of the Loans and LC Disbursements owing to, each Lender pursuant to the
terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent, the Issuing Bank and the Lenders may treat each Person whose name is recorded in the
Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, the Issuing Bank and any Lender, at any
reasonable time and from time to time upon reasonable prior notice. In connection with any changes to the Register, if necessary, the Administrative Agent will reflect the revisions on Annex I and forward a copy of such revised Annex I to the
Borrower, the Issuing Bank and each Lender. 
  

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 (v) Upon its receipt of a duly completed Assignment and Assumption executed by an
assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in Section 12.04(b) and any written consent
to such assignment required by Section 12.04(b), the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement
unless it has been recorded in the Register as provided in this Section 12.04(b). 
 (c) (i) Any Lender may, without the consent of the
Borrower, the Administrative Agent or the Issuing Bank, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including
all or a portion of its Commitment and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for
the performance of such obligations and (C) the Borrower, the Administrative Agent, the Issuing Bank and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations
under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any
provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the proviso to Section 12.02 that
affects such Participant. In addition such agreement must provide that the Participant be bound by the provisions of Section 12.03. Subject to Section 12.04(c)(ii), the Borrower agrees that each Participant shall be entitled to the
benefits of Section 5.01, Section 5.02 and Section 5.03 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 12.04(b). To the extent permitted by law, each Participant also
shall be entitled to the benefits of Section 12.08 as though it were a Lender, provided such Participant agrees to be subject to Section 4.01(c) as though it were a Lender. 
 (ii) A Participant shall not be entitled to receive any greater payment under Section 5.01 or Section 5.03 than the applicable
Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a
Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 5.03 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with
Section 5.03(e) as though it were a Lender. 
 (d) Any Lender may at any time pledge or assign a security interest in all or any portion
of its rights under this Agreement to secure obligations of such Lender, including, without limitation, any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section 12.04(d) shall not apply to any such pledge or
assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

  

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 (e) Notwithstanding any other provisions of this Section 12.04, no transfer or assignment of the
interests or obligations of any Lender or any grant of participations therein shall be permitted if such transfer, assignment or grant would require the Borrower and the Guarantors to file a registration statement with the SEC or to qualify the
Loans under the “Blue Sky” laws of any state. 
 Section 12.05 Survival; Revival; Reinstatement. 
 (a) All covenants, agreements, representations and warranties made by the Borrower herein and in the certificates or other instruments delivered in
connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of any Loans and issuance
of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, the Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect
representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is
outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The provisions of Section 5.01, Section 5.02, Section 5.03 and Section 12.03 and ARTICLE XI shall
survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this
Agreement, any other Loan Document or any provision hereof or thereof. 
 (b) To the extent that any payments on the Indebtedness or proceeds
of any collateral are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, debtor in possession, receiver or other Person under any bankruptcy law, common law or equitable cause, then
to such extent, the Indebtedness so satisfied shall be revived and continue as if such payment or proceeds had not been received and the Administrative Agent’s and the Lenders’ Liens, security interests, rights, powers and remedies under
this Agreement and each Loan Document shall continue in full force and effect. In such event, each Loan Document shall be automatically reinstated and the Borrower shall take such action as may be reasonably requested by the Administrative Agent and
the Lenders to effect such reinstatement. 
 Section 12.06 Counterparts; Integration; Effectiveness. 
 (a) This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an
original, but all of which when taken together shall constitute a single contract. 
 (b) This Agreement, the other Loan Documents and any
separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and thereof and supersede any and all previous agreements and understandings,
oral or written, relating to the subject matter hereof and thereof. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE 

  

 89 







 
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 shall be effective as delivery of a
manually executed counterpart of this Agreement. 
 Section 12.07 Severability. Any provision of this Agreement or any other Loan
Document held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof or thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. 
 Section 12.08 Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby
authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations (of whatsoever kind,
including, without limitations obligations under Swap Agreements) at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower or any Restricted Subsidiary against any of and all the obligations of the Borrower
or any Restricted Subsidiary owed to such Lender now or hereafter existing under this Agreement or any other Loan Document, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and
although such obligations may be unmatured. The rights of each Lender under this Section 12.08 are in addition to other rights and remedies (including other rights of setoff) which such Lender or its Affiliates may have. 
 Section 12.09 GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS. 
 (a) THIS AGREEMENT AND THE NOTES, IF ANY, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS EXCEPT TO THE EXTENT
THAT UNITED STATES FEDERAL LAW PERMITS ANY LENDER TO CONTRACT FOR, CHARGE, RECEIVE, RESERVE OR TAKE INTEREST AT THE RATE ALLOWED BY THE LAWS OF THE STATE WHERE SUCH LENDER IS LOCATED. CHAPTER 346 OF THE TEXAS FINANCE CODE (WHICH REGULATES CERTAIN
REVOLVING CREDIT LOAN ACCOUNTS AND REVOLVING TRI-PARTY ACCOUNTS) SHALL NOT APPLY TO THIS AGREEMENT, THE LOANS OR THE NOTES, IF ANY. 
  

 90 







 (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, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY HEREBY ACCEPTS FOR ITSELF AND (TO THE EXTENT PERMITTED BY LAW) IN RESPECT OF ITS PROPERTY,
GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH
IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS. THIS SUBMISSION TO JURISDICTION IS NON-EXCLUSIVE AND DOES NOT PRECLUDE A PARTY FROM OBTAINING JURISDICTION OVER ANOTHER PARTY IN ANY
COURT OTHERWISE HAVING JURISDICTION. 
 (c) EACH PARTY IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN
ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO IT AT THE ADDRESS SPECIFIED IN SECTION 12.01 OR SUCH OTHER ADDRESS AS IS SPECIFIED PURSUANT TO SECTION 12.01 (OR ITS ASSIGNMENT AND
ASSUMPTION), SUCH SERVICE TO BECOME EFFECTIVE THIRTY (30) DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF A PARTY OR ANY HOLDER OF ANY NOTE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS
OR OTHERWISE PROCEED AGAINST ANOTHER PARTY IN ANY OTHER JURISDICTION. 
 (d) EACH PARTY HEREBY (i) IRREVOCABLY AND UNCONDITIONALLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN; (ii) IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT NOT
PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES; (iii) CERTIFIES THAT NO PARTY HERETO NOR
ANY REPRESENTATIVE OR AGENT OF COUNSEL FOR ANY PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, OR IMPLIED THAT SUCH PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS, AND (iv) ACKNOWLEDGES THAT IT HAS BEEN
INDUCED TO ENTER INTO THIS AGREEMENT, THE LOAN DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 12.09. 
 Section 12.10 Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not
part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement. 
  

 91 







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

  

 92 







 
more than the maximum amount allowed by such applicable law, and excess interest, if any, provided for in this Agreement or otherwise shall be canceled
automatically by such Lender as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited by such Lender on the principal amount of the Indebtedness (or, to the extent that the principal amount of the Indebtedness
shall have been or would thereby be paid in full, refunded by such Lender to the Borrower). All sums paid or agreed to be paid to any Lender for the use, forbearance or detention of sums due hereunder shall, to the extent permitted by law applicable
to such Lender, be amortized, prorated, allocated and spread throughout the stated term of the Loans, until payment in full so that the rate or amount of interest on account of any Loans hereunder does not exceed the maximum amount allowed by such
applicable law. If at any time and from time to time (i) the amount of interest payable to any Lender on any date shall be computed at the Highest Lawful Rate applicable to such Lender pursuant to this Section 12.12 and (ii) in
respect of any subsequent interest computation period the amount of interest otherwise payable to such Lender would be less than the amount of interest payable to such Lender computed at the Highest Lawful Rate applicable to such Lender, then the
amount of interest payable to such Lender in respect of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate applicable to such Lender until the total amount of interest payable to such Lender shall
equal the total amount of interest which would have been payable to such Lender if the total amount of interest had been computed without giving effect to this Section 12.12. To the extent that Chapter 303 of the Texas Finance Code is relevant
for the purpose of determining the Highest Lawful Rate applicable to a Lender, such Lender elects to determine the applicable rate ceiling under such Chapter by the weekly ceiling from time to time in effect. Chapter 346 of the Texas Finance Code
does not apply to the Borrower’s obligations hereunder. 
 Section 12.13 EXCULPATION PROVISIONS. EACH OF THE PARTIES HERETO
SPECIFICALLY AGREES THAT IT HAS A DUTY TO READ THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND AGREES THAT IT IS CHARGED WITH NOTICE AND KNOWLEDGE OF THE TERMS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS; THAT IT HAS IN FACT READ THIS AGREEMENT
AND IS FULLY INFORMED AND HAS FULL NOTICE AND KNOWLEDGE OF THE TERMS, CONDITIONS AND EFFECTS OF THIS AGREEMENT; THAT IT HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL OF ITS CHOICE THROUGHOUT THE NEGOTIATIONS PRECEDING ITS EXECUTION OF THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS; AND HAS RECEIVED THE ADVICE OF ITS ATTORNEY IN ENTERING INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS; AND THAT IT RECOGNIZES THAT CERTAIN OF THE TERMS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS RESULT
IN ONE PARTY ASSUMING THE LIABILITY INHERENT IN SOME ASPECTS OF THE TRANSACTION AND RELIEVING THE OTHER PARTY OF ITS RESPONSIBILITY FOR SUCH LIABILITY. EACH PARTY HERETO AGREES AND COVENANTS THAT IT WILL NOT CONTEST THE VALIDITY OR ENFORCEABILITY OF
ANY EXCULPATORY PROVISION OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS ON THE BASIS THAT THE PARTY HAD NO NOTICE OR KNOWLEDGE OF SUCH PROVISION OR THAT THE PROVISION IS NOT “CONSPICUOUS.” 
  

 93 







 Section 12.14 Collateral Matters; Swap Agreements. The benefit of the Security Instruments
and of the provisions of this Agreement relating to any collateral securing the Indebtedness shall also extend to and be available to those Lenders or their Affiliates which are counterparties to any Swap Agreement with the Borrower or any of its
Subsidiaries on a pro rata basis in respect of any obligations of the Borrower or any of its Subsidiaries which arise under any such Swap Agreement while such Person or its Affiliate is a Lender, but only while such Person or its Affiliate is
a Lender, including any Swap Agreements between such Persons in existence prior to the date hereof. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it
under any such Swap Agreements. 
 Section 12.15 No Third Party Beneficiaries. This Agreement, the other Loan Documents, and the
agreement of the Lenders to make Loans and the Issuing Bank to issue, amend, renew or extend Letters of Credit hereunder are solely for the benefit of the Borrower, and no other Person (including, without limitation, any Subsidiary of the Borrower,
any obligor, contractor, subcontractor, supplier or materialsman) shall have any rights, claims, remedies or privileges hereunder or under any other Loan Document against the Administrative Agent, any other Agent, the Issuing Bank or any Lender for
any reason whatsoever. There are no third party beneficiaries. 
 Section 12.16 USA Patriot Act Notice. Each Lender hereby
notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies the
Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender to identify the Borrower in accordance with the Act. 
 SIGNATURES BEGIN NEXT PAGE 
  

 94 







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

									
	BORROWER:	 		 	PETROHAWK ENERGY CORPORATION
					
		 		 		 	By:	 	/s/ Floyd C. Wilson
		 		 		 		 	Floyd C. Wilson
		 		 		 		 	President and Chief Executive Officer








									
	ADMINISTRATIVE AGENT:	 		 	BNP PARIBAS,
		 		 	as Administrative Agent
					
		 		 		 	By:	 	/s/ Evans Swann
		 		 		 	Name:	 	Evans Swann
		 		 		 	Title:	 	Director
					
		 		 		 	By:	 	/s/ Juan Carlos Sandoval
		 		 		 	Name:	 	Juan Carlos Sandoval
		 		 		 	Title:	 	Vice President
			
	CO-SYNDICATION AGENT:	 		 	BANK OF AMERICA, N.A., as Co-Syndication Agent
					
		 		 		 	By:	 	/s/ Jeffrey H. Rathcamp
		 		 		 	Name:	 	Jeffrey H. Rathcamp
		 		 		 	Title:	 	Managing Director
			
	CO-SYNDICATION AGENT:	 		 	BMO CAPITAL MARKETS FINANCING, INC., as Co-Syndication Agent
					
		 		 		 	By:	 	/s/ James V. Ducote
		 		 		 	Name:	 	James V. Ducote
		 		 		 	Title:	 	Director
			
	CO-DOCUMENTATION AGENT:	 		 	JPMORGAN CHASE BANK, N.A., as Co- Documentation Agent
					
		 		 		 	By:	 	/s/ Michael A. Kamauf
		 		 		 	Name:	 	Michael A. Kamauf
		 		 		 	Title:	 	Vice President
			
	CO-DOCUMENTATION AGENT:	 		 	WELLS FARGO BANK, N.A., as Co-Documentation Agent
					
		 		 		 	By:	 	/s/ Scott Hodges
		 		 		 	Name:	 	Scott Hodges
		 		 		 	Title:	 	Vice President








									
	CO-DOCUMENTATION AGENT:	 		 	FORTIS CAPITAL CORP., as Co- Documentation Agent
					
		 		 		 	By:	 	/s/ David Montgomery
		 		 		 	Name:	 	David Montgomery
		 		 		 	Title:	 	Director
					
		 		 		 	By:	 	/s/ Darrell Holley
		 		 		 	Name:	 	Darrell Holley
		 		 		 	Title:	 	Managing Director
			
	LENDERS:	 		 	BNP PARIBAS
					
		 		 		 	By:	 	/s/ Evans Swann
		 		 		 	Name:	 	Evans Swann
		 		 		 	Title:	 	Director
					
		 		 		 	By:	 	/s/ Juan Carlos Sandoval
		 		 		 	Name:	 	Juan Carlos Sandoval
		 		 		 	Title:	 	Vice President








			
	CALYON NEW YORK BRANCH
		
	By:	 	/s/ Mark Roche
	Name:	 	Mark Roche
	Title:	 	Managing Director









			
	JPMORGAN CHASE BANK, N.A.
		
	By:	 	/s/ Michael A. Kamauf
	Name:	 	Michael A. Kamauf
	Title:	 	Vice President









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









			
	BMO CAPITAL MARKETS FINANCING, INC.
		
	By:	 	/s/ James V. Ducote
	Name:	 	James V. Ducote
	Title:	 	Director









			
	LEHMAN BROTHERS COMMERCIAL BANK
		
	By:	 	/s/ Brian Halbrissen
	Name:	 	Brian Halbrissen
	Title:	 	Vice President









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









			
	AMEGY BANK NATIONAL ASSOCIATION
		
	By:	 	/s/ W. Bryan Chapman
	Name:	 	W. Bryan Chapman
	Title:	 	Senior Vice President









			
	FORTIS CAPITAL CORP.
		
	By:	 	/s/ David Montgomery
	Name:	 	David Montgomery
	Title:	 	Director
		
	By:	 	/s/ Darrell Holley
	Name:	 	Darrell Holley
	Title:	 	Managing Director









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









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









			
	U.S. BANK NATIONAL ASSOCIATION
		
	By:	 	/s/ Justin M. Alexander
	Name:	 	Justin M. Alexander
	Title:	 	Vice President









			
	UNION BANK OF CALIFORNIA, N.A.
		
	By:	 	/s/ Scott Gildea
	Name:	 	Scott Gildea
	Title:	 	Vice President









			
	CITIBANK, N.A.
		
	By:	 	/s/ David E. Hunt
	Name:	 	David E. Hunt
	Title:	 	Vice President









			
	NATIXIS
		
	By:	 	/s/ Donovan C. Broussard
	Name:	 	Donovan C. Broussard
	Title:	 	Managing Director
		
	By:	 	/s/ Liana Tchernysheva
	Name:	 	Liana Tchernysheva
	Title:	 	Director









			
	CAPITAL ONE, N.A.
		
	By:	 	/s/ J. Michael Higgins
	Name:	 	J. Michael Higgins
	Title:	 	Vice President









			
	GENERAL ELECTRIC CAPITAL CORPORATION
		
	By:	 	/s/ Matthew A. Toth, III
	Name:	 	Matthew A. Toth, III
	Title:	 	Authorized Signatory









			
	MIZUHO CORPORATE BANK, LTD.
		
	By:	 	/s/ Leon Mo
	Name:	 	Leon Mo
	Title:	 	Senior Vice President









			
	COMPASS BANK
		
	By:	 	/s/ Dorothy Marchand
	Name:	 	Dorothy Marchand
	Title:	 	Senior Vice President









			
	STERLING BANK
		
	By:	 	/s/ Ryan K. Michael
	Name:	 	Ryan K. Michael
	Title:	 	Assistant Vice President









			
	BANK OF AMERICA, N.A.
		
	By:	 	/s/ Jeffrey H. Rathkamp
	Name:	 	Jeffrey H. Rathkamp
	Title:	 	Managing Director









			
	MERRILL LYNCH COMMERCIAL FINANCE CORP.
		
	By:	 	/s/ Joseph Magnus
	Name:	 	Joseph Magnus
	Title:	 	Director








 ANNEX I 
 LIST OF MAXIMUM CREDIT AMOUNTS 
 Aggregate Maximum Credit Amounts 
  

							
	 Name of Lender
	  	Applicable Percentage	 	 	Maximum
Credit Amount
	 BNP Paribas
	  	9.09	% 	 	$	136,363,636.33
	 Bank of America, N.A.
	  	8.18	% 	 	$	122,727,272.73
	 BMO Capital Markets Financing, Inc.
	  	8.18	% 	 	$	122,727,272.73
	 JPMorgan Chase Bank, N.A.
	  	8.18	% 	 	$	122,727,272.73
	 Wells Fargo Bank, N.A.
	  	8.18	% 	 	$	122,727,272.73
	 Fortis Capital Corp.
	  	8.18	% 	 	$	122,727,272.73
	 Union Bank of California, N.A.
	  	5.45	% 	 	$	81,818,181.82
	 Capital One, N.A.
	  	4.55	% 	 	$	68,181,818.18
	 Royal Bank of Canada
	  	3.64	% 	 	$	54,545,454.55
	 Allied Irish Banks P.L.C.
	  	3.64	% 	 	$	54,545,454.55
	 Compass Bank
	  	3.64	% 	 	$	54,545,454.55
	 Calyon New York Branch
	  	3.64	% 	 	$	54,545,454.55
	 Mizuho Corporate Bank, Ltd.
	  	3.64	% 	 	$	54,545,454.55
	 U.S. Bank National Association
	  	2.73	% 	 	$	40,909,090.91
	 Amegy Bank National Association
	  	2.73	% 	 	$	40,909,090.91
	 Bank of Texas, N.A.
	  	2.73	% 	 	$	40,909,090.91
	 Natixis
	  	2.73	% 	 	$	40,909,090.91
	 Citibank, N.A.
	  	2.73	% 	 	$	40,909,090.91
	 Merrill Lynch Commercial Finance Corp.
	  	2.27	% 	 	$	34,090,909.09
	 Lehman Brothers Commercial Bank
	  	2.27	% 	 	$	34,090,909.09
	 Sterling Bank
	  	1.82	% 	 	$	27,272,727.27
	 General Electric Capital Corporation
	  	1.82	% 	 	$	27,272,727.27
	 TOTAL
	  	100.00	% 	 	$	1,500,000,000.00

  

 Annex I - 1 







 EXHIBIT A 
 FORM OF NOTE 
  

			
	 $[            ]
	  	[            ], 200_

 FOR VALUE RECEIVED, Petrohawk Energy Corporation, a Delaware corporation (the
“Borrower”) hereby promises to pay to the order of [            ] (the “Lender”), at the principal office of BNP Paribas, as administrative agent (the
“Administrative Agent”), at [            ], the principal sum of [            ] Dollars
($[            ]) (or such lesser amount as shall equal the aggregate unpaid principal amount of the Loans made by the Lender to the Borrower under the Credit Agreement, as hereinafter
defined), in lawful money of the United States of America and in immediately available funds, on the dates and in the principal amounts provided in the Credit Agreement, and to pay interest on the unpaid principal amount of each such Loan, at such
office, in like money and funds, for the period commencing on the date of such Loan until such Loan shall be paid in full, at the rates per annum and on the dates provided in the Credit Agreement. 
 The date, amount, Type, interest rate, Interest Period and maturity of each Loan made by the Lender to the Borrower, and each payment made on account of
the principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Note, may be endorsed by the Lender on the schedules attached hereto or any continuation thereof or on any separate record maintained by the
Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of this Note.

 This Note is one of the Notes referred to in the Third Amended and Restated Senior Revolving Credit Agreement dated as of
September 10, 2008 among the Borrower, the Administrative Agent, and the other agents and lenders signatory thereto (including the Lender), and evidences Loans made by the Lender thereunder (such Third Amended and Restated Senior Revolving
Credit Agreement as the same may be amended, supplemented or restated from time to time, the “Credit Agreement”). Capitalized terms used in this Note have the respective meanings assigned to them in the Credit Agreement. 

This Note is issued pursuant to the Credit Agreement and is entitled to the benefits provided for in the Credit Agreement and the other Loan
Documents. The Credit Agreement provides for the acceleration of the maturity of this Note upon the occurrence of certain events, for prepayments of Loans upon the terms and conditions specified therein and other provisions relevant to this Note.

 THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS. 
  

			
	PETROHAWK ENERGY CORPORATION
		
	By:	 	 
	Name:	 	 
	Title:	 	 


  

 Exhibit A - 1 







 EXHIBIT B 
 FORM OF BORROWING REQUEST 
 [                    ], 200[    ] 
 PETROHAWK ENERGY CORPORATION, a Delaware corporation (the “Borrower”), pursuant to Section 2.03 of the Third Amended and Restated Senior Revolving Credit Agreement dated as of September 10,
2008 (together with all amendments, restatements, supplements or other modifications thereto, the “Credit Agreement”) among the Borrower, BNP Paribas, as Administrative Agent and the other agents and lenders (the
“Lenders”) which are or become parties thereto (unless otherwise defined herein, each capitalized term used herein is defined in the Credit Agreement), hereby requests a Borrowing as follows: 
 (i) Aggregate amount of the requested Borrowing is
$[                    ]; 
 (ii) Date of
such Borrowing is [                    ], 200[    ]; 
 (iii) Requested Borrowing is to be [an ABR Borrowing] [a Eurodollar Borrowing]; 
 (iv) In the case of a Eurodollar Borrowing, the initial Interest Period applicable thereto is
[                    ]; 
 (v) Amount of
Borrowing Base in effect on the date hereof is $[                    ]; 
 (vi) Total Revolving Credit Exposures on the date hereof (i.e., outstanding principal amount of Loans and total LC Exposure) is
$[                    ]; and 
 (vii)
Pro forma total Revolving Credit Exposures (giving effect to the requested Borrowing) is $[                    ]; and 
 (viii) Location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of
Section 2.05 of the Credit Agreement, is as follows: 
 [                                       
                     ] 
 [                                       
                     ] 
 [                                       
                     ] 
 [                                       
                     ] 
 [                                       
                     ] 
  

 Exhibit B - 1 







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

			
	PETROHAWK ENERGY CORPORATION
		
	By:	 	 
	Name:	 	 
	Title:	 	 


  

 Exhibit B - 2 







 EXHIBIT C 
 FORM OF INTEREST ELECTION REQUEST 
 [                    ], 200[    ] 
 PETROHAWK ENERGY CORPORATION, a Delaware corporation (the “Borrower”), pursuant to Section 2.04 of the Third Amended and Restated Senior Revolving Credit Agreement dated as of September 10,
2008 (together with all amendments, restatements, supplements or other modifications thereto, the “Credit Agreement”) among the Borrower, BNP Paribas, as Administrative Agent and the other agents and lenders (the
“Lenders”) which are or become parties thereto (unless otherwise defined herein, each capitalized term used herein is defined in the Credit Agreement), hereby makes an Interest Election Request as follows: 
 (i) The Borrowing to which this Interest Election Request applies, and if different options are being elected with respect to different portions thereof,
the portions thereof to be allocated to each resulting Borrowing (in which case the information specified pursuant to (iii) and (iv) below shall be specified for each resulting Borrowing) is
[                    ]; 
 (ii) The
effective date of the election made pursuant to this Interest Election Request is [                    ], 200[    ];[and]

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

			
	PETROHAWK ENERGY CORPORATION
		
	By:	 	 
	Name:	 	 
	Title:	 	 


  

 Exhibit C - 1 







 EXHIBIT D 
 FORM OF 
 COMPLIANCE CERTIFICATE 
 The undersigned hereby certifies that he/she is the [            ] of PETROHAWK ENERGY
CORPORATION, a Delaware corporation (the “Borrower”), and that as such he/she is authorized to execute this certificate on behalf of the Borrower. With reference to the Third Amended and Restated Senior Revolving Credit Agreement
dated as of September 10, 2008 (together with all amendments, restatements, supplements or other modifications thereto being the “Agreement”) among the Borrower, BNP Paribas, as Administrative Agent, and the other agents and
lenders (the “Lenders”) which are or become a party thereto, and such Lenders, the undersigned represents and warrants as follows (each capitalized term used herein having the same meaning given to it in the Agreement unless
otherwise specified): 
 (a) The representations and warranties of the Borrower contained in Article VII of the Agreement and in the Loan
Documents and otherwise made in writing by or on behalf of the Borrower pursuant to the Agreement and the Loan Documents were true and correct when made, and are repeated at and as of the time of delivery hereof and are true and correct in all
material respects at and as of the time of delivery hereof, except to the extent such representations and warranties are expressly limited to an earlier date or the Majority Lenders have expressly consented in writing to the contrary. 
 (b) The Borrower has performed and complied with all agreements and conditions contained in the Agreement and in the Loan Documents required to be
performed or complied with by it prior to or at the time of delivery hereof [or specify default and describe]. 
 (c) Since December 31,
2007, no change has occurred, either in any case or in the aggregate, in the condition, financial or otherwise, of the Borrower or any Restricted Subsidiary which could reasonably be expected to have a Material Adverse Effect [or specify event].

 (d) There exists no Default or Event of Default [or specify Default and describe]. 
 (e) Attached hereto are the detailed computations necessary to determine whether the Borrower is in compliance with Section 9.01 as of the end of
the [fiscal quarter][fiscal year] ending [            ]. 
 EXECUTED AND
DELIVERED this [            ] day of [            ]. 
  

			
	PETROHAWK ENERGY CORPORATION
		
	By:	 	 
	Name:	 	 
	Title:	 	 


  

 Exhibit D - 1 







 EXHIBIT E 
 FORM OF LEGAL OPINION OF HINKLE ELKOURI LAW FIRM L.L.C. 
 September 10, 2008 
 BNP PARIBAS, as Administrative Agent 
 and each of the Agents and Lenders
party to the 
 herein described Loan Agreements 
  

	 	Re:	Third Amended and Restated Senior Revolving Credit Agreement (the “Credit Agreement”) dated as of September 10, 2008 among PETROHAWK ENERGY CORPORATION, as
borrower, each of the Agents and Lenders from time to time party thereto and BNP Paribas, as administrative agent for the Lenders (in such capacity under the Credit Agreement, the “Administrative Agent”). 


Ladies and Gentlemen: 
 We have acted as
special counsel for Petrohawk Energy Corporation, a Delaware corporation (the “Borrower”), Petrohawk Operating Company, a Texas corporation (“Petrohawk Operating”), P-H Energy, LLC, a Texas limited liability company
(“P-H Energy”), Petrohawk Holdings, LLC, a Delaware limited liability company (“Petrohawk Holdings”), Petrohawk Properties, LP, a Texas limited partnership (“Petrohawk Properties”), Winwell
Resources, Inc., a Louisiana corporation (“Winwell”), WSF, Inc., a Louisiana corporation (“WSF”), Hawk Field Services, LLC, an Oklahoma limited liability company (“Hawk Field”), KCS Resources Inc.,
a Delaware Corporation (“KCS Resources”), KCS Energy Services, Inc., a Delaware corporation (“KCS E.S.”), Medallion California Properties Company, a Texas corporation (“Medallion”) and Proliq, Inc., a New Jersey
corporation (“Proliq”), One TEC, LLC, a Texas limited liability company (“One TEC.”), One TEC Operating, LLC, a Texas limited liability company (“One TEC Operating”), Bison Ranch LLC, an Idaho limited
liability company (“Bison Ranch”, and with such other entities, collectively being the “Guarantors” and together with the Borrower collectively being the “Obligors”), in connection with the
execution and delivery of the Credit Agreement and the other Loan Documents (as defined below). This opinion is being furnished to you pursuant to Section 6.01(i)(i) of the Credit Agreement. All capitalized terms not defined herein shall have
the same meanings assigned to them in the Credit Agreement. 
 In connection with the opinions set forth herein, we have examined originals,
or copies certified or otherwise identified to our satisfaction, of the following documents (items (A) through (D) being referred to as the “Loan Documents”): 
  

	 	(A)	the Credit Agreement; 

  

 Exhibit E - 1 








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

  

	 	(C)	(i) the First Amendment to Mortgage, Line of Credit Mortgage, Deed of Trust, Fixture Filing, Assignment of As-Extracted Collateral, Security Agreement and Financing Statement from
KCS Resources, Inc. in favor of the Administrative Agent, (ii) the Second Amendment to Mortgage, Line of Credit Mortgage, Deed of Trust, Assignment of As-Extracted Collateral, Security Agreement and Financing Statement by and between Petrohawk
Properties, LP and the Administrative Agent, (iii) the Second Amendment to Mortgage, Line of Credit Mortgage, Deed of Trust, Assignment of As-Extracted Collateral, Security Agreement and Financing Statement by and between WSF, Inc. and the
Administrative Agent, (iv) the Second Amendment to Mortgage, Line of Credit Mortgage, Deed of Trust, Assignment of As-Extracted Collateral, Security Agreement and Financing Statement by and between Winwell Resources, Inc. and the Administrative
Agent, and (v) the Fourth Amendment to Mortgage, Line of Credit Mortgage, Deed of Trust, Assignment of As-Extracted Collateral, Security Agreement and Financing Statement by and between Petrohawk Properties, LP and the Administrative Agent
(collectively, the “Mortgages”); and 

  

	 	(D)	the Notes. 

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

  

 Exhibit E - 2 







 
and benefits, including without limitation the Employee Retirement Income Security Act of 1974, as amended; (E) the regulation of utilities;
(F) antitrust and trade regulation; (G) tax; (H) securities, including without limitation federal and state securities laws, rules or regulations, and the Investment Company Act of 1940, as amended; (I) corrupt practices,
including without limitation the Foreign Corrupt Practices Act of 1977; and (J) copyrights, patents, service marks and trademarks. 
 (ii) Any laws, rules or regulations of any county, municipality or similar political subdivision or any agency or instrumentality thereof. 
 (iii) Any laws, rules or regulations that are applicable to the Obligors, the Loan Documents or such transactions solely because such
laws, rules or regulations are part of a regulatory regime applicable to any party to any of the Loan Documents or any of its affiliates because of the specific assets or business of such party or such affiliate. 
 (iv) The laws of the State of Delaware, except to the extent based on our review of the Delaware General Corporation Law, the Delaware
Limited Liability Company Act and the Delaware Revised Uniform Limited Partnership Act, without consideration of any judicial or administrative interpretations thereof. 
 (v) The laws of the State of Louisiana, except to the extent based on our review of the Louisiana Business Corporation Law, without
consideration of any judicial or administrative interpretations thereof. 
 (vi) The laws of the State of Idaho except to the
extent based on our review of the Idaho Limited Liability Company Act, without consideration of any judicial or administrative interpretations thereof. 
 Based upon the foregoing, and subject to the qualifications set forth herein, it is our opinion that: 
 1.
(a). The Borrower is a corporation duly formed, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business and is in good standing as a corporation in the States of Texas, New Mexico, Louisiana and
Oklahoma. 
 (b). Petrohawk Operating is a corporation duly formed, validly existing and in good standing under the laws of the State of Texas
and is qualified to do business and is in good standing as a corporation in Alabama, Arkansas, Kansas, Louisiana, Mississippi, New Mexico, North Dakota, Oklahoma and Utah. 
 (c). Winwell is a corporation duly formed, validly existing and in good standing under the laws of the State of Louisiana and is qualified to do business and is in good standing as a corporation in Arkansas,
Mississippi and Texas. 
  

 Exhibit E - 3 







 (d). Petrohawk Properties is a limited partnership duly formed, validly existing and in good standing
under the laws of the State of Texas and is qualified to do business and is in good standing as a limited partnership in Alabama, Arkansas, Kansas, Louisiana, Mississippi, New Mexico, Oklahoma, South Dakota and Utah. 
 (e). WSF is a corporation duly formed, validly existing and in good standing under the laws of the State of Louisiana and is qualified to do business and
is in good standing as a corporation in Arkansas, Mississippi, Oklahoma and Texas. 
 (f). Petrohawk Holdings is a limited liability company
duly formed, validly existing and in good standing under the laws of the State of Delaware. 
 (g). P-H Energy is a limited liability company
duly formed, validly existing and in good standing under the laws of the State of Texas. 
 (h). Hawk Field is a limited liability company
duly formed, validly existing and in good standing under the laws of the State of Oklahoma and is qualified to do business and is in good standing as a limited liability company in Arkansas, Louisiana and Texas. 
 (i). KCS Resources is a corporation duly formed, validly existing and in good standing under the laws of the State of Delaware and is qualified to do
business and is in good standing as a corporation in the States of Arkansas, Colorado, Louisiana, Mississippi, Montana, New Jersey, New Mexico, North Dakota, Ohio, Oklahoma and Texas. 
 (j). KCS E.S. is a corporation duly formed, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business
and is in good standing as a corporation in the States of Louisiana and Texas. 
 (k). Medallion is a corporation duly formed, validly
existing and in good standing under the laws of the State of Texas. 
 (l). Proliq is a corporation duly formed, validly existing and in good
standing under the laws of the State of New Jersey and is qualified to do business and is in good standing as a corporation in the State of Texas. 
 (m). One TEC is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Texas and is qualified to do business and is in good standing as a limited liability company in the State of
Arkansas. 
 (n). One TEC Operating is a limited liability company duly formed, validly existing and in good standing under the laws of the
State of Texas and is qualified to do business and is in good standing as a limited liability company in the State of Arkansas. 
 (o). Bison
Ranch is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Idaho. 
  

 Exhibit E - 4 







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

 Exhibit E - 5 







 4. No authorization, consent, approval, license or exemption of, or filing or registration with, any
Governmental Authority of the United States or any Governmental Authority of the State of Delaware, Oklahoma, Louisiana, or Texas in connection with any Applicable Law is necessary for either (i) the due execution and delivery by each Obligor
of the Loan Documents to which it is a party, (ii) the borrowing of Loans and obtaining of Letters of Credit by the Borrower or (iii) payment by the Obligors of the Loans or any other amounts payable under the Loan Documents. 

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

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


  

 Exhibit E - 6 







 EXHIBIT F 
 SECURITY INSTRUMENTS 
  

	1)	Third Amended and Restated Guaranty and Collateral Agreement dated as of September 10, 2008 by the Borrower, the Restricted Subsidiaries party thereto as Guarantors, in favor of the
Administrative Agent and the Lenders. 

  

	2)	Financing Statement Amendment in respect of item 1, by: 

  

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

  

	 	b)	One TEC Operating, LLC, a Texas limited liability company; and 

  

	 	c)	Bison Ranch LLC, an Idaho limited liability company. 

  

	3)	First Amendment to Deed of Trust, Mortgage, Fixture Filing, Assignment of As-Extracted Collateral, Security Agreement and Financing Statement dated as of September 10, 2008 by
KCS Resources, Inc., as mortgagor, in favor of Brian Malone, as Trustee, for the benefit the Administrative Agent, the Lenders and others. 

  

	4)	Second Amendment to Deed of Trust, Mortgage, Assignment of As-Extracted Collateral, Security Agreement and Financing Statement dated as of September 10, 2008 by Petrohawk
Properties LP, as mortgagor, in favor of Brian Malone, as Trustee, for the benefit the Administrative Agent, the Lenders and others. (Louisiana). 

  

	5)	Second Amendment to Deed of Trust, Mortgage, Assignment of As-Extracted Collateral, Security Agreement and Financing Statement dated as of September 10, 2008 by Petrohawk
Properties LP, as mortgagor, in favor of Brian Malone, as Trustee, for the benefit the Administrative Agent, the Lenders and others. (non-Louisiana). 

  

	6)	Second Amendment to Deed of Trust, Mortgage, Assignment of As-Extracted Collateral, Security Agreement and Financing Statement dated as of September 10, 2008 by Winwell
Resources, Inc., as mortgagor, in favor of Brian Malone, as Trustee, for the benefit the Administrative Agent, the Lenders and others. 

  

	7)	Second Amendment to Deed of Trust, Mortgage, Assignment of As-Extracted Collateral, Security Agreement and Financing Statement dated as of September 10, 2008 by WSF, Inc., as
mortgagor, in favor of Brian Malone, as Trustee, for the benefit the Administrative Agent, the Lenders and others. 

  

	8)	Fourth Amendment to Deed of Trust, Mortgage, Assignment of As-Extracted Collateral, Security Agreement and Financing Statement dated as of September 10, 2008 by Petrohawk
Properties LP, as mortgagor, in favor of Brian Malone, as Trustee, for the benefit the Administrative Agent, the Lenders and others. (Louisiana). 

  

 Exhibit F - 1 








	9)	Fourth Amendment to Deed of Trust, Mortgage, Assignment of As-Extracted Collateral, Security Agreement and Financing Statement dated as of September 10, 2008 by Petrohawk
Properties LP, as mortgagor, in favor of Brian Malone, as Trustee, for the benefit the Administrative Agent, the Lenders and others. (non-Louisiana). 

  

	10)	Fee Letter with Administrative Agent. 

  

 Exhibit F - 2 







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

					
	1.	  	Assignor:	  	______________________________
			
	2.	  	Assignee:	  	______________________________
		  		  	[and is an Affiliate/Approved Fund of [identify Lender]1]
			
	3.	  	Borrower:	  	Petrohawk Energy Corporation
			
	4.	  	Administrative Agent:	  	BNP Paribas, as the administrative agent under the Credit Agreement
			
	5.	  	Credit Agreement:	  	The Third Amended and Restated Senior Revolving Credit Agreement dated as of September 10, 2008 among Petrohawk Energy Corporation, the Lenders parties thereto, BNP Paribas, as
Administrative Agent, and the other agents parties thereto

  

	1
	 Select as applicable. 


  

 Exhibit G - 1 








	6.	Assigned Interest: 

  

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

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

			
	ASSIGNOR
	
	[NAME OF ASSIGNOR]
		
	By:	 	 
		 	Title:


  

			
	ASSIGNEE
	
	[NAME OF ASSIGNEE]
		
	By:	 	 
		 	Title:


  

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


  

 Exhibit G - 2 







 Consented to and Accepted: 
  

			
	BNP Paribas, as
		 	Administrative Agent
		
	By	 	 
		 	Title:
		
	By	 	 
		 	Title:
	
	[Consented to:]3

	
	Petrohawk Energy Corporation
		
	By	 	 
		 	Title:

  

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



  

 Exhibit G - 3 







 ANNEX 1 
 PETROHAWK ENERGY CORPORATION THIRD AMENDED AND RESTATED SENIOR 
 REVOLVING CREDIT AGREEMENT 
 STANDARD TERMS AND CONDITIONS FOR 
 ASSIGNMENT
AND ASSUMPTION 
 1. Representations and Warranties. 
 1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien,
encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes
no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Third Amended and Restated Senior Revolving Credit Agreement or any other Loan Document, (ii) the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any
Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document. 
 1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to
execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Third Amended and Restated Senior Revolving Credit Agreement, (ii) it satisfies the requirements, if any,
specified in the Third Amended and Restated Senior Revolving Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by
the provisions of the Third Amended and Restated Senior Revolving Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Third
Amended and Restated Senior Revolving Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 8.01 thereof, as applicable, and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the
Administrative Agent or any other Lender, and (v) if it is a Foreign Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Third Amended and Restated Senior Revolving
Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information
as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of
the Loan Documents are required to be performed by it as a Lender. 
 2. Payments. From and after the Effective Date, the
Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the
Assignee for amounts which have accrued from and after the Effective Date. 
  

 Exhibit G - 4 







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

 Exhibit G - 5 







 SCHEDULE 7.05 
 LITIGATION 
 None. 
  

 Schedule 7.05 - 1 







 SCHEDULE 7.14 
 SUBSIDIARIES AND PARTNERSHIPS; UNRESTRICTED SUBSIDIARIES 
  

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

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

				
	 Hawk Field Services, LLC
 (f/k/a Red River Field
Services, L.L.C.)
	 	Oklahoma	 	3500620355	 	 1000 Louisiana
 Suite 5600
 Houston, TX 77002

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

				
	KCS Resources, Inc.	 	Delaware	 	2353570	 	 1000 Louisiana
 Suite 5600
 Houston, TX 77002

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

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

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

				
	Petrohawk Holdings, LLC	 	Delaware	 	3990561	 	 103 Foulk Road
 Suite 202
 Wilmington, DE 19803

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

				
	Petrohawk Properties, LP	 	Texas	 	00097592-10	 	 1000 Louisiana
 Suite 5600
 Houston, TX 77002

				
	P-H Energy, LLC	 	Texas	 	800414887	 	 1000 Louisiana
 Suite 5600
 Houston, TX 77002

				
	Proliq, Inc.	 	New Jersey	 	908140300	 	 1000 Louisiana
 Suite 5600
 Houston, TX 77002


  

 Schedule 7.14 - 1 








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

	Winwell Resources, Inc.	 	Louisiana	 	34473413D	 	 1000 Louisiana
 Suite 5600
 Houston, TX 77002

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


  

 Schedule 7.14 - 2 







 SCHEDULE 7.18 
 GAS IMBALANCES 
 None. 
  

 Schedule 7.18 - 1 







 SCHEDULE 7.19 
 MARKETING CONTRACTS 
 None. 
  

 Schedule 7.19 - 1 







 SCHEDULE 7.20 
 SWAP AGREEMENTS 
 [see attached] 
  

 Schedule 7.20 - 1 







 Petrohawk Energy Corporation 
 Open Positions Summary 
  

																						
	 Natural Gas Contracts
	  	Type	  	Data in Btu	  	Start
Month	  	Last
Month	  	6/30/2008
MTM	 
	 Counterparty
	  	  	Total
Mmbtu's	  	Fixed
Price	  	Collar
Floor	  	Collar
Ceiling	  	  	  
	 Bank of America
	  	Collar	  	540,000	  	$	—	  	$	5.15	  	$	6.71	  	Jan-08	  	Dec-08	  	$	(3,653,753	) 
	 Paribas
	  	Collar	  	1,260,000	  	$	—	  	$	5.00	  	$	6.45	  	Jan-08	  	Dec-08	  	 	(8,850,586	) 
	 Bank of America
	  	Collar	  	1,840,000	  	$	—	  	$	7.00	  	$	9.40	  	Jul-08	  	Sep-08	  	 	(6,933,605	) 
	 Bank of America
	  	Collar	  	1,840,000	  	$	—	  	$	7.00	  	$	10.82	  	Oct-08	  	Dec-08	  	 	(5,915,288	) 
	 Bank of Oklahoma
	  	Collar	  	920,000	  	$	—	  	$	7.00	  	$	11.15	  	Oct-08	  	Dec-08	  	 	(2,727,331	) 
	 Bank of Oklahoma
	  	Collar	  	920,000	  	$	—	  	$	7.00	  	$	9.35	  	Jul-08	  	Sep-08	  	 	(3,512,289	) 
	 JPMorgan Chase
	  	Collar	  	920,000	  	$	—	  	$	7.00	  	$	9.80	  	Jul-08	  	Sep-08	  	 	(3,090,933	) 
	 JPMorgan Chase
	  	Collar	  	920,000	  	$	—	  	$	7.00	  	$	11.75	  	Oct-08	  	Dec-08	  	 	(2,347,158	) 
	 Bank of Oklahoma
	  	Collar	  	920,000	  	$	—	  	$	7.00	  	$	9.70	  	Jul-08	  	Sep-08	  	 	(3,194,609	) 
	 Bank of Montreal
	  	Collar	  	1,840,000	  	$	—	  	$	7.00	  	$	8.90	  	Jul-08	  	Sep-08	  	 	(7,845,613	) 
	 Key Bank
	  	Collar	  	900,000	  	$	—	  	$	7.00	  	$	8.90	  	Jul-08	  	Sep-08	  	 	(3,839,846	) 
	 JPMorgan Chase
	  	Collar	  	920,000	  	$	—	  	$	7.00	  	$	9.25	  	Jul-08	  	Sep-08	  	 	(3,595,256	) 
	 Bank of Montreal
	  	Price Swap	  	1,840,000	  	$	7.94	  	$	—	  	$	—	  	Jul-08	  	Sep-08	  	 	(9,821,561	) 
	 Bank of America
	  	Collar	  	920,000	  	$	—	  	$	7.25	  	$	12.00	  	Oct-08	  	Dec-08	  	 	(2,200,507	) 
	 JPMorgan Chase
	  	Collar	  	920,000	  	$	—	  	$	7.25	  	$	12.05	  	Oct-08	  	Dec-08	  	 	(2,168,562	) 
	 Fortis
	  	Collar	  	920,000	  	$	—	  	$	7.25	  	$	12.06	  	Oct-08	  	Dec-08	  	 	(2,166,824	) 
	 Fortis
	  	Collar	  	920,000	  	$	—	  	$	7.25	  	$	12.15	  	Oct-08	  	Dec-08	  	 	(2,117,119	) 
	 Paribas
	  	Price Swap	  	1,840,000	  	$	7.94	  	$	—	  	$	—	  	Jul-08	  	Sep-08	  	 	(9,821,561	) 
	 JPMorgan Chase
	  	Collar	  	920,000	  	$	—	  	$	7.25	  	$	11.55	  	Oct-08	  	Dec-08	  	 	(2,467,368	) 
	 Key Bank
	  	Price Swap	  	920,000	  	$	8.28	  	$	—	  	$	—	  	Jan-08	  	Dec-08	  	 	(4,815,370	) 
	 Bank of Montreal
	  	Collar	  	920,000	  	$	—	  	$	7.00	  	$	11.80	  	Oct-08	  	Dec-08	  	 	(2,317,460	) 
	 Paribas
	  	Price Swap	  	920,000	  	$	8.22	  	$	—	  	$	—	  	Jan-08	  	Dec-08	  	 	(4,865,664	) 
	 Paribas
	  	Collar	  	920,000	  	$	—	  	$	7.00	  	$	10.00	  	Oct-08	  	Dec-08	  	 	(3,582,297	) 
	 Bank of Montreal
	  	Collar	  	920,000	  	$	—	  	$	7.00	  	$	10.04	  	Oct-08	  	Dec-08	  	 	(3,550,296	) 
	 Fortis
	  	Collar	  	920,000	  	$	—	  	$	7.00	  	$	10.25	  	Oct-08	  	Dec-08	  	 	(3,384,203	) 
	 Fortis
	  	Put - Def. Prem.	  	920,000	  	$	—	  	$	7.00	  	$	—	  	Jul-08	  	Sep-08	  	 	14	  
	 Bank of Montreal
	  	Put - Def. Prem.	  	920,000	  	$	—	  	$	7.00	  	$	—	  	Jul-08	  	Sep-08	  	 	14	  
	 BNP Paribas
	  	Collar	  	920,000	  	$	—	  	$	7.00	  	$	10.60	  	Jul-08	  	Sep-08	  	 	(2,389,766	) 
	 Bank of Montreal
	  	Collar	  	920,000	  	$	—	  	$	7.00	  	$	10.75	  	Jul-08	  	Sep-08	  	 	(2,258,332	) 
	 Key Bank
	  	Collar	  	920,000	  	$	—	  	$	7.00	  	$	11.25	  	Oct-08	  	Dec-08	  	 	(2,660,927	) 
	 Fortis
	  	Collar	  	1,840,000	  	$	—	  	$	7.00	  	$	11.20	  	Oct-08	  	Dec-08	  	 	(5,387,965	) 
	 JP Morgan
	  	Collar	  	920,000	  	$	—	  	$	7.00	  	$	11.25	  	Oct-08	  	Dec-08	  	 	(2,662,477	) 
	 Fortis
	  	Collar	  	920,000	  	$	—	  	$	7.00	  	$	11.70	  	Oct-08	  	Dec-08	  	 	(2,377,159	) 
	 BNP Paribas
	  	Collar	  	920,000	  	$	—	  	$	7.00	  	$	12.20	  	Oct-08	  	Dec-08	  	 	(2,091,521	) 
	 Bank of Montreal
	  	Collar	  	920,000	  	$	—	  	$	7.00	  	$	12.25	  	Oct-08	  	Dec-08	  	 	(2,064,611	) 
	 BNP Paribas
	  	Collar	  	920,000	  	$	—	  	$	7.00	  	$	11.50	  	Oct-08	  	Dec-08	  	 	(2,500,184	) 
		  		  	 	  			  			  			  		  		  	 	 	 
	 2008 Total Hedged Volumes
	  		  	38,580,000	  			  			  			  		  		  	$	(133,177,973	) 
		  		  	 	  			  			  			  		  		  	 	 	 








																						
	 Counterparty
	  	Type	  	Data in Btu	  	Start
Month	  	Last
Month	  	6/30/2008
MTM	 
	  	  	Total
Mmbtu's	  	Fixed
Price	  	Collar
Floor	  	Collar
Ceiling	  	  	  
	 Key Bank
	  	Price Swap	  	1,825,000	  	$	8.48	  	$	—	  	$	—	  	Jan-09	  	Dec-09	  	$	(7,063,996	) 
	 Paribas
	  	Price Swap	  	1,825,000	  	$	8.43	  	$	—	  	$	—	  	Jan-09	  	Dec-09	  	 	(7,152,515	) 
	 Bank of America
	  	Collar	  	920,000	  	$	—	  	$	7.00	  	$	10.00	  	Jul-09	  	Sep-09	  	 	(2,156,599	) 
	 Bank of America
	  	Collar	  	3,660,000	  	$	—	  	$	7.00	  	$	10.00	  	Apr-09	  	Sep-09	  	 	(8,270,561	) 
	 Bank of America
	  	Collar	  	1,800,000	  	$	—	  	$	8.00	  	$	11.00	  	Jan-09	  	Mar-08	  	 	(6,524,235	) 
	 Bank of America
	  	Collar	  	910,000	  	$	—	  	$	7.00	  	$	9.80	  	Apr-09	  	Jun-09	  	 	(2,091,729	) 
	 Bank of America
	  	Collar	  	920,000	  	$	—	  	$	7.00	  	$	11.67	  	Oct-09	  	Dec-09	  	 	(1,767,181	) 
	 Bank of America
	  	Collar	  	920,000	  	$	—	  	$	7.50	  	$	10.55	  	Oct-09	  	Dec-09	  	 	(2,195,937	) 
	 Bank of America
	  	Collar	  	920,000	  	$	—	  	$	7.00	  	$	10.36	  	Jul-09	  	Sep-09	  	 	(1,971,266	) 
	 Bank of America
	  	Collar	  	910,000	  	$	—	  	$	7.00	  	$	9.60	  	Apr-09	  	Jun-09	  	 	(2,211,035	) 
	 BNP Paribas
	  	Collar	  	1,840,000	  	$	—	  	$	7.50	  	$	10.50	  	Oct-09	  	Dec-09	  	 	(4,440,013	) 
	 BNP Paribas
	  	Collar	  	1,840,000	  	$	—	  	$	7.00	  	$	10.25	  	Jul-09	  	Sep-09	  	 	(4,052,617	) 
	 BNP Paribas
	  	Collar	  	1,820,000	  	$	—	  	$	7.00	  	$	9.80	  	Apr-09	  	Jun-09	  	 	(4,183,459	) 
	 BNP Paribas
	  	Collar	  	1,800,000	  	$	—	  	$	8.00	  	$	11.00	  	Jan-09	  	Mar-09	  	 	(6,524,235	) 
	 BNP Paribas
	  	Collar	  	1,800,000	  	$	—	  	$	7.50	  	$	12.70	  	Jan-09	  	Mar-09	  	 	(4,781,627	) 
	 BNP Paribas
	  	Collar	  	900,000	  	$	—	  	$	7.50	  	$	12.50	  	Jan-09	  	Mar-09	  	 	(2,482,145	) 
	 BNP Paribas
	  	Collar	  	910,000	  	$	—	  	$	7.00	  	$	9.75	  	Apr-09	  	Jun-09	  	 	(2,120,773	) 
	 BNP Paribas
	  	Collar	  	920,000	  	$	—	  	$	7.00	  	$	10.20	  	Jul-09	  	Sep-09	  	 	(2,051,780	) 
	 BNP Paribas
	  	Collar	  	920,000	  	$	—	  	$	7.00	  	$	11.60	  	Oct-09	  	Dec-09	  	 	(1,793,762	) 
	 Key Bank
	  	Collar	  	920,000	  	$	—	  	$	7.50	  	$	10.75	  	Oct-09	  	Dec-09	  	 	(2,102,733	) 
	 Key Bank
	  	Collar	  	920,000	  	$	—	  	$	7.50	  	$	11.15	  	Oct-09	  	Dec-09	  	 	(1,928,166	) 
	 Key Bank
	  	Collar	  	900,000	  	$	—	  	$	7.50	  	$	12.50	  	Jan-09	  	Mar-09	  	 	(2,482,145	) 
	 Fortis
	  	Collar	  	1,800,000	  	$	—	  	$	8.00	  	$	11.00	  	Jan-09	  	Mar-09	  	 	(6,524,235	) 
	 Fortis
	  	Collar	  	900,000	  	$	—	  	$	8.25	  	$	12.35	  	Jan-09	  	Mar-09	  	 	(2,508,777	) 
	 Fortis
	  	Collar	  	920,000	  	$	—	  	$	7.00	  	$	10.70	  	Jul-09	  	Sep-09	  	 	(1,809,590	) 
	 Fortis
	  	Collar	  	1,820,000	  	$	—	  	$	7.00	  	$	9.80	  	Apr-09	  	Jun-09	  	 	(4,183,459	) 
	 Fortis
	  	Collar	  	1,840,000	  	$	—	  	$	7.00	  	$	10.30	  	Jul-09	  	Sep-09	  	 	(4,002,240	) 
	 Citibank, NA
	  	Collar	  	910,000	  	$	—	  	$	7.00	  	$	9.83	  	Apr-09	  	Jun-09	  	 	(2,074,452	) 
	 Citibank, NA
	  	Collar	  	900,000	  	$	—	  	$	8.00	  	$	11.12	  	Jan-09	  	Mar-09	  	 	(3,189,804	) 
	 Citibank, NA
	  	Collar	  	900,000	  	$	—	  	$	8.00	  	$	11.90	  	Jan-09	  	Mar-09	  	 	(2,753,239	) 
	 Citibank, NA
	  	Collar	  	900,000	  	$	—	  	$	8.00	  	$	11.85	  	Jan-09	  	Mar-09	  	 	(2,779,550	) 
	 Comerica Bank
	  	Collar	  	920,000	  	$	—	  	$	7.50	  	$	10.71	  	Oct-09	  	Dec-09	  	 	(2,121,022	) 
	 Bank of Montreal
	  	Collar	  	1,800,000	  	$	—	  	$	8.00	  	$	11.00	  	Jan-09	  	Mar-09	  	 	(6,524,235	) 
	 Bank of Montreal
	  	Collar	  	1,820,000	  	$	—	  	$	7.00	  	$	9.92	  	Apr-09	  	Jun-09	  	 	(4,046,601	) 
	 Bank of Montreal
	  	Collar	  	1,840,000	  	$	—	  	$	7.00	  	$	10.40	  	Jul-09	  	Sep-09	  	 	(3,903,176	) 
	 Bank of Montreal
	  	Collar	  	1,840,000	  	$	—	  	$	7.00	  	$	10.42	  	Jul-09	  	Sep-09	  	 	(3,883,631	) 
	 Bank of Montreal
	  	Collar	  	1,840,000	  	$	—	  	$	7.25	  	$	11.10	  	Oct-09	  	Dec-09	  	 	(3,947,622	) 
	 Bank of Montreal
	  	Collar	  	920,000	  	$	—	  	$	7.50	  	$	10.55	  	Oct-09	  	Dec-09	  	 	(2,195,937	) 
	 Bank of Montreal
	  	Collar	  	1,840,000	  	$	—	  	$	7.25	  	$	11.05	  	Oct-09	  	Dec-09	  	 	(3,990,092	) 
	 Bank of Montreal
	  	Collar	  	900,000	  	$	—	  	$	7.50	  	$	12.40	  	Jan-09	  	Mar-09	  	 	(2,529,307	) 
	 Bank of Montreal
	  	Collar	  	920,000	  	$	—	  	$	7.50	  	$	10.73	  	Oct-09	  	Dec-09	  	 	(2,111,858	) 
	 JP Morgan
	  	Collar	  	910,000	  	$	—	  	$	7.00	  	$	9.85	  	Apr-09	  	Jun-09	  	 	(2,059,440	) 
	 JP Morgan
	  	Collar	  	910,000	  	$	—	  	$	7.00	  	$	10.15	  	Apr-09	  	Jun-09	  	 	(1,893,730	) 
	 JP Morgan
	  	Collar	  	920,000	  	$	—	  	$	7.00	  	$	10.33	  	Jul-09	  	Sep-09	  	 	(1,982,431	) 
	 JP Morgan
	  	Collar	  	920,000	  	$	—	  	$	7.00	  	$	10.60	  	Jul-09	  	Sep-09	  	 	(1,852,362	) 
	 JP Morgan
	  	Collar	  	900,000	  	$	—	  	$	7.50	  	$	12.20	  	Jan-09	  	Mar-09	  	 	(2,628,216	) 
	 JP Morgan
	  	Collar	  	910,000	  	$	—	  	$	7.00	  	$	9.80	  	Apr-09	  	Jun-09	  	 	(2,086,238	) 
	 JP Morgan
	  	Collar	  	920,000	  	$	—	  	$	7.00	  	$	10.30	  	Jul-09	  	Sep-09	  	 	(1,995,451	) 
	 Bank of Oklahoma
	  	Collar	  	1,820,000	  	$	—	  	$	7.00	  	$	9.80	  	Apr-09	  	Jun-09	  	 	(4,183,459	) 
	 Bank of Oklahoma
	  	Collar	  	920,000	  	$	—	  	$	7.00	  	$	10.35	  	Jul-09	  	Sep-09	  	 	(1,971,672	) 
	 Bank of Oklahoma
	  	Collar	  	920,000	  	$	—	  	$	7.50	  	$	10.55	  	Oct-09	  	Dec-09	  	 	(2,190,472	) 
	 Citibank, NA
	  	Collar	  	3,650,000	  	$	—	  	$	8.50	  	$	15.60	  	Jan-09	  	Dec-09	  	 	(2,626,966	) 
	 JP Morgan
	  	Collar	  	3,650,000	  	$	—	  	$	8.50	  	$	15.65	  	Jan-09	  	Dec-09	  	 	(2,593,799	) 
	 Wells Fargo
	  	Collar	  	3,650,000	  	$	—	  	$	8.50	  	$	15.93	  	Jan-09	  	Dec-09	  	 	(2,424,305	) 
	 Wells Fargo
	  	Collar	  	3,650,000	  	$	—	  	$	8.50	  	$	16.12	  	Jan-09	  	Dec-09	  	 	(2,299,339	) 
	 BNP Paribas
	  	Collar	  	920,000	  	$	—	  	$	9.00	  	$	16.35	  	Oct-09	  	Dec-09	  	 	(380,033	) 
	 Bank of Montreal
	  	Collar	  	920,000	  	$	—	  	$	9.00	  	$	16.45	  	Oct-09	  	Dec-09	  	 	(366,519	) 
	 Bank of Montreal
	  	Put - Def. Prem.	  	7,300,000	  	$	—	  	$	10.00	  	$	—	  	Jan-09	  	Dec-09	  	 	4,178,768	  
	 BNP Paribas
	  	Put - Def. Prem.	  	3,650,000	  	$	—	  	$	10.00	  	$	—	  	Jan-09	  	Dec-09	  	 	2,089,384	  
	 Citibank, NA
	  	Put - Def. Prem.	  	3,650,000	  	$	—	  	$	10.00	  	$	—	  	Jan-09	  	Dec-09	  	 	2,089,384	  
		  		  	 	  			  			  			  		  		  	 	 	 
	 2009 Total Hedged Volumes
	  		  	96,720,000	  			  			  			  		  		  	$	(170,604,232	) 
		  		  	 	  			  			  			  		  		  	 	 	 
	 Key Bank
	  	Price Swap	  	1,825,000	  	$	8.28	  	$	—	  	$	—	  	Jan-10	  	Dec-10	  	$	(5,046,948	) 
	 Paribas
	  	Price Swap	  	1,825,000	  	$	8.22	  	$	—	  	$	—	  	Jan-10	  	Dec-10	  	 	(5,140,553	) 
		  		  	 	  			  			  			  		  		  	 	 	 
	 2010 Total Hedged Volumes
	  		  	3,650,000	  			  			  			  		  		  	$	(10,187,501	) 
		  		  	 	  			  			  			  		  		  	 	 	 
	 Total Natural Gas Contracts
	  		  	138,950,000	  			  			  			  		  		  	$	(313,969,706	) 
		  		  	 	  			  			  			  		  		  	 	 	 








																						
	 Oil Contracts
	  	 Type
	  	Data in Bbls	  	Start
Month	  	Last
Month	  	6/30/2008
MTM	 
	 Counterparty
	  	  	Total Bbls	  	Fixed
Price	  	Collar
Floor	  	Collar
Ceiling	  	  	  
	 Bank of America
	  	Collar	  	30,000	  	$	—	  	$	34.00	  	$	45.30	  	Jan-08	  	Dec-08	  	$	(2,847,211	) 
	 Paribas
	  	Price Swap	  	72,000	  	$	38.10	  	$	—	  	$	—	  	Jan-08	  	Dec-08	  	 	(7,347,150	) 
	 Bank of America
	  	Collar	  	184,000	  	$	—	  	$	65.00	  	$	81.20	  	Jan-08	  	Dec-08	  	 	(10,942,747	) 
	 Paribas
	  	Collar	  	184,000	  	$	—	  	$	70.00	  	$	85.05	  	Jan-08	  	Dec-08	  	 	(10,252,613	) 
	 Paribas
	  	Price Swap	  	92,000	  	$	80.95	  	$	—	  	$	—	  	Jan-08	  	Dec-08	  	 	(5,480,240	) 
	 Paribas
	  	Price Swap	  	46,000	  	$	81.70	  	$	—	  	$	—	  	Jan-08	  	Dec-08	  	 	(2,705,922	) 
		  		  	 	  			  			  			  		  		  	 	 	 
	 2008 Total Volumes
	  		  	608,000	  			  			  			  		  		  	$	(39,575,883	) 
		  		  	 	  			  			  			  		  		  	 	 	 
	 Paribas
	  	Price Swap	  	182,500	  	$	76.85	  	$	—	  	$	—	  	Jan-09	  	Dec-09	  	$	(11,268,787	) 
	 Paribas
	  	Price Swap	  	91,250	  	$	77.30	  	$	—	  	$	—	  	Jan-09	  	Dec-09	  	 	(5,594,687	) 
		  		  	 	  			  			  			  		  		  	 	 	 
	 2009 Total Volumes
	  		  	273,750	  			  			  			  		  		  	$	(16,863,474	) 
		  		  	 	  			  			  			  		  		  	 	 	 
	 Paribas
	  	Price Swap	  	182,500	  	$	75.10	  	$	—	  	$	—	  	Jan-10	  	Dec-10	  	$	(10,706,955	) 
	 Paribas
	  	Price Swap	  	91,250	  	$	75.55	  	$	—	  	$	—	  	Jan-10	  	Dec-10	  	 	(5,319,574	) 
		  		  	 	  			  			  			  		  		  	 	 	 
	 2010 Total Volumes
	  		  	273,750	  			  			  			  		  		  	$	(16,026,529	) 
		  		  	 	  			  			  			  		  		  	 	 	 
	 Total Oil Contracts
	  		  	1,155,500	  			  			  			  		  		  	$	(72,465,886	) 
		  		  	 	  			  			  			  		  		  	 	 	 
		  		  		  			  	 	Grand Total 6/30/2008 MTM	  	$	(386,435,592	) 
		  		  		  			  			  			  		  		  	 	 	 







 SCHEDULE 9.05 
 INVESTMENTS 
 None. 
  

 Schedule 9.05 - 1