Common use of Conditions to Effectiveness Clause in Contracts

Conditions to Effectiveness. This Agreement shall become effective on the Effective Date and enforceable against the parties hereto upon the occurrence of the following conditions precedent: (a) The Administrative Agent shall have received multiple original counterparts, as requested by the Administrative Agent, of this Agreement, duly and validly executed and delivered by duly authorized officers of the Borrower, the Guarantors, the Administrative Agent, the Issuing Lender and all of the Lenders. (b) The Administrative Agent shall have received a Note payable to each Lender requesting a Note in the amount of its Commitments after giving effect to this Agreement, duly and validly executed and delivered by duly authorized officers of the Borrower. (c) The Borrower shall have paid (a) all reasonable out-of-pocket costs and expenses that have been invoiced and are payable pursuant to Section 9.1 of the Credit Agreement, and (b) all fees owing pursuant to that certain Engagement Letter dated as of April 26, 2016 among ▇▇▇▇▇ Fargo Bank, N.A., ▇▇▇▇▇ Fargo Securities, LLC and Jagged Peak Energy LLC. (d) The Administrative Agent shall have received duly executed Mortgages, or supplements to existing Mortgages, in form and substance reasonably satisfactory to the Administrative Agent encumbering not less than 90% (by PV10) of the Credit Parties’ Proven Reserves and 90% (by PV10) of the Credit Parties’ PDP Reserves, in each case, as described in the most recently delivered Engineering Report. (e) The Administrative Agent shall have received satisfactory title information and be satisfied in its sole discretion with the title to the Oil and Gas Properties included in the Borrowing Base, and that such Oil and Gas Properties constitute (i) at least 80% of the PV10 of the Proven Reserves of the Borrower and its Subsidiaries evaluated in the most recently delivered Independent Engineering Report, and (ii) that the Borrower has good and marketable title to its Oil and Gas Properties, subject to no other liens (other than Permitted Liens). (f) The Administrative Agent shall have received one or more Account Control Agreements duly executed and delivered by the applicable Credit Parties, ▇▇▇▇▇ Fargo Bank, N.A., as the depository bank and the Administrative Agent. (g) The Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP as outside counsel to the Credit Parties in form and substance reasonably acceptable to the Administrative Agent. (h) The Administrative Agent shall have received an officer’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to this Agreement. (i) The Administrative Agent shall have received (A) evidence reasonably satisfactory to it that the Borrower has entered into commodity Hedging Arrangements in accordance with Section 5.15 of the Credit Agreement, as amended by this Agreement, and (B) an updated Schedule 4.23 setting forth the information required by Section 4.23 of the Credit Agreement, as amended by this Agreement, as of the Effective Date. (j) The Administrative Agent shall have received such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent or any Lender may reasonably request.

Conditions to Effectiveness. This Agreement Incremental Amendment shall become effective on the Effective Date and enforceable against the parties hereto upon the occurrence satisfaction of the following conditions precedentset forth below: (a) The there shall exist no Default both immediately before and after giving effect to this Incremental Amendment; (b) the Administrative Agent shall have received multiple original counterpartsa counterpart signature page to this Incremental Amendment, as requested duly executed and delivered by the Borrower, the Administrative Agent, each Guarantor, the owners of this Agreementthe Capital Stock of the Borrower (the “Pledgors”), duly the Revolving Credit Lenders electing to rollover their Revolving Credit Commitments into Tranche A Revolving Commitments, the Additional Revolving Lenders and validly executed the Term B-2 Lenders; (c) the Administrative Agent shall have received, on behalf of itself, the Collateral Agent, the Lenders, the Nexstar Swing Line Lender and delivered by duly authorized officers the Nexstar L/C Issuer, an opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel for the Borrower, the Guarantorsother Mission Entities and the Nexstar Entities, addressed to the Nexstar L/C Issuer, the Administrative Agent, the Issuing Lender Collateral Agent and all of the Lenders. (b) The Administrative Agent shall have received a Note payable Lenders and permitted to each Lender requesting a Note in the amount of its Commitments after giving effect be relied upon by any persons who become Lenders pursuant to this Agreement, duly and validly executed and delivered by duly authorized officers of the Borrower. (c) The Borrower shall have paid (a) all reasonable out-of-pocket costs and expenses that have been invoiced and are payable pursuant to Section 9.1 of the Credit Agreement, and (b) all fees owing pursuant to that certain Engagement Letter dated as of April 26, 2016 among ▇▇▇▇▇ Fargo Bank, N.A., ▇▇▇▇▇ Fargo Securities, LLC and Jagged Peak Energy LLC. (d) The Administrative Agent shall have received duly executed Mortgages, or supplements to existing MortgagesIncremental Amendment, in form and substance reasonably satisfactory to the Administrative Agent encumbering not less than 90% and customary for senior secured credit facilities in transactions of this kind (by PV10) of the Credit Parties’ Proven Reserves and 90% (by PV10) of the Credit Parties’ PDP Reserves, in each case, as described in the most recently delivered Engineering Report.including a customary no conflicts opinion consistent with that provided pursuant to Section 4.01(g)), (ed) The the Administrative Agent shall have received satisfactory title information (x) certificates of good standing from the applicable secretary of state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and be satisfied capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in its sole discretion connection with this Incremental Amendment, (y) a certificate of a Responsible Officer of the title Borrower certifying (A) as to the Oil and Gas Properties included in the Borrowing Base, and that such Oil and Gas Properties constitute compliance with clauses (i) at least 80% through (iii) of the PV10 proviso to Section 2.14(a) of the Proven Reserves Credit Agreement and (B) attaching the resolutions adopted by the Borrower approving or consenting to the Incremental Amendment and (z) a certificate of a Responsible Officer of the Borrower and its Subsidiaries evaluated in designating the most recently delivered Independent Engineering Report, and (ii) that the Borrower has good and marketable title to its Oil and Gas Properties, subject to no other liens (other than Permitted Liens).Tranche A Revolving Commitments as “Refinancing Revolving Commitments”; (fe) The the Administrative Agent shall have received one or more Account Control Agreements an amended and restated Revolver Reallocation Letter duly executed and delivered by the applicable Credit Parties, ▇▇▇▇▇ Fargo Bank, N.A., as the depository bank Consenting Revolving Lenders and the Administrative Agent.Additional Revolving Lenders; (gf) The the Administrative Agent shall have received a legal opinion Loan Notice on or prior to the Second Incremental Amendment Closing Date; (g) the representations and warranties set forth in this Incremental Amendment shall be true and correct in all material respects as of the date of this Incremental Amendment (except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date and (2) that any representation or warranty that is qualified by “materiality” or “Material Adverse Effect” shall be true and correct in all respects); (h) the Nexstar Credit Agreement shall be amended on substantially similar terms for the Nexstar Borrower as the terms set forth in this Incremental Amendment; (i) the Administrative Agent shall have received a Term B-2 Loan Note executed by the Borrower in favor of each Lender requesting a Term B-2 Loan Note; (j) the Administrative Agent shall have received a Revolving Credit Note executed by the Borrower in favor of each Additional Revolving Lender requesting a Revolving Credit Note; (k) the Administrative Agent shall have received evidence of payment of all fees required to be paid on the Second Incremental Amendment Closing Date pursuant to the Second Incremental Amendment Arranger Fee Letter; (l) the Borrower shall have paid all reasonable invoiced fees and expenses of the Administrative Agent’s counsel, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP as outside counsel to PC, and the Credit Parties in form and substance reasonably acceptable to the Administrative Agent. (h) The Administrative Agent shall have received an officer’s certificate from each Credit Party certifying such Person’s evidence of payment of all other reasonable and documented out-of-pocket costs and expenses (Aincluding, without limitation, legal fees and expenses) officers’ incumbencythat have been invoiced prior to the effective date of this Incremental Amendment. Simultaneously with effectiveness, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to this Agreement. (i) The Administrative Agent the Revolving Credit Lenders under the Existing Credit Agreement shall have received (A) evidence reasonably satisfactory to it that been paid all accrued fees on their Revolving Credit Commitments to, but not including, the Borrower has entered into commodity Hedging Arrangements in accordance with Section 5.15 of the Credit Agreement, as amended by this Agreement, Second Incremental Amendment Closing Date and (Bii) an updated Schedule 4.23 setting forth the information required by Section 4.23 of Revolving Credit Lenders under the Existing Credit AgreementAgreement shall have been paid all accrued and unpaid interest on their outstanding Revolving Credit Loans to, as amended by this Agreementbut not including, as of the Effective Second Incremental Amendment Closing Date. (j) The Administrative Agent shall have received such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent or any Lender may reasonably request.

Conditions to Effectiveness. Section 4.1. This Agreement Amendment shall become effective on the date (such date, the “Incremental Amendment No. 1 Effective Date and enforceable against the parties hereto upon the occurrence of Date”) on which the following conditions precedent:shall have been satisfied (or waived by the Incremental Amendment No. 1 Term B Lender): (ai) The Administrative Agent (or its counsel) shall have received an executed counterpart (or written evidence reasonably satisfactory to the Administrative Agent (which may include a facsimile or other electronic transmission) that such party has signed a counterpart) of this Amendment from the Incremental Amendment No. 1 Term B Lender, the Borrower, Holdings and each other Loan Party party hereto. (ii) The Administrative Agent shall have received multiple original counterpartssuch (a) certificates, resolutions or other action and incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as requested by the Administrative AgentAgent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement, duly Amendment and validly executed the other Loan Documents to which such Loan Party is a party or is to be a party and delivered by duly authorized officers (b) copies of the Borrower, the Guarantors, Organization Documents and certifications as the Administrative AgentAgent may reasonably require to evidence that each Loan Party is duly organized or formed, the Issuing Lender and all that each Loan Party is validly existing and in good standing in its jurisdiction of the Lendersorganization. (biii) The Administrative Agent shall have received a Note payable to each Lender requesting a Note in the amount an opinion of its Commitments after giving effect to this Agreement, duly and validly executed and delivered by duly authorized officers of the Borrower. (c) The Borrower shall have paid (a) all reasonable out-of-pocket costs and expenses that have been invoiced and are payable pursuant to Section 9.1 of the Credit Agreement, and (b) all fees owing pursuant to that certain Engagement Letter dated as of April 26, 2016 among ▇▇▇▇▇▇▇▇ Fargo Bank, N.A., & ▇▇▇▇▇ Fargo SecuritiesLLP, LLC New York and Jagged Peak Energy LLC. (d) The Administrative Agent shall have received duly executed Mortgages, or supplements to existing Mortgages, in form and substance reasonably satisfactory Massachusetts counsel to the Administrative Agent encumbering not less than 90% Loan Parties, (by PV10b) of the Credit Parties’ Proven Reserves and 90% (by PV10) of the Credit Parties’ PDP ReservesDriver, in each caseMcAfee, as described in the most recently delivered Engineering Report. (e) The Administrative Agent shall have received satisfactory title information and be satisfied in its sole discretion with the title Hawthorne & Diebenow, PLLC, Florida counsel to the Oil and Gas Properties included in the Borrowing Base, and that such Oil and Gas Properties constitute (i) at least 80% of the PV10 of the Proven Reserves of the Borrower and its Subsidiaries evaluated in the most recently delivered Independent Engineering Report, Loan Parties and (iic) that the Borrower has good and marketable title to its Oil and Gas PropertiesBenesch, subject to no other liens (other than Permitted Liens). (f) The Administrative Agent shall have received one or more Account Control Agreements duly executed and delivered by the applicable Credit PartiesFriedlander, ▇▇▇▇▇ Fargo Bank, N.A., as the depository bank and the Administrative Agent. (g) The Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP as outside LLP, Ohio counsel to the Credit Parties Loan Parties, in form and substance reasonably acceptable to each case dated the Administrative Agent. (h) The Administrative Agent shall have received an officer’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to this Agreement. (i) The Administrative Agent shall have received (A) evidence reasonably satisfactory to it that the Borrower has entered into commodity Hedging Arrangements in accordance with Section 5.15 of the Credit Agreement, as amended by this Agreement, and (B) an updated Schedule 4.23 setting forth the information required by Section 4.23 of the Credit Agreement, as amended by this Agreement, as of the Incremental Amendment No. 1 Effective Date. (jiv) The Administrative Agent and the Incremental Amendment No. 1 Term B Lender shall have received such (x) at least three (3) Business Days prior to the Incremental Amendment No. 1 Effective Date all documentation and other documents, governmental certificates, agreements, information about the Borrower and lien searches the Guarantors as has been reasonably requested in writing at least ten (10) Business Days prior to the Incremental Amendment No. 1 Effective Date by the Administrative Agent or any and the Incremental Amendment No. 1 Term B Lender may that they reasonably requestdetermine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act, and (y) a Beneficial Ownership Certificate in relation to the Borrower if it qualifies as a “legal entity customer” under the Beneficial Ownership Regulation.

Conditions to Effectiveness. This Agreement shall become effective on the Effective Date and enforceable against the parties hereto upon the occurrence date that each of the following conditions precedentprecedent are satisfied or waived: (a) The Administrative Agent shall have received multiple original counterpartseach of the following, as requested each of which shall be originals or facsimiles or Adobe PDFs delivered by electronic mail (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Credit Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent, of this Agreement, duly Agent and validly executed and delivered by duly authorized officers of the Borrower, the Guarantors, the Administrative Agent, the Issuing Lender and all each of the Lenders: (i) executed counterparts of this Agreement and the Guarantee Agreement, in sufficient number as the Administrative Agent shall request on behalf of the Lenders; and (ii) a Revolving Loan Note executed by the Borrower in favor of each Lender that has requested a Revolving Loan Note at least three Business Days prior to the Closing Date. (b) The Administrative Agent and the Lenders shall have received (i) the Historical Financial Statements and (ii) forecasts for BCR Holdings in a Note payable form acceptable to each Lender requesting a Note in the amount of its Commitments after giving effect to this Agreement, duly and validly executed and delivered by duly authorized officers of the BorrowerAdministrative Agent. (c) The Borrower Administrative Agent shall have paid received: (ai) all reasonable out-of-pocket costs and expenses that have been invoiced and are payable pursuant to Section 9.1 copies of the resolutions of the board of directors, authorized subcommittee thereof, or other equivalent body of each Credit AgreementParty authorizing the Transactions to which such Credit Party is a party, certified as of the Closing Date by the Secretary or an Assistant Secretary of such Credit Party; (ii) a certificate of the Secretary or Assistant Secretary of each Credit Party certifying the names and true signatures of the officers of such Credit Party authorized to execute, deliver and perform, as applicable, this Agreement and all other Loan Documents to be delivered by such Credit Party hereunder; (iii) the articles or certificate of incorporation or equivalent document of each Credit Party as in effect on the Closing Date, certified by the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporation or organization; (iv) the bye-laws or equivalent document of each Credit Party as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of such Credit Party as of the Closing Date; (v) a certificate of good standing or equivalent document for each Credit Party from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporation or organization as of a recent date; and (bvi) all fees owing pursuant to that certain Engagement Letter dated a compliance certificate for each Insurance Subsidiary (other than Syndicate 5151 at Lloyd’s) from the applicable Department as of April 26, 2016 among ▇▇▇▇▇ Fargo Bank, N.A., ▇▇▇▇▇ Fargo Securities, LLC and Jagged Peak Energy LLCa recent date (unless such Department generally does not provide compliance certificates). (d) The Administrative Agent shall have received duly executed Mortgagesa written opinion, or supplements to existing Mortgages, in form and substance reasonably satisfactory acceptable to the Administrative Agent encumbering not less than 90% in form and substance, (by PV10addressed to the Administrative Agent and the Lenders and dated the Closing Date) from each of (i) Cravath, Swaine & ▇▇▇▇▇ LLP, counsel for the Credit Parties’ Proven Reserves and 90% , substantially in the form of Exhibit F-1, (by PV10ii) of ▇▇▇▇▇▇▇ (Bermuda) Limited, Bermuda counsel for the Credit Parties’ PDP Reserves, in each case, as described substantially in the most recently delivered Engineering Reportform of Exhibit F-2 and (iii) in-house counsel for the Credit Parties, substantially in the form of Exhibit F-3. (e) The Administrative Agent shall have received satisfactory title information been paid all costs, fees and be satisfied in its sole discretion with expenses (including, without limitation, Attorney Costs of the title Administrative Agent and fees) to the Oil extent then due and Gas Properties included in payable to the Borrowing BaseAdministrative Agent, and that such Oil and Gas Properties constitute including those fees payable pursuant to the Fee Letter. (if) at least 80% of the PV10 of the Proven Reserves All pre-existing indebtedness of the Borrower and its Subsidiaries evaluated (excluding, for the avoidance of doubt, intercompany accounts payable) shall have been repaid or repurchased in the most recently delivered Independent Engineering Reportfull, all commitments relating thereto shall have been terminated, and (ii) that all liens or security interests related thereto shall have been terminated or released and an executed payoff letter with respect to all pre-existing indebtedness required to be paid off shall have been delivered to the Borrower has good and marketable title to its Oil and Gas Properties, subject to no other liens (other than Permitted Liens). (f) The Administrative Agent shall have received one or more Account Control Agreements duly executed in form and delivered by the applicable Credit Parties, ▇▇▇▇▇ Fargo Bank, N.A., as the depository bank and substance satisfactory to the Administrative Agent. (g) The Administrative Agent shall have received a legal opinion certificate signed by a Responsible Officer of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP Holdings on behalf of the Borrower, dated as outside counsel to of the Credit Parties Closing Date, (A) confirming that Holdings and its Subsidiaries have received all required approvals of the transactions contemplated hereby and by the other Loan Documents, including the Transactions, from each applicable Governmental Authority and (B) certifying that each of the conditions precedent specified in form paragraphs (f), (h), (j), (k) and substance reasonably acceptable to the Administrative Agent(n) of this Section 4.01 have been satisfied. (h) All governmental and regulatory authorizations and third party approvals necessary in connection with the financing contemplated hereby and the continuing operation of the Credit Parties and their Subsidiaries shall have been obtained and be in full force and effect. (i) Each Credit Party shall have provided the documentation and other information to the Administrative Agent as they reasonably determine are required by bank regulatory authorities under applicable “know-your-customer” and Anti-Money Laundering Laws, including the Patriot Act, at least five Business Days prior to the Closing Date, to the extent requested at least 10 Business Days prior to the Closing Date. (j) There will not exist (pro forma for the financing hereunder) any “event of default” under any Material Indebtedness of Holdings or its Subsidiaries. (k) The organizational structure of Holdings and its Subsidiaries will be as set forth on Schedule 4.01(k). (l) The Administrative Agent shall have received an officer’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to this Agreement. (i) The Administrative Agent shall have received (A) evidence reasonably satisfactory to it that from the Borrower has entered into commodity Hedging Arrangements in accordance with Section 5.15 process agent of its consent to serve as process agent for each Credit Party for purposes of the Credit Agreement, as amended by this Agreement, and (B) an updated Schedule 4.23 setting forth the information required by Section 4.23 of the Credit Agreement, as amended by this Agreement, as of the Effective DateLoan Documents. (jm) The Administrative Agent shall have received such other documentsapprovals, governmental certificates, agreements, and lien searches documents or materials as the Administrative Agent or any Lender may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent. (n) All of the representations and warranties contained herein or in any Loan Document by the Borrower and each Guarantor shall be true and correct in all material respects on the Closing Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof.

Conditions to Effectiveness. This The effectiveness of this Agreement shall become effective on and the Effective Date and enforceable against obligations of the parties hereto upon Incremental Lenders to make Loans under the occurrence Incremental Revolving Facility Commitments hereunder are subject to the satisfaction or waiver of each of the following conditions precedent:(the date on which such conditions are satisfied or waived, the “Effective Date”): (a) The Administrative Agent shall have received multiple original counterparts(i) a counterpart of this Agreement, as requested executed and delivered by the Borrower and each Incremental Lender party hereto, (ii) a reaffirmation agreement in form and substance reasonably satisfactory to the Administrative Agent, of this Agreement, duly and validly executed and delivered by duly authorized officers each of the Borrower, Loan Parties with respect to its obligations and the Guarantors, Liens granted by it under the Collateral Documents and (iii) a reaffirmation agreement in form and substance reasonably satisfactory to the Administrative Agent, executed and delivered by PBF Energy Company LLC, a Delaware limited liability company (the Issuing Lender “Parent”), with respect to its obligations under that certain Amended and all Restated Guaranty of Collection, dated as of September 30, 2014 (as may be amended, amended and restated, supplemented or otherwise modified from time to time, the Lenders“Guaranty of Collection”), among the Parent, the Administrative Agent and ▇▇▇▇▇ Fargo Bank, National Association, as administrative agent under the Term Loan Agreement. (b) The Administrative Agent shall have received received, on behalf of itself, the Lenders and each L/C Issuer on the Effective Date, a Note payable customary legal opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to each Lender requesting a Note in the amount of its Commitments after giving effect to this AgreementLoan Parties, duly and validly executed and delivered by duly authorized officers dated as of the BorrowerEffective Date (subject to customary carve-outs and qualifications). (c) The Borrower Administrative Agent shall have paid received a certificate, executed on behalf of the Borrower by a Responsible Officer of the Borrower, which certificate shall certify (ai) all reasonable out-of-pocket costs and expenses that as of the Effective Date, giving effect to amounts drawn or to be drawn under the Facility as increased by this Agreement as of the Effective Date, compliance with the financial covenants contained in Section 7.11 of the Credit Agreement on a Pro Forma Basis as of the last day of the most recent fiscal quarter of the Borrower for which financial statements have been invoiced and are payable delivered pursuant to Section 9.1 6.1(a) or (b) of the Credit Agreement, and and (ii) that before and after giving effect to the incurrence of the Incremental Revolving Facility Commitments, (x) the representations and warranties contained in Article V of the Credit Agreement and the other Loan Documents are true and correct in all material respects (except with respect to representations and warranties which are expressly qualified by materiality, which shall be true and correct in all respects) on and as of the Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (except with respect to representations and warranties which are expressly qualified by materiality, which shall be true and correct in all respects) as of such earlier date, and except that the representations and warranties contained in subsections (a) and (b) all fees owing of Section 5.5 of the Credit Agreement shall be deemed to refer to the most recent statements of Borrower and its Subsidiaries furnished pursuant to that certain Engagement Letter dated as clauses (a) and (b), respectively, of April 26, 2016 among ▇▇▇▇▇ Fargo Bank, N.A., Section 6.1 of the Credit Agreement and (y) no Event of Default exists. (d) ▇▇▇▇▇ Fargo Securities, LLC and Jagged Peak Energy LLC. (d) The Administrative Agent , or an affiliate thereof, shall have received duly executed Mortgagesall fees due and payable under that certain Engagement Letter, or supplements to existing Mortgagesdated as of November 12, in form 2014, by and substance reasonably satisfactory to between it and the Administrative Agent encumbering not less than 90% (by PV10) of the Credit Parties’ Proven Reserves and 90% (by PV10) of the Credit Parties’ PDP Reserves, in each case, as described in the most recently delivered Engineering ReportBorrower. (e) The Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent shall have received satisfactory title information and be satisfied in its sole discretion with (directly to such counsel if requested by the title Administrative Agent) to the Oil and Gas Properties included in extent invoiced prior to the Borrowing Base, and that such Oil and Gas Properties constitute (i) at least 80% of the PV10 of the Proven Reserves of the Borrower and its Subsidiaries evaluated in the most recently delivered Independent Engineering Report, and (ii) that the Borrower has good and marketable title to its Oil and Gas Properties, subject to no other liens (other than Permitted Liens)Effective Date. (f) The Administrative Agent shall have received one or more Account Control Agreements duly executed with respect to the Borrower and delivered each other Loan Party (i) certificates of good standing as of a recent date issued by the applicable appropriate Governmental Authority of the state or jurisdiction of its incorporation or organization, where applicable; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Effective Date and certifying (A) that there have been no changes to the Organization Documents of such Loan Party from those most recently delivered to the Administrative Agent in connection with the Credit PartiesAgreement and that such documents remain in full force and effect, ▇▇▇▇▇ Fargo Bank(B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors or other governing body of such Loan Party (and, N.A.if applicable, as any parent company of such Loan Party) authorizing the depository bank execution, delivery and performance of this Agreement and any related Loan Documents and the Administrative Agentborrowings hereunder and thereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect. (g) The Administrative Agent shall have received flood certification(s) from a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP as outside counsel to the Credit Parties in form and substance firm reasonably acceptable to the Administrative AgentAgent covering any buildings (defined as structures with four walls and a roof) constituting Collateral showing whether or not such buildings are located in a special flood hazard area subject to federal regulation to mandatory flood insurance requirements. (h) The Administrative Agent shall have received an officer’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to this Agreement. (i) The Administrative Agent shall have received (A) evidence reasonably satisfactory to it that a Note executed by the Borrower has entered into commodity Hedging Arrangements in accordance with Section 5.15 favor of the Credit Agreement, as amended by this Agreement, and (B) an updated Schedule 4.23 setting forth the information required by Section 4.23 of the Credit Agreement, as amended by this Agreement, as of the Effective Dateeach Lender requesting a Note. (j) The Administrative Agent shall have received such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent or any Lender may reasonably request.

Conditions to Effectiveness. This Agreement The amendments provided for in Section 1 shall become effective on the date (the "Amendment Effective Date and enforceable against the parties hereto upon the occurrence of Date") on which the following conditions precedentare satisfied; provided that the effectiveness of the amendments set forth in paragraphs (a) (other than the provisions of paragraph (a)(i) adding definitions of TRW and TRW Automotive Business Disposition), (b), (d)(i), (h), (l) and (n) of Section 1 will be subject only to the satisfaction of the condition set forth in paragraph (a) below: (a) The Administrative the Payment Agent shall have received multiple original counterparts, as requested by the Administrative Agent, counterparts of this AgreementAmendment that, duly and validly executed and delivered by duly authorized officers when taken together, bear the signatures of the Borrower, Borrowers and the Guarantors, the Administrative Agent, the Issuing Lender and all of the Required Lenders.; (b) The Administrative Agent the TRW Acquisition shall have received a Note payable to each Lender requesting a Note been or shall on the Amendment Effective Date be consummated on substantially the terms set forth in the amount of its Commitments after giving TRW Merger Agreement as in effect to this Agreement, duly and validly executed and delivered by duly authorized officers of on the Borrower.date hereof; (c) The Borrower shall have paid (a) the existing Indebtedness and all reasonable out-of-pocket costs credit and expenses that have been invoiced and are payable pursuant to Section 9.1 similar agreements of the Credit Agreement, and (b) all fees owing pursuant to that certain Engagement Letter dated as of April 26, 2016 among ▇▇▇▇▇ Fargo Bank, N.A., ▇▇▇▇▇ Fargo Securities, LLC and Jagged Peak Energy LLC. (d) The Administrative Agent shall have received duly executed Mortgages, or supplements to existing Mortgages, in form and substance reasonably satisfactory to the Administrative Agent encumbering not less than 90% (by PV10) of the Credit Parties’ Proven Reserves and 90% (by PV10) of the Credit Parties’ PDP Reserves, in each case, as described in the most recently delivered Engineering Report. (e) The Administrative Agent shall have received satisfactory title information and be satisfied in its sole discretion with the title to the Oil and Gas Properties included in the Borrowing Base, and that such Oil and Gas Properties constitute (i) at least 80% of the PV10 of the Proven Reserves of the Borrower and its Subsidiaries evaluated in the most recently delivered Independent Engineering Report, and (ii) that the Borrower has good and marketable title to its Oil and Gas Properties, subject to no other liens TRW (other than Permitted Liens). (fthe Indebtedness and agreements listed on Schedule 1) The Administrative Agent shall have received one been or more Account Control Agreements duly executed shall on the Amendment Effective Date be repaid and delivered by terminated, and all Liens securing such Indebtedness (other than the applicable Credit PartiesLiens listed on Schedule 6.05(g) hereto) shall have been or shall on the Amendment Effective Date be released, ▇▇▇▇▇ Fargo Bank, N.A., as the depository bank and the Administrative Agent. (g) The Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP as outside counsel to the Credit Parties in form and substance reasonably acceptable to the Administrative Agent. (h) The Administrative Agent shall have received an officer’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to this Agreement. (i) The Administrative Agent shall have received (A) evidence reasonably satisfactory to it that the Borrower has entered into commodity Hedging Arrangements in accordance with Section 5.15 of the Credit Agreement, as amended by this Agreement, and (B) an updated Schedule 4.23 setting forth the information required by Section 4.23 of the Credit Agreement, as amended by this Agreement, as of the Effective Date. (j) The Administrative Payment Agent shall have received such other documentsevidence as it shall have reasonably requested as to the satisfaction of such condition; (d) the Company shall have delivered to the Payment Agent with respect to the TRW Acquisition a certificate of a senior accounting or financial officer satisfying the requirements of Section 6.04(d) of the Credit Agreement and confirming the accuracy as of the Amendment Effective Date of the representations set forth in Section 2; and (e) TRW shall have executed and delivered to the Payment Agent a Subsidiary Guarantee Agreement together with evidence satisfactory to the Payment Agent of the power and authority of TRW to enter into such Agreement. Notwithstanding the foregoing, governmental certificatesif the Amendment Effective Date shall not have occurred by January 31, agreements2003, then the amendments provided for in Section 1 shall terminate and lien searches as the Administrative Agent be of no further force or any Lender may reasonably requesteffect.

Conditions to Effectiveness. This Agreement shall become effective on Upon the Effective Date and enforceable against the parties hereto upon the occurrence satisfaction of each of the following conditions, this Agreement shall be deemed to be effective (the date such conditions precedent:are satisfied, the “Effective Date”): (a) The the Administrative Agent shall have received multiple original counterparts, as requested counterparts of this Agreement (including all Exhibits hereto) executed by the Administrative Agent, of this Agreement, duly the Required Lenders and validly executed and delivered by duly authorized officers of the Borrower, the Guarantors, the Administrative Agent, the Issuing Lender and all of the Lenders.Borrowers; (b) The the Administrative Agent shall have received counterparts of the Guarantor Consent executed by each Person that was a Guarantor immediately prior to the Third Amendment Closing Date; (c) the Administrative Agent shall have received a Note payable Joinder Agreement from IMN Data Storage LLC; (d) the Administrative Agent shall have received acknowledgments of all filings or recordations necessary to each Lender requesting a Note perfect its Liens in the amount of its Commitments after giving effect Collateral (including, without limitation, Intellectual Property), as well as UCC, Lien and Intellectual Property searches and other evidence satisfactory to this Agreementthe Administrative Agent that such Liens are the only Liens upon the Collateral, duly and validly executed and delivered by duly authorized officers of the Borrower.except Permitted Liens; (ce) The Borrower the Administrative Agent shall have paid received (ai) all reasonable out-of-pocket costs and expenses that have been invoiced and are payable pursuant to Section 9.1 a Mortgage for the Real Estate of the Credit Agreement, and (b) all fees owing pursuant to that certain Engagement Letter dated as of April 26, 2016 among Imation comprising Imation’s corporate headquarters at ▇ ▇▇▇▇▇▇▇ Fargo Bank, N.A.▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ Fargo Securities, LLC and Jagged Peak Energy LLC.(ii) the Related Real Estate Documents for such Real Estate; (df) The the Administrative Agent shall have received duly Deposit Account Control Agreements executed Mortgagesby each depositary institution and Loan Party, or supplements as applicable, in form and substances satisfactory to existing Mortgagesthe Administrative Agent; (g) the Administrative Agent shall have received a Notice of Grant of Security Interest in Patents executed by each applicable Loan Party, in form and substance reasonably satisfactory to the Administrative Agent; (h) the Administrative Agent encumbering not less than 90% (shall have received a Notice of Grant of Security Interest in Trademarks executed by PV10) of the Credit Parties’ Proven Reserves and 90% (by PV10) of the Credit Parties’ PDP Reserveseach applicable Loan Party, in each case, as described in form and substance satisfactory to the most recently delivered Engineering Report.Administrative Agent; (ei) The the Administrative Agent shall have received a Notice of Grant of Security Interest in Copyrights executed by each applicable Loan Party, in form and substance satisfactory to the Administrative Agent; (j) the Administrative Agent shall have received the Security and Pledge Agreement, executed by each applicable Loan Party; (k) the Administrative Agent shall have received satisfactory title information and be satisfied evidence that the Liens in its sole discretion with the title to the Oil and Gas Properties included in the Borrowing Base, and that such Oil and Gas Properties constitute (i) at least 80% favor of the PV10 Administrative Agent on the equity interests of the Proven Reserves First-Tier Foreign Subsidiaries required to be pledged have been validly created, are enforceable and have been perfected under the laws of the Borrower and its Subsidiaries evaluated in the most recently delivered Independent Engineering Report, and (ii) that the Borrower has good and marketable title to its Oil and Gas Properties, subject to no other liens (other than Permitted Liens).each applicable jurisdiction; (fl) The the Administrative Agent shall have received one or more Account Control Agreements duly executed certificates, in form and delivered by the applicable Credit Partiessubstance satisfactory to it, ▇▇▇▇▇ Fargo Bankfrom a Responsible Officer of each Borrower certifying that, N.A., as the depository bank after giving effect to this Amendment and the Administrative Agent.transactions hereunder, (i) such Borrower is Solvent; (ii) no Default or Event of Default exists; (iii) the representations and warranties set forth in Article V of the Credit Agreement are true and correct; and (iv) such Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents; (gm) The the Administrative Agent shall have received a legal certificate of a Responsible Officer of each Loan Party, certifying (i) that attached copies of such Loan Party’s Organization Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents (the Administrative Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Loan Party in writing); (n) the Administrative Agent shall have received copies of the charter documents of each Loan Party, certified by the Secretary of State or other appropriate official of such Loan Party’s jurisdiction of organization; (o) the Administrative Agent shall have received good standing certificates for each Loan Party, issued by the Secretary of State or other appropriate official of such Loan Party’s jurisdiction of organization and each other jurisdiction reasonably requested by the Administrative Agent where such Loan Party’s conduct of business or ownership of Property necessitates qualification; (p) the Administrative Agent shall have received a written opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and Imation’s General Counsel, as outside well as any local counsel in respect of the Real Estate subject to a Mortgage to the Credit Parties Borrowers, in form and substance reasonably acceptable satisfactory to the Administrative Agent.; (hq) The the Administrative Agent shall have completed its business, financial and legal due diligence of the Loan Parties, including such collateral reviews, field examinations, audits, appraisals, assessments and other reviews by the Administrative Agent and/or third parties, as the Administrative Agent deems appropriate; (r) the Administrative Agent shall have received all original stock certificates or other certificates evidencing the equity interests pledged pursuant to the Collateral Documents, together with an officer’s undated stock/membership power for each such certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to this Agreement.duly executed in blank by the registered owner thereof; (is) The the Administrative Agent shall have received executed agreements, documents, instruments, financing statements, consents, landlord waivers, documents indicating compliance in all material respects with all applicable federal and state environmental laws and regulations, evidences of corporate authority, and such other documents to confirm and effectuate this Amendment and first priority Liens in the Collateral, as may be reasonably required by the Administrative Agent and its counsel; (At) evidence no material adverse change shall have occurred, in the opinion of the Administrative Agent or Banc of America Securities LLC (“BAS”), in the business, assets, properties, liabilities, operations, condition or prospects of the Borrowers since December 31, 2008; (u) no action, suit, investigation, litigation or proceeding pending or threatened in any court or before any arbitrator or governmental instrumentality that in the Administrative Agent’s or BAS’ judgment could reasonably be expected to have a Material Adverse Effect; (v) the Administrative Agent and BAS shall have received, in form and substance satisfactory to it that the Borrower has entered into commodity Hedging Arrangements in accordance with Section 5.15 them, (i) monthly financial projections of the Credit AgreementBorrowers through ▇▇▇▇▇ ▇▇, as amended by this Agreement▇▇▇▇, (▇▇) annual financial projections of the Borrowers through the fiscal year ending December 31, 2012, and (Biii) an updated Schedule 4.23 setting forth interim financial statements for the information required by Section 4.23 of the Credit Agreement, as amended by this Agreement, Borrowers as of a date not more than 45 days prior to the Effective Third Amendment Closing Date.; (jw) The the Administrative Agent shall have received such other documentsInsurance Assignments and certificates of insurance with respect to the Borrowers’ property and liability insurance, governmental certificates, agreements, and lien searches as together with a loss payable endorsement naming the Administrative Agent or as loss payee, all in form and substance satisfactory to the Administrative Agent; (x) the Administrative Agent shall have received satisfactory evidence that the Borrowers have received all governmental and third party consents and approvals as may be appropriate in connection with this Amendment and the transactions contemplated hereby; (y) the Administrative Agent shall be satisfied with all environmental aspects relating to each Borrower and its Real Estate, including all environmental reports as may be required by the Administrative Agent; (z) the Administrative Agent shall be satisfied with the Borrowers’ capital structure and indebtedness, including the Administrative Agent’s receipt of satisfactory evidence that the Borrowers are adequately capitalized, that the fair saleable value of the Borrowers’ assets will exceed its liabilities on the Third Amendment Closing Date, and that the Borrowers will have sufficient working capital to pay its debts as they become due; (aa) the Borrowers shall have paid all fees and expenses to be paid to the Administrative Agent and the Lenders in connection with this Amendment, the Fee Letter dated as of April 8, 2009, the Credit Agreement and the other Loan Documents; and (bb) the Administrative Agent shall have received a Borrowing Base Certificate prepared as of the Third Amendment Closing Date and, upon giving effect to the initial funding of the Loans and issuance of Letters of Credit to be made on the Third Amendment Closing Date, the payment by the Borrowers of all fees and expenses incurred in connection herewith, as well as any Lender may reasonably requestpayables stretched beyond their customary payment practices, Availability shall be at least $100,000,000.

Conditions to Effectiveness. This Agreement The effectiveness of this Amendment shall become effective on the Amendment No. 3 Effective Date and enforceable against Date, which shall be the parties hereto upon the occurrence of first Business Day on which the following conditions precedentare satisfied or waived: (ai) The the Administrative Agent (or its counsel) shall have received multiple original counterpartscounterparts of this Amendment or Consent that, as requested by when taken together, bear the signatures of (A) each Revolving Lender, (B) the Administrative Agent, of this Agreement(C) Holdings, duly (D) the Borrower and validly executed and delivered by duly authorized officers (E) each Subsidiary Loan Party; (ii) the Administrative Agent’s receipt of the Borrowerfollowing, each of which shall be originals or facsimiles or electronic copies (followed promptly by originals) unless otherwise specified: (A) a written opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the GuarantorsLoan Parties, in a form and substance reasonably satisfactory to the Administrative Agent, as to matters substantially similar to those covered in the Issuing Lender corresponding opinion delivered on the Effective Date and all of the Lenders.Amendment No. 2 Effective Date; (bB) The the Administrative Agent shall have received a Note payable to certificate of each Lender requesting a Note Loan Party as of the Amendment No. 3 Effective Date, dated the Amendment No. 3 Effective Date, substantially in the amount form of its Commitments after giving effect Exhibit G to this Agreementthe Credit Agreement or such other form reasonably acceptable to the Administrative Agent with appropriate insertions, duly executed by any Responsible Officer of such Loan Party, and validly executed and delivered by duly authorized officers attaching the documents referred to in clause (C) below; and (C) the Administrative Agent shall have received (i) resolutions of the Borrower.Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of the Amendment (including the reaffirmations set forth herein) (and any agreements relating thereto) to which it is a party, certified as of the Amendment No. 3 Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment and (ii) a good standing certificate as of a recent date from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation; (ciii) The Borrower shall have paid the fees in the amounts previously agreed in writing by Citigroup Global Markets Inc. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc. (athe “Amendment No. 3 Arrangers”) to be received on the Amendment No. 3 Effective Date and all reasonable and documented or invoiced out-of-pocket costs and expenses that have been invoiced (including the reasonable fees, charges and are payable pursuant to Section 9.1 disbursements of the Credit Agreement, and (b) all fees owing pursuant to that certain Engagement Letter dated as of April 26, 2016 among ▇▇▇▇▇▇ Fargo Bank, N.A., ▇▇▇▇▇ Fargo Securities, LLC and Jagged Peak Energy LLC. (d) The Administrative Agent shall have received duly executed Mortgages, or supplements to existing Mortgages, in form and substance reasonably satisfactory to the Administrative Agent encumbering not less than 90% (by PV10) of the Credit Parties’ Proven Reserves and 90% (by PV10) of the Credit Parties’ PDP Reserves, in each case, as described in the most recently delivered Engineering Report. (e) The Administrative Agent shall have received satisfactory title information and be satisfied in its sole discretion with the title to the Oil and Gas Properties included in the Borrowing Base, and that such Oil and Gas Properties constitute (i) at least 80% of the PV10 of the Proven Reserves of the Borrower and its Subsidiaries evaluated in the most recently delivered Independent Engineering Report, and (ii) that the Borrower has good and marketable title to its Oil and Gas Properties, subject to no other liens (other than Permitted Liens). (f) The Administrative Agent shall have received one or more Account Control Agreements duly executed and delivered by the applicable Credit Parties, ▇▇▇▇▇ Fargo Bank, N.A., as the depository bank and the Administrative Agent. (g) The Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP LLP, as outside counsel to the Credit Parties Amendment No. 3 Arrangers, and due diligence expenses) incurred in form and substance reasonably acceptable connection with the transactions contemplated hereby for which invoices have been presented at least one (1) Business Day prior to the Administrative Agent.Amendment No. 3 Effective Date shall have been, or will be substantially simultaneously, paid in full; (hiv) The Administrative Agent the representations and warranties of each Loan Party set forth in the Section 4 of this Amendment shall have received an officer’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, be true and (D) governmental approvals, if any, with respect to this Agreement. (i) The Administrative Agent shall have received (A) evidence reasonably satisfactory to it that the Borrower has entered into commodity Hedging Arrangements correct in accordance with Section 5.15 of the Credit Agreement, as amended by this Agreement, all material respects on and (B) an updated Schedule 4.23 setting forth the information required by Section 4.23 of the Credit Agreement, as amended by this Agreement, as of the Amendment No. 3 Effective Date.Date before and after giving effect to this Amendment No. 3; provided that, to the extent that such representations and warranties specifically refer to an earlier date or period, they shall be true and correct in all material respects as of such earlier date or period; provided further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the date of such borrowing or on such earlier date, as the case may be (after giving effect to such qualification); and (jv) The Administrative Agent no Default or Event of Default shall have received such other documents, governmental certificates, agreements, occurred and lien searches as the Administrative Agent or any Lender may reasonably requestbe continuing.

Conditions to Effectiveness. This Agreement Amendment shall become effective on as of the first date (such date being referred to as the “Amendment No. 4 Effective Date and enforceable against the parties hereto upon the occurrence Date”, which date is June 9, 2015) when each of the following conditions precedentshall have been satisfied: (a) The Administrative Agent shall have received multiple original counterpartsthis Amendment, as requested duly executed and delivered by (A) the Borrower, (B) the Guarantors, (C) the Cashless Option Term A-1 Lenders, (D) the Revolving Credit Lenders electing to roll over their Revolving Credit Commitments into Tranche A-1 Revolving Commitments, (E) the Additional Term A-2 Lender (if any), (F) the Additional Revolving Lender), (G) the Incremental Tranche A-1 Revolving Lenders, (H) the Administrative Agent, of this Agreement(I) the L/C Issuer, duly and validly executed and delivered by duly authorized officers of the Borrower, the Guarantors, the Administrative Agent, the Issuing (J) Swing Line Lender and all of (K) the LendersCollateral Agent. (b) The Administrative Agent shall have received a Note payable Committed Loan Notice prior to each Lender requesting a Note in the amount of its Commitments after giving effect to this Agreement, duly and validly executed and delivered by duly authorized officers requested date of the BorrowerAmendment No. 4 Effective Date. (c) The Borrower Administrative Agent shall have paid (a) all reasonable out-of-pocket costs received, on behalf of itself, the Collateral Agent, the L/C Issuer and expenses that have been invoiced and are payable pursuant to Section 9.1 of the Credit AgreementLenders, and (b) all fees owing pursuant to that certain Engagement Letter dated as of April 26, 2016 among an opinion from ▇▇▇▇▇▇▇▇ Fargo Bank, N.A., & ▇▇▇▇▇ Fargo SecuritiesLLP, LLC special counsel to the Borrower, dated as of the Amendment No. 4 Effective Date and Jagged Peak Energy LLCaddressed to the Administrative Agent, the Collateral Agent, the L/C Issuer and the Lenders, in form and substance reasonably satisfactory to the Administrative Agent. (d) The Administrative Agent shall have received duly executed Mortgages(i) certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or supplements to existing Mortgagesother action, in form and substance reasonably satisfactory to incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent encumbering not less than 90% may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment, and (by PV10ii) a certificate, dated as of the Credit Parties’ Proven Reserves and 90% (Amendment No. 4 Effective Date, signed by PV10) a Responsible Officer of the Credit Parties’ PDP ReservesBorrower, confirming satisfaction of the conditions set forth in each case, as described in the most recently delivered Engineering ReportSections 3(f) and (g). (e) The Payment of all reasonable fees and expenses due to the Administrative Agent shall have received satisfactory title information and the Arrangers, in each case required to be satisfied in its sole discretion paid on the Amendment No. 4 Effective Date. Substantially simultaneously with the title to the Oil and Gas Properties included in the Borrowing Baseeffectiveness, and that such Oil and Gas Properties constitute (i) at least 80% the Term A-1 Lenders (including all Cashless Option Term A-1 Lenders but excluding the Additional Term A-2 Lender (if any) in its capacity as such) under the existing Credit Agreement shall have been paid (other than the principal amount of Rollover Refinancing Term A-2 Loans) all accrued principal and interest on their Term A-1 Loans to, but not including, the PV10 of the Proven Reserves of the Borrower and its Subsidiaries evaluated in the most recently delivered Independent Engineering Report, Amendment No. 4 Effective Date and (ii) that the Borrower has good and marketable title to its Oil and Gas Properties, subject to no other liens (other than Permitted Liens). (f) The Administrative Agent Revolving Credit Lenders under the existing Credit Agreement shall have received one or more Account Control Agreements duly executed and delivered by been paid all accrued fees on their Revolving Credit Commitments to, but not including, the applicable Credit Parties, ▇▇▇▇▇ Fargo Bank, N.A., as the depository bank and the Administrative Agent. (g) The Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP as outside counsel to the Credit Parties in form and substance reasonably acceptable to the Administrative Agent. (h) The Administrative Agent shall have received an officer’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to this Agreement. (i) The Administrative Agent shall have received (A) evidence reasonably satisfactory to it that the Borrower has entered into commodity Hedging Arrangements in accordance with Section 5.15 of the Credit Agreement, as amended by this Agreement, and (B) an updated Schedule 4.23 setting forth the information required by Section 4.23 of the Credit Agreement, as amended by this Agreement, as of the Effective Date. (j) The Administrative Agent shall have received such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent or any Lender may reasonably request.Amendment No. 4

Conditions to Effectiveness. This Agreement Incremental Amendment shall become effective on the Effective Date and enforceable against the parties hereto upon the occurrence satisfaction of the following conditions precedentset forth below: (a) The there shall exist no Default both immediately before and after giving effect to this Incremental Amendment; (b) the Administrative Agent shall have received multiple original counterpartsa counterpart signature page to this Incremental Amendment, as requested duly executed and delivered by the Borrower, the Administrative Agent, each Guarantor, the owners of this Agreementthe Capital Stock of the Mission Borrowers (the “Pledgors”), duly the Revolving Credit Lenders electing to rollover their Revolving Credit Commitments into Tranche A Revolving Commitments, the Additional Revolving Lenders and validly executed the Term B-2 Lenders; (c) the Administrative Agent shall have received, on behalf of itself, the Collateral Agent, the Lenders, the Swing Line Lender and delivered by duly authorized officers the L/C Issuer, an opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel for the Borrower, the Guarantorsother Nexstar Entities and the Mission Entities, addressed to the L/C Issuer, the Administrative Agent, the Issuing Lender Collateral Agent and all of the Lenders. (b) The Administrative Agent shall have received a Note payable Lenders and permitted to each Lender requesting a Note in the amount of its Commitments after giving effect be relied upon by any persons who become Lenders pursuant to this Agreement, duly and validly executed and delivered by duly authorized officers of the Borrower. (c) The Borrower shall have paid (a) all reasonable out-of-pocket costs and expenses that have been invoiced and are payable pursuant to Section 9.1 of the Credit Agreement, and (b) all fees owing pursuant to that certain Engagement Letter dated as of April 26, 2016 among ▇▇▇▇▇ Fargo Bank, N.A., ▇▇▇▇▇ Fargo Securities, LLC and Jagged Peak Energy LLC. (d) The Administrative Agent shall have received duly executed Mortgages, or supplements to existing MortgagesIncremental Amendment, in form and substance reasonably satisfactory to the Administrative Agent encumbering not less than 90% and customary for senior secured credit facilities in transactions of this kind (by PV10) of the Credit Parties’ Proven Reserves and 90% (by PV10) of the Credit Parties’ PDP Reserves, in each case, as described in the most recently delivered Engineering Report.including a customary no conflicts opinion consistent with that provided pursuant to Section 4.01(g)), (ed) The the Administrative Agent shall have received satisfactory title information (x) certificates of good standing from the applicable secretary of state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and be satisfied capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in its sole discretion connection with this Incremental Amendment, (y) a certificate of a Responsible Officer of the title Borrower certifying (A) as to the Oil and Gas Properties included in the Borrowing Base, and that such Oil and Gas Properties constitute compliance with clauses (i) at least 80% through (iii) of the PV10 proviso to Section 2.14(a) of the Proven Reserves Credit Agreement and (B) attaching the resolutions adopted by the Borrower approving or consenting to the Incremental Amendment and (z) a certificate of a Responsible Officer of the Borrower and its Subsidiaries evaluated in designating the most recently delivered Independent Engineering Report, and (ii) that the Borrower has good and marketable title to its Oil and Gas Properties, subject to no other liens (other than Permitted Liens).Tranche A Revolving Commitments as “Refinancing Revolving Commitments”; (fe) The the Administrative Agent shall have received one or more Account Control Agreements an amended and restated Revolver Reallocation Letter duly executed and delivered by the applicable Credit Parties, ▇▇▇▇▇ Fargo Bank, N.A., as the depository bank Consenting Revolving Lenders and the Administrative Agent.Additional Revolving Lenders; (gf) The the Administrative Agent shall have received a legal opinion Loan Notice on or prior to the Second Incremental Amendment Closing Date; (g) the representations and warranties set forth in this Incremental Amendment shall be true and correct in all material respects as of the date of this Incremental Amendment (except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date and (2) that any representation or warranty that is qualified by “materiality” or “Material Adverse Effect” shall be true and correct in all respects); (h) the Mission Credit Agreement shall be amended on substantially similar terms for the Mission Borrower as the terms set forth in this Incremental Amendment; (i) the Administrative Agent shall have received a Term B-2 Loan Note executed by the Borrower in favor of each Lender requesting a Term B-2 Loan Note; (j) the Administrative Agent shall have received a Revolving Credit Note executed by the Borrower in favor of each Additional Revolving Lender requesting a Revolving Credit Note; (k) the Administrative Agent shall have received evidence of payment of all fees required to be paid on the Second Incremental Amendment Closing Date pursuant to the Second Incremental Amendment Arranger Fee Letter; (l) the Borrower shall have paid all reasonable invoiced fees and expenses of the Administrative Agent’s counsel, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP as outside counsel to PC, and the Credit Parties in form and substance reasonably acceptable to the Administrative Agent. (h) The Administrative Agent shall have received an officer’s certificate from each Credit Party certifying such Person’s evidence of payment of all other reasonable and documented out-of-pocket costs and expenses (Aincluding, without limitation, legal fees and expenses) officers’ incumbencythat have been invoiced prior to the effective date of this Incremental Amendment. Simultaneously with effectiveness, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to this Agreement. (i) The Administrative Agent the Revolving Credit Lenders under the Existing Credit Agreement shall have received (A) evidence reasonably satisfactory to it that been paid all accrued fees on their Revolving Credit Commitments to, but not including, the Borrower has entered into commodity Hedging Arrangements in accordance with Section 5.15 of the Credit Agreement, as amended by this Agreement, Second Incremental Amendment Closing Date and (Bii) an updated Schedule 4.23 setting forth the information required by Section 4.23 of Revolving Credit Lenders under the Existing Credit AgreementAgreement shall have been paid all accrued and unpaid interest on their outstanding Revolving Credit Loans to, as amended by this Agreementbut not including, as of the Effective Second Incremental Amendment Closing Date. (j) The Administrative Agent shall have received such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent or any Lender may reasonably request.

Conditions to Effectiveness. This Agreement Amendment shall become effective as of the date first written above (provided that, as set forth therein, Section 4 shall become effective on the Effective Date and enforceable against the parties hereto upon the occurrence September 4, 2015 if all of the following conditions precedent:have then been satisfied) when, and only when, (a) The the Administrative Agent shall have received multiple original counterparts, as requested by the Administrative Agent, of this Agreement, duly and validly executed and delivered by duly authorized officers of the Borrower, the Guarantors, the Administrative Agent, the Issuing Lender and all of the Lenders.received: (b) The Administrative Agent shall have received a Note payable to each Lender requesting a Note in the amount of its Commitments after giving effect to this Agreement, duly and validly executed and delivered by duly authorized officers of the Borrower. (c) The Borrower shall have paid (a) all reasonable out-of-pocket costs and expenses that have been invoiced and are payable pursuant to Section 9.1 of the Credit Agreement, and (b) all fees owing pursuant to that certain Engagement Letter dated as of April 26, 2016 among ▇▇▇▇▇ Fargo Bank, N.A., ▇▇▇▇▇ Fargo Securities, LLC and Jagged Peak Energy LLC. (d) The Administrative Agent shall have received duly executed Mortgages, or supplements to existing Mortgages, in form and substance reasonably satisfactory to the Administrative Agent encumbering not less than 90% (by PV10) of the Credit Parties’ Proven Reserves and 90% (by PV10) of the Credit Parties’ PDP Reserves, in each case, as described in the most recently delivered Engineering Report. (e) The Administrative Agent shall have received satisfactory title information and be satisfied in its sole discretion with the title to the Oil and Gas Properties included in the Borrowing Base, and that such Oil and Gas Properties constitute (i) at least 80% counterparts of the PV10 of the Proven Reserves of the Borrower and its Subsidiaries evaluated in the most recently delivered Independent Engineering Report, and (ii) that the Borrower has good and marketable title to its Oil and Gas Properties, subject to no other liens (other than Permitted Liens). (f) The Administrative Agent shall have received one or more Account Control Agreements this Amendment duly executed and delivered by the applicable Credit PartiesBorrowers, ▇▇▇▇▇ Fargo Bankthe Subsidiary Guarantors, N.A.the Administrative Agent and the Required Lenders; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the secretary or an assistant secretary of each Borrower and the Subsidiary Guarantors, as the depository bank Administrative Agent may timely request to establish the identities of and verify the authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment, including a certificate certifying and attaching the resolutions adopted by each Borrower approving or consenting to the Extension (or if the Borrowers’ resolutions delivered pursuant to Section 4.01(a)(iii) of the Credit Agreement provided for the Extension, certifying that such resolutions have not been amended, modified or rescinded and remain in full force and effect); (iii) such evidence as the Administrative Agent.Agent may reasonably request to verify that each Loan Party is duly organized or formed, validly existing and in good standing in the jurisdiction where organized; and (giv) The Administrative Agent a certificate dated as of the date hereof signed by a Responsible Officer of the Parent Borrower certifying as to the matters set forth in Sections 5(a) and (b) above; and (b) the Parent Borrower shall have received a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP as outside counsel (i) paid all fees it has agreed to pay in connection with this Amendment, including, without limitation, the Credit Parties fees set forth in form and substance reasonably acceptable that certain letter dated July 21, 2015 from the Parent Borrower to the Administrative Agent. (h) The Administrative Agent shall have received an officer’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (Dii) governmental approvalsreimbursed or paid, if anyto the extent timely invoiced to, with respect and reviewed by, the Parent Borrower, all out-of-pocket expenses required to this Agreement. (i) The Administrative Agent shall have received (A) evidence reasonably satisfactory to it that be reimbursed or paid by the Parent Borrower has entered into commodity Hedging Arrangements in accordance with Section 5.15 of under the Credit Agreement, as amended by this Agreement, and (B) an updated Schedule 4.23 setting forth the information required by Section 4.23 of the Credit Agreement, as amended by this Agreement, as of the Effective Date. (j) The Administrative Agent shall have received such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent or any Lender may reasonably request.

Conditions to Effectiveness. This Except with respect to the provisions contained in Section 3, Section 4(w) and Section 5, this Agreement shall become effective on the Effective Date and enforceable against the parties hereto upon the occurrence of the following conditions precedentwhich may occur prior to or concurrently with the closing of this Agreement: (a) The Administrative Agent shall have received multiple original counterparts, as requested by the Administrative Agent, of (i) this Agreement, duly and validly Agreement executed and delivered by duly authorized officers of the Parent, the Borrower, the Guarantorseach Guarantor, the Administrative Agent, the Issuing Lender Lenders, and all of the Lenders.New Lenders and (ii) that certain fee letter dated on or about the date hereof among ▇▇▇▇▇ Fargo Securities, LLC, the Borrower, and Holdings (the “Amendment No. 3 Fee Letter”); (b) The Administrative Agent shall have received a Note payable to each Lender requesting a Note in (i) certified, fully executed, correct and complete copies of the amount of its Commitments after giving effect to this Agreement, duly Second Lien Loan Documents and validly (ii) the Intercreditor Agreement executed and delivered by duly authorized officers of the Parent, the Borrower, each Guarantor, the Administrative Agent as First Lien Administrative Agent and the Second Lien Administrative Agent. (c) The Borrower shall have paid (a) all reasonable out-of-pocket costs delivered to the Administrative Agent a certified, fully executed, correct and expenses that have been invoiced and are payable pursuant to Section 9.1 complete copy of the Credit Agreement, and (b) all fees owing pursuant to that certain Engagement Letter Purchase Agreement dated as of April 26July 29, 2016 among ▇▇▇▇▇ Fargo Bank2017 between Penn Virginia Oil & Gas L.P. as the purchaser and Devon Energy Production Company, N.A.L.P. as the seller (the “Devon Purchase Agreement”), ▇▇▇▇▇ Fargo Securitiesand each other material agreement, LLC document or instrument executed in connection therewith (collectively, the “Transfer Documents”), and Jagged Peak Energy LLCthe asset purchase contemplated by the Devon Purchase Agreement shall have been consummated prior to or substantially concurrently with the Effective Date, in accordance with the terms of the Devon Purchase Agreement without giving effect to any amendments, consents or waivers by the Borrower that amend, modify or waive any terms of the Devon Purchase Agreement, nor shall the Borrower have given a consent thereunder, in any case, in a manner adverse to the Lenders (in their capacities as such) without the consent of the Administrative Agent. (d) The Administrative Agent shall have received copies of duly executed Mortgages, or supplements to mortgage releases and financing statement terminations evidencing a full release of all existing Mortgages, in form mortgages and substance reasonably satisfactory to the Administrative Agent Liens (other than Permitted Liens) encumbering not less than 90% (by PV10) any of the Credit Parties’ Proven Reserves and 90% (properties acquired by PV10) of the Credit Parties’ PDP Reserves, in each case, as described in Borrower under the most recently delivered Engineering ReportDevon Purchase Agreement. (e) The Administrative Agent shall have received satisfactory title information evidence, which title evidence shall be in form and be satisfied substance acceptable to the Administrative Agent in its sole reasonable discretion with and shall include information regarding the title to before payout and after payout ownership interests held by the Loan Parties, for all ▇▇▇▇▇ located on the Oil and Gas Properties included in acquired by the Borrowing BaseLoan Parties under the Devon Purchase Agreement, and that such Oil and Gas Properties constitute (i) covering at least 8090% of the PV10 present value of the Proven Reserves of the Borrower and its Subsidiaries evaluated in the most recently delivered Independent Engineering Report, and (ii) that the Borrower has good and marketable title to its Oil and Gas Properties, subject to no other liens (other than Permitted Liens). (f) The Administrative Agent shall have received one or more Account Control Agreements duly executed and delivered Loan Parties as determined by the applicable Credit Parties, ▇▇▇▇▇ Fargo Bank, N.A., as the depository bank and the Administrative Agent. (g) . The Administrative Agent Borrower acknowledges and agrees that this condition to effectiveness shall have received not be construed as being a legal opinion limitation of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP as outside counsel to the Credit Parties requirements set forth in form and substance reasonably acceptable to the Administrative Agent. (h) The Administrative Agent shall have received an officer’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to this Agreement. (i) The Administrative Agent shall have received (A) evidence reasonably satisfactory to it that the Borrower has entered into commodity Hedging Arrangements in accordance with Section 5.15 5.10 of the Credit Agreement, as amended by this Agreementhereby. (f) The Borrower shall have paid (i) all fees and expenses of the Administrative Agent’s outside legal counsel pursuant to all invoices presented for payment prior to the Effective Date, and (Bii) an updated Schedule 4.23 setting forth the information fees required by Section 4.23 of under the Credit Agreement, as amended by this Agreement, as of the Effective DateAmendment No. 3 Fee Letter. (j) The Administrative Agent shall have received such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent or any Lender may reasonably request.

Conditions to Effectiveness. This Agreement Amendment shall become effective on the Effective Date and enforceable against the parties hereto upon the occurrence satisfaction or waiver of all of the following conditions precedent:precedent (the “Third Amendment Effective Date”): (a) The Administrative Agent shall have received multiple original counterparts, as requested by the Administrative Agent, of this Agreement, duly and validly executed and delivered by duly authorized officers of the Borrower, the Guarantors, the Administrative Agent, the Issuing Lender Ally Representative and all the Blackstone Credit Representative shall have received fully executed copies of: (i) this Amendment executed by each of the Lenders.Loan Parties, the Blackstone Credit Representative, the Ally Representative, the Lenders and the Administrative Agent; (ii) that certain First Amendment to the Agreement Among ▇▇▇▇▇▇▇, dated as of the date hereof, executed by each of the Last Out Lenders (as defined therein), the First Out Lenders (as defined therein), First Out Lender Representative (as defined therein), Last Out Lender Representative (as defined therein) and Agent (as defined therein) (the “AAL Amendment”); (iii) the Third Amendment Intercreditor Agreement; (iv) the Second Lien Credit Agreement and the other Second Lien Loan Documents; and (v) that certain Mutual Release, dated as of the date hereof, by and among the Consenting Stakeholders (as defined therein), (b) The Administrative Agent the Third Amendment Transactions (including receipt of all regulatory approvals required in connection with the Third Amendment Transactions) shall have received a Note payable to each Lender requesting a Note in the amount of its Commitments after giving effect to this Agreement, duly been consummated and validly all related definitive documentation shall have been executed and delivered by duly authorized officers of to the Borrower.Administrative Agent, the Ally Representative and the Blackstone Credit Representative; (c) The Borrower the Administrative Agent, the Ally Representative and the Blackstone Credit Representative shall have paid (a) all reasonable out-of-pocket costs and expenses that have been invoiced and are payable pursuant to Section 9.1 of the Credit Agreement, andreceived: (bi) all fees owing pursuant to that certain Engagement Letter dated as a customary legal opinion of April 26, 2016 among (A) ▇▇▇▇▇ Fargo Bank, N.A., ▇▇▇▇▇ Fargo Securities, LLC and Jagged Peak Energy LLC. (d) The Administrative Agent shall have received duly executed Mortgages, or supplements to existing Mortgages, in form and substance reasonably satisfactory to the Administrative Agent encumbering not less than 90% (by PV10) of the Credit Parties’ Proven Reserves and 90% (by PV10) of the Credit Parties’ PDP Reserves, in each case, as described in the most recently delivered Engineering Report. (e) The Administrative Agent shall have received satisfactory title information and be satisfied in its sole discretion with the title to the Oil and Gas Properties included in the Borrowing Base, and that such Oil and Gas Properties constitute (i) at least 80% of the PV10 of the Proven Reserves of the Borrower and its Subsidiaries evaluated in the most recently delivered Independent Engineering Report, and (ii) that the Borrower has good and marketable title to its Oil and Gas Properties, subject to no other liens (other than Permitted Liens). (f) The Administrative Agent shall have received one or more Account Control Agreements duly executed and delivered by the applicable Credit Parties, ▇▇▇▇▇ Fargo Bank, N.A., as the depository bank and the Administrative Agent. (g) The Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP as outside LLP, special New York counsel to the Borrower and the Guarantors, addressed to each Secured Party, in form and substance reasonably satisfactory to the Blackstone Credit Representative and (B) if applicable, local counsel reasonably acceptable to the Blackstone Credit Representative in each jurisdiction where any of the Loan Parties is incorporated or organized, addressed to each Secured Party, in form and substance reasonably satisfactory to the Blackstone Credit Representative; (ii) customary lien searches and UCC searches; (A) a certificate, signed by an Responsible Officer of each Loan Party, and attested to by the secretary or any assistant secretary of such Loan Party, together with (x) copies of the Organization Documents of such Loan Party, (y) the resolutions of such Loan Party referred to in such certificate, and (z) a signature and incumbency certificate to the officers of such persons executing the Loan Documents, in each case, each of the foregoing shall be in form and substance reasonably acceptable to the Administrative Agent. (h) The Administrative Agent shall have received an officer’s certificate from each Blackstone Credit Party certifying such Person’s (A) officers’ incumbencyRepresentative and Ally Representative, (B) authorizing resolutions, certificates of good standing or status (Cto the extent that such concepts exist) organizational documents, and from the applicable secretary of state (Dor equivalent authority) governmental approvals, if any, with respect to this Agreement. (i) The Administrative Agent shall have received (A) evidence reasonably satisfactory to it that the Borrower has entered into commodity Hedging Arrangements in accordance with Section 5.15 of the Credit Agreementjurisdiction of organization or formation of each Loan Party (in each case, as amended by this Agreement, and (B) an updated Schedule 4.23 setting forth to the information required by Section 4.23 of the Credit Agreement, as amended by this Agreement, as of the Effective Date. (j) The Administrative Agent shall have received such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent or any Lender may reasonably request.extent applicable);

Conditions to Effectiveness. This Agreement Amendment shall become effective on as of the Effective Date and enforceable against the parties hereto upon the occurrence of date hereof only when the following conditions precedent:shall have been satisfied and notice thereof shall have been given by the Agent to the Parent Guarantor, the Company and each Lender (the date of satisfaction of such conditions and the giving of such notice being referred to herein as the "Nineteenth Amendment Effective Date"): (a) A. The Administrative Agent shall have received multiple original counterpartsfor each Lender counterparts hereof duly executed on behalf of the Parent Guarantor, the Company, the Agent and the Required Lenders (or notice of the approval of this Amendment by the Required Lenders satisfactory to the Agent shall have been received by the Agent). B. The Agent shall have received: (1) Resolutions of the Board of Directors or of the Executive Committee of the Board of Directors of the Company, the Parent Guarantor and the applicable Subsidiaries of the Company approving and authorizing the execution, delivery and performance of this Amendment and the amendments to the Collateral Documents described in Section 1.6 hereof, certified by their respective corporate secretaries or assistant secretaries as being in full force and effect without modification or amendment as of the date of execution hereof by the Company, the Parent Guarantor or such Subsidiary, as requested by the Administrative Agent, case may be; (2) A signature and incumbency certificate of this Agreement, duly and validly executed and delivered by duly authorized the officers of the BorrowerCompany, the Guarantors, Parent Guarantor and the Administrative Agent, the Issuing Lender and all applicable Subsidiaries of the Lenders.Company executing this Amendment and the amendments to the Collateral Documents described in Section 1.6 hereof; (b3) The Administrative For each Lender, an opinion, addressed to the Agent shall have received a Note payable to and each Lender requesting a Note in the amount of its Commitments after giving effect to this AgreementLender, duly and validly executed and delivered by duly authorized officers of the Borrower. (c) The Borrower shall have paid (a) all reasonable out-of-pocket costs and expenses that have been invoiced and are payable pursuant to Section 9.1 of the Credit Agreement, and (b) all fees owing pursuant to that certain Engagement Letter dated as of April 26, 2016 among ▇▇▇▇▇ Fargo Bank, N.A., ▇▇▇▇▇ Fargo Securities, LLC and Jagged Peak Energy LLC. (d) The Administrative Agent shall have received duly executed Mortgages, or supplements to existing Mortgagesfrom Kramer Levin Naftalis & Frankel LLP, in form and substance reasonably satisfactory to the Administrative Agent encumbering not less than 90% (by PV10) of the Credit Parties’ Proven Reserves and 90% (by PV10) of the Credit Parties’ PDP Reserves, in each case, as described in the most recently delivered Engineering Report. (e) The Administrative Agent shall have received satisfactory title information and be satisfied in its sole discretion with the title to the Oil and Gas Properties included in the Borrowing Base, and that such Oil and Gas Properties constitute (i) at least 80% of the PV10 of the Proven Reserves of the Borrower and its Subsidiaries evaluated in the most recently delivered Independent Engineering Report, and (ii) that the Borrower has good and marketable title to its Oil and Gas Properties, subject to no other liens (other than Permitted Liens). (f) The Administrative Agent shall have received one or more Account Control Agreements duly executed and delivered by the applicable Credit Parties, ▇▇▇▇▇ Fargo Bank, N.A., as the depository bank and the Administrative Agent. (g) The Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP as outside counsel to ▇▇▇▇▇▇act▇▇▇ ▇▇ the Credit Parties in form and substance reasonably acceptable to the Administrative Agent.; (h4) The Administrative Agent shall have received an officer’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbencySuch other information, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if anyopinions, with respect to this Agreement.documents or instruments as the Agent may reasonably request; and (i5) The Administrative Agent shall have received (A) evidence reasonably satisfactory to it that For the Borrower has entered into commodity Hedging Arrangements pro rata benefit of the Lenders, calculated in accordance with the Percentages set forth in Section 5.15 1.5 hereof, a fee in the amount of the Credit Agreement, as amended by this Agreement, and (B) an updated Schedule 4.23 setting forth the information required by Section 4.23 of the Credit Agreement, as amended by this Agreement, as of the Effective Date$450,000. (j) The Administrative Agent shall have received such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent or any Lender may reasonably request.

Conditions to Effectiveness. This Agreement Amendment shall become effective on the date hereof (such date, the “Amendment No. 1 Effective Date Date”) upon satisfaction (or, with respect to Sections 4(a)(ii) and enforceable against (iii) only, waiver by the parties hereto upon the occurrence Administrative Agent) of each of the following conditions precedentconditions: (a) The Administrative Agent shall have received multiple original counterpartsthe following, as requested each of which shall be originals, facsimiles or copies in .pdf form by electronic mail (followed promptly by originals): (i) counterpart signature pages to this Amendment from each Borrower, each Refinancing Revolving Credit Lender, each Incremental Revolving Credit Lender, the L/C Issuer, the Swing Line Lender, and the Administrative Agent; (ii) a customary opinion from Ropes & ▇▇▇▇ LLP, counsel to the Loan Parties, dated the Amendment No. 1 Effective Date and addressed to the Administrative Agent and each Lender party to this Amendment; (iii) such certificates of this Agreement, duly and validly executed and delivered by duly authorized officers good standing or status (to the extent that such concepts exist) from the applicable secretary of state (or equivalent authority) of the jurisdiction of organization of each Loan Party, a certificate of customary resolutions or other customary action of each Borrower, a customary certificate of a Responsible Officer of each Borrower and an incumbency certificate of each Borrower evidencing the Guarantorsidentity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the Administrative Agent, other Loan Documents to which such Borrower is a party or is to be a party on the Issuing Lender and all of the LendersAmendment No. 1 Effective Date. (b) The Administrative Agent shall have received a Note payable to each Lender requesting a Note in the amount of its Commitments Immediately before and immediately after giving effect to this AgreementAmendment, duly no Default or Event of Default shall have occurred and validly executed and delivered by duly authorized officers of the Borrowerbe continuing. (c) The Borrower shall have paid (a) all reasonable out-of-pocket costs Immediately before and expenses that have been invoiced immediately after giving effect to this Amendment, the representations and are payable pursuant to Section 9.1 warranties of each Loan Party set forth in Article 5 of the Credit AgreementAgreement and in each other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified), and except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (bor in all respects if qualified as to “materiality” or “Material Adverse Effect”) all fees owing pursuant to that certain Engagement Letter dated as of April 26, 2016 among ▇▇▇▇▇ Fargo Bank, N.A., ▇▇▇▇▇ Fargo Securities, LLC and Jagged Peak Energy LLCsuch earlier date. (d) The Administrative Agent shall have received duly executed Mortgages, payment of all expenses required to be paid or supplements to existing Mortgages, reimbursed by any Borrower under or in form and substance reasonably satisfactory to the Administrative Agent encumbering not less than 90% (by PV10) of the Credit Parties’ Proven Reserves and 90% (by PV10) of the Credit Parties’ PDP Reservesconnection with this Amendment in accordance with Section 12, in each case, as described to the extent invoiced in reasonable detail prior to the most recently delivered Engineering Reportdate hereof. (e) The Administrative Agent Borrowers shall have received satisfactory title information and paid, or caused to be satisfied in its sole discretion with the title paid, to the Oil and Gas Properties included in Administrative Agent, for the Borrowing Baseratable benefit of the Existing Revolving Credit Lenders, and that such Oil and Gas Properties constitute (i) at least 80% the principal amount of the PV10 of the Proven Reserves of the Borrower and its Subsidiaries evaluated in the most recently delivered Independent Engineering Reportall outstanding Existing Revolving Credit Loans, and (ii) that all accrued and unpaid interest with respect to the Borrower has good Existing Revolving Credit Loans, (iii) all accrued and marketable title to its Oil unpaid fees under Section 2.03(h) of the Credit Agreement and Gas Properties, subject to no other liens (other than Permitted Liens)iv) all accrued and unpaid fees under Section 2.09(a) of the Credit Agreement. (f) The Administrative Agent shall have received one or more Account Control Agreements duly executed and delivered by the applicable Credit Parties, ▇▇▇▇▇ Fargo Bank, N.A., as the depository bank and the Administrative Agent. with respect to each Mortgaged Property: (gi) The Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP as outside counsel to the Credit Parties in form and substance reasonably acceptable to the Administrative Agent. (h) The Administrative Agent shall have received an officer’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documentscompleted “life-of-loan” Federal Emergency Management Agency flood hazard determination, and (Dii) governmental approvalsif any improved portion of the Mortgaged Property is located in a special flood hazard area, if any, with respect to this Agreement. (ix) The Administrative Agent shall have received a notice about Special Flood Hazard Area status and flood disaster assistance duly executed by the Parent Borrower and (Ay) evidence reasonably satisfactory to it that the Borrower has entered into commodity Hedging Arrangements in accordance with of flood insurance as required by Section 5.15 6.07(c) of the Credit Agreement, as amended by this Agreement, and (B) an updated Schedule 4.23 setting forth the information required by Section 4.23 of the Credit Agreement, as amended by this Agreement, as of the Effective Date. (j) The Administrative Agent shall have received such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent or any Lender may reasonably request.

Conditions to Effectiveness. This Agreement shall become effective on the date (the “Incremental 2012 Term Effective Date and enforceable against Date”) that is the parties hereto upon the occurrence of first Business Day on which the following conditions precedent:are satisfied or waived (provided that Section 2 hereof may be modified to make ministerial changes to reflect the completion of the Incremental 2012 Term Effective Date in a manner as reasonably agreed between the Borrower and the Administrative Agent): (a) The the Administrative Agent shall have received multiple original counterpartsexecuted signature pages to this Amendment from US Holdings, as requested by the Administrative Agent, of this Agreement, duly and validly executed and delivered by duly authorized officers of the Borrower, the Guarantorseach other Credit Party that is party to a Credit Document and Citibank, the N.A., in its capacity as Administrative Agent and Collateral Agent, the Issuing Lender and all of the Lenders.; (b) The each of the conditions to effectiveness of the December 2012 Extension Amendment shall have been satisfied except with respect to the payment of the Extension Fee set forth therein; (c) the Administrative Agent shall have received (A) a Note payable to certificate of an Authorized Officer of each Lender requesting Credit Party attaching (x) a Note in the amount of its Commitments after giving effect to this Agreement, duly and validly executed and delivered by duly authorized officers copy of the Borrower. (c) The Borrower shall have paid (a) all reasonable out-of-pocket costs and expenses that have been invoiced and are payable pursuant to Section 9.1 of the Credit Agreement, and (b) all fees owing pursuant to that certain Engagement Letter dated as of April 26, 2016 among ▇▇▇▇▇ Fargo Bank, N.A., ▇▇▇▇▇ Fargo Securities, LLC and Jagged Peak Energy LLC. (d) The Administrative Agent shall have received duly executed Mortgages, or supplements to existing Mortgagesresolutions, in form and substance reasonably satisfactory to the Administrative Agent encumbering not less than 90% Agent, of the board of directors, other managers or general partner of each Credit Party (by PV10or a duly authorized committee thereof) authorizing the execution, delivery and performance of this Agreement and the December 2012 Extension Amendment and the performance of the Credit Parties’ Proven Reserves Agreement and 90% the other Credit Documents, in each case as modified by this Agreement and the December 2012 Extension Amendment, (by PV10y) true and complete copies of the Organizational Documents of the Credit Parties’ PDP ReservesParties (which may be incorporated by reference into such certificate to the extent the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate), in each casecase certified as of the Incremental 2012 Term Effective Date by such Authorized Officer as being in full force and effect without modification or amendment, as described (B) signature and incumbency certificates of each officer executing this Agreement and the December 2012 Extension Amendment or any other document delivered in the most recently delivered Engineering Report.connection herewith or therewith on behalf of each Credit Party and (C) good standing certificates for each Credit Party for each jurisdiction in which such Credit Party is organized; and (ed) The the Administrative Agent shall have received satisfactory title information and be satisfied in its sole discretion with the title to the Oil and Gas Properties included in the Borrowing Basefrom ▇▇▇▇▇▇, and that such Oil and Gas Properties constitute (i) at least 80% of the PV10 of the Proven Reserves of the Borrower and its Subsidiaries evaluated in the most recently delivered Independent Engineering Report, and (ii) that the Borrower has good and marketable title to its Oil and Gas Properties, subject to no other liens (other than Permitted Liens). (f) The Administrative Agent shall have received one or more Account Control Agreements duly executed and delivered by the applicable Credit Parties, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ Fargo Bank, N.A., as the depository bank LLP and the Administrative Agent. (g) The Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP as outside LLP, counsel to the Credit Parties in form Borrower, executed legal opinions covering such matters as the Administrative Agent may reasonably request and substance otherwise reasonably acceptable satisfactory to the Administrative Agent. (h) The Administrative Agent shall have received an officer’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to this Agreement. (i) The Administrative Agent shall have received (A) evidence reasonably satisfactory to it that the Borrower has entered into commodity Hedging Arrangements in accordance with Section 5.15 of the Credit Agreement, as amended by this Agreement, and (B) an updated Schedule 4.23 setting forth the information required by Section 4.23 of the Credit Agreement, as amended by this Agreement, as of the Effective Date. (j) The Administrative Agent shall have received such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent or any Lender may reasonably request.

Conditions to Effectiveness. This Agreement A. Section 1 and Section 2 of this Amendment shall become effective on the Effective Date and enforceable against the parties hereto only upon the occurrence satisfaction of all of the following conditions precedent(the date of satisfaction of such conditions being referred to herein as the “First Amendment Effective Date”): 1. On or before the First Amendment Effective Date, Company shall deliver to Lenders (or to Syndication Agent for Lenders with sufficient originally executed copies, where appropriate, for each Lender and its counsel) the following, each, unless otherwise noted, dated the First Amendment Effective Date: (a) The Administrative Agent shall have received multiple original counterpartsResolutions of its Board of Directors approving and authorizing the execution, as requested by delivery, and performance of (i) this Amendment and (ii) an amendment to the Administrative Agent, of this Agreement, duly and validly executed and delivered by duly authorized officers First Lien Credit Agreement to the effect that the issuance of the BorrowerSenior Notes in the Senior Note Exchange is permitted pursuant to the terms of such agreement and the Senior Note Indenture, the Guarantors, the Administrative Agent, the Issuing Lender and all certified as of the Lenders.First Amendment Effective Date by its corporate secretary or an assistant secretary as being in full force and effect without modification or amendment; (b) The Administrative Agent shall have received a Note payable to each Lender requesting a Note in the amount Signature and incumbency certificates of its Commitments after giving effect to officers executing this Agreement, duly and validly executed and delivered by duly authorized officers of the Borrower.Amendment; and (c) The Borrower Executed originals of this Amendment, executed by Parent, Company and each Subsidiary Guarantor. 2. Lenders shall have paid (a) all reasonable out-of-pocket costs and expenses that have been invoiced and are payable pursuant to Section 9.1 received originally executed copies of the Credit Agreement, and (b) all fees owing pursuant to that certain Engagement Letter dated as one or more favorable written opinions of April 26, 2016 among ▇▇▇▇▇ Fargo Bank, N.A.▇▇▇▇ & ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ Fargo Securities, LLC and Jagged Peak Energy LLC. (d) The Administrative Agent shall have received duly executed Mortgages, or supplements to existing Mortgages, in form and substance reasonably satisfactory to the Administrative Agent encumbering not less than 90% (by PV10) of the Credit Parties’ Proven Reserves and 90% (by PV10) of the Credit Parties’ PDP Reserves, in each case, as described in the most recently delivered Engineering Report. (e) The Administrative Agent shall have received satisfactory title information and be satisfied in its sole discretion with the title to the Oil and Gas Properties included in the Borrowing Base, and that such Oil and Gas Properties constitute (i) at least 80% of the PV10 of the Proven Reserves of the Borrower and its Subsidiaries evaluated in the most recently delivered Independent Engineering Report, and (ii) that the Borrower has good and marketable title to its Oil and Gas Properties, subject to no other liens (other than Permitted Liens). (f) The Administrative Agent shall have received one or more Account Control Agreements duly executed and delivered by the applicable Credit Parties, ▇▇▇▇▇▇▇▇▇ Fargo Bank, N.A., as the depository bank and the Administrative Agent. (g) The Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP as outside and other counsel reasonably acceptable to the Credit Parties Agents, each counsel for Company, in form and substance reasonably acceptable satisfactory to Syndication Agent and its counsel, dated as of the First Amendment Effective Date and setting forth, collectively, substantially the matters in the opinions designated in Annex A to this Amendment. 3. Executed originals of this Amendment executed by Requisite Lenders. 4. All fees and expenses owing to Administrative Agent in connection with this Amendment pursuant to Section 6B that have been invoiced to Company at least one Business Day prior to the First Amendment Effective Date shall be paid to Administrative AgentAgent on the First Amendment Effective Date. (h) The Administrative 5. All documents executed or submitted in connection with the transactions contemplated hereby by or on behalf of Parent, Company or any of its Subsidiaries shall be reasonably satisfactory in form and substance to Agents and their counsel. 6. Syndication Agent shall have received copies of an officer’s certificate from each amendment to the First Lien Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect Agreement to this Agreement. (i) The Administrative Agent shall have received (A) evidence reasonably satisfactory to it the effect that the Borrower has entered into commodity Hedging Arrangements in accordance with Section 5.15 issuance of the Credit Agreement, as amended by this Agreement, and (B) an updated Schedule 4.23 setting forth Senior Notes in the information required by Section 4.23 Senior Note Exchange is permitted pursuant to the terms of the Credit Agreement, as amended by this Agreement, as of the Effective Datesuch agreement. (j) The Administrative Agent shall have received such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent or any Lender may reasonably request.

Conditions to Effectiveness. This Agreement The effectiveness of this Amendment and the obligations of the Term B-2 Lenders to make the Term B-2 Loans shall become effective on the Amendment No. 2 Effective Date and enforceable against Date, which shall be the parties hereto upon the occurrence of first Business Day on which the following conditions precedentare satisfied or waived: (ai) the Administrative Agent (or its counsel) shall have received counterparts of this Amendment or Consent that, when taken together, bear the signatures of (A) each Cashless Option Lender and each Post-Closing Option Lender, (B) the Administrative Agent, (C) Holdings, (D) the Borrower and (E) each Subsidiary Loan Party; (ii) The Administrative Agent shall have received multiple original counterparts, as requested by from each Additional Term B-2 Lender an executed counterpart to the Administrative Agent, of this Joinder Agreement, duly and validly executed and delivered by duly authorized officers of the Borrower, the Guarantors, the Administrative Agent, the Issuing Lender and all of the Lenders.; (biii) The Administrative Agent shall have received a Note payable notice of Borrowing for the Additional Term B-2 Loans (whether in writing or by telephone) in accordance with Section 2 hereof; (iv) the Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles or electronic copies (followed promptly by originals) unless otherwise specified: (A) a written opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Loan Parties, in a form and substance reasonably satisfactory to each Lender requesting a Note the Administrative Agent, as to matters substantially similar to those covered in the amount corresponding opinion delivered on the Effective Date and the Amendment No. 1 Effective Date; (B) the Administrative Agent shall have received a certificate of its Commitments after giving effect each Loan Party as of the Amendment No. 2 Effective Date, dated the Amendment No. 2 Effective Date, substantially in the form of Exhibit G to this Agreementthe Credit Agreement or such other form reasonably acceptable to the Administrative Agent with appropriate insertions, duly executed by any Responsible Officer of such Loan Party, and validly executed attaching the documents referred to in clause (C) below; and (C) the Administrative Agent shall have received (i) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and delivered by duly authorized officers authorizing (a) the execution, delivery and performance of the Amendment (including the reaffirmations set forth herein) (and any agreements relating thereto) to which it is a party and (b) in the case of the Borrower., the extensions of credit contemplated hereunder, certified as of the Amendment No. 2 Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment and (ii) a good standing certificate as of a recent date from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation; (cv) The pursuant to Section 2.11(a)(i) of the Credit Agreement, substantially simultaneously with the closing of Amendment No. 2, the Borrower shall have paid to the Administrative Agent for the account of each Term Lender with an Initial Term Loan or an Incremental Term B-1 Loan immediately prior to the conversion of such Term Loans into Term B-2 Loans and, if applicable, the borrowing of the Additional Term B-2 Loans, a fee (athe “Prepayment Premium”) equal to 1.00% of the sum of the aggregate outstanding principal amount of (x) Initial Term Loans and (y) the Incremental Term B-1 Loans, of each Existing Lender immediately prior to the effectiveness hereof; (vi) the fees in the amounts previously agreed in writing by Citigroup Global Markets Inc. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc. (the “Amendment No. 2 Arrangers”) to be received on the Amendment No. 2 Effective Date and all reasonable and documented or invoiced out-of-pocket costs and expenses that have been invoiced (including the reasonable fees, charges and are payable pursuant to Section 9.1 disbursements of the Credit Agreement, and (b) all fees owing pursuant to that certain Engagement Letter dated as of April 26, 2016 among ▇▇▇▇▇▇ Fargo Bank, N.A., ▇▇▇▇▇ Fargo Securities, LLC and Jagged Peak Energy LLC. (d) The Administrative Agent shall have received duly executed Mortgages, or supplements to existing Mortgages, in form and substance reasonably satisfactory to the Administrative Agent encumbering not less than 90% (by PV10) of the Credit Parties’ Proven Reserves and 90% (by PV10) of the Credit Parties’ PDP Reserves, in each case, as described in the most recently delivered Engineering Report. (e) The Administrative Agent shall have received satisfactory title information and be satisfied in its sole discretion with the title to the Oil and Gas Properties included in the Borrowing Base, and that such Oil and Gas Properties constitute (i) at least 80% of the PV10 of the Proven Reserves of the Borrower and its Subsidiaries evaluated in the most recently delivered Independent Engineering Report, and (ii) that the Borrower has good and marketable title to its Oil and Gas Properties, subject to no other liens (other than Permitted Liens). (f) The Administrative Agent shall have received one or more Account Control Agreements duly executed and delivered by the applicable Credit Parties, ▇▇▇▇▇ Fargo Bank, N.A., as the depository bank and the Administrative Agent. (g) The Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP LLP, as outside counsel to the Credit Parties Amendment No. 2 Arrangers, and due diligence expenses) incurred in form and substance reasonably acceptable connection with the transactions contemplated hereby for which invoices have been presented at least one (1) Business Day prior to the Administrative Agent.Amendment No. 2 Effective Date shall, upon the Borrowing of the Term B-2 Loans, have been, or will be substantially simultaneously, paid in full; (hvii) The Administrative Agent the representations and warranties of each Loan Party set forth in the Section 5 of this Amendment shall have received an officer’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, be true and (D) governmental approvals, if any, with respect to this Agreement. (i) The Administrative Agent shall have received (A) evidence reasonably satisfactory to it that the Borrower has entered into commodity Hedging Arrangements correct in accordance with Section 5.15 of the Credit Agreement, as amended by this Agreement, all material respects on and (B) an updated Schedule 4.23 setting forth the information required by Section 4.23 of the Credit Agreement, as amended by this Agreement, as of the Amendment No. 2 Effective Date.Date before and after giving effect to this Amendment No. 2 and the borrowing of the Term B-2 Loans and to the application of proceeds therefrom; provided that, to the extent that such representations and warranties specifically refer to an earlier date or period, they shall be true and correct in all material respects as of such earlier date or period; provided further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the date of such borrowing or on such earlier date, as the case may be (after giving effect to such qualification); and (jviii) The Administrative Agent no Default or Event of Default shall have received such other documents, governmental certificates, agreements, occurred and lien searches as be continuing or would result from the Administrative Agent incurrence of the Term B-2 Loans or any Lender may reasonably requestfrom the application of the proceeds therefrom.

Conditions to Effectiveness. This Agreement Amendment shall become effective upon the date on which each of the following shall have been received or waived by the Administrative Agent in its discretion (except that the Administrative Agent may not waive receipt of clauses (i), (ii), (iii), (iv), (x), (xi) and (xii) of this Section 4), each in form and substance satisfactory to the applicable recipient: (i) the Administrative Agent shall have received this Amendment, executed and delivered by a duly authorized officer of (a) the Borrower and (b) the Required Lenders (including, in any event, each Lender providing a portion of the Extended Facilities), together with all schedules and exhibits hereto and acknowledged by the Administrative Agent; (ii) the Administrative Agent shall have received an acknowledgment and consent (“Acknowledgment and Consent”), substantially in the form of Exhibit B hereto, duly executed and delivered by each Guarantor; (iii) the Administrative Agent shall have received the favorable written opinion or opinions with respect to the Amendment and related Loan Documents executed on the Effective Date and enforceable against the parties hereto upon the occurrence transactions contemplated thereby of the following conditions precedent: (aA) The Administrative Agent shall have received multiple original counterparts, as requested by the Administrative Agent, of this Agreement, duly and validly executed and delivered by duly authorized officers of the Borrower, the Guarantors, the Administrative Agent, the Issuing Lender and all of the Lenders. (b) The Administrative Agent shall have received a Note payable in-house legal counsel to each Lender requesting a Note in the amount of its Commitments after giving effect to this Agreement, duly and validly executed and delivered by duly authorized officers of the Borrower. (c) The Borrower shall have paid (a) all reasonable out-of-pocket costs and expenses that have been invoiced and are payable pursuant to Section 9.1 of the Credit Agreement, and (b) all fees owing pursuant to that certain Engagement Letter dated as of April 26, 2016 among ▇▇▇▇▇ Fargo Bank, N.A., ▇▇▇▇▇ Fargo Securities, LLC and Jagged Peak Energy LLC. (d) The Administrative Agent shall have received duly executed Mortgages, or supplements to existing Mortgages, in form and substance reasonably satisfactory to the Administrative Agent encumbering not less than 90% (by PV10) of the Credit Parties’ Proven Reserves and 90% (by PV10) of the Credit Parties’ PDP Reserves, in each case, as described in the most recently delivered Engineering Report. (e) The Administrative Agent shall have received satisfactory title information and be satisfied in its sole discretion with the title to the Oil and Gas Properties included in the Borrowing Base, and that such Oil and Gas Properties constitute (i) at least 80% of the PV10 of the Proven Reserves of the Borrower and its Subsidiaries evaluated in the most recently delivered Independent Engineering Report(B) Skadden, and (ii) that the Borrower has good and marketable title to its Oil and Gas PropertiesArps, subject to no other liens (other than Permitted Liens). (f) The Administrative Agent shall have received one or more Account Control Agreements duly executed and delivered by the applicable Credit PartiesSlate, ▇▇▇▇▇ Fargo Bank, N.A., as the depository bank and the Administrative Agent. (g) The Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP as outside LLP, special counsel to the Credit Parties Borrower and Guarantors, in form each case dated the Effective Date, addressed to the Administrative Agent and substance the Lenders and reasonably acceptable satisfactory to the Administrative Agent.; (hiv) The the Administrative Agent shall have received an officer’s certificate from resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Borrower and each Credit Party certifying Guarantor certified by its secretary or assistant secretary as of the Effective Date, approving this Amendment, adopting the Loan Documents to be executed by such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to this Agreement.authorizing the execution and delivery thereof; (iv) The the Administrative Agent shall have received (A) evidence reasonably satisfactory to it that specimen signatures of officers or other appropriate representatives executing the Loan Documents on behalf of the Borrower has entered into commodity Hedging Arrangements in accordance with Section 5.15 and each Guarantor, certified by the secretary or assistant secretary of the Credit Agreement, as amended by this Agreement, and (B) an updated Schedule 4.23 setting forth the information required by Section 4.23 of the Credit Agreement, as amended by this Agreement, as of the Effective Date.such Borrower or Guarantor; (jvi) The the Administrative Agent shall have received such other documents, governmental certificates, agreements, any changes to the Organizational Documents of the Borrower and lien searches as each Guarantor since the First Amendment Effective Date or since last provided to the Administrative Agent prior to the Effective Date, certified as true and correct by its secretary or assistant secretary; (vii) the Administrative Agent shall have received any changes to the Operating Documents of the Borrower and each Guarantor since the First Amendment Effective Date or since last provided to the Administrative Agent prior to the Effective Date, certified as of the Effective Date as true and correct by its secretary or assistant secretary; (viii) the Administrative Agent shall have received certificates issued as of a recent date by the Secretaries of State of the respective jurisdictions of formation of the Borrower and each Guarantor as to the due existence and good standing of such Person; (ix) the Administrative Agent shall have received a Borrowing Notice in respect of the Extended Term Loans in each case requested to be made on the Effective Date in accordance with the Credit Agreement (after giving effect to this Amendment); (x) the Borrower shall have purchased, defeased, discharged or redeemed at least 80% of the aggregate principal amount outstanding of the Year 2006 Senior Notes using cash on hand (not resulting from borrowings under the Credit Agreement) or proceeds from the Year 2010 Senior Notes; (xi) the Borrower shall have repaid the Term Loans under the Credit Agreement to the extent contemplated by the “Lender Commitments” section of the Term Sheet provided to the Lenders in connection with this Amendment, using cash on hand (not resulting from borrowings under the Credit Agreement) or proceeds from the Year 2010 Senior Notes; and (xii) the Administrative Agent shall have received evidence that all fees payable by the Borrower on or before the Effective Date to the Administrative Agent, JPMorgan and the Lenders (or their affiliates) in connection with this Amendment, have been paid in full, including the fees and expenses of counsel to the Administrative Agent to the extent invoiced at least one (1) Business Day prior to or on the Effective Date (which may reasonably requestinclude amounts constituting reasonable estimates of such fees and expenses incurred or to be incurred in connection with the transaction; provided that no such estimate shall thereafter preclude the final settling of accounts as to such fees and expenses) in each case to the extent agreed upon in the Engagement Letter, dated March 31, 2010, among the Administrative Agent, JPMorgan and the Borrower (the “Engagement Letter”).

Conditions to Effectiveness. This Agreement Amendment No. 5 shall become effective on as of the date (the “Amendment No. 5 Effective Date Date”) when, and enforceable against the parties hereto upon the occurrence of only when, the following conditions precedenthave been satisfied: (ai) The this Amendment No. 5 shall have been executed and delivered by the Borrower, Holdings, the other Loan Parties, the Required Lenders and the Administrative Agent; (ii) (x) the Administrative Agent, the Borrower and the Additional Series D Tranche B Term Lender (as defined in Exhibit A) shall have entered into the Additional Series D Tranche B Term Joinder Agreement and (y) the Administrative Agent, the Borrower and the Additional Series E Tranche B Term Lender (as defined in Exhibit A) shall have entered into the Additional Series E Tranche B Term Joinder Agreement; (iii) the Administrative Agent shall have received multiple original counterpartscopies of the resolutions of the board of directors (or authorized committee thereof) of (x) Holdings, (y) the Borrower and (z) each Subsidiary Loan Party approving and authorizing the execution, delivery and performance of this Amendment No. 5, certified as requested of the Amendment No. 5 Effective Date by the Administrative Agent, of this Agreement, duly corporate secretary or an assistant secretary thereof as being in full force and validly executed and delivered by duly authorized officers of the Borrower, the Guarantors, the Administrative Agent, the Issuing Lender and all of the Lenders.effect without modification or amendment; (biv) The the Administrative Agent shall have received a Note payable legal opinion dated the Amendment No. 5 Effective Date from Dechert LLP in form and substance reasonably satisfactory to the Arrangers and the Administrative Agent; (v) the representations and warranties set forth in Article III of the Credit Agreement and in each Lender requesting other Loan Document shall be true and correct in all material respects (except to the extent any such representation or warranty is qualified by “materially,” “Material Adverse Effect” or a Note similar term, in which case such representation and warranty shall be true and correct in all respects) on and as of the amount of its Commitments date hereof (both before and after giving effect to this Agreement, duly the effectiveness of Amendment No. 5) with the same effect as though made on and validly executed and delivered by duly authorized officers as of the Borrower.date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (provided that the sol vency representation will be deemed to have been made on the Amendment No. 5 Effective Date after giving effect to the effectiveness of Amendment No. 5); (cvi) The Borrower to the extent not previously delivered, each Additional Series D Tranche B Term Lender, each Additional Series E Tranche B Term Lender and the Administrative Agent shall have paid received at least 3 business days prior to the date hereof all documentation and other information about the Borrower and the Subsidiary Loan Parties required under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act that has been requested in writing at least 5 business days prior to the date hereof; (avii) the Administrative Agent shall have received a Borrowing Request in respect of (x) the Series D Tranche B Term Loans and (y) the Series E Tranche B Term Loans, in each case as required by Section 2.03 of the Credit Agreement; (viii) immediately prior to and after giving effect to the effectiveness of Amendment No. 5, no Default has occurred or is continuing or shall result from the effectiveness of Amendment No. 5; (ix) the Administrative Agent shall have received payment of all reasonable fees and out-of-pocket costs expenses required to be paid or reimbursed by Borrower as separately agreed by Borrower and expenses that have been invoiced and are payable pursuant to Section 9.1 of the Credit Agreement, and (b) all fees owing pursuant to that certain Engagement Letter dated as of April 26, 2016 among ▇.▇. ▇▇▇▇▇▇ Fargo BankSecurities LLC (“▇.▇. ▇▇▇▇▇▇”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ Lending Partners LLC (“Goldman”), N.A.▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“ML”), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc. (“MS”), ▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇”) and Jagged Peak Energy LLCRBC Capital Markets, LLC (“RBC” and together with ▇. (d) The Administrative Agent shall have received duly executed Mortgages, or supplements to existing Mortgages, in form and substance reasonably satisfactory to the Administrative Agent encumbering not less than 90% (by PV10) of the Credit Parties’ Proven Reserves and 90% (by PV10) of the Credit Parties’ PDP Reserves, in each case, as described in the most recently delivered Engineering Report. (e) The Administrative Agent shall have received satisfactory title information and be satisfied in its sole discretion with the title to the Oil and Gas Properties included in the Borrowing Base, and that such Oil and Gas Properties constitute (i) at least 80% of the PV10 of the Proven Reserves of the Borrower and its Subsidiaries evaluated in the most recently delivered Independent Engineering Report, and (ii) that the Borrower has good and marketable title to its Oil and Gas Properties, subject to no other liens (other than Permitted Liens). (f) The Administrative Agent shall have received one or more Account Control Agreements duly executed and delivered by the applicable Credit Parties▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇, MS and ▇▇▇▇▇, collectively, the “Arrangers”), and reimbursement or payment of all reasonable out-of-pocket expenses (including the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ Fargo Bank, N.A., as the depository bank and the Administrative Agent. (g) The Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP as outside counsel LLP) required to be reimbursed or paid by any Loan Party hereunder or under any other Loan Document, in each case to the extent such out-of-pocket expenses have been invoiced; and (x) to the extent not previously delivered, (i) the Administrative Agent shall have received a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance, if applicable, duly executed by the Borrower and each Loan Party relating thereto) and (ii) the Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.07 of the Credit Parties Agreement including, without limitation, flood insurance policies (to the extent required in order to comply with applicable law) and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a “standard” or “New York” lender’s loss payable or mortgagee endorsement (as applicable) and shall name the Collateral Agent, on behalf of the Secured Parties, as additional insured, in form and substance reasonably acceptable satisfactory to the Administrative Agent. (h) The Administrative Agent shall have received an officer’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to this Agreement. (i) The Administrative Agent shall have received (A) evidence reasonably satisfactory to it that the Borrower has entered into commodity Hedging Arrangements in accordance with Section 5.15 of the Credit Agreement, as amended by this Agreement, and (B) an updated Schedule 4.23 setting forth the information required by Section 4.23 of the Credit Agreement, as amended by this Agreement, as of the Effective Date. (j) The Administrative Agent shall have received such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent or any Lender may reasonably request.;

Conditions to Effectiveness. This Agreement shall become effective on the Effective Date and enforceable against the parties hereto upon the occurrence of the following conditions precedent: (a) The Administrative Agent shall have received multiple original counterparts, as requested by the Administrative Agent, of this Agreement, duly and validly executed and delivered by duly authorized officers of the Borrower, the Guarantors, the Administrative Agent, the Issuing Lender and all of the Lenders. (b) The Administrative Agent shall have received a Note payable to each Lender requesting a Note in the amount of its Commitments after giving effect to this Agreement, duly and validly executed and delivered by duly authorized officers of the Borrower. (c) The Borrower shall have paid (a) all reasonable out-of-pocket costs and expenses that have been invoiced and are payable pursuant to Section 9.1 of the Credit Agreement, and and (b) all fees owing pursuant if any Lender’s share of the allocated Borrowing Base in effect on the Effective Date after giving effect to that certain Engagement Letter dated as the increase set forth in Section 4 above and the reallocation set forth in Section 2 above (such Lender’s “New Allocation”) shall be greater than such Lender’s share of April 26the allocated Borrowing Base in effect immediately prior to the increase set forth in Section 4 above and the reallocation set forth in Section 2 above (such Lender’s “Existing Allocation”), 2016 among ▇▇▇▇▇ Fargo Bankthe Borrower shall pay to the Administrative Agent, N.A.for the account of such Lender, ▇▇▇▇▇ Fargo Securities, LLC a fee equal to 0.45% of the difference between (i) such Lender’s New Allocation and Jagged Peak Energy LLC(ii) such Lender’s Existing Allocation. (d) The Administrative Agent shall have received duly executed Mortgages, or supplements to existing Mortgages, in form and substance reasonably satisfactory to the Administrative Agent encumbering not less than 90% (by PV10) of the Credit Parties’ Proven Reserves and 90% (by PV10) of the Credit Parties’ PDP Reserves, in each case, as described in the most recently delivered Engineering Report. (e) The Administrative Agent shall have received satisfactory title information and be satisfied in its sole discretion with the title to the Oil and Gas Properties included in the Borrowing Base, and that such Oil and Gas Properties constitute (i) at least 80% of the PV10 of the Proven Reserves of the Borrower and its Subsidiaries evaluated in the most recently delivered Independent Engineering Report, and (ii) that the Borrower has good and marketable title to its Oil and Gas Properties, subject to no other liens (other than Permitted Liens). (f) The Administrative Agent shall have received one or more Account Control Agreements duly executed and delivered by the applicable Credit Parties, ▇▇▇▇▇ Fargo Bank, N.A., as the depository bank and the Administrative Agent. (g) The Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP as outside counsel to the Credit Parties in form and substance reasonably acceptable to the Administrative Agent. (h) The Administrative Agent shall have received an officer’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to this Agreement. (i) The Administrative Agent shall have received (A) evidence reasonably satisfactory to it that the Borrower has entered into commodity Hedging Arrangements in accordance with Section 5.15 of the Credit Agreement, as amended by this Agreement, and (B) an updated Schedule 4.23 setting forth the information required by Section 4.23 of the Credit Agreement, as amended by this Agreement, as of the Effective Date. (j) The Administrative Agent shall have received such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent or any Lender may reasonably request.

Conditions to Effectiveness. This Upon the satisfaction of each of the following conditions, this Agreement shall become be deemed to be effective on as of the Effective Date date hereof (other than the amendments in Sections 3(c) and enforceable against the parties hereto 3(d) of this Agreement, which upon the occurrence satisfaction of each of the following conditions precedent:shall be deemed effective as of January 30, 2009): (a) The the Administrative Agent shall have received multiple original counterparts, as requested counterparts of this Agreement executed by (i) either the Administrative AgentAgent (on behalf of itself and each of the Consenting Lenders by virtue of each Consenting Lender’s execution of a Lender Authorization) or the requisite Consenting Lenders (by virtue of each Consenting Lender’s execution of a Lender Authorization), of this Agreement, duly and validly executed and delivered by duly authorized officers of (ii) the Borrower, (iii) the Guarantors, the Administrative Agent, the Issuing Lender Parent and all (iv) each of the Lenders.Grantors; (b) The the Administrative Agent shall have received a Note payable to each executed Lender requesting a Note in Authorizations from the amount of its Commitments after giving effect to this Agreement, duly and validly executed and delivered by duly authorized officers of the Borrower.requisite Consenting Lenders; (c) The Borrower the Administrative Agent shall have paid (a) been reimbursed for all reasonable fees and out-of-pocket costs charges and other expenses that have been invoiced and are payable pursuant to Section 9.1 of the Credit incurred in connection with this Agreement, and including, without limitation, the reasonable fees and disbursements of (bi) all fees owing pursuant to that certain Engagement Letter dated as of April 26counsel for the Administrative Agent and (ii) Capstone Advisory Group, 2016 among ▇▇▇▇▇ Fargo Bank, N.A., ▇▇▇▇▇ Fargo Securities, LLC and Jagged Peak Energy LLC.; (d) The the Administrative Agent shall have received an effective corresponding amendment to the Canadian Credit Agreement, in form and substance substantially consistent with this Agreement (with such changes as are applicable only to the Canadian Credit Agreement), duly executed Mortgagesby the Canadian Administrative Agent, the Canadian Borrower, the Parent, each Canadian Guarantor and the requisite Consenting Lenders (whether directly or supplements through a lender authorization) which such amendment shall provide (i) for the incurrence of the EDC Loans and (ii) that the Fairfax Liquidity will be an “Additional Credit Loan” (as defined in the Canadian Credit Agreement), in each case on terms and conditions satisfactory to existing Mortgagesthe Administrative Agent (such corresponding amendment, the “Canadian Amendment”); (e) concurrently with the effectiveness of this Agreement, the Canadian Borrower shall have received no less than $18,000,000 of cash proceeds (less all legal, underwriting and other fees and expenses incurred in connection therewith) from the issuance of the EDC Loans; (f) the Administrative Agent shall have received an updated rolling 13-week forecast of cash receipts and disbursements of the Borrower and its Consolidated Subsidiaries for the 13-consecutive week period beginning on the date of delivery of such forecast, which forecast shall be in form and substance reasonably satisfactory to the Administrative Agent encumbering not less than 90% (by PV10) of and the Credit Parties’ Proven Reserves and 90% (by PV10) of the Credit Parties’ PDP Reserves, in each case, as described in the most recently delivered Engineering Report. (e) The Canadian Administrative Agent and shall have received satisfactory title information and be satisfied in its sole discretion with calculated on a pro forma basis giving effect to (i) the title Fairfax Liquidity, (ii) the amendments to the Oil and Gas Properties included in calculations of the Borrowing Base, the Canadian Borrowing Base, the Overadvance Amount and that such Oil the Canadian Overadvance Amount set forth in this Agreement or the Canadian Amendment, as applicable and Gas Properties constitute (iiii) at least 80% the issuance of the PV10 of the Proven Reserves of the Borrower and its Subsidiaries evaluated in the most recently delivered Independent Engineering Report, and (ii) that the Borrower has good and marketable title to its Oil and Gas Properties, subject to no other liens (other than Permitted Liens). (f) The Administrative Agent shall have received one or more Account Control Agreements duly executed and delivered by the applicable Credit Parties, ▇▇▇▇▇ Fargo Bank, N.A., as the depository bank and the Administrative Agent.EDC Loans; and (g) The Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP as outside counsel to the Credit Parties in form and substance reasonably acceptable to the Administrative Agent. (h) The Administrative Agent shall have received an officer’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to this Agreement. (i) The Administrative Agent shall have received (A) evidence reasonably satisfactory to it that the Borrower has entered into commodity Hedging Arrangements in accordance with Section 5.15 of the Credit Agreement, as amended by this Agreement, and (B) an updated Schedule 4.23 setting forth the information required by Section 4.23 of the Credit Agreement, as amended by this Agreement, as of the Effective Date. (j) The Administrative Agent shall have received such other documentsinstruments, governmental certificates, agreements, documents and lien searches certificates as the Administrative Agent or any Lender may shall reasonably requestrequest in connection with the execution of this Agreement.

Conditions to Effectiveness. This Agreement Section 1.01 of this Amendment shall become effective on October 31, 2013 (the “Incremental Amendment Effective Date and enforceable against the parties hereto upon the occurrence of the following conditions precedentDate”) when: (a) The this Amendment shall have been executed and delivered by the Borrowers, the Loan Parties, each Incremental Term Lender party hereto and the Administrative Agent; (b) the Administrative Agent shall have received multiple original counterpartscopies of bring down personal property Lien, tax and judgment Lien searches received by the Company prior to the Incremental Amendment Effective Date, which shall not reveal the existence of any Liens on or security interest in Collateral of the Mortgaged Vessel Guarantors or any pledgor of Pledged Equity Interests other than (i) Permitted Liens or (ii) Liens as requested to which the Administrative Agent has received evidence satisfactory to it that the obligations secured by such Liens have been fully and finally discharged on or prior to the Incremental Amendment Effective Date; (c) the Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Incremental Amendment Effective Date, in form and substance reasonably acceptable to the Administrative Agent, with appropriate insertions and attachments, including certified organizational authorizations, incumbency certifications, the certificate of this Agreement, duly and validly executed and delivered incorporation or other similar Organizational Document of each Loan Party certified by duly authorized officers the relevant authority of the Borrower, jurisdiction of organization of such Loan Party and bylaws or other similar Organizational Document of each Loan Party certified by a Responsible Officer as being in full force and effect on the Guarantors, Incremental Amendment Effective Date and (ii) a good standing certificate (in respect of each jurisdiction where the Administrative Agent, the Issuing Lender and all “good standing” concept exists) for each Loan Party from its jurisdiction of the Lenders.organization; (bd) The the Administrative Agent shall have received a Note payable to each Lender requesting Solvency Certificate, dated the Incremental Amendment Effective Date, which demonstrates that the Company and the Restricted Subsidiaries, on a Note in the amount of its Commitments consolidated basis, are and, after giving effect to this AgreementAmendment and the other transactions contemplated hereby, duly will be and validly executed and delivered by duly authorized officers of the Borrower.will continue to be, Solvent; (ce) The Borrower the Administrative Agent and the Arrangers shall have received all fees required to be paid on or prior to the Incremental Amendment Effective Date, and all expenses required to be paid on the Incremental Amendment Effective Date for which reasonably detailed invoices have been presented (a) all including the reasonable out-of-pocket costs fees and expenses that have been invoiced of legal counsel to the Administrative Agent and are payable pursuant the Arrangers) to Section 9.1 of the Credit Agreement, andCompany at least one (1) Business Day prior to Incremental Amendment Effective Date; (bf) all fees owing pursuant to that certain Engagement Letter dated as the Administrative Agent shall have received the executed legal opinion of April 26(i) Fried, 2016 among Frank, Harris, ▇▇▇▇▇▇▇ Fargo Bank, N.A., & ▇▇▇▇▇ Fargo Securities, LLC and Jagged Peak Energy LLC. (d) The Administrative Agent shall have received duly executed Mortgages, or supplements to existing Mortgages, in form and substance reasonably satisfactory to the Administrative Agent encumbering not less than 90% (by PV10) of the Credit Parties’ Proven Reserves and 90% (by PV10) of the Credit Parties’ PDP Reserves, in each case, as described in the most recently delivered Engineering Report. (e) The Administrative Agent shall have received satisfactory title information and be satisfied in its sole discretion with the title to the Oil and Gas Properties included in the Borrowing Base, and that such Oil and Gas Properties constitute (i) at least 80% of the PV10 of the Proven Reserves of the Borrower and its Subsidiaries evaluated in the most recently delivered Independent Engineering Report, and (ii) that the Borrower has good and marketable title to its Oil and Gas Properties, subject to no other liens (other than Permitted Liens). (f) The Administrative Agent shall have received one or more Account Control Agreements duly executed and delivered by the applicable Credit Parties, ▇▇▇▇▇ Fargo Bank, N.A.LLP, as special counsel to the depository bank and the Administrative Agent. Loan Parties, (gii) The Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP as outside P.C., ▇▇▇▇▇▇▇▇ Islands and Liberia counsel to for the Credit Loan Parties, (iii) ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇ & Associates, Republic of Malta counsel for the Loan Parties and (iv) Vives y Asociados, Republic of Panama counsel for the Loan Parties, each of which shall be in form and substance reasonably acceptable satisfactory to the Administrative Agent.; (g) the Administrative Agent shall have received a certificate of a Responsible Officer of the Company, dated the Incremental Amendment Effective Date, which certifies that (i) the conditions of making any extension of credit under Section 4.2 of the Credit Agreement are satisfied as of the Incremental Amendment Effective Date, (ii) the representations and warranties in Section 2.01 of this Amendment shall be true and correct in all material respects as of the date hereof and (iii) the conditions of making an Incremental Term Loan set forth in Section 2.19(a) of the Credit Agreement are satisfied as of the Incremental Amendment Effective Date; and (h) The the Administrative Agent shall have received an officer’s certificate from amendment to each Credit Party certifying such Person’s (A) officers’ incumbencyexisting Ship Mortgage existing prior to the Incremental Amendment Effective Date relating to the Existing Vessels, (B) authorizing resolutionsM/V Navios Joy and M/V Navios Harmony in form and substance reasonably satisfactory to the Administrative Agent, (C) organizational documents, reflecting this Amendment and (D) governmental approvals, if anythe transactions contemplated hereunder; provided that, with respect to clauses (f) and (h) of this Agreement. Section 1.02, if such items cannot be delivered on the Incremental Amendment Effective Date after the Borrowers’ use of commercially reasonable efforts to do so, then the provision of such items shall not constitute a condition to the effectiveness of this Amendment but instead shall be required to be delivered within thirty (i30) The days (or such longer period as agreed to by the Administrative Agent shall have received (Ain its sole discretion) evidence reasonably satisfactory to it that the Borrower has entered into commodity Hedging Arrangements in accordance with Section 5.15 of the Credit Agreement, as amended by this Agreement, and (B) an updated Schedule 4.23 setting forth the information required by Section 4.23 of the Credit Agreement, as amended by this Agreement, as of the Incremental Amendment Effective Date. (j) The Administrative Agent shall have received such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent or any Lender may reasonably request.

Conditions to Effectiveness. This Agreement shall become effective on Upon the Effective Date and enforceable against the parties hereto upon the occurrence satisfaction of each of the following conditions precedentconditions, this Agreement shall be deemed to be effective as of the date hereof: (a) The the Administrative Agent shall have received multiple original counterparts, as requested counterparts of this Agreement executed by the Administrative AgentAgent (on behalf of itself and each of the Consenting Lenders by virtue of each Consenting Lender's execution of a Lender Authorization), of this Agreement, duly and validly executed and delivered by duly authorized officers of the Borrower, the Guarantors, the Administrative Agent, the Issuing Lender Parent and all each of the Lenders.Grantors; (b) The the Administrative Agent shall have received a Note payable to each executed Lender requesting a Note in Authorizations from the amount of its Commitments after giving effect to this Agreement, duly and validly executed and delivered by duly authorized officers of the Borrower.requisite Consenting Lenders; (c) The Borrower the Administrative Agent shall have paid been reimbursed for all fees (aincluding, without limitation, the fees set forth in that certain letter agreement dated as of October 31, 2008 (as amended, restated, supplemented or otherwise modified) all reasonable between Wachovia Capital Markets, LLC and the Borrower) and out-of-pocket costs charges and other expenses that have been invoiced and are payable pursuant to Section 9.1 of the Credit incurred in connection with this Agreement, and (b) all including, without limitation, the reasonable fees owing pursuant to that certain Engagement Letter dated as and disbursements of April 26, 2016 among ▇▇▇▇▇ Fargo Bank, N.A., ▇▇▇▇▇ Fargo Securities, LLC and Jagged Peak Energy LLC.counsel for the Administrative Agent; (d) The the Administrative Agent shall have received duly executed Mortgages, or supplements an effective corresponding amendment to existing Mortgagesthe Canadian Credit Agreement, in form and substance reasonably satisfactory substantially consistent with this Agreement (with such changes as are applicable only to the Canadian Credit Agreement), duly executed by the Canadian Administrative Agent encumbering not less than 90% Agent, the Canadian Borrower, the Parent, each Canadian Guarantor and the requisite Consenting Lenders (by PV10) of the Credit Parties’ Proven Reserves and 90% (by PV10) of the Credit Parties’ PDP Reserves, in each case, as described in the most recently delivered Engineering Report.whether directly or through a lender authorization); (e) The the Administrative Agent shall have received evidence in form and substance satisfactory title information and be satisfied in its sole discretion with thereto that Consolidated EBITDA for the title to the Oil and Gas Properties included in the Borrowing Basefiscal quarter ended September 30, and that such Oil and Gas Properties constitute (i) at least 80% of the PV10 of the Proven Reserves of the Borrower and its Subsidiaries evaluated in the most recently delivered Independent Engineering Report, and (ii) that the Borrower has good and marketable title to its Oil and Gas Properties, subject to no other liens (other 2008 is not less than Permitted Liens).$78,500,000; (f) The the Borrower shall have paid to the Administrative Agent shall have received one (or more Account Control Agreements duly executed and delivered by its applicable affiliates), for the applicable Credit Parties, ▇▇▇▇▇ Fargo Bank, N.A., as account of each Consenting Lender (including the depository bank Administrative Agent and the Canadian Administrative Agent.) that executes and delivers this Agreement or a Lender Authorization to the Administrative Agent (or its counsel) on or prior to 5:00 p.m. (Eastern Time) on November 13, 2008, an amendment fee in an amount equal to (a) 50 basis points times the principal amount of such Consenting Lender's Commitment plus (b) 50 basis points times the principal amount of such Consenting Lender's "Commitment" (as defined in the Canadian Credit Agreement); (g) The the Administrative Agent and the Lenders shall have received been repaid in full all commitment fees due thereto under the Credit Agreement that have accrued on and prior to the date of this Agreement with respect to that portion of the Commitment terminated as of the date hereof; (h) the Borrower shall have made a legal opinion repayment of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP principal sufficient to permanently reduce the aggregate outstanding Revolving Credit Loans, Swingline Loans and L/C Obligations, as outside counsel applicable, to the Commitment as reduced as of the date of this Agreement and shall otherwise have complied with the requirements of the Credit Agreement with respect to reduction of the Commitment; (i) the Borrower shall have used its commercially reasonable efforts to deliver endorsements with respect to the Credit Parties Insurance Policy in form and substance reasonably acceptable to the Administrative Agent.Agent and the Canadian Administrative Agent reflecting their respective interests as additional insured and loss payee, as their respective interests may appear; (hj) The the Administrative Agent shall have received an officer’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbencya bring-down field exam dated as of September 30, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, 2008 with respect to the Collateral in form and substance satisfactory to the Administrative Agent (it being hereby agreed and acknowledged that receipt of the Borrowing Base Certificate pursuant to clause (k) below shall be deemed to satisfy the requirement set forth in this Agreement.clause (j)); (ik) The the Administrative Agent shall have received (A) evidence reasonably a Borrowing Base Certificate, in form and substance satisfactory to it that the Administrative Agent dated as of September 30, 2008, duly certified by a Responsible Officer of the Original Borrower; (l) the Administrative Agent shall have received documentation, in form and substance satisfactory to the Administrative Agent and the Canadian Administrative Agent, evidencing, amongst other things, an increase in the credit limit (on terms and conditions satisfactory to the Administrative Agent and the Canadian Administrative Agent) with respect to the Borrower has entered into commodity Hedging Arrangements in accordance and its Subsidiaries' existing foreign accounts receivable credit insurance policy number GE 1 16357 with Section 5.15 of Export Development Canada (the "Closing Date Credit Agreement, as amended by this Agreement, and (B) an updated Schedule 4.23 setting forth the information required by Section 4.23 of the Credit Agreement, as amended by this Agreement, as of the Effective Date.Insurance Policy"); and (jm) The the Administrative Agent shall have received such other documentsinstruments (including, governmental certificateswithout limitation, agreementsamended and restated Revolving Credit Notes (if requested by the Lenders) reflecting the reduction in the Commitment), documents and lien searches certificates as the Administrative Agent or any Lender may shall reasonably requestrequest in connection with the execution of this Agreement.

Conditions to Effectiveness. This Agreement Amendment shall become effective on as of the Effective Date and enforceable against the parties hereto upon the occurrence of date hereof only when the following conditions precedent:shall have been satisfied and notice thereof shall have been given by the Agent to the Parent Guarantor, the Company and each Lender (the date of satisfaction of such conditions and the giving of such notice being referred to herein as the "Thirteenth Amendment Effective ------------------------------- Date"). ------ (a) A. The Administrative Agent shall have received multiple original counterpartsfor each Lender (1) counterparts hereof duly executed on behalf of the Parent Guarantor, as requested the Company, the Agent and the Required Lenders (or notice of the approval of this Amendment by the Administrative Agent, of this Agreement, duly and validly executed and delivered by duly authorized officers of Required Lenders satisfactory to the Borrower, the Guarantors, the Administrative Agent, the Issuing Lender and all of the Lenders. (b) The Administrative Agent shall have been received by the Agent), (2) counterparts of the Fourth Amendment to Company Security Agreement, dated as of July 20, 1998, between the Company and the Agent (the "Company Security Amendment") duly executed on behalf -------------------------- of the Company and the Agent, and (3) a Note payable to each Lender requesting letter regarding the payment of a Note fee in the amount of $406,250 upon the closing of the purchase by the Company or any of its Commitments after giving effect to this AgreementSubsidiaries of the capital stock or assets of CAVSA or any of its Subsidiaries, duly executed on behalf of the Company, the Agent and validly executed the Required Lenders. B. The Agent shall have received: (1) Resolutions of the Board of Directors or of the Executive Committee of the Board of Directors of the Company and delivered the Parent Guarantor approving and authorizing the execution, delivery and performance of this Amendment, and, in the case of the Company, the Company Security Amendment, certified by duly authorized their respective corporate secretaries or assistant secretaries as being in full force and effect without modification or amendment as of the date of execution hereof by the Company or the Parent Guarantor, as the case may be; (2) A signature and incumbency certificate of the officers of the Borrower.Company and the Parent Guarantor executing this Amendment and, in the case of the Company, the Company Security Amendment; (c3) The Borrower shall have paid (a) all reasonable out-of-pocket costs For each Lender an opinion, addressed to the Agent and expenses that have been invoiced and are payable pursuant to Section 9.1 of the Credit Agreementeach Lender, and (b) all fees owing pursuant to that certain Engagement Letter dated as of April 26from Kramer, 2016 among ▇▇▇▇▇ Fargo BankLevin, N.A., ▇▇▇▇▇ Fargo Securities, LLC and Jagged Peak Energy LLC. (d) The Administrative Agent shall have received duly executed Mortgages, or supplements to existing MortgagesNaftalis & Frankel, in form and substance reasonably satisfactory to the Administrative Agent encumbering not less than 90% (by PV10) of the Credit Parties’ Proven Reserves and 90% (by PV10) of the Credit Parties’ PDP Reserves, in each case, as described in the most recently delivered Engineering Report. (e) The Administrative Agent shall have received satisfactory title information and be satisfied in its sole discretion with the title to the Oil and Gas Properties included in the Borrowing Base, and that such Oil and Gas Properties constitute (i) at least 80% of the PV10 of the Proven Reserves of the Borrower and its Subsidiaries evaluated in the most recently delivered Independent Engineering Report, and (ii) that the Borrower has good and marketable title to its Oil and Gas Properties, subject to no other liens (other than Permitted Liens). (f) The Administrative Agent shall have received one or more Account Control Agreements duly executed and delivered by the applicable Credit Parties, ▇satisfac▇▇▇▇ Fargo Bank▇▇ the Agent; (4) Such other information, N.A.approvals, opinions, documents, or instruments as the depository bank and the Administrative Agent.Agent may reasonably request; and (g5) The Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP as outside counsel to For the Credit Parties in form and substance reasonably acceptable to the Administrative Agent. (h) The Administrative Agent shall have received an officer’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to this Agreement. (i) The Administrative Agent shall have received (A) evidence reasonably satisfactory to it that the Borrower has entered into commodity Hedging Arrangements in accordance with Section 5.15 pro rata benefit of the Credit AgreementLenders, as amended by this Agreementa fee in the amount of $406,250 and, and (B) an updated Schedule 4.23 setting forth for the information required by Section 4.23 benefit of the Credit AgreementAgent, as amended by this Agreement, the fee set forth in that certain letter dated as of the Effective Datedate hereof between the Agent and the Company. (j) The Administrative Agent shall have received such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent or any Lender may reasonably request.

Conditions to Effectiveness. This Agreement shall become effective on Upon the Effective Date and enforceable against the parties hereto upon the occurrence satisfaction of each of the following conditions precedentconditions, this Agreement shall be deemed to be effective as of the date hereof: (a) The the Administrative Agent shall have received multiple original counterparts, as requested counterparts of this Agreement executed by the Administrative AgentAgent (on behalf of itself and each of the Consenting Lenders by virtue of each Consenting Lender’s execution of a Lender Authorization), of this Agreement, duly and validly executed and delivered by duly authorized officers of the Borrower, the Guarantors, Parent and the Administrative Agent, the Issuing Lender and all of the Lenders.Subsidiary Grantors; (b) The the Administrative Agent shall have received a Note payable to each executed Lender requesting a Note in Authorizations from the amount of its Commitments after giving effect to this Agreement, duly and validly executed and delivered by duly authorized officers of the Borrower.requisite Consenting Lenders; (c) The Borrower the Administrative Agent shall have paid been reimbursed for all fees (aincluding, without limitation, the fees set forth in that certain letter agreement dated as of March 18, 2008 (as amended, restated, supplemented or otherwise modified) all reasonable between Wachovia Capital Markets, LLC and the Borrower) and out-of-pocket costs charges and other expenses that have been invoiced and are payable pursuant to Section 9.1 of the Credit incurred in connection with this Agreement, and (b) all including, without limitation, the reasonable fees owing pursuant to that certain Engagement Letter dated as and disbursements of April 26, 2016 among ▇▇▇▇▇ Fargo Bank, N.A., ▇▇▇▇▇ Fargo Securities, LLC and Jagged Peak Energy LLC.counsel for the Administrative Agent; (d) The the Administrative Agent and the Canadian Administrative Agent shall have received duly executed Mortgages(i) Schedule 1.1(c) to the Credit Agreement and (ii) Schedule 1.l(c) to the Canadian Credit Agreement, or supplements to existing Mortgagesin each case, in form and substance reasonably satisfactory to the Administrative Agent encumbering not less than 90% (by PV10) of and the Credit Parties’ Proven Reserves and 90% (by PV10) of the Credit Parties’ PDP Reserves, in each case, as described in the most recently delivered Engineering Report.Canadian Administrative Agent; (e) The Administrative Agent shall have received satisfactory title information and be satisfied in its sole discretion with the title to the Oil and Gas Properties included in the Borrowing Base, and that such Oil and Gas Properties constitute (i) at least 80% of the PV10 of the Proven Reserves of the Borrower and its Subsidiaries evaluated in the most recently delivered Independent Engineering Report, and (ii) that the Borrower has good and marketable title to its Oil and Gas Properties, subject to no other liens (other than Permitted Liens). (f) The Administrative Agent shall have received one or more Account Control Agreements duly executed and delivered by the applicable Credit Parties, ▇▇▇▇▇ Fargo Bank, N.A., as the depository bank and the Administrative Agent. (g) The Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP as outside counsel corresponding amendment to the Canadian Credit Parties Agreement, in form and substance reasonably acceptable substantially consistent with this Agreement (with such changes as are applicable only to the Canadian Credit Agreement), duly executed by the Canadian Administrative Agent, the Canadian Borrower, the Parent, each Canadian Guarantor and the requisite Consenting Lenders (whether directly or through a lender authorization); (f) the Borrower shall have paid to the Administrative Agent (or its applicable affiliates), for the account of each Consenting Lender (including the Administrative Agent and the Canadian Administrative Agent.) that executes and delivers this Agreement or a Lender Authorization to the Administrative Agent (or its counsel) on or prior to 12:00 noon (Eastern Time) on March 27, 2008, an amendment fee in an amount equal to (a) 15 basis points times the principal amount of such Consenting Lender’s Commitment plus (b) 15 basis points times the principal amount of such Consenting Lender’s “Commitment” (as defined in the Canadian Credit Agreement); (hg) The the Administrative Agent shall have received an officer’s certificate from a duly executed counterpart of the Parent Guaranty Agreement and each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documentsother document required to be delivered in connection therewith pursuant to, and (Din accordance with, Section 8.10(e)(i) governmental approvals, if any, with respect to this of the Credit Agreement.; (ih) The the Administrative Agent shall have received favorable opinions of counsel to the Parent addressed to the Administrative Agent and the Lenders with respect to the Parent, this Agreement and the other Loan Documents to which the Parent is a party and such other matters as the Lenders shall request (Awhich such opinions shall expressly permit reliance by successors and assigns of the Administrative Agent or any Lender); (i) evidence reasonably the Administrative Agent shall have received a copy of the fully executed Purchase Agreement dated March 24, 2008 by and between the Parent and Fairfax Financial Holdings Limited (including the exhibits and schedules thereto) and each other material document, instrument, certificate and agreement executed or delivered in connection therewith, all of which shall be in form and substance satisfactory to the Administrative Agent (the “April 2008 Convertible Indebtedness Documents”) (it being agreed by the Parent that the Borrower has entered into commodity Hedging Arrangements in accordance with Section 5.15 none of the Credit AgreementApril 2008 Convertible Indebtedness Documents shall be amended, as amended by this Agreementmodified, and (B) an updated Schedule 4.23 setting forth waived or supplemented after March 24, 2008 in any respect which would adversely affect the information required by Section 4.23 rights or interests of the Credit AgreementAdministrative Agent, as amended by this Agreementthe Canadian Administrative Agent, as of the Effective Date.Lenders or the Canadian Lenders); and (j) The the Administrative Agent shall have received such other documentsinstruments, governmental certificates, agreements, documents and lien searches certificates as the Administrative Agent or any Lender may shall reasonably requestrequest in connection with the execution of this Agreement.

Conditions to Effectiveness. This Agreement A. Section 1 and Section 2 of this Amendment shall become effective on the Effective Date and enforceable against the parties hereto only upon the occurrence satisfaction of all of the following conditions precedent(the date of satisfaction of such conditions being referred to herein as the “Fifth Amendment Effective Date”): 1. On or before the Fifth Amendment Effective Date, Company shall deliver to Lenders (or to Syndication Agent for Lenders with sufficient originally executed copies, where appropriate, for each Lender and its counsel) the following, each, unless otherwise noted, dated the Fifth Amendment Effective Date: (a) The Administrative Agent shall have received multiple original counterpartsResolutions of its Board of Directors approving and authorizing the execution, as requested by delivery, and performance of (i) this Amendment and (ii) an amendment to the Administrative Agent, of this Agreement, duly and validly executed and delivered by duly authorized officers Second Lien Credit Agreement to the effect that the issuance of the BorrowerSenior Notes in the Senior Note Exchange is permitted pursuant to the terms of such agreement and the Senior Note Indenture, the Guarantors, the Administrative Agent, the Issuing Lender and all certified as of the Lenders.Fifth Amendment Effective Date by its corporate secretary or an assistant secretary as being in full force and effect without modification or amendment; (b) The Administrative Agent shall have received a Note payable to each Lender requesting a Note in the amount Signature and incumbency certificates of its Commitments after giving effect to officers executing this Agreement, duly and validly executed and delivered by duly authorized officers of the Borrower.Amendment; and (c) The Borrower Executed originals of this Amendment, executed by Parent, Company and each Subsidiary Guarantor. 2. Lenders shall have paid (a) all reasonable out-of-pocket costs and expenses that have been invoiced and are payable pursuant to Section 9.1 received originally executed copies of the Credit Agreement, and (b) all fees owing pursuant to that certain Engagement Letter dated as one or more favorable written opinions of April 26, 2016 among ▇▇▇▇▇ Fargo Bank, N.A.▇▇▇▇ & ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ Fargo Securities, LLC and Jagged Peak Energy LLC. (d) The Administrative Agent shall have received duly executed Mortgages, or supplements to existing Mortgages, in form and substance reasonably satisfactory to the Administrative Agent encumbering not less than 90% (by PV10) of the Credit Parties’ Proven Reserves and 90% (by PV10) of the Credit Parties’ PDP Reserves, in each case, as described in the most recently delivered Engineering Report. (e) The Administrative Agent shall have received satisfactory title information and be satisfied in its sole discretion with the title to the Oil and Gas Properties included in the Borrowing Base, and that such Oil and Gas Properties constitute (i) at least 80% of the PV10 of the Proven Reserves of the Borrower and its Subsidiaries evaluated in the most recently delivered Independent Engineering Report, and (ii) that the Borrower has good and marketable title to its Oil and Gas Properties, subject to no other liens (other than Permitted Liens). (f) The Administrative Agent shall have received one or more Account Control Agreements duly executed and delivered by the applicable Credit Parties, ▇▇▇▇▇▇▇▇▇ Fargo Bank, N.A., as the depository bank and the Administrative Agent. (g) The Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP as outside and other counsel reasonably acceptable to the Credit Parties Agents, each counsel for Company, in form and substance reasonably acceptable satisfactory to Syndication Agent and its counsel, dated as of the Fifth Amendment Effective Date and setting forth, collectively, substantially the matters in the opinions designated in Annex A to this Amendment. 3. Executed originals of this Amendment executed by Requisite Lenders. 4. All fees and expenses owing to Administrative Agent in connection with this Amendment pursuant to Section 6B that have been invoiced to Company at least one Business Day prior to the Fifth Amendment Effective Date shall be paid to Administrative AgentAgent on the Fifth Amendment Effective Date. (h) The Administrative 5. All documents executed or submitted in connection with the transactions contemplated hereby by or on behalf of Parent, Company or any of its Subsidiaries shall be reasonably satisfactory in form and substance to Agents and their counsel. 6. Syndication Agent shall have received copies of an officer’s certificate from each amendment to the Second Lien Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect Agreement to this Agreement. (i) The Administrative Agent shall have received (A) evidence reasonably satisfactory to it the effect that the Borrower has entered into commodity Hedging Arrangements in accordance with Section 5.15 issuance of the Credit Agreement, as amended by this Agreement, and (B) an updated Schedule 4.23 setting forth Senior Notes in the information required by Section 4.23 Senior Note Exchange is permitted pursuant to the terms of the Credit Agreement, as amended by this Agreement, as of the Effective Datesuch agreement. (j) The Administrative Agent shall have received such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent or any Lender may reasonably request.

Conditions to Effectiveness. This The effectiveness of this Agreement shall become effective on is subject to the Effective Date and enforceable against the parties hereto upon the occurrence satisfaction of all of the following conditions precedent: (a) The the Administrative Agent shall have received multiple original counterparts, as requested this Agreement duly executed by the Administrative Agent, of this Agreement, duly and validly executed and delivered by duly authorized officers of the BorrowerBorrowers, the Guarantors, the Administrative Agent, the Issuing Lender and all of the Lenders.; (b) The if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s duly executed Notes of each Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.11 hereof; (c) the Administrative Agent shall have received copies of each Borrower’s and each Guarantor’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary (or individual holding a comparable position); (d) the Administrative Agent shall have received copies of resolutions (or equivalent authorizations) of each Borrower’s and each Guarantor’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on each Borrower’s and each Guarantor’s behalf, all certified in each instance by its Secretary or Assistant Secretary; (e) the Administrative Agent shall have received copies of the certificates of good standing (or equivalent instrument) for each Borrower and each Guarantor (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state (or equivalent) of its incorporation or organization; (f) the Administrative Agent shall have received a Note payable to list of each Lender requesting a Note in the amount of its Commitments after giving effect to this Agreement, duly and validly executed and delivered by duly authorized officers of the Borrower.’s Authorized Representatives; (cg) The Borrower the Administrative Agent shall have paid (a) received payment of all reasonable out-of-pocket costs and expenses that have been invoiced and are fees payable on the Closing Date to the Administrative Agent pursuant to Section 9.1 of the Credit Agreement, andBMO Fee Letter; (bh) the Administrative Agent shall have received payment of all fees owing payable on the Closing Date to Bank of Montreal pursuant to that certain Engagement the BMO Fee Letter dated as of April 26, 2016 among and to ▇▇▇▇▇▇▇ Fargo BankLynch, N.A.Pierce, ▇▇▇▇▇ Fargo Securities, LLC and Jagged Peak Energy LLC. (d) The Administrative Agent shall have received duly executed Mortgages, or supplements to existing Mortgages, in form and substance reasonably satisfactory to the Administrative Agent encumbering not less than 90% (by PV10) of the Credit Parties’ Proven Reserves and 90% (by PV10) of the Credit Parties’ PDP Reserves, in each case, as described in the most recently delivered Engineering Report. (e) The Administrative Agent shall have received satisfactory title information and be satisfied in its sole discretion with the title to the Oil and Gas Properties included in the Borrowing Base, and that such Oil and Gas Properties constitute (i) at least 80% of the PV10 of the Proven Reserves of the Borrower and its Subsidiaries evaluated in the most recently delivered Independent Engineering Report, and (ii) that the Borrower has good and marketable title to its Oil and Gas Properties, subject to no other liens (other than Permitted Liens). (f) The Administrative Agent shall have received one or more Account Control Agreements duly executed and delivered by the applicable Credit Parties, ▇▇▇▇▇ Fargo Bank, N.A., as the depository bank and the Administrative Agent. (g) The Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“BAML”), ▇.▇. ▇▇▇▇▇▇ LLP Securities LLC and PNC Bank, National Association, as outside counsel Joint Lead Arrangers, and the Lenders (including upfront fees for the Lenders) pursuant to the Credit Parties in form Joint Lead Arrangers’ Fee Letter dated July 17, 2013, among the U.S. Borrower, BAML, ▇.▇. ▇▇▇▇▇▇ Securities LLC and substance reasonably acceptable PNC Bank, National Association as Joint Lead Arrangers; (i) the U.S. Borrower shall have paid all fees and expenses (including without limitation all fees and expenses of U.S. counsel and Canadian counsel to the Administrative Agent.) of the Administrative Agent incurred in connection with this Agreement and the transactions contemplated hereby for which an invoice has been submitted to the U.S. Borrower; (hj) The the Administrative Agent shall have received an officer’s a summary of the results of searches against the current name of the Canadian Borrower (as confirmed by a certificate from each Credit Party certifying such Person’s of compliance) conducted under the Personal Property Security Act in effect in the provinces of Ontario and Alberta (Acollectively, the “PPSA”), the Register of Personal and Movable Real Rights (Quebec), the Execution Act in the provinces of Ontario, Alberta and Quebec, the Bank Act (Canada) officers’ incumbencyin the provinces of Ontario, Quebec and Alberta and the Bankruptcy and Insolvency Act (B) authorizing resolutionsCanada), (C) organizational documents, and (D) governmental approvals, if any, with respect to this Agreement.evidencing the absence of Liens on its property except as permitted by Section 8.8 hereof; (ik) The no material adverse change in the business, financial condition, operations, assets or Properties of the Borrowers and their Subsidiaries taken as a whole shall have occurred since April 30, 2013; (l) the Administrative Agent shall have received financing statement, tax, and judgment lien search results against the Property of the U.S. Borrower and each Domestic Subsidiary which is a Guarantor evidencing the absence of Liens on its Property except as permitted by Section 8.8 hereof; (Am) evidence reasonably the Administrative Agent shall have received the favorable written opinion of counsel to each Borrower and each Guarantor, in form and substance satisfactory to it the Administrative Agent; (n) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the U.S. Borrower to the extent not already delivered pursuant to the Original Credit Agreement; (o) each of the representations and warranties set forth herein and in the other Loan Documents shall be and remain true and correct in all material respects as of said time, except to the extent the same expressly relate to an earlier date, provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects (and the Borrowers’ execution and delivery of this Agreement shall constitute a representation and warranty that the condition precedent contained in this subsection (p) has been satisfied on the date of this Agreement); (p) the Administrative Agent shall have received projected financial statements for the U.S. Borrower has entered into commodity Hedging Arrangements in accordance with Section 5.15 and its Subsidiaries for the fiscal years of the Credit AgreementU.S. Borrower ending April 30, 2014, April 30, 2015, April 30, 2016, April 30, 2017 and April 30, 2018, and such projected financial statements shall be reasonably acceptable to the Lead Arrangers; (q) no Default or Event of Default shall have occurred and be continuing or would occur as amended a result of the execution and delivery hereof by the Borrowers (and the Borrowers’ execution and delivery of this Agreement shall constitute a representation and warranty that the condition precedent contained in this subsection (r) has been satisfied on the date of this Agreement, and (B) an updated Schedule 4.23 setting forth the information required by Section 4.23 of the Credit Agreement, as amended by this Agreement, as of the Effective Date.); and (jr) The the Administrative Agent shall have received such other agreements, instruments, documents, governmental certificates, agreements, and lien searches opinions as the Administrative Agent or any Lender may have reasonably requestrequested at least two Business Days in advance of the Closing Date.

Conditions to Effectiveness. This Agreement The effectiveness of this Amendment and the obligations of the Term B-3 Lenders to make the Term B-3 Loans shall become effective on the Amendment No. 4 Effective Date and enforceable against Date, which shall be the parties hereto upon the occurrence of first Business Day on which the following conditions precedentare satisfied or waived: (ai) The the Administrative Agent (or its counsel) shall have received multiple original counterpartscounterparts of this Amendment or Consent that, as requested by when taken together, bear the signatures of (A) each Cashless Option Lender and each Post-Closing Option Lender, (B) the Administrative Agent, of this Agreement(C) Holdings, duly (D) the Borrower and validly executed and delivered by duly authorized officers of the Borrower, the Guarantors, the Administrative Agent, the Issuing Lender and all of the Lenders.(E) each Subsidiary Loan Party; (bii) The Administrative Agent shall have received a Note payable notice of Borrowing for the Term B-3 Loans (whether in writing or by telephone) in accordance with Section 2 hereof; (iii) the Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles or electronic copies (followed promptly by originals) unless otherwise specified: (A) a written opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Loan Parties, in a form and substance reasonably satisfactory to each Lender requesting a Note the Administrative Agent, as to matters substantially similar to those covered in the amount corresponding opinion delivered on the Effective Date and the Amendment No. 1 Effective Date; (B) the Administrative Agent shall have received a certificate of its Commitments after giving effect each Loan Party as of the Amendment No. 4 Effective Date, dated the Amendment No. 4 Effective Date, substantially in the form of Exhibit G to this Agreementthe Credit Agreement or such other form reasonably acceptable to the Administrative Agent with appropriate insertions, duly executed by any Responsible Officer of such Loan Party, and validly executed attaching the documents referred to in clause (C) below; and (C) the Administrative Agent shall have received (i) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and delivered by duly authorized officers authorizing (a) the execution, delivery and performance of the Amendment (including the reaffirmations set forth herein) (and any agreements relating thereto) to which it is a party and (b) in the case of the Borrower., the extensions of credit contemplated hereunder, certified as of the Amendment No. 4 Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment and (ii) a good standing certificate as of a recent date from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation; (civ) The Borrower shall have paid the fees in the amounts previously agreed in writing by Citigroup Global Markets Inc. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc. (athe “Amendment No. 4 Arrangers”) to be received on the Amendment No. 4 Effective Date and all reasonable and documented or invoiced out-of-pocket costs and expenses that have been invoiced (including the reasonable fees, charges and are payable pursuant to Section 9.1 disbursements of the Credit Agreement, and (b) all fees owing pursuant to that certain Engagement Letter dated as of April 26, 2016 among ▇▇▇▇▇▇ Fargo Bank, N.A., ▇▇▇▇▇ Fargo Securities, LLC and Jagged Peak Energy LLC. (d) The Administrative Agent shall have received duly executed Mortgages, or supplements to existing Mortgages, in form and substance reasonably satisfactory to the Administrative Agent encumbering not less than 90% (by PV10) of the Credit Parties’ Proven Reserves and 90% (by PV10) of the Credit Parties’ PDP Reserves, in each case, as described in the most recently delivered Engineering Report. (e) The Administrative Agent shall have received satisfactory title information and be satisfied in its sole discretion with the title to the Oil and Gas Properties included in the Borrowing Base, and that such Oil and Gas Properties constitute (i) at least 80% of the PV10 of the Proven Reserves of the Borrower and its Subsidiaries evaluated in the most recently delivered Independent Engineering Report, and (ii) that the Borrower has good and marketable title to its Oil and Gas Properties, subject to no other liens (other than Permitted Liens). (f) The Administrative Agent shall have received one or more Account Control Agreements duly executed and delivered by the applicable Credit Parties, ▇▇▇▇▇ Fargo Bank, N.A., as the depository bank and the Administrative Agent. (g) The Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP LLP, as outside counsel to the Credit Parties Amendment No. 4 Arrangers, and due diligence expenses) incurred in form and substance reasonably acceptable connection with the transactions contemplated hereby for which invoices have been presented at least one (1) Business Day prior to the Administrative Agent.Amendment No. 4 Effective Date shall, upon the Borrowing of the Term B-3 Loans, have been, or will be substantially simultaneously, paid in full; (hv) The Administrative Agent the representations and warranties of each Loan Party set forth in Section 5 of this Amendment shall have received an officer’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, be true and (D) governmental approvals, if any, with respect to this Agreement. (i) The Administrative Agent shall have received (A) evidence reasonably satisfactory to it that the Borrower has entered into commodity Hedging Arrangements correct in accordance with Section 5.15 of the Credit Agreement, as amended by this Agreement, all material respects on and (B) an updated Schedule 4.23 setting forth the information required by Section 4.23 of the Credit Agreement, as amended by this Agreement, as of the Amendment No. 4 Effective Date.Date before and after giving effect to this Amendment No. 4 and the borrowing of the Term B-3 Loans and to the application of proceeds therefrom; provided that, to the extent that such representations and warranties specifically refer to an earlier date or period, they shall be true and correct in all material respects as of such earlier date or period; provided further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the date of such borrowing or on such earlier date, as the case may be (after giving effect to such qualification); and (jvi) The Administrative Agent no Default or Event of Default shall have received such other documents, governmental certificates, agreements, occurred and lien searches as be continuing or would result from the Administrative Agent incurrence of the Term B-3 Loans or any Lender may reasonably requestfrom the application of the proceeds therefrom.

Conditions to Effectiveness. This Agreement Amendment shall become effective on and as of the date hereof (the “First Amendment Effective Date and enforceable against the parties hereto Date”) upon the occurrence satisfaction (or waiver by the Required Lenders) of the following conditions precedentconditions: (a) The the Administrative Agent shall have received multiple original counterpartsthis Amendment, as requested executed and delivered by a duly authorized officer of (a) the Borrower, (b) the Facility Guarantors and (c) the Required Lenders (including, in any event, each Extended Term Loan Lender), together with all schedules and exhibits hereto and acknowledged by the Administrative Agent, of this Agreement, duly and validly executed and delivered by duly authorized officers of the Borrower, the Guarantors, the Administrative Agent, the Issuing Lender and all of the Lenders.; (b) The the Administrative Agent shall have received a Note payable the favorable written opinion with respect to each Lender requesting a Note in the amount Amendment executed on the First Amendment Effective Date and the transactions contemplated hereby of its Commitments after giving effect to this Agreement, duly and validly executed and delivered by duly authorized officers of the Borrower. (c) The Borrower shall have paid (a) all reasonable out-of-pocket costs and expenses that have been invoiced and are payable pursuant to Section 9.1 of the Credit Agreement, and (b) all fees owing pursuant to that certain Engagement Letter dated as of April 26, 2016 among ▇▇▇▇▇ Fargo Bank, N.A., ▇▇▇▇▇ Fargo Securities, LLC and Jagged Peak Energy LLC. (d) The Administrative Agent shall have received duly executed Mortgages, or supplements to existing Mortgages, in form and substance reasonably satisfactory to the Administrative Agent encumbering not less than 90% (by PV10) of the Credit Parties’ Proven Reserves and 90% (by PV10) of the Credit Parties’ PDP Reserves, in each case, as described in the most recently delivered Engineering Report. (e) The Administrative Agent shall have received satisfactory title information and be satisfied in its sole discretion with the title to the Oil and Gas Properties included in the Borrowing Base, and that such Oil and Gas Properties constitute (i) at least 80% of the PV10 of the Proven Reserves of the Borrower and its Subsidiaries evaluated in the most recently delivered Independent Engineering Report, and (ii) that the Borrower has good and marketable title to its Oil and Gas Properties, subject to no other liens (other than Permitted Liens). (f) The Administrative Agent shall have received one or more Account Control Agreements duly executed and delivered by the applicable Credit Parties, ▇▇▇▇▇ Fargo Bank, N.A., as the depository bank and the Administrative Agent. (g) The Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP as outside LLP, special counsel to the Credit Parties Borrower and the Facility Guarantors, addressed to the Administrative Agent and the Lenders and reasonably satisfactory to the Administrative Agent; (c) the Administrative Agent shall have received resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Borrower and each Facility Guarantor certified by its secretary or assistant secretary as of the First Amendment Effective Date, approving this Amendment and authorizing the execution and delivery hereof, each in form and substance reasonably acceptable satisfactory to the Administrative Agent.; (hd) The the Administrative Agent shall have received an officer’s certificate from specimen signatures of officers or other appropriate representatives executing this Amendment on behalf of the Borrower and each Credit Party certifying Facility Guarantor, certified by the secretary or assistant secretary of such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to this Agreement.Borrower or Facility Guarantor; (ie) The the Administrative Agent shall have received (A) evidence reasonably satisfactory any changes to it that the Charter Documents of the Borrower has entered into commodity Hedging Arrangements in accordance with Section 5.15 of and each Facility Guarantor since the Credit AgreementClosing Date, certified as amended true and correct by this Agreement, and (B) an updated Schedule 4.23 setting forth the information required by Section 4.23 of the Credit Agreement, as amended by this Agreement, as of the Effective Date.its secretary or assistant secretary; (jf) The the Administrative Agent shall have received certificates issued as of a recent date by the Secretaries of State of the respective jurisdictions of formation of the Borrower and each Facility Guarantor as to the due existence and good standing of such other documents, governmental certificates, agreements, and lien searches as Person; (g) the Administrative Agent shall have received evidence that all fees and expenses required to be paid pursuant to Sections 6 and 7 hereof by the Borrower on or any Lender may reasonably requestbefore the First Amendment Effective Date to the Administrative Agent, the Arrangers and the Lenders (or their affiliates) in connection with this Amendment have been paid in full; (h) Holdings shall have entered into an amendment to the HoldCo Notes Indenture substantially in the form of Exhibit B to this Amendment, and such amendment shall become effective on the First Amendment Effective Date; and (i) the Borrower shall have entered into an amendment to the Senior Notes Indenture substantially in the form of Exhibit C to this Amendment, and such amendment shall become effective on the First Amendment Effective Date.

Conditions to Effectiveness. This Agreement Amendment shall become effective on as of the Effective Date and enforceable against the parties hereto upon the occurrence of date hereof only when the following conditions precedent:shall have been satisfied and notice thereof shall have been given by the Agent to the Parent Guarantor, the Company, the Agent and each Lender (the date of satisfaction of such conditions and the giving of such notice being referred to herein as the "Ninth Amendment --------------- Effective Date"): -------------- (a) A. The Administrative Agent shall have received multiple original counterpartsfor each Lender counterparts hereof duly executed on behalf of the Parent Guarantor, as requested the Company, the Agent and the Required Lenders (or notice of the approval of this Amendment by the Administrative Agent, of this Agreement, duly and validly executed and delivered by duly authorized officers of Required Lenders satisfactory to the Borrower, the Guarantors, the Administrative Agent, the Issuing Lender and all of the Lenders. (b) The Administrative Agent shall have been received a Note payable by the Agent), together with counterparts of the Third Amendment to each Lender requesting a Note in the amount of its Commitments after giving effect to this Company Security Agreement, duly and validly executed and delivered by duly authorized officers of the Borrower. (c) The Borrower shall have paid (a) all reasonable out-of-pocket costs and expenses that have been invoiced and are payable pursuant to Section 9.1 of the Credit Agreement, and (b) all fees owing pursuant to that certain Engagement Letter dated as of April 2621, 2016 among ▇▇▇▇▇ Fargo Bank1997, N.A.between the Company and the Agent (the "Company Security Amendment") and the -------------------------- Second Amendment to Parent Security Agreement, ▇▇▇▇▇ Fargo Securitiesdated as of April 21, LLC 1997, between the Parent Guarantor and Jagged Peak Energy LLC.the Agent (the "Parent Security Amendment"). ------------------------- (d) B. The Administrative Agent shall have received duly executed Mortgages, or supplements to existing Mortgages, in form and substance reasonably satisfactory to the Administrative Agent encumbering not less than 90% received: (by PV101) Resolutions of the Credit Parties’ Proven Reserves and 90% (by PV10) Board of Directors or of the Credit Parties’ PDP ReservesExecutive Committee of the Company and the Parent Guarantor approving and authorizing the execution, in each case, as described in the most recently delivered Engineering Report. (e) The Administrative Agent shall have received satisfactory title information delivery and be satisfied in its sole discretion with the title to the Oil and Gas Properties included in the Borrowing Baseperformance of this Amendment, and that such Oil and Gas Properties constitute (i) at least 80% of the PV10 of Company Security Amendment or the Proven Reserves of the Borrower and its Subsidiaries evaluated in the most recently delivered Independent Engineering Report, and (ii) that the Borrower has good and marketable title to its Oil and Gas Properties, subject to no other liens (other than Permitted Liens). (f) The Administrative Agent shall have received one or more Account Control Agreements duly executed and delivered by the applicable Credit Parties, ▇▇▇▇▇ Fargo Bank, N.A.Parent Security Amendment, as the depository bank case may be, certified by its corporate secretary or an assistant secretary as being in full force and effect without modification or amendment as of the date of execution hereof by the Company or the Parent Guarantor, as the case may be; (2) A signature and incumbency certificate of the officers of the Company and the Administrative Agent.Parent Guarantor executing this Amendment and the Company Security Amendment or Parent Security Amendment, as the case may be; (g3) The Administrative Copies of the Third Amendment to Subsidiary Security Agreement, dated as of April 21, 1997, between the Subsidiaries of the Company parties thereto and the Agent shall have received a legal opinion (the "Subsidiary Security Amendment") duly executed on behalf of ▇▇▇▇▇▇ such ----------------------------- Subsidiaries; (4) Resolutions of the Board of Directors or of the Executive Committee or other authorized governing body or entity of each of the Subsidiaries of the Company executing the Subsidiary Security Amendment approving and authorizing the execution, delivery and performance of the Subsidiary Security Amendment, certified by their respective corporate secretaries or an assistant secretary or other authorized representative as being in full force and effect without modification or amendment as of the date of execution hereof by such Subsidiary; (5) A signature and incumbency certificate of the officers or other authorized representative of each of the Subsidiaries of the Company executing the Subsidiary Security Amendment; (6) For each Lender an opinion, addressed to the Agent and each Lender, from Kramer, Levin, Naftalis & ▇▇▇▇▇▇▇ LLP as outside counsel to the Credit Parties ▇, in form and substance reasonably acceptable satisfactory to the Administrative Agent.; and (h7) The Administrative Agent shall have received an officer’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbencySuch other information approvals, (B) authorizing resolutionsopinions, (C) organizational documents, and (D) governmental approvals, if any, with respect to this Agreement. (i) The Administrative Agent shall have received (A) evidence reasonably satisfactory to it that the Borrower has entered into commodity Hedging Arrangements in accordance with Section 5.15 of the Credit Agreement, as amended by this Agreement, and (B) an updated Schedule 4.23 setting forth the information required by Section 4.23 of the Credit Agreement, as amended by this Agreement, as of the Effective Date. (j) The Administrative Agent shall have received such other documents, governmental certificates, agreements, and lien searches or instruments as the Administrative Agent or any Lender may reasonably request.

Conditions to Effectiveness. This Eighth Amendment, and the modifications to the Credit Agreement provided for herein, shall become effective on the date (the "Eighth Amendment ---------------- Effective Date and enforceable against the parties hereto upon the occurrence Date") on which all of the following conditions precedent:have been (or are -------------- concurrently being) satisfied: --- (a) The Administrative Agent 1. This Eighth Amendment shall have received multiple original counterparts, as requested by the Administrative Agent, of this Agreement, duly and validly been executed and delivered by duly authorized officers each party hereto. 2. All payments required under Article V, Section 1 of this Eighth Amendment shall have been paid to the Lender by the Borrower, the Guarantors, the Administrative Agent, the Issuing Lender and all of the Lenders. (b) 3. The Administrative Agent Lender shall have received a Note payable to each Lender requesting a Note in the amount of its Commitments after giving effect to this Agreement, duly and validly executed and delivered by duly authorized officers of the Borrower. (c) The Borrower shall have paid (a) all reasonable out-of-pocket costs and expenses that have been invoiced and are payable pursuant to Section 9.1 of the Credit Agreement, and (b) all fees owing pursuant to that certain Engagement Letter dated as of April 26, 2016 among ▇▇▇▇▇ Fargo Bank, N.A., ▇▇▇▇▇ Fargo Securities, LLC and Jagged Peak Energy LLC. (d) The Administrative Agent shall have received duly executed Mortgages, or supplements to existing Mortgagescopy, in form and substance reasonably satisfactory to the Administrative Agent encumbering not less than 90% (by PV10) Lender, of the Credit Parties’ Proven Reserves and 90% (by PV10) corporate resolutions of the Credit Parties’ PDP ReservesBorrower, in each case, as described authorizing the revision in the most recently delivered Engineering Report. (e) The Administrative Agent shall have received satisfactory title information Revolver Borrowing Base and be satisfied in its sole discretion with the title to execution, delivery and performance of this Eighth Amendment, certified by the Oil and Gas Properties included in the Borrowing Base, and that such Oil and Gas Properties constitute (i) at least 80% of the PV10 of the Proven Reserves Secretary or an Assistant Secretary of the Borrower and its Subsidiaries evaluated in as of the most recently delivered Independent Engineering ReportEighth Amendment Effective Date, and (ii) which certificates shall state that the Borrower has good and marketable title to its Oil and Gas Propertiesresolutions or authorizations thereby certified have not been amended, subject to no other liens (other than Permitted Liens)modified, revoked or rescinded as of the date of such certificate. (f) 4. The Administrative Agent shall have received one or more Account Control Agreements duly executed and delivered by the applicable Credit Parties, ▇▇▇▇▇ Fargo Bank, N.A., as the depository bank and the Administrative Agent. (g) The Administrative Agent Lender shall have received a legal opinion certificate of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP the Secretary or an Assistant Secretary of the Borrower, dated the Eighth Amendment Effective Date, as outside counsel to the incumbency and signature of the officer(s) of the Borrower executing this Eighth Amendment and any certificate or other document to be delivered by it pursuant hereto, together with evidence of the incumbency of such Secretary or Assistant Secretary. 5. Each of the representations and warranties made by the Borrower in or pursuant to the Credit Parties Documents shall be true and correct in all material respects on and as of the Eighth Amendment Effective Date as if made on and as of such date (except to the extent the same relate to another, earlier date, in which case they shall be true and correct in all material respects as of such earlier date). 6. No Default or Event of Default shall have occurred and be continuing. 7. All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Eighth Amendment, the Existing Credit Agreement, the Credit Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance reasonably acceptable to the Administrative Agent. (h) The Administrative Agent shall have received an officer’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documentsLender, and (D) governmental approvals, if any, with respect to this Agreement. (i) The Administrative Agent shall have received (A) evidence reasonably satisfactory to it that the Borrower has entered into commodity Hedging Arrangements in accordance with Section 5.15 of the Credit Agreement, as amended by this Agreement, and (B) an updated Schedule 4.23 setting forth the information required by Section 4.23 of the Credit Agreement, as amended by this Agreement, as of the Effective Date. (j) The Administrative Agent Lender shall have received such other documents, governmental certificates, agreements, and lien searches documents in respect of any aspect or consequence of the transactions contemplated hereby or thereby as the Administrative Agent or any Lender may it shall reasonably request. 8. The Lender shall have received each additional document, instrument, legal opinion or item of information reasonably requested by the Lender, including, without limitation, a copy of any debt instrument, security agreement or other material contract to which the Borrower is to be a party.

Conditions to Effectiveness. This Agreement The effectiveness of this Amendment and the obligations of the Incremental Term B-1 Lenders to make the Incremental Term B-1 Loans shall become effective on the Amendment No. 1 Effective Date and enforceable against Date, which shall be the parties hereto upon the occurrence of first Business Day on which the following conditions precedentare satisfied or waived: (ai) The the Administrative Agent (or its counsel) shall have received counterparts of this Amendment that, when taken together, bear the signatures of (A) Holdings, (B) the Borrower, (C) each Subsidiary Loan Party, (D) the Required Lenders and (vii) each Incremental Term B-1 Lender; (ii) the Administrative Agent shall have received multiple original counterparts, as requested notice of Borrowing for the Incremental Term B-1 Loans (whether in writing or by telephone) meeting the requirements of Section 2.03 of the Credit Agreement; (iii) the Administrative Agent, of this Agreement, duly and validly executed and delivered by duly authorized officers ’s receipt of the Borrowerfollowing, each of which shall be originals or facsimiles or electronic copies (followed promptly by originals) unless otherwise specified: (A) a written opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Guarantors, Loan Parties (addressed to the Administrative Agent, the Issuing Agent and each Existing Lender and all of Incremental Term B-1 Lender on the Lenders.Amendment No. 1 Effective Date), as to matters substantially similar to those covered in the corresponding opinion delivered on the Effective Date; (bB) The the Administrative Agent shall have received a Note payable to certificate of each Lender requesting a Note Loan Party as of the Amendment No. 1 Effective Date, dated the Amendment No. 1 Effective Date, substantially in the amount form of its Commitments after giving effect Exhibit G to this Agreementthe Credit Agreement or such other form reasonably acceptable to the Administrative Agent with appropriate insertions, duly executed by any Responsible Officer of such Loan Party, and validly executed attaching the documents referred to in clause (C) below; and (C) the Administrative Agent shall have received (i) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and delivered by duly authorized officers authorizing (a) the Additional Specified Dividend, (b) the execution, delivery and performance of the Amendment (including the reaffirmations set forth herein) (and any agreements relating thereto) to which it is a party and (c) in the case of the Borrower., the extensions of credit contemplated hereunder, certified as of the Amendment No. 1 Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment; and (ii) a good standing certificate as of a recent date from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation; (civ) The the Borrower shall have paid to the Administrative Agent for the account of each Existing Lender that delivers to the Administrative Agent (aor its counsel), prior to 5:00 p.m. (New York City time) on December 4, 2012 (the “Delivery Time”), an executed counterpart of this Amendment indicating its consent to the amendments contained herein, a fee (the “Consent Fees”) in an amount equal to 0.125% of the sum of the aggregate outstanding principal amount of (x) Initial Term Loans and (y) the Revolving Credit Commitment (whether used or unused), of each Existing Lender immediately prior to the effectiveness hereof; (v) the fees in the amounts previously agreed in writing by the Incremental Term B-1 Arrangers to be received on the Amendment No. 1 Effective Date and all reasonable and documented or invoiced out-of-pocket costs and expenses that have been invoiced (including the reasonable fees, charges and are payable pursuant to Section 9.1 disbursements of the Credit Agreement, and (b) all fees owing pursuant to that certain Engagement Letter dated as of April 26, 2016 among ▇▇▇▇▇▇ Fargo Bank, N.A., ▇▇▇▇▇ Fargo Securities, LLC and Jagged Peak Energy LLC. (d) The Administrative Agent shall have received duly executed Mortgages, or supplements to existing Mortgages, in form and substance reasonably satisfactory to the Administrative Agent encumbering not less than 90% (by PV10) of the Credit Parties’ Proven Reserves and 90% (by PV10) of the Credit Parties’ PDP Reserves, in each case, as described in the most recently delivered Engineering Report. (e) The Administrative Agent shall have received satisfactory title information and be satisfied in its sole discretion with the title to the Oil and Gas Properties included in the Borrowing Base, and that such Oil and Gas Properties constitute (i) at least 80% of the PV10 of the Proven Reserves of the Borrower and its Subsidiaries evaluated in the most recently delivered Independent Engineering Report, and (ii) that the Borrower has good and marketable title to its Oil and Gas Properties, subject to no other liens (other than Permitted Liens). (f) The Administrative Agent shall have received one or more Account Control Agreements duly executed and delivered by the applicable Credit Parties, ▇▇▇▇▇ Fargo Bank, N.A., as the depository bank and the Administrative Agent. (g) The Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP LLP, as outside counsel to the Credit Parties Incremental Term B-1 Arrangers, and due diligence expenses) incurred in form and substance reasonably acceptable connection with the transactions contemplated hereby for which invoices have been presented at least one (1) Business Day prior to the Administrative Agent.Amendment No. 1 Effective Date shall, upon the Borrowing of the Incremental Term B-1 Loans, have been, or will be substantially simultaneously, paid in full (which amounts may be offset against the proceeds of the Incremental Term B-1 Loans); (hvi) The the Administrative Agent shall have received an officer’s a certificate from each the chief financial officer of the Borrower in the form of Exhibit H to the Credit Party Agreement certifying such Person’s as to the Solvency of the Borrower and its Restricted Subsidiaries on a consolidated basis after giving effect to the consummation of the transactions contemplated by the Amendment, the Borrowings of the Incremental Term B-1 Loans and the use of proceeds therefrom (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to this Agreement.including the payment of the Additional Specified Dividend); (ivii) The Administrative Agent the representations and warranties of each Loan Party set forth in the Section 6 of this Amendment shall have received (A) evidence reasonably satisfactory to it that the Borrower has entered into commodity Hedging Arrangements be true and correct in accordance with Section 5.15 of the Credit Agreement, as amended by this Agreement, all material respects on and (B) an updated Schedule 4.23 setting forth the information required by Section 4.23 of the Credit Agreement, as amended by this Agreement, as of the Amendment No. 1 Effective Date.Date before and after giving effect to this Amendment No. 1 and the borrowing of the Incremental Term B-1 Loans and to the application of proceeds therefrom; provided that, to the extent that such representations and warranties specifically refer to an earlier date or period, they shall be true and correct in all material respects as of such earlier date or period; provided further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the date of such borrowing or on such earlier date, as the case may be (after giving effect to such qualification); and (jviii) The Administrative Agent no Default or Event of Default shall have received such other documents, governmental certificates, agreements, occurred and lien searches as be continuing or would result from the Administrative Agent incurrence of the Incremental Term B-1 Loans or any Lender may reasonably requestfrom the application of the proceeds therefrom.

Conditions to Effectiveness. This Agreement Amendment shall become effective on the Effective Date and enforceable against the parties hereto upon the occurrence as of the following conditions precedent:date first written above when, and only when, (a) The the Administrative Agent shall have received multiple original counterparts, as requested by the Administrative Agent, received: (i) counterparts of this Agreement, Amendment duly and validly executed and delivered by duly authorized officers of the BorrowerBorrowers, the Subsidiary Guarantors, the Administrative AgentAgent and the Required Lenders; (ii) such certificates of resolutions or other action, the Issuing Lender and all incumbency certificates and/or other certificates of the Lenders.secretary or an assistant secretary of each Borrower and the Subsidiary Guarantors, as the Administrative Agent may timely request to establish the identities of and verify the authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment, including a certificate certifying and attaching the resolutions adopted by each Borrower approving or consenting to the Extension (or if the Borrowers’ resolutions delivered pursuant to Section 4.01(a)(iii) of the Credit Agreement provided for the Extension, certifying that such resolutions have not been amended, modified or rescinded and remain in full force and effect); (biii) The such evidence as the Administrative Agent shall have received a Note payable may reasonably request to verify that each Lender requesting a Note Loan Party is duly organized or formed, validly existing and in good standing in the amount jurisdiction where organized; (iv) a certificate dated as of its Commitments after giving effect the date hereof signed by a Responsible Officer of the Parent Borrower (1) certifying as to this the matters set forth in Section 4(a) and Section 4(b) above and (2) attaching, and certifying that such attachment is a true, correct and complete copy of, that certain Note Purchase Agreement dated as of the date hereof (the “Note Purchase Agreement”), by and among the Parent Borrower and the purchasers party thereto, duly and validly executed and delivered by duly authorized officers of the Borrower. (c) The Borrower shall have paid (a) all reasonable out-of-pocket costs parties thereto and expenses that have been invoiced and are payable pursuant to Section 9.1 of the Credit Agreement, and (b) all fees owing pursuant to that certain Engagement Letter dated as of April 26, 2016 among ▇▇▇▇▇ Fargo Bank, N.A., ▇▇▇▇▇ Fargo Securities, LLC and Jagged Peak Energy LLC. (d) The Administrative Agent shall have received duly executed Mortgages, or supplements to existing Mortgages, in form and substance reasonably satisfactory to the Administrative Agent encumbering not less than 90% Agent; and (v) counterparts of that certain Amended and Restated Subordination Agreement by PV10) and among the Borrowers, the Loan Parties and EEP in favor of the Credit Parties’ Proven Reserves Administrative Agent and 90% (by PV10) the other holders of the Credit Parties’ PDP Reserves, in each case, as described Senior Indebtedness substantially in the most recently delivered Engineering Report.form of Annex A attached hereto; and (eb) The Administrative Agent the Parent Borrower shall have received satisfactory title information and be satisfied in its sole discretion with the title to the Oil and Gas Properties included in the Borrowing Base, and that such Oil and Gas Properties constitute (i) at least 80% of paid all fees it has agreed to pay in connection with this Amendment, including, without limitation, the PV10 of fees set forth in that certain letter dated August 12, 2014 from the Proven Reserves of Parent Borrower to the Borrower and its Subsidiaries evaluated in the most recently delivered Independent Engineering ReportAdministrative Agent, and (ii) that reimbursed or paid, to the Borrower has good extent timely invoiced to, and marketable title reviewed by, the Parent Borrower, all out-of-pocket expenses required to its Oil and Gas Properties, subject to no other liens (other than Permitted Liens). (f) The Administrative Agent shall have received one be reimbursed or more Account Control Agreements duly executed and delivered paid by the applicable Credit Parties, ▇▇▇▇▇ Fargo Bank, N.A., as the depository bank and the Administrative Agent. (g) The Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP as outside counsel to the Credit Parties in form and substance reasonably acceptable to the Administrative Agent. (h) The Administrative Agent shall have received an officer’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to this Agreement. (i) The Administrative Agent shall have received (A) evidence reasonably satisfactory to it that the Parent Borrower has entered into commodity Hedging Arrangements in accordance with Section 5.15 of under the Credit Agreement, as amended by this Agreement, and (B) an updated Schedule 4.23 setting forth the information required by Section 4.23 of the Credit Agreement, as amended by this Agreement, as of the Effective Date. (j) The Administrative Agent shall have received such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent or any Lender may reasonably request.

Conditions to Effectiveness. This Agreement Second Lien Amendment No. 5 shall become effective (the “Second Lien Amendment No. 5 Effective Date”) on the Effective Date and enforceable against the parties hereto upon the occurrence of the following conditions precedentdate when: (a) The the Administrative Agent (or its counsel) shall have received multiple original counterpartsthe following on or before the Second Lien Amendment No. 5 Effective Date, as requested by the Administrative Agent, of this Agreement, duly and validly each properly executed and delivered by duly authorized officers delivered: (i) (A) from each Loan Party organized in the United States, United Kingdom, Australia, Grand Duchy of the BorrowerLuxembourg (“Luxembourg”), Ireland, the Guarantors, British Virgin Islands and the Administrative Agent, the Issuing Lender and all of the Lenders. (b) The Administrative Agent shall have received a Note payable to each Lender requesting a Note in the amount of its Commitments after giving effect to this Agreement, duly and validly executed and delivered by duly authorized officers of the Borrower. (c) The Borrower shall have paid (a) all reasonable out-of-pocket costs and expenses that have been invoiced and are payable pursuant to Section 9.1 of the Credit Agreement, and (b) all fees owing pursuant to that certain Engagement Letter dated as of April 26, 2016 among ▇▇▇▇▇ Fargo Bank, N.A., ▇▇▇▇▇ Fargo Securities, LLC and Jagged Peak Energy LLC. (d) The Administrative Agent shall have received duly executed Mortgages, or supplements to existing Mortgages, in form and substance reasonably satisfactory to the Administrative Agent encumbering not less than 90% (by PV10) of the Credit Parties’ Proven Reserves and 90% (by PV10) of the Credit Parties’ PDP ReservesCayman Islands, in each case, as described in executed counterparts of this Second Lien Amendment No. 5 and (B) from the most recently delivered Engineering Report. (e) The 2017-1 Incremental Lenders and the Administrative Agent shall have received satisfactory title information and be satisfied (in its sole discretion with the title to the Oil and Gas Properties included in the Borrowing Basecapacity as such), and that such Oil and Gas Properties constitute (i) at least 80% executed counterparts of the PV10 of the Proven Reserves of the Borrower and its Subsidiaries evaluated in the most recently delivered Independent Engineering Report, and this Second Lien Amendment No. 5; (ii) that the Borrower has good and marketable title to its Oil and Gas Propertieseach Collateral Document set forth on Schedule B hereto, subject to no other liens (other than Permitted Liens).duly executed by each applicable Loan Party; (fiii) The Administrative Agent shall have received one or more Account Control Agreements a duly executed Committed Loan Notice with respect to the 2017-1 Incremental Loans being borrowed on the Second Lien Amendment No. 5 Effective Date substantially in the form of Exhibit A-1 to the Second Lien Credit Agreement; (iv) certificates of good standing (to the extent such concept exists) from the secretary of state of the state of organization of each Loan Party (or any immediate predecessor thereof) (to the extent such concept exists in such jurisdiction), customary certificates of resolutions or other action, certificates of Responsible Officers of each Loan Party evidencing the identity, authority and delivered by capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Second Lien Amendment No. 5 and the applicable Credit Partiesother Loan Documents to which such Loan Party is to become a party on the Second Lien Amendment No. 5 Effective Date (and in the case of each Australian Loan Party, ▇▇▇▇▇ Fargo Bankresolving that (A) it is in its best interests to execute this Second Lien Amendment No. 5 and, N.A.to the extent applicable, the other Loan Documents to which it will be a party on the Second Lien Amendment No. 5 Effective Date, (B) its execution of any such document and the performance of its obligations under them does not and will not cause it to contravene Chapter 2E or Part 2J of the Australian Corporations Act and (C) guaranteeing or securing, as appropriate, any part of the depository bank and the Administrative Agent.Commitment would not cause any guarantee, security or similar limit binding on that Australian Loan Party to be exceeded); (gv) The Administrative Agent shall have received a customary legal opinion of ▇from (A) Cleary, Gottlieb, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP as outside LLP, New York counsel to the Credit Parties in form and substance reasonably acceptable Loan Parties, (B) Young Conway Stargatt & ▇▇▇▇▇▇, LLP, Delaware counsel to certain of the Loan Parties, (C) King & Wood Mallesons, Australian counsel to the Administrative AgentLenders, (D) ▇▇▇▇▇ & ▇▇▇▇▇ LLP, England and Wales counsel to the Lenders and (E) ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, Singapore counsel to the Lenders; (vi) a solvency certificate from a Financial Officer of Holdings (after giving effect to the 2017-1 Incremental Loans) substantially in the form of Exhibit B hereto; and (vii) an officer’s certificate dated the Second Lien Amendment No. 5 Effective Date from a Responsible Officer of the Borrower Representative substantially in the form of Exhibit A hereto. (hb) The the Administrative Agent shall have received an officer’s certificate from each Credit Party certifying such Person’s received, at least three (A3) officers’ incumbencyBusiness Days prior to the Second Lien Amendment No. 5 Effective Date, all documentation and other information about Holdings and the Borrowers required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT that has been requested in writing at least ten (B10) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect Business Days prior to this Agreement.the Second Lien Amendment No. 5 Effective Date; (ic) The Administrative Agent shall have received (A) evidence reasonably satisfactory to it that the Borrower has entered into commodity Hedging Arrangements in accordance with Section 5.15 representations and warranties of the Credit Agreement, as amended by this Agreement, Loan Parties contained in the Loan Documents shall be true and (B) an updated Schedule 4.23 setting forth the information required by Section 4.23 of the Credit Agreement, as amended by this Agreement, correct in all material respects on and as of the Second Lien Amendment No. 5 Effective Date.; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates; (jd) The Administrative Agent no Default shall have received such other documentsexist, governmental certificatesor would result from the incurrence of the 2017-1 Incremental Loans or from the application of the proceeds therefrom; (e) to the extent invoiced at least two (2) Business Days prior to the Second Lien Amendment No. 5 Effective Date (except as otherwise reasonably agreed by the Borrower Representative), agreements, all reasonable and lien searches as documented out-of-pocket costs and expenses of the Administrative Agent or any Lender may due under Section 10.04 of the Second Lien Credit Agreement shall have been paid; and (f) if the Second Lien Amendment No. 5 Effective Date occurs, all fees and, to the extent invoiced at least two (2) Business Days prior to the Second Lien Amendment No. 5 Effective Date (except as otherwise reasonably requestagreed by the Borrower Representative), all Attorney Costs of one counsel to the 2017-1 Incremental Lenders incurred in connection with the preparation, negotiation, execution and delivery of this Second Lien Amendment No. 5 shall have been paid.

Conditions to Effectiveness. This Agreement Amendment shall become effective on the date (the “Amendment Effective Date and enforceable against the parties hereto upon the occurrence of the following conditions precedentDate”) on which: (a) The Administrative Agent shall have received multiple original counterparts, as requested by the Administrative Agent, of this Agreement, duly and validly executed and delivered by duly authorized officers of the Borrower, the Guarantors, Administrative Agent and the Lenders shall have executed and delivered to the Administrative AgentAgent this Amendment, the Issuing with a counterpart for each Lender and all original Notes executed by the Borrower (in the case of the Lenders.Revolving Credit Notes, Multicurrency Notes or CAF Advance Notes), in favor of each Lender requesting a Note, (b) The Administrative Agent shall have received a Note payable to each Lender requesting a Note in the amount of its Commitments after giving effect to this Agreement, duly and validly executed and delivered by duly authorized officers certificate of the Borrower., dated the Amendment Effective Date, substantially in the form of Exhibit F, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative Agent, executed by the President or any Vice President and the Secretary or any Assistant Secretary of the Borrower, (c) The Borrower shall have paid (a) all reasonable out-of-pocket costs and expenses that have been invoiced and are payable pursuant to Section 9.1 of the Credit Agreement, and (b) all fees owing pursuant to that certain Engagement Letter dated as of April 26, 2016 among ▇▇▇▇▇ Fargo Bank, N.A., ▇▇▇▇▇ Fargo Securities, LLC and Jagged Peak Energy LLC. (d) The Administrative Agent shall have received duly an executed Mortgageslegal opinion (addressed to the Administrative Agent and the Lenders) from ▇▇▇▇▇▇▇▇ & Sterling LLP, or supplements to existing Mortgagescounsel for the Borrower, in form and substance reasonably satisfactory to the Administrative Agent encumbering not less than 90% Agent. The Borrower hereby requests such counsel to deliver such opinion, (by PV10d) Each of the Credit Parties’ Proven Reserves representations and 90% (warranties made by PV10) the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of the Credit Parties’ PDP Reserves, in each case, Amendment Effective Date as described in if made on and as of the most recently delivered Engineering Report.Amendment Effective Date, (e) The Administrative Agent all accrued fees and reasonable out-of-pocket expenses (including the reasonable fees and expenses of counsel to the Arrangers) of the Arrangers through the Amendment Effective Date invoiced with reasonable detail at least three Business Days prior to the Amendment Effective Date in connection with the Loan Documents shall have received satisfactory title information been paid; provided that the Arrangers shall have provided an estimate and be satisfied in its sole discretion with the title available reasonable detail five business days prior to the Oil and Gas Properties included in the Borrowing Base, and that such Oil and Gas Properties constitute (i) at least 80% of the PV10 of the Proven Reserves of the Borrower and its Subsidiaries evaluated in the most recently delivered Independent Engineering Report, and (ii) that the Borrower has good and marketable title to its Oil and Gas Properties, subject to no other liens (other than Permitted Liens).Amendment Effective Date, (f) The Administrative Agent shall have received one or more Account Control Agreements duly executed an unaudited consolidated balance sheet of the Borrower and delivered by the applicable Credit Parties, ▇▇▇▇▇ Fargo Bank, N.A., as the depository bank its consolidated Subsidiaries and the Administrative Agent.related unaudited consolidated statements of operations and of cash flows for each fiscal quarter ended after December 31, 2023 (so long as such fiscal quarters have ended at least 40 days prior to the Amendment Effective Date). The Borrower’s filing of any required unaudited financial statements with respect to the Borrower on Form 10-Q will satisfy the requirements under this paragraph, (g) The Administrative Agent No Default or Event of Default shall have received a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP as outside counsel occurred and be continuing on such date or after giving effect to the Loans requested to be made, or Letters of Credit Parties in form and substance reasonably acceptable requested to the Administrative Agent. (h) The Administrative Agent shall have received an officer’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbencybe issued, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to this Agreement.and (i) The Administrative Agent shall have received (A) evidence reasonably satisfactory at least three Business Days prior to it that the Amendment Effective Date all documentation and other information about the Borrower as has entered into commodity Hedging Arrangements in accordance with Section 5.15 of the Credit Agreement, as amended been reasonably requested by this Agreement, and (B) an updated Schedule 4.23 setting forth the information required by Section 4.23 of the Credit Agreement, as amended by this Agreement, as of the Effective Date. (j) The Administrative Agent shall have received such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent or any Lender may reasonably requestat least 10 Business Days prior to the Amendment Effective Date that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act.

Conditions to Effectiveness. This Agreement Second Lien Amendment No. 3 shall become effective (the “Second Lien Amendment No. 3 Effective Date”) on the Effective Date and enforceable against the parties hereto upon the occurrence of the following conditions precedentdate when: (a) The Administrative Agent shall have received multiple original counterparts, as requested by the Administrative Agent, of this Agreement, duly and validly executed and delivered by duly authorized officers of the Borrower, the Guarantors, the Administrative Agent, the Issuing Lender and all of the Lenders. (b) The Administrative Agent shall have received a Note payable to each Lender requesting a Note in the amount of its Commitments after giving effect to this Agreement, duly and validly executed and delivered by duly authorized officers of the Borrower. (c) The Borrower shall have paid (a) all reasonable out-of-pocket costs and expenses that have been invoiced and are payable pursuant to Section 9.1 of the Credit Agreement, and (b) all fees owing pursuant to that certain Engagement Letter dated as of April 26, 2016 among ▇▇▇▇▇ Fargo Bank, N.A., ▇▇▇▇▇ Fargo Securities, LLC and Jagged Peak Energy LLC. (d) The Administrative Agent shall have received duly executed Mortgages, or supplements to existing Mortgages, in form and substance reasonably satisfactory to the Administrative Agent encumbering not less than 90% (by PV10or its counsel) of receives the Credit Parties’ Proven Reserves following on or before the Second Lien Amendment No. 3 Effective Date, each properly executed and 90% delivered: (by PV10i) of (A) from each Loan Party organized in the Credit Parties’ PDP ReservesUnited States, United Kingdom, Australia, Luxembourg, the Netherlands, Ireland, the British Virgin Islands and the Cayman Islands, in each case, as described in executed counterparts of this Second Lien Amendment No. 3 and (B) from the most recently delivered Engineering Report. (e) The 2015-3 Incremental Lender and the Administrative Agent shall have received satisfactory title information and be satisfied (in its sole discretion with the title to the Oil and Gas Properties included in the Borrowing Basecapacity as such), and that such Oil and Gas Properties constitute (i) at least 80% executed counterparts of the PV10 of the Proven Reserves of the Borrower and its Subsidiaries evaluated in the most recently delivered Independent Engineering Report, and this Second Lien Amendment No. 3; (ii) that the Borrower has good and marketable title to its Oil and Gas Propertieseach Collateral Document set forth on Schedule A hereto, subject to no other liens (other than Permitted Liens).duly executed by each applicable Loan Party; (fiii) The Administrative Agent shall have received one or more Account Control Agreements a duly executed Committed Loan Notice with respect to the 2015-3 Incremental Loans being borrowed on the Second Lien Amendment No. 3 Effective Date substantially in the form of Exhibit A-1 to the Second Lien Credit Agreement; (iv) certificates of good standing (to the extent such concept exists) from the secretary of state of the state of organization of each Loan Party (or any immediate predecessor thereof) (to the extent such concept exists in such jurisdiction), customary certificates of resolutions or other action, certificates of Responsible Officers of each Loan Party evidencing the identity, authority and delivered by capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Second Lien Amendment No. 3 and the applicable Credit Partiesother Loan Documents to which such Loan Party is to become a party on the Second Lien Amendment No. 3 Effective Date (and in the case of each Australian Loan Party, ▇▇▇▇▇ Fargo Bankresolving that (A) it is in its best interests to execute this Second Lien Amendment No. 3 and, N.A.to the extent applicable, the other Loan Documents to which it be a party on the Second Lien Amendment No. 3 Effective Date, (B) its execution of any such document and the performance of its obligations under them does not and will not cause it to contravene Chapter 2E or Part 2J of the Australian Corporations Act and (C) guaranteeing or securing, as appropriate, any part of the depository bank and the Administrative Agent.Commitment would not cause any guarantee, security or similar limit binding on that Australian Loan Party to be exceeded); (gv) The Administrative Agent shall have received a customary legal opinion of ▇from (A) Cleary, Gottlieb, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP as outside LLP, New York counsel to the Credit Parties in form and substance reasonably acceptable Loan Parties, (B) Young Conway Stargatt & ▇▇▇▇▇▇, LLP, Delaware counsel to certain of the Loan Parties, (C) King & Wood Mallesons, Australian counsel to the Administrative AgentLenders, (D) ▇▇▇▇▇ & ▇▇▇▇▇ LLP, England and Wales counsel to the Lenders and (E) ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, Singapore counsel to the Lenders; (vi) a solvency certificate from a Financial Officer of Holdings (after giving effect to the 2015-3 Incremental Loans) substantially in the form of Exhibit B hereto; (vii) [Reserved]; and (viii) an officer’s certificate dated the Second Lien Amendment No. 3 Effective Date from a Responsible Officer of the Borrower Representative substantially in the form of Exhibit A hereto. (hb) The the Administrative Agent shall have received an officer’s certificate from each Credit Party certifying such Person’s received, at least three (A3) officers’ incumbencyBusiness Days prior to the Second Lien Amendment No. 3 Effective Date, all documentation and other information about Holdings and the Borrowers required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT that has been requested in writing at least ten (B10) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect Business Days prior to this Agreement.the Second Lien Amendment No. 3 Effective Date; (ic) The Administrative Agent shall have received (A) evidence reasonably satisfactory to it that the Borrower has entered into commodity Hedging Arrangements in accordance with Section 5.15 representations and warranties of the Credit Agreement, as amended by this Agreement, Loan Parties contained in the Loan Documents shall be true and (B) an updated Schedule 4.23 setting forth the information required by Section 4.23 of the Credit Agreement, as amended by this Agreement, correct in all material respects on and as of the Second Lien Amendment No. 3 Effective Date.; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates; (jd) The Administrative Agent no Default shall exist, or would result from the incurrence of the 2015-3 Incremental Loans or from the application of the proceeds therefrom; (e) all fees and, to the extent invoiced at least two (2) Business Days prior to the Second Lien Amendment No. 3 Effective Date (except as otherwise reasonably agreed by the Borrower Representative), due under the Engagement Letter dated as of December 9, 2015 (the “Engagement Letter”) shall have received such other documentsbeen paid; and (f) the borrowings of the 2015-2 First Lien Incremental Term Loans shall have occurred, governmental certificates, agreements, and lien searches as or shall occur substantially concurrently with borrowings under the Administrative Agent or any Lender may reasonably request2015-3 Incremental Loans contemplated hereunder.

Conditions to Effectiveness. This Agreement shall become effective on the Effective Date and enforceable against the parties hereto upon the occurrence The effectiveness of this Amendment is subject to satisfaction of each of the following conditions precedentconditions: 3.1 receipt by Agent of copies of this Amendment duly executed by each Borrower and Lenders; 3.2 receipt by Agent of a copy of the Amended and Restated Revolving Note duly executed by each Borrower in favor of GE Capital Bank; 3.3 receipt by Agent of a copy of the Amended and Restated Fee Letter duly executed by each Borrower in favor of GE Capital; 3.4 receipt by Agent of a copy of the Second Amendment Disclosure Letter duly executed by each Borrower; 3.5 receipt by Agent of a copy of the Acknowledgment of Parent duly executed by Landec; 3.6 receipt by Agent of a copy of the Acknowledgment of Creditor duly executed by General Electric Capital Corporation; 3.7 receipt by Agent of a certificate from an authorized person of each Borrower certifying to (a) The Administrative Agent shall have received multiple original counterpartsthe articles/certificate of formation or other applicable formation document and all amendments thereto, as requested of such Borrower, certified by the Administrative Agent, of this Agreement, duly and validly executed and delivered by duly authorized officers secretary of the Borrowerstate of its jurisdiction of formation, the Guarantors, the Administrative Agent, the Issuing Lender and all of the Lenders. (b) The Administrative the bylaws/operating agreement or other applicable governing document, and all amendments thereto, of such Borrower, (c) resolutions of such Borrower, and (d) the incumbency and signatures of the officers or representatives of such Borrower executing this Amendment and the other Loan Documents to which it is a party on the Second Amendment Effective Date; 3.8 receipt by Agent shall of a certificate of Borrower Representative to the effect that (a) each condition set forth in Sections 3.12 and 3.13 have received been satisfied, and (b) both the Borrowers taken as a Note payable to whole and each Lender requesting a Note in the amount of its Commitments Borrower individually are Solvent after giving effect to this Agreement, duly and validly executed and delivered by duly authorized officers the consummation of the Borrower.transactions contemplated by this Amendment, including the payment of all fees and expenses payable hereunder; (c) The Borrower shall have paid 3.9 receipt by Agent of (a) all reasonable out-of-pocket costs and expenses that have been invoiced and are payable pursuant to Section 9.1 the legal opinion of the Credit AgreementO▇▇▇▇▇, and (b) all fees owing pursuant to that certain Engagement Letter dated as of April 26, 2016 among H▇▇▇▇▇▇▇▇▇ Fargo Bank, N.A., & S▇▇▇▇▇▇▇▇ Fargo SecuritiesLLP, LLC special counsel for Borrowers, and Jagged Peak Energy LLC.(b) Squire P▇▇▇▇▇ B▇▇▇▇ (US) LLP, special Ohio counsel for GLI, each in form and substance satisfactory to Agent; (d) The Administrative 3.10 receipt by Agent shall have received duly executed Mortgagesof such other documents and certificates as Agent may reasonably request relating to the authorization of this Amendment and the transactions contemplated hereby by each Borrower and any other legal matters relating to Borrowers, the Loan Documents or supplements to existing Mortgagesthe transactions contemplated hereby, all in form and substance reasonably satisfactory to the Administrative Agent encumbering not less than 90% (Agent; 3.11 payment by PV10) Borrowers of the Credit Parties’ Proven Reserves all fees and 90% (other amounts due and payable by PV10) of the Credit Parties’ PDP Reserves, in each case, as described in the most recently delivered Engineering Report. (e) The Administrative Agent shall have received satisfactory title information and be satisfied in its sole discretion with the title them on or prior to the Oil and Gas Properties included in the Borrowing Base, and that such Oil and Gas Properties constitute (i) at least 80% of the PV10 of the Proven Reserves of the Borrower and its Subsidiaries evaluated in the most recently delivered Independent Engineering Report, and (ii) that the Borrower has good and marketable title to its Oil and Gas Properties, subject to no other liens (other than Permitted Liens). (f) The Administrative Agent shall have received one or more Account Control Agreements duly executed and delivered by the applicable Credit Parties, ▇▇▇▇▇ Fargo Bank, N.A., as the depository bank and the Administrative Agent. (g) The Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP as outside counsel to the Credit Parties in form and substance reasonably acceptable to the Administrative Agent. (h) The Administrative Agent shall have received an officer’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to this Agreement. (i) The Administrative Agent shall have received (A) evidence reasonably satisfactory to it that the Borrower has entered into commodity Hedging Arrangements in accordance with Section 5.15 of the Credit Agreement, as amended by this Agreement, and (B) an updated Schedule 4.23 setting forth the information required by Section 4.23 of the Credit Agreement, as amended by this Agreement, as of the Second Amendment Effective Date, including the reimbursement or payment of all reasonable out-of-pocket expenses (including the reasonable fees and expenses of counsel) incurred in connection with this Amendment; 3.12 since May 26, 2013, there has been no Material Adverse Effect; and 3.13 the absence of any Default or Event of Default. (j) The Administrative Agent shall have received such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent or any Lender may reasonably request.

Conditions to Effectiveness. This Agreement Amendment shall become be effective on the date (the “Amendment Effective Date and enforceable against the parties hereto Date”) upon the occurrence of which the following conditions precedentprecedent have been satisfied: (a) The Administrative Agent shall have received multiple original counterpartsthe following, as requested by the Administrative Agenteach of which shall be originals, of this Agreementfacsimiles or in portable document format (.pdf), duly and validly executed and delivered by duly authorized officers of the Borrowerunless otherwise specified, the Guarantors, the Administrative Agent, the Issuing Lender and all of the Lenders. (b) The Administrative Agent shall have received a Note payable to each Lender requesting a Note in the amount of its Commitments after giving effect to this Agreement, duly and validly executed and delivered by duly authorized officers of the Borrower. (c) The Borrower shall have paid (a) all reasonable out-of-pocket costs and expenses that have been invoiced and are payable pursuant to Section 9.1 of the Credit Agreement, and (b) all fees owing pursuant to that certain Engagement Letter dated as of April 26the Amendment Effective Date, 2016 among ▇▇▇▇▇ Fargo Bank, N.A., ▇▇▇▇▇ Fargo Securities, LLC and Jagged Peak Energy LLC. (d) The Administrative Agent shall have received duly executed Mortgages, or supplements to existing Mortgages, each in form and substance reasonably satisfactory to the Administrative Agent encumbering not less than 90% (by PV10) of and the Credit Parties’ Proven Reserves and 90% (by PV10) of the Credit Parties’ PDP Reserves, in each case, as described in the most recently delivered Engineering Report.Required Lenders: (e) The Administrative Agent shall have received satisfactory title information and be satisfied in its sole discretion with the title to the Oil and Gas Properties included in the Borrowing Base, and that such Oil and Gas Properties constitute (i) at least 80% counterparts of this Amendment executed by the Borrower, the Administrative Agent and each Lender and a Note executed by the Borrower in favor of each Lender requesting a Note; (ii) a certificate of the PV10 chief financial officer of the Proven Reserves Borrower (A) attaching the following and certifying that they have been prepared in good faith based upon reasonable assumptions: (I) consolidated balance sheet of the Borrower and its Subsidiaries evaluated in and a consolidated statement of income of the most recently delivered Independent Engineering ReportBorrower for the year ended December 31, 2010 and three month period ended June 30, 2011, and (iiII) calculations demonstrating pro forma compliance with Section 7.11 of the Credit Agreement after giving effect to this Amendment, as of June 30, 2011 based on the financial statements delivered in accordance with the foregoing clause (I); (iii) a solvency certificate from the chief financial officer of the Borrower; (iv) a certificate executed by a Responsible Officer of the Borrower certifying that: (A) after giving effect to this Amendment, there is no conflict with, or default under, any material agreement of the Borrower or any of its Subsidiaries (including any such agreements entered into in respect of Indebtedness), except for such conflicts or defaults as would not reasonably be expected to have a Material Adverse Effect; (B) all representations and warranties set forth in Section 5 of this Amendment are true and correct as of the Amendment Effective Date prior to and after giving effect to this Amendment; and 004255 000168 HOUSTON 744392.3 (A) from the Secretary or an assistant secretary of the Borrower, certificates of resolutions, incumbency and specimen signatures evidencing the identity, authority and capacity of each of the Borrower’s officers who are authorized to act in connection with this Amendment and the other documents delivered pursuant to this Section 6 and/or authorized to deliver requests for Loans pursuant to the Credit Agreement on and after the Amendment Effective Date, (B) documents and certifications evidencing that the Borrower has is validly existing and in good standing in the State of Utah, and marketable title (C) copies of organizational documents of the Borrower certified by the Secretary or an assistant secretary of the Borrower or a certification that the organizational documents previously delivered to its Oil the Administrative Agent in connection with the Credit Agreement are still in full force and Gas Propertieseffect and have not been amended, subject to no other liens (other than Permitted Liens).modified or waived, in each case as the Administrative Agent may reasonably require; (fvi) The favorable legal opinions (including an opinion regarding the enforceability of the Credit Agreement as amended by this Amendment) covering such matters as the Administrative Agent may reasonably request; and (b) the Borrower shall have received one or more Account Control Agreements duly executed and delivered by the applicable Credit Partiespaid, without duplication, (i) to ▇▇▇▇▇ Fargo BankSecurities, N.A.LLC, as Arranger (the depository bank “Arranger”), for its own account, the fees and expenses then due and payable to the Arranger, (ii) to the Administrative Agent for the account of the applicable Lenders, any fees required to be paid to Lenders on or prior to the Amendment Effective Date; and (iii) other fees and expenses required to be reimbursed or paid by the Borrower pursuant to the Loan Documents, including the reasonable fees and expenses of counsel to the Administrative Agent. (g) The , to the extent invoiced to the Borrower prior to the Amendment Effective Date. Without limiting the generality of the provisions of the last paragraph of Section 9.03 of the Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 6, each Lender shall be deemed to be satisfied with each document delivered to it or other matter required hereunder to be satisfactory to Lenders unless the Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP as outside counsel notice from such Lender prior to the Credit Parties in form and substance reasonably acceptable to the Administrative Agentproposed Amendment Effective Date specifying otherwise. (h) The Administrative Agent shall have received an officer’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to this Agreement. (i) The Administrative Agent shall have received (A) evidence reasonably satisfactory to it that the Borrower has entered into commodity Hedging Arrangements in accordance with Section 5.15 of the Credit Agreement, as amended by this Agreement, and (B) an updated Schedule 4.23 setting forth the information required by Section 4.23 of the Credit Agreement, as amended by this Agreement, as of the Effective Date. (j) The Administrative Agent shall have received such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent or any Lender may reasonably request.

Conditions to Effectiveness. This Agreement shall become effective on The effectiveness of this Amendment is subject to the Effective Date and enforceable against the parties hereto upon the occurrence satisfaction of each of the following conditions precedent:prior to February 14, 2008 (the date on which such conditions have been satisfied referred to herein as the “Effective Date”): (aA) The the receipt by the Administrative Agent of counterparts of this Amendment which, when taken together, bear the signatures of the Borrower, the Guarantors (and any entity required to join the Credit Agreement as a Guarantor pursuant to Section 5.21 of the Credit Agreement) and the Administrative Agent; (B) the receipt by the Administrative Agent of written consents from the Lenders to the Administrative Agent’s execution of this Amendment; (C) the simultaneous consummation of the Qualified IPO in a manner which generates net proceeds which, together with loans under the First Lien Agreement, is sufficient to retire all or a significant portion of the Indebtedness outstanding under the Facility; (D) the execution, delivery and effectiveness of (i) an amendment to the First Lien Agreement substantially in the form of Exhibit A hereto and (ii) an amendment to the Intercreditor Agreement, substantially in the form of Exhibit B hereto; (E) the Administrative Agent shall have received multiple original counterpartsevidence satisfactory to it, as requested by the Administrative Agent, of this Agreement, duly and validly executed and delivered by duly authorized officers including a joinder to Article 10 of the BorrowerCredit Agreement as a Pledgor and a customary UCC-1 financing statement, the Guarantorsthat RHI Entertainment Holdings II, the LLC shall have delivered a perfected security interest in its Equity Interests in Borrower to Administrative Agent, the Issuing Lender Agent (on behalf of itself and all of the Lenders.); (bF) The the Administrative Agent shall have received from the Borrower for the account of the Lenders an amendment fee equal to 0.125% of the outstanding Loans under the Facility held by each existing Lender that executes a Note payable consent authorizing this Amendment on or prior to each Lender requesting a Note 5:00 p.m. (New York City time) on October 12, 2007, such fees to be distributed pro rata according to such consenting Lenders’ existing Loans; (G) the Borrower shall have provided the Administrative Agent with no less than three (3) Business Days advance written notice of the intended consummation of the Qualified IPO and the portion of the Facility to be repaid; (H) the Administrative Agent shall have received, and be satisfied with (in its reasonable discretion) the amount provisions of its Commitments an executed copy, certified by Borrower to be true and correct, of the Parent LLC Agreement; (I) after giving effect to this AgreementAmendment, duly and validly executed and delivered by duly authorized officers no Event of the Borrower. (c) The Borrower Default or Default shall have paid (a) all reasonable out-of-pocket costs occurred and expenses that have been invoiced and are payable pursuant to Section 9.1 of the Credit Agreement, be continuing; and (bJ) all fees owing pursuant to that certain Engagement Letter dated as of April 26, 2016 among ▇▇▇▇▇ Fargo Bank, N.A., ▇▇▇▇▇ Fargo Securities, LLC the representations and Jagged Peak Energy LLCwarranties contained in Section 6 hereof being true and correct. (d) The Administrative Agent shall have received duly executed Mortgages, or supplements to existing Mortgages, in form and substance reasonably satisfactory to the Administrative Agent encumbering not less than 90% (by PV10) of the Credit Parties’ Proven Reserves and 90% (by PV10) of the Credit Parties’ PDP Reserves, in each case, as described in the most recently delivered Engineering Report. (e) The Administrative Agent shall have received satisfactory title information and be satisfied in its sole discretion with the title to the Oil and Gas Properties included in the Borrowing Base, and that such Oil and Gas Properties constitute (i) at least 80% of the PV10 of the Proven Reserves of the Borrower and its Subsidiaries evaluated in the most recently delivered Independent Engineering Report, and (ii) that the Borrower has good and marketable title to its Oil and Gas Properties, subject to no other liens (other than Permitted Liens). (f) The Administrative Agent shall have received one or more Account Control Agreements duly executed and delivered by the applicable Credit Parties, ▇▇▇▇▇ Fargo Bank, N.A., as the depository bank and the Administrative Agent. (g) The Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP as outside counsel to the Credit Parties in form and substance reasonably acceptable to the Administrative Agent. (h) The Administrative Agent shall have received an officer’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to this Agreement. (i) The Administrative Agent shall have received (A) evidence reasonably satisfactory to it that the Borrower has entered into commodity Hedging Arrangements in accordance with Section 5.15 of the Credit Agreement, as amended by this Agreement, and (B) an updated Schedule 4.23 setting forth the information required by Section 4.23 of the Credit Agreement, as amended by this Agreement, as of the Effective Date. (j) The Administrative Agent shall have received such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent or any Lender may reasonably request.

Conditions to Effectiveness. This Agreement Amendment shall become be effective on the Amendment Effective Date and enforceable against the parties hereto upon the occurrence of only if the following conditions precedentare satisfied on or before such Amendment Effective Date: (a) The Administrative Agent shall have received multiple original counterparts, as requested the receipt by the Administrative Agent, Agent of this Agreement, duly and validly Amendment fully executed and delivered by duly authorized officers of the Borrower, the Guarantors, the Administrative Agent, the Issuing Lender and all of the Lenders.parties hereto; (b) The the receipt by the Administrative Agent shall have received a Note of the duly executed Amended and Restated Notes payable to the order of each Lender requesting that has requested a Note in the a principal amount of equal to its Commitments after giving effect to this Agreement, duly and validly executed and delivered by duly authorized officers Maximum Credit Amount dated as of the Borrower.date hereof; (c) The Borrower shall have paid (a) all reasonable out-of-pocket costs and expenses that have been invoiced and are payable pursuant the payment to Section 9.1 the Administrative Agent of the Credit Agreement, and (b) all fees owing pursuant to that certain Engagement Letter dated as are due and all expenses, including any billed fees and disbursements of April 26, 2016 among ▇▇▇▇▇▇▇ Fargo Bank, N.A., ▇▇▇▇▇ Fargo SecuritiesLLP, LLC and Jagged Peak Energy LLC.in connection with this Amendment; (d) the receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of Borrower and each Guarantor setting forth i) resolutions of its board of directors with respect to the authorization of such Borrower or Guarantor to execute and deliver this Amendment, the Mortgages, the Mortgage Amendments and other documents executed in connection with Amendment to which it is a party and to enter into the transactions contemplated in those documents, ii) the officers of such Loan Party (y) who are authorized to sign the Amendment, the Mortgages, the Mortgage Amendments and other documents executed in connection with Amendment to which the Borrower and/or each Guarantor is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Amendment and the Project Moose Acquisition, iii) specimen signatures of such authorized officers, and iv) the articles or certificate of incorporation and bylaws of such Loan Party, certified as being true and complete. The Administrative Agent shall have received duly executed Mortgages, or supplements to existing Mortgages, in form and substance reasonably satisfactory to the Lenders may conclusively rely on such certificate until the Administrative Agent encumbering not less than 90% (by PV10) of receives notice in writing from the Credit Parties’ Proven Reserves and 90% (by PV10) of Borrower to the Credit Parties’ PDP Reserves, in each case, as described in the most recently delivered Engineering Report.contrary; (e) The the receipt by the Administrative Agent shall have received satisfactory title information and be satisfied in its sole discretion of certificates of the appropriate State agencies with the title respect to the Oil existence, qualification and Gas Properties included in the Borrowing Base, and that such Oil and Gas Properties constitute (i) at least 80% good standing of the PV10 of the Proven Reserves of the Borrower and its Subsidiaries evaluated in the most recently delivered Independent Engineering Report, and (ii) that the Borrower has good and marketable title to its Oil and Gas Properties, subject to no other liens (other than Permitted Liens).each Guarantor; (f) The the receipt by the Administrative Agent of a compliance certificate which shall have received one or more Account Control Agreements be substantially in the form of Exhibit D to the Credit Agreement, duly and properly executed by a Responsible Officer and delivered by dated as of the applicable Credit Parties, ▇▇▇▇▇ Fargo Bank, N.A., as the depository bank and the Administrative Agent.date of Amendment Effective Date; (g) The the receipt by the Administrative Agent shall have received a legal opinion of the opinions of ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, special counsel to the Borrower, and Liskow & ▇▇▇▇▇▇▇ LLP as outside , special Louisiana counsel to the Credit Parties Borrower, in form and substance reasonably acceptable satisfactory to the Administrative Agent.; (h) The the receipt by the Administrative Agent shall have received an officer’s of a certificate from each of insurance coverage of the Borrower evidencing that the Borrower is carrying insurance in accordance with Section 7.12 of the Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to this Agreement.; (i) The the receipt by the Administrative Agent shall have received (A) evidence reasonably satisfactory to it of a certificate of a Responsible Officer of the Borrower certifying that the Borrower has entered into commodity Hedging Arrangements in accordance with Section 5.15 of received all consents and approvals required for this Amendment and the Credit Agreement, as amended by this Agreement, and (B) an updated Schedule 4.23 setting forth the information required by Section 4.23 of the Credit Agreement, as amended by this Agreement, as of the Effective Date.Project Moose Acquisition; (j) The the receipt by the Administrative Agent shall have received of appropriate judgment, tax, bankruptcy and UCC search certificates; and (k) the receipt by the Administrative Agent of such other documents, governmental certificates, agreements, and lien searches documents as the Administrative Agent or any Lender its special counsel may reasonably request.

Conditions to Effectiveness. This Agreement The obligations of the Lenders to make Loans hereunder and of the Issuing Banks to issue Letters of Credit hereunder, and the effectiveness of any amendment to a Letter of Credit that increases the principal amount thereof, shall not become effective until the date on the Effective Date and enforceable against the parties hereto upon the occurrence which each of the following conditions precedentis satisfied: (a) The Administrative Agent shall have received multiple original counterparts, as requested by the Administrative Agent, of (i) this Agreement, duly and validly executed and delivered by a duly authorized officers officer of the Borrower, with a counterpart for each Lender, (ii) the GuarantorsBorrower Pledge Agreement, executed and delivered by a duly authorized officer of the Borrower, with a counterpart or a conformed copy for each Lender, (iii) each of the Parent Guaranty, the Administrative AgentAffiliate Guaranty and the Subsidiary Guaranty, the Issuing Lender each executed and all delivered by a duly authorized officer of the Lendersrelevant Loan Parties, with a counterpart or a conformed copy for each Lender, and (iv) the Security Agreement, executed and delivered by a duly authorized officer of the Borrower, with a counterpart or a conformed copy for each Lender. (b) The Administrative Agent shall have received received, with a Note payable to counterpart for each Lender requesting Lender, a Note in the amount of its Commitments after giving effect to this Agreement, duly and validly executed and delivered by duly authorized officers copy of the Borrowerresolutions of the Board of Directors of each Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Loan Party is a party certified by the Secretary or an Assistant Secretary of such Loan Party as of the Closing Date, which certificate shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded. (c) The Borrower Administrative Agent shall have paid (a) all reasonable out-of-pocket costs received, with a counterpart for each Lender, true and expenses that have been invoiced and are payable pursuant to Section 9.1 complete copies of the Credit Agreementcertificate of incorporation and by-laws of each Loan Party, and (b) all fees owing pursuant to that certain Engagement Letter dated certified as of April 26, 2016 among ▇▇▇▇▇ Fargo Bank, N.A., ▇▇▇▇▇ Fargo Securities, LLC the Closing Date as complete and Jagged Peak Energy LLCcorrect copies thereof by the Secretary or an Assistant Secretary of such Loan Party. (d) The Administrative Agent shall have received duly received, with a counterpart for each Lender, an executed Mortgages, or supplements legal opinion of counsel to existing Mortgagesthe Loan Parties (which may be in-house), in form and substance reasonably satisfactory to the Administrative Agent encumbering not less than 90% (by PV10) of the Credit Parties’ Proven Reserves and 90% (by PV10) of the Credit Parties’ PDP Reserves, in each case, as described in the most recently delivered Engineering ReportAgent. (e) The Administrative Agent shall have received satisfactory title information the results of a recent search of the Uniform Commercial Code, judgment and be satisfied in its sole discretion tax lien filings which may have been filed with the title respect to the Oil and Gas Properties included in the Borrowing BaseBorrower, and that the results of such Oil and Gas Properties constitute (i) at least 80% of search shall be satisfactory to the PV10 of the Proven Reserves of the Borrower and its Subsidiaries evaluated in the most recently delivered Independent Engineering Report, and (ii) that the Borrower has good and marketable title to its Oil and Gas Properties, subject to no other liens (other than Permitted Liens)Administrative Agent. (f) The Administrative Agent shall have received one or audited financial statements of the Borrower and its Subsidiaries for the year ended December 31, 1995, and unaudited financial statements of the Borrower and its Subsidiaries for each fiscal quarter in 1996 ending 47 more Account Control Agreements duly executed and delivered by than 45 days prior to the applicable Credit PartiesClosing Date, ▇▇▇▇▇ Fargo Bank, N.A., as the depository bank and the Administrative Agentprepared in accordance with GAAP applied on a consistent basis. (g) The Administrative Agent An amendment and restatement of the Parent's revolving credit and letter of credit facility, pursuant to which, among other things, the aggregate commitments thereunder shall be reduced from $400,000,000 to $200,000,000, shall have received a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP become effective (as outside counsel so amended and restated, and as further amended, supplemented or otherwise modified from time to time, the Credit Parties in form and substance reasonably acceptable to the Administrative Agent"Parent Facility"). (h) The Administrative Agent A $400,000,000 increase in the Fingerhut Liquidity Agreement and concurrent increases in the Class B, Class C and Owner Trust Certificates associated therewith shall have received an officer’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to this Agreementbecome effective. (i) The Administrative Agent shall have received (A) evidence reasonably satisfactory to it that the Borrower has entered into commodity Hedging Arrangements in accordance with Section 5.15 of the Credit Agreement, as amended by this Agreement, and (B) an updated Schedule 4.23 setting forth the information required by Section 4.23 of the Credit Agreement, as amended by this Agreement, as of the Effective Date. (j) The Administrative Agent shall have received such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent or any Lender may reasonably request.

Conditions to Effectiveness. This Agreement shall become effective on The obligation of the Effective Date and enforceable against --------------------------- Administrative Agent (as agent for the parties hereto upon applicable Owner or Owners) to make an Incremental Purchase is subject to the occurrence satisfaction of the following conditions precedent: (a) The Administrative Agent Closing Date shall have received multiple original counterparts, as requested by the Administrative Agent, of this Agreement, duly and validly executed and delivered by duly authorized officers of the Borrower, the Guarantors, the Administrative Agent, the Issuing Lender and all of the Lenders.occurred; (b) An officer's certificate of each of the Seller, the Servicer and the Guarantor, dated the Effective Date and executed by a Responsible Officer of each such Person, certifying that the representations and warranties contained in Sections 4.03A, 5.01 and 5.03 hereof are true and correct as if such representations and warranties were made on the Effective Date; (c) The Administrative Agent shall have received a Note payable to each Lender requesting a Note in the amount of its Commitments after giving effect to this Agreement, duly Purchase Notice and validly executed and delivered by duly authorized officers of the Borrower. (c) The Borrower shall have paid (a) all reasonable out-of-pocket costs and expenses that have been invoiced and are payable pursuant to Section 9.1 of Tranche Selection Notice for the Credit Agreement, and (b) all fees owing pursuant to that certain Engagement Letter dated as of April 26, 2016 among ▇▇▇▇▇ Fargo Bank, N.A., ▇▇▇▇▇ Fargo Securities, LLC and Jagged Peak Energy LLC.initial Incremental Purchase hereunder; (d) The Administrative Agent shall have received duly executed MortgagesA computer file or tape containing a true and complete list of all Receivables, or supplements to existing Mortgagesidentified by account number, in form account name and substance reasonably satisfactory to the Administrative Agent encumbering not less than 90% (by PV10) aggregate Outstanding Balance of the Credit Parties’ Proven Reserves and 90% (by PV10) of the Credit Parties’ PDP Reserves, in each case, as described in the most recently delivered Engineering Report.Receivable; (e) The Administrative Agent shall have received satisfactory title Certified copies of requests for information and be satisfied in its sole discretion with the title to the Oil and Gas Properties included in the Borrowing Base, and that such Oil and Gas Properties constitute or copies (iForm UCC-11) at least 80% of the PV10 of the Proven Reserves of the Borrower and its Subsidiaries evaluated in the most recently delivered Independent Engineering Report, and (ii) that the Borrower has good and marketable title to its Oil and Gas Properties, subject to no other liens (other than Permitted Liens). (f) The Administrative Agent shall have received one or more Account Control Agreements duly executed and delivered a similar search report certified by the applicable Credit Parties, ▇▇▇▇▇ Fargo Bank, N.A., as the depository bank and the Administrative Agent. (g) The Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP as outside counsel to the Credit Parties in form and substance reasonably parties acceptable to the Administrative Agent.) dated a date reasonably near the date of the initial Incremental Purchase listing all effective financing statements which name the Seller or AmeriSource (under their respective present names and any previous names) as debtor and which are filed in jurisdictions in which filings were made pursuant to the filing of financing statements on Form UCC-1, together with copies of such financing statements (none of which shall cover any Receivables or Contracts or inventory or goods the sale of which may give rise to a Receivable); (f) Copies of proper financing statements (Form UCC-3), if any, necessary under the laws of all appropriate jurisdictions to release all security interests and other rights of any Person in Receivables previously granted by the Seller, AmeriSource or any Affiliate thereof; (g) Either (i) undated duly executed lockbox transfer letters substantially in the form of Exhibits G-1 or G-2 or (ii) an executed lockbox letter agreement substantially in the form of Exhibits G-3 or G-4 addressed to or from, as applicable, each Permitted Lockbox Bank or Permitted Concentration Account Bank (together, the "Account Transfer Letter"); ----------------------- (h) The Administrative Agent shall have received an officer’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to this Agreement.A Monthly Report for April 1999; (i) The Administrative Agent shall have received (A) evidence reasonably satisfactory to it that the Borrower has entered into commodity Hedging Arrangements in accordance with Section 5.15 An executed copy of the Credit Agreement, as amended by this Agreement, Intercreditor Agreement and (B) an updated Schedule 4.23 setting forth the information required by Section 4.23 of the Credit Agreement, as amended by this Agreement, as of the Effective Date.each document or certificate delivered in connection therewith; and (j) The Administrative Agent shall have received A favorable opinion or opinions of counsel for AmeriSource, dated the Effective Date, relating to perfection and priority of the Seller's security interest in the applicable Receivables and such other documents, governmental certificates, agreements, and lien searches matters as the Administrative Agent or any Lender may reasonably request; (k) A favorable opinion or opinions of counsel for the Seller, dated the Effective Date, relating to perfection and priority of the Owners' ownership or security interest in the Purchased Assets and such other matters as the Administrative Agent may reasonably request; (l) Such other documents as the Buyer shall reasonably request.

Conditions to Effectiveness. This Agreement Fourth Amendment shall become effective on as of February 26, 2009 (the “Fourth Amendment Effective Date and enforceable against the parties hereto upon the occurrence Date”), if each of the following conditions precedentprecedent shall have been satisfied on or prior to February 27, 2009: (a) The Administrative Agent shall have received multiple original counterpartsreceived, as requested by the Administrative with a copy for each Funding Agent, of this Agreement, Fourth Amendment duly and validly executed and delivered by duly authorized officers of the BorrowerIssuer, the Guarantors, Administrator and the Administrative Agent, the Issuing Lender and all of the Lenders.Indenture Trustee; (b) The representations and warranties of the Issuer and VMS contained in the Transaction Documents to which each is a party shall be true and correct in all material respects as of the Fourth Amendment Effective Date as if made as of the Fourth Amendment Effective Date; (c) The Purchaser Group Invested Amount with respect to each Purchaser Group is less than or equal to the Maximum Purchaser Group Invested Amount with respect to such Purchaser Group set forth in Schedule I as amended by this Fourth Amendment; (d) The Indenture Trustee and the Administrative Agent shall have received a Note payable to each Lender requesting a Note the Consent of Purchaser Groups in the amount form of its Commitments after giving effect Exhibit B to this AgreementFourth Amendment, duly executed by the CP Conduit Purchasers, the APA Banks and validly executed and delivered by duly authorized officers of the Borrower.Administrative Agent; (ce) The Borrower shall have paid (a) all reasonable out-of-pocket costs Indenture Trustee and expenses that have been invoiced and are payable pursuant to Section 9.1 of the Credit Agreement, and (b) all fees owing pursuant to that certain Engagement Letter dated as of April 26, 2016 among ▇▇▇▇▇ Fargo Bank, N.A., ▇▇▇▇▇ Fargo Securities, LLC and Jagged Peak Energy LLC. (d) The Administrative Agent shall have received duly executed Mortgages, or supplements to existing Mortgages, in form the Third Amended and substance reasonably satisfactory Restated Fee Letter relating to the Administrative Agent encumbering not less than 90% (by PV10) of the Credit Parties’ Proven Reserves and 90% (by PV10) of the Credit Parties’ PDP Reserves, in each case, as described in the most recently delivered Engineering Report. (e) The Administrative Agent shall have received satisfactory title information and be satisfied in its sole discretion with the title to the Oil and Gas Properties included in the Borrowing Base, and that such Oil and Gas Properties constitute (i) at least 80% of the PV10 of the Proven Reserves of the Borrower and its Subsidiaries evaluated in the most recently delivered Independent Engineering Report, and (ii) that the Borrower has good and marketable title to its Oil and Gas Properties, subject to no other liens (other than Permitted Liens). (f) The Administrative Agent shall have received one or more Account Control Agreements duly executed and delivered by the applicable Credit Parties, Series ▇▇▇▇-▇ Fargo Bank, N.A., as the depository bank and the Administrative Agent. (g) The Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP as outside counsel Supplement in the form of Exhibit C to this Fourth Amendment, duly executed by the Credit Parties in form Issuer, the Administrator, the Administrative Agent and substance reasonably acceptable each Funding Agent; and (f) The Issuer shall have paid to the Administrative Agent. (h) The Administrative Agent shall have received an officer’s certificate from on behalf of each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to this Agreement. (i) The Administrative Agent shall have received (A) evidence reasonably satisfactory to it that Purchaser Group the Borrower has entered into commodity Hedging Arrangements in accordance with Section 5.15 fees payable on the date of the Credit AgreementThird Amended and Restated Fee Letter. [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, as amended by this Agreement, and (B) an updated Schedule 4.23 setting forth the information required by Section 4.23 of the Credit Agreement, as amended by this Agreement, as of the Effective DateAS AMENDED. (j) The Administrative Agent shall have received such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent or any Lender may reasonably request.

Conditions to Effectiveness. This Agreement shall become effective on The effectiveness of the Effective Date and enforceable against the parties hereto amendments contained in Section 1 hereof is conditioned upon the occurrence satisfaction of the following conditions precedent:precedent (the date on which all such conditions have been satisfied being referred to herein as the “Amendment Effective Date”): (a) The the Administrative Agent shall have received multiple original counterparts(i) signed written authorization from the Majority Facility Lenders with respect to the Tranche D Term Loan Facility and the US Revolving Credit Facility and the Additional Lenders to execute this Amendment on behalf of such Lenders, as requested (ii) counterparts of this Amendment signed by each of WSCA, the Borrower and the Administrative Agent, of this Agreement, duly and validly executed and delivered by duly authorized officers (iii) counterparts of the Borrower, consent of the Guarantors attached hereto as Annex 1 (the “Consent”) executed by each of the Guarantors, the Administrative Agent, the Issuing Lender and all of the Lenders.; (b) The each of the representations and warranties in Section 4 below shall be true and correct in all material respects on and as of the Amendment Effective Date; (c) the Administrative Agent shall have received a Note payable payment in immediately available funds of (i) those fees previously agreed to by the parties hereto in connection with this Amendment, and (ii) all expenses incurred by the Administrative Agent (including, without limitation, legal fees) reimbursable under the Credit Agreement and for which invoices have been presented; (d) in consideration of this Amendment, the Borrower shall have paid to the Administrative Agent, for the account of each Lender requesting that executes and returns to the Administrative Agent its consent no later than 5:00 p.m. (New York time) on April 11, 2007, a Note in the amount fee equal to 0.05% of its Commitments after such Lender’s Aggregate Exposure (determined prior to giving effect to this Agreement, duly and validly executed and delivered by duly authorized officers of the Borrower.Amendment); (ce) The Borrower shall have paid (a) all reasonable out-of-pocket costs and expenses that have been invoiced and are payable pursuant to Section 9.1 of the Credit Agreement, and (b) all fees owing pursuant to that certain Engagement Letter dated as of April 26, 2016 among ▇▇▇▇▇ Fargo Bank, N.A., ▇▇▇▇▇ Fargo Securities, LLC and Jagged Peak Energy LLC. (d) The Administrative Agent shall have received duly executed Mortgages, or supplements to existing Mortgages, in form and substance reasonably satisfactory to the Administrative Agent encumbering not less than 90% (by PV10) of the Credit Parties’ Proven Reserves and 90% (by PV10) of the Credit Parties’ PDP Reserves, in each case, as described in the most recently delivered Engineering Report. (e) The Administrative Agent shall have received satisfactory title information and be satisfied in its sole discretion with the title to the Oil and Gas Properties included in the Borrowing Base, and that such Oil and Gas Properties constitute (i) at least 80% of the PV10 of the Proven Reserves of the Borrower and its Subsidiaries evaluated in the most recently delivered Independent Engineering Report, and (ii) that the Borrower has good and marketable title to its Oil and Gas Properties, subject to no other liens (other than Permitted Liens). (f) The Administrative Agent shall have received one or more Account Control Agreements duly executed and delivered by the applicable Credit Parties, ▇▇▇▇▇ Fargo Bank, N.A., as the depository bank and the Administrative Agent. (g) The Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP as outside opinions from counsel to the Credit Parties Loan Parties, in form and substance reasonably acceptable to the Administrative Agent.; (hf) The Administrative Agent shall have received an officer’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to this Agreement. (i) The the Administrative Agent shall have received (Ai) evidence commitments (including by way of conversion) from banks and other financial institutions with respect to the Tranche E Term Loans in an aggregate principal amount equal to $294,646,850, (ii) as applicable, (x) a fully executed Lender Addendum with respect to each such bank or other financial institution committing to fund such Tranche E Term Loans (and pursuant to which, on the Amendment Effective Date, such bank or other financial institution shall become a Tranche E Term Loan Lender, for all purposes under the Credit Agreement) or (y) a fully executed Conversion Notice with respect to each Continuing Lender electing to convert its Tranche D Term Loans into Tranche E Term Loans (and pursuant to which on the Amendment Effective Date all of the outstanding principal amount of Tranche D Term Loans held by such Lender shall convert into Tranche E Term Loans); it being agreed and understood that delivery of a fully executed Conversion Notice by a Lender shall be deemed to constitute an authorization by such Lender directing the Administrative Agent to execute this Amendment; (g) the Acquisition and related transactions shall have been consummated simultaneously with the effectiveness of this Amendment, and the documentation governing the Acquisition shall be reasonably satisfactory to it that the Borrower has entered into commodity Hedging Arrangements in accordance with Section 5.15 of the Credit Agreement, as amended by this Agreement, and (B) an updated Schedule 4.23 setting forth the information required by Section 4.23 of the Credit Agreement, as amended by this Agreement, as of the Effective Date.Administrative Agent; and (jh) The the Administrative Agent shall have received such other documents, governmental instruments, certificates, agreements, opinions and lien searches approvals as the Administrative Agent or any Lender it may reasonably request.

Conditions to Effectiveness. This Agreement Amendment shall become be effective on the date (the “Fifth Amendment Effective Date and enforceable against the parties hereto Date”) upon the occurrence of which the following conditions precedentprecedent have been satisfied: (a) The Administrative Agent shall have received multiple original counterpartsAgent’s receipt of the following (which may be by electronic transmission), as requested and in the case of documents delivered by the Administrative AgentBorrower, of this Agreement, duly and validly each properly executed and delivered by duly authorized officers a Responsible Officer of the Borrower, each dated the GuarantorsFifth Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Fifth Amendment Effective Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders party hereto: (i) counterparts of this Amendment executed by the Borrower, the Administrative Agent, and the Issuing Required Lenders (including each Lender for whom the Maturity Date of its Commitment is being changed pursuant to this Amendment); (ii) the Master Assignment and all Assumption Agreement executed by the Lenders party thereto, the Borrower and the Administrative Agent; (iii) a Note executed by the Borrower in favor of each New Lender (as defined in the Master Assignment and Assumption Agreement referenced above) requesting a Note; (iv) the Master Reaffirmation of Guaranties and Security Agreements executed by each of the Lenders.Loan Parties acknowledging and consenting to this Amendment and ratifying and confirming its obligations under the Guaranty and other Loan Documents to which it is a party; (bv) The such Lien searches as the Administrative Agent shall have received a Note payable requested, and such termination statements or other documents as may be necessary to each Lender requesting a Note confirm that the Collateral is subject to no Liens in favor of any Persons (other than the amount of its Commitments after giving effect to this Agreement, duly Liens securing the Obligations and validly executed and delivered the Liens permitted by duly authorized officers of the Borrower. (c) The Borrower shall have paid (a) all reasonable out-of-pocket costs and expenses that have been invoiced and are payable pursuant to Section 9.1 7.01 of the Credit Agreement, and); (bvi) all fees owing pursuant to that certain Engagement Letter dated as each mortgage amendment and deed of April 26trust amendment listed on Schedule I hereto, 2016 among ▇▇▇▇▇ Fargo Bank, N.A., ▇▇▇▇▇ Fargo Securities, LLC executed by the relevant Loan Party for filing concurrently with or promptly after the execution and Jagged Peak Energy LLC.delivery of this Amendment; (dvii) The Administrative Agent shall have received duly executed Mortgagessuch certificates of resolutions or other action, or supplements to existing Mortgages, in form and substance reasonably satisfactory to incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent encumbering not less than 90% may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is party; (by PV10viii) of such documents and certifications as the Credit Parties’ Proven Reserves and 90% (by PV10) of the Credit Parties’ PDP Reserves, Administrative Agent may reasonably require to evidence that each Loan Party is in each case, as described good standing in the most recently delivered Engineering Report.jurisdiction of its incorporation or formation; (eA) The Administrative Agent shall have received satisfactory title information and be satisfied in its sole discretion with the title to the Oil and Gas Properties included in the Borrowing Base, and that such Oil and Gas Properties constitute (i) at least 80% of the PV10 of the Proven Reserves of the Borrower and its Subsidiaries evaluated in the most recently delivered Independent Engineering Report, and (ii) that the Borrower has good and marketable title to its Oil and Gas Properties, subject to no other liens (other than Permitted Liens). (f) The Administrative Agent shall have received one or more Account Control Agreements duly executed and delivered by the applicable Credit Parties, ▇▇▇▇▇ Fargo Bank, N.A., as the depository bank and the Administrative Agent. (g) The Administrative Agent shall have received a legal opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP as outside LLP, counsel to the Credit Parties in form and substance reasonably acceptable Loan Parties, addressed to the Administrative Agent.Agent and the Lenders, covering such matters as the Administrative Agent may reasonably request, and (B) such local counsel opinions, addressed to the Administrative Agent and the Lenders, covering such matters relating to the Loan Parties and real estate Collateral as the Administrative Agent may reasonably request; (hi) The a Borrowing Base Certificate prepared as of November 30, 2010 demonstrating that upon giving effect to the Loans and L/C Obligations outstanding on the Fifth Amendment Effective Date, including any Credit Extensions made on the Fifth Amendment Effective Date, and the payment by the Borrower of all fees and expenses payable on the Fifth Amendment Effective Date Excess Availability shall be not less than $175,000,000 and (ii) immediately before and after giving effect to the Loans outstanding on the Fifth Amendment Effective Date (including any Credit Extensions made on the Fifth Amendment Effective Date) and the payment by the Borrower of all fees and expenses payable on the Fifth Amendment Effective Date, the sum of (A) Excess Availability plus (B) the aggregate amount of funds on deposit in Dominion Accounts held at Bank of America, N.A. shall be not less than $200,000,000; (xi) a field audit report with respect to the accounts receivable and inventory of the Borrower and its Subsidiaries, dated not more than six months prior to the Fifth Amendment Effective Date; (xii) a certificate of a Responsible Officer of the Borrower certifying that as of the Fifth Amendment Effective Date, the Loan Parties are in compliance with the insurance requirements set forth in Section 6.07 of the Credit Agreement, and attaching certificates of insurance evidencing same; and (xiii) a certificate of a Responsible Officer of the Borrower certifying that as of the Fifth Amendment Effective Date, both before and after giving effect to the Amendment and any Credit Extensions being made on the Fifth Amendment Effective Date: (A) the representations and warranties set forth in Section 4 hereof are true and correct, and (B) the satisfaction of the condition set forth in clause (b); (b) there shall not have occurred since December 31, 2009 any event or condition that has had or could be reasonably expected, either individually or in the aggregate, to have a Material Adverse Effect; (c) any fees required to be paid on or before the Fifth Amendment Effective Date shall have been paid; and (d) unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (including any local counsel) to the extent invoiced prior to the Fifth Amendment Effective Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided, that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 9.03 of the Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 5, each Lender (and the Administrative Agent) that has signed this Amendment shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received an officer’s certificate written notice from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect Lender prior to this Agreement. (i) the proposed Fifth Amendment Effective Date specifying its objection thereto. The Administrative Agent shall have received (A) evidence reasonably satisfactory to it that notify the Borrower has entered into commodity Hedging Arrangements in accordance with Section 5.15 and the Lenders of the Credit Agreement, as amended by this Agreement, and (B) an updated Schedule 4.23 setting forth the information required by Section 4.23 of the Credit Agreement, as amended by this Agreement, as of the Fifth Amendment Effective Date. (j) The Administrative Agent shall have received such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent or any Lender may reasonably request.

Conditions to Effectiveness. (a) This Agreement shall become effective on the first date (the “Effective Date Date”) on or after May 9, 2013, when, and enforceable against the parties hereto upon the occurrence only when, each of the following conditions precedenthave been satisfied (or waived) in accordance with the terms therein: (ai) The this Agreement shall have been executed and delivered by the Borrower, the other Credit Parties and the Administrative Agent; (ii) the Administrative Agent shall have received multiple original counterparts, as requested by the Administrative Agent, of this Agreement, duly and validly fully executed and delivered by duly authorized officers Tranche B-1 Participation Notices from Participating Lenders representing 100% of the Borrower, the Guarantors, the Administrative Agent, the Issuing Lender and all aggregate outstanding principal amount of the Lenders.Existing Loans; (biii) The the Administrative Agent shall have received a Note payable certificate of each Credit Party dated as of the Effective Date signed by an Authorized Officer of such Credit Party (i) (A) certifying and attaching the resolutions or similar consents adopted by such Credit Party approving or consenting to the Tranche B-1 Loans, (B) certifying that the certificate or articles of incorporation or formation and by-laws or operating (or limited liability company) agreement of such Credit Party either (x) have not been amended since the Closing Date or (y) are attached as an exhibit to such certificate, and (C) certifying as to the incumbency and specimen signature of each Lender requesting a Note officer executing this Agreement and any related documents on behalf of such Credit Party and (ii) in the amount of its Commitments after giving effect to this Agreement, duly and validly executed and delivered by duly authorized officers case of the Borrower., certifying as to the matters set forth in clauses (vi), (vii) and (viii) below; (civ) The Borrower shall have paid (aA) all reasonable fees and out-of-pocket costs and expenses that required to be paid or reimbursed by the Borrower in connection with this Agreement shall have been invoiced paid or reimbursed and are payable pursuant to Section 9.1 (B) all accrued interest and fees in respect of the Credit Agreement, andExisting Loans outstanding immediately prior to effectiveness of this Agreement shall have been paid; (bv) all fees owing pursuant to that certain Engagement Letter dated as of April 26, 2016 among ▇▇▇▇▇ Fargo Bank, N.A., ▇▇▇▇▇ Fargo Securities, LLC and Jagged Peak Energy LLC. (d) The the Administrative Agent shall have received duly executed Mortgages, or supplements to existing Mortgagesan opinion of H▇▇▇▇ Lovells US LLP, in form and substance reasonably satisfactory to the Administrative Agent encumbering not less than 90% Agent; (by PV10vi) both immediately before and after giving effect to the Effective Date and the incurrence of the Tranche B-1 Loans thereon, all representations and warranties made by each Credit Parties’ Proven Reserves Party contained in the Credit Agreement and 90% in the other Credit Documents shall be true and correct in all material respects (by PV10except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) with the same effect as though such representations and warranties had been made on and as of the Credit Parties’ PDP ReservesEffective Date (except where such representations and warranties expressly relate to an earlier date, in each case, which case such representations and warranties shall have been true and correct in all material respects (except that any representation and warranty that is qualified as described to “materiality” or “Material Adverse Effect” shall be true and correct in the most recently delivered Engineering Report.all respects) as of such earlier date); (evii) The Administrative Agent the representations and warranties in Section 5 of this Agreement shall have received satisfactory title information be true and be satisfied correct in its sole discretion with all material respects as of the title Effective Date; (viii) no Default or Event of Default shall exist on the Effective Date before or after giving effect to the Oil effectiveness hereof and Gas Properties included in the Borrowing Base, and that such Oil and Gas Properties constitute (i) at least 80% incurrence of the PV10 of the Proven Reserves of the Borrower and its Subsidiaries evaluated in the most recently delivered Independent Engineering Report, and (ii) that the Borrower has good and marketable title to its Oil and Gas Properties, subject to no other liens (other than Permitted Liens).Tranche B-1 Loans; (f) The Administrative Agent shall have received one or more Account Control Agreements duly executed and delivered by the applicable Credit Parties, ▇▇▇▇▇ Fargo Bank, N.A., as the depository bank and the Administrative Agent. (gix) The Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP as outside counsel completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to the Real Property Collateral (together with, to the extent applicable, a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and the applicable Credit Parties Party relating thereto). (x) The Lenders shall have received on or prior to the Effective Date, all documentation and other information reasonably requested by them in form writing at least three (3) Business Days prior to the Effective Date in order to allow the Lenders to comply with applicable “know your customer” and substance anti-money laundering rules and regulations, including the Patriot Act. (b) On the Effective Date, upon the satisfaction of the conditions set forth in Section 4(a) hereof, the outstanding amount of Initial Loans of each Converting Lender (or such lesser amount as may be allocated by the Lead Arranger and/or specified by such Converting Lender in its Tranche B-1 Participation Notice) shall be deemed to be exchanged for an equal outstanding amount of Tranche B-1 Loans under the Credit Agreement. Such exchange shall be effected by book entry in such manner, and with such supporting documentation, as may be reasonably acceptable to determined by the Administrative Agent. (hc) On or prior to the Effective Date, the Lenders (including Existing Lenders and the Fronting Banks, if applicable) shall sell and purchase Initial Loans, and make and receive payments, in immediately available funds, among themselves (and the Fronting Banks, if applicable), as directed by the Lead Arranger, in order to permit the exercise of Section 13.7 of the Credit Agreement. All such sales and purchases shall be deemed to have been made in compliance with Section 13.6 and Section 13.7 of the Credit Agreement and are hereby ratified and confirmed. The purchases and sales described in this Section 4(c) shall be effected by book entry in such manner, and with such supporting documentation, as may be reasonably determined by the Administrative Agent Agent. (d) To the extent there exists any Reallocated Loans, promptly following the Effective Date (but not later than 30 days following the Effective Date), each New Lender and each Converting Lender purchasing additional Tranche B-1 Loans shall have received an officerpurchase Reallocated Loans from the Fronting Banks as directed by the Lead Arranger in accordance with such Participating Lender’s certificate from Tranche B-1 Participation Notice and as allocated by the Lead Arranger. Except to the extent otherwise agreed by the Fronting Banks, purchases and sales of Reallocated Loans shall be made on a ratable basis among the Fronting Banks. (e) To the extent there exists any Non-Participating Lenders, such Non-Participating Lenders shall be replaced (and the Initial Loans of such Non-Participating Lenders shall be assumed) by one or more Converting Lenders pursuant to Section 13.7 of the Credit Agreement as directed by the Lead Arranger. To the extent that this Section 4(e) and Section 4.1(c) cannot be effected or otherwise at the election of the Lead Arranger, each Credit Party certifying Participating Lender (other than a Converting Lender (except to the extent such Converting Lender is purchasing additional Tranche B-1 Loans)) shall severally advance Tranche B-1 Loans in Dollars on the Effective Date in accordance with its Tranche B-1 Participation Notice (or such lesser amount as the Lead Arranger may allocate and/or as such Participating Lender may specify in its Tranche B-1 Commitment). Such funding of Tranche B-1 Loans shall be deemed, automatically and without further act by any Person’s , to constitute a simultaneous (A) officers’ incumbency, Borrowing by the Borrower of Tranche B-1 Loans pursuant to Section 2.1(a) of the Credit Agreement and (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect prepayment of Initial Loans of Non-Participating Lenders pursuant to this Agreement. (i) The Administrative Agent shall have received (A) evidence reasonably satisfactory to it that the Borrower has entered into commodity Hedging Arrangements in accordance with Section 5.15 5.1 of the Credit Agreement, as amended by this Agreementand such Participating Lenders shall be Tranche B-1 Lenders, and (B) an updated Schedule 4.23 setting forth the information required by Section 4.23 such advance shall constitute a borrowing of Tranche B-1 Loans, for all purposes of the Credit Agreement, as amended by this Agreement, as of Agreement and the Effective Dateother Credit Documents. (jf) The Administrative Agent Any prepayment of Initial Loans made by the Borrower on the Effective Date but prior to effectiveness of this Agreement may be applied, in the Lead Arranger’s discretion, first, to prepay Initial Loans of Non-Participating Lenders in such manner as the Lead Arranger shall have received such other documents, governmental certificates, agreementsdirect, and lien searches second, to prepay Initial Loans of Participating Lenders on a pro rata basis (or, with respect to any Participating Lender, such lesser amount as the Administrative Agent or any such Participating Lender may reasonably requestagree).

Conditions to Effectiveness. This Agreement shall become effective on The effectiveness of this Third Amendment (including the Effective Date amendments contained in Article II, the acknowledgement contained in Section 2.2 and enforceable against the parties hereto upon agreements contained in Article III) is subject to the occurrence satisfaction (or waiver) of the following conditions precedent:(the date of satisfaction (or waiver) of the following conditions, the “Third Amendment Effective Date”): SECTION 4.1 The Global Agent shall have received a copy of the Third Amendment duly executed by the Borrower, Holdings, each other Credit Party party hereto, the Revolver Agent, the Collateral Agent, the Global Agent, the Required Lenders and the New Lenders. The Lender Consents and this Third Amendment shall have been duly executed by each Increasing Term Lender, Additional Term Lender, Increasing Revolving Lender, Additional Revolving Lender, Increasing Canadian Lender and Additional Canadian Lender, as applicable, such that, upon such execution by all Increasing Term Lenders, Additional Term Lenders, Increasing Revolving Lenders, Additional Revolving Lenders, Increasing Canadian Lenders or Additional Canadian Lenders, (i) the aggregate principal amount of the Converted Term Loans, the Increased Term Loans and the Additional Term Loans is equal to the aggregate principal amount of the Existing Term Loans outstanding immediately prior to the effectiveness of the amendments, acknowledgement and agreements contained herein, (ii) the aggregate amount of the Converted Revolving Commitments, the Increased Revolving Commitments and the Additional Revolving Commitments is equal to the aggregate amount of the Existing Revolving Commitments existing immediately prior to the effectiveness of the amendments, acknowledgement and agreements contained herein, (iii) the aggregate principal amount of the Converted Revolving Loans, the Increased Revolving Loans and the Additional Revolving Loans is equal to the aggregate principal amount of the Existing Revolving Loans existing immediately prior to the effectiveness of the amendments, acknowledgement and agreements contained herein and (iv) the aggregate amount of the Converted Canadian Commitments, the Increased Canadian Commitments and the Additional Canadian Commitments is equal to the aggregate amount of the Existing Canadian Commitments existing immediately prior to the effectiveness of the amendments, acknowledgement and agreements contained herein. SECTION 4.2 At the time of and immediately after the Third Amendment Effective Date and the making of the New Term Loans and the New Revolving Loans, no Default or Event of Default shall have occurred and be continuing. SECTION 4.3 The representations and warranties set forth in Article V of this Third Amendment shall be true and correct in all respects on and as of the Third Amendment Effective Date and the date the New Term Loans and the New Revolving Loans are made with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; provided, however, that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects on such respective dates. SECTION 4.4 The Global Agent shall have received a Notice of Borrowing meeting the requirements of Section 2.08(b) of the Amended Credit Agreement with respect to the New Term Loans to be borrowed on the Third Amendment Effective Date and the Revolver Agent shall have received a Notice of Borrowing meeting the requirements of Section 2.08(b) of the Amended Credit Agreement with respect to any New Revolving Loans to be borrowed on the Third Amendment Effective Date. SECTION 4.5 The Global Agent shall have received opinions of counsel to the Borrower and the Guarantors customary for financings of this type and reasonably acceptable to the Global Agent. SECTION 4.6 The Global Agent shall have received from the Borrower payment in immediately available funds of (i) all accrued costs, fees and expenses (including reasonable fees, expenses and other charges of counsel) to the extent invoiced one (1) Business Day prior to the Third Amendment Effective Date and (ii) all other compensation required to be paid on the Third Amendment Effective Date to the Global Agent and its Affiliates. SECTION 4.7 The Global Agent shall have received in form and substance reasonably satisfactory to the Global Agent and its counsel: (i) a certified copy of the Certificate or Articles of Incorporation or equivalent formation document of each Credit Party and any and all amendments and restatements thereof, certified as of a recent date by the relevant Secretary of State and a copy of any Bylaws or equivalent organizational document of each Credit Party and any and all amendments and restatements thereof, certified by the Secretary or Assistant Secretary (or any other officer) of each Credit Party as being complete as of the Third Amendment Effective Date or a certification by the Secretary or Assistant Secretary (or any other officer) of each Credit Party that such Certificate or Articles of Incorporation or equivalent formation document and such Bylaws or equivalent organizational document have not changed since the Closing Date; (ii) a good standing certificate from the Secretary of State of the state of incorporation, dated as of a recent date, listing all charter documents affecting each Credit Party and certifying as to the good standing of such Credit Party; (iii) copies of the resolutions of the Board of Directors of the Borrower and each Guarantor authorizing and approving the transactions contemplated by this Third Amendment, the Amended Credit Agreement and the execution, delivery and performance of this Third Amendment and the other Loan Documents to which it is a party; and (iv) a certificate of the Secretary or an Assistant Secretary of the Borrower and of each Guarantor, certifying the names and true signatures of the officers of the Borrower or such Guarantor, as the case may be, authorized to sign the Loan Documents to which the Borrower or such Guarantor is a party and any other documents to which the Borrower or any such Guarantor is a party that may be executed and delivered in connection herewith or a certification by the Secretary or Assistant Secretary (or any other officer) of the Borrower or such Guarantor that there have been no changes to the incumbency certified to the Global Agent on the Closing Date. SECTION 4.8 The Global Agent, for the benefit of each New Lender that shall execute a counterpart hereof and return such counterpart to the Global Agent prior to 5:00 p.m., New York City time, on September 3, 2014, shall have received an amendment fee (the “Amendment Fee”) equal to the sum of (i) 0.10% of the sum of (A) the aggregate principal amount of the Converted Term Loans of such New Lender and (B) the aggregate amount of the Converted Revolving Commitments (whether used or unused) of such New Lender and (ii) 0.25% of the sum of (A) aggregate principal amount of the Increased Term Loans of such New Lender and (B) the aggregate principal amount of the Additional Term Loans of such New Lender, in each case, as calculated on the Third Amendment Effective Date. The Amendment Fee payable under this Section 4.8 shall be paid to the Global Agent for the account of the applicable New Lenders, shall be paid in immediately available funds and, once paid, shall not be refundable under any circumstances. (a) The Administrative Borrower (or the Global Agent on its behalf) shall have received multiple original counterpartsapplied, as requested by concurrently with the Administrative Agentconversion of the Converted Term Loans into New Term Loans and the making of the Increased Term Loans and Additional Term Loans (if any), the aggregate proceeds of the Increased Term Loans and the Additional Term Loans (if any) to prepay in full the principal amount of all Existing Term Loans (other than Converted Term Loans). The Borrower shall have, concurrently with the conversion of the Converted Term Loans into New Term Loans and the making of the Increased Term Loans and Additional Term Loans (if any), (i) paid all accrued and unpaid interest and premiums on the aggregate principal amount of the Existing Term Loans and all amounts, if any, due under Section 3.4 hereof and (ii) paid to all Non-Converting Term Lenders all indemnities, cost reimbursements and other Obligations (if any) then due and owing to such Non-Converting Term Lenders under the Loan Documents (prior to the effectiveness of this Agreement, duly Third Amendment) and validly executed and delivered by duly authorized officers of which the Borrower, the Guarantors, the Administrative Agent, the Issuing Lender and all of the LendersBorrower has been notified in writing. (b) The Administrative Borrower (or the Global Agent on its behalf) shall have received a Note payable applied, concurrently with the conversion of the Converted Revolving Loans into New Revolving Loans and the making of New Revolving Loans (other than any Converted Revolving Loans) (if any), the aggregate proceeds of the New Revolving Loans (other than any Converted Revolving Loans) (if any) to each Lender requesting a Note prepay in full the principal amount of its Commitments after giving effect to this Agreementall Existing Revolving Loans (other than Converted Revolving Loans). The Borrower shall have, duly and validly executed and delivered by duly authorized officers concurrently with the conversion of the BorrowerConverted Revolving Loans into New Revolving Loans and the making of the New Revolving Loans (other than any Converted Revolving Loans) (if any), (i) paid all accrued and unpaid interest and premiums on the aggregate principal amount of the Existing Revolving Loans and all amounts, if any, due under Section 3.4 hereof and (ii) paid to all Non-Converting Revolving Lenders all indemnities, cost reimbursements and other Obligations (if any) then due and owing to such Non-Converting Revolving Lenders under the Loan Documents (prior to the effectiveness of this Third Amendment) and of which the Borrower has been notified in writing. (c) The Borrower shall have paid (a) all reasonable out-of-pocket costs and expenses that have been invoiced and are payable pursuant to Section 9.1 have, concurrently with the conversion of the Credit AgreementConverted Canadian Commitments into New Canadian Commitments, and paid to all Non-Converting Canadian Lenders all indemnities, cost reimbursements and other Obligations (bif any) all fees then due and owing pursuant to that certain Engagement Letter dated as of April 26, 2016 among ▇▇▇▇▇ Fargo Bank, N.A., ▇▇▇▇▇ Fargo Securities, LLC and Jagged Peak Energy LLC. such Non-Converting Canadian Lenders under the Loan Documents (d) The Administrative Agent shall have received duly executed Mortgages, or supplements to existing Mortgages, in form and substance reasonably satisfactory prior to the Administrative Agent encumbering not less than 90% (by PV10effectiveness of this Third Amendment) and of the Credit Parties’ Proven Reserves and 90% (by PV10) of the Credit Parties’ PDP Reserves, in each case, as described in the most recently delivered Engineering Report. (e) The Administrative Agent shall have received satisfactory title information and be satisfied in its sole discretion with the title to the Oil and Gas Properties included in the Borrowing Base, and that such Oil and Gas Properties constitute (i) at least 80% of the PV10 of the Proven Reserves of the Borrower and its Subsidiaries evaluated in the most recently delivered Independent Engineering Report, and (ii) that which the Borrower has good and marketable title to its Oil and Gas Properties, subject to no other liens (other than Permitted Liens)been notified in writing. (f) SECTION 4.10 The Administrative Agent Borrower shall have received one or more Account Control Agreements duly executed provided (to the extent reasonably requested in writing at least five (5) Business Days prior to the Third Amendment Effective Date), at least three (3) Business Days prior to the Third Amendment Effective Date, the documentation and delivered other information to the Global Agent and the New Lenders that is required by regulatory authorities under the applicable Credit Parties“know-your-customer” rules and regulations and anti-money laundering rules and regulations, ▇▇▇▇▇ Fargo Bank, N.A., as including the depository bank and the Administrative AgentPatriot Act. (g) The Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP as outside counsel to the Credit Parties in form and substance reasonably acceptable to the Administrative Agent. (h) The Administrative Agent shall have received an officer’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to this Agreement. (i) The Administrative Agent shall have received (A) evidence reasonably satisfactory to it that the Borrower has entered into commodity Hedging Arrangements in accordance with Section 5.15 of the Credit Agreement, as amended by this Agreement, and (B) an updated Schedule 4.23 setting forth the information required by Section 4.23 of the Credit Agreement, as amended by this Agreement, as of the Effective Date. (j) The Administrative Agent shall have received such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent or any Lender may reasonably request.

Conditions to Effectiveness. This Agreement shall become effective on The effectiveness of this Amendment is subject to the Effective Date and enforceable against the parties hereto upon the occurrence satisfaction of the following conditions precedent:precedent or concurrent (the first date all such conditions are satisfied is herein referred to as the “Amendment No. 6 Effective Date”): (a) The this Amendment shall have been duly executed and delivered by the Loan Parties and the Lenders to the Administrative Agent; (b) the Administrative Agent shall have received multiple original counterpartsthe Amendment No. 6 Fee Letter, as requested duly executed by the Administrative Agent, of this Agreement, duly Borrower and validly executed and delivered by duly authorized officers of the Borrower, the Guarantors, the Administrative Agent, the Issuing Lender and all of the Lenders.Lead Arranger; (bc) The the Administrative Agent shall have received a Note payable to each Lender requesting a Note in the amount an opinion of its Commitments after giving effect to this AgreementWeil, duly and validly executed and delivered by duly authorized officers of the Borrower. (c) The Borrower shall have paid (a) all reasonable out-of-pocket costs and expenses that have been invoiced and are payable pursuant to Section 9.1 of the Credit Agreement, and (b) all fees owing pursuant to that certain Engagement Letter dated as of April 26, 2016 among Gotshal & ▇▇▇▇▇▇ Fargo BankLLP, N.A.counsel to the Loan Parties, ▇▇▇▇▇ Fargo Securities, LLC and Jagged Peak Energy LLC. (d) The addressed to the Administrative Agent shall have received duly executed Mortgages, or supplements to existing Mortgagesand the Lenders, in form and substance reasonably satisfactory to the Administrative Agent encumbering not less than 90% (by PV10) of the Credit Parties’ Proven Reserves and 90% (by PV10) of the Credit Parties’ PDP Reserves, in each case, as described in the most recently delivered Engineering Report.Agent; (ed) The the Administrative Agent shall have received satisfactory title information and be satisfied in its sole discretion with the title to the Oil and Gas Properties included in the Borrowing Basecertificates of resolutions or other action, and incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party or is to be a party and attaching copies of the Organization Documents of each Loan Party certified as of a recent date or certifying that such Oil and Gas Properties constitute (i) at least 80% Organization Documents of the PV10 of the Proven Reserves of the Borrower and its Subsidiaries evaluated in the most recently each Loan Party have not been modified since previously delivered Independent Engineering Report, and (ii) that the Borrower has good and marketable title to its Oil and Gas Properties, subject to no other liens (other than Permitted Liens). (f) The Administrative Agent shall have received one or more Account Control Agreements duly executed and delivered by the applicable Credit Parties, ▇▇▇▇▇ Fargo Bank, N.A., as the depository bank and the Administrative Agent., all in form and substance reasonably satisfactory to the Administrative Agent; (ge) The the Administrative Agent shall have received a legal opinion Certificate of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP as outside counsel Good Standing from the relevant jurisdiction of formation or incorporation with respect to the Credit Parties in form and substance reasonably acceptable to the Administrative Agent.each Loan Party; (hf) The the Administrative Agent shall have received an officer’s certificate from the forecasts of financial performance of Holdings and its Subsidiaries for the Fiscal Years 2017 through and including 2022, in form, scope and substance reasonably satisfactory to each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to this Agreement.of the Lenders; (ig) The the representations and warranties set forth in Section 4 hereof shall be true and correct; (h) the Administrative Agent shall have received results of searches (Aincluding, without limitation, lien searches) evidence with respect to the Loan Parties to the extent reasonably satisfactory to it that requested by the Borrower has entered into commodity Hedging Arrangements in accordance with Section 5.15 of the Credit Agreement, as amended by this Agreement, and (B) an updated Schedule 4.23 setting forth the information required by Section 4.23 of the Credit Agreement, as amended by this Agreement, as of the Effective Date.Administrative Agent; (ji) The the Administrative Agent shall have received such other documentsevidence, governmental certificatesin form and substance satisfactory to the Administrative Agent, agreements, and lien searches as that all actions that the Administrative Agent or any Lender may reasonably requestdeem necessary or desirable in order to perfect the Liens created under the Collateral Documents have been taken; (j) all fees required to be paid to the Administrative Agent and the Lead Arranger on the Amendment No. 6 Effective Date pursuant to the Amendment No. 6 Fee Letter shall have been paid (or shall be paid concurrently with the closing of the Amendment); and (k) the Borrower shall have paid on or prior to the Amendment No. 6 Effective Date all reasonable fees, charges and disbursements of counsel to the Administrative Agent (or directly to such counsel if requested by the Administrative Agent) required to be reimbursed or paid in accordance with Section 11.04 of the Credit Agreement to the extent invoiced at least two (2) days prior to the Amendment No. 6 Effective Date (for the avoidance of doubt, a summary statement of such fees, charges and disbursements shall be sufficient documentation for the obligations set forth in this Section 3(k)).

Conditions to Effectiveness. This Agreement (Excluding Provisions Regarding the --------------------------------------------------------------- International Restructuring). All provisions of this Amendment except for those --------------------------- set forth in (S)2 hereof shall become be deemed to be, and shall become, effective on as of the Effective Date and enforceable against referred to above, subject to the parties hereto upon the occurrence satisfaction of the following conditions precedent, on or prior to such date: (a) The Administrative Agent shall have received multiple original counterparts, as requested by the Administrative Agent, one or more counterparts of this Agreement, Amendment duly and validly executed and delivered by duly authorized officers of the BorrowerCompany, Samsonite Europe, and the Guarantors, the Administrative Agent, the Issuing Lender and all of the Majority Lenders. (b) The Administrative Agent shall have received a Note payable to each Lender requesting a Note in statement certified by the amount of its Commitments after giving effect to this Agreement, duly and validly executed and delivered by duly authorized officers principal financial or accounting officer of the BorrowerCompany setting forth in reasonable detail the computation of Excess Cash Flow for the fiscal year of the Company ended January 31, 2000. (c) The Borrower Company shall have paid (a) all reasonable out-of-pocket costs and expenses that have been invoiced the Company hereby covenants and are payable pursuant agrees to Section 9.1 pay, subject to and simultaneously with the effectiveness of the Credit Agreementapplicable provisions of this Amendment) to the Administrative Agent on the Effective Date, and (b) all fees owing pursuant to that certain Engagement Letter dated for the respective accounts of each of those Lenders that, as of April 26the Effective Date, 2016 among ▇▇▇▇▇ Fargo Bankhave duly executed and delivered counterparts of this Amendment to the Administrative Agent, N.A.an amendment fee (the "Amendment Fee") in immediately available funds, ▇▇▇▇▇ Fargo Securitieswhich shall be equal to 0.125% (one-eighth of one percent) of the sum of (i) such Lender's Domestic Term Loan Commitment Percentage of the then outstanding principal amount of the Domestic Term Loan and such Lender's Foreign Term Loan Commitment Percentage of the then outstanding principal amount (expressed as a Dollar Equivalent amount) of the Foreign Term Loan, LLC in each case if applicable, and Jagged Peak Energy LLC(ii) the aggregate amount of such Lender's Commitments, if applicable. (d) The Administrative Agent Company shall have received duly executed Mortgagespaid (and the Company hereby covenants and agrees to pay, or supplements subject to existing Mortgages, in form and substance reasonably satisfactory simultaneously with the effectiveness of this Amendment) to the Administrative Agent encumbering not less than 90% (by PV10) on the Effective Date, for the account of the Credit Parties’ Proven Reserves Administrative Agent, certain fees set forth in the letter agreement between the Company and 90% (by PV10) the Administrative Agent dated as of the Credit Parties’ PDP Reserves, in each case, as described Effective Date (the "Amendment Fee Letter") in the most recently delivered Engineering Report. (e) amounts set forth in the Amendment Fee Letter. The Administrative Agent Amendment Fee Letter shall have received satisfactory title information and be satisfied in its sole discretion with the title to the Oil and Gas Properties included in the Borrowing Base, and that such Oil and Gas Properties constitute (i) at least 80% of the PV10 of the Proven Reserves of the Borrower and its Subsidiaries evaluated in the most recently delivered Independent Engineering Report, and (ii) that the Borrower has good and marketable title to its Oil and Gas Properties, subject to no other liens (other than Permitted Liens). (f) The Administrative Agent shall have received one or more Account Control Agreements been duly executed and delivered by the applicable Credit Parties, ▇▇▇▇▇ Fargo Bank, N.A., as Company and the depository bank Administrative Agent and shall be in full force and effect. (e) All proceedings in connection with the transactions contemplated by (S)1 and this (S)3 of this Amendment and all other documents incident thereto shall be reasonably satisfactory in substance and in form to the Administrative Agent and the Administrative Agent's Special Counsel, and the Administrative Agent and such counsel shall have received all information and such counterpart originals or certified or other copies of such documents as the Administrative Agent may reasonably request. (gf) The Administrative Agent No Default or Event of Default shall have received a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP as outside counsel to the Credit Parties in form and substance reasonably acceptable to the Administrative Agent. (h) The Administrative Agent shall have received an officer’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documentsexist or be continuing, and none shall exist upon (Dor after giving effect to) governmental approvals, if any, with respect to the effectiveness of this Agreement. (i) The Administrative Agent shall have received (A) evidence reasonably satisfactory to it that the Borrower has entered into commodity Hedging Arrangements in accordance with Section 5.15 of the Credit Agreement, as amended by this Agreement, Amendment on and (B) an updated Schedule 4.23 setting forth the information required by Section 4.23 of the Credit Agreement, as amended by this Agreement, as of the Effective Date. (j) The Administrative Agent shall have received such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent or any Lender may reasonably request.

Conditions to Effectiveness. This Agreement First Amendment shall become be effective on the Effective Date and enforceable against the parties hereto only upon the occurrence satisfaction of the following conditions precedent:within the time(s) set forth below. (a) The Administrative Agent shall have received multiple original counterparts, as requested by Within 15 days after the Administrative Agent, Date of this Agreement, duly and validly executed and delivered by duly authorized officers of the BorrowerAmendment, the Guarantorsexecution of an amendment to the ECB Lease which, among other things, extends the Administrative Agent, “Expiration Date” under the Issuing Lender and all of ECB Lease to the Lenders.Amendment Expiration Date (“ECB Lease Amendment”); (b) The Administrative Agent shall have received a Note payable to each Lender requesting a Note in Either: (i) Industry Ventures, LLC (“Industry Ventures”), the amount of its Commitments after giving effect to this Agreement, duly and validly executed and delivered by duly authorized officers current tenant of the Borrower.Building’s third floor (as further defined below, the “Third Floor Expansion Premises”), does not exercise its lease extension option by June 30, 2019, in which event the Industry Ventures lease will expire on March 31, 2020 (the next day, April 1, 2020, being the “Third Floor Expansion Date”); or (cii) The Borrower shall have paid (a) all reasonable out-of-pocket costs Any time before July 1, execution and expenses that have been invoiced delivery by Landlord, Tenant and are payable pursuant to Section 9.1 Industry Ventures of the Credit Agreement, and (b) all fees owing pursuant to that certain Engagement Letter dated as of April 26, 2016 among ▇▇▇▇▇ Fargo Bank, N.A., ▇▇▇▇▇ Fargo Securities, LLC and Jagged Peak Energy LLC. (d) The Administrative Agent shall have received duly executed Mortgages, one or supplements to existing Mortgagesmore agreements, in form and substance reasonably satisfactory to the Administrative Agent encumbering not less than 90% (by PV10) of the Credit Parties’ Proven Reserves and 90% (by PV10) of the Credit Parties’ PDP Reservesall three parties, in each case, as described in the most recently delivered Engineering Report. (e) The Administrative Agent shall have received satisfactory title information and be satisfied in its sole discretion with the title whereby Industry Ventures will agree to the Oil and Gas Properties included in the Borrowing Base, and that such Oil and Gas Properties constitute (i) at least 80% of terminate its lease term to be effective the PV10 of day prior to the Proven Reserves of the Borrower and its Subsidiaries evaluated in the most recently delivered Independent Engineering ReportThird Floor Expansion Date, and (ii) that at Tenant’s election, in its sole and absolute discretion, sublease the Borrower has good and marketable title to its Oil and Gas PropertiesThird Floor Expansion Premises from Tenant for a term commencing on the Third Floor Expansion Date (but in no event ending more than 30 months after the Third Floor Expansion Date) (collectively, subject to no other liens (other than Permitted Liensthe “Industry Ventures Sublease Documents”).; (fc) The Administrative Agent Unless waived by Tenant, in its sole and absolute discretion, within 30 days of the Date of Amendment, Landlord shall have received one or more Account Control Agreements duly executed obtained a subordination, non-disturbance and delivered by attornment agreement (“SNDA”) from Landlord’s current lender (which party is referred to for the applicable Credit Parties, ▇▇▇▇▇ Fargo Bank, N.A., purposes of this Section 3 as the depository bank and the Administrative Agent. (g“Superior Lienor”) The Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP as outside counsel to the Credit Parties in form and substance reasonably acceptable to the Administrative Agent. (h) The Administrative Agent shall have received an officer’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Lease as modified by this Agreement.First Amendment. In addition to any subordination language required by the Superior Lienor, the SNDA shall provide that Tenant’s possession of the Premises shall not be interfered with following a foreclosure or deed in lieu of foreclosure or Superior Lienor’s (or its successors’) otherwise obtaining title to the Building, provided Tenant is not in default beyond any applicable cure periods, and shall otherwise be in form satisfactory to Tenant; and (id) The Administrative Agent Unless waived by Tenant, in its sole and absolute discretion, within 30 days of the Date of Amendment, the effectiveness of the ECB Lease Amendment. Tenant acknowledges that Landlord has no responsibility for encouraging or causing Industry Ventures to not exercise its lease extension option or enter into any Industry Ventures Sublease Documents, and that Tenant shall be solely responsible for doing so, at its sole cost, risk and liability. Further, Tenant acknowledges that Landlord’s obligation with respect to the SNDA shall be limited to making a good faith effort to obtain it in such form as the Superior Lienor generally provides in connection with its standard commercial loans, however, Tenant shall have received (A) evidence reasonably satisfactory the right to it that the Borrower has entered into commodity Hedging Arrangements in accordance with Section 5.15 of the Credit Agreement, as amended by this Agreementnegotiate, and (B) an updated Schedule 4.23 setting forth Landlord shall use its good faith efforts and due diligence in assisting Tenant in the information required by Section 4.23 of negotiation of, revisions to that form directly with the Credit Agreement, as amended by this Agreement, as of the Effective DateSuperior Lienor. (j) The Administrative Agent shall have received such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent or any Lender may reasonably request.

Conditions to Effectiveness. This Amendment Agreement and the amendment and restatement of the Original Credit Agreement as set forth in Section 2 hereof shall become effective on as of the first date (such date being referred to as the “Restatement Effective Date and enforceable against the parties hereto upon the occurrence Date”) when each of the following conditions precedentshall have been satisfied: (a) The Administrative Agent Agent’s receipt of the following, each of which shall have received multiple original counterparts, as requested by be originals or facsimiles of the Administrative Agent, following: (i) executed counterparts of this AgreementAmendment Agreement from Holdings, duly and validly executed and delivered by duly authorized officers of the Borrower, the Guarantors, the Administrative Agent, L/C Issuer and Swing Line Lender, each Lender listed on Schedule 2.01A to the Issuing Lender Amended and all Restated Credit Agreement and Lenders under the Original Credit Agreement constituting the Required Lenders under and as defined in the Original Credit Agreement; (ii) executed counterparts of the Lenders.Guarantor Consent and Reaffirmation (substantially in the form of Annex B attached hereto) from each of the Guarantors; (biii) The Administrative Agent shall have received a Note payable to executed by Borrower in favor of each Lender requesting providing a New Revolving Credit Commitment, Dollar Term B-1 Loan or Euro Term B-1 Loan that has requested a Note at least two Business Days in the amount of its Commitments after giving effect to this Agreement, duly and validly executed and delivered by duly authorized officers advance of the Borrower.Restatement Effective Date; (civ) The Borrower shall have paid (a) all reasonable outa completed “Life-of-pocket costs Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to the Mortgaged Property (together with a notice about special flood hazard area status and expenses that have been invoiced flood disaster assistance duly executed by the Borrower and are payable the applicable Loan Party relating thereto) and, if any such Mortgaged Property is located in a special flood hazard area, evidence of flood insurance to the extent required pursuant to the last sentence of Section 9.1 6.07 of the Credit Agreement, and; (bv) all fees owing pursuant such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to that certain Engagement Letter dated act as of April 26, 2016 among a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Restatement Effective Date; (vi) an opinion from ▇▇▇▇▇▇ Fargo Bank, N.A., ▇▇▇▇▇▇▇▇ Fargo Securities, LLC and Jagged Peak Energy LLC. (d) The Administrative Agent shall have received duly executed Mortgages, or supplements to existing Mortgages, in form and substance reasonably satisfactory to the Administrative Agent encumbering not less than 90% (by PV10) of the Credit Parties’ Proven Reserves and 90% (by PV10) of the Credit Parties’ PDP Reserves, in each case, as described in the most recently delivered Engineering Report. (e) The Administrative Agent shall have received satisfactory title information and be satisfied in its sole discretion with the title to the Oil and Gas Properties included in the Borrowing Base, and that such Oil and Gas Properties constitute (i) at least 80% of the PV10 of the Proven Reserves of the Borrower and its Subsidiaries evaluated in the most recently delivered Independent Engineering Report, and (ii) that the Borrower has good and marketable title to its Oil and Gas Properties, subject to no other liens (other than Permitted Liens). (f) The Administrative Agent shall have received one or more Account Control Agreements duly executed and delivered by the applicable Credit Parties, ▇▇▇▇▇ Fargo Bank, N.A., as the depository bank and the Administrative Agent. (g) The Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP as outside LLP, New York counsel to the Credit Parties Loan Parties, an opinion from Ice ▇▇▇▇▇▇ LLP, Indiana counsel to the Loan Parties, an opinion from ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, P.A., Delaware counsel to the Loan Parties, and an opinion from ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, Florida counsel to the Loan Parties, in each case, or other counsel reasonably satisfactory to the Administrative Agent in the applicable jurisdictions, addressed to the Administrative Agent and the Lenders, and in form and substance reasonably acceptable satisfactory to the Administrative Agent; (vii) a certificate attesting to the Solvency of Borrower and its Subsidiaries (taken as a whole) on the Restatement Effective Date after giving effect to the Amended and Restated Credit Agreement from the Chief Financial Officer of Borrower; and (viii) copies of a recent lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties. (hb) The Administrative Agent and the Joint Bookrunners shall have received an officer’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, all fees and (D) governmental approvals, if any, with respect expenses required to this Agreementbe paid or reimbursed by Borrower as separately agreed between Borrower and the Joint Bookrunners. (i) The Administrative Agent shall have received (A) evidence reasonably satisfactory to it that the Borrower has entered into commodity Hedging Arrangements in accordance with Section 5.15 of the Credit Agreement, as amended by this Agreement, and (B) an updated Schedule 4.23 setting forth the information required by Section 4.23 of the Credit Agreement, as amended by this Agreement, as of the Effective Date. (j) The Administrative Agent shall have received such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent or any Lender may reasonably request.

Conditions to Effectiveness. This Agreement Amendment shall become effective on the date (the “Effective Date and enforceable against the parties hereto upon the occurrence of the following conditions precedentDate”) on which: (a) The the Administrative Agent (or its counsel) shall have received from the Loan Parties and each of the Lenders constituting the Required Lenders under the Existing Credit Agreement, a counterpart of this Amendment signed on behalf of each such party; (b) the Administrative Agent shall have received multiple original counterparts, as requested by the Administrative Agent, of this Agreement, duly (i) true and validly executed and delivered by duly authorized officers complete copies of the Borrower, the Guarantors, the Administrative Agent, the Issuing Lender Organizational Documents of each Loan Party and all a copy of the Lenders. (b) The Administrative Agent shall have received a Note payable to each Lender requesting a Note in the amount of its Commitments after giving effect to this Agreement, duly and validly executed and delivered by duly authorized officers of the Borrower. (c) The Borrower shall have paid (a) all reasonable out-of-pocket costs and expenses that have been invoiced and are payable pursuant to Section 9.1 of the Credit Agreement, and (b) all fees owing pursuant to that certain Engagement Letter dated as of April 26, 2016 among ▇▇▇▇▇ Fargo Bank, N.A., ▇▇▇▇▇ Fargo Securities, LLC and Jagged Peak Energy LLC. (d) The Administrative Agent shall have received duly executed Mortgages, or supplements to existing Mortgagesresolutions, in form and substance reasonably satisfactory to the Administrative Agent encumbering not less than 90% (by PV10) Agent, of the Credit Parties’ Proven Reserves and 90% (by PV10) Board of the Credit Parties’ PDP Reserves, in each caseDirectors or other governing body, as described applicable, of each Loan Party (or a duly authorized committee thereof) authorizing the execution, delivery and performance of this Amendment (and any agreements relating thereto), together with such certificates relating to the good standing of each Loan Party or the substantive equivalent, if any, available in the most recently delivered Engineering Report. (e) The jurisdiction of organization for each Loan Party from the appropriate governmental officer in such jurisdiction as the Administrative Agent shall have received satisfactory title information and be satisfied in its sole discretion with the title to the Oil and Gas Properties included in the Borrowing Base, and that such Oil and Gas Properties constitute (i) at least 80% of the PV10 of the Proven Reserves of the Borrower and its Subsidiaries evaluated in the most recently delivered Independent Engineering Report, may reasonably request and (ii) that a certificate of each Loan Party, dated the Borrower has good and marketable title Effective Date, substantially in the form of Exhibit M to its Oil and Gas Properties, subject the Existing Credit Agreement or otherwise reasonably satisfactory to no other liens (other than Permitted Liens). (f) The Administrative Agent shall have received one or more Account Control Agreements duly executed and delivered by the applicable Credit Parties, ▇▇▇▇▇ Fargo Bank, N.A., as the depository bank and the Administrative Agent., with appropriate insertions, executed by an Authorized Officer of such Loan Party, and attaching the documents referred to in clause (i) above; (gc) The the representations and warranties set forth in Section 2 hereof shall be true and correct and the Administrative Agent shall have received a legal opinion certificate of an Authorized Officer to such effect; (d) the Amendment No. 4 Incremental Term A-1 Loans (as defined in the Amended Credit Agreement) shall have been incurred following, but substantially concurrently with, the effectiveness of this Amendment; (e) the U.S. Borrower shall have (1) reimbursed the Administrative Agent for the reasonable and documented out-of-pocket expenses incurred by it in connection with this Amendment, including the reasonable and documented fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP as outside llp, counsel to for the Credit Parties in form Administrative Agent and substance reasonably acceptable (2) paid to the Administrative Agent., for the account of each Lender that has delivered a counterpart to this Amendment, a consent fee equal to 0.05% of the aggregate principal amount of the Commitments and outstanding Loans held by such Lender (in each case, immediately prior to giving effect to the Amendment and the Incremental Term Facility) (the “Consent Fee”), which, for the avoidance of doubt, represents the Consent Fee payable pursuant to Section 3(c) of the Engagement Letter dated as of February 20, 2019, between the U.S. Borrower and TD Securities (USA) LLC and shall not be paid in addition to such fee; and (hf) The Administrative Agent the Borrowers shall have received an officer’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect provided to this Agreement. (i) The Administrative Agent shall have received (A) evidence reasonably satisfactory to it that the Borrower has entered into commodity Hedging Arrangements in accordance with Section 5.15 of the Credit Agreement, as amended by this Agreement, and (B) an updated Schedule 4.23 setting forth the information required by Section 4.23 of the Credit Agreement, as amended by this Agreement, as of the Effective Date. (j) The Administrative Agent shall have received such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent or any Lender may all information and documentation reasonably requestrequested in writing at least ten (10) days prior to the Effective Date by the Administrative Agent or such Lender for purposes of compliance with the Beneficial Ownership Regulation (as defined in the Amended Credit Agreement) (which information and documentation shall be true and correct in all material respects).

Conditions to Effectiveness. This Agreement Sections 1, 2 and 3 of this Amendment shall become effective on the Effective Date and enforceable against the parties hereto only upon the occurrence satisfaction of all of the following conditions precedentprecedent (the date of satisfaction of such conditions being referred to herein as the "SEVENTH AMENDMENT EFFECTIVE DATE"): A. On or before the Seventh Amendment Effective Date, Holdings and each Borrower shall deliver to Lenders (or to Agent for Lenders with sufficient originally executed copies, where appropriate, for each Lender and its counsel) the following, each, unless otherwise noted, dated the Seventh Amendment Effective Date: (a) 1. Certified copies of its Articles or Certificate of Incorporation, or a Certificate of the corporate secretary or assistant secretary for each of Holdings and each Borrower certifying as of the Seventh Amendment Effective Date that: a. The Administrative Agent shall Certificate or Articles of Incorporation of Holdings or such Borrower have received multiple original counterpartsnot been amended, as requested by modified or otherwise changed since the Administrative AgentClosing Date; b. The Bylaws of Holdings or such Borrower have not been amended, modified or otherwise changed since the Closing Date; and c. The signature and incumbency certificates of this Agreement, duly and validly executed and delivered by duly authorized officers of Holdings and each Borrower delivered in connection with the Borrower, the Guarantors, the Administrative Agent, the Issuing Lender Fifth Amendment and all of the Lenders. (b) The Administrative Agent shall have received a Note payable attached to each Lender requesting a Note in the amount of its Commitments after giving effect such Certificate being delivered pursuant to this Agreement, duly and validly executed and delivered by duly authorized officers of the Borrower. (c) The Borrower shall have paid (a) all reasonable out-of-pocket costs and expenses that have been invoiced and are payable pursuant to Section 9.1 of the Credit Agreement, and (b) all fees owing pursuant to that certain Engagement Letter dated as of April 26, 2016 among ▇▇▇▇▇ Fargo Bank, N.A., ▇▇▇▇▇ Fargo Securities, LLC and Jagged Peak Energy LLC. (d) The Administrative Agent shall have received duly executed Mortgages, or supplements to existing Mortgages, in form and substance reasonably satisfactory to the Administrative Agent encumbering not less than 90% (by PV10) of the Credit Parties’ Proven Reserves and 90% (by PV10) of the Credit Parties’ PDP Reserves, in each case, as described in the most recently delivered Engineering Report. (e) The Administrative Agent shall have received satisfactory title information and be satisfied in its sole discretion with the title to the Oil and Gas Properties included in the Borrowing Base, and that such Oil and Gas Properties constitute (i) at least 80% of the PV10 of the Proven Reserves of the Borrower and its Subsidiaries evaluated in the most recently delivered Independent Engineering Report, and (ii) that the Borrower has good and marketable title to its Oil and Gas Properties, subject to no other liens (other than Permitted Liens). (f) The Administrative Agent shall have received one or more Account Control Agreements duly executed and delivered by the applicable Credit Parties, ▇▇▇▇▇ Fargo Bank, N.A., as the depository bank and the Administrative Agent. (g) The Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP as outside counsel to the Credit Parties in form and substance reasonably acceptable to the Administrative Agent. (h) The Administrative Agent shall have received an officer’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to this Agreement. (i) The Administrative Agent shall have received (A) evidence reasonably satisfactory to it that the Borrower has entered into commodity Hedging Arrangements in accordance with Section 5.15 of the Credit Agreement, as amended by this Agreement, and (B) an updated Schedule 4.23 setting forth the information required by Section 4.23 of the Credit Agreement, as amended by this Agreement4.A.1. correctly reflects, as of the Seventh Amendment Effective Date, the signature and incumbency of each officer of Holdings and each Borrower listed therein and of each officer of Holdings and each Borrower executing this Amendment and each of the Loan Documents (including without limitation the Mortgage Modifications and the Allonges) entered into on or about the Seventh Amendment Effective Date. (j) The Administrative Agent shall have received such other documents2. A good standing certificate of Holdings and each Borrower from the Secretary of State of the jurisdiction of its incorporation and the jurisdiction in which its principal place of business is located, governmental certificateseach dated a recent date prior to the Seventh Amendment Effective Date; 3. Resolutions of Board of Directors of each of Holdings and each Borrower approving and authorizing the execution, agreementsdelivery, and lien searches performance of this Amendment, each of the other Loan Documents entered into on or about the Seventh Amendment Effective Date (including without limitation the Mortgage Modifications) and, in the case of Company and Sun Gro, approving and authorizing the execution, delivery and payment of each Allonge to Revolving Note, substantially in the form of Annex E to this ------- Amendment (collectively, the "ALLONGES"), certified as of the Administrative Agent Seventh Amendment Effective Date by the applicable Loan Party's corporate secretary or an assistant secretary as being in full force and effect without modification or amendment; 4. To the extent that the Certificate being delivered pursuant to Section 4.A.1.c. hereto does not certify as to the signature and incumbency of officers of Holdings or any Lender may reasonably request.Borrower, signature and incumbency certificates of officers of Holdings and/or such Borrower executing this Amendment and each of the other Loan Documents (including without limitation the Mortgage Modifications and the Allonges) entered into on or about the Seventh Amendment Effective Date; 5. Copies of this Amendment executed by Holdings and each Borrower and each Lender, and the Allonges, each executed by Company and Sun Gro, drawn to the order of each Domestic Lender;

Conditions to Effectiveness. This Agreement Amendment shall become effective on the date (the “Amendment No. 1 Effective Date and enforceable against the parties hereto upon the occurrence of the following conditions precedentDate”) on which: (a) The Administrative Agent (or its counsel) shall have received multiple original counterparts, as requested counterparts of this Amendment signed by the Administrative Agent, of this Agreement, duly and validly executed and delivered by duly authorized officers of the Parent Borrower, the Guarantors, the Incremental Term A Dollar Lenders and the Administrative Agent, the Issuing Lender and all of the Lenders. (b) The Administrative Agent shall have received a Note payable to each Lender requesting a Note in the amount legal opinion of its Commitments after giving effect to this Agreement, duly and validly executed and delivered by duly authorized officers of the Borrower. (c) The Borrower shall have paid (a) all reasonable out-of-pocket costs and expenses that have been invoiced and are payable pursuant to Section 9.1 of the Credit Agreement, and (b) all fees owing pursuant to that certain Engagement Letter dated as of April 26, 2016 among ▇▇Ropes & G▇▇▇ Fargo BankLLP, N.A., ▇▇▇▇▇ Fargo Securities, LLC and Jagged Peak Energy LLC. (d) The Administrative Agent shall have received duly executed Mortgages, or supplements counsel to existing Mortgagesthe Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent encumbering not less than 90% (by PV10) of the Credit Parties’ Proven Reserves and 90% (by PV10) of the Credit Parties’ PDP Reserves, in each case, as described in the most recently delivered Engineering Report. (e) The Administrative Agent shall have received satisfactory title information and be satisfied in its sole discretion with the title to the Oil and Gas Properties included in the Borrowing Base, and that such Oil and Gas Properties constitute (i) at least 80% of the PV10 of the Proven Reserves of the Borrower and its Subsidiaries evaluated in the most recently delivered Independent Engineering Report, and (ii) that the Borrower has good and marketable title to its Oil and Gas Properties, subject to no other liens (other than Permitted Liens). (f) The Administrative Agent shall have received one or more Account Control Agreements duly executed and delivered by the applicable Credit Parties, ▇▇▇▇▇ Fargo Bank, N.A., as the depository bank and the Administrative Agent. (g) The Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP as outside counsel to the Credit Parties in form and substance reasonably acceptable to the Administrative Agent. (h) The Administrative Agent shall have received an officer’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to this Agreement. (ic) The Administrative Agent shall have received (Ai) evidence copies of each Organization Document executed and delivered by the Parent Borrower and each Guarantor, as applicable, and, to the extent applicable, certified as of a recent date by the appropriate governmental official, each dated the Amendment No. 1 Effective Date or a recent date prior thereto; (ii) signature and incumbency certificates of the officers of the Parent Borrower and each Guarantor executing this Amendment; (iii) resolutions of the Board of Directors or similar governing body of the Parent Borrower and each Guarantor approving and authorizing the execution, delivery and performance of this Amendment, and certified as of the Amendment No. 1 Effective Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment and (iv) if available, a good standing certificate from the applicable Governmental Authority of the Parent Borrower and each Guarantor’s jurisdiction of incorporation, organization or formation, each dated a recent date prior to the Amendment No. 1 Effective Date. (d) The Administrative Agent, Incremental Term A Dollar Lenders and lead arrangers shall have been paid all fees payable to the Administrative Agent, the Incremental Term A Dollar Lenders and the lead arrangers on the Amendment No. 1 Effective Date (including, without duplication of fees paid pursuant to this Amendment, those set forth in the Fee Letter dated April 28, 2015, by and among the Parent Borrower and the Incremental Term A Lenders party thereto) (it being understood that this condition shall be satisfied with respect to fees owed to the Incremental Term A Dollar Lenders when such fees are received by the Administrative Agent) and, to the extent invoiced at least two (2) Business Days prior to the Amendment No. 1 Effective Date (or as otherwise reasonably satisfactory agreed by the Parent Borrower) out-of-pocket expenses required to it that be paid by the Parent Borrower has entered into commodity Hedging Arrangements in accordance connection with this Amendment pursuant to Section 5.15 10.04 of the Credit Agreement, as amended by this Agreement, including the reasonable fees and expenses of C▇▇▇▇▇ ▇▇▇▇▇▇ & R▇▇▇▇▇▇ llp. (Be) an updated Schedule 4.23 setting forth the information required by Section 4.23 of the Credit Agreement, as amended by this Agreement, as of At least three (3) Business Days prior to the Effective Date. (j) The , the Administrative Agent shall have received such all documentation and other documentsinformation required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, governmental certificatesincluding the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (Title III of Pub. L. 107-56 (signed into law October 26, agreements, and lien searches as 2001)) that has been requested in writing at least ten (10) Business Days prior to the Administrative Agent or any Lender may reasonably request.Amendment No. 1

Conditions to Effectiveness. This Agreement Sections 1 and 2 of this Amendment shall become effective on the Effective Date and enforceable against the parties hereto only upon the occurrence satisfaction of all of the following conditions precedent:precedent (the date of satisfaction of such conditions being referred to herein as the "THIRD AMENDMENT EFFECTIVE DATE"): A. On or before the Third Amendment Effective Date, the Borrower shall deliver to the Banks (aor to Agent for the Banks with sufficient originally executed copies, where appropriate, for each Bank and its counsel) The Administrative Agent shall have received multiple original counterpartsresolutions of the Board of Directors of the Borrower approving and authorizing the execution, as requested delivery, and performance of this Amendment, signed by the Administrative Agent, President or Vice President of this Agreement, duly the Borrower and validly executed and delivered attested to by duly authorized officers the Secretary or any Assistant Secretary of the Borrower, and dated the GuarantorsThird Amendment Effective Date. B. On or before the Third Amendment Effective Date, the Administrative Agent, the Issuing Lender and all of the Lenders. (b) The Administrative Agent shall have received a Note payable to each Lender requesting a Note in the amount of its Commitments after giving effect to this Agreement, duly and validly executed and delivered by duly authorized officers of the Borrower. (c) The Borrower shall have paid (a) all reasonable out-of-pocket costs and expenses that have been invoiced and are payable pursuant to Section 9.1 of the Credit Agreement, and (b) all fees owing pursuant to that certain Engagement Letter dated as of April 26, 2016 among ▇▇▇▇▇ Fargo Bank, N.A., ▇▇▇▇▇ Fargo Securities, LLC and Jagged Peak Energy LLC. (d) The Administrative Agent shall have received duly executed Mortgages, or supplements to existing Mortgages, in form and substance reasonably satisfactory delivered to the Administrative Agent encumbering not less than 90% (by PV10) of the Credit Parties’ Proven Reserves and 90% (by PV10) of the Credit Parties’ PDP Reserves, in each case, as described in the most recently delivered Engineering Report. (e) The Administrative Agent shall have received satisfactory title information and be satisfied in its sole discretion with the title to the Oil and Gas Properties included in the Borrowing Base, and that such Oil and Gas Properties constitute (i) at least 80% of the PV10 of the Proven Reserves of the Borrower and its Subsidiaries evaluated in the most recently delivered Independent Engineering Report, and (ii) that the Borrower has good and marketable title to its Oil and Gas Properties, subject to no other liens (other than Permitted Liens). (f) The Administrative Agent shall have received one or more Account Control Agreements duly executed and delivered by the applicable Credit Parties, ▇▇▇▇▇ Fargo Bank, N.A., as the depository bank and the Administrative Agent. (g) The Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP as outside counsel to the Credit Parties in form and substance reasonably acceptable to the Administrative Agent. (h) The Administrative Agent shall have received an officer’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to this Agreement.: (i) The Administrative for distribution to each Bank that executes and delivers this Amendment to the Agent shall have received on or before the Third Amendment Effective Date, a non-refundable amendment fee equal to 1/4 of 1% of the sum of the outstanding principal amount of the Term Loan of such Bank as of the Third Amendment Effective Date (Aand prior to giving effect to the payment set forth in clause (ii) evidence reasonably satisfactory below) plus the Revolving Loan Commitment prior to it that giving effect to the Borrower has entered into commodity Hedging Arrangements Third Amendment; (ii) for distribution to each Bank, in accordance with its Pro Rata Share, $5,000,000 to be applied to prepay in inverse order of maturity the scheduled installments of principal of the Term Loans as set forth in Section 5.15 4.01; and (iii) for distribution to the Agent and the applicable Banks, all of their respective costs and expenses (including, without limitation, attorneys' fees and disbursements, the fees and costs of the Bank Financial Advisor and the fees and costs of any other consultant or advisor retained by the Agent or the Banks in connection herewith) incurred as of the Third Amendment Effective Date in connection with the administration of the Credit AgreementAgreement and the negotiation, as amended by preparation, execution and delivery of this Agreement, Amendment and (B) an updated Schedule 4.23 setting forth the information required by Section 4.23 of the Credit Agreement, as amended by this Agreement, as of the Effective Date. (j) The Administrative Agent shall have received such other documents, governmental certificates, agreements, certificates and lien searches as instruments delivered hereunder or in connection herewith. The payments made pursuant to Section 3B(i), (ii) and (iii) hereof shall be made in Dollars in immediately available funds at the Administrative Agent or any Lender may reasonably requestPayment Office of the Agent.

Conditions to Effectiveness. This Agreement Amendment (other than this Section 5, which shall become effective on the Effective Date date hereof), each Refinancing Lender’s obligation to provide the Refinancing Term Loans and enforceable against each party’s consent to the parties hereto upon amendments contemplated herein to the occurrence Credit Agreement shall become effective as of the date on which the following conditions precedent:are satisfied or waived (such time, the “Amendment No. 1 Effective Date”): (a) The Administrative Agent (or its counsel) shall have received multiple original counterpartsfrom Initial Holdings, as requested by the Administrative Agent, of this Agreement, duly and validly executed and delivered by duly authorized officers of the BorrowerBidco, the GuarantorsBorrowers, each Refinancing Lender (which collectively constitute the Administrative Agent, the Issuing Lender Required Lenders) and all of the LendersRevolving Lenders under the Credit Agreement either (i) a counterpart of this Amendment signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed counterpart of this Amendment) that such party has signed a counterpart of this Amendment. (b) The Administrative Agent (or its counsel) shall have received a Note payable written opinion (addressed to each Lender requesting a Note in the amount of its Commitments after giving effect to this AgreementAdministrative Agent, duly Refinancing Lenders, Revolving Lenders and validly executed Issuing Banks and delivered by duly authorized officers of the Borrower. (c) The Borrower shall have paid (a) all reasonable out-of-pocket costs and expenses that have been invoiced and are payable pursuant to Section 9.1 of the Credit Agreement, and (b) all fees owing pursuant to that certain Engagement Letter dated as of April 26, 2016 among the Amendment No. 1 Effective Date) of each of (i) ▇▇▇▇▇ Fargo Bank, N.A., ▇▇▇▇▇ Fargo Securities(Guernsey) LLP, LLC and Jagged Peak Energy LLC. (d) The Administrative Agent shall have received duly executed Mortgages, or supplements to existing Mortgages, in form and substance reasonably satisfactory as Guernsey law counsel to the Administrative Agent encumbering not less than 90% (by PV10) of the Credit Parties’ Proven Reserves and 90% (by PV10) of the Credit Parties’ PDP ReservesAgent, in each case, as described in the most recently delivered Engineering Report. (e) The Administrative Agent shall have received satisfactory title information and be satisfied in its sole discretion with the title to the Oil and Gas Properties included in the Borrowing Base, and that such Oil and Gas Properties constitute (i) at least 80% of the PV10 of the Proven Reserves of the Borrower and its Subsidiaries evaluated in the most recently delivered Independent Engineering Report, and (ii) that ▇▇▇▇▇, as Luxembourg law counsel to the Borrower has good and marketable title to its Oil and Gas Properties, subject to no other liens (other than Permitted Liens). (f) The Administrative Agent shall have received one or more Account Control Agreements duly executed and delivered by the applicable Credit Parties, ▇▇▇▇▇ Fargo BankBorrower, N.A., as the depository bank and the Administrative Agent. (giii) The Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP , LLP, as outside New York and Delaware law counsel to Initial Holdings, Bidco and the Borrowers and (iv) Milbank LLP, as English law counsel to the Credit Parties Administrative Agent, in each case in form and substance reasonably acceptable satisfactory to the Administrative Agent. Each applicable party hereby requests such counsel deliver such opinion. (c) The Administrative Agent (or its counsel) shall have received a certificate of Bidco dated as of the Amendment No. 1 Effective Date, as to the matters set forth in paragraphs (f) and (g) of this Section and executed by any Responsible Officer of Bidco. (d) The Administrative Agent (or its counsel) shall have received a certificate of each of Initial Holdings, Bidco and each Borrower, dated as of the Amendment No. 1 Effective Date, substantially in the form delivered to the Administrative Agent on the Effective Date or otherwise in form and substance reasonably satisfactory to the Administrative Agent, executed by any Responsible Officer of such party and including or attaching the documents or certifications, as applicable, referred to in paragraph (e) of this Section. (e) The Administrative Agent (or its counsel) shall have received a copy of (i) each Organizational Document of each of Initial Holdings, Bidco and each Borrower (or a written certification that such party’s Organizational Documents as most recently delivered to the Administrative Agent prior to the Amendment No. 1 Effective Date remain in full force and effect without modification or amendment since such delivery), (ii) signature and (as applicable) incumbency certificates of the Responsible Officers of each of Initial Holdings, Bidco and each Borrower executing the Amendment (or a written certification that such party’s signature and incumbency certificates as most recently delivered to the Administrative Agent prior to the Amendment No. 1 Effective Date remain true and correct), and (iii) copies of resolutions of the board of directors or managers, shareholders, partners, and/or similar governing bodies of each of Initial Holdings, Bidco and each Borrower approving and authorizing the execution, delivery and performance of the Amendment, certified as of the Amendment No. 1 Effective Date by a secretary, an assistant secretary or a Responsible Officer of such party as being in full force and effect without modification or amendment. (f) The representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as of the Amendment No. 1 Effective Date; provided that, in each case, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided further that, in each case, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the Amendment No. 1 Effective Date or on such earlier date, as the case may be. (g) At the time of and immediately after giving effect to the Refinancing Term Loans, no Default or Event of Default shall have occurred and be continuing. (h) The Administrative Agent and the Arrangers shall have received an officer’s certificate from each Credit Party certifying such Person’s received, at least one (A1) officers’ incumbencyBusiness Days prior to the Amendment No. 1 Effective Date, all documentation and other information about the Borrowers as has been reasonably requested in writing at least three (B3) authorizing resolutionsBusiness Days prior to the Amendment No. 1 Effective Date by the Administrative Agent or the Arrangers that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, (C) organizational documents, and (D) governmental approvals, if any, with respect to this Agreementincluding without limitation the USA PATRIOT Act. (i) The Administrative Agent shall have received a Borrowing Request with respect to the Refinancing Term Loans not later than 12:00 p.m. noon, New York City time, one (A1) evidence reasonably satisfactory to it that Business Day before the Borrower has entered into commodity Hedging Arrangements Amendment No. 1 Effective Date and otherwise in accordance with the requirements of Section 5.15 2.03 of the Credit Agreement, as amended by this Agreement, and (B) an updated Schedule 4.23 setting forth the information required by Section 4.23 of the Credit Agreement, as amended by this Agreement, as of the Effective Date. (j) The Administrative Agent or the Arrangers, as applicable, shall have received such other documentsall fees and reasonable, governmental certificates, agreements, documented and lien searches as invoiced out-of-pocket expenses previously agreed in writing by the Administrative Agent or any Lender may reasonably requestthe Arrangers, as applicable, and the Borrowers to be due and payable on the Amendment No. 1 Effective Date to the extent invoiced at least one (1) Business Day prior to the Amendment No. 1 Effective Date. (k) The Borrowers shall have paid to the Administrative Agent for the ratable account of the Lenders holding Initial Term Loans all accrued and unpaid interest on such Initial Term Loans to, but not including, the Amendment No. 1

Conditions to Effectiveness. This Agreement Amendment and the obligations of each Refinancing Term Lender hereunder shall become effective on the date hereof (such date, the “Refinancing Amendment Effective Date Date”) upon satisfaction (or, with respect to Sections 5(a)(ii), (iv) and enforceable against (v) only, waiver by the parties hereto upon the occurrence Administrative Agent) of each of the following conditions precedentconditions: (a) The Administrative Agent shall have received multiple original counterpartsthe following, each of which shall be originals, facsimiles or copies in .pdf form by electronic mail (followed promptly by originals): (i) the Borrower’s counterpart signature page to this Amendment; (ii) each Guarantor’s counterpart signature page to the acknowledgment attached to this Amendment; (iii) executed Lender Addenda by the Continuing Lenders and the Additional Term Lenders; (iv) a customary opinion from Ropes & ▇▇▇▇ LLP, counsel to the Loan Parties; (v) such certificates of good standing or status (to the extent that such concepts exist) from the applicable secretary of state (or equivalent authority) of the jurisdiction of organization of each Loan Party, a certificate of customary resolutions or other customary action of each Loan Party, a customary certificate of a Responsible Officer of each Loan Party and an incumbency certificate of each Loan Party evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party or is to be a party on the Refinancing Amendment Effective Date; (vi) copies of recent Uniform Commercial Code, tax and intellectual property Lien searches and copies of judgment searches, in each case, in each jurisdiction reasonably requested by the Administrative AgentAgent in respect of the Loan Parties; and (vii) a certificate, of this Agreement, duly and validly executed and delivered by duly authorized officers from the chief financial officer of the Borrower, attesting to the Guarantors, the Administrative Agent, the Issuing Lender and all Solvency of the LendersBorrower and its Restricted Subsidiaries, on a consolidated basis, on the Refinancing Amendment Effective Date after giving effect to the incurrence of the Refinancing Term Loans. (b) The Administrative Agent shall have received a Note payable to each Lender requesting a Note in the amount of its Commitments Immediately before and immediately after giving effect to this AgreementAmendment, duly and validly executed and delivered by duly authorized officers no Event of the BorrowerDefault shall exist. (c) The Immediately before and immediately after giving effect to this Amendment, the representations and warranties of the Borrower shall have paid (a) all reasonable out-of-pocket costs and expenses that have been invoiced and are payable pursuant to Section 9.1 each other Loan Party contained in Article V of the Credit AgreementAgreement or in any other Loan Document shall be true and correct in all material respects; provided that, and (b) to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all fees owing pursuant to that certain Engagement Letter dated material respects as of April 26such earlier date; provided, 2016 among ▇▇▇▇▇ Fargo Bankfurther, N.A.that, ▇▇▇▇▇ Fargo Securities, LLC any representation or warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and Jagged Peak Energy LLCcorrect in all respects. (d) The Administrative Agent shall have received duly executed Mortgagespayment of all expenses required to be paid or reimbursed by any Loan Party under or in connection with this Amendment, or supplements to existing Mortgages, including those expenses set forth in form and substance reasonably satisfactory to the Administrative Agent encumbering not less than 90% (by PV10) of the Credit Parties’ Proven Reserves and 90% (by PV10) of the Credit Parties’ PDP ReservesSection 12 hereof, in each case, as described to the extent invoiced in reasonable detail prior to the most recently delivered Engineering Reportdate hereof. (e) The Administrative Agent and the Refinancing Term Lenders shall have received satisfactory title information and be satisfied in its sole discretion with the title at least five (5) days prior to the Oil Refinancing Amendment Effective Date all documentation and Gas Properties included in the Borrowing Base, and that such Oil and Gas Properties constitute (i) at least 80% of the PV10 of the Proven Reserves of other information about the Borrower and its Subsidiaries evaluated each Guarantor reasonably requested in writing by them at least ten (10) days prior to the most recently delivered Independent Engineering ReportRefinancing Amendment Effective Date in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, and (ii) that including the Borrower has good and marketable title to its Oil and Gas Properties, subject to no other liens (other than Permitted Liens)PATRIOT Act. (f) The Administrative Agent shall have received one a certificate, dated the Refinancing Amendment Effective Date and signed by a Responsible Officer of the Borrower, confirming satisfaction of the conditions set forth in Sections 5(b) and 5(c) of this Amendment. Other than the conditions set forth in this Section 5 and in Section 2.15(d) of the Credit Agreement, there are no other conditions (express or more Account Control Agreements duly executed implied) to the Refinancing Amendment Effective Date. For purposes of determining compliance with the conditions specified in this Section 5 and delivered in Section 2.15(d) of the Credit Agreement, each Refinancing Term Lender shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder or thereunder to be consented to or approved by or acceptable or satisfactory to a Refinancing Term Lender under this Amendment unless the applicable Credit Parties, ▇▇▇▇▇ Fargo Bank, N.A., as the depository bank and the Administrative Agent. (g) The Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP as outside counsel notice from such Refinancing Term Lender prior to the Credit Parties in form and substance reasonably acceptable Refinancing Amendment Effective Date specifying its objection thereto. Notwithstanding any other provisions of this Amendment to the Administrative Agent. (h) The Administrative Agent shall have received an officer’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbencycontrary, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to this Agreement. (i) The Administrative Agent shall have received (A) evidence reasonably satisfactory to it that the Borrower has entered into commodity Hedging Arrangements in accordance with Section 5.15 of the Credit Agreement, as amended by this Agreement, and (B) an updated Schedule 4.23 setting forth the information required by Section 4.23 of the Credit Agreement, as amended by this Agreement, as of the Effective Date. (j) The Administrative Agent shall have received such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent or may appoint a fronting lender to act as the sole Additional Term Lender for purposes of facilitating funding on the Refinancing Amendment Effective Date. Accordingly, any Lender may reasonably requestAddendum (Additional Term Lender) submitted by or on behalf of an Additional Term Lender other than such fronting lender will be deemed ineffective unless accepted by the Administrative Agent in its sole discretion.

Conditions to Effectiveness. This Agreement Amendment shall become effective on as of the Effective Date and enforceable against the parties hereto date set forth above upon the occurrence receipt by the Administrative Agent of the following conditions precedentitems: (a) The Administrative Agent there shall have received multiple original counterparts, as requested by the Administrative Agent, of exist no Default immediately after giving effect to this Agreement, duly and validly executed and delivered by duly authorized officers of the Borrower, the Guarantors, the Administrative Agent, the Issuing Lender and all of the Lenders.Amendment; and (b) The the Administrative Agent shall have received a Note payable to each Lender requesting a Note in the amount of its Commitments after giving effect counterpart signature page to this AgreementAmendment, duly and validly executed and delivered by duly authorized officers of the Borrower., the Ultimate Parent, Nexstar Finance Holdings, each Guarantor, the Majority Lenders, the Majority Revolver Lenders and Majority Term B Lenders; and (c) The Borrower shall have paid (a) all reasonable out-of-pocket costs and expenses that have been invoiced and are payable pursuant to Section 9.1 of the Credit Agreement, and (b) all fees owing pursuant to that certain Engagement Letter dated as of April 26, 2016 among ▇▇▇▇▇ Fargo Bank, N.A., ▇▇▇▇▇ Fargo Securities, LLC and Jagged Peak Energy LLC. (d) The Administrative Agent and the Lenders shall have received duly executed Mortgagesa legal opinion of counsel to the Credit Parties, or supplements to existing Mortgageswhich shall be in form, in form scope and substance reasonably satisfactory to the Administrative Agent encumbering not less than 90% and include, without limitation (by PV10i) opinions regarding FCC matters, and (ii) an unqualified no conflicts opinion with respect to (A) the Credit Agreement, (B) the Loan Documents, (C) the Mission Loan Documents, and (D) all public and other indebtedness of each Nexstar Entity and each Mission Entity, including without limitation, the Unsecured Notes; and (d) the representations and warranties set forth in Section 22 of this Amendment shall be true and correct as of the Credit Parties’ Proven Reserves and 90% (by PV10) date of the Credit Parties’ PDP Reserves, in each case, as described in the most recently delivered Engineering Report.this Amendment; and (e) The the Administrative Agent shall have received, in form and substance reasonably acceptable to it, all resolutions, incumbency certificates, certificates of no default, and such other certificates and documents as reasonably requested by the Administrative Agent or Majority Lenders; and (f) the Administrative Agent shall have received, for the pro rata account of the Lenders timely executing and delivering a signature page to this Amendment, an amendment fee equal to one hundred basis points (1.00%) of the Commitment of, and outstanding principal amount of the Term B Loan held by, each such Lender; and (g) the Administrative Agent shall have received satisfactory title information all other invoiced fees and be satisfied expenses due and owing in its sole discretion connection with the title to the Oil this Amendment; and (h) amendments and Gas Properties included in the Borrowing Base, and that such Oil and Gas Properties constitute (i) at least 80% restatements of each of the PV10 Security Documents and each Guaranty Agreement, and, at the request of the Proven Reserves Administrative Agent, confirmations and affirmations of any of the Borrower and its Subsidiaries evaluated in the most recently delivered Independent Engineering Report, and (ii) that the Borrower has good and marketable title to its Oil and Gas Properties, subject to no other liens (other than Permitted Liens). (f) The Administrative Agent shall have received one or more Account Control Agreements duly executed and delivered Loan Documents by the applicable Credit Parties, ▇▇▇▇▇ Fargo Bank, N.A., as in each case reasonably acceptable to the depository bank Administrative Agent and the Administrative Agent.Majority Lenders, provided that, amendments and restatements of the Security Documents and Guaranty Agreements shall contain a provision incorporating by reference all covenants and agreements of the Borrower and the Mission Borrower contained in Articles VI and VII of the Credit Agreement and the Mission Credit Agreement (including all exhibits, schedules and defined terms referred to therein) and all such covenants and agreements so incorporated shall survive any termination, cancellation, discharge or replacement of either (i) the Credit Agreement or (ii) the Mission Credit Agreement); and (gi) The the Administrative Agent shall have received a legal opinion duly-executed First Amendment to the Mission Credit Agreement on terms acceptable to the Administrative Agent and Majority Lenders; and (j) evidence satisfactory to the Administrative Agent of ▇▇▇▇▇▇ & the removal of all anti-assignment or anti-encumbrance clauses in all Nexstar/Mission Agreements; and (k) the Administrative Agent shall have received a Compliance Certificate in the form of Exhibit C attached hereto, which attaches a schedule in form and detail reasonably satisfactory to the Administrative Agent of Consolidated Total Debt, Consolidated Operating Cash Flow, Consolidated Net Income, Consolidated Total Leverage Ratio, Consolidated Senior Leverage Ratio, Consolidated Interest Coverage Ratio, Consolidated Fixed Charge Coverage Ratio and other financial covenant related calculations, each calculated pursuant to the applicable definitions set forth in the Credit Agreement attached as Annex I hereto and as of the date hereof (provided that with respect to Consolidated Operating Cash Flow and Consolidated Net Income, such calculation shall be for the Measurement Period ending on the last day of the most recently completed fiscal quarter of the Borrower for which financial statements have been delivered) in each case demonstrating compliance with the applicable financial covenants set forth in Section 7.09 of the Credit Agreement as set forth in Annex I hereto, prepared by the principal financial or accounting officer of the Borrower; and (l) the Borrower shall have paid all reasonable invoiced fees and expenses of the Administrative Agent's counsel, W▇▇▇▇▇▇▇ LLP as outside counsel to the Credit Parties in form and substance reasonably acceptable to the Administrative AgentPC. (h) The Administrative Agent shall have received an officer’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to this Agreement. (i) The Administrative Agent shall have received (A) evidence reasonably satisfactory to it that the Borrower has entered into commodity Hedging Arrangements in accordance with Section 5.15 of the Credit Agreement, as amended by this Agreement, and (B) an updated Schedule 4.23 setting forth the information required by Section 4.23 of the Credit Agreement, as amended by this Agreement, as of the Effective Date. (j) The Administrative Agent shall have received such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent or any Lender may reasonably request.

Conditions to Effectiveness. This Agreement Amendment shall become be effective on the Effective Date and enforceable against the parties hereto upon the occurrence completion of the following conditions precedent:(each of such documents and/or actions to be in form and substance acceptable to Lender in its sole discretion): (a) The Administrative Agent shall have received multiple original counterparts, as requested by the Administrative Agent, Execution and delivery of this Agreement, duly and validly executed and delivered Amendment by duly authorized officers of the Borrower, the Guarantors, the Administrative Agent, the Issuing Lender and all of the Lenders.parties hereto; (b) The Administrative Agent shall have received a Note payable to each Lender requesting a Note in the amount Execution and delivery by Borrower of its Commitments after giving effect to this Agreement, duly an Amended and validly executed and delivered by duly authorized officers of the Borrower.Restated Revolving Note; (c) The Execution and delivery by Borrower shall have paid (a) all reasonable out-of-pocket costs and expenses that have been invoiced and are payable pursuant to Section 9.1 of the Credit Agreement, and (b) all fees owing pursuant to that certain Engagement Letter dated as of April 26, 2016 among ▇▇▇▇▇ Fargo Bank, N.A., ▇▇▇▇▇ Fargo Securities, LLC and Jagged Peak Energy LLC.a Term Note; (d) The Administrative Agent shall have received duly executed Mortgages, or supplements to existing Mortgages, in form and substance reasonably satisfactory to the Administrative Agent encumbering not less than 90% (Execution of a Subordination Agreement by PV10) each of the Credit Parties’ Proven Reserves and 90% (by PV10) of the Credit Parties’ PDP Reserves, in each case, as described in the most recently delivered Engineering Report.parties thereto; (e) The Administrative Agent shall have received satisfactory title information and be satisfied in its sole discretion with the title to the Oil and Gas Properties included in the Borrowing Base, and that such Oil and Gas Properties constitute (i) at least 80% Delivery of a Perfection Certificate by each of the PV10 of the Proven Reserves of the Borrower and its Subsidiaries evaluated in the most recently delivered Independent Engineering Report, and (ii) that the Borrower has good and marketable title to its Oil and Gas Properties, subject to no other liens (other than Permitted Liens).New Borrowers; (f) The Administrative Agent shall have received one or more Account Control Agreements duly executed and delivered by Delivery of updated schedules to the applicable Credit Parties, ▇▇▇▇▇ Fargo Bank, N.A., as the depository bank and the Administrative Agent.Agreement; (g) The Administrative Agent Execution and delivery of certificates by the secretary or other authorized officer of each of the New Borrowers, and fully executed resolutions of each of the New Borrowers upon which Lender may conclusively rely until superseded by similar certificates delivered to Lender, certifying that (1) all requisite action has been taken in connection with the transactions contemplated hereby and (2) the names, signatures, and authority of each of the New Borrowers’ authorized signers executing the Loan Documents to which it is a party; (h) Delivery of a good standing certificate for each of the New Borrowers dated not more than twenty (20) days prior to the First Amendment Effective Date, issued by the Secretary of State or other appropriate official of each of the New Borrowers’ respective jurisdiction of organization and each jurisdiction where the conduct of its business activities or the ownership of its properties necessitates qualification; (i) Delivery of a copy of the articles of organization, operating agreement and other such similar documents, all certified as true and correct by an authorized officer of each of the New Borrowers; (j) Filing such Uniform Commercial Code Financing Statements, naming each of the New Borrowers as debtor, as Lender may require in order to give record notice of its security interest in the items listed as Collateral; (k) Delivery of resolutions of each of the Existing Borrowers approving this Amendment accompanied by a certificate of the authorized officers of each of the Existing Borrowers; (l) Lender shall have received a the executed legal opinion of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP as outside counsel to the Credit Parties ▇▇▇▇▇, in form and substance reasonably acceptable satisfactory to the Administrative Agent. (h) The Administrative Agent Lender, which shall have received an officer’s certificate from each Credit Party certifying cover such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documentsmatters incident to the transactions contemplated by this Amendment, and (D) governmental approvals, if any, with respect to this Agreement. (i) The Administrative Agent shall have received (A) evidence reasonably satisfactory to it that the Borrower has entered into commodity Hedging Arrangements in accordance with Section 5.15 of the Credit Agreement, other Loan Documents as amended by this Agreement, and (B) an updated Schedule 4.23 setting forth the information required by Section 4.23 of the Credit Agreement, as amended by this Agreement, as of the Effective Date. (j) The Administrative Agent shall have received such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent or any Lender may reasonably requestrequire; (m) Lender shall have reviewed and shall be satisfied with the asset purchase agreement and the other documents executed in connection with the acquisition of substantially all of the assets of GEL Industries, Inc. (DBA Quality Aluminum Forge), including, without limitation, any environmental assessments received in connection therewith and executed leases entered into in connection therewith (the “Purchase Documents”); (n) Payment by Borrower of any and all costs, fees and expenses of Lender (including attorney fees) in connection with this Amendment; and (o) Such other agreements and documents related hereto as Lender may require.

Conditions to Effectiveness. This Agreement shall become effective on the Effective Date and enforceable against the parties hereto upon the occurrence date that each of the following conditions precedentprecedent are satisfied or waived: (a) The Administrative Agent shall have received multiple original counterpartseach of the following, as requested each of which shall be originals or facsimiles or Adobe PDFs delivered by electronic mail (followed promptly by originals) unless otherwise specified: (i) from each party hereto, a counterpart of this Agreement executed by such party; and (ii) a Revolving Loan Note executed by the Administrative Agent, Borrower in favor of this Agreement, duly and validly executed and delivered by duly authorized officers of each Lender that has requested a Revolving Loan Note at least two (2) Business Days prior to the Borrower, the Guarantors, the Administrative Agent, the Issuing Lender and all of the LendersEffective Date. (b) The Administrative Agent Guarantee Requirement shall have received a Note payable to each Lender requesting a Note in the amount of its Commitments after giving effect to this Agreement, duly and validly executed and delivered by duly authorized officers of the Borrowerbeen satisfied. (c) The Borrower Collateralized L/C Collateral Requirement shall have paid (a) all reasonable out-of-pocket costs and expenses that have been invoiced and are payable pursuant to Section 9.1 of the Credit Agreement, and (b) all fees owing pursuant to that certain Engagement Letter dated as of April 26, 2016 among ▇▇▇▇▇ Fargo Bank, N.A., ▇▇▇▇▇ Fargo Securities, LLC and Jagged Peak Energy LLCsatisfied. (d) The Administrative Agent shall have received duly executed Mortgagesreceived: (i) copies of the resolutions of the board of directors, authorized subcommittee thereof, or supplements other equivalent body of each Credit Party authorizing the Transactions to existing Mortgageswhich such Credit Party is a party, certified as of the Effective Date by the Secretary or an Assistant Secretary of such Credit Party; (ii) a certificate of the Secretary or Assistant Secretary of each Credit Party certifying the names and true signatures of the officers of such Credit Party authorized to execute, deliver and perform, as applicable, this Agreement and all other Loan Documents to be delivered by such Credit Party hereunder; (iii) the articles or certificate of incorporation or equivalent document of each Credit Party as in effect on the Effective Date, certified by the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporation or organization as of a recent date; (iv) the bylaws or equivalent documents (including, in form respect of any Credit Party incorporated in Bermuda, its memorandum of association and substance reasonably satisfactory bye-laws) of each Credit Party as in effect on the Effective Date, certified by the Secretary or Assistant Secretary of such Credit Party as of the Effective Date; (v) the register of directors and officers and register of members of each Credit Party incorporated in Bermuda, certified by the Secretary or Assistant Secretary of such Credit Party as of the Effective Date; (vi) a certificate of good standing or equivalent document for each Credit Party from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporation or organization as of a recent date; (vii) a tax assurance certificate issued to each Credit Party incorporated in Bermuda, certified by the Secretary or Assistant Secretary of such Credit Party as of the Effective Date; and (viii) certified copies of Uniform Commercial Code, tax and judgment lien searches, or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Credit Party as debtor and that are filed in those state and county jurisdictions in which any Credit Party is organized or maintains its principal place of business and such other searches that the Administrative Agent encumbering not less than 90% reasonably deems necessary and requested at least five (by PV105) of days prior to the Credit Parties’ Proven Reserves and 90% (by PV10) of the Credit Parties’ PDP Reserves, in each case, as described in the most recently delivered Engineering ReportEffective Date. (e) The Administrative Agent shall have received satisfactory title information and be satisfied in its sole discretion with the title a written opinion, reasonably acceptable to the Oil Administrative Agent in form and Gas Properties included in substance (addressed to the Borrowing BaseAdministrative Agent and the Lenders and dated the Effective Date), and that such Oil and Gas Properties constitute from each of (i) at least 80% of Sidley Austin LLP, counsel for the PV10 of the Proven Reserves of the Borrower and its Subsidiaries evaluated in the most recently delivered Independent Engineering ReportCredit Parties, and (ii) that the Borrower has good and marketable title to its Oil and Gas Properties▇▇▇▇▇▇▇ (Bermuda) Limited, subject to no other liens (other than Permitted Liens)Bermuda counsel for Holdings. (f) The Administrative Agent shall have received one or more Account Control Agreements duly executed been paid (i) all costs, fees and delivered by the applicable Credit Partiesexpenses (including, ▇▇▇▇▇ Fargo Bankwithout limitation, N.A., as the depository bank and Attorney Costs of the Administrative Agent, the Arrangers, the Bookrunners and recording taxes and fees) to the extent then due and payable to the Administrative Agent, the Arrangers or the Bookrunners and (ii) all other compensation contemplated by the Commitment Letter and each Fee Letter payable to the Administrative Agent, the Arrangers, the Bookrunners or the Lenders on or before the Effective Date, in each case to the extent invoiced at least two (2) Business Days prior to the Effective Date. (g) The All principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Credit Agreement shall have been paid in full, the commitments under the Existing Credit Agreement shall have been terminated and all guarantees and Liens existing in connection with the Existing Credit Agreement shall have been discharged and released, and the Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP as outside counsel to the Credit Parties in form and substance reasonably acceptable to the Administrative Agentsatisfactory evidence thereof. (h) The Administrative Agent shall have received an officer’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to this Agreement. (i) The Administrative Agent shall have received (A) evidence reasonably satisfactory to it that the Borrower has entered into commodity Hedging Arrangements in accordance with Section 5.15 a certificate signed by a Responsible Officer of Holdings on behalf of the Credit AgreementBorrower, as amended by this Agreement, and (B) an updated Schedule 4.23 setting forth the information required by Section 4.23 of the Credit Agreement, as amended by this Agreement, dated as of the Effective Date, (A) confirming that Holdings and its Restricted Subsidiaries have received all required approvals of the Transactions from each applicable Governmental Authority except applicable regulatory approvals of Governmental Authorities required under applicable law in connection with the enforcement of any Collateralized L/C Security Document and (B) certifying that the conditions precedent specified in this Section 4.01(h), (i), (k), (l) and (n) have been satisfied and (ii) a solvency certificate executed by a Responsible Officer of Holdings, substantially in the form of Exhibit H. (i) All governmental and regulatory authorizations necessary in connection with the financing contemplated hereby shall have been obtained and be in full force and effect. (j) Each Credit Party shall have provided the documentation and other information to the Administrative Agent as the Lenders reasonably determine are required by bank regulatory authorities under applicable “know-your-customer” and Anti-Money Laundering Laws, including the PATRIOT Act, at least two (2) Business Days prior to the Effective Date as has been reasonably requested in writing at least four (4) Business Days prior to the Effective Date by the Lenders. The Borrower shall have delivered a Beneficial Ownership Certification to the Administrative Agent and each Lender requesting one. (k) There will not exist (after giving effect to the financing hereunder) any “event of default” under any Material Indebtedness of Holdings or its Subsidiaries. (l) The organizational structure of Holdings and its Subsidiaries will be as set forth on Schedule 4.01(l). (m) The Administrative Agent and the Lenders shall have received at least five (5) calendar days prior to the Effective Date (i) the Historical Financial Statements and (ii) the most recent Annual Statements and Quarterly Statements (for those periods ending after delivery of the most recent Annual Statements for each Insurance Subsidiary) of each Insurance Subsidiary as filed with the insurance regulator of such other documentsInsurance Subsidiary’s jurisdiction of domicile on or prior to such date, governmental certificatesin each case, agreementsto the extent such reports and statements have been prepared by such Insurance Subsidiaries. (n) All of the representations and warranties contained herein or in any Loan Document shall be true and correct in all material respects on and as of the Effective Date to the same extent as though made on and as of that date, except to the extent such representations and lien searches warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the Administrative Agent or any Lender may reasonably requesttext thereof.

Conditions to Effectiveness. This Agreement Amendment, the Securitization Amendments and the obligations of the 2022 Incremental Term Loan Lenders to make their respective 2022 Incremental Term Loan Commitments, and to fund their respective 2022 Incremental Term Loans, as specified in Section 1 hereof, shall become effective on and as of the Effective Date and enforceable against the parties hereto upon the occurrence of Business Day on which the following conditions precedent:shall have been satisfied (such date, the “Amendment Effective Date”): (a) The Administrative Agent shall have received multiple original counterparts, as requested by the Administrative Agent, of this Agreement, duly and validly executed and delivered by duly authorized officers of the Borrower, the Guarantors, the Administrative Agent, the Issuing Lender and all of the Lenders. (b) The Administrative Agent shall have received a Note payable to each Lender requesting a Note in the amount of its Commitments after giving effect to this Agreement, duly and validly executed and delivered by duly authorized officers of the Borrower. (c) The Borrower shall have paid (a) all reasonable out-of-pocket costs and expenses that have been invoiced and are payable pursuant to Section 9.1 of the Credit Agreement, and (b) all fees owing pursuant to that certain Engagement Letter dated as of April 26, 2016 among ▇▇▇▇▇ Fargo Bank, N.A., ▇▇▇▇▇ Fargo Securities, LLC and Jagged Peak Energy LLC. (d) The Administrative Agent shall have received duly executed Mortgagescounterparts of this Amendment from the Borrowers, or supplements each other Credit Party, each 2022 Incremental Term Lender and (solely for purposes of consenting to existing Mortgagesthe Securitization Amendments set forth in Section 3 hereof) each other Consenting Lender, collectively constituting Required Lenders; (b) the representations and warranties set forth in Section 4 hereof shall be true and correct in all material respects (or, to the extent qualified by materiality, in form and substance reasonably satisfactory all respects) as of the Amendment Effective Date (or, if an earlier date is specified with respect thereto, as of such earlier date); (c) no Event of Default under Section 8.01(a), (b), (g) (solely with respect to the Administrative Agent encumbering not less than 90% Borrowers) or (by PV10h) (solely with respect to the Borrowers) of the Credit Parties’ Proven Reserves Agreement shall have occurred and 90% (by PV10) of the Credit Parties’ PDP Reserves, in each case, as described in the most recently delivered Engineering Report.be continuing; (ed) The Administrative Agent shall have received satisfactory title information and be satisfied in its sole discretion with the title to the Oil and Gas Properties included in the Borrowing Base, and that such Oil and Gas Properties constitute (i) at least 80% of the PV10 of the Proven Reserves of the Borrower and its Subsidiaries evaluated in the most recently delivered Independent Engineering Report, and (ii) that the Borrower has good and marketable title to its Oil and Gas Properties, subject to no other liens (other than Permitted Liens). (f) The Administrative Agent shall have received one or more Account Control Agreements duly executed and delivered by the applicable Credit Parties, ▇▇▇▇▇ Fargo Bank, N.A., as the depository bank and the Administrative Agent. (g) The Administrative Agent shall have received a legal Borrowing Request for the borrowing of the 2022 Incremental Term Loans to be made pursuant to this Amendment; (e) the Administrative Agent shall have received, on behalf of itself, the Collateral Agent and the 2022 Incremental Term Loan Lenders, (i) a customary opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, as counsel for the Credit Parties and (ii) a customary opinion of ▇▇▇▇▇▇▇ LLP as outside ▇▇▇▇▇ LLP, Minnesota counsel to for the Credit Parties in form and substance reasonably acceptable (provided that this condition shall have been satisfied if each such opinion shall have been delivered to the Administrative Agent.Agent in substantially the form provided on the Closing Date); (hf) The Administrative Agent shall have received an officer’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to this Agreement. (i) The the Administrative Agent shall have received (provided that this condition shall have been satisfied if the following items shall have been delivered to the Administrative Agent in substantially the forms provided on the Closing Date): (i) a certificate of the secretary, assistant secretary or director (or equivalent officer) on behalf of each Credit Party, dated the Amendment Effective Date, certifying (A) evidence reasonably satisfactory (i) that attached thereto is a true and complete copy of each Organizational Document of such Credit Party and, with respect to it the articles or certificate of incorporation or organization (or similar document) certified (to the extent applicable) as of a recent date by the Secretary of State (or other applicable Governmental Authority) of the state of its organization or (ii) that the Borrower has entered into commodity Hedging Arrangements in accordance with Section 5.15 copy of each Organizational Document of such Credit Party delivered to the Administrative Agent as of the Credit AgreementClosing Date remains the true and complete copy as of the date hereof and remains in full force and effect as of the date hereof, as amended by this Agreement, and (B) an updated Schedule 4.23 setting forth that attached thereto is a true and complete copy of resolutions duly adopted by the information required by Section 4.23 Board of Directors and/or equityholders, as applicable, of such Credit Party authorizing the execution, delivery and performance of this Amendment and the other Loan Documents that are delivered in connection herewith to which such Credit Party is a party and, in the case of the Credit AgreementBorrowers, as the Borrowings hereunder, and that such resolutions have not been modified, rescinded or amended by this Agreement, and are in full force and effect as of the Effective Date.date of such certificate, (C) as to the incumbency and specimen signature of each officer or authorized person executing this Amendment or any other Loan Document or any other document delivered in connection herewith on behalf of such Credit Party; (jii) The Administrative Agent shall to the extent available, a certificate as to the good standing of each Credit Party as of a recent date, from such Secretary of State (or other applicable Governmental Authority) of its jurisdiction of organization; (iii) a solvency certificate in the form of Exhibit L dated as of the Amendment Effective Date and signed by the chief financial officer (or other officer with reasonably equivalent duties) of Holdings; and (iv) all fees required to be paid on the Amendment Effective Date to the 2022 Incremental Term Loan Lenders and the 2022 Incremental Lead Arrangers and all reasonable, documented out-of-pocket expenses required to be paid on the Amendment Effective Date to the 2022 Incremental Term Loan Lenders and the 2022 Incremental Lead Arrangers shall, upon the initial funding of the 2022 Incremental Term Loans, have received such other documents, governmental certificates, agreements, and lien searches as been paid (which amounts may be offset against the Administrative Agent or any Lender may reasonably requestproceeds of the 2022 Incremental Term Loans).

Conditions to Effectiveness. This Agreement The consent provided in Section 2.1 and the amendments contained in Section 2.2 shall become effective on the date (the “Effective Date and enforceable against the parties hereto upon the occurrence of Date”) that the following conditions precedenthave been satisfied in full or waived by the Required Lenders: (a) The Administrative Agent shall have received multiple original counterparts, as requested by the Administrative Agent, one or more counterparts of (i) this Agreement, duly and validly Amendment No. 2 executed and delivered by duly authorized officers of the BorrowerLoan Parties, the Guarantors, Required Lenders (including the Lenders who are listed in Schedule I set forth in Section 2.2(a) hereof with an Additional Term Loan Commitment) and Administrative Agent, (ii) the Issuing Assignment of Representations, Warranties, Covenants and Indemnities, in the form attached hereto as Exhibit A, executed and delivered by Holdings and Administrative Agent, (iii) an amendment and restatement, each in the form of Exhibit B-1 of each Note held by a Lender whose commitment is being increased hereunder, each dated the Amendment No. 2 Effective Date and between the maker of such Note and such Lender and all of (iv) the Lenders.other documents listed on the closing checklist attached hereto as Exhibit E. (b) The Administrative Agent shall have received a Note payable to each Lender requesting a Note in the amount of its Commitments after giving effect to this Agreement, duly and validly executed and delivered by duly authorized officers of the Borrower. (c) The Borrower shall have paid (a) all reasonable out-of-pocket costs and expenses that have been invoiced and are payable pursuant to Section 9.1 of the Credit Agreement, and (b) all fees owing pursuant to that certain Engagement Letter dated as of April 26, 2016 among ▇▇▇▇▇ Fargo Bank, N.A., ▇▇▇▇▇ Fargo Securities, LLC and Jagged Peak Energy LLC. (d) The Administrative Agent shall have received duly executed Mortgagescopies of the ▇▇▇▇▇▇ Purchase Agreement, certified as correct and complete by Holdings, and all other ▇▇▇▇▇▇ Acquisition Documents and material related agreements and instruments, and all opinions, certificates and other documents reasonably requested by the Administrative Agent and all required regulatory and third party approvals. (c) omitted. (d) The conditions set forth in clauses (b), (c), (e), (f) and, to the extent that receipt of any governmental approval or supplements material third-party consent referred to existing Mortgagesin clause (g) of the definition of Permitted Acquisition is a condition to closing under the ▇▇▇▇▇▇ Purchase Agreement, (g) of the definition of “Permitted Acquisition” in the Credit Agreement (as in effect immediately prior to the Effective Date) shall have been satisfied or waived by the Administrative Agent with respect to the ▇▇▇▇▇▇ Acquisition. (e) There shall be no continuing Default or Event of Default and the representations and warranties of the Loan Parties contained in the Loan Documents, as amended by this Amendment No. 2, shall be true and correct in all material respects as of the Effective Date or such other specific date as of which any such representation or warranty is by its terms made. (f) Since December 31, 2005 and after giving effect to the ▇▇▇▇▇▇ Acquisition and the funding of the Additional Term Loan, no event or condition shall have occurred which could reasonably be expected to have a Material Adverse Effect. (g) Administrative Agent shall have received the fees described in the New Fee Letter. (h) Administrative Agent shall have received (a) the results, satisfactory to it, of UCC, judgment and tax lien searches from such jurisdictions as the Administrative Agent shall have reasonably required with respect to ▇▇▇▇▇▇ and (b) such evidence of insurance with respect to the business and property being acquired in the ▇▇▇▇▇▇ Acquisition together with an endorsement naming the Administrative Agent as loss payee and an additional insured for the benefit of the Administrative Agent and the Lenders in accordance with Section 7.5 of the Credit Agreement as Administrative Agent shall have reasonably requested and in form and substance reasonably satisfactory to the Administrative Agent encumbering not less than 90% (by PV10) of the Credit Parties’ Proven Reserves and 90% (by PV10) of the Credit Parties’ PDP Reserves, in each case, as described in the most recently delivered Engineering ReportAgent. (ei) The Administrative Agent shall have received satisfactory title information and be satisfied in its sole discretion with a Pro Forma Balance Sheet as of the title last fiscal month for which financial statements are available, giving effect to the Oil acquisition of ▇▇▇▇▇▇ and Gas Properties included the incurrence of the Additional Term Loan. (j) Within one hundred twenty (120) days of the Effective Date, (a) Administrative Agent shall receive such control agreements with respect to deposit accounts and securities accounts, if any, of ▇▇▇▇▇▇ as the Administrative Agent shall have requested in accordance with Section 7.14 of the Borrowing BaseCredit Agreement, each in form and that substance satisfactory to the Administrative Agent, or (b) ▇▇▇▇▇▇ shall cause each of its deposit accounts and securities accounts (to the extent not subject to a control agreement pursuant to subclause (a) above), if any, to be closed and the funds in each such Oil account transferred into an Account subject to a control agreement in form and Gas Properties constitute substance satisfactory to the Administrative Agent. (i) at least 80% All conditions to the closing of the PV10 ▇▇▇▇▇▇ Acquisition shall have been satisfied or, with (unless such waiver would reasonably not be expected to have a materially adverse effect on the Lenders) the consent of the Proven Reserves Administrative Agent (not to be unreasonably withheld), waived and concurrently with the effectiveness of this Amendment No. 2, the Borrower and its Subsidiaries evaluated ▇▇▇▇▇▇ Acquisition shall be consummated in accordance with the most recently delivered Independent Engineering Report, ▇▇▇▇▇▇ Acquisition Documents in all material respects and (ii) that the Borrower has good equity interests of and marketable title to its Oil the business and Gas Properties, subject to no other liens assets owned by ▇▇▇▇▇▇ shall be free and clear of all Liens (other than Permitted Liens). (fl) The Administrative Agent shall have received one or more Account Control Agreements duly executed and delivered by the applicable Credit Parties, ▇▇▇▇▇ Fargo Bank, N.A., as the depository bank and the Administrative Agent. been provided a first priority perfected Lien (gsubject to Permitted Liens) The Administrative Agent shall have received a legal opinion in all equity interests of ▇▇▇▇▇▇ & ▇and all assets of ▇▇▇▇▇▇ LLP as outside counsel to the Credit Parties in form and substance reasonably acceptable to the Administrative Agent. (h) The Administrative Agent shall have received an officer’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to this Agreement. (i) The Administrative Agent shall have received (A) evidence reasonably satisfactory to it that the Borrower has entered into commodity Hedging Arrangements in accordance with Section 5.15 the requirements of the Credit Agreement, as amended by this AgreementLoan Documents, and (B) an updated Schedule 4.23 setting forth Holdings, the information Borrowers and ▇▇▇▇▇▇ shall have executed such documents and taken such actions as may be required by Section 4.23 of the Credit Agreement, as amended by this Agreement, as of the Effective Date. (j) The Administrative Agent shall have received such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent or any Lender may reasonably requestin connection therewith.

Conditions to Effectiveness. This Agreement Amendment shall become --------------------------- effective on (the actual date of such effectiveness, the "Fourth Amendment ---------------- Effective Date and enforceable against the parties hereto upon the occurrence Date") as of the following conditions precedent:date first above written when: -------------- (a) The Administrative Agent This Amendment shall have received multiple original counterparts, as requested by the Administrative Agent, of this Agreement, been duly and validly executed and delivered by duly authorized officers each of the Borrower, the Guarantors, the Administrative Agent, the Issuing Lender and all of the Lendersparties hereto. (b) The Administrative Agent Acknowledgment and Consent dated as of the date hereof by the Company and Pameco Investment Company, Inc. shall have received a Note payable to each Lender requesting a Note in the amount of its Commitments after giving effect to this Agreement, been duly and validly executed and delivered by duly authorized officers each of the Borrowerparties thereto. (c) The Borrower shall have paid (a) all reasonable out-of-pocket costs and expenses that have been invoiced and are payable pursuant to Section 9.1 of the Credit Agreement, and (b) all fees owing pursuant to that certain Engagement Letter dated as of April 26, 2016 among ▇▇▇▇▇ Fargo Bank, N.A., ▇▇▇▇▇ Fargo Securities, LLC and Jagged Peak Energy LLC. (d) The Administrative Agent shall have received duly executed Mortgagesa certificate of the Secretary or an Assistant Secretary of each Loan Party, or supplements to existing Mortgagesdated as of the Fourth Amendment Effective Date, and certifying (i) that attached thereto is a true and complete copy of the resolutions (which resolutions are in form and substance reasonably satisfactory to the Administrative Agent encumbering not less than 90% (by PV10each Lender) of the Credit Parties’ Proven Reserves board of directors of such Loan Party authorizing, as applicable, the execution, delivery and 90% performance of this Amendment, the Acknowledgment and Consent attached hereto, the Fourth Amendment Fee Letter (as defined below) and related matters, certified by PV10) the Secretary or an Assistant Secretary of such Loan Party as of the Credit Parties’ PDP ReservesFourth Amendment Effective Date and (ii) as to the incumbency and specimen signature of such Loan Party's officers executing this Amendment and all other documents required or necessary to be delivered hereunder or in connection herewith. Such certificate shall state that the resolutions thereby certified have not been amended, in modified, revoked or rescinded as of the date of such certificate. (d) The Agent shall have received true and complete copies of the certificate of incorporation and by-laws of each caseLoan Party, certified as described in of the most recently delivered Engineering ReportFourth Amendment Effective Date as complete and correct copies thereof by the Secretary or an Assistant Secretary of such Loan Party. (e) The Administrative Agent shall have received satisfactory title information and be satisfied fees as required in its sole discretion with the title Fee Letter dated as of the date hereof from GE Capital to the Oil and Gas Properties included in Company (the Borrowing Base, and that such Oil and Gas Properties constitute (i) at least 80% of the PV10 of the Proven Reserves of the Borrower and its Subsidiaries evaluated in the most recently delivered Independent Engineering Report, and (ii) that the Borrower has good and marketable title to its Oil and Gas Properties, subject to no other liens (other than Permitted Liens"Fourth Amendment Fee Letter").. ---------------------------- (f) The Administrative Agent Each Lender shall have received one or more Account Control Agreements a duly executed and delivered by the applicable Credit Parties, ▇▇▇▇▇ Fargo Bank, N.A., as the depository bank and the Administrative Agentoriginal Warrant. (g) Each Lender shall have received a duly executed original Tranche B Term Note. (h) The Administrative Agent shall have received a an executed legal opinion of from ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP as outside counsel to the Credit Parties in form and substance reasonably acceptable satisfactory to the Administrative Agent. (h) The Administrative Agent shall have received an officer’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to this Agreement. (i) The Administrative Agent shall have received (A) evidence reasonably satisfactory to it that the Borrower has entered into commodity Hedging Arrangements in accordance with Section 5.15 of the Credit Agreement, as amended by this Agreement, and (B) an updated Schedule 4.23 setting forth the information required by Section 4.23 of the Credit Agreement, as amended by this Agreement, as of the Effective Date. (j) The Administrative Agent shall have received such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent or any Lender may reasonably request.

Conditions to Effectiveness. This Agreement First Amendment shall become effective on as of the Effective Date and enforceable against the parties hereto date set forth above upon the occurrence satisfaction of the following conditions precedent:(such effective date, the "First Amendment Effective Date"): (a) The Administrative Agent there shall have received multiple original counterparts, as requested by the Administrative Agent, of exist no Default both immediately before and after giving effect to this Agreement, duly and validly executed and delivered by duly authorized officers of the Borrower, the Guarantors, the Administrative Agent, the Issuing Lender and all of the Lenders.First Amendment; (b) The the Administrative Agent shall have received a Note payable to each Lender requesting a Note in the amount of its Commitments after giving effect counterpart signature page to this AgreementFirst Amendment, duly and validly executed and delivered by duly authorized officers of the Borrower. (c) The Borrower shall have paid (a) all reasonable out-of-pocket costs and expenses that have been invoiced and are payable pursuant to Section 9.1 of the Credit Agreement, and (b) all fees owing pursuant to that certain Engagement Letter dated as of April 26, 2016 among ▇▇▇▇▇ Fargo Bank, N.A., ▇▇▇▇▇ Fargo Securities, LLC and Jagged Peak Energy LLC. (d) The Administrative Agent shall have received duly executed Mortgages, or supplements to existing Mortgages, in form and substance reasonably satisfactory to the Administrative Agent encumbering not less than 90% (by PV10) of the Credit Parties’ Proven Reserves and 90% (by PV10) of the Credit Parties’ PDP Reserves, in each case, as described in the most recently delivered Engineering Report. (e) The Administrative Agent shall have received satisfactory title information and be satisfied in its sole discretion with the title to the Oil and Gas Properties included in the Borrowing Base, and that such Oil and Gas Properties constitute (i) at least 80% of the PV10 of the Proven Reserves of the Borrower and its Subsidiaries evaluated in the most recently delivered Independent Engineering Report, and (ii) that the Borrower has good and marketable title to its Oil and Gas Properties, subject to no other liens (other than Permitted Liens). (f) The Administrative Agent shall have received one or more Account Control Agreements duly executed and delivered by the applicable Credit PartiesBorrower, the Administrative Agent, each Guarantor, the owners of the Equity Interests of the ▇▇▇▇▇▇▇▇ Fargo BankBorrower (the "Pledgors"), N.A., as the depository bank and the Administrative Agent.Majority Lenders; (gc) The the Administrative Agent shall have received a legal received, on behalf of itself, the Collateral Agent, the Lenders, the Nexstar Swing Line Lender and the Nexstar L/C Issuers, (i) an opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel for the Nexstar Borrower, the other Nexstar Entities, the Mission Entities and the ▇▇▇▇▇▇▇▇ LLP as outside counsel Entities, addressed to the Credit Parties Nexstar L/C Issuers, the Administrative Agent, the Collateral Agent and the Lenders and permitted to be relied upon by any persons who become Lenders, in each case in form and substance reasonably acceptable satisfactory to the Administrative Agent and the Lenders and customary for senior secured credit facilities in transactions of this kind (including a customary no conflicts opinion with respect to the Nexstar Senior 6⅞% Notes due 2020 and Nexstar Senior 6⅞% Notes due 2020 Indenture Documentation) and (ii) an opinion of ▇▇▇▇▇ ▇▇▇▇, LLP, special FCC counsel for the Nexstar Entities, the Mission Entities and the ▇▇▇▇▇▇▇▇ Entities, addressed to the Nexstar L/C Issuers, the Administrative Agent, the Collateral Agent, the Nexstar Swing Line Lender and the Lenders and capable of being relied upon by any persons who become Lenders, in form and substance reasonably satisfactory to the Administrative Agent.; (hd) The Administrative Agent shall have received an officer’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to this Agreement. (i) The the Administrative Agent shall have received (Ai) evidence certificates of good standing from the applicable secretary of state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officers of each Loan Party as the Administrative Agent may reasonably satisfactory require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to it that the Borrower has entered into commodity Hedging Arrangements act as a Responsible Officer in accordance connection with Section 5.15 of the Credit Agreement, as amended by this AgreementFirst Amendment, and (Bii) an updated Schedule 4.23 setting forth the information required by Section 4.23 a certificate of a Responsible Officer of the Credit Agreement, as amended Borrower certifying to and attaching the resolutions adopted by the Borrower approving or consenting to the First Amendment; (e) the representations and warranties set forth in this Agreement, First Amendment shall be true and correct in all material respects as of the Effective Date.date of this First Amendment (except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date and (2) that any representation or warranty that is qualified by "materiality" or "Material Adverse Effect" shall be true and correct in all respects); (jf) The the Nexstar Credit Agreement shall be amended on a substantially similar basis (but only as applicable) for the Nexstar Borrower, as the terms set forth in this First Amendment; (g) the Mission Credit Agreement shall be amended on a substantially similar basis (but only as applicable) for the Mission Borrower, as the terms set forth in this First Amendment; (h) the Administrative Agent shall have received (i) an amended and restated ▇▇▇▇▇▇▇▇ Guaranty of Nexstar Obligations and (ii) such other documentsamendments and restatements of the Security Documents conforming to the provisions of this First Amendment, governmental certificates, agreements, and lien searches as the Collateral Agent and/or the Administrative Agent or any Lender may reasonably requestrequire, in each case, duly executed and delivered by each party thereto and effective as of the date thereof; and (i) the Borrower shall have paid all reasonable invoiced fees and expenses of the Administrative Agent's counsel, ▇▇▇▇▇▇▇▇ PC, and the Administrative Agent shall have received evidence of payment of all other reasonable and documented out‑of‑pocket costs and expenses (including, without limitation, legal fees and expenses) that have been invoiced prior to the effective date of this First Amendment.

Conditions to Effectiveness. This Agreement Amendment shall become be effective on the Effective Date and enforceable against the parties hereto upon the occurrence date when each of the following conditions precedent:has been satisfied (the “Tenth Amendment Effective Date”): (a) The Administrative Agent This Amendment shall have received multiple original counterparts, as requested by the Administrative Agent, of this Agreement, been duly and validly executed and delivered by duly authorized officers of the each Borrower, the Guarantorseach other Credit Party party hereto, the Administrative Agent, the Issuing Lender Agent and all of the Lenders.; (b) The Administrative Agent shall have received a Note payable to each Lender requesting a Note in copy of the amount of its Commitments after giving effect to this Agreement, Fifth Amended and Restated Support Agreement that has been duly and validly executed and delivered by duly authorized officers each of the Borrower.WLR Recovery Fund IV, L.P. and ITG; (c) The Borrower Agent shall have paid (a) all reasonable out-of-pocket costs and expenses that have been invoiced and are payable pursuant to Section 9.1 received a copy of the Credit AgreementSixth Amended and Restated Intercreditor Agreement that has been duly executed and delivered by each of WLR Recovery Fund IV, and (b) all fees owing pursuant to that certain Engagement Letter dated as of April 26, 2016 among ▇▇▇▇▇ Fargo Bank, N.A., ▇▇▇▇▇ Fargo Securities, LLC L.P. and Jagged Peak Energy LLC.ITG; (d) The Administrative Agent shall have received duly executed Mortgages, or supplements to existing Mortgages, a payoff letter in form and substance reasonably satisfactory to Agent evidencing the Administrative repayment in full of all Secured Note Indebtedness (other than any such Secured Note Indebtedness held by WLR or one or more of its affiliates) (the “Clearlake Payoff”); (e) Agent encumbering shall have received evidence that Borrower has received not less than 90% (by PV10) $5,000,000 of cash from the Banamex Facility and that such cash shall have been applied to fund at least $5,000,000 of the Credit Parties’ Proven Reserves Clearlake Payoff; (f) Agent shall have received a copy of a waiver of all defaults and 90% (by PV10) events of default in existence under the Secured Note Purchase Agreement and all other Secured Note Documents as of the Credit Parties’ PDP ReservesTenth Amendment Effective Date that has been duly executed and delivered by each Secured Note Purchaser (after giving effect to the Clearlake Payoff); (g) Agent shall have received a copy of (i) a duly executed and delivered Assignment Agreement between TD Bank, N.A. and General Electric Capital Corporation, (ii) a duly executed and delivered Assignment Agreement between General Electric Capital Corporation and Bank of America, N.A. and (iii) a duly executed and delivered Assignment Agreement among General Electric Capital Corporation, The PrivateBank and Trust Company and the Borrower Representative, in each case, in substantially the form attached hereto as described in the most recently delivered Engineering Report.Annex III; (eh) The Administrative Agent, for the ratable benefit of the Lenders, shall have received, as consideration for execution and delivery of this Amendment, an amendment fee (the “Amendment Fee”) equal to 0.50% of the aggregate principal amount of outstanding Term Loans and Revolving Loan Commitments, in each case immediately after giving effect to this Amendment, which amendment fee shall be fully earned on the date hereof and shall be non-refundable when paid; and (i) Agent shall have received satisfactory title information and be satisfied in its sole discretion with the title received, to the Oil extent invoiced, payment of all out-of-pocket expenses (including the legal fees and Gas Properties included in the Borrowing Base, and that such Oil and Gas Properties constitute (i) at least 80% of the PV10 of the Proven Reserves of the Borrower and its Subsidiaries evaluated in the most recently delivered Independent Engineering Report, and (ii) that the Borrower has good and marketable title to its Oil and Gas Properties, subject to no other liens (other than Permitted Liens). (f) The Administrative Agent shall have received one or more Account Control Agreements duly executed and delivered by the applicable Credit Parties, ▇▇▇▇▇ Fargo Bank, N.A., as the depository bank and the Administrative Agent. (g) The Administrative Agent shall have received a legal opinion expenses of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP as outside LLP, counsel to the Credit Parties in form and substance reasonably acceptable to the Administrative Agent). (h) The Administrative Agent shall have received an officer’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to this Agreement. (i) The Administrative Agent shall have received (A) evidence reasonably satisfactory to it that the Borrower has entered into commodity Hedging Arrangements in accordance with Section 5.15 of the Credit Agreement, as amended by this Agreement, and (B) an updated Schedule 4.23 setting forth the information required by Section 4.23 of the Credit Agreement, as amended by this Agreement, as of the Effective Date. (j) The Administrative Agent shall have received such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent or any Lender may reasonably request.

Conditions to Effectiveness. This Agreement Amendment shall become effective on the date (the “Effective Date Date”) when, and enforceable against only when, the parties hereto upon the occurrence of the following conditions precedentLender shall have received: (a) The Administrative Agent shall have received multiple original counterparts, as requested by the Administrative Agent, of this AgreementAmendment, duly and validly executed and delivered by duly authorized officers a Responsible Officer of the Borrower, the Guarantors, the Administrative Agent, the Issuing Lender and all of the Lenders.; (b) The Administrative Agent shall have received a Note payable promissory note (the “Supplemental Revolving Credit Note”), in the form attached as Exhibit A to each Lender requesting this Amendment, duly executed by Borrower; (c) a Note certificate of the secretary of Borrower in the form provided by the Bank, appropriately completed and duly executed by Borrower’s secretary; (d) payment of a non-refundable amendment fee in the amount of its Commitments after giving effect to this Agreement, duly and validly executed and delivered by duly authorized officers of the Borrower. (c) The Borrower shall have paid (a) all reasonable out-of-pocket costs and expenses that have been invoiced and are payable pursuant to Section 9.1 of the Credit Agreement, and (b) all fees owing pursuant to that certain Engagement Letter dated as of April 26, 2016 among ▇▇▇▇▇ Fargo Bank, N.A., ▇▇▇▇▇ Fargo Securities, LLC and Jagged Peak Energy LLC. (d) The Administrative Agent shall have received duly executed Mortgages, or supplements to existing Mortgages$15,000, in form and substance reasonably satisfactory to the Administrative Agent encumbering not less than 90% (by PV10) of the Credit Parties’ Proven Reserves and 90% (by PV10) of the Credit Parties’ PDP Reserves, in each case, as described in the most recently delivered Engineering Report.immediately available funds; (e) The Administrative Agent shall have received satisfactory title information an Acknowledgment and be satisfied in its sole discretion with the title to the Oil and Gas Properties included Agreement, in the Borrowing Baseform provided by the Lender, and that such Oil and Gas Properties constitute (i) at least 80% of the PV10 of the Proven Reserves of the Borrower and its Subsidiaries evaluated in the most recently delivered Independent Engineering Report, and (ii) that the Borrower has good and marketable title to its Oil and Gas Properties, subject to no other liens (other than Permitted Liens).duly executed by each Guarantor; (f) The Administrative Agent shall have received one or more Account Control Agreements duly executed and delivered a certification of formation, certified by the applicable Credit PartiesSecretary of State of the state of Minnesota, ▇▇▇▇▇ Fargo Bankfor each of (i) Air T OZ 1, N.A.LLC, a Minnesota limited liability company (“OZ 1), (ii) Air T OZ 2, LLC, a Minnesota limited liability company (“OZ 2”), and Air T OZ 3, LLC, a Minnesota limited liability company (“OZ 3”; and together with OZ 1 and OZ 2 being collectively referred to herein as the depository bank “Pledgor Parties” and the Administrative Agent.individually as a “Pledgor Party”); (g) The Administrative Agent shall have received a legal opinion copy of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP as outside counsel to the Credit Parties in form and substance reasonably acceptable to the Administrative Agent.limited liability company agreement of each Pledgor Party; (h) The Administrative Agent shall have received an officer’s certificate from resolutions of the managers of each Credit Pledgor Party certifying authorizing the execution and delivery of each Loan Document to which such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect Pledgor Party is or is to this Agreement.be a party; (i) The Administrative Agent shall have received (A) evidence reasonably satisfactory to it a certification that the Borrower has entered into commodity Hedging Arrangements in accordance with Section 5.15 names and signatures of the Credit Agreement, as amended by this Agreement, officers of each Pledgor Party authorized to sign each Loan Document to which such Pledgor Party is or is to be a party are true and (B) an updated Schedule 4.23 setting forth the information required by Section 4.23 of the Credit Agreement, as amended by this Agreement, as of the Effective Date.correct; (j) The Administrative Agent separate Collateral Account Agreement documents, each in the form provided by Lender and duly executed by the respective Pledgor Parties; (k) results of a recent lien searches in each of the jurisdictions where each Pledgor Party is organized and its assets are located, and such searches reveal no Liens on any of the assets of the Pledgor Parties; (l) the Pledgor Parties shall have received deposited not less than an aggregate amount of $10,000,000 in the Collateral Accounts; (m) a letter agreement, in the form provided by Lender, duly executed by the Borrower and each Pledgor Party confirming the termination of that certain Credit Agreement dated December 31, 2019, by and among the Pledgor Parties as the “Borrowers”, the Borrower as “Parent” and the Lender; and (n) such other documents, governmental certificates, agreements, and lien searches documents as the Administrative Agent or any Lender may reasonably request.

Conditions to Effectiveness. This Agreement First Amendment shall become be effective on the Effective Date and enforceable against the parties hereto upon the occurrence satisfaction or completion of the following conditions precedentfollowing: (a) The the Administrative Agent shall have received multiple original counterparts, as requested counterparts of this First Amendment executed by the Administrative AgentRequired Lenders, of this Agreement, duly and validly executed and delivered by duly authorized officers of including each Senior Revolving Credit Lender whose Seasonal Revolving Credit Commitment is being increased during the Borrower, the Guarantors, the Administrative Agent, the Issuing Lender and all of the Lenders.Seasonal Revolving Credit Commitment Increase Period; (b) The the Administrative Agent shall have received counterparts of this First Amendment executed by the Borrower and acknowledged by each Guarantor; (c) the satisfaction of the conditions set forth in Section 4.01 of the Credit Agreement; (d) the Administrative Agent shall have received a Note payable to each Lender requesting a Note in the amount of its Commitments after giving effect to this Agreement, duly and validly executed and delivered by duly authorized officers certified corporate resolution of the Borrower. (c) The Borrower shall have paid (a) all reasonable out-of-pocket costs and expenses that have been invoiced and are payable pursuant to Section 9.1 Board of Directors of the Credit AgreementBorrower authorizing the execution, and (b) all fees owing pursuant to that certain Engagement Letter dated as delivery and performance of April 26, 2016 among ▇▇▇▇▇ Fargo Bank, N.A., ▇▇▇▇▇ Fargo Securities, LLC this First Amendment and Jagged Peak Energy LLC. (d) The Administrative Agent shall have received duly executed Mortgages, or supplements to existing Mortgages, in form and substance reasonably satisfactory to the Administrative Agent encumbering not less than 90% (by PV10) of the Credit Parties’ Proven Reserves and 90% (by PV10) of the Credit Parties’ PDP Reserves, in each case, as described in the most recently delivered Engineering Report.Replacement Notes; (e) The Administrative Agent shall have received satisfactory title information and be satisfied in its sole discretion with the title to the Oil and Gas Properties included in the Borrowing Base, and that such Oil and Gas Properties constitute (i) at least 80% of the PV10 of the Proven Reserves of the Borrower and its Subsidiaries evaluated in the most recently delivered Independent Engineering Report, and (ii) that the Borrower has good and marketable title to its Oil and Gas Properties, subject to no other liens (other than Permitted Liens). (f) The Administrative Agent shall have received one or more Account Control Agreements duly executed and delivered by the applicable Credit Parties, ▇▇▇▇▇ Fargo Bank, N.A., as the depository bank and the Administrative Agent. (g) The Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP as outside counsel to the Credit Parties in form and substance reasonably acceptable to the Administrative Agent. (h) The Administrative Agent shall have received an officer’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, opinion of in-house counsel to the Borrower with respect to the matters set forth in clauses (c), (d) and (e) of Section 2 of this Agreement.First Amendment and with respect to such other matters as the Administrative Agent and its counsel shall reasonably request; (if) The the Administrative Agent shall have received in immediately available funds (i) for the account of the Administrative Agent an arrangement fee in an amount agreed upon between the Borrower and the Administrative Agent and (ii) for the account of each Seasonal Revolving Credit Lender whose Seasonal Revolving Credit Commitment is being increased during the Seasonal Revolving Commitment Increase Period a fee in an amount equal to the product of (A) evidence reasonably satisfactory to it that the Borrower has entered into commodity Hedging Arrangements in accordance with Section 5.15 of the Credit Agreement, as amended by this Agreement, 0.10% and (B) an updated Schedule 4.23 setting forth the information required by Section 4.23 amount of the Credit Agreement, as amended by this Agreement, as increase of the Effective Date.Seasonal Revolving Credit Commitment of each such Seasonal Revolving Credit Lender; (jg) The the Administrative Agent and Travelers shall have executed a Modification and Consent to the Intercreditor Agreement which shall provide for an increase in the Total Commitment (as defined in the Intercreditor Agreement) to an amount not to exceed $240,000,000 during the Seasonal Revolving Credit Commitment Increase Period; and (h) the Administrative Agent shall have received received, in form and substance satisfactory to the Administrative Agent and its counsel, such other documents, governmental certificates, agreements, certificates and lien searches instruments as the Administrative Agent or any Lender may reasonably requestshall require.

Conditions to Effectiveness. This Agreement The effectiveness of this Amendment and the establishment of the Incremental Term B-1 Commitments and the obligations of the Incremental Term B-1 Lender to make the Incremental Term B-1 Loans shall become effective on the first Business Day (such date, the “Amendment No. 2 Effective Date and enforceable against the parties hereto upon the occurrence of Date”) on which the following conditions precedentare satisfied or waived: (ai) The the Administrative Agent (or its counsel) shall have received multiple original counterpartscounterparts of this Amendment that, as requested by when taken together, bear the signatures of (A) the Administrative Agent, of this Agreement(B) the Incremental Term B-1 Lender, duly (C) the Borrower and validly executed and delivered by duly authorized officers of the Borrower, the Guarantors, the Administrative Agent, the Issuing Lender and all of the Lenders.(D) each Guarantor; (bii) The the Administrative Agent shall have received a Note payable notice of Borrowing for the Incremental Term B-1 Loans in accordance with the Credit Agreement; (iii) the Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles or electronic copies (followed promptly by originals) unless otherwise specified: (A) a favorable opinion of ▇▇▇▇▇ Day, counsel for the Loan Parties, in a form and substance reasonably satisfactory to the Administrative Agent; (B) a certificate from a Responsible Officer of the each Lender requesting Loan Party dated as of the Amendment No. 2 Effective Date, and attaching the documents referred to in clause (C) below; (C) the Administrative Agent shall have received (i) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing (a) the execution, delivery and performance of the Amendment (and any agreements relating thereto) to which it is a Note party and (b) in the amount case of the Borrower, the extensions of credit contemplated hereunder, certified as of the Amendment No. 2 Effective Date by its Commitments secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment and (ii) a good standing certificate as of a recent date from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation; (D) (x) before and after giving effect to this AgreementAmendment, duly and validly executed and delivered by duly authorized officers the establishment of the Borrower.Incremental Term B-1 Commitments and the borrowing of Incremental Term B-1 Loans and the application of any proceeds therefrom (i) no Default or Event of Default shall exist and (ii) all of the representations and warranties contained in this Amendment, the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects at such time (unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and (y) the condition set forth in Section 2.14(a)(iv) of the Credit Agreement is satisfied with respect to this Amendment; (cE) The Borrower the Administrative Agent shall have paid received from the Borrower an Officer’s Certificate certifying as to compliance with the preceding clause (aD) above; and (F) the representations and warranties of each Loan Party set forth in Section 4 below shall be true and correct in all material respects; (iv) the fees in the amounts previously agreed in writing by the Amendment No. 2 Arrangers to be received on the Amendment No. 2 Effective Date and all reasonable and documented or invoiced out-of-pocket costs and expenses that have been invoiced (including the reasonable fees, charges and are payable pursuant to Section 9.1 disbursements of the Credit Agreement, and (b) all fees owing pursuant to that certain Engagement Letter dated as of April 26, 2016 among ▇▇▇▇▇▇ Fargo Bank, N.A., ▇▇▇▇▇ Fargo Securities, LLC and Jagged Peak Energy LLC. (d) The Administrative Agent shall have received duly executed Mortgages, or supplements to existing Mortgages, in form and substance reasonably satisfactory to the Administrative Agent encumbering not less than 90% (by PV10) of the Credit Parties’ Proven Reserves and 90% (by PV10) of the Credit Parties’ PDP Reserves, in each case, as described in the most recently delivered Engineering Report. (e) The Administrative Agent shall have received satisfactory title information and be satisfied in its sole discretion with the title to the Oil and Gas Properties included in the Borrowing Base, and that such Oil and Gas Properties constitute (i) at least 80% of the PV10 of the Proven Reserves of the Borrower and its Subsidiaries evaluated in the most recently delivered Independent Engineering Report, and (ii) that the Borrower has good and marketable title to its Oil and Gas Properties, subject to no other liens (other than Permitted Liens). (f) The Administrative Agent shall have received one or more Account Control Agreements duly executed and delivered by the applicable Credit Parties, ▇▇▇▇▇ Fargo Bank, N.A., as the depository bank and the Administrative Agent. (g) The Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP LLP, as outside counsel to the Amendment No. 2 Arranger) incurred in connection with the transactions contemplated hereby for which invoices have been presented at least one (1) Business Day prior to the Amendment No. 2 Effective Date shall, upon the Borrowing of the Incremental Term B-1 Loans, have been, or will be substantially simultaneously, paid in full; and (v) the Administrative Agent shall have received a “Life-of-Loan” flood determination notice for each real property encumbered by a Mortgage and if such real property is located in a special flood hazard area, (x) a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and (y) evidence of insurance as required by the Credit Parties Agreement in form and substance reasonably acceptable satisfactory to the Administrative Agent. (h) The Administrative Agent shall have received an officer’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to this Agreement. (i) The Administrative Agent shall have received (A) evidence reasonably satisfactory to it that the Borrower has entered into commodity Hedging Arrangements in accordance with Section 5.15 of the Credit Agreement, as amended by this Agreement, and (B) an updated Schedule 4.23 setting forth the information required by Section 4.23 of the Credit Agreement, as amended by this Agreement, as of the Effective Date. (j) The Administrative Agent shall have received such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent or any Lender may reasonably request.

Conditions to Effectiveness. This Agreement Second Amendment shall become effective on the Effective Date and enforceable against the parties hereto only upon the occurrence satisfaction or waiver of all of the following conditions precedent: (aA) The Administrative Agent parties hereto shall have received multiple original counterparts, as requested by the Administrative Agent, of this Agreement, duly and validly executed and delivered by duly authorized officers of the Borrower, the Guarantors, the Administrative Agent, the Issuing Lender and all of the Lendersthis Second Amendment. (bB) The Administrative Agent shall have received a Note payable certificate of the Secretary or Assistant Secretary of the Fund dated as of the Second Amendment Effective Date, certifying (i) that attached thereto are true and complete copies of the resolutions of the board of trustees of the Fund authorizing the execution, delivery and performance by the Fund of this Second Amendment and borrowing under the Agreement as amended hereby, (ii) that said resolutions are all of the resolutions adopted by the board of trustees of the Fund in connection with the transactions contemplated hereby and are in full force and effect without modification as of such date, (iii) that the Fund's By-laws either are attached to such certificate, or to the extent not attached have not been amended since the Closing Date, (iv) that its charter or certificate, as the case may be, either is attached to such certificate or to the extent not attached has not been amended since the Closing Date, and (v) as to the incumbency and signatures of each Lender requesting a Note in the amount of its Commitments after giving effect officers executing this Second Amendment and any other documents to this Agreement, duly and validly executed and delivered by duly authorized officers of the Borrowerwhich it is a party. (c) The Borrower shall have paid (a) all reasonable out-of-pocket costs and expenses that have been invoiced and are payable pursuant to Section 9.1 of the Credit Agreement, and (b) all fees owing pursuant to that certain Engagement Letter dated as of April 26, 2016 among ▇▇▇▇▇ Fargo Bank, N.A., ▇▇▇▇▇ Fargo Securities, LLC and Jagged Peak Energy LLC. (dC) The Administrative Agent shall have received duly executed Mortgages, or supplements from the Borrowers the fees and expense reimbursements referred to existing Mortgages, in form and substance reasonably satisfactory to the Administrative Agent encumbering not less than 90% (by PV10) of the Credit Parties’ Proven Reserves and 90% (by PV10) of the Credit Parties’ PDP Reserves, in each case, as described in the most recently delivered Engineering Reportunder Section 6 hereof. (e) The Administrative Agent shall have received satisfactory title information and be satisfied in its sole discretion with the title to the Oil and Gas Properties included in the Borrowing Base, and that such Oil and Gas Properties constitute (i) at least 80% of the PV10 of the Proven Reserves of the Borrower and its Subsidiaries evaluated in the most recently delivered Independent Engineering Report, and (ii) that the Borrower has good and marketable title to its Oil and Gas Properties, subject to no other liens (other than Permitted Liens). (f) The Administrative Agent shall have received one or more Account Control Agreements duly executed and delivered by the applicable Credit Parties, ▇▇▇▇▇ Fargo Bank, N.A., as the depository bank and the Administrative Agent. (g) The Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP as outside counsel to the Credit Parties in form and substance reasonably acceptable to the Administrative Agent. (h) The Administrative Agent shall have received an officer’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to this Agreement. (i) The Administrative Agent shall have received (Ai) evidence reasonably satisfactory to it that a duly executed Designation of New Borrowers in the Borrower has entered into commodity Hedging Arrangements in accordance with Section 5.15 form of Exhibit 9.16(a) of the Credit Agreement (with a copy of the Agreement attached thereto) with respect to the addition of: ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ Global Blue Chip Fund ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ Emerging Markets Bond Fund ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ Large Cap Portfolio A ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ Large Cap Portfolio B ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ Large Cap Portfolio C ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ Large Cap Qualified Portfolio (collectively, the "ADDITIONAL BORROWERS"); (ii) with a copy for each Lender, true and correct copies, certified as to authenticity by the Fund, of each Additional Borrower's most recent: prospectus; Administration Agreement; Custody Agreement; Distribution Agreement; registration statement; annual and semi-annual financial reports; debt instruments, as amended by this Agreement, security agreements and other material contracts to which it is a party; and publicly available financial information (which includes a list of portfolio securities); (iii) the Investment Advisory Agreement of NAIT with respect to the series of NAIT in which the assets of each Additional Borrower (other than ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ Global Blue Chip Fund and ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ Emerging Markets Bond Fund) are invested; and (Biv) an updated Schedule 4.23 setting forth executed legal opinion of counsel to the information required by Section 4.23 Fund and each Additional Borrower substantially in the form of Exhibit 4.1(h) to the Credit Agreement, as amended by this Agreement, as of the Effective Date. (jE) The Administrative Agent shall have received such other documents, governmental certificatesopinions, agreements, and lien searches approvals or appraisals as the Administrative Agent or any Lender may reasonably request.

Conditions to Effectiveness. This Agreement Amendment shall become be deemed to be effective on as of September 14, 1998 (the "Effective Date Date") (PROVIDED, HOWEVER, that ss.ss.27 and enforceable against the parties hereto 28 shall be deemed to be effective as of July 30, 1998), upon the occurrence Agent's receipt of the following conditions precedentfollowing, each in form and substance satisfactory to the Agent: (a) The Administrative Agent shall have received multiple facsimile copies of original counterparts (to be followed promptly by original counterparts, as requested by the Administrative Agent, ) or original counterparts of (i) this AgreementAmendment, duly and validly executed and delivered by duly authorized officers each of the Borrower, the Guarantors, the Administrative Agent, Agent and the Issuing Lender and all of the Lenders. (b) The Administrative Agent shall have received a Note payable to each Lender requesting a Note in the amount of its Commitments after giving effect to this Agreement, duly and validly executed and delivered by duly authorized officers of the Borrower. (c) The Borrower shall have paid (a) all reasonable out-of-pocket costs and expenses that have been invoiced and are payable pursuant to Section 9.1 of the Credit Agreement, and (b) all fees owing pursuant to that certain Engagement Letter dated as of April 26, 2016 among ▇▇▇▇▇ Fargo Bank, N.A., ▇▇▇▇▇ Fargo Securities, LLC and Jagged Peak Energy LLC. (d) The Administrative Agent shall have received duly executed Mortgages, or supplements to existing Mortgages, in form and substance reasonably satisfactory to the Administrative Agent encumbering not less than 90% (by PV10) of the Credit Parties’ Proven Reserves and 90% (by PV10) of the Credit Parties’ PDP Reserves, in each case, as described in the most recently delivered Engineering Report. (e) The Administrative Agent shall have received satisfactory title information and be satisfied in its sole discretion with the title to the Oil and Gas Properties included in the Borrowing Base, and that such Oil and Gas Properties constitute (i) at least 80% of the PV10 of the Proven Reserves of the Borrower and its Subsidiaries evaluated in the most recently delivered Independent Engineering ReportMajority Banks, and (ii) that each of the Security Documents (as defined in the Credit Agreement, as amended hereby), each duly executed by the Borrower has good and marketable title to its Oil and Gas Properties, subject to no other liens (other than Permitted Liens).and/or each Guarantor party thereto; (fb) The Administrative payment to the Agent shall have received one or more Account Control Agreements in cash, for the account of each Bank, (i) an amendment fee of $375,000, $187,500 of which has already been paid and distributed to the Banks and (ii) the amount of the commitment fee accrued on the $100,000,000 reduction of the Total Commitment pursuant to ss.36; (c) a duly executed Secretary's certificate of the Secretary or Assistant Secretary of the Borrower and delivered by each Guarantor certifying (and where applicable, attaching copies of) the applicable Credit Parties, ▇▇▇▇▇ Fargo Bank, N.A.Borrower's or such Guarantor's (i) Charter documents; (ii) By-laws; (iii) resolutions of its Board of Directors authorizing the transactions contemplated hereby; and (iv) the incumbency of officers entitled to sign this Amendment and the Security Documents on behalf of the Borrower or such Guarantor, as the depository bank case may be; (d) good standing certificates for each of the Borrower and the Administrative Agent.Guarantors from its jurisdiction of incorporation and from each jurisdiction in which such entity has qualified to do business as a foreign corporation; (ge) The Administrative Agent shall have received a favorable legal opinion of ▇▇opinions from Hami▇▇▇▇ & ▇ahm▇▇, ▇▇▇▇ LLP P and New York local counsel; (f) duly executed UCC-1 financing statements showing the Borrower and/or the Guarantor as outside counsel debtors in each such jurisdiction; (g) stock certificates and duly executed blank stock powers with respect to all shares of capital stock pledged pursuant to any of the Credit Parties Stock Pledge Agreements other than those stock certificates and stock powers referenced in ss.ss.8-10 of SCHEDULE 8.19 hereto; (h) intentionally omitted; (i) an initial Borrowing Base Report; (j) an initial Accounts Receivable aging report; (k) a duly executed Perfection Certificate (as defined in the Security Agreement) from each of the Borrower and each Guarantor; and (l) such other documents, agreements and items as the Agent may require, including, without limitation, execution and delivery, together with performance of the agreements and delivery of the items specified therein, of a fee letter satisfactory in form and substance reasonably acceptable to the Administrative Agent, duly executed by the Agent and the Borrower. (h) The Administrative Agent shall have received an officer’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to this Agreement. (i) The Administrative Agent shall have received (A) evidence reasonably satisfactory to it that the Borrower has entered into commodity Hedging Arrangements in accordance with Section 5.15 of the Credit Agreement, as amended by this Agreement, and (B) an updated Schedule 4.23 setting forth the information required by Section 4.23 of the Credit Agreement, as amended by this Agreement, as of the Effective Date. (j) The Administrative Agent shall have received such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent or any Lender may reasonably request.

Conditions to Effectiveness. This Agreement shall become effective on The effectiveness of this Amendment is subject to the Effective Date and enforceable against the parties hereto upon the occurrence satisfaction of each of the following conditions precedent:prior to August 30, 2010 (the date on which such conditions have been satisfied referred to herein as the “Effective Date”): (aA) the receipt by the Administrative Agent of counterparts of this Amendment which, when taken together, bear the signatures of the Borrower, each New Lender (as defined below), the Guarantors (and any entity required to join the Credit Agreement as a Guarantor pursuant to Section 5.21 of the Credit Agreement) and the Administrative Agent and the Collateral Agent; (B) the receipt by the Administrative Agent of written consents from the Required Lenders to the Administrative Agent’s execution of this Amendment; (C) the simultaneous consummation of the Qualified IPO in a manner which generates net proceeds which, together with (x) Loans under the Revolving Credit Facility after giving effect to the New Commitments and (y) the proceeds of Indebtedness under the New Second Lien Facility in an amount not to exceed $75,000,000, are sufficient to satisfy the conditions described in clauses (D) and (F) below; (D) the simultaneous retirement of all obligations under the Second Lien Facility (as in effect immediately prior to the Effective Date) and the Parent Note Obligations (including all Indebtedness thereunder and any prepayment premiums arising thereunder) and termination of the Second Lien Facility (as in effect immediately prior to the Effective Date) and the Parent Note Obligations, as evidenced by such documentation as the Administrative Agent may reasonably request; (E) the Administrative Agent shall have received evidence satisfactory to it, including a joinder to Article 10 of the Credit Agreement as a Pledgor and a customary UCC-1 financing statement, that RHI Entertainment Holdings II, LLC shall have delivered a perfected first priority security interest in its Equity Interests in Borrower to Administrative Agent (on behalf of itself, the Issuing Bank and the Lenders); (F) The Administrative Agent shall have received multiple original counterpartsreceived, no later than the date of the effectiveness of the Qualified IPO of Public Co. (regardless of whether any of the conditions in this Section 6 have been met, other than conditions (A) and (B) herein), from the Borrower for the account of the Lenders an amendment fee equal to 0.15% of the total Commitments held by each existing Lender that executes a consent authorizing this Amendment on or prior to 5:00 p.m. (New York City time) on May 29, 2008, such fees to be distributed pro rata according to such consenting Lenders’ Commitments as requested by of May 29, 2008; (G) The Borrower shall have provided the Administrative Agent, of this Agreement, duly and validly executed and delivered by duly authorized officers Agent with no less than three (3) Business Days advance written notice of the Borrower, the Guarantors, the Administrative Agent, the Issuing Lender and all intended consummation of the Lenders.Qualified IPO; (bH) The the Administrative Agent shall have received a Note payable received, and be satisfied with (in its reasonable discretion; provided that it is agreed that the copy provided to each Lender requesting a Note in the amount Administrative Agent prior to the date hereof is satisfactory) the provisions of its Commitments an executed copy, certified by Borrower to be true and correct, of the Parent LLC Agreement; (I) after giving effect to this AgreementAmendment, duly no Event of Default or Default shall have occurred and validly executed and delivered by duly authorized officers of the Borrower.be continuing; (cJ) The to the extent the Borrower shall have paid (a) all reasonable out-of-pocket costs and expenses that have been invoiced and are payable pursuant to incurs Indebtedness under a New Second Lien Agreement in compliance with Section 9.1 6.1 of the Credit AgreementAgreement and such Indebtedness under such New Second Lien Agreement is a “Permitted Refinancing” under the Second Lien Intercreditor Agreement (as amended by this Amendment No. 2), and (b) all fees owing pursuant to that certain Engagement Letter dated as delivery of April 26, 2016 among ▇▇▇▇▇ Fargo Bank, N.A., ▇▇▇▇▇ Fargo Securities, LLC and Jagged Peak Energy LLC. (d) The Administrative Agent shall have received duly executed Mortgages, or supplements to existing Mortgages, in form and substance documentation reasonably satisfactory to the Administrative Agent encumbering Agent, including without limitation a New Second Lien Agreement and a New Second Lien Intercreditor Agreement (in each case which meets the parameters set forth in this Amendment), and the funding of Indebtedness thereunder in an amount not less than 90% (by PV10) to exceed $75,000,000; provided, that it is agreed that the provisions of the Credit Parties’ Proven Reserves Second Lien Agreement and 90% the Second Lien Intercreditor Agreement as in effect immediately prior to the Amendment No. 2 Effective Date are satisfactory; and (K) the representations and warranties contained in Section 9 hereof being true and correct. Notwithstanding the preceding provisions of this Section 6, the amendment contemplated by PV10) Section 4 above shall be come effective immediately upon the satisfaction of the Credit Parties’ PDP Reserves, conditions set forth in each case, as described in the most recently delivered Engineering Report. (eSections 6(A) The Administrative Agent shall have received satisfactory title information and be satisfied in its sole discretion with the title to the Oil and Gas Properties included in the Borrowing Base, and that such Oil and Gas Properties constitute (i) at least 80% of the PV10 of the Proven Reserves of the Borrower and its Subsidiaries evaluated in the most recently delivered Independent Engineering Report, and (ii) that the Borrower has good and marketable title to its Oil and Gas Properties, subject to no other liens (other than Permitted Liens). (f) The Administrative Agent shall have received one or more Account Control Agreements duly executed and delivered by the applicable Credit Parties, ▇▇▇▇▇ Fargo Bank, N.A., as the depository bank and the Administrative Agent. (g) The Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP as outside counsel to the Credit Parties in form and substance reasonably acceptable to the Administrative Agent. (h) The Administrative Agent shall have received an officer’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to this Agreement. (i) The Administrative Agent shall have received (A) evidence reasonably satisfactory to it that the Borrower has entered into commodity Hedging Arrangements in accordance with Section 5.15 of the Credit Agreement, as amended by this Agreement, and (B) an updated Schedule 4.23 setting forth the information required by Section 4.23 ), regardless of the Credit Agreement, as amended by this Agreement, as of whether the Effective DateDate ever occurs. (j) The Administrative Agent shall have received such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent or any Lender may reasonably request.

Conditions to Effectiveness. This Agreement Amendment shall become effective on the Effective Date and enforceable against the parties hereto upon the occurrence when each of the following conditions precedent:precedent set forth in this Section 4 shall have been satisfied and notice thereof shall have been given by the Agent to the Trusts and the Banks. (a) 4.1 The Administrative Agent shall have received multiple original counterparts, as requested by the Administrative Agent, of this Agreement, duly and validly executed and delivered by duly authorized officers of the Borrower, the Guarantors, the Administrative Agent, the Issuing Lender and all of the Lenders.received: (b) The Administrative Agent shall have received a Note payable to each Lender requesting a Note in the amount of its Commitments after giving effect to this Agreement, duly and validly executed and delivered by duly authorized officers of the Borrower. (c) The Borrower shall have paid (a) all reasonable out-of-pocket costs and expenses that have been invoiced and are payable pursuant to Section 9.1 of the Credit Agreement, and (b) all fees owing pursuant to that certain Engagement Letter dated as of April 26, 2016 among ▇▇▇▇▇ Fargo Bank, N.A., ▇▇▇▇▇ Fargo Securities, LLC and Jagged Peak Energy LLC. (d) The Administrative Agent shall have received duly executed Mortgages, or supplements to existing Mortgages, in form and substance reasonably satisfactory to the Administrative Agent encumbering not less than 90% (by PV10) of the Credit Parties’ Proven Reserves and 90% (by PV10) of the Credit Parties’ PDP Reserves, in each case, as described in the most recently delivered Engineering Report. (e) The Administrative Agent shall have received satisfactory title information and be satisfied in its sole discretion with the title to the Oil and Gas Properties included in the Borrowing Base, and that such Oil and Gas Properties constitute (i) at least 80% of the PV10 of the Proven Reserves of the Borrower and its Subsidiaries evaluated in the most recently delivered Independent Engineering Report, and (ii) that the Borrower has good and marketable title to its Oil and Gas Properties, subject to no other liens (other than Permitted Liens). (f) The Administrative Agent shall have received one or more Account Control Agreements 4.1.1 counterparts hereof duly executed and delivered by the applicable Credit Parties, ▇▇▇▇▇ Fargo Bank, N.A., as Trusts on behalf of the depository bank Original Borrower Parties and the Administrative Agent.New Borrower Parties and evidence of the execution of counterparts hereof by the Agent and all of the Banks; 4.1.2 the Additional Notes duly executed and delivered on behalf of the New Borrower Parties; 4.1.3 with respect to each Fund, from the applicable Trust, a certificate of its Secretary or Assistant Secretary as to: (ga) resolutions of its board of trustees then in full force and effect authorizing the execution, delivery and performance of this Amendment, the Additional Notes and each other Credit Document to be executed by it; (b) the incumbency and signatures of those of its officers or agents authorized to act with respect to this Amendment, the Additional Notes and each other Credit Document executed by it; and (c) such Trust's valid existence as evidenced by a certificate issued by the Secretary of State of The Administrative Commonwealth of Massachusetts and appended to the relevant certificate of its Secretary or Assistant Secretary; upon which certificates the Agent and each Bank may conclusively rely until they shall have received a legal opinion of ▇▇▇▇▇▇ further certificate from the relevant Trust canceling or amending such prior certificate; 4.1.4 an opinion, dated the date hereof and addressed to the Agent and all Banks, from Ropes & ▇▇▇▇▇▇▇ LLP as outside , counsel to the Credit Parties New Borrower Parties, substantially in the form and substance reasonably acceptable to the Administrative Agent. (hof Exhibit 4.1(c) The Administrative Agent shall have received an officer’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to this Agreement. (i) The Administrative Agent shall have received (A) evidence reasonably satisfactory to it that the Borrower has entered into commodity Hedging Arrangements in accordance with Section 5.15 of the Credit Agreement, as amended by this Agreement, which Liberty Funds Trust I and (B) Liberty Funds Trust VII expressly authorize and instruct such counsel to prepare and deliver; 4.1.5 an updated Schedule 4.23 setting forth the information required by Section 4.23 initial Borrowing Base Certificate for each New Borrower Party; 4.1.6 a revised Allocation Notice; 4.1.7 copies of the Credit Agreement, as amended by this Agreement, as most recent prospectus and statement of additional information for each New Borrower Party; 4.1.8 a form FR U-1 of the Effective Date.Board of Governors of the Federal Reserve System duly executed and completed by the New Borrower Parties; (j) The Administrative 4.1.9 copies of each investment advisory agreement between each New Borrower Party and the Adviser, together with all sub-advisory agreements, if any; and 4.1.10 the Agent shall have received evidence of payment of all accrued and unpaid fees, costs and expenses to the extent then due and payable on the Amendment Effective Date, together with Attorney Costs of the Agent to the extent invoiced prior to or on the Amendment Effective Date, plus such other documents, governmental certificates, agreements, additional amounts of Attorney Costs as shall constitute the Agent's reasonable estimate of Attorney Costs incurred or to be incurred by it through the amendment proceedings (provided that such estimate shall not thereafter preclude final settling of accounts between the Funds and lien searches as the Administrative Agent or any Lender may reasonably requestAgent).

Conditions to Effectiveness. This Agreement Fourth Amendment shall become effective on the Effective Date and enforceable against the parties hereto upon the occurrence as of the following conditions precedent:date (the “Amendment Effective Date”) when, and only when, (a) The the Administrative Agent shall have received multiple original counterparts, as requested by the Administrative Agent, counterparts of this AgreementFourth Amendment executed by Holdings, duly and validly executed and delivered by duly authorized officers of the Borrower, the Guarantorseach other Loan Party, the Administrative Agenteach Assignor, the Issuing each Assignee, each Extended Revolving Lender and all a number of Revolving Lenders representing more than 50% of the Lenders.outstanding Revolving Commitments (calculated immediately after giving effect to the Assignments and immediately prior to giving effect to the Amendments), (b) The the Administrative Agent shall have received from the Borrower all participation fees accrued and unpaid as of the Amendment Effective Date with respect to the Revolving Lenders’ aggregate participations in Letters of Credit for the ratable account of the Revolving Lenders, (c) the Borrower shall have paid to the Administrative Agent for the account of each Extended Revolving Lender an upfront fee equal to 1.50% of the sum of such Extended Revolving Lender’s Extended Revolving Commitment as of the Amendment Effective Date; (d) (i) all promissory notes evidencing Revolving Loans that are being converted to Extended Revolving Loans shall have been surrendered to the Administrative Agent and cancelled (or arrangements therefor satisfactory to the Administrative Agent shall have been made) and (ii) each Revolving Lender and Extended Revolving Lender shall have received a promissory note evidencing the aggregate amount of Revolving Loans or Extended Revolving Loans of the Borrower to such Lender, if requested a reasonable amount of time prior to the Amendment Effective Date, (e) (i) the Administrative Agent shall have received a Note payable to each Lender requesting a Note in the amount of its Commitments after giving effect to this Agreement, duly and validly executed and delivered by duly authorized officers of the Borrower. (c) The Borrower shall have paid (a) all reasonable outcompleted “Life-of-pocket costs Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and expenses that have been invoiced flood disaster assistance duly executed by the Borrower and are payable pursuant to Section 9.1 of each Loan Party relating thereto) and (ii) the Credit Agreement, and (b) all fees owing pursuant to that certain Engagement Letter dated as of April 26, 2016 among ▇▇▇▇▇ Fargo Bank, N.A., ▇▇▇▇▇ Fargo Securities, LLC and Jagged Peak Energy LLC. (d) The Administrative Agent shall have received duly executed Mortgagesa copy of, or supplements a certificate as to existing Mortgagescoverage under, the insurance policies required by Section 5.07 including, without limitation, flood insurance policies (to the extent required in order to comply with applicable law) and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a “standard” or “New York” lender’s loss payable or mortgagee endorsement (as applicable) and shall name the Collateral Agent, on behalf of the Secured Parties, as additional insured, in form and substance reasonably satisfactory to the Administrative Agent encumbering not less than 90% (by PV10) of the Credit Parties’ Proven Reserves and 90% (by PV10) of the Credit Parties’ PDP Reserves, in each case, as described in the most recently delivered Engineering Report.Agent; (ef) The the Administrative Agent shall have received satisfactory title information and be satisfied in its sole discretion with the title received, to the Oil and Gas Properties included extent invoiced, payment of all fees in the Borrowing Base, and that such Oil and Gas Properties constitute (i) at least 80% of the PV10 of the Proven Reserves of amounts separately agreed between the Borrower and its Subsidiaries evaluated in the most recently delivered Independent Engineering ReportAdministrative Agent, then due and payable, and reimbursement or payment of all reasonable out-of-pocket expenses (ii) that including the Borrower has good reasonable fees, charges and marketable title to its Oil and Gas Properties, subject to no other liens (other than Permitted Liens). (f) The Administrative Agent shall have received one or more Account Control Agreements duly executed and delivered by the applicable Credit Parties, disbursements of ▇▇▇▇▇▇ Fargo Bank, N.A., as the depository bank and the Administrative Agent. (g) The Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ llp) required to be reimbursed or paid by any Loan Party hereunder or under any other Loan Document, (g) the Administrative Agent shall have received copies of the resolutions of the board of directors (or authorized committee thereof) of (x) Holdings, (y) the Borrower and (z) each Subsidiary Loan Party approving and authorizing the execution, delivery and performance of this Fourth Amendment, certified as of the Amendment Effective Date by the corporate secretary or an assistant secretary thereof as being in full force and effect without modification or amendment, and (h) the Administrative Agent shall have received a legal opinion dated the Amendment Effective Date from Dechert LLP as outside counsel addressed to each Agent and each Lender with respect to the effectiveness of this Fourth Amendment and its non-contravention with the Credit Parties Agreement and such other matters as the Administrative Agent shall reasonably request, in form and substance reasonably acceptable satisfactory to the Administrative Agent. . The effectiveness of this Fourth Amendment (hother than Sections Six, Seven and Eight hereof) The Administrative Agent shall have received an officer’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to this Agreement. (i) The Administrative Agent shall have received (A) evidence reasonably satisfactory to it that is conditioned upon the Borrower has entered into commodity Hedging Arrangements in accordance with Section 5.15 accuracy of the Credit Agreement, as amended by this Agreement, representations and (B) an updated Schedule 4.23 setting warranties set forth the information required by in Section 4.23 Four hereof. The effectiveness of the Credit Agreement, as amended by this Agreement, as Amendments is conditioned upon the occurrence of the Effective DateAssignments. (j) The Administrative Agent shall have received such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent or any Lender may reasonably request.

Conditions to Effectiveness. This Agreement (a) All provisions of this First Amendment except Sections 1(b) and 1(c) shall become be effective on upon satisfaction of, or completion of, the Effective Date and enforceable against the parties hereto upon the occurrence of the following conditions precedentfollowing: (ai) The the Administrative Agent shall have received multiple original counterparts, as requested by the Administrative Agent, of this Agreement, duly and validly executed and delivered by duly authorized officers of signature pages from the Borrower, the GuarantorsAdministrative Agent and not less than the Required Lenders prior to May 30, 2006 at 3:00 p.m., eastern time (the “Initial Approving Lenders”); and (ii) the Administrative Agent, Agent shall have received for the Issuing Lender and all account of the Initial Approving Lenders., an amendment fee in immediately available funds in an amount equal to the product of (x) 0.05% and (y) each such Initial Approving Lender’s Commitment; and (biii) The the Administrative Agent shall have received a duly executed Replacement Note payable to for each such Initial Approving Lender requesting a Note in the amount of its Commitments after giving effect to whose Commitment is being extended by this AgreementFirst Amendment who has requested any such Replacement Note, duly and validly executed and delivered by duly authorized officers of the Borrower. (c) The Borrower shall have paid (a) all reasonable out-of-pocket costs and expenses that have been invoiced and are payable pursuant to Section 9.1 of the Credit Agreement, if any; and (biv) all fees owing pursuant to that certain Engagement Letter dated as of April 26, 2016 among ▇▇▇▇▇ Fargo Bank, N.A., ▇▇▇▇▇ Fargo Securities, LLC and Jagged Peak Energy LLC. (d) The Administrative Agent shall have received duly executed Mortgages, or supplements to existing Mortgages, in form and substance reasonably satisfactory to the Administrative Agent encumbering not less than 90% (by PV10) of the Credit Parties’ Proven Reserves and 90% (by PV10) of the Credit Parties’ PDP Reserves, in each case, as described in the most recently delivered Engineering Report. (e) The Administrative Agent shall have received satisfactory title information and be satisfied in its sole discretion with the title to the Oil and Gas Properties included in the Borrowing Base, and that such Oil and Gas Properties constitute (i) at least 80% of the PV10 of the Proven Reserves of the Borrower and its Subsidiaries evaluated in the most recently delivered Independent Engineering Report, and (ii) that the Borrower has good and marketable title to its Oil and Gas Properties, subject to no other liens (other than Permitted Liens). (f) The Administrative Agent shall have received one or more Account Control Agreements duly executed and delivered by the applicable Credit Parties, ▇▇▇▇▇ Fargo Bank, N.A., as the depository bank and the Administrative Agent. (g) The Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP as outside counsel to the Credit Parties in form and substance reasonably acceptable to the Administrative Agent. (h) The Administrative Agent shall have received an officer’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to this Agreement. (i) The Administrative Agent shall have received (A) evidence reasonably satisfactory to it that the Borrower has entered into commodity Hedging Arrangements in accordance with Section 5.15 of the Credit Agreement, as amended by this Agreement, and (B) an updated Schedule 4.23 setting forth the information required by Section 4.23 of the Credit Agreement, as amended by this Agreement, as of the Effective Date. (j) The Administrative Agent shall have received such other documents, governmental instruments, and certificates, agreementsin form and substance satisfactory to Administrative Agent and the Lenders, and lien searches as the Administrative Agent and the Lenders shall deem necessary or appropriate in connection with this First Amendment and the transactions contemplated hereby; and (b) Sections 1(b) and 1(c) of this First Amendment shall be effective only upon satisfaction of, or completion of, the following: (i) the Administrative Agent shall have received an executed signature page from each Lender not constituting an Initial Approving Lender not later than June 8, 2006; and (ii) the Administrative Agent shall have received for the account of each such Lender described in (b)(i) immediately preceding, an amendment fee in immediately available funds in an amount equal to the product of (x) 0.05% and (y) each such approving Lender’s Commitment; and (iii) the Administrative Agent shall have received a duly executed Replacement Note for each such Lender whose Commitment is being extended by this First Amendment who has requested any Lender may reasonably requestsuch Replacement Note, if any; and (iv) the Administrative Agent shall have received such other documents, instruments, and certificates, in form and substance satisfactory to Administrative Agent and the Lenders, as the Administrative Agent and the Lenders shall deem necessary or appropriate in connection with this First Amendment and the transactions contemplated hereby.

Conditions to Effectiveness. This Agreement Amendment shall become effective on as of the first date (the “Effective Date and enforceable against the parties hereto upon the occurrence Date”) when each of the following conditions precedent:below have been fulfilled to the reasonable satisfaction of (or waiver by) the Administrative Agent and the FILO Agent in accordance with the terms hereof. (a) The Administrative Agent and the FILO Agent shall have received multiple original counterpartsthe following: (i) this Amendment executed by Holdings, as requested by the Administrative Agent, of this Agreement, duly and validly executed and delivered by duly authorized officers of the Borrower, the Guarantorsother Loan Parties, the Administrative Agent, the Issuing FILO Agent and the Existing Lenders constituting the Requisite Lenders and the Requisite FILO Lenders and, solely for purposes of amending the term “Scheduled Termination Date”, and “FILO Maturity Date” each Lender directly and all adversely affected thereby. (ii) (x) a certificate of a Responsible Officer of the LendersBorrower, dated as of the Effective Date, which shall (A) certify the resolutions of the board of directors, members or other body authorizing the execution, delivery and performance by each Loan Party of this Amendment and the Credit Agreement, as amended hereby, (B) identify by name and title and bear the signatures of the officers of each Loan Party authorized to sign this Amendment and the other Loan Documents and (C) contain appropriate attachments, including the organization documents of each Loan Party certified, if applicable, by the relevant authority of the jurisdiction of organization of the such Loan Party and (y) a good standing certificate as of a recent date for the Borrower and each Guarantor from its jurisdiction of organization. (iii) a solvency certificate from the chief financial officer of the Borrower (as of the Effective Date). (iv) a certificate of a Responsible Officer of the Borrower, certifying to the matters set forth in Section 2(b) below. (v) executed copies of (i) the First Amendment to Intercreditor Agreement, dated as of the date hereof, among the Administrative Agent, the Collateral Agent, the Term Facility Administrative Agent and the Second Lien Administrative Agent, and acknowledged by the Borrower, Holdings and the other Guarantors, (ii) the Second Lien Credit Agreement, (iii) Amendment No. 3 to the Term Facility Credit Agreement, dated as of the date hereof, among the Borrower, Holdings, the other loan parties party thereto, the lenders party or consenting in writing thereto and the Term Facility Administrative Agent and (iv) the First Lien/Second Lien Intercreditor Agreement, each of which shall be in full force and effect. (b) The Administrative Agent shall have received a Note payable to each Lender requesting a Note in On and as of the amount of its Commitments Effective Date, both immediately before and immediately after giving effect to the effectiveness of this AgreementAmendment, duly (A) the representations and validly executed and delivered by duly authorized officers warranties of the BorrowerBorrower and each other Loan Party contained in Article V of the Credit Agreement or any other Loan Document shall be true and correct in all material respects; provided that, to the extent such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; and provided, further that, any representation or warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates and (B) no Event of Default or Default shall exist, or would result from, the execution or delivery of this Amendment. (c) All conditions to effectiveness contained in Section 3 of that certain Amendment No. 3 to the Term Loan Credit Agreement, dated as of the date hereof, among the Borrower, Holdings, the loan parties party thereto, each lender party thereto and Royal Bank, as Term Facility Administrative Agent, shall have been, or concurrently with the effectiveness of this Amendment be, satisfied (or waived). (d) The Borrower shall have paid (awhich may occur substantially simultaneously with the effectiveness of this Amendment on the Effective Date) (i) all reasonable, documented and invoiced fees payable to the Administrative Agent in connection with this Amendment, (ii) all reasonable out-of-pocket costs fees, expenses and expenses that have been invoiced and are payable pursuant to Section 9.1 disbursements of the Credit Agreement, and (b) all fees owing pursuant to that certain Engagement Letter dated as of April 26, 2016 among ▇▇▇▇ ▇▇▇▇▇▇▇▇ Fargo BankLLP, N.A.as counsel for the Administrative Agent, incurred in connection with the preparation, negotiation and execution of this Amendment to the extent invoiced at least three (3) Business Days prior to the date hereof and (iii) all reasonable fees, expenses and disbursements of ▇▇▇▇▇▇▇ Fargo Securities▇▇▇▇ & ▇▇▇▇▇ LLP, LLC as counsel for the FILO Agent, incurred in connection with the preparation, negotiation and Jagged Peak Energy LLC. (d) The Administrative Agent shall have received duly executed Mortgages, or supplements to existing Mortgages, in form and substance reasonably satisfactory execution of this Amendment to the Administrative Agent encumbering not less than 90% extent invoiced at least three (by PV103) of Business Days prior to the Credit Parties’ Proven Reserves and 90% (by PV10) of the Credit Parties’ PDP Reserves, in each case, as described in the most recently delivered Engineering Reportdate hereof. (e) The Administrative Agent shall have received satisfactory title information and be satisfied in its sole discretion a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with the title respect to the Oil and Gas Properties included in the Borrowing Base, and that such Oil and Gas Properties constitute (i) at least 80% of the PV10 of the Proven Reserves of the Borrower and its Subsidiaries evaluated in the most recently delivered Independent Engineering Report, and (ii) that the Borrower has good and marketable title to its Oil and Gas Properties, subject to no other liens (other than Permitted Liens)each Mortgaged Property. (f) The Administrative Agent Borrower shall have received one or more Account Control Agreements duly executed and delivered by the applicable Credit Parties, ▇▇▇▇▇ Fargo Bank, N.A., as the depository bank and the Administrative Agent. (g) The Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP as outside counsel to the Credit Parties in form and substance reasonably acceptable to the Administrative Agent. (h) The Administrative Agent shall have received an officer’s a perfection certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to this Agreement. (i) The Administrative Agent shall have received (A) evidence reasonably satisfactory to it that the Borrower has entered into commodity Hedging Arrangements in accordance with Section 5.15 of the Credit Agreement, as amended by this Agreement, and (B) an updated Schedule 4.23 setting forth the information required by Section 4.23 of the Credit Agreement, as amended by this Agreement, as of the Effective Date. (j) The Administrative Agent shall have received such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent (but including, for the avoidance of doubt, a reasonably detailed list of all owned real property, including, where applicable, an identification of such owned real property as Material Real Property, Excluded Real Property or any Lender may reasonably requestof the type that is eligible for an Exempt Permitted Sale-Leaseback Transaction).

Conditions to Effectiveness. This Agreement First Amendment shall become effective on the date upon which the Administrative Agent (or its counsel) receives: a. a counterpart of this First Amendment, signed on behalf of each of the Borrowers and each of the Lenders constituting Required Lenders, or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this First Amendment) that each such Person has signed a counterpart of this First Amendment; b. a certificate duly executed by a Financial Officer of LMI and dated as of the Effective Date and enforceable against the parties hereto upon the occurrence of the following conditions precedentcertifying that: i. the conditions set forth in paragraphs (a) The Administrative Agent shall have received multiple original counterparts, as requested by the Administrative Agent, of this Agreement, duly and validly executed and delivered by duly authorized officers of the Borrower, the Guarantors, the Administrative Agent, the Issuing Lender and all of the Lenders. (b) The Administrative Agent shall have received a Note payable to each Lender requesting a Note in of Section 4.02 of the amount of its Commitments Credit Agreement are satisfied both before and immediately after giving effect to this Agreement, duly and validly executed and delivered by duly authorized officers of the Borrower.Accordion Increase; and (c) The Borrower ii. the Borrowers shall have paid (a) all reasonable out-of-pocket costs and expenses that have been invoiced and are payable pursuant to be in pro forma compliance with each financial covenant set forth in Section 9.1 6.10 of the Credit Agreement, and recomputed (bA) all fees owing pursuant as if the Accordion Increase (and any drawings of the Accordion Increase and the application of proceeds thereof to that certain Engagement Letter dated the repayment of any other Indebtedness) had occurred on the first day of the most recent Reference Period preceding the date thereof for which the Borrowers have delivered Financial Statements, (B) with Indebtedness measured as of April 26, 2016 among ▇▇▇▇▇ Fargo Bank, N.A., ▇▇▇▇▇ Fargo Securities, LLC the date of and Jagged Peak Energy LLC.immediately after giving effect to any funding in connection with the Accordion Increase (and any drawings of the Accordion Increase and the application of proceeds thereof to the repayment of any other Indebtedness) and (C) with Adjusted EBITDA measured on a Pro Forma Basis for the Reference Period then most recently ended for which LMI has delivered Financial Statements; c. such documents and certificates (dincluding resolutions) The as the Administrative Agent shall have received duly executed Mortgagesor its counsel may reasonably request relating to each of the Borrowers’ corporate power and authority to effect the Accordion Increase, or supplements to existing Mortgagesthe Accordion Re-Set and enter into this First Amendment, all in form and substance reasonably satisfactory to the Administrative Agent encumbering not less than 90% and its counsel; d. favorable written opinions (by PV10) of addressed to the Credit Parties’ Proven Reserves and 90% (by PV10) of the Credit Parties’ PDP Reserves, in each case, as described in the most recently delivered Engineering Report. (e) The Administrative Agent shall have received satisfactory title information and be satisfied in its sole discretion with the title to the Oil and Gas Properties included in the Borrowing Base, and that such Oil and Gas Properties constitute (i) at least 80% of the PV10 of the Proven Reserves of the Borrower and its Subsidiaries evaluated in the most recently delivered Independent Engineering Report, and (ii) that the Borrower has good and marketable title to its Oil and Gas Properties, subject to no other liens (other than Permitted Liens). (f) The Administrative Agent shall have received one or more Account Control Agreements duly executed and delivered by the applicable Credit Parties, ▇▇▇▇▇ Fargo Bank, N.A., as the depository bank and the Administrative Agent. (gLenders and dated the Effective Date) The Administrative Agent shall have received a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP as outside and ▇▇▇▇▇▇ and Calder, counsel to for the Credit Parties Loan Parties, consistent with those delivered in form and substance reasonably acceptable to connection with the Administrative Agent. (h) The Administrative Agent shall have received an officer’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to this Agreement. (i) The Administrative Agent shall have received (A) evidence reasonably satisfactory to it that the Borrower has entered into commodity Hedging Arrangements in accordance with Section 5.15 closing of the Credit Agreement, as amended by this to the corporate power and authority of each of the Borrowers (A) to borrow hereunder immediately after giving effect to the Accordion Increase and (B) to authorize the Accordion Increase and the Accordion Re-Set; e. payment of the upfront fees for the Lenders participating in the Accordion Increase and any other required fees, in each case as agreed with the Administrative Agent and (i) in the case of each Increasing Lender, if any, LMI and such Increasing Lender shall execute an agreement substantially in the form of Exhibit E to the Credit Agreement, and (Bii) in the case of each Augmenting Lender, if any, LMI and such Augmenting Lender shall execute an updated Schedule 4.23 setting forth agreement substantially in the information required by Section 4.23 form of Exhibit F to the Credit Agreement, as amended by this Agreement, as of the Effective Date. (j) The Administrative Agent shall have received such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent or any Lender may reasonably request.