Common use of Documentation Clause in Contracts

Documentation. The Administrative Agent shall have received the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules; (ii) a favorable opinion of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents; (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,

Documentation. The Administrative Agent shall have received the following duly executed by all the parties theretoand each Lender received, in form and substance satisfactory to it and its counsel, each of the Administrative Agent, the Issuing Lender following duly executed and the Lenders, and, where applicable, in sufficient copies for each Lenderdelivered: (i) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan DocumentsDocuments and Transaction Documents to be executed on the Closing Date (except in each case, and all attached exhibits and schedulesany Loan Document or Transaction Document delivery of which was a Post-Closing Obligation (as defined in the Existing Credit Agreement)); (ii) from each Loan Party which is a favorable opinion of party to any Loan Documents other than the Borrower’sUK Guarantor, its Subsidiaries’ and the Guarantors’ counsel a certificate dated as of the Closing Date executed by two (2) authorized officers, or as the context may require, two (2) directors of such Loan Party (or, with respect to the Japanese Guarantor and the Israeli Guarantor, one such officer or director) certifying and attaching: (A) copies of the Organization Documents of such Loan Party, together with all amendments thereto (including, without limitation, a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified (except in respect of the Israeli Guarantor) as of a recent date not more than thirty (30) days prior to the Closing Date by an appropriate official of this the jurisdiction of organization of such Loan Party which set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction), (B) a copy of the resolutions or written consents (1) of such Loan Party authorizing the borrowings hereunder and the transactions contemplated by the Transaction Documents and the Transaction Documents to which such Loan Party is or will be a party, and (2) of such Loan Party authorizing the execution, delivery and performance by such Loan Party of each Loan Document and Transaction Documents to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith, including, without limitation, in the case of the Borrower, the “Warrants” (as such term was defined in the Initial Credit Agreement), (C) the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document and Transaction Document (in the case of a Borrower, including, without limitation, Notices of Borrowing and all other notices under the Existing Credit Agreement and substantially the other Loan Documents and Transaction Documents) to which such Loan Party is or will be a party and the other documents executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers, (D) [Reserved], (E) with respect to the Borrower and the Loan Parties that are Subsidiaries organized in the form United States or the District of Columbia, a certificate of the attached Exhibit K covering Secretary of State or other appropriate official(s) of the matters discussed jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, in each U.S. state of foreign qualification of such Loan Party certifying as of a recent date not more than fifteen (15) days prior to the Closing Date as to the existence or subsistence in good standing of such Loan Party in such Exhibit jurisdictions, in each case to the extent generally available in such jurisdictions and such (F) in the case of the Israeli Guarantor, a certification from the board of directors that pursuant to sections 256(d) and 282 of the Israeli Companies Law, that all approvals, as required under the Israeli Companies Law (including, without limitation, under sections 255, 270-272 and Section 277 thereof) and the Organization Documents of Israeli Guarantor, had been duly obtained for, amongst other matters as any Lender through things, the Administrative Agent may reasonably requesttransactions contemplated by the Loan Documents and the Transaction Documents; (iii) copieswith respect to the UK Guarantor, certified a certificate dated as of the date of this Agreement Closing Date executed by a Responsible Officer director in usual and customary format in the context of loan transactions in the U.K. as agreed between counsel to the Administrative Agent and counsel to the Borrower certifying and attaching: (A) resolutions of its Board of Directors then in full force and effect (i) authorizing the execution, delivery and performance of each Loan Document and the UK Security Documents to which it is party, (ii) authorizing a specified person or persons on its behalf to sign and/or dispatch all documents and notices to be signed and/or dispatched by it under or in connection with the Loan Documents and the UK Security Documents to which it is a party; and (iii) certifying that the guaranteeing of the obligations of the Borrower would not cause any guaranteeing or similar limit binding on it to be exceeded; (B) a specimen signature of each person authorized by the resolution referred to at (A); (C) resolutions of the resolutions Borrower as the shareholder of UK Guarantor, approving the execution, delivery and performance of each Loan Document and the UK Security Documents to which UK Guarantor is party; (D) resolution of the Board of Directors of the Borrower as the shareholder of UK Guarantor, approving the Loan Documents resolutions of shareholders referred to which the Borrower is a partyat (C); and (E) true, (B) the certificate of incorporation complete and up-to-date copies of the Borrower, (C) the bylaws constitutional documents of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents;UK Guarantor. (iv) certificates of a Responsible Officer evidence of the Borrower certifying insurance coverage and endorsements required by Section 6.13 and the names and true signatures terms of the officers Collateral Documents and such other insurance coverage with respect to the business and operations of the Borrower authorized to sign this Agreement, Loan Parties as the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a partyCollateral Agent may reasonably request; (v) copies, certified as [Reserved]; (vi) evidence of the date of this Agreement by third-party consents listed on Schedule 5.03 to the Existing Credit Agreement; (vii) a Responsible Officer or the secretary or an assistant secretary of each Guarantor of customary legal opinion from (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving D▇▇▇▇▇ & W▇▇▇▇▇▇ LLP, as United States counsel to the Loan Documents Parties; (B) City-Yuwa Partners, as Japanese counsel to which it is a party,the Loan Parties; (C) H▇▇▇▇▇ F▇▇ & N▇▇▇▇▇, as Israeli counsel to the Loan Parties; and (D) R▇▇▇ ▇▇▇▇▇ LLP, as counsel to the Administrative Agent in England and Wales. (viii) the audited financial statements of Borrower and its Subsidiaries for the fiscal year ending December 31, 2019; and (ix) such other documents, evidence and information as the Administrative Agent reasonably required.

Documentation. The On or before the day on which the initial Borrowing is made or the initial Letter of Credit is issued, the Administrative Agent and the Lenders shall have received the following following, each dated on or before such day, duly executed by all the parties thereto, each in form and substance satisfactory to the Administrative Agent, the Issuing Lender Agent and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, Agreement and all attached Exhibits and Schedules; (ii) a Revolving Note payable to the order of each Lender in the amount of its Revolving Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules; (ii) a favorable opinion of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of Swing Line Note payable to the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestSwing Line Lender; (iii) copiesthe Security Agreement, certified together with UCC-1 financing statements and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in the Collateral described therein; (iv) the Pledge Agreement pledging to the Administrative Agent for the benefit of the Secured Parties all of the Equity Interests of the Domestic Subsidiaries of such Loan Party, together with stock certificates, stock powers executed in blank, UCC-1 financing statements and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Equity Interests; (v) a Custodial Agreement executed by the Administrative Agent, the Loan Parties and Custodians selected by the Borrower and approved by the Administrative Agent in its sole discretion; (vi) a certificate dated as of the date of this Agreement by Closing Date from a Responsible Officer of the Borrower of stating that (A) all representations and warranties of such Person set forth in this Agreement and in the other Loan Documents to which it is a party are true and correct; (B) no Default has occurred and is continuing; (C) the conditions in this Section 3.01 to be satisfied by any Loan Party have been met; and (D) the combined Adjusted Consolidated EBITDA of COWS, DDC and their respective Subsidiaries for the period of four fiscal quarters ending on June 30, 2014 is no less than $60,000,000; (vii) copies of the certificate or articles of incorporation or other equivalent organizational documents, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization; (viii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or other equivalent organizational documents of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors or other equivalent body of such Loan Party authorizing the Borrower approving execution, delivery and performance of the Loan Documents to which the Borrower such Loan Party is a partyparty and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or other organizational documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to paragraph (vii) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document, Notices of Borrowing or any other document delivered in connection herewith on behalf of such Loan Party; (ix) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to (viii) above; (x) certificates from the appropriate Governmental Authority certifying as to the good standing, existence and authority of each of the Loan Parties in all jurisdictions where reasonably required by the Administrative Agent; (xi) a favorable opinion dated as of the Closing Date of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel to the Loan Parties; (xii) copies of each of the Transaction Documents certified as of the Closing Date by a Responsible Officer (A) as being true and correct copies of such documents as of the Closing Date, (B) the certificate of incorporation of the Borrower, as being in full force and effect and (C) that no material term or condition thereof shall have been amended, modified or waived after the bylaws execution thereof without the prior written consent of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan DocumentsAdministrative Agent; (ivxiii) certificates a certificate as to coverage under, the insurance policies required by Section 5.06 and the applicable provisions of the Security Documents, which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Administrative Agent as additional insureds in form and substance reasonably satisfactory to the Administrative Agent; and (xiv) a certificate of a Responsible Officer of the Borrower in form and substance satisfactory to the Administrative Agent certifying the names and true signatures calculation of the officers Leverage Ratio as of June 30, 2014 after giving pro forma effect to the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a partyTransactions; (vxv) copiessuch other documents, certified governmental certificates and agreements as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,Administrative Agent may reasonably request.

Documentation. The Administrative Agent Lender shall have received the following duly executed by all the parties theretoreceived, in form and substance satisfactory to the Administrative AgentLender, each of the Issuing Lender following, duly executed and the Lenders, and, acknowledged where applicable, in sufficient copies for each Lenderappropriate by all parties thereto: (i) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules; (ii) a favorable opinion of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, the Collateral Documents, the Merger Agreement and the other Loan Documents; (ivii) certificates of a Responsible certificate from a Senior Officer of the Borrower certifying (A) that the names representations and true signatures warranties of the officers Loan Parties contained in Article V and each other Loan Document are true and correct in all material respects (or, in the case of any such representation and warranty that is subject to a materiality or Material Adverse Effect qualification, in all respects) on and as of the Borrower authorized to sign this AgreementClosing Date, (B) that no Default exists as of the Notes, Notices of Borrowing, Notices of Conversion or ContinuationClosing Date, and no Default shall occur on the other Closing Date as a result of making any Credit Extension on the Closing Date or from the application of the proceeds thereof, and (C) since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect; (iii) a certificate of a Senior Officer of each Loan Party certifying as to the incumbency and genuineness of the signature of each officer of such Loan Party executing Loan Documents to which the Borrower it is a party; (v) copiesparty and certifying that attached thereto are true, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor correct and complete copies of (A) the resolutions Organization Documents of such Loan Party which, in the case of the Board articles or certificate of Directors incorporation or formation (or equivalent), shall be certified as of a recent date by the appropriate Governmental Authority and (B) resolutions duly adopted by the board of directors (or other applicable governing body) of such Guarantor Loan Party authorizing and approving the transactions contemplated hereunder and the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party,; (iv) a certificate as of a recent date of the good standing (or equivalent) of each Loan Party under the Laws of its jurisdiction of incorporation, organization or formation (or equivalent), as applicable, and, to the extent requested by the Lender, each other jurisdiction where such Loan Party is qualified to do business; and (v) favorable opinions of special counsel to the Loan Parties, dated as of the Closing Date, addressed to the Lender and covering such matters relating to the Loan Documents and the transactions contemplated thereunder as the Lender shall reasonably request and otherwise in form and substance acceptable to the Lender (and its counsel).

Documentation. The Administrative Agent shall have received the following duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guarantiesif requested by such Lender, the Pledge AgreementGuaranty, the Security AgreementsAgreement, and Mortgages encumbering (A) at least 8095% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and the Oil and Gas Properties in connection therewithrelating thereto, (B) 95% (by value) of the Loan Parties’ other Oil and Gas Properties, and each (C) 100% (by value) of the other Loan Documents, and all attached exhibits and schedulesOriginal Mortgaged Properties; (ii) Transfer Letters executed in blank by the applicable Loan Parties (in such number as requested by the Administrative Agent); (iii) Account Control Agreements to the extent required under Section 6.26; (iv) (A) a favorable opinion of the Borrower’s, its Subsidiaries’ and the GuarantorsLoan Parties’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed (B) local counsel opinions in such Exhibit and such other jurisdictions where Mortgages need to be filed in order to comply with the requirements of Section 5.08, in each case, covering matters as any Lender through the Administrative Agent may reasonably request; (iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents; (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor Loan Party of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor Loan Party approving the Loan Documents to which it is a party,, (B) the partnership agreement, articles or certificate of incorporation, or certificate of formation (as applicable) and the limited liability company agreement, operating agreement, partnership agreement or bylaws (as applicable) of such Loan Party, and (C) all other documents evidencing other necessary corporate action and Governmental Approvals, if any, with respect to the Loan Documents to which such Loan Party is a party; (vi) certificates of a Responsible Officer of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign this Agreement and the other Loan Documents to which such Loan Party is a party; (vii) appropriate UCC-1 Financing Statements covering the Collateral for filing with the appropriate authorities and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Collateral; (viii) certificates evidencing the Equity Interests, if any, required in connection with the Security Agreement and powers executed in blank for each such certificate; (ix) insurance certificates in compliance with Section 5.02 and otherwise reasonably satisfactory to the Administrative Agent; (x) certificates of good standing for each Loan Party in each state in which each such Person is organized, which certificate shall be (A) dated a date not sooner than 30 days prior to the date of this Agreement and (B) otherwise effective on the Closing Date; (xi) [Reserved] (xii) a solvency certificate dated as of the date of this Agreement from the Chief Financial Officer or Treasurer of the Borrower in substantially the form attached as Exhibit K; and (xiii) a funds flow memorandum in form and substance reasonably acceptable to the Administrative Agent.

Documentation. The Administrative Agent shall have received counterparts of this Agreement executed by the Borrower, the Guarantors and the Banks, and the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, and, with respect to this Agreement, the Issuing Lender Notes, all Guaranties and the Lenders, and, where applicableEnvironmental Indemnity, in sufficient copies for each Lender:Bank (except for each Note, as to which one original of each shall be sufficient): (i) this Agreement, a Note duly executed by the Borrower and payable to the order of each Lender in Bank that has requested the amount of its Commitmentsame, the all Guaranties, and the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulesEnvironmental Indemnity; (ii) a favorable opinion certificate from the Chief Executive Officer, President or Chief Financial Officer of the Borrower’s, its Subsidiaries’ and Parent on behalf of the Guarantors’ counsel Borrower dated as of the date Closing Date stating that as of the Closing Date (A) all representations and warranties of the Borrower set forth in this Agreement and substantially the Credit Documents are true and correct in all material respects (except to the form extent that any representation or warranty that is qualified by materiality shall be true and correct in all respects); (B) no Default has occurred and is continuing; (C) the conditions in this Section 3.01 have been met or waived in writing; and (D) to the best of the attached Exhibit K covering Borrower’s knowledge there are no claims, defenses, counterclaims or offsets by the matters discussed in such Exhibit Borrower, the Parent and such other matters as any Lender through of their Subsidiaries against the Administrative Agent may reasonably requestBanks under the Credit Documents; (iii) copiesa certificate of the Secretary or an Assistant Secretary of the Parent on behalf of the Borrower, certified each Guarantor, each Subsidiary of the Parent and each general partner or managing member (if any) of each of the foregoing, dated as of the date of this Agreement by a Responsible Officer Closing Date certifying as of the Borrower of Closing Date to the extent applicable (A) the names and true signatures of officers or authorized representatives of the general partner of such Person authorized to sign the Credit Documents to which such Person is a party as general partner of such Person, (B) resolutions of the Board of Directors or the members of the Borrower general partner of such Person approving the Loan Documents to which the Borrower is a party, (B) the certificate transactions herein contemplated and of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvalsand other third party approvals and consents, if any, with respect to this Agreementthe transactions under the Credit Documents and each Credit Document to which it is or is to be a party, (C) a true and correct copy of the Noteorganizational documents of the general partner of such Person, (D) a true and correct copy of the bylaws, operating agreement, partnership agreement or other governing document of such Person, and (E) a true and correct copy of all partnership or other organizational authorizations necessary or desirable in connection with the other Loan Documentstransactions herein contemplated; (iv) certificates of a Responsible Officer certificate of the Borrower certifying the names and true signatures Secretary or an Assistant Secretary of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified Parent dated as of the date Closing Date certifying as of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of Closing Date (A) the resolutions of the Board of Directors (or other applicable governing body) the members of the general partner of such Guarantor Person approving the Loan transactions herein contemplated and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to the transactions under the Credit Documents and each Credit Document to which it is or is to be a party,, (B) the copies of the charter and bylaws of the Parent and any modification or amendment to the articles or certificate of incorporation or bylaws of the Parent made since such date, and (C) that the Parent owns 100% of the general partner interests and at least 70% of the limited partnership interests in the Borrower; (v) a copy of a certificate of the Secretary of State (or equivalent authority) of the jurisdiction of incorporation, organization or formation of each of the Parent, the Borrower and each Guarantor, dated reasonably near (but prior to) the Closing Date, certifying, if and to the extent such certification is generally available for entities of the type of such Person, (A) as to a true and correct copy of the charter, certificate of limited partnership, limited liability company agreement or other organizational document of such Person, and each amendment thereto on file in such Secretary’s office, (B) that (1) such amendments are the only amendments to the charter, certificate of limited partnership, limited liability company agreement or other organizational document, as applicable, of such Person on file in such Secretary’s office, (2) such Person has paid all franchise taxes to the date of such certificate and (C) such Person is duly incorporated, organized or formed and in good standing or presently subsisting under the laws of the jurisdiction of its incorporation, organization or formation; (vi) A copy of a certificate of the Secretary of State (or equivalent authority) of each jurisdiction in which any of the Parent, the Borrower and each Guarantor owns or leases property or in which the conduct of its business requires it to qualify or be licensed as a foreign corporation except where the failure to so qualify or be licensed could not reasonably be expected to result in a Material Adverse Change, dated reasonably near (but prior to) the Closing Date, stating with respect to each such Person that such Person is duly qualified and in good standing as a foreign corporation, limited partnership or limited liability company in such State and has filed all annual reports required to be filed to the date of such certificate; (vii) (A) one or more favorable written opinions of ▇▇▇▇▇▇▇, Diamond and Ash, ▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLP and Hunton & ▇▇▇▇▇▇▇▇ LLP, each special counsel for the Borrower, the Parent, and their Subsidiaries, in a form reasonably acceptable to the Administrative Agent, in each case dated as of the Closing Date and with such changes as the Administrative Agent may approve, and (B) such other legal opinions as the Administrative Agent shall reasonably request, in each case dated as of the Closing Date and with such changes as the Administrative Agent may approve; (viii) in the event the initial Advance is a LIBOR Advance made on the Closing Date, a breakage indemnity letter agreement executed by the Borrower and dated as of the date of the related Notice of Borrowing in form and substance satisfactory to the Administrative Agent; (ix) any information or materials reasonably required by the Administrative Agent or any Bank in order to assist the Administrative Agent or such Bank in maintaining compliance with (i) the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”) and (ii) any applicable “know your customer” or similar rules and regulations; (x) a Compliance Certificate duly executed by a Responsible Officer of the Parent, dated the Closing Date or, if later, the date of the initial Advance, in each case confirming that the Parent is in compliance with the covenants contained in Article VII on such date (including after giving effect to the initial Advance, if any, made on such date); (xi) such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent may reasonably request.

Documentation. The Administrative Agent shall have received the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender Agent and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, a Note payable to the order of each requesting Lender or its registered assigns in the amount of its Commitment, the Guaranties, the Pledge Guarantee and Collateral Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewithaccount control agreements required pursuant to Section 5.12, and each of the other Loan Documents, and all attached exhibits and schedules; (ii) a favorable opinion of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iii) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of the general partner of the Borrower of (A) the resolutions of the Board members of Directors the general partner of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation formation and the limited partnership agreement of the Borrower, (C) the bylaws certificate of formation and the limited liability company agreement of the Borrower general partner of the Borrower, and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the NoteNotes, and the other Loan Documents; (iviii) certificates of a Responsible Officer the secretary or assistant secretary of the general partner of the Borrower certifying the names and true signatures of the officers of the Borrower or general partner of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (iv) a certificate dated as of the Closing Date from a Responsible Officer of the general partner of the Borrower stating that (A) all representations and warranties set forth in this Agreement and the other Loan Documents are true and correct in all material respects, (B) no Default has occurred and is continuing, and (C) the conditions in this Section 3.01 have been met; (v) copiesappropriate UCC-1 Financing Statements covering the Collateral for filing with the appropriate authorities and any other documents, certified agreements or instruments necessary to create an Acceptable Security Interest in such Collateral; (vi) [reserved]; (vii) the Initial Engineering Report; (viii) stock, membership or partnership certificates required in connection with the Guarantee and Collateral Agreement and stock powers executed in blank for each such stock certificate; (ix) certificates of good standing and existence for each Loan Party in (A) the state, province or territory in which each such Person is organized, and (B) each state, province or territory in which such good standing is necessary, which certificates shall be dated a date not earlier than thirty (30) days prior to the Closing Date; (x) a favorable opinion of the Borrower’s counsel dated as of the date of this Agreement by a Responsible Officer in form and covering such matters as the Administrative Agent may reasonably request; and (xi) such other documents, governmental certificates, agreements and lien searches as the Administrative Agent or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,any Lender may reasonably request.

Documentation. The Administrative Agent shall have received counterparts of this Agreement executed by the Borrower and the Banks, and the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each LenderBank: (i1) this Agreement, a Note payable to the order of each Lender in the amount of its CommitmentGuaranty, the Guaranties, the Pledge Borrower Security Agreement, the Guarantors Security AgreementsAgreement, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulesany related Uniform Commercial Code financing statements; (ii2) a favorable opinion certificate from the Chief Executive Officer, President or Chief Financial Officer of the Borrower’s, its Subsidiaries’ Borrower dated as of the Effective Date stating that as of the Effective Date (A) all representations and warranties of the Borrower set forth in this Agreement and the Guarantors’ counsel Security Agreements are true and correct in all material respects; (B) no Default has occurred and is continuing; and (C) the conditions in this Section 3.1 have been met; (3) a certificate of the Secretary or an Assistant Secretary of the Borrower and each Guarantor dated as of the date of this Agreement certifying as of the date of this Agreement (A) the names and true signatures of officers of the Borrower and such Guarantor authorized to sign the Credit Documents to which such Person is a party, (B) resolutions of the Board of Directors of such Person with respect to the transactions herein contemplated, and (C) copies of the articles or certificate of incorporation and bylaws of such Person; (4) a favorable opinion of Rich▇▇▇ ▇. ▇▇▇▇▇▇, General Counsel to the Borrower and Guarantors, dated as of the Effective Date and in substantially the form of Exhibit H; (5) a favorable opinion of Brac▇▇▇▇▇ & ▇att▇▇▇▇▇, L.L.P., counsel to the Agent, dated as of the Effective Date and in substantially in the form of the attached Exhibit K covering I; (6) the matters discussed in such Exhibit audited Consolidated and unaudited consolidating balance sheet of the Borrower and its Subsidiaries as at December 31, 1997, and the related Consolidated and consolidating statements of operations, shareholders' equity and cash flows, of the Borrower and its Subsidiaries for the fiscal year then ended, duly certified by the Chief Financial Officer or Treasurer of the Borrower; (7) a Borrowing Base Certificate dated as of April 30, 1998 duly completed and executed by the Chief Financial Officer or Treasurer of the Borrower; and (8) such other matters documents, governmental certificates, agreements, lien searches as any Lender through the Administrative Agent may reasonably request; (iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents; (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,.

Documentation. The On or before the day on which the initial Revolving Borrowing is made, or the initial Letter of Credit is issued, or the Bridge Loans are made, the Administrative Agent and the Lenders shall have received the following following, each dated on or before such day, duly executed by all the parties theretothereto (or in the case of this Agreement, duly executed by the Borrowers, the Guarantors, the Administrative Agent, the Majority Lenders, and the Bridge Lenders), each in form and substance satisfactory to the Administrative Agent, the Issuing Lender Majority Lenders, and the Bridge Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, Agreement and all attached Exhibits and Schedules; (ii) any Note requested by a Note Lender pursuant to Section 2.02(g) payable to the order of each such requesting Lender in the amount of its CommitmentRevolving Commitment or Bridge Loans, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules; (ii) a favorable opinion of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestapplicable; (iii) copies, certified a certificate dated as of the date of this Agreement by Closing Date from a Responsible Officer of the Borrower of Borrowers stating that (A) the resolutions all representations and warranties of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower such Person set forth in this Agreement and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and in the other Loan Documents; (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,party are true and correct in all material respects; (B) no Default has occurred and is continuing; (C) the conditions in this Section 3.01 have been met; and (D) no default or event of default has occurred and is continuing under the Indenture governing the Senior Notes or under any Sowood Document; (iv) to the extent any have been entered into on or after September 30, 2008, copies of amendments to the certificate or articles of incorporation or other equivalent organizational documents of each Loan Party (including without limitation amendments to the certificate of incorporation of the Parent to reflect the terms of the Series B Convertible Preferred Stock and, as a consequence of the designation thereof, amendments necessary to conform the Series A Convertible Preferred Stock), certified as of a recent date by the Secretary of State of the state of its organization; (v) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of any amendments to the organizational documents of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Loan Party is a party and, in the case of the Borrower, the borrowings hereunder, the designation of the Series B Convertible Preferred Stock, and the amendment of the Certificate of Designation of the Series A Convertible Preferred Stock, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or other organizational documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certified copy thereof furnished pursuant to clause (iv) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document, Notices of Borrowing or any other document delivered in connection herewith on behalf of such Loan Party; (vi) a certificate of another officer of each Loan Party as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to (v) above; (vii) certificates from the appropriate Governmental Authority certifying as to the good standing, existence and authority of each of the Loan Parties in all jurisdictions where required by the Administrative Agent; (viii) a favorable opinion dated as of the Closing Date of Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel to the Loan Parties substantially similar to the opinion it delivered pursuant to the Existing Credit Agreement; (ix) a certificate from a Financial Officer of each Borrower dated as of the Closing Date addressed to the Administrative Agent and each of the Lenders regarding the matters set forth in Section 4.20; (x) a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.04 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Administrative Agent as an additional insured; (xi) a Borrowing Base Report dated as of October 31, 2008; (xii) a draft Compliance Certificate dated as of the Closing Date duly completed and executed by a Financial Officer of each Borrower with respect to the draft September 30, 2008 financials; (xiii) a copy of the risk management policy of the Borrowers (the “Risk Management Policy”) in form and substance satisfactory to the Majority Lenders accompanied by a certificate signed by a Responsible Officer certifying compliance with such Risk Management Policy; (xiv) copies of any amendments to Material Contracts reflected on Schedule 1.01(e) to the Existing Credit Agreement in effect on or after September 30, 2008 and each of the Material Contracts in effect on or after September 30, 2008 that are not reflected on Schedule 1.01(e) to the Existing Credit Agreement, each certified as of the Closing Date by a Responsible Officer of the Borrowers (A) as being true and correct copies of such documents as of the Closing Date, (B) as being in full force and effect and (C) that no material term or conditions thereof shall have been amended, modified or waived after the execution thereof without the prior written consent of the Administrative Agent;

Documentation. The Administrative Agent Lenders shall have received received, in form and substance satisfactory to each Lender, each of the following following, duly executed and acknowledged where appropriate by all the parties thereto: (i) This Agreement; (ii) the Notes issued to each Lender reflecting the Loans made by such ▇▇▇▇▇▇; (iii) [reserved]; (iv) the Collateral Documents, together with such UCC financing statements, evidence of the book-entry issuance of 150,000 shares of Borrower Common Stock, and stock powers, original promissory notes, notices of security interest to be filed in the United States Patent and Trademark Office and other instruments and documents required to be delivered under the Collateral Documents or as the Collateral Agent may otherwise determine to be necessary or reasonably appropriate to perfect the Liens granted thereunder, all in form and substance acceptable to the Collateral Agent; (v) specimen signatures certified by an appropriate officer of each Credit Party; (vi) Organization Documents and resolutions of the board of directors, or equivalent governing body, of each Credit Party, together with such other documents and certificates as the Lenders or their counsel may reasonably request relating to the organization, existence and good standing of each Credit Party, the authorization of the Transactions and any other legal matters relating to the Credit Parties, the Loan Documents or the Transactions; (vii) UCC and other search results required by the Lenders; (viii) certificates, dated as of the Closing Date, of the chief financial officer of ▇▇▇▇▇▇▇▇ as to the Solvency of the Credit Parties (after giving effect to the Transactions); (ix) the SBA Forms 480, 652 and 1031 (Parts A and B) completed by Borrower with respect to the Loans; (x) the Small Business Administration Economic Impact Assessment completed by ▇▇▇▇▇▇▇▇, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules; (iixi) a favorable opinion funds flow memorandum in form and substance satisfactory to the Lenders that will provide, among other things, for the payoff of the EIDL loan obtained by the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iiixii) copies, certified as of documentation authorizing the date of this Agreement by Lenders to draft interest payments under the Loans from a Responsible Officer checking account of the Borrower of (A) in form and substance acceptable to the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan DocumentsLenders; (ivxiii) certificates evidence of a Responsible Officer insurance complying with the requirements of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party;Section 6.7; and (vxiv) copies, certified such other documents as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,Lenders may reasonably require.

Documentation. The Administrative Agent There shall have received been delivered to Sellers the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lenderfollowing: (i) this AgreementA certificate, a Note payable to dated the order Closing Date, of each Lender in the amount Chairman of its Commitmentthe Board, the Guaranties, President or Chief Financial Officer of Buyer confirming the Pledge Agreement, the Security Agreements, matters set forth in Section 5.2(a) and Mortgages encumbering at least 80% (by valueb) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and scheduleshereof; (ii) a favorable opinion Stock certificates, registered in the name of each Seller (with the appropriate restrictive legends), evidencing satisfaction of that portion of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially Purchase Price in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestaccordance with Section 1.2(a); (iii) copiesA certificate, certified dated the Closing Date, of the Secretary or Assistant Secretary of Buyer certifying, among other things, that attached or appended to such certificate (i) is a true and correct copy of its certificate of incorporation and all amendments thereto, if any, as of the date of this Agreement thereof certified by a Responsible Officer the Secretary of the Borrower State of Delaware; (Aii) is a true and correct copy of its by-laws as of the date thereof; (iii) is a true copy of all resolutions of its board of directors authorizing the Board of Directors execution, delivery and performance of the Borrower approving Transaction Documents and the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower Contemplated Transactions; and (Div) all are the names and signatures of its duly elected or appointed officers who are authorized to execute and deliver the Transaction Documents and any certificate, document or other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documentsinstrument in connection herewith; (iv) certificates of a Responsible Officer Evidence of the Borrower certifying good standing and corporate existence of Buyer and Parent issued by the names and true signatures Secretary of State of the officers State of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a partyDelaware; (v) copiesA signed opinion of Buyer's counsel, certified dated the Closing Date and addressed to Sellers, substantially in the form annexed as EXHIBIT 5.2A hereto; (vi) Copies of all Buyer Required Consents; (vii) An executed copy of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of Escrow Agreement; and (Aviii) the resolutions An executed copy of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,Registration Rights Agreement.

Documentation. The Administrative Agent shall have received the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender Agent and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, a Note payable to the order of each requesting Lender in the amount of its Commitment, the Security Agreements, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) substantially all of the Borrower’s 's and its Subsidiaries’ ' personal property and encumbering at least 90% of the PV-10 of the Loan Parties' Proven Reserves (as set forth in the Initial Engineering Reports) and Oil and Gas Properties in connection therewiththerewith (including the Oil and Gas Properties to be acquired under the Closing Date Acquisition), and each of the other Loan Documents, including the Intercreditor Agreement, and all attached exhibits and schedules; (ii) a favorable opinion of (A) the Borrower’s, its Subsidiaries’ 's and the Guarantors’ ' primary counsel dated as of the date of this Agreement in form and substantially in covering such matters as the form Administrative Agent may reasonably request and (B) the Borrower's and the Guarantors' local counsel dated as of the attached Exhibit K date of this Agreement in form and covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower General Partner of (A) the resolutions of the Board board of Directors managers of the Borrower General Partner approving the Loan Documents to which the Borrower or the General Partner is a party, (B) the articles or certificate of incorporation formation of the General Partner and the company agreement of the General Partner, (C) the certificate of limited partnership of the Borrower, (CD) the bylaws partnership agreement of the Borrower Borrower, and (DE) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the NoteNotes, and the other Loan Documents; (iv) certificates of a Responsible Officer the secretary or assistant secretary of the Borrower General Partner certifying the names and true signatures of the officers of the Borrower General Partner authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower or the General Partner is a party; (v) other than as otherwise required under clause (iii) above, copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,, (B) the articles or certificate (as applicable) of incorporation (or organization) and bylaws of such Guarantor, and (C) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty, the Security Instruments, and the other Loan Documents to which such Guarantor is a party; (vi) a certificate of the secretary or an assistant secretary of each Guarantor certifying the names and true signatures of officers of such Guarantor authorized to sign the Guaranty, Security Instruments and the other Loan Documents to which such Guarantor is a party; (vii) a certificate dated as of the Closing Date from a Responsible Officer of the Borrower stating that (A) all representations and warranties of the Borrower set forth in this Agreement are true and correct in all material respects; (B) no Default has occurred and is continuing; and (C) the conditions in this Section 3.01 have been met; (viii) appropriate UCC-1 and UCC-3, as applicable, Financing Statements covering the Collateral for filing with the appropriate authorities and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Collateral; (ix) property insurance certificates evidencing insurance which meets the requirements of this Agreement and the Security Instruments (including business interruption insurance), and which is otherwise satisfactory to the Administrative Agent; (x) the Initial Engineering Reports; (xi) to the extent required in connection with the Pledge Agreements, (A) stock or, to the extent applicable under the Person's organizational documents, membership or partnership interest certificates, and stock powers executed in blank for each such stock certificate endorsed in blank to the Administrative Agent and (B) to the extent such Person is a limited liability company or a limited partnership, copies of its limited liability company agreement, partnership agreement or other similar document the terms of which expressly provide that membership interests or partnership interests, as applicable, in such Person are securities governed by Chapter 8 of the Uniform Commercial Code as in effect in the State of New York; (xii) copies, certified by a Responsible Officer of the Borrower, of all of the Closing Date Acquisition Instruments and all exhibits and schedules thereto, together with all amendments, modifications or waivers thereto in effect as of the date of this Agreement; (xiii) a Compliance Certificate completed and executed by a Responsible Officer of the General Partner showing the calculation of, and Borrower's pro forma compliance with Section 6.17 as of the Closing Date after giving effect to the Closing Date Acquisition and the Borrowings requested and made on the Closing Date; (xiv) certificates of good standing and existence for each Loan Party in (a) the state, province or territory in which each such Person is organized and (b) each state, province or territory in which such good standing is necessary, which certificates shall be dated a date not earlier than 30 days prior to the date hereof; and (xv) such other documents, governmental certificates, agreements and lien searches as the Administrative Agent or any Lender may reasonably request.

Documentation. The Administrative Agent shall have received the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, a Tranche A Note payable to the order of each Lender in the amount of its Tranche A Commitment, a Tranche B Note payable to the order of each Lender in the amount of its Tranche B Commitment, the Guaranties, the Pledge AgreementAgreements executed by the Parent, Holdings, and the Borrower, the Security Agreements, and Mortgages encumbering at least 80% (by value) substantially all of the Borrower’s 's and its Subsidiaries’ ' Proven Reserves and Oil and Gas Properties in connection therewith, other than the JEDI Collateral, the Intercreditor Agreement, and each of the other Loan Documents, and all attached exhibits and schedules; (ii) a favorable opinion opinions of the Borrower’s, its Subsidiaries’ 's and the Guarantors’ ' respective counsels and of the Administrative Agent's Alabama counsel each dated as of the date of this Agreement in form and substantially in substance satisfactory to the form of Administrative Agent and the attached Exhibit K Lenders and covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board board of Directors directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation and the bylaws of the Borrower, and (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents; (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board board of Directors directors or managers (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,, (B) the articles or certificate (as applicable) of incorporation (or organization) and bylaws or other governing documents of such Guarantor, and (C) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty, the Security Instruments, and the other Loan Documents to which such Guarantor is a party; (vi) a certificate of the secretary or an assistant secretary of each Guarantor certifying the names and true signatures of officers of such Guarantor authorized to sign the Guaranty, Security Instruments, and the other Loan Documents to which such Guarantor is a party; (vii) a certificate dated as of the date of this Agreement from a Responsible Officer of the Borrower on behalf of the Borrower stating that (A) all representations and warranties of the Borrower set forth in this Agreement are true and correct in all material respects; (B) no Default has occurred and is continuing; and (C) the conditions in this Section 3.01 have been met; (viii) appropriate UCC-1 and UCC-3, as applicable, Financing Statements covering the Collateral for filing by the Administrative Agent with the appropriate authorities and any other documents, agreements or instruments reasonably necessary to create an Acceptable Security Interest in such Collateral; (ix) stock or, to the extent applicable under the Person's organizational documents, membership or partnership interest certificates required in connection with the Pledge Agreements and stock powers executed in blank for each such stock certificate endorsed in blank to the Administrative Agent; (x) insurance certificates naming the Administrative Agent loss payee or additional insured, as applicable, and evidencing insurance which meets the requirements of this 41 Agreement and the Security Instruments, and which is otherwise satisfactory to the Administrative Agent; (xi) the initial Independent Engineer's Report dated effective as of June 30, 2003; (xii) copies, certified by a Responsible Officer of the Borrower, of the Merger Agreement and all exhibits and schedules thereto, Project Company Note, the Project Company Mortgage, and any material agreements executed in connection with the Merger Agreement; and (xiii) such other documents, governmental certificates, agreements and lien searches as the Administrative Agent or any Lender may reasonably request.

Documentation. The Administrative Agent shall have received the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, a Note payable to the order of each requesting Lender in the amount of its Commitment, the Security Agreements, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) substantially all of the Borrower’s 's and its Subsidiaries’ ' personal property and encumbering at least 90% of the PV-10 of the Loan Parties' Proven Reserves (as set forth in the Initial Engineering Reports) and Oil and Gas Properties in connection therewiththerewith (including the Oil and Gas Properties to be acquired under the Closing Date Acquisition), and each of the other Loan Documents, including the Intercreditor Agreement, and all attached exhibits and schedules; (ii) a favorable opinion of (A) the Borrower’s, its Subsidiaries’ 's and the Guarantors’ ' primary counsel dated as of the date of this Agreement in form and substantially in covering such matters as the form Administrative Agent may reasonably request and (B) the Borrower's and the Guarantors' local counsel dated as of the attached Exhibit K date of this Agreement in form and covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower General Partner of (A) the resolutions of the Board board of Directors managers of the Borrower General Partner approving the Loan Documents to which the Borrower or the General Partner is a party, (B) the articles or certificate of incorporation formation of the General Partner and the company agreement of the General Partner, (C) the certificate of limited partnership of the Borrower, (CD) the bylaws partnership agreement of the Borrower Borrower, and (DE) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the NoteNotes, and the other Loan Documents; (iv) certificates of a Responsible Officer the secretary or assistant secretary of the Borrower General Partner certifying the names and true signatures of the officers of the Borrower General Partner authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower or the General Partner is a party; (v) other than as otherwise required under clause (iii) above, copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,, (B) the articles or certificate (as applicable) of incorporation (or organization) and bylaws of such Guarantor, and (C) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty, the Security Instruments, and the other Loan Documents to which such Guarantor is a party; (vi) a certificate of the secretary or an assistant secretary of each Guarantor certifying the names and true signatures of officers of such Guarantor authorized to sign the Guaranty, Security Instruments and the other Loan Documents to which such Guarantor is a party; (vii) a certificate dated as of the Closing Date from a Responsible Officer of the Borrower stating that (A) all representations and warranties of the Borrower set forth in this Agreement are true and correct in all material respects; (B) no Default has occurred and is continuing; and (C) the conditions in this Section 3.01 have been met; (viii) appropriate UCC-1 and UCC-3, as applicable, Financing Statements covering the Collateral for filing with the appropriate authorities and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Collateral; (ix) property insurance certificates naming the Administrative Agent loss payee and liability insurance certificates naming the Administrative Agent as additional insured, as applicable, and evidencing insurance which meets the requirements of this Agreement and the Security Instruments (including business interruption insurance), and which is otherwise satisfactory to the Administrative Agent; (x) the Initial Engineering Reports; (xi) to the extent required in connection with the Pledge Agreements, (A) stock or, to the extent applicable under the Person's organizational documents, membership or partnership interest certificates, and stock powers executed in blank for each such stock certificate endorsed in blank to the Administrative Agent and (B) to the extent such Person is a limited liability company or a limited partnership, copies of its limited liability company agreement, partnership agreement or other similar document the terms of which expressly provide that membership interests or partnership interests, as applicable, in such Person are securities governed by Chapter 8 of the Uniform Commercial Code as in effect in the State of New York; (xii) copies, certified by a Responsible Officer of the Borrower, of all of the Closing Date Acquisition Instruments and all exhibits and schedules thereto, together with all amendments, modifications or waivers thereto in effect as of the date of this Agreement; (xiii) a Compliance Certificate completed and executed by a Responsible Officer of the General Partner showing the calculation of, and Borrower's pro forma compliance with Section 6.17 as of the Closing Date after giving effect to the Closing Date Acquisition and the Borrowings requested and made on the Closing Date; (xiv) certificates of good standing and existence for each Loan Party in (a) the state, province or territory in which each such Person is organized and (b) each state, province or territory in which such good standing is necessary, which certificates shall be dated a date not earlier than 30 days prior to the date hereof; and (xv) such other documents, governmental certificates, agreements and lien searches as the Administrative Agent or any Lender may reasonably request.

Documentation. The Administrative Agent There shall have received been delivered to Buyer the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lenderfollowing: (i) this AgreementA certificate dated the Closing Date, a Note payable to executed by each Seller, confirming the order of each Lender matters set forth in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, Sections 5.3(a) and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulesb); (ii) a favorable opinion A certificate, dated the Closing Date, of the Borrower’sSecretary or Assistant Secretary of the Company certifying, its Subsidiaries’ among other things, that attached or appended to such certificate (i) is a true and correct copy of the Guarantors’ counsel dated Company's Articles of Incorporation and all amendments thereto, if any, as of the date thereof certified by the Secretary of this Agreement State of its state of incorporation; and substantially in the form (ii) is a true and correct copy of the attached Exhibit K covering Company's by-laws as of the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestdate thereof; (iii) copies, certified as Evidence of the date of this Agreement by a Responsible Officer good standing and corporate existence of the Borrower Company issued by the Secretary of (A) State of its state of incorporation and evidence that the resolutions Company is qualified to transact business as a foreign corporation and is in good standing in each state of the Board of Directors United States and in each other jurisdiction where the character of the Borrower approving property owned or leased by it or the Loan Documents to which the Borrower is a party, (B) the certificate nature of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documentsits activities makes such qualification necessary; (iv) certificates A signed opinion of a Responsible Officer of Sellers' counsel, Akerman, Senterfitt & ▇▇▇▇▇▇, P.A., dated the Borrower certifying Closing Date and addressed to Buyer, substantially in the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a partyform annexed hereto as EXHIBIT 5.3A; (v) copiesCopies of all Sellers Required Consents; (vi) A copy of the Escrow Agreement executed by all parties thereto; (vii) An executed copy of the Registration Rights Agreement; (viii) Stock Certificates of each Seller representing the number of Purchased Shares set forth opposite such Seller's name on SCHEDULE 2.1, certified duly endorsed in blank or accompanied by stock powers duly endorsed in blank and in suitable form for transfer to Buyer by delivery; (ix) Possession and control of the Assets of the Company (including all corporate books, seals, bank accounts, records and documents); (x) The resignations, dated the Closing Date, of such directors and officers of the Company and each fiduciary of any plan of the Company, as previously may have been requested by Buyer; (xi) A release of the Company, without any liability to Company and in form and substance reasonably acceptable to Buyer, of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ as to all sums owed to him in connection with his employment by the Company; (xii) Evidence of termination, without any liability to Company and in form and substance reasonably acceptable to Buyer, of all written and oral employment agreements and arrangements with all directors, officers and consultants of the Company, including those listed on SCHEDULE 2.18; (xiii) A termination agreement executed by each Seller terminating the Joint Venture Agreement; (xiv) An executed non-compete agreement with ▇▇▇▇ ▇▇▇▇▇▇▇▇, in the form attached hereto as EXHIBIT 5.3B; and (xv) A schedule attached hereto as SCHEDULE 5.3B, listing the amounts owed to each of First Capital Services, Inc. and ▇▇▇▇▇▇ ▇▇▇▇▇ as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,Closing Date.

Documentation. The Administrative Agent shall have received counterparts of this Agreement executed by the Borrower, the Parent and the Lenders, and the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, and, with respect to this Agreement, the Issuing Lender Notes (if required by a Lender) and the Lenders, and, where applicableGuaranty, in sufficient copies for each Lender:Lender (except for each Note, as to which one original of each shall be sufficient): (i) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) an executed copy of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulesGuaranty; (ii) a favorable opinion certificate from the Chief Executive Officer, President, Chief Financial Officer or Executive Vice President of the Borrower’s, its Subsidiaries’ and Parent on behalf of the Guarantors’ counsel Borrower dated as of the date Closing Date stating that as of the Closing Date (A) all representations and warranties of the Borrower set forth in this Agreement and substantially the Credit Documents are true and correct in all material respects (except to the form extent that any representation or warranty that is qualified by materiality shall be true and correct in all respects); provided, to the extent that any representation and warranty specifically refers to a given date or period, it shall be true and correct in all material respects as of the attached Exhibit K covering the matters discussed in such Exhibit date or for such period; and such other matters as any Lender through the Administrative Agent may reasonably request(B) no Default has occurred and is continuing; (iii) copies, certified a certificate of the Secretary of the Borrower dated as of the date of this Agreement by a Responsible Officer Closing Date certifying as of the Borrower of Closing Date to the extent applicable (A) the resolutions names and true signatures of the Board of Directors officers or authorized representatives of the Borrower approving authorized to sign the Loan Documents to which the Borrower is a partyCredit Documents, (B) resolutions of the certificate board of incorporation trustees of Parent, in its capacity as the general partner of the Borrower, (C) approving the bylaws transactions herein contemplated and of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvalsand other third party approvals and consents, if any, with respect to this Agreementthe transactions under the Credit Documents and each Credit Document to which it is or is to be a party, (C) a true and correct copy of the Noteorganizational documents of Borrower, and (D) a true and correct copy of the other Loan Documentspartnership agreement of the Borrower; (iv) certificates of a Responsible Officer certificate of the Borrower Secretary of the Parent dated as of the Closing Date certifying as of the Closing Date (A) the names and true signatures of the officers or authorized representatives of the Borrower Parent authorized to sign this Agreementthe Credit Documents, (B) resolutions of the Notesboard of trustees of Parent approving the transactions herein contemplated and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, Notices if any, with respect to the transactions under the Credit Documents and each Credit Document to which it is or is to be a party, (C) a true and correct copy of Borrowingthe organizational documents of Parent, Notices (D) a true and correct copy of Conversion or Continuationthe bylaws of the Parent, and (E) that the other Loan Documents to which Parent owns 100% of the Borrower is a partygeneral partner interests in the Borrower; (v) copiesa copy of a certificate of the Secretary of State (or equivalent authority) of the jurisdiction of incorporation, certified organization or formation of each of the Borrower and the Parent, dated reasonably near (but prior to) the Closing Date, certifying (A) as to a true and correct copy of the charter, certificate of limited partnership, limited liability company agreement or other organizational document of such Person, and each amendment thereto on file in such Secretary’s office, and (B) that such Person is duly incorporated, organized or formed and in good standing or presently subsisting under the laws of the jurisdiction of its incorporation, organization or formation; (vi) a copy of a certificate of the Secretary of State (or equivalent authority) of each jurisdiction in which any of the Parent and the Borrower owns or leases material property or in which the conduct of its business requires it to qualify or be licensed as a foreign corporation except where the failure to so qualify or be licensed could not reasonably be expected to result in a Material Adverse Change, dated reasonably near (but prior to) the Closing Date, stating with respect to each such Person that such Person is duly qualified and in good standing as a foreign corporation, limited partnership or limited liability company in such State and has filed all annual reports required to be filed to the date of such certificate; (vii) (A) a favorable written opinion of Fried, Frank, Harris, S▇▇▇▇▇▇ & J▇▇▇▇▇▇▇ LLP, as special counsel for the Borrower and the Parent in a form reasonably acceptable to the Administrative Agent, dated as of the date Closing Date and with such changes as the Administrative Agent may approve, and (B) a favorable opinion of this Agreement V▇▇▇▇▇▇ LLP, as special counsel for Parent in a form reasonably acceptable to the Administrative Agent, dated as of the Closing Date and with such changes as the Administrative Agent may approve; (viii) any information or materials reasonably required by the Administrative Agent or any Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the USA Patriot Act (Title III of Pub. L. 107‑56 (signed into law October 26, 2001)) (the “Patriot Act”) and (ii) any applicable “know your customer” or similar rules and regulations, in each case, reasonably requested by such Lender in writing at least ten Business Days prior to the Closing Date; and (ix) a Compliance Certificate duly executed by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of Parent, dated the Closing Date that the Parent is in compliance with the covenants contained in Article VII on such Guarantor approving the Loan Documents to which it is a party,date.

Documentation. The Administrative Agent shall have received the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules; (ii) the Fee Letter; (iii) the Notes (to the extent requested by any Lender under Section 2.2(g)); (iv) a favorable opinion certificate from a Responsible Officer of the Borrower’s, its Subsidiaries’ Borrower dated as of the Closing Date stating that as of the Closing Date (A) all representations and warranties of the Borrower set forth in this Agreement and the Guarantors’ counsel Credit Documents to which it is a party are true and correct in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true and correct in all respects); (B) the Borrower is not in violation of any of the covenants contained in this Agreement; (C) after giving effect to the Transactions, no Default or Event of Default has occurred and is continuing; (D) no Material Adverse Effect has occurred since December 31, 2013 and (E) the conditions in this Section 3.1 have been met; (v) a certificate of the Secretary or an Assistant Secretary of the Borrower dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iii) copies, certified certifying as of the date of this Agreement by a Responsible Officer of the Borrower of (A) copies of the articles or certificate of incorporation and bylaws or other organizational documents of the Borrower, together with all amendments thereto, (B) resolutions of the Board of Directors of such Person with respect to the transactions herein contemplated, and (C) the names and true signatures of officers of the Borrower approving authorized to sign the Loan Credit Documents to which the Borrower is a party, party (Bincluding Notices of Borrowing and requests for Letters of Credit); (vi) the certificate of incorporation good standing and existence for the Borrower certified by the appropriate governmental officer in its jurisdiction of formation; (vii) opinions of counsel to the Borrower addressed to the Administrative Agent and the Lenders with respect to the Borrower, the Credit Documents and such other matters as the Administrative Agent shall request (C) the bylaws which opinions shall expressly permit reliance by permitted successors and assigns of the Borrower Administrative Agent and the Lenders); and (Dviii) all such other documents evidencing other necessary corporate action and documents, governmental approvals, if any, with respect to this Agreement, the Notecertificates, and agreements as the other Loan Documents; (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,Administrative Agent may reasonably request.

Documentation. The Administrative Agent and the Required Lenders shall have received the following following, each dated on or before such day, duly executed by all the parties thereto, each in form and substance satisfactory to the Administrative Agent, the Issuing Lender Agent and the Required Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, Agreement and all attached exhibits Exhibits and schedulesSchedules; (ii) a favorable opinion of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestIntercreditor Agreement; (iii) copiesthe Security Agreement, certified together with UCC-1 financing statements and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in the Collateral described therein; (iv) the Pledge Agreement pledging to the Administrative Agent for the benefit of the Secured Parties all of the Equity Interests of the Domestic Subsidiaries of such Loan Party, together with UCC-1 financing statements and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Equity Interests; (v) a certificate dated as of the date of this Agreement by Closing Date from a Responsible Officer of the Borrower of stating that (A) the resolutions all representations and warranties of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower such Person set forth in this Agreement and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and in the other Loan Documents; (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,party are true and correct; (B) no Default has occurred and is continuing; and (C) the conditions in this Section 3.01 to be satisfied by any Loan Party have been met; (vi) copies of the certificate or articles of incorporation or other equivalent organizational documents, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization; (vii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or other equivalent organizational documents of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors or other equivalent body of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Loan Party is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or other organizational documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to paragraph (vii) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document, Notices of Borrowing or any other document delivered in connection herewith on behalf of such Loan Party; (viii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to (viii) above; (ix) certificates from the appropriate Governmental Authority certifying as to the good standing, existence and authority of each of the Loan Parties in all jurisdictions where reasonably required by the Administrative Agent; (x) a favorable opinion dated as of the Closing Date of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Loan Parties; (xi) Fee Letter; (xii) a certificate as to coverage under, the insurance policies required by Section 5.06 and the applicable provisions of the Security Documents, which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Administrative Agent as additional insureds in form and substance reasonably satisfactory to the Required Lenders; and (xiii) [reserved]; (xiv) such other documents, governmental certificates and agreements as the Administrative Agent or Required Lenders may reasonably request.

Documentation. (a) The Administrative Agent place of closing: The offices of Buyer at 18/F, Z▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇, ▇▇. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇. (b) In exchange for payment of the Purchase Price the Seller shall have received provide the Buyer with the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lenderdelivery documents: (i) Evidence that all necessary corporate, shareholder and other action has been taken by the Seller to authorise the execution, delivery and performance of this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% ; (by valuei) A copy of the BorrowerSeller’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each letter to their satellite communication provider cancelling the Vessel’s communications contract which is to be sent immediately after delivery of the other Loan Documents, and all attached exhibits and schedulesVessel; (ii) a favorable opinion Any additional documents as may reasonably be required by the competent authorities of the Borrower’sBuyer’s Nominated Flag State for the purpose of registering the Vessel, its Subsidiaries’ and provided the Guarantors’ counsel dated Buyer notifies the Seller of any such documents as of soon as possible after the date of this Agreement Agreement; and (b) At the time of delivery the Buyer shall provide the Seller with: (i) Evidence that all necessary corporate, shareholder and substantially other action has been taken by the Buyer to authorise the execution, delivery and performance of this Agreement; and (c) If any of the documents listed in Sub-clauses (a) and (b) above are not in the form English language they shall be accompanied by an English translation by an authorised translator or certified by a lawyer qualified to practice in the country of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request;translated language. (iiid) The Parties shall to the extent possible exchange copies, certified as drafts or samples of the documents listed in Sub-clause (a) and Sub-clause (b) above for review and comment by the other party as soon as possible prior to the Vessel’s intended date of this Agreement by delivery. (e) Concurrent with the exchange of documents in Sub-clause (a) and Sub-clause (b) above, the Seller shall also hand to the Buyer the classification certificate(s) as well as all drawings and manuals, (excluding ISM/ISPS manuals), which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyer unless the Seller is required to retain same, in which case the Buyer has the right to take copies. (f) Other technical documentation which may be in the Seller’s possession shall promptly after delivery be forwarded to the Buyer at their expense, if they so request. The Seller may keep the Vessel’s log books but the Buyer has the right to take copies of same. (g) The parties shall sign and deliver to each other a Responsible Officer Protocol of Delivery and Acceptance confirming the date and time of delivery of the Borrower of (A) Vessel from the resolutions of Seller to the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents; (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,Buyer.

Documentation. The Administrative Agent Borrower shall have received delivered or caused to be delivered to Bank, at Borrower’s sole cost and expense, the following duly executed by all the parties theretofollowing, each of which shall be in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each LenderBank: (ia) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulesAn executed original Amendment; (iib) a favorable opinion An executed Line of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially Credit Note in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestAnnex 2 to this Amendment; (iiic) copies, certified as An executed Term Commitment Note in the form of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect Annex 3 to this Agreement, the Note, and the other Loan DocumentsAmendment; (ivd) certificates With respect to Borrower and each other Obligor, such documentation as Bank may reasonably require to establish the due organization, valid existence and good standing of a Responsible Officer each such Person in its jurisdiction of formation, its qualification to engage in business in the Borrower certifying the names and true signatures jurisdiction of the officers of the Borrower authorized to sign this Agreementits formation and, if different, the Notesjurisdiction of its principal place of business, Notices of Borrowingits authority to execute, Notices of Conversion or Continuation, deliver and the other Loan Documents to which the Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving perform the Loan Documents to which it is a party,, the identity, authority and capacity of each responsible official thereof authorized to act on its behalf, including copies of its articles or certificates of incorporation, or articles or certificate of formation (as applicable), and amendments thereto, certified by the applicable Secretary of State (or equivalent government official), bylaws, operating agreements or limited liability company agreements (as applicable) and amendments thereto, in each case certified by a responsible official of such party, certificates of good standing and/or qualifications to engage in business, certified copies of corporate resolutions, incumbency certificates, certificates of responsible officials and the like; (e) Favorable written legal opinions of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to Borrower and the other Obligors in existence on the Amendment No. 3 Effective Date, and such local counsel opinions as Bank may reasonably require, in each case, together with copies of all factual certificates and legal opinions upon which its counsel has relied; and (f) An officer’s certificate of Borrower as set forth in Section 2.3.

Documentation. The Administrative Agent and each Lender shall have received the following duly executed by all the parties theretoreceived, in form and substance satisfactory to the Administrative Agent, the Issuing Lender Agent and the Lenders, and, where applicable, in sufficient copies for each Lender, each of the following, duly executed: (i) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules; (ii) a favorable opinion of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestNote; (iii) copiesa Subordination Agreement, certified in the form attached hereto as of Exhibit E (the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents “Senior Debt Subordination Agreement”), pursuant to which the Borrower is a party, (B) the certificate of incorporation Administrative Agent and each of the Lenders agrees to subordinate all of their Obligations from Borrower to Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect ’s debt obligations to this Agreement, the Note, and the other Loan Documents;Element. (iv) certificates of a Responsible Officer Subordination Agreement, in the form attached hereto as Exhibit F (the “Junior Debt Subordination Agreement”), pursuant to which each of the Subordinated Lenders agrees to subordinate all of their debt obligations from Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents ▇▇▇▇▇▇▇▇’s Obligations to which the Borrower is a partyLenders; (v) copiesan Extension Amendment to Promissory Note, certified in the form attached hereto as Exhibit F-2 (the “Note Extension”), pursuant to which certain of the Subordinated Lenders as set forth in Exhibit F-1 agrees to extend the maturity date of this Agreement by a Responsible Officer all of their debt obligations from Borrower; (vi) an Amendment to Option Grant Certificate, in the form attached hereto as Exhibit G (the “Option Amendment”), pursuant to which each Option Holder agrees to amend the terms of Borrower’s obligations pursuant to the option granted to such Option Holder; (vii) an Amendment to Common Stock Purchase Warrant, in the form attached hereto as Exhibit H (the “Warrant Amendment”), pursuant to which each Warrant Holder agrees to amend the terms of Borrower’s obligations pursuant to the warrant granted to such Warrant Holder; (viii) with respect to ▇▇▇▇▇▇▇▇, an Officer’s Certificate in the form attached as Exhibit I (the “Officer’s Certificate”) or in such form as Administrative Agent or Lenders may reasonably require to establish the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) due organization, valid existence and good standing of such Guarantor approving the party, its qualification to engage in business in each jurisdiction in which it is engaged in business or required to be so qualified, its authority to execute, deliver and perform any Loan Documents to which it is a party,, and the identity, authority and capacity of each responsible official thereof authorized to act on its behalf, including certified copies of charters and amendments thereto, bylaws and amendments thereto, and operating agreements and amendments thereto, certificates of good standing and/or qualifications to engage in business, certified entity resolutions, incumbency certificates, certificates of responsible officials, and the like; (ix) with respect to each Loan Party, such documentation as Administrative Agent or Lenders may require to establish the due organization, valid existence and good standing of such party, its qualification to engage in business in each jurisdiction in which it is engaged in business or required to be so qualified, its authority to execute, deliver and perform any Loan Documents to which it is a party, and the identity, authority and capacity of each responsible official thereof authorized to act on its behalf, including certified copies of charters and amendments thereto, bylaws and amendments thereto, and operating agreements and amendments thereto, certificates of good standing and/or qualifications to engage in business, certified entity resolutions, incumbency certificates, certificates of responsible officials, and the like; and (x) such other certificates, documents, instruments, consents and opinions as Administrative Agent or Lenders may require.

Documentation. The Administrative Agent shall have received the following following, each dated on or before the Effective Date, duly executed by all the parties thereto, each in form and substance reasonably satisfactory to the Administrative Agent: (1) This Amendment duly executed by the Initial Borrower, the New Borrower, each Guarantor (other than the General Partner), the Administrative Agent, the Issuing Lender Bank and the Majority Lenders, and, where applicable, in sufficient copies for each Lender:; (i2) this Agreement, a Revolving Note by the New Borrower payable to the order of each Lender in the amount of its Revolving Commitment, and the GuarantiesSwing Line Note payable to the Swing Line Lender; (3) a supplement to the Credit Agreement by the Target pursuant to which the Target becomes a Guarantor; (4) a supplement to the Security Agreement by the Target, together with UCC-1 financing statements and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in the Collateral of the Target; (5) a supplement and amendment to the Pledge Agreement by the New Borrower pledging to the Administrative Agent for the benefit of the Secured Parties all of the Equity Interests of the Domestic Subsidiaries of such Loan Party, together with stock certificates, stock powers executed in blank, UCC-1 financing statements and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Equity Interests; (6) an amendment and restatement of the Custodial Agreement executed by the Administrative Agent, the Pledge Loan Parties (including, without limitation, the New Borrower and the Target) and Custodians selected by the New Borrower and approved by the Administrative Agent in its sole discretion; (7) a certificate dated as of the Effective Date from a Responsible Officer of the New Borrower certifying that: (A) before and after giving effect to the Borrower Assignment, the representations and warranties contained in Article IV of the Credit Agreement and the other Loan Documents are true and correct in all material respects, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects, on and as of the Effective Date as though made on, and as of such date, unless such representations or warranties are made as of a prior date in which case they are true and correct in all material respects, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects, as of such prior date, (B) before and after giving effect to the Borrower Assignment, no Default or Event of Default exists, (C) after giving effect to the Borrower Assignment, the Loan Parties are in compliance on a pro forma basis with the financial covenants in Sections 6.13 and 6.14 of the Credit Agreement, (D) immediately after giving effect to the Borrower Assignment, neither Holdco nor the General Partner own any assets other than (x) Equity Interests in the MLP and the General Partner, and (y) cash or Cash Equivalents in an aggregate amount not to exceed $5,000,000 and (E) all of the requirements set forth in Section 6.05(i) of the Credit Agreement with respect to the Cimarron Acquisition (other than the requirements expressly waived pursuant to Section 4 above) have been satisfied or will be satisfied on or prior to the consummation of the Cimarron Acquisition; (8) copies of the certificate or articles of incorporation or other equivalent organizational documents, including all amendments thereto, of each of the New Borrower and the Target, certified as of a recent date by the Secretary of State of the state of its organization; (9) a certificate of the Secretary or Assistant Secretary of each of the New Borrower and the Target certifying (A) that attached thereto is a true and complete copy of the by-laws or other equivalent organizational documents of such Loan Party as in effect on the Effective Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors or other equivalent body of such Loan Party authorizing the execution, delivery and performance of this Amendment and the other the Loan Documents to which such Loan Party is a party and, in the case of the New Borrower, the borrowings thereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or other organizational documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate furnished pursuant to paragraph (8) above, and (D) as to the incumbency and specimen signature of each officer of such Loan Party executing this amendment or any Loan Document, Notices of Borrowing or any other document delivered in connection herewith on behalf of such Loan Party; (10) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to (9) above; (11) certificates from the appropriate Governmental Authority certifying as to the good standing, existence and authority of the New Borrower and the Target in all jurisdictions where reasonably required by the Administrative Agent; (12) a favorable opinion dated as of the Effective Date of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel to the Loan Parties; (13) a copy of the Contribution Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, Cimarron Agreement and each of the other Loan Documentsmaterial documents executed in connection therewith certified as of the Effective Date by a Responsible Officer (A) as being true and correct copies of such documents as of the Effective Date, (B) as being in full force and all attached exhibits effect and schedules(C) that no material term or condition thereof shall have been amended, modified or waived after the execution thereof without the prior written consent of the Administrative Agent; (ii14) a favorable opinion certificate as to coverage under the insurance policies required by Section 5.06 of the Borrower’s, its Subsidiaries’ Credit Agreement and the Guarantors’ counsel dated as applicable provisions of the date of this Agreement Security Documents, which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and substantially to name the Administrative Agent as additional insureds in form and substance reasonably satisfactory to the form of the attached Exhibit K covering the matters discussed in such Exhibit and Administrative Agent; and (15) such other matters documents, governmental certificates and agreements as any Lender through the Administrative Agent may reasonably request; (iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents; (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,.

Documentation. The Administrative Agent shall have received counterparts of this Agreement executed by the Borrower, the Guarantors and the Banks, and the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, and, with respect to this Agreement, the Issuing Lender Notes, all Guaranties and the Lenders, and, where applicableEnvironmental Indemnity, in sufficient copies for each Lender:Bank (except for each Note, as to which one original of each shall be sufficient): (i) this Agreement, a Note duly executed by the Borrower and payable to the order of each Lender in Bank that has requested the amount of its Commitmentsame, the all Guaranties, and the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulesEnvironmental Indemnity; (ii) a favorable opinion certificate from the Chief Executive Officer, President or Chief Financial Officer of the Borrower’s, its Subsidiaries’ and Parent on behalf of the Guarantors’ counsel Borrower dated as of the date Closing Date stating that as of the Closing Date (A) all representations and warranties of the Borrower set forth in this Agreement and substantially the Credit Documents are true and correct in all material respects (except to the form extent that any representation or warranty that is qualified by materiality shall be true and correct in all respects); (B) no Default has occurred and is continuing; (C) the conditions in this Section 3.01 have been met or waived in writing; and (D) to the best of the attached Exhibit K covering Borrower’s knowledge there are no claims, defenses, counterclaims or offsets by the matters discussed in such Exhibit Borrower, the Parent and such other matters as any Lender through of their Subsidiaries against the Administrative Agent may reasonably requestBanks under the Credit Documents; (iii) copiesa certificate of the Secretary or an Assistant Secretary of the Parent on behalf of the Borrower, certified each Guarantor, each Subsidiary of the Parent and each general partner or managing member (if any) of each of the foregoing, dated as of the date of this Agreement by a Responsible Officer Closing Date certifying as of the Borrower of Closing Date to the extent applicable (A) the names and true signatures of officers or authorized representatives of the general partner of such Person authorized to sign the Credit Documents to which such Person is a party as general partner of such Person, (B) resolutions of the Board of Directors or the members of the Borrower general partner of such Person approving the Loan Documents to which the Borrower is a party, (B) the certificate transactions herein contemplated and of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvalsand other third party approvals and consents, if any, with respect to this Agreementthe transactions under the Credit Documents and each Credit Document to which it is or is to be a party, (C) a true and correct copy of the Noteorganizational documents of the general partner of such Person, (D) a true and correct copy of the bylaws, operating agreement, partnership agreement or other governing document of such Person, and (E) a true and correct copy of all partnership or other organizational authorizations necessary or desirable in connection with the other Loan Documentstransactions herein contemplated; (iv) certificates of a Responsible Officer certificate of the Borrower certifying the names and true signatures Secretary or an Assistant Secretary of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified Parent dated as of the date Closing Date certifying as of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of Closing Date (A) the resolutions of the Board of Directors (or other applicable governing body) the members of the general partner of such Guarantor Person approving the Loan transactions herein contemplated and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to the transactions under the Credit Documents and each Credit Document to which it is or is to be a party,, (B) the copies of the charter and bylaws of the Parent and any modification or amendment to the articles or certificate of incorporation or bylaws of the Parent made since such date, and (C) that the Parent owns 100% of the general partner interests and at least 70% of the limited partnership interests in the Borrower; (v) a copy of a certificate of the Secretary of State (or equivalent authority) of the jurisdiction of incorporation, organization or formation of each of the Parent, the Borrower and each Guarantor, dated reasonably near (but prior to) the Closing Date, certifying, if and to the extent such certification is generally available for entities of the type of such Person, (A) as to a true and correct copy of the charter, certificate of limited partnership, limited liability company agreement or other organizational document of such Person, and each amendment thereto on file in such Secretary’s office, (B) that (1) such amendments are the only amendments to the charter, certificate of limited partnership, limited liability company agreement or other organizational document, as applicable, of such Person on file in such Secretary’s office, (2) such Person has paid all franchise taxes to the date of such certificate and (C) such Person is duly incorporated, organized or formed and in good standing or presently subsisting under the laws of the jurisdiction of its incorporation, organization or formation; (vi) A copy of a certificate of the Secretary of State (or equivalent authority) of each jurisdiction in which any of the Parent, the Borrower and each Guarantor owns or leases property or in which the conduct of its business requires it to qualify or be licensed as a foreign corporation except where the failure to so qualify or be licensed could not reasonably be expected to result in a Material Adverse Change, dated reasonably near (but prior to) the Closing Date, stating with respect to each such Person that such Person is duly qualified and in good standing as a foreign corporation, limited partnership or limited liability company in such State and has filed all annual reports required to be filed to the date of such certificate; (vii) (A) one or more favorable written opinions of ▇▇▇▇▇▇▇, Diamond and Ash, ▇▇▇▇▇ & Vidovic, LLP and Hunton & ▇▇▇▇▇▇▇▇ LLP, each special counsel for the Borrower, the Parent, and their Subsidiaries, in a form reasonably acceptable to the Administrative Agent, in each case dated as of the Closing Date and with such changes as the Administrative Agent may approve, and (B) such other legal opinions as the Administrative Agent shall reasonably request, in each case dated as of the Closing Date and with such changes as the Administrative Agent may approve; (viii) in the event the initial Advance is a LIBOR Advance made on the Closing Date, a breakage indemnity letter agreement executed by the Borrower and dated as of the date of the related Notice of Borrowing in form and substance satisfactory to the Administrative Agent; (ix) any information or materials reasonably required by the Administrative Agent or any Bank in order to assist the Administrative Agent or such Bank in maintaining compliance with (i) the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”) and (ii) any applicable “know your customer” or similar rules and regulations; (x) a Compliance Certificate duly executed by a Responsible Officer of the Parent, dated the Closing Date or, if later, the date of the initial Advance, in each case confirming that the Parent is in compliance with the covenants contained in Article VII on such date (including after giving effect to the initial Advance, if any, made on such date); (i) Evidence as to whether each Hotel Property encumbered by an New York Mortgage is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a “Flood Hazard Property”) pursuant to a standard flood hazard determination form ordered and received by the Administrative Agent and held by the Administrative Agent on behalf of the Banks, and (ii) if such property is a Flood Hazard Property, (A) evidence as to whether the community in which such property is located is participating in the National Flood Insurance Program, (B) the Borrower’s written acknowledgment of receipt of written notification from the Administrative Agent as to the fact that such property is a Flood Hazard Property and as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (C) copies of the Borrower’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance satisfactory to the Administrative Agent and naming the Administrative Agent as sole loss payee on behalf of the Banks; and (xii) such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent may reasonably request.

Documentation. The Administrative Agent shall have received the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, a Note payable to the order of each Tranche A Lender in the amount of its Tranche A Commitment, the GuarantiesGuaranties executed by each Subsidiary of a Borrower existing on the Closing Date other than MER, the Pledge AgreementAgreements executed by the Parent and any other Obligor that owns Equity Interests in any Person, the Security Agreements, and Mortgages encumbering at least 80% (by value) substantially all of the BorrowerParent’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules; (ii) a favorable opinion opinions of the Borrower’s, its Subsidiaries’ and the GuarantorsObligors’ counsel and of the Administrative Agent’s counsel each dated as of the date of this Agreement in form and substantially in substance satisfactory to the form of Administrative Agent and the attached Exhibit K Lenders and covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iii) copies, certified as of the date of this Agreement by a Responsible Officer of the each Borrower of (Aa) the resolutions of the Board board of Directors directors of the such Borrower approving the Loan Documents to which the such Borrower is a party, (Bb) the certificate of incorporation of the Borrower, (C) and the bylaws of the Borrower such Borrower, and (Dc) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the NoteNotes, and the other Loan Documents; (iv) certificates of a Responsible Officer of the each Borrower certifying the names and true signatures of the officers of the such Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the such Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (Aa) the resolutions of the Board board of Directors directors or managers (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,, (b) the articles or certificate (as applicable) of incorporation (or organization) and bylaws or other governing documents of such Guarantor, and (c) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty, the Security Instruments, and the other Loan Documents to which such Guarantor is a party; (vi) a certificate of the secretary or an assistant secretary of each Guarantor certifying the names and true signatures of officers of such Guarantor authorized to sign the Guaranty, the Security Instruments, and the other Loan Documents to which such Guarantor is a party; (vii) a certificate dated as of the date of this Agreement from a Responsible Officer of each Borrower on behalf of such Borrower stating that (a) all representations and warranties of such Borrower set forth in this Agreement are true and correct in all material respects; (b) no Default has occurred and is continuing; and (c) the conditions in this Section 3.01 have been met; (viii) appropriate UCC-1 and UCC-3, as applicable, Financing Statements covering the Collateral for filing by the Administrative Agent with the appropriate authorities and any other documents, agreements or instruments reasonably necessary to create an Acceptable Security Interest in such Collateral; (ix) stock or, to the extent applicable under the Person’s organizational documents, membership or partnership interest certificates required in connection with the Pledge Agreements and stock powers executed in blank for each such stock certificate endorsed in blank to the Administrative Agent; (x) casualty insurance certificates naming the Administrative Agent loss payee and liability insurance certificates naming Administrative Agent as additional insured and evidencing insurance which meets the requirements of this Agreement and the Security Instruments; (xi) the initial Independent Engineering Reports as of December 31, 2005 of R▇▇▇▇ ▇▇▇▇▇ Company dated (i) January 17, 2006 and addressed to the Parent and (ii) January 26, 2006 and addressed to Forest Oil; (xii) copies, certified by a Responsible Officer of the Parent, of the Forest Merger Agreement and all exhibits and schedules thereto, and any material agreements executed in connection with the Forest Merger Agreement, together with all amendments, modifications or waivers thereto in effect on the Closing Date; (xiii) such other documents, governmental certificates, agreements and lien searches as the Administrative Agent or any Lender may reasonably request.

Documentation. The Administrative Agent shall have executed a counterpart of this Agreement and shall have received the following duly following: (i) executed by all counterparts of this Agreement from (A) the Borrower and each other Loan Party and (B) each of the Lenders; (ii) executed counterparts of the Intercreditor Reaffirmation from each of the parties thereto; (iii) executed counterparts of each of the Security Documents to be executed and delivered on the Closing Date from each of the parties thereto; (iv) a certificate dated the Closing Date from a Responsible Officer of the Borrower stating that all representations and warranties of the Loan Parties set forth in Article IV are true and correct as of the Closing Date in all material respects (provided that to the extent any representation and warranty is qualified as to “Material Adverse Effect” or otherwise as to “materiality”, such representation and warranty shall be true and correct in all respects); (v) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the Organizational Documents of such Loan Party, including all amendments thereto, as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, certified by the Secretary of State (or equivalent Governmental Authority) of the state of its organization, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or Persons performing similar functions) of such Loan Party authorizing the Transactions to be entered into by such Loan Party and that such resolutions have not been modified, rescinded or amended and are in full force and effect and (C) as to the incumbency and specimen signature of each officer executing any Loan Document or Notices of Borrowing; (vi) a certificate of another officer of each Loan Party dated the Closing Date and certifying as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (v) above; (vii) certificates from the appropriate Governmental Authority certifying as to the good standing, existence and authority of each Loan Party in the jurisdiction of its incorporation or formation; (viii) a certificate from a Financial Officer of the Borrower dated the Closing Date and addressed to the Administrative Agent and each of the Lenders party hereto, which shall be in form and in substance reasonably satisfactory to the Administrative Agent, certifying that the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s Borrower and its Subsidiaries’ Proven Reserves , taken as a whole, after giving effect to the Tranche B Loans contemplated to be made under this Agreement and Oil and Gas Properties in connection therewith, and each of the other Loan Documentstransactions contemplated hereby and thereby, and all attached exhibits and schedulesare Solvent; (iiix) a favorable an opinion reasonably acceptable to the Administrative Agent, dated the Closing Date, of Cravath, Swaine & ▇▇▇▇▇ LLP, special counsel to the Borrower’sLoan Parties; (x) opinions reasonably acceptable to the Administrative Agent, its Subsidiaries’ in each case dated the Closing Date, from local counsel located in each of Delaware, Texas, Oklahoma, Louisiana, Pennsylvania and Vermont; (xi) the Guarantors’ counsel Perfection Certificate, dated as of the date of this Agreement Closing Date and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iii) copies, certified as of the date of this Agreement executed by a Responsible Officer of the Borrower of Borrower; and (Axii) the resolutions executed copies of the Board of Directors of the Borrower approving the Loan definitive ABL Documents to which the Borrower is a party(and all amendments, (B) the certificate of incorporation of the Borrowersupplements, (C) the bylaws of the Borrower waivers, consents and (D) all other documents evidencing other necessary corporate action and governmental approvalsmodifications to such ABL Documents since August 7, if any2013), with respect to this Agreement, in each case as in effect on the Note, and the other Loan Documents; (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,Closing Date.

Documentation. 232 The Administrative Agent shall have received place of closing: Qinhuangdao, Hebei Province, the following duly executed People's Republic of China or by all the parties theretovirtual meeting, in form the event that a closing in Qinhuangdao is not possible for reasons related to COVID-19 233 (a) In exchange for payment of the Purchase Price and substance satisfactory all other sums payable the Sellers shall provide the Buyers with the 234 following delivery documents: documents shall be delivered subject to a separate mutual agreement between the Administrative Agent, the Issuing Lender Sellers and the LendersBuyers to be reached within 30 (thirty) banking days after this MOA is duly signed, and, where applicable, in sufficient copies otherwise the Buyers shall be deemed to breach this MOA and the Sellers are entitled to forfeit the Deposit and claim for each Lender: compensation against the Buyers. 235 (i) Legal Bill(s) of Sale in a form recordable in the Buyers’ Nominated Flag State, 236 transferring title of the Vessel and stating that the Vessel is free from all mortgages, 237 encumbrances and maritime liens or any other debts whatsoever, duly notarially attested 238 and legalised or apostilled, as required by the Buyers’ Nominated Flag State; 239 (ii) Evidence that all necessary corporate, shareholder and other action has been taken by 240 the Sellers to authorise the execution, delivery and performance of this Agreement; 241 (iii) Power of Attorney of the Sellers appointing one or more representatives to act on behalf 242 of the Sellers in the performance of this Agreement, a Note payable duly notarially attested and legalised 243 or apostilled (as appropriate); 244 (iv) Certificate or Transcript of Registry issued by the competent authorities of the flag state 245 on the date of delivery evidencing the Sellers’ ownership of the Vessel and that the 246 Vessel is free from registered encumbrances and mortgages, to be faxed or e-mailed by 247 such authority to the order closing meeting with the original to be sent to the Buyers as soon as 248 possible after delivery of each Lender the Vessel; 249 (v) Declaration of Class or (depending on the Classification Society) a Class Maintenance 250 Certificate issued within three (3) Banking Days prior to delivery confirming that the 251 Vessel is in Class free of condition/recommendation; 252 (vi) Certificate of Deletion of the Vessel from the Vessel's registry or other official evidence of 253 deletion appropriate to the Vessel's registry at the time of delivery, or, in the amount event that 254 the registry does not as a matter of its Commitmentpractice issue such documentation immediately, a 255 written undertaking by the Sellers to effect deletion from the Vessel's registry forthwith 256 and provide a certificate or other official evidence of deletion to the Buyers promptly and 257 latest within four (4) weeks after the Purchase Price has been paid and the Vessel has 258 been delivered; 259 (vii) A copy of the Vessel's Continuous Synopsis Record certifying the date on which the 260 Vessel ceased to be registered with the Vessel's registry, or, in the event that theregistry 261 does not as a matter of practice issue such certificate immediately, a writtenundertaking 262 from the Sellers to provide the copy of this certificate promptly upon it being issued 263 together with evidence of submission by the Sellers of a duly executed Form 2 stating 264 the date on which the Vessel shall cease to be registered with the Vessel's registry; 265 (viii) Commercial Invoice for the Vessel; 266 (ix) Commercial Invoice(s) for bunkers, lubricating and hydraulic oils and greases; 267 (x) A copy of the Sellers’ letter to their satellite communication provider cancellingthe 268 ▇▇▇▇▇▇’s communications contract which is to be sent immediately after delivery of the 269 Vessel; 270 (xi) Any additional documents as may reasonably be required by the competent authorities of 271 the Buyers’ Nominated Flag State for the purpose of registering the Vessel, provided the 272 Buyers notify the Sellers of any such documents as soon as possible after the date of 273 this Agreement; and. 274 (xii) The Sellers’ letter of confirmation that to the best of their knowledge, the GuarantiesVessel is not 275 black listed by any nation or international organisation. 277 (i) Evidence that all necessary corporate, shareholder and other action has been taken by 278 the Pledge Buyers to authorise the execution, delivery and performance of this Agreement, the Security Agreements, ; and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules; 279 (ii) a favorable opinion Power of Attorney of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as Buyers appointing one or more representatives to act on behalf 280 of the date of this Agreement and substantially Buyers in the form performance of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, duly notarially attested and the other Loan Documents; legalised 281 or apostilled (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,appropriate).

Documentation. The Administrative Agent shall have received counterparts of this Agreement executed by the Borrower and the Banks, and the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and, with respect to this Agreement, all Guaranties and the Lenders, and, where applicableEnvironmental Indemnity, in sufficient copies for each LenderBank: (i) this Agreementthe Notes, a Note payable to the order of each Lender in the amount of its Commitment, the all Guaranties, and the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulesEnvironmental Indemnity; (ii) a favorable opinion certificate from the Chief Executive Officer, President or Chief Financial Officer of the Parent on behalf of the Borrower dated as of the Effective Date stating that as of the Effective Date (A) all representations and warranties of the Borrower set forth in this Agreement and the Credit Documents are true and correct in all material respects; (B) no Default has occurred and is continuing; (C) the conditions in this Section 3.01 have been met or waived in writing; and (D) to the best of the Borrower’s's knowledge there are no claims, its Subsidiaries’ defenses, counterclaims or offsets by the Borrower against the Banks under the Credit Documents; (iii) a certificate of the Secretary or an Assistant Secretary of the Parent on behalf of the Borrower and the Guarantors’ counsel each Guarantor dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iii) copies, certified certifying as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the names and true signatures of officers or authorized representatives of the general partner of the Borrower and such Guarantor authorized to sign the Credit Documents to which such Person is a party as general partner of such Person, (B) resolutions of the Board of Directors or the members of the general partner of such Person with respect to the transactions herein contemplated, (C) either (x) the copies of the organizational documents of the general partner of such Person delivered to the Banks are still true and correct and have not been amended or modified since such date or (y) copies of any modification or amendment to the organizational documents of the general partner of such Person made since such date, (D) a true and correct copy of the partnership agreement for such Person, and (E) a true and correct copy of all partnership authorizations necessary or desirable in connection with the transactions herein contemplated; (iv) a certificate of the Secretary or an Assistant Secretary of the Parent dated as of the date of this Agreement certifying as of the date of this Agreement (A) resolutions of the Board of Directors of such Person with respect to the Borrower approving the Loan Documents to which the Borrower is a partytransactions herein contemplated, (B) the copies of the charter and bylaws of the Parent and any modification or amendment to the articles or certificate of incorporation or bylaws of the BorrowerParent made since such date, (C) the bylaws issuance of the Borrower and Parent Common Stock pursuant to the Public Offering Documents, (D) all other documents evidencing other necessary corporate action and governmental approvalsthat, if any, with respect after giving effect to this Agreementthe Public Offering, the NoteParent owns 100% of the general partner interests and at least 70% of the limited partnership interests in the Borrower, and (3) the Parent has no first tier Subsidiaries other Loan Documents; than the Borrower, and (ivE) certificates of a Responsible Officer copy of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Advisory Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies(A) one or more favorable written opinions of B▇▇▇▇ & W▇▇▇ L.L.P., certified special counsel for the Borrower, the Parent, and their Subsidiaries, in a form reasonably acceptable to the Administrative Agent, in each case dated as of the date Closing Date and with such changes as the Administrative Agent may approve, (B) a reliance letter from B▇▇▇▇ & Wood L.L.P., as counsel to the Parent, and each other counsel (other than underwriters' counsel) delivering an opinion in connection with the Public Offering, in each case addressed to the Administrative Agent and the Banks and satisfactory in form and substance to the Administrative Agent stating that the Administrative Agent and the Banks may rely on such opinions as if they were original addressees thereof, and in each case attaching an executed original thereof, and (C) such other legal opinions as the Administrative Agent shall reasonably request, in each case dated as of this Agreement the Closing Date and with such changes as the Administrative Agent may approve; (vi) a Notice of Borrowing delivered in accordance with Section 2.02; (vii) a Borrowing Base Certificate dated as of the Closing Date, duly completed and executed by a Responsible the Chief Financial Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions Treasurer of the Board Parent on behalf of Directors the Borrower which reflects that the aggregate Hotel Value of all Eligible Properties as of the Closing Date is at least $250,000,000; and (or viii) such other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,documents, governmental certificates, agreements, lien searches as either Agent may reasonably request.

Documentation. The Administrative Agent shall have received the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, a Note payable to the order of each requesting Lender in the amount of its Commitment, the Security Agreements, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages or amendments to Mortgages encumbering substantially all of the Borrower's and its Subsidiaries' personal property and encumbering at least 8090% (by value) of all of the Borrower’s and its Subsidiaries’ Loan Parties' Proven Reserves (as set forth in the Initial Engineering Report) and Oil and Gas Properties in connection therewith, account control agreements required pursuant to Section 5.12 and each of the other Loan Documents, and all attached exhibits and schedules; (ii) a favorable opinion of the Borrower’s, its Subsidiaries’ 's and the Guarantors’ ' primary counsel dated as of the date of this Agreement in form and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iii) a favorable opinion of the Borrower's and the Guarantors' Canadian counsel dated as of the date of this Agreement in form and covering such matters as the Administrative Agent may reasonably request; (iv) a favorable opinion of local counsel in each jurisdiction where a Mortgage or amendment or supplement to Mortgage will be filed in such form and covering such matters as the Administrative Agent may reasonably request; (v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the articles or certificate of incorporation and the bylaws of the Borrower, and (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the NoteNotes, and the other Loan Documents; (ivvi) certificates of a Responsible Officer the secretary or assistant secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (vvii) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,, (B) the articles or certificate (as applicable) of incorporation (or organization or formation) and bylaws (or partnership or company agreement) of such Guarantor, and (C) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty, the Security Instruments, and the other Loan Documents to which such Guarantor is a party; (viii) a certificate of the secretary or an assistant secretary of each Guarantor certifying the names and true signatures of officers of such Guarantor authorized to sign the Guaranty, Security Instruments and the other Loan Documents to which such Guarantor is a party; (ix) a certificate dated as of the Initial Funding Date from a Responsible Officer of the Borrower stating that (A) all representations and warranties of the Borrower set forth in this Agreement are true and correct in all material respects; (B) no Default has occurred and is continuing; and (C) the conditions in this Section 3.01 have been met; (x) appropriate UCC-1 and UCC-3, as applicable, Financing Statements and Canadian Personal Property Security Act filings, in each case covering the Collateral for filing with the appropriate authorities and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Collateral; (xi) property insurance certificates naming the Administrative Agent loss payee and liability insurance certificates and endorsements naming the Administrative Agent as additional insured, as applicable, and evidencing insurance which meets the requirements of this Agreement and the Security Instruments, and otherwise satisfactory to the Administrative Agent; (xii) the Initial Engineering Report; (xiii) stock, membership or partnership certificates required in connection with the Pledge Agreements and stock powers executed in blank for each such stock certificate; (xiv) a Compliance Certificate completed and executed by a Responsible Officer of the Borrower showing the calculation of, and Borrower’s compliance with Section 6.18, 6.19 and 6.20 as of the Initial Funding Date after giving effect to the Credit Extensions requested and made on the Initial Funding Date; (xv) certificates of good standing and existence for each Loan Party in (a) the state, province or territory in which each such Person is organized and (b) each state, province or territory in which such good standing is necessary, which certificates shall be dated a date not earlier than 30 days prior to the date hereof; and (xvi) such other documents, governmental certificates, agreements and lien searches as the Administrative Agent or any Lender may reasonably request.

Documentation. The Administrative Agent shall have received the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) substantially all of the Borrower’s 's and its Subsidiaries’ Proven Reserves and ' (other than Foreign Subsidiaries) Oil and Gas Properties in connection therewithProperties, and each of the other Loan Documents, and all attached exhibits and schedules; (ii) a favorable opinion of the Borrower’s's, its Subsidiaries’ ' (other than Foreign Subsidiaries) and the Guarantors’ ' counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iii) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower it is a party, (B) the certificate articles of incorporation and bylaws of the Borrower, and (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents; (iv) certificates of a Responsible Officer or the secretary or an assistant secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor Subsidiary of the Borrower (other than Foreign Subsidiaries) of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor Subsidiary approving the Loan Documents to which it is a party,, (B) the articles or certificate (as applicable) of incorporation (or organization) and bylaws of such Subsidiary, and (C) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty, the Security Instruments, and the other Loan Documents to which such Subsidiary is a party; (vi) a certificate of the secretary or an assistant secretary of each Subsidiary (other than Foreign Subsidiaries) certifying the names and true signatures of officers of such Subsidiary authorized to sign the Guaranty, Security Instruments and the other Loan Documents to which such Subsidiary is a party; (vii) a certificate dated as of the date of this Agreement from the President or Chief Financial Officer of the Borrower stating that (A) all representations and warranties of the Borrower set forth in this Agreement are true and correct in all material respects; (B) no Default has occurred and is continuing; and (C) the conditions in this Section 3.01 have been met; (viii) appropriate UCC-1 or UCC-3 Financing Statements covering the Collateral for filing with the appropriate authorities and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Collateral; (ix) stock certificates required in connection with the Pledge Agreement and stock powers executed in blank for each such stock certificate; (x) insurance certificates naming the Administrative Agent co-loss payee or additional insured, as applicable, and evidencing insurance which meets the requirements of this Agreement and the Security Instruments; and (xi) such other documents, governmental certificates, agreements and lien searches as the Administrative Agent or any Lender may reasonably request.

Documentation. The Administrative Agent shall have received the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender Agent and the LendersBanks, and, where applicable, in sufficient copies for each LenderBank: (i) this Agreement, a Note payable to the order of each Lender Bank in the amount of its Revolving Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) substantially all of the Borrower’s 's and its Subsidiaries’ Proven Reserves and the Guarantors' Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules; (ii) a favorable opinion of the Borrower’s's Oklahoma counsel, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement Effective Date and substantially in the form of the attached Exhibit K EXHIBIT K-1 covering the matters discussed in such Exhibit and such other matters as any Lender Bank through the Administrative Agent may reasonably request; (iii) copies, certified a favorable opinion of the Agent's counsel dated as of the date of this Agreement by a Responsible Officer Effective Date and substantially in the form of the Borrower of (A) attached EXHIBIT K-2 covering the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documentsmatters discussed in such Exhibit; (iv) certificates a certificate of a Responsible Officer the secretary or an assistant secretary of the Borrower certifying its Certificate of Incorporation and Bylaws, the names resolutions of the board of directors of the Borrower authorizing this Agreement and true related transactions, and the incumbency and signatures of the officers of the Borrower authorized to sign execute this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, Agreement and the other Loan Documents to which the Borrower is a partyrelated documents; (v) copies, certified as a certificate of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor certifying the existence of (A) such Guarantor, the certificate or articles of incorporation and bylaws or other equivalent organizational documents of such Guarantor, the resolutions of the Board board of Directors (directors or other applicable governing body) equivalent managing body of such Guarantor approving authorizing the Loan Guaranty of such Guarantor and related transactions, and the incumbency and signatures of the officers of such Guarantor authorized to execute the Guaranty of such Guarantor and related documents; (vi) a certificate dated as of the Effective Date from the president or chief financial officer of the Borrower stating that (A) all representations and warranties of the Borrower set forth in this Agreement are true and correct in all material respects; (B) no Default has occurred and is continuing; and (C) the conditions in this Section 3.01 have been met; (vii) appropriate UCC-1 or UCC-3 Financing Statements covering the Collateral for filing with the appropriate authorities; (viii) stock certificates required in connection with the Pledge Agreement and stock powers executed in blank for each such stock certificate; (ix) insurance certificates naming the Agent loss payee or additional insured evidencing insurance which meets the requirements of this Agreement and the Security Documents and which is satisfactory to which it is insurance consultants or brokers satisfactory to the Agent; (x) an environmental review by an environmental consultant acceptable to the Agent, covering the Oil and Gas Properties and other related Properties of Carlton, in form and substance satisfactory to the Agent; (xi) certified copies of each of the Carlton Acquisition Documents, each certified as of the Effective Date by a party,Responsible Officer of the Borrower as being true and correct copies of such documents as of the Effective Date; (xii) certified copies of each of the documents pertaining to the offering of the Senior Notes, including, without limitation, the Indenture, as being true and correct copies of such documents as of the Effective Date; (xiii) such other documents, governmental certificates, agreements, and lien searches as the Agent or any Bank may reasonably request.

Documentation. The Administrative Agent shall have received counterparts ------------- of this Agreement executed by the Borrower and the Banks, and the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative AgentAgents, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender:Bank (except with respect to the Property Security Documents, the Participating Lessee Documents (except for the Credit Card Agreements and the Depository Account Agreements with financial institutions other than the Cash Manager), the Financing Statements (Borrower), or the Financing Statements (Participating Lessee)): (i) this Agreementthe Notes, a Note payable to the order of each Lender in the amount of its Commitment, the all Guaranties, the Pledge Environmental Indemnity, the Security Agreement, the Security AgreementsMortgages, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, Credit Documents and all attached exhibits the Participating Lessee Documents which have been prepared for execution on the Effective Date and schedulesany related Financing Statements; (ii) a favorable opinion certificate from the Chief Executive Officer, President or Chief Financial Officer of the Borrower’s, its Subsidiaries’ General Partner on behalf of the Borrower dated as of the Effective Date stating that as of the Effective Date (A) all representations and warranties of the Borrower set forth in this Agreement and the Guarantors’ counsel Credit Documents are true and correct in all material respects; (B) no Default has occurred and is continuing; (C) the conditions in this Section 3.01 have been met or waived in writing; and (D) there are no claims, defenses, counterclaims or offsets against the Banks under the Credit Documents; (iii) a certificate of the Secretary or an Assistant Secretary of the General Partner on behalf of the Borrower and each Guarantor dated as of the date of this Agreement certifying as of the date of this Agreement (A) the names and true signatures of officers or authorized representatives of the general partner of the Borrower and such Guarantor authorized to sign the Credit Documents to which such Person is a party as general partner of such Person, (B) resolutions of the Board of Directors or the members of the general partner of such Person with respect to the transactions herein contemplated, (C) either (x) the copies of the organizational documents of the general partner of such Person delivered to the Banks are still true and correct and have not been amended or modified since such date or (y) copies of any modification or amendment to the organizational documents of the general partner of such Person made since such date, (D) a true and correct copy of the partnership agreement for such Person, and (E) a true and correct copy of all partnership authorizations necessary or desirable in connection with the transactions herein contemplated; (iv) a certificate of the Secretary or an Assistant Secretary of the Parent dated as of the date of this Agreement certifying as of the date of this Agreement (A) resolutions of the Board of Directors of such Person with respect to the transactions herein contemplated, (B) the copies of the charter and bylaws of the Parent and any modification or amendment to the articles or certificate of incorporation or bylaws of the Parent made since such date, (C) the issuance of the Parent Common Stock pursuant to the Public Offering Documents; (v) a certificate of the Secretary or an Assistant Secretary of the general partner of the Participating Lessee on behalf of the Participating Lessee dated as of the date of this Agreement certifying as of the date of this Agreement (A) the partnership authorization of such Person with respect to the transactions contemplated by the Participating Leases and the Participating Lessee Documents, (B) the copies of the Partnership Agreement and any modification or amendment to the Partnership Agreement of the Participating Lessee made since such date; (vi) (A) one or more favorable written opinions of Battle ▇▇▇▇▇▇ L.L.P., special counsel for the Borrower, the Parent, and the Participating Lessee and the Manager and their Subsidiaries, substantially in the form of the attached Exhibit K covering DD, in each case dated as of the matters discussed Closing Date and with such changes as the Agents may approve, (B) one or more favorable written opinions of Kane, Russell, ▇▇▇▇▇▇▇ & ▇▇▇▇▇, special Texas counsel for the Borrower, the Parent, and the Participating Lessee and the Manager and their Subsidiaries, substantially in the form of the attached Exhibit EE, in each case dated as of the Closing Date and with such changes as the Agents may approve, (C) a reliance letter from Battle ▇▇▇▇▇▇ L.L.P., as counsel to the Parent, and each other counsel (other than underwriters' counsel) delivering an opinion in connection with the Public Offering, in each case addressed to the Agents and the Banks and satisfactory in form and substance to the Agents stating that the Agents and the Banks may rely on such opinions as if they were original addressees thereof, and in each case attaching an executed original thereof, (D) one or more favorable written opinions of the local counsel for the Borrower, the Parent, the Participating Lessee and the Manager and their Subsidiaries for each state in which a Hotel Property is located, substantially in the form of the attached Exhibit FF, in each case dated as of the Closing Date and with such changes as the Agents may approve, (E) one or more favorable written opinions of Ballard, Spahr, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, special Maryland counsel for the Parent, substantially in the form of the attached Exhibit GG, in each case dated as of the Closing Date and with such changes as the Agents may approve, (F) one or more favorable written opinions of McDonald, Hopkins, ▇▇▇▇▇ & ▇▇▇▇▇▇ Co., special Ohio counsel for 3100 Glendale Joint Venture, substantially in the form of the attached Exhibit HH, in each case dated as of the Closing Date and with such changes as the Agents may approve, (G) one or more favorable written opinions of ▇▇▇▇▇ & Lardner, special Wisconsin counsel for Madison Motel Associates, substantially in the form of the attached Exhibit II, in each case dated as of the Closing Date and with such changes as the Agents may approve, and (H) one or more favorable written opinions of McDonald, Carano, Wilson, McCune, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ &Hicks LLP, special Nevada counsel for the General Partner, substantially in the form of the attached Exhibit JJ, in each case dated as of the Closing Date and with such changes as the Agents may approve; (vii) a Borrowing Base Certificate dated as of July 31, 1996, each duly completed and executed by the Chief Financial Officer or Treasurer of the General Partner on behalf of the Borrower; and (viii) such other matters documents, governmental certificates, agreements, lien searches as any Lender through the Administrative either Agent may reasonably request; (iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents; (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,.

Documentation. The Administrative Agent shall have received the ------------- following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each LenderBank: (i) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules; (ii) the Revolving Notes and the Swingline Note; (iii) the Guaranty; (iv) a favorable opinion certificate from a Responsible Officer of the Borrower’s, its Subsidiaries’ Borrower dated as of the Effective Date stating that as of the Effective Date (A) all representations and warranties of the Borrower and the Guarantors’ counsel Guarantors set forth in this Agreement and the Credit Documents to which it is a party are true and correct in all material respects; (B) no Default or Event of Default has occurred and is continuing; (C) no Material Adverse Effect has occurred since December 31, 2000; and (D) the conditions in this Section 3.1 have been met; (v) a certificate of the Secretary or an Assistant Secretary of the Borrower and each Guarantor dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iii) copies, certified certifying as of the date of this Agreement (A) copies of the articles or certificate of incorporation and bylaws or other organizational documents of such Person, together with all amendments thereto, (B) resolutions of the Board of Directors of such Person with respect to the transactions herein contemplated, and (C) the names and true signatures of officers of the Borrower and such Guarantor authorized to sign the Credit Documents to which such Person is a party; (vi) copies of each of the Senior Note Documents certified by a Responsible Officer of the Borrower (A) as being true and correct copies of such documents as of the Effective Date, (B) as being in full force and effect and no material term or condition thereof shall have been amended, modified or waived after the execution thereof and (C) no default or event of default thereunder has occurred and is continuing; (vii) certificates of good standing and existence for the Borrower and each Guarantor, each certified by the appropriate governmental officer in its jurisdiction of formation; (viii) a favorable opinion of each of (A) the resolutions of the Board of Directors of ▇▇▇▇▇▇ and ▇▇▇▇▇, LLP, counsel to the Borrower approving the Loan Documents to which the Borrower is a partyand Guarantors, and (B) the certificate ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, III, general counsel of incorporation Varco International, Inc., each dated as of the Borrower, Effective Date and in form and substance satisfactory to the Administrative Agent; (Cix) the bylaws unaudited Consolidated and consolidating balance sheet of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvalsits Subsidiaries as at September 30, if any, with respect to this Agreement, the Note2001, and the other Loan Documents; (iv) certificates related Consolidated and consolidating statements of a Responsible Officer operations, shareholders' equity and cash flows, of the Borrower certifying and its Subsidiaries for the names and true signatures nine months then ended, duly certified by the Chief Financial Officer or of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party;Borrower; and (vx) copiessuch other documents, certified governmental certificates, agreements,lien searches as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,Administrative Agent may reasonably request.

Documentation. The Administrative Agent shall have received counterparts of this Agreement executed by the Borrower and the Banks, and the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and, with respect to this Agreement, all Guaranties and the Lenders, and, where applicableEnvironmental Indemnity, in sufficient copies for each LenderBank: (i) this Agreementthe Notes, a Note payable to the order of each Lender in the amount of its Commitment, the all Guaranties, and the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulesEnvironmental Indemnity; (ii) a favorable opinion certificate from the Chief Executive Officer, President or Chief Financial Officer of the Parent on behalf of the Borrower dated as of the Effective Date stating that as of the Effective Date (A) all representations and warranties of the Borrower set forth in this Agreement and the Credit Documents are true and correct in all material respects; (B) no Default has occurred and is continuing; (C) the conditions in this Section 3.01 have been met or waived in writing; and (D) to the best of the Borrower’s’s knowledge there are no claims, its Subsidiaries’ defenses, counterclaims or offsets by the Borrower against the Banks under the Credit Documents; (iii) a certificate of the Secretary or an Assistant Secretary of the Parent on behalf of the Borrower and the Guarantors’ counsel each Guarantor dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iii) copies, certified certifying as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the names and true signatures of officers or authorized representatives of the general partner of the Borrower and such Guarantor authorized to sign the Credit Documents to which such Person is a party as general partner of such Person, (B) resolutions of the Board of Directors or the members of the general partner of such Person with respect to the transactions herein contemplated, (C) a true and correct copy of the organizational documents of the general partner of such Person, (D) a true and correct copy of the partnership agreement for such Person, and (E) a true and correct copy of all partnership authorizations necessary or desirable in connection with the transactions herein contemplated; (iv) a certificate of the Secretary or an Assistant Secretary of the Parent dated as of the date of this Agreement certifying as of the date of this Agreement (A) resolutions of the Board of Directors of such Person with respect to the Borrower approving the Loan Documents to which the Borrower is a partytransactions herein contemplated, (B) the copies of the charter and bylaws of the Parent and any modification or amendment to the articles or certificate of incorporation of the Borrower, (C) the or bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvalsParent made since such date, if any, with respect to this Agreement, the Note, and the other Loan Documents; (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,and

Documentation. The Administrative Agent shall have received ------------- counterparts of this Agreement executed by the Borrower and the Banks, and the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and, with respect to this Agreement, all Guaranties and the Lenders, and, where applicableEnvironmental Indemnity, in sufficient copies for each LenderBank: (i) this Agreementthe Notes, a Note payable to the order of each Lender in the amount of its Commitment, the all Guaranties, and the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulesEnvironmental Indemnity; (ii) a favorable opinion certificate from the Chief Executive Officer, President or Chief Financial Officer of the Parent on behalf of the Borrower dated as of the Effective Date stating that as of the Effective Date (A) all representations and warranties of the Borrower set forth in this Agreement and the Credit Documents are true and correct in all material respects; (B) no Default has occurred and is continuing; (C) the conditions in this Section 3.01 have been met or waived in writing; and (D) to the best of the Borrower’s's knowledge there are no claims, its Subsidiaries’ defenses, counterclaims or offsets by the Borrower against the Banks under the Credit Documents; (iii) a certificate of the Secretary or an Assistant Secretary of the Parent on behalf of the Borrower and the Guarantors’ counsel each Guarantor dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iii) copies, certified certifying as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the names and true signatures of officers or authorized representatives of the general partner of the Borrower and such Guarantor authorized to sign the Credit Documents to which such Person is a party as general partner of such Person, (B) resolutions of the Board of Directors or the members of the general partner of such Person with respect to the transactions herein contemplated, (C) either (x) the copies of the organizational documents of the general partner of such Person delivered to the Banks are still true and correct and have not been amended or modified since such date or (y) copies of any modification or amendment to the organizational documents of the general partner of such Person made since such date, (D) a true and correct copy of the partnership agreement for such Person, and (E) a true and correct copy of all partnership authorizations necessary or desirable in connection with the transactions herein contemplated; (iv) a certificate of the Secretary or an Assistant Secretary of the Parent dated as of the date of this Agreement certifying as of the date of this Agreement (A) resolutions of the Board of Directors of such Person with respect to the Borrower approving the Loan Documents to which the Borrower is a partytransactions herein contemplated, (B) the copies of the charter and bylaws of the Parent and any modification or amendment to the articles or certificate of incorporation or bylaws of the BorrowerParent made since such date, and (C) that the bylaws Parent owns 100% of the Borrower general partner interests and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents; (iv) certificates of a Responsible Officer at least 70% of the Borrower certifying limited partnership interests in the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a partyBorrower; (v) copies(A) one or more favorable written opinions of Sidley Austin Brown & Wood L.L.P., certified special counsel for th▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, and their Subsidiaries, in a form reasonably acceptable to the Administrative Agent, in each case dated as of the date Closing Date and with such changes as the Administrative Agent may approve, and (B) such other legal opinions as the Administrative Agent shall reasonably request, in each case dated as of this Agreement the Closing Date and with such changes as the Administrative Agent may approve; (vi) a Borrowing Base Certificate dated as of the Closing Date, duly completed and executed by a Responsible the Chief Financial Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions Treasurer of the Board Parent on behalf of Directors the Borrower; and (or vii) such other applicable governing body) of such Guarantor approving documents, governmental certificates, agreements, and lien searches as the Loan Documents to which it is a party,Administrative Agent may reasonably request.

Documentation. The On or before the day on which the initial Borrowing is made or the initial Letters of Credit are issued, the Administrative Agent and the Lenders shall have received the following duly executed by all the parties theretofollowing, each dated on or before such day, in form and substance satisfactory to the Administrative Agent, the Issuing Lender Agent and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, executed by the Borrowers, the Lenders and the Administrative Agent, and all attached Exhibits and Schedules; (ii) (A) a Revolving Note by the Company payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, Revolving Commitment and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules; (iiB) a favorable opinion Revolving Note by the Mexican Borrower payable to the order of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially each Lender in the form amount of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request33⅓% of its Revolving Commitment; (iii) the Swingline Note executed by the Company; (iv) Guaranties executed by each Guarantor; (v) except as otherwise provided in Section 5.16, Pledge Agreements executed by the Pledgors pledging to the Administrative Agent for the benefit of the Lenders to secure the Obligations, all of the equity interests of the Domestic Subsidiaries and 66% of the equity interests of the Foreign Subsidiaries owned by such Pledgor, in each case together with stock certificates, stock powers executed in blank, UCC-1 financing statements, and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such equity interests; (vi) except as otherwise provided in Section 5.16, Security Agreements granting to the Administrative Agent for the benefit of the Lenders a lien in accounts receivable, inventory and the Insurance Policies with respect to the Mortgaged Vessels of such Material Subsidiary (other than the MARAD Collateral) to secure the Obligations, in each case together with UCC-1 financing statements and any other documents, agreements, or instruments necessary to create an Acceptable Security Interest in such pledged collateral; (vii) the Vessel Mortgages executed by each Loan Party that owns one or more of the Initial Mortgaged Vessels granting a Lien to the Administrative Agent in the Initial Mortgaged Vessels to secure the Obligations, together with any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Initial Mortgaged Vessels and the revenues therefrom; (viii) the Mortgages executed by the Company granting a Lien to the Administrative Agent in the Carlyss facility to secure the Obligations, together with any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such mortgaged property and the revenues therefrom; (ix) except as otherwise provided in Section 5.16, certificates from the appropriate Governmental Authority certifying as to the good standing, existence and authority of each of the Loan Parties in all jurisdictions where reasonably required by the Administrative Agent; (x) certificates from a Responsible Officer of the Company stating that (A) all representations and warranties of the Loan Parties set forth in the Credit Documents are true and correct in all material respects; (B) no Default has occurred and is continuing; and (C) the conditions in this Section 3.01 have been met; (xi) except as otherwise provided in Section 5.16, copies, certified as of the date of this Agreement Closing Date by a Responsible Officer of the Borrower appropriate Person of (A) the resolutions of the Board of Directors or its equivalent of the Borrower each Loan Party approving the Loan Credit Documents to which the Borrower it is a partyparty and the transactions contemplated thereby, (B) the certificate organizational documents of incorporation of the Borrowereach Loan Party, and (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the NoteNotes, and the other Loan Credit Documents; (ivxii) except as otherwise provided in Section 5.16, certificates of a Responsible Officer of each of the Borrower Loan Parties certifying the names and true signatures of the officers of the Borrower Loan Parties authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, Borrowing and the other Loan Credit Documents to which the Borrower is such Loan Parties are a party; (vxiii) copies, certified certificates of insurance from an insurance agent or insurer evidencing compliance with the requirements of Section 5.02 and the Security Documents; (xiv) a favorable opinion dated as of the date Closing Date of Jones, Walker, Waechter, Poitevent, Carrere & Denegre L.L.P., counsel to the Company, in form and substance reasonably satisfactory to the Administrative Agent; (xv) a favorable opi▇▇▇▇ ▇▇ted as of the Closing Date from Bracewell & Patterson, L.L.P., counsel to the Administrative Agent; (xvi) a certificate from the Company's Chief Executive Officer, Pre▇▇▇▇▇▇ ▇▇ Ch▇▇▇ ▇▇▇▇▇cial Officer addressed to the Administrative Agent and each of the Lenders, which shall be in form and in substance reasonably satisfactory to the Administrative Agent and shall state that, subject to the qualifications stated therein, after giving effect to the initial Borrowings contemplated under this Agreement by a Responsible Officer or and the secretary or an assistant secretary of each Guarantor of other Credit Documents, (Ai) the resolutions fair value and present fair saleable value of the Board Company's and each of Directors its Subsidiaries' assets exceed its stated liabilities and identified Contingent Obligations; (or other applicable governing bodyii) the Company and each of such Guarantor approving its Material Subsidiaries should be able to pay their debts as they become absolute and mature; and (iii) the Loan Documents Company and each of its Material Subsidiaries will have sufficient capital to which engage in its business as management has indicated it is now conducted; (xvii) a party,certificate from the Company's Chief Executive Officer, President or Chief Financial Officer addressed to the Administrative Agent and each of the Lenders, which shall be in form and in substance reasonably satisfactory to the Administrative Agent and shall reaffirm that as of the Closing Date the projections prepared by the Borrower and included in the Confidential Information Memorandum are true and correct in all material respects based upon the assumptions stated therein and the best information reasonably available to such officer at the time such projections were made and shall describe any changes therein and state that such changes shall not, individually or in the aggregate, reasonably be expected to cause a Material Adverse Change to occur; and (xviii) such other documents, governmental certificates and agreements as the Administrative Agent and the Lenders may reasonably request.

Documentation. The Administrative Agent shall have received the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, a Note payable to the order of each requesting Lender in the amount of its Commitment, the Security Agreements, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) substantially all of the Borrower’s and its Subsidiaries’ personal property and encumbering at least 90% of all of the Loan Parties’ Proven Reserves (as set forth in the Initial Engineering Report) and Oil and Gas Properties in connection therewiththerewith (including the Oil and Gas Properties to be acquired under the Initial Acquisition), and each of the other Loan Documents, and all attached exhibits and schedules; (ii) a favorable opinion of the Borrower’s, its Subsidiaries’ ’s and the Guarantors’ primary counsel dated as of the date of this Agreement in form and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower General Partner of (A) the resolutions of the Board board of Directors managers of the Borrower General Partner approving the Loan Documents to which the Borrower or the General Partner is a party, (B) the articles or certificate of incorporation formation of the General Partner and the company agreement of the General Partner, (C) the certificate of limited partnership of the Borrower, (CD) the bylaws partnership agreement of the Borrower Borrower, and (DE) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the NoteNotes, and the other Loan Documents; (iv) certificates of a Responsible Officer the secretary or assistant secretary of the Borrower General Partner certifying the names and true signatures of the officers of the Borrower General Partner authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower or the General Partner is a party; (v) other than as otherwise required under clause (iii) above, copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,, (B) the articles or certificate (as applicable) of incorporation (or organization) and bylaws of such Guarantor, and (C) all other documents evidencing other necessary corporate action and HOUSTON\2059604 -44- governmental approvals, if any, with respect to the Guaranty, the Security Instruments, and the other Loan Documents to which such Guarantor is a party; (vi) a certificate of the secretary or an assistant secretary of each Guarantor certifying the names and true signatures of officers of such Guarantor authorized to sign the Guaranty, Security Instruments and the other Loan Documents to which such Guarantor is a party; (vii) a certificate dated as of the Initial Funding Date from a Responsible Officer of the Borrower stating that (A) all representations and warranties of the Borrower set forth in this Agreement are true and correct in all material respects; (B) no Default has occurred and is continuing; and (C) the conditions in this Section 3.01 have been met; (viii) appropriate UCC-1 and UCC-3, as applicable, Financing Statements covering the Collateral for filing with the appropriate authorities and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Collateral; (ix) property insurance certificates naming the Administrative Agent loss payee and liability insurance certificates naming the Administrative Agent as additional insured, as applicable, and evidencing insurance which meets the requirements of this Agreement and the Security Instruments (including business interruption insurance), and which is otherwise satisfactory to the Administrative Agent; (x) the Initial Engineering Report; (xi) stock, membership or partnership certificates required in connection with the Pledge Agreements and stock powers executed in blank for each such stock certificate; (xii) copies, certified by a Responsible Officer of the Borrower, of all of the Initial Acquisition Instruments and the Private Placement Documents, together with all amendments, modifications or waivers thereto in effect on the effective date of this Agreement; (xiii) a Compliance Certificate completed and executed by a Responsible Officer of the General Partner showing the calculation of, and Borrower’s pro forma compliance with Section 6.17 as of the Initial Funding Date after giving effect to the Initial Acquisition, the Private Placement and the Borrowings requested and made on the Initial Funding Date; (xiv) certificates of good standing and existence for each Loan Party in (a) the state, province or territory in which each such Person is organized and (b) each state, province or territory in which such good standing is necessary, which certificates shall be dated a date not earlier than 30 days prior to the date hereof; and (xv) such other documents, governmental certificates, agreements and lien searches as the Administrative Agent or any Lender may reasonably request.

Documentation. The US Administrative Agent shall have received the following duly executed by all the parties thereto, in form and substance satisfactory to the US Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules; (ii) the Notes (to the extent requested by any Lender under Section 2.2(g)); (iii) a favorable opinion certificate from a Responsible Officer of the Borrower’s, its Subsidiaries’ Borrower dated as of the Effective Date stating that as of the Effective Date (A) all representations and warranties of the Borrower set forth in this Agreement and the Guarantors’ counsel Credit Documents to which it is a party are true and correct in all material respects; (B) no Default or Event of Default has occurred and is continuing; (C) no Material Adverse Effect has occurred since December 31, 2004; and (D) the conditions in this Section 3.1 have been met; (iv) a certificate of the Secretary or an Assistant Secretary of the Borrower dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iii) copies, certified certifying as of the date of this Agreement by a Responsible Officer of the Borrower of (A) copies of the articles or certificate of incorporation and bylaws or other organizational documents of the Borrower, together with all amendments thereto, (B) resolutions of the Board of Directors of such Person with respect to the transactions herein contemplated, and (C) the names and true signatures of officers of the Borrower approving authorized to sign the Loan Credit Documents to which the Borrower is a partyparty (including Notices of Borrowing). (v) certificates of good standing and existence for the Borrower, each certified by the appropriate governmental officer in its jurisdiction of formation; (vi) a favorable opinion of each of (A) H▇▇▇▇▇ and B▇▇▇▇, LLP, counsel to the Borrower, and (B) the certificate of incorporation D▇▇▇▇▇ ▇▇▇▇▇▇, general counsel of the Borrower, each dated as of the Effective Date and in form and substance satisfactory to the US Administrative Agent; (Cvii) the bylaws unaudited Consolidated balance sheet of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvalsas at March 31, if any, with respect to this Agreement, the Note2005, and the other Loan Documents; (iv) certificates related Consolidated statements of a Responsible Officer operations, shareholders’ equity and cash flows, of the Borrower certifying for the names and true signatures three months then ended, duly certified by the Chief Financial Officer or of the officers of the Borrower authorized to sign this AgreementBorrower; and (viii) such other documents, the Notes, Notices of Borrowing, Notices of Conversion or Continuationgovernmental certificates, and the other Loan Documents to which the Borrower is a party; (v) copies, certified agreements as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,any Administrative Agent may reasonably request.

Documentation. The Administrative Agent shall have received counterparts of this Agreement executed by the Borrower and the Banks, and the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, and, with respect to this Agreement, the Issuing Lender Notes, all Guaranties and the Lenders, and, where applicableEnvironmental Indemnity, in sufficient copies for each Lender:Bank (except for each Note, as to which one original of each shall be sufficient): (i) this Agreement, a Note duly executed by the Borrower and payable to the order of each Lender in Bank that has requested the amount of its Commitmentsame, the all Guaranties, and the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulesEnvironmental Indemnity; (ii) a favorable opinion certificate from the Chief Executive Officer, President or Chief Financial Officer of the Borrower’s, its Subsidiaries’ and Parent on behalf of the Guarantors’ counsel Borrower dated as of the date Closing Date stating that as of the Closing Date (A) all representations and warranties of the Borrower set forth in this Agreement and substantially the Credit Documents are true and correct in all material respects (except to the form extent that any representation or warranty that is qualified by materiality shall be true and correct in all respects); (B) no Default has occurred and is continuing; (C) the conditions in this Section 3.01 have been met or waived in writing; and (D) to the best of the attached Exhibit K covering Borrower’s knowledge there are no claims, defenses, counterclaims or offsets by the matters discussed in such Exhibit and such other matters as any Lender through Borrower against the Administrative Agent may reasonably requestBanks under the Credit Documents; (iii) copiesa certificate of the Secretary or an Assistant Secretary of the Parent on behalf of the Borrower, certified each Guarantor, each Subsidiary of the Parent and each general partner or managing member (if any) of each of the foregoing, dated as of the date of this Agreement by a Responsible Officer Closing Date certifying as of the Borrower of Closing Date to the extent applicable (A) the names and true signatures of officers or authorized representatives of the general partner of such Person authorized to sign the Credit Documents to which such Person is a party as general partner of such Person, (B) resolutions of the Board of Directors or the members of the Borrower general partner of such Person approving the Loan Documents to which the Borrower is a party, (B) the certificate transactions herein contemplated and of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvalsand other third party approvals and consents, if any, with respect to this Agreementthe transactions under the Credit Documents and each Credit Document to which it is or is to be a party, (C) a true and correct copy of the Noteorganizational documents of the general partner of such Person, (D) a true and correct copy of the bylaws, operating agreement, partnership agreement or other governing document of such Person, and (E) a true and correct copy of all partnership or other organizational authorizations necessary or desirable in connection with the other Loan Documentstransactions herein contemplated; (iv) certificates of a Responsible Officer certificate of the Borrower certifying the names and true signatures Secretary or an Assistant Secretary of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified Parent dated as of the date Closing Date certifying as of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of Closing Date (A) the resolutions of the Board of Directors (or other applicable governing body) the members of the general partner of such Guarantor Person approving the Loan transactions herein contemplated and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to the transactions under the Credit Documents and each Credit Document to which it is or is to be a party,, (B) the copies of the charter and bylaws of the Parent and any modification or amendment to the articles or certificate of incorporation or bylaws of the Parent made since such date, and (C) that the Parent owns 100% of the general partner interests and at least 70% of the limited partnership interests in the Borrower; (v) a copy of a certificate of the Secretary of State (or equivalent authority) of the jurisdiction of incorporation, organization or formation of each of the Parent, the Borrower and each Guarantor, dated reasonably near the Closing Date, certifying, if and to the extent such certification is generally available for entities of the type of such Person, (A) as to a true and correct copy of the charter, certificate of limited partnership, limited liability company agreement or other organizational document of such Person, and each amendment thereto on file in such Secretary’s office, (B) that (1) such amendments are the only amendments to the charter, certificate of limited partnership, limited liability company agreement or other organizational document, as applicable, of such Person on file in such Secretary’s office, (2) such Person has paid all franchise taxes to the date of such certificate and (C) such Person is duly incorporated, organized or formed and in good standing or presently subsisting under the laws of the jurisdiction of its incorporation, organization or formation; (vi) A copy of a certificate of the Secretary of State (or equivalent authority) of each jurisdiction in which any of the Parent, the Borrower and each Guarantor owns or leases property or in which the conduct of its business requires it to qualify or be licensed as a foreign corporation except where the failure to so qualify or be licensed could not reasonably be expected to result in a Material Adverse Change, dated reasonably near (but prior to) the Closing Date, stating, with respect to each such Person that such Person is duly qualified and in good standing as a foreign corporation, limited partnership or limited liability company in such State and has filed all annual reports required to be filed to the date of such certificate; (vii) (A) one or more favorable written opinions of ▇▇▇▇▇▇▇, Diamond and Ash, ▇▇▇▇▇ & Associates and DLA Piper LLP, each special counsel for the Borrower, the Parent, and their Subsidiaries, in a form reasonably acceptable to the Administrative Agent, in each case dated as of the Closing Date and with such changes as the Administrative Agent may approve, and (B) such other legal opinions as the Administrative Agent shall reasonably request, in each case dated as of the Closing Date and with such changes as the Administrative Agent may approve; (viii) in the event the initial Advance is a LIBOR Advance made on the Closing Date, a breakage indemnity letter agreement executed by the Borrower and dated as of the date of the related Notice of Borrowing in form and substance satisfactory to the Administrative Agent; (ix) any information or materials reasonably required by the Administrative Agent or any Bank in order to assist the Administrative Agent or such Bank in maintaining compliance with (i) the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”) and (ii) any applicable “know your customer” or similar rules and regulations; (x) a Compliance Certificate duly executed by a Responsible Officer of the Parent, dated the Closing Date or, if later, the date of the initial Advance, in each case confirming that the Parent is in compliance with the covenants contained in Article VII on such date (including after giving effect to the initial Advance, if any, made on such date); and (xi) such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent may reasonably request.

Documentation. The Administrative Agent shall have received the following and, if applicable, they shall be duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent, the Issuing Lender Agent and the LendersLenders (which, andsubject to Section 9.14, where applicablemay include any Electronic Signatures transmitted by telecopy, in sufficient copies for each Lender:emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page): (i) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, Agreement and all attached exhibits Exhibits and schedulesSchedules and the Revolving Notes payable to each applicable Lender; (ii) a favorable opinion of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestGuaranty; (iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Security Agreement, together with appropriate UCC-1 financing statements necessary or desirable for filing with the Noteappropriate authorities and any other documents, and agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the other Loan DocumentsCollateral described in the Security Agreement; (iv) certificates of a Responsible Officer of insurance naming the Borrower certifying the names and true signatures of the officers of the Borrower authorized Administrative Agent as lender’s loss payee with respect to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuationproperty insurance, and additional insured with respect to liability insurance, and covering the other Loan Documents Borrower’s or its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks that are acceptable to which the Borrower is a partyAdministrative Agent; (v) copies(A) at least five (5) Business Days prior to the Effective Date, drafts of the Exit Convertible Note Documents and (B) on or prior to the Effective Date, certified true and complete copies of the Exit Convertible Notes Documents, subject to satisfaction of the Exit Note Documentation Requirements; (vi) the Intercreditor Agreement; (vii) [Reserved]; (viii) a certificate from an authorized officer of the Borrower dated as of the Effective Date stating that as of such date of this Agreement by the conditions precedent in Sections 3.1(c), (e), (h), (j), (p), (r), (v) and (w) have been met; (ix) a Responsible Officer or the secretary or an assistant secretary of secretary’s certificate from each Guarantor of Credit Party certifying such Person’s (A) the officers’ incumbency, (B) resolutions of the Board its board of Directors (directors, members, general partner or other applicable governing body) body authorizing the execution, delivery and performance of such Guarantor approving the Loan Credit Documents to which it is a party,, and (C) Organization Documents; (x) certificates of good standing (or the substantive equivalent available) for each Credit Party from the appropriate governmental officer in each jurisdiction in which each such Person is organized or qualified to do business, which certificate shall be (A) dated a date not earlier than thirty (30) days prior to Effective Date or (B) otherwise effective on the Effective Date; (xi) legal opinions of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, as counsel to the Credit Parties and other customary local counsel opinions, each in form and substance reasonably acceptable to the Administrative Agent; and (xii) lien searches with respect to each of the Credit Parties as the Administrative Agent or any Lender may reasonably request no less than ten (10) Business Days prior to the Effective Date.

Documentation. The Administrative Agent shall have received the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender Agent and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) substantially all of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewithwhich the Senior Administrative Agent has a Lien, and each of the other Loan Documents, and all attached exhibits and schedules; (ii) a favorable opinion of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower Borrower, and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents; (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,, (B) the articles or certificate (as applicable) of incorporation (or organization) and bylaws of such Guarantor, and (C) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty, the Security Instruments, and the other Loan Documents to which such Guarantor is a party; (vi) a certificate of the secretary or an assistant secretary of each Guarantor certifying the names and true signatures of officers of such Guarantor authorized to sign the Guaranty, Security Instruments and the other Loan Documents to which such Guarantor is a party; (vii) a certificate dated as of the date of this Agreement from the Responsible Officer of the Borrower stating that the conditions in this Section 3.01 have been met; (viii) appropriate UCC-1 Financing Statements covering the Collateral for filing with the appropriate authorities and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Collateral; (ix) insurance certificates evidencing insurance which meets the requirements of this Agreement and the Security Instruments, and which is otherwise satisfactory to the Administrative Agent; (x) the initial Independent Engineer’s Report dated effective as of a date acceptable to the Administrative Agent; (xi) the Subordination and Intercreditor Agreement; and (xii) such other documents, governmental certificates, agreements and lien searches as the Administrative Agent or any Lender may reasonably request.

Documentation. The Administrative Agent shall have received the following following, duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent, the Issuing Lender Agent and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, a Note Agreement and all attached Exhibits and Schedules; (ii) the Notes payable to the order of each Lender in the amount of its CommitmentLender, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (as requested by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules; (ii) a favorable opinion of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestLender; (iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan DocumentsParent Guaranty; (iv) certificates of a Responsible Officer of Material Subsidiary Guaranty executed by each Material Subsidiary existing on the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a partyClosing Date; (v) copies, certified the Luxembourg Subsidiary Guaranty; (vi) a certificate from a Responsible Officer of each of the Parent and the Borrower dated as of the Closing Date hereof stating that as of such date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions all representations and warranties of the Board Credit Parties set forth in this Agreement are true and correct in all material respects (provided that to the extent any representation and warranty is qualified as to “Material Adverse Change” or otherwise as to “materiality”, such representation and warranty is true and correct in all respects) and (B) no Default has occurred and is continuing; (vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, and (C) organizational documents; (viii) certificates of Directors good standing for each Credit Party in (or a) each jurisdiction in which each such Person is organized and (b) each jurisdiction in which such good standing is necessary except where the failure to be in good standing could not reasonably be expected to result in a Material Adverse Change, which certificates shall be dated a date not earlier than 30 days prior to date hereof; (ix) a legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, outside counsel to the Credit Parties, in form and substance reasonably acceptable to the Administrative Agent; (x) a legal opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, United Kingdom counsel to the Parent; (xi) a legal opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, Luxembourg counsel to Rowan Finanz; and (xii) such other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,documents, governmental certificates, and agreements as any Lender Party may reasonably request.

Documentation. The Administrative Agent There shall have received been delivered to Parent and Purchaser the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lenderfollowing: (i) this AgreementA certificate, a Note payable to dated the order of each Lender in the amount of its CommitmentClosing Date, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s Representative and its Subsidiaries’ Proven Reserves the Company confirming the matters set forth in Sections 6.3(a), (b) and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules(c); (ii) a favorable opinion A certificate, dated the Closing Date, of the Borrower’s, its Subsidiaries’ Representative and the Guarantors’ counsel dated Company certifying that attached to such certificate (A) is a true and correct copy of the Certificate of Incorporation and by-laws (or comparable instruments) of Sellers and the Company, and all amendments, if any, thereto as of the date of this Agreement and substantially in thereof; (B) are the form names of the attached Exhibit K covering directors and officers of the matters discussed Company; (C) is a true copy of all corporate actions taken by the board of directors and the shareholders of the Company (which actions shall have been taken prior to the date of entering into this Agreement) to authorize the Acquisition and the Other Contemplated Transactions (including the approval of the shareholders of the Company of the Sale Bonus); and (D) are the names and signatures of the duly elected or appointed officers of the Company who are authorized to execute and deliver this Agreement, the other Transaction Documents to which the Company is a party and any certificate, document or other instrument in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestconnection herewith; (iii) copiesTrue, certified as correct and complete copies of all the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower Company Required Consents and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan DocumentsPermits; (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this An executed Escrow Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified as An executed Nondisclosure and Nonsolicitation Agreement; (vi) The resignation of all officers and directors of the date Company and the Subsidiary, as may have been requested by Purchaser; (vii) A Nonforeign Certificate executed by the Company and the Representative in accordance with Section 1445(b) of this Agreement the Code, substantially in the form and to the effect of Exhibit D attached hereto; (viii) A release, executed by the Representative and in favor of Parent and Purchaser, substantially in the form and to the effect of Exhibit E attached hereto; (ix) Good standing certificates for the Company and the Subsidiary from the Secretary of State of the State of Delaware and each other jurisdiction in which the Company is qualified to do business as a Responsible Officer or foreign corporation; (x) A signed opinion of Seller's counsel, dated the secretary or an assistant secretary Closing Date, addressed to Parent and Purchaser, substantially in the form and to the effect of each Guarantor of Exhibit F attached hereto; (Axi) the resolutions Senior Lender Pay-Off Letter; (xii) the JZ Pay-Off Letter; (xiii) the Preferred Stock Pay-Off Letters; (xiv) the TJC Pay-Off Letter; (xv) the BHC Pay-Off Letter; (xvi) certificates evidencing all of the Board Purchased Shares, which certificates shall be duly endorsed in blank or accompanied by duly executed stock powers assigning them to Purchaser; (xvii) releases from payees of Directors the Sale Bonus and the ▇▇▇▇▇▇▇▇ 1994 Employment Agreement Termination Payment; (xviii) releases of or other applicable governing bodyamendments to the change in control provisions, as requested by Purchaser, of the Employment Agreements; (xix) evidence of such Guarantor approving the Loan Documents release by Jordan/Zalaznick Capital Corporation of the security interest in the Purchased Shares owned by ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; (xx) evidence of the termination of the Stockholders Agreement, dated November 21, 1994, pertaining to which it is the capital stock of the Company; and (xxi) a party,Landlord Consent and Estoppel Certificate in substantially the form and to the effect of Exhibit G attached hereto.

Documentation. The Administrative On or before the day on which the initial Borrowing is made or the initial Letters of Credit are issued, the Agent shall have received the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender Agent and the LendersBanks, and, where applicable, and (except for the Notes) in sufficient copies for each LenderBank: (i) this Agreement, a Note Agreement and all attached Exhibits and Schedules and the Notes payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewithBanks, and each of the other Loan Documents, and all attached exhibits and schedulesrespectively; (ii) a favorable opinion Reaffirmation of Guaranty executed by each of the Borrower’s, its Subsidiaries’ 's Subsidiaries (other than the Non-Profit Entities and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestCanadian Subsidiaries); (iii) copies(A) a Reaffirmation of Pledge Agreement executed by ECI Capital Corporation reaffirming its obligations under the Pledge Agreement and (B) such other documents, certified opinions or agreements as the Agent may request to evidence the perfection of the date of this Agreement by Liens created thereby; (iv) a Responsible certificate from the President or Chief Financial Officer of the Borrower dated as of the Effective Date stating that (A) all representations and warranties of the Borrower set forth in this Agreement and the other Credit Documents are true and correct in all material respects; (B) no Default has occurred and is continuing; and (C) the conditions in this Section 3.01 have been met; (A) certified copies of the resolutions of the Board of Directors of the Borrower and each Subsidiary (other than the Non-Profit Entities) approving this Agreement, the Loan Documents to which Notes, and the Borrower is a partyother Credit Documents, (B) and of the articles or certificate of incorporation of the Borrower, (C) the and bylaws of the Borrower and (D) each such Subsidiary, and all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the NoteNotes, and the other Loan Credit Documents, and (B) certificates of good standing, existence and authority for each of the Borrower and the consolidated Subsidiaries; (ivvi) certificates a certificate of a Responsible Officer the Secretary or an Assistant Secretary of the Borrower and each Subsidiary dated as of the date of this Agreement certifying the names and true signatures of the officers of the Borrower and each Subsidiary authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, Continuation and the other Loan Documents to which the Borrower is a partyCredit Documents; (vvii) copiesa favorable opinion of ▇▇▇▇▇▇▇, certified ▇▇▇▇▇ & Craft, L.L.P., outside counsel to the Borrower and the Subsidiaries, dated as of the date of this Agreement by a Responsible Officer or Effective Date and substantially in the secretary or an assistant secretary of each Guarantor of (A) the resolutions form of the Board attached Exhibit H and as to such other matters as any Bank through the Agent may reasonably request; and (viii) a favorable opinion of Directors (or other applicable governing body) Messrs. ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, L.L.P., counsel to the Agent, dated as of such Guarantor approving the Loan Documents to which it is a party,Effective Date and substantially in the form of the attached Exhibit I.

Documentation. The Administrative Agent Purchaser shall have received received, on or prior to the following Closing Date, the following, each in the form and substance satisfactory to Purchaser and its counsel: (1) duly executed counterparts of this Agreement by each of the Obligors and the Purchaser, together with all Schedules hereto updated as of the Closing Date; (2) the Second Amended and Restated Note in the form of Exhibit A hereto, duly executed, delivered and issued by the Company to the Purchaser; (3) Duly executed counterparts of the Omnibus and Reaffirmation Agreement, by each of the Obligors and the Purchaser, together with updated Schedules to the Existing Security Agreement and the Existing Pledge Agreement; (4) An amendment to, or amendment and restatement of, the Existing Share Mortgage (the “Share Mortgage Amendment”) and to the Existing Pledge Agreement (collectively, the “Pledge Amendments”), duly executed by the Company, which for avoidance of doubt includes, among other collateral specified therein, a pledge of 100% of the equity of all first-tier Foreign Subsidiaries of the parties Obligors (other than any Excluded Subsidiaries), together with all schedules thereto; (5) [Intentionally deleted]; (6) a Closing Certificate, duly executed by the Company, certifying as to no default and certain other matters, and attaching true, correct and complete copies of all Existing Senior Secured Debt Documents; (7) [intentionally deleted]; (8) [intentionally deleted]; (9) UCC-1 Financing Statements for filing in each appropriate jurisdiction naming each of the Obligors as “debtor” and the Purchaser as “secured party” covering the Collateral; (10) [intentionally deleted]; (11) Lien search results with respect to each Obligor, from all appropriate jurisdictions and filing offices as requested by the Purchaser, with results satisfactory to the Purchaser, together with executed originals of such termination statements, releases and cancellations of mortgages required by the Purchaser in connection with the removal of any Liens (other than Permitted Liens) against the assets of the Obligors; (12) Secretary Certificate by each Obligor, or by the Company on behalf of itself and each other Obligor, together with attached copies of the certificate of formation, organization or jurisdictional equivalent of each Obligor and all amendments thereto certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, together with the bylaws, operating agreement or equivalent document, in each case, certified by the relevant secretary or manager of such Obligor as of a recent date; and (b) good standing certificates or jurisdictional equivalent for each Obligor, issued by the relevant Secretary of State and or equivalent governmental authority in which such Obligor is organized, in each case as of a recent date; (c) a copy of resolutions adopted by the governing board of each Obligor, authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to which such Obligor is a party certified as true, complete and correct by the relevant secretary of manager of such Transaction as of a recent date; and (d) specimen signatures of the officers or members of each Obligor executing the Agreement and the other Transaction Documents, certified as genuine by the relevant secretary or manager of such Obligor; (13) favorable legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇, LLP, counsel to the Obligors addressed to the Purchaser, covering such matters relating to the transactions contemplated hereby as the Purchaser may reasonably request, and in form and scope reasonably satisfactory to Purchaser and its counsel; (14) copies of all consents and waivers, if any, required by any Governmental Authorities or required under any of the Company’s Material Contracts in connection with the transactions contemplated hereby, including, without limitation, consents or waivers with respect to any agreements prohibiting (A) the grant of any security interest on any Collateral, (B) the payment of the PIK Fee Shares, and (C) the issuance of the Senior Notes, the incurrence of the Obligations, any guaranty thereof by any Guarantor, and any security or pledge by the Obligors in favor of Purchaser; (15) certified copies of (A) the audited annual consolidated financial statements of the Company for the fiscal years ending December 31, 2019, (B) the internally prepared quarterly financial statements of the Company for the period from January 1, 2020 through and including the fiscal quarter ended June 27, 2020, and (C) updated financial projections for the Company and its consolidated subsidiaries, each in form and substance satisfactory to the Administrative AgentPurchaser, copies of which are attached as Exhibit C hereto; (16) a duly executed solvency certificate from the Issuing Lender Company as to solvency of each the Obligors, taken as a whole, after giving effect to the transactions contemplated hereunder to occur on the Closing Date; (17) each other Transaction Document and closing item specified as an item to be delivered on or prior to the LendersClosing Date on the Closing Checklist prepared by Purchaser’s counsel and furnished to the Company and its counsel shall have been executed and delivered to Purchaser or otherwise satisfied, and, where as applicable, in sufficient copies for each Lender: (i) this Agreementcase, a Note payable to as determined by the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulesPurchaser; (ii18) a favorable opinion of [Intentionally deleted]; and (19) Amendment No. 3 to Warrant Agreement, duly executed by the Borrower’s, its Subsidiaries’ Company and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents; (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,Purchaser.

Documentation. The Administrative Agent Lenders shall have received received, in form and substance satisfactory to each Lender, each of the following following, duly executed and acknowledged where appropriate by all the parties thereto: (i) This Agreement; (ii) the Notes issued to each Lender reflecting the Loans made by such Lender; (iii) [reserved]; (iv) the Collateral Documents, together with such UCC financing statements, evidence of the book-entry issuance of 150,000 shares of Parent Common Stock, [and stock powers, original promissory notes, notices of security interest to be filed in the United States Patent and Trademark Office] and other instruments and documents required to be delivered under the Collateral Documents or as the Collateral Agent may otherwise determine to be necessary or reasonably appropriate to perfect the Liens granted thereunder, all in form and substance acceptable to the Collateral Agent; (v) specimen signatures certified by an appropriate officer of each Credit Party; (vi) Organization Documents and resolutions of the board of directors, or equivalent governing body, of each Credit Party, together with such other documents and certificates as the Lenders or their counsel may reasonably request relating to the organization, existence and good standing of each Credit Party, the authorization of the Transactions and any other legal matters relating to the Credit Parties, the Loan Documents or the Transactions; (vii) UCC and other search results required by the Lenders; (viii) certificates, dated as of the Closing Date, of the [chief financial officer] of Parent as to the Solvency of the Credit Parties (after giving effect to the Transactions); (ix) the SBA Forms 480, 652 and 1031 (Parts A and B) completed by Parent with respect to the Loans; (x) the Small Business Administration Economic Impact Assessment completed by Parent, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules; (iixi) a favorable opinion funds flow memorandum in form and substance satisfactory to the Lenders that will provide, among other things, for the payoff of the Borrower’s, its Subsidiaries’ and EIDL loan obtained by the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestBorrowers; (iiixii) copies, certified as documentation authorizing the Lenders to draft interest payments under the Loans from a checking account of the date of this Agreement by a Responsible Officer of Borrowers in form and substance acceptable to the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan DocumentsLenders; (ivxiii) certificates evidence of a Responsible Officer insurance complying with the requirements of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party;Section 6.7; and (vxiv) copies, certified such other documents as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,Lenders may reasonably require.

Documentation. The Administrative Agent shall have received counterparts of this Agreement executed by the Borrower, the Guarantors and the Banks, and the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, and, with respect to this Agreement, the Issuing Lender Notes, all Guaranties and the Lenders, and, where applicableEnvironmental Indemnity, in sufficient copies for each Lender:Bank (except for each Note, as to which one original of each shall be sufficient): (i) this Agreement, a Note duly executed by the Borrower and payable to the order of each Lender in Bank that has requested the amount of its Commitmentsame, the all Guaranties, and the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulesEnvironmental Indemnity; (ii) a favorable opinion certificate from the Chief Executive Officer, President or Chief Financial Officer of the Borrower’s, its Subsidiaries’ and Parent on behalf of the Guarantors’ counsel Borrower dated as of the date Closing Date stating that as of the Closing Date (A) all representations and warranties of the Borrower set forth in this Agreement and substantially the Credit Documents are true and correct in all material respects (except to the form extent that any representation or warranty that is qualified by materiality shall be true and correct in all respects); (B) no Default has occurred and is continuing; (C) the conditions in this Section 3.01 have been met or waived in writing; and (D) to the best of the attached Exhibit K covering Borrower’s knowledge there are no claims, defenses, counterclaims or offsets by the matters discussed in such Exhibit Borrower, the Parent and such other matters as any Lender through of their Subsidiaries against the Administrative Agent may reasonably requestBanks under the Credit Documents; (iii) copiesa certificate of the Secretary or an Assistant Secretary of the Parent on behalf of the Borrower, certified each Guarantor, each Subsidiary of the Parent and each general partner or managing member (if any) of each of the foregoing, dated as of the date of this Agreement by a Responsible Officer Closing Date certifying as of the Borrower of Closing Date to the extent applicable (A) the names and true signatures of officers or authorized representatives of the general partner of such Person authorized to sign the Credit Documents to which such Person is a party as general partner of such Person, (B) resolutions of the Board of Directors or the members of the Borrower general partner of such Person approving the Loan Documents to which the Borrower is a party, (B) the certificate transactions herein contemplated and of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvalsand other third party approvals and consents, if any, with respect to this Agreementthe transactions under the Credit Documents and each Credit Document to which it is or is to be a party, (C) a true and correct copy of the Noteorganizational documents of the general partner of such Person, (D) a true and correct copy of the bylaws, operating agreement, partnership agreement or other governing document of such Person, and (E) a true and correct copy of all partnership or other organizational authorizations necessary or desirable in connection with the other Loan Documentstransactions herein contemplated; (iv) certificates of a Responsible Officer certificate of the Borrower certifying the names and true signatures Secretary or an Assistant Secretary of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified Parent dated as of the date Closing Date certifying as of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of Closing Date (A) the resolutions of the Board of Directors (or other applicable governing body) the members of the general partner of such Guarantor Person approving the Loan transactions herein contemplated and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to the transactions under the Credit Documents and each Credit Document to which it is or is to be a party,, (B) the copies of the charter and bylaws of the Parent and any modification or amendment to the articles or certificate of incorporation or bylaws of the Parent made since such date, and (C) that the Parent owns 100% of the general partner interests and at least 70% of the limited partnership interests in the Borrower; (v) a copy of a certificate of the Secretary of State (or equivalent authority) of the jurisdiction of incorporation, organization or formation of each of the Parent, the Borrower and each Guarantor, dated reasonably near (but prior to) the Closing Date, certifying, if and to the extent such certification is generally available for entities of the type of such Person, (A) as to a true and correct copy of the charter, certificate of limited partnership, limited liability company agreement or other organizational document of such Person, and each amendment thereto on file in such Secretary’s office, (B) that (1) such amendments are the only amendments to the charter, certificate of limited partnership, limited liability company agreement or other organizational document, as applicable, of such Person on file in such Secretary’s office, (2) such Person has paid all franchise taxes to the date of such certificate and (C) such Person is duly incorporated, organized or formed and in good standing or presently subsisting under the laws of the jurisdiction of its incorporation, organization or formation; (vi) A copy of a certificate of the Secretary of State (or equivalent authority) of each jurisdiction in which any of the Parent, the Borrower and each Guarantor owns or leases property or in which the conduct of its business requires it to qualify or be licensed as a foreign corporation except where the failure to so qualify or be licensed could not reasonably be expected to result in a Material Adverse Change, dated reasonably near (but prior to) the Closing Date, stating with respect to each such Person that such Person is duly qualified and in good standing as a foreign corporation, limited partnership or limited liability company in such State and has filed all annual reports required to be filed to the date of such certificate; (vii) (A) one or more favorable written opinions of ▇▇▇▇▇▇▇, Diamond and Ash, ▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLP and Hunton & ▇▇▇▇▇▇▇▇ LLP, each special counsel for the Borrower, the Parent, and their Subsidiaries, in a form reasonably acceptable to the Administrative Agent, in each case dated as of the Closing Date and with such changes as the Administrative Agent may approve, and (B) such other legal opinions as the Administrative Agent shall reasonably request, in each case dated as of the Closing Date and with such changes as the Administrative Agent may approve; (viii) in the event the initial Advance is a LIBOR Advance made on the Closing Date, a breakage indemnity letter agreement executed by the Borrower and dated as of the date of the related Notice of Borrowing in form and substance satisfactory to the Administrative Agent; (ix) any information or materials reasonably required by the Administrative Agent or any Bank in order to assist the Administrative Agent or such Bank in maintaining compliance with (i) the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”) and (ii) any applicable “know your customer” or similar rules and regulations; (x) a Compliance Certificate duly executed by a Responsible Officer of the Parent, dated the Closing Date or, if later, the date of the initial Advance, in each case confirming that the Parent is in compliance with the covenants contained in Article VII on such date (including after giving effect to the initial Advance, if any, made on such date); (i) Evidence as to whether each Hotel Property encumbered by an New York Mortgage is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a “Flood Hazard Property”) pursuant to a standard flood hazard determination form ordered and received by the Administrative Agent and held by the Administrative Agent on behalf of the Banks, and (ii) if such property is a Flood Hazard Property, (A) evidence as to whether the community in which such property is located is participating in the National Flood Insurance Program, (B) the Borrower’s written acknowledgment of receipt of written notification from the Administrative Agent as to the fact that such property is a Flood Hazard Property and as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (C) copies of the Borrower’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance satisfactory to the Administrative Agent and naming the Administrative Agent as sole loss payee on behalf of the Banks; and (xii) such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent may reasonably request.

Documentation. The Administrative Agent shall have received the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, a Note payable to the order of each requesting Lender in the amount of its Commitment, the Security Agreements, the Guaranties, the Pledge Agreements, the Parent Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 8085% (by value) of the PV-10 of the Borrower’s 's and its Subsidiaries’ ' Proven Reserves and Oil and Gas Properties (as set forth in the Initial Engineering Report) in connection therewith, account control agreements required pursuant to Section 5.13 and each of the other Loan Documents, and all attached exhibits and schedules; (ii) a favorable opinion of (A) the Parent's, the Borrower’s, its Subsidiaries’ 's and the Guarantors’ ' primary counsel dated as of the date of this Agreement in form and substantially in covering such matters as the form Administrative Agent may reasonably request, and (B) the Borrower's and its Subsidiaries' local counsel dated as of the attached Exhibit K date of this Agreement in form and covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iii) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of the Borrower of (A) the resolutions of the Board board of Directors directors or managers (or other applicable governing body) of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the articles or certificate (as applicable) of incorporation (or organization) and bylaws, limited liability company agreement, operating agreement, limited partnership agreement or other governing documents of the Borrower, an (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the NoteNotes, and the other Loan Documents; (iv) certificates of a Responsible Officer or the secretary or an assistant secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board board of Directors directors or managers (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,, (B) the articles or certificate (as applicable) of incorporation (or organization) and bylaws, limited liability company agreement, operating agreement, limited partnership agreement or other governing documents of such Guarantor, and (C) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty, the Security Instruments, and the other Loan Documents to which such Guarantor is a party; (vi) a certificate of a Responsible Officer or the secretary or an assistant secretary of each Guarantor certifying the names and true signatures of officers of such Guarantor authorized to sign the Guaranty, Security Instruments and the other Loan Documents to which such Guarantor is a party; (vii) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of the Parent of (A) the resolutions of the Board of Directors of the Parent approving the Loan Documents to which the Parent is a party, (B) the articles or certificate of incorporation and the bylaws of the Parent, and (C) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Parent Pledge and the other Loan Documents to which the Parent is a party; (viii) certificates of a Responsible Officer or the secretary or an assistant secretary of the Parent certifying the names and true signatures of the officers of the Parent authorized to sign the Parent Pledge and the other Loan Documents to which the Parent is a party; (ix) a certificate dated as of the Closing Date from a Responsible Officer of the Borrower stating that (A) all representations and warranties of the Borrower set forth in this Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified by materiality in the text thereof); (B) no Default has occurred and is continuing; and (C) the conditions in this Section 3.01 have been met; (x) appropriate UCC-1 and UCC-3, as applicable, Financing Statements covering the Collateral for filing with the appropriate authorities and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Collateral; (xi) property insurance certificates naming the Administrative Agent loss payee and liability insurance certificates and endorsements naming the Administrative Agent as additional insured, as applicable, and evidencing insurance which meets the requirements of this Agreement and the Security Instruments, and otherwise satisfactory to the Administrative Agent; (xii) the Initial Engineering Report; (xiii) stock, membership or partnership certificates required in connection with the Parent Pledge Agreement and the Pledge Agreements and stock powers executed in blank for each such stock certificate; (xiv) [Reserved]. (xv) certificates of good standing and existence for the Parent and each Loan Party in (a) the state, province or territory in which each such Person is organized and (b) each state, province or territory in which such good standing is necessary, which certificates shall be dated a date not earlier than 30 days prior to the date hereof; and (xvi) such other documents, governmental certificates, agreements and lien searches as the Administrative Agent or any Lender may reasonably request.

Documentation. The Administrative Agent shall have received the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) (x) this Agreement, a Note payable to the order of each Lender that requests a Note in the amount of its CommitmentMaximum Credit Amount, the Guaranties, the Pledge AgreementAgreements, the Security Agreements, and new Mortgages encumbering or reaffirmation of existing Mortgages which collectively encumber (A) at least 8090% (by value) of all of the Borrower’s 's and its Restricted Subsidiaries’ ' Proven Reserves and Oil and Gas Properties, and (B) all of the Borrower's and its Restricted Subsidiaries' Oil and Gas Properties located in connection therewithKingfisher County, Oklahoma, and each of the other Loan Documents, and all attached exhibits and schedules, and (y) exiting agreements executed by the Exiting Lenders acknowledging and agreeing to such Exiting Lenders no longer being party to the Existing Credit Agreement; (ii) a favorable opinion of the Borrower’s, its Subsidiaries’ 's and the Guarantors’ Restricted Subsidiaries' counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K K, covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent Agent, on behalf of the Lenders, may reasonably request; (iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board board of Directors directors of the Borrower General Partner, as general partner of the Borrower, approving the Loan Documents to which the Borrower is a partyparty and authorizing the entering into of Hedge Contracts, (B) the certificate of incorporation of the BorrowerPartnership Agreement, (C) the bylaws certificate of limited partnership of the Borrower duly certified by the Secretary of State of the State of Texas, and (D) the limited liability company agreement of the General Partner, (E) the certificate of formation of the General Partner duly certified by the Secretary of State of the State of Texas, (F) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents; (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents and Hedge Contracts to which the Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor Restricted Subsidiary of (A) the resolutions of the Board board of Directors directors or managers (or other applicable governing body) of such Guarantor Restricted Subsidiary approving the Loan Documents to which it is a party and authorizing the entering into of Hedge Contracts, (B) the articles or certificate (as applicable) of incorporation (or organization) of such Restricted Subsidiary certified by the Secretary of State for the state of organization, (C) the bylaws or other governing documents of such Restricted Subsidiary, and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty, the Security Instruments, and the other Loan Documents and Hedge Contracts to which such Restricted Subsidiary is a party,; (vi) a certificate of a Responsible Officer of each Restricted Subsidiary certifying the names and true signatures of officers of such Restricted Subsidiary authorized to sign the Guaranty, Security Instruments and the other Loan Documents and Hedge Contracts to which such Restricted Subsidiary is a party; (vii) certificates of good standing for the Borrower, the General Partner, and each Restricted Subsidiary in each state in which each such Person is organized or qualified to do business, which certificate shall be (A) dated a date not sooner than 14 days prior to the date of this Agreement or (B) otherwise effective on the Effective Date; (viii) a certificate dated as of the date of this Agreement from the Responsible Officer of the Borrower stating that (A) all representations and warranties of the Borrower set forth in this Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such date (except in the case of representations and warranties that are made solely as of an earlier date or time, which representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date or time); (B) no 57 Default has occurred and is continuing; and (C) the conditions in clauses (a), (b), (c), (h) – (n), and (p) of this Section 3.01 have been met; (ix) appropriate UCC‑1 and UCC-3 Financing Statements covering the Collateral for filing with the appropriate authorities and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Collateral; (x) to the extent not already in the possession of the Administrative Agent, certificates evidencing the Equity Interests required in connection with the Pledge Agreements and powers executed in blank for each such certificate; (xi) insurance certificates naming the Administrative Agent loss payee or additional insured, as applicable, and evidencing insurance that meet the requirements of this Agreement and the Security Instruments, and that are otherwise satisfactory to the Administrative Agent; (xii) the initial Engineering Report dated effective a date acceptable to the Administrative Agent; (xiii) a certificate of the chief financial officer of the Borrower, in form and substance reasonably satisfactory to the Administrative Agent, attesting to the Solvency of the Borrower and its Restricted Subsidiaries, taken as a whole, immediately before and after giving effect to the Transactions; and (xiv) such other documents, governmental certificates, agreements and lien searches as the Administrative Agent or any Lender may reasonably request.

Documentation. The Administrative Agent shall have Seller has received the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lenderfollowing: (i) a certificate, dated the date hereof, of the Secretary or Assistant Secretary of each of Buyer and Parent certifying, among other things, that attached or appended to such certificate (A) is a true and correct copy of the Certificate of Incorporation and all amendments if any thereto as of the date hereof; (B) is a true and correct copy of the By-laws as of the date hereof of Buyer and Parent; (C) is a true copy of all corporate actions taken by Buyer and Parent, including resolutions of its board of directors authorizing the execution, delivery and performance of this Agreement, a Note payable and each other Transaction Document to be delivered hereby; and (D) are the order names and signatures of each Lender in the amount of its CommitmentBuyer's and Parent's duly elected or appointed officers who are authorized to execute and deliver this Agreement and any certificate, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties document or other instrument in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulesherewith; (ii) a favorable opinion evidence of the Borrower’s, its Subsidiaries’ good standing and the Guarantors’ counsel dated as corporate existence of the date of this Agreement Buyer and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestParent; (iii) copiesa signed opinion of counsel to Buyer, certified as of dated the date hereof and addressed to Seller, in the form of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documentsopinion annexed as Exhibit 5.1A hereto; (iv) certificates of a Responsible Officer an executed copy of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Escrow Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copiesan executed copy of an assignment and assumption agreement of Parent and Buyer in the form annexed as Exhibit 5.1B (the "Assignment and Assumption Agreement"); (vi) an executed and unconditional general release of Mr. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in favor of Seller, certified in the form annexed as Exhibit 5.1C; (vii) an executed and unconditional general release of ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in favor of Seller, in the form annexed as Exhibit 5.1D; (viii) executed UCC-3 termination statements from each of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, North Fork Bank and Chase Manhattan Bank to be filed in every jurisdiction and filing office in which UCC-1 financing statements have been filed with respect to the Assets; (ix) an executed consent and an executed Release from Chase Manhattan Bank with respect to this Agreement and the Contemplated Transactions; (x) an executed termination of the date of this Agreement by Lease between Seller and ▇▇▇▇▇▇▇ Associates releasing Seller from any liability whatsoever thereunder, in the form annexed as Exhibit 5.1E; (xi) a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions copy of the Board Phase I Environmental Assessment performed by ATC Associates, Inc. on behalf of Directors Buyer and Parent; and (or other applicable governing bodyxii) of such Guarantor approving a supply agreement between Buyer and Seller in the Loan Documents to which it is a party,form annexed hereto as Exhibit 5.1F (the "Supply Agreement");

Documentation. The Administrative Agent Lenders shall have received the following ------------- documents, each dated the Merger Date (unless otherwise specified), each duly executed by all and delivered to the parties theretoLenders, and each to be satisfactory in form and substance satisfactory to the Administrative Agent, the Issuing Lender Lenders and the Lenders, and, where applicable, in sufficient copies for each Lendertheir counsel: (i) this Agreementthe Facility B Notes, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (duly executed by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulesParent; (ii) a favorable opinion reaffirmations of the Borrower’s, its Subsidiaries’ and Guaranty Agreements signed by each of the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iii) copiesan amendment to the Stock Pledge Agreement, certified as duly executed and delivered by Pledgor (the "Stock Pledge Agreement"), pledging to the Collateral Agent, for the benefit of the date Lenders, a number of this Agreement by a Responsible Officer additional shares of MIDCOM common stock (the Borrower "Additional Pledged Shares") such that the aggregate number of shares pledged to the Collateral Agent is equal to the greater of (A) 2,000,000, multiplied by a fraction, the resolutions numerator of which is aggregate principal amount of the Board Facility B Loans requested and the denominator of Directors which is 10,000,000; and (B) the quotient obtained by dividing (1) the product of two (2) times the aggregate principal amount of the Borrower approving Facility B Loans requested by (2) the current market value (as defined under Regulation G) on the Tender Date of the MIDCOM common stock, as reported in the New York Times or the Wall Street --- ---- ----- ---- ------ Journal; ------- (iv) the certificates evidencing the Additional Pledged Shares, together with stock powers duly executed in blank by Pledgor, with signatures guaranteed, and such other instruments, documents or agreements with respect thereto as the Collateral Agent may require to be delivered to the Collateral Agent; (v) evidence satisfactory to Lenders that the Additional Pledged Shares are subject to (A) no Liens whatsoever other than in favor of the Collateral Agent and (B) no "lock-ups" or any similar agreement which would prevent the pledge thereof to the Collateral Agent for the benefit of the Lenders or, with the exception of the DLJ Letter Agreement, might prevent, affect, or delay the resale thereof by the Collateral Agent for the benefit of the Lenders; (vi) evidence satisfactory to Lenders that the repayment of the Affiliate Loan and of the Facility A Loan will not be subject to any impediment or cause a default or event of default relating to any agreement for borrowed money to which Parent or TI is party or to which Parent or TI is bound; (vii) additional warrants issued in the name of Lenders pursuant to the Warrant Agreement exercisable, as to each Lender, for such Lender's Pro Rata Share of two percent (2%) of Parents common stock on a fully diluted basis; (viii) a certificate signed by each individual Guarantor, by the President or chief financial officers of each corporate Guarantor and by the President or chief financial officers of the general partner of each Partnership Obligor, certifying that (A) the representations and warranties set forth in the Loan Documents to which the Borrower each such Obligor is a party, party are true and correct in all respects on and as of such date with the same effect as though made on and as of such date; (B) such Obligor is on such date in compliance with all the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower terms and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents; (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving conditions set forth in the Loan Documents to which it is a party,party on its part to be observed and performed, and (C) on the Merger Date, after giving effect to the making of the Facility B Loans, no Default or Event of Default has occurred or is continuing; (ix) a "bring-down" certificate of the Secretary of each Corporate Obligor as to the certificate delivered by such Corporate Obligor pursuant to Section hereof and as to the documents relating to such Corporate Obligor delivered pursuant to Section hereof; (x) a "bring-down" certificate of the general partner of the Partnership Obligor as to the certificate delivered by the Partnership Obligor pursuant to Section hereof and as to the partnership agreement delivered pursuant to Section hereof; (xi) a copy of the Certificate of Incorporation of Parent, and all restatements thereof or amendments thereto, certified as of a date close to the Merger Date, by the Secretary of State for Delaware; (xii) a duly completed and signed Federal Reserve Form FR G-3 in favor of each Lender, showing that the making of the Facility B Loan by such Lender complies with the requirements of Regulation G; (xiii) the written opinion of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, counsel to Obligors, in the form attached hereto as Exhibit E, as to the --------- transactions contemplated by this Agreement; (xiv) such UCC termination statements and other Lien releases and terminations as the Lender may require with respect to the Collateral; (xv) copies of all required regulatory approvals, including, without limitation, any which may be required by regulatory authorities having jurisdiction over any Obligor and any that may be required for any transactions contemplated by this Agreement or any of the other Loan Documents; (xvi) such other documents, instruments and agreements with respect to the transactions contemplated by this Agreement as may be requested by the Lenders or the Collateral Agent, in each case in such form and containing such additional terms and conditions as may be satisfactory to the Lenders and the Collateral Agent.

Documentation. The Administrative Agent shall have received the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each LenderBank: (i) this Agreementan Accession Agreement dated as of the Acquisition Date (executed by each WWC Guarantor), a Note payable to the order of each Lender Custodial Agreements described in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Guarantors Security Agreements, Agreement and Mortgages encumbering at least 80% (by value) applicable to each WWC Guarantor dated as of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan DocumentsAcquisition Date, and all attached exhibits and schedulesUCC1 financing statements contemplated by the Guarantors Security Agreement with respect to each WWC Guarantor; (ii) a favorable opinion certificate from the Chief Executive Officer, President or Chief Financial Officer of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel Borrower dated as of the date Acquisition Date stating that as of the Acquisition Date (A) all representations and warranties of the Borrower set forth in this Agreement and substantially the Borrower Security Agreement are true and correct in all material respects; (B) no Default has occurred and is continuing; (C) the form of the attached Exhibit K covering the matters discussed conditions in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestthis Section 3.02 have been met; (iii) copies, certified a certificate of the Secretary or an Assistant Secretary of each WWC Guarantor dated as of the date of this Agreement by a Responsible Officer Acquisition Date and certifying as of the Borrower of Acquisition Date (Ax) the names and true signatures of officers such WWC Guarantor authorized to sign the Credit Documents to which such Person is a party, (y) resolutions of the Board of Directors of such Person with respect to the Borrower approving transactions herein contemplated, and (z) copies of the Loan Documents to which the Borrower is a party, (B) the articles or certificate of incorporation of the Borrower, (C) the and bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documentssuch Person; (iv) certificates a favorable opinion of a Responsible Officer Richard F. Cooper, Gener▇▇ ▇▇▇▇▇▇▇ ▇▇ the Borrower and the Guarantors, dated as of the Borrower certifying Acquisition Date and in substantially the names and true signatures form of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party;Exhibit I-2; and (v) copies, certified as all shares of capital stock of each WWC Company (other than the WWC Shares and the shares of capital stock of the date of this Agreement ICC Subsidiaries) have been delivered to the Agent together with stock powers executed in blank by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) holder of such Guarantor approving the Loan Documents to which it is a party,shares.

Documentation. The Administrative Agent shall have received the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, a Note payable to the order of each requesting Lender in the amount of its Commitment, the Security Agreements, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) substantially all of the Borrower’s and its Subsidiaries’ personal property and encumbering at least 90% of all of the Loan Parties’ Proven Reserves (as set forth in the Initial Engineering Report) and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules; (ii) a favorable opinion of the Borrower’s, its Subsidiaries’ ’s and the Guarantors’ primary counsel dated as of the date of this Agreement in form and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request;; HOUSTON\2067330.8 -43- (iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the articles or certificate of incorporation and the bylaws of the Borrower, and (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the NoteNotes, and the other Loan Documents; (iv) certificates of a Responsible Officer the secretary or assistant secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,, (B) the articles or certificate (as applicable) of incorporation (or organization or formation) and bylaws (or partnership or company agreement) of such Guarantor, and (C) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty, the Security Instruments, and the other Loan Documents to which such Guarantor is a party; (vi) a certificate of the secretary or an assistant secretary of each Guarantor certifying the names and true signatures of officers of such Guarantor authorized to sign the Guaranty, Security Instruments and the other Loan Documents to which such Guarantor is a party; (vii) a certificate dated as of the Initial Funding Date from a Responsible Officer of the Borrower stating that (A) all representations and warranties of the Borrower set forth in this Agreement are true and correct in all material respects; (B) no Default has occurred and is continuing; and (C) the conditions in this Section 3.01 have been met; (viii) appropriate UCC-1 and UCC-3, as applicable, Financing Statements covering the Collateral for filing with the appropriate authorities and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Collateral; (ix) property insurance certificates naming the Administrative Agent loss payee and liability insurance certificates naming the Administrative Agent as additional insured, as applicable, and evidencing insurance which meets the requirements of this Agreement and the Security Instruments (including business interruption insurance), and which is otherwise satisfactory to the Administrative Agent; (x) the Initial Engineering Report; (xi) stock, membership or partnership certificates required in connection with the Pledge Agreements and stock powers executed in blank for each such stock certificate; (xii) a Compliance Certificate completed and executed by a Responsible Officer of the Borrower showing the calculation of, and Borrower’s pro forma compliance with HOUSTON\2067330.8 -44-

Documentation. The Administrative Agent shall have received the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge AgreementAgreements, the Security Agreements, the Intercreditor Agreement, and Mortgages encumbering which collectively encumber at least 8090% (by value) of all of the Borrower’s and its Restricted Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewithProperties, and each of the other Loan Documents, and all attached exhibits and schedules; (ii) a favorable opinion of the Borrower’s, its Subsidiaries’ ’s and the GuarantorsRestricted Subsidiaries’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K K, covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent Agent, on behalf of the Lenders, may reasonably request; (iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board board of Directors directors of the Borrower General Partner, as general partner of the Borrower, approving the Loan Documents to which the General Partner or the Borrower is a party, (B) the certificate of incorporation of the BorrowerPartnership Agreement, (C) the bylaws certificate of limited partnership of the Borrower duly certified by the Secretary of State of the State of Texas, and (D) the limited liability company agreement of the General Partner, (E) the certificate of formation of the General Partner duly certified by the Secretary of State of the State of Texas, (F) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents; (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor Restricted Subsidiary, of (A) the resolutions of the Board board of Directors directors or managers (or other applicable governing body) of such Guarantor Restricted Subsidiary approving the Loan Documents to which it is a party,, (B) the articles or certificate (as applicable) of incorporation (or organization) of such Restricted Subsidiary certified by the Secretary of State for the state of organization, (C) the bylaws or other governing documents of such Restricted Subsidiary, and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty, the Security Instruments, and the other Loan Documents to which such Restricted Subsidiary is a party; (vi) a certificate of a Responsible Officer of each Restricted Subsidiary certifying the names and true signatures of officers of such Restricted Subsidiary authorized to sign the Guaranty, Security Instruments and the other Loan Documents to which such Restricted Subsidiary is a party; (vii) certificates of good standing for the Borrower, the General Partner, and each Restricted Subsidiary in each state in which each such Person is organized or qualified to do business, which certificate shall be (A) dated a date not sooner than 14 days prior to the date of this Agreement or (B) otherwise effective on the Effective Date; (viii) a certificate dated as of the date of this Agreement from the Responsible Officer of the Borrower stating that (A) all representations and warranties of the Borrower set forth in this Agreement are true and correct in all material respects as of such date (except in the case of representations and warranties that are made solely as of an earlier date or time, which representations and warranties shall be true and correct in all material respects as of such earlier date or time); (B) no Default has occurred and is continuing; and (C) the conditions in clauses (a), (b), (c), (d) and (g) - (p) of this Section 3.01 have been met; (ix) appropriate UCC-1 Financing Statements covering the Collateral for filing with the appropriate authorities and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Collateral; (x) evidence satisfactory to the Administrative Agent that the Equity Interests required in connection with the Pledge Agreements and powers executed in blank for each such certificate have previously been delivered to the First Lien Administrative Agent; (xi) evidence satisfactory to the Administrative Agent that insurance certificates naming the Administrative Agent loss payee or additional insured, as applicable, and evidencing insurance that meet the requirements of this Agreement and the Security Instruments have been previously provided to the Administrative Agent; (xii) the initial Engineering Report dated effective a date acceptable to the Administrative Agent; (xiii) a certificate of the chief financial officer of the Borrower, in form and substance reasonably satisfactory to the Administrative Agent, attesting to the Solvency (i) of the Borrower and its Restricted Subsidiaries taken as a whole; and (xiv) such other documents, governmental certificates, agreements and lien searches as the Administrative Agent or any Lender may reasonably request.

Documentation. The Administrative Agent shall have received each of the following duly executed by all the parties theretofollowing, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreementa fully-executed and effective Amendment, a Note payable to executed by the order of each Lender in the amount of its CommitmentBorrower, the GuarantiesFacility Guarantors, the Pledge Agreement, Administrative Agent and the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulesRequired Lenders; (ii) a favorable opinion of fully-executed and effective Term Loan Intercreditor Agreement (▇▇▇▇▇), executed by the Borrower’sAdministrative Agent, its Subsidiaries’ the Term Agent (▇▇▇▇▇) and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestLoan Parties; (iii) copiesa fully-executed and effective Security Agreement, certified as of executed by the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving Administrative Agent and the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan DocumentsParties; (iv) certificates fully-executed and effective copies of the Trademark Agreement and the Patent Agreement, executed by the Administrative Agent and the applicable Loan Parties; (v) a certificate of a Responsible Officer of the Borrower Borrower, certifying the names and attaching true signatures and complete copies of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, loan agreement and the other collateral documents under the Term Loan Documents to which the Borrower is a partyFacility (▇▇▇▇▇); (vvi) copies, certified as a certificate of the date of this Agreement by a Responsible Officer Secretary or the secretary or an assistant secretary Assistant Secretary of each Guarantor Loan Party dated the Effective Date and certifying (i) that attached thereto is a true and complete copy of (A) resolutions duly adopted by the resolutions board of the Board of Directors directors (or other applicable equivalent governing body) of such Guarantor approving Loan Party authorizing the execution, delivery and performance of this Amendment, the Security Agreement, the IP Security Agreements, the Mortgages and the Intercreditor Agreement, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (ii) that the certificate or articles of incorporation or organization of such Loan Party and the by-laws or operating (or limited liability company) agreement of such Loan Party have not been amended since August 8, 2012 (except as otherwise indicated); and (vii) a written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Loan Documents Parties and applicable local counsel to which it is a party,the Loan Parties, in each case covering such matters relating to the Loan Parties, this Amendment, the Security Agreement, the IP Security Agreements and the Intercreditor Agreement or and the transactions contemplated hereby and thereby as the Administrative Agent shall reasonably request. The Loan Parties hereby request such counsel to deliver such opinions.

Documentation. The Administrative Agent Purchasers shall have received all of the following duly executed by all the parties theretodocuments or instruments, or evidence of completion thereof, each in full force and effect and otherwise in form and substance satisfactory to the Administrative Agent, the Issuing Lender Purchasers and the Lenders, and, where applicable, in sufficient copies for each Lendertheir counsel: (ia) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules; (iib) a favorable opinion of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestWarrants; (iiic) copiesthe Notes; (d) the Guaranty; (e) the Security Agreement, (f) A copy of the Certificate of Incorporation of the Company (the "Company Certificate of Incorporation"), certified as by the appropriate officer of the date jurisdiction of this Agreement by a Responsible Officer organization of the Borrower Company, a copy of (A) the resolutions of the Board of Directors evidencing approval of this Agreement and the Borrower approving the Loan other Financing Documents to which the Borrower it is a party, (B) the certificate of incorporation issuance of the BorrowerNotes and the Warrants and the other matters contemplated hereby, (C) and a copy of the bylaws of the Borrower Company, all of which shall have been certified by the Secretary of the Company to be true, complete and (D) correct copies thereof, and certified copies of all other documents evidencing other necessary corporate or other action and governmental approvalsapprovals obtained by the Company, if any, with respect to this AgreementAgreement and the Securities; (g) A copy of the Certificate of Incorporation of the Guarantor (collectively, the Note"Guarantor Certificates of Incorporation"), certified by the appropriate officer of the jurisdiction of organization of such Guarantor, a copy of the resolutions of the board of directors (or other similar body) of such Guarantor evidencing approval of each Financing Document to which it is a party, and the matters contemplated thereby, and a copy of the By-laws of such Guarantor, all of which shall have been certified by the Secretary of the applicable Guarantor to be true, complete and correct copies thereof, and certified copies of all documents evidencing other Loan Documentsnecessary corporate or other action and governmental approvals obtained by such Guarantor, if any, with respect to the Guaranty; (ivh) certificates The opinion of Howard, Rice, Nemerovski, Canady, ▇▇▇▇ & ▇▇▇▇▇▇, a Responsible Officer Professional Corporation, counsel to the Company and the Guarantor, in the form of Exhibit 2.2(h) attached hereto; (i) A certificate of the Borrower certifying Secretary of the Company which shall certify the names and true signatures of the officers of the Borrower Company authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, Agreement and the other Loan Documents to which the Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Financing Documents to which it is a party,, and the other documents, instruments or certificates to be delivered pursuant to this Agreement by the Company or any of its officers, together with the true signatures of such officers. The Purchasers may conclusively rely on such certificate until they shall receive a further certificate of the Secretary or an Assistant Secretary of the Company canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificate; (j) A certificate of the Secretary of the Guarantor which shall certify the names of the officers of such Guarantor authorized to sign the Guaranty, and the other documents, instruments or certificates to be delivered pursuant to this Agreement by such Guarantor or any of its officers, together with the true signatures of such officers. The Purchasers may conclusively rely on such certificate until they shall receive a further certificate of the Secretary or an Assistant Secretary of such Guarantor canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificate; (k) A certificate of the Chief Executive Officer or Chief Financial Officer of the Company stating that the representations and warranties of the Company contained in Article III hereof and in the other Financing Documents are true and correct and that all conditions required to be performed prior to or at the Closing Date have been performed as of such date; (l) Certificates of Good Standing for the Company from the states of Delaware and California, and each other jurisdiction in which the failure to be duly qualified or licensed would result in a Material Adverse Effect upon the Company and its Subsidiaries, in each case, dated within 10 days of the Closing Date; (m) Certificates of Good Standing for the Guarantor from the jurisdiction of organization of such Guarantor, and each other jurisdiction in which the failure to be duly qualified or licensed would result in a Material Adverse Effect upon the Company and its Subsidiaries, in each case, dated within 10 days of the Closing Date; (n) The Company shall have paid all of the costs and expenses identified in Section 9.4 to the extent invoices therefor have been presented to the Company at least one day prior to the Closing Date; (i) The Company and the Guarantor shall have obtained all consents or waivers, if any, that are necessary to execute and deliver this Agreement and the other Financing Documents, issue the Notes and the Warrants and to carry out the transactions contemplated hereby and thereby; (ii) all such consents and waivers shall be in full force and effect; (iii) all corporate and other actions and governmental filings necessary to effectuate the terms of this Agreement, the Notes, the Warrants, the other Financing Documents, and other agreements and instruments executed and delivered by the Company or any Guarantor in connection herewith shall have been made or taken, except for any post-sale filing that may be required under federal or state securities laws; (p) Purchasers shall have reviewed to their satisfaction results of UCC-1, lien and claim searches with .respect to the Company and Guarantor conducted in DE & CA.

Documentation. The Administrative Agent Lenders shall have received received, in form and substance satisfactory to each Lender, each of the following following, duly executed and acknowledged where appropriate by all the parties thereto: (i) This Agreement; (ii) the Notes issued to each Lender reflecting the Loans made by such L▇▇▇▇▇; (iii) [reserved]; (iv) the Collateral Documents, together with such UCC financing statements, evidence of the book-entry issuance of 150,000 shares of Borrower Common Stock, and stock powers, original promissory notes, notices of security interest to be filed in the United States Patent and Trademark Office and other instruments and documents required to be delivered under the Collateral Documents or as the Collateral Agent may otherwise determine to be necessary or reasonably appropriate to perfect the Liens granted thereunder, all in form and substance acceptable to the Collateral Agent; (v) specimen signatures certified by an appropriate officer of each Credit Party; (vi) Organization Documents and resolutions of the board of directors, or equivalent governing body, of each Credit Party, together with such other documents and certificates as the Lenders or their counsel may reasonably request relating to the organization, existence and good standing of each Credit Party, the authorization of the Transactions and any other legal matters relating to the Credit Parties, the Loan Documents or the Transactions; (vii) UCC and other search results required by the Lenders; (viii) certificates, dated as of the Closing Date, of the chief financial officer of B▇▇▇▇▇▇▇ as to the Solvency of the Credit Parties (after giving effect to the Transactions); (ix) the SBA Forms 480, 652 and 1031 (Parts A and B) completed by B▇▇▇▇▇▇▇ with respect to the Loans; (x) the Small Business Administration Economic Impact Assessment completed by B▇▇▇▇▇▇▇, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules; (iixi) a favorable opinion funds flow memorandum in form and substance satisfactory to the Lenders that will provide, among other things, for the payoff of the EIDL loan obtained by the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iiixii) copies, certified as of documentation authorizing the date of this Agreement by Lenders to draft interest payments under the Loans from a Responsible Officer checking account of the Borrower of (A) in form and substance acceptable to the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan DocumentsLenders; (ivxiii) certificates evidence of a Responsible Officer insurance complying with the requirements of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party;Section 6.7; and (vxiv) copies, certified such other documents as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,Lenders may reasonably require.

Documentation. The Administrative Agent shall have received the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender: : (i) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge AgreementAgreements, the Security Agreements, and Mortgages encumbering at least 80% (by value) all of the Borrower’s 's and its Subsidiaries’ ' Proven Reserves and Oil and Gas Properties(other than Oil and Gas Properties located in connection therewiththe State of Arkansas), and each of the other Loan Documents, and all attached exhibits and schedules; ; (ii) a favorable opinion of the Borrower’s, its Subsidiaries’ 's and the Guarantors’ Subsidiaries' counsel (including its local counsel) dated as of the date of this Agreement and substantially in the form of the attached Exhibit K K, covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent Agent, on behalf of the Lenders, may reasonably request; ; (iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower Borrower, approving the Loan Documents to which the Borrower is a partyparty and authorizing the entering into of Hedge Contracts, (B) the certificate of incorporation bylaws of the Borrower, (C) the bylaws certificate (or articles) of incorporation of the Borrower duly certified by the Secretary of State of Nevada, and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents; ; (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents and Hedge Contracts to which the Borrower is a party; ; (v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor Subsidiary of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor Subsidiary approving the Loan Documents to which it is a party and authorizing the entering into of Hedge Contracts, (B) the articles or certificate (as applicable) of incorporation (or organization) of such Subsidiary certified by the Secretary of State for the state of organization, (C) the bylaws or other governing documents of such Subsidiary, and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty, the Security Instruments, and the other Loan Documents and Hedge Contracts to which such Subsidiary is a party; (vi) a certificate of a Responsible Officer of each Subsidiary certifying the names and true signatures of officers of such Subsidiary authorized to sign the Guaranty,

Documentation. The Administrative Agent shall have received the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and each of the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, ; (ii) a Note payable to the order of each Lender that has requested a Note in the amount of its Commitment; (iii) the Mortgage Amendments and any additional Mortgages that may be required pursuant to Section 5.11; (iv) copies of insurance certificates naming the Administrative Agent loss payee or additional insured, the Guarantiesas applicable, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (certified by value) of the Borrower’s insurance broker and its Subsidiaries’ Proven Reserves and otherwise satisfactory to the Administrative Agent; (v) a copy of the Internal Engineering Report dated as of December 31, 2010 with respect to the Oil and Gas Properties to be included in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulesBorrowing Base; (iivi) a favorable opinion of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel opinions dated as of the date Closing Date of this Agreement ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P. and substantially of ▇▇▇▇▇▇▇ ▇▇▇▇▇, special counsel to the Credit Parties, in form and substance satisfactory to the form of Administrative Agent covering such matters concerning the attached Exhibit K covering Credit Parties or the matters discussed in such Exhibit and such other matters Loan Documents as any Lender through the Administrative Agent may reasonably request; (iiivii) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of the Borrower General Partner of (A) the resolutions of the Board of Directors applicable governing body of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation organizational documents of the Borrower, and (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the NoteNotes, the Security Instruments and the other Loan DocumentsDocuments to which the Borrower is a party; (ivviii) certificates of a Responsible Officer or the secretary or an assistant secretary of the Borrower General Partner certifying the names and true signatures of the officers of the Borrower General Partner authorized to sign on behalf of the Borrower this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, the Security Instruments and the other Loan Documents to which the Borrower is a party; (vix) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) body of such Guarantor approving the Loan Documents to which it is a party,, (B) the organizational documents of such Guarantor, and (C) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Security Instruments, and the other Loan Documents to which such Guarantor is a party; (x) a certificate of the secretary or an assistant secretary of each Guarantor certifying the names and true signatures of officers of such Guarantor authorized to sign this Agreement, the Security Instruments and the other Loan Documents to which such Guarantor is a party; (xi) certificates from the appropriate Governmental Authority certifying as to the good standing, existence and authority of each of the Credit Parties in all jurisdictions where required by the Administrative Agent; (xii) a certificate dated as of the date of this Agreement from the Responsible Officer of the General Partner stating that (A) all representations and warranties of the Borrower set forth in this Agreement are true and correct in all material respects; (B) no Default has occurred and is continuing; and (C) the conditions in this Section 3.01 have been met; (xiii) results of lien, tax and judgment searches of the UCC Records of the Secretary of State and applicable counties of the States of Delaware, North Dakota, and Texas from a source acceptable to the Administrative Agent and reflecting no Liens against any of the Collateral as to which perfection of a Lien is accomplished by the filing of a financing statement other than in favor of the Administrative Agent, other than Permitted Liens; (xiv) appropriate UCC-1 or UCC-3 Financing Statements covering the Collateral for filing with the appropriate authorities and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Collateral; and (xv) such other documents, governmental certificates, agreements and lien searches as the Administrative Agent or any Lender may reasonably request.

Documentation. The Administrative Agent shall have received the following following: (1) this Amendment, duly and validly executed by all the parties theretoLenders and the Borrower; (2) account control agreements, in form duly and substance satisfactory to validly executed by the Credit Parties, the Administrative Agent, and Frost Bank, as depositary bank, with respect to each Deposit Account of a Credit Party at Frost Bank in existence on the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulesAmendment Effective Date; (ii) a favorable opinion of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iii3) copies, certified as of the date Amendment Effective Date, by an Authorized Officer or the secretary or an assistant secretary of this Agreement by a Responsible Officer each of the Borrower Credit Parties of (A) the resolutions of the Board applicable governing body of Directors of each such Credit Party or approving this Amendment and the Borrower approving the Loan other Credit Documents to which the Borrower each such Credit Party is a party, and (B) the articles or certificate (as applicable) of incorporation (or organization or formation) and bylaws (or partnership or company agreement) of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documentseach such Credit Party; (iv4) certificates of a Responsible an Authorized Officer or the secretary or assistant secretary of each of the Borrower Credit Parties certifying the names and true signatures of the officers of the Borrower Credit Parties authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, Amendment and the other Loan Credit Documents to which such the Borrower Credit Party is a party; (v5) copiescertificates of good standing and existence for each of the Credit Parties in the state, certified as of province or territory in which each such Credit Party is organized, which certificates shall be dated a date not earlier than 30 days prior to the date of this Agreement by a Responsible Amendment; (6) certificate of an Authorized Officer or of the secretary or an assistant secretary of each Guarantor of Borrower (A) certifying that the resolutions condition set forth in Section 9(b) of this Amendment has been satisfied and (B) attaching an executed copy of the Board ▇▇▇▇▇▇▇▇ Acquisition Agreements and the Preferred Equity Purchase Agreement, together with all executed copies of Directors amendments thereto; (or 7) favorable opinions of (i) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., counsel to the Credit Parties and (ii) the local counsel of the Credit Parties listed on Part I of Exhibit D attached hereto, in each case addressed to the Administrative Agent and each Lender and covering such customary matters concerning the Credit Parties and the Credit Documents as the Administrative Agent may reasonably request; (8) a certificate of an Authorized Officer of the Borrower, substantially in the form attached hereto as Exhibit E certifying that the Borrower and the Restricted Subsidiaries, and immediately after giving effect to the consummation of the ▇▇▇▇▇▇▇▇ Acquisition, the Preferred Equity Transaction and the other applicable governing bodytransactions to occur upon the Amendment Effective Date are, as of the Amendment Effective Date, solvent; and (9) counterparts of such Guarantor approving the Loan Documents to which it is a party,Intercompany Note (together with an executed undated allonge) executed by the Borrower and the Restricted Subsidiaries.

Documentation. The On the Closing Date, the Administrative Agent and the Lenders shall have received the following following, each dated on or before such day, duly executed by all the parties thereto, each in form and substance satisfactory to the Administrative Agent, the Issuing Lender Agent and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, Agreement and all attached Exhibits and Schedules; (ii) any Note requested by a Note Lender pursuant to Section 2.02(g) payable to the order of each such requesting Lender in the amount of its Revolving Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules; (ii) a favorable opinion of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iii) copiesthe Security Agreement executed the Borrower and each Guarantor, certified together with UCC-1 or UCC-3 financing statements and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in the Collateral described therein; (iv) the Pledge Agreement executed by the Borrower and each Guarantor that has a Material Subsidiary pledging to the Administrative Agent for the benefit of the Secured Parties all of the Equity Interests of the Material Subsidiaries that are Domestic Subsidiaries of such Loan Party and 65% of the Equity Interests of the Material Subsidiaries that are Foreign Subsidiaries of such Loan Party, together with certificates, powers executed in blank, UCC-1 or UCC-3 financing statements and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Equity Interests; (v) a Custodial Agreement executed by the Administrative Agent, the Loan Parties and Custodians selected by the Borrower and approved by the Administrative Agent in its sole discretion; (vi) a certificate dated as of the date of this Agreement by Closing Date from a Responsible Officer of the Borrower of stating that (A) the resolutions all representations and warranties of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower such Person set forth in this Agreement and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and in the other Loan Documents; (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,party are true and correct in all material respects; (B) no Default has occurred and is continuing; and (C) the conditions in this Section 3.01 have been met; (vii) a certificate of a Responsible Officer of each Loan Party dated the Closing Date and certifying (A) such Loan Party’s organizational documents or that there have been no changes to the organizational documents of such Loan Party since such organizational documents were last certified to the Administrative Agent and the Lenders or attaching such amendments, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Loan Party is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the incumbency and specimen signature of each officer executing any Loan Document, Notices of Borrowing or any other document delivered in connection herewith on behalf of such Loan Party; (viii) a certificate of another officer of each Loan Party as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to (vii) above; (ix) certificates from the appropriate Governmental Authority certifying as to the good standing, existence and authority of each of the Loan Parties in all jurisdictions where required by the Administrative Agent; (x) a favorable opinion dated as of the Closing Date of ▇▇▇▇▇ ▇▇▇▇▇▇, general counsel to the Loan Parties; (xi) a favorable opinion dated as of the Closing Date of Akin Gump ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP, Texas, New York and Delaware counsel to the Loan Parties; (xii) a favorable opinion dated as of the Closing Date of ▇▇▇▇ ▇▇▇▇▇▇ Hawthorne D’▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P., Louisiana counsel to the Loan Parties; (xiii) a certificate from a Financial Officer of the Borrower dated as of the Closing Date addressed to the Administrative Agent and each of the Lenders regarding the matters set forth in Section 4.20; (xiv) a certificate from a Financial Officer addressed to the Administrative Agent and each of the Lenders, which shall be in form and in substance reasonably satisfactory to the Administrative Agent, certifying that as of the Closing Date the updated Projections prepared by the Borrower and provided to the Administrative Agent are true and correct in all material respects based upon the assumptions stated therein and the best information reasonably available to such officer at the time such Projections were made and shall describe any changes therein and state that such changes shall not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect to occur; (xv) a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.04 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Administrative Agent as an additional insured; and (xvi) such other documents, governmental certificates and agreements as the Administrative Agent or any Lender may reasonably request.

Documentation. The Administrative Agent shall have received the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, a Note payable to the order of each Lender that requests a Note in the amount of its CommitmentMaximum Credit Amount, the Guaranties, the Pledge AgreementAgreements, the Security Agreements, and supplements and reaffirmation of existing Mortgages encumbering or amended and restated Mortgages which collectively encumber (A) at least 8090% (by value) of the PV-10 of all of the Borrower’s and its Restricted Subsidiaries’ Proven Reserves and Oil and Gas Properties, and (B) all of the Borrower’s and its Restricted Subsidiaries’ Oil and Gas Properties located in connection therewithKingfisher County, Oklahoma, and each of the other Loan Documents, and all attached exhibits and schedules; (ii) a favorable opinion of the Borrower’s, its Subsidiaries’ ’s and the GuarantorsRestricted Subsidiaries’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K K, covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent Agent, on behalf of the Lenders, may reasonably request; (iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board board of Directors directors of the Borrower General Partner, as general partner of the Borrower, approving the Loan Documents to which the Borrower is a partyparty and authorizing the entering into of Hedge Contracts, (B) the certificate of incorporation of the BorrowerPartnership Agreement, (C) the bylaws certificate of limited partnership of the Borrower duly certified by the Secretary of State of the State of Texas, and (D) the limited liability company agreement of the General Partner, (E) the certificate of formation of the General Partner duly certified by the Secretary of State of the State of Texas, (F) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents; (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents and Hedge Contracts to which the Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer or Officer, the secretary or an assistant secretary or manager of each Guarantor Restricted Subsidiary of (A) the resolutions of the Board board of Directors directors or managers (or other applicable governing body) of such Guarantor Restricted Subsidiary approving the Loan Documents to which it is a party and authorizing the entering into of Hedge Contracts, (B) the articles or certificate (as applicable) of incorporation (or organization) of such Restricted Subsidiary certified by the Secretary of State for the state of organization, (C) the bylaws or other governing documents of such Restricted Subsidiary, and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranties, the Security Instruments, and the other Loan Documents and Hedge Contracts to which the such Restricted Subsidiary is a party,; (vi) a certificate of a Responsible Officer of each Restricted Subsidiary certifying the names and true signatures of officers of such Restricted Subsidiary authorized to sign the Guaranty, Security Instruments and the other Loan Documents and Hedge Contracts to which such Restricted Subsidiary is a party; (vii) certificates of good standing for the Borrower, the General Partner, and each Restricted Subsidiary in each state in which each such Person is organized or qualified to do business, which certificate shall be (A) dated a date not sooner than 14 days prior to the date of this Agreement or (B) otherwise effective on the Effective Date; (viii) a certificate dated as of the date of this Agreement from the Responsible Officer of the Borrower stating that (A) all representations and warranties of the Borrower set forth in this Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such date (except in the case of representations and warranties that are made solely as of an earlier date or time, which representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date or time); (B) no Default has occurred and is continuing; (C) all obligations under the Founder Notes (as defined in the Existing Credit Agreement) have been converted in full to Equity Interests of any Affiliate of the Borrower (other than a Subsidiary thereof), and (D) the conditions in clauses (a), (b), (h) – (n), (p) and (r) of this Section 3.01 have been met; (ix) appropriate UCC-1 and UCC-3 Financing Statements covering the Collateral for filing with the appropriate authorities and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Collateral; (x) to the extent not already in the possession of the Administrative Agent, certificates evidencing the Equity Interests required in connection with the Pledge Agreements and powers executed in blank for each such certificate; (xi) insurance certificates naming the Administrative Agent loss payee or additional insured, as applicable, and evidencing insurance that meet the requirements of this Agreement and the Security Instruments, and that are otherwise satisfactory to the Administrative Agent; (xii) a certificate of the chief financial officer of the Borrower, in form and substance reasonably satisfactory to the Administrative Agent, attesting to the Solvency of the Borrower and its Restricted Subsidiaries, taken as a whole, immediately before and after giving effect to the Transactions; and (xiii) such other documents, governmental certificates, agreements and lien searches as the Administrative Agent or any Lender may reasonably request.

Documentation. The Administrative Agent Agent, the Co-Agents and the Lenders shall have received the following documents, each dated the date hereof (unless otherwise specified), each duly executed by all the parties thereto, in form and substance satisfactory delivered to the Administrative Agent, the Issuing Lender Co-Agents and the Lenders, and, where applicable, and each to be satisfactory in sufficient copies for each Lenderform and substance to the Lenders and their respective counsel: (i) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules; (ii) a favorable opinion replacement Notes in favor of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requesteach Lender; (iii) copies, certified as Drop Down Notes in the principal amount of $75,000,000 and amendments to the date of this Agreement by Drop-Down Note Security Agreements in a Responsible Officer of form acceptable to the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan DocumentsLenders; (iv) certificates written consents hereto executed by (a) Will▇▇▇ ▇. ▇▇▇▇▇ & Sons LLC and Mellon Ventures, Inc., (b) D. C▇▇▇▇▇▇▇ ▇▇▇l▇▇▇▇▇ ▇▇▇ T. Wayn▇ ▇▇▇▇▇▇▇▇▇, ▇▇d (c) each Subsidiary of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a partyBorrower; (v) copiesBorrower, certified each of the Subsidiaries of Borrower, and each Lender shall have entered into an Omnibus Amendment Agreement to the Loan Documents entered into by the Subsidiaries of Borrower; (vi) deposit account agreements among Borrower, each of its Subsidiaries and each of the depositary banks described on SCHEDULE 4.26 in form and substance acceptable to the Co-Agents, but in any event in conformity with Section 5.1 (provided that it is understood that any not delivered as of the date hereof shall be obtained by Borrower within 30 days following the date hereof); (vii) a certificate signed by the President or chief financial officer of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of Borrower certifying that (A) the resolutions representations and warranties set forth in Article 4 hereof are true and correct in all respects on and as of such date with the same effect as though made on and as of such date; (B) Borrower is are on such date in compliance with all the terms and conditions set forth in this Agreement on its part to be observed and performed; and (C) on the date hereof, after giving effect to the making of the Board initial Loan, no Default or Event of Directors Default has occurred or is continuing; (or other applicable governing bodyviii) of such Guarantor approving legal opinions acceptable to the Loan Documents Lenders from counsel to which it is a party,Borrower;

Documentation. The Administrative Agent shall have received ------------- counterparts of this Agreement executed by the Borrower and the Lenders, and the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicablewith respect to this Agreement, all Guaranties and Environmental Indemnities, in sufficient copies for each Lender: (i) this Agreement, a Note payable to the order of each Lender in the amount of its CommitmentNotes, the Guaranties, Guaranties and the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulesEnvironmental Indemnities; (ii) the Security Documents to the extent applicable (i.e., no Owned Hospitality Property Security Documents as of the Closing Date) executed by the Borrower, the Parent and the other Guarantors granting to the Administrative Agent for the benefit of the Lenders an Acceptable Lien in the Collateral, together with stock certificates, stock powers executed in blank, UCC-1 financing statements and any other documents, agreements or instruments necessary or desirable to create an Acceptable Lien in the Collateral; (iii) a favorable opinion certificate from a Responsible Officer of the Parent on behalf of the Borrower dated as of the Closing Date stating that as of the Closing Date (A) all representations and warranties of the Borrower set forth in this Agreement and the Credit Documents are true and correct in all material respects; (B) no Default has occurred and is continuing; (C) the conditions in this Section 3.01 have been met or waived in writing; and (D) to the best of the Borrower’s's knowledge there are no claims, its Subsidiaries’ defenses, counterclaims or offsets against the Lenders under the Credit Documents; (iv) a certificate of the Secretary or an Assistant Secretary of the Parent on behalf of the Borrower and the Guarantors’ counsel each corporation that is either a Guarantor or a general partner or manager of a Guarantor dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iii) copies, certified certifying as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the names and true signatures of officers or authorized representatives of the Parent and such other Persons authorized to sign the Credit Documents to which such Person is a party in the capacity therein indicated, (B) resolutions of the Board of Directors or the members of the Borrower approving Parent and such other Persons with respect to the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrowertransactions herein contemplated, (C) either (x) the bylaws copies of the organizational documents of the Parent and such other Persons delivered to the Lenders are still true and correct and have not been amended or modified since such date or (y) copies of any modification or amendment to the organizational documents of the Parent or any such other Persons made since such date, (D) a true and correct copy of the partnership agreement for the Borrower and each Guarantor which is a partnership, (DE) a true and correct copy of all other documents evidencing other partnership authorizations necessary corporate action and governmental approvals, if any, or desirable in connection with respect to this Agreement, the Notetransactions herein contemplated, and the other Loan Documents; (ivF) certificates of a Responsible Officer true and correct copy of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Intercompany Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies(A) one or more favorable written opinions of ▇▇▇▇▇▇▇, certified Diamond & Ash, special counsel for the Borrower, the Parent, and their Subsidiaries, in a form reasonably acceptable to the Administrative Agent, in each case dated as of the date Closing Date and with such changes as the Administrative Agent may approve, and (B) such other legal opinions as either of this Agreement the Administrative Agent shall reasonably request, in each case dated as of the Closing Date and with such changes as the Administrative Agent may approve; (vi) a Compliance Certificate dated as of the Closing Date reflecting for the financial tests covered therein the financial performance for the Borrower for the Rolling Period ended September 30, 1999, together with a certificate of the balance sheet of the Parent as of the Closing Date, duly completed and executed by a Responsible the Chief Financial Officer or Treasurer of the secretary or an assistant secretary of each Guarantor of Parent; (Avii) the resolutions of MHC Letter and the Board of Directors Winston Letter; and (or viii) such other applicable governing body) of such Guarantor approving documents, governmental certificates, agreements, lien searches as the Loan Documents to which it is a party,Administrative Agent may reasonably request.

Documentation. The Administrative Agent shall have received the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, a Note (if requested by any Lender) payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge AgreementGuaranties by each Guarantor, the Security AgreementsAgreement and Mortgages, and Mortgages encumbering at least 80% (by value) which encumber substantially all of the BorrowerLoan Party’s proved and its Subsidiaries’ Proven Reserves and probable Oil and Gas Properties (and in connection therewithany event at least 90% of the PV9 set forth in the Initial Reserve Report), and each of the other Loan Documents, and all attached exhibits and schedules; (ii) a favorable opinion of the Borrower’sopinions, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement Agreement, and substantially satisfactory to Administrative Agent, from (x) ▇▇▇▇▇▇ and ▇▇▇▇▇, LLP, counsel to the Loan Parties and Specified Parties, (y) ▇▇▇▇▇▇ Rice LLP, West Virginia counsel to the Loan Parties and Specified Parties, and (z) the law firm of ▇▇▇▇▇▇ Silver, Nevada counsel to Parent, in the form of the attached Exhibit K covering the matters discussed in each case, with respect to such Exhibit and such other matters as any Lender through the may be reasonably requested by Administrative Agent may and in form and substance reasonably request;satisfactory to Agent (iii) copies, certified as of the date of this Agreement by a Responsible Officer Officer, the Secretary or an Assistant Secretary of the Borrower Borrower, of (A) the resolutions of the Board board of Directors directors of the Borrower Borrower, approving the Loan Documents to which and authorizing the Borrower is a partyentering into of Hedge Transactions, (B) the certificate bylaws of incorporation of the Borrower, (C) the bylaws articles of incorporation of Borrower, duly certified by the Borrower Secretary of State of its the state of incorporation, and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, Notes and the other Loan Documents; (iv) certificates of Documents and Hedge Transactions, and a certificate by a Responsible Officer of or the Borrower Secretary or an Assistant Secretary certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents and Hedge Transactions to which the Borrower is a party; (viv) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary Secretary or an assistant secretary Assistant Secretary of each Guarantor Specified Party and each Loan Party (other than Borrower) of (A) the resolutions of the Board board of Directors directors or managers (or other applicable governing body) of such Guarantor Specified Party or such Loan Party approving the Loan Documents to which it is a party,, (B) the articles or certificate (as applicable) of incorporation (or organization) of such Specified Party or such Loan Party certified by the Secretary of State for the state of organization, (C) the bylaws or other governing documents of such Specified Party or such Loan Party, and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty, the Security Instruments, and the other Loan Documents to which such Specified Party or such Loan Party is a party, and a certificate of a Responsible Officer or the Secretary or an Assistant Secretary of such Specified Party or such Loan Party certifying the names and true signatures of officers of such Specified Party or such Loan Party authorized to sign the Guaranty, Security Instruments and the other Loan Documents to which such Specified Party or such Loan Party a party; (v) certificates of good standing for each Specified Party, Borrower and each other Loan Party in each state in which each such Person is organized or qualified to do business, which certificate shall be (A) dated a date not sooner than fourteen (14) days prior to the date of this Agreement or (B) otherwise effective on the Closing Date; (vi) a certificate dated as of the date of this Agreement from a Responsible Officer of Parent and Borrower stating that (A) all representations and warranties of each of Parent and Borrower set forth in this Agreement are true and correct in all respects as of such date (except in the case of representations and warranties that are made solely as of an earlier date or time, which representations and warranties shall be true and correct in all material respects as of such earlier date or time); (B) no Default has occurred and is continuing; and (C) the conditions in clauses (a), (b), (c), (g) – (i), and (k) of this Section 3.01 have been met; (vii) the NPI Conveyance with respect to substantially all of the Borrower’s Oil and Gas Properties; (viii) appropriate UCC-1 Financing Statements and UCC-3 Financing Statements evidencing assignments or terminations, covering the Collateral for filing with the appropriate authorities and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Collateral; (ix) certificates evidencing the Equity Interests required in connection with the Security Agreement and powers executed in blank for each such certificate of Borrower, Prima and any Subsidiary of Borrower; (x) a certificate from Borrower’s insurance broker or other evidence reasonably satisfactory to Administrative Agent that all insurance required to be maintained pursuant to Section 5.02 is in full force and effect and that Administrative Agent and the Lenders have been named as additional insureds or loss payee, as applicable, thereunder as its interests may appear and to the extent required under Section 5.02; (xi) the Initial Reserve Report, in form and substance reasonably satisfactory to Administrative Agent; and (xii) a certificate of the Chief Financial Officer of Parent, in form and substance reasonably satisfactory to Administrative Agent, attesting to the Solvency of the Loan Parties and Specified Parties immediately after giving effect to the Transactions.

Documentation. The Administrative Agent Purchaser shall have received received, on or prior to the following Effective Date, the following, each in the form and substance satisfactory to Purchaser and its counsel: (1) duly executed counterparts of this Agreement; (2) a Subordinated Note in the principal amount of Seven Million Four Hundred Thousand Dollars ($7,400,000) duly executed and issued by the Company to the Purchaser; (3) the Security Agreement, duly executed by all the parties Company and the Domestic Guarantors party thereto; (4) the Pledge Agreement, duly executed by the Company and the Domestic Guarantors party thereto, which for avoidance of doubt includes, among other collateral specified therein, a pledge of 100% of the equity of all first tier Foreign Subsidiaries; (5) Post-Closing Letter Agreement, duly executed by the Company, in form and substance reasonably satisfactory to the Purchaser; (6) the Warrant duly executed and issued by the Company to the Purchaser; (7) [reserved]; (8) certified copies of the Existing Debt Documents and all other Material Contracts; (9) UCC-1 Financing Statements for each appropriate jurisdiction naming each of the Company, the Merger Entity and each of the Domestic Guarantors as “debtor” and the Purchaser as “secured party” covering the Collateral as is necessary, in the Purchaser’s sole discretion, to perfect the Purchaser’s Liens in the Collateral; (10) all stock certificates evidencing any certificated Equity Interests pledged to the Purchaser pursuant to the Pledge Agreement, together with duly executed in blank, undated stock powers attached thereto; provided, however, that the Obligors shall not be required to delivery any such certificates to the extent delivered to MidCap Senior Agent pursuant to and as security for the obligations under the MidCap ABL Senior Credit Agreement; (11) UCC, tax, judgment and lien search results with respect to each Obligor and Merger Entity from all appropriate jurisdictions and filing offices as requested by the Purchaser, with results satisfactory to the Purchaser, together with executed originals of such termination statements, releases and cancellations of mortgages required by the Purchaser in connection with the removal of any Liens (other than Permitted Liens) against the assets of the Obligors; (12) Secretary Certificate for each Obligor, together with attached copies of the certificate of formation, organization or jurisdictional equivalent of each Obligor and all amendments thereto certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, together with the bylaws, operating agreement or equivalent document, in each case, certified by the relevant secretary or manager of such Obligor as of a recent date; and (b) good standing certificates or jurisdictional equivalent for each Obligor, issued by the relevant Secretary of State and or equivalent governmental authority in which such Obligor is organized, in each case as of a recent date; (c) a copy of resolutions adopted by the governing board of each Obligor, authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to which such Obligor is a party certified as true, complete and correct by the relevant secretary of manager of such Transaction as of a recent date; and (d) specimen signatures of the officers or members of each Obligor executing the Agreement and the other Transaction Documents, certified as genuine by the relevant secretary or manager of such Obligor; (13) favorable legal opinion of (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Obligors, (ii) ▇▇▇▇▇▇▇▇▇▇ Hyatt ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP, special Nevada counsel to the Company, and (iii) Law Offices of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, P.C., special Massachusetts counsel to the Obligors, each addressed to the Purchaser, covering such matters relating to the transactions contemplated hereby as the Purchaser may reasonably request, and in form and scope reasonably satisfactory to Purchaser and its counsel; (14) copies of all consents and waivers, if any, required by any Governmental Authorities or required under any of the Company’s Material Contracts in connection with the transactions contemplated hereby, including, without limitation, consents or waivers with respect to any agreements prohibiting (A) the grant of any security interest on any Collateral, (B) the payment of any dividends or distributions with respect to any Equity Interest of any Obligor, (C) the incurrence of the Obligations or any guaranty thereof by any Guarantor, or (D) the issuance of Series D Preferred Stock of the Company; provided, however, that any consent of the MidCap Funding X Trust required under the under MidCap ABL Credit Agreement to the incurrence of Debt under the Subordinated Note and the grant of Liens in favor of the Purchaser shall be delivered as condition to the Closing; (15) certified copies of (A) the audited annual consolidated financial statements of the Company for the fiscal years ending May 31, 2015 and May 31, 2016, (B) the internally prepared monthly and year-to-date consolidated financial statements of the Company as of October 31, 2016, and (C) twelve (12) months of preliminary financial projections for the Company and its consolidated subsidiaries, each in form and substance satisfactory to the Administrative AgentPurchaser, copies of which are attached as Exhibit D hereto; (16) a duly executed solvency certificate from the Company as to solvency of each the Obligors, the Issuing Lender Company and the LendersGuarantors, andtaken as a whole, where after giving effect to the transactions contemplated hereunder to occur on the Closing Date, including, without limitation, the incurrence of the Debt evidenced by the Subordinated Note, each in form and substance satisfactory to the Purchaser; (17) each other Transaction Document and closing item specified as an item to be delivered on or prior to the Effective Date on the Closing Checklist prepared by Purchaser’s counsel and furnished to the Company and its counsel shall have been executed and delivered to Purchaser or otherwise satisfied, as applicable, in sufficient copies for each Lender:case, as determined by the Purchaser; and (i18) this Agreementthe original Global Intercompany Note, duly executed by the Company and the Subsidiaries party thereto, together with a Note payable duly executed allonge endorsing said note in blank to Purchaser; provided, however, that the Obligors shall not be required to delivery such note and allonge to the order of each Lender in extent delivered to MidCap Senior Agent pursuant to and as security for the amount of its Commitment, obligations under the Guaranties, the Pledge MidCap ABL Senior Credit Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules; (ii) a favorable opinion of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents; (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,.

Documentation. The Administrative Agent shall have received the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, and (except for the Issuing Lender Notes and the Lenders, and, where applicable, Acquisition Documents) in sufficient copies for each LenderBank: (i) this Agreement, a Note Agreement and all attached Exhibits and Schedules and the Notes payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewithBanks, and each of the other Loan Documents, and all attached exhibits and schedulesrespectively; (ii) the Guaranty (executed by the Initial Guarantors), the Borrower Security Agreement, and the Guarantors Security Agreement (executed by the Initial Guarantors), the Custodial Agreements described in the Security Agreements and applicable to the Borrower and each Initial Guarantor, and all UCC-1 financing statements contemplated by the Security Agreements with respect to the Borrower and each Initial Guarantor; (iii) a favorable opinion certificate from the Chief Executive Officer, Presidentor Chief Financial Officer of the Borrower’s, its Subsidiaries’ Borrower dated as of the Effective Date stating that as of the Effective Date (A) all representations and warranties of the Borrower set forth in this Agreement and the Guarantors’ counsel Borrower Security Agreement are true and correct in all material respects; (B) no Default has occurred and is continuing; (C) the conditions in this Section 3.01 (other than clause (a)(ix)) have been met; (iv) a certificate of the Secretary or an Assistant Secretary of the Borrower and each Initial Guarantor dated as of the date of this Agreement certifying as of the date of this Agreement (x) the names and true signatures of officers of the Borrower and such Initial Guarantor authorized to sign the Credit Documents to which such Person is a party, (y) resolutions of the Board of Directors of such Person with respect to the transactions herein contemplated, and (z) copies of the articles or certificate of incorporation and bylaws of such Person; (v) a favorable opinion of Richard F. Cooper, Gener▇▇ ▇▇▇▇▇▇▇ ▇▇ the Borrower and Initial Guarantors, dated as of August 11, 1995 and in substantially the form of Exhibit I-1 and a reliance letter, of Skadden, Arps, Slate, Meagher & Flom, acti▇▇ ▇▇ specia▇ ▇▇unsel to the Borrower in connection with the Tender Offer and the Acquisition and Merger, allowing the Agent and the Banks to rely on its opinion letter dated July 14, 1995 to Morgan Stanley & Co. ▇▇▇▇▇▇o▇▇▇▇▇ ▇ith respect to the related Schedule 14D-1 filed with the Securities and Exchange Commission; (vi) a favorable opinion of Bracewell & Patterson, ▇.▇.▇., co▇▇▇▇▇ ▇▇ the Agent, dated as of August 11, 1995 and in substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestJ; (iiivii) copies, all shares of capital stock of Treadco and each of the Subsidiaries of the Borrower identified on Schedule 4.01(a) have been delivered to the Agent together with stock powers executed in blank by the holder of such shares; (viii) a copy of each of the Acquisition Documents certified by the Secretary or Assistant Secretary of the Acquisition Company (A) as being true and correct copies of such documents as of the date of this Agreement Effective Date, (B) as having been duly authorized by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a partyAcquisition Company and WWC, (B) the certificate of incorporation of the Borrowerrespectively, and (C) as have been duly executed and delivered by the bylaws of the Borrower Acquisition Company and (D) all other documents evidencing other necessary corporate action and governmental approvalsWWC, if any, with respect to this Agreement, the Note, and the other Loan Documents;respectively; and (ivix) certificates of a Responsible Officer of such other documents, governmental certificates, agreements, lien searches as the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,Agent may reasonably request.

Documentation. The Administrative Agent shall have received counterparts of this Agreement executed by the Borrower and the Banks, and the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and, with respect to this Agreement, all Guaranties and the Lenders, and, where applicableEnvironmental Indemnity, in sufficient copies for each LenderBank: (i) this Agreementthe Notes, a Note payable to the order of each Lender in the amount of its Commitment, the all Guaranties, and the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulesEnvironmental Indemnity; (ii) a favorable opinion certificate from the Chief Executive Officer, President or Chief Financial Officer of the Parent on behalf of the Borrower dated as of the Effective Date stating that as of the Effective Date (A) all representations and warranties of the Borrower set forth in this Agreement and the Credit Documents are true and correct in all material respects; (B) no Default has occurred and is continuing; (C) the conditions in this Section 3.01 have been met or waived in writing; and (D) to the best of the Borrower’s’s knowledge there are no claims, its Subsidiaries’ defenses, counterclaims or offsets by the Borrower against the Banks under the Credit Documents; (iii) a certificate of the Secretary or an Assistant Secretary of the Parent on behalf of the Borrower and the Guarantors’ counsel each Guarantor dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iii) copies, certified certifying as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the names and true signatures of officers or authorized representatives of the general partner of the Borrower and such Guarantor authorized to sign the Credit Documents to which such Person is a party as general partner of such Person, (B) resolutions of the Board of Directors or the members of the general partner of such Person with respect to the transactions herein contemplated, (C) a true and correct copy of the organizational documents of the general partner of such Person, (D) a true and correct copy of the partnership agreement for such Person, and (E) a true and correct copy of all partnership authorizations necessary or desirable in connection with the transactions herein contemplated; (iv) a certificate of the Secretary or an Assistant Secretary of the Parent dated as of the date of this Agreement certifying as of the date of this Agreement (A) resolutions of the Board of Directors of such Person with respect to the Borrower approving the Loan Documents to which the Borrower is a partytransactions herein contemplated, (B) the copies of the charter and bylaws of the Parent and any modification or amendment to the articles or certificate of incorporation or bylaws of the BorrowerParent made since such date, and (C) that the bylaws Parent owns 100% of the Borrower general partner interests and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents; (iv) certificates of a Responsible Officer at least 70% of the Borrower certifying limited partnership interests in the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a partyBorrower; (v) copies(A) one or more favorable written opinions of Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ L.L.P., certified special counsel for the Borrower, the Parent, and their Subsidiaries, in a form reasonably acceptable to the Administrative Agent, in each case dated as of the date Closing Date and with such changes as the Administrative Agent may approve, and (B) such other legal opinions as the Administrative Agent shall reasonably request, in each case dated as of this Agreement the Closing Date and with such changes as the Administrative Agent may approve; (vi) a Borrowing Base Certificate dated as of the Closing Date, duly completed and executed by a Responsible the Chief Financial Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions Treasurer of the Board Parent on behalf of Directors the Borrower; and (or vii) such other applicable governing body) of such Guarantor approving documents, governmental certificates, agreements, and lien searches as the Loan Documents to which it is a party,Administrative Agent may reasonably request.

Documentation. The Administrative Agent shall have received the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewithof Borrower as described therein, and each of the other Loan Documents, and all attached exhibits and schedules; (ii) a favorable opinion of (A) the Borrower’s, its Subsidiaries’ and the GuarantorsBorrowers’ counsel dated as of the date of this Agreement in form and substantially substance reasonably satisfactory to the Administrative Agent and the Lenders and covering such matters as the Administrative Agent may reasonably request and (B) the Borrowers’ local counsel in the form Louisiana dated as of the attached Exhibit K date of this Agreement in form and substance reasonably satisfactory to the Administrative Agent and the Lenders and covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iii) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of the each Borrower of (Aa) the resolutions of the Board board of Directors directors or managers (or other applicable governing body) of the such Borrower approving the Loan Documents to which the Borrower it is a party, (Bb) the articles or certificate (as applicable) of incorporation (or organization) and bylaws, limited liability company agreement, operating agreement, limited partnership agreement or other governing documents of the such Borrower, (C) the bylaws of the Borrower and (Dc) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the NoteNotes, and the other Loan Documents; (iv) certificates of a Responsible Officer of the each Borrower certifying the names and true signatures of the officers of the such Borrower authorized to sign this Agreement, the Notes, the Notices of Borrowing, the Notices of Conversion or Continuation, and the other Loan Documents to which the such Borrower is a party; (v) copiescertificates of good standing for each Borrower in each state in which each such Person is organized or qualified to do business, certified which certificate shall be dated a date not sooner than 10 days prior to the date of this Agreement; (vi) a certificate dated as of the date of this Agreement by from a Responsible Officer or of the secretary or an assistant secretary Borrower Representative on behalf of the Borrowers stating that (a) all representations and warranties of each Guarantor Borrower set forth in this Agreement and the other Loan Documents are true and correct in all material respects (except in the case of representations and warranties which are made solely as of an earlier date or time, which representations and warranties shall be true and correct in all material respects as of such earlier date or time); (Ab) no Default has occurred and is continuing; and (c) the resolutions conditions in this Section 3.01 have been met; (vii) appropriate UCC-1 and UCC-3, as applicable, Financing Statements covering the Collateral for filing by the Administrative Agent with the appropriate authorities and any other documents, agreements or instruments reasonably necessary to create an Acceptable Security Interest in such Collateral; (viii) casualty insurance certificates naming the Administrative Agent loss payee and liability insurance certificates naming Administrative Agent as additional insured and evidencing insurance which meets the requirements of this Agreement and the Board of Directors Security Instruments, and which is otherwise satisfactory to the Administrative Agent; and (ix) such other documents, governmental certificates, agreements and lien searches as the Administrative Agent or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,any Lender may reasonably request.

Documentation. The Administrative On or before the day on which the initial Borrowing is made or the initial Letters of Credit are issued, the Agent shall have received the following following, duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender Agent and the Lenders, and, where applicable, and (except for the Notes and unless otherwise indicated) in sufficient copies for each Lender: (i) this AgreementAgreement and all attached Exhibits and Schedules, and the Notes payable to the order of each of the Lenders, respectively; (ii) a Guaranty executed by each of the Borrower's Subsidiaries; (iii) the Swing Line Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulesSwing Line Lender; (iiiv) a favorable opinion of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel letter agreement regarding fees dated as of September 9, 1997, between the date of this Agreement Borrower and substantially in the form of Agent (such letter agreement to be delivered only to the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestAgent); (iiiA) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower copies of (AI) the resolutions of the Board of Directors of the Borrower and each of its Subsidiaries approving this Agreement, the Loan Documents to which Notes and the Borrower is a partyother Credit Documents, (BII) the articles or certificate of incorporation of the Borrower, (C) the and bylaws of the Borrower and each of its Subsidiaries, and (DIII) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, Notes and the other Loan Credit Documents, and (B) certificates of good standing, existence and authority for the Borrower (one copy only); (ivvi) certificates a certificate of a Responsible Officer the Secretary or an Assistant Secretary of the Borrower and each of its Subsidiaries dated as of the date of this Agreement certifying the names and true signatures of the those officers of the Borrower and each of its Subsidiaries who are authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, Continuation and the other Loan Credit Documents to which the Borrower is a party;(one copy only); and (vvii) copiesa favorable opinion of Snell & Smith, certified A Professional Corporation, counsel to the Borro▇▇▇ ▇nd ▇▇▇ ▇ubsidiaries, dated as of the date of this Agreement by a Responsible Officer or and substantially in the secretary or an assistant secretary of each Guarantor of (A) the resolutions form of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,attached Exhibit G.

Documentation. The Administrative Agent shall have received counterparts of this Agreement executed by the Borrower, the Guarantors and the Banks, and the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, and, with respect to this Agreement, the Issuing Lender Notes, the Guaranty and the Lenders, and, where applicableEnvironmental Indemnity, in sufficient copies for each Lender:Bank (except for each Note, as to which one original of each shall be sufficient): (i) this Agreement, a Note or Notes (as applicable) duly executed by the Borrower and payable to the order of each Lender in Bank that has requested the amount of its Commitmentsame, the Guaranties, the Pledge Agreement, the Security AgreementsGuaranty, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulesEnvironmental Indemnity; (ii) a favorable opinion certificate from the Chief Executive Officer, President or Chief Financial Officer of the Borrower’s, its Subsidiaries’ and Parent on behalf of the Guarantors’ counsel Borrower dated as of the date Closing Date stating that as of the Closing Date (A) all representations and warranties of the Borrower set forth in this Agreement and substantially the Credit Documents are true and correct in all material respects (except to the form extent that any representation or warranty that is qualified by materiality shall be true and correct in all respects); (B) no Default has occurred and is continuing; (C) the conditions in this Section 3.01 have been met or waived in writing; and (D) to the best of the attached Exhibit K covering Borrower’s knowledge there are no claims, defenses, counterclaims or offsets by the matters discussed in such Exhibit Borrower, the Parent and such other matters as any Lender through of their Subsidiaries against the Administrative Agent may reasonably requestBanks under the Credit Documents; (iii) copiesa certificate of the Secretary or an Assistant Secretary of the Parent on behalf of the Borrower, certified each Guarantor, each Subsidiary of the Parent and each general partner or managing member (if any) of each of the foregoing, dated as of the date of this Agreement by a Responsible Officer Closing Date certifying as of the Borrower of Closing Date to the extent applicable (A) the names and true signatures of officers or authorized representatives of the general partner of such Person authorized to sign the Credit Documents to which such Person is a party as general partner of such Person, (B) resolutions of the Board of Directors or the members of the Borrower general partner of such Person approving the Loan Documents to which the Borrower is a party, (B) the certificate transactions herein contemplated and of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvalsand other third party approvals and consents, if any, with respect to this Agreementthe transactions under the Credit Documents and each Credit Document to which it is or is to be a party, (C) a true and correct copy of the Noteorganizational documents of the general partner of such Person, (D) a true and correct copy of the bylaws, operating agreement, partnership agreement or other governing document of such Person, and (E) a true and correct copy of all partnership or other organizational authorizations necessary or desirable in connection with the other Loan Documentstransactions herein contemplated; (iv) certificates of a Responsible Officer certificate of the Borrower certifying the names and true signatures Secretary or an Assistant Secretary of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified Parent dated as of the date Closing Date certifying as of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of Closing Date (A) the resolutions of the Board of Directors (or other applicable governing body) the members of the general partner of such Guarantor Person approving the Loan transactions herein contemplated and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to the transactions under the Credit Documents and each Credit Document to which it is or is to be a party,, (B) the copies of the charter and bylaws of the Parent and any modification or amendment to the articles or certificate of incorporation or bylaws of the Parent made since such date, and (C) that the Parent owns 100% of the general partner Equity Interests and at least 70% of the limited partner Equity Interests in the Borrower; (v) a copy of a certificate of the Secretary of State (or equivalent authority) of the jurisdiction of incorporation, organization or formation of each of the Parent, the Borrower and each Guarantor, dated reasonably near (but prior to) the Closing Date, certifying, if and to the extent such certification is generally available for entities of the type of such Person, (A) as to a true and correct copy of the charter, certificate of limited partnership, limited liability company agreement or other organizational document of such Person, and each amendment thereto on file in such Secretary’s office, (B) that (1) such amendments are the only amendments to the charter, certificate of limited partnership, limited liability company agreement or other organizational document, as applicable, of such Person on file in such Secretary’s office, (2) such Person has paid all franchise taxes to the date of such certificate and (C) such Person is duly incorporated, organized or formed and in good standing or presently subsisting under the laws of the jurisdiction of its incorporation, organization or formation; (vi) a copy of a certificate of the Secretary of State (or equivalent authority) of each jurisdiction in which any of the Parent, the Borrower and each Guarantor owns or leases property or in which the conduct of its business requires it to qualify or be licensed as a foreign corporation except where the failure to so qualify or be licensed could not reasonably be expected to result in a Material Adverse Change, dated reasonably near (but prior to) the Closing Date, stating with respect to each such Person that such Person is duly qualified and in good standing as a foreign corporation, limited partnership or limited liability company in such state and has filed all annual reports required to be filed to the date of such certificate; (vii) (A) one or more favorable written opinions of ▇▇▇▇▇▇▇, Diamond & Ash LLP, ▇▇▇▇▇ & Vidovic LLP and DLA Piper LLP, each special counsel for the Borrower, the Parent, and their Subsidiaries, in a form reasonably acceptable to the Administrative Agent, in each case dated as of the Closing Date and with such changes as the Administrative Agent may approve, and (B) such other legal opinions as the Administrative Agent shall reasonably request, in each case dated as of the Closing Date and with such changes as the Administrative Agent may approve; (viii) in the event the initial Advance is a LIBOR Advance made on the Closing Date, a breakage indemnity letter agreement executed by the Borrower and dated as of the date of the related Notice of Borrowing in form and substance satisfactory to the Administrative Agent; (ix) any information or materials reasonably required by the Administrative Agent or any Bank in order to assist the Administrative Agent or such Bank in maintaining compliance with (i) the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”) and (ii) any applicable “know your customer” or similar rules and regulations; (x) a Compliance Certificate duly executed by a Responsible Officer of the Parent, dated the Closing Date or, if later, the date of the initial Advance, in each case confirming that the Parent is in compliance with the covenants contained in Article VII on such date (including after giving effect to the initial Advance, if any, made on such date); (xi) evidence satisfactory to the Administrative Agent that the Consolidated Credit Agreement has been made, or shall simultaneously with this Agreement be made, effective; and (xii) such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent may reasonably request.

Documentation. The Administrative Agent shall have received the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, a Note payable to the order of each requesting Lender in the amount of its Commitment, the Security Agreements, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, account control agreements required pursuant to Section 5.13 and each of the other Loan Documents, and all attached exhibits and schedules; (ii) a favorable opinion of the Borrower’s, its Subsidiaries’ ’s and the Guarantors’ primary counsel dated as of the date of this Agreement in form and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iii) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the articles or certificate of incorporation and the bylaws of the Borrower, and (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the NoteNotes, and the other Loan Documents; (iv) certificates of a Responsible Officer or the secretary or an assistant secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,, (B) the articles or certificate (as applicable) of incorporation (or organization or formation) and bylaws (or partnership or company agreement) of such Guarantor, and (C) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty, the Security Instruments, and the other Loan Documents to which such Guarantor is a party; (vi) a certificate of a Responsible Officer or the secretary or an assistant secretary of each Guarantor certifying the names and true signatures of officers of such Guarantor authorized to sign the Guaranty, Security Instruments and the other Loan Documents to which such Guarantor is a party; (vii) a certificate dated as of the Initial Funding Date from a Responsible Officer of the Borrower stating that (A) all representations and warranties of the Borrower set forth in this Agreement are true and correct in all material respects; (B) no Default has occurred and is continuing; and (C) the conditions in this Section 3.01 have been met; (viii) appropriate UCC‑1 and UCC-3, as applicable, Financing Statements covering the Collateral for filing with the appropriate authorities and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Collateral; (ix) property insurance certificates naming the Administrative Agent loss payee and liability insurance certificates and endorsements naming the Administrative Agent as additional insured, as applicable, and evidencing insurance which meets the requirements of this Agreement and the Security Instruments, and otherwise satisfactory to the Administrative Agent; (x) the Initial Engineering Report; (xi) stock, membership or partnership certificates required in connection with the Pledge Agreements and stock powers executed in blank for each such stock certificate; (xii) a Compliance Certificate completed and executed by a Responsible Officer of the Borrower showing the calculation of, and Borrower’s compliance with Section 6.18, 6.19 and 6.20 as of the Initial Funding Date after giving effect to the Credit Extensions requested and made on the Initial Funding Date; (xiii) certificates of good standing and existence for each Loan Party in (a) the state, province or territory in which each such Person is organized and (b) each state, province or territory in which such good standing is necessary, which certificates shall be dated a date not earlier than 30 days prior to the date hereof; and (xiv) such other documents, governmental certificates, agreements and lien searches as the Administrative Agent or any Lender may reasonably request.

Documentation. The Administrative Agent effectiveness of this Agreement is subject to the conditions precedent that the Lender shall have received the following received: (a) This Agreement, duly executed by all the parties theretoBorrower; (b) The Revolving Note, in the form attached hereto as Exhibit A, duly executed by the Borrower (c) The Guaranties executed by ▇▇▇▇▇▇ and substance satisfactory to Holdings; (d) The Security Agreements, duly executed by the Administrative Agent, Borrower and Holdings; (e) The Pledge Agreement executed by Holdings; (f) The Landlord Waiver duly executed by BioStart Properties LLC and Borrower; (g) Form U-1 executed by the Issuing Lender and the Lenders, and, where applicable, Borrower; (h) Stock Power executed in sufficient copies for each Lender:blank by Holdings; (i) this AgreementEvidence of insurance required to be maintained under the Loan Documents, a Note payable to naming the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% as loss payee; (by valuej) Lender shall have received copies of the Borrower’s and Holdings’ articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulesSecretary or Assistant Secretary; (iik) a favorable opinion the Lender shall have received copies of resolutions of Borrower’s and Holding’s authorizing the Borrower’sexecution, its Subsidiaries’ delivery and the Guarantors’ counsel dated as of the date performance of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents; (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower it is a partyparty and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Borrower’s and Holdings’ behalf, all certified in each instance by its Secretary or Assistant Secretary; (vl) copies, certified as the Lender shall have received copies of the date certificates of this Agreement by a Responsible Officer or good standing for each of the Borrower and Holdings (dated no earlier than 30 days prior to the Closing Date) from the office of the secretary of the state of its incorporation or an assistant secretary organization and of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to state in which it is qualified to do business as a party,foreign corporation or organization; (m) A Certificate of No Default certifying the absence of defaults by the Borrower and Holdings under the Credit Agreement, executed and certified by the an authorized officer of the Borrower and Holdings; (n) Such other documents as the Lender may reasonably request.

Documentation. The Administrative On or before the day on which the initial Borrowing is made, the Agent and the Banks shall have received the following following, each dated on or before such day, duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender Agent and the Lenders, and, where applicable, in sufficient copies for each LenderBanks: (i) this Agreement, a Note Agreement and the other Credit Documents and all attached Exhibits and Schedules and the Notes payable to the order of each Lender in the amount of its CommitmentBanks, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulesrespectively; (ii) a favorable opinion certificates from the appropriate Governmental Authority certifying as to the good standing, existence and authority of the Borrower’s, its Subsidiaries’ and Company in all jurisdictions where the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestCompany is organized or does business; (iii) certificates from a Responsible Officer of each of the Borrowers stating that (A) all representations and warranties of such Borrower set forth in this Agreement are true and correct in all material respects; (B) no Default has occurred and is continuing; and (C) the conditions in this Section 3.01 have been met; (iv) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower appropriate Person of (A) the resolutions of the Board of Directors of the Borrower Company approving this Agreement, the Loan Documents to which Notes, and the Borrower is a partyother Credit Documents, (B) the articles or certificate (as applicable) of incorporation and bylaws of the BorrowerCompany, (C) the bylaws of extrait K-bis and the Borrower statuts for SARL and any other documents authorizing the transactions contemplated by the Credit Documents, and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the NoteNotes, and the other Loan Credit Documents; (ivv) certificates of a Responsible Officer of each of the Borrower Borrowers certifying the names and true signatures of the officers of the Borrower Borrowers authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, Borrowing and the other Loan Documents to which the Borrower is a partyCredit Documents; (vvi) copiesa favorable opinion of John W. Rumely, certified as General Counsel to the Company, substanti▇▇▇▇ ▇▇ ▇▇▇ ▇▇rm of the date attached Exhibit F-1; (vii) a favorable opinion of this Agreement by a Responsible Officer or UGGC & Associes, counsel to SARL, substantially in the secretary or an assistant secretary of each Guarantor of (A) the resolutions form of the Board attached Exhibit F-2; (viii) a favorable opinion of Directors Bracewell & Patterson, L.L.P., counsel to the Agent, subs▇▇▇▇▇▇▇▇▇ in ▇▇▇ ▇▇▇▇ of the attached Exhibit F-3; and (or ix) such other applicable governing body) of such Guarantor approving documents, governmental certificates, agreements, lien searches as the Loan Documents to which it is a party,Agent and the Banks may reasonably request.

Documentation. The Administrative Agent shall have received the following duly following: The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles or electronic copies (including “PDF” and “TIFF” files), each properly executed by all a Responsible Officer of the parties theretosigning Borrower (where applicable), dated the Amendment Effective Date and in form and substance reasonably satisfactory to the Administrative Agent, the Issuing Lender Agent and each of the Lenders, and, where applicable, in sufficient copies for each Lender: (i) a counterpart of this AgreementAmendment, a Note payable to duly executed and delivered by the order of each Lender in the amount of its CommitmentBorrowers, the Guaranties, Administrative Agent and the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulesLenders; (ii) a favorable opinion Note executed by each Borrower in favor of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requesteach Joining ▇▇▇▇▇▇ requesting a Note; (iii) copiessuch certificates of resolutions or other action, certified incumbency certificates and/or other certificates of Responsible Officers of each Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of the date of this Agreement by each Responsible Officer thereof authorized to act as a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, in connection with respect to this Agreement, the Note, and the other Loan Documents; (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, Amendment and the other Loan Documents (after giving effect to this Amendment) to which the such Borrower is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Borrower is duly organized or formed, and that each Borrower is validly existing and in good standing in its jurisdiction of organization; (v) copiesfavorable opinions of ▇▇▇▇▇, certified ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ LLP and such local counsel as the Administrative Agent shall request, in each case addressed to the Administrative Agent and each Lender, as to such matters concerning the Borrowers and the Loan Documents as the Required Lenders may reasonably request; (vi) a certificate of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the resolutions execution, delivery and performance by such Borrower and the validity against such Borrower of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; and (vii) a certificate signed by a Responsible Officer of the Company certifying (A) that the representations and warranties of each Borrower contained in Article V of the Credit Agreement and contained in each other Loan Document or in any document furnished at any time under or in connection herewith or therewith are true and correct in all material respects on and as of the Amendment Effective Date, except that if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation or warranty is true and correct in all respects, (B) that no Default exists as of the Amendment Effective Date or would result from the effectiveness of this Amendment, (C) that there does not exist any pending or threatened action, suit, investigation or proceeding in any court or before any arbitrator or Governmental Authority that (1) purports to affect any transaction contemplated under this Amendment or any other Loan Document (after giving effect to this Amendment) or the ability of any Borrower to perform its obligations under this Amendment or any other Loan Document (after giving effect to this Amendment) or (2) could reasonably be expected to have a Material Adverse Effect, and (D) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect.

Documentation. The Administrative (i) On the execution date of this Agreement, the Agent shall have received the following following, duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Agent and the Banks, and (except for the Notes) in sufficient copies for each Bank: (1) this Agreement and all attached Exhibits and Schedules and the Notes payable to the order of each of the Banks, respectively; (2) the Guaranty and the Residual Guaranty; (3) counterpart no. 1 of the Ground Lease, the Facilities Lease, the Agreement for Ground Lease and the Agreement for Facilities Lease; (4) the Guarantor Consent and the Lessee Consent; (5) a certificate from the President of the General Partner on behalf of the Borrower dated as of the Effective Date stating that (a) all representations and warranties of the Borrower set forth in this Agreement are true and correct in all material respects; (B) no Default has occurred and is continuing; and (C) the conditions in this SECTION 3.1 have been met; (6) copies, certified as of the execution date of this Agreement, of (A) the resolutions of the Board of Directors of the General Partner on behalf of the Borrower, the Lessee, and the Guarantor approving, in the case of the General Partner on behalf of the Borrower, this Agreement, the Notes, and the other Credit Documents to which the Borrower is a party, and, in the case of the Lessee and the Guarantor, the Credit Documents to which each such Person is a party and (B) the partnership agreement and all amendments thereto of the Borrower, the articles or certificate of incorporation and bylaws of the General Partner, the Lessee, and the Guarantor and all documents evidencing other necessary corporate or partnership action and governmental approvals, if any, with respect to this Agreement, the Notes, and the other Credit Documents to which they are a party; (7) a certificate of the Secretary or an Assistant Secretary of the General Partner, the Lessee, and the Guarantor certifying as of the execution date of this Agreement the names and true signatures of officers of the General Partner, the Lessee, and the Guarantor authorized to sign this Agreement, the Notes, Notices of Borrowing and the other Credit Documents to which they are a party; (8) an opinion of Robe▇▇ ▇. ▇▇▇▇▇, ▇▇., ▇▇unsel to the Borrower, dated as of the execution date of this Agreement and substantially in the form of the attached EXHIBIT "L"; (9) an opinion of Schu▇▇▇ ▇▇▇h & ▇abe▇ ▇▇▇, special counsel to the Lessee and the Guarantor, dated as of the execution date of this Agreement and substantially in the form of the attached EXHIBIT "M"; and (10) an opinion of Gardere Wynn▇ ▇▇▇▇▇▇ & ▇igg▇, L.L.P., counsel to the Agent, dated as of the execution date of this Agreement and substantially in the form of the attached EXHIBIT "N". (ii) On the date of the Initial Advance under this Agreement and pursuant to the Agreement for Ground Lease, the Agent received the following, duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender Agent and the LendersBanks, and, where applicable, and in sufficient copies for each LenderBank: (i) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules; (ii) a favorable opinion of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents; (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,

Documentation. The Administrative Agent shall have received counterparts of this Agreement executed by the Borrowers and the Banks, and the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each LenderBank: (i) this Agreementthe Guaranty and the Foreign Stock Pledge Agreements, a Note payable if any are required hereunder, together with the original certificates evidencing all of the Capital Stock pledged pursuant to such Foreign Stock Pledge Agreements and stock powers appropriately executed in blank or other instruments of transfer in form and substance satisfactory to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulesAgent; (ii) a favorable opinion certificate from the chief executive officer, president or chief financial officer of the Borrower’s, its Subsidiaries’ Company dated as of the Effective Date stating that as of the Effective Date (A) all representations and warranties of the Borrowers set forth in this Agreement and the Guarantors’ counsel other Credit Documents are true and correct in all material respects, (B) no Default has occurred and is continuing, and (C) all of the conditions in this Section 3.1 have been met; (iii) a certificate of the Secretary or an Assistant Secretary of each Borrower and Guarantor dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; certifying (iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of Agreement) to (A) the resolutions names and true signatures of officers of such Borrower and Guarantor authorized to sign the Board of Directors of the Borrower approving the Loan Credit Documents to which the Borrower such Person is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents; (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving Person with respect to the Loan Documents transactions herein contemplated, (C) copies of the articles or certificate of incorporation and bylaws (or other organizational documents) of such Person, and (D) copies of certificates of existence, good standing and foreign qualification (if applicable) with respect to such Person issued by the appropriate Governmental Authorities of its jurisdiction of incorporation or organization and the jurisdictions in which it is has its principal executive offices; (iv) a party,favorable opinion of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, General Counsel to the Borrowers and Guarantors, dated as of the Effective Date and in substantially the form of Exhibit K, appropriately completed; (v) the audited Consolidated and unaudited consolidating balance sheet of the Company and its Subsidiaries as at December 31, 2002, and the related Consolidated and consolidating statements of operations, shareholders' equity and cash flows, of the Company and its Subsidiaries for the fiscal year then ended, duly certified by the chief financial officer or treasurer of the Company; (vi) a Borrowing Base Certificate dated as of August 31, 2003 duly completed and executed by the chief financial officer or treasurer of the Company; and (vii) such other documents, governmental certificates, agreements and lien searches as the Agent may reasonably request.

Documentation. The Administrative Agent shall have received Agent’s receipt of the following duly executed by all the parties theretofollowing, in each case in form and substance reasonably satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) a counterpart of this AgreementAmendment, a Note payable to duly executed and delivered by the order of each Lender in the amount of its CommitmentBorrower, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewithGuarantors, and each of the other Loan Documents, and all attached exhibits and schedulesLender; (ii) a favorable opinion of satisfactory corresponding amendment with respect to the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestSenior Note Purchase Agreement; (iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the Organization Documents and consents or resolutions of the Board board of Directors directors (or other appropriate governing body) of each Loan Party, together with such other documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the Borrower approving transactions contemplated hereby and any other legal matters relating to the Loan Parties, the Loan Documents to which or the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documentstransactions contemplated hereby; (iv) certificates specimen signatures certified by the Secretary, Manager or other appropriate officer, as applicable, of each Loan Party; (v) a Compliance Certificate demonstrating that the Borrower is in compliance with the financial covenants set forth in Section 8.1 of the Credit Agreement based on financial statements most recently delivered pursuant to Section 7.3(a) or 7.3(b), as applicable, both before and after giving effect (on a pro forma basis) to (A) such Revolving Credit Increase (with any Revolving Credit Increase being deemed to be fully funded) and (B) any transaction permitted hereunder consummated in connection therewith; (vi) an officer’s certificate from a Responsible Officer of the Borrower certifying that, before and after giving effect to this Amendment, the names Revolving Credit Increase provided hereby and true signatures any use of the officers proceeds thereof each of the Borrower authorized to sign this Agreementrepresentations and warranties set forth in Section 4(a)(i), the Notes, Notices of Borrowing, Notices of Conversion or Continuation, 4(a)(ii) and the other Loan Documents to which the Borrower is a party4(a)(iii) are true and correct; (vvii) copies, certified as an opinion of counsel to the date of this Agreement by a Responsible Officer or Loan Parties; (viii) Uniform Commercial Code search results reasonably satisfactory to the secretary or an assistant secretary of each Guarantor of Administrative Agent; and (A) the resolutions Loan Parties shall have provided to the Administrative Agent and directly to the Lenders all documentation and other information requested by the Administrative Agent or any Lender in order to comply with the requirements of any Anti-Money Laundering Laws, including the Board of Directors PATRIOT Act and any applicable “know your customer” rules and regulations, and (B) the Borrower shall have delivered to the Administrative Agent and directly to any Lender requesting the same, a Beneficial Ownership Certification in relation to it (or other applicable governing body) of such Guarantor approving a certification that the Loan Documents to which it is a party,Borrower qualifies for an express exclusion from the “legal entity customer” definition under the Beneficial Ownership Regulations).

Documentation. The Administrative Agent shall have received the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, a Term Note payable to the order of each requesting Term Lender in the amount of its Term Commitment, a Revolving Note payable to the order of each requesting Revolving Lender in the amount of its Revolving Commitment, the Security Agreements, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) substantially all of the Borrower’s 's and its Subsidiaries’ ' personal property and encumbering at least 90% of all of the Loan Parties' Proven Reserves (as set forth in the Initial Engineering Report) and Oil and Gas Properties in connection therewith, account control agreements required pursuant to Section 5.12 and each of the other Loan Documents, and all attached exhibits and schedules; (ii) a favorable opinion of the Borrower’s, its Subsidiaries’ 's and the Guarantors’ ' primary counsel dated as of the date of this Agreement in form and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iii) a favorable opinion of local counsel in each jurisdiction where a Mortgage will be filed in such form and covering such matters as the Administrative Agent may reasonably request; (iv) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the articles or certificate of incorporation and the bylaws of the Borrower, and (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the NoteNotes, and the other Loan Documents; (ivv) certificates of a Responsible Officer the secretary or assistant secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (vvi) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,, (B) the articles or certificate (as applicable) of incorporation (or organization or formation) and bylaws (or partnership or company agreement) of such Guarantor, and (C) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty, the Security Instruments, and the other Loan Documents to which such Guarantor is a party; (vii) a certificate of the secretary or an assistant secretary of each Guarantor certifying the names and true signatures of officers of such Guarantor authorized to sign the Guaranty, Security Instruments and the other Loan Documents to which such Guarantor is a party; (viii) a certificate dated as of the Initial Funding Date from a Responsible Officer of the Borrower stating that (A) all representations and warranties of the Borrower set forth in this Agreement are true and correct in all material respects; (B) no Default has occurred and is continuing; (C) the conditions in this Section 3.01 have been met; (D) that after giving effect to the Credit Extensions occurring on the Initial Funding Date and the Merger, the Borrower shall have Liquidity in excess of $10,000,000; (E) attached to such certificate are true, correct and complete copies of the Merger Agreement and the Accession Agreement as in full force and effect as of the date of such certificate; and (F) the Merger is being consummated substantially simultaneously with delivery of such certificate, in compliance with applicable law and regulatory approvals, and substantially in accordance with the Merger Agreement; (ix) appropriate UCC-1 and UCC-3, as applicable, Financing Statements covering the Collateral for filing with the appropriate authorities and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Collateral; (x) property insurance certificates naming the Administrative Agent loss payee and liability insurance certificates and endorsements naming the Administrative Agent as additional insured, as applicable, and evidencing insurance which meets the requirements of this Agreement and the Security Instruments, and otherwise satisfactory to the Administrative Agent; (xi) the Initial Engineering Report; (xii) stock, membership or partnership certificates required in connection with the Pledge Agreements and stock powers executed in blank for each such stock certificate; (xiii) a Compliance Certificate completed and executed by a Responsible Officer of the Borrower showing the calculation of, and Borrower’s pro forma compliance with Section 6.18, 6.19 and 6.20 as of the Initial Funding Date after giving effect to the Credit Extensions requested and made on the Initial Funding Date; (xiv) certificates of good standing and existence for each Loan Party in (a) the state, province or territory in which each such Person is organized and (b) each state, province or territory in which such good standing is necessary, which certificates shall be dated a date not earlier than 30 days prior to the date hereof; and (xv) such other documents, governmental certificates, agreements and lien searches as the Administrative Agent or any Lender may reasonably request.

Documentation. The Administrative Agent shall have received the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, a Note payable to the order of each Lender in the an amount of its equal to such Lender’s Commitment, the Guaranties, the Pledge Agreement, the Security AgreementsAgreement, and Mortgages encumbering at least 8090% (by value) of the Borrowerpresent value of the Obligor’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewiththerewith (as set forth in the Independent Engineering Report dated effective as of December 31, 2005), and each of the other Loan Documents, and all attached exhibits and schedules; (ii) a favorable opinion of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel to Obligors dated as of the date of this Agreement Effective Date and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iii) copies, certified as of the date of this Agreement Effective Date by a Responsible Officer or secretary or assistant secretary of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the bylaws and the certificate of incorporation of the Borrower, and (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the NoteNotes, and the other Loan Documents; (iv) certificates of a Responsible Officer or secretary or assistant secretary of the Borrower certifying certifying, as of the Effective Date, the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified as of the date of this Agreement Effective Date by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,, (B) the articles or certificate (as applicable) of incorporation (or organization) and bylaws of such Guarantor, and (C) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty, the Security Instruments, and the other Loan Documents to which such Guarantor is a party; (vi) a certificate of the secretary or an assistant secretary of each Guarantor certifying the names and true signatures of officers of such Guarantor authorized to sign the Guaranty, Security Instruments and the other Loan Documents to which such Guarantor is a party; (vii) a certificate dated as of the Effective Date from a Responsible Officer of the Borrower stating that (A) all representations and warranties of the Borrower set forth in this Agreement are true and correct in all material respects; (B) no Default has occurred and is continuing; and (C) the conditions in this Section 3.01 have been met; (viii) appropriate UCC-1 and UCC-3, as applicable, Financing Statements and amendments to Financing Statements covering the Collateral for filing with the appropriate authorities and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Collateral; (ix) insurance certificates naming the Administrative Agent loss payee or additional insured, as applicable, and evidencing insurance which meets the requirements of this Agreement and the Security Instruments, and which is otherwise satisfactory to the Administrative Agent; (x) stock certificates required in connection with the Pledge Agreement and stock powers executed in blank for each such stock certificate; (xi) the Independent Engineering Report dated effective as of December 31, 2005; and (xii) such other documents, governmental certificates, agreements and lien searches as the Administrative Agent may reasonably request.

Documentation. The Administrative Prior to the Initial Loan, Agent shall have received the following duly executed by all the parties theretodocuments, each to be in form and substance satisfactory to the Administrative Agent, the Issuing Lender Agent and the Lenders, and, where applicable, in sufficient copies for its counsel and each Lender: (iA) this Agreement, a Note payable to the order Certified copies of each Lender Borrower's casualty insurance policies, together with loss payable endorsements on Agent's standard form of Loss Payee Endorsement naming Agent, for its benefit and the ratable benefit of Lenders, as loss payee, and certificates of insurance in respect to each Borrower's liability insurance policies together with endorsements naming Agent, for its benefit and the amount ratable benefit of Lenders, as a co-insured; (B) Appropriate UCC-1 Financing Statements to be filed against the Borrower in all applicable jurisdictions, in each case, executed by the appropriate Borrower, in a form acceptable to Agent that such Liens constitute valid and perfected security interests and Liens, having the Lien priority specified in Section 4.3(B) hereof; (C) A copy of the Certificate of Incorporation of each Borrower and all amendments thereto, certified by the Secretary of State or other appropriate official of its Commitmentjurisdiction of incorporation; (D) Good standing certificates for each Borrower issued by the Secretary of State or other appropriate official of each Borrower's, jurisdiction of incorporation and each jurisdiction where the Guaranties, conduct of such Borrower's business activities or the Pledge Agreement, ownership of their respective Properties necessitates qualification and in which the Security Agreements, and Mortgages encumbering at least 80% failure to qualify would have a material adverse effect on such Borrower or their respective business or operations; (by valueE) A Certificate of the Secretary of each Borrower’s , together with true and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each correct copies of the other Loan DocumentsCertificate of Incorporation and Bylaws of each Borrower, and all attached exhibits amendments thereto, true and schedules; (ii) a favorable opinion correct copies of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of each Borrower authorizing or ratifying the Borrower approving the Loan Documents to which the Borrower is a partyexecution, (B) the certificate delivery and performance of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the NoteNotes, the Security Documents and the other Loan Documents; (iv) certificates of a Responsible Officer Other Agreements and the names of the Borrower certifying the names and true signatures of the officer or officers of the each Borrower authorized to sign this Agreement, the Notes, Notices the Security Documents and the Other Agreements together with a sample of Borrowingthe true signature of each such officer; (F) The Security Documents duly executed, Notices accepted and acknowledged by or on behalf of Conversion or Continuationeach of the signatories thereto; (G) The Other Agreements duly executed and delivered by each Borrower; (H) The favorable, written opinion of ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, counsel to Borrowers as to the transactions contemplated by this Agreement and any of the other Loan Documents Documents, to which be substantially in the Borrower is a partyform of Exhibit D attached hereto; (vI) copiesWritten instructions from each Borrower directing the application of proceeds of the initial Revolving Credit Loan made pursuant to this Agreement, certified and an initial Borrowing Base 50 Certificate from Borrowers reflecting that Borrowers have Eligible Inventory in amounts sufficient in value and amount to support the Revolving Credit Loans in the amount requested by Borrowers on the date of such certificate; (J) An appraisal, in form and substance acceptable to Bank in its sole discretion, reflecting the value of the Inventory of Borrower as of the date Closing Date; (K) Results of this Agreement by a Responsible Officer or UCC searches in all jurisdictions where the secretary or an assistant secretary of each Guarantor of Borrowers have assets; (AL) Pay-off letters, in form and substance satisfactory to the resolutions Agent, from Borrowers' existing senior lenders; (M) An executed copy of the Board Accountant's Letter; (N) Such certificates and documents reflecting the Solvency of Directors Borrowers, after giving effect to the transactions contemplated by this Agreement, as Agent and Lenders shall find acceptable, including, without limitation, pro-forma balance sheets, forecasted financial statements consisting of balance sheets, income statements and cash flow statements for Borrowers covering at least the three-year period commencing on the Closing Date, prepared by Borrowers and a fair valuation balance sheet for Borrowers showing that Borrowers are Solvent; and (or O) Such other applicable governing body) of such Guarantor approving documents, instruments and agreements as Agent shall reasonably request in connection with the Loan Documents to which it is a party,foregoing matters.

Documentation. The Administrative Agent shall have received counterparts of this Agreement executed by the Borrower and the Banks, and the following duly executed by all -45- the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each LenderBank: (i) this Agreementthe Guaranty and the Foreign Stock Pledge Agreements, a Note payable if any are required hereunder, together with the original certificates evidencing all of the Capital Stock pledged pursuant to such Foreign Stock Pledge Agreements and stock powers appropriately executed in blank or other instruments of transfer in form and substance satisfactory to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulesAgent; (ii) a favorable opinion certificate from the chief executive officer, president or chief financial officer of the Borrower’s, its Subsidiaries’ Borrower dated as of the Effective Date stating that as of the Effective Date (A) all representations and warranties of the Borrower set forth in this Agreement and the Guarantors’ counsel other Credit Documents are true and correct in all material respects, (B) no Default has occurred and is continuing, and (C) all of the conditions in this Section 3.1 have been met; (iii) a certificate of the Secretary or an Assistant Secretary of the Borrower and each Guarantor dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; certifying (iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of Agreement) to (A) the names and true signatures of officers of the Borrower and such Guarantor authorized to sign the Credit Documents to which such Person is a party, (B) resolutions of the Board of Directors of such Person with respect to the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrowertransactions herein contemplated, (C) copies of the articles or certificate of incorporation and bylaws of the Borrower such Person, and (D) all other documents evidencing other necessary corporate action copies of certificates of existence, good standing and governmental approvals, foreign qualification (if any, applicable) with respect to this Agreement, such Person issued by the Note, appropriate Governmental Authorities of its jurisdiction of incorporation and the other Loan Documentsjurisdictions in which it has its principal executive offices; (iv) certificates a favorable opinion of a Responsible Officer Richard F. Cooper, General Counsel to the Borrower ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇ated as of the Borrower certifying Effective Date and in substantially the names and true signatures form of the officers of the Borrower authorized to sign this AgreementExhibit K, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a partyappropriately completed; (v) copiesthe audited Consolidated and unaudited consolidating balance sheet of the Borrower and its Subsidiaries as at December 31, 2001, and the related Consolidated and consolidating statements of operations, shareholders' equity and cash flows, of the Borrower and its Subsidiaries for the fiscal year then ended, duly certified by the chief financial officer or treasurer of the Borrower; (vi) a Borrowing Base Certificate dated as of April 30, 2002 duly completed and executed by the date of this Agreement by a Responsible Officer chief financial officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions treasurer of the Board of Directors Borrower; and (or vii) such other applicable governing body) of such Guarantor approving documents, governmental certificates, agreements and lien searches as the Loan Documents to which it is a party,Agent may reasonably request.

Documentation. The Administrative Agent Lenders shall have received the following ------------- documents, each dated the Tender Date (unless otherwise specified), each duly executed by all and delivered to the parties theretoLenders, and each to be satisfactory in form and substance satisfactory to the Administrative Agent, the Issuing Lender Lenders and the Lenders, and, where applicable, in sufficient copies for each Lendertheir counsel: (i) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules; (ii) a favorable opinion of the Borrower’sFacility A Notes, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestduly executed by TI; (iii) copiesGuaranty Agreements signed by each of Pledgor, certified as ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the "Guaranty Agreements"); (iv) a Stock Pledge Agreement, duly executed and delivered by Pledgor (the "Stock Pledge Agreement"), pledging to the Collateral Agent, for the benefit of Lenders, a number of shares of MIDCOM common stock (the date of this Agreement by a Responsible Officer of "Pledged Shares") equal to the Borrower greater of (A) 2,000,000, multiplied by a fraction, the resolutions numerator of which is the aggregate principal amount of the Board Facility A Loans requested and the denominator of Directors which is 10,000,000; and (B) the quotient obtained by dividing (1) the product of two (2) times the aggregate principal amount of the Borrower approving Facility A Loans requested by (2) the current market value (as defined under Regulation G) on the Tender Date of the MIDCOM common stock, as reported in the New York --- ---- Times or the Wall Street Journal; ----- ---- ------ ------- (v) the certificates evidencing the Pledged Shares, together with stock powers duly executed in blank by Pledgor, with signatures guaranteed, and such other instruments, documents or agreements with respect thereto as the Lenders may require to be delivered to the Collateral Agent; (vi) evidence satisfactory to Lenders that the Pledged Shares are subject to (A) no Liens whatsoever other than in favor of the Collateral Agent and (B) no "lock-ups" or any similar agreement which would prevent the pledge thereof to the Collateral Agent for the benefit of the Lenders or, with the exception of the DLJ Letter Agreement, might prevent, affect, or delay the resale thereof by the Collateral Agent for the benefit of the Lenders; (vii) the Warrant Agreement; (viii) Warrants issued in the name of Lenders pursuant to the Warrant Agreement exercisable, as to each Lender, for such Lender's Pro Rata Share of two percent (2%) of Parent's common stock on a fully diluted basis; (ix) a certificate signed by each individual Guarantor, by the President or chief financial officers of each corporate Guarantor and by the President or chief financial officers of the general partner of each Partnership Obligor, certifying that (A) the representations and warranties set forth in the Loan Documents to which the Borrower each such Obligor is a party, party are true and correct in all respects on and as of such date with the same effect as though made on and as of such date; (B) such Obligor is on such date in compliance with all the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower terms and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents; (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving conditions set forth in the Loan Documents to which it is a party on its part to be observed and performed, and (C) on the Tender Date, after giving effect to the making of the Facility A Loans, no Default or Event of Default has occurred or is continuing; (x) a certificate of the Secretary of each Corporate Obligor certifying (A) that attached thereto is a true and complete copy of the Articles of Incorporation of such Obligor as in effect on the date of such certification; (B) that attached thereto is a true and complete copy of the By-Laws of such Obligor, as in effect on the date of such certification; (C) that attached thereto is a true and complete copy of Resolutions adopted by the Board of Directors of such Obligor, authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which such Obligor is a party,; and (D) as to the incumbency and genuineness of the signatures of the officers of such Obligor executing this Agreement or any of the other Loan Documents; (xi) a certificate of the general partner of each Partnership Obligor certifying (A) that attached thereto is a true and complete copy of the partnership agreement and/or partnership certificate of such Obligor as in effect on the Tender Date and that the attached documents are the only agreements among the partners; (B) that attached thereto is a true and complete copy of the partnership consent or other appropriate documentation of authorization of the execution, delivery and performance on behalf of such Obligor of the Loan Documents to which such Obligor is a party; and (C) as to the incumbency and genuineness of the signatures of the representatives of such Obligor executing this Agreement or any of the other Loan Documents; (xii) a copy of the Articles of Incorporation of TI, and all restatements thereof or amendments thereto, certified as of a date close to the Tender Date, by the Secretary of State of the State of Washington; a copy of the Certificate of Incorporation of Parent, and all restatements thereof or amendments thereto, certified as of a date close to the Tender Date, by the Secretary of State for Delaware; and a copy of the partnership certificate and all restatements thereof or amendments thereto, certified as of a date close to the Tender Date by an appropriate official of the State of Washington. (xiii) good standing certificates for each Corporate Obligor and each Partnership Obligor, certified as of a date close to the Tender Date, and issued in each case by those secretaries of state of those states set forth on Schedule 9.1 hereto; ------------ (xiv) a duly completed and signed Federal Reserve Form FR G-3 in favor of each Lender, showing that the making of the Facility A Loan by such Lender complies with the requirements of Regulation G; (xv) the written opinion of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, counsel to Obligors, in the form attached hereto as Exhibit D, as to the --------- transactions contemplated by this Agreement; (xvi) such UCC termination statements and other Lien releases and terminations as the Lenders may require with respect to the Collateral; (xvii) copies of all required regulatory approvals, including, without limitation, any which may be required by regulatory authorities having jurisdiction over any Obligor and any that may be required for any transactions contemplated by this Agreement or any of the other Loan Documents; (xviii) such other documents, instruments and agreements with respect to the transactions contemplated by this Agreement, in each case in such form and containing such additional terms and conditions as may be satisfactory to the Lenders.

Documentation. The Administrative Agent shall have received the following duly executed by all the parties theretoreceived, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documentsfollowing, duly executed and acknowledged where appropriate by all attached exhibits and schedules; (ii) a favorable opinion of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents; (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign parties thereto: this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, the Security Documents and the other Loan Documents; a certificate from a Financial Officer of the Borrower certifying (A) that the representations and warranties of the Loan Parties contained in Article V and each other Loan Document are true and correct in all material respects (or, in the case of any such representation and warranty that is subject to a materiality or Material Adverse Effect qualification, in all respects) on and as of the Closing Date (except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date), (B) that no Default exists as of the Closing Date, and no Default shall occur on the Closing Date as a result of making any Credit Extension on the Closing Date or from the application of the proceeds thereof, (C) since the date of the audited Consolidated financial statements of the Borrower and its Subsidiaries, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect and (D) the Solvency of each Loan Party, individually and together with its Subsidiaries on a Consolidated basis, in each case before and after giving effect to the transactions contemplated under the Loan Documents; a certificate of a Financial Officer of each Loan Party certifying as to the incumbency and genuineness of the signature of each officer of such Loan Party executing Loan Documents to which the Borrower it is a party; (v) copiesparty and certifying that attached thereto are true, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor correct and complete copies of (A) the resolutions Organizational Documents of such Loan Party which, in the case of the Board articles or certificate of Directors incorporation or formation (or equivalent) of a Loan Party other than the Canadian Subsidiary Guarantor, shall be certified as of a recent date by the appropriate Governmental Authority and (B) resolutions duly adopted by the board of directors (or other applicable governing body) of such Guarantor Loan Party authorizing and approving the transactions contemplated hereunder and the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party,; a certificate as of a recent date of the good standing (or equivalent) of each Loan Party under the Laws of its jurisdiction of incorporation, organization or formation (or equivalent), as applicable, and, to the extent requested by the Administrative Agent, each other jurisdiction where such Loan Party is qualified to do business; and favorable opinions of counsel to the Loan Parties, addressed to the Administrative Agent, the Lenders and the Issuing Banks, in form and substance acceptable to the Administrative Agent.

Documentation. The Administrative Agent Lender shall have received the following documents, each to be in form and substance reasonably satisfactory to the Lender and its counsel: (a) This Amendment duly executed by the Borrowers; (b) Copies of all filing receipts or acknowledgments issued by any governmental authority (including, without limitation, the FAA) to evidence any filing or recordation necessary to perfect the Liens of the Lender in the Joining Borrower Collateral and evidence in a form reasonably acceptable to the Lender that such Liens constitute valid and perfected first priority security interests and Liens, subject only to those Permitted Liens which are expressly stated to have priority over the Liens of the Lender; (c) Copies of the Articles of Incorporation of each Joining Borrower, and all amendments thereto, certified by the secretary of the state of its incorporation; (d) Good standing certificates for each Joining Borrower issued by the secretary of the state of its incorporation; (e) A closing certificate signed by an authorized officer of each Borrower stating that (i) the representations and warranties of each Borrower set forth in this Amendment and the Loan Agreement are true and correct in all material respects on and as of the date of this Amendment, (ii) each Borrower is on such date in compliance in all material respects with all the parties terms and provisions set forth in the Loan Agreement, as amended hereby, and the other Loan Documents, and (iii) on such date no Default or Event of Default exists; (f) Certificate of the Secretary or an Assistant Secretary of each Borrower certifying (i) that attached thereto is a true and complete copy of the Bylaws of such Borrower, as in effect on the date of such certification, (ii) that attached thereto is a true and complete copy of the resolutions adopted by the Board of Directors of such Borrower authorizing the execution, delivery and performance of this Amendment, the joinder by the Joining Borrowers in the Loan Agreement and the other Loan Documents, the guaranty by each Borrower of the Obligations of the other Borrowers, and the consummation of the transactions contemplated hereby and thereby, and (iii) as to the incumbency and genuineness of the signature of each officer of each Borrower executing this Amendment or any of the Loan Documents; (g) A Spare Parts Supplement (or, in the case of the Existing Borrower, an amendment thereto), duly executed by each Borrower (other than the Parent) for the locations at which any Spare Parts are located as set forth in Schedule 7.1.1 to the Loan Agreement; (h) Favorable written opinions from special FAA counsel to the Lender as to the recordation of the Spare Parts Supplements executed by each Borrower (other than the Parent) pursuant to this Amendment in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender:its counsel; (i) this Agreement, a Note payable to the order Certified copies of casualty insurance policies of each Borrower, together with loss payable endorsements on the Lender's standard form of Loss Payee Endorsement naming the Lender in as loss payee as its interests may appear; and (j) Such other documents, instruments and agreements as the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties Lender shall reasonably request in connection therewith, and each of with the other Loan Documents, and all attached exhibits and schedules; (ii) a favorable opinion of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents; (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,foregoing matters.

Documentation. The Administrative Agent Lender shall have received the following duly executed by all the parties theretodocuments, each to be in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lenderits counsel: (i1) this Agreement, a Note payable to the order Certificates of insurance or certified copies of each Lender in Borrower's casualty insurance policies, evidencing the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) existence of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules; (ii) a favorable opinion of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect insurance coverage required pursuant to this Agreement, the Note, together with loss payable endorsements thereto naming Lender as a loss payee or additional insured in form and the other Loan Documents;substance satisfactory to Lender. (iv2) certificates Such UCC financing statements as are required by Lender to perfect the Liens of Lender in the Collateral (subject to the provisions in Section 5.A.(7) hereof) and evidence, in a Responsible Officer of the Borrower certifying the names form acceptable to Lender, that such Liens will constitute valid and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party;first priority perfected Liens. (v3) copies, certified as A Certificate of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor Borrower, dated as of the date of this Agreement, certifying (Ai) that attached thereto is a true and complete copy of the resolutions Bylaws of Borrower, as in effect on the date of such certification, (ii) that attached thereto is a true and complete copy of resolutions, in form satisfactory to Lender, adopted by the Board of Directors (or of Borrower, authorizing the execution, delivery and performance of this Agreement and each of the other applicable governing body) of such Guarantor approving the Loan Credit Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, and (iii) as to the incumbency and genuineness of the signature of each officer of Borrower executing this Agreement or any of the other Credit Documents to which Borrower is a party,. (4) A copy of the Certificate of Incorporation of each Borrower, and all amendments thereto, certified by the Secretary or Assistant Secretary of each Borrower. (5) A good standing certificate for each Borrower issued by the Secretary of State of the jurisdictions indicated as follows: as to LPC, in Delaware, Arizona and Ohio; and as to LCI, in Delaware, Georgia and Ohio. (6) A certificate of each Borrower signed by the chairman, vice chairman, president or chief financial officer of each Borrower and dated as of the date of this Agreement, stating that (i) the representations and warranties set forth in Section 4 hereof are true and correct on and as of such date, (ii) Borrower is on such date in compliance with all the terms and provisions set forth in this Agreement, and (iii) on such date no Event of Default exists and no event or condition has occurred or is continuing which, with the giving of notice, the lapse of time, or both, would constitute an Event of Default. (7) Written instructions from Borrower directing the disbursement of the loan proceeds pursuant to the facilities set forth in Sections 2.D, 2.E and 2.F hereof. (8) The written opinion of counsel to Borrowers as to the transactions contemplated by this Agreement and the Credit Documents, in form and substance satisfactory to Lender. (9) The Equipment Term Note, the North Canton Term Note, the Vienna Term Note, the Casa Grande Note, the LaGrange Term Note and the North Canton Equipment Note duly executed by Borrowers, and such other agreements, instruments and documents, including, without limitation, assignments, security agreements, mortgages, deeds of trust, pledges, guaranties and consents, which Lender may require to be executed in connection herewith, including, but not limited to, the following: (a) Environmental Assessments, Appraisals of Real Property , the Equipment and the North Canton Equipment, ALTA Lender Title Policies and Surveys of the North Canton Property, the Vienna Property, the Casa Grande Property and the LaGrange Property, together with any other items or information requested by Lender in regard to the North Canton Property, the Vienna Property, the Casa Grande Property and the LaGrange Property. (b) Duly executed UCC-1 Financing Statements as requested by Lender from Borrowers, in recordable form, in form and substance acceptable to Lender and its counsel. (c) Duly executed and delivered open-end mortgages of the North Canton Property and the Casa Grande Property from LPC in recordable form, in form and substance acceptable to Lender and its counsel, granting Lender the first lien on the North Canton Property and the Casa Grande Property, subject only to Permitted Encumbrances. (d) Duly executed and delivered open-end mortgages of the Vienna Property and the LaGrange Property from LCI in recordable form, in form and substance acceptable to Lender and its counsel, granting Lender the first lien on the Vienna Property and the LaGrange Property, subject only to Permitted Encumbrances. (10) An Amended and Restated Intercreditor Agreement executed by Congress in form and substance acceptable to Lender and its counsel subordinating the rights of Congress to Lender's rights in the Collateral. (11) Lender shall have reviewed and approved in its sole discretion: the Project budget, which budget shall include costs incurred to date and verifiable costs to complete the Project.

Documentation. The Administrative Agent Agent’s receipt of the following, each of which shall have received the following duly be originals or facsimiles or electronic copies (including “PDF” and “TIFF” files) (followed promptly by originals) unless otherwise specified, each properly executed by all a Responsible Officer of the parties theretosigning Loan Party, each dated the Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date) and each in form and substance reasonably satisfactory to the Administrative Agent, the Issuing Lender L/C Issuers party hereto and the Lenders, and, where applicable, in sufficient copies for each LenderLenders party hereto: (i) a counterpart of this AgreementAmendment, a Note payable to duly executed and delivered by the order of each Lender in the amount of its CommitmentBorrower, the GuarantiesSubsidiary Guarantors, the Pledge Agreement, Required Lenders and the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulesL/C Issuers; (ii) 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 require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment; (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing and in good standing in its jurisdiction of organization; (iv) favorable opinion opinions of counsel to the Borrower’sLoan Parties, its Subsidiaries’ addressed to the Administrative Agent, each L/C Issuer and each Lender, as to such matters concerning the Loan Parties, this Amendment and the Guarantors’ counsel dated transactions contemplated hereby as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iiiv) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents; (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other each Loan Documents to which the Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of Party either (A) attaching copies of all consents, licenses and approvals required in connection with the resolutions execution, delivery and performance by such Loan Party and the validity against such Loan Party of this Amendment, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; and (vi) a Loan Notice with respect to the Board Term Loan Borrowing to be made on the Amendment Effective Date and, if such Term Loan Borrowing will initially consist of Directors Eurocurrency Rate Loans, a funding indemnity letter (or other applicable governing bodyit being understood that if such Term Loan Borrowing will initially consist of Eurocurrency Rate Loans, the items described in this clause (vi) of such Guarantor approving must be received not later than 11:00 a.m. three Business Days prior to the Loan Documents to which it is a party,Amendment Effective Date).

Documentation. The Administrative On or before the day on which the initial Borrowing is made or the initial Letters of Credit are issued, the Agent shall have received the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender Agent and the LendersBanks, and, where applicable, in sufficient copies for each LenderBank: (i) this Agreement, a Note payable to the order of each Lender in the amount of its CommitmentNotes, the GuarantiesGuaranty by Stone Offshore, the Pledge Security Agreement, the Security Intercreditor Agreement, the Consents, the Control Agreements, and the Mortgages encumbering at least 80% (by value) of to the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulesextent required to comply with Section 5.12; (ii) proper financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Agent may deem necessary or desirable in order to perfect the Liens created under the Security Documents; (iii) a favorable opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Borrower’sCredit Parties, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K Effective Date, covering the matters discussed in such Exhibit and such other matters as any Lender Bank through the Administrative Agent may reasonably request; (iiiiv) copiesa favorable opinion of Liskow & ▇▇▇▇▇, certified Louisiana counsel to the Borrower covering the Louisiana-law Mortgages and such other matters as any Bank through the Agent may reasonably request; (v) Reserved; (vi) a certificate of the Secretary or an Assistant Secretary of the Borrower and each Guarantor certifying as of the date Effective Date (A) certificates of this Agreement by a Responsible Officer good standing and existence or qualification to do business for each of the Borrower and each Guarantor from its jurisdiction of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents organization and each jurisdiction where it is required to which the Borrower is a partybe qualified to do business, (B) the certificate of incorporation incorporation, formation, or partnership of each of the BorrowerBorrower and each Guarantor, (C) the bylaws bylaws, limited liability company agreement, or partnership agreement of each of the Borrower and each Guarantor, (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and resolutions of the other Loan Documents; board of directors (ivor similar governing body) certificates of a Responsible Officer of the Borrower certifying and each Guarantor authorizing this Agreement and related transactions, and (E) the names incumbency and true signatures of the officers of the Borrower and each Guarantor authorized to sign execute this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, Agreement and the other Loan Documents to which the Borrower is a partyrelated documents; (vvii) copiesa certificate of a Responsible Officer of Borrower stating that, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of Effective Date, (A) the resolutions representations and warranties contained in this Agreement and the other Credit Documents are true and correct in all material respects, (B) no Default or Event of Default exists, and (C) all conditions set forth in this Section 3.1 and in Section 3.2 have been satisfied (assuming satisfaction by the Agent and the Banks where such satisfaction is specified in such conditions); (viii) Insurance Certificates from the Borrower’s and Guarantors’ insurance providers setting forth the insurance maintained by Borrower and Guarantors, showing that insurance meeting the requirements of Section 5.2 is in full force and effect and that all premiums due with respect thereto have been paid, showing Agent as loss payee with respect to all such property or physical damage policies and as additional insured with respect to all such liability policies, and stating that such insurer will provide Agent with at least 30 days’ advance notice of cancellation of any such policy for any reason other than for cancellation due to non-payment of the Board of Directors premium which shall require the insurer to provide Agent with at least 10 days’ advance notice; (ix) such Uniform Commercial Code Lien search reports as Agent shall require, conducted in such jurisdictions and reflecting such names as Agent shall request; and (x) such other documents, governmental certificates, agreements, and Lien searches as the Agent or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,any Bank may reasonably request.

Documentation. The Administrative Agent shall have received the following duly executed (which may be, in the Administrative Agent’s sole discretion, by facsimile or scanned pdf email) by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender Lenders and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Security Agreements, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 8090% (by value) of all of the Borrower’s and its Subsidiariesthe Guarantors’ Proven Reserves and Oil and Gas Properties in connection therewithconstituting Proven Reserves, and each of the other Loan Documents, and all attached exhibits and schedules; (ii) a favorable opinion of (A) the Borrower’s, its Subsidiaries’ ’s and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K K-1 and (B) the Borrower’s and the Guarantors’ local counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K-2 covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board board of Directors directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the articles or certificate of incorporation and the bylaws of the Borrower, and (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the NoteNotes, and the other Loan Documents; (iv) certificates of a Responsible Officer the secretary or assistant secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents and Hedge Contracts to which the Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,, (B) the articles or certificate (as applicable) of incorporation (or organization) and bylaws of such Guarantor, and (C) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty, the Security Instruments, and the other Loan Documents to which such Guarantor is a party; (vi) a certificate of the secretary or an assistant secretary of each Guarantor certifying the names and true signatures of officers of such Guarantor authorized to sign the Guaranty, Security Instruments and the other Loan Documents to which such Guarantor is a party; (vii) a certificate dated as of the Closing Date from a Responsible Officer of the Borrower stating that (A) all representations and warranties of the Borrower set forth in this Agreement are true and correct in all material respects; (B) no Default has occurred and is continuing; and (C) the conditions in this Section 3.01 have been met; (viii) appropriate UCC-1 and UCC-3, as applicable, Financing Statements covering the Collateral for filing with the appropriate authorities and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Collateral; (ix) insurance certificates naming the Administrative Agent loss payee or additional insured, as applicable, and evidencing insurance which meets the requirements of this Agreement and the Security Instruments, and which is otherwise satisfactory to the Administrative Agent; (x) a copy of the most recent Independent Engineering Report delivered pursuant to the Existing Agreement; (xi) to the extent required in connection with the Pledge Agreements, (A) stock or, to the extent applicable under the Person’s organizational documents, membership or partnership interest certificates, and stock powers executed in blank for each such stock certificate endorsed in blank to the Administrative Agent and (B) to the extent such Person is a limited liability company or a limited partnership, copies of its limited liability company agreement, partnership agreement or other similar document the terms of which expressly provide that membership interests or partnership interests, as applicable, in such Person are securities governed by Chapter 8 of the Uniform Commercial Code as in effect in the State of Texas; (xii) certificates of good standing and existence for the Borrower and each Guarantor in (a) the state, province or territory in which each such Person is organized and (b) each other state, province or territory in which it is required to be qualified to do business under Section 5.03, which certificates shall be dated a date not earlier than 30 days prior to the date hereof; (xiii) copies, certified by a Responsible Officer of the Borrower, of the CIECO Loan Documents and all exhibits and schedules thereto, together with all amendments, modifications or waivers thereto in effect as of the date of this Agreement; and (xiv) such other documents, governmental certificates, agreements and lien searches as the Administrative Agent or any Lender may reasonably request.

Documentation. The Administrative Agent shall have received the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, a Note payable to the order of each Lender in the an amount of its equal to such Lender’s Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80supplements to the existing Mortgages, or if applicable, new Mortgages, encumbering, after giving effect to the ▇▇▇▇▇ Acquisition, 90% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewithProperties, and each of the other Loan Documents, and all attached exhibits and schedules; (ii) a favorable opinion opinions of (A) ▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Borrower’s, its Subsidiaries’ , and the Guarantors’ , (B) ▇▇▇▇▇▇ ▇▇▇▇▇▇, general counsel to the Borrower, its Subsidiaries and the Guarantors, and (C) local counsel to the Administrative Agent in Mississippi, Louisiana and Michigan, each dated as of the date of this Agreement Effective Date and substantially in form and substance satisfactory to the form of Administrative Agent and the attached Exhibit K Lenders, and covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iii) copies, certified as of the date of this Agreement Effective Date by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the bylaws and the certificate of incorporation of the Borrower, and (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents; (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified as of the date of this Agreement Effective Date by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,, (B) the articles or certificate (as applicable) of incorporation (or organization) and bylaws of such Guarantor, and (C) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty, the Security Instruments, and the other Loan Documents to which such Guarantor is a party; (vi) a certificate of the secretary or an assistant secretary of each Guarantor certifying the names and true signatures of officers of such Guarantor authorized to sign the Guaranty, Security Instruments and the other Loan Documents to which such Guarantor is a party; (vii) certificates of good standing for the Borrower and each Guarantor as of a recent date in each state in which each such Person is organized or qualified to do business; (viii) a certificate dated as of the Effective Date from a Responsible Officer of the Borrower stating that (A) all representations and warranties of the Borrower set forth in this Agreement are true and correct in all material respects; (B) no Default has occurred and is continuing; and (C) the conditions in this Section 3.01 have been met; (ix) appropriate UCC-1 and UCC-3, as applicable, Financing Statements covering the Collateral for filing with the appropriate authorities and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Collateral; (x) insurance certificates naming the Administrative Agent loss payee or additional insured, as applicable, and evidencing insurance that meets the requirements of this Agreement and the Security Instruments, and that is otherwise satisfactory to the Administrative Agent; (xi) certificates evidencing the Equity Interests required in connection with the Security Agreements and powers executed in blank for each such certificate; (xii) the initial Internal Engineering Report dated as of January 1, 2007 together with a letter from ▇▇▇▇▇ ▇▇▇▇▇ dated as of January , 2007 detailing the results of its audit of such report; (xiii) copies, certified by a Responsible Officer of the Borrower, of the Acquisition Instruments and all exhibits and schedules thereto, together with all amendments, modifications or waivers thereto in effect on the Effective Date; and (xiv) such other documents, governmental certificates, agreements and lien searches as the Administrative Agent or any Lender may reasonably request.

Documentation. The Administrative Agent shall have received the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge AgreementAgreements, the Security Agreements, the Subordination and Intercreditor Agreement (as defined in this Agreement prior to the Amendment No. 11 Effective Date), and new Mortgages encumbering or reaffirmation of existing Mortgages which collectively (A) encumber at least 8085% (by value) of all of the Borrower’s 's and its Restricted Subsidiaries’ ' (including the Merger Company's) Proven Reserves and Oil and Gas Properties in connection therewith(other than the Proven Reserves of Orion), and (B) encumber such percentage of Orion's Proven Reserves and Oil and Gas Properties attributable to the Borrower's equity ownership therein, and each of the other Loan Documents, and all attached exhibits and schedules; (ii) a favorable opinion of the Borrower’s, its Subsidiaries’ 's and the Guarantors’ Restricted Subsidiaries' counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K K, covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent Agent, on behalf of the Lenders, may reasonably request; (iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board board of Directors directors of the Borrower General Partner, as general partner of the Borrower, approving the Loan Documents to which the Borrower is a partyparty and authorizing the entering 52 into of Hedge Contracts, (B) the certificate of incorporation of the BorrowerPartnership Agreement, (C) the bylaws certificate of limited partnership of the Borrower duly certified by the Secretary of State of the State of Texas, and (D) the limited liability company agreement of the General Partner, (E) the certificate of formation of the General Partner duly certified by the Secretary of State of the State of Texas, (F) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents; (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents and Hedge Contracts to which the Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor Restricted Subsidiary (including the Merger Company, after giving effect to the Merger) of (A) the resolutions of the Board board of Directors directors or managers (or other applicable governing body) of such Guarantor Restricted Subsidiary approving the Loan Documents to which it is a party and authorizing the entering into of Hedge Contracts, (B) the articles or certificate (as applicable) of incorporation (or organization) of such Restricted Subsidiary certified by the Secretary of State for the state of organization, (C) the bylaws or other governing documents of such Restricted Subsidiary, and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty, the Security Instruments, and the other Loan Documents and Hedge Contracts to which such Restricted Subsidiary is a party,; (vi) a certificate of a Responsible Officer of each Restricted Subsidiary certifying the names and true signatures of officers of such Restricted Subsidiary authorized to sign the Guaranty, Security Instruments and the other Loan Documents and Hedge Contracts to which such Restricted Subsidiary is a party; (vii) certificates of good standing for the Borrower, the General Partner, and each Restricted Subsidiary in each state in which each such Person is organized or qualified to do business, which certificate shall be (A) dated a date not sooner than 14 days prior to the date of this Agreement or (B) otherwise effective on the Effective Date; (viii) a certificate dated as of the date of this Agreement from the Responsible Officer of the Borrower stating that (A) all representations and warranties of the Borrower set forth in this Agreement are true and correct in all material respects as of such date (except in the case of representations and warranties that are made solely as of an earlier date or time, which representations and warranties shall be true and correct in all material respects as of such earlier date or time); (B) no Default has occurred and is continuing; and (C) the conditions in clauses (a), (b), (c), and (h) – (n) of this Section 3.01 have been met; (ix) appropriate UCC‑1 and UCC-3 Financing Statements covering the Collateral for filing with the appropriate authorities and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Collateral; (x) certificates evidencing the Equity Interests required in connection with the Pledge Agreements and powers executed in blank for each such certificate; (xi) insurance certificates naming the Administrative Agent loss payee or additional insured, as applicable, and evidencing insurance that meet the requirements of this Agreement and the Security Instruments, and that are otherwise satisfactory to the Administrative Agent; (xii) the initial Engineering Report dated effective a date acceptable to the Administrative Agent; (xiii) a certificate of the chief financial officer of the Borrower, in form and substance reasonably satisfactory to the Administrative Agent, attesting to the Solvency (i) of the Borrower and its Restricted Subsidiaries (other than the Merger Company), taken as a whole, immediately before giving effect to the Transactions, and (ii) of the Borrower and its Restricted Subsidiaries (including the Merger Company), taken as a whole, immediately after giving effect to the Transactions; and (xiv) such other documents, governmental certificates, agreements and lien searches as the Administrative Agent or any Lender may reasonably request.

Documentation. The Administrative Agent Agent’s receipt of the following, each of which shall have received the following duly be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by all an Authorized Officer of the parties theretosigning 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 satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, Agent and each of the other Loan DocumentsLenders: 1. Executed counterparts of this Amendment, sufficient in number for distribution to the Administrative Agent, each Lender and all attached exhibits and schedulesthe Borrowers; (ii) 2. A Note executed by the Borrower in favor of each Lender requesting a favorable opinion of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestNote; (iii) copies, certified as 3. Certified copies of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower and each other Credit Party approving this Amendment and the Loan Documents to which the Borrower is a party, (B) the certificate transactions contemplated hereby and of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the execution, delivery and performance by the Borrower or any such other Credit Party of this Agreement, Amendment and the Note, Credit Documents (as amended hereby); 4. Such opinions of counsel from counsel to the Borrower and the other Loan DocumentsCredit Parties as the Administrative Agent shall request, each of which shall be addressed to the Administrative Agent and the Co-Lead Arrangers and each of the Lenders and dated the Effective Date; (ivA) 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; (B) a copy of each Credit Party’s by-laws, agreement of limited partnership or other similar document, as applicable, certified by the Secretary or Assistant Secretary of such Credit Party as being true, complete and correct and in full force and effect; (C) a good standing certificate from the Secretary of State of the state of incorporation or formation, as applicable, dated as of a recent date, listing all charter documents affecting such Credit Party and certifying as to the good standing of such Credit Party; and (D) certificates of good standing from each other jurisdiction in which each Credit Party is authorized or qualified to do business; 6. A solvency certificate, in form and substance reasonably satisfactory to the Administrative Agent, dated as of the Effective Date, and duly executed by an Authorized Officer of the Borrower; 7. A certificate of an Authorized Officer of the Borrower to the effect that, at and as of the Effective Date and both before and after giving effect to the transactions contemplated hereunder and the Incremental Term Loan hereunder and the application of the proceeds thereof: (A) no Default or Event of Default has occurred and is continuing; (B) all written information and projections provided to the Administrative Agent is complete and correct in all material respects; (C) there is no event or circumstance since December 31, 2010 that has had or could be reasonably expected to have, either individually or in the aggregate, a Responsible Material Adverse Effect, and (D) there exist no undisclosed contingencies relating to the Borrower and its Subsidiaries as of the Effective Date; 8. A certificate of an Authorized Officer of the Borrower certifying the names as true, correct and true signatures complete, copies of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents each Management Service Agreement to which the Borrower or any of its Subsidiaries is a party; (v) copies, certified party as of the date Effective Date; 9. A certificate of this Agreement by a Responsible an Authorized Officer or the secretary or an assistant secretary of each Guarantor of Credit Party either (A) attaching copies of all consents, licenses and approvals required in connection with the resolutions execution, delivery and performance by such Credit Party and the validity against such Credit Party of the Board of Directors this Amendment and the Credit Documents (or other applicable governing bodyas amended hereby) of such Guarantor approving the Loan Documents to which it is a party,, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; 10. A Perfection Certificate for each Credit Party;

Documentation. The Administrative Agent shall have received the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge AgreementAgreements, the Security Agreements, and Mortgages encumbering at least 80% (by value) substantially all of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, including the Subordination and Intercreditor Agreement, and all attached exhibits and schedules; (ii) a favorable opinion opinions of the Borrower’s, its Subsidiaries’ ’, and the Guarantors’ counsel dated as of the date of this Agreement in form and substantially in substance reasonably satisfactory to the form of Lenders and the attached Exhibit K Administrative Agent and covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board board of Directors directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate articles of incorporation and bylaws of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents, and (D) the Contribution Agreement as in effect on the Effective Date; (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, the Security Instruments, the Notices of Borrowing, the Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors Managers (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,, (B) the articles or certificate (as applicable) of incorporation or organization and bylaws (or equivalent) of such Guarantor, and (C) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty, the Security Instruments, and the other Loan Documents to which such Guarantor is a party; (vi) a certificate of the secretary or an assistant secretary of each Guarantor certifying the names and true signatures of officers of such Guarantor authorized to sign the Guaranty, Security Instruments and the other Loan Documents to which such Guarantor is a party; (vii) a certificate dated as of the date of this Agreement from a Responsible Officer of the Borrower stating that (A) all representations and warranties of the Borrower set forth in this Agreement are true and correct in all material respects; (B) no Default has occurred and is continuing; and (C) the conditions in this Section 3.01 have been met; (viii) appropriate UCC-1 and UCC-3, as applicable, financing statements covering the Collateral for filing with the appropriate authorities and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Collateral; (ix) stock certificates required in connection with the Pledge Agreements and stock powers executed in blank for each such stock certificate; (x) insurance certificates naming the Administrative Agent loss payee or additional insured, as applicable, and evidencing insurance which meets the requirements of this Agreement and the Security Instruments, and which is otherwise satisfactory to the Administrative Agent; (xi) the initial Independent Engineering Reports dated effective as of a date acceptable to the Administrative Agent; and (xii) such other documents, governmental certificates, agreements and lien searches as the Administrative Agent or any Lender may reasonably request.

Documentation. 232 The Administrative place of closing: Zhoushan, China in the office of Escrow Agent shall have received the following duly executed or by all the parties theretovirtual meeting, in form and substance satisfactory to the (a) In exchange for payment of the Administrative Agent, Purchase Price the Issuing Lender and Sellers shall provide the Lenders, and, where applicable, in sufficient copies for each LenderBuyers with the 234 following delivery documents: (i) this Agreement, Original legal ▇▇▇▇(s) of Sale in a Note payable to the order of each Lender form recordable in the amount of its CommitmentBuyers’ Nominated Flag State, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) 236 transferring title of the Borrower’s Vessel and its Subsidiariesstating that the Vessel is free from all mortgages, 237 encumbrances and maritime liens or any other debts whatsoever, duly notarially attested 238 and legalised or apostilled, as required by the Buyers’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulesNominated Flag State; (ii) a favorable opinion Evidence that all necessary corporate, shareholder and other action has been taken by 240 the Sellers to authorise the execution, delivery and performance of this Agreement; (A) the copy of the Borrower’sarticles of association and certificate of incorporation of the Sellers, its Subsidiariesin each case signed by one director of the Sellers; (B) the original written resolutions of the board of directors(or share holders) of the Sellers resolving the sale and transfer of the Vessel, notarized by the local legal notary office in Hong Kong; 241 (iii) the original Power of Attorney of the Sellers appointing one or more representatives to act on behalf 242 of the Sellers in the performance of this Agreement, duly notarially attested and legalised 243 or apostilled (as appropriate) notarized by the local legal notary office in Hong Kong; 244 (iv) Certificate or Transcript of registry issued by the competent authorities of the flag state 245 on the date of delivery evidencing the Sellers’ ownership of the Vessel and that the 246 Vessel is free from registered encumbrances and mortgages, to be faxed or e-mailed by 247 such authority to the closing meeting with the original to be sent to the Buyers as soon as 248 possible after delivery of the Vessel; 249 (v) Declaration of Class or (depending on the Classification Society) a Class Maintenance 250 Certificate issued within five (5) Banking Days prior to delivery confirming that the 251 Vessel is in Class free of condition/recommendation; 252 (vi) Certificate of Deletion of the Vessel from the Vessel’s registry or other official evidence of 253 deletion appropriate to the Vessel’s registry at the time of delivery, or, in the event that 254 the registry does not as a matter of practice issue such documentation immediately, a 255 written undertaking by the Sellers to effect deletion from the Vessel’s registry forthwith 256 and provide a certificate or other official evidence of deletion to the Buyers promptly and 257 Issued latest within fourteen (14) ten (10) Banking Days after the Purchase Price has been paid and the GuarantorsVessel has been delivered. 258 259 (vii) Vessel’s Continuous Synopsis Record certifying the date on which the 260 Vessel ceased to be registered with the Vessel’s registry, or, in the event that the registry 261 does not as a matter of practice issue such certificate immediately, a written undertaking 262 from the Sellers to provide the copy of this certificate promptly upon it being issued 263 together with evidence of submission by the Sellers of a duly executed Form 2 stating 264 the date on which the Vessel shall cease to be registered with the Vessel’s registry; 265 (viii) Commercial Invoice for the Vessel; 266 (ix) Commercial invoice(s) for bunkers, lubricating and hydraulic oils and greases; 267 (x) A copy of the Sellers’ counsel dated letter to their satellite communication provider canceling the 268 Vessel’s communications contract which is to be sent immediately after delivery of the 269 Vessel; 270 (xi) The Sellers’ letter of confirmation that to the best of their knowledge, the Vessel is not 271 black listed by any nation or international organization, and the Vessel has not touched the bottom or grounded since last dry docking. 272 (xii) Good Standing Certificate issued by the flag state within three (3) ten(10) Banking Days prior to delivery. 273 (xiii) Certificate of Incumbency issued by the flag state or Company Particulars Report download from Hong Kong registry within three (3) ten(10) Banking Days prior to delivery.( 274 (xiv) Buyers notify the Sellers of any such documents as soon as possible after the date of 275 this Agreement; and Any additional documents as may reasonably be required by the competent authorities of the Buyers' Nominated Flag State for the purpose of registering the Vessel,, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement but latest 10 banking days before the expected day of delivery 275 (b) At the time of delivery the Buyers shall provide the Sellers with: 277 (i) Evidence Original of the buyers’ BOD resolution confirming that all necessary corporate, shareholder and substantially other action has been taken by 278 the Buyers to authorise the execution, delivery and performance of this Agreement; and 279 (ii) Power of Attorney, of the Buyers appointing one or more representatives to act on behalf 280 of the Buyers in the form performance of the attached Exhibit K covering the matters discussed in such Exhibit this Agreement, duly notarially attested and such other matters legalised 281 or apositilled (as any Lender through the Administrative Agent may reasonably request; appropriate). (iii) copies, Articles of Incorporation of the Buyers certified as of true copy by the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents; Companies Director or Secretary; (iv) certificates Certificate of a Responsible Officer Incumbency or similar issued by the relevant authority with which the Buyers are incorporated, stating the names of the Borrower certifying Directors ad dated not more than ten (10) banking days before the names and true signatures expected time of delivery of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,Vessel.

Documentation. The Administrative Agent shall have received the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) all of the Borrower’s and its SubsidiariesBorrowers’ Proven Reserves and Oil and Gas Properties in connection therewithProperties, and each of the other Loan Documents, and all attached exhibits and schedules; (ii) a favorable opinion of (A) the Borrower’s, its Subsidiaries’ and the GuarantorsBorrowers’ counsel dated as of the date of this Agreement in form and substantially substance reasonably satisfactory to the Administrative Agent and the Lenders and covering such matters as the Administrative Agent may reasonably request and (B) the Borrowers’ local counsel in the form Louisiana dated as of the attached Exhibit K date of this Agreement in form and substance reasonably satisfactory to the Administrative Agent and the Lenders and covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iii) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of the each Borrower of (Aa) the resolutions of the Board board of Directors directors or managers (or other applicable governing body) of the such Borrower approving the Loan Documents to which the Borrower it is a party, (Bb) the articles or certificate (as applicable) of incorporation (or organization) and bylaws, limited liability company agreement, operating agreement, limited partnership agreement or other governing documents of the such Borrower, (C) the bylaws of the Borrower and (Dc) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the NoteNotes, and the other Loan Documents; (iv) certificates of a Responsible Officer of the each Borrower certifying the names and true signatures of the officers of the such Borrower authorized to sign this Agreement, the Notes, the Notices of Borrowing, the Notices of Conversion or Continuation, and the other Loan Documents to which the such Borrower is a party; (v) copiescertificates of good standing for each Borrower in each state in which each such Person is organized or qualified to do business, certified which certificate shall be dated a date not sooner than 10 days prior to the date of this Agreement; (vi) a certificate dated as of the date of this Agreement by from a Responsible Officer or of the secretary or an assistant secretary Borrower Representative on behalf of the Borrowers stating that (a) all representations and warranties of each Guarantor of Borrower set forth in this Agreement and the other Loan Documents are true and correct in all material respects; (Ab) no Default has occurred and is continuing; and (c) the resolutions conditions in this Section 3.01 have been met; (vii) appropriate UCC-1 and UCC-3, as applicable, Financing Statements covering the Collateral for filing by the Administrative Agent with the appropriate authorities and any other documents, agreements or instruments reasonably necessary to create an Acceptable Security Interest in such Collateral; (viii) casualty insurance certificates naming the Administrative Agent loss payee and liability insurance certificates naming Administrative Agent as additional insured and evidencing insurance which meets the requirements of this Agreement and the Board of Directors Security Instruments, and which is otherwise satisfactory to the Administrative Agent; (ix) the initial Engineering Report; and (x) such other documents, governmental certificates, agreements and lien searches as the Administrative Agent or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,any Lender may reasonably request.

Documentation. The Administrative Agent shall have received counterparts of this Agreement executed by the Borrower, the Parent and the Lenders, and the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, and, with respect to this Agreement, the Issuing Lender Notes (if required by a Lender), the Disclosure Letter and the Lenders, and, where applicableGuarantee and Collateral Agreement, in sufficient copies for each Lender: Lender (except for each Note, as to which one original of each shall be sufficient): (i) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) an executed copy of the Borrower’s Guarantee and its Subsidiaries’ Proven Reserves Collateral Agreement and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules; Disclosure Letter; (ii) a favorable opinion certificate from the Chief Executive Officer, President, Chief Financial Officer or Executive Vice President of the Borrower’s, its Subsidiaries’ and Parent on behalf of the Guarantors’ counsel Borrower dated as of the date Closing Date stating that as of the Closing Date (A) all representations and warranties of the Borrower and the Guarantors set forth in this Agreement and substantially the Credit Documents are true and correct in all material respects (except to the form extent that any representation or warranty that is qualified by materiality shall be true and correct in all respects); provided, to the extent that any representation and warranty specifically refers to a given date or period, it shall be true and correct in all material respects as of the attached Exhibit K covering the matters discussed in such Exhibit date or for such period; and such other matters as any Lender through the Administrative Agent may reasonably request; (B) no Default has occurred and is continuing; (iii) copies, certified a certificate of the Secretary of the Borrower dated as of the date of this Agreement by a Responsible Officer Closing Date certifying as of the Borrower of Closing Date to the extent applicable (A) the resolutions names and true signatures of the Board of Directors officers or authorized representatives of the Borrower approving authorized to sign the Loan Documents to which the Borrower is a partyCredit Documents, (B) resolutions of the certificate board of incorporation trustees of Parent, in its capacity as the general partner of the Borrower, (C) approving the bylaws transactions herein contemplated and of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvalsand other third party approvals and consents, if any, with respect to this Agreementthe transactions under the Credit Documents and each Credit Document to which it is or is to be a party, (C) a true and correct copy of the Noteorganizational documents of Borrower, and (D) a true and correct copy of the other Loan Documents; partnership agreement of the Borrower; (iv) certificates of a Responsible Officer certificate of the Borrower Secretary of the Parent dated as of the Closing Date certifying as of the Closing Date (A) the names and true signatures of the officers or authorized representatives of the Borrower Parent authorized to sign this Agreementthe Credit Documents, (B) resolutions of the Notesboard of trustees of Parent approving the transactions herein contemplated and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, Notices if any, with respect to the transactions under the Credit Documents and each Credit Document to which it is or is to be a party, (C) a true and correct copy of Borrowingthe organizational documents of Parent, Notices (D) a true and correct copy of Conversion or Continuationthe bylaws of the Parent, and (E) that the other Loan Documents to which Parent owns 100% of the Borrower is a party; general partner interests in the Borrower; (v) copies, certified a certificate of the Secretary of each of the Subsidiary Guarantors dated as of the date Closing Date certifying as of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of Closing Date to the extent applicable (A) the names and true signatures of officers, members or authorized representatives of each of the Subsidiary Guarantors authorized to sign the Credit Documents, (B) resolutions of the Board respective members of Directors (or other applicable governing body) each of such Guarantor the Subsidiary Guarantors, approving the Loan transactions herein contemplated and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to the transactions under the Credit Documents and each Credit Documents to which it is or is to be a party,, (C) a true and correct copy of the organizational documents of each of the Subsidiary Guarantors, and (D) a true and correct copy of the operating agreement of each of the Subsidiary Guarantors; (vi) a copy of a certificate of the Secretary of State (or equivalent authority) of the jurisdiction of incorporation, organization or formation of each of the Borrower, the Parent and each Subsidiary Guarantor, dated reasonably near (but prior to) the Closing Date, certifying (A) as to a true and correct copy of the charter, certificate of limited partnership, limited liability company agreement or other organizational document of such Person, and each amendment thereto on file in such Secretary’s office, and (B) that such Person is duly incorporated, organized or formed and in good standing or presently subsisting under the laws of the jurisdiction of its incorporation, organization or formation; (vii) a copy of a certificate of the Secretary of State (or equivalent authority) of each jurisdiction in which any of the Parent, the Borrower and each Guarantor Subsidiary owns or leases material property or in which the conduct of its business requires it to qualify or be licensed as a foreign corporation except where the failure to so qualify or be licensed could not reasonably be expected to result in a Material Adverse Change, dated reasonably near (but prior to) the Closing Date, stating with respect to each such Person that such Person is duly qualified and in good standing as a foreign corporation, limited partnership or limited liability company in such State and has filed all annual reports required to be filed to the date of such certificate; (viii) (A) a favorable written opinion of Sidley Austin LLP, as special counsel for the Borrower, the Subsidiary Guarantors and the Parent in a form and substance reasonably acceptable to the Administrative Agent, dated as of the Closing Date, and (B) a favorable opinion of ▇▇▇▇▇▇▇ LLP, as special counsel for Parent in a form and substance reasonably acceptable to the Administrative Agent, dated as of the Closing Date; (ix) any information or materials reasonably required by the Administrative Agent or any Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the USA Patriot Act (Title III of Pub. L. 107‑56 (signed into law October 26, 2001)) (the “Patriot Act”) and (ii) any applicable “know your customer” or similar rules and regulations, in each case, reasonably requested by such Lender in writing at least ten Business Days prior to the Closing Date; (x) a Solvency Certificate signed by the chief financial officer or another Responsible Officer of the Parent confirming the solvency of the Parent and its Subsidiaries on a consolidated basis after giving effect to the Closing Date Advance and the transactions contemplated by this Agreement; (xi) a Perfection Certificate signed by a Responsible Officer of the Parent with respect to the Parent, the Borrower and the Subsidiary Guarantors; and (xii) copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent with respect to each of the Loan Parties.

Documentation. The Administrative Agent and Farm Credit Mid-America, PCA shall have received each of the following duly executed by all the parties thereto, (each in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender:them): 135203899 (i) this AgreementAmendment, a Note payable to duly executed and delivered by the order of each Lender in the amount of its CommitmentBorrower, the GuarantiesGuarantors, the Pledge Agreement, Administrative Agent and the Security Agreements, Lenders agreeing to provide the Incremental 2020 Term Loans and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulesto extend their 364-Day Revolving Commitments; (ii) a favorable opinion of an Incremental 2020 Term Note for each Lender requesting the same, duly executed and delivered by the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iii) copiessuch documents and certificates relating to the organization, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws existence and good standing of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the authorization of the transactions contemplated by this Agreement, the Note, and the other Loan DocumentsAmendment; (iv) certificates of a Responsible Officer certificate of the Borrower certifying as to (A) the names and true signatures matters set forth in Section 4(a) below as of the officers date hereof and (B) the compliance by the Borrower with the covenants contained in Section 6.4 of the Borrower authorized Credit Agreement (on a pro forma basis reasonably acceptable to sign the Administrative Agent after giving effect to this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, Amendment and the other Loan Documents to which incurrence of Indebtedness contemplated hereby), duly executed and delivered by the Borrower is a partyBorrower; (v) copiesa written opinion of the Borrower’s counsel, certified addressed to the Administrative Agent and the Lenders, in respect of such matters related to this Amendment as the Administrative Agent and Farm Credit Mid-America, PCA shall request; (vi) an Increasing Lender Supplement, duly executed and delivered by the Borrower, the Administrative Agent and the Lenders agreeing to provide the Incremental 2020 Term Loans; (vii) a borrowing notice (in the form requested by the Administrative Agent) with respect to the Incremental 2020 Term Loans, duly executed and delivered by the Borrower; and (viii) a Payment Notice evidencing the reduction of the 364-Day Revolving Commitments effective as of the effective date of this Agreement Amendment to $100,000,000, duly executed and delivered by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,Borrower.

Documentation. The On or before the day on which the initial Borrowing is made or the initial Letters of Credit are issued, the Administrative Agent and the Lenders shall have received the following following, each dated on or before such day, duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender Agent and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, Agreement and all attached Exhibits and Schedules; (A) a Revolving Note by the Company payable to the order of each Lender with a Revolving Commitment in the amount of its Revolving Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules; (iiB) a favorable opinion Revolving Note by the Mexican Borrower payable to the order of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially each Lender with a Revolving Commitment in the form amount of 24% of its Revolving Commitment; and (C) a Term Note by the attached Exhibit K covering Company payable to the matters discussed order of each Lender with a Term Commitment in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestamount of its Term Commitment; (iii) the Swingline Note executed by the Company; (iv) the Guaranties described in Part I of Schedule 3.01(a)(iv); (v) the Pledge Agreements described in Schedule 3.01(a)(v), in each case together with stock certificates, stock powers executed in blank, UCC-1 financing statements, and any other documents, agreements, or instruments necessary to create an Acceptable Security Interest in such equity interests; (vi) the Security Agreements executed by each Material Domestic Subsidiaries (other than Pipelines, Inc.) granting to the Administrative Agent for the benefit of the Lenders a Lien in substantially all of the personal property of such Material Domestic Subsidiaries (other than personal property not subject to the Uniform Commercial Code and the MARAD Collateral) to secure the Obligations, in each case together with UCC-1 financing statements and any other documents, agreements, or instruments necessary to create an Acceptable Security Interest in such pledged collateral; (vii) certificates from the appropriate Governmental Authority certifying as to the good standing, existence and authority of each of the Loan Parties in all jurisdictions where reasonably required by the Administrative Agent; (viii) certificates from a Responsible Officer of the Company stating that (A) all representations and warranties of the Loan Parties set forth in the Credit Documents are true and correct in all material respects; (B) no Default has occurred and is continuing; and (C) the conditions in this Section 3.01 have been met; (ix) copies, certified as of the date of this Agreement Closing Date by a Responsible Officer of the Borrower appropriate Person of (A) the resolutions of the Board of Directors of the Borrower each Loan Party approving the Loan Credit Documents to which the Borrower it is a partyparty and the transactions contemplated thereby, (B) the articles or certificate (as applicable) of incorporation or other charter document and bylaws of the Borrowereach Loan Party, and (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the NoteNotes, and the other Loan Credit Documents; (ivx) certificates of a Responsible Officer of each of the Borrower Loan Parties certifying the names and true signatures of the officers of the Borrower Loan Parties authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, Borrowing and the other Loan Credit Documents to which the Borrower is such Loan Parties are a party; (vxi) copiescertificates of insurance from an insurance agent or insurer evidencing compliance with the requirements of Section 5.02 and the Security Documents; (xii) a favorable opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇, certified as L.L.P., counsel to the Company, substantially in the form of the date attached Exhibit M; (xiii) a certificate from the Company's chief financial officer addressed to the Administrative Agent and each of the Lenders, which shall be in form and in substance reasonably satisfactory to the Administrative Agent and shall state that, subject to the qualifications stated therein, after giving effect to the initial Borrowings contemplated under this Agreement by and the other Credit Documents, (i) on a Responsible Officer or pro forma basis, the secretary or an assistant secretary fair value and present fair saleable value of the Company's and each Guarantor of its Material Subsidiaries' assets would exceed its stated liabilities and identified Contingent Obligations; (Aii) the resolutions Company and each of its Material Subsidiaries should be able to pay their debts as they become absolute and mature; and (iii) the Board Company and each of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents its Material Subsidiaries will have sufficient capital to which engage in its business as management has indicated it is a party,now conducted; and (xiv) such other documents, governmental certificates and agreements as the Administrative Agent and the Lender may reasonably request.

Documentation. The Administrative Agent Lenders shall have received the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender Agent and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) substantially all of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties (other than the ▇▇▇▇▇▇▇ Shale Properties but including the Oil and Gas Properties to be acquired under the WO Energy Acquisition) in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules; (ii) a favorable opinion of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents; (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,, (B) the articles or certificate (as applicable) of incorporation (or organization) and bylaws of such Guarantor, and (C) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty, the Security Instruments, and the other Loan Documents to which such Guarantor is a party; (vi) a certificate of the secretary or an assistant secretary of each Guarantor certifying the names and true signatures of officers of such Guarantor authorized to sign the Guaranty, Security Instruments and the other Loan Documents to which such Guarantor is a party; (vii) a certificate dated as of the date of this Agreement from the Responsible Officer of the Borrower stating that the conditions in this Section 3.01 have been met; (viii) delivery by Borrower of evidence satisfactory to the Administrative Agent that, on or prior to the date hereof, a cash infusion of not less than $30,000,000 in the aggregate has been made to the Borrower in the form of common equity, Senior Debt or other types of capital acceptable to the Administrative Agent; appropriate UCC-1 and UCC-3, as applicable, Financing Statements covering the Collateral for filing with the appropriate authorities and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Collateral; (ix) stock certificates required in connection with the Pledge Agreements and stock powers executed in blank for each such stock certificate; (x) insurance certificates naming the Collateral Trustee loss payee or additional insured, as applicable, and evidencing insurance which meets the requirements of this Agreement and the Security Instruments, and which is otherwise satisfactory to the Administrative Agent; (xi) the initial Independent Engineer’s Report dated effective as of a date acceptable to the Administrative Agent; (xii) the Collateral Trust and Intercreditor Agreement; (xiii) copies, certified by a Responsible Officer of the Borrower, of all of the WO Energy Acquisition Instruments, together with all amendments, modifications or waivers thereto in effect on the Effective Date; and (xiv) such other documents, governmental certificates, agreements and lien searches as the Administrative Agent or any Lender may reasonably request.

Documentation. The Administrative Agent Agent’s receipt of the following, each of which shall have received the following duly be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by all a Responsible Officer of the parties theretosigning Loan 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, the Issuing Lender Agent and each of the Lenders, and, where applicable, in sufficient copies for each Lender: (i) executed counterparts of this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the U.S. Security Agreement and the U.S. Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules; (ii) Notes executed by the Borrowers in favor of each Lender requesting Notes; (iii) 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 require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a favorable opinion of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of Responsible Officer in connection with this Agreement and substantially the other Loan Documents to which such Loan Party is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in its jurisdiction of organization; (v) favorable opinions of counsel to the form of Loan Parties addressed to the attached Exhibit K covering Administrative Agent and each Lender, as to the matters discussed in such Exhibit concerning the Loan Parties and such other matters the Loan Documents as any Lender through the Administrative Agent may reasonably request; (iiivi) copies, certified as of the date of this Agreement [reserved]; (vii) a certificate signed by a Responsible Officer of the Borrower of Company certifying (A) that the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a partyconditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since December 31, 2018 that has had or could be reasonably expected to have, either individually or in the certificate of incorporation of the Borroweraggregate, a Material Adverse Effect and (C) the bylaws a calculation of the Borrower Consolidated Net Leverage Ratio as of the Closing Date; (viii) a certificate of the chief financial officer of the Company as to the Solvency of the Company and the Company and its Restricted Subsidiaries, taken as a whole, after giving effect to the transactions contemplated on the Closing Date and the Indebtedness incurred in connection therewith; (Dix) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and copies of the financing statements on file in such jurisdictions; (x) delivery of Uniform Commercial Code financing statements suitable in form and substance for filing in all places required by applicable Law to perfect the Liens of the Administrative Agent under the Collateral Documents as a first priority Lien as to items of Collateral in which a security interest may be perfected by the filing of financing statements, and such other documents evidencing and/or evidence of other actions as may be reasonably necessary corporate action under applicable Law to perfect the Liens of the Administrative Agent under such Collateral Documents as a first priority Lien (subject only to Permitted Liens) in and governmental approvalsto such other Collateral as the Administrative Agent may require including without limitation the delivery by the Loan Parties of stock or membership certificates, if any, with respect evidencing the Equity Interests pledged pursuant to this Agreementthe Collateral Documents and undated stock or transfer powers duly executed in blank; in each case to the extent such Equity Interests are certificated; and (xi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, each L/C Issuer, the Note, and the other Loan Documents; (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer Swing Line Lender or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,Lenders reasonably may require.

Documentation. The Documentation Agent or the Administrative Agent shall ------------- have received counterparts of this Agreement executed by the Borrower and the Banks, and the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative AgentAgents, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender:Bank (except with respect to the Property Security Documents, the Participating Lessee Documents, the Credit Card Agreements and the Depository Account Agreements with financial institutions other than the Cash Manager, the Financing Statements (Borrower), or the Financing Statements (Participating Lessee)): (i) this Agreementthe Notes, a Note payable to the order of each Lender in the amount of its Commitment, the all Guaranties, the Pledge Environmental Indemnity, the Irrevocable Direction to Pay Rent, the Security Agreement, the Security AgreementsMortgages, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, Credit Documents and all attached exhibits the Participating Lessee Documents which have been prepared for execution on the Effective Date and schedulesany related Financing Statements; (ii) a favorable opinion certificate from the Chief Executive Officer, President or Chief Financial Officer of the Borrower’s, its Subsidiaries’ General Partner on behalf of the Borrower dated as of the Effective Date stating that as of the Effective Date (A) all representations and warranties of the Borrower set forth in this Agreement and the Guarantors’ counsel Credit Documents are true and correct in all material respects; (B) no Default has occurred and is continuing; (C) the conditions in this Section 3.01 have been met or waived in writing; and (D) there are no claims, defenses, counterclaims or offsets against the Banks under the Credit Documents; (iii) a certificate of the Secretary or an Assistant Secretary of the General Partner on behalf of the Borrower and each Guarantor dated as of the date of this Agreement certifying as of the date of this Agreement (A) the names and true signatures of officers or authorized representatives of the general partner of the Borrower and such Guarantor authorized to sign the Credit Documents to which such Person is a party as general partner of such Person, (B) resolutions of the Board of Directors or the members of the general partner of such Person with respect to the transactions herein contemplated, (C) either (x) the copies of the organizational documents of the general partner of such Person delivered to the Banks are still true and correct and have not been amended or modified since such date or (y) copies of any modification or amendment to the organizational documents of the general partner of such Person made since such date, (D) a true and correct copy of the partnership agreement for such Person, and (E) a true and correct copy of all partnership authorizations necessary or desirable in connection with the transactions herein contemplated; (iv) a certificate of the Secretary or an Assistant Secretary of the Parent dated as of the date of this Agreement certifying as of the date of this Agreement (A) resolutions of the Board of Directors of such Person with respect to the transactions herein contemplated, and (B) the copies of the charter and bylaws of the Parent and any modification or amendment to the articles or certificate of incorporation or bylaws of the Parent made since such date; (v) a certificate of the Secretary or an Assistant Secretary of the general partner of the Participating Lessee on behalf of the Participating Lessee dated as of the date of this Agreement certifying as of the date of this Agreement (A) the partnership authorization of such Person with respect to the transactions contemplated by the Participating Leases and the Participating Lessee Documents, (B) the copies of the Partnership Agreement and any modification or amendment to the Partnership Agreement of the Participating Lessee made since such date; (vi) (A) one or more favorable written opinions of Battle ▇▇▇▇▇▇ L.L.P., special counsel for the Borrower, the Parent, and the Participating Lessee and their Subsidiaries, substantially in the form of the attached Exhibit K covering DD, in each case dated as of the matters discussed Closing Date and with such changes as the Agents may approve, (B) one or more favorable written opinions of Kane, Russell, ▇▇▇▇▇▇▇ & ▇▇▇▇▇, special Texas counsel for the Borrower, the Parent, and the Manager and their Subsidiaries, substantially in the form of the attached Exhibit EE, in each case dated as of the Closing Date and with such changes as the Agents may approve, (C) one or more favorable written opinions of the local counsel for the Borrower, the Parent, the applicable Participating Lessee and their Subsidiaries for each state in which a Hotel Property is located, substantially in the form of the attached Exhibit FF, in each case dated as of the Closing Date and with such changes as the Agents may approve, (D) one or more favorable written opinions of Ballard, Spahr, ▇▇▇▇▇▇▇ & Ingersoll, special Maryland counsel for the Parent, substantially in the form of the attached Exhibit GG, in each case dated as of the Closing Date and with such changes as the Agents may approve, (E) one or more favorable written opinions of McDonald, Hopkins, ▇▇▇▇▇ & ▇▇▇▇▇▇ Co., special Ohio counsel for 3100 Glendale Joint Venture, substantially in the form of the attached Exhibit HH, in each case dated as of the Closing Date and with such changes as the Agents may approve, (F) one or more favorable written opinions of ▇▇▇▇▇ & Lardner, special Wisconsin counsel for Madison Motel Associates, substantially in the form of the attached Exhibit II, in each case dated as of the Closing Date and with such changes as the Agents may approve, and (G) one or more favorable written opinions of McDonald, Carano, Wilson, McCune, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ &Hicks LLP, special Nevada counsel for the General Partner, substantially in the form of the attached Exhibit JJ, in each case dated as of the Closing Date and with such changes as the Agents may approve; (vii) a Borrowing Base Certificate dated as of May 31, 1997, each duly completed and executed by the Chief Financial Officer or Treasurer of the General Partner on behalf of the Borrower; and (viii) such other matters documents, governmental certificates, agreements, lien searches as any Lender through the Administrative either Agent may reasonably request; (iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents; (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,.