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 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 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 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 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, 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 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 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 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 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 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 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 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 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 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; (B) no Default or Event of Default has occurred and is continuing; (C) no Material Adverse Effect has occurred since December 31, 2016 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 party, 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, including Notices of Borrowing, Notices Borrowing and requests for Letters of Conversion or Continuation, and the other Loan Documents to which the Borrower is a partyCredit); (v) copies, certificate of good standing and existence for the Borrower certified as by the appropriate governmental officer in its jurisdiction of the date of this Agreement by formation; (vi) a Responsible Officer or the secretary or an assistant secretary favorable opinion of each Guarantor of (A) ▇▇▇▇▇ Lord LLP, counsel to the resolutions Borrower, and (B) ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, general counsel of the Board Borrower, each dated as of Directors the Closing Date and in form and substance reasonably satisfactory to the Administrative Agent; and (or vii) such other applicable governing body) of such Guarantor approving documents, governmental certificates, and agreements 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 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 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 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 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 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 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 ------------- 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, with respect to this Agreement, all Guaranties and the Lenders, and, where applicableEnvironmental Indemnity, in sufficient copies for each Lender: (i) this Agreement, a the Notes (including without limitation the Swingline Note payable to the order of each Lender in the amount of its CommitmentSwingline Lender), 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) Pledge Agreements executed by the Borrower, the Parent and the other Guarantors pledging to the Administrative Agent for the benefit of the Lenders, all Collateral, 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 pledged stock, limited liability interests and partnership interests, together with any other Security Documents; (iii) a favorable opinion certificate from a Responsible 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 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 or limited liability company that is either a Guarantor or a general partner 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 Parent and such other Persons with respect to the transactions herein contemplated, (C) either (x) the 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, (E) a true and correct copy of all partnership authorizations necessary or desirable in connection with the transactions herein contemplated, and (F) a true and correct copy of the Merger Agreement, the Intercompany Agreement, and all Material Credit Documents; (v) a certificate of the Secretary or an Assistant Secretary of AGH REIT certifying as of the date immediately preceding the date of the Merger (A) resolutions of the Board of Directors of such Person and the Borrower approving shareholders' vote with respect to the Loan Documents to which transactions contemplated in the Borrower is a partyMerger Agreement and the Registration Statements, and (B) the copies of the charter and bylaws of AGH REIT 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 approvals, if any, with respect AGH REIT made on or prior to this Agreement, the Note, and the other Loan Documentssuch date; (ivvi) certificates of a Responsible Officer certificate of the Borrower Secretary or an Assistant Secretary of CapStar 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 immediately preceding the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of Merger (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving Person and the Loan Documents shareholders' vote with respect to which it is the transactions contemplated in the Merger Agreement and the Registration Statements, and (B) the copies of the charter and bylaws of CapStar and any modification or amendment to the articles or certificate of incorporation or bylaws of CapStar made on or prior to such date; (vii) (A) one or more favorable written opinions of ▇▇▇▇▇▇▇, Diamond & Ash, special counsel for the Borrower, the Parent, and their Subsidiaries, in a party,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, (B) one or more favorable written opinions of Ballard, Spahr, ▇▇▇▇▇▇▇ & Ingersoll, special Maryland counsel for 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 (C) 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) a Compliance Certificate dated as of the Closing Date reflecting for the financial tests covered therein the pro forma financial performance for the Borrower for the Rolling Period ended June 30, 1998, together with a certificate of the pro forma balance sheet of the Parent as of the Closing Date assuming the Merger was consummated and the Existing CapStar Indebtedness to be Repaid had been repaid, duly completed and executed by the Chief Financial Officer or Treasurer of the Parent; (ix) evidence reasonable satisfactory to the Administrative Agent that the Merger and the other transactions contemplated by the Merger Agreement and the Registration Statements have been consummated in accordance with the terms of the Merger Agreement, all Legal Requirements and all corporate and partnership governance requirements; and (x) such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent 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 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 Original 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. 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 On or before the Effective Date, the Administrative Agent shall have received the following duly executed by all the applicable parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender Agent and the LendersBanks, and, and where applicable, in sufficient copies for each LenderBank: (i) this Agreement, Agreement and all its attached Exhibits and Schedules; (ii) a Note payable to the order of each Lender Bank in the amount of its Commitment; (iii) the Security Documents and all their attached Exhibits and Schedules, the Guarantiesincluding, without limitation, (A) the Pledge AgreementAgreements, (B) the Security Agreements, and (C) any amendments to the Mortgages encumbering at least 80% requested by the Administrative Agent; (by valueiv) the Guaranties; (v) stock certificates 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 or other transfer documents for each such certificate endorsed in blank to the Administrative Agent; (vi) appropriate UCC-1 or UCC-3 Financing Statements, if any, covering the Collateral for filing with the appropriate authorities; (vii) a certificate dated as of the Borrower’s Effective Date from a Responsible Officer stating that (A) all representations and its Subsidiaries’ Proven Reserves and Oil and Gas Properties warranties of the Borrower set forth in connection therewith, this Agreement and each of the other Loan Documents, Credit Documents to which it is a party are true and correct in all attached exhibits material respects; (B) no Default has occurred and schedulesis continuing; and (C) the conditions in this Section 3.01 have been met; (iiviii) a favorable opinion certificates of insurance naming the Borrower’sAdministrative Agent as loss payee or additional insured, its Subsidiaries’ and as applicable, evidencing insurance which meets the Guarantors’ counsel dated as of the date requirements 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 requestSecurity Documents; (iiiix) copies, certified a certificate of the secretary or assistant secretary of the General Partner certifying as of the date of this Agreement by a Responsible Officer of the Borrower of Effective Date (A) the resolutions of the Board of Directors existence of the Borrower approving and the Loan Documents to which the Borrower is a partyGeneral Partner, (B) the certificate of incorporation Borrower Partnership Agreement and the other organizational documents of the Borrower, (C) the bylaws General Partner’s Certificate of the Borrower Organization and Regulations, (D) the resolutions of the General Partner approving this Agreement, the Notes, the other Credit Documents, and the related transactions on behalf of the Borrower, and (E) all other documents evidencing other necessary corporate action and governmental approvalscorporate, partnership or limited liability company action, if any, with respect to this Agreement, the NoteNotes, and the other Loan DocumentsCredit Documents executed and delivered on or before the date hereof; (ivx) certificates a certificate of a Responsible Officer Secretary or an Assistant Secretary of the General Partner of the Borrower dated as of the Effective Date certifying the names and true signatures of the officers of the Borrower General Partner authorized to sign this Agreement, the Notes, the Notices of BorrowingBorrowing and the other Credit Documents on behalf of the Borrower; (xi) certificates of the secretary or assistant secretary of each of the Guarantors certifying as of the Effective Date (A) the organizational documents of such Guarantor, Notices (B) the resolutions of Conversion the governing body of such Guarantor approving this Agreement, the Guaranty, the other Credit Documents to which such Guarantor is a party, and the related transactions, and (C) all other documents evidencing other necessary corporate, partnership or Continuationlimited liability company action, if any, with respect to this Agreement, the Guaranty, and the other Loan Credit Documents to which the Borrower such Guarantor is a partyparty executed and delivered on or before the date hereof; (vxii) copies, certified certificates of a Secretary or an Assistant Secretary of each Guarantor dated as of the date of the initial Borrowing certifying the names and true signatures of the officers of such Guarantor authorized to sign this Agreement Agreement, the Guaranty and the other Credit Documents to which such Guarantors is a party on behalf of such Guarantor; (xiii) certificates of good standing, existence, and authority for the Borrower, the General Partner, the Limited Partner, and each of the Guarantors from each of the states in which the Borrower, the General Partner, the Limited Partner, and each of the Guarantors is either organized or does business; (xiv) results of lien and tax searches of the UCC Records of the Secretary of State of jurisdictions selected by a Responsible Officer or the secretary or an assistant secretary Administrative Agent and reflecting no Liens (other than Permitted Liens) against any of each Guarantor the Collateral other than in favor of the Administrative Agent; (xv) favorable opinions of (A) V▇▇▇▇▇ & E▇▇▇▇▇ L.L.P., outside Texas counsel to the resolutions Borrower, and (B) J▇▇▇ ▇▇▇▇▇▇, General Counsel of the Board Borrower, in each case dated as of Directors the Effective Date and in a form reasonably acceptable to Administrative Agent and covering the Borrower and the Guarantors; (xvi) the Financial Statements and the other financial statements or information described in Section 4.05; and (xvii) such other applicable governing body) of such Guarantor approving documents and agreements 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 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 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 Lender shall have received the following duly executed by all the parties theretoreceived, in form and substance satisfactory to it and its counsel, each of the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lenderfollowing 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 schedulesexcept for the Patent Assignment Agreement; (ii) a favorable opinion evidence that immediately upon funding Term Loan A the Consent Conditions will be met (subject to the requirements 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 requestSection 3.2); (iii) copiesfrom Borrower, a certificate of its secretary or assistant secretary dated as of the Funding Date as to: (A) resolutions of its Board of Directors then in full force and effect authorizing the execution, delivery and performance of each Loan Document to be executed by it; (B) its bylaws, a copy of which is attached; and (C) the incumbency and signatures of those of its officers authorized to act with respect to the Loan Documents to be executed by it; (iv) with respect to Borrower: (A) from the Secretary of State (or other appropriate governmental official) of its jurisdiction of incorporation, a good standing certificate and certified copy of its certificate of incorporation and (B) a certificate of good standing as a foreign corporation from the Secretary of State of each jurisdiction, if any, described in Section 6.1, in each case dated within five (5) Business Days of the Closing Date; (v) evidence of the insurance coverage and endorsements required by Section 7.13; (vi) formal approval of the transactions contemplated herein by Lender’s Investment Committee; (vii) an officer’s certificate of Borrower, certifying that the Limited Partnership Agreement of the SPE being entered into as of the date of this Agreement by a Responsible Officer of the Borrower of and hereof will (A) include provisions concerning the resolutions conduct of business of the SPE in the form attached hereto as Exhibit I (the “Conduct of Business Provisions”); and (B) prohibit amendment of the Conduct of Business Provisions without Lender’s consent; (viii) a certificate from 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 certifying that, in such Board of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this AgreementDirector’s good faith business judgment, the Note, and transactions contemplated by the other Loan DocumentsConsent Conditions do not constitute a sale of all or substantially all of Borrower’s assets; (ivix) certificates of a Responsible Officer evidence 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 partythird-party consents listed on Schedule 6.3; (vx) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor duly executed copy of (A) that certain release and (B) payoff letter from Silicon Valley Bank, along with any discharges of any financing statements pursuant to the resolutions of Code related to the Board of Directors Collateral; and (or xi) such other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,documents and information as Lender may reasonably require;

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 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 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 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 On or before the day on which the initial Advance is to be made or the initial Letter of Credit is to be issued, the Bank 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 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 GuarantiesNote, 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 schedulesa Federal Reserve Form U-1; (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’ Borrower in all jurisdictions where the Borrower is organized and does business 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 failure to so qualify could reasonably requestbe expected to cause a Material Adverse Change; (iii) certificates 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) all 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 of (A) the resolutions of the Board of Directors of the Borrower approving this Agreement, the Loan Documents to which Note, the Borrower is a partyPledge Agreement and the other Credit Documents, (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, the Pledge Agreement and the other Loan Credit Documents;. (ivv) 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 NotesNote, Notices of Borrowing, Notices of Conversion or Continuationthe Pledge Agreement, and the other Loan Documents to which the Borrower is a partyCredit Documents; (vvi) copies, certified as a favorable opinion of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions General Counsel of the Board Borrower, substantially in the form of Directors the attached Exhibit D; (or vii) all certificates evidencing the Pledged Shares and related stock powers in favor of the Bank, duly executed on behalf of the Borrower; and (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,Bank 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 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 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 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 Guaranties and 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 schedulesEnvironmental Indemnities; (ii) the Security Documents (or amendments thereto) to the extent applicable 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 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 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 and limited liability company 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 certifying as of the attached Exhibit K covering Effective Date (A) the matters discussed in such Exhibit names and true signatures of officers or authorized representatives of the Parent and such other matters 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 Parent and such other Persons with respect to the transactions herein contemplated, (C) either (x) the copies of the organizational documents of the Parent, the Borrower 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, the Borrower or any such other Persons made since such date, and (D) a true and correct copy of all partnership, corporate or limited liability company authorizations necessary or desirable in connection with the transactions herein contemplated; (v) (A) one or more favorable written opinions of D▇▇▇▇▇▇, 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 any Lender through of the Effective Date and with such changes as the Administrative Agent may approve, and (B) such other legal opinions as either of the Administrative Agent shall reasonably request, in each case dated as of the Effective Date and with such changes as the Administrative Agent may approve; (vi) a Compliance Certificate dated as of the Effective Date reflecting for the Financial Covenants for the Rolling Period ended September 30, 2006 (on a pro forma basis adjusting for the refinancing and remortgaging to the Lenders of the Concord Property), duly completed and executed by the Chief Financial Officer or Treasurer of the Parent; and (vii) such other documents, governmental certificates, agreements, lien searches as 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 Bank shall have received the following duly executed by all the parties theretoreceived, in form and substance satisfactory to Bank, each of the Administrative Agentfollowing, duly executed by the Issuing Lender and Credit Parties thereto (other than the Lenders, and, where applicable, in sufficient copies for each Lender:Bank): (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 the Line 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 requestCredit Note; (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 Term 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 Security Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copiesthe Pledge Agreement; (vi) the Guaranty; (vii) the Deeds of Trust; (viii) the Subordination Agreements; (ix) a “pay-off” letter with respect to the Existing B of A Indebtedness executed by a duly authorized officer of the Bank of America, N.A. and all other signatories thereto; (x) such evidence as the Bank may reasonably require to verify that each Credit Party is duly organized or formed, validly existing, in good standing and qualified to engage in business in each jurisdiction in which it is required to be qualified to engage in business, including copies of each Credit Party’s organizational documents, certificates of existence, certificates of good standing and/or qualification to engage in business and tax clearance certificates, certified by an officer of the Credit Party; (xi) such certificates of resolutions or other action, incumbency certificates and/or other certificates of officers of the Credit Parties on behalf of such parties as Bank may require to establish the identities of and verify the authority and capacity of each such officer thereof; (xii) a Borrowing Base Certificate evidencing that after provision for refinancing of the Existing B of A Indebtedness, there will exist availability as determined under the Borrowing Base; (xiii) lien searches with respect to the Collateral in form and substance acceptable to Bank in its sole discretion; (xiv) a certificate signed by the responsible officer of Borrower certifying (i) that the conditions specified in Section 3.2(a) hereinbelow have been satisfied, (ii) setting forth in form and detail satisfactory to Bank a calculation (A) of the current ratio of Funded Debt to EBITDA as of the date Closing Date, (B) a calculation showing a “Fixed Charge Coverage Ratio” (hereinafter defined) of this Agreement not less than 1.5 to 1 as of the Closing Date; (C) a calculation of “Balance Sheet Leverage” (hereinafter defined) of not less than 6.25 to 1.0 as of the Closing Date and (D) A “Tangible Net Worth” (hereinafter defined) of not less than $7,500,000 as of the Closing Date and (iii) that no Event of Default or event or circumstance which with the passage of time, giving of notice or both would become an Event of Default has occurred; (xv) landlord waivers or subordinations executed by a Responsible Officer the owner of any property not owned by Borrower on or the secretary or an assistant secretary of each Guarantor of in which Collateral is located; (Axvi) the resolutions originals of all stock certificates described in Section 3 of the Board Pledge Agreement, together with executed stock powers for each; (xvii) such other documents, certificates, reports and evidence of Directors (other circumstances, events or actions as Bank may reasonably require in connection with the transactions contemplated hereby or by the other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,Documents.

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 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 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 the following following, duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Term Lenders, and, where applicable, in sufficient copies for each Lender: (i) i. this AgreementAmendment, a any Note if requested by any Term Lender payable to the order of each Lender it in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) Pro Rata Share of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, Fourth Advance and all attached exhibits and schedulesschedules hereto and thereto; (ii. customary opinion(s) a favorable opinion of the Borrower’s, its Subsidiaries’ and the GuarantorsCredit Parties’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K Amendment, covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent Term Lenders may reasonably request; (iii) copies, certified . the Fourth Advance Closing Payment Letter; iv. certificates of a Responsible Officer of each Credit Party as of the date of this Agreement by a Responsible Officer of the Borrower of Amendment (A) attesting to the resolutions of the Board of Directors or other governing body of such Credit Party approving the Borrower approving execution, delivery and performance of the Loan Documents to which the Borrower such Credit Party is a party, (B) certifying and attaching the certificate Organizational Documents of incorporation of the Borrower, such Credit Party (C) the bylaws of the Borrower certifying to and (D) attaching all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this AgreementAmendment, the any Note, and the other Loan Documents; Documents and (ivD) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower such Credit Party, if applicable, authorized to sign this AgreementAmendment, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, any Notes and the other Loan Documents to which the Borrower such Credit Party is a party; (v) copies, certified v. a certificate dated as of the date of this Agreement by a Amendment from the Responsible Officer or of the secretary or an assistant secretary of each Guarantor of Borrower stating that (A) all representations and warranties of each Credit Party set forth in the resolutions Credit 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 as of such earlier date or time and except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Change” shall be true and correct in all respects); (B) as of the Board date of Directors this Amendment, no Default has occurred and is continuing; and (C) the conditions in Section 3.2 of the Credit Agreement and in this Amendment have been satisfied; vi. certificates of good standing for each Credit Party in each jurisdiction in which such Credit Party is organized, which certificate shall be dated as of a date within five (5) days prior to the Effective Date; vii. certificates of good standing for each Credit Party in each jurisdiction in which such Credit Party is qualified to do business (other than as covered in clause (vi) immediately above), where its failure to be duly qualified or licensed would cause a Material Adverse Change, which certificates shall be dated as of a date within five (5) days prior to the Effective Date; viii. a funds flow agreement dated as of even date hereof by and between the Administrative Agent and the Credit Parties, in form and substance satisfactory to Lenders (“Funds Flow Agreement”); and ix. 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 or the Term Lenders 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 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 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 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 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 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 an Amended and Restated Revolving Note and an Amended and Restated Term Note payable to the order of each Lender Bank in the amount of its CommitmentRevolving Commitment and outstanding principal amount of Term Advances as of the Effective Date, respectively, the Guaranties, the Limited Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages Amendments to each of the existing 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 of directors or other equivalent managing body of such Guarantor authorizing the 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 Agreements 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 insurance consultants or brokers satisfactory to the Agent; (x) certified copies of each of the Reorganization Documents, each certified as of the Effective Date by a Responsible Officer of the Borrower (A) as being true and correct copies of such documents as of the Effective Date, (B) that to the knowledge of such Responsible Officer as having been duly authorized by the Board of Directors of the Borrower, as managing general partner of the Partnership, and by Double R, as special general partner of the Partnership, and (or other applicable governing bodyC) that to the -43- knowledge of such Guarantor approving Responsible Officer as having been duly executed and delivered by the Loan Borrower, as managing general partner of the Partnership, and by Double R, as special general partner of the Partnership; (xi) certified copy of the Rescission Documents to which it is each certified as of the Effective Date by a party,Responsible Officer of the Borrower (A) as being true and correct copies of such documents as of the Effective Date, (B) as having been duly authorized by the Board of Directors of the Borrower, as managing general partner of the Partnership, and by the managing general partner of Partners and (C) as having been duly executed and delivered by the Borrower, as managing general partner of the Partnership, and by the managing general partner of Partners; and (xii) 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, 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;

Documentation. The Administrative Agent Purchasers shall have received received, on or prior to the following Closing Date, the following: (1) the Notes, duly executed on behalf of the Company and dated the Closing Date, each of which shall be reasonably satisfactory in form and substance to the Purchasers; (2) the Warrant Certificates, duly executed on behalf of the Parent and dated the Closing Date, each of which shall be reasonably satisfactory in form and substance to the Purchasers; (3) the Guarantee, duly executed on behalf of the Guarantors and dated the Closing Date which shall be reasonably satisfactory in form and substance to the Purchasers; (4) an executed copy of the Fourth Amendment to the Credit Agreement, and such Fourth Amendment to the Credit Agreement shall be in effect in all respects and there shall be in existence no default or event of default under the Credit Agreement; (5) a certificate of the Secretary of each of the Company, the Parent and the Guarantors, dated as of the Closing Date, certifying as to (i) the incumbency of the officers of the Company, the Parent or the Guarantors, as the case may be, executing the Transaction Documents and all other documents executed and delivered in connection herewith; (ii) the organizational documents of the Company, the Parent and the Guarantors, as the case may be, as in effect on and as of the Closing Date, and (iii) resolutions of the board of directors of the Company, the Parent and the Guarantors, as the case may be, authorizing and approving the execution, delivery and performance of the Transaction Documents and any other documents, instruments and certificates required to be executed by the Company, the Parent or the Guarantors in connection herewith or therewith and all of the parties theretotransactions contemplated hereby or thereby, and stating that the transactions so contemplated comply with Section 4.03 of the Indenture, each certified as of the Closing Date by the secretary of the Company, the Parent and the Guarantors, as the case may be, as being in full force and effect without modification or amendment; (6) a certificate executed by the chief executive officer or president of each of the Company and the Parent, dated as of the Closing Date, certifying as to (i) the truth and correctness of the Company's or the Parent's, as the case may be, representations and warranties contained herein as of the Closing Date and (ii) the fulfillment of the conditions to the Company's or the Parent's, as the case may be, obligations under this Agreement set forth in Sections 4.5 and 4.6 of this Agreement; (7) a duly executed counterpart of this Agreement; (8) an opinion of King & Spalding, counsel to the Company, in form and substance reasonably satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, Fund; and, where applicable, in sufficient copies for each Lender: (i9) this Agreementa copy of a fairness opinion given by Valuation Research Corporation, a Note payable as 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) fairness of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties transactions contemplated by the Transaction Documents in connection therewith, and each accordance with Section 4.03 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,Indenture.

Documentation. The Administrative Agent or the Collateral Agent, as appropriate, shall have received the following following, each dated as of the Closing Date unless otherwise indicated below, duly executed (as appropriate) by all the parties thereto, each in form and substance reasonably satisfactory to the Administrative Agent or the Collateral Agent, as the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lendercase may be: (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 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 the Security Agreement and each other Security Document set forth on Schedule (iv) the Second Lien Intercreditor Agreement and the Third Lien Subordination and Intercreditor Agreement; (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 Parties 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, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); provided that any representation and warranty qualified by “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects; (B) no Default has occurred and is continuing; and (C) the conditions in this Section 3.01 to be performed or complied with by the Loan Parties on or before the date hereof have been performed or complied with as of the date hereof; (vi) a certificate of the Secretary or Assistant Secretary or other appropriate officer of each Loan Party dated as of the Closing Date and certifying (A) that attached thereto is a true and complete copy 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 or other functional equivalent of the jurisdiction of its organization, if available, (B) that attached thereto is a true and complete copy of the by-laws or other functional equivalent of such Loan Party as in effect on the Closing Date, (C) 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 person 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 (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; (vii) a certificate of another officer dated as of the Closing Date as to the incumbency and specimen signature of the Secretary or Assistant Secretary or such other officer executing the certificate pursuant to (vi) above; (viii) certificates from the appropriate Governmental Authority certifying as of a recent date as to the good standing, existence and authority of each of the Loan Parties in all jurisdictions where required by the Administrative Agent, to the extent such certificates are available in such jurisdictions; (ix) a favorable opinion dated as of the Closing Date of ▇▇▇▇, Gotshal & ▇▇▇▇▇▇ LLP, New York counsel to the Loan Parties; (x) a favorable opinion dated as of the Closing Date of [▇▇▇▇▇▇ and ▇▇▇▇▇▇], Cayman Islands counsel to the Loan Parties; (xi) a favorable opinion dated as of the Closing Date of [▇▇▇▇▇ ▇▇▇▇▇], Bahamian counsel to the Loan Parties; (xii) a favorable opinion dated as of the Closing Date of [▇▇▇▇▇▇ & ▇▇▇▇▇▇], Panamanian counsel to the Loan Parties; (xiii) a favorable opinion dated as of the Closing Date of [▇▇▇▇, ▇▇▇▇▇▇ & Partners Law Firm], Hungarian counsel to the Loan Parties; (xiv) a favorable opinion dated as of the Closing Date of [Huessen], Netherlands counsel to the Loan Parties; (xv) a favorable opinion dated as of the Closing Date of [Azmi & Associates], Malaysian counsel to the Loan Parties; (xvi) a favorable opinion dated as of the Closing Date of [▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLC], Cyprus counsel to the Loan Parties; (xvii) a favorable opinion dated as of the Closing Date of [▇▇▇▇▇▇▇ & Partners Law Firm], Indonesian counsel to the Loan Parties; (xviii) a favorable opinion dated as of the Closing Date of [D&B ▇▇▇▇▇ si Baias S.C.A.], Romanian counsel to the Loan Parties; (xix) [a favorable opinion dated as of the Closing Date of [ ● ], Singaporean counsel to the Loan Parties;] (xx) a certificate from the chief financial officer of the Borrower dated as of the Closing Date addressed to the Administrative Agent regarding the matters set forth in Section 4.19; (xxi) acknowledgment from [CT Corporation] as of the Closing Date with respect to its irrevocable appointment by each Loan Party pursuant to Section 10.14(b); and (xxii) all documentation and other information which the Administrative Agent or any Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act.

Documentation. The Administrative Agent shall have received the following following, duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, Agent and (except for the Issuing Lender and the Lenders, and, where applicable, 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 Guaranty by each of the Borrower’s's Domestic Subsidiaries, including Maxxim Delaware (other than the Dormant Subsidiaries and the Target and 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 a Pledge Agreement executed (A) by the Borrower pledging 100% of the date capital stock of this Agreement Maxxim Delaware; (B) by Maxxim Delaware pledging 100% of the capital stock of its Domestic Subsidiaries (other than the Dormant Subsidiaries and the Target) and 65% of the capital stock of its Material Foreign Subsidiaries; and (C) by each Foreign Subsidiary pledging 65% of the capital stock of its Material Foreign Subsidiaries and the stock certificates pledged in accordance with each such Pledge Agreement; (iv) the Security Agreements executed by the Borrower and each of the Borrower's Domestic Subsidiaries (other than the Dormant Subsidiaries and the Target and its Subsidiaries) and appropriate UCC-1 and UCC-3 financing statements covering the Collateral for filing with the appropriate authorities; (v) evidence of arrangements by the Borrower for the payment of all recording, documentation or stamp taxes due in connection with the filing and recordation of the Security Documents; (vi) certificates of insurance covering the Borrower's Properties meeting the requirements of Section 5.12; (vii) a Responsible certificate from the Chief Executive Officer, President or Chief Operating Officer of the Borrower dated as of the Effective Date stating that as of such date (A) all representations and warranties of the Borrower set forth in this Agreement are true and correct and (B) no Default has occurred and is continuing; (viii) copies, each certified by a Secretary or Assistant Secretary of the appropriate Person, (A) of the resolutions of the Board of Directors of the Borrower each Credit Party that is party to a Credit Document approving the Loan Credit Documents to which the Borrower it is a party, party and (B) of the articles or certificate of incorporation of the Borrower, (C) the and bylaws of the Borrower each such Credit Party 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 Credit Documents to which the Borrower it is a party; (vix) copies, certified a certificate of the Secretary or an Assistant Secretary of each Credit Party that is party to a Credit Document dated as of the date of this Agreement by a Responsible Officer or certifying as of the secretary or an assistant secretary date of this Agreement the names and true signatures of officers of each Guarantor of (A) such Credit Party authorized to sign the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Credit Documents to which it is a party,; (x) an opinion of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, the Borrower's special New York counsel, and ▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇, the Borrower's special Texas counsel, in form reasonably acceptable to the Agent together substantially covering the items listed in the attached Exhibit I and an opinion of ▇▇▇▇▇▇▇▇, Loop & ▇▇▇▇▇▇▇▇ LLP, the Borrower's special Florida counsel, in form reasonably acceptable to the Agent substantially covering the items listed in the attached Exhibit J; and (xi) such other documents, governmental certificates, agreements, and lien searches as the Agent or any Bank may reasonably request.

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,.

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, and new Mortgages encumbering or reaffirmation of existing Mortgages which collectively (A) encumber at least 8085% (by value) of all of the Borrower’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 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 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 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 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 (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, 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); 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 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, ; (ii) a Subordinated Note payable to the order of each Lender in the amount of its Commitment, (iii) a Second Security Agreement executed by the Guaranties, Borrower and each of its Subsidiaries; (iv) a Second Pledge Agreement executed by ▇▇▇▇▇▇▇ Exploration and the Pledge Agreement, General Partner; (v) the Security Agreements, Second Mortgage Amendments and any additional Second Mortgages encumbering at least 80% that may be required pursuant to Section 5.11; (by valuevi) copies of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith's insurance policies that name the Senior Agent as loss payee or additional insured, as applicable, and each of the other Loan DocumentsAgent as additional insured, certified by the Borrower's insurance broker as true and correct copies thereof, and all attached exhibits and scheduleswhich are otherwise satisfactory to the Agent; (iivii) a favorable opinion of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date Closing Date of this Agreement ▇▇▇▇▇▇▇▇ & Knight L.L.P., counsel to the Credit Parties, in form and substantially in substance satisfactory to the form of the attached Exhibit K Agent covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iiiviii) a favorable opinion dated as of the date of the Closing Date of ▇▇▇▇▇▇▇▇ & ▇▇▇▇, P.C., Oklahoma counsel to the Credit Parties, in form and substance reasonably satisfactory to the Agent; (ix) 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 (on behalf of the Borrower) of (A) the resolutions of the Board of Directors applicable governing body of the Borrower approving the Subordinated 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 NoteSubordinated Notes, the Subordinated Security Instruments 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 Subordinated Loan Documents to which the Borrower is a party; (vx) certificates of a Responsible Officer or the secretary or an assistant secretary of the General Partner certifying the names and true signatures of the officers of the General Partner authorized to sign on behalf of the Borrower this Agreement, the Subordinated Notes, the Subordinated Security Instruments and the other Subordinated Loan Documents to which the Borrower is a party; (xi) 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 Subordinated 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 Subordinated Security Instruments, and the other Subordinated Loan Documents to which such Guarantor is a party; (xii) 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 Subordinated Security Instruments and the other Subordinated Loan Documents to which such Guarantor is a party; (xiii) 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 Agent; (xiv) 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; (xv) the Intercreditor and Subordination Agreement; (xvi) results of lien, tax and judgment searches of the UCC Records of the Secretary of State and applicable counties of the States of Delaware, Oklahoma and Texas from a source acceptable to the 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 Agent, other than Permitted Liens; (xvii) 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; (xviii) the Side Letter Agreement; and (xix) such other documents, governmental certificates, agreements and lien searches as the 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 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,, (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 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 Engineer’s Report dated effective as of a date acceptable to the Administrative Agent; (xii) the Subordination and Intercreditor Agreement; (xiii) such other documents, governmental certificates, agreements and lien searches as the Administrative Agent or any Lender may reasonably request.

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 Lender shall have received the following duly executed by all the parties theretoreceived, in form and substance satisfactory to it, each of the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lenderfollowing 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 DocumentsDocument to which Borrower is a party, and all attached exhibits and schedulesduly executed by Borrower which shall be original unless otherwise specified; (ii) from Borrower, a favorable opinion certificate of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel secretary or assistant secretary dated as of the date hereof as to: (A) resolutions of this Agreement its board of directors then in full force and substantially in effect authorizing the form execution, delivery and performance of each Loan Document to be executed by it; (B) its bylaws, a copy of which is attached; and (C) the attached Exhibit K covering incumbency and signatures of those of its officers authorized to act with respect to the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestLoan Documents to be executed by it; (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 from Borrower, (C) from the bylaws British Columbia Registrar of the Borrower Companies, a good standing certificate 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 Documentscertified copy of its articles of incorporation; (iv) certificates from Holdings, a certificate of a Responsible Officer its secretary or assistant secretary dated as of the Borrower certifying date hereof as to: (A) resolutions of its board of directors then in full force and effect authorizing the names execution, delivery and true performance of each Loan Document to be executed by it; (B) its bylaws, a copy of which is attached; SWVP-018538 - 30 - 79351-0004/LEGAL23242297.11 and (C) the incumbency and signatures of the those of its officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other act with respect to each Loan Documents Document to which the Borrower is a partybe executed by it; (v) copiesfrom Holdings, from the British Columbia Registrar of Companies, a good standing certificate and certified copy of its articles of incorporation; (vi) from Curis Arizona, a certificate of its secretary or assistant secretary dated as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of hereof as to: (A) the resolutions of its board of directors then in full force and effect authorizing the Board execution, delivery and performance of Directors each Loan Document to be executed by it; (or other applicable governing bodyB) its bylaws, a copy of such Guarantor approving which is attached; and (C) the incumbency and signatures of those of its officers authorized to act with respect to each Loan Documents Document to which it is a party,be executed by it;

Documentation. The Administrative Agent In exchange for payment of the Cash Part of the Purchase Price, the Sellers shall have received furnish the Buyers with the following original (unless otherwise stated) delivery documents: a) Six (6) legal Bills of Sale (four (4) original and two (2) certified copies) transferring title of ownership to the vessel from the Sellers to the Buyers, free of all encumbrances, mortgages, maritime liens, claims, taxes and any other debts whatsoever, legalised; b) Minutes of a Joint Meeting of the Board of Directors and of the Shareholders (represented by proxy) of the Sellers authorising/approving the Memorandum of Agreement and all the other terms of the sale of the vessel to the Buyers, as well as the Bareboat Charter and all documents to be executed thereunder and hereunder, authorising the issuance of the Power of Attorney per (d) herebelow and empowering a person or persons to sign/execute all documents necessary for the sale (including without limitation the Bill of Sale) and the chartering of the Vessel under the Barebo▇▇ ▇harter. Such Minutes to be signed by all the Directors of the Sellers and by the Shareholders' proxy and all their signatures to be legalised; c) Power of Attorney in- favour of the signatory(ies) of the Bill of Sale and of all other documents required for the sale a▇▇ ▇elivery of the Vessel to the Buyers as well as of the Bareboat Charter and all documents to be executed thereunder and hereunder, legalised; d) Copies of the up-to-date Articles of Incorporation, By-Laws, Transfer of Subscription and all organisational Meetings evidencing the Sellers' current Directors per (b) above, certified as true by a Director of the Sellers or their lawyer, e) Certificate of Incumbency issued by the Sellers' Secretary, stating the Directors of the Sellers to match those per (b) above legalised; f) Certificate of Good Standing of the Sellers, issued by the competent Liberian authority, dated not more than 20 days prior to delivery; g) Should any Director or Shareholder of the Sellers be a corporate entity, duly executed proxy in favour of the person representing same duly certified as a true copy by the Seller's lawyers; h) Certificate of permission for transfer of ownership of the vessel to the Buyers confirming also that there are no outstanding fees, taxes and charges in respect of the Vessel towards Liberian authorities issued by Liberian Deputy Commissioner for Maritime Affairs and dated not more than 20 days prior to delivery; i) Certificate dated the date of delivery of the vessel to the Buyers and issued by a Liberian Deputy Commissioner for Maritime Affairs showing the vessel registered in the ownership of the Sellers free from any registered encumbrances and mortgages; j) Letter signed by a duly authorised attorney of the Sellers, confirming and warranting that, to the best of Sellers' knowledge, the Vessel is not blacklisted or boycotted by any state, country, trade or organization or the United Nations. k) Class Maintenance Certificate issued by the vessel's Classification Society confirming that the vessel maintains her Class without any condition/ recommendation, dated not more than 3. running. days prior to the date of delivery of the vessel to the-Buyers; l) Certified copy of the Certificate of Registry and original International Tonnage Measurement Certificate of the vessel; m) Without prejudice to paragraph (m) hereinabove, the Sellers shall arrange for the Vessel's Classification Society to forward to LISCR, Virginia, USA the following: i) Certificate of Confirmation of Class dated not more than ten (10) running days prior to the date of delivery; and ii) A Statement or Affidavit regarding status of class, statutory certification and seaworthiness of the vessel (which should reach the Liberian authorities at least ten (10) days prior to the date of delivery); n) The last Special Survey Report and copies of the existing statutory certificates; o) The Vessel's CSR together with notification to the Liberian Registry concerning the transfer of ownership; p) Copies of DOC, SMC, ISSC and SSP and any other documents which may be required by the Liberian Registry for the purpose of registering the Buyers' title thereto; q) The Bareboat Charter duty executed; r) The Management Agreements governing the technical and the commercial management of the Vessel upon delivery thereof to the Sellers under the Bareboat Charter, duly executed by the managers; s) A guarantee agreement (the "Charter Guarantee") by TOP TANKERS INC. of the Marshall Islands (the "Charter Guarantor"), guaranteeing as prime ob▇▇▇▇▇ and not as surety only, all the parties thereto, obligations of the Sellers as charterers under the Bareboat Charter and being otherwise in form and substance satisfactory terms acceptable 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 schedulesBuyers; (iit) Minutes of 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 Meeting of the Board of Directors of the Borrower approving Charter Guarantor authorising the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation execution of the BorrowerCharter Guarantee and all documents to be executed thereunder, (C) authorising the bylaws issuance of the Borrower Power of Attorney per (w) herebelow and (Dempowering a person or persons to sign/execute all relevant documents. Such Minutes to be signed by all the Directors of the Charter Guarantor and all their signatures to be legalised; u) Power of Attorney in favour of the signatory(ies) of the Charter Guarantee and of all other documents evidencing other necessary corporate action and governmental approvalsto be executed thereunder, if any, with respect to this Agreement, the Note, and the other Loan Documentslegalised; (ivv) certificates of a Responsible Officer Copies of the Borrower certifying the names up-to-date Articles of Incorporation and true signatures By-Laws of the officers Charter Guarantor, certified as true by a Director thereof or their lawyer; w) Certificate of Incumbency issued by the Charter Guarantor's Secretary, stating the Directors of the Borrower authorized Charter Guarantor 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; match those per (v) copiesabove legalised; x) Certificate of Good Standing of the Charter Guarantor, certified issued by the competent Marshall Islands authority and dated not more than 20 days prior ▇▇ ▇▇▇ivery; y) The Collateral Guarantees, the assignment of sub-charters and all other security documents as provided in Clause 32 of the Bareboat Charter; z) A joint Protocol of Delivery and Acceptance under this Agreement as well as under the Bareboat Charter duly signed by the respective parties. aa) The inventory list referred into Clause 9 of the Bareboat Charter in form and substance acceptable to the Buyers. bb) The letter referred into Clause 11. All documents Should be in original form unless otherwise stated hereinabove and should be in the English language or accompanied by an official translation into English. Sellers to provide Buyers with drafts of items a, b, c, e, g, j, t, u, w, z and bb for Buyers' approval prior to execution at least three (3) days prior to delivery and with copies of all documents duly executed and legalized (where appropriate) not later than the date of this Agreement tendering the final Notice of Readiness, with the exception of items i, q, r, s, y and z which will be produced on the date of delivery. When a document is required to be legalized, the document may be legalized either by a Responsible Officer Liberian Consul (when related to the Sellers) or by a Marshall Islands Consul or Special agent (when related to the secretary C▇▇▇▇▇▇ ▇uarantor) or an assistant secretary by way 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,notarization/apostille.

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 On or before the day on which the initial Borrowing is made or the initial Letters of Credit are issued, the Administrative 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 March 4, 1999, between the date of this Agreement Borrower 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(such letter agreement to be delivered only to the Administrative Agent); (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 or Managers, as applicable, of the Borrower and each of its Subsidiaries (other than the Trust Subsidiary) 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 (other than the Trust Subsidiary) 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 and Lenders shall have received the following documents, each duly executed by all and delivered to the parties theretoLenders and the Agent, and each to be satisfactory in form and substance satisfactory to the Administrative Agent, the Issuing Lender Agent and the Lenders, and, where applicable, in sufficient copies for each Lenderits counsel: (i) a certificate of the Secretary of each Obligor certifying (a) that attached thereto is a true and complete copy of the Articles or Certificate of Incorporation of such Obligor as in effect on the date of such certification, or that such Certificate of Incorporation has not been amended, restated, supplemented, or otherwise modified since August 13, 1999; (b) that attached thereto is a true and complete copy of the bylaws of such Obligor, as in effect on the date of such certification, or that the bylaws in effect on such date of certification have not been amended, restated, supplemented or otherwise modified since August 13, 1999; (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 AgreementAmendment and/or the other instruments, a Note payable documents, or agreements delivered pursuant hereto; and (d) as to the order incumbency and genuineness of the signatures of the officers 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 Obligor executing this Amendment or any of the other Loan Documentsinstruments, and all attached exhibits and schedulesdocuments, or agreements executed pursuant hereto; (ii) a favorable Certificates as to No Default and Related Matters from the Obligors, executed by an officer of each of the Obligors; (iii) An opinion of counsel to the Borrower’s, its Subsidiaries’ Obligors as to the enforceability of this Amendment and the Guarantors’ counsel dated Amendment Documents and as to such other matters as the Agent may require; (iv) such acknowledgments, reaffirmations and consents as the Agent may require in respect of any guarantors of the Secured Obligations or any Subordinated Debt; and (v) such other documents as the Agent or the Lenders may reasonably request. Once all the conditions precedent set forth above have been fulfilled, this Amendment will be deemed effective 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,fulfillment.

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 Collateral 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, if requested by such Lender, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiariesthe Guarantors’ Proven Reserves and associated Oil and Gas Properties in connection therewith, and each the Indenture Intercreditor Agreement, assignments of the mortgages and deeds of trust in effect under the Existing Credit Agreement (other Loan Documentsthan the deed of trust encumbering the Oil and Gas Properties located in ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇ County, Texas) necessary to effectuate, or reflect of public record, the Collateral Agent as the beneficiary or mortgagee, as applicable, under such mortgages and deeds of trust, and all attached exhibits and schedules; (ii) a favorable opinion of 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 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 or articles 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, 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 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 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) 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; (viii) certificates evidencing the Equity Interests, if any, required in connection with the Pledge Agreements and powers executed in blank for each such certificate; (ix) insurance certificates naming the Collateral Agent loss payee or as 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) certificates of good standing for the Borrower and the Guarantors 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 and (B) otherwise effective on the Effective Date; (xi) the initial Independent Engineer’s Report dated effective as of a date acceptable to the Administrative Agent; (xii) 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 and each Guarantor set forth in the Loan Documents 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 this Section 3.01 have been met; and (xiii) such other documents, governmental certificates, agreements and lien searches as the 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 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 CommitmentGuaranty, the Guaranties, the Pledge Borrower Security Agreement, the Guarantors Security AgreementsAgreement, the Mortgages which have been prepared for execution on the Effective Date and any related Uniform Commercial Code financing statements, the Master SA Agreement, 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 schedulesIntercreditor Agreement; (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 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; (iii) 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) either (i) that the copies of the articles or certificate of incorporation and bylaws of such Person delivered to each Bank as of August 10, 1995 (or as of August 14, 1995 in connection with WWC and each of its Subsidiaries) in connection with the Revolver/Term Agreement are still true and correct and have not been amended or modified since such date or (ii) copies of any modification or amendment to the articles or certificate of incorporation or bylaws of such Person made since such date; (iv) a favorable opinion of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, General Counsel to the Borrower and Guarantors, dated as of February 21, 1996 and in substantially the form of Exhibit I; (v) a favorable opinion of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, L.L.P., counsel to the Agent, dated as of February 21, 1996 and in substantially in the form of the attached Exhibit K covering J; (vi) the matters discussed in such Exhibit unaudited Consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as at December 31, 1995, 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; (vii) a Borrowing Base Certificate as of January 31, 1996 and a Current Receivables Report as of February 21, 1996, each duly completed and executed by the Chief Financial Officer or Treasurer of the Borrower; and (viii) 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 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 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 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 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 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 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 Lenders shall have no obligation under this Agreement unless and until all matters incident to the consummation of the transactions contemplated herein, including, without limitation, the review by the Agent or its counsel of the title of the Borrowers shall be satisfactory to the Agent, and the Agent shall have received received, reviewed, and approved the following duly documents and other items, appropriately executed when necessary and, where applicable, acknowledged by one or more authorized officers of a Borrower all in form and substance satisfactory to the Agent and dated, where applicable, of even date herewith or a date prior thereto and acceptable to the Agent: (i) multiple counterparts of this Agreement as requested by the Lenders; (ii) the Notes; (iii) multiple counterparts of the Assignment; (iv) the Existing Note as endorsed by Bank One (as successor to The First National Bank of Chicago) to Lenders; (v) copies of the Certificate of Incorporation and all amendments thereto and the bylaws and all amendments thereto of each of the Borrowers accompanied by a certificate issued by the secretary or an assistant secretary of each of the Borrowers as the case may be, to the effect that each such copy is correct and complete; (vi) a certificate of incumbency and signatures of all officers of each of the Borrowers who are authorized to execute Loan Documents on behalf of such Borrower, each such certificate being executed by the secretary or an assistant secretary of such Borrower; (vii) copies of corporate resolutions approving the Loan Documents and authorizing the transactions contemplated herein and therein, duly adopted by the boards of directors of each of the Borrowers accompanied by a certificate of the secretary or an assistant secretary of such Borrower to the effect that such copies are true and correct copies of resolutions duly adopted at a meeting or by unanimous consent of the board of directors of such Borrower and that such resolutions constitute all the parties resolutions adopted with respect to such transactions, have not been amended, modified, or revoked in any respect, and are in full force and effect as of the date of such certificate; (viii) multiple counterparts, as requested by the Lenders, of the following Security Instruments creating, evidencing, perfecting, and otherwise establishing Liens in favor of the Agent for the benefit of the Lenders in and to the Collateral as security for the Obligations (subject to the provisions of Section 7.3) of the Borrowers or any Subsidiary or other Affiliate of any Borrower owing to the Agent or any Lender or any branch, Subsidiary or other Affiliate of the Agent or any Lender: (A) Supplements to the existing mortgages from the Borrowers to or for the benefit of the Agent covering the Oil and Gas Properties of any Borrower subject to the Existing Liens and all improvements, personal property, and fixtures related thereto; (B) Mortgages from the Borrowers to or for the benefit of the Agent covering certain Oil and Gas Properties of any Borrower designated by the Agent and all improvements, personal property, and fixtures related thereto; (C) Financing Statements from each of the Borrowers, as debtor, in favor of the Agent, as secured party, constituent to the instruments described in clause (i) or clause (ii) above; (D) undated letters, in form of Exhibit I, from the Borrowers to each purchaser of production and disburser of the proceeds of production from or attributable to the Mortgaged Properties, together with additional letters with the addressees left blank, authorizing and directing the addressees to make future payments attributable to production from the Mortgaged Properties directly to the Agent; (E) the Security Agreements (Stock Pledge) from the Parent and from Edge Exploration in favor of the Agent for its benefit and the benefit of the Lenders and covering all of the issued and outstanding capital stock of its Subsidiaries; (F) Irrevocable Stock Powers executed in blank, the stock certificates and Financing Statements for the stocks pledge under the Security Agreements (Stock Pledge) by the Parent and by Edge Exploration referenced in clause (E) above; (G) Security Agreement by the Borrowers and all presently existing Subsidiaries and other Affiliates of any Borrower in favor of the Agent covering all rights, but not obligations, of the Borrowers and all presently existing Subsidiaries and other Affiliates of any Borrower under any Hedge Agreement, whether now existing or hereafter arising; and (H) Financing Statement from each of the Borrowers and all presently existing Subsidiaries and other Affiliates of such Borrower, as debtors, in favor of the Agent, as secured party, constituent to the instrument described in clause (G) above. (ix) audited Financial Statements of the Parent as of December 31, 1999 and unaudited Financial Statements of the Parent as of June 30, 2000; (x) certificates dated as of a recent date from the Secretary of State or other appropriate Governmental Authority evidencing the existence or qualification and good standing of each of the Borrowers in its jurisdiction of incorporation and in any other jurisdiction in which it conducts business, other than in Alabama for Edge Exploration, for which such certificate will be provided to the Agent within 60 days after the Closing Date; (xi) results of searches of the UCC Records of the Secretary of State of the States of Alabama, Louisiana, Mississippi, and Texas from a source acceptable to the Agent and reflecting no Liens, other than Permitted Liens, against any of the Collateral as to which perfection of a Lien is accomplished by the filing of a financing statement; (xii) confirmation, acceptable to the Agent, of the title of each of the Borrowers to the Mortgaged Properties, free and clear of Liens other than Permitted Liens; (xiii) title opinions covering the Oil and Gas Properties listed on Schedule 3.1(a), in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, Agent in sufficient copies for each Lender: (i) this Agreement, a Note payable its sole discretion as 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) status of the Borrower’s Parent's and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of ' title to the other Loan Documents, and all attached exhibits and schedulesMortgaged Properties; (iixiv) a favorable copies of all operating, lease, sublease, royalty, sales, exchange, processing, farmout, bidding, pooling, unitization, communitization, and other agreements relating to the Mortgaged Properties requested by the Agent; (xv) Engineering Reports covering the Mortgaged Properties; (xvi) the opinion of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, counsel to the Borrower’sBorrowers, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of attached hereto as Exhibit J, with such changes thereto as may be approved by the attached Exhibit K covering Agent and Lenders; (xvii) certificates evidencing the matters discussed in such Exhibit and insurance coverage required pursuant to Section 5.18; and (xviii) such other matters agreements, documents, instruments, opinions, certificates, waivers, consents, and evidence as the Agent or 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 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 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 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 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 evidencing insurance and endorsements thereof which meet the requirements of this Agreement and the Security Instruments, and which are 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. 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 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 80% (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 Lender shall have received the following documents, each to be in form and substance satisfactory to Lender and its counsel: (a) Copies of each Borrower's casualty insurance policies evidencing the existence of the insurance coverage required pursuant to this Agreement and certificates evidencing such insurance, together with loss payable endorsements thereto naming Lender as a loss payee or additional insured in form and substance satisfactory to Lender. (b) Copies of all filing receipts or acknowledgments issued by any governmental authority to evidence any filing or recordation necessary to perfect the Liens of Lender in the Collateral and evidence, in a form acceptable to Lender, that such Liens constitute valid and first priority perfected Liens, subject only to any Permitted Liens. (c) Certificates of each Loan Party dated on even date herewith, certifying (i) that attached thereto is a true and complete copy of its Certificate of Incorporation and By-laws, 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 of such Loan Party, authorizing the execution, delivery and performance of this Agreement and each of the other 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 such Borrower executing this Agreement or any of the other Credit Documents to which such Loan Party is a party. (d) The Global Guaranty executed by Global and certificates of Global dated on even date herewith, certifying (i) that attached thereto is a true and complete copy of its Certificate of Incorporation and By-laws, 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 of Global, authorizing the execution, delivery and performance of the Global Guaranty and the consummation of the transactions contemplated thereby, and (iii) as to the incumbency and genuineness of the signature of each officer of Global executing the Global Guaranty. (e) Copies of the Certificate of Incorporation of each Loan Party and Global, and all amendments thereto, certified by either i) the Secretary of State of such Loan Party's and Global's state of formation, or ii) the Secretary of the Loan Party and Global. (f) Good standing certificates for each Borrower and Global issued by the Secretary of State of Delaware and the Secretary of State of each other jurisdiction in which such Loan Party's qualification is required hereunder. (g) A certificate signed by an officer of such Borrower and dated on even date herewith, stating that (i) the representations and warranties set forth in Section 7 hereof are true and correct on and as of such date, (ii) such 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 or Unmatured Default then exists. (h) Duly executed Collateral Access Agreements in favor of Lender from each lessor, bailee, warehouseman, mortgagee or similarly situated Person who may, with respect to any location at which any of the Collateral is to be located or stored, by operation of law or otherwise, have any Lien in or upon such Collateral. (i) Duly executed subordination agreements in respect of all Subordinated Debt evidencing the agreement of the holder of such Subordinated Debt, to subordinate the same in right of payment to the Obligations to the extent and in such manner acceptable to Lender; and the duly executed Intercreditor Agreement, evidencing the agreement of the holder of Bond Obligations to subordinate the security interest and lien position of such holder to the Lender's security interests and liens in and to the assets of Borrowers. (j) Duly executed Agency Account Agreements and Deposit Account Control Agreements with the Depository Banks at which all Agency Accounts, Cash Collateral Accounts and Deposit Accounts are to be established and, such other agreements, in form and substance acceptable to Lender as to the collection and/or servicing of Accounts and the operation of any lockbox required by Lender, all in form satisfactory to the parties theretoLender. (k) Written instructions from such Borrower directing the disbursement of the loan proceeds made pursuant to this Agreement. (l) The written opinion of: (i) counsel to each Borrower as to the transactions contemplated by this Agreement, in form and substance satisfactory to Lender; and (ii) counsel to Global as to the Administrative AgentGlobal Guaranty, in form and substance satisfactory to Lender (m) The Term Note A and the Revolving Note, duly executed by such Borrower, and such other agreements, instruments and documents, including, without limitation, assignments, security agreements, Mortgages, pledges, guaranties and consents, which Lender may require to be executed in connection herewith, including, but not limited to, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lenderfollowing: (i) this AgreementAll appropriate lien releases, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, terminations 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;satisfactions have been recorded. (ii) a favorable opinion Environmental Assessments, Appraisals of Real Property and Collateral, ALTA Lender Title Policies and Surveys of the Borrower’sReal Property, including the Continental Principal Business Location and Goodman Principal Business Location and each Collateral Location, in form and substance acceptable to Lender and 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;counsel. (iii) copiesDuly executed Mortgages from each Loan Party, certified as of in form and substance acceptable to Lender and its counsel, for the date of this Agreement by a Responsible Officer of real property, including 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 Continental Principal Business Location and (D) all other documents evidencing other necessary corporate action Goodman Principal Business Location and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents;each Collateral Location. (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 ContinuationDuly executed Collateral Assignments of, and the other grant of Security Interests in Intellectual Property Rights from each Loan Documents Party, in form and substance acceptable to which the Borrower is a party;Lender and its counsel. (v) copiesIf required by applicable law, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of duly executed UCC-1 Financing-Statements from each Guarantor of Borrower, in recordable form, in form and substance acceptable to Lender and its counsel. (Avi) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents Duly executed Environmental Indemnity Agreements from each Borrower, in form and substance acceptable to which it is a party,Lender and its counsel.

Documentation. The Administrative Agent Purchaser shall have received, on or prior to the Second Closing Date, the following, each in form and substance satisfactory to the Purchaser and its counsel: (i) duly executed counterparts of this Agreement; (ii) the Second Subordinated Note in the principal amount of One Million Six Hundred Fifty Thousand Dollars ($1,650,000) duly executed and issued by the Company to the Purchaser; (iii) the Second Pay Proceeds Letter, duly executed by the Company, directing application of the proceeds of the funded Second Purchase Price to the payment of fees and expenses owed by the Company to the Purchaser and as otherwise provided therein, all in form and substance satisfactory to the Purchaser; (iv) the Amendment No. 2 to the Warrant, duly executed by the Company; (v) Secretary Certificate for the Company, (a) certifying that the copies of the certificate of formation, organization or jurisdictional equivalent of each Obligor furnished to the Purchaser in connection with the Original Closing remain in full force and effect and, since the Original Closing, have not been amended, altered, revoked or rescinded and (b) attaching 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) attaching a copy of resolutions adopted by the governing board of the Company, authorizing the execution, delivery and performance of this Agreement, the Second Subordinated Note, the Warrant Amendment and other related transaction documents, certified as true, complete and correct by the relevant secretary or manager of the Company; and (d) certifying that the officers and members of the Obligors executing this Agreement and the Second Subordinated Note have duly retained their respective office since the Original Closing; (vi) favorable legal opinion of the General Counsel of the Company, addressed to the Purchaser, covering such matters relating to the Obligors and the transactions contemplated hereby as the Purchaser may reasonably request, and in form and scope reasonably satisfactory to Purchaser and its counsel; (vii) the Purchaser shall have received evidence of the following duly executed by all the parties theretoCompany’s unconditional and irrevocable instruction, in form and substance satisfactory to the Administrative AgentPurchaser, to VStock Transfer LLC, the Issuing Lender Company’s transfer agent, to issue a certificates, on the Second Closing Date, for one or more stock certificates of the Company evidencing the Purchaser’s ownership of the Second Subordinated Note Fee Shares due and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, a Note payable to the order Purchaser on the Second Closing Date; and (viii) evidence satisfactory to the Purchaser of each Lender in (a) the amount execution and delivery by all parties of its Commitment, the Guaranties, the Pledge Second Amendment to Stock Purchase 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 April 5, 2017 (the date “SPA Amendment”), by and between the Company and Discover Growth Fund and (b) the delivery of this Agreement and substantially in the form 300,000 shares of Common Stock of the attached Exhibit K covering the matters discussed Company to Discover Growth Fund in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iii) copies, certified as accordance with Article II 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,SPA Amendment.

Documentation. The Administrative Agent shall have received all of the following duly executed by all the parties theretofollowing, in each case, 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) executed counterparts 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 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; (ii) a favorable opinion Note executed by the Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated Borrower 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) copiesrequire evidencing the identity, certified authority and capacity of each Responsible Officer thereof authorized to act 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, 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 to which the Borrower is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect; (v) copiesa favorable opinion of ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ US LLP, certified counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to such matters concerning the Borrower and its Subsidiaries 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 of 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 the Borrower and the validity against the 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 Borrower certifying (A) that the conditions specified in Sections 3(c), (d) and (e) have been satisfied; and (B) the current Debt Ratings.

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) with respect to the bylaws of French Borrowers, an extrait K-bis and the statutes for each such French Borrower and any other documents authorizing the transactions contemplated by the Credit Documents, (D) with respect to SMS, the organizational documents of SMS and any other documents authorizing the Credit Documents and (E) 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 Trou▇▇▇▇ ▇▇▇d▇▇▇ ▇▇▇, certified as counsel to the Company, substantially in the form of the date attached Exhibit F-1; (vii) a favorable opinion of this Agreement by a Responsible Officer or Chambaz & Suermondt, counsel to the secretary or an assistant secretary of each Guarantor of (A) French Borrowers, substantially in the resolutions form of the Board attached Exhibit F-2; (viii) a favorable opinion of Directors Brac▇▇▇▇▇ & ▇att▇▇▇▇▇, L.L.P., counsel to the Agent, substantially in the form of the attached Exhibit F-3; (or ix) a favorable opinion of Uria & Mene▇▇▇▇, ▇▇unsel to SMS, substantially in the form of the attached Exhibit F-4; and (x) 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 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 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: (iA) this Agreement, a The 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 schedules; (iiB) a favorable The Security Agreement and any other Security Documents duly executed by Borrower; (C) A legal opinion of the Alst▇▇ & ▇ird, counsel to Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the Exhibit "M" attached Exhibit K covering the matters discussed in such Exhibit hereto and such other matters as any Lender through the Administrative Agent may reasonably requestincorporated by reference herein; (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 A Compliance Certificate in the form of Exhibit "K" attached hereto and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documentsincorporated by reference herein duly executed by an officer of Borrower; (ivE) certificates Certificates or policies of a Responsible Officer insurance evidencing compliance with the applicable provisions 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; (vF) copiesA request for Advance pursuant to Section 9.4 hereof and a Borrowing Base Report; (G) Certified copies of Borrower's casualty insurance policies, together with loss payable endorsements on Lender's standard form of Loss Payee Endorsement naming Lender as loss payee, and certified copies of Borrower's liability insurance policies, together with endorsements naming Lender as a co-insured; (H) Copies of all filing receipts or acknowledgments issued by any governmental authority to evidence any filing or recordation necessary to perfect the Liens of Lender in the Collateral and evidence in a form acceptable to Lender that such Liens constitute valid and perfected security interests and Liens, having the Lien priority specified in Section 4.2(B) hereof; (I) A copy of the date Articles or Certificate of this Agreement Incorporation of Borrower, and all amendments thereto, and a copy of the Bylaws of Borrower, each certified 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 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.