Common use of EXCULPATION PROVISIONS Clause in Contracts

EXCULPATION PROVISIONS. 98 Section 12.14 No Third Party Beneficiaries.........................................................................98 Section 12.15 USA Patriot Act Notice..................................................................................98 Section 12.16 Most Favored Leader....................................................................................98 Section 12.17 Material Non-Public Information.................................................................99 Section 12.18 No Fudiciary Duty, etc................................................................................100 Section 12.19 Acknowledgement and Consent to Bail-In of EEA Financial Institutions..101 Annex Annex I – List of Maximum Credit Amounts Schedules Schedule 1.02 – Existing Letters of Credit Schedule 7.05 – Litigation Schedule 7.06 – Environmental Matters Schedule 7.13 – Subsidiaries Schedule 7.16 – Advance Payment Contracts Schedule 7.17 – Swap Agreements Schedule 9.03 – Liens Schedule 9.05 – Investments Exhibits Exhibit A – Form of Note Exhibit B – Form of Borrowing Request Exhibit C – Form of Interest Election Request Exhibit D – Form of Compliance Certificate Exhibit E – Opinion of Xxxxx Xxxxx Exhibit F – Form of Assignment and Assumption Exhibit G-1 – Form of Maximum Credit Amount Increase Certificate Exhibit G-2 – Form of Additional Lender Certificate 509265-1641-30046358.10 THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 22, 2019, is among: Cabot Oil & Gas Corporation, a corporation duly formed and existing under the laws of the State of Delaware (the “Borrower”); each of the Lenders from time to time party hereto; and JPMorgan Chase Bank, N.A. (in its individual capacity, “JPMorgan”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).

EXCULPATION PROVISIONS. 98 92 Section 12.14 Collateral Matters; Swap Agreements.........................92 Section 12.15 No Third Party Beneficiaries.........................................................................98 ................................92 Section 12.15 12.16 USA Patriot Act Notice..................................................................................98 Section 12.16 Most Favored Leader....................................................................................98 Section 12.17 Material Non-Public Information.................................................................99 Section 12.18 No Fudiciary Duty......................................93 ANNEXES, etc................................................................................100 Section 12.19 Acknowledgement and Consent to Bail-In of EEA Financial Institutions..101 Annex EXHIBITS AND SCHEDULES Annex I – List of Maximum Revolving Credit Amounts Schedules Schedule 1.02 – Existing Letters of Credit Schedule 7.05 – Litigation Schedule 7.06 – Environmental Matters Schedule 7.13 – Subsidiaries Schedule 7.16 – Advance Payment Contracts Schedule 7.17 – Swap Agreements Schedule 9.03 – Liens Schedule 9.05 – Investments Exhibits Exhibit A – Form of Revolving Loan Note Exhibit A-1 Form of Term Loan Note Exhibit B – Form of Borrowing Request Exhibit C – Form of Interest Election Request Exhibit D – Form of Compliance Certificate Exhibit E – E-1 Form of Legal Opinion of Xxxxx Xxxxx Stinson Morrison Hecker LLP, special counsel xx xxx Xxxxxxxxs Xxxxxit E-2 Form of Legal Opinion of Local Counsel Exhibit F – F-1 Security Instruments Exhibit F-2 Form of Guaranty Agreement Exhibit F-3 Form of Security Agreement Exhibit F-4 Form of Intercreditor Agreement Exhibit G Form of Assignment and Assumption Exhibit G-1 – Form of Maximum Credit Amount Increase Certificate Exhibit G-2 – Form of Additional Lender Certificate 509265-1641-30046358.10 Schedule 7.03 Approvals Schedule 7.05 Litigation Schedule 7.14 Liens Schedule 7.15 Subsidiaries Schedule 7.19 Gas Imbalances Schedule 7.20 Marketing Contracts Schedule 7.21 Swap Agreements Schedule 9.05 Investments THIS SECOND AMENDED AND RESTATED SENIOR CREDIT AGREEMENT dated as of April 22November 14, 20192005, is among: Cabot Oil & Gas CorporationQuest Cherokee, a corporation duly formed LLC ("Quest Cherokee") and existing under Quest Resource Corporation ("QRC" and together with Quest Cherokee, the laws of the State of Delaware (the “Borrower”"Borrowers"); each of the Lenders from time to time party heretohereto (the "Lenders"); and JPMorgan Chase BankGuggenheim Corporate Funding, N.A. LLC (in its individual capacity, “JPMorgan”"GCF"), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “"Administrative Agent”") and as syndication agent for the Lenders (in such capacity, together with its successors in such capacity, the "Syndication Agent").

EXCULPATION PROVISIONS. 98 Section 95 SECTION 12.14 No Third Party Beneficiaries.........................................................................98 Section NO THIRD PARTY BENEFICIARIES..........................................................96 SECTION 12.15 USA Patriot Act Notice..................................................................................98 Section 12.16 Most Favored Leader....................................................................................98 Section 12.17 Material Non-Public Information.................................................................99 Section 12.18 No Fudiciary DutyPATRIOT ACT NOTICE................................................................96 ANNEXES, etc................................................................................100 Section 12.19 Acknowledgement and Consent to Bail-In of EEA Financial Institutions..101 Annex EXHIBITS AND SCHEDULES Annex I – List of Maximum Credit Amounts Schedules Schedule 1.02 – Existing Letters of Credit Schedule 7.05 – Litigation Schedule 7.06 – Environmental Matters Schedule 7.13 – Subsidiaries Schedule 7.16 – Advance Payment Contracts Schedule 7.17 – Swap Agreements Schedule 9.03 – Liens Schedule 9.05 – Investments Exhibits Exhibit A – Form of Note Exhibit B – Form of Borrowing Request Exhibit C – Form of Interest Election Request Exhibit D – Form of Compliance Certificate Exhibit E – Form of Legal Opinion of Xxxxx Xxxxx Patton Boggs LLP, special counsel to the Borrower Xxxxxix X-0 Security Instruments Exhibit F – F-2 Form of Guaranty and Collateral Agreement Exhibit G Form of Assignment and Assumption Exhibit G-1 – H-1 Form of Maximum Credit Amount Increase Certificate Exhibit G-2 – H-2 Form of Additional Lender Certificate 509265-1641-30046358.10 Schedule 1.02 Approved Counterparties Schedule 7.05 Litigation Schedule 7.15 Subsidiaries and Partnerships Schedule 7.17 Properties Schedule 7.19 Gas Imbalances Schedule 7.20 Marketing Contracts Schedule 7.21 Swap Agreements Schedule 9.05 Investments THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT AGREEMENT, dated as of April 22February 4, 20192004, is among: Cabot Oil & Gas CorporationBILL BARRETT CORPORATION, a corporation duly formed and existing under the laws of undex xxx xxxx xf the State of Delaware (the “"Borrower”"); each of the Lenders from time to time party hereto; and JPMorgan Chase Bank, N.A. JPMORGAN CHASE BANK (in its individual capacity, “"JPMorgan”"), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “"Administrative Agent”"); Fleet National Bank and U.S. Bank National Association, as co-syndication agents for the Lenders (each, in such capacity, together with its successors in such capacity, the "Syndication Agent"); HARRIS nesbitt financing, inc., royal bank of Canada and bank one, as xx-xxxxxxxxxxion agents for the Lenders (each, in such capacity, together with its successors in such capacity, the "Documentation Agent").

EXCULPATION PROVISIONS. 98 86 ---------------------- Section 12.14 No Third Party Beneficiaries.........................................................................98 Section 12.15 USA Patriot Act Notice..................................................................................98 Section 12.16 Most Favored Leader....................................................................................98 Section 12.17 Material Non-Public Information.................................................................99 Section 12.18 No Fudiciary Duty8.23 Renewal, etc................................................................................100 Section 12.19 Acknowledgement and Consent to Bail-In of EEA Financial Institutions..101 Annex Extension or Rearrangement........................86 ----------------------------------- ANNEXES ------- Annex I – List of Maximum Credit Amounts Schedules Schedule 1.02 – Existing - Commitments Annex II - Outstanding Letters of Credit SCHEDULES --------- Schedule 7.05 – 4.05 - Consents Schedule 4.07 - Investment and Guaranties Schedule 4.08 - Litigation Schedule 7.06 – Environmental Matters 4.10 - ERISA Schedule 7.13 – Subsidiaries 4.13 - Defaults Schedule 7.16 – Advance Payment Contracts 4.20 - Insurance Schedule 7.17 – Swap Agreements 4.22 - Gas Imbalances Schedule 9.03 – 5.03(a) - Existing Indebtedness Schedule 5.03(b) - Liens Schedule 9.05 – Investments Exhibits EXHIBITS -------- Exhibit A – - Form of Note Exhibit B – - List of Subsidiaries Exhibit C - Form of Borrowing Request Exhibit C – Form of Interest Election Request Exhibit D – Form of Compliance Certificate Exhibit E – Opinion of Xxxxx Xxxxx Exhibit F – - Form of Assignment and Assumption Acceptance Exhibit G-1 – E - Form of Maximum Credit Amount Increase Certificate Letter to Hydrocarbon Purchasers Exhibit G-2 – Form F - List of Additional Lender Certificate 509265-1641-30046358.10 THIS SECOND Security Instruments AMENDED AND RESTATED CREDIT AGREEMENT dated THIS CREDIT AGREEMENT is made and entered into as of April 22the 24thday of June 1999, 2019among TITAN EXPLORATION, is among: Cabot Oil & Gas CorporationINC., a Delaware corporation duly formed and existing under the laws of the State of Delaware (the “Borrower”"Company"); each of ------- CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, individually, as the Lenders from time to time party hereto; and JPMorgan Chase Bank, N.A. Issuing Bank (in its individual capacitycapacity or as Issuing Bank, “JPMorgan”)"Chase Texas") and as Administrative ----------- Agent; FIRST UNION NATIONAL BANK, individually and as administrative agent for Documentation Agent; XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, individually and as Syndication Agent; and each of the Lenders lenders that is a signatory hereto or which becomes a party hereto as provided in Section 8.07 (in such capacityindividually, together with its successors in such capacitya "Lender" and, ------ collectively, the “Administrative Agent”"Lenders").. ------- RECITALS --------

EXCULPATION PROVISIONS. 98 Section 12.14 No Third Party Beneficiaries.........................................................................98 Section 12.15 USA Patriot Act Notice..................................................................................98 Section 12.16 Most Favored Leader....................................................................................98 Section 12.17 Material Non-Public Information.................................................................99 81 Section 12.18 No Fudiciary DutyHedging Agreements.....................................81 -iv- 5 ANNEXES, etc................................................................................100 Section 12.19 Acknowledgement and Consent to Bail-In of EEA Financial Institutions..101 Annex EXHIBITS AND SCHEDULES Annex I – - List of Maximum Revolving Credit Amounts Schedules Exhibit A - Form of Note Exhibit B - Form of Borrowing, Continuation and Conversion Request Exhibit C - Form of Compliance Certificate Exhibit D - List of Security Instruments Exhibit E - Form of Assignment Agreement Exhibit F - Form of Letter of Credit Application Exhibit G - Form of Notice of Account Designation Exhibit H - Form of Borrowing Base Certificate Schedule 1.02 – 1.01 - Equipment Fair Market Value Computation Schedule 2.01(b) - Existing Letters of Credit Schedule 7.05 – 7.02 - Liabilities Schedule 7.03 - Litigation Schedule 7.06 – 7.09 - Taxes Schedule 7.10 - Titles, etc. Schedule 7.14 - Subsidiaries and Partnerships Schedule 7.17 - Environmental Matters Schedule 7.13 – Subsidiaries 7.19 - Insurance Schedule 7.16 – Advance Payment Contracts Schedule 7.17 – Swap 7.21 - Hedging Agreements Schedule 9.03 – 7.22 - Negative Pledges Schedule 9.01 - Debt Schedule 9.02 - Liens Schedule 9.05 – Investments Exhibits Exhibit A – Form of Note Exhibit B – Form of Borrowing Request Exhibit C – Form of Interest Election Request Exhibit D – Form of Compliance Certificate Exhibit E – Opinion of Xxxxx Xxxxx Exhibit F – Form of Assignment 9.03 - Investments, Loans and Assumption Exhibit G-1 – Form of Maximum Credit Amount Increase Certificate Exhibit G-2 – Form of Additional Lender Certificate 509265-1641-30046358.10 Advances Schedule 9.16 - Transactions with Affiliates -v- 6 THIS SECOND AMENDED AND RESTATED SENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of April 22February 9, 20192001, is among: Cabot Oil & Gas CorporationUNIVERSAL COMPRESSION, INC., a corporation duly formed and existing under the laws of the State of Delaware Texas (the “"Borrower”"); each of the Lenders from time to time party heretolenders that is a signatory hereto or which becomes a signatory hereto as provided in Section 12.06 (individually, together with its successors and assigns, a "Lender" and, collectively, the "Lenders"); and JPMorgan Chase BankFIRST UNION NATIONAL BANK, N.A. a national banking association (in its individual capacity, “JPMorgan”"FUNB"), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “"Administrative Agent”").

EXCULPATION PROVISIONS. 98 Section 12.14 No Third Party Beneficiaries.........................................................................98 Section 12.15 USA Patriot Act Notice..................................................................................98 Section 12.16 Most Favored Leader....................................................................................98 Section 12.17 Material Non-Public Information.................................................................99 Section 12.18 No Fudiciary Duty, etc................................................................................100 Section 12.19 Acknowledgement and Consent to Bail-In of EEA Financial Institutions..101 Annex 65 Annex I – - List of Maximum Revolving Credit Amounts Schedules Schedule 1.02 – Existing Letters of Credit Schedule 7.05 – Litigation Schedule 7.06 – Environmental Matters Schedule 7.13 – Subsidiaries Schedule 7.16 – Advance Payment Contracts Schedule 7.17 – Swap Agreements Schedule 9.03 – Liens Schedule 9.05 – Investments Exhibits Commitments Exhibit A – A-1 - Form of Revolving Credit Note Exhibit A-2 - Form of Replacement Term Note Exhibit B – - Form of Borrowing Borrowing, Continuation and Conversion Request Exhibit C – Form of Interest Election Request Exhibit D – - Form of Compliance Certificate Exhibit E – D-1 - Form of Legal Opinion of Xxxxx Xxxxx Xxxxxxxx & Xxxxxx Exhibit D-2 - Form of Legal Opinion of Illinois Counsel Exhibit D-3 - Form of Legal Opinion of Wyoming Counsel Exhibit E - List of Security Instruments Exhibit F – - Form of Assignment and Assumption Agreement Exhibit G-1 – - Form of Maximum Replacement Letter of Credit Amount Increase Certificate Exhibit G-2 – Form of Additional Lender Certificate 509265-1641-30046358.10 Schedule 7.02 - Liabilities Schedule 7.03 - Litigation Schedule 7.09 - Taxes Schedule 7.10 - Titles, etc. Schedule 7.14 - Subsidiaries and Partnerships Schedule 7.17 - Environmental Matters Schedule 7.19 - Insurance Schedule 7.20 - Hedging Agreements Schedule 7.22 - Material Agreements Schedule 9.01 - Debt Schedule 9.02 - Liens Schedule 9.03 - Investments, Loans and Advances THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 22February 14, 2019, 1997 is among: Cabot Oil & Gas CorporationXXXXXX XXXXXX OPERATING L.P. "B" (formerly known as Enron Transportation Services, L.P.), a corporation duly limited partnership formed and existing under the laws of the State of Delaware (the “"Borrower”"); each of the Lenders from time to time party heretolenders that is a signatory hereto or which becomes a signatory hereto as provided in Section 12.06 (individually, together with its successors and assigns, a "Lender" and, collectively, the "Lenders"); and JPMorgan Chase BankFIRST UNION NATIONAL BANK OF NORTH CAROLINA, N.A. a national banking association (in its individual capacity, “JPMorgan”"First Union"), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative "Agent”").

EXCULPATION PROVISIONS. 98 Section 12.14 No Third Party Beneficiaries.........................................................................98 Section 12.15 USA Patriot Act Notice..................................................................................98 Section 12.16 Most Favored Leader....................................................................................98 Section 12.17 Material Non-Public Information.................................................................99 85 Section 12.18 No Fudiciary DutyArbitration............................................................................. 86 ANNEXES, etc................................................................................100 Section 12.19 Acknowledgement and Consent to Bail-In of EEA Financial Institutions..101 Annex EXHIBITS AND SCHEDULES Annex I – - List of Percentage Shares and Maximum Credit Amounts Schedules Schedule 1.02 – Existing Letters of Credit Schedule 7.05 – Litigation Schedule 7.06 – Environmental Matters Schedule 7.13 – Subsidiaries Schedule 7.16 – Advance Payment Contracts Schedule 7.17 – Swap Agreements Schedule 9.03 – Liens Schedule 9.05 – Investments Exhibits Exhibit A – - Form of Revolving Credit Note Exhibit B – - Form of Borrowing Borrowing, Continuation and Conversion Request Exhibit C – Form of Interest Election Request Exhibit D – - Form of Compliance Certificate Exhibit D - List of Security Instruments Exhibit E – Opinion of Xxxxx Xxxxx Exhibit F – - Form of Assignment and Assumption Agreement Exhibit G-1 – F - Form of Maximum Letter of Credit Amount Increase Certificate Application Exhibit G-2 – Form of Additional Lender Certificate 509265-1641-30046358.10 G - Joinder Agreement Exhibit H - Guaranty Agreement Schedule 2.08 - Borrowing Base Schedule 7.02 - Liabilities Schedule 7.03 - Litigation Schedule 7.09 - Taxes Schedule 7.10 - Titles, etc. Schedule 7.14 - Subsidiaries and Partnerships; Locations; Jurisdictions Schedule 7.17 - Environmental Matters Schedule 7.19 - Insurance Schedule 7.21 - Hedging Agreements Schedule 7.23 - Material Agreements Schedule 7.24 - Gas Imbalances Schedule 7.28 - Name Changes Schedule 9.01 - Debt Schedule 9.02 - Liens Schedule 9.03 - Investments, Loans and Advances CREDIT AGREEMENT THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 22__, 2019, 2004 is among: Cabot Oil & Gas Corporationamong MISSION RESOURCES CORPORATION, a corporation duly formed and existing under the laws of the State of Delaware (the “Borrower”"BORROWER"); each of the Lenders from time to time party heretolenders that is a signatory hereto or which becomes a signatory hereto as provided in Section 12.06 (individually, together with its successors and assigns, a "LENDER" and, collectively, the "LENDERS"); and JPMorgan Chase BankXXXXX FARGO BANK, N.A. NATIONAL ASSOCIATION, a national banking association (in its individual capacity, “JPMorgan”"XXXXX FARGO"), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”"AGENT").

EXCULPATION PROVISIONS. 98 83 Section 12.14 Collateral Matters; Swap Agreements.......................83 Section 12.15 No Third Party Beneficiaries.........................................................................98 ..............................83 Section 12.15 12.16 USA Patriot Act Notice..................................................................................98 Section 12.16 Most Favored Leader....................................................................................98 Section 12.17 Material Non-Public Information.................................................................99 Section 12.18 No Fudiciary Duty....................................83 ANNEXES, etc................................................................................100 Section 12.19 Acknowledgement and Consent to Bail-In of EEA Financial Institutions..101 Annex EXHIBITS AND SCHEDULES Annex I – List of Maximum Credit Amounts Schedules Schedule 1.02 – Existing Letters of Credit Schedule 7.05 – Litigation Schedule 7.06 – Environmental Matters Schedule 7.13 – Subsidiaries Schedule 7.16 – Advance Payment Contracts Schedule 7.17 – Swap Agreements Schedule 9.03 – Liens Schedule 9.05 – Investments Exhibits Commitments Exhibit A – Form of Note Exhibit B – Form of Borrowing Request Exhibit C – Form of Interest Election Request Exhibit D – Form of Compliance Certificate Exhibit E – D-1 Form of Legal Opinion of Xxxxx Xxxxx Special Counsel to the Borrower Exhibit D-2 Form of Legal Opinion of Local Counsel Exhibit E-1 Security Instruments Exhibit E-2 Form of Guaranty Agreement Exhibit E-3 Form of Security Agreement Exhibit E-4 Form of Intercreditor Agreement Exhibit F – Form of Assignment and Assumption Exhibit G-1 – Form of Maximum Credit Amount Increase Certificate Exhibit G-2 – Form of Additional Lender Certificate 509265-1641-30046358.10 Schedule 7.03 Approvals Schedule 7.05 Litigation Schedule 7.14 Liens Schedule 7.15 Subsidiaries Schedule 7.19 Gas Imbalances Schedule 7.20 Marketing Contracts Schedule 7.21 Swap Agreements Schedule 9.05 Investments THIS SECOND AMENDED AND RESTATED CREDIT SECOND LIEN TERM LOAN AGREEMENT dated as of April 22June 9, 20192006, is among: Cabot Oil & Gas Quest Cherokee, LLC ("Cherokee") a limited liability company duly formed and existing under the laws of the State of Delaware, and Quest Resource Corporation, a corporation duly formed and existing under the laws of the State of Delaware Nevada (the “Borrower”"Company" and, collectively with Cherokee, the "Borrowers"); each of the Lenders from time to time party hereto; and JPMorgan Chase BankGuggenheim Corporate Funding, N.A. LLC (in its individual capacity, “JPMorgan”"Guggenheim"), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “"Administrative Agent”").

EXCULPATION PROVISIONS. 98 Section 12.14 No Third Party Beneficiaries.........................................................................98 Section 12.15 USA Patriot Act Notice..................................................................................98 Section 12.16 Most Favored Leader....................................................................................98 Section 12.17 Material Non-Public Information.................................................................99 73 Section 12.18 No Fudiciary Duty, etc................................................................................100 Section Confidentiality.......................................................................73 SECTION 12.19 Acknowledgement and Consent to Bail-In NO ORAL AGREEMENTS....................................................................74 -iii- EXHIBITS AND SCHEDULES Exhibit A - Form of EEA Financial Institutions..101 Annex Annex I – List of Maximum Credit Amounts Schedules Schedule 1.02 – Existing Letters Letter of Credit Schedule 7.05 – Litigation Schedule 7.06 – Environmental Matters Schedule 7.13 – Subsidiaries Schedule 7.16 – Advance Payment Contracts Schedule 7.17 – Swap Agreements Schedule 9.03 – Liens Schedule 9.05 – Investments Exhibits Agreement -- Issuing Bank Exhibit A – B - Form of Revolving Credit Note Exhibit B – Form of Borrowing Request Exhibit C – Form of Interest Election Request Exhibit D – - Form of Compliance Certificate Exhibit D - Form of Opinion Exhibit E – Opinion - Form of Xxxxx Xxxxx Borrowing, Continuation and Conversion Request Form Exhibit F – - Form of Assignment and Assumption Exhibit G-1 – G - Form of Maximum Guaranty Agreement Schedule 1.02(b) - Existing Letters of Credit Amount Increase Certificate Exhibit G-2 – Form Schedule 2.01 - Commitments Schedule 7.03 - Litigation and Liabilities Schedule 7.10 - Disclosure of Additional Lender Certificate 509265-1641-30046358.10 Liens other than Excepted Liens Schedule 7.14 - Listing of Subsidiaries and Partnerships Schedule 7.16 - Gas Imbalances Schedule 7.18 - Environmental Matters Schedule 7.21 - Insurance Schedule 7.22 - Credit Agreements, Etc. Schedule 9.01 - Debt not reflected in Financial Statements Schedule 9.05 - Permitted Investments Schedule 9.18 - Hedging Agreements -iv- THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 22July 15, 20192002, is among: Cabot Oil & Gas Corporationamong THE HOUSTON EXPLORATION COMPANY, a corporation duly formed organized and validly existing under the laws of the State of Delaware (the “Borrower”"Company"); each of the Lenders from time to time party heretofinancial institutions that is now or hereafter becomes a signatory hereto (together with their respective successors or assigns, individually, a "Lender" and, collectively, the "Lenders"); and JPMorgan Chase BankWACHOVIA BANK, N.A. (in its individual capacityNATIONAL ASSOCIATION, “JPMorgan”)Individually, as administrative agent Issuing Bank and as Administrative Agent for the Lenders (in such latter capacity, together with its successors in such capacity, the "Administrative Agent"); THE BANK OF NOVA SCOTIA and FLEET NATIONAL BANK, as Co-Syndication Agents (in such capacity, together with their respective successors in such capacity, collectivelty the "Syndication Agents"); and BNP PARIBAS, as Documentation Agent (in such capacity, together with its successors in such capacity, the “Administrative "Documentation Agent”").

EXCULPATION PROVISIONS. 98 Section 12.14 No Third Party Beneficiaries.........................................................................98 Section 12.15 USA Patriot Act Notice..................................................................................98 Section 12.16 Most Favored Leader....................................................................................98 Section 12.17 Material Non-Public Information.................................................................99 Section 12.18 No Fudiciary Duty74 ANNEXES, etc................................................................................100 Section 12.19 Acknowledgement and Consent to Bail-In of EEA Financial Institutions..101 Annex EXHIBITS AND SCHEDULES Annex I – - List of Facility A Maximum Credit Amounts Schedules Schedule 1.02 – Existing Letters of Credit Schedule 7.05 – Litigation Schedule 7.06 – Environmental Matters Schedule 7.13 – Subsidiaries Schedule 7.16 – Advance Payment Contracts Schedule 7.17 – Swap Agreements Schedule 9.03 – Liens Schedule 9.05 – Investments Exhibits and Facility B Loans Exhibit A – A-1 - Form of Facility A Note Exhibit A-2 - Form of Facility B Note Exhibit B – - Form of Borrowing Borrowing, Continuation and Conversion Request Exhibit C – Form of Interest Election Request Exhibit D – - Form of Compliance Certificate Exhibit D - List of Loan Documents Exhibit E – Opinion of Xxxxx Xxxxx Exhibit F – - Form of Assignment and Assumption Agreement Exhibit G-1 – F - Form of Maximum Letter of Credit Amount Increase Certificate Exhibit G-2 – Form Agreement Schedule 7.02 - Liabilities Schedule 7.03 - Litigation Schedule 7.09 - Taxes Schedule 7.10 - Titles, etc. Schedule 7.14 - Subsidiaries and Partnerships Schedule 7.17 - Environmental Matters Schedule 7.19 - Insurance Schedule 7.20 - Hedging Agreements Schedule 7.22 - Material Agreements Schedule 8.09 - List of Additional Lender Certificate 509265-1641-30046358.10 Oil and Gas Properties to be mortgaged Schedule 9.01 - Debt Schedule 9.02 - Liens Schedule 9.03 - Investments, Loans and Advances THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 22December 1, 2019, 1998 is among: Cabot Oil & Gas CorporationXXXXXX PETROLEUM CORPORATION, a corporation duly formed and existing under the laws of the State of Delaware (the “Borrower”"BORROWER"); each of the Lenders from time to time party heretolenders that is a signatory hereto or which becomes a signatory hereto as provided in Section 12.06 (individually, together with its successors and assigns, a "LENDER" and, collectively, the "LENDERS"); and JPMorgan Chase BankBANK OF MONTREAL, N.A. a Canadian bank (in its individual capacity, “JPMorgan”"BMO"), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”"AGENT"); NATIONSBANK, N.A., as syndication agent for the Lenders (in such capacity, together with its successors in such capacity, the "SYNDICATION AGENT"); and UNION BANK OF CALIFORNIA, N.A., as documentation agent for the Lenders (in such capacity, together with its successors in such capacity, the "DOCUMENTATION AGENT").

EXCULPATION PROVISIONS. 98 104 Section 12.14 No Third Party Beneficiaries.........................................................................98 12.17.Designated Senior Indebtedness...........................................................104 Section 12.15 USA Patriot Act Notice..................................................................................98 Section 12.16 Most Favored Leader....................................................................................98 Section 12.17 Material Non-Public Information.................................................................99 Section 12.18 No Fudiciary Duty, etc................................................................................100 Section 12.19 Acknowledgement and Consent 12.18.Amendments to Bail-In of EEA Financial Institutions..101 Annex Annex I – Prior Loan Documents.......................................................105 -vi- 8 TABLE OF CONTENTS PAGE ---- Schedule C-1 - List of Maximum Credit Amounts Schedules Commitments Schedule 1.02 – Existing Letters S-1 - List of Credit Security Instruments Schedule 7.05 – Litigation Schedule 7.06 – Environmental Matters Schedule 7.13 – Subsidiaries Schedule 7.16 – Advance Payment Contracts Schedule 7.17 – Swap Agreements Schedule 9.03 – Liens Schedule 9.05 – Investments Exhibits P-1 List of Principal Properties Exhibit A – B - Form of Note Exhibit B – Form of Borrowing Borrowing, Continuation and Conversion Request Exhibit C – Form of Interest Election Request Exhibit D – - Form of Compliance Certificate Exhibit E – Opinion D - List of Xxxxx Xxxxx Security Instruments Exhibit F – E-1 - Form of Assignment and Assumption Agreement Exhibit G-1 – 2.02 - Notices Exhibit N-1 Form of Maximum Credit Amount Increase Certificate NYMEX Quote Exhibit G-2 – PV-1 Basis Differential to NYMEX Swap Price Exhibit T-1 Form of Additional Lender Certificate 509265-1641-30046358.10 Transfer Order Letters Schedule 2.15 Cash Management Bank Accounts Schedule 7.01 Capitalization Schedule 7.02 - Liabilities Schedule 7.03 - Litigation Schedule 7.10 - Titles, etc. Schedule 7.14 - Subsidiaries and Partnerships Schedule 7.17 - Environmental Matters Schedule 7.19 - Insurance Schedule 7.20 - Risk Management Agreements Schedule 7.21 - Restrictions of Liens Schedule 7.22 - Gas Imbalances Schedule 7.23 - Material Agreements Schedule 9.01 - Debt Schedule 9.02 - Liens Schedule 9.03 - Investments, Loans and Advances THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT AGREEMENT, dated as of April October 22, 20191999, is among: Cabot Oil & Gas CorporationQUEEN SAND RESOURCES, INC., a corporation duly formed and existing under the laws of the State of Delaware ("QSRD"); QUEEN SAND RESOURCES, INC., a corporation formed under the “laws of the State of Nevada (the "Borrower”"); each of the Lenders from time to time party heretolenders that is a signatory hereto or which becomes a signatory hereto as provided in Section 12.06 (individually, together with its successors and assigns, a "Lender" and, collectively, the "Lenders"); and JPMorgan Chase Bank, N.A. (in its individual capacity, “JPMorgan”)FOOTHILL CAPITAL CORPORATION, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “"Administrative Agent”"); and ABLECO FINANCE LLC, as collateral agent for the Lenders (in such capacity, together with its successors in such capacity, the "Collateral Agent").

EXCULPATION PROVISIONS. 98 Section 96 SECTION 12.14 No Third Party Beneficiaries.........................................................................98 Section SPECIFIED SENIOR INDEBTEDNESS............................................ 96 SECTION 12.15 COLLATERAL MATTERS; SWAP AGREEMENTS...................................... 96 SECTION 12.16 NO THIRD PARTY BENEFICIARIES............................................. 96 SECTION 12.17 USA Patriot Act Notice..................................................................................98 Section 12.16 Most Favored Leader....................................................................................98 Section 12.17 Material Non-Public Information.................................................................99 Section 12.18 No Fudiciary DutyPATRIOT ACT NOTICE................................................... 97 ANNEXES, etc................................................................................100 Section 12.19 Acknowledgement and Consent to Bail-In of EEA Financial Institutions..101 Annex EXHIBITS AND SCHEDULES Annex I – List of Maximum Credit Amounts Schedules Schedule 1.02 – Existing Letters of Credit Schedule 7.05 – Litigation Schedule 7.06 – Environmental Matters Schedule 7.13 – Subsidiaries Schedule 7.16 – Advance Payment Contracts Schedule 7.17 – Swap Agreements Schedule 9.03 – Liens Schedule 9.05 – Investments Exhibits Exhibit A – Form of Note Exhibit B – Form of Borrowing Request Exhibit C – Form of Interest Election Request Exhibit D – Form of Compliance Certificate Exhibit E – E-1 Form of Legal Opinion of Xxxxx Xxxxx Hinkle Elkouri Law Firm L.L.C., special counsel to thx Xxxxoxxx Xxxibit E-2 Form of Legal Opinion of Local Counsel Exhibit F – F-1 Security Instruments Exhibit F-2 Form of Guaranty and Collateral Agreement Exhibit G Form of Assignment and Assumption Exhibit G-1 – Form of Maximum Credit Amount Increase Certificate Exhibit G-2 – Form of Additional Lender Certificate 509265-1641-30046358.10 Schedule 7.05 Litigation Schedule 7.15 Subsidiaries and Partnerships; Unrestricted Subsidiaries Schedule 7.19 Gas Imbalances Schedule 7.20 Marketing Contracts Schedule 7.21 Swap Agreements Schedule 9.05 Investments THIS SECOND AMENDED AND RESTATED SENIOR REVOLVING CREDIT AGREEMENT dated as of April 22July 28, 20192005, is among: Cabot Oil & Gas Petrohawk Energy Corporation, a corporation duly formed and existing under the laws of the State of Delaware (the “"Borrower”"); each of the Lenders from time to time party hereto; and JPMorgan Chase Bank, N.A. BNP Paribas (in its individual capacity, “JPMorgan”"BNP Paribas"), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “"Administrative Agent”"); Bank of America, N.A., as syndication agent for the Lenders (in such capacity, together with its successors in such capacity, the "Syndication Agent"); and JPMorgan Chase Bank, N.A. and Wells Fargo Bank, N.A. as co-documentation agents for the Lenders (in xxxx capacity, together with its successors in such capacity, the "Co-Documentation Agents").

EXCULPATION PROVISIONS. 98 84 Section 12.14 Collateral Matters; Swap Agreements........................ 84 Section 12.15 No Third Party Beneficiaries.........................................................................98 ............................... 84 Section 12.15 12.16 USA Patriot Act Notice..................................................................................98 Section 12.16 Most Favored Leader....................................................................................98 Section 12.17 Material Non-Public Information.................................................................99 Section 12.18 No Fudiciary Duty, etc................................................................................100 Section 12.19 Acknowledgement and Consent to Bail-In of EEA Financial Institutions..101 Annex ..................................... 84 Annex I – List of Maximum Credit Amounts Schedules Schedule 1.02 – Existing Letters of Credit Schedule 7.05 – Litigation Schedule 7.06 – Environmental Matters Schedule 7.13 – Subsidiaries Schedule 7.16 – Advance Payment Contracts Schedule 7.17 – Swap Agreements Schedule 9.03 – Liens Schedule 9.05 – Investments Exhibits Exhibit A – Form of Note Exhibit B – Form of Borrowing Request Exhibit C – Form of Interest Election Request Exhibit D – Form of Compliance Certificate Exhibit E – Opinion C-1 Security Instruments Exhibit C-2 Form of Xxxxx Xxxxx Guaranty Agreement Exhibit F – C-3 Form of Pledge Agreement Exhibit D Form of Assignment and Assumption Exhibit G-1 – Form of Maximum Credit Amount Increase Certificate Exhibit G-2 – Form of Additional Lender Certificate 509265-1641-30046358.10 THIS SECOND AMENDED AND RESTATED Schedule 7.05 Litigation Schedule 7.12 Material Agreements Schedule 7.15 Subsidiaries and Partnerships Schedule 7.18 Gas Imbalances Schedule 7.19 Marketing Contracts Schedule 7.20 Swap Agreements This CREDIT AGREEMENT dated as of April 22March 15, 20192006, is among: Cabot Oil & Gas Corporationamong Legacy Reserves LP, a corporation limited partnership duly formed and existing under the laws of the State of Delaware (the “"Borrower”"); each of the Lenders from time to time party hereto; and JPMorgan Chase Bank, N.A. BNP PARIBAS (in its individual capacity, “JPMorgan”"BNP Paribas"), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “"Administrative Agent”").

EXCULPATION PROVISIONS. 98 Section 12.14 No Third Party Beneficiaries.........................................................................98 Section 12.15 USA Patriot Act Notice..................................................................................98 Section 12.16 Most Favored Leader....................................................................................98 79 Section 12.17 Material Non-Public Information.................................................................99 Hedging Agreement Substitution of Collateral......................................... 80 Section 12.18 No Fudiciary DutyAmendment, etc................................................................................100 Restatement and Rearrangement of Prior Debt............................... 80 Section 12.19 Acknowledgement and Consent to Bail-In of EEA Financial Institutions..101 Annex Obligations as Senior Indebtedness; Specified Senior Indebtedness.................... 80 ANNEXES, EXHIBITS AND SCHEDULES Annex I – - List of Percentage Shares and Maximum Credit Amounts Schedules Schedule 1.02 – Existing Letters of Credit Schedule 7.05 – Litigation Schedule 7.06 – Environmental Matters Schedule 7.13 – Subsidiaries Schedule 7.16 – Advance Payment Contracts Schedule 7.17 – Swap Agreements Schedule 9.03 – Liens Schedule 9.05 – Investments Exhibits Exhibit A – - Form of Note Exhibit B – - Form of Borrowing Borrowing, Continuation and Conversion Request Exhibit C – Form of Interest Election Request Exhibit D – - Form of Compliance Certificate Exhibit D - List of Security Instruments Exhibit E – Opinion of Xxxxx Xxxxx Exhibit F – - Form of Assignment Agreement Schedule 7.02 - Liabilities Schedule 7.03 - Litigation Schedule 7.09 - Taxes Schedule 7.10 - Titles, etc. Schedule 7.14 - Subsidiaries and Assumption Exhibit G-1 – Form of Maximum Credit Amount Increase Certificate Exhibit G-2 – Form of Additional Lender Certificate 509265-1641-30046358.10 Partnerships Schedule 7.17 - Environmental Matters Schedule 7.19 - Insurance Schedule 7.20 - Hedging Agreements Schedule 7.22 - Material Agreements Schedule 7.23 - Gas Imbalances Schedule 9.01 - Debt Schedule 9.02 - Liens Schedule 9.03 - Investments, Loans and Advances THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 22June 14, 2019, 2004 is among: Cabot Oil & Gas Corporationamong XXXXXX PETROLEUM COMPANY, a corporation duly formed and existing under the laws of the State of Delaware (the “"Borrower”"); each of the Lenders from time to time party heretolenders that is a signatory hereto or which becomes a signatory hereto as provided in Section 12.06 (individually, together with its successors and assigns, a "Lender" and, collectively, the "Lenders"); and JPMorgan Chase BankUNION BANK OF CALIFORNIA, N.A. N.A., (in its individual capacity, “JPMorgan”"UBOC"), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “"Administrative Agent”)") and as documentation agent.

EXCULPATION PROVISIONS. 98 Section 86 SECTION 12.14 No Third Party Beneficiaries.........................................................................98 Section NO THIRD PARTY BENEFICIARIES........................................ 86 SECTION 12.15 USA Patriot Act Notice..................................................................................98 Section PATRIOT ACT NOTICE.............................................. 86 SECTION 12.16 Most Favored Leader....................................................................................98 Section 12.17 Material Non-Public Information.................................................................99 Section 12.18 No Fudiciary DutyAMENDMENT AND RESTATEMENT OF EXISTING CREDIT AGREEMENT.............. 86 ANNEXES, etc................................................................................100 Section 12.19 Acknowledgement and Consent to Bail-In of EEA Financial Institutions..101 Annex EXHIBITS AND SCHEDULES Annex I – List Commitments Annex II Terms of Maximum Credit Amounts Schedules Schedule 1.02 – Existing Letters of Credit Schedule 7.05 – Litigation Schedule 7.06 – Environmental Matters Schedule 7.13 – Subsidiaries Schedule 7.16 – Advance Payment Contracts Schedule 7.17 – Swap Agreements Schedule 9.03 – Liens Schedule 9.05 – Investments Exhibits Subordination Exhibit A – Form of Note Exhibit B – B-1 Form of Borrowing Request Exhibit B-2 Notice of Commitment Increase Exhibit C – Form of Interest Election Request Exhibit D – Form of Compliance Certificate Exhibit E – E-1 Form of Legal Opinion of Xxxxx Xxxxx Xxxxxx Xxxxxxx Law Firm L.L.C., special counsel to the Borrower Exhibit F – E-2 Form of Legal Opinion of Local Counsel Exhibit F-1 Security Instruments Exhibit F-2 Form of Guaranty and Collateral Agreement Exhibit G Form of Assignment and Assumption Exhibit G-1 – Form of Maximum Credit Amount Increase Certificate Exhibit G-2 – Form of Additional Lender Certificate 509265-1641-30046358.10 Schedule 7.05 Litigation Schedule 7.15 Subsidiaries and Partnerships; Unrestricted Subsidiaries Schedule 7.19 Gas Imbalances Schedule 7.20 Marketing Contracts Schedule 7.21 Swap Agreements Schedule 9.05 Investments THIS SECOND AMENDED AND RESTATED CREDIT SECOND LIEN TERM LOAN AGREEMENT dated as of April 22July 28, 20192005, is among: Cabot Oil & Gas Petrohawk Energy Corporation, a corporation duly formed and existing under the laws of the State of Delaware (the “"Borrower”"); each of the Lenders from time to time party hereto; and JPMorgan Chase Bank, N.A. BNP Paribas (in its individual capacity, “JPMorgan”"BNP Paribas"), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “"Administrative Agent”").