Common use of Exiting Lenders Clause in Contracts

Exiting Lenders. Amarillo National Bank, MassMutual Asset Finance LLC and KeyBank National Association, as a “Lender” under the Eleventh Amended and Restated Agreement (the “Exiting Lender”), hereby sells, assigns, transfers and conveys to the Lenders hereto, and each of the Lenders hereto hereby purchases and accepts, so much of the aggregate commitments under, and loans outstanding under, the Eleventh Amended and Restated Agreement such that, after giving effect to this Agreement (a) the Exiting Lender shall (i) be paid in full for all amounts owing under the Prior Agreements as agreed and calculated by the Exiting Lender and the Agent in accordance with the Eleventh Amended and Restated Agreement, (ii) cease to be a “Lender” under the Eleventh Amended and Restated Agreement and the “Loan Documents” as defined therein and (iii) relinquish its rights (provided that it shall still be entitled to any rights of indemnification in respect of any circumstance or event or condition arising prior to the Effective Date) and be released from its obligations under the Eleventh Amended and Restated Agreement and the other “Loan Documents” as defined therein and (b) the Commitments of each Lender shall be as set forth on Schedule 1.1(a) hereto. The foregoing assignments, transfers and conveyances are without recourse to the Exiting Lenders and without any warranties whatsoever by the Agent, the Floor Plan Agent, the Issuing Banks, the Swing Line Bank or the Exiting Lender as to title, enforceability, collectability, documentation or freedom from liens or encumbrances, in whole or in part, other than the warranty of the Exiting Lender that it has not previously sold, transferred, conveyed or encumbered such interests. The assignee Lenders and the Agent shall make all appropriate adjustments in payments under the Eleventh Amended and Restated Agreement, the “Notes” and the other “Loan Documents” thereunder for periods prior to the adjustment date among themselves. The Exiting Lender is executing this Agreement for the sole purpose of evidencing its agreement to this Section 13.17 only and for no other purpose.

Exiting Lenders. Amarillo National Bank(a) Each Person executing this Amendment under the heading “Exiting Lenders” on the signature pages hereto, MassMutual Asset Finance LLC and KeyBank National Association, in its capacity as a “Lender” lender under the Eleventh Amended and Restated Existing Credit Agreement (the each, an “Exiting Lender”), hereby sellsis signing this Amendment for the purposes of amending the Existing Credit Agreement as contemplated by Section 1 and assigning its revolving commitment and/or the outstanding portion of the term A loan it holds under the Existing Credit Agreement on the Second Amendment Effective Date to one or more Lenders under the Amended Credit Agreement as described in the following sentence. Upon giving effect to this Amendment, assigns, transfers and conveys (i) each Exiting Lender’s portion of the term A loan outstanding under the Existing Credit Agreement shall be fully assigned at par to one or more Lenders under the Lenders heretoAmended Credit Agreement, and each of Exiting Lender’s revolving commitment under the Existing Credit Agreement shall be fully assigned to one or more Lenders hereto hereby purchases and acceptsunder the Amended Credit Agreement, in each case so much of the aggregate commitments under, and loans outstanding under, the Eleventh Amended and Restated Agreement such that, after giving effect to this Agreement (a) such assignments, the Exiting Lender shall (i) be paid in full for all amounts owing Lenders under the Prior Agreements as agreed Amended Credit Agreement shall have Commitments and calculated by the Exiting Lender and the Agent in accordance with the Eleventh Amended and Restated Agreement, (ii) cease to be a “Lender” under the Eleventh Amended and Restated Agreement and the “Loan Documents” as defined therein and (iii) relinquish its rights (provided that it shall still be entitled to any rights of indemnification in respect of any circumstance or event or condition arising prior to the Effective Date) and be released from its obligations under the Eleventh Amended and Restated Agreement and the other “Loan Documents” as defined therein and (b) the Commitments of each Lender shall be Applicable Percentages as set forth on Schedule 1.1(a1.01(b) attached hereto. The foregoing assignments, transfers and conveyances are without recourse to (ii) no Exiting Lender shall be a Lender under the Amended Credit Agreement, (iii) no Exiting Lenders and without Lender shall have any warranties whatsoever rights, obligations or duties as a lender under CHAR1\1892749v6 the Amended Credit Agreement or any other Loan Document, except for any right, obligation or duty which by the Agent, the Floor Plan Agent, the Issuing Banks, the Swing Line Bank or the Exiting Lender as to title, enforceability, collectability, documentation or freedom from liens or encumbrances, in whole or in part, other than the warranty express terms of the Existing Credit Agreement or any other Loan Document would survive termination of the Existing Credit Agreement or such other Loan Document, and (iv) the Loan Parties shall have no obligations or liabilities to any Exiting Lender that it has not previously soldLender, transferred, conveyed except for obligations or encumbered liabilities which by the express terms of the Existing Credit Agreement or any other Loan Document would survive termination of the Existing Credit Agreement or such interests. The assignee Lenders and the Agent shall make all appropriate adjustments in payments under the Eleventh Amended and Restated Agreement, the “Notes” and the other “Loan Documents” thereunder for periods prior to the adjustment date among themselves. The Exiting Lender is executing this Agreement for the sole purpose of evidencing its agreement to this Section 13.17 only and for no other purposeDocument.

Exiting Lenders. Amarillo National Bank, MassMutual Asset Finance LLC and KeyBank National Association, as a “Lender” under the Eleventh Amended and Restated Agreement (the “Each Exiting Lender”), Lender hereby sells, assigns, transfers and conveys to the Lenders hereto, and each of the Lenders hereto hereby purchases and accepts, so much of the aggregate commitments underCommitments under (and as defined in), and loans Advances outstanding underunder (and as defined in), the Eleventh Amended and Restated Existing Credit Agreement such that, after giving effect to this Agreement (a) the such Exiting Lender shall (i) be paid in full in cash for all amounts owing under the Prior Agreements Existing Credit Agreement, except to the extent such amounts continue under the Amended and Restated Gulf Credit Agreement, as of the Closing Date as agreed and calculated by the such Exiting Lender and the Administrative Agent in accordance with the Eleventh Amended and Restated Existing Credit Agreement, (ii) except to the extent it continues to be a “Lender” under the Amended and Restated Gulf Credit Agreement, cease to be a “Lender” under the Eleventh Amended and Restated Existing Credit Agreement and the “Loan Documents” as defined therein and (iii) except to the extent such rights and obligations continue under the Amended and Restated Gulf Credit Agreement, relinquish its rights (provided that it shall still be entitled to any rights of indemnification in respect of any circumstance or event or condition arising prior to the Effective Date) and be released from its obligations under the Eleventh Amended and Restated Existing Credit Agreement and the other “Loan Documents” as defined therein (provided that each Exiting Lender shall retain all rights (including without limitation all indemnification rights) that by the express terms of the Existing Credit Agreement survive with respect to Persons who cease to be Lenders under the Loan Documents pursuant to the terms thereof), and (b) the Commitments Commitment of each Lender shall be as set forth on Schedule 1.1(a) Annex II hereto. The foregoing assignments, transfers and conveyances are without recourse to the such Exiting Lenders Lender and without any warranties whatsoever by the Agent, the Floor Plan Agent, the Issuing Banks, the Swing Line Bank Administrative Agent or the such Exiting Lender as to title, enforceability, collectability, documentation or freedom from liens or encumbrances, in whole or in part, other than the warranty of the such Exiting Lender that it has not previously sold, transferred, conveyed or encumbered such interests. The assignee Lenders and the Administrative Agent shall make all appropriate adjustments in payments under the Eleventh Amended and Restated this Agreement, the “Notes” and the other “Loan Documents” thereunder for periods prior to the adjustment date among themselves. The Each Exiting Lender is executing this Agreement for the sole purpose of evidencing its agreement to this Section 13.17 9.21 and Section 9.22 only and for no other purposepurpose and shall have no obligations under this Agreement except as set forth in this Section 9.21 and Section 9.22.

Exiting Lenders. Amarillo National Each of Banco Bilbao Vizcaya Argentaria, S.A. New York Branch, MUFG Bank, MassMutual Asset Finance LLC and KeyBank Ltd., Capital One, National Association, HSBC Bank USA, N.A., Citizens Bank and Xxxxxxx Xxxxxxx Bank, as a “Lender” under the Eleventh Amended and Restated Existing Credit Agreement (the each, an “Exiting Lender”), hereby sells, assigns, transfers and conveys to the Lenders hereto, and each of the Lenders hereto hereby purchases and accepts, so much of the aggregate commitments under, and loans outstanding under, the Eleventh Amended and Restated Existing Credit Agreement such that, after giving effect to this Agreement (a) the each Exiting Lender shall (i) be paid in full for all amounts owing under the Prior Agreements Existing Credit Agreement as agreed and calculated by the such Exiting Lender and the Administrative Agent in accordance with the Eleventh Amended and Restated Existing Credit Agreement, (ii) cease to be a “Lender” under the Eleventh Amended and Restated Existing Credit Agreement and the “Loan Documents” as defined therein and (iii) relinquish its rights (provided that it shall still be entitled to any rights of indemnification which by their express terms survive the termination, repayment, satisfaction or discharge of such Exiting Lender’s obligations under the Existing Credit Agreement in respect of any circumstance or event or condition arising prior to the Effective Date) and be released from its obligations under the Eleventh Amended and Restated Existing Credit Agreement and the other “Loan Documents” as defined therein and (b) the Commitments of each Lender shall be as set forth on Schedule 1.1(a) 2.01 hereto. Such purchases shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived). The foregoing assignments, transfers and conveyances are without recourse to the any Exiting Lenders Lender and without any warranties whatsoever by the Agent, the Floor Plan Agent, the Issuing Banks, the Swing Line Bank Administrative Agent or the any Exiting Lender as to title, enforceability, collectability, documentation or freedom from liens or encumbrances, in whole or in part, other than the warranty of the each Exiting Lender that it has not previously sold, transferred, conveyed or encumbered such interests. The assignee Lenders and the Administrative Agent shall make all appropriate adjustments in payments under the Eleventh Amended and Restated Existing Credit Agreement, the “Notes” and the other “Loan Documents” thereunder for periods prior to the adjustment date among themselves. The Each Exiting Lender is executing this Agreement for the sole purpose of evidencing its agreement to this Section 13.17 9.20 only and for no other purpose.

Exiting Lenders. Amarillo National BankSubject to the occurrence of the Restatement Effective Date, MassMutual Asset Finance LLC each of the Exiting Lenders hereby (a) consents to this Agreement as required under Section 10.01 of the Existing Credit Agreement solely with respect to and KeyBank National Associationto the extent such consent is necessary to effect the provisions of Section 2(b) and this Section 16 and (b) acknowledges and agrees to Section 2(b) and Section 5 of this Agreement. Each of the parties hereto hereby agrees and confirms that after giving effect to Section 2(b) of this Agreement, as a “each Exiting Lender” ’s Committed Sum shall be $0, its Commitments to lend and all of its obligations under the Eleventh Amended and Restated Existing Credit Agreement (the “Exiting Lender”), hereby sells, assigns, transfers and conveys to the Lenders hereto, shall be terminated and each of the Exiting Lenders hereto hereby purchases and accepts, so much of the aggregate commitments under, and loans outstanding under, the Eleventh Amended and Restated Agreement such that, after giving effect to this Agreement (a) the Exiting Lender shall (i) be paid in full for all amounts owing under the Prior Agreements as agreed and calculated by the Exiting Lender and the Agent in accordance with the Eleventh Amended and Restated Agreement, (ii) cease to be a “Lender” Lender for all purposes under the Eleventh Amended Loan Documents; provided, that, each Exiting Lender shall retain all rights (including without limitation all indemnification rights) that by the express terms of the Existing Credit Agreement survive with respect to Persons who cease to be Lenders under the Loan Documents pursuant to the terms thereof. For the avoidance of doubt, in addition to the payments of principal, reallocations, adjustments and Restated other actions contemplated under the Credit Agreement and this Section 16, the “Loan Documents” as defined therein Borrower shall pay (or cause to be paid) all interest, fees and (iii) relinquish its rights (provided that it shall still be entitled to any rights of indemnification in respect of any circumstance or event or condition arising prior to the Effective Date) and be released from its obligations under the Eleventh Amended and Restated Agreement and the other “Loan Documents” as defined therein and (b) the Commitments of each Lender shall be as set forth on Schedule 1.1(a) hereto. The foregoing assignments, transfers and conveyances are without recourse charges owed to the Exiting Lenders and without any warranties whatsoever by under the Agent, the Floor Plan Agent, the Issuing Banks, the Swing Line Bank or the Exiting Lender Loan Documents as to title, enforceability, collectability, documentation or freedom from liens or encumbrances, in whole or in part, other than the warranty of the Exiting Lender that it has not previously soldRestatement Effective Date, transferredincluding without limitation in connection with the payment in full of the Committed Loans held by, conveyed or encumbered such interests. The assignee Lenders and the Agent shall make termination in full of all appropriate adjustments in payments under the Eleventh Amended and Restated AgreementCommitments of, the “Notes” and the other “Loan Documents” thereunder for periods prior to the adjustment date among themselves. The such Exiting Lender is executing this Agreement for the sole purpose of evidencing its agreement to this Section 13.17 only and for no other purposeLenders contemplated hereby.

Exiting Lenders. Amarillo National BankSimultaneously with the effectiveness of this Amendment, MassMutual Asset Finance LLC each Exiting Lender shall be deemed to have, and KeyBank National Associationdoes hereby sell and assign, as a “Lender” under the Eleventh Amended and Restated Agreement (the “Exiting Lender”)without recourse, hereby sells, assigns, transfers and conveys to the Lenders heretorespective Increasing Lenders, and each of the Lenders hereto Increasing Lender hereby purchases and acceptsassumes, so much without recourse, from the respective Exiting Lenders, all of the aggregate commitments underinterests in such Exiting Lender’s rights and obligations under the Credit Agreement, and loans outstanding underincluding, without limitation, the Eleventh Amended Commitment of such Exiting Lender on the Effective Date and Restated Agreement all of the Loans owing to such Exiting Lender that are outstanding on the Effective Date, together with all of the participations in Letters of Credit and LC Disbursements held by such Exiting Lender on the Effective Date, but excluding accrued interest and fees to but excluding the Effective Date, such that, after giving effect to this Agreement Amendment, (a) the each Exiting Lender shall (i) be paid in full for all amounts owing to such Exiting Lender under the Prior Agreements as agreed and calculated by the Exiting Lender and the Agent in accordance with the Eleventh Amended and Restated Credit Agreement, (ii) cease to be a “Lender” Lender under the Eleventh Amended and Restated Credit Agreement and the “other Loan Documents” Documents and, to the extent such Exiting Lender is named as defined therein a Syndication Agent, Co-Documentation Agent or any similar capacity under the Credit Agreement, such Exiting Lender shall cease to hold such title, and (iii) relinquish its rights (provided that it shall still be entitled to any rights that expressly survive termination of indemnification the Commitments in respect of any circumstance or circumstance, event or condition arising prior to the Effective Date) and be released from its obligations under the Eleventh Amended and Restated Credit Agreement and the other “Loan Documents” as defined therein Documents and (b) the Commitments Maximum Credit Amount of each Increasing Lender shall be as set forth on Schedule 1.1(aAnnex I to this Amendment. No fees required under Section 12.04(b)(ii) hereto. The of the Credit Agreement shall be due by or to any Person in connection with the foregoing assignments, transfers and conveyances all of which are without recourse to the Exiting Lenders and without waived by any warranties whatsoever by the Agent, the Floor Plan Agent, the Issuing Banks, the Swing Line Bank or the Exiting Lender as to title, enforceability, collectability, documentation or freedom from liens or encumbrances, in whole or in part, other than the warranty of the Exiting Lender that it has not previously sold, transferred, conveyed or encumbered such interestsparty entitled thereto. The assignee Increasing Lenders and the Administrative Agent shall make all appropriate adjustments in payments under the Eleventh Amended and Restated Agreement, the “Notes” and the other “Loan Documents” thereunder Credit Agreement for periods prior to the adjustment date Effective Date among themselves. The Each Exiting Lender is executing this Agreement Amendment for the sole purpose of evidencing its agreement to this Section 13.17 8 only and for no other purpose.

Exiting Lenders. Amarillo National BankOn and after the Closing Date, MassMutual Asset Finance LLC and KeyBank National Association, as a “Lender” under the Eleventh Amended and Restated Agreement (the “Exiting Lender”), hereby sells, assigns, transfers and conveys to the Lenders hereto, and i) each of the Lenders hereto hereby purchases and accepts, so much of the aggregate commitments under, and loans outstanding under, the Eleventh Amended and Restated Agreement such that, after giving effect to this Agreement (a) the Exiting Lender shall (i) cease to be paid in full for all amounts owing a Lender under the Prior Agreements as agreed and calculated by the Exiting Lender and the Agent in accordance with the Eleventh Amended and Restated this Agreement, (ii) cease no Exiting Lender shall have any obligations or liabilities as a Lender 156 under this Agreement with respect to be a “Lender” the period from and after the Closing Date and, without limiting the foregoing, no Exiting Lender shall have any Commitment under the Eleventh Amended and Restated this Agreement and the “Loan Documents” as defined therein or any L/C Obligations outstanding hereunder and (iii) relinquish its rights (provided that it no Exiting Lender shall still be entitled to have any rights under the Existing Credit Agreement, this Agreement or any other Loan Document as a Lender (other than rights under the Existing Credit Agreement expressly stated to survive the termination of indemnification the Existing Credit Agreement and the repayment of amounts outstanding thereunder) and each such Exiting Lender’s receipt in respect cash of any circumstance or event or condition arising prior an amount to repay such Exiting Lender’s Loans in full under the Existing Credit Agreement shall be deemed to be a consent to the Effective Date) transactions contemplated hereby. 157 The parties hereto have caused this Agreement to be duly executed as of the day and be released from its obligations under the Eleventh year first above written. BORROWER: CALIFORNIA RESOURCES CORPORATION By: /s/ Xxxxxxxxx X. Xxxx Name: Xxxxxxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer California Resources Corporation] ADMINISTRATIVE AGENT CITIBANK, N.A. AND COLLATERAL AGENT: as Administrative Agent and Collateral Agent By: /s/ Xxxx Xxx Name: Xxxx Xxx Title: Vice President California Resources Corporation] LENDERS: [*****] [Signature Page to Amended and Restated Credit Agreement and the other “Loan Documents” as defined therein and (b) the Commitments of each Lender shall be as set forth on Schedule 1.1(a) hereto. The foregoing assignments, transfers and conveyances are without recourse to the Exiting Lenders and without any warranties whatsoever by the Agent, the Floor Plan Agent, the Issuing Banks, the Swing Line Bank or the Exiting Lender as to title, enforceability, collectability, documentation or freedom from liens or encumbrances, in whole or in part, other than the warranty of the Exiting Lender that it has not previously sold, transferred, conveyed or encumbered such interests. The assignee Lenders and the Agent shall make all appropriate adjustments in payments under the Eleventh Amended and Restated Agreement, the “Notes” and the other “Loan Documents” thereunder for periods prior to the adjustment date among themselves. The Exiting Lender is executing this Agreement for the sole purpose of evidencing its agreement to this Section 13.17 only and for no other purpose.–

Exiting Lenders. Amarillo National BankSimultaneously with the effectiveness of this Amendment, MassMutual Asset Finance LLC each Exiting Lender shall be deemed to have, and KeyBank National Associationdoes hereby sell, as a “Lender” under the Eleventh Amended assign, transfer and Restated Agreement convey to each other Lender hereunder that is increasing its Commitment (the “Exiting LenderIncreasing Lenders”), hereby sells, assigns, transfers ) and conveys to the Lenders heretoNew Lender, and each of the Increasing Lenders hereto and the New Lender hereby purchases and accepts, so much the Commitments and Loans of the aggregate commitments under, and loans outstanding under, the Eleventh Amended and Restated Agreement Exiting Lenders such that, after giving effect to this Agreement Amendment, (a) the each Exiting Lender shall (i) be paid in full for all amounts owing to such Exiting Lender under the Prior Agreements Credit Agreement as agreed and calculated by the such Exiting Lender and the Administrative Agent in accordance with the Eleventh Amended and Restated Credit Agreement, (ii) cease to be a “Lender” Lender under the Eleventh Amended and Restated Credit Agreement and the “other Loan Documents” as defined therein Documents and (iii) relinquish its rights (provided that it shall still be entitled to any rights which by their express terms survive the termination, repayment, satisfaction or discharge of indemnification such Exiting Lender’s obligations under the Credit Agreement in respect of any circumstance or event or condition arising prior to the Amendment Effective Date) and be released from its obligations under the Eleventh Amended and Restated Credit Agreement and the other “Loan Documents” as defined therein Documents and (b) the Commitments of each of the Increasing Lenders and the New Lender shall be as set forth on Schedule 1.1(a) 2.01 hereto. Such purchases shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived). The foregoing assignments, transfers and conveyances are without recourse to the Exiting Lenders and without any warranties whatsoever by the Agent, the Floor Plan Agent, the Issuing Banks, the Swing Line Bank Administrative Agent or the Exiting Lender Lenders as to title, enforceability, collectability, documentation or freedom from liens or encumbrances, in whole or in part, other than the warranty of the each Exiting Lender that it has not previously sold, transferred, conveyed or encumbered such interests. The assignee Lenders Increasing Lenders, the New Lender and the Administrative Agent shall make all appropriate adjustments in payments under the Eleventh Amended and Restated Agreement, the “Notes” and the other “Loan Documents” thereunder Credit Agreement for periods prior to the adjustment date among themselves. The Each Exiting Lender is executing this Agreement Amendment for the sole purpose of evidencing its agreement to this Section 13.17 7 only and for no other purpose.

Exiting Lenders. Amarillo National Simultaneously with the effectiveness of this Agreement, Citibank N.A., CIBC Bank USA and Royal Bank of Canada, each of which who have been a Lender under the Credit Agreement and who executes this Amendment below as an Exiting Lender (each an “Exiting Lender” and collectively, the “Exiting Lenders”), shall be deemed to have, and does hereby sell, assign, transfer and convey to Fifth Third Bank, MassMutual Asset Finance LLC and KeyBank National Association, as and Xxxxxxx Xxxxx Lending Partners LLC (each a “New Lender” under the Eleventh Amended and Restated Agreement (collectively, the “Exiting LenderNew Lenders”), hereby sells, assigns, transfers and conveys to the Lenders hereto, and each of the Lenders hereto New Lender hereby purchases and accepts, so much accepts a portion of the aggregate commitments underCommitments, Loans and loans outstanding under, L/C Obligations of the Eleventh Amended and Restated Agreement Exiting Lenders such that, after giving effect to this Agreement Amendment, (a) each of the Exiting Lender Lenders shall (i) be paid in full for all amounts owing to the Exiting Lenders under the Prior Agreements as agreed and calculated by the Exiting Lender and the Agent in accordance with the Eleventh Amended and Restated Credit Agreement, (ii) cease to be a “Lender” Lender under the Eleventh Amended and Restated Credit Agreement or this Amendment and the “Loan Documents” as defined therein , and (iii) relinquish its respective rights (provided that it shall still be entitled to any rights of indemnification in respect of any circumstance or circumstance, event or condition arising prior to the Effective Date) and be released from its obligations under the Eleventh Amended and Restated Agreement Credit Agreement, this Amendment and the other “Loan Documents” as defined therein Documents and (b) the Commitments of each Lender the New Lenders shall be as set forth on Schedule 1.1(a) hereto1.1A to this Amendment, and each of the New Lenders shall hereafter have, and does hereby assume, all of the rights and obligations of a Lender under the Credit Agreement, this Amendment and the Loan Documents. Without limiting the foregoing, each of the New Lenders, by its execution of this Amendment, shall be deemed to have accepted and agree to the provisions set forth in the form of Assignment and Assumption attached to the Credit Agreement as Exhibit D and in the Annex 1 attached thereto applicable to the New Lender, as if such provisions were set forth herein, all of which are incorporated herein by this reference. The foregoing assignmentsassignment, transfers transfer and conveyances are conveyance is without recourse to any of the Exiting Lenders and without any warranties whatsoever by the Agent, the Floor Plan Administrative Agent, the Issuing Banks, the Swing Line Bank Lenders or the each Exiting Lender as to title, enforceability, collectability, documentation or freedom from liens or encumbrances, in whole or in part, other than the warranty of the such Exiting Lender that it has not previously sold, transferred, conveyed or encumbered such interests. The assignee Lenders and the Agent No fees shall make be due by or to any Person in connection with this assignment, all appropriate adjustments in payments under the Eleventh Amended and Restated Agreement, the “Notes” and the other “Loan Documents” thereunder for periods prior of which are hereby waived by any party entitled to the adjustment date among themselvessame. The Each Exiting Lender is executing this Agreement Amendment for the sole purpose of evidencing its agreement to this Section 13.17 only 4 and for no other purpose.

Exiting Lenders. Amarillo National Bank, MassMutual Asset Finance LLC and KeyBank National Association, Each Person executing this Amendment as a “Lender” on the signature pages hereto that will not be a Lender under the Eleventh Amended and Restated Credit Agreement (each such Person, including, for the avoidance of doubt, in its capacity as Issuing Lender and/or an FCI Issuing Lender, as applicable, an “Exiting Lender”) is signing this Amendment for the sole purposes of amending the Existing Credit Agreement and assigning its commitments and outstanding loans (if applicable) under the Existing Credit Agreement to Lenders (other than to any other Exiting Lender) as described in the following sentence. Upon giving effect to this Amendment, (a) the loans of each Exiting Lender outstanding under the Existing Credit Agreement immediately prior to the effectiveness of this Amendment shall be fully assigned at par to Lenders under the Amended Credit Agreement (or otherwise repaid as contemplated by this Amendment and the Amended Credit Agreement), hereby sells, assigns, transfers and conveys the commitments of each Exiting Lender existing under the Existing Credit Agreement immediately prior to the effectiveness of this Amendment shall be fully assigned to Lenders hereto, and each of under the Lenders hereto hereby purchases and accepts, Amended Credit Agreement so much of the aggregate commitments under, and loans outstanding under, the Eleventh Amended and Restated Agreement such that, after giving effect to this Agreement (a) such assignments, the Exiting Lender Lenders shall (i) be paid hold each class of the Loans and Commitments and have the Applicable Percentages, in full for all amounts owing under the Prior Agreements as agreed and calculated by the Exiting Lender and the Agent in accordance with the Eleventh Amended and Restated Agreement, (ii) cease to be a “Lender” under the Eleventh Amended and Restated Agreement and the “Loan Documents” as defined therein and (iii) relinquish its rights (provided that it shall still be entitled to any rights of indemnification in respect of any circumstance or event or condition arising prior to the Effective Date) and be released from its obligations under the Eleventh Amended and Restated Agreement and the other “Loan Documents” as defined therein and (b) the Commitments of each Lender shall be case as set forth on Schedule 1.1(a1.1A attached hereto, (b) hereto. The foregoing assignments, transfers and conveyances are without recourse to the Exiting Lenders and without any warranties whatsoever by the Agent, the Floor Plan Agent, the Issuing Banks, the Swing Line Bank or the obligations of each Exiting Lender to lend under the Amended Credit Agreement shall be terminated, (c) each Exiting Lender shall no longer be a Lender under the Amended Credit Agreement or any other Loan Document, (d) no Exiting Lender shall have any rights or duties as to titlea Lender under the Amended Credit Agreement or any other Loan Document, enforceability, collectability, documentation except for rights or freedom from liens duties in respect of expense reimbursement and indemnification provisions in the Existing Credit Agreement or encumbrances, in whole or in part, any other than the warranty Loan Document which by their express terms would survive termination of the Existing Credit Agreement or such other Loan Document, and (e) the Loan Parties shall have no obligations or liabilities to any Exiting Lender, except for obligations in respect of expense reimbursement and indemnification provisions in the Existing Credit Agreement or any other Loan Document which by their express terms would survive termination of the Existing Credit Agreement or such other Loan Document. To the extent any Exiting Lender that it has not previously sold, transferred, conveyed or encumbered such interests. The assignee Lenders and the Agent shall make all appropriate adjustments in payments is an Issuing Lender and/or an FCI Issuing Lender under the Eleventh Amended and Restated Existing Credit Agreement, the “Notes” Parent Borrower shall have made arrangements with such Exiting Lender with respect to any letters of credit and foreign credit instruments under the other “Loan Documents” thereunder for periods Existing Credit Agreement and outstanding immediately prior to the adjustment date among themselves. The Exiting Lender is executing this Agreement for Third Amendment Effective Date, including the sole purpose provision of evidencing its agreement cash collateral or other support, to this Section 13.17 only the extent such letters of credit and for no other purposeforeign credit instruments do not constitute Existing Letters of Credit or Existing FCIs, as applicable, under the Amended Credit Agreement.

Exiting Lenders. Amarillo Each of Bank of America, N.A., Vectra Bank of Colorado, National Association and U.S. Bank, MassMutual Asset Finance LLC and KeyBank National AssociationN.A., as a “LenderLenders” under the Eleventh Amended and Restated Prior Agreement (collectively, the “Exiting LenderLenders”), hereby sells, assigns, transfers and conveys to the Lenders hereto, and each of the Lenders hereto hereby purchases and accepts, so much of the aggregate commitments under, and loans outstanding under, the Eleventh Amended and Restated Prior Agreement such that, after giving effect to this Agreement (a) each of the Exiting Lender Lenders shall (i) be paid in full for all amounts owing under the Prior Agreements Agreement as agreed and calculated by the such Exiting Lender Lenders and the US Administrative Agent in accordance with the Eleventh Amended and Restated Prior Agreement, (ii) cease to be a “Lender” under the Eleventh Amended and Restated Prior Agreement and the “Loan Documents” as defined therein and (iii) relinquish its rights (provided that it shall still be entitled to any rights of indemnification in respect of any circumstance or event or condition arising prior to the Effective Date) and be released from its obligations under the Eleventh Amended and Restated Prior Agreement and the other “Loan Documents” as defined therein therein, (b) the Term Loan Commitments (as defined in the Prior Agreement) of the Term Lenders (as defined in the Prior Agreement) are hereby reallocated to the US Commitments of the US Lenders under this Agreement, and (bc) the Commitments of each Lender shall be as set forth on Schedule 1.1(a) 2.01 hereto. The foregoing assignments, transfers and conveyances are without recourse to the Exiting Lenders and without any warranties whatsoever by the Agent, the Floor Plan AgentAgents, the Issuing Banks, the Swing Line Bank Lenders or the any Exiting Lender as to title, enforceability, collectability, documentation or freedom from liens or encumbrances, in whole or in part, other than the warranty of the each Exiting Lender that it has not previously sold, transferred, conveyed or encumbered such interests. The assignee Lenders and the US Administrative Agent shall make all appropriate adjustments in payments under the Eleventh Amended and Restated Prior Agreement, the “Notes” and the other “Loan Documents” thereunder for periods prior to the adjustment date among themselves. The Each of the Exiting Lender Lenders is executing this Agreement for the sole purpose of evidencing its agreement to this Section 13.17 10.16 only and for no other purpose.. 106

Exiting Lenders. Amarillo National BankImmediately prior to the Closing Date, MassMutual Asset Finance LLC there were $159,000,000 of revolving loans outstanding and KeyBank National Association, as a “Lender” no letters of credit outstanding under the Eleventh Amended Existing Agreement. The Borrowers and Restated Agreement (the “Exiting Lender”), Lenders hereby sells, assigns, transfers and conveys consent to the Lenders hereto, and each repayment in full of the Obligations (as defined in the Existing Agreement) owing to the Exiting Lenders hereto hereby purchases and accepts, so much the termination of the aggregate commitments under, and loans outstanding underof the Exiting Lenders under the Existing Agreement with the proceeds of the Term Loan Debt received by the Agent on the Closing Date. After repayment of the Obligations owing to the Exiting Lenders as contemplated by the immediately preceding sentence, the Eleventh Amended Agent is authorized to apply the remaining net cash proceeds of the Term Loan Debt on a non-pro rata basis so that after giving effect to such prepayment each Lender holds its Applicable Percentage of the outstanding Revolving Loans. The prepayments contemplated by this Section 2.1(c) shall be accompanied by all interest on the revolving loans under the Existing Agreement accrued through the Closing Date, any fees under the Existing Agreement through the Closing Date and Restated any Breakage Fees payable to any Exiting Lender or any Lender. On the Closing Date, each Lender will automatically and without further act be deemed to have assumed participations hereunder in the outstanding LC Exposure issued under the Existing Agreement such that, after giving effect to each such deemed assumption of participations, each Lender holds a participation interest in the outstanding LC Exposure in an amount equal to its Applicable Percentage. The Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement (a) the Exiting Lender shall (i) be paid in full for all amounts owing under the Prior Agreements as agreed and calculated by the Exiting Lender and the Agent in accordance with the Eleventh Amended and Restated Agreement, (ii) cease to be a “Lender” under the Eleventh Amended and Restated Agreement and the “Loan Documents” as defined therein and (iii) relinquish its rights (provided that it shall still be entitled to any rights of indemnification in respect of any circumstance or event or condition arising prior not apply to the Effective Date) and be released from its obligations under the Eleventh Amended and Restated Agreement and the other “Loan Documents” as defined therein and (b) the Commitments of each Lender shall be as set forth on Schedule 1.1(a) hereto. The foregoing assignments, transfers and conveyances are without recourse to the Exiting Lenders and without any warranties whatsoever by the Agent, the Floor Plan Agent, the Issuing Banks, the Swing Line Bank or the Exiting Lender as to title, enforceability, collectability, documentation or freedom from liens or encumbrances, in whole or in part, other than the warranty of the Exiting Lender that it has not previously sold, transferred, conveyed or encumbered such interests. The assignee Lenders and the Agent shall make all appropriate adjustments in payments under the Eleventh Amended and Restated Agreement, the “Notes” and the other “Loan Documents” thereunder for periods prior to the adjustment date among themselves. The Exiting Lender is executing this Agreement for the sole purpose of evidencing its agreement transactions effected pursuant to this Section 13.17 only and for no other purpose2.1(c).

Exiting Lenders. Amarillo National Nissan Motor Acceptance Corporation, VW Credit, Inc. and Lloyds Bank Corporate Markets, plc f/k/a Lloyds Bank, MassMutual Asset Finance LLC and KeyBank National Associationplc, as a “Lender” under the Eleventh Tenth Amended and Restated Agreement (the “Exiting Lender”), hereby sells, assigns, transfers and conveys to the Lenders hereto, and each of the Lenders hereto hereby purchases and accepts, so much of the aggregate commitments under, and loans outstanding under, the Eleventh Tenth Amended and Restated Agreement such that, after giving effect to this Agreement (a) the Exiting Lender shall (i) be paid in full for all amounts owing under the Prior Agreements as agreed and calculated by the Exiting Lender and the Agent in accordance with the Eleventh Tenth Amended and Restated Agreement, (ii) cease to be a “Lender” under the Eleventh Tenth Amended and Restated Agreement and the “Loan Documents” as defined therein and (iii) relinquish its rights (provided that it shall still be entitled to any rights of indemnification in respect of any circumstance or event or condition arising prior to the Effective Date) and be released from its obligations under the Eleventh Tenth Amended and Restated Agreement and the other “Loan Documents” as defined therein and (b) the Commitments of each Lender shall be as set forth on Schedule 1.1(a) hereto. The foregoing assignments, transfers and conveyances are without recourse to the Exiting Lenders and without any warranties whatsoever by the Agent, the Floor Plan Agent, the Issuing Banks, the Swing Line Bank or the Exiting Lender as to title, enforceability, collectability, documentation or freedom from liens or encumbrances, in whole or in part, other than the warranty of the Exiting Lender that it has not previously sold, transferred, conveyed or encumbered such interests. The assignee Lenders and the Agent shall make all appropriate adjustments in payments under the Eleventh Tenth Amended and Restated Agreement, the “Notes” and the other “Loan Documents” thereunder for periods prior to the adjustment date among themselves. The Exiting Lender is executing this Agreement for the sole purpose of evidencing its agreement to this Section 13.17 only and for no other purpose.

Exiting Lenders. Amarillo National By its execution of this Agreement, each of Bank of Montreal, Barclays Bank PLC, Credit Suisse AG, Cayman Islands Branch, JPMorgan Chase Bank, MassMutual Asset Finance LLC N.A., Xxxxxx Xxxxxxx Bank, N.A., The Huntington National Bank and KeyBank National AssociationXxxxxxx Xxxxx Bank (each, as a an “Exiting Lender” under the Eleventh Amended and Restated Agreement (collectively, the “Exiting LenderLenders”), ) hereby sells, assigns, transfers and conveys consents to the Lenders hereto, amendment and each restatement of the Lenders Existing Credit Agreement pursuant to the terms and conditions of this Agreement in its capacity as a Lender under the Existing Credit Agreement. Each of the parties hereto hereby purchases agrees and accepts, so much of the aggregate commitments under, and loans outstanding under, the Eleventh Amended and Restated Agreement such that, confirms that after giving effect to this Agreement (a) Agreement, including after giving effect to the repayment of all Loans and accrued and unpaid interest and fees owing to each Exiting Lender, each Exiting Lender’s Commitment shall be $0.00, each Exiting Lender’s Commitments to lend and all other obligations of the Exiting Lenders under this Agreement shall be terminated (other than any obligations that expressly survive the termination or departure of a Lender shall (i) be paid in full for all amounts owing under the Prior Agreements as agreed and calculated by the Exiting Lender and the Agent Loan Documents in accordance with their terms), and the Eleventh Amended and Restated Agreement, (ii) Exiting Lenders shall cease to be a “Lender” Lenders for all purposes under the Eleventh Amended Loan Documents; provided that the rights and Restated obligations under this Agreement expressly stated to survive the termination of this Agreement and the “Loan Documents” repayment of amounts outstanding hereunder shall survive for the benefit of the Exiting Lenders, including the indemnification rights set forth in Section 10.04 of the Existing Credit Agreement. Each of the Exiting Lenders that holds a Revolving Note (as defined therein and (iiiin the Existing Credit Agreement) relinquish its rights (provided that it shall still be entitled agrees to any rights of indemnification in respect of any circumstance or event or condition arising prior promptly return such Revolving Note to the Effective Date) and be released from its obligations under the Eleventh Amended and Restated Agreement and the other Borrower marked “Loan Documents” as defined therein and (b) the Commitments cancelled”. Each of each Lender shall be as set forth on Schedule 1.1(a) hereto. The foregoing assignments, transfers and conveyances are without recourse to the Exiting Lenders and without any warranties whatsoever by the Agent, the Floor Plan Agent, the Issuing Banks, the Swing Line Bank or the Exiting Lender as to title, enforceability, collectability, documentation or freedom from liens or encumbrances, in whole or in part, other than the warranty of the Exiting Lender Lenders that it has not previously sold, transferred, conveyed or encumbered such interests. The assignee Lenders and the Agent shall make all appropriate adjustments in payments are lenders under the Eleventh Amended and Restated Existing Credit Agreement hereby waive any requirements for notice of prepayment of Loans (as defined in the Existing Credit Agreement, ) under the “Notes” and the other “Loan Documents” thereunder for periods prior Existing Credit Agreement with respect to the adjustment date among themselves. The Exiting Lender is executing this Agreement for payments, if any, made thereunder on the sole purpose of evidencing its agreement to this Section 13.17 only and for no other purposeClosing Date.

Exiting Lenders. Amarillo National Each of The Bank of Tokyo-Mitsubishi UFJ, Ltd. and Xxxxxx Xxxxxxx Bank, MassMutual Asset Finance LLC and KeyBank National AssociationN.A., as a “LenderLenders” under the Eleventh Amended and Restated Existing Credit Agreement (collectively, the “Exiting LenderLenders”), hereby sells, assigns, transfers and conveys to the Lenders hereto, and each of the Lenders hereto hereby purchases and accepts, so much of the aggregate commitments under, and loans outstanding under, the Eleventh Amended and Restated Existing Credit Agreement such that, after giving effect to this Agreement (a) each of the Exiting Lender Lenders shall (i) be paid in full for all amounts owing under the Prior Agreements Existing Credit Agreement as agreed and calculated by the such Exiting Lender Lenders and the Administrative Agent in accordance with the Eleventh Amended and Restated Existing Credit Agreement, (ii) cease to be a “Lender” under the Eleventh Amended and Restated Existing Credit Agreement and the “Loan Documents” as defined therein and (iii) relinquish its rights (provided that it shall still be entitled to any rights of indemnification which by their express terms survive the termination, repayment, satisfaction or discharge of such Exiting Lender’s obligations under the Existing Credit Agreement in respect of any circumstance or event or condition arising prior to the Effective Date) and be released from its obligations under the Eleventh Amended and Restated Existing Credit Agreement and the other “Loan Documents” as defined therein and (b) the Commitments of each Lender shall be as set forth on Schedule 1.1(a) 2.01 hereto. Such purchases shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived). The foregoing assignments, transfers and conveyances are without recourse to the Exiting Lenders and without any warranties whatsoever by the Agent, the Floor Plan Agent, the Issuing Banks, the Swing Line Bank Administrative Agent or the any Exiting Lender as to title, enforceability, collectability, documentation or freedom from liens or encumbrances, in whole or in part, other than the warranty of the each Exiting Lender that it has not previously sold, transferred, conveyed or encumbered such interests. The assignee Lenders and the Administrative Agent shall make all appropriate adjustments in payments under the Eleventh Amended and Restated Existing Credit Agreement, the “Notes” and the other “Loan Documents” thereunder for periods prior to the adjustment date among themselves. The Each of the Exiting Lender Lenders is executing this Agreement for the sole purpose of evidencing its agreement to this Section 13.17 9.19 only and for no other purpose.. [END OF TEXT]

Exiting Lenders. Amarillo National Subject to the receipt of funds necessary to pay in full all principal, interest, fees and other charges owed under the Existing Credit Agreement to the Exiting Lenders, each of the Exiting Lenders hereby consents to this Agreement as required under Section 12.02 of the Existing Credit Agreement. Each of the parties hereto hereby agrees and confirms that after receipt by each Exiting Lender of funds necessary to pay in full all principal, interest, fees and other charges owed to it under the Existing Credit Agreement and giving effect to Section 12.20 of this Agreement, each of the Exiting Lenders shall cease to have an Applicable Revolving Credit Percentage hereunder, its commitments to lend and all of its obligations under the Existing Credit Agreement shall be terminated and each of the Exiting Lenders shall cease to be a Lender for all purposes under the Loan Documents (provided that, notwithstanding anything to the contrary on the signature pages hereto, each Exiting Lender shall continue to be entitled to the benefits of Sections 5.01, 5.02, 5.03 and 12.03). The Lenders and Exiting Lenders hereby waive any requirement of the Existing Credit Agreement that requires payments to Lenders to be made on a pro rata basis to the extent necessary to permit the payment to the Exiting Lenders of the amounts specified in Section 6.01(s) of this Agreement. The parties hereto have caused this Agreement to be duly executed as of the day and year first above written. BORROWER: CHAPARRAL ENERGY, INC., a Delaware corporation By: /s/ XXXXXX X. XXXXX Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Chief Financial Officer [Signature Page to Tenth Restated Credit Agreement – Chaparral Energy, Inc.] ADMINISTRATIVE AGENT/ LENDER/ISSUING BANK: JPMORGAN CHASE BANK, N.A. By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Authorized Officer [Signature Page to Tenth Restated Credit Agreement – Chaparral Energy, Inc.] LENDER: CAPITAL ONE, NATIONAL ASSOCIATION By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Senior Director [Signature Page to Tenth Restated Credit Agreement – Chaparral Energy, Inc.] LENDER: NATIXIS, NEW YORK BRANCH By: /s/ Xxxxx Le Foyer Name: Xxxxx Le Foyer Title: Director By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Director [Signature Page to Tenth Restated Credit Agreement – Chaparral Energy, Inc.] LENDER: KEYBANK NATIONAL ASSOCIATION By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Senior Vice President [Signature Page to Tenth Restated Credit Agreement – Chaparral Energy, Inc.] LENDER: SOCIÉTÉ GÉNÉRALE By: /s/ Xxx Xxxxxxxxxxx Name: Xxx Xxxxxxxxxxx Title: Director [Signature Page to Tenth Restated Credit Agreement – Chaparral Energy, Inc.] LENDER: ABN AMRO CAPITAL USA LLC By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Managing Director By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Managing Director [Signature Page to Tenth Restated Credit Agreement – Chaparral Energy, Inc.] LENDER: CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Authorized Signatory By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory [Signature Page to Tenth Restated Credit Agreement – Chaparral Energy, Inc.] LENDER: CITIBANK, N.A. By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Senior Vice President [Signature Page to Tenth Restated Credit Agreement – Chaparral Energy, Inc.] LENDER: COMPASS BANK By: /s/ Xxxx XxXxxxxx Name: Xxxx XxXxxxxx Title: Vice President [Signature Page to Tenth Restated Credit Agreement – Chaparral Energy, Inc.] LENDER: CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Managing Director [Signature Page to Tenth Restated Credit Agreement – Chaparral Energy, Inc.] LENDER: DEUTSCHE BANK AG NEW YORK BRANCH By: /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Director By: /s/ R. Xxxxx Xxxxxxx Name: R. Xxxxx Xxxxxxx Title: Managing Director [Signature Page to Tenth Restated Credit Agreement – Chaparral Energy, Inc.] LENDER: FIFTH THIRD BANK By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Director [Signature Page to Tenth Restated Credit Agreement – Chaparral Energy, Inc.] LENDER: THE HUNTINGTON NATIONAL BANK By: /s/ Xxxxxxxx Xxxxxxxx Name: Xxxxxxxx Xxxxxxxx Title: Senior Vice President [Signature Page to Tenth Restated Credit Agreement – Chaparral Energy, Inc.] LENDER: ROYAL BANK OF CANADA By: /s/ Xxx X. XxXxxxxxxxx Name: Xxx X. XxXxxxxxxxx Title: Authorized Signatory [Signature Page to Tenth Restated Credit Agreement – Chaparral Energy, Inc.] LENDER: THE TORONTO-DOMINION BANK, NEW YORK BRANCH By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Authorized Signatory [Signature Page to Tenth Restated Credit Agreement – Chaparral Energy, Inc.] LENDER: ASSOCIATED BANK, N.A. By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Senior Vice President [Signature Page to Tenth Restated Credit Agreement – Chaparral Energy, Inc.] LENDER: BANK OF AMERICA, N.A. By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President [Signature Page to Tenth Restated Credit Agreement – Chaparral Energy, Inc.] LENDER: COMERICA BANK By: /s/ Xxxxxxx X. XxXxxxx Name: Xxxxxxx X. XxXxxxx Title: Vice President [Signature Page to Tenth Restated Credit Agreement – Chaparral Energy, Inc.] LENDER: EASTWEST BANK By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Senior Vice President [Signature Page to Tenth Restated Credit Agreement – Chaparral Energy, Inc.] LENDER: TEXAS CAPITAL BANK, NATIONAL ASSOCIATION By: /s/ Xxxxx X. Xxxxxxx, Xx. Name: Xxxxx X. Xxxxxxx, Xx. Title: Assistant Vice President [Signature Page to Tenth Restated Credit Agreement – Chaparral Energy, Inc.] The undersigned hereby consents to this Agreement as required under Section 12.02 of the Existing Credit Agreement and is signing this Agreement solely for such purpose. Upon the effectiveness of this Agreement, the undersigned shall cease to be a Lender for all purposes under the Loan Documents. UBS AG, STAMFORD BRANCH, as an Exiting Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Associate Director By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Director [Signature Page to Tenth Restated Credit Agreement – Chaparral Energy, Inc.] The undersigned hereby consents to this Agreement as required under Section 12.02 of the Existing Credit Agreement and is signing this Agreement solely for such purpose. Upon the effectiveness of this Agreement, the undersigned shall cease to be a Lender for all purposes under the Loan Documents. XXXXX FARGO BANK, NATIONAL ASSOCIATION, as an Exiting Lender By: /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: Director [Signature Page to Tenth Restated Credit Agreement – Chaparral Energy, Inc.] The undersigned hereby consents to this Agreement as required under Section 12.02 of the Existing Credit Agreement and is signing this Agreement solely for such purpose. Upon the effectiveness of this Agreement, the undersigned shall cease to be a Lender for all purposes under the Loan Documents. THE BANK OF NOVA SCOTIA, HOUSTON BRANCH, as an Exiting Lender By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director [Signature Page to Tenth Restated Credit Agreement – Chaparral Energy, Inc.] The undersigned hereby consents to this Agreement as required under Section 12.02 of the Existing Credit Agreement and is signing this Agreement solely for such purpose. Upon the effectiveness of this Agreement, the undersigned shall cease to be a Lender for all purposes under the Loan Documents. XXXX BANK USA, as an Exiting Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory [Signature Page to Tenth Restated Credit Agreement – Chaparral Energy, Inc.] The undersigned hereby consents to this Agreement as required under Section 12.02 of the Existing Credit Agreement and is signing this Agreement solely for such purpose. Upon the effectiveness of this Agreement, the undersigned shall cease to be a Lender for all purposes under the Loan Documents. XXXXXXX XXXXX BANK USA, as an Exiting Lender By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Authorized Signatory [Signature Page to Tenth Restated Credit Agreement – Chaparral Energy, Inc.] The undersigned hereby consents to this Agreement as required under Section 12.02 of the Existing Credit Agreement and is signing this Agreement solely for such purpose. Upon the effectiveness of this Agreement, the undersigned shall cease to be a Lender for all purposes under the Loan Documents. U.S. BANK NATIONAL ASSOCIATION, as an Exiting Lender By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Senior Vice President [Signature Page to Tenth Restated Credit Agreement – Chaparral Energy, Inc.] The undersigned hereby consents to this Agreement as required under Section 12.02 of the Existing Credit Agreement and is signing this Agreement solely for such purpose. Upon the effectiveness of this Agreement, the undersigned shall cease to be a Lender for all purposes under the Loan Documents. SEI ENERGY DEBT FUND, LP, as an Exiting Lender By: BENEFIT STREET PARTNERS L.L.C., its Sub-Advisor By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Authorized Signer [Signature Page to Tenth Restated Credit Agreement – Chaparral Energy, Inc.] ANNEX I LIST OF EFFECTIVE DATE MAXIMUM REVOLVING CREDIT AMOUNTS Name of Lender Applicable Revolving Credit Percentage Maximum Revolving Credit Amount JPMorgan Chase Bank, MassMutual Asset Finance LLC and N.A. 5.00000000% $23,859,649.12 Capital One, National Association 5.96491228% $23,859,649.12 Natixis, New York Branch 5.96491228% $23,859,649.12 KeyBank National AssociationAssociation 5.08771930% $20,350,877.19 Société Générale 5.08771930% $20,350,877.19 ABN AMRO Capital USA LLC 5.00000000% $20,350,877.19 Canadian Imperial Bank of Commerce, as New York Branch 5.00000000% $20,350,877.19 Citibank, N.A. 5.00000000% $20,350,877.19 Compass Bank 5.00000000% $20,350,877.19 Credit Agricole Corporate And Investment Bank 5.00000000% $20,350,877.19 Annex I-1 Deutsche Bank AG New York Branch 5.08771930% $20,350,877.19 Fifth Third Bank 5.00000000% $20,350,877.19 The Huntington National Bank 5.00000000% $20,350,877.19 Royal Bank of Canada 5.00000000% $20,350,877.19 The Toronto-Dominion Bank, New York Branch 5.00000000% $20,350,877.19 Associated Bank, N.A. 4.00000000% $16,842,105.26 Bank of America, N.A. 4.00000000% $16,842,105.26 Comerica Bank 4.00000000% $16,842,105.26 EastWest Bank 4.00000000% $16,842,105.26 Texas Capital Bank, National Association 4.21052632% $16,842,105.26 TOTAL 100.00% $400,000,000.00 Annex I-2 ANNEX II EXISTING LETTERS OF CREDIT LC # Current Global Balance Issue date Beneficiary Name Expiry date S-718846 $828,000.00 1/6/2009 CMS ELECTRIC COOPERATIVE, INC 10/20/2017 Annex II-1 EXHIBIT A FORM OF NOTE $[ ] [ ], 20[ ] FOR VALUE RECEIVED, Chaparral Energy, Inc., a “Lender” under the Eleventh Amended and Restated Agreement Delaware corporation (the “Exiting Borrower”), hereby promises to pay to [ ] or its registered assigns (the “Lender”), hereby sellsat the principal office of JPMorgan Chase Bank, assignsN.A. (the “Administrative Agent”), transfers and conveys at [ ], the principal sum of [ ] Dollars ($[ ]) (or such lesser amount as shall equal the aggregate unpaid principal amount of the Loans made by the Lender to the Lenders heretoBorrower under the Credit Agreement, as hereinafter defined), in lawful money of the United States of America and in immediately available funds, on the dates and in the principal amounts provided in the Credit Agreement, and to pay interest on the unpaid principal amount of each such Loan, at such office, in like money and funds, for the period commencing on the date of such Loan until such Loan shall be paid in full, at the rates per annum and on the dates provided in the Credit Agreement. The date, amount, Type, interest rate, Interest Period and maturity of each Loan made by the Lender to the Borrower, and each payment made on account of the Lenders hereto hereby purchases and acceptsprincipal thereof, so much of the aggregate commitments under, and loans outstanding under, the Eleventh Amended and Restated Agreement such that, after giving effect to this Agreement (a) the Exiting Lender shall (i) be paid in full for all amounts owing under the Prior Agreements as agreed and calculated recorded by the Exiting Lender and on its books. Failure to make any such recordation shall not affect any Lender’s or the Agent in accordance with the Eleventh Amended and Restated Agreement, (ii) cease to be a “Lender” under the Eleventh Amended and Restated Agreement and the “Loan Documents” as defined therein and (iii) relinquish its Borrower’s rights (provided that it shall still be entitled to any rights of indemnification or obligations in respect of such Loans or affect the validity of such transfer by any circumstance Lender of this Note pursuant to Section 12.04 of the Credit Agreement. This Note is one of the Notes referred to in the Tenth Restated Credit Agreement dated as of December 21, 2017 among the Borrower, the Administrative Agent, and the other agents and lenders signatory thereto (including the Lender), and evidences Loans made by the Lender thereunder (such Credit Agreement as the same may be amended, supplemented or event or condition arising prior restated from time to time, the “Credit Agreement”). Capitalized terms used in this Note and not otherwise defined herein have the respective meanings assigned to them in the Credit Agreement. This Note is issued pursuant to, and is subject to the Effective Date) terms and be released from its obligations under conditions set forth in, the Eleventh Amended Credit Agreement and Restated is entitled to the benefits provided for in the Credit Agreement and the other “Loan Documents” as defined . The Credit Agreement provides for the acceleration of the maturity of this Note upon the occurrence of certain events, for prepayments of Loans upon the terms and conditions specified therein and other provisions relevant to this Note. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. Exhibit A CHAPARRAL ENERGY, INC., a Delaware corporation By: Name: Title: Exhibit A EXHIBIT B FORM OF BORROWING REQUEST [ ], 20[ ] Chaparral Energy, Inc., a Delaware corporation (b) the Commitments of each Lender shall be as set forth on Schedule 1.1(a) hereto. The foregoing assignments“Borrower”), transfers and conveyances are without recourse pursuant to the Exiting Lenders and without any warranties whatsoever by the Agent, the Floor Plan Agent, the Issuing Banks, the Swing Line Bank or the Exiting Lender as to title, enforceability, collectability, documentation or freedom from liens or encumbrances, in whole or in part, other than the warranty Section 2.03 of the Exiting Lender that it has not previously soldTenth Restated Credit Agreement dated as of December 21, transferred2017 (together with all amendments, conveyed restatements, supplements or encumbered such interests. The assignee Lenders and the Agent shall make all appropriate adjustments in payments under the Eleventh Amended and Restated Agreementother modifications thereto, the “Notes” Credit Agreement”) among the Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent and the other agents and lenders (the “Lenders”) which are or become parties thereto (unless otherwise defined herein, each capitalized term used herein is defined in the Credit Agreement), hereby requests a Borrowing of Loan Documents” thereunder for periods prior to the adjustment date among themselves. The Exiting Lender is executing this Agreement for the sole purpose of evidencing its agreement to this Section 13.17 only and for no other purpose.as follows:

Exiting Lenders. Amarillo National BankImmediately prior to the Closing Date, MassMutual Asset Finance LLC and KeyBank National Association, as a “Lender” under each Exiting Lender has the Eleventh Amended and Restated commitments set forth on Schedule 1.1 of the Prior Agreement (the “Exiting LenderLender Commitments”). On the Closing Date, hereby sells, assigns, transfers and conveys each Exiting Lender (if any) will receive payment in cash in an amount equal to the Lenders hereto, and each sum of the Lenders hereto hereby purchases and accepts, so much of the aggregate commitments under, and loans outstanding under, the Eleventh Amended and Restated Agreement such that, after giving effect to this Agreement (a) the Exiting Lender shall (i) be paid in full for all amounts owing under the aggregate outstanding principal amount of such Exiting Lender’s Prior Agreements as agreed and calculated by the Exiting Lender and the Agent in accordance with the Eleventh Amended and Restated AgreementLoans, (ii) all accrued and unpaid interest thereon, and (iii) any and all other Obligations (as defined in the Prior Loan Agreement) due and owing to such Exiting Lender under the Prior Agreement on the Closing Date (excluding any contingent indemnification or expense reimbursement obligations or which no claim has been asserted) (with respect to each Exiting Lender, collectively, its “Payoff Amount”). Each Exiting Lender represents and warrants to the Agent and the Borrowers that its (i) final Payoff Amount as of the Closing Date is as set forth on Schedule 1.1 attached hereto under the heading “Payoff Amounts” and (ii) the Payoff Amount should be sent to it using its wire transfer instructions currently on file with the Agent. Upon receipt by each Exiting Lender of its Payoff Amount, its Exiting Lender Commitments and all of its Prior Loans shall immediately and automatically terminate and be of no further force and effect, each Exiting Lender shall have no further obligation to make Prior Loans or otherwise extend credit to the Borrowers under the Prior Agreement, and each Exiting Lender shall cease to be a “Lender” under the Eleventh Amended and Restated Agreement and the “Loan Documents” as defined therein . A wire confirmation and (iii) relinquish its rights (provided that it shall still be entitled to any rights of indemnification in respect of any circumstance or event or condition arising prior to the Effective Date) and be released from its obligations under the Eleventh Amended and Restated Agreement and the other “Loan Documents” as defined therein and (b) the Commitments of each Lender federal reference number shall be as set forth on Schedule 1.1(a) hereto. The foregoing assignments, transfers and conveyances are without recourse to the Exiting Lenders and without any warranties whatsoever by the Agent, the Floor Plan Agent, the Issuing Banks, the Swing Line Bank or the conclusive evidence that each Exiting Lender as to titlehas received its respective Payoff Amount, enforceability, collectability, documentation or freedom from liens or encumbrances, in whole or in part, other than the warranty of the Exiting Lender that it has not previously sold, transferred, conveyed or encumbered such interests. The assignee Lenders and the Agent shall make all appropriate adjustments in payments under the Eleventh Amended and Restated Agreement, the “Notes” and the other “Loan Documents” thereunder for periods prior to the adjustment date among themselves. The Exiting Lender is executing this Agreement for the sole purpose of evidencing its agreement to this Section 13.17 only and for no other purposeabsent manifest error.

Exiting Lenders. Amarillo National BankNotwithstanding anything to the contrary herein or any other document (including the Credit Agreement), MassMutual Asset Finance LLC and KeyBank National Association, as a each of the “LenderLenders” under the Eleventh Amended and Restated Credit Agreement (the “Exiting Lender”), hereby sells, assigns, transfers and conveys to the Lenders hereto, and each of the Lenders hereto hereby purchases and accepts, so much of the aggregate commitments under, and loans outstanding under, the Eleventh Amended and Restated Agreement such that, after before giving effect to this Amendment) that does not have a First Amendment Commitment (which Lenders are identified as “Exiting Lenders” on the signature pages to this Agreement (acollectively, the “Exiting Lenders”)) acknowledges and agrees that upon the payment of the amounts referred to in Section 8(k) above that are owing to such Exiting Lender, such Exiting Lender shall (i) not be paid in full for all amounts owing a Lender under the Prior Agreements as agreed Credit Agreement and calculated by shall not have any obligations or liabilities under the Credit Agreement or any other Loan Document (it being understood and agreed, however, that the Exiting Lender Lenders shall continue to benefit from the expense reimbursement and indemnification provisions set forth in the Credit Agreement and all other provisions thereof that expressly survive termination thereof). Notwithstanding the conditions precedent to effectiveness of this Amendment set forth in Section 8 above, the parties hereto agree that the provisions of this Section 9 shall be effective upon the execution and delivery of this Amendment by each of the parties hereto and the Agent payment of the amounts referred to in accordance with the Eleventh Amended and Restated AgreementSection 8(k) above that are owing to such Exiting Lender, (ii) cease to be a “Lender” under the Eleventh Amended and Restated Agreement and the “Loan Documents” as defined therein and (iii) relinquish its rights (provided notwithstanding any claim that it shall still be entitled to any rights one or more of indemnification in respect of any circumstance or event or condition arising prior to the Effective Date) and be released from its obligations under the Eleventh Amended and Restated Agreement and the other “Loan Documents” as defined therein and (b) the Commitments of each Lender shall be as set forth on Schedule 1.1(a) heretoconditions precedent in Section 8 above were not satisfied. The foregoing assignments, transfers and conveyances are without recourse to Loan Parties hereby release the Exiting Lenders and without any warranties whatsoever by the Agenttheir respective affiliates and their respective officers, directors, employees, shareholders, agents, attorneys and representatives as well as their respective successors and assigns (collectively, the Floor Plan Agent“Released Parties”) from any and all claims, obligations, rights, causes of action, and liabilities, of whatever kind or nature, whether known or unknown, whether foreseen or unforeseen, arising on or before the Issuing BanksFirst Amendment Effective Date, which the Swing Line Bank Loan Parties ever had, now have or hereafter can, shall or may have for, upon or by reason of any matter, cause or thing whatsoever, which are based upon, arise under or are related to the Exiting Lender as to title, enforceability, collectability, documentation or freedom from liens or encumbrances, in whole or in partLoan Documents, other than such claims, obligations, rights, causes of action, and liabilities arising from the warranty gross negligence or willful misconduct of the Exiting Lender Released Parties (in each case except to the extent that it any Loan Party has not previously soldactual knowledge thereof as of the First Amendment Effective Date), transferredas determined by a court of competent jurisdiction in a final, conveyed or encumbered such interests. The assignee Lenders and the Agent shall make all appropriate adjustments in payments under the Eleventh Amended and Restated Agreementnon-appealable judgment (collectively, the “Notes” and Released Matters”); provided that no Loan Party releases, discharges or acquits any Released Party from its agreements specifically set forth in this Agreement. Without limiting the other “generality of the foregoing, each Loan Documents” thereunder for periods prior Party hereby waives the provisions of any statute or doctrine to the adjustment date among themselveseffect that a general release does not extend to claims which a releasing party does not know or suspect to exist in its favor at the time of executing the release, which if known by such releasing party would have materially affected the releasing party’s settlement with the party being released. The Exiting Lender is executing this Agreement for Each Loan Party acknowledges that the sole purpose of evidencing its agreement to agreements in this Section 13.17 only and for no other purpose9 are intended to be in full satisfaction of all or any alleged injuries or damages arising in connection with the Released Matters.

Exiting Lenders. Amarillo National Each of MUFG Union Bank, MassMutual Asset Finance LLC and KeyBank N.A, Compass Bank, Citizens Bank, N.A., U.S. Bank National Association, Bank of the West, HSBC Bank USA, N.A., and Regions Bank, as a “LenderLenders” under the Eleventh Amended and Restated Existing Credit Agreement (collectively, the “Exiting LenderLenders”), hereby sells, assigns, transfers and conveys to the Lenders hereto, and each of the Lenders hereto hereby purchases and accepts, so much of the aggregate commitments under, and loans outstanding under, the Eleventh Amended and Restated Existing Credit Agreement such that, after giving effect to this Agreement (a) each of the Exiting Lender Lenders shall (i) be paid in full for all amounts owing under the Prior Agreements Existing Credit Agreement as agreed and calculated by the such Exiting Lender Lenders and the Administrative Agent in accordance with the Eleventh Amended and Restated Existing Credit Agreement, (ii) cease to be a “Lender” under the Eleventh Amended and Restated Existing Credit Agreement and the “Loan Documents” as defined therein and (iii) relinquish its rights (provided that it shall still be entitled to any rights of indemnification which by their express terms survive the termination, repayment, satisfaction or discharge of such Exiting Lender’s obligations under the Existing Credit Agreement in respect of any circumstance or event or condition arising prior to the Effective Closing Date) and be released from its obligations under the Eleventh Amended and Restated Existing Credit Agreement and the other “Loan Documents” as defined therein and (b) the Commitments of each Lender shall be as set forth on Schedule 1.1(a) 1.1 hereto. Such purchases shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived). The foregoing assignments, transfers and conveyances are without recourse to the Exiting Lenders and without any warranties whatsoever by the Agent, the Floor Plan Agent, the Issuing Banks, the Swing Line Bank Administrative Agent or the any Exiting Lender as to title, enforceability, collectability, documentation or freedom from liens or encumbrances, in whole or in part, other than the warranty of the each Exiting Lender that it has not previously sold, transferred, conveyed or encumbered such interests. The assignee Lenders and the Administrative Agent shall make all appropriate adjustments in payments under the Eleventh Amended and Restated Existing Credit Agreement, the “Notes” and the other “Loan Documents” thereunder for periods prior to the adjustment date among themselves. The For the avoidance of doubt, no such adjustment shall affect the amounts due to the Exiting Lender Lenders as otherwise agreed and calculated pursuant to this Section 12.24. Each of the Exiting Lenders is executing this Agreement for the sole purpose of evidencing its agreement to this Section 13.17 12.24 only and for no other purpose.

Exiting Lenders. Amarillo National Each of CIT Finance LLC, Motors Insurance Corporation and Sovereign Bank, MassMutual Asset Finance LLC and KeyBank National AssociationN.A. (formerly known as Sovereign Bank), as a “LenderLenders” under the Eleventh Eighth Amended and Restated Agreement (collectively, the “Exiting LenderLenders”), hereby sells, assigns, transfers and conveys to the Lenders hereto, and each of the Lenders hereto hereby purchases and accepts, so much of the aggregate commitments under, and loans outstanding under, the Eleventh Eighth Amended and Restated Agreement such that, after giving effect to this Agreement (a) each of the Exiting Lender Lenders shall (i) be paid in full for all amounts owing under the Prior Agreements Agreement as agreed and calculated by the such Exiting Lender Lenders and the Agent in accordance with the Eleventh Eighth Amended and Restated Agreement, (ii) cease to be a “Lender” under the Eleventh Eighth Amended and Restated Agreement and the “Loan Documents” as defined therein and (iii) relinquish its rights (provided that it shall still be entitled to any rights of indemnification in respect of any circumstance or event or condition arising prior to the Effective Date) and be released from its obligations under the Eleventh Eighth Amended and Restated Agreement and the other “Loan Documents” as defined therein and (b) the Commitments of each Lender shall be as set forth on Schedule 1.1(a) hereto. The foregoing assignments, transfers and conveyances are without recourse to the Exiting Lenders and without any warranties whatsoever by the Agent, the Floor Plan Agent, the Issuing BanksLender, the Swing Line Bank or the any Exiting Lender as to title, enforceability, collectability, documentation or freedom from liens or encumbrances, in whole or in part, other than the warranty of the each Exiting Lender that it has not previously sold, transferred, conveyed or encumbered such interests. The assignee Lenders and the Agent shall make all appropriate adjustments in payments under the Eleventh Eighth Amended and Restated Agreement, the “Notes” and the other “Loan Documents” thereunder for periods prior to the adjustment date among themselves. The Each of the Exiting Lender Lenders is executing this Agreement for the sole purpose of evidencing its agreement to this Section 13.17 only and for no other purpose.

Exiting Lenders. Amarillo National Simultaneously with the amendment and restatement of the Existing Xxxxxxx Credit Agreement on the Closing Date under Section 2.01(b), BAML Credit Products, Santander Bank, MassMutual Asset Finance LLC N.A., BNP Paribas, Xxxxxxx Xxxxx Bank, N.A., Natixis, HSBC Bank USA, National Association and KeyBank National AssociationXxxxxx Xxxxxxx Bank, as a “Lender” under the Eleventh Amended and Restated Agreement N.A. (the “Exiting LenderLenders”) shall be deemed to have irrevocably sold and assigned ratably to the Lenders (the “Assignees”), hereby sellsand the Assignees shall be deemed to have irrevocably purchased and assumed from the Exiting Lenders, assigns, transfers all of the Exiting Lenders’ rights and conveys obligations in their capacity as lenders under the Existing Xxxxxxx Credit Agreement and any other documents or instruments delivered pursuant thereto with respect to the Lenders heretoExiting Lenders’ Maximum Credit Amount, Commitment, Loans and LC Disbursements owing to such Exiting Lender. Such sales, assignments, purchases and assumptions shall be deemed to have been effected by way of, and each subject to the terms and conditions of, an Assignment and Assumption attached as Exhibit F to this Agreement without the payment of any related assignment fee, and, except for replacement Notes to be provided to the Assignees in the appropriate principal amounts (to the extent the Assignees request to receive such Notes), no other documents or instruments shall be, or shall be required to be, executed in connection with such sales, assignments, purchases and assumptions (all of which are hereby waived). Any payments that would otherwise be required pursuant to Section 5.02 solely as a result of the Lenders hereto hereby foregoing sales, assignments, purchases and acceptsassumptions on the Closing Date are hereby waived. The Exiting Lender and the Assignees shall make such cash settlements among themselves, so much of through the aggregate commitments underAdministrative Agent, and loans outstanding under, as the Eleventh Amended and Restated Agreement such that, Administrative Agent may direct (after giving effect to this Agreement (a) the Exiting Lender shall (i) be paid in full for all amounts owing under the Prior Agreements as agreed and calculated any netting effected by the Exiting Lender and the Agent in accordance Administrative Agent) with the Eleventh Amended and Restated Agreementrespect to such sales, (ii) cease to be a “Lender” under the Eleventh Amended and Restated Agreement and the “Loan Documents” as defined therein and (iii) relinquish its rights (provided that it shall still be entitled to any rights of indemnification in respect of any circumstance or event or condition arising prior to the Effective Date) and be released from its obligations under the Eleventh Amended and Restated Agreement and the other “Loan Documents” as defined therein and (b) the Commitments of each Lender shall be as set forth on Schedule 1.1(a) hereto. The foregoing assignments, transfers purchases and conveyances are without recourse to the Exiting Lenders and without any warranties whatsoever by the Agent, the Floor Plan Agent, the Issuing Banks, the Swing Line Bank or the Exiting Lender as to title, enforceability, collectability, documentation or freedom from liens or encumbrances, in whole or in part, other than the warranty of the Exiting Lender that it has not previously sold, transferred, conveyed or encumbered such interests. The assignee Lenders and the Agent shall make all appropriate adjustments in payments under the Eleventh Amended and Restated Agreement, the “Notes” and the other “Loan Documents” thereunder for periods prior to the adjustment date among themselvesassumptions. The Exiting Lender is executing this Lenders waive any notice required under the Existing Xxxxxxx Credit Agreement for to the sole purpose of evidencing its agreement extent that such notice relates to this Section 13.17 only and for no other purposethe voluntary prepayments under the Existing Xxxxxxx Credit Agreement contemplated hereby.

Exiting Lenders. Amarillo National BankSimultaneously with the effectiveness of this Amendment, MassMutual Asset Finance LLC and KeyBank National Association, each Lender that will be reallocating its total Outstanding Amount among certain of the other Lenders as a “Lender” under the Eleventh Amended and Restated Agreement herein provided (the each an “Exiting Lender”)) shall be deemed to have, and does hereby sellssell, assignsassign, transfers transfer and conveys convey to each other remaining Lender hereunder (the “Remaining Lenders”) and to the Lenders heretoNew Lenders, and each of the Remaining Lenders hereto and the New Lenders hereby purchases and accepts, so much the Outstanding Amounts and Loans of the aggregate commitments under, and loans outstanding under, the Eleventh Amended and Restated Agreement Exiting Lenders such that, after giving effect to this Agreement Amendment, (a) the each Exiting Lender shall (i) be paid in full for all amounts owing to such Exiting Lender under the Prior Agreements as agreed and calculated by the Exiting Lender and the Agent in accordance with the Eleventh Amended and Restated Credit Agreement, (ii) cease to be a “Lender” Lender under the Eleventh Amended and Restated Credit Agreement and the “other Loan Documents” as defined therein Documents and (iii) relinquish its rights (provided that it shall still be entitled to any rights which by their express terms survive the termination, repayment, satisfaction or discharge of indemnification such Exiting Lender’s obligations under the Credit Agreement in respect of any circumstance or event or condition arising prior to the Amendment Effective Date) and be released from its obligations under the Eleventh Amended and Restated Credit Agreement and the other “Loan Documents” as defined therein Documents and (b) the Commitments Outstanding Amounts of each Lender of the Remaining Lenders and the New Lenders shall be as set forth on Schedule 1.1(aI hereto. Such assignment and assumptions shall be deemed to have been effected pursuant to the terms, provisions and representations of the Assignment and Assumption attached as Exhibit D to the Credit Agreement as if each of them had executed and delivered an Assignment and Assumption (with the Effective Date, as defined therein, being the Second Amendment Effective Date hereof) heretoand without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived). The foregoing assignments, transfers and conveyances are without recourse to the Exiting Lenders and without any warranties whatsoever by the Agent, the Floor Plan Agent, the Issuing Banks, the Swing Line Bank Administrative Agent or the Exiting Lender Lenders as to title, enforceability, collectability, documentation or freedom from liens or encumbrances, in whole or in part, other than the warranty of the each Exiting Lender that it has not previously sold, transferred, conveyed or encumbered such interests. The assignee Remaining Lenders, the New Lenders and the Administrative Agent shall make all appropriate adjustments in payments under the Eleventh Amended and Restated Agreement, the “Notes” and the other “Loan Documents” thereunder Credit Agreement for periods prior to the adjustment date among themselves. The Exiting Lender is executing this Agreement for the sole purpose of evidencing its agreement to this Section 13.17 only and for no other purpose.

Exiting Lenders. Amarillo National BankThe Lenders have agreed among themselves, MassMutual Asset Finance LLC in consultation with the Borrower, to reallocate their respective Commitments and KeyBank National Associationto, among other things, add each institution party hereto as a Lender that was not a Lender immediately prior to the Closing Date as “LenderLenders” under the Eleventh Amended and Restated Credit Agreement (the each a “New Lender”) and UBS AG, Stamford Branch, Xxxxxxx Xxxxx Bank USA, Comerica Bank, and Capital One, National Association (each an “Exiting Lender”)) have each decided to exit the Credit Agreement. The Administrative Agent and the Borrower hereby consent to such reallocation and the Lenders’ and Exiting Lenders’ assignments of their Commitments, hereby sells, assigns, transfers and conveys including assignments to the Lenders hereto, New Lenders. On the Closing Date and each of the Lenders hereto hereby purchases and accepts, so much of the aggregate commitments under, and loans outstanding under, the Eleventh Amended and Restated Agreement such that, after giving effect to this Agreement (a) such reallocations, the Exiting Lender shall (i) be paid in full for all amounts owing under the Prior Agreements as agreed and calculated by the Exiting Lender and the Agent in accordance with the Eleventh Amended and Restated Agreement, (ii) cease to be a “Lender” under the Eleventh Amended and Restated Agreement and the “Loan Documents” as defined therein and (iii) relinquish its rights (provided that it shall still be entitled to any rights of indemnification in respect of any circumstance or event or condition arising prior to the Effective Date) and be released from its obligations under the Eleventh Amended and Restated Agreement and the other “Loan Documents” as defined therein and (b) the Commitments Commitment of each Lender shall be as set forth on Schedule 1.1(a) heretoA to the Credit Agreement which supersedes and replaces any prior Schedule A to the Credit Agreement. The foregoing assignmentsWith respect to such reallocation, transfers each Lender shall be deemed to have acquired the Commitment allocated to it from each of the other Lenders and conveyances are without recourse to the Exiting Lenders pursuant to the terms of the Assignment Agreement attached as Exhibit F to the Credit Agreement as if each such Lender and without any warranties whatsoever by the AgentExiting Lenders had executed an Assignment Agreement with respect to such allocation. In connection with this assignment and for purposes of this assignment only, the Floor Plan AgentLenders, the Issuing BanksNew Lenders, the Swing Line Bank or Exiting Lenders, the Exiting Lender as to title, enforceability, collectability, documentation or freedom from liens or encumbrances, in whole or in part, other than Administrative Agent and the warranty Borrower waive the processing and recordation fee under Section 12.3(c) of the Exiting Lender that it has not previously sold, transferred, conveyed or encumbered such interestsCredit Agreement. The assignee Lenders and the Agent shall make all appropriate adjustments in payments under the Eleventh Amended and Restated Agreement, the “Notes” and the other “Loan Documents” thereunder for periods prior to the adjustment date among themselves. The Exiting Lender is executing this Agreement for the sole purpose of evidencing its agreement to this Section 13.17 only and for no other purpose.*** 125

Exiting Lenders. Amarillo National BankSimultaneously with the effectiveness of this First Amendment, MassMutual Asset Finance LLC each of the parties who have been Lenders and KeyBank National Association, who execute this Amendment below as a “Lender” under the Eleventh Amended and Restated Agreement Exiting Lenders (the “Exiting Lenders”), shall be deemed to have, and do hereby sell, assign, transfer and convey to the other Lenders hereunder that are increasing their Commitments (the “Increasing Lenders”) and to Deutsche Bank AG New York Branch (the “New Lender”), hereby sells, assigns, transfers and conveys to the Lenders hereto, and each of the Increasing Lenders hereto and the New Lender hereby purchases and accepts, so much accepts the Commitments and Loans of the aggregate commitments under, and loans outstanding under, the Eleventh Amended and Restated Agreement Exiting Lenders such that, after giving effect to this Agreement Agreement, (a) the each of said Exiting Lender Lenders shall (i) be paid in full for all amounts owing to said Exiting Lender under the Prior Agreements as agreed and calculated by the Exiting Lender and the Agent in accordance with the Eleventh Amended and Restated Credit Agreement, (ii) cease to be a “Lender” Lender under the Eleventh Amended and Restated Credit Agreement and the “Loan Documents” as defined therein , and (iii) relinquish its rights (provided that it shall still be entitled to any rights of indemnification in respect of any circumstance or circumstance, event or condition arising prior to the First Amendment Effective Date) and be released from its obligations under the Eleventh Amended and Restated Credit Agreement and the other “Loan Documents” as defined therein Documents and (b) the Commitments Maximum Credit Amount of the each of the Increasing Lenders and the New Lender shall be as set forth on Schedule 1.1(a) heretoAnnex I to this Amendment, and the New Lender shall hereafter have, and does hereby assume, all of the rights and obligations of a Lender under the Credit Agreement and the Loan Documents. The foregoing assignments, transfers and conveyances are without recourse to the Exiting Lenders and without any warranties whatsoever by the Agent, the Floor Plan Administrative Agent, the Issuing Banks, the Swing Line Bank or the Exiting Lender Lenders as to title, enforceability, collectability, documentation or freedom from liens or encumbrances, in whole or in part, other than the warranty of the each Exiting Lender that it has not previously sold, transferred, conveyed or encumbered such interests. No fees required under Section 12.04(b)(ii) of the Credit Agreement shall be due by or to any Person in connection with these assignments, all of which are hereby waived by any party entitled to same. The assignee Lenders Increasing Lenders, the New Lender and the Administrative Agent shall make all appropriate adjustments in payments under the Eleventh Amended and Restated Agreement, the “Notes” and the other “Loan Documents” thereunder Credit Agreement for periods prior to the adjustment date among themselves. The Each Exiting Lender is executing this Agreement Amendment for the sole purpose of evidencing its agreement to this Section 13.17 16 only and for no other purpose.

Exiting Lenders. Amarillo Woodforest National Bank, MassMutual Asset Finance LLC and KeyBank National Association, as a “Lender” under the Eleventh Amended and Restated Existing Credit Agreement (the “Exiting Lender”), hereby sells, assigns, transfers and conveys to the Lenders hereto, and each of the Lenders hereto hereby purchases and accepts, so much of the aggregate commitments under, and loans outstanding under, the Eleventh Amended and Restated Existing Credit Agreement such that, after giving effect to this Agreement (a) the Exiting Lender shall (i) be paid in full for all amounts owing under the Prior Agreements Existing Credit Agreement as agreed and calculated by the such Exiting Lender and the Administrative Agent in accordance with the Eleventh Amended and Restated Existing Credit Agreement, (ii) cease to be a “Lender” under the Eleventh Amended and Restated Existing Credit Agreement and the “Loan Documents” as defined therein and (iii) relinquish its rights (provided that it shall still be entitled to any rights of indemnification which by their express terms survive the termination, repayment, satisfaction or discharge of such Exiting Lender’s obligations under the Existing Credit Agreement in respect of any circumstance or event or condition arising prior to the Effective Date) and be released from its obligations under the Eleventh Amended and Restated Existing Credit Agreement and the other “Loan Documents” as defined therein and (b) the Commitments of each Lender shall be as set forth on Schedule 1.1(a) 2.01 hereto. Such purchases shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived). The foregoing assignments, transfers and conveyances are without recourse to the Exiting Lenders Lender and without any warranties whatsoever by the Agent, the Floor Plan Agent, the Issuing Banks, the Swing Line Bank Administrative Agent or the any Exiting Lender as to title, enforceability, collectability, documentation or freedom from liens or encumbrances, in whole or in part, other than the warranty of the Exiting Lender that it has not previously sold, transferred, conveyed or encumbered such interests. The assignee Lenders and the Administrative Agent shall make all appropriate adjustments in payments under the Eleventh Amended and Restated Existing Credit Agreement, the “Notes” and the other “Loan Documents” thereunder for periods prior to the adjustment date among themselves. The Exiting Lender is executing this Agreement for the sole purpose of evidencing its agreement to this Section 13.17 9.20 only and for no other purpose.