Common use of FORM OF ASSIGNMENT AND ASSUMPTION Clause in Contracts

FORM OF ASSIGNMENT AND ASSUMPTION. Reference is made to the Third Amended and Restated Credit Agreement dated as of [___________ __], 2009 (as the same may from time to time be amended, modified, supplemented or restated, the “Credit Agreement”), among St. Xxxx Xxxx & Exploration Company, the Lenders named therein and Wachovia Bank, National Association, as Administrative Agent for the Lenders. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named on the reverse hereof hereby sells and assigns, without recourse, to the Assignee named on the reverse hereof, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth on the reverse hereof, the interests set forth on the reverse hereof (the “Assigned Interest”) in the Assignor’s rights and obligations under the Credit Agreement, including, without limitation, the interests set forth on the reverse hereof in the Commitment of the Assignor on the Assignment Date and Loans owing to the Assignor which are outstanding on the Assignment Date, together with the participations in Letters of Credit and LC Disbursements held by the Assignor on the Assignment Date, but excluding accrued interest and fees to and excluding the Assignment Date. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the Assigned Interest, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the Assigned Interest, relinquish its rights and be released from its obligations under the Credit Agreement. This Assignment and Assumption is being delivered to the Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 5.03(e) of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The Assignor shall pay the fee payable to the Administrative Agent pursuant to Section 12.04(b) of the Credit Agreement. This Assignment and Assumption shall be governed by and construed in accordance with the laws of the State of Texas. Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee’s Address for Notices: Effective Date of Assignment (“Assignment Date”): Exhibit D- 1 Xxxxxxx 0000000x.00 Facility Principal Amount Assigned Percentage Assigned of Facility/Commitment (set forth, to at least 8 decimals, as a percentage of the Facility and the aggregate Commitments of all Lenders thereunder) Commitment Assigned: $ % Loans: The terms set forth above and on the reverse side hereof are hereby agreed to: [Name of Assignor], as Assignor By:______________________________ Name: Title: [Name of Assignee], as Assignee By: ______________________________ Name: Title: Exhibit D- 2 Houston 3921802v.12 The undersigned hereby consent to the within assignment:1 St. Xxxx Xxxx & Exploration Company Wachovia Bank, National Association, as Administrative Agent, By: ______________________ By: __________________________ Name: Name: Title: Title:] _____________________________ 1 Consents to be included to the extent required by Section 9.04(b) of the Credit Agreement. Exhibit D- 3 Houston 3921802v.12 EXHIBIT E FORM OF COMMITMENT INCREASE CERTIFICATE [ ], 200[ ] To: Wachovia Bank, National Association, as Administrative Agent The Borrower, the Administrative Agent and the other Agents and certain Lenders have heretofore entered into a Third Amended and Restated Credit Agreement, dated as of [_________ __], 2009, as amended from time to time (the “Credit Agreement”). Capitalized terms not otherwise defined herein shall have the meaning given to such terms in the Credit Agreement. This Commitment Increase Certificate is being delivered pursuant to Section 2.06(c) of the Credit Agreement. Please be advised that the undersigned has agreed to increase its Commitment under the Credit Agreement effective [ ], 200[ ] from $[ ] to $[ ] and (b) that it shall continue to be a party in all respect to the Credit Agreement and the other Loan Documents. The [Borrower/Lender] shall pay the fee payable to the Administrative Agent pursuant to Section 2.06(c)(ii) of the Credit Agreement. Very truly yours, [ ] By: Name: Title: Exhibit X- 0 Xxxxxxx 3921802v.12 Accepted and Agreed: Wachovia Bank, National Association, as Administrative Agent By: _______________________________ Name: ____________________________ Title: _____________________________ Accepted and Agreed: St. Xxxx Xxxx & Exploration Company By: _______________________________ Name: ____________________________ Title: _____________________________ Exhibit X- 0 Xxxxxxx 3921802v.12 EXHIBIT F FORM OF ADDITIONAL LENDER CERTIFICATE [ ], 200[ ] To: Wachovia Bank, National Association as Administrative Agent The Borrower, the Administrative Agent and the other Agents and certain Lenders have heretofore entered into a Third Amended and Restated Credit Agreement, dated as of [_______ __], 2009, as amended from time to time (the “Credit Agreement”). Capitalized terms not otherwise defined herein shall have the meaning given to such terms in the Credit Agreement. This Additional Lender Certificate is being delivered pursuant to Section 2.06(c) of the Credit Agreement. Please be advised that the undersigned has agreed (a) to become a Lender under the Credit Agreement effective [ ], 200[ ] with a Commitment of $[ ] and (b) that it shall be a party in all respect to the Credit Agreement and the other Loan Documents. This Additional Lender Certificate is being delivered to the Administrative Agent together with (i) if the Additional Lender is a Foreign Lender, any documentation required to be delivered by such Additional Lender pursuant to Section 5.03(e) of the Credit Agreement, duly completed and executed by the Additional Lender, and (ii) an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Additional Lender. The [Borrower/Additional Lender] shall pay the fee payable to the Administrative Agent pursuant to Section 2.06(c)(ii) of the Credit Agreement. Very truly yours, [ ] By: ______________________________ Name: ___________________________ Title: ____________________________ Exhibit F- 1 Houston 3921802v.12 Accepted and Agreed: Wachovia Bank, National Association, as Administrative Agent By: _____________________________ Name: __________________________ Title: ___________________________ Accepted and Agreed: St. Xxxx Xxxx & Exploration Company By: _____________________________ Name: __________________________ Title: ___________________________ Exhibit F- 2 Houston 3921802v.12 EXHIBIT G REAFFIRMATION AGREEMENT

FORM OF ASSIGNMENT AND ASSUMPTION. Reference is made to the Third Fourth Amended and Restated Credit Agreement Agreement, dated as of [___________ __]October 22, 2009 2014 (as the same may amended, restated, supplemented or otherwise modified from time to time be amended, modified, supplemented or restatedand in effect on the date hereof, the “Credit Agreement”), among St. Xxxx Xxxx & Exploration CompanyMagnum Hunter Resources Corporation, the Lenders named therein and Wachovia Banktherein, National AssociationBank of Montreal, as Administrative Agent for the Lenders and Cantor Xxxxxxxxxx Securities, as Loan Administrator for the Lenders. Terms Capitalized terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named on the reverse hereof below hereby sells and assigns, without recourse, to the Assignee named on the reverse hereofbelow, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth on the reverse hereofbelow, the interests set forth on the reverse hereof below (the “Assigned Interest”) in the Assignor’s rights and obligations under the Credit Agreement, including, without limitation, the interests set forth on the reverse hereof below in the Commitment of the Assignor on the Assignment Date and Loans owing to the Assignor which are outstanding on the Assignment Date, together with the participations in Letters of Credit and LC Disbursements held by the Assignor on the Assignment Date, but excluding accrued interest and fees to and excluding the Assignment Date. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the Assigned Interest, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the Assigned Interest, relinquish its rights and be released from its obligations under the Credit Agreement. This Assignment and Assumption is being delivered to the Administrative Agent and the Loan Administrator (with a copy to the Borrower) together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 5.03(e5.04(g) of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative AgentLoan Administrator, duly completed by the Assignee. The Assignor [Assignee/Assignor] shall pay the fee payable to the Administrative Agent Loan Administrator pursuant to Section 12.04(b) of the Credit Agreement. Each Assignee represents that it is not a Company Competitor. This Assignment and Assumption shall be governed by and construed in accordance with the laws of the State of TexasNew York. Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee’s Address for Notices: Effective Date of Assignment (“Assignment Date”): Exhibit D- 1 Xxxxxxx 0000000x.00 Facility Principal Amount Assigned Percentage Assigned of Facility/Commitment (set forth, to at least 8 decimals, as a percentage of the Facility and the aggregate Commitments of all Lenders thereunder) Commitment Assigned: $ % Loans: The terms set forth above and on the reverse side hereof are hereby agreed to: [Name of AssignorAssignee], as Assignor Assignee By:______________________________ : Name: Title: [Name of Assignee], as Assignee By: ______________________________ Name: Title: Exhibit D- 2 Houston 3921802v.12 The undersigned hereby consent to the within assignment:1 St. Xxxx Xxxx & Exploration Company Wachovia Bankassignment:(10) MAGNUM HUNTER RESOURCES CORPORATION, National Associationa Delaware corporation CANTOR XXXXXXXXXX SECURITIES, as Administrative Agent, Loan Administrator By: ______________________ By: __________________________ Name: Name: Title: Title:] _____________________________ 1 Consents to be included to the extent required by Section 9.04(b) of the Credit Agreement. Exhibit D- 3 Houston 3921802v.12 EXHIBIT E FORM OF COMMITMENT INCREASE CERTIFICATE [ ], 200[ ] To: Wachovia Bank, National Association, as Administrative Agent The Borrower, the Administrative Agent and the other Agents and certain Lenders have heretofore entered into a Third Amended and Restated Credit Agreement, dated as of [_________ __], 2009, as amended from time to time (the “Credit Agreement”). Capitalized terms not otherwise defined herein shall have the meaning given to such terms in the Credit Agreement. This Commitment Increase Certificate is being delivered pursuant to Section 2.06(c) of the Credit Agreement. Please be advised that the undersigned has agreed to increase its Commitment under the Credit Agreement effective [ ], 200[ ] from $[ ] to $[ ] and (b) that it shall continue to be a party in all respect to the Credit Agreement and the other Loan Documents. The [Borrower/Lender] shall pay the fee payable to the Administrative Agent pursuant to Section 2.06(c)(ii) of the Credit Agreement. Very truly yours, [ ] By: Name: Title: Exhibit X- 0 Xxxxxxx 3921802v.12 Accepted and Agreed: Wachovia Bank, National Association, as Administrative Agent By: _______________________________ Name: ____________________________ Title: _____________________________ Accepted and Agreed: St. Xxxx Xxxx & Exploration Company By: _______________________________ Name: ____________________________ Title: _____________________________ Exhibit X- 0 Xxxxxxx 3921802v.12 EXHIBIT F FORM OF ADDITIONAL LENDER CERTIFICATE [ ], 200[ ] To: Wachovia Bank, National Association as Administrative Agent The Borrower, the Administrative Agent and the other Agents and certain Lenders have heretofore entered into a Third Amended and Restated Credit Agreement, dated as of [_______ __], 2009, as amended from time to time (the “Credit Agreement”). Capitalized terms not otherwise defined herein shall have the meaning given to such terms in the Credit Agreement. This Additional Lender Certificate is being delivered pursuant to Section 2.06(c) of the Credit Agreement. Please be advised that the undersigned has agreed (a) to become a Lender under the Credit Agreement effective [ ], 200[ ] with a Commitment of $[ ] and (b) that it shall be a party in all respect to the Credit Agreement and the other Loan Documents. This Additional Lender Certificate is being delivered to the Administrative Agent together with (i) if the Additional Lender is a Foreign Lender, any documentation required to be delivered by such Additional Lender pursuant to Section 5.03(e) of the Credit Agreement, duly completed and executed by the Additional Lender, and (ii) an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Additional Lender. The [Borrower/Additional Lender] shall pay the fee payable to the Administrative Agent pursuant to Section 2.06(c)(ii) of the Credit Agreement. Very truly yours, [ ] By: ______________________________ Name: ___________________________ Title: ____________________________ Exhibit F- 1 Houston 3921802v.12 Accepted and Agreed: Wachovia Bank, National Association, as Administrative Agent By: _____________________________ Name: __________________________ Title: ___________________________ Accepted and Agreed: St. Xxxx Xxxx & Exploration Company By: _____________________________ Name: __________________________ Title: ___________________________ Exhibit F- 2 Houston 3921802v.12 EXHIBIT G REAFFIRMATION AGREEMENT:

FORM OF ASSIGNMENT AND ASSUMPTION. Reference is made to the Third Amended and Restated Credit Agreement Agreement, dated as of [___________ __]December 13, 2009 2013 (as the same may amended, restated, supplemented or otherwise modified from time to time be amended, modified, supplemented or restatedand in effect on the date hereof, the “Credit Agreement”), among St. Xxxx Xxxx & Exploration CompanyMagnum Hunter Resources Corporation, the Lenders named therein and Wachovia Bank, National AssociationBank of Montreal, as Administrative Agent for the Lenders. Terms Capitalized terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named on the reverse hereof below hereby sells and assigns, without recourse, to the Assignee named on the reverse hereofbelow, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth on the reverse hereofbelow, the interests set forth on the reverse hereof below (the “Assigned Interest”) in the Assignor’s rights and obligations under the Credit Agreement, including, without limitation, the interests set forth on the reverse hereof below in the Commitment of the Assignor on the Assignment Date and Loans owing to the Assignor which are outstanding on the Assignment Date, together with the participations in Letters of Credit and LC Disbursements held by the Assignor on the Assignment Date, but excluding accrued interest and fees to and excluding the Assignment Date. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the Assigned Interest, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the Assigned Interest, relinquish its rights and be released from its obligations under the Credit Agreement. This Assignment and Assumption is being delivered to the Administrative Agent (with a copy to the Borrower) together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 5.03(e) 5.03 of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The Assignor [Assignee/Assignor] shall pay the fee payable to the Administrative Agent pursuant to Section 12.04(b) of the Credit Agreement. This Assignment and Assumption shall be governed by and construed in accordance with the laws of the State of TexasNew York. Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee’s Address for Notices: Effective Date of Assignment (“Assignment Date”): Exhibit D- 1 Xxxxxxx 0000000x.00 Facility Principal Amount Assigned Percentage Assigned of Facility/Commitment (set forth, to at least 8 decimals, as a percentage of the Facility and the aggregate Commitments of all Lenders thereunder) Commitment Assigned: $ % Loans: The terms set forth above and on the reverse side hereof are hereby agreed to: [Name of Assignor]] , as Assignor By:: Name: Title: [Name of Assignee] , as Assignee By: Name: Title: The undersigned hereby consent to the within assignment:1 MAGNUM HUNTER RESOURCES CORPORATION, a Delaware corporation BANK OF MONTREAL, as Administrative Agent By: By: Name: Name: Title: Title: 1 Consents to be included to the extent required by Section 12.04(b) of the Credit Agreement. EXHIBIT H FORM OF JOINDER AGREEMENT ADDENDUM AND JOINDER TO SECURITY AGREEMENT AND GUARANTY AGREEMENT THIS ADDENDUM AND JOINDER TO SECURITY AGREEMENT AND GUARANTY AGREEMENT (this “Addendum”) dated as of ____________, 201_, is between ______________________________ Name: Title: [Name of Assignee], as Assignee By: ________________a ______________ Name: Title: Exhibit D- 2 Houston 3921802v.12 The undersigned hereby consent to (the within assignment:1 St. Xxxx Xxxx & Exploration Company Wachovia Bank“New Subsidiary”) and Magnum Hunter Resources Corporation, National Association, as Administrative Agent, By: ______________________ By: __________________________ Name: Name: Title: Title:] _____________________________ 1 Consents to be included to a Delaware corporation (the extent required by Section 9.04(b“Borrower”) in favor of the Lenders (as defined in the Credit Agreement. Exhibit D- 3 Houston 3921802v.12 EXHIBIT E FORM OF COMMITMENT INCREASE CERTIFICATE [ ], 200[ ] To: Wachovia Bank, National AssociationAgreement defined below) and Bank of Montreal, as Administrative Agent The Borrowerfor the Lenders (in such capacity, the “Administrative Agent and the other Agents and certain Lenders have heretofore entered into a Third Amended and Restated Credit Agreement, dated as of [_________ __], 2009, as amended from time to time (the “Credit AgreementAgent”). Capitalized terms not otherwise defined herein shall have the meaning given to such terms in the Credit Agreement. This Commitment Increase Certificate is being delivered pursuant to Section 2.06(c) of the Credit Agreement. Please be advised that the undersigned has agreed to increase its Commitment under the Credit Agreement effective [ ], 200[ ] from $[ ] to $[ ] and (b) that it shall continue to be a party in all respect to the Credit Agreement and the other Loan Documents. The [Borrower/Lender] shall pay the fee payable to the Administrative Agent pursuant to Section 2.06(c)(ii) of the Credit Agreement. Very truly yours, [ ] By: Name: Title: Exhibit X- 0 Xxxxxxx 3921802v.12 Accepted and Agreed: Wachovia Bank, National Association, as Administrative Agent By: _______________________________ Name: ____________________________ Title: _____________________________ Accepted and Agreed: St. Xxxx Xxxx & Exploration Company By: _______________________________ Name: ____________________________ Title: _____________________________ Exhibit X- 0 Xxxxxxx 3921802v.12 EXHIBIT F FORM OF ADDITIONAL LENDER CERTIFICATE [ ], 200[ ] To: Wachovia Bank, National Association as Administrative Agent The Borrower, the Administrative Agent and the other Agents and certain Lenders have heretofore entered into a Third Amended and Restated Credit Agreement, dated as of [_______ __], 2009, as amended from time to time (the “Credit Agreement”). Capitalized terms not otherwise defined herein shall have the meaning given to such terms in the Credit Agreement. This Additional Lender Certificate is being delivered pursuant to Section 2.06(c) of the Credit Agreement. Please be advised that the undersigned has agreed (a) to become a Lender under the Credit Agreement effective [ ], 200[ ] with a Commitment of $[ ] and (b) that it shall be a party in all respect to the Credit Agreement and the other Loan Documents. This Additional Lender Certificate is being delivered to the Administrative Agent together with (i) if the Additional Lender is a Foreign Lender, any documentation required to be delivered by such Additional Lender pursuant to Section 5.03(e) of the Credit Agreement, duly completed and executed by the Additional Lender, and (ii) an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Additional Lender. The [Borrower/Additional Lender] shall pay the fee payable to the Administrative Agent pursuant to Section 2.06(c)(ii) of the Credit Agreement. Very truly yours, [ ] By: ______________________________ Name: ___________________________ Title: ____________________________ Exhibit F- 1 Houston 3921802v.12 Accepted and Agreed: Wachovia Bank, National Association, as Administrative Agent By: _____________________________ Name: __________________________ Title: ___________________________ Accepted and Agreed: St. Xxxx Xxxx & Exploration Company By: _____________________________ Name: __________________________ Title: ___________________________ Exhibit F- 2 Houston 3921802v.12 EXHIBIT G REAFFIRMATION AGREEMENT.

FORM OF ASSIGNMENT AND ASSUMPTION. Reference is made to the Third Second Amended and Restated Credit Agreement Agreement, dated as of [___________ __]June 30, 2009 2014 (as the same may amended, restated, supplemented or otherwise modified from time to time be amended, modified, supplemented or restatedand in effect on the date hereof, the “Credit Agreement”), among St. Xxxx Xxxx & Exploration CompanyXXXXXXX ENERGY CORPORATION, a Delaware corporation (the “Borrower”), the Lenders named therein and Wachovia Bank, National AssociationRoyal Bank of Canada, as Administrative Agent for the Lenders. Terms Capitalized terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named on the reverse hereof below hereby sells and assigns, without recourse, to the Assignee named on the reverse hereofbelow, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth on the reverse hereofbelow, the interests set forth on the reverse hereof below (the “Assigned Interest”) in the Assignor’s rights and obligations under the Credit Agreement, including, without limitation, the interests set forth on the reverse hereof below in the Elected Commitment of the Assignor on the Assignment Date and Loans owing to the Assignor which are outstanding on the Assignment Date, together with the participations in Letters of Credit and LC Disbursements held by the Assignor on the Assignment Date, but excluding accrued interest and fees to and excluding the Assignment Date. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the Assigned Interest, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the Assigned Interest, relinquish its rights and be released from its obligations under the Credit Agreement. This Assignment and Assumption is being delivered to the Administrative Agent (with a copy to the Borrower) together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 5.03(e) 5.03 of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The Assignor [Assignee/Assignor] shall pay the fee payable to the Administrative Agent pursuant to Section 12.04(b) of the Credit Agreement. This Assignment and Assumption shall be governed by and construed in accordance with the laws of the State of TexasNew York. Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee’s Address for Notices: Effective Date of Assignment (“Assignment Date”): Exhibit D- 1 Xxxxxxx 0000000x.00 : Second Amended and Restated Credit Agreement Facility Principal Amount of Maximum Credit Amount Assigned Principal Amount of Elected Commitment Assigned Percentage Assigned of Facility/Maximum Credit Amount and Elected Commitment Amount (set forth, to at least 8 decimals, as a percentage of the Facility and the aggregate Commitments of all Lenders thereunder) Commitment Assigned: $ % Loans: The terms set forth above and on the reverse side hereof are hereby agreed to: [Name of Assignor], as Assignor By:______________________________ : Name: Title: [Name of Assignee], as Assignee By: ______________________________ Name: Title: Exhibit D- 2 Houston 3921802v.12 Ninth Amendment to Xxxxxxx Second Amended and Restated Credit Agreement The undersigned hereby consent to the within assignment:1 St. Xxxx Xxxx & Exploration Company Wachovia Bank, National Association, as Administrative Agent, Byassignment: ______________________ By: __________________________ Name: Name: Title: Title:] _____________________________ 1 Consents to be included to the extent required by Section 9.04(b) of the Credit Agreement. Exhibit D- 3 Houston 3921802v.12 EXHIBIT E FORM ROYAL BANK OF COMMITMENT INCREASE CERTIFICATE [ ], 200[ ] To: Wachovia Bank, National Association, as Administrative Agent The Borrower, the Administrative Agent and the other Agents and certain Lenders have heretofore entered into a Third Amended and Restated Credit Agreement, dated as of [_________ __], 2009, as amended from time to time (the “Credit Agreement”). Capitalized terms not otherwise defined herein shall have the meaning given to such terms in the Credit Agreement. This Commitment Increase Certificate is being delivered pursuant to Section 2.06(c) of the Credit Agreement. Please be advised that the undersigned has agreed to increase its Commitment under the Credit Agreement effective [ ], 200[ ] from $[ ] to $[ ] and (b) that it shall continue to be a party in all respect to the Credit Agreement and the other Loan Documents. The [Borrower/Lender] shall pay the fee payable to the Administrative Agent pursuant to Section 2.06(c)(ii) of the Credit Agreement. Very truly yours, [ ] By: Name: Title: Exhibit X- 0 Xxxxxxx 3921802v.12 Accepted and Agreed: Wachovia Bank, National AssociationCANADA, as Administrative Agent By: _______________________________ Name: ____________________________ Title: _____________________________ Accepted and Agreed: St. Xxxx Xxxx & Exploration Company By: _______________________________ Name: ____________________________ Title: _____________________________ Exhibit X- 0 Xxxxxxx 3921802v.12 EXHIBIT F FORM OF ADDITIONAL LENDER CERTIFICATE [ ], 200[ ] To: Wachovia Bank, National Association as Administrative Agent The Borrower, the Administrative Agent and the other Agents and certain Lenders have heretofore entered into a Third Amended and Restated Credit Agreement, dated as of [_______ __], 2009, as amended from time to time (the “Credit Agreement”). Capitalized terms not otherwise defined herein shall have the meaning given to such terms in the Credit Agreement. This Additional Lender Certificate is being delivered pursuant to Section 2.06(c) of the Credit Agreement. Please be advised that the undersigned has agreed (a) to become a Lender under the Credit Agreement effective [ ], 200[ ] with a Commitment of $[ ] and (b) that it shall be a party in all respect to the Credit Agreement and the other Loan Documents. This Additional Lender Certificate is being delivered to the Administrative Agent together with (i) if the Additional Lender is a Foreign Lender, any documentation required to be delivered by such Additional Lender pursuant to Section 5.03(e) of the Credit Agreement, duly completed and executed by the Additional Lender, and (ii) an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Additional Lender. The [Borrower/Additional Lender] shall pay the fee payable to the Administrative Agent pursuant to Section 2.06(c)(ii) of the Credit Agreement. Very truly yours, [ ] By: ______________________________ Name: ___________________________ Title: ____________________________ Exhibit F- 1 Houston 3921802v.12 Accepted and Agreed: Wachovia Bank, National Association, as Administrative Agent By: _____________________________ Name: __________________________ Title: ___________________________ Accepted and Agreed: St. Xxxx Xxxx & Exploration Company By: _____________________________ Name: __________________________ Title: ___________________________ Exhibit F- 2 Houston 3921802v.12 EXHIBIT G REAFFIRMATION AGREEMENT:

FORM OF ASSIGNMENT AND ASSUMPTION. Reference is made to the Third Amended and Restated Credit Agreement dated as of [___________ __]December 21, 2009 2011 (as amended and in effect on the same may from time to time be amended, modified, supplemented or restateddate hereof, the “Credit Agreement”), among St. Xxxx Xxxx & Exploration CompanyDynamic Materials Corporation, the US Borrowers party thereto, the Euro Borrowers party thereto, the Canadian Borrowers party thereto, the Guarantors party thereto, the Lenders named therein and Wachovia party thereto, JPMorgan Chase Bank, N.A., as US Administrative Agent, X.X. Xxxxxx Europe Limited, as Euro Administrative Agent, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Administrative Agent, KeyBank National Association, as Administrative Syndication Agent for the Lendersand Xxxxx Fargo Bank, N.A., as Documentation Agent. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named on the reverse hereof below hereby sells and assigns, without recourse, to the Assignee named on the reverse hereofbelow, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth on inserted by the reverse hereofUS Administrative Agent as contemplated below, the interests set forth on the reverse hereof below (the “Assigned Interest”) in the Assignor’s rights and obligations under the Credit Agreement, including, without limitation, the interests set forth on the reverse hereof below in the Commitment of the Assignor on the Assignment Date and US Loans, Euro Loans and Canadian Loans owing to the Assignor which are outstanding on the Assignment Date, together with the participations in US Letters of Credit Credit, Euro Letters of Credit, Canadian Letters of Credit, US LC Disbursements, Euro LC Disbursements, Canadian LC Disbursements, US Swingline Loans and LC Disbursements Euro Swingline Loans held by the Assignor on the Assignment Date, but excluding accrued interest and fees to and excluding the Assignment Date. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the Assigned Interest, have the rights and obligations of a US Lender, a Euro Lender and a Canadian Lender thereunder and (ii) the Assignor shall, to the extent of the Assigned Interest, relinquish its rights and be released from its obligations under the Credit Agreement. This Assignment and Assumption is being delivered to the Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 5.03(e10.04(b)(ii) of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative AgentQuestionnaire, duly completed by the Assignee. The Assignor [Assignee/Assignor] shall pay the fee payable to the Administrative Agent pursuant to Section 12.04(b10.04(b)(ii)(C) of the Credit Agreement. This Assignment and Assumption shall be governed by and construed in accordance with the laws of the State of TexasNew York. Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee’s Address for NoticesAssigned Interest: Effective Date of Assignment (“Assignment Date”): Exhibit D- 1 Xxxxxxx 0000000x.00 Facility Commitment Assigned Principal Amount Assigned Percentage Assigned of Facility/Commitment (set forth, to at least 8 decimals, as a percentage of the Facility and the aggregate Commitments of all Lenders thereunder) US Commitment Assigned: $ % LoansEuro Commitment € % Canadian Commitment C$ % Assignment Date: , 20 [TO BE INSERTED BY US ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth above and on the reverse side hereof are hereby agreed to: ASSIGNOR: [Name of Assignor], as Assignor NAME OF ASSIGNOR] By:______________________________ : Name: Title: ASSIGNEE: [Name of Assignee], as Assignee NAME OF ASSIGNEE] By: ______________________________ Name: Title: Exhibit D- 2 Houston 3921802v.12 The undersigned hereby consent to the within assignment:1 St. Xxxx Xxxx & Exploration Company Wachovia Bank, National Associationassignment: [DYNAMIC MATERIALS CORPORATION, as Administrative Agent, By: ______________________ By: __________________________ Name: Name: Title: Title:] _____________________________ 1 Consents to be included to the extent required by Section 9.04(b) of the Credit Agreement. Exhibit D- 3 Houston 3921802v.12 EXHIBIT E FORM OF COMMITMENT INCREASE CERTIFICATE [ ], 200[ ] To: Wachovia Bank, National Association, as Administrative Agent The Borrower, the Administrative Agent and the other Agents and certain Lenders have heretofore entered into a Third Amended and Restated Credit Agreement, dated as of [_________ __], 2009, as amended from time to time (the “Credit Agreement”). Capitalized terms not otherwise defined herein shall have the meaning given to such terms in the Credit Agreement. This Commitment Increase Certificate is being delivered pursuant to Section 2.06(c) of the Credit Agreement. Please be advised that the undersigned has agreed to increase its Commitment under the Credit Agreement effective [ ], 200[ ] from $[ ] to $[ ] and (b) that it shall continue to be a party in all respect to the Credit Agreement and the other Loan Documents. The [Borrower/Lender] shall pay the fee payable to the Administrative Agent pursuant to Section 2.06(c)(ii) of the Credit Agreement. Very truly yours, [ ] Parent By: Name: Title: Exhibit X- 0 Xxxxxxx 3921802v.12 Accepted and Agreed: Wachovia Bank](1) [JPMORGAN CHASE BANK, National AssociationN.A., as US Administrative Agent By: _______________________________ Name: ____________________________ Title: _____________________________ Accepted ](2) JPMORGAN CHASE BANK, N.A., as US Issuing Lender and Agreed: St. Xxxx Xxxx & Exploration Company US Swingline Lender By: _______________________________ Name: ____________________________ Title: _____________________________ Exhibit X- 0 Xxxxxxx 3921802v.12 EXHIBIT F FORM OF ADDITIONAL LENDER CERTIFICATE [ ], 200[ ] To: Wachovia Bank, National Association as Administrative Agent The Borrower, the Administrative Agent and the other Agents and certain Lenders have heretofore entered into a Third Amended and Restated Credit Agreement, dated as of [_______ __], 2009, as amended from time to time (the “Credit Agreement”). Capitalized terms not otherwise defined herein shall have the meaning given to such terms in the Credit Agreement. This Additional Lender Certificate is being delivered pursuant to Section 2.06(c) of the Credit Agreement. Please be advised that the undersigned has agreed (a) to become a Lender under the Credit Agreement effective [ ], 200[ ] with a Commitment of $[ ] and (b) that it shall be a party in all respect to the Credit Agreement and the other Loan Documents. This Additional Lender Certificate is being delivered to the Administrative Agent together with (i) if the Additional Lender is a Foreign Lender, any documentation required to be delivered by such Additional Lender pursuant to Section 5.03(e) of the Credit Agreement, duly completed and executed by the Additional Lender, and (ii) an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Additional Lender. The [Borrower/Additional Lender] shall pay the fee payable to the Administrative Agent pursuant to Section 2.06(c)(ii) of the Credit Agreement. Very truly yours, [ ] By: ______________________________ Name: ___________________________ Title: ____________________________ Exhibit F- 1 Houston 3921802v.12 Accepted and Agreed: Wachovia Bank, National Association, as Administrative Agent By: _____________________________ Name: __________________________ Title: ___________________________ Accepted and Agreed: St. Xxxx Xxxx & Exploration Company By: _____________________________ Name: __________________________ Title: ___________________________ Exhibit F- 2 Houston 3921802v.12 EXHIBIT G REAFFIRMATION AGREEMENT:

FORM OF ASSIGNMENT AND ASSUMPTION. Reference is made to the Third Amended and Restated Credit Agreement dated as of [___________ __]March 26, 2009 2008 (as amended and in effect on the same may from time to time be amended, modified, supplemented or restateddate hereof, the “Credit Agreement”), among St. Xxxx Xxxx & Exploration Company[ ], the Lenders named therein party thereto from time to time, FIFTH THIRD BANK and Wachovia BankBANK OF AMERICA, National AssociationN.A., as Documentation Agents, XXXXXXXXXXX & CO., INC. and UBS SECURITIES LLC (“UBSS”), as Syndication Agents, JPMORGAN CHASE BANK, N.A, as Administrative Agent for the LendersAgent, X.X. Xxxxxx Securities Inc. and UBSS as Co-Lead Arrangers and Joint Bookrunners. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named on the reverse hereof below hereby sells and assigns, without recourse, to the Assignee named on the reverse hereofbelow, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth on the reverse hereofbelow, the interests set forth on the reverse hereof below (the “Assigned Interest”) in the Assignor’s rights and obligations under the Credit Agreement, including, without limitation, the interests set forth on the reverse hereof below in the Commitment [Term Commitment] [Revolving Commitment] of the Assignor on the Assignment Date and Loans [Term Loans] [Revolving Loans] owing to the Assignor which are outstanding on the Assignment Date, together with the participations in Letters of Credit Credit, L/C Obligations and LC Disbursements Swingline Loans held by the Assignor on the Assignment Date, but excluding accrued interest and fees to and excluding the Assignment Date. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the Assigned Interest, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the Assigned Interest, relinquish its rights and be released from its obligations under the Credit Agreement. This Assignment and Assumption is being delivered to the Administrative Agent together with (i) if the Assignee is a Foreign Lenderwith, any documentation required to be delivered by the Assignee pursuant to Section 5.03(e) of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire administrative questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The Assignor [Assignee/Assignor] shall pay the fee payable to the Administrative Agent pursuant to Section 12.04(b10.6(b)(ii)(B) of the Credit Agreement. This Assignment and Assumption shall be governed by and construed in accordance with the laws of the State of TexasNew York. Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee’s Address for Notices: Credit Agreement – Exhibit “D” Page 1 of 2 Effective Date of Assignment (“Assignment Date”): Exhibit D- 1 Xxxxxxx 0000000x.00 Facility Principal Amount Assigned Percentage Assigned of Facility/Commitment (set forth, to at least 8 decimals, as a percentage of the Facility and the aggregate Commitments of all Lenders thereunder) Commitment Assigned: $ % Revolving Loans: $ % Term Loans: $ % The terms set forth above and on the reverse side hereof are hereby agreed to: [Name of Assignor]] , as Assignor By:______________________________ : Name: Title: [Name of Assignee]] , as Assignee By: ______________________________ Name: Title: Exhibit D- 2 Houston 3921802v.12 The undersigned hereby consent to the within assignment:1 St. Xxxx Xxxx & Exploration Company Wachovia assignment:5 Amedisys, Inc. JPMorgan Chase Bank, National AssociationN.A., Amedisys Holding, L.L.C. as Administrative Agent, By: ______________________ By: __________________________ Name: Name: Title: Title:] _____________________________ 1 : 5 Consents to be included to the extent required by Section 9.04(b10.6(b) of the Credit Agreement. Exhibit D- 3 Houston 3921802v.12 EXHIBIT E “E” FORM OF COMMITMENT INCREASE CERTIFICATE [ ]LEGAL OPINION OF BAKER, 200[ ] To: Wachovia DONELSON, BEARMAN, XXXXXXXX & XXXXXXXXX, PC LAW OFFICES BAKER, DONELSON, BEARMAN, XXXXXXXX & XXXXXXXXX A PROFESSIONAL CORPORATION COMMERCE CENTER 000 XXXXXXXX XXXXXX XXXXX 0000 XXXXXXXXX, XXXXXXXXX 00000 TELEPHONE (000) 000-0000 FACSIMILE (615) 726-0464 March 26, 2008 The Lenders now or hereafter parties to the Credit Agreement hereinafter referred to and JPMorgan Chase Bank, National AssociationN.A., as the Administrative Agent The for the Lenders Re: Amedisys, Inc. Amedisys Holding, L.L.C. Ladies and Gentlemen: We have acted as counsel to Amedisys, Inc., a Delaware corporation (the “Lead Borrower”), Amedisys Holding, L.L.C., a Louisiana limited liability company (the “Co-Borrower” and together with the Lead Borrower, the Administrative Agent “Borrowers”) and each of the other Agents and Subsidiary Guarantors listed on Schedule A to this Opinion Letter (each a “Subsidiary Guarantor”, collectively, the “Subsidiary Guarantors” and, together with the Borrowers, the “Loan Parties”) in connection with that certain Lenders have heretofore entered into a Third Amended and Restated Credit Agreement, dated as of [_________ __]March 26, 2009, as amended from time to time 2008 (the “Credit Agreement”) among the Borrowers, the Lenders party thereto from time to time, JPMorgan Securities Inc. and UBS Securities LLC, as Co-Lead Arranger and Joint Book Runners, Fifth Third Bank and Bank of America, N.A., as Co-Documentation Agents, Xxxxxxxxxxx & Co. Inc. and UBS Securities LLC, as Co-Syndication Agents and JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the “Agent”) and the other Loan Documents (as defined below). Capitalized terms not otherwise defined herein shall have the meaning given This Opinion Letter is delivered to such terms in the Credit Agreement. This Commitment Increase Certificate is being delivered you pursuant to Section 2.06(c5.1(i)(i) of the Credit Agreement. Please be advised that the undersigned has agreed to increase its Commitment under the Credit Agreement effective [ ], 200[ ] from $[ ] to $[ ] and (b) that it shall continue to be a party Capitalized terms defined in all respect to the Credit Agreement and the other Loan Documents. The [Borrower/Lender] shall pay the fee payable to the Administrative Agent pursuant to Section 2.06(c)(ii) of the Credit Agreement. Very truly yours, [ ] By: Name: Title: Exhibit X- 0 Xxxxxxx 3921802v.12 Accepted used herein and Agreed: Wachovia Bank, National Association, as Administrative Agent By: _______________________________ Name: ____________________________ Title: _____________________________ Accepted and Agreed: St. Xxxx Xxxx & Exploration Company By: _______________________________ Name: ____________________________ Title: _____________________________ Exhibit X- 0 Xxxxxxx 3921802v.12 EXHIBIT F FORM OF ADDITIONAL LENDER CERTIFICATE [ ], 200[ ] To: Wachovia Bank, National Association as Administrative Agent The Borrower, the Administrative Agent and the other Agents and certain Lenders have heretofore entered into a Third Amended and Restated Credit Agreement, dated as of [_______ __], 2009, as amended from time to time (the “Credit Agreement”). Capitalized terms not otherwise defined herein herein, shall have the meaning meanings given to such terms them in the Credit Agreement. This Additional Lender Certificate is being delivered pursuant to Section 2.06(c) of the Credit Agreement. Please be advised that the undersigned has agreed In connection with this Opinion Letter, we have (a) to become a Lender under the Credit Agreement effective [ ]investigated such questions of law, 200[ ] with a Commitment of $[ ] and (b) that it shall be a party in all respect to the Credit Agreement and the other Loan Documents. This Additional Lender Certificate is being delivered to the Administrative Agent together with (i) if the Additional Lender is a Foreign Lender, any documentation required to be delivered by such Additional Lender pursuant to Section 5.03(e) of the Credit Agreement, duly completed and executed by the Additional Lender, and (ii) an Administrative Questionnaire in the form supplied by the Administrative Agentexamined originals or certified, duly completed by the Additional Lender. The [Borrower/Additional Lender] shall pay the fee payable to the Administrative Agent pursuant to Section 2.06(c)(ii) conformed or reproduction copies of such corporate agreements, instruments, documents and records of the Borrowers and their respective Subsidiaries, such Credit Agreement. Very truly yours, [ ] By: ______________________________ Name: ___________________________ Title: ____________________________ Agreement – Exhibit F- 1 Houston 3921802v.12 Accepted “E” Lenders and Agreed: Wachovia JPMorgan Chase Bank, National Association, as Administrative Agent By: _____________________________ Name: __________________________ Title: ___________________________ Accepted March 26, 2008 certificates of public officials and Agreed: St. Xxxx Xxxx & Exploration Company By: _____________________________ Name: __________________________ Title: ___________________________ Exhibit F- 2 Houston 3921802v.12 EXHIBIT G REAFFIRMATION AGREEMENTsuch other documents, and (iii) received such certificates and other information from officers and representatives of the Borrowers and their respective Subsidiaries, in each case, as we have deemed necessary or appropriate for the purposes of this Opinion Letter. Our examination has included the following documents: