Common use of Xxxxx Fargo Bank, N Clause in Contracts

Xxxxx Fargo Bank, N. A., as the Administrative Agent, a Lender and an Assignor By: /s/ Xxxx Xxxxxxx Xxxx Xxxxxxx Managing Director Agreement and Amendment No. 8 to Credit Agreement (Xxxxx Energy Holdings, LLC) LENDER: CAPITAL ONE, NATIONAL ASSOCIATION By: /s/ Xxxxx Xxx Xxxxx Xxx Senior Vice President Agreement and Amendment No. 8 to Credit Agreement (Xxxxx Energy Holdings, LLC) LENDER: UNION BANK, N.A. By: /s/ Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxx Vice President Agreement and Amendment No. 8 to Credit Agreement (Xxxxx Energy Holdings, LLC) LENDER: CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK By: /s/ Xxxxxxx Xxxxxx Xxxxxxx Xxxxxx Managing Director By: /s/ Xxxxxx Xxxxxx Xxxxxx Xxxxxx Managing Director Agreement and Amendment No. 8 to Credit Agreement (Xxxxx Energy Holdings, LLC) LENDER: JPMORGAN CHASE BANK, N.A. By: /s/ Xxxx Xxxx Xxxx Xxxx Authorized Officer Agreement and Amendment No. 8 to Credit Agreement (Xxxxx Energy Holdings, LLC) LENDER: TORONTO DOMINION (NEW YORK) LLC By: /s/ Masqood Fikree Masqood Fikree Authorized Signatory Agreement and Amendment No. 8 to Credit Agreement (Xxxxx Energy Holdings, LLC) LENDER: COMERICA BANK By: /s/ Xxxxxxx X.Xxxxxxxx Xxxxxxx X.Xxxxxxxx Vice President Agreement and Amendment No. 8 to Credit Agreement (Xxxxx Energy Holdings, LLC) LENDER: SUNTRUST BANK By: /s/ Xxxxxxx Xxxxx Xxxxxxx Xxxxx Vice President Agreement and Amendment No. 8 to Credit Agreement (Xxxxx Energy Holdings, LLC) ANNEX A [see attached] ANNEX A TO AGREEMENT AND AMENDMENT NO. 8 TO CREDIT AGREEMENT CREDIT AGREEMENT DATED AS OF DECEMBER 31, 2009 AMONG XXXXX ENERGY HOLDINGS, LLC AS BORROWER, XXXXX FARGO BANK, NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT, AND THE LENDERS PARTY HERETO XXXXX FARGO SECURITIES, LLC AS SOLE LEAD ARRANGER AND SOLE BOOKRUNNER UNION BANK, N.A. AND CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK AS CO-SYNDICATION AGENTS CAPITAL ONE, NATIONAL ASSOCIATION AND JPMORGAN CHASE BANK, N.A. AS CO-DOCUMENTATION AGENTS TABLE OF CONTENTS Page ARTICLE I

Xxxxx Fargo Bank, N. A., as the Administrative Agent, a 2017 Revolving Facility Lender and an Assignor By: /s/ Xxxx Xxxxxxx Xxxx Xxxxxxx Managing Director Agreement and Amendment No. 8 to Credit Agreement (Xxxxx Energy Holdings, LLC) LENDER: CAPITAL ONE, NATIONAL ASSOCIATION Issuing Bank By: /s/ Xxxxx Xxx Xxxxxxx Name: Xxxxx Xxx Senior Xxxxxxx Title: Vice President Agreement CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as 2017 Revolving Facility Lender and Amendment No. 8 to Credit Agreement (Xxxxx Energy Holdings, LLC) LENDER: UNION BANK, N.A. Issuing Bank By: /s/ Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxxxxxx Xxx Name: Xxxxxxxxxxx Xxx Title: Vice President Agreement By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Authorized Signatory Xxxxxx Xxxxxxx Bank, N.A., as 2017 Revolving Facility Lender and Amendment No. 8 to Credit Agreement (Xxxxx Energy Holdings, LLC) LENDER: CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK Issuing Bank By: /s/ Xxxxxxx Xxxxxx Xxxx Name: Xxxxxxx Xxxxxx Managing Director ByXxxx Title: /s/ Xxxxxx Xxxxxx Xxxxxx Xxxxxx Managing Director Agreement and Amendment No. 8 to Credit Agreement (Xxxxx Energy Holdings, LLC) LENDER: JPMORGAN CHASE Authorized Signatory MIZUHO BANK, N.A. By: /s/ Xxxx Xxxx Xxxx Xxxx Authorized Officer Agreement and Amendment No. 8 to Credit Agreement (Xxxxx Energy HoldingsLTD., LLC) LENDER: TORONTO DOMINION (NEW YORK) LLC By: /s/ Masqood Fikree Masqood Fikree Authorized Signatory Agreement and Amendment No. 8 to Credit Agreement (Xxxxx Energy Holdings, LLC) LENDER: COMERICA BANK as 2017 Revolving Facility Lender By: /s/ Xxxxxxx X.Xxxxxxxx X. Xxxx Name: Xxxxxxx X.Xxxxxxxx Vice President Agreement and Amendment No. 8 to Credit Agreement (Xxxxx Energy HoldingsX. Xxxx Title: Authorized Signatory PNC Bank, LLC) LENDER: SUNTRUST BANK National Association., as 2017 Revolving Facility Lender By: /s/ Xxxxxxx Xxxxx Xxxxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Vice President Agreement and Amendment No. 8 to Credit Agreement (Xxxxx Energy Holdings, LLC) ANNEX Remaining Signature Pages [To be held on file with the Administrative Agent] Schedule A Commitment Schedule [Schedule on file with the Administrative Agent] Annex A [see attachedSee Attached] ANNEX A TO AGREEMENT AND AMENDMENT NO. 8 TO CONFORMED COPY1 CREDIT AGREEMENT CREDIT AGREEMENT DATED AS OF DECEMBER 31Dated as of March 19, 2009 AMONG XXXXX ENERGY HOLDINGS2014 Among MALLINCKRODT PLC, LLC AS BORROWERas the Parent, XXXXX FARGO BANKMALLINCKRODT INTERNATIONAL FINANCE S.A., NATIONAL ASSOCIATIONas Lux Borrower, AS ADMINISTRATIVE AGENTXXXXXXXXXXXX XX LLC, AND as Co-Borrower, THE LENDERS PARTY HERETO HERETO, DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent, DEUTSCHE BANK SECURITIES INC., BARCLAYS BANK PLC, CITIGROUP GLOBAL MARKETS INC. and XXXXX FARGO SECURITIES, LLC AS SOLE LEAD ARRANGER AND SOLE BOOKRUNNER UNION BANKLLC, N.A. AND CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK AS CO-SYNDICATION AGENTS CAPITAL ONEas Joint Lead Arrangers and Joint Bookrunners 1 This document is a conformed copy reflecting the Incremental Assumption Agreement No. 1, NATIONAL ASSOCIATION AND JPMORGAN CHASE BANKdated August 14, N.A. AS CO-DOCUMENTATION AGENTS 2014 and the Refinancing Amendment No. 1 and Incremental Assumption Agreement No. 2, dated August 28, 2015. This document is for convenience purposes only, and reference should be made to the actual amendments as the governing instruments. TABLE OF CONTENTS Page ARTICLE II Definitions 1 Section 1.01 Defined Terms 1 Section 1.02 Terms Generally; Applicable Accounting Principles 80 Section 1.03 Effectuation of Transactions 7881

Xxxxx Fargo Bank, N. A., as the Administrative Agent, a Lender and an Assignor By: /s/ Xxxx Xxxxxxx Xxxx Xxxxxxx Managing Director Agreement and Amendment No. 8 Signature Page to Credit Borrowing Base Increase Agreement (Xxxxx Energy Holdings, LLC) LENDER: CAPITAL ONE, NATIONAL ASSOCIATION By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Senior Vice President Agreement and Amendment No. 8 Signature Page to Credit Borrowing Base Increase Agreement (Xxxxx Energy Holdings, LLC) LENDER: UNION BANK, N.A. By: /s/ Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxx Haylee Dallas Name: Haylee Dallas Title: Vice President Agreement and Amendment No. 8 Signature Page to Credit Borrowing Base Increase Agreement (Xxxxx Energy Holdings, LLC) LENDER: CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Managing Director By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Managing Director Agreement and Amendment No. 8 Signature Page to Credit Borrowing Base Increase Agreement (Xxxxx Energy Holdings, LLC) LENDER: JPMORGAN CHASE BANK, N.A. By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Authorized Officer Agreement and Amendment No. 8 Signature Page to Credit Borrowing Base Increase Agreement (Xxxxx Energy Holdings, LLC) LENDER: TORONTO DOMINION (NEW YORK) LLC By: /s/ Masqood Fikree Masqood Fikree Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Authorized Signatory Agreement and Amendment No. 8 Signature Page to Credit Borrowing Base Increase Agreement (Xxxxx Energy Holdings, LLC) LENDER: COMERICA BANK By: /s/ Xxxxxxx X.Xxxxxxxx Xxxxxxxx Name: Xxxxxxx X.Xxxxxxxx Xxxxxxxx Title: Vice President Agreement and Amendment No. 8 Signature Page to Credit Borrowing Base Increase Agreement (Xxxxx Energy Holdings, LLC) LENDER: SUNTRUST BANK By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Vice President Agreement and Amendment No. 8 Signature Page to Credit Borrowing Base Increase Agreement (Xxxxx Energy Holdings, LLC) ANNEX A [see attached] ANNEX A TO AGREEMENT AND AMENDMENT NO. 8 TO CREDIT AGREEMENT CREDIT AGREEMENT DATED BORROWING BASE AS OF DECEMBER 3118, 2009 AMONG XXXXX ENERGY HOLDINGS, LLC AS BORROWER, XXXXX FARGO BANK, NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT, AND THE LENDERS PARTY HERETO XXXXX FARGO SECURITIES, LLC AS SOLE LEAD ARRANGER AND SOLE BOOKRUNNER UNION BANK2013* Name of Lender Applicable Percentage Applicable Percentage of the Borrowing Base Xxxxx Fargo Bank, N.A. AND CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK AS CO-SYNDICATION AGENTS CAPITAL ONE, NATIONAL ASSOCIATION AND JPMORGAN CHASE BANK19.38776 % $ 111,479,591.84 Union Bank, N.A. AS CO-DOCUMENTATION AGENTS TABLE OF CONTENTS Page ARTICLE I13.26531 % $ 76,275,510.20 Credit Agricole Corporate and Investment Bank 13.26531 % $ 76,275,510.20 Capital One, National Association 13.26531 % $ 76,275,510.20 JPMorgan Chase Bank, N.A. 13.26531 % $ 76,275,510.20 Toronto Dominion (New York) LLC 9.18367 % $ 52,806,122.45 Comerica Bank 9.18367 % $ 52,806,122.45 SunTrust Bank 9.18367 % $ 52,806,122.45 TOTAL 100.000000000 % $ 575,000,000.00 *Borrowing Base is subject to redetermination pursuant to the terms of the Credit Agreement, as amended. Annex A

Xxxxx Fargo Bank, N. A.A. (f/k/a Wachovia Bank, National Association), as the Administrative AgentL/C Issuer, a Swing Line Lender and an Assignor Lender By: /s/ D. Xxxx Xxxxxxx III Name: D. Xxxx Xxxxxxx Managing III Title: Director Agreement and Amendment No. 8 to Credit Agreement The Royal Bank of Scotland N.V. (Xxxxx Energy Holdingsf/k/a ABN AMRO Bank N.V.), LLC) LENDER: CAPITAL ONE, NATIONAL ASSOCIATION By: /s/ Xxxxx Xxx Xxxxx Xxx Senior Vice President Agreement and Amendment No. 8 to Credit Agreement (Xxxxx Energy Holdings, LLC) LENDER: UNION BANK, N.A. as a Lender By: /s/ Xxxxxx Xxxxxxxx X. Xxxxxxx Name: Xxxxxx Xxxxxxxx Vice President Agreement and Amendment No. 8 to Credit Agreement (Xxxxx Energy Holdings, LLC) LENDERX. Xxxxxxx Title: CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK By: /s/ Xxxxxxx Xxxxxx Xxxxxxx Xxxxxx Managing Director By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Senior Vice President Bank of America, N.A., as a Lender By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Xxxxxx Xxxxxx Managing Director Agreement and Amendment No. 8 to Credit Agreement (Xxxxx Energy HoldingsTitle: Senior Vice President The Bank of Nova Scotia, LLC) LENDER: JPMORGAN CHASE BANK, N.A. as a Lender By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxx Xxxx Authorized Officer Agreement and Amendment No. 8 to Credit Agreement (Xxxxx Energy HoldingsXxxxxx Title: Director Bank of Scotland PLC, LLC) LENDER: TORONTO DOMINION (NEW YORK) LLC as a Lender By: /s/ Masqood Fikree Masqood Fikree Authorized Signatory Agreement and Amendment No. 8 to Credit Agreement (Xxxxx Energy HoldingsX. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Assistant Vice President Blue Ridge Investments LLC, LLC) LENDERas a Lender By: COMERICA BANK /s/ Xxxx Hlebendahl Name: Xxxx Hlebendahl Title: VP; Controller BMO Capital Markets Financing Inc., as a Lender By: /s/ Xxxxxxx X.Xxxxxxxx X. Xxxxxx Name: Xxxxxxx X.Xxxxxxxx X. Xxxxxx Title: Vice President Agreement Credit Agricole Corporate and Amendment No. 8 to Credit Agreement Investment Bank (f/k/a Caylon New York Branch), as a Lender By: /s/ Xxxx X. Xxxxx Energy Holdings, LLC) LENDERName: SUNTRUST BANK Xxxx X. Xxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxx Title: Director Citibank, N.A., as a Lender By: ________________________________ Name: Title: Evergreen High Income Fund, as a Lender By: /s/ Authorized Signatory Name: Authorized Signatory Title: Authorized Signatory Evergreen Income Advantage Fund, as a Lender By: /s/ Authorized Signatory Name: Authorized Signatory Title: Authorized Signatory Evergreen Multi-Sector Income, as a Lender By: /s/ Authorized Signatory Name: Authorized Signatory Title: Authorized Signatory Evergreen Utilities & High Income Fund, as a Lender By: /s/ Authorized Signatory Name: Authorized Signatory Title: Authorized Signatory Fortis Capital Corporation, as a Lender By: ________________________________ Name: Title: Guaranty Bank And Trust Company, as a Lender By: ________________________________ Name: Title: JPMorgan Chase Bank, N.A., as a Lender By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Senior Vice President GE Business Financial Services, Inc., (f/k/a Xxxxxxx Xxxxx Business Financial Services, Inc), as a Lender By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Authorized Signatory One East Liquidity Master LP, as a Lender By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Partner and Authorized Signatory One East Partners Master LP, as a Lender By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Partner and Authorized Signatory Xxxxxxx Xxxxx Bank FSB, as a Lender By: /s/ Xxxxxxx XxXxxxxx Name: Xxxxxxx XxXxxxxx Title: Senior Vice President Agreement and Amendment No. 8 to Credit Agreement (Royal Bank of Canada, as a Lender By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Atoerney-In-Fact Solus Core Opportunities Master Fund, as a Lender By: ________________________________ Name: Title: SunTrust Bank, N.A., as a Lender By: /s/ Xxxxxxxxx Xxxx Name: Xxxxxxxxx Xxxx Title: First Vice President UBS Loan Financial LLC, as a Lender By: ________________________________ Name: Title: Woodsland Commercial Bank, as a Lender By: /s/ Xxxxx Energy Holdings, LLC) ANNEX A [see attached] ANNEX A TO AGREEMENT AND AMENDMENT NO. 8 TO CREDIT AGREEMENT CREDIT AGREEMENT DATED AS OF DECEMBER 31, 2009 AMONG XXXXX ENERGY HOLDINGS, LLC AS BORROWER, XXXXX FARGO BANK, NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT, AND THE LENDERS PARTY HERETO XXXXX FARGO SECURITIES, LLC AS SOLE LEAD ARRANGER AND SOLE BOOKRUNNER UNION BANKXxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Vice President Acknowledged: Xxxxx Fargo Bank, N.A. AND CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK AS CO-SYNDICATION AGENTS CAPITAL ONE(f/k/a Wachovia Bank, NATIONAL ASSOCIATION AND JPMORGAN CHASE BANKNational Association), N.A. AS CO-DOCUMENTATION AGENTS TABLE OF CONTENTS Page ARTICLE Ias Administrative Agent By: D. Xxxx Xxxxxxx III Name: D. Xxxx Xxxxxxx III

Xxxxx Fargo Bank, N. A., as the Administrative Agent, a Lender and an Assignor By: /s/ Xxxx Xxxxxxx Xxxx Xxxxxxx Managing Director Waiver, Agreement and Amendment No. 8 7 to Credit Agreement and Amendment to Guarantee and Collateral Agreement (Xxxxx Energy Holdings, LLC) LENDER: CAPITAL ONE, NATIONAL ASSOCIATION By: /s/ Xxxxx Xxx Xxxxx Xxx Senior Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Vice President Waiver, Agreement and Amendment No. 8 7 to Credit Agreement and Amendment to Guarantee and Collateral Agreement (Xxxxx Energy Holdings, LLC) LENDER: UNION BANK, N.A. By: /s/ Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxx Vice President Waiver, Agreement and Amendment No. 8 7 to Credit Agreement and Amendment to Guarantee and Collateral Agreement (Xxxxx Energy Holdings, LLC) LENDER: CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK By: /s/ Xxxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxx Xxxxx Name: Xxxx Xxxxx Title: Managing Director By: /s/ Xxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Managing Director Waiver, Agreement and Amendment No. 8 7 to Credit Agreement and Amendment to Guarantee and Collateral Agreement (Xxxxx Energy Holdings, LLC) LENDER: JPMORGAN CHASE BANK, N.A. By: /s/ Xxxx Xxxx Xxxx Xxxx Authorized Officer Waiver, Agreement and Amendment No. 8 7 to Credit Agreement and Amendment to Guarantee and Collateral Agreement (Xxxxx Energy Holdings, LLC) LENDER: TORONTO DOMINION (NEW YORK) LLC By: /s/ Masqood Fikree Masqood Fikree Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Authorized Signatory Waiver, Agreement and Amendment No. 8 7 to Credit Agreement and Amendment to Guarantee and Collateral Agreement (Xxxxx Energy Holdings, LLC) LENDER: COMERICA BANK By: /s/ Xxxxxxx X.Xxxxxxxx Xxxx Name: Xxxxxxx X.Xxxxxxxx Vice President Xxxx Title: CBO Waiver, Agreement and Amendment No. 8 7 to Credit Agreement and Amendment to Guarantee and Collateral Agreement (Xxxxx Energy Holdings, LLC) LENDER: SUNTRUST BANK By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Vice President Waiver, Agreement and Amendment No. 8 7 to Credit Agreement and Amendment to Guarantee and Collateral Agreement (Xxxxx Energy Holdings, LLC) ANNEX A [see attached] ANNEX A TO AGREEMENT AND AMENDMENT NO. 8 TO CREDIT AGREEMENT CREDIT AGREEMENT DATED BORROWING BASE AS OF DECEMBER 31JUNE 12, 2009 AMONG XXXXX ENERGY HOLDINGS, LLC AS BORROWER, XXXXX FARGO BANK, NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT, AND THE LENDERS PARTY HERETO XXXXX FARGO SECURITIES, LLC AS SOLE LEAD ARRANGER AND SOLE BOOKRUNNER UNION BANK2013* Name of Lender Applicable Percentage Applicable Percentage of the Borrowing Base Xxxxx Fargo Bank, N.A. AND CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK AS CO-SYNDICATION AGENTS CAPITAL ONE, NATIONAL ASSOCIATION AND JPMORGAN CHASE BANK19.38775510204 % $ 96,938,775.51 Union Bank, N.A. AS CO-DOCUMENTATION AGENTS TABLE OF CONTENTS Page ARTICLE I13.26530612245 % $ 66,326,530.61 Credit Agricole Corporate and Investment Bank 13.26530612245 % $ 66,326,530.61 Capital One, National Association 13.26530612245 % $ 66,326,530.61 JPMorgan Chase Bank, N.A. 13.26530612245 % $ 66,326,530.61 Toronto Dominion (New York) LLC 9.18367346939 % $ 45,918,367.35 Comerica Bank 9.18367346939 % $ 45,918,367.35 SunTrust Bank 9.18367346939 % $ 45,918,367.35 TOTAL 100.000000000 % $ 500,000,000.00 *Borrowing Base is subject to redetermination pursuant to the terms of the Credit Agreement, as amended.

Xxxxx Fargo Bank, N. A., as the Administrative Agent, a US Lender and an Assignor Issuing Bank By: /s/ /s/Xxxxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxx Title: Director MIZUHO BANK, LTD., as a US Lender and an Issuing Bank By: /s/Xxxxx XxXxxxxxxxx Name: Xxxxx XxXxxxxxxxx Title: Authorized Signatory XXXXXX XXXXXXX BANK, N.A., as a US Lender By: /s/Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory SUMITOMO MITSUI BANKING CORPORATION, as a US Lender By: /s/Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director ARAB BANKING CORPORATION (B.S.C.), NEW YORK BRANCH, as a US Lender By: /s/Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Head of Wholesale Banking North America By: /s/Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chief Risk Officer, NY XXXXXXX SACHS BANK USA, as a US Lender By: /s/Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Authorized Signatory RIYAD BANK, HOUSTON AGENCY, as a US Lender By: /s/Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: General Manager By: /s/Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Operations Manager MUFG BANK, LTD. (f/k/a BANK OF TOKYO-MITSUBISHI UFJ, LTD.), as a US Lender By: /s/Anastasiya Haurylenia Name: Anastasiya Haurylenia Title: Authorized Signatory HSBC BANK CANADA, as Canadian Lender By: /s/Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Managing Director Title: Assistant Vice President Energy Financing By: /s/Xxxx Xxxxx Name: Xxxx Xxxxx Title: Assistant Vice President Energy Financing [Signature Page to Credit Agreement] Annex I Applicable Margin Index Debt Rating (S&P / Xxxxx’x / Xxxxx’x) US ABR Loans Canadian US$- Denominated ABR Loans and Canadian Prime Rate Loans US Eurodollar Loan Canadian US$ Libor Loan Canadian BA Stamping Rate Applicable Fee Baa3/BBB- or higher 1.00 % 1.00 % 2.00 % 2.00 % 2.00 % 0.225 % Ba1/BB+ 1.25 % 1.25 % 2.25 % 2.25 % 2.25 % 0.300 % Ba2/BB 1.50 % 1.50 % 2.50 % 2.50 % 2.50 % 0.375 % Ba3/BB- 1.75 % 1.75 % 2.75 % 2.75 % 2.75 % 0.500 % B1/B+ 2.00 % 2.00 % 3.00 % 3.00 % 3.00 % 0.625 % B2/B or lower 2.50 % 2.50 % 3.50 % 3.50 % 3.50 % 0.750 % For purposes of the above, (i) if any of the Designated Ratings Agencies shall not have in effect a rating for the Index Debt (other than by reason of the circumstances referred to in the last sentence of this definition), then such rating agency shall be deemed to have established the same rating as the rating agency that has in effect the higher rating for the Index Debt; provided that if none of the Designated Ratings Agencies has in effect a rating for the Index Debt (other than by reason of the circumstances referred to in the last sentence of this definition), then the Level IV rating in the above grid shall be the rating deemed in effect; (ii) if the ratings established or deemed to have been established by the Designated Ratings Agencies for the Index Debt shall fall within two different Levels, the Applicable Margin shall be based on the higher of the two Levels, but if the three ratings are separated by more than one rating Level, the Applicable Margin shall be the rating Level that is one lower than the highest such rating Level; and (iii) if the ratings established or deemed to have been established by the Designated Ratings Agencies for the Index Debt shall be changed (other than as a result of a change in the rating system of any Designated Ratings Agency), such change shall be effective as of the date on which it is first announced by the applicable rating agency, irrespective of when or whether notice of such change shall have been furnished by any Loan Party to the Administrative Agent and the Lenders. Each change in the Applicable Margin shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change; provided, however that (x) with respect to Canadian US$ Libor Loans, such change shall apply only for those portions of applicable Interest Periods falling within those times during which the changes in Applicable Margin are effective, as provided above, (y) with respect to Canadian Bankers’ Acceptances and Canadian US$ Libor Loans, such change shall be effective upon the earlier of (1) 90 days after any change in the ratings above or when the Index Debt ceases to be rated and (ii) the next rollover or conversion thereof after such change or cessation in rating, as the case may be. If the rating system of any Designated Ratings Agency shall change, or if no such rating agency shall then be in the business of rating corporate debt obligations, the Loan Parties and the Lenders shall negotiate in good faith to amend this definition to reflect such changed rating system or the unavailability of ratings from such rating agency and, pending the effectiveness of any such amendment, the Applicable Margin shall be determined by reference to the rating most recently in effect prior to such change or cessation. Schedule I US Lender Commitments NAME OF US LENDER APPLICABLE PERCENTAGE US REVOLVING COMMITMENT Citibank, N.A. 16.00000000 % US$ 200,000,000 Mizuho Bank, Ltd. 16.00000000 % US$ 200,000,000 Xxxxx Fargo Bank, N.A. 16.00000000 % US$ 200,000,000 Bank of America, N.A. 10.10594947 % US$ 124,000,000 MUFG Bank, Ltd. 9.00000000 % US$ 120,000,000 Xxxxxx Xxxxxxx Bank, N.A. 7.00000000 % US$ 88,000,000 Xxxxxxx Sachs Bank USA 6.00000000 % US$ 80,000,000 Sumitomo Mitsui Banking Corporation 6.51996740 % US$ 80,000,000 HSBC Bank USA, N.A. 6.00000000 % US$ 75,000,000 Arab Banking Corporation (B.S.C.) New York Branch 3.25998370 % US$ 40,000,000 Riyad Bank, Houston Agency 1.62999185 % US$ 20,000,000 TOTAL: 100.00000000 % US$ 1,227,000,000 Schedule II Canadian Lender Commitments NAME OF CANADIAN LENDER APPLICABLE PERCENTAGE CANADIAN REVOLVING COMMITMENT HSBC Bank Canada 100.00000000 % US$ 40,000,000 TOTAL: 100.00000000 % US$ 40,000,000 Schedule III Swingline Commitments NAME OF SWINGLINE LENDER APPLICABLE PERCENTAGE SWINGLINE COMMITMENT Citibank, N.A. 100.00000000 % US$ 120,000,000 TOTAL: 100.00000000 % US$ 120,000,000 Letter of Credit Maximum Amounts NAME OF ISSUING BANK LETTER OF CREDIT MAXIMUM AMOUNT Citibank, N.A. US$ 75,000,000 Bank of America, N.A. US$ 75,000,000 Mizuho Bank, Ltd. US$ 75,000,000 Xxxxx Fargo Bank, N.A. US$ 75,000,000 TOTAL: US$ 300,000,000 EXHIBIT A [Reserved]. EXHIBIT B Form of ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement defined below, receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, (i) all of the Assignor’s rights and obligations in its capacity as a US Lender under the Credit Agreement and Amendment Noany other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit, guarantees, and swingline loans and participations therein included in such facilities), and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a US Lender) against any person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as, the “Assigned Interest”). 8 Such sale and assignment is without recourse to Credit Agreement (Xxxxx Energy Holdingsthe Assignor and, LLC) LENDER: CAPITAL ONEexcept as expressly provided in this Assignment and Assumption, NATIONAL ASSOCIATION By: /s/ Xxxxx Xxx Xxxxx Xxx Senior Vice President Agreement and Amendment No. 8 to Credit Agreement (Xxxxx Energy Holdings, LLC) LENDER: UNION BANK, N.A. By: /s/ Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxx Vice President Agreement and Amendment No. 8 to Credit Agreement (Xxxxx Energy Holdings, LLC) LENDER: CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK By: /s/ Xxxxxxx Xxxxxx Xxxxxxx Xxxxxx Managing Director By: /s/ Xxxxxx Xxxxxx Xxxxxx Xxxxxx Managing Director Agreement and Amendment No. 8 to Credit Agreement (Xxxxx Energy Holdings, LLC) LENDER: JPMORGAN CHASE BANK, N.A. By: /s/ Xxxx Xxxx Xxxx Xxxx Authorized Officer Agreement and Amendment No. 8 to Credit Agreement (Xxxxx Energy Holdings, LLC) LENDER: TORONTO DOMINION (NEW YORK) LLC By: /s/ Masqood Fikree Masqood Fikree Authorized Signatory Agreement and Amendment No. 8 to Credit Agreement (Xxxxx Energy Holdings, LLC) LENDER: COMERICA BANK By: /s/ Xxxxxxx X.Xxxxxxxx Xxxxxxx X.Xxxxxxxx Vice President Agreement and Amendment No. 8 to Credit Agreement (Xxxxx Energy Holdings, LLC) LENDER: SUNTRUST BANK By: /s/ Xxxxxxx Xxxxx Xxxxxxx Xxxxx Vice President Agreement and Amendment No. 8 to Credit Agreement (Xxxxx Energy Holdings, LLC) ANNEX A [see attached] ANNEX A TO AGREEMENT AND AMENDMENT NO. 8 TO CREDIT AGREEMENT CREDIT AGREEMENT DATED AS OF DECEMBER 31, 2009 AMONG XXXXX ENERGY HOLDINGS, LLC AS BORROWER, XXXXX FARGO BANK, NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT, AND THE LENDERS PARTY HERETO XXXXX FARGO SECURITIES, LLC AS SOLE LEAD ARRANGER AND SOLE BOOKRUNNER UNION BANK, N.A. AND CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK AS CO-SYNDICATION AGENTS CAPITAL ONE, NATIONAL ASSOCIATION AND JPMORGAN CHASE BANK, N.A. AS CO-DOCUMENTATION AGENTS TABLE OF CONTENTS Page ARTICLE Iwithout representation or warranty by the Assignor.

Xxxxx Fargo Bank, N. A., as the Administrative Agent, the Issuer and a Lender and an Assignor By: /s/ Xxxx Xxxxxxx Xxxxxx Name: Xxxx Xxxxxxx Xxxxxx Title: Managing Director Signature page to Forbearance and Consent Agreement and Amendment No. 8 to Credit Agreement (Xxxxx Energy Holdings, LLC) LENDER: CAPITAL ONE, NATIONAL ASSOCIATION MACQUARIE BANK LIMITED By: /s/ Xxxxx Xxx Xxxxx Xxx Senior Vice President Agreement and Amendment No. 8 to Credit Agreement (Name: Xxxxx Energy Holdings, LLC) LENDERXxxxx Title: UNION BANK, N.A. By: /s/ Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxx Vice President Agreement and Amendment No. 8 to Credit Agreement (Xxxxx Energy Holdings, LLC) LENDER: CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK By: /s/ Xxxxxxx Xxxxxx Xxxxxxx Xxxxxx Managing Division Director By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Managing Title: Associate Director Signature page to Forbearance and Consent Agreement and Amendment No. 8 to Credit Agreement (Xxxxx Energy Holdings, LLC) LENDER: JPMORGAN CHASE BANK, N.A. THE ROYAL BANK OF SCOTLAND plc By: /s/ Xxxx Xxxx Xxxx Xxxx Authorized Officer Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Senior Vice President Signature page to Forbearance and Consent Agreement and Amendment No. 8 to Credit Agreement (Xxxxx Energy Holdings, LLC) LENDER: TORONTO DOMINION (NEW YORK) LLC By: /s/ Masqood Fikree Masqood Fikree Authorized Signatory Agreement and Amendment NoSIEMENS FINANCIAL SERVICES, INC. 8 to Credit Agreement (Xxxxx Energy Holdings, LLC) LENDER: COMERICA BANK By: /s/ Xxxxxxx X.Xxxxxxxx X. Xxxxx Name: Xxxxxxx X.Xxxxxxxx X. Xxxxx Title: Vice President By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President Signature page to Forbearance and Consent Agreement and Amendment No. 8 to Credit Agreement (Xxxxx Energy Holdings, LLC) LENDER: SUNTRUST THE BANK OF NOVA SCOTIA By: Name: Title: Signature page to Forbearance and Consent Agreement LENDER: AMEGY BANK NATIONAL ASSOCIATION By: /s/ Xxxxxxx Xxxxx X. Xxxxxxxx Name: Xxxxxxx Xxxxx X. Xxxxxxxx Title: Vice President Signature page to Forbearance and Consent Agreement and Amendment No. 8 to Credit Agreement (Xxxxx Energy HoldingsLENDER: CREDIT SUISSE AG, LLC) ANNEX A [see attached] ANNEX A TO AGREEMENT AND AMENDMENT NO. 8 TO CREDIT AGREEMENT CREDIT AGREEMENT DATED AS OF DECEMBER 31, 2009 AMONG XXXXX ENERGY HOLDINGS, LLC AS BORROWER, XXXXX FARGO BANK, NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT, AND THE LENDERS PARTY HERETO XXXXX FARGO SECURITIES, LLC AS SOLE LEAD ARRANGER AND SOLE BOOKRUNNER UNION BANK, N.A. AND CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK AS CO-SYNDICATION AGENTS CAPITAL ONE, NATIONAL ASSOCIATION AND JPMORGAN CHASE BANK, N.A. AS CO-DOCUMENTATION AGENTS TABLE OF CONTENTS Page ARTICLE ICAYMAN ISLANDS BRANCH By: /s/ Xxxxxxxxxxx Xxx Name: Xxxxxxxxxxx Xxx Title: Authorized Signatory By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Authorized Signatory