Amended and Restated SECURITIES PURCHASE AGREEMENT by and among SANCHEZ ENERGY CORPORATION, SN UR HOLDINGS, LLC SN EF UNSUB GP, LLC SN EF UNSUB, LP, SN EF UnSub Holdings, LLC, GSO ST HOLDINGS ASSOCIATES LLC, GSO ST HOLDINGS LP, And Intrepid Private...

Exhibit 10.7

Amended and Restated

SECURITIES PURCHASE AGREEMENT

by and among

XXXXXXX ENERGY CORPORATION,

SN UR HOLDINGS, LLC

SN EF UNSUB GP, LLC

SN EF UNSUB, LP,

SN EF UnSub Holdings, LLC,

GSO ST HOLDINGS ASSOCIATES LLC,

GSO ST HOLDINGS LP,

And

Intrepid Private Equity V-A, LLC

february 28, 2017

TABLE OF CONTENTS

		Page

ARTICLE I DEFINITIONS		3
Section 1.01	Definitions	3

ARTICLE II AGREEMENT TO SELL AND PURCHASE		11
Section 2.01	Anadarko Commitment and Related Matters	11
Section 2.02	Anadarko Related Commitment and Related Matters	13
Section 2.03		14
Section 2.03	Closing	14
Section 2.04	Deliveries	15
Section 2.05	Deliveries Upon Execution of KNOC PSA. Promptly following the execution of the KNOC PSA:	15
Section 2.06	Deliveries Upon the Closings	16
Section 2.07	Conditions of GSO Associates’ and GSO Holdings’ Obligations at the Closing	18
Section 2.08	Conditions of the Common Unit Purchaser’s Obligations at Committed Closing	20
Section 2.09	Conditions of Intrepid’s Obligations at the Closing	20
Section 2.10	Nature of Obligations	21
Section 2.11	Further Assurances	21
Section 2.12	UCC Filings After January 12, 2017	21

ARTICLE III REPRESENTATIONS AND WARRANTIES RELATED TO THE GENERAL PARTNER AND THE PARTNERSHIP		21
Section 3.01	Existence and Power	21
Section 3.02	Authority; Enforceability	22
Section 3.03	Capitalization; Issuance of Units	22
Section 3.04	Subsidiaries	23
Section 3.05	Litigation	23
Section 3.06	No Conflicts	24
Section 3.07	Approvals	24
Section 3.08	No Liabilities	24
Section 3.09	Investment Company Status	24
Section 3.10	No Registration Required	25
Section 3.11	Certain Fees	25
Section 3.12	No Integration	25
Section 3.13	No Restrictions on Dividends	25
Section 3.14	Springfield Gathering	25

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE PREFERRED UNIT PURCHASERS		26
Section 4.01	Existence	26
Section 4.02	Authorization, Enforceability	26
Section 4.03	No Breach	26
Section 4.04	Approvals	27
Section 4.05	Certain Fees	27
Section 4.06	Restricted Securities	27
Section 4.07	Financing	28

ARTICLE X XXXXXXXXXXXXXXX XXX XXXXXXXXXX XX XX		00
Section 5.01	Existence	29

Section 5.02	Authorization, Enforceability	29
Section 5.03	No Conflicts	30
Section 5.04	Approvals	30
Section 5.05	Certain Fees	30
Section 5.06	The GSO Allocated Shares, the Intrepid Allocated Shares and the Warrants	30
Section 5.07	Investment Company Status	31
Section 5.08	Stock Exchange Listing and Reporting Requirements	31
Section 5.09	No Registration Required	31
Section 5.10	No Integration	31
Section 5.11	Restricted Securities	31
Section 5.12	Litigation	32
Section 5.13	Solvency	32
Section 5.14	No Obligation to be Guarantor or Restricted Subsidiary	33

ARTICLE VI INDEMNIFICATION, COSTS AND EXPENSES		33
Section 6.01	Indemnification	33
Section 6.02	Indemnification Procedure	35
Section 6.03	Survival	37

ARTICLE VII TERMINATION		37
Section 7.01	Termination	37
Section 7.02	Notice of Termination	38
Section 7.03	Effect of Termination	38
Section 7.04	Termination of Commitment Related to KNOC Closing	38

ARTICLE VIII MISCELLANEOUS		38
Section 8.01	Expenses	38
Section 8.02	Interpretation	38
Section 8.03	Amendments and Waivers	38
Section 8.04	Binding Effect	40
Section 8.05	Communications	40
Section 8.06	Entire Agreement; Integrated Transaction	41
Section 8.07	Governing Law; Submission to Jurisdiction	42
Section 8.08	Waiver of Jury Trial	42
Section 8.09	Execution in Counterparts	42
Section 8.10	Successors and Assigns	42
Section 8.11	Severability	42
Section 8.12	Interim Actions	43
Section 8.13	No Recourse	44
Section 8.14	Creditors	44
Section 8.15	Public Disclosure; Confidentiality	44
Section 8.16	Time is of the Essence	45
Section 8.17	Remedies Generally	45

EXHIBITS

EXHIBIT A	–	Form of Amended and Restated Agreement of Limited Partnership of SN EF UnSub, LP
EXHIBIT B	–	Form of Limited Liability Company Agreement of SN EF UnSub GP, LLC
EXHIBIT C-1	–	Form of GSO Warrant Agreement
EXHIBIT C-2	–	Form of Intrepid Warrant Agreement
EXHIBIT D	–	Form of Management Services Agreement
EXHIBIT E	–	Form of Joint Development Agreement
EXHIBIT F	‒	APC/KM PSA
EXHIBIT G	‒	Hydrocarbon Marketing Agreement
EXHIBIT H-1	‒	Form of GSO Registration Rights Agreement
EXHIBIT H-2	‒	Form of Intrepid Registration Rights Agreement
EXHIBIT I	‒	Opinion Matters
EXHIBIT J	‒	Equity Commitment Letters
EXHIBIT K-1	‒	Form of GSO Non-Solicitation Agreement
EXHIBIT K-2	‒	Form of Intrepid Non-Solicitation Agreement
EXHIBIT L	‒	GSO Voting Agreement
EXHIBIT M	‒	Allocation of SN Shares and Warrants
EXHIBIT N	‒	SN Letter Agreement

SCHEDULES

SCHEDULE 3.07 – Partnership Approvals

SCHEDULE 3.08 – Liabilities

SCHEDULE 4.04 – Preferred Unit Purchasers Approvals

SCHEDULE 5.04 – SN Approvals

AMENDED and restated

SECURITIES PURCHASE AGREEMENT

This AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT (this “Agreement”), is entered into on February 28, 2017 (the “Effective Date”), by and among Xxxxxxx Energy Corporation, a Delaware corporation (“SN”); SN UR Holdings, LLC, a Delaware limited liability company (“SN GP Member”); SN EF UnSub Holdings, LLC, a Delaware limited liability company (“Common Unit Purchaser”); SN EF UnSub, LP, a Delaware limited partnership (the “Partnership”); SN EF UnSub GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”); Intrepid Private Equity V-A, LLC, a Delaware limited liability company (“Intrepid”); GSO ST Holdings Associates LLC, a Delaware limited liability company (“GSO Associates”); and GSO ST Holdings LP, a Delaware limited partnership (“GSO Holdings” and together with Intrepid, the “Preferred Unit Purchasers” and, collectively with GSO Associates and Intrepid, the “Purchasers”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in accordance with Article I.

R E C I T A L S:

WHEREAS, on January 12, 2017, the Partnership entered into the APC/KM PSA as a Buyer Party, an executed copy of which APC/KM PSA is attached as Exhibit F hereto, pursuant to which the Partnership has agreed to purchase, and Anadarko has agreed to sell to the Partnership, the Acquired Properties;

WHEREAS, upon execution of the APC/KM PSA, Anadarko sent a Sale Notice to KNOC whereby KNOC will have thirty (30) days to elect to sell the KNOC Properties to the Buyer Parties under the same terms and conditions that Anadarko proposes to transfer the Acquired Properties under the APC/KM PSA;

WHEREAS, if KNOC elects to sell the KNOC Properties to the Buyer Parties pursuant to the terms included in the Sale Notice (the “KNOC Election”), then the Partnership and other Buyer Parties will execute a purchase agreement with KNOC pursuant to the terms of the Sale Notice, this Agreement and as otherwise agreed among the parties (such purchase agreement, if any, the “KNOC PSA”);

WHEREAS, the Anadarko Closing (as defined below) and the KNOC Closing (as defined below) may occur on different days, provided that in such case the KNOC Closing shall not occur unless the Anadarko Closing has previously occurred (“Separate Closings”), or on the same day (a “Dual Closing”);

WHEREAS, on the terms and subject to the conditions set forth in this Agreement, at the Anadarko Closing, the Partnership will issue to the Common Unit Purchaser 100,000 newly issued Common Units in consideration for a contribution of $100,000,000.00 (the “Common Unit Funding Amount”);

WHEREAS, on the terms and subject to the conditions set forth in this Agreement, at the Anadarko Closing and, if applicable, the KNOC Closing, GSO Holdings has committed to contribute to the Partnership in the aggregate up to $800,000,000.00 (the “Preferred Unit GSO Commitment Amount”), with the actual amount to be contributed by GSO Holdings at the Anadarko Closing (whether it occurs in a Separate Closing or as part of a Dual Closing) to be set forth in the Closing Notice, provided that if the Anadarko Closing occurs in a Separate Closing the amount to be contributed by GSO Holdings shall be $500.0 million (the actual amount so contributed at the Anadarko Closing and less the amount of the Intrepid Contribution, if any, the “Preferred Unit Anadarko Funding Amount”) and, if applicable, the actual amount (which shall be determined by SN but shall not be less than $200.0 million and not greater than $300.0 million) to be contributed by GSO Holdings at the KNOC Closing (whether it occurs in a Separate Closing or as part of a Dual Closing) to be set forth (i) in the Closing Notice if a Dual Closing is to occur and (ii) in the Supplemental Closing Notice if Separate Closings will occur (the

“Preferred Unit KNOC Funding Amount” and, together with the “Preferred Unit Anadarko Funding Amount”, the “Preferred Funding Amounts”);

WHEREAS, on the terms and subject to the conditions set forth in this Agreement, at the Anadarko Closing, Intrepid has committed to contribute to the Partnership an amount equal to $15,000,000 (the “Intrepid Contribution”);

WHEREAS, on the terms and subject to the conditions set forth in this Agreement, (i) at the Anadarko Closing, the Partnership will issue to (A) GSO Holdings, a number of newly issued Preferred Units equal to the Preferred Unit Anadarko Funding Amount divided by the Preferred Unit Purchase Price and (B) Intrepid a number of newly issued Preferred Units equal to the Intrepid Contribution divided by the Preferred Unit Purchase Price and (ii) if applicable, at the KNOC Closing, the Partnership will issue to GSO Holdings a number of newly issued Preferred Units equal to the Preferred Unit KNOC Funding Amount divided by the Preferred Unit Purchase Price;

WHEREAS, in accordance with this Agreement and the Partnership Agreement, the Partnership will utilize the Common Unit Funding Amount, Preferred Funding Amounts and the Intrepid Contribution, together with the proceeds of the Credit Facility and Senior Debt drawn at the Preferred Unit Closings, to (i) pay to Anadarko consideration for the sale by Anadarko to the Partnership of the Acquired Properties pursuant to the APC/KM PSA, (ii) if applicable, pay to KNOC consideration for the sale by KNOC to the Partnership of the KNOC Properties pursuant to the KNOC PSA and (iii) the payment of certain fees and expenses as provided herein;

WHEREAS, concurrently with the execution of the APC/KM PSA, the Partnership, SN and SN Maverick entered into the SN Letter Agreement, an executed copy of which is attached hereto as Exhibit N, and concurrently with the execution and delivery of the Original SPA (as defined herein) the Partnership and SN Maverick entered into the Hydrocarbons Marketing Agreement (as defined herein) an executed copy of which is attached hereto as Exhibit G;

WHEREAS, at the Anadarko Closing, the Partnership will enter into the Management Services Agreement and the Joint Development Agreement, which agreements will be in the form of Exhibit D and Exhibit E hereto, respectively;

WHEREAS, as partial consideration for the commitment by GSO Holdings to contribute the Preferred Unit Anadarko Funding Amount and the Preferred Unit KNOC Funding Amount to the Partnership pursuant to this Agreement, SN has agreed, on the terms and subject to the conditions set forth in this Agreement and in the GSO Warrant Agreement, that at the Anadarko Closing, SN will issue to GSO Holdings the GSO Allocated Shares and the Warrants, which Warrants shall be issued pursuant to the GSO Warrant Agreement in the form attached as Exhibit C-1;

WHEREAS, GSO Holdings has directed SN to issue at the Anadarko Closing the GSO Allocated Shares and the Warrants included in the GSO Warrant Agreement to the funds managed by GSO that are identified in Exhibit M in the proportions set forth in Exhibit M (collectively, the “GSO Funds”);

WHEREAS, as partial consideration for the obligation of Intrepid to contribute the Intrepid Contribution to the Partnership pursuant to this Agreement, SN has agreed, on the terms and subject to the conditions set forth in this Agreement and in the Intrepid Warrant Agreement, that at the Anadarko Closing, SN will issue to Intrepid the Intrepid Allocated Shares and the Warrants included in the Intrepid Warrant Agreement, which shall be in the form attached as Exhibit C-2;

WHEREAS, at the Anadarko Closing SN and the GSO Funds will enter into the GSO Registration Rights Agreement in the form attached as Exhibit H-1, and SN and Intrepid will enter into the Intrepid Registration

Rights Agreement in the form attached as Exhibit H-2, in each case relating to the registration of the SN Common Stock to be issued to the GSO Funds and Intrepid at the Anadarko Closing and the SN Common Stock subject to issuance upon exercise of the applicable Warrants;

WHEREAS, as a condition to and inducement for the SN Parties to enter into the Original SPA, contemporaneously with the execution of the Original SPA, the GSO Funds executed and delivered to the Partnership and SN two equity commitment letters, enforceable by SN and the Partnership, with respect to certain of GSO Holdings’ obligations hereunder, copies of which are attached hereto as Exhibits J-1 and J-2 (the “Equity Commitment Letters”);

WHEREAS, the parties hereto intend that the General Partner and the Partnership shall constitute bankruptcy remote, non-guarantor, unrestricted special purpose Subsidiaries of SN; and

WHEREAS, the parties hereto desire to amend and restate the original Securities and Purchase Agreement executed by and among SN, SN GP Member, Common Unit Purchaser, the Partnership, the General Partner, GSO Associates and GSO Holdings on January 12, 2017 (“Original SPA”) in its entirety (including the Exhibits and Schedules thereto) to give effect to the foregoing and to the other agreements as further set forth herein.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby amend and restate the Original SPA in its entirety and agree as follows:

ARTICLE I
DEFINITIONS

Section 1.01 Definitions. As used in this Agreement, the following terms have the meanings indicated:

“Acquired Properties” means the properties, assets and rights to be acquired, directly or indirectly, by the Partnership from Anadarko at the Closing (as such term is defined in the APC/KM PSA) pursuant to the “UnSub Assignment” (as such term is defined in the APC/KM PSA) in the form attached as Exhibit C-2 to the APC/KM PSA.

“Affiliate” of any Person means any other Person, directly or indirectly, Controlling, Controlled by or under common Control with such particular Person. For purposes of this Agreement, (i) The Blackstone Group, L.P. and all private equity funds, portfolio companies, parallel investment entities, and alternative investment entities owned, managed, or Controlled by The Blackstone Group, L.P. or its Affiliates that are not part of the credit-related businesses of The Blackstone Group L.P. shall not be considered or otherwise deemed to be an “Affiliate” of GSO or its Affiliates that are part of the credit-related businesses of The Blackstone Group L.P., but any fund or account managed, advised or sub-advised by or Controlled by GSO or its Affiliates within the credit-related businesses of The Blackstone Group L.P. shall constitute an Affiliate of GSO, and (ii) none of GSO or its Affiliates or any fund or account managed, advised or sub-advised by or Controlled by GSO or its Affiliates shall constitute an Affiliate of the Partnership or the General Partner.

“Agreement” has the meaning set forth in the introductory paragraph of this Agreement.

“Anadarko” means Anadarko Onshore and Xxxx-XxXxx Oil and Gas Onshore LP, a Delaware limited partnership.

“Anadarko Closing” means the issuance and sale of the Common Units and the Preferred Units to the Common Unit Purchaser and the Preferred Unit Purchasers, respectively, in consideration for the Common Xxxx

Xxxxxxx Xxxxxx, xxx Xxxxxxxxx Xxxx Xxxxxxxx Funding Amount and Intrepid Contribution, respectively, in accordance with Section 2.01(a).

“Anadarko Closing Date” means the date that is the “Closing Date”, as such term is defined in the APC/KM PSA.

“Anadarko Onshore” means Anadarko E&P Onshore LLC, a Delaware limited liability company.

“APC/KM PSA” means that certain Purchase and Sale Agreement among Anadarko E&P Onshore LLC, Xxxx-XxXxx Oil and Gas Onshore LP, SN Maverick, the Partnership and Blackstone Newco, dated January 12, 2017, an executed copy of which is attached as Exhibit F hereto.

“Basic Documents” means, collectively, this Agreement, the Partnership Agreement, the GP LLC Agreement, the APC/KM PSA, the KNOC PSA if such document is executed, the Management Services Agreement, the Joint Development Agreement, the Hydrocarbons Marketing Agreement, the GSO Warrant Agreement, the Intrepid Warrant Agreement, the GSO Registration Rights Agreement, the Intrepid Registration Rights Agreement, the Equity Commitment Letters, the SN Letter Agreement, the definitive documents relating to the Credit Facility and the Senior Debt, if any, the GSO Voting Agreement, the GSO Non-Solicitation Agreement, the Intrepid Non-Solicitation Agreement and the Drilling Commitment Agreement.

“Blackstone” means The Blackstone Group, L.P. and all private equity funds, portfolio companies, parallel investment entities, and alternative investment entities owned, managed, or Controlled by The Blackstone Group, L.P. or its Affiliates that are not part of the credit-related businesses of The Blackstone Group L.P.

“Blackstone Newco” means Gavilan Resources, LLC, a Delaware limited liability company.

“Business Day” means any day other than a Saturday, Sunday or a day on which commercial banks are authorized or required to close in Houston, Texas.

“Buyer Party” and “Buyer Parties” have the meaning set forth in the APC/KM PSA.

“Citi” means Citigroup Global Markets Inc., Citibank, N.A., Citicorp USA, Inc., Citicorp North America Inc. and/or any of their Affiliates.

“Class A Common Interests” has the meaning assigned to such term in Section 2.01(b).

“Class B Common Interests” has the meaning assigned to such term in Section 2.01(b).

“Closing Notice” means a written notice prepared and delivered by SN to GSO Holdings not less than thirteen (13) Business Days prior to the Anadarko Closing Date, which notice shall specify (i) if there will be Separate Closings, the Preferred Unit Anadarko Funding Amount in the Anadarko Closing that occurs in a Separate Closing (which amount shall be $500.0 million) and shall include wiring instructions for receipt of such Preferred Unit Anadarko Funding Amount and (ii) if there will be a Dual Closing, the Preferred Unit Anadarko Funding Amount in such Dual Closing and the Preferred Unit KNOC Funding Amount in such Dual Closing (which combined amount shall be determined by SN, but shall not exceed $800.0 million and shall not be less than $700.0 million) and shall include wiring instructions for receipt of the Preferred Unit Anadarko Funding Amount and the Preferred Unit KNOC Funding Amount, and in all cases, the Closing Notice shall be subject to deemed adjustment with respect to any Initial Debt Replacement Units in accordance with Section 2.01(c). If there will be a Dual Closing, the Anadarko Closing Date and the KNOC Closing Date will occur on the same day.

“Commission” means the United States Securities and Exchange Commission.

“Commitment Fee” means a fee payable by SN to GSO Holdings as of the date of the Original SPA in immediately available funds accordance with Section 2.04(a)(vii) of the Original SPA, which Commitment Fee shall be in an amount equal to $20.0 million.

“Common Indemnified Parties” has the meaning specified in Section 6.01(b).

“Common Unit Funding Amount” has the meaning specified in the recitals of this Agreement.

“Common Unit Purchaser” has the meaning set forth in the introductory paragraph of this Agreement.

“Common Units” means the “Common Units” as such term is defined in the Partnership Agreement.

“Contract” means any contract, agreement, indenture, note, bond, mortgage, deed of trust, loan, instrument, lease, license, commitment or other arrangement, understanding, undertaking, commitment or obligation, whether written or oral.

“Control” has the meaning set forth in the Partnership Agreement.

“Credit Facility” means the up to $500.0 million senior secured first lien reserve based revolving credit facility among the Partnership, as borrower, and X.X. Xxxxxx and Citi, as joint lead arrangers and joint book runners, X.X. Xxxxxx as administrative agent, and X.X. Xxxxxx, Citi and the syndicate of banks and financial institutions named therein as the lenders; provided, however, that if X.X. Xxxxxx and Citi are unable to fully syndicate such facility, SN may in its discretion reduce, but subject to the rights of GSO Holdings set forth in Section 2.01(c), the amount of such credit facility by up to $300.0 million in the aggregate (the “Facility Reduction Amount”) and incur Senior Debt in an amount up to such reduction.

“Damages” means losses, judgments, liabilities, damages and fines and all reasonable costs, fees, outlays, expenses, expenditures and disbursements of every nature (including costs of investigation and fees and expenses of attorneys, accountants, consultants, expert witnesses and other witnesses).

“Delaware Act” means the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq., as amended from time to time, and any successor to the Delaware Act.

“Deposit” has the meaning set forth in the APC/KM PSA.

“Drilling Commitment Agreement” means the Development Agreement to be entered into at the Anadarko Closing (whether it occurs in a Separate Closing or at the Dual Closing), by and among Anadarko, SN Maverick, the Partnership and Blackstone Newco, and, solely for the purpose specified therein, SN, the form of which is attached as Exhibit N to the APC/KM PSA.

“DRULPA” means the Delaware Revised Uniform Limited Partnership Act, 6 Del. C §17-101 et seq. as amended from time to time and any successor to DRULPA.

“Dual Closing” has the meaning specified in the recitals of this Agreement.

“Effective Date” has the meaning set forth in the introductory paragraph to this Agreement.

“Equity Commitment Letters” has the meaning set forth in the recitals.

“Equity Interests” means (i) equity interests (including capital stock, membership interests and partnership interests) of any applicable Person, (ii) obligations, evidences of indebtedness or other securities or

interests convertible or exchangeable into equity interests, and (iii) warrants, options or other rights to purchase or otherwise acquire or receive equity interests.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Facility Reduction Amount” has the meaning set forth in the definition of the term “Credit Facility”.

“Fee Letter” means that certain Project Lightning Fee Letter, dated January 12, 2017, among X.X. Xxxxxx, Citi and the Partnership.

“Final Availability Cushion” has the meaning assigned to such term in Section 2.02(b).

“Final Debt Replacement Election” has the meaning assigned to such term in Section 2.02(b).

“Final Debt Replacement Units” has the meaning assigned to such term in Section 2.02(b).

“Final Non-Syndicated Debt” has the meaning set forth in Section 2.02(b).

“Fundamental Representations” means those representations and warranties set forth in Sections 3.01, 3.02, 3.03, 3.04, 3.05 (solely as such representation relates to the absence of proceedings as of the Effective Date), 3.06, 3.09, 3.10, 3.13, 4.01, 4.02, 5.01, 5.02, 5.03, 5.06, 5.09, 5.10, 5.12 (solely as such representation relates to the absence of proceedings as of the Effective Date) and 5.14.

“GAAP” means generally accepted accounting principles in the United States.

“General Partner” has the meaning set forth in the introductory paragraph to this Agreement.

“Governmental Authority” means the United States of America or any other nation, any state or other political subdivision thereof, or any entity exercising executive, legislative, judicial, regulatory or administrative functions of government.

“GP LLC Agreement” means the Amended and Restated Limited Liability Company Operating Agreement of the General Partner in the form attached as Exhibit B hereto.

“GSO” means GSO Capital Partners LP, a Delaware limited partnership.

“GSO Allocated Shares” means the 1,455,000 shares of SN Common Stock to be issued by SN to the GSO Funds at the Anadarko Closing, such number of shares subject to adjustment in accordance with the last sentence of Section 6.01(b).

“GSO Associates” has the meaning set forth in the introductory paragraph to this Agreement.

“GSO Funds” has the meaning set forth in the recitals.

“GSO Holdings” has the meaning set forth in the introductory paragraph to this Agreement.

“GSO Non-Solicitation Agreement” means the Non-Solicitation Agreement to be entered into at the Anadarko Closing by and among SN, SOG and GSO, substantially in the form attached as Exhibit K-1 hereto.

“GSO Registration Rights Agreement” means the Registration Rights Agreement to be entered into at the Anadarko Closing between SN and the GSO Funds, substantially in the form attached as Exhibit H-1 hereto.

“GSO Voting Agreement” means the Voting and Standstill Agreement, executed on February 6, 2017 by and between the GSO Funds and SN, attached as Exhibit L hereto.

“GSO Warrant Agreement” means the Warrant Agreement to be entered into at the Anadarko Closing between the GSO Funds and SN, substantially in the form attached as Exhibit C-1 hereto.

“Hydrocarbon Marketing Agreement” means the Hydrocarbons Purchase and Marketing Agreement entered into on January 12, 2017 between SN Maverick and the Partnership attached as Exhibit G hereto.

“Indebtedness” means, with respect to any specified Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for a deferred purchase price (other than trade payables incurred in the ordinary course of such Person’s business), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all obligations of such Person under capital leases, (e) all obligations of such Person, contingent or otherwise, as an account party or applicant under or in respect of acceptances, letters of credit, surety bonds or similar arrangements, regardless of whether drawn, (f) all obligations of such Person created or arising under any conditional sale or title retention agreement, (g) the liquidation value or redemption price, as the case may be, of all preferred or redeemable stock of such Person, (h) all net obligations of such Person payable under any rate, currency, commodity or other swap, option or derivative agreement, (i) all obligations secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien on property owned by such Person, regardless of whether such Person has assumed or become liable for the payment of such obligation and (j) all obligations of others guaranteed by such Person.

“Indemnified Party” has the meaning specified in Section 6.02(a).

“Indemnifying Party” has the meaning specified in Section 6.02(a).

“Initial Availability Cushion” has the meaning assigned to such term in Section 2.01(c).

“Initial Debt Replacement Election” has the meaning assigned to such term in Section 2.01(c).

“Initial Debt Replacement Units” has the meaning assigned to such term in Section 2.01(c).

“Intrepid” has the meaning set forth in the introductory paragraph to this Agreement.

“Intrepid Allocated Shares” means the 45,000 shares of SN Common Stock to be issued by SN to Intrepid at the Anadarko Closing, such number of shares subject to adjustment in accordance with the last sentence of Section 6.01(b).

“Intrepid Contribution” has the meaning specified in the recitals of this Agreement.

“Intrepid Non-Solicitation Agreement” means the Non-Solicitation Agreement to be entered into at the Anadarko Closing by and among SN, SOG and Intrepid, substantially in the form attached as Exhibit K-2 hereto.

“Intrepid Registration Rights Agreement” means the Registration Rights Agreement to be entered into at the Anadarko Closing between SN and Intrepid, substantially in the form attached as Exhibit H-2 hereto.

“Intrepid Warrant Agreement” means the Warrant Agreement to be entered into at the Anadarko Closing between the Intrepid and SN, substantially in the form attached as Exhibit C-2 hereto.

“Joint Development Agreement” means the Joint Development Agreement to be entered into between the Partnership, Blackstone Newco and SN Maverick substantially in the form attached as Exhibit D hereto.

“X.X. Xxxxxx” means X.X. Xxxxxx Xxxxx Bank, N.A.

“KNOC” means Eagle Ford TX LP, a Texas limited partnership.

“KNOC Closing” means the issuance and sale of the KNOC Preferred Units to GSO Holdings and, if Intrepid elects to participate in accordance with the terms hereof, Intrepid in consideration for the Preferred Unit KNOC Funding Amount in accordance with Section 2.02(a); provided, however, that in no event will the KNOC Closing occur unless the Anadarko Closing has previously occurred or occurs concurrently with the KNOC Closing.

“KNOC Closing Date” means, the day upon which closing occurs pursuant to the KNOC PSA, which date shall occur (i) on the day of the Anadarko Closing if a Dual Closing occurs or (ii) on a date after the Anadarko Closing has occurred if the KNOC Closing occurs in a Separate Closing.

“KNOC Election” has the meaning set forth in the recitals.

“KNOC Participation Agreement” means that certain Maverick Basin Area Participation Agreement, dated March 17, 2011, by and among Anadarko and KNOC.

“KNOC Properties” means KNOC’s pro rata share of the Interests (as defined in the KNOC Participation Agreement).

“KNOC PSA” has the meaning set forth in the recitals.

“Knowledge of SN” means the actual knowledge, after due inquiry, of any of Xxxxxxx X. Xxxxxxx, III, Xxxxxxx X. Xxxxxxx, Xxxxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxx.

“Law” means any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law (including common law), rule or regulation.

“Lien” means any mortgage, claim, encumbrance, pledge, lien (statutory or otherwise), security agreement, conditional sale or trust receipt or a lease, consignment or bailment, preference or priority, assessment, deed of trust, charge, easement, servitude or other encumbrance upon or with respect to any property of any kind.

“Management Services Agreement” means the Management Services Agreement to be entered into at the Anadarko Closing by and between the Partnership and SOG, substantially in the form attached hereto as Exhibit D.

“Non-Syndicated Debt” has the meaning set forth in Section 2.01(c).

“NYSE” has the meaning assigned to such term in Section 5.07.

“Original SPA” has the meaning specified in the recitals of this Agreement.

“Partnership” has the meaning assigned to such term in the introductory paragraph of this Agreement.

“Partnership Agreement” means the Amended and Restated Agreement of Limited Partnership of the Partnership to be entered into at the Anadarko Closing by and among the General Partner, Common Unit Purchaser and the Preferred Unit Purchasers, substantially in the form attached as Exhibit A hereto.

“Permits” means any approvals, authorizations, consents, licenses, permits, variances, waivers, grants, franchises, concessions, exemptions, orders, registrations or certificates of a Governmental Authority.

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, association or other entity or a Governmental Authority.

“Preferred Funding Amounts” has the meaning specified in the recitals of this Agreement.

“Preferred Unit Anadarko Funding Amount” has the meaning specified in the recitals of this Agreement.

“Preferred Unit Closings” means the Anadarko Closing and the KNOC Closing.

“Preferred Unit GSO Commitment Amount” has the meaning specified in the recitals of this Agreement.

“Preferred Unit KNOC Funding Amount” has the meaning specified in the recitals of this Agreement.

“Preferred Unit Purchase Price” means a cash purchase price of $1,000 per Preferred Unit.

“Preferred Unit Purchasers” has the meaning set forth in the introductory paragraph of this Agreement.

“Preferred Units” means “Preferred Units”, as defined in the Partnership Agreement.

“Purchased Preferred Units” means those Preferred Units purchased by the Preferred Unit Purchasers in accordance with Section 2.01(a) and, if applicable, Section 2.02(a).

“Purchaser Indemnified Parties” has the meaning specified in Section 6.01(a).

“Purchasers” has the meaning set forth in the introductory paragraph to this Agreement.

“Restricted Subsidiary” has the meaning assigned to such term in the SN Credit Agreement, or in any indenture or other agreement pertaining to indebtedness of SN.

“Rights” has the meaning assigned to such term under the SN Rights Plan.

“Sale Notice” has the meaning assigned to such term under Section 22.2 of the KNOC Participation Agreement.

“Securities Act” means the Securities Act of 1933, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder.

“Senior Debt” means the senior credit facility (other than, for the avoidance of doubt, the Credit Facility) and/or securities or note issuance among the Partnership, as borrower or issuer, X.X. Xxxxxx and Citi as joint lead arrangers and joint book runners (or other equivalent roles), X.X. Xxxxxx as administrative agent (or equivalent role) and X.X. Xxxxxx, Citi and the syndicate of banks and the financial institutions as the lenders or holders in an original principal amount up to $300 million, but in no event shall the original principal amount of the Senior Debt exceed the Facility Reduction Amount.

“Separate Closings” has the meaning specified in the recitals of this Agreement.

“SN” has the meaning set forth in the introductory paragraph to this Agreement.

“SN Common Stock” means the common stock, par value $0.01 per share of SN. For purposes of this Agreement, references to a share or shares of SN Common Stock shall be deemed to include the Right(s)

associated with such share or shares that are issued pursuant to the SN Rights Plan or any similar successor plan hereafter adopted by SN.

“SN Credit Agreement” means the Second Amended and Restated Credit Agreement, dated as of June 30, 2014, among Xxxxxxx Energy Corporation, Royal Bank of Canada, as Administrative Agent, and the lenders party thereto, as amended, restated, modified, renewed, refunded, replaced or refinanced from time to time.

“SN GP Member” has the meaning set forth in the introductory paragraph to this Agreement.

“SN Letter Agreement” means that certain Letter Agreement, dated as of January 12, 2017, by and among SN, SN Maverick and the Partnership, attached as Exhibit P hereto.

“SN Maverick” means SN EF Maverick, LLC, a Delaware limited liability company.

“SN Parties” means SN, SN GP Member, the General Partner, the Partnership and the Common Unit Purchaser.

“SN Rights Plan” means that certain Rights Agreement, dated as of July 28, 2015, between SN and Continental Stock Transfer & Trust Company, as rights agent, including the exhibits attached thereto, as such rights agreement may be amended, modified or supplemented from time to time.

“SOG” means Xxxxxxx Oil & Gas Corporation, a Delaware corporation.

“Springfield Gathering Agreements” means (a) the Second Amended and Restated Lease Dedication and Gas Gathering Agreement between Springfield Pipeline LLC, a Texas limited liability company (“Springfield”), and SN and (b) the Second Amended and Restated Lease Dedication and Oil Gathering Agreement between Springfield and SN, in each case to be entered into upon termination of the Marketing Transition Services Agreement pursuant to the APC/KM PSA.

“Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association or business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or Controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, (ii) if a limited liability company, partnership, association or other business entity (other than a corporation), a majority of the membership interests, partnership interests or other similar ownership interests thereof with voting rights is at the time owned or Controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity (other than a corporation) if such Person or Persons shall be allocated a majority of the limited liability company, partnership, association or other business entity gains or losses or shall be or Control, directly or indirectly, the manager, managing member, managing director (or a board comprised of any of the foregoing) or general partner of such limited liability company, partnership, association or other business entity.

“Supplemental Closing Notice” means a written notice prepared and delivered by SN to GSO Holdings not less than thirteen (13) Business Days prior to the KNOC Closing Date that will occur in a Separate Closing, which notice shall specify the Preferred Unit KNOC Funding Amount (which amount shall be determined by SN, but shall not exceed $300.0 million and shall not be less than $200.0 million, such amount not in duplication of any amounts funded at the Anadarko Closing that has or, prior to the KNOC Closing, will occur in a Separate Closing), which Supplemental Closing Notice shall be subject to deemed adjustment with respect to any Final Debt Replacement Units in accordance with Section 2.02(b); provided that such written notice shall only be

delivered if Separate Closings will occur. A Supplemental Closing Notice may be only be delivered by SN to GSO Holdings if a Closing Notice for the Anadarko Closing that will occur in a Separate Closing has previously been delivered by SN to GSO Holdings.

“Third Party Claim” has the meaning specified in Section 6.02(b).

“Unrestricted Subsidiary” has the meaning assigned to such term in the SN Credit Agreement, or in any indenture or other agreement pertaining to Indebtedness of SN or any of its Subsidiaries (other than the General Partner or the Partnership or any of its Subsidiaries).

“Warrants” means the Warrants issued in accordance with the GSO Warrant Agreement and the Intrepid Warrant Agreement, as applicable.

ARTICLE II
AGREEMENT TO SELL AND PURCHASE

Section 2.01 Anadarko Commitment and Related Matters.

(a) At, or prior to, the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing), on the terms and subject to the conditions set forth in this Agreement, (i) GSO Holdings shall contribute and fund to the Partnership by wire transfer of immediately available funds the Preferred Unit Anadarko Funding Amount, (ii) Intrepid shall contribute and fund to the Partnership by wire transfer of immediately available funds the Intrepid Contribution and (iii) the Common Unit Purchaser shall contribute and fund to the Partnership by wire transfer of immediately available funds the Common Unit Funding Amount. At the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing), on the terms and subject to the conditions set forth in this Agreement, each of the Preferred Unit Anadarko Funding Amount, Intrepid Contribution and Common Unit Funding Amount shall be paid by wire transfer of immediately available funds to an account of the Partnership designated in writing by SN in the Closing Notice; provided that, the Intrepid Contribution may be paid by Intrepid by wire transfer of immediately available funds to an account of GSO Holdings designated in writing by GSO Holdings to Intrepid at or contemporaneously with the Anadarko Closing and such payment shall be, upon GSO Holdings’ contribution thereof to the Partnership, deemed a contribution of the Intrepid Contribution by Intrepid to the Partnership, in consideration for the issuance by the Partnership (x) to the Common Unit Purchaser 100,000 Common Units, (y) to Intrepid a number of Preferred Units equal to the Intrepid Contribution divided by the Preferred Unit Purchase Price and (z) subject to increase in accordance with Section 2.01(c), to GSO Holdings a number of Preferred Units equal to the Preferred Unit Anadarko Funding Amount divided by the Preferred Unit Purchase Price. Each of the Preferred Unit Anadarko Funding Amount, Intrepid Contribution and the Common Unit Funding Amount shall be used, together with the proceeds of the Senior Debt, if any, and drawings on the Credit Facility as of the Anadarko Closing, to fund the portion of the “Purchase Price” (as defined in the APC/KM PSA) attributable to the Acquired Properties, with any excess funds being retained by the Partnership for its general business purposes and reimbursement of the Purchasers’ expenses to the extent required under the Basic Documents.

(b) At the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing), on the terms and subject to the conditions set forth in this Agreement, (i) GSO Associates and SN GP Member shall each make the applicable nominal contribution to the General Partner set forth in the GP LLC Agreement and (ii) the General Partner shall issue to the SN GP Member 99 Class A common membership interest (the “Class A Common Interests”) and to GSO Associates 1 Class B common membership interest (the “Class B Common Interest”). Funds contributed to the General Partner pursuant to this Section 2.01(b) shall be paid by wire transfer of immediately available funds to an account designated by the General Partner pursuant to a written notice

delivered to SN GP Member and GSO Associates no later than two (2) Business Days before the Anadarko Closing.

(c) Notwithstanding anything to the contrary contained herein, not less than thirteen (13) Business Days prior to the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing), SN shall notify GSO Holdings whether (i)(a) it intends to cause the Partnership to incur any Senior Debt on the day of the Anadarko Closing or (b) if the lenders to the Credit Facility have not achieved a “Successful Syndication” (as such term is defined in the Fee Letter) and the maximum size of the “Demand Facility” (as such term is defined in the Fee Letter) that may be requested by the lenders pursuant to a “Term Loan” (as such term is defined in the Fee Letter) (the “Non-Syndicated Debt”), or (ii) if the availability under the Credit Facility will be less than (A) $65.0 million immediately following the Anadarko Closing if Separate Closings will occur or (B) $100.0 million immediately following the Dual Closings if a Dual Closing will occur (such shortfall in clause (ii)(A) or (ii)(B), the “Initial Availability Cushion”), and following delivery of such notification GSO Holdings may elect within seven (7) Business Days thereafter to, in its sole discretion by written notice provided to SN (any such election, a “Initial Debt Replacement Election”), irrevocably commit in writing to purchase on the day of the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing) an additional number of Preferred Units equal to (i) to the extent applicable (a) all or part of the Senior Debt proposed to be incurred by the Partnership on the day of the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing), and/or (b) all or a part of the Initial Availability Cushion and/or (c) the Non-Syndicated Debt, divided by (ii) the Preferred Unit Purchase Price (such number of additional Preferred Units, the “Initial Debt Replacement Units”). Following receipt of a timely Initial Debt Replacement Election and in accordance with such election, on the day of the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing), (i) the Partnership shall not incur to the extent applicable (x) the portion of the proposed Senior Debt corresponding to the portion of the proposed Senior Debt to be funded by GSO Holdings as set forth in the Initial Debt Replacement Election and/or (y) borrowings under the Credit Facility in an amount corresponding to the portion of the Initial Availability Cushion to be funded by GSO Holdings as set forth in the Initial Debt Replacement Election and/or (z) the Non-Syndicated Debt, (ii) GSO Holdings shall purchase the Initial Debt Replacement Units, (iii) the maximum number of Preferred Units authorized to be issued by the Partnership shall be increased by the Initial Debt Replacement Units, (iv) the Preferred Unit Anadarko Funding Amount shall automatically be increased by the product of (A) the Initial Debt Replacement Units to be purchased by GSO Holdings at the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing) and (B) the Preferred Unit Purchase Price and (v) the number of Preferred Units to be issued at the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing) to GSO Holdings shall be increased by the Initial Debt Replacement Units purchased on the day of the Anadarko Closing. In addition, at the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing), SN shall pay to GSO Holdings a fee equal to the product of (a) two and one-half percent (2.5%) and (b) the product of (i) the Preferred Unit Purchase Price and (ii) the number of Initial Debt Replacement Units actually purchased by GSO Holdings at the Anadarko Closing. If GSO Holdings delivers to SN an Initial Debt Replacement Election, it shall furnish a copy of same to Intrepid and Intrepid shall have the right, exercisable for five (5) Business Days after Intrepid’s receipt of the Initial Debt Replacement Election, to elect to pay to the Partnership at the Anadarko Closing by wire transfer of immediately available funds to an account designated by the Partnership an amount equal to three percent (3.0%) of the product of the Preferred Unit Purchase Price and the number of Initial Debt Replacement Units and if Intrepid makes such contribution, the Partnership will issue to Intrepid at the Anadarko Closing an additional number of Preferred Units equal to three percent (3.0%) of the number of Initial Debt Replacement Units and to GSO Holdings ninety-seven percent (97.0%) of the number of Initial Debt Replacement Units; provided, however, that if Intrepid does not elect to participate in such Initial Debt Replacement Units then GSO Holdings shall have the rights set forth in Section 3.1(c)(i) of the Partnership Agreement. In addition, at the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing), SN shall pay to Intrepid a fee equal to the product of (a) two and one-half percent (2.5%) and (b) the product of (i) the Preferred Unit Purchase Price and (ii) the number of Initial Debt Replacement Units actually purchased by Intrepid at the Anadarko Closing.

(d) Not less than thirteen (13) Business Days prior to the Anadarko Closing Date, SN shall provide, based upon information available to them at such time, notice to GSO Holdings in writing of the proposed key terms of the Credit Facility and Senior Debt, if any Senior Debt is contemplated. In addition, SN and the Partnership shall, and the Common Unit Purchaser shall cause the Partnership to, keep GSO Holdings reasonably apprised of the expected Anadarko Closing Date and apprised of whether the Anadarko Closing is expected to occur on the same day as the KNOC Closing, and shall use their commercially reasonable efforts (based upon information available to them) (i) to notify GSO Holdings not later than thirteen (13) Business Days prior to the Anadarko Closing Date, provided that, any failure to so notify GSO Holdings shall not limit GSO Holding’s obligations hereunder, including with respect to funding the Preferred Unit Anadarko Funding Amount at the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing) or the Preferred Unit KNOC Funding Amount at the KNOC Closing (whether in a Separate Closing or as part of a Dual Closing) and (ii) to deliver the Closing Notice to GSO Holdings not later than thirteen (13) Business Days prior to the Anadarko Closing Date, which Closing Notice shall be prepared by SN.

(e) SN will use its commercially reasonable efforts if the KNOC Election is timely made to cause the Anadarko Closing and the KNOC Closing to occur at the Dual Closing; provided that SN shall have no liability to any Person if the Anadarko Closing and the KNOC Closing do not occur on the same day.

Section 2.02 Anadarko Related Commitment and Related Matters .

(a) SN shall promptly deliver to GSO Holdings a copy of the KNOC Election upon SN’s receipt of same. At the KNOC Closing (whether in a Separate Closing or as part of a Dual Closing), if applicable, on the terms and subject to the conditions set forth in this Agreement, GSO Holdings shall contribute and fund to the Partnership by wire transfer of immediately available funds the Preferred Unit KNOC Funding Amount in consideration for the issuance by the Partnership to GSO Holdings of a number of Preferred Units equal to the Preferred Unit KNOC Funding Amount divided by the Preferred Unit Purchase Price. Funds contributed to the Partnership pursuant to this Section 2.02(a) shall be paid by wire transfer of immediately available funds to an account designated by the General Partner pursuant to a written notice delivered to GSO Holdings no later than two (2) Business Days before the KNOC Closing (whether in a Separate Closing or as part of a Dual Closing). If the KNOC Election is made, GSO Holdings shall promptly furnish a copy of same to Intrepid after GSO Holdings receives same from SN and Intrepid shall have the right, exercisable for five (5) Business Days after Intrepid’s receipt of the copy of such KNOC Election, to elect to pay to the Partnership at the KNOC Closing by wire transfer of immediately available funds to an account designated by the Partnership an amount equal to three percent (3.0%) of the Preferred Unit KNOC Funding Amount and if Intrepid makes such contribution, the Partnership will issue to Intrepid at the KNOC Closing an additional number of Preferred Units equal to three percent (3.0%) of the quotient of the Preferred Unit KNOC Funding Amount divided by the Preferred Unit Purchase Price and to GSO Holdings ninety-seven percent (97.0%) of the quotient of the Preferred Unit KNOC Funding Amount divided by the Preferred Unit Purchase Price; provided, however, that if Intrepid does not elect to participate in such Final Debt Replacement Units then GSO Holdings shall have the rights set forth in Section 3.1(c)(i) of the Partnership Agreement.

(b) Notwithstanding anything to the contrary contained herein, but only if the KNOC Closing will occur in a Separate Closing, not less than thirteen (13) Business Days prior to the KNOC Closing that will occur in a Separate Closing, if such closing is to occur, SN shall notify GSO Holdings whether (i)(a) it intends to cause the Partnership to incur any Senior Debt at the KNOC Closing or (b) if the lenders to the Credit Facility have not achieved a “Successful Syndication” (as such term is defined in the Fee Letter) and the maximum size of the “Demand Facility” (as such term is defined in the Fee Letter) that may be requested by the lenders pursuant to a “Term Loan” (as such term is defined in the Fee Letter) (the “Final Non-Syndicated Debt”) or (ii) if the availability under the Credit Facility will be less than $100.0 million at the KNOC Closing (such shortfall, the “Final Availability Cushion”), and following delivery of such notification GSO Holdings may elect within seven (7) Business Days thereafter to, in its sole discretion by written notice provided to SN (any such election, a “Final Debt Replacement Election”), irrevocably commit in writing to purchase at the KNOC Closing an additional

number of Preferred Units equal to (i) to the extent applicable (a) all or part of the Senior Debt proposed to be incurred by the Partnership, and/or (b) all or a part of the Final Availability Cushion and/or (c) the Final Non-Syndicated Debt, divided by (ii) the Preferred Unit Purchase Price (such number of additional Preferred Units, the “Final Debt Replacement Units”). Following receipt of a timely Final Debt Replacement Election and in accordance with such election, at the KNOC Closing that will occur in a Separate Closing, (i) the Partnership shall not incur to the extent applicable (x) the portion of the proposed Senior Debt corresponding to the portion of the proposed Senior Debt to be funded by GSO Holdings as set forth in the Final Debt Replacement Election and/or (y) borrowings under the Credit Facility in an amount corresponding to the portion of the Final Availability Cushion to be funded by GSO Holdings as set forth in the Final Debt Replacement Election and/or (z) the Final Non-Syndicated Debt, (ii) GSO Holdings shall purchase on the day of the KNOC Closing that will occur in a Separate Closing, the Final Debt Replacement Units, (iii) the maximum number of Preferred Units authorized to be issued by the Partnership shall be increased on the day of the KNOC Closing that will occur in a Separate Closing, by the Final Debt Replacement Units, (iv) the Preferred Unit KNOC Funding Amount shall automatically be increased on the day of the KNOC Closing that will occur in a Separate Closing, by the product of (A) the Final Debt Replacement Units to be purchased by GSO Holdings at the KNOC Closing and (B) the Preferred Unit Purchase Price and (v) the number of Preferred Units to be issued at the KNOC Closing that will occur in a Separate Closing, to GSO Holdings shall be increased by the Final Debt Replacement Units. In addition, if there are Separate Closings, then at the KNOC Closing that will occur in a Separate Closing, if such closing occurs, SN shall pay to GSO Holdings a fee equal to the product of (a) two and one-half percent (2.5%) and (b) the product of (i) the Preferred Unit Purchase Price and (ii) the number of Final Debt Replacement Units actually purchased by GSO Holdings at the KNOC Closing. If GSO Holdings delivers to SN an Final Debt Replacement Election, it shall furnish a copy of same to Intrepid and Intrepid shall have the right, exercisable for five (5) Business Days after Intrepid’s receipt of the Final Debt Replacement Election, to elect to pay to the Partnership at the KNOC Closing by wire transfer of immediately available funds to an account designated by the Partnership an amount equal to three percent (3.0%) of the product of the Preferred Unit Purchase Price and the number of Final Debt Replacement Units and if Intrepid makes such contribution, the Partnership will issue to Intrepid at the KNOC Closing an additional number of Preferred Units equal to three percent (3.0%) of the number of Final Debt Replacement Units and to GSO Holdings ninety-seven percent (97.0%) of the number of Final Debt Replacement Units; provided, however, that if Intrepid does not elect to participate in such Final Debt Replacement Units then GSO Holdings shall have the rights set forth in Section 3.1(c)(i) of the Partnership Agreement.

(c) SN will, or will cause its Affiliates to, promptly provide GSO Holdings with copies of all notices provided to and received from KNOC regarding its response to the Sale Notice sent to KNOC by Anadarko on January 12, 2017. Additionally, SN will use commercially reasonable efforts to notify GSO Holdings within fifteen (15) days of the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing) if it anticipates that KNOC will exercise the KNOC Election. If KNOC makes the KNOC Election, SN will, or will cause its Affiliates to, keep GSO Holdings reasonably apprised of the expected KNOC Closing Date (whether in a Separate Closing or as part of a Dual Closing), and shall use their commercially reasonable efforts (based upon information available to them) (i) to notify GSO Holdings not later than thirteen (13) Business Days prior to the KNOC Closing Date (whether in a Separate Closing or as part of a Dual Closing), which notice may be combined with the notice provided in Section 2.01(d), provided that, any failure to so notify GSO Holdings shall not limit GSO Holding’s obligations hereunder, including with respect to funding the Preferred Unit KNOC Funding Amount at the KNOC Closing (whether in a Separate Closing or as part of a Dual Closing) and (ii) to deliver the Supplemental Closing Notice to GSO Holdings not later than thirteen (13) Business Days prior to the KNOC Closing Date, which Supplemental Closing Notice shall be prepared by SN.

Section 2.03 Closing.

(a) On the terms and subject to the conditions hereof, the consummation of the funding of each of the Preferred Unit Anadarko Funding Amount, Intrepid Contribution and the Common Unit Funding Amount shall take place on the Anadarko Closing Date (whether in a Separate Closing or as part of a Dual Closing) at the offices of Xxxxxxxx and Xxxxx LLP located at 000 Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000, at the same time as the “Closing” (as such term is defined in the APC/KM PSA).

(b) If the KNOC Election occurs, then on the terms and subject to the conditions hereof, the consummation of the funding of the Preferred Unit KNOC Funding Amount shall take place on the KNOC Closing Date (whether in a Separate Closing or as part of a Dual Closing) at the offices of Xxxxxxxx and Xxxxx LLP located at 000 Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000, at the same time as the closing under the KNOC PSA.

Section 2.04 Deliveries.

(a) Deliveries of SN Parties.

(i) On the Effective Date, SN shall deliver to the Purchasers counterparts of this Agreement, duly executed by the SN Parties;

(ii) On the date of the Original SPA, SN GP Member delivered to GSO Holdings and GSO Associates an executed copy of the limited liability company agreement of the General Partner, duly executed by the General Partner and SN GP Member;

(iii) On the date of the Original SPA, Common Unit Purchaser delivered to GSO Holdings and GSO Associates an executed copy of the agreement of limited partnership of the Partnership, duly executed by the General Partner and Common Unit Purchaser;

(iv) On the date of the Original SPA, SN delivered to GSO Holdings and GSO Associates a copy of the APC/KM PSA, duly executed by the parties thereto, including evidence that SN Maverick has paid the Deposit on behalf of SN Maverick and the Partnership;

(v) On the date of the Original SPA, SN delivered to GSO Holdings and GSO Associates a counterpart of (A) the SN Letter Agreement, duly executed by SN, SN Maverick and the Partnership, and (B) the Hydrocarbon Marketing Agreement, duly executed by SN Maverick and the Partnership;

(vi) On the date of the Original SPA, SN delivered to GSO Holdings and GSO Associates copies of the duly executed commitments for the Credit Facility and the fee letter with respect to the Credit Facility providing the market “flex” provisions applicable to the Senior Debt;

(vii) On the date of the Original SPA, SN delivered payment to GSO Holdings of the Commitment Fee; and

(viii) On the date of the Original SPA, SN delivered to GSO Holdings and GSO Associates a copy of the Sale Notice furnished to KNOC.

(b) Deliveries by Purchasers.

(i) On the Effective Date, the Purchasers shall each deliver a counterpart of this Agreement duly executed by each of the Purchasers to the SN Parties; and

(ii) On the date of the Original SPA, GSO Holdings delivered copies of each of the Equity Commitment Letters, duly executed by GSO or the GSO Funds, as applicable, to SN and the Partnership.

Section 2.05 Deliveries Upon Execution of KNOC PSA. Promptly following the execution of the KNOC PSA:

(a) SN will deliver or cause to be delivered to GSO Holdings a copy of the KNOC PSA (including all schedules, exhibits and annexes thereto), duly executed by the parties thereto; and

(b) GSO Holdings will deliver to SN an equity commitment letter in form and substance consistent in all material respects with the Equity Commitment Letter attached as Exhibit J-1 hereto with such changes as are appropriate to address (i) the commitment of the GSO Investors (as defined in such Equity Commitment Letter attached as Exhibit J-1 hereto) to fund to the Partnership the amount necessary for the Partnership to fund the Preferred Unit KNOC Funding Amount instead of the Preferred Unit Anadarko Funding Amount and (ii) in Section 2 of such equity commitment letter the conditions to the KNOC Closing instead of the Anadarko Closing as are addressed in Section 2 of the Equity Commitment Letter attached as Exhibit J-1 hereto; provided, that KNOC shall not be a third party beneficiary of such equity commitment letter unless specifically requested by KNOC.

Section 2.06 Deliveries Upon the Closings.

(a) Deliveries of SN - Anadarko Closing. At the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing), SN will deliver or cause to be delivered:

(i) a counterpart of the GP LLC Agreement, duly executed by the SN GP Member and the General Partner, to the Purchasers;

(ii) a counterpart of the Partnership Agreement, duly executed by the Common Unit Purchaser and the General Partner, to the Purchasers;

(iii) a counterpart of each of the Management Services Agreement which shall be duly executed by SOG and the Partnership, the Joint Development Agreement, duly executed by SN Maverick, Blackstone Newco and the Partnership, and the Drilling Commitment Agreement, duly executed by the parties thereto, to the Purchasers;

(iv) the GSO Registration Rights Agreement, duly executed by SN, to GSO Holdings;

(v) the GSO Allocated Shares and a counterpart of the GSO Warrant Agreement, duly executed by SN, to GSO Holdings (which in accordance with the direction of GSO Holdings will be issued to the GSO Funds, but delivered at the Anadarko Closing to GSO Holdings on behalf of the GSO Funds);

(vi) fully executed copies of the definitive agreements for the Credit Facility and, if applicable, Senior Debt, subject to Section 2.01(c), to GSO Holdings and GSO Associates;

(vii) payment by SN to GSO Holdings of the fee due in accordance with the final sentence of Section 2.01(c) in respect of the Initial Debt Replacement Units to be issued and sold to GSO Holdings at the Anadarko Closing, if any, by wire transfer of immediately available funds to an account specified by GSO Holdings not less than two (2) Business Days prior to the Anadarko Closing;

(viii) an opinion of (a) Xxxxxxxx & Xxxxx LLP, as counsel to SN addressing such matters set forth in substantially the same form attached hereto as Exhibit I-1 hereto and (b) Akin, Gump, Strauss, Xxxxx & Xxxx

LLP, as counsel to SN, addressing such matters set forth in substantially the same form attached hereto as Exhibit I-2, to GSO Holdings and GSO Associates;

(ix) a counterpart of the GSO Non-Solicitation Agreement, duly executed by SN and SOG

(x) the Intrepid Allocated Shares and a counterpart of the Intrepid Warrant Agreement, duly executed by SN, to Intrepid;

(xi) a counterpart of the Intrepid Non-Solicitation Agreement, duly executed by SN and SOG; and

(xii) a counterpart of the Intrepid Registration Rights Agreement, duly executed by SN, to Intrepid.

(b) Deliveries of Purchasers - Anadarko Closing. At the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing), the applicable Purchaser executing such document shall deliver to each SN Party, as applicable, the following:

(i) a counterpart of the GP LLC Agreement, duly executed by GSO Associates;

(ii) a counterpart of the Partnership Agreement, duly executed by GSO Holdings;

(iii) a counterpart of the GSO Warrant Agreement, duly executed by the GSO Funds;

(iv) a counterpart of the GSO Registration Rights Agreement, duly executed by the GSO Funds;

(v) a counterpart of the GSO Non-Solicitation Agreement; duly executed by GSO;

(vi) a counterpart of the Partnership Agreement, duly executed by Intrepid;

(vii) a counterpart of the Intrepid Warrant Agreement, duly executed by Intrepid;

(viii) a counterpart of the Intrepid Registration Rights Agreement, duly executed by Intrepid; and

(ix) a counterpart of the Intrepid Non-Solicitation Agreement; duly executed by GSO.

(i) SN shall deliver payment of the fee due in accordance with the final sentence of Section 2.02(b) in respect of the Final Debt Replacement Units to be issued and sold to GSO Holdings at the KNOC Closing that occurs in a Separate Closing, if any, by wire transfer of immediately available funds to an account specified by GSO Holdings not less than two (2) Business Days prior to the KNOC Closing.

(d) Delivery of Funds.

(i) At the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing), GSO Holdings shall deliver the Preferred Unit Anadarko Funding Amount to the Partnership by wire transfer of immediately available funds pursuant to Section 2.01(a);

(ii) At the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing), Intrepid shall deliver the Intrepid Contribution to the Partnership by wire transfer of immediately available funds pursuant to Section 2.01(a);

(iii) At the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing), the Common Unit Purchaser shall deliver the Common Unit Funding Amount to the Partnership by wire transfer of immediately available funds pursuant to Section 2.01(a);

(iv) At the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing), GSO Associates shall deliver to the General Partner such nominal amounts as set forth in the GP LLC Agreement pursuant to Section 2.01(b); and

(v) At the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing), the SN GP Member shall deliver to the General Partner such nominal amounts as set forth in the GP LLC Agreement pursuant to Section 2.01(b).

(vi) At the KNOC Closing (whether in a Separate Closing or as part of a Dual Closing), if applicable, GSO Holdings shall deliver the Preferred Unit KNOC Funding Amount, if any, to the Partnership by wire transfer of immediately available funds pursuant to Section 2.02(b).

Section 2.07 Conditions of GSO Associates’ and GSO Holdings’ Obligations at the Closing. The obligations of GSO Holdings and/or GSO Associates to wire funds at the Anadarko Closing pursuant to Section 2.06(d)(i) and Section 2.06(d)(iv) and, if applicable, the KNOC Closing pursuant to Section 2.06(d)(vi), and the obligations of GSO Holdings and GSO Associates to deliver the documents specified in Section 2.06(b), as applicable, are subject to the satisfaction (or waiver by GSO Holdings and GSO Associates) on or prior to the Anadarko Closing Date (whether in a Separate Closing or as part of a Dual Closing), and, as applicable, the KNOC Closing Date, of the following conditions:

(a) no statute, order, rule, decree or regulation has been entered by any Governmental Authority having jurisdiction over the parties hereto or the subject matter of this Agreement that restrains or prohibits the transactions contemplated by this Agreement and that remains in effect at the applicable Preferred Unit Closing and there shall not be pending any suit, action or proceeding by any Governmental Authority or other Person seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement;

(b) solely with respect to (i) the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing), the simultaneous “Closing” (as such term is defined in the APC/KM PSA) and (ii) the KNOC Closing (whether in a Separate Closing or as part of a Dual Closing), if applicable, the simultaneous consummation of the transactions contemplated by the KNOC PSA and the Anadarko Closing shall have occurred or in the case of a Dual Closing shall occur immediately before or concurrently with the KNOC Closing;

(c) solely with respect to the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing), the Partnership shall not have been assigned any interest under the Springfield Gathering Agreements, and SN and Anadarko shall have executed and delivered at the Anadarko Closing the Marketing Transition Services Agreement (as such term is defined in the APC/KM PSA) in accordance with the APC/KM PSA;

(d) all of (i) the Fundamental Representations of SN contained in Article III and Article V of this Agreement shall be true and correct at and as of each of the Anadarko Closing Date and KNOC Closing Date, as applicable, (other than representations and warranties as of an earlier specified date, which representations and warranties shall be true and correct at and as of such date), (ii) the representations and warranties of SN contained in Sections 3.08, 3.14 and 5.13 shall be true and correct in all material respects at and as of each of the Anadarko

Closing Date and KNOC Closing Date, and (iii) all of the other representations and warranties of SN contained in Article III and Article V of this Agreement not specified in clauses (i) or (ii) of this Section 2.07(d), excluding for purposes of this determination any qualification in such representations or warranties of materiality or material adverse effect therein (other than representations and warranties as of an earlier specified date, which representations and warranties shall be true and correct at and as of such date) shall be true and correct at and as of each of the Anadarko Closing Date and the KNOC Closing Date, as applicable, except where the failure of any such representations and warranties to be true and correct has not had, and is not reasonably likely to have, individually or in the aggregate, a material and adverse effect on the General Partner and the Partnership considered as a whole, or GSO Holdings;

(e) solely with respect to the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing), the simultaneous funding by the Common Unit Purchaser of the Common Unit Funding Amount;

(f) solely with respect to the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing), the closings of the Credit Facility and, if applicable, the Senior Debt shall have occurred or shall occur simultaneous with such Anadarko Closing, and the Partnership shall have unused availability under the Credit Facility of not less than $100.0 million, provided that, if a KNOC Election is not made or the KNOC Closing will not occur in a Dual Closing, the Partnership shall have unused availability under the Credit Facility of not less than $65.0 million, in each case subject to Section 2.01(c);

(g) solely with respect to the KNOC Closing (whether in a Separate Closing or as part of a Dual Closing), the Partnership shall have unused availability under the Credit Facility of not less than $100.0 million;

(h) each of the SN Parties shall have performed in all material respects all of the covenants required to be performed by it hereunder at or prior to each of the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing) and the KNOC Closing (whether in a Separate Closing or as part of a Dual Closing), as applicable;

(i) solely with respect to the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing), if GSO Holdings together with any of its Affiliates is or would become an Acquiring Person (as defined in the SN Rights Plan) as of such Anadarko Closing (taking into account all SN Common Stock issuable upon exercise of the Warrants and any warrants issued to any Affiliate of GSO Holdings), then the Board of Directors shall have taken all actions necessary to cause the SN Rights Plan to be amended, in a form reasonably acceptable to SN and GSO Holdings, to provide that none of GSO Holdings or any of its Affiliates shall be deemed an Acquiring Person, by designating such Persons as an Exempt Person (as defined in the SN Rights Plan) or otherwise; provided, however, that SN shall be entitled to (i) place a limitation on the maximum percentage of shares beneficially owned (as defined in the SN Rights Plan) by GSO Holdings and any of its Affiliates so long as such limitation is a higher ownership percentage than is represented by the Allocated GSO Shares and Warrants issuable at the Anadarko Closing to GSO Holdings and/or the GSO Funds and/or their Affiliates (including, without limitation, warrants to purchase Allocated GSO Shares issued to Affiliates of GSO Holdings and/or the GSO Funds), including for the avoidance of doubt the shares of SN Common Stock for which the Warrants (and such warrants issued to any such Affiliate) may be exercisable by GSO Holdings and/or the GSO Funds and/or their Affiliates after the Anadarko Closing (provided, that SN will place separate percentage limits on Affiliates associated with Blackstone, on the one hand, and Affiliates associated with GSO, on the other hand) and (ii) provide in such amendment that, (x) at such time as GSO Holdings together with any of its Affiliates no longer Beneficially Owns 4.9% or more of the SN Common Stock (provided, that SN will place separate percentage limits on Affiliates associated with Blackstone, on the one hand, and Affiliates associated with GSO, on the other hand), then such Person may no longer be an Exempt Person and/or may be an Acquiring Person thereafter, and (y) Persons not subject to or bound by the GSO Voting Agreement (or substantially similar

agreement with SN) shall not be entitled to the benefits of the exemptions provided for in such amendment. As used in this clause (h) “Affiliates” has the meaning ascribed to such term in the SN Rights Plan; provided, further, that in no event will the amendment to the SN Rights Plan be structured to prohibit such Exempt Persons from maintaining their respective then-current percentage ownership in SN or from exercising Rights to acquire Allocated GSO Shares to maintain their then-current respective percentage interests;

(j) solely with respect to the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing), the Board of Directors of SN shall have reserved for issuance a number of shares of SN Common Stock equal to the number of shares issuable upon exercise of the GSO Warrants;

(k) neither the General Partner nor the Partnership shall be, and shall not be required to become, a guarantor or a Restricted Subsidiary under any credit agreement, indenture or other loan agreement or other material agreement relating to indebtedness of, or guaranteed by, SN or any of its Subsidiaries (other than the General Partner and the Partnership); and

(l) solely with respect to the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing), the GSO Allocated Shares and the SN Common Stock subject to issuance upon the exercise of the GSO Warrants shall be approved for listing on the NYSE, subject to the official notice of issuance.

Section 2.08 Conditions of the Common Unit Purchaser’s Obligations at Committed Closing. The obligation of the Common Unit Purchaser and SN GP Member to wire funds at the Anadarko Closing pursuant to Section 2.06(d)(iii) and Section 2.06(d)(v), and the obligation of SN to deliver, or cause to be delivered, (a) those Anadarko Closing deliverables set forth in Section 2.06(a) is subject to the satisfaction (or waiver by the SN Parties) on or prior to the Anadarko Closing Date and (b) the KNOC Closing deliverables set forth in Section 2.06(c) is subject to the satisfaction (or waiver by the SN Parties) on or prior to the KNOC Closing Date, of the following conditions:

(c) all of the Fundamental Representations of the Preferred Unit Purchasers contained in this Agreement shall be true and correct at and as of each of the Anadarko Closing Date and KNOC Closing Date, as applicable, (other than representations and warranties as of an earlier specified date, which representations and warranties shall be true and correct on and as of such date) and all of the other representations and warranties of the Preferred Unit Purchasers contained in Article IV of this Agreement excluding for purposes of this determination any qualification in such representations or warranties of materiality or material adverse effect therein shall be true and correct at and as of each of the Anadarko Closing Date and KNOC Closing Date, as applicable, (other than representations and warranties as of an earlier specified date, which representations and warranties shall be true and correct at and as of such date) except where the failure of any such representation has not had, and is not reasonably like to have, individually and in the aggregate, a material and adverse effect on the General Partner and the Partnership considered as a whole, or the Common Unit Purchaser;

(d) solely with respect to (i) the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing), the simultaneous funding of the Preferred Unit Anadarko Funding Amount and (ii) the KNOC Closing (whether in a Separate Closing or as part of a Dual Closing), the simultaneous funding of the Preferred Unit KNOC Funding Amount; and

(e) each of GSO Associates and GSO Holdings shall have performed in all material respects all of the covenants required to be performed by them hereunder at or prior to each of the Anadarko Closing Date and KNOC Closing Date.

Section 2.09 Conditions of Intrepid’s Obligations at the Closing. The obligations of Intrepid to wire funds at the Anadarko Closing pursuant to Section 2.06(d)(ii) and the obligations of Intrepid to deliver the documents specified in Section 2.06(b), as applicable, are subject solely to the simultaneous funding of the Preferred Unit Anadarko Funding Amount at the Anadarko Closing.

Section 2.10 Nature of Obligations. The obligations hereunder of GSO Holdings and GSO Associates, on the one hand, and Intrepid, on the other hand, are several and not joint. For the avoidance of doubt and notwithstanding anything to the contrary herein, the obligation of GSO Holdings to contribute the Preferred Unit Anadarko Funding Amount in accordance with Section 2.01(a) and to perform its other obligations hereunder and under the Equity Commitment Letters are not conditioned by or subject to in any manner (and the Preferred Unit GSO Commitment Amount shall not be subject to reduction) any termination of this Agreement with respect to Intrepid, Intrepid’s failure to contribute the Intrepid Contribution in accordance with Section 2.01(a) or Intrepid otherwise failing to perform its other obligations hereunder.

Section 2.11 Further Assurances. From time to time after the date hereof, without further consideration, each of SN, SN GP Member, the General Partner, the Partnership, the Common Unit Purchaser and the Purchasers shall use their reasonable best efforts to take, or cause to be taken, all actions necessary or appropriate to consummate the transactions contemplated by this Agreement and the other Basic Documents.

Section 2.12 UCC Filings After January 12, 2017 . The parties hereto acknowledge that on January 12, 2017, SN caused filings on UCC Form 1s to be filed on behalf of the Partnership in the States of Delaware and Texas and in such other locations as were directed by GSO Holdings with respect to the Liens and security interests of the Partnership under the Hydrocarbons Marketing Agreement to secure payments that become due to the Partnership thereunder.

ARTICLE III
REPRESENTATIONS AND WARRANTIES
RELATED TO THE GENERAL PARTNER AND THE PARTNERSHIP

Section 3.01 Existence and Power.

(a) The General Partner has been duly formed and is validly existing as a limited liability company in good standing under the Laws of the State of Delaware, has the full limited liability company power and authority to own or lease its properties and assets and to conduct its business, and is duly registered or qualified as a foreign limited liability company, as the case may be, for the transaction of business under the Laws of each jurisdiction in which the character of the business conducted by it or the nature or location of the properties owned or leased by it makes such registration or qualification necessary, except where the failure to be so

qualified, in good standing or have such power or authority would not, individually or in the aggregate, have a material adverse effect on the General Partner. All limited liability company action required to be taken by the General Partner for the execution and delivery of this Agreement and the other Basic Documents to which it is or will be a party and the consummation of the transactions contemplated hereby and thereby have been, or prior to the applicable Preferred Unit Closing shall have been, duly and validly taken. Upon the execution and delivery of the GP LLC Agreement by the parties thereto, the General Partner will have all requisite power and authority to issue, sell and deliver the Class A Common Interests and the Class B Common Interests, in accordance with and upon the terms set forth in this Agreement and the GP LLC Agreement.

(b) The Partnership has been duly formed and is validly existing as a limited partnership under the Laws of the jurisdiction of the State of Delaware, has the full limited partnership power and authority to own or lease its properties and assets and to conduct its business, and is duly registered or qualified as a foreign limited partnership, as the case may be, for the transaction of business under the Laws of each jurisdiction in which the character of the business conducted by it or the nature or location of the properties owned or leased by it makes such registration or qualification necessary, except where the failure to be so qualified, in good standing or have such power or authority would not, individually or in the aggregate, have a material adverse effect on the Partnership. All limited partnership action required to be taken by the Partnership for the execution and delivery by the Partnership of this Agreement and the other Basic Documents to which it is or will be a party and the consummation of the transactions contemplated hereby and thereby have been, or prior to the applicable Preferred Unit Closing shall have been, duly and validly taken. Upon execution of the Partnership Agreement, the Partnership will have all requisite power and authority to issue, sell and deliver the non-economic general partner interest, the Common Units to be issued to the Common Units Purchaser in accordance with Section 2.01(a) and the Preferred Units to be issued to the Preferred Unit Purchasers in accordance with Section 2.01(a) and Section 2.02(a).

Section 3.02 Authority; Enforceability.

(a) The limited liability company agreement of the General Partner and agreement of limited partnership of the Partnership, each as of the Effective Date, have been duly authorized, executed and delivered by (i) in the case of the General Partner, SN GP Member and (ii) in the case of the Partnership, by Common Unit Purchaser and the General Partner, and constitute valid and legally binding agreements, enforceable in accordance with their respective terms, except as the enforceability of such agreements may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(b) Each of the Basic Documents to which the General Partner or the Partnership is or will be a party have been duly and validly authorized and executed, or when executed shall be duly and validly authorized and executed by each of the General Partner or the Partnership, as the case may be, and constitutes, or will when executed constitute, the legal, valid and binding obligations of each of the General Partner or the Partnership that is a party thereto, as the case may be, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Section 3.03 Capitalization; Issuance of Units.

(a) As of the Effective Date:

(i) The General Partner’s authorized Equity Interests consist of 100 Common Units which membership interests have been duly authorized and validly issued in accordance with the governing documents of the General Partner and applicable Law; and

(ii) The Partnership’s authorized Equity Interests consist solely of (A) a non-economic general partner interest held by the General Partner and (B) 100 common limited partner interests held by Common Unit Purchaser, which partnership interests have been duly authorized and validly issued in accordance with the governing documents of the Partnership and applicable Law.

(b) Immediately following the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing), after giving effect to the execution of the GP LLC Agreement and the Partnership Agreement by the parties thereto:

(i) The outstanding Equity Interests of the General Partner, shall consist of the 99 Class A Common Interests issued to SN GP Member and 1 Class B Common Interest issued to GSO Associates, which membership interests, when issued, will have been duly authorized and validly issued in accordance with the GP LLC Agreement and applicable Law, will be free of any and all Liens and restrictions on transfer, other than restrictions on transfer under the GP LLC Agreement under or applicable state and federal securities Laws and will be fully paid and non-assessable (except as such non-assessability may be affected by Sections 18-607 and 18-804 of the Delaware Act); and

(ii) The outstanding Equity Interests of the Partnership, shall consist of (A) the non-economic general partner interest held by the General Partner, (B) the Common Units issued to the Common Unit Purchaser pursuant to Section 2.01(a) and (C) the Preferred Units issued to the Preferred Unit Purchasers pursuant to Section 2.01(a), subject to increase in accordance with Section 2.01(c), which Equity Interests will be duly authorized and validly issued in accordance with the Partnership Agreement and applicable Law, free and clear of any and all Liens and restrictions on transfer, other than restrictions on transfer under the Partnership Agreement or under applicable state and federal securities Laws, fully paid and the Common Units and Preferred Units will be non-assessable (except as such non-assessability may be affected by Sections 17-303, 17-607 and 17-804 of DRULPA).

(i) The outstanding Equity Interests of the Partnership, shall consist of (A) the non-economic general partner interest held by the General Partner, (B) the Common Units issued to the Common Unit Purchaser pursuant to Section 2.01(a) and (C) the Preferred Units issued to the Preferred Unit Purchasers pursuant to Section 2.01(a) and Section 2.02(a), subject to increase in accordance with Section 2.01(c) and, if the KNOC Closing occurs in a Separate Closing, Section 2.02(b), respectively, which partnership interests will be duly authorized and validly issued in accordance with the Partnership Agreement and applicable Law, free and clear of any and all Liens and restrictions on transfer, other than restrictions on transfer under the Partnership Agreement or under applicable state and federal securities Laws, fully paid and the Common Units and Preferred Units will be non-assessable (except as such non-assessability may be affected by Sections 17-303, 17-607 and 17-804 of DRULPA).

(d) Except as set forth in this Agreement or (i) with respect to the General Partner, the GP LLC Agreement or (ii) with respect to the Partnership, the Partnership Agreement, there are no Persons entitled to preemptive, statutory or other similar contractual rights to subscribe for any Class A Common Interests, Class B Common Interests, any general partner interest of the Partnership, Common Units, Preferred Units or any other Equity Interests of either the General Partner or the Partnership.

(e) Except for the Class A Common Interests, the Class B Common Interest, the non-economic interest of the General Partner, the Common Units and the Preferred Units to be issued pursuant to this Agreement, there are no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, membership interest, general partner interest, limited partner interest or any other ownership interests in the General Partner or the Partnership, as applicable.

Section 3.04 Subsidiaries of the General Partner and the Partnership. Except for its non-economic general partnership interest in the Partnership, the General Partner does not have any Subsidiary and does not own, directly or indirectly, any Equity Interests in any other Person. The Partnership does not have any Subsidiaries and does not own, directly or indirectly, any Equity Interests in any other Person.

Section 3.05 Litigation. As of the Effective Date, there are no, and as of the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing) and, if occurring, the KNOC Closing (whether in a Separate Closing or as part of a Dual Closing), there will not be any, legal or governmental proceedings pending to which the General Partner or the Partnership is a party or to which any property or asset of the General Partner or the Partnership is subject or which challenges the validity of any of the Basic Documents or the right of the General Partner or the Partnership to enter into any of the Basic Documents to which it is a party or to consummate the transactions contemplated hereby or thereby and, to the Knowledge of SN, no such proceedings are threatened by any Governmental Authorities or others.

Section 3.06 No Conflicts. None of (a) the offering, issuance and sale by (i) the General Partner of the Class A Common Interests or Class B Common Interests or (ii) the Partnership of the non-economic general partners interest, the Common Units or the Preferred Units, and, in each case, the application of the proceeds therefrom, (b) the execution, delivery and performance by the General Partner or the Partnership of the Basic Documents to which it is or will be a party, or (c) the consummation of the transactions contemplated hereby or thereby (i) constitutes or will constitute a violation of the other organizational documents of the General Partner or the Partnership, (ii) constitutes or will constitute a breach or violation of, or a default (or an event which, with notice or lapse of time or both, would constitute such a default) under, any Contract to which the General Partner or the Partnership is a party or by which any of them or any of their respective properties may be bound or (iii) violates or will violate any statute, Law, Permit or regulation or any order, judgment, decree or injunction of any court or Governmental Authority or body having jurisdiction over the General Partner or the Partnership or any of their respective properties in a proceeding to which any of them or their property is or was a party, except, in cases of clauses (ii) and (iii) above, for any such conflict, breach, violation or default that would not, individually or in the aggregate, have a material adverse effect on the Partnership and the General Partner, taken as a whole.

Section 3.07 Approvals. Except as set forth on Schedule 3.07, no authorization, consent, approval, waiver, license, qualification or written exemption from, nor any filing, declaration, qualification or registration with, any Governmental Authority or any other Person is required in connection with (a) the execution, delivery or performance by any of the General Partner or the Partnership of any of the Basic Documents, (b) the General Partner’s issuance at the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing) and sale of the Class A Common Interests or Class B Common Interests, or (c) the Partnership’s issuance at (i) the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing) of the non-economic general partner interest and the Common Units to be issued to the Common Unit Purchaser pursuant to Section 2.01(a) (ii) the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing) and, if occurring the KNOC Closing (whether in a Separate Closing or as part of a Dual Closing), of the Preferred Units to be issued to the Preferred Unit Purchasers pursuant to Section 2.01(a) and, if applicable, Section 2.02(a).

Section 3.08 No Liabilities. Except (i) as arising under this Agreement, the APC/KM PSA or, if entered into, the KNOC PSA, (ii) as set forth on Schedule 3.08 and (iii) for obligations of the General Partner and the

Partnership arising under any document contemplated (x) hereby, (y) in the APC/KM PSA or (z) if entered into, the KNOC PSA, to be entered into by the Partnership at or prior to the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing), as of the Effective Date and as of the time immediately prior to the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing) or, if the KNOC PSA is entered into, immediately prior to the KNOC Closing (whether in a Separate Closing or as part of a Dual Closing), neither the General Partner or the Partnership is or will be subject to any liabilities or obligations of any nature (whether known or unknown and whether absolute, accrued, contingent or otherwise) nor has conducted any business other than in connection with the foregoing.

Section 3.09 Investment Company Status. Neither the General Partners nor the Partnership is, and upon the issuance and sale of the Class A Common Interests, the Class B Common Interests, the non-economic general partner interest, the Common Units and the Preferred Units as herein contemplated and the application of the net proceeds therefrom, neither the General Partner nor the Partnership will be, an “investment company” or an entity “controlled” by an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended, and the rules and regulations of the SEC promulgated thereunder.

Section 3.10 No Registration Required. Assuming the accuracy of the representations and warranties of the Purchasers contained in this Agreement and their compliance with the agreements set forth in this Agreement, the sale and issuance at the Closing of the Class A Common Interests, the Class B Common Interests, the non-economic general partner interests, the Common Units and the Preferred Units pursuant to this Agreement is exempt from the registration requirements of the Securities Act, and neither the General Partner nor the Partnership nor, to the Knowledge of SN, any authorized representative acting on behalf of the General Partner or the Partnership has taken or will take any action hereafter that would cause the loss of such exemption.

Section 3.11 Certain Fees. Except for fees payable to X.X. Xxxxxx, Citi and the other lenders in respect of the Credit Facility or Senior Debt that have been disclosed in writing to GSO Holdings prior to the Effective Date and pursuant to the terms of the Fee Letter, no fees or commissions are or will be payable by the General Partner or the Partnership, and each of the Preferred Unit Purchasers and their Affiliates shall not be subject to any liability or other obligation with respect, to brokers, finders or investment bankers in connection with or relating to the issuance of the Class A Common Interests, the Class B Common Interests, the non-economic general partner interests, the Common Units, the Preferred Units, the Initial Debt Replacement Units, the Final Debt Replacement Units, the GSO Allocated Shares, the Intrepid Allocated Shares, the Warrants, the issuance of SN Common Stock upon exercise of the Warrants or the consummation of the transactions contemplated by this Agreement; provided that, SN shall pay for any fees payable to X.X. Xxxxxx, Citi and the other lenders that are not provided for pursuant to the Fee Letter.

Section 3.12 No Integration. Neither the General Partner nor the Partnership has, directly or indirectly through any representative, made any offers or sales of any security or solicited any offers to buy any security that is or will be integrated with the issuance and sale of the Class A Common Interests, the Class B Common Interests, the non-economic general partner interests, the Common Units or the Preferred Units in a manner that would require the offer and sale of any of the Class A Common Interests, Class B Common Interests, the non-economic general partner interests, Common Units or Preferred Units to be registered under the Securities Act.

Section 3.13 No Restrictions on Dividends. Neither the General Partner nor the Partnership is a party to or otherwise subject to or bound by any instrument or agreement that limits or prohibits or could limit or prohibit, directly or indirectly, the General Partner or the Partnership from (a) redeeming the Preferred Units pursuant to their terms or (b) paying any dividends or making other distributions on the Preferred Units that may be issued, except as may be set forth in the GP LLC Agreement, the Partnership Agreement, the Credit Facility or any documents relating to the Senior Debt, if applicable.

Section 3.14 Springfield Gathering. At the Closing and assuming the “Closing” (as such term is defined in the APC/KM PSA) has occurred, the Partnership shall not have been assigned any interest under the Springfield Gathering Agreements, and SN and Anadarko shall have executed and delivered at the Anadarko Closing the Marketing Transition Services Agreement (as such term is defined in the APC/KM PSA) in accordance with the APC/KM PSA.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF
THE PREFERRED UNIT PURCHASERS

Except as otherwise expressly limited to a specific date herein, as of the Effective Date, the Anadarko Closing Date, and if the KNOC Closing (whether in a Separate Closing or as part of a Dual Closing) occurs, the KNOC Closing Date, GSO Holdings (severally and not jointly with Intrepid) represents and warrants to the SN Parties with respect to representations and warranties related to GSO Associates, GSO Holdings and the GSO Funds, and Intrepid (severally and not jointly with GSO Holdings and GSO Associates) represents and warrants to the SN Parties with respect to representations and warrants related to Intrepid, as follows:

Section 4.01 Existence. GSO Associates is duly organized and validly existing as a limited liability company and in good standing under the Laws of its state of formation, with all necessary power and authority to own properties and to conduct its business as currently conducted. GSO Holdings is duly organized and validly existing as a limited partnership and in good standing under the Laws of its state of formation, with all necessary power and authority to own properties and to conduct its business as currently conducted. Each of the GSO Funds is duly organized as a limited partnership and in good standing under the Laws of its state of formation, with all necessary power and authority to own properties and to conduct its business as currently conducted. Intrepid is duly organized and validly existing as a limited liability company and in good standing under the Laws of its state of formation, with all necessary power and authority to own properties and to conduct its business as currently conducted.

Section 4.02 Authorization, Enforceability. GSO Associates and Intrepid have all necessary limited liability company, and GSO Holdings and the GSO Funds have all necessary limited partnership legal power and authority to enter into, deliver and perform its obligations (if any) under the Basic Documents to which it is or will be a party. The execution, delivery and performance by such Purchaser and the GSO Funds of the Basic Documents to which it is or will be a party and the consummation by it of the transactions contemplated hereby and thereby have been or, when executed, will be duly and validly authorized by all necessary legal action of such Purchaser and the GSO Funds, and no further consent or authorization of such Purchaser or the GSO Funds is required. The Basic Documents to which such Purchaser or the GSO Funds is or will be a party have been or, prior to the Closing, will be duly executed and delivered by such Purchaser or the GSO Funds, as the case may be, and constitute or, when executed, will constitute legal, valid and binding obligations of such Purchaser or the GSO Funds, as the case may be; except as, the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity and except as the rights to indemnification may be limited by applicable Law (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Section 4.03 No Breach. None of the execution, delivery or performance by such Purchaser or the GSO Funds of the Basic Documents to which it is, or prior to the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing) or, as applicable, the KNOC Closing (whether in a Separate Closing or as part of a Dual Closing), will be a party or the consummation by such Purchaser or the GSO Funds of the transactions contemplated hereby or thereby will (a) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any material agreement to which such Purchaser is a party or by

which such Purchaser or the GSO Funds are bound or to which any of the property or assets of such Purchaser or the GSO Funds is subject, (b) conflict with or result in any violation of the provisions of the organizational documents of each such Purchaser, or (c) violate any statute, order, rule or regulation of any court or Governmental Authority or body having jurisdiction over each such Purchaser or the GSO Funds or the property or assets of each such Purchaser or the GSO Funds, except in the case of clauses (a) and (c), for such conflicts, breaches, violations or defaults as would not prevent the consummation of the transactions contemplated by the Basic Documents to which each Purchaser or the GSO Funds, as the case may be, is or, prior to the Anadarko Closing and if applicable, the KNOC Closing, will be a party.

Section 4.04 Approvals. Except as set forth on Schedule 4.04, no authorization, consent, approval, waiver, license, qualification or written exemption from, nor any filing, declaration, qualification or registration with, any Governmental Authority or any other Person is required in connection with the execution, delivery or performance by such Purchaser or the GSO Funds of any of the Basic Documents.

Section 4.05 Certain Fees. No fees or commissions are or will be payable by such Purchaser or the GSO Funds to brokers, finders or investment bankers with respect to the purchase by GSO Associates of the Class B Common Interest or the purchase of any of the Purchased Preferred Units by GSO Holdings and Intrepid, respectively, the issuance to the GSO Funds of the GSO Allocated Shares and GSO Warrants, the issuance to Intrepid of the Intrepid Allocated Shares and Intrepid Warrants or the consummation of the transactions contemplated by this Agreement, in each case, for which an SN Party may be liable.

Section 4.06 Restricted Securities. Except for possible permitted transfers subject to the terms of (a) in the case of Class B Common Interest, the GP LLC Agreement or (b) in the case of the Purchased Preferred Units, the Partnership Agreement, GSO Associates is acquiring the Class B Common Interest, such Preferred Unit Purchaser is acquiring its respective Purchased Preferred Units (as issued and delivered to GSO Holdings and Intrepid, respectively, pursuant to Section 2.01(a)), the GSO Funds are acquiring the GSO Allocated Shares and the GSO Warrants, and any SN Common Stock acquired upon exercise of the GSO Warrants, and Intrepid is acquiring the Intrepid Allocated Shares and the Intrepid Warrants, and any SN Common Stock acquired upon exercise of the Intrepid Warrants, for its own account, for the purpose of investment only and not with a view to, or for sale in connection with, any distribution thereof in violation of applicable securities Laws. Such Purchaser and the GSO Funds has such knowledge, sophistication and experience in financial and business matters so as to be capable of evaluating the merits and risks of its proposed investment in (a) in the case of GSO Associates, the Class B Common Interest, (b) in the case of the Preferred Unit Purchasers, each such Preferred Unit Purchaser’s investment in its respective Purchased Preferred Units, (c) in the case of the GSO Funds, the GSO Allocated Shares, the GSO Warrants and any SN Common Stock issued upon exercise of the GSO Warrants and (d) in the case of Intrepid, the Intrepid Allocated Shares, the Intrepid Warrants and any SN Common Stock issued upon exercise of the Intrepid Warrants and is capable of bearing the economic risk of such investment. Such Purchaser and each GSO Fund is an “accredited investor” as that term is defined in Rule 501 of Regulation D (without regard to Rule 501(a)(4)) promulgated under the Securities Act. Such Purchaser and each of the GSO Funds acknowledges and understands as applied to such party that the acquisition by (a) GSO Associates of the Class B Common Interest, (b) GSO Holdings and Intrepid of their respective portion of the Purchased Preferred Units, (c) the GSO Funds of the GSO Allocated Shares and the GSO Warrants and (d) Intrepid of the Intrepid Allocated Shares and the Intrepid Warrants has not been, and prior to the Closing will not be, and any SN Common Stock acquired upon exercise of the GSO Warrants or Intrepid Warrants, as applicable, will not be, registered under the Securities Act in each case in reliance on an exemption therefrom and that each of SN, the General Partner and the Partnership is relying upon the truth and accuracy of, and such Purchaser’s and the GSO Funds’ compliance with, the representations, warranties, agreements, acknowledgments and understandings of each of the Purchasers and the GSO Funds set forth herein in order to determine the availability of such exemptions and the eligibility of GSO Associates to acquire the Class B Common Interest, the Preferred Unit Purchasers to acquire their respective portion of the Purchased Preferred Units, the GSO Funds to acquire the

GSO Allocated Shares, the GSO Warrants and any SN Common Stock acquired upon exercise of the GSO Warrants, and Intrepid to acquire the Intrepid Allocated Shares, the Intrepid Warrants and any SN Common Stock acquired upon exercise of the Intrepid Warrants and the Class B Common Interest, the Purchased Preferred Units, the GSO Allocated Shares, the Intrepid Allocated Shares the GSO Warrants, the Intrepid Warrants and any SN Common Stock acquired upon exercise of the GSO Warrants or Intrepid Warrants will, upon such acquisition, be characterized as “restricted securities” under state and federal securities Laws. Such Purchaser and each of the GSO Funds further acknowledge and understand, as to the equity interests being acquired by it, that (x) none of the Class B Common Interest, the Purchased Preferred Units, the GSO Allocated Shares, the Intrepid Allocated Shares, the GSO Warrants, the Intrepid Warrants, and any SN Common Stock acquired upon exercise of the GSO Warrants or Intrepid Warrants may be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of except pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in compliance with other applicable state and federal securities Laws and (y) when issued at the Closing, the Class B Common Interest, the Purchased Preferred Units, the GSO Allocated Shares, the Intrepid Allocated Shares, the GSO Warrants, the Intrepid Warrants and when issued upon exercise of the GSO Warrants or Intrepid Warrants, any SN Common Stock so issued, will bear a legend substantially as set forth below:

“These securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction. These securities may not be sold or offered for sale, pledged or hypothecated except pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from registration thereunder, in each case in accordance with all applicable securities laws of the states or other jurisdictions, and in the case of a transaction exempt from registration, such securities may only be transferred if the transfer agent for such securities has receive documentation satisfactory to it that such transaction does not require registration under the Securities Act.”

Section 4.07 Financing.

(a) At the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing) and, if applicable, the KNOC Closing (whether in a Separate Closing or as part of a Dual Closing), GSO Holdings will have all funds necessary for its payment of up to the Preferred Unit Anadarko Funding Amount at the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing) and the Preferred Unit KNOC Funding Amount at the KNOC Closing (whether in a Separate Closing or as part of a Dual Closing), in each case in accordance with this Agreement, and for all other actions necessary for GSO Associates and GSO Holdings to consummate the transactions contemplated in this Agreement and to perform its obligations hereunder. At the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing), Intrepid will have all funds necessary for its payment of the Intrepid Contribution at the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing) in accordance with this Agreement, and for all other actions necessary for Intrepid to consummate the transactions contemplated in this Agreement and to perform its obligations hereunder. Each of the Purchasers understands that its obligations to consummate the transactions contemplated by this Agreement (including the payment of all amounts when due) are not subject to the availability to the Purchasers or Intrepid of any financing or funding.

(b) On January 12, 2017, GSO Holdings delivered to SN and the Partnership a true, complete and correct copy of each of the executed Equity Commitment Letters pursuant to which the applicable investor party or parties thereto has or have committed, on the terms and subject to the conditions set forth therein, to invest in GSO Holdings the cash amount set forth therein.

(i) Neither of the Equity Commitment Letters has been modified or amended and no modification or amendment is contemplated, and the commitment thereunder has not been terminated, reduced, withdrawn or rescinded in any respect and no such termination, reduction, withdrawal or recession is contemplated. There are no side letters or other Contracts or arrangements related to the funding therein that contradicts or reduces the obligations of the Affiliates of GSO thereunder to perform subject to the conditions and on the terms set forth therein. Each of the Equity Commitment Letters is in full force and effect and is the legal, valid, binding and enforceable obligations of GSO Holdings and each of the other parties thereto, as the case may be. There are no conditions precedent or other contingencies related to the funding of the full amount (or any portion) except as set forth in the Equity Commitment Letters and this Agreement. No event has occurred which, with or without notice, lapse of time or both, could reasonably be expected to constitute a default or breach on the part of GSO Holdings or any other party thereto under either of the Equity Commitment Letters. GSO Holdings has not incurred any obligation, commitment, restriction or other liability of any kind, and is not contemplating or aware of any obligation, commitment, restriction or other liability of any kind, in either case which would impair or adversely affect such resources, funds or capabilities. The Equity Commitment Letters designate SN as an intended third party beneficiary thereof who may enforce the rights of GSO Holdings pursuant to such Equity Commitment Letter as if each SN was a party thereto. All commitments and other fees, if any, required to be paid under the Equity Commitment Letters prior to the Effective Date have been paid in full.

ARTICLE V
REPRESENTATIONS AND WARRANTIES OF SN

Except as otherwise expressly limited to a specific date herein, as of the Effective Date, the Anadarko Closing Date, and if the KNOC Closing (whether in a Separate Closing or as part of a Dual Closing) occurs, the KNOC Closing Date, SN represents and warrants to the Partnership, the General Partner and each of the Purchasers as follows:

Section 5.01 Existence.

(a) SN is duly organized and validly existing as a corporation and in good standing under the Laws of its state of formation, with all necessary power and authority to own, lease and operate its properties and to conduct its business as currently conducted, and is duly registered or qualified as a foreign corporation, as the case may be, for the transaction of business under the Laws of each jurisdiction in which the character of the business conducted by it or the nature or location of the properties owned or leased by it makes such registration or qualification necessary, except where the failure to be so qualified, in good standing or have such power or authority would not, individually or in the aggregate, have a material adverse effect on SN. SN has all requisite corporate power and authority to execute and deliver this Agreement and the other Basic Documents to which it is or will be a party and to perform its obligations hereunder and thereunder.

(b) SN GP Member is duly organized and validly existing as a limited liability company and in good standing under the Laws of its state of formation, with all necessary power and authority to own properties and to conduct its business as currently conducted.

(c) Common Unit Purchaser is duly organized and validly existing as a limited liability company and in good standing under the Laws of its state of formation, with all necessary power and authority to own properties and to conduct its business as currently conducted.

Section 5.02 Authorization, Enforceability. Each of SN, SN GP Member and Common Unit Purchaser has all necessary legal power and authority to enter into, deliver and perform its obligations under the Basic Documents to which it is or will be a party. The execution, delivery and performance by SN, SN GP Member and Common Unit Purchaser of the Basic Documents and the consummation by it of the transactions

contemplated hereby and thereby have been or, when executed, will be duly and validly authorized by all necessary legal action, and no further consent or authorization of SN, SN GP Member or Common Unit Purchaser is required. The Basic Documents to which SN, SN GP Member or Common Unit Purchaser, as the case may be, is or will be a party have been or will be duly executed and delivered by SN, SN GP Member and/or Common Unit Purchaser, as the case may be, and constitute or, when executed, will constitute the legal, valid and binding obligations of SN, SN GP Member or Common Unit Purchaser, as the case may be, except or the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity and except as the rights to indemnification may be limited by applicable Law (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Section 5.03 No Conflicts. None of (a) the execution, delivery and performance by SN, SN GP Member or Common Unit Purchaser of the Basic Documents to which it is or will be a party or (b) the consummation of the transactions contemplated hereby or thereby (i) constitutes or will constitute a violation of the other organizational documents of SN, SN GP Member or Common Unit Purchaser, (ii) constitutes or will constitute a breach or violation of, or a default (or an event which, with notice or lapse of time or both, would constitute such a default) under, the SN Credit Agreement or any indenture or any other agreement pertaining to indebtedness to which SN or any of its Subsidiaries is a party or any Contract to which SN is a party or by which any of them or any of their respective properties may be bound or (iii) violates or will violate any statute, Law, Permit or regulation or any order, judgment, decree or injunction of any court or Governmental Authority or body having jurisdiction over SN, SN GP Member or Common Unit Purchaser or any of their respective properties in a proceeding to which any of them or their property is or was a party, except, in cases of clauses (ii) and (iii) above, for any such conflict, breach, violation or default that would not, individually or in the aggregate, have a material adverse effect on SN.

Section 5.04 Approvals. Except as set forth on Schedule 5.04, no authorization, consent, approval, waiver, license, qualification or written exemption from, nor any filing, declaration, qualification or registration with, any Governmental Authority or any other Person is required in connection with the execution, delivery or performance by SN, SN GP Member or Common Unit Purchaser of any of the Basic Documents to which it is a party, other than consents, waivers, licenses, qualifications, exemptions, filings, declarations, qualifications or registrations that have been or prior to Closing are obtained or made. Prior to the Anadarko Closing, and if applicable, the KNOC Closing, SN shall use its commercially reasonable efforts to take, or shall cause the SN Parties to take, all actions necessary to cause the conditions to Closing set forth in Sections 2.07 and 2.09 to be satisfied at and as of the Closing.

Section 5.05 Certain Fees. No fees or commissions are or will be payable by SN GP Member or the Common Unit Purchaser to brokers, finders or investment bankers with respect to the purchase of any of the Common Unit Purchaser’s Class A Common Interests or the Common Units or the consummation of the transactions contemplated by this Agreement, in each case, for which any the General Partner, the Partnership, GSO Holdings or Intrepid may be liable.

Section 5.06 The GSO Allocated Shares, the Intrepid Allocated Shares and the Warrants. When issued to the GSO Funds and Intrepid at the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing), the GSO Allocated Shares and Intrepid Allocated Shares will be duly authorized, validly issued, fully paid and nonassessable. The offer and sale by SN of the GSO Warrants to the GSO Funds and the Intrepid Warrants to Intrepid has been duly authorized by SN pursuant to its organizational documents and applicable Law and, when issued and delivered to the GSO Funds and Intrepid in accordance with the terms of this Agreement and the GSO Warrant Agreement and Intrepid Warrant Agreement will each be validly issued, fully paid (to the extent required by applicable Law and, as applicable, each of the GSO Warrant Agreement and Intrepid Warrant Agreement), non-assessable and issued in compliance with all applicable Laws, including

securities Laws, and will be free and clear of any and all Liens and restrictions on transfer, other than restrictions on transfer under the GSO Warrant Agreement and Intrepid Warrant Agreement, as applicable, or arising under applicable state and federal securities Laws. Neither the execution, delivery and performance by SN of the GSO Warrant Agreement or the Intrepid Warrant Agreement, or the issuance of the GSO Allocated Shares, the Intrepid Allocated Shares, the GSO Warrants, the Intrepid Warrants or SN Common Stock upon exercise of the GSO Warrants or the Intrepid Warrants and compliances by SN with its objections under each of the GSO Warrant Agreement and Intrepid Warrant Agreement will, whether with or without the giving of notice, the passage of time or both, require any consent, approval or notice under, or will constitute a breach or violation of the organization documents of SN, conflict with or constitute a material breach of, or default under, or result in the creation or imposition of any Lien upon the property or assets of SN pursuant to any Contract to which SN is a party, or result in a violation of any applicable material Law, judgment, order, writ or decree of any Governmental Authority with jurisdiction over SN or its assets. The SN Common Stock to be issued upon exercise of the Warrants will, when issued, be validly issued, fully paid and non-assessable. The shares of SN Common Stock subject to issuance upon exercise of the Warrants have been reserved for issuance by SN and will be so reserved until the exercise in full of the Warrants. The holders of the outstanding Equity Interests of SN are not entitled to subscribe for any of the Warrants or the SN Common Stock to be issued upon exercise of the Warrants. The GSO Funds and Intrepid, as applicable, will have the right on the terms and subject to the conditions set forth in the GSO Registration Rights Agreement and Intrepid Registration Rights Agreement, to require SN to register the GSO Allocated Shares and Intrepid Allocated Shares and the SN Common Stock subject to issuance upon exercise of the warrants for resale on a registration statement to be filed by SN with the Commission.

Section 5.07 Investment Company Status. SN is not, and upon the issuance and sale of the GSO Allocated Shares and the Intrepid Allocated Shares and Warrants as herein contemplated will not be, an “investment company” or an entity “controlled” by an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended, and the rules and regulations of the SEC promulgated thereunder.

Section 5.08 Stock Exchange Listing and Reporting Requirements. The SN Common Stock is registered pursuant to Section 12(b) of the Exchange Act and is listed on the New York Stock Exchange (the “NYSE”) and SN has taken no action designed to, or likely to have the effect of, terminating the registration of the SN Common Stock under the Exchange Act or delisting the SN Common Stock from the NYSE, and SN has not received any notification that the Commission or the NYSE is contemplating terminating such registration or listing. Prior to the Anadarko Closing, the GSO Allocated Shares and the SN Allocated Shares and the SN Common Stock subject to issuance upon exercise of the Warrants will be approved for listing on the NYSE, subject only to notice of official issuance.

Section 5.09 No Registration Required. Assuming the accuracy of the representations and warranties of the Preferred Unit Purchasers contained in this Agreement and their compliance with the agreements set forth in this Agreement, the sale and issuance at the Anadarko Closing of the GSO Allocated Shares and the Intrepid Allocated Shares and the Warrants pursuant to this Agreement (and, when issued, the issuance of SN Common Stock upon exercise of the Warrant) is exempt from the registration requirements of the Securities Act, and SN has not and, to the Knowledge of SN, no authorized representative acting on behalf of any of SN has taken or will take any action hereafter that would cause the loss of such exemption. The issuance and sale of the GSO Allocated Shares and the Intrepid Allocated Shares and the Warrants and the issuance of SN Common Stock upon exercise of the Warrants does not contravene the rules and regulations of the NYSE.

Section 5.10 No Integration. SN has not, directly or indirectly through any representative, made any offers or sales of any security or solicited any offers to buy any security that is or will be integrated with the issuance and sale of the GSO Allocated Shares, Intrepid Allocated Shares or the Warrants in a manner that would require the offer and sale of the GSO Allocated Shares, Intrepid Allocated Shares or the Warrants to be registered under the Securities Act.

Section 5.11 Restricted Securities. Except for possible permitted transfers subject to the terms of (a) in the case of Class A Common Interest, the GP LLC Agreement or (b) in the case of the Common Units, the Partnership Agreement, SN GP Member is acquiring the Class A Common Interests and Common Unit Purchaser is acquiring the Common Units for its own account, for the purpose of investment only and not with a view to, or for sale in connection with, any distribution thereof in violation of applicable securities Laws. Each of SN GP Member and Common Unit Purchaser has such knowledge, sophistication and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in (a), in the case of SN GP Member, the Class A Common Interests and (b), in the case of Common Unit Purchaser, the Common Units and is capable of bearing the economic risk of such investment. Each of SN GP Member and Common Unit Purchaser is an “accredited investor” as that term is defined in Rule 501 of Regulation D (without regard to Rule 501(a)(4)) promulgated under the Securities Act. Each of SN GP Member and Common Unit Purchaser acknowledges and understands that (a) (i), in the case of SN GP Member, the acquisition of the Class A Common Interests and (ii), in the case of Common Unit Purchaser, the acquisition of the Common Units, have not been registered under the Securities Act in reliance on an exemption therefrom and that each of the General Partner and the Partnership is relying upon the truth and accuracy of, and SN GP Member’s and Common Unit Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of SN GP Member and Common Unit Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of SN GP Member to acquire the Class A Common Interests and Common Unit Purchaser to acquire the Common Units; (b) the Class A Common Interests and the Common Units will, upon such acquisition, be characterized as “restricted securities” under state and federal securities Laws. Each of SN GP Member and Common Unit Purchaser further acknowledges and understands that the Class A Common Interests and the Common Units (x) may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of except pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in compliance with other applicable state and federal securities Laws and the Warrants and (y) will bear a legend substantially as set forth below.

Section 5.12 Litigation. As of the Effective Date, there are no, and as of the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing), and if occurring, the KNOC Closing (whether in a Separate Closing or as part of a Dual Closing), there will not be any, legal or governmental proceedings pending to which SN, SN GP Member or Common Unit Purchaser is a party that challenges the validity of any of the Basic Documents or the right of SN, SN GP Member or Common Unit Purchaser to enter into any of the Basic Documents to which it is or will be a party or to consummate the transactions contemplated hereby or thereby and, to the Knowledge of SN, no such proceedings are threatened by any Governmental Authorities or others.

Section 5.13 Solvency. As of the Effective Date and giving pro forma effect to the “Closing” (as defined in the APC/KM PSA) and the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing) and the consummation of the transactions contemplated by this Agreement and the Basic Documents and the APC/KM PSA and to the KNOC Closing (assuming KNOC exercises its tag right and delivers the election notice), assuming (a) such transactions were to occur at or concurrently with the Effective Date and concurrently with the funding by the Partnership, SN Maverick and Blackstone Newco of the “Purchase Price”

(as defined in the APC/KM PSA) and that (b) (i) Anadarko and Blackstone Newco have each satisfied the conditions to SN Maverick and the Partnership’s obligations to consummate the transactions contemplated by the APC/KM PSA and that the representations and warranties of Anadarko and Blackstone Newco set forth in the APC/KM PSA are accurate (for such purposes, such representations and warranties shall be true and correct without giving effect to any knowledge, materiality or “material adverse effect” qualification or expectation), (ii) the Purchasers and the GSO Funds have each satisfied the conditions to the SN Parties’ obligations to consummate the transactions contemplated by this Agreement and that the representations and warranties of the Purchasers and the GSO Funds set forth in this Agreement are accurate (for such purposes, such representations and warranties shall be true and correct without giving effect to any knowledge, materiality or “material adverse effect” qualification or expectation) and (iii) each of Anadarko, Blackstone Newco, GSO, the Purchasers and the GSO Funds, as applicable, have complied with the terms of any other Basic Document to which it is a party and that any representations or warranties made by Anadarko, Blackstone Newco, GSO, the Purchasers and the GSO Funds, as applicable, set forth in such Basic Document are accurate (for such purposes, such representations and warranties shall be true and correct without giving effect to any knowledge, materiality or “material adverse effect” qualification or expectation), (x) the amount of the “fair saleable value” of the assets of SN will, as of such time, exceed the sum of (A) the value of all “liabilities of such SN, including contingent and other liabilities,” as of such time, as such quoted terms are generally determined in accordance with applicable laws governing determinations of the insolvency of debtors, and (B) the amount that will be required to pay the probable liabilities of SN, as of such date, on its existing debts (including contingent and other liabilities) as such debts become absolute and mature, (y) SN will not have, as of such date, an unreasonably small amount of capital for the operation of the businesses in which it is engaged or proposed to be engaged following such date, and (z) SN will be able to pay its liabilities, as of such date, including contingent and other liabilities, as they mature. For purposes of this definition, “not have an unreasonably small amount of capital for the operation of the businesses in which it is engaged or proposed to be engaged” and “able to pay its liabilities, as of such date, including contingent and other liabilities, as they mature” means that SN will be able to generate enough cash from operations, asset dispositions or refinancing, or a combination thereof, to meet its obligations as they become due.

Section 5.14 No Obligation to be Guarantor or Restricted Subsidiary. As of the Effective Date, the Anadarko Closing Date and, if occurring, the KNOC Closing Date, neither the General Partner nor the Partnership or any of its Subsidiaries is required, or upon the Anadarko Closing and if applicable, the KNOC Closing, the consummation of the transactions contemplated hereby and by the other Basic Documents and the consummation by the Partnership of the transactions to be effected in connection with the “Closing” (as that term is defined in the APC/KM PSA) and if applicable, the consummation by the Partnership of the transaction to be effected in connection with the closing of the KNOC PSA, will be required, to become a guarantor or a Restricted Subsidiary under the SN Credit Agreement (or any amendment or replacement thereof), or under any indenture or other agreement pertaining to indebtedness of SN or any of its Subsidiaries (other than the General Partner or the Partnership or any of its Subsidiaries). SN shall have taken, or caused to be taken, all actions necessary or appropriate to cause each of the General Partner and the Partnership to constitute an Unrestricted Subsidiary of SN and its Subsidiaries (other than the General Partner or the Partnership or any of its Subsidiaries) under the SN Credit Agreement (or any amendment or replacement thereof), and under any indenture or other agreement pertaining to indebtedness of SN or any of its Subsidiaries (other than the General Partner or the Partnership or any of its Subsidiaries).

ARTICLE VI
INDEMNIFICATION, COSTS AND EXPENSES

Section 6.01 Indemnification.

(a) SN agrees to indemnify and hold harmless each of the Purchasers, and each of their officers, managers, directors, employees, Affiliates, members, partners, stockholders, and agents, and the successors to and permitted assigns of the foregoing (and their respective officers, managers, directors, employees, Affiliates (including as to GSO Holdings and GSO Associates, GSO or its Affiliates or any fund or account managed, advised or sub-advised by GSO or its Affiliates, members, partners, stockholders, agents and successors and permitted assigns and solely for purposes of this Section 6.01(a), The Blackstone Group, L.P. and all private equity funds, portfolio companies, parallel investment entities, and alternative investment entities owned, managed, or Controlled by The Blackstone Group, L.P. or its Affiliates and any officer, director, employee, member, partner or stockholder of The Blackstone Group, L.P. or its Affiliates that are not part of the credit-related businesses of The Blackstone Group L.P.) (collectively, the “Purchaser Indemnified Parties”) from and against any and all Damages incurred or suffered by any of the Purchaser Indemnified Parties as a result of or arising out of (i) any failure of any representation or warranty in Article III or Article V to be true and correct and (ii) any breach of a covenant or agreement, or failure to perform or observe any duty, made or to be performed by the SN Parties pursuant to this Agreement. Without duplication of any Damages paid under the preceding sentence, if this Agreement is terminated pursuant to Section 7.01(b) or Section 7.01(c), and the termination of the APC/KM PSA referred to in Section 7.01(b) or the KNOC PSA referred to in Section 7.01(c) was not the result of a breach by GSO Holdings of its obligations under Section 2.01(a), Section 2.01(b), Section 2.02(a) or Section 7.01(e), as applicable, or the APC/KM PSA is terminated pursuant to Section 7.1(c) thereof and such termination of the APC/KM PSA is not the result of a breach by GSO Holdings of its obligation under Section 2.01(a) or Section 2.01(b) and any Purchaser Indemnified Parties, other than Intrepid and its Affiliates, suffers or incurs Damages (including unreimbursed out-of-pocket expenses incurred in due diligence or negotiating the Basic Documents) as a result of a claim brought by a third-party (other than The Blackstone Group, L.P. and all private equity funds, portfolio companies, parallel investment entities, and alternative investment entities owned, managed, or Controlled by The Blackstone Group, L.P. or its Affiliates and any officer, director, employee, member, partner or stockholder of The Blackstone Group, L.P. or its Affiliates that are not part of the credit-related businesses of The Blackstone Group L.P.) against the Purchaser Indemnified Parties, other than Intrepid and its Affiliates, in connection with such termination, then SN shall indemnify and hold harmless the Purchaser Indemnified Parties, other than Intrepid and its Affiliates, for all such Damages, but in no event shall the aggregate amount payable by SN pursuant to this sentence exceed the Preferred Unit GSO Commitment Amount; provided that any such payment shall not be in duplication of any amounts received by The Blackstone Group, L.P. and all private equity funds, portfolio companies, parallel investment entities, and alternative investment entities owned, managed, or Controlled by The Blackstone Group, L.P. or its Affiliates and any officer, director, employee, member, partner or stockholder of The Blackstone Group, L.P. or its Affiliates that are not part of the credit-related businesses of The Blackstone Group L.P. independently of any Purchaser Indemnified Party’s claims hereunder.

(b) GSO Holdings agrees to indemnify and hold harmless the SN Parties and each of their respective officers, managers, directors, employees, Affiliates, members, partners, stockholders and agents and the successors and permitted assigns to the foregoing (and their respective officers, managers, directors, employees, Affiliates, members, partners, stockholders, agents, and successors and permitted assigns) (collectively, the “Common Indemnified Parties”) from and against any and all Damages incurred or suffered by a Common Indemnified Party as a result of or arising out of (i) any failure of any representation or warranty made by GSO Holdings (for the avoidance of doubt, regardless of whether or not given on behalf of GSO Holdings, GSO Associates or the GSO Funds) in Article IV to be true and correct or (ii) any breach of a covenant or agreement, or failure to perform or observe any duty, made or to be performed by GSO Holdings or GSO

Associates pursuant to this Agreement. Without duplication of any Damages paid under the preceding sentence, if (A) GSO Holdings breaches its obligation under Section 2.01(a) to contribute the Preferred Unit Anadarko Funding Amount at the Anadarko Closing (whether in a Separate Closing or as part of a Dual Closing) and any Common Indemnified Parties suffer or incur Damages as a result thereof, including, without limitation, the loss of all or any portion of the Deposit or (B) GSO Holdings breaches its obligation under Section 2.02(a) to contribute the Preferred Unit KNOC Funding Amount at the KNOC Closing (whether in a Separate Closing or as part of a Dual Closing) and any Common Indemnified Parties suffer or incur Damages as a result thereof, including, without limitation, the loss of all or any portion of any deposit due under the KNOC PSA, and in the case of (A) or (B), any Damages actually incurred by the Common Indemnified Parties to Anadarko or Blackstone Newco pursuant to the APC/KM PSA and/or the KNOC PSA, as applicable, and all reasonable, out-of-pocket third-party costs and expenses incurred by such Common Indemnified Parties in connection with any resulting breach of the APC/KM PSA and/or KNOC PSA, as applicable, then GSO Holdings shall indemnify and hold harmless the Common Indemnified Parties for all such Damages but in no event shall the aggregate amount payable by GSO Holdings pursuant to this sentence exceed the excess, if any, of the Preferred Unit GSO Commitment Amount over any amounts paid to the Partnership or SN under the Equity Commitment Letter.

(c) Intrepid agrees to indemnify and hold harmless the Common Indemnified Parties from and against any and all Damages incurred or suffered by a Common Indemnified Party as a result of or arising out of (i) any failure of any representation or warranty given by Intrepid in Article IV to be true and correct or (ii) any breach of a covenant or agreement, or failure to perform or observe any duty, made or to be performed by Intrepid pursuant to this Agreement.

(d) Intrepid agrees to indemnify and hold harmless the GSO Holdings from and against any and all Damages incurred or suffered by GSO Holdings as a result of or arising out of any breach of a covenant or agreement, or failure to perform or observe any duty, made or to be performed by Intrepid pursuant to this Agreement. Notwithstanding anything to the contrary provided herein, if Intrepid fails to pay the Intrepid Contribution to GSO Holdings or the Partnership at the Anadarko Closing in accordance with Section 2.06(d)(ii), then (i) no Preferred Units will be issued to Intrepid at the Anadarko Closing and the Preferred Units that were to be issued to Intrepid will instead be issued to GSO Holdings, (ii) the Intrepid Allocated Shares will not be issued to Intrepid and will instead be issued to the GSO Funds and (iii) the Intrepid Warrant Agreement will not be executed and the Warrants that were to be issued thereunder will instead be issued to the GSO Funds pursuant to the GSO Warrant Agreement (with the number of Intrepid Shares and Warrants subject to the Intrepid Warrant Agreement to be allocated among the GSO Funds as directed by GSO Holdings); provided that, in each case, GSO Holdings has funded to the Partnership in accordance with the terms of this Agreement, an amount equal to the Intrepid Contribution.

Section 6.02 Indemnification Procedure.

(a) A claim for indemnification for any matter not involving a third-party claim may be asserted by notice from the party that may be entitled to indemnification pursuant to this Article VI (the “Indemnified Party”) to the party that may be obligated to provide indemnification pursuant to this Article VI (the “Indemnifying Party”); provided, however, that failure to so notify the Indemnifying Party shall not release, waive or otherwise affect the Indemnifying Party’s obligations with respect thereto, except to the extent that the Indemnifying Party can demonstrate actual loss and prejudice as a result of such failure. The notice of claim shall state in reasonable detail the basis of the claim for indemnification.

(b) If any legal proceedings shall be instituted or any claim or demand shall be asserted by any third party in respect of which indemnification may be sought under Section 6.01(a), Section 6.01(b) or Section 6.01(c) hereof (a “Third Party Claim”), the Indemnified Party shall promptly give written notice of the assertion of the Third Party Claim to the Indemnifying Party; provided, however, that failure of the Indemnified Party to

so notify the Indemnifying Party shall not release, waive or otherwise affect the Indemnifying Party’s obligations with respect thereto, except to the extent that the Indemnifying Party can demonstrate actual loss and prejudice as a result of such failure. Subject to the provisions of this Section 6.02, the Indemnifying Party shall have the right, at its sole expense, to be represented by counsel of its choice, which must be reasonably satisfactory to the Indemnified Party, and to defend against, negotiate, settle or otherwise deal with any Third Party Claim which relates to any losses indemnified against by it hereunder; provided that, in order to defend against, negotiate, settle or otherwise deal with any such Third Party Claim, the Indemnifying Party must first acknowledge in writing to the Indemnified Party its unqualified obligation to indemnify the Indemnified Party as provided hereunder and provide to the Indemnified Party reasonable evidence that the Indemnifying Party has reasonably sufficient financial resources to enable it to fulfill its obligations under this Article VI. Notwithstanding the preceding sentence, the Indemnifying Party shall not have the right to defend against, negotiate, settle, or otherwise deal with any Third Party Claim (i) if the Third Party Claim is not solely for monetary damages (except where any non-monetary relief being sought is merely incidental to a primary claim for monetary damages), (ii) if the Third Party Claim involves criminal allegations, or (iii) if the Indemnifying Party fails to prosecute or defend, actively and diligently, the Third Party Claim. If the Indemnifying Party elects to defend against, negotiate, settle or otherwise deal with any Third Party Claim, it shall within fifteen (15) days of the Indemnified Party’s written notice of the assertion of such Third Party Claim (or sooner if the nature of the Third Party Claim so requires) notify the Indemnified Party of its intent to do so; provided that, the Indemnifying Party must conduct its defense of the Third Party Claim actively and diligently thereafter in order to preserve its rights in this regard. If the Indemnifying Party elects not to defend against, negotiate, settle, or otherwise deal with any Third Party Claim, fails to notify the Indemnified Party of its election as herein provided or contests its obligation to indemnify the Indemnified Party for losses relating to such Third Party Claim under this Agreement, the Indemnified Party may defend against, negotiate, settle, or otherwise deal with such Third Party Claim. If the Indemnified Party defends any Third Party Claim, then the Indemnifying Party shall reimburse the Indemnified Party for the expenses of defending such Third Party Claim upon submission of periodic bills, which reimbursement shall be made within thirty (30) days of the applicable submission. If the Indemnifying Party shall assume the defense of any Third Party Claim, the Indemnified Party may participate, at his, her or its own expense, in the defense of such Third Party Claim; provided, further, that such Indemnified Party shall be entitled to participate in any such defense with separate counsel at the expense of the Indemnifying Party if (i) so requested by the Indemnifying Party to participate or (ii) in the reasonable opinion of counsel to the Indemnified Party a conflict or potential conflict exists between the Indemnified Party and the Indemnifying Party that would make such separate representation advisable; provided further that the Indemnifying Party shall not be required to pay for more than one such counsel (plus any appropriate local counsel) for all Indemnified Parties in connection with any single Third Party Claim. Each party hereto shall provide reasonable access to each other party to such documents and information as may reasonably be requested in connection with the defense, negotiation or settlement of any Third Party Claim. Notwithstanding anything in this Section 6.02 to the contrary, the Indemnifying Party shall not enter into any settlement of any Third Party Claim without the written consent of the Indemnified Party if such settlement (i) would create any liability of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder, (ii) would provide for any injunctive relief or other non-monetary obligation affecting the Indemnified Party, or (iii) does not include an unconditional release of the Indemnified Party from all liability in respect of the Third Party Claim.

(c) After any final decision, judgment or award shall have been rendered by a Governmental Authority of competent jurisdiction and the expiration of the time in which to appeal therefrom, or a settlement shall have been consummated, or the Indemnified Party and the Indemnifying Party shall have arrived at a mutually binding agreement, in each case with respect to a Third Party Claim, the Indemnified Party shall forward to the Indemnifying Party notice of any sums due and owing by the Indemnifying Party pursuant to this Agreement with respect to such matter and the Indemnifying Party shall pay all of such remaining sums so due and owing to the Indemnified Party by wire transfer of immediately available funds within five (5) Business Days after the date of such notice.

(d) Notwithstanding anything to the contrary in this Agreement, GSO Holdings shall not have any liability in the aggregate for any Damages arising from or relating to this Agreement that exceeds the excess, if any, of the Preferred Unit GSO Commitment Amount minus any amounts funded to the Partnership pursuant to the Equity Commitment Letters. Notwithstanding anything to the contrary in this Agreement, Intrepid shall not have any liability in the aggregate for any Damages arising from or relating to this Agreement that exceeds the amount of the Intrepid Contribution.

(e) Notwithstanding anything to the contrary in this Article VI or any other provision of this Agreement, in no event shall the Purchasers or SN have any liability or indemnification obligation to any other party for punitive, consequential, special, indirect, diminution in value, loss of profit, penalty or other indirect or unforeseen Damages, whether in law or equity, arising from the performance of this Agreement or the transactions contemplated hereby; provided that if GSO Holdings breaches its obligations under Section 2.01(a) and Section 2.06(d)(i) to contribute the Preferred Unit Anadarko Funding Amount at the Anadarko Closing and/or GSO Holdings breaches its obligations under Section 2.02(a) and Section 2.06(d)(vi) to contribute the Preferred Unit KNOC Funding Amount at the KNOC Closing, and any Common Indemnified Parties suffer or incur Damages as a result thereof, including, without limitation, the loss of all or any portion of the Deposit or the deposit under the KNOC PSA, if any, and any damages payable to Anadarko or Blackstone Newco as a result thereof, then the loss of the Deposit and/or the deposit under the KNOC PSA, if any, and any Damages actually incurred by the Common Indemnified Parties to Anadarko or Blackstone Newco pursuant to the APC/KM PSA or the KNOC PSA, as applicable, in respect thereof shall be recoverable by the Common Indemnified Parties subject to the maximum specified in Section 6.02(d) above.

Section 6.03 Survival. All of the Fundamental Representations shall survive the execution and delivery of this Agreement and the consummation of the Closing for a period equal to the statute of limitations applicable to breach of contract under Delaware law. All of the representations and warranties other than the Fundamental Representations set forth in Articles III, IV and V shall survive the execution and delivery of this Agreement, and the consummation of the Closing for a period ending on the one (1) year anniversary of the Closing; provided that any claim made prior to such date shall survive the one (1) year anniversary of the Closing until finally determined in accordance with this Article VI. All covenants contemplated herein to be performed at or prior to the Closing shall survive the Closing for a period equal to the statute of limitations applicable to breach of contract under Delaware law. Notwithstanding the foregoing, the indemnity obligations of Intrepid provided for in the first sentence of Section 6.01(d) shall not survive the funding by Intrepid of the Intrepid Contribution.

ARTICLE VII
TERMINATION

Section 7.01 Termination. This Agreement may be terminated at any time prior to the Closing Date as follows:

(a) as to all parties, by mutual written consent of each SN Party, GSO Holdings and GSO Associates;

(b) as to all parties, by any SN Party, GSO Holdings or GSO Associates, if the APC/KM PSA shall have been validly terminated in accordance with its terms;

(c) by any SN Party, GSO Holdings or GSO Associates, solely with respect to the obligations under this Agreement related to actions to be taken pursuant to Section 2.02 and Section 2.06(d)(v), if the KNOC PSA shall have been validly terminated in accordance with its terms;

(d) as to all parties, by GSO Holdings or GSO Associates if the “Closing” (as defined in the APC/KM PSA) has not occurred on or before March 31, 2017;

(e) as to all parties, by GSO Holdings or GSO Associates if at any time the representations and warranties regarding the SN Parties contained in this Agreement shall fail to be true and correct or an SN Party shall at any time have failed to perform and comply with all agreements and covenants of such Person contained in this Agreement requiring performance or compliance prior to such time, and in either case, such failure (i) shall be such that, if not cured, the conditions set forth in Section 2.07(d) or Section 2.07(h) would not be fulfilled prior to or on either the Anadarko Closing Date or the KNOC Closing Date and (ii) if capable of being cured, shall not have been cured within 10 Business Days of the receipt of written notice thereof by such SN Party from either Purchaser;

(f) as to all parties, by any SN Party if at any time the representations and warranties regarding GSO Holdings or GSO Associates contained in this Agreement shall fail to be true and correct or either GSO Holdings or GSO Associates shall at any time have failed to perform and comply with all agreements and covenants of such Person contained in this Agreement requiring performance or compliance prior to such time, and in either case, such failure (i) shall be such that, if not cured, the conditions set forth in Section 2.08(c) or Section 2.08(e) would not be fulfilled prior to or on the Anadarko Closing Date or the KNOC Closing Date and (ii) if capable of being cured, shall not have been cured within 10 Business Days of the receipt of written notice thereof by GSO Holdings or GSO Associates, as applicable, from any SN Party; and

(g) solely as to Intrepid, by (i) any SN Party if at any time, the representations and warranties regarding Intrepid contained in this Agreement shall fail to be true and correct or Intrepid shall at any time have failed to perform and comply with all agreements and covenants of such Intrepid contained in this Agreement requiring performance or compliance prior to such time or (ii) GSO Holdings if Intrepid fails to contribute the Intrepid Contribution in full at the Anadarko Closing in accordance with Section 2.06(d)(ii) and GSO Holdings has instead contributed such amounts.

Section 7.02 Notice of Termination. GSO Associates and GSO Holdings may exercise their right to terminate this Agreement by giving written notice thereof from time to time to the SN Parties or, in the case of termination as to Intrepid in accordance with Section 7.01(g)(ii), Intrepid specifying the basis for the termination. Each SN Party may exercise its right to terminate this Agreement by giving written notice thereof from time to time to GSO Holdings and GSO Associates or, in the case of termination as to Intrepid in accordance with Section 7.01(g)(i), Intrepid specifying the basis for the termination.

Section 7.03 Effect of Termination. If a termination of this Agreement pursuant to the provisions of Section 7.01 shall occur with respect to any party, this Agreement shall become void and have no effect with respect to such party, and there shall be no further liability on such party in respect hereof, except that Article VIII shall survive any such termination; provided, however, that no such termination shall relieve any party of any liability resulting from any breach of this Agreement by such party prior to the time of such termination. In the event this Agreement is terminated by any SN Party pursuant to Section 7.01(f), GSO Holdings shall immediately remit to SN the Commitment Fee by wire transfer of immediately available funds.

Section 7.04 Termination of Commitment Related to KNOC Closing . If the KNOC Closing (whether in a Dual Closing or Separate Closing) has not occurred by midnight, Houston, Texas time on March 31, 2017, the Preferred Unit GSO Commitment Amount shall be reduced to $500.0 million unless GSO Holdings elects in its sole discretion for the Preferred Unit GSO Commitment Amount to remain at $800.0 million for such additional time as GSO Holdings determines to be appropriate.

ARTICLE VIII
MISCELLANEOUS

Section 8.01 Expenses.

(a) Except as provided in Section 8.01(b), all costs and expenses, including fees and disbursements of counsel, financial advisors and accountants, incurred in connection with the preparation, negotiation and due diligence of this Agreement or the other Basic Documents and the transactions contemplated thereby shall be paid by the party incurring such costs and expenses unless otherwise expressly stated in such Basic Document, provided that (i) if the Anadarko Closing occurs, then the Partnership shall reimburse GSO and its Affiliates for all of their reasonable, documented, third-party out-of-pocket costs and expenses incurred in connection with the transactions contemplated hereby and thereby and (ii) if the Anadarko Closing does not occur, then SN shall reimburse GSO and its Affiliates for all of their reasonable, documented, third-party out-of-pocket costs and expenses incurred in connection with the transactions contemplated hereby and thereby prior to termination of this Agreement; provided that from and after the Effective Date GSO shall promptly notify the Partnership and SN at such time as the costs and expenses for which GSO intends to seek reimbursement pursuant to this Section 8.01 equal increments of $250,000; and provided further that GSO and its Affiliates will not entitled to any such reimbursement if this Agreement is terminated by the Common Unit Purchaser pursuant to Section 7.01(f).

(b) At or promptly after the Anadarko Closing or upon any termination of this Agreement (i) as to Intrepid pursuant to Section 7.01(g) or (ii) as to all parties pursuant to Section 7.01 at a point in time when the Agreement could be terminated as to Intrepid pursuant to Section 7.01(g), all costs and expenses, including fees and disbursements of counsel, financial advisors and accountants, incurred by any SN Party or GSO Holdings and its Affiliates in connection with the amendment and restatement of this Agreement and the drafting and negotiation of the other Basic Documents in connection therewith, as applicable, shall be reimbursed by Intrepid to the party incurring such costs. For the avoidance of doubt, Intrepid shall be responsible for all reasonable and documented costs and expenses described in this Section 8.01(b) and in no event shall GSO or any SN Party (including the Partnership) be responsible for any of the reasonable and documented costs and expenses described in this Section 8.01(b).

Section 8.02 Interpretation. The provision of a table of contents, the division of this Agreement into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement. All references in this Agreement to Exhibits, Schedules, Appendices, Articles, Sections, subsections, clauses and other subdivisions refer to the corresponding Exhibits, Schedules, Appendices, Articles, Sections, subsections, clauses and other subdivisions of or to this Agreement unless expressly provided otherwise. The words “this Agreement,” “herein,” “hereby,” “hereunder” and “hereof,” and words of similar import, refer to this Agreement as a whole and not to any particular Article, Section, subsection, clause or other subdivision unless expressly so limited. The words “this Article,” “this Section,” “this subsection,” “this clause,” and words of similar import, refer only to the Article, Section, subsection and clause hereof in which such words occur. The word “including” (in its various forms) means including without limitation. All references to “$” or “dollars” shall be deemed references to the lawful currency of the United States of America. Each accounting term not defined herein will have the meaning given to it under GAAP as interpreted as of the date of this Agreement. Unless expressly provided to the contrary, the word “or” is not exclusive. Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. Appendices, Exhibits and Schedules referred to herein are attached to and by this reference incorporated herein for all purposes. Reference herein to any federal, state, local or foreign Law shall be deemed to also refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The words “day” or “days” shall

mean calendar day, unless denoted as a Business Day. The words “will” and “will not” are expressions of command and not merely expressions of future intent or expectation. When used in this Agreement, the word “either” shall be deemed to mean “one or the other”, not “both”. Unless otherwise noted, references herein to a “party” are references to the applicable party to this Agreement.

Section 8.03 Amendments and Waivers.

(a) Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each SN Party, GSO Associates and GSO Holdings, or in the case of a waiver, by the party against whom the waiver is to be effective; provided, further that any amendment or waiver that affects the rights and obligations of Intrepid under this Agreement shall also require the written consent of Intrepid. For the purposes of clarity, no signature or consent of any third-party beneficiary to any provision of Article VI shall be required in order to amend or waive any provision of Article VI.

(b) No failure or delay by any party in exercising any right, power or privilege hereunder will operate as a waiver thereof nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided will be cumulative and not exclusive of any rights or remedies hereunder, under any other Basic Document, or at law or in equity; accordingly, no exercise of any right or remedy shall be construed as an election of remedies by any party.

Section 8.04 Binding Effect. This Agreement shall be binding upon the parties and their respective successors and permitted assigns, and shall remain in full force and effect after the Anadarko Closing and if occurring, the KNOC Closing. Except as expressly provided in this Agreement, this Agreement shall not be construed so as to confer any right or benefit upon any Person other than the parties to this Agreement and their respective successors and permitted assigns.

Section 8.05 Communications. All notices and demands provided for hereunder shall be in writing and shall be given by registered or certified mail, return receipt requested, telecopy, air courier guaranteeing overnight delivery or personal delivery to the following addresses

(a) If to GSO Associates or GSO Holdings:

c/o GSO Capital Partners
GSO ST Holdings LP
0000 Xxxxx Xxxxxx, #0000

Xxxxxxx, Xxxxx  00000
Attention:  Xxxxxx Xxxx
Email:  xxxxxx.xxxx@xxxxxx.xxx

with a copy to (which shall not constitute notice):

c/o GSO Capital Partners

000 Xxxx Xxxxxx, 00xx Xxxxx

Xxx Xxxx, Xxx Xxxx 00000

Email: GSO Xxxxx@xxxxxx.xxx

XXXXxxxxxxxxxXxxxx@xxxxxx.xxx

with a copy to (which shall not constitute notice):

Xxxxxxx Xxxxx Xxxxxx LLP
000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: G. Xxxxxxx X’Xxxxx

Xxx Xxxx
Facsimile: (000) 000-0000
Email: xxxxxxx@xxxxx.xxx

xxxxxxx@xxxxxxxxxxxx.xxx

(b) If to an SN Party:

0000 Xxxx Xxxxxx, Xxxxx 0000

Xxxxxxx, Xxxxx 00000

Attention: Xxxxxxx Xxxxx

Email: xxxxxx@xxxxxxxxx.xxx

with a copy to (which shall not constitute notice):

Xxxxxxxx & Xxxxx LLP
000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: Xxxx X. Xxxxx, P.C.
Email: xxxx.xxxxx@xxxxxxxx.xxx

Intrepid Private Equity V-A, LLC

c/o Intrepid Private Equity Fund GP, LLC

000 Xxxxxxx Xxxxxx, 00xx Xxxxx

Xxx Xxxx, XX 00000

Attention: Xxxxxxxxxxx Xxxxxxxxxxxx

Email: Xxxxxxxxxxxx@xxxxxxxxxx.xxx

with a copy to (which shall not constitute notice):

Xxxxx Xxxxx L.L.P.

000 Xxxxxxxxx Xx.

Xxxxxxx, XX 00000

Attention: Xxxxx Xxxxxxxx

Xxxxxx Xxxxx

Email: xxxxx.xxxxxxxx@xxxxxxxxxx.xxx

xxxxxx.xxxxx@xxxxxxxxxx.xxx

or to such other address as the parties hereto may designate in writing. All notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; upon actual receipt if sent by certified or registered mail, return receipt requested, or regular mail, if mailed; upon actual receipt of the overnight courier copy, if sent via facsimile; and upon actual receipt when delivered to an air courier guaranteeing overnight delivery.

Section 8.06 Entire Agreement; Integrated Transaction. This Agreement, the other Basic Documents and the other agreements and documents expressly referred to herein are intended by the parties as a final

expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein. This Agreement, the other Basic Documents and the other agreements and documents expressly referred to herein or therein supersede all prior agreements and understandings between the parties with respect to such subject matter including those set forth in the Original SPA. Each of the parties hereto acknowledges and agrees that in executing this Agreement (i) the intent of the parties is this Agreement and the other Basic Documents shall constitute an unseverable and single agreement of the parties with respect to the transactions contemplated hereby and thereby, (ii) it waives, on behalf of itself and each of its Affiliates, any claim or defense based upon the characterization that this Agreement and the other Basic Documents are anything other than a true single agreement relating to such matters and (iii) the matters set forth in this Section 8.06 constitute a material inducement to enter into this Agreement and the other Basic Documents and to consummate the transactions contemplated hereby and thereby. Each of the parties hereto stipulates and agrees (i) not to challenge the validity, enforceability or characterization of this Agreement and the other Basic Documents as a single, unseverable instrument pertaining to the matters that are the subject of such agreements, (ii) this Agreement and the other Basic Documents shall be treated as a single integrated and indivisible agreement for all purposes, including the bankruptcy of any party and (iii) not to assert or take or omit to take any action inconsistent with the agreements and understandings set forth in this Section 8.06.

Section 8.07 Governing Law; Submission to Jurisdiction. This Agreement, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), will be construed in accordance with and governed by the laws of the State of Delaware without regard to principles of conflicts of laws. Any action against any party relating to the foregoing shall be brought in any federal or state court of competent jurisdiction located within the State of Delaware, and the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of Delaware over any such action. The parties hereby irrevocably waive, to the fullest extent permitted by applicable Law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law.

Section 8.08 Waiver of Jury Trial. THE PARTIES TO THIS AGREEMENT EACH HEREBY WAIVES, AND AGREES TO CAUSE ITS AFFILIATES TO WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS AGREEMENT OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. THE PARTIES TO THIS AGREEMENT EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Section 8.09 Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same agreement.

Section 8.10 Successors and Assigns. The provisions of this Agreement will be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns. No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement (including any transfer by way of merger or operation of law) without the consent of each other party, and any such purported assignment in violation of this Section 8.10 shall be void ab initio. Notwithstanding the foregoing, GSO Holdings may assign its rights and obligations under this Agreement without the prior approval of any other party to this Agreement to any fund or account managed, advised or sub-advised by GSO or any of its Affiliates; provided that any such assignment shall not relieve GSO Holdings of any of its obligations hereunder.

Section 8.11 Severability. Whenever possible, each provision or portion of any provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Law, but, if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable Law, such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of any other provision or portion of any provision in such jurisdiction, and this Agreement shall be reformed, construed and enforced in such jurisdiction in such manner as will effect as nearly as lawfully possible the purposes and intent of such invalid, illegal or unenforceable provision.

Section 8.12 Interim Actions.

(a) SN shall consult in good faith with GSO Holdings and GSO Associates in connection with any amendment, modification or waiver of any right under or the satisfaction of any condition in the APC/KM PSA or KNOC PSA, as applicable, to be satisfied by Anadarko, it being understood that, except as specified in the immediately following sentence, the foregoing shall not be construed to require the consent of GSO Holdings and GSO Associates in order to effect any such termination amendment, modification or waiver. Notwithstanding anything to the contrary set forth in this Agreement, neither SN nor any of its Affiliates will take any of the following actions in respect of the APC/KM PSA, without the prior approval of GSO Holdings and GSO Associates, such approval not to be unreasonably withheld:

(i) Approve any amendment or modification to any provision of, or waive any right or condition under, the APC/KM PSA or KNOC PSA;

(ii) Enter into any agreements with any counterparty in respect of a “Hard Consent” (as such term is defined in the APC/KM PSA) or a consent required to assign any of the gathering or processing agreements (including, without limitation, either of the Springfield Gathering Agreements) included in the “Applicable Agreements” (as such term is defined in the APC/KM PSA), in order to obtain consents to assignment required to be obtained under the APC/KM PSA or KNOC PSA, as applicable, that would result in a $2,000,000 net cost to the Partnership (and such cost shall be shared proportionately among SN, Blackstone Newco and the Partnership with the Partnership bearing a 20% share) or that would have a material and adverse effect on the Partnership;

(iii) Enter into any hedge contracts on behalf of the Partnership, except to the extent such hedge contracts are consistent with Section 6.7 of the Partnership Agreement; provided, however, that prior to the Anadarko Closing SN shall use its commercially reasonable efforts to cause Anadarko to enter into xxxxxx in respect of the Acquired Properties that are consistent with the hedge plan set forth in Schedule 11.9(a), Part I of the APC/KM PSA as such Schedule is in effect on the Effective Date;

(iv) Approve any amendment or modification of, or waive any right under, the Hydrocarbons Marketing Agreement; or

(v) Enter into the KNOC PSA if (A) the KNOC PSA is not on substantially the same terms and conditions as the APC/KM PSA (including, without limitation, the portion of the purchase price to be paid

by the Partnership at the KNOC Closing and the form of conveyance of properties to the Partnership by KNOC) or (B) the unadjusted base purchase price (which shall correspond to the definition of “Purchase Price” under the APC/KM PSA) payable to KNOC thereunder shall not exceed $1,137,500,000.00.

(b) SN shall consult in good faith with GSO Holdings and GSO Associates in connection with (i) SN’s actions or any of its Affiliates’ actions relating to each of the title defect and environmental defect process under Articles XIII and XIV, respectively, of the APC/KM PSA, or any similar provisions under the KNOC PSA, as applicable, including reviewing any interim and final defect notices prior to submission thereof to Anadarko or KNOC, as applicable, exercise of elections by or on behalf of the Partnership regarding curative matters, and arbitration and settlement title and environmental disputes and with respect to the settlement of any defect dispute after the consummation of the “Closing” (as such term is defined in the APC/KM PSA) contemplated by the APC/KM PSA or, as applicable, the exercise any analogous right under the KNOC PSA; (ii) the submission to Anadarko or KNOC, as applicable, of preliminary and final accounting settlement statements and agreements with Anadarko or KNOC, as applicable, on such settlement statements and any arbitration proceedings to resolve such matters; (iii) SN’s plan to hire any Anadarko employees or KNOC employees, as applicable, and the anticipated impact thereof on general and administrative expenditures and lease operating expenditures that would be chargeable by SN or its Affiliates to the Partnership in respect of the Acquired Properties or KNOC Properties, as applicable, and operations conducted thereon; and (iv) any public announcements proposed to be made by Anadarko and SN or its Affiliates regarding the APC/KM PSA; KNOC and SN or its Affiliates regarding the KNOC PSA; the Basic Documents or the transactions contemplated thereby; in each case to the extent applicable to either GSO Holdings and/or GSO Associates and their Affiliates. Furthermore, SN shall consult in good faith with GSO Holdings and GSO Associates in connection with any contemplated termination of the APC/KM PSA and/or KNOC PSA, it being understood that the foregoing shall not be construed to require the consent of GSO Holdings and GSO Associates in order to effect any such termination.

Section 8.13 No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any party may be a partnership or limited liability company, each party hereto, by its acceptance of the benefits of this Agreement and the other Basic Documents, covenants, agrees and acknowledges that, except as may be set forth in each of the Equity Commitment Letters, no Persons other than the parties shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any party (or any of their successors or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any party (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the parties, whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against such Persons and entities, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any such Persons, as such, for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation.

Section 8.14 Creditors. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of SN or by any creditors of any Subsidiary or Affiliate of SN.

Section 8.15 Public Disclosure; Confidentiality. Unless required by Law (or the advice of counsel to an applicable party), no press release or public announcement related to the Partnership or the General Partner, this Agreement or the transactions contemplated herein or any other related announcement or communication shall be issued or made by any party without the advance approval of each other parties, in which case each party shall be provided a reasonable opportunity to review and provide suggested comments concerning the disclosure contained in such press release, announcement or communication prior to issuance, distribution or publication. In addition, except as required by Law (or the advice of counsel to an applicable party), no party shall, and each party shall cause its respective representatives not to, disclose the terms and conditions of this Agreement to any third party, in each case, without the prior written consent of each of the parties, except to authorized directors, managers, officers, legal counsel, accountants and financial advisors of such party or its Affiliates. In furtherance of the foregoing, each party shall treat the terms and conditions of this Agreement as confidential; provided, however, that GSO Holdings and its Affiliates shall be entitled to disclose the terms contemplated herein and high-level summary information regarding the General Partner’s and the Partnership’s operations (including total production volumes, total revenues, etc.) to its limited partners, owners, co-investors, prospective investors, and existing and potential investors in funds or accounts managed, advised or sub-advised by GSO, in each case, without the consent of any Person; provided, further, that nothing in this Section 8.15 shall derogate from the rights of any Purchaser to disclose any information it is permitted to disclose without the consent of any other Person under Section 6.6 of the Partnership Agreement. Notwithstanding anything to the contrary herein, nothing in this Section 8.15 shall limit SN or its Affiliates from publicly filing this Agreement and making additional disclosures therewith, in each case as required by applicable Law and securities regulations.

Section 8.16 Time is of the Essence. Time is of the essence in the performance of all obligations under this Agreement.

Section 8.17 Remedies Generally. The parties hereto agree that irreparable damage, for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the provisions of this Agreement were not performed in accordance with its specific terms and that any remedy at law for any breach of the provisions of this Agreement would be inadequate. Accordingly, the parties hereto acknowledge and agree that each such party shall be entitled to an injunction, specific performance or other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity. Each party hereby agrees that it will not oppose the granting of specific performance and other equitable relief on the basis that the other parties have an adequate remedy at law or that an award of specific performance is not an appropriate remedy for any reason at law or equity. The parties hereto acknowledge and agree that any other party seeking an injunction to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in accordance with this Section 8.17 shall not be required to provide any bond or other security in connection with any such injunction. Notwithstanding anything to the contrary provided herein, Intrepid covenants and agrees that (i) Intrepid’s sole right to determine if the conditions to the Anadarko Closing are satisfied are as set forth in Section 2.09 and Intrepid shall not have the right to claim that other conditions to the Anadarko Closing have not been satisfied, and (ii) GSO Holdings shall have the sole right to determine whether to pursue any claim or remedy against SN or any its Affiliates for any breach, violation or claim under this Agreement, including, without limitation, and claim for indemnification under Section 6.01(a).

[signature page follows]

IN WITNESS WHEREOF, the parties hereto execute this Agreement, effective as of the Effective Date.

	SN:

	XXXXXXX ENERGY CORPORATION


	By:	/s/ Xxxxxx X. Xxxxx
	Name:	Xxxxxx X. Xxxxx
	Title:	Executive Vice President and Chief Fiancial Officer


	SN GP MEMBER:

	SN UR HOLDINGS, LLC


	By:	/s/ Xxxxxx X. Xxxxx
	Name:	Xxxxxx X. Xxxxx
	Title:	Executive Vice President and Chief Fiancial Officer


	PARTNERSHIP:
	SN EF UNSUB, LP

	By:	SN EF UNSUB GP, LLC, its general partner


	By:	/s/ Xxxxxxxx X. Xxxxxxx
	Name:	Xxxxxxxx X. Xxxxxxx
	Title:	President and Chief Executive Officer


	GENERAL PARTNER:
	SN EF UNSUB GP, LLC


	By:	/s/ Xxxxxxxx X. Xxxxxxx
	Name:	Xxxxxxxx X. Xxxxxxx
	Title:	President and Chief Executive Officer


	COMMON UNIT PURCHASER:


	SN EF UNSUB HOLDINGS, LLC

	By:	/s/ Xxxxxxxx X. Xxxxxxx
	Name:	Xxxxxxxx X. Xxxxxxx
	Title:	Executive Vice President

	GSO ASSOCIATES:

	GSO ST HOLDINGS ASSOCIATES LLC


	By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	Authorized Signatory

	PREFERRED UNIT PURCHASERS:

	GSO ST HOLDINGS LP

	By:	GSO ST HOLDINGS ASSOCIATES LLC, its General Partner

	By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	Authorized Signatory

	INTREPID PRIVATE EQUITY V-A, LLC

	By: Intrepid Private Equity Fund GP, LLC, its manager


	By:	/s/ Xxxx X. XxXxx III
	Name:	Xxxx X. XxXxx III
	Title:	Managing Member

EXHIBIT A

FORM OF AMENDED AND RESTATED AGREEMENT OF
LIMITED PARTNERSHIP OF SN EF UNSUB, LP

[Attached.]

SN EF UnSub, LP

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

Dated as of March 1, 2017

THE UNITS ISSUED UNDER THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”). SUCH UNITS MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT EFFECTIVE REGISTRATION UNDER THE ACT OR PURSUANT TO AN EXEMPTION FROM THE ACT AND THE APPLICABLE STATE ACTS, AND COMPLIANCE WITH THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN, INCLUDING (WITHOUT LIMITATION) THE PROVISIONS OF ARTICLE IX.

TABLE OF CONTENTS

		Page
Article I DEFINITIONS		1
Article II ORGANIZATIONAL MATTERS		14
2.1	Continuation of the Partnership	14
2.2	Limited Partnership Agreement	14
2.3	Name	15
2.4	Purpose	15
2.5	Principal Office: Registered Office	15
2.6	Term	15
2.7	Restriction on Jurisdiction of Organization	15
2.8	Foreign Qualification	15
Article III UNITS; CAPITAL CONTRIBUTIONS		15
3.1	Units and Capital Contributions	15
3.2	Capital Accounts	18
3.3	Negative Capital Accounts	19
3.4	No Withdrawal	19
3.5	Loans From Partners	20
3.6	Distributions of Property	20
3.7	Transfer of Capital Accounts	20
3.8	Certain Adjustments	20
Article IV DISTRIBUTIONS AND ALLOCATIONS; REDEMPTION		20
4.1	Distributions	20
4.2	Allocations	22
4.3	Special Allocations	23
4.4	Offsetting Allocations	25
4.5	Tax Allocations	25
4.6	Withholding and Indemnification for Payments on Behalf of a Partner	26
4.7	Order of Redemptions	27
Article V MANAGEMENT		27
5.1	Generally	27
5.2	Authority of the General Partner	27
5.3	Appointment, Withdrawal and Removal of the General Partner	27
5.4	Discharge of Duties; Reliance on Reports	28
5.5	Compensation and Reimbursements	28
5.6	Outside Activities	28
5.7	Information Rights	28
5.8	Enforcement of Affiliate Contracts	30
5.9	Independent Director; Separateness Covenants	31
Article VI RIGHTS AND OBLIGATIONS OF THE PARTNERS; INDEMNIFICATION; CONFIDENTIALITY		31
6.1	Limitation of Liability	31
6.2	No Right of Partition	31
6.3	Indemnification	31
6.4	Actions by the Partners	33
6.5	Corporate Opportunities; Conflicts of Interest; Related Matters	33
6.6	Confidentiality	36
6.7	Hedging	37

Article VII BOOKS, RECORDS, ACCOUNTING AND REPORTS; INSPECTION		37
7.1	Records and Accounting	37
7.2	Reports	37
7.3	Transmission of Communications	38
Article VIII TAX MATTERS		38
8.1	Preparation of Tax Returns	38
8.2	Tax Elections	38
8.3	Tax Controversies	39
8.4	Unitary/Combined Tax Reporting	39
Article IX TRANSFER OF UNITS		40
9.1	Transfer Restrictions	40
9.2	Effect of Transfer	41
9.3	Additional Restrictions on Transfer	41
9.4	Legend	42
9.5	Disposition Transaction	42
9.6	Expenses and Transfer Fees	42
9.7	Void Transfers	43
Article X ADMISSION OF PARTNERS		43
10.1	Substituted Partners	43
10.2	Additional Partners	43
Article XI WITHDRAWAL AND RESIGNATION OF PARTNERS		43
11.1	Withdrawal and Resignation of Partners	43
Article XII DISSOLUTION AND LIQUIDATION		43
12.1	Dissolution	43
12.2	Liquidation and Termination	44
12.3	Securityholders Agreement	45
12.4	Cancellation of Certificate	45
12.5	Reasonable Time for Winding Up	45
12.6	Return of Capital	45
12.7	Xxxx-Xxxxx-Xxxxxx	45
Article XIII VALUATION		45
13.1	Valuation of Units	45
13.2	Valuation of Securities	45
13.3	Valuation of Other Assets	46
13.4	Objection Procedure	46
Article XIV REDEMPTION AND EXIT PROVISIONS		46
14.1	Optional Redemption of Preferred Units at Election of the Partnership	46
14.2	Optional Redemption of Preferred Units at Election of Required Preferred Holders	47
14.3	Exit Transactions	47
Article XV GENERAL PROVISIONS		51
15.1	Amendments	51
15.2	Remedies	52
15.3	Successors and Assigns	52
15.4	Severability	52
15.5	Counterparts; Binding Agreement	52
15.6	Applicable Law	52
15.7	Addresses and Notices	52
15.8	Creditors	53
15.9	No Waiver	53

15.10	Further Action	53
15.11	No Offset Against Amounts Payable	53
15.12	Entire Agreement; Integrated Transaction	53
15.13	Delivery by Facsimile	53
15.14	Survival	54
15.15	Consent to Jurisdiction; Waiver of Trial by Jury	54
15.16	Construction; Interpretation	54
15.17	No Third Party Beneficiaries	55
15.18	Outside Counsel	55
15.19	Time is of the Essence	55
15.20	No Recourse	55
15.21	Public Disclosure	55
15.22	Partnership Covenants, Representations and Warranties	56

EXHIBITS

Exhibit A - Form of Purchase and Sale Agreement

SCHEDULE

Schedule A - Schedule of Limited Partners

AMENDED AND RESTATED AGREEMENT OF
LIMITED PARTNERSHIP OF SN EF UNSUB, LP

THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SN EF UNSUB, LP, a Delaware limited partnership (the “Partnership”) is entered as of March 1, 2017 (the “Effective Date”), by and among SN EF UnSub GP, LLC, a Delaware limited liability company, as the general partner, and the Limited Partners as limited partners, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Securities Purchase Agreement.

RECITALS:

WHEREAS, the Partnership was formed as a limited partnership in accordance with the Delaware Act on December 21, 2016; and

WHEREAS, prior to the Effective Date, the Partnership was governed by the Agreement of Limited Partnership of the Partnership, dated December 21, 2016 (the “Original Partnership Agreement”); and

WHEREAS, Xxxxxxx Parent, SN UR Holdings, LLC, a Delaware limited liability company, the General Partner, the Partnership, GSO ST Holdings LP, a Delaware limited partnership (the “Institutional Investor”), GSO ST Holdings Associates LLC, a Delaware limited liability company, SN EF UnSub Holdings, LLC a Delaware limited liability company (the “Xxxxxxx Investor”), and Intrepid Private Equity V-A, LLC, a Delaware limited liability company (the “Intrepid Investor”), are all parties to that certain Amended and Restated Securities Purchase Agreement dated as of February 28, 2017 (the “Securities Purchase Agreement”); and

WHEREAS, pursuant to the Securities Purchase Agreement, (i) each of the Institutional Investor and the Intrepid Investor has severally, but not jointly, agreed to make capital contributions to the Partnership in exchange for Preferred Units to be issued to the Institutional Investor and the Intrepid Investor under the Securities Purchase Agreement and (ii) the Xxxxxxx Investor has agreed to make capital contributions to the Partnership in exchange for Common Units issued to the Xxxxxxx Investor under the Securities Purchase Agreement; and

WHEREAS, as a condition to, and in connection with, the Institutional Investor and the Xxxxxxx Investor making the foregoing capital contributions to the Partnership with respect to the Units to be issued under the Securities Purchase Agreement and this Agreement, the Partners desire to enter into the mutual covenants and agreements set forth in this Agreement and to amend and restate the Original Partnership Agreement as set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

Article I
DEFINITIONS

The following capitalized terms used herein shall have the following meanings:

“Actual Unitary Tax Liability” has the meaning set forth in Section 8.4(b).

“Additional Partner” has the meaning set forth in Section 10.2.

“Additional Preferred Units Notice” has the meaning set forth in Section 3.1(c)(ii).

“Additional Xxxxxxx Activities” has the meaning set forth in Section 6.5(a)(v).

“Adjusted Capital Account” means, as of the end of any Taxable Year, a Person’s Capital Account balance (i) reduced for any items described in Treasury Regulation Section 1.704-l(b)(2)(ii)(d)(4), (5), and (6), and (ii) increased for any amount such Person is obligated to contribute or is treated as being obligated to contribute to the Partnership pursuant to Treasury Regulation Section 1.704-l(b)(2)(ii)(c) (relating to partner liabilities to a partnership) or Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i) (relating to minimum gain).

“Adjusted Resulting Tax Liability” has the meaning set forth in Section 8.4(d).

“Affiliate” of any Person means any other Person, directly or indirectly, Controlling, Controlled by or under common Control with such particular Person. For the purposes of this Agreement, The Blackstone Group, L.P. and all private equity funds, portfolio companies, parallel investment entities, and alternative investment entities owned, managed, or Controlled by The Blackstone Group, L.P. or its Affiliates that are not part of the credit-related businesses of the Blackstone Group L.P. shall not be considered or otherwise deemed to be an “Affiliate” of GSO or its Affiliates that are part of the credit-related businesses of The Blackstone Group L.P., but any fund or account managed, advised or subadvised or Controlled by GSO or its Affiliates within the credit-related businesses of The Blackstone Group L.P. shall be considered an Affiliate of GSO. For the avoidance of doubt, (i) GSO or its Affiliates or any fund or account managed, advised or subadvised by or Controlled by GSO or its Affiliates shall not be considered an Affiliate of the Partnership, and (ii) Affiliates of the Xxxxxxx Investor shall include any member of the Xxxxxxx Group.

“Agreement” means this Amended and Restated Agreement of Limited Partnership, as it may be amended, modified supplemented or restated from time to time in accordance with Section 15.1.

“AMI” means has the meaning set forth in the Joint Development Agreement.

“Anadarko Closing” has the meaning set forth in the Securities Purchase Agreement.

“Annual Statements” has the meaning set forth in Section 5.7(b).

“APC/KM PSA” means that certain Purchase and Sale Agreement among Anadarko E&P Onshore LLC, Xxxx-XxXxx Oil and Gas Onshore LP, SN Maverick, the Partnership and Blackstone Newco, dated January 12, 2017, as it may be amended, modified, supplemented or restated from time to time.

“Approved Counterparty” means any Person that engages as a significant part of its operations in Hedging Arrangements if, at the time such Person enters into Hedging Arrangements with the Partnership, such Person or its credit support provider either (x) has a long term senior unsecured debt rating of at least “BBB-” by Standard & Poor’s Ratings Group, a division of The McGraw Hill Corporation (or any successor thereto), and at least “Baa3” by Xxxxx’x Investor Services, Inc. (or any successor thereto) or (y) is either the “Administrative Agent” (or an Affiliate thereof) or a “Lender” (or an Affiliate thereof) under the Partnership’s then existing credit agreement.

“Available Cash” means, as of any time of determination, an amount equal to the difference between the following items, as determined by the General Partner, in consultation with the Institutional Investor, in its good faith discretion:

(a)all revenues, net cash proceeds from any divestitures, available liquidity (including cash on hand and cash available from committed financing sources), cash amounts received from hedging arrangements, lease bonus payments and other cash or cash equivalent amounts collected or received by the Partnership as of such time, less

(b)the sum of (i) the accrued and projected payments, costs and expenses of the Partnership to be paid by the Partnership as of such time, including such payments, costs and expenses in respect of operating and capital costs and expenses (including payments owed under the MSA), (ii) debt service costs in respect of the next six months, including, to the extent the General Partner determines in good faith that it is necessary to reserve cash therefor, any repayments of the principal amounts of any Indebtedness of the Partnership (including all fees, penalties or make-wholes in respect thereof) and losses from hedging arrangements, (iii) other current liabilities incurred by the Partnership as of such time and (iv) any other amounts in respect of which the General Partner established as a reserve to cover reasonably anticipated future payments in respect of the Partnership’s businesses not to exceed $10,000,000 in the aggregate.

“Base Preferred Return Amount” means, at any time of determination, an amount of cash Distributions that would be required to be made to the Preferred Partners in respect of each Preferred Unit then outstanding equal to the greater of (i) the amount required to cause the IRR with respect to each Preferred Unit to be equal to fourteen percent (14.0%) and (ii) the amount required to cause the Return on Investment with respect to each such Preferred Unit to be equal to the product of (x) 1.5 multiplied by (y) the Preferred Unit Purchase Price, each such figure to be determined inclusive of all cash Distributions previously made to the Preferred Partners (or if any such Preferred Unit has been Transferred since the Effective Date by the predecessor owner(s) of such Transferred Preferred Units) in respect of such Preferred Units, other than Excluded Amounts.

“Basic Documents” has the meaning assigned to such term in the Securities Purchase Agreement.

“Blackstone Newco” means Xxxxxx Production, LLC.

“Board” means the board of directors of the General Partner.

“Book Value” means, with respect to any asset of the Partnership, the asset’s adjusted basis for federal income tax purposes, except that the Book Value of all assets of the Partnership may be adjusted to equal their respective Fair Market Values, in accordance with the rules set forth in Treasury Regulations Section 1.704-1(b)(2)(iv)(f) immediately prior to: (i) the date of the acquisition of any additional Interest by any new or existing Partner; (ii) the date of the distribution of more than a de minimis amount of assets of the Partnership to a Partner; (iii) the date an Interest is relinquished to the Partnership; provided, however, that adjustments pursuant to clauses (i), (ii) and (iii) above shall be made only if the General Partner reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Partners. The Book Values of any asset contributed (or deemed contributed under Treasury Regulations Section 1.704-l(b)(l)(iv)) by a Partner to the Partnership will be the Fair Market Value of the asset at the date of its contribution thereto.

“Business Day” means any day other than a Saturday, Sunday or a day on which commercial banks are authorized or required to close in Houston, Texas.

“Capital Account” means the capital account maintained for a Limited Partner pursuant to Section 3.2.

“Capital Contributions” means the aggregate dollar amounts of any cash, cash equivalents, promissory obligations (but only to the extent issued and repaid prior to the date hereof), or the Fair Market Value of other property which a Partner contributes or is deemed to have contributed to the Partnership with respect to any Unit pursuant to Section 3.1.

“Certificate of Limited Partnership” means the Certificate of Limited Partnership of the Partnership as filed with the Secretary of State of the State of Delaware, as the same may be amended, supplemented or restated from time to time.

“Certificated Units” has the meaning set forth in Section 3.1(a).

“Change of Control” has the meaning set forth in the Indenture.

“Citi” means Citigroup Global Markets Inc., Citibank, N.A., Citicorp USA, Inc., Citicorp North America, Inc. or any of their respective affiliates, as may be applicable.

“Class A Member” has the meaning set forth in the GP LLC Agreement.

“Class A Units” has the meaning set forth in the GP LLC Agreement.

“Class B Member” has the meaning set forth in the GP LLC Agreement.

“Code” means the United States Internal Revenue Code of 1986, as amended from time to time.

“Combined Reporting Partner” has the meaning set forth in Section 8.4(a).

“Common Partner” means any Partner holding Common Units with regard to such Person’s particular Interest designated as Common Units.

“Common Unit” means all outstanding Units with the rights, preferences, powers, restrictions, qualifications and limitations ascribed to Common Units as set forth in this Agreement, which include, for the purposes of clarity, the Common Units purchased on the Effective Date pursuant to the Securities Purchase Agreement (it being understood that in no instance shall any Preferred Unit be designated as a Common Unit).

“Confidential Information” has the meaning set forth in Section 6.6.

“Consolidated Total Net Leverage Ratio” has the meaning assigned to such term in the Credit Agreement.

“Control” mean the possession, directly or indirectly, of the power to direct, or cause the direction of, the management and policies of a Person whether through the ownership of voting securities, by contract or otherwise. The terms “Controlled” and “Controlling” shall have correlative meanings.

“Credit Agreement” means the credit agreement governing the senior secured, first-lien, reserve-based revolving credit facility, among the Partnership, as borrower, and JPMorgan Chase Bank, N.A. and Citi, as joint lead arrangers and joint book runners, JPMorgan Chase Bank, N.A. as administrative agent, and JPMorgan Chase Bank, N.A., Citi and the syndicate of banks and financial institutions named therein as the lenders, as amended or modified from time to time.

“Credit Agreement Agent” means the administrative agent under the Credit Agreement or a Replacement Credit Agreement.

“Delaware Act” means the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. § 17-101, et seq., as it may be amended from time to time, and any successor to the Delaware Act.

“Director” means a Director on the Board.

“Disposition Transaction” means: (i) a Transfer of more than fifty percent (50%) of the Common Units of the Partnership in a single transaction or series of related transactions; (ii) any consolidation or merger of the Partnership with or into any other corporation or other entity, or any other reorganization (including, without limitation, any conversion, transfer, or domestication of the Partnership) in a single transaction or series of related transactions, in which the Partners of the Partnership immediately prior to such consolidation, merger or

reorganization own equity of the entity surviving such merger, consolidation or reorganization representing less than fifty percent (50%) of the Common Units immediately after such consolidation, merger or reorganization; or (iii) a sale, lease or other disposition in a single transaction or series of related transactions of more than fifty percent (50%) of the assets (which, for the avoidance of doubt, shall include securities of the Partnership’s Subsidiaries) of the Partnership and its Subsidiaries on a consolidated basis (measured either by book value in accordance with GAAP or by Fair Market Value). For the avoidance of doubt, a Sale Transaction (as such term is defined in Section 4.5 of the JDA) shall be a Disposition Transaction subject to the terms of this Agreement and the GP LLC Agreement, including Section 5.7(b) and Section 9.4 of the GP LLC Agreement.

“Distribution” means each distribution made by the Partnership to a Limited Partner, whether in cash, property or securities of the Partners and whether by liquidating distribution, redemption, repurchase or otherwise; provided, that none of the following shall be a Distribution: (i) any pro rata exchange of outstanding securities of the Partnership for newly issued securities of the Partnership, and any subdivision (by Unit split or otherwise) or any combination (by reverse Unit split or otherwise) of any outstanding Units; or (ii) any issuance of Units or other securities by the Partnership as contemplated by the Securities Purchase Agreement or this Agreement.

“Drilling Commitment Agreement” has the meaning set forth in the Securities Purchase Agreement.

“Dual Closing” has the meaning set forth in the Securities Purchase Agreement.

“Effective Date” has the meaning set forth in the preamble to this Agreement.

“Elective Redemption Notice” has the meaning set forth in Section 14.1.

“Equity Interests” means, with respect to any Person, all shares, participations, capital stock, partnership or limited liability company interests, units, participations or similar equity interests issued by such Person, however designated.

“Equity Securities” means (i) Units or other equity interests in the Partnership or its Subsidiaries, (ii) obligations, evidences of Indebtedness or other securities or interests convertible or exchangeable into Units or other equity interests in the Partnership or its Subsidiaries, and (iii) warrants, options or other rights to purchase or otherwise acquire Units or other equity interests in the Partnership or its Subsidiaries.

“Event of Withdrawal” has the meaning set forth in Section 5.3(a).

“Excluded Amounts” means (i) any Distributions on Preferred Units that are accrued (i.e., any Distributions that increase Unpaid Amounts), (ii) any payments made to the Institutional Investor or any other Preferred Partner or any of their respective Affiliates with respect to the Warrants or Xxxxxxx Shares, (iii) commitment fees, transaction fees, monitoring fees, expense reimbursements, or management fees received by the Institutional Investor or any other Preferred Partner or any of their respective Affiliates and (iv) the Warrants or the Xxxxxxx Shares.

“Exit Transaction” has the meaning set forth in Section 14.3(a).

“Exit Transaction Consideration” has the meaning set forth in Section 14.3(f).

“Fair Market Value” means, with respect to any asset or equity interest, its fair market value determined according to Article XIII.

“Family” means (i) an individual, (ii) such individual’s spouse, (iii) any other natural person who is related to such individual or such individual’s spouse within the second degree of kinship and (iv) any other natural person who has been adopted by such individual.

“Final Cash Redemption Amount” has the meaning set forth in Section 14.2.

“FIRPTA” means the Foreign Investment in Real Property Tax Act of 1980.

“Fiscal Period” means any interim accounting period within a Taxable Year established by the General Partner and which is permitted or required by Code Section 706.

“Fiscal Quarter” means each calendar quarter ending March 31, June 30, September 30 and December 31, or such other quarterly accounting period as may be established by the General Partner. It is understood and agreed that the first Fiscal Quarter shall be deemed the period of time commencing on the Effective Date and concluding on the date that is the last day of the Fiscal Quarter during which the Effective Date occurs.

“Fiscal Year” means the calendar year ending on December 31, or such other annual accounting period as may be established by the General Partner.

“Fund Indemnified Persons” has the meaning set forth in Section 6.3(b).

“Fund Indemnitors” has the meaning set forth in Section 6.3(b).

“GAAP” means United States generally accepted accounting principles, consistently applied and as in effect from time to time.

“General Partner” means SN EF UnSub GP, LLC, a Delaware limited liability company, and its successors and permitted assigns that are admitted to the Partnership as a general partner of the Partnership, in their capacities as general partner of the Partnership (except as the context otherwise requires).

“General Partner Interest” means the non-economic management interest of the General Partner in the Partnership (in its capacity as a general partner without reference to any limited partner interest that it may hold) and includes any and all rights, powers and benefits to which the General Partner is entitled as provided in this Agreement, together with all obligations of the General Partner to comply with the terms and provisions of this Agreement. The General Partner Interest does not include any rights to profits or losses or any rights to receive distributions from operations or upon the liquidation or winding-up of the Partnership.

“Governmental Authority” means any federal, state, municipal, national or other government, governmental department, commission, board, bureau, court, agency or instrumentality or political subdivision thereof or any entity or officer exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to any government or any court, in each case whether associated with a state of the United States of America, the United States of America or a foreign entity or government.

“GP LLC Agreement” means that certain Amended and Restated Limited Liability Company Agreement of the General Partner, dated as of the Effective Date, by and among the General Partner, SN UR Holdings, LLC and GSO ST Holdings Associates LLC, as amended from time to time.

“GSO” means GSO Capital Partners LP, a Delaware limited partnership.

“GSO Funds” has the meaning assigned to such term in the Securities Purchase Agreement.

“Hedging Arrangement” means any commodity hedging transaction pertaining to crude oil and natural gas, whether in the form of a swap agreement, option to acquire or dispose of a futures contract, whether on an organized commodities exchange or otherwise, or similar type of financial transaction.

“HSR Act” means the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended from time to time.

“Hydrocarbons Marketing Agreement” means the Hydrocarbons Purchase and Marketing Agreement, dated as of January 12, 2017, between SN EF Maverick, LLC and the Partnership.

“Indebtedness” means, with respect to any specified Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for a deferred purchase price (other than trade payables incurred in the ordinary course of such Person’s business, consistent with past practice), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all obligations of such Person under capital leases, (e) all obligations of such Person, contingent or otherwise, as an account party or applicant under or in respect of acceptances, letters of credit, surety bonds or similar arrangements, regardless of whether drawn, (f) all obligations of such Person created or arising under any conditional sale or title retention agreement, (g) the liquidation value or redemption price, as the case may be, of all preferred or redeemable stock of such Person, (h) all net obligations of such Person payable under any rate, currency, commodity or other swap, option or derivative agreement, (i) all obligations secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien on property owned by such Person, regardless of whether such Person has assumed or become liable for the payment of such obligation and (j) all obligations of others guaranteed by such Person.

“Indenture” means that certain Indenture, dated as of June 27, 2014, among Xxxxxxx Parent, the subsidiary guarantors named therein and U.S. Bank National Association, as trustee, as amended or supplemented on or prior to the date hereof, but without giving effect to any amendment or supplement entered into after the date hereof and regardless of whether the Indenture remains in effect.

“Indemnified Person” has the meaning set forth in Section 6.3(a).

“Independent Director” has the meaning assigned to such term in the GP LLC Agreement.

“Initial Reserve Report” has the meaning assigned to such term in the Credit Agreement.

“Institutional Investor” has the meaning set forth in the recitals to this Agreement.

“Interest” means, with respect to any Partner (or other holder of Units if such holder is not a Partner) as of any time, such Person’s limited partner interest in the Partnership, suc

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Amended and Restated SECURITIES PURCHASE AGREEMENT by and among SANCHEZ ENERGY CORPORATION, SN UR HOLDINGS, LLC SN EF UNSUB GP, LLC SN EF UNSUB, LP, SN EF UnSub Holdings, LLC, GSO ST HOLDINGS ASSOCIATES LLC, GSO ST HOLDINGS LP, And Intrepid Private...