Common use of EXCULPATION PROVISIONS Clause in Contracts

EXCULPATION PROVISIONS. 64 Annex 1 - List of Commitments Exhibit A - Form of Committed Note Exhibit B - Form of Competitive Note Exhibit C - Form of Competitive Bid Request Exhibit D - Form of Notice to Lenders of Competitive Bid Request Exhibit E - Form of Competitive Bid Exhibit F - Form of Competitive Bid Administration Questionnaire Exhibit G - Form of Borrowing, Continuation and Conversion Request Exhibit H - Form of Compliance Certificate Exhibit I - Form of Legal Opinion of Counsel for the Company Exhibit J - Form of Legal Opinion of Counsel for the Designated Subsidiary Exhibit K - Form of Assignment Agreement Exhibit L - Form of Notice of Designation of Designated Subsidiaries Exhibit M - Form of Permitted Subordinated Debt Subordination Provisions Exhibit N - Form of Legal Opinion of Counsel for the Subsidiary Guarantor Schedule 1.02 - Capital and Operating Lease Obligations Schedule 7.02 - Liabilities Schedule 7.03 - Litigation Schedule 7.09 - Taxes Schedule 7.10 - Titles, etc. Schedule 7.14 - Subsidiaries and Partnerships Schedule 7.17 - Environmental Matters THIS CREDIT AGREEMENT dated as of May 1, 1995 is among: ENSERCH EXPLORATION, INC., a corporation formed under the laws of the State of Texas (the "Company"); each of the lenders that is a signatory hereto or which becomes a signatory hereto as provided in Section 12.06 (individually, together with its successors and assigns, a "Lender" and, collectively, the "Lenders"); TEXAS COMMERCE BANK NATIONAL ASSOCIATION, a national banking association (in its individual capacity, "TCB"), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the "Administrative Agent"); CHEMICAL BANK, a New York banking corporation (in its individual capacity, "Chemical"), as auction agent for the Lenders (in such capacity, together with its successors in such capacity, the "Auction Agent"); and THE CHASE MANHATTAN BANK, N.A., a national association (in its individual capacity, "Chase"), as syndication agent for the Lenders (in such capacity, together with its successors in such capacity, the "Syndication Agent").

EXCULPATION PROVISIONS. 64 109 Section 12.14 Collateral Matters; Swap Agreements. 109 Section 12.15 No Third Party Beneficiaries. 109 Section 12.16 USA Patriot Act Notice. 109 Section 12.17 Amendment and Restatement. 110 Section 12.18 No General Partner’s Liability for Credit Facility. 110 Section 12.19 Acknowledgement and Consent to Bail-In of Affected Financial Institutions. 111 Section 12.20 Acknowledgement Regarding Any Supported QFCs. 111 Section 12.21 RELEASE. 112 Annex 1 - List of Commitments I Revolving Loan Commitment Amounts Annex II Term Loan Commitment Amounts Exhibit A - A-1 Form of Committed Revolving Note Exhibit A-2 Form of Term Note Exhibit B - Form of Competitive Note Exhibit C - Form of Competitive Bid Request Exhibit D - Form of Notice to Lenders of Competitive Bid Request Exhibit E - Form of Competitive Bid Exhibit F - Form of Competitive Bid Administration Questionnaire Exhibit G - Form of Borrowing, Continuation and Conversion Request Exhibit H - Form of Compliance Certificate Exhibit I - Form of Legal Opinion of Counsel for the Company C Security Instruments Exhibit J - Form of Legal Opinion of Counsel for the Designated Subsidiary Exhibit K - D Form of Assignment Agreement and Assumption Exhibit L - E Form of Borrowing Request Exhibit F Form of Interest Election Request Exhibit G [Intentionally Omitted] Exhibit H [Intentionally Omitted] Exhibit I Form of Notice of Designation Letter of Designated Subsidiaries Exhibit M - Form of Permitted Subordinated Credit Request Schedule 7.05 Litigation Schedule 7.06 Environmental Matters Schedule 7.11 Material Debt Subordination Provisions Exhibit N - Form of Legal Opinion of Counsel for the Subsidiary Guarantor Schedule 1.02 - Capital and Operating Lease Other Obligations Schedule 7.02 - Liabilities 7.14 Subsidiaries Schedule 7.03 - Litigation 7.20 Deposit Accounts; Securities Accounts Schedule 7.09 - Taxes Schedule 7.10 - Titles, etc. Schedule 7.14 - Subsidiaries and Partnerships Schedule 7.17 - Environmental Matters 7.22 Swap Agreements; Swap Transactions THIRD AMENDED AND RESTATED CREDIT AGREEMENT THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 1March 31, 1995 2015, is among: ENSERCH EXPLORATION, INC.by and among Evolve Transition Infrastructure LP (formerly known as Xxxxxxx Midstream Partners LP), a corporation limited partnership duly formed and existing under the laws of the State of Texas Delaware (the "Company"“Borrower”); , each of the lenders that is a signatory hereto or which becomes a signatory hereto as provided in Section 12.06 (individuallyLenders from time to time party hereto, together with its successors and assigns, a "Lender" and, collectively, the "Lenders"); TEXAS COMMERCE BANK NATIONAL ASSOCIATION, a national banking association Royal Bank of Canada (in its individual capacity, "TCB"“Royal Bank of Canada”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the "“Administrative Agent"); CHEMICAL BANK, a New York banking corporation (in its individual capacity, "Chemical"), ”) and as auction collateral agent for the Lenders (in such capacity, together with its successors in such capacity, the "Auction “Collateral Agent"); and THE CHASE MANHATTAN BANK, N.A., a national association (in its individual capacity, "Chase"”), RBC Capital Markets, as syndication agent for the Lenders (in such capacity, together with its successors in such capacity, the "Syndication Agent")sole lead arranger and bookrunner.

EXCULPATION PROVISIONS. 64 65 Annex 1 I - List of Revolving Credit Commitments Exhibit A A-1 - Form of Committed Revolving Credit Note Exhibit A-2 - Form of Replacement Term Note Exhibit B - Form of Competitive Note Exhibit C - Form of Competitive Bid Request Exhibit D - Form of Notice to Lenders of Competitive Bid Request Exhibit E - Form of Competitive Bid Exhibit F - Form of Competitive Bid Administration Questionnaire Exhibit G - Form of Borrowing, Continuation and Conversion Request Exhibit H C - Form of Compliance Certificate Exhibit I D-1 - Form of Legal Opinion of Counsel for the Company Xxxxxxxx & Xxxxxx Exhibit J D-2 - Form of Legal Opinion of Illinois Counsel for the Designated Subsidiary Exhibit K D-3 - Form of Legal Opinion of Wyoming Counsel Exhibit E - List of Security Instruments Exhibit F - Form of Assignment Agreement Exhibit L G-1 - Form of Notice Replacement Letter of Designation of Designated Subsidiaries Exhibit M - Form of Permitted Subordinated Debt Subordination Provisions Exhibit N - Form of Legal Opinion of Counsel for the Subsidiary Guarantor Schedule 1.02 - Capital and Operating Lease Obligations Credit Schedule 7.02 - Liabilities Schedule 7.03 - Litigation Schedule 7.09 - Taxes Schedule 7.10 - Titles, etc. Schedule 7.14 - Subsidiaries and Partnerships Schedule 7.17 - Environmental Matters Schedule 7.19 - Insurance Schedule 7.20 - Hedging Agreements Schedule 7.22 - Material Agreements Schedule 9.01 - Debt Schedule 9.02 - Liens Schedule 9.03 - Investments, Loans and Advances THIS CREDIT AGREEMENT dated as of May 1February 14, 1995 1997 is among: ENSERCH EXPLORATIONXXXXXX XXXXXX OPERATING L.P. "B" (formerly known as Enron Transportation Services, INC.L.P.), a corporation limited partnership formed under the laws of the State of Texas Delaware (the "CompanyBorrower"); each of the lenders that is a signatory hereto or which becomes a signatory hereto as provided in Section 12.06 (individually, together with its successors and assigns, a "Lender" and, collectively, the "Lenders"); TEXAS COMMERCE and FIRST UNION NATIONAL BANK NATIONAL ASSOCIATIONOF NORTH CAROLINA, a national banking association (in its individual capacity, "TCBFirst Union"), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the "Administrative Agent"); CHEMICAL BANK, a New York banking corporation (in its individual capacity, "Chemical"), as auction agent for the Lenders (in such capacity, together with its successors in such capacity, the "Auction Agent"); and THE CHASE MANHATTAN BANK, N.A., a national association (in its individual capacity, "Chase"), as syndication agent for the Lenders (in such capacity, together with its successors in such capacity, the "Syndication Agent").

EXCULPATION PROVISIONS. 64 90 Section 12.14 Existing Credit Agreement................................90 Section 12.15 USA Patriot Act Notice...................................90 Annex 1 - I.. List of Commitments Exhibit A - Form of Committed Note Exhibit B - Form of Competitive Note Exhibit C - Form of Competitive Bid Request Exhibit D - Form of Notice to Lenders of Competitive Bid Request Exhibit E - Form of Competitive Bid Exhibit F - Form of Competitive Bid Administration Questionnaire Exhibit G - Form of Borrowing, Continuation and Conversion Request Exhibit H - Form of Compliance Certificate Exhibit I - C Form of Legal Opinion of Counsel for Ballard Spahr Andrews & Ingersoll, LLP, spxxxxx xxxxxxx xx xxx Borxxxxx xxx the Company Guarantors Exhibit J - D-1 Security Instruments Exhibit D-2 Form of Legal Opinion Guaranty Agreement Exhibit D-3 Form of Counsel for the Designated Subsidiary Pledge - Borrower Exhibit K D-4 Form of Pledge - Nance Exhibit E Form of Assignment Agreement and Assumption Exhibit L - F-1 Form of Notice of Designation of Designated Subsidiaries Commitment Increase Certificate Exhibit M - F-2 Form of Permitted Subordinated Debt Subordination Provisions Exhibit N - Form of Legal Opinion of Counsel for the Subsidiary Guarantor Additional Lender Certificate Schedule 1.02 - Capital and Operating Lease Obligations Schedule 7.02 - Liabilities Schedule 7.03 - 7.05 Litigation Schedule 7.09 - Taxes Schedule 7.10 - Titles, etc. Schedule 7.14 - 7.15 Subsidiaries and Partnerships Partnerships; Non-Material Subsidiaries Schedule 7.17 - Environmental Matters 7.19 Gas Imbalances Schedule 7.20 Marketing Contracts Schedule 7.21 Swap Agreements Schedule 7.24 Material Agreements Schedule 9.05(a) Investments Schedule 9.05(h) Existing Investments (Non-Oil and Gas) THIS AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 1April 7, 1995 2005, is among: ENSERCH EXPLORATION, INC.by and among ST. MARY LAND & EXPLORATION COMPANY, a corporation duly formed under and existixx xxxxx the laws of the State of Texas Delaware (the "CompanyBorrower"); -------- each of the lenders that is a signatory hereto or which becomes a signatory hereto as provided in Section 12.06 (individuallyLenders from time to time party hereto; WACHOVIA BANK, together with its successors and assigns, a "Lender" and, collectively, the "Lenders"); TEXAS COMMERCE BANK NATIONAL ASSOCIATION, a national banking association ASSOCIATION (in its individual capacity, "TCBWachovia"), as administrative agent -------- for the Lenders (in such capacity, together with its successors in such capacity, the "Administrative Agent"); CHEMICAL BANK, a New York banking corporation (in its individual capacity, "Chemical"), as auction agent for the Lenders (in such capacity, together with its successors in such capacity, the "Auction Agent"); and THE CHASE MANHATTAN ) WELLS FARGO BANK, N.A., a national association (in its individual capacityas Syndication -------------------- Agent; and BNP PARIBAS, "Chase")COMERICA BANK-TEXAS, and JPMORGAN CHASE BANK, N.A., as syndication agent for the Lenders (in such capacity, together with its successors in such capacity, the "Syndication Agent").Co-Documentation Agents. The parties hereto agree as follows:

EXCULPATION PROVISIONS. 64 86 ANNEX, EXHIBITS AND SCHEDULES Annex 1 - I -- List of U.S. Commitments and Canadian Subcommitment; Global Commitment Percentages Exhibit A - A-1 -- Form of Committed Conventional Loan Note Exhibit B - A-2 -- Form of Competitive Bid Rate Loan Note Exhibit C - B-1 -- Form of Opinion of Akin, Gump, Strauss, Xxxxx & Xxxx, L.L.P. Exhibit B-2 -- Form of Opinion of Xxxxxxx, Xxxxxxx, Torian, Diaz, McNamera & Xxxxx Exhibit C-1 -- Form of Borrowing Request Exhibit C-2 -- Form of Competitive Bid Request Exhibit D - C-3 -- Form of Notice Bid Loan Quote/Response to Lenders of Competitive Bid Request Exhibit D -- Restricted and Unrestricted Subsidiaries Exhibit E - Form of Competitive Bid -- Partnerships Exhibit F - Form of Competitive Bid Administration Questionnaire -- Loan Documents Exhibit G - Form of Borrowing, Continuation and Conversion Request Exhibit H - Form of Compliance Certificate Exhibit I - Form of Legal Opinion of Counsel for the Company Exhibit J - Form of Legal Opinion of Counsel for the Designated Subsidiary Exhibit K - -- Form of Assignment Agreement Exhibit L - Form and Acceptance Schedule 2.01 -- Assumed Letters of Notice of Designation of Designated Subsidiaries Exhibit M - Form of Permitted Subordinated Debt Subordination Provisions Exhibit N - Form of Legal Opinion of Counsel for the Subsidiary Guarantor Schedule 1.02 - Capital and Operating Lease Obligations Schedule 7.02 - Liabilities Credit Schedule 7.03 - -- Litigation Schedule 7.09 - Taxes Schedule 7.10 - Titles, etc. Schedule 7.14 - Subsidiaries and Partnerships Schedule 7.17 - 7.18 -- Environmental Matters THIS CREDIT AGREEMENT Schedule 7.21 -- Risk Management Agreements Schedule 7.22 -- Gas Imbalances This Amended And Restated Global Credit Agreement dated as of May 1July 8, 1995 1998 is among: ENSERCH EXPLORATIONOcean Energy, INC.Inc., a corporation formed duly organized and validly existing under the laws of the State state of Texas Delaware (the "Company"); each of the lenders financial institutions that is now or hereafter a signatory hereto or which becomes a signatory hereto as provided in Section 12.06 (individually, together with its successors and assigns, a "Lender" and, collectively, the "Lenders"); TEXAS COMMERCE BANK NATIONAL ASSOCIATIONChase Bank of Texas, a national banking association (in its individual capacity, "TCB")National Association, as administrative agent Administrative Agent for the Lenders (in such capacity, together with its successors in such capacity, the "Administrative Agent"); CHEMICAL BANK, a Xxxxxx Guaranty Trust Company Of New York banking corporation (in its individual capacity, "Chemical")York, as auction agent Syndication Agent for the Lenders (in such capacity, together with its successors in such capacity, the "Auction Agent"); and THE CHASE MANHATTAN BANK, N.A., a national association (in its individual capacity, "Chase"), as syndication agent for the Lenders (in such capacity, together with its successors in such capacity, the "Syndication Agent"), Barclays Bank PLC, as Documentation Agent for the Lenders (in such capacity, the "Documentation Agent"), and ABN Amro Bank, N.V., Bank of America National Trust & Savings Association, Paribas, Nationsbank, N.A., Societe Generale, Southwest Agency and Xxxxx Fargo Bank (Texas), N.A., as Co-Agents for the Lenders (in such capacity, the "Co-Agents").

EXCULPATION PROVISIONS. 64 90 Section 12.17 Hedging Agreement Substitution of Collateral................................... 91 Section 12.18 Amendment, Restatement and Rearrangement of Prior Debt......................... 91 Section 12.19 Obligations as Senior Indebtedness; Specified Senior Indebtedness.............. 91 ANNEXES, EXHIBITS AND SCHEDULES Annex 1 I - List of Commitments Percentage Shares and Maximum Credit Amounts Exhibit A A-1 - Form of Committed Tranche A Note Exhibit A-2 - Form of Tranche B Note Exhibit B - Form of Competitive Note Exhibit C - Form of Competitive Bid Request Exhibit D - Form of Notice to Lenders of Competitive Bid Request Exhibit E - Form of Competitive Bid Exhibit F - Form of Competitive Bid Administration Questionnaire Exhibit G - Form of Borrowing, Continuation and Conversion Request Exhibit H C - Form of Compliance Certificate Exhibit I D - Form List of Legal Opinion of Counsel for the Company Security Instruments Exhibit J - Form of Legal Opinion of Counsel for the Designated Subsidiary Exhibit K E-1 - Form of Assignment Agreement - Tranche A Exhibit L E-2 - Form of Notice of Designation of Designated Subsidiaries Exhibit M Assignment Agreement - Form of Permitted Subordinated Debt Subordination Provisions Exhibit N - Form of Legal Opinion of Counsel for the Subsidiary Guarantor Schedule 1.02 - Capital and Operating Lease Obligations Tranche B Schedule 7.02 - Liabilities Schedule 7.03 - Litigation Schedule 7.09 - Taxes Schedule 7.10 - Titles, etc. Schedule 7.14 - Subsidiaries and Partnerships Schedule 7.17 - Environmental Matters Schedule 7.19 - Insurance Schedule 7.20 - Hedging Agreements Schedule 7.22 - Material Agreements Schedule 7.23 - Gas Imbalances Schedule 9.01 - Debt Schedule 9.02 - Liens Schedule 9.03 - Investments, Loans and Advances THIS FIRST AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 1June 30, 1995 2002, is among: ENSERCH EXPLORATION, INC.among CALLON PETROLEUM COMPANY, a corporation formed under the laws of the State Xxxxx of Texas Delaware (the "CompanyBorrower"); each of the lenders that is a signatory hereto or which becomes a signatory hereto as provided in Section 12.06 (individually, together with its successors and assigns, a "Lender" and, collectively, the "Lenders"); TEXAS COMMERCE BANK WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association (in its individual capacity, "TCBWachovia"), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the "Administrative Agent"); CHEMICAL BANK, a New York banking corporation (in its individual capacity, "Chemical"), as auction agent for the Lenders (in such capacity, together with its successors in such capacity, the "Auction Agent"); ) and THE CHASE MANHATTAN BANKUNION BANK OF CALIFORNIA, N.A., a national association as documentation agent (in its individual capacity, "Chase"), as syndication agent for the Lenders (in such capacity, together with its successors in such capacity, the "Syndication Documentation Agent").

EXCULPATION PROVISIONS. 64 82 Section 12.18 Arbitration...........................................................................82 ANNEXES, EXHIBITS AND SCHEDULES Annex 1 I - List of Commitments Percentage Shares and Maximum Credit Amounts Exhibit A - Form of Committed Revolving Credit Note Exhibit B - Form of Competitive Note Exhibit C - Form of Competitive Bid Request Exhibit D - Form of Notice to Lenders of Competitive Bid Request Exhibit E - Form of Competitive Bid Exhibit F - Form of Competitive Bid Administration Questionnaire Exhibit G - Form of Borrowing, Continuation and Conversion Request Exhibit H C - Form of Compliance Certificate Exhibit I D - Form List of Legal Opinion of Counsel for the Company Security Instruments Exhibit J - Form of Legal Opinion of Counsel for the Designated Subsidiary Exhibit K E - Form of Assignment Agreement Exhibit L F - Form of Notice of Designation of Designated Subsidiaries Intentionally Deleted Exhibit M G - Form of Permitted Subordinated Debt Subordination Provisions Joinder Agreement Exhibit N H - Form of Legal Opinion of Counsel for the Subsidiary Guarantor Schedule 1.02 - Capital and Operating Lease Obligations Guaranty Agreement Schedule 7.02 - Liabilities Schedule 7.03 - Litigation and Judgments Schedule 7.09 - Taxes Schedule 7.10 - Titles, etc. Schedule 7.14 - Subsidiaries and Partnerships Subsidiaries, Partnerships, Locations, Jurisdictions, Taxpayer I.D. Numbers Schedule 7.17 - Environmental Matters Schedule 7.19 - Insurance Schedule 7.20 - Hedging Agreements Schedule 7.22 - Material Agreements Schedule 7.24 - Gas Imbalances Schedule 7.27 - Name Changes Schedule 7.28 - Guarantors Tax I.D. Numbers and State of Formation Schedule 9.01 - Debt Schedule 9.02 - Liens Schedule 9.03 - Investments, Loans and Advances CREDIT AGREEMENT THIS CREDIT AGREEMENT dated as of May 1July 15, 1995 2005 is among: ENSERCH EXPLORATION, among CRIMSON EXPLORATION INC., a Delaware corporation formed under the laws of the State of Texas Delaware (the "CompanyBorrower"); each of the lenders that is a signatory hereto or which becomes a signatory hereto as provided in Section 12.06 (individually, together with its successors and assigns, a "Lender" and, collectively, the "Lenders"); TEXAS COMMERCE BANK and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association assocxxxxxn (in its individual capacity, "TCBWells Fargo"), as administrative agent Agent for the Lenders (in such capacity, together with togethxx xxth its successors in such capacity, the "Administrative Agent"); CHEMICAL BANK, a New York banking corporation (in its individual capacity, "Chemical"), as auction agent for the Lenders (in such capacity, together with its successors in such capacity, the "Auction Agent"); and THE CHASE MANHATTAN BANK, N.A., a national association (in its individual capacity, "Chase"), as syndication agent for the Lenders (in such capacity, together with its successors in such capacity, the "Syndication Agent").

EXCULPATION PROVISIONS. 64 Annex 1 - List of Commitments 73 Section 12.18 Confidentiality.......................................................................73 SECTION 12.19 NO ORAL AGREEMENTS....................................................................74 -iii- EXHIBITS AND SCHEDULES Exhibit A - Form of Committed Note Letter of Credit Agreement -- Issuing Bank Exhibit B - Form of Competitive Revolving Credit Note Exhibit C - Form of Competitive Bid Request Compliance Certificate Exhibit D - Form of Notice to Lenders of Competitive Bid Request Opinion Exhibit E - Form of Competitive Bid Exhibit F - Form of Competitive Bid Administration Questionnaire Exhibit G - Form of Borrowing, Continuation and Conversion Request Form Exhibit H - Form of Compliance Certificate Exhibit I - Form of Legal Opinion of Counsel for the Company Exhibit J - Form of Legal Opinion of Counsel for the Designated Subsidiary Exhibit K F - Form of Assignment Agreement and Assumption Exhibit L G - Form of Notice Guaranty Agreement Schedule 1.02(b) - Existing Letters of Designation of Designated Subsidiaries Exhibit M Credit Schedule 2.01 - Form of Permitted Subordinated Debt Subordination Provisions Exhibit N - Form of Legal Opinion of Counsel for the Subsidiary Guarantor Schedule 1.02 - Capital and Operating Lease Obligations Schedule 7.02 - Liabilities Commitments Schedule 7.03 - Litigation Schedule 7.09 - Taxes and Liabilities Schedule 7.10 - Titles, etc. Disclosure of Liens other than Excepted Liens Schedule 7.14 - Listing of Subsidiaries and Partnerships Schedule 7.17 7.16 - Gas Imbalances Schedule 7.18 - Environmental Matters Schedule 7.21 - Insurance Schedule 7.22 - Credit Agreements, Etc. Schedule 9.01 - Debt not reflected in Financial Statements Schedule 9.05 - Permitted Investments Schedule 9.18 - Hedging Agreements -iv- THIS CREDIT AGREEMENT dated as of May 1July 15, 1995 2002, is among: ENSERCH EXPLORATION, INC.among THE HOUSTON EXPLORATION COMPANY, a corporation formed duly organized and validly existing under the laws of the State of Texas Delaware (the "Company"); each of the lenders financial institutions that is a signatory hereto now or which hereafter becomes a signatory hereto as provided in Section 12.06 (individually, together with its their respective successors and or assigns, individually, a "Lender" and, collectively, the "Lenders"); TEXAS COMMERCE BANK WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association (in its individual capacity, "TCB")Individually, as administrative agent Issuing Bank and as Administrative Agent for the Lenders (in such latter capacity, together with its successors in such capacity, the "Administrative Agent"); CHEMICAL THE BANK OF NOVA SCOTIA and FLEET NATIONAL BANK, a New York banking corporation as Co-Syndication Agents (in its individual such capacity, together with their respective successors in such capacity, collectivelty the "ChemicalSyndication Agents"); and BNP PARIBAS, as auction agent for the Lenders Documentation Agent (in such capacity, together with its successors in such capacity, the "Auction Agent"); and THE CHASE MANHATTAN BANK, N.A., a national association (in its individual capacity, "Chase"), as syndication agent for the Lenders (in such capacity, together with its successors in such capacity, the "Syndication Documentation Agent").

EXCULPATION PROVISIONS. 64 86 SECTION 12.14 NO THIRD PARTY BENEFICIARIES........................................ 86 SECTION 12.15 USA PATRIOT ACT NOTICE.............................................. 86 SECTION 12.16 AMENDMENT AND RESTATEMENT OF EXISTING CREDIT AGREEMENT.............. 86 ANNEXES, EXHIBITS AND SCHEDULES Annex 1 - List I Commitments Annex II Terms of Commitments Subordination Exhibit A - Form of Committed Note Exhibit B - B-1 Form of Competitive Note Borrowing Request Exhibit B-2 Notice of Commitment Increase Exhibit C - Form of Competitive Bid Interest Election Request Exhibit D - Form of Notice to Lenders of Competitive Bid Request Exhibit E - Form of Competitive Bid Exhibit F - Form of Competitive Bid Administration Questionnaire Exhibit G - Form of Borrowing, Continuation and Conversion Request Exhibit H - Form of Compliance Certificate Exhibit I - E-1 Form of Legal Opinion of Counsel for Xxxxxx Xxxxxxx Law Firm L.L.C., special counsel to the Company Borrower Exhibit J - E-2 Form of Legal Opinion of Local Counsel for the Designated Subsidiary Exhibit K - F-1 Security Instruments Exhibit F-2 Form of Guaranty and Collateral Agreement Exhibit G Form of Assignment Agreement Exhibit L - Form of Notice of Designation of Designated Subsidiaries Exhibit M - Form of Permitted Subordinated Debt Subordination Provisions Exhibit N - Form of Legal Opinion of Counsel for the Subsidiary Guarantor and Assumption Schedule 1.02 - Capital and Operating Lease Obligations Schedule 7.02 - Liabilities Schedule 7.03 - 7.05 Litigation Schedule 7.09 - Taxes Schedule 7.10 - Titles, etc. Schedule 7.14 - 7.15 Subsidiaries and Partnerships Partnerships; Unrestricted Subsidiaries Schedule 7.17 - Environmental Matters 7.19 Gas Imbalances Schedule 7.20 Marketing Contracts Schedule 7.21 Swap Agreements Schedule 9.05 Investments THIS CREDIT AMENDED AND RESTATED SECOND LIEN TERM LOAN AGREEMENT dated as of May 1July 28, 1995 2005, is among: ENSERCH EXPLORATION, INC.Petrohawk Energy Corporation, a corporation duly formed and existing under the laws of the State of Texas Delaware (the "CompanyBorrower"); each of the lenders that is a signatory hereto or which becomes a signatory hereto as provided in Section 12.06 (individually, together with its successors Lenders from time to time party hereto; and assigns, a "Lender" and, collectively, the "Lenders"); TEXAS COMMERCE BANK NATIONAL ASSOCIATION, a national banking association BNP Paribas (in its individual capacity, "TCBBNP Paribas"), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the "Administrative Agent"); CHEMICAL BANK, a New York banking corporation (in its individual capacity, "Chemical"), as auction agent for the Lenders (in such capacity, together with its successors in such capacity, the "Auction Agent"); and THE CHASE MANHATTAN BANK, N.A., a national association (in its individual capacity, "Chase"), as syndication agent for the Lenders (in such capacity, together with its successors in such capacity, the "Syndication Agent").

EXCULPATION PROVISIONS. 64 83 ---------------------- ANNEX, EXHIBITS AND SCHEDULES Annex 1 I - List of U.S. Commitments and Canadian Subcommitment; Global Commitment Percentages Exhibit A A-1 - Form of Committed Conventional Loan Note Exhibit B A-2 - Form of Bid Rate Loan Note Exhibit B-1 - Form of Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P. Exhibit B-2 - Form of Opinion of Onebane, Bernard, Torian, Diaz, McNamerx & Xbelx Xxhibit C-1 - Form of Borrowing Request Exhixxx X-0 - Form of Competitive Note Bid Reqxxxx Exhibit C C-3 - Form of Bid Loan Quote/Response to Competitive Bid Request Exhibit D - Form of Notice to Lenders of Competitive Bid Request Restricted and Unrestricted Subsidiaries Exhibit E - Form of Competitive Bid Partnerships Exhibit F - Form of Competitive Bid Administration Questionnaire Loan Documents Exhibit G - Form of Borrowing, Continuation Assignment and Conversion Request Acceptance Exhibit H - Form of Compliance Certificate Exhibit I Master Release Schedule 2.01 - Form Assumed Letters of Legal Opinion of Counsel for the Company Exhibit J - Form of Legal Opinion of Counsel for the Designated Subsidiary Exhibit K - Form of Assignment Agreement Exhibit L - Form of Notice of Designation of Designated Subsidiaries Exhibit M - Form of Permitted Subordinated Debt Subordination Provisions Exhibit N - Form of Legal Opinion of Counsel for the Subsidiary Guarantor Schedule 1.02 - Capital and Operating Lease Obligations Schedule 7.02 - Liabilities Credit Schedule 7.03 - Litigation Schedule 7.09 7.08 - Taxes ERISA Obligations and ERISA Affiliates Schedule 7.10 - Titles, etc. Schedule 7.14 - Subsidiaries and Partnerships Schedule 7.17 7.18 - Environmental Matters Schedule 7.21 - Risk Management Agreements Schedule 7.22 - Gas Imbalances Schedule 9.01 - Debt not reflected in Financial Statements Schedule 9.02 - Liens Schedule 9.03 - Investments, loans or advances not reflected in Financial Statements Schedule 9.10 - Accumulated Funding Deficiencies Schedule 9.16 - Sale Properties THIS GLOBAL CREDIT AGREEMENT dated as of May 1March 27, 1995 1998 is among: ENSERCH EXPLORATIONOCEAN ENERGY, INC., a corporation formed duly organized and validly existing under the laws of the State state of Texas Delaware ("OEI"); OCEAN ENERGY, INC., a corporation duly organized and validly existing under the laws of the state of Louisiana (the "Company"); each of the lenders financial institutions that is now or hereafter a signatory hereto or which becomes a signatory hereto as provided in Section 12.06 (individually, together with its successors and assigns, a "Lender" and, collectively, the "Lenders"); TEXAS COMMERCE CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, a national banking association (in its individual capacity, "TCB"), as administrative agent AS ADMINISTRATIVE AGENT for the Lenders (in such capacity, together with its successors in such capacity, the "Administrative Agent"); CHEMICAL BANK, a New York banking corporation MORGAN GUARANTY TRUST COMPANY OF NEW YORK, AS SYNDICATION AGENT for the Lenders (in its individual capacitysuch caxxxxxx, the "ChemicalSyndication Agent"), as auction agent BARCLAYS BANK PLC, AS DOCUMENTATION AGENT for the Lenders (in such capacity, together with its successors in such capacity, the "Auction Documentation Agent"); , and THE CHASE MANHATTAN ABN AMRO BANK, N.V., BANK OF AMERICA NATIONAL TRUST & SAVINGS ASSOCIATION, BANQUE PARIBAS, NATIONSBANK OF TEXAS, N.A., a national association SOCIETE GENERALE, SOUTHWEST AGENCY AND WELLS FARGO BANK (in its individual capacity, "Chase"TEXAS), as syndication agent N.A., AS CO-AGENTS for the Lenders (in such capacity, together with its successors in such capacity, the "Syndication AgentCo-Agents").

EXCULPATION PROVISIONS. 64 68 Section 12.20 Arbitration.......................................... 68 ANNEXES, EXHIBITS AND SCHEDULES Annex 1 I - List of Commitments Percentage Shares and Maximum Credit Amounts Exhibit A - Form of Committed Subordinate Promissory Note Exhibit B - Form of Competitive Note Exhibit C - Form of Competitive Bid Request Exhibit D - Form of Notice to Lenders of Competitive Bid Request Exhibit E - Form of Competitive Bid Exhibit F - Form of Competitive Bid Administration Questionnaire Exhibit G - Form of Borrowing, Continuation and Conversion Request Exhibit H C - Form of Compliance Certificate Exhibit I D - Form List of Legal Opinion of Counsel for the Company Security Instruments Exhibit J - Form of Legal Opinion of Counsel for the Designated Subsidiary Exhibit K E - Form of Assignment Agreement Exhibit L F - Form of Notice of Designation of Designated Subsidiaries Intentionally Deleted Exhibit M G - Form of Permitted Subordinated Debt Subordination Provisions Joinder Agreement Exhibit N H - Form of Legal Opinion of Counsel for the Subsidiary Guarantor Schedule 1.02 - Capital and Operating Lease Obligations Guaranty Agreement Schedule 7.02 - Liabilities Schedule 7.03 - Litigation and Judgments Schedule 7.09 - Taxes Schedule 7.10 - Titles, etc. Schedule 7.14 - Subsidiaries and Partnerships Subsidiaries, Partnerships, Locations, Jurisdictions, Taxpayer I.D. Numbers Schedule 7.17 - Environmental Matters Schedule 7.19 - Insurance Schedule 7.20 - Hedging Agreements Schedule 7.22 - Material Agreements Schedule 7.24 - Gas Imbalances Schedule 7.27 - Name Changes Schedule 7.28 - Guarantors Tax I.D. Numbers and State of Formation Schedule 9.01 - Debt Schedule 9.02 - Liens Schedule 9.03 - Investments, Loans and Advances SUBORDINATE CREDIT AGREEMENT ---------------------------- THIS SUBORDINATE CREDIT AGREEMENT dated as of May 1August 31, 1995 2006 is among: ENSERCH EXPLORATION, among CRIMSON EXPLORATION INC., a corporation formed under the laws of the State of Texas Delaware (the "CompanyBorrower"); each of the lenders that is a signatory hereto or which becomes a signatory hereto as provided in Section 12.06 (individually, together with its successors and assigns, a "Lender" and, collectively, the "Lenders"); TEXAS COMMERCE BANK NATIONAL ASSOCIATIONand WELLS FARGO ENERGY CAPITAL, INC., a national banking association corporation formed under the xxxx of the State of Texas (in its individual capacity, "TCBWells Fargo"), as administrative agent Agent for the Lenders (in such capacity, together with togetxxx xith its successors in such capacity, the "Administrative Agent"); CHEMICAL BANK, a New York banking corporation (in its individual capacity, "Chemical"), as auction agent for the Lenders (in such capacity, together with its successors in such capacity, the "Auction Agent"); and THE CHASE MANHATTAN BANK, N.A., a national association (in its individual capacity, "Chase"), as syndication agent for the Lenders (in such capacity, together with its successors in such capacity, the "Syndication Agent").