Common use of Documentation Clause in Contracts

Documentation. The Administrative Agent shall have received the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules; (ii) a favorable opinion of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents; (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,

Documentation. The Administrative Agent shall have received the following following, duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent, the Issuing Lender Agent and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a Note; (ii) the Guaranty executed by the Borrower and all Subsidiaries existing on the Closing Date; (iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing Date, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, a Note payable and (C) any other documents, agreements, or instruments necessary to the order of each Lender create, perfect or maintain an Acceptable Security Interest in the amount Collateral; (iv) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties of the Borrower and its CommitmentSubsidiaries; (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, the Guaranties, the Pledge Agreement, the Security Agreementsor additional insured with respect to liability insurance, and Mortgages encumbering at least 80% (by value) of covering the Borrower’s and its Subsidiaries’ Proven Reserves Properties with such insurance carriers, for such amounts and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulescovering such risks as required by Section 5.3; (iivi) a favorable opinion certificate from an authorized officer of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel Borrower dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iii) copies, certified Closing Date stating that as of the such date of this Agreement by a Responsible Officer (A) all representations and warranties of the Borrower of set forth in this Agreement are true and correct in all material respects (A) except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a partytext thereof), (B) the no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waived; (vii) a secretary’s certificate of incorporation of the Borrowerfrom each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) the bylaws of the Borrower organizational documents, and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents; (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Credit Documents to which the Borrower such Person is a party; (vviii) copiescertificates of good standing for each Credit Party in the state in which each such Person is organized, certified as of which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor Closing Date; (ix) legal opinions of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the resolutions of Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Board of Directors Credit Parties, (or C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably acceptable to the Administrative Agent; and (x) such other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,documents, governmental certificates, agreements, and lien searches as any Lender Party may reasonably request.

Documentation. The Administrative Agent shall have received the following duly executed by all the parties theretoand each Lender received, in form and substance satisfactory to it and its counsel, each of the Administrative Agent, the Issuing Lender following duly executed and the Lenders, and, where applicable, in sufficient copies for each Lenderdelivered: (i) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan DocumentsDocuments and Transaction Documents to be executed on the Closing Date (except in each case, and all attached exhibits and schedulesany Loan Document or Transaction Document delivery of which was a Post-Closing Obligation (as defined in the Existing Credit Agreement)); (ii) from each Loan Party which is a favorable opinion of party to any Loan Documents other than the Borrower’sUK Guarantor, its Subsidiaries’ and the Guarantors’ counsel a certificate dated as of the Closing Date executed by two (2) authorized officers, or as the context may require, two (2) directors of such Loan Party (or, with respect to the Japanese Guarantor and the Israeli Guarantor, one such officer or director) certifying and attaching: (A) copies of the Organization Documents of such Loan Party, together with all amendments thereto (including, without limitation, a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified (except in respect of the Israeli Guarantor) as of a recent date not more than thirty (30) days prior to the Closing Date by an appropriate official of this the jurisdiction of organization of such Loan Party which set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction), (B) a copy of the resolutions or written consents (1) of such Loan Party authorizing the borrowings hereunder and the transactions contemplated by the Transaction Documents and the Transaction Documents to which such Loan Party is or will be a party, and (2) of such Loan Party authorizing the execution, delivery and performance by such Loan Party of each Loan Document and Transaction Documents to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith, including, without limitation, in the case of the Borrower, the “Warrants” (as such term was defined in the Initial Credit Agreement), (C) the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document and Transaction Document (in the case of a Borrower, including, without limitation, Notices of Borrowing and all other notices under the Existing Credit Agreement and substantially the other Loan Documents and Transaction Documents) to which such Loan Party is or will be a party and the other documents executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers, (D) [Reserved], (E) with respect to the Borrower and the Loan Parties that are Subsidiaries organized in the form United States or the District of Columbia, a certificate of the attached Exhibit K covering Secretary of State or other appropriate official(s) of the matters discussed jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, in each U.S. state of foreign qualification of such Loan Party certifying as of a recent date not more than fifteen (15) days prior to the Closing Date as to the existence or subsistence in good standing of such Loan Party in such Exhibit jurisdictions, in each case to the extent generally available in such jurisdictions and such (F) in the case of the Israeli Guarantor, a certification from the board of directors that pursuant to sections 256(d) and 282 of the Israeli Companies Law, that all approvals, as required under the Israeli Companies Law (including, without limitation, under sections 255, 270-272 and Section 277 thereof) and the Organization Documents of Israeli Guarantor, had been duly obtained for, amongst other matters as any Lender through things, the Administrative Agent may reasonably requesttransactions contemplated by the Loan Documents and the Transaction Documents; (iii) copieswith respect to the UK Guarantor, certified a certificate dated as of the date of this Agreement Closing Date executed by a Responsible Officer director in usual and customary format in the context of loan transactions in the U.K. as agreed between counsel to the Administrative Agent and counsel to the Borrower certifying and attaching: (A) resolutions of its Board of Directors then in full force and effect (i) authorizing the execution, delivery and performance of each Loan Document and the UK Security Documents to which it is party, (ii) authorizing a specified person or persons on its behalf to sign and/or dispatch all documents and notices to be signed and/or dispatched by it under or in connection with the Loan Documents and the UK Security Documents to which it is a party; and (iii) certifying that the guaranteeing of the obligations of the Borrower would not cause any guaranteeing or similar limit binding on it to be exceeded; (B) a specimen signature of each person authorized by the resolution referred to at (A); (C) resolutions of the resolutions Borrower as the shareholder of UK Guarantor, approving the execution, delivery and performance of each Loan Document and the UK Security Documents to which UK Guarantor is party; (D) resolution of the Board of Directors of the Borrower as the shareholder of UK Guarantor, approving the Loan Documents resolutions of shareholders referred to which the Borrower is a partyat (C); and (E) true, (B) the certificate of incorporation complete and up-to-date copies of the Borrower, (C) the bylaws constitutional documents of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents;UK Guarantor. (iv) certificates of a Responsible Officer evidence of the Borrower certifying insurance coverage and endorsements required by Section 6.13 and the names and true signatures terms of the officers Collateral Documents and such other insurance coverage with respect to the business and operations of the Borrower authorized to sign this Agreement, Loan Parties as the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a partyCollateral Agent may reasonably request; (v) copies, certified as [Reserved]; (vi) evidence of the date of this Agreement by third-party consents listed on Schedule 5.03 to the Existing Credit Agreement; (vii) a Responsible Officer or the secretary or an assistant secretary of each Guarantor of customary legal opinion from (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving D▇▇▇▇▇ & W▇▇▇▇▇▇ LLP, as United States counsel to the Loan Documents Parties; (B) City-Yuwa Partners, as Japanese counsel to which it is a party,the Loan Parties; (C) H▇▇▇▇▇ F▇▇ & N▇▇▇▇▇, as Israeli counsel to the Loan Parties; and (D) R▇▇▇ ▇▇▇▇▇ LLP, as counsel to the Administrative Agent in England and Wales. (viii) the audited financial statements of Borrower and its Subsidiaries for the fiscal year ending December 31, 2019; and (ix) such other documents, evidence and information as the Administrative Agent reasonably required.

Documentation. The On or before the day on which the initial Borrowing is made or the initial Letter of Credit is issued, the Administrative Agent and the Lenders shall have received the following following, each dated on or before such day, duly executed by all the parties thereto, each in form and substance satisfactory to the Administrative Agent, the Issuing Lender Agent and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, Agreement and all attached Exhibits and Schedules; (ii) a Revolving Note payable to the order of each Lender in the amount of its Revolving Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules; (ii) a favorable opinion of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of Swing Line Note payable to the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestSwing Line Lender; (iii) copiesthe Security Agreement, certified together with UCC-1 financing statements and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in the Collateral described therein; (iv) the Pledge Agreement pledging to the Administrative Agent for the benefit of the Secured Parties all of the Equity Interests of the Domestic Subsidiaries of such Loan Party, together with stock certificates, stock powers executed in blank, UCC-1 financing statements and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Equity Interests; (v) a Custodial Agreement executed by the Administrative Agent, the Loan Parties and Custodians selected by the Borrower and approved by the Administrative Agent in its sole discretion; (vi) a certificate dated as of the date of this Agreement by Closing Date from a Responsible Officer of the Borrower of stating that (A) all representations and warranties of such Person set forth in this Agreement and in the other Loan Documents to which it is a party are true and correct; (B) no Default has occurred and is continuing; (C) the conditions in this Section 3.01 to be satisfied by any Loan Party have been met; and (D) the combined Adjusted Consolidated EBITDA of COWS, DDC and their respective Subsidiaries for the period of four fiscal quarters ending on June 30, 2014 is no less than $60,000,000; (vii) copies of the certificate or articles of incorporation or other equivalent organizational documents, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization; (viii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or other equivalent organizational documents of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors or other equivalent body of such Loan Party authorizing the Borrower approving execution, delivery and performance of the Loan Documents to which the Borrower such Loan Party is a partyparty and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or other organizational documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to paragraph (vii) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document, Notices of Borrowing or any other document delivered in connection herewith on behalf of such Loan Party; (ix) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to (viii) above; (x) certificates from the appropriate Governmental Authority certifying as to the good standing, existence and authority of each of the Loan Parties in all jurisdictions where reasonably required by the Administrative Agent; (xi) a favorable opinion dated as of the Closing Date of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel to the Loan Parties; (xii) copies of each of the Transaction Documents certified as of the Closing Date by a Responsible Officer (A) as being true and correct copies of such documents as of the Closing Date, (B) the certificate of incorporation of the Borrower, as being in full force and effect and (C) that no material term or condition thereof shall have been amended, modified or waived after the bylaws execution thereof without the prior written consent of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan DocumentsAdministrative Agent; (ivxiii) certificates a certificate as to coverage under, the insurance policies required by Section 5.06 and the applicable provisions of the Security Documents, which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Administrative Agent as additional insureds in form and substance reasonably satisfactory to the Administrative Agent; and (xiv) a certificate of a Responsible Officer of the Borrower in form and substance satisfactory to the Administrative Agent certifying the names and true signatures calculation of the officers Leverage Ratio as of June 30, 2014 after giving pro forma effect to the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a partyTransactions; (vxv) copiessuch other documents, certified governmental certificates and agreements as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,Administrative Agent may reasonably request.

Documentation. The Administrative Agent shall have received the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender Agent and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, a Note payable to the order of each requesting Lender or its registered assigns in the amount of its Commitment, the Guaranties, the Pledge Guarantee and Collateral Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewithaccount control agreements required pursuant to Section 5.12, and each of the other Loan Documents, and all attached exhibits and schedules; (ii) a favorable opinion of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iii) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of the general partner of the Borrower of (A) the resolutions of the Board members of Directors the general partner of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation formation and the limited partnership agreement of the Borrower, (C) the bylaws certificate of formation and the limited liability company agreement of the Borrower general partner of the Borrower, and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the NoteNotes, and the other Loan Documents; (iviii) certificates of a Responsible Officer the secretary or assistant secretary of the general partner of the Borrower certifying the names and true signatures of the officers of the Borrower or general partner of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (iv) a certificate dated as of the Closing Date from a Responsible Officer of the general partner of the Borrower stating that (A) all representations and warranties set forth in this Agreement and the other Loan Documents are true and correct in all material respects, (B) no Default has occurred and is continuing, and (C) the conditions in this Section 3.01 have been met; (v) copiesappropriate UCC-1 Financing Statements covering the Collateral for filing with the appropriate authorities and any other documents, certified agreements or instruments necessary to create an Acceptable Security Interest in such Collateral; (vi) [reserved]; (vii) the Initial Engineering Report; (viii) stock, membership or partnership certificates required in connection with the Guarantee and Collateral Agreement and stock powers executed in blank for each such stock certificate; (ix) certificates of good standing and existence for each Loan Party in (A) the state, province or territory in which each such Person is organized, and (B) each state, province or territory in which such good standing is necessary, which certificates shall be dated a date not earlier than thirty (30) days prior to the Closing Date; (x) a favorable opinion of the Borrower’s counsel dated as of the date of this Agreement by a Responsible Officer in form and covering such matters as the Administrative Agent may reasonably request; and (xi) such other documents, governmental certificates, agreements and lien searches as the Administrative Agent or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,any Lender may reasonably request.

Documentation. The Administrative Agent shall have received the following following, duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent, the Issuing Lender Agent and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this AgreementAgreement and all attached Exhibits and Schedules and the Notes, a Note if requested by the applicable Lenders, payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulesapplicable Lender; (ii) a favorable opinion of the Borrower’sGuaranty executed by all Subsidiaries existing on the Closing Date, its Subsidiaries’ including Aly Operating, Austin Chalk Corp., and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestAly Centrifuge; (iii) copiesthe Security Agreement executed by each Credit Party, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvalstogether with appropriate UCC-1 financing statements, if any, necessary or desirable for filing with respect the appropriate authorities and any other documents, agreements, or instruments as the Administrative Agent may request which are necessary to this create, perfect or maintain an Acceptable Security Interest in the Collateral described in the Security Agreement, the Note, and the other Loan Documents; (iv) certificates of insurance naming the Administrative Agent as loss payee or additional insured, as applicable, with respect to all insurance policies required by Section 5.3; (v) a Responsible Officer certificate from an authorized officer of the Borrower certifying the names and true signatures dated as of the officers Closing Date stating that as of such date (A) all representations and warranties of the Borrower authorized set forth in this Agreement are true and correct, (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met (with the assumption that, as to sign this Agreementany conditions precedent that are subject to the satisfaction, or at the request of, the NotesAdministrative Agent or the Lenders, Notices of Borrowingthe Administrative Agent and the Lenders are satisfied and have made all necessary or desired requests); (vi) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, Notices of Conversion or Continuation(B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, required to be obtained by such Credit Party with respect to the other Loan Credit Documents to which the Borrower such Person is a party; (vvii) certificates of good standing for each Credit Party in each state in which each such Person is organized or qualified to do business, which certificate shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date; (viii) a legal opinion of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.C. as outside counsel to the Credit Parties in form and substance reasonably acceptable to the Administrative Agent; (ix) copies, certified by a Responsible Officer of the Borrower, of the Centrifuge Acquisition Agreement and other Centrifuge Acquisition Documents, and all exhibits and schedules thereto, together with all amendments, modifications or waivers thereto in effect as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of Agreement; (Ax) the resolutions of Assumption Agreement executed by the Board of Directors Borrower and the Existing Borrower; and (xi) such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,any Lender may reasonably request.

Documentation. The Administrative Agent shall have received counterparts of this Agreement executed by the Borrower, the Guarantors and the Banks, and the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, and, with respect to this Agreement, the Issuing Lender Notes, all Guaranties and the Lenders, and, where applicableEnvironmental Indemnity, in sufficient copies for each Lender:Bank (except for each Note, as to which one original of each shall be sufficient): (i) this Agreement, a Note duly executed by the Borrower and payable to the order of each Lender in Bank that has requested the amount of its Commitmentsame, the all Guaranties, and the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulesEnvironmental Indemnity; (ii) a favorable opinion certificate from the Chief Executive Officer, President or Chief Financial Officer of the Borrower’s, its Subsidiaries’ and Parent on behalf of the Guarantors’ counsel Borrower dated as of the date Closing Date stating that as of the Closing Date (A) all representations and warranties of the Borrower set forth in this Agreement and substantially the Credit Documents are true and correct in all material respects (except to the form extent that any representation or warranty that is qualified by materiality shall be true and correct in all respects); (B) no Default has occurred and is continuing; (C) the conditions in this Section 3.01 have been met or waived in writing; and (D) to the best of the attached Exhibit K covering Borrower’s knowledge there are no claims, defenses, counterclaims or offsets by the matters discussed in such Exhibit Borrower, the Parent and such other matters as any Lender through of their Subsidiaries against the Administrative Agent may reasonably requestBanks under the Credit Documents; (iii) copiesa certificate of the Secretary or an Assistant Secretary of the Parent on behalf of the Borrower, certified each Guarantor, each Subsidiary of the Parent and each general partner or managing member (if any) of each of the foregoing, dated as of the date of this Agreement by a Responsible Officer Closing Date certifying as of the Borrower of Closing Date to the extent applicable (A) the names and true signatures of officers or authorized representatives of the general partner of such Person authorized to sign the Credit Documents to which such Person is a party as general partner of such Person, (B) resolutions of the Board of Directors or the members of the Borrower general partner of such Person approving the Loan Documents to which the Borrower is a party, (B) the certificate transactions herein contemplated and of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvalsand other third party approvals and consents, if any, with respect to this Agreementthe transactions under the Credit Documents and each Credit Document to which it is or is to be a party, (C) a true and correct copy of the Noteorganizational documents of the general partner of such Person, (D) a true and correct copy of the bylaws, operating agreement, partnership agreement or other governing document of such Person, and (E) a true and correct copy of all partnership or other organizational authorizations necessary or desirable in connection with the other Loan Documentstransactions herein contemplated; (iv) certificates of a Responsible Officer certificate of the Borrower certifying the names and true signatures Secretary or an Assistant Secretary of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified Parent dated as of the date Closing Date certifying as of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of Closing Date (A) the resolutions of the Board of Directors (or other applicable governing body) the members of the general partner of such Guarantor Person approving the Loan transactions herein contemplated and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to the transactions under the Credit Documents and each Credit Document to which it is or is to be a party,, (B) the copies of the charter and bylaws of the Parent and any modification or amendment to the articles or certificate of incorporation or bylaws of the Parent made since such date, and (C) that the Parent owns 100% of the general partner interests and at least 70% of the limited partnership interests in the Borrower; (v) a copy of a certificate of the Secretary of State (or equivalent authority) of the jurisdiction of incorporation, organization or formation of each of the Parent, the Borrower and each Guarantor, dated reasonably near (but prior to) the Closing Date, certifying, if and to the extent such certification is generally available for entities of the type of such Person, (A) as to a true and correct copy of the charter, certificate of limited partnership, limited liability company agreement or other organizational document of such Person, and each amendment thereto on file in such Secretary’s office, (B) that (1) such amendments are the only amendments to the charter, certificate of limited partnership, limited liability company agreement or other organizational document, as applicable, of such Person on file in such Secretary’s office, (2) such Person has paid all franchise taxes to the date of such certificate and (C) such Person is duly incorporated, organized or formed and in good standing or presently subsisting under the laws of the jurisdiction of its incorporation, organization or formation; (vi) A copy of a certificate of the Secretary of State (or equivalent authority) of each jurisdiction in which any of the Parent, the Borrower and each Guarantor owns or leases property or in which the conduct of its business requires it to qualify or be licensed as a foreign corporation except where the failure to so qualify or be licensed could not reasonably be expected to result in a Material Adverse Change, dated reasonably near (but prior to) the Closing Date, stating with respect to each such Person that such Person is duly qualified and in good standing as a foreign corporation, limited partnership or limited liability company in such State and has filed all annual reports required to be filed to the date of such certificate; (vii) (A) one or more favorable written opinions of ▇▇▇▇▇▇▇, Diamond and Ash, ▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLP and Hunton & ▇▇▇▇▇▇▇▇ LLP, each special counsel for the Borrower, the Parent, and their Subsidiaries, in a form reasonably acceptable to the Administrative Agent, in each case dated as of the Closing Date and with such changes as the Administrative Agent may approve, and (B) such other legal opinions as the Administrative Agent shall reasonably request, in each case dated as of the Closing Date and with such changes as the Administrative Agent may approve; (viii) in the event the initial Advance is a LIBOR Advance made on the Closing Date, a breakage indemnity letter agreement executed by the Borrower and dated as of the date of the related Notice of Borrowing in form and substance satisfactory to the Administrative Agent; (ix) any information or materials reasonably required by the Administrative Agent or any Bank in order to assist the Administrative Agent or such Bank in maintaining compliance with (i) the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”) and (ii) any applicable “know your customer” or similar rules and regulations; (x) a Compliance Certificate duly executed by a Responsible Officer of the Parent, dated the Closing Date or, if later, the date of the initial Advance, in each case confirming that the Parent is in compliance with the covenants contained in Article VII on such date (including after giving effect to the initial Advance, if any, made on such date); (xi) such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent may reasonably request.

Documentation. The Administrative Agent shall have received the following duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guarantiesif requested by such Lender, the Pledge AgreementGuaranty, the Security AgreementsAgreement, and Mortgages encumbering (A) at least 8095% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and the Oil and Gas Properties in connection therewithrelating thereto, (B) 95% (by value) of the Loan Parties’ other Oil and Gas Properties, and each (C) 100% (by value) of the other Loan Documents, and all attached exhibits and schedulesOriginal Mortgaged Properties; (ii) Transfer Letters executed in blank by the applicable Loan Parties (in such number as requested by the Administrative Agent); (iii) Account Control Agreements to the extent required under Section 6.26; (iv) (A) a favorable opinion of the Borrower’s, its Subsidiaries’ and the GuarantorsLoan Parties’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed (B) local counsel opinions in such Exhibit and such other jurisdictions where Mortgages need to be filed in order to comply with the requirements of Section 5.08, in each case, covering matters as any Lender through the Administrative Agent may reasonably request; (iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents; (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor Loan Party of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor Loan Party approving the Loan Documents to which it is a party,, (B) the partnership agreement, articles or certificate of incorporation, or certificate of formation (as applicable) and the limited liability company agreement, operating agreement, partnership agreement or bylaws (as applicable) of such Loan Party, and (C) all other documents evidencing other necessary corporate action and Governmental Approvals, if any, with respect to the Loan Documents to which such Loan Party is a party; (vi) certificates of a Responsible Officer of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign this Agreement and the other Loan Documents to which such Loan Party is a party; (vii) appropriate UCC-1 Financing Statements covering the Collateral for filing with the appropriate authorities and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Collateral; (viii) certificates evidencing the Equity Interests, if any, required in connection with the Security Agreement and powers executed in blank for each such certificate; (ix) insurance certificates in compliance with Section 5.02 and otherwise reasonably satisfactory to the Administrative Agent; (x) certificates of good standing for each Loan Party in each state in which each such Person is organized, which certificate shall be (A) dated a date not sooner than 30 days prior to the date of this Agreement and (B) otherwise effective on the Closing Date; (xi) [Reserved] (xii) a solvency certificate dated as of the date of this Agreement from the Chief Financial Officer or Treasurer of the Borrower in substantially the form attached as Exhibit K; and (xiii) a funds flow memorandum in form and substance reasonably acceptable to the Administrative Agent.

Documentation. The Administrative Agent shall have received counterparts of this Agreement executed by the Borrower and the Banks, and the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each LenderBank: (i1) this Agreement, a Note payable to the order of each Lender in the amount of its CommitmentGuaranty, the Guaranties, the Pledge Borrower Security Agreement, the Guarantors Security AgreementsAgreement, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulesany related Uniform Commercial Code financing statements; (ii2) a favorable opinion certificate from the Chief Executive Officer, President or Chief Financial Officer of the Borrower’s, its Subsidiaries’ Borrower dated as of the Effective Date stating that as of the Effective Date (A) all representations and warranties of the Borrower set forth in this Agreement and the Guarantors’ counsel Security Agreements are true and correct in all material respects; (B) no Default has occurred and is continuing; and (C) the conditions in this Section 3.1 have been met; (3) a certificate of the Secretary or an Assistant Secretary of the Borrower and each Guarantor dated as of the date of this Agreement certifying as of the date of this Agreement (A) the names and true signatures of officers of the Borrower and such Guarantor authorized to sign the Credit Documents to which such Person is a party, (B) resolutions of the Board of Directors of such Person with respect to the transactions herein contemplated, and (C) copies of the articles or certificate of incorporation and bylaws of such Person; (4) a favorable opinion of Rich▇▇▇ ▇. ▇▇▇▇▇▇, General Counsel to the Borrower and Guarantors, dated as of the Effective Date and in substantially the form of Exhibit H; (5) a favorable opinion of Brac▇▇▇▇▇ & ▇att▇▇▇▇▇, L.L.P., counsel to the Agent, dated as of the Effective Date and in substantially in the form of the attached Exhibit K covering I; (6) the matters discussed in such Exhibit audited Consolidated and unaudited consolidating balance sheet of the Borrower and its Subsidiaries as at December 31, 1997, and the related Consolidated and consolidating statements of operations, shareholders' equity and cash flows, of the Borrower and its Subsidiaries for the fiscal year then ended, duly certified by the Chief Financial Officer or Treasurer of the Borrower; (7) a Borrowing Base Certificate dated as of April 30, 1998 duly completed and executed by the Chief Financial Officer or Treasurer of the Borrower; and (8) such other matters documents, governmental certificates, agreements, lien searches as any Lender through the Administrative Agent may reasonably request; (iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents; (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,.

Documentation. The Administrative Agent shall have received the following following, each dated on or before the Effective Date, duly executed by all the parties thereto, each in form and substance reasonably satisfactory to the Administrative Agent: (1) This Amendment duly executed by the Initial Borrower, the New Borrower, each Guarantor (other than the General Partner), the Administrative Agent, the Issuing Lender Bank and the Majority Lenders, and, where applicable, in sufficient copies for each Lender:; (i2) this Agreement, a Revolving Note by the New Borrower payable to the order of each Lender in the amount of its Revolving Commitment, and the GuarantiesSwing Line Note payable to the Swing Line Lender; (3) a supplement to the Credit Agreement by the Target pursuant to which the Target becomes a Guarantor; (4) a supplement to the Security Agreement by the Target, together with UCC-1 financing statements and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in the Collateral of the Target; (5) a supplement and amendment to the Pledge Agreement by the New Borrower pledging to the Administrative Agent for the benefit of the Secured Parties all of the Equity Interests of the Domestic Subsidiaries of such Loan Party, together with stock certificates, stock powers executed in blank, UCC-1 financing statements and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Equity Interests; (6) an amendment and restatement of the Custodial Agreement executed by the Administrative Agent, the Pledge Loan Parties (including, without limitation, the New Borrower and the Target) and Custodians selected by the New Borrower and approved by the Administrative Agent in its sole discretion; (7) a certificate dated as of the Effective Date from a Responsible Officer of the New Borrower certifying that: (A) before and after giving effect to the Borrower Assignment, the representations and warranties contained in Article IV of the Credit Agreement and the other Loan Documents are true and correct in all material respects, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects, on and as of the Effective Date as though made on, and as of such date, unless such representations or warranties are made as of a prior date in which case they are true and correct in all material respects, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects, as of such prior date, (B) before and after giving effect to the Borrower Assignment, no Default or Event of Default exists, (C) after giving effect to the Borrower Assignment, the Loan Parties are in compliance on a pro forma basis with the financial covenants in Sections 6.13 and 6.14 of the Credit Agreement, (D) immediately after giving effect to the Borrower Assignment, neither Holdco nor the General Partner own any assets other than (x) Equity Interests in the MLP and the General Partner, and (y) cash or Cash Equivalents in an aggregate amount not to exceed $5,000,000 and (E) all of the requirements set forth in Section 6.05(i) of the Credit Agreement with respect to the Cimarron Acquisition (other than the requirements expressly waived pursuant to Section 4 above) have been satisfied or will be satisfied on or prior to the consummation of the Cimarron Acquisition; (8) copies of the certificate or articles of incorporation or other equivalent organizational documents, including all amendments thereto, of each of the New Borrower and the Target, certified as of a recent date by the Secretary of State of the state of its organization; (9) a certificate of the Secretary or Assistant Secretary of each of the New Borrower and the Target certifying (A) that attached thereto is a true and complete copy of the by-laws or other equivalent organizational documents of such Loan Party as in effect on the Effective Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors or other equivalent body of such Loan Party authorizing the execution, delivery and performance of this Amendment and the other the Loan Documents to which such Loan Party is a party and, in the case of the New Borrower, the borrowings thereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or other organizational documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate furnished pursuant to paragraph (8) above, and (D) as to the incumbency and specimen signature of each officer of such Loan Party executing this amendment or any Loan Document, Notices of Borrowing or any other document delivered in connection herewith on behalf of such Loan Party; (10) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to (9) above; (11) certificates from the appropriate Governmental Authority certifying as to the good standing, existence and authority of the New Borrower and the Target in all jurisdictions where reasonably required by the Administrative Agent; (12) a favorable opinion dated as of the Effective Date of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel to the Loan Parties; (13) a copy of the Contribution Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, Cimarron Agreement and each of the other Loan Documentsmaterial documents executed in connection therewith certified as of the Effective Date by a Responsible Officer (A) as being true and correct copies of such documents as of the Effective Date, (B) as being in full force and all attached exhibits effect and schedules(C) that no material term or condition thereof shall have been amended, modified or waived after the execution thereof without the prior written consent of the Administrative Agent; (ii14) a favorable opinion certificate as to coverage under the insurance policies required by Section 5.06 of the Borrower’s, its Subsidiaries’ Credit Agreement and the Guarantors’ counsel dated as applicable provisions of the date of this Agreement Security Documents, which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and substantially to name the Administrative Agent as additional insureds in form and substance reasonably satisfactory to the form of the attached Exhibit K covering the matters discussed in such Exhibit and Administrative Agent; and (15) such other matters documents, governmental certificates and agreements as any Lender through the Administrative Agent may reasonably request; (iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents; (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,.

Documentation. The Administrative Agent There shall have received been delivered to Sellers the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lenderfollowing: (i) this AgreementA certificate, a Note payable to dated the order Closing Date, of each Lender in the amount Chairman of its Commitmentthe Board, the Guaranties, President or Chief Financial Officer of Buyer confirming the Pledge Agreement, the Security Agreements, matters set forth in Section 5.2(a) and Mortgages encumbering at least 80% (by valueb) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and scheduleshereof; (ii) a favorable opinion Stock certificates, registered in the name of each Seller (with the appropriate restrictive legends), evidencing satisfaction of that portion of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially Purchase Price in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestaccordance with Section 1.2(a); (iii) copiesA certificate, certified dated the Closing Date, of the Secretary or Assistant Secretary of Buyer certifying, among other things, that attached or appended to such certificate (i) is a true and correct copy of its certificate of incorporation and all amendments thereto, if any, as of the date of this Agreement thereof certified by a Responsible Officer the Secretary of the Borrower State of Delaware; (Aii) is a true and correct copy of its by-laws as of the date thereof; (iii) is a true copy of all resolutions of its board of directors authorizing the Board of Directors execution, delivery and performance of the Borrower approving Transaction Documents and the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower Contemplated Transactions; and (Div) all are the names and signatures of its duly elected or appointed officers who are authorized to execute and deliver the Transaction Documents and any certificate, document or other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documentsinstrument in connection herewith; (iv) certificates of a Responsible Officer Evidence of the Borrower certifying good standing and corporate existence of Buyer and Parent issued by the names and true signatures Secretary of State of the officers State of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a partyDelaware; (v) copiesA signed opinion of Buyer's counsel, certified dated the Closing Date and addressed to Sellers, substantially in the form annexed as EXHIBIT 5.2A hereto; (vi) Copies of all Buyer Required Consents; (vii) An executed copy of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of Escrow Agreement; and (Aviii) the resolutions An executed copy of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,Registration Rights Agreement.

Documentation. The Administrative Agent shall have received the following following, duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent, the Issuing Lender Agent and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, a Note Agreement and all attached Exhibits and Schedules and the Notes payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulesapplicable Lender; (ii) a favorable opinion of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestGuaranty executed by each Guarantor; (iii) copiesthe Security Agreement executed by the Borrower and each of its Subsidiaries, certified together with appropriate UCC-1 and UCC-3 financing statements, if any, necessary or desirable for filing with the appropriate authorities and any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral described in the Security Agreement; (iv) new Mortgages executed by the Borrower or any of its Subsidiaries granting an Acceptable Security Interest in real properties of the Borrower and its Subsidiaries other than the Bilateral Collateral; (v) evidence that the Administrative Agent has an Acceptable Security Interest in the Collateral; (vi) certificates of insurance naming the Administrative Agent as loss payee or additional insured, as applicable, and covering the Borrower’s or its Subsidiaries Properties with such insurance carriers, for such amounts and covering such risks that are acceptable to the Administrative Agent; (vii) a certificate from an authorized officer of the Borrower dated as of the Effective Date stating that as of such date of this Agreement by a Responsible Officer (A) all representations and warranties of the Borrower of set forth in this Agreement are true and correct in all material respects and (B) no Default has occurred and is continuing; (viii) a secretary’s certificate from Borrower and each Guarantor certifying such Person’s (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a partyofficers’ incumbency, (B) the certificate of incorporation of the Borrowerauthorizing resolutions, (C) the bylaws of the Borrower organizational documents, and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan DocumentsCredit Documents to which such Person is a party; (ivix) certificates of good standing for the Borrower and each Guarantor in each state in which each such Person is organized or qualified to do business, which certificate shall be dated a date not earlier than 30 days prior to Effective Date; (x) a legal opinion of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, as outside counsel to the Borrower and the Guarantors, in form and substance reasonably acceptable to the Administrative Agent; (xi) copies, certified by a Responsible Officer of the Borrower certifying the names and true signatures of the officers of Teledrift APA and all other documents entered into among the Borrower authorized to sign this Agreementparties thereto in connection with the Teledrift Acquisition; and (xii) such other documents, the Notesgovernmental certificates, Notices of Borrowing, Notices of Conversion or Continuationagreements, and lien searches as the other Loan Documents to which the Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer Administrative Agent or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,any Lender may reasonably request.

Documentation. The Administrative Agent There shall have received been delivered to Buyer the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lenderfollowing: (i) this AgreementA certificate dated the Closing Date, a Note payable to executed by each Seller, confirming the order of each Lender matters set forth in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, Sections 5.3(a) and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulesb); (ii) a favorable opinion A certificate, dated the Closing Date, of the Borrower’sSecretary or Assistant Secretary of the Company certifying, its Subsidiaries’ among other things, that attached or appended to such certificate (i) is a true and correct copy of the Guarantors’ counsel dated Company's Articles of Incorporation and all amendments thereto, if any, as of the date thereof certified by the Secretary of this Agreement State of its state of incorporation; and substantially in the form (ii) is a true and correct copy of the attached Exhibit K covering Company's by-laws as of the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestdate thereof; (iii) copies, certified as Evidence of the date of this Agreement by a Responsible Officer good standing and corporate existence of the Borrower Company issued by the Secretary of (A) State of its state of incorporation and evidence that the resolutions Company is qualified to transact business as a foreign corporation and is in good standing in each state of the Board of Directors United States and in each other jurisdiction where the character of the Borrower approving property owned or leased by it or the Loan Documents to which the Borrower is a party, (B) the certificate nature of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documentsits activities makes such qualification necessary; (iv) certificates A signed opinion of a Responsible Officer of Sellers' counsel, Akerman, Senterfitt & ▇▇▇▇▇▇, P.A., dated the Borrower certifying Closing Date and addressed to Buyer, substantially in the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a partyform annexed hereto as EXHIBIT 5.3A; (v) copiesCopies of all Sellers Required Consents; (vi) A copy of the Escrow Agreement executed by all parties thereto; (vii) An executed copy of the Registration Rights Agreement; (viii) Stock Certificates of each Seller representing the number of Purchased Shares set forth opposite such Seller's name on SCHEDULE 2.1, certified duly endorsed in blank or accompanied by stock powers duly endorsed in blank and in suitable form for transfer to Buyer by delivery; (ix) Possession and control of the Assets of the Company (including all corporate books, seals, bank accounts, records and documents); (x) The resignations, dated the Closing Date, of such directors and officers of the Company and each fiduciary of any plan of the Company, as previously may have been requested by Buyer; (xi) A release of the Company, without any liability to Company and in form and substance reasonably acceptable to Buyer, of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ as to all sums owed to him in connection with his employment by the Company; (xii) Evidence of termination, without any liability to Company and in form and substance reasonably acceptable to Buyer, of all written and oral employment agreements and arrangements with all directors, officers and consultants of the Company, including those listed on SCHEDULE 2.18; (xiii) A termination agreement executed by each Seller terminating the Joint Venture Agreement; (xiv) An executed non-compete agreement with ▇▇▇▇ ▇▇▇▇▇▇▇▇, in the form attached hereto as EXHIBIT 5.3B; and (xv) A schedule attached hereto as SCHEDULE 5.3B, listing the amounts owed to each of First Capital Services, Inc. and ▇▇▇▇▇▇ ▇▇▇▇▇ as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,Closing Date.

Documentation. The Administrative Agent o That the Issue and Subscription Agreement and the Registration Rights Agreement, as executed and delivered on behalf of the Company, and any other documents, agreements or certificates as the Fiat Affiliates may reasonably request (hereinafter referred to as the "Closing Agreements") may be entered into with such parties as may be necessary by Jean-Pierre Rosso, Paolo ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇l Lecomte and Rober▇▇ ▇iotto (▇▇▇▇, ▇▇ "▇▇▇▇▇▇▇▇▇▇ ▇fficer"), which Closing Agreements shall provide for the issuance of the Series A Preference Shares and the retirement of the Debt, as well as the granting of registration rights upon demand by the holders from time to time of the Series A Preference Shares and the Underlying Common Shares; o That each Authorized Officer is hereby authorized to execute and deliver the Closing Agreements for and on behalf of the Company, with such changes therein as shall be approved by such Authorized Officer executing the same, his approval to be evidenced conclusively by his execution and delivery thereof, and that each of the Authorized Officers is hereby authorized and directed to take all steps he deems necessary or proper for the purposes of carrying out the Company's obligations under the Closing Agreements; o That each Authorized Officer is hereby authorized and directed to cause to be issued on behalf of the Company the number of Series A Preference Shares to the Fiat Affiliates in exchange for the retirement of the Debt in accordance with the terms of the Issue and Subscription Agreement; o That when certificates for the Series A Preference Shares shall have received been issued, recorded, countersigned, and registered as provided in this resolution, each Authorized Officer is authorized, empowered and directed, for and in the following duly executed by all name and on behalf of the parties theretoCompany, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, a Note payable deliver said certificates to the order of each Lender Fiat Affiliates pursuant to and in accordance with the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, Issue and Mortgages encumbering at least 80% (by value) of the Borrower’s Subscription Agreement and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules; (ii) a favorable opinion otherwise to execute and deliver such documents and do such other acts as any such Officer may deem necessary or desirable to perform and carry out the obligations of the Borrower’s, its Subsidiaries’ Company under the Issue and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestSubscription Agreement; (iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents; (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,

Documentation. The Administrative Agent shall have received counterparts of this Agreement executed by the Borrower, the Guarantors and the Banks, and the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, and, with respect to this Agreement, the Issuing Lender Notes, all Guaranties and the Lenders, and, where applicableEnvironmental Indemnity, in sufficient copies for each Lender:Bank (except for each Note, as to which one original of each shall be sufficient): (i) this Agreement, a Note duly executed by the Borrower and payable to the order of each Lender in Bank that has requested the amount of its Commitmentsame, the all Guaranties, and the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulesEnvironmental Indemnity; (ii) a favorable opinion certificate from the Chief Executive Officer, President or Chief Financial Officer of the Borrower’s, its Subsidiaries’ and Parent on behalf of the Guarantors’ counsel Borrower dated as of the date Closing Date stating that as of the Closing Date (A) all representations and warranties of the Borrower set forth in this Agreement and substantially the Credit Documents are true and correct in all material respects (except to the form extent that any representation or warranty that is qualified by materiality shall be true and correct in all respects); (B) no Default has occurred and is continuing; (C) the conditions in this Section 3.01 have been met or waived in writing; and (D) to the best of the attached Exhibit K covering Borrower’s knowledge there are no claims, defenses, counterclaims or offsets by the matters discussed in such Exhibit Borrower, the Parent and such other matters as any Lender through of their Subsidiaries against the Administrative Agent may reasonably requestBanks under the Credit Documents; (iii) copiesa certificate of the Secretary or an Assistant Secretary of the Parent on behalf of the Borrower, certified each Guarantor, each Subsidiary of the Parent and each general partner or managing member (if any) of each of the foregoing, dated as of the date of this Agreement by a Responsible Officer Closing Date certifying as of the Borrower of Closing Date to the extent applicable (A) the names and true signatures of officers or authorized representatives of the general partner of such Person authorized to sign the Credit Documents to which such Person is a party as general partner of such Person, (B) resolutions of the Board of Directors or the members of the Borrower general partner of such Person approving the Loan Documents to which the Borrower is a party, (B) the certificate transactions herein contemplated and of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvalsand other third party approvals and consents, if any, with respect to this Agreementthe transactions under the Credit Documents and each Credit Document to which it is or is to be a party, (C) a true and correct copy of the Noteorganizational documents of the general partner of such Person, (D) a true and correct copy of the bylaws, operating agreement, partnership agreement or other governing document of such Person, and (E) a true and correct copy of all partnership or other organizational authorizations necessary or desirable in connection with the other Loan Documentstransactions herein contemplated; (iv) certificates of a Responsible Officer certificate of the Borrower certifying the names and true signatures Secretary or an Assistant Secretary of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified Parent dated as of the date Closing Date certifying as of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of Closing Date (A) the resolutions of the Board of Directors (or other applicable governing body) the members of the general partner of such Guarantor Person approving the Loan transactions herein contemplated and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to the transactions under the Credit Documents and each Credit Document to which it is or is to be a party,, (B) the copies of the charter and bylaws of the Parent and any modification or amendment to the articles or certificate of incorporation or bylaws of the Parent made since such date, and (C) that the Parent owns 100% of the general partner interests and at least 70% of the limited partnership interests in the Borrower; (v) a copy of a certificate of the Secretary of State (or equivalent authority) of the jurisdiction of incorporation, organization or formation of each of the Parent, the Borrower and each Guarantor, dated reasonably near (but prior to) the Closing Date, certifying, if and to the extent such certification is generally available for entities of the type of such Person, (A) as to a true and correct copy of the charter, certificate of limited partnership, limited liability company agreement or other organizational document of such Person, and each amendment thereto on file in such Secretary’s office, (B) that (1) such amendments are the only amendments to the charter, certificate of limited partnership, limited liability company agreement or other organizational document, as applicable, of such Person on file in such Secretary’s office, (2) such Person has paid all franchise taxes to the date of such certificate and (C) such Person is duly incorporated, organized or formed and in good standing or presently subsisting under the laws of the jurisdiction of its incorporation, organization or formation; (vi) A copy of a certificate of the Secretary of State (or equivalent authority) of each jurisdiction in which any of the Parent, the Borrower and each Guarantor owns or leases property or in which the conduct of its business requires it to qualify or be licensed as a foreign corporation except where the failure to so qualify or be licensed could not reasonably be expected to result in a Material Adverse Change, dated reasonably near (but prior to) the Closing Date, stating with respect to each such Person that such Person is duly qualified and in good standing as a foreign corporation, limited partnership or limited liability company in such State and has filed all annual reports required to be filed to the date of such certificate; (vii) (A) one or more favorable written opinions of ▇▇▇▇▇▇▇, Diamond and Ash, ▇▇▇▇▇ & Vidovic, LLP and Hunton & ▇▇▇▇▇▇▇▇ LLP, each special counsel for the Borrower, the Parent, and their Subsidiaries, in a form reasonably acceptable to the Administrative Agent, in each case dated as of the Closing Date and with such changes as the Administrative Agent may approve, and (B) such other legal opinions as the Administrative Agent shall reasonably request, in each case dated as of the Closing Date and with such changes as the Administrative Agent may approve; (viii) in the event the initial Advance is a LIBOR Advance made on the Closing Date, a breakage indemnity letter agreement executed by the Borrower and dated as of the date of the related Notice of Borrowing in form and substance satisfactory to the Administrative Agent; (ix) any information or materials reasonably required by the Administrative Agent or any Bank in order to assist the Administrative Agent or such Bank in maintaining compliance with (i) the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”) and (ii) any applicable “know your customer” or similar rules and regulations; (x) a Compliance Certificate duly executed by a Responsible Officer of the Parent, dated the Closing Date or, if later, the date of the initial Advance, in each case confirming that the Parent is in compliance with the covenants contained in Article VII on such date (including after giving effect to the initial Advance, if any, made on such date); (i) Evidence as to whether each Hotel Property encumbered by an New York Mortgage is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a “Flood Hazard Property”) pursuant to a standard flood hazard determination form ordered and received by the Administrative Agent and held by the Administrative Agent on behalf of the Banks, and (ii) if such property is a Flood Hazard Property, (A) evidence as to whether the community in which such property is located is participating in the National Flood Insurance Program, (B) the Borrower’s written acknowledgment of receipt of written notification from the Administrative Agent as to the fact that such property is a Flood Hazard Property and as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (C) copies of the Borrower’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance satisfactory to the Administrative Agent and naming the Administrative Agent as sole loss payee on behalf of the Banks; and (xii) such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent may reasonably request.

Documentation. The Administrative Agent Lenders shall have received received, in form and substance satisfactory to each Lender, each of the following following, duly executed and acknowledged where appropriate by all the parties thereto: (i) This Agreement; (ii) the Notes issued to each Lender reflecting the Loans made by such ▇▇▇▇▇▇; (iii) [reserved]; (iv) the Collateral Documents, together with such UCC financing statements, evidence of the book-entry issuance of 150,000 shares of Borrower Common Stock, and stock powers, original promissory notes, notices of security interest to be filed in the United States Patent and Trademark Office and other instruments and documents required to be delivered under the Collateral Documents or as the Collateral Agent may otherwise determine to be necessary or reasonably appropriate to perfect the Liens granted thereunder, all in form and substance acceptable to the Collateral Agent; (v) specimen signatures certified by an appropriate officer of each Credit Party; (vi) Organization Documents and resolutions of the board of directors, or equivalent governing body, of each Credit Party, together with such other documents and certificates as the Lenders or their counsel may reasonably request relating to the organization, existence and good standing of each Credit Party, the authorization of the Transactions and any other legal matters relating to the Credit Parties, the Loan Documents or the Transactions; (vii) UCC and other search results required by the Lenders; (viii) certificates, dated as of the Closing Date, of the chief financial officer of ▇▇▇▇▇▇▇▇ as to the Solvency of the Credit Parties (after giving effect to the Transactions); (ix) the SBA Forms 480, 652 and 1031 (Parts A and B) completed by Borrower with respect to the Loans; (x) the Small Business Administration Economic Impact Assessment completed by ▇▇▇▇▇▇▇▇, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules; (iixi) a favorable opinion funds flow memorandum in form and substance satisfactory to the Lenders that will provide, among other things, for the payoff of the EIDL loan obtained by the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iiixii) copies, certified as of documentation authorizing the date of this Agreement by Lenders to draft interest payments under the Loans from a Responsible Officer checking account of the Borrower of (A) in form and substance acceptable to the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan DocumentsLenders; (ivxiii) certificates evidence of a Responsible Officer insurance complying with the requirements of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party;Section 6.7; and (vxiv) copies, certified such other documents as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,Lenders may reasonably require.

Documentation. The Administrative Agent shall have received the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules; (ii) the Fee Letter; (iii) the Notes (to the extent requested by any Lender under Section 2.2(g)); (iv) a favorable opinion certificate from a Responsible Officer of the Borrower’s, its Subsidiaries’ Borrower dated as of the Closing Date stating that as of the Closing Date (A) all representations and warranties of the Borrower set forth in this Agreement and the Guarantors’ counsel Credit Documents to which it is a party are true and correct in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true and correct in all respects); (B) the Borrower is not in violation of any of the covenants contained in this Agreement; (C) after giving effect to the Transactions, no Default or Event of Default has occurred and is continuing; (D) no Material Adverse Effect has occurred since December 31, 2013 and (E) the conditions in this Section 3.1 have been met; (v) a certificate of the Secretary or an Assistant Secretary of the Borrower dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iii) copies, certified certifying as of the date of this Agreement by a Responsible Officer of the Borrower of (A) copies of the articles or certificate of incorporation and bylaws or other organizational documents of the Borrower, together with all amendments thereto, (B) resolutions of the Board of Directors of such Person with respect to the transactions herein contemplated, and (C) the names and true signatures of officers of the Borrower approving authorized to sign the Loan Credit Documents to which the Borrower is a party, party (Bincluding Notices of Borrowing and requests for Letters of Credit); (vi) the certificate of incorporation good standing and existence for the Borrower certified by the appropriate governmental officer in its jurisdiction of formation; (vii) opinions of counsel to the Borrower addressed to the Administrative Agent and the Lenders with respect to the Borrower, the Credit Documents and such other matters as the Administrative Agent shall request (C) the bylaws which opinions shall expressly permit reliance by permitted successors and assigns of the Borrower Administrative Agent and the Lenders); and (Dviii) all such other documents evidencing other necessary corporate action and documents, governmental approvals, if any, with respect to this Agreement, the Notecertificates, and agreements as the other Loan Documents; (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,Administrative Agent may reasonably request.

Documentation. The Administrative Agent and the Required Lenders shall have received the following following, each dated on or before such day, duly executed by all the parties thereto, each in form and substance satisfactory to the Administrative Agent, the Issuing Lender Agent and the Required Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, Agreement and all attached exhibits Exhibits and schedulesSchedules; (ii) a favorable opinion of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestIntercreditor Agreement; (iii) copiesthe Security Agreement, certified together with UCC-1 financing statements and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in the Collateral described therein; (iv) the Pledge Agreement pledging to the Administrative Agent for the benefit of the Secured Parties all of the Equity Interests of the Domestic Subsidiaries of such Loan Party, together with UCC-1 financing statements and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Equity Interests; (v) a certificate dated as of the date of this Agreement by Closing Date from a Responsible Officer of the Borrower of stating that (A) the resolutions all representations and warranties of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower such Person set forth in this Agreement and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and in the other Loan Documents; (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,party are true and correct; (B) no Default has occurred and is continuing; and (C) the conditions in this Section 3.01 to be satisfied by any Loan Party have been met; (vi) copies of the certificate or articles of incorporation or other equivalent organizational documents, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization; (vii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or other equivalent organizational documents of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors or other equivalent body of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Loan Party is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or other organizational documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to paragraph (vii) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document, Notices of Borrowing or any other document delivered in connection herewith on behalf of such Loan Party; (viii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to (viii) above; (ix) certificates from the appropriate Governmental Authority certifying as to the good standing, existence and authority of each of the Loan Parties in all jurisdictions where reasonably required by the Administrative Agent; (x) a favorable opinion dated as of the Closing Date of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Loan Parties; (xi) Fee Letter; (xii) a certificate as to coverage under, the insurance policies required by Section 5.06 and the applicable provisions of the Security Documents, which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Administrative Agent as additional insureds in form and substance reasonably satisfactory to the Required Lenders; and (xiii) [reserved]; (xiv) such other documents, governmental certificates and agreements as the Administrative Agent or Required Lenders may reasonably request.

Documentation. (a) The Administrative Agent place of closing: The offices of Buyer at 18/F, Z▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇, ▇▇. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇. (b) In exchange for payment of the Purchase Price the Seller shall have received provide the Buyer with the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lenderdelivery documents: (i) Evidence that all necessary corporate, shareholder and other action has been taken by the Seller to authorise the execution, delivery and performance of this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% ; (by valuei) A copy of the BorrowerSeller’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each letter to their satellite communication provider cancelling the Vessel’s communications contract which is to be sent immediately after delivery of the other Loan Documents, and all attached exhibits and schedulesVessel; (ii) a favorable opinion Any additional documents as may reasonably be required by the competent authorities of the Borrower’sBuyer’s Nominated Flag State for the purpose of registering the Vessel, its Subsidiaries’ and provided the Guarantors’ counsel dated Buyer notifies the Seller of any such documents as of soon as possible after the date of this Agreement Agreement; and (b) At the time of delivery the Buyer shall provide the Seller with: (i) Evidence that all necessary corporate, shareholder and substantially other action has been taken by the Buyer to authorise the execution, delivery and performance of this Agreement; and (c) If any of the documents listed in Sub-clauses (a) and (b) above are not in the form English language they shall be accompanied by an English translation by an authorised translator or certified by a lawyer qualified to practice in the country of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request;translated language. (iiid) The Parties shall to the extent possible exchange copies, certified as drafts or samples of the documents listed in Sub-clause (a) and Sub-clause (b) above for review and comment by the other party as soon as possible prior to the Vessel’s intended date of this Agreement by delivery. (e) Concurrent with the exchange of documents in Sub-clause (a) and Sub-clause (b) above, the Seller shall also hand to the Buyer the classification certificate(s) as well as all drawings and manuals, (excluding ISM/ISPS manuals), which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyer unless the Seller is required to retain same, in which case the Buyer has the right to take copies. (f) Other technical documentation which may be in the Seller’s possession shall promptly after delivery be forwarded to the Buyer at their expense, if they so request. The Seller may keep the Vessel’s log books but the Buyer has the right to take copies of same. (g) The parties shall sign and deliver to each other a Responsible Officer Protocol of Delivery and Acceptance confirming the date and time of delivery of the Borrower of (A) Vessel from the resolutions of Seller to the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents; (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,Buyer.

Documentation. The Administrative Agent shall have received the following duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules; (ii) the Notes (to the extent requested by any Lender under Section 2.2(g)); (iii) a favorable opinion certificate from a Responsible Officer of the Borrower’s, its Subsidiaries’ Borrower dated as of the Closing Date stating that as of the Closing Date (A) all representations and warranties of the Borrower set forth in this Agreement and the Guarantors’ counsel Credit Documents to which it is a party are true and correct in all material respects; (B) no Default or Event of Default has occurred and is continuing; (C) no Material Adverse Effect has occurred since December 31, 2016 and (D) the conditions in this Section 3.1 have been met; (iv) a certificate of the Secretary or an Assistant Secretary of the Borrower dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iii) copies, certified certifying as of the date of this Agreement by a Responsible Officer of the Borrower of (A) copies of the articles or certificate of incorporation and bylaws or other organizational documents of the Borrower, together with all amendments thereto, (B) resolutions of the Board of Directors of such Person with respect to the transactions herein contemplated, and (C) the names and true signatures of officers of the Borrower approving authorized to sign the Loan Credit Documents to which the Borrower is a party, party (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents; (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, including Notices of Borrowing, Notices Borrowing and requests for Letters of Conversion or Continuation, and the other Loan Documents to which the Borrower is a partyCredit); (v) copies, certificate of good standing and existence for the Borrower certified as by the appropriate governmental officer in its jurisdiction of the date of this Agreement by formation; (vi) a Responsible Officer or the secretary or an assistant secretary favorable opinion of each Guarantor of (A) ▇▇▇▇▇ Lord LLP, counsel to the resolutions Borrower, and (B) ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, general counsel of the Board Borrower, each dated as of Directors the Closing Date and in form and substance reasonably satisfactory to the Administrative Agent; and (or vii) such other applicable governing body) of such Guarantor approving documents, governmental certificates, and agreements as the Loan Documents to which it is a party,Administrative Agent may reasonably request.

Documentation. The Administrative Agent Lenders shall have received the following duly executed by all the parties theretoreceived, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, andeach of the following, where applicable, in sufficient copies for each Lenderduly executed: (i) this This Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules; (ii) Amended and Restated Parent Guaranty substantially in the form attached hereto as Exhibit A-1; (iii) Guarantor Security Agreement substantially in the form attached hereto as Exhibit A-2; (iv) Intellectual Property Security Agreement substantially in the form attached hereto as Exhibit A-3; (v) Perfection Certificate substantially in the form attached hereto as Exhibit A-4; (vi) certified copies, dated as of a favorable recent date, of financing statement searches, as Lenders may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, on the Incremental Funding Date, will be terminated or released; (vii) a customary legal opinion of the Borrower’s, its Subsidiaries’ and the Guarantors’ ’s counsel dated as of the date of this Agreement Incremental Funding Date in form and substance reasonably acceptable to the Lenders; and (viii) Incremental Funding Date Warrants substantially in the form attached hereto as Exhibit A-5 and all related documentation approved by the independent directors of the attached Exhibit K covering the matters discussed in such Exhibit board of directors of Parent Guarantor and such other matters as any Lender through the Administrative Agent may reasonably requestBorrower; (iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (Aix) the resolutions of Registration Rights Agreement substantially in the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documentsform attached hereto as Exhibit A-6; (ivx) such customary certificates of a Responsible Officer resolutions or other action, incumbency certificates and/or other certificates of the Borrower certifying the names and true signatures of the responsible officers of each Loan Party as the Borrower Lenders may reasonably require evidencing the identity, authority and capacity of each responsible officer thereof authorized to sign act as a responsible officer in connection with this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, Agreement and the other Loan Documents to which the Borrower such Loan Party is a partyparty or is to be a party and such documents, registers and certifications (including organization documents and, if applicable, good standing certificates in the jurisdiction of organization of the applicable Loan Party) as the Lenders may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of them is validly existing and in good standing; (vxi) copiesLenders shall have received a certificate from a responsible officer of Borrower, certified in form and substance reasonably satisfactory to the Lenders, certifying as to compliance with the conditions set forth in clauses (c), (d), (f) and (g) of this Section 3.1; and (xii) Deposit account control agreements providing for springing control of a deposit account upon the occurrence and during the continuation of an event of default, landlord waivers (to the extent that, as to leased locations owned by a person or entity that is not an affiliate of the date Borrower, the same are obtainable after exercising commercially reasonable efforts to obtain same) and credit card notifications, in each case in a form reasonably satisfactory to the Lenders, and such other documents as Lenders may require under any other Section of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,Agreement.

Documentation. The Administrative Agent shall have received each of the following duly executed by all the parties theretofollowing, each in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lendersin its sole discretion, and, where applicable, in sufficient copies for each Lender:duly executed by each party thereto, other than Agent (each of which shall be deemed to constitute a “Loan Document” pursuant to the Credit Agreement): (i) this AgreementAmendment or counterparts hereof, as well as completed Exhibits and Schedules hereto; (ii) a Note solvency certificate, certifying as to the solvency of each of the Loan Parties both before and after the effectiveness of this Amendment and the transactions contemplated hereby; (iii) an executed legal opinion of counsel to the Loan Parties, addressed to the Agent, the LC Issuer and the Lenders in form and substance customary and appropriate for transactions of this type; (iv) any Notes requested by a Lender payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulessuch requesting Lender; (iiv) a favorable opinion customary incumbency certificate from each of Holdings, Managing General Partner and each Borrower certifying as to (i) resolutions duly adopted by the Borrower’sManaging General Partner, its Subsidiaries’ members or any other equivalent body authorizing the execution, delivery and the Guarantors’ counsel dated as of the date performance of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents; (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, Amendment and the other Loan Documents to which be executed on the Borrower is Second Amendment Closing Date as so amended or ratified, (ii) copies of its articles or certificate of limited partnership, formation or incorporation, as applicable, together with all amendments thereto, (iii) copies of its bylaws, limited liability company agreement, or partnership agreement, as applicable, (iv) incumbency and specimen signature of each officer executing any Loan Document, and (v) a partycertificate of good standing (or equivalent certification from the appropriate governmental officer in its jurisdiction of incorporation or organization; (vvi) copiesa customary perfection certificate from each Loan Party certifying as to certain collateral matters; and (vii) such other documents, certified instruments, and agreements as of the date of Agent, the LC Issuer, any Lender or their respective counsel may reasonably request in connection with the transactions contemplated by this Agreement by a Responsible Officer or Amendment and the secretary or an assistant secretary of other Loan Documents, each Guarantor of (A) in form and substance reasonably satisfactory to the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,Agent.

Documentation. The Administrative Agent shall have received the following following, duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent, the Issuing Lender Agent and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, Agreement and all attached exhibits Exhibits and schedulesSchedules and the Notes, if requested by the applicable Lenders, payable to each applicable Lender or its registered assigns; (ii) a favorable opinion of the Borrower’s, its Subsidiaries’ and Guaranty executed by all Guarantors (other than the Guarantors’ counsel dated as of Parent) existing on the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestClosing Date; (iii) copiesthe Security Agreement executed by each Credit Party, certified as of together with appropriate UCC-1 financing statements, if any, necessary or desirable for filing with the date of this Agreement by a Responsible Officer of appropriate authorities and any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Borrower of Collateral described in the Security Agreement; (iv) (A) the resolutions Mortgages encumbering not less than 85% of PV10 of the Board Credit Parties’ Proven Reserves and not less than 85% of Directors PV10 of all the Credit Parties’ PDP Reserves, in each case, as evaluated in the Initial Engineering Report (but excluding any “buildings” or “structures” as described in Regulation H of the Borrower approving Federal Reserve Board that are not material to the Loan Documents to which operations of the Borrower is a partyOil and Gas Properties comprising such Proven Reserves), (B) the a certificate of incorporation duly executed by a Responsible Officer, dated as of the BorrowerClosing Date, demonstrating the aggregate PV10 of the Oil and Gas Properties set forth in the Initial Engineering Report to be covered by the such Mortgages, and (C) Mortgages encumbering the Cogen Facilities; (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance for the insurance required to be carried pursuant to Section 5.3; (vi) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) the bylaws of the Borrower organizational documents, and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents; (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Credit Documents to which the Borrower such Person is a party; (vvii) copiescertificates of good standing for each Credit Party in each state in which each such Person is organized or qualified to do business, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of which certificate shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the resolutions Closing Date; (viii) (A) a legal opinion of Norton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ US LLP as special counsel to the Board Credit Parties, in form and substance reasonably acceptable to the Administrative Agent, and (B) a legal opinions of Directors ▇▇▇▇▇ Lord LLP, as California counsel to the Credit Parties, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP, as Colorado counsel to the Credit Parties, ▇▇▇▇▇▇▇ ▇▇▇▇▇ PLLP, as Utah counsel to the Credit Parties, and, if applicable, ▇▇▇▇▇▇▇▇ & ▇▇▇▇, as Kansas counsel to the Credit Parties, in each case, in form and substance reasonably acceptable to the Administrative Agent; (ix) the Initial Engineering Report, which report shall be acceptable to the Administrative Agent; (x) the Pledge Agreement executed by the Parent, the Borrower and each other Credit Party, as applicable, together with any pledged stock or membership interest certificates and instruments of transfer in form and substance acceptable to the Administrative Agent and granting the Administrative Agent an Acceptable Security Interest in such Equity Interests; (xi) a Notice of Borrowing or Letter of Credit Application, as applicable; and (xii) such other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,documents, governmental certificates, agreements, lien release, UCC-3 Financing Statements, and lien searches as any Agent or any Lender may reasonably request.

Documentation. The Administrative Agent shall have received counterparts of this Agreement executed by the Borrower, the Parent and the Lenders, and the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, and, with respect to this Agreement, the Issuing Lender Notes (if required by a Lender) and the Lenders, and, where applicableGuaranty, in sufficient copies for each Lender:Lender (except for each Note, as to which one original of each shall be sufficient): (i) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) an executed copy of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulesGuaranty; (ii) a favorable opinion certificate from the Chief Executive Officer, President, Chief Financial Officer or Executive Vice President of the Borrower’s, its Subsidiaries’ and Parent on behalf of the Guarantors’ counsel Borrower dated as of the date Closing Date stating that as of the Closing Date (A) all representations and warranties of the Borrower set forth in this Agreement and substantially the Credit Documents are true and correct in all material respects (except to the form extent that any representation or warranty that is qualified by materiality shall be true and correct in all respects); provided, to the extent that any representation and warranty specifically refers to a given date or period, it shall be true and correct in all material respects as of the attached Exhibit K covering the matters discussed in such Exhibit date or for such period; and such other matters as any Lender through the Administrative Agent may reasonably request(B) no Default has occurred and is continuing; (iii) copies, certified a certificate of the Secretary of the Borrower dated as of the date of this Agreement by a Responsible Officer Closing Date certifying as of the Borrower of Closing Date to the extent applicable (A) the resolutions names and true signatures of the Board of Directors officers or authorized representatives of the Borrower approving authorized to sign the Loan Documents to which the Borrower is a partyCredit Documents, (B) resolutions of the certificate board of incorporation trustees of Parent, in its capacity as the general partner of the Borrower, (C) approving the bylaws transactions herein contemplated and of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvalsand other third party approvals and consents, if any, with respect to this Agreementthe transactions under the Credit Documents and each Credit Document to which it is or is to be a party, (C) a true and correct copy of the Noteorganizational documents of Borrower, and (D) a true and correct copy of the other Loan Documentspartnership agreement of the Borrower; (iv) certificates of a Responsible Officer certificate of the Borrower Secretary of the Parent dated as of the Closing Date certifying as of the Closing Date (A) the names and true signatures of the officers or authorized representatives of the Borrower Parent authorized to sign this Agreementthe Credit Documents, (B) resolutions of the Notesboard of trustees of Parent approving the transactions herein contemplated and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, Notices if any, with respect to the transactions under the Credit Documents and each Credit Document to which it is or is to be a party, (C) a true and correct copy of Borrowingthe organizational documents of Parent, Notices (D) a true and correct copy of Conversion or Continuationthe bylaws of the Parent, and (E) that the other Loan Documents to which Parent owns 100% of the Borrower is a partygeneral partner interests in the Borrower; (v) copiesa copy of a certificate of the Secretary of State (or equivalent authority) of the jurisdiction of incorporation, certified organization or formation of each of the Borrower and the Parent, dated reasonably near (but prior to) the Closing Date, certifying (A) as to a true and correct copy of the charter, certificate of limited partnership, limited liability company agreement or other organizational document of such Person, and each amendment thereto on file in such Secretary’s office, and (B) that such Person is duly incorporated, organized or formed and in good standing or presently subsisting under the laws of the jurisdiction of its incorporation, organization or formation; (vi) a copy of a certificate of the Secretary of State (or equivalent authority) of each jurisdiction in which any of the Parent and the Borrower owns or leases material property or in which the conduct of its business requires it to qualify or be licensed as a foreign corporation except where the failure to so qualify or be licensed could not reasonably be expected to result in a Material Adverse Change, dated reasonably near (but prior to) the Closing Date, stating with respect to each such Person that such Person is duly qualified and in good standing as a foreign corporation, limited partnership or limited liability company in such State and has filed all annual reports required to be filed to the date of such certificate; (vii) (A) a favorable written opinion of Fried, Frank, Harris, S▇▇▇▇▇▇ & J▇▇▇▇▇▇▇ LLP, as special counsel for the Borrower and the Parent in a form reasonably acceptable to the Administrative Agent, dated as of the date Closing Date and with such changes as the Administrative Agent may approve, and (B) a favorable opinion of this Agreement V▇▇▇▇▇▇ LLP, as special counsel for Parent in a form reasonably acceptable to the Administrative Agent, dated as of the Closing Date and with such changes as the Administrative Agent may approve; (viii) any information or materials reasonably required by the Administrative Agent or any Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the USA Patriot Act (Title III of Pub. L. 107‑56 (signed into law October 26, 2001)) (the “Patriot Act”) and (ii) any applicable “know your customer” or similar rules and regulations, in each case, reasonably requested by such Lender in writing at least ten Business Days prior to the Closing Date; and (ix) a Compliance Certificate duly executed by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of Parent, dated the Closing Date that the Parent is in compliance with the covenants contained in Article VII on such Guarantor approving the Loan Documents to which it is a party,date.

Documentation. The On or before the day on which the initial Revolving Borrowing is made, or the initial Letter of Credit is issued, or the Bridge Loans are made, the Administrative Agent and the Lenders shall have received the following following, each dated on or before such day, duly executed by all the parties theretothereto (or in the case of this Agreement, duly executed by the Borrowers, the Guarantors, the Administrative Agent, the Majority Lenders, and the Bridge Lenders), each in form and substance satisfactory to the Administrative Agent, the Issuing Lender Majority Lenders, and the Bridge Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, Agreement and all attached Exhibits and Schedules; (ii) any Note requested by a Note Lender pursuant to Section 2.02(g) payable to the order of each such requesting Lender in the amount of its CommitmentRevolving Commitment or Bridge Loans, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules; (ii) a favorable opinion of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestapplicable; (iii) copies, certified a certificate dated as of the date of this Agreement by Closing Date from a Responsible Officer of the Borrower of Borrowers stating that (A) the resolutions all representations and warranties of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower such Person set forth in this Agreement and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and in the other Loan Documents; (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,party are true and correct in all material respects; (B) no Default has occurred and is continuing; (C) the conditions in this Section 3.01 have been met; and (D) no default or event of default has occurred and is continuing under the Indenture governing the Senior Notes or under any Sowood Document; (iv) to the extent any have been entered into on or after September 30, 2008, copies of amendments to the certificate or articles of incorporation or other equivalent organizational documents of each Loan Party (including without limitation amendments to the certificate of incorporation of the Parent to reflect the terms of the Series B Convertible Preferred Stock and, as a consequence of the designation thereof, amendments necessary to conform the Series A Convertible Preferred Stock), certified as of a recent date by the Secretary of State of the state of its organization; (v) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of any amendments to the organizational documents of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Loan Party is a party and, in the case of the Borrower, the borrowings hereunder, the designation of the Series B Convertible Preferred Stock, and the amendment of the Certificate of Designation of the Series A Convertible Preferred Stock, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or other organizational documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certified copy thereof furnished pursuant to clause (iv) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document, Notices of Borrowing or any other document delivered in connection herewith on behalf of such Loan Party; (vi) a certificate of another officer of each Loan Party as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to (v) above; (vii) certificates from the appropriate Governmental Authority certifying as to the good standing, existence and authority of each of the Loan Parties in all jurisdictions where required by the Administrative Agent; (viii) a favorable opinion dated as of the Closing Date of Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel to the Loan Parties substantially similar to the opinion it delivered pursuant to the Existing Credit Agreement; (ix) a certificate from a Financial Officer of each Borrower dated as of the Closing Date addressed to the Administrative Agent and each of the Lenders regarding the matters set forth in Section 4.20; (x) a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.04 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Administrative Agent as an additional insured; (xi) a Borrowing Base Report dated as of October 31, 2008; (xii) a draft Compliance Certificate dated as of the Closing Date duly completed and executed by a Financial Officer of each Borrower with respect to the draft September 30, 2008 financials; (xiii) a copy of the risk management policy of the Borrowers (the “Risk Management Policy”) in form and substance satisfactory to the Majority Lenders accompanied by a certificate signed by a Responsible Officer certifying compliance with such Risk Management Policy; (xiv) copies of any amendments to Material Contracts reflected on Schedule 1.01(e) to the Existing Credit Agreement in effect on or after September 30, 2008 and each of the Material Contracts in effect on or after September 30, 2008 that are not reflected on Schedule 1.01(e) to the Existing Credit Agreement, each certified as of the Closing Date by a Responsible Officer of the Borrowers (A) as being true and correct copies of such documents as of the Closing Date, (B) as being in full force and effect and (C) that no material term or conditions thereof shall have been amended, modified or waived after the execution thereof without the prior written consent of the Administrative Agent;

Documentation. The Administrative Agent shall have received the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender Agent and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, a Note payable to the order of each requesting Lender in the amount of its Commitment, the Security Agreements, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) substantially all of the Borrower’s 's and its Subsidiaries’ ' personal property and encumbering at least 90% of the PV-10 of the Loan Parties' Proven Reserves (as set forth in the Initial Engineering Reports) and Oil and Gas Properties in connection therewiththerewith (including the Oil and Gas Properties to be acquired under the Closing Date Acquisition), and each of the other Loan Documents, including the Intercreditor Agreement, and all attached exhibits and schedules; (ii) a favorable opinion of (A) the Borrower’s, its Subsidiaries’ 's and the Guarantors’ ' primary counsel dated as of the date of this Agreement in form and substantially in covering such matters as the form Administrative Agent may reasonably request and (B) the Borrower's and the Guarantors' local counsel dated as of the attached Exhibit K date of this Agreement in form and covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower General Partner of (A) the resolutions of the Board board of Directors managers of the Borrower General Partner approving the Loan Documents to which the Borrower or the General Partner is a party, (B) the articles or certificate of incorporation formation of the General Partner and the company agreement of the General Partner, (C) the certificate of limited partnership of the Borrower, (CD) the bylaws partnership agreement of the Borrower Borrower, and (DE) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the NoteNotes, and the other Loan Documents; (iv) certificates of a Responsible Officer the secretary or assistant secretary of the Borrower General Partner certifying the names and true signatures of the officers of the Borrower General Partner authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower or the General Partner is a party; (v) other than as otherwise required under clause (iii) above, copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,, (B) the articles or certificate (as applicable) of incorporation (or organization) and bylaws of such Guarantor, and (C) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty, the Security Instruments, and the other Loan Documents to which such Guarantor is a party; (vi) a certificate of the secretary or an assistant secretary of each Guarantor certifying the names and true signatures of officers of such Guarantor authorized to sign the Guaranty, Security Instruments and the other Loan Documents to which such Guarantor is a party; (vii) a certificate dated as of the Closing Date from a Responsible Officer of the Borrower stating that (A) all representations and warranties of the Borrower set forth in this Agreement are true and correct in all material respects; (B) no Default has occurred and is continuing; and (C) the conditions in this Section 3.01 have been met; (viii) appropriate UCC-1 and UCC-3, as applicable, Financing Statements covering the Collateral for filing with the appropriate authorities and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Collateral; (ix) property insurance certificates evidencing insurance which meets the requirements of this Agreement and the Security Instruments (including business interruption insurance), and which is otherwise satisfactory to the Administrative Agent; (x) the Initial Engineering Reports; (xi) to the extent required in connection with the Pledge Agreements, (A) stock or, to the extent applicable under the Person's organizational documents, membership or partnership interest certificates, and stock powers executed in blank for each such stock certificate endorsed in blank to the Administrative Agent and (B) to the extent such Person is a limited liability company or a limited partnership, copies of its limited liability company agreement, partnership agreement or other similar document the terms of which expressly provide that membership interests or partnership interests, as applicable, in such Person are securities governed by Chapter 8 of the Uniform Commercial Code as in effect in the State of New York; (xii) copies, certified by a Responsible Officer of the Borrower, of all of the Closing Date Acquisition Instruments and all exhibits and schedules thereto, together with all amendments, modifications or waivers thereto in effect as of the date of this Agreement; (xiii) a Compliance Certificate completed and executed by a Responsible Officer of the General Partner showing the calculation of, and Borrower's pro forma compliance with Section 6.17 as of the Closing Date after giving effect to the Closing Date Acquisition and the Borrowings requested and made on the Closing Date; (xiv) certificates of good standing and existence for each Loan Party in (a) the state, province or territory in which each such Person is organized and (b) each state, province or territory in which such good standing is necessary, which certificates shall be dated a date not earlier than 30 days prior to the date hereof; and (xv) such other documents, governmental certificates, agreements and lien searches as the Administrative Agent or any Lender may reasonably request.

Documentation. The Administrative Agent shall have received the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, a Note payable to the order of each requesting Lender in the amount of its Commitment, the Security Agreements, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) substantially all of the Borrower’s 's and its Subsidiaries’ ' personal property and encumbering at least 90% of the PV-10 of the Loan Parties' Proven Reserves (as set forth in the Initial Engineering Reports) and Oil and Gas Properties in connection therewiththerewith (including the Oil and Gas Properties to be acquired under the Closing Date Acquisition), and each of the other Loan Documents, including the Intercreditor Agreement, and all attached exhibits and schedules; (ii) a favorable opinion of (A) the Borrower’s, its Subsidiaries’ 's and the Guarantors’ ' primary counsel dated as of the date of this Agreement in form and substantially in covering such matters as the form Administrative Agent may reasonably request and (B) the Borrower's and the Guarantors' local counsel dated as of the attached Exhibit K date of this Agreement in form and covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower General Partner of (A) the resolutions of the Board board of Directors managers of the Borrower General Partner approving the Loan Documents to which the Borrower or the General Partner is a party, (B) the articles or certificate of incorporation formation of the General Partner and the company agreement of the General Partner, (C) the certificate of limited partnership of the Borrower, (CD) the bylaws partnership agreement of the Borrower Borrower, and (DE) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the NoteNotes, and the other Loan Documents; (iv) certificates of a Responsible Officer the secretary or assistant secretary of the Borrower General Partner certifying the names and true signatures of the officers of the Borrower General Partner authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower or the General Partner is a party; (v) other than as otherwise required under clause (iii) above, copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,, (B) the articles or certificate (as applicable) of incorporation (or organization) and bylaws of such Guarantor, and (C) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty, the Security Instruments, and the other Loan Documents to which such Guarantor is a party; (vi) a certificate of the secretary or an assistant secretary of each Guarantor certifying the names and true signatures of officers of such Guarantor authorized to sign the Guaranty, Security Instruments and the other Loan Documents to which such Guarantor is a party; (vii) a certificate dated as of the Closing Date from a Responsible Officer of the Borrower stating that (A) all representations and warranties of the Borrower set forth in this Agreement are true and correct in all material respects; (B) no Default has occurred and is continuing; and (C) the conditions in this Section 3.01 have been met; (viii) appropriate UCC-1 and UCC-3, as applicable, Financing Statements covering the Collateral for filing with the appropriate authorities and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Collateral; (ix) property insurance certificates naming the Administrative Agent loss payee and liability insurance certificates naming the Administrative Agent as additional insured, as applicable, and evidencing insurance which meets the requirements of this Agreement and the Security Instruments (including business interruption insurance), and which is otherwise satisfactory to the Administrative Agent; (x) the Initial Engineering Reports; (xi) to the extent required in connection with the Pledge Agreements, (A) stock or, to the extent applicable under the Person's organizational documents, membership or partnership interest certificates, and stock powers executed in blank for each such stock certificate endorsed in blank to the Administrative Agent and (B) to the extent such Person is a limited liability company or a limited partnership, copies of its limited liability company agreement, partnership agreement or other similar document the terms of which expressly provide that membership interests or partnership interests, as applicable, in such Person are securities governed by Chapter 8 of the Uniform Commercial Code as in effect in the State of New York; (xii) copies, certified by a Responsible Officer of the Borrower, of all of the Closing Date Acquisition Instruments and all exhibits and schedules thereto, together with all amendments, modifications or waivers thereto in effect as of the date of this Agreement; (xiii) a Compliance Certificate completed and executed by a Responsible Officer of the General Partner showing the calculation of, and Borrower's pro forma compliance with Section 6.17 as of the Closing Date after giving effect to the Closing Date Acquisition and the Borrowings requested and made on the Closing Date; (xiv) certificates of good standing and existence for each Loan Party in (a) the state, province or territory in which each such Person is organized and (b) each state, province or territory in which such good standing is necessary, which certificates shall be dated a date not earlier than 30 days prior to the date hereof; and (xv) such other documents, governmental certificates, agreements and lien searches as the Administrative Agent or any Lender may reasonably request.

Documentation. The Administrative Agent shall have received the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, a Note payable to the order of each Tranche A Lender in the amount of its Tranche A Commitment, the GuarantiesGuaranties executed by each Subsidiary of a Borrower existing on the Closing Date other than MER, the Pledge AgreementAgreements executed by the Parent and any other Obligor that owns Equity Interests in any Person, the Security Agreements, and Mortgages encumbering at least 80% (by value) substantially all of the BorrowerParent’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules; (ii) a favorable opinion opinions of the Borrower’s, its Subsidiaries’ and the GuarantorsObligors’ counsel and of the Administrative Agent’s counsel each dated as of the date of this Agreement in form and substantially in substance satisfactory to the form of Administrative Agent and the attached Exhibit K Lenders and covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iii) copies, certified as of the date of this Agreement by a Responsible Officer of the each Borrower of (Aa) the resolutions of the Board board of Directors directors of the such Borrower approving the Loan Documents to which the such Borrower is a party, (Bb) the certificate of incorporation of the Borrower, (C) and the bylaws of the Borrower such Borrower, and (Dc) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the NoteNotes, and the other Loan Documents; (iv) certificates of a Responsible Officer of the each Borrower certifying the names and true signatures of the officers of the such Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the such Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (Aa) the resolutions of the Board board of Directors directors or managers (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,, (b) the articles or certificate (as applicable) of incorporation (or organization) and bylaws or other governing documents of such Guarantor, and (c) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty, the Security Instruments, and the other Loan Documents to which such Guarantor is a party; (vi) a certificate of the secretary or an assistant secretary of each Guarantor certifying the names and true signatures of officers of such Guarantor authorized to sign the Guaranty, the Security Instruments, and the other Loan Documents to which such Guarantor is a party; (vii) a certificate dated as of the date of this Agreement from a Responsible Officer of each Borrower on behalf of such Borrower stating that (a) all representations and warranties of such Borrower set forth in this Agreement are true and correct in all material respects; (b) no Default has occurred and is continuing; and (c) the conditions in this Section 3.01 have been met; (viii) appropriate UCC-1 and UCC-3, as applicable, Financing Statements covering the Collateral for filing by the Administrative Agent with the appropriate authorities and any other documents, agreements or instruments reasonably necessary to create an Acceptable Security Interest in such Collateral; (ix) stock or, to the extent applicable under the Person’s organizational documents, membership or partnership interest certificates required in connection with the Pledge Agreements and stock powers executed in blank for each such stock certificate endorsed in blank to the Administrative Agent; (x) casualty insurance certificates naming the Administrative Agent loss payee and liability insurance certificates naming Administrative Agent as additional insured and evidencing insurance which meets the requirements of this Agreement and the Security Instruments; (xi) the initial Independent Engineering Reports as of December 31, 2005 of R▇▇▇▇ ▇▇▇▇▇ Company dated (i) January 17, 2006 and addressed to the Parent and (ii) January 26, 2006 and addressed to Forest Oil; (xii) copies, certified by a Responsible Officer of the Parent, of the Forest Merger Agreement and all exhibits and schedules thereto, and any material agreements executed in connection with the Forest Merger Agreement, together with all amendments, modifications or waivers thereto in effect on the Closing Date; (xiii) such other documents, governmental certificates, agreements and lien searches as the Administrative Agent or any Lender may reasonably request.

Documentation. The Administrative Agent Bank shall have received the following duly executed by all the parties theretoreceived, in form and substance reasonably satisfactory to Bank, each of the Administrative Agentfollowing, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lenderduly executed by all applicable parties: (i) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules; (ii) a favorable opinion of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a partyThis Agreement, (B) the certificate of incorporation of the BorrowerNote, (C) the bylaws Security Agreement, and (D) the Securities Account Control Agreement. (ii) A certificate of the Secretary of Borrower certifying as to the Organizational Documents (which, to the extent filed with a Governmental Authority, shall be certified as of a recent date by such Governmental Authority), the resolutions of the governing body of the Borrower, the good standing of the Borrower and of the incumbency (Dincluding specimen signatures) all other documents evidencing other necessary corporate action of the responsible officers of the Borrower. (iii) Certificates of Liability and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents;Property Insurance. (iv) certificates An opinion or opinions of a Responsible Officer of counsel for the Borrower certifying the names and true signatures of the officers of the Borrower authorized Borrower, addressed to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or ContinuationBank, and the other Loan Documents to which the Borrower is a party;covering such matters as are reasonably requested by Bank. (v) copies, certified A certificate as to the solvency of the date Borrower and the Consolidated Group. (vi) Results of this Agreement by a Responsible Officer Lien search (including a search as to judgments, pending litigation, bankruptcy and tax matters) made against the Borrower under the Uniform Commercial Code (or applicable judicial docket) as in effect in each jurisdiction in which filings or recordations under the secretary applicable Uniform Commercial Code should be made to evidence or an assistant secretary perfect security interests in all assets of each Guarantor the Borrower, indicating among other things that the assets of Borrower are free and clear of any Lien (except for Liens permitted hereunder). (vii) Evidence that $55,000,000 of US Government Money Market Funds and/or FDIC Institutional Insured Liquid Deposits have been deposited and remain in the Pledged Account. (viii) Evidence of the repayment in full of, and release of all security interests relating to (A) that certain Manufacturing Support Agreement, dated as of November 7, 2020 (as amended), by and among Borrower and the resolutions Economic Development Board of the Board Republic of Directors Singapore and (or other applicable governing bodyB) that certain Loan and Security Agreement, dated as of such Guarantor approving the Loan Documents to which it is a party,October 12, 2018 (as amended), by and among Borrower and Western Alliance Bank. (ix) A Notice of Account Designation.

Documentation. The Administrative Agent Borrower shall have received delivered or caused to be delivered to Bank, at Borrower’s sole cost and expense, the following duly executed by all the parties theretofollowing, each of which shall be in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each LenderBank: (ia) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulesAn executed original Amendment; (iib) a favorable opinion An executed Line of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially Credit Note in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestAnnex 2 to this Amendment; (iiic) copies, certified as An executed Term Commitment Note in the form of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect Annex 3 to this Agreement, the Note, and the other Loan DocumentsAmendment; (ivd) certificates With respect to Borrower and each other Obligor, such documentation as Bank may reasonably require to establish the due organization, valid existence and good standing of a Responsible Officer each such Person in its jurisdiction of formation, its qualification to engage in business in the Borrower certifying the names and true signatures jurisdiction of the officers of the Borrower authorized to sign this Agreementits formation and, if different, the Notesjurisdiction of its principal place of business, Notices of Borrowingits authority to execute, Notices of Conversion or Continuation, deliver and the other Loan Documents to which the Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving perform the Loan Documents to which it is a party,, the identity, authority and capacity of each responsible official thereof authorized to act on its behalf, including copies of its articles or certificates of incorporation, or articles or certificate of formation (as applicable), and amendments thereto, certified by the applicable Secretary of State (or equivalent government official), bylaws, operating agreements or limited liability company agreements (as applicable) and amendments thereto, in each case certified by a responsible official of such party, certificates of good standing and/or qualifications to engage in business, certified copies of corporate resolutions, incumbency certificates, certificates of responsible officials and the like; (e) Favorable written legal opinions of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to Borrower and the other Obligors in existence on the Amendment No. 3 Effective Date, and such local counsel opinions as Bank may reasonably require, in each case, together with copies of all factual certificates and legal opinions upon which its counsel has relied; and (f) An officer’s certificate of Borrower as set forth in Section 2.3.

Documentation. The Administrative Agent and each Lender shall have received the following duly executed by all the parties theretoreceived, in form and substance satisfactory to the Administrative Agent, the Issuing Lender Agent and the Lenders, and, where applicable, in sufficient copies for each Lender, each of the following, duly executed: (i) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules; (ii) a favorable opinion of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestNote; (iii) copiesa Subordination Agreement, certified in the form attached hereto as of Exhibit E (the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents “Senior Debt Subordination Agreement”), pursuant to which the Borrower is a party, (B) the certificate of incorporation Administrative Agent and each of the Lenders agrees to subordinate all of their Obligations from Borrower to Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect ’s debt obligations to this Agreement, the Note, and the other Loan Documents;Element. (iv) certificates of a Responsible Officer Subordination Agreement, in the form attached hereto as Exhibit F (the “Junior Debt Subordination Agreement”), pursuant to which each of the Subordinated Lenders agrees to subordinate all of their debt obligations from Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents ▇▇▇▇▇▇▇▇’s Obligations to which the Borrower is a partyLenders; (v) copiesan Extension Amendment to Promissory Note, certified in the form attached hereto as Exhibit F-2 (the “Note Extension”), pursuant to which certain of the Subordinated Lenders as set forth in Exhibit F-1 agrees to extend the maturity date of this Agreement by a Responsible Officer all of their debt obligations from Borrower; (vi) an Amendment to Option Grant Certificate, in the form attached hereto as Exhibit G (the “Option Amendment”), pursuant to which each Option Holder agrees to amend the terms of Borrower’s obligations pursuant to the option granted to such Option Holder; (vii) an Amendment to Common Stock Purchase Warrant, in the form attached hereto as Exhibit H (the “Warrant Amendment”), pursuant to which each Warrant Holder agrees to amend the terms of Borrower’s obligations pursuant to the warrant granted to such Warrant Holder; (viii) with respect to ▇▇▇▇▇▇▇▇, an Officer’s Certificate in the form attached as Exhibit I (the “Officer’s Certificate”) or in such form as Administrative Agent or Lenders may reasonably require to establish the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) due organization, valid existence and good standing of such Guarantor approving the party, its qualification to engage in business in each jurisdiction in which it is engaged in business or required to be so qualified, its authority to execute, deliver and perform any Loan Documents to which it is a party,, and the identity, authority and capacity of each responsible official thereof authorized to act on its behalf, including certified copies of charters and amendments thereto, bylaws and amendments thereto, and operating agreements and amendments thereto, certificates of good standing and/or qualifications to engage in business, certified entity resolutions, incumbency certificates, certificates of responsible officials, and the like; (ix) with respect to each Loan Party, such documentation as Administrative Agent or Lenders may require to establish the due organization, valid existence and good standing of such party, its qualification to engage in business in each jurisdiction in which it is engaged in business or required to be so qualified, its authority to execute, deliver and perform any Loan Documents to which it is a party, and the identity, authority and capacity of each responsible official thereof authorized to act on its behalf, including certified copies of charters and amendments thereto, bylaws and amendments thereto, and operating agreements and amendments thereto, certificates of good standing and/or qualifications to engage in business, certified entity resolutions, incumbency certificates, certificates of responsible officials, and the like; and (x) such other certificates, documents, instruments, consents and opinions as Administrative Agent or Lenders may require.

Documentation. The Administrative Agent shall have executed a counterpart of this Agreement and shall have received the following duly following: (i) executed by all counterparts of this Agreement from (A) the Borrower and each other Loan Party and (B) each of the Lenders; (ii) executed counterparts of the Intercreditor Reaffirmation from each of the parties thereto; (iii) executed counterparts of each of the Security Documents to be executed and delivered on the Closing Date from each of the parties thereto; (iv) a certificate dated the Closing Date from a Responsible Officer of the Borrower stating that all representations and warranties of the Loan Parties set forth in Article IV are true and correct as of the Closing Date in all material respects (provided that to the extent any representation and warranty is qualified as to “Material Adverse Effect” or otherwise as to “materiality”, such representation and warranty shall be true and correct in all respects); (v) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the Organizational Documents of such Loan Party, including all amendments thereto, as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, certified by the Secretary of State (or equivalent Governmental Authority) of the state of its organization, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or Persons performing similar functions) of such Loan Party authorizing the Transactions to be entered into by such Loan Party and that such resolutions have not been modified, rescinded or amended and are in full force and effect and (C) as to the incumbency and specimen signature of each officer executing any Loan Document or Notices of Borrowing; (vi) a certificate of another officer of each Loan Party dated the Closing Date and certifying as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (v) above; (vii) certificates from the appropriate Governmental Authority certifying as to the good standing, existence and authority of each Loan Party in the jurisdiction of its incorporation or formation; (viii) a certificate from a Financial Officer of the Borrower dated the Closing Date and addressed to the Administrative Agent and each of the Lenders party hereto, which shall be in form and in substance reasonably satisfactory to the Administrative Agent, certifying that the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s Borrower and its Subsidiaries’ Proven Reserves , taken as a whole, after giving effect to the Tranche B Loans contemplated to be made under this Agreement and Oil and Gas Properties in connection therewith, and each of the other Loan Documentstransactions contemplated hereby and thereby, and all attached exhibits and schedulesare Solvent; (iiix) a favorable an opinion reasonably acceptable to the Administrative Agent, dated the Closing Date, of Cravath, Swaine & ▇▇▇▇▇ LLP, special counsel to the Borrower’sLoan Parties; (x) opinions reasonably acceptable to the Administrative Agent, its Subsidiaries’ in each case dated the Closing Date, from local counsel located in each of Delaware, Texas, Oklahoma, Louisiana, Pennsylvania and Vermont; (xi) the Guarantors’ counsel Perfection Certificate, dated as of the date of this Agreement Closing Date and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iii) copies, certified as of the date of this Agreement executed by a Responsible Officer of the Borrower of Borrower; and (Axii) the resolutions executed copies of the Board of Directors of the Borrower approving the Loan definitive ABL Documents to which the Borrower is a party(and all amendments, (B) the certificate of incorporation of the Borrowersupplements, (C) the bylaws of the Borrower waivers, consents and (D) all other documents evidencing other necessary corporate action and governmental approvalsmodifications to such ABL Documents since August 7, if any2013), with respect to this Agreement, in each case as in effect on the Note, and the other Loan Documents; (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,Closing Date.

Documentation. 232 The Administrative Agent shall have received place of closing: Qinhuangdao, Hebei Province, the following duly executed People's Republic of China or by all the parties theretovirtual meeting, in form the event that a closing in Qinhuangdao is not possible for reasons related to COVID-19 233 (a) In exchange for payment of the Purchase Price and substance satisfactory all other sums payable the Sellers shall provide the Buyers with the 234 following delivery documents: documents shall be delivered subject to a separate mutual agreement between the Administrative Agent, the Issuing Lender Sellers and the LendersBuyers to be reached within 30 (thirty) banking days after this MOA is duly signed, and, where applicable, in sufficient copies otherwise the Buyers shall be deemed to breach this MOA and the Sellers are entitled to forfeit the Deposit and claim for each Lender: compensation against the Buyers. 235 (i) Legal Bill(s) of Sale in a form recordable in the Buyers’ Nominated Flag State, 236 transferring title of the Vessel and stating that the Vessel is free from all mortgages, 237 encumbrances and maritime liens or any other debts whatsoever, duly notarially attested 238 and legalised or apostilled, as required by the Buyers’ Nominated Flag State; 239 (ii) Evidence that all necessary corporate, shareholder and other action has been taken by 240 the Sellers to authorise the execution, delivery and performance of this Agreement; 241 (iii) Power of Attorney of the Sellers appointing one or more representatives to act on behalf 242 of the Sellers in the performance of this Agreement, a Note payable duly notarially attested and legalised 243 or apostilled (as appropriate); 244 (iv) Certificate or Transcript of Registry issued by the competent authorities of the flag state 245 on the date of delivery evidencing the Sellers’ ownership of the Vessel and that the 246 Vessel is free from registered encumbrances and mortgages, to be faxed or e-mailed by 247 such authority to the order closing meeting with the original to be sent to the Buyers as soon as 248 possible after delivery of each Lender the Vessel; 249 (v) Declaration of Class or (depending on the Classification Society) a Class Maintenance 250 Certificate issued within three (3) Banking Days prior to delivery confirming that the 251 Vessel is in Class free of condition/recommendation; 252 (vi) Certificate of Deletion of the Vessel from the Vessel's registry or other official evidence of 253 deletion appropriate to the Vessel's registry at the time of delivery, or, in the amount event that 254 the registry does not as a matter of its Commitmentpractice issue such documentation immediately, a 255 written undertaking by the Sellers to effect deletion from the Vessel's registry forthwith 256 and provide a certificate or other official evidence of deletion to the Buyers promptly and 257 latest within four (4) weeks after the Purchase Price has been paid and the Vessel has 258 been delivered; 259 (vii) A copy of the Vessel's Continuous Synopsis Record certifying the date on which the 260 Vessel ceased to be registered with the Vessel's registry, or, in the event that theregistry 261 does not as a matter of practice issue such certificate immediately, a writtenundertaking 262 from the Sellers to provide the copy of this certificate promptly upon it being issued 263 together with evidence of submission by the Sellers of a duly executed Form 2 stating 264 the date on which the Vessel shall cease to be registered with the Vessel's registry; 265 (viii) Commercial Invoice for the Vessel; 266 (ix) Commercial Invoice(s) for bunkers, lubricating and hydraulic oils and greases; 267 (x) A copy of the Sellers’ letter to their satellite communication provider cancellingthe 268 ▇▇▇▇▇▇’s communications contract which is to be sent immediately after delivery of the 269 Vessel; 270 (xi) Any additional documents as may reasonably be required by the competent authorities of 271 the Buyers’ Nominated Flag State for the purpose of registering the Vessel, provided the 272 Buyers notify the Sellers of any such documents as soon as possible after the date of 273 this Agreement; and. 274 (xii) The Sellers’ letter of confirmation that to the best of their knowledge, the GuarantiesVessel is not 275 black listed by any nation or international organisation. 277 (i) Evidence that all necessary corporate, shareholder and other action has been taken by 278 the Pledge Buyers to authorise the execution, delivery and performance of this Agreement, the Security Agreements, ; and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules; 279 (ii) a favorable opinion Power of Attorney of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as Buyers appointing one or more representatives to act on behalf 280 of the date of this Agreement and substantially Buyers in the form performance of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, duly notarially attested and the other Loan Documents; legalised 281 or apostilled (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,appropriate).

Documentation. The Administrative Agent shall have received the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, a Tranche A Note payable to the order of each Lender in the amount of its Tranche A Commitment, a Tranche B Note payable to the order of each Lender in the amount of its Tranche B Commitment, the Guaranties, the Pledge AgreementAgreements executed by the Parent, Holdings, and the Borrower, the Security Agreements, and Mortgages encumbering at least 80% (by value) substantially all of the Borrower’s 's and its Subsidiaries’ ' Proven Reserves and Oil and Gas Properties in connection therewith, other than the JEDI Collateral, the Intercreditor Agreement, and each of the other Loan Documents, and all attached exhibits and schedules; (ii) a favorable opinion opinions of the Borrower’s, its Subsidiaries’ 's and the Guarantors’ ' respective counsels and of the Administrative Agent's Alabama counsel each dated as of the date of this Agreement in form and substantially in substance satisfactory to the form of Administrative Agent and the attached Exhibit K Lenders and covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board board of Directors directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation and the bylaws of the Borrower, and (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents; (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board board of Directors directors or managers (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,, (B) the articles or certificate (as applicable) of incorporation (or organization) and bylaws or other governing documents of such Guarantor, and (C) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty, the Security Instruments, and the other Loan Documents to which such Guarantor is a party; (vi) a certificate of the secretary or an assistant secretary of each Guarantor certifying the names and true signatures of officers of such Guarantor authorized to sign the Guaranty, Security Instruments, and the other Loan Documents to which such Guarantor is a party; (vii) a certificate dated as of the date of this Agreement from a Responsible Officer of the Borrower on behalf of the Borrower stating that (A) all representations and warranties of the Borrower set forth in this Agreement are true and correct in all material respects; (B) no Default has occurred and is continuing; and (C) the conditions in this Section 3.01 have been met; (viii) appropriate UCC-1 and UCC-3, as applicable, Financing Statements covering the Collateral for filing by the Administrative Agent with the appropriate authorities and any other documents, agreements or instruments reasonably necessary to create an Acceptable Security Interest in such Collateral; (ix) stock or, to the extent applicable under the Person's organizational documents, membership or partnership interest certificates required in connection with the Pledge Agreements and stock powers executed in blank for each such stock certificate endorsed in blank to the Administrative Agent; (x) insurance certificates naming the Administrative Agent loss payee or additional insured, as applicable, and evidencing insurance which meets the requirements of this 41 Agreement and the Security Instruments, and which is otherwise satisfactory to the Administrative Agent; (xi) the initial Independent Engineer's Report dated effective as of June 30, 2003; (xii) copies, certified by a Responsible Officer of the Borrower, of the Merger Agreement and all exhibits and schedules thereto, Project Company Note, the Project Company Mortgage, and any material agreements executed in connection with the Merger Agreement; and (xiii) such other documents, governmental certificates, agreements and lien searches as the Administrative Agent or any Lender may reasonably request.

Documentation. The Administrative Agent shall have received the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge AgreementAgreements, the Security Agreements, and Mortgages encumbering at least 80% (by value) substantially all of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, including the Subordination and Intercreditor Agreement, and all attached exhibits and schedules; (ii) a favorable opinion opinions of the Borrower’s, its Subsidiaries’ ’, and the Guarantors’ counsel dated as of the date of this Agreement in form and substantially in substance reasonably satisfactory to the form of Lenders and the attached Exhibit K Administrative Agent and covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board board of Directors directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate articles of incorporation and bylaws of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents, and (D) the Contribution Agreement as in effect on the Effective Date; (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, the Security Instruments, the Notices of Borrowing, the Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors Managers (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,, (B) the articles or certificate (as applicable) of incorporation or organization and bylaws (or equivalent) of such Guarantor, and (C) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty, the Security Instruments, and the other Loan Documents to which such Guarantor is a party; (vi) a certificate of the secretary or an assistant secretary of each Guarantor certifying the names and true signatures of officers of such Guarantor authorized to sign the Guaranty, Security Instruments and the other Loan Documents to which such Guarantor is a party; (vii) a certificate dated as of the date of this Agreement from a Responsible Officer of the Borrower stating that (A) all representations and warranties of the Borrower set forth in this Agreement are true and correct in all material respects; (B) no Default has occurred and is continuing; and (C) the conditions in this Section 3.01 have been met; (viii) appropriate UCC-1 and UCC-3, as applicable, financing statements covering the Collateral for filing with the appropriate authorities and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Collateral; (ix) stock certificates required in connection with the Pledge Agreements and stock powers executed in blank for each such stock certificate; (x) insurance certificates naming the Administrative Agent loss payee or additional insured, as applicable, and evidencing insurance which meets the requirements of this Agreement and the Security Instruments, and which is otherwise satisfactory to the Administrative Agent; (xi) the initial Independent Engineering Reports dated effective as of a date acceptable to the Administrative Agent; and (xii) such other documents, governmental certificates, agreements and lien searches as the Administrative Agent or any Lender may reasonably request.

Documentation. 232 The Administrative place of closing: Zhoushan, China in the office of Escrow Agent shall have received the following duly executed or by all the parties theretovirtual meeting, in form and substance satisfactory to the (a) In exchange for payment of the Administrative Agent, Purchase Price the Issuing Lender and Sellers shall provide the Lenders, and, where applicable, in sufficient copies for each LenderBuyers with the 234 following delivery documents: (i) this Agreement, Original legal ▇▇▇▇(s) of Sale in a Note payable to the order of each Lender form recordable in the amount of its CommitmentBuyers’ Nominated Flag State, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) 236 transferring title of the Borrower’s Vessel and its Subsidiariesstating that the Vessel is free from all mortgages, 237 encumbrances and maritime liens or any other debts whatsoever, duly notarially attested 238 and legalised or apostilled, as required by the Buyers’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulesNominated Flag State; (ii) a favorable opinion Evidence that all necessary corporate, shareholder and other action has been taken by 240 the Sellers to authorise the execution, delivery and performance of this Agreement; (A) the copy of the Borrower’sarticles of association and certificate of incorporation of the Sellers, its Subsidiariesin each case signed by one director of the Sellers; (B) the original written resolutions of the board of directors(or share holders) of the Sellers resolving the sale and transfer of the Vessel, notarized by the local legal notary office in Hong Kong; 241 (iii) the original Power of Attorney of the Sellers appointing one or more representatives to act on behalf 242 of the Sellers in the performance of this Agreement, duly notarially attested and legalised 243 or apostilled (as appropriate) notarized by the local legal notary office in Hong Kong; 244 (iv) Certificate or Transcript of registry issued by the competent authorities of the flag state 245 on the date of delivery evidencing the Sellers’ ownership of the Vessel and that the 246 Vessel is free from registered encumbrances and mortgages, to be faxed or e-mailed by 247 such authority to the closing meeting with the original to be sent to the Buyers as soon as 248 possible after delivery of the Vessel; 249 (v) Declaration of Class or (depending on the Classification Society) a Class Maintenance 250 Certificate issued within five (5) Banking Days prior to delivery confirming that the 251 Vessel is in Class free of condition/recommendation; 252 (vi) Certificate of Deletion of the Vessel from the Vessel’s registry or other official evidence of 253 deletion appropriate to the Vessel’s registry at the time of delivery, or, in the event that 254 the registry does not as a matter of practice issue such documentation immediately, a 255 written undertaking by the Sellers to effect deletion from the Vessel’s registry forthwith 256 and provide a certificate or other official evidence of deletion to the Buyers promptly and 257 Issued latest within fourteen (14) ten (10) Banking Days after the Purchase Price has been paid and the GuarantorsVessel has been delivered. 258 259 (vii) Vessel’s Continuous Synopsis Record certifying the date on which the 260 Vessel ceased to be registered with the Vessel’s registry, or, in the event that the registry 261 does not as a matter of practice issue such certificate immediately, a written undertaking 262 from the Sellers to provide the copy of this certificate promptly upon it being issued 263 together with evidence of submission by the Sellers of a duly executed Form 2 stating 264 the date on which the Vessel shall cease to be registered with the Vessel’s registry; 265 (viii) Commercial Invoice for the Vessel; 266 (ix) Commercial invoice(s) for bunkers, lubricating and hydraulic oils and greases; 267 (x) A copy of the Sellers’ counsel dated letter to their satellite communication provider canceling the 268 Vessel’s communications contract which is to be sent immediately after delivery of the 269 Vessel; 270 (xi) The Sellers’ letter of confirmation that to the best of their knowledge, the Vessel is not 271 black listed by any nation or international organization, and the Vessel has not touched the bottom or grounded since last dry docking. 272 (xii) Good Standing Certificate issued by the flag state within three (3) ten(10) Banking Days prior to delivery. 273 (xiii) Certificate of Incumbency issued by the flag state or Company Particulars Report download from Hong Kong registry within three (3) ten(10) Banking Days prior to delivery.( 274 (xiv) Buyers notify the Sellers of any such documents as soon as possible after the date of 275 this Agreement; and Any additional documents as may reasonably be required by the competent authorities of the Buyers' Nominated Flag State for the purpose of registering the Vessel,, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement but latest 10 banking days before the expected day of delivery 275 (b) At the time of delivery the Buyers shall provide the Sellers with: 277 (i) Evidence Original of the buyers’ BOD resolution confirming that all necessary corporate, shareholder and substantially other action has been taken by 278 the Buyers to authorise the execution, delivery and performance of this Agreement; and 279 (ii) Power of Attorney, of the Buyers appointing one or more representatives to act on behalf 280 of the Buyers in the form performance of the attached Exhibit K covering the matters discussed in such Exhibit this Agreement, duly notarially attested and such other matters legalised 281 or apositilled (as any Lender through the Administrative Agent may reasonably request; appropriate). (iii) copies, Articles of Incorporation of the Buyers certified as of true copy by the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents; Companies Director or Secretary; (iv) certificates Certificate of a Responsible Officer Incumbency or similar issued by the relevant authority with which the Buyers are incorporated, stating the names of the Borrower certifying Directors ad dated not more than ten (10) banking days before the names and true signatures expected time of delivery of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,Vessel.

Documentation. The Administrative Agent shall have received In addition to the following duly executed matters described in Section 6.1 hereof, the agreements of Lender to increase the Commitment from $5,000,000 to $7,000,000, to make the Term Loan, and to be bound by all the parties theretoterms and conditions of this Amendment are subject to the receipt by the Lender of each of the following, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each LenderProper Form: (ia) this Agreementthe amended and restated $7,000,000 Revolving Credit Note, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (executed by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules; (iib) the Term Note, executed by the Borrower and the Parent; (c) the amendments to Security Documents executed by the Borrower and the Parent; (d) a favorable opinion certificate executed by the Secretary or Assistant Secretary of the Borrower’s, its Subsidiaries’ Borrower and the Guarantors’ counsel Parent dated as of the date thereof; (e) certified copies of any amendments to the Organizational Documents of the Borrower or the Parent; (f) a legal opinion from counsel for the Borrower and the Parent, dated as of the Closing Date, addressed to the Lender and acceptable in all respects to the Lender in its sole and absolute discretion; (g) an executed disbursement authorization letter from the Borrower and the Parent to the Lender with respect to the disbursement of the proceeds of the Term Loan to be made on or after the Second Amendment Closing Date; (h) all other Loan Documents and any other instruments or documents consistent with the terms of this Agreement Amendment and substantially in relating to the form of transactions contemplated hereby as the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request, executed by the Borrower or any other Person required by the Lender; and subject to the further conditions that, at the time of the Term Loan, (1) all such actions as the Lender shall reasonably require to perfect the Liens created pursuant to the Security Documents shall have been taken, including without limitation, the delivery to the Lender of all Property with respect to which possession is necessary for the purpose of perfecting such Liens (including, without limitation, delivery to the Lender of the stock certificates described on Schedule I to this Amendment); (iii2) copiesthe Borrower shall have paid all fees owing to the Lender by the Borrower under this Amendment, certified as including without limitation, the following; (i) a fee in consideration for the Term Loan and the increase in the Commitment, in the amount of $12,000; and (ii) the administration fee, in the amount of $5,000, pursuant to Section 2.3(b) of the date of this Agreement by a Responsible Officer of the Borrower of Credit Agreement; (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D3) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect legal matters incident to this Agreement, the Note, and transactions herein contemplated shall be reasonably satisfactory to counsel for the other Loan Documents; (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,Lender.

Documentation. The Administrative On or before the day on which the initial Borrowing is made, the Agent and the Banks shall have received the following following, each dated on or before such day, duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender Agent and the Lenders, and, where applicable, in sufficient copies for each LenderBanks: (i) this Agreement, a Note Agreement and the other Credit Documents and all attached Exhibits and Schedules and the Notes payable to the order of each Lender in the amount of its CommitmentBanks, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulesrespectively; (ii) a favorable opinion certificates from the appropriate Governmental Authority certifying as to the good standing, existence and authority of the Borrower’s, its Subsidiaries’ and Company in all jurisdictions where the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestCompany is organized or does business; (iii) certificates from a Responsible Officer of each of the Borrowers stating that (A) all representations and warranties of such Borrower set forth in this Agreement are true and correct in all material respects; (B) no Default has occurred and is continuing; and (C) the conditions in this Section 3.01 have been met; (iv) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower appropriate Person of (A) the resolutions of the Board of Directors of the Borrower Company approving this Agreement, the Loan Documents to which Notes, and the Borrower is a partyother Credit Documents, (B) the articles or certificate (as applicable) of incorporation and bylaws of the BorrowerCompany, (C) with respect to the bylaws of French Borrowers, an extrait K-bis and the statutes for each such French Borrower and any other documents authorizing the transactions contemplated by the Credit Documents, (D) with respect to SMS, the organizational documents of SMS and any other documents authorizing the Credit Documents and (E) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the NoteNotes, and the other Loan Credit Documents; (ivv) certificates of a Responsible Officer of each of the Borrower Borrowers certifying the names and true signatures of the officers of the Borrower Borrowers authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, Borrowing and the other Loan Documents to which the Borrower is a partyCredit Documents; (vvi) copiesa favorable opinion of Trou▇▇▇▇ ▇▇▇d▇▇▇ ▇▇▇, certified as counsel to the Company, substantially in the form of the date attached Exhibit F-1; (vii) a favorable opinion of this Agreement by a Responsible Officer or Chambaz & Suermondt, counsel to the secretary or an assistant secretary of each Guarantor of (A) French Borrowers, substantially in the resolutions form of the Board attached Exhibit F-2; (viii) a favorable opinion of Directors Brac▇▇▇▇▇ & ▇att▇▇▇▇▇, L.L.P., counsel to the Agent, substantially in the form of the attached Exhibit F-3; (or ix) a favorable opinion of Uria & Mene▇▇▇▇, ▇▇unsel to SMS, substantially in the form of the attached Exhibit F-4; and (x) such other applicable governing body) of such Guarantor approving documents, governmental certificates, agreements, lien searches as the Loan Documents to which it is a party,Agent and the Banks may reasonably request.

Documentation. The Administrative Agent shall have received the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, a Term Note payable to the order of each requesting Term Lender in the amount of its Term Commitment, a Revolving Note payable to the order of each requesting Revolving Lender in the amount of its Revolving Commitment, the Security Agreements, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) substantially all of the Borrower’s 's and its Subsidiaries’ ' personal property and encumbering at least 90% of all of the Loan Parties' Proven Reserves (as set forth in the Initial Engineering Report) and Oil and Gas Properties in connection therewith, account control agreements required pursuant to Section 5.12 and each of the other Loan Documents, and all attached exhibits and schedules; (ii) a favorable opinion of the Borrower’s, its Subsidiaries’ 's and the Guarantors’ ' primary counsel dated as of the date of this Agreement in form and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iii) a favorable opinion of local counsel in each jurisdiction where a Mortgage will be filed in such form and covering such matters as the Administrative Agent may reasonably request; (iv) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the articles or certificate of incorporation and the bylaws of the Borrower, and (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the NoteNotes, and the other Loan Documents; (ivv) certificates of a Responsible Officer the secretary or assistant secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (vvi) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,, (B) the articles or certificate (as applicable) of incorporation (or organization or formation) and bylaws (or partnership or company agreement) of such Guarantor, and (C) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty, the Security Instruments, and the other Loan Documents to which such Guarantor is a party; (vii) a certificate of the secretary or an assistant secretary of each Guarantor certifying the names and true signatures of officers of such Guarantor authorized to sign the Guaranty, Security Instruments and the other Loan Documents to which such Guarantor is a party; (viii) a certificate dated as of the Initial Funding Date from a Responsible Officer of the Borrower stating that (A) all representations and warranties of the Borrower set forth in this Agreement are true and correct in all material respects; (B) no Default has occurred and is continuing; (C) the conditions in this Section 3.01 have been met; (D) that after giving effect to the Credit Extensions occurring on the Initial Funding Date and the Merger, the Borrower shall have Liquidity in excess of $10,000,000; (E) attached to such certificate are true, correct and complete copies of the Merger Agreement and the Accession Agreement as in full force and effect as of the date of such certificate; and (F) the Merger is being consummated substantially simultaneously with delivery of such certificate, in compliance with applicable law and regulatory approvals, and substantially in accordance with the Merger Agreement; (ix) appropriate UCC-1 and UCC-3, as applicable, Financing Statements covering the Collateral for filing with the appropriate authorities and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Collateral; (x) property insurance certificates naming the Administrative Agent loss payee and liability insurance certificates and endorsements naming the Administrative Agent as additional insured, as applicable, and evidencing insurance which meets the requirements of this Agreement and the Security Instruments, and otherwise satisfactory to the Administrative Agent; (xi) the Initial Engineering Report; (xii) stock, membership or partnership certificates required in connection with the Pledge Agreements and stock powers executed in blank for each such stock certificate; (xiii) a Compliance Certificate completed and executed by a Responsible Officer of the Borrower showing the calculation of, and Borrower’s pro forma compliance with Section 6.18, 6.19 and 6.20 as of the Initial Funding Date after giving effect to the Credit Extensions requested and made on the Initial Funding Date; (xiv) certificates of good standing and existence for each Loan Party in (a) the state, province or territory in which each such Person is organized and (b) each state, province or territory in which such good standing is necessary, which certificates shall be dated a date not earlier than 30 days prior to the date hereof; and (xv) such other documents, governmental certificates, agreements and lien searches as the Administrative Agent or any Lender may reasonably request.

Documentation. The Administrative Agent shall have received the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, a Note payable to the order of each Lender that requests a Note in the amount of its CommitmentMaximum Credit Amount, the Guaranties, the Pledge AgreementAgreements, the Security Agreements, and supplements and reaffirmation of existing Mortgages encumbering or amended and restated Mortgages which collectively encumber (A) at least 8090% (by value) of the PV-10 of all of the Borrower’s and its Restricted Subsidiaries’ Proven Reserves and Oil and Gas Properties, and (B) all of the Borrower’s and its Restricted Subsidiaries’ Oil and Gas Properties located in connection therewithKingfisher County, Oklahoma, and each of the other Loan Documents, and all attached exhibits and schedules; (ii) a favorable opinion of the Borrower’s, its Subsidiaries’ ’s and the GuarantorsRestricted Subsidiaries’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K K, covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent Agent, on behalf of the Lenders, may reasonably request; (iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board board of Directors directors of the Borrower General Partner, as general partner of the Borrower, approving the Loan Documents to which the Borrower is a partyparty and authorizing the entering into of Hedge Contracts, (B) the certificate of incorporation of the BorrowerPartnership Agreement, (C) the bylaws certificate of limited partnership of the Borrower duly certified by the Secretary of State of the State of Texas, and (D) the limited liability company agreement of the General Partner, (E) the certificate of formation of the General Partner duly certified by the Secretary of State of the State of Texas, (F) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents; (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents and Hedge Contracts to which the Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer or Officer, the secretary or an assistant secretary or manager of each Guarantor Restricted Subsidiary of (A) the resolutions of the Board board of Directors directors or managers (or other applicable governing body) of such Guarantor Restricted Subsidiary approving the Loan Documents to which it is a party and authorizing the entering into of Hedge Contracts, (B) the articles or certificate (as applicable) of incorporation (or organization) of such Restricted Subsidiary certified by the Secretary of State for the state of organization, (C) the bylaws or other governing documents of such Restricted Subsidiary, and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranties, the Security Instruments, and the other Loan Documents and Hedge Contracts to which the such Restricted Subsidiary is a party,; (vi) a certificate of a Responsible Officer of each Restricted Subsidiary certifying the names and true signatures of officers of such Restricted Subsidiary authorized to sign the Guaranty, Security Instruments and the other Loan Documents and Hedge Contracts to which such Restricted Subsidiary is a party; (vii) certificates of good standing for the Borrower, the General Partner, and each Restricted Subsidiary in each state in which each such Person is organized or qualified to do business, which certificate shall be (A) dated a date not sooner than 14 days prior to the date of this Agreement or (B) otherwise effective on the Effective Date; (viii) a certificate dated as of the date of this Agreement from the Responsible Officer of the Borrower stating that (A) all representations and warranties of the Borrower set forth in this Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such date (except in the case of representations and warranties that are made solely as of an earlier date or time, which representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date or time); (B) no Default has occurred and is continuing; (C) all obligations under the Founder Notes (as defined in the Existing Credit Agreement) have been converted in full to Equity Interests of any Affiliate of the Borrower (other than a Subsidiary thereof), and (D) the conditions in clauses (a), (b), (h) – (n), (p) and (r) of this Section 3.01 have been met; (ix) appropriate UCC-1 and UCC-3 Financing Statements covering the Collateral for filing with the appropriate authorities and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Collateral; (x) to the extent not already in the possession of the Administrative Agent, certificates evidencing the Equity Interests required in connection with the Pledge Agreements and powers executed in blank for each such certificate; (xi) insurance certificates naming the Administrative Agent loss payee or additional insured, as applicable, and evidencing insurance that meet the requirements of this Agreement and the Security Instruments, and that are otherwise satisfactory to the Administrative Agent; (xii) a certificate of the chief financial officer of the Borrower, in form and substance reasonably satisfactory to the Administrative Agent, attesting to the Solvency of the Borrower and its Restricted Subsidiaries, taken as a whole, immediately before and after giving effect to the Transactions; and (xiii) such other documents, governmental certificates, agreements and lien searches as the Administrative Agent or any Lender may reasonably request.

Documentation. The Administrative Agent Agent, the Co-Agents and the Lenders shall have received the following documents, each dated the date hereof (unless otherwise specified), each duly executed by all the parties thereto, in form and substance satisfactory delivered to the Administrative Agent, the Issuing Lender Co-Agents and the Lenders, and, where applicable, and each to be satisfactory in sufficient copies for each Lenderform and substance to the Lenders and their respective counsel: (i) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules; (ii) a favorable opinion replacement Notes in favor of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requesteach Lender; (iii) copies, certified as Drop Down Notes in the principal amount of $75,000,000 and amendments to the date of this Agreement by Drop-Down Note Security Agreements in a Responsible Officer of form acceptable to the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan DocumentsLenders; (iv) certificates written consents hereto executed by (a) Will▇▇▇ ▇. ▇▇▇▇▇ & Sons LLC and Mellon Ventures, Inc., (b) D. C▇▇▇▇▇▇▇ ▇▇▇l▇▇▇▇▇ ▇▇▇ T. Wayn▇ ▇▇▇▇▇▇▇▇▇, ▇▇d (c) each Subsidiary of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a partyBorrower; (v) copiesBorrower, certified each of the Subsidiaries of Borrower, and each Lender shall have entered into an Omnibus Amendment Agreement to the Loan Documents entered into by the Subsidiaries of Borrower; (vi) deposit account agreements among Borrower, each of its Subsidiaries and each of the depositary banks described on SCHEDULE 4.26 in form and substance acceptable to the Co-Agents, but in any event in conformity with Section 5.1 (provided that it is understood that any not delivered as of the date hereof shall be obtained by Borrower within 30 days following the date hereof); (vii) a certificate signed by the President or chief financial officer of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of Borrower certifying that (A) the resolutions representations and warranties set forth in Article 4 hereof are true and correct in all respects on and as of such date with the same effect as though made on and as of such date; (B) Borrower is are on such date in compliance with all the terms and conditions set forth in this Agreement on its part to be observed and performed; and (C) on the date hereof, after giving effect to the making of the Board initial Loan, no Default or Event of Directors Default has occurred or is continuing; (or other applicable governing bodyviii) of such Guarantor approving legal opinions acceptable to the Loan Documents Lenders from counsel to which it is a party,Borrower;

Documentation. The Administrative Agent Agent’s receipt of the following, each of which shall have received the following duly be originals or facsimiles or electronic copies (including “PDF” and “TIFF” files) (followed promptly by originals) unless otherwise specified, each properly executed by all a Responsible Officer of the parties theretosigning Loan Party, each dated the Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date) and each in form and substance reasonably satisfactory to the Administrative Agent, the Issuing Lender L/C Issuers party hereto and the Lenders, and, where applicable, in sufficient copies for each LenderLenders party hereto: (i) a counterpart of this AgreementAmendment, a Note payable to duly executed and delivered by the order of each Lender in the amount of its CommitmentBorrower, the GuarantiesSubsidiary Guarantors, the Pledge Agreement, Required Lenders and the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulesL/C Issuers; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment; (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing and in good standing in its jurisdiction of organization; (iv) favorable opinion opinions of counsel to the Borrower’sLoan Parties, its Subsidiaries’ addressed to the Administrative Agent, each L/C Issuer and each Lender, as to such matters concerning the Loan Parties, this Amendment and the Guarantors’ counsel dated transactions contemplated hereby as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iiiv) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents; (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other each Loan Documents to which the Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of Party either (A) attaching copies of all consents, licenses and approvals required in connection with the resolutions execution, delivery and performance by such Loan Party and the validity against such Loan Party of this Amendment, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; and (vi) a Committed Loan Notice with respect to the Board Term Loan Borrowing and, if the Term Loan Borrowing will initially consist of Directors Eurocurrency Rate Loans, a funding indemnity letter (or other applicable governing bodyit being understood that if the Term Loan Borrowing will initially consist of Eurocurrency Rate Loans, the items described in this clause (vi) of such Guarantor approving must be received not later than 11:00 a.m. three Business Days prior to the Loan Documents to which it is a party,Amendment Effective Date).

Documentation. The Administrative Agent shall have received the following duly executed (which may be, in the Administrative Agent's sole discretion, by facsimile or scanned pdf email) by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender Lenders and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Security Agreements, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 8090% (by value) of all of the Borrower’s 's and its Subsidiaries’ Proven Reserves and the Guarantors' Oil and Gas Properties in connection therewithconstituting Proven Reserves, and each of the other Loan Documents, and all attached exhibits and schedules; (ii) a favorable opinion of (A) the Borrower’s, its Subsidiaries’ 's and the Guarantors’ ' counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K K-1 and (B) the Borrower's and the Guarantors' local counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K-2 covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iii) copiesa certificate of the secretary, certified assistant secretary or Responsible Officer of the Borrower certifying copies as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board board of Directors directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the articles or certificate of incorporation and the bylaws of the Borrower, (C) the bylaws certificates of good standing and existence for the Borrower in (1) the state, province or territory in which the Borrower is organized and (2) each other state, province or territory in which the Borrower is required to be qualified to do business under Section 5.03, which certificates shall be dated a date not earlier than 30 days prior to the date hereof, (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents; (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents and Hedge Contracts to which the Borrower is a partyparty and (E) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes, and the other Loan Documents; (viv) copiesa certificate of the secretary, certified an assistant secretary or Responsible Officer of each Guarantor certifying copies as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,, (B) the articles or certificate (as applicable) of incorporation (or organization) and bylaws of such Guarantor, (C) certificates of good standing and existence for each Guarantor in (1) the state, province or territory in which each Guarantor is organized and (2) each other state, province or territory in which each Guarantor is required to be qualified to do business under Section 5.03, which certificates shall be dated a date not earlier than 30 days prior to the date hereof, (D) the names and true signatures of officers of such Guarantor authorized to sign the Guaranty, Security Instruments and the other Loan Documents to which such Guarantor is a party and (E) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty, the Security Instruments, and the other Loan Documents to which such Guarantor is a party; (v) a certificate dated as of the Closing Date from a Responsible Officer of the Borrower stating that (A) all representations and warranties of the Borrower set forth in this Agreement are true and correct in all material respects; (B) no Default has occurred and is continuing; and (C) the conditions in this Section 3.01 have been met; (vi) appropriate UCC-1 and UCC-3, as applicable, Financing Statements covering the Collateral for filing with the appropriate authorities and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Collateral; (vii) insurance certificates naming the Administrative Agent as lender loss payee or additional insured, as applicable, and evidencing insurance which meets the requirements of this Agreement and the Security Instruments, and which is otherwise satisfactory to the Administrative Agent; (viii) a copy of the most recent Independent Engineering Report delivered pursuant to the Existing Agreement; (ix) to the extent required in connection with the Pledge Agreements, (A) stock or, to the extent applicable under the Person's organizational documents, membership or partnership interest certificates, and stock powers executed in blank for each such stock certificate endorsed in blank to the Administrative Agent and (B) to the extent such Person is a limited liability company or a limited partnership, copies of its limited liability company agreement, partnership agreement or other similar document the terms of which expressly provide that membership interests or partnership interests, as applicable, in such Person are securities governed by Chapter 8 of the Uniform Commercial Code as in effect in the State of Texas; and (x) such other documents, governmental certificates, agreements and lien searches as the Administrative Agent or any Lender may reasonably request.

Documentation. The On or before the day on which the initial Borrowing is made or the initial Letter of Credit is issued, the Administrative Agent and the Lenders shall have received the following following, each dated on or before such day, duly executed by all the parties thereto, each in form and substance satisfactory to the Administrative Agent, the Issuing Lender Agent and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, Agreement and all attached Exhibits and Schedules; (ii) any Note requested by a Note Lender pursuant to Section 2.02(g) payable to the order of each such requesting Lender in the amount of its Revolving Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules; (ii) a favorable opinion of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iii) copiesthe Security Agreement executed the Borrower and each Guarantor, certified together with UCC-1 financing statements and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in the Collateral described therein; (iv) the Pledge Agreement executed by the Borrower and each Guarantor that has a Material Subsidiary pledging to the Administrative Agent for the benefit of the Secured Parties all of the Equity Interests of the Material Subsidiaries that are Domestic Subsidiaries of such Loan Party and 65% of the Equity Interests of the Material Subsidiaries that are Foreign Subsidiaries of such Loan Party, together with certificates, powers executed in blank, UCC-1 financing statements and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Equity Interests; (v) a Custodial Agreement executed by the Administrative Agent, the Loan Parties and Custodians selected by the Borrower and approved by the Administrative Agent in its sole discretion; (vi) a certificate dated as of the date of this Agreement by Closing Date from a Responsible Officer of the Borrower of stating that (A) the resolutions all representations and warranties of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower such Person set forth in this Agreement and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and in the other Loan Documents; (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,party are true and correct in all material respects; (B) no Default has occurred and is continuing; and (C) the conditions in this Section 3.01 have been met; (vii) copies of the certificate or articles of incorporation or other equivalent organizational documents, including all amendments thereto, of each Loan Party, certified as of the Closing Date by a Responsible Officer of such Loan Party as being true and complete copies thereof; (viii) a certificate of a Responsible Officer of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the organizational documents of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Loan Party is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or other organizational documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certified copy thereof furnished pursuant to clause (vii) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document, Notices of Borrowing or any other document delivered in connection herewith on behalf of such Loan Party; (ix) a certificate of another officer of each Loan Party as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to (viii) above; (x) certificates from the appropriate Governmental Authority certifying as to the good standing, existence and authority of each of the Loan Parties in all jurisdictions where required by the Administrative Agent; (xi) a favorable opinion dated as of the Closing Date of ▇▇▇▇▇ ▇▇▇▇▇▇, general counsel to the Loan Parties; (xii) a favorable opinion dated as of the Closing Date of Akin Gump ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP, Texas, New York and Delaware counsel to the Loan Parties; (xiii) a favorable opinion dated as of the Closing Date of ▇▇▇▇ ▇▇▇▇▇▇ Hawthorne D’▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P., Louisiana counsel to the Loan Parties; (xiv) a certificate from a Financial Officer of the Borrower dated as of the Closing Date addressed to the Administrative Agent and each of the Lenders regarding the matters set forth in Section 4.20; (xv) a certificate from a Financial Officer addressed to the Administrative Agent and each of the Lenders, which shall be in form and in substance reasonably satisfactory to the Administrative Agent, certifying that as of the Closing Date the updated Projections prepared by the Borrower and provided to the Administrative Agent are true and correct in all material respects based upon the assumptions stated therein and the best information reasonably available to such officer at the time such Projections were made and shall describe any changes therein and state that such changes shall not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect to occur; (xvi) a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.04 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Administrative Agent as an additional insured; (xvii) (A) satisfactory Appraisal Reports on a Fair Market Value basis of the Collateral, each in form and substance reasonably satisfactory to the Administrative Agent and issued by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or issued by firm(s) reasonably acceptable to the Administrative Agent or (B) copies of purchase invoices with respect to Collateral, that, taken together, affirm that after giving effect to the initial Borrowing on the Closing Date a Borrowing Base deficiency under Section 2.07(c)(i) will not exist; and (xviii) such other documents, governmental certificates and agreements as the Administrative Agent or any Lender may reasonably request.

Documentation. The Administrative Agent shall have received counterparts of this Agreement executed by the Borrower, the Parent and the Lenders, and the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, and, with respect to this Agreement, the Issuing Lender Notes (if required by a Lender), the Disclosure Letter and the Lenders, and, where applicableGuarantee and Collateral Agreement, in sufficient copies for each Lender:Lender (except for each Note, as to which one original of each shall be sufficient): (i) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) an executed copy of the Borrower’s Guarantee and its Subsidiaries’ Proven Reserves Collateral Agreement and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulesDisclosure Letter; (ii) a favorable opinion certificate from the Chief Executive Officer, President, Chief Financial Officer or Executive Vice President of the Borrower’s, its Subsidiaries’ and Parent on behalf of the Guarantors’ counsel Borrower dated as of the date Closing Date stating that as of the Closing Date (A) all representations and warranties of the Borrower and the Guarantors set forth in this Agreement and substantially the Credit Documents are true and correct in all material respects (except to the form extent that any representation or warranty that is qualified by materiality shall be true and correct in all respects); provided, to the extent that any representation and warranty specifically refers to a given date or period, it shall be true and correct in all material respects as of the attached Exhibit K covering the matters discussed in such Exhibit date or for such period; and such other matters as any Lender through the Administrative Agent may reasonably request(B) no Default has occurred and is continuing; (iii) copies, certified a certificate of the Secretary of the Borrower dated as of the date of this Agreement by a Responsible Officer Closing Date certifying as of the Borrower of Closing Date to the extent applicable (A) the resolutions names and true signatures of the Board of Directors officers or authorized representatives of the Borrower approving authorized to sign the Loan Documents to which the Borrower is a partyCredit Documents, (B) resolutions of the certificate board of incorporation trustees of Parent, in its capacity as the general partner of the Borrower, (C) approving the bylaws transactions herein contemplated and of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvalsand other third party approvals and consents, if any, with respect to this Agreementthe transactions under the Credit Documents and each Credit Document to which it is or is to be a party, (C) a true and correct copy of the Noteorganizational documents of Borrower, and (D) a true and correct copy of the other Loan Documentspartnership agreement of the Borrower; (iv) certificates of a Responsible Officer certificate of the Borrower Secretary of the Parent dated as of the Closing Date certifying as of the Closing Date (A) the names and true signatures of the officers or authorized representatives of the Borrower Parent authorized to sign this Agreementthe Credit Documents, (B) resolutions of the Notesboard of trustees of Parent approving the transactions herein contemplated and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, Notices if any, with respect to the transactions under the Credit Documents and each Credit Document to which it is or is to be a party, (C) a true and correct copy of Borrowingthe organizational documents of Parent, Notices (D) a true and correct copy of Conversion or Continuationthe bylaws of the Parent, and (E) that the other Loan Documents to which Parent owns 100% of the Borrower is a partygeneral partner interests in the Borrower; (v) copies, certified a certificate of the Secretary of each of the Subsidiary Guarantors dated as of the date Closing Date certifying as of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of Closing Date to the extent applicable (A) the names and true signatures of officers, members or authorized representatives of each of the Subsidiary Guarantors authorized to sign the Credit Documents, (B) resolutions of the Board respective members of Directors (or other applicable governing body) each of such Guarantor the Subsidiary Guarantors, approving the Loan transactions herein contemplated and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to the transactions under the Credit Documents and each Credit Documents to which it is or is to be a party,, (C) a true and correct copy of the organizational documents of each of the Subsidiary Guarantors, and (D) a true and correct copy of the operating agreement of each of the Subsidiary Guarantors; (vi) a copy of a certificate of the Secretary of State (or equivalent authority) of the jurisdiction of incorporation, organization or formation of each of the Borrower, the Parent and each Subsidiary Guarantor, dated reasonably near (but prior to) the Closing Date, certifying (A) as to a true and correct copy of the charter, certificate of limited partnership, limited liability company agreement or other organizational document of such Person, and each amendment thereto on file in such Secretary’s office, and (B) that such Person is duly incorporated, organized or formed and in good standing or presently subsisting under the laws of the jurisdiction of its incorporation, organization or formation; (vii) a copy of a certificate of the Secretary of State (or equivalent authority) of each jurisdiction in which any of the Parent, the Borrower and each Guarantor Subsidiary owns or leases material property or in which the conduct of its business requires it to qualify or be licensed as a foreign corporation except where the failure to so qualify or be licensed could not reasonably be expected to result in a Material Adverse Change, dated reasonably near (but prior to) the Closing Date, stating with respect to each such Person that such Person is duly qualified and in good standing as a foreign corporation, limited partnership or limited liability company in such State and has filed all annual reports required to be filed to the date of such certificate; (viii) (A) a favorable written opinion of Sidley Austin LLP, as special counsel for the Borrower, the Subsidiary Guarantors and the Parent in a form and substance reasonably acceptable to the Administrative Agent, dated as of the Closing Date, and (B) a favorable opinion of V▇▇▇▇▇▇ LLP, as special counsel for Parent in a form and substance reasonably acceptable to the Administrative Agent, dated as of the Closing Date; (ix) any information or materials reasonably required by the Administrative Agent or any Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the USA Patriot Act (Title III of Pub. L. 107‑56 (signed into law October 26, 2001)) (the “Patriot Act”) and (ii) any applicable “know your customer” or similar rules and regulations, in each case, reasonably requested by such Lender in writing at least ten Business Days prior to the Closing Date; (x) a Solvency Certificate signed by the chief financial officer or another Responsible Officer of the Parent confirming the solvency of the Parent and its Subsidiaries on a consolidated basis after giving effect to the Closing Date Advance and the transactions contemplated by this Agreement; (xi) a Perfection Certificate signed by a Responsible Officer of the Parent with respect to the Parent, the Borrower and the Subsidiary Guarantors; and (xii) copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent with respect to each of the Loan Parties.

Documentation. The On or before the Effective Date, the Administrative Agent shall have received the following duly executed by all the applicable parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender Agent and the Lenders, and, and where applicable, in sufficient copies for each Lender: (i) this Agreement, Agreement and all its attached Exhibits and Schedules; (ii) a Note payable to the order of each Lender in the amount of its Commitment; (iii) amendments to the Security Documents including, the Guarantieswithout limitation, (A) the Pledge AgreementAgreements, (B) the Security Agreements, and (C) the Mortgages encumbering at least 80% requested by the Administrative Agent; (by valueiv) the Guaranties; (v) stock certificates or, to the extent applicable under the Person’s organizational documents, membership or partnership interest certificates required in connection with the Pledge Agreements and stock powers or other transfer documents for each such certificate endorsed in blank to the Administrative Agent; (vi) appropriate UCC-1 or UCC-3 Financing Statements, if any, covering the Collateral for filing with the appropriate authorities; (vii) a certificate dated as of the Borrower’s Effective Date from a Responsible Officer stating that (A) all representations and its Subsidiaries’ Proven Reserves and Oil and Gas Properties warranties of the Borrower set forth in connection therewith, this Agreement and each of the other Loan Documents, Credit Documents to which it is a party are true and correct in all attached exhibits material respects; (B) no Default has occurred and schedulesis continuing; and (C) the conditions in this Section 3.01 have been met; (iiviii) a favorable opinion certificates of insurance naming the Borrower’sAdministrative Agent as loss payee or additional insured, its Subsidiaries’ and as applicable, evidencing insurance which meets the Guarantors’ counsel dated as of the date requirements of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestSecurity Documents; (iiiix) copies, certified a certificate of the secretary or assistant secretary of the General Partner certifying as of the date of this Agreement by a Responsible Officer of the Borrower of Effective Date (A) the resolutions of the Board of Directors existence of the Borrower approving and the Loan Documents to which the Borrower is a partyGeneral Partner, (B) the certificate of incorporation Borrower Partnership Agreement and the other organizational documents of the Borrower, (C) the bylaws General Partner’s Certificate of the Borrower Organization and Regulations, (D) the resolutions of the General Partner approving this Agreement, the Notes, the other Credit Documents, and the related transactions on behalf of the Borrower, and (E) all other documents evidencing other necessary corporate action and governmental approvalscorporate, partnership or limited liability company action, if any, with respect to this Agreement, the NoteNotes, and the other Loan DocumentsCredit Documents executed and delivered on or before the date hereof; (ivx) certificates a certificate of a Responsible Officer Secretary or an Assistant Secretary of the General Partner of the Borrower dated as of the Effective Date certifying the names and true signatures of the officers of the Borrower General Partner authorized to sign this Agreement, the Notes, the Notices of BorrowingBorrowing and the other Credit Documents on behalf of the Borrower; (xi) certificates of the secretary or assistant secretary of each of the Guarantors certifying as of the Effective Date (A) the organizational documents of such Guarantor, Notices (B) the resolutions of Conversion the governing body of such Guarantor approving this Agreement, the Guaranty, the other Credit Documents to which such Guarantor is a party, and the related transactions, and (C) all other documents evidencing other necessary corporate, partnership or Continuationlimited liability company action, if any, with respect to this Agreement, the Guaranty, and the other Loan Credit Documents to which the Borrower such Guarantor is a partyparty executed and delivered on or before the date hereof; (vxii) copies, certified certificates of a Secretary or an Assistant Secretary of each Guarantor dated as of the date of the initial Borrowing certifying the names and true signatures of the officers of such Guarantor authorized to sign this Agreement Agreement, the Guaranty and the other Credit Documents to which such Guarantor is a party on behalf of such Guarantor; (xiii) certificates of good standing, existence, and authority for the Borrower, the General Partner, the Limited Partner, and each of the Guarantors from each of the states in which the Borrower, the General Partner, the Limited Partner, and each of the Guarantors is either organized or, to the extent requested by a Responsible Officer or the secretary or an assistant secretary Administrative Agent, does business; (xiv) results of each Guarantor lien and tax searches of the UCC Records of the Secretary of State of jurisdictions selected by the Administrative Agent and reflecting no Liens (other than Permitted Liens) against any of the Collateral other than in favor of the Administrative Agent; (xv) favorable opinions of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P., outside Texas counsel to the resolutions Borrower, and (B) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, General Counsel of the Board Borrower, in each case dated as of Directors the Effective Date and in a form reasonably acceptable to Administrative Agent and covering the Borrower and the Guarantors; (xvi) the Financial Statements and the other financial statements or information described in Section 4.05; and (xvii) such other applicable governing body) of such Guarantor approving documents and agreements as the Loan Documents to which it is a party,Administrative Agent may reasonably request.

Documentation. The Documentation Agent or the Administrative Agent ------------- shall have received counterparts of this Agreement executed by the Borrower and the Banks, and the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the LendersAgents, and, where applicablewith respect to this Agreement, all Subordinate Guaranties and the Environmental Indemnity, in sufficient copies for each LenderBank: (i) this Agreementthe Notes, a Note payable to the order of each Lender in the amount of its Commitment, the all Subordinate Guaranties, and the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulesEnvironmental Indemnity; (ii) a favorable opinion certificate from the Chief Executive Officer, President or Chief Financial Officer of the General Partner on behalf of the Borrower dated as of the Effective Date stating that as of the Effective Date (A) all representations and warranties of the Borrower set forth in this Agreement and the Credit Documents are true and correct in all material respects; (B) no Default has occurred and is continuing; (C) the conditions in this Section 3.01 have been met or waived in writing; and (D) to the best of the Borrower’s's knowledge there are no claims, its Subsidiaries’ defenses, counterclaims or offsets against the Banks under the Credit Documents; (iii) a certificate of the Secretary or an Assistant Secretary of the General Partner on behalf of the Borrower and the Guarantors’ counsel each Guarantor dated as of the date of this Agreement certifying as of the date of this Agreement (A) the names and true signatures of officers or authorized representatives of the general partner of the Borrower and such Guarantor authorized to sign the Credit Documents to which such Person is a party as general partner of such Person, (B) resolutions of the Board of Directors or the members of the general partner of such Person with respect to the transactions herein contemplated, (C) either (x) the copies of the organizational documents of the general partner of such Person delivered to the Banks are still true and correct and have not been amended or modified since such date or (y) copies of any modification or amendment to the organizational documents of the general partner of such Person made since such date, (D) a true and correct copy of the partnership agreement for such Person, (E) a true and correct copy of all partnership authorizations necessary or desirable in connection with the transactions herein contemplated and (F) a true and correct copy of all Senior Credit Documents; (iv) a certificate of the Secretary or an Assistant Secretary of the Parent dated as of the date of this Agreement certifying as of the date of this Agreement (A) resolutions of the Board of Directors of such Person with respect to the transactions herein contemplated, (B) the copies of the charter and bylaws of the Parent and any modification or amendment to the articles or certificate of incorporation or bylaws of the Parent made since such date and (C) the calculation of the Parent's and the Parent's Subsidiaries Consolidated Adjusted EBITDA for the Rolling Period preceding such date and Total Availability as of such date in such detail as the Agents shall reasonably request; (v) (A) one or more favorable written opinions of Battle ▇▇▇▇▇▇ L.L.P., special counsel for the Borrower, the Parent, and their Subsidiaries, substantially in the form of the attached Exhibit K covering I, in each case dated as of the matters discussed Closing Date and with such changes as the Agents may approve, (B) one or more favorable written opinions of Kane, Russell, ▇▇▇▇▇▇▇ & ▇▇▇▇▇, special Texas counsel for the Borrower, the Parent, and the Manager and their Subsidiaries, in a form reasonably acceptable to the Agents, in each case dated as of the Closing Date and with such Exhibit changes as the Agents may approve, and (C) such other matters legal opinions as any Lender through either of the Administrative Agents shall reasonably request, in each case dated as of the Closing Date and with such changes as the Agents may approve; and (vi) such other documents, governmental certificates, agreements, lien searches as either Agent may reasonably request; (iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents; (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,.

Documentation. The Administrative Agent shall have received the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 8090% (by value) of the Borrower’s and its Subsidiaries’ Proven Proved Reserves and associated Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules; (ii) a favorable opinion of the Borrower’s, its Subsidiaries’ ’s and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents; (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,, (B) the articles or certificate (as applicable) of incorporation (or organization) and bylaws of such Guarantor, and (C) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty, the Security Instruments, and the other Loan Documents to which such Guarantor is a party; (vi) a certificate of the secretary or an assistant secretary of each Guarantor certifying the names and true signatures of officers of such Guarantor authorized to sign the Guaranty, Security Instruments and the other Loan Documents to which such Guarantor is a party; (vii) appropriate UCC-1 and UCC-3, as applicable, Financing Statements covering the Collateral for filing with the appropriate authorities and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Collateral; (viii) insurance certificates naming Administrative Agent as additional insured, or loss payee, as applicable, and evidencing insurance which meets the requirements of this Agreement and the Security Instruments, and which is otherwise satisfactory to Administrative Agent; (ix) the initial Independent Engineer’s Report dated effective as of a date acceptable to Administrative Agent; (x) certificates of good standing for Borrower and the Guarantors in each state in which each such Person is organized or qualified to do business, which certificate shall be acceptable to Administrative Agent; (xi) a certificate dated as of the date of this Agreement from the Responsible Officer of Borrower stating that (A) all representations and warranties of Borrower set forth in this Agreement are true and correct in all material respects as of such date (except in the case of representations and warranties that are made solely as of an earlier date or time, which representations and warranties shall be true and correct in all material respects as of such earlier date or time); (B) no Default has occurred and is continuing; and (C) the conditions in this Section 3.1 have been met; (xii) a list of current purchasers of Hydrocarbons produced from the Oil and Gas Properties and contact information and addresses for each purchaser; (xiii) such other documents, governmental certificates, agreements and lien searches as Administrative Agent may reasonably request; and (xiv) consent, in form and substance satisfactory to Administrative Agent, from Blackstone Minerals Company L.P. (or its appropriate Affiliate) to the Mortgage (for Oil & Gas Properties located in the State of Texas), enforcement of same and all rights and remedies granted thereunder.

Documentation. The Administrative Agent shall have received the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, a Note payable to the order of each requesting Lender in the amount of its Commitment, the Security Agreements, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) substantially all of the Borrower’s 's and its Subsidiaries’ ' personal property and encumbering at least 90% of all of the Loan Parties' Proven Reserves (as set forth in the Initial Engineering Report) and Oil and Gas Properties in connection therewiththerewith (including the Oil and Gas Properties to be acquired under the Initial Acquisition), and each of the other Loan Documents, and all attached exhibits and schedules; (ii) a favorable opinion of the Borrower’s, its Subsidiaries’ 's and the Guarantors’ ' primary counsel dated as of the date of this Agreement in form and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower General Partner of (A) the resolutions of the Board board of Directors managers of the Borrower General Partner approving the Loan Documents to which the Borrower or the General Partner is a party, (B) the articles or certificate of incorporation formation of the General Partner and the company agreement of the General Partner, (C) the certificate of limited partnership of the Borrower, (CD) the bylaws partnership agreement of the Borrower Borrower, and (DE) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the NoteNotes, and the other Loan Documents; (iv) certificates of a Responsible Officer the secretary or assistant secretary of the Borrower General Partner certifying the names and true signatures of the officers of the Borrower General Partner authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower or the General Partner is a party; (v) other than as otherwise required under clause (iii) above, copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,, (B) the articles or certificate (as applicable) of incorporation (or organization) and bylaws of such Guarantor, and (C) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty, the Security Instruments, and the other Loan Documents to which such Guarantor is a party; (vi) a certificate of the secretary or an assistant secretary of each Guarantor certifying the names and true signatures of officers of such Guarantor authorized to sign the Guaranty, Security Instruments and the other Loan Documents to which such Guarantor is a party; (vii) a certificate dated as of the Initial Funding Date from a Responsible Officer of the Borrower stating that (A) all representations and warranties of the Borrower set forth in this Agreement are true and correct in all material respects; (B) no Default has occurred and is continuing; and (C) the conditions in this Section 3.01 have been met; (viii) appropriate UCC-1 and UCC-3, as applicable, Financing Statements covering the Collateral for filing with the appropriate authorities and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Collateral; (ix) property insurance certificates naming the Administrative Agent loss payee and liability insurance certificates naming the Administrative Agent as additional insured, as applicable, and evidencing insurance which meets the requirements of this Agreement and the Security Instruments (including business interruption insurance), and which is otherwise satisfactory to the Administrative Agent; (x) the Initial Engineering Report; (xi) stock, membership or partnership certificates required in connection with the Pledge Agreements and stock powers executed in blank for each such stock certificate; (xii) copies, certified by a Responsible Officer of the Borrower, of all of the Initial Acquisition Instruments and the Private Placement Documents, together with all amendments, modifications or waivers thereto in effect on the effective date of this Agreement; (xiii) a Compliance Certificate completed and executed by a Responsible Officer of the General Partner showing the calculation of, and Borrower's pro forma compliance with Section 6.17 as of the Initial Funding Date after giving effect to the Initial Acquisition, the Private Placement and the Borrowings requested and made on the Initial Funding Date; (xiv) certificates of good standing and existence for each Loan Party in (a) the state, province or territory in which each such Person is organized and (b) each state, province or territory in which such good standing is necessary, which certificates shall be dated a date not earlier than 30 days prior to the date hereof; and (xv) such other documents, governmental certificates, agreements and lien searches as the Administrative Agent or any Lender may reasonably request.

Documentation. The Administrative Agent shall have received the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender Agent and the LendersBanks, and, where applicable, in sufficient copies for each LenderBank: (i) this Agreement, a an Amended and Restated Revolving Note and an Amended and Restated Term Note payable to the order of each Lender Bank in the amount of its CommitmentRevolving Commitment and outstanding principal amount of Term Advances as of the Effective Date, respectively, the Guaranties, the Limited Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages Amendments to each of the existing Mortgages encumbering at least 80% (by value) substantially all of the Borrower’s 's and its Subsidiaries’ Proven Reserves and the Guarantors' Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules; (ii) a favorable opinion of the Borrower’s's Oklahoma counsel, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement Effective Date and substantially in the form of the attached Exhibit K EXHIBIT K-1 covering the matters discussed in such Exhibit and such other matters as any Lender Bank through the Administrative Agent may reasonably request; (iii) copies, certified a favorable opinion of the Agent's counsel dated as of the date of this Agreement by a Responsible Officer Effective Date and substantially in the form of the Borrower of (A) attached EXHIBIT K-2 covering the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documentsmatters discussed in such Exhibit; (iv) certificates a certificate of a Responsible Officer the secretary or an assistant secretary of the Borrower certifying its Certificate of Incorporation and Bylaws, the names resolutions of the board of directors of the Borrower authorizing this Agreement and true related transactions, and the incumbency and signatures of the officers of the Borrower authorized to sign execute this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, Agreement and the other Loan Documents to which the Borrower is a partyrelated documents; (v) copies, certified as a certificate of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor certifying the existence of (A) such Guarantor, the certificate or articles of incorporation and bylaws or other equivalent organizational documents of such Guarantor, the resolutions of the board of directors or other equivalent managing body of such Guarantor authorizing the Guaranty of such Guarantor and related transactions, and the incumbency and signatures of the officers of such Guarantor authorized to execute the Guaranty of such Guarantor and related documents; (vi) a certificate dated as of the Effective Date from the president or chief financial officer of the Borrower stating that (A) all representations and warranties of the Borrower set forth in this Agreement are true and correct in all material respects; (B) no Default has occurred and is continuing; and (C) the conditions in this Section 3.01 have been met; (vii) appropriate UCC-1 or UCC-3 Financing Statements covering the Collateral for filing with the appropriate authorities; (viii) stock certificates required in connection with the Pledge Agreements and stock powers executed in blank for each such stock certificate; (ix) insurance certificates naming the Agent loss payee or additional insured evidencing insurance which meets the requirements of this Agreement and the Security Documents and which is satisfactory to insurance consultants or brokers satisfactory to the Agent; (x) certified copies of each of the Reorganization Documents, each certified as of the Effective Date by a Responsible Officer of the Borrower (A) as being true and correct copies of such documents as of the Effective Date, (B) that to the knowledge of such Responsible Officer as having been duly authorized by the Board of Directors of the Borrower, as managing general partner of the Partnership, and by Double R, as special general partner of the Partnership, and (or other applicable governing bodyC) that to the -43- knowledge of such Guarantor approving Responsible Officer as having been duly executed and delivered by the Loan Borrower, as managing general partner of the Partnership, and by Double R, as special general partner of the Partnership; (xi) certified copy of the Rescission Documents to which it is each certified as of the Effective Date by a party,Responsible Officer of the Borrower (A) as being true and correct copies of such documents as of the Effective Date, (B) as having been duly authorized by the Board of Directors of the Borrower, as managing general partner of the Partnership, and by the managing general partner of Partners and (C) as having been duly executed and delivered by the Borrower, as managing general partner of the Partnership, and by the managing general partner of Partners; and (xii) such other documents, governmental certificates, agreements, and lien searches as the Agent or any Bank may reasonably request.

Documentation. The Administrative Agent shall have received the following duly executed by all the parties theretoreceived, in form and substance reasonably satisfactory to the Administrative AgentAgent and its counsel, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) a duly executed copy of this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, Revolving Credit Notes and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, together with such additional documents, instruments and certificates as Agent and its counsel shall require in connection therewith from time to time, all attached exhibits in form and schedulessubstance reasonably satisfactory to Agent and its counsel, including, without limitation the following: (a) Current insurance certificates for Borrowers' casualty and liability insurance policies naming Lender as lender loss payee and/or as additional insured, as applicable; (b) Certified copies of (i) resolutions of each Borrower's and each Subsidiary Guarantor's board of directors authorizing the execution and delivery of this Agreement and/or the Loan Documents to which each such entity is a party and the performance of all transactions contemplated hereby and/or thereby, as applicable, (ii) a favorable opinion each Borrower's and each Subsidiary Guarantor's by-laws and any amendments thereto, and (iii) an incumbency certificate of each Borrower and each Subsidiary Guarantor; (c) A copy of the Borrower’sArticles or Certificate of Incorporation of each Borrower and each Subsidiary Guarantor, and all amendments thereto; (d) Good standing certificates for each Borrower and each Subsidiary Guarantor, issued by the Secretary of State or other appropriate official of its Subsidiaries’ and jurisdiction of incorporation; (e) A closing certificate signed by the Guarantors’ counsel Chief Financial Officer of the Company dated as of the date hereof, stating that (i) the representations and warranties set forth in Section 7 hereof are true and correct in all material respects on and as of such date, (ii) Borrowers are on such date in compliance in all material respects with all the terms and provisions set forth in this Agreement and substantially in the form (iii) on such date no Default or Event of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestDefault has occurred or is continuing; (iiif) copiesThe Security Documents duly executed, certified as accepted and acknowledged by or on behalf of each of the date signatories thereto; (g) The favorable, written opinion of Borrowers' counsel as to the transactions contemplated by this Agreement by a Responsible Officer and any of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents; (ivh) certificates of a Responsible Officer of the Borrower certifying the names The Subsidiary Guaranty duly executed and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a partydelivered by each Subsidiary Guarantor; (vi) copiesSuch other documents, certified instruments and agreements as of Agent and/or Lenders shall reasonably request in connection with the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of foregoing matters; and (Aj) the resolutions of Pre-Closing Financial Statements (specifically including the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,Pre-Closing Home Health Care Statements).

Documentation. The On or before the day on which the initial Borrowing is made or the initial Letters of Credit are issued, the Administrative Agent shall have received the following duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative AgentAgent and each of the Banks, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each LenderBank: (i) this Agreement, Agreement and all its attached Exhibits and Schedules; (ii) a Note executed by the Borrower payable to the order of each Lender Bank requesting a Note in the amount of its Commitment, ; (iii) the Intercreditor Agreement; (iv) the Security Agreements and all their attached Exhibits and Schedules; (v) amendments to each of the existing Mortgages in form and substance reasonably satisfactory to the Administrative Agent; (vi) the Guaranties; (vii) appropriate UCC-1 or UCC-3 Financing Statements covering the Collateral for filing with the appropriate authorities; (viii) a Notice of Borrowing with respect to the initial Borrowing, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% if any; (by valueix) a certificate dated as of the Borrower’s Effective Date from a Responsible Officer stating that (a) all representations and its Subsidiaries’ Proven Reserves and Oil and Gas Properties warranties of the Borrower set forth in connection therewith, this Agreement and each of the other Loan Documents, Credit Documents to which it is a party are true and correct in all attached exhibits material respects; (b) no Default has occurred and schedulesis continuing; and (c) the conditions in this Section 3.01 have been met; (iix) a favorable opinion of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel certificate dated as of the date Effective Date from the Chief Financial Officer of the Borrower as to Solvency of the Borrower and its Subsidiaries on a consolidated basis; (xi) certificate(s) of insurance naming the Collateral Agent as loss payee or additional insured evidencing insurance which meets the requirements of this Agreement and substantially the Security Documents and which is in the amount, form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through substance and from an issuer satisfactory to the Administrative Agent may reasonably requestAgent; (iiixii) copies, certified a certificate of the secretary or assistant secretary of the Ultimate General Partner certifying as of the date of this Agreement by a Responsible Officer Effective Date (a) the existence of the Borrower of and the General Partner, (Ab) the Borrower Partnership Agreement, (c) the General Partner’s organizational documents, (d) the Ultimate General Partner’s organizational documents, (e) the resolutions of the Board Ultimate General Partner approving this Agreement, the Notes, and the other Credit Documents and the related transactions, and (f) all documents evidencing other necessary corporate, partnership or limited liability company action and governmental approvals, if any, with respect to this Agreement and the other Credit Documents executed and delivered on or before the Effective Date; (xiii) a certificate of Directors a Secretary or an Assistant Secretary of the Borrower Ultimate General Partner certifying the names and true signatures of the officers of the Ultimate General Partner authorized to sign this Agreement, the Notice of Borrowing and the other Credit Documents on behalf of the Borrower; (xiv) certificates of the secretary or assistant secretary of each of the Guarantors certifying as of the Effective Date (a) the organizational documents of such Guarantor, (b) the resolutions of the governing body of such Guarantor approving this Agreement, the Loan Guaranty, and the other Credit Documents to which the Borrower such Guarantor is a partyparty and the related transactions, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (Dc) all other documents evidencing other necessary corporate corporate, partnership or limited liability company action and governmental approvals, if any, with respect to this Agreement, the NoteGuaranty, and the other Loan DocumentsCredit Documents to which such Guarantor is a party executed and delivered on or before the Effective Date; (ivxv) certificates of a Responsible Officer Secretary or an Assistant Secretary of the Borrower each Guarantor certifying the names and true signatures of the officers of the Borrower such Guarantor authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, Guaranty and the other Loan Credit Documents to which the Borrower such Guarantor is a partyparty on behalf of such Guarantor; (vxvi) copiescertificates of good standing, certified as existence and authority for the Borrower, the General Partner, the Ultimate General Partner and each of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of Guarantors from each Guarantor of (A) the resolutions of the Board states in which the Borrower, the General Partner, the Ultimate General Partner and each of Directors the Guarantors is either organized or is qualified to do business as a foreign entity; (or other xvii) results of lien, tax and judgment searches of the UCC Records of the Secretary of State and applicable governing body) counties of such Guarantor approving the Loan Documents States of Texas, Alabama, Delaware, Louisiana, Mississippi, New Mexico and Oklahoma from a source acceptable to the Administrative Agent and reflecting no Liens against any of the Collateral as to which it perfection of a Lien is accomplished by the filing of a party,financing statement other than in favor of the Administrative Agent and Liens permitted by Section 6.01; (xviii) a favorable opinion of B▇▇▇▇ B▇▇▇▇ L.L.P., outside Texas counsel to the Borrower and the Guarantors; (xix) a favorable opinion of Taylor, Porter, B▇▇▇▇▇ & P▇▇▇▇▇▇▇, outside Louisiana counsel to the Borrower and the Guarantors; (xx) a certified copy of the Note Agreement in form and substance satisfactory to the Administrative Agent; and (xxi) such other documents, governmental certificates, agreements and lien searches as the Administrative Agent may reasonably request.

Documentation. The Administrative Agent shall have received counterparts of this Agreement executed by the Borrower and the Banks, and the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and, with respect to this Agreement, all Guaranties and the Lenders, and, where applicableEnvironmental Indemnity, in sufficient copies for each LenderBank: (i) this Agreementthe Notes, a Note payable to the order of each Lender in the amount of its Commitment, the all Guaranties, and the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulesEnvironmental Indemnity; (ii) a favorable opinion certificate from the Chief Executive Officer, President or Chief Financial Officer of the Parent on behalf of the Borrower dated as of the Effective Date stating that as of the Effective Date (A) all representations and warranties of the Borrower set forth in this Agreement and the Credit Documents are true and correct in all material respects; (B) no Default has occurred and is continuing; (C) the conditions in this Section 3.01 have been met or waived in writing; and (D) to the best of the Borrower’s's knowledge there are no claims, its Subsidiaries’ defenses, counterclaims or offsets by the Borrower against the Banks under the Credit Documents; (iii) a certificate of the Secretary or an Assistant Secretary of the Parent on behalf of the Borrower and the Guarantors’ counsel each Guarantor dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iii) copies, certified certifying as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the names and true signatures of officers or authorized representatives of the general partner of the Borrower and such Guarantor authorized to sign the Credit Documents to which such Person is a party as general partner of such Person, (B) resolutions of the Board of Directors or the members of the general partner of such Person with respect to the transactions herein contemplated, (C) either (x) the copies of the organizational documents of the general partner of such Person delivered to the Banks are still true and correct and have not been amended or modified since such date or (y) copies of any modification or amendment to the organizational documents of the general partner of such Person made since such date, (D) a true and correct copy of the partnership agreement for such Person, and (E) a true and correct copy of all partnership authorizations necessary or desirable in connection with the transactions herein contemplated; (iv) a certificate of the Secretary or an Assistant Secretary of the Parent dated as of the date of this Agreement certifying as of the date of this Agreement (A) resolutions of the Board of Directors of such Person with respect to the Borrower approving the Loan Documents to which the Borrower is a partytransactions herein contemplated, (B) the copies of the charter and bylaws of the Parent and any modification or amendment to the articles or certificate of incorporation or bylaws of the BorrowerParent made since such date, and (C) that the bylaws Parent owns 100% of the Borrower general partner interests and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents; (iv) certificates of a Responsible Officer at least 70% of the Borrower certifying limited partnership interests in the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a partyBorrower; (v) copies(A) one or more favorable written opinions of B▇▇▇▇ & W▇▇▇ L.L.P., certified special counsel for the Borrower, the Parent, and their Subsidiaries, in a form reasonably acceptable to the Administrative Agent, in each case dated as of the date Closing Date and with such changes as the Administrative Agent may approve, and (B) such other legal opinions as the Administrative Agent shall reasonably request, in each case dated as of this Agreement the Closing Date and with such changes as the Administrative Agent may approve; (vi) a Borrowing Base Certificate dated as of the Closing Date, duly completed and executed by a Responsible the Chief Financial Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions Treasurer of the Board Parent on behalf of Directors the Borrower; and (or vii) such other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,documents, governmental certificates, agreements, lien searches as either Agent may reasonably request.

Documentation. The Administrative Agent shall have received the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) all of the Borrower’s and its SubsidiariesBorrowers’ Proven Reserves and Oil and Gas Properties in connection therewithProperties, and each of the other Loan Documents, and all attached exhibits and schedules; (ii) a favorable opinion of (A) the Borrower’s, its Subsidiaries’ and the GuarantorsBorrowers’ counsel dated as of the date of this Agreement in form and substantially substance reasonably satisfactory to the Administrative Agent and the Lenders and covering such matters as the Administrative Agent may reasonably request and (B) the Borrowers’ local counsel in the form Louisiana dated as of the attached Exhibit K date of this Agreement in form and substance reasonably satisfactory to the Administrative Agent and the Lenders and covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iii) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of the each Borrower of (Aa) the resolutions of the Board board of Directors directors or managers (or other applicable governing body) of the such Borrower approving the Loan Documents to which the Borrower it is a party, (Bb) the articles or certificate (as applicable) of incorporation (or organization) and bylaws, limited liability company agreement, operating agreement, limited partnership agreement or other governing documents of the such Borrower, (C) the bylaws of the Borrower and (Dc) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the NoteNotes, and the other Loan Documents; (iv) certificates of a Responsible Officer of the each Borrower certifying the names and true signatures of the officers of the such Borrower authorized to sign this Agreement, the Notes, the Notices of Borrowing, the Notices of Conversion or Continuation, and the other Loan Documents to which the such Borrower is a party; (v) copiescertificates of good standing for each Borrower in each state in which each such Person is organized or qualified to do business, certified which certificate shall be dated a date not sooner than 10 days prior to the date of this Agreement; (vi) a certificate dated as of the date of this Agreement by from a Responsible Officer or of the secretary or an assistant secretary Borrower Representative on behalf of the Borrowers stating that (a) all representations and warranties of each Guarantor of Borrower set forth in this Agreement and the other Loan Documents are true and correct in all material respects; (Ab) no Default has occurred and is continuing; and (c) the resolutions conditions in this Section 3.01 have been met; (vii) appropriate UCC-1 and UCC-3, as applicable, Financing Statements covering the Collateral for filing by the Administrative Agent with the appropriate authorities and any other documents, agreements or instruments reasonably necessary to create an Acceptable Security Interest in such Collateral; (viii) casualty insurance certificates naming the Administrative Agent loss payee and liability insurance certificates naming Administrative Agent as additional insured and evidencing insurance which meets the requirements of this Agreement and the Board of Directors Security Instruments, and which is otherwise satisfactory to the Administrative Agent; (ix) the initial Engineering Report; and (x) such other documents, governmental certificates, agreements and lien searches as the Administrative Agent or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,any Lender may reasonably request.

Documentation. The Administrative Agent shall have received counterparts of this Agreement executed by the Borrower, the Parent and the Lenders, and the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, and, with respect to this Agreement, the Issuing Lender Notes (if required by a Lender), the Disclosure Letter and the Lenders, and, where applicableGuarantee and Collateral Agreement, in sufficient copies for each Lender: Lender (except for each Note, as to which one original of each shall be sufficient): (i) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) an executed copy of the Borrower’s Guarantee and its Subsidiaries’ Proven Reserves Collateral Agreement and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules; Disclosure Letter; (ii) a favorable opinion certificate from the Chief Executive Officer, President, Chief Financial Officer or Executive Vice President of the Borrower’s, its Subsidiaries’ and Parent on behalf of the Guarantors’ counsel Borrower dated as of the date Closing Date stating that as of the Closing Date (A) all representations and warranties of the Borrower and the Guarantors set forth in this Agreement and substantially the Credit Documents are true and correct in all material respects (except to the form extent that any representation or warranty that is qualified by materiality shall be true and correct in all respects); provided, to the extent that any representation and warranty specifically refers to a given date or period, it shall be true and correct in all material respects as of the attached Exhibit K covering the matters discussed in such Exhibit date or for such period; and such other matters as any Lender through the Administrative Agent may reasonably request; (B) no Default has occurred and is continuing; (iii) copies, certified a certificate of the Secretary of the Borrower dated as of the date of this Agreement by a Responsible Officer Closing Date certifying as of the Borrower of Closing Date to the extent applicable (A) the resolutions names and true signatures of the Board of Directors officers or authorized representatives of the Borrower approving authorized to sign the Loan Documents to which the Borrower is a partyCredit Documents, (B) resolutions of the certificate board of incorporation trustees of Parent, in its capacity as the general partner of the Borrower, (C) approving the bylaws transactions herein contemplated and of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvalsand other third party approvals and consents, if any, with respect to this Agreementthe transactions under the Credit Documents and each Credit Document to which it is or is to be a party, (C) a true and correct copy of the Noteorganizational documents of Borrower, and (D) a true and correct copy of the other Loan Documents; partnership agreement of the Borrower; (iv) certificates of a Responsible Officer certificate of the Borrower Secretary of the Parent dated as of the Closing Date certifying as of the Closing Date (A) the names and true signatures of the officers or authorized representatives of the Borrower Parent authorized to sign this Agreementthe Credit Documents, (B) resolutions of the Notesboard of trustees of Parent approving the transactions herein contemplated and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, Notices if any, with respect to the transactions under the Credit Documents and each Credit Document to which it is or is to be a party, (C) a true and correct copy of Borrowingthe organizational documents of Parent, Notices (D) a true and correct copy of Conversion or Continuationthe bylaws of the Parent, and (E) that the other Loan Documents to which Parent owns 100% of the Borrower is a party; general partner interests in the Borrower; (v) copies, certified a certificate of the Secretary of each of the Subsidiary Guarantors dated as of the date Closing Date certifying as of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of Closing Date to the extent applicable (A) the names and true signatures of officers, members or authorized representatives of each of the Subsidiary Guarantors authorized to sign the Credit Documents, (B) resolutions of the Board respective members of Directors (or other applicable governing body) each of such Guarantor the Subsidiary Guarantors, approving the Loan transactions herein contemplated and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to the transactions under the Credit Documents and each Credit Documents to which it is or is to be a party,, (C) a true and correct copy of the organizational documents of each of the Subsidiary Guarantors, and (D) a true and correct copy of the operating agreement of each of the Subsidiary Guarantors; (vi) a copy of a certificate of the Secretary of State (or equivalent authority) of the jurisdiction of incorporation, organization or formation of each of the Borrower, the Parent and each Subsidiary Guarantor, dated reasonably near (but prior to) the Closing Date, certifying (A) as to a true and correct copy of the charter, certificate of limited partnership, limited liability company agreement or other organizational document of such Person, and each amendment thereto on file in such Secretary’s office, and (B) that such Person is duly incorporated, organized or formed and in good standing or presently subsisting under the laws of the jurisdiction of its incorporation, organization or formation; (vii) a copy of a certificate of the Secretary of State (or equivalent authority) of each jurisdiction in which any of the Parent, the Borrower and each Guarantor Subsidiary owns or leases material property or in which the conduct of its business requires it to qualify or be licensed as a foreign corporation except where the failure to so qualify or be licensed could not reasonably be expected to result in a Material Adverse Change, dated reasonably near (but prior to) the Closing Date, stating with respect to each such Person that such Person is duly qualified and in good standing as a foreign corporation, limited partnership or limited liability company in such State and has filed all annual reports required to be filed to the date of such certificate; (viii) (A) a favorable written opinion of Sidley Austin LLP, as special counsel for the Borrower, the Subsidiary Guarantors and the Parent in a form and substance reasonably acceptable to the Administrative Agent, dated as of the Closing Date, and (B) a favorable opinion of ▇▇▇▇▇▇▇ LLP, as special counsel for Parent in a form and substance reasonably acceptable to the Administrative Agent, dated as of the Closing Date; (ix) any information or materials reasonably required by the Administrative Agent or any Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the USA Patriot Act (Title III of Pub. L. 107‑56 (signed into law October 26, 2001)) (the “Patriot Act”) and (ii) any applicable “know your customer” or similar rules and regulations, in each case, reasonably requested by such Lender in writing at least ten Business Days prior to the Closing Date; (x) a Solvency Certificate signed by the chief financial officer or another Responsible Officer of the Parent confirming the solvency of the Parent and its Subsidiaries on a consolidated basis after giving effect to the Closing Date Advance and the transactions contemplated by this Agreement; (xi) a Perfection Certificate signed by a Responsible Officer of the Parent with respect to the Parent, the Borrower and the Subsidiary Guarantors; and (xii) copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent with respect to each of the Loan Parties.

Documentation. The Administrative Agent shall have received the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, a Note payable to the order of each requesting Lender in the amount of its Commitment, the Security Agreements, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, account control agreements required pursuant to Section 5.13 and each of the other Loan Documents, and all attached exhibits and schedules; (ii) a favorable opinion of the Borrower’s, its Subsidiaries’ ’s and the Guarantors’ primary counsel dated as of the date of this Agreement in form and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iii) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the articles or certificate of incorporation and the bylaws of the Borrower, and (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the NoteNotes, and the other Loan Documents; (iv) certificates of a Responsible Officer or the secretary or an assistant secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,, (B) the articles or certificate (as applicable) of incorporation (or organization or formation) and bylaws (or partnership or company agreement) of such Guarantor, and (C) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty, the Security Instruments, and the other Loan Documents to which such Guarantor is a party; (vi) a certificate of a Responsible Officer or the secretary or an assistant secretary of each Guarantor certifying the names and true signatures of officers of such Guarantor authorized to sign the Guaranty, Security Instruments and the other Loan Documents to which such Guarantor is a party; (vii) a certificate dated as of the Initial Funding Date from a Responsible Officer of the Borrower stating that (A) all representations and warranties of the Borrower set forth in this Agreement are true and correct in all material respects; (B) no Default has occurred and is continuing; and (C) the conditions in this Section 3.01 have been met; (viii) appropriate UCC‑1 and UCC-3, as applicable, Financing Statements covering the Collateral for filing with the appropriate authorities and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Collateral; (ix) property insurance certificates naming the Administrative Agent loss payee and liability insurance certificates and endorsements naming the Administrative Agent as additional insured, as applicable, and evidencing insurance which meets the requirements of this Agreement and the Security Instruments, and otherwise satisfactory to the Administrative Agent; (x) the Initial Engineering Report; (xi) stock, membership or partnership certificates required in connection with the Pledge Agreements and stock powers executed in blank for each such stock certificate; (xii) a Compliance Certificate completed and executed by a Responsible Officer of the Borrower showing the calculation of, and Borrower’s compliance with Section 6.18, 6.19 and 6.20 as of the Initial Funding Date after giving effect to the Credit Extensions requested and made on the Initial Funding Date; (xiii) certificates of good standing and existence for each Loan Party in (a) the state, province or territory in which each such Person is organized and (b) each state, province or territory in which such good standing is necessary, which certificates shall be dated a date not earlier than 30 days prior to the date hereof; and (xiv) such other documents, governmental certificates, agreements and lien searches as the Administrative Agent or any Lender may reasonably request.

Documentation. The Administrative Agent effectiveness of this Agreement is subject to the conditions precedent that the Lender shall have received the following received: (a) This Agreement, duly executed by all the parties theretoBorrower; (b) The Revolving Note, in the form attached hereto as Exhibit A, duly executed by the Borrower (c) The Guaranties executed by ▇▇▇▇▇▇ and substance satisfactory to Holdings; (d) The Security Agreements, duly executed by the Administrative Agent, Borrower and Holdings; (e) The Pledge Agreement executed by Holdings; (f) The Landlord Waiver duly executed by BioStart Properties LLC and Borrower; (g) Form U-1 executed by the Issuing Lender and the Lenders, and, where applicable, Borrower; (h) Stock Power executed in sufficient copies for each Lender:blank by Holdings; (i) this AgreementEvidence of insurance required to be maintained under the Loan Documents, a Note payable to naming the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% as loss payee; (by valuej) Lender shall have received copies of the Borrower’s and Holdings’ articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulesSecretary or Assistant Secretary; (iik) a favorable opinion the Lender shall have received copies of resolutions of Borrower’s and Holding’s authorizing the Borrower’sexecution, its Subsidiaries’ delivery and the Guarantors’ counsel dated as of the date performance of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents; (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower it is a partyparty and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on Borrower’s and Holdings’ behalf, all certified in each instance by its Secretary or Assistant Secretary; (vl) copies, certified as the Lender shall have received copies of the date certificates of this Agreement by a Responsible Officer or good standing for each of the Borrower and Holdings (dated no earlier than 30 days prior to the Closing Date) from the office of the secretary of the state of its incorporation or an assistant secretary organization and of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to state in which it is qualified to do business as a party,foreign corporation or organization; (m) A Certificate of No Default certifying the absence of defaults by the Borrower and Holdings under the Credit Agreement, executed and certified by the an authorized officer of the Borrower and Holdings; (n) Such other documents as the Lender may reasonably request.

Documentation. The Administrative Agent shall have received the following duly executed by all the parties theretoreceived, in form and substance reasonably satisfactory to the Administrative Agent, the Issuing Lender Agent and the Lenders, and, where applicable, in sufficient copies for each Lender, each of the following, duly executed and acknowledged where appropriate by all parties thereto: (i) this Agreement, a Note payable to Agreement and the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulesCompany Guaranty; (ii) a favorable opinion Note(s) executed by the Borrowers in favor of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any each Lender through the Administrative Agent may reasonably requestrequesting Note(s); (iii) copiesthe opinion of Sidley Austin LLP, certified legal counsel to the Company, and an opinion as to certain matters of English corporate law from Sidley Austin LLP, counsel as to English law of the date UK Borrower; (iv) a certificate of this Agreement by the Secretary, the Assistant Secretary or a Responsible Officer of each Credit Party certifying as to the Borrower incumbency and genuineness of the signature of each officer of such Credit Party executing Credit Documents to which it is a party and certifying that attached thereto is a true, correct and complete copy of (A) the resolutions articles or certificate of incorporation or formation (or equivalent), as applicable, of such Credit Party and all amendments (including as a result of a change of name) thereto, certified as of a recent date by the Board appropriate Governmental Authority in its jurisdiction of Directors of the Borrower approving the Loan Documents to which the Borrower is a partyincorporation, organization or formation (or equivalent), as applicable, (B) the certificate bylaws, memorandum of incorporation association, articles of association or other governing document of such Credit Party as in effect on the BorrowerClosing Date, (C) resolutions duly adopted by the bylaws board of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents; (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors directors (or other applicable governing body) of such Guarantor Credit Party authorizing and approving the Loan transactions contemplated hereunder and the execution, delivery and performance of this Agreement and the other Credit Documents to which it is a party,, and (D) each certificate as of a recent date of the good standing of each Credit Party under the laws of its jurisdiction of incorporation, organization or formation (or equivalent), as applicable; (v) a certificate from a Responsible Officer of each Borrower to the effect that (A) all representations and warranties of the Credit Parties contained in this Agreement and the other Credit Documents are true and correct in all material respects (except that if a qualifier relating to materiality or Material Adverse Effect applies, then such representation or warranty shall be required to be true and correct in all respects); (B) no Default or Event of Default shall have occurred and be continuing or would occur as a result of any Borrowing or the execution and delivery of the Credit Documents on the Closing Date; (C) since December 31, 2020, except as disclosed in the SEC Reports, no event or condition has occurred that has had or could reasonably be expected to have a Material Adverse Effect; and (D) each of the Credit Parties, as applicable, has satisfied the condition set forth in Section 4.1(d) (and attaching copies of consents and approvals, if any); and (vi) such other documents as the Administrative Agent or the Required Lenders may reasonably require.

Documentation. The Administrative Agent shall have received the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender Agent and the LendersBanks, and, where applicable, in sufficient copies for each LenderBank: (i) this Agreement, a Note payable to the order of each Lender Bank in the amount of its Revolving Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) substantially all of the Borrower’s 's and its Subsidiaries’ Proven Reserves and the Guarantors' Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules; (ii) a favorable opinion of the Borrower’s's Oklahoma counsel, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement Effective Date and substantially in the form of the attached Exhibit K EXHIBIT K-1 covering the matters discussed in such Exhibit and such other matters as any Lender Bank through the Administrative Agent may reasonably request; (iii) copies, certified a favorable opinion of the Agent's counsel dated as of the date of this Agreement by a Responsible Officer Effective Date and substantially in the form of the Borrower of (A) attached EXHIBIT K-2 covering the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documentsmatters discussed in such Exhibit; (iv) certificates a certificate of a Responsible Officer the secretary or an assistant secretary of the Borrower certifying its Certificate of Incorporation and Bylaws, the names resolutions of the board of directors of the Borrower authorizing this Agreement and true related transactions, and the incumbency and signatures of the officers of the Borrower authorized to sign execute this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, Agreement and the other Loan Documents to which the Borrower is a partyrelated documents; (v) copies, certified as a certificate of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor certifying the existence of (A) such Guarantor, the certificate or articles of incorporation and bylaws or other equivalent organizational documents of such Guarantor, the resolutions of the Board board of Directors (directors or other applicable governing body) equivalent managing body of such Guarantor approving authorizing the Loan Guaranty of such Guarantor and related transactions, and the incumbency and signatures of the officers of such Guarantor authorized to execute the Guaranty of such Guarantor and related documents; (vi) a certificate dated as of the Effective Date from the president or chief financial officer of the Borrower stating that (A) all representations and warranties of the Borrower set forth in this Agreement are true and correct in all material respects; (B) no Default has occurred and is continuing; and (C) the conditions in this Section 3.01 have been met; (vii) appropriate UCC-1 or UCC-3 Financing Statements covering the Collateral for filing with the appropriate authorities; (viii) stock certificates required in connection with the Pledge Agreement and stock powers executed in blank for each such stock certificate; (ix) insurance certificates naming the Agent loss payee or additional insured evidencing insurance which meets the requirements of this Agreement and the Security Documents and which is satisfactory to which it is insurance consultants or brokers satisfactory to the Agent; (x) an environmental review by an environmental consultant acceptable to the Agent, covering the Oil and Gas Properties and other related Properties of Carlton, in form and substance satisfactory to the Agent; (xi) certified copies of each of the Carlton Acquisition Documents, each certified as of the Effective Date by a party,Responsible Officer of the Borrower as being true and correct copies of such documents as of the Effective Date; (xii) certified copies of each of the documents pertaining to the offering of the Senior Notes, including, without limitation, the Indenture, as being true and correct copies of such documents as of the Effective Date; (xiii) such other documents, governmental certificates, agreements, and lien searches as the Agent or any Bank may reasonably request.

Documentation. The Administrative Agent Purchaser shall have received received, on or prior to the following Closing Date, the following, each in the form and substance satisfactory to Purchaser and its counsel: (1) duly executed counterparts of this Agreement by each of the Obligors and the Purchaser, together with all Exhibits and Schedules hereto updated as of the Closing Date; (2) the Third Amended and Restated Note in the form of Exhibit A hereto, duly executed, delivered and issued by the Company to the Purchaser; (3) duly executed counterparts of the Omnibus and Reaffirmation Agreement, by each of the Obligors and the Purchaser, together with updated Schedules to the Existing Security Agreement and the Existing Pledge Agreement; (4) duly executed counterparts to Amendment No. 4 to Warrant Agreement by the Company and the Purchaser; (5) duly executed Warrant Agreement by the Company and the Purchaser; (6) a Closing Certificate, duly executed by the Company, certifying as to no default and certain other matters, and attaching true, correct and complete copies of all Existing Senior Secured Debt Documents; (7) [intentionally deleted]; (8) [intentionally deleted]; (9) UCC-1 Financing Statements for filing in each appropriate jurisdiction naming each of the parties Obligors as “debtor” and the Purchaser as “secured party” covering the Collateral; (10) [intentionally deleted]; (11) Lien search results with respect to each Obligor, from all appropriate jurisdictions and filing offices as requested by the Purchaser, with results satisfactory to the Purchaser, together with executed originals of such termination statements, releases and cancellations of mortgages required by the Purchaser in connection with the removal of any Liens (other than Permitted Liens) against the assets of the Obligors; (12) Secretary Certificate by each Obligor, or by the Company on behalf of itself and each other Obligor, together with attached copies of the certificate of formation, organization or jurisdictional equivalent of each Obligor and all amendments thereto, together with the bylaws, operating agreement or equivalent document, in each case, certified by the relevant secretary or manager of such Obligor as of a recent date; and (b) good standing certificates or jurisdictional equivalent for each Obligor, issued by the relevant Secretary of State and or equivalent governmental authority in which such Obligor is organized, in each case as of a recent date; (c) a copy of resolutions adopted by the governing board of each Obligor, authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to which such Obligor is a party certified as true, complete and correct by the relevant secretary of manager of such Transaction as of a recent date; and (d) specimen signatures of the officers or members of each Obligor executing the Agreement and the other Transaction Documents, certified as genuine by the relevant secretary or manager of such Obligor; (13) favorable legal opinion of H▇▇▇▇▇ & B▇▇▇▇, LLP, counsel to the Obligors addressed to the Purchaser, covering such matters relating to the transactions contemplated hereby as the Purchaser may reasonably request, and in form and scope reasonably satisfactory to Purchaser and its counsel; (14) copies of all consents and waivers, if any, required by any Governmental Authorities or required under any of the Company’s Material Contracts in connection with the transactions contemplated hereby, including, without limitation, consents or waivers with respect to any agreements prohibiting (A) the grant of any security interest on any Collateral and (B) the issuance of the Senior Notes, the incurrence of the Obligations, any guaranty thereof by any Guarantor, and any security or pledge by the Obligors in favor of Purchaser; (15) certified copies of (A) the audited annual consolidated financial statements of the Company for the fiscal year ending 2021, (B) the internally prepared quarterly financial statements of the Company for the period from January 1, 2022 through and including the fiscal quarter ended June 30, 2022, and (C) updated financial projections for the Company and its consolidated subsidiaries, each in form and substance satisfactory to the Administrative AgentPurchaser, copies of which are attached as Exhibit C hereto; (16) a duly executed solvency certificate from the Issuing Lender Company as to solvency of each the Obligors, taken as a whole, after giving effect to the transactions contemplated hereunder to occur on the Closing Date; and (17) each other Transaction Document and closing item specified as an item to be delivered on or prior to the LendersClosing Date on the Closing Checklist prepared by Purchaser’s counsel and furnished to the Company and its counsel shall have been executed and delivered to Purchaser or otherwise satisfied, and, where as applicable, in sufficient copies for each Lender: (i) this Agreementcase, a Note payable to as determined by the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules; (ii) a favorable opinion of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents; (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,Purchaser.

Documentation. The Administrative Agent On or before the day on which the initial Advance is to be made or the initial Letter of Credit is to be issued, the Bank shall have received the following following, each dated on or before such day, duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each LenderBank: (i) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the GuarantiesNote, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulesa Federal Reserve Form U-1; (ii) a favorable opinion certificates from the appropriate Governmental Authority certifying as to the good standing, existence and authority of the Borrower’s, its Subsidiaries’ Borrower in all jurisdictions where the Borrower is organized and does business where the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may failure to so qualify could reasonably requestbe expected to cause a Material Adverse Change; (iii) certificates from a Responsible Officer of the Borrower stating that (A) all representations and warranties of the Borrower set forth in this Agreement are true and correct in all material respects; (B) no Default has occurred and is continuing; and (C) all conditions in this Section 3.01 have been met; (iv) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving this Agreement, the Loan Documents to which Note, the Borrower is a partyPledge Agreement and the other Credit Documents, (B) the certificate articles of incorporation and bylaws of the Borrower, and (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, the Pledge Agreement and the other Loan Credit Documents;. (ivv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the NotesNote, Notices of Borrowing, Notices of Conversion or Continuationthe Pledge Agreement, and the other Loan Documents to which the Borrower is a partyCredit Documents; (vvi) copies, certified as a favorable opinion of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions General Counsel of the Board Borrower, substantially in the form of Directors the attached Exhibit D; (or vii) all certificates evidencing the Pledged Shares and related stock powers in favor of the Bank, duly executed on behalf of the Borrower; and (viii) such other applicable governing body) of such Guarantor approving documents, governmental certificates, agreements, lien searches as the Loan Documents to which it is a party,Bank may reasonably request.

Documentation. The Administrative Agent shall have received counterparts of this Agreement executed by the Borrower and the Banks, and the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and, with respect to this Agreement, all Guaranties and the Lenders, and, where applicableEnvironmental Indemnity, in sufficient copies for each LenderBank: (i) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the all Guaranties, and the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulesEnvironmental Indemnity; (ii) a favorable opinion certificate from the Chief Executive Officer, President or Chief Financial Officer of the Parent on behalf of the Borrower dated as of the Closing Date stating that as of the Closing Date (A) all representations and warranties of the Borrower set forth in this Agreement and the Credit Documents are true and correct in all material respects; (B) no Default has occurred and is continuing; (C) the conditions in this Section 3.01 have been met or waived in writing; and (D) to the best of the Borrower’s’s knowledge there are no claims, its Subsidiaries’ defenses, counterclaims or offsets by the Borrower against the Banks under the Credit Documents; (iii) a certificate of the Secretary or an Assistant Secretary of the Parent on behalf of the Borrower and the Guarantors’ counsel each Guarantor dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iii) copies, certified certifying as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the names and true signatures of officers or authorized representatives of the general partner of the Borrower and such Guarantor authorized to sign the Credit Documents to which such Person is a party as general partner of such Person, (B) resolutions of the Board of Directors or the members of the general partner of such Person with respect to the transactions herein contemplated, (C) a true and correct copy of the organizational documents of the general partner of such Person, (D) a true and correct copy of the partnership agreement for such Person, and (E) a true and correct copy of all partnership authorizations necessary or desirable in connection with the transactions herein contemplated; (iv) a certificate of the Secretary or an Assistant Secretary of the Parent dated as of the date of this Agreement certifying as of the date of this Agreement (A) resolutions of the Board of Directors of such Person with respect to the Borrower approving the Loan Documents to which the Borrower is a partytransactions herein contemplated, (B) the copies of the charter and bylaws of the Parent and any modification or amendment to the articles or certificate of incorporation or bylaws of the BorrowerParent made since such date, and (C) that the bylaws Parent owns 100% of the Borrower general partner interests and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents; (iv) certificates of a Responsible Officer at least 70% of the Borrower certifying limited partnership interests in the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a partyBorrower; (v) copies(A) one or more favorable written opinions of DLA ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ US LLP, certified special counsel for the Borrower, the Parent, and their Subsidiaries, in a form reasonably acceptable to the Administrative Agent, in each case dated as of the date of this Agreement by a Responsible Officer or Closing Date and with such changes as the secretary or an assistant secretary of Administrative Agent may approve, and (B) such other legal opinions as the Administrative Agent shall reasonably request, in each Guarantor of (A) the resolutions case dated as of the Board of Directors Closing Date and with such changes as the Administrative Agent may approve; and (or vi) such other applicable governing body) of such Guarantor approving documents, governmental certificates, agreements, and lien searches as the Loan Documents to which it is a party,Administrative Agent may reasonably request.

Documentation. The Administrative Agent shall have received the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and each of the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, ; (ii) a Note payable to the order of each Lender that has requested a Note in the amount of its Commitment; (iii) the Mortgage Amendments and any additional Mortgages that may be required pursuant to Section 5.11; (iv) copies of insurance policies or certificates thereof naming the Administrative Agent loss payee or additional insured, the Guarantiesas applicable, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (certified by value) of the Borrower’s insurance broker as true and its Subsidiaries’ Proven Reserves correct copies thereof, and which are otherwise satisfactory to the Administrative Agent; (v) a copy of the Internal Engineering Report dated as of June 1, 2005 with respect to the Oil and Gas Properties to be included in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulesBorrowing Base; (iivi) a favorable opinion of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date Closing Date of this Agreement ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P., counsel to the Credit Parties, in form and substantially in substance satisfactory to the form of the attached Exhibit K Administrative Agent covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iiivii) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of the Borrower General Partner of (A) the resolutions of the Board of Directors applicable governing body of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation organizational documents of the Borrower, and (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the NoteNotes, the Security Instruments and the other Loan DocumentsDocuments to which the Borrower is a party; (ivviii) certificates of a Responsible Officer or the secretary or an assistant secretary of the Borrower General Partner certifying the names and true signatures of the officers of the Borrower General Partner authorized to sign on behalf of the Borrower this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, the Security Instruments and the other Loan Documents to which the Borrower is a party; (vix) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) body of such Guarantor approving the Loan Documents to which it is a party,, (B) the organizational documents of such Guarantor, and (C) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Security Instruments, and the other Loan Documents to which such Guarantor is a party; (x) a certificate of the secretary or an assistant secretary of each Guarantor certifying the names and true signatures of officers of such Guarantor authorized to sign this Agreement, the Security Instruments and the other Loan Documents to which such Guarantor is a party; (xi) certificates from the appropriate Governmental Authority certifying as to the good standing, existence and authority of each of the Credit Parties in all jurisdictions where required by the Administrative Agent; (xii) a certificate dated as of the date of this Agreement from the Responsible Officer of the General Partner stating that (A) all representations and warranties of the Borrower set forth in this Agreement are true and correct in all material respects; (B) no Default has occurred and is continuing; and (C) the conditions in this Section 3.01 have been met; (xiii) the First Amendment to the Intercreditor and Subordination Agreement; (xiv) results of lien, tax and judgment searches of the UCC Records of the Secretary of State and applicable counties of the States of Delaware, Oklahoma and Texas from a source acceptable to the Administrative Agent and reflecting no Liens against any of the Collateral as to which perfection of a Lien is accomplished by the filing of a financing statement other than in favor of the Administrative Agent, other than Permitted Liens; (xv) appropriate UCC-1 or UCC-3 Financing Statements covering the Collateral for filing with the appropriate authorities and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Collateral; and (xvi) such other documents, governmental certificates, agreements and lien searches as the Administrative Agent or any Lender may reasonably request.

Documentation. The Administrative Agent shall have received the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, Agreement and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulesIntercreditor Agreement; (ii) a favorable opinion of the Borrower’s, its Subsidiaries’ ’s and the GuarantorsRestricted Subsidiaries’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestClosing Date; (iii) copies, certified as of the date of this Agreement Closing Date by a Responsible Officer of the Borrower of (A) the resolutions of the Board board of Directors directors of the Borrower General Partner, as general partner of the Borrower, approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the BorrowerPartnership Agreement, (C) the bylaws certificate of limited partnership of the Borrower duly certified by the Secretary of State of the State of Texas, (D) the limited liability company agreement of the General Partner, (E) the certificate of formation of the General Partner duly certified by the Secretary of State of the State of Texas, and (DF) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the NoteNotes, and the other Loan Documents; (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified as of the date of this Agreement Closing Date by a Responsible Officer or the secretary or an assistant secretary of each Guarantor Restricted Subsidiary (other than any Immaterial Subsidiaries), of (A) the resolutions of the Board board of Directors directors or managers (or other applicable governing body) of such Guarantor Restricted Subsidiary approving the Loan Documents to which it is a party,, (B) the articles or certificate (as applicable) of incorporation (or organization) of such Restricted Subsidiary certified by the Secretary of State for the state of organization, (C) the bylaws or other governing documents of such Restricted Subsidiary, and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty, the Security Instruments, and the other Loan Documents to which such Restricted Subsidiary is a party; (vi) a certificate of a Responsible Officer of each Restricted Subsidiary (other than any Immaterial Subsidiaries) certifying the names and true signatures of officers of such Restricted Subsidiary authorized to sign the Guaranty, Security Instruments and the other Loan Documents to which such Restricted Subsidiary is a party; (vii) certificates of good standing for the Borrower, the General Partner, and each Restricted Subsidiary (other than any Immaterial Subsidiaries) in each state in which each such Person is organized or qualified to do business, which certificate shall be (A) dated a date not sooner than 14 days prior to the Closing Date or (B) otherwise effective on the Closing Date; (viii) a certificate dated as of the Closing Date from the Responsible Officer of the Borrower stating that (A) all representations and warranties of the Borrower set forth in this Agreement are true and correct in all material respects as of the expiration of the Exchange Offer (except in the case of representations and warranties that are made solely as of an earlier date or time, which representations and warranties shall be true and correct in all material respects as of such earlier date or time); (B) no Default has occurred and is continuing; and (C) the conditions in clauses (c) - (f) and (j) of this Section 3.02 have been met; (ix) appropriate UCC-1 Financing Statements covering the Collateral for filing with the appropriate authorities and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Collateral; (x) evidence that the Equity Interests required in connection with the Pledge Agreements and powers executed in blank for each such certificate have previously been delivered to the First Lien Administrative Agent; (xi) a certificate of the chief financial officer of the Borrower, attesting to the Solvency of the Borrower and its Restricted Subsidiaries taken as a whole; and (xii) copies of the thirteenth amendment to the First Lien Credit Agreement and the first amendment to the Second Lien Credit Agreement, in each case duly executed by each party thereto.

Documentation. The Administrative Agent shall have received the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender Agent and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) substantially all of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewithwhich the Senior Administrative Agent has a Lien, and each of the other Loan Documents, and all attached exhibits and schedules; (ii) a favorable opinion of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower Borrower, and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents; (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,, (B) the articles or certificate (as applicable) of incorporation (or organization) and bylaws of such Guarantor, and (C) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty, the Security Instruments, and the other Loan Documents to which such Guarantor is a party; (vi) a certificate of the secretary or an assistant secretary of each Guarantor certifying the names and true signatures of officers of such Guarantor authorized to sign the Guaranty, Security Instruments and the other Loan Documents to which such Guarantor is a party; (vii) a certificate dated as of the date of this Agreement from the Responsible Officer of the Borrower stating that the conditions in this Section 3.01 have been met; (viii) appropriate UCC-1 Financing Statements covering the Collateral for filing with the appropriate authorities and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Collateral; (ix) insurance certificates evidencing insurance which meets the requirements of this Agreement and the Security Instruments, and which is otherwise satisfactory to the Administrative Agent; (x) the initial Independent Engineer’s Report dated effective as of a date acceptable to the Administrative Agent; (xi) the Subordination and Intercreditor Agreement; and (xii) such other documents, governmental certificates, agreements and lien searches as the Administrative Agent or any Lender may reasonably request.

Documentation. The Administrative Agent shall have received the following following, duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent, the Issuing Lender Agent and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, a Note Agreement and all attached Exhibits and Schedules; (ii) the Notes payable to the order of each Lender in the amount of its CommitmentLender, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (as requested by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules; (ii) a favorable opinion of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestLender; (iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan DocumentsParent Guaranty; (iv) certificates of a Responsible Officer of Material Subsidiary Guaranty executed by each Material Subsidiary existing on the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a partyClosing Date; (v) copies, certified the Luxembourg Subsidiary Guaranty; (vi) a certificate from a Responsible Officer of each of the Parent and the Borrower dated as of the Closing Date hereof stating that as of such date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions all representations and warranties of the Board Credit Parties set forth in this Agreement are true and correct in all material respects (provided that to the extent any representation and warranty is qualified as to “Material Adverse Change” or otherwise as to “materiality”, such representation and warranty is true and correct in all respects) and (B) no Default has occurred and is continuing; (vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, and (C) organizational documents; (viii) certificates of Directors good standing for each Credit Party in (or a) each jurisdiction in which each such Person is organized and (b) each jurisdiction in which such good standing is necessary except where the failure to be in good standing could not reasonably be expected to result in a Material Adverse Change, which certificates shall be dated a date not earlier than 30 days prior to date hereof; (ix) a legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, outside counsel to the Credit Parties, in form and substance reasonably acceptable to the Administrative Agent; (x) a legal opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, United Kingdom counsel to the Parent; (xi) a legal opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, Luxembourg counsel to Rowan Finanz; and (xii) such other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,documents, governmental certificates, and agreements as any Lender Party may reasonably request.

Documentation. The Administrative Agent shall have received the following duly (a) this Agreement executed by all the parties theretoBorrower, in form and substance satisfactory to the Original Guarantors, the Administrative Agent, the Collateral Agent, the Swingline Lender, the Revolving Lenders, the Issuing Lender Banks, the Mandated Lead Arrangers, the Bookrunners, the Lead Arranger and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan DocumentsCo-Underwriter, and all attached exhibits and schedulesSchedules; (iib) a favorable opinion the Security Agreements executed by each Credit Party that owns or operates one or more vessels granting to the Collateral Agent for the benefit of the Borrower’s, its Subsidiaries’ Finance Parties a Lien in earnings from the Mortgaged Revolving Credit Facility Rigs and the Guarantors’ counsel dated Insurance Policies with respect to the Mortgaged Revolving Credit Facility Rigs to secure the Obligations, in each case together with UCC-1 financing statements and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such collateral; (c) the Rig Mortgages executed by each Credit Party that owns one or more vessels granting a Lien to the Collateral Agent in the Initial Mortgaged Revolving Credit Facility Rigs to secure the Obligations, together with any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Initial Mortgaged Revolving Credit Facility Rigs and the revenues therefrom; (d) certificates from the appropriate Governmental Authority certifying as to the good standing, existence and authority of each of the date Credit Parties in all jurisdictions where required by the Administrative Agent; (e) certificates from a Responsible Officer of the Borrower stating that (A) all representations and warranties of such Person set forth in this Agreement and substantially in the form of other Finance Documents to which it is a party are true and correct in all material respects; (B) no Default has occurred and is continuing; and (C) the attached Exhibit K covering the matters discussed conditions in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestthis Schedule 2 have been met; (iiif) copies, certified as of the date of this Agreement Closing Date by a Responsible Officer Secretary or Assistant Secretary of the Borrower each Credit Party of (A) the resolutions of the Board of Directors of the Borrower that Credit Party approving the Loan Finance Documents to which the Borrower it is a partyparty and the transactions contemplated thereby, and (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, Agreement and the other Loan Finance Documents; (ivg) certificates of a Responsible Officer Secretary or Assistant Secretary of each of the Borrower Credit Parties certifying the names and true signatures of the officers of the Borrower Credit Parties authorized to sign this Agreement, Utilisation Requests, Renewal Requests, all other notices to be issued pursuant to the Notes, Notices of Borrowing, Notices of Conversion or Continuation, Finance Documents and the other Loan Finance Documents to which the Borrower is such Credit Parties are a party; (vh) copiesa detailed report from the Parent Company's independent maritime insurance broker with respect to all Insurance Policies in effect with respect to the Initial Mortgaged Revolving Credit Facility Rigs, certified specifying for each such Insurance Policy the amount thereof, the risks insured against thereby, the name of the insurer and each insured party thereunder and the policy or other identification number thereof, together with a certificate from such broker certifying that all such Insurance Policies are (A) in full force and effect, (B) are placed with such insurance companies, underwriters or associations, in such amounts, against such risks, and in such form, as are normally issued against by Persons of similar size and established reputation engaged in the same or similar businesses and similarly situated and as are necessary or advisable for the protection of the Collateral Agent as mortgagee and (C) conform with the requirements of this Agreement; (i) a favourable opinion of Baker Botts L.L.P., counsel to the Borrower, substantially in th▇ ▇▇▇m ▇▇ ▇he attached Schedule 12; (j) a favourable opinion of the general counsel of the Parent Company substantially in the form of the attached Schedule 13; (k) a favourable opinion of Herbert Smith, English law counsel for the Arrangers substantial▇▇ ▇▇ ▇▇▇ ▇▇▇m of Schedule 14; (l) favourable opinions reasonably satisfactory to the Administrative Agent covering the items in the attached Schedule 15 from local counsel located in Panama and Vanuatu; (m) a certificate from the chief financial officer of the Parent Company addressed to the Administrative Agent and each of the Revolving Lenders, which shall be in form and in substance reasonably satisfactory to the Administrative Agent, regarding the matters set forth in Clause 22.26 (Solvency); (n) a certificate from the chief financial officer of the Parent Company addressed to the Administrative Agent and each of the Revolving Lenders, which shall be in form and in substance reasonably satisfactory to the Administrative Agent and shall reaffirm that as of the date of this Agreement Closing Date the projections prepared by the Borrower and included in the Confidential Information Memorandum are true and correct in all material respects based upon the assumptions stated therein and the best information reasonably available to such officer at the time such projections were made and shall describe any changes therein and state that such changes shall not, individually or in the aggregate, cause a Responsible Officer or the secretary or an assistant secretary Material Adverse Change to occur; (o) copies of each Guarantor of the Merger Documents certified by the Secretary or Assistant Secretary of the Borrower (A) the resolutions as being true and correct copies of such documents as of the Board Closing Date, and (B) as being in full force and effect and no material term or condition thereof shall have been amended, modified or waived after the execution thereof without the prior written consent of Directors the Administrative Agent; (p) copies of each promissory note evidencing Intercompany Debt, if any; (q) a copy of the formal report or other applicable governing body"management letter" submitted to the Parent Company by its independent accountants in connection with the annual audit made by it of the books of the Parent Company for the fiscal year ending 2001; and (r) acknowledgment from Ince & Co. with respect to its irrevocable appointment by each Credit Party pursuant to Clause 41.2 (Service of such Guarantor approving the Loan Documents to which it is a party,process).

Documentation. The On or before the Effective Date, the Administrative Agent shall have received the following duly executed by all the applicable parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender Agent and the LendersBanks, and, and where applicable, in sufficient copies for each LenderBank: (i) this Agreement, Agreement and all its attached Exhibits and Schedules; (ii) a Note payable to the order of each Lender Bank in the amount of its Commitment; (iii) the Security Documents and all their attached Exhibits and Schedules, the Guarantiesincluding, without limitation, (A) the Pledge AgreementAgreements, (B) the Security Agreements, and (C) any amendments to the Mortgages encumbering at least 80% requested by the Administrative Agent; (by valueiv) the Guaranties; (v) stock certificates or, to the extent applicable under the Person’s organizational documents, membership or partnership interest certificates required in connection with the Pledge Agreements and stock powers or other transfer documents for each such certificate endorsed in blank to the Administrative Agent; (vi) appropriate UCC-1 or UCC-3 Financing Statements, if any, covering the Collateral for filing with the appropriate authorities; (vii) a certificate dated as of the Borrower’s Effective Date from a Responsible Officer stating that (A) all representations and its Subsidiaries’ Proven Reserves and Oil and Gas Properties warranties of the Borrower set forth in connection therewith, this Agreement and each of the other Loan Documents, Credit Documents to which it is a party are true and correct in all attached exhibits material respects; (B) no Default has occurred and schedulesis continuing; and (C) the conditions in this Section 3.01 have been met; (iiviii) a favorable opinion certificates of insurance naming the Borrower’sAdministrative Agent as loss payee or additional insured, its Subsidiaries’ and as applicable, evidencing insurance which meets the Guarantors’ counsel dated as of the date requirements of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestSecurity Documents; (iiiix) copies, certified a certificate of the secretary or assistant secretary of the General Partner certifying as of the date of this Agreement by a Responsible Officer of the Borrower of Effective Date (A) the resolutions of the Board of Directors existence of the Borrower approving and the Loan Documents to which the Borrower is a partyGeneral Partner, (B) the certificate of incorporation Borrower Partnership Agreement and the other organizational documents of the Borrower, (C) the bylaws General Partner’s Certificate of the Borrower Organization and Regulations, (D) the resolutions of the General Partner approving this Agreement, the Notes, the other Credit Documents, and the related transactions on behalf of the Borrower, and (E) all other documents evidencing other necessary corporate action and governmental approvalscorporate, partnership or limited liability company action, if any, with respect to this Agreement, the NoteNotes, and the other Loan DocumentsCredit Documents executed and delivered on or before the date hereof; (ivx) certificates a certificate of a Responsible Officer Secretary or an Assistant Secretary of the General Partner of the Borrower dated as of the Effective Date certifying the names and true signatures of the officers of the Borrower General Partner authorized to sign this Agreement, the Notes, the Notices of BorrowingBorrowing and the other Credit Documents on behalf of the Borrower; (xi) certificates of the secretary or assistant secretary of each of the Guarantors certifying as of the Effective Date (A) the organizational documents of such Guarantor, Notices (B) the resolutions of Conversion the governing body of such Guarantor approving this Agreement, the Guaranty, the other Credit Documents to which such Guarantor is a party, and the related transactions, and (C) all other documents evidencing other necessary corporate, partnership or Continuationlimited liability company action, if any, with respect to this Agreement, the Guaranty, and the other Loan Credit Documents to which the Borrower such Guarantor is a partyparty executed and delivered on or before the date hereof; (vxii) copies, certified certificates of a Secretary or an Assistant Secretary of each Guarantor dated as of the date of the initial Borrowing certifying the names and true signatures of the officers of such Guarantor authorized to sign this Agreement Agreement, the Guaranty and the other Credit Documents to which such Guarantors is a party on behalf of such Guarantor; (xiii) certificates of good standing, existence, and authority for the Borrower, the General Partner, the Limited Partner, and each of the Guarantors from each of the states in which the Borrower, the General Partner, the Limited Partner, and each of the Guarantors is either organized or does business; (xiv) results of lien and tax searches of the UCC Records of the Secretary of State of jurisdictions selected by a Responsible Officer or the secretary or an assistant secretary Administrative Agent and reflecting no Liens (other than Permitted Liens) against any of each Guarantor the Collateral other than in favor of the Administrative Agent; (xv) favorable opinions of (A) V▇▇▇▇▇ & E▇▇▇▇▇ L.L.P., outside Texas counsel to the resolutions Borrower, and (B) J▇▇▇ ▇▇▇▇▇▇, General Counsel of the Board Borrower, in each case dated as of Directors the Effective Date and in a form reasonably acceptable to Administrative Agent and covering the Borrower and the Guarantors; (xvi) the Financial Statements and the other financial statements or information described in Section 4.05; and (xvii) such other applicable governing body) of such Guarantor approving documents and agreements as the Loan Documents to which it is a party,Administrative Agent may reasonably request.

Documentation. The Administrative Agent shall have received counterparts of this Agreement executed by the Borrower and the Lenders, and the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicablewith respect to this Agreement, all Guaranties and Environmental Indemnities, in sufficient copies for each Lender: (i) this Agreement, a Note payable to the order of each Lender in the amount of its CommitmentNotes, the Guaranties, Guaranties and the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulesEnvironmental Indemnities; (ii) the Security Documents to the extent applicable executed by the Borrower, the Parent and the other Guarantors granting to the Administrative Agent for the benefit of the Lenders an Acceptable Lien in the Collateral, together with stock certificates, stock powers executed in blank, UCC-1 financing statements and any other documents, agreements or instruments necessary or desirable to create an Acceptable Lien in the Collateral, PROVIDED that in the Administrative Agent's discretion certain Security Documents necessary for the granting to the Administrative Agent for the benefit of the Lenders of an Acceptable Lien in Ownership Interests in Persons which are domiciled outside the United States may be executed and delivered within ten (10) Business Days of the Closing; (iii) a favorable opinion certificate from a Responsible Officer of the Parent on behalf of the Borrower dated as of the Closing Date stating that as of the Closing Date (A) all representations and warranties of the Borrower set forth in this Agreement and the Credit Documents are true and correct in all material respects; (B) no Default has occurred and is continuing; (C) the conditions in this Section 3.01 have been met or waived in writing; and (D) to the best of the Borrower’s's knowledge there are no claims, its Subsidiaries’ defenses, counterclaims or offsets against the Lenders under the Credit Documents; (iv) a certificate of the Secretary or an Assistant Secretary of the Parent on behalf of the Borrower and the Guarantors’ counsel each corporation that is either a Guarantor or a general partner or manager of a Guarantor dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iii) copies, certified certifying as of the date of this Agreement by a Responsible Officer of the Borrower of Closing Date (A) the names and true signatures of officers or authorized representatives of the Parent and such other Persons authorized to sign the Credit Documents to which such Person is a party in the capacity therein indicated, (B) resolutions of the Board of Directors or the members of the Parent and such other Persons with respect to the transactions herein contemplated, (C) either (x) the copies of the organizational documents of the Parent and such other Persons delivered to the Lenders are still true and correct and have not been amended or modified since such date or (y) copies of any modification or amendment to the organizational documents of the Parent or any such other Persons made since such date, (D) a true and correct copy of the partnership agreement for the Borrower and each Guarantor which is a partnership, (E) a true and correct copy of all partnership, corporate or limited liability company authorizations necessary or desirable in connection with the transactions herein contemplated, and (F) a true and correct copy of the Intercompany Agreement, the Merger Agreement and the other principal documents being executed in consummation of the Merger, and the documents which evidence the MHC Indebtedness; (v) a certificate of the Secretary or an Assistant Secretary of MHRI certifying the current (A) resolutions of the Board of Directors of such Person and the Borrower approving shareholders' vote with respect to the Loan Documents to which transactions contemplated in the Borrower is a partyMerger Agreement and the Registration Statements, and (B) charter and bylaws of MHRI and any modification or amendment to the articles or certificate of incorporation of the Borrower, (C) the or bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan DocumentsMHRI; (ivvi) certificates of a Responsible Officer certificate of the Borrower Secretary or an Assistant Secretary of IHC certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of current (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving Person and the Loan Documents shareholders' vote with respect to the transactions contemplated in the Merger Agreement and the Registration Statements, and (B) charter and bylaws of IHC and any modification or amendment to the articles or certificate of incorporation or bylaws of IHC; (vii) (A) one or more favorable written opinions of DeCampo, Diamond & Ash, special counsel for the Borrower, the Parent, and their Subsidiaries, in a form reasonably acceptable to the Administrative Agent, in each case dated as of the Closing Date and with such changes as the Administrative Agent may approve, and (B) such other legal opinions as either of the Administrative Agent shall reasonably request, in each case dated as of the Closing Date and with such changes as the Administrative Agent may approve, PROVIDED that in the Administrative Agent's discretion certain legal opinions related to Persons which it is are domiciled outside the United States may be executed and delivered within ten (10) Business Days of the Closing; (viii) a party,Compliance Certificate dated as of the Closing Date reflecting for the financial tests covered therein the financial performance for the Borrower for the Rolling Period ended June 30, 2002, together with a certificated pro forma balance sheet of the Parent as of the Closing Date assuming the Merger was consummated and the Pre-Existing Designated Senior Indebtedness had been repaid, duly completed and executed by the Chief Financial Officer or Treasurer of the Parent; (ix) evidence reasonable satisfactory to the Administrative Agent that the Merger and the other transactions contemplated by the Merger Agreement and the Registration Statements have been consummated in accordance with the terms of the Merger Agreement, all Legal Requirements and all corporate and partnership governance requirements; (x) the Equity Inns Letter and the MHC Letter; and (xi) such other documents, governmental certificates, agreements, lien searches as the Administrative Agent may reasonably request.

Documentation. The Documentation Agent or the Administrative Agent shall ------------- have received counterparts of this Agreement executed by the Borrower and the Banks, and the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative AgentAgents, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender:Bank (except with respect to the Property Security Documents, the Participating Lessee Documents, the Credit Card Agreements and the Depository Account Agreements with financial institutions other than the Cash Manager, the Financing Statements (Borrower), or the Financing Statements (Participating Lessee)): (i) this Agreementthe Notes, a Note payable to the order of each Lender in the amount of its Commitment, the all Guaranties, the Pledge Environmental Indemnity, the Irrevocable Direction to Pay Rent, the Security Agreement, the Security AgreementsMortgages, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, Credit Documents and all attached exhibits the Participating Lessee Documents which have been prepared for execution on the Effective Date and schedulesany related Financing Statements; (ii) a favorable opinion certificate from the Chief Executive Officer, President or Chief Financial Officer of the Borrower’s, its Subsidiaries’ General Partner on behalf of the Borrower dated as of the Effective Date stating that as of the Effective Date (A) all representations and warranties of the Borrower set forth in this Agreement and the Guarantors’ counsel Credit Documents are true and correct in all material respects; (B) no Default has occurred and is continuing; (C) the conditions in this Section 3.01 have been met or waived in writing; and (D) there are no claims, defenses, counterclaims or offsets against the Banks under the Credit Documents; (iii) a certificate of the Secretary or an Assistant Secretary of the General Partner on behalf of the Borrower and each Guarantor dated as of the date of this Agreement certifying as of the date of this Agreement (A) the names and true signatures of officers or authorized representatives of the general partner of the Borrower and such Guarantor authorized to sign the Credit Documents to which such Person is a party as general partner of such Person, (B) resolutions of the Board of Directors or the members of the general partner of such Person with respect to the transactions herein contemplated, (C) either (x) the copies of the organizational documents of the general partner of such Person delivered to the Banks are still true and correct and have not been amended or modified since such date or (y) copies of any modification or amendment to the organizational documents of the general partner of such Person made since such date, (D) a true and correct copy of the partnership agreement for such Person, and (E) a true and correct copy of all partnership authorizations necessary or desirable in connection with the transactions herein contemplated; (iv) a certificate of the Secretary or an Assistant Secretary of the Parent dated as of the date of this Agreement certifying as of the date of this Agreement (A) resolutions of the Board of Directors of such Person with respect to the transactions herein contemplated, and (B) the copies of the charter and bylaws of the Parent and any modification or amendment to the articles or certificate of incorporation or bylaws of the Parent made since such date; (v) a certificate of the Secretary or an Assistant Secretary of the general partner of the Participating Lessee on behalf of the Participating Lessee dated as of the date of this Agreement certifying as of the date of this Agreement (A) the partnership authorization of such Person with respect to the transactions contemplated by the Participating Leases and the Participating Lessee Documents, (B) the copies of the Partnership Agreement and any modification or amendment to the Partnership Agreement of the Participating Lessee made since such date; (vi) (A) one or more favorable written opinions of Battle ▇▇▇▇▇▇ L.L.P., special counsel for the Borrower, the Parent, and the Participating Lessee and their Subsidiaries, substantially in the form of the attached Exhibit K covering DD, in each case dated as of the matters discussed Closing Date and with such changes as the Agents may approve, (B) one or more favorable written opinions of Kane, Russell, ▇▇▇▇▇▇▇ & ▇▇▇▇▇, special Texas counsel for the Borrower, the Parent, and the Manager and their Subsidiaries, substantially in the form of the attached Exhibit EE, in each case dated as of the Closing Date and with such changes as the Agents may approve, (C) one or more favorable written opinions of the local counsel for the Borrower, the Parent, the applicable Participating Lessee and their Subsidiaries for each state in which a Hotel Property is located, substantially in the form of the attached Exhibit FF, in each case dated as of the Closing Date and with such changes as the Agents may approve, (D) one or more favorable written opinions of Ballard, Spahr, ▇▇▇▇▇▇▇ & Ingersoll, special Maryland counsel for the Parent, substantially in the form of the attached Exhibit GG, in each case dated as of the Closing Date and with such changes as the Agents may approve, (E) one or more favorable written opinions of McDonald, Hopkins, ▇▇▇▇▇ & ▇▇▇▇▇▇ Co., special Ohio counsel for 3100 Glendale Joint Venture, substantially in the form of the attached Exhibit HH, in each case dated as of the Closing Date and with such changes as the Agents may approve, (F) one or more favorable written opinions of ▇▇▇▇▇ & Lardner, special Wisconsin counsel for Madison Motel Associates, substantially in the form of the attached Exhibit II, in each case dated as of the Closing Date and with such changes as the Agents may approve, and (G) one or more favorable written opinions of McDonald, Carano, Wilson, McCune, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ &Hicks LLP, special Nevada counsel for the General Partner, substantially in the form of the attached Exhibit JJ, in each case dated as of the Closing Date and with such changes as the Agents may approve; (vii) a Borrowing Base Certificate dated as of May 31, 1997, each duly completed and executed by the Chief Financial Officer or Treasurer of the General Partner on behalf of the Borrower; and (viii) such other matters documents, governmental certificates, agreements, lien searches as any Lender through the Administrative either Agent may reasonably request; (iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents; (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,.

Documentation. The Administrative Agent Borrower shall have received delivered or caused to be delivered to the following duly executed by all Administrative Agent, at Borrower’s sole cost and expense, the parties theretofollowing, each of which shall be originals and each in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender: (ia) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (Amendment executed by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules; (iib) a favorable opinion at least one fully-executed original Consent of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially /Security Parties in the form of the Annex I attached Exhibit K covering the matters discussed in hereto; (c) with respect to Borrower, such Exhibit and such other matters documentation as any Lender through the Administrative Agent may reasonably requestrequire to establish the due organization, valid existence and good standing of each such Borrower, its qualification to engage in business in its jurisdiction of organization, its authority to execute, deliver and perform this Amendment, the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, including certified copies of articles of incorporation and amendments thereto, articles of organization and amendments thereto, operating agreements and amendments thereto, bylaws and amendments thereto (or updates to such organizational documents or representations that no amendments to such documents have been made, as agreed to by the Administrative Agent), certificates of good standing, certificates of corporate resolutions or limited liability company resolutions or other applicable authorization documents, incumbency certificates, Certificates of Responsible Officials, and the like;. (d) a Certificate of Responsible Official of Borrower certifying that (i) attached thereto are true, correct, complete and fully executed copies of the Stock Purchase Documents and (ii) the Preferred Stock Issuance has been completed in accordance with such documents and all applicable Laws; (iiie) copies, certified as an Opinion of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if anyCounsel or reliance thereon, with respect to this Agreement, the Note, and completion of the other Loan Documents;Preferred Stock Issuance; and (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (Af) the resolutions Acknowledgement of Series A Shareholders in the Board form of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,Annex III attached hereto.

Documentation. The Administrative Agent shall have received each of the following duly executed by all the parties theretofollowing, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreementa fully-executed and effective Amendment, a Note payable to executed by the order of each Lender in the amount of its CommitmentBorrower, the GuarantiesFacility Guarantors, the Pledge Agreement, Administrative Agent and the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulesRequired Lenders; (ii) a favorable opinion of fully-executed and effective Term Loan Intercreditor Agreement (▇▇▇▇▇), executed by the Borrower’sAdministrative Agent, its Subsidiaries’ the Term Agent (▇▇▇▇▇) and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestLoan Parties; (iii) copiesa fully-executed and effective Security Agreement, certified as of executed by the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving Administrative Agent and the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan DocumentsParties; (iv) certificates fully-executed and effective copies of the Trademark Agreement and the Patent Agreement, executed by the Administrative Agent and the applicable Loan Parties; (v) a certificate of a Responsible Officer of the Borrower Borrower, certifying the names and attaching true signatures and complete copies of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, loan agreement and the other collateral documents under the Term Loan Documents to which the Borrower is a partyFacility (▇▇▇▇▇); (vvi) copies, certified as a certificate of the date of this Agreement by a Responsible Officer Secretary or the secretary or an assistant secretary Assistant Secretary of each Guarantor Loan Party dated the Effective Date and certifying (i) that attached thereto is a true and complete copy of (A) resolutions duly adopted by the resolutions board of the Board of Directors directors (or other applicable equivalent governing body) of such Guarantor approving Loan Party authorizing the execution, delivery and performance of this Amendment, the Security Agreement, the IP Security Agreements, the Mortgages and the Intercreditor Agreement, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (ii) that the certificate or articles of incorporation or organization of such Loan Party and the by-laws or operating (or limited liability company) agreement of such Loan Party have not been amended since August 8, 2012 (except as otherwise indicated); and (vii) a written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Loan Documents Parties and applicable local counsel to which it is a party,the Loan Parties, in each case covering such matters relating to the Loan Parties, this Amendment, the Security Agreement, the IP Security Agreements and the Intercreditor Agreement or and the transactions contemplated hereby and thereby as the Administrative Agent shall reasonably request. The Loan Parties hereby request such counsel to deliver such opinions.

Documentation. The Administrative Agent Lenders shall have received the following ------------- documents, each dated the Tender Date (unless otherwise specified), each duly executed by all and delivered to the parties theretoLenders, and each to be satisfactory in form and substance satisfactory to the Administrative Agent, the Issuing Lender Lenders and the Lenders, and, where applicable, in sufficient copies for each Lendertheir counsel: (i) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules; (ii) a favorable opinion of the Borrower’sFacility A Notes, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestduly executed by TI; (iii) copiesGuaranty Agreements signed by each of Pledgor, certified as ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the "Guaranty Agreements"); (iv) a Stock Pledge Agreement, duly executed and delivered by Pledgor (the "Stock Pledge Agreement"), pledging to the Collateral Agent, for the benefit of Lenders, a number of shares of MIDCOM common stock (the date of this Agreement by a Responsible Officer of "Pledged Shares") equal to the Borrower greater of (A) 2,000,000, multiplied by a fraction, the resolutions numerator of which is the aggregate principal amount of the Board Facility A Loans requested and the denominator of Directors which is 10,000,000; and (B) the quotient obtained by dividing (1) the product of two (2) times the aggregate principal amount of the Borrower approving Facility A Loans requested by (2) the current market value (as defined under Regulation G) on the Tender Date of the MIDCOM common stock, as reported in the New York --- ---- Times or the Wall Street Journal; ----- ---- ------ ------- (v) the certificates evidencing the Pledged Shares, together with stock powers duly executed in blank by Pledgor, with signatures guaranteed, and such other instruments, documents or agreements with respect thereto as the Lenders may require to be delivered to the Collateral Agent; (vi) evidence satisfactory to Lenders that the Pledged Shares are subject to (A) no Liens whatsoever other than in favor of the Collateral Agent and (B) no "lock-ups" or any similar agreement which would prevent the pledge thereof to the Collateral Agent for the benefit of the Lenders or, with the exception of the DLJ Letter Agreement, might prevent, affect, or delay the resale thereof by the Collateral Agent for the benefit of the Lenders; (vii) the Warrant Agreement; (viii) Warrants issued in the name of Lenders pursuant to the Warrant Agreement exercisable, as to each Lender, for such Lender's Pro Rata Share of two percent (2%) of Parent's common stock on a fully diluted basis; (ix) a certificate signed by each individual Guarantor, by the President or chief financial officers of each corporate Guarantor and by the President or chief financial officers of the general partner of each Partnership Obligor, certifying that (A) the representations and warranties set forth in the Loan Documents to which the Borrower each such Obligor is a party, party are true and correct in all respects on and as of such date with the same effect as though made on and as of such date; (B) such Obligor is on such date in compliance with all the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower terms and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents; (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving conditions set forth in the Loan Documents to which it is a party on its part to be observed and performed, and (C) on the Tender Date, after giving effect to the making of the Facility A Loans, no Default or Event of Default has occurred or is continuing; (x) a certificate of the Secretary of each Corporate Obligor certifying (A) that attached thereto is a true and complete copy of the Articles of Incorporation of such Obligor as in effect on the date of such certification; (B) that attached thereto is a true and complete copy of the By-Laws of such Obligor, as in effect on the date of such certification; (C) that attached thereto is a true and complete copy of Resolutions adopted by the Board of Directors of such Obligor, authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which such Obligor is a party,; and (D) as to the incumbency and genuineness of the signatures of the officers of such Obligor executing this Agreement or any of the other Loan Documents; (xi) a certificate of the general partner of each Partnership Obligor certifying (A) that attached thereto is a true and complete copy of the partnership agreement and/or partnership certificate of such Obligor as in effect on the Tender Date and that the attached documents are the only agreements among the partners; (B) that attached thereto is a true and complete copy of the partnership consent or other appropriate documentation of authorization of the execution, delivery and performance on behalf of such Obligor of the Loan Documents to which such Obligor is a party; and (C) as to the incumbency and genuineness of the signatures of the representatives of such Obligor executing this Agreement or any of the other Loan Documents; (xii) a copy of the Articles of Incorporation of TI, and all restatements thereof or amendments thereto, certified as of a date close to the Tender Date, by the Secretary of State of the State of Washington; a copy of the Certificate of Incorporation of Parent, and all restatements thereof or amendments thereto, certified as of a date close to the Tender Date, by the Secretary of State for Delaware; and a copy of the partnership certificate and all restatements thereof or amendments thereto, certified as of a date close to the Tender Date by an appropriate official of the State of Washington. (xiii) good standing certificates for each Corporate Obligor and each Partnership Obligor, certified as of a date close to the Tender Date, and issued in each case by those secretaries of state of those states set forth on Schedule 9.1 hereto; ------------ (xiv) a duly completed and signed Federal Reserve Form FR G-3 in favor of each Lender, showing that the making of the Facility A Loan by such Lender complies with the requirements of Regulation G; (xv) the written opinion of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, counsel to Obligors, in the form attached hereto as Exhibit D, as to the --------- transactions contemplated by this Agreement; (xvi) such UCC termination statements and other Lien releases and terminations as the Lenders may require with respect to the Collateral; (xvii) copies of all required regulatory approvals, including, without limitation, any which may be required by regulatory authorities having jurisdiction over any Obligor and any that may be required for any transactions contemplated by this Agreement or any of the other Loan Documents; (xviii) such other documents, instruments and agreements with respect to the transactions contemplated by this Agreement, in each case in such form and containing such additional terms and conditions as may be satisfactory to the Lenders.

Documentation. The Administrative Agent and the Collateral Agent shall have received the following duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent, the Issuing Lender Collateral Agent and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) counterparts of this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guarantiesif requested by such Lender, the Pledge Guaranty, the Security Agreement, the Security AgreementsIntercreditor Agreement, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewithand, and subject to Section 5.17, each of the other Loan Documents, and including all attached exhibits and schedules; (ii) a favorable opinion of the Borrower’s, its Subsidiaries’ and the GuarantorsLoan Parties’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the each Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents; (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor Party of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor Loan Party approving the Loan Documents to which it is a party,, (B) the partnership agreement, articles or certificate of incorporation, or certificate of formation (as applicable) and the limited liability company agreement, operating agreement, partnership agreement or bylaws (as applicable) of such Loan Party, and (C) all other documents evidencing other necessary corporate action and necessary and material Governmental Approvals, if any, with respect to the Initial Acquisition, the Loan Documents to which such Loan Party is a party and the other transactions contemplated hereby; (iv) certificates of a Responsible Officer of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign this Agreement and the other Loan Documents to which such Loan Party is a party; (v) appropriate UCC-1 Financing Statements covering the Collateral for filing with the appropriate authorities and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Collateral; (vi) certificates evidencing the Equity Interests, if any, required in connection with the Security Agreement and powers executed in blank for each such certificate; (vii) insurance certificates in compliance with Section 5.02 and otherwise reasonably satisfactory to the Administrative Agent; (viii) certificates of good standing for each Loan Party in each state in which each such Person is organized, which certificate shall be (A) dated a date not sooner than 30 days prior to the date of this Agreement and (B) otherwise effective on the Closing Date; (ix) a solvency certificate dated as of the date of this Agreement from the Chief Financial Officer or Treasurer of the Borrower in substantially the form attached as Exhibit I; (x) a certificate executed by a Responsible Officer of the Borrower certifying as to the matters set forth in Sections 3.01(e), (f), (h), (i) and (k) below; and (xi) a funds flow memorandum in form and substance reasonably acceptable to the Administrative Agent.

Documentation. The Administrative Agent shall have received the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge AgreementAgreements, the Security Agreements, the Subordination and Intercreditor Agreement (as defined in this Agreement prior to the Amendment No. 11 Effective Date), and new Mortgages encumbering or reaffirmation of existing Mortgages which collectively (A) encumber at least 8085% (by value) of all of the Borrower’s 's and its Restricted Subsidiaries’ ' (including the Merger Company's) Proven Reserves and Oil and Gas Properties in connection therewith(other than the Proven Reserves of Orion), and (B) encumber such percentage of Orion's Proven Reserves and Oil and Gas Properties attributable to the Borrower's equity ownership therein, and each of the other Loan Documents, and all attached exhibits and schedules; (ii) a favorable opinion of the Borrower’s, its Subsidiaries’ 's and the Guarantors’ Restricted Subsidiaries' counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K K, covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent Agent, on behalf of the Lenders, may reasonably request; (iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board board of Directors directors of the Borrower General Partner, as general partner of the Borrower, approving the Loan Documents to which the Borrower is a partyparty and authorizing the entering 52 into of Hedge Contracts, (B) the certificate of incorporation of the BorrowerPartnership Agreement, (C) the bylaws certificate of limited partnership of the Borrower duly certified by the Secretary of State of the State of Texas, and (D) the limited liability company agreement of the General Partner, (E) the certificate of formation of the General Partner duly certified by the Secretary of State of the State of Texas, (F) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents; (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents and Hedge Contracts to which the Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor Restricted Subsidiary (including the Merger Company, after giving effect to the Merger) of (A) the resolutions of the Board board of Directors directors or managers (or other applicable governing body) of such Guarantor Restricted Subsidiary approving the Loan Documents to which it is a party and authorizing the entering into of Hedge Contracts, (B) the articles or certificate (as applicable) of incorporation (or organization) of such Restricted Subsidiary certified by the Secretary of State for the state of organization, (C) the bylaws or other governing documents of such Restricted Subsidiary, and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty, the Security Instruments, and the other Loan Documents and Hedge Contracts to which such Restricted Subsidiary is a party,; (vi) a certificate of a Responsible Officer of each Restricted Subsidiary certifying the names and true signatures of officers of such Restricted Subsidiary authorized to sign the Guaranty, Security Instruments and the other Loan Documents and Hedge Contracts to which such Restricted Subsidiary is a party; (vii) certificates of good standing for the Borrower, the General Partner, and each Restricted Subsidiary in each state in which each such Person is organized or qualified to do business, which certificate shall be (A) dated a date not sooner than 14 days prior to the date of this Agreement or (B) otherwise effective on the Effective Date; (viii) a certificate dated as of the date of this Agreement from the Responsible Officer of the Borrower stating that (A) all representations and warranties of the Borrower set forth in this Agreement are true and correct in all material respects as of such date (except in the case of representations and warranties that are made solely as of an earlier date or time, which representations and warranties shall be true and correct in all material respects as of such earlier date or time); (B) no Default has occurred and is continuing; and (C) the conditions in clauses (a), (b), (c), and (h) – (n) of this Section 3.01 have been met; (ix) appropriate UCC‑1 and UCC-3 Financing Statements covering the Collateral for filing with the appropriate authorities and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Collateral; (x) certificates evidencing the Equity Interests required in connection with the Pledge Agreements and powers executed in blank for each such certificate; (xi) insurance certificates naming the Administrative Agent loss payee or additional insured, as applicable, and evidencing insurance that meet the requirements of this Agreement and the Security Instruments, and that are otherwise satisfactory to the Administrative Agent; (xii) the initial Engineering Report dated effective a date acceptable to the Administrative Agent; (xiii) a certificate of the chief financial officer of the Borrower, in form and substance reasonably satisfactory to the Administrative Agent, attesting to the Solvency (i) of the Borrower and its Restricted Subsidiaries (other than the Merger Company), taken as a whole, immediately before giving effect to the Transactions, and (ii) of the Borrower and its Restricted Subsidiaries (including the Merger Company), taken as a whole, immediately after giving effect to the Transactions; and (xiv) such other documents, governmental certificates, agreements and lien searches as the Administrative Agent or any Lender may reasonably request.

Documentation. The Administrative Agent Lender shall have received the following duly executed by all the parties theretodocuments, each to be in form and substance reasonably satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lenderits counsel: (iA) this AgreementThe Loan Documents duly executed, completed and delivered by Borrower, including the Second Modification of Deeds to Secure Debt, Assignment of Rents and Security Agreement in the form of Exhibit E attached hereto; (B) Certified copies of Borrower's liability insurance policies, together with endorsements naming Lender as a Note payable co-insured; (C) Copies of all filing receipts or acknowledgments issued by any governmental authority to evidence any filing or recordation necessary to perfect the order Liens of each Lender in the amount of its CommitmentCollateral and evidence in a form reasonably acceptable to Lender that such Liens constitute valid and perfected security interests and Liens, having the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% Lien priority specified in Section 5.2(B) hereof; (by valueD) A copy of the Certificate of Incorporation of Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulesamendments thereto, certified as of a recent date by the Secretary of State of Delaware; (iiE) a favorable opinion Current good standing certificates (or certificates of existence) for Borrower, issued by the Borrower’s, its Subsidiaries’ Secretary of State of each of Delaware and Georgia; (F) A closing certificate signed by the Chief Financial Officer and the Guarantors’ counsel Secretary or any Assistant Secretary of Borrower dated as of the date of this Agreement hereof, and substantially in the form of the Exhibit F attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requesthereto, duly completed; (iiiG) copiesAn opinion of Borrower's counsel in the form of Exhibit G attached hereto and copies of the results of a recent examination under Borrower's name of the Uniform Commercial Code financing statement, certified federal and state tax lien and judgment lien records of Gwinnett County, Georgia; (H) Lien Subordination Agreements executed by all contractors listed on Exhibit B to Borrower's Affidavit dated as of the date of this Agreement hereof executed by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents;Bruce W. Smith; and (iv▇) certificates of a Responsible Officer of ▇▇▇▇ ▇▇her documents, instruments and agreements as Lender shall reasonably request in connection with the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,foregoing matters.

Documentation. The Administrative Agent or ▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇ Fargo Securities”), as applicable, shall have received the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lenderreceived: (i) counterparts of this Agreement, a Note payable to Amendment executed by the order of each Lender in the amount of its CommitmentBorrowers, the Guaranties, the Pledge Agreement, the Security Agreements, Guarantor and Mortgages encumbering at least 80% (by value) all of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulesLenders; (ii) a favorable opinion Note executed by the applicable Borrowers in favor of each Lender requesting the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestsame; (iii) copies, certified as a certificate of the date of this Agreement by a Responsible Officer of each Borrower certifying as to the incumbency and genuineness of the signature of each officer of such Borrower executing Loan Documents to which it is a party and certifying that attached thereto is a true, correct and complete copy of (A) the resolutions articles of incorporation (or similar formation document for any Foreign Borrower) of such Borrower and all amendments thereto, certified as of a recent date by the applicable Governmental Authority (or by such Borrower in the certificate delivered pursuant to Section 5.2(b)(ii) of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower Credit Agreement, in any jurisdiction where a Governmental Authority certification is a partyneither customary nor available), (B) the certificate bylaws (or similar governing documents) of incorporation of such Borrower as in effect on the Borrowerdate hereof, (C) resolutions duly adopted by the bylaws board of directors or shareholders, as applicable, of such Borrower authorizing the Borrower transactions contemplated hereunder and (D) all other documents evidencing other necessary corporate action the execution, delivery and governmental approvals, if any, with respect to performance of this Agreement, the Note, Amendment and the other Loan Documents; (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,, and (D) each certificate required to be delivered pursuant to Section 5.2(b)(iii) of the Credit Agreement; (iv) certificates as of a recent date of the good standing (or similar certificate for any Foreign Borrower, if available in the applicable jurisdiction) of each Borrower under the laws of the jurisdiction of formation of such Borrower; and (v) at least three (3) calendar days prior to the Amendment No. 12 Effective Date, all documentation and other information required by the Administrative Agent or any Lender, as applicable, in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act and Beneficial Ownership Regulations, in each case, to the extent reasonably requested by the Administrative Agent or such Lender in writing at least ten (10) business days prior to the Amendment No. 12 Effective Date.

Documentation. The Administrative Agent There shall have received been delivered to the following Purchaser the following: (i) A certificate, dated the Closing Date, of the Seller and the Seller confirming the matters set forth in Sections 5.3(a), (b) and (c); (ii) A certificate, dated the Closing Date, of the Seller certifying that attached to such certificate (A) is a true and correct copy of the Certificate of Incorporation and by-laws (or comparable instruments) of the Seller and all amendments, if any, thereto as of the date thereof; (B) are the names of the directors and officers of the Seller; (C) is a true copy of all corporate actions taken by the board of directors of the Seller (which actions shall have been taken prior to the date of entering into this Agreement) to authorize the Acquisition and the Other Contemplated Transactions; and (D) are the names and signatures of the duly executed by elected or appointed officers of the Seller who are authorized to execute and deliver this Agreement, the other Transaction Documents to which the Seller is a party and any certificate, document or other instrument in connection herewith; (iii) True, correct and complete copies of all the parties theretoRequired Consents and Permits; (iv) The resignation of all officers and directors of the Seller and Subsidiaries, as may have been requested by the Purchaser; (v) Good standing certificates of the Seller and Subsidiaries from the Secretary of State (or comparable authority) of each jurisdiction in which the Seller or a Subsidiary is organized; (vi) A signed opinion of Seller's counsel, dated the Closing Date, addressed to the Purchaser in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s Purchaser and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulesassignees; (iivii) a favorable opinion certificates evidencing all of the Borrower’sPurchased Shares, its Subsidiaries’ and which certificates shall be duly endorsed in blank or accompanied by duly executed stock powers assigning them to the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestPurchaser; (iiiviii) copiesevidence of Gulfsat's firm commitment to put into service 18 additional E-1s in 1999 and use its best efforts or attempt to obtain post-closing additional E-1s in 2000 and 2001 on the schedule assumed in the pro forma financial statements delivered by Seller to Purchaser on July 23, certified 1999, as of subsequently amended (the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents"Proforma Financials"); (ivix) certificates of a Responsible Officer of written confirmation from Gulfsat that the Borrower certifying prices payable to Gulfsat fluctuate as the names "market prices" for carrying traffic to the countries involved fluctuate and true signatures of that such market prices are determined by the officers of prices the Borrower authorized Subsidiaries are able to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a partyset for carrying such traffic; (vx) copies, certified as true correct and complete copies of the date pleadings in connection with the arbitration with AT&T referred to in Section 1.2 above; (xi) executed copy of this a Consulting Agreement by a Responsible Officer or the secretary or an assistant secretary and Non-Compete Agreement between ▇▇▇▇▇▇ ▇▇▇▇ and PICK Net US in form and substance satisfactory to Purchaser and its assignees; (xii) confirmation from each vendor and creditor of each Guarantor of (A) the resolutions Seller of the Board amount owing by Seller in connection with the elimination of Directors debt referred to in Section 1.2 above; (or other applicable governing bodyxiii) agreements by each vendor and creditor of Seller to stretch out the terms of payment of the amounts owing by Seller which, in the aggregate, conform to the payment schedule for such Guarantor approving indebtedness assumed in the Loan Documents to which it is a party,Proforma Financials.

Documentation. The Administrative Agent Bank shall have received the following duly executed by all the parties theretoreceived, in form and substance satisfactory to Bank, each of the Administrative Agentfollowing, duly executed by the Issuing Lender and Credit Parties thereto (other than the Lenders, and, where applicable, in sufficient copies for each Lender:Bank): (i) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules; (ii) a favorable opinion the Line of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestCredit Note; (iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Term Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents; (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Security Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copiesthe Pledge Agreement; (vi) the Guaranty; (vii) the Deeds of Trust; (viii) the Subordination Agreements; (ix) a “pay-off” letter with respect to the Existing B of A Indebtedness executed by a duly authorized officer of the Bank of America, N.A. and all other signatories thereto; (x) such evidence as the Bank may reasonably require to verify that each Credit Party is duly organized or formed, validly existing, in good standing and qualified to engage in business in each jurisdiction in which it is required to be qualified to engage in business, including copies of each Credit Party’s organizational documents, certificates of existence, certificates of good standing and/or qualification to engage in business and tax clearance certificates, certified by an officer of the Credit Party; (xi) such certificates of resolutions or other action, incumbency certificates and/or other certificates of officers of the Credit Parties on behalf of such parties as Bank may require to establish the identities of and verify the authority and capacity of each such officer thereof; (xii) a Borrowing Base Certificate evidencing that after provision for refinancing of the Existing B of A Indebtedness, there will exist availability as determined under the Borrowing Base; (xiii) lien searches with respect to the Collateral in form and substance acceptable to Bank in its sole discretion; (xiv) a certificate signed by the responsible officer of Borrower certifying (i) that the conditions specified in Section 3.2(a) hereinbelow have been satisfied, (ii) setting forth in form and detail satisfactory to Bank a calculation (A) of the current ratio of Funded Debt to EBITDA as of the date Closing Date, (B) a calculation showing a “Fixed Charge Coverage Ratio” (hereinafter defined) of this Agreement not less than 1.5 to 1 as of the Closing Date; (C) a calculation of “Balance Sheet Leverage” (hereinafter defined) of not less than 6.25 to 1.0 as of the Closing Date and (D) A “Tangible Net Worth” (hereinafter defined) of not less than $7,500,000 as of the Closing Date and (iii) that no Event of Default or event or circumstance which with the passage of time, giving of notice or both would become an Event of Default has occurred; (xv) landlord waivers or subordinations executed by a Responsible Officer the owner of any property not owned by Borrower on or the secretary or an assistant secretary of each Guarantor of in which Collateral is located; (Axvi) the resolutions originals of all stock certificates described in Section 3 of the Board Pledge Agreement, together with executed stock powers for each; (xvii) such other documents, certificates, reports and evidence of Directors (other circumstances, events or actions as Bank may reasonably require in connection with the transactions contemplated hereby or by the other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,Documents.

Documentation. The Administrative Agent shall have received the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, a Note payable to the order of each requesting Lender in the amount of its Commitment, the Security Agreements, the Guaranties, the Pledge Agreements, the Parent Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 8085% (by value) of the PV-10 of the Borrower’s 's and its Subsidiaries’ ' Proven Reserves and Oil and Gas Properties (as set forth in the Initial Engineering Report) in connection therewith, account control agreements required pursuant to Section 5.13 and each of the other Loan Documents, and all attached exhibits and schedules; (ii) a favorable opinion of (A) the Parent's, the Borrower’s, its Subsidiaries’ 's and the Guarantors’ ' primary counsel dated as of the date of this Agreement in form and substantially in covering such matters as the form Administrative Agent may reasonably request, and (B) the Borrower's and its Subsidiaries' local counsel dated as of the attached Exhibit K date of this Agreement in form and covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iii) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of the Borrower of (A) the resolutions of the Board board of Directors directors or managers (or other applicable governing body) of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the articles or certificate (as applicable) of incorporation (or organization) and bylaws, limited liability company agreement, operating agreement, limited partnership agreement or other governing documents of the Borrower, an (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the NoteNotes, and the other Loan Documents; (iv) certificates of a Responsible Officer or the secretary or an assistant secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board board of Directors directors or managers (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,, (B) the articles or certificate (as applicable) of incorporation (or organization) and bylaws, limited liability company agreement, operating agreement, limited partnership agreement or other governing documents of such Guarantor, and (C) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty, the Security Instruments, and the other Loan Documents to which such Guarantor is a party; (vi) a certificate of a Responsible Officer or the secretary or an assistant secretary of each Guarantor certifying the names and true signatures of officers of such Guarantor authorized to sign the Guaranty, Security Instruments and the other Loan Documents to which such Guarantor is a party; (vii) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of the Parent of (A) the resolutions of the Board of Directors of the Parent approving the Loan Documents to which the Parent is a party, (B) the articles or certificate of incorporation and the bylaws of the Parent, and (C) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Parent Pledge and the other Loan Documents to which the Parent is a party; (viii) certificates of a Responsible Officer or the secretary or an assistant secretary of the Parent certifying the names and true signatures of the officers of the Parent authorized to sign the Parent Pledge and the other Loan Documents to which the Parent is a party; (ix) a certificate dated as of the Closing Date from a Responsible Officer of the Borrower stating that (A) all representations and warranties of the Borrower set forth in this Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified by materiality in the text thereof); (B) no Default has occurred and is continuing; and (C) the conditions in this Section 3.01 have been met; (x) appropriate UCC-1 and UCC-3, as applicable, Financing Statements covering the Collateral for filing with the appropriate authorities and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Collateral; (xi) property insurance certificates naming the Administrative Agent loss payee and liability insurance certificates and endorsements naming the Administrative Agent as additional insured, as applicable, and evidencing insurance which meets the requirements of this Agreement and the Security Instruments, and otherwise satisfactory to the Administrative Agent; (xii) the Initial Engineering Report; (xiii) stock, membership or partnership certificates required in connection with the Parent Pledge Agreement and the Pledge Agreements and stock powers executed in blank for each such stock certificate; (xiv) [Reserved]. (xv) certificates of good standing and existence for the Parent and each Loan Party in (a) the state, province or territory in which each such Person is organized and (b) each state, province or territory in which such good standing is necessary, which certificates shall be dated a date not earlier than 30 days prior to the date hereof; and (xvi) such other documents, governmental certificates, agreements and lien searches as the Administrative Agent or any Lender may reasonably request.

Documentation. The Administrative Agent Lender shall have received the following documents, each to be in form and substance reasonably satisfactory to the Lender and its counsel: (a) This Amendment duly executed by the Borrowers; (b) Copies of all filing receipts or acknowledgments issued by any governmental authority (including, without limitation, the FAA) to evidence any filing or recordation necessary to perfect the Liens of the Lender in the Joining Borrower Collateral and evidence in a form reasonably acceptable to the Lender that such Liens constitute valid and perfected first priority security interests and Liens, subject only to those Permitted Liens which are expressly stated to have priority over the Liens of the Lender; (c) Copies of the Articles of Incorporation of each Joining Borrower, and all amendments thereto, certified by the secretary of the state of its incorporation; (d) Good standing certificates for each Joining Borrower issued by the secretary of the state of its incorporation; (e) A closing certificate signed by an authorized officer of each Borrower stating that (i) the representations and warranties of each Borrower set forth in this Amendment and the Loan Agreement are true and correct in all material respects on and as of the date of this Amendment, (ii) each Borrower is on such date in compliance in all material respects with all the parties terms and provisions set forth in the Loan Agreement, as amended hereby, and the other Loan Documents, and (iii) on such date no Default or Event of Default exists; (f) Certificate of the Secretary or an Assistant Secretary of each Borrower certifying (i) that attached thereto is a true and complete copy of the Bylaws of such Borrower, as in effect on the date of such certification, (ii) that attached thereto is a true and complete copy of the resolutions adopted by the Board of Directors of such Borrower authorizing the execution, delivery and performance of this Amendment, the joinder by the Joining Borrowers in the Loan Agreement and the other Loan Documents, the guaranty by each Borrower of the Obligations of the other Borrowers, and the consummation of the transactions contemplated hereby and thereby, and (iii) as to the incumbency and genuineness of the signature of each officer of each Borrower executing this Amendment or any of the Loan Documents; (g) A Spare Parts Supplement (or, in the case of the Existing Borrower, an amendment thereto), duly executed by each Borrower (other than the Parent) for the locations at which any Spare Parts are located as set forth in Schedule 7.1.1 to the Loan Agreement; (h) Favorable written opinions from special FAA counsel to the Lender as to the recordation of the Spare Parts Supplements executed by each Borrower (other than the Parent) pursuant to this Amendment in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender:its counsel; (i) this Agreement, a Note payable to the order Certified copies of casualty insurance policies of each Borrower, together with loss payable endorsements on the Lender's standard form of Loss Payee Endorsement naming the Lender in as loss payee as its interests may appear; and (j) Such other documents, instruments and agreements as the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties Lender shall reasonably request in connection therewith, and each of with the other Loan Documents, and all attached exhibits and schedules; (ii) a favorable opinion of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents; (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,foregoing matters.

Documentation. The Administrative Agent shall have received the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge AgreementAgreements, the Security Agreements, the Subordination and Intercreditor Agreement, and new Mortgages encumbering or reaffirmation of existing Mortgages which collectively (A) encumber at least 8085% (by value) of all of the Borrower’s and its Restricted Subsidiaries’ (including the Merger Company’s) Proven Reserves and Oil and Gas Properties in connection therewith(other than the Proven Reserves of Orion), and (B) encumber such percentage of Orion’s Proven Reserves and Oil and Gas Properties attributable to the Borrower’s equity ownership therein, and each of the other Loan Documents, and all attached exhibits and schedules; (ii) a favorable opinion of the Borrower’s, its Subsidiaries’ ’s and the GuarantorsRestricted Subsidiaries’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K K, covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent Agent, on behalf of the Lenders, may reasonably request; (iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board board of Directors directors of the Borrower General Partner, as general partner of the Borrower, approving the Loan Documents to which the Borrower is a partyparty and authorizing the entering into of Hedge Contracts, (B) the certificate of incorporation of the BorrowerPartnership Agreement, (C) the bylaws certificate of limited partnership of the Borrower duly certified by the Secretary of State of the State of Texas, and (D) the limited liability company agreement of the General Partner, (E) the certificate of formation of the General Partner duly certified by the Secretary of State of the State of Texas, (F) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents; (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents and Hedge Contracts to which the Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor Restricted Subsidiary (including the Merger Company, after giving effect to the Merger) of (A) the resolutions of the Board board of Directors directors or managers (or other applicable governing body) of such Guarantor Restricted Subsidiary approving the Loan Documents to which it is a party and authorizing the entering into of Hedge Contracts, (B) the articles or certificate (as applicable) of incorporation (or organization) of such Restricted Subsidiary certified by the Secretary of State for the state of organization, (C) the bylaws or other governing documents of such Restricted Subsidiary, and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty, the Security Instruments, and the other Loan Documents and Hedge Contracts to which such Restricted Subsidiary is a party,; (vi) a certificate of a Responsible Officer of each Restricted Subsidiary certifying the names and true signatures of officers of such Restricted Subsidiary authorized to sign the Guaranty, Security Instruments and the other Loan Documents and Hedge Contracts to which such Restricted Subsidiary is a party; (vii) certificates of good standing for the Borrower, the General Partner, and each Restricted Subsidiary in each state in which each such Person is organized or qualified to do business, which certificate shall be (A) dated a date not sooner than 14 days prior to the date of this Agreement or (B) otherwise effective on the Effective Date; (viii) a certificate dated as of the date of this Agreement from the Responsible Officer of the Borrower stating that (A) all representations and warranties of the Borrower set forth in this Agreement are true and correct in all material respects as of such date (except in the case of representations and warranties that are made solely as of an earlier date or time, which representations and warranties shall be true and correct in all material respects as of such earlier date or time); (B) no Default has occurred and is continuing; and (C) the conditions in clauses (a), (b), (c), and (h) — (n) of this Section 3.01 have been met; (ix) appropriate UCC-1 and UCC-3 Financing Statements covering the Collateral for filing with the appropriate authorities and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Collateral; (x) certificates evidencing the Equity Interests required in connection with the Pledge Agreements and powers executed in blank for each such certificate; (xi) insurance certificates naming the Administrative Agent loss payee or additional insured, as applicable, and evidencing insurance that meet the requirements of this Agreement and the Security Instruments, and that are otherwise satisfactory to the Administrative Agent; (xii) the initial Engineering Report dated effective a date acceptable to the Administrative Agent; (xiii) a certificate of the chief financial officer of the Borrower, in form and substance reasonably satisfactory to the Administrative Agent, attesting to the Solvency (i) of the Borrower and its Restricted Subsidiaries (other than the Merger Company), taken as a whole, immediately before giving effect to the Transactions, and (ii) of the Borrower and its Restricted Subsidiaries (including the Merger Company), taken as a whole, immediately after giving effect to the Transactions; and (xiv) such other documents, governmental certificates, agreements and lien searches as the Administrative Agent or any Lender may reasonably request.

Documentation. The Administrative Agent shall have received counterparts of this Agreement executed by the Borrower, the Guarantors and the Banks, and the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, and, with respect to this Agreement, the Issuing Lender Notes, all Guaranties and the Lenders, and, where applicableEnvironmental Indemnity, in sufficient copies for each Lender:Bank (except for each Note, as to which one original of each shall be sufficient): (i) this Agreement, a Note duly executed by the Borrower and payable to the order of each Lender in Bank that has requested the amount of its Commitmentsame, the all Guaranties, and the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulesEnvironmental Indemnity; (ii) a favorable opinion certificate from the Chief Executive Officer, President or Chief Financial Officer of the Borrower’s, its Subsidiaries’ and Parent on behalf of the Guarantors’ counsel Borrower dated as of the date Closing Date stating that as of the Closing Date (A) all representations and warranties of the Borrower set forth in this Agreement and substantially the Credit Documents are true and correct in all material respects (except to the form extent that any representation or warranty that is qualified by materiality shall be true and correct in all respects); (B) no Default has occurred and is continuing; (C) the conditions in this Section 3.01 have been met or waived in writing; and (D) to the best of the attached Exhibit K covering Borrower’s knowledge there are no claims, defenses, counterclaims or offsets by the matters discussed in such Exhibit and such other matters as any Lender through Borrower against the Administrative Agent may reasonably requestBanks under the Credit Documents; (iii) copiesa certificate of the Secretary or an Assistant Secretary of the Parent on behalf of the Borrower, certified each Guarantor, each Subsidiary of the Parent and each general partner or managing member (if any) of each of the foregoing, dated as of the date of this Agreement by a Responsible Officer Closing Date certifying as of the Borrower of Closing Date to the extent applicable (A) the names and true signatures of officers or authorized representatives of the general partner of such Person authorized to sign the Credit Documents to which such Person is a party as general partner of such Person, (B) resolutions of the Board of Directors or the members of the Borrower general partner of such Person approving the Loan Documents to which the Borrower is a party, (B) the certificate transactions herein contemplated and of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvalsand other third party approvals and consents, if any, with respect to this Agreementthe transactions under the Credit Documents and each Credit Document to which it is or is to be a party, (C) a true and correct copy of the Noteorganizational documents of the general partner of such Person, (D) a true and correct copy of the bylaws, operating agreement, partnership agreement or other governing document of such Person, and (E) a true and correct copy of all partnership or other organizational authorizations necessary or desirable in connection with the other Loan Documentstransactions herein contemplated; (iv) certificates of a Responsible Officer certificate of the Borrower certifying the names and true signatures Secretary or an Assistant Secretary of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified Parent dated as of the date Closing Date certifying as of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of Closing Date (A) the resolutions of the Board of Directors (or other applicable governing body) the members of the general partner of such Guarantor Person approving the Loan transactions herein contemplated and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to the transactions under the Credit Documents and each Credit Document to which it is or is to be a party,, (B) the copies of the charter and bylaws of the Parent and any modification or amendment to the articles or certificate of incorporation or bylaws of the Parent made since such date, and (C) that the Parent owns 100% of the general partner interests and at least 70% of the limited partnership interests in the Borrower; (v) a copy of a certificate of the Secretary of State (or equivalent authority) of the jurisdiction of incorporation, organization or formation of each of the Parent, the Borrower and each Guarantor, dated reasonably near (but prior to) the Closing Date, certifying, if and to the extent such certification is generally available for entities of the type of such Person, (A) as to a true and correct copy of the charter, certificate of limited partnership, limited liability company agreement or other organizational document of such Person, and each amendment thereto on file in such Secretary’s office, (B) that (1) such amendments are the only amendments to the charter, certificate of limited partnership, limited liability company agreement or other organizational document, as applicable, of such Person on file in such Secretary’s office, (2) such Person has paid all franchise taxes to the date of such certificate and (C) such Person is duly incorporated, organized or formed and in good standing or presently subsisting under the laws of the jurisdiction of its incorporation, organization or formation; (vi) A copy of a certificate of the Secretary of State (or equivalent authority) of each jurisdiction in which any of the Parent, the Borrower and each Guarantor owns or leases property or in which the conduct of its business requires it to qualify or be licensed as a foreign corporation except where the failure to so qualify or be licensed could not reasonably be expected to result in a Material Adverse Change, dated reasonably near (but prior to) the Closing Date, with respect to each such Person that such Person is duly qualified and in good standing as a foreign corporation, limited partnership or limited liability company in such State and has filed all annual reports required to be filed to the date of such certificate; (vii) (A) one or more favorable written opinions of ▇▇▇▇▇▇▇, Diamond and Ash, ▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLP and Hunton & ▇▇▇▇▇▇▇▇ LLP, each special counsel for the Borrower, the Parent, and their Subsidiaries, in a form reasonably acceptable to the Administrative Agent, in each case dated as of the Closing Date and with such changes as the Administrative Agent may approve, and (B) such other legal opinions as the Administrative Agent shall reasonably request, in each case dated as of the Closing Date and with such changes as the Administrative Agent may approve; (viii) in the event the initial Advance is a LIBOR Advance made on the Closing Date, a breakage indemnity letter agreement executed by the Borrower and dated as of the date of the related Notice of Borrowing in form and substance satisfactory to the Administrative Agent; (ix) any information or materials reasonably required by the Administrative Agent or any Bank in order to assist the Administrative Agent or such Bank in maintaining compliance with (i) the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”) and (ii) any applicable “know your customer” or similar rules and regulations; (x) a Compliance Certificate duly executed by a Responsible Officer of the Parent, dated the Closing Date or, if later, the date of the initial Advance, in each case confirming that the Parent is in compliance with the covenants contained in Article VII on such date (including after giving effect to the initial Advance, if any, made on such date); and (xi) such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent may reasonably request.

Documentation. The Administrative Agent Lender shall have received the following duly executed by all the parties theretodocuments, each to be in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lenderits counsel: (i) this AgreementCertified copies of casualty insurance policies of Borrower, a Note together with loss payable to the order endorsements on Lender's standard form of each Loss Payee Endorsement naming Lender in the amount of as loss payee as its Commitment, the Guaranties, the Pledge Agreement, the Security Agreementsinterests may appear, and Mortgages encumbering at least 80% (by value) certified copies of the liability insurance policies of Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulestogether with endorsements naming Lender as a coinsured; (ii) a favorable opinion Copies of all filing receipts or acknowledgments issued by any governmental authority (including, without limitation, the Borrower’s, its Subsidiaries’ and FAA) to evidence any filing or recordation necessary to perfect the Guarantors’ counsel dated as Liens of the date of this Agreement and substantially Lender in the Collateral and evidence in a form acceptable to Lender that such Liens constitute valid and perfected first priority security interests and Liens, subject only to those Permitted Liens which are expressly stated to have priority over the Liens of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestLender; (iii) copiesCopies of the Articles or Certificate of Incorporation of each Loan Party and all amendments thereto, certified by the Secretary of State or other appropriate official of its respective jurisdiction of incorporation; (iv) Good standing certificates for each Loan Party issued by the Secretary of State or other appropriate official of such Loan Party's respective jurisdiction of incorporation and each jurisdiction where the conduct of such Loan Party's business activities necessitates qualification and in which the failure of such Loan Party to be so qualified would have a Material Adverse Effect; (v) A closing certificate signed by the chief executive or financial officer of each Loan Party, dated as of the Closing Date, stating that (a) the representations and warranties set forth in Section 8 hereof are true and correct in all material respects on and as of such date, (b) such Loan Party is on such date of in compliance in all material respects with all the terms and provisions set forth in this Agreement and the other Loan Documents and (c) on such date no Default or Event of Default has occurred and is continuing; (vi) The Security Documents duly executed, accepted and acknowledged by a Responsible Officer or on behalf of each of the Borrower signatories thereto; (vii) The Other Agreements duly executed and delivered by each Loan Party; (viii) The favorable, written opinion of (A) the resolutions of the Board of Directors of the Borrower approving counsel to the Loan Documents Parties as to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to transactions contemplated by this Agreement, the Note, Agreement and the other Loan Documents; (ivix) certificates Written instructions from the Loan Parties directing the application of a Responsible Officer proceeds of the Borrower certifying Bridge Loan and the names and true signatures initial Revolver Loan made to the Loan Parties pursuant to this Agreement on the Closing Date; (x) Certificates of the officers Secretary or an Assistant Secretary of each Loan Party certifying (a) that attached thereto is a true and complete copy of the Borrower authorized to sign Bylaws of such Loan Party, as in effect on the date of such certification, (b) that attached thereto is a true and complete copy of the resolutions adopted by the Board of Directors of such Loan Party, authorizing the execution, delivery and performance of this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, Agreement and the other Loan Documents to which the Borrower such Loan Party is a partyparty and the consummation of the transactions contemplated hereby and thereby, and (c) as to the incumbency and genuineness of the signature of each officer of such Loan Party executing this Agreement or any of the Loan Documents; (vxi) copiesAn amendment to the Reimbursement Agreement, certified as duly executed by Borrower and Bank, conforming the definition of the "Applicable Percentage" to the definition of that term as set forth in this Agreement; (xii) Certificate of the Secretary of the Authority certifying (a) that attached thereto is a true and complete copy of the resolutions adopted by the Authority, authorizing the execution, delivery and performance of the Escrow Agreement and the consummation of the transactions contemplated thereby, and (b) as to the incumbency and genuineness of the signature of each officer of the Authority executing the Escrow Agreement; (xiii) The favorable, written opinion of counsel to the Authority as to the transactions contemplated by the Escrow Agreement; (xiv) an opinion from Lender's special FAA counsel, certifying to Lender that Lender has a first priority Lien in the Rotable Spare Parts of Borrower; (xv) an amendment to the Deed of Trust, duly executed by Borrower, the trustee under the Deed of Trust and Lender, with all fees and taxes, if any, paid thereon, reflecting the amendments to the Existing Loan Agreement made by this Agreement; (xvi) an endorsement to the policy of title insurance currently insuring the lien of the Deed of Trust, updating the effective date of this Agreement by a Responsible Officer or such policy to the secretary or an assistant secretary of each Guarantor of (A) the resolutions recordation date of the Board amendment to the Deed of Directors Trust insured thereby executed pursuant to this Agreement, with all premiums thereon paid, and (or xvii) Such other applicable governing body) of such Guarantor approving documents, instruments and agreements as Lender shall reasonably request in connection with the Loan Documents to which it is a party,foregoing matters.

Documentation. The Administrative Agent shall have received the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) substantially all of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules; (ii) a favorable opinion of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents; (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,, (B) the articles or certificate (as applicable) of incorporation (or organization) and bylaws of such Guarantor, and (C) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty, the Security Instruments, and the other Loan Documents to which such Guarantor is a party; (vi) a certificate of the secretary or an assistant secretary of each Guarantor certifying the names and true signatures of officers of such Guarantor authorized to sign the Guaranty, Security Instruments and the other Loan Documents to which such Guarantor is a party; (vii) a certificate dated as of the date of this Agreement from the Responsible Officer of the Borrower stating that the conditions in this Section 3.01 have been met; (viii) appropriate UCC-1 and UCC-3, as applicable, Financing Statements covering the Collateral for filing with the appropriate authorities and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Collateral; (ix) stock certificates required in connection with the Pledge Agreements and stock powers executed in blank for each such stock certificate; (x) insurance certificates naming the Administrative Agent loss payee or additional insured, as applicable, and evidencing insurance which meets the requirements of this Agreement and the Security Instruments, and which is otherwise satisfactory to the Administrative Agent; (xi) the initial Independent Engineer’s Report dated effective as of a date acceptable to the Administrative Agent; (xii) the Subordination and Intercreditor Agreement; (xiii) such other documents, governmental certificates, agreements and lien searches as the Administrative Agent or any Lender may reasonably request.

Documentation. The Administrative Agent Lender shall have received the following duly executed documents, each to be in form and substance satisfactory to Lender and its counsel: (A) Copies of each Borrower's casualty insurance policies evidencing the existence of the insurance coverage required pursuant to this Agreement and certificates evidencing such insurance, together with loss payable endorsements thereto naming Lender as a loss payee or additional insured in form and substance satisfactory to Lender. (B) Copies of all filing receipts or acknowledgments issued by any governmental authority to evidence any filing or recordation necessary to perfect the Liens of Lender in the Collateral and evidence, in a form acceptable to Lender, that such Liens constitute valid and first priority perfected Liens, subject only to any Permitted Liens. (C) Certificates of each Borrower dated as of the date Lender makes its initial advance of loan proceeds pursuant hereto, certifying (i) that attached thereto is a true and complete copy of its Partnership Agreement, as in effect on the date of such certification, (ii) that attached thereto is a true and complete copy of resolutions, in form satisfactory to Lender, adopted by such Borrower, authorizing the execution, delivery and performance of this Agreement and each of the other Credit Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, and (iii) as to the incumbency and genuineness of the signature of each officer of such Borrower executing this Agreement or any of the other Credit Documents to which such Borrower is a party. (D) A Certificate of the General Partner of such Borrower, dated as of the date Lender makes its initial advance of loan proceeds pursuant hereto, certifying (a) that attached thereto are true and complete copies of its Certificate of Incorporation and By-laws, as in effect on the date of such certification, (b) that attached thereto is a true and complete copy of resolutions, in form satisfactory to Lender, adopted by the board of directors of the General Partner of such Borrower, authorizing on behalf of such Borrower the execution, delivery and performance of this Agreement and each of the other Credit Documents to which such Borrower is a party and the consummation of the transactions contemplated hereby and thereby, and (c) as to the incumbency and genuineness of the signature of each officer of the General Partner of such Borrower executing on behalf of such Borrower this Agreement or any of the other Credit Documents to which such Borrower is a party. (E) Copies of the Certificate of Limited Partnership of such Borrower, and all amendments thereto, certified by the Secretary of State of such Borrower's state of formation. (F) Good standing certificates for such Borrower and General Partner of such Borrower issued by the Secretary of State of Delaware and the Secretary of State of each other jurisdiction in which such Borrower's or General Partner's qualification is required hereunder. (G) A certificate signed by an officer of such Borrower or of such Borrower's General Partner and dated as of the date Lender makes its initial advance of loan proceeds pursuant hereto, stating that (i) the representations and warranties set forth in Section 7 hereof are true and correct on and as of such date, (ii) such Borrower is on such date in compliance with all the parties theretoterms and provisions set forth in this Agreement, and (iii) on such date no event or condition has occurred or is continuing which, with the giving of notice, the lapse of time, or both, would constitute an Event of Default. (H) Duly executed written lien waivers in favor of Lender from each lessor, bailee, warehouseman, mortgagee or similarly situated Person who may, with respect to any location at which any of the Collateral is to be located or stored, by operation of law or otherwise, have any Lien in or upon such Collateral. (I) Duly executed subordination agreements in respect of all Subordinated Debt, including, but not limited to N.E.S. Investment Co. L.P. and Dresser Industries, Inc., evidencing the agreement of the holder of such Subordinated Debt to subordinate the same in right of payment to the Obligations to the extent and in such manner acceptable to Lender. (J) Duly executed Depository Agreements with the Depository Banks at which all Depository Accounts are to be established and, such other agreements, in form and substance acceptable to Lender as to the collection and/or servicing of Accounts and the operation of any lockbox required by Lender, all in form satisfactory to the Lender. (K) Written instructions from such Borrower directing the disbursement of the loan proceeds made pursuant to this Agreement. (L) The written opinion of counsel to such Borrower as to the transactions contemplated by this Agreement, in form and substance satisfactory to Lender. (M) The Term Note and the Administrative AgentRevolving Note, duly executed by such Borrower, and such other agreements, instruments and documents, including, without limitation, assignments, security agreements, mortgages, deeds of trust, pledges, guaranties and consents, which Lender may require to be executed in connection herewith, including, but not limited to, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lenderfollowing: (i) this Agreement, a Note payable Evidence that Borrowers have paid off their existing indebtedness to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits appropriate lien releases, terminations and schedules;satisfactions have been recorded. (ii) a favorable opinion Environmental Assessments, Appraisals of Real Property and Fixed Collateral, ALTA Lender Title Policies and Surveys of the Borrower’sContinental Principal Business Location and Good▇▇▇ ▇▇▇ncipal Business Location and each Collateral Location, in form and substance acceptable to Lender and its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request;counsel. (iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Duly executed Mortgages and Environmental Inspection Easements from each Borrower, (C) in form and substance acceptable to Lender and its counsel, for the bylaws of the Borrower Continental Principal Business Location and (D) all other documents evidencing other necessary corporate action Good▇▇▇ ▇▇▇ncipal Business Location and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents;each Collateral Location. (iv) certificates Duly executed Collateral Assignments of a Responsible Officer of the Borrower certifying the names Security Interests in Trademarks from each Borrower, in form and true signatures of the officers of the Borrower authorized substance acceptable to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, Lender and the other Loan Documents to which the Borrower is a party;its counsel. (v) copiesDuly executed UCC-1 Financing Statements from each Borrower, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of in recordable form, in form and substance acceptable to Lender and its counsel. (vi) Duly executed Environmental Indemnity Agreements from each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents Borrower, in form and substance acceptable to which it is a party,Lender and its counsel.

Documentation. The Administrative Agent shall have received counterparts of this Agreement executed by the Borrower, the Guarantors and the Banks, and the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, and, with respect to this Agreement, the Issuing Lender Notes, all Guaranties and the Lenders, and, where applicableEnvironmental Indemnity, in sufficient copies for each Lender:Bank (except for each Note, as to which one original of each shall be sufficient): (i) this Agreement, a Note duly executed by the Borrower and payable to the order of each Lender in Bank that has requested the amount of its Commitmentsame, the all Guaranties, and the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulesEnvironmental Indemnity; (ii) a favorable opinion certificate from the Chief Executive Officer, President or Chief Financial Officer of the Borrower’s, its Subsidiaries’ and Parent on behalf of the Guarantors’ counsel Borrower dated as of the date Closing Date stating that as of the Closing Date (A) all representations and warranties of the Borrower set forth in this Agreement and substantially the Credit Documents are true and correct in all material respects (except to the form extent that any representation or warranty that is qualified by materiality shall be true and correct in all respects); (B) no Default has occurred and is continuing; (C) the conditions in this Section 3.01 have been met or waived in writing; and (D) to the best of the attached Exhibit K covering Borrower’s knowledge there are no claims, defenses, counterclaims or offsets by the matters discussed in such Exhibit Borrower, the Parent and such other matters as any Lender through of their Subsidiaries against the Administrative Agent may reasonably requestBanks under the Credit Documents; (iii) copiesa certificate of the Secretary or an Assistant Secretary of the Parent on behalf of the Borrower, certified each Guarantor, each Subsidiary of the Parent and each general partner or managing member (if any) of each of the foregoing, dated as of the date of this Agreement by a Responsible Officer Closing Date certifying as of the Borrower of Closing Date to the extent applicable (A) the names and true signatures of officers or authorized representatives of the general partner of such Person authorized to sign the Credit Documents to which such Person is a party as general partner of such Person, (B) resolutions of the Board of Directors or the members of the Borrower general partner of such Person approving the Loan Documents to which the Borrower is a party, (B) the certificate transactions herein contemplated and of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvalsand other third party approvals and consents, if any, with respect to this Agreementthe transactions under the Credit Documents and each Credit Document to which it is or is to be a party, (C) a true and correct copy of the Noteorganizational documents of the general partner of such Person, (D) a true and correct copy of the bylaws, operating agreement, partnership agreement or other governing document of such Person, and (E) a true and correct copy of all partnership or other organizational authorizations necessary or desirable in connection with the other Loan Documentstransactions herein contemplated; (iv) certificates of a Responsible Officer certificate of the Borrower certifying the names and true signatures Secretary or an Assistant Secretary of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified Parent dated as of the date Closing Date certifying as of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of Closing Date (A) the resolutions of the Board of Directors (or other applicable governing body) the members of the general partner of such Guarantor Person approving the Loan transactions herein contemplated and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to the transactions under the Credit Documents and each Credit Document to which it is or is to be a party,, (B) the copies of the charter and bylaws of the Parent and any modification or amendment to the articles or certificate of incorporation or bylaws of the Parent made since such date, and (C) that the Parent owns 100% of the general partner interests and at least 70% of the limited partnership interests in the Borrower;

Documentation. The Administrative Agent shall Buyer and Parent have received the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lenderfollowing: (i) a certificate, dated the date hereof, of the Secretary or Assistant Secretary of Seller certifying, among other things, that attached or appended to such certificate (A) is a true and correct copy of its Certificate of Incorporation and all amendments if any thereto of the Seller as of the date thereof; (B) is a true and correct copy of its By-laws as of the date thereof; (C) is a true copy of all corporate actions of the Seller taken by it, including resolutions of its board of directors authorizing the execution, delivery and performance of this Agreement, a Note payable and each other Transaction Document to be delivered by such party pursuant hereto; and (D) are the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, names and Mortgages encumbering at least 80% (by value) signatures of the Borrower’s Seller's duly elected or appointed officers who are authorized to execute and its Subsidiaries’ Proven Reserves deliver this Agreement and Oil and Gas Properties any certificate, document or other instrument in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulesherewith; (ii) evidence of the good standing and corporate existence of Seller; (iii) a favorable signed opinion of the Borrower’sSeller's counsel, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially hereof, addressed to Buyer, in the form of the attached opinion annexed as Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents5.2A hereto; (iv) certificates a copy of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a partyall Permits; (vA) copies, certified as a copy of the date of this Agreement by a Responsible Officer or Lease and all amendments and modifications thereof, and (B) an executed consent to the secretary or an assistant secretary of each Guarantor of (A) the resolutions assignment and amendment to Lease in respect of the Board Leased Real Property, from the lessor under the Lease, in the form of Directors Exhibit 5.2B hereto (or the "Lease Documents"); (vi) an executed copy of the Escrow Agreement; (vii) possession and control of the Assets (including, but not limited to, titles to all owned vehicles and all documents relating to all leased vehicles); (viii) an executed copy of a ▇▇▇▇ of Sale and Assignment in a form annexed hereto as Exhibit 5.2C ("the ▇▇▇▇ of Sale"); (ix) an executed copy of the Assignment and Assumption Agreement; (x) an executed copy of an employment agreement between each of Mr. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Buyer in the forms annexed hereto as Exhibits 5.2D and 5.2E, respectively; (xi) assignment of Tax Exemption Benefits, in the form annexed hereto as Exhibit 5.2F; (xii) an option agreement granting Buyer an option to purchase the Leased Real Property in the form of Exhibit 5.2G; (xiii) termination of that certain option agreement between Seller and ▇▇▇▇▇▇▇ Associates, an Ohio general partnership, to purchase the Leased Real Property located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, in the form annexed hereto as Exhibit 5.2H; (xiv) a transition agreement providing for Seller to provide Buyer administrative, computer, accounting, record keeping, supply and any other applicable governing bodytransition services reasonably required by Buyer at no charge for a period not to exceed six (6) months in the form annexed hereto as Exhibit 5.2I; provided, however, that such agreement shall provide that Buyer and Parent shall reimburse Seller for its reasonable out-of-pocket expenses incurred in connection with the performance of such Guarantor approving its duties thereunder; and (xv) an executed copy of the Loan Documents to which it is a party,Supply Agreement.

Documentation. The Administrative Agent There shall have received been delivered to Parent and Purchaser the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lenderfollowing: (i) this AgreementA certificate, a Note payable to dated the order of each Lender in the amount of its CommitmentClosing Date, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s Representative and its Subsidiaries’ Proven Reserves the Company confirming the matters set forth in Sections 6.3(a), (b) and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules(c); (ii) a favorable opinion A certificate, dated the Closing Date, of the Borrower’s, its Subsidiaries’ Representative and the Guarantors’ counsel dated Company certifying that attached to such certificate (A) is a true and correct copy of the Certificate of Incorporation and by-laws (or comparable instruments) of Sellers and the Company, and all amendments, if any, thereto as of the date of this Agreement and substantially in thereof; (B) are the form names of the attached Exhibit K covering directors and officers of the matters discussed Company; (C) is a true copy of all corporate actions taken by the board of directors and the shareholders of the Company (which actions shall have been taken prior to the date of entering into this Agreement) to authorize the Acquisition and the Other Contemplated Transactions (including the approval of the shareholders of the Company of the Sale Bonus); and (D) are the names and signatures of the duly elected or appointed officers of the Company who are authorized to execute and deliver this Agreement, the other Transaction Documents to which the Company is a party and any certificate, document or other instrument in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestconnection herewith; (iii) copiesTrue, certified as correct and complete copies of all the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower Company Required Consents and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan DocumentsPermits; (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this An executed Escrow Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified as An executed Nondisclosure and Nonsolicitation Agreement; (vi) The resignation of all officers and directors of the date Company and the Subsidiary, as may have been requested by Purchaser; (vii) A Nonforeign Certificate executed by the Company and the Representative in accordance with Section 1445(b) of this Agreement the Code, substantially in the form and to the effect of Exhibit D attached hereto; (viii) A release, executed by the Representative and in favor of Parent and Purchaser, substantially in the form and to the effect of Exhibit E attached hereto; (ix) Good standing certificates for the Company and the Subsidiary from the Secretary of State of the State of Delaware and each other jurisdiction in which the Company is qualified to do business as a Responsible Officer or foreign corporation; (x) A signed opinion of Seller's counsel, dated the secretary or an assistant secretary Closing Date, addressed to Parent and Purchaser, substantially in the form and to the effect of each Guarantor of Exhibit F attached hereto; (Axi) the resolutions Senior Lender Pay-Off Letter; (xii) the JZ Pay-Off Letter; (xiii) the Preferred Stock Pay-Off Letters; (xiv) the TJC Pay-Off Letter; (xv) the BHC Pay-Off Letter; (xvi) certificates evidencing all of the Board Purchased Shares, which certificates shall be duly endorsed in blank or accompanied by duly executed stock powers assigning them to Purchaser; (xvii) releases from payees of Directors the Sale Bonus and the ▇▇▇▇▇▇▇▇ 1994 Employment Agreement Termination Payment; (xviii) releases of or other applicable governing bodyamendments to the change in control provisions, as requested by Purchaser, of the Employment Agreements; (xix) evidence of such Guarantor approving the Loan Documents release by Jordan/Zalaznick Capital Corporation of the security interest in the Purchased Shares owned by ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; (xx) evidence of the termination of the Stockholders Agreement, dated November 21, 1994, pertaining to which it is the capital stock of the Company; and (xxi) a party,Landlord Consent and Estoppel Certificate in substantially the form and to the effect of Exhibit G attached hereto.

Documentation. The Administrative Agent shall have received counterparts of this Agreement executed by the Borrower and the Lenders, and the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicablewith respect to this Agreement, all Guaranties and Environmental Indemnities, in sufficient copies for each Lender: (i) this Agreement, a Note payable to the order of each Lender in Guaranties and the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulesEnvironmental Indemnities; (ii) the Security Documents (or amendments thereto) to the extent applicable executed by the Borrower, the Parent and the other Guarantors granting to the Administrative Agent for the benefit of the Lenders an Acceptable Lien in the Collateral, together with stock certificates, stock powers executed in blank, UCC-1 financing statements and any other documents, agreements or instruments necessary or desirable to create an Acceptable Lien in the Collateral, provided that in the Administrative Agent’s discretion certain Security Documents necessary for the granting to the Administrative Agent for the benefit of the Lenders of an Acceptable Lien in Ownership Interests in Persons which are domiciled outside the United States may be executed and delivered within ten (10) Business Days of the Closing; (iii) a favorable opinion certificate from a Responsible Officer of the Parent on behalf of the Borrower dated as of the Closing Date stating that as of the Closing Date (A) all representations and warranties of the Borrower set forth in this Agreement and the Credit Documents are true and correct in all material respects; (B) no Default has occurred and is continuing; (C) the conditions in this Section 3.01 have been met or waived in writing; and (D) to the best of the Borrower’s’s knowledge there are no claims, its Subsidiaries’ defenses, counterclaims or offsets against the Lenders under the Credit Documents; (iv) a certificate of the Secretary or an Assistant Secretary of the Parent on behalf of the Borrower and the Guarantors’ counsel each corporation and limited liability company that is either a Guarantor or a general partner or manager of a Guarantor dated as of the date of this Agreement and substantially in the form certifying as of the attached Exhibit K covering Closing Date (A) the matters discussed in such Exhibit names and true signatures of officers or authorized representatives of the Parent and such other matters Persons authorized to sign the Credit Documents to which such Person is a party in the capacity therein indicated, (B) resolutions of the Board of Directors or the members of the Parent and such other Persons with respect to the transactions herein contemplated, (C) either (x) the copies of the organizational documents of the Parent, the Borrower and such other Persons delivered to the Lenders are still true and correct and have not been amended or modified since such date or (y) copies of any modification or amendment to the organizational documents of the Parent, the Borrower or any such other Persons made since such date, and (D) a true and correct copy of all partnership, corporate or limited liability company authorizations necessary or desirable in connection with the transactions herein contemplated; (v) (A) one or more favorable written opinions of ▇▇▇▇▇▇▇, Diamond & Ash, special counsel for the Borrower, the Parent, and their Subsidiaries, in a form reasonably acceptable to the Administrative Agent, in each case dated as any Lender through of the Closing Date and with such changes as the Administrative Agent may approve, and (B) such other legal opinions as either of the Administrative Agent shall reasonably request, in each case dated as of the Closing Date and with such changes as the Administrative Agent may approve, provided that in the Administrative Agent’s discretion certain legal opinions related to Persons which are domiciled outside the United States may be executed and delivered within ten (10) Business Days of the Closing; (vi) a Compliance Certificate dated as of the Closing Date reflecting for the financial tests covered therein the financial performance for the Borrower for the Rolling Period ended September 30, 2004, together with a certificated pro forma balance sheet of the Parent as of the Closing Date assuming the Pre-Existing Designated Indebtedness had been repaid, duly completed and executed by the Chief Financial Officer or Treasurer of the Parent; (vii) the MHC Letter; and (viii) such other documents, governmental certificates, agreements, lien searches as the Administrative Agent may reasonably request; (iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents; (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,.

Documentation. The Administrative Agent shall have received the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each LenderBank: (i) this Agreementan Accession Agreement dated as of the Acquisition Date (executed by each WWC Guarantor), a Note payable to the order of each Lender Custodial Agreements described in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Guarantors Security Agreements, Agreement and Mortgages encumbering at least 80% (by value) applicable to each WWC Guarantor dated as of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan DocumentsAcquisition Date, and all attached exhibits and schedulesUCC1 financing statements contemplated by the Guarantors Security Agreement with respect to each WWC Guarantor; (ii) a favorable opinion certificate from the Chief Executive Officer, President or Chief Financial Officer of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel Borrower dated as of the date Acquisition Date stating that as of the Acquisition Date (A) all representations and warranties of the Borrower set forth in this Agreement and substantially the Borrower Security Agreement are true and correct in all material respects; (B) no Default has occurred and is continuing; (C) the form of the attached Exhibit K covering the matters discussed conditions in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably requestthis Section 3.02 have been met; (iii) copies, certified a certificate of the Secretary or an Assistant Secretary of each WWC Guarantor dated as of the date of this Agreement by a Responsible Officer Acquisition Date and certifying as of the Borrower of Acquisition Date (Ax) the names and true signatures of officers such WWC Guarantor authorized to sign the Credit Documents to which such Person is a party, (y) resolutions of the Board of Directors of such Person with respect to the Borrower approving transactions herein contemplated, and (z) copies of the Loan Documents to which the Borrower is a party, (B) the articles or certificate of incorporation of the Borrower, (C) the and bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documentssuch Person; (iv) certificates a favorable opinion of a Responsible Officer Richard F. Cooper, Gener▇▇ ▇▇▇▇▇▇▇ ▇▇ the Borrower and the Guarantors, dated as of the Borrower certifying Acquisition Date and in substantially the names and true signatures form of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party;Exhibit I-2; and (v) copies, certified as all shares of capital stock of each WWC Company (other than the WWC Shares and the shares of capital stock of the date of this Agreement ICC Subsidiaries) have been delivered to the Agent together with stock powers executed in blank by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) holder of such Guarantor approving the Loan Documents to which it is a party,shares.

Documentation. The Administrative Agent shall have received the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, a Note payable to the order of each requesting Lender in the amount of its Commitment, the Security Agreements, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) substantially all of the Borrower’s and its Subsidiaries’ personal property and encumbering at least 90% of all of the Loan Parties’ Proven Reserves (as set forth in the Initial Engineering Report) and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules; (ii) a favorable opinion of the Borrower’s, its Subsidiaries’ ’s and the Guarantors’ primary counsel dated as of the date of this Agreement in form and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request;; HOUSTON\2067330.8 -43- (iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the articles or certificate of incorporation and the bylaws of the Borrower, and (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the NoteNotes, and the other Loan Documents; (iv) certificates of a Responsible Officer the secretary or assistant secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,, (B) the articles or certificate (as applicable) of incorporation (or organization or formation) and bylaws (or partnership or company agreement) of such Guarantor, and (C) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty, the Security Instruments, and the other Loan Documents to which such Guarantor is a party; (vi) a certificate of the secretary or an assistant secretary of each Guarantor certifying the names and true signatures of officers of such Guarantor authorized to sign the Guaranty, Security Instruments and the other Loan Documents to which such Guarantor is a party; (vii) a certificate dated as of the Initial Funding Date from a Responsible Officer of the Borrower stating that (A) all representations and warranties of the Borrower set forth in this Agreement are true and correct in all material respects; (B) no Default has occurred and is continuing; and (C) the conditions in this Section 3.01 have been met; (viii) appropriate UCC-1 and UCC-3, as applicable, Financing Statements covering the Collateral for filing with the appropriate authorities and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Collateral; (ix) property insurance certificates naming the Administrative Agent loss payee and liability insurance certificates naming the Administrative Agent as additional insured, as applicable, and evidencing insurance which meets the requirements of this Agreement and the Security Instruments (including business interruption insurance), and which is otherwise satisfactory to the Administrative Agent; (x) the Initial Engineering Report; (xi) stock, membership or partnership certificates required in connection with the Pledge Agreements and stock powers executed in blank for each such stock certificate; (xii) a Compliance Certificate completed and executed by a Responsible Officer of the Borrower showing the calculation of, and Borrower’s pro forma compliance with HOUSTON\2067330.8 -44-

Documentation. The Administrative Agent shall have received the following following, duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, Agent and (except for the Issuing Lender and the Lenders, and, where applicable, Notes) in sufficient copies for each LenderBank: (i) this Agreement, a Note Agreement and all attached Exhibits and Schedules and the Notes payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewithBanks, and each of the other Loan Documents, and all attached exhibits and schedulesrespectively; (ii) a favorable opinion Guaranty by each of the Borrower’s's Domestic Subsidiaries, including Maxxim Delaware (other than the Dormant Subsidiaries and the Target and its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request); (iii) copies, certified as a Pledge Agreement executed (A) by the Borrower pledging 100% of the date capital stock of this Agreement Maxxim Delaware; (B) by Maxxim Delaware pledging 100% of the capital stock of its Domestic Subsidiaries (other than the Dormant Subsidiaries and the Target) and 65% of the capital stock of its Material Foreign Subsidiaries; and (C) by each Foreign Subsidiary pledging 65% of the capital stock of its Material Foreign Subsidiaries and the stock certificates pledged in accordance with each such Pledge Agreement; (iv) the Security Agreements executed by the Borrower and each of the Borrower's Domestic Subsidiaries (other than the Dormant Subsidiaries and the Target and its Subsidiaries) and appropriate UCC-1 and UCC-3 financing statements covering the Collateral for filing with the appropriate authorities; (v) evidence of arrangements by the Borrower for the payment of all recording, documentation or stamp taxes due in connection with the filing and recordation of the Security Documents; (vi) certificates of insurance covering the Borrower's Properties meeting the requirements of Section 5.12; (vii) a Responsible certificate from the Chief Executive Officer, President or Chief Operating Officer of the Borrower dated as of the Effective Date stating that as of such date (A) all representations and warranties of the Borrower set forth in this Agreement are true and correct and (B) no Default has occurred and is continuing; (viii) copies, each certified by a Secretary or Assistant Secretary of the appropriate Person, (A) of the resolutions of the Board of Directors of the Borrower each Credit Party that is party to a Credit Document approving the Loan Credit Documents to which the Borrower it is a party, party and (B) of the articles or certificate of incorporation of the Borrower, (C) the and bylaws of the Borrower each such Credit Party and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents; (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Credit Documents to which the Borrower it is a party; (vix) copies, certified a certificate of the Secretary or an Assistant Secretary of each Credit Party that is party to a Credit Document dated as of the date of this Agreement by a Responsible Officer or certifying as of the secretary or an assistant secretary date of this Agreement the names and true signatures of officers of each Guarantor of (A) such Credit Party authorized to sign the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Credit Documents to which it is a party,; (x) an opinion of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, the Borrower's special New York counsel, and ▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇, the Borrower's special Texas counsel, in form reasonably acceptable to the Agent together substantially covering the items listed in the attached Exhibit I and an opinion of ▇▇▇▇▇▇▇▇, Loop & ▇▇▇▇▇▇▇▇ LLP, the Borrower's special Florida counsel, in form reasonably acceptable to the Agent substantially covering the items listed in the attached Exhibit J; and (xi) such other documents, governmental certificates, agreements, and lien searches as the Agent or any Bank may reasonably request.

Documentation. The Administrative Agent shall have received the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, a Note payable to the order of each Lender in the an amount of its equal to such Lender’s Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80supplements to the existing Mortgages, or if applicable, new Mortgages, encumbering, after giving effect to the ▇▇▇▇▇ Acquisition, 90% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewithProperties, and each of the other Loan Documents, and all attached exhibits and schedules; (ii) a favorable opinion opinions of (A) ▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Borrower’s, its Subsidiaries’ , and the Guarantors’ , (B) ▇▇▇▇▇▇ ▇▇▇▇▇▇, general counsel to the Borrower, its Subsidiaries and the Guarantors, and (C) local counsel to the Administrative Agent in Mississippi, Louisiana and Michigan, each dated as of the date of this Agreement Effective Date and substantially in form and substance satisfactory to the form of Administrative Agent and the attached Exhibit K Lenders, and covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iii) copies, certified as of the date of this Agreement Effective Date by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the bylaws and the certificate of incorporation of the Borrower, and (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents; (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified as of the date of this Agreement Effective Date by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,, (B) the articles or certificate (as applicable) of incorporation (or organization) and bylaws of such Guarantor, and (C) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty, the Security Instruments, and the other Loan Documents to which such Guarantor is a party; (vi) a certificate of the secretary or an assistant secretary of each Guarantor certifying the names and true signatures of officers of such Guarantor authorized to sign the Guaranty, Security Instruments and the other Loan Documents to which such Guarantor is a party; (vii) certificates of good standing for the Borrower and each Guarantor as of a recent date in each state in which each such Person is organized or qualified to do business; (viii) a certificate dated as of the Effective Date from a Responsible Officer of the Borrower stating that (A) all representations and warranties of the Borrower set forth in this Agreement are true and correct in all material respects; (B) no Default has occurred and is continuing; and (C) the conditions in this Section 3.01 have been met; (ix) appropriate UCC-1 and UCC-3, as applicable, Financing Statements covering the Collateral for filing with the appropriate authorities and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Collateral; (x) insurance certificates naming the Administrative Agent loss payee or additional insured, as applicable, and evidencing insurance that meets the requirements of this Agreement and the Security Instruments, and that is otherwise satisfactory to the Administrative Agent; (xi) certificates evidencing the Equity Interests required in connection with the Security Agreements and powers executed in blank for each such certificate; (xii) the initial Internal Engineering Report dated as of January 1, 2007 together with a letter from ▇▇▇▇▇ ▇▇▇▇▇ dated as of January , 2007 detailing the results of its audit of such report; (xiii) copies, certified by a Responsible Officer of the Borrower, of the Acquisition Instruments and all exhibits and schedules thereto, together with all amendments, modifications or waivers thereto in effect on the Effective Date; and (xiv) such other documents, governmental certificates, agreements and lien searches as the Administrative Agent or any Lender may reasonably request.

Documentation. The On or before the day on which the initial Borrowing is made or the initial Letters of Credit are issued, the Administrative Agent shall have received the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender Agent and the LendersBanks, and, and where applicable, in sufficient copies for each LenderBank: (i) this Agreement, Agreement and all its attached Exhibits and Schedules; (ii) a Revolver A Note and a Revolver B Note payable to the order of each Lender Bank in the amount of its Revolver A Commitment and its Revolver B Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedulesrespectively; (iiiii) the Security Documents and all their attached Exhibits and Schedules, including, without limitation, (A) the Pledge Agreements, (B) the Security Agreements and (C) the Mortgages; (iv) the Guaranties; (v) appropriate UCC-1 or UCC-3 Financing Statements covering the Collateral for filing with the appropriate authorities; (vi) a favorable opinion Notice of Borrowing with respect to the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel initial Borrowing; (vii) a certificate dated as of the date of this Agreement from a Responsible Officer stating that (A) all representations and substantially in the form warranties of the attached Exhibit K covering Borrower set forth in this Agreement and each of the matters discussed other Credit Documents to which it is a party are true and correct in such Exhibit all material respects; (B) no Default has occurred and such other matters as any Lender through is continuing; and (C) the conditions in this Section 3.01 have been met; (viii) certificate(s) of insurance naming the Administrative Agent may reasonably requestas loss payee or additional insured evidencing insurance which meets the requirements of this Agreement and the Security Documents and which is in amount, form and substance and from an issuer satisfactory to the Administrative Agent; (iiiix) copies, certified a certificate of the secretary or assistant secretary of the General Partner certifying as of the date of this Agreement by a Responsible Officer (A) the existence of the Borrower and the General Partner, (B) the Borrower Partnership Agreement, (C) the General Partner's Certificate of Organization and Regulations, (AD) the resolutions of the Board of Directors of General Partner approving this Agreement, the Borrower approving Notes, and the Loan other Credit Documents to which and the Borrower is a partyrelated transactions, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (DE) all other documents evidencing other necessary corporate corporate, partnership or limited liability company action and governmental approvals, if any, with respect to this Agreement, the NoteNotes, and the other Loan DocumentsCredit Documents executed and delivered on or before the Effective Date; (ivx) certificates a certificate of a Responsible Officer Secretary or an Assistant Secretary of the General Partner of the Borrower certifying the names and true signatures of the officers of the Borrower General Partner authorized to sign this Agreement, the Notes, Notices the Notice of Borrowing, Notices of Conversion or Continuation, Borrowing and the other Loan Credit Documents to which on behalf of the Borrower is a partyBorrower; (vxi) copies, certified certificates of the secretary or assistant secretary of each of the Guarantors certifying as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the organizational documents of such Guarantor, (B) the resolutions of the Board of Directors (or other applicable governing body) body of such Guarantor approving this Agreement, the Loan Guaranty, and the other Credit Documents to which it such Guarantor is a party,party and the related transactions, and (C) all other documents evidencing other necessary corporate, partnership or limited liability company action and governmental approvals, if any, with respect to this Agreement, the Guaranty, and the other Credit Documents to which such Guarantor is a party executed and delivered on or before the Effective Date; (xii) certificates of a Secretary or an Assistant Secretary of each Guarantor certifying the names and true signatures of the officers of such Guarantor authorized to sign this Agreement, the Guaranty and the other Credit Documents to which such Guarantors is a party on behalf of such Guarantor; (xiii) certificates of good standing, existence and authority for the Borrower, the General Partner and each of the Guarantors from each of the states in which the Borrower, the General Partner and each of the Guarantors is either organized or does business; (xiv) results of lien, tax and judgment searches of the UCC Records of the Secretary of State and applicable counties of the States of Texas, New Mexico and Oklahoma from a source acceptable to the Administrative Agent and reflecting no Liens against any of the Collateral as to which perfection of a Lien is accomplished by the filing of a financing statement other than in favor of the Administrative Agent; (xv) a favorable opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P., outside Texas counsel to the Borrower and the Guarantors; (xvi) [a favorable opinion of [to be determined], outside Oklahoma counsel to the Administrative Agent]; (xvii) certified copies of each of the Reorganization Documents, each certified as of the Effective Date by a Responsible Officer (A) as being true and correct copies of such documents as of the Effective Date, (B) that to the knowledge of such Responsible Officer as having been duly authorized by the partners of the general Predecessor Borrower, and (C) as having been duly executed and delivered by the partners of the Predecessor Borrower; and (xviii) such other documents, governmental certificates, agreements and lien searches as the Administrative Agent may reasonably request.

Documentation. The Administrative Agent and the Lenders shall have received the following documents, each duly executed and delivered to the Agent and the Lenders, and each to be satisfactory in form and substance to the Agent and its counsel: (i) this Agreement; (ii) the Notes; (iii) the Guaranty; (iv) the Security Agreement; (v) the Stock Pledge Agreement; (vi) a certificate signed by the President and the Chief Financial Officer of the Obligors dated as of the Effective Date, stating that the representations and warranties set forth in Article 6 hereof are true and correct in all material respects on and as of such date with the same effect as though made on and as of such date, stating that each of the Obligors is on such date in compliance with all the parties terms and conditions set forth in this Agreement on its part to be observed and performed, and stating that on such date, and after giving effect to the making of any initial Loan no Default or Event of Default has occurred or is continuing; (vii) a certificate executed by the Chief Financial Officer of each of the Obligors dated as of the Effective Date with respect to the Equipment owned by each such Obligor or any Subsidiary of such Obligor and the locations at which such Equipment is maintained; (viii) a certificate of the Secretary of each Obligor dated as of the Effective Date certifying (A) that attached thereto is a true and correct copy of the Certificate or Articles of Incorporation as in effect on the date of such certification,(B) that attached thereto is a true and correct copy of the By-laws of such Obligor, as in effect on the date of such certification, (C) that attached thereto is a true and complete copy of Resolutions adopted by the Board of Directors of such Obligor, authorizing the execution, delivery and performance of this Agreement, the other Loan Documents, the Merger Agreement and the consummation of the transactions contemplated hereby and thereby; and (D) as to the incumbency and genuineness of the signatures of the officers of such Obligor executing this Agreement or any of the other Loan Documents; (ix) a certificate of the Secretary of each Guarantor dated as of the Effective Date certifying (A) that attached thereto is a true and correct copy of the Certificate or Articles of Incorporation of such Guarantor, as in effect on the date of such certification,(B) that attached thereto is a true and correct copy of the By-laws of such Guarantor, as in effect on the date of such certification, (C) that attached thereto is a true and complete copy of Resolutions adopted by the Board of Directors of such Guarantor, authorizing the execution, delivery and performance of the Loan Documents and the consummation of the transactions contemplated hereby to which such Guarantor is a party; and (D) as to the incumbency and genuineness of the signatures of the officers of such Guarantor executing this Agreement or any of the other Loan Documents; (x) a copy of the Articles or Certificate of Incorporation of each of the Obligors, each Subsidiary of each Obligor and each other Guarantor, and all amendments thereto, certified in each case by the Secretary of State of the state of such Person's incorporation, dated as of a date close to the Effective Date; (xi) Good Standing Certificates, in each case dated as of a date close to the Effective Date, issued in respect of the Obligors, their respective Subsidiaries and the other Guarantors, by the Secretaries of State of each state listed on SCHEDULE 6.1 hereto; (xii) copies of all filing receipts or acknowledgments issued by any Governmental Authority to evidence any filing or recordation necessary to perfect the security interests of the Agent in the Collateral and evidence in a form acceptable to the Required Lenders that such security interests constitute valid and perfected first priority security interests; (xiii) certificates of insurance evidencing the Obligors' casualty and liability insurance policies (including business interruption policies), together, in the case of such casualty policies, with loss payable and mortgagee endorsements on the Agent's standard form naming the Agent as loss payee, in each case in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules; (iixiv) a favorable the written opinion of ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, P.C., counsel to the Borrower’s, its Subsidiaries’ Obligors and the Guarantors’ counsel , dated as of the date of this Agreement and substantially Effective Date, in the form of attached hereto as EXHIBIT K hereto, as to the attached Exhibit K covering the matters discussed in such Exhibit transactions contemplated by this Agreement; (xv) all landlord consents and such other matters as any Lender through similar waivers necessary to assure the Administrative Agent may reasonably requestof a first priority position in the Collateral; (iiixvi) copiessuch other documents, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower instruments and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, agreements with respect to the transactions contemplated by this Agreement, in each case in such form and containing such additional terms and conditions as may be reasonably satisfactory to the NoteRequired Lenders, and the other Loan Documents; (iv) certificates of a Responsible Officer of the Borrower certifying the names containing, without limitation, representations and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, warranties which are customary and the other Loan Documents to which the Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of usual in such Guarantor approving the Loan Documents to which it is a party,documents.

Documentation. The On the Closing Date, the Administrative Agent and the Lenders shall have received the following following, each dated on or before such day, duly executed by all the parties thereto, each in form and substance satisfactory to the Administrative Agent, the Issuing Lender Agent and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, Agreement and all attached Exhibits and Schedules; (ii) any Note requested by a Note Lender pursuant to Section 2.02(g) payable to the order of each such requesting Lender in the amount of its Revolving Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules; (ii) a favorable opinion of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iii) copiesthe Security Agreement executed the Borrower and each Guarantor, certified together with UCC-1 or UCC-3 financing statements and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in the Collateral described therein; (iv) the Pledge Agreement executed by the Borrower and each Guarantor that has a Material Subsidiary pledging to the Administrative Agent for the benefit of the Secured Parties all of the Equity Interests of the Material Subsidiaries that are Domestic Subsidiaries of such Loan Party and 65% of the Equity Interests of the Material Subsidiaries that are Foreign Subsidiaries of such Loan Party, together with certificates, powers executed in blank, UCC-1 or UCC-3 financing statements and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Equity Interests; (v) a Custodial Agreement executed by the Administrative Agent, the Loan Parties and Custodians selected by the Borrower and approved by the Administrative Agent in its sole discretion; (vi) a certificate dated as of the date of this Agreement by Closing Date from a Responsible Officer of the Borrower of stating that (A) the resolutions all representations and warranties of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower such Person set forth in this Agreement and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and in the other Loan Documents; (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,party are true and correct in all material respects; (B) no Default has occurred and is continuing; and (C) the conditions in this Section 3.01 have been met; (vii) a certificate of a Responsible Officer of each Loan Party dated the Closing Date and certifying (A) such Loan Party’s organizational documents or that there have been no changes to the organizational documents of such Loan Party since such organizational documents were last certified to the Administrative Agent and the Lenders or attaching such amendments, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Loan Party is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the incumbency and specimen signature of each officer executing any Loan Document, Notices of Borrowing or any other document delivered in connection herewith on behalf of such Loan Party; (viii) a certificate of another officer of each Loan Party as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to (vii) above; (ix) certificates from the appropriate Governmental Authority certifying as to the good standing, existence and authority of each of the Loan Parties in all jurisdictions where required by the Administrative Agent; (x) a favorable opinion dated as of the Closing Date of ▇▇▇▇▇ ▇▇▇▇▇▇, general counsel to the Loan Parties; (xi) a favorable opinion dated as of the Closing Date of Akin Gump ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP, Texas, New York and Delaware counsel to the Loan Parties; (xii) a favorable opinion dated as of the Closing Date of ▇▇▇▇ ▇▇▇▇▇▇ Hawthorne D’▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P., Louisiana counsel to the Loan Parties; (xiii) a certificate from a Financial Officer of the Borrower dated as of the Closing Date addressed to the Administrative Agent and each of the Lenders regarding the matters set forth in Section 4.20; (xiv) a certificate from a Financial Officer addressed to the Administrative Agent and each of the Lenders, which shall be in form and in substance reasonably satisfactory to the Administrative Agent, certifying that as of the Closing Date the updated Projections prepared by the Borrower and provided to the Administrative Agent are true and correct in all material respects based upon the assumptions stated therein and the best information reasonably available to such officer at the time such Projections were made and shall describe any changes therein and state that such changes shall not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect to occur; (xv) a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.04 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Administrative Agent as an additional insured; and (xvi) such other documents, governmental certificates and agreements as the Administrative Agent or any Lender may reasonably request.

Documentation. The Administrative Agent shall have received the following following, duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender: (ia) this Agreement, a Note payable ; (b) new Tranche A Notes for Lenders that have requested them and are increasing their respective Tranche A Commitments pursuant hereto and new Tranche A Notes for the New Lenders that have requested them; (c) supplements to Mortgages or such other Security Instruments in form and substance acceptable to the order of each Lender Administrative Agent and granting an Acceptable Security Interest in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of acquired pursuant to the other Loan Documents, and all attached exhibits and schedulesTamarack Acquisition (as defined below); (iid) amendments to Mortgages in form and substance acceptable to the Administrative Agent which the Administrative Agent deems necessary in light of the increase in the aggregate Commitments effected hereby; (e) a favorable opinion Guaranty and supplement to the Security Agreement executed by MGOM in form and substance acceptable to the Administrative Agent and a supplement to the Pledge Agreement executed by the Parent evidencing the pledge of the Borrower’s, its SubsidiariesEquity Interests of MGOM in form and substance acceptable to the Administrative Agent; (f) an amendment to the Fee Letter as agreed to between the Borrowers and the Administrative Agent; (g) favorable opinions of the Borrowers’ and the Guarantors’ counsel dated as of the date of this Agreement in form and substantially in substance satisfactory to the form of the attached Exhibit K Administrative Agent and covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iiih) copies, certified as of the date of this Agreement by a Responsible Officer of the each Borrower of (Ai) the resolutions of the Board board of Directors directors of such Borrower authorizing this Amendment and the Borrower approving increase in the Loan Documents to which the Borrower is a partyaggregate Tranche A Commitments, (Bii) the certificate of incorporation of the Borrower, (C) and the bylaws of the Borrower such Borrower, and (Diii) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the NoteNotes, and the other Loan Documents; (ivi) certificates of a Responsible Officer of the each Borrower certifying the names and true signatures of the officers of the such Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the such Borrower is a party; (vj) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor and MGOM of (Ai) the resolutions of the Board board of Directors directors or managers (or other applicable governing body) of such Person approving this Agreement and the Other Documents to which such Person is a party, (ii) the articles or certificate (as applicable) of incorporation (or organization) and bylaws or other governing documents of such Person, and (iii) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty, the Security Instruments, and the other Loan Documents to which such Person is a party; (k) a certificate of the secretary or an assistant secretary of each Guarantor approving and MGOM certifying the names and true signatures of officers of such Person authorized to sign this Agreement and the Loan Documents to which it such Guarantor is a party,; (l) a certificate dated as of the Effective Date from a Responsible Officer of each Borrower on behalf of such Borrower stating that (i) all representations and warranties of such Borrower set forth in the Credit Agreement are true and correct in all material respects as of the Effective Date as if made on the Effective Date other than such representations and warranties that speak of a certain earlier date, which representations and warranties are true and correct as of such earlier date; (ii) no Default has occurred and is continuing; and (iii) the conditions in this Section 6.01 have been met; (m) certificates of good standing and existence for the Borrowers and each Guarantor in each state in which each such Person is organized, which certificate shall be dated a date not sooner than 30 days prior to Effective Date; (n) executed copies, certified by an authorized officer of the Borrower, of (i) the Membership Interest Purchase Agreement by and between Hydro Gulf of Mexico, Inc. and the Parent executed December 23, 2007 related to the MGOM Purchase together with all amendments, modifications, or waivers thereto in effect on the Effective Date (collectively, the “MGOM Agreement”) and (ii) the Asset Purchase and Sale Agreement, dated as of December 28, 2007, between Tamarack Petroleum Company, Inc., on its own behalf and as agent and attorney-in-fact for the persons identified therein, as sellers, and the Parent, as buyer (the “Tamarack Acquisition”), together with all amendments, modifications, or waivers thereto in effect on the Effective Date; and (o) such other documents, governmental certificates, agreements and lien searches as the Administrative Agent, any Lender or any New Lender may reasonably request.

Documentation. The Administrative Agent shall have received the following duly executed by all the parties thereto, in form and substance satisfactory Company has made available to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender: Komag (i) this Agreement, a Note payable to the order correct and complete copies of all documents embodying each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, Employee Plan and each Employee Agreement including all amendments thereto and copies of the other Loan Documents, all forms of agreement and all attached exhibits and schedules; enrollment used therewith; (ii) a favorable opinion of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvalsmost recent annual actuarial valuations, if any, prepared for each Employee Plan; (iii) the most recent summary plan description, together with the most recent summary of material modifications, if any, required under ERISA with respect to this Agreementeach Employee Plan, the Note, and the other Loan Documents; (iv) certificates all IRS determination letters and rulings relating to Employee Plans and copies of a Responsible Officer all applications and correspondence to or from the IRS or the Department of the Borrower certifying the names and true signatures of the officers of the Borrower authorized Labor ("DOL") with respect to sign this Agreementany Employee Plan, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copiesall communications material to any Employee or Employees relating to any Employee Plan and any proposed Employee Plans, certified as in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; and (vi) each ------------------------------------------ "[***]" INDICATES REDACTED INFORMATION FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ------------------------------------------ Employee Plan intended to qualify under Section 401(a) of the date Code and each trust intended to qualify under Section 501(a) of this Agreement the Code that has either received a favorable determination, opinion, notification or advisory letter from the IRS with respect to each such Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a Responsible Officer period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the secretary or an assistant secretary qualified status of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,Employee Plan.

Documentation. The Administrative Agent shall have received the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 80% (by value) substantially all of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties (other than the ▇▇▇▇▇▇▇ Shale Properties but including the Oil and Gas Properties to be acquired under the WO Energy Acquisition) in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules; (ii) a favorable opinion of the Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iii) copies, certified as of the date of this Agreement by a Responsible Officer of the Borrower of (A) the resolutions of the Board of Directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of incorporation of the Borrower, (C) the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents; (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party,, (B) the articles or certificate (as applicable) of incorporation (or organization) and bylaws of such Guarantor, and (C) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty, the Security Instruments, and the other Loan Documents to which such Guarantor is a party; (vi) a certificate of the secretary or an assistant secretary of each Guarantor certifying the names and true signatures of officers of such Guarantor authorized to sign the Guaranty, Security Instruments and the other Loan Documents to which such Guarantor is a party; (vii) a certificate dated as of the date of this Agreement from the Responsible Officer of the Borrower stating that the conditions in this Section 3.01 have been met; (viii) delivery by Borrower of evidence satisfactory to the Administrative Agent that, on or prior to the date hereof, a cash infusion of not less than $25,000,000 in the aggregate has been made to the Borrower in the form of common equity, subordinated debt (including the funds made available under the Subordinated Credit Agreement) or other types of capital acceptable to the Administrative Agent; (ix) appropriate UCC-1 and UCC-3, as applicable, Financing Statements covering the Collateral for filing with the appropriate authorities and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Collateral; (x) stock certificates required in connection with the Pledge Agreements and stock powers executed in blank for each such stock certificate; (xi) insurance certificates naming the Collateral Trustee loss payee or additional insured, as applicable, and evidencing insurance which meets the requirements of this Agreement and the Security Instruments, and which is otherwise satisfactory to the Administrative Agent; (xii) the initial Independent Engineer’s Report dated effective as of a date acceptable to the Administrative Agent; (xiii) the Collateral Trust and Intercreditor Agreement; (xiv) copies, certified by a Responsible Officer of the Borrower, of all of the WO Energy Acquisition Instruments, together with all amendments, modifications or waivers thereto in effect on the effective date of this Agreement; (xv) such other documents, governmental certificates, agreements and lien searches as the Administrative Agent or any Lender may reasonably request.