Common use of Exiting Lender Clause in Contracts

Exiting Lender. The lender executing below (the “Exiting Lender”) is a “Lender” under the Existing Credit Agreement that is not continuing as a lender under the Second Amended and Restated Credit Agreement to which this signature page is attached (the “Amended Credit Agreement”). Simultaneously with the Closing Date of the Amended Credit Agreement, the Exiting Lender shall cease to be a “Lender” under the Existing Credit Agreement, and shall have no further liabilities or obligations thereunder; provided that, notwithstanding anything else provided herein or otherwise, any rights of the Exiting Lender under the Loan Documents (as defined in the Existing Credit Agreement) that are intended by their express terms to survive termination of the Commitments (as defined in the Existing Credit Agreement) and/or the repayment, satisfaction or discharge of obligations under any such Loan Document shall survive for the Exiting Lender. Furthermore, the Exiting Lender shall not be a “Lender” under the Amended Credit Agreement and shall not have any liabilities or obligations under the Amended Credit Agreement. To the extent required under the Existing Credit Agreement, the Exiting Lender consents to the amendment of the Existing Credit Agreement and the “Loan Documents” (as defined in the Existing Credit Agreement). Upon the Closing Date, the Borrower shall pay all outstanding amounts due or accrued and unpaid to the Exiting Lender under the Existing Credit Agreement and the other “Loan Documents” (as defined in the Existing Credit Agreement), including all principal, accrued and unpaid interest and fees. The undersigned Exiting Lxxxxx has duly executed this Agreement for the limited purpose of acknowledging and agreeing to the terms set forth above under “Exiting Lender”:

Exiting Lender. The lender executing below (the “Exiting Lender”) is a “Lender” under the Existing Revolving Credit Agreement that is not continuing as a lender under the Second Fifth Amended and Restated Credit Agreement to which this signature page is attached (the “Amended Credit Agreement”). Simultaneously with the Closing Date effective date and time of the Amended Credit AgreementAgreement (the “Effective Date”), the Exiting Lender shall cease to be a “Lender” under the Existing Revolving Credit Agreement, and shall have no further liabilities or obligations thereunder; provided that, notwithstanding anything else provided herein or otherwise, any rights of the Exiting Lender under the “Loan Documents Documents” (as defined in the Existing Revolving Credit Agreement) that are intended by their express terms to survive termination of the Commitments (as defined in the Existing Revolving Credit Agreement) and/or the repayment, satisfaction or discharge of obligations under any such “Loan Document Document” shall survive for the Exiting Lender. Furthermore, the Exiting Lender shall not be a “Lender” under the Amended Credit Agreement and shall not have any liabilities or obligations under the Amended Credit Agreement. To the extent required under the Existing Revolving Credit Agreement, the Exiting Lender consents to the amendment of the Existing Revolving Credit Agreement and the “Loan Documents” (as defined in the Existing Revolving Credit Agreement). Upon the Closing Effective Date, the Borrower shall pay all outstanding amounts due or accrued and unpaid to the Exiting Lender under the Existing Revolving Credit Agreement and the other “Loan Documents” (as defined in the Existing Revolving Credit Agreement), including all principal, accrued and unpaid interest and fees, and any amounts under Section 3.4 of the Existing Revolving Credit Agreement. The undersigned Exiting Lxxxxx Lender has duly executed this Agreement for the limited purpose of acknowledging and agreeing to the terms set forth above under “Exiting Lender”:: EXITING LENDER: PNC BANK, NATIONAL ASSOCIATION, as an Exiting LenderBy: /s/ Xxxxxxxx Xxxxxx GradyName: Xxxxxxxx Xxxxxx GradyTitle: Vice President Ramco Gateway LLC, a Delaware limited liability company Ramco Parkway LLC, a Delaware limited liability company Ramco Centennial Shops LLC, a Delaware limited liability company Crofton 450 LLC, a Delaware limited liability company Ramco Xxxxxxx Place LLC, a Delaware limited liability company Market Plaza 450 LLC, a Delaware limited liability company Ramco Jacksonville LLC, a Delaware limited liability company

Exiting Lender. On the Effective Date, The lender executing below Huntington National Bank, (the “Exiting Lender”) is a “Lender” under the Existing Credit Agreement that is not continuing as a lender under the Second Amended and Restated Credit Agreement to which this signature page is attached (the “Amended Credit Agreement”). Simultaneously with the Closing Date of the Amended Credit Agreement, the Exiting Lender shall cease to be a “Lender” under the Existing Credit AgreementLender under, and shall have no further liabilities or obligations thereunder; provided thata party to, notwithstanding anything else provided herein or otherwise, any rights of the Exiting Lender under the Loan Documents (as defined in the Existing Credit Agreement) that are intended by their express terms to survive termination of the Commitments (as defined in the Existing Credit Agreement) and/or the repayment, satisfaction or discharge of obligations under any such Loan Document shall survive for the Exiting Lender. Furthermore, the Exiting Lender shall not be a “Lender” under the Amended Credit Agreement and shall not have any liabilities or obligations under the Amended Credit Agreement. To the extent required under the Existing Credit Agreement, the Exiting Lender consents to the amendment of the Existing Credit Agreement and the “other Loan Documents” (as defined in . As a condition to the Existing Credit Agreement). Upon the Closing Dateeffectiveness of this Amendment, the Borrower shall pay to the Agent for the account of Exiting Lender all outstanding interest, fees and other amounts due or accrued and unpaid to the Exiting Lender under the Existing Credit Loan Agreement and the other “Loan Documents (it being understood that the outstanding principal balance of the Term Loans payable to Exiting Lender on the Effective Date shall be paid by the Advances made by certain of the Lenders pursuant to Section 3(a) of this Amendment as a part of the reallocation of Term Loans contemplated thereby), and the Agent shall remit such amounts to Exiting Lender on the Effective Date. Bxxxxxxx, Guarantor, Agent and Lenders hereby consent to the making of all such payments to Exiting Lender as contemplated in Section 3(a) above and this Section 3(c). Upon the making of such payments to Exiting Lender, except for those terms, conditions, and provisions, which by their express terms survive the termination of any Lender’s obligations under the Loan Documents (including, without limitation, any applicable indemnification or reimbursement provisions), Exiting Lender shall have no further rights, duties or obligations with respect to or under the Loan Documents” (as defined in . Exiting Lender that has been issued a Note pursuant to the Existing Credit Agreement)Loan Agreement will, including all principalpromptly after the Effective Date, accrued and unpaid interest and fees. The undersigned Exiting Lxxxxx has duly executed this Agreement for the limited purpose of acknowledging and agreeing return to the terms set forth above under Borrower such Note, marked “Exiting LenderCancelled”:.

Exiting Lender. The lender (a) Each Person executing below (this Agreement under the heading “Exiting Lender”) is a “Lender” under on the Existing Credit Agreement that is not continuing signature pages hereto, in its capacity as a lender under the Second Amended and Restated Credit Agreement to which this signature page is attached (the each, an “Amended Credit AgreementExiting Lender”). Simultaneously with , is signing this Agreement for the Closing Date purposes of amending the Amended Credit Agreement, the Exiting Lender shall cease to be a “Lender” Agreement as contemplated by Section 3 and assigning its loans and commitments under the Existing Credit Agreement, and shall have no further liabilities Agreement on the Effective Date to one or obligations thereunder; provided that, notwithstanding anything else provided herein or otherwise, any rights of the Exiting Lender under the Loan Documents (as defined in the Existing Credit Agreement) that are intended by their express terms to survive termination of the Commitments (as defined in the Existing Credit Agreement) and/or the repayment, satisfaction or discharge of obligations under any such Loan Document shall survive for the Exiting Lender. Furthermore, the Exiting Lender shall not be a “Lender” more Lenders under the Amended Credit Agreement as set forth in Sections 1 and 2. Upon giving effect to this Amendment, no Exiting Lender shall not have any liabilities rights, obligations or obligations duties as a Lender under the Amended Credit Agreement. To Agreement or any other Loan Document, except for any right, obligation or duty which by the extent required under the Existing Credit Agreement, the Exiting Lender consents to the amendment express terms of the Existing Credit Agreement or any other Loan Document would survive termination of the Credit Agreement or such other Loan Document and the “Loan Documents” (as defined in the Existing Credit Agreement). Upon the Closing Date, the Borrower shall pay all outstanding amounts due have no obligations or accrued and unpaid liabilities to the any Exiting Lender under the Existing Amended Credit Agreement or any other Loan Document, except for obligations or liabilities which by the express terms of the Credit Agreement or any other Loan Document would survive termination of the Credit Agreement or such other Loan Document. (b) The Borrower shall pay to each Exiting Lender all outstanding obligations with respect to the Loans and Commitments owing to such Exiting Lender in connection with the Credit Agreement and the other “Loan Documents” (Documents substantially contemporaneously with the Effective Date. At the expense of the Borrower, each Exiting Lender shall take such further action and execute such other documents as defined in may be necessary to effectuate the purposes of this Section 7; provided that the Borrower shall not be responsible for paying any fee incurred under Section 11.06(b)(iv) of the Credit Agreement on behalf of any Existing Credit Agreement), including all principal, accrued and unpaid interest and feesLender. The undersigned Exiting Lxxxxx CHAR1\1886785v7 Each of the parties hereto has caused a counterpart of this Fifth Amendment to be duly executed this Agreement for and delivered as of the date first above written. BORROWER: SP PLUS CORPORATION, a Delaware corporation By: /s/ KXXXXXXXXX X. XXX Name: Kxxxxxxxxx X. Xxx Title: Chief Financial Officer and Treasurer GUARANTORS: ATLANTA PROVISIONS, LLC, a Florida limited purpose of acknowledging liability company AXXXXX XXXXXXXXX TRANSFER, LLC, a Florida limited liability company BAGGAGE AIRLINE GUEST SERVICES, INC., a Florida corporation BAGS FOR CRUISES, LLC, a Florida limited liability company BAGS OF FLORIDA, LLC, a Florida limited liability company BAGS OF GEORGIA, LLC, a Florida limited liability company BAGS OF NEVADA, LLC, a Nevada limited liability company BAGS PARKING SERVICES LLC, a Florida limited liability company BALTIMORE DISTRIBUTION, LLC, a Florida limited liability company CCM INVESTMENTS GROUP, LLC, a Delaware limited liability company CENTRAL PARKING CORPORATION, a Tennessee corporation CENTRAL PARKING SYSTEM OF CONNECTICUT, INC., a Tennessee corporation CENTRAL PARKING SYSTEM OF GEORGIA, INC., a Tennessee corporation CENTRAL PARKING SYSTEM OF MARYLAND, INC., a Tennessee corporation By: /s/ KXXXXXXXXX X. XXX Name: Kxxxxxxxxx X. Xxx Title: Vice President, Chief Financial Officer and agreeing to the terms set forth above under “Exiting Treasurer [Signature Pages Continue] CHAR1\1886785v7 CENTRAL PARKING SYSTEM OF NEW YORK, INC., a Tennessee corporation CENTRAL PARKING SYSTEM OF PUERTO RICO, INC., a Tennessee corporation CENTRAL PARKING SYSTEM OF WASHINGTON, INC., a Tennessee corporation CENTRAL PARKING SYSTEM REALTY OF NEW YORK, INC., A TENNESSEE CORPORATION CENTRAL PARKING SYSTEM, INC., a Tennessee corporation CERTIFIED AUTO RETRIEVAL SERVICE, INC., a Florida corporation CITY NIGHTS VALET, INC., a Florida corporation CITY SIDE SERVICES, LLC, a Delaware limited liability company COLORADO SPRINGS SERVICES, LLC, a Florida limited liability company CPC PROPCO, LLC, a Delaware limited liability company DALLAS LOVE SUPPLIES, LLC, a Florida limited liability company DC PROVISIONS, LLC, a Florida limited liability company DENVER SERVICES, LLC, a Florida limited liability company DULLES SERVICES, LLC, a Florida limited liability company EXXXXX PROVISIONS, LLC, a Florida limited liability company HOME SERV DELIVERY, LLC, a Florida limited liability company HOSPITALITY CCGS HOLDINGS, LLC, a Delaware limited liability company By: /s/ KXXXXXXXXX X. XXX Name: Kxxxxxxxxx X. Xxx Title: Vice President, Chief Financial Officer and Treasurer [Signature Pages Continue] CHAR1\1886785v7 KCPC HOLDINGS, INC., a Delaware corporation KXXXXX SYSTEM, INC., a Delaware corporation LUGGAGE LOGISTICS & PROCUREMENT, LLC, A FLORIDA LIMITED LIABILITY COMPANY LUGGAGE SERVICES AND LOGISTICS, LLC, a Delaware limited liability company MAPLE LEAF LOGISTICS, LLC, a Florida limited liability company MXXXXXX LEASING, LLC, a Florida limited liability company MXXXXXX TRUCKING LLC, a Delaware limited liability company MIAMI DADE CONVEYANCE, LLC, a Florida limited liability company MINNEAPOLIS TRANSFER, LLC, a Florida limited liability company NXXXXXX.XXX, LLC, a Pennsylvania limited liability company NEWARK DISTRIBUTIONS, LLC, a Florida limited liability company ORLANDO DTTS, LLC, a Florida limited liability company PACIFIC BAGS, LLC, a Florida limited liability company PORTLAND PROVISIONS, LLC, a Florida limited liability company REMOTE CHECK-IN, LLC, a Delaware limited liability company RSF SECURE, LLC, a Delaware limited liability company By: /s/ KXXXXXXXXX X. XXX Name: Kxxxxxxxxx X. Xxx Title: Vice President, Chief Financial Officer and Treasurer [Signature Pages Continue] CHAR1\1886785v7 RSF STAFF, LLC, a Delaware limited liability company RYNN’S LUGGAGE OF TEXAS, INC., a Texas corporation RYNN'S LUGGAGE CORPORATION, a Pennsylvania corporation SALT LAKE CITY TRANSFER, LLC, a Florida limited liability company SORT, LLC, a Florida limited liability company STANDARD AUTO PARK, INC., an Illinois corporation STANDARD PARKING CORPORATION IL, a Delaware corporation TAMPA CONVEYANCE, LLC, a Florida limited liability company TROS DTTS, LLC, a Florida limited liability company TRUK, LLC, a Delaware limited liability company, TUCSON PROVISIONS, LLC a Florida limited liability company, TUGS, LLC a Florida limited liability company, USA PARKING SYSTEM, INC., a Tennessee corporation VOYAGER MERCHANDISING, LLC, a Delaware limited liability company ZWB HOLDINGS, INC., a Florida corporation By: /s/ KXXXXXXXXX X. XXX Name: Kxxxxxxxxx X. Xxx Title: Vice President, Chief Financial Officer and Treasurer APCOA LASALLE PARKING COMPANY, LLC, a Louisiana limited liability company By: SP Plus Corporation Its: Manager and Member By:___ /s/ KXXXXXXXXX X. ROY___________ Name: Kxxxxxxxxx X. Xxx Title: Chief Financial Officer and Treasurer CHAR1\1886785v7 ADMINISTRATIVE AGENT: BANK OF AMERICA, N.A., as Administrative Agent By: /s/ Kxxx X. Xxxxxxx Name: Kxxx X. Xxxxxxx Title: Vice President CHAR1\1886785v7 LENDERS: BANK OF AMERICA, N.A., as a Lender”:, L/C Issuer and Swingline Lender By: /s/ Dxxxxx Xxxxxx Name: Dxxxxx Xxxxxx Title: Vice President CHAR1\1886785v7 WXXXX FARGO BANK, NATIONAL ASSOCIATION By: /s/ Pxx Xxxxxxxx Name: Pxx Xxxxxxxx Title: Senior Vice President CHAR1\1886785v7 BMO HXXXXX BANK N.A. By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: Director CHAR1\1886785v7 JPMORGAN CHASE BANK, N.A. By: /s/ Cxxxxxxxxxx X. Xxxxx Name: Cxxxxxxxxxx X. Xxxxx Title: Executive Director CHAR1\1886785v7 KEYBANK NATIONAL ASSOCIATION By: /s/ Axxxxx Xxxxxxxxx Name: Axxxxx Xxxxxxxxx Title: Vice President CHAR1\1886785v7 U.S. BANK NATIONAL ASSOCIATION By: /s/ Kxxxx X. Xxxxx Name: Kxxxx X. Xxxxx Title: Senior Vice President [Signature Pages Continue] CHAR1\1886785v7 ASSOCIATED BANK, N.A. By: /s/ Cxxxx Xxxxxxxx Name: Cxxxx Xxxxxxxx Title: Senior Vice President CHAR1\1886785v7 PNC BANK, NATIONAL ASSOCIATION By: /s/ Dxxxx Xxxxxxxxxx Name: Dxxxx Xxxxxxxxxx Title: Assistant Vice President CHAR1\1886785v7 FIRST HAWAIIAN BANK By: /s/ Dxxxx Xxxxx Name: Dxxxx Xxxxx Title: Senior Vice President CHAR1\1886785v7 EXITING LENDER: CIBC BANK USA By: /s/ Lxxxxx Xxxxxxx Name: Lxxxxx Xxxxxxx Title: Officer CHAR1\1886785v7 CHAR1\1886785v7 SP Plus Corporation 200 X. Xxxxxxxx Street Suite 7700 Chicago, IL 60601 Attention: Kxxxxxxxxx X. Xxx, Chief Financial Officer and Treasurer Telephone: 300-000-0000 Electronic Mail: kxxx@xxxxxx.xxx

Exiting Lender. The lender executing below (the “Exiting Lender”) is a “Lender” under the Existing Credit Agreement that is not continuing as a lender under the Second Amended and Restated Credit Agreement to which this signature page is attached (the “Amended Credit Agreement”). Simultaneously with the Closing Date of the Amended Credit Agreement, the Exiting Lender shall cease to be a “Lender” under the Existing Credit Agreement, and shall have no further liabilities or obligations thereunder; provided that, notwithstanding anything else provided herein or otherwise, any rights of the Exiting Lender under the Loan Documents (as defined in the Existing Credit Agreement) that are intended by their express terms to survive termination of the Commitments (as defined in the Existing Credit Agreement) and/or the repayment, satisfaction or discharge of obligations under any such Loan Document shall survive for the Exiting Lender. Furthermore, the Exiting Lender shall not be a “Lender” under the Amended Credit Agreement and shall not have any liabilities or obligations under the Amended Credit Agreement. To the extent required under the Existing Credit Agreement, the Exiting Lender consents to the amendment of the Existing Credit Agreement and the “Loan Documents” (as defined in the Existing Credit Agreement). Upon the Closing Date, the Borrower shall pay all outstanding amounts due or accrued and unpaid to the Exiting Lender under the Existing Credit Agreement and the other “Loan Documents” (as defined in the Existing Credit Agreement), including all principal, accrued and unpaid interest and fees. The undersigned Exiting Lxxxxx Lender has duly executed this Agreement for the limited purpose of acknowledging and agreeing to the terms set forth above under “Exiting Lender”:

Exiting Lender. The lender executing below UBS Loan Finance LLC, as a “Lender” under the Prior Agreement (the “Exiting Lender”) is a “Lender” under the Existing Credit Agreement that is not continuing as a lender under the Second Amended ), hereby sells, assigns, transfers and Restated Credit Agreement conveys to which this signature page is attached UBS AG, Stamford Branch (the “Amended Credit AgreementNew Lender”). Simultaneously with , and the Closing Date New Lender hereby purchases and accepts, all of the Amended Credit commitments and loans of the Exiting Lender under the Prior Agreement such that, after giving effect to this Agreement, (a) the Exiting Lender shall (i) be paid in full for all amounts owing to the Exiting Lender under the Prior Agreement, (ii) cease to be a “Lender” under the Existing Credit Agreement, and shall have no further liabilities or obligations thereunder; provided that, notwithstanding anything else provided herein or otherwise, any rights of the Exiting Lender under the Loan Documents (as defined in the Existing Credit Agreement) that are intended by their express terms to survive termination of the Commitments (as defined in the Existing Credit Agreement) and/or the repayment, satisfaction or discharge of obligations under any such Loan Document shall survive for the Exiting Lender. Furthermore, the Exiting Lender shall not be a “Lender” under the Amended Credit Agreement and shall not have any liabilities or obligations under the Amended Credit Agreement. To the extent required under the Existing Credit Agreement, the Exiting Lender consents to the amendment of the Existing Credit Prior Agreement and the “Loan Documents” as defined therein and (iii) relinquish its rights (provided that it shall still be entitled to any rights of indemnification in respect of any circumstance, event or condition arising prior to the Effective Date) and be released from its obligations under the Prior Agreement and the “Loan Documents” as defined therein and (b) the Maximum Credit Amount of the New Lender shall be as set forth on Annex I hereto. The foregoing assignment, transfer and conveyance are without recourse to the Exiting Lender and without any warranties whatsoever by the Administrative Agent, the Issuing Bank or the Exiting Lender as to title, enforceability, collectability, documentation or freedom from liens or encumbrances, in whole or in part, other than the warranty of the Exiting Lender that it has not previously sold, transferred, conveyed or encumbered such interests. The New Lender and the Administrative Agent shall make all appropriate adjustments in payments under the Prior Agreement for periods prior to the adjustment date among themselves. The Exiting Lender is executing this Agreement for the sole purpose of evidencing its agreement to this Section 12.18 only and for no other purpose. The parties hereto have caused this Agreement to be duly executed as of the day and year first above written. MAGNUM HUNTER RESOURCES CORPORATION, a Delaware corporation By: /s/ Jxxxxx X. Xxxxxx Jxxxxx X. Xxxxxx Chief Financial Officer BANK OF MONTREAL By: /s/ Gxxxxx Xxxxxxxx Gxxxxx Xxxxxxxx Director CAPITAL ONE, NATIONAL ASSOCIATION By: /s/ Kxxxxxx X. Xxxxxx Name: Kxxxxxx X. Xxxxxx Title: Vice President CITIBANK, N.A. By: /s/ Exxxx Xxxxx Name: Exxxx Xxxxx Title: Vice President DEUTSCHE BANK TRUST COMPANY AMERICAS By: /s/ Mxxxxxx Xxxx Name: Mxxxxxx Xxxx Title: Vice President By: /s/ Dxxxx Xxxxxxx Name: Dxxxx Xxxxxxx Title: Director ROYAL BANK OF CANADA By: /s/ Kxxxxxx Xxxxxx Name: Kxxxxxx Xxxxxx Title: Authorized Signatory UBS AG, STAMFORD BRANCH By: /s/ Lxxx Xxxxx Name: Lxxx Xxxxx Title: Director By: /s/ Jxxxxxxx Xxxxxxxx Name: Jxxxxxxx Xxxxxxxx Title: Associate Director ABN AMRO CAPITAL USA LLC By: /s/ Dxxxxxx Xxxxxx Name: Dxxxxxx Xxxxxx Title: Managing Director By: /s/ Cxxxx Xxxxxx Name: Cxxxx Xxxxxx Title: Executive Director BANK OF AMERICA, N.A. By: /s/ Axxx X. Xxx Name: Axxx X. Xxx Title: Director KEYBANK NATIONAL ASSOCIATION By: /s/ Sxxxxxx X. Xxxxxx Name: Sxxxxxx X. Xxxxxx Title: Senior Vice President SUNTRUST BANK By: /s/ Sxxxxxx Xxxxx Name: Sxxxxxx Xxxxx Title: Vice President AMEGY BANK NATIONAL ASSOCIATION By: /s/ Mxxx X. Xxxxxx Name: Mxxx X. Xxxxxx Title: Senior Vice President CREDIT SUISSE AG, Cayman Islands Branch By: /s/ Cxxxxxxxxxx Xxx Name: Cxxxxxxxxxx Xxx Title: Authorized Signatory By: /s/ Jxxx-Xxxx Vauclair Name: Jxxx-Xxxx Vauclair Title: Authorized Signatory GXXXXXX SXXXX BANK USA By: /s/ Axxxxx Xxxxxxxxxxx Name: Axxxxx Xxxxxxxxxxx Title: Authorized Signatory UBS LOAN FINANCE LLC By: /s/ Lxxx Xxxxx Name: Lxxx Xxxxx Title: Director By: /s/ Jxxxxxxx Xxxxxxxx Name: Jxxxxxxx Xxxxxxxx Title: Associate Director Bank of Montreal 11.500% $86,250,000 Capital One, N.A. 10.000% $75,000,000 Citibank, N.A. 8.250% $61,875,000 Deutsche Bank Trust Company Americas 8.250% $61,875,000 Gxxxxxx Sachs Bank USA 8.250% $61,875,000 Royal Bank of Canada 8.250% $61,875,000 UBS AG, Stamford Branch 8.250% $61,875,000 ABN AMRO Capital USA LLC 7.250% $54,375,000 Bank of America, N.A. 7.250% $54,375,000 KeyBank National Association 7.250% $54,375,000 SunTrust Bank 7.250% $54,375,000 Credit Suisse AG 5.500% $41,250,000 Amegy Bank National Association 2.750% $20,625,000 $[_________] _____________, 201_ FOR VALUE RECEIVED, MAGNUM HUNTER RESOURCES CORPORATION, a Delaware corporation (the “Borrower”), hereby promises to pay [_________________] (the “Lender”), the lesser of (i) [_______________] DOLLARS ($[____________]) and (ii) the aggregate unpaid Loans made by the Lender pursuant to the Credit Agreement, as hereinafter defined), in lawful money of the United States of America and in immediately available funds, on the dates and in the principal amounts provided in the Credit Agreement referred to below, on the dates and in the amounts set forth in the Credit Agreement. All capitalized terms used herein and not otherwise defined that are defined in the Credit Agreement have the meanings as defined in the Existing Credit Agreement. The Borrower promises to pay interest on the unpaid principal amount of this Note outstanding from time to time from the date hereof until such principal amount is paid in full, at the place and at such interest rates as are specified in the Credit Agreement. This Note is one of the Notes referred to in, and the Note and all provisions herein are entitled to the benefits and are subject to the terms of, the Third Amended and Restated Credit Agreement, dated as of December 13, 2013, among the Borrower, Bank of Montreal, as Administrative Agent, and the lenders signatory thereto (including the Lender) (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). This Note amends and restates in their entirety those certain promissory notes executed in connection with the Prior Agreement and payable to the Lender. The obligations of the Borrower hereunder are secured by the Security Instruments (subject to the limitations contained in the Security Instruments and the Credit Agreement). Upon The Credit Agreement, among other things, (a) provides for the Closing Datemaking of advances by the Lender and other Lenders to the Borrower from time to time, and (b) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events, for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified, and for limitations on the amount of interest paid such that no provision of the Credit Agreement or this Note shall require the payment or permit the collection of interest in excess of the Highest Lawful Rate. The Borrower waives grace, demand, presentment for payment, notice of dishonor or default, notice of intent to accelerate or acceleration, protest and notice of protest and diligence in collecting and bringing of suit against any party hereto. This Note shall be governed by and construed under the laws of the State of New York and the applicable laws of the United States of America. MAGNUM HUNTER RESOURCES CORPORATION, a Delaware corporation By: Name: Title: EXHIBIT B [______________], 201[_] Magnum Hunter Resources Corporation, a Delaware corporation (the “Borrower”), pursuant to Section 2.03 of the Third Amended and Restated Credit Agreement dated as of December 13, 2013 (together with all amendments, restatements, supplements or other modifications thereto, the Borrower shall pay all outstanding amounts due or accrued and unpaid to “Credit Agreement”), among the Exiting Lender under the Existing Credit Agreement Borrower, Bank of Montreal, as Administrative Agent and the other lenders (the “Loan Documents” Lenders”) which are or become parties thereto (as unless otherwise defined herein, each capitalized term used herein is defined in the Existing Credit Agreement), including all principalhereby requests a Borrowing as follows: (i) Aggregate amount of the requested Borrowing is $[____________]; (ii) Date of such Borrowing is [____________], accrued 201[_]; (iii) Requested Borrowing is to be [an ABR Borrowing] [a Eurodollar Borrowing]; (iv) In the case of a Eurodollar Borrowing, the initial Interest Period applicable thereto is [____________]; (v) Amount of Borrowing Base in effect on the date hereof is $[____________]; (vi) Total Credit Exposures on the date hereof (i.e., outstanding principal amount of Loans and unpaid interest and fees. The undersigned Exiting Lxxxxx has duly executed this Agreement for the limited purpose of acknowledging and agreeing to the terms set forth above under “Exiting Lender”:total LC Exposure) is $[____________];