Common use of I T A L S Clause in Contracts

I T A L S. A. Pursuant to that certain Credit Agreement dated as of January 27, 2003, among St. Mary Land & Exploration Company, a Delaware corporation (hereinafter xxxxxx xhe "Borrower"), the Administrative Agent, and the lenders -------- party thereto (the "Existing Lenders") (such Credit Agreement, as amended and ---------------- supplemented, the "Existing Credit Agreement"), the Borrower received certain ------------------------- loans and extensions of credit under a revolving credit facility made available to the Borrower under the Existing Credit Agreement, up to the aggregate principal amount of $300,000,000. B. The Existing Lenders conditioned their obligations under the Existing Credit Agreement upon the execution and delivery by Guarantor of that certain Guaranty Agreement dated as of January 27, 2003 (the "Existing Guaranty ----------------- Agreement"). --------- C. The Borrower, the Administrative Agent, and the Lenders have amended and restated the Existing Credit Agreement by entering into that certain Amended and Restated Credit Agreement dated of even date herewith (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), ---------------- whereby, pursuant to which, the Lenders have agreed to make certain loans to and extend certain credit for the account of the Borrower subject to the limitations set forth in the Credit Agreement. The initial loans under the Credit Agreement have been used by the Borrower to renew, rearrange, modify and extend all amounts outstanding under the Existing Credit Agreement. D. The Administrative Agent and the Lenders have conditioned their obligations under the Credit Agreement upon the execution and delivery by Guarantor of this Amended and Restated Guaranty Agreement, and Guarantor has agreed to execute and deliver this Amended and Restated Guaranty Agreement.

I T A L S. A. Pursuant to that certain Credit Agreement dated as of January 27, 2003, among St. Mary Land & Exploration Company, a Delaware corporation (hereinafter xxxxxx xhe "Borrower"), the Administrative Agent, and the lenders -------- party thereto (the "Existing Lenders") (such Credit Agreement, as amended and ---------------- supplemented, the "Existing Credit Agreement"), the Borrower received certain ------------------------- loans and extensions of credit under a revolving credit facility made available to the Borrower under the Existing Credit Agreement, up to the aggregate principal amount of $300,000,000. B. The Existing Lenders conditioned their obligations under the Existing Credit Agreement upon the execution and delivery by Guarantor of that certain Guaranty Agreement dated as of January 27, 2003 (the "Existing Guaranty ----------------- Agreement"). --------- C. The Borrower, the Administrative Agent, the lenders and other agents party thereto (the “Existing Lenders”) entered into that certain Amended, Restated and Consolidated Revolving Credit Agreement dated as of December 7, 2018 (as amended to the date hereof, the “Existing Credit Agreement”) pursuant to which the Existing Lenders have amended provided certain loans to and restated extensions of credit to the Existing Borrower. B. Subject to the terms and conditions set forth herein, the parties hereto desire to (i) allow the Existing Borrower to assign to the Borrower its rights, duties, liabilities and obligations, including the “Secured Obligations” (as defined in the Existing Credit Agreement), as the “Borrower” under the Existing Credit Agreement and the Assigned Loan Documents (as defined below) to which it is a party and the Existing Borrower will immediately thereafter be released of its obligations thereunder and hereunder, (ii) have the “Secured Obligations” (as such term is defined under the Existing Credit Agreement) renewed and rearranged under this Agreement as part of the Secured Obligations (as defined herein) set forth herein, (iii) have the Secured Obligations (as defined herein) be secured by entering into that certain Amended the liens and Restated security interests securing the “Secured Obligations” (as such term is defined in the Existing Credit Agreement) unless such liens and security interests have otherwise been terminated in accordance with the provisions of Section 12.21 hereof, and (iv) amend and restate the Existing Credit Agreement dated in its entirety in the form of even date herewith (as amended, supplemented or otherwise modified this Agreement. X. Xxxxxxxx has requested that the Lenders provide certain loans and extensions of credit from time to time, time on behalf of the "Credit Agreement"), ---------------- whereby, pursuant to which, the Borrower. D. The Lenders have agreed to make certain such loans to and extend certain extensions of credit for the account of the Borrower subject to the limitations set forth in terms and conditions of this Agreement. E. After giving effect to the Credit Agreement. The initial loans under amendment and restatement of the Existing Credit Agreement have been used by pursuant to the Borrower to renewterms hereof, rearrange, modify and extend all amounts outstanding the commitments of each Existing Lender under the Existing Credit AgreementAgreement will be replaced with the Commitments hereunder which will be as set forth on Annex I attached hereto. D. The Administrative Agent F. In consideration of the mutual covenants and agreements herein contained and of the Lenders have conditioned their obligations under loans, extensions of credit and commitments hereinafter referred to, the Credit Agreement upon the execution and delivery by Guarantor of this Amended and Restated Guaranty Agreement, and Guarantor has agreed to execute and deliver this Amended and Restated Guaranty Agreement.parties hereto agree as follows:

I T A L S. A. Pursuant The Borrower, the Lenders party thereto from time to time and the Administrative Agents are party to that certain Credit Agreement dated as of January 27September 8, 20032015 (as further amended, among St. Mary Land & Exploration Company, a Delaware corporation (hereinafter xxxxxx xhe "Borrower"), the Administrative Agent, and the lenders -------- party thereto (the "Existing Lenders") (such Credit Agreement, as amended and ---------------- supplemented, the "Existing Credit Agreement"), the Borrower received certain ------------------------- loans and extensions of credit under a revolving credit facility made available to the Borrower under the Existing Credit Agreement, up to the aggregate principal amount of $300,000,000. B. The Existing Lenders conditioned their obligations under the Existing Credit Agreement upon the execution and delivery by Guarantor of that certain Guaranty Agreement dated as of January 27, 2003 (the "Existing Guaranty ----------------- Agreement"). --------- C. The Borrower, the Administrative Agent, and the Lenders have amended and restated the Existing Credit Agreement by entering into that certain Amended and Restated Credit Agreement dated of even date herewith (as amendedrestated, supplemented or otherwise modified from time to timetime in accordance with the terms thereof, the "“Credit Agreement"”). B. The Borrower intends to restructure and recapitalize the equity ownership of Xxxxx Xxxxx, ---------------- whereby, Inc. pursuant to whichthe transactions and steps set forth in Schedule 1 hereto to facilitate the integration of the operations of Xxxxx Xxxxx, Inc. with the operations of the Borrower. In preparation for such restructuring and recapitalization, on or about December 31, 2015, Xxxxx Xxxxx Holdings, Inc. was merged with and into Xxxxx Xxxxx, Inc. (the “Xxxxx Xxxxx Merger”). C. Pursuant to Section 9.02 of the Credit Agreement, the Lenders have agreed to make certain loans to and extend certain credit for the account consent of the Borrower subject to Borrowers, the limitations set forth Administrative Agents and the Lenders who comprise at least the “Required Lenders” (as defined in the Credit Agreement. The initial loans under ) is required to effect this Amendment and the Credit Agreement have been used by the Borrower to renew, rearrange, modify amendments and extend all amounts outstanding under the Existing Credit Agreementwaiver set forth herein. D. The Subject to the terms and conditions set forth herein, each Person signing in the capacity of a “Term A Lender”, a “Revolving Lender” or a “Term B Lender” delivering an executed signature page to this Amendment to the applicable Administrative Agent Agent, in each case, at or prior to 12:00 p.m., New York City time, on June 30, 2016 (each such Person, or its successor or assigns, as applicable, a “Consenting Lender”) has consented to this Amendment and agreed to the Lenders have conditioned their obligations under the Credit Agreement amendments set forth in Section 2 below, which shall become effective upon the execution and delivery by Guarantor of this Amended and Restated Guaranty Agreement, and Guarantor First Amendment Effective Date (as defined below). X. Xxxxxxx Sachs Bank USA has agreed to execute act as lead arranger and deliver bookrunner in respect of the Term B Loans and JPMorgan Chase Bank, N.A. has agreed to as lead arranger and bookrunner in respect of the Term A Loans and the Revolving Commitments, in each case, in arranging this Amended and Restated Guaranty AgreementAmendment (the “First Amendment Arrangers”), which the Borrower acknowledges hereby.

I T A L S. A. Pursuant The Lenders have made certain financial accommodations to Pac-Van, Inc., an Indiana corporation (the "Borrower"), arising under and pursuant to that certain Credit Investment Agreement dated made and entered into as of January 27August 2, 20032006, among St. Mary Land & Exploration Companythe Borrower (as successor in interest to PVI Acquisition Corporation, an Indiana corporation), Mobile Office Acquisition Corp., a Delaware corporation (hereinafter xxxxxx xhe "BorrowerMOAC"), the Administrative Lenders from time to time party thereto and the Agent (as successor to Laminar Direct Capital L.P.) (as amended by the First Amendment to Investment Agreement and Waiver dated as of August 23, 2007 and the Second Amendment to Investment Agreement dated as of August 23, 2008, the "Original Investment Agreement") and as evidenced by the Notes. B. In connection with the transactions contemplated by the Original Investment Agreement, and as a condition precedent to the effectiveness of the Original Investment Agreement and the obligations of the Lenders to make financial accommodations, to the Borrower thereunder, the Lenders required that MOAC, which as of the date thereof was the sole shareholder of the Borrower, (i) execute and deliver to the Agent, and for the lenders -------- party thereto ratable benefit of the Lenders, that certain Continuing Unconditional Guaranty dated as of August 2, 2006 (the "Existing LendersOriginal Subdebt Parent Guaranty") and (such Credit Agreementii) enter into that certain Pledge Agreement dated as of August 2, as amended 2006, for the ratable benefit of the Lenders and ---------------- supplementedthe affiliates of the Lenders (collectively, the "Existing Credit AgreementAffiliates"), in order to secure the obligations and performance of MOAC under the Original Subdebt Parent Guaranty and of the Borrower received under the Original Investment Agreement and the Notes. C. Pursuant to the Parent Merger Agreement, MOAC has agreed to consummate a merger (the "Parent Merger") with the Assignor in which the Assignor will be the surviving corporation and as a result of which the Assignor shall (i) assume all of the obligations and liabilities of MOAC, including becoming a party to and assuming all of the obligations of MOAC under the Original Subdebt Parent Pledge Agreement and the other Loan Documents and (ii) acquire of the assets of MOAC, including all of the issued and outstanding Capital Stock of the Borrower. D. In connection with the transactions contemplated by the Parent Merger Agreement, (i) the parties to the Original Investment Agreement have agreed to amend and restate the Original Investment Agreement in the form of that certain ------------------------- loans Amended and extensions Restated Investment Agreement dated as of the date hereof by and among the Borrower, the Guarantor, the Lenders from time to time party thereto and the Agent (as from time to time amended, modified, extended, renewed, refinanced, or restated, the "Investment Agreement") and (ii) the Lenders have required the Assignor to amend and restate the Original Subdebt Parent Guaranty in the form of that certain Amended and Restated Continuing Unconditional Guaranty dated as of the date hereof (as from time to time amended, modified, extended, renewed, refinanced, or restated, the "Subdebt Parent Guaranty"). E. In connection with the transactions contemplated by the Parent Merger Agreement, and as a condition to the Agent's and the Lenders' consent to the Parent Merger, entering into the Investment Agreement and continued the extension of credit under a revolving credit facility made available by the Lenders to the Borrower under the Existing Credit AgreementInvestment Agreement and the Notes, up to the aggregate principal amount of $300,000,000. B. The Existing Lenders conditioned their require that the Assignor affirm its obligations under the Existing Credit Original Pledge Agreement upon to secure, for the execution ratable benefit of the Lenders and delivery by Guarantor of that certain Guaranty Agreement dated as of January 27, 2003 (the "Existing Guaranty ----------------- Agreement"). --------- C. The BorrowerAffiliates, the Administrative Agent, obligations and performance of the Lenders have amended Assignor under the Subdebt Parent Guaranty and restated the Existing Credit Agreement by entering into that certain Amended and Restated Credit Agreement dated of even date herewith (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), ---------------- whereby, pursuant to which, the Lenders have agreed to make certain loans to and extend certain credit for the account of the Borrower subject under the Investment Agreement and the Notes, and in connection therewith the parties wish to fully amend and restate the limitations set forth Original Subdebt Parent Pledge Agreement in the Credit Agreement. The initial loans under the Credit Agreement have been used by the Borrower to renew, rearrange, modify and extend all amounts outstanding under the Existing Credit form of this Pledge Agreement. D. The Administrative Agent F. This Pledge Agreement is given in replacement of and in substitution for the Lenders have conditioned their obligations under the Credit Agreement upon the execution and delivery by Guarantor of this Amended and Restated Guaranty Agreement, and Guarantor has agreed to execute and deliver this Amended and Restated Guaranty Original Subdebt Parent Pledge Agreement.

I T A L S. A. Pursuant to that certain Credit Agreement dated as of January 27The Borrowers, 2003Parent, among St. Mary Land & Exploration Company, a Delaware corporation (hereinafter xxxxxx xhe "Borrower")the Lenders, the Administrative Agent, Agent and the lenders -------- party thereto (the "Existing Lenders") (such Credit Agreement, as amended and ---------------- supplemented, the "Existing Credit Agreement"), the Borrower received certain ------------------------- loans and extensions of credit under a revolving credit facility made available other agents referred to the Borrower under the Existing Credit Agreement, up to the aggregate principal amount of $300,000,000. B. The Existing Lenders conditioned their obligations under the Existing Credit Agreement upon the execution and delivery by Guarantor of that certain Guaranty Agreement dated as of January 27, 2003 (the "Existing Guaranty ----------------- Agreement"). --------- C. The Borrower, the Administrative Agent, and the Lenders have amended and restated the Existing Credit Agreement by entering therein entered into that certain Amended and Restated Credit Agreement dated as of even date herewith September 5, 2014 (as amendedamended by that certain First Amendment and Incremental Commitment Agreement dated as of September 18, supplemented or otherwise modified from time 2015, that certain Second Amendment to time, the "Credit Agreement"), ---------------- whereby, pursuant to which, the Lenders have agreed to make certain loans to Amended and extend certain credit for the account of the Borrower subject to the limitations set forth in the Credit Agreement. The initial loans under the Restated Credit Agreement have been used by the Borrower and First Amendment to renew, rearrange, modify and extend all amounts outstanding under the Existing Credit Agreement. D. The Administrative Agent and the Lenders have conditioned their obligations under the Credit Agreement upon the execution and delivery by Guarantor of this Amended and Restated Guaranty Agreementand Collateral Agreement dated as of April 25, 2016 and that certain Limited Waiver and Third Amendment to Amended and Restated Credit Agreement dated as of September 30, 2016, and Guarantor as otherwise amended, restated, supplemented or modified prior to the date hereof, the “Original Credit Agreement”) pursuant to which the Lenders have made certain Loans and provided certain Commitments (subject to the terms and conditions thereof) to the Borrowers. B. Parent, General Partner, Argo Merger Sub, LLC, Argo Merger GP Sub, LLC, JP Energy Partners LP, and JP Energy XX XX LLC have entered into that certain Agreement and Plan of Merger dated as of October 23, 2016 pursuant to which Parent, through one more wholly-owned subsidiaries, has agreed to execute purchase 100% ownership interest in JP Energy Partners LP, a Delaware limited partnership (such acquisition, the “JPE Acquisition”). C. D-Day Offshore Holdings, LLC, has entered into several Purchase Agreements, dated as of October 31, 2016 (collectively, the “2016 Delta House PSA”), with (i) Red Willow Offshore, LLC, (ii) LLOG Bluewater Holdings LLC and deliver (iii) others (collectively, the “Delta House Sellers”) whereby D-Day Offshore Holdings, LLC, pursuant to the terms of each 2016 Delta House PSA, acquired from each Delta House Seller additional interests in Delta House FPS and Delta House Oil and Gas Lateral LLC, whereby AMID Borrower will indirectly hold a 20.14% ownership interest in Delta House (such acquisition, the “2016 Delta House Acquisition,” and together with the JPE Acquisition, the “Acquisitions”). D. In connection with the Acquisitions, the Borrowers have requested that the Original Credit Agreement (a) be amended as of the Fourth Amendment Effective Date (as defined below) (i) to permit Parent to consummate a Parent Debt Offering prior to the consummation of the JPE Acquisition and retain the proceeds thereof in escrow pending the consummation of the JPE Acquisition, (ii) to permit the 2016 Delta House Acquisition and (iii) to make certain other changes as more fully described herein and (b) be amended and restated in its entirety as of the Restatement Date (as defined below) to permit the JPE Acquisition and to make certain other changes as more fully described in the Restated Credit Agreement (as defined below). E. The Lenders signatory hereto and the Administrative Agent are willing to (a) amend the Original Credit Agreement, as of the Fourth Amendment Effective Date, and (b) amend and restate the Original Credit Agreement, as of the Restatement Date, in each case, as more fully described herein, and upon satisfaction of the conditions set forth herein, this Amended and Restated Guaranty AgreementAmendment shall become effective.

I T A L S. A. Pursuant to Landlord and Tenant have previously entered into that one certain Office Building Lease Agreement dated March 16, 2004 (the “Lease”), consisting of Basic Lease Information, Office Building Lease Agreement, and Exhibits) providing for Tenant’s rental from Landlord of that certain Credit Agreement 66,370 square foot area (“Initial Premises”) therein more fully described and depicted and further providing Tenant additional rights and obligations with respect to other portions of Landlord’s office building located at 0000 Xxxxxxxxx Xxxxx, Xxx Xxxxxxx, Xxxxx (the “Building”). By First Amendment dated April 26, 2004, Landlord and Tenant amended the Lease in certain respects as therein more fully described and the Lease continues in effect and without further amendment; Tenant has completed the first three expansions of January 27the Initial Premises as described in Exhibit F to the Lease so that Tenant now occupies and pays rent on all of Building Part C, 2003being a total of about 123,354 square feet of space, among St. Mary Land & Exploration Companywhich area includes the computer room previously under license to Tenant, but for which Tenant is now paying Rent and Additional Expenses, except that Tenant’s license, free of rent or other payment, of the first floor entry vestibule continues in effect and shall continue in effect throughout the Term of the Lease and any renewal or extension thereof. Tenant has advised Landlord that it will need to expand its area of occupancy of the Building at a Delaware corporation more rapid rate than contemplated by the Lease and the parties have agreed that the order of Tenant’s expansion of Premises should be different than as contemplated by the Lease; Landlord has caused MDI, Inc. (hereinafter xxxxxx xhe "Borrower"“MDI”), the Administrative Agenttenant of Building Part B-2 and a portion of Building Part B-1, to agree to an early termination of its lease effective on or before December 15, 2006, to assist Tenant in its accelerated need for expansion space and Landlord is willing to cooperate with Tenant to permit Tenant’s expansion into Building Part B-2 and into Building Part-A earlier than as provided in the lenders -------- party thereto (the "Existing Lenders") (such Credit AgreementLease; Landlord has obtained from CareNet, as amended tenant of a portion of Building Part A and ---------------- supplemented, the "Existing Credit Agreement"), the Borrower received certain ------------------------- loans and extensions of credit under a revolving credit facility made available with expansion rights to the Borrower under remainder of Building Part A, an agreement to waive its expansion rights in Building Part A to permit Rackspace to immediately occupy a portion of Building Part A and to agree to an early termination of lease to permit Rackspace to expand into the Existing Credit Agreement, up CareNet leased area of Building Part A earlier than as provided in the Lease; Landlord and Tenant have resolved other issues incident to the aggregate principal amount of $300,000,000. B. The Existing Lenders conditioned their obligations under the Existing Credit Agreement upon the execution and delivery by Guarantor of that certain Guaranty Agreement dated as of January 27, 2003 (the "Existing Guaranty ----------------- Agreement"). --------- C. The Borrower, the Administrative Agent, and the Lenders have amended and restated the Existing Credit Agreement by entering into that certain Amended and Restated Credit Agreement dated of even date herewith (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), ---------------- whereby, pursuant to which, the Lenders have agreed to make certain loans to and extend certain credit for the account maintenance of the Borrower Leased Premises, including Tenant’s agreement to be responsible for its janitorial service with a commensurate reduction in Base Rent and Landlord’s agreement to contract for landscape services subject to the limitations set forth approval of Tenant. The parties believe they have agreed on all matters of amendment to the Lease and desire to memorialize their agreement through this Amendment; Accordingly, in consideration of the foregoing and of the mutual covenants herein contained, the parties agree to amend the Lease, as previously amended, in the Credit Agreement. The initial loans under the Credit Agreement have been used by the Borrower to renew, rearrange, modify and extend all amounts outstanding under the Existing Credit Agreement. D. The Administrative Agent and the Lenders have conditioned their obligations under the Credit Agreement upon the execution and delivery by Guarantor of this Amended and Restated Guaranty Agreement, and Guarantor has agreed to execute and deliver this Amended and Restated Guaranty Agreement.following particulars;

I T A L S. A. Pursuant to The Shipowner is the sole owner of the whole of the vessels identified in Exhibit A hereto (the “Vessels”). B. Hercules Offshore, LLC, a Delaware limited liability company (the “Borrower”), has entered into that certain Credit Agreement dated as of January 27June 29, 2003, among St. Mary Land & Exploration Company, a Delaware corporation (hereinafter xxxxxx xhe "Borrower"), the Administrative Agent, and the lenders -------- party thereto (the "Existing Lenders") (such Credit Agreement, as amended and ---------------- supplemented, the "Existing Credit Agreement"), the Borrower received certain ------------------------- loans and extensions of credit under a revolving credit facility made available to the Borrower under the Existing Credit Agreement, up to the aggregate principal amount of $300,000,000. B. The Existing Lenders conditioned their obligations under the Existing Credit Agreement upon the execution and delivery by Guarantor of that certain Guaranty Agreement dated as of January 27, 2003 (the "Existing Guaranty ----------------- Agreement"). --------- C. The Borrower, the Administrative Agent, and the Lenders have amended and restated the Existing Credit Agreement by entering into that certain Amended and Restated Credit Agreement dated of even date herewith 2005 (as amended, supplemented or otherwise modified from time to time, the "“Credit Agreement"”), ---------------- whereby, pursuant to whichamong the Borrower, the Mortgagee and the Lenders, a copy of which is attached hereto as Exhibit B and incorporated herein by reference, providing for the making of the Loans to the Borrower, all as contemplated therein. C. The Shipowner is a wholly-owned subsidiary of the Borrower, and the Shipowner will derive substantial benefits from the making of the Loans to the Borrower. D. It is a condition precedent to the obligation of the Lenders have agreed to make certain loans the Loans to and extend certain credit for the account of the Borrower subject to the limitations set forth in the Credit Agreement. The initial loans under the Credit Agreement that the Shipowner shall have been used by executed and delivered this Mortgage to the Borrower Mortgagee. E. Pursuant to renew, rearrange, modify and extend all amounts outstanding under the Existing Credit Agreement, the Mortgagee has agreed to act as Administrative Agent on behalf of the Lenders with respect to this Mortgage. D. F. The Administrative Agent and the Lenders have conditioned their obligations under the Credit Agreement upon the execution and delivery by Guarantor of this Amended and Restated Guaranty Agreement, and Guarantor Shipowner has heretofore agreed to execute and deliver this Amended First Preferred Fleet Mortgage (the “Mortgage”) on the Vessels to secure, inter alia, the Borrower’s indebtedness pursuant to the Credit Agreement in the original principal amount of USD 190,000,000 and Restated Guaranty interest thereon and premium, if any, and all other amounts payable hereunder and under the other Loan Documents and the Secured Swap Agreements and to secure the full and punctual performance and observance of all agreements, covenants and conditions contained herein and contained in the Credit Agreement., the Notes and the other Loan Documents. The formula for the calculation of interest, premium and the terms of their payment together with the terms of the repayment and prepayment of principal, as well as certain agreements, covenants and conditions, are provided in the Credit Agreement. In consideration of the premises and the additional covenants herein contained and for other good and valuable consideration, the receipt and accuracy of which are hereby acknowledged, and for the purpose of securing as a priority in favor of the Mortgagee, for the benefit of the Lenders, the due and punctual payment and performance of the Obligations (as defined below), the Shipowner has granted, conveyed, mortgaged, pledged, confirmed, assigned, transferred and set over and by these presents does grant, convey, mortgage, pledge, confirm, assign, transfer and set over, unto the Mortgagee, for the benefit of the Lenders, and its successors and assigns, the whole 100% of the Vessels owned by the Shipowner and described in Exhibit A hereto, including, without limitation, all of the boilers, engines, machinery, masts, spars, boats, anchors, cables, chains, rigging, tackle, capstans, outfit, tools, pumps and pumping equipment, apparel, furniture equipment, drilling equipment, drill pipes, drilling masts, rotary tables, substructures, draw work, drill bits, blowout prevention equipment, collars, racking, housing, spare parts and supporting inventory, vehicles and living quarters (excluding equipment aboard the Vessels which is not owned by the Shipowner) and all other appurtenances to said Vessels appertaining or belonging, whether now owned or hereafter acquired, whether on board or not, and also any and all additions, improvements and replacements in general effected subsequently on or to the Vessels, or any part thereof, or appurtenance thereto; TO HAVE AND TO HOLD all and singular the above mortgaged and described property unto the Mortgagee and its successors and assigns, to its and to its successors’ and assigns’ own use, benefit and behoof forever; PROVIDED, HOWEVER, and these presents are upon the condition, if the Shipowner or the other Obligors (as defined below) or their successors or assigns shall pay or cause to be paid to the Mortgagee and the Lenders the Obligations (as defined below), as and when the same shall become due and payable in accordance with the terms of the Credit Agreement, the other Loan Documents and this Mortgage, and shall duly perform the agreements, covenants and conditions herein and in the Credit Agreement and other Loan Documents, then this Mortgage and the rights hereby granted shall cease and be void, otherwise to remain in full force and effect. This Mortgage secures and enforces the following (collectively, the “Obligations”, it being acknowledged and agreed that the “Obligations” shall include extensions of credit and amounts owing of the types described below, whether outstanding on the date hereof or extended or owing from time to time after the date hereof): (a) all indebtedness, liabilities, obligations and undertakings of every kind or description of the Shipowner, the Borrower and its Subsidiaries (collectively, the “Obligors”), (including, without limitation, all Indebtedness) to the Administrative Agent, the Lenders, or any Secured Swap Provider, arising out of or outstanding or owing under, advanced or issued pursuant to, or evidenced by, the Credit Agreement, the Notes and each other Loan Document to which any of them is a party or the Secured Swap Agreements to which any Secured Swap Provider is a party, including, without limitation, the unpaid principal of and interest and premium on the Loans and all other obligations and liabilities of the Obligors (including, without limitation, interest accruing at the then applicable rate provided in the Credit Agreement after the maturity of the Loans and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to any Obligor, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, arising out of or outstanding under, advanced or issued pursuant to, or evidenced by, the Credit Agreement, the Notes, any other Loan Document or any Secured Swap Agreement, and whether on account of principal, interest, premium, reimbursement obligations, amounts owing upon liquidation, acceleration of obligations under, or termination (including early termination) of any Secured Swap Agreement, fees, indemnities, costs, expenses or otherwise (including, without limitation, all costs, fees and disbursements of counsel to the Mortgagor or any Agent, Lender or Secured Swap Provider that are required to be paid by the Obligors pursuant to the terms of the Credit Agreement, the Notes, any other Loan Document or any Secured Swap Agreement): (b) the prompt and complete payment when due of any and all additional loans or advances made by the Lenders to or for the benefit of the Borrower or any other Obligor pursuant to the Credit Agreement or any other Loan Document (it being contemplated that the Lenders may lend additional sums to the Obligors pursuant to the Credit Agreement or the other Loan Documents from time to time, but shall not be obligated to do so except as expressly set forth in the Credit Agreement or such other Loan Document, and the Shipowner and the Mortgagee agree that the payment of any such additional loans shall be secured by this Mortgage); (c) the prompt and complete payment when due of any and all sums which may be advanced or paid by the Mortgagee or the Lenders under the terms hereof or of the Credit Agreement or other Loan Documents on account of the failure of the Shipowner to comply with the covenants of the Shipowner contained herein, or the failure of the Shipowner or any other Obligor to comply with the covenants of the Shipowner or any other Obligor contained in the Credit Agreement or any other Loan Documents; and all other indebtedness of the Shipowner arising pursuant to the provisions of this Mortgage, including penalties, indemnities, legal and other fees, charges and expenses, and amounts advanced by and expenses incurred in order to preserve any collateral or security interest, whether due after acceleration or otherwise; (d) the timely and complete performance of all agreements, covenants and conditions contained in this Mortgage, the Credit Agreement, the Notes and the other Loan Documents; and

I T A L S. A. Pursuant to that certain Credit Agreement dated as of January 27, 2003, among St. Mary Land & Exploration Company, a Delaware corporation (hereinafter xxxxxx xhe "Borrower"), the Administrative Agent, and the lenders -------- party thereto (the "Existing Lenders") (such Credit Agreement, as amended and ---------------- supplemented, the "Existing Credit Agreement"), the Borrower received certain ------------------------- loans and extensions of credit under a revolving credit facility made available to the Borrower under the Existing Credit Agreement, up to the aggregate principal amount of $300,000,000. B. The Existing Lenders conditioned their obligations under the Existing Credit Agreement upon the execution and delivery by Guarantor of that certain Guaranty Agreement dated as of January 27, 2003 (the "Existing Guaranty ----------------- Agreement"). --------- C. The Borrower, the Administrative Agent, the lenders and the Lenders have amended and restated the Existing Credit Agreement by entering other agents party thereto entered into that certain Amended and Restated Revolving Credit Agreement dated as of even date herewith March 14, 2018 as amended by that certain First Amendment dated as of July 18, 2018 and that certain Second Amendment dated as of October 10, 2018 (as amended, supplemented or otherwise modified from time to time, the "“Existing DGO Credit Agreement"), ---------------- whereby, ”) pursuant to which, the Lenders have agreed to make which such lenders provided certain loans to and extend certain extensions of credit on behalf of the Borrower. B. Core Appalachia Holding Co LLC, a Delaware limited liability company, as borrower (“Core”), KeyBank National Association, as administrative agent for the account lenders, the lenders and other agents party thereto entered into that certain Revolving Credit Agreement dated as of January 9, 2018 as amended by that certain First Amendment dated as of October 10, 2018 (the “Existing Core Credit Agreement” and together with the Existing DGO Credit Agreement, the “Existing Credit Agreements”) pursuant to which such lenders provided certain loans to and extensions of credit on behalf of Core. C. On October 10, 2018 the Borrower subject to the limitations set forth in the Credit Agreement. The initial loans under the Credit Agreement have been used by acquired Core and all of its assets and subsidiaries and the Borrower and Core desire to renewamend, rearrange, modify restate and extend all amounts outstanding under consolidate the Existing Credit Agreements in accordance with the terms and conditions of this Agreement. D. The Administrative Agent Borrower has requested, and the Lenders have conditioned their obligations under agreed, to amend, restate and consolidate the Existing Credit Agreement upon Agreements subject to the execution terms and delivery by Guarantor conditions of this Amended and Restated Guaranty Agreement, and Guarantor has agreed to execute and deliver this Amended and Restated Guaranty Agreement. E. In consideration of the mutual covenants and agreements herein contained and of the loans, extensions of credit and commitments hereinafter referred to, the parties hereto agree as follows:

I T A L S. A. Pursuant to Senior Creditors and Resonant Inc. (“Debtor”) have entered into that certain Credit Agreement Securities Purchase Agreement, dated as of January 27, 2003, among St. Mary Land & Exploration Company, a Delaware corporation (hereinafter xxxxxx xhe "Borrower"), the Administrative Agent, and the lenders -------- party thereto (the "Existing Lenders") (such Credit Agreement, as amended and ---------------- supplemented, the "Existing Credit Agreement"), the Borrower received certain ------------------------- loans and extensions of credit under a revolving credit facility made available to the Borrower under the Existing Credit Agreement, up to the aggregate principal amount of $300,000,000. B. The Existing Lenders conditioned their obligations under the Existing Credit Agreement upon the execution and delivery by Guarantor of that certain Guaranty Agreement dated as of January 27, 2003 (the "Existing Guaranty ----------------- Agreement"). --------- C. The Borrower, the Administrative Agent, and the Lenders have amended and restated the Existing Credit Agreement by entering into that certain Amended and Restated Credit Agreement dated of even date herewith hereof (as amended, modified and supplemented or otherwise modified from time to time, the "Credit “Securities Purchase Agreement"”) and one or more Senior Secured Convertible Notes (such notes in favor of the Senior Creditor listed thereon as a holder, collectively, referred to herein as the “Notes”), ---------------- whereby, pursuant to which, which the Lenders Senior Creditors have agreed to make certain loans to and extend certain credit financial accommodations to Debtor. B. As security for the account prompt payment and performance of the Borrower subject to Senior Creditor Indebtedness (as hereinafter defined), Debtor has granted the limitations set forth Senior Creditors a first lien security interest in the Credit Collateral (as hereinafter defined) pursuant to that certain Security Agreement between the Debtor and the Senior Creditors dated as of the date hereof (the “Senior Creditor Security Agreement. The initial loans under ”). C. Debtor made and delivered to Subordinated Creditor that certain Subordinated Secured Convertible Note, dated as of the Credit Agreement have been used by date hereof, in the Borrower original principal amount of $2,400,000 (the “Subordinated Creditor Note”), pursuant to renew, rearrange, modify and extend all amounts outstanding under the Existing Credit Agreementwhich Subordinated Creditor extended certain financial accommodations to Debtor. D. The Administrative Agent As security for the prompt payment and performance of the Subordinated Creditor Indebtedness (as hereinafter defined), Debtor has granted the Subordinated Creditor a first lien security interest in the Collateral pursuant to that certain Security Agreement between the Debtor and the Lenders have conditioned Subordinated Creditor dated as of the date hereof (the “Subordinated Creditor Security Agreement”). E. Each of the Senior Creditors and the Subordinated Creditor wish to agree as to their obligations under the Credit Agreement upon the execution and delivery by Guarantor of this Amended and Restated Guaranty Agreementrespective rights to repayment by, and Guarantor has agreed liens upon and security interests in the assets of, Debtor, and as to execute certain other rights, priorities, and deliver this Amended interests as between the Senior Creditors and Restated Guaranty AgreementSubordinated Creditor.

I T A L S. A. Pursuant to The Shipowner is the sole owner of 100% of the following Vanuatu flag vessel: which vessel has been duly documented in the name of the Shipowner in accordance with the laws of the Republic of Vanuatu (the “Vessel”). B. Hercules Offshore, LLC, a Delaware limited liability company (the “Borrower”), has entered into that certain Credit Agreement dated as of January 27June 29, 2003, among St. Mary Land & Exploration Company, a Delaware corporation (hereinafter xxxxxx xhe "Borrower"), the Administrative Agent, and the lenders -------- party thereto (the "Existing Lenders") (such Credit Agreement, as amended and ---------------- supplemented, the "Existing Credit Agreement"), the Borrower received certain ------------------------- loans and extensions of credit under a revolving credit facility made available to the Borrower under the Existing Credit Agreement, up to the aggregate principal amount of $300,000,000. B. The Existing Lenders conditioned their obligations under the Existing Credit Agreement upon the execution and delivery by Guarantor of that certain Guaranty Agreement dated as of January 27, 2003 (the "Existing Guaranty ----------------- Agreement"). --------- C. The Borrower, the Administrative Agent, and the Lenders have amended and restated the Existing Credit Agreement by entering into that certain Amended and Restated Credit Agreement dated of even date herewith 2005 (as amended, supplemented or otherwise modified from time to time, the "“Credit Agreement"”), ---------------- whereby, pursuant to whichamong the Borrower, the Mortgagee and the Lenders, a copy of which is attached hereto as Exhibit A and incorporated herein by reference, providing for the making of the Loans to the Borrower, all as contemplated therein. C. The Shipowner is a wholly-owned subsidiary of the Borrower, and the Shipowner will derive substantial benefits from the making of the Loans to the Borrower. D. It is a condition precedent to the obligation of the Lenders have agreed to make certain loans the Loans to and extend certain credit for the account of the Borrower subject to the limitations set forth in the Credit Agreement. The initial loans under the Credit Agreement that the Shipowner shall have been used by executed and delivered this Mortgage to the Borrower Mortgagee. E. Pursuant to renew, rearrange, modify and extend all amounts outstanding under the Existing Credit Agreement, the Mortgagee has agreed to act as Administrative Agent on behalf of the Lenders with respect to this Mortgage. D. F. The Administrative Agent and the Lenders have conditioned their obligations under the Credit Agreement upon the execution and delivery by Guarantor of this Amended and Restated Guaranty Agreement, and Guarantor Shipowner has heretofore agreed to execute and deliver this Amended First Preferred Ship Mortgage (the “Mortgage”) on the Vessel to secure, inter alia, the Borrower’s indebtedness pursuant to the Credit Agreement in the original principal amount of USD 190,000,000 and Restated Guaranty interest thereon and premium, if any, and all other amounts payable hereunder and under the other Loan Documents and the Secured Swap Agreements and to secure the full and punctual performance and observance of all agreements, covenants and conditions contained herein and contained in the Credit Agreement., the Notes and the other Loan Documents. The formula for the calculation of interest, premium and the terms of their payment together with the terms of the repayment and prepayment of principal, as well as certain agreements, covenants and conditions, are provided in the Credit Agreement. In consideration of the premises and the additional covenants herein contained and for other good and valuable consideration, the receipt and accuracy of which are hereby acknowledged, and for the purpose of securing as a priority in favor of the Mortgagee, for the benefit of the Lenders, the due and punctual payment and performance of the Obligations (as defined below), the Shipowner has granted, conveyed, mortgaged, pledged, confirmed, assigned, transferred and set over and by these presents does grant, convey, mortgage, pledge, confirm, assign, transfer and set over, unto the Mortgagee, for the benefit of the Lenders, and its successors and assigns, the whole 100% of the above mentioned Vessel owned by the Shipowner, including, without limitation, all of the boilers, engines, machinery, masts, spars, boats, anchors, cables, chains, rigging, tackle, capstans, outfit, tools, pumps and pumping equipment, apparel, furniture equipment, drilling equipment, drill pipes, drilling masts, rotary tables, substructures, draw work, drill bits, blowout prevention equipment, collars, racking, housing, spare parts and supporting inventory, vehicles and living quarters (excluding equipment aboard the Vessel which is not owned by the Shipowner) and all other appurtenances to said Vessel appertaining or belonging, whether now owned or hereafter acquired, whether on board or not, and also any and all additions, improvements and replacements in general effected subsequently on or to the Vessel, or any part thereof, or appurtenance thereto; TO HAVE AND TO HOLD all and singular the above mortgaged and described property unto the Mortgagee and its successors and assigns, to its and to its successors’ and assigns’ own use, benefit and behoof forever; PROVIDED, HOWEVER, and these presents are upon the condition, if the Shipowner or the other Obligors (as defined below) or their successors or assigns shall pay or cause to be paid to the Mortgagee and the Lenders the Obligations (as defined below), as and when the same shall become due and payable in accordance with the terms of the Credit Agreement, the other Loan Documents and this Mortgage, and shall duly perform the agreements, covenants and conditions herein and in the Credit Agreement and other Loan Documents, then this Mortgage and the rights hereby granted shall cease and be void, otherwise to remain in full force and effect. This Mortgage secures and enforces the following (collectively, the “Obligations”, it being acknowledged and agreed that the “Obligations” shall include extensions of credit and amounts owing of the types described below, whether outstanding on the date hereof or extended or owing from time to time after the date hereof): (a) all indebtedness, liabilities, obligations and undertakings of every kind or description of the Shipowner, the Borrower and its Subsidiaries (collectively, the “Obligors”), (including, without limitation, all Indebtedness) to the Administrative Agent, the Lenders, or any Secured Swap Provider, arising out of or outstanding or owing under, advanced or issued pursuant to, or evidenced by, the Credit Agreement, the Notes and each other Loan Document to which any of them is a party or the Secured Swap Agreements to which any Secured Swap Provider is a party, including, without limitation, the unpaid principal of and interest and premium on the Loans and all other obligations and liabilities of the Obligors (including, without limitation, interest accruing at the then applicable rate provided in the Credit Agreement after the maturity of the Loans and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to any Obligor, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, arising out of or outstanding under, advanced or issued pursuant to, or evidenced by, the Credit Agreement, the Notes, any other Loan Document or any Secured Swap Agreement, and whether on account of principal, interest, premium, reimbursement obligations, amounts owing upon liquidation, acceleration of obligations under, or termination (including early termination) of any Secured Swap Agreement, fees, indemnities, costs, expenses or otherwise (including, without limitation, all costs, fees and disbursements of counsel to the Mortgagor or any Agent, Lender or Secured Swap Provider that are required to be paid by the Obligors pursuant to the terms of the Credit Agreement, the Notes, any other Loan Document or any Secured Swap Agreement); (b) the prompt and complete payment when due of any and all additional loans or advances made by the Lenders to or for the benefit of the Borrower or any other Obligor pursuant to the Credit Agreement or any other Loan Document (it being contemplated that the Lenders may lend additional sums to the Obligors pursuant to the Credit Agreement or the other Loan Documents from time to time, but shall not be obligated to do so except as expressly set forth in the Credit Agreement or such other Loan Document, and the Shipowner and the Mortgagee agree that the payment of any such additional loans shall be secured by this Mortgage); (c) the prompt and complete payment when due of any and all sums which may be advanced or paid by the Mortgagee or the Lenders under the terms hereof or of the Credit Agreement or other Loan Documents on account of the failure of the Shipowner to comply with the covenants of the Shipowner contained herein, or the failure of the Shipowner or any other Obligor to comply with the covenants of the Shipowner or any other Obligor contained in the Credit Agreement or any other Loan Documents; and all other indebtedness of the Shipowner arising pursuant to the provisions of this Mortgage, including penalties, indemnities, legal and other fees, charges and expenses, and amounts advanced by and expenses incurred in order to preserve any collateral or security interest, whether due after acceleration or otherwise; (d) the timely and complete performance of all agreements, covenants and conditions contained in this Mortgage, the Credit Agreement, the Notes and the other Loan Documents; and

I T A L S. A. Pursuant to that certain Credit Agreement dated as of January 27, 2003, among St. Mary Land & Exploration Company, a Delaware corporation (hereinafter xxxxxx xhe herxxxxxxxx xalled the "Borrower"), the Administrative Agent, and the lenders -------- party thereto (the "Existing Lenders") (such Credit Agreement, as amended and ---------------- ----------------- supplemented, the "Existing Credit Agreement"), the Borrower received certain ------------------------- -------------------------- loans and extensions of credit under a revolving credit facility made available to the Borrower under the Existing Credit Agreement, up to the aggregate principal amount of $300,000,000. B. The Existing Lenders conditioned their obligations under the Existing Credit Agreement upon the execution and delivery by Guarantor of that certain Guaranty Agreement dated as of January 27, 2003 (the "Existing Guaranty ----------------- ------------------ Agreement"). --------- C. The Borrower, the Administrative Agent, and the Lenders have amended and restated the Existing Credit Agreement by entering into that certain Amended and Restated Credit Agreement dated of even date herewith (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), ---------------- whereby, ----------------- pursuant to which, the Lenders have agreed to make certain loans to and extend certain credit for the account of the Borrower subject to the limitations set forth in the Credit Agreement. The initial loans under the Credit Agreement have been used by the Borrower to renew, rearrange, modify and extend all amounts outstanding under the Existing Credit Agreement. D. The Administrative Agent and the Lenders have conditioned their obligations under the Credit Agreement upon the execution and delivery by Guarantor of this Amended and Restated Guaranty Agreement, and Guarantor has agreed to execute and deliver this Amended and Restated Guaranty Agreement.

I T A L S. A. Pursuant Borrower, the lenders parties thereto (the “Existing Lenders”) and General Electric Capital Corporation, as agent for the Existing Lenders, are parties to that certain an Amended and Restated Credit Agreement Agreement, dated as of January 27July 26, 20032000, among St. Mary Land & Exploration as amended, modified or otherwise supplemented from time to time prior to the date hereof (the “Existing Credit Agreement”). B. Diamondbacks Acquisition Inc., an Indiana corporation (“Acquirer”), a direct, wholly-owned subsidiary of Borrower, has made a cash tender offer (the “Tender Offer”) for all of the outstanding shares of common stock, no par value (the “Shares”), of Xxxxxx’x Trading Company, a Delaware Inc., an Indiana corporation (hereinafter xxxxxx xhe "Borrower"“Xxxxxx’x”) at a purchase price of $16.75 per Share. C. Upon the consummation of the Tender Offer (i) if the number of Shares tendered is less than the Short-Form Merger Threshold but greater than the Minimum Shares (a “Long Form Event”), the Administrative Agent, and the lenders -------- party thereto required vote of the shareholders of Xxxxxx’x to consummate the Acquisition (as hereinafter defined) is obtained, or (ii) if the number of Shares tendered is greater than or equal to the Short-Form Merger Threshold, Acquirer shall be merged with and into Xxxxxx’x (the "Existing Lenders"“Merger” and together with the Tender Offer, the “Acquisition”), resulting in Xxxxxx’x becoming a direct wholly owned subsidiary of Borrower. D. Borrower has requested that Lenders extend revolving credit facilities to Borrower of up to $350,000,000 in the aggregate for the purposes of: (a) (such i) if a Long Form Event shall have occurred, Borrower advancing funds to Acquirer to purchase from time to time the tendered Shares of Xxxxxx’x (the “Acquirer Loan”), and Borrower advancing funds to Xxxxxx’x to refinance the Indebtedness evidenced by the Existing Xxxxxx’x Credit Agreement and provide working capital to Xxxxxx’x (the “Xxxxxx’x Loan”), or (ii) if the Short Form Threshold has been obtained, funding a portion of the Acquisition pursuant to the Acquirer Loan and/or a capital contribution made by Borrower to Acquirer in a manner satisfactory to Agent, (b) refinancing the Indebtedness evidenced by the Existing Xxxxxx’x Credit Agreement, as amended and ---------------- supplemented(c) providing (i) working capital financing for Borrower and its Subsidiaries, (ii) funds for other general corporate purposes of Borrower and its Subsidiaries and (iii) funds for the "Existing Credit Agreement")purposes otherwise permitted hereunder; and for these purposes, the Borrower received Lenders are willing to make and continue to make certain ------------------------- loans and other extensions of credit to Borrower of up to such amount upon the terms and conditions set forth herein. E. If Acquirer finances a portion of the Tender Offer with the Acquirer Loan and, in any event, if the Long Form Event shall have occurred, (i) Acquirer shall issue an intercompany note to Borrower to evidence the Acquirer Loan (the “Acquirer Intercompany Note”), which shall be unsecured, (ii) Acquirer shall guaranty the Obligations, and (iii) Xxxxxx’x shall issue an intercompany note to Borrower evidencing the Xxxxxx’x Loan (the “Xxxxxx’x Intercompany Note”), which note shall be secured by the assets of Xxxxxx’x consistent with those types of assets of Borrower securing the Obligations and shall be pledged (together with the collateral supporting such note) by Borrower to Agent for the benefit of Lenders (the “Xxxxxx’x Pledge”), and shall otherwise be in form and substance satisfactory to Agent. F. If the Short Form Merger Threshold shall have been attained, Acquirer will finance a portion of the Tender Offer with either the Acquirer Loan or with the proceeds of a capital contribution from Borrower to Acquirer, and upon consummation of the Merger, (i) if a portion of the Tender Offer is financed with the Acquirer Loan, Xxxxxx’x shall assume the obligations of Acquirer under such Acquirer Loan, (ii) Xxxxxx’x shall guaranty the Obligations and pledge its assets consistent with those types of assets of Borrower securing the Obligations to secure such guaranty, and (iii) Borrower shall pledge the Stock of Xxxxxx’x to secure the Obligations. G. Upon the consummation of the Tender Offer, Xxxxxx’x and its Subsidiaries will become Subsidiaries of the Borrower. Notwithstanding Xxxxxx’x and its Subsidiaries status as Subsidiaries of the Borrower, unless the Merger is consummated on the Closing Date, Xxxxxx’x and its Subsidiaries shall be Loan Parties for purposes of this Agreement, but shall not become a revolving credit facility made available signatory to this Agreement before the Merger is consummated, and simultaneously therewith Xxxxxx’x and its Subsidiaries shall execute a joinder in form and substance satisfactory to the Borrower Agent. H. Each of the parties hereto wishes to and agrees to amend and restate the Existing Credit Agreement on the terms and conditions set forth herein. I. It is the intent of the parties hereto that this Agreement not constitute a novation of the obligations and liabilities existing under the Existing Credit Agreement or evidence payment of all or any of such obligations and liabilities, that this Agreement amend and restate in its entirety the Existing Credit Agreement, up to and that from and after the aggregate principal amount of $300,000,000. B. The Existing Lenders conditioned their obligations under date hereof, the Existing Credit Agreement upon be of no further force and effect except as to evidence the execution incurrence of the “Obligations” thereunder and delivery by Guarantor the representations and warranties made thereunder. J. Unless otherwise defined herein, capitalized terms used herein (including the Recitals hereto) shall have the respective meanings ascribed to them in Annex A and, for purposes of that certain Guaranty this Agreement dated as of January 27, 2003 (and the "Existing Guaranty ----------------- Agreement"). --------- C. The Borrowerother Loan Documents, the Administrative Agent, and the Lenders have amended and restated the Existing Credit Agreement by entering into that certain Amended and Restated Credit Agreement dated rules of even date herewith (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), ---------------- whereby, pursuant to which, the Lenders have agreed to make certain loans to and extend certain credit for the account of the Borrower subject to the limitations construction set forth in Annex A shall govern. Unless otherwise indicated, all references in this Agreement to sections, subsections, schedules, exhibits, and attachments shall refer to the Credit corresponding sections, subsections, schedules, exhibits, and attachments of or to this Agreement. The initial loans under All schedules, annexes, exhibits and attachments hereto, or expressly identified to this Agreement, are incorporated herein by reference, and taken together, shall constitute but a single agreement. Unless otherwise expressly set forth herein, or in a written amendment referring to such schedules and annexes, all schedules and annexes referred to herein shall mean the Credit Agreement have been used by schedules and annexes as in effect as of the Borrower to renew, rearrange, modify and extend all amounts outstanding under the Existing Credit Closing Date. These Recitals shall be construed as part of this Agreement. D. The Administrative Agent and the Lenders have conditioned their obligations under the Credit Agreement upon the execution and delivery by Guarantor of this Amended and Restated Guaranty Agreement, and Guarantor has agreed to execute and deliver this Amended and Restated Guaranty Agreement.

I T A L S. A. Pursuant to Lead Borrower and the Fordham Office are the fee owners of that certain Credit tract of land located in the County of Bronx, State of New York and being more fully described in Exhibit A attached hereto (the “Land”). Lead Borrower is the fee owner of the condominium unit designated as the “Retail Unit” in the Condominium Declaration along with an undivided 70% interest in the Common Elements (as defined in the Condominium Declaration) constituting a portion of the improvements currently located on the Land, and Fordham Office is the fee owner of the condominium unit designated as the “Office/Community Unit” in the Condominium Declaration along with an undivided 30% interest in the Common Elements (as defined in the Condominium Declaration) constituting a portion of the improvements currently located on the Land. B. Borrower has entered into (a) that certain Acquisition and Project Loan Agreement dated as of January 27October 5, 20032007 by and among Borrower, among St. Mary Land & Exploration Company, Lenders and Administrative Agent pursuant to which the Lenders made a Delaware corporation (hereinafter xxxxxx xhe "Borrower"), Loan to Borrower in the Administrative Agent, and the lenders -------- party thereto (the "Existing Lenders") (such Credit Agreement, as amended and ---------------- supplemented, the "Existing Credit Agreement"), the Borrower received certain ------------------------- loans and extensions of credit under a revolving credit facility made available to the Borrower under the Existing Credit Agreement, up to the aggregate original principal amount of $300,000,000. B. The Existing Lenders conditioned their obligations under 19,930,757.00 (the Existing Credit Agreement upon the execution “Original Acquisition and delivery by Guarantor of Project Loan Agreement”); and (b) that certain Guaranty Building Loan Agreement dated as of January 27October 5, 2003 2007 by and among Borrower, Lenders and Administrative Agent pursuant to which the Lenders made a Loan to Borrower in the original principal amount of $75,339,243.00 (the "Existing Guaranty ----------------- “Original Building Loan Agreement"” and, with the Original Acquisition and Project Loan Agreement, collectively, the “Original Loan Agreement”). ---------. C. The BorrowerPursuant to the Original Loan Agreement, the Administrative AgentLenders have made advances of the loans for the purposes described therein in the amount of $86,061,835.70 and Borrower will, as of the Closing Date, prepay the loan such that the outstanding principal balance as of the Closing Date will be $86,000,000.00. D. Borrower has represented to the Lenders that the Borrower has completed construction of the Improvements (as defined in the Original Acquisition and Project Loan Agreement) and requested that the Lenders amend, reduce and restate and consolidate the Original Loan Agreement to, among other things, extend the maturity date and reflect that no further amounts will be advanced under the Original Loan Agreement, and the Lenders have amended indicated their willingness to so amend and restated restate and consolidate the Existing Credit Agreement by entering into that certain Amended Original Loan Agreement, on the terms and Restated Credit Agreement dated of even date herewith (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), ---------------- whereby, pursuant to which, the Lenders have agreed to make certain loans to and extend certain credit for the account of the Borrower subject to the limitations conditions set forth in the Credit Agreement. The initial loans under the Credit Agreement have been used by the Borrower to renew, rearrange, modify and extend all amounts outstanding under the Existing Credit Agreementherein. D. The Administrative Agent and the Lenders have conditioned their obligations under the Credit Agreement upon the execution and delivery by Guarantor of this Amended and Restated Guaranty Agreement, and Guarantor has agreed to execute and deliver this Amended and Restated Guaranty Agreement.

I T A L S. A. Pursuant to HealthCor, Inc., a Delaware corporation ("HealthCor"), HealthCor Holdings, Inc., a Delaware corporation ("Holdings", and together with HealthCor, the "Borrowers"), certain lenders (collectively, the "Existing Banks"), and the Existing Banks issuing letters of credit thereunder (in such capacity, the "Existing Issuing Banks") and Texas Commerce Bank National Association, a national banking association, as agent for itself, the Existing Banks and the Existing Issuing Banks (in such capacity, the "Agent") previously entered into that certain Credit Agreement dated as of January 27May 16, 2003, among St. Mary Land & Exploration Company, a Delaware corporation 1996 (hereinafter xxxxxx xhe "Borrower"), the Administrative Agent, and the lenders -------- party thereto (the "Existing Lenders") (such Credit Agreement, as amended and ---------------- supplementedamended, the "Existing Credit Agreement"), the Borrower received certain ------------------------- loans and extensions of credit under a revolving credit facility made available . B. Pursuant to the Borrower under the Existing Credit Agreement, up each of the Guarantors executed and delivered to the aggregate principal amount Agent a Guaranty Agreement dated as of $300,000,000. B. The Existing Lenders conditioned their May 16, 1996, which secured the obligations of the Borrowers under the Existing Credit Agreement upon the execution and delivery by Guarantor of that certain Guaranty Agreement dated as of January 27(collectively, 2003 (the "Existing Guaranty ----------------- AgreementAgreements"). ---------. C. The BorrowerConcurrently herewith the Borrowers, the Administrative Agent, The First National Bank of Chicago, a national banking association, as documentation agent (in such capacity, the "Documentation Agent"), certain lenders (together with any other lenders that may from time to time become a party thereto, the "Banks"), and the Lenders have amended and restated Banks issuing letters of credit thereunder (in such capacity, the Existing Credit Agreement by "Issuing Banks") are entering into that certain Amended and Restated Credit Agreement dated of even date herewith (as the same may be amended, supplemented or otherwise modified from time to time, being hereinafter referred to as the "Credit Agreement"), ---------------- whereby, pursuant to which, the Lenders have agreed to make certain loans to and extend certain credit for the account of the Borrower subject to the limitations set forth in the Credit Agreement. The initial loans under the Credit Agreement have been used by the Borrower to renew, rearrange, modify and extend all amounts outstanding under the Existing Credit Agreement. D. The Administrative Agent parties hereto now desire to amend and restate the Lenders Existing Guaranty Agreements as hereinafter provided and have conditioned agreed, for purposes of clarity and ease of administration, to carry out the agreed upon amendments by amending the pertinent provisions of the Existing Guaranty Agreements and then consolidating and restating the Existing Guaranty Agreements in their obligations under the Credit Agreement upon the execution and delivery entirety by Guarantor means of this Amended and Restated Guaranty Agreement, and Guarantor has agreed to execute and deliver this Amended and Restated Guaranty Agreement.

I T A L S. A. Pursuant to that certain Credit Agreement dated as of January 27, 2003, among St. Mary Land & Exploration Company, a Delaware corporation (hereinafter xxxxxx xhe "Borrower"), the Administrative AgentX. XXX has made, and the lenders -------- party thereto (the "Existing Lenders") (such Credit Agreementmay hereafter make, as amended and ---------------- supplemented, the "Existing Credit Agreement"), the Borrower received certain ------------------------- loans and extensions of credit under a revolving credit facility made available to the Borrower under the Existing Credit Agreement, up to in the aggregate principal amount of U.S. $300,000,0003,000,000 (collectively the "Term Loan") to the Debtor, such Term Loan being evidenced by a promissory note dated April 5, 2000 made by the Debtor to the order of BEW in the principal amount of U.S. $3,000,000 (as from time to time amended, reissued or renewed, and any promissory note issued in substitution therefor, the "Term Note"). B. The Existing Lenders conditioned their obligations under To secure the Existing Credit Agreement upon Term Loan the execution Debtor executed and delivery by Guarantor of that certain Guaranty delivered to BEW a Security Agreement dated as of January 27April 5, 2003 2000 (the "Existing Guaranty ----------------- Security Agreement"). ---------) pursuant to which the Debtor granted to BEW a security interest on the Debtor's rights, title and interest in the property described therein. C. The BorrowerAhold may hereafter make additional loans to the Debtor in an aggregate principal amount not exceeding, together with the Administrative AgentTerm Loan, U.S. $20,000,000 pursuant to, and on the Lenders have amended terms and restated the Existing conditions set forth in, a Credit Agreement by entering into that certain Amended and Restated Credit Agreement dated of even date herewith (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement")) proposed to be entered into by Ahold with the Debtor, ---------------- whereby, pursuant which loans will be used first to which, repay the Lenders have agreed to make certain Term Note and all other indebtedness evidenced by the Term Note (the Term Loan and all loans to and extend certain credit for the account of the Borrower subject to the limitations set forth in the Credit Agreement. The initial loans outstanding under the Credit Agreement have been used by hereinafter collectively referred to as the Borrower to renew, rearrange, modify and extend all amounts outstanding under the Existing Credit Agreement"Loans"). D. To induce BEW and Ahold (collectively and individually hereinafter referred to as the "Secured Party") to make the Loans, the Debtor has agreed to amend and restate the Existing Security Agreement in its entirety pursuant hereto. E. The Administrative Agent and the Lenders have conditioned their obligations under the Credit Agreement upon the execution and delivery by Guarantor the Debtor of this Amended Agreement is one of the conditions to the willingness of the Secured Party to make the balance of the Loans to the Debtor. ACCORDINGLY, in consideration of the foregoing and Restated Guaranty Agreementfor other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and Guarantor has agreed to execute induce the Secured Party to make and deliver this Amended maintain the Loans to the Debtor, the Existing Security Agreement is hereby amended and Restated Guaranty Agreement.restated to read in its entirety as follows:

I T A L S. A. Pursuant The Borrower has requested that the Lenders continue to that certain Credit Agreement dated as of January 27, 2003, among St. Mary Land & Exploration Company, a Delaware corporation (hereinafter xxxxxx xhe "Borrower"), the Administrative Agent, and the lenders -------- party thereto (the "Existing Lenders") (such Credit Agreement, as amended and ---------------- supplemented, the "Existing Credit Agreement"), the Borrower received certain ------------------------- loans and extensions of extend credit under a revolving credit facility made available to the Borrower under the Existing Credit Agreement, up to the aggregate principal amount of $300,000,000Borrower. B. The Existing Lenders conditioned their obligations under the Existing Credit Agreement upon the execution and delivery by Guarantor of that certain Guaranty Agreement dated as of January 27, 2003 (the "Existing Guaranty ----------------- Agreement"). --------- C. The Borrower, the Administrative AgentGuarantors, the Lenders (and certain other financial institutions not party hereto) and the Lenders have amended and restated the Existing Credit Agreement by entering into Agent are currently party to that certain Amended and Restated Credit Agreement dated as of even date herewith February 25, 2002 (as amended, supplemented or otherwise modified from time to time, the "Previous Credit Agreement"). The Borrower hereby requests that certain amendments be made to the Previous Credit Agreement and, ---------------- wherebyfor the sake of clarity and convenience, pursuant that the Previous Credit Agreement be restated as so amended. As part of such amendments to whichthe Previous Credit Agreement, the Borrower has requested that the Lenders have agreed to refinance a portion of the Loans thereunder (the "Previous Loans"), extend the maturity of the credit facilities provided thereby, and make certain loans to other changes thereto, all on and extend certain credit for the account of the Borrower subject to the limitations terms and conditions set forth in below. This Agreement shall become effective, and shall amend and restate the Previous Credit Agreement. The initial loans under , upon the Credit execution of this Agreement have been used by the Borrower to renewBorrower, rearrangethe Guarantors, modify and extend all amounts outstanding under the Existing Credit Agreement. D. The Administrative Agent and the Lenders have conditioned their obligations under and the satisfaction of the conditions precedent contained in Section 7 hereof; and from and after the Effective Date, (i) all references made to the Previous Credit Agreement upon in the execution and delivery by Guarantor of Loan Documents or in any other instrument or document shall, without more, be deemed to refer to this Second Amended and Restated Guaranty Credit Agreement and (ii) the Previous Credit Agreement shall be deemed amended and restated in its entirety hereby. C. The Lenders, upon acceptance of this Agreement in writing and satisfaction of the conditions precedent contained in Section 7 hereof, will continue to lend monies and/or make advances, extensions of credit or other financial accommodations to, on behalf of or for the benefit of the Borrower pursuant hereto, and (i) any Previous Loans which were Revolving Loans under the Previous Credit Agreement and which are not repaid on the Effective Date will automatically, and without further action on the part of the Lenders or the Borrower, become Revolving Loans under this Agreement held ratably in proportion to the several Revolving Credit Commitments of the Lenders hereunder and be evidenced by the Revolving Credit Notes issued under this Agreement, (ii) the Existing Letters of Credit issued and Guarantor has outstanding under the Previous Credit Agreement will automatically, and without further action on the part of the Lenders or the Borrower, become Letters of Credit under this Agreement in which the Lenders shall hold Participating Interests ratably according to their several Revolving Credit Commitments hereunder, and (iii) any portion of the Previous Loans which was evidenced by the Term Loan under the Previous Credit Agreement and is not repaid on the Effective Date will automatically, and without further action on the part of the Lenders or the Borrower, become a portion of the Term Loan under this Agreement held ratably in proportion to the several Term Loan Commitments of the Lenders hereunder and be evidenced by the Term Notes issued under this Agreement. Any Previous Loans under the Previous Credit Agreement which are repaid on the Effective Date will be paid to the holders of the Notes issued under the Previous Credit Agreement in such proportions as shall be necessary to (x) repay in full the Previous Loans held by holders of the Notes issued under the Previous Credit Agreement which are not Lenders hereunder and (y) allow such Loans remaining outstanding hereunder to be held by the Lenders hereunder in the proportions described in the immediately preceding sentence; provided that, if so agreed to execute by the Borrower and deliver the Agent, Swing Loans outstanding on the Effective Date will become Swing Loans under this Amended Agreement and Restated Guaranty be evidenced by the Swing Line Notes issued under this Agreement.

I T A L S. A. Pursuant to that certain The Revolving Borrower has entered into a Credit Agreement Agreement, dated as of January 27June 30, 2003, among St. Mary Land & Exploration Company, a Delaware corporation (hereinafter xxxxxx xhe "Borrower"), the Administrative Agent, and the lenders -------- party thereto (the "Existing Lenders") (such Credit Agreement1994, as amended and ---------------- supplementedrestated as of September 29, 1994 and as amended and restated as of October 4, 1995, with Bank of America National Trust and Savings Association, as the Administrative Co-Agent and Collateral Co-Agent and certain of the Lenders (the "Existing Credit AgreementORIGINAL CREDIT AGREEMENT"), the Borrower received certain ------------------------- loans and extensions of credit under a revolving credit facility made available to the Borrower under the Existing Credit Agreement, up to the aggregate principal amount of $300,000,000. B. The Existing Lenders conditioned their obligations under Revolving Borrower is engaged directly and through its various Subsidiaries in the Existing Credit Agreement upon the execution and delivery by Guarantor Lines of that certain Guaranty Agreement dated Business (as of January 27, 2003 (the "Existing Guaranty ----------------- Agreement"defined herein). ---------. C. The Borrower, the Administrative Agent, and the Lenders have amended and restated the Existing Credit Agreement by entering into that certain Amended and Restated Credit Agreement dated of even date herewith (as amended, supplemented or otherwise modified Revolving Borrower and/or its Subsidiaries may from time to timetime make Approved Acquisitions (as defined herein). D. Under the Original Credit Agreement, the "Credit Agreement"), ---------------- whereby, Revolving Borrower has obtained commitments from the Lenders which are parties thereto pursuant to which, (a) Revolving Loans will be made to the Lenders have agreed Revolving Borrower from time to make certain loans time prior to and extend certain credit the Commitment Termination Date; and (b) Letters of Credit will be issued by an Issuer for the account of the Revolving Borrower and under the several responsibilities of the Lenders from time to time prior to the Commitment Termination Date. E. In connection with the acquisition of all the issued and outstanding capital stock of the Term Borrower, the Revolving Borrower has requested the Co- Agents and the Lenders to amend and restate the Original Credit Agreement to provide, among other things, for: (a) Term Loans to be made to the Term Borrower; (b) The Revolving Borrower to guaranty such Term Loans; (c) The Term Borrower to incur Indebtedness in an amount up to U.S. $20,000,000 or its Dollar Equivalent (as defined herein) pursuant to a Qualified Working Capital Facility (as defined herein) and to pledge its assets to secure such Indebtedness; and (d) Such other changes, all on the terms and conditions set forth herein. F. The Lenders are willing, on the terms and subject to the limitations conditions hereinafter set forth in (including ARTICLE VI), to so amend and restate the Credit Agreement. The initial loans under the Credit Agreement have been used by the Borrower to renew, rearrange, modify and extend all amounts outstanding under the Existing Original Credit Agreement. D. G. The Administrative Agent proceeds of Revolving Loans and Letters of Credit have been and will be used to finance Approved Acquisitions (as defined herein) and for general corporate purposes of the Revolving Borrower other than Restricted Payments and the Lenders have conditioned their obligations under proceeds of Term Loans will be used to refinance Indebtedness of the Credit Agreement upon Term Borrower to the execution Revolving Borrower incurred in connection with the acquisition by the Revolving Borrower of all the issued and delivery by Guarantor outstanding stock of this Amended and Restated Guaranty Agreement, and Guarantor has agreed to execute and deliver this Amended and Restated Guaranty Agreementthe Term Borrower.