Common use of Term Loan A Facility Clause in Contracts

Term Loan A Facility. A first lien “second-out” term loan facility in an aggregate principal amount equal to up to $65 million (the “Term Loan A Facility,” the loans thereunder, the “Tranche A Term Loans” and the Lenders thereunder, the “Term Loan A Lenders”). Pursuant to the Plan, the DIP Electing Lenders, as part of the treatment of their obligations under the Plan, shall become Term Loan A Lenders on the Plan Effective Date in respect of Tranche A Term Loans deemed made by such Term Loan A Lenders on the Plan Effective Date as “roll-up” paper (or similar) in an amount equal to the lesser of (i) such Term Loan A Lender’s Revolving Commitment Amount and (ii) such Term Loan A Lender’s Commitment in respect of New Money Loans (as such terms are defined in the DIP Credit Agreement). The Term Loan A Facility shall be secured in a manner pari passu with the Revolving Facility on a “second-out” basis. (c) Term Loan B Facility. A first lien “last-out” term loan facility in an aggregate principal amount equal to $350 million minus the amount of the Term Loan A Facility (the “Term Loan B Facility,” the loans thereunder, the “Tranche B Term Loans” and the Lenders thereunder, the “Term Loan B Lenders”). Pursuant to the Plan, the Prepetition Lenders, as part of the treatment of their obligations under the Plan, shall become Term Loan B Lenders on the Plan Effective Date in respect of Tranche B Term Loans deemed made by such Term Loan B Lenders on the Plan Effective Date as “take-back” paper (or similar) in an amount equal to such Term Loan B Lender’s pro rata share of the amount of the Term Loan B Facility. The Term Loan B Facility shall be secured in a manner pari passu with the Revolving Facility on a “last-out” basis. Without limiting the payment priority set forth in the mandatory and optional prepayment provisions below, all proceeds of Collateral (as defined below) after the occurrence and during the continuance of an Event of Default shall be allocated first, to pay all amounts outstanding under the Revolving Facility (including, without limitation, interest, principal, fees and cash-collateralization of Letters of Credit (as defined below)), second, to pay amounts outstanding under the Term Loan A Facility and third to pay amounts outstanding under the Term Loan B Facility.The Revolving Facility will include a sub-facility for standby letters of credit (each, a “Letter of Credit”) in the aggregate principal amount not to exceed the lesser of (x) the Maximum Revolving Commitments, (y) the then-effective Borrowing Base, and (z) $5 million. For the avoidance of doubt, conditions to effectiveness of the Facilities (“Conditions to Effectiveness of Facilities”) shall include the following: (x) the conditions under the headings “Conditions to Closing” and “Conditions to All Extensions of Credit” below; (y) entry of an order by the Bankruptcy Court confirming the Plan, which shall be in form and substance reasonably satisfactory to the Agents (the “Confirmation Order”); and (z) the occurrence of the Plan Effective Date. Any assignment under the First-Out Facility shall be required to include a proportional amount of both the Revolving Facility and the Term Loan A Facility. 72

Term Loan A Facility. A first lien “second-out” term loan facility in an aggregate principal amount equal to up to $65 million (the “Term Loan A Facility,” the loans thereunder, the “Tranche A Term Loans” and the Lenders thereunder, the “Term Loan A Lenders”). Pursuant to the Plan, the DIP Electing Lenders, as part of the treatment of their obligations under the Plan, shall become Term Loan A Lenders on the Plan Effective Date in respect of Tranche A Term Loans deemed made by such Term Loan A Lenders on the Plan Effective Date as “roll-up” paper (or similar) in an amount equal to the lesser of (i) such Term Loan A Lender’s Revolving Commitment Amount and (ii) such Term Loan A Lender’s Commitment in respect of New Money Loans (as such terms are defined in the DIP Credit Agreement). The Term Loan A Facility shall be secured in a manner pari passu with the Revolving Facility on a “second-out” basis. (c) Term Loan B Facility. A first lien “last-out” term loan facility in an aggregate principal amount equal to $350 million minus the amount of the Term Loan A Facility (the “Term Loan B Facility,” the loans thereunder, the “Tranche B Term Loans” and the Lenders thereunder, the “Term Loan B Lenders”). Pursuant to the Plan, the Prepetition Lenders, as part of the treatment of their obligations under the Plan, shall become Term Loan B Lenders on the Plan Effective Date in respect of Tranche B Term Loans deemed made by such Term Loan B Lenders on the Plan Effective Date as “take-back” paper (or similar) in an amount equal to such Term Loan B Lender’s pro rata share of the amount of the Term Loan B Facility. The Term Loan B Facility shall be secured in a manner pari passu with the Revolving Facility on a “last-out” basis. Without limiting the payment priority set forth in the mandatory and optional prepayment provisions below, all proceeds of Collateral (as defined below) after the occurrence and during the continuance of an Event of Default shall be allocated first, to pay all amounts outstanding under the Revolving Facility (including, without limitation, interest, principal, fees and cash-collateralization of Letters of Credit (as defined below)), second, to pay amounts outstanding under the Term Loan A Facility and third to pay amounts outstanding under the Term Loan B Facility.The Revolving Facility will include a sub-facility for standby letters of credit (each, a “Letter of Credit”) in the aggregate principal amount not to exceed the lesser of (x) the Maximum Revolving Commitments, (y) the then-effective Borrowing Base, and (z) $5 million. For the avoidance of doubt, conditions to effectiveness of the Facilities (“Conditions to Effectiveness of Facilities”) shall include the following: (x) the conditions under the headings “Conditions to Closing” and “Conditions to All Extensions of Credit” below; (y) entry of an order by the Bankruptcy Court confirming the Plan, which shall be in form and substance reasonably satisfactory to the Agents (the “Confirmation Order”); and (z) the occurrence of the Plan Effective Date. Any assignment under the First-Out Facility shall be required to include a proportional amount of both the Revolving Facility and the Term Loan A Facility. 72Amortization: There shall be no amortization of Revolving Loans or Tranche B Term Loans. Commencing with the first full fiscal quarter following the Closing Date, the Tranche A Term Loans shall be repaid in equal quarterly installments of 1.00% per annum of the original principal amount of the Tranche A Term Loans on each December 31, March 31, June 30 and September 30, with the balance payable on the Term Loan A Maturity Date. Borrowing Base and Borrowing Base Redetermination: Availability under the Revolving Facility shall be subject to a reducing borrowing base (the “Borrowing Base”), which shall be initially determined and periodically redetermined (each such redetermination a “Borrowing Base Redetermination”) and reduced as set forth below.On the Plan Effective Date, the initial Borrowing Base shall be deemed to equal $65 million. Thereafter, a Borrowing Base Redetermination shall occur on each April 1 and October 1 commencing on April 1, 2020 (the “First Scheduled Redetermination Date”).Interim Borrowing Base Redeterminations shall be implemented (a) upon the request of the First-Out Agent or the requisite Lenders (“Lender Wild Card Redetermination”), or (b) after the First Scheduled Redetermination Date, upon the request of the Borrower; provided that (i) that there shall be no Lender Wild Card Redetermination prior to the First Scheduled Redetermination Date, (ii) there shall be no more than one Lender Wild Card Redetermination between each scheduled Borrowing Base Redetermination, and (iii) there shall be no more than one interim Borrowing Base Redetermination made at the request of the Borrower between each scheduled Borrowing Base Xxxxxxxxxxxxxxx.Xx the event the total outstanding balance of the Revolving Loans and other revolving credit exposure is greater than the then-effective Borrowing Base (such excess, a “Borrowing Base Deficiency”) as a result of a Borrowing Base Redetermination, the Borrower shall, within 15 days after notice from First-Out Agent of such Borrowing Base Deficiency, notify First-Out Agent of the Borrower’s election to exercise one, or a combination of, the following options in order to cure such Borrowing Base Deficiency: (a) repay the Borrowing Base Deficiency in a single lump sum for application to the Revolving Loans and other revolving credit exposure or (b) repay the Borrowing Base Deficiency in six monthly installments equal to one-sixth of such Borrowing Base Deficiency with the first such installment due 30 days after notice from First-Out Agent of such Borrowing Base Deficiency and each following installment due 30 days after the preceding installment for application to the Revolving Loans and other revolving credit exposure. Mandatory Borrowing Base Reductions Any disposition of Oil and Gas Properties (as defined in the Prepetition Credit Agreement) (including through casualty and condemnation) and the net effect of hedge modifications and early terminations of xxxxxx shall result in an automatic reduction of the Borrowing Base in an amount equal to 75% of the net cash proceeds received by the applicable Loan Party in connection with such disposition, hedge modification or hedge termination, with a corresponding permanent reduction in the Maximum Revolving Commitments.

Term Loan A Facility. A first lien “second-out” term loan facility in an aggregate principal amount equal (a) Upon and subject to up the terms and conditions hereof, each Term Lender agrees to $65 million make available, from time to time, until the applicable Term Loan Commitment Termination Date, for Borrower's use and upon the request of Borrower therefor to Agent, its Pro Rata Share of advances (the “each, a "Term Loan A Facility,” the loans thereunder, the “Tranche A Term Loans” and the Lenders thereunder, the “----------- Advance") to finance Eligible Acquisitions. The amount of Term Loan A Lenders”). Pursuant Advances ------- made to the Plan, the DIP Electing Lenders, as part of the treatment of their obligations under the Plan, finance any Eligible Acquisition shall become Term Loan A Lenders on the Plan Effective Date in respect of Tranche A Term Loans deemed made by such Term Loan A Lenders on the Plan Effective Date as “roll-up” paper equal fifty percent (or similar50%) in an amount equal to the lesser of (i) such Term Loan A Lender’s Revolving Commitment Amount and (ii) such Term Loan A Lender’s Commitment in respect of New Money Loans (as such terms are defined in the DIP Credit Agreement). The Term Loan A Facility shall be secured in a manner pari passu with the Revolving Facility on a “second-out” basis. (c) Term Loan B Facility. A first lien “last-out” term loan facility in an aggregate principal amount equal to $350 million minus the amount of the Term Loan A Facility (the “Term Loan B Facility,” the loans thereunder, the “Tranche B Term Loans” and the Lenders thereunder, the “Term Loan B Lenders”). Pursuant to the Plan, the Prepetition Lenders, as part of the treatment of their obligations under the Plan, shall become Term Loan B Lenders on the Plan Effective Date in respect of Tranche B Term Loans deemed made by such Term Loan B Lenders on the Plan Effective Date as “take-back” paper (or similar) in an amount equal to such Term Loan B Lender’s pro rata share of the amount of the purchase price being financed hereunder, provided, however, that -------- ------- if the full amount of Term Loan B Facilityhas been advanced hereunder, the amount of Term Loan A Advances made to finance any Eligible Acquisition may equal up to one hundred percent (100%) of the purchase price being financed hereunder. The aggregate amount of each Lender's Term Loan B Facility A Advances shall not at any time exceed its separate Term Loan A Commitment. The obligations of each Lender hereunder shall be several and not joint. Each Term Loan A Advance shall be secured by all of the Collateral. Each Lender's Term Loan A Commitment shall be permanently reduced by the amount of each Term Loan A Advance made by it hereunder, and Borrower may not reborrow any amount repaid with respect to any Term Loan A Advance; provided, however, that for the purposes of this sentence, -------- ------- the incurrence by a Term Lender of a Term Loan Letter of Credit Obligation shall constitute a Term Loan A Advance only to the extent such Lender actually funds any amounts pursuant to such Term Loan Letter of Credit Obligation that are not in a manner pari passu due course repaid in accordance with the terms and conditions generally applicable to Revolving Facility Credit Advances. Reference is hereby made to Annex G ------- for a description of the limits on a “last-out” basis. Without limiting the payment priority set forth in the mandatory and optional prepayment provisions below, all proceeds of Collateral (as defined below) after the occurrence and during the continuance of an Event of Default shall be allocated first, to pay all amounts outstanding under the Revolving Facility (including, without limitation, interest, principal, fees and cash-collateralization of Letters of Credit (as defined below)), second, to pay amounts outstanding under the Term Loan A Facility and third to pay amounts outstanding under the Term Loan B Facility.The Revolving Facility will include a sub-facility for standby letters of credit (each, a “Letter of Credit”) in the aggregate principal amount not to exceed the lesser of (x) the Maximum Revolving Commitments, (y) the then-effective Borrowing Base, and (z) $5 million. For the avoidance of doubt, conditions to effectiveness of the Facilities (“Conditions to Effectiveness of Facilities”) shall include the following: (x) the conditions under the headings “Conditions to Closing” and “Conditions to All Extensions of Credit” below; (y) entry of an order by the Bankruptcy Court confirming the Plan, which shall be in form and substance reasonably satisfactory to the Agents (the “Confirmation Order”); and (z) the occurrence of the Plan Effective Date. Any assignment under the First-Out Facility shall be required to include a proportional amount of both the Revolving Facility and the Term Loan A Facility. 72Credit Obligations.

Term Loan A Facility. A first lien “second-out” term loan facility in an aggregate principal amount equal to up to $65 million (the “Term Loan A Facility,” the loans thereunder, the “Tranche A Term Loans” and the Lenders thereunder, the “Term Loan A Lenders”). Pursuant to the Plan, the DIP Electing Lenders, as part of the treatment of their obligations under the Plan, shall become Term Loan A Lenders on the Plan Effective Date in respect of Tranche A Term Loans deemed made by such Term Loan A Lenders on the Plan Effective Date as “roll-up” paper (or similar) in an amount equal to the lesser of (i) such Term Loan A Lender’s Revolving Commitment Amount and (ii) such Term Loan A Lender’s Commitment in respect of New Money Loans (as such terms are defined in the DIP Credit Agreement). The Term Loan A Facility shall be secured in a manner pari passu with the Revolving Facility on a “second-out” basis. (c) Term Loan B Facility. A first lien “last-out” term loan facility in an aggregate principal amount equal to $350 million minus the amount of the Term Loan A Facility (the “Term Loan B Facility,” the loans thereunder, the “Tranche B Term Loans” and the Lenders thereunder, the “Term Loan B Lenders”). Pursuant to the Plan, the Prepetition Lenders, as part of the treatment of their obligations under the Plan, shall become Term Loan B Lenders on the Plan Effective Date in respect of Tranche B Term Loans deemed made by such Term Loan B Lenders on the Plan Effective Date as “take-back” paper (or similar) in an amount equal to such Term Loan B Lender’s pro rata share of the amount of the Term Loan B Facility. The Term Loan B Facility shall be secured in a manner pari passu with the Revolving Facility on a “last-out” basis. Without limiting the payment priority set forth in the mandatory and optional prepayment provisions below, all proceeds of Collateral (as defined below) after the occurrence and during the continuance of an Event of Default shall be allocated first, to pay all amounts outstanding under the Revolving Facility (including, without limitation, interest, principal, fees and cash-collateralization of Letters of Credit (as defined below)), second, to pay amounts outstanding under the Term Loan A Facility and third to pay amounts outstanding under the Term Loan B Facility.The Revolving Facility will include a sub-facility for standby letters of credit (each, a “Letter of Credit”) in the aggregate principal amount not to exceed the lesser of (x) the Maximum Revolving Commitments, (y) the then-effective Borrowing Base, and (z) $5 million. For the avoidance of doubt, conditions to effectiveness of the Facilities (“Conditions to Effectiveness of Facilities”) shall include the following: (x) the conditions under the headings “Conditions to Closing” and “Conditions to All Extensions of Credit” below; (y) entry of an order by the Bankruptcy Court confirming the Plan, which shall be in form and substance reasonably satisfactory to the Agents (the “Confirmation Order”); and (z) the occurrence of the Plan Effective Date. Any assignment under the First-Out Facility shall be required to include a proportional amount of both the Revolving Facility and the Term Loan A Facility. 7282