0001104659-15-072196 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 22nd, 2015 • Warren Resources Inc • Crude petroleum & natural gas • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is executed as of the 22nd day of October, 2015 (the “Execution Date”), and is among Warren Resources, Inc., a Maryland corporation (the “Company”) and the funds listed on the signature pages hereof (the “Funds”). Each of the Funds and the Company are each referred to as a “Party” and collectively referred to as the “Parties.”

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AMENDMENT NO. 1 TO CREDIT AGREEMENT
Credit Agreement • October 22nd, 2015 • Warren Resources Inc • Crude petroleum & natural gas • New York

CREDIT AGREEMENT dated as of May 22, 2015 among Warren Resources, Inc., a Maryland corporation, as Borrower, the financial institutions or other entities from time to time parties hereto, each as a lender (collectively, the “Lenders” and individually, a “Lender”), and Wilmington Trust, National Association, as Administrative Agent.

SECOND LIEN CREDIT AGREEMENT DATED AS OF OCTOBER 22, 2015 AMONG WARREN RESOURCES, INC.,
Second Lien Credit Agreement • October 22nd, 2015 • Warren Resources Inc • Crude petroleum & natural gas • New York

SECOND LIEN CREDIT AGREEMENT dated as of October 22, 2015 among Warren Resources, Inc., a Maryland corporation, as Borrower, the financial institutions or other entities from time to time parties hereto, each as a lender (collectively, the “Lenders” and individually, a “Lender”), and Cortland Products Corp., a Delaware corporation, as Administrative Agent.

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