A. The Borrower, the Administrative Agent and the Lenders are parties to that certain Credit Agreement dated as of December 19, 2016 (as amended or otherwise modified from time to time to date pursuant to the terms thereof, the “Credit Agreement”), pursuant to which the Lenders have, subject to the terms and conditions set forth therein, made certain credit available to and on behalf of the Borrower.

B. The Borrower has requested, among other things, the amendment of certain terms of the Credit Agreement as set forth herein, to be effective as of the Fifth Amendment Effective Date.

C. The Lenders have agreed to redetermine and increase the Borrowing Base to $1,300,000,000 effective as of the Fifth Amendment Effective Date.

D. The Borrower has requested that certain Lenders agree to increase their Elected Commitments so that the Aggregate Elected Commitment Amounts are increased to $1,300,000,000 effective as of the Fifth Amendment Effective Date.

E. Credit Agricole Corporate and Investment Bank (the “Exiting Lender”), by its execution of this Fifth Amendment, will cease to be a Lender for all purposes under the Credit Agreement and the other Loan Documents.

F. Subject to and upon the terms and conditions set forth herein, the undersigned Lenders have agreed to enter into this Fifth Amendment to amend certain provisions of the Credit Agreement as more specifically provided for herein.

Section 1. Defined Terms.  Each capitalized term which is defined in the Credit Agreement, but which is not defined in this Fifth Amendment, shall have the meaning ascribed to such term in the Credit Agreement, as amended hereby.  Unless otherwise indicated, all section references in this Fifth Amendment refer to the Credit Agreement, as amended hereby.

Section 2. Fifth Amendment Effective Date Amendments to Credit Agreement.  In reliance on the representations, warranties, covenants and agreements contained in this Fifth Amendment, and subject to the satisfaction of the conditions precedent set forth in Section 5 hereof, the Credit Agreement shall be amended effective as of the Fifth Amendment Effective Date in the manner provided in this Section 2.

2.1 Amendments to Section 1.02.

(a) The following definitions are hereby amended and restated as follows:

Total Commitments Utilization Grid

Total Commitments Utilization Percentage

<25%

≥25% <50%

≥50% <75%

≥75% <90%

≥90%

Eurodollar Loans

1.500%

1.750%

2.000%

2.250%

2.500%

LIBOR Market Index Loans

1.500%

1.750%

2.000%

2.250%

2.500%

ABR Loans

0.500%

0.750%

1.000%

1.250%

1.500%

Commitment Fee Rate

0.375%

0.375%

0.500%

0.500%

0.500%

(b) The following definitions are hereby added where alphabetically appropriate to read as follows:

2.2 Amendments to Section 1.04. Section 1.04 is hereby amended by adding the following language at the end of Section 1.04:

2.3 Amendments to Article I. Article I is hereby amended by adding a new Section 1.06 to read as follows:

2.4 Amendments to Section 2.08. Section 2.08 is hereby amended by adding a new Section 2.08(m) to read as follows:

2.5 Amendments to Section 8.14. Section 8.14 is hereby amended by:

(a) replacing the reference to “(or similar event)” in Section 8.14(b) with “(or similar event, including a division)”; and

(b) replacing the reference to “(or similar event)” in Section 8.14(c) with “(or similar event, including a division)”.

2.6 Amendments to Section 9.05. Section 9.05 is hereby amended by:

(a) adding the words “(including any Investment that is effected through the division of a Person except to the extent that any Person created as the result of such division is, at the time of such division, either (i) (x) designated as a Restricted Subsidiary and (y) Section 8.14(b) and Section 8.14(c) are complied with at the time of such division, without reliance on the 20 Business Day grace periods in such Sections, or (ii) designated an Unrestricted Subsidiary in compliance with Section 9.05(h) and Section 9.24)” after the first reference to the word “Investments” in Section 9.05; and

(b) deleting the word “and” from the end of subsection (h) therein and replacing subsection (i) therein with the following:

2.7 Amendment to Section 9.11. Section 9.11 is hereby amended and restated in its entirety to read as follows:

2.8 Amendment to Section 9.12. Section 9.12 is hereby amended by adding the words “(including any transfer that is effected through the division of a Person; provided that, a division of a Loan Party pursuant to Section 18-217 of the Delaware Limited Liability Company Act (or any corresponding provision of any successor statute thereof) that is permitted under and in accordance with Section 9.05, shall not be restricted by this Section 9.12)” after the first reference to the word “Property” in Section 9.12.

2.9 Amendment to Section 9.14. Section 9.14 is hereby amended by replacing the reference therein to “Section 9.05(i)” with “Section 9.05(j)”.

2.10 Amendments to Section 9.24. Section 9.24(b) and Section 9.24(c) are hereby amended by replacing each reference therein to “Section 9.05(i)” with “Section 9.05(j)”.

2.11  Replacement of Annex I on the Fifth Amendment Effective Date. 

(a) Annex I to the Credit Agreement is hereby replaced in its entirety with Annex I attached hereto and Annex I attached hereto shall be deemed to be attached as Annex I to the Credit Agreement.  After giving effect to this Fifth Amendment and any Borrowings made on

the Fifth Amendment Effective Date, (i) the Revolving Credit Exposure and the principal amount of Loans held by the Exiting Lender shall be $0.00, (ii) each Lender who holds Loans in an aggregate amount less than its Applicable Percentage (after giving effect to this Fifth Amendment) of all Loans shall advance new Loans which shall be disbursed to the Administrative Agent and used to repay Loans outstanding to each Lender who holds Loans in an aggregate amount greater than its Applicable Percentage of all Loans (or in the case of the Exiting Lender, in an amount greater than $0.00), (iii) each Lender’s participation in each Letter of Credit (after giving effect to this Fifth Amendment), if any, shall be automatically adjusted to equal its Applicable Percentage (or in the case of the Exiting Lender, adjusted to equal $0.00) and (iv) such other adjustments shall be made as the Administrative Agent shall specify so that the Revolving Credit Exposure applicable to each Lender equals its Applicable Percentage (after giving effect to this Fifth Amendment) of the aggregate Revolving Credit Exposure of all Lenders (or in the case of the Exiting Lender, adjusted to equal $0.00).

(b) The Administrative Agent, the Issuing Banks and the Borrower hereby consent to the reallocations and payments pursuant to this Section 2.11 and waive the delivery of an Assignment and Assumption and any other condition to the effectiveness of the foregoing reallocations and payments.  The Administrative Agent hereby consents to a one-time waiver of the $3,500 processing and recordation fee that would otherwise be payable pursuant to Section 12.04(b)(ii)(C) if the reallocations and payments provided for herein were structured as assignments by Lenders receiving such payments to Lenders making such payments.  Each existing Lender waives any break-funding payments otherwise payable under Section 5.02 in connection with the repayment of any Loans in accordance with this Section 2.11.

Section 3. Aggregate Elected Commitment Amounts.  Pursuant to Section 2.06(c), the Aggregate Elected Commitment Amounts shall be increased to $1,300,000,000, effective as of the Fifth Amendment Effective Date, and the Borrower and the Lenders agree and acknowledge that the Elected Commitment of each Lender shall be as more particularly set forth on Annex I attached hereto and that each Lender whose Elected Commitment after giving effect to the Fifth Amendment will be greater than such Lender’s Elected Commitment immediately prior to giving effect to the Fifth Amendment shall be deemed to have executed and delivered Exhibit H attached to the Credit Agreement pursuant to the terms thereof.

Section 4. Borrowing Base Redetermination.  Pursuant to Section 2.07, the Administrative Agent and the Lenders agree that for the period from and including the Fifth Amendment Effective Date to but excluding the next Redetermination Date, the amount of the Borrowing Base shall be equal to $1,300,000,000. Notwithstanding the foregoing, the Borrowing Base may be subject to further adjustments from time to time pursuant to Section 2.07(e) or Section 2.07(f) or Section 8.13(c).  For the avoidance of doubt, the redetermination herein shall constitute the October 1, 2018 Scheduled Redetermination and the next Scheduled Redetermination shall be the April 1, 2019 Scheduled Redetermination.

Section 5. Conditions Precedent.  The effectiveness of this Fifth Amendment is subject to the following:

5.1 The Administrative Agent shall have received counterparts (in such number as may be requested by the Administrative Agent) of this Fifth Amendment from the Borrower, each

Guarantor and each Lender (including the Exiting Lender).

5.2 The Administrative Agent shall have received from the relevant Loan Parties duly executed and notarized mortgages and/or mortgage supplements or amendments in form and substance reasonably satisfactory to the Administrative Agent so that, after giving effect to the recording of such mortgages, mortgage supplements and/or amendments, the Administrative Agent shall be reasonably satisfied that it has first priority, perfected Liens (subject only to Excepted Liens identified in clauses (a) to (d) and (f) of the definition thereof, but subject to the provisos at the end of such definition) on at least 85% of the total value (as determined by the Administrative Agent based on the present value of the Proved Reserves attributable thereto using a 9% discount rate) of the Oil and Gas Properties evaluated in the Reserve Report most recently delivered pursuant to Section 8.12(a).

5.3 The Administrative Agent shall have received from the Borrower title information setting forth the status of title to at least 85% of the total value (as determined by the Administrative Agent based on the present value of the Proved Reserves attributable thereto using a 9% discount rate) of the Oil and Gas Properties evaluated in the Reserve Report most recently delivered pursuant to Section 8.12(a).

5.4 No Default or Borrowing Base Deficiency shall have occurred and be continuing as of the date hereof after giving effect to the terms of this Fifth Amendment.

5.5 The Administrative Agent shall have received all fees and other amounts due and payable to the Administrative Agent or any Lenders in connection with this Fifth Amendment.

5.6 The Administrative Agent shall have received duly executed Notes payable to each Lender requesting a Note in a principal amount equal to its Maximum Credit Amount (as amended by this Fifth Amendment) dated as of the date hereof.

5.7 The Administrative Agent shall have received such other documents as the Administrative Agent or its special counsel may reasonably require.

Section 6. Return of Promissory Notes. Promptly upon receipt of any replacement Note under Section 5.6 hereof, each Lender shall return to the Administrative Agent (for delivery to the Borrower for cancellation) any other Note in such Lender’s possession that was previously delivered to such Lender under the Credit Agreement.  Promptly after receipt of repayment of its Loans, the Exiting Lender shall return to the Administrative Agent (for delivery to the Borrower for cancellation) any Note in the Exiting Lender’s possession that was previously delivered to the Exiting Lender under the Credit Agreement.

Section 7. Miscellaneous.

7.1 Confirmation and Effect.  The provisions of the Credit Agreement (as amended by this Fifth Amendment) shall remain in full force and effect in accordance with its terms following the Fifth Amendment Effective Date, and this Fifth Amendment shall not constitute a waiver of any provision of the Credit Agreement or any other Loan Document, except as expressly provided for herein.  Each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof’, “herein”, or words of like import shall mean and be a reference to the Credit Agreement as amended hereby, and each reference to the Credit Agreement in any other document, instrument or agreement executed and/or delivered in connection with the Credit Agreement shall mean and be a reference to the Credit Agreement as amended hereby.

7.2 No Waiver.Neither the execution by the Administrative Agent or the Lenders of this Fifth Amendment, nor any other act or omission by the Administrative Agent or the Lenders or their officers in connection herewith, shall be deemed a waiver by the Administrative Agent or the Lenders of any Defaults or Events of Default which may exist, which may have occurred prior to the date of the effectiveness of this Fifth Amendment or which may occur in the future under the Credit Agreement and/or the other Loan Documents.  Similarly, nothing contained in this Fifth Amendment shall directly or indirectly in any way whatsoever either: (a) impair, prejudice or otherwise adversely affect the Administrative Agent’s or the Lenders’ right at any time to exercise any right, privilege or remedy in connection with the Loan Documents with respect to any Default or Event of Default, (b) except as expressly provided herein, amend or alter any provision of the Credit Agreement, the other Loan Documents, or any other contract or instrument, or (c) constitute any course of dealing or other basis for altering any obligation of the Borrower or any right, privilege or remedy of the Administrative Agent or the Lenders under the Credit Agreement, the other Loan Documents, or any other contract or instrument. 

7.3 Ratification and Affirmation of Credit Parties.  Each Credit Party hereby expressly (i) acknowledges the terms of this Fifth Amendment, (ii) ratifies and affirms its obligations under the Guaranty Agreement, the Security Agreement and the other Loan Documents to which it is a party, (iii) acknowledges, renews and extends its continued liability under the Guaranty Agreement, the Security Agreement and the other Loan Documents to which it is a party, (iv) agrees that its guarantee under the Guaranty Agreement and its pledge of collateral under the Security Agreement and any of its obligations under the other Loan Documents to which it is a party remain in full force and effect with respect to the Indebtedness as amended hereby, (v) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Person contained in the Credit Agreement (as amended by this Fifth Amendment) and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and after giving effect to this Fifth Amendment except (A) to the extent any such representations and warranties are expressly limited to an earlier date, in which case such representations and warranties shall continue to be true and correct as of such specified earlier date, and (B) to the extent that any such representation and warranty is expressly qualified by reference to materiality, a Material Adverse Effect or similar qualification, in which case such representations and warranties shall be true and correct in all respects, (vi) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Person of this Fifth Amendment are within such Person’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Fifth Amendment constitutes the valid and binding obligation of such Person enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization,

moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law, and (vii) represents and warrants to the Lenders and the Administrative Agent that, after giving effect to this Fifth Amendment, no Default or Event of Default exists.

7.4 Counterparts.  This Fifth Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  Delivery of an executed counterpart of a signature page of this Fifth Amendment by facsimile or other electronic transmission (e.g., .pdf) shall be effective as delivery of a manually executed counterpart of this Fifth Amendment.

7.5 No Oral Agreement.  This written Fifth Amendment, the Credit Agreement and the other Loan Documents executed in connection herewith and therewith represent the final agreement between the parties hereto and thereto and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties.  There are no unwritten oral agreements between the parties.

7.6 Governing Law.  This Fifth Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

7.7 Payment of Expenses.  The Borrower agrees to pay or reimburse the Administrative Agent for all of its reasonable and documented out-of-pocket costs and expenses incurred in connection with this Fifth Amendment in accordance with Section 12.03.

7.8 Severability.  Any provision of this Fifth Amendment or any other Loan Document held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof or thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

7.9 Successors and Assigns.  This Fifth Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns (in each case, as permitted by Section 12.04).

7.10 Loan Document.  This Fifth Amendment shall constitute a “Loan Document” under and as defined in Section 1.02.

7.11 Exiting Lender.  The Exiting Lender hereby (a) consents to this Fifth Amendment as required under Section 12.02(b) of the Credit Agreement and (b) acknowledges and agrees to Section 2.11 hereof.  Each of the parties hereto hereby agrees and confirms that immediately after giving effect to Section 2.11 hereof, the Exiting Lender’s Maximum Credit Amount shall be $0.00, the Exiting Lender’s Commitments to lend and all obligations under the Credit Agreement shall be terminated, and the Exiting Lender shall cease to be a Lender for all purposes under the Loan Documents.

By:

/s/ Andrew J. Cozby

Name:

Andrew J. Cozby

Title:

Executive Vice President and Chief Financial Officer

By:

/s/ Andrew J. Cozby

Name:

Andrew J. Cozby

Title:

Executive Vice President and Chief Financial Officer

By:

/s/ Andrew J. Cozby

Name:

Andrew J. Cozby

Title:

Executive Vice President and Chief Financial Officer

By:

/s/ Andrew J. Cozby

Name:

Andrew J. Cozby

Title:

Executive Vice President and Chief Financial Officer

By:

/s/ Andrew J. Cozby

Name:

Andrew J. Cozby

Title:

Executive Vice President and Chief Financial Officer

By:

/s/ Melina Mackey

Name:

Melina Mackey

Title:

Vice President

By:

/s/ Gumaro Tijerina

Name:

Gumaro Tijerina

Title:

Managing Director

By:

/s/ Raza Jafferi

Name:

Raza Jafferi

Title:

Director

By:

/s/ Ronnie Glenn

Name:

Ronnie Glenn

Title:

Director

By:

/s/ Cliff Vaz

Name:

Cliff Vaz

Title:

Vice President

By:

/s/ William B. Robinson

Name:

William B. Robinson

Title:

Senior Vice President

By:

/s/ Charles Hall

Name:

Charles Hall

Title:

Managing Director

By:

/s/ Scott Lamoreaux

Name:

Scott Lamoreaux

Title:

Director

By:

/s/ Martin W. Wilson

Name:

Martin W. Wilson

Title:

Senior Vice President

By:

/s/ Michael Higgins

Name:

Michael Higgins

Title:

Managing Director

By:

/s/ Rosemarie Cicalese

Name:

Rosemarie Cicalese

Title:

Authorized Officer

By:

/s/ Brooks D. Creasey

Name:

Brooks D. Creasey

Title:

Assistant Vice President

By:

/s/ Kari McDaniel

Name:

Kari McDaniel

Title:

Vice President

By:

/s/ Donovan C. Broussard

Name:

Donovan C. Broussard

Title:

Authorized Signatory

By:

/s/ Trudy Nelson

Name:

Trudy Nelson

Title:

Authorized Signatory

By:

/s/ Justin Bellamy

Name:

Justin Bellamy

Title:

Director

By:

/s/ John C. Lozano

Name:

John C. Lozano

Title:

Senior Vice President

By:

/s/ Scott Myatt

Name:

Scott Myatt

Title:

Executive Director

By:

/s/ Maarten M. Terlouw

Name:

Maarten M. Terlouw

Title:

CEO Americas

By:

/s/ Sandra Salazar

Name:

Sandra Salazar

Title:

Managing Director

By:

/s/ Ryan K. Michael

Name:

Ryan K. Michael

Title:

Senior Vice President

By:

/s/ Daniel G. Steele

Name:

Daniel G. Steele

Title:

Managing Director

By:

/s/ Jason A. Zilewicz

Name:

Jason A. Zilewicz

Title:

Director

By:

/s/ Dale T. Wilson

Name:

Dale T. Wilson

Title:

Senior Vice President

By:

/s/ Ryan Durkin

Name:

Ryan Durkin

Title:

Authorized Signatory

By:

/s/ Stacy Goldstein

Name:

Stacy Goldstein

Title:

Senior Vice President

By:

/s/ Vikram Nath

Name:

Vikram Nath

Title:

Director

By:

/s/ Kenyatta Gibbs

Name:

Kenyatta Gibbs

Title:

Director

By:

/s/ Michael D. Willis

Name:

Michael D. Willis

Title:

Managing Director

By:

/s/ Ting Lee

Name:

Ting Lee

Title:

Director

Annex I  

Name of Lender

Applicable Percentage

Maximum Credit Amount

Elected Commitment

Wells Fargo Bank, National Association

6.7307692307692%

Bank of America, N.A.

5.5576923076923%

Barclays Bank PLC

5.5576923076923%

BMO Harris Bank N.A.

5.5576923076923%

Capital One National Association

5.5576923076923%

Citibank, N.A.

5.5576923076923%

Comerica Bank

5.5576923076923%

Compass Bank

5.5576923076923%

ING Capital LLC

5.5576923076923%

JPMorgan Chase Bank, N.A.

5.5576923076923%

PNC Bank, National Association

5.5576923076923%

ABN AMRO Capital USA LLC

4.6153846153846%

BOKF, N. A. DBA Bank of Texas

4.6153846153846%

Canadian Imperial Bank of Commerce, New York Branch

4.6153846153846%

Fifth Third Bank

4.6153846153846%

U.S. Bank National Association

2.7692307692308%

Branch Banking and Trust Company

2.4615384615385%

Natixis, New York Branch

2.4615384615385%

Name of Lender

Applicable Percentage

Maximum Credit Amount

Elected Commitment

Regions Bank

2.4615384615385%

Associated Bank, N.A.

2.3076923076923%

Cathay Bank

1.6923076923077%

Goldman Sachs Bank USA

1.6923076923077%

The Huntington National Bank

1.6923076923077%

Iberiabank

1.6923076923077%

TOTAL

100.0000000000000%

$2,000,000,000.00

$1,300,000,000.00