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 ▇▇▇▇▇▇ ▇he "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 The Banks have extended a loan (the “Bank Loan”) to that Borrower in the amount of Seventy Million Dollars ($70,000,000.00) evidenced by those certain Credit Agreement dated as mortgage notes in the aggregate amount of January 27, 2003, among St. Mary Land & Exploration Company, a Delaware corporation Seventy Million Dollars (hereinafter ▇▇▇▇▇▇ ▇he "Borrower"$70,000,000.00), each of even date herewith, made by Borrower and payable to the Administrative Agentorder of each of the Banks (as such mortgage notes may be renewed, and the lenders -------- party thereto (the "Existing Lenders") (such Credit Agreementextended, as modified, amended and ---------------- supplementedor restated from time to time, collectively, the "Existing Credit Agreement"“Bank Notes”), 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 Bank Notes and the Existing Credit Agreement upon the execution and delivery total indebtedness evidenced thereby are secured by Guarantor of that certain Guaranty Leasehold Mortgage, Assignment, Security 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 Fixture Filing dated of even date herewith herewith, executed by Borrower in favor of Administrative Agent and the other Banks, which shall be recorded in the Official Records of Middlesex County, New Jersey (the “Official Records”) (as amended, supplemented supplemented, modified, restated, renewed or otherwise modified extended from time to time, the “Mortgage”), granting a first priority lien on and/or security interest in the "Credit AgreementProperty" (as defined in the Mortgage), including, without limitation, the land and any improvements situated thereon, which land is more particularly described in Exhibit A attached hereto and incorporated herein. The Bank Notes, the Mortgage and any loan agreement, security agreement, pledge agreement, UCC financing statements, environmental indemnity agreement, guaranty agreements (including, without limitation that certain Guaranty Agreement of even date herewith from J. B▇▇▇▇ ▇'▇▇▇▇▇ in favor of Administrative Agent and the other Banks (the "Bank Guaranty")), ---------------- wherebyany Swap Contract (as defined in the Mortgage) or any assignment of architect's agreement, pursuant construction contract or other contracts or subcontracts or any other document or modification now or hereafter executed in connection therewith are herein referred to whichcollectively as the “Bank Loan Documents.” C. NL Companies have extended a loan (the “NL Loan”) to Borrower in the amount of Fifteen Million Dollars ($15,000,000.00) evidenced by that certain mortgage note in the amount of Fifteen Million Dollars ($15,000,000.00), dated of even date herewith, made by Borrower and payable to the order of NL Companies (as such mortgage note may be renewed, extended, modified, amended or restated from time to time, with the prior written consent of Administrative Agent, the Lenders have agreed to make “NL Note”) and secured by that certain loans to Leasehold Mortgage, Assignment, Security Agreement and extend certain credit for the account Fixture Filing dated of even date herewith, executed by Borrower in favor of the Borrower subject to the limitations set forth NL Companies, which shall be recorded in the Credit AgreementOfficial Records (as amended, supplemented, modified, restated, renewed or extended from time to time, the “Subordinate Mortgage”), granting a second priority lien on and security interest in the Property and a Guaranty Agreement of even date herewith from J. B▇▇▇▇ ▇'▇▇▇▇▇ to NL Companies (the "NL Guaranty"). The initial loans under NL Note, Subordinate Mortgage and NL Guaranty are herein referred to collectively as the Credit Agreement have been used by the Borrower to renew, rearrange, modify and extend all amounts outstanding under the Existing Credit Agreement"NL Loan Documents". D. The Administrative Agent Bank Loan Documents contain restrictions on Borrower's ability to incur additional indebtedness, arrange for guarantees of such indebtedness and place liens on the Property. Banks are unwilling to make the Bank Loan unless NL Companies agree to subordinate and make inferior: (i) the right, title, security interest, lien and interest created by the Subordinate Mortgage and the Lenders have conditioned their obligations other NL Loan Documents to the right, title, security interest, lien and interest of the Bank Mortgage and the other Bank Loan Documents; and (ii) except as hereinafter provided in Section 4(b) and 4(c) below, NL Companies' rights to receive any payments under or on account of the Credit NL Loan Obligations to Banks' rights to receive payments under or on account of the Bank Loan Obligations. E. This Agreement upon shall be recorded in 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 AgreementOfficial Records.

I T A L S. A. Pursuant to The Existing 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 January 27December 7, 20032018 (as amended to the date hereof, among St. Mary Land & Exploration Companythe “Existing Credit Agreement”) pursuant to which the Existing Lenders provided certain loans to and 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 Delaware corporation party and the Existing Borrower will immediately thereafter be released of its obligations thereunder and hereunder, (hereinafter 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 the liens and 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 in its entirety in the form of this Agreement. ▇. ▇▇▇▇▇▇▇▇ ▇he "Borrower"), has requested that 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 Lenders provide certain ------------------------- loans and extensions of credit under a revolving from time to time on behalf of the Borrower. D. The Lenders have agreed to make such loans and extensions of credit facility made available subject to the Borrower under terms and conditions of this Agreement. E. After giving effect to the amendment and restatement of the Existing Credit Agreement, up Agreement pursuant to the aggregate principal amount terms hereof, the commitments of $300,000,000. B. The each Existing Lenders conditioned their obligations Lender under the Existing Credit Agreement upon will be replaced with the execution Commitments hereunder which will be as set forth on Annex I attached hereto. F. In consideration of the mutual covenants and delivery by Guarantor agreements herein contained and of that certain Guaranty Agreement dated as the loans, extensions of January 27, 2003 (the "Existing Guaranty ----------------- Agreement"). --------- C. The Borrowercredit and commitments hereinafter referred to, 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 (parties hereto agree 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.follows:

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 ▇▇▇▇▇▇ ▇he "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 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 Companyas 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 Delaware corporation direct, wholly-owned subsidiary of Borrower, has made a cash tender offer (hereinafter the “Tender Offer”) for all of the outstanding shares of common stock, no par value (the “Shares”), of ▇▇▇▇▇▇’▇ Trading Company, Inc., an Indiana corporation (“▇he "Borrower"▇▇▇▇▇’▇”) 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 ▇▇▇▇▇▇’▇ 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 ▇▇▇▇▇▇’▇ (the "Existing Lenders"“Merger” and together with the Tender Offer, the “Acquisition”), resulting in ▇▇▇▇▇▇’▇ 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 ▇▇▇▇▇▇’▇ (the “Acquirer Loan”), and Borrower advancing funds to ▇▇▇▇▇▇’▇ to refinance the Indebtedness evidenced by the Existing ▇▇▇▇▇▇’▇ Credit Agreement and provide working capital to ▇▇▇▇▇▇’▇ (the “▇▇▇▇▇▇’▇ 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 ▇▇▇▇▇▇’▇ 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) ▇▇▇▇▇▇’▇ shall issue an intercompany note to Borrower evidencing the ▇▇▇▇▇▇’▇ Loan (the “▇▇▇▇▇▇’▇ Intercompany Note”), which note shall be secured by the assets of ▇▇▇▇▇▇’▇ 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 “▇▇▇▇▇▇’▇ 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, ▇▇▇▇▇▇’▇ shall assume the obligations of Acquirer under such Acquirer Loan, (ii) ▇▇▇▇▇▇’▇ 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 ▇▇▇▇▇▇’▇ to secure the Obligations. G. Upon the consummation of the Tender Offer, ▇▇▇▇▇▇’▇ and its Subsidiaries will become Subsidiaries of the Borrower. Notwithstanding ▇▇▇▇▇▇’▇ and its Subsidiaries status as Subsidiaries of the Borrower, unless the Merger is consummated on the Closing Date, ▇▇▇▇▇▇’▇ 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 ▇▇▇▇▇▇’▇ 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 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 ▇▇▇▇▇▇ ▇he "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 ▇▇▇▇▇ ▇▇▇▇▇, ---------------- whereby, Inc. pursuant to whichthe transactions and steps set forth in Schedule 1 hereto to facilitate the integration of the operations of ▇▇▇▇▇ ▇▇▇▇▇, Inc. with the operations of the Borrower. In preparation for such restructuring and recapitalization, on or about December 31, 2015, ▇▇▇▇▇ ▇▇▇▇▇ Holdings, Inc. was merged with and into ▇▇▇▇▇ ▇▇▇▇▇, Inc. (the “▇▇▇▇▇ ▇▇▇▇▇ 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). ▇. ▇▇▇▇▇▇▇ 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 to that certain Credit Agreement dated as of January 27, 2003, among St. Mary Land & Exploration Company, a Delaware corporation (hereinafter her▇▇▇▇▇▇▇▇ ▇he alled 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. Cavalier Homes, the Initial Participating Subsidiaries (as defined in the Agreement hereinafter defined) and Lender entered into that certain Revolving, Warehouse and Term Loan Agreement dated as of February 17, 1994, as amended by that certain First Amendment to Revolving, Warehouse and Term Loan Agreement dated as of March 14, 1996 (as heretofore amended the "Agreement"), pursuant to which Lender made available, subject to the terms and conditions thereof, to such Borrowers, a revolving loan in the maximum principal amount of up to $5,000,000 (the "Revolving Loan"), and to Cavalier Acceptance, a warehouse and term loan facility of up to $18,000,000 (the "Warehouse Loan" and the "Term Loans", respectively). Pursuant to that certain Credit Assumption Agreement dated as of January 272, 20031997, by and among St. Mary Land & Exploration CompanyCMI, a Delaware corporation CII, Cavalier Homes (hereinafter ▇▇▇▇▇▇ ▇he "Borrower")for itself and as agent for the other Borrowers) and Lender, CMI and CII became obligated as Borrowers, jointly and severally, with the other Participating Subsidiaries and Cavalier Homes with respect to the Agreement, the Administrative Agent, Revolving Loan and the lenders -------- party thereto other Obligations (as defined in the "Existing Lenders"Agreement). Pursuant to that certain Assumption Agreement dated as of June 1, 1998, by and among Belmont, Delta, Spirit, Bellcrest, Cavalier Homes (for itself and as agent for the other Borrowers) (such Credit and Lender, Belmont, Delta, Spirit and Bellcrest became obligated as Borrowers, jointly and severally, with the other Participating Subsidiaries and Cavalier Homes with respect to the Agreement, as amended the Revolving Loan and ---------------- supplemented, the "Existing Credit Agreement"), other Obligations. The Revolving Loan is currently evidenced by that certain Revolving Note in 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 the Existing Credit Agreement upon the execution and delivery 5,000,000 dated February 17, 1994, as amended by Guarantor of that certain Guaranty Revolving Note Modification Agreement dated as of January 27March 14, 2003 1996 (as heretofore amended, the "Existing Guaranty ----------------- AgreementRevolving Note"), and the Warehouse Loan is currently evidenced by that certain Warehouse Note in the original principal amount of $2,000,000 dated February 17, 1994, as amended by that certain Warehousing Note Modification Agreement dated as of March 14, 1996 (as heretofore amended, the "Warehouse Note"). --------- C. The BorrowerBorrowers have requested that Lender agree to extend the availability of Advances under the Revolving Loan and the Warehouse Loan to April 15, 2000, to increase the Administrative Agentmaximum aggregate principal amount available to the Borrowers under the Revolving Loan to $10,000,000, and to increase the Lenders have amended maximum aggregate principal amount available to Cavalier Acceptance under Article III of the Agreement from $18,000,000 to $25,000,000, and restated Lender is willing to do so, but only on the Existing Credit Agreement by entering express condition, among others, that Borrowers enter 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"), ---------------- wherebythis Amendment, pursuant to which, which the Lenders have agreed to make certain loans to Agreement shall be 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 Credit Agreement have been used by the Borrower to renew, rearrange, modify and extend all amounts outstanding under the Existing Credit Agreementmodified. 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 ▇▇▇▇▇▇ ▇he "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 27The Borrowers, 2003Parent, among St. Mary Land & Exploration Company, a Delaware corporation (hereinafter ▇▇▇▇▇▇ ▇he "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 ▇▇ ▇▇ 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 that certain Credit Agreement dated as The Borrower has previously entered into or is in the process of January 27, 2003, among St. Mary Land & Exploration Company, a Delaware corporation (hereinafter ▇▇▇▇▇▇ ▇he "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 Agreement, dated as of even date herewith December 19, 2003 (as amended, amended and restated, supplemented or and/or otherwise modified from time to time, the "“Credit Agreement"”), ---------------- wherebyamong the Borrower, the financial institutions from time to time parties thereto (collectively, the “Lenders”), Bank of America, N.A., as Administrative Agent, and ▇▇▇▇▇ Fargo Bank, National Association, as Documentation Agent and Collateral Agent, pursuant to which, which the Lenders have agreed agreed, subject to make certain loans terms and conditions, to extend various financial accommodations to the Borrower (the Administrative Agent, the Collateral Agent, the Documentation Agent and extend certain credit for the account Lenders, together with Affiliates of the Borrower subject Lenders with respect to Swap Contracts referred to below are sometimes hereinafter referred to collectively as the “Secured Creditors” and individually as a “Secured Creditor”). B. In addition, one or more of the Debtors may from time to time be liable to the limitations set forth Lenders and/or their Affiliates with respect to Swap Contracts (as such term is defined in the Credit Agreement. The initial loans ). C. As a condition to extending credit to the Borrower under the Credit Agreement Agreement, the Secured Creditors have been used by required, among other things, that each Debtor grant to the Borrower Collateral Agent for the benefit of the Secured Creditors a lien on and security interest in the personal property and fixtures of such Debtor described herein subject to renew, rearrange, modify the terms and extend all amounts outstanding under the Existing Credit Agreementconditions hereof. D. The Administrative Agent Each Debtor will benefit, directly or indirectly, from the financial accommodations extended by the Secured Creditors to the Borrower. E. Each Debtor has duly authorized the execution, delivery and the Lenders have conditioned their obligations under the Credit Agreement upon the execution and delivery by Guarantor performance 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 Buyer, NewCo, Opsys Limited (“Opsys”) and certain shareholders of Opsys are party to that certain Credit Agreement a Transaction Agreement, dated October 23, 2002, as amended by an Amended and Restated Settlement and Amendment Agreement, dated as of January 27December 14, 20032004 (the “Settlement and Amendment Agreement” and as such agreement may be further amended, among St. Mary Land & Exploration Company, a Delaware corporation (hereinafter ▇▇▇▇▇▇ ▇he "Borrower"the Transaction Agreement”), pursuant to which Buyer subscribed for and purchased the Administrative AgentOpsys UK Subscription Shares (as such term and other capitalized terms used herein without separate definition are defined in the Transaction Agreement) and Opsys and CDT granted the Opsys UK Options and CDT granted the Opsys Shareholders the Opsys Option; B. Pursuant to the Transaction Agreement, Opsys has exercised the Opsys Option, which requires that the Reddy Escrow Shares and the lenders -------- party thereto General Escrow Shares issuable upon exercise of the Opsys Option registered in the name of the Escrow Agent (the "Existing Lenders"“Escrow Consideration”) (such Credit be placed in escrow hereunder and held as security for certain contingent liabilities of Opsys; C. NewCo has entered into a Deferred Consideration 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 27December , 2003 (2004, with 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 shareholders of even date herewith (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), ---------------- wherebyOpsys, pursuant to which, which it will hold the Lenders have agreed CDT Shares to make certain loans to and extend certain credit be issued by CDT for the account benefit of the Borrower subject Opsys Shareholders (other than the Escrow Consideration) at the Opsys Share Completion Date and any portion of the Escrow Consideration released to NewCo from escrow in accordance with 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.terms hereof;

I T A L S. A. Pursuant to that certain Credit The Company and each of the Purchasers signatory thereto have heretofore entered into the Note Purchase Agreement dated as of January 27December 1, 2003, among St. Mary Land & Exploration Company, a Delaware corporation (hereinafter ▇▇▇▇▇▇ ▇he "Borrower"), the Administrative Agent, and the lenders -------- party thereto (the "Existing Lenders") (such Credit Agreement2001, as amended by a First Amendment thereto dated as of December 1, 2002 and ---------------- supplementedby a Second Amendment thereto dated as of October 1, 2004 (as heretofore so amended, the "Existing Credit “2001 Note Purchase Agreement"”). The Company has heretofore issued the $90,000,000 6.63% Senior Notes due December 1, 2011 (the Borrower received certain ------------------------- loans and extensions of credit under a revolving credit facility made available “2007 Notes”) dated December 27, 2001 pursuant to the Borrower under Note Purchase Agreement. The Noteholders are the Existing Credit Agreement, up to holders of 100% of the aggregate outstanding principal amount of $300,000,000the 2001 Notes. B. The Existing Lenders conditioned their obligations under the Existing Credit Agreement upon the execution and delivery by Guarantor of Company has entered into that certain Guaranty Note Purchase Agreement dated as of January 27February 23, 2003 2007 (the "Existing Guaranty ----------------- “Cascade Note Purchase Agreement"”) between the Company and Cascade Investment L.L.C., a Washington limited liability company (“Cascade”). ---------, pursuant to which the Company will issue its $50,000,000 principal amount 5.778% Senior Note due November 30, 2017 (the “Cascade Note”). C. The BorrowerCompany has requested that the 2001 Note Purchase Agreement be amended to, among other things, (1) permit the Administrative Agentguaranty of the Cascade Note by certain Material Subsidiaries (as defined in the 2001 Note Purchase Agreement), so long as such Material Subsidiaries guarantee the 2001 Notes, (2) provide that if any Subsidiaries guarantee the obligations of the Company under the Cascade Note, such Subsidiaries would also guarantee the obligations of the Company under the 2001 Notes, (3) exclude from the definition of “Restricted Payment” any dividends or similar payments payable solely to Varistar Corporation, so long as Varistar Corporation is a Wholly-owned Subsidiary of the Company, (4) provide the Noteholders with the benefit of any more restrictive covenants or more favorable terms that may be granted to Cascade, and (5) provide that no Subsidiary Guarantor or Additional Subsidiary Guarantor would be released by the Noteholders unless released by 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 AgreementCascade. D. The Administrative Agent Company and the Lenders Noteholders now desire to amend the 2001 Note Purchase Agreement to address the items described in Recital C above in the respects, but only in the respects, hereinafter set forth. E. Capitalized terms used herein shall have conditioned their obligations under the Credit respective meanings ascribed thereto in the 2001 Note Purchase Agreement (as amended hereby) unless herein defined or the context shall otherwise require. Now, therefore, upon the execution full and delivery by Guarantor complete satisfaction of the conditions precedent to the effectiveness of this Amended and Restated Guaranty AgreementThird Amendment set forth in §3.1 hereof, and Guarantor has agreed to execute and deliver this Amended and Restated Guaranty Agreement.in consideration of good and

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 ▇▇▇▇▇▇ ▇he "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 Borrower and Rabobank have entered into a Revolving Credit Agreement dated as of January 27October 18, 20031984, among St. Mary Land & Exploration Companyas amended by that certain Amendment dated as of September 29, a Delaware corporation (hereinafter ▇▇▇▇▇▇ ▇he "Borrower")1985, the Administrative Agentthat certain Amendment dated as of March 31, 1987, that certain Third Amendment to Revolving Credit Agreement dated as of December 31, 1987, that certain Amendment dated as of May 31, 1988, that certain Amendment and Waiver dated as of September 30, 1988, that certain Amendment dated December 31, 1988, that certain Amendment dated as of June 2, 1989, that certain Amendment dated as of June 30, 1989, and the lenders -------- party thereto that certain Letter Amendment dated May 9, 1990 (the "Existing Lenders") (such Revolving Credit Agreement, as the same has previously been amended, is hereinafter referred to as the "Original Revolving Credit Agreement"). B. The Original Revolving Credit Agreement was amended and ---------------- supplementedrestated as of May 29, 1990 pursuant to that certain Amended and Restated Revolving Credit Agreement dated as of May 29, 1990 among Borrower, Rabobank and Barclays Bank PLC (New York) ("Barclays" and such Amended and Restated Revolving Credit Agreement, as the same has been amended by the documents described on Schedule 1, herein the "Existing Credit Agreement"), the Borrower received certain ------------------------- loans and extensions of credit under a revolving credit facility made available . Pursuant to the Borrower under the Existing Credit Agreement, up to the aggregate principal amount of $300,000,000Barclays was added as a Bank thereunder. B. The Existing Lenders conditioned their obligations under the Existing Credit Agreement upon the execution C. Borrower 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 Rabobank have amended and restated the Existing Credit Agreement by entering entered into that certain Amended and Restated Term Loan Agreement dated as of May 29, 1990 (as the same may be amended, the "Term Loan Agreement") which amended and restated in its entirety that certain Term Loan Agreement dated as of May 15, 1986, between Borrower and Rabobank (as the same had previously been amended, herein referred to as the "Previous Term Loan Agreement"). D. Borrower and Rabobank have entered into that certain Reimbursement and Credit Agreement dated as of even December 1, 1987 (as the same has been amended, herein referred to as the "Egg Facility Reimbursement Agreement"). The total amount available to be drawn under the letter of credit issued pursuant to the Egg Facility Reimbursement Agreement has been drawn, such letter of credit has been terminated and returned to Rabobank and Borrower has otherwise satisfied all of its liquidated obligations arising under the Egg Facility Reimbursement Agreement as a result of such draw (the "Egg LC Termination"). E. To secure certain of the obligations and indebtedness of Borrower to Rabobank under the Original Revolving Credit Agreement, the Previous Term Loan Agreement, the Egg Facility Reimbursement Agreement and the other documents executed in connection therewith, Borrower, Cal-Maine Farms, Inc., and Cal-Maine Egg Products, Inc. executed certain security agreements and mortgages (as amended but excluding the collateral documents executed in connection with the Egg Facility Reimbursement Agreement, such security agreements and mortgages herein called, the "Original Collateral Documents"). F. To induce Rabobank to continue to extend credit to the Borrower, the Borrower granted to Rabobank security interests and liens in the real properties described on Schedule 1 to the Term Loan Agreement and the personal property relating thereto (the "New Properties"). G. To induce Barclays to enter into the Existing Credit Agreement, Borrower, Cal-Maine Farms, Inc., and Cal-Maine Egg Products, Inc. granted security interests and liens to Barclays in the New Properties, to the extent applicable, and in the properties covered by the Original Collateral Documents (herein for purposes of these Recitals the "Existing Properties" and together with the New Properties herein referred to for purposes of these Recitals as the "Properties"). H. Rabobank and Barclays entered into that certain Intercreditor Agreement dated May 29, 1990 (the "First Intercreditor Agreement") pursuant to which Rabobank and Barclays set forth therein their respective rights and priorities in and with respect to the Properties and appointed Rabobank as agent for itself and Barclays (in such capacity herein referred to as the "Agent") to act as agent with respect to the Properties as therein provided. I. To facilitate the collateral arrangements contemplated by the Existing Credit Agreement, the Term Loan Agreement, the Egg Facility Reimbursement Agreement and the First Intercreditor Agreement, Rabobank has assigned all of its right, title, and interest in and to the Original Collateral Documents to the Agent pursuant to that certain Assignment Agreement dated May 29, 1990 (as the same may be amended, herein the "Assignment"); provided that with respect to that certain Collateral Pledge Agreement dated October 17, 1984 executed by Borrower, Cal-Maine Farms, Inc. and Cal-Maine Egg Products, Inc. for the benefit of Rabobank which is an Original Collateral Document, Rabobank, Borrower, Cal-Maine Farms, Inc. and Cal-Maine Egg Products, Inc. only amended the terms thereof to provide that both Rabobank and Barclays shall be pledgees thereunder pursuant to that certain Amendment to Collateral Pledge Agreement and Assignment of Interest dated the date herewith hereof (such Collateral Pledge Agreement, as amended, supplemented herein the "Pledge Agreement" and together with the Collateral Chattel Mortgage Note pledged pursuant thereto and the Act of Collateral Chattel Mortgage on Inventory dated October 17, 1984 executed by Borrower, Cal-Maine Farms, Inc. and Cal-Maine Egg Products, Inc. in connection therewith, herein collectively referred to as the "Louisiana Collateral Documents"). J. Barclays assigned all of its right, title, interest and obligations under the Loan Documents (as defined in the Existing Credit Agreement) to Trust Company Bank, a Georgia state banking corporation (now know as SunTrust Bank, Atlanta and herein "SunTrust") pursuant to that certain Assignment and Assumption Agreement dated October 1, 1991 between Barclays and SunTrust. K. Borrower requested that Rabobank issue a letter of credit pursuant to the terms and provisions of that certain Reimbursement and Credit Agreement dated as of May 1, 1992 between the Borrower and Rabobank (as the same may be amended or otherwise modified from time herein the "Dairy Facility Reimbursement Agreement") in order to timeprovide credit and liquidity support for $2,900,000.00 of ▇▇▇▇▇ County, Mississippi, Adjustable Rate Demand Industrial Revenue Bonds, Series 1992 (Taxable), Cal-Maine Foods, Inc., Dairy Project. L. Borrower executed and delivered that certain Term Loan Note dated November 5, 1993 payable to the order of Rabobank in the original principal amount of $1,000,000 (as the same may be amended or otherwise modified, therein the "New Term Note" and the New Term Note, collectively with the Dairy Facility Reimbursement Agreement, the "Existing Credit Agreement, the Term Loan Agreement and the Egg Facility Reimbursement Agreement, herein the "Original Credit Agreements"), ---------------- whereby, pursuant to which, the Lenders have agreed to make certain loans to . ▇. ▇▇▇▇▇▇ Trust 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 Savings Bank ("▇▇▇▇▇▇") became a Bank under the Existing Credit AgreementAgreement pursuant to the Seventh Amendment to Loan Documents (including Modification to Mortgages and Deeds of Trust) dated April 30, 1996. D. The Administrative Agent N. To secure certain of the obligations and indebtedness of Borrower, Cal-Maine Farms, Inc., Cal-Maine Egg Products, Inc., Cal-Maine Partnership, Ltd. and CMF of Kansas-LLC to each of Rabobank, SunTrust, ▇▇▇▇▇▇ and the Lenders have conditioned their obligations Agent under the Original Credit Agreement upon Agreements and the execution other documents executed in connection therewith, the Borrower, Cal-Maine Farms, Inc., Cal-Maine Egg Products, Inc., Cal-Maine Partnership, Ltd. and delivery by Guarantor CMF of this Kansas-LLC executed the following documents: (a) the Louisiana Collateral Documents; (b) Amended and Restated Guaranty AgreementSecurity Agreement dated May 29, and Guarantor has agreed to execute and deliver this 1990 executed by Borrower for the benefit of the Agent; (c) Amended and Restated Guaranty Security Agreement dated May 29, 1990 executed by Cal-Maine Farms, Inc. for the benefit of the Agent; (d) Amended and Restated Security Agreement dated May 29, 1990 executed by Cal-Maine Egg Products, Inc. for the benefit of the Agent; (e) Security Agreement dated June 1, 1995 executed by Cal-Maine Partnership, Ltd. for the benefit of the Agent; (f) Security Agreement dated June 3, 1997 executed by CMF of Kansas-LLC for the benefit of the Agent (the documents described in the foregoing clauses (a) through (f) herein the "Existing Security Agreements"); (g) That certain Mortgage, Security Agreement and Financing Statement dated May 15, 1986 executed by Borrower and Cal-Maine Farms, Inc. for the benefit of Rabobank and filed in real property records as reflected on Schedule 2 hereto (such mortgage, as the same has been assigned to the Agent and otherwise modified, and as the same may be further amended or otherwise modified, herein the "Borrower Mortgage"); (h) That certain Mortgage, Security Agreement and Financing Statement dated May 15, 1986 executed by Cal-Maine Farms, Inc. for the benefit of Rabobank and filed in the real property records as reflected on Schedule 2 hereto (such mortgage, as the same has been assigned to the Agent and otherwise modified, and as the same may be further amended or otherwise modified, herein the "Cal-Maine Mortgage"); (i) Multiple copies of a Mortgage, Deed of Trust, Future Advance Deed of Trust, Security Agreement., Assignment of Rents and Financing Statement dated May 29, 1990 executed by Borrower and Cal-Maine Farms, Inc. for the benefit of the Agent, covering certain properties located in New Mexico, Alabama, Kansas, Oklahoma, Texas, North Carolina, Texas and Arkansas and filed in the real property records as reflected on Schedule 2 hereto (as the same have been and may hereafter be amended, the "New Mortgages");

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 ▇▇▇▇▇▇ ▇he "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 that certain Credit Agreement dated as of January 27, 2003, among St. Mary Land & Exploration Company, a Delaware corporation (hereinafter ▇▇▇▇▇▇ ▇he "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 that certain Credit a Note Purchase Agreement dated as of January 27October 1, 2003, among St. Mary Land & Exploration Company, a Delaware corporation 2001 (hereinafter ▇▇▇▇▇▇ ▇he "Borrower"), the Administrative Agent, and the lenders -------- party thereto (the "Existing Lenders") (such Credit Agreement, as amended and ---------------- supplemented, by the "Existing Credit Agreement"), the Borrower received certain ------------------------- loans and extensions of credit under a revolving credit facility made available First Amendment 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 Note Purchase Agreement dated as of January 27February 1, 2003, the Waiver and Second Amendment to Note Purchase Agreement dated as of August 1, 2003 (and the "Existing Guaranty ----------------- Agreement"). --------- C. The BorrowerThird Amendment to Note Purchase Agreement dated as of September 30, the Administrative Agent2003, 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 further amended, supplemented restated or otherwise modified from time to time, the "“Note Agreement”) between the Company and each of the purchasers listed on Schedule A thereto (the “Purchasers”; the Purchasers, together with each other holder of a Note (as defined below), collectively, the “Noteholders” and individually each a “Noteholder”), the Company originally issued and sold its 7.00% Senior Notes, Series A, due October 31, 2008 and its 7.40% Senior Notes, Series B, due October 31, 2011 (as amended and restated on or prior to the date hereof, collectively the “Notes” and individually each a “Note”). B. Pursuant to a Subsidiary Guaranty Agreement dated as of October 1, 2001 (the “Noteholder Guaranty”), various subsidiaries of the Company (collectively the “Guarantors” and individually each a “Guarantor”) have guaranteed the payment of the principal of, Make-Whole Amount (as defined below), if any, with respect to and interest on the Notes and the payment and performance of all other obligations of the Company under the Note Agreement. C. Pursuant to a Credit Agreement dated as of October 29, 2002 (as amended, restated or otherwise modified from time to time, the “Credit Agreement")”) among the Company, ---------------- whereby, pursuant to whichvarious financial institutions (collectively the “Lenders” and individually each a “Lender”) and the Administrative Agent, the Lenders have agreed made loans and other financial accommodations available to make certain loans the Company. D. The Company may from time to and extend certain credit for time enter into Hedging Agreements (as defined below) with one or more Lenders or Affiliates (as defined below) thereof. E. The Guarantors have guaranteed the account payment of all obligations of the Borrower subject to the limitations set forth in the Credit Agreement. The initial loans Company under the Credit Agreement have been used by pursuant to a Guaranty dated as of October 29, 2002 (the Borrower to renew, rearrange, modify and extend all amounts outstanding under the Existing Credit Agreement“Lender Guaranty”). D. F. The financial institutions listed on Schedule I (together with their respective successors and assigns, collectively the “Cash Management Banks” and individually each a “Cash Management Bank”) have provided and may from time to time hereafter provide overdraft protection, lockbox services, deposit account services and other cash management services to the Company or any of its subsidiaries (any arrangement to provide such protection and/or services, a “Cash Management Arrangement”). G. The Administrative Agent, the Lenders, the Noteholders, the Cash Management Banks, the Company and the Guarantors have agreed that the Credit Agreement Obligations (as defined below), the Noteholder Obligations (as defined below), the Hedging Obligations (as defined below), the Cash Management Obligations (as defined below), and the Guaranty Obligations (as defined below) shall be secured pursuant to the Collateral Documents (as defined below) with the respective priorities provided in this Agreement; the Benefited Parties (as defined below) have agreed that Bank of America shall be the collateral agent (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”) to act on behalf of all Benefited Parties regarding the Collateral (as defined below) and, to the extent necessary in connection therewith, the Guaranties (as defined below), all as more fully provided herein; and the parties hereto are entering into this Agreement to, among other things, further define the rights, duties, authority and responsibilities of the Collateral Agent and the Lenders have conditioned relationship among the Benefited Parties regarding their obligations under interests in the Credit Agreement upon Guaranties and 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 AgreementCollateral.

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 ▇▇▇. ▇▇▇ ▇he "Borrower"), the Administrative Agenthas 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: