Common use of Scheduled and Interim Redeterminations Clause in Contracts

Scheduled and Interim Redeterminations. The Borrowing Base or the Conforming Borrowing Base, as applicable, shall be redetermined semi-annually in accordance with this Section 2.07 (a “Scheduled Redetermination”), and, subject to Section 2.07(d), such redetermined Borrowing Base shall become effective and applicable to the Borrower, the Agents, the Issuing Bank and the Lenders on April 15th and October 15th of each year, commencing October 15, 2014. In addition, the Borrower may, by notifying the Administrative Agent thereof, twice during any twelve month period, and the Administrative Agent may twice during the twelve month period following the closing date and one time during any twelve month period thereafter, at the direction of the Majority Lenders, by notifying the Borrower thereof, each elect to cause the Borrowing Base or Conforming Borrowing Base, as applicable, to be redetermined between Scheduled Redeterminations (an “Interim Redetermination”) in accordance with this Section 2.07. In addition, the Administrative Agent may, by notifying the Borrower thereof, elect to cause an Interim Redetermination of the Borrowing Base or Conforming Borrowing Base, as applicable, any time a prepayment made by the Borrower pursuant to Section 3.04(c)(iv) exceeds five percent (5%) of the Borrowing Base or Conforming Borrowing Base, as applicable, then existing at the time of prepayment. The Borrowing Base or Conforming Borrowing Base, as applicable, will also be redetermined or adjusted in accordance with the provisions of Section 8.13(c) or Section 9.12(d).” E. Section 2.07(c)(i). Section 2.07(c)(i) of the Credit Agreement is hereby amended by adding “or the Conforming Borrowing Base, as applicable” in the eleventh line of Section 2.07(c)(i) following the words “Borrowing Base”. F. Section 2.07(c)(ii)(A). Section 2.07(c)(ii)(A) of the Credit Agreement is hereby amended by deleting the term “March 1st and September 1st” and inserting in lieu thereof “April 15th and October 15th”. G. Section 2.07(c)(iii). Section 2.07(c)(iii) of the Credit Agreement is hereby amended in its entirety to read as follows:

Scheduled and Interim Redeterminations. The Borrowing Base or the Conforming Borrowing Base, as applicable, shall be redetermined semi-annually in accordance with this Section 2.07 (a “Scheduled Redetermination”), and, subject to Section 2.07(d), such redetermined Borrowing Base shall become effective and applicable to the Borrower, the Agents, the Issuing Bank and the Lenders on April 15th 1st and October 15th 1st of each year, commencing October 15, 2014. In addition, (i) the Borrower may, by notifying the Administrative Agent thereof, twice during any twelve month period, and the Administrative Agent may twice during the twelve month period following the closing date and one time during any twelve month period thereaftermay, at the direction of the Majority Required Lenders, by notifying the Borrower thereof, one time during any 12-month period, each elect to cause the Borrowing Base or Conforming Borrowing Base, as applicable, to be redetermined between Scheduled Redeterminations (an “Interim Redetermination”) in accordance with this Section 2.07. In addition, 2.07 and (ii) the Administrative Agent mayshall have the right, by notifying no later than 10 Business Days after receiving notice of the Borrower thereofoffering of any Permitted Refinancing Debt, elect to cause initiate an Interim Redetermination of the Borrowing Base or Conforming Borrowing Base, as applicable, any time a prepayment made by the Borrower pursuant to Section 3.04(c)(iv) exceeds five percent (5%) of the Borrowing Base or Conforming Borrowing Base, as applicable, then existing at the time of prepayment. The Borrowing Base or Conforming Borrowing Base, as applicable, will also be redetermined or adjusted in accordance with this Section 2.07(b), and such Interim Redetermination shall not count against the provisions of Section 8.13(c) or Section 9.12(d)maximum Interim Redeterminations allowed in any calendar year.” E. 2.3 Amendment to Section 2.07(c)(i). Section 2.07(c)(i) of the Credit Agreement is hereby amended by adding to replace all occurrences of the term “or Majority Lenders” with the Conforming Borrowing Base, as applicable” in the eleventh line of Section 2.07(c)(i) following the words term “Borrowing BaseRequired Lenders”. F. Section 2.07(c)(ii)(A). Section 2.07(c)(ii)(A) of the Credit Agreement is hereby amended by deleting the term “March 1st and September 1st” and inserting in lieu thereof “April 15th and October 15th”. G. 2.4 Amendment to Section 2.07(c)(iii). Section 2.07(c)(iii) of the Credit Agreement is hereby amended to replace all occurrences of the term “Majority Lenders” with the term “Required Lenders”. 2.5 Amendment to Section 2.07(d). Section 2.07(d) is hereby amended to replace the term “Majority Lenders” in its entirety to read as follows:the first sentence thereof with the term “Required Lenders.”

Scheduled and Interim Redeterminations. The Following the Second Amendment Effective Date, the Borrowing Base or the Conforming Borrowing Base, as applicable, shall be redetermined semi-annually in accordance with this Section 2.07 2.14 (each a “Scheduled Redetermination”), and, subject to Section 2.07(d2.14(d), such redetermined Borrowing Base shall become effective and applicable to the Borrower, the AgentsAdministrative Agent, the Issuing Bank Letter of Credit Issuers and the Lenders on April 15th or about May 1st and October 15th November 1 of each year, commencing October 15November 1, 20142020. In addition, the Borrower maymay at any time (including prior to the Scheduled Redetermination occurring on or about November 1, 2020), by notifying the Administrative Agent thereof, twice during any twelve month periodnot more than once between Scheduled Redeterminations, and the Administrative Agent may twice during the twelve month period Agent, following the closing Scheduled Redetermination date and one time during any twelve month period thereafterof May 1, 2020, may, at the direction of the Majority Required Lenders, by notifying the Borrower thereof, not more than once between Scheduled Redeterminations, in each case elect to cause the Borrowing Base or Conforming Borrowing Base, as applicable, to be redetermined between Scheduled Range Resources Corporation - Second Amendment Redeterminations (each an “Interim Redetermination”) in accordance with this Section 2.07. In addition, the Administrative Agent may, by notifying the Borrower thereof, elect to cause an Interim Redetermination of the Borrowing Base or Conforming Borrowing Base, as applicable, any time a prepayment made by the Borrower pursuant 2.14. 1.5 Amendment to Section 3.04(c)(iv) exceeds five percent (5%) of the Borrowing Base or Conforming Borrowing Base, as applicable, then existing at the time of prepayment. The Borrowing Base or Conforming Borrowing Base, as applicable, will also be redetermined or adjusted in accordance with the provisions of Section 8.13(c) or Section 9.12(d).” E. Section 2.07(c)(i2.14(c)(ii)(A). Section 2.07(c)(i2.14(c)(ii)(A) of the Credit Agreement is hereby amended by adding “or the Conforming Borrowing Base, and restated in its entirety to read as applicable” follows: (A) in the eleventh line case of a Scheduled Redetermination (1) if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 2.07(c)(i9.13(a) in a timely manner, then on or before April 15th and October 15th of such year following the words “date of delivery, or (2) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 9.13(a) in a timely manner, then promptly after the Administrative Agent has received complete Engineering Reports from the Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base”.Base in accordance with Section 2.14(c)(i); and F. 1.6 Amendment to Section 2.07(c)(ii)(A2.14(d)(i). Section 2.07(c)(ii)(A2.14(d)(i) of the Credit Agreement is hereby amended by deleting the term “March 1st and September 1st” and inserting in lieu thereof “April 15th and October 15th”. G. Section 2.07(c)(iii). Section 2.07(c)(iii) of the Credit Agreement is hereby amended restated in its entirety to read as follows: (i) in the case of a Scheduled Redetermination, (A) if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 9.13(a) in a timely and complete manner, on or about May 1st or November 1st of such year, as applicable, following such notice, or (B) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 9.13(a) in a timely and complete manner, then on the Business Day next succeeding delivery of such New Borrowing Base Notice; and 1.7 Amendment to Section 9.13. Clauses (a) and (c) of Section 9.13 of the Credit Agreement are hereby amended and restated in their entirety to read as follows: (a) On or before April 1st and October 1st of each year, commencing October 1, 2020, the Borrower shall furnish to the Administrative Agent a Reserve Report evaluating, as of the immediately preceding December 31st and June 30th, respectively, the Proved Reserves of the Borrower and the Credit Parties located within the geographic boundaries of the United States of America (or the Outer Continental Shelf adjacent to the United States of America) that the Borrower desires to have included in any calculation of the Borrowing Base. Each Reserve Report as of December 31st shall be prepared, at the Borrower’s election, (i) by or under the supervision of the chief engineer of the Borrower and audited by one or more Approved Petroleum Engineers; provided, that so long as such audit covers at least 85% of the total value of Proved Reserves set forth in such Reserve Report, the remaining value may be covered by a report prepared by or under the supervision of the chief engineer of the Borrower or (ii) by one or more Approved Petroleum Engineers; provided, so long as such report covers at least 85% of the total value of Proved Reserves set forth in such Reserve Report, the remaining value Range Resources Corporation - Second Amendment may be covered by a report prepared by or under the supervision of the chief engineer of the Borrower. Each Reserve Report as of June 30th shall be prepared, at the Borrower’s election, (A) in accordance with one of the options in the preceding sentence or (B) by petroleum engineers employed by the Borrower or any of its Subsidiaries.

Scheduled and Interim Redeterminations. The Borrowing Base or the Conforming Borrowing Base, as applicable, shall be redetermined (i) annually, for any calendar year, commencing with calendar year 2021, if the Annual Scheduled Redetermination Conditions have been satisfied on August 31st of such year (an “Annual Scheduled Redetermination”), or (ii) semi-annually (A) during calendar year 2020 and (B) for any year (other than calendar year 2020), if the Annual Scheduled Redetermination Conditions have not been satisfied on August 31st of such year or if, notwithstanding clause (i) above, the Borrower elects to redetermine the Borrowing Base on a semi-annual basis by written notice to the Administrative Agent no later than August 31st of such year (a “Semi-Annual Scheduled Redetermination”) (such Semi-Annual Scheduled Redeterminations to continue until the Borrower notifies the Administrative Agent that it wishes to revert to Annual Scheduled Redeterminations as provided in clause (i) above) in accordance with this Section 2.07 (each, a “Scheduled Redetermination”), and, subject to Section 2.07(d), such redetermined Borrowing Base shall become effective and applicable to the Borrower, the AgentsAdministrative Agent, the Issuing Bank and the Lenders Lenders, in the case of an Annual Scheduled Redetermination, on April 15th of such year, and in the case of a Semi-Annual Scheduled Redetermination, on April 15th and October 15th of each such year, commencing October 15, 2014. In addition, the Borrower may, by notifying the Administrative Agent thereof, twice during any twelve month period, and the Administrative Agent may twice during the twelve month period following the closing date and one time during any twelve month period thereaftermay, at the direction of the Majority Required Lenders, by notifying the Borrower thereof, one time between Scheduled Redeterminations, each elect to cause the Borrowing Base to be redetermined between Scheduled Redeterminations, and the Borrower may elect, by notifying the Administrative Agent of any acquisition of Oil and Gas Properties by the Borrower or Conforming its Restricted Subsidiaries with a purchase price in the aggregate of at least five percent (5%) of the then effective Borrowing Base, as applicable, to cause the Borrowing Base to be redetermined between Scheduled Redeterminations (an “Interim Redetermination”) in accordance with this Section 2.07. In addition, the Administrative Agent may, by notifying the Borrower thereof, elect to cause an Interim Redetermination of the Borrowing Base or Conforming Borrowing Base, as applicable, any time a prepayment made by the Borrower pursuant to Section 3.04(c)(iv) exceeds five percent (5%) of the Borrowing Base or Conforming Borrowing Base, as applicable, then existing at the time of prepayment. The Borrowing Base or Conforming Borrowing Base, as applicable, will also be redetermined or adjusted in accordance with the provisions of Section 8.13(c) or Section 9.12(d).” E. Section 2.07(c)(i). Section 2.07(c)(i) of the Credit Agreement is hereby amended by adding “or the Conforming Borrowing Base, as applicable” in the eleventh line of Section 2.07(c)(i) following the words “Borrowing Base”. F. Section 2.07(c)(ii)(A). Section 2.07(c)(ii)(A) of the Credit Agreement is hereby amended by deleting the term “March 1st and September 1st” and inserting in lieu thereof “April 15th and October 15th”. G. Section 2.07(c)(iii). Section 2.07(c)(iii) of the Credit Agreement is hereby amended in its entirety to read as follows:

Scheduled and Interim Redeterminations. The Borrowing Base or the Conforming Borrowing Base, as applicable, shall be redetermined semi-annually in accordance with this Section 2.07 2.14 (a “Scheduled Redetermination”), and, subject to Section 2.07(d2.14(d), such redetermined Borrowing Base shall become effective and applicable to the Borrower, the AgentsAdministrative Agent, the Issuing Bank Letter of Credit Issuer and the Lenders on April 15th May 1st and October 15th November 1st of each yearyear (or, in each case, such date reasonably practicable thereafter), commencing October 15, 2014on the First Scheduled Redetermination Date. In addition, (i) the Borrower may at any time (including prior to the First Scheduled Redetermination Date), by notifying the Administrative Agent thereof, not more than once between Scheduled Redeterminations (or between the Closing Date and the First Scheduled Redetermination Date), and (ii) the Administrative Agent, may at any time (including prior to the First Scheduled Redetermination Date), at the direction of the Required Lenders, by notifying the Borrower thereof, not more than once between Scheduled Redeterminations (or between the Closing Date and the First Scheduled Redetermination Date), in each case elect to cause the Borrowing Base to be redetermined between Scheduled Redeterminations (or between the Closing Date and the First Scheduled Redetermination Date) (each, an “Interim Redetermination”) in accordance with this Section 2.14. In addition to, and not including and/or limited by the Interim Redeterminations allowed above, the Borrower may, by notifying the Administrative Agent thereof, twice during at any twelve month period, and the Administrative Agent may twice during the twelve month period following the closing date and one time during any twelve month period thereafter, at the direction of the Majority Lenders, by notifying the Borrower thereof, each elect to cause the Borrowing Base or Conforming Borrowing Base, as applicable, to be redetermined between Scheduled Redeterminations, request additional Interim Redeterminations (an “Interim Redetermination”) in accordance with this Section 2.07. In addition, the Administrative Agent may, by notifying the Borrower thereof, elect to cause an Interim Redetermination of the Borrowing Base in the event any Credit Party acquires (in one or Conforming more transactions) Oil and Gas Properties with Proved Reserves which are to be Borrowing Base, as applicable, any Base Properties having a PV-9 (calculated at the time a prepayment made by the Borrower pursuant to Section 3.04(c)(ivof acquisition) exceeds in excess of five percent (55.0%) of the Borrowing Base or Conforming Borrowing Basein effect immediately prior to such acquisition. In addition, as applicable, then existing at the time of prepayment. The Borrowing Base or Conforming Borrowing Base, as applicable, will also shall be redetermined or adjusted in accordance with the provisions of from time to time pursuant to Section 8.13(c2.14(e), Section 2.14(f), Section 2.14(g) or and Section 9.12(d9.14(c).” E. Section 2.07(c)(i). Section 2.07(c)(i) of the Credit Agreement is hereby amended by adding “or the Conforming Borrowing Base, as applicable” in the eleventh line of Section 2.07(c)(i) following the words “Borrowing Base”. F. Section 2.07(c)(ii)(A). Section 2.07(c)(ii)(A) of the Credit Agreement is hereby amended by deleting the term “March 1st and September 1st” and inserting in lieu thereof “April 15th and October 15th”. G. Section 2.07(c)(iii). Section 2.07(c)(iii) of the Credit Agreement is hereby amended in its entirety to read as follows:

Scheduled and Interim Redeterminations. (i) The Borrowing Base or (and, prior to the Non-Conforming Tranche Termination Date, the Conforming Borrowing Base, as applicable, Tranche) shall be redetermined semi-annually in accordance with this Section 2.07 (a “Scheduled Redetermination”), and, subject to Section 2.07(d), such redetermined Borrowing Base (and, prior to the Non-Conforming Tranche Termination Date, such Conforming Tranche) shall become effective and applicable to the Borrower, the Agents, the each Issuing Bank and the Lenders on April 15th 1st and October 15th 1st of each year, commencing with October 151, 2014. In addition, the Borrower may, by notifying the 2013. (ii) The Administrative Agent thereof, twice during any twelve month period, and the Administrative Agent may twice during the twelve month period following the closing date and one time during any twelve month period thereaftermay, at the direction of the Majority Required Lenders, by notifying the Borrower thereof, each (A) one time during any six-month period (not counting any redetermination pursuant clause (B) hereof), and (B) at any time upon the issuance of Debt by any Loan Party pursuant to Section 9.02(f), elect to cause the Borrowing Base or (and, prior to the Non-Conforming Borrowing BaseTranche Termination Date, as applicable, the Conforming Tranche) to be redetermined between Scheduled Redeterminations (an “Interim Redetermination”) in accordance with this Section 2.07. (iii) The Borrower may elect to redetermine the Borrowing Base (and, prior to the Non-Conforming Tranche Termination Date, the Conforming Tranche) in connection with any acquisition by any Loan Party of proved Oil and Gas Properties or any Person owning proved Oil and Gas Properties (in each such case, if the fair market value of such proved Oil and Gas Properties or such Person is in excess of $10,000,000) permitted hereunder in accordance with this Section 2.07; provided that such redetermination of the Borrowing Base shall not occur more than twice between Scheduled Redeterminations. (iv) The Non-Conforming Tranche shall not be subject to Scheduled Redeterminations or Interim Redeterminations. In additionFrom and after the Non-Conforming Tranche Termination Date, the Borrower, the Administrative Agent may, by notifying and the Borrower thereof, elect Lenders may disregard portions of this Section 2.07 related to cause an Interim Redetermination of dividing the Borrowing Base or Conforming Borrowing Base, as applicable, any time a prepayment made by the Borrower pursuant to Section 3.04(c)(iv) exceeds five percent (5%) of the Borrowing Base or Conforming Borrowing Base, as applicable, then existing at the time of prepayment. The Borrowing Base or Conforming Borrowing Base, as applicable, will also be redetermined or adjusted in accordance with the provisions of Section 8.13(c) or Section 9.12(d).” E. Section 2.07(c)(i). Section 2.07(c)(i) of the Credit Agreement is hereby amended by adding “or into the Conforming Borrowing Base, as applicable” in Tranche and the eleventh line of Section 2.07(c)(i) following the words “Borrowing Base”Non-Conforming Tranche. F. Section 2.07(c)(ii)(A). Section 2.07(c)(ii)(A) of the Credit Agreement is hereby amended by deleting the term “March 1st and September 1st” and inserting in lieu thereof “April 15th and October 15th”. G. Section 2.07(c)(iii). Section 2.07(c)(iii) of the Credit Agreement is hereby amended in its entirety to read as follows:

Scheduled and Interim Redeterminations. (i) The Borrowing Base or the Conforming Borrowing Base, as applicable, shall be redetermined on a semi-annually annual basis in accordance with this Section 2.07 2.20 (each such redetermination, a “Scheduled Redetermination”), and, subject . Subject to Section 2.07(d2.20(c), such redetermined Borrowing Base shall become effective and applicable to the Borrower, the AgentsAdministrative Agent, the Issuing Bank Banks and the Lenders on or about April 15th and 1st or October 15th 1st of each year, as applicable, commencing with the Scheduled Redetermination to occur on or about October 151, 2014. 2022. (ii) In addition, (A) the Borrower may, by notifying the Administrative Agent thereof, elect to cause the Borrowing Base to be redetermined one (1) time between each Scheduled Redetermination, (B) without duplication of any redetermination requested pursuant to (A) of this paragraph, the Borrower may, by notifying the Administrative Agent thereof, twice during any twelve month periodelect to cause the Borrowing Base to be redetermined if the Borrower acquires Proved Oil and Gas Properties which are to be Borrowing Base Properties having a PV-9 (calculated at the time of such acquisition) in excess of five percent (5%) of the Borrowing Base in effect immediately prior to such acquisition (such Oil and Gas Properties, the “Acquired Material Oil and Gas Properties”), (C) the Administrative Agent may twice during the twelve month period following the closing date and one time during any twelve month period thereaftermay, at the direction of the Majority Required Lenders, by notifying the Borrower thereof, each elect to cause the Borrowing Base or Conforming Borrowing Base, as applicable, to be redetermined between Scheduled Redeterminations (an “Interim Redetermination”) in accordance with this Section 2.07. In addition, the Administrative Agent may, by notifying the Borrower thereof, elect to cause the Borrowing Base to be redetermined one time between each Scheduled Redetermination (provided that the Administrative Agent and the Required Lenders will not request an Interim Redetermination pursuant to this clause (C) prior to the Scheduled Redetermination to occur on or about October 1, 2022 (provided further that, for the avoidance of doubt, such proviso shall not preclude any adjustments to the Borrowing Base or Conforming Borrowing Base, as applicable, any time a prepayment made by the Borrower pursuant to Section 3.04(c)(iv) exceeds five percent (5%) of the Borrowing Base or Conforming Borrowing BaseAdjustment Provisions)) and (D) without duplication of any redetermination provided for above, as applicableupon the termination of any Interim Investment Grade Period, then existing at the time of prepayment. The Borrowing Base or Conforming Borrowing Baseshall be redetermined, as applicablein each case, will also be redetermined or adjusted in accordance with the provisions of this Section 8.13(c2.20 (each redetermination referred to in this clause (ii) or Section 9.12(dbeing an “Interim Redetermination”).” E. Section 2.07(c)(i). Section 2.07(c)(i) of the Credit Agreement is hereby amended by adding “or the Conforming Borrowing Base, as applicable” in the eleventh line of Section 2.07(c)(i) following the words “Borrowing Base”. F. Section 2.07(c)(ii)(A). Section 2.07(c)(ii)(A) of the Credit Agreement is hereby amended by deleting the term “March 1st and September 1st” and inserting in lieu thereof “April 15th and October 15th”. G. Section 2.07(c)(iii). Section 2.07(c)(iii) of the Credit Agreement is hereby amended in its entirety to read as follows:

Scheduled and Interim Redeterminations. (i) The Borrowing Base or the Conforming Borrowing Base, as applicable, shall be redetermined on a semi-annually annual basis in accordance with this Section 2.07 2.20 (each such semi-annual redetermination, a “Scheduled Redetermination”), and, subject . Subject to Section 2.07(d2.20(c), such redetermined Borrowing Base shall become effective and applicable to the Borrower, the AgentsAdministrative Agent, the Issuing Bank Banks and the Lenders on or about April 15th 15 and October 15th 15 of each year, as applicable, commencing October with the Scheduled Redetermination to occur on or about April 15, 2014. 2023. (ii) In addition, (A) the Borrower may, by notifying the Administrative Agent thereof, elect to cause the Borrowing Base to be redetermined one (1) time between each Scheduled Redetermination, (B) in addition to any redetermination requested pursuant to clause (A) of this paragraph, the Borrower may, by notifying the Administrative Agent thereof, twice during any twelve month periodelect to cause the Borrowing Base to be redetermined if the Borrower acquires Proved Oil and Gas Properties which are to be Borrowing Base Properties having a PV-9 (calculated at the time of such acquisition) in excess of five percent (5%) of the Borrowing Base in effect immediately prior to such acquisition (such Oil and Gas Properties, the “Acquired Material Oil and Gas Properties”), (C) the Administrative Agent may twice during the twelve month period following the closing date and one time during any twelve month period thereaftermay, at the direction of the Majority Required Lenders, by notifying the Borrower thereof, each elect to cause the Borrowing Base or Conforming Borrowing Base, as applicable, to be redetermined between Scheduled Redeterminations (an “Interim Redetermination”) in accordance with this Section 2.07. In addition, the Administrative Agent may, by notifying the Borrower thereof, elect to cause the Borrowing Base to be redetermined one time between each Scheduled Redetermination (provided that the Administrative Agent and the Required Lenders will not request an Interim Redetermination pursuant to this clause (C) prior to the Scheduled Redetermination to occur on or about April 15, 2023 (provided further that, for the avoidance of doubt, such proviso shall not preclude any adjustments to the Borrowing Base or Conforming Borrowing Base, as applicable, any time a prepayment made by the Borrower pursuant to Section 3.04(c)(iv) exceeds five percent (5%) of the Borrowing Base or Conforming Borrowing BaseAdjustment Provisions)) and (D) without duplication of any redetermination provided for above, as applicableupon the termination of any Interim Investment Grade Period, then existing at the time of prepayment. The Borrowing Base or Conforming Borrowing Baseshall be redetermined, as applicablein each case, will also be redetermined or adjusted in accordance with the provisions of this Section 8.13(c2.20 (each redetermination referred to in this clause (ii) or Section 9.12(dbeing an “Interim Redetermination”).” E. Section 2.07(c)(i). Section 2.07(c)(i) of the Credit Agreement is hereby amended by adding “or the Conforming Borrowing Base, as applicable” in the eleventh line of Section 2.07(c)(i) following the words “Borrowing Base”. F. Section 2.07(c)(ii)(A). Section 2.07(c)(ii)(A) of the Credit Agreement is hereby amended by deleting the term “March 1st and September 1st” and inserting in lieu thereof “April 15th and October 15th”. G. Section 2.07(c)(iii). Section 2.07(c)(iii) of the Credit Agreement is hereby amended in its entirety to read as follows:

Scheduled and Interim Redeterminations. The Borrowing Base or the Conforming Borrowing Base, as applicable, shall be redetermined (i) annually, for any year, if the Annual Scheduled Redetermination Conditions have been satisfied on August 31st of such year (an “Annual Scheduled Redetermination”), or (ii) semi-annually annually, for any year, if the Annual Scheduled Redetermination Conditions have not been satisfied on August 31st of such year or if, notwithstanding clause (i) above, the Borrower elects to redetermine the Borrowing Base on a semi-annual basis by written notice to the Administrative Agent no later than August 31st of such year (a “Semi-Annual Scheduled Redetermination”) (such Semi-Annual Scheduled Redeterminations to continue until the Borrower notifies the Administrative Agent that it wishes to revert to Annual Scheduled Redeterminations as provided in clause (i) above) in accordance with this Section 2.07 (each, a “Scheduled Redetermination”), and, subject to Section 2.07(d), such redetermined Borrowing Base shall become effective and applicable to the Borrower, the AgentsAdministrative Agent, the Issuing Bank and the Lenders Lenders, in the case of an Annual Scheduled Redetermination, on April 15th of such year, and in the case of a Semi-Annual Scheduled Redetermination, on April 15th and October 15th of each such year, commencing October 15, 2014. In addition, the Borrower may, by notifying the Administrative Agent thereof, twice during any twelve month period, and the Administrative Agent may twice during the twelve month period following the closing date and one time during any twelve month period thereaftermay, at the direction of the Majority Required Lenders, by notifying the Borrower thereof, one time between Scheduled Redeterminations, each elect to cause the Borrowing Base to be redetermined between Scheduled Redeterminations, and the Borrower may elect, by notifying the Administrative Agent of any acquisition of Oil and Gas Properties by the Borrower or Conforming its Restricted Subsidiaries with a purchase price in the aggregate of at least five percent (5%) of the then effective Borrowing Base, as applicable, to cause the Borrowing Base to be redetermined between Scheduled Redeterminations (an “Interim Redetermination”) in accordance with this Section 2.07. 2.3 Amendment to Section 2.07(c)(ii). In additionSection 2.07(c)(ii) is hereby amended by replacing the phrase “then on or before March 15th and September 15th of such year following the date of delivery” with the phrase “then, in the Administrative Agent maycase of an Annual Scheduled Redetermination, on or before March 31st of such year following the date of delivery, and, in the case of a Semi-Annual Scheduled Redetermination, on or before March 31st and September 30th of such year following the date of delivery”. 2.4 Amendment to Section 2.07(d)(i). Section 2.07(d)(i) is hereby amended by notifying replacing the Borrower thereof, elect to cause an Interim Redetermination of the Borrowing Base phrase “then on April 1st or Conforming Borrowing BaseOctober 1st, as applicable, any time following such notice” with the phrase “then, in the case of an Annual Scheduled Redetermination, on April 15th following such notice, and, in the case of a prepayment made by the Borrower pursuant to Section 3.04(c)(iv) exceeds five percent (5%) of the Borrowing Base Semi-Annual Scheduled Redetermination, on April 15th or Conforming Borrowing BaseOctober 15th, as applicable, then existing at the time of prepayment. The Borrowing Base or Conforming Borrowing Base, as applicable, will also be redetermined or adjusted in accordance with the provisions of following such notice”. 2.5 Amendment to Section 8.13(c) or Section 9.12(d).” E. Section 2.07(c)(i3.05(b). Section 2.07(c)(i3.05(b) of the Credit Agreement is hereby amended by adding replacing the reference to “or 0.25%” with the Conforming Borrowing Base, as applicable” in the eleventh line of Section 2.07(c)(i) following the words phrase “Borrowing Base0.125%”. F. Section 2.07(c)(ii)(A). Section 2.07(c)(ii)(A) of the Credit Agreement is hereby amended by deleting the term “March 1st and September 1st” and inserting in lieu thereof “April 15th and October 15th”. G. Section 2.07(c)(iii). Section 2.07(c)(iii) of the Credit Agreement is hereby amended in its entirety to read as follows:

Scheduled and Interim Redeterminations. The Borrowing Base or the Conforming Borrowing Base, as applicable, shall be redetermined semi-annually in accordance with this Section 2.07 2.14 (a “Scheduled Redetermination”), and, subject to Section 2.07(d2.14(d), such redetermined Borrowing Base shall become effective and applicable to the Borrower, the AgentsAdministrative Agent, the Issuing Bank Banks and the Lenders on or about April 15th 1st and October 15th 1st of each yearyear (or as promptly as possible thereafter), commencing October 15on or about April 1, 20142025. In addition, following the first Scheduled Redetermination Date of April 1, 2025, (i) the Borrower maymay at any time (other than during the period following the First Amendment Effective Date to the earlier of the Fall 2025 Outside Date or the Aggregate Increase Date), by notifying the Administrative Agent thereof, thereof not more than twice during any twelve month period, fiscal year; and (ii) the Administrative Agent Agent, may twice at any time (other than during the twelve month period following the closing date and one time during any twelve month period thereafterFirst Amendment Effective Date to the earlier of the Fall 2025 Outside Date or the Aggregate Increase Date), at the written direction of the Majority Required Lenders, by notifying written notice to the Borrower thereof, not more twice during any fiscal year, in each case, elect to cause the Borrowing Base or Conforming Borrowing Base, as applicable, to be redetermined between Scheduled Redeterminations (an “Interim Redetermination”) in accordance with this Section 2.072.14. In additionaddition to, and not including and/or limited by the annual Interim Redeterminations allowed above, the Administrative Agent Borrower may, by notifying the Borrower Administrative Agent thereof, elect to cause an at any time between Scheduled Redeterminations, request additional Interim Redetermination Redeterminations of the Borrowing Base in the event that a Credit Party acquires Oil and Gas Properties which are to be Borrowing Base Properties with Proved Reserves having a PV-10 value (calculated at the time of acquisition) that, when taken together with all other such Oil and Gas Properties acquired by any Credit Party since the later of (x) the Closing Date and (y) the most recent Scheduled Redetermination or Conforming Borrowing BaseInterim Redetermination, as applicable, any time a prepayment made by the Borrower pursuant to Section 3.04(c)(iv) exceeds are in excess of five percent (55.0%) of the Borrowing Base or Conforming Borrowing Basein effect immediately prior to such acquisition (and for purposes of the foregoing, the designation of an Unrestricted Subsidiary owning Oil and Gas Properties with Proved Reserves as applicable, then existing at the time a Restricted Subsidiary shall be deemed to constitute an acquisition by a Credit Party of prepayment. The Borrowing Base or Conforming Borrowing Base, as applicable, will also be redetermined or adjusted in accordance Oil and Gas Properties with the provisions of Section 8.13(c) or Section 9.12(dProved Reserves).” E. Section 2.07(c)(i). Section 2.07(c)(i) of the Credit Agreement is hereby amended by adding “or the Conforming Borrowing Base, as applicable” in the eleventh line of Section 2.07(c)(i) following the words “Borrowing Base”. F. Section 2.07(c)(ii)(A). Section 2.07(c)(ii)(A) of the Credit Agreement is hereby amended by deleting the term “March 1st and September 1st” and inserting in lieu thereof “April 15th and October 15th”. G. Section 2.07(c)(iii). Section 2.07(c)(iii) of the Credit Agreement is hereby amended in its entirety to read as follows:

Scheduled and Interim Redeterminations. (i) The Borrowing Base or the Conforming Borrowing Base, as applicable, shall be redetermined on a semi-annually annual basis in accordance with this Section 2.07 2.20 (each such redetermination, a “Scheduled Redetermination”), and, subject . Subject to Section 2.07(d2.20(c), such redetermined Borrowing Base shall become effective and applicable to the Borrower, the AgentsAdministrative Agent, the Issuing Bank Banks and the Lenders on or about April 15th and 1st or October 15th 1st of each year, as applicable, commencing with the Scheduled Redetermination to occur on or about October 151, 2014. 2018. (ii) In addition, (A) the Borrower may, by notifying the Administrative Agent thereof, elect to cause the Borrowing Base to be redetermined one (1) time between each Scheduled Redetermination, (B) without duplication of any redetermination requested pursuant to (A) of this paragraph, the Borrower may, by notifying the Administrative Agent thereof, twice during any twelve month periodelect to cause the Borrowing Base to be redetermined if the Borrower acquires Proved Oil and Gas Properties which are to be Borrowing Base Properties having a PV-9 (calculated at the time of such acquisition) in excess of five percent (5%) of the Borrowing Base in effect immediately prior to such acquisition (such Oil and Gas Properties, the “Acquired Material Oil and Gas Properties”), and (C) the Administrative Agent may twice during the twelve month period following the closing date and one time during any twelve month period thereaftermay, at the direction of the Majority Required Lenders, by notifying the Borrower thereof, each elect to cause the Borrowing Base or Conforming Borrowing Base, as applicable, to be redetermined between Scheduled Redeterminations (an “Interim Redetermination”) in accordance with this Section 2.07. In addition, the Administrative Agent may, by notifying the Borrower thereof, elect to cause the Borrowing Base to be redetermined one time between each Scheduled Redetermination (each redetermination referred to in this sentence being an “Interim Redetermination”), in each case, in accordance with this Section 2.20; provided that the Administrative Agent and the Required Lenders will not request an Interim Redetermination pursuant to clause (C) of this sentence prior to the Scheduled Redetermination to occur on or about October 1, 2018 (provided further that, for the avoidance of doubt, such proviso shall not preclude any adjustments to the Borrowing Base or Conforming Borrowing Base, as applicable, any time a prepayment made by the Borrower pursuant to Section 3.04(c)(iv) exceeds five percent (5%) of the Borrowing Base or Conforming Borrowing Base, as applicable, then existing at the time of prepayment. The Borrowing Base or Conforming Borrowing Base, as applicable, will also be redetermined or adjusted in accordance with the provisions of Section 8.13(c) or Section 9.12(d).” E. Section 2.07(c)(iAdjustment Provisions). Section 2.07(c)(i) of the Credit Agreement is hereby amended by adding “or the Conforming Borrowing Base, as applicable” in the eleventh line of Section 2.07(c)(i) following the words “Borrowing Base”. F. Section 2.07(c)(ii)(A). Section 2.07(c)(ii)(A) of the Credit Agreement is hereby amended by deleting the term “March 1st and September 1st” and inserting in lieu thereof “April 15th and October 15th”. G. Section 2.07(c)(iii). Section 2.07(c)(iii) of the Credit Agreement is hereby amended in its entirety to read as follows:860627.02-LACSR02A - MSW

Scheduled and Interim Redeterminations. (i) The Borrowing Base or the Conforming Borrowing Base, as applicable, shall be redetermined semi-annually quarterly in accordance with this Section 2.07 2.07(b)(i) (a “Scheduled Quarterly Redetermination”), and, subject to Section 2.07(d), such redetermined Borrowing Base shall become effective and applicable to the BorrowerBorrowers, the AgentsAdministrative Agent, the Issuing Bank and the Lenders on or before October 1, 2013, January 1, 2014 and April 15th 1, 2014 beginning October 1, 2013 or, in each case, such date promptly thereafter as reasonably practicable based on the engineering and other information available to the Lenders. (ii) The Borrowing Base shall be redetermined semi-annually in accordance with this Section 2.07(b)(ii) (a “Scheduled Semi-Annual Redetermination”; the Scheduled Semi-Annual Redeterminations and Scheduled Quarterly Redetermination each a “Scheduled Redetermination” and collectively, the “Scheduled Redeterminations”), and, subject to Section 2.07(d), such redetermined Borrowing Base shall become effective and applicable to the Borrowers, the Administrative Agent, the Issuing Bank and the Lenders on or before April 1st and October 15th 1st of each yearyear beginning October 1, commencing October 152014 or, 2014. in each case, such date promptly thereafter as reasonably practicable based on the engineering and other information available to the Lenders. (iii) In addition, the Borrower may, Borrowers may by notifying the Administrative Agent thereof, twice during any twelve month period, and the Administrative Agent may twice during the twelve month period following the closing date and one time during any twelve month period thereaftermay, at the direction of the Majority Required Lenders, by notifying the Borrower Borrowers thereof, each elect to cause the Borrowing Base or Conforming Borrowing Base, as applicable, to be redetermined once between each Scheduled Quarterly Redetermination and twice between the last Scheduled Quarterly Redetermination and the first Scheduled Semi-Annual Redetermination and between successive Scheduled Redeterminations thereafter (each such redetermination between Scheduled Redeterminations (Redeterminations, together with any redetermination described Section 2.07(b)(iv), an “Interim Redetermination”) in accordance with this Section 2.07. . (iv) In additionaddition to any Interim Redetermination described in Section 2.07(b)(iii), if at any time the aggregate value of Oil and Gas Properties sold or disposed of pursuant to Section 9.11(e)(4), together with Borrowing Base value (as determined by the Administrative Agent mayin its reasonable judgment) of Swap Agreements in respect of commodities Liquidated, by notifying the Borrower thereof, elect to cause an Interim Redetermination in any period between redeterminations of the Borrowing Base or Conforming Borrowing Base, as applicable, any time a prepayment made by the Borrower pursuant to Section 3.04(c)(iv) exceeds five percent (5%) of the proved developed Oil and Gas Properties included in the most recently delivered Reserve Report, then the Borrowing Base shall be automatically reduced, effective immediately upon such sale, disposition or Conforming Borrowing Base, as applicable, then existing at Swap Liquidation by an amount equal to the time of prepayment. The Borrowing Base value (as determined by the Administrative Agent in its reasonable judgment) of such Oil and Gas Properties sold or Conforming disposed of and Swap Agreements in respect of commodities Liquidated and such new Borrowing BaseBase shall be effective and applicable to the Borrowers, as applicablethe Administrative Agent, will also the Issuing Bank and the Lenders until the next redetermination or modification of the Borrowing Base pursuant to this Agreement; provided that for purposes of this Section 2.07(b)(iv), a Swap Agreement shall not be redetermined deemed to have been Liquidated if, (x) such Swap Agreement is novated from the existing counterparty to an Approved Counterparty, with a Borrower or adjusted the applicable Loan Party being the “remaining party” for purposes of such novation, or (y) upon its termination, it is replaced, in accordance a substantially contemporaneous transaction, with one or more Swap Agreements with approximately the same ▇▇▇▇-to-market value and without cash payments to any Loan Party in connection therewith. Such decrease in the Borrowing Base shall occur without any vote of Lenders or action by Administrative Agent. Upon any such redetermination, the Administrative Agent shall promptly deliver a New Borrowing Base Notice to the Borrowers and the Lenders. (v) In addition to the Scheduled Redeterminations and Interim Redeterminations, the Borrowing Base shall be automatically reduced by the related Issuance Related Borrowing Base Adjustment Amount upon each of (w) any increase in the principal amount of the Second Lien Loan over $50,000,000, (x) the funding of the Bridge Loan, (y) the issuance of Debt in connection with the provisions Bridge Securities and Takeout Loan and (z) the issuance of Section 8.13(c) or Section 9.12(d)Senior Unsecured Notes.” E. Section 2.07(c)(i). Section 2.07(c)(i) of the Credit Agreement is hereby amended by adding “or the Conforming Borrowing Base, as applicable” in the eleventh line of Section 2.07(c)(i) following the words “Borrowing Base”. F. Section 2.07(c)(ii)(A). Section 2.07(c)(ii)(A) of the Credit Agreement is hereby amended by deleting the term “March 1st and September 1st” and inserting in lieu thereof “April 15th and October 15th”. G. Section 2.07(c)(iii). Section 2.07(c)(iii) of the Credit Agreement is hereby amended in its entirety to read as follows:

Scheduled and Interim Redeterminations. The Borrowing Base or the Conforming Borrowing Base, as applicable, shall be redetermined semi-annually in accordance with this Section 2.07 (a “Scheduled Redetermination”), and, subject to Section 2.07(d), such redetermined Borrowing Base shall become effective and applicable to the Borrower, the Agents, the Issuing Bank and the Lenders on April 15th 1st and October 15th 1st of each yearyear (or, commencing October 15in each case, 2014such date promptly thereafter as reasonably practicable). In addition, the Borrower may, by notifying the Administrative Agent thereof, twice during any twelve month period, and the Administrative Agent may twice during the twelve month period following the closing date and one time during any twelve month period thereaftermay, at the direction of the Majority Required Lenders, by notifying the Borrower thereof, one time between Scheduled Redeterminations, each elect to cause the Borrowing Base or Conforming Borrowing Base, as applicable, to be redetermined between Scheduled Redeterminations (an “Interim Redetermination”) in accordance with this Section 2.07. In additionNotwithstanding the foregoing or anything to the contrary herein, the Scheduled Redetermination scheduled to become effective on April 1, 2023 shall instead occur and become effective and applicable on or about September 1, 2023 (or such date promptly thereafter as reasonably practicable), which such redetermination shall constitute a Scheduled Redetermination for purposes hereof (the “September 2023 Redetermination”). 2.5 Section 2.07(d)(i) of the Credit Agreement is hereby amended and restated to read in its entirety as follows: (i) in the case of a Scheduled Redetermination, (A) if the Administrative Agent may, by notifying shall have received the Borrower thereof, elect Engineering Reports required to cause an Interim Redetermination of the Borrowing Base or Conforming Borrowing Base, as applicable, any time a prepayment made be delivered by the Borrower pursuant to Section 3.04(c)(iv8.12(a) exceeds five percent and (5%c) of in a timely and complete manner, then on April 1st or October 1st (or with respect to the Borrowing Base or Conforming Borrowing BaseSeptember 2023 Redetermination, on September 1, 2023) (or, in each case, such date promptly thereafter as reasonably practicable), as applicable, following such notice, or (B) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.12(a) and (c) in a timely and complete manner, then existing at on the time Business Day next succeeding delivery of prepayment. The Borrowing Base or Conforming Borrowing Base, as applicable, will also be redetermined or adjusted in accordance with the provisions of such notice; and 2.6 Section 8.13(c) or Section 9.12(d).” E. Section 2.07(c)(i). Section 2.07(c)(i) 6.02 of the Credit Agreement is hereby amended by adding “or the Conforming Borrowing Base, as applicable” in following clause (h) immediately after clause (g) and prior to the eleventh line final paragraph of Section 2.07(c)(i) following the words “Borrowing Base”. F. Section 2.07(c)(ii)(A). Section 2.07(c)(ii)(A) of the Credit Agreement is hereby amended by deleting the term “March 1st and September 1st” and inserting in lieu thereof “April 15th and October 15th”. G. Section 2.07(c)(iii). Section 2.07(c)(iii) of the Credit Agreement is hereby amended in its entirety to read as followssuch section:

Scheduled and Interim Redeterminations. The Borrowing Base or the Conforming Borrowing Base, as applicable, shall be redetermined semi-annually in accordance with this Section 2.07 (a “Scheduled Redetermination”), and, subject to Section 2.07(d), such redetermined Borrowing Base shall become effective and applicable to the Borrower, the Agents, the Issuing Bank and the Lenders on April 15th or about May 1st and October 15th November1st of each year, commencing October 15, 2014. In addition, the Borrower may, by notifying the Administrative Agent thereof, twice one time during any twelve 12-month period, and the Administrative Agent may twice during the twelve month period following the closing date and may, one time during any twelve 12-month period thereafterperiod, at the direction of the Majority Required Lenders, by notifying the Borrower thereof, each elect to cause the Borrowing Base or Conforming Borrowing Base, as applicable, to be redetermined between Scheduled Redeterminations (an “Interim Redetermination”) in accordance with this Section 2.07. In addition. (g) Section 2.07(d)(i) of the Original Credit Agreement shall be amended to read in its entirety as follows: (i) in the case of a Scheduled Redetermination, (A) if the Administrative Agent may, by notifying shall have received the Borrower thereof, elect Engineering Reports required to cause an Interim Redetermination of the Borrowing Base or Conforming Borrowing Base, as applicable, any time a prepayment made be delivered by the Borrower pursuant to Section 3.04(c)(iv8.12(a) exceeds five percent and (5%c) of the Borrowing Base in a timely and complete manner, then on May 1st or Conforming Borrowing BaseNovember 1st, as applicable, following such notice, or (B) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.12(a) and (c) in a timely and complete manner, then existing at on the time Business Day next succeeding delivery of prepayment. such notice; and (h) The Borrowing Base or Conforming Borrowing Base, as applicable, will also be redetermined or adjusted in accordance with the provisions last sentence of Section 8.13(c) or Section 9.12(d).” E. Section 2.07(c)(i). Section 2.07(c)(i2.10(a)(iv) of the Original Credit Agreement is hereby shall be amended by adding “and restated to read in its entirety as follows: Subject to Section 12.20, no reallocation hereunder shall constitute a waiver or the Conforming Borrowing Baserelease of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as applicable” in the eleventh line a result of Section 2.07(c)(i) such Non-Defaulting Lender’s increased exposure following the words “Borrowing Base”such reallocation. F. (i) Section 2.07(c)(ii)(A). Section 2.07(c)(ii)(A3.04(c) of the Original Credit Agreement is hereby shall be amended by deleting the term “March 1st (1) renumbering clauses (iv) and September 1st” (v) to be clauses (v) and inserting in lieu thereof “April 15th (vi), respectively, and October 15th”. G. Section 2.07(c)(iii). Section 2.07(c)(iii(2) of the Credit Agreement is hereby amended adding a new clause (iv) to read in its entirety to read as follows:

Scheduled and Interim Redeterminations. The Borrowing Base or the Conforming Borrowing Base, as applicable, shall be redetermined semi-annually in accordance with this Section 2.07 (a “Scheduled Redetermination”), and, subject to Section 2.07(d), such redetermined Borrowing Base shall become effective and applicable to the Borrower, the AgentsAdministrative Agent, the Issuing Bank Banks, the Swingline Lenders and the Lenders on April 15th a semi-annual basis on or about March 1st and October 15th September 1st of each yearyear (or, commencing October 15in each case, 2014such date promptly thereafter as reasonably practicable) beginning on March 1, 2020 (or to the extent that the Initial Funding Date has not occurred prior to March 1, 2020, such redetermination shall be conducted as soon as practicable following the Initial Funding Date after the Administrative Agent has had a reasonable opportunity to determine the proposed Borrowing Base). In addition, (i)(A) the Borrower may, by notifying the Administrative Agent thereof, twice during elect to cause the Borrowing Base to be redetermined once between any twelve month period, two (2) consecutive Scheduled Redeterminations (and once prior to the first Scheduled Redetermination hereunder); and (B) the Administrative Agent may twice during the twelve month period may, following the closing date and one time during any twelve month period thereafterfirst Scheduled Redetermination hereunder, at the direction of the Majority Required Lenders, by notifying the Borrower thereof, each elect to cause the Borrowing Base or Conforming Borrowing Base, as applicable, to be redetermined between Scheduled Redeterminations (an “Interim Redetermination”) in accordance with this Section 2.07. In addition, the Administrative Agent may, by notifying the Borrower thereof, elect to cause the Borrowing Base to be redetermined once between any two (2) consecutive Scheduled Redeterminations and (ii) the Borrower may elect, by notifying the Administrative Agent of any acquisition or acquisitions (including in connection with the designation of an Interim Redetermination Unrestricted Subsidiary as a Restricted Subsidiary) of Oil and Gas Properties by the Borrower or any other Credit Party with a PV-9 in the aggregate of at least seven and one half percent (7.50%) of the then effective Borrowing Base, to cause the Borrowing Base to be redetermined between two (2) consecutive Scheduled Redeterminations. Each redetermination of the Borrowing Base or Conforming Borrowing Base, as applicable, any time a prepayment made by the Borrower pursuant to Section 3.04(c)(iv) exceeds five percent (5%) of the Borrowing Base or Conforming Borrowing Base, immediately preceding sentence is referred to herein as applicable, then existing at the time of prepayment. The Borrowing Base or Conforming Borrowing Base, as applicable, will also an “Interim Redetermination” and shall be redetermined or adjusted effectuated in accordance with the provisions of this Section 8.13(c) or Section 9.12(d)2.07.” E. Section 2.07(c)(i). Section 2.07(c)(i) of the Credit Agreement is hereby amended by adding “or the Conforming Borrowing Base, as applicable” in the eleventh line of Section 2.07(c)(i) following the words “Borrowing Base”. F. Section 2.07(c)(ii)(A). Section 2.07(c)(ii)(A) of the Credit Agreement is hereby amended by deleting the term “March 1st and September 1st” and inserting in lieu thereof “April 15th and October 15th”. G. Section 2.07(c)(iii). Section 2.07(c)(iii) of the Credit Agreement is hereby amended in its entirety to read as follows:

Scheduled and Interim Redeterminations. The Borrowing Base or the Conforming Borrowing Base, as applicable, shall be redetermined semi-annually in accordance with this Section 2.07 (a “Scheduled Redetermination”), and, subject to Section 2.07(d), such redetermined Borrowing Base shall become effective and applicable to the Borrower, the AgentsAdministrative Agent, the Issuing Bank Banks and the Lenders on April 15th 1st and October 15th 1st of each year, commencing October 15April 1, 20142015, or such later time as the Borrower may agree upon request of the Administrative Agent or the Majority Lenders may agree upon the request of the Borrower. In addition, the Borrower may, by notifying the Administrative Agent thereof, twice during any twelve month period, and the Administrative Agent may twice during the twelve month period following the closing date and one time during any twelve month period thereaftermay, at the direction of the Majority Required Lenders, by notifying the Borrower thereof, two times during any 12-month period (occurring after the first Scheduled Redetermination in the case of the Administrative Agent), each elect to cause the Borrowing Base or Conforming Borrowing Base, as applicable, to be redetermined between Scheduled Redeterminations (together with any Interim Acquisition Redetermination, an “Interim Redetermination”) in accordance with this Section 2.072.07 (it is understood, for avoidance of doubt, that any adjustment to the Borrowing Base by the Required Lenders in accordance with Paragraph 3 of Schedule 8.18 shall not constitute an Interim Redetermination); provided that, in connection with an Interim Acquisition Redetermination, the Borrower, may, as set forth in the definition of Reserve Report, elect only to provide a Reserve Report in respect of the acquired properties (in which case the most recent Reserve Report shall be used for the existing Borrowing Base Properties). In additionaddition to, and not including and/or limited by the two Interim Redeterminations allowed above, the Administrative Agent Borrower may, by notifying the Borrower Administrative Agent thereof, elect to cause an two times during any 12-month period, request additional Interim Redetermination Redeterminations of the Borrowing Base or Conforming Borrowing Base, as applicable, any time in the event that it consummates a prepayment made by the Borrower pursuant to Section 3.04(c)(iv) exceeds five percent Material Acquisition (5%) of the Borrowing Base or Conforming Borrowing Base, as applicable, then existing at the time of prepayment. The Borrowing Base or Conforming Borrowing Base, as applicable, will also be redetermined or adjusted in accordance with the provisions of Section 8.13(c) or Section 9.12(dan “Interim Acquisition Redetermination”).” E. Section 2.07(c)(i). Section 2.07(c)(i) of the Credit Agreement is hereby amended by adding “or the Conforming Borrowing Base, as applicable” in the eleventh line of Section 2.07(c)(i) following the words “Borrowing Base”. F. Section 2.07(c)(ii)(A). Section 2.07(c)(ii)(A) of the Credit Agreement is hereby amended by deleting the term “March 1st and September 1st” and inserting in lieu thereof “April 15th and October 15th”. G. Section 2.07(c)(iii). Section 2.07(c)(iii) of the Credit Agreement is hereby amended in its entirety to read as follows: