FOURTH AMENDMENT TO NOTE PURCHASE AGREEMENT

Exhibit 10.2

FOURTH AMENDMENT TO NOTE PURCHASE AGREEMENT

This FOURTH AMENDMENT TO NOTE PURCHASE AGREEMENT (this “Amendment”), dated as of November 30, 2023, is among SILVERBOW RESOURCES, INC., a Delaware corporation (the “Issuer”), the undersigned guarantors (the “Guarantors” and, together with the Issuer, the “Obligors”), U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (as successor-in-interest to U.S. BANK NATIONAL ASSOCIATION), as agent and collateral agent for the Holders and the other Secured Parties (in such capacity, together with its successors, the “Agent”), the institutions set forth on Schedule 1 hereto (each an “Additional Note Purchaser”) and the other Persons party hereto.

Recitals

A. Reference is hereby made to that certain Note Purchase Agreement, dated as of December 15, 2017, by and among the Issuer, the Agent and the Holders party thereto from time to time (as amended by that certain First Amendment to Note Purchase Agreement, dated as of April 20, 2018, that certain Second Amendment to Note Purchase Agreement, dated as of November 12, 2021, and that certain Third Amendment to Note Purchase Agreement, dated as of June 14, 2023, and as further amended, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Agreement”; the Existing Agreement as amended by this Amendment and as may be further amended, supplemented or otherwise modified from time to time, the “Agreement”).

B. Pursuant to that certain Purchase and Sale Agreement, dated as of August 11, 2023 (the “Acquisition Agreement”), by and among the SilverBow Resources Operating, LLC, a Texas limited liability company (the “Buyer”), Chesapeake Exploration, L.L.C., an Oklahoma limited liability company, Chesapeake Operating, L.L.C., an Oklahoma limited liability company, Chesapeake Royalty, L.L.C., an Oklahoma limited liability company, and Chesapeake Energy Marketing, L.L.C., an Oklahoma limited liability company (collectively, the “Sellers”), the Buyer intends to acquire (the “Acquisition”) certain Properties (as defined in the Acquisition Agreement, the “Acquired Properties”) from the Sellers.

C. The Issuer has requested that each Additional Note Purchaser become a Purchaser and a Holder under the Agreement and acquire additional Notes as set forth on Schedule 1, which additional Notes shall be used, together with proceeds of the First Lien Credit Agreement, to make certain payments in connection with the Acquisition and the other transactions contemplated hereby and thereby and to pay fees and costs incurred in connection with the transactions contemplated hereby and thereby.

D. The Issuer has requested certain other amendments to the Existing Agreement on the terms and conditions set forth herein, and the Agent, the Holders and Purchasers party hereto (including the Additional Note Purchasers) have agreed to amend certain provisions of the Existing Agreement as more fully set forth herein.

E. NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, and subject to the satisfaction of the conditions set out in Section 4 below, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

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Section 1. Defined Terms. Each capitalized term used herein but not otherwise defined herein has the meaning given to such term in the Agreement. Unless otherwise indicated, all section references in this Amendment refer to sections in the Agreement.

Section 2. Additional Notes.

2.1 Subject to the satisfaction or waiver in writing of each condition precedent set forth in Section 4 hereof, and in reliance on the representations, warranties, covenants and agreements contained in this Amendment, on the Fourth Amendment Effective Date, each Additional Note Purchaser hereby agrees to purchase from Issuer, and Issuer hereby agrees to issue to each Additional Note Purchaser, a Note as set forth on Schedule 1, on the terms and subject to the conditions set forth below (each an “Additional Note”).

2.2 On the Fourth Amendment Effective Date, each Additional Note shall be deemed, for all purposes, a Note with the same terms as any existing Note and each Additional Note Purchaser shall become a Purchaser and Holder with respect to the Additional Notes and all matters relating thereto. The terms of the Additional Notes shall be the same as the terms of the existing Notes as set forth in the Agreement, as amended hereby, and the Additional Notes shall rank pari passu in right of payment and of security with the existing Notes and mature on the same date that the existing Notes mature.

2.3 Each Additional Note Purchaser (i) confirms that it has received a copy of the Agreement and the other Note Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and the Agreement; (ii) agrees that it will, independently and without reliance upon the Agent or any other Holder or Purchaser or agent thereunder and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Agreement; (iii) appoints and authorizes the Agents to take such action as agent on its behalf and to exercise such powers under the Agreement and the other Note Documents as are delegated to Agents by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Agreement are required to be performed by it as a Holder or a Purchaser, as applicable.

2.4 The Issuer will use the proceeds of the Additional Notes to (i) finance the Acquisition, (ii) refinance and replace the existing Notes of any Exiting Holder (as defined herein) and (iii) to pay fees and expenses in connection with the foregoing and the preparation and negotiation of this Amendment.

Section 3. Amendments.

3.1 Amendments to Agreement. Upon the occurrence of the Fourth Amendment Effective Date, the Existing Agreement (excluding signature pages, appendices, exhibits and schedules thereto) is hereby amended to delete the bold, red stricken text (indicated textually in the same manner as the following example: stricken text) and to add the bold, blue double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the Agreement attached hereto as Exhibit A.

3.2 Amended Appendix A to Existing Agreement. Appendix A to the Existing Agreement is hereby replaced in its entirety by Appendix A attached hereto.

3.3 New Exhibit M to Existing Agreement. Exhibit M attached hereto is hereby added as Exhibit M to the Existing Agreement and Exhibit M attached hereto shall be deemed to be attached as Exhibit M to the Agreement.

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3.4 New Exhibit N to Existing Agreement. Exhibit N attached hereto is hereby added as Exhibit N to the Existing Agreement and Exhibit N attached hereto shall be deemed to be attached as Exhibit N to the Agreement.

3.5 New Exhibit O to Existing Agreement. Exhibit O attached hereto is hereby added as Exhibit O to the Existing Agreement and Exhibit O attached hereto shall be deemed to be attached as Exhibit O to the Agreement.

3.6 Security Instrument Matters. The Guarantee and Collateral Agreement shall be supplemented to interpret each reference to “Requisite Holders” as a reference to the “Designated Holder” unless such interpretation is expressly prohibited by the terms of the Agreement, in which case such term shall be interpreted to refer to “Requisite Holders”, as applicable and as the context requires.    In addition, the Obligors hereby confirm that the Security Instruments in effect on and as of the Fourth Amendment Effective Date are intended to, and shall be construed to, provide collateral security in respect of the Obligations for the Secured Parties (as the term Secured Parties is defined under the Agreement).

Section 4. Conditions Precedent to Effectiveness. The amendments to the Existing Agreement set forth in Section 3 hereof and the obligation of the Additional Note Purchasers to purchase Additional Notes hereunder shall become effective on the date (such date, the “Fourth Amendment Effective Date”) when each of the following conditions is satisfied (or waived in accordance with Section 10.6 of the Existing Agreement):

4.1 Note Documents. The Agent, the Purchasers and the Holders (including applicable EIG Entities and the Additional Note Purchasers) shall have received a counterpart of this Amendment signed by the Issuer, the Guarantors, the Additional Note Purchasers, the Purchasers and the other Holders.

4.2 Acquisition Agreement. The Purchasers and Holders shall have received the Acquisition Agreement and all amendments, waivers, supplements or modifications thereto. The Acquisition and the other Transactions (as defined in the Commitment Letter, dated as of August 11, 2023, by and among the Issuer, EIG Credit Management Company, LLC, and the other parties party thereto from time to time including by joinder) shall be consummated substantially concurrently with the purchase of the Additional Notes under the Agreement in accordance with the Acquisition Agreement, after giving effect to any modifications, amendments, consents or waivers thereto not prohibited by this Section 4.2. No provision of the Acquisition Agreement or any material side letters and other material agreements and instruments executed and delivered in connection with the Acquisition, in each case as in effect on August 11, 2023, shall have been amended, waived, supplemented or otherwise modified in any manner materially adverse to the Purchasers and Holders and no consents shall have been granted under the Acquisition Agreement in a manner materially adverse to the Purchasers and Holders without the consent of the Purchasers and Holders (such consent not to be unreasonably withheld); provided that (a) any amendment, waiver, supplement or modification to the defined term “Material Adverse Effect” shall be deemed to be materially adverse to the Purchasers and Holders and (b) any amendment, waiver, supplement or modification to (i) the “Xerox” provisions in the Acquisition Agreement (or any provision of the Acquisition Agreement benefiting a “Debt Financing Source” as of August 11, 2023 (however denominated)) or (ii) the terms governing termination of the Acquisition Agreement shall be deemed to be materially adverse to the Purchasers and Holders; provided, further, that (a) any amendment, waiver, supplement or modification or consent which results in a reduction in the consideration paid for the Acquisition shall not be deemed to be materially adverse to the Purchasers and Holders so long as any such reduction is applied first to reduce the amount of borrowings under the First Lien Credit Agreement used to pay the payments required under the Acquisition Agreement and fees and expenses incurred in connection with the Transactions, and then to reduce the amount of the Additional Notes and (b) any increase in consideration paid for the Acquisition shall not be deemed to be materially adverse to the Purchasers and Holders to the extent that it is funded with additional common equity of the Issuer issued on or prior to the Fourth Amendment Effective Date.

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4.3 Organizational Documents; Incumbency. The Agent, the Purchasers and the Holders shall have received a certificate of a Responsible Officer of each Note Party setting forth (1) resolutions of its board of directors or other appropriate governing body with respect to the authorization of such Note Party to execute and deliver the Note Documents to which it is a party and to enter into the transactions contemplated in those documents, (2) the officers of such Note Party (a) who are authorized to sign the Note Documents to which such Note Party is a party and (b) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (3) specimen signatures of such authorized officers and (4) the articles or certificate of incorporation and by-laws or other applicable Organizational Documents of such Note Party, certified by a Responsible Officer as being true and complete. The Agent, the Purchasers and the Holders may conclusively rely on such certificate until the Agent receives notice in writing from such Note Party to the contrary.

4.4 Corporate Status; Good Standing Certificates. The Agent, the Purchasers and the Holders (including applicable EIG Entities and the Additional Note Purchasers) shall have received certificates of the appropriate State agencies with respect to the existence, qualification and good standing of each Note Party in each jurisdiction where any such Note Party is organized.

4.5 Purchase Date; Acquisition Date. (a) The Fourth Amendment Effective Date (which shall be a Business Day) shall occur no earlier than September 25, 2023, and no later than 5:00 p.m., New York City time, on November 24, 2023; provided, however, that (x) if the applicable waiting periods (and any extensions thereof) under the HSR Act (as defined in the Acquisition Agreement as in effect on August 11, 2023) have not expired or otherwise been terminated on or prior to such date and time or (y) if the conditions precedent set forth in Sections 6.1.6 and 7.1.6 of the Acquisition Agreement as in effect on August 11, 2023, have not been satisfied prior to such date and time and, in each case, all other conditions precedent to Closing (as defined in the Acquisition Agreement as in effect on August 11, 2023) set forth in Article 6 and Article 7 of the Acquisition Agreement as in effect on August 11, 2023 (other than those matters referenced in clauses (x) and (y) above) have been satisfied or waived (except for any such conditions that by their nature may only be satisfied at or in connection with the occurrence of Closing, so long as the parties to the Acquisition Agreement are able to satisfy such conditions), then such date and time shall automatically be extended to 5:00 p.m., New York City time, on December 15, 2023.

4.6 Collateral. The Agent, the Purchasers and the Holders (including applicable EIG Entities and the Additional Note Purchasers) shall have received (a) customary evidence that all existing Liens or security interests on the Acquired Properties (subject to Liens permitted to remain outstanding pursuant to the Agreement) have been, or contemporaneously with the Fourth Amendment Effective Date shall be, terminated or released and (b) customary lien search results with respect to the Note Parties, in each case, in their respective jurisdictions of formation in connection with the Acquisition and the other transactions in connection with the Fourth Amendment.

4.7 Evidence of Insurance. The Agent, the Purchasers and the Holders (including applicable EIG Entities and the Additional Note Purchasers) shall have received evidence satisfactory to the Designated Holder in its reasonable discretion that all insurance required to be maintained pursuant to Section 6.6 of the Agreement is in full force and effect, together with all other endorsements and other requirements set forth in Section 6.6 of the Agreement.

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4.8 Opinions of Counsel to Note Parties. The Agent, the Purchasers and the Holders (including applicable EIG Entities and the Additional Note Purchasers) shall have received an opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel for the Note Parties in form and of substance reasonably satisfactory to the Designated Holder.

4.9 Solvency Certificate. The Agent, the Purchasers and the Holders (including applicable EIG Entities and the Additional Note Purchasers) shall have received a solvency certificate, substantially in the form previously delivered under the Existing Agreement pursuant to Section 4.23 thereof, duly executed by the Chief Financial Officer of the Issuer and dated as of the Fourth Amendment Effective Date and addressed to Agent and the Holders.

4.10 Closing Certificate. The Issuer shall have delivered to Agent, the Purchasers and the Holders (including applicable EIG Entities and the Additional Note Purchasers) an originally executed certificate of a Responsible Officer of the Issuer dated as of the Fourth Amendment Effective Date certifying (a) that attached thereto are true and correct fully-executed copies of the Acquisition Agreement (including all amendments, exhibits and schedules thereto or any supplemental or material agreements and instruments or side letters delivered in connection thereof (other than any of the foregoing containing confidential information related to employees)), (b) the Acquisition and other transactions contemplated hereby have been consummated in accordance with their terms and (c) the conditions precedent in Sections 4.5, 4.12, 4.15, 4.18, 4.19, 4.20, and 4.21 of this Amendment have been fulfilled.

4.11 Note Purchase Notice. The Agent, the Additional Note Purchasers and other Purchasers shall have received at least twelve (12) Business Days prior to the Fourth Amendment Effective Date (or such shorter time period that is acceptable to the Additional Note Purchasers Holders and the other Purchasers) a note purchase notice with respect to the Additional Notes and the aggregate principal amount of Notes outstanding after the Fourth Amendment Effective Date shall not exceed $500,000,000.

4.12 First Lien Indebtedness. As of the Fourth Amendment Effective Date, after giving effect to the Acquisition and the other transactions contemplated hereby, there shall be a minimum of 25% undrawn and unused commitments actually available to the Issuer under the First Lien Credit Agreement based on the amount of commitments under such First Lien Credit Agreement as of both such date and as of August 11, 2023 (and for the avoidance of doubt, not subject to a block because of the failure to meet a condition precedent to borrowing if a request for borrowing was to be made on the Fourth Amendment Effective Date).

4.13 Projections. The Purchasers and Holders shall have received: (a) projections of the Note Parties prepared by management of the Issuer, which will be quarterly for the first year after the Fourth Amendment Effective Date and annually thereafter for the term of the Agreement (and the Purchasers and Holders hereby confirm that they have received such projections as of August 11, 2023), (b) with respect to the Acquired Properties, monthly production and accounting lease operating statements for (i) the twelve (12) months ended December 31, 2022, and (ii) each month ending at least sixty (60) calendar days prior to the Fourth Amendment Effective Date and (c) with respect to the other Oil and Gas Properties of the Issuer and its Subsidiaries, (i) the twelve (12) months ended December 31, 2022, and (ii) each month ending at least sixty (60) calendar days prior to the Fourth Amendment Effective Date.

4.14 Reserve Reports. The Purchasers and Holders shall have received (a) a satisfactory risked ARIES database evaluating the proved developed producing reserves, proved developed non-producing and proved undeveloped reserves, in each case of the Acquired Properties constituting Oil and Gas Properties, prepared by the Issuer (the “Initial Acquisition Reserve Report” and the Purchasers and Holders hereby confirm that they have received the Initial Acquisition Reserve Report as of August 11, 2023), (b) a satisfactory risked ARIES database evaluating the proved developed producing reserves, proved

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developed non-producing and proved undeveloped reserves, in each case, of the Issuer’s existing Oil and Gas Properties as of March 31, 2023, prepared by the Issuer (the “Updated Reserve Report”), (c) to the extent received from the Sellers, any supplements to the Initial Acquisition Reserve Report in respect of any updated production or reserve classification changes as of the date at least sixty (60) calendar days prior to the Fourth Amendment Effective Date and (d) any supplements to the Updated Reserve Report in respect of any updated production or reserve classification changes as of the date at least sixty (60) calendar days prior to the Fourth Amendment Effective Date.

4.15 Title; Environmental. Under the Acquisition Agreement, the sum of (a) all “Title Defect Amounts” and “Environmental Defect Amounts” that exceed the applicable “Individual Defect Threshold” (less any adjustments to the unadjusted Purchase Price prior to the Fourth Amendment Effective Date with respect to Title Benefits) plus (b) the aggregate “Allocated Value” attributable to any Acquired Properties excluded from the Acquired Properties conveyed to Buyer on the Fourth Amendment Effective Date pursuant to Section 2.2.4 or Section 5.1 of the Acquisition Agreement as in effect on August 11, 2023, plus (c) the aggregate Casualty Loss Amounts shall be less than fifteen percent (15%) of the unadjusted Purchase Price.

4.16 Fees; Expenses; Interest. All fees and expenses due to the Additional Note Purchasers, the other Purchasers and Holders, the Agent and any of their Affiliates required to be paid on the Fourth Amendment Effective Date will have been paid (which amounts may be offset against the purchase of Additional Notes under the Agreement on the Fourth Amendment Effective Date); provided that, in the case of expenses, invoices with respect thereto have been received by the Issuer no later than three (3) Business Days prior to the Fourth Amendment Effective Date (or such shorter time as the Issuer may reasonably agree). The Issuer shall have paid all accrued and unpaid interest through the Fourth Amendment Effective Date on the Notes outstanding immediately prior to the Fourth Amendment Effective Date.

4.17 First Lien Credit Agreement Documents; Intercreditor Documents. The Purchasers and the Holders shall have received any amendments to the First Lien Credit Agreement to effectuate the transactions contemplated hereby and executed counterparts to the Intercreditor Consent (as defined below).

4.18 Representations and Warranties. The representations and warranties (a) in the Acquisition Agreement made by or on behalf of the Seller and its subsidiaries that are material to the interests of the Purchasers and Holders, but only to the extent that the Buyer has the right (taking into account any applicable cure provisions) to terminate its obligations under the Acquisition Agreement (or to decline to consummate the Acquisition) as a result of a breach of such representations and warranties in the Acquisition Agreement, are true and correct in all material respects as of the Fourth Amendment Effective Date and (b) of the Issuer in Sections 4.1, 4.2 (to the extent relating to the entering into and performance of the applicable Note Documents), 4.3(b), 4.8, 4.20 (subject to Section 5.3 hereof and Section 7.3 of the Agreement), 4.22, 4.23 (as of the Fourth Amendment Effective Date after giving effect to the transactions contemplated hereby), 4.24, 4.25, 4.27 and 4.28 (with respect to any Beneficial Ownership Certification delivered pursuant to Section 4.22 of this Amendment) of the Agreement are true and correct in all material respects as of the Fourth Amendment Effective Date; provided that, in each case, to the extent any of such representations and warranties are qualified by or subject to materiality, “material adverse effect”, “material adverse change” or similar term or qualification, such representations and warranties shall be true and correct in all respects.

4.19 ▇▇▇▇▇▇. The Note Parties shall have not made any changes to, Unwound or let expire or lapse Swap Agreements in existence on August 11, 2023, without the prior written consent of EIG and the Purchasers and Holders shall have received evidence that the applicable Hedging Requirements (as defined below) shall have been satisfied.

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4.20 No Default or Event of Default. (i) No Default or Event of Default had occurred and was continuing under the Existing Agreement on the date on which the Acquisition Agreement was executed by the parties thereto and (ii) no Event of Default under Section 8.1(a), 8.1(b), 8.1(f) (with respect to the First Lien Credit Agreement), 8.1(h) or 8.1(i) under the Agreement shall have occurred and be continuing as of the Fourth Amendment Effective Date.

4.21 Financial Covenants. As of the Fourth Amendment Effective Date, after giving effect to the Acquisition and the other transactions contemplated hereby, the Issuer shall be in pro forma compliance with the financial covenants of Section 7.1 of the Agreement.

4.22 KYC. The Agent, the Purchasers and the Holders shall have received, at least three (3) Business Days (or such shorter period as the Agent may agree) prior to the Fourth Amendment Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act and, to the extent the Issuer qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a certification regarding beneficial ownership required by the Beneficial Ownership Regulation in relation to the Issuer, that has been reasonably requested by the Purchasers or Holders in writing to the Issuer at least ten (10) Business Days prior to the Fourth Amendment Effective Date.

4.23 DTC Eligibility; Bloomberg. The Issuer shall have caused (i) the Global Notes to have been registered in the name of CEDE & CO. as nominee of the DTC or another nominee of the DTC in the form of one or more global notes substantially in the form attached hereto as Exhibit C-1 and Exhibit C-2 and (ii) the Global Notes to be (x) eligible for quotation on Bloomberg and (y) assigned a CUSIP and ISIN number (provided that, in the case of (ii) that the Global Notes have been registered with the DTC).

4.24 Borrowing Base Properties. The Purchasers and the Holders shall have received satisfactory title information on at least 85% of PV-9 of the Oil and Gas Properties evaluated in the Initial Acquisition Reserve Report and the Updated Reserve Report (and after giving effect to the Acquisition) and the Mortgaged Properties shall represent at least 85% of the total value of PV-9 of the Oil and Gas Properties evaluated in such Reserve Reports (and after giving effect to the Acquisition) (the “Mortgage and Title Condition”); provided that, if the Note Parties are unable to satisfy the Mortgage and Title Condition on or prior to the Fourth Amendment Effective Date after using commercially reasonable efforts to do so without undue burden or expense, then the satisfaction of such condition shall be subject to Section 5.3 of this Amendment and satisfaction of this Section 4.24 shall not constitute a condition to the Fourth Amendment Effective Date.

4.25 Redemption of Exiting Holders. All amounts due to the Exiting Holders shall have been paid or will be paid concurrently with the Fourth Amendment Effective Date.

Section 5. Acquisition-Related Covenants.

5.1 No later than October 25, 2023 (or such later date that Designated Holder may agree in its sole discretion) (the “60% PDP Swap Date”), the Note Parties shall enter into (at then market prices) and thereafter maintain Swap Agreements reasonably satisfactory to the Designated Holder with Approved Counterparties pursuant to which the Note Parties shall hedge notional volumes not less than, for each calendar month following the 60% PDP Swap Date through the three (3)-year anniversary of the 60% PDP Swap Date, 60% of the reasonably anticipated projected production of crude oil and natural gas, calculated separately, from Proved Developed Producing Reserves from the Note Parties’ Oil and Gas Properties (after giving effect to the Acquisition as if all the properties contemplated to be acquired had been acquired).

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5.2 No later than thirty (30) days after the Fourth Amendment Effective Date (or such later date that the Designated Holder may decide in its sole discretion) (the “75% PDP Swap Date”), the Note Parties shall enter into (at then market prices) and thereafter maintain Swap Agreements reasonably satisfactory to the Designated Holder with Approved Counterparties pursuant to which the Note Parties shall hedge notional volumes not less than, for each calendar month following the 75% PDP Swap Date through the two (2)-year anniversary of the 75% PDP Swap Date, 75% of the reasonably anticipated projected production of crude oil and natural gas, calculated separately, from Proved Developed Producing Reserves from the Note Parties’ Oil and Gas Properties (after giving effect to the Acquisition) (this Section 5.2, together with Section 5.1, collectively, the “Hedging Requirements”).

5.3 No later than sixty (60) days after the Fourth Amendment Effective Date (or such later date that the Designated Holder may decide in its sole discretion), after giving effect to any additional title information and Mortgages delivered by the Note Parties pursuant to Section 4.24 of this Amendment, the Mortgage and Title Condition shall have been satisfied.

Any failure to comply with the covenants in Section 5.1 and Section 5.2 shall constitute an Event of Default under Section 8.1(e) of the Agreement (including, for the avoidance of doubt, any grace periods available thereunder) and with the covenant in Section 5.3 shall constitute an Event of Default under Section 8.1(d) of the Agreement.

Section 6. Miscellaneous.

6.1 Confirmation. All of the terms and provisions of the Agreement, as amended by this Amendment, are, and shall remain, in full force and effect following the effectiveness of this Amendment. Neither the execution by the Agent or the Purchasers or Holders of this Amendment, nor any other act or omission by the Agent or the Purchasers or Holders or their officers in connection herewith, shall be deemed to be an agreement by the Agent or the Purchasers or Holders to agree to any future requests.

6.2 Ratification and Affirmation. Each Obligor hereby (a) acknowledges the terms of this Amendment; (b) ratifies, approves and affirms (i) its obligations under, and acknowledges, renews and extends its continued liability under, each Note Document and agrees that each Note Document remains in full force and effect except as expressly amended hereby and (ii) that the Liens created by the Note Documents to which it is a party are valid and continuing and secure the Obligations in accordance with the terms thereof, after giving effect to this Amendment; and (c) agrees that from and after the Fourth Amendment Effective Date (i) each reference to the Agreement in the other Note Documents shall be deemed to be a reference to the Agreement, as amended by this Amendment and (ii) this Amendment does not constitute a novation of the Agreement.

Section 7. Note Document. This Amendment is a Note Document.

7.1 Authorization. The undersigned Holders and Purchasers, constituting all of the Holders and Purchasers outstanding both prior to and immediately following the effectiveness of this Amendment (other than the Exiting Holders), by their signatures hereto, hereby authorize and direct the Agent to execute and deliver this Amendment and the Intercreditor Agreement substantially in the form of Exhibit B hereto (the “Intercreditor Consent”).

7.2 Counterparts. This Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or email transmission shall be effective as delivery of a manually executed counterpart of this Amendment. The words “execution,” “signed,” “signature,” and words of like import

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in this Amendment shall be deemed to include electronic signatures or electronic records, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Section 10.1 of the Agreement shall apply to this Amendment.

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

7.4 GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK. Section 10.16 and Section 10.17 of the Agreement shall be incorporated herein mutatis mutandis.

7.5 Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

7.6 No Claims. Each Obligor represents and warrants that as of the date of this Amendment, it has no knowledge of events or circumstances that would reasonably be expected to give rise to a claim against any Holder or Purchaser or the Agent.

7.7 Severability. In case any provision herein or obligation hereunder shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

7.8 Headings. Section headings herein are included herein for convenience of reference only and shall not constitute a part hereof for any other purpose or be given any substantive effect.

7.9 Exiting Holder. The parties hereto agree that (i) the Notes of any Holder under the Existing Agreement that is not signatory to this Amendment (such Holder, an “Exiting Holder”) shall be redeemed and repaid in full by the Issuer as of the Fourth Amendment Effective Date, (ii) upon receipt by each Exiting Holder of an amount equal to all principal, interest, fees and breakage costs (if any) in respect of outstanding Notes and other Obligations owing to such Exiting Holder under the Agreement and the other Note Documents arising from its Notes, such Exiting Holder shall cease with immediate effect to be a party to and a Holder under the Agreement and the other Note Documents, (iii) no Exiting Holder shall have any obligations or liabilities under the Agreement as a Holder with respect to the period from and after the Fourth Amendment Effective Date and (iv) no Exiting Holder shall have any rights under the Agreement or any other Note Document as a Holder; provided that the rights under the Agreement expressly stated to survive the termination of the Agreement and the repayment of amounts outstanding thereunder shall survive for the benefit of each Exiting Holder. To the extent anything in the Agreement (either prior to or following the Fourth Amendment Effective Date) does not permit the redemption of an Exiting Holder, the Agreement shall be deemed to be amended for the purposes of permitting the redemption in accordance with this Section 7.9. In the event that any Exiting Holder is not redeemed in full on or about the Fourth Amendment Effective Date, this Amendment shall be void ab initio to the extent all Holders or Purchasers consent is required.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first written above.

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PURCHASERS:

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Schedule 1

Commitments of Additional Note Purchasers

Appendix A

Commitments

Exhibit A

Amendments to Existing Agreement

[See attached.]

Exhibit A to ThirdFourth Amendment

SILVERBOW RESOURCES, INC.

SENIOR SECURED SECOND LIEN NOTES DUE

20242028

$200,000,000500,000,000 NOTE PURCHASE AGREEMENT

DATED AS OF

DECEMBER 15, 2017

TABLE OF CONTENTS

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Exhibit A to ThirdFourth Amendment

SILVERBOW RESOURCES, INC.

This NOTE PURCHASE AGREEMENT, dated as of December 15, 2017 (together with any amendments, restatements, supplements or other modifications, the “Agreement”), is entered into by and among SILVERBOW RESOURCES, INC., a Delaware corporation (the “Issuer”), the HoldersPurchasers (as defined below) from time to time party hereto and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (as successor-in-interest to U.S. BANK NATIONAL ASSOCIATION), as agent and collateral agent for the Holders (as defined herein) and any other Secured Parties (as defined herein) (in such capacity, together with any successor in such capacity, the “Agent”).

W I T N E S E T H:

In consideration of the mutual covenants and agreements contained herein and the Notes to be purchased by the HoldersPurchasers, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I.

DEFINITIONS AND INTERPRETATION

1.1 Terms Defined Above. As used in this Agreement, each term defined above has the meaning indicated above.

1.2 Definitions. The following terms used herein, including in the preamble, recitals, exhibits and schedules hereto, shall have the following meanings:

“ABR” means, for any day, a rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the greatest of (a) the Prime Rate in effect on such day, (b) the NYFRB Rate in effect on such day plus ¹⁄₂ of 1% (or if such day is not a Business Day, the immediately preceding Business Day), and (c) if available, Adjusted Term SOFR plus 1%. Any change in ABR due to a change in the Prime Rate, the NYFRB Rate or Adjusted Term SOFR shall be effective as of the opening of business on the effective date of such change in the Prime Rate, the NYFRB Rate or Adjusted Term SOFR, respectively. For the avoidance of doubt, if the ABR shall be less than 2.003.00%, such rate shall be deemed to be 2.003.00% for purposes of this Agreement. In the event the Calculation Agent on any interest determination date is required, but is unable, to determine a benchmark rate in accordance with at least one of the procedures describe in clauses (a), (b) or (c) above, ABR shall be Adjusted Term SOFR as determined in reference to the last published Term SOFR Reference Rate (or as otherwise agreed in writing by the Requisite HoldersDesignated Holder and the Issuer).

“ABR Note” means Notes the rate of interest applicable to which is based upon the ABR. For the avoidance of doubt, Notes shall constitute ABR Notes only as set forth in Section 2.15(a).

“Accepting HoldersAccounting Changes” as defined in Section 2.101.3(ea).

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“Additional Notes” means any Note purchased by any Additional Note Purchaser pursuant to the Fourth Amendment.

“Additional Note Purchasers” as defined in the Fourth Amendment.

“Adjusted Term SOFR” means, for purposes of any calculation, an interest rate per annum equal to (a) Term SOFR for such calculation plus (b) 0.25%; provided that if Adjusted Term SOFR as so determined would be less than 1.002.00%, such rate shall be deemed to be 1.002.00% for the purposes of this Agreement.

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Affiliate”means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Affiliated HolderPurchaser” means a HolderPurchaser that is an Affiliate of the Issuer or any other Group Member.

“Affiliated HolderPurchaser Assignment and Assumption” as defined in Section 10.7(j)(i).

“Agent” as defined in the preamble hereto.

“Agents” means the Agent, Paying Agent, Registrar and Calculation Agent.

“Agent’s Account” means an account designated by Agent from time to time as the account into which Note Parties shall make all payments to Agent for the benefit of the Agent and the Holders under this Agreement and the other Note Documents.

“Agent’s Office” means the “Agent’s Office” as set forth on Appendix B or such other office as Agent may from time to time designate in writing to the Issuer and each Holder.

“Aggregate Amounts Due” as defined in Section 2.13.

“Agreement” as defined in the preamble hereto.

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Issuer or any of its Affiliates from time to time concerning or relating to bribery or corruption.

“Applicable Margin” means, for any day, (a) with respect to any Note (other than an ABR Note), a rate per annum equal to Adjusted Term SOFR plus 7.50% and (b) with respect to any ABR Note, a rate per annum equal to the ABR plus 6.50%.

“Applicable Office” means the office through which a Holder’sPurchaser’s investment in any Note is made.

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“Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and Clearstream that apply to such transfer or exchange.

“Approved Counterparty” means with respect to any Swap Agreement (a) any First Lien Lender or any Affiliate of a First Lien Lender, (b) any other Person whose long term senior unsecured debt rating is A-/A3 by S&P or ▇▇▇▇▇’▇ (or their equivalent) or higher or (c) any other Person consented to by the Requisite HoldersDesignated Holder (such consent not to be unreasonably withheld, conditioned or delayed), in each case, at the time the applicable Swap Agreement (or any transaction thereunder) is entered into.

“Approved Petroleum Engineers” means (a) Netherland, ▇▇▇▇▇▇ & Associates, Inc., (b) ▇▇▇▇▇ ▇▇▇▇▇ Company Petroleum Consultants, L.P., (c) ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇, (d) ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ & Associates, Inc., (e) ▇▇ ▇▇▇▇ ▇nd Associates and (f) any other independent petroleum engineers proposed by the Issuer and reasonably acceptable to the Requisite HoldersDesignated Holder (provided that any independent reserve engineer acceptable to the First Lien Administrative Agent shall be deemed acceptable to the Requisite HoldersDesignated Holder).

“ASC” means the Financial Accounting Standards Board Accounting Standards Codification, as in effect from time to time.

“Asset Coverage Ratio” means, with respect to any date of determination, the ratio of (a) the Proved Developed Producing PV-10 as of such date plus Swap Mark-to-Market Value as of such date to (b) the Total Net Indebtedness as of such date.; provided that, the Strip Price to determine such Proved Developed Producing PV-10 for the purposes of testing the Minimum Asset Coverage Ratio shall be determined on the last Business Day of the applicable fiscal quarter for which the Minimum Asset Coverage Ratio is being tested, and for any other purposes shall be determined as of one Business Day before the date when compliance therewith is required.

“Asset Sale” means a sale, lease or sublease (as lessor or sublessor), sale and leaseback, assignment, conveyance, license, transfer or other disposition to, or any exchange of property with, any Person, in one transaction or a series of related transactions, of all or any part of any Person’s businesses, assets or properties of any kind, whether real, personal, or mixed and whether tangible or intangible, whether now owned or hereafter acquired, including the Equity Interest owned by such Person (in each case of the foregoing, excluding any Casualty Event).

“Assignment Agreement” means an Assignment and Assumption Agreement substantially in form of Exhibit H or any other form approved by the Requisite HoldersDesignated Holder.

“Authentication Order” means a written order of the Issuer signed by two Responsible Officers of the Issuer to the Agent.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

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“Bail-In Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Bankruptcy Code” means The Bankruptcy Reform Act of 1978 as codified as 11 U.S.C. Section 101 et seq., as amended from time to time and any successor statute.

“Beneficial Ownership Certification” means a certification regarding beneficial ownership or control as required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

“Bloomberg” means Bloomberg Financial Markets.

“Board” means the Board of Governors of the Federal Reserve System of the United States of America or any successor Governmental Authority.

“Board of Directors” means (a) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board; (b) with respect to a partnership, the Board of Directors of the general partner of the partnership; (c) with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof; and (d) with respect to any other Person, the board or committee of such Person serving a similar function.

“Borrowing Base” means, at any particular time, the Dollar amount determined to be the “Borrowing Base” in accordance with the terms of the First Lien Credit Agreement, including any redetermination or adjustment thereof in accordance with the terms of the First Lien Credit Agreement; provided that such Borrowing Base is a conforming commercial banking borrowing base for oil and gas secured loan transactions, as determined by the First Lien Lenders, in accordance with their customary oil and gas lending criteria as they exist at the particular time and in accordance with the First Lien Credit Agreement, including customary mechanisms for periodic redeterminations thereof (it being acknowledged and agreed that the Borrowing Base determined in accordance with the First Lien Credit Agreement as in effect on the date hereof satisfies such standard).

“Borrowing Base Deficiency” has the meaning set forth in the First Lien Credit Agreement.

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City or, Houston, Texas or the required place of payment are authorized or required by law or other governmental action to remain closed.

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“Calculation Agent” means the agent appointed by the Issuer for the purposes of determining Adjusted Term SOFR, Term SOFR or the Term SOFR Reference Rate (or other applicable benchmark rate). U.S. Bank Trust Company, National Association shall be the initial Calculation Agent.

“Called Principal” means, with respect to any Note, the amount of principal of such Note that is to be prepaidredeemed or repurchased pursuant to Section 2.9 or Section 2.10 or has become or is declared to be immediately due and payable pursuant to Section 8.2, as the context requires.

“Cash” means money, currency or a credit balance in any demand or deposit account.

“Cash Equivalents” means (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States Government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition; (b) certificates of deposit, time deposits, eurodollar time deposits or overnight bank deposits having maturities of six months or less from the date of acquisition issued by any commercial bank organized under the laws of the United States or any state thereof having combined capital and surplus of not less than $500,000,000; (c) commercial paper of an issuer rated at least A-1 by S&P or P-1 by ▇▇▇▇▇’▇, or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of commercial paper issuers generally, and maturing within six months from the date of acquisition or (d) repurchase obligations of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than 30 days, with respect to securities issued or fully guaranteed or insured by the United States government.

“Casualty Event” means any loss, casualty or other insured damage to, or any nationalization, taking under power of eminent domain or by condemnation or similar proceeding of, any Property of the Issuer or any of its Restricted Subsidiaries having a Fair Market Value (when considered in the aggregate for all such Property subject to the particular event) in excess of $20,000,000.

“Change in Control” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person (other than a Permitted Holder) or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the Second Amendment Effective Date) (other than a group of Permitted Holders) of Equity Interests representing more than 50% of the aggregate issued and outstanding Voting Interests of the Issuer, (b) occupation of a majority of the seats (other than vacant seats) on the board of directors of the Issuer by Persons who were not (i) directors of the Issuer on the date of this Agreement nor (ii) nominated or appointed by the board of directors of the Issuer, (c) the Issuer shall cease to own and control, of record and beneficially, directly or indirectly, 100% of each class of outstanding Equity Interest of each of its Restricted Subsidiaries (it being understood that the foregoing shall not restrict any Disposition of all the Equity Interests of a Restricted Subsidiary to the extent permitted hereunder) or (d) a Specified Change in Control shall have occurred.

“Chesapeake Acquisition Agreement” means that certain Purchase and Sale Agreement, dated as of August 11, 2023, by and among SilverBow Resources Operating, as buyer, Chesapeake Exploration, L.L.C., an Oklahoma limited liability company, Chesapeake Operating, L.L.C., an Oklahoma limited liability company, Chesapeake Energy Marketing, L.L.C., an Oklahoma limited liability company and Chesapeake Royalty, L.L.C., an Oklahoma limited liability company, as sellers, together with all exhibits, schedules, annexes, disclosure schedules and side letters thereto.

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“Closing Date” means the date on which all of the conditions precedent set forth in Section 3.1 have been satisfied or waived (which date was December 15, 2017).

“Closing Date Certificate” means a Closing Date Certificate substantially in the form of Exhibit D.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and any successor statute (except as otherwise provided herein).

“Collateral”means all Property of the Note Parties, now owned or hereafter acquired, upon which a Lien is purported to be created by any Security Instrument.

“Commitment” means, as to any HolderPurchaser, the commitment of such HolderPurchaser to purchase Notes in the manner set forth in Section 2.1. “Commitments” means such commitments of all the HoldersPurchasers in the aggregate. The amount of each Holder’sPurchaser’s Commitment as of the Fourth Amendment Effective Date is set forth on Appendix A.

“Communications” as defined in Section 9.7(a).

“Compliance Certificate” means a Compliance Certificate substantially in the form of Exhibit C.

“Confidential Information” as defined in Section 10.18.

“Consolidated Net Income” means with respect to the Issuer and the Consolidated Restricted Subsidiaries, for any period, the aggregate of the net income (or loss) of the Issuer and the Consolidated Restricted Subsidiaries after allowances for taxes for such period determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded from such net income (to the extent otherwise included therein) the following: (a) the net income of any Person in which the Issuer or any Consolidated Restricted Subsidiary has an interest (other than a Consolidated Restricted Subsidiary), except to the extent of the amount of dividends or distributions actually paid in cash during such period by such other Person to the Issuer or to a Consolidated Restricted Subsidiary, as the case may be, from such other Person’s net income; (b) the net income (but not loss) during such period of any Consolidated Restricted Subsidiary to the extent that the declaration or payment of dividends or similar distributions or transfers or loans by that Consolidated Restricted Subsidiary is not at the time permitted by operation of the terms of its charter or any agreement, instrument or Governmental Requirement applicable to such Consolidated Restricted Subsidiary or is otherwise restricted or prohibited; (c) the income (or loss) of any Person accrued prior to the date it becomes a Consolidated Restricted Subsidiary of the Issuer or is merged into or consolidated with the Issuer or any of its Consolidated Restricted Subsidiaries; (d) any extraordinary gains or losses or expenses during such period; (e) non-cash gains or losses under FASB ASC Topic 815 resulting from the net change in mark to market portfolio of commodity price risk management activities during that period; (f) any gains or losses attributable to writeups or writedowns of assets, including ceiling test writedowns; and (g) for any period commencing with the Fiscal Quarter ending March 31, 2022, any net after-tax gains or losses from the cancellation, unwinding, early extinguishment or conversion of (i) obligations arising under Swap Agreements and (ii) other derivative instruments.

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“Consolidated Restricted Subsidiaries” means each Restricted Subsidiary of the Issuer (whether now existing or hereafter created or acquired) the financial statements of which shall be (or should have been) consolidated with the financial statements of the Issuer in accordance with GAAP.

“Consolidated Subsidiaries” means each Subsidiary of the Issuer (whether now existing or hereafter created or acquired) the financial statements of which shall be (or should have been) consolidated with the financial statements of the Issuer in accordance with GAAP.

“Consolidated Total Assets” means, as of any date of determination, the amount that would, in conformity with GAAP, be set forth opposite the caption “total assets” (or any like caption) on a consolidated balance sheet of the Issuer and the other Group Members.

“Control”means the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Control Agreement” means a deposit account control agreement or securities account control agreement (or similar agreement), as applicable, in form and substance reasonably satisfactory to the Requisite HoldersDesignated Holder. Such agreement shall provide a second priority perfected Lien (subject only to Permitted Prior Liens) in favor of the Agent, for the benefit of the Secured Parties, in the applicable Note Party’s Deposit Account and/or Securities Account.

“Controlled Account” means a Deposit Account or Securities Account that is subject to a Control Agreement.

“Covered Entity” means any of the following:

(a) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(b) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

(c) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Covered Party” as defined in Section 10.31.

“Current Assets” means, as of any date of determination, without duplication, the sum of all amounts that would, in accordance with GAAP, be set forth opposite the caption “total current assets” (or any like caption) on a consolidated balance sheet of the Issuer and the other Group Members at such date, plus the unused commitments under the First Lien Credit Agreement, but excluding all non-cash assets under FASB ASC Topic 815.

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“Current Liabilities” means, as of any date of determination, without duplication, the sum of all amounts that would, in accordance with GAAP, be set forth opposite the caption “total current liabilities” (or any like caption) on a consolidated balance sheet of the Issuer and the other Group Members on such date, but excluding (a) all non-cash obligations under FASB ASC Topic 815 and (b) the current portion of the loans under the First Lien Credit Agreement.

“Current Ratio” means, with respect to the Issuer and the Consolidated Restricted Subsidiaries for any date of determination, the ratio of (a) Current Assets as of the last day of the most recently ended Fiscal Quarter (which may be such date of determination) to (b) Current Liabilities on such day.

“Customary Recourse Exceptions” means, with respect to any Non-Recourse Debt of an Unrestricted Subsidiary, exclusions from the exculpation provisions with respect to such Non-Recourse Debt for the voluntary bankruptcy of such Unrestricted Subsidiary, fraud, misapplication of cash, environmental claims, waste, willful destruction and other circumstances customarily excluded by lenders from exculpation provisions or included in separate indemnification agreements in non-recourse financings.

“Debtor Relief Laws” means the Bankruptcy Code of the United States and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Declining Holder” as defined in Section 2.10(e).

“Default” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

“Default Rate” means any interest payable pursuant to Section 2.7(c).

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“Definitive Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.18 hereof, substantially in the form of Exhibit M hereto except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Increases and Decreases in Global Note” (or similar titling) attached thereto.

“Deposit Account” has the meaning assigned to such term in the UCC.

“Depositary”as defined in Section 2.16.

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“Designated Holder” means EIG (or a different specified EIG Entity designated by EIG from time to time in a written notice to the Issuer and Agent); provided that, if at any time the EIG Entities do not collectively own or hold Notes representing at least a majority of the aggregate outstanding principal amounts of all Notes at such time, then the Holders of a majority of aggregate principal amount of Notes shall be entitled to elect a successor Designated Holder, and shall provide notice to the Agents of the new Designated Holder and all information as shall be reasonably requested by such Agents. If any time (for any reason) there is no Designated ▇▇▇▇▇▇, all references hereunder to Designated Holder shall mean the Requisite Holders. Section 2.6(j) shall apply to determinations under this definition with regard to beneficial ownership interests.

“Discharge of First Lien Non-Excluded Obligations” has the meaning assigned to such term in the Intercreditor Agreement.

“Discount Letter” means that certain Letter dated as of the Closing Date between the Issuer, the Holdersholders party thereto and the other parties named therein.

“Discounted Value” means, with respect to the Called Principal of any Note, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis as that on which interest on the Notes is payable) equal to the Reinvestment Yield with respect to such Called Principal.

“Disposition” means, with respect to any property, any sale, lease, sale and leaseback, assignment, conveyance, transfer, casualty, condemnation or other disposition thereof (in one transaction or in a series of transactions and whether effected pursuant to a division or otherwise). The terms “Dispose” and “Disposed of” shall have correlative meanings.

“Disqualified Capital Stock” means any Equity Interest that, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable) or upon the happening of any event, matures or is mandatorily redeemable for any consideration other than other Equity Interests (which would not constitute Disqualified Capital Stock), pursuant to a sinking fund obligation or otherwise, or is convertible or exchangeable for Indebtedness or redeemable for any consideration other than other Equity Interests (which would not constitute Disqualified Capital Stock) at the option of the holder thereof, in whole or in part, on or prior to the date that is one year after the earlier of (a) the Maturity Date and (b) the date on which there are no Notes or other Obligations outstanding.

“Distributable Free Cash Flow” means, as of any time of determination, an amount equal to (a) the sum of Free Cash Flow for each Fiscal Quarter ended during the most recently ended Reference Period minus (b) the difference between (i) the aggregate amount of the Free Cash Flow Utilizations that have occurred on or after the first day of such most recently ended Reference Period through such time of determination and (ii) the aggregate amount of any Free Cash Flow Utilizations that occurred during such Reference Period and which are attributable to Free Cash Flow generated during the four Fiscal Quarter period ending immediately prior to the commencement of such Reference Period.

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“Dollar Denominated Production Payments” means production payment obligations recorded as liabilities in accordance with GAAP, together with all undertakings and obligations in connection therewith.

“Dollars” and the sign “$” mean the lawful money of the United States of America.

“Domestic Subsidiary Group Member” means any Restricted Subsidiary (a) that is organized under the laws of the United States of America or any state thereof or the District of Columbia and (b) that is not a Foreign Group Member.

“DTC” as defined in Section 2.16(a).

“DTC Participant” means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream, respectively (and, with respect to DTC, shall include Euroclear and Clearstream).

“EBITDA” means, for any period, the sum of Consolidated Net Income for such period plus the following expenses or charges to the extent deducted from Consolidated Net Income in such period: (i) interest, (ii) federal and state income taxes, and (iii) depreciation, depletion, amortization and other similar noncash charges, minus all noncash income (including cancellation of indebtedness income) added to Consolidated Net Income (excluding any such non cash item to the extent it represents the reversal of an accrual or reserve for potential cash item in any prior period); provided that any realized cumulative cash gains or losses resulting from the settlement of commodity price risk contracts on or prior to December 31, 2020 and not included in Consolidated Net Income shall, to the extent not included, be added to EBITDA in the case of such gains and subtracted from EBITDA in the case of such losses (provided that (x) in all events any such realized cumulative cash gains or losses shall be applied in equal monthly installments across the term which would have been in effect had such applicable commodity price risk contract not been settled and (y) for the avoidance of doubt, any realized cumulative cash gains and losses with respect to the cancellation, unwinding, early extinguishment or conversion of obligations arising under Swap Agreements and other derivative instruments, in each case, on or after January 1, 2021 shall not be added to EBITDA to the extent not included in Consolidated Net Income); provided further that for the purposes of calculating EBITDA for any period of four consecutive Fiscal Quarters for which financial statements were delivered pursuant to Section 6.1(a) or Section 6.1(b), as applicable (each, a “Reference Period”), (a) if during such Reference Period (or, in the case of pro forma calculations, during the period from the last day of such Reference Period to and including the date as of which such calculation is made) the Issuer or any Consolidated Restricted Subsidiary shall have made a Material Disposition or Material Acquisition, EBITDA (including Consolidated Net Income) for such Reference Period shall be calculated after giving pro forma effect thereto as if such Material Disposition or Material Acquisition by the Issuer or its Consolidated Restricted Subsidiaries occurred on the first day of such Reference Period (with the Reference Period for the purposes of pro forma calculations being the most recent period of four consecutive Fiscal Quarters for which the relevant financial information is available) and (b) if any calculations in the foregoing clause (a) are made on a pro forma basis, such pro forma adjustments are factually supportable and subject to supporting documentation and otherwise acceptable to the AgentDesignated Holder . As used in this definition, “Material Acquisition”

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means any acquisition by the Issuer or its Consolidated Restricted Subsidiaries of property or series of related acquisitions of property that involves consideration in excess of $5,000,000, and “Material Disposition” means any Disposition or series of related Dispositions that yields gross proceeds to the Issuer or any Consolidated Restricted Subsidiary in excess of $5,000,000. For avoidance of doubt, amounts added back or subtracted from Consolidated Net Income pursuant to this definition shall be without duplication of gains or losses excluded from Consolidated Net Income.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein and Norway.

“EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“EIG” means EIG Credit Management Company, LLC.

“EIG Entities” means EIG and any of its Affiliates, and shall include, without limitation, certain funds, accounts and clients managed, advised, sub-managed or sub-advised by EIG or its Affiliates, as the context may require.

“Eligible Assignee” means (a) any HolderPurchaser , (b) any Related Fund or Affiliate of a HolderPurchaser and (c) any Institutional Investor (other than any HolderPurchaser , Related Fund or Affiliate thereof) or other Person in each such case in this clause (c) with the consent of the Issuer, such consent not to be unreasonably withheld, conditioned or delayed; provided that the parties hereto acknowledge that the Issuer’s refusal to provide such consent with respect to any Institutional Investor that is either an activist fund or a distressed fund shall be deemed to be reasonable; provided further that (i) if an Event of Default has occurred and is continuing, the consent of the Issuer will not be required and (ii) the Issuer shall be deemed to have consented to any such Person unless it shall object thereto by written notice to the Agent within ten (10) Business Days after having received written notice thereof.

“Environmental Laws” means all Governmental Requirements relating to the environment, the preservation or reclamation of natural resources, the regulation or management of any harmful or deleterious substances, or to health and safety as it relates to environmental protection or exposure to harmful or deleterious substances.

“Environmental Permit” means any permit, registration, license, notice, approval, consent, exemption, variance, or other authorization required under or issued pursuant to applicable Environmental Laws.

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“Equity Interests”means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such Equity Interest.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute.

“ERISA Affiliate” means any entity (whether or not incorporated) which together with the Issuer or a Subsidiary would be treated as a single employer under Section 4001(b)(1) of ERISA or Section 414(b) or (c) of the Code or, for purposes of provisions relating to Section 412 of the Code and Section 302 of ERISA, Section 414 (m) or (o) of the Code.

“ERISA Event” means (a) a Reportable Event, (b) the withdrawal of the Issuer, any other Group Member or any ERISA Affiliate from a Plan subject to Section 4063 of ERISA during a plan year in which it was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA, (c) a complete or partial withdrawal by the Issuer, any other Group Member or any ERISA Affiliate from a Multiemployer Plan; (d) the filing (or the receipt by any Group Member or any ERISA Affiliate) of a notice of intent to terminate a Plan under Section 4041(c) of ERISA or the treatment of a Plan amendment as a termination under Section 4041 of ERISA, (e) the institution of proceedings to terminate a Plan by the PBGC, (f) the receipt by any Group Member or any ERISA Affiliate of a notice of withdrawal liability pursuant to Section 4202 of ERISA, (g) any other event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan or the incurrence by any Group Member or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan, including but not limited to the imposition of any Lien in favor of the PBGC, (h) on and after the effectiveness of the Pension Act, a determination that a Plan is, or would be expected to be, in “at risk” status (as defined in 303(i)(4) of ERISA or 430(i)(4) of the Code) or (i) the failure of any Group Member or any ERISA Affiliate to make by its due date, after expiration of any applicable grace period, a required installment under Section 430(j) of the Code with respect to any Plan or any failure by any Plan to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived, or the failure by the Issuer, any other Group Member or any of their respective ERISA Affiliates to make any required contribution to a Multiemployer Plan.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.

“Event of Default” as defined in Section 8.1.

“Excepted Liens” means: (a) Liens for Taxes, assessments or other governmental charges or levies which are not delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP; (b) Liens in connection with workers’ compensation, unemployment insurance or other social security, old age pension or public liability obligations which are not delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in

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accordance with GAAP; (c) statutory landlord’s liens, operators’, vendors’, carriers’, warehousemen’s, repairmen’s, mechanics’, suppliers’, workers’, materialmen’s, construction or other like Liens arising by operation of law in the ordinary course of business or incident to the exploration, development, operation and maintenance of Oil and Gas Properties each of which is in respect of obligations that are not delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP; (d) contractual Liens which arise in the ordinary course of business under operating agreements, joint venture agreements, oil and gas partnership agreements, oil and gas leases, farm-out agreements, division orders, contracts for the sale, transportation or exchange of oil and natural gas, unitization and pooling declarations and agreements, area of mutual interest agreements, overriding royalty agreements, marketing agreements, processing agreements, net profits agreements, development agreements, gas balancing or deferred production agreements, injection, repressuring and recycling agreements, salt water or other disposal agreements, seismic or other geophysical permits or agreements, and other agreements, in each case, which are usual and customary in the oil and gas business and are for claims which are not delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP, provided that any such Lien referred to in this clause does not materially impair (i) the use of the Property covered by such Lien for the purposes for which such Property is held by the Issuer or any other Group Member or (ii) the value of such Property subject thereto; (e) Liens arising by virtue of any statutory or common law provision or customary deposit account terms relating to banker’s liens, rights of set-off or similar rights and remedies and burdening only deposit accounts or other funds maintained with a creditor depository institution, provided that no such deposit account is a dedicated cash collateral account or is subject to restrictions against access by the depositor in excess of those set forth by regulations promulgated by the Board and no such deposit account is intended by Issuer or any other Group Member to provide collateral to the depository institution; (f) zoning and land use requirements, easements, restrictions, servitudes, permits, conditions, covenants, exceptions or reservations in any Property of the Issuer or any other Group Member for the purpose of roads, pipelines, transmission lines, transportation lines, distribution lines for the removal of gas, oil, coal or other minerals or timber, and other like purposes, or for the joint or common use of real estate, rights of way, facilities and equipment, that do not secure any monetary obligations and which in the aggregate do not materially impair (i) the use of such Property for the purposes of which such Property is held by the Issuer or any other Group Member or (ii) the value of such Property subject thereto; (g) Liens on cash or securities pledged to secure performance of tenders, surety and appeal bonds, government contracts, performance and return of money bonds, bids, trade contracts, leases, statutory obligations, regulatory obligations and other obligations of a like nature, in each case, incurred in the ordinary course of business; (h) judgment and attachment Liens not giving rise to an Event of Default, provided that any appropriate legal proceedings which may have been duly initiated for the review of such judgment shall not have been finally terminated or the period within which such proceeding may be initiated shall not have expired and no action to enforce such Lien has been commenced; (i) Liens, titles and interests of lessors of personal Property leased by such lessors to the Issuer or any other Group Member, restrictions and prohibitions on encumbrances and transferability with respect to such Property and the Issuer’s or such Group Member’s interests therein imposed by such leases, and ▇▇▇▇▇ and encumbrances encumbering such lessors’ titles and interests in such Property and to which the Issuer’s or such Group Member’s leasehold interests may be subject or subordinate, in each case, whether or not evidenced by UCC financing statement

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filings or other documents of record; provided that such Liens do not secure Indebtedness of the Issuer or any other Group Member and do not encumber Property of the Issuer or any other Group Member other than the Property that is the subject of such leases; and (j) Liens, titles and interests of licensors of software and other intangible personal Property licensed by such licensors to the Issuer or any other Group Member, restrictions and prohibitions on encumbrances and transferability with respect to such Property and the Issuer’s or such Group Member’s interests therein imposed by such licenses, and Liens and encumbrances encumbering such licensors’ titles and interests in such Property and to which the Issuer’s or such Group Member’s license interests may be subject or subordinate, in each case, whether or not evidenced by UCC financing statement filings or other documents of record; provided that such Liens do not secure Indebtedness of the Issuer or any other Group Member and do not encumber Property of the Issuer or any other Group Member other than the Property that is the subject of such licenses; provided, further that ▇▇▇▇▇ described in clauses (a) through (e) shall remain “Excepted Liens” only for so long as no action to enforce such Lien has been commenced and no intention to subordinate the Liens granted in favor of the Agent is to be hereby implied or expressed by the permitted existence of any Excepted Liens.

“Excess Proceeds” as defined in Section 2.10(a)(ii).

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and any successor statute.

“Excluded Accounts” means (a) each account all or substantially all of the deposits in which consist of amounts utilized to fund payroll, employee benefit or tax obligations of the Issuer and its Subsidiaries, (b) fiduciary accounts, (c) to the extent necessary or desirable to comply with the terms of a binding purchase agreement, escrow accounts holding amounts on deposit in connection with a binding purchase agreement to the extent that and for so long as such amounts are refundable to the buyer, (d) “zero balance” accounts and (e) other accounts so long as the aggregate average daily maximum balance in any such other account over a 30-day period does not at any time exceed $2,500,000; provided that the aggregate daily maximum balance for all such bank accounts excluded pursuant to this clause (d) on any day shall not exceed $5,000,000.

“Excluded Taxes” as defined in Section 2.14(b).

“Exposure” means, with respect to any HolderPurchaser , as of any date of determination, the outstanding principal amount of the Notes held by such Holder.or beneficially owned by such Purchaser. Each Purchaser covenants and agrees to provide its Exposure to any Agent and the Designated Holder promptly upon request, and the Agents and the Designated Holder shall have no obligation to act in the absence of any Purchaser confirming its Exposure to such Agent and the Designated Holder, as applicable.

“Fair Market Value” means, with respect to any asset or group of assets on any date of determination, the value of the consideration obtainable in a Disposition of such asset or assets at such date of determination assuming a Disposition by a willing seller to a willing purchaser dealing at arm’s length and arranged in an orderly manner over a reasonable period of time having regard to the nature and characteristics of such asset.

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“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof and any treaties or intergovernmental agreements entered into to implement the foregoing (together with any law, regulation or official guidance implementing such agreements).

“FCPA” means the Foreign Corrupt Practices Act of 1977, as amended.

“Federal Funds Effective Rate” means, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depositary institutions, as determined in such manner as the NYFRB shall set forth on its public website from time to time, and published on the next succeeding Business Day by the NYFRB as the federal funds effective rate; provided, that if the foregoing rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“Fee Letter” means that certain Fee Letter dated as of the Closing Date between the Issuer, EIG and the other parties named therein.

“Finance Lease Obligations” means, with respect to any Person, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as finance leases on a balance sheet of such Person under GAAP and, for the purposes of this Agreement, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP.

“Financial Officer” means, for any Person, the chief executive officer, chief financial officer, principal accounting officer or treasurer of such Person or a Person holding a similar role or who is designated in writing as a “Financial Officer” by another Financial Officer. Unless otherwise specified, all references herein to a Financial Officer mean a Financial Officer of the Issuer.

“First Lien Administrative Agent” means JPMorgan Chase Bank, N.A., in its capacity as “Administrative Agent” under and as defined in the First Lien Credit Agreement (or any successor thereto appointed pursuant to Section 11.06 of the First Lien Credit Agreement) or the administrative agent under a Permitted Revolver Refinancing First Lien Credit Agreement, in each case subject to the requirements of Section 7.2(k).

“First Lien Amortization Payment” as defined in Section 2.8(a).

“First Lien Credit Agreement” means that certain First Amended and Restated Senior Secured Revolving Credit Agreement, dated as of April 19, 2017, among the Issuer, the First Lien Administrative Agent and the lenders party thereto, as the same may be amended, restated, modified, or supplemented from time to time, in each case, subject to the Intercreditor Agreement.

“First Lien Credit Facility” means the first lien reserve based revolving credit facility established pursuant to the First Lien Credit Agreement or any first lien reserve based credit facility established pursuant to a Permitted Revolver Refinancing First Lien Credit Agreement.

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“First Lien Lender” means a “Lender” as defined in the First Lien Credit Agreement or any functionally equivalent term in a Permitted Revolver Refinancing First Lien Credit Agreement.

“First Lien Loan Documents” means the “Loan Documents” as defined in the First Lien Credit Agreement or any functionally equivalent term in a Permitted Revolver Refinancing First Lien Credit Agreement.

“First Lien Secured Obligations” means the “Secured Obligations” as defined in the First Lien Loan Documents or any functionally equivalent term under a Permitted Revolver Refinancing First Lien Credit Agreement that describes obligations thereunder that are secured by a Lien on Collateral that is prior to the Liens on the Collateral securing Notes issued pursuant to this Agreement.

“First Offer” as defined in Section 2.10(e).

“First Offer Deadline” as defined in Section 2.10(e).

“Fiscal Quarter” means each fiscal quarter for accounting and tax purposes, ending on the last day of each March, June, September and December.

“Fiscal Year” means each fiscal year for accounting and tax purposes, ending on December 31 of each year.

“Flood Insurance Regulations” means (a) the National Flood Insurance Act of 1968 as now or hereafter in effect or any successor statute thereto, (b) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statue thereto, (c) the National Flood Insurance Reform Act of 1994 (amending 42 USC 4001, et seq.), as the same may be amended or recodified from time to time, (d) the Flood Insurance Reform Act of 2004 and (e) the Biggert Waters Flood Reform Act of 2012, and any regulations promulgated thereunder.

“Foreign Group Member” means, any Group Member that is a Subsidiary of the Issuer which (a) is not organized under the laws of the United States of America or any state thereof or the District of Columbia or (b) is a FSHCO.

“Fourth Amendment” means the Fourth Amendment to Note Purchase Agreement dated as of November 30, 2023.

“Fourth Amendment Effective Date” as defined in the Fourth Amendment (which date is November 30, 2023).

“Free Cash Flow” means, for any Fiscal Quarter, (a) EBITDA of the Issuer and its Consolidated Restricted Subsidiaries during such Fiscal Quarter minus (b) the increase (or plus the decrease) in non-cash Working Capital from the previous Fiscal Quarter minus (c) the sum, in each case without duplication, of the following amounts paid by the Issuer and such Consolidated Restricted Subsidiaries during such Fiscal Quarter: (i) voluntary and scheduled cash prepayments and repayments of Indebtedness of the Issuer and its Consolidated Restricted Subsidiaries (other than the “Loans” (as defined in the First Lien Credit Agreement)) which cannot be reborrowed

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pursuant to the terms of such Indebtedness, (ii) capital expenditures made in cash, (iii) interest expense to the extent paid in cash minus cash interest income, (iv) Taxes paid in cash, (v) exploration expenses or costs paid in cash, (vi) Investments made in cash, (vii) Restricted Payments made in cash (other than any Free Cash Flow Utilization) and (viii) to the extent not included in this clause (c), any other amounts added back to Consolidated Net Income pursuant to the definition of EBITDA.

“Free Cash Flow Utilizations” means any Restricted Payments made in reliance on Section 7.4(a)(iv).

“FSHCO” means any Subsidiary substantially all of the assets of which consist of Equity Interests in one or more Subsidiaries that are “controlled foreign corporations” within the meaning of Section 957 of the Code.

“GAAP” means generally accepted accounting principles in the United States of America as in effect from time to time subject to the terms and conditions set forth in Section 1.3.

“Global Note” as defined in Section 2.16(a).

“Global Note Legend”means the legend applicable to Global Notes contained in Section 10.28.

“Governmental Authority” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Governmental Requirement” means any law (including common law), statute, code, ordinance, order, determination, rule, regulation, judgment, decree, injunction, franchise, permit, certificate, license, authorization or other directive or requirement, whether now or hereinafter in effect, including energy regulations and occupational, safety and health standards or controls, of any Governmental Authority.

“Group Members” means the collective reference to the Issuer and its Restricted Subsidiaries.

“Guarantee and Collateral Agreement” means the Second Lien Guarantee and Collateral Agreement, dated as of the Closing Date, as the same may be amended, modified or supplemented from time to time.

“Guarantors” means:

(a) SilverBow Resources Operating, LLC,

(b) SilverBow Resources USA, Inc.,

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(cb) each other Domestic Subsidiary Group Member that is a Material Subsidiary, that guarantees or otherwise becomes obligated with respect to Indebtedness incurred in reliance on Section 7.2(k) or (l), and

(dc) any other Group Member that guarantees the Obligations at the election of the Issuer.

“Hazardous Material” means any chemical, compound, material, product, byproduct, substance or waste that is defined, regulated or otherwise classified as a “hazardous substance,” “hazardous material,” “hazardous waste,” “solid waste,” “toxic waste,” “extremely hazardous substance,” “toxic substance,” “contaminant,” “pollutant,” or words of similar meaning under any applicable Environmental Law, and for the avoidance of doubt includes Hydrocarbons, radioactive materials, explosives, asbestos or asbestos containing materials, polychlorinated biphenyls, radon, and infectious or medical wastes.

“Hedge Receipts” means any Cash received by or paid to or for the account of any Note Party pursuant to any Unwind of any Swap Agreement in respect of commodities after giving effect to any netting agreements, and excluding in any event any regularly scheduled settlement payments and any payments applied towards amounts outstanding under the First Lien Credit Facility to (a) eliminate any Borrowing Base Deficiency, in an amount equal to such Borrowing Base Deficiency or (b) pay other amounts due under the First Lien Credit Facility.

“Highest Lawful Rate” means, as to any HolderPurchaser, at the particular time in question, the maximum non-usurious rate of interest which, under applicable law, such HolderPurchaser is then permitted to contract for, charge or collect from the Issuer on the Notes or the other obligations of the Issuer hereunder, and as to any other Person, at the particular time in question, the maximum non-usurious rate of interest which, under applicable law, such Person is then permitted to contract for, charge or collect with respect to the obligation in question. If the maximum rate of interest which, under applicable law, the HoldersPurchasers are permitted to contract for, charge or collect from the Issuer on the Notes or the other obligations of the Issuer hereunder shall change after the date hereof, the Highest Lawful Rate shall be automatically increased or decreased, as the case may be, as of the effective time of such change but without notice to the Issuer or any other Person.

“Holders” means each Person listed on the signature pages hereto as a Holder, and any other Person that becomes a party hereto as a Holder pursuant to an Assignment Agreement, other than any such Person that ceases to be a party hereto as a Holder pursuant to an Assignment Agreement.a person in whose name a Note is registered on the Registrar’s books.

“Hydrocarbon Interests” means all rights, titles, interests and estates now or hereafter acquired in and to oil and gas leases, oil, gas and mineral leases, or other liquid or gaseous hydrocarbon leases, mineral fee interests, overriding royalty and royalty interests, net profit interests and production payment interests, including any reserved or residual interests of whatever nature. Unless otherwise indicated herein, each reference to the term “Hydrocarbon Interests” shall mean Hydrocarbon Interests of the Issuer or any other Group Member, as the context requires.

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“Hydrocarbons” means all oil, gas, casinghead gas, drip gasoline, natural gasoline, condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons and all constituents, elements or compounds thereof and all products refined or separated therefrom and all other minerals which may be produced and saved from or attributable to the Oil and Gas Properties of any Person, including all oil in tanks, and all rents, issues, profits, proceeds, products, revenues and other incomes from or attributable to the Hydrocarbon Interests or other properties constituting Oil and Gas Properties.

“Indebtedness” means, for any Person, the sum of the following (without duplication): (a) all obligations of such Person for borrowed money or evidenced by bonds, bankers’ acceptances, debentures, notes or other similar instruments; (b) all obligations of such Person (whether contingent or otherwise) in respect of letters of credit, bank guarantees, surety or other bonds and similar instruments; (c) all accounts payable and all accrued expenses, liabilities or other obligations of such Person to pay the deferred purchase price of Property or services (including insurance premium payables) that are one hundred twenty (120) days past the date of invoice, other than those which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP; (d) all Finance Lease Obligations; (e) all Indebtedness (as defined in the other clauses of this definition) of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) a Lien on any Property of such Person, whether or not such Indebtedness is assumed by such Person; (f) all Indebtedness (as defined in the other clauses of this definition) of others guaranteed by such Person or in which such Person otherwise assures a creditor against loss of the Indebtedness (howsoever such assurance shall be made) to the extent of the lesser of the amount of such Indebtedness and the maximum stated amount of such guarantee or assurance against loss; (g) all obligations or undertakings of such Person to maintain or cause to be maintained the financial position or covenants of others or to purchase the Indebtedness or Property of others; (h) any undischarged balance of any Volumetric Production Payments and any Dollar Denominated Production Payments; (i) all obligations of such Person under take/ship or pay contracts if any goods or services are not actually received or utilized by such Person; (j) any Indebtedness of a partnership for which such Person is liable either by agreement, by operation of law or by a Governmental Requirement but only to the extent of such liability; (k) Disqualified Capital Stock (for purposes hereof, the amount of any Disqualified Capital Stock shall be its liquidation value and, without duplication, the amount of all obligations of such Person with respect to the redemption, repayment or other repurchase in respect of Disqualified Capital Stock); (l) net Swap Obligations of such Person (for purposes hereof, the amount of any net Swap Obligations on any date shall be deemed to be the Swap Termination Value thereof as of such date) and; (m) the undischarged balance of any production payment created by such Person or for the creation of which such Person directly or indirectly received payment and (n) the obligation of SilverBow Resources Operating or any of its Affiliates to pay the Deferred Purchase Price (as defined in the Chesapeake Acquisition Agreement) and/or any Contingent Payments (as defined in the Chesapeake Acquisition Agreement). The Indebtedness of any Person shall include all obligations of such Person of the character described above to the extent such Person remains legally liable in respect thereof notwithstanding that any such obligation is not included as a liability of such Person under GAAP.

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“Indemnified Liabilities” means, collectively, any and all liabilities, obligations, losses, damages, penalties, claims, costs, expenses and disbursements of any kind or nature whatsoever (including the reasonable and documented fees and disbursements of counsel which shall be limited to one firm of counsel for all Indemnitees, taken as a whole, an additional firm of counsel to the AgentAgents , and a single local counsel in each appropriate jurisdiction for all Indemnitees, taken as a whole (and in the case of an actual or reasonably perceived conflict of interest, another firm of counsel in each relevant jurisdiction to the affected indemnified persons similarly situated taken as a whole)), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of (a) this Agreement or the other Note Documents or the transactions contemplated hereby or thereby (including the HoldersPurchasers’ agreement to make Note Purchases or the use or intended use of the proceeds thereof, or any enforcement of any of the Note Documents (including any sale of, collection from, or other realization upon any of the Collateral or the enforcement of the Guarantee and Collateral Agreement)); (b) in connection with any investigative, administrative or judicial proceeding commenced or threatened by any Person, and any reasonable fees or expenses incurred by such Indemnitees in enforcing the indemnity under Section 10.3(a); or (c) any environmental claim against, or any past or present activity, operation, land ownership, or practice of, the Issuer or any of its Restricted Subsidiaries or on any of their respective Properties. Notwithstanding the foregoing, Indemnified Liabilities shall not include Taxes other than any Taxes that represent liabilities arising from any non-Tax claim.

“Indemnified Taxes” means Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any Obligation of any Note Party under any Note Document.

“Indemnitee” as defined in Section 10.3(a).

“Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a DTC Participant.

“Initial Financial Statements” means (a) Issuer’s audited consolidated and consolidating annual financial statements as of December 31, 2016 and (b) Issuer’s unaudited consolidated and consolidating quarterly financial statements as of September 30, 2017.

“Initial Note” means any Note purchased by any Holder pursuant to Section 2.1, as may be evidenced by a promissory note in the form of Exhibit B in connection with the Closing Date.

“Initial Reserve Report” means an internally prepared report of the Issuer dated as of September 30, 2017, with respect to certain Oil and Gas Properties of the Issuer and the other Group Members as of June 30, 2017.

“Institutional Investor” means (a) any bank, trust company, savings and loan association or other financial institution, any pension plan, any investment company, any insurance company, any broker or dealer, or any other similar financial institution or entity, regardless of legal form and (b) any other Person that is a Qualified Institutional Buyer (as defined in Rule 144A promulgated under the Securities Act, as presently in effect) to the extent such Person would not reasonably be considered a competitor or Affiliate of the Issuer.

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“Intercreditor Agreement” means that certain Intercreditor Agreement, dated as of December 15, 2017, by and among the Issuer, the other Note Parties, the Agent and the First Lien Administrative Agent, as such agreement may be amended, restated, amended and restated, supplemented or otherwise modified from time to time.

“Interest” as defined in Section 2.7(a).

“Interest Payment Date” means (a) each Quarterly Date and (b) the Maturity Date.

“Interest Period” means (a) from and including the Closing Date to the next Quarterly Date, and (b) thereafter, from each Quarterly Date to, but not including, the next Quarterly Date.

“Investment” means, for any Person: (a) the acquisition (whether for cash, Property, services or securities or otherwise) of Equity Interests of any other Person or any agreement to make any such acquisition (including any “short sale” or any sale of any securities at a time when such securities are not owned by the Person entering into such short sale); (b) the making of any deposit with, or advance, loan or capital contribution to, assumption of Indebtedness of, purchase or other acquisition of any other Indebtedness of, or equity participation or interest in, or other extension of credit to, any other Person (including the purchase of Property from another Person subject to an understanding or agreement, contingent or otherwise, to resell such Property to such Person, but excluding any such advance, loan or extension of credit having a term not exceeding ninety (90) days representing the purchase price of inventory, goods, supplies or services sold by such Person in the ordinary course of business); (c) [reserved]; or (d) the entering into of any guarantee of, or other contingent obligation (including the deposit of any Equity Interests to be sold) with respect to, Indebtedness or other liability of any other Person and (without duplication) any amount committed to be advanced, lent or extended to such Person.

“IRS” as defined in Section 2.14(e).

“Issuer” as defined in the preamble hereto.

“Lien”means any interest in Property securing an obligation owed to, or a claim by, a Person other than the owner of the Property, whether such interest is based on the common law, statute or contract, and whether such obligation or claim is fixed or contingent, and including but not limited to (a) the lien or security interest arising from a mortgage, encumbrance, pledge, security agreement, conditional sale or trust receipt or a lease, consignment or bailment for security purposes or (b) production payments and the like payable out of Oil and Gas Properties. The term “Lien” shall include easements, restrictions, servitudes, permits, conditions, covenants, exceptions or reservations, including if they burden Property to the extent they secure an obligation owed to a Person other than the owner of the Property. For the purposes of this Agreement, the Issuer and the other Group Members shall be deemed to be the owner of any Property which they have acquired or hold subject to a conditional sale agreement, or leases under a financing lease or other arrangement pursuant to which title to the Property has been retained by or vested in some other Person in a transaction intended to create a financing.

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“Liquidity” means, at any time, the sum of (a) the Unused Availability (only to the extent that the Issuer is then permitted to borrow such amount under the terms of the First Lien Credit Facility) at such time and (b) Unrestricted Cash at such time.

“Make-Whole Amount” means, with respect to the Called Principal of any Note, an amount equal to the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such Note, provided that the Make-Whole Amount shall in no event be less than zero.

“Make-Whole Expiry Date” as defined in Section 2.12(gf).

“Material Adverse Effect” means a material adverse change in, or material adverse effect on (a) the business, operations, Property, condition (financial or otherwise) of the Issuer and the other Group Members taken as a whole, (b) the ability of the Issuer or any other Note Party to perform any of its obligations under any Note Document, (c) the validity or enforceability of any Note Document or (d) the rights and remedies of or benefits available to the Agent orAgents, any Holder or any Purchaser under any Note Document.

“Material Environmental and Social Incident” means (a) an incident or accident caused by the action or inaction of any of the Note Parties or their controlled Subsidiaries that has or could reasonably be expected to have (in the good faith determination of the Issuer) a material and adverse impact on health, safety or the environment (including, in each case, as the result of the release of any Hazardous Material), or (b) a material and prolonged community or worker related grievance or protest directed solely at the Note Parties or their controlled Subsidiaries.

“Material Indebtedness” means Indebtedness (other than the Notes) of any one or more Group Member in an aggregate principal amount exceeding $15,000,000. For purposes of determining Material Indebtedness, the “principal amount” of the obligations of any Group Member in respect of any Swap Agreement at any time shall be the Swap Termination Value.

“Material Subsidiary” means, at any date of determination, each Restricted Subsidiary of the Issuer (a) whose Total Assets (when combined with the assets of such Restricted Subsidiary’s Subsidiaries) at the last day of the most recent Fiscal Quarter of the Issuer for which financial statements were required to be delivered pursuant to Section 6.1 were equal to or greater than five percent (5.0%) of the Consolidated Total Assets of the Issuer and the Restricted Subsidiaries at such date or (b) whose revenues (when combined with the revenues of such Restricted Subsidiary’s Subsidiaries) at the last day of the most recent Fiscal Quarter of the Issuer for which financial statements were required to be delivered pursuant to Section 6.1 were equal to or greater than five percent (5.0%) of the consolidated revenues of the Issuer and the Restricted Subsidiaries at the last day of the most recent Fiscal Quarter of the Issuer for which financial statements were required to be delivered pursuant to Section 6.1, in each case determined in accordance with GAAP; provided that if, at any time and from time to time after the Second Amendment Effective Date, Restricted Subsidiaries that are not Material Subsidiaries have, in the aggregate, (i) Total Assets (when combined with the assets of such Restricted Subsidiary’s Subsidiaries) as of the last day of such Fiscal Quarter that equal, or exceed, seven and a half percent (7.5%) of the Consolidated Total Assets of the Issuer and the Restricted Subsidiaries as of such date or (ii) revenues (when combined with the revenues of such Restricted Subsidiary’s Subsidiaries) during such period that equal or exceed seven and a half percent (7.5%) of the consolidated revenues of the Issuer and the

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Restricted Subsidiaries for such period, in each case, determined in accordance with GAAP, then the term “Material Subsidiary” shall include each such Restricted Subsidiary (starting with the Restricted Subsidiary that accounts for the most revenues or Consolidated Total Assets and then in descending order) necessary to account for at least 92.5% of the consolidated gross revenues and 92.5% of the Consolidated Total Assets, each as described in the previous sentence, so that the remaining non-Material Subsidiaries no longer satisfy such condition.

“Maturity Date” means the earlier of (a) December 15, 20262028 and (b) the date that all Notes shall become due and payable in full hereunder, whether by acceleration or otherwise.

“Minimum Asset Coverage Ratio” is defined in Section 7.1(b).

“Minimum Current Ratio” is defined in Section 7.1(c).

“Minimum Mortgage Requirement” is defined in Section 6.13(a).

“Moody’s” means ▇▇▇▇▇’▇ Investor Services, Inc. and any successor thereto that is a nationally recognized rating agency.

“Mortgage” means each of the mortgages or deeds of trust executed by any one or more Note Parties for the benefit of the Secured Parties as security for the Obligations, together with any supplements, modifications or amendments thereto and assumptions or assignments of the obligations thereunder by any Note Party. “Mortgages” shall mean all of such Mortgages collectively.

“Mortgage Deadline” is defined in Section 6.13(a).

“Mortgaged Property” means any Property owned by any Note Party which is subject to the Liens existing and to exist under the terms of the Security Instruments.

“Multiemployer Plan” means a multiemployer plan as defined in Section 3(37) or 4001(a)(3) of ERISA.

“Net Asset Sale Proceeds” means, with respect to any Asset Sale, an amount equal to: (a) the sum of Cash payments and Cash Equivalents received by the Issuer or any of its Restricted Subsidiaries from such Asset Sale (including any Cash or Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) or, if after giving effect to such Asset Sale, the Issuer is required to prepay the Loans pursuant to Section 2.10(a)(i)(A), all consideration received by the Issuer or any of its Restricted Subsidiaries, minus (b) any bona fide costs and expenses (including, without limitation, legal, accounting and investment banking fees, and sales commissions) incurred in connection with such Asset Sale, including income or gains Taxes paid or payable as a result of such Asset Sale (after taking into account any available tax credits or deductions and any tax-sharing arrangements) or reserves taken in respect of Taxes arising as a result thereof, (c) a reasonable reserve for any indemnification payments (fixed or contingent) attributable to seller’s indemnities and representations and warranties to purchaser in respect of such Asset Sale undertaken by the Issuer or any other Note Party in connection with such Asset Sale; provided that upon release of any such reserve, the amount released shall be considered Net Asset Sale Proceeds, (d) any other reasonable

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fees, costs and expenses payable by the Issuer or any other Note Party in connection with such Asset Sale, (e) payments applied toward amounts outstanding under Indebtedness (other than the Notes and First Lien Credit Facility) to the extent that it is secured by a Lien that is prior to the Lien created by the Security Instruments on the assets that are the subject of such Asset Sale and which must be repaid as a result of such Asset Sale and (f) payments applied towards amounts outstanding under the First Lien Credit Facility to (i) eliminate any Borrowing Base Deficiency, in an amount equal to such Borrowing Base Deficiency or (ii) pay other amounts due under the First Lien Credit Facility.

“Net Insurance/Condemnation Proceeds” means an amount equal to: (a) any Cash payments or Cash proceeds received by the Issuer or any of its Restricted Subsidiaries (i) under any casualty insurance policies in respect of any covered loss thereunder that constitutes a Casualty Event or (ii) as a result of the taking of any assets of the Issuer or any of its Restricted Subsidiaries by any Person pursuant to the power of eminent domain, condemnation or otherwise, or pursuant to a sale of any such assets to a purchaser with such power directly under threat of such a taking in lieu thereof, in the aggregate having a Fair Market Value in excess of $25,000,000, minus (b) (i) any actual and reasonable costs incurred by the Issuer or any of its Restricted Subsidiaries in connection with the adjustment or settlement of any claims of the Issuer or any of its Restricted Subsidiaries in respect thereof, (ii) amounts expended to repair and/or replace Property subject to such casualty, (iii) any bona fide direct costs incurred in connection with any sale of such assets as referred to in clause (a)(ii) of this definition, including income or gains Taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax-sharing arrangements) or reserves taken in respect of Taxes arising as a result thereof, (iv) payments applied to any Indebtedness (other than the Notes) which is secured by a Lien upon any of the assets subject to such casualty and which much be repaid as a result of such casualty, (v) payments applied toward amounts outstanding under Indebtedness (other than the Notes and First Lien Credit Facility) to the extent that it is secured by a Lien that is prior to the Lien created by the Security Instruments on the assets that are the subject of such Asset Sale and which must be repaid as a result of such Asset Sale and (vi) payments applied towards amounts outstanding under the First Lien Credit Facility to (A) eliminate any Borrowing Base Deficiency, in an amount equal to such Borrowing Base Deficiency or (B) pay other amounts due under the First Lien Credit Facility.

“Non-Recourse Debt” means Indebtedness:

(a) as to which neither the Issuer nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness) or (b) is directly or indirectly liable as a guarantor or otherwise, except for Customary Recourse Exceptions; and

(b) as to which the lenders have been notified in writing that they will not have any recourse to the Equity Interest or assets of Issuer or any of its Restricted Subsidiaries (other than the Equity Interests of an Unrestricted Subsidiary), except for Customary Recourse Exceptions.

“Non-U.S. HolderPurchaser ” means a HolderPurchaser that is not a U.S. Person.

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“Note Document” means any of this Agreement, the Notes, the Security Instruments and all other certificates, documents, instruments or agreements executed and delivered by a Note Party for the benefit of Agent or any Holder or Purchaser in connection herewith or pursuant to any of the foregoing. Any reference in this Agreement or any other Note Document to a Note Document shall include all appendices, exhibits and schedules thereto, and all amendments, restatements, waivers, supplements or other modifications thereto.

“Note Party” means the Issuer and each Guarantor.

“Note Purchase” means a purchase by the HoldersPurchasers of Notes pursuant to Section 2.1 or by Additional Note Purchasers pursuant to the Fourth Amendment, as applicable.

“Note Purchase Notice” means a written notice by the Issuer that it will issue Notes hereunder, which Note Purchase Notice (a) sets forth the principal amount of Notes to be issued, (b) is accompanied by a general description of the anticipated use of the proceeds of such issuance, (c) contains the information required by Section 2.4 and (d) is substantially in the form of Exhibit A or such other form satisfactory to the Requisite Holders.

“Notes” means, collectively, the Initial Notes and the Additional Notes, as may be evidenced by (i) in the case of Notes in certificated form, a promissory note in the form of Exhibit B or such other form satisfactory to the Requisite HoldersDesignated Holder and the applicable Holder (such term shall also include any such notes in substitution therefore pursuant to Section 10.29 of this Agreement) or (ii) in the case of Global Notes, notes in the form of the Rule 144A Global Note or the Regulation S Global Note.

“NYFRB” means the Federal Reserve Bank of New York.

“NYFRB Rate” means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal funds transaction quoted at 11:00 a.m. on such day received by the Calculation Agent from a federal funds broker of recognized standing selected by the Agent in consultation with the Requisite HoldersCalculation Agent at the direction of the Designated Holder; provided, further, that if any of the aforesaid rates shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“NYMEX Pricing”shall mean, as of any date of determination with respect to any month (a) for crude oil, the closing settlement price for the WTI Light, Sweet Crude Oil futures contract for each month, and (b) for natural gas, the closing settlement price for the ▇▇▇▇▇ ▇▇▇ Natural Gas futures contract for such month, in each case as reported by Bloomberg or any successor thereto (as such pricing may be corrected or revised from time to time by Bloomberg in accordance with its rules and regulations and customary practice), or if not reported by ▇▇▇▇▇▇▇▇▇ or any successor thereto, as published by New York Mercantile Exchange (NYMEX) on its website currently located at ▇▇▇.▇▇▇▇▇.▇▇▇ or any successor thereto.

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“Obligations” means all liabilities and obligations of every type of each Note Party from time to time owed to AgentAgents (including any former AgentAgents ), the Holders, the Purchasers, any Indemnitee, or any of them, in each case, under any Note Document to which it is a party, whether for principal, interest (including, without limitation, interest accruing at any post-default rate and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), fees, expenses, penalties, premiums (including, without limitation, any Make-Whole Amounts), reimbursements, indemnification or otherwise and whether primary, secondary, direct, indirect, contingent, fixed or otherwise (including obligations of performance) and all renewals, extensions and/or rearrangements of any of the above.

“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.

“Oil and Gas Properties” means (a) Hydrocarbon Interests; (b) the Properties now or hereafter pooled or unitized with Hydrocarbon Interests; (c) all presently existing or future unitization, pooling agreements and declarations of pooled units and the units created thereby (including all units created under orders, regulations and rules of any Governmental Authority) which may affect all or any portion of the Hydrocarbon Interests; (d) all operating agreements, contracts and other agreements, including production sharing contracts and agreements, which relate to any of the Hydrocarbon Interests or the production, sale, purchase, exchange or processing of Hydrocarbons from or attributable to such Hydrocarbon Interests; (e) all Hydrocarbons in and under and which may be produced and saved or attributable to the Hydrocarbon Interests, including all oil in tanks, and all rents, issues, profits, proceeds, products, revenues and other incomes from or attributable to the Hydrocarbon Interests; (f) all tenements, hereditaments, appurtenances and Properties in any manner appertaining, belonging, affixed or incidental to the Hydrocarbon Interests and (g) all Properties, rights, titles, interests and estates described or referred to above, including any and all Property, real or personal, now owned or hereinafter acquired and situated upon, used, held for use or useful in connection with the operating, working or development of any of such Hydrocarbon Interests or Property (excluding drilling rigs, automotive equipment, rental equipment or other personal Property which may be on such premises for the purpose of drilling a well or for other similar temporary uses) and including any and all oil ▇▇▇▇▇, gas ▇▇▇▇▇, injection ▇▇▇▇▇ or other ▇▇▇▇▇, structures, fuel separators, liquid extraction plants, plant compressors, pumps, pumping units, gathering systems, tanks and tank batteries, fixtures, valves, fittings, machinery and parts, engines, boilers, meters, apparatus, equipment, appliances, tools, implements, cables, wires, towers, casing, tubing and rods, surface leases, rights-of-way, easements and servitudes together with all additions, substitutions, replacements, accessions and attachments to any and all of the foregoing.

“Organizational Documents” means (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to such corporation’s jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

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“Other Connection Taxes” means with respect to the Agent or any HolderPurchaser, Taxes imposed as a result of a present or former connection between the Agent or such HolderPurchaser, as applicable, and the jurisdiction imposing such Tax (other than connections arising from the Agent or such HolderPurchaser , as applicable, having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, or sold or assigned any interest in any Note).

“Other Taxes” means any and all present or future stamp, registration, recording, filing, court or documentary or similar Taxes, fees, charges or similar levies arising from any payment made hereunder or from the execution, delivery, performance, or enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to or in connection with, any Note Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment.

“Overnight Bank Funding Rate” means, for any day, the rate comprised of both overnight federal funds and overnight Adjusted Term SOFR borrowings by U.S.-managed banking offices of depository institutions (as such composite rate shall be determined by the NYFRB as set forth on its public website from time to time) and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate (from and after such date as the NYFRB shall commence to publish such composite rate).

“Participant” as defined in Section 10.7(g).

“Participant Register” as defined in Section 10.7(g).

“Payment in Full” means (a) the irrevocable payment in full in cash of all principal, interest (including interest accruing during the pendency of an insolvency or liquidation proceeding, regardless of whether allowed or allowable in such insolvency or liquidation proceeding) and premium (including any Make-Whole Amount), if any, on all Notes outstanding under this Agreement, (b) the irrevocable payment in full in cash in respect of all other obligations or amounts that are outstanding under this Agreement (other than indemnity obligations for which notice of potential claim has not been given), and (c) the termination of all Commitments under this Agreement.

“PBGC” means the Pension Benefit Guaranty Corporation or any successor thereto.

“Pension Act” means the Pension Protection Act of 2006, as it presently exists or as it may be amended from time to time, or any successor thereto.

“Perfection Certificate” means a perfection certificate substantially in the form of Exhibit J.

“Permitted Basis Differential Swaps” means, as of any date of determination, basis differential swaps in respect of notional volumes that do not exceed, as of the date any such Swap Agreement is entered into, (a) ninety percent (90%) of the reasonably anticipated projected production (as such production is projected in the most recent Reserve Report delivered pursuant to the terms of this Agreement) from the Issuer’s and its Restricted Subsidiaries’ Oil and Gas Properties for each month during the period which such Swap Agreement is in effect for each of

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crude oil, natural gas and natural gas liquids, calculated separately, for the period of thirty-six (36) months following the date such Swap Agreement is entered into and (b) ninety percent (90%) of the reasonably anticipated projected production (as such production is projected in the most recent Reserve Report delivered pursuant to the terms of this Agreement) from the Issuer’s and its Restricted Subsidiaries’ proved, developed, producing Oil and Gas Properties for each month during the period which such Swap Agreement is in effect for each of crude oil, natural gas and natural gas liquids, calculated separately for the period of thirty-seven (37) to sixty (60) months following the date such Swap Agreement is entered into; provided that the Issuer may update the projections in clauses (a) and (b) above by providing the AgentRequesting Purchasers an internal report prepared by or under the supervision of the chief engineer of the Issuer and its other Group Members and any additional information reasonably requested by the AgentRequesting Purchasers that is, in each case, reasonably satisfactory to the AgentDesignated Holder (and shall include new reasonably anticipated Hydrocarbon production from new ▇▇▇▇▇ or other production improvements and any dispositions, well shut-ins and other reductions of, or decreases to, production).

“Permitted Holder” means any Person that, on the Second Amendment Effective Date, is the beneficial owner, together with any of its Affiliates (but excluding any operating portfolio companies of the foregoing Persons), of Equity Interests representing 35% or more of the aggregate Voting Interests of the Issuer at such time.

“Permitted Prior Liens” means each Liens permitted under Sections 7.3(b) (other than Liens identified in clause (h) of the definition Excepted Liens and subject to the provisos at the end of such definition), 7.3(c) and 7.3(d).

“Permitted Recipients” as defined in Section 10.18.

“Permitted Refinancing Indebtedness” means Indebtedness (for purposes of this definition, “New Debt”) incurred in exchange for, or proceeds of which are used to refinance, all of any other Indebtedness (the “Refinanced Indebtedness”); provided that:

(a) such New Debt is in an aggregate principal amount not in excess of the sum of (i) the aggregate principal amount then outstanding of the Refinanced Indebtedness (or, if the Refinanced Indebtedness is exchanged or acquired for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration thereof, such lesser amount) and (ii) an amount necessary to pay any fees and expenses, including premiums, related to such exchange or refinancing,

(b) such New Debt has a stated maturity no earlier than the stated maturity of the Refinanced Indebtedness and an average life no shorter than the average life of the Refinanced Indebtedness and does not restrict the prepayment or repayment of the Obligations,

(c) such New Debt contains covenants, events of default, guarantees and other terms which (other than “market” interest rate, fees, funding discounts and redemption or prepayment premiums as determined at the time of issuance or incurrence of any such Indebtedness), (i) are “market” terms as determined on the date of issuance or incurrence and (ii) in any event are not more restrictive on the Issuer and each Group Member than the terms of this Agreement (as in effect at the time of such issuance or incurrence),

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(d) no Subsidiary of the Issuer (other than a Guarantor or a Person who becomes a Guarantor in connection therewith) is an obligor under such New Debt, and

(e) such New Debt (and any guarantees thereof) is subordinated in right of payment to the Obligations (or, if applicable, the Guarantee and Collateral Agreement) to at least the same extent as the Refinanced Indebtedness and subordinated on terms satisfactory to the Requisite HoldersDesignated Holder.

“Permitted Revolver Refinancing” means any Indebtedness in the form of a first lien reserve based credit facility of the Issuer the net proceeds of which are used to refinance or replace a First Lien Credit Facility, in whole only, from time to time; provided that (a) the principal amount of such Indebtedness does not exceed the principal amount of the Indebtedness being so refinanced, plus accrued and unpaid interest, fees and premiums, plus reasonable costs and expenses incurred in connection therewith, (b) the covenant, default and remedy provisions of such Indebtedness are not materially more restrictive to the Issuer and its Subsidiaries than those imposed by the First Lien Credit Agreement as in effect on the Second Amendment Effective Date, unless such provisions are proposed by the Issuer to be incorporated into the applicable Note Documents, (c) the mandatory prepayment, make-whole, prepayment premium, repurchase and redemption provisions of such Indebtedness are not more restrictive to the Issuer and its Subsidiaries than those imposed by the First Lien Credit Agreement as in effect on the Second Amendment Effective Date, (d) such Indebtedness is subject to the Intercreditor Agreement, (e) no Subsidiary of the Issuer is required to guarantee or secure such Indebtedness unless such Subsidiary is (or concurrently with any such guarantee becomes) a Guarantor hereunder, (f) such Indebtedness is syndicated to (or initially placed only with) one or more traditional commercial banks and (g) such Permitted Revolver Refinancing shall be limited to a reserve-based credit agreement determined or re-determined by the lenders, subject to a “borrowing base” (and consistent with the requirements of the proviso in the definition of Borrowing Base) and incurred in accordance with Sections 7.2(k) and 7.20.

“Permitted Revolver Refinancing First Lien Credit Agreement” means a credit agreement among the Issuer, as borrower, First Lien Administrative Agent, as administrative agent, and the other lenders and parties party thereto from time to time as amended, restated, modified or supplemented from time to time, in each case, subject to the Intercreditor Agreement and the terms hereof.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Petroleum Industry Standards” means the Definitions for Oil and Gas Reserves promulgated by the Society of Petroleum Engineers (or any generally recognized successor) as in effect at the time in question.

“Placement Agents” as defined in Section 5.7.

“Plan” means any “employee pension benefit plan”, as defined in Section 3(2) of ERISA, other than a Multiemployer Plan, that is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA and which (a) is currently or hereafter sponsored, maintained or contributed to by a Group Member or an ERISA Affiliate or (b) was at any time during the six calendar years immediately preceding the date hereof, sponsored, maintained or contributed to by a Group Member or an ERISA Affiliate or to which a Group Member or an ERISA Affiliate has any liability.

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“Prime Rate” means the rate of interest per annum publicly quoted from time to time by The Wall Street Journal (or, if no longer quoted by The Wall Street Journal, such other national publication selected by the Agent in consultation with the Issuer and which is reasonably acceptable to the Requisite HoldersDesignated Holder) as the United States “prime rate”.

“Private Placement Legend” means the applicable legend contained in Section 10.28.

“Pro Rata Share” means, as to any HolderPurchaser , with respect to:

(a) Section 2.1, the percentage obtained by dividing (i) the Commitments of that HolderPurchaser by (ii) the aggregate Commitments of all the HoldersPurchasers; and

(b) all payments, computations and other matters relating to the beneficial interest in the Notes of any HolderPurchaser, the percentage obtained by dividing (i) the Exposure of that HolderPurchaser by (ii) the aggregate Exposure of all the HoldersPurchasers .

“Prohibited Transaction” has the meaning assigned to such term in Section 406 of ERISA and Section 4975(c) of the Code.

“Property” means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible, including cash, securities, accounts and contract rights.

“Proved Developed Non-Producing Reserves”means oil and gas mineral reserves that, in accordance with Petroleum Industry Standards, are classified as both “Proved Reserves” and “Developed Non-Producing Reserves”.

“Proved Developed Producing Reserves”means oil and gas mineral reserves that, in accordance with Petroleum Industry Standards, are classified as both “Proved Reserves” and “Developed Producing Reserves”.

“Proved Developed Producing PV-10” means, as of any date of determination, with respect to the Proved Developed Producing Reserves constituting Oil and Gas Properties of the Note Parties, the net present value of future cash flows (discounted at ten percent (10%) per annum) set forth in the most recent Reserve Report delivered by the Issuer pursuant to Section 6.11 (which shall be based on calculations of expected future cash flow and shall be made in accordance with the then existing standards of the Society of Petroleum Engineers); provided that (a) the discounted net present value of future cash flows shall be calculated using the Strip Price as of such date of determination and costs determined in accordance with the definition of Reserve Report; (b) appropriate deductions shall be made for severance and ad valorem taxes, obligations and anticipated payments in respect of minimum volume commitments, capital expenditures and for operating, gathering, transportation and marketing costs required for the development, operation, production and sale of such reserves (provided that to the extent consistent with the Initial Reserve Report, certain gathering and transportation costs shall not be subject to a markup

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and shall be run at cost); (c)Oil and Gas Properties (including any contractually specified cost increases or escalators), and plugging and abandonment (and other asset retirement obligations) or any other expenses in respect of such Oil and Gas Properties (including expenses incurred after the end of the expected economic lives of such Oil and Gas Properties or contractually required increases in or escalators for expenses) in respect of such Oil and Gas Properties; (c) to the extent that the Note Parties are not in compliance with Section 6.12 as of the date of determination of Proved Developed Producing PV-10, adjustments shall be made for any cash flows attributable to Proved Developed Producing Reserves constituting Oil and Gas Properties of the Note Parties for which reasonably satisfactory title information has not been delivered as required by Section 6.12, and appropriate deductions shall be made for the benefits associated with Proved Developed Producing Reserves constituting Oil and Gas Properties of the Note Parties for which reasonably satisfactory title information as determined by the Designated Holder has not been provided to the Designated Holder on at least 85% of the cash flows attributable to such Proved Developed Producing Reserves; (d) appropriate adjustments to the Strip Price shall be made for commodity and basis hedging activities permitted by this Agreement for the volumes actually hedged; (de) the cash-flows derived from the pricing assumptions set forth in clause (c) abovein this definition shall be further adjusted to account for the forward-looking differential; (e) the value attributable to the Proved Undeveloped Reserves of the Note Parties will not account for more than thirty percent (30%) of the total Proved PV-10 of the Note Parties; (f) the value attributable to thebasis, quality and gravity differentials based on historical differentials and go-forward expectations; and (f) the Proved Developed Non-Producing Reserves of the Note Parties shall be 100% of the value that would otherwise be attributed to such Proved Developed Non-Producing Reserves; and (g) the ProvedProducing PV-10 as of any date of determination shall be calculated on a pro forma basis to give effect to all to extensions, discoveries and other additions and upward (and downward) revisions of estimates of Proved Reserves due to exploration, development or exploitation, production or other activities, acquisitions, Dispositions and productionthe roll-off of production and any change in the category of any Oil and Gas Property to another category of Oil and Gas Property (e.g., any “proved undeveloped reserves” becoming “proved developed reserves”), in each case, since the date of suchthe most recently delivered Reserve Report; and which such calculation shall be made by the Issuer in good faith in accordance with its reasonable judgment and consistent with past practice and reasonably acceptable to the Requisite HoldersDesignated Holder acting in good faith.

“Proved Reserves” means oil and gas mineral reserves that, in accordance with Petroleum Industry Standards, are classified as both “Proved Reserves” and one of the following: (a) “Developed Producing Reserves”, (b) “Developed Non-Producing Reserves” or (c) “Undeveloped Reserves”.

“Proved Undeveloped Reserves”means oil and gas mineral reserves that, in accordance with Petroleum Industry Standards, are classified as both “Proved Reserves” and “Undeveloped Reserves”.

“Purchasers” means Person listed on the signature pages hereto or to the Fourth Amendment as a “Purchaser” (which shall mean a “Purchaser” following the Fourth Amendment Effective Date) and the Additional Note Purchasers, as well as their successors and permitted assigns who have provided notice to the Issuer and the Agents pursuant to Section 10.7.

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“PV-9” has the meaning given to such term in the First Lien Credit Agreement or any functionally equivalent term in a Permitted Revolver Refinancing First Lien Credit Agreement.

“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

“QFC Credit Support” as defined in Section 10.31.

“Qualified Institutional Buyer” as defined in Section 5.11.

“Quarterly Date” means December 15, March 15, June 15 and September 15 of each Fiscal Year and if such day is not a Business Day, then the next succeeding Business Day.

“Quarterly Redemption” as defined in Section 2.8.

“Record Date” means each December 1, March 1, June 1, and September 1 of each Fiscal Year and if such day is not a Business Day, then the next succeeding Business Day.

“Recipient” as defined in Section 10.18.

“Redemption” means with respect to any Indebtedness, the repurchase, redemption, prepayment, repayment, defeasance or any other acquisition or retirement for value (or the segregation of funds with respect to any of the foregoing) of such Indebtedness. “Redeem” has the correlative meaning thereto.

“Reference Period” has the meaning assigned to such term in the definition of “EBITDA”.

“Registrar” as defined in Section 2.6(a).

“Register” as defined in Section  2.6(ba).

“Regulation S” means Regulation S under the Securities Act.

“Regulation S Global Note” as defined in Section 2.16(a).

“Reinvestment Yield” means, with respect to the Called Principal of any Note, 50 basis points (one-half of one percent) over the yield to maturity implied by (a) the yields reported as of 10:00 a.m. (New York, New York time) on the second Business Day preceding the Settlement Date with respect to such Called Principal, on the display designated as “Page PX1” (or such other display as may replace Page PX1 on Bloomberg) or, if Page PX1 (or its successor screen on Bloomberg) is unavailable, the Telerate Access Service screen which corresponds most closely to Page PX1 for the most recently issued actively traded U.S. Treasury securities having a maturity equal to the Remaining Life of such Called Principal as of such Settlement Date, or (b) if such yields are not reported as of such time or the yields reported as of such time are not ascertainable (including by way of interpolation), the Treasury Constant Maturity Series Yields reported, for the latest day for which such yields have been so reported as of the second Business Day preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (519) (or any comparable successor publication) for actively traded U.S. Treasury securities

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having a constant maturity equal to the Remaining Life of such Called Principal as of such Settlement Date. Such implied yield will be determined, if necessary, by (i) converting U.S. Treasury bill quotations to bond equivalent yields in accordance with accepted financial practice and (ii) interpolating linearly between (A) the actively traded U.S. Treasury security with the maturity closest to and greater than such Remaining Life and (B) the actively traded U.S. Treasury security with the maturity closest to and less than such Remaining Life. The Reinvestment Yield shall be rounded to two decimal places.

“Related Fund” means, with respect to any HolderPurchaser that is an investment fund, any other investment fund that is engaged in investing in similar commercial loans and that is managed, advised or sub-advised by the same investment advisor as such HolderPurchaser or by an Affiliate of such investment advisor. Related Fund shall, with respect to any HolderPurchaser, also include any swap, special purpose vehicles purchasing or acquiring security interests in collateralized loan obligations of such HolderPurchaser or any other vehicle through which such Holder’sPurchaser’s investment advisors may leverage its investments from time to time.

“Release” means any depositing, spilling, leaking, pumping, pouring, placing, emitting, discarding, abandoning, emptying, discharging, migrating, injecting, escaping, leaching, dumping, or disposing.

“Remaining Life” means, with respect to any Called Principal, the number of years (calculated to the nearest one-twelfth year) that will elapse between the Settlement Date with respect to such Called Principal and the Make-Whole Expiry Date.

“Remaining Scheduled Payments” means, with respect to the Called Principal of any Note, all payments of Interest in respect of such Called Principal that would be due after the Settlement Date through the Make-Whole Expiry Date with respect to such Called Principal if no payment of such Called Principal were made (assuming that Adjusted Term SOFR) prevailing at the time the applicable notice of prepaymentredemption is delivered or, if no such notice is given, the time of such prepaymentredemption applies through the applicable period).

“Repayment Fee” as defined in Section 2.12(gf).

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA or the regulations issued thereunder, with respect to a Plan, other than those events as to which the 30-day notice has been waived in regulations issued by the PBGC.

“Requesting Purchasers” means (i) EIG (or a different specified EIG Entity designated by EIG from time to time in a written notice to the Issuer and the Agents) so long as any EIG Entity is a Purchaser and (ii) any other Purchaser that provides written notice to the Issuer that such Purchaser is entitled to the requested information and notices under this Agreement and desires to receive the applicable information and notices hereunder; provided that, in the case of clause (ii) hereof, no Purchaser shall be deemed a “Requesting Purchaser” until ten (10) Business Days following receipt by Issuer.

“Requisite Holders” means the Holders having or holding Exposure representingPersons collectively owning more than fifty percent (50%) of the sum of the aggregate Exposure of all the Holders.outstanding principal amount of all the Notes. The owners of beneficial interests in a Global Note shall be given effect in the determination of this percentage in accordance with the rules and procedures of the applicable Depositary.

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“Reserve Report” means the Initial Reserve Report and any other subsequent report, in form and substance reasonably satisfactory to the Requisite HoldersDesignated Holder, setting forth, as of the dates set forth in Section 6.11(a) the oil and gas reserves attributable to the Oil &and Gas Properties of the Issuer and the Guarantors, together with a projection of the rate of production and future net income, taxes, operating expenses and capital expenditures with respect thereto as of such date, consistent with SEC reporting requirements at such time.

“Reserve Report Certificate” has the meaning set forth in Section 6.11(b).

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Responsible Officer” means, as to any Person, the chief executive officer, the president, any vice president, any corporate secretary, any Financial Officer or general counsel of such Person. Unless otherwise specified, all references to a Responsible Officer herein shall mean a Responsible Officer of the Issuer.

“Restricted Payment” means any dividend or other distribution or return of capital (whether in cash, securities or other Property) with respect to any Equity Interests in any Person, or any payment (whether in cash, securities or other Property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of (a) any such Equity Interests or (b) any option, warrant or other right to acquire any such Equity Interests.

“Restricted Subsidiary” means any Subsidiary of the Issuer that is not an Unrestricted Subsidiary.

“Rule 144A Global Note” as defined in Section 2.16(a).

“S&P” means Standard & Poor’s Ratings Group, a division of The McGraw Hill Corporation, and any successor thereto that is a nationally recognized rating agency.

“Sanctioned Country” means, at any time, a country, region or territory which is itself the subject or target of any Sanctions (as of the Closing Date, Belarus, Burundi, Central African Republic, Crimea, Cuba, Iran, Libya, North Korea, Somalia, Sudan and Syria).

“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC or the U.S. Department of State, (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person owned or controlled by any such Person or Persons described in the foregoing clauses (a) or (b).

“Sanctions” means all economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government, including those administered by OFAC or the U.S. Department of State.

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“SEC” means the Securities and Exchange Commission or any successor Governmental Authority.

“Second Amendment” means the Second Amendment to Note Purchase Agreement dated as of November 12, 2021.

“Second Amendment Effective Date” has the meaning set forth in the Second Amendment.

“Second Amendment Interest Payment” means the accrued interest on the Second Amendment Principal Prepayment to the Second Amendment Effective Date (and subject to Section 2.12(e)) required to be paid in connection with the Second Amendment Principal Prepayment.

“Second Amendment Principal Prepayment” means the $50,000,000.00 prepayment of principal to be prepaid by the Issuer to the Holders in accordance with the Second Amendment.

“Second Amendment Transactions” means the transactions contemplated by the Second Amendment.

“Second Offer” as defined in Section 2.10(e).

“Secured Parties” means, collectively, the AgentAgents, the Holders, the Purchasers and any other Person owed Obligations, and “Secured Party” means any of them individually.

“Securities Account” has the meaning assigned to such term in the UCC.

“Securities Act” means the Securities Act of 1933, as amended from time to time, and any successor statute.

“Security Instruments” means each of the Guarantee and Collateral Agreement, the Mortgages, the Intercreditor Agreement and all other instruments, documents and agreements delivered by any Note Party pursuant to this Agreement or any of the other Note Documents in order to (a) grant to Agent, for the benefit of the Secured Parties, a Lien on any Collateral or (b) set forth the relative priorities of any Lien on any Collateral, as any of the foregoing may be amended, restated, supplemented or otherwise modified from time to time.

“Settlement Date” means, with respect to the Called Principal of any Note, the date on which such Called Principal is to be prepaidredeemed or repurchased pursuant to Section 2.9 or Section 2.10 as the context requires.

“SilverBow Resources Operating” means SilverBow Resources Operating, LLC, a Texas limited liability company.

“SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

“SOFR Administrator” means the NYFRB (or a successor administrator of the secured overnight financing rate).

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“Specified Change in Control” means a “Change in Control” or “Change of Control” (or any other defined term having a similar purpose or meaning) as defined in any First Lien Loan Document.

“Specified Excluded Date” means March 31, May 31, June 30, September 30, November 30 and December 31 of each calendar year and if such day is not a Business Day, then the immediately preceding Business Day.

“Strip Price”shall mean, at any time, (a) for each remaining month of the current calendar year, the monthly NYMEX Pricing for the remaining contracts in the current calendar year, (b) for each of the succeeding five complete calendar years, the monthly NYMEX Pricing for each of the twelve months in each such calendar year, and (c) for the succeeding sixth complete calendar year, and for each calendar year thereafter, the annual monthly average of the sum of the NYMEX Pricing of the preceding fifth calendar year.

“Subsidiary” means, as to any Person, a corporation, partnership, limited liability company or other entity of which a majority of the Voting Interests are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a direct or indirect Subsidiary or Subsidiaries of the Issuer.

“Supported QFC” as defined in Section 10.31.

“Swap Agreement” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement, whether exchange traded, “over-the-counter” or otherwise, involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of any Group Member shall be a Swap Agreement.

“Swap Mark-to-Market Value” means, as of any date of determination, the net mark to market value of the Group Members’ Swap Agreements with Approved Counterparties in respect of commodities then in effect.

“Swap Obligation” means, with respect to any person, any obligation to pay or perform under any Swap Agreement.

“Swap Termination Value” means, in respect of any one or more Swap Agreements, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Agreements, (a) for any date on or after the date such Swap Agreements have been closed out and termination value(s) determined in accordance therewith, such termination value(s) and any unpaid amounts and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Agreements, as determined by the counterparties to such Swap Agreements.

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“Tax” means any present or future tax, levy, impost, duty, assessment, charge, fee, deduction or withholding of any nature and whatever called, imposed, levied, collected, withheld or assessed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Tax on the Overall Net Income” of a Person means any net income (however denominated), franchise or branch profits Tax imposed on a Person by the jurisdiction (or any political subdivision thereof) (a) in which a Person is organized or in which that Person’s applicable principal office (and/or, in the case of a HolderPurchaser, its Applicable Office) is located or (b) in which that Person (and/or, in the case of a HolderPurchaser, its Applicable Office) is deemed to be doing business or as a result of a present or former connection between such Person and the jurisdiction imposing such Tax (other than a jurisdiction in which such Person is treated as doing business or having a connection as a result of its entering into any Note Document or its participation in the transactions governed thereby).

“Tax Related Person” means any Person (including a beneficial owner of an interest in a pass-through entity) who is required to include in income amounts realized (whether or not distributed) by Agent, a HolderPurchaser or any Tax Related Person of any of the foregoing.

“Term SOFR” means, for any calculation on any day, the Term SOFR Reference Rate for a tenor of three months on the day (such day, the “Term SOFR Determination Day”) that is two U.S. Government Securities Business Days prior to such day, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more thenthan three (3) U.S. Government Securities Business Days prior to such Term SOFR Determination Day.

“Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Requisite Holders in theirDesignated Holder in its reasonable discretion).

“Term SOFR Reference Rate” means the forward-looking term rate based on SOFR.

“Total Assets” means, as of any date of determination with respect to any Person, the amount that would, in accordance with GAAP, be set forth opposite the caption “total assets” (or any like caption) on a balance sheet of such Person at such date.

“Total Net Indebtedness” means, at any date, all Indebtedness (other than Indebtedness under clauses (f) with respect to guarantees of Indebtedness not constituting Indebtedness, (i) and (l) of the definition thereof) of the Issuer and the Consolidated Restricted Subsidiaries on a consolidated basis, excluding the undrawn portion and/or contingent obligations arising under, or in respect of letters of credit, bank guarantees and surety or other bonds and similar instruments; provided that net Swap Obligations to the extent such obligations are due and payable and not paid on such date shall constitute Total Net Indebtedness, calculated net of unrestricted Cash and Cash

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Equivalents, in each case, held by the Issuer and its Consolidated Restricted Subsidiaries; provided that such unrestricted Cash and Cash Equivalents and restricted Cash and Cash Equivalents (x) shall be determined in accordance with GAAP and (y) for purposes of this definition shall not exceed $15,000,000, in the aggregate.

“Transactions” means the transactions contemplated by the Note Documents to occur on the Closing Date.

“U.S. Government Securities Business Day” means any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

“U.S. Person” means a “United States person” within the meaning of Section 7701(a)(30) of the Code.

“U.S. Special Resolution Regimes” as defined in Section 10.31.

“U.S. Tax Compliance Certificate” as defined in Section 2.14(e)(iii).

“UCC” means the Uniform Commercial Code of the State of New York or of any other state the laws of which are required to be applied in connection with the perfection of security interests in any Collateral.

“UK Financial Institutions” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“Unrestricted Cash” means Cash or Cash Equivalents of the Issuer or any of the Note Parties that would not appear as “restricted” on a consolidated balance sheet of the Issuer or any of the Note Parties; provided that (a) Cash or Cash Equivalents that would appear as “restricted” on a consolidated balance sheet of the Issuer or any of the Note Parties solely because such Cash or Cash Equivalents are subject to a Control Agreement in favor of the First Lien Administrative Agent and the Agent (or, at any time in which a First Lien Credit Facility is not in existence, the Agent) shall constitute Unrestricted Cash hereunder and (b) Cash and Cash Equivalents shall be included in the determination of Unrestricted Cash only to the extent that such Cash and Cash Equivalents are maintained in accounts subject to a Control Agreement as required under any of the Note Documents.

“Unrestricted Subsidiary” means any Subsidiary of the Issuer which the Issuer has designated in writing to the Agent to be an Unrestricted Subsidiary pursuant to Section 6.17(c) and satisfies the requirements to be an Unrestricted Subsidiary as set forth in Section 6.17.

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“Unused Availability” means at any time an amount equal to (a) the Loan Limit (as defined in the First Lien Credit Agreement on the Fourth Amendment Effective Date, or any equivalent term under a First Lien Credit Facility if the First Lien Credit Agreement is not then in effect) at such time, minus (b) the aggregate indebtedness and other revolving credit exposures (including letters of credit) outstanding under the First Lien Credit Facility at such time.

“Unwind” means, with respect to any Swap Agreement, the early termination, unwind, cancelation or other Disposition of any such Swap Agreement. “Unwound” shall have a meaning correlative to the foregoing.

“USA Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. 107-56), as amended.

“Volumetric Production Payments” means production payment obligations recorded as deferred revenue in accordance with GAAP, together with all undertakings and obligations in connection therewith.

“Voting Interest” of any specified Person as of any date means the Equity Interest of such Person entitling the holders thereof (whether at all times or only so long as no senior class of Equity Interest has voting power by reason of any contingency) to vote in the election of members of the Board of Directors of such Person; provided that with respect to a limited partnership or other entity which does not have a Board of Directors, Voting Interest means the Equity Interest of the general partner of such limited partnership or other business entity with the ultimate authority to manage the business and operations of such Person.

“Wholly-Owned Material Subsidiary” means any Material Subsidiary of which all of the outstanding Equity Interests (other than any directors’ qualifying shares mandated by applicable law), on a fully-diluted basis, are owned by the Issuer, the Guarantors and/or one or more of the Wholly-Owned Subsidiaries.

“Wholly-Owned Subsidiary” means any Subsidiary of which all of the outstanding Equity Interests (other than any directors’ qualifying shares mandated by applicable law), on a fully-diluted basis, are owned by the Issuer, the Guarantors and/or one or more of the Wholly-Owned Subsidiaries.

“Working Capital” means, as at any date of determination, the difference between consolidated current assets under GAAP of the Issuer and its Consolidated Restricted Subsidiaries as of such date and consolidated current liabilities under GAAP of the Issuer and its Consolidated Restricted Subsidiaries as of such date.

“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of

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that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

1.3 Accounting Terms.

(a) Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Agent or, the Holders, the Requesting Purchasers or any of Purchasers hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with the financial statements delivered pursuant to Section 6.1(a), except for Accounting Changes (as defined below) with which the Issuer’s independent certified public accountants concur and which are disclosed to the AgentDesignated Holder on the next date on which financial statements are required to be delivered to the Holders pursuant to Section 6.1(a). In the event that any “Accounting Change” shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then the Issuer and the Requisite HoldersDesignated Holder agree to enter into negotiations in order to amend such provisions of this Agreement so as to reflect equitably such Accounting Changes with the desired result that the criteria for evaluating the Issuer’s financial condition shall be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by the Issuer, the Agent and the Requisite HoldersDesignated Holder, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Changes had not occurred. “Accounting Changes” refers to changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or, if applicable, the SEC.

(b) Notwithstanding anything to the contrary contained in Section 1.3(a) or in the definition of “Finance Lease Obligations,” any change in accounting for leases pursuant to GAAP resulting from the adoption of Financial Accounting Standards Board Accounting Standards Update No. 2016-02, Leases (Topic 842), to the extent such adoption would require treating any lease (or similar arrangement conveying the right to use) as a finance lease where such lease (or similar arrangement) would not have been required to be so treated under GAAP as in effect on December 31, 2018, such lease shall not be considered a finance lease, and all calculations and deliverables under this Agreement or any other Note Document shall be made or delivered, as applicable, in accordance therewith.

1.4 Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. References herein to a Schedule shall be considered a reference to such Schedule as of the Closing Date (unless otherwise specifically provided). The use herein of the word “include” or “including,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such

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word or to similar items or matters, whether or not no limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. Unless otherwise indicated, any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein); provided that, subject to the restrictions on amendments of the First Lien Credit Facility set forth herein, with respect to terms used herein that have the meanings ascribed to them in the First Lien Credit Agreement or any functionally equivalent term, such terms shall have the meaning ascribed to them on the date hereof if any such amendment, supplement or modification to the meaning of such terms in the First Lien Credit Agreement or Permitted Revolver Refinancing First Lien Credit Agreement, as applicable, would be adverse to the HoldersPurchasers. The use herein of the phrase “to the knowledge of” with respect to a Note Party shall be a reference to the knowledge the Responsible Officers of the applicable Note Party. Unless otherwise specified, whenever any obligation required hereunder shall be stated to be due or performed on a day that is not a Business Day, such obligation shall be required on the next succeeding Business Day and such extension of time shall be included in the satisfaction of the obligation required hereunder. For purposes of Section 3.1, the terms used in such Section shall be given the meaning to such terms in effect on the Closing Date.

1.5 Divisions. For all purposes under the Note Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized and acquired on the first date of its existence by the holders of its Equity Interests at such time.

ARTICLE II.

PURCHASE AND SALE OF NOTES

2.1 Note Purchase. Subject to the terms and conditions hereof, on the Closing Date, Issuer shall issue to each HolderPurchaser, and each HolderPurchaser shall purchase from Issuer (so long as all conditions precedent required hereby shall have then been satisfied or waived), a Note in an aggregate principal amount equal to such Holder’sPurchaser’s Pro Rata Share of $200,000,000. From and after the Fourth Amendment Effective Date, Notes shall only be issued hereunder in minimum denominations of $1.00 and any integral multiple of $1.00 in excess thereof. Upon the occurrence of the Fourth Amendment Effective Date, the Notes shall be issued in the form of a Global Note (as defined herein) through the facilities of the Depositary (as defined herein) in accordance with the Applicable Procedures substantially in the form of Exhibit M or Exhibit N hereto, including appropriate legends as set forth in Section 10.28, be registered in the name of Cede & Co. as the nominee of DTC, deposited with the Agent, as custodian for DTC or its nominee, duly executed by the Issuer and authenticated by the Agent as hereinafter provided.

2.2 [Reserved].

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2.3 The Notes. The obligation of Issuer to repay to each Holder the aggregate amount of all Notes held by such Holder, together with interest accruing in connection therewith, shall be evidenced by Notes, as applicable, made by Issuer payable to such Holder or its registered assigns with appropriate insertions. Interest on each Note shall accrue and be due and payable as provided herein or in the applicable Note. Each Note shall be due and payable as provided herein and shall be due and payable in full on the Maturity Date. Issuer may not issue, repay, and reissue hereunder or under the Notes.

2.4 Requests for NotesExecution and Authentication1. One officer of the Issuer shall sign the Notes for the Issuer by manual, facsimile or other electronic signature. A Note shall not be valid until an authorized signatory of the Agent manually authenticates the Note in compliance with an Authentication Order for the authentication and delivery of such Notes. The signature of the Agent on a Note shall be conclusive evidence that such Note has been duly and validly authenticated and issued. A Note shall be dated the date of its authentication. On the Fourth Amendment Effective Date, the Agent shall authenticate and make available for delivery Global Notes for original issue in an aggregate principal amount of $500,000,000 in accordance with the Authentication Order delivered to the Agent on or about the Fourth Amendment Effective Date.

Only such Notes as shall bear thereon a certificate of authentication substantially in the form set forth on the Form of 144A Global Note or the Form of Regulation S Global Note attached as Exhibit M and Exhibit N, respectively, executed manually by an authorized signatory of the Agent, shall be entitled to the benefits of this Agreement or be valid or obligatory for any purpose. Such certificate by the Agent upon any Note executed by the Issuer shall be conclusive evidence that the Note so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this Agreement.

In case any officer of the Issuer who shall have signed any of the Notes shall cease to be such officer before the Notes so signed shall have been authenticated and delivered by the Agent, or disposed of by the Issuer, such Notes nevertheless may be authenticated and delivered or disposed of as though the person who signed such Notes had not ceased to be such officer of the Issuer; and any Note may be signed on behalf of the Issuer by such persons as, at the actual date of the execution of such Note, shall be the officers of the Issuer, although at the date of the execution of this Agreement any such person was not such an officer.

. Issuer must give to Agent written or electronic notice (or telephonic notice promptly confirmed in writing) of any requested Note Purchase of Notes to be issued to, and purchased by, the Holders. Each such notice constitutes a “Note Purchase Notice” hereunder and must:

(a) specify the aggregate amount of any such Note Purchase and the date on which such Notes are to be purchased (which date shall not be a Specified Excluded Date); and

(b) be received by Agent no later than 10:00 a.m., New York, New York time, three (3) Business Days prior to the date on which any such Notes are to be purchased, which Note Purchase Notice shall be delivered to the Holders from the Agent no later 10:00 a.m., New York, New York time one Business Day following receipt by the Agent thereof (provided that the Note Purchase Notice for the Notes purchased on the Closing Date may be delivered to the Agent and the Holders on the Closing Date).

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Each such written request or confirmation must be made in the form and substance of the Note Purchase Notice, duly completed. Each such telephonic request shall be deemed a representation, warranty, acknowledgment and agreement by Issuer as to the matters that are required to be set out in such written confirmation. Upon receipt of any such Note Purchase Notice, Agent shall give each Holder prompt notice of the terms thereof. If all conditions precedent to such new Notes have been met, each Holder will on the date requested promptly remit to Agent, at Agent’s Account, the amount of such Holder’s new Note in immediately available funds, and upon receipt of such funds, the Agent shall promptly make such funds available to the Issuer and the Issuer will deliver such Notes to the Agent or counsel for the Holders who shall promptly make such Notes available to each Holder. The failure of any Holder to purchase any Note hereunder shall not relieve any other Holder of its obligation hereunder, if any, to purchase its Note, but no Holder shall be responsible for the failure of any other Holder to purchase any Note hereunder.

2.5 Use of Proceeds. The proceeds of the Notes shall be used (i) on the Closing Date to repay certain “Loans” (as defined in the First Lien Credit Agreement) under the First Lien Credit Agreement (ii) on the Fourth Amendment Effective Date, in accordance with the Fourth Amendment, and (iii) on the Closing Date and thereafter to fund working capital, pay fees and expenses incurred in connection with the Transactions and provide working capital for exploration, development and production operations, to finance acquisitions in compliance with the terms of this Agreement (including under Section 7.7) and for general corporate purposes.

2.6 Evidence of Indebtedness; RegisterRegistrar; the Holders’ Books and Records; Notes.

(a) The Holders’ Evidence of Indebtedness. Each Holder shall maintain in its internal records an account or accounts evidencing the Obligations of the Issuer to such Holder, including the amounts of the Notes held by such Holder and each repayment and prepayment in respect thereof. The failure to make any such recordation, or any error in such recordation, shall not affect any Obligations in respect of any applicable Notes. In the event of any inconsistency between the Register and any Holder’s records, the recordations in the Register shall govern.

(a) The Issuer shall maintain in the continental United States an office or agency where Notes may be presented for registration of transfer or for exchange (the “Registrar”), and the Issuer shall maintain an office or agency where Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Notes and of their transfer and exchange (the “Register”). The Issuer may act as Registrar or Paying Agent. The Issuer may have one or more co-registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any co registrar.

(b) The Issuer shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Agreement. The agreement shall implement the provisions of this Agreement that relate to such agent. The Issuer shall notify the Agent of the name and address of each such agent.

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(c) The Issuer initially appoints the Agent as Registrar and as Paying Agent for the Notes at its corporate trust office, which, on the date hereof, is located at CityPlace I, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, email: ▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇, phone: ▇▇▇-▇▇▇-▇▇▇▇). The Issuer may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Agent; provided, however, that no such removal shall become effective until (i) acceptance of any appointment by a successor as evidenced by an appropriate agreement entered into by the Issuer and such successor Registrar or Paying Agent, as the case may be, and delivered to the Agent or (ii) notification to the Agent that the Agent shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuer and the Agent.

(d) (b) Register. Agent shall maintain at Agent’s Office a register for the recordation of the names and addresses of the Holders and principal amounts (and stated interest) of the Notes owing to, each Holder pursuant to the terms hereof from time to time (the “Register”). The Register shall be available for inspection by the Issuer, and a redacted version of the Register showing the entries with respect to any Holder shall be available for inspection by such Holder, at any reasonable time and from time to time upon reasonable prior notice. The entries in the Register shall be conclusive and binding on the Note Parties, the Agent and each Holder, absent manifest error; provided, failure to make any such recordation, or any error in such recordation, shall not affect the Note Parties’ Obligations in respect of any Note. TheBy no later than 10:00 a.m. (New York City time) on the date on which any principal, premium, if any, or interest on any Note is due and payable, the Issuer shall deposit with the Paying Agent a sum sufficient in immediately available funds to pay such principal, premium, if any, or interest when due. The Issuer shall require each Paying Agent (other than the Agent) to agree in writing that such Paying Agent shall hold in trust for the benefit of Holders or the Agent all money held by such Paying Agent for the payment of principal, premium, if any, or interest on the Notes (whether such assets have been distributed to it by the Issuer or other obligors on the Notes), shall notify the Agent in writing of any default by the Issuer in making any such payment and shall during the continuance of any default by the Issuer (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Agent, forthwith deliver to the Agent all sums held in trust by such Paying Agent for payment in respect of the Notes together with a full accounting thereof. If the Issuer or a subsidiary of the Issuer acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Issuer at any time may require a Paying Agent (other than the Agent) to pay all money held by it to the Agent and to account for any funds or assets disbursed by such Paying Agent. Upon complying with this Section 2.6, the Paying Agent (if other than the Issuer or a subsidiary of the Issuer) shall have no further liability for the money delivered to the Agent. Upon any bankruptcy, reorganization or similar proceeding with respect to the Issuer, the Agent and the Holders shall treat each serve as Paying Agent for the Notes.

(e) The entries in the Register shall be conclusive evidence of the amounts due and owing to each Holder in the absence of manifest error. The Issuer, Agent and each Holder shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Holder for all purposes, who, in the case of Global Notes, shall be DTC or its nominee. To the extent the Agent fails to perform any duties delegated to it under this Agreement, the Issuer or, to the extent the Issuer is not able to perform such duties, an agent of the Issuer, shall be responsible for the performance of such duties.

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(f) Holders may hold their interests in the Regulation S Global Note through organizations other than Euroclear or Clearstream that are participants in DTC’s system or directly through Euroclear or Clearstream, if they are participants in such systems, or indirectly through organizations which are participants in such systems. If such interests are held through Euroclear or Clearstream, Euroclear and Clearstream shall hold such interests in the applicable Regulation S Global Note on behalf of their participants through customers’ securities accounts in their respective names on the books of their respective depositaries. Such depositaries, in turn, shall hold such interests in the applicable Regulation S Global Note in customers’ securities accounts in the depositaries’ names on the books of DTC.

(g) Notes may be exchanged at the option of any Holder thereof for Notes of a like aggregate principal amount but in different denominations. Whenever any Notes are so surrendered for exchange, the Issuer at its expense, will (upon written request by the Holder) execute and deliver the Notes that the Holder making the exchange is entitled to receive.

(h) All Notes issued upon any registration of transfer or exchange of such Notes will be the legal and valid obligations of the Issuer evidencing the same interests, and entitled to the same benefits, as the Notes surrendered upon such registration of transfer or exchange.

(i) Every Note presented or surrendered for registration of transfer or exchange will (if so required) be duly endorsed or will be accompanied by a written instrument of transfer in form reasonably satisfactory to the Registrar duly executed by the Holder thereof or its attorney duly authorized in writing.

(j) The Person in whose name any Note shall be registered shall be deemed and treated as the owner and the Holder thereof for all purposes hereof. The Issuer hereby designates the entity serving as Agent to serve as the Issuer’s agent solely for purposes of maintaining the Register asof this Agreement and the Issuer shall not be affected by any notice to the contrary, until due presentment of such Note for registration of transfer so provided in this Section 2.6, and the Agent shall be entitled to all of the rights, privileges and immunities afforded to it hereunder in the performance of such duties.2.6; provided that, beneficial ownership interests in a Global Note shall be given effect in determining certain specified percentages where indicated in this Agreement in accordance with the rules and procedures of the applicable Depositary.

2.7 Interest; Fees.

(a) Interest. Each Note shall at all times bear interest at a rate equal to the Applicable Margin then in effect (as such amount may be increased pursuant to Section 2.7(c)), paid in cash (“Interest”).

(b) Interest Payment Dates. Interest on each Note shall be due and payable on each Interest Payment Date to the Holders of record in the Register on such Interest Paymentthe prior Record Date; provided that, if Interest on any Note is required to be paid on any Settlement Date pursuant to Section 2.9 or Section 2.10, and such Settlement Date is not a Quarterly Date, then the amount of Interest due and payable on the next succeeding Interest Payment Date will be reduced by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date pursuant to such Section 2.9 or Section 2.10. All interest payable hereunder shall

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be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), except that interest computed by reference to the ABR at times when the ABR is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

(c) Default Interest. Notwithstanding the foregoing, (i) if an Event of Default under Sections 8.1(a), (b), (h) or (i) has occurred and is continuing the principal amount of all Notes outstanding and, to the extent permitted by applicable law, any due and unpaid interest payments on the Notes or any fees or other amounts owed hereunder (other than default interest occurring under this Section 2.7(c)) shall thereafter bear interest (including post-petition interest in any proceeding under the Bankruptcy Code or other applicable bankruptcy laws, whether or not allowed in such a proceeding) payable in Cash on demand at a rate that is two percent (2.0%) per annum in excess of the interest rate otherwise payable hereunder with respect to the Notes (without giving effect to this Section 2.7(c)) and (ii) if any other Event of Default has occurred and is continuing, and the Requisite HoldersDesignated Holder so electelects , the principal amount of all Notes outstanding and, to the extent permitted by applicable law, any due and unpaid interest payments on the Notes or any fees or other amounts owed hereunder (other than default interest occurring under this Section 2.7(c)), shall from the date of occurrence of such Event of Default bear interest (including post-petition interest in any proceeding under the Bankruptcy Code or other applicable bankruptcy laws, whether or not allowed in such a proceeding) payable in Cash on demand at a rate that is two percent (2.0%) per annum in excess of the interest rate otherwise payable hereunder with respect to the Notes (without giving effect to this Section 2.7(c)) (which election may be revoked by the Requisite HoldersDesignated Holder notwithstanding any provision of Section 10.6(b) requiring the consent of “each Holder that would be affected thereby”for reductions of interest rates on the Notes). Payment or acceptance of the increased rates of interest provided for in this Section 2.7(c) is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of Agent or any Holder or Purchaser.

(d) Agent Fee. Issuer will pay to Agent (as successor-in-interest to U.S. Bank National Association) for its own account, a fee as set forth in the Collateral Agent and Loan Agency Services, dated as of November 20, 2017, between U.S. Bank National Association and the Issuer, as amended and restated on or about the Fourth Amendment Effective Date, between U.S. Bank Trust Company, National Association and the Issuer.

(e) Calculations. The Calculation Agent shall as soon as practicable (but in any event no later than three (3) Business Days prior to any Interest Payment Date or the date of any other amount payable under this Section 2.7) notify the Issuer and the HoldersIssuer shall notify the Designated Holder of the effective date and the amount of each Interest, fee or other payment under this Section 2.7. Each determination of an interest rate, interest payment amount or fee payment amount by the Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Issuer and the Holders in the absence of manifest error. Concurrent with each notice delivered pursuant to this Section 2.7(e), the Agent shall deliver to the Issuer and eachthe Issuer shall provide the Designated Holder a statement showing the quotations used by the Agent in determining any interest rate, if applicable, and the calculations related to any interest payment amount or fee payment amount.

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2.8 Repayment of Notes; Quarterly Redemption. (a) Beginning on June 15, 2024, the Issuer shall be required to redeem Notes on each Interest Payment Date at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, in an amount equal to $9,375,000 (each such quarterly redemption, a “Quarterly Redemption” and such amount, the “Redemption Amount”); provided, that if (x) the ratio of Total Net Indebtedness as of such date to EBITDA is less than 2.25 to 1.00 on a pro forma basis immediately prior to such Interest Payment Date, then the Issuer shall make the applicable Quarterly Redemption in the Redemption Amount plus any Unpaid Quarterly Redemption Amount (as defined below), accrued as of such date, if any, in an amount sufficient such that the ratio of Total Net Indebtedness to EBITDA shall not exceed 2.25 to 1.00 after giving effect to such payment; (y) the ratio of Total Net Indebtedness as of such date to EBITDA is equal to or greater than 2.25 to 1.00 on a pro forma basis immediately prior to such Interest Payment Date, but on a pro forma basis after giving effect to any First Lien Amortization Payment (as defined below), the ratio of Total Net Indebtedness to EBITDA would be less than 2.25 to 1.00, then the Redemption Amount payable on such Interest Payment Date shall be applied first to the First Lien Credit Agreement (such payment, the “First Lien Amortization Payment”) in an amount sufficient to cause the ratio of Total Net Indebtedness as of such date to EBITDA to be less than 2.25 to 1.00 after giving effect to such payment application, with any remaining Redemption Amount being applied second to the Quarterly Redemption; and (z) the ratio of Total Net Indebtedness as of such date to EBITDA is equal to or greater than 2.25 to 1.00 on a pro forma basis after giving effect to any First Lien Amortization Payment, then the Redemption Amount payable as of such Interest Payment Date will be applied to prepay amounts outstanding, if any, under the First Lien Credit Agreement and no Redemption Amount shall be paid as of such Interest Payment Date (any such amounts not applied to the Notes pursuant to this clause (z) or clause (y), the “Unpaid Quarterly Redemption Amounts”). Any Unpaid Quarterly Redemption Amounts shall accrue and on the first immediately subsequent Interest Payment Date on which (and to the extent) the ratio of Total Net Indebtedness to EBITDA does not exceed 2.25 to 1.00 (with continued deferral in the same manner as applicable for any unpaid portions of Unpaid Quarterly Redemption Amounts), the Issuer shall be required to make a Quarterly Redemption in an amount equal to the Redemption Amount plus any Unpaid Quarterly Redemption Amounts. Any Quarterly Redemption shall be made together with any amounts required to be paid pursuant to Section 2.7 and shall not be subject to Section 2.12(f). All Quarterly Redemptions shall be made pursuant to the procedures described in Section 2.17.

. (b) If any principal or interest amount payable under the Notes remains outstanding on the Maturity Date, such amount will be paid in full by Issuer to the Agent on behalf of the Holders in immediately available funds on the Maturity Date, together with any amounts required to be paid pursuant to Section 2.7 and Section  2.12(gf ). Notwithstanding anything to the contrary herein, any amounts payable pursuant to an Quarterly Redemption shall not be subject to Section 2.12(f).

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2.9 Voluntary PrepaymentsRedemptions. The Issuer may prepayredeem the Notes on any Business Day (other than a Specified Excluded Date) in whole or in part (together with any amounts due pursuant to Section 2.7 and Section 2.12(gf)) in an aggregate minimum amount equal to (a) if being paid in whole, the Obligations and (b) if being paid in part, $5,000,000 and integral multiples of $1,000,000 in excess of that amount. All such prepayments shall be made upon not less than eight (8) Business Days prior written or telephonic notice, in each case given to Agent by 12:00 p.m. (New York, New York time) on the date required and, if given by telephone, promptly confirmed in writing to Agent and which notice shall be delivered to the Holders from the Agent no later than 12:00 p.m. (New York, New York time) one Business Day following receipt by the Agent thereof. Upon the giving of any such notice, the principal amount of the Notes specified in such notice shall become due and payable on the prepayment date specified therein; provided, that any notice of prepayment described above may provide that such prepayment is conditioned upon the satisfaction of one of more conditions precedent. Any such voluntary prepayment shall be applied as specifiedaccordance with the procedures in Section  2.112.17 . Notwithstanding anything to the contrary, for purposes of this Agreement, the Second Amendment Principal Prepayment shall be treated as a voluntary prepaymentredemption made pursuant to this Section 2.9; provided, that (i) the advance notice requirements of this Section 2.9 shall apply to such Second Amendment Principal Prepayment and (ii) the Settlement Date of such Second Amendment Principal Prepayment shall be the Second Amendment Effective Date (subject to the occurrence thereof).

2.10 Mandatory PrepaymentsOffers to Purchase.

(a) Asset Sales and Hedge Receipts.

(i) Other than with respect to Net Asset Sale Proceeds attributable to an Asset Sale permitted by Section 7.11(a), (c), (f) and (g), to the extent that the aggregate Cash consideration in respect of any Asset Sale and/or Unwind is equal to or in excess of $25,000,000 individually or, together with all other such Asset Sales and Unwinds during the term of this Agreement, $100,000,000 in the aggregate:

(A) if, on a pro forma basis after giving effect to such Asset Sale(s) and/or Unwinds(s), the Asset Coverage Ratio for the Issuer and its Consolidated Restricted Subsidiaries as of such date is equal to or less than 1.25 to 1.00, then, within 10 days after receipt of such Net Asset Sale Proceeds and/or Hedge Receipts the Issuer (x) may (and if required thereunder, shall) apply such Net Asset Sale Proceeds and/or Hedge Receipts to prepay the Loans (as defined in the First Lien Credit Agreement or any functionally equivalent term in a Permitted Revolver Refinancing First Lien Credit Agreement) in accordance with clause (C)(1) below and/or (y) to the extent such Net Asset Sale Proceeds and Hedge Receipts are not fully applied under clause (x) above, make an offer to all the Holders to apply such Net Asset Sale Proceeds and/or Hedge Receipts to prepaypurchase the Notes under this Agreement in accordance with Section 2.10(a)(ii); and

(B) if, on a pro forma basis after giving effect to such Asset Sale(s) and/or Unwinds(s), the Asset Coverage Ratio for the Issuer and its Consolidated Restricted Subsidiaries as of such date is greater than 1.25 to 1.00, then, within 365 days after date of receipt of such Net Asset Sale Proceeds and/or Hedge Receipts, the Issuer shall apply such Net Asset Sale Proceeds and/or Hedge Receipts in any one or more of the options under the following clause (C);

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(C) (1) prepay Loans (as defined in the First Lien Credit Agreement or any functionally equivalent term in a Permitted Revolver Refinancing First Lien Credit Agreement); provided that in connection with any such prepayment of Loans, the Issuer will cause the related maximum aggregate credit amount, Borrowing Base, and commitments under the First Lien Credit Agreement or Permitted Revolver Refinancing First Lien Credit Agreement in existence on the date of such prepayment (if any) to be permanently reduced by an amount equal to the principal amount so retired (for the avoidance of doubt and notwithstanding anything herein to the contrary, these provisions will not prohibit the Issuer and the Note Parties from increasing the maximum aggregate credit amounts, Borrowing Base and commitments under the First Lien Credit Agreement or Permitted Revolver Refinancing First Lien Credit Agreement at a later date); provided, further, that nothing will restrict the Issuer from temporarily prepaying Loans under the First Lien Credit Agreement or Permitted Revolver Refinancing First Lien Credit Agreement pending application of such amounts pursuant to this Section 2.10(a)(i)(C); (2) offer to prepaypurchase the Notes outstanding under this Agreement in accordance with Section 2.10(a)(ii); and/or (3) so long as no Event of Default has occurred or is continuing, invest in Oil and Gas Properties (including drilling and completion costs of existing Oil and Gas Properties); provided that (x) Net Asset Sale Proceeds and Hedge Receipts attributable to Collateral may only be invested in assets that are or will become Collateral and (y) promptly following any determination by the Issuer of an election to invest Net Asset Sale Proceeds and/or Hedge Receipts pursuant to this Section 2.10(a)(i)(C)(3), the Issuer shall deliver to the Agent (for delivery to the Holders)Requesting Purchasers a certificate of a Responsible Officer of the Issuer specifying that the Issuer intends to reinvest such Net Asset Sale Proceeds and/or Hedge Receipts.

(ii) Any Net Asset Sale Proceeds and/or Hedge Receipts from Asset Sale(s) and/or Unwind(s) that are received in the case of Section 2.10(a)(i)(A) or are not applied or invested as required by Section 2.10(a)(i)(B) will be deemed to constitute “Excess Proceeds”. On or before, (x) the 10^th day referenced in Section 2.10(a)(i)(A), in the case of Section 2.10(a)(i)(A), (y) the date elected by the Issuer in the case of Section 2.10(a)(i)(C)(3)(y), and (z) the ³⁶5th day in case of Section 2.10(a)(i)(B), if the Issuer has not earlier made an offer to prepayrepurchase under Section 2.10(a)(i)(C)(3)(y), in each case after an applicable Asset Sale and/or Unwind, the Issuer shall make an offer (a “Specified Offer”) in accordance with Sections 2.10(d) and 2.10(e) to all the Holders to prepayrepurchase the maximum principal amount of Notes that may be prepaidpurchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Notes plus accrued and unpaid interest to the date of purchase, in accordance with the procedures established by the Requisite HoldersDesignated Holder for such offer. To the extent that the aggregate amount of Notes so validly offered for prepaymentpurchase or tendered and not properly withdrawn pursuant to a Specified Offer in accordance with Section 2.10(e) is less than the Excess Proceeds, the Issuer may use any remaining Excess Proceeds for working capital and general corporate purposes and to repay any other Indebtedness, subject to the other covenants contained in this Agreement. If the aggregate principal amount of Notes offered for prepaymentpurchase or surrendered by the Holders, collectively, exceeds the amount of Excess Proceeds, the Agent shall select

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the Notes to be prepaid or purchased on a pro rata basis based on the aggregate principal amount of tendered Notes(except that any Notes in global form will be selected by such method as DTC or its nominee or successor may require unless otherwise required by law), based on the amounts tendered (with such adjustments as may be deemed appropriate by the Issuer so that only Notes in denominations of $1.00, or an integral multiple of $1.00 in excess thereof, will be purchased). Upon completion of the Specified Offer, the amount of Excess Proceeds will be reset at zero. The Paying Agent will promptly mail to each Holder of Notes who properly tendered the applicable payment for such Notes (or, if all the Notes are then in global form, make such payment through the facilities of DTC), and the Agent will promptly authenticate and mail (or cause to be transferred by book entry through the facilities of the Depositary) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any.

The Issuer shall make each offer for prepaymentto purchase under this Section 2.10 in accordance with Sections 2.10 and 2.12.

(b) Insurance/Condemnation Proceeds. Promptly after the date of receipt by or on behalf of the Issuer or any of its Restricted Subsidiaries (or any Affiliate on behalf thereof), or Agent as sole loss payee of any Net Insurance/Condemnation Proceeds, the Issuer shall offer to prepaypurchase the Notes in an aggregate amount equal to such Net Insurance/Condemnation Proceeds within 10 days from the later of the date of such event giving rise to such Net Insurance/Condemnation Proceeds or the receipt of such Net Insurance/Condemnation Proceeds; provided that, so long as no Event of Default shall have occurred and is continuing, the Issuer shall have the option at any time to invest such Net Insurance/Condemnation Proceeds within 365 days after receipt thereof in assets of the general type used in the business of the Group Members (including drilling and completion costs of existing Oil and Gas Properties and related assets); provided that (i) Net Insurance/Condemnation Proceeds attributable to an event in respect of Collateral may only be invested in assets that are or will become Collateral, and (ii) if the Issuer abandons its intent to reinvest such Net Insurance/Condemnation Proceeds or any such Net Insurance/Condemnation Proceeds are not reinvested with 365 days of the event giving rise to such Net Insurance/Condemnation Proceeds, any remaining portion of the Net Insurance/Condemnation Proceeds shall be deemed to be Excess Proceeds under Section 2.10(a)(ii) and the Issuer shall be required to make an offer to prepaypurchase the Notes in the same manner as contemplated under Section 2.10(a)(ii) as if Net Insurance/Condemnation Proceeds were Excess Proceeds under Section 2.10(a)(ii) that had not been applied or reinvested with 365 days. In connection with any offer of prepaymentto purchase under this Section 2.10(b), the Issuer shall provide to Agent a notice in accordance with Section 2.10(d).

(c) Issuance of Indebtedness. On the date of receipt by or on behalf of the Issuer or any of its Restricted Subsidiaries (or any Affiliate on behalf thereof) of any Cash proceeds from the incurrence of any Indebtedness (other than Indebtedness that is permitted hereunder) of such Note Party, the Issuer shall, offer to prepaypurchase the Notes in an aggregate amount equal to one hundred percent (100%) of such proceeds (net of (x) any amounts required to be prepaid under the First Lien Credit Facility and (y) any underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses) (such amount, “Indebtedness Proceeds”). The Issuer shall be required to repurchase the Notes in the same manner as contemplated under Section 2.10(a)(ii) as if Indebtedness Proceeds were Excess Proceeds under Section 2.10(a)(ii) that had not been applied or reinvested with 365 days. In connection with any prepaymentoffer to purchase under this Section 2.10(c), the Issuer shall immediately provide to Agent a prepayment notice in accordance with Section 2.10(d) to prepay the Notes eight (8) Business Days after delivery of such notice.

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(d) PrepaymentOffer to Purchase Notice. In connection with any offer to make prepaymentpurchase required by Sections 2.10(a), 2.10(b) and 2.10(c), the Issuer shall provide prior written or telephonic notice thereof, in each case given to Agent by 12:00 p.m. (New York, New York time) at least eight (8) Business Days’ prior to the date of such prepayment, if given by telephone, promptly confirmed in writing to Agentpurchase, and which notice shall be delivered to the Holders from the Agent no later than 12:00 p.m. (New York, New York time) one Business Day following receipt by the Agent of such written notice (or written confirmation, if telephonic notice thereof is given). Each such notice shall include the calculation of the amount of the applicable proceeds giving rise to the prepaymentpurchase and the amount that is available to prepayrepurchase the Notes. In the event that the Issuer shall subsequently determine that the actual amount received exceeded the amount set forth in such notice, the Issuer shall promptly make an additional offer to make prepayment ofpurchase the Notes in an amount equal to such excess, and the Issuer shall concurrently therewith deliver to Agent a notice of offer to make such prepaymentrepurchase demonstrating the calculation of such excess. The offer price in such Specified Offer will be equal to 100% of the principal amount plus accrued and unpaid interest to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of a Specified Offer, the Issuer may use those Excess Proceeds for any purpose not otherwise prohibited by this Agreement. Upon completion of each Specified Offer, the amount of Excess Proceeds will be reset at zero. Notwithstanding the above, the Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes. Any repurchase offer relating to Global Notes shall comply with the Applicable Procedures.

(e) Holder Right to Waive. Notwithstanding anything in this Agreement to the contrary, each Holder, in its sole discretion, may, but is not obligated to, decline the Issuer’s offer to make any prepayment pursuant to this Section 2.10, in each case, with respect to such Holder’s Pro Rata Share of such prepayment. Promptly after the date of receipt of the notice required by Section 2.10(d), the Agent shall provide written notice (the “First Offer”) to the Holders of the amount available to prepay the Notes within one (1) Business Day of receipt of the applicable notice. Any Holder declining such prepayment (a “Declining Holder”) shall give written notice thereof to the Agent by 10:00 a.m. New York, New York time no later than five (5) Business Days after the date of such notice from the Agent (the “First Offer Deadline”) and on such date the Agent shall provide notice of the aggregate amount accepted for prepayment pursuant to the First Offer to the Issuer. The Issuer shall prepay the Notes accepted for prepayment pursuant to the First Offer no later than the date specified for such prepayment in the First Offer in the amount set forth in the applicable notice from the Agent. Additionally, on the First Offer Deadline (or earlier if the Agent has received responses from all Holders) the Agent shall then provide written notice (the “Second Offer”) to the Holders other than the Declining Holders (such Holders being the “Accepting Holders”) of the additional amount available (due to such Declining Holders’ declining such prepayment) to prepay Notes owing to such Accepting Holders, such available amount to be allocated on a pro rata basis among the Accepting Holders that accept the Second

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Offer. Any Holders declining prepayment pursuant to such Second Offer shall give written notice thereof to the Agent by 10:00 a.m. New York, New York time no later than five (5) Business Days after the date of such notice of a Second Offer. The Issuer shall prepay the Notes accepted for prepayment pursuant to the Second Offer within one Business Day after its receipt of notice from the Agent of the aggregate amount of such prepayment. Amounts remaining after the allocation of accepted amounts with respect to the First Offer and the Second Offer to Accepting Holders shall be retained by the Issuer in accordance with Section 2.10.

(fe) Notwithstanding anything in this Section 2.10 to the contrary, the Issuer shall not be required to make any mandatory prepaymentredemption or purchase of the Notes pursuant to this Section 2.10(a) and (b) if the proceeds otherwise required to be applied to such mandatory prepaymentredemption or purchase are required to be applied to a prepayment under the First Lien Credit Agreement.

2.11 Application of Payments. Except with respect to the Second Amendment Principal Prepayment and the Second Amendment Interest Payment, any payment of any Note made pursuant to Sections 2.8, 2.9 or 2.10 shall be applied as follows:

(a) first, to payment or reimbursement of that portion of the Obligations constituting fees, expenses and indemnities payable to the Agent in its capacityAgents in their capacities as such;

(b) second, pro rata to payment or reimbursement of that portion of the Obligations constituting fees, expenses and indemnities payable to the Holders, the Purchasers and the other Indemnitees listed under Section 10.3 under the Note Documents (which amount shall be paid by the Issuer to the applicable Holders, Purchasers and other Indemnitees and the Agent shall have no obligation to monitor or confirm the amount of such payments);

(c) third, pro rata to payment of accrued Interest (including interest at the Default Rate, if any) on the Notes;

(d) fourth, pro rata to pay the Make-Whole Amount, Repayment Fee or other amount due and payable pursuant to Section 2.12(gf), if any, on the Notes (including, for the avoidance of doubt, any Make-Whole Amount, any Repayment Fee or other amount due and payable pursuant to Section 2.12(gf) resulting from the prepayment of principal under clause fifth below);

(e) fifth, pro rata to payment of principal outstanding on the Notes which have not yet been reimbursed by or on behalf of the Issuer at such time;

(f) sixth, pro rata to any other Obligations; and

(g) seventh, any excess, after all of the Obligations shall have been indefeasibly paid in full in cash, shall be paid to the Issuer or as otherwise required by any Governmental Requirement.

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Notwithstanding the foregoing or anything to the contrary, (i) the Second Amendment Principal Prepayment shall be applied solely in accordance with clause (e) above without regard to any other provision in this Section 2.11 and (ii) the Second Amendment Interest Payment shall be applied solely in accordance with clause (c) above without regard to any other provision in this Section 2.11.

2.12 General Provisions Regarding Payments.

(a) All payments by the Issuer of principal, interest, fees and other Obligations shall be made in Dollars in same day funds without recoupment, setoff, counterclaim or other defense, and delivered to Agent not later than 12:00 p.m. (New York, New York time) on the date due to Agent’s Account for the account of the Holders; funds received by Agent after that time on such due date shall be deemed to have been paid by the Issuer on the next Business Day.

(a) By no later than 10:00 a.m. (New York City time) on the date on which any principal of, premium, if any, or interest on any Note is due and payable, the Issuer shall irrevocably deposit with the Agent or the Paying Agent money in immediately available funds sufficient to pay such principal, premium, if any, and/or interest. The Issuer will pay interest to the Persons who are registered Holders of Notes at the close of business on the Record Date next preceding the Interest Payment Date even if Notes are cancelled, repurchased or redeemed after the Record Date and on or before the Interest Payment Date. Holders of certificated Notes must surrender Notes to a Paying Agent to collect principal payments. The Issuer will pay principal, premium, if any, and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts. Payments in respect of Notes represented by a Global Note (including principal, premium, if any, and interest) will be made by the transfer of immediately available funds to the accounts specified by DTC or any successor depositary.

(b) All prepaymentsredemptions and repurchases in respect of the principal amount of any Note shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaidrepurchased or redeemed (and in the case of the Second Amendment Principal Prepayment, such payment of the Second Amendment Principal Prepayment shall be accompanied by the Second Amendment Interest Payment).

(c) Agent shall promptly distribute to each Holder at such address as such Holder shall indicate in writing, such Holder’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including all fees payable with respect thereto, to the extent received by Agent.

(dc) Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest hereunderno interest shall accrue for the intervening period. If a regular Record Date is not a Business Day, the Record Date shall not be affected. No payment shall be made on a Specified Excluded Date.

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(e) Agent shall deem any payment by or on behalf of the Issuer hereunder that is not made in same day funds at or prior to 12:00 p.m. (New York, New York time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by Agent until the later of (i) the time such funds become available funds, and (ii) the next Business Day. Interest and fees shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding Business Day) at the applicable rate determined pursuant to Section 2.7(a) from the date such amount was due and payable until the date such amount is paid in full.

(d) [Reserved].

(fe) If an Event of Default shall have occurred and not otherwise been waived, all payments or proceeds received by Agent hereunder in respect of any of the Obligations shall be applied first, to payment or reimbursement of that portion of the Obligations constituting fees, expenses and indemnities payable to the AgentAgents (including any costs and expenses related to foreclosure or realization upon, or protecting, Collateral) in its capacitytheir capacities as such, second, pro rata to payment or reimbursement of that portion of the Obligations constituting fees, expenses and indemnities payable to the Holders, the Purchasers and the other Indemnitees listed under Section 10.3 under the Note Documents, (which amounts shall be paid by the Issuer directly to the applicable Holders, Purchasers and Indemnitees and the Agents shall have no obligation to monitor or confirm the amount of such payments), third, pro rata to payment of accrued Interest (including interest at the Default Rate, if any) on the Notes, fourth, pro rata to pay the Make-Whole Amount, Repayment Fee or other amount due and payable pursuant to Section 2.12(gf), if any, on the Notes (including, for the avoidance of doubt, any Make-Whole Amount, any Repayment Fee or other amount due and payable pursuant to Section 2.12(gf) resulting from the prepaymentredemption or repurchase of principal under clause fifth below), fifth, pro rata to payment of principal outstanding on the Notes which have not yet been reimbursed by or on behalf of the Issuer at such time, sixth, pro rata to any other Obligations, and seventh, any excess, after all of the Obligations shall have been indefeasibly paid in full in cash, shall be paid to the Issuer or as otherwise required by any Governmental Requirement.

(gf) Make Whole Amount; Repayment Fee. Upon any prepaymentredemption or repurchase of the Notes (except for any prepaymentrepurchase made pursuant to Section 2.10(a) or (b) while no Event of Default has occurred and is continuing and other than any Quarterly Redemption), whether such prepaymentredemption or repurchase occurs as a result of an acceleration of the Notes pursuant to Section 8.2 (whether automatic or optional acceleration) following an Event of Default or otherwise or at the Issuer’s option, which the Issuer may, upon notice as provided below, make for all (or any portion) of the Notes, the Issuer shall make an additional payment to the Agent for the account of the Holders in an aggregate amount equal to (x) if such prepaymentredemption, repurchase or acceleration occurs on or prior to the twenty-fourtwelve (2412) month anniversary of the ClosingFourth Amendment Effective Date (the “Make-Whole Expiry Date”), the Make-Whole Amount determined for the prepaymentredemption or repurchase date with respect to such principal amount plus 2.03.0% of the principal of such prepaidredeemed, repurchased or accelerated amount plus any accrued and unpaid interest and other amounts due thereon or (y) if such prepaymentredemption, repurchase or acceleration occurs thereafter, a fee (the “Repayment Fee”), in an amount equal to the product of (XW) if such prepaymentredemption, repurchase or acceleration occurs following the Make-Whole Expiry Date but on or prior to the twenty-four (24) month anniversary of the Fourth Amendment Effective Date, 3.0% of the principal of such redeemed, repurchased or accelerated amount, (X) if such redemption, repurchase or acceleration occurs following the twenty-four (24)

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month anniversary of the Fourth Amendment Effective Date but on or prior to the thirty-six (36) month anniversary of the ClosingFourth Amendment Effective Date, 2.0% of the principal of such prepaidredeemed, repurchased or accelerated amount, (Y) if such prepaymentredemption, repurchase or acceleration occurs following the thirty-six (36) month anniversary of the ClosingFourth Amendment Effective Date but on or prior to the sixtiethforty-eight (6048) month anniversary of the ClosingFourth Amendment Effective Date, 1.0% of the principal of such prepaidredeemed, repurchased or accelerated amount, and (Z) if such prepaymentredemption, repurchase or acceleration occurs following the sixtiethforty-eight (6048) month anniversary of the ClosingFourth Amendment Effective Date, 0.0% of such prepaidredeemed, repurchased or accelerated amount plus in each case, any accrued and unpaid interest and other amounts due thereon. Notwithstanding the foregoing, the Repayment Fee shall not apply to the Second Amendment Principal Prepayment and the Second Amendment Interest Payment.

(g) Upon surrender of a Note that is redeemed or repurchased in part, the Issuer will issue at the expense of the Issuer a new Note equal in principal amount to the unpaid portion of the Note surrendered. With respect to any partial redemption or repurchase of Notes held as a Global Note, partial redemptions or repurchases will be processed through the DTC, in accordance with Applicable Procedures.

(h) Presentment of the Notes by the Holder is not a condition to receipt of payment on the Maturity Date or any earlier redemption.

2.13 Ratable Sharing(a) . HoldersPurchasers hereby agree among themselves that, except as otherwise provided in the Security Instruments with respect to amounts realized from the exercise of rights with respect to Liens on the Collateral, if any of them shall, whether by voluntary paymentredemption (other than a voluntary prepayment of Notes purchased and applied in accordance with the terms hereof), through the exercise of any right of set off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Note Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, fees and other amounts then due and owing to such HolderPurchaser hereunder or under the other Note Documents (collectively, the “Aggregate Amounts Due” to such HolderPurchaser ) which is greater than the proportion received by any other HolderPurchaser in respect of the Aggregate Amounts Due to such other HolderPurchaser, then the HolderPurchaser receiving such proportionately greater payment shall (a) notify Agent and each other HolderPurchaser of the receipt of such payment and (b) apply a portion of such payment to purchase Notes (which it shall be deemed to have purchased from each seller of a Note simultaneously upon the receipt by such seller of its portion of such payment) in the ratable Aggregate Amounts Due to the other the HoldersPurchasers so that all such recoveries of Aggregate Amounts Due shall be shared by all the HoldersPurchasers in proportion to the Aggregate Amounts Due to them; provided, if all or part of such proportionately greater payment received by such purchasing HolderPurchaser is thereafter recovered from such HolderPurchaser upon the bankruptcy or reorganization of the Issuer or otherwise, those purchases to that extent shall be rescinded and the purchase prices paid for such Notes shall be returned to such purchasing HolderPurchaser ratably to the extent of such recovery, but without interest. The Issuer expressly consents to the foregoing arrangement and agrees that any HolderPurchaser of a Note so purchased may exercise any and all rights of banker’s lien, set off or counterclaim with respect to any and all monies owing by the Issuer to that HolderPurchaser with respect thereto as fully as if that HolderPurchaser were owed the amount of the Note beneficially held by that HolderPurchaser. The Purchasers agree that the Agents shall have no obligation to monitor or enforce the provisions of this Section 2.13.

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2.14 Taxes; Withholding, etc(a).

(a) Payments to Be Free and Clear. All sums payable by or on account of any Note Party hereunder and under the other Note Documents shall (except to the extent otherwise required by law) be paid free and clear of, and without any deduction or withholding on account of, any Tax imposed, levied, collected, withheld or assessed by any Governmental Authority.

(b) Withholding of Taxes. If any Note Party or the Agent is required by law to make any deduction or withholding for or on account of any Tax from any sum paid or payable under any of the Note Documents: (i) the Issuer shall notify the Agent of any such requirement or any change in any such requirement as soon as the Issuer becomes aware of it; (ii) the Issuer or the Agent shall be entitled to make such deduction or withholding and shall pay (or cause to be paid) any such Tax to the relevant Governmental Authority before the date on which penalties attach thereto; (iii) if such Tax is an Indemnified Tax, the sum payable by such Note Party in respect of which the relevant deduction or withholding is required shall be increased to the extent necessary to ensure that after any such deduction or withholding of Indemnified Tax, the Agent or such Holder (or Purchaser in the case of Global Notes), as the case may be, and each of their Tax Related Persons receives on the due date a net sum equal to what it would have received had no such deduction or withholding been required; and (iv) within thirty (30) days after making any such deduction or withholding, the Issuer shall deliver to the Agent evidence satisfactory to the other affected parties of such deduction or withholding and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to any Holder or the Agent under clause (iii) above for, (A) in the case of a Holder, any U.S. federal withholding Tax in effect and applicable (1) as of the date hereof (in the case of each Holder listed on the signature pages hereof on the Closing Date) or, in the case of a Tax Related Person, the date the Tax Related Person becomes a beneficiary of any Equity Interests in the applicable Holder, (2) on the effective date of the Assignment Agreement pursuant to which such Holder became a Holder (in the case of each other Holder), or (3) on the date the Holder changes its Applicable Office, except in each case to the extent that, pursuant to this Section 2.14, amounts with respect to such U.S. federal withholding Taxes were payable to such Holder’s assignor (including each of their Tax Related Persons) immediately before such Holder becomes a party hereto or such Holder immediately before such Holder changed its Applicable Office, (B) any Tax on the Overall Net Income of the Holder or its Tax Related Persons, (C) any U.S. federal withholding Tax imposed under FATCA or (D) any Tax attributable to the Holder’s or the Agent’s failure to comply with Section 2.14(e) (all such amounts described in (A), (B), (C) and (D), “Excluded Taxes”).

(c) Other Taxes. In addition and without duplication, the Note Parties shall pay all Other Taxes to the relevant Governmental Authorities in accordance with applicable law. The Note Parties shall deliver to Agent official receipts or other evidence of such payment reasonably satisfactory to the Requisite HoldersDesignated Holder in respect of any Taxes or Other Taxes payable hereunder promptly after payment of such Taxes or Other Taxes.

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(d) Indemnification. The Note Parties shall indemnify the Agent and each Holder and their respective Tax Related Persons, within ten (10) days after written demand therefor, for the full amount of any Indemnified Taxes paid or incurred by the Agent or such Holder or their respective Tax Related Persons, as the case may be, relating to, arising out of, or in connection with any Note Document or any payment or transaction contemplated hereby or thereby, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority and all reasonable expenses and costs arising therefrom or with respect thereto. Any indemnification under this Section 2.14(d) shall be made such that after all required deductions and payments of all Indemnified Taxes and any reasonable expenses and costs, the Agent, each relevant Holder and their respective Tax Related Persons receives and retains an amount equal to the sum it would have received and retained from the Note Parties had it not paid or incurred or been subject to such Indemnified Taxes or expenses and costs. A certificate as to the amount of such payment or liability delivered to the Issuer by a Holder (with a copy to the Agent), or by the Agent on its own behalf or on behalf of a Holder, shall be conclusive absent manifest error. Notwithstanding the foregoing, the Note Parties shall not be required to indemnify the Agent and the Holders under this Section 2.14(d) in duplication of Indemnified Taxes covered by Sections 2.14(b) or (c).

(e) Administrative Requirements; Forms Provision. Each Holder that is a U.S. Person for U.S. federal income tax purposes shall deliver to the Issuer and the Agent, on or prior to the Closing Date (in the case of each Holder listed on the signature pages hereof on the Closing Date) or on or prior to the date of the Assignment Agreement pursuant to which it becomes a Holder (in the case of each other Holder), and at such other times as may be necessary in the determination of the Issuer or Agent (each in the reasonable exercise of its discretion), two executed copies of Internal Revenue Service (the “IRS”) Form W-9 establishing an exemption from U.S. federal backup withholding tax. Each Holder that is a Non-U.S. HolderPurchaser shall, to the extent it is legally entitled to do so, deliver to the Issuer and the Agent, on or prior to the Closing Date (in the case of each Holder listed on the signature pages hereof on the Closing Date) or on or prior to the date of the Assignment Agreement or joinder agreement pursuant to which it becomes a Holder (in the case of each other Holder), and at such other times as may be necessary in the determination of the Issuer or Agent (each in the reasonable exercise of its discretion), whichever of the following described in clauses (i) through (iv) below is applicable, accurately completed and in a manner reasonably acceptable to the Issuer and the Agent:

(i) in the case of a Non-U.S. HolderPurchaser claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Note Document, two executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty, and (y) with respect to any other applicable payments under any Note Document, two executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

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(ii) two executed copies of IRS Form W-8ECI;

(iii) in the case of a Non-U.S. HolderPurchaser claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (A) a certificate substantially in the form of Exhibit G-1 to the effect that such Non-U.S. HolderPurchaser is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Issuer within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (B) two executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E; or