Prairie Operating Co.

EX-10.1 · ef20075766_ex10-1.htm

EX-10.1
 2
 ef20075766_ex10-1.htm
 EXHIBIT 10.1

 Exhibit 10.1

 SECOND AMENDMENT TO

 AMENDED AND RESTATED CREDIT AGREEMENT

 This SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “ Amendment ”) is executed as of June 10, 2026 to be effective for all purposes as of April 1, 2026,
 among PRAIRIE OPERATING CO., a Delaware corporation (the “ Borrower ”), each other Credit Party party hereto, each of the Lenders party hereto and CITIBANK, N.A., as administrative agent (in such capacity, together with its successors in
 such capacity, the “ Administrative Agent ”).

  

 RECITALS

  

 A.          The Borrower, the Administrative Agent and the Lenders are party to that certain Amended and Restated Credit Agreement dated as of March 26, 2025 (as amended by that
 certain First Amendment to Amended and Restated Credit Agreement, dated as of June 6, 2025, the “ Existing Credit Agreement ”, and as amended by this Amendment and as the same may be further amended, restated, amended and restated,
 supplemented or otherwise modified from time to time, the “ Credit Agreement ”), pursuant to which the Lenders have made certain credit available to and on behalf of the Borrower.

  

 B.          The Borrower, the Administrative Agent and the Lenders party hereto have agreed to amend certain provisions of the Credit Agreement and to redetermine and reaffirm
 the Borrowing Base at $475,000,000, in each case as more fully set forth herein.

  

 C.          NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, for good and valuable consideration, the receipt and sufficiency of which
 are hereby acknowledged, the parties hereto agree as follows:

  

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

  

 Section 2.           Amendments to Credit Agreement .  The
 Credit Agreement is hereby amended as follows:

  

 2.1          The Existing Credit Agreement (exclusive of Schedules and Exhibits
 thereto) is hereby amended to read in its entirety, as set forth on Exhibit A attached hereto.

  

  

 2.2          Exhibit D to the Credit Agreement is hereby amended and restated in its
 entirety as set forth on Annex I attached hereto.

  

  

 2.3          A new Exhibit N is hereby added in correct alphabetical order to the
 Credit Agreement as set forth on Annex II attached hereto.

  

 Section 3.            Borrowing Base Redetermination . 
 Subject to the satisfaction or waiver in writing of each of the conditions set forth in Section 5 below and in reliance upon the representations, warranties, covenants and agreements contained in this Amendment, (a) the Administrative
 Agent and each Lender hereby redetermine and reaffirm the Borrowing Base, effective as of the date hereof, to $475,000,000, and (b) the Administrative Agent, each Lender and the Borrower hereby agree and acknowledge that such redetermined
 Borrowing Base shall remain in effect until the date such Borrowing Base is otherwise adjusted pursuant to the terms of the Credit Agreement. The Borrower hereby accepts such Borrowing Base as so reaffirmed to be effective on June 10, 2026. The
 redetermination provided for herein shall be deemed to constitute the Scheduled Redetermination for April 1, 2026, and this Amendment shall constitute the New Borrowing Base Notice in accordance with Section 2.07(d) of the Credit Agreement.

  

 Section 4.            Conditions Precedent .  The following
 are conditions precedent to the effectiveness of this Amendment:

  

 4.1         The Administrative Agent shall have executed and received from Lenders constituting the
 Required Lenders, the Borrower and each other Credit Party party hereto, counterparts (in such number as may be requested by the Administrative Agent) of this Amendment signed on behalf of each such Person party thereto.

  

 4.2          The Administrative Agent shall have executed and received from the Borrower and the Lenders
 (if applicable) counterparts of each Fee Letter, dated as of the date hereof.

 4.3         The Administrative Agent shall have received (i) title information in form and substance
 acceptable to the Administrative Agent covering enough of the Borrowing Base Properties of the type set forth in clause (a) of the definition thereof evaluated in the most recently delivered Reserve Report so that the Administrative
 Agent shall have received, together with title information previously delivered to the Administrative Agent, title information in form and substance acceptable to the Administrative Agent on at least 90% of the PV-9 of the Borrowing Base
 Properties of the type set forth in clause (a) of the definition thereof evaluated by such Reserve Report and (ii) Mortgages or supplements to Mortgages which will, when properly recorded, will create first priority, perfected Liens on at least
 95% of the PV-9 of the Borrowing Base Properties of the type set forth in clause (a) of the definition thereof evaluated by such Reserve Report.

  

 4.4          The Administrative Agent shall have received (x) a certificate of a Financial Officer for the
 fiscal quarter ending December 31, 2025 and (y) a certificate of a Financial Officer for the fiscal quarter ending March 31, 2026, in each case in the form of Annex I hereto (i) certifying as to whether on the dates referenced in
 clauses (x) and (y) above, and after giving effect to this Amendment, a Default had occurred, (ii) setting forth detailed calculations demonstrating compliance with Section 9.01 of the Credit Agreement, (iii) stating whether any change in GAAP
 or in the application thereof has occurred since the date of the most recent financial statements previously delivered in connection with this Agreement and, if any such change has occurred, specifying the effect of such change on the financial
 statements accompanying such certificate and (iv) setting forth a detailed calculation of Distributable Free Cash Flow for the applicable Test Period.

  

 4.5         On or prior to June 10, 2026, the Borrower will and will cause its Restricted Subsidiaries to
 cause each of their Deposit Accounts, Commodity Accounts and Securities Accounts (in each case, other than Excluded Accounts for so long as they are Excluded Accounts) with Bank of America, N.A. to be subject to an Account Control Agreement.

  

 4.6          Immediately after giving effect to this Amendment, no Default or Event of Default shall have
 occurred and be continuing.

  

 4.7         Each representation and warranty contained in Section 5 hereof shall be true and
 correct in all material respects (except for those which have a materiality qualifier, which are true and correct in all respects as so qualified), except to the extent any such representations and warranties are expressly limited to an earlier
 date, in which case, on and as of the date hereof, such representations and warranties shall continue to be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all
 respects as so qualified) as of such specified earlier date.

  

 2

 4.8         The Administrative Agent shall have received all fees and other amounts due and payable on or
 prior to June 10, 2026, including, without limitation, the fees included in the Citi Fee Letter and the Fee Letter and reimbursement or payment of all reasonable and documented out-of-pocket fees and expenses in accordance with Section 12.03(a)
 of the Credit Agreement.

  

 Section 5.           Representations and Warranties .  In
 order to induce the Administrative Agent and the Lenders to enter into this Amendment, each of the Borrower and the other Credit Parties hereby represents and warrants to the Administrative Agent and the Lenders that:

  

 5.1         Accuracy of Representations and Warranties .  The representations and warranties of
 each Credit Party contained in each Loan Document are true and correct in all material respects on and as of the date hereof except to the extent any such representations and warranties (i) are expressly limited to an earlier date, in which
 case, on and as of the date hereof, such representations and warranties continue to be true and correct in all material respects as of such specified earlier date or (ii) are already qualified by materiality, Material Adverse Effect or a
 similar qualification, in which case, such representations and warranties are true and correct in all respects.

  

 5.2         Due Authorization .  The execution and delivery of this Amendment and the performance
 of this Amendment and the Credit Agreement by the Borrower and each other Credit Party are within the Borrower’s and such Credit Party’s corporate or limited liability company, as applicable, powers and have been duly authorized by all
 necessary corporate or limited liability company, as applicable, action and, if required, action by any holders of its Equity Interests (including, without limitation, any action required to be taken by any class of directors, managers or
 supervisors of the Borrower or any other Person, whether interested or disinterested, in order to ensure the due authorization of this Amendment).

  

 5.3         Validity and Binding Effect .  This Amendment and the Credit Agreement constitute the
 valid and binding obligations of the Borrower and each other Credit Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws
 affecting creditor’s rights generally, and subject to general principles of equity, regardless of whether considered in a proceeding in equity or law.

  

 5.4          Absence of Defaults .   No Default or Event of Default has occurred that is continuing
 immediately prior to and after giving effect to this Amendment.

  

 5.5         Specified Preferred Equity . (i) Between April 9, 2026 and June 10, 2026, the Borrower
 and its Subsidiaries have not made any payments, other than payments made with Equity Interests, to any holders of the Specified Preferred Equity and (ii) the execution, delivery and performance by the Borrower and the other Credit Parties of
 this Amendment will not violate or result in a default under the Specified Preferred Equity Documentation.

  

 Section 6.            Miscellaneous .

  

 6.1          Confirmation .  The Credit Agreement and each of the other Loan Documents, as
 specifically amended by this Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. The execution, delivery and effectiveness of this Amendment shall not, except as expressly
 provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.

  

 3

 6.2         Counterparts .  This Amendment may be executed in counterparts (and by different
 parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  Delivery of an executed counterpart of a signature page of this Amendment that is
 an Electronic Signature transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page shall be effective as delivery of a manually executed counterpart of this Amendment.  The
 words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Amendment shall be deemed to include Electronic Signatures, deliveries or the keeping of records in any electronic form (including deliveries
 by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical
 delivery thereof or the use of a paper-based recordkeeping system, as the case may be.

  

 6.3         No Oral Agreement .  This Amendment, the Credit Agreement and the other Loan Documents
 represent the final agreement among the parties hereto and thereto and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties.  There are no unwritten oral agreements between the parties.

  

 6.4          GOVERNING LAW .  THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
 WITH, THE LAWS OF THE STATE OF NEW YORK.

  

 6.5          Payment of Expenses .  The Borrower agrees to pay or reimburse the Administrative
 Agent for all of its reasonable and documented out-of-pocket costs and expenses incurred in connection with this Amendment, any other documents prepared in connection herewith and the transactions contemplated hereby in accordance with Section
 12.03 of the Credit Agreement.

  

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

  

 6.7          Loan Document .  This Amendment shall constitute a “Loan Document” under and as
 defined in Section 1.02 of the Credit Agreement.

  

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

  

 6.9         JURISDICTION; CONSENT TO SERVICE OF PROCESS; WAIVER OF JURY TRIAL .  Section 12.09(b),
 (c) and (d) of the Credit Agreement shall apply to this Amendment, mutatis mutandis .

  

 [ Signature pages follow. ]

  

 4

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

 BORROWER:

 PRAIRIE OPERATING CO.

 By:

 /s/ Gregory S. Patton

  

 Name: Gregory S. Patton

  

 Title: Executive Vice President and Chief Financial Officer

 Signature Page to

 Second Amendment to Amended and Restated Credit Agreement

 CREDIT PARTIES:

 PRAIRIE OPERATING CO., LLC

  
  

  

 By:

 /s/ Gregory S. Patton

  

 Name: Gregory S. Patton

  

 Title: Executive Vice President and Chief Financial Officer

  
  

  

 PRAIRIE OPERATING HOLDING CO., LLC

  
  

  

 By:

 /s/ Gregory S. Patton
  

  

 Name: Gregory S. Patton

  

 Title: Executive Vice President and Chief Financial Officer

  
  

  

 PRAIRIE OPERATING EMPLOYEE CO., LLC

  
  

  

 By:

 /s/ Gregory S. Patton
  

  

 Name: Gregory S. Patton

  

 Title: Executive Vice President and Chief Financial Officer

  
  

  

 OTTER HOLDINGS, LLC

  
  

  

 By:

 /s/ Gregory S. Patton
  

  

 Name: Gregory S. Patton

  

 Title: Executive Vice President and Chief Financial Officer

  
  

  

 PRAIRIE SWD CO., LLC

  
  

  

 By:

 /s/ Gregory S. Patton
  

  

 Title: Gregory S. Patton

  

 Name: Executive Vice President and Chief Financial Officer

  
  

  

 PRAIRIE GATHERING I, LLC

  
  

  

 By:

 /s/ Gregory S. Patton
  

  

 Name: Gregory S. Patton

  

 Title: Executive Vice President and Chief Financial Officer

 Signature Page to

 Second Amendment to Amended and Restated Credit Agreement

 ADMINISTRATIVE AGENT:

 CITIBANK, N.A. , as Administrative Agent, a Lender and Issuing Bank

  
  

  
 By:
 /s/ Thomas Skipper

  

  

 Name: Thomas Skipper

  

 Title: Director

 Signature Page to

 Second Amendment to Amended and Restated Credit Agreement

 LENDERS:

 KEYBANK NATIONAL ASSOCIATION , as a Lender

  
  

 By:

 /s/ Eric Appel

  

 Name: Eric Appel

 Title: Senior Vice President

 Signature Page to

 Second Amendment to Amended and Restated Credit Agreement

  

 MUFG BANK, LTD. , as a Lender

  
  

  

 By:

 /s/ Traci Bankston

  

  

 Name: Traci Bankston

  

 Title: Authorized Signatory

 Signature Page to

 Second Amendment to Amended and Restated Credit Agreement

  

 TRUIST BANK , as a Lender

  

  

 By:

 /s/ John Kovarik

  

  

 Name: John Kovarik

  

 Title: Managing Director

 Signature Page to

 Second Amendment to Amended and Restated Credit Agreement

  

 BANK OF AMERICA, N.A. , as a Lender

  

  

 By:

 /s/ Ajay Prakash

  

  

 Name: Ajay Prakash

  

 Title: Director

 Signature Page to

 Second Amendment to Amended and Restated Credit Agreement

  

 UMB BANK, N.A. , as a Lender

  

  

 By:

 /s/ Zachary S. Leard

  

  

 Name: Zachary S. Leard

  

 Title: Vice President

 Signature Page to

 Second Amendment to Amended and Restated Credit Agreement

  

 WEST TEXAS NATIONAL BANK , as a Lender

  

  

 By:

 /s/ Frank Stowers

  

  

 Name: Frank Stowers

  

 Title: EVP, Chief Lending Officer

 Signature Page to

 Second Amendment to Amended and Restated Credit Agreement

 EXHIBIT A

  

 CONFORMED CREDIT AGREEMENT

 (See attached.)

 Conformed Amended and Restated Credit Agreement, conformed through the First Second Amendment to

 Amended and Restated Credit Agreement, dated as of June 6 April 1 , 2025 2026 .

  

  

 AMENDED AND RESTATED CREDIT AGREEMENT

  

 dated as of March 26, 2025

  

 among

  

 PRAIRIE OPERATING CO.,

 as the Borrower,

  

 CITIBANK, N.A.,

   as Administrative Agent,

  

 and

  

 The Lenders Party Hereto

  

  

  

 CITIBANK, N.A., KEYBANC CAPITAL MARKETS INC., MUFG BANK, LTD., TRUIST SECURITIES, INC., UMB BANK, N.A., MACQUARIE BANK LIMITED AND BOFA SECURITIES, INC.

  

 as Joint Lead Arrangers and Bookrunners

  

  

  

  

 TABLE OF CONTENTS

  

 Page

  

 ARTICLE I DEFINITIONS AND ACCOUNTING MATTERS
 1

  
  
  
  

 Section 1.01
  
 Terms Defined Above
 1

 Section 1.02
  
 Certain Defined Terms
 1

 Section 1.03
  
 Types of Loans and Borrowings
 43

 Section 1.04
  
 Terms Generally; Rules of Construction
 43

 Section 1.05
  
 Accounting Terms and Determinations; GAAP
 43

 Section 1.06
  
 Divisions
 44

 Section 1.07
  
 Rates
 44

 Section 1.08
  
 Rounding
 44

 Section 1.09
  
 Letter of Credit Amounts
 45

  
  

 ARTICLE II THE CREDITS
 45

  
  
  
  

 Section 2.01
  
 Commitments
 45

 Section 2.02
  
 Loans and Borrowings
 45

 Section 2.03
  
 Requests for Borrowings
 46

 Section 2.04
  
 Interest Elections
 47

 Section 2.05
  
 Funding of Borrowings
 48

 Section 2.06
  
 Termination, Revision and Reduction of Commitments and Aggregate Maximum Credit Amounts; Increase, Reduction and Termination of Aggregate Elected Commitment Amounts
 48

 Section 2.07
  
 Borrowing Base
 52

 Section 2.08
  
 Letters of Credit
 55

 Section 2.09
  
 Defaulting Lenders
 61

  
  
  
  

 ARTICLE III PAYMENTS OF PRINCIPAL AND INTEREST; PREPAYMENTS; FEES
 63

  
  
  
  

 Section 3.01
  
 Repayment of Loans
 63

 Section 3.02
  
 Interest
 63

 Section 3.03
  
 Benchmark Replacement Setting
 64

 Section 3.04
  
 Prepayments
 66

 Section 3.05
  
 Fees
 69

  
  
  
  

 ARTICLE IV PAYMENTS; PRO RATA TREATMENT; SHARING OF SET-OFFS
 70

  
  
  
  

 Section 4.01
  
 Payments Generally; Pro Rata Treatment; Sharing of Set-offs
 70

 Section 4.02
  
 Presumption of Payment by the Borrower
 71

 Section 4.03
  
 Certain Deductions by the Administrative Agent
 71

 Section 4.04
  
 Disposition of Proceeds
 71

  
  
  
  

 ARTICLE V INCREASED COSTS; BREAK FUNDING PAYMENTS; TAXES; ILLEGALITY
 72

  
  
  
  

 Section 5.01
  
 Increased Costs
 72

 Section 5.02
  
 Break Funding Payments
 73

 Section 5.03
  
 Taxes
 73

 Section 5.04
  
 Mitigation Obligations; Replacement of Lenders
 76 76

 Section 5.05
  
 Illegality
 77

  
  
  
  

 ARTICLE VI CONDITIONS PRECEDENT
 78

  
  
  
  

 Section 6.01
  
 Effective Date
 78

 Section 6.02
  
 Each Credit Event
 81 82

  

 i

  

 ARTICLE VII REPRESENTATIONS AND WARRANTIES
 82

  
  
  
  

 Section 7.01
  
 Organization; Powers
 82

 Section 7.02
  
 Authority; Enforceability
 82 82

 Section 7.03
  
 Approvals; No Conflicts
 83

 Section 7.04
  
 Financial Condition; No Material Adverse Change
 83

 Section 7.05
  
 Litigation
 84

 Section 7.06
  
 Environmental Matters
 84

 Section 7.07
  
 Compliance with Laws and Agreements; No Defaults
 85

 Section 7.08
  
 Investment Company Act
 85

 Section 7.09
  
 Taxes
 85

 Section 7.10
  
 ERISA
 85 85

 Section 7.11
  
 Disclosure; No Material Misstatements
 86

 Section 7.12
  
 Insurance
 87

 Section 7.13
  
 Restriction on Liens
 87

 Section 7.14
  
 Subsidiaries
 87

 Section 7.15
  
 Location of Business and Offices
 87

 Section 7.16
  
 Properties; Titles, Etc
 87

 Section 7.17
  
 Maintenance of Properties
 88

 Section 7.18
  
 Gas Imbalances, Prepayments
 88 88

 Section 7.19
  
 Marketing of Production
 88

 Section 7.20
  
 Swap Agreements and Qualified ECP Guarantor
 89

 Section 7.21
  
 Use of Loans and Letters of Credit
 89

 Section 7.22
  
 Solvency
 89

 Section 7.23
  
 Anti-Corruption Laws and Sanctions
 89 89

 Section 7.24
  
 Affected Financial Institutions
 90

 Section 7.25
  
 Security Instruments
 90

 Section 7.26
  
 Minimum Volume Contracts
 90

 Section 7.27
  
 Senior Debt Status
 90 90

 Section 7.28
  
 Accounts
 90

  
  
  
  

 ARTICLE VIII AFFIRMATIVE COVENANTS
 91

  
  
  
  

 Section 8.01
  
 Financial Statements; Other Information
 91

 Section 8.02
  
 Notices of Material Events
 94 95

 Section 8.03
  
 Existence; Conduct of Business
 95

 Section 8.04
  
 Payment of Obligations
 95 95

 Section 8.05
  
 Operation and Maintenance of Properties; Subordination of Affiliated Operators’ Liens
 95 96

 Section 8.06
  
 Insurance
 96 96

 Section 8.07
  
 Books and Records; Inspection Rights
 96 97

 Section 8.08
  
 Compliance with Laws
 97

 Section 8.09
  
 Environmental Matters
 97

 Section 8.10
  
 Further Assurances
 98

 Section 8.11
  
 Reserve Reports
 98 98

 Section 8.12
  
 Title Information
 99 100

 Section 8.13
  
 Additional Collateral and Additional Guarantors
 100 100

 Section 8.14
  
 ERISA Compliance
 101 101

 Section 8.15
  
 Unrestricted Subsidiaries
 102

 Section 8.16
  
 Deposit Accounts; Commodity Accounts and Securities Accounts
 102

 Section 8.17
  
 Commodity Exchange Act Keepwell Provisions
 102 102

 Section 8.18
  
 Commodity Hedging
 102 103

 Section 8.19
  
 Post-Closing Covenants
 103

  

 ii

  

 ARTICLE IX NEGATIVE COVENANTS
 103

  
  
  
  

 Section 9.01
  
 Financial Covenants
 103

 Section 9.02
  
 Debt
 104 105

 Section 9.03
  
 Liens
 106

 Section 9.04
  
 Dividends and Distributions
 106 107

 Section 9.05
  
 Investments, Loans and Advances
 109 109

 Section 9.06
  
 Designation and Conversion of Restricted and Unrestricted Subsidiaries; Debt of Unrestricted Subsidiaries
 111

 Section 9.07
  
 Nature of Business; No International Operations
 111 112

 Section 9.08
  
 Proceeds of Loans
 112

 Section 9.09
  
 ERISA Compliance
 112 112

 Section 9.10
  
 Sale or Discount of Receivables
 112 113

 Section 9.11
  
 Mergers, Etc
 112 113

 Section 9.12
  
 Sale of Properties and Termination of Swap Agreements
 113 113

 Section 9.13
  
 Environmental Matters
 115 115

 Section 9.14
  
 Transactions with Affiliates
 115 116

 Section 9.15
  
 Subsidiaries
 115 116

 Section 9.16
  
 Negative Pledge Agreements; Dividend Restrictions
 116

 Section 9.17
  
 Gas Imbalances, Take-or-Pay or Other Prepayments
 116 116

 Section 9.18
  
 Swap Agreements
 116 117

 Section 9.19
  
 Marketing Activities
 118 118

 Section 9.20
  
 Changes in Fiscal Year; Amendments to Organizational Documents
 118 119

 Section 9.21
  
 Non-Qualified ECP Guarantors
 118 119

 Section 9.22
  
 Sales and Leasebacks
 119

  
  
  
  

 ARTICLE X EVENTS OF DEFAULT; REMEDIES
 119 119

  
  
  
  

 Section 10.01
  
 Events of Default
 119 119

 Section 10.02
  
 Remedies
 121 121

  
  
  
  

 ARTICLE XI THE AGENTS
 122 122

  
  
  
  

 Section 11.01
  
 Appointment; Powers
 122 122

 Section 11.02
  
 Duties and Obligations of Administrative Agent
 122 123

 Section 11.03
  
 Action by Administrative Agent
 123 124

 Section 11.04
  
 Reliance by Administrative Agent
 124

 Section 11.05
  
 Subagents
 124 124

 Section 11.06
  
 Resignation of Administrative Agent
 124 124

 Section 11.07
  
 Agents as Lenders
 124 125

 Section 11.08
  
 No Reliance
 124 125

 Section 11.09
  
 Administrative Agent May File Proofs of Claim
 125 125

 Section 11.10
  
 Authority of Administrative Agent to Release Collateral, Liens and Guarantors
 125 126

 Section 11.11
  
 The Arrangers
 126 127

 Section 11.12
  
 Erroneous Payments
 126 127

 Section 11.13
  
 Subordination Agreements
 128 129

 Section 11.14
  
 Credit Bidding
 129

  
  
  
  

 ARTICLE XII MISCELLANEOUS
 130

  
  
  
  

 Section 12.01
  
 Notices
 130

 Section 12.02
  
 Waivers; Amendments
 131 131

 Section 12.03
  
 Expenses, Indemnity; Damage Waiver
 133 134

 Section 12.04
  
 Successors and Assigns
 136 137

  

 iii

  

 Section 12.05
  
 Survival; Revival; Reinstatement
 140 140

 Section 12.06
  
 Counterparts; Integration; Effectiveness
 140 141

 Section 12.07
  
 Severability
 142 142

 Section 12.08
  
 Right of Setoff
 142 142

 Section 12.09
  
 GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS
 142 142

 Section 12.10
  
 Headings
 143 144

 Section 12.11
  
 Confidentiality
 143 144

 Section 12.12
  
 Interest Rate Limitation
 144 145

 Section 12.13
  
 EXCULPATION PROVISIONS
 145 145

 Section 12.14
  
 Collateral Matters; Swap Agreements
 145 146

 Section 12.15
  
 No Third Party Beneficiaries
 146

 Section 12.16
  
 USA Patriot Act Notice
 146 146

 Section 12.17
  
 No Advisory or Fiduciary Responsibility
 146 146

 Section 12.18
  
 Acknowledgement and Consent to Bail-In of Affected Financial Institutions
 146 147

 Section 12.19
  
 Certain ERISA Matters
 147 147

 Section 12.20
  
 Acknowledgement Regarding Any Supported QFCs
 148 148

 Section 12.21
  
 Amendment and Restatement of Existing Credit Agreement
 148 149

  

 Annexes, Exhibits and Schedules

  

 Annex I
 List of Maximum Credit Amounts and Elected Commitments

 Annex II
 List of LC Issuance Limits

  
  

 Exhibit A
 Form of Note

 Exhibit B
 Form of Borrowing Request

 Exhibit C
 Form of Interest Election Request

 Exhibit D
 Form of Compliance Certificate

 Exhibit E
 Security Instruments as of the Effective Date

 Exhibit F
 Form of Guarantee and Collateral Agreement

 Exhibit G
 Form of Assignment and Assumption

 Exhibit H-1
 Form of U.S. Tax Compliance Certificate (Foreign Lenders; not partnerships)

 Exhibit H-2
 Form of U.S. Tax Compliance Certificate (Foreign Participants; not partnerships)

 Exhibit H-3
 Form of U.S. Tax Compliance Certificate (Foreign Participants; partnerships)

 Exhibit H-4
 Form of U.S. Tax Compliance Certificate (Foreign Lenders; partnerships)

 Exhibit I
 [Reserved]

 Exhibit J
 Form of Elected Commitment Increase Certificate

 Exhibit K
 Form of Additional Lender Certificate

 Exhibit L
 Form of Solvency Certificate

 Exhibit M
 Form of Reserve Report Certificate

 Exhibit N
 Form of Restricted Payment Certificate

  
  

 Schedule 7.04
 Financial Condition

 Schedule 7.05
 Litigation

 Schedule 7.06
 Environmental Matters

 Schedule 7.14
 Subsidiaries

 Schedule 7.15
 Location of Business and Offices

 Schedule 7.16
 Properties; Titles

 Schedule 7.18
 Gas Imbalances, Prepayments

 Schedule 7.19
 Marketing of Production

  

 iv

  

 Schedule 7.20
 Swap Agreements and Qualified ECP Guarantor

 Schedule 7.26
 Minimum Volume Contracts

 Schedule 7.28
 Accounts

 Schedule 9.02
 Existing Debt

 Schedule 9.03
 Existing Liens

 Schedule 9.05
 Existing Investments

 Schedule 9.14
 Existing Transactions with Affiliates

 Schedule 9.16
 Existing Negative Pledge Agreements

  

 v

  

 THIS AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 26, 2025, is among Prairie Operating Co., a Delaware corporation (the
 “ Borrower ”), each of the Lenders from time to time party hereto and Citibank, N.A. (in its individual capacity, “ Citi ”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “ Administrative

 Agent ”).

  

 R E C I T A L S

  

 A.    The Borrower has requested that the Lenders provide certain loans to
 and extensions of credit on behalf of the Borrower;

  

 B.     The Borrower has further requested that the Lenders, and the Lenders
 have agreed to, amend and restate in its entirety, as of the Effective Date, that certain Credit Agreement, dated as of December 16, 2024, with banks, financial institutions and other lending institutions from time to time parties as lenders
 thereto and Citibank, N.A., as administrative agent (as amended, supplemented or otherwise modified from time to time prior to the Effective Date, the “ Existing Credit Agreement ”);

  

 B.     The Lenders have agreed to make such loans and extensions of credit subject to the terms
 and conditions of this Agreement.

  

 C.     In consideration of the mutual covenants and agreements herein contained and of the loans,
 extensions of credit and commitments hereinafter referred to, the parties hereto agree as follows:

  

 ARTICLE I

 DEFINITIONS AND ACCOUNTING MATTERS

  

 Section 1.01 Terms Defined Above . As used in this Agreement, each term defined above has the meaning indicated above.

  

 Section 1.02 Certain Defined Terms . As used in this Agreement, the following terms have the meanings specified below:

  

 “ ABR ”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are
 bearing interest at a rate determined by reference to the Alternate Base Rate.

  

 “ ABR Term SOFR Determination Day ” has the meaning assigned such term in the definition of “Term SOFR”.

  

 “ Account Control Agreement ” means a control agreement, in form and substance reasonably satisfactory to the Administrative Agent,
 which grants the Administrative Agent “control” as defined in the Uniform Commercial Code in effect in the applicable jurisdiction over any Deposit Account, Securities Account or Commodity Account maintained by the Borrower or any of its
 Subsidiaries, in each case, among the Administrative Agent, the applicable Borrower or Subsidiary and the applicable financial institution at which such Deposit Account, Securities Account or Commodity Account is maintained.

  

 “ Acquired Assets ” means the “Assets” as defined in the Acquisition Agreement.

  

 “ Acquisition ” means the acquisition by the Borrower and the Buyer Asset Cos (as defined in the Acquisition Agreement) of the
 Acquired Assets from the Sellers pursuant to the Acquisition Agreement.

  

 “ Acquisition Agreement ” means that certain Purchase and Sale Agreement dated as of February 6, 2025, by and among the Borrower,
 Prairie Operating Co., LLC, Otter Holdings, LLC, Prairie SWD Co., LLC, Prairie Gathering I, LLC, Bayswater Resources LLC, Bayswater Fund III-A, LLC, Bayswater Fund III-B, LLC, Bayswater Fund IV-A, LP, Bayswater Fund IV-B, LP, Bayswater Fund
 IV-Annex, LP and Bayswater Exploration & Production, LLC.

  

 1

  

 “ Additional Lender ” has the meaning assigned to such term in Section 2.06(c)(i) .

  

 “ Additional Lender Certificate ” has the meaning assigned to such term in Section 2.06(c)(ii)(F) .

  

 “ Additional Mortgaged Property ” has the meaning assigned to such term in Section 3.04(c)(ii) .

  

 “ Adjusted Term SOFR ” means, for purposes of any calculation, the rate per annum equal to (a) Term SOFR for such calculation plus
 (b) the Term SOFR Adjustment; provided that if Adjusted Term SOFR as so determined shall ever be less than the Floor, then Adjusted Term SOFR shall be deemed to be the Floor.

  

 “ Administrative Agent ” has the meaning set forth in the introductory paragraph hereto.

  

 “ Administrative Questionnaire ” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

  

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

  

 “ Agents ” means, collectively, the Administrative Agent and each other agent appointed hereunder from time to time; and “ Agent ”
 shall mean either the Administrative Agent or such other agent, as the context requires.

  

 “ Aggregate Elected Commitment Amounts ” at any time shall equal the sum of the Elected Commitments, as the same may be increased,
 reduced or terminated pursuant to Section 2.06(c) . As of the First Amendment Effective Date, the Aggregate Elected Commitment Amounts are $475,000,000.

  

 “ Aggregate Maximum Credit Amounts ” at any time shall equal the sum of the Maximum Credit Amounts, as the same may be reduced or
 terminated pursuant to Section 2.06 . The Aggregate Maximum Credit Amounts of the Lenders as of the Effective Date is $1,000,000,000.

  

 “ Agreement ” means this Credit Agreement, as the same may from time to time be amended, modified, supplemented or restated.

  

 “ Alternate Base Rate ” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such
 day, (b) the Federal Funds Rate in effect on such day plus 1/2 of 1% and (c) the Adjusted Term SOFR for a one month Interest Period beginning on such day plus 1.0%. Any change in the Alternate Base Rate due to a change in the
 Prime Rate, the Federal Funds Rate or the Adjusted Term SOFR shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Rate or the Adjusted Term SOFR, respectively.

  

 “ Ancillary Document ” has the meaning assigned such term in Section 12.06(d) .

  

 2

  

 “ Anti-Corruption Laws ” means all state or federal laws, rules, and regulations applicable to the Borrower or any of its Subsidiaries
 from time to time concerning or relating to bribery, corruption or anti-money laundering, including the FCPA.

  

 “ Applicable Margin ” means, for any day, with respect to any ABR Loan or SOFR Loan, or with respect to the commitment fee rate (the “ Commitment

 Fee Rate ”), as the case may be, the rate per annum set forth in the Borrowing Base Utilization Grid below based upon the Borrowing Base Utilization Percentage then in effect:

  

 Borrowing Base Utilization Grid

 Borrowing Base Utilization Percentage
 <25%
 >25% < 50%
 >50% < 75%
 >75% < 90%
 >90%

 SOFR Loans
 2.75%
 3.00%
 3.25%
 3.50%
 3.75%

 ABR Loans
 1.75%
 2.00%
 2.25%
 2.50%
 2.75%

 Commitment Fee Rate
 0.375%
 0.375%
 0.500%
 0.500%
 0.500%

  

 Each change in the Applicable Margin and the Commitment Fee Rate shall apply during the period commencing on the effective date of such
 change and ending on the date immediately preceding the effective date of the next such change.

  

 “ Applicable Percentage ” means, with respect to any Lender, the percentage of the Aggregate Elected Commitment Amounts represented by
 such Lender’s Elected Commitment as such percentage is set forth on Annex I or in an Assignment and Assumption, as the case may be; provided that in the case of Section 2.09 when a Defaulting Lender shall exist,
 “Applicable Percentage” as used in such Section 2.09 shall mean the percentage of Aggregate Elected Commitment Amounts (disregarding any Defaulting Lender’s Elected Commitment) represented by such Lender’s Elected Commitment Amount, as
 applicable. If the Commitments have terminated or expired, the “Applicable Percentage”, with respect to each Lender, shall mean the value, expressed as a percentage, of such Lender’s Revolving Credit Exposure hereunder divided by the
 aggregate Revolving Credit Exposure of all Lenders hereunder.

  

 “ Approved Accountant ” means (a) Deloitte, (b) Ernst & Young LLP, (c) KPMG LLP, (d) PricewaterhouseCoopers LLP, (e) Ham, Langston
 & Brezina L.L.P., and (f) any other independent certified public accounting firm of nationally recognized standing acceptable to the Administrative Agent.

  

 “ Approved Counterparty ” means (a) any Lender or any Affiliate of a Lender and (b) any other Person if such Person or its credit
 support provider with respect to its Swap Agreements with the Credit Parties long term senior unsecured debt rating is BBB-/Baa3 by S&P or Moody’s (or their equivalent) or higher.

  

 “ Approved Fund ” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank
 loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

  

 “ Approved Petroleum Engineers ” means (a) Ryder Scott Company, L.P., (b) Netherland, Sewell & Associates, Inc., (c) DeGolyer and
 MacNaughton, (d) Cawley, Gillespie & Associates, Inc., and (e) any other independent petroleum engineers proposed by the Borrower and reasonably acceptable to the Administrative Agent.

  

 “ Arrangers ” means Citibank, N.A., KeyBanc Capital Markets Inc., MUFG Bank, Ltd., Truist Securities, Inc., BofA Securities, Inc., UMB
 Bank, N.A., Macquarie Bank Limited and any other arranger party hereto from time to time in their capacities as the lead arranger and bookrunner hereunder.

  

 3

  

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

  

 “ Asset Swap ” means the substantially contemporaneous purchase and sale or exchange of any Oil and Gas Properties owned by the
 Borrower or a Restricted Subsidiary between the Borrower or such Restricted Subsidiary, on one hand, and another Person, on the other hand.

  

 “ Assignment and Assumption ” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any
 party whose consent is required by Section 12.04(b) ), and accepted by the Administrative Agent, in the form of Exhibit G or any other form approved by the Administrative Agent.

  

 “ Availability ” means, as of any date, the Loan Limit then in effect less the total Revolving Credit Exposures.

  

 “ Availability Period ” means the period from and including the Effective Date to but excluding the Termination Date.

  

 “ Available Tenor ” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (a) if such
 Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to this Agreement or (b) otherwise, any payment period for interest calculated with
 reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark pursuant to this Agreement, in each case, as of such date and not
 including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 3.03 .

  

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

  

 “ 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).

  

 “ Bank Price Deck ” means the Administrative Agent’s internal price deck on a forward curve basis for each of oil, natural gas and
 other Hydrocarbons, as applicable, furnished to the Borrower by the Administrative Agent from time to time in accordance with the terms of this Agreement.

  

 “ Bank Products ” means any of the following bank services: (a) commercial and corporate credit cards, merchant card services and
 purchase or debit cards, (b) stored value cards, (c) treasury management services and cash management agreements (including, without limitation, depository transactions, controlled disbursement, automated clearinghouse transactions, electronic
 funds transfers, return items, overdrafts and interstate depository network services) and (d) any other demand deposit account or operating account relationships and any other cash management services, including for collections and for operating,
 payroll and trust accounts of the Borrower or any of the Restricted Subsidiaries.

  

 4

  

 “ Bank Products Provider ” means any Lender or Affiliate of a Lender that provides Bank Products to the Borrower, any other Credit
 Party or any Restricted Subsidiary in its capacity as a provider of such Bank Products.

  

 “ Bankruptcy Event ” means, with respect to any Person, such Person becomes the subject of a voluntary or involuntary bankruptcy or
 insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good
 faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment or has had any order for relief in such proceeding entered
 in respect thereof; provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof, unless
 such ownership interest results in or provides such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permits such Person (or such
 Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

  

 “ Benchmark ” means, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with
 respect to the Term SOFR Reference Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 3.03 .

  

 “ Benchmark Replacement ” means, with respect to any Benchmark Transition Event, the sum of: (a)    the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism
 for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for dollar-denominated syndicated credit
 facilities at such time and (b) the related Benchmark Replacement Adjustment; provided that, if such Benchmark Replacement as so determined would be less than the Floor, such Benchmark Replacement will be deemed to be the Floor for the
 purposes of this Agreement and the other Loan Documents.

  

 “ Benchmark Replacement Adjustment ” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark
 Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower giving due consideration
 to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant
 Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted
 Benchmark Replacement for dollar-denominated syndicated credit facilities at such time.

  

 “ Benchmark Replacement Date ” means the earlier to occur of the following events with respect to the then-current Benchmark:

  

 (a) in the case of clause (a) or (b) of the definition of “Benchmark Transition Event,” the later of
 (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases
 to provide all Available Tenors of such Benchmark (or such component thereof); or

  

 5

  

 (b)   in the case of clause (c) of the definition of “Benchmark Transition
 Event,” the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be
 non-representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such component
 thereof) continues to be provided on such date.

  

 For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect
 to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

  

 “ Benchmark Transition Event ” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

  

 (a)   a public statement or publication of information by or on behalf of
 the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof),
 permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

  

 (b)   a public statement or publication of information by the regulatory
 supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the NYFRB, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution
 authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the
 administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or
 publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

  

 (c)   a public statement or publication of information by the regulatory
 supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not
 be, representative.

  

 For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public
 statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

  

 “ Benchmark Transition Start Date ” means, in the case of a Benchmark Transition Event, the earlier of (a) the applicable Benchmark
 Replacement Date and (b) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of
 information (or if the expected date of such prospective event is fewer than ninety (90) days after such statement or publication, the date of such statement or publication).

  

 6

  

 “ Benchmark Unavailability Period ” means, the period (if any) (a) beginning at the time that a Benchmark Replacement Date has
 occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 3.03 and (b) ending at the time that a Benchmark Replacement has
 replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 3.03 .

  

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

  

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

  

 “ Benefit Plan ” means any of (a) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to Title I of
 ERISA, (b) a “plan” as defined in Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee
 benefit plan” or “plan”.

  

 “ 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.

  

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

  

 “ BOE Basis ” means quantities of natural gas liquids translated into barrels of crude oil or mcf of natural gas, in each case based
 on equal energy content.

  

 “ Borrower ” has the meaning set forth in the introductory paragraph hereto.

  

 “ Borrowing ” means Loans of the same Type, made, converted or continued on the same date and, in the case of SOFR Loans, as to which
 a single Interest Period is in effect.

  

 “ Borrowing Base ” means at any time an amount equal to the amount determined in accordance with Section 2.07 , as the same may
 be adjusted from time to time pursuant to the Borrowing Base Adjustment Provisions. As of the First Amendment Effective Date, the Borrowing Base is $475,000,000.

  

 “ Borrowing Base Adjustment Provisions ” means Section 2.07(e) , Section 2.07(f) or Section 2.07(g) and any
 other provision hereunder which adjusts (as opposed to redetermines) the amount of the Borrowing Base.

  

 “ Borrowing Base Asset Disposition ” means (a) the sale, assignment, farm-out, conveyance, transfer, Asset Swap or other disposition
 of Borrowing Base Properties, including any of the foregoing to an Unrestricted Subsidiary or due to a Casualty Event, (b) the designation of an Unrestricted Subsidiary that owns Borrowing Base Properties and (c) the sale, assignment, transfer or
 other disposition of Equity Interests in any Subsidiary that owns any Borrowing Base Properties or any interest in Hydrocarbons produced or to be produced therefrom, provided that no such sale, assignment, farm-out, transfer or other
 disposition between or among the Credit Parties shall constitute a Borrowing Base Asset Disposition.

  

 “ Borrowing Base Deficiency ” occurs if at any time the total Revolving Credit Exposures exceeds the Loan Limit then in effect; provided ,
 that, for purposes of determining the existence and amount of any Borrowing Base Deficiency, obligations under any Letter of Credit will not be deemed to be outstanding to the extent such obligations are cash collateralized in the manner set
 forth in Section 2.08(j) .

  

 7

  

 “ Borrowing Base Properties ” means (a) the Oil and Gas Properties of the Borrower and the Restricted Subsidiaries included in the
 most recently delivered Engineering Reports or otherwise evaluated for purposes of determining or adjusting the Borrowing Base then in effect, including in connection with the Borrowing Base Adjustment Provisions and (b) the Midstream Assets of
 the Borrower and the Restricted Subsidiaries with respect to which Borrowing Base value has been given (by way of, among other things, lease operating expense reductions of the other Oil and Gas Properties of the Credit Parties) in the most
 recently delivered Engineering Reports or otherwise evaluated for purposes of determining or adjusting the Borrowing Base then in effect, including in connection with the Borrowing Base Adjustment Provisions.

  

 “ Borrowing Base Swap Liquidation ” means the liquidation, monetization, unwinding, termination or transfer (by novation or otherwise)
 of any commodity Swap Agreement, or the amendment of any such Swap Agreement in any way that could reasonably be expected to reduce the Borrowing Base value thereof, as determined by the Administrative Agent in its sole discretion, including any
 sale, assignment, transfer or other disposition of Equity Interests in any Restricted Subsidiary that is a party to any such commodity Swap Agreement to a party that is not a Credit Party; provided that none of the following shall
 constitute a Borrowing Base Swap Liquidation: (a) any transfer (by novation or otherwise) of a Swap Agreement between or among the Credit Parties, (b) any novation of a Swap Agreement on the same terms from the existing counterparty to an
 Approved Counterparty, with a Credit Party being the “remaining party” for purposes of such novation, (c) the termination of a Swap Agreement at the end of its stated term and (d) any replacement, in a substantially contemporaneous transaction,
 of one or more Swap Agreements of any Credit Party with one or more Swap Agreements with any Credit Party covering Hydrocarbons of the type that were hedged pursuant to such replaced Swap Agreement(s) and with notional volumes, prices, tenors and
 economic effect during such tenors not less favorable to the applicable Credit Party as those set forth in such replaced Swap Agreement(s) and without cash payments or other consideration provided to any Credit Party in connection therewith; provided
 that if a Swap Agreement shall be partially replaced pursuant to clause (d) of this definition, then only the part of such Swap Agreement that is not so replaced shall be treated as the subject of a Borrowing Base Swap Liquidation.

  

 “ Borrowing Base Utilization Percentage ” means, as of any day, the fraction expressed as a percentage, the numerator of which is the
 sum of the Revolving Credit Exposures of the Lenders on such day, and the denominator of which is the Borrowing Base in effect on such day.

  

 “ Borrowing Base Value ” means (a) with respect to the Borrowing Base Properties that are acquired in a Specified Acquisition or
 transferred in any Borrowing Base Asset Disposition, the value that the Administrative Agent allocates to such Borrowing Base Properties (which, in the case of Midstream Assets, among other things, is determined by reference to the discounted
 present value of the net effect of such transfer on the amount of lease operating expenses of the other Oil and Gas Properties of the Credit Parties on a pro forma basis after giving effect to such transfer) in connection with the most recent
 determination or adjustment of the Borrowing Base hereunder and (b) with respect to the commodity Swap Agreement that is the subject of any Borrowing Base Swap Liquidation, the value that the Administrative Agent, allocates to such Swap Agreement
 in connection with the Borrowing Base existing at the time of such Borrowing Base Swap Liquidation.

  

 “ Borrowing Request ” means a request by the Borrower for a Borrowing in accordance with Section 2.03 , which shall be
 substantially in the form of Exhibit B or any other form approved by the Administrative Agent.

  

 8

  

 “ Building ” shall have the meaning assigned to such term in the applicable Flood Insurance Regulation.

  

 “ Business Day ” means any day that is not a Saturday, Sunday or other day that is a legal holiday under the laws of the State of New
 York or is a day on which banking institutions in New York are authorized or required by law to close.

  

 “ Cash Equivalents ” means:

  

 (a)   direct obligations of the United States or any agency thereof, or
 obligations guaranteed by the United States or any agency thereof, in each case maturing within one year from the date of acquisition thereof;

  

 (b)   commercial paper maturing within one year from the date of acquisition
 thereof rated in the highest grade by S&P or Moody’s;

  

 (c)   demand deposits, and time deposits maturing within one year from the
 date of creation thereof, with or issued by any Lender or any office located in the United States of any other bank or trust company which is organized under the laws of the United States or any state thereof, has capital, surplus and undivided
 profits aggregating at least $100,000,000 (as of the date of such bank or trust company’s most recent financial reports) and has a short term deposit rating of at least A2 or P2, as such rating is set forth from time to time, by S&P or
 Moody’s, respectively; and

  

 (d)   deposits in money market funds at least 95% of whose assets are cash
 and Investments described in the preceding clauses (a) , (b) and (c) or otherwise complying with Rule 2a-7 of the SEC.

  

 “ 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 (including any improvements thereon) of any Credit Party or any of their Restricted Subsidiaries.

  

 “ CERCLA ” has the meaning set forth in the definition of “Environmental Laws.”

  

 “ CFC ” means a “controlled foreign corporation” as defined in Section 957 of the Code.

  

 “ Change in Law ” means the occurrence after the date of this Agreement of (a) the adoption of or taking effect of any law, rule,
 regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c)   compliance by any Lender or an Issuing Bank (or, for purposes of Section 5.01(b) , by any lending office of such Lender or by such Lender’s or such Issuing Bank’s holding company, if any) with any request, guideline or
 directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement; provided , however , for the purposes of this Agreement, (i) the Dodd-Frank Wall Street Reform and
 Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith or in the implementation thereof and (ii) all requests, rules, guidelines or directives promulgated by the Bank for
 International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, are deemed to have gone into effect and to
 have been adopted after the date of this Agreement.

  

 “ Change of Control ” shall mean the occurrence of any of the following events:

  

 (a) any sale, lease, exchange or other transfer (in a single transaction or a series of related
 transactions) of all or substantially all of the assets of the Borrower to any Person or “group” (within the meaning of the Securities Act and the rules of the Securities and Exchange Commission thereunder in effect on the date hereof);

  

 9

  

 (b)   any “person” or “group” (as such terms are used in Sections 13(d) and
 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan)
 (other than any Permitted Holder) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such
 person or group has the right to acquire (such right, an “option right”), whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of 35% or more of the Capital Stock of the Borrower entitled to
 vote for members of the Board of Directors or equivalent governing body of the Borrower on a fully-diluted basis (and taking into account all such Equity Interests that such person or group has the right to acquire pursuant to any option right);

  

 (c)   during any period of 24 consecutive months commencing on or after the
 Effective Date, the occurrence of a change in the composition of the Board of Directors of the Borrower such that a majority of the members of such Board of Directors are not Continuing Directors;

  

 (d)   there shall have occurred under any documents evidencing Material Debt
 any “change in control” or similar provision (as set forth in any documents evidencing Debt) obligating the Borrower or any of its Restricted Subsidiaries to repurchase, redeem, or repay all or any part of the Material Debt provided for therein;

  

 (e)   until the Existing Subordinated Note has been redeemed and terminated,
 any event that constitutes a Change of Control (as defined in the Existing Subordinated Note) shall occur; or

  

 (f)   there shall have occurred any Fundamental Change (as defined in the
 Specified Preferred Equity COD).

  

 “ Citi ” has the meaning set forth in the introductory paragraph hereto.

  

 “ Closing Date Financial Statements ” means the consolidated financial statement or statements of the Borrower and its Restricted Subsidiaries referred to
 in Section 7.04(a) .

  

 “ Code ” means the Internal Revenue Code of 1986, as amended from time to time, and any successor statute, and the regulations
 promulgated thereunder.

  

 “ Collateral ” means all Property of the Credit Parties, now owned or hereafter acquired, upon which a Lien is created or purported to
 be created by any Security Instrument, including without limitation, the Mortgaged Property, but excluding any Excluded Property.

  

 “ Commitment ” means, with respect to each Lender, the commitment of such Lender to make Loans and to acquire participations in
 Letters of Credit hereunder, expressed as an amount representing the maximum aggregate amount of such Lender’s Revolving Credit Exposure hereunder, as such commitment may be (a) modified from time to time pursuant to Section 2.06 , (b)
 modified from time to time pursuant to assignments by or to such Lender pursuant to Section 12.04(b) or (c) modified by any other amendment or modification of such Commitments permitted under this Agreement; and “ Commitments ” means
 the aggregate amount of the Commitments of all Lenders. The amount representing each Lender’s Commitment shall at any time be such Lender’s Applicable Percentage of the Loan Limit.

  

 10

  

 “ Commitment Fee Rate ” has the meaning set forth in the definition of “Applicable Margin”.

  

 “ Commodity Account ” shall have the meaning set forth in Article 9 of the UCC.

  

 “ Commodity Exchange Act ” means the Commodity Exchange Act (7 U.S.C. § 1 et seq .), as amended from time to time, and any
 successor statute, and any regulations promulgated thereunder.

  

 “ Conforming Changes ” means, with respect to either the use or administration of Term SOFR or the use, administration, adoption or
 implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Alternate Base Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities
 Business Day,” the definition of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests
 or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of Section 5.02 and other technical, administrative or operational matters) that the Administrative Agent decides may
 be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent
 decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration
 as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

  

 “ Connection Income Taxes ” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that
 are franchise Taxes or branch profits Taxes.

  

 “ Consolidated Current Assets ” means, as of any date of determination, the sum of (a) the consolidated current assets under GAAP of
 the Borrower and its Consolidated Restricted Subsidiaries as of such date (including the unused amount of the Commitments to the extent that the Borrower is permitted to borrow such amount under the terms of this Agreement, including Section
 6.02 hereof, but excluding (i) non-cash assets under ASC 410 and ASC 815 and (ii) deferred tax assets) and (b) to the extent not otherwise constituting current assets under GAAP, any Cash Equivalents of the Borrower and its Consolidated
 Restricted Subsidiaries as of such date.

  

 “ Consolidated Current Liabilities ” means, as of any date of determination, the consolidated current liabilities under GAAP of the
 Borrower and its Consolidated Restricted Subsidiaries as of such date, but excluding (a) non-cash obligations under ASC 410 and ASC 815 and (b) current maturities under this Agreement or the Existing Subordinated Note.

  

 “ Consolidated Net Income ” means with respect to the Borrower and its Consolidated Restricted Subsidiaries, for any period and
 without duplication, the aggregate of the net income (or loss) of the Borrower and its 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 Borrower or any Consolidated Restricted Subsidiary has an interest (which interest does not
 cause the net income of such other Person to be consolidated with the net income of the Borrower and its Consolidated Restricted Subsidiaries in accordance with GAAP) or of any Unrestricted 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 Borrower or to a Consolidated Restricted Subsidiary, as the case may be; (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, in each case determined in accordance with GAAP; (c) the net income (or loss) of any Person
 acquired in a pooling-of-interests transaction for any period prior to the date of such transaction; (d) any gains or losses attributable to writeups or writedowns of assets; (e) any non-cash, mark-to-market gains or losses under ASC 815 as the
 result of changes in the fair market value of derivatives (and any statements replacing, modifying or superseding such statement); (f) any cancellation of indebtedness income; and (g) the net income (or loss) of any Person resulting from asset
 sales, including Swap Liquidations (solely to the extent such Swap Liquidation is in respect of volumes for calendar years following the year in which the Swap Liquidation is effective) but excluding the sale of Hydrocarbons in the ordinary
 course of business.

  

 11

  

 “ Consolidated Restricted Subsidiaries ” means any Restricted Subsidiaries that are Consolidated Subsidiaries.

  

 “ Consolidated Subsidiaries ” means each Subsidiary of the Borrower (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 Borrower in accordance with GAAP.

  

 “ Consolidated Unrestricted Subsidiaries ” means any Unrestricted Subsidiaries that are Consolidated Subsidiaries.

  

 “ Continuing Director ” shall mean, with respect to any period, any individuals (A) who were members of the board of directors or
 other equivalent governing body of the Borrower on the first day of such period, (B) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (A) above constituting at the time of
 such election or nomination at least a majority of that board or equivalent governing body, or (C) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (A) and (B) above
 constituting at the time of such election or nomination at least a majority of that board or equivalent governing body.

  

 “ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies
 of a Person, whether through the ability to exercise voting power, by contract or otherwise. For the purposes of this definition, and without limiting the generality of the foregoing, any Person that owns directly or indirectly 10% or more of the
 Equity Interests having ordinary voting power for the election of the directors or other governing body of a Person (other than as a limited partner of such other Person) will be deemed to “control” such other Person. “ Controlling ” and “ Controlled ”
 have meanings correlative thereto.

  

 “ Convertible Note ” means that certain Convertible Promissory Note, issued on September 30, 2024 by the Borrower to YA II PN, Ltd.
 pursuant to the Standby Equity Purchase 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).

  

 “ Credit Parties ” means, collectively, the Borrower and each Guarantor, and “ Credit Party ” means any one of the foregoing.

  

 “ Cure Amount ” has the meaning assigned to such term in Section 9.01(c) .

  

 12

  

 “ Cure Period ” has the meaning assigned to such term in Section 9.01(c) .

  

 “ Current Ratio ” means, as of any date of determination, the ratio of (a) Consolidated Current Assets as of such date to (b)
 Consolidated Current Liabilities as of such date.

  

 “ Debt ” 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, loan agreements or other similar instruments;

  

 (b)   all obligations of such Person (whether contingent or otherwise) in
 respect of letters of credit, 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 (excluding (i) any earn out obligation until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP and (ii) accounts
 payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than ninety (90) days past due or which
 are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP);

  

 (d) all obligations under Finance Leases;

  

 (e) all obligations under Synthetic Leases;

  

 (f) all Swap Obligations;

  

 (g)   all Debt (as defined in the other clauses of this definition) of
 others secured by (or for which the holder of such Debt has an existing right, contingent or otherwise, to be secured by) a Lien on any Property of such Person, whether or not such Debt is assumed by such Person, to the extent of the lesser of
 (i) the amount of such Debt and (ii) the fair market value (as determined by the Borrower in good faith) of the Property of such Person securing such Debt;

  

 (h)   all Debt (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 Debt (howsoever such assurance shall be made) to the extent of the lesser of the amount of such Debt and the maximum stated amount of such
 guarantee or assurance against loss;

  

 (i)    all obligations or undertakings of such Person to maintain or cause
 to be maintained the financial position or covenants of others and, to the extent entered into as a means of providing credit support for the obligations of others and not primarily to enable such Person to acquire any such Property, all
 obligations or undertakings of such Person to purchase the Debt or Property of others;

  

 (j)    obligations to deliver commodities, goods or services, including,
 without limitation, Hydrocarbons, in consideration of one or more advance payments, other than gas balancing arrangements in the ordinary course of business;

  

 (k)   obligations to pay for goods or services even if such goods or
 services are not actually received or utilized by such Person;

  

 (l) any Debt 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;

  

 13

  

 (m) Disqualified Capital Stock; and

  

 (n)   the undischarged balance of any production payment created by such
 Person or for the creation of which such Person directly or indirectly received payment;

  

 provided that Debt shall not include (x) any obligations described in clause (k) of this definition to the extent such obligations are in respect of
 Minimum Volume Contracts, firm transportation agreements, take or pay contracts or other similar arrangements in the ordinary course of business or (y) the Specified Preferred Equity issued pursuant to the Specified Preferred Equity Documentation
 as in effect on the Effective Date.

  

 Except as explicitly set forth above, the Debt 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.

  

 “ 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 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.

  

 “ Defaulting Lender ” means any Lender that (a) has failed, within two (2) Business Days of the date required to be funded or paid, to
 (i) fund any portion of its Loans, (ii) fund any portion of its participations in Letters of Credit or (iii) pay over to the Administrative Agent, any Issuing Bank or any other Lender any other amount required to be paid by it hereunder, unless,
 in the case of clause (i) above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified and including the
 particular default, if any) has not been satisfied; (b) has notified the Borrower or the Administrative Agent, any Issuing Bank or any other Lender in writing, or has made a public statement, to the effect that it does not intend or expect to
 comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender’s good faith determination that a condition precedent (specifically identified and
 including the particular default, if any) to funding a loan under this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend credit; (c) has failed, within three (3) Business Days after request by the
 Administrative Agent or a Credit Party, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations to fund prospective Loans and participations in then
 outstanding Letters of Credit under this Agreement; provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon the Administrative Agent’s and such Credit Party’s receipt of such certification
 in form and substance satisfactory to it and the Administrative Agent; or (d) has (or whose parent company has) become the subject of (i) a Bankruptcy Event or (ii) a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely
 by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with
 immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any
 contracts or agreements made with such Lender.

  

 “ Deposit Account ” shall have the meaning set forth in Article 9 of the UCC.

  

 14

  

 “ Disqualified Capital Stock ” means any Equity Interest that (a) 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 (except as a result of any change of control or asset sale so long as any rights of the holders of such Equity Interests upon the change of control or asset sale (including a condemnation or casualty event)
 shall be subject to the prior occurrence of Payment in Full), or is convertible or exchangeable for Debt or redeemable for any consideration other than other Equity Interests (which would not constitute Disqualified Capital Stock) at the option
 of the holder thereof (except as a result of any change of control or asset sale so long as any rights of the holders of such Equity Interests upon the change of control or asset sale shall be subject to the prior occurrence of Payment in Full),
 in whole or in part, on or prior to the date that is 6 months after the earlier of (i) the Maturity Date and (ii) Payment in Full, (b) provides for mandatory payment of dividends in cash or other Property on or prior to the date that is 6 months
 after the earlier of (i) the Maturity Date and (ii) Payment in Full or (c) is or becomes convertible or exchangeable for Debt or any other Equity Interest that would constitute Disqualified Capital Stock; provided that any Equity
 Interests held by any future, present or former employee, director, manager or consultant of the Borrower or any of its Restricted Subsidiaries or any other entity in which a Credit Party has an Investment and is designated in good faith as an
 “affiliate” by the board of directors or managers of the Borrower, in each case pursuant to any equity holders’ agreement, management equity plan or stock incentive plan or any other compensation or employee benefit plan or agreement shall not
 constitute Disqualified Capital Stock solely because it may be repurchased or redeemed by the Borrower or one of its Restricted Subsidiaries. Notwithstanding the foregoing, the Specified Preferred Equity issued pursuant to the Specified Preferred
 Equity Documentation as in effect on the Effective Date (or as amended in accordance with Section 9.04(c) ) shall not be considered Disqualified Capital Stock.

  

 “ Distributable Free Cash Flow ” means, as of any time of determination following the first fiscal quarter for which financial
 statements have been delivered to the Administrative Agent following the Effective Date, an amount equal to:

  

 (a)   Free Cash Flow for the period starting on the later to occur of (x)
 the first day of the quarter in which the Effective Date occurred and (y) the first day of the most recently ended Test Period and ending on the last day of the most recently ended Test Period, minus

  

 (b) the difference (if positive) of

  

 (i)   the aggregate amount of the Free Cash Flow Utilizations that have occurred
 during such Test Period and through such time of determination, minus

  

 (ii)   the aggregate amount of any Free Cash Flow Utilizations that occurred during
 such Test Period and which are attributable to Free Cash Flow generated during the four fiscal quarter period ending immediately prior to such Test Period.

  

 “ dollars ” or “ $ ” refers to lawful money of the United States of America.

  

 “ Domestic Subsidiary ” means any Restricted Subsidiary that is organized under the laws of the United States of America or any state
 thereof or the District of Columbia.

  

 15

  

 “ EBITDAX ” 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: (a) Interest Expense, depreciation, depletion, amortization and exploration expenses (to the extent the Borrower adopts the successful efforts method of accounting), and all
 Taxes based on income, profits or capital, franchise and margin Taxes and other similar Taxes, including federal and state and local Taxes, foreign income and withholding Taxes, (b) other noncash charges and losses ( provided that if any
 such noncash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from EBITDAX to such extent), (c) cash receipts (or any netting
 arrangements resulting in reduced cash expenditures) not representing EBITDAX or Consolidated Net Income in any period to the extent non-cash gains relating to such income were deducted in the calculation of EBITDAX or Consolidated Net Income for
 any previous period and not added back, (d) Transaction Costs with respect to the Transactions, (e) the amount of any extraordinary or non-recurring gains or losses not already governed by clauses (a) through (d) above, minus
 all noncash income and gains to the extent added to Consolidated Net Income in such period; provided that if the Borrower or any Restricted Subsidiary shall acquire or dispose of any Property having a fair market value equal to 5.0% of
 the then effective Borrowing Base during such period, then Consolidated Net Income shall be calculated after giving pro forma effect to such acquisition or disposition, as if such acquisition or disposition had occurred on the first day of such
 period and if during such period a Subsidiary shall be designated as an Unrestricted Subsidiary or redesignated as a Restricted Subsidiary, EBITDAX shall be calculated after giving pro forma effect to such designation or redesignation, as if such
 designation or redesignation had occurred on the first day of such period.

  

 “ 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 clause (a) or clause (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.

  

 “ Effective Date ” means the date on which the conditions specified in Section 6.01 are satisfied (or waived in accordance
 with Section 12.02 ).

  

 “ Elected Commitment ” means, as to each Lender, the amount set forth opposite such Lender’s name on Annex I under the caption
 “Elected Commitment”, as the same may be increased, reduced or terminated from time to time in connection with an optional increase, reduction or termination of the Aggregate Elected Commitment Amounts pursuant to Section 2.06(c) .

  

 “ Elected Commitment Increase Certificate ” has the meaning given to such term in Section 2.06(c)(ii)(E) .

  

 “ Electronic Signature ” means an electronic sound, symbol, or process attached to, or associated with, a contract or other record and
 adopted by a Person with the intent to sign, authenticate or accept such contract or record.

  

 “ Engineering Reports ” has the meaning assigned such term in Section 2.07(c)(i) .

  

 16

  

 “ Environmental Laws ” means any and all Governmental Requirements pertaining to the protection of the environment or human health and
 safety (to the extent relating to exposure to Hazardous Materials), the preservation or reclamation of natural resources, or the generation, use, treatment, storage, management, transportation, Release or threatened Release of any Hazardous
 Materials, in effect in any and all jurisdictions in which the Borrower or any Subsidiary is conducting business, or where any Property of the Borrower or any Subsidiary is located, including, without limitation, the Oil Pollution Act of 1990, as
 amended, the Clean Air Act, as amended, the Comprehensive Environmental, Response, Compensation, and Liability Act of 1980 (“ CERCLA ”), as amended, the Federal Water Pollution Control Act, as amended, the Occupational Safety and Health Act
 of 1970, as amended, the Resource Conservation and Recovery Act of 1976 (“ RCRA ”), as amended, the Safe Drinking Water Act, as amended, the Toxic Substances Control Act, as amended, the Superfund Amendments and Reauthorization Act of 1986,
 as amended, and the Hazardous Materials Transportation Act, as amended, and any foreign, state, provincial or local counterparts or analogues.

  

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

  

 “ Equity Contribution ” means the direct or indirect investment by investors in the Borrower, in the form of common equity (including
 as roll over equity pursuant to the Acquisition Agreement) and preferred equity (other than Disqualified Capital Stock) to the Borrower in an aggregate amount at least equal to $200,000,000.

  

 “ 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, but excluding any debt securities convertible
 into such equity.

  

 “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time, any successor statute thereto, and
 the rules and regulations promulgated thereunder.

  

 “ ERISA Affiliate ” means each trade or business (whether or not incorporated) which together with the Borrower or a Restricted
 Subsidiary would be deemed to be a “single employer” within the meaning of sections 414(b) or (c) of the Code or, solely for purposes of section 302 of ERISA or section 412 of the Code, is treated as a single employer under sections 414(m) or (o)
 of the Code. Any entity that qualified as an ERISA Affiliate on any date prior to the date hereof, shall continue to be an ERISA Affiliate, under this definition, for any period during which any of the Borrower or a Restricted Subsidiary could
 remain liable under the Code or ERISA on account of such prior ERISA Affiliate status.

  

 “ ERISA Event ” means (a) the occurrence of a “Reportable Event” described in section 4043(c) of ERISA with respect to a Plan subject
 to Title IV of ERISA that is a single employer plan as defined in section 4001 of ERISA, other than a Reportable Event as to which the provisions of thirty (30) days’ notice to the PBGC is expressly waived under applicable regulations, (b) the
 filing by the Borrower, a Restricted Subsidiary or any ERISA Affiliate pursuant to section 412(c) of the Code or section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan, (c) the withdrawal
 of the Borrower, a Restricted Subsidiary or any ERISA Affiliate from a Plan during a plan year in which it was a “substantial employer” as defined in section 4001(a)(2) of ERISA or the incurrence by the Borrower, a Restricted Subsidiary or any
 ERISA Affiliate of any liability with respect to the withdrawal or partial withdrawal from any Plan, (d) a determination that a Plan is, or is expected to be, insolvent, or in “endangered” or “critical” status (within the meaning of sections 431
 or 432 of the Code), (e) the filing of a notice of intent to terminate a Plan or the treatment of a Plan amendment as a termination under section 4041 of ERISA, (f) the institution of proceedings to terminate a Plan by the PBGC, (g) receipt by
 the Borrower, a Restricted Subsidiary or any ERISA Affiliate of a notice of withdrawal liability pursuant to section 4202 of ERISA, (h) the occurrence of any other event or condition which would reasonably be expected to constitute grounds under
 section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan or (i) the assessment or imposition of any other liability under Title IV of ERISA.

  

 17

  

 “ Erroneous Payment ” has the meaning assigned to it in Section 11.12(a) .

  

 “ Erroneous Payment Deficiency Assignment ” has the meaning assigned to it in Section 11.12(d) .

  

 “ Erroneous Payment Impacted Class ” has the meaning assigned to it in Section 11.12(d) .

  

 “ Erroneous Payment Return Deficiency ” has the meaning assigned to it in Section 11.12(d) .

  

 “ Erroneous Payment Subrogation Rights ” has the meaning assigned to it in Section 11.12(d) .

  

 “ 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 ” has the meaning assigned to such term in Section 10.01 .

  

 “ 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 on the books of the applicable Person in accordance with GAAP; (b) Liens in connection with workers’ compensation, unemployment insurance
 or other social security, old age pension, public liability, or environmental, health or safety obligations which are not overdue by more than thirty (30) days or which are being contested in good faith by appropriate action and for which
 adequate reserves have been maintained in 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, in
 each case, 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 overdue by more
 than thirty (30) days 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 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 (d) does not
 materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Restricted Subsidiary or materially impair the value of such Property subject thereto; (e) Liens arising solely
 by virtue of any statutory or common law provision 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 the
 Borrower or any of its Restricted Subsidiaries to provide collateral to the depository institution; (f) easements, restrictions, servitudes, permits, conditions, covenants, exceptions or reservations in any Property of the Borrower or any
 Restricted Subsidiary 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 the use of such Property for the purposes for which such Property is held by the Borrower or any
 Restricted Subsidiary or materially impair 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 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) encumbrances consisting of deed restrictions, zoning restrictions, and other similar restrictions on the use of Oil and Gas Properties, none of which, in the aggregate, materially impairs the use of such
 property by the Borrower or any Restricted Subsidiary in the operation of its business or materially detracts from the value of such properties, and none of which, in the aggregate, is or shall be violated in any material respect by existing
 proposed operations; (j) purported Liens evidenced by the filing of UCC financing statements solely as a precautionary measure in connection with operating leases of personal property; (k) Immaterial Title Deficiencies; and (l) Liens on cash
 earnest money deposited pursuant to the terms of an agreement to acquire assets used in, or Persons engaged in, the oil and gas business, as permitted by this Agreement; provided , further , that (i) Liens described in clauses
 (a) through (e) shall remain “Excepted Liens” only for so long as no action to enforce such Lien has been commenced (or if commenced, has been stayed) and no intention to subordinate the first priority Lien granted in favor of the
 Administrative Agent and the Secured Parties is to be hereby implied or expressed by the permitted existence of such Excepted Liens and (ii) the term “Excepted Liens” shall not include any Lien securing Debt for borrowed money other than the
 Obligations.

  

 18

  

 “ Excess Cash ” means, as of any date of determination, cash and Cash Equivalents of the Borrower and its Restricted Subsidiaries
 (other than Excluded Cash) in excess of $20,000,000.

  

 “ Excluded Accounts ” means (a) Deposit Accounts the balance of which consists exclusively of (i) withheld Taxes and federal, state or
 local employment Taxes required to be paid to the IRS or state or local government agencies with respect to employees of the Borrower or any Restricted Subsidiary and (ii) amounts required to be paid over to a Benefit Plan pursuant to DOL Reg.
 Sec. 2510.3-102 on behalf of or for the benefit of employees of the Borrower or any Restricted Subsidiary, (b) all segregated Deposit Accounts constituting (and the balance of which consists solely of funds set aside in connection with) payroll
 accounts, trust accounts, and accounts dedicated to the payment of accrued employee benefits, medical, dental and employee benefits claims to employees of the Borrower or any Restricted Subsidiary, (c)   Deposit Accounts holding exclusively trust funds and amounts held in suspense in respect of royalty obligations owed to a person other than the Borrower or a Restricted Subsidiary, (d) Deposit Accounts or Securities
 Accounts constituting purchase price deposits held in escrow pursuant to a binding and enforceable purchase and sale agreement with an unaffiliated third party and , (e) de minimis Deposit Accounts the balance of which is equal to or less than $500,000 for any individual accounts and $1,000,000 in the aggregate for all such accounts, in each case of the end of each day and (f) zero balance accounts .

  

 “ Excluded Cash ” means, at any time, (a) any cash set aside to pay royalty obligations, obligations to non-operating working interest
 owners, suspense payments, similar payments as are customary in the oil and gas industry, severance and ad valorem taxes, payroll, payroll taxes, other Taxes, and employee wage and benefit payment obligations of the Borrower or any Restricted
 Subsidiary then due and owing (or to be due and owing within five (5) Business Days) and for which the Borrower or such Restricted Subsidiary has issued checks or has initiated wires or ACH transfers or will issue checks or initiate wires or ACH
 transfers within five (5) Business Days in order to make such payments, (b) to the extent the payment of such amounts are not prohibited by this Agreement, other amounts in respect of which the Borrower or any Restricted Subsidiary has issued
 checks or has initiated wires or ACH transfers to Persons that are not Affiliates of a Credit Party but that have not yet been subtracted from the balance in the relevant account of the Borrower or any Restricted Subsidiary, (c) any cash of the
 Borrower and its Restricted Subsidiaries (i) constituting pledges and/or deposits securing any binding and enforceable purchase and sale agreement with any Persons who are not Affiliates of the Borrower or any Restricted Subsidiary (ii)
 constituting purchase price deposits held in escrow pursuant to a binding and enforceable purchase and sale agreement with an unaffiliated third party, (iii) purchase price deposits held in escrow by an unaffiliated third party pursuant to a
 binding and enforceable purchase and sale agreement containing customary provisions regarding the payment and refunding of such deposits, in each case to the extent permitted by this Agreement, (d) cash or Cash Equivalents of any Credit Party to
 be used by any Credit Party within five (5) Business Days to pay the purchase price for any acquisition of any assets or property by such Credit Party pursuant to an executed and binding agreement between such Credit Party and a third-party
 seller that is not an Affiliate of the Borrower or any Restricted Subsidiary, (e) cash deposited with an Issuing Bank to cash collateralize Letters of Credit in accordance with Section 2.08(j) and (f) any cash or Cash Equivalents subject
 to a Lien pursuant to clause (g) of the definition of “Excepted Liens”.

  

 19

  

 “ Excluded Property ” means (a) any motor vehicles, rolling stock or other assets in which a lien can only be perfected by action with
 respect to a certificate of title (except to the extent the security interest in such assets can be perfected by the filing of an “all assets” UCC-1 financing statement); (b) any assets to the extent that, and only for so long as, the granting of
 security interests in such assets would be prohibited by an enforceable contractual obligation binding on the assets that existed at the time of the acquisition thereof and was not created or made binding on the assets in contemplation or in
 connection with the acquisition of such assets, applicable law or regulation (in each case, except to the extent such prohibition (i) could be waived by the Borrower, any other Credit Party, any Restricted Subsidiary or any Affiliate of any of
 the foregoing, (ii) is the result of an attempt to circumvent the collateral requirements of the Loan Documents or (iii) is unenforceable after giving effect to all applicable provisions of the UCC or any other applicable Governmental
 Requirement, other than proceeds thereof, the assignment of which is expressly deemed effective under the UCC notwithstanding such prohibitions) or to the extent that such security interests would require obtaining the consent of any Governmental
 Authority with jurisdiction over such property or assets; provided that, immediately upon the ineffectiveness, waiver, lapse or termination of any such provision, the Collateral shall include, and such Credit Party shall be deemed to
 have granted a security interest in, all such rights and interests as if such provision had never been in effect; (c) margin stock and, to the extent prohibited by the terms of any applicable organizational documents, joint venture agreement or
 shareholders’ agreement with an unaffiliated third parties, equity interests in any person other than Wholly-Owned Subsidiaries or Restricted Subsidiaries (but only for so long as such restriction, or any replacement or renewal thereof, is in
 effect and was not entered into in contemplation of such property becoming Excluded Property); (d) any Trademark application filed in the United States Patent and Trademark Office on the basis of the Borrower or any Restricted Subsidiary’s
 intent-to-use such trademark prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Lanham Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Lanham Act with respect thereto, to the extent, and only for so
 long as, the granting by the Borrower or any Restricted Subsidiary of a security interest therein would result in the loss by the Borrower or any Restricted Subsidiary of any material rights therein, or impair the validity or enforceability of
 any registration that issues therefrom under applicable federal law; (e) any contract, license, agreement, instrument or other document (or any items of property, subject thereto) to the extent that, and only for so long as, the grant of a
 security interest therein is prohibited thereby, or constitutes a default thereunder (other than to the extent that the term in such contract, license, agreement, instrument or other document providing for such termination or default is
 ineffective under Sections 9-406, 9-407, 9-408 or 9-409 of the UCC or any successor provision or provisions of any relevant jurisdiction or any other applicable law or regulation or principles of equity); provided that, immediately upon
 the ineffectiveness, waiver, lapse or termination of any such provision, the Collateral shall include, and the Borrower and any Restricted Subsidiary shall be deemed to have granted a security interest in, all such rights and interests as if such
 provision had never been in effect; (f) any equipment or other asset owned by the Borrower or any Restricted Subsidiary that is subject to a purchase money lien or a Finance Lease, in each case, as permitted under the Loan Documents, if the
 contract or other agreement in which such Lien is granted (or the documentation providing for such Finance Lease) prohibits or requires the consent of any Person other than the Borrower, the Restricted Subsidiaries or any Affiliate of the
 foregoing as a condition to the creation of any other security interest on such equipment or asset, such consent has not been obtained, and, in each case, such prohibition or requirement is permitted by the Loan Documents; (g) any
 Letter-of-Credit Rights (other than to the extent a Lien thereon can be perfected by filing an “all assets” UCC-1 or automatically as a supporting obligation for other collateral required to be perfected under the Loan Documents); (h) those
 assets as to which the Administrative Agent and the Borrower reasonably determine in writing that the cost of obtaining such a security interest or perfection thereof are excessive in relation to the benefit to the Secured Parties of the security
 to be afforded thereby; (i) Equity Interests in any CFC or FSHCO representing in excess of 65% of the voting Equity Interests in such CFC or FSHCO; (j) any assets located outside of the United States to the extent that such assets require action
 under the law of any non-U.S. jurisdiction to create or perfect a security interest in such assets under such non-U.S. jurisdiction, including any intellectual property registered in any non-U.S. jurisdiction; (k) any Building or Manufactured
 (Mobile) Home; (l) [reserved]; (m) proceeds from the issuance of Equity Interests to the extent used substantially simultaneously to offset any obligations at any time owing by the Borrower under the Existing Subordinated Note and (m) Equity
 Interests in any Unrestricted Subsidiary; provided that “Excluded Property” shall, in the case of clauses (b) and (d) of this definition, not be construed to limit, impair or otherwise affect the Administrative Agent’s
 continuing security interests in the Borrower or any Restricted Subsidiary’s rights to or interests of the Borrower or any Restricted Subsidiary in (x) monies due or to become due under any such contract, license, agreement, instrument or other
 document (to the extent not prohibited by such contract, license, agreement, instrument or other document and applicable law), or (y) any proceeds from the sale, license, lease or other disposition of any such contract, license, agreement,
 instrument or other document, in each case, unless such monies or proceeds would constitute Excluded Property.

  

 20

  

 Notwithstanding the foregoing, Excluded Property shall not include, and therefore the Collateral shall include (i) any right to receive
 proceeds from the sale or other disposition of Excluded Property, (ii) any Proceeds, products, substitutes or replacements of any Excluded Property (unless such Proceeds, products, substitutes or replacements independently constitute Excluded
 Property), (iii) real property, including Hydrocarbon Interests except those assets as to which the Required Lenders and the Borrower reasonably determine that the cost of obtaining such a security interest or perfection thereof are excessive in
 relation to the benefit to the Lenders of the security to be afforded thereby, (iv) all equity interests in Subsidiaries of the Borrower or its Restricted Subsidiaries (other than margin stock), (v) the right to any distributions (whether
 periodic or in liquidation or dissolution) with respect to any Equity Interests, (vi) Hydrocarbons, (vii) as-extracted collateral, (viii) fixtures and (xi) all rights of the Borrower and its Restricted Subsidiaries under (A) any oil and gas
 leases or (B) any agreement between such Borrower or its Restricted Subsidiaries and any Affiliate thereof.

  

 “ Excluded Swap Obligation ” means, with respect to any Credit Party individually determined on a Credit Party by Credit Party basis,
 any Debt in respect of any Swap Agreement if, and solely to the extent that, all or a portion of the guarantee by such Credit Party of, or the grant by such Credit Party of a security interest or other Lien to secure, such Debt in respect of any
 Swap Agreement (or any guarantee thereof) is or becomes illegal under, the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by
 virtue of such Credit Party’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act at the time such guarantee or grant of a security interest or other Lien becomes effective with respect
 to such related Debt in respect of any Swap Agreement. If any Debt in respect of any Swap Agreement arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Debt in respect of any Swap
 Agreement that is attributable to swaps for which such guarantee or security interest or other Lien is or becomes illegal.

  

 21

  

 “ Excluded Taxes ” means, any of the following Taxes imposed on or with respect to the Administrative Agent, any Lender, or any
 Issuing Bank, as applicable (each, a “ Recipient ”) or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on (or measured by) net income (however denominated), franchise Taxes and branch profits Taxes, in
 each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, applicable lending office located in, the jurisdiction imposing such Tax (or any political
 subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, any U.S. federal withholding Taxes that are imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a
 Loan or Commitment pursuant to a law in effect on the date on which (1) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 5.04(b)) or (2) such Lender
 changes its lending office, except in each case to the extent that, pursuant to Section 5.03 , amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such
 Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 5.03(f) , and (d) any withholding Taxes imposed by FATCA.

  

 “ Existing Subordinated Note ” means that certain Amended and Restated Subordinated Note, entered into as of December 16, 2024, by and
 among the Borrower, First Idea Ventures LLC and The Hideaway Entertainment LLC.

  

 “ Fall 2025 Borrowing Base Redetermination Date ” means the effective date of the Scheduled Redetermination of the Borrowing Base to
 occur on or around October 1, 2025 pursuant to, and in accordance with, Section 2.07 .

  

 “ FATCA ” means Sections 1471 through 1474 of the Code, as of the Effective Date (or any amended or successor version that is
 substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory
 legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.

  

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

  

 “ Federal Funds Rate ” means, for any day, the greater of (a) 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 and (b)
 zero percent (0.00%).

  

 “ Fee Letters ” means (a) that certain JLA Fee Letter dated as of February 6, 2025, by and among the Borrower and the Arrangers, (b)
 that certain Fee Letter dated as of February 6, 2025, by and between the Borrower and Citibank, N.A., (c) those certain Fee Letters dated as of June 10, 2026, by and between the
 Borrower and Citibank, N.A. and ( b d ) any other fee letters that may be entered into from
 time to time between the Borrower and the Administrative Agent and/or any Arranger.

  

 “ Finance Leases ” means, in respect of any Person, all leases which shall have been, or should have been, in accordance with GAAP,
 recorded as finance leases on the balance sheet of the Person liable (whether contingent or otherwise) for the payment of rent thereunder.

  

 22

  

 “ Financial Officer ” means, for any Person, the president, any vice president, chief financial officer, chief accounting officer,
 principal accounting officer or treasurer of such Person. Unless otherwise specified, all references herein to a Financial Officer mean a Financial Officer of the Borrower.

  

 “ First Amendment Effective Date ” means June 6, 2025.

  

 “ 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 statute 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 or any successor statute thereto, (d) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto, and (e) the Biggert-Waters Flood Insurance Reform Act of 2012, as now or
 hereafter in effect or any successor statute thereto, together with all statutory and regulatory provisions consolidating, amending, replacing, supplementing, implementing or interpreting any of the foregoing, as amended or modified from time to
 time.

  

 “ Floor ” means a rate of interest equal to 0.00%.

  

 “ Foreign Lender ” means any Lender that is not a U.S. Person.

  

 “ Foreign Subsidiary ” means any Restricted Subsidiary that is not a Domestic Subsidiary.

  

 “ Free Cash Flow ” means, for any Test Period, to the extent generated after the first day of the quarter in which the Effective Date
 occurred, EBITDAX of the Borrower and its Consolidated Restricted Subsidiaries for such Test Period minus the increase (or plus the decrease) in working capital from the previous Test Period as would be shown in the cash flow from
 operating activities section of the Borrower’s statement of cash flows prepared using the indirect method in accordance with GAAP for such Test Period minus the sum, in each case without duplication, of the following amounts for such
 period:

  

 (a)   voluntary, mandatory and scheduled cash prepayments and repayments of
 any outstanding principal of Debt for borrowed money of the Borrower and the Consolidated Group (other than the Loans) which cannot be reborrowed pursuant to the terms of such Debt (other than any Free Cash Flow Utilization pursuant to clause (c)
 of the definition of “Free Cash Flow Utilization”), (excluding such payments financed by any issuance or incurrence of Debt, debt securities or other similar debt instruments (in each case other than proceeds of the Loans),

  

 (b)   capital expenditures made in cash, (excluding such capital
 expenditures financed by any issuance or incurrence of Debt, debt securities or other similar debt instruments (in each case other than proceeds of the Loans)),

  

 (c) Interest Expense paid in cash minus cash interest income,

  

 (d) Taxes paid in cash,

  

 (e) exploration expenses or costs paid in cash,

  

 (f)    Investments made in cash (other than any Free Cash Flow Utilization pursuant to clause (a)
 of the definition of “Free Cash Flow Utilization”),…