EXHIBIT 10.1
Published on October 9, 2025
Exhibit 10.1
Execution Version
SECOND AMENDMENT
TO
SECOND AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT
dated as of October 9, 2025
among
DP RBL CO LLC,
as Borrower
KEYBANK NATIONAL ASSOCIATION,
as Administrative Agent
and
the Lenders party hereto
KEYBANC CAPITAL MARKETS INC.,
as Coordinating Lead Arranger and Sole Bookrunner
BARCLAYS BANK PLC, CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH, CITIBANK, N.A., CITIZENS BANK, N.A., DNB CARNEGIE, INC. (f/k/a DNB MARKETS, INC.), KEYBANC CAPITAL MARKETS INC., MIZUHO BANK, LTD., MUFG BANK,
LTD., TRUIST SECURITIES, INC., AND U.S. BANK NATIONAL ASSOCIATION,
as Joint Lead Arrangers
CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH, CITIZENS BANK, N.A., MIZUHO BANK, LIMITED, AND TRUIST BANK,
as Co-Syndication Agents
DNB BANK ASA, NEW YORK BRANCH, AND U.S. BANK NATIONAL ASSOCIATION,
as Co-Documentation Agents
CANADIAN IMPERIAL BANK OF COMMERCE,
as Lead Sustainability Structuring Agent
DNB BANK ASA, NEW YORK BRANCH,
as Co-Sustainability Structuring Agent
[Second Amendment]
SECOND AMENDMENT TO
SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
This Second Amendment to Second Amended and Restated Revolving Credit Agreement (this “Second Amendment”) dated as of October 9, 2025, is among DP RBL CO LLC, a Delaware limited liability
company (the “Borrower”), each of the undersigned guarantors (the “Guarantors”), each Lender (as defined below) party hereto, KEYBANK NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, together with its
successors and assigns, the “Administrative Agent”), KEYBANC CAPITAL MARKETS, as Coordinating Lead Arranger and Sole Book Runner, and KEYBANK NATIONAL ASSOCIATION, as Issuing Bank.
RECITALS
A. The Borrower, the Administrative Agent and the banks and other financial institutions from time to time party thereto (together with their respective successors and assigns in such
capacity, each a “Lender”) have entered into that certain Second Amended and Restated Revolving Credit Agreement dated as of March 14, 2025 (as further amended, restated, modified or supplemented from time to time, the “Credit Agreement”).
B. The Borrower has requested, and the Lenders and the Administrative Agent have agreed, to (i) reduce the Borrowing Base from $900,000,000.00 to $825,000,000.00 and (ii) amend certain
provisions of the Credit Agreement on the terms and conditions set forth herein.
AGREEMENT
NOW, THEREFORE, to induce the Administrative Agent and the Lenders to enter into this Second Amendment and 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. Definitions. Unless otherwise
defined in this Second Amendment, each capitalized term used in this Second Amendment has the meaning assigned to such term in the Credit Agreement. Unless otherwise indicated, all section references in this Second Amendment refer to sections of
the Credit Agreement.
Section 2. Amendments. Subject to the
Satisfaction of the Conditions Precedent in Section 4 of this Second Amendment, the Credit Agreement shall be amended effective as of the Second Amendment Effective Date to read in full as follows:
2.1 Amendment to Cover Page. The Cover Page of the Credit Agreement is hereby
amended by replacing “DNB MARKETS, INC.” with “DNB CARNEGIE, INC. (f/k/a DNB MARKETS, INC.)”.
2.2 Amendments to Section 1.02.
(a) Section 1.02 of the Credit Agreement is hereby amended by adding the following definitions in the
appropriate alphabetical order:
“Canvas” means Canvas Energy Inc., a Delaware corporation.
“Canvas Energy Acquisition” means the merger transaction upon and pursuant to the terms and conditions of the Canvas MIPA whereby Canvas shall become a wholly-owned
Subsidiary of Diversified Production.
“Canvas Energy Distribution” means an amount equal to (a) the Canvas RBLCO Sale Proceeds in an aggregate amount not to exceed $60,000,000.00, plus (b) an amount of
proceeds of one or more Borrowings made after the Second Amendment Effective Date and on or before the date of the Canvas Energy Distribution in an aggregate amount not to exceed $40,000,000.00.
“Canvas MIPA” means that certain Agreement and Plan of Merger dated as of September 8, 2025, by and among Diversified Production, Parent, Corsair Merger Sub, Inc., Canvas,
and CEI Representative LLC.
“Canvas RBLCO Sale Proceeds” means the cash Net Proceeds of sales of undeveloped acreage to which no Proved Reserves are attributed received by a Loan Party during the
period commencing on August 1, 2025 through the date of the Canvas Energy Distribution and which are identified to the reasonable satisfaction of the Administrative Agent.
“Second Amendment Effective Date” means October 9, 2025.
(b) Section 1.02 of the Credit Agreement is hereby amended by amending and restating the definition of
“Free Cash Flow” therein to read in full as follows:
“Free Cash Flow” means, as of any time of calculation thereof, EBITDAX for the most recently ended Test Period minus the sum, without duplication, of the amounts for such
four Fiscal Quarter period of:
(a) capital expenditures paid in cash (other than to the extent such capital expenditures were themselves (or were incurred in connection with) an acquisition),
(b) consolidated interest expense paid in cash,
(c) taxes paid in cash,
(d) exploration expenses paid in cash, and
(e) Canvas RBLCO Sale Proceeds to the extent included in the Canvas Energy Distribution.
(c) Section 1.02 of the Credit Agreement is hereby amended by amending the definition of “Secured
Affiliate Cash Management Obligations” by replacing the reference to “Secured Cash Management Lender” with “Secured Cash Management Bank”.
(d) Section 1.02 of the Credit Agreement is hereby amended by amending and restating the definition of
“SPV Cash Flow” therein to read in full as follows:
“SPV Cash Flow” means, for any Test Period, an amount equal to (a) cash distributions actually received by Diversified Production during such Test Period on account of its
Equity Interests in (i) Subsidiaries that are parties to ABS Transactions and (ii) DP Lion Equity Holdco LLC, minus (b) the portion of such cash distributions that constitute the cash Net Proceeds of sales of undeveloped acreage to which no Proved
Reserves are attributed by a Person described in the preceding clause (a)(i) or (ii) and which are identified to the satisfaction of the Administrative Agent.
2.3 Amendment to Section 8.01.
(a) Section 8.01(w) of the Credit Agreement is hereby amended by replacing “25%” with “20%”.
(b) Section 8.01(x) of the Credit Agreement is hereby amended and restated in its entirety to read as
follows:
(x) Certificate of Financial Officer – Restricted Payments. Within five (5)
Business Days after the end of each Fiscal Quarter, a certificate of a Financial Officer of the Borrower (substantially in the form of Exhibit L) setting forth the various Restricted Payments (if any) made by the Borrower during such
Fiscal Quarter pursuant to Section 9.04(a)(v) and Section 9.04(a)(vi) and certifying that the Borrower was in compliance with Section 9.04(a)(v) and Section 9.04(a)(vi), as applicable, at such times as required
therein as of the date of each such Restricted Payment, together with reasonably detailed calculations demonstrating such compliance.
2.4 Amendments to Section 9.04.
(a) Section 9.04(a)(vi) of the Credit Agreement is hereby amended by replacing “25%” with “20%”, and
replacing “; and” with “, so long as no Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing or would occur as a result;”.
(b) Section 9.04(a)(vii) of the Credit Agreement is hereby amended by inserting “and” at the end of the
clause.
(c) Section 9.04(a) of the Credit Agreement is hereby amended by inserting the following clause
(viii) to read in full as follows:
(viii) the Borrower may make the Canvas Energy Distribution in cash on or before January 6, 2026 contemporaneously with the closing of the Canvas Energy Acquisition, so
long as no Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing or would occur as a result;
2.5 Amendments to Exhibits.
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Exhibit K to the Credit Agreement is hereby amended and restated and replaced in its entirety with Exhibit K attached to this Second Amendment.
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| (b) |
Exhibit L to the Credit Agreement is hereby amended and restated and replaced in its entirety with Exhibit L attached to this Second Amendment.
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Section 3. Borrowing Base. Pursuant to Section 2.07(b) of the Credit Agreement, the requisite Lenders have determined that upon the Second Amendment Effective Date, the Borrowing Base in effect at such time shall be
reduced from $900,000,000.00 to $825,000,000.00. Each party hereto agrees that the redetermination of the Borrowing Base provided for herein constitutes the Scheduled Redetermination to occur on September 1, 2025, for the purposes of Section
2.07(b) of the Credit Agreement and shall not be construed or deemed to be an Interim Redetermination for the purposes of Section 2.07(b) of the Credit Agreement. The Borrowing Base may be subject to further adjustment from time to
time in accordance with the Credit Agreement.
Section 4. Effectiveness. This Second
Amendment shall become effective as of October 9, 2025 (the “Second Amendment Effective Date”) on the first date on which each of the conditions set forth in this Section 4 is satisfied:
4.1 Amendment Documents. The Administrative Agent shall have received duly executed
counterparts (in such number as may be reasonably requested by the Administrative Agent) of this Second Amendment and any other document to be executed and delivered in connection herewith from the Borrower, each
Guarantor, the Administrative Agent, and KeyBanc Capital Markets, as applicable.
4.2 Title Information. The Administrative Agent shall have received title information
as the Administrative Agent may reasonably require, reasonably satisfactory to the Administrative Agent, setting forth the status of title to at least 85% of the PV-10 of the Borrowing Base Properties, including such purchase and sale agreements,
assignments, bills of sale and other documentation reflecting the acquisition by the Borrower of the Borrowing Base Properties certified by a Responsible Officer of the Borrower to be true and correct.
4.3 Security Instruments. The Administrative Agent shall have received Security
Instruments, in form and substance reasonably satisfactory to the Administrative Agent, duly executed and delivered by the Borrower and granting first and prior Liens, subject only to Permitted Liens, on properties constituting at least 85% of
the PV-10 of the Borrowing Base Properties.
4.4 Payment of Fees & Expenses. The Borrower shall have paid all amounts due and
payable on or prior to the Second Amendment Effective Date to the extent invoiced two (2) Business Days prior to the Second Amendment Effective Date, including all reasonable out-of-pocket expenses required to be reimbursed or paid by the
Borrower under the Credit Agreement.
Section 5. Governing Law. THIS
SECOND AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
Section 6. Miscellaneous. (a) On and after
the Second Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in each other Loan Document to “the Credit
Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended or otherwise modified by this Second Amendment; (b) the execution, delivery and
effectiveness of this Second Amendment shall not operate as a waiver of any default of the Borrower or any right, power or remedy of the Administrative Agent or the Lenders under any of the Loan Documents, nor constitute a waiver of any provision
of any of the Loan Documents; (c) this Second Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Second Amendment by
signing any such counterpart; and (d) delivery of an executed counterpart of a signature page to this Second Amendment by electronic mail shall be effective as delivery of a manually executed counterpart of this Second Amendment.
Section 7. Ratification and Affirmation; Representations
and Warranties. The Borrower and each Guarantor hereby (a) acknowledges the terms of this Second Amendment; (b) ratifies and affirms its obligations under, and acknowledges, renews and extends its continued liability under, each
Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect, except as expressly amended or modified hereby; and (c) represents and warrants to the Lenders that as of the date
hereof and as of the Second Amendment Effective Date, after giving effect to the terms of this Second Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all
material respects (unless already qualified by materiality, in which case such representation and warranty (to the extent so qualified) shall continue to be true and correct in all respects), except to the extent any such representations and
warranties are expressly limited to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (unless already qualified by materiality, in which case such representation and warranty (to
the extent so qualified) shall continue to be true and correct in all respects) as of such specified earlier date, (ii) no Default or Event of Default has occurred and is continuing, and (iii) no event or events have occurred which individually
or in the aggregate could reasonably be expected to have a Material Adverse Effect.
Section 8. Loan Document. This Second
Amendment is a Loan Document as defined and described in the Credit Agreement and all of the terms and provisions of the Credit Agreement relating to Loan Documents shall apply hereto.
SECTION 9. No Oral Agreements. THE CREDIT
AGREEMENT AND THE OTHER LOAN DOCUMENTS, INCLUDING THIS SECOND AMENDMENT, EMBODY THE ENTIRE AGREEMENT AND UNDERSTANDING BETWEEN AND AMONG THE PARTIES AND SUPERSEDE ALL OTHER AGREEMENTS AND UNDERSTANDINGS BETWEEN AND AMONG SUCH PARTIES RELATING TO
THE SUBJECT MATTER HEREOF AND THEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN AND AMONG THE PARTIES.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be executed by their officers thereunto duly authorized as of the date first above written.
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BORROWER:
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DP RBL CO LLC
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By:
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/s/ Benjamin Sullivan
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Name:
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Benjamin Sullivan
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Title:
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Senior Executive Vice President, Chief Legal and Risk Officer and Corporate Secretary
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GUARANTORS:
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BLUESTONE NATURAL RESOURCES II, LLC
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By:
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/s/ Benjamin Sullivan
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Name:
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Benjamin Sullivan
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Title:
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Senior Executive Vice President, Chief Legal and Risk Officer and Corporate Secretary
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DP BLUEGRASS LLC
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By:
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/s/ Benjamin Sullivan
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Name:
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Benjamin Sullivan
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Title:
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Senior Executive Vice President, Chief Legal and Risk Officer and Corporate Secretary
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DP LEGACY CENTRAL LLC
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By:
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/s/ Benjamin Sullivan
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Name:
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Benjamin Sullivan
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Title:
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Senior Executive Vice President, Chief Legal and Risk Officer and Corporate Secretary
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DP TAPSTONE ENERGY HOLDINGS, LLC
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By:
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/s/ Benjamin Sullivan
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Name:
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Benjamin Sullivan
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Title:
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Senior Executive Vice President, Chief Legal and Risk Officer and Corporate Secretary
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DP LEGACY TAPSTONE LLC
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By:
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/s/ Benjamin Sullivan
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Name:
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Benjamin Sullivan
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Title:
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Senior Executive Vice President, Chief Legal and Risk Officer and Corporate Secretary
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DIVERSIFIED ENERGY MARKETING, LLC
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By:
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/s/ Benjamin Sullivan
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Name:
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Benjamin Sullivan
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Title:
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Senior Executive Vice President, Chief Legal and Risk Officer and Corporate Secretary
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DP YELLOWJACKET HOLDCO LLC
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By:
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/s/ Benjamin Sullivan
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Name:
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Benjamin Sullivan
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Title:
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Senior Executive Vice President, Chief Legal and Risk Officer and Corporate Secretary
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DM YELLOWJACKET HOLDCO LLC
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By:
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/s/ Benjamin Sullivan
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Name:
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Benjamin Sullivan
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Title:
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Senior Executive Vice President, Chief Legal and Risk Officer and Corporate Secretary
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MAVERICK ASSET HOLDINGS LLC
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By:
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/s/ Benjamin Sullivan
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Name:
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Benjamin Sullivan
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Title:
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Senior Executive Vice President, Chief Legal and Risk Officer and Corporate Secretary
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MAVERICK PERMIAN LLC
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By:
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/s/ Benjamin Sullivan
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Name:
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Benjamin Sullivan
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Title:
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Senior Executive Vice President, Chief Legal and Risk Officer and Corporate Secretary
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MAVERICK PERMIAN AGENT CORP.
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By:
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/s/ Benjamin Sullivan
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Name:
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Benjamin Sullivan
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Title:
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Senior Executive Vice President, Chief Legal and Risk Officer and Corporate Secretary
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UNBRIDLED RESOURCES, LLC
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By:
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/s/ Benjamin Sullivan
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Name:
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Benjamin Sullivan
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Title:
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Senior Executive Vice President, Chief Legal and Risk Officer and Corporate Secretary
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WHEELER MIDSTREAM, LLC
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By:
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/s/ Benjamin Sullivan
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Name:
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Benjamin Sullivan
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Title:
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Senior Executive Vice President, Chief Legal and Risk Officer and Corporate Secretary
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MIDPOINT MIDSTREAM, LLC
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By:
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/s/ Benjamin Sullivan
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Name:
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Benjamin Sullivan
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Title:
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Senior Executive Vice President, Chief Legal and Risk Officer and Corporate Secretary
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UNBRIDLED AGENT CORP
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By:
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/s/ Benjamin Sullivan
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Name:
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Benjamin Sullivan
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Title:
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Senior Executive Vice President, Chief Legal and Risk Officer and Corporate Secretary
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BREITBURN OPERATING LP
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By:
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/s/ Benjamin Sullivan
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Name:
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Benjamin Sullivan
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Title:
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Senior Executive Vice President, Chief Legal and Risk Officer and Corporate Secretary
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MAVERICK OPERATING GP, LLC
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By:
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/s/ Benjamin Sullivan
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Name:
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Benjamin Sullivan
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Title:
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Senior Executive Vice President, Chief Legal and Risk Officer and Corporate Secretary
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BREITBURN TRANSPETCO LP LLC
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By:
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/s/ Benjamin Sullivan
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Name:
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Benjamin Sullivan
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Title:
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Senior Executive Vice President, Chief Legal and Risk Officer and Corporate Secretary
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TRANSPETCO PIPELINE COMPANY, L.P.
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By:
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/s/ Benjamin Sullivan
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Name:
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Benjamin Sullivan
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Title:
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Senior Executive Vice President, Chief Legal and Risk Officer and Corporate Secretary
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BREITBURN TRANSPETCO GP LLC
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By:
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/s/ Benjamin Sullivan
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Name:
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Benjamin Sullivan
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Title:
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Senior Executive Vice President, Chief Legal and Risk Officer and Corporate Secretary
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BREITBURN OKLAHOMA LLC
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By:
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/s/ Benjamin Sullivan
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Name:
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Benjamin Sullivan
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Title:
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Senior Executive Vice President, Chief Legal and Risk Officer and Corporate Secretary
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PHOENIX PRODUCTION COMPANY
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By:
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/s/ Benjamin Sullivan
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Name:
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Benjamin Sullivan
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Title:
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Senior Executive Vice President, Chief Legal and Risk Officer and Corporate Secretary
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GTG PIPELINE LLC
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By:
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/s/ Benjamin Sullivan
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Name:
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Benjamin Sullivan
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Title:
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Senior Executive Vice President, Chief Legal and Risk Officer and Corporate Secretary
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KEYBANK NATIONAL ASSOCIATION, as Administrative Agent, Issuing Bank and a Lender
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By:
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/s/ David M. Bornstein
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Name:
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David M. Bornstein
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Title:
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Senior Vice President
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KEYBANC CAPITAL MARKETS, as Coordinating Lead Arranger and Sole Bookrunner
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By:
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/s/ Brian Hunnicutt
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Name:
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Brian Hunnicutt
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Title:
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Managing Director
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CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH, as a Joint Lead
Arranger, a Co-Syndication Agent and a Lender
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By:
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/s/ Jacob W. Lewis
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Name:
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Jacob W. Lewis
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Title:
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Authorized Signatory
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By:
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/s/ Donovan C. Broussard
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Name:
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Donovan C. Broussard
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Title:
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Authorized Signatory
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CANADIAN IMPERIAL BANK OF COMMERCE, as Lead Sustainability Structuring
Agent
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By:
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/s/ Jacob W. Lewis
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Name:
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Jacob W. Lewis
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Title:
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Authorized Signatory
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By:
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/s/ Donovan C. Broussard
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Name:
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Donovan C. Broussard
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Title:
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Authorized Signatory
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CITIBANK, N.A., as a Joint Lead Arranger and a Lender
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By:
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/s/ Todd Mogil
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Name:
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Todd Mogil
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Title:
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Vice President
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CITIZENS BANK, N.A., as Joint Lead Arranger, a Co-Syndication
Agent and a Lender
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By:
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/s/ Scott Donaldson
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Name:
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Scott Donaldson
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Title:
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Senior Vice President
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MIZUHO BANK, LTD., as a Joint Lead Arranger, Co-Syndication
Agent and a Lender
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By:
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/s/ Edward Sacks
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Name:
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Edward Sacks
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Title:
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Managing Director
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TRUIST BANK, as a Joint Lead Arranger, a Co-Syndication
Agent and a Lender
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By:
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/s/ Farhan Iqbal
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Name:
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Farhan Iqbal
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Title:
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Director
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U.S. BANK NATIONAL ASSOCIATION, as a Joint Lead
Arranger, a Co-Documentation Agent and a Lender
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By:
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/s/ Matthew A. Turner
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Name:
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Matthew A. Turner
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Title:
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Senior Vice President
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DNB BANK ASA, NEW YORK BRANCH, as a Co-Documentation
Agent and a Co-Sustainability Structuring Agent
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By:
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/s/ Scott L. Joyce
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Name:
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Scott L. Joyce | |
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Title:
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Senior Vice President
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By:
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/s/ Aleksander Lende
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Name:
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Aleksander Lende | |
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Title:
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First Vice President
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DNB CARNEGIE, INC. (f/k/a DNB Markets, Inc.), as a
Joint Lead Arranger
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By:
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/s/ Daniel Hochstadt
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Name:
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Daniel Hochstadt | |
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Title:
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Managing Director
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By:
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/s/ Emilio Fabbrizzi
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Name:
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Emilio Fabbrizzi | |
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Title:
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Managing Director
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DNB CAPITAL LLC as a Lender
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By:
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/s/ Scott L. Joyce
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Name:
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Scott L. Joyce | |
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Title:
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Senior Vice President
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By:
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/s/ Aleksander Lende
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Name:
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Aleksander Lende |
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Title:
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First Vice President
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MUFG BANK LTD., as a Joint Lead Arranger and a Lender
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By:
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/s/ Edward Andrew
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Name:
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Edward Andrew | |
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Title:
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Authorized Signatory
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BARCLAYS BANK PLC, as a Joint Lead Arranger
and a Lender
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By:
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/s/ Sydney G. Dennis
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Name:
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Sydney G. Dennis | |
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Title:
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Director
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FIRST HORIZON BANK, as a Lender
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By:
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/s/ W. David McCarver IV
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Name:
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W. David McCarver IV | |
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Title:
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Senior Vice President
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SYNOVUS BANK, as a Lender
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By:
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/s/ Hoyt Elliott
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Name:
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Hoyt Elliott | |
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Title:
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SVP
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CITY NATIONAL BANK OF WEST VIRGINIA,
as a Lender
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By:
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/s/ Brian Parrott
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Name:
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Brian Parrott | |
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Title:
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Senior Vice President
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GOLDMAN SACHS BANK USA, as a Lender
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By:
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/s/ Priyankush Goswami | |
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Name:
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Priyankush Goswami | |
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Title:
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Authorized Signatory
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MORGAN STANLEY SENIOR FUNDING, INC.,
as a Lender
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By:
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/s/ Aaron McLean | |
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Name:
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Aaron McLean | |
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Title:
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Vice President
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MERCURIA INVESTMENTS U.S., INC., as a
Lender
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By:
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/s/ Steven Bunkin | |
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Name:
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Steven Bunkin | |
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Title:
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Secretary
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EXHIBIT K
[FORM OF]
DIVERSIFIED DISTRIBUTIONS CERTIFICATE
[ ], 20[ ]1
The undersigned certifies that he/she is a Financial Officer of DP RBL CO LLC, a Delaware limited liability company (the “Borrower”), and that he/she is authorized to
execute this certificate on behalf of the Borrower. Pursuant to Section 8.01(w) of the Second Amended and Restated Revolving Credit Agreement, dated as of March 14, 2025, among the Borrower, KeyBank National Association, as Administrative
Agent, and the other parties and lenders which are or become a party thereto (the “Lenders”) (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”; unless otherwise defined
herein, each capitalized term used herein has the meaning assigned to it in the Credit Agreement), the undersigned, not in any individual capacity, represents and warrants as follows:
| (a) |
Diversified intends to make a Diversified Distribution on [ ], 20[ ] [for the purpose of [purchasing shares of the Parent’s common Equity Interests
on the open market] [paying dividends with respect to common Equity Interests in the Parent]] [consisting of cash payments made by Diversified in respect of the Nordic Bond Indebtedness];2
|
| (b) |
the amount of such Diversified Distribution is [___]; and
|
| (c) |
after giving pro forma effect to such Diversified Distribution (including any Borrowing incurred in connection therewith):3
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[the Borrower’s ratio of Total Net Debt as of such date to EBITDAX for the four Fiscal Quarters most recently ended for which financial statements are available is less than 1.50 to 1.00 and the Borrower’s Liquidity
is greater than 20% of the then effective Borrowing Base. Attached hereto as Annex A are reasonably detailed calculations demonstrating such compliance.]
[(A) Available Diversified Free Cash Flow for the most recently ended Test Period for which financial statements are available is greater than $0.00, (B) the ratio of Total Net Debt to EBITDAX for the most recent
four Fiscal Quarters for which financial statements are available does not exceed 2.0 to 1.0, (C) the Borrower’s Liquidity is equal to or greater than 20% of the then effective Borrowing Base, and (D) no Default, Event or Default or Borrowing Base
Deficiency has occurred and is continuing or would occur as a result. Attached hereto as Annex A are reasonably detailed calculations demonstrating such compliance, including, without limitation, to the
extent applicable, calculations consistent with those set forth in Annex A hereto.]
[Signature page follows.]
1 To be delivered concurrently with the making of any Diversified Distribution (or, if applicable, on the Payment Date described in the proviso to Section 9.04(a) of the Credit
Agreement).
2 Include only relevant purpose of the Diversified Distribution.
3 Borrower to include language on which it is relying in connection with this Diversified Distribution.
Exhibit K
EXECUTED AND DELIVERED as of the date first written above.
|
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DP RBL CO LLC,
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|
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a Delaware limited liability company
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||
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By:
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||
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Name:
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||
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Title:
|
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EXHIBIT L
[FORM OF]
RESTRICTED PAYMENTS CERTIFICATE
[ ], 20[ ]1
The undersigned certifies that he/she is a Financial Officer of DP RBL CO LLC, a Delaware limited liability company (the “Borrower”), and that he/she is authorized to
execute this certificate on behalf of the Borrower. Pursuant to Section 8.01(x) of the Second Amended and Restated Revolving Credit Agreement, dated as of March 14, 2025, among the Borrower, KeyBank National Association, as Administrative
Agent, and the other parties and lenders which are or become a party thereto (the “Lenders”) (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”; unless otherwise defined
herein, each capitalized term used herein has the meaning assigned to it in the Credit Agreement), the undersigned, not in any individual capacity, represents and warrants as follows:
| (a) |
[the Restricted Payments (including any Diversified Distributions), if any, made by the Borrower during the Fiscal Quarter ended [____] [__], 20[_] pursuant to [Section 9.04(a)(v)] [and] [Section
9.04(a)(vi)] of the Credit Agreement are set forth in Annex A attached hereto.] [no Restricted Payments pursuant to [Section 9.04(a)(v)] [and] [Section 9.04(a)(vi)] of the Credit Agreement were made by the
Borrower during the Fiscal Quarter ended [___] [_], 20[_].]
|
| (b) |
[The Borrower was in compliance with [Section 9.04(a)(v)] [and] [Section 9.04(a)(vi)] of the Credit Agreement at such times as required therein as of the date of each such Restricted Payment set
forth in Annex A. Attached hereto as Annex B are reasonably detailed calculations demonstrating such compliance, including, without limitation, to the extent applicable, calculations consistent with those set forth in Annex
B hereto.]2
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[Signature page follows.]
1 To be delivered within five (5) Business Days after the end of each Fiscal Quarter.
2 Only include if any Restricted Payments were made in the relevant Fiscal Quarter.
Exhibit L
EXECUTED AND DELIVERED as of the date first written above.
|
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DP RBL CO LLC,
|
|
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a Delaware limited liability company
|
||
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By:
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||
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Name:
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||
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Title:
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