AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT

This Amendment No. 2 to Third Amended and Restated Credit Agreement dated as of April 20, 2016 (this “Agreement”) is among Abraxas Petroleum Corporation, a Nevada corporation (the “Borrower”), the undersigned Guarantors (the “Guarantors”), the financial institutions party to the Credit Agreement described below as Lenders (the “Lenders”), and Société Générale, as Administrative Agent for the Lenders (the “Administrative Agent”) and Issuing Lender.

A.The Borrower, the Lenders, the Issuing Lender, and the Administrative Agent have entered into the Third Amended and Restated Credit Agreement dated as of June 11, 2014, as amended by Amendment No. 1 to Third Amended and Restated Credit Agreement (as so amended and as further amended, supplemented or otherwise modified, the “Credit Agreement”).

B.    Reference is made to that certain Third Amended and Restated Guaranty Agreement made by the Guarantors in favor of the Administrative Agent dated as of June 11, 2014 (as amended, supplemented or otherwise modified, the “Guaranty”).

C.    The Borrower has requested, and the Administrative Agent and the Lenders party hereto have agreed, subject to the terms and conditions hereof, to amend the Credit Agreement as set forth herein.

D.    The Guarantors wish to reaffirm their guarantees of the Obligations as amended by this Agreement.

THEREFORE, in fulfillment of the foregoing, the Borrower, the Guarantors, the Administrative Agent, and the Lenders hereby agree as follows:

Section 1.    Definitions; References. All capitalized terms not otherwise defined in this Agreement that are defined in the Credit Agreement shall have the meanings assigned to such terms by the Credit Agreement.

Section 2.    Amendments to Credit Agreement. On the Effective Date (as defined below), the Credit Agreement is amended as follows:

(a)    Section 1.01 of the Credit Agreement is hereby amended by adding the following definition in the appropriate alphabetical order:

(b)    Section 1.01 of the Credit Agreement is hereby amended by restating the beginning paragraph of the definition of “Applicable Margin” in its entirety as follows:

(c)    Section 1.01 of the Credit Agreement is hereby amended by deleting the definition of “Designated Jurisdiction” in its entirety.

(d)    Section 1.01 of the Credit Agreement is hereby amended by restating the definition of “Eurodollar Rate” in its entirety as follows:

(e)    Section 1.01 of the Credit Agreement is hereby amended by restating the definition of “Lender Insolvency Event” in its entirety as follows:

(f)    Section 1.01 of the Credit Agreement is hereby amended by restating the definition of “Sanctions in its entirety as follows:

(g)    Section 2.02(a) of the Credit Agreement is hereby amended and restated in its entirety as follows:

(h)    Section 2.02(b) of the Credit Agreement is hereby amended by restating clauses (i) and (ii) to read in their entirety as follows:

(ii)    The Borrower shall deliver to the Administrative Agent and each Lender on or before each August 31, beginning August 31, 2014, an Internal Engineering Report dated effective as of the immediately preceding June 30, an updated Schedule 4.20 (Hedging Agreements) setting forth the information indicated in Section 4.20 as of the date such Schedule is delivered, and such other information as may be reasonably requested by the Administrative Agent or any Lender with respect to the Oil and Gas

(i)    Section 2.02(d) of the Credit Agreement is hereby amended and restated in its entirety as follows:

(j)    Section 2.05(b)(ii) of the Credit Agreement is hereby amended and restated to read in its entirety as follows:

(k)    Section 2.05(b) of the Credit Agreement is hereby amended by adding the following clause (v):

(l)    Section 3.02 of the Credit Agreement is hereby amended by (1) deleting “and” at the end of clause (a)(ii), (2) replacing the period at the end of clause (b) with “; and”, and (3) adding the following clause (c):

(m)    Section 4.20 of the Credit Agreement is hereby amended by replacing “as of the date hereof and as of the Initial Funding Date” with “as of the date such Schedule is delivered pursuant to Section 2.02”.

(n)    Section 4.24 of the Credit Agreement is hereby amended and restated to read in its entirety as follows:

(o)    Article IV of the Credit Agreement is hereby amended by adding the following Section 4.25:

(p)    Section 5.06(g) of the Credit Agreement is hereby amended by replacing each reference to “85%” in clauses (iii) and (v) therein with “90%”.

(q)    Section 5.08 of the Credit Agreement is hereby amended and restated to read in its entirety as follows:

(r)    Section 5.11 of the Credit Agreement is hereby amended by replacing each reference to “85%” therein with “90%”.

(s)    Section 5.14 of the Credit Agreement is hereby amended by adding the following clause (d):

(t)    Section 5.15 of the Credit Agreement is hereby amended to read, in its entirety, as follows:

(u)    Article V of the Credit Agreement is hereby amended by adding the following Section 5.17:

Section 5.17    Compliance with Anti-Corruption Laws and Sanctions. The Borrower shall, and shall cause each Subsidiary to, comply with Anti-Corruption Laws, Sanctions, anti-terrorism laws and anti-money laundering laws. Furthermore, the Borrower shall maintain in effect and enforce policies and procedures designed to ensure compliance by Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws, Sanctions, anti-terrorism laws and anti-money laundering laws.

(v)    Article V of the Credit Agreement is hereby amended by adding the following Section 5.18:

(w)    Section 6.04(b)(v)(B) of the Credit Agreement is hereby amended by deleting the language “if such Hedge Termination causes a Borrowing Base Reduction Event,” from such clause.

(x)    Section 6.21 of the Credit Agreement is hereby amended and restated in its entirety as follows:

(y)    Article VIII of the Credit Agreement is hereby amended by adding the following Section 8.11:

ADMINISTRATIVE AGENT OR ISSUING LENDER IN ANY WAY RELATING TO OR ARISING OUT OF THIS AGREEMENT OR ANY ACTION TAKEN OR OMITTED BY THE ADMINISTRATIVE AGENT OR THE ISSUING LENDER UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE ADMINISTRATIVE AGENT OR THE ISSUING LENDER), AND INCLUDING, WITHOUT LIMITATION, ENVIRONMENTAL LIABILITIES, PROVIDED THAT NO LENDER SHALL BE LIABLE FOR ANY PORTION OF SUCH LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES, OR DISBURSEMENTS FOUND IN A FINAL NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM THE ADMINISTRATIVE AGENT’S OR THE ISSUING LENDER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. WITHOUT LIMITATION OF THE FOREGOING, EACH LENDER AGREES TO REIMBURSE THE ADMINISTRATIVE AGENT AND THE ISSUING LENDER PROMPTLY UPON DEMAND FOR ITS RATABLE SHARE (DETERMINED AS SET FORTH ABOVE IN THIS PARAGRAPH) OF ANY OUT OF POCKET EXPENSES (INCLUDING COUNSEL FEES) INCURRED BY THE ADMINISTRATIVE AGENT OR THE ISSUING LENDER IN CONNECTION WITH THE PREPARATION, EXECUTION, DELIVERY, ADMINISTRATION, MODIFICATION, AMENDMENT, OR ENFORCEMENT (WHETHER THROUGH NEGOTIATIONS, LEGAL PROCEEDINGS, OR OTHERWISE) OF, OR LEGAL ADVICE IN RESPECT OF RIGHTS OR RESPONSIBILITIES UNDER, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, TO THE EXTENT THAT THE ADMINISTRATIVE AGENT OR THE ISSUING LENDER IS NOT REIMBURSED FOR SUCH BY THE BORROWER.

(z)    Article IX of the Credit Agreement is hereby amended by adding the following Section 9.20:

SECTION 9.20 Acknowledgment and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(iii)    the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

(aa)    Schedule 4.20 of the Credit Agreement is hereby amended and replaced in its entirety with Schedule 4.20 attached hereto.

(bb)    Schedule 5.14(d) attached hereto is hereby added as Schedule 5.14(d) to the Credit Agreement.

Section 3.    Reaffirmation of Liens.

(a)    Each of the Borrower and the Guarantors (i) is party to certain Security Instruments securing and supporting the Borrower’s and Guarantors’ obligations under the Loan Documents, (ii) represents and warrants that according to their terms the Security Instruments will continue in full force and effect to secure the Borrower’s and Guarantors’ obligations under the Loan Documents, as the same may be amended, supplemented, or otherwise modified (including by this Agreement), and (iii) acknowledges, represents, and warrants that the liens and security interests created by the Security Instruments are valid and subsisting and create an Acceptable Security Interest in the Collateral to secure the Borrower’s and Guarantors’ obligations under the Loan Documents, as the same may be amended, supplemented, or otherwise modified (including by this Agreement).

(b)    The delivery of this Agreement does not indicate or establish a requirement that any Guaranty or Security Instrument requires the Borrower’s or any Guarantor’s approval of amendments to the Credit Agreement.

Section 4.    Reaffirmation of Guaranty. Each Guarantor hereby ratifies, confirms, and acknowledges that its obligations under the Guaranty are in full force and effect and that such Guarantor continues to unconditionally and irrevocably guarantee the full and punctual payment, when due, whether at stated maturity or earlier by acceleration or otherwise, of all of the Obligations, as such Obligations may have been amended by this Agreement. Each Guarantor hereby acknowledges that its execution and delivery of this Agreement do not indicate or establish an approval or consent requirement by such Guarantor under the Guaranty in connection with the execution and delivery of amendments, modifications or waivers to the Credit Agreement, the Notes or any of the other Loan Documents.

Section 5.    Representations and Warranties. The Borrower and each Guarantor represents and warrants to the Administrative Agent and the Lenders that:

(a)    the representations and warranties set forth in the Credit Agreement, the Guaranties and in the other Loan Documents are true and correct in all material respects as of the date of this Agreement (except to the extent such representations and warranties relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); provided that such materiality qualifier shall not apply if such representation or warranty is already subject to a materiality qualifier in the Credit Agreement or such other Loan Document;

(b)    (i) the execution, delivery, and performance of this Agreement are within the corporate, limited liability company or other power and authority of the Borrower or such Guarantor, as applicable, and have been duly authorized by appropriate proceedings and (ii) this Agreement constitutes a legal, valid, and binding obligation of the Borrower or such Guarantor, as applicable, enforceable against the Borrower or such Guarantor in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; and

(c)    as of the effectiveness of this Agreement and after giving effect thereto, no Default or Event of Default has occurred and is continuing.

Section 6.    Effectiveness. This Agreement shall become effective and enforceable against the parties hereto, upon the occurrence of the following conditions precedent (such date being the “Effective Date”):

(a)    The Administrative Agent shall have received multiple original counterparts, as requested by the Administrative Agent, of this Agreement duly and validly executed and delivered by duly authorized officers of the Borrower, the Guarantors, the Administrative Agent and the Required Lenders.

(b)    The Administrative Agent shall have evidence satisfactory to it that the Borrowing Base Availability under the Credit Agreement is no less than $6,000,000 on the Effective Date, after giving effect to this Agreement.

(c)    The Administrative Agent shall have received evidence satisfactory to it that the Borrower has entered into or has in place such Hydrocarbon Hedge Agreements as are necessary for the Borrower to be in compliance with Section 5.15 of the Credit Agreement after giving effect to this Agreement.

(d)    The representations and warranties in this Agreement shall be true and correct before and after giving effect to this Agreement.

(e)    No Default shall have occurred and be continuing.

(f)    The Borrower shall have paid all other costs, expenses, and fees which have been invoiced and are payable pursuant to Section 9.04 of the Credit Agreement or any other written agreement.

Section 7.    Effect on Loan Documents. Except as amended herein, the Credit Agreement and the Loan Documents remain in full force and effect as originally executed, and nothing herein shall act as a waiver of any of the Administrative Agent’s or Lenders’ rights under the Loan Documents, as amended. This Agreement is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement may be a Default or Event of Default under other Loan Documents.

Section 8.    RELEASE. THE BORROWER ACKNOWLEDGES THAT ON THE DATE HEREOF ALL OBLIGATIONS ARE PAYABLE WITHOUT DEFENSE, OFFSET, COUNTERCLAIM OR RECOUPMENT. IN ADDITION, EACH OF THE LOAN PARTIES (FOR THEMSELVES AND THEIR RESPECTIVE SUCCESSORS, AGENTS, ASSIGNS, TRANSFEREES, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, ATTORNEYS AND AGENTS) HEREBY RELEASES ANY AND ALL CLAIMS, CAUSES OF ACTION OR OTHER DISPUTES IT MAY HAVE AGAINST THE ADMINISTRATIVE AGENT, ANY OF THE LENDERS, LEGAL COUNSEL TO THE ADMINISTRATIVE AGENT OR ANY OF THE LENDERS, CONSULTANTS HIRED BY ANY OF THE FOREGOING, OR ANY OF THEIR RESPECTIVE AFFILIATES, SUBSIDIARIES, SHAREHOLDERS, AGENTS, DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, SUCCESSORS OR ASSIGNS OF ANY KIND OR NATURE ARISING OUT OF, RELATED TO, OR IN ANY WAY CONNECTED WITH, THE CREDIT AGREEMENT, THE SECURITY AGREEMENT OR THE LOAN DOCUMENTS, IN EACH CASE WHICH MAY HAVE ARISEN ON OR BEFORE THE DATE OF THIS AGREEMENT. EACH OF THE LOAN PARTIES HEREBY ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT AND HAS CONFERRED WITH ITS COUNSEL AND ADVISORS REGARDING ITS CONTENT, INCLUDING THIS SECTION 8, AND IS FREELY AND VOLUNTARILY ENTERING INTO THIS AGREEMENT, AND HEREBY AGREES TO WAIVE ANY CLAIM THAT THE TERMS OF THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, THE RELEASES CONTAINED HEREIN) ARE INVALID OR OTHERWISE UNENFORCEABLE.

Section 9.    Choice of Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York.

Section 10.    Miscellaneous.

(a)    Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be an original. Delivery of this Agreement by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart hereof.

(b)    NO ORAL AGREEMENT. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

(c)    Payment of Expenses. The Borrower agrees to pay or reimburse the Administrative Agent for all of its out-of-pocket costs and expenses incurred in connection with this Agreement, any other documents prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the reasonable fees, charges and disbursements of counsel to the Administrative Agent.

(d)    Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable, (i) the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby and (ii) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

(e)    Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

Field notes of a 1,769.409 acre tract of land, being out of a 5,794.93 acre tract of land conveyed from Barbra K. Welder to Portilla Ranch Holdings, Ltd. by Special Warranty Deed with Vendor's Lien dated February 21, 2008 und recorded in Clerk’s File No. 577696 of the Official Public Records of San Patricio County, Texas;

Said 1,769.409 acre tract is part of Sections 18, 19, 20, 23, and 25, and all of Section 24 of the Eliza H. Welder Ranch Subdivision, as shown on map recorded in Volume 3, Page 33 of the Map Records of San Patricio County, Texas;

Said 1,769.409 acre tract is comprised of a portion of the C. J. Francisco & E. Portilla Survey, Abstract 25, is situated in San Patricio County, Texas, approximately 2 miles northeast of the town of Sinton, and is described by metes and bounds as follows:

Beginning at a concrete monument found in the west line of a 14,507.12 acre tract of land conveyed to Marie Welder Ford by Deed recorded in Volume 237, Page 487 of the Deed Records of San Patricio County, Texas; the west line of Section 34 of said Eliza H. Welder Ranch Subdivision, at the northeast corner of a 2,800.07 acre tract of land conveyed to P. W. Robinson by Deed recorded in Volume 237, Page 184 of the Deed Records of San Patricio County, Texas; for the northerly southeast corner of said 5794.93 acre tract and the northerly southeast corner of this tract;

Thence S 44° 44' 40" W along a northwest line of said 2,800.07 acre tract, a southeast line of said 5794.93 acre tract, and a southeast line of this tract, a distance of 546.96 feet to a 5/8" iron rod found for an angle corner of said 2,800.07 acre tract, an angle corner of said 5,794.93 acre tract, and an angle corner of this tract;

Thence S 47° 31' 03" W continuing along a northwest line of said 2,800.07 acre tract, a southeast line of said 5,794.93 acre tract, and a southeast line of this tract, a distance of 188.53 feet to a 5/8" iron rod found for an angle corner of said 2,800.07 acre tract, an angle corner of said 5,794.93 acre tract, and an angle corner of this tract;

Thence S 61° 40' 10" W continuing along a northwest line of said 2,800.07 acre tract, a southeast line of said 5794.93 acre tract, and a southeast line of this tract, a distance of 2,005.46 feet to a 5/8" iron rod found for an angle corner of said 2,800.07 acre tract, an angle corner of said 5,794.93 acre tract, and an angle corner of this tract;

Thence S 67° 05' 59" W continuing along a northwest line of said 2,800.07 acre tract, a southeast line of said 5,794.93 acre tract, and a southeast line of this tract, a distance of 394.37 feet

to a 5/8" iron rod found at an interior corner of said 2,800.07 acre tract, for the southerly southeast corner of said 5,794.93 acre tract and the southerly southeast corner of this tract;

Thence S 89° 30' 53" W along the north line of said 2,800.07 acre tract, the south line of said 5794.93 acre tract, and the south line of this tract, a distance of 5,673.44 feet to a 5/8" iron rod with surveyor’s cap stamped “RPLS 1907” set for the southwest corner of this tract;

Thence N 00° 24' 05" W along a west line of this tract, a distance of 5,729.16 feet to a 5/8" iron rod with Sam, Inc. cap found for an angle corner of this tract;

Thence N 00° 38' 33" W continuing along a west line of this tract, a distance of 60.11 feet to a 5/8" iron rod with Sam, Inc. cap found for an angle corner of this tract;

Thence N 00° 25' 16" W continuing along a west line of this tract, a distance of 2,764.86 feet to a 5/8" iron rod with Sam, Inc. cap found for the southerly northwest corner of this tract;

Thence N 89° 34' 28" E along the westerly north line of this tract, a distance of 1,299.27 feet to a 5/8" iron rod with surveyor’s cap stamped “RPLS 1907” set for an interior corner of this tract;

Thence N 00° 30' 58" W along the northerly west line of this tract, a distance of 1,079.98 feet to a 5/8" iron rod with surveyor’s cap stamped “RPLS 1907” set for the northerly northwest corner of this tract;

Thence N 89° 29' 23" E along the easterly north line of this tract, a distance of 7,036.60 feet to a 5/8" iron rod with surveyor’s cap stamped “RPLS 1907” set in the west line of said 14,507.12 acre tract, the west line of Section 32 of said Eliza H. Welder Ranch Subdivision, the east line of said 5,794.93 acre tract, and the east line of said Section 25, for the northeast corner of this tract;

Thence S 00° 26' 30" E along the west line of said Section 32, the west line of said 14,507.12 acre tract, the east line of said Section 25, the east line of said 5,794.93 acre tract, and the east line of this tract; a distance of 1,510.73 feet to a concrete monument found at the common corner of Sections 24, 25, 32, and 33 of said Eliza H. Welder Ranch Subdivision, for an angle corner of this tract;

Thence S 00° 25' 59" E along the west line of said Section 33, the west line of said 14,507.12 acre tract, the east line of said Section 24, the east line of said 5794.93 acre tract, and the east line of this tract, at 2,335.46 feet pass a 5/8" iron rod found for a line marker, in all a distance of 5,281.11 feet to a concrete monument found at the common corner of Sections 23, 24, 33, and 34, for an angle corner of this tract;

Thence S 00° 26' 28" E along the west line of Section 34 and continuing along the west line of said 14,507.12 acre tract, the east line of said 5,794.93 acre tract, the east line of said Section 23, and the east line of this tract, a distance of 1,245.53 feet to place of beginning, containing 1,769.409 acres of land, more or less.

The following described property in Bexar County, Texas:

(a)    LOTS 3 AND 4, BLOCK 7, NEW CITY BLOCK 17606, CREEKSIDE@CONCORD PARK (PLANNED UNIT DEVELOPMENT), IN THE CITY OF SAN ANTONIO, BEXAR COUNTY, TEXAS, ACCORDING TO PLAT THEREOF RECORDED IN VOLUME 9662, PAGE(S) 156-157, DEED AND PLAT RECORDS OF BEXAR COUNTY, TEXAS, together with all of the easements, rights of way, privileges, liberties, hereditaments, strips and gores, streets, alleys, passages, ways, waters, watercourses, rights and appurtenances thereunto belonging or appertaining, and all of the estate, right, title, interest, claim or demand whatsoever of Borrower or any Guarantor therein and in the streets and ways adjacent thereto, either in law or in equity (collectively, the “HQ Land”);

(b)    The structures or buildings, and all additions and improvements thereto, now or hereafter erected upon the HQ Land, including all building materials and HQ Fixtures (hereinafter defined) now or hereafter forming a part of said structures or buildings, or delivered to the HQ Land and intended to be installed in such structures or buildings (collectively, the “HQ Improvements”);

(c)    All systems, devices, machinery, apparatus, equipment, fittings, appliances and fixtures of every kind and nature whatsoever owned by Borrower or any Guarantor and now or hereafter located on and used in connection with the HQ Land or the HQ Improvements, including, but not limited to, all electrical, anti-pollution, heating, lighting, laundry, incinerating, power, air conditioning, plumbing, lifting, cleaning, fire prevention, fire extinguishing, refrigerating, ventilating, communication, garage and cooking systems, devices, machinery, apparatus, equipment, fittings, appliances and fixtures, and all engines, pipes, pumps, tanks, motors, conduits, ducts, compressors and switchboards, and all storm doors and windows, dishwashers, attached cabinets and partitions, located on and used in connection with the HQ Land or the HQ Improvements but not otherwise included in the HQ Improvements, but excluding any such systems, devices, machinery, apparatus, equipment, fittings, appliances and fixtures belonging to any tenant of the HQ Land or improvements unless they are necessary to the operation of the HQ Improvements (collectively, the “HQ Fixtures”);

(d)    All articles of personal property of every kind and nature whatsoever owned by Borrower or any Guarantor located on and used in connection with the HQ Land or the HQ Improvements, including, but not limited to, all inventory, equipment, furniture, shades, awnings, beds, screens, and carpets, now or hereafter affixed to, attached to or placed upon, and used in connection with the use, enjoyment, occupancy or operation (including the planning, development and financing) of the HQ Land or HQ Improvements, but excluding any such articles of personal property belonging to any tenant of the HQ Land or HQ Improvements unless it is necessary to the operation of the HQ Improvements (collectively, the “HQ Personal Property”);

(e)    All leases of the HQ Land, HQ Improvements and HQ Personal Property, or any part thereof, now or hereafter entered into, and all right, title and interest of Borrower or any Guarantor thereunder, including cash or securities deposited thereunder to secure performance by

the tenants of their obligations, and, including further, the right to receive and collect the rents thereunder (collectively, the “HQ Leases”);

(f)    All revenues, income, rents, issues and profits of any of the HQ Land, improvements, HQ Personal Property or HQ Leases (collectively, the “HQ Rents”);

(g)    All proceeds from the conversion, whether voluntary or involuntary, of any part of the HQ Land, HQ Improvements or HQ Personal Property into cash or liquidated claims, including insurance proceeds, insurance premium refunds and condemnation awards (collectively, the “HQ Conversion Proceeds”);

(h)    All contracts and subcontracts relating to the HQ Land or HQ Improvements and all permits, licenses, franchises, certificates and other rights and privileges obtained in connection with the HQ Land or HQ Improvements (collectively, the “Contracts”);

(i)    All funds, accounts, accounts receivable, contract rights, instruments, documents, general intangibles (including fictitious, trade and other names, trademarks and symbols used in connection with the HQ Land or HQ Improvements, whether registered or not), and notes and chattel paper, arising from or by virtue of any transaction relating directly to the HQ Land or HQ Improvements (collectively, the “HQ Intangibles”); and

(j)    Any and all proceeds of every kind or character now owned or hereafter to the extent arising directly from or by virtue of any of the property described in this Item 2 of Schedule 5.14(d).

together with the Borrower’s undivided interest in the oil, gas and other minerals in and under all of Section Five (5), Block One Hundred Eighty (180), GC&SF Ry. Co., Pecos County, Texas.