Amendment No. 2 to Credit Agreement, dated May 6, 2021, by and among the Company, as borrower, certain subsidiaries of the Company, as guarantors, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent for the Lenders and as issuing lender

This Amendment No. 2 to Credit Agreement (this “Agreement”) dated as of May 6, 2021 (the “Amendment Effective Date”), is among Extraction Oil & Gas, Inc., a Delaware corporation (the “Borrower”), 7N, LLC, a Delaware limited liability company (“7N”), 8 North, LLC, a Delaware limited liability company (“8 North”), Axis Exploration, LLC, a Delaware limited liability company (“Axis”), Extraction Finance Corp., a Delaware corporation (“Finance Corp.”), Mountaintop Minerals, LLC, a Delaware limited liability company (“MTM”), Table Mountain Resources, LLC, a Delaware limited liability company (“TMR”), XOG Services, LLC, a Delaware limited liability company (“XOG LLC”), XTR Midstream, LLC, a Delaware limited liability company (“XTR”), and Northwest Corridor Holdings, LLC, a Delaware limited liability company (together with 7N, 8 North, Axis, Finance Corp., MTM, TMR, XOG LLC, and XTR, collectively, the “Guarantors”), the undersigned Lenders (as defined below), and Wells Fargo Bank, National Association, as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”) and as Issuing Lender (the “Issuing Lender”).

A.    The Borrower, the financial institutions party thereto as Lenders (the “Lenders”), the Issuing Lender, and the Administrative Agent have entered into the Credit Agreement dated as of January 20, 2021 (as amended by that certain Amendment No. 1 to Credit Agreement dated as of March 24, 2021 and as may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).

B.    The Guarantors have entered into the Guaranty Agreement dated as of January 20, 2021 (the “Guaranty”) in favor of the Administrative Agent for the benefit of the Secured Parties (as defined in the Credit Agreement).

C.    Subject to the terms and conditions of this Agreement, the Administrative Agent and the Required Tier I Lenders have agreed to reaffirm the Borrowing Base and make certain amendments to Section 6.8 of the Credit Agreement as described herein.

D.    In connection with the foregoing, the Borrower has requested that the Lenders and the Administrative Agent, subject to the terms and conditions hereof, amend the Credit Agreement as set forth herein.

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

Section 1.    Definitions; References. Unless otherwise defined in this Agreement, each term used in this Agreement which is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement.

Section 2.    Reaffirmation of Borrowing Base. In accordance with Section 2.2 of the Credit Agreement, the Borrowing Base is hereby reaffirmed at $500,000,000 effective as of the Amendment Effective Date, and such Borrowing Base shall remain in effect at that level until the Borrowing Base is next redetermined or adjusted pursuant to the terms of the Credit Agreement. For the avoidance of doubt, the Borrowing Base redetermination set forth in this Section 2 shall constitute the Borrowing Base redetermination scheduled to occur on or about May 1st pursuant to Section 2.2(b)(i) of the Credit Agreement. The parties hereto agree that this Section 2 shall constitute written notice of the Borrowing Base as required by Section 2.2(b)(i) of the Credit Agreement.

Section 3.    Amendments to Credit Agreement. Upon the satisfaction of the conditions specified in Section 7 of this Agreement, and effective as of the Amendment Effective Date, the Credit Agreement is amended to amend and restate clause (C) of Section 6.8(e) to read as follows:

(C) the consideration received in respect of such Asset Sale shall be equal to or greater than the fair market value of such Oil and Gas Properties, interest therein or Restricted Subsidiary subject of such Asset Sale (as reasonably determined by (i) a Responsible Officer of the Borrower or (ii) if the consideration for such Asset Sale is greater than

$25,000,000, then by the board of directors of the Borrower, and in each case, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect),

Section 4.    Reaffirmation of Liens.

(a)    Each of the Borrower and each Guarantor (i) is party to certain Security Documents securing and supporting the Borrower's and Guarantors’ obligations under the Loan Documents, (ii) represents and warrants that it has no defenses to the enforcement of the Security Documents and that, notwithstanding the effectiveness of this Agreement or the amendments set forth herein, according to their terms the Security Documents are and shall continue in full force and effect to secure the Borrower’s and Guarantors’ obligations under the Loan Documents, as such obligations may have been amended by this Agreement and as the same may be further amended, supplemented, or otherwise modified, and (iii) acknowledges, represents, and warrants that the liens and security interests created by the Security Documents are valid and subsisting and create a first and prior Lien (subject only to Permitted Liens) in the Collateral to secure the Secured Obligations.

(b)    The delivery of this Agreement does not indicate or establish a requirement that any Loan Document requires any Guarantor's approval of amendments to the Credit Agreement.

Section 5.    Reaffirmation of Guaranty. Each Guarantor hereby ratifies, confirms, and acknowledges that, notwithstanding the effectiveness of this Agreement or the amendments set forth herein, its obligations under the Guaranty and the other Loan Documents are and shall continue 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 Guaranteed Obligations (as defined in the Guaranty), as such Guaranteed Obligations may have been amended by this Agreement as the same may be further amended, supplemented, or otherwise modified. 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 Credit Agreement 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 6.    Representations and Warranties. Each of 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 and in the other Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of the date of this Agreement, except that any representation and warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) only as of such specified date.

(b)    (i) the execution, delivery, and performance of this Agreement are within the corporate, limited partnership or limited liability company power, as appropriate, and authority of the Borrower and Guarantors and have been duly authorized by appropriate proceedings and (ii) this Agreement constitutes a legal, valid, and binding obligation of the Borrower and Guarantors, enforceable against the Borrower and Guarantors 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 whether applied by a court of law or 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 7.    Effectiveness. This Agreement shall become effective as of the Amendment Effective Date upon the occurrence of all of the following:

(a)    Documentation. The Administrative Agent shall have received this Agreement, duly and validly executed by the Borrower, the Guarantors, the Administrative Agent, the Issuing Bank, and the Required Tier I

Lenders, in form and substance reasonably satisfactory to the Administrative Agent and each of the undersigned Lenders; and

(b)    Representations and Warranties. The representations and warranties in this Agreement being true and correct in all material respects before and after giving effect to 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.

(c)    No Default or Event of Default. There being no Default or Event of Default which has occurred and is continuing.

(d)    Expenses. The Borrower shall have paid all costs, expenses, and fees which have been invoiced and are payable pursuant to Section 9.1 of the Credit Agreement or any other agreement.

Section 8.    Effect on Loan Documents. Except as amended herein, the Credit Agreement and the other Loan Documents remain in full force and effect and are hereby ratified and confirmed, and nothing herein shall act as a waiver of any of the Administrative Agent's or Lenders' rights under the Loan Documents. 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 is a Default or Event of Default under other Loan Documents.

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 without regard to conflicts of laws principles (other than Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York).

Section 10.    Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be an original.

THIS WRITTEN AGREEMENT AND THE LOAN DOCUMENTS, AS DEFINED IN THE CREDIT AGREEMENT, 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 BETWEEN THE PARTIES.

EXECUTED as of the date first set forth above.

By: /s/ Marianella Foschi

Name:     Marianella Foschi

Title:     Chief Financial officer

Each By: /s/ Marianella Foschi

Name:     Marianella Foschi

Title:     Chief Financial officer

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent, Issuing Lender, and a Lender

By: /s/ Jonathan Herrick

Name: Jonathan Herrick

Title: Director

BARCLAYS BANK PLC,

as a Lender

By: /s/ Sydney G. Dennis

Name: Sydney G. Dennis

Title: Director

CREDIT SUISSE AG,

CAYMAN ISLANDS BRANCH,

as a Lender

By: /s/ Nupur Kumar

Name: Nupur Kumar

Title: Authorized Signatory

By: /s/ Dohan Kim

Name: Dohan Kim

Title: Authorized Signatory

TRUIST BANK,

as a Lender

By: /s/ Samantha Sanford

Name: Samantha Sanford

Title: Vice President

Banc of America Credit Products, Inc.,

as a Lender

By: /s/ Austin Penland

Name: Austin Penland

Title: AVP

KEYBANK NATIONAL ASSOCIATION,

as a Lender

By: /s/ David M. Bornstein

Name: David M. Bornstein

Title: Senior Vice President

CITIBANK, N.A.,

as a Lender

By: /s/ Cliff Vaz

Name: Cliff Vaz

Title: Vice President

GOLDMAN SACHS BANK USA,

as a Lender

By: /s/ Dan Martis

Name: Dan Martis

Title: Authorized Signatory

ROYAL BANK OF CANADA,

as a Lender

By: /s/ Michael Sharp

Name: Michael Sharp

Title: Authorized Signatory

BANK OF AMERICA, N.A.,

as a Lender

By: /s/ Ronald E. McKaig

Name: Ronald E. McKaig

Title: Managing Director

MERCURIA EASTERN US HOLDINGS LLC,

as a Lender

By: /s/ Marty Bredehoft

Name: Marty Bredehoft

Title: Treasurer

AG ENERGY FUNDING, LLC,

as a Lender

By: /s/ Todd Dittmann

Name: Todd Dittmann

Title: Authorized Person

PNC BANK, NATIONAL ASSOCIATION,

as a Lender

By: /s/ S. Griffin Vollmer, Jr

Name: S. Griffin Vollmer, Jr

Title: Senior Vice President

BMO HARRIS BANK N.A.,

as a Lender

By: /s/ Matthew Davis

Name: Matthew Davis

Title: Director

NATIXIS, NEW YORK BRANCH,

as a Lender

By: /s/ Peter Bayard

Name: Peter Bayard

Title: Managing Director

By: /s/ Ajay Prakash

Name: Ajay Prakash

Title: Director

OCM ENERGY HOLDINGS, LLC,

as a Lender

By: Oaktree Fund GP, LLC

Its: Manager

By: Oaktree Fund GP I, L.P.

Its: Managing Member

By: /s/ Brook Hinchman

Name: Brook Hinchman

Title: Authorized Signatory

By: /s/ Robert LaRoche

Name: Robert LaRoche

Title: Authorized Signatory