First Letter Amendment to Amended and Restated Credit Agreement, dated as of December 18, 2018, among the Company, the guarantors party thereto, Citibank, N.A., as administrative agent and lender, and each of the other financial institutions party thereto

the Administrative Agent shall have received for the account of such Lender, the Swing Line Bank or such Issuing Bank (w) a Notice of Borrowing or Notice of Issuance, as applicable, and a Borrowing Base Certificate, in each case dated the date of such Borrowing, issuance or renewal and, in the case of the Borrowing Base Certificate, demonstrating that the Facility Available Amount (calculated on a pro forma basis immediately after giving effect to such Borrowing, issuance or renewal) will be greater than or equal to the Facility Exposure, (x) all Collateral Deliverables and all items described in the definition of “BBA Proposal Package” herein (to the extent not previously delivered with respect to each Borrowing Base Asset pursuant to Section 3.01, Section 5.01(k) or this Section 3.02), (y) in the case of an addition of any Person as an Additional Guarantor, all Guarantor Deliverables (to the extent not previously delivered pursuant to Section 3.01, Section 5.01(k) or this Section 3.02), and (z) a certificate signed by a Responsible Officer of the Borrower, dated the date of such Borrowing, issuance, renewal or extension, stating that:

(i)                                     the representations and warranties contained in each Loan Document are true and correct on and as of such date (except that those that expressly relate to a prior date shall be true as though made on and as of such prior date), before and immediately after giving effect to (A) such Borrowing, issuance or renewal and (B) the application of the proceeds therefrom; provided, however, that solely with respect to a single Borrowing to be requested in December 2018, Borrower shall not be required to make the representation in the last sentence of Section 4.01(g);

(ii)                                  no Default or Event of Default has occurred and is continuing, or would result from (A) such Borrowing, issuance or renewal or (B)  from the application of the proceeds therefrom; and

(iii)                               for each Revolving Credit Advance, or Swing Line Advance made by the Swing Line Bank or issuance or renewal of any Letter of Credit, (A)  the Facility Available Amount equals or exceeds the Facility Exposure that will be outstanding immediately after giving effect to such Advance, issuance or renewal, respectively, and (B) before and immediately after giving effect to such Advance, issuance or renewal, the Borrower shall be in compliance with the covenants contained in Section 5.04, together with supporting information in form satisfactory to the Administrative Agent showing the computations used in determining compliance with such covenants; and

(b) the Administrative Agent shall have received such other approvals, opinions or documents as any Lender Party through the Administrative Agent may reasonably request.

(k) Section 5.02(g) is amended and restated in its entirety to read as follows:

(g)                                  Restricted Payments.  In the case of the Borrower, without the prior consent of the Required Lenders, declare or pay any dividends, purchase, redeem, retire, defease, or otherwise acquire for value any of its Equity Interests now or hereafter outstanding, return any capital to its stockholders, partners or members (or the equivalent Persons thereof) as such, make any distribution of

3

assets, Equity Interests, obligations or securities to its stockholders, partners or members (or the equivalent Persons thereof) as such.

(l) Section 5.04 is amended and restated in its entirety to read as follows:

SECTION 5.04 Financial Covenants.  So long as any Advance or any other Obligation of any Loan Party under any Loan Document shall remain unpaid, any Letter of Credit shall be outstanding or any Lender Party shall have, at any time after the Initial Extension of Credit, any Commitment hereunder, the Borrower will:

(a)                                 Borrower Financial Covenants.

(i)                                     [Intentionally Omitted]

(ii)                                  [Intentionally Omitted]

(iii)                               [Intentionally Omitted]

(b)                                 Borrowing Base Financial Covenants.

(i)                                     Maximum Facility Exposure.  Not permit at any time the Facility Exposure at such time to exceed the Facility Available Amount at such time.

(ii)                                  Minimum Borrowing Base Debt Service Coverage Ratio.  Maintain at all times a Borrowing Base Debt Service Coverage Ratio of not less than 1.50:1.00.

To the extent any calculations described in Section 5.04(b) are required to be made on any date of determination other than the last day of a fiscal quarter of the Borrower, such calculations shall be made on a pro forma basis to account for any acquisitions or dispositions of Assets, and the incurrence or repayment of any Debt for Borrowed Money relating to such Assets, that have occurred since the last day of the fiscal quarter of the Borrower most recently ended.  To the extent any calculations described in Section 5.04(b) are required to be made on a Test Date relating to an Advance, a merger permitted under Section 5.02(d), a Transfer permitted under Section 5.02(e)(iii) or new Material Debt, such calculations shall be made both before and on a pro forma basis after giving effect to such Advance, merger, Transfer or such other event, as applicable.  All calculations under this Section 5.04 shall be made on a pro forma basis to account for any applicable monthly or 30-day financial statements or reports required to be delivered pursuant to Section 5.03 since the date of the most recently delivered quarterly statements or reports.  All such calculations shall be reasonably acceptable to the Administrative Agent.

(m) Schedule I to the Credit Agreement is deleted in its entirety and replaced with a new Schedule I in the form of Schedule I attached hereto.

(n) Exhibit H to the Credit Agreement is deleted in its entirety and replaced with a new Exhibit H in the form of Exhibit H attached hereto.

4

2.                                      Amendment to March Waiver.  Paragraph (a) of the fifth paragraph of the Limited Waiver dated as of March 31, 2018 (the “March Waiver”) by and among the Borrower, the Administrative Agent and the Lender Parties party thereto, is amended and restated in its entirety to read as follows: “[Intentionally Omitted.]”

3.                                      Representations and Warranties.  Each of the Borrower and the Guarantors hereby represents and warrants that the representations and warranties of such Person contained in each of the Loan Documents (as amended or supplemented to date, including pursuant to this First Letter Amendment (this “Amendment”)) are true and correct in all material respects (except that any representation or warranty that is qualified by materiality is true and correct in all respects) as such representations and warranties may have changed based upon events or activities not prohibited by the Credit Agreement on and as of the date first above written, before and immediately after giving effect to this Amendment, as though made on and as of such date; provided, however, that each of the Borrower and the Guarantors does not make the representation in the last sentence of Section 4.01(g) of the Credit Agreement.  Each of the Borrower and the Guarantors further represents and warrants that the factual matters described herein are true and correct as of the date hereof.  The Borrower, by its execution of a counterpart of this Amendment, represents and warrants that no Default or Event of Default exists under the Loan Documents, as amended or supplemented to date.