Exit Commitment Letter, dated September 29, 2020

Ladies and Gentlemen:

Oasis Petroleum North America LLC, a Delaware limited liability company (the “Borrower” or “you”) has advised Wells Fargo Bank, N.A. (“Wells Fargo Bank”, and together with Wells Fargo Securities, LLC (“Wells Fargo Securities”), “Wells Fargo”) and each of the financial institutions listed on Exhibit B hereto (such financial institutions, collectively with Wells Fargo Bank, the “Initial Lenders”, “we”, “our” or “us”) that the Borrower and certain of its parent entities and subsidiaries (collectively with the Borrower, the “Credit Parties”) intend to, on or after the date hereof, file voluntary petitions commencing cases under title 11 of the United States Code (the “Chapter 11 Cases”, and such code, the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”) in order to implement the Transactions (as defined below). In connection therewith, you have requested that the Initial Lenders provide financing to (a) refinance (i) any outstanding indebtedness and obligations under that certain Third Amended and Restated Credit Agreement, dated as of October 16, 2018, as amended to date, among the Borrower, the lenders party thereto and Wells Fargo, in its capacity as administrative agent, and all loan and security documents executed pursuant to or in connection therewith (the “Pre-Petition Secured Indebtedness”) that was not converted into obligations of the Credit Parties pursuant to that certain Senior Secured Superpriority Debtor-in-Possession Revolving Credit Agreement, dated on or about the date hereof among the Borrower, the other Credit Parties party thereto and each of the lenders party thereto (the “DIP Lenders”) (as amended from time to time pursuant to the terms thereof, the “DIP Credit Agreement”) and (ii) any outstanding indebtedness under the DIP Credit Agreement, via a cashless conversion on the Closing Date (as defined in the Exit Facility Term Sheet) in accordance with the terms of the Exit Facility Term Sheet (the “Refinancing”), (b) pay fees, costs and expenses in connection with the Transactions and (c) finance ongoing working capital requirements and other general corporate purposes of the Credit Parties, all as more fully described in the Exit Facility Term Sheet (as defined below).

This Exit Commitment Letter (as defined below) describes the general terms and conditions for a senior secured exit facility constituting a reserve-based revolving credit facility of up to an aggregate maximum credit amount of $1,500,000,000 (the “Exit Facility”) on the terms described in, and subject solely to the conditions precedent set forth in, the Exit Facility

Term Sheet attached hereto as Exhibit A (the “Exit Facility Term Sheet”), with availability thereunder being subject to an initial borrowing base (the “Initial Borrowing Base”), which Initial Borrowing Base will not, in any event, be greater than $575,000,000. The Initial Borrowing Base will be determined in accordance with the terms of the Exit Facility Term Sheet.

As used herein, the term “Transactions” means, collectively, (a) the restructuring contemplated under the Chapter 11 Cases, (b) the Refinancing, (c) the initial borrowings and other extensions of credit under the Exit Facility on the Closing Date and (d) the payment of fees, costs and expenses in connection with each of the foregoing. This letter, including the Exit Facility Term Sheet and any other annexes, exhibits or other attachments hereto, are hereinafter collectively referred to as the “Exit Commitment Letter”.

Capitalized terms used but not defined herein are used with the meanings assigned to them in the Exit Facility Term Sheet.

1.Commitments and Undertakings

In connection with the Transactions, upon the terms, subject to the terms and conditions set forth in this Exit Commitment Letter, each of the Initial Lenders is pleased to advise you of its several (and not joint) commitment to provide the percentage of the Aggregate Elected Commitment Amount (as defined in the Exit Facility Term Sheet) as set forth for such Initial Lender on Exhibit B attached hereto, which in the aggregate for all Initial Lenders, equals 100% of the amount of the Initial Borrowing Base under the Exit Facility.

2.Titles and Roles

It is agreed that (a) Wells Fargo Securities will act as a lead arranger and bookrunner for the Exit Facility (acting in such capacities, the “Lead Arranger”) and (b) Wells Fargo Bank will act as administrative agent and collateral agent for the Exit Facility. You further agree that the Lead Arranger shall not have any other responsibilities except as otherwise mutually agreed. You agree that (i) no other agents, co-agents, arrangers, co-arrangers, bookrunners, co-bookrunners, managers or co-managers will be appointed and (ii) no other titles will be awarded unless you and Wells Fargo shall so reasonably agree. You further agree that no compensation (other than that expressly contemplated by this Exit Commitment Letter and the Fee Letter referred to below) will be paid in connection with the Exit Facility unless you and Wells Fargo shall so reasonably agree (it being understood and agreed that no other agent, co-agent, arranger, co-arranger, bookrunner, co-bookrunner, manager or co-manager shall be entitled to greater economics in respect of the Exit Facility than Wells Fargo).

3.Syndication and Information

We reserve the right, prior to or after the Closing Date, to syndicate all or a portion of the Initial Lenders’ respective commitments hereunder to a group of banks, financial institutions and other institutional lenders and investors (together with the Initial Lenders, the “Lenders”) identified by us in consultation with you and reasonably acceptable to us and you (such acceptance not to be unreasonably withheld or delayed) (it being understood and agreed that

nothing in this Section 3 shall prevent or limit assignments or participations of the Exit Facility after the Closing Date in accordance with, and as permitted by, the provisions of the Facility Documentation); provided that, for the avoidance of doubt, notwithstanding our right to syndicate the Exit Facility and receive commitments with respect thereto, (a) we shall not be relieved, released or novated from our obligations hereunder in connection with any syndication, assignment or participation of the Exit Facility, including our commitments in respect thereof, and (b) unless you otherwise agree in writing, each Initial Lender shall retain exclusive control over all rights and obligations with respect to its commitments in respect of the Exit Facility, including all rights with respect to consents, modifications, supplements, waivers, and amendments until after the Closing Date (and any initial funding on such date) has occurred.

You hereby represent and warrant that  all written information (including all financial information, reserve information and reports, information to conduct diligence and Projections (as defined below), that Wells Fargo may reasonably request in connection with the arrangement of the Exit Facility (the “Information Materials”)), other than (i) the financial projections and other forward-looking information (collectively, the “Projections”) and (ii) information of a general economic or general industry nature (the “Information”), that has been or will be made available to us by you or any of your representatives in connection with the transactions contemplated hereby, when taken as a whole (after giving effect to all supplements and updates provided thereto prior to the Closing Date), does not or will not, when furnished to us, supplemented or updated, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading, taken as a whole, in light of the circumstances under which such statements are made (after giving effect to all supplements and updates provided thereto prior to the Closing Date) and  the Projections that have been or will be made available to us by you or any of your representatives in connection with the transactions contemplated hereby have been or will be prepared in good faith based upon assumptions believed by you to be reasonable at the time furnished to us (it being recognized by the Initial Lenders that such Projections are not to be viewed as facts and that actual results during the period or periods covered by any such Projections may differ from the projected results, and such differences may be material). You agree that if, at any time prior to the Closing Date, you become aware that any of the representations in the preceding sentence would be incorrect if such Information or Projections were furnished at such time and such representations were remade, in any material respect, then you will promptly supplement the Information and the Projections so that such representations when remade would be correct, in all material respects, under those circumstances. You understand that in arranging the Exit Facility we may use and rely on the Information and Projections without independent verification thereof.

You will assist us in preparing Information Materials, including but not limited to a confidential information memorandum or lender slides, for distribution to the Lenders (as defined in the Exit Term Sheet). If requested, you also will assist us in preparing an additional version of the Information Materials (the “Public-Side Version”) to be used by the Lenders’ public-side employees and representatives (“Public-Siders”) who do not wish to receive material non-public information (within the meaning of United States federal securities laws) with respect to the Borrower, its affiliates and any of their respective securities (“MNPI”) and who may be

engaged in investment and other market related activities with respect to the Borrower’s or its affiliates’ securities or loans. Before distribution of any Information Materials, you agree to execute and deliver to us (a) a letter in which you authorize distribution of the Information Materials to a Lender’s employees willing to receive MNPI (“Private-Siders”) and (b) a separate letter in which you authorize distribution of the Public-Side Version to Public-Siders and represent that either (i) no MNPI is contained therein or (ii) neither the Borrower nor any of its controlling or controlled entities has any debt or equity securities issued pursuant to a public offering or Rule 144A private placement and agree that if the Borrower or any of its controlling or controlled entities becomes the issuer of any debt or equity securities issued pursuant to a public offering or Rule 144A private placement thereafter, you will publicly disclose any information contained in the Information Materials delivered to Public-Siders that constitutes MNPI at such time.

You hereby authorize Wells Fargo to download copies of the Credit Parties’ trademark logos from its website and post copies thereof and any Information Materials to a deal site on IntraLinks^TM, DebtDomain, SyndTrak, ClearPar or any other electronic platform chosen by Wells Fargo to be its electronic transmission system (an “Electronic Platform”) established by Wells Fargo to perform services in its capacity as the administrative agent of the Exit Facility and to use the Credit Parties’ trademark logos on any confidential information memoranda, presentations and other marketing materials prepared in connection with the administration of the Exit Facility, with your consent (which consent not to be unreasonably withheld, conditioned or delayed), in any advertisements that we may place after the closing of the Exit Facility in financial and other newspapers, journals, the World Wide Web, our home page or otherwise, at our own expense describing our services to the Credit Parties hereunder. You also understand and acknowledge that we may provide to market data collectors, such as league table, or other service providers to the lending industry, information regarding the closing date, size, type, purpose of, and parties to, the Exit Facility.

4.Fees

As consideration for the commitments and agreements of the Initial Lenders hereunder, you agree to pay or cause to be paid the fees described in that certain Exit Facility Fee Letter, dated as of the date hereof and delivered herewith (the “Fee Letter”) on the terms and subject to the conditions set forth therein.

5.Conditions

Each Initial Lender’s commitments and agreements hereunder are subject to usual and customary conditions for a facility of this type, including, without limitation, (a) the conditions set forth in the Exit Facility Term Sheet under the heading “Conditions Precedent to Effectiveness and Initial Borrowings” and (b) the execution and delivery of the restructuring support agreement among the Credit Parties party thereto, the DIP Lenders party thereto and certain other holders of indebtedness of the Credit Parties in form and substance satisfactory to Wells Fargo in its sole discretion (such agreement, the “Restructuring Support Agreement”).

6.Indemnification and Expenses

You agree to indemnify and hold harmless the Initial Lenders, the Lead Arranger and any other arrangers or agents in respect of the Exit Facility appointed pursuant to this Exit Commitment Letter, their affiliates and their respective directors, officers, employees, advisors, agents and other representatives (each, an “indemnified person”) from and against any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any indemnified person) incurred by, or asserted against, any indemnified person arising out of, in connection with, or as a result of the execution or delivery of this Exit Commitment Letter, the Fee Letter and the Facility Documentation, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions contemplated hereby, the use of the proceeds of the Exit Facility, or the Transactions or any claim, litigation, investigation or proceeding relating to any of the foregoing (including in relation to enforcing the terms of this paragraph) (each, a “Proceeding”), regardless of whether any indemnified person is a party thereto, whether or not such Proceedings are brought by you, your equity holders, affiliates, creditors or any other person, and to reimburse each indemnified person upon written demand for any reasonable and documented out-of-pocket expenses, including, without limitation, the reasonable and documented fees, charges and disbursements of counsel and other outside consultants, the reasonable due diligence expenses, financial advisor’s fees, consultant’s fees, travel expenses, photocopy, mailing, courier, telephone and other similar expenses in connection with the syndication of the Exit Facility provided for herein and the preparation, negotiation, execution, delivery and administration (both before and after the execution hereof) of this Exit Commitment Letter and any amendments, modifications or waivers of or consents related to the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), limited, in the case of counsel, to the reasonable and documented out-of-pocket fees, disbursements and other charges of a single outside counsel to all indemnified persons, taken as a whole, including (if necessary) one local counsel in each relevant jurisdiction and solely in the event of any potential conflict of interest, one additional counsel (and if necessary, one local counsel in each relevant jurisdiction) to each group of similarly affected indemnified persons; provided that the foregoing indemnity will not, as to any indemnified person, be available to the extent that such losses, claims, damages, liabilities or related expenses (i) are determined by a court of competent jurisdiction by final and nonappealable judgement to have resulted from the gross negligence or willful misconduct of such indemnified person; or (ii) arise from any dispute solely among indemnified persons (other than a Proceeding against any indemnified person in its capacity or in fulfilling its role as the Lead Arranger, administrative agent, collateral agent, bookrunner, lender, letter of credit issuer or any other similar role in connection with this Exit Commitment Letter, the Exit Fee Letter, the Exit Facility or the use of the proceeds thereof) not arising out of any act or omission on the part of you or your affiliates. No indemnified person shall be liable for any damages arising from the use by others of the Information or other materials obtained through electronic, telecommunications or other information transmission systems, including an Electronic Platform or otherwise via the internet, or for any special, indirect, consequential or punitive damages in connection with the Exit Facility, or in connection with its activities related to the Exit Facility, and you agree, to the extent permitted by applicable law, not to assert any claims against any indemnified person with respect to the foregoing. None of the indemnified

persons or you or any of your or their respective affiliates and their respective directors, officers, employees, advisors, agents and other representatives shall be liable for any indirect, special, punitive or consequential damages in connection with this Exit Commitment Letter, the Fee Letter, the Exit Facility, or the transactions contemplated hereby, provided that nothing contained in this sentence shall limit your indemnity obligations to the extent set forth in this Section 6.

You shall not, without the prior written consent of an indemnified person (which consent shall not be unreasonably withheld, conditioned or delayed), effect any settlement of any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by such indemnified person unless such settlement (x) includes a full and unconditional release of such indemnified person in form and substance reasonably satisfactory to such indemnified person from all liability on claims that are the subject matter of such Proceedings, (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any indemnified person or any injunctive relief or other non-monetary remedy and (z) requires no action on the part of the indemnified person other than its consent. You acknowledge that any failure to comply with your obligations under the preceding sentence may cause irreparable harm to Wells Fargo, any other Initial Lender, the Lead Arranger and the other indemnified persons.

7.Sharing of Information, Affiliate Activities, Absence of Fiduciary Relationship

Wells Fargo, the other Initial Lenders and the Lead Arranger may employ the services of their respective affiliates in providing certain services hereunder and, in connection with the provision of such services, may exchange with such affiliates information concerning you and the other companies that may be the subject of the Transactions contemplated by this Exit Commitment Letter, and, to the extent so employed, such affiliates shall be entitled to the benefits, and be subject to the obligations, of Wells Fargo, the other Initial Lenders and the Lead Arranger hereunder. Wells Fargo, each other Initial Lender and the Lead Arranger shall be responsible for its respective affiliates’ failure to comply with such obligations under this Exit Commitment Letter.

You acknowledge that any of the Initial Lenders or their respective affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which you may have conflicting interests regarding the transactions described herein and otherwise. Each Initial Lender agrees severally (and not jointly) that it will not use confidential information obtained from you by virtue of the transactions contemplated by this Exit Commitment Letter or its other relationships with you in connection with the performance by it of services for other companies, and it will not furnish any such information to other companies. You also acknowledge that the Initial Lenders have no obligation to use in connection with the transactions contemplated by this Exit Commitment Letter, or to furnish to you, confidential information obtained from other companies.

You further acknowledge that each Initial Lender is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, an Initial Lender and/or its affiliates may provide investment banking and other financial services to, and/or acquire, hold

or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, you and other companies with which you may have commercial or other relationships. With respect to any securities and/or financial instruments so held by an Initial Lender, its affiliates or any of its respective customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion.

You agree that the Initial Lenders and the Lead Arranger will act under this Exit Commitment Letter as independent contractors and that nothing in this Exit Commitment Letter will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Initial Lender or the Lead Arranger and you, your respective equity holders or your and their respective affiliates. You acknowledge and agree that (a) the transactions contemplated by this Exit Commitment Letter are arm’s-length commercial transactions between each Initial Lender or the Lead Arranger and, if applicable, its affiliates, on the one hand, and you, on the other, (b) in connection therewith and with the process leading to such transaction each Initial Lender and the Lead Arranger and, if applicable, its respective affiliates, is acting solely as a principal and has not been, is not and will not be acting as an advisor, agent or fiduciary of you, your management, equity holders, creditors, affiliates or any other person and (c) each Initial Lender and the Lead Arranger, if applicable, and each of their respective affiliates, has not assumed an advisory or fiduciary responsibility or any other obligation in favor of you or your affiliates with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether such Initial Lender or the Lead Arranger or any of its respective affiliates has advised or is currently advising you or your affiliates on other matters) except the obligations expressly set forth in this Exit Commitment Letter. You further acknowledge and agree that (x) you are responsible for making your own independent judgment with respect to such transactions and the process leading thereto, (y) you are capable of evaluating and you understand and accept the terms, risks and conditions of the transactions contemplated hereby, and neither Wells Fargo, nor any other Initial Lender or the Lead Arranger shall have any responsibility or liability to you with respect thereto, and (z) no Initial Lender or the Lead Arranger is advising the Credit Parties as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction, and you shall consult with your own advisors concerning such matters and you shall be responsible for making your own independent investigation and appraisal of the transactions contemplated hereby. Any review by Wells Fargo or any other Initial Lender or the Lead Arranger of the Credit Parties, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of Wells Fargo or such other Initial Lender or the Lead Arranger, respectively, and shall not be on behalf of the Credit Parties. You agree that you will not assert any claim against Wells Fargo or any other Initial Lender or the Lead Arranger based on an alleged breach of fiduciary duty by Wells Fargo or such other Initial Lender or the Lead Arranger in connection with this Exit Commitment Letter and the transactions contemplated hereby.

8.Confidentiality

This Exit Commitment Letter is delivered to you on the understanding that neither this Exit Commitment Letter nor the Fee Letter nor any of their terms or substance shall be disclosed

by you, directly or indirectly, to any other person, except  to you and your officers, directors, employees, affiliates, members, partners, stockholders, attorneys, accountants, agents and advisors, in each case on a confidential and need-to-know basis,  as may be required by or in any legal, judicial or administrative proceeding or as otherwise required by law or regulation or as requested by a governmental or regulatory authority (in which case you agree, to the extent permitted by law, to inform us promptly thereof), if the Lead Arranger consents in writing to such proposed disclosure,  in connection with the enforcement of your rights hereunder or under the Fee Letter,  this Commitment Letter and the existence and contents hereof (but not the Fee Letter or the contents thereof other than the existence thereof and the contents thereof as part of projections, pro forma information and a generic disclosure of aggregate sources and uses to the extent customary in marketing materials and other required filings) may be disclosed  in connection with the syndication or arrangement of the Exit Facility or in connection with, and as may be required for, any public filing and to the parties to the Restructuring Support Agreement and to any party required by the Bankruptcy Court. Notwithstanding anything to the contrary in the foregoing, you shall be permitted to file the Fee Letter with the Bankruptcy Court under seal in form and substance reasonably satisfactory to Wells Fargo or in a redacted manner in form and substance reasonably satisfactory to Wells Fargo and provide an unredacted copy of the Fee Letter to (i) the Bankruptcy Court, (ii) the Office of the United States Trustee for the Southern District of Texas and (iii) any other party or advisor as required by the Bankruptcy Court; provided, that the disclosure of this Exit Commitment Letter and the Fee Letter to such advisors is on a confidential, “professionals only” basis.

Each Initial Lender severally (and not jointly) shall use all nonpublic information received by it in connection with the Exit Facility and the related transactions solely for the purposes of providing the services that are the subject of this Exit Commitment Letter and shall treat confidentially all such information; provided, however, that nothing herein shall prevent any Initial Lender from disclosing any such information to any Lenders or participants or prospective Lenders or participants,  in any legal, judicial, administrative proceeding or other compulsory process or as required by applicable law or regulations (in which case such Initial Lender shall promptly notify you, in advance, to the extent permitted by law), upon the request or demand of any regulatory authority (including any self-regulatory authority) or other governmental authority purporting to have jurisdiction over Wells Fargo, an Initial Lender or the Lead Arranger, or any of its respective affiliates (in which case such person agrees (except with respect to any audit or examination conducted by bank accountants or any self-regulatory authority or governmental or regulatory authority exercising examination or regulatory authority), to the extent practicable and not prohibited by applicable law or regulation, to inform you promptly thereof prior to disclosure),  to the employees, legal counsel, independent auditors, professionals and other experts or agents of such Initial Lender (collectively, “Representatives”) who are informed of the confidential nature of such information and are or have been advised of their obligation to keep information of this type confidential,  to any of its respective affiliates (provided that any such affiliate is advised of its obligation to retain such information as confidential, and such Initial Lender shall be responsible for its respective affiliates’ compliance with this paragraph) solely in connection with the Transactions,  to the extent any such information becomes publicly available other than by reason of disclosure by such Initial Lender, its affiliates or Representatives in breach of this Exit Commitment Letter or any applicable

confidentiality obligation to you,  for purposes of establishing a “due diligence” defense,  in connection with the exercise of any remedies hereunder or under the Fee Letter or any suit, action or proceeding relating to this Exit Commitment Letter, the Fee Letter or the Exit Facility and  pursuant to customary disclosure about the terms of the financing contemplated hereby in the ordinary course of business to market data collectors and similar service providers to the loan industry for league table purposes; provided that the disclosure of any such information to any Lenders or prospective Lenders or participants or prospective participants referred to above shall be made subject to the acknowledgment and acceptance in writing by such Lender or prospective Lender or participant or prospective participant that such information is being disseminated on a confidential basis in accordance with the standard syndication processes of such Initial Lender or customary market standards for dissemination of such type of information. The provisions of this paragraph shall automatically terminate on the earlier of (a) the Closing Date and (b) one year following the date of this Exit Commitment Letter.

9.Assignments

This Exit Commitment Letter shall not be assignable by you without the prior written consent of each Initial Lender (and any purported assignment without such consent shall be null and void), is intended to be solely for the benefit of the parties hereto and the indemnified persons and is not intended to and does not confer any benefits upon, or create any rights in favor of, any person other than the parties hereto and the indemnified persons to the extent expressly set forth herein.

10.Acceptance/ Expiration of Commitments

If the foregoing correctly sets forth our agreement, please indicate your acceptance of the terms of this Exit Commitment Letter and the Fee Letter by returning to us executed counterparts of this Exit Commitment Letter and the Fee Letter not later than 11:59 p.m., Houston, Texas time, on September 29, 2020 (the “Acceptance Deadline”). This offer will automatically expire at such time if we have not received such executed counterparts in accordance with the preceding sentence. In the event that the Final DIP Order (as defined in the DIP Credit Agreement) is not entered by the Bankruptcy Court (as defined in the DIP Credit Agreement) on or before the Expiration Date (as defined below), then this Commitment Letter and the commitments hereunder (including, for the avoidance of doubt, the commitments with respect to the Exit Facility) shall automatically terminate unless the Initial Lenders shall, in their discretion, agree to an extension (which consent may be provided by electronic mail communicated by Administrative Agent’s counsel to Credit Parties’ counsel). In addition, if not otherwise terminated in accordance with the immediately preceding sentence, this Exit Commitment Letter and the commitments hereunder shall automatically terminate, unless the Initial Lenders shall, in their discretion, agree otherwise (which consent may be provided by electronic mail communicated by Administrative Agent’s counsel to Credit Parties’ counsel), if (a) the effective date of the Chapter 11 Plan (as defined in the DIP Credit Agreement) has not occurred on or prior to December 20, 2020 (or, to the extent that the corresponding milestone under the DIP Credit Agreement has been extended in accordance with the terms thereunder, such date after giving effect to such extension), (b) the Restructuring Support Agreement is terminated for any

reason or (c) the “Maturity Date” (as defined in that DIP Credit Agreement) occurs if the Closing Date has not already occurred on or prior to such time.

For purposes of this Commitment Letter, “Expiration Date” means 5:00 p.m., Houston, Texas time on the date that is thirty (30) days after the Petition Date (as defined in the DIP Credit Agreement) (or, to the extent that the corresponding milestone under the DIP Credit Agreement has been extended in accordance with the terms thereunder, such date after giving effect to such extension); provided that the foregoing Expiration Date shall automatically be extended to forty-five (45) days after the Petition Date in the event the Credit Parties commence the Chapter 11 Cases on a “prepackaged” basis by commencing solicitation of a chapter 11 plan of reorganization prior to the Petition Date; provided further, however, that in no event shall such Expiration Date be later than immediately preceding the hearing on confirmation of the Chapter 11 Plan.

11.    Miscellaneous

Subject to the limitations set forth in Section 3 above, each Initial Lender reserves the right to employ the services of its affiliates in providing services contemplated hereby and to allocate, in whole or in part, to its affiliates certain fees payable to such Initial Lender in such manner as such Initial Lender and its affiliates may agree in their sole discretion. This Exit Commitment Letter may not be amended or waived except by an instrument in writing signed by you and each Initial Lender. This Exit Commitment Letter may be executed in any number of counterparts, each of which shall be deemed an original, and all of which, when taken together, shall constitute one agreement. Any signature page to this Exit Commitment Letter may be delivered by facsimile, electronic transmission (e.g., “pdf” or “tif”) or any electronic signature complying with the U.S. federal ESIGN Act of 2000 or the New York Electronic Signature and Records Act or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes to the fullest extent permitted by applicable law. For the avoidance of doubt, the foregoing also applies to any amendment, extension or renewal of this Exit Commitment Letter. Each party hereto represents and warrants to the other parties hereto that, to the extent such party has executed this Exit Commitment Letter through electronic means, it has the corporate capacity and authority to do so and there are no restrictions for doing so in such party’s constitutive documents. This Exit Commitment Letter (including the Exhibits and annexes hereto), together with the Fee Letter and the Restructuring Support Agreement are (i) the only agreements that have been entered into among us and you with respect to the Exit Facility and (ii) supersede all prior understandings, whether written or oral, among us with respect to the Exit Facility and set forth the entire understanding of the parties with respect thereto.

REFERENCE TO ANY OTHER CONFLICTS OR CHOICE OF LAW PRINCIPLES THEREOF AND, TO THE EXTENT APPLICABLE, TITLE 11 OF THE UNITED STATES CODE. YOU AND WE HEREBY IRREVOCABLY AGREE TO WAIVE TRIAL BY JURY IN ANY SUIT, ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY OR ON BEHALF OF ANY PARTY RELATED TO OR ARISING OUT OF THE TRANSACTIONS, THIS EXIT COMMITMENT LETTER OR THE FEE LETTER OR THE PERFORMANCE OF SERVICES HEREUNDER OR THEREUNDER.

You and we hereby irrevocably and unconditionally submit to the exclusive jurisdiction of the Bankruptcy Court or any state or Federal court sitting in the Borough of Manhattan in the City of New York, over any suit, action or proceeding arising out of or relating to the Transactions or the other transactions contemplated hereby, this Exit Commitment Letter or the Fee Letter or the performance of services hereunder or thereunder. You and we agree that service of any process, summons, notice or document by registered mail addressed to you or us shall be effective service of process for any suit, action or proceeding brought in any such court. You and we hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding has been brought in any inconvenient forum. Each of the Initial Lenders hereby notifies you that (a) pursuant to the requirements of the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law on October 26, 2001) (the “PATRIOT Act”), it is required to obtain, verify and record information that identifies the Credit Parties, which information includes names, addresses, tax identification numbers and other information that will allow such Initial Lender to identify the Credit Parties in accordance with the PATRIOT Act and (b) to the extent the Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), it must obtain a certification regarding beneficial ownership in relation to the Borrower that satisfies the requirements of the Beneficial Ownership Regulation. This notice is given in accordance with the requirements of the PATRIOT Act and is effective for the Initial Lenders.

Section headings used herein are for convenience of reference only and are not to affect the construction of, or to be taken into consideration in interpreting, this Exit Commitment Letter.

The indemnification, fee, expense, jurisdiction, information and confidentiality provisions contained herein and in the Fee Letter shall remain in full force and effect regardless of whether definitive financing documentation for the Exit Facility shall be executed and delivered and notwithstanding the termination of this Exit Commitment Letter or the commitments hereunder; provided that your obligations under this Exit Commitment Letter (other than your obligations with respect to confidentiality) shall automatically terminate and be superseded, to the extent comparable, by the provisions of the Facility Documentation upon the occurrence of the effectiveness thereof.

    If you are in agreement with the foregoing, please indicate acceptance of the terms hereof by signing the enclosed counterpart of this Exit Commitment Letter and returning it to the Lead Arranger, together with executed counterparts of the Fee Letter, by no later than the Acceptance Deadline.

                            Sincerely,

Title: Director

LENDERS:

Title: Director

The Applicable Margin and Commitment Fee for purposes of determining the applicable interest rate will be determined based upon the percentage of the total Commitments then being utilized as follows: