Unit Corporation

UNIT CORPORATION
A Delaware Corporation
8200 South Unit Drive
Tulsa, OK 74132
_____________________
Telephone: (918) 493-7700
Email: ir@unitcorp.com
_____________________
Federal EIN: 73-1283193
NAICS: 211120, 211130, 213111
Issuer’s Annual Report
For the annual period ended December 31, 2023
(the "Reporting Period")
The number of shares outstanding of our common stock is 9,774,005 as of March 14, 2024.
The number of shares outstanding of our common stock was 9,654,357 as of September 30, 2023 (end of previous reporting 
period).
Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and Rule 
12b-2 of the Exchange Act of 1934):
Yes ☐ No ☒ 
Indicate by check mark whether the company’s shell status has changed since the previous reporting period:
Yes ☐ No ☒  
Indicate by check mark whether a change in control of the company has occurred over this reporting period:
Yes ☐ No ☒ 
Table of Contents

UNIT CORPORATION
TABLE OF CONTENTS
 
Part A
General Company Information
1
Part B
Share Structure
1
Part C
Business Information
3
Part D
Management Structure and Financial Information
28
Part E
Issuance History
88
Part F
Exhibits
89
 
 
Page
Table of Contents

The following are explanations of some of the industry and general terms we use in this report:
ARO – Asset retirement obligations.
ASC – FASB Accounting Standards Codification.
ASU – Accounting Standards Update.
Bbl – Barrel, or 42 U.S. gallons liquid volume.
Boe – Barrel of oil equivalent. Determined using the ratio of six Mcf of natural gas to one barrel of crude oil or NGLs.
Btu – British thermal unit, used in gas volumes. Btu is used to refer to the natural gas required to raise the temperature of one 
pound of water by one-degree Fahrenheit at one atmospheric pressure.
Development drilling – The drilling of a well within the proven area of an oil or gas reservoir to the depth of a stratigraphic 
horizon known to be productive.
DD&A – Depreciation, depletion, and amortization.
FASB – Financial and Accounting Standards Board.
FERC – Federal Energy Regulatory Commission.
Finding and development costs – Costs associated with acquiring and developing proved natural gas and oil reserves  
capitalized under generally accepted accounting principles, including any capitalized general and administrative expenses.
G&A – General and administrative expenses.
Gross acres or gross wells – The total acres or wells in which a working interest is owned.
IF – Inside FERC (U.S. Federal Energy Regulatory Commission).
LIBOR – London Interbank Offered Rate.
LOE – Lease operating expense.
MBbls – Thousand barrels of crude oil or other liquid hydrocarbons.
Mcf – Thousand cubic feet of natural gas.
MBoe – Thousand barrels of oil equivalent.
MMBtu – Million Btu’s.
MMcf – Million cubic feet of natural gas.
MMcfe – Million cubic feet of natural gas equivalent. It is determined using the ratio of one barrel of crude oil or NGLs to six 
Mcf of natural gas.
Net acres or net wells – The total fractional working interests owned in gross acres or gross wells.
NGLs – Natural gas liquids.
NYMEX – The New York Mercantile Exchange.
OPEC – The Organization of Petroleum Exporting Countries.
Play – A term applied by geologists and geophysicists identifying an area with potential oil and gas reserves.
Producing property – A natural gas or oil property with existing production.
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Proved developed reserves – Reserves expected to be recovered through existing wells with existing equipment and operating 
methods or in which the cost of the required equipment is relatively minor compared to the cost of a new well; and through 
installed extraction equipment and infrastructure operational at the time of the reserves estimate. For additional information, see 
the SEC’s definition in Rule 4-10(a)(6) of Regulation S-X.
Proved reserves – Proved oil and gas reserves are those quantities of oil and gas, which, by analysis of geoscience and 
engineering data, can be estimated with reasonable certainty to be economically producible – from a given date forward, from 
known reservoirs and under existing economic conditions, operating methods, and government regulations – prior to the time at 
which the contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless 
of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have 
commenced or the operator must be reasonably certain that it will commence the project within a reasonable time. For 
additional information, see the SEC’s definition in Rule 4-10(a)(22)(i) through (v) of Regulation S-X.
Proved undeveloped reserves – Proved reserves expected to be recovered from new wells on undrilled acreage, or from existing 
wells where a relatively major expenditure is required for recompletion. For additional information, see the SEC’s definition in 
Rule 4-10(a)(431) of Regulation S-X.
Reasonable certainty (regarding reserves) – If deterministic methods are used, reasonable certainty means high confidence that 
the quantities will be recovered. If probabilistic methods are used, there should be at least a 90% probability that the quantities 
actually recovered will equal or exceed the estimate.
Reliable technology – A grouping of one or more technologies (including computational methods) that has been field tested and 
has been demonstrated to provide reasonably certain results with consistency and repeatability in the formation being evaluated 
or in an analogous formation.
Ryder Scott – Ryder Scott Company, L.P., independent petroleum consultants.
SEC – Securities and Exchange Commission.
SOFR - Secured Overnight Financing Rate.
Undeveloped acreage – Lease acreage on which wells have not been drilled or completed to the point that would permit the 
production of economic quantities of natural gas or oil regardless of whether the acreage contains proved reserves.
The following are explanations of some of the terms we use that are specific to us:
BOKF – Bank of Oklahoma Financial Corporation.
BOSS Rig – Unit’s proprietary BOSS rig design are Tier 1, Super-Spec alternating current drilling rigs which are standard 
equipped to handle multi-well pad drilling programs. Features include multi-directional walking systems, 800,000 pound static 
hook load masts, pipe racking capacities ranging from 22,500 to 26,500 feet, 7,500 psi mud systems, including quintuplex mud 
pumps, AC draw works, power generating system with dual fuel capability or high line power capability, high-torque top 
drives, automated iron roughneck wrenches, and automated catwalks.
Chapter 11 Cases – The cases filed by the Debtors on May 22, 2020 under Chapter 11 of Title 11 of the United States Code in 
the United States Bankruptcy Court for the Southern District of Texas, Houston Division. The Chapter 11 proceedings were 
jointly administered under the caption In re Unit Corporation, et al. Case No. 20-32740 (DRJ). During the pendency of the 
Chapter 11 Cases, the Debtors operated their business as "debtors-in-possession" under the authority of the bankruptcy court 
and under the Bankruptcy Code. The Debtors emerged from bankruptcy on September 3, 2020.
Debtors – Unit and its wholly owned subsidiaries UDC, UPC, 8200 Unit, Unit Drilling Colombia, and Unit Drilling USA, all of 
which were parties to the Chapter 11 Cases.
Emergence Date – September 3, 2020, the date the Debtors emerged from bankruptcy.
Exit Credit Agreement – The credit agreement the Company entered into on September 3, 2020 with the lenders. 
MSA – The Amended and Restated Master Services and Operating Agreement for Superior.
New Common Stock – The Company common stock issued under the Plan and following the Emergence Date.
Plan – The Chapter 11 plan of reorganization (including all exhibits and schedules, as amended, supplemented, or modified) 
and the related disclosure statement we filed with the bankruptcy court on June 9, 2020.
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Old Common Stock – The Company's common stock existing immediately before the Company filed for bankruptcy protection. 
As part of the Plan, the Old Common Stock was terminated as of the Emergence Date.
SCR Rig – Direct current electric rigs that are standard equipped to drill multi-well pad drilling programs. Features include 
1,500 horsepower hoisting capability, 7,500 psi mud systems, top drives, iron roughnecks, and automated catwalks. These rigs 
are equipped with either skidding or walking systems to move from well to well on a pad.
Superior – Superior Pipeline Company, L.L.C., and its subsidiaries.
FORWARD-LOOKING STATEMENTS/CAUTIONARY STATEMENTS
This report contains “forward-looking statements” – meaning, statements related to future events within the meaning of 
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. 
Other than statements of historical facts, included or incorporated by reference in this document addressing activities, events, or 
developments we expect or anticipate will or may occur, are forward-looking statements. Forward-looking statements often 
contain words such as “believes,” “intends,” “expects,” “anticipates,” “projects,” “estimates,” “predicts,” and similar 
expressions. This report modifies and supersedes documents filed by us before this report. Also, certain information we file 
with the SEC will automatically update and supersede information in this report.
Forward-looking statements are not guarantees of performance. They involve risks, uncertainties, and assumptions. 
Future actions, conditions or events, and future results may differ materially from those expressed in our forward-looking 
statements. Many factors that will determine these results are beyond our ability to control or accurately predict. Specific 
factors that could cause actual results to differ from those in our forward-looking statements include:
•
the amount and nature of our future capital expenditures and how we expect to fund our capital expenditures;
•
prices for oil, NGLs, and natural gas;
•
demand for oil, NGLs, and natural gas;
•
our exploration and drilling prospects;
•
the estimates of our proved oil, NGLs, and natural gas reserves;
•
oil, NGLs, and natural gas reserve potential;
•
development and infill drilling potential;
•
expansion and other development trends in the oil and natural gas industry;
•
our business strategy;
•
our plans to maintain or increase the production of oil, NGLs, and natural gas;
•
our ability to utilize the benefits of net operating losses and other deferred tax assets against potential future taxable 
income;
•
expansion and growth of our business and operations;
•
demand for our drilling rigs and the rates we charge for the rigs;
•
our belief that the outcome of our legal proceedings will not materially affect our financial position;
•
our ability to timely secure third-party services used in completing our wells; 
•
the impact of federal and state legislative and regulatory actions affecting our costs and increasing operating 
restrictions or delays and other adverse impacts on our business;
•
the possibility of security threats, including terrorist attacks and cybersecurity breaches, against or otherwise affecting 
our facilities and systems;
•
any projected production guidelines we may issue;
•
our anticipated capital budgets; 
•
our financial condition and liquidity;
•
the number of wells our oil and natural gas segment plans to drill; and
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•
our estimates of any ceiling test write-downs or other potential asset impairments we may have to record in future 
periods.
These statements are based on our assumptions and analyses considering our experience and our perception of historical 
trends, current conditions, expected future developments, and other factors we believe are appropriate in the circumstances. 
Whether actual results and developments will meet our expectations and predictions is subject to risks and uncertainties, any 
one or combination of which could cause our actual results to differ materially from our expectations and predictions. Some of 
these risks and uncertainties are:
•
the risk factors discussed in this document and the documents (if any) we incorporate by reference;
•
general economic, market, or business conditions;
•
the availability and nature of (or lack of) business opportunities we pursue;
•
demand for our land drilling services;
•
changes in laws and regulations;
•
changes in the current geopolitical situation, such as the current conflict occurring between Russia and Ukraine;
•
risks relating to financing, including restrictions in our debt agreements and availability and cost of credit;
•
risks associated with future weather conditions;
•
decreases or increases in commodity prices; 
•
the amount and terms of our debt;
•
future compliance with covenants under our credit agreements;
•
our ability to pay dividends and make share repurchases;
•
pandemics, epidemics, outbreaks, or other public health events, such as COVID-19; and
•
other factors, most of which are beyond our control.
You should not construe this list to be exhaustive. We believe the forward-looking statements in this report are 
reasonable. However, there is no assurance that the actions, events, or results expressed in forward-looking statements will 
occur, or if any of them do, of their timing or what impact they will have on our results of operations or financial condition. 
Because of these uncertainties, you should not put undue reliance on any forward-looking statements. Except as required by 
law, we disclaim any obligation to update forward-looking information and to release publicly the results of any future 
revisions we may make to forward-looking statements to reflect events or circumstances after this document to reflect incorrect 
assumptions or unanticipated events.
Table of Contents

UNIT CORPORATION
Annual Report
For The Year Ended December 31, 2023 
Part A. General Company Information 
The name of the issuer is Unit Corporation. Unless otherwise indicated or required by the context, the terms “Company,” 
“Unit,” “us,” “our,” “we,” and “its” refer to Unit Corporation or, as appropriate, one or more of its subsidiaries. Unit was 
founded in 1963 as an oil and natural gas contract drilling company and have since grown to include operations in exploration 
and production. Unit Corporation is the name of both the successor entity that emerged from bankruptcy on September 3, 2020 
and the predecessor entity prior to emergence. Unit is actively conducting operations as a Delaware corporation and is not a 
"shell company" as defined in the OTCQX U.S. Disclosure Guidelines and the federal securities laws.
Our executive offices are located at 8200 South Unit Drive, Tulsa, Oklahoma 74132; our telephone number is (918) 
493-7700. Our company website is at www.unitcorp.com and our investor relations contact is Rene Punch, Investor Relations 
via mail or telephone as listed above or via email at ir@unitcorp.com.
Part B. Share Structure
Common Stock
Stockholders of the Company are entitled to dividends if declared by the Board of Directors. Each share of our common 
stock entitles the holder thereof to one vote on all matters submitted to a vote of the stockholders. Our common stock has 
certain stockholder consent rights related to, among other things, the nature of the Company’s business, liquidation and 
dissolution, and tax treatment. Holders of common stock do not have preemptive rights, or rights to convert their common stock 
into other securities. 
The provisions of Unit Corporation’s articles of incorporation and bylaws that are summarized below may have an 
antitakeover effect and may delay, defer or prevent a tender offer or takeover attempt that a stockholder might consider to be in 
such stockholder's best interests, including those attempts that might result in a premium over the market price for the shares 
held by stockholders:
•
the requirement that only stockholders owning at least 25% of the outstanding shares of our common stock may 
call a special stockholders’ meeting;
•
our Board of Directors is classified in two groups, each serving staggered two-year terms; and
•
the prohibition of any stockholder that owns 4.75% or more of the outstanding shares of our common stock 
acquiring additional shares without approval by the Board of Directors. 
Under our certificate of incorporation, we may issue shares of preferred stock on terms that are unfavorable to the holders 
of our common stock. The issuance of shares of preferred stock could also prevent or inhibit a third party from acquiring us. 
The existence of these provisions could depress the price of our common stock, could delay or prevent a takeover attempt or 
could prevent attempts to replace or remove incumbent management.
Our common stock was issued at a par value of $0.01 and trades on the OTCQX market under the symbol 
"UNTC" (CUSIP Number: 909218406).
Warrants
Each holder of Unit common stock outstanding (Old Common Stock) before the Emergence Date that did not opt out of the 
release under the Plan is entitled to receive 0.03460447 warrants for every share of Old Common Stock owned. Each warrant is 
exercisable for one share of common stock, subject to adjustment as provided in the Warrant Agreement. The warrants expire 
on the earliest of (i) September 3, 2027, (ii) consummation of a Cash Sale (as defined in the Warrant Agreement), or (iii) the 
consummation of a liquidation, dissolution or winding up of the Company. 
As of December 31, 2023, the Company had authorized 1,843,318 warrants of which 98,365 had been exercised or 
canceled.
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1

Among other provisions, the Warrant Agreement outlines potential adjustments to the warrants if certain events occur, 
including (i) stock dividends payable in shares of common stock or stock splits, (ii) reverse stock splits or similar combination 
events, (iii) Liquidity Events (as defined in the Warrant Agreement), and (iv) other events not explicitly contemplated which 
may have an adverse impact to the intent and purpose of the warrants as set forth in the Plan, provided, however, the warrants 
will not be adjusted for (a) any issuances of securities in connection with  a merger, share exchange, asset acquisition, stock 
purchase, recapitalization, reorganization or other similar business combination, (b) the issuance of any securities by Unit on or 
after September 3, 2020 (the "Emergence Date") pursuant to the Plan or upon the issuance of shares of common stock upon the 
exercise of such securities, (c) the issuance of any shares of common stock pursuant to the exercise of the warrants, (d) the 
issuance of shares of common stock pursuant to any management stock option incentive or similar plan, (e) a dividend or 
distribution to holders of common stock of cash, property, or securities (other than common stock), and/or (f) any change in the 
par value of the common stock.
Pursuant to the terms of the Warrant Agreement, the Company determined the initial exercise price of the warrants to be 
$63.74. On April 7, 2022, the Company delivered notice of the initial exercise price to the Warrant Agent and the warrants 
became exercisable for shares of the Company’s common stock. On or about April 25, 2022, the warrants began trading over-
the-counter under the symbol "UNTCW" (CUSIP Number: 909218125). On March 31, 2023, the warrants began trading on the 
OTCQX Best Market. 
The table below presents information about the securities authorized for issuance as of the dates indicated:
As of December 31,
2023
2022
Common Stock:
Number of shares authorized
 
25,000,000  
25,000,000 
Number of shares outstanding
 
9,760,142  
9,627,964 
Number of shares freely tradable (public float) (1)(2)
 
9,679,275  
9,589,359 
Total number of holders of record
 
12  
5 
Preferred Stock:
Number of shares authorized
 
1,000,000  
1,000,000 
Number of shares outstanding
 
—  
— 
Number of shares freely tradable (public float)
 
—  
— 
Total number of holders of record
 
—  
— 
Warrants:
Number of shares authorized
 
1,843,318  
1,843,318 
Number of shares outstanding
 
1,744,953  
1,843,318 
Number of shares freely tradeable (public float)
 
—  
— 
Total number of holders of record
 
—  
— 
1.
The number of shares freely tradable includes shares held by Prescott Group Capital Management LLC and may include shares held by other stockholders 
owning 10% or more of our common stock. These stockholders may be considered “affiliates” within the meaning of Rule 144, and their shares may be 
“control shares” subject to the volume and manner of sale restrictions under Rule 144.
2.
The number of shares freely tradable excludes shares of our common stock held by our officers and directors as well as shares issued on the exercise of 
options that had not yet reached the required holding period. These shares may be “control shares” and "restricted shares," respectively, subject to the 
volume and manner of sale restrictions under Rule 144.
Transfer Agent
American Stock Transfer and Trust Company, LLC (an Equiniti Company)
6201 15th Avenue
Brooklyn, NY 11219
Phone: (718) 921-8200
American Stock Transfer and Trust Company, LLC (“AST”) is registered under the Securities Exchange Act of 1934, as  
amended. AST’s procedures and transactions are regulated and audited by the Securities and Exchange Commission.
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2

Part C. Business Information
The name of the issuer is Unit Corporation. Unless otherwise indicated or required by the context, the terms “Company,” 
“Unit,” “us,” “our,” “we,” and “its” refer to Unit Corporation or, as appropriate, one or more of its subsidiaries. Unit was 
founded in 1963 as an oil and natural gas contract drilling company and has since grown to include operations in exploration 
and production. Unit is actively conducting operations as a Delaware corporation and is not a "shell company" as defined in the 
OTCQX U.S. Disclosure Guidelines and the federal securities laws.
We operate, manage, and analyze our results of operations through our three principal business segments:
•
Oil and Natural Gas – carried out by our subsidiary Unit Petroleum Company ("UPC"). This segment explores, 
develops, acquires, and produces oil and natural gas properties for our own account.
•
Contract Drilling – carried out by our subsidiary Unit Drilling Company ("UDC"). This segment contracts to drill 
onshore oil and natural gas wells for a wide range of other oil and natural gas companies.
•
Mid-Stream – we held a 50% ownership interest in Superior Pipeline Company, L.L.C. (Superior) and its 
subsidiaries prior to April 24, 2023 when we sold all of our ownership interests. Superior buys, sells, gathers, 
processes, and treats natural gas and NGLs.
Each company may conduct operations through subsidiaries of its own. We also have several other subsidiaries, none of 
which conduct material operations.
The following table lists information about our consolidated oil and natural gas and contract drilling assets as of December 
31, 2023:
Oil and Natural Gas
Total number of wells in which we own an interest
4,623
Contract Drilling
Total number of drilling rigs available for use
14
2023 SEGMENT OPERATIONS HIGHLIGHTS
Oil and Natural Gas
•
Revenues before eliminations decreased by 55% from 2022 primarily due to lower average commodity pricing and    
lower production volumes.
•
Operating costs before eliminations decreased 30% from 2022 primarily due to lower production tax expenses due to 
decreased revenues, lower employee compensation and separation benefits, and lower lease operating expenses.
•
Capital expenditures decreased 68% from 2022 as we completed 1.25 net wells drilled by other operators in 2023, of 
which 0.68 were in progress at December 31, 2022, compared to 1.34 net wells in 2022, of which 0.02 were in 
progress at December 31, 2021.
Contract Drilling
•
Revenues increased 23% from 2022 primarily due to increases to the average dayrates on daywork contracts of 32% 
and 18% on BOSS rigs and SCR rigs, respectively, partially offset by an 8% decrease in the average number of 
drilling rigs in use to 15.1 during the year ended December 31, 2023. 
•
Operating costs increased 2% from 2022 primarily due to higher average employee compensation, partially offset by 
a decrease in the average number of drilling rigs in use and lower startup costs associated with bringing stacked rigs 
back into service.
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3

Mid-Stream 
•
We consolidated the financial position, operating results, and cash flows of Superior prior to March 1, 2022, on which 
date the Master Services and Operating Agreement (MSA) was amended and restated, with the result that we no 
longer consolidated Superior's financial position, operating results, and cash flows during periods subsequent to 
March 1, 2022. We subsequently accounted for our investment in Superior as an equity method investment.
•
On April 24, 2023 (the "Superior Sale Date"), we entered into a purchase and sale agreement (the "Superior PSA") 
with SP Investor under which the Company sold its 50% ownership interest in Superior for $20.0 million. Unit 
received proceeds of $12.0 million at closing and is entitled to receive $8.0 million in deferred proceeds to be paid no 
later than 12 months from closing, subject to Unit's satisfaction of certain ongoing covenant obligations and other 
customary conditions.
•
Superior paid $9.5 million of distributions to Unit and $50.2 million of distributions to its other members during the 
year ended December 31, 2022, and subsequently paid distributions to SP Investor of $11.1 million in January 2023.
FINANCIAL INFORMATION ABOUT SEGMENTS
See Note 22 - Industry Segment Information of our Notes to Consolidated Financial Statements in Part D of this report for 
information about each of our segments' revenues, profits or losses, and total assets.
OIL AND NATURAL GAS
General. Our producing oil and natural gas properties, unproved properties, and related assets are primarily located in 
Oklahoma and Texas. All of our oil and natural gas properties are located in the United States.
The following table presents information regarding our oil and natural gas assets as of December 31, 2023 and production 
activity during the year then ended:
Number of
Gross Wells
Number of
Net Wells
Number of
Gross Wells
in Process
Number of
Net Wells
in Process
2023 Average Net Daily Production
Natural Gas
(Mcf)
Oil
(Bbls)
NGLs
(Bbls)
Total
 
4,623 
 
788 
 
2 
 
0.002 
 
55,326 
 
2,696 
 
4,482 
Dispositions. On December 13, 2023, the Company closed on the sale of certain non-core wells and related leases in the 
Texas Panhandle for cash proceeds of $50.0 million, subject to customary post-closing adjustments based on an effective date 
of October 1, 2023. The sale represented a significant alteration to the full cost pool as reserves in excess of 25% were divested. 
To determine the gain, the Company allocated the net book value of the full cost pool based on the relative fair value of the 
properties retained versus those divested. A gain of $37.2 million was recognized within gain on disposition of assets in the 
consolidated statements of operations.
The Company initiated an asset divestiture program at the beginning of 2021 to sell certain non-core oil and gas 
properties and reserves (the Divestiture Program). On October 4, 2021, the Company announced that it was expanding the 
Divestiture Program to include the potential sale of additional properties, including up to all of UPC’s oil and gas properties and 
reserves, and on January 20, 2022, the Company announced that it had retained a financial advisor and launched the process. 
On June 10, 2022, the Company announced that it had ended its engagement with the financial advisor and terminated the 
process. During the process, the Company entered into an agreement to sell its Texas Gulf Coast oil and gas properties.
On July 1, 2022, the Company closed on the sale of certain wells and related leases near the Texas Gulf Coast for cash 
proceeds of $45.4 million, net of customary closing and post-closing adjustments based on an effective date of April 1, 2022. 
These proceeds reduced the net book value of our full cost pool with no gain or loss recognized as the sale did not result in a 
significant alteration of the full cost pool.
On March 8, 2022, the Company closed on the sale of certain non-core wells and related leases located near the Oklahoma 
Panhandle for cash proceeds of $3.6 million, net of customary closing and post-closing adjustments based on an effective date 
of December 1, 2021. These proceeds reduced the net book value of our full cost pool with no gain or loss recognized as the 
sale did not result in a significant alteration of the full cost pool.
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4

On August 16, 2021, the Company closed on the sale of substantially all of our wells and related leases located near 
Oklahoma City, Oklahoma for cash proceeds of $16.1 million, net of customary closing and post-closing adjustments based on 
an effective date of August 1, 2021. These proceeds reduced the net book value of our full cost pool with no gain or loss 
recognized as the sale did not result in a significant alteration of the full cost pool.
On May 6, 2021, the Company closed on the sale of substantially all of our wells and the leases related thereto located in 
Reno and Stafford Counties, Kansas for cash proceeds of $7.3 million, net of customary closing and post-closing adjustments 
based on an effective date of February 1, 2021. These proceeds reduced the net book value of our full cost pool with no gain or 
loss recognized as the sale did not result in a significant alteration of the full cost pool.
Net proceeds for the sale of other non-core oil and natural gas assets totaled $3.3 million, $7.7 million, and $5.0 million 
during the years ended December 31, 2023 , 2022, and 2021 respectively. These proceeds reduced the net book value of our full 
cost pool with no gain or loss recognized as the sales did not result in a significant alteration of the full cost pool.
Well and Leasehold Data. The following table presents the number of oil and natural gas exploratory and development 
wells completed during the periods indicated: 
 
Year Ended December 31,
2023
2022
2021
 
Gross
Net
Gross
Net
Gross
Net
Development:
Oil
 
6  
0.37  
3  
0.06  
10  
3.70 
Natural Gas
 
3  
0.01  
4  
0.21  
—  
— 
Dry
 
—  
—  
—  
—  
—  
— 
Total development
 
9  
0.38  
7  
0.27  
10  
3.70 
Exploratory:
Oil
 
5  
0.02  
16  
0.88  
13  
0.70 
Natural gas
 
10  
0.85  
4  
0.19  
—  
— 
Dry
 
—  
—  
—  
—  
1  
— 
Total exploratory
 
15  
0.87  
20  
1.07  
14  
0.70 
Total wells completed
 
24  
1.25  
27  
1.34  
24  
4.40 
The following table presents the number of wells producing, capable of producing or shut-in as of the dates indicated:
 
As of December 31,
 
2023
2022
2021
 
Gross
Net
Gross
Net
Gross
Net
Oil
 
2,094  
168.3 
 
2,228  
253.9  
2,534  
413.0 
Natural gas
 
2,529  
619.4 
 
3,375  
1,132.8  
3,870  
1,433.2 
Total
 
4,623  
787.7 
 
5,603  
1,386.7  
6,404  
1,846.2 
We did not develop any previously booked proved undeveloped oil and natural gas reserves during the years ended 
December 31, 2023, 2022, or 2021.
The following table presents our leasehold acreage as of December 31, 2023:
 
Developed
Undeveloped
Total
 
Gross
Net
Gross
Net (1)
Gross
Net
Total leasehold acreage
 
358,076  
147,606  
3,715  
948 
 
361,791  
148,554 
1.
Approximately 100% of the net undeveloped acres are covered by leases that will expire in the years 2024—2028 unless drilling or production extends 
those leases. 
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5

Price and Production Data. The following tables present the average sales price and production volumes for our oil, 
NGLs, and natural gas activities during the periods indicated: 
Year Ended December 31,
 
2023
2022
2021
Average sales price per barrel of oil produced:
Price before derivatives
$ 
75.57 $ 
94.28 $ 
66.50 
Effect of derivatives
 
(14.96)  
(36.80)  
(16.47) 
Price including derivatives
$ 
60.61 $ 
57.48 $ 
50.03 
Average sales price per barrel of NGLs produced:
Price before derivatives
$ 
18.02 $ 
30.00 $ 
23.41 
Effect of derivatives
 
—  
—  
— 
Price including derivatives
$ 
18.02 $ 
30.00 $ 
23.41 
Average sales price per Mcf of natural gas produced:
Price before derivatives
$ 
2.07 $ 
5.79 $ 
3.55 
Effect of derivatives
 
0.21  
(2.14)  
(0.62) 
Price including derivatives
$ 
2.28 $ 
3.65 $ 
2.93 
Year Ended December 31,
2023
2022
2021
Oil production (MBbls):
Anadarko basin
 
972  
1,209  
1,459 
Western Gulf basin
 
—  
55  
134 
All other basins
 
13  
17  
22 
Total oil production
 
984  
1,281  
1,615 
NGLs production (MBbls):
Anadarko basin
 
1,633  
1,960  
2,174 
Western Gulf basin
 
—  
184  
445 
All other basins
 
3  
4  
5 
Total NGL production
 
1,636  
2,148  
2,624 
Natural gas production (MMcf):
Anadarko basin
 
20,122  
21,696  
22,836 
Western Gulf basin
 
—  
2,425  
6,075 
All other basins
 
73  
90  
101 
Total natural gas production
 
20,195  
24,211  
29,012 
Total production (MBoe):
Anadarko basin
 
5,958  
6,785  
7,439 
Western Gulf basin
 
—  
643  
1,592 
All other basins
 
28  
36  
44 
Total BOE production
 
5,986  
7,464  
9,074 
The Anadarko basin contained 97%, 98%, and 89% of our total proved reserves as of December 31, 2023, 2022, and 2021 
respectively, expressed on an oil-equivalent barrel basis. There are no other basins that accounted for more than 10% of our 
proved reserves.
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6

Oil, NGLs, and Natural Gas Reserves. The table below presents our estimated proved developed and undeveloped oil, 
NGLs, and natural gas reserves as of December 31, 2023: 
 
Oil
(MBbls)
NGLs
(MBbls)
Natural Gas
(MMcf)
Total Proved
Reserves
(MBoe)
Proved developed
 
5,046 
 
9,866 
 
99,886 
 
31,560 
Proved undeveloped
 
— 
 
— 
 
— 
 
— 
Total proved
 
5,046 
 
9,866 
 
99,886 
 
31,560 
Oil, NGLs, and natural gas reserves cannot be measured exactly. Estimates of those reserves require extensive judgments 
of reservoir engineering data and are generally less precise than other estimates made in financial disclosures. 
Company Reserve Estimation and Technical Qualifications
Our Reservoir Engineering department is responsible for reserve determination for the wells in which we have an interest. 
Their primary objective is to estimate the wells' future reserves and future net value to us. Data is incorporated from multiple 
sources including geological, production engineering, marketing, production, land, and accounting departments. The engineers 
review this information for accuracy as it is incorporated into the reservoir engineering database. Management reviews our 
internal controls to help provide assurance all the data has been provided. New well reserve estimates are provided to 
management and the respective operational divisions for additional scrutiny. Major reserve changes on existing wells are 
reviewed regularly with the operational divisions to confirm completeness and accuracy. As the external audit is being 
completed, the reservoir department reviews all properties for accuracy of forecasting.
Responsible for overseeing the preparation of our reserve report is our reservoir engineer Derek Smith.
Mr. Smith received a Bachelor of Science in Petroleum Engineering with a Minor in Business from the University of 
Tulsa in 2005. He then worked for Apache Corporation through 2008 and joined Unit in 2009 as a Corporate Reserves Engineer 
involved in reserve evaluation, acquisition appraisals, and prospect reviews with increasing levels of responsibility. In 2020, he 
was promoted to Reservoir Manager. He has been a member of the Society of Petroleum Engineers (SPE) since 2000 and 
joined the Society of Petroleum Evaluation Engineers (SPEE) in 2018.
As part of his continuing education Mr. Smith has attended various seminars and forums to enhance his understanding of 
current standards and issues for reserves presentation. These forums have included those sponsored by various professional 
societies and professional service firms including Ryder Scott.
Ryder Scott Audit and Technical Qualifications
We use Ryder Scott to audit the reserves prepared by our reservoir engineers. Ryder Scott has been providing petroleum 
consulting services internationally since 1937. Their summary report is attached as Exhibit 99.1 to this Annual Report. The 
wells or locations for which reserve estimates were audited were taken from our reserve and income projections as of December 
31, 2023, and comprised approximately 85% of the total proved developed future net income discounted at 10% (based on the 
SEC's unescalated pricing policy).
Mr. Robert J. Paradiso was the primary technical person responsible for overseeing the estimate of the reserves prepared 
by Ryder Scott.
Mr. Paradiso, an employee of Ryder Scott since 2008, is a Vice President and serves as Project Coordinator, responsible 
for coordinating and supervising staff and consulting engineers in ongoing reservoir evaluation studies worldwide. Before 
joining Ryder Scott, Mr. Paradiso served in several engineering positions with Getty Oil Company, Texaco, Union Texas 
Petroleum, Amax Oil and Gas, Inc., Norcen Explorer, Inc., Amerac Energy Corporation, Halliburton Energy Services, Santa Fe 
Snyder Corp., and Devon Energy Corporation.
Mr. Paradiso earned a Bachelor of Science degree in Petroleum Engineering from Texas Tech University in 1979 and is a 
registered Professional Engineer in the State of Texas. He is also a member of the SPE.
Besides gaining experience and competency through prior work experience, the Texas Board of Professional Engineers 
requires at least fifteen hours of continuing education annually, including at least one hour in professional ethics, which Mr. 
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7

Paradiso fulfills. Based on his educational background, professional training and over 41 years of practical experience in the 
estimation and evaluation of petroleum reserves, Mr. Paradiso has attained the professional qualifications as a Reserves 
Estimator and Reserves Auditor in Article III of the “Standards Pertaining to the Estimating and Auditing of Oil and Gas 
Reserves Information” promulgated by the SPE as of June 2019. For more information regarding Mr. Paradiso’s geographic 
and job-specific experience, please refer to the Ryder Scott Company website at http://www.ryderscott.com/Company/
Employees.
Definitions and Other Proved Reserve Information.
For proved reserves, the area of the reservoir considered as "proved" includes:
•
The area identified by drilling and limited by any fluid contacts, and
•
Adjacent undrilled portions of the reservoir that can, with reasonable certainty, be judged to be continuous with the 
reservoir and to contain economically producible oil or gas based on available geosciences and engineering data.
Absent data on fluid contacts, proved quantities in a reservoir are limited by the lowest known hydrocarbons as incurred 
in a well penetration unless geosciences, engineering, or performance data and reliable technology establish a lower contact 
with reasonable certainty.
Where direct observation from well penetrations has defined a highest known oil elevation and the potential exists for an 
associated gas cap, proved oil reserves may be assigned in the structurally higher portions of the reservoir only if geosciences, 
engineering, or performance data and reliable technology establish the higher contact with reasonable certainty.
Reserves which can be produced economically through application of improved recovery techniques (including, but not 
limited to, fluid injection) are included in the proved classification when:
•
Successful testing by a pilot project in an area of the reservoir with properties no more favorable than the reservoir as 
a whole;
•
The operation of an installed program in the reservoir or other evidence using reliable technology establishes 
reasonable certainty of the engineering analysis on which the project or program was based; and
•
The project has been approved for development by all necessary parties and entities, including governmental entities.
Existing economic conditions include prices and costs at which economic producibility from a reservoir is to be 
determined. The price used is the average of the prices over the 12 months before the ending date of the period covered by the 
report and is an unweighted arithmetic average of the first day of the month price for each month within the period, unless 
prices are defined by contractual arrangements, excluding escalations based on future conditions.
Proved Undeveloped Reserves. As of December 31, 2023, we had not recorded any proved undeveloped reserves.
Our estimated proved reserves and the standardized measure of discounted future net cash flows of the proved reserves at 
December 31, 2023, 2022, and 2021, the changes in quantities, and standardized measure of those reserves for the years then 
ended, are shown in the Supplemental Oil and Gas Disclosures in this report.
Contracts. Our oil production is sold at or near our wells under purchase contracts at prevailing prices under 
arrangements customary in the oil industry. Our natural gas production is sold to intrastate and interstate pipelines and 
independent marketing firms under contracts with terms generally ranging from one month to a year. Few of these contracts 
contain provisions for readjustment of price as most are market sensitive.
Customers. Three third-party customers accounted for 45% of our oil and natural gas revenues during the year ended 
December 31, 2023 and no other company accounted for over 10% of our oil and natural gas revenues.
CONTRACT DRILLING
General. Our contract drilling business is conducted through Unit Drilling Company. We drill onshore oil and natural gas 
wells for a wide range of other oil and natural gas companies as well as for our own account. Our drilling operations are 
primarily located in Oklahoma, Texas and New Mexico.
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8

The following table presents information about our contract drilling segment assets and operations as of and during the 
periods indicated: 
Year Ended December 31,
 
2023
2022
2021
Number of drilling rigs available for use at end of period
 
14 
 
18 
 
21 
Average number of drilling rigs utilized
 
15.1 
 
16.4 
 
10.9 
Utilization rate (1)
 95 %
 78 %
 36 %
Average revenue per day (2)
$ 
32,854 
$ 
24,619 
$ 
19,097 
Total footage drilled (in thousands of feet)
 
5,449 
 
5,679 
 
4,487 
Number of wells drilled
 
300 
 
306 
 
251 
1.
Utilization rate is determined by dividing the average number of drilling rigs used by the average number of drilling rigs available for use during the year. 
See Drilling Rig Fleet below for discussion on the 2023 reduction in drilling rigs available for use.
2.
Represents the total revenues from our contract drilling segment divided by the total days our drilling rigs were used during the year.
Description and Location of Our Drilling Rigs. An on-shore drilling rig is composed of major equipment components 
like engines, drawworks or hoists, derrick or mast, substructure, mud pumps, blowout preventers, top drives, and drill pipe. 
Because of the normal wear and tear from operating 24 hours a day, several of the major components, like engines, mud pumps, 
top drives, and drill pipe, must be replaced or overhauled periodically. Other major components, like the substructure, mast, and 
drawworks, can be used for extended periods with proper inspections and maintenance. We also own additional equipment used 
in operating our drilling rigs, including iron roughnecks, automated catwalks, skidding systems, and other support equipment. 
The majority of the wells we drill today are horizontal wells. Depending on our customers' well programs, we routinely drill 
horizontal wells ranging from 15,000 to over 25,000 feet in length.
The following table presents the contractual status and capabilities of our drilling rigs as of December 31, 2023:
Contracted Rigs
Non-Contracted
Total Rigs
Average Rated
Drilling Depth
(ft)
BOSS rigs
 
14  
—  
14  
20,000 
Fluctuating commodity prices directly affect the number of drilling rigs we can put to work, both positively and 
negatively. Generally, sustained higher commodity prices lead to greater demand for drilling rigs, while demand and rates tends 
to fall as commodity prices decline for any extended period. The number of drilling rigs we can work also depends on several 
conditions besides demand, including the availability of qualified labor as well as the availability of needed drilling supplies 
and equipment.
The following table presents the average number of our drilling rigs working by quarter during the years indicated: 
2023
2022
2021
First quarter
 
16.8 
 
15.5  
9.4 
Second quarter
 
15.6 
 
16.3  
10.0 
Third quarter
 
14.1 
 
17.0  
11.0 
Fourth quarter
 
13.9 
 
17.0  
13.2 
Drilling Rig Fleet. Our rig fleet consists of 14 super-spec BOSS rigs. Total rigs available for use was reduced from 18 to 
14 during 2023 to reflect the removal of the older generation SCR rigs from our fleet.
Dispositions. On May 18, 2023, the Company closed on the sale of two older generation SCR rigs and certain related 
equipment for total proceeds of $5.8 million. Cash proceeds of $5.0 million were received at closing and deferred cash proceeds 
of $0.8 million were received on January 25, 2024. The deferred proceeds are included in notes receivable on the consolidated 
balance sheets. The total proceeds recognized during the year ended December 31, 2023 resulted in net gains of $4.4 million, 
which are presented within gain on disposition of assets in the consolidated statements of operations.
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9

Proceeds for the sale of other non-core contract drilling assets totaled $13.6 million, $12.8 million, and $12.7 million 
during the years ended December 31, 2023, 2022, and 2021, respectively. These proceeds resulted in net gains of $9.5 million, 
$8.4 million, and $10.1 million during the years ended December 31, 2023, 2022, and 2021. The net gains are presented within 
gain on disposition of assets in the consolidated statements of operations.
Drilling Contracts. Our third-party drilling contracts are obtained through a competitive bidding process. Contract terms 
and payment rates vary depending on the type of contract used, the duration of the work, the equipment and services supplied, 
and other matters. We pay certain operating expenses, including the wages of our drilling rig personnel, maintenance expenses, 
and incidental drilling rig supplies and equipment. The contracts are usually subject to early termination by the customer subject 
to the payment of a fee. Our contracts also contain provisions regarding indemnification against certain types of claims 
involving injury to persons, property, and for acts of pollution. The specific terms of these indemnifications are negotiated on a 
contract-by-contract basis.
All of our drilling contracts during 2023, 2022, and 2021 were daywork contracts. Under a daywork contract, we provide 
the drilling rig with the required personnel and the operator supervises the drilling of the well. Our daywork compensation is 
based on a negotiated rate to be paid for each day the drilling rig is used. 
Most of our contracts are term contracts, with the rest being either well-to-well or pad-to-pad contracts. Term contracts 
can range from months to a year and the rates can either be fixed throughout the term or allow for periodic adjustments.
Customers. Four customers accounted for 69% of our contract drilling revenues during the year ended December 31, 
2023. No other third-party customer accounted for 10% or more of our contract drilling revenues.
Our contract drilling segment may also provide drilling services for our oil and natural gas segment. Revenues and 
expenses for these services are eliminated in our statement of operations, with any profit recognized reducing our investment in 
our oil and natural gas properties. We eliminated $0.4 million of contract drilling revenue and $0.2 million of contract drilling 
operating costs during the year ended December 31, 2022, resulting in a net reduction of $0.1 million to our investment in oil 
and natural gas properties. We did not have any eliminations during the year ended December 31, 2023.
MID-STREAM
General. Our mid-stream operations were conducted through Superior Pipeline Company, L.L.C. and its subsidiaries, of 
which we owned a 50% interest. On April 24, 2023, we entered into a purchase and sale agreement ("Superior PSA") with SP 
Investor under which we sold all of our ownership interest in Superior for $20.0 million. The Superior PSA provides that SP 
Investor paid Unit $12.0 million at closing and $8.0 million in deferred proceeds to be paid no later than 12 months from 
closing, subject to Unit's satisfaction of certain ongoing covenant obligations and other customary conditions.
Superior's operations consist of buying, selling, gathering, processing, and treating natural gas. Superior was governed 
and managed under the Amended and Restated Limited Liability Company Agreement (Agreement) and a Management 
Services Agreement (MSA). The MSA was between our wholly-owned subsidiary, SPC Midstream Operating, L.L.C. (the 
Operator) and Superior. As the Operator, we provided services, such as operations and maintenance support, accounting, legal, 
and human resources to Superior for a monthly service fee of $0.3 million.
The Agreement specified how future distributions were to be allocated among the Members. Distributions from Available 
Cash (as defined in the Agreement) were generally split evenly between the Members prior to December 31, 2021, when the 
three-year period for Unit's commitment to spend $150.0 million (Drilling Commitment Amount) to drill wells in the Granite 
Wash/Buffalo Wallow area ended. The total amount spent by Unit towards the Drilling Commitment Amount was $24.6 
million. Accordingly, 100% of Available Cash distributions related to periods subsequent to December 31, 2021 was paid to SP 
Investor as the $72.7 million Drilling Commitment Adjustment Amount (as defined in the Agreement) had not been satisfied.
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10

The following table presents the distributions paid by Superior to the members during the periods indicated:
Date
Recipient
Amount
2023
January 31, 2023
SP Investor
$11.1 million
2022
October 31, 2022
SP Investor
$16.2 million
July 29, 2022
SP Investor
$13.9 million
April 29, 2022
SP Investor
$10.5 million
January 31, 2022
Unit Corporation
$9.5 million
January 31, 2022
SP Investor
$9.5 million
COMPETITION
All our businesses are highly competitive and price sensitive. Competition in the contract drilling business traditionally 
involves factors such as demand, price, efficiency, the condition of equipment, availability of labor and equipment, reputation, 
and customer relations.
Our oil and natural gas operations likewise encounter strong competition from other oil and natural gas companies. Many 
competitors have greater financial, technical, and other resources than we do and have more experience than we do in the 
exploration for and production of oil and natural gas. Our drilling success and the success of other activities integral to our 
operations will depend, in part, on our ability to attract and retain experienced geologists, engineers, and other professionals 
during times of increased competition as competition for these professionals can be intense.
HUMAN CAPITAL 
We believe that our employees are critical to our future success, and seek to provide competitive compensation and 
benefits to attract and retain a skilled workforce. We care about the well-being and development of our employees, and aim to 
provide a culture of respect and collaboration by supporting employee training and development. We are also very focused on 
maintaining a culture of continuous improvement in safety and environmental practices as safety and environmental 
stewardship are at the forefront of everything that we do.  
As of December 31, 2023, we had 552 employees, none of whom are members of a union or labor organization. Our 
workforce includes 444 employees in our contract drilling segment, 63 employees in our oil and natural gas segment, and 45 
employees in our general corporate group. We also periodically utilize the services of independent contractors. We have not 
experienced any strikes or work-force stoppages.
GOVERNMENTAL REGULATIONS
General. Our business depends on the demand for oil, natural gas, and natural gas liquids, as well as the demand for 
services from the oil and natural gas exploration and development industry. Therefore, our business can be affected by political 
developments and changes in laws and regulations that control or curtail drilling for oil and natural gas for economic, 
environmental, or other policy reasons.
Various state and federal regulations affect the production and sale of oil and natural gas. All states in which we conduct 
activities impose varying restrictions on the drilling, production, transportation, and sale of oil and natural gas. This discussion 
of certain laws and regulations affecting our operations should not be relied on as an exhaustive review of all regulatory 
considerations affecting us, due to the multitude of complex federal, state, and local regulations, and their susceptibility to 
change at any time by later agency actions and court rulings that may affect our operations.
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11

Natural Gas Sales and Transportation. Under the Natural Gas Act of 1938, FERC regulates the interstate transportation 
and the sale in interstate commerce for resale of natural gas. FERC’s authority over interstate natural gas sales has been 
substantially modified by the Natural Gas Policy Act under which FERC continued to regulate the maximum selling prices of 
certain categories of gas sold in “first sales” in interstate and intrastate commerce. Effective January 1, 1993, however, the 
Natural Gas Wellhead Decontrol Act (the Decontrol Act) deregulated natural gas prices for all “first sales” of natural gas. 
Because “first sales” include typical wellhead sales by producers, all natural gas produced from our natural gas properties is 
sold at market prices, subject to the terms of any private contracts which may be in effect. FERC’s authority over interstate 
natural gas transportation is not affected by the Decontrol Act.
Our sales of natural gas are affected by intrastate and interstate gas transportation regulation. Beginning in 1985, FERC 
adopted regulatory changes that have significantly altered the transportation and marketing of natural gas. These changes are 
intended by FERC to foster competition by, among other things, transforming the role of interstate pipeline companies from 
wholesale marketers of natural gas to the primary role of gas transporters. All natural gas marketing by the pipelines must 
divest to a marketing affiliate, which operates separately from the transporter and in direct competition with all other merchants. 
Because of the various omnibus rulemaking proceedings in the late 1980s and the later individual pipeline restructuring 
proceedings of the early to mid-1990s, interstate pipelines must provide open and nondiscriminatory transportation and 
transportation-related services to all producers, natural gas marketing companies, local distribution companies, industrial end 
users, and other customers seeking service. Through similar orders affecting intrastate pipelines that provide similar interstate 
services, FERC expanded the impact of open access regulations to certain aspects of intrastate commerce.
FERC has pursued other policy initiatives that affected natural gas marketing. Most notable are (1) the large-scale 
divestiture of interstate pipeline-owned gas gathering facilities to affiliated or non-affiliated companies; (2) further development 
of rules governing the relationship of the pipelines with their marketing affiliates; (3) the publication of standards relating to 
using electronic bulletin boards and electronic data exchange by the pipelines to make available transportation information 
timely and to enable transactions to occur on a purely electronic basis; (4) further review of the role of the secondary market for 
released pipeline capacity and its relationship to open access service in the primary market; and (5) development of policy and 
promulgation of orders pertaining to its authorization of market-based rates (rather than traditional cost-of-service based rates) 
for transportation or transportation-related services on the pipeline’s demonstration of lack of market control in the relevant 
service market. 
Because of these changes, independent sellers and buyers of natural gas have gained direct access to the pipeline services 
they need and can better conduct business with a larger number of counterparties. These changes generally have improved the 
access to markets for natural gas while substantially increasing competition in the natural gas marketplace. However, we cannot 
predict what new or different regulations FERC and other regulatory agencies may adopt or what effect later regulations may 
have on production and marketing of natural gas from our properties.
We may be indirectly exposed to certain risks in the U.S. LNG export markets. The LNG export industry is a highly 
regulated and capital intensive industry that is subject to a number of risks. Many facilities remain under construction or are 
expanding, and if these facilities are unable to obtain and maintain approvals and permits from governmental and regulatory 
agencies, the U.S. LNG market may be materially and adversely impacted, which could reduce demand for U.S. natural gas and 
have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity and 
prospects.
Oil and Natural Gas Liquids Sales and Transportation. Our sales of oil and natural gas liquids currently are not 
regulated and are at market prices. The prices received from the sale of these products are affected by the cost of transporting 
these products to market. Much of that transportation is through interstate common carrier pipelines. Effective as of January 1, 
1995, FERC implemented regulations generally grandfathering all previously approved interstate transportation rates and 
establishing an indexing system for those rates by which adjustments are made annually based on the rate of inflation, subject to 
certain conditions and limitations. These regulations may increase the cost of transporting oil and natural gas liquids by 
interstate pipeline, although the annual adjustments could cause decreased rates in a given year. These regulations have 
generally been approved on judicial review. Every five years, FERC examines the relationship between the annual change in 
the index and the actual cost changes experienced by the oil pipeline industry and makes any necessary adjustment in the index 
to be used during the ensuing five years. We cannot predict with certainty what effect the periodic review of the index by FERC 
will have on us.
Exploration and Production Activities. Federal, state, and local agencies also have promulgated extensive rules and 
regulations applicable to our oil and natural gas exploration, production, and related operations. The states we operate in require 
permits for drilling operations, drilling bonds, and filing reports about operations and impose other requirements relating to the 
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exploration of oil and natural gas. Many states also have statutes or regulations addressing conservation matters including 
provisions for the unitization or pooling of oil and natural gas properties, the establishment of maximum rates of production 
from oil and natural gas wells, and regulating spacing, plugging and, abandonment of such wells. The statutes and regulations 
of some states limit the rate at which oil and natural gas is produced from our properties. The federal and state regulatory 
burden on the oil and natural gas industry increases our cost of doing business and affects our profitability. Because these rules 
and regulations are amended or reinterpreted frequently, we cannot predict the future cost or impact of complying with these 
laws.
Environmental.
General. Our operations are subject to federal, state, and local laws and regulations governing protection of the 
environment. These laws and regulations may require acquisition of permits before certain of our operations may be 
commenced and may restrict the types, quantities, and concentrations of various substances that can be released into the 
environment. Planning and implementation of protective measures must prevent accidental discharges. Spills of oil, natural gas 
liquids, drilling fluids, and other substances may subject us to penalties and cleanup requirements. Handling, storage, and 
disposal of both hazardous and non-hazardous wastes are subject to regulatory requirements.
The federal Clean Water Act, as amended by the Oil Pollution Act, the federal Clean Air Act, the federal Resource 
Conservation and Recovery Act (RCRA), and their state counterparts, are the primary vehicles for imposition of such 
requirements and for civil, criminal, and administrative penalties and other sanctions for violation of their requirements. In 
addition, the federal Comprehensive Environmental Response Compensation and Liability Act (CERCLA) and similar state 
statutes impose strict liability, without regard to fault or the legality of the original conduct, on certain classes of persons 
considered responsible for the release of hazardous substances into the environment. Such liability, which may be imposed for 
the conduct of others and for conditions others have caused, includes the cost of remedial action and damages to natural 
resources. The Oil Pollution Act of 1990 amends the Clean Water Act and establishes strict liability for owners and operators of 
facilities that cause a release of oil into waters of the United States. In addition, this law requires owners and operators of 
facilities that store oil above specified threshold amounts to develop and implement spill prevention, control and 
countermeasure plans.
Water Discharges. The Federal Water Pollution Control Act, or the Clean Water Act, and comparable state laws impose 
restrictions and strict controls regarding the discharge of pollutants, including produced waters and other oil and natural gas 
wastes, into federal and state waters. The discharge of pollutants into regulated waters is prohibited, except in accordance with 
the terms of a permit issued by the U.S. Environmental Protection Agency (EPA) or a state equivalent agency. The discharge of 
dredge and fill material in regulated waters, including wetlands, is also prohibited, unless authorized by a permit issued by the 
U.S. Army Corps of Engineers (Corps). The scope of the Clean Water Act’s jurisdiction has been the subject of significant 
uncertainty and litigation in recent years. For example, under the Obama Administration, the EPA and the U.S. Army Corp of 
Engineers proposed a new expansive definition of the “waters of the United States,” known as the “Clean Water Rule.” 
However, during the Trump Administration, the EPA and the Corps replaced the Clean Water Rule with the Navigable Waters 
Protection Rule (NWPR), which narrows the definition of “waters of the United States” to four categories of jurisdictional 
waters and includes twelve categories of exclusions, including groundwater; however, these rulemakings are currently subject 
to litigation and it is possible that the Biden Administration could propose a broader definition for these regulated waters. Both 
the Clean Water Rule and the NWPR are subject to ongoing litigation, with the Clean Water Rule in effect in certain states and 
the NWPR in effect in others. In addition, in an April 2020 decision defining the scope of the Clean Water Act that was handed 
down just days after the NWPR was published, the U.S. Supreme Court held that, in certain cases, discharges from a point 
source to groundwater could fall within the scope of the Clean Water Act and require a permit. The Court rejected the EPA’s 
and Corps’ assertion that groundwater should be totally excluded from the Clean Water Act. The Court’s decision is expected to 
bolster challenges to the NWPR. As a result of these developments, the scope of jurisdiction under the Clean Water Act is 
uncertain at this time. 
To the extent any rule expands the scope of the Clean Water Act’s jurisdiction in areas where we operate, we could face 
increased costs and delays with respect to obtaining permits for dredge and fill activities in wetland areas, which could delay the 
development of our natural gas and oil projects. Similarly, any increased costs or delays for such permits may impact the 
development of pipeline infrastructure, which may impact our ability to transport our products. Also, pursuant to these laws and 
regulations, we may be required to obtain and maintain approvals or permits for the discharge of wastewater or storm water and 
are required to develop and implement spill prevention, control and countermeasure plans, also referred to as “SPCC plans,” in 
connection with on-site storage of significant quantities of oil. These laws and any implementing regulations provide for 
administrative, civil and criminal penalties for any unauthorized discharges of oil and other substances in reportable quantities 
and may impose substantial potential liability for the costs of removal, remediation and damages. 
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Hazardous Substances and Waste Management. RCRA and comparable state statutes regulate the generation, 
transportation, treatment, storage, disposal and cleanup of hazardous and non-hazardous wastes. Pursuant to rules issued by the 
EPA, individual state governments administer some or all of the provisions of RCRA, sometimes in conjunction with their own, 
more stringent requirements. Drilling fluids, produced waters and most of the other wastes associated with the exploration, 
development and production of oil or natural gas are currently regulated under RCRA’s non-hazardous waste provisions. 
However, it is possible that certain oil, natural gas, and drilling and production wastes now classified as non-hazardous could be 
classified as hazardous wastes in the future. 
CERCLA, also known as the Superfund law, imposes joint and several liability, without regard to fault or legality of 
conduct, on classes of persons who are considered to be responsible for the release of a hazardous substance into the 
environment. These persons include the current and former owners and operators of the site where the release occurred and 
anyone who disposed or arranged for the disposal of a hazardous substance released at the site. Under CERCLA, such persons 
may be subject to joint and several liability for the costs of cleaning up the hazardous substances that have been released into 
the environment, for damages to natural resources and for the costs of certain health studies. In addition, it is not uncommon for 
neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by the 
hazardous substances released into the environment. We generate materials during our operations that may be regulated as 
hazardous substances. Despite the “petroleum exclusion” of CERCLA, which currently encompasses crude oil and natural gas, 
we may nonetheless generate or handle hazardous substances within the meaning of CERCLA, or similar state statutes, in the 
course of our ordinary operations and, as a result, may be jointly and severally liable under CERCLA for all or part of the costs 
required to clean up sites at which these hazardous substances have been released into the environment. In addition, we 
currently own, lease, or operate numerous properties that have been used for oil and natural gas exploration, production and 
processing for many years. Although we believe that we have utilized operating and waste disposal practices that were standard 
in the industry at the time, hazardous substances, wastes, or hydrocarbons may have been released on, under or from the 
properties owned or leased by us, or on, under or from other locations, including off-site locations, where such substances have 
been taken for disposal. Under such laws, we could be required to undertake investigatory, response, or corrective measures, 
which could include soil and groundwater sampling, the removal of previously disposed substances and wastes, the cleanup of 
contaminated property, or remedial plugging or pit closure operations to prevent future contamination, the costs of which could 
be substantial.
Endangered Species Act. The federal Endangered Species Act (ESA) and analogous state laws regulate many activities, 
including oil and gas development, which could have an adverse effect on species listed as threatened or endangered under the 
ESA or their habitats. Designating previously unidentified endangered or threatened species could cause oil and natural gas 
exploration and production operators and service companies to incur additional costs or become subject to operating delays, 
restrictions or bans in affected areas, which impacts could adversely reduce drilling activities in affected areas. Both of our 
business segments could be subject to the effect of one or more species being listed as threatened or endangered within the areas 
of our operations. Numerous species have been listed or are under consideration for protected status under the ESA in areas in 
which we provide or could undertake operations, such as the dunes sagebrush lizard, lesser prairie chicken, and greater sage 
grouse. In addition, the Supreme Court held in 2018 that only the actual habitat of an endangered species can be designated 
critical habitat, meaning that an uninhabited area that otherwise meets the definition of critical habitat should not be so 
designated. Following this decision, the U.S. Fish and Wildlife Service (FWS) and the National Marine Fisheries Service 
NMFS) issued joint regulations in December 2020 defining critical habitat to mean an area that currently or periodically  
contains the resources and conditions necessary to support a species listed under the ESA. The Department of Interior (DOI) 
also finalized rules in January 2021 under the Migratory Bird Treaty Act, which imposes similar restrictions and penalties as 
those found under the ESA, that limit the imposition of criminal sanctions in instances where only an incidental take of 
protected birds occurs. The Biden Administration has stated that it plans to review the FWS, NMFS, and DOI regulations and 
has paused implementation of the DOI rules. The presence of protected species in areas where we provide contract drilling or 
conduct exploration and production operations could impair our ability to timely complete or carry out those services and, 
consequently, hurt our results of operations and financial position.
Air Emissions. The federal Clean Air Act and comparable state laws restrict the emission of air pollutants from many 
sources, such as tank batteries and compressor stations, through air emissions standards, construction and operating permitting 
programs and the imposition of other compliance requirements. These laws and regulations may require us to obtain 
preapproval for the construction or modification of certain projects or facilities expected to produce or significantly increase air 
emissions, obtain and strictly comply with stringent air permit requirements or utilize specific equipment or technologies to 
control emissions of certain pollutants. The EPA has also adopted rules under the Clean Air Act that require the reduction of 
volatile organic compound emissions from certain fractured and refractured natural gas wells for which well completion 
operations are conducted and further require that most wells use reduced emission completions, also known as “green 
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completions.” These regulations also establish specific new requirements regarding emissions from production-related wet seal 
and reciprocating compressors and from pneumatic controllers and storage vessels. The EPA expanded on its emission 
standards for volatile  organic compounds in June 2016 with the issuance of first-time standards to address emissions of 
methane from equipment and processes across oil and natural gas production, storage, processing and transmission sources, 
including hydraulically fractured oil natural gas and well completions. 
On August 16, 2022, President Biden signed a budget reconciliation measure commonly referred to as the “Inflation 
Reduction Act of 2022” (IRA). The IRA contains incentives for the development of renewable energy, clean hydrogen, clean 
fuels, electric vehicles and supporting infrastructure and carbon capture and sequestration, among other provisions. The IRA 
also includes a charge on methane emissions which is the first ever federal fee on emissions through a methane emissions 
charge. Facilities required to report their greenhouse gas (GHG) emissions to the EPA will be assessed a fee of $900 per metric 
ton of methane in 2024, increasing to $1,500 per metric ton for 2026 and each year thereafter.
On December 2, 2023, the EPA issued a final rule of pollution reduction standards that address sources of methane and 
other pollutants at oil and gas facilities, including methane that leaks or is vented from equipment and processes. The final rule 
will phase in a requirement to eliminate routine flaring of natural gas that is produced by new oil wells, require comprehensive 
monitoring for leaks of methane from well sites and compressor stations, while giving oil and gas companies flexibility to use 
low-cost and innovative methane monitoring technologies, and establish standards that require reductions in emissions from 
high-emitting equipment like controllers, pumps, and storage tanks. 
Climate Change. Climate change continues to attract considerable public and scientific attention. As a result, our 
operations as well as the operations of our operators are subject to a series of regulatory, political, litigation, and financial risks 
associated with the production and processing of fossil fuels and emission of GHGs. At the federal level, no comprehensive 
climate change law or regulation has been implemented to date. The EPA has, however, adopted regulations that, among other 
things, establish construction and operating permit reviews for GHG emissions from certain large stationary sources, and 
together with the U.S. Department of Transportation, implement GHG emissions limits on vehicles manufactured for operation 
in the United States. The federal regulation of methane emissions from oil and gas facilities has been subject to controversy in 
recent years. For more information, see our regulatory disclosure titled “Air Emissions.”
The adoption and implementation of new or more stringent international, federal or state legislation, regulations or other 
regulatory initiatives that impose more stringent standards upon GHG emissions from the oil and natural gas sector could result 
in increased costs of compliance. Concerns related to the impacts of climate change could also result in reduced demand for oil 
and natural gas and adversely impact the value of reserves. In addition, increased financial scrutiny of climate risks could result 
in restrictions on our access to capital. Moreover, there are increasing risks to operations resulting from the potential physical 
impacts of climate change, such as drought, wildfires, damage to infrastructure and resources from flooding, storms, and other 
natural disasters and other physical disruptions. One or more of these developments could have a material adverse effect on our 
business, financial condition and results of operation. 
Hydraulic Fracturing. Our oil and natural gas segment routinely apply hydraulic fracturing techniques to many of our oil 
and natural gas properties. Hydraulic fracturing has been the subject of public scrutiny over the past several years. While states 
typically have primary authority with respect to regulating oil and natural gas production activities, including hydraulic 
fracturing, from time to time Congress has considered passing new laws to regulate this practice, and the U.S. Government has 
asserted regulatory authority over certain aspects of hydraulic fracturing. In addition, certain states in which we operate, 
including Texas and Oklahoma, have adopted, and other states and municipalities and other local governmental entities in some 
states, have and others are considering adopting regulations and ordinances that could impose more stringent permitting, require 
the public disclosure of chemicals in fracking fluids, flaring limitations, waste disposal, and well construction requirements on 
these operations, and even restrict or ban hydraulic fracturing in certain circumstances. 
In December 2016, the EPA released its final report on the potential impacts of hydraulic fracturing on drinking water 
resources. The final report concluded that certain activities associated with hydraulic fracturing may impact drinking water 
resources under certain limited circumstances. Both the EPA and the United States Geological Survey (USGS) have made 
statements indicating that the disposal of wastes associated with hydraulic fracturing via injection wells may result in induced 
seismic events. Several states, including Texas and Oklahoma, have adopted measures limiting disposal well operations in areas 
under certain circumstances.
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At the state level, several states, including Texas, have adopted or are considering legal requirements that require oil and 
natural gas operators to disclose chemical ingredients and water volumes used to hydraulically fracture wells, in addition to 
more stringent well construction and monitoring requirements. Local governments may also adopt ordinances within their 
jurisdictions regulating the time, place and manner of drilling activities in general or hydraulic fracturing activities in particular. 
Any new laws, regulation, or permitting requirements regarding hydraulic fracturing could lead to operational delay, or 
increased operating costs or third party or governmental claims, and could result in additional burdens that could delay or limit 
the drilling services we provide to third parties whose drilling operations could be affected by these regulations or increase our 
costs of compliance and doing business and delay the development of unconventional gas resources from shale formations 
which are not commercial without using hydraulic fracturing. Restrictions on hydraulic fracturing could also reduce the oil and 
natural gas we can ultimately produce from our reserves.
Other; Compliance Costs. We cannot predict future legislation or regulations. It is possible that some future laws, 
regulations, and/or ordinances could increase our compliance costs and/or impose additional operating restrictions on us as well 
as those of our customers. Such future developments also might curtail the demand for fossil fuels which could hurt the demand 
for our services, which could hurt our future results of operations. Likewise, we cannot predict with any certainty whether any 
changes to temperature, storm intensity or precipitation patterns because of climate change (or otherwise) will have a material 
impact on our operations.
Compliance with applicable environmental requirements has not, to date, had a material effect on the cost of our 
operations, earnings, or competitive position. However, as noted above in our discussion of the regulation of GHG and 
hydraulic fracturing, compliance with amended, new, or more stringent requirements of existing environmental regulations or 
requirements may cause us to incur additional costs or subject us to liabilities that may have a material adverse effect on our 
results of operations and financial condition.
RISK FACTORS
RISKS CONCERNING COMMODITY PRICES
Our business is heavily affected by commodity prices. Oil, NGLs, and natural gas prices are volatile, and low prices have 
hurt our financial results and could do so in the future.
Our revenues, operating results, cash flow, and growth depend on prevailing prices for oil, NGLs, and natural gas. Oil, 
NGLs, and natural gas prices and markets have been volatile, and they are likely to remain volatile.
The prices we receive for our oil, NGLs, and natural gas production affect our revenues, profitability, cash flow, and 
ability to meet our projected financial and operational goals. Prices also tend to influence third parties' use of our services. 
Those prices are decided by many factors beyond our control, including:
•
the demand for and supply of oil, NGLs, and natural gas;
•
weather conditions in the continental United States (which can influence the demand and prices for natural gas);
•
the amount and timing of oil, natural gas, and liquefied petroleum gas imports and exports; 
•
the ability of distribution systems in the United States to effectively meet the demand for oil, NGLs, and natural gas, 
particularly in times of peak demand which may result because of adverse weather conditions;
•
the ability or willingness of OPEC+ to set and support production levels for oil;
•
oil and gas production levels by non-OPEC+ countries;
•
political and economic uncertainty and geopolitical activity, such as the current conflict occurring between Russia and 
Ukraine;
•
governmental policies and subsidies;
•
the costs of exploring for, producing, and delivering oil and natural gas; 
•
technological advances affecting energy consumption;
•
United States storage levels of oil, NGLs, and natural gas;
•
price, availability, and acceptance of alternative fuels; 
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•
volatility in ethane prices causing rejection of ethane as part of the liquids processed stream; 
•
pandemics, epidemics, outbreaks, or other public health events, such as COVID-19; and
•
worldwide economic conditions.
Oil prices are sensitive to domestic and foreign influences based on political, social, or economic underpinnings, any of 
which could have an immediate and significant effect on the price and supply of oil. Prices of oil, NGLs, and natural gas can 
also be influenced by trading on the commodities markets which has increased the volatility associated with these prices, 
causing large differences in prices on even a weekly and monthly basis. 
Based on our production for the year ended December 31, 2023, a $0.10 per Mcf change in what we receive for our 
natural gas production, without the effect of derivatives, would cause a corresponding $0.2 million per month ($2.0 million 
annualized) change in our pre-tax operating cash flow. A $1.00 per barrel change in our oil price, without the effect of 
derivatives, would result in a $0.1 million per month ($1.0 million annualized) change in our pre-tax operating cash flow and a 
$1.00 per barrel change in our NGLs price, without the effect of derivatives, would result in a $0.1 million per month ($1.6 
million annualized) change in our pre-tax operating cash flow.
These factors and the volatile nature of the energy markets make it impossible to predict with any certainty the future 
prices of oil, NGLs, and natural gas.
Our derivative arrangements might limit the benefit of increases in oil, NGLs, and/or natural gas prices.
To reduce our exposure to short-term fluctuations in the price of oil, NGLs, and natural gas, we may use derivative 
contracts like swaps and collars. Derivative contracts may expose us to risk of financial loss and limit the benefit to us due to 
changes in market prices. Volumes not covered by derivative contracts are subject to market prices. 
As of December 31, 2023, we had no open derivative positions.
If oil, NGLs, and natural gas prices decrease or are unusually volatile, we may have to take write-downs of our oil and 
natural gas properties or the carrying value of our drilling rigs.
Each quarter we review the carrying value of our oil and natural gas properties under the SEC’s full cost accounting rules. 
Under these rules, capitalized costs of proved oil and natural gas properties may not exceed the present value of estimated 
future net revenues from proved reserves, discounted at 10% per year. Application of the ceiling test generally requires pricing 
future revenue at the unweighted arithmetic average of the price on the first day of the month for each month within the 12 
months before the end of the reporting period (unless contractual arrangements define the prices) and requires a write-down for 
accounting purposes if the ceiling is exceeded. We may have to write-down the carrying value of our oil and natural gas 
properties when oil, NGLs, and natural gas prices are depressed. A write-down, if required, would cause a charge to earnings 
but would not impact cash flow from operating activities. Once incurred, a write-down is not reversible. Because our ceiling 
tests use a rolling 12-month look back average price, it is possible that a write-down during a reporting period will not remove 
the need for us to take future write-downs. This could occur when months with higher commodity prices roll off the 12 months 
and are replaced with more recent months having lower commodity prices. 
Our drilling equipment and other property and equipment are carried at cost. We must periodically test to see if these 
values have been impaired whenever events or changes in circumstances suggest the carrying amount may not be recoverable. 
If these assets are determined to be impaired, the loss is measured as the amount by which the carrying amount of the asset 
exceeds its fair value. An estimate of fair value is based on the best information available, including prices for similar assets. 
Changes in these estimates could cause us to reduce the carrying value of the property, equipment, and related intangible assets. 
Once these values are reduced, they are not reversible.
RISKS RELATED TO OIL, NGL, AND NATURAL GAS RESERVES
Many uncertainties are inherent in estimating quantities of oil, NGLs, and natural gas reserves and their values, including 
factors beyond our control. Actual production, revenues, and expenditures regarding our oil, NGLs, and natural gas 
reserves will likely vary from estimates, and those variances may be material.
Many uncertainties are inherent in estimating quantities of oil, NGLs, and natural gas reserves and their values, including 
factors beyond our control. The oil, NGLs, and natural gas reserve information in this report is only an estimate of these 
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reserves. Oil, NGLs, and natural gas reservoir engineering is a subjective and inexact process of estimating underground 
accumulations of oil, NGLs, and natural gas that cannot be measured precisely. Estimates of economically recoverable oil, 
NGLs, and natural gas reserves depend on several variable factors, including historical production from the area compared with 
production from other producing areas, and assumptions about: reservoir size; the effects of regulations by governmental 
agencies; future oil, NGLs, and natural gas prices; future operating costs; severance and excise taxes; operational risks; 
development costs; and workover and remedial costs.
Some or all these assumptions may vary considerably from actual results. For these and other reasons, estimates of the 
economically recoverable quantities of oil, NGLs, and natural gas attributable to any group of properties, classifications of 
those oil, NGLs, and natural gas reserves based on the risk of recovery, and estimates of the future net cash flows from oil, 
NGLs, and natural gas reserves prepared by different engineers or by the same engineers but at different times may vary 
substantially. Oil, NGLs, and natural gas reserve estimates may be subject to periodic downward or upward adjustments. Actual 
production, revenues, and expenditures regarding our oil, NGLs, and natural gas reserves will likely vary from estimates, and 
those variances may be material.
The information about discounted future net cash flows in this report is not necessarily the current market value of the 
estimated oil, NGLs, and natural gas reserves attributable to our properties. Using full cost accounting requires us to use the 
unweighted arithmetic average of the commodity prices existing on the first day of each of the 12 months before the end of the 
reporting period to calculate discounted future revenues unless prices were otherwise determined under contractual 
arrangements. Actual future prices and costs may be materially higher or lower. Actual future net cash flows are also affected 
by these factors:
•
the amount and timing of oil, NGLs, and natural gas production;
•
supply and demand for oil, NGLs, and natural gas;
•
increases or decreases in consumption; and
•
changes in governmental regulations or taxation.
What’s more, the 10% discount factor, required by the SEC for calculating discounted future net cash flows for reporting 
purposes, is not necessarily the most appropriate discount factor based on interest rates in effect from time to time and the risks 
associated with our operations or the oil and natural gas industry.
Estimated quantities of oil, NGLs, and natural gas reserves and their values used to prepare our consolidated financial 
statements and supplemental oil and gas disclosures may differ from estimates used in other strategic or economic purposes.
As described above, the information about discounted future net cash flows in this report is not necessarily the current 
market value of the estimated oil, NGLs, and natural gas reserves attributable to our properties so estimates used by 
management for strategic or economic purposes may differ. 
RISKS RELATED TO FINANCING OUR BUSINESS
Our inability to satisfy our future debt obligations and covenants could result in our failure to meet our capital needs and 
adversely affect our operations. 
We may incur substantial capital expenditures in our operations. Historically, we have funded our capital needs through 
internally generated cash flows. As of December 31, 2023, we had no outstanding borrowings under our credit agreement. 
Depending on our debt, the cash flow needed to satisfy that debt and the covenants in our bank credit agreements could:
•
limit funds otherwise available for financing our capital expenditures, our drilling program, or other activities or cause 
us to curtail these activities;
•
limit our flexibility in planning for or reacting to changes in our business;
•
place us at a competitive disadvantage to those of our competitors less indebted than we are;
•
make us more vulnerable during periods of low oil, NGLs, and natural gas prices or if a downturn in our business 
occurs; and
•
prevent us from obtaining more financing on acceptable terms or limit amounts available under our existing or future 
credit facilities.
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Our ability to meet any future debt obligations depends on our future performance. If such obligations are not satisfied, a 
default could be deemed to occur, and our lenders could accelerate the payment of the outstanding indebtedness. See “Our long-
term liquidity requirements and the adequacy of our capital resources are difficult to predict” below.
Restrictive covenants in our credit facilities may limit our financial and operating flexibility and our ability to pursue our 
business strategies.
As of December 31, 2023, we had no outstanding borrowings under our credit agreement. Our financing agreement 
permits us to incur more indebtedness and other obligations. We may also seek amendments or waivers from our existing 
lenders if we need to incur indebtedness above amounts permitted by our financing agreement.
Our credit facility contains certain restrictions, which may have adverse effects on our business, financial condition, cash 
flows or results of operations, limiting our ability, among other things, to:
•
incur additional indebtedness;
•
incur additional liens;
•
make investments, loans, or advances;
•
sell or discount receivables;
•
enter into mergers;
•
sell properties;
•
enter into or terminate swap agreements;
•
enter into transactions with affiliates;
•
maintain gas imbalances;
•
enter into take-or-pay contracts or make other prepayments;
•
enter into sale and leaseback agreements;
•
amend our organizational documents; and
•
make capital expenditures.
The credit facility also requires us to comply with certain financial maintenance covenants as discussed elsewhere in this 
report.
A breach of any of these restrictive covenants could cause a default. If a default occurs, the lenders under our credit 
facility may elect to declare all borrowings outstanding, together with accrued interest and other fees, to be immediately due. 
The lenders would also have the right in that case to terminate any commitments they have to provide more borrowings. If we 
cannot repay our indebtedness when due or declared due, the lenders may also proceed against the collateral pledged to secure 
the indebtedness. If the indebtedness was accelerated, our assets might not fully repay our secured indebtedness.
Disruptions in the financial markets could affect our ability to obtain financing or refinance existing indebtedness on 
reasonable terms and may have other adverse effects.
Commercial-credit and equity market disruptions may cause tight capital markets in the United States. Liquidity in the 
global capital markets can be severely contracted by market disruptions making financing less attractive. In some cases, it leads 
to the unavailability of certain types of financing. Because of credit and equity market turmoil, we may not obtain debt or equity 
financing or refinance existing indebtedness on favorable terms, which could affect operations and financial performance.
Our ability to declare and pay dividends and repurchase shares is subject to certain considerations.
Dividends and share repurchases are authorized and determined by our Board of Directors in its sole discretion and 
depend upon a number of factors, including the Company’s financial results, cash requirements, and future prospects, as well as 
other factors deemed relevant by our Board of Directors. We can provide no assurance that we will continue to pay dividends at 
the current rate or at all or authorize share repurchases. Any elimination of, or reduction to, our dividend payout or share 
repurchase program could have an adverse effect on the market price of our common stock.
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RISKS RELATED TO OPERATING OUR BUSINESS
Increasing attention to environmental, social and governance (ESG) matters may adversely impact our business.
Organizations that provide information to investors on corporate governance and related matters have developed ratings 
processes for evaluating companies on their approach to ESG matters. Such ratings are used by some investors to evaluate their 
investment and voting decisions. Unfavorable ESG ratings may lead to increased negative investor sentiment toward us and to 
the diversion of their investment away from the fossil fuel industry to other industries which could have a negative impact on  
our stock price and our access to and costs of capital.
Public health events outside our control, including pandemics, epidemics, and infectious disease outbreaks may materially 
hurt our business.
We face risks related to epidemics, pandemics, outbreaks, or other public health events outside our control that could 
disrupt our operations and hurt our financial condition. It is difficult to predict the timing, frequency or severity of such events 
or how such frequency or severity may change. Any such events could have a material adverse effect on our results of 
operations or financial condition.
The industries in which we operate are highly competitive, and many of our competitors have resources more significant 
than we do.
The drilling industry in which we operate is generally very competitive. Most drilling contracts are awarded based on 
competitive bids, which may cause intense price competition. Some of our competitors in the contract drilling industry have 
greater financial and human resources than we do. These resources may enable them to withstand periods of low drilling rig use 
better, compete more effectively based on price and technology, build new drilling rigs, or acquire existing drilling rigs, and 
provide drilling rigs more quickly than we do in periods of high drilling rig use.
The oil and natural gas industry is also highly competitive. We compete in property acquisitions and oil and natural gas 
exploration, development, production, and marketing with major oil companies, other independent oil and natural gas concerns, 
and individual producers and operators. Many of our competitors in the oil and natural gas industry have resources substantially 
greater than we do.
Competition for experienced technical personnel may hurt our operations or financial results.
Our segments’ success and the success of our other activities integral to our operations will depend, in part, on our ability 
to attract and retain experienced geologists, engineers, drilling rig hands, and other employees. Competition for these 
employees can be intense, particularly when the industry is experiencing favorable conditions.
Our operations are subject to inherent risks that, if material, could harm our results of operations.
Our contract drilling operations are subject to many hazards, including blowouts, cratering, explosions, fires, loss of well 
control, loss of hole, damaged or lost drilling equipment, and damage or loss from inclement weather. Our exploration and 
production operations are subject to these and similar risks. These events could cause personal injury or death, damage to or 
destruction of equipment and facilities, suspension of operations, environmental damage, and damage to others’ property. 
Generally, drilling contracts provide for the division of responsibilities between a drilling company and its customer. We seek 
to obtain contractual indemnification from our drilling customers for some of these risks. If we cannot transfer these risks to 
drilling customers by contract or indemnification agreements (or if we assume obligations of indemnity or assume liability for 
certain risks under our drilling contracts), we seek protection from some of these risks through insurance. Still, some risks are 
not covered by insurance. We cannot assure you that the insurance we have or the indemnification agreements we have will 
adequately protect us against liability from the consequences of the hazards described above. An event not fully insured or 
indemnified against, or a customer’s failure to meet its indemnification obligations, could cause substantial losses. We cannot 
assure you that insurance will be available to cover any or all of these risks. Even if available, the insurance might not be 
adequate to cover all of our losses, or we might decide against obtaining that insurance because of high premiums or other 
costs.
Our exploration and development operations involve many risks that may cause dry holes, the failure to produce oil, 
NGLs, and natural gas in commercial quantities, and the inability to fully produce discovered reserves. The cost of drilling, 
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completing, and operating wells is substantial and uncertain. Many of these factors are beyond our control and may cause the 
curtailment, delay, or cancellation of drilling operations.
Exploratory drilling is a speculative activity. Although we may disclose our overall drilling success rate, those rates may 
decline. Although we may discuss drilling prospects we have identified or budgeted for, we may ultimately not lease or drill 
these prospects within the expected period, or at all. Lack of drilling success will hurt our future results of operations and 
financial condition. We do not operate many wells in which we own an interest. Our operational risks for those wells and our 
ability to influence those wells’ operations are less subject to our control and the operators of those wells may act in ways not in 
our best interests.
Our oil and natural gas segment’s prospective drilling locations are in various evaluation stages, ranging from a prospect 
ready to drill to a prospect that will require additional geological and engineering analysis. Based on many factors, including 
future oil, NGLs, natural gas prices, the generation of additional seismic or geological information, and other factors, we may 
decide not to drill one or more of these prospects. We may not increase or maintain our reserves or production, which could 
hurt our business, financial position, and operating results. The SEC’s reserve reporting rules require that, subject to limited 
exceptions, proved undeveloped reserves may be booked only if they relate to wells scheduled to be drilled within five years of 
booking. At December 31, 2023, we had no proved undeveloped drilling locations. 
New technologies may cause our exploration and drilling methods to become obsolete, causing an adverse effect on our 
production.
Our industry is subject to rapid and significant technological advancements, including the introduction of new products 
and services using new technologies. As competitors use or develop new technologies, we may be at a competitive 
disadvantage, and competitive pressures may force us to implement new technologies at a substantial cost. In addition, our 
competitors may have greater financial, technical, and personnel resources that allow them to enjoy technological advantages 
and may allow them to implement new technologies before we can. We cannot be sure that we can implement technologies 
timely or at an acceptable cost. One or more technologies we use or that we may implement may become obsolete or may not 
work as we expected, and we may be hurt financially and operationally as a result.
Our operating results depend on our ability to transport oil, NGLs, and gas production to key markets.
The marketability of our oil, NGLs, and natural gas production depends in part on the availability, proximity, and 
capacity of pipeline systems, refineries, and other transportation sources. The unavailability of or lack of capacity on these 
systems and facilities could cause the shut-in of producing wells or the delay or discontinuance of development plans for 
properties. Federal and state regulation of oil, NGLs, and natural gas production and transportation, tax, and energy policies, 
changes in supply and demand, pipeline pressures, damage to or destruction of pipelines, and general economic conditions 
could hurt our ability to produce, gather, and, transport oil, NGLs, and natural gas.
Losing one or several of our larger customers could have a material adverse effect on our financial condition and results of 
operations.
During the year ended December 31, 2023, three customer accounted for 45% of our oil and natural gas revenue and four 
customers accounted for 69% of our contract drilling revenues. No other third-party customer accounted for 10% or more of 
any of our segment revenues. Any customer may choose not to use our services or purchase oil, natural gas, or NGLs from us, 
and losing one or several of our larger customers could have a material adverse effect on our financial condition and results of 
operations if we could not find replacements.
We rely on management and other key employees.
We depend significantly on the efforts of our executive officers and other key employees to manage our operations. The 
loss or unavailability of any of our executive officers or other key employees could have a material adverse effect on our 
business.
We are subject to various claims and litigation that could ultimately be resolved against us, requiring material future cash 
payments or future material charges against our operating income, and materially impairing our financial position.
The nature of our business makes us highly susceptible to claims and litigation. We are subject to various existing legal 
claims and lawsuits, which could have a material adverse effect on our consolidated financial position, results of operations, or 
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cash flows. Even if indemnified or insured, any claims or litigation could hurt our reputation among our customers and the 
public and make it harder for us to compete effectively or obtain adequate insurance in the future.
Demand for our contract drilling services depends on the levels of spending by the oil and gas industry. A substantial or an 
extended decline in oil and gas prices could cause lower spending by the oil and gas industry, which could have a material 
adverse effect on our financial condition, results of operations, and cash flows.
Demand for our contract drilling services depends on the oil and gas industry’s level of expenditures for the exploration, 
development, and production of oil and natural gas reserves. These expenditures generally depend on the industry’s view of 
future oil and natural gas prices and are sensitive to the industry’s view of future economic growth and the resulting effect on 
demand for oil and natural gas. Declines and anticipated declines in oil and gas prices could also cause project modifications, 
delays, or cancellations, general business disruptions, and delays in payment of, or nonpayment of, amounts owed to us. These 
effects could have a material adverse effect on our financial condition, results of operations, and cash flows.
Climate change legislation or other regulatory initiatives restricting emissions of greenhouse gases (GHGs) could result in 
increased operating costs and reduced demand for the oil, natural gas and NGLs we produce.
Climate change continues to attract considerable public and scientific attention. As a result, numerous proposals have 
been made and may continue to be made at the international, national, regional and state levels of government to monitor and 
limit emissions of GHGs. These efforts have included consideration of cap-and-trade programs, carbon taxes, GHG reporting 
and tracking programs, mandates for the production of renewable fuels, and regulations that directly limit GHG emissions from 
certain sources. At the federal level, no comprehensive climate change legislation has been implemented to date. The EPA has, 
however, adopted regulations that, among other things, establish construction and operating permit reviews for GHG emissions 
from certain large stationary sources, and together with the U.S. Department of Transportation, implement GHG emissions 
limits on vehicles manufactured for operation in the United States. For more information, see our regulatory disclosure titled 
“Air Emissions.”
The adoption and implementation of new or more stringent international, federal or state legislation, regulations or other 
regulatory initiatives that impose more stringent standards upon GHG emissions from the oil and natural gas sector could result 
in increased costs of compliance. Concerns related to the impacts of climate change could also result in reduced demand for oil 
and natural gas and adversely impact the value of reserves. In addition, increased financial scrutiny of climate risks could result 
in restrictions on our access to capital. Moreover, there are increasing risks to operations resulting from the potential physical 
impacts of climate change, such as drought, wildfires, damage to infrastructure and resources from flooding, storms, and other 
natural disasters and other physical disruptions. One or more of these developments could have a material adverse effect on our 
business, financial condition and results of operations.
Geopolitical tensions, including the conflict between Russia and Ukraine, may create market volatility or other disruptions 
which could negatively impact our ability to carry out our business plan.   
Although we have no direct transactional or supply chain exposure to current areas of conflict, including the conflict 
between Russia and Ukraine, related geopolitical and economic responses could significantly impact the global financial 
markets and supply chains, or cause other disruptions which could negatively impact our business plan and operations
Ineffective internal controls could affect the accuracy and timely reporting of our business and financial results.
Our internal control over financial reporting (ICFR) may not prevent or detect misstatements because of its inherent 
limitations, including the possibility of human error, the circumvention or overriding of controls, or fraud. Even effective 
internal controls can provide only reasonable assurance about the preparation and fair presentation of financial statements. If we 
do not maintain our internal controls’ adequacy, including any failure to implement needed new or improved controls, or if we 
experience difficulties in their implementation, our business and financial results could be harmed, and we could fail to meet 
our financial reporting obligations. 
RISKS TO OUR POTENTIAL GROWTH PLANS
Our long-term liquidity requirements and the adequacy of our capital resources are difficult to predict.
Any growth plans may require significant cash. Our principal sources of liquidity include the cash flows generated from 
operations and available borrowing capacity. If our cash flows from operations decrease, we may be unable to expend the 
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capital to maintain our operations, hurting our future revenues. Our liquidity, including our ability to meet our ongoing 
operational obligations, depends on, among other things: (i) our ability to comply with the terms credit facility, (ii) our ability to 
maintain adequate cash on hand, and (iii) our ability to generate cash flow from operations.
Growth through acquisitions is not assured.
The contract land drilling industry and the exploration and development industry have experienced significant 
consolidation over the past several years. There is no assurance that acquisition opportunities will be available or viable. Even if 
available, there is no assurance we would have the financial ability to pursue the opportunity. We expect the competition for 
acquisition opportunities to persist or intensify.
We may incur substantial indebtedness to finance future acquisitions and may issue debt instruments, equity securities, or 
convertible securities in connection with any acquisitions. Debt service requirements could represent a significant burden on our 
operations and financial condition and issuing more equity would be dilutive to existing shareholders. Growth from mergers or 
acquisitions could strain our management, operations, employees, and other resources.
Successful acquisitions, particularly those of oil and natural gas companies or oil and natural gas properties, require 
assessing several factors, many of which are beyond our control. These factors include recoverable reserves, exploration 
potential, future oil, NGLs, and natural gas prices, operating costs, and potential environmental and other liabilities. Such 
assessments are inexact, and their accuracy is inherently uncertain.
Our future performance may depend on our ability to find or acquire more oil, NGLs, and natural gas reserves that are 
economically recoverable.
Production from oil and natural gas properties declines as reserves are depleted, with a well's decline rate depending on 
reservoir characteristics. Unless we replace the reserves we produce, our reserves will decline, resulting in a decrease in oil, 
NGLs, and natural gas production and lower revenues and cash flow. Historically, we have increased reserves after considering 
our production through exploration and development. We have conducted these activities on our existing oil and natural gas 
properties and newly acquired properties. We may not be able to continue to replace reserves from these activities at acceptable 
costs. Lower prices for oil, NGLs, and natural gas may further limit the reserves that can economically be developed. Lower 
prices also decrease our cash flow and may cause us to decrease capital expenditures.
If we are to construct new proprietary BOSS drilling rigs, the process would be subject to risks, including delays and cost 
overruns, and rigs that may not meet our expectations.
We have designed and built several proprietary 1,500 horsepower AC electric drilling rigs called BOSS drilling rigs. This 
design positions us to meet the demands of our customers better. Constructing any future new BOSS drilling rigs is subject to 
the risks of delays or cost overruns in any large construction project because of many possible factors. In addition, future capital 
expenditures may be required in order to better meet the needs of our customers and remain competitive within the market.
BOSS drilling rig designs may be subject to intellectual property rights claims.
While we hold certain patents on our BOSS drilling rig design, it is possible that third parties may claim that our BOSS 
drilling rig design infringes on their intellectual property rights. In that event, we may resolve these claims by signing royalty 
and licensing agreements, redesigning the drilling rig, or paying damages. These outcomes may cause operating margins to 
decline. In addition to money damages, plaintiffs may seek injunctive relief in some jurisdictions that may limit or prevent 
marketing and use of our drilling rigs if they are determined to be an infringement upon a third party's intellectual property 
rights.
RISKS RELATED TO REGULATIONS
New laws, policies, regulations, rulemaking, and oversight, as well as changes to those currently in effect, could adversely 
impact our earnings, cash flows, and operations.
Our business is subject to federal, state, and local laws and regulations on taxation, the exploration for and development, 
production, and marketing of oil and natural gas, and safety matters. Many laws and regulations require drilling permits and 
govern the spacing of wells, production rates, prevention of waste, unitization and pooling of properties, and other matters. 
These laws and regulations have increased the costs of planning, designing, drilling, installing, operating, and abandoning our 
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oil and natural gas wells and other facilities. These laws and regulations, and any others passed by the jurisdictions where we 
have production, could limit the number of wells drilled or the allowable production from successful wells, limiting our 
revenues.
We are (or could become) subject to complex environmental laws and regulations adopted by the jurisdictions where we 
own properties or operate. We could incur liability to governments or third parties for discharges of oil, natural gas, or other 
pollutants into the air, soil, or water, including responsibility for remedial costs. We could discharge these materials into the 
environment in many ways, including:
•
from a well or drilling equipment at a drill site;
•
from gathering systems, pipelines, transportation facilities, and storage tanks;
•
damage to oil and natural gas wells resulting from accidents during normal operations; 
•
sabotage; and
•
blowouts, cratering, and explosions.
Because the requirements imposed by laws and regulations often change, we cannot assure you that future laws and 
regulations, including changes to existing laws and regulations, will not have a material adverse effect on our business or results 
of operations. The United States Congress and White House administration may impose more stringent environmental 
requirements on our operations or change existing laws and regulations in a manner that could adversely impact our business. 
Stricter standards, greater regulation, and more extensive permit requirements could increase our future risks and costs related 
to environmental matters. Because we acquire interests in properties operated in the past by others, we may be liable for 
environmental damage caused by the former operators, which liability could be material.
Emissions regulations or legislation, including the Inflation Reduction Act of 2022, could accelerate the transition away 
from fossil fuels and increase the costs of our operations.
On August 16, 2022, President Biden signed a budget reconciliation measure commonly referred to as the “Inflation 
Reduction Act of 2022” (IRA). The IRA contains incentives for the development of renewable energy, clean hydrogen, clean 
fuels, electric vehicles and supporting infrastructure and carbon capture and sequestration, among other provisions. These 
incentives could accelerate the transition away from the use of fossil fuels, which could decrease demand for oil and natural gas 
having an adverse impact on our business. 
The IRA also includes a charge on methane emissions, which is the first ever federal fee on emissions through a methane 
emissions charge. Facilities required to report their GHG emissions to the EPA, which includes our facilities, will be assessed a 
fee of $900 per metric ton of methane in 2024, increasing to $1,500 per metric ton for 2026 and each year thereafter. These new 
fees and the related compliance and monitoring costs could increase the costs of our operations.
Proposed federal and state legislative and regulatory initiatives relating to hydraulic fracturing could cause increased costs 
and additional operating restrictions or delays.
Hydraulic fracturing is an essential and common practice in the oil and gas industry used to stimulate the production of 
oil, natural gas, and associated liquids from dense subsurface rock formations. Our oil and natural gas segment routinely applies 
hydraulic-fracturing techniques to many of our oil and natural gas properties, including our plays in Texas and Oklahoma. 
Hydraulic-fracturing involves using water, sand, and certain chemicals to fracture the hydrocarbon-bearing rock formation to 
allow hydrocarbons’ flow into the wellbore. State oil and natural gas commissions process typically regulate this process, but 
the EPA has asserted federal regulatory authority over certain hydraulic fracturing activities involving diesel under the Safe 
Drinking Water Act and published permitting guidance addressing the performance of such activities. The EPA has  also 
finalized rules under the Clean Water Act in June 2016 that prohibit the discharge of wastewater from hydraulic fracturing 
operations to publicly owned wastewater treatment plants. Separately, in December 2016, the EPA released its final report on 
the potential impacts of hydraulic fracturing on drinking water resources. The final report concluded that certain activities 
associated with hydraulic fracturing may impact drinking water resources under certain limited circumstances.
Some states where we operate, including Texas and Oklahoma, have adopted, and other states are considering adopting, 
regulations that could impose more stringent permitting, public disclosure of fracking fluids, waste disposal, and well 
construction requirements on hydraulic-fracturing operations or otherwise seek to ban fracturing activities altogether. Local 
governments may also seek to restrict or prohibit well-drilling, hydraulic fracturing, or both. If state, local, or municipal legal 
restrictions are adopted in areas where we are conducting or plan to conduct operations, we may incur added costs to comply 
with such requirements that may be significant, experience delays or curtailment pursuing exploration, development, or 
production activities, and perhaps even be precluded from the drilling and completion of wells.
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In addition, our ability to produce crude oil, natural gas, and associated liquids economically and in commercial quantities 
could be impaired if we cannot get adequate supplies of water for our drilling and completion operations or cannot dispose of or 
recycle the water we use at a reasonable cost and under applicable environmental rules. Any new laws, regulation, or permitting 
requirements regarding hydraulic fracturing could lead to operational delays, or increased operating costs or third party or 
governmental claims, and could result in additional burdens that could delay or limit the drilling services we provide to third 
parties whose drilling operations could be affected by these regulations or increase our costs of compliance and doing business 
and delay the development of unconventional gas resources from shale formations which are not commercial without using 
hydraulic fracturing. Restrictions on hydraulic fracturing could also reduce the oil and natural gas we can ultimately produce 
from our reserves.
To our knowledge, there have been no citations, suits, or contamination of potable drinking water arising from our 
fracturing operations. We do not have insurance policies in effect intended to supply coverage for losses solely related to 
hydraulic fracturing operations, but our general liability and excess liability insurance policies might cover third-party claims 
related to hydraulic fracturing operations and associated legal expenses depending on the specific nature of the claims, the 
timing of the claims, and the specific terms of such policies.
Uncertainty about increased seismic activity in Oklahoma could have adverse effect on our business and results of 
operations.
We conduct oil and natural gas exploration, development, and drilling activities in Oklahoma and nearby. In recent years, 
Oklahoma, Texas, and Kansas have experienced an upturn in earthquakes and other seismic activity. Some parties believe there 
is a correlation between certain oil and gas activities and earthquakes’ increased occurrence. The extent of this correlation is the 
subject of studies by both state and federal agencies, the results of which remain unclear. We cannot say what impact this 
seismic activity may have on us or our industry.
The hydraulic fracturing process on which we depend to produce commercial quantities of crude oil, natural gas, and 
associated NGLs from many reservoirs requires the use and disposal of significant water quantities.
Our inability to secure enough water or dispose of or recycle the water used in our oil and natural gas segment operations 
could hurt our operations. Imposing new environmental initiatives and regulations could include restrictions on our ability to 
conduct certain operations such as hydraulic fracturing or disposal of wastes, including, but not limited to, produced water, 
drilling fluids, and other wastes associated with the exploration, development, or production of oil and natural gas.
Compliance with environmental regulations and permit requirements governing the withdrawal, storage and, use of 
surface water or groundwater necessary for hydraulic fracturing of wells may increase our operating costs and cause delays, 
interruptions, or termination of our operations, the extent of which cannot be predicted, all of which could hurt our operations 
and financial condition.
The potential listing of species as “endangered” under the federal Endangered Species Act could cause increased costs and 
new operating restrictions or delays on our operations and of our customers, which could hurt our operations and financial 
results. 
The ESA and similar state laws regulate various activities, including oil and gas development, which could harm species 
listed as threatened or endangered under the ESA or their habitats. Designating previously unidentified endangered or 
threatened species could cause oil and natural gas exploration and production operators and service companies to incur added 
costs or become subject to operating delays, restrictions, or bans in affected areas, which impacts could reduce drilling activities 
in affected areas. All of our business segments could be subject to the effect of one or more species being listed as threatened or 
endangered within the areas of our operations. Many species have been listed or are under consideration for protected status in 
areas we operate or could undertake operations, such as the dunes sagebrush lizard, lesser prairie chicken, and greater sage 
grouse.
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RISKS RELATED TO TERRORIST ATTACKS OR CYBER-ATTACKS
Terrorist attacks or cyber-attacks could have a material adverse effect on our business, financial condition, or results of 
operations. 
Terrorist attacks or cyber-attacks may affect the energy industry and economic conditions, including our operations and 
our customers, general economic conditions, consumer confidence and spending, and market liquidity. Strategic targets, such as 
energy-related assets, may be at greater risk of future attacks than other United States targets. A cyber incident could cause 
information theft, data corruption, operational disruption, and financial loss. Our insurance may not protect us against such 
occurrences. It is possible that any of these occurrences, or a combination of them, could have a material adverse effect on our 
business, financial condition, and results of operations. 
We are increasingly dependent on digital technologies, including information systems, infrastructure, and cloud 
applications and services, to operate our businesses, process and record financial and operating data, communicate with our 
employees and business partners, analyze seismic and drilling information, estimate quantities of natural gas reserves, and 
perform other activities related to our businesses. Our business partners, including vendors, service providers, and financial 
institutions, also depend on digital technology. 
As dependence on digital technologies has increased, cyber incidents, including deliberate attacks or unintentional events, 
have also increased. A cyber-attack could include gaining unauthorized access to digital systems to misappropriate assets or 
sensitive information, corrupting data, or causing operational disruption, or result in denial-of-service on websites. 
Our technologies, systems, networks, and those of our business partners may become the target of cyber-attacks or 
information security breaches that could cause the unauthorized release, gathering, monitoring, misuse, loss, or destruction of 
proprietary and other information, or other disruption of our business operations. Some cyber incidents, like surveillance, may 
remain undetected for a long time. 
Deliberate attacks on our assets, or security breaches in our systems or infrastructure, the systems or infrastructure of 
third-parties or the cloud could lead to corruption or loss of our proprietary data and potentially sensitive data, delays in 
production or delivery, difficulty completing and settling transactions, challenges in maintaining our books and records, 
environmental damage, communication interruptions, other operational disruptions, and third-party liability, including: 
•
a cyber-attack on a vendor or service provider could cause supply chain disruptions, which could delay or halt the 
development of more infrastructure, effectively delaying the start of cash flows from the project; 
•
a cyber-attack on our facilities may cause equipment damage or failure; 
•
a cyber-attack on mid-stream or downstream pipelines could prevent our products from being delivered, leading to 
losing revenues; 
•
a cyber-attack on a communications network or power grid could cause operational disruption resulting in loss of 
revenues; 
•
deliberate corruption of our financial or operational data could cause events of non-compliance leading to regulatory 
fines or penalties; and 
•
business interruptions could cause expensive remediation efforts, the distraction of management, or damage to our 
reputation. 
Implementation of various controls and processes to monitor and mitigate security threats and increase security for our 
information, facilities and infrastructure are costly and labor-intensive. There can be no assurance that such measures will 
prevent security breaches from occurring. As cyber threats continue to evolve, we may have to spend significant additional 
resources to modify or enhance our protective measures or investigate and remediate any information security vulnerabilities. 
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RISKS RELATED TO OWNERSHIP OF OUR CAPITAL STOCK
Holders of the New Common Stock and Warrants could be subject to U.S. federal withholding tax and/or U.S. federal 
income tax and corresponding tax reporting obligations on the sale, exchange, or other disposition of the New Common 
Stock and Warrants, which could adversely affect the trading and liquidity of the New Common Stock and Warrants.
The Company believes that it is, and will remain for the foreseeable future, a “U.S. real property holding corporation” for 
U.S. federal income tax purposes. Under the Foreign Investment in Real Property Tax Act (FIRPTA), non-U.S. holders may be 
subject to U.S. federal income tax on the gain from the sale, exchange, or other disposition of shares of New Common Stock 
and Warrants, in which case they would also have to file U.S. federal income tax returns about that gain and may be subject to a 
U.S. federal withholding tax on a disposition of shares of New Common Stock and Warrants. Whether these FIRPTA 
provisions apply depends on the amount of New Common Stock or Warrants that the non-U.S. holders hold and whether, when 
they dispose of their New Common Stock or Warrants, the New Common Stock is treated as regularly traded on an established 
securities market under the Treasury Regulations (regularly traded).
If the New Common Stock is regularly traded during a calendar quarter, (A) no withholding requirements would be 
imposed under FIRPTA on transfers of New Common Stock or Warrants and (B) only a non-U.S. holder who has held, actually 
or constructively, (i) over 5% of New Common Stock or (ii) Warrants with a fair market value greater than 5% of the New 
Common Stock into which it is convertible, in each case at any time during the shorter of (x) the five years ending on the date 
of disposition, and (y) the non-U.S. holder’s holding period for its shares of New Common Stock or Warrants, would be subject 
to U.S. federal income tax on the sale, exchange, or disposition of such shares of New Common Stock or Warrants during such 
calendar quarter under FIRPTA. 
If during any calendar quarter the New Common Stock is not regularly traded, any purchaser of New Common Stock or 
Warrants generally will have to withhold (and remit to the Internal Revenue Service (IRS)) 15% of the gross proceeds from the 
sale of the New Common Stock or Warrants unless provided with a certificate of non-foreign status or an IRS withholding 
certificate from the seller. Because the New Common Stock and Warrants were issued in book-entry form through the 
Depository Trust Company (DTC), sellers may not provide the necessary documentation to the purchasers to establish an 
exemption from withholding. Additionally, the purchasers may not withhold from the purchase price and remit the withheld 
amount to the IRS if they cannot obtain the sellers’ identifying information. It may be difficult or impossible to complete a 
transfer in compliance with tax laws in any calendar quarter when the New Common Stock is not regularly traded. 
Our New Common Stock is currently quoted on the OTCQX® Best Market and may be treated as regularly traded during 
any calendar quarter in which it is regularly quoted on one of the OTC markets by brokers or dealers making a market in the 
New Common Stock. But no assurances can be given that brokers or dealers will regularly quote the New Common Stock on 
such OTC market. If the New Common Stock is not regularly traded, the trading and liquidity of the New Common Stock and 
Warrants could be hurt because of the withholding and other tax obligations under FIRPTA. 
Our New Common Stock may have a limited market and lack liquidity.
While our New Common Stock is being quoted on the OTCQX® Best Market, the OTCQX® Best Market is a more 
limited market than the NYSE or The Nasdaq Stock Market. The quotation of our shares on such a marketplace may cause a 
less liquid market available for existing and potential shareholders to trade shares of our New Common Stock, depress the 
trading price of our New Common Stock, and have a long-term adverse impact on our ability to raise capital. There can be no 
assurance there will be an active market for our shares of New Common Stock, either now or in the future, or that shareholders 
can liquidate their investment or liquidate it at a price that reflects the business’ value.
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Our charter and by-laws contain provisions that could delay or discourage a change in control transaction or prevent 
shareholders from receiving a premium on their investment.
Our charter and bylaws contain provisions that may delay or discourage change in control transactions or changes in our 
management or transactions that our shareholders might otherwise deem to be in their best interests or that might result in a 
premium over the market price for our shares, including, among other things:
•
For so long as we do not have a class of securities registered under Section 12 of the Exchange Act, until the earlier to 
occur of (x) the Consenting Noteholders (as defined in the Plan) ceasing to hold at least 50% of the outstanding voting 
stock and (y) a public offering of common stock having occurred and shares of the Company’s common stock with a 
value of at least $250.0 million having been listed for trading on a national securities exchange, the Company cannot 
take certain actions without the consent of holders of at least 50% of the voting stock. Such actions include, among 
other things and subject to certain exceptions, (i) increasing or decreasing the size of the Board of Directors, (ii) 
undertaking any fundamental change to the nature of the business, or (iii) consummating a public offering of common 
stock.
•
The Board of Directors is divided into two classes, Group I and Group II. The current Group I directors will serve until 
the Company’s 2025 annual meeting of stockholders, and the current Group II directors will serve until the Company’s 
2024 annual meeting of shareholders. Each nominee for director will stand for election to a two-year term expiring at 
the second annual meeting of stockholders after that director’s election and until such director’s successor is duly 
elected and qualified, subject to that director’s earlier resignation, retirement, removal from office, death, or 
incapacity.
•
Courts in Delaware are the exclusive forum for derivative actions and certain other actions and claims. 
•
To ensure the preservation of certain tax attributes to benefit the Company and its shareholders, the charter contains 
certain restrictions on transfer of the Company’s equity securities by persons with a percentage stock ownership of 
4.75% or more.
•
Special meetings of the shareholders may only be called by the Board of Directors or by the secretary of the Company 
at the written request of shareholders owning at least 25% of the voting stock.
•
The Board of Directors has the ability to authorize undesignated preferred stock. This ability makes it possible for our 
Board of Directors to issue, without stockholder approval, preferred stock with voting or other rights or preferences 
that could impede the success of any attempt to change control of us.
•
Vacancies on our Board of Directors and newly created directorships will be filled solely by the affirmative vote of a 
majority of the remaining directors then in office, even if less than a quorum, or by a sole remaining director.
•
Advance notice requirements for nominations for election to the Board of Directors and business to be brought by 
shareholders before any annual meeting of shareholders.
Part D. Management Structure and Financial Information
The Name of the Chief Executive Officer, Members of the Board of Directors, as well as Control Persons
A.
Officers and Directors 
Information About Our Executive Officers
The table below and accompanying text sets forth certain information as of March 14, 2024, concerning each of our 
executive officers and certain officers of our subsidiaries. There were no arrangements or understandings between any of the 
officers and any other person(s) under which the officers were elected.
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28

Name
Age
Positions Held
Phil Frohlich
69
Director since September 3, 2020, Chief Executive Officer since April 1, 2023
Andrew E. Harding
46
Vice President, Secretary, and General Counsel since October 27, 2020, Associate General Counsel from 
March 2005 to October 27, 2020, Staff Attorney from August 2004 to March 2005
Thomas D. Sell
59
Chief Financial Officer since June 23, 2021; Chief Accounting Officer from December 31, 2020 to 
September 30, 2023; Interim Chief Financial Officer from October 22, 2020 to June 23, 2021
Christopher K. 
Menefee
46
President - Unit Drilling Company since November 9, 2020
Karl Bode
65
Sr. Vice President, Business Development - Unit Petroleum Company since January 1, 2019
Mr. Frohlich was named to the Board of Directors on September 3, 2020. He has served as interim Chief Executive 
Officer of the Company since April 1, 2023.  He founded Prescott Capital Management in 1992 and has been serving as 
Managing Partner since.  The Oklahoma-based hedge fund focuses on small and mid-cap stocks.  Mr. Frohlich was formerly 
president of Tulsa-based Siegfried Companies Inc. and a tax principal with what is now the international accounting firm Ernst 
& Young.  He received a B.B.A. in Economics from the University of Oklahoma in 1976, an M.B.A. at the University of Texas 
at Austin in 1980, and a J.D. from the University of Tulsa in 1993.
Mr. Harding joined Unit in August 2004 as a Staff Attorney. In March 2005, he was promoted to the position of 
Associate General Counsel. In October 2020, he was promoted to Vice President, General Counsel, and Secretary. Mr. Harding 
received his Bachelor of Business Administration from Baylor University in 2001, and his Juris Doctorate from the University 
of Tulsa College of Law in 2004. He is a member of the Oklahoma Bar Association. He is also a member of the Petroleum 
Alliance of Oklahoma board of directors and is chairman of the legal committee. 
Mr. Sell joined Unit in October 2020 as Interim Chief Financial Officer. In December 2020, he also become Chief 
Accounting Officer ("CAO"), and in June 2021 he became Chief Financial Officer, CAO and Controller. From March 2020 to 
October 2020, he was the Chief Financial Officer for Montereau, Inc., a retirement community. From 2016 to March 2020, Mr. 
Sell served as Chief Accounting Officer and Controller for SemGroup Corporation, a gathering, transportation, storage, 
distribution, marketing and other midstream services company. From 1996 to 2016, Mr. Sell was with Williams Companies, 
Inc., where he held several different management positions in finance and accounting. Mr. Sell was with Deloitte & Touche 
from 1987 to 1996. Mr. Sell received his Bachelor of Science in Accounting from Oral Roberts University, where he graduated 
magna cum laude. He is a certified public accountant.
Mr. Menefee was appointed President of Unit Drilling Company in November 2020. He most recently served as Senior 
Vice President, Business Development at Independence Contract Drilling, Inc., an onshore oil and gas contract drilling services 
company, from May 2012 to April 2020. Before that, he spent over 15 years at Rowan Companies, Inc. where he held many 
operational and management roles, including the Director of Marketing from 2006 to 2012. Mr. Menefee graduated from The 
University of Mississippi in Oxford with a Bachelor of Arts in Psychology. He holds a graduate certificate in corporate finance 
from the Cox School of Business at Southern Methodist University.
Mr. Bode joined Unit in November 2012 as Manager of Non-Operated Properties.  In 2014 he was promoted to Chief 
Engineer.  In 2017 he was promoted to the position of Vice-President and subsequently was promoted to position of Sr. Vice-
President in 2019.  Mr. Bode received a Bachelor of Science degree in Petroleum Engineering from the University of Tulsa in 
1981 and earned a Certified Public Accounting license in 1999.   Prior to Unit, Mr. Bode held various engineering, accounting 
and management positions at QEP Resources, Kaiser-Francis Oil Company, Samson Resources Company and Chevron, USA.       
Information About Our Directors
The table below and accompanying text sets forth certain information as of March 14, 2024, concerning each member of 
our Board of Directors (the "Board"). There is currently a vacancy in Group 1.
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29

Name
Age
Director 
Since
Group
Committees of
the Board
Term
Expires
Primary Occupation
Robert R. Anderson
66
2020
II
2024
Executive, GBK Corporation, Tulsa, 
Oklahoma
Alan J. Carr
53
2020
II
Compensation (Chair)
Strategic Transactions
2024
Chief Executive Officer, Drivetrain, 
LLC, New York City, New York
Phil Frohlich
69
2020
II
Audit
2024
Managing Partner, Prescott Capital 
Management, Tulsa, Oklahoma
Steven B. Hildebrand
69
2008
I
Audit (Chair)
Strategic Transactions
2025
Investments, Tulsa, Oklahoma
Philip B. Smith
72
2020
II
2024
President, Chief Executive Officer and 
Chairman of the Board, Unit 
Corporation, Tulsa, Oklahoma
Andrei Verona
45
2020
I
Strategic Transactions (Chair)
Audit, Compensation
2025
Spectrum Fund Portfolio Manager at 
Saye Capital Management, 
headquartered in Redondo Beach, 
California
Mr. Anderson is and has been since 2010 an executive with GBK Corporation, a holding company with numerous energy 
industry subsidiaries and affiliates, including Kaiser Francis Oil Company, which has extensive domestic upstream oil & gas 
interests, and Cactus Drilling Company, which is a major domestic contract drilling company, serving on numerous private 
boards including Summit ESP which was acquired by Halliburton in 2017. Between 2002 and 2010 Mr. Anderson engaged 
primarily in personal investing with a focus on oil & gas supply/demand fundamentals while simultaneously serving on the 
University of Kansas Chemical & Petroleum Engineering Board of Advisors. In 1998, he was co-founder and CEO of privately 
held Sapient Energy Corp which was subsequently sold to Chesapeake Energy in 2002. During his time with Sapient, Mr. 
Anderson was also actively involved on the IPAA's Capital Markets Committee. Prior to establishing Sapient Energy, Mr. 
Anderson worked for Kaiser-Francis Oil Company in various roles of increasing responsibilities from 1984 through 1997. After 
graduating from the University of Kansas in 1980 with a B.S. degree in Chemical Engineering, he worked for Amoco 
Production Company until 1984. Attributes, experience, and qualifications for board and committee service: energy industry 
experience, executive expertise, entrepreneurial expertise; capital markets expertise.
Mr. Carr is and has been since September 2013 the Managing Member and Chief Executive Officer of Drivetrain, LLC, an 
independent fiduciary services firm. He has been a distressed investing and turnaround professional, with 25 years of 
experience in principal investing, advisory mandates, and board of directors' service, including complex financial restructurings 
and reorganizations in the U.S. and Europe. From 2003 to 2013, Mr. Carr was Managing Director at Strategic Value Partners, a 
global investment firm focused on distressed debt and private equity opportunities. Carr started his career at Skadden, Arps, 
Slate, Meagher & Flom LLC and Ravin, Sarasohn, Baumgarten, Fisch & Rosen in corporate restructuring advisory. He received 
a B.A. in Economics and Sociology from Brandeis University in 1992, and earned a J.D. from Tulane Law School in 1995. Mr. 
Carr currently serves as a director for the following public companies: Sears Holdings Corporation (since 2018), NewLake 
Capital Partners (since 2019), and Enjoy Technology, Inc. (since 2022). Public companies for which Mr. Carr no longer serves 
as director but on which he served as a director in the last five years include: Atlas Iron Limited; TEAC Corporation; Tidewater 
Inc.; Midstates Petroleum Company, Inc.; Verso Corporation; McDermott International, Inc.; and J.C. Penney Corporation, 
Inc., a subsidiary of J. C. Penney Co. Attributes, experience, and qualifications for board and committee service: executive 
leadership experience; complex financial restructuring and reorganization expertise; financial analysis expertise; board of 
director service experience; and legal expertise.
Mr. Frohlich biographical information is listed in the section above setting forth information about our officers. Attributes, 
experience, and qualifications for board and committee service: executive and entrepreneurial experience; accounting, 
investment, business and legal expertise.
Mr. Hildebrand has been engaged in personal investments since March 2008. He retired in 2008 from Dollar Thrifty 
Automotive Group, Inc. (NYSE: DTG), a car rental business, where he had served as Executive Vice President and Chief 
Financial Officer since 1997. Prior to that, Mr. Hildebrand served as Executive Vice President and Chief Financial Officer of 
Thrifty Rent-A-Car System, Inc., a subsidiary of Dollar Thrifty. Mr. Hildebrand joined Thrifty Rent-A-Car System, Inc. in 1987 
as Vice President and Treasurer and became Chief Financial Officer in 1989. Mr. Hildebrand was with Franklin Supply 
Company, an oilfield supply business, from 1980 to 1987 where he held several positions including Controller and Vice 
President of Finance. From 1976 to 1980, Mr. Hildebrand was with the accounting firm Coopers & Lybrand, most recently as 
Audit Supervisor. Mr. Hildebrand earned a B.S.B.A. degree in accounting from Oklahoma State University, and he is a certified 
public accountant. Attributes, experience, and qualifications for board and committee service: experience and expertise in 
Table of Contents
30

accounting and finance, including many years of experience as a CPA; qualifications as an audit committee financial expert; 
executive leadership experience at a public company, including experience with strategic planning, SEC reporting, Sarbanes - 
Oxley compliance, investor relations, enterprise risk management, executive compensation, corporate compliance, internal 
audit, bank facilities, private placement debt transactions and working with ratings agencies.
Mr. Smith was named to the Board of Directors on September 3, 2020, and became Chairman on September 8, 2020.  He 
served as President and Chief Executive Officer of the Company from October 2020 to March 2023.  Before his appointment to 
Unit’s Board, he was self-employed since 2002.  Mr. Smith served on the Board of Directors of Eagle Rock Energy LP from 
2007 to 2015.  Mr. Smith was Chief Executive Officer and Chairman of Prize Energy Corp., which he co-founded with Natural 
Gas Partners in 1999, until the company’s merger with Magnum Hunter Resources in 2002.  Mr. Smith also served as Chief 
Executive Officer of Tide West Oil Company until it was sold to HS Resources in 1996.  He received a B.S. in Mechanical 
Engineering from Oklahoma State University and a Master of Business Administration from the University of Tulsa.  
Attributes, experience, and qualifications for board and committee service: executive leadership experience and industry 
familiarity; entrepreneurial and business experience; and engineering background.
Mr. Verona is and since 2013 has been a Portfolio Manager at Saye Capital Management, an opportunistic credit hedge 
fund headquartered in Redondo Beach, California. He manages the corporate portion of the portfolio, which invests primarily in 
high yield and distressed bonds with a focus on restructurings and other event-driven opportunities. From 2009 to 2013, Mr. 
Verona was with Gleacher & Company's Investment Banking Group, serving most recently as Vice President. At Gleacher he 
focused on middle market corporates, advising clients on in-court and out-of-court restructurings, financings, and M&A 
transactions. Prior to Gleacher, he was a Senior Associate in GSC Partners' Corporate Credit Group. Mr. Verona started his 
career in the convertible bond and structured credit groups at Pacific Investment Management Company (PIMCO). He 
graduated cum laude from the University of California Los Angeles with a degree in Economics. Mr. Verona is a director for 
lracore International, a private company, where he is the Audit Chair.  From November 2020 to October 2021, he served as a 
director for the public company Lonestar Resources US Inc., where he was the Audit Chair and a member of the Compensation 
Committee. Attributes, experience, and qualifications for board and committee service: complex investment and securitization 
experience; financial analysis expertise; M&A expertise; restructuring experience; and director experience.
Compensation of Officers and Directors
Beneficial share ownership of Officers and Directors as of March 14, 2024:
Phil Frohlich 2
Chief Executive 
Officer and 
Director
 
13,626  
—  
—  
13,626 
Thomas D. Sell
Chief Financial 
Officer
 
19,223  
—  
—  
19,223 
Andrew E. Harding
Vice President, 
Secretary and 
General Counsel
 
2,802  
—  
13,830  
16,632 
Chris Menefee
President – Unit 
Drilling Company
 
—  
—  
19,612  
19,612 
Karl Bode
Senior Vice 
President, Business 
Development – 
Unit Petroleum 
Company
 
6,024  
—  
7,144  
13,168 
Robert R. Anderson Director
 
20,432  
524  
13,416  
34,372 
Alan J. Carr
Director
 
13,626  
—  
—  
13,626 
Steven B. 
Hildebrand
Director
 
13,626  
—  
—  
13,626 
Philip B. Smith
Director and 
Chairman of the 
Board
 
30,380  
—  
29,319  
59,699 
Andrei Verona
Director
 
13,626  
—  
—  
13,626 
Name and Business 
Address*
Position
Common 
Stock
Restricted Stock 
units vesting within 
60 days
Options Exercisable 
within 60 days
Total Beneficially 
Owned Shares 1
*All officers and directors may be contacted at Unit Corporation’s address. 
Table of Contents
31

1.
Beneficial share ownership includes vested restricted stock units, vested options, and restricted stock units and options scheduled to vest within 60 
days of March 14, 2024.
2. 
Mr. Frohlich manages Prescott Group Capital Management, which owns 3,517,707 shares of Unit Corporation’s common stock.
The following tables set forth the aggregate compensation paid by Unit Corporation for services rendered by its Executive 
Officers and Directors during the periods indicated:
Executive Officers
Name and Principal 
Position
Year 
Ended
Salary ($)
Cash Bonus ($)
Restricted Stock 
Awards ($)
Option Awards ($)
Total ($)
Phil Frohlich, Chief 
Executive Officer 1
2023 $ 
— $ 
— $ 
— $ 
— $ 
— 
Philip B. Smith, 
Former President and 
Chief Executive 
Officer 2
2023 $ 
3,000 $ 
— $ 
— $ 
— $ 
3,000 
2022 $ 
12,000 $ 
— $ 
— $ 
— $ 
12,000 
Thomas D. Sell, Chief 
Financial Officer
2023 $ 
340,000 $ 
— $ 
— $ 
— $ 
340,000 
2022 $ 
327,250 $ 
85,000 $ 
— $ 
— $ 
412,250 
Andrew E. Harding, 
Vice President, 
Secretary and General 
Counsel
2023 $ 
289,000 $ 
— $ 
— $ 
— $ 
289,000 
2022 $ 
282,000 $ 
72,250 $ 
— $ 
— $ 
354,250 
Chris Menefee, 
President - Unit 
Drilling Company
2023 $ 
300,035 $ 
— $ 
— $ 
— $ 
300,035 
2022 $ 
300,015 $ 
150,000 $ 
— $ 
— $ 
450,015 
Karl Bode, Senior 
Vice President, 
Business 
Development - Unit 
Petroleum Company
2023 $ 
275,000 $ 
— $ 
— $ 
— $ 
275,000 
2022 $ 
255,882 $ 
175,000 $ 
— $ 
— $ 
430,882 
1.
Mr. Frohlich became the Company’s Chief Executive Officer on April 1, 2023.
2. 
Mr. Smith stepped down as the Company’ President and Chief Executive Officer on March 31, 2023.
Directors
Our directors fees are structured as set forth in the table below:
Annual retainer
$65,000
Annual retainer for each committee a board member serves on
$10,000
Additional compensation for service as board chair
$15,000
Reimbursement for expenses incurred attending stockholder, board, and committee meetings
Yes
Table of Contents
32

Name
Year Ended
Director's 
Fees ($)
Restricted Stock 
Awards ($)
Option Awards ($)
Total ($)
Robert R. Anderson
2023 $ 
65,000 $ 
159,023 $ 
— $ 
224,023 
2022 $ 
65,000 $ 
239,425 $ 
67,482 $ 
371,907 
Alan J. Carr
2023 $ 
85,000 $ 
— $ 
— $ 
85,000 
2022 $ 
85,000 $ 
— $ 
— $ 
85,000 
Phil Frohlich
2023 $ 
75,000 $ 
— $ 
— $ 
75,000 
2022 $ 
75,000 $ 
— $ 
— $ 
75,000 
Steven B. Hildebrand
2023 $ 
85,000 $ 
— $ 
— $ 
85,000 
2022 $ 
85,000 $ 
— $ 
— $ 
85,000 
Philip B. Smith
2023 $ 
80,000 $ 
— $ 
— $ 
80,000 
2022 $ 
80,000 $ 
— $ 
— $ 
80,000 
Andrei Verona
2023 $ 
95,000 $ 
— $ 
— $ 
95,000 
2022 $ 
95,000 $ 
— $ 
— $ 
95,000 
B.    Other Control Persons
As of December 31, 2023, the following shareholders beneficially own 5% or more of Unit Corporation’s common stock:
Name
Address
Number of Shares Beneficially Owned
Prescott Group Capital Management, LLC
1924 South Utica Avenue, Suite 1120 
Tulsa, Oklahoma 74104
3,517,707
NYL Investors LLC
51 Madison Avenue, 2nd Floor New 
York, New York 10010
623,361
Unit Corporation is not aware of any additional beneficial stockholders owning 5% or more of our common stock.  It is 
possible that there are one or more additional beneficial holders of a significant percentage of our common stock, however the 
federal securities laws do not require a beneficial stockholder of 5% or more of our common stock to disclose that information 
publicly or to the Company.  The table above is based on the best information available to the Company.
C.    Legal/Disciplinary History
None of the officers, directors, promoters, or control persons of Unit has, in the past five years, been the subject of any of 
the following: 
•
A conviction in a criminal proceeding or named as a defendant in a pending criminal proceeding (excluding traffic 
violations and other minor offenses);
•
The entry of an order, judgment or decree, not subsequently reversed, suspended or vacated, by a court of competent 
jurisdiction that permanently or temporarily enjoined, barred, suspended, or otherwise limited such person’s 
involvement in any type of business, securities, commodities, or banking activities;
•
A finding or judgment by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures 
Trading Commission, or a state securities regulator of a violation of federal or state securities or commodities law, 
which finding or judgment has not been reversed, suspended, or vacated; or
•
The entry of an order by a self-regulatory organization that permanently or temporarily barred, suspended, or 
otherwise limited such person’s involvement in any type of business or securities activities. 
 
D. Disclosure of Family Relationships
None.
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33

E. Disclosure of Related Party Transactions
Certain Transactions Between the Company and Its Officers, Directors, and Their Associates 
One current director, Robert Anderson, also serves as an executive with GBK Corporation, a holding company with 
numerous energy and industry subsidiaries and affiliates, including Kaiser Francis Oil Company and Cactus Drilling Company. 
The Company in the ordinary course of business, made payments for working interests, joint interest billings, drilling services, 
and product purchases to, and received payments for working interests, joint interest billings, and contract drilling services 
from, Kaiser Francis Oil Company and Cactus Drilling Company. Payments made to Kaiser Francis Oil Company totaled $2.2 
million and $5.7 million during 2023 and 2022, respectively, while payments received totaled $6.2 million and $12.9 million 
during 2023 and 2022, respectively. No payments were made to Cactus Drilling Company during 2023 and 2022. Additionally, 
on January 7, 2022 (the "grant date"), Mr. Anderson entered into a consulting contract with the Company. Under the terms of 
the consulting contract, Mr. Anderson agreed to provide advisory consulting services related to the Company's sale of up to all 
of the assets of its exploration and production segment in exchange for awards of 7,850 restricted stock units and 13,416 stock 
options having a total estimated grant date fair value of $0.3 million.  The restricted stock units vest in equal monthly 
installments beginning one month from the grant date, and will be fully vested within thirty months of the grant date. The stock 
options became 100% exercisable at $45.00 per share one year from the grant date, and they expire on the date that is thirty 
months after the grant date. In accordance with the provisions allowed under the LTIP, the Compensation Committee adjusted 
the per share exercise price of all outstanding stock options to $35.00 effective January 31, 2023, to $32.50 effective June 26, 
2023, to $30.00 effective September 26, 2023, and to $7.50 effective December 27, 2023 to account for the dividends paid on 
each of those respective dates. 
E. Disclosure of Conflicts of Interest
None.
The name, address, telephone number, and email address of each of the following outside providers that advise the 
issuer on matters relating to operations, business development and disclosure: 
1. Investment Banker:
None
2. Promoters:
None
3. Disclosure Counsel:
Conner & Winters, LLP
15 E. 5th St., Suite 4100
Tulsa, OK 74103
(918) 586-8600
https://www.cwlaw.com/
4. Auditor:(1)
Grant Thornton LLP
2431 E. 61st St., Suite 500
Tulsa, OK 74136
(918) 877-0800
https://www.grantthornton.com/
5. Public Relations Consultant:
None
6. Investor Relations Consultant:
None
7. Corporate Secretary:
Drew Harding, Vice President, General Counsel, and Secretary 
8200 S. Unit Dr.
Tulsa, OK 74132
(918) 493-7700
drew.harding@unitcorp.com
8. Any Other Advisor:
None
Auditor Fees and Services
Preparation of the consolidated financial statements is the responsibility of Unit's management. Grant Thornton LLP is 
responsible for expressing an opinion on the consolidated financial statements based on their audit procedures. Grant Thornton 
LLP has confirmed to us that the firm is licensed to practice public accounting in the states in which we conduct our business 
and is registered with the PCAOB. 
The table below presents the fees for professional services paid to Grant Thornton LLP during the years indicated:
Table of Contents
34

Type of Service
2023
2022
Audit Fees (1)
$626,000
$950,000
Audit-Related Fees (2)
$25,200
46,917
Tax Fees (3)
$55,670
$58,535
All Other Fees
—
—
Total
$706,870
$1,055,452
1.
Audit fees for 2022 include professional services for the audits of our consolidated financial statements and the Superior Pipeline Company, L.L.C. 
financial statements, review of our quarterly condensed consolidated financial statements, audit services provided for the issuance of consents, and 
assistance with review of documents filed with the SEC.
2.
Audit-related fees include professional services for the audit of the Unit Corporation 401(k) Employee Thrift Plan's financial statements.
3.
Tax fees include professional services related to the review and assistance with selected income tax filings and various consulting projects.
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor
The audit committee has responsibility for appointing, setting compensation, and overseeing the work of the independent 
registered public accounting firm. In recognition of this responsibility, the audit committee has established a policy to pre-
approve all audit and permissible non-audit services provided by the independent registered public accounting firm.
Before incurring the following, management will submit to the audit committee for approval a list of services and related 
fees expected to be rendered by our independent registered public accounting firm during that year within these four categories 
of services:
(1)   Audit services include audit work performed on the financial statements, internal control over financial reporting, and 
work that generally only the independent registered public accounting firm can reasonably be expected to provide, including 
comfort letters, statutory audits, and discussions surrounding the proper application of financial accounting and reporting 
standards.
(2)   Audit-related services are for assurance and related services traditionally performed by the independent registered 
public accounting firm, including due diligence related to mergers and acquisitions, employee benefit plan audits, and special 
procedures required to meet certain regulatory requirements.
(3)   Tax services include all services, except those services specifically related to the audit of the financial statements 
performed by the independent registered public accounting firm's tax personnel, including tax analysis; assisting with 
coordination of execution of tax related activities, primarily in corporate development; supporting other tax related regulatory 
requirements; and tax compliance and reporting.
(4)   Other Fees are those associated with services not captured in the other categories. 
The audit committee pre-approves the independent registered public accounting firm's services within each category. The 
fees are budgeted and the audit committee requires the independent registered public accounting firm and management to report 
actual fees versus the budget periodically throughout the year. Circumstances may arise when it may become necessary to 
engage the independent registered public accounting firm for additional services not contemplated in the original pre-approval 
categories. In those instances (subject to certain de minimus exceptions), the audit committee requires specific pre-approval 
before engaging the independent registered public accounting firm.
The audit committee may (and has at various times in the past) delegate pre-approval authority to one or more of its 
members. The member to whom such authority is delegated must report, for informational purposes only, any pre-approval 
decisions to the audit committee at its next scheduled meeting.
Table of Contents
35

Index to the Consolidated Financial Statements
Unit Corporation and Subsidiaries
 
 
Page
Consolidated Financial Statements:
Report of Independent Registered Public Accounting Firm
37
Consolidated Balance Sheets as of December 31, 2023 and 2022
38
Consolidated Statements of Operations for the years ended December 31, 2023, 2022, and 2021
39
Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2023, 2022, and 2021
40
Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022, and 2021
41
Notes to Consolidated Financial Statements
43
Table of Contents
36

Report of Independent Registered Public Accounting Firm
Board of Directors
Unit Corporation
Opinion 
We have audited the consolidated financial statements of Unit Corporation (a Delaware corporation) and subsidiaries (the “Company”), which 
comprise the consolidated balance sheets as of December 31, 2023 and 2022, and the related consolidated statements of operations, changes 
in shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2023, and the related notes to the 
financial statements.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of the 
Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period 
ended December 31, 2023 in accordance with accounting principles generally accepted in the United States of America.
Basis for opinion
We conducted our audits of the consolidated financial statements in accordance with auditing standards generally accepted in the United 
States of America (US GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit 
of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical 
responsibilities in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have 
obtained is sufficient and appropriate to provide a basis for our audit opinion.
Responsibilities of management for the financial statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with accounting 
principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control 
relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to 
fraud or error.
In preparing the consolidated financial statements, management is required to evaluate whether there are conditions or events, considered in 
the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date the financial 
statements are issued or available to be issued.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material 
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of 
assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with US GAAS will always 
detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one 
resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. 
Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the 
judgment made by a reasonable user based on the consolidated financial statements.
In performing an audit in accordance with US GAAS, we:
•
Exercise professional judgment and maintain professional skepticism throughout the audit.
•
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, and 
design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence 
regarding the amounts and disclosures in the financial statements.
•
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the 
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. 
Accordingly, no such opinion is expressed.
•
Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by 
management, as well as evaluate the overall presentation of the consolidated financial statements.
•
Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about 
the Company’s ability to continue as a going concern for a reasonable period of time.
We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the 
audit, significant audit findings, and certain internal control-related matters that we identified during the audit.
/s/ GRANT THORNTON LLP
Tulsa, Oklahoma
March 14, 2024
Table of Contents
37

UNIT CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS 
As of December 31,
2023
2022
 
(In thousands)
ASSETS
Current assets:
Cash and cash equivalents
$ 
60,779 
$ 
213,975 
Accounts receivable, net of allowance for credit losses of $2.6 million and $2.7 million at December 31, 2023 
and December 31, 2022, respectively
 
45,382 
 
57,776 
Notes receivable (Notes 5 and 19)
 
8,619 
 
— 
Prepaid expenses and other
 
3,516 
 
3,718 
Total current assets
 
118,296 
 
275,469 
Property and equipment:
Oil and natural gas properties, on the full cost method:
Proved properties
 
161,391 
 
176,986 
Unproved properties not being amortized
 
1,173 
 
6,953 
Drilling equipment
 
85,609 
 
76,640 
Other
 
9,558 
 
11,319 
Property and equipment, gross
 
257,731 
 
271,898 
Less: accumulated depreciation, depletion, amortization, and impairment
 
115,826 
 
96,605 
Property and equipment, net
 
141,905 
 
175,293 
Deferred tax assets, net (Note 12)
 
47,085 
 
— 
Equity method investment (Note 19)
 
— 
 
1,658 
Right of use asset (Note 18)
 
5,262 
 
6,551 
Other assets
 
10,172 
 
10,284 
Total assets
$ 
322,720 
$ 
469,255 
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable
$ 
19,448 
$ 
20,356 
Accrued liabilities (Note 8)
 
16,721 
 
18,716 
Current operating lease liability (Note 18)
 
1,985 
 
1,605 
Current derivative liabilities (Note 16)
 
— 
 
23,566 
Current portion of other long-term liabilities (Note 9)
 
4,245 
 
3,989 
Total current liabilities
 
42,399 
 
68,232 
Operating lease liability (Note 18)
 
3,392 
 
5,035 
Other long-term liabilities (Note 9)
 
22,803 
 
33,362 
Commitments and contingencies (Note 20)
Shareholders' equity:
Preferred stock, $0.01 par value, 1,000,000 shares authorized, none issued
 
— 
 
— 
Common stock, $0.01 par value, 25,000,000 shares authorized; 12,248,992 shares issued and 9,760,142 
outstanding at December 31, 2023, and 12,100,356 shares issued and 9,627,964 outstanding at December 31, 
2022
 
122 
 
121 
Treasury stock (Note 6)
 
(79,399)  
(79,399) 
Capital in excess of par value
 
263,555 
 
252,464 
Retained earnings
 
69,848 
 
189,440 
Total shareholders' equity
 
254,126 
 
362,626 
Total liabilities and shareholders' equity
$ 
322,720 
$ 
469,255 
The accompanying notes are an integral part of the consolidated financial statements.
Table of Contents
38

UNIT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
 
Year Ended December 31,
 
2023
2022
2021
(In thousands except per share amounts)
Revenues:
Oil and natural gas
$ 
146,237 $ 
315,482 $ 
224,232 
Contract drilling
 
181,056  
147,370  
76,107 
Gas gathering and processing
 
—  
82,673  
338,377 
Total revenues
 
327,293  
545,525  
638,716 
Expenses:
Operating costs:
Oil and natural gas
 
65,739  
93,350  
79,924 
Contract drilling
 
108,035  
105,387  
60,973 
Gas gathering and processing
 
—  
62,388  
234,684 
Total operating costs
 
173,774  
261,125  
375,581 
Depreciation, depletion, and amortization
 
17,724  
24,143  
64,326 
Impairments (Note 3)
 
—  
—  
10,673 
General and administrative
 
22,577  
24,644  
24,915 
Gain on disposition of assets
 
(49,950)  
(8,367)  
(10,877) 
Total operating expenses
 
164,125  
301,545  
464,618 
Income from operations
 
163,168  
243,980  
174,098 
Other income (expense):
Interest income
 
9,734  
2,642  
2 
Interest expense
 
(164)  
(447)  
(4,266) 
Gain (loss) on derivatives (Note 16)
 
12,975  
(63,610)  
(97,615) 
Gain (loss) on change in fair value of warrants (Note 16)
 
—  
(29,323)  
(18,937) 
Loss on deconsolidation of Superior (Note 19)
 
—  
(13,141)  
— 
Gain on sale of Superior investment (Note 19)
 
17,812  
—  
— 
Reorganization items, net
 
(299)  
(127)  
(4,294) 
Other, net
 
203  
2,900  
(599) 
Total other income (expense)
 
40,261  
(101,106)  
(125,709) 
Income before income taxes
 
203,429  
142,874  
48,389 
Income tax expense (benefit) (Note 12):
Current
 
1,575  
333  
173 
Deferred
 
(47,085)  
—  
— 
Total income tax expense (benefit)
 
(45,510)  
333  
173 
Net income
 
248,939  
142,541  
48,216 
Net loss attributable to non-controlling interest
 
—  
(5,828)  
(12,431) 
Net income attributable to Unit Corporation
$ 
248,939 $ 
148,369 $ 
60,647 
Net income attributable to Unit Corporation per common share (Note 7):
Basic
$ 
25.68 $ 
15.03 $ 
5.32 
Diluted
$ 
25.32 $ 
14.78 $ 
5.26 
The accompanying notes are an integral part of the consolidated financial statements.
Table of Contents
39

UNIT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
 
Shareholders' Equity Attributable to Unit Corporation
Common
Stock
Treasury Stock
Capital 
In Excess 
of Par Value
Retained 
Earnings 
(Deficit)
Non-controlling 
Interest in 
Consolidated 
Subsidiaries
Total
 
(In thousands)
Balances, December 31, 2020
$ 
120 $ 
— 
$ 
197,242 
$ 
(18,140) $ 
246,371 
$ 
425,593 
Net income (loss)
 
—  
— 
 
— 
 
60,647 
 
(12,431)  
48,216 
Stock-based compensation
 
—  
— 
 
929 
 
— 
 
31 
 
960 
Distributions to non-controlling 
interests
 
—  
— 
 
— 
 
— 
 
(23,136)  
(23,136) 
Balance correction (Note 2)
 
—  
— 
 
— 
 
(1,436)  
1,436 
 
— 
Repurchases of common stock
 
—  
(51,965)  
— 
 
— 
 
— 
 
(51,965) 
Balances, December 31, 2021
$ 
120 $ 
(51,965) $ 
198,171 
$ 
41,071 
$ 
212,271 
$ 
399,668 
Net income (loss)
 
—  
— 
 
— 
 
148,369 
 
(5,828)  
142,541 
Stock-based compensation
 
—  
— 
 
6,718 
 
— 
 
— 
 
6,718 
Distributions to non-controlling 
interests
 
—  
— 
 
— 
 
— 
 
(9,479)  
(9,479) 
Deconsolidation of Superior
 
—  
— 
 
— 
 
— 
 
(196,964)  
(196,964) 
Vesting of restricted stock units, 
net of shares withheld for 
employee taxes
 
1  
— 
 
(1,243)  
— 
 
— 
 
(1,242) 
Exercise of stock options, net of 
shares withheld for taxes and 
exercise price
 
—  
— 
 
(327)  
— 
 
— 
 
(327) 
Warrant liability reclassification
 
—  
— 
 
49,145 
 
— 
 
— 
 
49,145 
Repurchases of common stock
 
—  
(27,434)  
— 
 
— 
 
— 
 
(27,434) 
Balances, December 31, 2022
$ 
121 $ 
(79,399) $ 
252,464 
$ 
189,440 
$ 
— 
$ 
362,626 
Net income
$ 
— $ 
— 
$ 
— 
 
248,939 
 
— 
 
248,939 
Dividends declared (Note 6)
 
—  
— 
 
— 
 
(368,531)  
— 
 
(368,531) 
Stock-based compensation
 
—  
— 
 
7,547 
 
— 
 
— 
 
7,547 
Vesting of restricted stock units, 
net of shares withheld for 
employee taxes
 
—  
— 
 
(786)  
— 
 
— 
 
(786) 
Exercise of stock options, net of 
shares withheld for taxes and 
exercise price
 
—  
— 
 
(400)  
— 
 
— 
 
(400) 
Exercise of warrants
 
1  
— 
 
4,730 
 
— 
 
— 
 
4,731 
Balances, December 31, 2023
$ 
122 $ 
(79,399) $ 
263,555 
$ 
69,848 
$ 
— 
$ 
254,126 
The accompanying notes are an integral part of the consolidated financial statements.
Table of Contents
40

UNIT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
OPERATING ACTIVITIES:
Net income
$ 
248,939 $ 
142,541 $ 
48,216 
Adjustments to reconcile net income operating activities:
Depreciation, depletion, and amortization
 
17,724  
24,143  
64,326 
Impairments (Note 3)
 
—  
—  
10,673 
Gain on derivatives, net (Note 16)
 
(12,975)  
63,610  
97,615 
Loss on derivatives settled (Note 16)
 
(10,591)  
(98,775)  
(44,591) 
Loss on change in fair value of warrants (Note 16)
 
—  
29,323  
18,937 
Gain on disposition of assets
 
(49,950)  
(8,367)  
(10,877) 
Loss on deconsolidation of Superior (Note 19)
 
—  
13,141  
— 
Gain on sale of Superior investment (Note 19)
 
(17,812)  
—  
— 
Deferred tax benefit (Note 12)
 
(47,085)  
—  
— 
Stock-based compensation plans (Note 15)
 
7,547  
6,718  
929 
Other, net
 
(1,848)  
3,382  
5,855 
Changes in operating assets and liabilities increasing (decreasing) cash:
Accounts receivable
 
12,066  
(10,699)  
(31,034) 
Prepaid expenses and other
 
876  
(2,224)  
(5,050) 
Accounts payable
 
(438)  
(3,234)  
23,141 
Accrued liabilities
 
3,709  
(138)  
(2,171) 
Net changes in operating assets and liabilities
$ 
16,213 $ 
(16,295) $ 
(15,114) 
Net cash provided by operating activities
$ 
150,162 $ 
159,421 $ 
175,969 
INVESTING ACTIVITIES:
Capital expenditures
 
(24,012)  
(30,386)  
(30,305) 
Deconsolidated Superior cash and cash equivalents (Note 19)
 
—  
(10,119)  
— 
Proceeds from sale of Superior investment (Note 19)
 
12,000  
—  
— 
Other acquisitions
 
—  
—  
(13,000) 
Proceeds from disposition of property and equipment
 
69,989  
69,401  
79,510 
Net cash provided by investing activities
$ 
57,977 $ 
28,896 $ 
36,205 
FINANCING ACTIVITIES:
Borrowings under line of credit
$ 
— $ 
4,800 $ 
65,300 
Payments under line of credit
 
—  
(4,800)  
(145,100) 
Dividend and dividend equivalent payments (Note 6)
 
(364,881)  
—  
— 
Net payments on finance leases
 
—  
—  
(3,216) 
Employee taxes paid by withholding shares
 
(1,187)  
(1,569)  
— 
Proceeds from exercise of warrants (Note 6)
 
4,733  
—  
— 
Distributions to non-controlling interest (Note 19)
 
—  
(9,479)  
(23,136) 
Repurchase of common stock (Note 6)
 
—  
(27,434)  
(51,965) 
Bank overdrafts 
 
—  
—  
(2,631) 
Net cash used in financing activities
$ 
(361,335) $ 
(38,482) $ 
(160,748) 
Net increase (decrease) in cash and cash equivalents
 
(153,196)  
149,835  
51,426 
Cash and cash equivalents, beginning of period
 
213,975  
64,140  
12,714 
Cash and cash equivalents, end of period
$ 
60,779 $ 
213,975 $ 
64,140 
Year Ended December 31,
 
2023
2022
2021
 
(In thousands)
Table of Contents
The accompanying notes are an integral part of the consolidated financial statements.
41

Supplemental disclosure of cash flow information:
Cash paid for:
Interest paid (net of capitalized)
$ 
161 $ 
589 $ 
4,769 
Income taxes
$ 
(335) $ 
173 $ 
— 
Reorganization items
$ 
(299) $ 
(50) $ 
4,283 
Changes in accounts payable and accrued liabilities related to purchases of property 
and equipment
$ 
(5,953) $ 
3,062 $ 
(1,249) 
Changes in accrued liabilities related to dividend equivalent rights
$ 
3,651 $ 
— $ 
— 
Non-cash reductions (increases) to oil and natural gas properties related to asset 
retirement obligations
$ 
787 $ 
(4,324) $ 
(4,412) 
Non-cash (additions) reductions to oil and natural gas properties related to net changes 
in asset retirement obligations, accounts receivable, accounts payable, and accrued 
liabilities resulting from divestitures
$ 
13,632 $ 
8,984 $ 
2,218 
Year Ended December 31,
 
2023
2022
2021
 
(In thousands)
The accompanying notes are an integral part of the consolidated financial statements.
Table of Contents
42

NOTE 1 – ORGANIZATION AND BUSINESS
Unless the context clearly indicates otherwise, references in this report to “Unit”, “Company”, “we”, “our”, “us”, or like 
terms refer to Unit Corporation or, as appropriate, one or more of its subsidiaries. References to "Superior" or our "mid-stream 
segment" refer to our 50% ownership interest in Superior Pipeline Company, L.L.C. which we sold on April 24, 2023 as 
discussed in Note 19 - Superior Investment.
We are primarily engaged in the development, acquisition, and production of oil and natural gas properties as well as 
onshore contract drilling of natural gas and oil wells. Our operations are all located in the United States and are organized as the 
following three reporting segments:
Oil and Natural Gas. Carried out by our subsidiary, Unit Petroleum Company (UPC), we develop, acquire, and produce 
oil and natural gas properties for our own account. Our producing oil and natural gas properties, unproved properties, and 
related assets are primarily located in Oklahoma and Texas.
Contract Drilling. Carried out by our subsidiary, Unit Drilling Company (UDC), we drill onshore oil and natural gas 
wells for a wide range of other oil and natural gas companies. Our drilling operations are primarily located in Oklahoma, Texas 
and New Mexico.
Mid-Stream. Carried out by Superior. Superior buys, sells, gathers, transports, processes, and treats natural gas for UPC 
and for third parties. Superior's operations are primarily located in Oklahoma, Texas, Kansas, Pennsylvania, and West Virginia.  
We held a 50% ownership interest in Superior prior to April 24, 2023 when we sold our interest as discussed in Note 19 - 
Superior Investment.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation. The consolidated financial statements include the accounts of Unit Corporation and its 
subsidiaries. We consolidated the financial position, operating results, and cash flows of Superior prior to March 1, 2022, on 
which date the Master Services and Operating Agreement (MSA) was amended and restated, with the result that we no longer 
consolidate Superior's financial position, operating results, and cash flows during periods subsequent to March 1, 2022. 
Accordingly, the 2022 consolidated financial statements and notes reflect Superior activity on a consolidated basis for the two 
months prior to March 1, 2022. See Note 19 – Superior Investment for more information on the Superior investment and 
consolidation conclusions. All intercompany transactions and accounts between consolidated entities have been eliminated, 
including activity between Unit and Superior during the two months prior to March 1, 2022. Affiliate transactions and accounts 
between Unit and Superior subsequent to March 1, 2022 are not eliminated.
During 2021, management identified an error in the initial allocation of equity between Unit Corporation and non-
controlling interests as of the September 3, 2020 fresh start accounting date. The impact of the error was not material to any of 
our prior period financial statements and the error was corrected with a one-time adjustment during the year ended December 
31, 2021. As a result, during the year ended December 31, 2021, retained earnings (deficit) was reduced by $1.4 million with a 
corresponding decrease to non-controlling interest in consolidated subsidiaries.
Certain amounts presented for prior periods have been reclassified to conform to current year presentation. There was no 
impact from these reclassifications to consolidated net income/(loss) or shareholders' equity.
We evaluated our disclosure of subsequent events through March 14, 2024, the date the consolidated financial statements 
were issued.
Accounting Estimates. Preparing financial statements in conformity with U.S. GAAP requires management to make 
estimates and assumptions that affect the reported amounts and disclosures in the consolidated financial statements. Actual 
results could differ from those estimates. Significant estimates and assumptions include:
•
oil and gas reserves quantities and values;
•
full cost ceiling test and impairment assessments for property and equipment;
•
asset retirement obligations;
•
fair value of commodity derivative assets and liabilities;
Table of Contents
UNIT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
43

•
fair value of the warrant liability;
•
fair value of stock-based compensation grants or modifications;
•
workers' compensation liabilities;
•
contingency, litigation, and environmental liabilities; and
•
realizability of deferred tax assets.
Cash and Cash Equivalents. We include as cash and cash equivalents all cash on hand and on deposit, as well as highly 
liquid investments with maturities of three months or less which are readily convertible into known amounts of cash. The 
financing section of our consolidated statements of cash flows reflects bank overdraft activity. Bank overdrafts are checks 
issued before the end of the period, but not presented to our bank for payment before the end of the period. There were no bank 
overdrafts as of December 31, 2023 or December 31, 2022.
Accounts Receivable, Net of Allowance for Credit Losses. Accounts receivable are carried on a gross basis, with no 
discounting, less an allowance for expected credit losses. We estimate the allowance for credit losses based on existing 
economic conditions, the financial condition of our customers, and the amount and age of past due accounts. Receivables are 
considered past due if full payment is not received by the contractual due date. Past due accounts are generally written off 
against the allowance for credit losses only after all collection attempts have been unsuccessful.
Notes Receivable. We record all future payments of principal and interest (whether stated or imputed) on notes as notes 
receivable on the consolidated balance sheets, less the amount of any related unearned interest income and an allowance for 
expected credit losses, if any. We estimate the allowance for credit losses based on collection experience and the collectability 
of specifically identified borrowers. Notes are considered impaired when, based on current information and events, it is 
probable that the Company will be unable to collect the scheduled payments when due. The related interest is recognized over 
the term of the note.
Property and Equipment. 
Oil and Natural Gas Properties. We account for our oil and natural gas exploration and development activities using the 
full cost method of accounting prescribed by the SEC under which we capitalize all productive and non-productive costs 
incurred in connection with the acquisition, exploration, and development of our oil, NGLs, and natural gas reserves, including 
directly related overhead costs and related asset retirement costs. We did not capitalize any directly related overhead costs for 
the years ended December 31, 2023, 2022 or 2021. 
Capitalized costs are amortized on a units-of-production method based on proved oil and natural gas reserves. The 
calculation of DD&A includes all capitalized costs, estimated future expenditures to be incurred in developing proved reserves, 
and estimated dismantlement and abandonment costs, net of estimated salvage values less accumulated amortization, unproved 
properties, and equipment not placed in service. The average rates used for DD&A were $1.45, $1.49, and $2.67 per Boe for the 
years ended December 31, 2023, 2022, and 2021, respectively. 
Our contract drilling segment may provide drilling services for our oil and natural gas segment. Revenues and expenses 
from these services are eliminated in our consolidated statements of operations, with any recognized profit reducing the cost of 
our oil and natural gas properties. We eliminated contract drilling revenues and capitalized oil and natural gas costs of $0.1 
million during the year ended December 31, 2022. There were no intercompany drilling services provided for elimination 
during the years ended December 31, 2023 and 2021.
No gains or losses are recognized on the sale, conveyance, or other disposition of oil and natural gas properties unless it 
results in a significant alteration to our full cost pool.
Drilling equipment and other property and equipment. Drilling equipment and other property and equipment are carried 
at cost less accumulated depreciation. Refurbishments and enhancements are capitalized while repairs and maintenance are 
expensed. We depreciate all drilling assets utilizing the straight-line method over the estimated useful lives of the assets, 
typically ranging from four to ten years. Depreciation of other property and equipment is computed using the straight-line 
method over the estimated useful lives of the assets, typically ranging from 3 to 15 years. 
Table of Contents
UNIT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS— (Continued)
44

Impairment and disposal. We review the carrying amounts of long-lived assets for potential impairment when events or 
changes in circumstances suggest the carrying amounts may not be recoverable. Changes that could prompt an assessment 
include equipment obsolescence, declines in the market demand for an asset, declines in commodity prices, periods of relatively 
low drilling rig utilization, declining revenue or cash margin per day, or overall unfavorable changes in general market 
conditions. Assets are determined to be impaired if a forecast of undiscounted estimated future net operating cash flows directly 
related to the asset, including disposal value, if any, is less than the carrying amount of the asset. If any asset is determined to be 
impaired, the loss is measured as the amount by which the carrying amount of the asset exceeds its fair value. The estimate of 
fair value is based on the best information available, including prices for similar assets. Changes in these estimates could cause 
us to reduce the carrying value of property and equipment. Asset impairment evaluations are, by nature, highly subjective. They 
involve expectations about future cash flows generated by our assets and reflect our assumptions and judgments regarding 
future industry conditions and their effect on future utilization levels, dayrates, and costs. Using different estimates and 
assumptions could result in materially different carrying values of our assets. 
When property and equipment components are disposed of, the cost and the related accumulated depreciation are 
removed from the accounts and any resulting gain or loss is generally reflected in income from operations. For dispositions of 
drill pipe and drill collars, an average cost for the appropriate feet of drill pipe and drill collars is removed from the asset 
account and charged to accumulated depreciation. Any proceeds are credited to accumulated depreciation unless proceeds 
would exceed remaining cost, in which case excess proceeds are recorded as a gain on disposition of assets.
Capitalized Interest. Interest costs associated with major asset additions are capitalized during the construction period 
using a weighted average interest rate based on our outstanding borrowings. We did not capitalize any interest costs during the 
years ended December 31, 2023, 2022, and 2021. 
Leases. We enter into various agreements to lease equipment and buildings, and we review each agreement to determine 
if they contain operating or finance leases with a term greater than 12 months. We recognize a lease liability on identified leases 
for the obligation to make lease payments and a right-of-use asset for the right to use the underlying asset for the lease term 
based on the present value of lease payments over the lease term which includes all noncancelable periods as well as periods 
covered by options to extend the lease that we are reasonably certain to exercise. Leases with an initial term of 12 months or 
less are not recorded as a lease right-of-use asset and liability. Most leases are valued using an incremental borrowing rate, 
which is determined based on information available at the commencement date of a lease, as an implicit borrowing rate cannot 
be determined under most of our leases. Leases may include renewal, purchase or termination options that can extend or shorten 
the term of the lease. These options are evaluated at inception and throughout the contract term to determine if a modification of 
the lease term is required.
Expenses related to leases determined to be operating leases will be recognized on a straight-line basis over the lease 
term including any reasonably certain renewal periods, while those determined to be finance leases will be recognized 
following a front-loaded expense profile in which interest and amortization are presented separately in the consolidated 
statements of operations.  The determination of whether a lease is accounted for as a finance lease or an operating lease requires 
management's estimates of the fair value of the underlying asset and its estimated economic useful life, among other 
considerations.
ARO. We record the estimated fair value of the liabilities relating to the future retirement of our long-lived assets. Our oil 
and natural gas wells are plugged and abandoned when the oil and natural gas reserves in those wells are depleted or the wells 
are no longer able to produce. The estimated liabilities related to these future costs are recorded at the time the wells are drilled 
or acquired. We use historical experience to determine the estimated plugging costs considering the well's type, depth, physical 
location, and ultimate productive life. A risk-adjusted discount rate and an inflation factor are applied to estimate the present 
value of these obligations. We depreciate the capitalized asset retirement cost and accrete the obligation over time. Revisions to 
the obligations and assets are recognized at the appropriate risk-adjusted discount rate with a corresponding adjustment made to 
the full cost pool. Our mid-stream investment had property and equipment at locations leased or under right of way agreements 
which may require asset removal or site restoration, however, prior to the deconsolidation of Superior, we were not able to 
reasonably measure the fair value of the obligations as the potential settlement dates were indeterminable.
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UNIT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS— (Continued)
45

Insurance. We are self-insured for certain losses relating to workers’ compensation, control of well, and employee 
medical benefits. Insured policies for other coverage contain deductibles or retentions per occurrence that range from zero to 
$1.0 million. We have purchased stop-loss coverage to limit, to the extent feasible, per occurrence and aggregate exposure to 
certain types of claims. There is no assurance that the insurance coverages we have will adequately protect us against liability 
from all potential consequences. If insurance coverage becomes more expensive, we may choose to self-insure, decrease our 
limits, raise our deductibles, or any combination of these rather than pay higher premiums.
Commodity Derivatives. All commodity derivatives are recognized on the consolidated balance sheets as either an asset 
or liability measured at fair value and all our commodity derivative counterparties are subject to master netting agreements. We 
net the value of the derivative transactions with the same counterparty if a legal right to set-off exists. Changes in the fair value 
of our commodity derivatives and gains or losses on commodity derivative settlement are reported in gain (loss) on derivatives 
in our consolidated statements of operations. Cash settlements received or paid for matured, early-terminated, and/or modified 
derivatives are reported in cash payments on derivatives settled in our consolidated statements of cash flows. 
Income Taxes. Income taxes are recognized based on earnings reported for tax return purposes in addition to a provision 
for deferred income taxes. Deferred income taxes are recognized at the end of each reporting period for the future tax 
consequences of cumulative temporary differences between the tax basis of assets and liabilities and their reported amounts in 
the Company’s consolidated financial statements based on existing tax laws and enacted statutory tax rates applicable to the 
periods in which the temporary differences are expected to affect taxable income. U.S. GAAP requires the recognition of a 
deferred tax asset for net operating loss carryforwards and tax credit carryforwards. We periodically assess the realizability of 
the deferred tax assets by considering all available evidence (both positive and negative) to determine whether it is more likely 
than not that all or a portion of the deferred tax assets will not be realized and a valuation allowance is required.
Natural Gas Balancing. When there are insufficient remaining reserves to offset a gas imbalance, we recognize an asset 
or a liability for the under-produced or over-produced position. We have recorded a receivable of $3.7 million and a liability of 
$3.0 million as of December 31, 2023 on certain properties where we estimate that insufficient reserves are available for us to 
recover our under-production from future production volumes or insufficient reserves available to allow the under-produced 
owners to recover their under-production from future production volumes, respectively. Our policy is to expense the pro-rata 
share of lease operating costs from all wells as incurred. Such expenses relating to the balancing position on wells in which we 
have imbalances are not material.
Stock-Based Compensation. We recognize the cost of stock-based compensation over the requisite service periods, which 
is generally the vesting period, based on the grant date fair value of those awards and account for forfeitures as they occur. 
Revisions to the strike price of stock options by the Compensation Committee are accounted for as a modification to the 
original award under ASC Topic 718, Compensation - Stock Compensation.
Warrant Liability. Prior to the determination of the initial exercise price, we recognized the fair value of the warrants as a 
derivative liability on our consolidated balance sheets with changes in the liability reported as gain (loss) on change in fair 
value of warrants in our consolidated statements of operations. On April 7, 2022, the Company delivered notice of the initial 
$63.74 exercise price resulting in the warrants meeting the definition of an equity instrument. Accordingly, we recognized the 
change in the fair value of the warrant liability in our consolidated statements of operations and reclassified the $49.1 million 
warrant liability to capital in excess of par value on the consolidated balance sheets as of April 7, 2022. The warrants will 
continue to be reported as capital in excess of par value and are no longer subject to future fair value adjustments.
Table of Contents
UNIT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS— (Continued)
46

NOTE 3 - IMPAIRMENTS
Oil and Natural Gas Properties and Contract Drilling
There were no impairments recorded during the years ended December 31, 2023, 2022, and 2021.
Mid-Stream
There were no impairments recorded during the years ended December 31, 2023 and 2022.
In December 2021, we determined that the carrying value of a gathering system in Pennsylvania was not recoverable and 
exceeded its estimated fair value due to unfavorable forecasted economics. We recorded non-cash impairment charges of $10.7 
million based on the estimated fair value of the asset group. These charges are included within impairments in our consolidated 
statements of operations.
NOTE 4 – REVENUE FROM CONTRACTS WITH CUSTOMERS
Our revenue streams are reported under three segments: oil and natural gas, contract drilling, and mid-stream which is 
consistent with how we report our segment revenue in Note 22 – Industry Segment Information. Revenue from the oil and 
natural gas segment is from sales of our oil and natural gas production. Revenue from the contract drilling segment comes from 
contracting with upstream companies to drill an agreed-on number of wells or provide drilling rigs and services over an agreed-
on period. Revenues from the mid-stream segment are generated from the fees earned for gas gathering and processing services 
provided to a customer or by selling of hydrocarbons to other mid-stream companies. 
Oil and Natural Gas Revenue
Typical types of revenue contracts entered into by our oil and gas segment are Oil Sales Contracts, North American 
Energy Standards Board (NAESB) Contracts, Gas Gathering and Processing Agreements, and revenues earned as the non-
operated party with the operator serving as an agent on our behalf under joint operating agreements. Consideration received is 
variable and settled monthly while contract terms can range from a single month or evergreen to terms of a decade or more. 
Revenues from oil and natural gas sales are recognized when the customer obtains control of the sold product which typically 
occurs at the point of delivery to the customer.
Certain costs, as either a deduction from revenue or as an expense, are determined based on when control of the 
commodity is transferred to our customer. This determination would affect our total revenue recognized, but will not affect 
gross profit. For example, gathering, processing and transportation costs are deducted from oil and natural gas revenues when 
control of the commodity is transferred to the customer, while costs incurred while we are in control of the commodity 
represent operating costs. 
Contract Drilling Revenue
Contract drilling revenues and expenses are primarily recognized as services are performed and collection is reasonably 
assured. Revenue mobilization and demobilization is not tied to specific goods or services delivered under the contract. We 
recognize mobilization and demobilization revenue when invoiced. Given their insignificance to our consolidated financial 
statements, we do not defer these payments to recognize them over the life of the contract. Instead, we include them in our 
revenue figures as they are billed. Costs related to moving rigs and drilling equipment to new locations, before securing a 
contract for those areas, are recognized as expenses as incurred. Any reimbursements received for out-of-pocket relocation 
expenses are recorded as both revenues and direct costs. 
Most of our drilling contracts have a term of one year or less and the remaining performance obligations under the 
contracts without a fixed term are not material. 
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UNIT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS— (Continued)
47

Mid-Stream Revenue
The typical revenue contracts used by this segment were gas gathering and processing agreements as well as product 
sales. Superior recognized sales revenue at the point in time when control transferred to the purchaser, typically at a specified 
delivery point, based on the contractually agreed upon fixed or index-based price received. Contracts for gas gathering and 
processing services may have included terms for demand fees or shortfall fees. Demand fees or shortfall fees existed in 
arrangements where a customer agreed to pay a fixed fee for a contractually agreed upon pipeline capacity or shortfall fees for 
any minimum volumes not utilized, which created performance obligations for each individual period of reservation. Revenue 
for these fees was recognized either when the services were completed, the customer no longer had access to the contracted 
capacity, or the likelihood of the customer exercising all or a portion of their remaining rights became remote.
Contract Assets and Liabilities
The table below presents the changes in our contract asset and contract liability balances during periods indicated:
December 31,
Classification on the 
consolidated balance sheets
2023
2022
Change
(In thousands)
Assets
Current contract assets
Prepaid expenses and other
$ 
— $ 
— 
$ 
— 
Non-current contract assets
Other assets
 
—  
— 
 
— 
Total contract assets
$ 
— $ 
— 
$ 
— 
Liabilities
Current contract liabilities
Current portion of other long-term liabilities
$ 
16 $ 
24 
$ 
(8) 
Non-current contract liabilities
Other long-term liabilities
 
160  
176 
 
(16) 
Total contract liabilities
 
176  
200 
 
(24) 
Contract assets (liabilities), net
$ 
(176) $ 
(200) $ 
24 
NOTE 5 – ACQUISITIONS AND DIVESTITURES
Oil and Natural Gas
On December 13, 2023, the Company closed on the sale of certain non-core wells and related leases in the Texas 
Panhandle for cash proceeds of $50.0 million, subject to customary post-closing adjustments based on an effective date of 
October 1, 2023. The sale represented a significant alteration to the full cost pool as reserves in excess of 25% were divested. 
To determine the gain, the Company allocated the net book value of the full cost pool based on the relative fair value of the 
properties retained versus those divested. A gain of $37.2 million was recognized within gain on disposition of assets in the 
consolidated statements of operations.
The Company initiated an asset divestiture program at the beginning of 2021 to sell certain non-core oil and gas properties 
and reserves (the Divestiture Program). On October 4, 2021, the Company announced that it was expanding the Divestiture 
Program to include the potential sale of additional properties, including up to all of UPC’s oil and gas properties and reserves, 
and on January 20, 2022, the Company announced that it had retained a financial advisor and launched the process. On June 10, 
2022, the Company announced that it had ended its engagement with the financial advisor and terminated the process. During 
the process, the Company entered into an agreement to sell its Texas Gulf Coast oil and gas properties. The Company continues 
to evaluate opportunities to divest of non-core assets.
On July 1, 2022, the Company closed on the sale of certain wells and related leases near the Texas Gulf Coast for cash 
proceeds of $45.4 million, net of customary closing and post-closing adjustments based on an effective date of April 1, 2022. 
These proceeds reduced the net book value of our full cost pool with no gain or loss recognized as the sale did not result in a 
significant alteration of the full cost pool.
Table of Contents
UNIT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS— (Continued)
48

On March 8, 2022, the Company closed on the sale of certain non-core wells and related leases located near the Oklahoma 
Panhandle for cash proceeds of $3.6 million, net of customary closing and post-closing adjustments based on an effective date 
of December 1, 2021. These proceeds reduced the net book value of our full cost pool with no gain or loss recognized as the 
sale did not result in a significant alteration of the full cost pool.
On August 16, 2021, the Company closed on the sale of substantially all of our wells and related leases located near 
Oklahoma City, Oklahoma for cash proceeds of $16.1 million, net of customary closing and post-closing adjustments based on 
an effective date of August 1, 2021. These proceeds reduced the net book value of our full cost pool with no gain or loss 
recognized as the sale did not result in a significant alteration of the full cost pool.
On May 6, 2021, the Company closed on the sale of substantially all of our wells and the leases related thereto located in 
Reno and Stafford Counties, Kansas for cash proceeds of $7.3 million net of customary closing and post-closing adjustments 
based on an effective date of February 1, 2021. These proceeds reduced the net book value of our full cost pool with no gain or 
loss recognized as the sale did not result in a significant alteration of the full cost pool.
Net proceeds for the sale of other non-core oil and natural gas assets totaled $3.3 million, $7.7 million, and $5.0 million 
during the years ended December 31, 2023, 2022, and 2021 respectively. These proceeds reduced the net book value of our full 
cost pool with no gain or loss recognized as the sales did not result in a significant alteration of the full cost pool.
Contract Drilling
On May 18, 2023, the Company closed on the sale of two older generation SCR rigs and certain related equipment for 
total proceeds of $5.8 million. Cash proceeds of $5.0 million were received at closing and deferred cash proceeds of $0.8 
million were received on January 25, 2024. The deferred proceeds are included in notes receivable on the consolidated balance 
sheets. The total proceeds recognized during the year ended December 31, 2023 resulted in net gains of $4.4 million, which are 
presented within gain on disposition of assets in the consolidated statements of operations.
Proceeds for the sale of other non-core contract drilling assets totaled $13.6 million, $12.8 million, and $12.7 million 
during the years ended December 31, 2023, 2022, and 2021 respectively. These proceeds resulted in net gains of $9.5 million, 
$8.4 million, and $10.1 million during the years ended December 31, 2023, 2022, and 2021 respectively. The net gains are 
presented within gain on disposition of assets in the consolidated statements of operations.
Mid-Stream
In November 2021, Superior closed on an acquisition for $13.0 million, subject to customary closing and post-closing 
adjustments, that included a cryogenic processing plant, approximately 1,620 miles of low-pressure gathering pipeline, and 
related compressor stations located in southern Kansas. The transaction was accounted for as an asset acquisition.
Corporate and Other
On September 17, 2021, we closed on the sale of our corporate headquarters building and land for $35.0 million, subject 
to customary closing and post-close adjustments resulting in a gain of $0.9 million net of $2.2 million of transaction costs. In 
conjunction with the closing, we entered into a multi-year lease for a portion of the building. 
NOTE 6 – SHAREHOLDERS' EQUITY AND DIVIDENDS
Common Stock
On September 3, 2020 (Emergence Date), the Company emerged from Chapter 11 bankruptcy and issued a total of 
12.0 million shares of common stock at a par value of $0.01 per share (New Common Stock) to be subsequently distributed in 
accordance with the Chapter 11 plan of reorganization filed with the bankruptcy court on June 9, 2020 (as amended, 
supplemented and modified from time to time, the “Plan”). On February 21, 2023, a final decree was approved to close the 
remaining Chapter 11 case and grant related relief. As a result, any shares of common stock not yet claimed were deemed 
unclaimed property and have been treated as reductions to the number of shares of common stock issued and outstanding as of 
February 21, 2023.
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UNIT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS— (Continued)
49

All shares of New Common Stock are subject to the transfer restrictions in the Company’s Amended and Restated 
Certificate of Incorporation (Charter). Article XIV of the Charter provides that, subject to the exceptions provided in Article 
XIV, any attempted transfer of the Company's common stock will be prohibited and void ab initio if (i) because of the transfer, 
any person becomes a Substantial Stockholder (as defined below) other than by reason of Treasury Regulations section 
1.382-2T(j)(3) or (ii) the Percentage Stock Ownership (as defined in the Charter) interest of any Substantial Stockholder will be 
increased. A “Substantial Stockholder” means a person with a Percentage Stock Ownership of 4.75% or more.
Common Stock Repurchases
The table below presents the common stock repurchase activity during the periods indicated:
Shares
Purchase Price
Price per Share
(in thousands, except for per share amounts)
2023
Repurchase Program (1)
 
— $ 
— $ 
— 
Total Repurchases
 
— $ 
— $ 
— 
2022
Repurchase Program (1)
 
522 $ 
27,421 $ 
52.49 
Total Repurchases
 
522 $ 
27,421 $ 
52.49 
2021
Repurchase Program (1)
 
1,272 $ 
41,430 $ 
32.57 
Lender Repurchases (2)
 
600 $ 
9,000 $ 
15.00 
Other Repurchases (3)
 
78 $ 
1,487 $ 
19.07 
Total Repurchases
 
1,950 $ 
51,917 $ 
26.62 
1.
In June 2021, the Company's Board of Directors (the Board) authorized repurchasing up to $25.0 million of the Company’s outstanding common stock. 
The Board subsequently authorized increases to the authorized repurchases up to $50.0 million in October 2021 and then up to $100.0 million in June 
2022. The repurchases are made through open market purchases, privately negotiated transactions, or other available means. The Company has no 
obligation to repurchase any shares under the repurchase program and may suspend or discontinue it at any time without prior notice. As of December 31, 
2023, we had repurchased a total of 1,794,392 shares under the repurchase program at an average share price of $38.37 for an aggregate purchase price of 
$68.9 million.
2.     In June 2021, we repurchased our common stock from the Lenders (as defined in Note 9 - Long-Term Debt and Other Long-Term Liabilities) which 
received these shares as an exit fee during our reorganization.
3. 
During the year ended December 31, 2021, we repurchased shares in a privately negotiated transaction which was not part of the repurchase program.
The cumulative number of shares repurchased as of December 31, 2023 totaled 2,472,392. The cash purchase price and 
any direct acquisition costs are reflected as treasury stock on the consolidated balance sheets.
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UNIT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS— (Continued)
50

Dividends
The table below presents information about the dividends paid during the periods indicated:
Type
Dividend
per share
Total
Amount
Record Date
Payment Date
2023
(In thousands)
First quarter
Special
$ 
10.00 $ 
96,179 
January 20, 2023
January 31, 2023
Second quarter
Quarterly
$ 
2.50 $ 
24,071 
June 16, 2023
June 26, 2023
Third quarter
Quarterly
$ 
2.50 $ 
24,113 September 15, 2023 September 26, 2023
Fourth quarter
Quarterly
$ 
2.50 $ 
24,226 December 18, 2023
December 27, 2023
Fourth quarter
Special
$ 
15.00 $ 
145,353 December 18, 2023
December 27, 2023
Fourth quarter
Special
$ 
5.00 $ 
48,451 December 18, 2023
December 27, 2023
There were no dividends paid by the Company during the years ended December 31, 2022 and 2021. 
On March 7, 2024, the Company announced approval of a quarterly cash dividend of $1.25 per share for the first quarter 
of 2024. The dividend will be paid on March 28, 2024, to shareholders of record as of the close of business on March 18, 2024. 
The dividend will be funded by cash on the Company's balance sheet.
The declaration and payment of any future dividend, whether fixed, special, or variable, will remain at the full discretion 
of the Company’s Board of Directors and will depend upon the Company’s financial position, results of operations, cash flows, 
capital requirements, business conditions, future expectations, the requirements of applicable law, and other factors that the 
Company’s Board of Directors finds relevant at the time of considering any potential dividend declaration.
We have accrued liabilities for dividend equivalent payments to be made upon the vesting of restricted stock units 
outstanding as of the dividend record date, but not yet vested.
Warrants
Each holder of Unit common stock outstanding (Old Common Stock) before the Emergence Date that did not opt out of 
the release under the Plan is entitled to receive 0.03460447 warrants for every share of Old Common Stock owned. Each 
warrant is exercisable for one share of common stock, subject to adjustment as provided in the Warrant Agreement. The 
warrants expire on the earliest of (i) September 3, 2027, (ii) consummation of a Cash Sale (as defined in the Warrant 
Agreement), or (iii) the consummation of a liquidation, dissolution or winding up of the Company. 
As of December 31, 2023, the Company had authorized 1,843,318 warrants of which 98,365 had been exercised or 
canceled.
Among other provisions, the Warrant Agreement outlines potential adjustments to the warrants if certain events occur, 
including (i) stock dividends payable in shares of common stock or stock splits, (ii) reverse stock splits or similar combination 
events, (iii) Liquidity Events (as defined in the Warrant Agreement), and (iv) other events not explicitly contemplated which 
may have an adverse impact to the intent and purpose of the warrants as set forth in the Plan, provided, however, the warrants 
will not be adjusted for (a) any issuances of securities in connection with  a merger, share exchange, asset acquisition, stock 
purchase, recapitalization, reorganization or other similar business combination, (b) the issuance of any securities by Unit on or 
after September 3, 2020 (the "Emergence Date") pursuant to the Plan or upon the issuance of shares of common stock upon the 
exercise of such securities, (c) the issuance of any shares of common stock pursuant to the exercise of the warrants, (d) the 
issuance of shares of common stock pursuant to any management stock option incentive or similar plan, (e) a dividend or 
distribution to holders of common stock of cash, property, or securities (other than common stock), and/or (f) any change in the 
par value of the common stock.
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UNIT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS— (Continued)
51

Pursuant to the terms of the Warrant Agreement, the Company determined the initial exercise price of the warrants to be 
$63.74. On April 7, 2022, the Company delivered notice of the initial exercise price to the Warrant Agent and the warrants 
became exercisable for shares of the Company’s common stock. On or about April 25, 2022, the warrants began trading over-
the-counter under the symbol "UNTCW". On March 31, 2023, the warrants began trading on the OTCQX Best Market. 
See Note 16 - Derivatives for more information on how the warrants are treated in our consolidated financial statements 
and see Note 20 - Commitments And Contingencies for recent litigation related to the warrants.
NOTE 7 – EARNINGS PER SHARE
The table below shows the calculation of earnings per share attributable to Unit Corporation using the treasury stock 
method for the periods indicated:
Earnings (Loss)
(Numerator)
Weighted
Shares
(Denominator)
Per-Share
Amount
(In thousands except per share amounts)
Year ended December 31, 2023
Basic earnings attributable to Unit Corporation per common share
$ 
248,939 
 
9,695 
$ 
25.68 
Effect of dilutive restricted stock units and stock options (1)
 
— 
 
136 
 
(0.36) 
Diluted earnings attributable to Unit Corporation per common share
$ 
248,939 
 
9,831 
$ 
25.32 
Year ended December 31, 2022
Basic earnings attributable to Unit Corporation per common share
$ 
148,369 
 
9,874 
$ 
15.03 
Effect of dilutive restricted stock units and stock options(2)
 
— 
 
164 
 
(0.25) 
Diluted loss attributable to Unit Corporation per common share
$ 
148,369 
 
10,038 
$ 
14.78 
Year ended December 31, 2021
Basic earnings attributable to Unit Corporation per common share
$ 
60,647 
 
11,405 
$ 
5.32 
Effect of dilutive restricted stock units and stock options(3)
 
— 
 
115 
 
(0.06) 
Diluted loss attributable to Unit Corporation per common share
$ 
60,647 
 
11,520 
$ 
5.26 
1.
The diluted earnings per share calculation for the year ended December 31, 2023 excludes the effects related to 1,798,417 average warrants with a $63.74 
exercise price because their inclusion would be antidilutive.
2.
The diluted earnings per share calculation for the year ended December 31, 2022 excludes the effect related to 355,827 average outstanding stock options 
with a $45.00 exercise price and 1,822,206 average warrants with a $63.74 exercise price because their inclusion would be antidilutive.
3.
The diluted earnings per share calculation for the year ended December 31, 2021 excludes the effect related to 361,418 average outstanding stock options 
with a $45.00 exercise price because their inclusion would be antidilutive.
NOTE 8 – ACCRUED LIABILITIES
The table below presents the components of accrued liabilities: 
As of December 31,
2023
2022
 
(In thousands)
Employee costs
$ 
10,088 
$ 
5,905 
Lease operating expenses
 
2,453 
 
3,383 
Capital expenditures
 
653 
 
6,359 
Taxes
 
2,152 
 
1,035 
Interest payable
 
43 
 
40 
Other
 
1,332 
 
1,994 
Total accrued liabilities
$ 
16,721 
$ 
18,716 
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UNIT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS— (Continued)
52

NOTE 9 – LONG-TERM DEBT AND OTHER LONG-TERM LIABILITIES
Long-Term Debt
The table below presents the individual components of long-term debt: 
As of December 31,
2023
2022
 
(In thousands)
Long-term debt:
Exit credit agreement
 
— 
 
— 
Second Amended and Restated Credit Agreement. On March 8, 2024, the Company entered into the Second Amended and 
Restated Credit Agreement (the Second Credit Agreement), dated as of March 8, 2024 and effective as of March 1, 2024. This 
agreement replaces the Exit credit agreement, which was set to mature on March 1, 2024. The Second Credit Agreement 
provides a $10.0 million initial borrowing base, subject to semi-annual redetermination, with BOKF, NA dba Bank of 
Oklahoma (BOKF). The Second credit agreement matures on March 8, 2027 and is collateralized by the Company's BOSS rigs 
and upstream properties. 
The Second Credit Agreement requires the Company to comply with certain financial ratios, including: the Net Leverage 
Ratio (as defined in the Second Credit Agreement) as of the last day of any fiscal quarter can not be greater than 3.00 to 1.00 
and the Current Ratio to be less than 1.00 to 1.00. The Second Credit Agreement also contains provisions, among others, that 
require the Company to provide quarterly financial statements within 45 days after the end of each of the first three quarters of 
each fiscal year and annual audited financial statements within 90 days after the end of each fiscal year.
Exit Credit Agreement. On the Emergence Date, the Company entered into an amended and restated credit agreement (the 
Exit credit agreement), providing for a $140.0 million senior secured revolving credit facility (RBL Facility) and a 
$40.0 million senior secured term loan facility, among (i) the Company, UDC, and UPC (together, the Borrowers), (ii) the 
guarantors party thereto, including the Company and all of its subsidiaries existing as of the Emergence Date (other than 
Superior and its subsidiaries), (iii) the lenders party thereto from time to time (Emergence Lenders), and (iv) BOKF, NA dba 
Bank of Oklahoma as administrative agent and collateral agent (in such capacity, the Administrative Agent). The maturity date 
of borrowings under the Exit credit agreement was March 1, 2024. The Exit credit agreement was secured by first-priority liens 
on substantially all of the personal and real property assets of the Borrowers and the Guarantors, including the Company’s 
ownership interests in Superior. 
Since the Emergence Date, the Company and the Lenders have had various amendments that reduced the borrowing base 
of the Exit credit agreement. As of December 31, 2023, the Exit credit agreement had a borrowing base of $35.0 million. 
The Exit credit agreement required the Company to comply with certain financial ratios, including: the Net Leverage 
Ratio (as defined in the Exit credit agreement) as of the last day of any fiscal quarter could not be greater than 3.25 to 1.00, the 
Current Ratio (as defined in the Exit credit agreement) as of the last day of any fiscal quarter could not be less than 1.00 to 1.00, 
and the Interest Coverage Ratio (as defined in the Exit credit agreement) as of the last day of any fiscal quarter could not be less 
than 2.50 to 1.00. The Exit credit agreement also contained provisions, among others, that limited certain capital expenditures, 
and required certain hedging activities. The Exit credit agreement further required the Company to provide quarterly financial 
statements within 45 days after the end of each of the first three quarters of each fiscal year and annual financial statements 
within 90 days after the end of each fiscal year. As of December 31, 2023 and December 31, 2022, the Company was in 
compliance with these covenants.
As of December 31, 2023, we had no long-term borrowings and $1.4 million of letters of credit outstanding under the Exit 
credit agreement.
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UNIT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS— (Continued)
53

Other Long-Term Liabilities
The table below presents the components of other long-term liabilities: 
As of December 31,
2023
2022
 
(In thousands)
Asset retirement obligation (ARO) liability
$ 
10,901 
$ 
23,440 
Workers’ compensation
 
8,296 
 
8,344 
Contract liabilities
 
176 
 
200 
Separation benefit plans
 
1,009 
 
1,110 
Gas balancing liability
 
3,015 
 
4,257 
Dividend equivalents liability
 
3,651 
 
— 
 
27,048 
 
37,351 
Less: current portion
 
4,245 
 
3,989 
Total other long-term liabilities
$ 
22,803 
$ 
33,362 
 
NOTE 10 – ASSET RETIREMENT OBLIGATIONS
The following table presents activity for our estimated AROs:
Year Ended December 31,
2023
2022
 
(In thousands)
ARO liability, beginning of period
$ 
23,440 
$ 
25,688 
Accretion of discount
 
1,880 
 
1,798 
Liability incurred
 
54 
 
22 
Liability settled
 
(1,608)  
(1,085) 
Liability sold
 
(13,632)  
(7,284) 
Revision of estimates (1)
 
767 
 
4,301 
ARO liability, end of period
 
10,901 
 
23,440 
Less: current portion
 
607 
 
2,858 
Long-term ARO liability
$ 
10,294 
$ 
20,582 
1.
Plugging liability estimates were revised for updates in the cost of services used to plug wells over the preceding year and estimated dates to be plugged.
NOTE 11 – WORKERS' COMPENSATION
We are liable for workers' compensation benefits for traumatic injuries through our self-insured program to provide 
income replacement and medical treatment for work-related traumatic injury claims as required by applicable state laws. 
Workers' compensation laws also compensate survivors of workers who suffer employment related deaths. Our liability for 
traumatic injury claims is the estimated present value of current workers' compensation benefits, based on our actuarial 
estimates. Our actuarial calculations are based on a blend of actuarial projection methods and numerous assumptions including 
claim development patterns, mortality, medical costs and interest rates.
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UNIT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS— (Continued)
54

The following table presents activity for our workers' compensation liability during the periods indicated:
Year Ended December 31,
2023
2022
 
(In thousands)
Workers' compensation liability, beginning of period
$ 
8,345 
$ 
7,925 
Claims and valuation adjustments
 
524 
 
838 
Payments
 
(573)  
(419) 
Workers' compensation liability, end of period
 
8,296 
 
8,344 
Less: current portion
 
1,014 
 
1,070 
Long-term workers' compensation liability
$ 
7,282 
$ 
7,274 
Our workers' compensation liability above is presented on a gross basis and does not include our expected receivables on 
our insurance policy. Our receivables for traumatic injury claims under these policies as of December 31, 2023 and 2022 are 
$5.1 million and $4.8 million, respectively, and are included in other assets on our consolidated balance sheets.
NOTE 12 – INCOME TAXES 
The following table presents a reconciliation between income tax expense computed by applying the federal statutory rate 
to income before income taxes and our effective income tax expense during the periods indicated: 
Year Ended December 31,
2023
2022
2021
 
(In thousands)
Income tax expense at statutory rate
$ 
42,720 $ 
31,228 $ 
12,772 
State income tax expense, net of federal benefit
 
6,661  
5,538  
2,129 
Stock-based compensation windfall
 
(370)  
(723)  
— 
Non-controlling interest in Superior
 
—  
(1,428)  
(3,046) 
Change in valuation allowance
 
(115,115)  
(43,008)  
(16,612) 
Revaluation of deferred tax assets and liabilities due to state income tax rate change
 
5,699  
—  
— 
Warrant liability revaluation
 
—  
7,184  
4,640 
Sale of Superior investment (Note 19)
 
14,416  
— 
Other permanent items
 
479  
1,542  
290 
Income tax expense (benefit)
$ 
(45,510) $ 
333 $ 
173 
 
The Company reviews available positive and negative evidence to assess the need for a valuation allowance against the 
Company's deferred tax assets. On the basis of this assessment, a full valuation allowance was recorded against the Company's 
net deferred tax assets as of December 31, 2021 and December 31, 2022. The Company recorded pre-tax income attributable to 
Unit Corporation during 2022, and 2021, respectively with anticipated pre-tax income in 2023. After considering these positive 
results, the resulting significant three-year cumulative income position, and other available positive and negative evidence, the 
Company determined that it is more likely than not that a portion of the net deferred tax assets related to NOL carryforwards 
would be realized. Accordingly, the Company released a portion of its valuation allowance contributing to a $94.7 million net 
change in the valuation allowance with a corresponding income tax benefit recorded in our condensed consolidated 
statements of operations. Additional changes in the valuation allowance were primarily due to the disposition of non-producing 
oil and gas properties from our Texas Panhandle divestiture.
Realizability of NOL carryforwards is dependent upon the Company's ability to produce future taxable income. Predicting 
future earnings is uncertain as commodity prices are volatile. As the Company continues to assess the realizability of NOL 
carryforwards going forward, changes in estimates of future taxable income could result in the need for a valuation allowance to 
be applied in future periods.
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UNIT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS— (Continued)
55

The following table presents the Company's total provision for income taxes during the periods indicated: 
Year Ended December 31,
2023
2022
2021
 
(In thousands)
Current taxes:
Federal
$ 
— $ 
— $ 
— 
State
 
1,575  
333  
173 
 
1,575  
333  
173 
Deferred taxes:
Federal
 
(42,261)  
—  
— 
State
 
(4,824)  
—  
— 
 
(47,085)  
—  
— 
Total provision for income taxes
$ 
(45,510) $ 
333 $ 
173 
 
The following table presents the components of net deferred tax assets and liabilities: 
December 31,
2023
December 31,
2022
 
(In thousands)
Deferred tax assets:
Allowance for losses and nondeductible accruals
$ 
6,967 $ 
15,662 
Net operating loss carryforward (1)
 
57,290  
81,199 
Non-producing oil and natural gas properties
 
19,283  
37,493 
Producing oil and natural gas properties
 
76  
17,044 
Alternative minimum tax and research and development tax credit carryforward
 
1,738  
1,738 
Gross deferred tax assets
 
85,354  
153,136 
Valuation allowance (2)
 
(26,250)  
(141,365) 
Total deferred tax assets
 
59,104  
11,771 
Deferred tax liabilities:
Contract drilling and other equipment
 
(12,019)  
(11,365) 
Investment in Superior
 
—  
(406) 
Total deferred tax liabilities
 
(12,019)  
(11,771) 
Deferred tax assets, net
$ 
47,085 $ 
— 
1. As of December 31, 2023, the Company had an expected federal net operating loss carryforward of $243.8 million of which $48.8 million is subject to 
expiration in 2037.
2. The Company has retained a partial valuation allowance on its deferred tax assets as of December 31, 2023 primarily due to uncertainty in forecasting the 
timing of future tax benefit recognition related to certain non-producing oil and gas properties and allowance for losses and nondeductible accruals.
We file income tax returns in the U.S. federal jurisdiction and various states. We are no longer subject to U.S. federal tax 
examinations for years before 2020 or state income tax examinations by state taxing authorities for years before 2019. As of 
December 31, 2023, our tax basis in UPC's properties was approximately $161.7 million.
NOTE 13 – EMPLOYEE BENEFIT PLANS
Separation Benefit Plans. As of the Emergence Date, the Board adopted (i) the Amended and Restated Separation Benefit 
Plan of Unit Corporation and Participating Subsidiaries (Amended Separation Benefit Plan), (ii) the Amended and Restated 
Special Separation Benefit Plan of Unit Corporation and Participating Subsidiaries (Amended Special Separation Benefit Plan) 
and (iii) the Separation Benefit Plan of Unit Corporation and Participating Subsidiaries (New Separation Benefit Plan). In 
accordance with the Plan, the Amended Separation Benefit Plan and the Amended Special Separation Benefit Plan allowed 
former employees or retained employees with vested severance benefits under either plan to receive certain cash payments in 
full satisfaction for their allowed separation claim under the Chapter 11 Cases. 
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS— (Continued)
56

Also in accordance with the Plan, the New Separation Benefit Plan was a comprehensive severance plan for retained 
employees, including retained employees whose severance did not already vest under the Amended Separation Benefit Plan or 
the Amended Special Separation Benefit Plan. The New Separation Benefit Plan provided eligible employees that are 
involuntarily separated with two weeks of severance pay per year of service, with a minimum of four weeks and a maximum of 
13 weeks. These benefits also vested for voluntary separation after 20 years of service provided to the Company. 
On November 1, 2021, the New Separation Benefit Plan was amended (Amended New Separation Benefit Plan) with 
consideration to the Divestiture Program to redefine which employees are entitled to the two weeks of severance pay per year of 
service with a minimum of four weeks and a maximum of 13 weeks as well as introduce new employee groups entitled to 
involuntary separation benefits equal to four months of base salary, six months of base salary, or 12 months of base salary if 
eligible upon involuntary separation. The Amended New Separation Benefit Plan maintains a 13 week severance benefit for 
voluntary separation which vests after 20 years of service provided to the Company.
We recognized expense for benefits associated with anticipated payments from these separation plans of $0.9 million, 
$3.9 million, and $3.4 million during the years ended December 31, 2023, 2022, and 2021, respectively.
401(k) Employee Thrift Plan. Employees who meet specified service requirements may contribute a percentage of their 
total compensation, up to a specified maximum, to the 401(k) Employee Thrift Plan. We may match each employee’s 
contribution, up to a specified maximum, in full or on a partial basis with cash or common stock. The 2021, 2022, and 2023 
plan year matching contributions were made in cash. Total 401(k) employer matching expense was $1.6 million, $1.4 million, 
and $1.6 million during the years ended December 31, 2023, 2022, and 2021, respectively.
NOTE 14 – TRANSACTIONS WITH RELATED PARTIES
One current director, Robert Anderson, also serves as an executive with GBK Corporation, a holding company with 
numerous energy and industry subsidiaries and affiliates, including Kaiser Francis Oil Company and Cactus Drilling Company. 
The Company in the ordinary course of business, made payments for working interests, joint interest billings, drilling services, 
and product purchases to, and received payments for working interests, joint interest billings, and contract drilling services 
from, Kaiser Francis Oil Company and Cactus Drilling Company.
The table below presents the payment activity with these related parties during the periods indicated:
Year Ended December 31,
2023
2022
2021
(In thousands)
Payments made to:
Kaiser Francis Oil Company
$ 
2,205 $ 
5,656 $ 
5,748 
Cactus Drilling Company
$ 
— $ 
— $ 
772 
Payments received from:
Kaiser Francis Oil Company
$ 
6,155 $ 
12,869 $ 
6,237 
NOTE 15 – STOCK-BASED COMPENSATION
Unit Corporation Long Term Incentive Plan. On the Emergence Date, the Board adopted the Unit Corporation Long Term 
Incentive Plan (LTIP) to incentivize employees, officers, directors and other service providers of the Company and its affiliates. 
The LTIP is administered by the Compensation Committee and provides for the grant, from time to time, at the discretion of the 
Board or a committee thereof, of stock options, stock appreciation rights, restricted stock, restricted stock units, stock awards, 
dividend equivalents, other stock-based awards, cash awards, performance awards, substitute awards or any combination of the 
foregoing. Subject to adjustment in the event of certain transactions or changes of capitalization in accordance with the LTIP, 
903,226 shares of New Common Stock were reserved for issuance pursuant to awards under the LTIP. New Common Stock 
subject to an award that expires or is canceled, forfeited, exchanged, settled in cash, or otherwise terminated without delivery of 
shares and shares withheld to pay the exercise price of, or to satisfy the withholding obligations with respect to, an award will 
again be available for delivery pursuant to other awards under the LTIP.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS— (Continued)
57

The following table presents the stock-based compensation expense activity recognized during the periods indicated: 
Year Ended December 31,
2023
2022
2021
 
(In thousands)
Recognized stock compensation expense
$ 
7,547 $ 
6,718 $ 
826 
Tax benefit on stock-based compensation
$ 
1,773 $ 
1,646 $ 
202 
The tables below presents the activity pertaining to nonvested RSUs during the periods indicated: 
Year Ended December 31,
2023
2022
2021
Number
of Shares
Weighted
Average Grant 
Date
Fair Value
Number
of Shares
Weighted
Average Grant 
Date
Fair Value
Number
of Shares
Weighted
Average Grant 
Date
Fair Value
Beginning of period
 
170,313 $ 
27.15  
315,529 $ 
26.71  
— $ 
— 
Granted (1)
 
23,700  
47.88  
7,850  
30.50  
315,529  
26.71 
Vested
 
(87,319)  
27.29  
(151,341)  
26.33  
—  
— 
Forfeited
 
(15,059)  
34.00  
(1,725)  
34.00  
—  
— 
End of period (2)
 
91,635 $ 
31.24  
170,313 $ 
27.15  
315,529 $ 
26.71 
1.
RSUs granted in July 2023 had an aggregate grant date fair value of $1.1 million and will one-third vest on each of the following dates: August 1, 2024, 
July 1, 2025, and July 1, 2026.  RSUs granted in January 2022 had an aggregate grant date fair value of $0.2 million and vest equally each month for 
thirty months. RSUs granted in April 2021 had an aggregate grant date fair value of $1.4 million and vest 25% on each of the following dates: May 27, 
2022, September 3, 2022, September 3, 2023, and September 3, 2024. RSUs granted in October 2021 had an aggregate grant date fair value of $7.0 
million and one-third vest on each of the following dates: November 21, 2022, October 1, 2023, and October 1, 2024.
2.
The aggregate compensation cost related to nonvested RSUs not yet recognized as of December 31, 2023 was $2.2 million with a weighted average 
remaining service period of 0.9 years.
The tables below summarizes activity pertaining to outstanding stock options during the periods presented: 
Year Ended December 31,
2023
2022
2021
Number
of Shares
Weighted 
Average
Exercise Price
Number
of Shares
Weighted 
Average
Exercise Price
Number
of Shares
Weighted 
Average
Exercise Price
Beginning of period
 
319,166 $ 
45.00  
361,418 $ 
45.00  
— $ 
— 
Granted (1)
 
—  
—  
13,416  
45.00  
361,418  
45.00 
Exercised
 
(74,495)  
34.80  
(55,668)  
45.00  
—  
— 
Forfeited or expired
 
(29,373)  
35.00  
—  
—  
—  
— 
End of period (2) (4)
 
215,298 $ 
7.50  
319,166 $ 
45.00  
361,418 $ 
45.00 
Exercisable (3) (4)
 
140,492 $ 
7.50  
108,755 $ 
45.00  
— $ 
— 
1.
Stock options granted in January 2022 had an aggregate grant date fair value of $0.1 million and 100% vest on the first anniversary of the grant date. 
Stock options granted in October 2021 had an aggregate grant date fair value of $4.1 million and one-third vest on each of the following dates: October 1, 
2022, October 1, 2023, and October 1, 2024. 
2.
Stock options outstanding as of December 31, 2023 had a weighted average remaining contractual term of 2.67 years and an aggregate intrinsic value of 
$7.7 million. The aggregate compensation cost related to outstanding options not yet recognized as of December 31, 2023 was $1.8 million with a 
weighted average remaining service period of 0.75 years. 
3.
Stock options exercisable as of December 31, 2023 had a weighted average remaining contractual term of 2.63 years and an aggregate intrinsic value of 
$5.0 million.
4.
In accordance with the provisions allowed under the LTIP, the Compensation Committee adjusted the per share exercise price of all outstanding stock 
options to $35.00 effective January 31, 2023, to $32.50 effective June 26, 2023, to $30.00 effective September 26, 2023, and to $7.50 effective December 
27, 2023 to account for the dividends paid on each of those respective dates.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS— (Continued)
58

NOTE 16 – DERIVATIVES
Commodity Derivatives
We entered into various types of derivative transactions covering some of our projected natural gas, NGLs, and oil 
production. These transactions were intended to reduce our exposure to market price volatility by setting the price(s) we would 
receive for that production. Our decisions on the price(s), type, and quantity of our production subject to a derivative contract 
were based, in part, on our view of current and future market conditions as well as certain requirements stipulated in the Exit 
credit agreement. Our commodity derivative transactions have consisted of the following types of hedges: 
•
Basis/Differential Swaps. We receive or pay the NYMEX settlement value plus or minus a fixed delivery point price 
for the commodity and pay or receive the published index price at the specified delivery point. We use basis/
differential swaps to hedge the price risk between NYMEX and its physical delivery points.
•
Swaps. We receive or pay a fixed price for the commodity and pay or receive a floating market price to the 
counterparty. The fixed-price payment and the floating-price payment are netted, resulting in a net amount due to or 
from the counterparty.
•
Collars. A collar contains a fixed floor price (put) and a ceiling price (call). If the market price exceeds the call strike 
price or falls below the put strike price, we receive the fixed price and pay the market price. If the market price is 
between the call and the put strike price, no payments are due from either party. 
We do not engage in derivative transactions for speculative purposes. We are not required to post any cash collateral with 
our counterparties and no collateral has been posted as of December 31, 2023.
There were no commodity derivatives outstanding as of December 31, 2023. 
Warrants
Prior to the determination of the initial exercise price, we recognized the fair value of the warrants as a derivative liability 
on our consolidated balance sheets with changes in the liability reported as loss on change in fair value of warrants in our 
consolidated statements of operations. On April 7, 2022, the Company delivered notice of the initial $63.74 exercise price 
resulting in the warrants meeting the definition of an equity instrument. Accordingly, we recognized the change in the fair value 
of the warrant liability in our consolidated statements of operations and reclassified the $49.1 million warrant liability to capital 
in excess of par value on the consolidated balance sheets as of April 7, 2022. The warrants will continue to be reported as 
capital in excess of par value and are no longer subject to future fair value adjustments.
The following table presents the recognized derivative liabilities on our consolidated balance sheets as of the date 
identified:
Balances as of December 31, 2022
Balance Sheet Classification
Presented
Gross
Effects of
Netting
Presented
Net
 
 
(In thousands)
Liabilities:
Current Commodity Derivatives
Current derivative liabilities
$ 
32,113 
$ 
(8,547) $ 
23,566 
Long-term Commodity Derivatives
Non-current derivative liabilities
 
— 
 
— 
 
— 
Warrant Liability
Warrant liability
 
— 
 
— 
 
— 
Total derivative liabilities
$ 
32,113 
$ 
(8,547) $ 
23,566 
There were no derivative assets or liabilities presented at fair value in our consolidated balance sheets as of December 31, 
2023. 
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UNIT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS— (Continued)
59

The following table presents the activity related to derivative instruments in the consolidated statements of operations 
during the periods indicated:
Year Ended December 31,
2023
2022
2021
 
(In thousands)
Gain (loss) on derivatives
$ 
12,975 
$ 
(63,610) $ 
(97,615) 
Cash settlements paid on commodity derivatives
 
(10,591)  
(98,775)  
(44,591) 
Gain (loss) on derivatives less cash settlements paid on commodity derivatives
$ 
23,566 
$ 
35,165 $ 
(53,024) 
Loss on change in fair value of warrants
$ 
— 
$ 
(29,323) $ 
(18,937) 
NOTE 17 – FAIR VALUE MEASUREMENTS
For those assets and liabilities presented at fair value in our consolidated balance sheets, the valuation technique that we 
use is determined by the inputs that are available. Fair value measurements are categorized into one of three different levels 
depending on the observability of the inputs used in the measurement.  The levels are summarized as follows:
•
Level 1—observable inputs such as quoted prices in active markets for identical assets and liabilities.
•
Level 2—other observable pricing inputs, such as quoted prices in inactive markets, or other inputs that are either 
directly or indirectly observable as of the reporting date, including inputs that are derived from or corroborated by 
observable market data.
•
Level 3—generally unobservable inputs which are developed based on the best information available and may 
include our own internal data or estimates about how market participants would value such assets and liabilities.
Recurring Fair Value Measurements
The following table presents our recurring fair value measurements as of the identified date: 
 
Balances as of December 31, 2022
 
Level 1
Level 2
Level 3
Total
 
(In thousands)
Financial liabilities:
Commodity derivative liabilities
 
— 
 
23,566 
 
— 
 
23,566 
$ 
— 
$ 
23,566 
$ 
— 
$ 
23,566 
There were no recurring fair value assets or liabilities presented at fair value in our consolidated balance sheets as of 
December 31, 2023. 
The following methods and assumptions were used to estimate the fair values of the assets and liabilities in the table 
above. There were no transfers between Level 2 and Level 3 financial assets (liabilities).
Commodity Derivatives. We measure the fair values of our crude oil and natural gas swaps and collars using estimated 
discounted cash flow calculations based on the NYMEX futures index. We consider these Level 2 measurements within the fair 
value hierarchy as the inputs in the model are substantially observable over the term of the commodity derivative contract and 
there is a wide availability of quoted market prices for similar commodity derivative contracts. 
We determined that the non-performance risk regarding our commodity derivative counterparties was immaterial based 
on our valuation at December 31, 2022. 
There were no commodity derivatives outstanding as of December 31, 2023. 
 
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UNIT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS— (Continued)
60

Warrant Liability. We used the Black-Scholes option pricing model to measure the fair value of the warrants. Key inputs 
for the Black-Scholes model included the stock price, exercise price, expected term, risk-free rate, volatility, and dividend yield. 
We consider this a Level 3 measurement within the fair value hierarchy as estimated volatility is generally unobservable and 
requires management's estimation.  
The following table presents the activity of our recurring Level 3 fair value measurements during the periods presented:
 
Year Ended December 31,
 
2023
2022
2021
 
(In thousands)
Beginning of period
$ 
— $ 
19,822 $ 
885 
Loss on change in warrant liability
 
—  
29,323  
18,937 
Reclassification of warrant liability to capital in excess of par value
 
—  
(49,145)  
— 
End of period
$ 
— $ 
— $ 
19,822 
Fair Value of Other Financial Instruments
We have determined the estimated fair values of other financial instruments by using available market information and 
valuation methodologies. Considerable judgment is required in interpreting market data to develop the estimates of fair value. 
The use of different market assumptions or valuation methodologies may have a material effect on the estimated fair value 
amounts.
The carrying values on the consolidated balance sheets for cash and cash equivalents, accounts receivable, accounts 
payable, other current assets, and current liabilities approximate their fair values because of their short-term nature.
Fair Value of Non-Financial Instruments
ARO. The initial measurement of ARO at fair value is calculated using discounted cash flow techniques and based on 
internal estimates of future retirement costs associated with property and equipment. Significant Level 3 inputs used in the 
calculation of AROs include plugging costs and remaining reserve lives. A summary of the Company’s ARO activity is 
presented in Note 10 – Asset Retirement Obligations.
Stock-Based Compensation. We use the Black-Scholes option pricing model to estimate the fair value of stock option
grants and modifications while the value of our restricted stock unit grants is based on the grant date closing stock price. Key
assumptions for the Black-Scholes models include the stock price, exercise price, expected term, risk-free rate, volatility, and
dividend yield. We consider this a Level 3 measurement within the fair value hierarchy as estimated volatility is generally
unobservable and requires management's estimation.
Impairments. Non-recurring fair value measurements are also applied, when applicable, to determine the fair value of our 
long-lived assets and goodwill. We recorded non-cash impairment charges as discussed further in Note 3 – Impairments. The 
fair value measurement of these assets is categorized as a Level 3 measurement as the discounted cash flow models require the 
use of significant unobservable inputs. 
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS— (Continued)
61

NOTE 18 – LEASES
Operating Leases. We are a lessee through noncancellable lease agreements for property and equipment consisting 
primarily of office space, land, vehicles, and equipment used in both our operations and administrative functions. 
In September 2021, we entered into an operating lease agreement for our headquarters office space which generated 
right of use assets and liabilities at lease inception of $8.4 million.
The following table presents the maturities, weighted average remaining lease term, and the weighted average discount 
rate of our operating lease liabilities as of December 31, 2023:
Amount
(In thousands)
Ending December 31,
2024
$ 
2,288 
2025
 
2,125 
2026
 
1,472 
2027
 
— 
2028
 
— 
2029 and beyond
 
— 
Total future payments
 
5,885 
Less: Interest
 
508 
Present value of future minimum operating lease payments
 
5,377 
Less: Current portion
 
1,985 
Total long-term operating lease payments
$ 
3,392 
Weighted average remaining lease term (years)
2.7
Weighted average discount rate (1)
 6.78 %
1.
Our weighted average discount rates represent the rate implicit in the lease or our incremental borrowing rate for a term equal to the remaining term of the 
lease.
Finance Leases. During 2014, Superior entered into finance lease agreements for 20 compressors with initial terms of 
seven years and an option to purchase the assets at 10% of their then fair market value at the end of the term. These finance 
leases were discounted using annual rates of 4.0% and the underlying assets are included in gas gathering and processing 
equipment. Superior purchased the leased assets for $3.0 million in May 2021.
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UNIT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS— (Continued)
62

The following table presents the operating and finance lease assets and liabilities on our consolidated balance sheets:
Balance Sheet Classification
December 31, 
2023
December 31, 
2022
(In thousands)
Assets
Operating lease right of use assets
Right of use assets
$ 
5,262 $ 
6,551 
Total lease right of use assets
$ 
5,262 $ 
6,551 
Liabilities
Current liabilities:
Operating lease liabilities
Current operating lease liabilities
$ 
1,985 $ 
1,605 
Non-current liabilities:
Operating lease liabilities
Operating lease liabilities
 
3,392  
5,035 
Total lease liabilities
$ 
5,377 $ 
6,640 
The following table presents the components of total lease cost for our operating and finance leases during the periods 
indicated:
Year Ended December 31,
2023
2022
2021
(In thousands)
Components of total lease cost:
Short-term lease cost (1)
$ 
7,337 $ 
10,650 $ 
12,898 
Operating lease cost
 
3,932  
3,278  
4,546 
Amortization of finance leased assets
 
—  
—  
1,248 
Interest on finance lease liabilities
 
—  
—  
33 
Total lease cost
$ 
11,269 $ 
13,928 $ 
18,725 
1.
Short-term lease cost includes amounts capitalized related to our oil and natural gas segment of $1.1 million, $1.8 million, and $1.5 million for the years 
ended December 31, 2023, 2022, and 2021, respectively.
The following table presents supplemental cash flow information related to our operating and finance leases during the 
periods indicated:
Year Ended December 31,
2023
2022
2021
(In thousands)
Cash payments made on operating leases
$ 
3,905 $ 
3,210 $ 
4,605 
Cash payments made on finance leases
$ 
— $ 
— $ 
3,216 
Lease liabilities recognized in exchange for new operating lease right of use assets
$ 
3,712 $ 
909 $ 
11,155 
Termination of lease liabilities and operating lease right of use assets (1)
$ 
(1,631) $ 
— $ 
— 
1.
Leases terminated as a results of the Texas Panhandle divestiture. See Note 5 - Acquisitions And Divestitures.
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UNIT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS— (Continued)
63

NOTE 19 – SUPERIOR INVESTMENT
Sale Event. On April 24, 2023 (the "Superior Sale Date"), we entered into a purchase and sale agreement (the "Superior 
PSA") with SP Investor under which the Company sold its 50% ownership interest in Superior for $20.0 million. Unit received 
proceeds of $12.0 million at closing and will receive $8.0 million in deferred proceeds at the earlier of twelve months following 
the Superior Sale Date or the consummation of a Sale Transaction by SP Investor (as defined in the Superior PSA), subject to 
Unit's satisfaction of certain ongoing covenant obligations and other customary conditions.
The $7.5 million estimated fair value of the deferred proceeds plus accrued interest is included in notes receivable on the 
consolidated balance sheets and we recognized the excess of the total proceeds at fair value over the carrying value of our 
equity method investment as a $17.8 million gain on sale of Superior investment in the consolidated statements of operations. 
To estimate this fair value, we discounted the future cash flows to present value using an estimated market participant interest 
rate.
Background. On April 3, 2018, we sold 50% of the ownership interest in Superior to SP Investor Holdings, LLC (SP 
Investor), a holding company jointly owned by OPTrust, and funds managed and/or advised by Partners Group, a global private 
markets investment manager. Superior was governed and managed under the Amended and Restated Limited Liability 
Company Agreement (Agreement) and Amended and Restated Master Services and Operating Agreement (MSA). The MSA 
was between our wholly-owned subsidiary, SPC Midstream Operating, L.L.C. (the Operator), and Superior. As the Operator, 
we provided services, such as operations and maintenance support, accounting, legal, and human resources to Superior for a 
monthly service fee of $0.3 million, and continued to do so under a transition services agreement for the same fee until 
December 31, 2023. The monthly service fee and transition service fees were recorded as reductions to general and 
administrative expense on our consolidated statements of operations. Unit was not a party to and did not guarantee Superior's 
credit agreement, and Superior's creditors had no recourse to our general credit. The obligations under Superior's credit 
agreement were secured by, among other things, mortgage liens on certain of Superior’s processing plants and gathering 
systems. 
Distributions. The Agreement specified how future distributions were to be allocated among Unit Corporation and SP 
Investor (the Members). Distributions from Available Cash (as defined in the Agreement) were generally split evenly between 
the Members prior to December 31, 2021, when the three-year period for Unit's commitment to spend $150.0 million (Drilling 
Commitment Amount) to drill wells in the Granite Wash/Buffalo Wallow area ended. The total amount spent by Unit towards 
the Drilling Commitment Amount was $24.6 million. Accordingly, SP Investor was entitled to receive 100% of Available Cash 
distributions related to periods subsequent to December 31, 2021 until the $72.7 million Drilling Commitment Adjustment 
Amount (as defined in the Agreement) was satisfied. 
The following table presents the distributions paid by Superior to the members during the periods indicated:
Date
Recipient
Amount
January 1, 2023 through April 24, 2023
January 31, 2023
SP Investor
$11.1 million
Year ended December 31, 2022
October 31, 2022
SP Investor
$16.2 million
July 29, 2022
SP Investor
$13.9 million
April 29, 2022
SP Investor
$10.5 million
January 31, 2022
Unit Corporation
$9.5 million
January 31, 2022
SP Investor
$9.5 million
The January 2023 distributions paid by Superior reduced the remaining Drilling Commitment Adjustment Amount to 
$20.9 million.
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UNIT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS— (Continued)
64

After April 1, 2023, either Member had the right to initiate a sale process of Superior to a third-party or a liquidation of 
Superior's assets (Sale Event). In a Sale Event, the Agreement generally required cumulative distributions to SP Investor in 
excess of its original $300.0 million investment sufficient to provide SP Investor a 7% internal rate of return on its capital 
contributions to Superior before any liquidation distribution was made to Unit. As of April 24, 2023, liquidation distributions 
paid first to SP Investor of $331.0 million would have been required for SP Investor to reach its 7% Liquidation IRR Hurdle at 
which point Unit would then have been entitled to receive up to $331.0 million of the remaining liquidation distributions to 
satisfy Unit's 7% Liquidation IRR Hurdle with any remaining liquidation distributions paid as outlined within the Agreement. 
Consolidation. From April 3, 2018 to March 1, 2022, we treated Superior as a variable interest entity (VIE) because the 
equity holders as a group (Unit Corporation and SP Investor) lacked the power to control without the Operator. The Agreement 
and MSA gave us the power to direct the activities that most significantly affect Superior's operating performance through 
common control of the Operator. Accordingly, Unit was considered the primary beneficiary and consolidated the financial 
position, operating results, and cash flows of Superior. 
Effective March 1, 2022, the employees of the Operator were transferred to Superior and the MSA was amended and 
restated to remove the operating services the Operator was providing to Superior. There was no change to the monthly service 
fee for shared services. The power to direct the activities that most significantly affect Superior's operating performance was 
then shared by the equity holders (Unit Corporation and SP Investor) rather than held by the Operator. Superior no longer 
qualified as a VIE subsequent to these amendments and we no longer consolidated the financial position, operating results, and 
cash flows of Superior subsequent to March 1, 2022. 
We subsequently accounted for our investment in Superior as an equity method investment using the hypothetical 
liquidation book value (HLBV) method, which is a balance sheet approach that calculates the change in the hypothetical 
amount Unit and SP Investor would be entitled to receive if Superior were liquidated at book value at the end of each period, 
adjusted for any contributions made and distributions received during the period. We recognized no equity earnings from our 
investment in Superior during the years ended December 31, 2022 and December 31, 2023.
Estimated Fair Value of Equity Method Investment in Superior. As of the Emergence Date, in conjunction with fresh start 
accounting under ASC Topic 852, Reorganizations, the estimated fair value of the net equity attributable to Unit's ownership 
interest in Superior was $14.8 million. Since then, Unit has received cumulative distributions from Superior of $32.6 million, 
which were recognized as net income attributable to Unit under the HLBV method. As of March 1, 2022, upon deconsolidation 
of Superior, the fair value of our retained equity method investment in Superior was estimated at $1.7 million. To estimate this 
fair value, we simulated paths for Superior's total equity value through the potential sales process initiation date using a 
Geometric Brownian Motion. The expected value (i.e., average of all simulations) of each security class was then discounted to 
present value using the relevant risk-free rate. The simulations reflect forecasted future cash distributions as impacted by the 
Drilling Commitment Adjustment Amount described above, as well as the future liquidation preference of each investor in a 
potential Sale Event also as described above. We considered this a Level 3 measurement within the fair value hierarchy as the 
discounted simulation models required the use of significant unobservable inputs. 
We recognized a $13.1 million loss on deconsolidation during the three months ended March 31, 2022 as the difference 
between the $1.7 million estimated fair value of our retained equity method investment in Superior as of March 1, 2022 and 
Superior's net equity attributable to Unit's ownership interest prior to deconsolidation.
Affiliate Activity. The table below presents UPC's affiliate activity with Superior during the periods indicated:
Year Ended December 31,
2023
2022
2021
(In thousands)
Oil and natural gas revenues (1)
$ 
12,765 $ 
67,115 $ 
48,000 
Oil and natural gas operating costs (1)
$ 
683 $ 
2,721 $ 
3,300 
1.
Includes activity between UPC and Superior incurred during periods when Unit held its investment in Superior prior to the April 24, 2023 sale date.
Portions of the affiliate activity was eliminated for the periods during which Superior was consolidated by Unit.
Table of Contents
UNIT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS— (Continued)
65

NOTE 20 – COMMITMENTS AND CONTINGENCIES
Environmental
We manage our exposure to environmental liabilities on properties to be acquired by identifying existing problems and 
assessing the potential liability. We also conduct periodic reviews, on a company-wide basis, to identify changes in our 
environmental risk profile. These reviews evaluate whether there is a probable liability, its amount, and the likelihood that the 
liability will be incurred. Any potential liability is determined by considering, among other matters, incremental direct costs of 
any likely remediation and the proportionate cost of employees expected to devote significant time directly to any possible 
remediation effort. As it relates to evaluations of purchased properties, depending on the extent of an identified environmental 
problem, we may exclude a property from the acquisition, require the seller to remediate the property to our satisfaction, or 
agree to assume liability for the remediation of the property.
We have not historically experienced significant environmental liability while being a contract driller since the greatest 
portion of that risk is borne by the operator. Any liabilities we have incurred have been small and were resolved while the 
drilling rig was on the location. Those costs were in the direct cost of drilling the well.
Litigation
The Company is subject to litigation and claims arising in the ordinary course of business which may include 
environmental, health and safety matters, commercial disputes with customers, or more routine employment related claims. The 
Company accrues for such items when a liability is both probable and the amount can be reasonably estimated. As new 
information becomes available or because of legal or administrative rulings in similar matters or a change in applicable law, the 
Company's conclusions regarding the probability of outcomes and the amount of estimated loss, if any, may change. Although 
we are insured against various risks, there is no assurance that the nature and amount of that insurance will be adequate, in 
every case, to indemnify us against liabilities arising from future legal proceedings.
On September 11, 2023, a group of plaintiffs filed an attempted class action lawsuit alleging that during the Company’s 
Chapter 11 bankruptcy, it changed the anti-dilution language of the approved form of warrant agreement without seeking the 
court’s approval under section 1127(b) of the Bankruptcy Code. The case was filed in the United States Federal District Court 
for the Western District of Oklahoma. The Company is currently evaluating the basis of the claim and has retained outside 
counsel.
In February 2021, UPC finalized a settlement agreement for $2.1 million related to a well drilled in Beaver County, 
Oklahoma during 2013. Certain operational issues arose and one of the working interest owners in the well filed a lawsuit 
claiming that UPC’s actions violated its duties under the joint operating agreement and caused damages to the owners in the 
well. The case went to trial in January 2019 and the jury issued a verdict in favor of the working interest owner, awarding 
$2.4 million in damages, including pre- and post-judgment interest. UPC appealed the verdict and finalized the settlement 
agreement while the case was pending review in the Oklahoma Court of Civil Appeals.
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UNIT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS— (Continued)
66

NOTE 21 - CONCENTRATION OF CREDIT RISK AND MAJOR CUSTOMERS
Our financial instruments that potentially subject us to concentrations of credit risk primarily consist of trade receivables 
with a variety of oil and natural gas companies. Our credit risk is considered limited due to the many customers comprising our 
customer base and we do not generally require collateral related to our receivables. 
The following table presents third-party customers that accounted for over 10% of each of our segments' revenues: 
Year Ended December 31,
2023
2022
2021
Oil and Natural Gas:
Superior Pipeline Corporation, L.L.C. (1)
19%
CVR Energy, Inc.
14%
10%
11%
Southwest Energy L.P.
12%
*
*
Drilling:
Diamondback E&P, LLC
23%
19%
15%
Coterra Energy, Inc.
17%
15%
*
Continental Resources Inc.
15%
*
*
Earthstone Operating, LLC
14%
12%
11%
Citizen Energy III, LLC
*
14%
20%
EOG Resources, Inc.
*
11%
21%
Slawson Exploration Company, Inc.
*
*
12%
Mid-Stream (2):
ONEOK, Inc.
36%
37%
Southwest Energy, LP
15%
*
Symmetry Energy Solutions LLC
14%
*
Range Resources Corporation
*
11%
Koch Energy Services
*
10%
* Revenue accounted for less than 10% of the segment's revenues.
1. 
See Note 19 - Superior Investment for information on affiliate activity with Superior.
2. 
Mid-Stream amounts shown in this table for the year ended December 31, 2022 reflect Superior activity on a consolidated basis for the two months prior 
to March 1, 2022.
We had a concentration of cash with one bank of $3.1 million and $2.8 million as of December 31, 2023 and 2022, 
respectively. We also had a concentration of cash equivalents of $32.9 million and $27.6 million in two separate money market 
funds comprised of U.S. Government and U.S. Treasury securities as of December 31, 2023 compared to cash equivalents of 
$134.7 million and $76.0 million in those funds as of December 31, 2022.
Using derivative instruments involves the risk that the counterparties cannot meet the financial terms of the transactions. 
We considered this non-performance risk regarding our counterparties and our own non-performance risk in our derivative 
valuation at December 31, 2022 and determined there was no material risk at that time. The fair value of the net derivative 
liabilities with Bank of Oklahoma, our only commodity derivative counterparty, was $23.6 million as of December 31, 2022. 
We had no outstanding commodity derivatives as of December 31, 2023.
NOTE 22 – INDUSTRY SEGMENT INFORMATION
We have three main business segments offering different products and services within the energy industry:
•
Oil and natural gas - the oil and natural gas segment is engaged in the acquisition, development, and production of 
oil, NGLs, and natural gas properties.
•
Contract drilling - the contract drilling segment is engaged in the land contract drilling of oil and natural gas wells.
•
Mid-Stream - the mid-stream segment buys, sells, gathers, processes, and treats natural gas and NGLs for third 
parties and for our own account. We held a 50% ownership interest in Superior prior to April 24, 2023 when we sold 
our interest as discussed in Note 19 - Superior Investment. Subsequent to the deconsolidation of Superior as of 
Table of Contents
UNIT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS— (Continued)
67

March 1, 2022 (as discussed in Note 2 - Summary Of Significant Accounting Policies and Note 19 - Superior 
Investment), we included our equity method investment in Superior and related earnings in our mid-stream segment.
We evaluate each consolidated segment’s performance based on its operating income, which is defined as operating 
revenues less operating expenses and depreciation, depletion, amortization, and impairment. We have no oil and natural gas 
production or other operations outside the United States.
The following tables present information about the operations and assets for each of our segments:
Year Ended December 31, 2023
Oil and 
Natural Gas
Contract 
Drilling
Mid-Stream
Corporate and 
Other
Eliminations 
Total 
Consolidated
(In thousands)
Revenues: (1)
Oil and natural gas
$ 
146,237 
$ 
— 
$ 
— 
$ 
— 
$ 
— 
$ 
146,237 
Contract drilling
 
— 
 
181,056 
 
— 
 
—  
— 
 
181,056 
Gas gathering and processing
 
— 
 
— 
 
— 
 
— 
 
— 
 
— 
Total revenues
 
146,237 
 
181,056 
 
— 
 
— 
 
— 
 
327,293 
Expenses:
Operating costs:
Oil and natural gas
 
65,739 
 
— 
 
— 
 
— 
 
— 
 
65,739 
Contract drilling
 
— 
 
108,035 
 
— 
 
— 
 
— 
 
108,035 
Gas gathering and processing
 
— 
 
— 
 
— 
 
— 
 
— 
 
— 
Total operating costs
 
65,739 
 
108,035 
 
— 
 
— 
 
— 
 
173,774 
Depreciation, depletion, and 
amortization
 
9,430 
 
7,927 
 
— 
 
367 
 
— 
 
17,724 
General and administrative
 
— 
 
— 
 
— 
 
22,577 
 
— 
 
22,577 
(Gain) loss on disposition of assets
 
(36,125)  
(13,932)  
— 
 
107 
 
— 
 
(49,950) 
Total operating expenses
 
39,044 
 
102,030 
 
— 
 
23,051 
 
— 
 
164,125 
Income (loss) from operations
 
107,193 
 
79,026 
 
— 
 
(23,051)  
— 
 
163,168 
Other income (expense):
Interest income
 
— 
 
— 
 
— 
 
9,734 
 
— 
 
9,734 
Interest expense
 
— 
 
— 
 
— 
 
(164)  
— 
 
(164) 
Gain on derivatives
 
— 
 
— 
 
— 
 
12,975 
 
— 
 
12,975 
Gain on sale of Superior investment
 
— 
 
— 
 
— 
 
17,812 
 
— 
 
17,812 
Reorganization items, net
 
— 
 
— 
 
— 
 
(299)  
— 
 
(299) 
Other
 
213 
 
(258)  
— 
 
248 
 
— 
 
203 
Total other income (expense)
$ 
213 
$ 
(258) $ 
— 
$ 
40,306 
$ 
— 
$ 
40,261 
Income before income taxes
$ 
107,406 
$ 
78,768 
$ 
— 
$ 
17,255 
$ 
— 
$ 
203,429 
Identifiable assets:
Oil and natural gas (2)
$ 
99,670 
$ 
— 
$ 
— 
$ 
— 
$ 
(148) $ 
99,522 
Contract drilling
 
— 
 
96,629 
 
— 
 
— 
 
— 
 
96,629 
Total identifiable assets (3)
 
99,670 
 
96,629 
 
— 
 
— 
 
(148)  
196,151 
Other corporate assets (4)
 
— 
 
— 
 
— 
 
79,483 
 
— 
 
79,483 
Deferred tax assets
$ 
— 
$ 
— 
$ 
— 
$ 
47,086 
$ 
— 
$ 
47,086 
Total assets
$ 
99,670 
$ 
96,629 
$ 
— 
$ 
126,569 
$ 
(148) $ 
322,720 
Capital expenditures:
$ 
6,706 
$ 
11,249 
$ 
— 
$ 
104 
$ 
— 
$ 
18,059 
1.
The revenues for oil and natural gas occur at a point in time. The revenues for contract drilling and gas gathering and processing occur over time.
2.
Oil and natural gas assets include oil and natural gas properties, saltwater disposal systems, and other non-full cost pool assets.
3.
Identifiable assets are those used in Unit’s operations in each industry segment. 
4.
Other corporate assets are principally cash and cash equivalents, short-term investments, transportation equipment, furniture, and equipment.
Table of Contents
UNIT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS— (Continued)
68

Year Ended December 31, 2022
Oil and 
Natural Gas
Contract 
Drilling
Mid-Stream (5)
Corporate and 
Other
Eliminations
Total 
Consolidated
(In thousands)
Revenues: (1)
Oil and natural gas
$ 
326,238 
$ 
— 
$ 
— 
$ 
— 
$ 
(10,756) $ 
315,482 
Contract drilling
 
— 
 
147,740 
 
— 
 
— 
 
(370)  
147,370 
Gas gathering and processing
 
— 
 
— 
 
83,198 
 
— 
 
(525)  
82,673 
Total revenues
 
326,238 
 
147,740 
 
83,198 
 
— 
 
(11,651)  
545,525 
Expenses:
Operating costs:
Oil and natural gas
 
93,859 
 
— 
 
— 
 
— 
 
(509)  
93,350 
Contract drilling
 
— 
 
105,608 
 
— 
 
— 
 
(221)  
105,387 
Gas gathering and processing
 
— 
 
— 
 
73,771 
 
— 
 
(11,383)  
62,388 
Total operating costs
 
93,859 
 
105,608 
 
73,771 
 
— 
 
(12,113)  
261,125 
Depreciation, depletion, and 
amortization
 
11,780 
 
6,416 
 
5,614 
 
333 
 
— 
 
24,143 
General and administrative
 
— 
 
— 
 
— 
 
24,033 
 
611 
 
24,644 
(Gain) loss on disposition of assets
 
— 
 
(8,404)  
— 
 
37 
 
— 
 
(8,367) 
Total operating expenses
 
105,639 
 
103,620 
 
79,385 
 
24,403 
 
(11,502)  
301,545 
Income (loss) from operations
 
220,599 
 
44,120 
 
3,813 
 
(24,403)  
(149)  
243,980 
Other income (expense):
Interest income
 
— 
 
— 
 
— 
 
2,642 
 
— 
 
2,642 
Interest expense
 
— 
 
— 
 
(179)  
(268)  
— 
 
(447) 
Loss on derivatives
 
— 
 
— 
 
— 
 
(63,610)  
— 
 
(63,610) 
Loss on change in fair value of 
warrants
 
— 
 
— 
 
— 
 
(29,323)  
— 
 
(29,323) 
Loss on deconsolidation of Superior
 
— 
 
— 
 
— 
 
(13,141)  
— 
 
(13,141) 
Reorganization items, net
 
— 
 
— 
 
— 
 
(127)  
— 
 
(127) 
Other
 
1,520 
 
53 
 
17 
 
1,310 
 
— 
 
2,900 
Total other income (expense)
$ 
1,520 
$ 
53 
$ 
(162) $ 
(102,517) $ 
— 
$ 
(101,106) 
Income (loss) before income taxes
$ 
222,119 
$ 
44,173 
$ 
3,651 
$ 
(126,920) $ 
(149) $ 
142,874 
Identifiable assets:
Oil and natural gas (2)
$ 
145,711 
$ 
— 
$ 
— 
$ 
— 
$ 
(148) $ 
145,563 
Contract drilling
 
— 
 
94,559 
 
— 
 
— 
 
— 
 
94,559 
Gas gathering and processing
 
— 
 
— 
 
— 
 
— 
 
— 
 
— 
Total identifiable assets (3)
 
145,711 
 
94,559 
 
— 
 
— 
 
(148)  
240,122 
Other corporate assets (4)
 
— 
 
— 
 
1,658 
 
227,475 
 
— 
 
229,133 
Total assets
$ 
145,711 
$ 
94,559 
$ 
1,658 
$ 
227,475 
$ 
(148) $ 
469,255 
Capital expenditures:
$ 
21,037 
$ 
11,134 
$ 
1,167 
$ 
406 
$ 
(148) $ 
33,596 
1.
The revenues for oil and natural gas occur at a point in time. The revenues for contract drilling and gas gathering and processing occur over time.
2.
Oil and natural gas assets include oil and natural gas properties, saltwater disposal systems, and other non-full cost pool assets.
3.
Identifiable assets are those used in Unit’s operations in each industry segment. 
4.
Other corporate assets are primarily cash and cash equivalents, transportation and other equipment, and our Superior equity method investment.
5.
Includes Superior activity for the two months prior to the March 1, 2022 deconsolidation, as discussed in Note 2 - Summary Of Significant Accounting 
Policies and Note 19 - Superior Investment. Superior's standalone total revenues and total operating costs for the year ended December 31, 2022 were 
$528.8 million and $452.1 million, respectively.
Table of Contents
UNIT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS— (Continued)
69

Year Ended December 31, 2021
Oil and 
Natural Gas
Contract 
Drilling
Mid-Stream
Corporate and 
Other
Eliminations
Total 
Consolidated
(In thousands)
Revenues: (1)
Oil and natural gas
$ 
272,231 
$ 
— 
$ 
— 
$ 
— 
$ 
(47,999) $ 
224,232 
Contract drilling
 
— 
 
76,107 
 
— 
 
— 
 
— 
 
76,107 
Gas gathering and processing
 
— 
 
— 
 
341,674 
 
— 
 
(3,297)  
338,377 
Total revenues
 
272,231 
 
76,107 
 
341,674 
 
— 
 
(51,296)  
638,716 
Expenses:
Operating costs:
Oil and natural gas
 
83,221 
 
— 
 
— 
 
— 
 
(3,297)  
79,924 
Contract drilling
 
— 
 
60,973 
 
— 
 
— 
 
— 
 
60,973 
Gas gathering and processing
 
— 
 
— 
 
286,199 
 
— 
 
(51,515)  
234,684 
Total operating costs
 
83,221 
 
60,973 
 
286,199 
 
— 
 
(54,812)  
375,581 
Depreciation, depletion, and 
amortization
 
24,612 
 
6,308 
 
32,566 
 
840 
 
— 
 
64,326 
Impairment
 
— 
 
— 
 
10,673 
 
— 
 
— 
 
10,673 
General and administrative
 
— 
 
— 
 
— 
 
21,399 
 
3,516 
 
24,915 
(Gain) loss on disposition of assets
 
171 
 
(10,143)  
49 
 
(954)  
— 
 
(10,877) 
Total operating expenses
 
108,004 
 
57,138 
 
329,487 
 
21,285 
 
(51,296)  
464,618 
Income (loss) from operations
 
164,227 
 
18,969 
 
12,187 
 
(21,285)  
— 
 
174,098 
Other income (expense):
Interest income
 
— 
 
— 
 
— 
 
2 
 
— 
 
2 
Interest expense
 
— 
 
— 
 
(924)  
(3,342)  
— 
 
(4,266) 
Loss on derivatives
 
— 
 
— 
 
— 
 
(97,615)  
— 
 
(97,615) 
Loss on change in fair value of 
warrants
 
— 
 
— 
 
— 
 
(18,937)  
— 
 
(18,937) 
Reorganization items, net
 
— 
 
— 
 
(4,294)  
— 
 
(4,294) 
Other
 
187 
 
57 
 
(844)  
1 
 
— 
 
(599) 
Total other income (expense)
$ 
187 
$ 
57 
$ 
(1,768) $ 
(124,185) $ 
— 
$ 
(125,709) 
Income (loss) before income taxes
$ 
164,414 
$ 
19,026 
$ 
10,419 
$ 
(145,470) $ 
— 
$ 
48,389 
Identifiable assets:
Oil and natural gas (2)
$ 
203,796 
$ 
— 
$ 
— 
$ 
— 
$ 
(4,917) $ 
198,879 
Contract drilling
 
— 
 
78,554 
 
— 
 
— 
 
(78)  
78,476 
Gas gathering and processing
 
— 
 
— 
 
290,605 
 
— 
 
(269)  
290,336 
Total identifiable assets (3)
 
203,796 
 
78,554 
 
290,605 
 
— 
 
(5,264)  
567,691 
Other corporate assets (4)
 
— 
 
— 
 
— 
 
66,227 
 
(4,441)  
61,786 
Total assets
$ 
203,796 
$ 
78,554 
$ 
290,605 
$ 
66,227 
$ 
(9,705) $ 
629,477 
Capital expenditures:
$ 
17,752 
$ 
2,877 
$ 
24,316 
$ 
340 
$ 
— 
$ 
45,285 
1.
The revenues for oil and natural gas occur at a point in time. The revenues for contract drilling and gas gathering and processing occur over time.
2.
Oil and natural gas assets include oil and natural gas properties, saltwater disposal systems, and other non-full cost pool assets.
3.
Identifiable assets are those used in Unit’s operations in each industry segment. 
4.
Other corporate assets are principally cash and cash equivalents, short-term investments, transportation equipment, furniture, and equipment.
Table of Contents
UNIT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS— (Continued)
70

SUPPLEMENTAL OIL AND GAS DISCLOSURES
(UNAUDITED)
The supplemental data presented herein reflects information for all our oil and natural gas producing activities. Our oil 
and gas operations are substantially all located in the United States. 
Capitalized Costs
The following table presents capitalized costs related to our oil and natural gas activities: 
As of December 31,
2023
2022
2021
 
(In thousands)
Proved properties (1)
$ 
161,539 
$ 
177,134 $ 
225,014 
Unproved properties (wells in progress)
 
1,173 
 
6,953  
422 
 
162,712 
 
184,087  
225,436 
Accumulated depreciation, depletion, amortization, and impairment
 
(84,747)  
(76,077)  
(64,966) 
Net capitalized costs
$ 
77,965 
$ 
108,010 $ 
160,470 
1.
Presented gross of any inter-segment eliminations which reduce the consolidated capitalized costs. See Note 22 - Industry Segment Information for detail 
on inter-segment eliminations.
Costs Incurred in Oil and Natural Gas Property Acquisition, Exploration, and Development Activities
The following table presents costs incurred related to our oil and natural gas activities during the periods indicated:
Year Ended December 31,
2023
2022
2021
(In thousands)
Unproved properties acquired
$ 
762 $ 
3,963 $ 
522 
Proved properties acquired
 
—  
—  
— 
Exploration
 
—  
—  
— 
Development
 
5,730  
16,070  
16,279 
Total costs incurred
$ 
6,492 $ 
23,051 $ 
17,279 
Unproved properties not subject to amortization relates to properties which are not individually significant and consist 
primarily of lease acquisition costs. The evaluation process associated with these properties has not been completed and 
therefore, the Company is unable to estimate when these costs will be included in the amortization calculation.
The following table presents results of operations for producing activities before inter-segment eliminations during the 
periods indicated: 
Year Ended December 31,
2023
2022
2021
(In thousands)
Revenues from producing activities
$ 
145,743 $ 
314,554 $ 
223,681 
Production costs
 
(52,272)  
(73,736)  
(62,443) 
Depreciation, depletion, amortization, and impairment
 
(8,752)  
(11,192)  
(24,261) 
 
84,719  
229,626  
136,977 
Income tax expense (benefit)
 
(59,550)  
45  
168 
Results of operations for producing activities (excluding corporate overhead and 
financing costs)
$ 
144,269 $ 
229,581 $ 
136,809 
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71

The table below presents estimated quantities of proved developed oil, NGLs, and natural gas reserves and changes in net 
quantities of proved developed and undeveloped oil, NGLs, and natural gas reserves:
Proved developed and undeveloped reserves:
Beginning of year
 
8,267 
 
15,208 
 
144,391 
 
47,541 
Revision of previous estimates (1)
 
2,651 
 
8,723 
 
103,866 
 
28,685 
Extensions and discoveries
 
218 
 
93 
 
961 
 
471 
Infill reserves in existing proved fields
 
713 
 
293 
 
2,158 
 
1,366 
Purchases of minerals in place
 
— 
 
— 
 
— 
 
1 
Production
 
(1,615)  
(2,624)  
(29,012)  
(9,074) 
Sales (4)
 
(1,215)  
(169)  
(1,725)  
(1,672) 
Net proved reserves at December 31, 2021
 
9,019 
 
21,525 
 
220,640 
 
67,318 
Proved developed reserves, December 31, 2021
 
9,019 
 
21,525 
 
220,640 
 
67,318 
Proved undeveloped reserves, December 31, 2021
 
— 
 
— 
 
— 
 
— 
2022
Proved developed and undeveloped reserves:
Beginning of year
 
9,019 
 
21,525 
 
220,640 
 
67,318 
Revision of previous estimates (2)
 
73 
 
1,884 
 
29,295 
 
6,840 
Extensions and discoveries
 
189 
 
133 
 
2,551 
 
747 
Infill reserves in existing proved fields
 
54 
 
18 
 
1,773 
 
368 
Purchases of minerals in place
 
— 
 
— 
 
— 
 
— 
Production
 
(1,281)  
(2,148)  
(24,211)  
(7,464) 
Sales (4)
 
(373)  
(1,280)  
(17,639)  
(4,593) 
Net proved reserves at December 31, 2022
 
7,681 
 
20,132 
 
212,409 
 
63,215 
Proved developed reserves, December 31, 2022
 
7,681 
 
20,132 
 
212,409 
 
63,215 
Proved undeveloped reserves, December 31, 2022
 
— 
 
— 
 
— 
 
— 
2023
Proved developed and undeveloped reserves:
Beginning of year
 
7,681 
 
20,132 
 
212,409 
 
63,215 
Revision of previous estimates (3)
 
(735)  
(2,763)  
(31,052)  
(8,673) 
Extensions and discoveries
 
20 
 
24 
 
1,909 
 
362 
Infill reserves in existing proved fields
 
60 
 
26 
 
291 
 
135 
Purchases of minerals in place
 
— 
 
— 
 
— 
 
— 
Production
 
(984)  
(1,636)  
(20,195)  
(5,986) 
Sales (4)
 
(996)  
(5,917)  
(63,476)  
(17,493) 
Net proved reserves at December 31, 2023
 
5,046 
 
9,866 
 
99,886 
 
31,560 
Proved developed reserves, December 31, 2023
 
5,046 
 
9,866 
 
99,886 
 
31,560 
Proved undeveloped reserves, December 31, 2023
 
— 
 
— 
 
— 
 
— 
Oil (MBbls)
NGL (MBbls)
Gas (Mcf)
Total (MBoe)
2021
1.
Revisions of previous estimates increased primarily due to changes in the unescalated 12-month average product prices which increased approximately 
68% for oil, 136% for NGLs, and 82% for natural gas compared to the December 31, 2020 pricing.
2.
Revisions of previous estimates increased primarily due to changes in the unescalated 12-month average product prices which increased approximately 
41% for oil and 77% for natural gas compared to the December 31, 2021 pricing.
3.
Revisions of previous estimates decreased primarily due to changes in the unescalated 12-month average product prices which decreased approximately 
16% for oil and 58% for natural gas compared to the December 31, 2022 pricing.
4.
See Note 5 - Acquisitions And Divestitures for discussion of the assets divested during the years ended December 31, 2023, 2022, and 2021.
Estimates of oil, NGLs, and natural gas reserves require extensive judgments of reservoir engineering data. Assigning 
monetary values to such estimates does not reduce the subjectivity and changing nature of such reserve estimates. Indeed, the 
uncertainties inherent in the disclosure are compounded by applying additional estimates of the rates and timing of production 
and the costs that will be incurred in developing and producing the reserves. The information set forth in this report is, 
therefore, subjective and, since judgments are involved, may not be comparable to estimates submitted by other oil and natural 
gas producers. In addition, since prices and costs do not remain static, and no price or cost escalations or de-escalations have 
been considered, the results are not necessarily indicative of the estimated fair market value of estimated proved reserves, nor of 
estimated future cash flows.
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72

The standardized measure of discounted future net cash flows (SMOG) was calculated using 12-month average prices and 
year end costs adjusted for permanent differences that relate to existing proved oil, NGLs, and natural gas reserves. Future 
income tax expenses consider the Tax Act statutory tax rates. 
The following table presents the components of the standardized measure of discounted future net cash flows: 
As of December 31,
2023
2022
2021
 
(In thousands)
Future cash inflows
$ 
850,979 $ 
2,918,116 $ 
1,977,529 
Future production costs
 
(434,221)  
(1,142,754)  
(835,430) 
Future development costs
 
(991)  
(1,724)  
— 
Future income tax expenses
 
(11,714)  
(355,350)  
(185,395) 
Future net cash flows
 
404,053  
1,418,288  
956,704 
10% annual discount for estimated timing of cash flows
 
(166,872)  
(633,263)  
(385,560) 
Standardized measure of discounted future net cash flows relating to proved oil, 
NGLs, and natural gas reserves
$ 
237,181 $ 
785,025 $ 
571,144 
The following table presents the principal sources of changes in the standardized measure of discounted future net cash 
flows: 
Year Ended December 31,
2023
2022
2021
 
(In thousands)
Sales and transfers of oil and natural gas produced, net of production costs
$ 
(93,472) $ 
(240,818) $ 
(161,238) 
Net changes in prices and production costs
 
(410,475)  
377,923  
334,291 
Revisions in quantity estimates and changes in production timing
 
(61,551)  
109,772  
320,774 
Extensions, discoveries, and improved recovery, less related costs
 
6,339  
34,121  
45,019 
Changes in estimated future development costs
 
658  
(1,615)  
— 
Previously estimated cost incurred during the period
 
—  
—  
— 
Purchases of minerals in place
 
—  
—  
— 
Sales of minerals in place
 
(208,841)  
(28,704)  
(4,161) 
Accretion of discount
 
95,656  
65,826  
19,306 
Net change in income taxes
 
159,825  
(84,421)  
(87,078) 
Changes in timing and other
 
(35,983)  
(18,203)  
(88,791) 
Net change
 
(547,844)  
213,881  
378,123 
Beginning of year
 
785,025  
571,144  
193,021 
End of year
$ 
237,181 $ 
785,025 $ 
571,144 
Certain information concerning the assumptions used in computing SMOG and their inherent limitations are discussed 
below. We believe this information is essential for a proper understanding and assessment of the data presented.
The assumptions used to compute SMOG do not necessarily reflect our expectations of actual revenues to be derived 
from neither those reserves nor their present worth. Assigning monetary values to the reserve quantity estimation process does 
not reduce the subjective and ever-changing nature of reserve estimates. Additional subjectivity occurs when determining 
present values because the rate of producing the reserves must be estimated. In addition to difficulty inherent in predicting the 
future, variations from the expected production rate could result from factors outside of our control, such as unintentional 
delays in development, environmental concerns or changes in prices or regulatory controls. Also, the reserve valuation assumes 
that all reserves will be disposed of by production. However, other factors such as the sale of reserves in place could affect the 
amount of cash eventually realized.
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73

The December 31, 2023 future cash flows were computed by applying the 12-month 2023 average unescalated prices of 
$78.22 per barrel of oil and $2.64 per Mcf of natural gas, then adjusted for price differentials, over the estimated life of each of 
our oil and natural gas properties. NGL pricing was estimated as a percentage of the pricing per barrel of oil. Future price 
changes are considered only to the extent provided by contractual arrangements in existence at year-end.
Future production and development costs are computed by estimating the expenditures to be incurred in developing and 
producing the proved oil, NGLs, and natural gas reserves at the end of the year, based on continuation of existing economic 
conditions.
Future income tax expenses are computed by applying the appropriate year-end statutory tax rates to the future pretax net 
cash flows relating to proved oil, NGLs, and natural gas reserves less the tax basis of our properties. The future income tax 
expenses also give effect to permanent differences and tax credits and allowances relating to our proved oil, NGLs, and natural 
gas reserves.
Care should be exercised in the use and interpretation of the above data. As production occurs over the next several years, 
the results shown may be significantly different as changes in production performance, petroleum prices and costs are likely to 
occur.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis presents management’s perspective of our business, financial condition and overall 
performance. This information is intended to provide investors with an understanding of our past performance, current financial 
condition and outlook for the future and should be read in conjunction with the consolidated financial statements and related 
notes.
The following discussion and analyses primarily focus on the years ended December 31, 2023 and 2022 and year-to-year 
comparisons between those periods. Discussion of the year ended December 31, 2021 and year-to-year comparisons between 
the years ended December 31, 2022 and 2021 that are not included in this report can be found in “Management’s Discussion 
and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our 2022 Annual Report on Form 10-K 
filed with the SEC and the OTC Markets Group.
Introduction
We operate, manage, and analyze our results of operations through our three principal business segments:
•
Oil and Natural Gas – carried out by our subsidiary Unit Petroleum Company. This segment explores, develops, 
acquires, and produces oil and natural gas properties for our own account.
•
Contract Drilling – carried out by our subsidiary Unit Drilling Company. This segment contracts to drill onshore oil 
and natural gas wells for a wide range of other oil and natural gas companies.
•
Mid-Stream – carried out by Superior and its subsidiaries. This segment buys, sells, gathers, processes, and treats 
natural gas and NGLs for third parties and for our own account. We held a 50% ownership interest in Superior prior 
to April 24, 2023 when we sold all of our ownership interests as discussed in Recent Developments below.
Oil and Natural Gas
In our oil and natural gas segment, we are optimizing production and converting non-producing reserves to producing 
with selective drilling activities. We evaluate future hedging of our production opportunistically depending on future market 
pricing among other factors.
Contract Drilling
In our contract drilling segment, we are focused on maintaining utilization of our BOSS drilling rigs in a safe and 
efficient manner. As of December 31, 2023, All 14 of our BOSS drilling rigs were contracted for periods of twelve months or 
less. During the fourth quarter of 2023, contracts on seven BOSS drilling rigs were renegotiated and five are up for renewal 
during the first quarter of 2024. Effective June 30, 2023, we reduced the number of total rigs available for use from 18 to 14, 
reflecting the May 2023 sale of two older generation SCR rigs and the current market outlook for utilization of our remaining 
SCR rigs.
Mid-Stream
We held a 50% ownership interest in Superior prior to April 24, 2023 when we sold all of our ownership interests as 
discussed in Recent Developments below. We deconsolidated Superior as of March 1, 2022 and subsequently reported our 
ownership interest as an equity method investment. The part of the following discussion of financial condition and results of 
operations pertaining to our mid-stream segment during the year ended December 31, 2022 includes the two months of 
consolidated results prior to deconsolidation as of March 1, 2022.
Recent Developments
Commodity Price Environment
The prices we receive for our oil and natural gas production, the demand for oil, natural gas, and NGLs, and the demand 
for our drilling rigs, which influences the amounts we can charge for those drilling rigs, are all significant drivers of our results. 
While our operations are all within the United States, events outside the United States affect us and our industry, including 
political and economic uncertainty and geopolitical activity. 
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Oil, natural gas, and NGL pricing generally improved in early 2022 as demand continued to recover from the COVID-19 
pandemic. The pricing of oil, natural gas, and NGL experienced a decline in the second half of 2022 and continued into 2023. 
This downturn occurred as the market assessed that geopolitical events had no lasting impacts on supply and demand. 
Additionally, a mild winter in 2023 for the US and Europe contributed to maintaining natural gas storage at unprecedented 
levels, while US production showed a year-over-year increase. Commodity prices have been volatile in recent years and the 
outlook for future oil and gas prices remains uncertain and subject to many factors. The following chart reflects the fluctuations 
in the historical prices for oil and natural gas:
$ per Bbl
$ per MMBtu
Natural Gas Henry Hub
Crude Oil WTI
Dec 2021
Mar 2022
Jun 2022
Sep 2022
Dec 2022
Mar 2023
Jun 2023
Sep 2023
Dec 2023
$60.00
$75.00
$90.00
$105.00
$120.00
$—
$2.50
$5.00
$7.50
$10.00
The following chart reflects the significant fluctuations in the prices for NGLs(1):
$ per Bbl
Ethane
Propane
Condensate
Dec 2021
Mar 2022
Jun 2022
Sep 2022
Dec 2022
Mar 2023
Jun 2023
Sep 2023
Dec 2023
$—
$25.00
$50.00
$75.00
$100.00
$125.00
1.
NGL prices reflect the monthly average Mont Belvieu price.
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76

Common Stock Dividends
The table below presents information about the dividends paid during the periods indicated:
Type
Dividend
per share
Total
Amount
Record Date
Payment Date
2023
(In thousands)
First quarter
Special
$ 
10.00 $ 
96,179 
January 20, 2023
January 31, 2023
Second quarter
Quarterly
$ 
2.50 $ 
24,071 
June 16, 2023
June 26, 2023
Third quarter
Quarterly
$ 
2.50 $ 
24,113 September 15, 2023 September 26, 2023
Fourth Quarter
Quarterly
$ 
2.50 $ 
24,226 December 18, 2023
December 27, 2023
Fourth Quarter
Special
$ 
15.00 $ 
145,353 December 18, 2023
December 27, 2023
Fourth Quarter
Special
$ 
5.00 $ 
48,451 December 18, 2023
December 27, 2023
There were no dividends paid by the Company during the years ended December 31, 2022 or 2021. 
On March 7, 2024, the Company announced approval of a quarterly cash dividend of $1.25 per share for the first quarter 
of 2024. The dividend will be paid on March 28, 2024, to shareholders of record as of the close of business on March 18, 2024. 
The dividend will be funded by cash on the Company's balance sheet.
The declaration and payment of any future dividend, whether fixed, special, or variable, will remain at the full discretion 
of the Company’s Board of Directors and will depend upon the Company’s financial position, results of operations, cash flows, 
capital requirements, business conditions, future expectations, the requirements of applicable law, and other factors that the 
Company’s Board of Directors finds relevant at the time of considering any potential dividend declaration. Future dividends are 
expected to be funded by cash on the Company's balance sheet.
Sale of Superior Investment
On April 24, 2023, we entered into a purchase and sale agreement (the "Superior PSA") with SP Investor under which the 
Company closed on the sale of its 50% ownership interest in Superior for $20.0 million. Unit received proceeds of $12.0 
million at closing and expects to receive $8.0 million in deferred proceeds in April 2024.
Officer Departure and Appointments
On February 23, 2023, Philip B. Smith notified the Company’s Board of Directors of his decision to step down as 
President and Chief Executive Officer of the Company effective March 31, 2023. His decision to step down was due to his 
desire to spend more time working on his nonprofit projects and other endeavors. Mr. Smith will continue to serve as Chairman 
of the Board of Directors. 
In connection with Mr. Smith stepping down as President and CEO, the Board of Directors approved (i) a pro-rated 
vesting of his outstanding time-based equity awards scheduled to vest on the next applicable vesting date based on the number 
of days worked during the then-current vesting period, and (ii) extending the time that Mr. Smith can exercise his options to the 
expiration date set forth in his award agreement governing the options.
To fill the vacancy created by Mr. Smith’s resignation, on February 28, 2023, the Board of Directors appointed Phil 
Frohlich as interim Chief Executive Officer, effective April 1, 2023, until the Board of Directors names a successor. Mr. 
Frohlich has been a member of the Board of Directors since September 3, 2020. 
On October 1, 2023, the Company’s Board of Directors promoted Dylan Cope to Chief Accounting Officer and 
Controller. Mr. Cope, 37, previously served as Business Operations Controller, a position he held since June 2021. He has held 
other various positions within the Company’s finance and accounting department since joining in April 2019. Before joining the 
Company, Mr. Cope served as a Senior Manager at Grant Thornton, LLP. Mr. Cope received a Master of Science in 
Accounting from Oklahoma State University and is a Certified Public Accountant in the state of Oklahoma.
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Critical Accounting Policies and Estimates
Summary
This section identifies the critical accounting policies we follow in preparing our financial statements and related 
disclosures. Certain policies require us to make difficult, subjective, and complex judgments while making estimates of matters 
inherently imprecise. Some accounting policies involve judgments and uncertainties to such an extent that there is a reasonable 
likelihood that materially different amounts could have been reported under different conditions, or had different assumptions 
been used. We evaluate our estimates and assumptions regularly. We base our estimates on historical experience and various 
other assumptions we believe are reasonable under the circumstances, the results of which support making judgments about the 
carrying values of assets and liabilities not readily apparent from other sources. Actual results may differ from these estimates 
and assumptions used in preparation of our financial statements. 
Significant Estimates and Assumptions
Full Cost Method of Accounting for Oil, NGLs, and Natural Gas Properties. Determining our oil, NGLs, and natural gas 
reserves is a subjective process. It entails estimating underground accumulations of oil, NGLs, and natural gas that cannot be 
measured in an exact manner. Accuracy of these estimates depends on several factors, including, the quality and availability of 
geological and engineering data, the precision of the interpretations of that data, and individual judgments. We hire an 
independent petroleum engineering firm to audit our internal evaluation of our reserves on an annual basis. The audit as of 
December 31, 2023 covered reserves that we projected to comprise 85% of the total proved developed future net income 
discounted at 10% (based on the SEC's unescalated pricing policy). The qualifications of our independent petroleum 
engineering firm and our employees responsible for preparing our reserve reports are included in Part C of this Annual Report.
The accuracy of estimating oil, NGLs, and natural gas reserves varies with the reserve classification and the related 
accumulation of available data, as shown in this table:
Type of Reserves
Nature of Available Data
Degree of Accuracy
Proved undeveloped
Data from offsetting wells, seismic data
Less accurate
Proved developed non-producing
The above and logs, core samples, well tests, pressure data
More accurate
Proved developed producing
The above and production history, pressure data over time
Most accurate
Assumptions of future oil, NGLs, and natural gas prices and operating and capital costs also play a significant role in 
estimating these reserves and the estimated present value of the cash flows to be received from the future production of those 
reserves. Volumes of recoverable reserves are influenced by the assumed prices and costs due to the economic limit (that point 
when the projected costs and expenses of producing recoverable oil, NGLs, and natural gas reserves are greater than the 
projected revenues from the oil, NGLs, and natural gas reserves). But more significantly, the estimated present value of the 
future cash flows from our oil, NGLs, and natural gas reserves is sensitive to prices and costs and may vary materially based on 
different assumptions. We use full cost accounting which factors in the unweighted arithmetic average of the commodity prices 
existing on the first day of each of the twelve months before the end of the reporting period to calculate discounted future 
revenues, unless prices were otherwise determined under contractual arrangements. 
We compute DD&A on a units-of-production method. Each quarter, we use these formulas to compute the provision for 
DD&A for our producing properties:
•
DD&A Rate = Unamortized Cost / End of Period Reserves Adjusted for Current Period Production
•
Provision for DD&A = DD&A Rate x Current Period Production
Unamortized cost includes all capitalized costs, estimated future expenditures to be incurred in developing proved 
reserves and estimated dismantlement and abandonment costs, net of estimated salvage values less accumulated amortization, 
unproved properties, and equipment not placed in service.
Oil, NGLs, and natural gas reserve estimates have a significant impact on our DD&A rate. If future reserve estimates for 
a property or group of properties are revised downward, the DD&A rate will increase because of the revision. If reserve 
estimates are revised upward, the DD&A rate will decrease. 
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The DD&A expense on our oil and natural gas properties is calculated each quarter using period end reserve quantities 
adjusted for period production.
We account for our oil and natural gas exploration and development activities using the full cost method of accounting. 
Under this method, we capitalize all costs incurred in the acquisition, exploration, and development of oil and natural gas 
properties. At the end of each quarter, the net capitalized costs of our oil and natural gas properties are limited to that amount 
which is the lower of unamortized costs or a ceiling. The ceiling is defined as the sum of the present value (using a 10% 
discount rate) of the estimated future net revenues from our proved reserves (based on the unescalated 12-month average price 
on our oil, NGLs, and natural gas adjusted for any cash flow hedges), plus the cost of properties not being amortized, plus the 
lower of the cost or estimated fair value of unproved properties included in the costs being amortized, less related income taxes. 
If the net capitalized costs of our oil and natural gas properties exceed the ceiling, we are required to write-down the excess 
amount. A ceiling test write-down is a non-cash charge reducing earnings and shareholders’ equity in the period of occurrence, 
resulting in lower DD&A expense in future periods. A write-down cannot be reversed once incurred.
The risk that we will be required to write-down the carrying value of our oil and natural gas properties increases when the 
prices for oil, NGLs, and natural gas are depressed or if we have large downward revisions in our estimated proved oil, NGLs, 
and natural gas reserves. Application of these rules during periods of relatively low prices, even if temporary, increases the 
chance of a ceiling test write-down. As of December 31, 2023, our reserves were calculated based on applying 12-month 2023 
average unescalated prices of $78.22 per barrel of oil and $2.64 per Mcf of natural gas, then adjusted for price differentials, 
over the estimated life of each of our oil and natural gas properties. NGL pricing was estimated as a percentage of the pricing 
per barrel of oil.
Impairment of Other Property and Equipment. We review the carrying amounts of long-lived assets for potential 
impairment when events occur or changes in circumstances suggest these carrying amounts may not be recoverable. Changes 
that could prompt an assessment include equipment obsolescence, changes in the market demand for a specific asset, changes in 
commodity prices, periods of relatively low drilling rig utilization, declining revenue per day, declining cash margin per day, or 
overall changes in general market conditions. Assets are determined to be impaired if a forecast of undiscounted estimated 
future net operating cash flows directly related to the asset, including disposal value if any, is less than the carrying amount of 
the asset. If any asset is determined to be impaired, the loss is measured as the amount by which the carrying asset exceeds its 
fair value. The estimate of fair value is based on the best information available, including prices for similar assets. Changes in 
these estimates could cause us to reduce the carrying value of property and equipment. Asset impairment evaluations are, by 
nature, highly subjective. They involve expectations about future cash flows generated by our assets and reflect our 
assumptions and judgments regarding future industry conditions and their effect on future utilization levels, dayrates, and costs. 
Using different estimates and assumptions could result in materially different carrying values of our assets. 
Asset Retirement Obligations. We are required to record the estimated fair value of the liabilities relating to the future 
retirement of our long-lived assets. Our oil and natural gas wells are plugged and abandoned when the oil and natural gas 
reserves in those wells are depleted or the wells are no longer able to produce. The estimated liabilities related to these future 
costs are recorded at the time the wells are drilled or acquired. We use historical experience to determine the estimated plugging 
costs considering the well's type, depth, physical location, and ultimate productive life. A risk-adjusted discount rate and an 
inflation factor are applied to estimate the present value of these obligations. We depreciate the capitalized asset retirement cost 
and accrete the obligation over time. Revisions to the obligations and assets are recognized at the appropriate risk-adjusted 
discount rate with a corresponding adjustment made to the full cost pool. Our mid-stream segment has property and equipment 
at locations leased or under right of way agreements which may require asset removal or site restoration, however, we are not 
able to reasonably measure the fair value of the obligations as the potential settlement dates are indeterminable. 
Financial Condition and Liquidity
Summary
Our near-term and long-term financial condition and liquidity primarily depend on the cash flow from our operations and 
credit agreement borrowings. The principal factors determining our cash flow from operations are:
•
the volume of natural gas, oil, and NGLs we produce;
•
the prices we receive for our natural gas, oil, and NGLs production; 
•
the utilization of our drilling rigs; and
•
the dayrates we receive for utilization of our drilling rigs.
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We currently expect that cash and cash equivalents, cash generated from operations, and available funds under our credit 
facility will be adequate to support our working capital, capital expenditures, dividend distributions, discretionary stock 
repurchases, and other cash requirements for at least the next 12 months and we are not aware of any indications that they will 
not be adequate for the foreseeable periods thereafter.
The table below summarizes cash flow activity during the periods indicated:
Year Ended December 31,
Percent
Change
2023
2022
 
(In thousands except percentages)
Net cash provided by operating activities
$ 
150,162 $ 
159,421 
 (6) %
Net cash provided by investing activities
 
57,977  
28,896 
 101 %
Net cash used in financing activities
 
(361,335)  
(38,482) 
NM
Net increase (decrease) in cash and cash equivalents
$ 
(153,196) $ 
149,835 
Cash Flows from Operating Activities
Our operating cash flow is primarily influenced by the prices we receive for our oil, NGLs, and natural gas production, 
the volume of oil, NGLs, and natural gas we produce, settlements of commodity derivative contracts, third-party utilization of 
our drilling rigs, and the rates charged for those drilling services. Our cash flows from operating activities are also affected by 
changes in working capital.
Net cash provided by operating activities during the year ended December 31, 2023 decreased by $9.3 million as 
compared to the year ended December 31, 2022 primarily due lower operating profit from our oil and natural gas segment, and 
the absence of operating profit from our mid-stream segment reflecting the March 1, 2022 deconsolidation of Superior partially 
offset by a favorable change in derivative settlements, higher operating profit from our contract drilling segment, favorable net 
changes in operating assets and liabilities related to the timing of cash receipts and disbursements. 
Cash Flows from Investing Activities
We anticipate using a portion of our free cash flows for capital expenditures related to our development and production of 
oil, NGLs, and natural gas as well as the maintenance of our existing drilling rig fleet.
Net cash provided by investing activities increased by $29.1 million during the year ended December 31, 2023 compared 
to the year ended December 31, 2022 primarily due to proceeds received from the sale of Superior and lower capital 
expenditures, partially offset by the deconsolidation of Superior's cash and cash equivalents. Capital expenditures decreased 
primarily due to lower spend from our oil and natural gas segment and lower spend from Superior due to its March 1, 2022 
deconsolidation.
Cash Flows from Financing Activities
Net cash used in financing activities increased by $322.9 million during the year ended December 31, 2023 compared to 
the year ended December 31, 2022 primarily due to dividends paid, partially offset by the absence of common stock 
repurchases and absence of 2022 distributions made by Superior to non-controlling interests. A portion of future cash flows and 
cash and cash equivalents may be used for future shareholder return activities, including stock repurchases and cash dividends.
As of December 31, 2023, we had unrestricted cash and cash equivalents totaling $60.8 million and no outstanding 
borrowings under the Exit credit agreement.
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The following table summarizes certain financial condition and liquidity information as of the dates indicated:
Year Ended December 31,
2023
2022
 
(In thousands)
Working capital
$ 
75,897 
$ 
207,237 
Current portion of long-term debt
$ 
— 
$ 
— 
Long-term debt
$ 
— 
$ 
— 
Shareholders' equity
$ 
254,126 
$ 
362,626 
Working Capital
Our working capital balance primarily fluctuates due to the increase or use of our cash and cash equivalents balances, and 
the timing of our trade accounts receivable and accounts payable and the fluctuation in current assets and liabilities associated 
with the mark to market value of our commodity derivatives. We had positive working capital of $75.9 million at December 31, 
2023 compared to positive working capital of $207.2 million as of December 31, 2022. The decrease in working capital is 
primarily due to lower cash and cash equivalents and accounts receivable, partially offset by higher notes receivable and lower 
current derivative liabilities. Our credit agreement may be used for working capital.
Credit Agreements
Second Amended and Restated Credit Agreement. On March 8, 2024, the Company entered into the Second Amended and 
Restated Credit Agreement (the Second Credit Agreement), dated as of March 8, 2024 and effective as of March 1, 2024. This 
agreement replaces the Exit credit agreement, which was set to mature on March 1, 2024. The Second Credit Agreement 
provides a $10.0 million initial borrowing base, subject to semi-annual redetermination, with BOKF, NA dba Bank of 
Oklahoma (BOKF). The Second credit agreement matures on March 8, 2027 and is collateralized by the Company's BOSS rigs 
and upstream properties. 
Exit Credit Agreement. On the Emergence Date, the Company entered into an amended and restated credit agreement (the 
Exit credit agreement), providing for a $140.0 million senior secured revolving credit facility (RBL Facility) and a 
$40.0 million senior secured term loan facility, among (i) the Company, UDC, and UPC (together, the Borrowers), (ii) the 
guarantors party thereto, including the Company and all of its subsidiaries existing as of the Emergence Date (other than 
Superior and its subsidiaries), (iii) the lenders party thereto from time to time (Emergence Lenders), and (iv) BOKF, NA dba 
Bank of Oklahoma as administrative agent and collateral agent (in such capacity, the Administrative Agent). The maturity date 
of borrowings under the Exit credit agreement was March 1, 2024. The Exit credit agreement was secured by first-priority liens 
on substantially all of the personal and real property assets of the Borrowers and the Guarantors, including the Company’s 
ownership interests in Superior. 
Since the Emergence Date, the Company and the Lenders have had various amendments that reduced the borrowing base 
of the Exit credit agreement. As of December 31, 2023, the Exit credit agreement had a borrowing base of $35.0 million. 
Capital Requirements
Oil and Natural Gas Segment Acquisitions, Capital Expenditures, and Dispositions. Most of our capital expenditures for 
this segment are discretionary and directed toward growth. Our decisions to increase our oil, NGLs, and natural gas reserves 
through acquisitions or through drilling depends on the prevailing or expected market conditions, potential return on 
investment, future drilling potential, and opportunities to obtain financing, which provide us flexibility in deciding when and if 
to incur these costs. We participated in the completion of 24 gross wells (1.25 net wells) drilled by other operators during the 
year ended 2023 compared to 27 gross wells (1.34 net wells) during the year ended 2022.
Oil and natural gas segment capital expenditures, including oil and gas properties on the full cost method, for the year 
ended 2023 totaled $6.7 million, excluding a $14.4 million reduction in the ARO liability, compared to $21.0 million, excluding 
a $4.3 million increase in the ARO liability, during the year ended 2022.
On December 13, 2023, the Company closed on the sale of certain non-core wells and related leases in the Texas 
Panhandle for cash proceeds of $50.0 million, subject to customary post-closing adjustments based on an effective date of 
October 1, 2023. The sale represented a significant alteration to the full cost pool as reserves in excess of 25% were divested. 
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81

To determine the gain, the Company allocated the net book value of the full cost pool based on the relative fair value of the 
properties retained versus those divested. A gain of $37.2 million was recognized within gain on disposition of assets in the 
consolidated statements of operations.
On July 1, 2022, the Company closed on the sale of certain wells and related leases near the Texas Gulf Coast for cash 
proceeds of $45.4 million, net of customary closing and post-closing adjustments based on an effective date of April 1, 2022. 
These proceeds reduced the net book value of our full cost pool with no gain or loss recognized as the sale did not result in a 
significant alteration of the full cost pool.
On March 8, 2022, the Company closed on the sale of certain non-core wells and related leases located near the Oklahoma 
Panhandle for cash proceeds of $3.6 million, net of customary closing and post-closing adjustments based on an effective date 
of December 1, 2021. These proceeds reduced the net book value of our full cost pool with no gain or loss recognized as the 
sale did not result in a significant alteration of the full cost pool.
On August 16, 2021, the Company closed on the sale of substantially all of our wells and related leases located near 
Oklahoma City, Oklahoma for cash proceeds of $16.1 million, net of customary closing and post-closing adjustments based on 
an effective date of August 1, 2021. These proceeds reduced the net book value of our full cost pool with no gain or loss 
recognized as the sale did not result in a significant alteration of the full cost pool.
On May 6, 2021, the Company closed on the sale of substantially all of our wells and the leases related thereto located in 
Reno and Stafford Counties, Kansas for cash proceeds of $7.3 million, net of customary closing and post-closing adjustments 
based on an effective date of February 1, 2021. These proceeds reduced the net book value of our full cost pool with no gain or 
loss recognized as the sale did not result in a significant alteration of the full cost pool.
Net proceeds for the sale of other non-core oil and natural gas assets totaled $3.3 million and $7.7 million during the years 
ended December 31, 2023 and 2022, respectively. These proceeds reduced the net book value of our full cost pool with no gain 
or loss recognized as the sales did not result in a significant alteration of the full cost pool.
Contract Drilling Segment Dispositions, Acquisitions, and Capital Expenditures. Near term capital expenditures are 
expected to primarily be for maintenance capital on operating drilling rigs. Contract drilling capital expenditures totaled $11.3 
million and $11.1 million during the years ended December 31, 2023 and 2022, respectively.
On May 18, 2023, the Company closed on the sale of two older generation SCR rigs and certain related equipment for 
total proceeds of $5.8 million. Cash proceeds of $5.0 million were received at closing and deferred cash proceeds of $0.8 
million were received on January 25, 2024. The deferred proceeds are included in notes receivable on the consolidated balance 
sheets. The total proceeds recognized during the year ended December 31, 2023 resulted in net gains of $4.4 million, which are 
presented within gain on disposition of assets in the consolidated statements of operations.
Proceeds from the sale of other non-core contract drilling assets totaled $13.6 million and $12.8 million during the years 
ended December 31, 2023 and 2022, respectively. These proceeds resulted in net gains of $9.5 million and $8.4 million during 
the years ended December 31, 2023 and 2022, respectively. The net gains are presented within gain on disposition of assets in 
the consolidated statements of operations.
Mid-Stream Capital Expenditures and Acquisitions. Superior incurred $1.2 million in consolidated capital expenditures 
during the two months prior to the March 1, 2022 deconsolidation and the year ended December 31, 2022. 
Derivative Activities
Commodity Derivatives. Our commodity derivatives are intended to reduce our exposure to price volatility and manage 
price risks. Those contracts limit the risk of downward price movements for commodities subject to derivative contracts, but 
they also limit increases in future revenues that would otherwise result from price movements above the contracted prices. Our 
decision on the type and quantity of our production and the price(s) of our derivative(s) is based, in part, on our view of current 
and future market conditions. As of December 31, 2023, we had no commodity derivatives.
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82

Warrants. Prior to the determination of the initial exercise price, we recognized the fair value of the warrants as a 
derivative liability on our consolidated balance sheets with changes in the liability reported as loss on change in fair value of 
warrants in our consolidated statements of operations. On April 7, 2022, the Company delivered notice of the initial $63.74 
exercise price resulting in the warrants meeting the definition of an equity instrument. Accordingly, we recognized the change 
in the fair value of the warrant liability in our consolidated statements of operations and reclassified the $49.1 million warrant 
liability to capital in excess of par value on the consolidated balance sheets as of April 7, 2022. The warrants will continue to be 
reported as capital in excess of par value and are no longer subject to future fair value adjustments. On or about April 25, 2022, 
the warrants began trading over-the-counter under the symbol "UNTCW". On March 31, 2023, the warrants began trading on 
the OTCQX Best Market.
Below is the effect of derivative instruments on the consolidated statements of operations for the periods indicated:
Year Ended December 31,
2023
2022
 
(In thousands)
Gain (loss) on derivatives
$ 
12,975 
$ 
(63,610) 
Cash settlements paid on commodity derivatives
 
(10,591)  
(98,775) 
Gain (loss) on derivatives less cash settlements paid on commodity derivatives
$ 
23,566 
$ 
35,165 
Gain (loss) on change in fair value of warrants
$ 
— 
$ 
(29,323) 
If a legal right of set-off exists, we net the value of the derivative arrangements we have with the same counterparty on 
our consolidated balance sheets. We had no outstanding commodity derivatives outstanding as of December 31, 2023. The fair 
value of our commodity derivatives on our consolidated balance sheets were current derivative liabilities of $23.6 million as of 
December 31, 2022.
Stock-Based Compensation
During the year ended December 31, 2023, we granted 23,700 restricted stock units (RSU) with an aggregate grant date 
fair value of $1.1 million. The RSU grants were made in July 2023 and vest equally each month for 36 months. We recognized 
stock-based compensation expense of $7.5 million during the year ended December 31, 2023.
During the year ended December 31, 2022, we granted 7,850 RSUs with an aggregate grant date fair value of $0.2 million 
and 13,416 stock options with an aggregate grant date fair value of $0.1 million. The RSU grants were made in January 2022 
and vest equally each month for 30 months. The stock option grants were made in January 2022 and 100% vest on the first 
anniversary of the grant date. We recognized stock-based compensation expense of $6.7 million during the year ended 
December 31, 2022.
During the year ended December 31, 2021, we granted 315,529 RSUs with an aggregate grant date fair value of $8.4 
million and 361,418 stock options with an aggregate grant date fair value of $4.1 million. Director RSU grants will 25% vest on 
each of the following dates: May 27, 2022, September 3, 2022, September 3, 2023, and September 3, 2024 while employee 
RSU grants will one-third vest on each of the following dates: November 21, 2022, October 1, 2023, and October 1, 2024. We 
recognized stock-based compensation expense of $0.8 million during the year ended December 31, 2021.
In accordance with the provisions allowed under the LTIP, the Compensation Committee adjusted the per share exercise 
price of all outstanding stock options to $35.00 effective January 31, 2023, to $32.50 effective June 26, 2023, to $30.00 
effective September 26, 2023, and to $7.50 effective December 27, 2023 to account for the dividends paid on each of those 
respective dates.
Insurance
We are self-insured for certain losses relating to workers’ compensation, general liability, control of well, and employee 
medical benefits. Insured policies for other coverage contain deductibles or retentions per occurrence that range from zero to 
$1.0 million. We have purchased stop-loss coverage to limit, to the extent feasible, per occurrence and aggregate exposure to 
certain types of claims. There is no assurance that the insurance coverage we have will protect us against liability from all 
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83

potential consequences. If insurance coverage becomes more expensive, we may choose to self-insure, decrease our limits, raise 
our deductibles, or any combination of these rather than pay higher premiums.
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84

Results of Operations
Year Ended December 31, 2023 versus Year Ended December 31, 2022
 
Year Ended December 31,
Change
Percent
Change (1)
 
2023
2022
(In thousands except rig and day amounts, and as otherwise specified)
Total revenue, before inter-segment eliminations
$ 
327,293 
$ 
557,176 
$ 
(229,883) 
 (41) %
Total revenue, after inter-segment eliminations
$ 
327,293 
$ 
545,525 
$ 
(218,232) 
 (40) %
Net income
$ 
248,939 
$ 
142,541 
$ 
106,398 
 75 %
Net income (loss) attributable to non-controlling interest
$ 
— 
$ 
(5,828) 
$ 
5,828 
 (100) %
Net income attributable to Unit Corporation
$ 
248,939 
$ 
148,369 
$ 
100,570 
 68 %
Oil and Natural Gas:
Revenue, before inter-segment eliminations
$ 
146,237 
$ 
326,238 
$ 
(180,001) 
 (55) %
Operating costs, before inter-segment eliminations
$ 
65,739 
$ 
93,859 
$ 
(28,120) 
 (30) %
Average oil price ($/Bbl)
$ 
60.61 
$ 
57.48 
$ 
3.13 
 5 %
Average oil price excluding derivatives ($/Bbl)
$ 
75.57 
$ 
94.28 
$ 
(18.71) 
 (20) %
Average NGLs price ($/Bbl)
$ 
18.02 
$ 
30.00 
$ 
(11.98) 
 (40) %
Average NGLs price excluding derivatives ($/Bbl)
$ 
18.02 
$ 
30.00 
$ 
(11.98) 
 (40) %
Average natural gas price ($/Mcf)
$ 
2.28 
$ 
3.65 
$ 
(1.37) 
 (38) %
Average natural gas price excluding derivatives ($/Mcf)
$ 
2.07 
$ 
5.79 
$ 
(3.72) 
 (64) %
Oil production (MBbls)
 
984 
 
1,281 
 
(297) 
 (23) %
NGL production (MBbls)
 
1,636 
 
2,148 
 
(512) 
 (24) %
Natural gas production (MMcf)
 
20,195 
 
24,211 
 
(4,016) 
 (17) %
Total production (MBoe)
 
5,986 
 
7,464 
 
(1,478) 
 (20) %
Contract Drilling:
Revenue, before inter-segment eliminations
$ 
181,056 
$ 
147,740 
$ 
33,316 
 23 %
Operating costs, before inter-segment eliminations
$ 
108,035 
$ 
105,608 
$ 
2,427 
 2 %
Total drilling rigs available for use at the end of the period
 
14 
 
18 
 
(4) 
 (22) %
Average number of drilling rigs in use
 
15.1 
 
16.4 
 
(1.3) 
 (8) %
Total revenue days
 
5,511 
 
6,001 
 
(490) 
 (8) %
Average dayrate on daywork contracts ($/day)
$ 
31,225 
$ 
23,132 
$ 
8,093 
 35 %
Average dayrate on daywork contracts - BOSS Rigs ($/day)
$ 
31,690 
$ 
23,963 
$ 
7,727 
 32 %
Average dayrate on daywork contracts - SCR Rigs ($/day)
$ 
22,944 
$ 
19,422 
$ 
3,522 
 18 %
Mid-Stream: (2)
Revenue, before inter-segment eliminations
$ 
— 
$ 
83,198 
$ 
(83,198) 
 (100) %
Operating costs, before inter-segment eliminations
$ 
— 
$ 
73,771 
$ 
(73,771) 
 (100) %
Corporate and Other:
General and administrative expense, before inter-segment 
eliminations
$ 
22,577 
$ 
24,033 
$ 
(1,456) 
 (6) %
Other income (expense):
Interest income
$ 
9,734 
$ 
2,642 
$ 
7,092 
NM
Interest expense
$ 
(164) 
$ 
(447) 
$ 
283 
 63 %
Reorganization items
$ 
(299) 
$ 
(127) 
$ 
(172) 
 (135) %
Gain (loss) on derivatives
$ 
12,975 
$ 
(63,610) 
$ 
76,585 
 120 %
Loss on change in fair value of warrants
$ 
— 
$ 
(29,323) 
$ 
29,323 
 (100) %
Gain on sale of Superior investment
$ 
17,812 
$ 
— 
$ 
17,812 
NM
Loss on deconsolidation of Superior
$ 
— 
$ 
(13,141) 
$ 
13,141 
 (100) %
Income tax expense (benefit), net
$ 
(45,510) 
$ 
333 
$ 
(45,843) 
NM
Average interest rate on long-term debt outstanding
 — %
 2.2 %
 (2.2) %
 (100) %
Average long-term debt outstanding
$ 
— 
$ 
3,143 
$ 
(3,143) 
 (100) %
1.
NM – A percentage calculation is not meaningful due to a zero-value denominator or a percentage change greater than 200.
2.
Mid-Stream activity and metrics shown in this table for the year ended December 31, 2022 reflect Superior activity on a consolidated basis for the two 
months prior to March 1, 2022.
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85

Oil and Natural Gas
Oil and natural gas revenues decreased $180.0 million or 55% during the year ended December 31, 2023 compared to the 
year ended December 31, 2022 primarily due to lower commodity prices and lower production volumes. Including derivatives 
settled, average oil prices increased 5% to $60.61 per barrel, average natural gas prices decreased 38% to $2.28 per Mcf, and 
NGLs prices decreased 40% to $18.02 per barrel. Oil production decreased 23%, natural gas production decreased 17%, and 
NGLs production decreased 24%. The decrease in volumes was primarily due to normal well production declines and 
divestitures of producing properties which have not been offset by new drilling or acquisitions.
Oil and natural gas operating costs decreased $28.1 million or 30% during the year ended December 31, 2023 compared 
to the year ended December 31, 2022 primarily due to lower production tax expenses due to decreased revenues, lower 
employee compensation and separation benefits, and lower lease operating expenses.
Contract Drilling
Contract drilling revenues increased $33.3 million or 23% during the year ended December 31, 2023 compared to the 
year ended December 31, 2022 primarily due to increases to the average dayrates on daywork contracts of 32% and 18% on 
BOSS rigs and SCR rigs, respectively, partially offset by an 8% decrease in the average number of drilling rigs in use to 15.1 
during the year ended December 31, 2023. 
Contract drilling operating costs increased $2.4 million or 2% during the year ended December 31, 2023 compared to the 
year ended December 31, 2022 primarily due to higher average employee compensation, partially offset by a decrease in the 
average number of drilling rigs in use and lower startup costs associated with bringing stacked rigs back into service.
Total rigs available for use was reduced from 18 to 14 during 2023 reflecting the removal of the older generation SCR 
rigs from our fleet.
Mid-Stream
Mid-Stream revenues decreased $83.2 million or 100% during the year ended December 31 2023 compared to the year 
ended December 31, 2022 due to the absence of activity subsequent to March 1, 2022 as a result of the deconsolidation of 
Superior.
Operating costs decreased $73.8 million or 100% during the year ended December 31, 2023 compared to the year ended 
December 31, 2022 due to the absence of activity subsequent to March 1, 2022 as a result of the deconsolidation of Superior.
General and Administrative
General and administrative expenses decreased $1.5 million or 6% during the year ended December 31, 2023 compared 
to the year ended December 31, 2022 primarily due to a decrease in employee compensation partially offset by an increase in 
stock-based compensation and software costs.
Interest Income
Interest income increased $7.1 million during the year ended December 31, 2023 compared to the year ended December 
31, 2022 primarily due to higher average cash equivalents held as well as higher average interest rates during the year ended 
December 31, 2023 compared to the year ended December 31, 2022.
Interest Expense
Changes in interest expense between the comparative year ended 2023 and 2022 are primarily related to commitment fees 
paid on the unused portion of the Exit credit facility. There were no borrowings outstanding on the Exit credit facility during 
either of the comparative years.
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86

Reorganization Items
Reorganization items represent any of the expenses, gains, and losses incurred subsequent to and as a direct result of the 
Chapter 11 proceedings.
Gain (Loss) on Derivatives
The $76.6 million favorable change in gain (loss) on derivatives between the comparative years ended December 31, 
2023 and 2022 is primarily due to the impact of pricing changes on our commodity derivative positions.
Loss on Change in Fair Value of Warrants 
The $29.3 million favorable change in loss on change in fair value of warrants between the years ended December 31, 
2023 and 2022 is due to the second quarter 2022 warrant exercise price determination and reclassification of the warrant
liability to shareholders' equity.
Gain on Sale of Superior Investment
The $17.8 million gain on sale of Superior investment represents the gain recognized on the April 2023 sale of our
investment in Superior.
Loss on Deconsolidation of Superior
Loss on deconsolidation of $13.1 million during the year ended December 31, 2022 represents the loss recognized on the 
March 1, 2022 deconsolidation of Superior.
Income Tax Expense (Benefit), Net
The $45.5 million favorable change in income tax expense (benefit), net during the year ended December 31, 2023 
compared to the year ended December 31, 2022 is due to a $94.7 million release of the valuation allowance, offset by utilization 
of our deferred tax assets for income tax expenses incurred from operations and the April 2023 sale of the Superior investment. 
We did not record any income tax expense, net during the year ended December 31, 2022 due to the Company's full valuation 
allowance against our net deferred tax assets.
Effects of Inflation
The effect of inflation in the oil and natural gas industry is primarily driven by the prices for oil, NGLs, and natural gas, 
as well as inflationary factors in the general United States economy. Increases in oil and gas prices increase the demand for our 
contract drilling rigs and services. This increase in demand affects the dayrates we can obtain for our contract drilling services. 
During periods of higher demand for our drilling rigs we have experienced increases in labor costs and the costs of services to 
support our drilling rigs. Historically when oil, NGLs, and natural gas prices declined, labor rates did not come back down to 
the levels existing before the increases. If commodity prices increase substantially for a long period, shortages in support 
equipment (like drill pipe, third party services, and qualified labor) can cause additional increases in our material and labor 
costs. Increases in dayrates for drilling rigs also increase the cost of drilling our oil and natural gas properties. How inflation 
will affect us in the future will depend on increases, if any, realized in our drilling rig rates, the prices we receive for our oil, 
NGLs, and natural gas, and the rates we receive for gathering and processing natural gas. 
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87

Quantitative and Qualitative Disclosures about Market Risk
Commodity Price Risk. Our major market risk exposure is in the prices we receive for our oil, NGLs, and natural gas 
production. Those prices are primarily driven by the prevailing worldwide price for crude oil and market prices applicable to 
our natural gas production. Historically, these prices have fluctuated, and they will probably continue to do so. The price of oil, 
NGLs, and natural gas also affects both the demand for our drilling rigs and the amount we can charge for our drilling rigs. 
Based on our production for the year ended December 31, 2023, a $0.10 per Mcf change in what we receive for our natural gas 
production, without the effect of derivatives, would cause a corresponding $0.2 million per month ($2.0 million annualized) 
change in our pre-tax operating cash flow. A $1.00 per barrel change in our oil price, without the effect of derivatives, would 
result in a $0.1 million per month ($1.0 million annualized) change in our pre-tax operating cash flow and a $1.00 per barrel 
change in our NGLs price, without the effect of derivatives, would result in a $0.1 million per month ($1.6 million annualized) 
change in our pre-tax operating cash flow.
We use derivative transactions to manage the risk associated with price volatility. Our decision on the type and quantity 
of our production and the price(s) of our derivative(s) is based, in part, on our view of current and future market conditions. The 
transactions we use include financial price swaps under which we will receive a fixed price for our production and pay a 
variable market price to the contract counterparty. We do not hold or issue derivative instruments for speculative trading 
purposes.
There were no commodity derivatives outstanding as of December 31, 2023.
Interest Rate Risk. Our interest rate exposure primarily relates to our cash equivalents held in money market funds 
comprised of U.S. Government and U.S. Treasury securities and our long-term debt under our credit agreement. Our money 
market fund holdings accrue interest at variable interest rates. Based on our average cash equivalents subject to a variable rate 
during 2023, a 1% change in the average effective interest rate on these holdings during 2023 would change our annual pre-tax 
cash flow by approximately $1.8 million. Borrowings under our Exit credit agreement also bear interest at variable interest 
rates. We had no outstanding borrowings under this facility as of December 31, 2023.
Part E. Issuance History
The following table presents all shares or any other securities or options to acquire such securities issued for services 
during the periods indicated below:
Month of Issuance
Issuance Type (1)
Shares Issued
Price at Issuance
Issuance Class
2022
January 2022
Restricted Stock (2)
 
7,850 $ 
32.30 
Director (3)
January 2022
Option Grant
 
13,416 $ 
32.30 
Director (3)
2023
July 2023
Restricted Stock (2)
 
23,700 $ 
47.88 
Employee (4)
1.
All awards related to common stock and were issued pursuant to the Company's LTIP. 
2.
Restricted stock award agreements contain a legend stating that the shares have not been registered under the Securities Act or any state securities 
laws and setting forth or referring to the restrictions on transferability and sale of the shares under the Securities Act.
3.  
During January 2022, Robert Anderson entered into a consulting contract with the Company. Under the terms of the consulting contract, Mr. 
Anderson agreed to provide advisory consulting services related to the Company's sale of up to all of the assets of its exploration and production 
segment in exchange for awards of restricted stock units and stock options. The restricted stock units vest in equal monthly installments beginning 
one month from the grant date, and will be fully vested within thirty months of the grant date. The stock options became 100% exercisable at $45.00 
per share one year from the grant date, and they expire on the date that is thirty months after the grant date. 
4. 
During July 2023, the Company granted employee RSUs that will one-third vest on each of the following dates: August 1, 2024, July 1, 2025, and 
July 1, 2026.
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88

Part F. Exhibits
2.1
Debtors' Amended Joint Chapter 11 Plan of Reorganization [Docket No. 320] (filed as Exhibit 2.1 to Unit's Form 8-
K, dated August 12, 2020, which is incorporated by reference herein).
3.1
Amended and Restated Certificate of Incorporation of Unit Corporation, dated as of September 3, 2020 (filed as 
Exhibit 3.1 to Unit's Form 10-Q, dated August 16, 2021, which is incorporated by reference herein).
3.2
Amended and Restated Bylaws of Unit Corporation, dated as of September 3, 2020 (filed as Exhibit 3.2 to Unit's 
Form 8-K, dated September 10, 2020, which is incorporated by reference herein).
10.1†
Unit Corporation Long Term Incentive Plan (filed as Exhibit 10.1 to Unit’s Form 8-K, dated September 10, 2020, 
which is incorporated by reference herein).
10.2†
Form of Stock Option Grant Notice and Award Agreement (filed as Exhibit 10.3 to Unit’s Form 10-Q, dated 
November 12, 2021, which is incorporated by reference herein).
10.3†
Form of Restricted Stock Unit (RSU) Grant Notice and Award Agreement (filed as Exhibit 10.2 to Unit’s Form 10-
Q, dated May 12, 2021, which is incorporated by reference herein).
10.4†
Form of Consulting Agreement with Robert Anderson (filed as Exhibit 10.4 to Unit's Form 10-K, dated March 31, 
2022, which is incorporated by reference herein).
10.5
Form of Indemnification Agreement between Unit Corporation and its executive officers and directors (filed as 
Exhibit 10.27 to Unit’s Form 10-K, dated March 31, 2021, which is incorporated by reference herein).
10.6
Form of Director Engagement Letter (filed as Exhibit 10.28 to Unit’s Form 10-K, dated March 31, 2021, which is 
incorporated by reference herein).
10.7†
Employment Agreement, dated October 26, 2020, between Unit Corporation and Thomas Sell (filed as Exhibit 10.1 
to Unit’s Form 8-K, dated December 11, 2020, which is incorporated by reference herein).
10.8†
Amended and Restated Separation Benefit Plan of Unit Corporation and Participating Subsidiaries (filed as Exhibit 
10.8 to Unit's Form 10-K, dated March 31, 2022, which is incorporated by reference herein).
10.9†
Amendment No. 1 to Amended and Restated Separation Benefit Plan of Unit Corporation and Participating 
Subsidiaries (filed as Exhibit 10.9 to Unit's Form 10-K, dated March 31, 2022, which is incorporated by reference 
herein). 
10.10
Amended and Restated Management Services and Operating Agreement between SPC Midstream Operating, L.L.C. 
and Superior Pipeline Company, L.L.C. (filed as Exhibit 10.10 to Unit's Form 10-k, dated March 31, 2022, which is 
incorporated by reference herein).
10.11
Amended and Restated Credit Agreement, dated as of September 3, 2020, among Unit Corporation, Unit Drilling 
Company, Unit Petroleum Company, the lenders party thereto from time to time, the guarantors party thereto and 
BOKF, NA dba Bank of Oklahoma as administrative agent and collateral agent (filed as Exhibit 10.1 to Unit’s Form 
8-K, dated September 10, 2020, which is incorporated by reference herein).
10.12
First Amendment to Amended and Restated Credit Agreement dated April 6, 2021 (filed as Exhibit 10.1 to Unit’s 
Form 10-Q, dated May 12, 2021, which is incorporated by reference herein).
10.13
Second Amendment to Amended and Restated Credit Agreement effective July 26, 2021 (filed as Exhibit 10.1 to 
Unit’s Form 10-Q, dated August 16, 2021, which is incorporated by reference herein).
10.14
Third Amendment to Amended and Restated Credit Agreement effective October 20, 2021 (filed as Exhibit 10.1 to 
Unit’s Form 10-Q, dated November 12, 2021, which is incorporated by reference herein).
10.15
Fourth Amendment to Amended and Restated Credit Agreement effective November 1, 2022 (filed as Exhibit 10.1 
to Unit’s Form 10-Q, dated November 10, 2022, which is incorporated by reference herein).
10.16
Credit Agreement dated May 10, 2018, by and among Superior Pipeline Company, L.L.C. and BOKF, NA DBA 
Bank of Oklahoma, as Administrative Agent, and the institutions named therein (as lenders) (filed as Exhibit 10.1 to 
Unit’s Form 8-K dated May 16, 2018, which is incorporated by reference herein).
10.17
First Amendment to Credit Agreement, dated June 27, 2018, by and among Superior Pipeline Company, L.L.C. and 
the subsidiaries named therein (as borrowers), BOKF, NA dba Bank of Oklahoma, as Administrative Agent, and the 
institutions named therein (as lenders) (filed as Exhibit 10.1(b) to Unit’s Form 10-Q, dated August 9, 2018, which is 
incorporated by reference herein).
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89

10.18
Amended and Restated Credit Agreement, dated April 29, 2022 by and among Superior Pipeline Company, L.L.C. 
and BOKF, NA DBA Bank of Oklahoma as Administrative Agent, and the institutions named therein (as lenders) 
(filed as Exhibit 10.1 to Unit’s Form 10-Q, dated May 12, 2022, which is incorporated by reference herein).
10.19
Warrant Agreement, dated as of September 3, 2020, by and between Unit Corporation and American Stock Transfer 
& Trust Company, LLC (filed as Exhibit 10.2 to Unit’s Form 8-K, dated September 10, 2020, which is incorporated 
by reference herein).
10.20
Registration Rights Agreement, dated as of September 9, 2020, by and between the Company and the holders party 
thereto (filed as Exhibit 10.3 to Unit’s Form 8-K, dated September 10, 2020, which is incorporated by reference 
herein).
10.21
Second Amended and Restated Limited Liability Company Agreement of Superior Pipeline Company, L.L.C., dated 
as of July 1, 2019 (filed as Exhibit 10.1 to Unit’s Form 10-Q, dated October 21, 2020, which is incorporated by 
reference herein).
10.22
Amendment No. 1 to Second Amended and Restated Limited Liability Company Agreement of Superior Pipeline 
Company, L.L.C., dated as of July 1, 2019 (filed as Exhibit 10.2 to Unit’s Form 10-Q, dated October 21, 2020, 
which is incorporated by reference herein).
10.23
Amendment No. 2 to Second Amended and Restated Limited Liability Company Agreement of Superior Pipeline 
Company, L.L.C., dated as of March 1, 2022 (filed as Exhibit 10.21 to Unit's Form 10-K, dated March 31, 2022, 
which is incorporated by reference herein).
10.24
Purchase and Sale Agreement, dated March 28, 2018, by and between Unit Corporation and SP Investor Holdings, 
LLC (filed as Exhibit 10.1 to Unit’s Form 10-Q, dated May 3, 2018, which is incorporated by reference herein).
10.25
Second Amended and Restated Credit Agreement, dated March 8, 2024, effective March 1, 2024 (filed herewith)
31.1
Certification of Principal Executive Officer (filed herewith).
31.2
Certification of Principal Financial Officer (filed herewith).
99.1
Ryder Scott Company, L.P. Summary Report (filed herewith).
† Indicates a management contract or compensatory plan.
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90

Exhibit 10.25 Second Amended and Restated Credit Agreement, dated March 8, 2024, effective March 1, 2024
 
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
dated as of March 8, 2024,
effective as of March 1, 2024, among
UNIT CORPORATION, UNIT 
DRILLING COMPANY,
and
UNIT PETROLEUM COMPANY,
each, individually and collectively, as Borrower,
BOKF, NA DBA BANK OF OKLAHOMA,
as Administrative Agent, Issuing Bank, Lead Arranger and Bookrunner, and
THE LENDERS PARTY HERETO FROM TIME TO TIME
Table of Contents

TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS AND ACCOUNTING MATTERS 
1
Section 1.01 
Terms Defined Above 
1
Section 1.02 
Certain Defined Terms 
1
Section 1.03 
Types of Loans and Borrowings 
36
Section 1.04 
Terms Generally; Rules of Construction 
36
Section 1.05 
Accounting Terms and Determinations; GAAP 
37
Section 1.06 
Timing of Payment or Performance 
37
Section 1.07 
Divisions 
37
Section 1.08 
Rates 
37
Section 1.09 
Letter of Credit Amounts 
38
Section 1.10 
Miscellaneous 
38
ARTICLE II THE CREDITS 
38
Section 2.01 
Commitments 
38
Section 2.02 
Loans and Borrowings 
38
Section 2.03 
Requests for Borrowings 
39
Section 2.04 
Interest Elections. 
40
Section 2.05 
Funding of Borrowings 
41
Section 2.06 
Termination and Reduction of Aggregate Maximum Credit Amounts 
42
Section 2.07 
Borrowing Base 
42
Section 2.08 
Letters of Credit 
45
Section 2.09 
Defaulting Lenders 
52
Section 2.10 
Return of Payments 
54
ARTICLE III PAYMENTS OF PRINCIPAL AND INTEREST; PREPAYMENTS; FEES 
56
Section 3.01 
Repayment of Loans 
56
Section 3.02 
Interest 
56
Section 3.03 
Changed Circumstances 
57
Section 3.04 
Prepayments 
60
Section 3.05 
Fees 
61
Section 3.06 
Indemnity 
63
ARTICLE IV PAYMENTS; PRO RATA TREATMENT; SHARING OF SET-OFFS 
63
Section 4.01 
Payments Generally; Pro Rata Treatment; Sharing of Set-offs 
63
Section 4.02 
Presumption of Payment by the Borrower 
64
Section 4.03 
Deductions by the Administrative Agent 
64
Section 4.04 
Collection of Proceeds of Production 
64
ARTICLE V INCREASED COSTS; BREAK FUNDING PAYMENTS; TAXES;
ILLEGALITY 
65
Section 5.01 
Increased Costs 
65
Section 5.02 
Break Funding Payments 
66
Section 5.03 
Taxes 
66
Section 5.04 
Mitigation Obligations; Designation of Different Lending Office 
70
Section 5.05 
Replacement of Lenders 
70
Section 5.06 
Illegality 
71
ARTICLE VI CONDITIONS PRECEDENT 
71
Section 6.01 
Effective Date 
71
Section 6.02 
Each Credit Event 
74
ARTICLE VII REPRESENTATIONS AND WARRANTIES 
75
Section 7.01 
Organization; Powers 
75
Table of Contents

Section 7.02 
Authority; Enforceability 
75
Section 7.03 
Approvals; No Conflicts 
75
Section 7.04 
Financial Condition; No Material Adverse Change 
76
Section 7.05 
Litigation 
76
Section 7.06 
Environmental Matters 
76
Section 7.07 
Compliance with the Laws and Agreements; No Defaults 
77
Section 7.08 
Investment Company Act 
78
Section 7.09 
Taxes 
78
Section 7.10 
ERISA 
78
Section 7.11 
Disclosure; No Material Misstatements 
78
Section 7.12 
Insurance 
79
Section 7.13 
Restriction on Liens 
79
Section 7.14 
Subsidiaries 
79
Section 7.15 
Location of Business and Offices 
80
Section 7.16 
Properties; Titles, Etc. 
80
Section 7.17 
Maintenance of Properties 
81
Section 7.18 
Gas Imbalances, Prepayments 
81
Section 7.19 
Marketing of Production 
81
Section 7.20 
Swap Agreements and Qualified ECP Counterparty 
82
Section 7.21 
Use of Loans and Letters of Credit 
82
Section 7.22 
Solvency 
82
Section 7.23 
International Operations 
82
Section 7.24 
USA Patriot Act; AML Laws; Anti-Corruption Laws and Sanctions 
82
Section 7.25 
Accounts 
82
Section 7.26 
Affected Financial Institutions 
83
Section 7.27 
Security Interests; Collateral Coverage Minimum 
83
Section 7.28 
Company as Administrative Borrower 
83
Section 7.29 
Joint and Several Liability of Borrower; Rights of Contribution. 
84
ARTICLE VIII AFFIRMATIVE COVENANTS 
85
Section 8.01 
Financial Statements; Other Information 
85
Section 8.02 
Notices of Material Events 
88
Section 8.03 
Existence; Conduct of Business 
88
Section 8.04 
Payment of Obligations 
89
Section 8.05 
Performance of Obligations under Loan Documents 
89
Section 8.06 
Operation and Maintenance of Properties 
89
Section 8.07 
Insurance 
90
Section 8.08 
Books and Records; Inspection Rights 
90
Section 8.09 
Compliance with Laws and Contractual Obligations 
90
Section 8.10 
Environmental Matters 
90
Section 8.11 
Further Assurances 
91
Section 8.12 
Reserve Reports 
92
Section 8.13 
Title Information 
93
Section 8.14 
Additional Collateral 
94
Section 8.15 
ERISA Compliance 
95
Section 8.16 
Marketing Activities 
95
Section 8.17 
Commodity Exchange Act Keepwell Provisions 
95
Section 8.18 
[Reserved] 
95
Section 8.19 
Deposit Accounts; Commodity Accounts 
95
ARTICLE IX NEGATIVE COVENANTS 
96
Section 9.01 
Financial Covenants 
96
Section 9.02 
Debt 
96
Section 9.03 
Liens 
97
Section 9.04 
Restricted Payments 
97
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Section 9.05 
Investments, Loans and Advances 
98
Section 9.06 
Nature of Business; No International Operations 
99
Section 9.07 
Limitation on Leases 
99
Section 9.08 
Proceeds of Loans; OFAC 
99
Section 9.09 
ERISA Compliance 
99
Section 9.10 
Sale or Discount of Notes or Receivables 
100
Section 9.11 
Mergers, Etc. 
100
Section 9.12 
Sale of Properties and Liquidation of Swap Agreements 
100
Section 9.13 
Environmental Matters 
101
Section 9.14 
Transactions with Affiliates 
101
Section 9.15 
Subsidiaries 
101
Section 9.16 
Negative Pledge Agreements; Subsidiary Dividend Restrictions 
101
Section 9.17 
Take-or-Pay or Other Prepayments 
102
Section 9.18 
Swap Agreements 
102
Section 9.19 
Amendments to Organizational Documents 
104
Section 9.20 
Non-Qualified ECP Counterparties 
104
ARTICLE X EVENTS OF DEFAULT; REMEDIES 
104
Section 10.01 Events of Default 
104
Section 10.02 Remedies 
106
Section 10.03 [Reserved] 
107
ARTICLE XI THE AGENTS 
107
Section 11.01 Appointment; Powers 
107
Section 11.02 Duties and Obligations of Administrative Agent 
107
Section 11.03 Action by Administrative Agent 
108
Section 11.04 Reliance by Administrative Agent 
109
Section 11.05 Subagents 
109
Section 11.06 Resignation of Administrative Agent 
109
Section 11.07 Agents as Lenders 
109
Section 11.08 No Reliance 
110
Section 11.09 Administrative Agent May File Proofs of Claim 
110
Section 11.10 Withholding Tax 
111
Section 11.11 Authority of Administrative Agent to Release Collateral, Liens and 
  Guarantors 
111
Section 11.12 The Arranger and Agent 
111
Section 11.13 Credit Bidding 
111
Section 11.14 Certain ERISA Matters 
112
ARTICLE XII MISCELLANEOUS 
114
Section 12.01 Notices 114
Section 12.02 Waivers; Amendments 
115
Section 12.03 Expenses, Indemnity; Damage Waiver 
116
Section 12.04 Successors and Assigns 
119
Section 12.05 Survival; Revival; Reinstatement 
122
Section 12.06 Counterparts; Integration; Effectiveness; Electronic Execution 
123
Section 12.07 Severability 
123
Section 12.08 Right of Setoff 
123
Section 12.09 GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS 
124
Section 12.10 Headings 
125
Section 12.11 Confidentiality 
125
Section 12.12 Interest Rate Limitation 
126
Section 12.13 EXCULPATION PROVISIONS 
126
Section 12.14 Collateral Matters; Swap Agreements; and Bank Products 
127
Section 12.15 No Third Party Beneficiaries 
127
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Section 12.16 USA Patriot Act Notice 
127
Section 12.17 No Advisory or Fiduciary Responsibility 
127
  Section 12.18 Acknowledgement and Consent to Bail-In of Affected Financial
Institutions 
128
Section 12.19 Acknowledgement Regarding Any Supported QFCs 
128
Section 12.20 Amendment and Restatement 
129
ARTICLE XIII GUARANTY 
129
Section 13.01 The Guaranty 
129
Section 13.02 Guaranty Unconditional 
130
Section 13.03 Discharge Only Upon Payment In Full; Reinstatement In Certain
Circumstances. 
131
Section 13.04 Waivers. 
131
Section 13.05 Subrogation. 
131
Section 13.06 Stay of Acceleration 
131
Section 13.07 Subordination of Indebtedness of any Guarantor to any other Guarantor
to the Guaranteed Obligations. 
131
Section 13.08 Limitation on Obligations 
132
Section 13.09 Application of Payments 
133
Section 13.10 No Waivers. 
133
Section 13.11 No Duty to Advise 
133
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ANNEX, EXHIBITS AND SCHEDULES
Annex I
List of Maximum Credit Amounts
Exhibit A
Form of Note
Exhibit B
Form of Borrowing Request
Exhibit C
Form of Interest Election Request
Exhibit D
Form of Compliance Certificate
Exhibit E
Security Instruments
Exhibit F
[Reserved.]
Exhibit G
Form of Assignment and Assumption
Exhibit H-1
Form of U.S. Tax Compliance Certificate (Foreign Lenders; not partnerships)
Exhibit H-2
Form of U.S. Tax Compliance Certificate (Foreign Participants; not partnerships)
Exhibit H-3
Form of U.S. Tax Compliance Certificate (Foreign Participants; partnerships)
Exhibit H-4
Form of U.S. Tax Compliance Certificate (Foreign Lenders; partnerships)
Schedule 7.05
Litigation
Schedule 7.06
Environmental Matters
Schedule 7.14
Subsidiaries
Schedule 7.18
Gas Imbalances
Schedule 7.19
Material Agreements
Schedule 7.20
Swap Agreements
Schedule 7.25
Accounts [Redacted]
Schedule 9.02
Effective Date Debt
Schedule 9.03
Existing Liens
Schedule 9.05
Effective Date Investments
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SECOND AMENDED AND RESTATED CREDIT AGREEMENT
THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 8,
2024, but effective as of March 1, 2024, among UNIT CORPORATION, a Delaware corporation (the 
“Company”), UNIT DRILLING COMPANY, an Oklahoma corporation (“Unit Drilling”), and UNIT 
PETROLEUM COMPANY, an Oklahoma corporation (“Unit Petroleum”, and together with the 
Company and Unit Drilling, each, individually, and collectively, the “Borrower”), each of the Lenders 
(hereinafter defined) from time to time party hereto; and BOKF, NA DBA BANK OF OKLAHOMA, as 
administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the 
“Administrative Agent”) and as the Issuing Bank (hereinafter defined).
RECITALS
A. 
The Borrower is party to that certain Amended and Restated Credit Agreement dated as 
of September 3, 2020 among the Borrower, the lenders party thereto from time to time (the “Existing 
Lenders”) and BOKF, NA dba Bank of Oklahoma, as administrative agent (in such capacity, the 
“Existing Agent”) (as amended prior to the date hereof, the “Existing Credit Agreement”).
B. 
In order to secure the full and punctual payment and performance of the loans under the 
Existing Credit Agreement, the Borrower and their Subsidiaries executed and delivered mortgages, deeds 
of trust, security agreements, pledge agreements, control agreements, financing statements and other 
security instruments in favor of the Existing Agent (such aforesaid existing security documents, 
including, without limitation, the Existing Mortgages (as defined below), are herein referred to, 
collectively, as the “Existing Security Documents”) granting liens and continuing security interests in and 
to the collateral described in such Existing Security Documents.
C. 
Borrower, the Existing Agent, and the Existing Lenders desire to (i) amend and restate (but 
not novate or extinguish) the Existing Credit Agreement in its entirety as hereinafter set forth through the 
execution of this Agreement and (ii) have the obligations of the Borrower hereunder continue to be secured 
by the liens and security interests created under the Existing Security Documents, together with the liens 
and security interests created under any of the other Security Instruments executed on and/or after the date 
hereof.
D. 
It is the intention of the parties hereto that this Agreement is an amendment and 
restatement of the Existing Credit Agreement, and is not a new or substitute credit agreement or novation 
of the Existing Credit Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained 
and of the loans, extensions of credit and commitments hereinafter referred to, the parties hereto agree as 
follows:
ARTICLE I
DEFINITIONS AND ACCOUNTING MATTERS
Section 1.01   Terms Defined Above. As used in this Agreement, each term defined above has 
the meaning indicated above.
Section 1.02   Certain Defined Terms. As used in this Agreement, the following terms have the 
meanings specified below:
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“ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the 
Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate 
Base Rate.
“ABR Term SOFR Determination Day” has the meaning specified in the definition of “Term
SOFR”.
“Acceptable Security Interest” means a security interest which (a) exists in favor of the 
Administrative Agent for its benefit and the ratable benefit of the Secured Parties, (b) is a first and 
superior in priority to all other security interests on such asset subject only to Permitted Liens, (c) secures 
the Indebtedness, (d) is enforceable against the Credit Party which created such security interest, and (e) 
other than as to Excluded Collateral, is perfected.
“Account Control Agreement” means a control agreement, in form and substance reasonably 
satisfactory to the Administrative Agent, which grants the Administrative Agent “control” as 
contemplated in the Uniform Commercial Code in effect in the applicable jurisdiction over any Deposit 
Account, Securities Account or Commodity Account of any Credit Party, in each case, among the 
Administrative Agent, the applicable Credit Party and the applicable financial institution at which such 
Deposit Account, Securities Account or Commodity Account is maintained.
“Accounting Changes” means, with respect to any Person, changes in accounting principles 
required by the promulgation of any rule, regulation, pronouncement or opinion of the Financial 
Accounting Standards Board or the American Institute of Certified Public Accountants (or any successor 
thereto or any agency with similar functions).
“Acquisition” means the purchase (including acquisition by means of a merger) by any Borrower 
or any Subsidiary thereof of (a) all or substantially all of the assets of a Person, (b) substantially all of the 
Equity Interests of a Person, (c) any business, division or enterprise (or regional portion thereof), 
including the purchase of associated assets or operations of such business, division, or enterprise (or 
regional portion thereof) of a Person, but for the avoidance of doubt, excludes purchases of equipment 
with no other tangible or intangible property associated with such equipment purchase unless such 
purchase of equipment involves all or substantially all of the assets of the seller (or all or substantially all 
of the assets of a business, division, or enterprise (or regional portion thereof) of the seller), (d) a majority 
of the Equity Interests of any Person including by way of merger, amalgamation, or consolidation, or (e) 
any Equity Interests in any Subsidiary which serves to increase any Borrower or any Subsidiary’s equity 
ownership therein.
“Adjusted Term SOFR” means, for any Interest Period, an interest rate per annum equal to (a) 
Term SOFR for such Interest Period, plus (b) the Term SOFR Adjustment; provided that if Adjusted 
Term SOFR as so determined would be less than the Floor, such rate shall be deemed to be equal to the 
Floor.
“Administrative Agent” shall have the meaning assigned to such term in the introduction hereto.
“Administrative Borrower” shall have the meaning assigned to such term in Section 7.28.
“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the 
Administrative Agent.
“Advance Payment Contract” means (a) any production payment (whether volumetric or dollar 
denominated) granted or sold by any Credit Party payable from a specified share of proceeds received 
from production from specified Oil and Gas Properties, together with all undertakings and obligations in 
connection therewith, or (b) any contract whereby any Credit Party receives or becomes entitled to 
receive (either directly or indirectly) any payment (an “Advance Payment”) as consideration for (i) 
Hydrocarbons produced or to be produced from Oil and Gas Properties owned by any Credit Party in 
advance of the delivery of such Hydrocarbons (and regardless of whether such Hydrocarbons are actually 
produced or actual delivery is required) to or for the account of the Purchaser thereof or (ii) a right or 
option to receive such Hydrocarbons (or a cash payment in lieu of such Hydrocarbons); provided that 
inclusion of customary and standard “take or pay” provisions in any gas sales or purchase contract or any 
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other similar contract shall not, in and of itself, cause such gas sales or purchase contract to constitute an 
Advance Payment Contract for the purposes of this definition.
“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial 
Institution.
“Affected Loans” has the meaning assigned to such term in Section 5.06.
“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly 
through one or more intermediaries, Controls or is Controlled by or is under common Control with the 
Person specified.
“Agents” means, collectively, the Administrative Agent and any syndication agent and any 
documentation agent appointed hereunder from time to time; and “Agent” means any of them 
individually, as the context requires.
“Aggregate Maximum Credit Amounts” at any time shall equal the sum of the Maximum Credit 
Amounts, as the same may be reduced or terminated pursuant to Section 2.06. The Aggregate Maximum 
Credit Amounts of the Lenders on the Effective Date is One Hundred Million and No/100ths Dollars 
($100,000,000.00), subject to the applicable terms, conditions and limitations set forth in this Agreement.
“Agreement” means this Credit Agreement, as the same may from time to time be amended, 
restated, amended and restated, supplemented and/or otherwise modified from time to time.
“Alternate Base Rate” means, for any day, a variable rate per annum equal to the greatest of (a) 
the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus ½ of 
1% and (c) Adjusted Term SOFR for a one-month Interest Period in effect on such day (or if such day is 
not a Business Day, the immediately preceding Business Day) plus 1.00%. Any change in the Alternate 
Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or Adjusted Term SOFR, 
as applicable, shall be effective from and including the effective date of such change in the Prime Rate, 
the Federal Funds Effective Rate or Adjusted Term SOFR, respectively. For the avoidance of doubt, if the 
Alternate Base Rate as determined pursuant to the foregoing would be less than one percent (1.00%), such 
rate shall be deemed to be one percent (1.00%).
“AML Laws” means all laws, rules and regulations of any jurisdiction applicable to any Lender, 
the Borrower or any Guarantor from time to time concerning or relating to anti-money laundering.
“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to 
the Borrower or any of its Affiliates from time to time concerning or relating to bribery or corruption, 
including the FCPA.
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"Applicable Margin" means, for any day, with respect to any Loans or Letters of Credit, the rate 
per annum set forth at the appropriate intersection in the pricing grid shown below based on the 
Borrowing Base Utilization Percentage as in effect from time to time:
Borrowing 
Base 
Utilization 
Percentage
APPLICABLE 
MARGIN
APPLICABLE 
MARGIN
Commitment 
Fee Rate
Letter of 
Credit Fee
Pricing 
Level
Adjusted Term 
SOFR Plus
Alternate Base 
Rate Plus
One/I
Greater than 
or equal to 
80%
4.00%
3.00%
0.500%
4.00%
Two/ 
II
Greater than 
or equal to 
60% but 
less
than 80%
3.75%
2.75%
0.500%
3.75%
Three/ 
III
Greater than 
or equal to 
40% but 
less
than 60%
3.50%
2.50%
0.375%
3.50%
Four/IV
Greater than 
or equal to 
20% but 
less
than 40%
3.25%
2.25%
0.375%
3.25%
Five/V
Less than 
20%
3.00%
2.00%
0.375%
3.00%
Notwithstanding the foregoing, from the Effective Date and for so long thereafter as the Borrowing Base 
is equal to or less than Ten Million and No/100ths Dollars ($10,000,000.00), Pricing Level Five/V shall 
apply with respect to all Loans, Commitment Fees, and Letter of Credit Fees. As used herein, the term 
“Pricing Level” means, as applicable, each of those four certain rows as set forth within the above pricing 
grid, labeled in the first column thereof as either One/I, Two/II, Three/III, Four/IV, or Five/V, 
respectively.
Each change in the Applicable Margin (whether respecting the Adjusted Term SOFR or the Alternate 
Base Rate, as applicable) or in the Commitment Fee Rate or Letter of Credit fee, as applicable, shall apply 
during the period commencing on the effective date of such change and ending on the date immediately 
preceding the effective date of the next such change; provided, however, that if at any time the Borrower 
fails to deliver a Reserve Report pursuant to Section 8.12, then until such time as the Borrower delivers 
such Reserve Report, the “Applicable Margin” (or the Commitment Fee Rate or Letter of Credit fee, as 
applicable) means the applicable rate per annum as set forth on the above pricing grid with respect to such 
Loan or Letter of Credit, as applicable, when the Borrowing Base Utilization Percentage is at its highest 
level. Each change in the Applicable Margin (whether respecting the Adjusted Term SOFR or the 
Alternate Base Rate, as applicable) or in the Commitment Fee Rate or Letter of Credit fee, as applicable, 
resulting from a change in the Borrowing Base Utilization Percentage shall take effect on the day such 
change in the Borrowing Base Utilization Percentage occurs.
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“Applicable Percentage” means, with respect to any Lender, the percentage of the Aggregate 
Maximum Credit Amounts represented by such Lender’s Maximum Credit Amount as such percentage is 
set forth on Annex I, as adjusted pursuant to Section 12.04; provided that if the Commitments have 
terminated or expired, each Lender’s Applicable Percentage shall be determined based upon the 
Commitments most recently in effect.
“Approved Counterparty” means (a) any Lender Swap Counterparty, (b) Cargill, Incorporated, a 
Delaware corporation acting through its Cargill Risk Management Business Unit, Incorporated, Goldman 
Sachs Bank USA and any other Person whose long term senior unsecured debt rating is AA/Aa by S&P 
or Moody’s (or their equivalent) or higher and (c) each other counterparty approved in writing from time 
to time by the Administrative Agent in its sole and reasonable discretion; provided that each such 
Approved Counterparty as more particularly described in either preceding clause (b) or (c), as applicable, 
shall have also entered into and thereafter remains a party to a written intercreditor agreement in form and 
substance acceptable to, and for the benefit of the Administrative Agent.
“Approved Fund” means any Person (other than a natural person or any temporary investment 
vehicle or revocable trust owned and operated for the primary benefit of a natural person) that is engaged 
in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary 
course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or
(c) an entity or an Affiliate of an entity that administers or manages a Lender.
“Approved Petroleum Engineers” means (a) Ryder Scott Company, and (b) any other nationally 
recognized independent petroleum engineers reasonably acceptable to the Administrative Agent.
“Arranger” means BOKF, in its capacity as lead arranger and bookrunner hereunder.
“ASC” means the Financial Accounting Standards Board Accounting Standards Codification, as 
in effect from time to time.
“Assignment and Assumption” means an assignment and assumption entered into by a Lender 
and an assignee (with the consent of each party whose consent is required by Section 12.04(b)), and 
accepted by the Administrative Agent, substantially in the form of Exhibit G or any other form approved 
by the Administrative Agent.
“Auto-Renewal Letter of Credit” has the meaning assigned to such term in Section 2.08(c)(ii).
“Availability Period” means the period from and including the Effective Date to but excluding the 
Termination Date.
“Available Tenor” means, as of any date of determination and with respect to the then-current 
Benchmark, as applicable, (a) if such Benchmark is a term rate, any tenor for such Benchmark (or 
component thereof) that is or may be used for determining the length of an Interest Period pursuant to this 
Agreement or (b) otherwise, any payment period for interest calculated with reference to such Benchmark 
(or component thereof) that is or may be used for determining any frequency of making payments of 
interest calculated with reference to any such Benchmark, in each case, as of such date and not including, 
for the avoidance of doubt, any tenor for such Benchmark that is then-removed from (and not thereafter 
reinstated to) the definition of “Interest Period” pursuant to Section 3.03(c)(iv).
“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable 
Resolution Authority in respect of any liability of an Affected Financial Institution.
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“Bail-In Legislation” means (a) with respect to any EEA Member Country implementing Article 
55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the 
implementing law, rule, regulation or requirement for such EEA Member Country from time to time 
which is described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, 
Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, 
regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, 
investment firms or other financial institutions or their affiliates (other than through liquidation, 
administration or other insolvency proceedings).
“Bank Products” means any of the following bank services: (a) commercial credit cards, (b) 
credit card processing services, (c) stored value cards, (d) debit cards (e) treasury management services 
(including, but not limited to, controlled disbursement, automated clearinghouse transactions, return 
items, overdrafts and interstate depository network services); and (f) any other demand deposit or 
operating account relationships or other cash management services, including pursuant to any agreement 
in respect of any of the foregoing.
“Bank Products Provider” means any Lender or Affiliate of a Lender that provides Bank Products 
to a Credit Party in its capacity as a provider of such Bank Products; provided, that any such Person that 
ceases to be a Lender or an Affiliate of a Lender shall not be a Bank Products Provider with respect to any 
Bank Products that it thereafter provides while it is not a Lender or an Affiliate of a Lender.
“Bankruptcy Code” means Title 11 of the United States Code 11 U.S.C. §§101-1532, as now and 
hereafter in effect, as amended, or any successor statute.
“Bankruptcy Event” means, with respect to any Person, such Person becomes the subject of a 
voluntary or involuntary bankruptcy or insolvency proceeding, any other proceeding under any other 
Debtor Relief Law, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the 
benefit of creditors or similar Person charged with the reorganization or liquidation of its business 
appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in 
furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or 
appointment or has had any order for relief in such proceeding entered in respect thereof; provided that a 
Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any 
ownership interest, in such Person by a Governmental Authority or instrumentality thereof, unless such 
ownership interest results in or provides such Person with immunity from the jurisdiction of courts within 
the United States or from the enforcement of judgments or writs of attachment on its assets or permits 
such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or 
disaffirm any contracts or agreements made by such Person.
“Benchmark” means, initially, the Term SOFR Reference Rate; provided that if a Benchmark 
Transition Event has occurred with respect to the Term SOFR Reference Rate or the then-current 
Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such 
Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 3.03(c)(i).
“Benchmark Replacement” means, with respect to any Benchmark Transition Event, the sum of:
(a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower 
giving due consideration to (i) any selection or recommendation of a replacement rate or the mechanism 
for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing 
market convention for determining a benchmark rate as a replacement to the then-current Benchmark for 
Dollar- denominated syndicated credit facilities and (b) the related Benchmark Replacement Adjustment; 
provided that, if the Benchmark Replacement as so determined would be less than the Floor, such 
Benchmark Replacement will be deemed to be the Floor.
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“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-
current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for 
calculating or determining such spread adjustment, (which may be a positive or negative value or zero) 
that has been selected by the Administrative Agent and the Borrower giving due consideration to (a) any 
selection or recommendation of a spread adjustment, or method for calculating or determining such 
spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark 
Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market 
convention for determining a spread adjustment, or method for calculating or determining such spread 
adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark 
Replacement for Dollar-denominated syndicated credit facilities.
“Benchmark Replacement Date” means the earliest to occur of the following events with respect 
to the then-current Benchmark:
(a) 
in the case of clause (a) or (b) of the definition of “Benchmark Transition Event”, 
the later of (i) the date of the public statement or publication of information referenced therein and (ii) the 
date on which the administrator of such Benchmark (or the published component used in the calculation 
thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such 
component thereof); or
(b) 
in the case of clause (c) of the definition of “Benchmark Transition Event”, the 
first date on which such Benchmark (or the published component used in the calculation thereof) has been 
determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such 
component thereof) to be no longer representative; provided, that such non-representativeness will be 
determined by reference to the most recent statement or publication referenced in such clause (c) and even 
if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such 
date.
For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred 
in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event 
or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the 
published component used in the calculation thereof).
“Benchmark Transition Event” means the occurrence of one or more of the following events with 
respect to the then-current Benchmark:
(a) 
a public statement or publication of information by or on behalf of the 
administrator of such Benchmark (or the published component used in the calculation thereof) 
announcing that such administrator has ceased or will cease to provide all Available Tenors of such 
Benchmark (or such component thereof), permanently or indefinitely; provided that, at the time of such 
statement or publication, there is no successor administrator that will continue to provide any Available 
Tenor of such Benchmark (or such component thereof);
(b) 
a public statement or publication of information by the regulatory supervisor for 
the administrator of such Benchmark (or the published component used in the calculation thereof), the 
Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction 
over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction 
over the administrator for such Benchmark (or such component) or a court or an entity with similar 
insolvency or resolution authority over the administrator for such Benchmark (or such component), which 
states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all 
Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided
that, at the time of such statement or publication, there is no successor administrator that will continue to 
provide any Available Tenor of such Benchmark (or such component thereof); or
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(c) 
a public statement or publication of information by or on behalf of the 
administrator of such Benchmark (or the published component used in the calculation thereof) or the 
regulatory supervisor for the administrator of such Benchmark (or such component thereof) announcing 
that all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified 
future date will not be, representative or in compliance with or aligned with the International Organization 
of Securities Commissions (IOSCO) Principles for Financial Benchmarks.
For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred 
with respect to any Benchmark if a public statement or publication of information set forth above has 
occurred with respect to each then-current Available Tenor of such Benchmark (or the published 
component used in the calculation thereof).
“Benchmark Transition Start Date” means, in the case of a Benchmark Transition Event, the 
earlier of (a) the applicable Benchmark Replacement Date and (b) if such Benchmark Transition Event is 
a public statement or publication of information of a prospective event, the 90th day prior to the expected 
date of such event as of such public statement or publication of information (or if the expected date of 
such prospective event is fewer than 90 days after such statement or publication, the date of such 
statement or publication).
“Benchmark Unavailability Period” means, the period (if any) (a) beginning at the time that a 
Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the 
then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with 
Section 3.03(c)(i) and (b) ending at the time that a Benchmark Replacement has replaced the then-current 
Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 
3.03(c)(i).
“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under 
the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that 
term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial 
ownership of all securities that such “person” has the right to acquire by conversion or exercise of other 
securities, whether such right is currently exercisable or is exercisable only after the passage of time.
“Beneficial Ownership Certification” means a certification regarding beneficial ownership or 
control as required by the Beneficial Ownership Regulation in form and substance reasonably acceptable 
to the Administrative Agent.
“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.
“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in Section 3(3) of 
ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code to which 
Section 4975 of the Code applies, and (c) any Person whose assets include (for purposes of ERISA 
Section 3(42), or otherwise for purposes of the Plan Asset Regulations or otherwise for purposes of Title I 
of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.
“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and 
interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.
“Board” means the Board of Governors of the Federal Reserve System of the United States of 
America or any successor Governmental Authority.
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“BOKF” means BOKF, NA dba Bank of Oklahoma, in its individual capacity.
“Borrower” shall have the meaning ascribed to such term in the introductory paragraph hereto, 
jointly and severally.
“Borrowing” means Loans of the same Type, made, converted or continued on the same date and, 
in the case of Term Benchmark Loans, as to which a single Interest Period is in effect.
“Borrowing Base” means at any time an amount equal to the amount determined in accordance 
with Section 2.07, as the same may be adjusted from time to time, including, without limitation, pursuant 
to Section 2.07(e) or Section 8.13(c) or as otherwise determined or adjusted pursuant to this Agreement.
“Borrowing Base Deficiency” occurs if at any time the total Revolving Credit Exposure exceeds 
the Borrowing Base then in effect. The amount of the Borrowing Base Deficiency is the amount by which 
the total Revolving Credit Exposure exceeds the Borrowing Base then in effect.
“Borrowing Base Properties” means the Proved Oil and Gas Properties of the Credit Parties 
evaluated in the most recently delivered Reserve Report hereunder for the purpose of determining the 
Borrowing Base then in effect.
“Borrowing Base Utilization Percentage” means, as of any day, the fraction expressed as a 
percentage, the numerator of which is the sum of the Revolving Credit Exposure of the Lenders on such 
day, and the denominator of which is the Borrowing Base in effect on such day.
“Borrowing Request” means a request by the Borrower for a Borrowing in accordance with 
Section 2.03, which shall be substantially in the form of Exhibit B or any other form approved by the 
Administrative Agent.
“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial 
banks in Tulsa, Oklahoma are authorized or required by law to remain closed.
“Capital Leases” means, in respect of any Person, all leases which shall have been, or should 
have been, in accordance with GAAP (subject to Section 1.05), recorded as capital leases on the balance 
sheet of the Person liable (whether contingent or otherwise) for the payment of rent thereunder.
“Cash Equivalents” means:
(a) 
direct obligations of the United States or any agency thereof, or obligations 
guaranteed by the United States or any agency thereof, in each case maturing within one year from the date 
of acquisition thereof.
(b) 
commercial paper maturing within one year from the date of acquisition thereof 
rated in the highest grade by S&P or Moody’s.
(c) 
demand deposits, and time deposits maturing within one year from the date of 
creation thereof, with or issued by any Lender or any office located in the United States of any other bank 
or trust company which is organized under the laws of the United States or any state thereof, has capital, 
surplus and undivided profits aggregating at least $100,000,000 (as of the date of such bank or trust 
company’s most recent financial reports) and has a short term deposit rating of at least A2 or P2, as such 
rating is set forth from time to time, by S&P or Moody’s, respectively.
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(d) 
deposits in money market funds at least 95% of whose assets are cash and 
Investments described in the preceding clauses (a), (b) and (c) or otherwise complying with Rule 2a-7 of 
the SEC.
“Casualty Event” means any loss, casualty or other insured damage to, or any nationalization, 
taking under power of eminent domain or by condemnation or similar proceeding of, any Property of the 
Borrower or any of its Subsidiaries.
“CERCLA” has the meaning set forth in the definition of “Environmental Laws”.
“Change in Control” means, and shall be deemed to have occurred if, (a) any Person or two or 
more Persons acting as a group (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934), 
in each case, other than the Permitted Holders, shall have acquired beneficial ownership (within the 
meaning of Rule 13d-3 of the SEC under the Securities Exchange Act of 1934) of 50% or more of the 
outstanding shares of voting stock of the Company; (b) individuals who, as of the date hereof, constitute 
the Board of Directors of the Company (the “Incumbent Board”) cease for any reason to constitute at least 
a majority of the Board of Directors of the Company; provided, however, that any individual becoming a 
director of the Company subsequent to the date hereof whose election, approval, or nomination for 
election by the Company’s shareholders, was nominated, appointed, or approved by a vote of at least a 
majority of the directors then comprising the Incumbent Board, shall be considered as though such 
individual were a member of the Incumbent Board; or (c) less than 100% (on a fully diluted basis) of the 
Equity Interests of any Borrower (other than the Company) are owned directly or indirectly by the 
Company, and/or any such Equity Interests fail to remain owned by the Company free and clear of all 
Liens or other encumbrances (other than Liens securing the payment of any Indebtedness), except as 
otherwise permitted by Section 9.12.
“Change in Law” means (a) the adoption or implementation of any law, rule, regulation or treaty 
after the Effective Date, (b) any change in any law, rule, regulation or treaty or in the administration, 
interpretation, implementation or application thereof by any Governmental Authority after the Effective 
Date or (c) compliance by any Lender or the Issuing Bank (or, for purposes of Section 5.01(b), by any 
lending office of such Lender or by such Lender’s or the Issuing Bank’s holding company, if any) with 
any request, guideline or directive (whether or not having the force of law) of any Governmental 
Authority made or issued after the Effective Date; provided that, notwithstanding anything herein to the 
contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, 
guidelines or directives thereunder or issued in connection therewith or in the implementation thereof and 
(y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the 
Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or 
foreign regulatory authorities, in each case, pursuant to Basel III, shall, in each case, be deemed to be a 
“Change in Law,” regardless of the date enacted, adopted, issued or implemented.
“Code” means the Internal Revenue Code of 1986, as amended from time to time, and any 
successor
statute.
“Collateral” means all Property now owned or hereafter acquired which is subject to a Lien 
created or purported to be created under one or more Security Instruments.
“Collateral Coverage Minimum” shall mean Mortgages constituting Acceptable Security Interests 
encumbering at least eighty percent (80%) of the Mortgaged Present Value of the Proved Reserves of the 
Credit Parties.
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“Commitment” means, with respect to each Lender, the commitment of such Lender to make 
Loans and to acquire participations in Letters of Credit hereunder, expressed as an amount representing 
the maximum possible aggregate amount of such Lender’s Revolving Credit Exposure hereunder, as such 
commitment may be (a) modified from time to time pursuant to Section 2.06 and/or Section 2.07, as 
applicable, and (b) modified from time to time pursuant to assignments by or to such Lender pursuant to 
Section 12.04(b). The amount representing each Lender’s Commitment shall at any time be the lesser of 
(i) such Lender’s Maximum Credit Amount, and (ii) such Lender’s Applicable Percentage of the then 
effective Borrowing Base.
“Commitment Fee Rate” for any day, has the per annum rate and meaning ascribed thereto within 
the definition of Applicable Margin.
“Commodity Account” has the meaning set forth in Article 9 of the UCC.
“Commodity Contract” has the meaning set forth in Article 9 of the UCC.
“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as 
amended from time to time, and any successor statute, and any regulations promulgated thereunder.
“Conforming Changes” means, with respect to either the use or administration of Term SOFR or 
the use, administration, adoption or implementation of any Benchmark Replacement, any technical, 
administrative or operational changes (including changes to the definition of “Alternate Base Rate,” the 
definition of “Business Day,” the definition of “U.S. Government Securities Business Day”, the definition 
of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest 
period”), timing and frequency of determining rates and making payments of interest, timing of 
borrowing requests or prepayment, conversion or continuation notices, the applicability and length of 
lookback periods, the applicability of Section 5.02 and other technical, administrative or operational 
matters) that the Administrative Agent, in consultation with the Borrower, determines in its sole but 
reasonable discretion may be appropriate to reflect the adoption and implementation of any such rate or to 
permit the use and administration thereof by the Administrative Agent in a manner substantially 
consistent with market practice (or, if the Administrative Agent determines in its sole but reasonable 
discretion that adoption of any portion of such market practice is not administratively feasible or if the 
Administrative Agent determines its sole but reasonable discretion that no market practice for the 
administration of any such rate exists, in such other manner of administration as the Administrative 
Agent, in consultation with the Borrower, determines is reasonably necessary in connection with the 
administration of this Agreement and the other Loan Documents all in a manner generally consistent with 
such changes made by the Administrative Agent for similarly situated borrowers under other credit 
facilities made by the Administrative Agent on or about such time).
“Consolidated EBITDAX” means with respect to the Borrower and its Consolidated Subsidiaries, 
for any period, (a) the sum of Consolidated Net Income for such period, plus the following expenses or 
charges, without duplication, to the extent deducted in calculating such Consolidated Net Income in such 
period: (i) interest expense, (ii) income and franchise taxes, (iii) depreciation, (iv) depletion, (v) 
amortization, (vi) exploration expenses, including plugging and abandonment expenses, (vii) the actual 
transaction costs, expenses, fees and charges incurred with respect to any Material Acquisition in an 
aggregate amount with respect to this clause (vii) not to exceed $5,000,000 in any fiscal year, (viii) losses 
from Dispositions of Properties (other than Hydrocarbons produced in the ordinary course of business) 
and (ix) all other noncash charges, minus (b) all gains from Dispositions of Properties (other than 
Hydrocarbons produced in the ordinary course of business) and all noncash income added to Consolidated 
Net Income in such period. For the purposes of calculating Consolidated EBITDAX for any Rolling 
Period for any determination of the financial ratio contained in Section 9.01(a), if at any time during such 
period the Borrower or any Consolidated Subsidiary shall have made any Material Disposition or Material 
Acquisition, Consolidated Net Income and Consolidated EBITDAX for such period shall be calculated 
after giving pro forma effect thereto as if such Material Disposition or Material Acquisition had occurred 
on the first day of such period; provided that the calculations of such pro forma adjustments are made by 
the Borrower in its good faith determination and acceptable to the Administrative Agent in its reasonable 
discretion.
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“Consolidated Net Funded Debt” means, on any date, the applicable sum of: (A) the principal 
amount of all Debt of the Borrower and its Consolidated Subsidiaries on a consolidated basis described in 
clauses (a), (b), (d), (e) and (j) of the definition of “Debt” (other than Debt with respect to Letters of 
Credit to the extent such Letters of Credit have not been drawn); minus (B) the amount of Borrower’s 
unrestricted cash and Cash Equivalents at such time, in an aggregate amount at any time while this 
Agreement remains in effect not to exceed the Threshold Amount.
“Consolidated Net Income” means with respect to the Borrower and its Consolidated 
Subsidiaries, for any period, the aggregate of the net income (or loss) of the Borrower and its 
Consolidated Subsidiaries after allowances for Taxes for such period determined on a consolidated basis 
in accordance with GAAP; provided that there shall be excluded from such net income (to the extent 
otherwise included therein) the following: (a) the net income of any Person in which the Borrower or any 
Consolidated Subsidiary has an interest (which interest does not cause the net income of such other 
Person to be consolidated with the net income of the Borrower and the Consolidated Subsidiaries in 
accordance with GAAP), except to the extent of the amount of dividends or distributions actually paid in 
cash during such period by such other Person to the Borrower or to a Consolidated Subsidiary, as the case 
may be; (b) the net income (but not loss) during such period of any Consolidated Subsidiary to the extent 
that the declaration or payment of dividends or similar distributions or transfers or loans by that 
Consolidated Subsidiary is not at the time permitted by operation of the terms of its charter or any 
agreement, instrument or Governmental Requirement applicable to such Consolidated Subsidiary or is 
otherwise restricted or prohibited, in each case determined in accordance with GAAP; (c) the net income 
(or deficit) of any Person accrued prior to the date it becomes a Consolidated Subsidiary or is merged into 
or consolidated with the Borrower or any of its Consolidated Subsidiaries, (d) any extraordinary gains or 
losses during such period; (e) any gains or losses attributable to writeups or writedowns of assets, 
including ceiling test and other impairment writedowns; and (f) any non-cash gains or losses or positive 
or negative adjustments under FASB ASC 815 as a result of changes in the fair market value of 
derivatives.
“Consolidated Net Leverage Ratio” means as of the last day of any Rolling Period, the ratio of (i) 
Consolidated Net Funded Debt as of such date to (ii) Consolidated EBITDAX for the Rolling Period 
ending on such date.
“Consolidated Subsidiaries” means each Subsidiary of any Borrower, if any, (whether now 
existing or hereafter created or acquired) the Financial Statements of which shall be (or should have been) 
consolidated with the Financial Statements of the Borrower in accordance with GAAP.
“Contractual Obligation” means, with respect to any Person, any term, condition or provision of 
any security issued by such Person or of any agreement, instrument or other undertaking to which such 
Person is a party or by which it or any of its Property is bound.
“Control” means the possession, directly or indirectly, of the power to direct or cause the 
direction of the management or policies of a Person, whether through the ability to exercise voting power, 
by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.
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“Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and 
interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and 
interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and 
interpreted in accordance with, 12 C.F.R. § 382.2(b).
“Covered Party” has the meaning assigned to such term in Section 12.19.
“Credit Parties” means, collectively, the Borrower and each Guarantor, and “Credit Party” means 
any one of the foregoing.
“Dated Assets” shall have the meaning assigned to such term in Section 7.29.
“Dated Liabilities” shall have the meaning assigned to such term in Section 7.29.
“Debt” means, for any Person, the sum of the following (without duplication):
(a) 
all obligations of such Person for borrowed money or evidenced by bankers’ 
acceptances, debentures, notes, bonds or other similar instruments and any past due amounts owed under 
Swap Agreements;
(b) 
all obligations of such Person (whether contingent or otherwise) in respect of 
letters of credit, surety or other bonds and similar instruments;
(c) 
obligations of such Person with respect to Disqualified Capital Stock;
(d) 
obligations of such Person under Capital Leases or Synthetic Leases;
(e) 
all accounts payable from time to time incurred in the ordinary course of business 
which are greater than one hundred twenty (120) days past the date of invoice or delinquent, unless such 
accounts payable are being contested in good faith by appropriate action and for which adequate reserves 
have been maintained in accordance with GAAP, and all accrued expenses, liabilities or other obligations 
of such Person to pay the deferred purchase price of Property or services;
(f) 
Debt (as defined in the other clauses of this definition) of others secured by (or for 
which the holder of such Debt has an existing right, contingent or otherwise, to be secured by) a Lien on 
any Property of such Person, whether or not such Debt is assumed by such Person;
(g) 
the undischarged balance of (whether expressly stated or indirectly calculated 
through a termination payment or liquidated damages) any production payment created by such Person or 
for the creation of which such Person directly or indirectly received payment;
(h) 
all obligations or undertakings of such Person to maintain or cause to be 
maintained the financial position or covenants of others or to purchase the Debt or Property of others;
(i) 
obligations to deliver commodities, goods or services, including without limitation 
Hydrocarbons, in consideration of one or more advance payments, other than gas balancing arrangements 
in the ordinary course of business;
(j) 
Debt (as defined in the other clauses of this definition) of others guaranteed by 
such Person or in respect of which such Person otherwise assures a creditor against loss of the Debt 
(howsoever such assurance shall be made (including by means of obligations to pay for goods or services
even if such goods or services are not actually taken, received or utilized by such Person)) to the extent of 
the lesser of the amount of such Debt and the maximum stated amount of such guarantee or assurance 
against loss; and
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(k) 
Debt (as defined in the other clauses of this definition) of a partnership for which 
such Person is liable either by agreement, by operation of law or by a Governmental Requirement, but 
only to the extent of such liability;
provided, however, that “Debt” does not include (i) obligations with respect to surety or performance 
bonds and similar instruments entered into in the ordinary course of business in connection with the 
operation of Oil and Gas Properties or with respect to appeal bonds or (ii) endorsements of negotiable 
instruments for deposit or collection. The Debt of any Person shall include all obligations of such Person 
of the character described above to the extent such Person remains legally liable in respect thereof 
notwithstanding that any such obligation is not included as a liability of such Person under GAAP.
“Debtor Relief Laws” means the Bankruptcy Code of the United States of America, and all other 
liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, 
rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States 
or other applicable jurisdictions from time to time in effect.
“Default” means any event or condition which constitutes an Event of Default or which upon 
notice, lapse of time or both would, unless cured or waived, become an Event of Default.
“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance 
with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.
“Defaulting Lender” means any Lender that (a) has failed, within two (2) Business Days of the 
date required to be funded or paid, to (i) fund any portion of its Loans, (ii) fund any portion of its 
participations in Letters of Credit or (iii) pay over to any Credit Party any other amount required to be 
paid by it hereunder;
(b) has notified Administrative Agent, any Lender, the Borrower or any other Credit Party in writing, or 
has made a public statement, to the effect that it does not intend or expect to comply with any of its 
funding obligations under this Agreement or generally under other agreements in which it commits to 
extend credit;
(c) has failed, within three (3) Business Days after request by the Administrative Agent, the Issuing Bank 
or any Lender, acting in good faith, to provide a certification in writing from an authorized officer of such 
Lender that it will comply with its obligations (and is financially able to meet such obligations as of the 
date of certification) to fund prospective Loans and participations in then outstanding Letters of Credit 
under this Agreement; provided that such Lender shall cease to be a Defaulting Lender pursuant to this 
clause (c) upon the Administrative Agent, the Issuing Bank or such Lender’s (as applicable) receipt of 
such certification in form and substance satisfactory to it and the Administrative Agent; or (d) has, or 
whose Lender Parent has, become the subject of a Bankruptcy Event or a Bail-In Action; provided that a 
Lender shall not become a Defaulting Lender solely as a result of the acquisition or maintenance of an 
ownership interest in such Lender or Person controlling such Lender or the exercise of control over a 
Lender or Person controlling such Lender by a Governmental Authority or an instrumentality thereof, so 
long as, in any such case, such actions or facts do not result in or provide such Lender or Person 
controlling such Lender (including any Governmental Authority) with immunity from the jurisdiction of 
courts within the United States of America or from the enforcement of judgments or writs of attachment 
on its assets or permit such Lender to reject, repudiate, disavow or disaffirm any contracts or agreements 
made with such Lender.
“Deficiency Notification Date” has the meaning set forth in Section 3.04(c)(ii).
“Deposit Account” has the meaning set forth in Article 9 of the UCC.
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“Disposition” means any conveyance, sale, lease, sale and leaseback, assignment, farm-out, 
transfer or other disposition of any Property, and includes, for the avoidance of doubt, any Casualty 
Event. “Dispose” has a correlative meaning thereto.
“Disqualified Capital Stock” means any Equity Interest that, by its terms (or by the terms of any 
security into which it is convertible or for which it is exchangeable) or upon the happening of any event, 
matures or is mandatorily redeemable for any consideration other than other Equity Interests (which 
would not constitute Disqualified Capital Stock), pursuant to a sinking fund obligation or otherwise, or is 
convertible or exchangeable for Debt of the type described in clause (a) of the definition thereof or 
redeemable for any consideration other than other Equity Interests (which would not constitute 
Disqualified Capital Stock) at the option of the holder thereof, in whole or in part (but if in part only with 
respect to such amount that meets the criteria set forth in this definition), on or prior to the date that is 
ninety-one days after the earlier of (a) the Maturity Date and (b) Payment in Full.
“Dollars” or “$” refers to lawful money of the United States of America.
“Domestic Subsidiary” means any Subsidiary that is organized under the laws of the United 
States of America or any state thereof or the District of Columbia, provided that a Subsidiary of a Foreign 
Subsidiary is not a Domestic Subsidiary.
“EEA Financial Institution” means (a) any credit institution or investment firm established in any 
EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity 
established in an EEA Member Country which is a parent of an institution described in clause (a) of this 
definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of 
an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision 
with its parent.
“EEA Member Country” means any of the member states of the European Union, Iceland, 
Liechtenstein, and Norway.
“EEA Resolution Authority” means any public administrative authority or any Person entrusted 
with public administrative authority of any EEA Member Country (including any delegee) having 
responsibility for the resolution of any EEA Financial Institution.
“Effective Date” means the date on which the conditions specified in Section 6.01 are satisfied 
(or waived in accordance with Section 12.02).
“Electronic Signature” means an electronic sound, symbol, or process attached to, or associated 
with, a contract or other record and adopted by a person with the intent to sign, authenticate or accept 
such contract or record.
“Engineering Reports” has the meaning assigned to such term in Section 2.07(c)(i).
“Environmental Laws” means any and all Governmental Requirements pertaining in any way to 
health, safety, the environment, the preservation or reclamation of natural resources, or the management, 
Release or threatened Release of any Hazardous Materials, in effect in any and all jurisdictions in which 
the Borrower or any Subsidiary is conducting, or at any time has conducted, business, or where any 
Property of the Borrower or any Subsidiary is located, including, the Oil Pollution Act of 1990, as 
amended, the Clean Air Act, as amended, the Comprehensive Environmental, Response, Compensation, 
and Liability Act of 1980 (“CERCLA”), as amended, the Federal Water Pollution Control Act, as 
amended, the Occupational Safety and Health Act of 1970, as amended, the Resource Conservation and 
Recovery Act of 1976 (“RCRA”), as amended, the Safe Drinking Water Act, as amended, the Toxic 
Substances Control Act, as amended, the Superfund Amendments and Reauthorization Act of 1986, as 
amended, the Hazardous Materials Transportation Act, as amended, and other environmental conservation 
or protection Governmental Requirements.
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“Environmental Permit” means any permit, registration, license, notice, approval, consent, 
exemption, variance, or other authorization required under or issued pursuant to applicable Environmental 
Laws.
“Equity Interests” means shares of capital stock, partnership interests, membership interests in a 
limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, 
and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such 
Equity Interest.
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time 
to time, and the rules and regulations promulgated thereunder, and any successor statute.
“ERISA Affiliate” means each trade or business (whether or not incorporated) which together 
with the Borrower or a Subsidiary would be deemed to be a “single employer” within the meaning of 
Section 4001(b)(1) of ERISA or subsections (b), (c), (m) or (o) of Section 414 of the Code.
“ERISA Event” means (a) a “Reportable Event” described in Section 4043 of ERISA, other than 
a Reportable Event as to which the provisions of thirty (30) days’ notice to the PBGC is expressly waived 
under applicable regulations, (b) the withdrawal of the Borrower, a Subsidiary or any ERISA Affiliate 
from a Plan during a plan year in which it was a “substantial employer” as defined in Section 4001(a)(2) 
of ERISA, (c) the filing of a notice of intent to terminate a Plan or the treatment of a Plan amendment as a 
termination under Section 4041 of ERISA, (d) the institution of proceedings to terminate a Plan by the 
PBGC, (e) receipt of a notice of withdrawal liability pursuant to Section 4202 of ERISA or (f) any other 
event or condition which may constitute grounds under Section 4042 of ERISA for the termination of, or 
the appointment of a trustee to administer, any Plan.
“Erroneous Payment” has the meaning set forth in Section 2.10(c)(i).
“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the 
Loan Market Association (or any successor Person), as in effect from time to time.
“Event of Default” has the meaning assigned to such term in Section 10.01.
“Excepted Liens” means:
(a) 
Liens for Taxes, assessments or other governmental charges or levies which are 
not delinquent or which are being contested in good faith by appropriate action and for which adequate 
reserves have been maintained in accordance with GAAP;
(b) 
Liens in connection with workers’ compensation, unemployment insurance or 
other social security, old age pension or public liability obligations which are not delinquent or which are 
being contested in good faith by appropriate action and for which adequate reserves have been maintained 
in accordance with GAAP;
(c) 
landlords’, 
operators’, 
vendors’, 
carriers’, 
warehousemen’s, 
repairmen’s, 
mechanics’, suppliers’, workers’, materialmen’s, construction or other like Liens, in each case, arising in 
the ordinary course of Borrower’s business or incident to the exploration, development, operation and 
maintenance of Oil and Gas Properties, each of which is in respect of obligations that are not delinquent or 
which are being contested in good faith by appropriate action and for which adequate reserves have been 
maintained in accordance with GAAP; provided that any such Lien referred to in this clause (c) does not 
materially impair the use of the Property covered by such Lien for the purposes for which such Property is 
held by any Credit Party or materially impair the value of the Property subject thereto;
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(d) 
contractual Liens which arise in the ordinary course of business under operating 
agreements, joint venture agreements, oil and gas partnership agreements, oil and gas leases, farm-in 
agreements, farm-out agreements, participation agreements, exploration agreements, division orders, 
contracts for the sale, transportation or exchange of oil and natural gas, unitization and pooling 
declarations and agreements, area of mutual interest agreements, overriding royalty agreements, 
marketing agreements, processing agreements, net profits agreements, development agreements, gas 
balancing or deferred production agreements, injection, repressuring and recycling agreements, salt water 
or other disposal agreements, seismic or other geophysical permits or agreements, and other agreements 
which are usual and customary in the oil and gas business and are for claims which are not delinquent or 
which are being contested in good faith by appropriate action and for which adequate reserves have been 
maintained in accordance with GAAP, provided that any such Lien referred to in this clause (d) does not 
materially impair the use of the Property covered by such Lien for the purposes for which such Property is 
held by the Borrower or any Subsidiary or materially impair the value of the Property subject thereto or 
reduce the net revenue interest of any Oil and Gas Property or increase the working interest in any Oil and 
Gas Property without a corresponding increase in net revenue interest and the obligations secured by such 
Liens do not, or should not, appear as liabilities on the balance sheet under GAAP;
(e) 
Liens arising solely by virtue of any statutory or common law provision related to 
banker’s liens, rights of set-off or similar rights and remedies arising in the ordinary course of business 
and burdening only Deposit Accounts or other funds maintained with a creditor depository institution; 
provided that no such Deposit Account is a dedicated cash collateral account or is subject to restrictions 
against access by the depositor in excess of those set forth by regulations promulgated by the Board and 
no such Deposit Account is intended by any Credit Party to provide collateral to the depository 
institution;
(f) 
(i) easements, rights of way, restrictions, servitudes, licenses, surface leases, 
permits, conditions, covenants, exceptions, reservations, restrictions, zoning and land use requirements in 
any Property of any Credit Party for the purpose of roads, railways, pipelines, transmission lines, 
transportation lines, utility lines, distribution lines for the removal of gas, oil, coal or other minerals or 
timber, and other like purposes, or for the joint or common use of real estate, rights of way, facilities and 
equipment, that do not secure any Debt and which in the aggregate do not materially impair the use of 
such Property for the purposes of which such Property is held by any Credit Party or materially impair the 
value of such Property subject thereto, and (ii) Immaterial Title Deficiencies;
(g) 
Liens on cash or securities pledged to secure (either directly or indirectly by 
securing letters of credit that in turn secure) performance of tenders, surety and appeal bonds, government 
contracts, performance and return of money bonds, bids, trade contracts, leases, statutory obligations, 
regulatory obligations, obligations in respect of workers’ compensation, unemployment insurance or other 
forms of governmental benefits or insurance and other obligations of a like nature incurred in the ordinary 
course of business;
(h) 
judgment and attachment Liens not giving rise to an Event of Default under 
Section 10.01(l); provided that any appropriate legal proceedings which may have been duly initiated for 
the review of such judgment shall not have been finally terminated or the period within which such 
proceeding may be initiated shall not have expired and no action to enforce such Lien has been 
commenced;
(i) 
Liens in favor of depository banks arising under documentation governing 
Deposit Accounts which Liens secure the payment of returned items, settlement item amounts, customary 
bank fees for maintaining Deposit Accounts and other related services, and similar items and fees; and
(j) 
Liens of licensors of software and other intangible Property licensed by such 
licensors to the Borrower and/or to any Subsidiary, including restrictions and prohibitions on 
encumbrances and transferability with respect to such Property and the Borrower’s and/or such 
Subsidiary’s interests therein imposed by such licenses, and Liens encumbering such licensors’ titles and 
interests in such Property and to which the Borrower’s or such Subsidiary’s license interests may be 
subject or subordinate, in each case, whether or not evidenced by Uniform Commercial Code financing 
statement filings or other documents of record, provided that such Liens do not encumber Property of the 
Borrower or of any Subsidiary other than the software and other intangible Property that is the subject of 
such licenses;
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(k) 
Liens existing as of the date hereof that secure Debt permitted by Section 9.02;
(l) 
Liens existing on the assets of any Person that becomes a Subsidiary, or existing 
on any assets acquired pursuant to an acquisition permitted under this Agreement to the extent the Liens on 
such assets secure only indebtedness permitted by Section 9.02; provided that such Liens attach at all times 
only to the same assets that such Liens (other than proceeds and products thereof) attached to, and secure 
only the same indebtedness (or any refinancing thereof);
provided, that (i) Liens described in clauses (a) through (e) shall remain “Excepted Liens” only 
for so long as no action to enforce such Lien has been commenced (and not stayed), (ii) no intention to 
subordinate the first priority Lien granted in favor of the Administrative Agent and the Lenders is to be 
hereby implied or expressed by the permitted existence of such Excepted Liens and (iii) the term 
“Excepted Liens” shall not include any Lien securing Debt for borrowed money other than the 
Indebtedness.
“Exchange Act” means the Securities Exchange Act of 1934.
“Excluded Account” means any: (a) De Minimis Account (as defined within the Security 
Agreement); (b) Deposit Accounts and Securities Accounts that are used exclusively for payroll, payroll 
taxes and other employee wage and benefit payments to or for the benefit of any Debtor’s employees, or 
exclusively to fund tax obligations of any Debtor; and (c) “zero balance” accounts.
“Excluded Claims” has the meaning assigned to such term in Section 12.03(b).
“Excluded Collateral” has the meaning assigned to such term in the Security Agreement.
“Excluded Swap Obligations” means, with respect to any Credit Party individually determined on 
a Credit Party by Credit Party basis, any Indebtedness in respect of any Swap Agreement or any other 
“swap”, as defined in Section 1(a)(47) of the Commodity Exchange Act if, and solely to the extent that, 
all or a portion of the guarantee by such Credit Party of, or the grant by such Credit Party of a security 
interest to secure, such Indebtedness (or any guarantee thereof) is or becomes illegal under the 
Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading 
Commission (or the application or official interpretation of any thereof) by virtue of such Credit Party’s 
failure for any reason to constitute an “eligible contract participant” as defined in the Commodity 
Exchange Act at the time such guarantee or grant of a security interest becomes effective with respect to 
such Indebtedness. If any Indebtedness in respect of any Swap Agreement arises under a master 
agreement governing more than one swap, such exclusion shall apply only to the portion of such 
Indebtedness in respect of any Swap Agreement that is attributable to swaps for which such guarantee or 
security interest is or becomes illegal.
“Excluded Taxes” means, with respect to the Administrative Agent, any Lender (including, for 
purposes of this definition, the Issuing Bank) or any other recipient of any payment to be made by or on 
account of any obligation of the Borrower or any Guarantor hereunder or under any other Loan 
Document, (a) any Taxes imposed on or measured by net income (however denominated), any franchise 
Taxes, and any branch profits Taxes, in each case, (i) imposed as a result of such recipient being 
organized under the laws of, or having its principal office or, in the case of any Lender, its applicable 
lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) 
that are Other Connection Taxes; (b) in the case of a Lender, any U.S. federal withholding Taxes imposed 
on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan, 
Letter of Credit or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires 
such interest in the Loan, Letter of Credit or Commitment (other than pursuant to an assignment request 
by the Borrower under Section 5.05) or (ii) such Lender changes its lending office, except in each case to 
the extent that, pursuant to Section 5.03, amounts with respect to such Taxes were payable either to such 
Lender’s assignor immediately before such Lender acquired the applicable interest in a Loan, Letter of 
Credit or Commitment or to such Lender immediately before it changed its lending office; (c) Taxes 
attributable to the failure of the Administrative Agent or any Lender to comply with Section 5.03(f) or 
Section 5.03(g); and (d) any withholding Taxes imposed by FATCA.
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“Existing Agent” shall have the meaning assigned to such term in the recitals hereto.
“Existing Credit Agreement” shall have the meaning assigned to such term in the recitals hereto.
“Existing Credit Documents” has the meaning assigned to such term in Section 12.20; as the same 
may be further amended, amended and restated, modified and/or otherwise supplemented from time to 
time.
“Existing Lenders” shall have the meaning assigned to such term in the recitals hereto.
“Existing Letters of Credit” means the letters of credit issued or deemed issued under the Existing 
Credit Agreement, including those listed on Exhibit E.
“Existing Mortgages” shall mean those certain Existing Security Documents constituting 
mortgages, deeds of trust, security agreements, fixture filings, and/or financing statements encumbering, 
without limitation, the Original Mortgaged Properties; as the same may be further amended, amended and 
restated, modified and/or otherwise supplemented from time to time.
“Existing Security Documents” shall have the meaning assigned to such term in the recitals 
hereto; as the same may be further amended, amended and restated, modified and/or otherwise 
supplemented from time to time.
“FATCA” means Sections 1471 through 1474 of the Code, as of the Effective Date (or any 
amended or successor version that is substantively comparable and not materially more onerous to 
comply with), any current or future regulations or official interpretations thereof and any agreements 
entered into pursuant to Section 1471(b)(1) of the Code, any intergovernmental agreement entered into in 
connection with the implementation of the foregoing and any fiscal or regulatory legislation, rules or 
practices adopted pursuant to any intergovernmental agreement, treaty or convention among 
Governmental Authorities entered into in connection with the implementation of the foregoing.
“FCPA” means the Foreign Corrupt Practices Act of 1977, as amended.
“Federal Funds Effective Rate” means, for any day, the greater of (a) zero percent (0.00%) and 
(b) the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on 
overnight Federal funds transactions with members of the Federal Reserve System, as published on the 
next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so 
published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 
1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent 
from three Federal funds brokers of recognized standing selected by it.
“Fee Letter” means, collectively, any (a) agency fee letter agreement, by and among BOKF and 
the Borrower (if any), and (b) any other fee letter agreement (if any) among BOKF and the Borrower 
executed in furtherance of the matters set forth herein.
“Financial Officer” means, for any Person, the chief financial officer, principal accounting 
officer, treasurer, or controller of such Person. Unless otherwise specified, all references herein to a 
Financial Officer means a Financial Officer of the Borrower.
“Financial Performance Covenants” means the covenants of the Borrower set forth in Section 9.01.
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“Financial Statements” means, for any Person, a balance sheet and statements of operations, 
retained earnings, members’ equity and cash flows (with all consolidated Financial Statements prepared 
in accordance with GAAP, subject, where appropriate, to normal year-end adjustments and the absence of 
footnotes).
“Flood Insurance Regulations” means (a) the National Flood Insurance Act of 1968 as now or 
hereafter in effect or any successor statute thereto, (b) the Flood Disaster Protection Act of 1973 as now 
or hereafter in effect or any successor statute thereto, (c) the National Flood Insurance Reform Act of 
1994 (amending 42 USC § 4001, et seq.), as the same may be amended or recodified from time to time, 
(d) the Flood Insurance Reform Act of 2004 and (e) any regulations promulgated under any of the 
foregoing.
“Floor” means a rate of interest equal to 0.00%.
“Foreign Lender” means any Lender that is not a U.S. Person.
“Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.
“Fronting Exposure” means, at any time there is a Defaulting Lender, with respect to the Issuing 
Bank, such Defaulting Lender’s LC Exposure other than LC Exposure as to which such Defaulting 
Lender’s participation obligation has been reallocated to other Lenders or cash collateralized in 
accordance with the terms hereof.
“GAAP” means generally accepted accounting principles in the United States of America as in 
effect from time to time, subject to the terms and conditions set forth in Section 1.05.
“Governmental Authority” means the government of the United States of America, any other 
nation or any political subdivision thereof, whether state or local, and any agency, authority, 
instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, 
judicial, taxing, regulatory or administrative powers or functions of or pertaining to government, 
including any supra- national bodies (such as the European Union).
“Governmental Requirement” means any law, statute, code, ordinance, order, determination, rule, 
regulation, judgment, decree, injunction, franchise, permit, certificate, license, rules of common law, 
authorization or other directive or requirement, whether now or hereinafter in effect, of any Governmental 
Authority.
“Guaranteed Obligations” has the meaning ascribed to such term in Article XIII hereof.
“Guarantor” means each Borrower and each other Person (if any) that guarantees the 
Indebtedness as of the Effective Date or thereafter, and its successors and assigns, jointly and severally.
“Guaranty” or “Guaranty Agreement” means: (i) the terms set forth in Article XIII; and/or (ii) 
any agreement executed by one or more of the applicable Guarantors, in form and substance satisfactory 
to the Administrative Agent; in any such event, unconditionally guarantying on a joint and several basis, 
payment of the Indebtedness, as the same may be amended, modified, supplemented or restated from time 
to time.
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“Hazardous Material” means any substance regulated or as to which liability might arise under 
any applicable Environmental Law, including: (a) any chemical, compound, material, product, byproduct, 
substance or waste defined as or included in the definition or meaning of “hazardous substance,” 
“hazardous material,” “hazardous waste,” “solid waste,” “toxic waste,” “extremely hazardous substance,” 
“toxic substance,” “contaminant,” “pollutant,” or words of similar meaning or import found in any 
applicable Environmental Law; (b) Hydrocarbons, petroleum products, petroleum substances, natural gas, 
oil, oil and gas waste, crude oil, and any components, fractions, or derivatives thereof; (c) radioactive 
materials, explosives, asbestos or asbestos containing materials, polychlorinated biphenyls, radon, 
infectious or medical wastes; and (d) that group of chemicals commonly known or referred to as per- or 
polyfluoroalkylated substances.
“Highest Lawful Rate” means, with respect to each Lender, the maximum nonusurious interest 
rate, if any, that at any time or from time to time may be contracted for, taken, reserved, charged or 
received on the Loans or on other Indebtedness owing to such Lender under laws applicable to such 
Lender which are presently in effect or, to the extent allowed by law, under such applicable laws which 
may hereafter be in effect and which allow a higher maximum nonusurious interest rate than applicable 
laws allow as of the date hereof.
“Hydrocarbon Interests” means all rights, titles, interests and estates now or hereafter acquired in 
and to oil and gas leases, oil, gas and mineral leases, or other liquid or gaseous hydrocarbon leases, 
mineral fee interests, overriding royalty and royalty interests, net profit interests and production payment 
interests, including any reserved or residual interests of whatever nature. Unless otherwise expressly 
provided herein, all references in this Agreement to “Hydrocarbon Interests” refer to Hydrocarbon 
Interests owned at the time in question by the Credit Parties.
“Hydrocarbons” means oil, gas, casinghead gas, drip gasoline, natural gasoline, condensate, 
distillate, liquid hydrocarbons, gaseous hydrocarbons and all products refined or separated therefrom.
“Immaterial Title Deficiencies” means, with respect to specified Oil and Gas Properties, defects 
or clouds on title, discrepancies in reported net revenue and working interest ownership percentages, 
inaccuracies of representations and warranties that are qualified by reference to this definition, and other 
Liens, defects, discrepancies and similar matters that do not, in the aggregate, reduce the PV-9 Value of 
all Proved Oil and Gas Properties of the Borrower and the other Credit Parties by more than 5% of PV-9 
Value of all such Proved Oil and Gas Properties.
“Indebtedness” means any and all amounts owing or to be owing by any Credit Party (whether 
direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, 
now existing or hereafter arising): (a) to any Agent, the Issuing Bank or any Lender under any Loan 
Document, including all interest on any of the Loans (including any interest that accrues after the 
commencement of any case, proceeding or other action relating to the bankruptcy, insolvency or 
reorganization of any Credit Party (or could accrue but for the operation of applicable Debtor Relief 
Laws), whether or not such interest is allowed or allowable as a claim in any such case, proceeding or 
other action); (b) to any Secured Swap Provider under any Swap Agreement including those in existence 
on, before or after the date hereof and including all charges, fees, expenses, indemnities and termination 
payments arising under such Swap Agreement, and including all amounts owing to such Secured Swap 
Provider pursuant to any guarantee by any Credit Party of the obligations of any Credit Party under such 
Swap Agreement, but excluding any Swap Agreement (or any additional transactions or confirmations or 
modifications of any transactions or confirmations, each under a then-existing Swap Agreement) entered 
into (A) after such Secured Swap Provider which (i) was a Lender Swap Counterparty, ceases to be a 
Lender or (ii) which was never a Lender Swap Counterparty at any time fails to otherwise continue 
satisfying the requirements herein to constitute itself as another Approved Counterparty hereunder, or (B) 
after assignment of such transactions or confirmations by a Secured Swap Provider to another Person that 
is not either a Lender Swap Counterparty or any other Approved Counterparty hereunder; (c) to any Bank 
Products Provider in respect of Bank Products; and (d) all renewals, extensions and/or rearrangements of 
any of the above; provided that solely with respect to any Credit Party that is not an “eligible contract 
participant” under the Commodity Exchange Act, Excluded Swap Obligations of such Credit Party shall 
in any event be excluded from “Indebtedness” owing by such Credit Party.
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“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to 
any payment made by or on account of any obligation of the Borrower or any Guarantor under any Loan 
Document and (b) to the extent not otherwise described in clause (a) hereof, Other Taxes.
“Indemnitee” has the meaning assigned such term in Section 12.03(b).
“Ineligible Institution” means (a) a natural person, (b) a Defaulting Lender or its Lender Parent or
(c) the Borrower or any of its Affiliates.
“Information” has the meaning assigned to such term in Section 12.11.
“Initial Funding” means the funding of the initial Loans or issuance of the initial Letters of Credit 
occurring on or after the Effective Date and upon satisfaction of the conditions set forth in Sections 6.01 
and 6.02.
“Initial Reserve Report” means, collectively, the reserve reports and other reserve engineering 
information provided by the Borrower to the Administrative Agent and the Lenders prior to the Effective 
Date and utilized by the Administrative Agent and the Lenders in determining the initial Borrowing Base 
hereunder.
“Interest Election Request” means a request by the Borrower to convert or continue a Borrowing 
in accordance with Section 2.04.
“Interest Payment Date” means (a) with respect to any ABR Loan, the last Business Day of each 
calendar quarter and the Termination Date, and (b) with respect to any Term Benchmark Loan, the last 
day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a 
Term Benchmark Borrowing with an Interest Period of more than three months’ duration, each day prior 
to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day 
of such Interest Period, and the Termination Date.
“Interest Period” means with respect to any Term Benchmark Borrowing, the period commencing 
on the date of such Borrowing and ending on the numerically corresponding day in the calendar month 
that is one, three or six months thereafter, in each case subject to the availability thereof and as the 
Borrower may elect in the applicable Borrowing Request; provided, that (a) if any Interest Period would 
end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding 
Business Day unless such next succeeding Business Day would fall in the next calendar month, in which 
case such Interest Period shall end on the next preceding Business Day, (b) any Interest Period pertaining 
to a Term Benchmark Borrowing that commences on the last Business Day of a calendar month (or on a 
day for which there is no numerically corresponding day in the last calendar month of such Interest 
Period) shall end on the last Business Day of the last calendar month of such Interest Period, (c) no 
Interest Period shall extend beyond the Maturity Date and (d) no tenor that has been removed from (and 
not thereafter reinstated to) this definition pursuant to Section 3.03(c)(iv) shall be available for 
specification in such Borrowing Request. For purposes hereof, the date of a Borrowing initially shall be 
the date on which such Borrowing is made and thereafter shall be the effective date of the most recent 
conversion or continuation of such Borrowing.
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“Interim Redetermination” has the meaning assigned to such term in Section 2.07(b).
“Interim Redetermination Date” means the date on which a Borrowing Base that has been 
redetermined pursuant to an Interim Redetermination becomes effective as provided in Section 2.07(d).
“Investment” means, for any Person: (a) the acquisition (whether for cash, Property, services or 
securities or otherwise) of Equity Interests of any other Person or any agreement to make any such 
acquisition (including any “short sale” or any sale of any securities at a time when such securities are not 
owned by the Person entering into such short sale) or any contribution of capital to such Person; (b) the 
making of any deposit with, or advance or loan to, assumption of Debt of, purchase or other acquisition of 
any other Debt of, or other extension of credit to, any other Person (including any such transaction in the 
form of the purchase of Property from another Person subject to an understanding or agreement, 
contingent or otherwise, to resell such Property to such Person, but excluding any such advance, loan or 
extension of credit having a term not exceeding ninety (90) days representing the purchase price of 
inventory or supplies sold by such Person in the ordinary course of business); (c) the purchase or 
acquisition (in one or a series of transactions) of Property (other than Equity Interests) of another Person 
that constitutes a business unit; or (d) the entering into of any guarantee of, or other surety obligation with 
respect to, any Debt of any other Person; provided, in each case that accounts receivable and extensions 
of credit (including extensions of credit to joint working interest owners) arising in the ordinary course of 
business, which if overdue, such Person is using commercially reasonable efforts to collect, do not 
constitute Investments.
“IRS” means the United States Internal Revenue Service.
“Issuing Bank” means BOKF, in its capacity as the issuer of Letters of Credit hereunder, and its 
successors in such capacity as provided in Section 2.08(i). The Issuing Bank may, in its discretion, 
arrange for one or more Letters of Credit to be issued by Affiliates of the Issuing Bank, in which case the 
term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such 
Affiliate.
“LC Commitment” means Ten Million and NO/100THS Dollars ($10,000,000).
“LC Disbursement” means a payment made by the Issuing Bank pursuant to a Letter of Credit.
“LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all 
outstanding Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements that 
have not yet been reimbursed by or on behalf of the Borrower at such time. The LC Exposure of any 
Lender at any time shall be its Applicable Percentage of the total LC Exposure at such time.
“Lease Operating Statement” means a statement, in form and substance reasonably satisfactory to 
the Administrative Agent, prepared by the Company with respect to the Oil and Gas Properties owned by
any Credit Party or any Subsidiary (or to be acquired by any Credit Party or any Subsidiary, as 
applicable), which statement shall contain production, revenue, and expense data for the time period 
covered by such statement.
“Lender Parent” means, with respect to any Lender, any Person as to which such Lender is, 
directly or indirectly, a subsidiary.
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“Lenders” means the Persons listed on Annex I and any Person that shall have become a party 
hereto pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party 
hereto pursuant to an Assignment and Assumption.
“Lender Swap Agreement” means any Swap Agreement between or among any Credit Party and 
any Lender Swap Counterparty.
“Lender Swap Counterparty” means any counterparty to any Swap Agreement with any Credit 
Party that (a) is a Lender or Affiliate of a Lender, (b) was a Lender or an Affiliate of a Lender on the date 
that the Swap Agreement or related trade or confirmation thereunder was entered into, or (c) was a Lender 
or an Affiliate of a Lender (in each case as defined in the Existing Credit Agreement) on the date that the 
Swap Agreement or related trade or confirmation thereunder was entered into.
“Letter of Credit” means any letter of credit issued pursuant to this Agreement, including the 
Existing Letters of Credit deemed issued under this Agreement pursuant to Section 2.08(a).
“Letter of Credit Agreements” means all letter of credit applications and other agreements 
(including any amendments, modifications or supplements thereto) submitted by a Credit Party, or 
entered into by a Credit Party, with the Issuing Bank relating to any Letter of Credit.
“Lien” means any interest in Property securing an obligation owed to, or a claim by, a Person 
other than the owner of the Property, whether such interest is based on the common law, statute or 
contract, and whether such obligation or claim is fixed or contingent, and including but not limited to (a) 
the lien or security interest arising from a deed of trust, mortgage, encumbrance, pledge, security 
agreement, conditional sale or trust receipt or a lease, consignment or bailment for security purposes, (b) 
production payments and the like payable out of Oil and Gas Properties and (c) to the extent securing 
such an obligation or claim, any interest in Property in the form of an easement, restriction, servitude, 
permit, condition, covenant, exception or reservation. For the purposes of this Agreement, the Credit 
Parties shall be deemed to be the owner of any Property which it has acquired or holds subject to a 
conditional sale agreement, or leases under a financing lease or other arrangement pursuant to which title 
to the Property has been retained by or vested in some other Person in a transaction intended to create a 
financing.
“Liquidate” means, with respect to any Swap Agreement in respect of commodities, the sale, 
assignment, novation, unwind, monetization or early termination of all or any part of such Swap 
Agreement or the creation of an offsetting position against all or any part of such Swap Agreement, or the 
amendment that reduces the notional amount or otherwise changes the economics of any such Swap 
Agreement in a way that decreases the price protection for the Borrower’s and other Credit Parties’ Oil 
and Gas Properties, including any sale, assignment, or other transfer of Equity Interests in any Subsidiary 
that is a party to any Swap Agreement to a party that is not a Credit Party; provided that none of the 
following shall constitute a Liquidation: (a) any transfer (by novation or otherwise) of a Swap Agreement 
from a Credit Party to another Credit Party, (b) any assignment or novation of a Swap Agreement from 
the existing Approved Counterparty to another Approved Counterparty, with the Borrower or any 
Subsidiary being the “remaining party” for purposes of such assignment or novation, (c) the termination 
of a Swap Agreement at the end of its original stated term, and (d) any replacement, in a substantially 
contemporaneous transaction, of one or more Swap Agreements of the any Credit Party with one or more 
Swap Agreements with any Credit Party covering Hydrocarbons of the type that were hedged pursuant to 
such replaced Swap Agreement(s) and with notional volumes, prices and tenors not less favorable to the 
applicable Credit Party as those set forth in such replaced Swap Agreement(s) and without cash payments 
(other than transaction expenses) to the Borrower or any Subsidiary in connection therewith. The terms 
“Liquidating”, “Liquidated” and “Liquidation” have a correlative meaning thereto.
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“Loan Documents” means (a) this Agreement, (including, without limitation, the Guaranty of 
each Borrower and each other Guarantor, if any), each Note, each Letter of Credit Agreement, each Letter 
of Credit, each Fee Letter, and each of the Security Instruments, in each case, as the same may be 
amended, amended and restated, modified, and/or otherwise supplemented from time to time, (b) any 
certificate or other document required to be delivered under this Agreement by or on behalf of the 
Borrower or any Subsidiary and (c) any other certificate or document that the Borrower and the 
Administrative Agent from time to time designate in writing as a “Loan Document”.
“Loan Limit” means, at any time, the least of (a) the Aggregate Maximum Credit Amounts and 
(b) the then effective Borrowing Base.
“Loans” means the loans made by the Lenders to the Borrower pursuant to this Agreement.
“Majority Lenders” means (a) if there are fewer than three Lenders at such time, all Non-
Defaulting Lenders, and (b) if there are three or more Lenders at such time, (i) at any time while no Loans 
or LC Exposure is outstanding, Non-Defaulting Lenders having more than fifty percent (50%) of the 
Aggregate Maximum Credit Amounts of all Non-Defaulting Lenders; and (ii) at any time while any 
Loans or LC Exposure is outstanding, Non-Defaulting Lenders holding more than fifty percent (50%) of 
the outstanding aggregate principal amount of the Loans and participation interests in Letters of Credit of 
all Non- Defaulting Lenders (without regard to any sale by a Non-Defaulting Lender of a participation in 
any Loan under Section 12.04(c)).
“Material Acquisition” means any Acquisition of Property or series of related Acquisitions of 
Property (including by way of merger or consolidation) that involves the payment of consideration by the 
Credit Parties in excess of $25,000,000.
“Material Adverse Effect” means a material adverse change in, or material adverse effect on (a) 
the business, operations, Property or condition (financial or otherwise) of the Credit Parties taken as a 
whole, (b) the ability of the Borrower or any Guarantor to perform any of its obligations under any Loan 
Document, (c) the legality, validity or enforceability of any Loan Document, or the perfection or priority 
of the Liens granted in any of the Collateral pursuant to the Security Instruments, or (d) the rights and 
remedies of the Administrative Agent, the Issuing Bank or any Lender or other Secured Party under any 
Loan Document.
“Material Debt” means Debt (other than the Loans and Letters of Credit), or obligations in respect 
of one or more Swap Agreements, of any one or more of the Borrower and its Subsidiaries in an 
aggregate principal amount exceeding $15,000,000. For purposes of determining Material Debt, the 
“principal amount” of the obligations of the Borrower and any Subsidiary in respect of any Swap 
Agreement at any time shall be the Swap Termination Value of such Swap Agreement.
“Material Disposition” means any Disposition of Property or series of related Dispositions of 
Property that yields gross proceeds to any Credit Party (valued at the initial principal amount thereof in 
the case of non-cash proceeds consisting of notes or other debt securities and valued at fair market value 
in the case of other non-cash proceeds) in excess of $25,000,000.
“Maturity Date” means March 8, 2027.
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“Maximum Credit Amount” means, as to each Lender, the amount set forth opposite such 
Lender’s name on Annex I under the caption “Maximum Credit Amounts”, as the same may be (a) 
reduced or terminated from time to time in connection with a reduction or termination of the Aggregate 
Maximum Credit Amounts pursuant to Section 2.06(b) or (b) modified from time to time pursuant to any 
assignment permitted by Section 12.04(b).
“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto that is a nationally 
recognized rating agency.
“Mortgaged Present Value” shall mean, as of any date of determination, the PV-9 attributable to 
Mortgaged Properties.
“Mortgaged Property” means any Property owned by any Borrower or any Guarantor that is 
subject to the Liens existing and to exist under the terms of any Mortgage (including, without limitation, 
all Original Mortgaged Properties, collectively, the “Mortgaged Properties”).
“Mortgages” means each of the mortgages, deeds of trust, security agreements and/or fixture 
filings described or referred to in Exhibit E, (including, without limitation, each of those Existing 
Mortgages as listed in the schedule of filings attached thereto), and any other mortgages, deeds of trust 
and security agreements and/or fixture filings burdening any Mortgaged Property, including, without 
limitation, any real or immovable Property and/or any Oil and Gas Properties (including, without 
limitation, any Original Mortgaged Properties) that have heretofore been, or are now or hereafter, 
executed and delivered by a Borrower or any Subsidiary as security for the payment or performance of 
the Indebtedness, as such Security Instruments may be amended, restated, amended and restated, 
modified and/or supplemented from time to time.
“Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.
“New Borrowing Base Notice” has the meaning assigned to such term in Section 2.07(d).
“Non-Consenting Lender” means any Lender that does not approve (a) any amendment, waiver or 
consent of or under any Loan Document that requires the approval of all Lenders or all affected Lenders 
in accordance with Section 12.02 (other than any Proposed Borrowing Base that would increase the then- 
current Borrowing Base) and has been approved by the Required Lenders or (b) any Proposed Borrowing 
Base that would increase the then-current Borrowing Base that has been approved by (i) if there are less 
than three Lenders at such time, all Non-Defaulting Lenders, and (ii) if there are three or more Lenders at 
such time (A) at any time while no Loans or LC Exposure is outstanding, Non-Defaulting Lenders having 
at least sixty-six and two-thirds percent (66.67%) of the Aggregate Maximum Credit Amounts and (B) at 
any time while any Loans or LC Exposure is outstanding, Non-Defaulting Lenders holding at sixty-six 
and two-thirds percent (66.67%) of the outstanding aggregate principal amount of the Loans and 
participation interests in Letters of Credit (without regard to any sale by a Lender of a participation in any 
Loan under Section 12.04(c)).
“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such
time.
“Non-Renewal Notice Date” has the meaning assigned to such term in Section 2.08(c)(ii).
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“Note” means, individually and collectively, each of the promissory notes of the Borrower 
described in Section 2.02(d) and being substantially in the form of Exhibit A, together with all 
amendments, restatements, amendments and restatements, modifications, replacements, extensions and 
rearrangements thereof.
“OFAC” means the Office of Foreign Asset Control of the Department of the Treasury of the 
United States of America, and any successor thereto.
“Oil and Gas Properties” means: (a) Hydrocarbon Interests; (b) any Properties now or hereafter 
pooled or unitized with Hydrocarbon Interests; (c) all presently existing or future unitization agreements, 
pooling agreements and declarations of pooled units and the units created thereby (including all units 
created under orders, regulations and rules of any Governmental Authority) which may affect all or any 
portion of the Hydrocarbon Interests; (d) all operating agreements, contracts and other agreements, 
including production farmout agreements, farm-in agreements, area of mutual interest agreements, 
equipment leases and other sharing contracts and agreements, which relate to any of the Hydrocarbon 
Interests or contracts, the production, sale, purchase, exchange or processing, handling, storage, 
transporting or marketing of Hydrocarbons from or attributable to such Hydrocarbon Interests; (e) all 
Hydrocarbons in and under and which may be produced and saved or attributable to the Hydrocarbon 
Interests, including all oil in tanks, and all rents, issues, profits, proceeds, products, revenues and other 
incomes from or attributable to the Hydrocarbon Interests; (f) all Accounts (as defined in the UCC) 
related to the sale of Hydrocarbons and (g) all Property, real or personal, now owned or hereinafter 
acquired, that is affixed to, situated upon, used, held for use or useful in connection with the operating, 
working or development of any of such Hydrocarbon Interests or Properties (excluding drilling rigs, 
automotive equipment, rental equipment or other personal Property which may be on such premises for 
the purpose of drilling a well or for other similar temporary uses) and including any and all oil wells, gas 
wells, injection wells or other wells, buildings, structures, fuel separators, liquid extraction plants, plant 
compressors, pumps, pumping units, field gathering systems, tanks and tank batteries, fixtures, valves, 
fittings, machinery and parts, engines, boilers, meters, apparatus, equipment, appliances, tools, 
implements, cables, wires, towers, casing, tubing and rods, pipelines, processing plants, surface leases, 
rights-of-way, easements and servitudes together with all additions, substitutions, replacements, 
accessions and attachments to any and all of the foregoing. Unless otherwise expressly provided herein, 
all references in this Agreement to “Oil and Gas Properties” refer to Oil and Gas Properties owned at the 
time in question by the Borrower and its Subsidiaries, as the context requires.
“Operator Lien Subordination Agreement” means a lien subordination agreement in form and 
substance satisfactory to Administrative Agent entered into between Administrative Agent, an Affiliate of 
a Credit Party and that serves as operator with respect to properties of a Credit Party, and any other 
applicable party.
“Organizational Documents” means (a) with respect to any corporation, its certificate or articles 
of incorporation or organization, as amended, and its bylaws, as amended, (b) with respect to any limited 
partnership, its certificate of limited partnership, as amended, and its partnership agreement, as amended,
(c) with respect to any general partnership, its partnership agreement, as amended, (d) with respect to any 
limited liability company, its certificate of formation or articles of organization, as amended, and its 
limited liability company agreement or operating agreement, as amended, and (e) with respect to any 
other type of Person, any certificate, document or agreement comparable to any of the foregoing.
“Original Mortgaged Properties” means the Oil and Gas Properties of any Credit Party that were 
subject to an Existing Mortgage in favor of the Existing Agent in connection with the Existing Credit 
Agreement; as any of same may be amended, amended and restated, modified and/or otherwise 
supplemented from time to time.
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“Other Connection Taxes” means, with respect to the recipient, Taxes imposed as a result of a 
present or former connection between such recipient and the jurisdiction imposing such Tax (other than 
connections arising solely from such recipient having executed, delivered, become a party to, performed 
its obligations under, received payments under, received or perfected a security interest under, engaged in 
any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any 
Loan, Letter of Credit or Loan Document).
“Other Taxes” means any and all present or future stamp, court or documentary, intangible, 
recording, filing or similar Taxes arising from any payment made hereunder or from the execution, 
delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest 
under, or otherwise with respect to, this Agreement and any other Loan Document, except any such Taxes 
that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made 
pursuant to Section 5.05).
“Participant” has the meaning set forth in Section 12.04(c)(i).
“Participant Register” has the meaning set forth in Section 12.04(c)(i).
“Payment in Full” means the occurrence of (a) the termination or expiration of the Commitments,
(b) the termination of all Swap Agreements with all Secured Swap Providers (other than Swap 
Agreements for which arrangements satisfactory to the Administrative Agent and the applicable Secured 
Swap Provider have been made) and payment of all Indebtedness with respect thereto, (c) indefeasible 
payment in full of all of the Indebtedness (other than contingent indemnification obligations and other 
contingent obligations not then due and payable) under the Loan Documents, (d) the expiration or 
termination of all of the Letters of Credit (other than Letters of Credit as to which other arrangements 
satisfactory to such Issuing Bank have been made), and (e) the termination of all Bank Products with all 
Bank Products Providers (other than Bank Products for which arrangements satisfactory to the 
Administrative Agent and the applicable Bank Products Providers have been made) and payment of all 
Indebtedness with respect thereto.
“Payment Notice” has the meaning set forth in Section 2.10(c)(ii).
“PBGC” means the Pension Benefit Guaranty Corporation and any Person succeeding to any or 
all of its functions under ERISA.
“Periodic Term SOFR Determination Day” has the meaning specified in the definition of “Term
SOFR”.
“Permitted Holders” means Prescott Group Capital Management, LLC and its Affiliates.
“Permitted Lien” means Excepted Liens and any other Liens permitted under Section 9.03.
“Permitted Tax Distributions” means, with respect to any taxable period during which a Borrower 
is a pass-through entity for U.S. federal income tax purposes, cash distributions to the holders of its 
Equity Interests, on or prior to each estimated tax payment date as well as each other applicable due date, 
in an amount not to exceed the amount necessary to enable such holder to pay its U.S. federal, state and/or 
local income taxes (as applicable) attributable to its direct or indirect ownership of such Borrower and any 
of its Subsidiaries that are pass-through entities for U.S. federal income tax purposes with respect to such 
taxable period (assuming that the items of income, gain, deduction, loss and credit in respect of the equity 
in a Borrower and its Subsidiaries are the only items entering the computation of the tax liability of such 
equity holder and that each such equity holder is subject to tax at the highest combined marginal federal, 
state, and/or local income tax rate applicable to an individual or corporation resident in Tulsa, Oklahoma 
for such taxable period and taking into account (i) the deductibility of state and local income taxes for 
U.S. federal income tax purposes (disregarding any deduction that is subject to a dollar limitation), (ii) the 
alternative minimum tax, (iii) any cumulative net taxable loss of the Borrower and its Subsidiaries for 
prior taxable periods ending after the Effective Date to the extent such loss is of a character that would 
allow such loss to be available to such equity holders to reduce such attributable taxes of such equity 
holders in the current taxable period (taking into account any limitations on the utilization of such loss by 
such equity holders to reduce such attributable taxes and assuming such loss had not already been 
utilized), (iv) any adjustments made pursuant to Section 754 of the Code and (v) the character (e.g., long-
term or short-term capital gain or ordinary or exempt) of the applicable income).
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“Person” means any natural person, corporation, limited liability company, trust, joint venture, 
association, company, partnership, Governmental Authority or other entity.
“Plan” means any employee pension benefit plan, as defined in Section 3(2) of ERISA, that is 
subject to Title IV of ERISA, Section 302 of ERISA or Section 412 and 430 of the Code (other than a 
Multiemployer Plan) and that (a) is currently or hereafter sponsored, maintained or contributed to by a 
Credit Party or an ERISA Affiliate or (b) was at any time during the six calendar years preceding the date 
hereof, sponsored, maintained or contributed to by a Credit Party or an ERISA Affiliate, to the extent that 
any such liability remains.
“Plan Asset Regulations” means the Department of Labor regulations located at 29 C.F.R. 
Section 2510.3-101, as modified by Section 3(42) of ERISA.
“Post-Default Rate” has the meaning assigned to such term in Section 3.02(c).
“Pricing Level” See Applicable Margin definition.
“Prime Rate” means the rate of interest per annum last quoted by The Wall Street Journal as the 
“Prime Rate” in the U.S. or, if The Wall Street Journal ceases to quote such rate, the highest per annum 
interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) 
(Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any 
similar rate quoted therein (as reasonably determined by the Administrative Agent, in its sole but 
reasonable discretion, in consultation with the Borrower) or any similar release by the Federal Reserve 
Board (as reasonably determined by the Administrative Agent). Any change in the Prime Rate shall take 
effect at the opening of business on the day such change is publicly announced or quoted as being 
effective.
“Property” means any interest in any kind of property or asset, whether real, personal or mixed, 
or tangible or intangible, including, without limitation, cash, securities, accounts and contract rights.
“Proposed Borrowing Base” has the meaning assigned to such term in Section 2.07(c)(i).
“Proposed Borrowing Base Notice” has the meaning assigned to such term in Section 2.07(c)(ii).
“Proved Developed Producing Reserves” means “proved developed producing oil and gas 
reserves” as such term is defined by the SPE in its standards and guidelines.
“Proved Oil and Gas Properties” means Hydrocarbon Interests to which Proved Reserves are 
attributed. References herein to the “total value” of any Proved Oil and Gas Property refer to the present 
value of the Proved Reserves that are attributed to such Oil and Gas Property in the then most recent 
Reserve Report.
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“Proved Reserves” means collectively, “proved oil and gas reserves,” “proved developed 
producing oil and gas reserves,” “proved developed non-producing oil and gas reserves” (consisting of 
proved developed shut-in oil and gas reserves and proved developed behind pipe oil and gas reserves), 
and “proved undeveloped oil and gas reserves,” as such terms are defined by the SPE in its standards and 
guidelines.
“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, 
as any such exemption may be amended from time to time.
“Purchaser” means any Person that at any time purchases the Hydrocarbons of a Credit Party 
from its Oil and Gas Properties.
“PV-9” shall mean, with respect to any Proved Reserves expected to be produced from any Oil 
and Gas Properties, the net present value, discounted at nine percent (9%) per annum, of the future net 
revenues expected to accrue to the Borrower’s and the other Credit Parties’ collective interests in such 
reserves during the remaining expected economic lives of such reserves, calculated in accordance with the 
pricing assumptions consistent with the Administrative Agent’s lending requirements at the time.
“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be 
interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).
“QFC Credit Support” has the meaning assigned to such term in Section 12.19.
“Qualified ECP Counterparty” means, in respect of any Swap Agreement, each Credit Party that
(a) has total assets exceeding $10,000,000 at the time any guarantee of obligations under such Swap 
Agreement or grant of the relevant security interest to secure such Swap Agreement becomes effective or
(b) otherwise constitutes an “eligible contract participant” under the Commodity Exchange Act and can 
cause another Person to qualify as an “eligible contract participant” at such time by entering into a 
keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
“Redemption” means with respect to any Debt, the repurchase, redemption, prepayment, 
repayment, defeasance or any other acquisition or retirement for value (or the segregation of funds with 
respect to any of the foregoing) of such Debt. “Redeem” has the correlative meaning thereto.
“Register” has the meaning assigned to such term in Section 12.04(b)(iv).
“Regulation D” means Regulation D of the Board, as the same may be amended, supplemented or 
replaced from time to time.
“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the 
respective directors, officers, employees, agents and advisors (including attorneys, accountants and 
experts) of such Person and such Person’s Affiliates.
“Release” means any depositing, spilling, leaking, pumping, pouring, placing, emitting, 
discarding, abandoning, emptying, discharging, migrating, injecting, escaping, leaching, dumping, or 
disposing.
“Relevant Governmental Body” means the Board of Governors of the Federal Reserve System or 
the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board of 
Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or any successor 
thereto.
“Remedial Work” has the meaning assigned to such term in Section 8.10(a).
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“Required Lenders” means (a) if there are fewer than three Lenders at such time, all Non-
Defaulting Lenders, and (b) if there are three or more Lenders at such time, (i) at any time while no Loans 
or LC Exposure is outstanding, Non-Defaulting Lenders having at least sixty-six and two-thirds percent 
(66.67%) of the Aggregate Maximum Credit Amounts of all Non-Defaulting Lenders; and (ii) at any time 
while any Loans or LC Exposure is outstanding, Non-Defaulting Lenders holding at least sixty-six and 
two-thirds percent (66.67%) of the outstanding aggregate principal amount of the Loans and participation 
interests in Letters of Credit of all Non-Defaulting Lenders (without regard to any sale by a Non-
Defaulting Lender of a participation in any Loan under Section 12.04(c)).
“Reserve Report” means a report, in form and substance reasonably satisfactory to the 
Administrative Agent, setting forth, as of each December 31st or June 30th (or such other date in the event 
of an Interim Redetermination), the Proved Reserves attributable to the Oil and Gas Properties of the 
Credit Parties, together with a projection of the rate of production and future net income, taxes, operating 
expenses and capital expenditures with respect thereto as of such date, based upon the pricing 
assumptions consistent with the Administrative Agent’s lending requirements at the time.
“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial 
Institution, a UK Resolution Authority.
“Responsible Officer” means, as to any Person, the Chief Executive Officer, the President, any 
Financial Officer or any Vice President of such Person or of such Person’s manager, managing member, 
general partner or such other Person having authority to bind that Person. Unless otherwise specified, all 
references to a Responsible Officer herein means a Responsible Officer of the Borrower.
“Restricted Payment” means each Permitted Tax Distribution, together with any dividend or other 
distribution (whether in cash, securities or other Property) with respect to any Equity Interest in the 
Borrower or any of its Subsidiaries, or any payment (whether in cash, securities or other Property), 
including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, 
acquisition, cancellation or termination of any Equity Interest in the Borrower or any of its Subsidiaries.
“Revolving Credit Exposure” means, with respect to any Lender at any time, the sum of the 
outstanding principal amount of such Lender’s Loans and its LC Exposure at such time.
“Rig Property” shall mean the following fourteen (14) Boss Rigs owned by Unit Drilling (and 
commonly referred to as Boss Rig #s): (i) 401, (ii) 402, (iii) 403, (iv) 404, (v) 405, (vi) 406, (vii) 407, 
(viii)
408, (ix) 409, (x) 410, (xi) 411, (xii) 412, (xiii) 413, and (xiv) 414.
“Rolling Period” means for the calendar quarter ending on March 31, 2024 and for each calendar 
quarter thereafter ending on each subsequent March 31st, June 30th, September 30th and December 31st, 
respectively, the period of four (4) consecutive calendar quarters ending on the last day of such applicable 
calendar quarter.
“S&P” means S&P Global Ratings, a division of S&P Global Inc., and any successor thereto that 
is a nationally recognized rating agency.
“Sanctioned Country” means, at any time, a country, region or territory that is itself the subject or 
target of any Sanctions (as of the date hereof, the Crimea, Donetsk and Luhansk regions of Ukraine, 
Cuba, Iran, North Korea, Venezuela and Syria).
“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of 
designated Persons maintained by OFAC, the U.S. Department of State, or by the United Nations Security 
Council, the European Union or any European Union member state or His Majesty’s Treasury of the 
United Kingdom, (b) any Person operating, organized or resident in a Sanctioned Country, (c) any Person 
owned or controlled by any such Person or Persons described in the foregoing clauses (a) or (b) or (d) any 
Person otherwise the subject of any Sanctions.
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“Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or 
enforced from time to time by (a) the U.S. government, including those administered by OFAC or the 
U.S. Department of State, or (b) the United Nations Security Council, the European Union, any European 
Union member state or His Majesty’s Treasury of the United Kingdom.
“Scheduled Redetermination” has the meaning assigned to such term in Section 2.07(b).
“Scheduled Redetermination Date” means the date on which a Borrowing Base that has been 
redetermined pursuant to a Scheduled Redetermination becomes effective as provided in Section 2.07(d).
“SEC” means the Securities and Exchange Commission or any successor Governmental Authority.
“Secured Parties” means, collectively, the Administrative Agent, the Lenders, the Issuing Bank, 
the Bank Products Providers and the Secured Swap Providers, and “Secured Party” means any of them 
individually.
“Secured Swap Provider” means any: (a) Person that is or at one time was a Lender Swap 
Counterparty that is a party to a Swap Agreement with any Credit Party and that entered into such Swap 
Agreement before or while such Person was a Lender Swap Counterparty whether or not such Person at 
any time ceases to be a Lender Swap Counterparty, as the case may be; (b) assignee of any Person 
described in clause (a) above so long as such assignee is a Lender Swap Counterparty provided, that (x) 
any such Person that ceases to be a Lender Swap Counterparty shall not be a Secured Swap Provider with 
respect to any Swap Agreement (or any trade or confirmation thereunder) that it thereafter enters into (or 
that is assigned or transferred to it) while it is not a Lender Swap Counterparty, and (y) any Person that 
assigns a Swap Agreement as contemplated in clause (b) of this definition shall cease to be a Secured 
Swap Provider with respect to such Swap Agreement to the extent of such assignment; or (c) any other 
Approved Counterparty to a Swap Agreement with any Credit Party that continues to satisfy the 
requirements of constituting an Approved Counterparty hereunder.
“Securities Account” shall have the meaning set forth in Article 8 of the UCC.
“Security Agreement” means, each individually and collectively: (i) each Existing Mortgage; (ii) 
that certain Amended and Restated Pledge and Security Agreement as more particularly described within 
item number 2 on Exhibit E hereto; and/or (iii) each other pledge agreement and/or security agreement 
among a Borrower, any other Credit Parties from time to time party thereto and the Administrative Agent, 
in form and substance satisfactory to the Administrative Agent, granting Liens and a security interest on 
each such Credit Party’s personal property constituting Collateral (as defined therein) in favor of the 
Administrative Agent for the benefit of the Secured Parties to secure the Indebtedness, as the same may 
be amended, restated, amended and restated, modified, or otherwise supplemented from time to time.
“Security Instruments” means each of the Mortgages (including the Existing Mortgage), each 
Guaranty Agreement, each Security Agreement, each Account Control Agreement, each UCC financing 
statement and other agreement, instrument or certificate described or referred to in Exhibit E (including, 
without limitation, each of the Existing Security Documents, as amended, amended and restated, modified 
and/or otherwise supplemented from time to time), and any and all other agreements, instruments, 
consents or certificates, now or hereafter executed and delivered by the Borrower, any Guarantor, or any 
other Person (other than Swap Agreements or participation or similar agreements between any Lender and 
any other lender or creditor with respect to any Indebtedness pursuant to this Agreement) in connection 
with or as security for the payment or performance of the Indebtedness, each Note, this Agreement, or 
reimbursement obligations under the Letters of Credit, in each case, as such agreements or instruments 
may be amended, amended and restated, modified, and/or otherwise supplemented or restated from time 
to time.
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“SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR 
Administrator.
“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor 
administrator of the secured overnight financing rate).
“Solvent” means, with respect to any Person on a particular date, that on such date (a) the fair 
value of the property of such Person is greater than the total amount of liabilities, including contingent 
liabilities but without duplication of any underlying liability related thereto, of such Person, (b) the 
present fair saleable value of the assets of such Person is not less than the amount that will be required to 
pay the probable liability of such Person on its debts as they become absolute and matured, (c) such 
Person is able to realize upon its assets and pay its debts and other liabilities as they mature, (d) such 
Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s 
ability to pay such debts and liabilities as they mature and (e) such Person is not engaged in a business or 
a transaction, and is not about to engage in a business or a transaction, for which such Person’s property 
would constitute an unreasonably small capital. The amount of contingent liabilities at any time shall be 
computed as the amount that, in the light of all the facts and circumstances existing at such time, 
represents the amount that can reasonably be expected to become an actual or matured liability as of that 
date.
“SPE” means the Society of Petroleum Engineers.
“Subject Borrower” shall have the meaning assigned to such term in Section 7.29.
“subsidiary” means, with respect to any Person (the “parent”) at any date, any other Person the 
accounts of which would be consolidated with those of the parent in the parent’s consolidated financial 
statements if such financial statements were prepared in accordance with GAAP as of such date, as well 
as any other Person of which Equity Interests representing more than 50% of the equity or more than 50% 
of the ordinary voting power (irrespective of whether or not at the time Equity Interests of any other class 
or classes of such Person shall have or might have voting power by reason of the happening of any 
contingency) or, in the case of a partnership, any general partnership interests, are, as of such date, 
owned, controlled or held, or that is, as of such date, otherwise Controlled, by the parent or one or more 
subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.
“Subsidiary” means any subsidiary of any Borrower.
“Supported QFC” has the meaning assigned to such term in Section 12.19.
“Swap Agreement” means any agreement with respect to any swap, forward, future or derivative 
transaction or similar agreement, whether exchange traded, “over-the-counter” or otherwise, involving, or 
settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or 
securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or 
value or any similar transaction or any combination of these transactions; provided that (a) no phantom 
stock or similar plan providing for payments only on account of services provided by current or former 
directors, officers, employees or consultants of the Credit Parties shall be a Swap Agreement, and (b) no 
transaction or agreement that is intended to be a physical sale or to be physically settled shall be a Swap 
Agreement unless it is fixed price. If multiple transactions are entered into under a master agreement, 
each such transaction that constitutes a Swap Agreement shall be a separate Swap Agreement for the 
purposes of this Agreement. Notwithstanding the foregoing, solely for purposes of Section 9.18, the term 
“Swap Agreement” shall be deemed to exclude any purchased put options or floors for Hydrocarbons that 
are not related to corresponding calls, collars or swaps and with respect to which neither the Borrower nor 
any of its Subsidiaries has any payment obligation other than premiums and charges the total amount of 
which are fixed and known at the time such transaction is entered into.
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“Swap Termination Value” means, in respect of any one or more Swap Agreements, after taking 
into account the effect of any legally enforceable netting agreement relating to such Swap Agreements, 
(a) for any date on or after the date such Swap Agreements have been closed out and termination value(s) 
determined in accordance therewith, such termination value(s) and (b) for any date prior to the date 
referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap 
Agreements, as determined by the counterparties to such Swap Agreements.
“Synthetic Leases” means, in respect of any Person, all leases which shall have been, or should 
have been, in accordance with GAAP, treated as operating leases on the Financial Statements of the 
Person liable (whether contingently or otherwise) for the payment of rent thereunder and which were 
properly treated as indebtedness for borrowed money for purposes of U.S. federal income Taxes, if the 
lessee in respect thereof is obligated to either purchase for an amount in excess of, or pay upon early 
termination an amount in excess of, 80% of the residual value of the Property subject to such operating 
lease upon expiration or early termination of such lease.
“Taxes” means any and all present or future taxes, levies, imposts, duties, deductions, charges, 
withholdings (including backup withholding), value added taxes, or any other goods and services, use or 
sales taxes, assessments, fees or other charges imposed by any Governmental Authority, including any 
interest, additions to tax or penalties applicable thereto.
“Term Benchmark”, when used in reference to any Loan or Borrowing, refers to the fact that such 
Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to 
Adjusted Term SOFR or, if applicable, a Benchmark Replacement.
“Term SOFR” means,
(a) 
for any calculation with respect to a Term Benchmark Loan, the Term SOFR 
Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the 
“Periodic Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days 
prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; 
provided, however, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR 
Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the 
Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR 
Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor 
as published by the Term SOFR Administrator on the first preceding U.S. Government Securities 
Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term 
SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not 
more than three (3) U.S. Government Securities Business Days prior to such Periodic Term SOFR 
Determination Day, and
(b) 
for any calculation with respect to an ABR Loan on any day, the Term SOFR 
Reference Rate for a tenor of one month on the day (such day, the “ABR Term SOFR Determination Day”) 
that is two (2) U.S. Government Securities Business Days prior to such day, as such rate is published by 
the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on 
anyABR Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not 
been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the 
Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for 
such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government 
Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the 
Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not 
more than three (3) U.S. Government Securities Business Days prior to such ABR Term SOFR 
Determination Day.
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“Term SOFR Adjustment” means (i) 0.10% for a one-month Interest Period, (ii) 0.15% for a 
three- month Interest Period and (iii) 0.25% for a six-month Interest Period.
“Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or 
a successor administrator of the Term SOFR Reference Rate selected by the Administrative Agent in its 
reasonable discretion).
“Term SOFR Reference Rate” means the forward-looking term rate based on SOFR.
“Termination Date” means the earlier of the Maturity Date and the date of termination of the 
Commitments.
“Threshold Amount” means Fifteen Million and No/100ths Dollars ($15,000,000.00).
“Transactions” means, (a) with respect to the Borrower, the execution, delivery and performance 
by the Borrower of this Agreement, each other Loan Document to which it is a party, the Borrowing of 
Loans and the issuance of Letters of Credit hereunder and the grant of Liens by the Borrower on the 
Collateral pursuant to the Security Instruments and (b) with respect to each Guarantor, the execution, 
delivery and performance by such Guarantor of each Loan Document to which it is a party, the 
guaranteeing of the Indebtedness under the Guaranty Agreement by such Guarantor and the grant by such 
Guarantor of Liens on the Collateral pursuant to the Security Instruments.
“Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest 
on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Alternate 
Base Rate, Adjusted Term SOFR or, if applicable, a Benchmark Replacement.
“UCC” means the Uniform Commercial Code, as in effect from time to time, of the State of 
Oklahoma or of any other state the laws of which are required as a result thereof to be applied in 
connection with the attachment, perfection or priority of, or remedies with respect to, Administrative 
Agent’s or any Secured Party’s Lien on any Collateral.
“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the 
PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential 
Regulation Authority) or any person subject to IFPRU 11.6 of the FCA Handbook (as amended from time 
to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit 
institutions and investment firms, and certain affiliates of such credit institutions or investment firms.
“UK Resolution Authority” means the Bank of England or any other public administrative 
authority having responsibility for the resolution of any UK Financial Institution.
“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding 
the related Benchmark Replacement Adjustment.
“USA Patriot Act” means the USA PATRIOT ACT (Title III of Pub. L. 107-56 (signed into law 
October 26, 2001)).
“U.S. Government Securities Business Day” means any day except for (i) a Saturday, (ii) a 
Sunday or (iii) a day on which the Securities Industry and Financial Markets Association recommends 
that the fixed income departments of its members be closed for the entire day for purposes of trading in 
United States government securities.
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“U.S. Person” shall mean any “United States person” as defined in Section 7701(a)(30) of the 
Code.
“U.S. Special Resolution Regimes” has the meaning assigned to such term in Section 12.19.
“U.S. Tax Compliance Certificate” has the meaning set forth in Section 5.03(f)(ii)(B)(3).
“Wholly-Owned Subsidiary” means any Subsidiary of which all of the outstanding Equity 
Interests (other than any directors’ qualifying shares mandated by applicable law), on a fully diluted basis, 
are owned by the Borrower or one or more of the Wholly-Owned Subsidiaries or are owned by the 
Borrower and one or more of the Wholly-Owned Subsidiaries.
“Withholding Agent” means any Credit Party or the Administrative Agent.
“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, 
the write-down and conversion powers of such EEA Resolution Authority from time to time under the 
Bail- In Legislation for the applicable EEA Member Country, which write-down and conversion powers 
are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any 
powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or 
change the form of a liability of any UK Financial Institution or any contract or instrument under which 
that liability arises, to convert all or part of that liability into shares, securities or obligations of that 
person or any other person, to provide that any such contract or instrument is to have effect as if a right 
had been exercised under it or to suspend any obligation in respect of that liability or any of the powers 
under that Bail-In Legislation that are related to or ancillary to any of those powers.
Section 1.03  Types of Loans and Borrowings. For purposes of this Agreement, Loans and 
Borrowings, respectively, may be classified and referred to by Type (e.g., a “Term Benchmark Loan” or a 
“Term Benchmark Borrowing”).
Section 1.04  Terms Generally; Rules of Construction. The definitions of terms herein shall 
apply equally to the singular and plural forms of the terms defined. Whenever the context may require, 
any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, 
“includes” and “including” as used in this Agreement shall be deemed to be followed by the phrase 
“without limitation”. The word “or” is not exclusive. The word “shall” shall be construed to have the 
same meaning and effect as the word “will”. Unless the context requires otherwise (a) any definition of or 
reference to any agreement, instrument or other document herein shall be construed as referring to such 
agreement, instrument or other document as from time to time amended, supplemented, restated or 
otherwise modified (subject to any restrictions on such amendments, supplements, restatements or 
modifications set forth in the Loan Documents), (b) unless specifically provided otherwise, any reference 
herein to any law shall be construed as referring to such law as amended, modified, codified or reenacted, 
in whole or in part, and in effect from time to time, (c) any reference herein to any Person shall be 
construed to include such Person’s successors and assigns (subject to the restrictions contained in the 
Loan Documents), (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall 
be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (e) with 
respect to the determination of any time period, the word “from” means “from and including” and the 
word “to” means “to and including” and (f) any reference herein to Articles, Sections, Annexes, Exhibits 
and Schedules shall be construed to refer to Articles and Sections of, and Annexes, Exhibits and 
Schedules to, this Agreement. No provision of this Agreement or any other Loan Document shall be 
interpreted or construed against any Person solely because such Person or its legal representative drafted 
such provision.
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Section 1.05  Accounting Terms and Determinations; GAAP. Unless otherwise specified 
herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting 
matters hereunder shall be made, and all Financial Statements and certificates and reports as to financial 
matters required to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared, 
in accordance with GAAP, applied on a consistent basis except for changes in which the Borrower’s 
independent certified public accountants concur and which are disclosed to the Administrative Agent as 
part of, or along with, the audited annual Financial Statements delivered to the Lenders pursuant to 
Section 8.01(a); provided that, unless the Borrower and the Majority Lenders shall otherwise agree in 
writing, no such change shall modify or affect the manner in which compliance with the covenants set 
forth in Section 9.01 is computed such that all such computations shall be conducted utilizing financial 
information presented consistently with prior periods. In the event that any Accounting Changes shall 
occur and such change results in a change in the method of calculation of covenants, standards or terms in 
this Agreement, then at the Borrower’s or Administrative Agent’s request, the Administrative Agent, the 
Lenders and the Borrower shall enter into negotiations in order to amend such provisions of this 
Agreement so as to reflect equitably such Accounting Changes with the desired result that the application 
of this Agreement to the Credit Parties shall be the same after such Accounting Changes as if such 
Accounting Changes had not been made. Until such time as such an amendment shall have been executed 
and delivered by the Borrower, the Administrative Agent and the Majority Lenders, all covenants, 
standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting 
Changes had not occurred. In the event that the Borrower adopts ASC 842 (requiring all leases to be 
capitalized), only those leases (assuming for purposes hereof that such leases were in existence prior to 
the date of the Borrower’s adoption of ASC 842) that would constitute Capital Leases prior to the date of 
the Borrower’s adoption of ASC 842 shall be considered Capital Leases and all calculations and 
deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, 
in accordance therewith.
Section 1.06  Timing of Payment or Performance. If the payment of any obligation or the 
performance of any covenant, duty or obligation under this Agreement or any of the other Loan 
Documents is stated to be due, or such performance is to occur, on a day which is not a Business Day, 
then the date of such payment or performance shall be the immediately subsequent Business Day.
Section 1.07  Divisions. For all purposes under the Loan Documents, in connection with any 
division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s 
laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or 
liability of a different Person, then it shall be deemed to have been transferred from the original Person to 
the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed 
to have been organized and acquired on the first date of its existence by the holders of its Equity Interests 
at such time.
Section 1.08  Rates. The Administrative Agent does not warrant or accept responsibility for, and 
shall not have any liability with respect to (a) the continuation of, administration of, submission of, 
calculation of or any other matter related to the Alternate Base Rate, the Term SOFR Reference Rate, 
Adjusted Term SOFR or Term SOFR, or any component definition thereof or rates referred to in the 
definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark 
Replacement), including whether the composition or characteristics of any such alternative, successor or 
replacement rate (including any Benchmark Replacement) will be similar to, or produce the same value or 
economic equivalence of, or have the same volume or liquidity as, the Alternate Base Rate, the Term 
SOFR Reference Rate, Adjusted Term SOFR, Term SOFR or any other Benchmark prior to its 
discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming 
Changes. The Administrative Agent and its Affiliates or other related entities may engage in transactions 
that affect the calculation of the Alternate Base Rate, the Term SOFR Reference Rate, Adjusted Term 
SOFR, Term SOFR, any alternative, successor or replacement rate (including any Benchmark 
Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The 
Administrative Agent may select information sources or services in its reasonable discretion to ascertain 
the Alternate Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR or any other 
Benchmark, in each case pursuant to the terms of this Agreement, and shall have no liability to the 
Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, 
special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract 
or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component 
thereof) provided by any such information source or service.
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Section 1.09  Letter of Credit Amounts. Unless otherwise specified herein, the amount of a 
Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit available to 
be drawn at such time; provided that with respect to any Letter of Credit that, by its terms or the terms of 
any Letter of Credit Agreement related thereto, provides for one or more automatic increases in the 
available amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum amount 
of such Letter of Credit after giving effect to all such increases, whether or not such maximum amount is 
available to be drawn at such time.
Section 1.10 
Miscellaneous.
(a) 
In the event that any action or transaction that meets the criteria of being 
permitted by one or more than one of the categories of exceptions, thresholds, or baskets pursuant to any 
applicable covenant or provision in Article IX, then such action or transaction (or portion thereof) shall be 
permitted to be divided and classified under one or more of such exceptions, thresholds, or baskets as the 
Borrower may elect from time to time; provided that, if such action is prohibited by any provision, the 
existence of a basket in another provision shall not contravene such prohibition.
(b) 
For purposes of Section 9.05, the amount of any Investment at any time shall be 
the amount actually invested (measured at the time made), without adjustment for subsequent increases or 
decreases in the value of such Investment, plus the amount of any addition thereto that otherwise 
constitutes an Investment.
ARTICLE II 
THE CREDITS
Section 2.01  Commitments. Subject to the terms and conditions set forth herein, each Lender 
agrees to severally make Loans to the Borrower during the Availability Period in an aggregate principal 
amount that will not result in (a) such Lender’s Revolving Credit Exposure exceeding such Lender’s 
Commitment or (b) the total Revolving Credit Exposure exceeding the total Commitments. Within the 
foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, repay 
and reborrow the Loans.
Section 2.02 
Loans and Borrowings.
(a) 
Borrowings; Several Obligations. Each Loan shall be made as part of a 
Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective 
Commitments. The
failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its 
obligations hereunder; provided that the Commitments are several and no Lender shall be responsible for 
any other Lender’s failure to make Loans as required.
(b) 
Types of Loans. Subject to Section 3.03, each Borrowing shall be comprised 
entirely of ABR Loans or Term Benchmark Loans as the Borrower may request in accordance herewith. 
Each Lender at its option may make any Loan by causing any domestic or foreign branch or Affiliate of 
such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of 
the Borrower to repay such Loan in accordance with the terms of this Agreement.
(c) 
Minimum Amounts; Limitation on Number of Borrowings. At the commencement 
of each Interest Period for any Term Benchmark Borrowing, such Borrowing shall be in an aggregate 
amount that is an integral multiple of $100,000 and not less than $1,000,000. At the time that each ABR 
Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of 
$100,000 and not less than $1,000,000; provided that, notwithstanding the foregoing, an ABR Borrowing 
may be in an aggregate amount that is equal to the entire unused balance of the total Commitments or that 
is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.08(e). 
Borrowings of more than one Type may be outstanding at the same time, provided that there shall not at 
any time be more than a total of five (5) Term Benchmark Borrowings outstanding. Notwithstanding any 
other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or 
continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity 
Date.
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(d) 
Notes. Upon request of such Lender, the Loans made by such Lender shall be 
evidenced by a Note, and, (i) in the case of any Lender party hereto as of the Effective Date, such Note 
shall be dated as of the Effective Date, or (ii) in the case of any Lender that becomes a party hereto 
pursuant to an Assignment and Assumption, such Note shall be dated as of the effective date of the 
Assignment and Assumption, in each case, payable to such Lender in a principal amount equal to its 
Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any 
Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 
2.06, Section 12.04(b) or otherwise), the Borrower shall, upon request of such Lender, deliver or cause to 
be delivered on the effective date of such increase or decrease, a new Note payable to such Lender in a 
principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, 
and otherwise duly completed and, upon request by the Borrower, such Lender shall destroy or return to 
the Borrower the previously issued Note held by such Lender. The date, amount, Type, interest rate and, 
if applicable, Interest Period of each Loan made by each Lender, and all payments made on account of the 
principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer, 
may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on 
any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule 
shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the 
validity of such transfer by any Lender of its Note.
Section 2.03  Requests for Borrowings To request a Borrowing, the Borrower shall notify the 
Administrative Agent of such request by telephone (or electronic communication approved by 
Administrative Agent) (a) in the case of a Term Benchmark Borrowing, not later than 12:00 noon, Tulsa, 
Oklahoma time, three Business Days before the date of the proposed Borrowing, or (b) in the case of an 
ABR Borrowing, not later than 12:00 noon, Tulsa, Oklahoma time, on the date of the proposed 
Borrowing; provided that no such notice shall be required for any deemed request of an ABR Borrowing 
to finance the reimbursement of an LC Disbursement as provided in Section 2.08(e). Each such 
telephonic (or electronic communication approved by Administrative Agent) Borrowing Request shall be 
irrevocable and shall be confirmed promptly by hand delivery or e-mail to the Administrative Agent (or 
other communication in writing acceptable to the Administrative Agent) of a written Borrowing Request 
in substantially the form of Exhibit B and signed by a Responsible Officer of a Borrower. Each such 
telephonic and written Borrowing Request shall specify the following information in compliance with 
Section 2.02:
(a) 
the aggregate amount of the requested Borrowing;
(b) 
the date of such Borrowing, which shall be a Business Day;
(c) 
whether such Borrowing is to be an ABR Borrowing or a Term Benchmark
Borrowing;
(d) 
in the case of a Term Benchmark Borrowing, the initial Interest Period to be 
applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”;
(e) 
the amount of the then effective Borrowing Base, the current total Revolving 
Credit Exposure (without regard to the requested Borrowing) and the pro forma total Revolving Credit 
Exposure (giving effect to the requested Borrowing); and
(f) 
the location and number of the account to which funds are to be disbursed, which 
shall comply with the requirements of Section 2.05.
If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR 
Borrowing. If no Interest Period is specified with respect to any requested Term Benchmark Borrowing, 
then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Each 
Borrowing Request shall constitute a representation by the Borrower that the amount of the requested 
Borrowing shall not cause the total Revolving Credit Exposure to exceed the Loan Limit.
Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the 
Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s 
Loan to be made as part of the requested Borrowing.
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Section 2.04 
Interest Elections.
(a) 
Conversion and Continuance. Each Borrowing initially shall be of the Type 
specified in the applicable Borrowing Request and, in the case of a Term Benchmark Borrowing, shall 
have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower may elect 
to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Term 
Benchmark Borrowing, may elect Interest Periods therefor, all as provided in this Section 2.04. The 
Borrower may elect different options with respect to different portions of the affected Borrowing, in which 
case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such 
Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing.
(b) 
Interest Election Requests. To make an election pursuant to this Section 2.04, the 
Borrower shall notify the Administrative Agent of such election by telephone by the time that a 
Borrowing Request would be required under Section 2.03 if the Borrower were requesting a Borrowing of 
the Type resulting from such election to be made on the effective date of such election. Each such 
telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand 
delivery or e-mail to the Administrative Agent (or other communication in writing acceptable to the 
Administrative Agent) of a written Interest Election Request in substantially the form of Exhibit C (or 
such other form as may be agreed to by the Administrative Agent and the Borrower) and signed by a 
Borrower.
(c) 
Information in Interest Election Requests. Each telephonic and written Interest 
Election Request shall specify the following information in compliance with Section 2.02:
(i) 
the Borrowing to which such Interest Election Request applies and, if 
different options are being elected with respect to different portions thereof, the portions thereof to 
be allocated to each resulting Borrowing (in which case the information to be specified pursuant to 
Section 2.04(c)(iii) and (iv) shall be specified for each resulting Borrowing);
(ii) 
the effective date of the election made pursuant to such Interest Election 
Request, which shall be a Business Day;
(iii) 
whether the resulting Borrowing is to be an ABR Borrowing or a Term 
Benchmark Borrowing; and
(iv) 
if the resulting Borrowing is a Term Benchmark Borrowing, the Interest 
Period to be applicable thereto after giving effect to such election, which shall be a period 
contemplated by the definition of the term “Interest Period”.
If any such Interest Election Request requests a Term Benchmark Borrowing but does not specify an 
Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s 
duration.
(d) 
Notice to Lenders by the Administrative Agent. Promptly following receipt of an 
Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of 
such Lender’s portion of each resulting Borrowing.
(e) 
Effect of Failure to Deliver Timely Interest Election Request and Events of 
Default on Interest Election. If the Borrower fails to deliver a timely Interest Election Request with 
respect to a Term Benchmark Borrowing prior to the end of the Interest Period applicable thereto, then, 
unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing 
shall be converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of 
Default or a Borrowing Base Deficiency has occurred and is continuing: (i) no outstanding Borrowing 
may be converted to or continued as a Term Benchmark Borrowing (and any Interest Election Request 
that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Term 
Benchmark Borrowing shall be ineffective) and (ii) unless repaid, each Term Benchmark Borrowing shall 
be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.
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Section 2.05 
Funding of Borrowings.
(a) 
Funding by Lenders. Each Lender shall make each Loan to be made by it 
hereunder on the proposed date thereof by wire transfer of immediately available funds by 1:00 p.m., 
Tulsa, Oklahoma time, to the account of the Administrative Agent most recently designated by it for such 
purpose by notice to the Lenders. The Administrative Agent will make such Loans available to the 
Borrower by promptly crediting the amounts so received, in like funds, to an account of the Borrower 
maintained with the Administrative Agent, in which the Administrative Agent at all times maintains an 
Acceptable Security Interest, and designated by the Borrower in the applicable Borrowing Request or 
disbursing such funds via wire transfer in accordance with written instructions provided by the Borrower 
to the Administrative Agent (which instructions may be given via email); provided that (i) ABR Loans 
made to finance the reimbursement of an LC Disbursement as provided in Section 2.08(e) shall be 
remitted by the Administrative Agent to the Issuing Bank and (ii) with respect to any such accounts 
designated by the Borrower that are not owned by a Credit Party, such designation shall in all respects be 
subject to any know- your-customer requirements applicable to the Administrative Agent. Nothing herein 
shall be deemed to
obligate any Lender to obtain the funds for its Loan in any particular place or manner or to constitute a 
representation by any Lender that it has obtained or will obtain the funds for its Loan in any particular 
place or manner.
(b) 
Presumption of Funding by the Lenders. Unless the Administrative Agent shall 
have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not 
make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative 
Agent may assume that such Lender has made such share available on such date in accordance with 
Section 2.05(a) and may, in reliance upon such assumption, make available to the Borrower a 
corresponding amount. In such event, if a Lender has not in fact made its share of the applicable 
Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally 
agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest 
thereon, for each day from and including the date such amount is made available to the Borrower to but 
excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of 
the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with 
banking industry rules on interbank compensation or (ii) in the case of the Borrower, the interest rate 
applicable to ABR Loans. If such Lender pays such amount to the Administrative Agent, then such 
amount shall constitute such Lender’s Loan included in such Borrowing.
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Section 2.06 
Termination and Reduction of Aggregate Maximum Credit Amounts.
(a) 
Scheduled Termination of Commitments. Unless previously terminated, the 
Commitments shall terminate on the Maturity Date. If at any time the Aggregate Maximum Credit 
Amounts are terminated or reduced to zero, then the Commitments shall terminate on the effective date of 
such termination or reduction.
(b) 
Optional Termination and Reduction of Aggregate Maximum Credit Amounts.
(i) 
The Borrower may at any time terminate, or from time to time reduce, 
the Aggregate Maximum Credit Amounts; provided that (A) each reduction of the Aggregate 
Maximum Credit Amounts shall be in an amount that is an integral multiple of $1,000,000 and 
not less than $2,000,000, and (B) the Borrower shall not terminate or reduce the Aggregate 
Maximum Credit Amounts if, (1) after giving effect to any concurrent prepayment of the Loans in 
accordance with Section 3.04(c), the total Revolving Credit Exposure would exceed the Loan 
Limit or (2) the Aggregate Maximum Credit Amounts would be less than $10,000,000 (unless, 
with respect to this clause (2), the Aggregate Maximum Credit Amounts are reduced to $0).
(ii) 
The Borrower shall notify the Administrative Agent of any election to 
terminate or reduce the Aggregate Maximum Credit Amounts under Section 2.06(b)(i) at least 
three
(3) Business Days prior to the effective date of such termination or reduction, specifying such 
election and the effective date thereof. Promptly following receipt of any notice, the 
Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by 
the Borrower pursuant to this Section 2.06(b)(ii) shall be irrevocable. Any termination or 
reduction of the Aggregate Maximum Credit Amounts shall be permanent and may not be 
reinstated. Each reduction of the Aggregate Maximum Credit Amounts shall be made ratably 
among the Lenders in accordance with each Lender’s Applicable Percentage.
Section 2.07 
Borrowing Base.
(a) 
Initial Borrowing Base. For the period from and including the Effective Date to but 
excluding the next Scheduled Redetermination Date, the next Interim Redetermination Date, or the next
adjustment to the Borrowing Base under Section 2.07(e) or Section 8.13(c), whichever occurs first, the 
amount of the Borrowing Base shall be Ten Million and No/100ths Dollars ($10,000,000.00). 
Notwithstanding the foregoing, the Borrowing Base may be subject to further adjustments in between 
Scheduled Redeterminations from time to time pursuant to any Interim Redetermination or pursuant to 
any of Section 2.07(e) or Section 8.13(c).
(b) 
Scheduled and Interim Redeterminations. The Borrowing Base shall be 
redetermined on the Effective Date and thereafter will be redetermined on or around April 1 and October 
1 of each year (each such scheduled redetermination, a “Scheduled Redetermination”), and, subject to 
Section 2.07(d), such redetermined Borrowing Base shall become effective and applicable to the 
Borrower, the Administrative Agent, the Issuing Bank and the Lenders as and when provided by Section 
2.07(d). In addition, the Borrower may, by notifying the Administrative Agent thereof, and the 
Administrative Agent may, at the direction of the Required Lenders, by notifying the Borrower thereof, 
each elect to cause the Borrowing Base to be redetermined one time each calendar year in accordance 
with this Section 2.07 (any such redetermination being an “Interim Redetermination”). For purposes of 
this Agreement, the determination of the Borrowing Base on the Effective Date provided for herein shall 
be deemed and considered to be a Scheduled Redetermination.
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(c) 
Scheduled and Interim Redetermination Procedure.
(i) 
Each Scheduled Redetermination and each Interim Redetermination shall 
be effectuated as follows: Upon receipt by the Administrative Agent of (A) the Reserve Report 
and the certificate required to be delivered by the Borrower to the Administrative Agent, in the 
case of a Scheduled Redetermination, pursuant to Section 8.12(a) and Section 8.12(c), and, in the 
case of an Interim Redetermination, pursuant to Section 8.12(b) and Section 8.12(c), and (B) such 
other reports, data and supplemental information, including the information provided pursuant to 
Section 8.12(c), as may, from time to time, be reasonably requested by Administrative Agent or 
the Required Lenders (the Reserve Report, such certificate and such other reports, data and 
supplemental information being the “Engineering Reports”), the Administrative Agent shall 
evaluate the information contained in the Engineering Reports and shall, in its sole and 
reasonable discretion, propose a new Borrowing Base (the “Proposed Borrowing Base”) based 
upon such information and such other information (including the status of title information with 
respect to the Proved Oil and Gas Properties as described in the Engineering Reports, the 
existence of any other Debt, the Credit Parties’ other assets, liabilities, fixed charges, cash flow, 
business, properties, prospects, management and ownership, hedged and unhedged exposure of 
the Credit Parties to price, price and production scenarios, interest rate and operating cost 
changes) as the Administrative Agent deems appropriate in its sole and reasonable discretion and 
consistent with its normal and prudent oil and gas lending criteria as it exists at the particular 
time. In no event shall the Proposed Borrowing Base exceed the Aggregate Maximum Credit 
Amounts.
(ii) 
The Administrative Agent shall notify the Borrower and the Lenders of the 
Proposed Borrowing Base (the “Proposed Borrowing Base Notice”) after the Administrative Agent 
has received complete Engineering Reports from the Borrower and has had a reasonable 
opportunity to determine the Proposed Borrowing Base in accordance with Section 2.07(c)(i).
(iii) 
Any Proposed Borrowing Base that would increase the Borrowing Base 
then in effect must be approved by all of the Lenders (other than any Defaulting Lenders) as 
provided in this Section 2.07(c)(iii) and any Proposed Borrowing Base that would decrease or 
maintain the Borrowing Base then in effect must be approved or be deemed to have been 
approved by the Required Lenders, in each case, in such Lender’s sole and reasonable discretion 
consistent with its customary oil and gas lending criteria as it exists at the particular time, as 
provided in this Section 2.07(c)(iii). Upon receipt of the Proposed Borrowing Base Notice, each 
Lender shall have fifteen (15) days to agree with the Proposed Borrowing Base or disagree with 
the Proposed Borrowing Base by proposing an alternate Borrowing Base. If, in the case of any 
Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, at 
the end of such fifteen (15) days, any Lender has not communicated its approval or disapproval in 
writing to the Administrative Agent, such silence shall be deemed to be an approval of the 
Proposed Borrowing Base. If, in the case of any Proposed Borrowing Base that would increase 
the Borrowing Base then in effect, at the end of such fifteen (15) days, any Lender has not 
communicated its approval or disapproval in writing to the Administrative Agent, such silence 
shall be deemed to be a disapproval of the Proposed Borrowing Base. If, at the end of such 15-
day period, all of the Lenders (other than any Defaulting Lenders), in the case of a Proposed 
Borrowing Base that would increase the Borrowing Base then in effect, or the Required Lenders, 
in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base 
then in effect, have approved or been deemed to have approved, as aforesaid, then the Proposed 
Borrowing Base shall, subject to the restrictions in Section 12.02(b) on increasing any Lender’s 
Commitment, become the new Borrowing Base, respectively, effective on the date specified in 
Section 2.07(d). If, however, at the end of such 15-day period, all of the Lenders (other than any 
Defaulting Lenders) or the Required Lenders, as applicable, have not approved or been deemed to 
have approved, as aforesaid, then the Administrative Agent shall poll the Lenders to ascertain the 
highest Borrowing Base then acceptable to (x) in the case of a decrease or reaffirmation of the 
Borrowing Base, a number of Lenders sufficient to constitute the Required Lenders and (y) in the 
case of an increase of the Borrowing Base, all of the Lenders (other than any Defaulting Lenders), 
as applicable, and, subject to the restrictions in Section 12.02(b) on increasing any Lender’s 
Commitment, such amount shall become the new Borrowing Base, effective on the date specified 
in Section 2.07(d). Notwithstanding anything herein to the contrary, in the event the 
Administrative Agent and Lenders propose an increase to the Borrowing Base, no such increase 
in the Borrowing Base shall be effective without the prior written consent of the Borrower.
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(iv) 
Notwithstanding anything herein to the contrary, in the event that the 
Borrower does not furnish to the Administrative Agent and the Lenders the Reserve Report and 
other Engineering Reports specified in Section 2.07(c)(i) above in a timely and complete manner, 
the Administrative Agent may nonetheless redetermine the Borrowing Base and redesignate the 
Borrowing Base from time-to-time thereafter in its sole and reasonable discretion with the 
approval of all Lenders or Required Lenders, as applicable, until the Administrative Agent and 
the Lenders receive the relevant Reserve Report and other Engineering Reports, whereupon the 
Administrative Agent shall redetermine the Borrowing Base as otherwise specified in this 
Section.
(d) 
Effectiveness of a Redetermined Borrowing Base. After a redetermined 
Borrowing Base has been approved or deemed to have been approved by all of the Lenders or the 
Required Lenders, as applicable, pursuant to Section 2.07(c)(iii), the Administrative Agent shall notify 
the Borrower and the Lenders of the amount of the redetermined Borrowing Base (the “New Borrowing 
Base Notice”), and such amount shall become the new Borrowing Base, effective and applicable to the 
Borrower, the Administrative Agent, the Issuing Bank and the Lenders:
(i) 
in the case of a Scheduled Redetermination, (A) if the Administrative 
Agent shall have received the Engineering Reports required to be delivered by the Borrower 
pursuant to Section 8.12(a) and Section 8.12(c) in a timely and complete manner, then on or 
around April 1 and October 1 of each year, beginning with April 1, 2024, as applicable, following 
such notice (or, in each case, such date promptly thereafter as reasonably practicable), or (B) if 
the Administrative Agent shall not have received the Engineering Reports required to be 
delivered by
the Borrower pursuant to Section 8.12(a) and Section 8.12(c) in a timely and complete manner, 
then on the Business Day next succeeding delivery of such notice; and
(ii) 
in the case of an Interim Redetermination, on the Business Day next 
succeeding delivery of such notice.
Such amount shall then become the Borrowing Base until the next Scheduled Redetermination 
Date, the next Interim Redetermination Date, or the next adjustment to the Borrowing Base under Section 
2.07(e) or Section 8.13(c), whichever occurs first. Notwithstanding the foregoing, no Scheduled 
Redetermination, Interim Redetermination or adjusted Borrowing Base shall become effective until the 
New Borrowing Base Notice related thereto is received by the Borrower.
(e) 
Reduction of Borrowing Base Upon Borrowing Base Property Dispositions and 
Liquidations. If (i) any Swap Agreement to which the Borrower or any Subsidiary is a party is Liquidated 
(including, for the avoidance of doubt, any Liquidation required by Section 9.18(b)) or (ii) the Borrower 
or any Subsidiary Disposes of any Borrowing Base Property or Equity Interests in any Subsidiary owning 
Borrowing Base Properties, and the Borrowing Base value assigned to the Liquidated portion of such 
Swap Agreement (as determined by the Administrative Agent) or the fair market value of such Borrowing 
Base Property, as determined by the Administrative Agent (or in the case of any Disposition of Equity 
Interests in any Subsidiary owning Borrowing Base Properties, the fair market value of the Borrowing 
Base Properties owned by such Subsidiary as determined by the Administrative Agent), as applicable, 
when combined with the sum of (A) the fair market value of all other Borrowing Base Properties 
Disposed of (including, in the case of any Disposition of Equity Interests in any Subsidiary owning 
Borrowing Base Properties, the fair market value of the Borrowing Base Properties owned by such 
Subsidiary), in each case since the most recent Scheduled Redetermination Date and (B) the Borrowing 
Base value of the Liquidated portion of other Swap Agreements Liquidated since the most recent 
Scheduled Redetermination Date, exceeds ten percent (10%) of the Borrowing Base then in effect, 
individually or in the aggregate, then the Borrowing Base then in effect shall be reduced by an amount 
equal to the value, if any, assigned to the Liquidated portion of such Swap Agreement in the then 
effective Borrowing Base and/or the value assigned to such Disposed Borrowing Base Property 
(including, in the case of any Disposition of Equity Interests in any Subsidiary owning Borrowing Base 
Properties, the fair market value of the Borrowing Base Properties owned by such Subsidiary) in the most 
recently delivered Reserve Report, as the case may be, in each case as determined by the Administrative 
Agent. The Borrowing Base as so reduced shall become the new Borrowing Base immediately upon the 
date of such Disposition or Liquidation, as the case may be, effective and applicable to the Borrower, the 
Administrative Agent, the Issuing Bank and the Lenders on such date until the next redetermination or 
adjustment thereof hereunder. For purposes of this Section 2.07(e), until the first Scheduled 
Redetermination Date occurs hereunder, the phrase “the most recent Scheduled Redetermination Date” 
shall mean “the Effective Date”. Notwithstanding the foregoing, this Section 2.07(e) shall not apply at 
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any time that the Borrowing Base is equal to or less than Ten Million and No/100ths Dollars 
($10,000,000).
Section 2.08 
Letters of Credit.
(a) 
General. Subject to the terms and conditions set forth herein, the Borrower may 
request the issuance of Dollar denominated Letters of Credit for its own account or for the account of any 
of its Subsidiaries, in a form reasonably acceptable to the Administrative Agent and the Issuing Bank, at 
any time and from time to time during the Availability Period, in an aggregate amount not to exceed the 
LC Commitment; provided that the Borrower may not request the issuance, amendment, renewal or 
extension of Letters of Credit hereunder if a Default, Event of Default or Borrowing Base Deficiency exists 
at such time or would exist as a result thereof. In the event of any inconsistency between the terms and 
conditions of this Agreement and the terms and conditions of any form of letter of credit application or
other agreement submitted by a Borrower to, or entered into by a Borrower with, the Issuing Bank 
relating to any Letter of Credit, the terms and conditions of this Agreement shall control. For all purposes 
of this Agreement, the amount of a Letter of Credit that, by its terms or the terms of any document related 
thereto, provides for one or more automatic increases in the stated amount thereof shall be deemed to be 
the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or 
not such maximum stated amount is in effect at the time of determination. The Existing Letters of Credit 
shall be deemed to have been issued and maintained as Letters of Credit under, and to be governed by, the 
terms and conditions of this Agreement.
(b) 
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To 
request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding 
Letter of Credit), the Borrower shall hand deliver or e-mail (or transmit by electronic communication, if 
arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and the 
Administrative Agent (not less than three (3) Business Days in advance of the requested date of issuance, 
amendment, renewal or extension, or such earlier date as the Issuing Bank and the Administrative Agent 
may collectively agree in their sole discretion) a notice:
(i) 
requesting the issuance of a Letter of Credit or identifying the Letter of 
Credit to be amended, renewed or extended;
(ii) 
specifying the date of issuance, amendment, renewal or extension (which 
shall be a Business Day);
(iii) 
specifying the date on which such Letter of Credit is to expire (which 
shall comply with Section 2.08(c));
(iv) 
specifying the amount of such Letter of Credit;
(v) 
specifying the name and address of the beneficiary thereof and such other 
information as shall be necessary to prepare, amend, renew or extend such Letter of Credit; and
(vi) 
specifying the amount of the then effective Borrowing Base and whether 
a Borrowing Base Deficiency exists at such time, the current total Revolving Credit Exposure 
(without regard to the requested Letter of Credit or the requested amendment, renewal or 
extension of an outstanding Letter of Credit) and the pro forma total Revolving Credit Exposure 
(giving effect to the requested Letter of Credit or the requested amendment, renewal or extension 
of an outstanding Letter of Credit).
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A Letter of Credit (including with respect to any of the Existing Letters of Credit deemed issued 
hereunder) shall be issued, amended, renewed or extended only if (and each notice shall constitute a 
representation and warranty by the Borrower that), after giving effect to the requested issuance, 
amendment, renewal or extension, as applicable, (x) the LC Exposure shall not exceed the LC 
Commitment and (y) the total Revolving Credit Exposure shall not exceed the Loan Limit. Unless the 
Issuing Bank is BOKF, no letter of credit issued by the Issuing Bank (if the Issuing Bank is not the 
Administrative Agent) shall be deemed to be a “Letter of Credit” issued under this Agreement unless the 
Issuing Bank has requested and received written confirmation from the Administrative Agent that the 
representations by the Borrower contained in the foregoing clauses (x) and (y) are true and correct.
If requested by the Issuing Bank, the Borrower also shall submit a letter of credit application on the Issuing 
Bank’s standard form in connection with any request for a Letter of Credit (other than an Existing Letter of
Credit deemed issued hereunder); provided that, in the event of any conflict between such application or 
any Letter of Credit Agreement and the terms of this Agreement, the terms of this Agreement shall 
control.
The Issuing Bank shall not be under any obligation to issue or renew any Letter of Credit if: (i) any order, 
judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or 
restrain the Issuing Bank from issuing or renewing such Letter of Credit, or any law applicable to the 
Issuing Bank shall prohibit, or require that the Issuing Bank refrain from, the issuance or renewal of 
letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Bank with 
respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing 
Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon 
the Issuing Bank any unreimbursed loss, cost or expense that was not applicable on the Effective Date and 
that the Issuing Bank in good faith deems material to it; or (ii) the issuance of such Letter of Credit would 
violate one or more policies of the Issuing Bank applicable to letters of credit generally.
(c) 
Expiration Date.
(i) 
Each Letter of Credit (including with respect to any of the Existing Letters 
of Credit deemed issued hereunder) shall expire (or be subject to termination by notice from the 
applicable Issuing Bank to the beneficiary thereof) at or prior to the close of business on the earlier 
of (A) the date that is twelve (12) months after the date of the issuance of such Letter of Credit (or, 
in the case of any renewal or extension of the expiration date thereof, twelve (12) months after 
such renewal or extension), and (B) the date that is five (5) Business Days prior to the Maturity 
Date; provided, that the expiry date of a Letter of Credit may be up to one year later than the fifth 
Business Day prior to the Maturity Date if no Event of Default has occurred and is continuing and 
the Borrower has posted on or before the fifth Business Day prior to the Maturity Date cash 
collateral on terms satisfactory to the Administrative Agent in an amount equal to 103% of the LC 
Exposure with respect to such Letter of Credit.
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(ii) 
If the Borrower so requests in any request for a Letter of Credit (other 
than an Existing Letter of Credit deemed issued hereunder), the Issuing Bank may, in its sole and 
absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, 
an “Auto-Renewal Letter of Credit”); provided that any such Auto-Renewal Letter of Credit must 
permit the Issuing Bank to prevent any such renewal at least once in each twelve-month period 
(commencing with the date of issuance of such Letter of Credit) by giving prior notice to the 
beneficiary thereof not later than a day (the “Non-Renewal Notice Date”) in each such twelve- 
month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise 
directed by the Issuing Bank, the Borrower shall not be required to make a specific request to the 
Issuing Bank for any such renewal. Once an Auto-Renewal Letter of Credit has been issued, the 
Lenders shall be deemed to have authorized (but may not require) the Issuing Bank to permit the 
renewal of such Letter of Credit at any time to an expiry date not later than the earlier of (A) 
twelve (12) months from the date of such renewal and (B) the date that is five (5) Business Days 
prior to the Maturity Date unless such Letter of Credit shall have been cash collateralized in 
accordance with the preceding clause (c)(i), in which case the expiry date may be up to one year 
later than the fifth Business Day prior to the Maturity Date; provided that, notwithstanding 
anything to the contrary, the Issuing Bank shall not permit any such renewal if (1) the Issuing 
Bank has determined that it would have no obligation at such time to issue such Letter of Credit 
in its renewed form under the terms hereof (by reason of the provisions of Section 2.08(f) or 
otherwise), or (2) it has received notice on or before the day that is two Business Days before the 
Non-Renewal Notice Date, from the Administrative Agent, any Lender or the Borrower that one 
or more of the applicable conditions specified in Section 6.02 are not then satisfied.
(d) 
Participations. By the issuance of a Letter of Credit (including with respect to any 
of the Existing Letters of Credit deemed issued hereunder) (or an amendment to a Letter of Credit 
increasing the amount thereof) and without any further action on the part of the Issuing Bank or the 
Lenders, the Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from the 
Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Applicable Percentage of the 
aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance 
of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative 
Agent, for the account of the Issuing Bank, such Lender’s Applicable Percentage of each LC 
Disbursement made by the Issuing Bank and not reimbursed by the Borrower on the date due as provided 
in Section 2.08(e), or of any reimbursement payment required to be refunded to the Borrower for any 
reason, including after the Maturity Date. Each Lender acknowledges and agrees that its obligation to 
acquire participations pursuant to this Section 2.08(d) in respect of Letters of Credit is absolute and 
unconditional and shall not be affected by any circumstance whatsoever, including any amendment, 
renewal or extension of any Letter of Credit or the occurrence and continuance of a Default, the existence 
of a Borrowing Base Deficiency or reduction or termination of the Commitments, and that each such 
payment shall be made without any offset, abatement, withholding or reduction whatsoever.
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(e) 
Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect 
of a Letter of Credit (including with respect to any of the Existing Letters of Credit deemed issued 
hereunder), the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent 
an amount equal to such LC Disbursement not later than 2:00 p.m., Tulsa, Oklahoma time, on the 
Business Day immediately following the day that the Borrower receives notice of such LC Disbursement; 
provided that, unless the Borrower has notified the Administrative Agent that it intends to reimburse all or 
part of such LC Disbursement without using Loan proceeds or has submitted a Borrowing Request with 
respect thereto, the Borrower shall, subject to the conditions to Borrowing set forth herein, be deemed to 
have requested, and the Borrower does hereby request under such circumstances, that such payment be 
financed with an ABR Borrowing in an equivalent amount and, to the extent so financed, the Borrower’s 
obligation to make such payment shall be discharged and replaced by the resulting ABR Borrowing. If the 
Borrower fails to make any payment in respect of any LC Disbursement when due, the Administrative 
Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the 
Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt 
of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the 
payment then due from the Borrower, in the same manner as provided in Section 2.05 with respect to 
Loans made by such Lender (and Section 2.05 shall apply, mutatis mutandis, to the payment obligations 
of the Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so 
received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment 
from the Borrower pursuant to this Section 2.08(e), the Administrative Agent shall distribute such 
payment to the Issuing Bank or, to the extent that Lenders have made payments pursuant to this Section 
2.08(e) to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may 
appear. Any payment made by a Lender pursuant to this Section 2.08(e) to reimburse the Issuing Bank for 
any LC Disbursement (other than the funding of ABR Loans as contemplated above) shall not constitute a 
Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.
(f) 
Obligations Absolute. Each Borrower’s joint and several obligation to reimburse 
LC Disbursements as provided in Section 2.08(e) shall be absolute, unconditional and irrevocable, and 
shall be performed strictly in accordance with the terms of this Agreement under any and all 
circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of 
Credit, any Letter of Credit Agreement or this Agreement, or any term or provision therein, (ii) any draft 
or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any 
respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by the Issuing 
Bank under a Letter of Credit against presentation of a draft or other document that does not comply with 
the terms of such Letter of Credit or any Letter of Credit Agreement, or (iv) any other event or 
circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions 
of this Section 2.08(f), constitute a legal or equitable discharge of, or provide a right of setoff against, the 
Borrower’s obligations hereunder. Neither the Administrative Agent, the Lenders nor the Issuing Bank, 
nor any of their Related Parties shall have any liability or responsibility by reason of or in connection with 
the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder 
(irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, 
interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or 
relating to any Letter of Credit (including any document required to make a drawing thereunder), any 
error in interpretation of technical terms, any error in translation or any consequence arising from causes 
beyond the control of the Issuing Bank; provided that the foregoing shall not be construed to excuse the 
Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to special, 
indirect, consequential or punitive damages, claims in respect of which are hereby waived by the 
Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by the 
Issuing Bank’s gross negligence or willful misconduct when determining whether drafts and other 
documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly 
agree that, in the absence of gross negligence or willful misconduct on the part of the Issuing Bank (as 
finally determined by a court of competent jurisdiction), the Issuing Bank shall be deemed to have 
exercised all requisite care in each such determination. In furtherance of the foregoing and without 
limiting the generality thereof, the parties agree that, with respect to documents presented which appear 
on their face to be in substantial compliance with the terms of a Letter of Credit, the Issuing Bank may, in 
its sole discretion, either accept and make payment upon such documents without responsibility for 
further investigation, regardless of any notice or information to the contrary, or refuse to accept and make 
payment upon such documents if such documents are not in strict compliance with the terms of such 
Letter of Credit.
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(g) 
Disbursement Procedures. The Issuing Bank for any Letter of Credit shall, within 
the time allowed by applicable law or the specific terms of the Letter of Credit following its receipt 
thereof, examine all documents purporting to represent a demand for payment under such Letter of Credit. 
The Issuing Bank shall promptly after such examination notify the Administrative Agent and the 
Borrower by telephone (confirmed by e-mail or other electronic communication) of such demand for 
payment and whether the Issuing Bank has made or will make an LC Disbursement thereunder; provided 
that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to 
reimburse the Issuing Bank and the Lenders with respect to any such LC Disbursement.
(h) 
Interim Interest. If the Issuing Bank for any Letter of Credit shall make any LC 
Disbursement, then, until the Borrower shall have reimbursed the Issuing Bank for such LC Disbursement 
(either with its own funds or a Borrowing under Section 2.08(e)), the unpaid amount thereof shall bear 
interest, for each day from and including the date such LC Disbursement is made to but excluding the 
date that the Borrower reimburses such LC Disbursement, at the rate per annum then applicable to ABR 
Loans and such interest shall be due and payable on the date when such reimbursement is payable; 
provided that, if the Borrower fails to reimburse such LC Disbursement when due pursuant to Section 
2.08(e), then Section 3.02 shall apply. Interest accrued pursuant to this Section 2.08(h) shall be for the 
account of the Issuing Bank, except that interest accrued on and after the date of payment by any Lender 
pursuant to Section 2.08(e) to reimburse the Issuing Bank shall be for the account of such Lender to the 
extent of such payment.
(i) 
Replacement and Resignation of the Issuing Bank.
(i) 
The Issuing Bank may be replaced at any time by written agreement 
among the Borrower, the Administrative Agent, the replaced Issuing Bank and the successor 
Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement of the 
Issuing Bank. At the time any such replacement shall become effective, the Borrower shall pay all
unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 3.05(b). 
From and after the effective date of any such replacement, the successor Issuing Bank shall have 
all the rights and obligations of the Issuing Bank under this Agreement with respect to Letters of 
Credit to be issued by it thereafter and references herein to the term “Issuing Bank” shall be 
deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all 
previous Issuing Banks, as the context shall require. After the replacement of the Issuing Bank 
hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the 
rights and obligations of the Issuing Bank and a Secured Party under this Agreement with respect 
to Letters of Credit issued by it prior to such replacement, but shall not be required to issue 
additional Letters of Creditor extend or otherwise amend any existing Letter of Credit.
(ii) 
Subject to the appointment and acceptance of a successor Issuing Bank, 
the Issuing Bank may resign as the Issuing Bank at any time upon thirty days’ prior written notice 
to the Administrative Agent, the Borrower and the Lenders, in which case, the resigning Issuing 
Bank shall be replaced in accordance with Section 2.08(i)(i) above.
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(j) 
Cash Collateralization. If (i) any Event of Default shall occur and be continuing 
and the Borrower receives notice from the Administrative Agent demanding the deposit of cash collateral 
pursuant to this Section 2.08(j), (ii) the LC Exposure exceeds the LC Commitment at any time as a result of 
a reduction in the Borrowing Base, (iii) the Borrower is required to pay to the Administrative Agent the 
excess attributable to an LC Exposure in connection with any prepayment pursuant to Section 3.04(c) or
(iv) the Borrower is required to cash collateralize a Defaulting Lender’s LC Exposure pursuant to Section 
2.09(a)(v), then the Borrower shall deposit, in an account with the Administrative Agent, in the name of 
the Administrative Agent and for the benefit of the Lenders, an amount in cash in Dollars equal to 103% 
of, (A) in the case of an Event of Default, the LC Exposure, (B) in the case of the LC Exposure exceeding 
the LC Commitment, the amount of such excess, and (C) in the case of a payment required by Section 
3.04(c), the amount of such excess as provided in Section 3.04(c), as of such date plus any accrued and 
unpaid interest thereon; provided that the obligation to deposit such cash collateral shall become effective 
immediately, and such deposit shall become immediately due and payable, without demand or other 
notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower or any 
Subsidiary described in Section 10.01(h) or Section 10.01(i). The Borrower hereby grants to the 
Administrative Agent, for the benefit of the Issuing Bank and the Lenders, an Acceptable Security 
Interest in the form of an exclusive first priority and continuing perfected security interest in and Lien on 
such account and all cash, checks, drafts, certificates and instruments, if any, from time to time deposited 
or held in such account, all deposits or wire transfers made thereto, any and all investments purchased 
with funds deposited in such account, all interest, dividends, cash, instruments, financial assets and other 
Property from time to time received, receivable or otherwise payable in respect of, or in exchange for, any 
or all of the foregoing, and all proceeds, products, accessions, rents, profits, income and benefits 
therefrom, and any substitutions and replacements therefor. The Borrower’s obligation to deposit amounts 
pursuant to this Section 2.08(j) shall be absolute and unconditional, without regard to whether any 
beneficiary of any such Letter of Credit has attempted to draw down all or a portion of such amount under 
the terms of a Letter of Credit, and, to the fullest extent permitted by applicable law, shall not be subject 
to any defense or be affected by a right of set-off, counterclaim or recoupment which the Borrower or any 
Subsidiary may now or hereafter have against any such beneficiary, the Issuing Bank, the Administrative 
Agent, the Lenders or any other Person for any reason whatsoever. Such deposit shall be held by the 
Administrative Agent as collateral securing the payment and performance of the Borrower’s and the 
Guarantors’ obligations under this Agreement and the other Loan Documents. The Administrative Agent 
shall have exclusive dominion and control, including the exclusive right of withdrawal, over such 
collateral account. Other than any interest earned on the investment of such deposits, which investments 
shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and 
expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall 
accumulate in such collateral account. Moneys in such accountshall be applied by the Administrative 
Agent to reimburse the Issuing Bank for LC Disbursements for which it has not been reimbursed, together 
with related fees, costs and customary processing charges, and, to the extent not so applied, shall be held 
for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or, 
if the maturity of the Loans has been accelerated, be applied to satisfy other obligations of the Borrower 
and the Guarantors under this Agreement or the other Loan Documents. If the Borrower is required to 
provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default or 
pursuant to Section 2.09(a)(v) as a result of a Defaulting Lender , and the Borrower is not otherwise 
required to pay to the Administrative Agent the excess attributable to an LC Exposure in connection with 
any prepayment pursuant to Section 3.04(c), then such amount (to the extent not applied as aforesaid) 
shall be returned to the Borrower within three Business Days after all Events of Default have been cured 
or waived or the events giving rise to such cash collateralization pursuant to Section 2.09(a)(v) have been 
satisfied or resolved.
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(k) 
Defaulting Lenders. If, at any time, a Defaulting Lender exists hereunder, then, 
within one (1) Business Day following the written request of the Issuing Bank, the Borrower shall cash 
collateralize the Fronting Exposure of the Issuing Bank with respect to such Defaulting Lender (determined 
after giving effect to Section 2.09(a)(iv) and any cash collateral provided by such Defaulting Lender) with 
respect to the Defaulting Lender in an amount equal to the lesser of (x) the amount of such Fronting 
Exposure and (y) an amount otherwise agreeable to the Issuing Bank and the Administrative Agent in their 
sole discretion.
(i) 
Grant of Security Interest. The Borrower and, to the extent provided by 
any Defaulting Lender, such Defaulting Lender, hereby grants to the Administrative Agent, for 
the benefit of the Issuing Bank, and agrees to maintain, an Acceptable Security Interest in the 
form of a first priority security interest in all such cash collateral as security for (A) in the case of 
the Defaulting Lender, the Defaulting Lender’s obligation to fund participations in respect of LC 
Exposure, to be applied pursuant to clause (ii) below and (B) in the case of the Borrower, its 
obligations hereunder to reimburse the LC Exposure for which such Defaulting Lender is 
obligated as a participant. The Borrower or such Defaulting Lender, as applicable, shall execute 
any documents and agreements, including the Administrative Agent’s standard form assignment 
of Deposit Accounts, that the Administrative Agent reasonably requests in connection therewith 
to establish such cash collateral account and to grant the Administrative Agent, for the benefit of 
the Issuing Bank, an Acceptable Security Interest in the form of a first priority security interest in 
such account and the funds therein. If at any time the Administrative Agent determines that cash 
collateral is subject to any right or claim of any Person other than the Administrative Agent and 
the Issuing Bank as herein provided, or that the total amount of such cash collateral is less than 
the amount required above, the Borrower will, promptly upon demand by the Administrative 
Agent, pay or provide to the Administrative Agent additional cash collateral in an amount 
sufficient to eliminate such deficiency (after giving effect to any cash collateral provided by the 
Defaulting Lender).
(ii) 
Application. Notwithstanding anything to the contrary contained in this 
Agreement, cash collateral provided by a Defaulting Lender under this Section 2.08(k) or Section
2.09 in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s 
obligation to fund participations in respect of LC Exposure (including, as to cash collateral 
provided by a Defaulting Lender, any interest accrued on such obligation) for which the cash 
collateral was so provided, prior to any other application of such property as may otherwise be 
provided for herein.
(iii) 
Termination of Requirement. Cash collateral (or the appropriate portion 
thereof) provided to reduce the Issuing Bank’s Fronting Exposure shall no longer be required to be 
held as cash collateral pursuant to this Section 2.08(k) following (A) the elimination of the 
applicable Fronting Exposure (including by the termination of Defaulting Lender status of the 
applicable Lender), or (B) the determination by the Administrative Agent and the Issuing Bank that 
there exists excess cash collateral; provided that, subject to Section 2.09, (x) the Issuing Bank may 
determine in its sole discretion that cash collateral provided by a Defaulting Lender shall be held to 
support future anticipated Fronting Exposure or other obligations of such Defaulting Lender and 
(y) the Borrower and the Issuing Bank may agree that cash collateral provided by the Borrower 
shall be held to support future anticipated Fronting Exposure or other obligations; and provided 
further that to the extent that such cash collateral was provided by the Borrower, such cash 
collateral shall remain subject to any other security interest granted pursuant to the Loan 
Documents.
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(l) 
LC Exposure Determination. Notwithstanding that a Letter of Credit issued or 
outstanding hereunder supports any obligations of, or is for the account of, a Subsidiary, or states that a 
Subsidiary is the “account party,” “applicant,” “customer,” “instructing party,” or the like of or for such 
Letter of Credit, and without derogating from any rights of the applicable Issuing Bank (whether arising by 
contract, at law, in equity or otherwise) against such Subsidiary in respect of such Letter of Credit, the 
Borrower (i) shall reimburse, indemnify and compensate the applicable Issuing Bank hereunder for such 
Letter of Credit (including to reimburse any and all drawings thereunder) as if such Letter of Credit had 
been issued solely for the account of the Borrower and (ii) irrevocably waives any and all defenses that 
might otherwise be available to it as a guarantor or surety of any or all of the obligations of such Subsidiary 
in respect of such Letter of Credit. The Borrower hereby acknowledges that the issuance of such Letters of 
Credit for its Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives 
substantial benefits from the businesses of such Subsidiaries.
Section 2.09   Defaulting Lenders.
(a) 
Defaulting Lender Adjustments. Notwithstanding anything to the contrary 
contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such 
Lender is no longer a Defaulting Lender, to the extent permitted by applicable law:
(i) 
Waivers and Amendments. Such Defaulting Lender’s right to determine 
the Borrowing Base or approve or disapprove any amendment, waiver or consent with respect to 
this Agreement shall be restricted as set forth in the definitions of “Majority Lenders” and 
“Required Lenders”.
(ii) 
Defaulting Lender Waterfall. Any payment of principal, interest, fees or 
other amounts received by the Administrative Agent for the account of such Defaulting Lender 
(whether voluntary or mandatory, at maturity, pursuant to Article X or otherwise) or received by 
the Administrative Agent from a Defaulting Lender pursuant to Section 12.08 shall be applied at 
such time or times as may be determined by the Administrative Agent as follows: first, to the 
payment of any amounts owing by such Defaulting Lender to the Administrative Agent 
hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting 
Lender to the Issuing Bank hereunder; third, to cash collateralize the Issuing Bank’s Fronting 
Exposure with respect to such Defaulting Lender in accordance with Section 2.08(j); fourth, as 
the Borrower may request (so long as no Default or Event of Default exists), to the funding of any 
Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required 
by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the 
Administrative Agent and the Borrower, to be held in a Deposit Account and released pro rata in 
order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to 
Loans under this Agreement and (y) cash collateralize the Issuing Bank’s future Fronting 
Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued 
under this Agreement, in accordance with Section 2.08(k); sixth, to the payment of any amounts 
owing to the Lenders or the Issuing Bank as a result of any judgment of a court of competent 
jurisdiction obtained by any Lender or the Issuing Bank against such Defaulting Lender as a 
result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so 
long as no Default or Event of Default exists, to the payment of any amounts owing to the 
Borrower as a result of any judgment of a court of competent jurisdiction obtained by the 
Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its 
obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed 
by a court of competent jurisdiction; provided that if
(x) such payment is a payment of the principal amount of any Loans or LC Exposure in respect of 
which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were 
made or the related Letters of Credit were issued at a time when the conditions set forth in 
Section 6.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, 
and LC Exposure owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied 
to the payment of any Loans of, or LC Exposure owed to, such Defaulting Lender until such time 
as all Loans and funded and unfunded participations in LC Exposure are held by the Lenders pro 
rata in accordance with the Commitments without giving effect to Section 2.09(a)(iv). Any 
payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied 
(or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this 
Section 2.09(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each 
Lender irrevocably consents hereto.
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(iii) 
Certain Fees.
(A) 
No Defaulting Lender shall be entitled to receive any 
commitment fee pursuant to Section 3.05(a) for any period during which that Lender is a 
Defaulting Lender (and the Borrower shall not be required to pay any such fee that 
otherwise would have been required to have been paid to that Defaulting Lender).
(B) 
Each Defaulting Lender shall be entitled to receive fees pursuant 
to Section 3.05(b) for any period during which that Lender is a Defaulting Lender only to 
the extent allocable to its Applicable Percentage of the stated amount of Letters of Credit 
for which it has provided cash collateral pursuant to Section 2.08(k).
(C) 
With respect to any fee pursuant to Section 3.05(b) not required to 
be paid to any Defaulting Lender pursuant to sub-clause (B) above, the Borrower shall
(x) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to 
such Defaulting Lender with respect to such Defaulting Lender’s participation in Letter 
of Credit obligations that has been reallocated to such Non-Defaulting Lender pursuant to 
clause (iv) below, (y) pay to the Issuing Bank the amount of any such fee otherwise 
payable to such Defaulting Lender to the extent allocable to the Issuing Bank’s Fronting 
Exposure to such Defaulting Lender and (z) not be required to pay the remaining amount 
of any such fee.
(iv) 
Reallocation of Participations to Reduce Fronting Exposure. All or any 
part of such Defaulting Lender’s participation in LC Exposure shall be reallocated among the 
Non- Defaulting Lenders in accordance with their respective Applicable Percentages (calculated 
without regard to such Defaulting Lender’s Maximum Credit Amount) but only to the extent that 
(x) the conditions set forth in Section 6.02 are satisfied at the time of such reallocation (and, 
unless the Borrower shall have otherwise notified the Administrative Agent at such time, the 
Borrower shall be deemed to have represented and warranted that such conditions are satisfied at 
such time), and (y) such reallocation does not cause the Revolving Credit Exposure of any Non-
Defaulting Lender to exceed such Non-Defaulting Lender’s Commitment then in effect. Subject 
to Section 12.18, no reallocation hereunder shall constitute a waiver or release of any claim of 
any party hereunder against a Defaulting Lender arising from that Lender having become a 
Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-
Defaulting Lender’s increased exposure following such reallocation.
(v) 
Cash Collateral. If the reallocation described in clause (iv) above cannot, 
or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy 
available to it hereunder or under law, cash collateralize the Issuing Bank’s Fronting Exposure in 
accordance with the procedures set forth in Section 2.08(k).
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(b) 
Defaulting Lender Cure. If the Borrower, the Administrative Agent and the 
Issuing Bank agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent 
will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to 
any conditions set forth therein (which may include arrangements with respect to any cash collateral), that 
Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other 
Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause 
the Loans and funded and unfunded participations in Letters of Credit to be held pro rata by the Lenders 
in accordance with the Commitments (without giving effect to Section 2.09(a)(iv)), whereupon such 
Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with 
respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a 
Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the 
affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or 
release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.
(c) 
New Letters of Credit. So long as any Lender is a Defaulting Lender, the Issuing 
Bank shall not be required to issue, extend, renew or increase any Letter of Credit unless it is satisfied that 
it will have no Fronting Exposure after giving effect thereto.
Section 2.10 
Return of Payments.
(a) 
If Administrative Agent pays an amount to a Lender under this Agreement in the 
belief or expectation that a related payment has been or will be received by Administrative Agent from 
the Borrower and such related payment is not received by Administrative Agent, then Administrative 
Agent will be entitled to recover such amount from such Lender on demand without setoff, defense, 
counterclaim, or deduction of any kind.
(b) 
If Administrative Agent determines at any time that any amount received by 
Administrative Agent under this Agreement or any other Loan Document must be returned to any Credit 
Party or paid to any other Person pursuant to any insolvency law or otherwise, then, notwithstanding any 
other term or condition of this Agreement or any other Loan Document, Administrative Agent will not be 
required to distribute any portion thereof to any Lender. In addition, each Lender will repay to 
Administrative Agent on demand any portion of such amount that Administrative Agent has distributed to 
such Lender, together with interest at such rate, if any, as Administrative Agent is required to pay to the 
Borrower or such other Person, without setoff, counterclaim or deduction of any kind, and Administrative 
Agent will be entitled to set-off against future distributions to such Lender any such amounts (with 
interest) that are not repaid on demand.
(c) 
(i) 
If the Administrative Agent notifies a Lender, Issuing Bank, or other 
Secured Party, or any Person who has received funds on behalf of a Lender, Issuing Bank, or 
other Secured Party (any such Lender, Issuing Bank, other Secured Party or other recipient, a 
“Payment Recipient”), that the Administrative Agent has determined in its sole discretion that any 
funds received by such Payment Recipient from the Administrative Agent or any of its Affiliates 
were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such 
Payment Recipient (whether or not known to such Lender, Issuing Bank, other Secured Party or 
other Payment Recipient on its behalf) (any such funds, whether received as a payment, 
prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and 
collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a 
portion thereof), such Erroneous Payment shall at all times remain the property of the 
Administrative Agent and held in trust for the benefit of the Administrative Agent, and such 
Lender, Issuing Bank, or other Secured Party shall (or, with respect to any Payment Recipient 
who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no 
event later than two (2) Business Days thereafter, return to the Administrative Agent the amount 
of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in 
same day funds (in the currency so received), together with interest thereon in respect of each day 
from and including the date such Erroneous Payment (or portion thereof) was received by such 
Payment Recipient to the date such amount is repaid to the Administrative Agent in same day 
funds at the greater of the Federal Funds Effective Rate and a rate determined by the 
Administrative Agent in accordance with banking industry rules on interbank compensation from 
time to time in effect. A notice of the Administrative Agent to any Payment Recipient under this 
Section 2.10(c) shall be conclusive, absent manifest error.
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(ii) 
Without limiting the immediately preceding Section 2.10(c)(i), each 
Payment Recipient hereby further agrees that if it receives a payment, prepayment or repayment 
(whether received as a payment, prepayment or repayment of principal, interest, fees, distribution 
or otherwise) from the Administrative Agent (or any of its Affiliates) (x) that is in a different 
amount than, or on a different date from, that specified in a notice of payment, prepayment or 
repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such 
payment, prepayment or repayment (a “Payment Notice”), (y) that was not preceded or 
accompanied by a Payment Notice, or (z) that such Payment Recipient otherwise becomes aware 
was transmitted, or received, in error or by mistake (in whole or in part) in each case, then (1) in 
the case of immediately preceding clauses (x) or (y), an error shall be presumed to have been 
made (absent written confirmation from the Administrative Agent to the contrary) or (2) an error 
has been made (in the case of immediately preceding clause (z)), in each case, with respect to 
such payment, prepayment or repayment.
(iii) 
Each Lender, Issuing Bank and Secured Party hereby authorizes the 
Administrative Agent to set off, net and apply any and all amounts at any time owing to such 
Lender, Issuing Bank or Secured Party under any Loan Document, or otherwise payable or 
distributable by the Administrative Agent to such Lender, Issuing Bank or Secured Party from 
any source, against any amount due to the Administrative Agent under Section 2.10(c)(i) above or 
under the indemnification provisions of this Agreement.
(iv) 
Each party hereto hereby agrees that (x) in the event an Erroneous 
Payment (or portion thereof) is not recovered from any Payment Recipient that has received such 
Erroneous Payment (or portion thereof) for any reason, the Administrative Agent shall be 
contractually subrogated (irrespective of whether the Administrative Agent may be equitably 
subrogated) to all the rights of such Lender, Issuing Bank, or other Secured Party under the Loan 
Documents with respect to such amount, and (y) an Erroneous Payment shall not pay, 
prepay,repay, discharge or otherwise satisfy any Indebtedness owed by the Borrower or any other 
Credit Party, except, in each case, to the extent such Erroneous Payment is, and solely with 
respect to the amount of such Erroneous Payment that is, comprised of funds received by the 
Administrative Agent from the Borrower or any other Credit Party for the purpose of making a 
payment on the Indebtedness.
(v) 
To the extent permitted by any applicable law, no Payment Recipient 
shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to 
waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any 
demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous 
Payment received, including without limitation waiver of any defense based on “discharge for 
value” or any similar doctrine.
(vi) 
Each party’s obligations, agreements and waivers under this Section 
2.10(c) shall survive the resignation or replacement of the Administrative Agent or any transfer of 
rights or obligations by, or the replacement of, a Lender, Issuing Bank, or other Secured Party, the 
termination of any Commitment or the repayment, satisfaction or discharge of all Indebtedness (or 
any portion thereof) under any Loan Document.
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ARTICLE III
PAYMENTS OF PRINCIPAL AND INTEREST; PREPAYMENTS; FEES
Section 3.01 Repayment of Loans. Each Borrower hereby jointly and severally, and 
unconditionally, promises to pay to the Administrative Agent for the account of each Lender the then 
unpaid principal amount of each Loan on the Termination Date.
Section 3.02 
Interest.
(a) 
ABR Loans. The Loans comprising each ABR Borrowing shall bear interest at the 
Alternate Base Rate plus the Applicable Margin, but in no event to exceed the Highest Lawful Rate.
(b) 
Term Benchmark Loans. The Loans comprising each Term Benchmark 
Borrowing shall bear interest at Adjusted Term SOFR, or, if applicable, a Benchmark Replacement, for 
the Interest Period in effect for such Borrowing plus the Applicable Margin, but in no event to exceed the 
Highest Lawful Rate. Without limitation of any of the foregoing, but for the sake of clarity, during any 
period when the Borrowing Base Utilization Percentage is in any particular category, the Applicable 
Margin for such category (as set forth in the pricing grid included within definition of “Applicable 
Margin” herein) will apply with respect to all interest, fees and other Indebtedness calculated using such 
Applicable Margin respecting each Loan, as applicable (except to the extent otherwise expressly provided 
for in such pricing grid and/or elsewhere in this Agreement to the contrary).
(c) 
Post-Default Rate. Notwithstanding the foregoing, if any Event of Default or 
Borrowing Base Deficiency has occurred and is continuing, then all outstanding principal, fees (including 
fees payable pursuant to Section 3.05), Indebtedness and other obligations under any Loan Document 
shall automatically bear interest at a rate per annum of two percent (2%) plus the rate applicable to (A) in 
the case of principal, such Loans as provided in Section 3.02(a), (b) or (c), as applicable or (B) in the case 
of fees and other obligations (including pursuant to Section 3.04(c)), ABR Loans as provided in Section 
3.02(a) or (c) (including, in each case, the Applicable Margin), but in no event to exceed the Highest 
Lawful Rate, and shall be payable on demand by the Administrative Agent (the “Post-Default Rate”).
(d) 
Interest Payment Dates. Accrued interest on each Loan shall be payable in arrears 
on each Interest Payment Date for such Loan and on the Termination Date; provided that (i) interest 
accrued pursuant to Section 3.02(c) shall be payable on demand, or if no demand has been made, on each 
Interest Payment Date, (ii) in the event of any repayment or prepayment of any Loan (other than an 
optional prepayment of an ABR Loan prior to the Termination Date), accrued interest on the principal 
amount repaid or prepaid shall be payable on the date of such repayment or prepayment, and (iii) in the 
event of any conversion of any Term Benchmark Loan prior to the end of the current Interest Period 
therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.
(e) 
Interest Rate Computations. All interest hereunder shall be computed on the basis 
of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case 
interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), except that 
interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based 
on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in 
each case shall be payable for the actual number of days elapsed (including the first day but excluding the 
last day). The applicable Alternate Base Rate, Adjusted Term SOFR, Term SOFR or any alternative, 
successor or replacement rate thereto (including any Benchmark Replacement) shall be determined by the 
Administrative Agent, and such determination shall be conclusive absent manifest error, and be binding 
upon the parties hereto.
(f) 
Conforming Changes. In connection with the use or administration of Adjusted 
Term SOFR, Term SOFR or any alternative, successor or replacement rate thereto (including any 
Benchmark Replacement), the Administrative Agent will have the right to make Conforming Changes 
from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, 
any amendments implementing such Conforming Changes will become effective without any further 
action or consent of any other party to this Agreement or any other Loan Document. The Administrative 
Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Conforming 
Changes in connection with the use or administration of Adjusted Term SOFR, Term SOFR or any 
alternative, successor or replacement rate thereto (including any Benchmark Replacement).
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Section 3.03 
Changed Circumstances.
(a) 
Circumstances Affecting Term Benchmark Availability. Subject to clause (c) 
below, in connection with any request for a Term Benchmark Loan or a continuation thereof or a 
conversion thereto or otherwise, if for any reason the Administrative Agent shall determine (which 
determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” or, if 
applicable, the then- current “Benchmark Replacement” cannot be determined pursuant to the definition 
thereof on or prior to the first day of any Interest Period, then the Administrative Agent shall promptly 
give written notice thereof to the Borrower. Upon written notice thereof by the Administrative Agent to 
the Borrower, (i) any obligation of the Lenders to make Term Benchmark Loans, and any right of the 
Borrower to convert any Loan into or continue any Loan as a Term Benchmark Loan, shall be suspended 
(to the extent of the affected Term Benchmark Loans or the affected Interest Periods) until the 
Administrative Agent revokes such notice and (ii) if such determination affects the calculation of 
Alternate Base Rate, the Administrative Agent shall during the period of such suspension compute 
Alternate Base Rate without reference to clause (c) of the definition of “Alternate Base Rate” until the 
Administrative Agent revokes such notice. Upon receipt of such notice, (A) the Borrower may revoke any 
pending request for a borrowing of or continuation of or a conversion to Term Benchmark Loans (to the 
extent of the affected Term Benchmark Loans or the affected Interest Periods) or, failing that, the 
Borrower will be deemed to have converted any such request into a request for a borrowing of or 
conversion to ABR Loans in the amount specified therein and (B) any outstanding affected Term 
Benchmark Loans will be deemed to have been converted into ABR Loansimmediately or at the end of 
the applicable Interest Period. Upon any such prepayment or conversion, the Borrower shall also pay any 
additional amounts required pursuant to Section 5.02.
(b) 
Laws Affecting Term Benchmark Availability. If, after the date hereof, the 
introduction of, or any change in, any applicable law or any change in the interpretation or administration 
thereof by any Governmental Authority, central bank or comparable agency charged with the 
interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective 
lending offices) with any request or directive (whether or not having the force of law) of any such 
Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any 
of the Lenders (or any of their respective lending offices) to honor its obligations hereunder to make or 
maintain any Term Benchmark Loan, or to determine or charge interest based upon SOFR, Adjusted 
Term SOFR, Term SOFR or any alternative, successor or replacement rate thereto (including any 
Benchmark Replacement),such Lender shall promptly give notice thereof to the Administrative Agent and 
the Administrative Agent shall promptly give written notice to the Borrower and the other Lenders. 
Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist 
(which such notice shall be given by the Administrative Agent promptly after such circumstances cease to 
exist), (i) any obligation of the Lenders to make Term Benchmark Loans, and any right of the Borrower to 
convert any Loan or continue any Loan as a Term Benchmark Loan, shall be suspended and (ii) if 
necessary to avoid such illegality, the Administrative Agent shall compute the Alternate Base Rate 
without reference to clause (c) of the definition of “Alternate Base Rate”, in each case until each such 
affected Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to 
such determination no longer exist (which such notice shall be given by the Administrative Agent 
promptly after such circumstances cease to exist). Upon receipt of such notice, (A) the Borrower shall, if 
necessary to avoid such illegality, upon demand from any Lender (with a copy to the Administrative 
Agent), prepay or, if applicable, convert all Term Benchmark Loans to ABR Loans (in each case, if 
necessary to avoid such illegality, the Administrative Agent shall compute the Alternate Base Rate 
without reference to clause (c) of the definition of “Alternate Base Rate”), on the last day of the Interest 
Period therefor, if all affected Lenders may lawfully continue to maintain such Term Benchmark Loans, 
to such day, or immediately, if any Lender may not lawfully continue to maintain such Term Benchmark 
Loans to such day and (B) if necessary to avoid such illegality, the Administrative Agent shall during the 
period of such suspension compute the Alternate Base Rate without reference to clause (c) of the 
definition of “Alternate Base Rate”, in each case until the Administrative Agent is advised in writing by 
each affected Lender that it is no longer illegal for such Lender to determine or charge interest rates based 
upon SOFR, Adjusted Term SOFR, Term SOFR or any alternative, successor or replacement rate thereto 
(including any Benchmark Replacement). Upon any such prepayment or conversion, the Borrower shall 
also pay any additional amounts required pursuant to Section 5.02.
(c) 
Benchmark Replacement Setting.
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(i) 
Benchmark Replacement. Notwithstanding anything to the contrary herein 
or in any other Loan Document, upon the occurrence of a Benchmark Transition Event, the 
Administrative Agent may amend this Agreement to replace the then-current Benchmark with a 
Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will 
become effective at 5:00 p.m. (Tulsa, time) on the fifth (5th) Business Day after the Administrative 
Agent has posted such proposed amendment to all Lenders and the Borrower so long as the 
Administrative Agent has not received, by such time, written notice of objection to such 
amendment from Lenders comprising the Required Lenders. No replacement of a Benchmark with 
a Benchmark Replacement pursuant to this Section 3.03(c) will occur prior to the applicable 
Benchmark Transition Start Date.
(ii) 
Benchmark Replacement Conforming Changes. In connection with the 
use,  administration,  adoption  or  implementation  of  a  Benchmark  Replacement,  the
Administrative Agent will have the right to make Conforming Changes from time to time and, 
notwithstanding anything to the contrary herein or in any other Loan Document, any amendments 
implementing such Conforming Changes will become effective without any further action or 
consent of any other party to this Agreement or any other Loan Document.
(iii) 
Notices; Standards for Decisions and Determinations. The Administrative 
Agent will promptly notify the Borrower and the Lenders in writing of (A) the implementation of 
any Benchmark Replacement and (B) the effectiveness of any Conforming Changes in connection 
with the use, administration, adoption or implementation of a Benchmark Replacement. The 
Administrative Agent will promptly notify the Borrower in writing of the removal or 
reinstatement of any tenor of a Benchmark pursuant to Section 3.03(c)(iv). Any determination, 
decision or election that may be made by the Administrative Agent or, if applicable, any Lender 
(or group of Lenders) pursuant to this Section 3.03(c), including any determination with respect 
to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or 
date and any decision to take or refrain from taking any action or any selection, will be conclusive 
and binding absent manifest error and may be made in its or their sole discretion and without 
consent from any other party to this Agreement or any other Loan Document, except, in each 
case, as expressly required pursuant to this Section 3.03(c), and shall not be a basis of any claim 
of liability of any kind or nature by any party hereto, all such claims being hereby waived 
individually by each party hereto.
(iv) 
Unavailability of Tenor of Benchmark. Notwithstanding anything to the 
contrary herein or in any other Loan Document, at any time (including in connection with the 
implementation of a Benchmark Replacement), (A) if the then-current Benchmark is a term rate 
(including Term SOFR) and either (1) any tenor for such Benchmark is not displayed on a screen 
or other information service that publishes such rate from time to time as selected by the 
Administrative Agent in its reasonable discretion or (2) the administrator of such Benchmark or 
the regulatory supervisor for the administrator of such Benchmark has provided a public 
statement or publication of information announcing that any tenor for such Benchmark is not or 
will not be representative or in compliance with or aligned with the International Organization of 
Securities Commissions (IOSCO) Principles for Financial Benchmarks, then the Administrative 
Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for 
any Benchmark settings at or after such time to remove such unavailable, non- representative, 
non-compliant or non-aligned tenor and (B) if a tenor that was removed pursuant to clause (A) 
above either (1) is subsequently displayed on a screen or information service for a Benchmark 
(including a Benchmark Replacement) or (2) is not, or is no longer, subject to an announcement 
that it is not or will not be representative or in compliance with or aligned with the International 
Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks for a 
Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify 
the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark 
settings at or after such time to reinstate such previously removed tenor.
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(v) 
Benchmark Unavailability Period. Upon the Borrower’s receipt of 
written notice of the commencement of a Benchmark Unavailability Period, the Borrower may 
revoke any pending request for a Borrowing of, conversion to or continuation of Term 
Benchmark Loans to be made, converted or continued during any Benchmark Unavailability 
Period and, failing that, the Borrower will be deemed to have converted any such request into a 
request for a Borrowing of or conversion to ABR Loans and any outstanding affected Term 
Benchmark Loans will be deemed to have been converted to ABR Loans at the end of the 
applicable Interest Period. During a Benchmark Unavailability Period or at any time that a tenor 
for the then-current Benchmark is not an Available Tenor, the component of the Alternate Base
Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, 
will not be used in any determination of the Alternate Base Rate.
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Section 3.04 
Prepayments.
(a) 
Optional Prepayments. The Borrower shall have the right at any time and from 
time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with 
Section 3.04(b).
(b) 
Notice and Terms of Optional Prepayment. The Borrower shall notify the 
Administrative Agent by telephone (confirmed by e-mail or other electronic communication) of any 
prepayment hereunder (i) in the case of prepayment of a Term Benchmark Borrowing, not later than 
12:00 noon, Tulsa, Oklahoma time, three Business Days before the date of prepayment, or (ii) in the case 
of prepayment of an ABR Borrowing, not later than 12:00 noon, Tulsa, Oklahoma time, one Business 
Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the 
prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid. Promptly 
following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the 
Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that 
would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 
2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid 
Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 3.02, 
any payments to the extent required by Section 5.02 or any premium or penalty payment incurred under 
any Swap Agreement as a result therefrom.
(c) 
Mandatory Prepayments.
(i) 
If, after giving effect to any termination or reduction of the Aggregate 
Maximum Credit Amounts pursuant to Section 2.06(b), the total Revolving Credit Exposure 
exceeds the Loan Limit, then the Borrower shall (I) prepay the Borrowings on the date of such 
termination or reduction in an aggregate principal amount equal to such excess, and (II) if any 
excess remains after prepaying all of the Borrowings as a result of an LC Exposure, deposit with 
the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as 
cash collateral as provided in Section 2.08(j).
(ii) 
Upon any redetermination of or adjustment to the amount of the 
Borrowing Base in accordance with Section 2.07 (other than Section 2.07(e)), if a Borrowing 
Base Deficiency shall result therefrom, then the Borrower shall, within ten (10) days of receipt of 
a New Borrowing Base Notice in accordance with Section 2.07(d) (the date of receipt of any such 
notice, the “Deficiency Notification Date”), furnish to the Administrative Agent a written notice 
of its election to eliminate such Borrowing Base Deficiency by (w) prepaying the Borrowings 
and/or deposit of cash collateral in an aggregate principal amount equal to such Borrowing Base 
Deficiency within thirty (30) days after the Deficiency Notification Date, (x) repaying such 
Borrowing Base Deficiency in six (6) equal and consecutive monthly installments, the first 
installment being due and payable thirty (30) days after the Deficiency Notification Date, and 
each subsequent installment being due and payable on the same day in each of the five (5) 
subsequent calendar months, (y) granting to the Administrative Agent, as security for the 
Indebtedness, an Acceptable Security Interest on additional Proved Oil and Gas Properties of the 
Credit Parties or other collateral acceptable to the Required Lenders in their sole and reasonable 
discretion (together with title information with respect thereto acceptable to the Administrative 
Agent), in either case, that are not already subject to an Acceptable Security Interest pursuant to 
of the Security Instruments such that after giving effect thereto, the Borrowing Base is increased 
by an amount at least equal to such Borrowing Base Deficiency within thirty (30) days after the 
Deficiency Notification Date; provided that in no event may the Borrower elect the option 
specified in this clause (y) if fewer than ninety (90) days remain until the Maturity Date, or (z) 
effecting any combination of the foregoing clauses (w), (x) and (y) above in a manner acceptable 
to Administrative Agent in amounts necessary to eliminate such Borrowing Base Deficiency 
indicating the amount to be prepaid and the amount to be provided as additional Collateral, and 
make such payment and deliver such additional Collateral within the time required under clauses 
(w), (x) and/or (y) above; provided that all payments required to be made pursuant to this Section 
3.04(c)(ii) must be made on or prior to the Termination Date. In the event the Borrower fails to 
provide such written notice to the Administrative Agent within the ten (10) day period referred to 
above, the Borrower shall be deemed to have irrevocably elected the option set forth in clause (x) 
above. The failure of the Borrower to comply with any of the options elected (including any 
deemed election) pursuant to the provisions of this Section 3.04(c)(ii) and specified in such notice 
(or relating to such deemed election) shall constitute an Event of Default. If a Borrowing Base 
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Deficiency remains after prepaying all of the Borrowings as a result of an LC Exposure, the 
Borrower shall deposit with the Administrative Agent on behalf of the Lenders an amount equal 
to such Borrowing Base Deficiency to be held as cash collateral as provided in Section 2.08(j).
(iii) 
Upon any adjustment to the Borrowing Base pursuant to Section 2.07(e) 
or Section 8.13(c), if a Borrowing Base Deficiency shall result therefrom, then the Borrower shall
(A) prepay the Borrowings in an aggregate principal amount equal to such Borrowing Base 
Deficiency, and (B) if a Borrowing Base Deficiency remains after prepaying all of the 
Borrowings as a result of LC Exposure, deposit with the Administrative Agent on behalf of the 
Lenders an amount equal to such Borrowing Base Deficiency to be held as cash collateral as 
provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or 
deposit of cash collateral on or prior to the date of such adjustment to the Borrowing Base; 
provided that in all cases, the Borrowing Base Deficiency must be eliminated on or prior to the 
Termination Date.
(iv) 
Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be 
applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Term 
Benchmark Borrowings then outstanding, and if more than one Term Benchmark Borrowing is 
then outstanding, to each such Term Benchmark Borrowing in order of priority beginning with the 
Term Benchmark Borrowing with the least number of days remaining in the Interest Period 
applicable thereto and ending with the Term Benchmark Borrowing with the most number of days 
remaining in the Interest Period applicable thereto.
(v) 
Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be 
applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this 
Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02; 
provided that if Borrower elects to cure any Borrowing Base Deficiency pursuant to clause (x) of 
Section 3.04(c)(ii), their interest shall accrue on such prepayment amounts in accordance with 
Section 3.02(c).
(d) 
No Premium or Penalty. Prepayments required under this Section 3.04 shall be 
without premium or penalty, except as required under Section 5.02.
Section 3.05 
Fees.
(a) 
Commitment Fees. Except as otherwise provided in Section 2.09(a)(iii), the 
Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee, 
which shall accrue at the applicable Commitment Fee Rate as more particularly described in the 
Applicable Margin definition on the daily amount of the unused amount of the Commitment of such 
Lender during the period from and including the Effective Date to but excluding the Termination Date (it 
being understood that LC Exposure shall constitute usage of the Commitments for purposes of this 
Section 3.05(a)), (determined on a daily basis), in an amount equal to the product of (i) the actual daily 
Borrowing Base Utilization Percentage then in effect at such time (computed on the basis of a calendar 
year of 360 days but assessed for the actual number of days elapsed during each quarterly accrual period) 
and (ii) such Commitment Fee Rate, as of such date, as set forth in the definition of Applicable Margin 
(as more particularly described thereunder). Accrued commitment fees shall be payable in arrears on the 
last day of March, June, September and December of each year and on the Termination Date, 
commencing on the first such date to occur after the date hereof. All commitment fees shall be computed 
on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in 
which case such commitment fees shall be computed on the basis of a year of 365 days (or 366 days in a 
leap year), and shall be payable for the actual number of days elapsed (including the first day but 
excluding the last day).
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(b) 
Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent 
for the account of each Lender a participation fee with respect to its participations in Letters of Credit, 
which shall accrue at the applicable Letter of Credit fee rate as more particularly described in the 
Applicable Margin definition on the daily amount of such Lender’s LC Exposure (excluding any portion 
thereof attributable to unreimbursed LC Disbursements) during the period from and including the 
Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and 
the date on which such Lender ceases to have any LC Exposure, which rate shall be equal to the 
applicable rate then in effect hereunder in accordance with the pricing grid included within definition of 
Applicable Margin herein, based upon the applicable Borrowing Base Utilization Percentage then in 
effect in accordance with such pricing grid (all as more particularly set forth within such definition of 
Applicable Margin hereunder), (ii) to the Issuing Bank a fronting fee which shall accrue at the rate of 
0.125% per annum on the daily amount of the LC Exposure (excluding any portion thereof attributable to 
unreimbursed LC Disbursements) during the period from and including the date any additional Lender 
enters into the facility under this Agreement to but excluding the later of the date of termination of the 
Commitments and the date on which there ceases to be any LC Exposure, provided that in no event shall 
such fee be less than $500 during any quarter, and (iii) to the Issuing Bank, for its own account, its 
standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or 
processing of drawings thereunder, including, but not limited to, a documentation fee of $250 upon each 
issuance, renewal or extension of any Letter of Credit. Participation fees and fronting fees accrued 
through and including the last day of March, June, September and December of each year shall be 
payable on the third Business Day following such last day, commencing on the first such date to occur 
after the Effective Date; provided that all such fees shall be payable on the Termination Date and any 
such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to the 
Issuing Bank pursuant to this Section 3.05(b) shall be payable within 10 days after demand. All 
participation fees and fronting fees shall be computed on the basis of a year of 360 days, unless such 
computation would exceed any applicable Highest Lawful Rate, in which case such fees shall be 
computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the 
actual number of days elapsed (including the first day but excluding the last day).
(c) 
Loan Origination Upfront Fees. On the Effective Date, Borrower shall pay to 
Administrative Agent, on behalf of each Lender’s Applicable Percentage, an upfront fee, in consideration 
for each Lender’s willingness to extend its Commitment and Applicable Percentage of the Loans to 
Borrower, all in accordance with this Agreement and the other Loan Documents, in an aggregate amount 
equal to Sixty Thousand and No/100ths Dollars ($60,000.00), which upfront fee shall be fully earned by 
each Lender and shall be non-refundable to Borrower as of the Effective Date.
(d) 
Borrowing Base Increase Fees. The Borrower agrees to pay to the Administrative 
Agent, for the account of each Lender then party to this Agreement, ratably in accordance with its
Applicable Percentage, a Borrowing Base increase fee in an amount to be agreed by the Lenders and the 
Borrower in respect of any increase to the Borrowing Base, payable on the effective date of any such 
increase.
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Section 3.06  Indemnity. The Borrower hereby indemnifies the Administrative Agent, each 
Lender and the Issuing Bank against any loss, cost or expense (including any loss, cost or expense arising 
from the liquidation or reemployment of funds) which may arise, be attributable to or result due to or as a 
consequence of (a) any failure by the Borrower to make any payment when due of any amount due 
hereunder in connection with a Term Benchmark Loan, (b) any failure of the Borrower to borrow or 
continue or convert a Term Benchmark Loan on a date specified therefor in a Borrowing Request, (c) any 
failure of the Borrower to prepay any Term Benchmark Loan on a dated specified therefor in any notice 
of prepayment (regardless of whether any such notice may be revoked and is revoked pursuant to this 
Agreement), (d) any payment, prepayment or conversion of any Term Benchmark Loan on a date other 
than on a date other than the last day of the Interest Period therefor (including as a result of an Event of 
Default) or (e) the assignment of any Term Benchmark Loan other than on the last day of the Interest 
Period applicable thereto as a result of a request by the Borrower pursuant to this Agreement. A certificate 
of the Administrative Agent, such Lender or the Issuing Bank setting forth the basis for determining such 
amount or amounts necessary to compensate such party shall be forwarded to the Borrower through the 
Administrative Agent and shall be conclusively presumed to be correct save for manifest error. All of the 
obligations of the Credit Parties under this Section 3.06 shall survive the resignation or replacement of the 
Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of 
the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan 
Document.
ARTICLE IV
PAYMENTS; PRO RATA TREATMENT; SHARING OF SET-OFFS
Section 4.01 
Payments Generally; Pro Rata Treatment; Sharing of Set-offs.
(a) 
Payments by the Borrower. The Borrower shall make each payment required to 
be made by it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or of 
amounts payable under Section 5.01, Section 5.02, Section 5.03 or otherwise) prior to 12:00 noon, Tulsa, 
Oklahoma time, on the date when due, in immediately available funds, without defense, deduction, 
recoupment, set-off or counterclaim. Fees, once paid, shall be fully earned and shall not be refundable 
under any circumstances, absent manifest error. Any amounts received after such time on any date may, 
in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding 
Business Day for purposes of calculating interest thereon. All such payments shall be made to the 
Administrative Agent at its offices specified in Section 12.01, except payments to be made directly to the 
Issuing Bank as expressly provided herein and except that payments pursuant to Section 5.01, Section 
5.02, Section 5.03 and Section 12.03 shall be made directly to the Persons entitled thereto. The 
Administrative Agent shall distribute any such payments received by it for the account of any other 
Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be 
due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding 
Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the 
period of such extension. All payments hereunder shall be made in Dollars.
(b) 
Application of Insufficient Payments. If at any time insufficient funds are 
received by and available to the Administrative Agent to pay fully all amounts of principal, unreimbursed 
LC Disbursements, interest and fees then due hereunder, then, subject to Section 10.02(c), such funds 
shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the 
parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and 
(ii) second, towards payment of principal and unreimbursed LC Disbursements then due hereunder, 
ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed 
LC Disbursements then due to such parties.
(c) 
Sharing of Payments by Lenders. If any Lender shall, by exercising any right of 
set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its 
Loans or participations in LC Disbursements resulting in such Lender receiving payment of a greater 
proportion of the aggregate amount of its Loans and participations in LC Disbursements and accrued 
interest thereon than the proportion received by any other Lender, then the Lender receiving such greater 
proportion shall purchase (for cash at face value) participations in the Loans and participations in LC 
Disbursements of other Lenders to the extent necessary so that the benefit of all such payments shall be 
shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued 
interest on their respective Loans and participations in LC Disbursements; provided that (i) if any such 
participations are purchased and all or any portion of the payment giving rise thereto is recovered, such 
participations shall be rescinded and the purchase price restored to the extent of such recovery, without 
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interest, and (ii) the provisions of this Section 4.01(c) shall not be construed to apply to any payment 
made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any 
payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of 
its Loans or participations in LC Disbursements to any assignee or participant, other than to the Borrower 
or any Subsidiary or Affiliate thereof (as to which the provisions of this Section 4.01(c) shall apply). The 
Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable 
law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise 
against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such 
Lender were a direct creditor of the Borrower in the amount of such participation.
Section 4.02  Presumption of Payment by the Borrower. Unless the Administrative Agent shall 
have received notice from the Borrower prior to the date on which any payment is due to the 
Administrative Agent for the account of the Lenders or the Issuing Bank that the Borrower will not make 
such payment, the Administrative Agent may assume that the Borrower has made such payment on such 
date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the 
Issuing Bank, as the case may be, the amount due. In such event, if the Borrower has not in fact made 
such payment, then each of the Lenders or the Issuing Bank, as the case may be, severally agrees to repay 
to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing 
Bank with interest thereon, for each day from and including the date such amount is distributed to it to but 
excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective 
Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on 
interbank compensation.
Section 4.03  Deductions by the Administrative Agent. If any Lender shall fail to make any 
payment required to be made by it pursuant to Section 2.05(a), Section 2.08(d), Section 2.08(e), Section
4.02 or otherwise hereunder, then the Administrative Agent may, in its sole discretion (notwithstanding 
any contrary provision hereof), (a) apply any amounts thereafter received by the Administrative Agent for 
the account of such Lender to satisfy such Lender’s obligations under such Sections until all such 
unsatisfied obligations are fully paid or (b) hold any such amounts in a segregated account as cash 
collateral for, and application to, any future funding obligations of such Lender hereunder, in the case of 
each of clauses (a) and (b) above, in any order as determined by the Administrative Agent in its sole 
discretion. After acceleration or maturity of the Loans, all principal will be paid ratably as provided in 
Section 10.02(c).
Section 4.04  Collection of Proceeds of Production. The Security Instruments comprised of 
Mortgages contain an assignment by one or more Credit Parties to and in favor of the Administrative 
Agent for the benefit of the Secured Parties of all of such Credit Party’s interest in and to production and 
all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property, 
including, without limitation, to each applicable Advance Payment Contract with respect thereto. Without
limitation of any of the foregoing, all of the Security Instruments (including, without limitation, the 
Mortgages) grant an Acceptable Security Interest in all Collateral encumbered thereby, and further 
provide in general for the application of such proceeds to the satisfaction of the Indebtedness and other 
obligations described therein and secured thereby. Notwithstanding the terms of any such assignment 
contained in such Security Instruments constituting Mortgages, unless an Event of Default has occurred 
and is continuing, (a) the Administrative Agent and the Secured Parties agree that they will neither notify 
the Purchaser(s) of such production nor take any other action to cause such proceeds to be remitted to the 
Administrative Agent or the Secured Parties, but the Administrative Agent and the Secured Parties will 
instead permit such proceeds to be paid to and retained by the Credit Parties and (b) the Secured Parties 
hereby authorize the Administrative Agent to take such actions as may be necessary or advisable to cause 
such proceeds to be paid to the Credit Parties.
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ARTICLE V
INCREASED COSTS; BREAK FUNDING PAYMENTS; TAXES; ILLEGALITY
Section 5.01 
Increased Costs.
(a) 
Changes in Law. If any Change in Law shall:
(i) 
impose, modify or deem applicable any reserve, special deposit or similar 
requirement against assets of, deposits with or for the account of, or credit extended by, any Lender 
(except any such reserve requirement reflected in Adjusted Term SOFR or, if applicable, a 
Benchmark Replacement) or the Issuing Bank;
(ii) 
subject any Lender or the Issuing Bank to any Taxes (other than
(A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of 
Excluded Taxes, or (C) Other Connection Taxes that are imposed on or measured by net or gross 
income (however denominated) or that are franchise Taxes, branch profits Taxes, or similar 
Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its 
deposits, reserves, other liabilities or capital attributable thereto; or
(iii) 
impose on any Lender or the Issuing Bank any other condition (other 
than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or 
participation therein;
and the result of any of the foregoing shall be to increase the cost to such Lender of making, continuing, 
converting or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to 
increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter 
of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce 
the amount of any sum received or receivable by such Lender or the Issuing Bank (whether of principal, 
interest or otherwise), then the Borrower will pay to such Lender or the Issuing Bank such additional 
amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such 
additional costs incurred or reduction suffered.
(b) 
Capital Requirements. If any Lender or the Issuing Bank determines that any 
Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the 
rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the 
Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or 
participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing 
Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s 
holding company could have achieved but for such Change in Law (taking into consideration such 
Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding 
company with respect to capital adequacy or liquidity), then from time to time, upon receipt of a 
certificate described in the following subsection (c), the Borrower will pay to such Lender or the Issuing 
Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the 
Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered.
(c) 
Certificates. A certificate of a Lender or the Issuing Bank setting forth the 
amount or amounts necessary to compensate such Lender or the Issuing Bank or its holding company, as 
the case may be, as specified in Section 5.01(a) or (b) shall be delivered to the Borrower and shall be 
conclusive absent manifest error. The Borrower shall pay such Lender or the Issuing Bank, as the case 
may be, the amount shown as due on any such certificate within 10 days after receipt thereof.
(d) 
Effect of Failure or Delay in Requesting Compensation. Failure or delay on the 
part of any Lender or the Issuing Bank to demand compensation pursuant to this Section 5.01 shall not 
constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation; provided 
that the Borrower shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section
5.01 for any increased costs or reductions incurred more than nine months prior to the date that such 
Lender or the Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to 
such increased costs or reductions and of such Lender’s or the Issuing Bank’s intention to claim 
compensation therefor; provided, further that, if the Change in Law giving rise to such increased costs or 
reductions is retroactive, then the nine month period referred to above shall be extended to include the 
period of retroactive effect thereof.
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Section 5.02   Break Funding Payments. In the event of (a) the payment of any principal of any 
Term Benchmark Loan other than on the last day of an Interest Period applicable thereto (including as a 
result of an Event of Default), (b) the conversion of any Term Benchmark Loan other than on the last day 
of the Interest Period applicable thereto (including as a result of an Event of Default), (c) the failure to 
borrow, convert, continue or prepay any Term Benchmark Loan on the date specified in any notice 
delivered pursuant hereto, or (d) the assignment of any Term Benchmark Loan other than on the last day 
of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 5.05, 
then, in any such event, the Borrower shall compensate each Lender for any loss, cost and expense 
attributable to such event, including any loss, cost or expense arising from the liquidation or 
redeployment of funds. In the case of a Term Benchmark Loan, such loss, cost or expense to any Lender 
shall be deemed to include an amount determined by such Lender to be the excess, if any, of (x) the 
amount of interest which would have accrued on the principal amount of such Loan had such event not 
occurred, at Adjusted Term SOFR or, if applicable, a Benchmark Replacement that would have been 
applicable to such Loan, for the period from the date of such event to the last day of the then current 
Interest Period therefor (or, in the case of a failure to borrow, convert, continue or prepay, for the period 
that would have been the Interest Period for such Loan), over
(y) the amount of interest which would accrue on such principal amount for such period at the interest rate 
which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a 
comparable amount and period from other banks in the Term Benchmark market.
A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to 
receive pursuant to this Section 5.02 shall be delivered to the Borrower and shall be conclusive absent 
manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate 
within thirty (30) days after receipt thereof.
Section 5.03 
Taxes.
(a) 
Payments Free of Taxes. Any and all payments by or on account of any obligation 
of the Borrower or any Guarantor under any Loan Document shall be made free and clear without 
deduction or withholding for any Taxes; provided that if the Borrower or any Guarantor shall be required 
by applicable law (as determined in the good faith discretion of an applicable Withholding Agent) to 
deduct or withhold any Taxes from such payments, then (i) if such Tax is an Indemnified Tax, the sum 
payable by the Borrower shall be increased as necessary so that after making all such required deductions 
or withholdings (including deductions or withholdings of Indemnified Taxes applicable to additional sums 
payable under this Section 5.03(a)), the Administrative Agent, Lender or Issuing Bank, as the case may be, 
receives an amount equal to the sum it would have received had no such deductions or withholdings been 
made, (ii) the Borrower or such Guarantor shall make such deductions or withholdings of Taxes, and (iii) 
the Borrower or such Guarantor shall timely pay the full amount deducted or withheld to the relevant 
Governmental Authority in accordance with applicable law.
(b) 
Payment of Other Taxes by the Borrower. Without limiting the provisions of 
Section 5.03(a), the Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in 
accordance with applicable law or, at the option of the Administrative Agent, timely reimburse the 
Administrative Agent for the payment of any Other Taxes that have been paid by the Administrative 
Agent.
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(c) 
Indemnification by the Borrower. The Borrower and each Guarantor shall jointly 
and severally indemnify the Administrative Agent, each Lender and the Issuing Bank, within ten (10) 
days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes payable 
or paid by, or required to be withheld or deducted from a payment to, the Administrative Agent, such 
Lender or the Issuing Bank, as the case may be, on or with respect to any payment by or on account of 
any obligation of the Borrower hereunder (including Indemnified Taxes or Other Taxes imposed or 
asserted on or attributable to amounts payable under this Section 5.03) and any penalties, interest and 
reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or 
Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A 
certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or the 
Issuing Bank (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf 
or on behalf of a Lender or the Issuing Bank, shall be conclusive absent manifest error.
(d) 
Indemnification by the Lenders. Each Lender shall severally indemnify the 
Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to 
such Lender (but only to the extent that the Borrower has not already indemnified the Administrative 
Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so), (ii) any 
Taxes attributable to such Lender’s failure to comply with the provisions of Section 12.04(c) relating to 
the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in 
each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, 
and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were 
correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the 
amount of such payment or liability delivered to any Lender by the Administrative Agent shall be 
conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and 
apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise 
payable by the Administrative Agent to the Lender from any other source against any amount due to the 
Administrative Agent under this clause (d).
(e) 
Evidence of Payments. As soon as practicable after any payment of Taxes by the 
Borrower or any Guarantor to a Governmental Authority pursuant to this Section 5.03, the Borrower shall 
deliver to the Administrative Agent the original or a certified copy of a receipt issued by such 
Governmental Authority evidencing such payment, a copy of the return reporting such payment or other 
evidence of such payment reasonably satisfactory to the Administrative Agent.
(f) 
Status of Lenders.
(i) 
Any Lender that is entitled to an exemption from or reduction of 
withholding Tax with respect to payments made under any Loan Document shall deliver to the 
Borrower and the Administrative Agent, at the time or times reasonably requested by the 
Borrower or the Administrative Agent, such properly completed and executed documentation 
reasonably requested by the Borrower or the Administrative Agent as will permit such payments 
to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if 
reasonably requested by the Borrower or the Administrative Agent, shall deliver such other 
documentation prescribed by applicable law or reasonably requested by the Borrower or the 
Administrative Agent as will enable the Borrower or the Administrative Agent to determine 
whether or not such Lender is subject to backup withholding or information reporting 
requirements. Notwithstanding anything to the contrary in the preceding two sentences, the 
completion, execution and submission of such documentation (other than such documentation set 
forth in Section 5.03(f)(ii)(A), Section 5.03(f)(ii)(B) and Section 5.03(g) below) shall not be 
required if in the Lender’s reasonable judgment such completion, execution or submission would 
subject such Lender to any material unreimbursed cost or expense or would materially prejudice 
the legal or commercial position of such Lender.
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(ii) 
Without limiting the generality of the foregoing,
(A) 
any Lender that is a U.S. Person shall deliver to the Borrower and 
the Administrative Agent on or prior to the date on which such Lender becomes a Lender 
under this Agreement (and from time to time thereafter upon the reasonable request of the 
Borrower or the Administrative Agent), executed originals of IRS Form W-9 (or 
applicable successor form) certifying that such Lender is exempt from United States 
federal backup withholding tax;
(B) 
any Foreign Lender shall, to the extent it is legally entitled to do 
so, deliver to the Borrower and the Administrative Agent (in such number of copies as 
shall be requested by the recipient) on or prior to the date on which such Foreign Lender 
becomes a Lender under this Agreement (and from time to time thereafter upon the 
reasonable request of the Borrower or the Administrative Agent), whichever of the 
following is applicable:
(1) 
in the case of a Foreign Lender claiming the benefits of 
an income tax treaty to which the United States is a party (x) with respect to 
payments of interest under any Loan Document, executed originals of IRS Form 
W-8BEN (or applicable successor form) (or IRS Form W-8BEN-E (or applicable 
successor form), as applicable) establishing an exemption from, or reduction of, 
United States federal withholding Tax pursuant to the “interest” article of such 
tax treaty and (y) with respect to any other applicable payments under any Loan 
Document, IRS Form W-8BEN (or applicable successor form) (or IRS Form W- 
8BEN-E (or applicable successor form), as applicable) establishing an exemption 
from, or reduction of, United States federal withholding Tax pursuant to the 
“business profits” or “other income” article of such tax treaty;
(2) 
executed originals of IRS Form W-8ECI (or applicable 
successor form);
(3) 
in the case of a Foreign Lender claiming the benefits of 
the exemption for portfolio interest under Section 881(c) of the Code, (x) a 
certificate substantially in the form of Exhibit H-1 to the effect that such Foreign
Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a 
“10 percent shareholder” of the Borrower within the meaning of Section 
881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in 
Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) 
executed originals of IRS Form W-8BEN (or applicable successor form) (or IRS 
Form W-8BEN-E (or applicable successor form), as applicable); or
(4) 
to the extent a Foreign Lender is not the beneficial 
owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form 
W-8ECI (or applicable successor form), IRS Form W-8BEN (or applicable 
successor form) (or IRS Form W-8BEN-E (or applicable successor form), as 
applicable), a U.S. Tax Compliance Certificate substantially in the form of 
Exhibit H-2 or Exhibit H-3, IRS Form W-9 (or applicable successor form), and/
or other certification documents from each beneficial owner, as applicable; 
provided that if the Foreign Lender is a partnership and one or more direct or 
indirect partners of such Foreign Lender are claiming the portfolio interest 
exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate 
substantially in the form of Exhibit H- 4 on behalf of each such direct and 
indirect partner; and
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(C) 
any Foreign Lender shall, to the extent it is legally entitled to do 
so, deliver to the Borrower and the Administrative Agent (in such number of copies as 
shall be requested by the recipient) on or prior to the date on which such Foreign Lender 
becomes a Lender under this Agreement (and from time to time thereafter upon the 
reasonable request of the Borrower or the Administrative Agent), executed originals of 
any other form prescribed by applicable law as a basis for claiming exemption from or a 
reduction in U.S. federal withholding tax, duly completed, together with such 
supplementary documentation as may be prescribed by applicable law to permit the 
Borrower or the Administrative Agent to determine the withholding or deduction 
required to be made.
(g) 
FATCA. If a payment made to a Lender under any Loan Document would be 
subject to U.S. Federal withholding Tax imposed by FATCA if such Lender fails to comply with the 
applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of 
the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent, at the 
time or times prescribed by law and at such time or times reasonably requested by the Borrower or the 
Administrative Agent, such documentation prescribed by applicable law (including as prescribed by 
Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the 
Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative 
Agent to comply with its obligations under FATCA, to determine that such Lender has complied with 
such Lender’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from 
such payment. Solely for purposes of this Section 5.03(g), “FATCA” shall include any amendments made 
to FATCA after the Effective Date.
Each Lender agrees that if any form or certification it previously delivered under Section 5.03(f) 
or (g), expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification 
or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.
(h) 
Treatment of Certain Refunds. If the Administrative Agent, a Lender or the Issuing 
Bank determines, in its sole and reasonable discretion exercised in good faith, that it has received a refund 
of any Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower 
has paid additional amounts pursuant to this Section 5.03 (including by the payment of additional amounts 
pursuant to this Section 5.03), it shall pay to the Borrower an amount equal to such refund (but only to the
extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 5.03 
with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) 
of the Administrative Agent, such Lender or the Issuing Bank, as the case may be, and without interest 
(other than any interest paid by the relevant Governmental Authority with respect to such refund). Such 
indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the 
amount paid over pursuant to this Section 5.03(h) (plus any penalties, interest or other charges imposed 
by the relevant Governmental Authority) in the event that such indemnified party is required to repay 
such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 
5.03(h), in no event will the indemnified party be required to pay any amount to an indemnifying party 
pursuant to this Section 5.03(h) to the extent such payment would place the indemnified party in a less 
favorable net after-Tax position than the indemnified party would have been in if the indemnification 
payments or additional amounts with respect to such refund had never been paid. This paragraph shall not 
be construed to require any indemnified party to make available its Tax returns (or any other information 
relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.
(i) 
Issuing Bank. For purposes of this Section 5.03, the term “Lender” includes the
Issuing Bank.
(j) 
Survival. Each party’s obligations under this Section 5.03 shall survive the 
resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement 
of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all 
obligations under any Loan Document.
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Section 5.04  Mitigation Obligations; Designation of Different Lending Office. If any Lender 
requests compensation under Section 5.01, or if the Borrower is required to pay any Indemnified Taxes or 
additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant 
to Section 5.03, then such Lender shall use reasonable efforts to designate a different lending office for 
funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its 
offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) 
would eliminate or reduce amounts payable pursuant to Section 5.01 or Section 5.03, as the case may be, 
in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not 
otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and 
expenses incurred by any Lender in connection with any such designation or assignment.
Section 5.05  Replacement of Lenders. If any Lender requests compensation under Section 5.01, 
or if the Borrower or any Guarantor is required to pay any Indemnified Taxes or additional amounts to 
any Lender or any Governmental Authority for the account of any Lender or indemnify any Lender 
pursuant to Section 5.03, and, in each case, such Lender has declined or is unable to designate a different 
lending office in accordance with Section 5.04, or if any Lender becomes a Defaulting Lender or a Non- 
Consenting Lender hereunder, then the Borrower may, at its sole expense and effort, upon notice to such 
Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in 
accordance with and subject to the restrictions contained in Section 12.04(b)) all its interests, rights (other 
than its existing rights to payments pursuant to Section 5.01 or Section 5.03) and obligations under this 
Agreement and the related Loan Documents to an assignee that shall assume such obligations (which 
assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower 
shall have received the prior written consent of the Administrative Agent and the Issuing Bank, which 
consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount 
equal to the outstanding principal of its Loans and participations in LC Disbursements, accrued interest 
thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of 
such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other 
amounts), (iii) in the case of any such assignment resulting from a claim for compensation under Section 
5.01 or payments required to be made pursuant to Section 5.03, such assignment will result in a reduction 
in such compensation or payments and (iv) in the case of any assignment from a Lender becoming a Non-
Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver, 
consent or Proposed Borrowing Base. A Lender shall not be required to make any such assignment and 
delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances 
entitling the Borrower to require such assignment and delegation cease to apply.
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Section 5.06 
Illegality.
(a) 
Except as otherwise provided in Section 5.06(b) below, if, in any applicable 
jurisdiction, the Administrative Agent, any Issuing Bank or any Lender determines that any applicable 
Governmental Requirement has made it unlawful, or that any Governmental Authority has asserted that it 
is unlawful, for the Administrative Agent, any Issuing Bank or any Lender to (i) perform any of its 
obligations hereunder or under any other Loan Document, (ii) to fund or maintain its participation in any 
Loan or (iii) issue, make, maintain, fund or charge interest or fees with respect to any extension of credit, 
such Person shall promptly notify the Administrative Agent, then, upon the Administrative Agent 
notifying the Borrower, and until such notice by such Person is revoked, any obligation of such Person to 
issue, make, maintain, fund or charge interest or fees with respect to any such extension of credit shall be 
suspended, and to the extent required by applicable Governmental Requirement, cancelled. Upon receipt 
of such notice, the Credit Parties shall, (A) repay that Person’s participation in the Loans or other 
applicable Indebtedness on the last day of the Interest Period for each Loan, or on another applicable date 
with respect to another Indebtedness, occurring after the Administrative Agent has notified the Borrower 
or, in each case, if earlier, the date specified by such Person in the notice delivered to the Administrative 
Agent (being no earlier than the last day of any applicable grace period permitted by applicable 
Governmental Requirement) and (B) take all reasonable actions requested by such Person to mitigate or 
avoid such illegality.
(b) 
Notwithstanding any other provision of this Agreement, in the event that it 
becomes unlawful for any Lender or its applicable lending office to honor its obligation to make, fund or 
maintain Term Benchmark Loans either generally or having a particular Interest Period hereunder, then 
(i) such Lender shall promptly notify the Borrower and the Administrative Agent thereof and such 
Lender’s obligation to make Term Benchmark Loans, continue Term Benchmark Loans as Term 
Benchmark Loans or convert ABR Loans to Term Benchmark Loans shall be immediately suspended (the 
“Affected Loans”) until such time as such Lender may again make and maintain such Term Benchmark 
Loans and (ii) all Affected Loans which would otherwise be made by such Lender shall be made instead 
as ABR Loans (and, if such Lender so requests by notice to the Borrower and the Administrative Agent, 
all Affected Loans of such Lender then outstanding shall be automatically converted into ABR Loans on 
the date specified by such Lender in such notice) and, to the extent that Affected Loans are so made as (or 
converted into) ABR Loans, all payments of principal which would otherwise be applied to such Lender’s 
Affected Loans shall be applied instead to its ABR Loans.
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ARTICLE VI
  CONDITIONS PRECEDENT
Section 6.01 
Effective Date. The effectiveness of this Agreement is subject to the 
satisfaction (or waiver in accordance with Section 12.02) of the following conditions precedent:
(a) 
The Administrative Agent shall have received an upfront fee in an amount equal to 
$60,000.00 and all other fees and amounts due and payable on or prior to the Effective Date, including, to 
the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be 
reimbursed or paid by the Borrower hereunder (including the reasonable fees and expenses of Frederic 
Dorwart, Lawyers PLLC, counsel to the Administrative Agent).
(b) 
The Administrative Agent shall have received a certificate of the Secretary, 
Assistant Secretary or a Responsible Officer of each of the Credit Parties setting forth and certifying (i) 
resolutions of the members, board of directors, board of managers or other appropriate governing body 
with respect to the authorization of each such Credit Party to execute and deliver the Loan Documents to 
which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of 
each such Credit Party, who are authorized to sign the Loan Documents to which such Credit Party is a 
party and who will, until replaced by another officer or officers duly authorized for that purpose, act as its 
representative for the purposes of signing documents and giving notices and other communications in 
connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of 
such authorized officers, and (iv) the articles or certificate of incorporation, by-laws, limited liability 
company agreements, certificates of formation or other applicable organizational documents of each such 
Credit Party (in each case, together with all amendments thereto, if any), certified as being true and 
complete. The Administrative Agent and the Lenders may conclusively rely on such certificate until the 
Administrative Agent receives notice in writing from the Borrower to the contrary.
(c) 
The Administrative Agent shall have received certificates of the appropriate State 
agencies with respect to the existence, qualification and good standing of each of the Credit Parties in its 
jurisdiction of formation.
(d) 
The Administrative Agent shall have received a certificate of a Responsible 
Officer of the Borrower, dated as of the Effective Date, certifying that (i) the representations and 
warranties of the Borrower in this Agreement and the other Loan Documents are true and correct, (ii) no 
Default or Event of Default then exists, (iii) the Borrower has received all consents and approvals 
required by Section 7.03 and
(iv) all other conditions set out in this Section 6.01 have been satisfied.
(e) 
The Administrative Agent shall have received from each party hereto counterparts 
(in such number as may be requested by the Administrative Agent) of this Agreement signed on behalf of 
such party.
(f) 
[Reserved].
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(g) 
The Administrative Agent shall have received a duly executed Note payable to 
each Lender requesting a Note in a principal amount equal to its Maximum Credit Amount dated as of the 
Effective Date.
(h) 
The Administrative Agent shall have received from each party thereto duly 
executed counterparts (in such number as may be requested by the Administrative Agent) each of the 
Security Instruments described on Exhibit E. In connection with the execution and delivery of the 
Security Instruments, the Administrative Agent shall be reasonably satisfied that the Security Instruments 
create (or will upon recording create) an Acceptable Security Interest in the form of first priority perfected 
Liens (subject only to Permitted Liens, but subject to the provisos at the end of such definition) sufficient 
to satisfy the Collateral Coverage Minimum (as evaluated by Lender in accordance with the Initial 
Reserve Report), and on all other Property purported to be pledged as Collateral pursuant to the Security 
Instruments, including, without limitation, pledges of all Equity Interests in and to each of Unit Drilling 
and Unit Petroleum, respectively, representing all such issued and outstanding Equity Interests of such 
Credit Parties.
(i) 
[Reserved].
(j) 
The Administrative Agent shall have received favorable opinions of counsel to the 
Borrower and the other Credit Parties, in each case, in form and substance satisfactory to the 
Administrative Agent, as to such matters incident to the transactions herein contemplated as Administrative 
Agent may reasonably request.
(k) 
The Administrative Agent shall have received certificates of insurance coverage 
of the Borrower and the other Credit Parties, evidencing that the Borrower and the other Credit Parties are 
carrying insurance in accordance with Section 7.12.
(l) 
The Administrative Agent shall have received title information satisfactory to it 
as the Administrative Agent may reasonably require with respect to the status of title to at least eighty 
percent (80%) of the total value of the Proved Oil and Gas Properties evaluated in the Initial Reserve 
Report; provided that title information provided with respect to Oil and Gas Properties that are not 
Mortgaged Property shall not be considered satisfactory.
(m) 
The Administrative Agent shall be reasonably satisfied with the environmental 
condition of the Oil and Gas Properties of the Borrower and the Subsidiaries.
(n) 
The Administrative Agent shall have received the Initial Reserve Report 
accompanied by a certificate covering the matters described in Section 8.12(c).
(o) 
The Administrative Agent shall have received appropriate UCC, tax, and 
judgment lien search results reflecting no prior Liens encumbering the Properties of the Borrower and its 
Subsidiaries for the States of Oklahoma, Delaware, and any other jurisdiction requested by the 
Administrative Agent, other than those being assigned or released on or prior to the Effective Date or 
Permitted Liens.
(p) 
[Reserved].
(q) 
The Administrative Agent shall have received, and satisfactorily completed its 
review of, all due diligence information regarding the Credit Parties as it shall have requested, including, 
to the extent requested, information regarding litigation, tax matters, accounting matters, insurance 
matters, labor matters, pension liabilities (actual or contingent), real estate leases, material contracts, debt 
agreements, property ownership, contingent liabilities and other legal matters of the Borrower and its 
Subsidiaries.
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(r) 
[Reserved].
(s) 
The Administrative Agent shall have received a certificate of a Responsible 
Officer of the Borrower in form and substance satisfactory to the Administrative Agent certifying that (i) 
all government and third party approvals necessary in connection with the Transactions have been 
obtained on satisfactory terms, (ii) no action or proceeding is pending or threatened in any court or before 
any Governmental Authority seeking to enjoin or prevent the consummation of the Transactions 
contemplated hereby and (iii) each Credit Party is Solvent.
(t) 
All Deposit Accounts of the Credit Parties (other than Excluded Accounts) are 
held with the Administrative Agent and are subject to Applicable Security Interests, and the 
Administrative Agent shall have received and be satisfied with executed copies of the Account Control 
Agreements with respect to all Deposit Accounts of the Credit Parties (other than Excluded Accounts).
(u) 
To the extent requested by the Lenders or the Administrative Agent at least five
(5) days prior to the Effective Date, the Administrative Agent shall have received from the Credit Parties, 
all documentation and other information required by regulatory authorities under applicable “know your 
customer” and anti-money laundering rules and regulations, including the USA Patriot Act.
(v) 
To the extent requested by the Lenders or the Administrative Agent after 
reviewing the search results delivered in accordance with Section 6.01(o), the Administrative Agent shall 
have received documents, in form and substance satisfactory to Administrative Agent, confirming that all 
of the lien terminations, UCC-3 termination statements, and other documentation evidencing the 
termination of any existing Liens (other than Permitted Liens) on the Mortgaged Property and other 
Collateral shall be delivered to Administrative Agent on the Effective Date.
(w) 
The Administrative Agent shall have received such other documents as the 
Administrative Agent or special counsel to the Administrative Agent may reasonably request.
Without limiting the generality of the provisions of Section 11.04, for purposes of determining 
compliance with the conditions specified in this Section 6.01, each Lender that has signed this Agreement 
shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or 
other matter required under this Section 6.01 to be consented to or approved by or acceptable or 
satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender 
prior to the Effective Date specifying its objection thereto. All documents executed or submitted pursuant 
to this Section 6.01 by and on behalf of the Borrower or any of its Subsidiaries shall be in form and 
substance satisfactory to the Administrative Agent and its counsel. The Administrative Agent shall notify 
the Borrower and the Lenders of the Effective Date, and such notice shall be conclusive and binding.
Section 6.02   Each Credit Event. The obligation of each Lender to make a Loan on the occasion 
of any Borrowing (including the Initial Funding), and of the Issuing Bank to issue, amend, renew or 
extend any Letter of Credit (including with respect to any of the Existing Letters of Credit deemed issued 
hereunder), is subject to the satisfaction of the following conditions:
(a) 
At the time of and immediately after giving effect to such Borrowing or the 
issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or 
Borrowing Base Deficiency shall have occurred and be continuing.
(b) 
At the time of and immediately after giving effect to such Borrowing or the 
issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no event, development 
or circumstance has occurred or shall then exist that has resulted in, or could reasonably be expected to 
have, a Material Adverse Effect.
(c) 
The representations and warranties of the Borrower and the Guarantors set forth 
in this Agreement and in the other Loan Documents shall be true and correct in all material respects on 
and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such 
Letter of Credit, as applicable, except to the extent that (i) any such representations and warranties are 
expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of 
issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations 
and warranties shall continue to be true and correct in all material respects as of such specified earlier date 
and (ii) any such representation and warranty is expressly qualified by materiality or by reference to 
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Material Adverse Effect, in which case such representation and warranty (to the extent so qualified) shall 
continue to be true and correct in all respects.
(d) 
The making of such Loan or the issuance, amendment, renewal or extension of 
such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to 
violate or exceed, any applicable Governmental Requirement, no Change in Law shall have occurred, and 
no litigation shall be pending or threatened in writing, which does or, with respect to any such threatened 
litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance,
amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the 
consummation of the transactions contemplated by this Agreement or any other Loan Document.
(e) 
The receipt by the Administrative Agent of a Borrowing Request in accordance 
with Section 2.03 or a request for a Letter of Credit (or an amendment, extension or renewal of a Letter of 
Credit) in accordance with Section 2.08(b), as applicable.
Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any 
Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date 
thereof as to the matters specified in Section 6.02(a) through Section 6.02(f).
ARTICLE VII 
REPRESENTATIONS AND WARRANTIES
The Borrower represents and warrants to the Lenders that:
Section 7.01  Organization; Powers. The Borrower and each Guarantor is duly organized, 
validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite 
power and authority, and has all material governmental licenses, authorizations, consents and approvals 
necessary, to own its assets and to carry on its business as now conducted, and is qualified to do business 
in, and is in good standing in, every jurisdiction where such qualification is required, except where failure 
to have such power, authority, licenses, authorizations, consents, approvals and qualifications could not 
reasonably be expected to have a Material Adverse Effect.
Section 7.02  Authority; Enforceability. The Transactions are within the Borrower’s and each 
Guarantor’s corporate, limited liability company, or partnership powers and have been duly authorized by 
all necessary corporate, limited liability company, or partnership action and, if required, action by any 
holders of its Equity Interests (including any action required to be taken by any class of directors, 
managers or supervisors, whether interested or disinterested, as applicable, of the Borrower or any other 
Person, in order to ensure the due authorization of the Transactions). Each Loan Document to which the 
Borrower and each Guarantor is a party has been duly executed and delivered by the Borrower and such 
Guarantor and constitutes a legal, valid and binding obligation of the Borrower and such Guarantor, as 
applicable, enforceable in accordance with its terms, subject to applicable Debtor Relief Laws and subject 
to general principles of equity, regardless of whether considered in a proceeding in equity or at law.
Section 7.03  Approvals; No Conflicts. The Transactions (a) do not require any consent or 
approval of, registration or filing with, or any other action by, any Governmental Authority or any other 
third Person (including holders of its Equity Interests or any class of directors, managers or supervisors, 
as applicable, whether interested or disinterested, of the Borrower or any other Person), nor is any such 
consent, approval, registration, filing or other action necessary for the validity or enforceability of any 
Loan Document or the consummation of the Transactions, except such as have been obtained or made and 
are in full force and effect, other than (i) the recording and filing of the Security Instruments as required 
by this Agreement and (ii) those third party approvals or consents which, if not made or obtained, would 
not cause a Default hereunder, could not reasonably be expected to have a Material Adverse Effect or do 
not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any 
applicable law or regulation or the limited liability company agreements, charters, bylaws or other 
organizational documents of the Borrower or the Guarantors or any order of any Governmental Authority, 
(c) will not violate or result in a default under any indenture or other agreement regarding Debt or other 
instrument binding upon the Borrower, the Guarantors or any of their respective Properties, or give rise to 
a right thereunder to require any payment to be made by the Borrower or any Guarantor, and (d) will not 
result in the creation or imposition of any Lien on any Property of the Borrower or any Guarantor (other 
than the Liens created by the Loan Documents).
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Section 7.04 
Financial Condition; No Material Adverse Change.
(a) 
Since December 31, 2022, (i) there has been no event or circumstance that has 
had or could reasonably be expected to have a Material Adverse Effect, and (ii) the business of the 
Borrower and the Guarantors has been conducted in the ordinary course, in all material respects, 
consistent with past business practices.
(b) 
Neither the Borrower nor any Guarantor has on the date hereof, after giving 
effect to the Transactions, any Material Debt (including Disqualified Capital Stock) or any contingent 
liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term 
commitments or unrealized or anticipated losses from any unfavorable commitments that, in each case, 
would be required by GAAP to be reflected in audited financial statements, except as referred to or 
reflected or provided for in written information provided by the Borrower to the Administrative Agent 
and the Lenders prior to the date hereof.
Section 7.05 
Litigation.
(a) 
Except as set forth on Schedule 7.05, there are no actions, suits, investigations or 
proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge 
of the Borrower, threatened in writing against or affecting any Credit Party (i) not fully covered by 
insurance (except for normal deductibles) that, if adversely determined, could reasonably be expected, 
individually or in the aggregate, to have a Material Adverse Effect, or (ii) that involve any Loan 
Document or the Transactions (including any provision relating to the Credit Parties’ obligations to repay 
the Indebtedness or any provision relating to the validity or perfection of any Lien created by any Loan 
Document).
(b) 
Since the Effective Date, there has been no change in the status of the matters 
disclosed in Schedule 7.05 that, individually or in the aggregate, could reasonably be expected to have a 
Material Adverse Effect.
Section 7.06 
Environmental Matters. Except for matters set forth on Schedule 7.06 or that, 
individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect:
(a) 
each Credit Party and each of their respective Properties and operations thereon 
are, and within all applicable statute of limitation periods have been, in compliance with all applicable 
Environmental Laws except to the extent that such non-compliance that could not, individually or in the 
aggregate, reasonably be expected to have a Material Adverse Effect;
(b) 
each Credit Party has obtained all Environmental Permits required for their 
respective operations and each of their Properties, with all such Environmental Permits being currently in 
full force and effect, and none of the Credit Parties has received any written notice or otherwise has 
knowledge that any such existing Environmental Permit will be revoked or that any application for any 
new Environmental Permit or renewal of any existing Environmental Permit will be protested or denied;
(c) 
there are no claims, demands, suits, orders, inquiries, or proceedings concerning 
any violation of, or any liability (including as a potentially responsible party) under, any applicable 
Environmental Laws that is pending or, to the Borrower’s knowledge, threatened in writing against any 
Credit Party or any of their respective Properties or as a result of any operations at such Properties;
(d) 
none of the Properties of the Credit Parties are listed or proposed for listing on 
the National Priority List promulgated pursuant to CERCLA or any state remedial priority list 
promulgated or published pursuant to any comparable state law;
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(e) 
there has been no Release or threatened Release of Hazardous Materials at, on, 
under or from any Credit Party’s Properties in quantities or in a manner in violation of any applicable 
Environmental Law, to the Borrower’s knowledge, there are no investigations, remediations, abatements, 
removals, or monitorings of Hazardous Materials required under applicable Environmental Laws at such 
real Properties and, to the Borrower’s knowledge, none of such real Properties are adversely affected by 
any Release or threatened Release of a Hazardous Material originating or emanating from any other real 
property;
(f) 
none of the Credit Parties have received any written notice asserting an alleged 
liability or obligation under any applicable Environmental Laws with respect to the investigation, 
remediation, abatement, removal, or monitoring of any Hazardous Materials at, under, or Released or 
threatened to be Released from any properties offsite the Borrower’s Properties and, to Borrower’s 
knowledge, there are no conditions or circumstances that could reasonably be expected to result in the 
receipt of such written notice;
(g) 
to the Credit Parties’ knowledge, there has been no exposure of any Person or 
Property to any Hazardous Materials as a result of or in connection with the operations and businesses of 
any Credit Party’s Properties that could reasonably be expected to form the basis for a claim for damages 
or compensation and there are no conditions or circumstances that would reasonably be expected to result 
in the receipt of notice regarding such exposure;
(h) 
to the Credit Parties’ knowledge, the Credit Parties have provided to the Lenders 
complete and correct copies of all environmental site assessment reports, investigations, studies, any 
analyses on environmental matters (including matters relating to any alleged non-compliance with or 
liability under Environmental Laws) that are in the Credit Parties’ possession or control and relating to 
their respective Properties or operations thereon; and
(i) 
except as disclosed on Schedule 7.06, to the Credit Parties’ knowledge, there are 
no environmental events, claims, matters or violations of the types described in (a) through (h) of this 
Section 7.06 (without giving effect to the Material Adverse Effect reference in the lead-in to this Section 
7.06) that could reasonably be expected to result in liability of the Borrower or any Guarantor or 
Subsidiary in excess of $5,000,000 in the aggregate.
Section 7.07 
Compliance with the Laws and Agreements; No Defaults.
(a) 
The Borrower and each Guarantor is in compliance with all Governmental 
Requirements applicable to it or its Property and all agreements and other instruments binding upon it or its 
Property, and possesses all licenses, permits, franchises, exemptions, approvals and other governmental 
authorizations necessary for the ownership of its Property and the conduct of its business, except where the 
failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material 
Adverse Effect.
(b) 
Neither the Borrower nor any Guarantor is in default nor has any event or 
circumstance occurred which, but for the expiration of any applicable grace period or the giving of notice, 
or both, would constitute a default or would require the Borrower or such Guarantor to Redeem or make 
any offer to Redeem under any indenture, note, credit agreement or similar instrument pursuant to which
any Material Debt is outstanding or by which the Borrower or any Guarantor or any of their Properties is 
bound.
(c) 
No Default has occurred and is continuing.
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Section 7.08 Investment Company Act. Neither the Borrower nor any Guarantor is an 
“investment company” or a company “controlled” by an “investment company,” within the meaning of, 
or subject to regulation under, the Investment Company Act of 1940, as amended.
Section 7.09  Taxes. Each Credit Party has timely filed or caused to be filed all U.S. federal 
income Tax returns, and all other material U.S. Tax returns, required to have been filed and has paid or 
caused to be paid all Taxes required to have been paid by it, except Taxes that are being contested in good 
faith by appropriate proceedings and for which such Credit Party has set aside on its books adequate 
reserves in accordance with GAAP. The charges, accruals and reserves on the books of the Credit Parties 
in respect of Taxes and other governmental charges are, in the reasonable opinion of the Borrower, 
adequate. No Tax Lien (other than a Permitted Lien) has been filed and, to the knowledge of the 
Borrower, no material claim is being asserted with respect to any such Tax or other such governmental 
charge that is reasonably expected to have a Material Adverse Effect.
Section 7.10 
ERISA.
(a) 
Except as could not be reasonably expected to have a Material Adverse Effect:
(i) 
Each Credit Party and each ERISA Affiliate have complied in all 
material respects with ERISA and, where applicable, the Code regarding each Plan.
(ii) 
Each Plan (other than a Multiemployer Plan) is, and has been, established 
and maintained in substantial compliance with its terms, ERISA and, where applicable, the Code.
(iii) 
No act, omission or transaction has occurred with respect to a Plan which 
could result in imposition on any Credit Party or any ERISA Affiliate (whether directly or 
indirectly) of (A) either a civil penalty assessed pursuant to subsections (c), (i), (l) or (m) of 
Section 502 of ERISA or a tax imposed pursuant to Chapter 43 of Subtitle D of the Code or (B) 
breach of fiduciary duty liability damages under Section 409 of ERISA.
(iv) 
Full payment when due has been made of all amounts which each Credit 
Party or any ERISA Affiliate is required under the terms of each Plan or applicable law to have 
paid as contributions to such Plan as of the date hereof.
(v) 
No Credit Party nor any ERISA Affiliate sponsors, maintains or 
contributes to, or has at any time in the six-year period preceding the date hereof sponsored, 
maintained or contributed to, any employee pension benefit plan, as defined in Section 3(2) of 
ERISA, that is subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the Code.
(b) 
No Credit Party nor any ERISA Affiliate sponsors, maintains, or contributes to an 
employee welfare benefit plan, as defined in Section 3(1) of ERISA, including any such plan maintained to 
provide benefits to former employees of such entities, that may not be terminated by any Credit Party or 
any ERISA Affiliate in its sole discretion at any time without any material liability.
Section 7.11 
Disclosure; No Material Misstatements. The Borrower has disclosed or made 
available to the Administrative Agent and the Lenders all agreements, instruments and corporate or other 
restrictions to which it as of the Effective Date, or any of the Subsidiaries is subject, and all other matters 
known to it as of the Effective Date, that, individually or in the aggregate, could reasonably be expected 
to result in a Material Adverse Effect. None of the other reports, financial statements, certificates or other 
written information furnished by or on behalf of the Borrower or any Subsidiary to the Administrative 
Agent or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any 
other Loan Document or delivered hereunder or under any other Loan Document (as modified or 
supplemented by other information so furnished), when taken as a whole, contains as of the date such 
statement, information, document or certificate was so furnished, any material misstatement of a material 
fact or omits to state any material fact necessary to make the statements therein, in the light of the 
circumstances under which they were made, not materially misleading as of the date such information is 
dated or certified; provided that, with respect to projected financial information, pro forma financial 
information, prospect information, geological and geophysical data, Reserve Reports and engineering 
projections, the Borrower represents only that such information was prepared in good faith based upon 
assumptions believed to be reasonable at the time. To the knowledge of the Credit Parties, there is no fact 
peculiar to the Borrower or any Guarantor which could reasonably be expected to have a Material 
Adverse Effect or in the future is reasonably likely to have a Material Adverse Effect and which has not 
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been set forth in this Agreement or the Loan Documents or the other documents, certificates and 
statements furnished to the Administrative Agent or the Lenders by or on behalf of the Borrower or any 
Guarantor prior to, or on, the date hereof in connection with the transactions contemplated hereby. There 
are no statements or conclusions in any Reserve Report which are based upon or include materially 
misleading information or fail to take into account material information known to the Borrower as of the 
date of such Reserve Report regarding the matters reported therein, it being understood that projections 
concerning volumes attributable to the Oil and Gas Properties of the Credit Parties and production and 
cost estimates contained in each Reserve Report are necessarily based upon professional opinions, 
estimates and projections and that the Borrower and its Subsidiaries do not warrant that such opinions, 
estimates and projections will ultimately prove to have been accurate. As of the Effective Date, the 
information included in the Beneficial Ownership Certification is true and correct in all respects
Section 7.12   Insurance. The Borrower has, and has caused all of its Subsidiaries to have, (a) all 
insurance policies sufficient for the compliance by each of them with all material Governmental 
Requirements and all material agreements and (b) insurance coverage in at least amounts and against such 
risk (including public liability) that are usually insured against by companies similarly situated and 
engaged in the same or a similar business for the assets and operations of each Credit Party. Such 
insurance policies contain endorsements naming the Administrative Agent (on behalf of the Secured 
Parties) as additional insured and certificate holder in respect of such liability insurance policies and 
naming the Administrative Agent (on behalf of the Secured Parties) as loss payee and certificate holder 
with respect to Property loss insurance covering the Collateral.
Section 7.13  Restriction on Liens. Neither the Borrower nor any Subsidiary is a party to any 
agreement or arrangement, or subject to any order, judgment, writ or decree, which either restricts or 
purports to restrict its ability to grant Liens to the Administrative Agent for the benefit of the Secured 
Parties on or in respect of their Properties to secure the Indebtedness, or restricts any Subsidiary from 
paying dividends or making any other distributions in respect of its Equity Interests to the Borrower or 
any Subsidiary, or restricts any Subsidiary from making loans or advances or transferring any Property to 
the Borrower or any Subsidiary, or which requires the consent of or notice to other Persons in connection 
therewith, except, in each case, for such encumbrances or restrictions permitted under Section 9.16.
Section 7.14  Subsidiaries. Except as set forth on Schedule 7.14, as of the Effective Date, the 
Borrower has no Subsidiaries. The Borrower has no Foreign Subsidiaries. Each Subsidiary set forth on 
Schedule 7.14 (unless otherwise explicitly stated) is a Wholly-Owned Subsidiary.
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Section 7.15   Location of Business and Offices. The Company’s jurisdiction of organization is 
the State of Delaware; the name of the Company as listed in the public records of its jurisdiction of 
organization is Unit Corporation, and the organizational identification number of such Borrower in its 
jurisdiction of organization is 2097406 (or, in each case, as set forth in a notice delivered to the 
Administrative Agent pursuant to Section 8.01(m) in accordance with Section 12.01). Unit Drilling’s 
jurisdiction of organization is the State of Oklahoma; the name of Unit Drilling as listed in the public 
records of its jurisdiction of organization is Unit Drilling Company, and the organizational identification 
number of such Borrower in its jurisdiction of organization is 1900463659 (or, in each case, as set forth in 
a notice delivered to the Administrative Agent pursuant to Section 8.01(m) in accordance with Section 
12.01). Unit Petroleum’s jurisdiction of organization is the State of Oklahoma; the name of Unit 
Petroleum as listed in the public records of its jurisdiction of organization is Unit Petroleum Company, 
and the organizational identification number of such Borrower in its jurisdiction of organization is 
1900415311 (or, in each case, as set forth in a notice delivered to the Administrative Agent pursuant to 
Section 8.01(m) in accordance with Section 12.01). The Borrower’s principal place of business and chief 
executive office is located at the address specified in Section 12.01 (or as set forth in a notice delivered 
pursuant to Section 8.01(m) and Section 12.01(c)). Each Subsidiary’s jurisdiction of organization, name 
as listed in the public records of its jurisdiction of organization, and the location of its principal place of 
business and chief executive office is stated on Schedule 7.14 (or as set forth in a notice delivered 
pursuant to Section 8.01(m)).
Section 7.16 
Properties; Titles, Etc.
(a) 
The Borrower and each of the Subsidiaries has good and defensible title to its 
respective Oil and Gas Properties evaluated in the most recently delivered Reserve Report (other than any 
thereof disposed of in a disposition permitted by the Existing Credit Agreement or otherwise expiring in 
the ordinary course of business in accordance with the terms thereof) and good title to all its personal 
Properties, in each case, free and clear of all Liens except Permitted Liens and Immaterial Title 
Deficiencies. After giving full effect to the Permitted Liens and with the exception of Immaterial Title 
Deficiencies, the Borrower or the Subsidiary specified as the owner owns at least the net interests in 
production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve 
Report, and the ownership of such Properties shall not in any material respect obligate the Borrower or 
such Subsidiary to bear the costs and expenses relating to the maintenance, development and operations of 
each such Property in an amount in excess of the working interest of each Property set forth in the most 
recently delivered Reserve Report that is not offset by a corresponding proportionate increase in the 
Borrower’s or such Subsidiary’s net revenue interest in such Property.
(b) 
All material leases and agreements necessary for the conduct of the business of the 
Borrower and the Subsidiaries are valid and subsisting, in full force and effect, and, to the knowledge of 
the Borrower, there exists no default or event or circumstance which with the giving of notice or the 
passage of time or both would give rise to a default under any such lease or leases, which could reasonably 
be expected to have a Material Adverse Effect.
(c) 
To the knowledge of Borrower, the rights and Properties presently owned, leased 
or licensed by the Borrower and the Subsidiaries including, all easements and rights of way, include all 
rights and Properties necessary to permit the Borrower and the Subsidiaries to conduct their business in all 
material respects in the same manner as their business has been conducted prior to the date hereof.
(d) 
All of the Properties of the Borrower and the Subsidiaries which are reasonably 
necessary for the operation of their businesses are in good working condition and are maintained in 
accordance with prudent industry standards, ordinary wear and tear excepted, other than those the failure 
of which to maintain in accordance with this Section 7.16 could not reasonably be expected to have a 
Material Adverse Effect.
(e) 
The Borrower and each of the Subsidiaries owns, or is licensed to use, all 
trademarks, tradenames, copyrights, patents and other intellectual Property material to its business, and 
the use thereof by the Borrower and such Subsidiary does not infringe upon the rights of any other 
Person, except for any such infringements that, individually or in the aggregate, could not reasonably be 
expected to result in a Material Adverse Effect. The Borrower and the Subsidiaries either own or have 
valid licenses or other rights to use all databases, geological data, geophysical data, engineering data, 
seismic data, maps, interpretations and other technical information used in their businesses as presently 
conducted, subject to the limitations contained in the agreements governing the use of the same, which 
limitations are customary for companies engaged in the business of the exploration and production of 
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Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse 
Effect.
Section 7.17   Maintenance of Properties. Except for such acts or failures to act as could not be 
reasonably expected to have a Material Adverse Effect, the Oil and Gas Properties (and Properties 
unitized therewith) of the Borrower and the Subsidiaries have been maintained, operated and developed in 
a good and workmanlike manner and in conformity with all Governmental Requirements and in 
conformity with the provisions of all leases, subleases, or other contracts comprising a part of the 
Hydrocarbon Interests and other contracts and agreements forming a part of such Oil and Gas Properties 
of the Credit Parties. Specifically in connection with the foregoing, except for those as could not be 
reasonably expected to have a Material Adverse Effect, (i) no Oil and Gas Property of the Borrower or 
any Subsidiary is subject to having allowable production reduced below the full and regular allowable 
(including the maximum permissible tolerance) because of any overproduction (whether or not the same 
was permissible at the time) and (ii) none of the wells comprising a part of the Oil and Gas Properties (or 
Properties unitized therewith) of the Borrower or any Subsidiary is deviated from the vertical more than 
the maximum permitted by Governmental Requirements, and such wells are, in fact, bottomed under and 
are producing from, and the well bores are wholly within, the Oil and Gas Properties (or in the case of 
wells located on Properties unitized therewith, such unitized Properties) of the Borrower or such 
Subsidiary. All pipelines, wells, gas processing plants, platforms and other material improvements, 
fixtures and equipment owned in whole or in part by the Borrower or any of its Subsidiaries that are 
necessary to conduct normal operations are being maintained in a state adequate to conduct normal 
operations, and with respect to such of the foregoing which are operated by the Borrower or any of the 
Subsidiaries, in a manner consistent with customary industry practice (other than those the failure of 
which to maintain in accordance with this Section 7.17 could not reasonably be expected to have a 
Material Adverse Effect).
Section 7.18   Gas Imbalances, Prepayments. Except as set forth on Schedule
7.18 or on the most recent certificate delivered pursuant to Section 8.12(c), on a net basis there are no gas 
imbalances, take or pay or other prepayments which would require the Borrower or any of the 
Subsidiaries to deliver Hydrocarbons produced from their Oil and Gas Properties at some future time 
without then or thereafter receiving full payment therefor exceeding one half bcf of gas (on an mcf 
equivalent basis) in the aggregate.
Section 7.19  Marketing of Production. Except for contracts listed and in effect on the date 
hereof on Schedule 7.19, contracts hereafter either disclosed in writing to the Administrative Agent or 
included in the most recently delivered Reserve Report, or for matters that constitute Immaterial Title 
Deficiencies (with respect to all of which contracts the Borrower represents that it or its Subsidiaries are 
receiving a price for all production sold thereunder which is computed substantially in accordance with 
the terms of the relevant contract and are not having deliveries curtailed substantially below the subject 
Property’s delivery capacity), no material agreements (including, without limitation, any Advance 
Payment Contracts) (collectively, the “Material Agreements”) exist which are not cancelable on sixty (60) 
days’ notice or less without penalty or detriment, for the sale of production from the Borrower’s and its 
Subsidiaries’ Hydrocarbons (including, calls on or other rights to purchase, production, whether or not the 
same are currently being exercised) that pertain to the sale of production at a fixed price and have a 
maturity or expiry date of longer than six (6) months from the effective date of such contract.
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Section 7.20  Swap Agreements and Qualified ECP Counterparty. Schedule 7.20, as of the 
date hereof, and after the date hereof, each report required to be delivered by the Borrower pursuant to 
Section 8.01(f), as of the date of (or as of the date(s) otherwise set forth in) such report, sets forth, a true 
and complete list of all Swap Agreements of the Borrower and each Subsidiary, the material terms thereof 
(including the type, effective date, term or termination date and notional amounts or volumes), the 
estimated mark to market value thereof, all credit support agreements relating thereto other than Loan 
Documents (including any margin required or supplied) and the counterparty to each such agreement. The 
Borrower is a Qualified ECP Counterparty.
Section 7.21   Use of Loans and Letters of Credit. The proceeds of the Loans and the Letters of 
Credit shall be used to provide working capital for Borrower’s exploration, development and production 
operations, drilling program, acquisitions, general corporate purposes and to pay fees and expenses 
associated with the transactions contemplated by this Agreement and the other Loan Documents. No 
Credit Party is engaged principally, or as one of its or their important activities, in the business of 
extending credit for the purpose, whether immediate, incidental or ultimate, of buying or carrying margin 
stock (within the meaning of Regulation T, Regulation U or Regulation X of the Board). No part of the 
proceeds of any Loan or Letter of Credit will be used for any purpose which violates the provisions of 
Regulations T, Regulation U or Regulation X of the Board.
Section 7.22  Solvency. After giving effect to the transactions contemplated hereby and each 
Borrowing made hereunder, the Credit Parties, on a consolidated basis, are Solvent.
Section 7.23  International Operations. None of the Borrower and its Subsidiaries own, and 
have not acquired or made any other expenditure (whether such expenditure is capital, operating or 
otherwise) in or related to, any Oil and Gas Properties located outside of the geographical boundaries of 
the United States or in the offshore federal waters of the United States of America.
Section 7.24  USA Patriot Act; AML Laws; Anti-Corruption Laws and Sanctions. The 
Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance 
by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with the 
USA Patriot Act, Anti-Corruption Laws, applicable AML Laws and applicable Sanctions, and the 
Borrower and its Subsidiaries and their respective officers and employees, and to the knowledge of the 
Borrower, its directors and agents, are in compliance with the USA Patriot Act, Anti-Corruption Laws, 
applicable AML Laws and applicable Sanctions in all material respects. None of (a) the Borrower, any 
Guarantor, any Subsidiary or any of their respective directors, officers or employees, or (b) to the 
knowledge of the Borrower, any agent of the Borrower, any Guarantor, or any Subsidiary or other 
Affiliate that will act in any capacity in connection with or benefit from the credit facility established 
hereby, (i) is a Sanctioned Person or (ii) is in violation of AML Laws, Anti-Corruption Laws, or 
Sanctions. No Borrowing or Letter of Credit, use of proceeds or other transaction contemplated by this 
Agreement will cause a violation of AML Laws, Anti-Corruption Laws or applicable Sanctions. Neither 
the Borrower nor any of its Subsidiaries or any Guarantor, or, to the knowledge of such Borrower, any 
other Affiliate, has engaged in or intends to engage in any dealings or transactions with, or for the benefit 
of, any Sanctioned Person or with or in any Sanctioned Country.
Section 7.25  Accounts. Schedule 7.25 (as Schedule 7.25 is amended, amended and restated, or 
supplemented with the prior written consent of the Administrative Agent) lists all Deposit Accounts, 
Securities Accounts and Commodity Accounts maintained by or for the benefit of the Borrower or any 
Guarantor.
Section 7.26 Affected Financial Institutions. No Credit Party is an Affected Financial 
Institution.
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Section 7.27  Security Interests; Collateral Coverage Minimum. The Security Instruments are 
and will remain effective to create in favor of the Administrative Agent, for the benefit of the Secured 
Parties, a legal, valid and enforceable Acceptable Security Interest in the form of a first priority Lien and 
security interest (subject to Permitted Liens) in the Mortgaged Property described therein (and in the other 
Collateral described therein), in sufficient amount to at all times cause the Collateral Coverage Minimum 
to remain satisfied. The Indebtedness is and shall be at all times secured by a legal, valid and enforceable 
perfected Acceptable Security Interest in the form of a first priority Liens (subject only to Permitted 
Liens) and security interests in favor of the Administrative Agent, covering and encumbering the 
Mortgaged Properties and other Collateral (including all other Property purported to be pledged as 
Collateral pursuant to the Security Instruments, including, without limitation, pledges of all Equity 
Interests in and to each of Unit Drilling and Unit Petroleum, respectively, and representing all such issued 
and outstanding Equity Interests of such Credit Parties), to the extent perfection has occurred or will 
occur, by the recording of a Mortgage, the filing of a UCC financing statement or by possession or control 
(in each case, to the extent available in the applicable jurisdiction).
Section 7.28 
Company as Administrative Borrower.
(a) 
Each Credit Party hereby irrevocably appoints the Company as the borrowing 
agent and attorney-in-fact for all Credit Parties (the “Administrative Borrower”) which appointment shall 
remain in full force and effect unless and until Administrative Agent shall have received prior written 
notice signed by each Credit Party that such appointment has been revoked and that another Credit Party 
has been appointed Administrative Borrower. Each Credit Party hereby irrevocably appoints and 
authorizes Administrative Borrower (a) to provide Administrative Agent with all notices with respect to 
Loans, Letters of Credit and all other notices and instructions under the Loan Documents (and any notice 
or instruction provided by Administrative Borrower shall be deemed to be given by Credit Parties 
hereunder and shall bind each Credit Party), (b) to receive all notices, instructions and other information 
and all Loan proceeds from Administrative Agent (and any notice, instructions or other information and 
Loan proceeds provided by Administrative Agent to Administrative Borrower shall be deemed to have 
been given to each Credit Party), and (c) to take such action as Administrative Borrower deems 
appropriate on its behalf to obtain Loans and Letters of Credit and to exercise such other powers as are 
reasonably incidental thereto to carry out the purposes of this Agreement. Each Credit Party agrees that 
the handling of this Agreement, with Credit Parties and Collateral in a combined fashion, as more fully 
set forth herein, is done solely as an accommodation to Credit Parties in order to utilize the collective 
borrowing powers of each Borrower in the most efficient and economical manner and at their request, and 
that Administrative Agent shall not incur liability to any Credit Party as a result hereof. Each Credit Party 
expects to derive benefit, directly or indirectly, from the handling of this Agreement, with Credit Parties 
and Collateral in a combined fashion, since the successful operation of each Credit Party is dependent on 
the continued successful performance of the integrated group. Each Credit Party hereby agrees to 
indemnify Administrative Agent and hold Administrative Agent harmless against any and all liability, 
expense, loss or claim of damage or injury, made against Administrative Agent by any Credit Party or by 
any third party whosoever, arising from or incurred by reason of (i) the handling of this Agreement as 
herein provided, or (ii) Administrative Agent relying on any instructions of Administrative Borrower. 
This Section shall survive the termination of this Agreement and the Payment in Full of the Indebtedness.
(b) 
Administrative Borrower shall have and may exercise such powers under the 
Loan Documents as are specifically delegated to Administrative Borrower by the terms of each thereof, 
together with such powers as are reasonably incidental thereto. Administrative Borrower shall have no 
implied duties to any other Credit Party, or any obligation to the Lenders to take any action under any 
Loan Document, except any action specifically provided by the Loan Documents to be taken by 
Administrative Borrower.
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(c) 
Administrative Borrower may execute any of its duties as Administrative 
Borrower hereunder and under any other Loan Document by or through authorized officers or agents.
(d) 
Upon the prior written consent of Administrative Agent (such consent not to be 
unreasonably withheld or delayed), Administrative Borrower may resign at any time, such resignation to be 
effective upon the appointment of a successor Administrative Borrower. Administrative Agent shall give 
prompt written notice of such resignation to the Lenders.
(e) 
Each Credit Party hereby empowers and authorizes Administrative Borrower, on 
behalf of each other Borrower, to execute and deliver to Administrative Agent and the Lenders the Loan 
Documents (other than any Security Documents with respect to which another Credit Party is granting a 
security interest or Lien) and all related agreements, certificates, documents, or instruments as shall be 
necessary or appropriate to effect the purposes of the Loan Documents, including, without limitation, 
certificates related to the Borrowing Base, Compliance Certificates and any amendments, consents or 
waivers relating to any Loan Documents. Each Credit Party agrees that each notice, election, 
representation and warranty, certification, covenant, agreement and undertaking made on its behalf by 
Administrative Borrower shall be deemed for all purposes to have been made by such Credit Party and 
shall be binding upon and enforceable against such Credit Party to the same extent as if the same had 
been made directly by such Credit Party.
Section 7.29 
Joint and Several Liability of Borrower; Rights of Contribution.
(a) 
Each Borrower states and acknowledges that: (i) pursuant to this Agreement, 
each Borrower desires to utilize their borrowing potential on a consolidated basis; (ii) each Borrower has 
determined that it will benefit specifically and materially from the advances of credit contemplated by this 
Agreement; (iii) it is both a condition precedent to the obligations of Administrative Agent and the 
Lenders hereunder and a desire of each Borrower that each Borrower execute and deliver to the Lenders 
this Agreement and the other required Loan Documents; and (iv) each Borrower has requested and 
bargained for the structure and terms of and security for the advances contemplated by this Agreement 
and the other required Loan Documents.
(b) 
Each Borrower hereby irrevocably and unconditionally: (i) agrees that it is jointly 
and severally liable to Administrative Agent and the Lenders for the full and prompt payment and 
performance of the Indebtedness of each Borrower under this Agreement and each other Loan Document 
that may specify that a particular Borrower is responsible for a given payment or performance; (ii) agrees 
to fully and promptly perform all of its obligations hereunder with respect to each advance of credit 
hereunder as if such advance had been made directly to it; and (iii) agrees as a primary obligation to 
indemnify Administrative Agent and each Lender, on demand, for and against any loss incurred by 
Administrative Agent or any Lender as a result of any of the obligations of any Borrower (the “Subject 
Borrower”) under the Loan Documents being or becoming void, voidable, unenforceable or ineffective 
for any reason whatsoever, whether or not known to the Subject Borrower or any other Person, the 
amount of such loss being the amount which Administrative Agent or the Lenders (or any of them) would 
otherwise have been entitled to recover from each other Borrower.
(c) 
It is the intent of each Borrower that the Indebtedness, obligations and liabilities 
hereunder of no one of them be subject to challenge on any basis related to any Debtor Relief Law 
(including ay federal or state law dealing with fraudulent conveyances or any other law related to 
transfers for less than fair or reasonably equivalent value). Accordingly, as of the Effective Date hereof 
and after giving effect to the other provisions of this subsection (c), the liability of each Borrower under 
this Section 7.29 together with all of its other liabilities to all Persons as of the Effective Date hereof and 
as of any other date on which a transfer is deemed to occur by virtue of this Agreement, calculated in 
amounts sufficient to pay its probable net liabilities on its existing indebtedness as the same become 
absolute and matured (“Dated Liabilities”), is and is to be less than the amount of the aggregate of a fair 
valuation of its property as of such corresponding date (“Dated Assets”). To this end, each Borrower 
under this Section 7.29(c): (i) grants to and recognizes in each other Borrower rights of subrogation and 
contribution in the amount, if any, by which the Dated Assets of such Borrower, but for the aggregate of 
subrogation and contribution in its favor recognized herein, would exceed the Dated Liabilities of such 
Borrower; and (ii) acknowledges receipt of and recognizes its right to subrogation and contribution 
ratably from each other Borrower in the amount, if any, by which the Dated Liabilities of such Borrower, 
but for the aggregate of subrogation and contribution in its favor recognized herein, would exceed the 
Dated Assets of such Borrower under this Section 7.29(c). In recognizing the value of the Dated Assets 
and the Dated Liabilities, it is understood that each Borrower will recognize, to at least the same extent of 
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their aggregate recognition of liabilities hereunder, their rights to subrogation and contribution hereunder. 
It is a material objective of this Section
7.29 that each Borrower recognizes rights to subrogation and contribution rather than be deemed to not be 
solvent (or in contemplation thereof) by reason of an arbitrary interpretation of its joint and several 
obligations hereunder.
(d) 
Until the Indebtedness under the Loan Documents have been paid in full (other 
than inchoate indemnity obligations), the obligations of each Borrower hereunder shall not be released, in 
whole or in part, by any action or thing (other than payment in full of the Indebtedness) which might, but 
for this provision of this Agreement, be deemed a legal or equitable discharge of a surety or guarantor, or 
by reason of any waiver, extension, modification, forbearance or delay or other act or omission of 
Administrative Agent or any Lender (unless, in each case, otherwise expressly set forth therein in writing) 
or its failure to proceed promptly or otherwise, or by reason of any action taken or omitted by 
Administrative Agent or any Lender whether or not such action or failure to act varies or increases the 
risk of, or affects the rights or remedies of, any Borrower, nor shall any modification of any of the Loan 
Documents (unless otherwise expressly set forth therein in writing) or release of any security interest or 
Lien therefor by operation of law or by the action of any third party affect in any way the Indebtedness of 
any Borrower hereunder, and each Borrower hereby expressly waives and surrenders any defense to its 
liability hereunder based upon any of the foregoing acts, omissions, things, agreements or waivers of any 
of them. No Borrower shall be exonerated with respect to its liabilities under this Agreement by any act or 
thing except payment in full of the Indebtedness (other than inchoate indemnity or reimbursement 
obligations), it being the purpose and intent of this Agreement that the Indebtedness constitute the direct 
and primary Indebtedness of each Borrower and that the covenants, agreements and all Indebtedness of 
each Borrower hereunder be absolute, unconditional and irrevocable.
ARTICLE VIII 
AFFIRMATIVE 
COVENANTS
Until Payment in Full, the Borrower covenants and agrees with the Lenders that:
Section 8.01 
Financial Statements; Other Information. The Borrower will furnish to the 
Administrative Agent:
(a) 
Annual Financial Statements. As soon as available, but in any event in 
accordance with then applicable law and not later than ninety (90) days after the end of each fiscal year of 
the Borrower and its Consolidated Subsidiaries, audited consolidated Financial Statements as of the end 
of and for such year, setting forth in each case in comparative form the figures for the previous fiscal 
year, all reported on by an independent public accountant of recognized national standing which is 
otherwise reasonably acceptable to the Administrative Agent (without a “going concern” or like 
qualification or exception and without any qualification or exception as to the scope of such audit (other 
than with respect to, or resulting solely from, the occurrence of the Maturity Date within one year from 
the date such opinion is delivered)) to the effect that such consolidated Financial Statements present fairly 
in all material respects the financial condition and results of operations of the Borrower and its 
Consolidated Subsidiaries, on a consolidated basis in accordance with GAAP consistently applied.
(b) 
Quarterly Financial Statements. As soon as available, but in any event in 
accordance with then applicable law and not later than forty-five (45) days after the end of each fiscal 
quarter of each fiscal year of the Borrower and its Consolidated Subsidiaries, unaudited Financial 
Statements as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, 
setting forth in each case in comparative form the figures for the corresponding period or periods of (or, 
in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its 
Financial Officers as presenting fairly in all material respects the financial condition and results of 
operations of the Borrower and its Consolidated Subsidiaries on a consolidated basis in accordance with 
GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes.
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(c) 
[Reserved.]
(d) 
Certificate of Financial Officer – Compliance. Concurrently with any delivery of 
financial statements under Section 8.01(a) or Section 8.01(b), a certificate of a Financial Officer in 
substantially the form of Exhibit D hereto (i) certifying as to whether a Default has occurred and, if a 
Default has occurred, specifying the details thereof and any action taken or proposed to be taken with 
respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 
9.01, (iii) setting forth information in reasonable detail regarding the calculation of Consolidated Net 
Income and Consolidated EBITDAX, and (iv) stating whether any material change in GAAP or in the 
application thereof to the Borrower’s financial statements has occurred since the date of the most recent 
financial statements previously delivered in connection with this Agreement, and, if any such change has 
occurred, specifying the effect of such change on the financial statements accompanying such certificate.
(e) 
Annual Forecast. Not later than ninety (90) days after the beginning of each fiscal 
year of the Borrower, an annual cash flow and capital expenditure forecast for the Borrower and its 
Subsidiaries for such fiscal year, in a form satisfactory to the Administrative Agent, prepared by or on 
behalf of the Borrower, detailing on a monthly basis (i) the projected production of Hydrocarbons by the 
Credit Parties and the assumptions used in calculating such projections, (ii) an annual operating budget 
(including a cash flow forecast) for the Credit Parties for such fiscal year, (iii) the projected capital 
expenditures to be incurred by the Credit Parties, with a breakdown of those capital expenditures to be 
used for the development of proved undeveloped reserves in the Oil and Gas Properties of the Borrower 
and the Subsidiaries, and the assumptions used in calculating such projections, and (iv) such other 
information as may be reasonably requested by the Administrative Agent.
(f) 
Certificate of Financial Officer – Swap Agreements. Concurrently with any 
delivery of financial statements under Section 8.01(b), a certificate of a Financial Officer, in form and 
substance satisfactory to the Administrative Agent, (i) setting forth as of a recent date, a true and 
complete list of all Swap Agreements of the Borrower and each Subsidiary with an Approved 
Counterparty other than BOKF or an Affiliate thereof, the material terms thereof (including the type, 
term, effective date, termination date and notional amounts or volumes), the net mark to market value 
therefor, any new credit support agreements relating thereto (other than the Loan Documents) not listed 
on Schedule 7.20, any margin required or supplied under any credit support document, and the 
counterparty to each such agreement and (ii) demonstrating compliance with Section 8.18.
(g) 
Certificate of Insurer – Insurance Coverage. Concurrently with any delivery of 
financial statements under Section 8.01(a), one or more certificates of insurance coverage from the 
Borrower’s insurance broker or insurers with respect to the insurance required by Section 8.07, in form and 
substance satisfactory to the Administrative Agent, and, if requested by the Administrative Agent or any 
Lender, all copies of the applicable policies.
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(h) 
[Reserved].
(i) 
[Reserved].
(j) 
Notices Under Material Instruments. Promptly after the furnishing thereof, copies 
of any financial statement, report or notice furnished to or by any Person pursuant to the terms of any 
preferred stock designation, indenture, loan or credit or similar agreement, other than any Loan 
Document, and not otherwise required to be furnished to the Lenders pursuant to any other provision of 
this Section 8.01.
(k) 
[Reserved].
(l) 
Notice of Dispositions of Oil and Gas Properties and Liquidation of Swap 
Agreements. In the event the Borrower or any Guarantor intends to Dispose of any Oil and Gas Properties 
that has a value in excess of ten percent (10%) of the Borrowing Base then in effect (other than 
Hydrocarbons in the ordinary course of business) or any Equity Interests in any Subsidiary, in each case 
in accordance with Section 9.12, at least ten (10) Business Days’ (or such shorter period of time as 
determined by the Administrative Agent in its sole discretion) prior written notice of such Disposition, the 
price thereof and the anticipated date of closing and any other details thereof requested by the 
Administrative Agent or any Lender. In the event that the Borrower or any Guarantor receives any notice 
of early termination of any Swap Agreement to which it is a party from any of its counterparties, or any 
Swap Agreement to which the Borrower or any Guarantor is a party is Liquidated, prompt written notice 
of the receipt of such early termination notice or such Liquidation, (and in the case of a voluntary 
Liquidation of any Swap Agreement, no less than three (3) Business Days’ prior written notice thereof), 
as the case may be, together with a reasonably detailed description or explanation thereof and any other 
details thereof requested by the Administrative Agent or any Lender.
(m) 
Information Regarding the Borrower and Guarantors. At least five (5) days prior 
thereto, or such shorter time as the Administrative Agent may agree to in its sole discretion, written notice 
of any change (i) in the Borrower’s or any Guarantor’s corporate or legal name or in any trade name used 
to identify such Person in the conduct of its business or in the ownership of its Properties, (ii) in the 
location of the Borrower’s or any Guarantor’s chief executive office or principal place of business, (iii) in 
the Borrower’s or any Guarantor’s identity or legal structure or in the jurisdiction in which such Person is 
incorporated or formed, (iv) in the Borrower’s or any Guarantor’s organizational identification number in 
such jurisdiction of organization, and (v) in the Borrower’s or any Guarantor’s federal taxpayer 
identification number.
(n) 
Lease Operating Statements. Concurrently with each delivery of a Reserve 
Report under Section 8.12(a), a Lease Operating Statement covering each calendar month during the six-
month period since the most recently delivered Reserve Report.
(o) 
Notices of Certain Changes. Promptly, but in any event within five (5) Business 
Days after (or such longer period as may be agreed to by the Administrative Agent) the execution thereof, 
copies of any material amendment, modification or supplement to the certificate of formation, articles of
incorporation, by-laws, limited liability company agreement, partnership agreement, any preferred stock 
designation or any other organic document of the Borrower or any Guarantor.
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(p) 
Notice of Casualty Events. Prompt written notice of the occurrence of any 
Casualty Event, and in any event within five (5) Business Days of the occurrence of any Casualty Event 
with respect to Property having a fair market value in excess of $10,000,000 or the commencement of any 
action or proceeding that could reasonably be expected to result in a Casualty Event with respect to 
Property having a fair market value in excess of $10,000,000.
(q) 
Beneficial Ownership. As soon as practicable and in any event within ten (10) 
Business Days following the Administrative Agent’s or any Lender’s request therefor in connection with 
any change in ownership of any Credit Party, any Credit Party that qualifies as a “legal entity customer” 
under the Beneficial Ownership Regulation shall deliver a Beneficial Ownership Certification to the 
Administrative Agent or such Lender in relation to such Credit Party.
(r) 
[Reserved.]
(s) 
Other Requested Information. Promptly, but in any event within five (5) Business 
Days following any reasonable request therefor (or such longer period as may be agreed to by the 
Administrative Agent), such other information regarding the operations, business affairs and financial 
condition of the Borrower or any Subsidiary (including with respect to any Plan, any annual reports or 
other information required to be filed with a Governmental Authority with respect to such Plan under the 
Code or under ERISA), or compliance with the terms of this Agreement or any other Loan Document, as 
the Administrative Agent (or any Lender which has requested through the Administrative Agent) may 
reasonably request.
Section 8.02  Notices of Material Events. The Borrower will furnish to the Administrative Agent 
and each Lender prompt (and in any event within five (5) Business Days after any Responsible Officer of 
the Borrower obtains knowledge thereof) written notice of the following:
(a) 
the occurrence of any Default;
(b) 
the filing or commencement of, or the threat in writing of, any action, suit, 
proceeding, investigation or arbitration by or before any arbitrator or Governmental Authority against or 
affecting any Credit Party not previously disclosed in writing to the Lenders or any material adverse 
development in any action, suit, proceeding, investigation or arbitration (whether or not previously 
disclosed to the Lenders) that, in either case, if adversely determined, could reasonably be expected to 
result in aggregate liability for the Credit Parties in excess of $10,000,000;
(c) 
any other development that results in, or could reasonably be expected to result 
in, a Material Adverse Effect.
Each notice delivered under this Section 8.02 shall be accompanied by a statement of a Responsible 
Officer setting forth the details of the event or development requiring such notice and any action taken or 
proposed to be taken with respect thereto.
Section 8.03  Existence; Conduct of Business. The Borrower will, and will cause each 
Subsidiary to, do or cause to be done all things necessary to preserve, renew and keep in full force and 
effect (a) its legal existence and (b) the rights, licenses, permits, privileges and franchises material to the 
conduct of its business and maintain, if necessary, its qualification to do business in each other 
jurisdiction in which its Oil and Gas Properties are located or the ownership of its Properties requires such 
qualification, except where the failure to so qualify could not reasonably be expected to have a Material 
Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or 
dissolution permitted under Section 9.11.
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Section 8.04  Payment of Obligations. The Borrower will, and will cause each Subsidiary to, 
pay its obligations, including Tax liabilities of the Borrower and all of its Subsidiaries, before the same 
shall become delinquent or in default, except where (a) the validity or amount thereof is being contested 
in good faith by appropriate proceedings, (b) the Borrower or such Subsidiary has set aside on its books 
adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment 
pending such contest could not reasonably be expected to result in a Material Adverse Effect or result in 
the seizure or levy of any Property of the Borrower or any Subsidiary.
Section 8.05  Performance of Obligations under Loan Documents. The Borrower will pay the 
Loans and the other Indebtedness in accordance with the terms hereof, and the Borrower will, and will 
cause each Subsidiary to, perform every act and discharge all of the obligations to be performed and 
discharged by them under the Loan Documents.
Section 8.06  Operation and Maintenance of Properties. The Borrower, at its own expense, 
will, and will cause each Subsidiary to:
(a) 
operate its Oil and Gas Properties and other Properties or cause such Oil and Gas 
Properties and other Properties to be operated in accordance with the practices of the industry and 
materially in compliance with all applicable contracts and agreements and in compliance with all 
Governmental Requirements, including applicable proration requirements and Environmental Laws, and 
all applicable laws, rules and regulations of every other Governmental Authority from time to time 
constituted to regulate the development and operation of its Oil and Gas Properties and the production and 
sale of Hydrocarbons and other minerals therefrom.
(b) 
keep and maintain all Property material to the conduct of its business in good 
working order and condition, ordinary wear and tear excepted, and preserve, maintain and keep in good 
repair, working order and efficiency (ordinary wear and tear excepted) all of its Oil and Gas Properties 
and other Properties material to the conduct of its business, including all equipment, machinery and 
facilities.
(c) 
promptly pay and discharge, or make reasonable and customary efforts to cause 
to be paid and discharged, all delay rentals, royalties, expenses and indebtedness accruing under the leases 
or other agreements affecting or pertaining to its Oil and Gas Properties and do all other things necessary 
to keep unimpaired its rights with respect thereto and prevent any forfeiture thereof or default thereunder.
(d) 
promptly perform or make reasonable and customary efforts to cause to be 
performed, in accordance with customary industry standards, the obligations required by the assignments, 
deeds, leases, sub-leases, contracts and agreements affecting its interests in its Oil and Gas Properties and 
other material Properties.
(e) 
prior to or contemporaneously with Borrower or any other Credit Party entering 
into any operating agreement or relationship governing the operation of any Oil and Gas Properties of any 
Credit Party with any Affiliate of a Credit Party, (i) enter into an Operator Lien Subordination Agreement 
with such Affiliate and (ii) deliver such other documents with respect thereto as the Administrative Agent 
may reasonably request.
To the extent the Borrower and its Subsidiaries are not the operator of any Property, the Borrower shall use 
reasonable efforts to cause the operator to comply with this Section 8.06, but failure of the operator so to 
comply will not constitute a Default or Event of Default.
Section 8.07  Insurance. The Borrower will, and will cause each Subsidiary to, maintain, with 
financially sound and reputable insurance companies, (a) insurance in such amounts and against such 
risks as are customarily maintained by companies engaged in the same or similar businesses operating in 
the same or similar locations and (b) in accordance with all Governmental Requirements. The loss 
payable clauses or provisions in said insurance policy or policies insuring any of the Collateral shall be 
endorsed in favor of and made payable to the Administrative Agent as its interests may appear and such 
policies shall name, or contain an endorsement naming, the Administrative Agent as “additional insured” 
and provide that the insurer will endeavor to give at least thirty (30) days prior notice of any cancellation 
to the Administrative Agent (or, in the case of cancellation for the non-payment of premiums, ten (10) 
days prior notice).
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Section 8.08  Books and Records; Inspection Rights. The Borrower will, and will cause each 
Subsidiary to, keep proper books of record and account in which full, true and correct entries in 
conformity with GAAP are made of all dealings and transactions in relation to its business and activities. 
The Borrower will, and will cause each Subsidiary to, permit any representatives designated by the 
Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its Properties, to 
examine and make extracts from its books and records, and to discuss its affairs, finances and condition 
with its officers and independent accountants, all at such reasonable times and as often as reasonably 
requested; provided so long as no Event of Default exists, no more than one such inspection shall be 
conducted during any calendar year (and the Borrower shall have no obligation to reimburse any Lender 
for the costs of more than one such inspection during any calendar year). Neither Borrower nor any of its 
Subsidiaries will be required to permit the inspection, examination or making of copies, or discussion of, 
any document, information or other matter pursuant to this Section 8.08 in respect of which disclosure to 
Administrative Agent or any Lender or Issuing Bank (or their respective representative or agent) is 
prohibited by law or any binding agreement (or would otherwise cause a breach or default thereunder).
Section 8.09  Compliance with Laws and Contractual Obligations. The Borrower will, and 
will cause each Subsidiary to, comply with (i) all material Contractual Obligations and (ii) all material 
laws, rules, regulations and orders of any Governmental Authority, in the case of each of clauses (i) and 
(ii), applicable to it or its Property, except (other than with respect to Anti-Corruption Laws, applicable 
AML Laws and applicable Sanctions) where the failure to do so, individually or in the aggregate, could 
not reasonably be expected to result in a Material Adverse Effect. The Borrower will maintain in effect 
and enforce policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and 
their respective directors, officers, employees and agents with Anti-Corruption Laws, applicable AML 
Laws and applicable Sanctions.
Section 8.10 
Environmental Matters.
(a) 
The Borrower shall at its sole expense: (i) comply, and cause its Properties and 
operations and each Subsidiary and each Subsidiary’s Properties and operations to comply, with all 
applicable Environmental Laws, to the extent the breach thereof could be reasonably expected to have a 
Material Adverse Effect; (ii) not Release or threaten to Release, and cause each Subsidiary not to Release 
or threaten to Release, any Hazardous Material on, under, about or from any of the Borrower’s or its 
Subsidiaries’ Properties or any other property offsite the Property to the extent caused by the Borrower’s 
or its Subsidiaries’ operations except in compliance with applicable Environmental Laws, to the extent 
such Release or threatened Release could reasonably be expected to have a Material Adverse Effect; (iii) 
timely obtain or file, and cause each Subsidiary to timely obtain or file, all Environmental Permits, if any, 
required under applicable Environmental Laws to be obtained or filed in connection with any Credit 
Party’s operation or use of their Properties, to the extent such failure to obtain or file could reasonably be 
expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to 
completion, and cause each Subsidiary to promptly commence and diligently prosecute to completion, 
any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, 
remediation or other remedial obligations (collectively, the “Remedial Work”) to the extent any Remedial 
Work is required under applicable Environmental Laws because of or in connection with the actual or 
suspected past, present or future Release or threatened Release of any Hazardous Material on, under, 
about or from any of any Credit Party’s Properties, to the extent failure to do so could reasonably be 
expected to have a Material Adverse Effect; (v) conduct, and cause its Subsidiaries to conduct, their 
respective operations and businesses in a manner that will not expose any Property or Person to 
Hazardous Materials that could reasonably be expected to have a Material Adverse Effect; and (vi) 
establish and implement, and shall cause each Subsidiary to establish and implement, such procedures as 
may be necessary to continuously determine and assure that the Borrower’s and its Subsidiaries’ 
obligations under this Section 8.10(a) are timely and fully satisfied, which failure to establish and 
implement could reasonably be expected to have a Material Adverse Effect; provided that none of the 
Borrower or any Subsidiary shall be required to undertake any such Remedial work or other action to the 
extent that its obligation to do so is (y) not required by applicable Environmental Laws, or (z) is being 
contested in good faith and proper proceedings and appropriate reserves are being maintained with respect 
to such circumstances in accordance with GAAP.
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(b) 
[Reserved].
(c) 
The Borrower will promptly, but in no event later than ten (10) Business Days 
after the occurrence thereof, notify the Administrative Agent and the Lenders in writing of any threatened 
action, investigation or inquiry by any Governmental Authority or any threatened demand or lawsuit by 
any Person against the Borrower or any Subsidiary or their respective Properties of which the Borrower 
has knowledge in connection with any Environmental Laws if the Borrower could reasonably anticipate 
that such action will result in liability (whether individually or in the aggregate) in excess of the 
Threshold Amount after taking into account any insurance coverage.
(d) 
The Borrower will, and will cause each Subsidiary to, provide environmental 
assessments, audits and tests in accordance with the most current version of the American Society of 
Testing Materials standards upon reasonable request by the Administrative Agent and the Lenders and no 
more than once per year in the absence of any Event of Default (or as otherwise required to be obtained 
by the Administrative Agent or the Lenders by any Governmental Authority) for their respective Oil and 
Gas Properties. To the extent the Borrower and its Subsidiaries are not the operator of any Oil and Gas 
Property, the Borrower shall use reasonable efforts to cause the operator to comply with this Section 
8.10(d), but failure of the operator so to comply will not constitute a Default or Event of Default.
Section 8.11 
Further Assurances.
(a) 
The Borrower at its sole expense will, and will cause each Subsidiary to, 
promptly execute and deliver to the Administrative Agent all such other documents, agreements and 
instruments reasonably requested by the Administrative Agent to comply with, cure any defects or 
accomplish the conditions precedent, covenants and agreements of the Borrower or any Subsidiary, as the 
case may be, in the Loan Documents, including any Note, or to further evidence and more fully describe 
the collateral intended as security for the Indebtedness, or to correct any omissions in this Agreement or 
the Security Instruments, or to state more fully the obligations secured therein, or to perfect, protect or 
preserve any Liens created pursuant to this Agreement or any of the Security Instruments or the priority 
thereof, or to make any recordings, file any notices or obtain any consents, all as may be reasonably 
necessary or appropriate, in the sole and reasonable discretion of the Administrative Agent, in connection 
therewith.
(b) 
The Borrower hereby authorizes the Administrative Agent to file, in each Credit 
Party’s jurisdiction of organization and in any other jurisdiction in which the filing of a financing statement 
is required under the UCC to perfect the Administrative Agent’s security interest in any Collateral, one or 
more financing or continuation statements, and amendments thereto, relative to all or any part of the 
Collateral without the signature of the Borrower or any Credit Party where permitted by law. A carbon, 
photographic or other reproduction of the Security Instruments or any financing statement covering the 
Collateral or any part thereof shall be sufficient as a financing statement where permitted by law. The 
Borrower acknowledges and agrees that any such financing statement may describe the Collateral as “all 
assets” of the applicable Credit Party or words of similar effect as may be required by the Administrative 
Agent.
(c) 
In connection with each redetermination (but not any adjustment) of the 
Borrowing Base, the Borrower shall review the applicable Reserve Report, if any, and the list of current 
Mortgaged Properties, to ascertain whether the PV-9 of the Mortgaged Properties (calculated at the time 
of redetermination) meets the Collateral Coverage Minimum after giving effect to exploration and 
production activities, acquisitions, Dispositions and production. In the event that the Mortgages 
constituting Acceptable Security Interests does not at any time satisfy the Collateral Coverage Minimum, 
then the Borrower shall, and shall cause the other Credit Parties to, grant, within sixty (60) days of 
delivery of notice from the Administrative Agent thereof (or such longer period as the Administrative 
Agent may agree in its reasonable discretion), to the Administrative Agent as security for the Obligations 
additional Acceptable Security Interests, in the form of first-priority Lien (subject to Permitted Liens) on 
additional Oil and Gas Properties not already subject to a Lien of the Security Instruments, such that, after 
giving effect thereto, the Collateral Coverage Minimum is satisfied. All such Liens will be created and 
perfected by and in accordance with the provisions of the Security Instruments, including, if applicable, 
any additional Mortgages (or amendments to existing Mortgages).
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Section 8.12 
Reserve Reports.
(a) 
On or before the Effective Date (with respect to the Initial Reserve Report), and 
thereafter on or before March 1st and September 1st of each year, commencing March 1, 2024, the 
Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report evaluating the Oil 
and Gas Properties of the Credit Parties as of a recent date reasonably acceptable to the Administrative 
Agent (whether as set forth within the definition of Reserve Report and this Section 8.12, or as otherwise 
reasonably acceptable to the Administrative Agent), as of the immediately preceding December 31st (for 
the Reserve Report delivered on or before March 1st) or as of the immediately preceding June 30th (for the 
Reserve Report delivered on or before September 1st). The Reserve Report as of December 31st of each 
year shall be prepared by one or more Approved Petroleum Engineers, and the Reserve Report as of June 
30th of each year shall be prepared either by Approved Petroleum Engineers or by the Borrower’s internal 
reserve engineering staff in accordance with the procedures used in the immediately preceding Reserve 
Report prepared by an Approved Petroleum Engineer. Each Reserve Report shall be in form and 
substance reasonably acceptable to the Administrative Agent.
(b) 
In the event of an Interim Redetermination, the Borrower shall furnish to the 
Administrative Agent and the Lenders a Reserve Report prepared by the Borrower’s internal reserve 
engineering staff, in form and substance reasonably acceptable to the Administrative Agent. For any 
Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to Section 
2.07(b), the Borrower shall provide such Reserve Report with an “as of” date as required by the 
Administrative Agent as soon as possible, but in any event no later than thirty (30) days following the 
receipt of such request.
(c) 
With the delivery of each Reserve Report, the Borrower shall provide to the 
Administrative Agent and the Lenders a certificate from a Responsible Officer certifying that in all 
material respects: (i) the information contained in the Reserve Report and any other information delivered 
in connection therewith is true and correct, (ii) the Borrower or its Subsidiaries owns good and defensible 
title to the Oil and Gas Properties evaluated in such Reserve Report and such Properties are free of all 
Liens except for Permitted Liens, (iii) except as set forth on an exhibit to the certificate, on a net basis 
there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in 
Section 7.18 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would 
require the Borrower or any Subsidiary to deliver Hydrocarbons either generally or produced from such 
Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) 
none of their Oil and Gas Properties have been sold since the date of the most recent Reserve Report 
delivered hereunder except as set forth on an exhibit to the certificate, which certificate shall list all of 
such Oil and Gas Properties sold (other than Hydrocarbons sold in the ordinary course of business) and in 
such detail as required by the Administrative Agent, (v) attached to the certificate is a list of all marketing 
agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve 
Report which the Borrower could reasonably be expected to have been obligated to list on Schedule 7.19 
had such agreement been in effect on the date hereof and (vi) attached thereto is a schedule of the Oil and 
Gas Properties evaluated by such Reserve Report that are Mortgaged Properties and demonstrating that 
the total value of such Mortgaged Properties as a percentage of the total value of the Oil and Gas 
Properties evaluated in such Reserve Report is in compliance with Section 8.14(a).
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Section 8.13 
Title Information.
(a) 
On or before the delivery to the Administrative Agent and the Lenders of each 
Reserve Report required by Section 8.12(a), the Borrower will deliver title information in form and 
substance acceptable to the Administrative Agent covering enough of the Oil and Gas Properties 
evaluated by such Reserve Report that were not included in the immediately preceding Reserve Report, so 
that the Administrative Agent shall have received, together with title information previously delivered to 
the Administrative Agent, title information satisfactory to the Administrative Agent on at least eighty 
percent (80%) of the total value of the Proved Oil and Gas Properties evaluated by such Reserve Report; 
provided that title information provided with respect to Oil and Gas Properties that are not Mortgaged 
Properties shall not be considered acceptable.
(b) 
If the Borrower has provided title information for additional Oil and Gas 
Properties under Section 8.13(a) the Borrower shall, within ninety (90) days (or such longer period of 
time as may be acceptable to the Administrative Agent in its sole discretion) after notice from the 
Administrative Agent that title defects or exceptions exist with respect to such additional Oil and Gas 
Properties, either (i) cure any such title defects or exceptions (including defects or exceptions as to 
priority) which are not permitted by Section 9.03 raised by such information, (ii) substitute acceptable 
Mortgaged Properties with title information satisfactory to the Administrative Agent and having an 
equivalent value or (iii) deliver title information in form and substance acceptable to the Administrative 
Agent so that the Administrative Agent shall have received, together with title information previously 
delivered to the Administrative Agent, title information satisfactory to the Administrative Agent on at 
least eighty percent (80%) of the total value of the Proved Oil and Gas Properties evaluated by such 
Reserve Report; provided that title information provided with respect to Oil and Gas Properties that are 
not Mortgaged Properties shall not be considered acceptable.
(c) 
Notwithstanding Section 10.01(e), if the Borrower fails to cure any title defect 
requested by the Administrative Agent to be cured within the 90-day period (or such longer period of time 
as may be acceptable to the Administrative Agent in its sole discretion) or the Borrower fails to comply 
with the requirements to provide acceptable title information covering at least eighty percent (80%) of the 
total value of the Proved Oil and Gas Properties evaluated in the most recent Reserve Report, such failure 
shall not be a Default or an Event of Default, but instead the Administrative Agent and/or the Required 
Lenders shall have the right to exercise the following remedy in their sole and reasonable discretion from 
time to time, and any failure to so exercise this remedy at any time shall not be a waiver as to future 
exercise of the remedy by the Administrative Agent or the Lenders. Such remedy is to have the 
Administrative Agent declare that such unacceptable Mortgaged Property shall not count towards the 
eighty percent (80%) requirement, and the Administrative Agent may send a notice to the Borrower and 
the Lenders that the then outstanding Borrowing Base shall be reduced by an amount as determined by 
the Required Lenders to cause the Borrower to be in compliance with the requirement to provide 
acceptable title information as provided in Section 8.13(a). This new Borrowing Base shall become 
effective immediately after the Borrower’s receipt of such notice.
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Section 8.14 
Additional Collateral.
(a) 
In connection with each redetermination of the Borrowing Base, the Borrower 
shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 
8.12(c)) to ascertain whether the Mortgaged Properties with title information acceptable to Administrative 
Agent in accordance with Section 8.13 represent at least eighty percent (80%) of the total value of the 
Proved Oil and Gas Properties evaluated in the most recently completed Reserve Report after giving 
effect to exploration and production activities, acquisitions, Dispositions and production. In the event that 
the Mortgaged Properties with title information acceptable to Administrative Agent in accordance with 
Section 8.13 do not represent at least eighty percent (80%) of such total value, then the Borrower shall, 
and shall cause its Subsidiaries to, grant, within 45 days (or such longer period of time as may be 
acceptable to the Administrative Agent) after delivery of the certificate required under Section 8.12(c), to 
the Administrative Agent, as security for the Indebtedness, an Acceptable Security Interest in the form of 
a first priority Lien (provided that Permitted Liens may exist) on additional Proved Oil and Gas Properties 
of the Credit Parties that are not already subject to a Lien of the Security Instruments such that after 
giving effect thereto, the Mortgaged Properties with title information acceptable to Administrative Agent 
in accordance with Section
8.13 will represent at least eighty percent (80%) of such total value. All such Liens will be created and 
perfected by and in accordance with the provisions of Mortgages or other Security Instruments, all in 
form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and 
acknowledged where necessary or appropriate) counterparts for recording purposes.
(b) 
[Reserved].
(c) 
[Reserved.]
(d) 
The Borrower will at all times cause all Collateral to be subject to an Acceptable 
Security Interest in the form of a first priority Lien of the Security Instruments (subject only to Permitted 
Liens), excluding only the “Excluded Collateral” (as defined in the Security Agreement), in each case, in 
accordance with the Security Instruments.
(e) 
Notwithstanding any provision in any of the Loan Documents to the contrary, in 
no event is any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured 
(Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party 
included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be 
encumbered by any Security Instrument; provided, that (A) the applicable Credit Party’s interests in all 
lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be 
included in the Mortgaged Property and shall be encumbered by all applicable Security Instruments and 
(B) the Borrower shall not, and shall not permit any of its Subsidiaries to, permit to exist any Lien on any 
Building or Manufactured (Mobile) Home except Permitted Liens.
Section 8.15  ERISA Compliance. The Borrower will promptly furnish and will cause the 
Subsidiaries to promptly furnish to the Administrative Agent (a) promptly after the filing thereof with the 
United States Secretary of Labor or the Internal Revenue Service, copies of each annual and other report 
with respect to each Plan sponsored or maintained by the Borrower, any Subsidiary, any ERISA Affiliate 
or any trust created thereunder, and (b) immediately upon becoming aware of the occurrence of any 
“prohibited transaction,” as described in Section 406 of ERISA or in Section 4975 of the Code, in 
connection with any Plan or any trust created thereunder, that is reasonably expected to result in material 
liability to the Borrower or any Subsidiary, a written notice signed by the President or the principal 
Financial Officer of the Borrower or the Subsidiary (or if applicable, an ERISA Affiliate), as the case may 
be, specifying the nature thereof, what action the Borrower, the Subsidiary or the ERISA Affiliate is 
taking or proposes to take with respect thereto, and, when known, any action taken or proposed by the 
Internal Revenue Service or the Department of Labor with respect thereto.
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Section 8.16  Marketing Activities. The Borrower will not, and will not permit any of its 
Subsidiaries to, engage in marketing activities for any Hydrocarbons or enter into any contracts related 
thereto other than (a) contracts for the sale of Hydrocarbons scheduled or reasonably estimated to be 
produced from their Oil and Gas Properties during the period of such contract, (b) contracts for the sale of 
Hydrocarbons scheduled or reasonably estimated to be produced from Oil and Gas Properties of third 
parties during the period of such contract associated with the Oil and Gas Properties of the Borrower and 
the Subsidiaries that the Borrower or any Subsidiary has the right to market pursuant to joint operating 
agreements, unitization agreements or other similar contracts that are usual and customary in the oil and 
gas business and (c) other contracts for the purchase and/or sale of Hydrocarbons of third parties (i) which 
have generally offsetting provisions (i.e., corresponding pricing mechanics, delivery dates and points and 
volumes) such that no “position” is taken and (ii) for which appropriate credit support has been taken to 
alleviate the material credit risks of the counterparty thereto.
Section 8.17 Commodity Exchange Act Keepwell Provisions. The Borrower hereby absolutely, 
unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from 
time to time by each Credit Party (other than the Borrower) that is not otherwise an “eligible contract 
participant” as defined in the Commodity Exchange Act in order for such Credit Party to honor its 
obligations under the Guaranty Agreement including obligations with respect to Swap Agreements 
(provided, however, that the Borrower shall only be liable under this Section 8.17 for the maximum 
amount of such liability that can be hereby incurred without rendering its obligations under this Section 
8.17, or otherwise under this Agreement or any Loan Document, as it relates to such other Credit Parties, 
voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any 
greater amount). The obligations of the Borrower under this Section 8.17 shall remain in full force and 
effect until all Indebtedness is paid in full to the Lenders, the Administrative Agent and all other Secured 
Parties, and all of the Lenders’ Commitments are terminated. The Borrower intends that this Section 8.17 
constitute, and this Section 8.17 shall be deemed to constitute, a “keepwell, support, or other agreement” 
for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity 
Exchange Act.
Section 8.18 
[Reserved].
Section 8.19 
Deposit Accounts; Commodity Accounts. On and after the Effective Date:
(a) 
Each Borrower shall, and shall cause each Guarantor to, cause each of its Deposit 
Accounts and Securities Accounts maintained with BOKF or an Affiliate thereof (other than Excluded 
Accounts) at all times to be subject to an Acceptable Security Interest, maintained pursuant to an Account 
Control Agreement or otherwise.
(b) 
Each Borrower shall, and shall cause each Guarantor to, maintain all Deposit 
Accounts and Securities Accounts (other than Excluded Accounts) with BOKF or an Affiliate thereof.
ARTICLE IX 
NEGATIVE COVENANTS
Until Payment in Full, the Borrower covenants and agrees with the Lenders 
that: 
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Section 9.01 
Financial Covenants.
(a) 
Consolidated Net Leverage Ratio. The Borrower will not permit, as of the last day 
of any Rolling Period, commencing with the fiscal quarter ending March 31, 2024, the Consolidated Net 
Leverage Ratio to exceed 3.00 to 1.00.
(b) 
Current Ratio. The Borrower will not permit, as of the last day of any fiscal 
quarter, commencing with the fiscal quarter ending March 31, 2024, the ratio of (i) consolidated current 
assets of the Borrower and its Consolidated Subsidiaries (including the unused amount of the 
Commitments, but excluding non-cash assets under the equivalent of ASC 410 and ASC 815 under 
GAAP and non-cash assets in respect of gas imbalances under GAAP) as of such date to (ii) consolidated 
current liabilities of the Borrower and its Consolidated Subsidiaries (including current maturities under 
this Agreement, but excluding non-cash obligations under the equivalent of ASC 410 and ASC 815 under 
GAAP and non-cash obligations in respect of gas imbalances under GAAP) as of such date to be less than 
1.00 to 1.00.
Section 9.02 
Debt. The Borrower will not, and will not permit any Subsidiary to, incur, 
create, assume or suffer to exist any Debt, except:
(a) 
the Loans and other Indebtedness arising under the Loan Documents, or any 
guaranty of or suretyship arrangement for the Loans and or other Indebtedness arising under the Loan 
Documents;
(b) 
Debt under Capital Leases, Synthetic Leases, or purchase money obligations for 
fixed or capital assets; provided that the aggregate principal amount of all Debt described in this Section 
9.02(b) at any one time outstanding shall not exceed the Threshold Amount;
(c) 
Debt arising under Swap Agreements permitted under Section 9.18 other than 
debt for borrowed money or other obligations that should appear as a liability on the balance sheet under 
GAAP;
(d) 
Debt associated with bonds or surety obligations required by Governmental 
Requirements in connection with the operation of the Oil and Gas Properties;
(e) 
intercompany Debt between the Borrower and any Guarantor or between 
Guarantors to the extent permitted by Section 9.05(c); provided that such Debt is not held, assigned, 
transferred, negotiated or pledged to any Person other than the Borrower or one of the Guarantors; and, 
provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to 
the Indebtedness on terms set forth in the Guaranty Agreement;
(f) 
Debt owed to any Person providing workers’ compensation, health, disability, or 
other employee benefits (including contractual and statutory benefits) or property, casualty, liability, or 
credit insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case 
incurred in the ordinary course of business;
(g) 
Guarantees by the Borrower or any Subsidiary in respect of Indebtedness 
otherwise permitted hereunder of the Borrower, any Subsidiary, or any Guarantor;
(h) 
Debt existing on the date hereof and set forth in Schedule 9.02 and extensions, 
renewals, and replacements of any such Debt that do not increase the outstanding principal amount thereof; 
and
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(i) 
(i) Debt of the Borrower or any Subsidiary assumed in connection with an 
Investment permitted pursuant to Section 9.05; (ii) Debt arising from agreements of Borrower or the 
Subsidiaries providing for indemnification, adjustment of purchase or acquisition price and deferred or 
contingent purchase price obligations (including earnouts, holdbacks, or similar obligations), in each case, 
incurred or assumed in connection with an Investment, or (iii) other unsecured Debt; provided that the 
aggregate principal amount of all Debt described in this Section 9.02(i) at any one time outstanding shall 
not exceed the Threshold Amount.
Section 9.03 
Liens. The Borrower will not, and will not permit any Subsidiary to, create, 
incur, assume or permit to exist any Lien on any of its Properties (now owned or hereafter acquired), 
except:
(a) 
Liens securing the payment of any Indebtedness;
(b) 
Excepted Liens;
(c) 
Liens securing Capital Leases, Synthetic Leases, or purchase money obligations 
permitted by Section 9.02(b) but only on the Property under lease, together with any improvements, 
fixtures or accessions to such Property and the proceeds of such Property, improvements, fixtures or 
accessions;
(d) 
Liens existing as of the date hereof and set forth in Schedule 9.03 that secure 
Debt permitted by Section 9.02(h); and
(e) 
Liens existing on the assets of any Person that becomes a Subsidiary, or existing 
on assets acquired pursuant to an Investment permitted pursuant to Section 9.05 to the extent the Liens on 
such assets secure Debt permitted by Section 9.02(i)(i); provided that such Liens attach at all times only 
to the same assets that such Liens (other than proceeds and products thereof) attached to, and secure only 
the same Debt, provided further that at the time any such Investment with any such Lien arises, the 
Borrower shall deliver to the Administrative Agent a supplement to Schedule 9.03 setting forth all such 
Liens.
Section 9.04   Restricted Payments. On and after the Effective Date, the Borrower will not, and 
will not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, 
any Restricted Payment, return any capital to its Equity Interest holders or make any distribution of its 
Property to its Equity Interest holders, except:
(a) 
the Borrower may make Permitted Tax Distributions provided that no Event of 
Default or Borrowing Base Deficiency then exists as of the date of such proposed Restricted Payment or 
would result therefrom; and
(b) 
the Borrower may make any other Restricted Payments; provided that (A) no 
Event of Default or Borrowing Base Deficiency then exists as of the date of such proposed Restricted 
Payment or would result therefrom; (B) immediately before and after giving effect to such Restricted 
Payment, the Borrower and its Consolidated Subsidiaries are in compliance on a pro forma basis with a 
Consolidated Net Leverage Ratio (for such purposes of calculating Consolidated Net Leverage Ratio, 
using Consolidated EBITDAX for the most recent period for which financial statements were delivered 
pursuant to Section 8.01(a) or Section 8.01(b) and using Consolidated Net Funded Debt as of the date of 
such proposed Restricted Payment) of no greater than 1.00 to 1.00; and (C) the Borrower shall have 
provided the Administrative Agent not less than ten (10) Business Days’ prior written notice before 
making such Restricted Payment (or such shorter period as may be agreed to by Administrative Agent in 
its sole discretion); provided that Administrative Agent and Lenders agree that any press release or other 
public notice issued by Borrower with respect to the same shall satisfy the notice requirement set forth in 
Section 9.04(b)(C), provided further that, upon the Administrative Agent’s request, the Borrower will 
promptly deliver all such additional information and/or materials in connection therewith as the 
Administrative Agent requests.
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Section 9.05  Investments, Loans and Advances. The Borrower will not, and will not permit 
any Subsidiary to, make or permit to exist, any Investments in or to any Person, except that the foregoing 
restriction shall not apply to:
(a) 
Investments made prior to the Effective Date that are disclosed in Schedule 9.05;
(b) 
Cash Equivalents;
(c) 
Investments made by the Borrower in or to any Guarantor (including any newly 
formed Subsidiary that becomes a Guarantor in accordance with this Agreement) or made by any 
Subsidiary in or to the Borrower or any Guarantor (including any newly formed Subsidiary that becomes a 
Guarantor in accordance with this Agreement);
(d) 
subject to the limits in Section 9.06, to the extent, if any, constituting 
Investments, Investments consisting of direct ownership interests in or other acquisitions of additional Oil 
and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint 
operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other 
similar arrangements which are usual and customary in the oil and gas exploration and production 
business located within the geographic boundaries of the United States of America;
(e) 
loans or advances to employees, officers or directors in the ordinary course of 
business of the Borrower or any of its Subsidiaries, in each case only as permitted by applicable law, but in 
any event not to exceed $500,000 in an aggregate principal amount at any time outstanding, except to the 
extent that the proceeds of such loans are paid to or retained by the Borrower substantially 
contemporaneously with the making of such loans to fund such employee’s, officer’s or director’s purchase 
of Equity Interests (other than Disqualified Capital Stock) in the Borrower;
(f) 
(i) Investments in stock, obligations or securities received in settlement of debts 
arising from Investments permitted under this Section 9.05 or from accounts receivable arising in the 
ordinary course of business, which Investments are obtained by the Borrower or any other Subsidiary as a 
result of a bankruptcy or other insolvency proceeding of, or difficulties in collecting from, the obligor in 
respect of such obligations; (ii) Investments consisting of extensions of credit in the nature of accounts 
receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and 
Investments received in satisfaction or partial satisfaction thereof from financially troubled account 
debtors to the extent reasonably necessary in order to prevent or limit loss; (iii) guarantees permitted by 
Section 9.02; (iv) capital stock, promissory notes, and other similar non-cash consideration received by 
the Borrower or any Subsidiary in connection with a transaction permitted by Section 9.12; (v) 
Investments in existence on the Effective Date and extensions, renewals, modifications, or restatements or 
replacements thereof; and (vi) other Investments; provided that the aggregate amount of all Investments 
described in this Section 9.05(f) during any 12-month period shall not exceed the Threshold Amount.
Section 9.06  Nature of Business; No International Operations. The Borrower will not, and 
will not permit any Subsidiary to, engage in any material line of business substantially different from 
those lines of business conducted by the Borrower or any Subsidiary on the date hereof or any business 
substantially related or incidental thereto. The Borrower shall at all times remain organized under the laws 
of the United States of America or any State thereof or the District of Columbia.
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Section 9.07   Limitation on Leases. The Borrower will not, and will not permit any Subsidiary 
to, create, incur, assume or suffer to exist any obligation for the payment of rent or hire of Property of any 
kind whatsoever (real or personal but excluding Capital Leases, leases of Hydrocarbon Interests and 
leases of drilling rigs), under leases or lease agreements which would cause the aggregate amount of all 
payments made by the Borrower and the Subsidiaries pursuant to all such leases or lease agreements, 
including, without limitation, any residual payments at the end of any lease, to exceed $25,000,000 in any 
period of twelve consecutive calendar months during the life of such leases.
Section 9.08  Proceeds of Loans; OFAC. The Borrower will not permit the proceeds of the 
Loans or Letters of Credit to be used for any purpose other than those permitted by Section 7.21. No 
Borrower nor any Person acting on behalf of the Borrower has taken or will take any action which might 
cause any of the Loan Documents to violate Regulations T, Regulation U or Regulation X or any other 
regulation of the Board or to violate Section 7 of the Exchange Act or any rule or regulation thereunder, 
in each case as now in effect or as the same may hereinafter be in effect. If requested by the 
Administrative Agent, the Borrower will furnish to the Administrative Agent and each Lender a statement 
to the foregoing effect in conformity with the requirements of FR Form U-1 or such other form referred to 
in Regulation U, Regulation T or Regulation X of the Board, as the case may be. The Borrower will not 
request any Borrowing or Letter of Credit, and the Borrower shall not use, directly or indirectly, and shall 
procure that its Subsidiaries and its or their respective directors, officers, employees, Affiliates and agents 
shall not use, the proceeds of any Borrowing or Letter of Credit or lend, contribute, or otherwise make 
available such proceeds to any Subsidiary, other Affiliate, joint venture partner or other Person (a) in 
furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or 
anything else of value, to any Person in violation of any Anti-Corruption Laws or AML Laws, (b) for the 
purpose of funding, financing or facilitating any activities, business or transaction of or with any 
Sanctioned Person, or in any Sanctioned Country, or involving any goods originating in or with a 
Sanctioned Person or Sanctioned Country, or (c) in any manner that would result in the violation of any 
Sanctions by any Person (including any Person participating in the transactions contemplated hereunder, 
whether as underwriter, advisor lender, investor or otherwise).
Section 9.09   ERISA Compliance. Except for actions that would not reasonably be expected to 
result in a Material Adverse Effect, the Borrower will not, and will not permit any Subsidiary to, at any 
time:
(a) 
engage in, or permit any ERISA Affiliate to engage in, any transaction in 
connection with which the Borrower, a Subsidiary or any ERISA Affiliate could be subjected to either a 
civil penalty assessed pursuant to subsections (c), (i), (l) or (m) of Section 502 of ERISA or a tax imposed 
by Chapter 43 of Subtitle D of the Code;
(b) 
fail to make, or permit any ERISA Affiliate to fail to make, full payment when 
due of all amounts which, under the provisions of any Plan, agreement relating thereto or applicable law, 
the Borrower, a Subsidiary or any ERISA Affiliate is required to pay as contributions thereto; or
(c) 
contribute to or assume an obligation to contribute to, or permit any ERISA 
Affiliate to contribute to or assume an obligation to contribute to (i) any employee welfare benefit plan, as 
defined in Section 3(1) of ERISA, including any such plan maintained to provide benefits to former
employees of such entities, that may not be terminated by such entities in their sole discretion at any time 
without any material liability, or (ii) any employee pension benefit plan, as defined in Section 3(2) of 
ERISA, that is subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the Code.
Section 9.10   Sale or Discount of Notes or Receivables. Except for the sale of defaulted notes 
or accounts receivable in connection with the compromise or collection thereof and not in connection 
with any financing transaction, the Borrower will not, and will not permit any Subsidiary to, discount or 
sell (with or without recourse) any of its notes receivable or accounts receivable to any Person other than 
the Borrower or any Guarantor.
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Section 9.11  Mergers, Etc.. The Borrower will not, and will not permit any Subsidiary to merge 
into or with or consolidate with any other Person, or permit any other Person to merge into or consolidate 
with it, or sell, transfer, lease or otherwise Dispose of (whether in one transaction or in a series of 
transactions) all or substantially all of its Property to any other Person (whether now owned or hereafter 
acquired) (any such transaction, a “consolidation”), or liquidate or dissolve; provided that so long as no 
Default or Event of Default has occurred and is then continuing, any Subsidiary may participate in a 
consolidation with the Borrower (provided that the Borrower shall be the survivor) or any other Wholly- 
Owned Subsidiary (provided that the Wholly-Owned Subsidiary shall be the survivor). The Borrower will 
not change its organizational form, or enter into any transaction which has the effect of changing the 
Borrower’s organizational form.
Section 9.12  Sale of Properties and Liquidation of Swap Agreements. Without the prior 
written consent of the Administrative Agent (provided that the delivery of a written release of any 
Collateral executed by the Administrative Agent shall constitute prior written consent; provided further 
that Administrative Agent’s written consent to any Disposition shall not be unreasonably withheld, 
conditioned or delayed so long as no Event of Default or Borrowing Base Deficiency exists), the 
Borrower will not, and will not permit any Subsidiary to, Dispose of any Oil and Gas Property or any 
Equity Interest in any Subsidiary that owns any Oil and Gas Property, or to Liquidate any Swap 
Agreement in respect of commodities, except for:
(a) 
the sale of Hydrocarbons in the ordinary course of business;
(b) 
Dispositions constituting farmouts, trades, swaps or similar exchanges in the 
ordinary course of business of Properties that are not Proved Oil and Gas Properties and that are not with 
respect to Properties with an aggregate fair market value (prior to the farmouts) in excess of the Threshold 
Amount in any twelve-month period;
(c) 
the sale or transfer of equipment and other personal property that is no longer 
necessary for the business of such Credit Party or is replaced by equipment or personal property of at least 
comparable value and use;
(d) 
Dispositions of interest in Oil and Gas Properties in respect of Immaterial Title 
Deficiencies in order to discharge such Immaterial Title Deficiencies or an obligation giving rise thereto;
(e) 
Dispositions of Oil and Gas Properties that do not constitute Proved Oil and Gas 
Properties in an amount not to exceed the Threshold Amount in the aggregate during any twelve-month 
period; and
(f) 
any other Disposition of Oil and Gas Property and any Liquidations, in an 
amount not to exceed the Threshold Amount in the aggregate during any twelve-month period, provided 
that:
(i) 
except with respect to Casualty Events, no Event of Default shall exist or 
result from such Disposition or Liquidation;
(ii) 
[Reserved];
(iii) 
the consideration received in respect of such Disposition or Liquidation 
shall be equal to or greater than the fair market value of the (A) Oil and Gas Property and any 
interest therein, (B) Subsidiary subject of such Disposition, or (C) Swap Agreement subject of 
such Liquidation (as reasonably determined by the board of managers, board of directors, or other 
comparable governing body of the Borrower), and, in each case, if requested by the 
Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the 
Borrower certifying to that effect;
(iv) 
if such Disposition or Liquidation would trigger a reduction in the 
Borrowing Base pursuant to Section 2.07(e), the Borrower shall deliver to the Administrative 
Agent seven Business Days’ prior written notice (or such shorter time as the Administrative 
Agent may agree in its sole discretion and, in any case, which notice may be provided by e-mail) 
of such Disposition or Liquidation and shall provide the Administrative Agent with such 
information in connection therewith as the Administrative Agent may reasonably request; and
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(v) 
if a Borrowing Base Deficiency exists after any resulting reduction in the 
Borrowing Base pursuant to Section 2.07(e), the Borrower shall prepay Borrowings in accordance 
with Section 3.04(c)(iii).
Section 9.13  Environmental Matters. The Borrower will not, and will not permit any 
Subsidiary to, cause or permit any of its Property to be in violation of, or Release or threaten to Release 
Hazardous Materials, or expose any Person to Hazardous Materials, or subject any such Property to any 
Remedial Work under any Environmental Law, where such violations, Release or threatened Release, 
exposure, or Remedial Work could reasonably be expected to have a Material Adverse Effect.
Section 9.14  Transactions with Affiliates. The Borrower will not, and will not permit any 
Subsidiary to, enter into any transaction, including, without limitation, any purchase, sale, lease or 
exchange of Property or the rendering of any service, with any Affiliate (other than transactions between 
the Borrower and any Guarantor and transactions between Guarantors) unless such transactions are 
otherwise permitted under this Agreement and are upon fair and reasonable terms no less favorable to it 
than it would obtain in a comparable arm’s length transaction with a Person not an Affiliate.
Section 9.15  Subsidiaries. The Borrower will not, and will not permit any Subsidiary to, create 
or acquire any additional subsidiary unless the Borrower gives written notice to the Administrative Agent 
of such creation or acquisition.
Section 9.16  Negative Pledge Agreements; Subsidiary Dividend Restrictions. The Borrower 
will not, and will not permit any Guarantor to, create, incur, assume or suffer to exist any contract, 
agreement or understanding (other than (a) this Agreement and the Security Instruments, (b) agreements 
or arrangements evidencing or related to secured Debt permitted by this Agreement to the extent such 
restriction applies only to the property securing such Debt, (c) customary restrictions and conditions with 
respect to the sale or disposition of Property or Equity Interests permitted under Section 9.12 pending the 
consummation of such sale or disposition, (d) any leases or licenses or similar contracts as they affect any 
Property or Lien subject to a lease or license and customary prohibitions on assignment contained in 
software license agreements, (e) agreements and understandings contained in joint venture agreements or 
other similar agreements entered into in the ordinary course of business in respect to the disposition or
distribution of assets of such joint venture, (f) any restrictions or conditions set forth in any agreement in 
effect at any time any Person becomes or is designated a Subsidiary; provided that such agreement was 
not entered into in anticipation of such Person becoming or being designated a Subsidiary and any such 
encumbrance or restriction does not extend to any assets or property of the Borrower or any other 
Subsidiary other than the assets and property of such Person; (g) imposed by any governmental 
requirement, (h) customary provisions in joint venture agreements, asset sale agreements, sale-leaseback 
agreements, stock sale agreements and other similar agreements entered into in the ordinary course of 
business, which limitation is applicable only to the assets that are the subject of such agreements, (i) 
encumbrances or restrictions on the use of cash or other deposits imposed by customers under contracts 
entered into in the ordinary course of business and (j) customary provisions restricting subletting or 
assignment of any lease governing a leasehold interest (other than any Oil and Gas Property) of the 
Borrower or any Subsidiary) which in any way prohibits or restricts (i) the granting, conveying, creation 
or imposition of any Lien on any of its Property in favor of the Administrative Agent to secure the 
Indebtedness and the Secured Parties, (ii) any Subsidiary from paying dividends or making distributions 
to the Borrower or any Guarantor, or which requires the consent of or notice to other Persons in 
connection therewith, (iii) paying any Debt owed to the Borrower or any other Subsidiary, (iv) making 
loans or advances to, or other Investments in, the Borrower or any other Subsidiary, or (v) transferring 
any of its Property to the Borrower or any other Subsidiary.
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Section 9.17  Take-or-Pay or Other Prepayments. The Borrower will not, and will not permit 
any Subsidiary to, allow gas balances, take-or-pay or other prepayments with respect to the Oil and Gas 
Properties of the Credit Parties that would require the Borrower or such Subsidiary to deliver 
Hydrocarbons at some future time without then or thereafter receiving full payment therefor exceeding 
three (3) bcf of gas (on an mcf equivalent basis) in the aggregate.
Section 9.18 
Swap Agreements.
(a) 
The Borrower will not, and will not permit any other Subsidiary to, enter into any 
Swap Agreements for speculative purposes. The Borrower will not, and will not permit any Subsidiary to, 
enter into or maintain any Swap Agreements with any Person other than:
(i) 
Swap Agreements in respect of commodities with a Person that is an 
Approved Counterparty as of the date such Swap Agreement is entered into with notional 
volumes (when netted and aggregated with other commodity Swap Agreements then in effect) 
that do not cause the net aggregate notional volumes of all Swap Agreements then in effect to 
exceed, as of the date such Swap Agreement is entered into, for each full calendar month during 
the forthcoming forty-eight (48) full calendar months following such date of determination, 
ninety percent (90%) of the reasonably anticipated production of crude oil, natural gas and natural 
gas liquids, calculated separately, as such production is projected from the Borrower’s and its 
Subsidiaries’ Proved Developed Producing Reserves reasonably approved by the Administrative 
Agent; and
(ii) 
Swap Agreements in respect of interest rates with a Person that is an 
Approved Counterparty as of the date such Swap Agreement is entered into, as follows:
(A) 
Swap Agreements effectively converting interest rates from fixed 
to floating, the notional amounts of which (when aggregated with all other Swap 
Agreements of the Borrower and its Subsidiaries then in effect effectively converting 
interest rates from fixed to floating and netted against all other Swap Agreements of the 
Borrower and its Subsidiaries then in effect effectively converting interest rates from 
floating to fixed) do not exceed eighty percent (80%) of the then outstanding principal 
amount of the Credit Parties’ Debt for borrowed money which bears interest at a fixed rate,
and which Swap Agreements shall not, in any case, have a tenor beyond the maturity date 
of such Debt; and
(B) 
Swap Agreements effectively converting interest rates from 
floating to fixed, the notional amounts of which (when aggregated with all other Swap 
Agreements of the Borrower and its Subsidiaries then in effect effectively converting 
interest rates from floating to fixed and netted against all other Swap Agreements of the 
Borrower and its Subsidiaries then in effect effectively converting interest rates from 
fixed to floating) do not exceed eighty percent (80%) of the then outstanding principal 
amount of the Credit Parties’ Debt for borrowed money which bears interest at a floating 
rate, and which Swap Agreements shall not, in any case, have a tenor beyond the maturity 
date of such Debt.
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(b) 
If, due to changes in the Credit Parties’ reasonably anticipated production of 
Hydrocarbons (whether due to revised estimates of production, sales of Proved Oil and Gas Properties, or 
otherwise), the Swap Agreements of the Credit Parties from time to time in effect in respect of 
commodities have net aggregate notional volumes that exceed, as of any date, for each full calendar 
month during the forthcoming forty-eight (48) full calendar months following such date of determination, 
ninety percent (90%) of the reasonably anticipated production of crude oil, natural gas or natural gas 
liquids, calculated separately, as such production is projected from the Borrower’s and its Subsidiaries’ 
Proved Developed Producing Reserves as set forth on the most recent Reserve Report delivered pursuant 
to the terms of this Agreement, then the Credit Parties shall promptly, but in no event later than thirty (30) 
days thereafter and only to the extent permitted under Section 9.12, unwind, terminate or transfer Swap 
Agreements to the extent required to reduce the net aggregate notional volumes in respect of crude oil, 
natural gas and natural gas liquids to be not greater than ninety percent (90%) of the reasonably 
anticipated production of crude oil, natural gas or natural gas liquids, as applicable, as of such date of 
calculation, for each full calendar month during the forthcoming forty-eight (48) full calendar months 
following such date.
(c) 
In no event shall any Swap Agreement contain any requirement, agreement or 
covenant for the Borrower or any Subsidiary to post collateral, credit support (including in the form of 
letters of credit) or margin (other than, in each case, pursuant to the Security Instruments) to secure their 
obligations under such Swap Agreement or to cover market exposures; provided that notwithstanding 
anything to the contrary contained in this Agreement or any other Loan Document, the Borrower and its 
Subsidiaries shall be permitted to post cash margin to secure obligations under Swap Agreements with 
Cargill, Incorporated, a Delaware corporation acting through its Cargill Risk Management Business Unit, 
Incorporated and/or Goldman Sachs Bank USA, as the applicable Approved Counterparty, in an 
aggregate amount not to exceed the Threshold Amount at any time.
(d) 
For purposes of entering into Swap Agreements under Section 9.18(a)(i) or 
determining required unwinds, terminations and transfers of Swap Agreements under Section 9.18(b), 
forecasts of reasonably anticipated production from the Credit Parties’ Proved Oil and Gas Properties as 
set forth in the most recent Reserve Report delivered pursuant to the terms of this Agreement shall be 
deemed to be updated to account for any increase or decrease in production anticipated because of 
information obtained by the Credit Parties and delivered to and approved by the Administrative Agent 
subsequent to the publication of such Reserve Report including (i) the Credit Parties’ internal forecasts of 
production decline rates for existing wells, (ii) additions to or deletions from anticipated future production 
from new wells, (iii) completed Dispositions, (iv) completed acquisitions, and (v) other production 
coming on stream or failing to come on stream; provided that (A) any such supplemental information 
shall be presented in the form of a summary of engineering cash flows prepared by or under the 
supervision of the chief engineer of the Borrower, which summary shall be (1) a “roll forward” of the 
most recently delivered Reserve Report presented on a comparison basis and (2) substantially in the form 
of the summary of engineering cash flows delivered to the Administrative Agent prior to the Effective 
Date (or such other form that is acceptable to the Administrative Agent), (B) if any such supplemental 
information is delivered, such information shall be presented on a net basis (i.e. it shall take into account 
both increases and decreases in anticipated production subsequent to publication of the most recent 
Reserve Report) and (C) any such supplemental information shall be accompanied by a certificate of a 
Responsible Officer of the Borrower certifying as to the content thereof (which certificate shall be in form 
and substance reasonably acceptable to the Administrative Agent).
(e) 
It is understood that Swap Agreements in respect of commodities permitted under 
Section 9.18(a)(i) and Section 9.18(b) which may, from time to time, “hedge” the same volumes, but 
different elements of commodity risk thereof (such as, for example, basis risk and price risk), shall not be 
aggregated together when calculating the limitations on notional volumes contained in Section 9.18(a)(i) 
and Section 9.18(b).
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Section 9.19   Amendments to Organizational Documents. Without the prior written consent of 
the Administrative Agent, the Borrower will not, and will not permit any of the other Credit Parties to, 
alter, amend or modify in any manner adverse to the Lenders, its certificate of formation, limited liability 
company agreement, articles of incorporation, partnership agreement, operating agreement, by-laws, or 
any other similar organizational document.
Section 9.20  Non-Qualified ECP Counterparties. The Borrower shall not permit any Credit 
Party that is not a Qualified ECP Counterparty to own, at any time, any Proved Oil and Gas Properties or 
any Equity Interests in any Subsidiaries that own Proved Oil and Gas Properties.
ARTICLE X
EVENTS OF DEFAULT; REMEDIES
Section 10.01  Events of Default. One or more of the following events shall constitute an “Event 
of Default”:
(a) 
the Borrower shall fail to pay any principal of any Loan or any reimbursement 
obligation in respect of any LC Disbursement when and as the same shall become due and payable, 
whether at the due date thereof or at a date fixed for prepayment thereof, by acceleration or otherwise;
(b) 
the Borrower shall fail to pay any interest on any Loan or any fee or any other 
amount (other than an amount referred to in Section 10.01(a)) payable under any Loan Document, when 
and as the same shall become due and payable, and such failure shall continue unremedied for a period of 
five (5) Business Days after receipt by the Borrower of notice from the Administrative Agent that such 
amount is past due;
(c) 
any representation or warranty made or deemed made or re-made by or on behalf 
of the Borrower or any Guarantor, in or in connection with any Loan Document or any amendment or 
modification of any Loan Document or waiver under such Loan Document, or in any report, certificate, 
financial statement or other document furnished pursuant to or in connection with any Loan Document or 
any amendment or modification thereof or waiver thereunder, shall prove to have been incorrect in any 
material respect (without duplication of any materiality qualifier contained therein) when made or deemed 
made;
(d) 
the Borrower shall fail to give notice of any Default as required under Section 
8.02(a) and such failure continues for a period of five (5) Business Days, or any Credit Party shall fail to
observe or perform any covenant, condition or agreement contained in Section 8.01(l), Section 8.01(m), 
Section 8.02, Section 8.03, Section 8.14, Section 8.15, Section 8.17, Section 8.19, or in Article IX;
(e) 
any Credit Party shall fail to observe or perform any covenant, condition or 
agreement contained in this Agreement (other than those specified in Section 10.01(a), (b), (c) or (d)) or 
any other Loan Document, and such failure shall continue unremedied for a period of thirty (30) days 
after the earlier to occur of (i) a Responsible Officer of any Credit Party having knowledge of such 
failure, or
(ii) receipt of notice thereof by the Borrower from the Administrative Agent; provided, however, that if 
(x) the subject default is, by its nature, not reasonably susceptible to cure within thirty (30) days, (y) the 
Credit Parties can demonstrate through documentation reasonably acceptable to Administrative Agent 
that the Credit Parties commenced such cure process within the initial 30-day period, and (z) the Credit 
Parties diligently and continuously pursues the same to completion within an additional 60-day period, 
then such default shall not constitute an Event of Default;
(f) 
any Credit Party shall fail to make any payment of principal or interest (regardless 
of amount) on any Material Debt (other than Indebtedness hereunder) or on any obligations under Bank 
Products with a Bank Products Provider, when and as the same shall become due and payable, and such 
failure to pay shall extend beyond any applicable period of grace and shall not have been waived, unless 
the same is being contested in good faith by appropriate proceedings diligently conducted and for which 
such reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been made;
(g) 
any event or condition occurs that results in any Material Debt or any obligations 
under Bank Products with a Bank Products Provider becoming due prior to its scheduled maturity or that 
enables or permits (with or without the giving of notice, the lapse of time, or both) the holder or holders 
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of such Material Debt or any obligations under Bank Products with a Bank Products Provider or any 
trustee or agent on its or their behalf to cause such Material Debt or any obligations under Bank Products 
with a Bank Products Provider to become due, or to require the Redemption thereof or any offer to 
Redeem to be made in respect thereof, prior to its scheduled maturity or require the Borrower or any 
Subsidiary to make an offer in respect thereof, in each case, beyond any applicable period of grace;
(h) 
an involuntary proceeding shall be commenced or an involuntary petition shall be 
filed seeking (i) liquidation, reorganization or other relief in respect of any Credit Party or its debts, or of a 
substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or 
similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, 
conservator or similar official for the Borrower or any other Credit Party or for a substantial part of its 
assets, and, in any such case, such proceeding or petition shall continue undismissed for sixty (60) 
consecutive days or an order or decree approving or ordering any of the foregoing shall be entered;
(i) 
any Credit Party shall (i) voluntarily commence any proceeding or file any 
petition seeking liquidation, reorganization or other relief under any Federal, state or foreign Debtor 
Relief Law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and 
appropriate manner, any proceeding or petition described in Section 10.01(h), (iii) apply for or consent to 
the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the 
Borrower or any Subsidiary or for a substantial part of its assets, (iv) file an answer admitting the material 
allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the 
benefit of creditors; (vi) become unable, admit in writing its inability or fail generally to pay its debts as 
they become due, or (vii) take any action for the purpose of effecting any of the foregoing;
(j) 
(i) one or more judgments for the payment of money in an aggregate amount in 
excess of $25,000,000 (to the extent not covered by independent third party insurance provided by 
insurers of the highest claims paying rating or financial strength as to which the insurer does not dispute 
coverage and is not subject to an insolvency proceeding) or (ii) any one or more non-monetary judgments 
that have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse 
Effect, in each case, shall be rendered against any Credit Party or any combination thereof and the same 
shall not be discharged, vacated or stayed within sixty (60) days after becoming a final non-appealable 
judgment, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of 
a Credit Party to enforce any such judgment;
(k) 
the Loan Documents after delivery thereof shall for any reason, except to the 
extent permitted by the terms thereof, cease to be in full force and effect and valid, binding and enforceable 
in accordance with their terms against the Borrower or a Guarantor party thereto or shall be repudiated by 
any of them, or cease to create valid and perfected Liens of the priority required thereby on the Collateral 
purported to be covered thereby, except to the extent (i) permitted by the terms of this Agreement or the 
Security Instruments or (ii) a result of the action or inaction of the Administrative Agent or its agents, or 
the Borrower or any other Credit Party or any of their Affiliates shall so state in writing;
(l) 
a Change in Control shall occur without the prior written consent of the 
Administrative Agent; or
(m) 
an ERISA Event shall have occurred that, when taken together with all other 
ERISA Events that have occurred, results in liability to the Borrower and/or its Subsidiaries in an 
aggregate amount exceeding $25,000,000.
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Section 10.02 
Remedies.
(a) 
In the case of an Event of Default other than one described in Section 10.01(h) or 
(i), at any time thereafter during the continuance of such Event of Default, the Administrative Agent may, 
and at the request of the Required Lenders, shall, by notice to the Borrower, take either or both of the 
following actions, at the same or different times: (i) terminate the Commitments, and thereupon the 
Commitments shall terminate immediately, and (ii) declare each Note and the Loans then outstanding to 
be due and payable in whole (or in part, in which case any principal not so declared to be due and payable 
may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to 
be due and payable, together with accrued interest thereon and all fees and other obligations of the 
Borrower and the Guarantors accrued hereunder and under each Note and the other Loan Documents 
(including the payment of cash collateral to secure the LC Exposure as provided in Section 2.08(j)), shall 
become due and payable immediately, without presentment, demand, protest, notice of intent to 
accelerate, notice of acceleration or other notice of any kind, all of which are hereby waived by the 
Borrower and each Guarantor; and in case of an Event of Default described in Section 10.01(h) or (i), the 
Commitments shall automatically terminate and each Note and the principal of the Loans then 
outstanding, together with accrued interest thereon and all fees and the other obligations of the Borrower 
and the Guarantors accrued hereunder and under each Note and the other Loan Documents (including the 
payment of cash collateral to secure the LC Exposure as provided in Section 2.08(j)), shall automatically 
become due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of 
acceleration or other notice of any kind, all of which are hereby waived by the Borrower and each 
Guarantor.
(b) 
In the case of the occurrence of an Event of Default, the Administrative Agent and 
the Lenders will have all other rights and remedies available at law and equity.
(c) 
All proceeds realized from the liquidation or other disposition of Collateral or 
otherwise received after maturity of the Loans, whether by acceleration or otherwise, shall be applied:
(i) 
first, to payment or reimbursement of that portion of the Indebtedness 
constituting fees, expenses and indemnities payable to the Administrative Agent in its capacity as 
such;
(ii) 
second, pro rata to payment or reimbursement of that portion of the 
Indebtedness constituting fees, expenses and indemnities payable to the Lenders;
(iii) 
third, pro rata to payment of accrued interest on the Loans;
(iv) 
fourth, pro rata to payment of principal outstanding on the Loans, LC 
Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time, 
Indebtedness referred to in clause (b) of the definition of Indebtedness owing to Secured Swap 
Providers and Indebtedness referred to in clause (c) of the definition of Indebtedness owing to 
Bank Products Providers in respect of Bank Products;
(v) 
fifth, to serve as cash collateral to be held by the Administrative Agent to 
secure the remaining LC Exposure;
(vi) 
sixth, pro rata to any other Indebtedness; and
(vii) 
seventh, any excess, after all of the Indebtedness shall have been 
indefeasibly paid in full in cash, shall be paid to the Borrower or as otherwise required by any 
Governmental Requirement.
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Notwithstanding the foregoing, amounts received from the Borrower or any Guarantor that is not 
an “eligible contract participant” under the Commodity Exchange Act shall not be applied to any 
Excluded Swap Obligations (it being understood, that in the event that any amount is applied to 
Indebtedness other than Excluded Swap Obligations as a result of this clause, the Administrative Agent 
shall make such adjustments as it determines are appropriate to distributions pursuant to clause fourth 
above from amounts received from “eligible contract participants” under the Commodity Exchange Act to 
ensure, as nearly as possible, that the proportional aggregate recoveries with respect to Indebtedness 
described in clause fourth above by the holders of any Excluded Swap Obligations are the same as the 
proportional aggregate recoveries with respect to other Indebtedness pursuant to clause fourth above).
Section 10.03 
[Reserved].
ARTICLE XI 
THE 
AGENTS
Section 11.01 Appointment; Powers. Each of the Lenders and the Issuing Bank hereby 
irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to 
take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent 
by the terms hereof and the other Loan Documents, together with such actions and powers as are 
reasonably incidental thereto. The provisions of this Article are solely for the benefit of the 
Administrative Agent, the Lenders and the Issuing Bank, and neither the Borrower nor any Guarantor 
shall have rights as a third-party beneficiary of any of such provisions.
Section 11.02  Duties and Obligations of Administrative Agent. The Administrative Agent 
shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without 
limiting the generality of the foregoing: (a) the Administrative Agent shall not be subject to any fiduciary 
or other implied duties, regardless of whether a Default has occurred and is continuing (the use of the 
term “agent” herein and in the other Loan Documents with reference to the Administrative Agent is not 
intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine 
of any applicable law; rather, such term is used merely as a matter of market custom, and is intended to 
create or reflect only an administrative relationship between independent contracting parties), (b) the 
Administrative Agent shall have no duty to take any discretionary action or exercise any discretionary 
powers, except as provided in Section 11.03, and (c) except as expressly set forth herein, the 
Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, 
any information relating to any Credit Party that is communicated to or obtained by the bank serving as 
Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall be deemed 
not to have knowledge of any Default unless and until written notice thereof is given to the 
Administrative Agent by the Borrower or a Lender, and shall not be responsible for or have any duty to 
ascertain or inquire into: (i) any statement, warranty or representation made in or in connection with this 
Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document 
delivered hereunder or under any other Loan Document or in connection herewith or therewith, (iii) the 
performance or observance of any of the covenants, agreements or other terms or conditions set forth 
herein or in any other Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of 
this Agreement, any other Loan Document or any other agreement, instrument or document, (v) the 
satisfaction of any condition set forth in Article VI or elsewhere herein, other than to confirm receipt of 
items expressly required to be delivered to the Administrative Agent or as to those conditions precedent 
expressly required to be to the Administrative Agent’s satisfaction, (vi) the existence, value, perfection or 
priority of any collateral security or the financial or other condition of any Credit Party or any other 
obligor or guarantor, or (vii) any failure by the Borrower or any other Person (other than itself) to perform 
any of its obligations hereunder or under any other Loan Document or the performance or observance of 
any covenants, agreements or other terms or conditions set forth herein or therein. For purposes of 
determining compliance with the conditions specified in Article VI, each Lender shall be deemed to have 
consented to, approved or accepted or to be satisfied with, each document or other matter required 
thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the 
Administrative Agent shall have received written notice from such Lender prior to the proposed closing 
date specifying its objection thereto.
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Section 11.03  Action by Administrative Agent. The Administrative Agent shall have no duty to 
take any discretionary action or exercise any discretionary powers, except discretionary rights and powers 
expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required 
to exercise in writing as directed by the Majority Lenders, the Required Lenders or the Lenders, as 
applicable (or such other number or percentage of the Lenders as shall be necessary under the 
circumstances as provided in Section 12.02) and in all cases the Administrative Agent shall be fully 
justified in failing or refusing to act hereunder or under any other Loan Documents unless it shall (a) 
receive written instructions from the Majority Lenders, the Required Lenders or the Lenders, as 
applicable (or such other number or percentage of the Lenders as shall be necessary under the 
circumstances as provided in Section 12.02), specifying the action to be taken and (b) be indemnified to 
its satisfaction by the Lenders against any and all liability and expenses which may be incurred by it by 
reason of taking or continuing to take any such action. The instructions as aforesaid and any action taken 
or failure to act pursuant thereto by the Administrative Agent shall be binding on all of the Lenders. If a 
Default has occurred and is continuing, then the Administrative Agent shall take such action with respect 
to such Default as shall be directed by the requisite Lenders in the written instructions (with indemnities) 
described in this Section 11.03, provided that, unless and until the Administrative Agent shall have 
received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or 
refrain from taking such action, with respect to such Default as it shall deem advisable in the best interests 
of the Lenders. In no event, however, shall the Administrative Agent be required to take any action which 
exposes the Administrative Agent to personal liability or which is contrary to this Agreement, the Loan 
Documents or applicable law. If a Default has occurred and is continuing, no Agent shall have any 
obligation to perform any act in respect thereof. The Administrative Agent shall not be liable for any 
action taken or not taken by it with the consent or at the request of the Majority Lenders, the Required 
Lenders or the Lenders, as applicable (or such other number or percentage of the Lenders as shall be 
necessary under the circumstances as provided in Section 12.02), and otherwise the Administrative Agent 
shall not be liable for any action taken or not taken by it hereunder or under any other Loan Document or 
under any other document or instrument referred to or provided for herein or therein or in connection 
herewith or therewith INCLUDING ITS OWN ORDINARY NEGLIGENCE, except for its own gross 
negligence or willful misconduct.
Section 11.04  Reliance by Administrative Agent. The Administrative Agent shall be entitled to 
rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, 
statement, instrument, document or other writing believed by it to be genuine and to have been signed or 
sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally 
or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for 
relying thereon and the Borrower, the Lenders and the Issuing Bank hereby waives the right to dispute the 
Administrative Agent’s record of such statement, except in the case of gross negligence or willful 
misconduct by the Administrative Agent. The Administrative Agent may consult with legal counsel (who 
may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not 
be liable for any action taken or not taken by it in accordance with the advice of any such counsel, 
accountants or experts. The Administrative Agent may deem and treat the payee of any Note as the holder 
thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof 
permitted hereunder shall have been filed with the Administrative Agent.
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Section 11.05 Subagents. The Administrative Agent may perform any and all its duties and 
exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative 
Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise 
its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding 
Sections of this Article XI shall apply to any such sub-agent and to the Related Parties of the 
Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection 
with the syndication of the credit facilities provided for herein as well as activities as Administrative 
Agent.
Section 11.06 Resignation of Administrative Agent. Subject to the appointment and acceptance 
of a successor Administrative Agent as provided in this Section 11.06, the Administrative Agent may 
resign at any time by notifying the Lenders, the Issuing Bank and the Borrower. Upon any such 
resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a 
successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted 
such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its 
resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, 
appoint a successor Administrative Agent which shall be a bank with an office in Tulsa, Oklahoma, or an 
Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by 
a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and 
duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged 
from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative 
Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower 
and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article 
XI and Section 12.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub- 
agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of 
them while it was acting as Administrative Agent
Section 11.07  Agents as Lenders. Each bank serving as an Agent hereunder shall have the same 
rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it 
were not an Agent, and such bank and its Affiliates may accept deposits from, lend money to and 
generally engage in any kind of business with any Credit Party or other Affiliate thereof as if it were not 
an Agent hereunder.
Section 11.08  No Reliance. Each Lender acknowledges that it has, independently and without 
reliance upon the Administrative Agent, any other Agent or any other Lender and based on such 
documents and information as it has deemed appropriate, made its own credit analysis and decision to 
enter into this Agreement and each other Loan Document to which it is a party. Each Lender also 
acknowledges that it will, independently and without reliance upon the Administrative Agent, any other 
Agent or any other Lender and based on such documents and information as it shall from time to time 
deem appropriate, continue to make its own decisions in taking or not taking action under or based upon 
this Agreement, any other Loan Document, any related agreement or any document furnished hereunder 
or thereunder. The Agents shall not be required to keep themselves informed as to the performance or 
observance by any Credit Party of this Agreement, the Loan Documents or any other document referred 
to or provided for herein or to inspect the Properties or books of any Credit Party. Except for notices, 
reports and other documents and information expressly required to be furnished to the Lenders by the 
Administrative Agent hereunder, no Agent or Arranger shall have any duty or responsibility to provide 
any Lender with any credit or other information concerning the affairs, financial condition or business of 
the Borrower (or any of its Affiliates) which may come into the possession of such Agent or any of its 
Affiliates. In this regard, each Lender acknowledges that Frederic Dorwart, Lawyers PLLC is acting in 
this transaction as special counsel to the Administrative Agent only, except to the extent otherwise 
expressly stated in any legal opinion or any Loan Document. Each other party hereto will consult with its 
own legal counsel to the extent that it deems necessary in connection with the Loan Documents and the 
matters contemplated therein.
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Section 11.09  Administrative Agent May File Proofs of Claim. In case of the pendency of any 
proceeding under any Debtor Relief Law or other judicial proceeding relative to the Credit Parties, the 
Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as 
herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent 
shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such 
proceeding or otherwise:
(a) 
to file and prove a claim for the whole amount of the principal and interest owing 
and unpaid in respect of the Loans and all other Indebtedness that are owing and unpaid and to file such 
other documents as may be necessary or advisable in order to have the claims of the Lenders and the 
Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and 
advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other 
amounts due the Lenders and the Administrative Agent under Section 12.03) allowed in such judicial 
proceeding;
(b) 
to collect and receive any monies or other property payable or deliverable on any 
such claims and to distribute the same; and
(c) 
any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar 
official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the 
Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such 
payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable 
compensation, expenses, disbursements and advances of the Administrative Agent and its agents and 
counsel, and any other amounts due the Administrative Agent under Section 12.03.
Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to 
or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or
composition affecting the Indebtedness or the rights of any Lender or to authorize the Administrative 
Agent to vote in respect of the claim of any Lender in any such proceeding.
Section 11.10 Withholding Tax. To the extent required by any applicable law, the 
Administrative Agent may withhold from any payment to any Lender an amount equivalent to any 
applicable withholding Tax. Without limiting the provisions of Section 5.03(a) or Section 5.03(c), each 
Lender and the Issuing Bank shall, and does hereby, indemnify the Administrative Agent, and shall make 
payable in respect thereof within 30 days after demand therefor, against any and all Taxes and any and all 
related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel 
for the Administrative Agent) incurred by or asserted against the Administrative Agent by the Internal 
Revenue Service or any other Governmental Authority as a result of the failure of the Administrative 
Agent to properly withhold Tax from amounts paid to or for the account of any Lender for any reason 
(including, without limitation, because the appropriate form was not delivered or not property executed, 
or because such Lender failed to notify the Administrative Agent of a change in circumstance that 
rendered the exemption from, or reduction of withholding tax ineffective). A certificate as to the amount 
of such payment or liability delivered to any Lender or the Issuing Bank by the Administrative Agent 
shall be conclusive absent manifest error. Each Lender and the Issuing Bank hereby authorizes the 
Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or the 
Issuing Bank under this Agreement or any other Loan Document against any amount due the 
Administrative Agent under this Section 11.10. The agreements in this Section 11.10 shall survive the 
resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the 
replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or 
discharge of all other Indebtedness.
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Section 11.11 Authority of Administrative Agent to Release Collateral, Liens and 
Guarantors. Each Lender and the Issuing Bank hereby authorizes the Administrative Agent (a) to release 
any Collateral that is permitted to be sold or released pursuant to the terms of the Loan Documents, (b) to 
release any Guarantor if 100% of the Equity Interests in such Guarantor are sold in a transaction 
permitted under the Loan Documents and (c) to subordinate (or release) any Lien on any Property granted 
to or held by the Administrative Agent under any Loan Document to any Lien on such Property that is 
permitted by Section 9.03(c). Each Lender and the Issuing Bank hereby authorizes the Administrative 
Agent to execute and deliver to the Borrower, at the Borrower’s sole cost and expense (and the 
Administrative Agent hereby agrees to take such actions at the request of the Borrower), any and all 
releases of Liens, termination statements, assignments or other documents reasonably requested by the 
Borrower in connection with any sale or other Disposition of Property to the extent such sale or other 
Disposition is permitted by the terms of Section 9.12 or is otherwise authorized by the terms of the Loan 
Documents. Additionally, the Borrower may request, and the Administrative Agent shall deliver, releases 
of Mortgages for Oil and Gas Properties that are not included in the Borrowing Base or otherwise not 
needed to satisfy the Collateral Coverage Minimum.
Section 11.12  The Arranger and Agent. Neither the Arranger, nor any of the Agents other than 
the Administrative Agent shall have any duties, responsibilities or liabilities under this Agreement and the 
other Loan Documents other than their duties, responsibilities and liabilities in their capacity as Lenders 
hereunder.
Section 11.13 Credit Bidding. The Secured Parties hereby irrevocably authorize the 
Administrative Agent, at the direction of the Required Lenders, to credit bid all or any portion of the 
Indebtedness (including by accepting some or all of the Collateral in satisfaction of some or all of the 
Indebtedness pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either 
directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) at any sale 
thereof conducted under the provisions of the Bankruptcy Code, including under Sections 363, 1123 or 
1129 of the Bankruptcy Code, or any similar laws in any other jurisdictions to which a Credit Party is 
subject, or (b) at any other sale, foreclosure or acceptance of collateral in lieu of debt conducted by (or 
with the consent or at the direction of) the Administrative Agent (whether by judicial action or otherwise) 
in accordance with any applicable law. In connection with any such credit bid and purchase, the 
Indebtedness owed to the Secured Parties shall be entitled to be, and shall be, credit bid by the 
Administrative Agent at the direction of the Required Lenders on a ratable basis (with Indebtedness with 
respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a 
ratable basis that shall vest upon the liquidation of such claims in an amount proportional to the liquidated 
portion of the contingent claim amount used in allocating the contingent interests) for the asset or assets 
so purchased (or for the equity interests or debt instruments of the acquisition vehicle or vehicles that are 
issued in connection with such purchase). In connection with any such bid, (i) the Administrative Agent 
shall be authorized to form one or more acquisition vehicles and to assign any successful credit bid to 
such acquisition vehicle or vehicles, (ii) each of the Secured Parties’ ratable interests in the Indebtedness 
which were credit bid shall be deemed without any further action under this Agreement to be assigned to 
such vehicle or vehicles for the purpose of closing such sale, (iii) the Administrative Agent shall be 
authorized to adopt documents providing for the governance of the acquisition vehicle or vehicles 
(provided that any actions by the Administrative Agent with respect to such acquisition vehicle or 
vehicles, including any disposition of the assets or equity interests thereof, shall be governed, directly or 
indirectly, by, and the governing documents shall provide for, control by the vote of the Required Lenders 
or their permitted assignees under the terms of this Agreement or the governing documents of the 
applicable acquisition vehicle or vehicles, as the case may be, irrespective of the termination of this 
Agreement and without giving effect to the limitations on actions by the Required Lenders contained in 
Section 12.02 of this Agreement), (iv) the Administrative Agent on behalf of such acquisition vehicle or 
vehicles shall be authorized to issue to each of the Secured Parties, ratably on account of the relevant 
Indebtedness which were credit bid, interests, whether as equity, partnership interests, limited partnership 
interests or membership interests, in any such acquisition vehicle and/or debt instruments issued by such 
acquisition vehicle, all without the need for any Secured Party or acquisition vehicle to take any further 
action, and (v) to the extent that Indebtedness that are assigned to an acquisition vehicle are not used to 
acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of 
Indebtedness assigned to the acquisition vehicle exceeds the amount of Indebtedness credit bid by the 
acquisition vehicle or otherwise), such Indebtedness shall automatically be reassigned to the Secured 
Parties pro rata with their original interest in such Indebtedness and the equity interests and/or debt 
instruments issued by any acquisition vehicle on account of such Indebtedness shall automatically be 
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cancelled, without the need for any Secured Party or any acquisition vehicle to take any further action. 
Notwithstanding that the ratable portion of the Indebtedness of each Secured Party are deemed assigned 
to the acquisition vehicle or vehicles as set forth in clause (ii) above, each Secured Party shall execute 
such documents and provide such information regarding the Secured Party (and/or any designee of the 
Secured Party which will receive interests in or debt instruments issued by such acquisition vehicle) as the 
Administrative Agent may reasonably request in connection with the formation of any acquisition vehicle, 
the formulation or submission of any credit bid or the consummation of the transactions contemplated by 
such credit bid.
Section 11.14 
Certain ERISA Matters.
(a) 
Each Lender (x) represents and warrants, as of the date such Person became a 
Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the 
date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and each 
Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the 
Borrower or any Subsidiary, that at least one of the following is and will be true:
(i) 
such Lender is not using “plan assets” (within the meaning of the Plan 
Asset Regulations) of one or more Benefit Plans in connection with the Loans, the Letters of 
Credit, the Commitments or this Agreement,
(ii) 
the transaction exemption set forth in one or more PTEs, such as PTE 84- 
14 (a class exemption for certain transactions determined by independent qualified professional 
asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance 
company general accounts), PTE 90-1 (a class exemption for certain transactions involving 
insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain 
transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for 
certain transactions determined by in-house asset managers), is applicable, and the conditions of 
such exemption have been satisfied, with respect to such Lender’s entrance into, participation in, 
administration of and performance of the Loans, the Letters of Credit, the Commitments and this 
Agreement,
(iii) 
(A) such Lender is an investment fund managed by a “Qualified 
Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified 
Professional Asset Manager made the investment decision on behalf of such Lender to enter into, 
participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this 
Agreement, (C) the entrance into, participation in, administration of and performance of the 
Loans, the Commitments and this Agreement satisfies the requirements of sub-sections (b) 
through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the 
requirements of subsection
(a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation 
in, administration of and performance of the Loans, the Letters of Credit, the Commitments and 
this Agreement, or
(iv) 
such other representation, warranty and covenant as may be agreed in 
writing between the Administrative Agent, in its sole discretion, and such Lender.
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(b) 
In addition, unless sub-clause (i) in the immediately preceding clause (a) is true 
with respect to a Lender or such Lender has provided another representation, warranty and covenant as 
provided in sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents 
and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the 
date such Person became a Lender party hereto to the date such Person ceases being a Lender party 
hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, 
for the avoidance of doubt, to or for the benefit of the Borrower or any other Credit Party, that none of the 
Administrative Agent, any other Agent or any Arranger or any of their respective Affiliates is a fiduciary 
with respect to the Collateral or the assets of such Lender involved in such Lender’s entrance into, 
participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments 
and this Agreement (including in connection with the reservation or exercise of any rights by the 
Administrative Agent under this Agreement, any Loan Document or any documents related hereto or 
thereto).
(c) 
The Administrative Agent, each other Agent and each Arranger hereby informs 
the Lenders that each such Person is not undertaking to provide investment advice or to give advice in a 
fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a 
financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) 
may receive interest or other payments with respect to the Loans, the Letters of Credit, the Commitments, 
this Agreement and any other Loan Documents, (ii) may recognize a gain if it extended the Loans, the 
Letters of Credit, or the Commitments for an amount less than the amount being paid for an interest in the 
Loans, the Letters of Credit, or the Commitments by such Lender or (iii) may receive fees or other 
payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, 
including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting 
fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum 
usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, 
processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or 
fees similar to the foregoing.
ARTICLE XII
MISCELLANEOUS
Section 12.01 
Notices.
(a) 
Except in the case of notices and other communications expressly permitted to be 
given by telephone (and subject to Section 12.01(b)), all notices and other communications provided for 
herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or 
registered mail or sent by electronic mail, as follows:
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(i) 
if to any Borrower or any other Credit Party, to Administrative Borrower
at:
c/o Unit Corporation 
8200 South Unit Drive 
Tulsa, Oklahoma 74132 
Attention: Tom Sell 
Telephone: 
918-493-7700
Email: 
tom.sell@unitcorp.com With 
a copy to:
Drew Harding, General Counsel 
8200 South Unit Drive
Tulsa, Oklahoma 74132
Telephone: 918-493-7700
Email: drew.harding@unitcorp.com
(ii) 
if to the Administrative Agent or to the Issuing Bank, to it 
at: BOKF, NA dba Bank of Oklahoma
Bank of Oklahoma Tower
One Williams Center, Energy Department, 8th Floor 
Tulsa, Oklahoma 74172
Attention: Matt Chase 
Telephone: (918) 588-6641 
Email: 
matt.chase@bokf.com
with a copy (other than for payments or Borrowing Requests, but in any 
event, which copy shall not constitute notice hereunder), to:
Frederic Dorwart, Lawyers PLLC 
124 East Fourth Street
Tulsa, Oklahoma 74103 
Attention: Ari J. Rotenberg 
Telephone: (918) 583-9922 
Email: 
arotenberg@fdlaw.com
(iii) 
if to any other Lender, to it at its address (or e-mail address) set forth in 
its Administrative Questionnaire.
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(b) 
Notices and other communications to the Lenders hereunder may be delivered or 
furnished by electronic communications (including e-mail and Internet or intranet websites) pursuant to 
procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices 
pursuant to Article II, Article III, Article IV or Article V unless otherwise agreed by the Administrative 
Agent and the applicable Lender. The Administrative Agent or the Borrower may, in its discretion, agree 
to accept notices and other communications to it hereunder by electronic communications pursuant to 
procedures approved by it, provided that approval of such procedures may be limited to particular notices 
or communications.
(c) 
Any party hereto may change its address or other information for notices and 
other communications hereunder by notice to the other parties hereto. All notices and other 
communications given to any party hereto in accordance with the provisions of this Agreement shall be 
deemed to have been given on the date of receipt.
Section 12.02 
Waivers; Amendments.
(a) 
No failure on the part of the Administrative Agent, any other Agents, the Issuing 
Bank or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, any 
right, power or privilege, or any abandonment or discontinuance of steps to enforce such right, power or 
privilege, under any of the Loan Documents shall operate as a waiver thereof, nor shall any single or 
partial exercise of any right, power or privilege under any of the Loan Documents preclude any other or 
further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies of 
the Administrative Agent, any other Agent, the Issuing Bank and the Lenders hereunder and under the 
other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would 
otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to 
any departure by any Credit Party therefrom shall in any event be effective unless the same shall be 
permitted by Section 12.02(b), and then such waiver or consent shall be effective only in the specific 
instance and for the purpose for which given. Without limiting the generality of the foregoing, the making 
of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of 
whether the Administrative Agent, any other Agent, any Lender or the Issuing Bank may have had notice 
or knowledge of such Default at the time.
(b) 
Neither this Agreement nor any provision hereof nor any Security Instrument nor 
any provision thereof may be waived, amended or modified except pursuant to an agreement or 
agreements in writing entered into by the Borrower and the Majority Lenders or by the Borrower and the 
Administrative Agent with the consent of the Majority Lenders; provided that no such agreement 
(including, for the avoidance of doubt, any New Borrowing Base Notice) shall (i) increase the 
Commitment or the Maximum Credit Amount of any Lender without the written consent of such Lender, 
(ii) increase the Borrowing Base without the approval of Borrower and each Lender (other than any 
Defaulting Lender), (iii) decrease (other than pursuant to Section 2.07(e) or Section 8.13(c)) or maintain 
the Borrowing Base without the approval or deemed approval of the Required Lenders, (iv) reduce the 
principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any 
fees payable hereunder, or reduce any other Indebtedness hereunder or under any other Loan Document, 
without the written consent of each Lender affected thereby, (v) postpone the scheduled date of payment 
or prepayment of the principal amount of any Loan or LC Disbursement, or any interest thereon, or any 
fees payable hereunder, or any other Indebtedness hereunder or under any other Loan Document, or 
reduce the amount of, waive or excuse any such payment, or postpone or extend the Termination Date 
without the written consent of each Lender affected thereby, (vi) change Section 4.01(b) or (c) in a 
manner that would alter the pro rata sharing of payments required thereby without the written consent of 
each Lender, (vii) waive or amend Section 3.04(c) (other than clause (iv) thereof), Section 6.01, Section 
10.02(c) or Section 12.14, without the written consent of each Lender (other than any Defaulting Lender), 
(viii) release any Guarantor (except as set forth in the Guaranty Agreement or in this Agreement), amend 
Section 8.14 to change the requirements of which Persons are required to become Guarantors, release the 
Administrative Agent’s Liens on all or substantially all of the Collateral (other than as provided in Section 
11.11) without the written consent of each Lender (other than any Defaulting Lender), (ix) reduce the 
percentage set forth in Section 8.14(a) to less than eighty percent (80%) without the written consent of the 
Required Lenders, or (x) change any of the provisions of this Section 12.02(b) or the definition of 
“Majority Lenders” or “Required Lenders” or any other provision hereof specifying the number or 
percentage of Lenders required to waive, amend or modify any rights hereunder or under any other Loan 
Documents or to make any determination or grant any consent hereunder or any other Loan Documents, 
without the written consent of each Lender (other than any Defaulting Lender); provided, further that no 
such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, 
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any other Agent, or the Issuing Bank hereunder or under any other Loan Document without the prior 
written consent of the Administrative Agent, such other Agent or the Issuing Bank, as the case may be. 
Notwithstanding the foregoing, (x) any supplement to Schedule 7.14 shall be effective simply by 
delivering to the Administrative Agent a supplemental schedule clearly marked as such and, upon receipt, 
the Administrative Agent will promptly deliver a copy thereof to the Lenders, (y) the Borrower and the 
Administrative Agent may amend this Agreement or any other Loan Document without the consent of the 
Lenders in order to correct, amend or cure any ambiguity, inconsistency or defect or correct any 
typographical error or other manifest error in any Loan Document or to add any Subsidiary as a party 
thereto, and (z) the Administrative Agent and the Borrower (or other applicable Credit Party) may enter 
into any amendment, modification or waiver of this Agreement or any other Loan Document or enter into 
any agreement or instrument to effect the granting, perfection, protection, expansion or enhancement of 
any Lien in any Collateral or Property to become Collateral to secure the Indebtedness for the benefit of 
the Lenders or as required by any Governmental Requirement to give effect to, protect or otherwise 
enhance the rights or benefits of any Lender under the Loan Documents without the consent of any 
Lender.
Section 12.03 
Expenses, Indemnity; Damage Waiver.
(a) 
The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses 
incurred by the Administrative Agent and its Affiliates, including the fees, charges and disbursements of 
Frederic Dorwart, Lawyers PLLC and one counsel in each appropriate local jurisdiction and other outside 
consultants for the Administrative Agent, the travel, photocopy, mailing, courier, telephone and other 
similar expenses, and the cost of environmental invasive and non-invasive assessments and audits and 
surveys and appraisals in connection with the syndication of the credit facilities provided for herein, the 
preparation, negotiation, execution, delivery and administration (both before and after the execution hereof 
and including advice of counsel to the Administrative Agent as to the rights and duties of the 
Administrative Agent and the Lenders with respect thereto) of this Agreement and the other Loan 
Documents 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), (ii) all 
reasonable and documented out-of-pocket costs, expenses, Taxes, assessments and other charges incurred 
by the Administrative Agent or any Lender in connection with any filing, registration, recording or 
perfection of any security interest contemplated by this Agreement or any Security Instrument or any other 
document referred to therein, (iii) all reasonable and documented out-of-pocket expenses incurred by the 
Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or 
any demand for payment thereunder, and (iv) all documented out-of-pocket expenses incurred by any 
Agent or the Issuing Bank or by any Lender (including the fees, charges and disbursements of one primary 
counsel and one counsel in each appropriate local jurisdiction for the Administrative Agent and, during the 
existence of any Event of Default, each of the Issuing Bank or any Lender or another firm in the case of an 
actual or perceived conflict of interest where the similarly situated parties affected by such conflict inform 
the Borrower of such conflict) in connection with the enforcement or protection of its rights under this 
Agreement or any other Loan Document, including its rights under this Section 12.03 (except if the same 
arises from any Excluded Claim), or in connection with the Loans made or Letters of Credit issued 
hereunder, including all such expenses incurred during any workout, restructuring or negotiations in 
respect of such Loans or Letters of Credit.
(b) 
THE BORROWER SHALL INDEMNIFY EACH AGENT, THE ARRANGER, 
THE ISSUING BANK AND EACH LENDER, AND EACH RELATED PARTY OF ANY OF THE 
FOREGOING PERSONS (EACH SUCH PERSON BEING CALLED AN “INDEMNITEE”) AGAINST, 
AND DEFEND AND HOLD EACH INDEMNITEE HARMLESS FROM, ANY AND ALL LOSSES, 
CLAIMS, DAMAGES, PENALTIES, LIABILITIES AND RELATED EXPENSES, INCLUDING THE 
FEES, CHARGES AND DISBURSEMENTS OF ANY COUNSEL FOR ANY INDEMNITEE, 
INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE ARISING OUT OF, IN 
CONNECTION WITH, OR AS A RESULT OF (i) THE EXECUTION OR DELIVERY OF THIS 
AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY AGREEMENT OR INSTRUMENT 
CONTEMPLATED HEREBY OR THEREBY, (ii) THE PERFORMANCE BY THE PARTIES 
HERETO OR THE PARTIES TO ANY OTHER LOAN DOCUMENT OF THEIR RESPECTIVE 
OBLIGATIONS HEREUNDER OR THEREUNDER OR THE CONSUMMATION OF THE 
TRANSACTIONS CONTEMPLATED HEREBY OR BY ANY OTHER LOAN DOCUMENT, (iii) 
THE FAILURE OF ANY CREDIT PARTY TO COMPLY WITH THE TERMS OF ANY LOAN 
DOCUMENT, 
INCLUDING 
THIS 
AGREEMENT, 
OR 
WITH 
ANY 
GOVERNMENTAL 
REQUIREMENT, (iv) ANY INACCURACY OF ANY REPRESENTATION OR ANY BREACH OF 
ANY WARRANTY OR COVENANT OF THE BORROWER OR ANY GUARANTOR SET FORTH 
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IN ANY OF THE LOAN DOCUMENTS OR ANY INSTRUMENTS, DOCUMENTS OR 
CERTIFICATIONS DELIVERED IN CONNECTION THEREWITH, (v) ANY LOAN OR LETTER OF 
CREDIT OR THE USE OF THE PROCEEDS THEREFROM, INCLUDING (A) ANY REFUSAL BY 
THE ISSUING BANK TO HONOR A DEMAND FOR PAYMENT UNDER A LETTER OF CREDIT 
IF THE DOCUMENTS PRESENTED IN CONNECTION WITH SUCH DEMAND DO NOT 
STRICTLY COMPLY WITH THE TERMS OF SUCH LETTER OF CREDIT, OR (B) THE PAYMENT 
OF A DRAWING UNDER ANY LETTER OF CREDIT NOTWITHSTANDING THE NON-
COMPLIANCE, 
NON-DELIVERY 
OR 
OTHER 
IMPROPER 
PRESENTATION 
OF 
THE 
DOCUMENTS PRESENTED IN CONNECTION THEREWITH, (vi) ANY OTHER ASPECT OF THE 
LOAN DOCUMENTS, (vii) THE OPERATIONS OF THE BUSINESS OF THE BORROWER AND 
THE SUBSIDIARIES BY THE BORROWER AND THE SUBSIDIARIES, (viii) ANY ASSERTION 
THAT THE LENDERS WERE NOT ENTITLED TO RECEIVE THE PROCEEDS RECEIVED 
PURSUANT TO THE SECURITY INSTRUMENTS, (ix) ANY LIABILITY OF THE BORROWER OR 
ANY SUBSIDIARY UNDER, OR VIOLATION BY THE BORROWER OR ANY SUBSIDIARY OF, 
ANY ENVIRONMENTAL LAW APPLICABLE TO THE BORROWER OR ANY SUBSIDIARY OR 
ANY OF THEIR PROPERTIES OR OPERATIONS, INCLUDING, THE PRESENCE, GENERATION, 
STORAGE, 
RELEASE, 
THREATENED 
RELEASE, 
USE, 
TRANSPORT, 
DISPOSAL, 
ARRANGEMENT OF DISPOSAL OR TREATMENT OF HAZARDOUS MATERIALS ON OR AT 
ANY OF THEIR PROPERTIES, (x) THE BREACH OR NONCOMPLIANCE BY THE BORROWER 
OR ANY SUBSIDIARY WITH ANY ENVIRONMENTAL LAW APPLICABLE TO THE 
BORROWER OR ANY SUBSIDIARY, (xi) THE PAST OWNERSHIP BY THE BORROWER OR 
ANY SUBSIDIARY OF ANY OF THEIR PROPERTIES OR PAST ACTIVITY ON ANY OF THEIR 
PROPERTIES WHICH, THOUGH LAWFUL AND FULLY PERMISSIBLE AT THE TIME, COULD 
RESULT IN PRESENT LIABILITY, (xii) THE PRESENCE, USE, RELEASE, STORAGE, 
TREATMENT, 
DISPOSAL, 
GENERATION, 
THREATENED 
RELEASE, 
TRANSPORT, 
ARRANGEMENT FOR TRANSPORT OR ARRANGEMENT FOR DISPOSAL OF HAZARDOUS 
MATERIALS ON OR AT ANY OF THE PROPERTIES OWNED OR OPERATED BY THE 
BORROWER OR ANY SUBSIDIARY OR ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE 
OF HAZARDOUS MATERIALS ON OR FROM ANY PROPERTY OWNED OR
OPERATED 
BY 
THE 
BORROWER 
OR 
ANY 
OF 
ITS 
SUBSIDIARIES, 
(xiii) 
ANY 
ENVIRONMENTAL LIABILITY RELATED IN ANY WAY TO THE BORROWER OR ANY OF ITS 
SUBSIDIARIES OR ANY OTHER ENVIRONMENTAL, PUBLIC HEALTH OR SAFETY 
CONDITION IN CONNECTION WITH THE LOAN DOCUMENTS, OR (xiv) ANY ACTUAL OR 
PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY 
OF THE FOREGOING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY, 
AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO, AND SUCH 
INDEMNITY SHALL EXTEND TO EACH INDEMNITEE NOTWITHSTANDING THE SOLE OR 
CONCURRENT NEGLIGENCE OF EVERY KIND OR CHARACTER WHATSOEVER, WHETHER 
ACTIVE OR PASSIVE, WHETHER AN AFFIRMATIVE ACT OR AN OMISSION, INCLUDING 
ALL TYPES OF NEGLIGENT CONDUCT IDENTIFIED IN THE RESTATEMENT (SECOND) OF 
TORTS OF ONE OR MORE OF THE INDEMNITEES OR BY REASON OF STRICT LIABILITY 
IMPOSED WITHOUT FAULT ON ANY ONE OR MORE OF THE INDEMNITEES; PROVIDED 
THAT SUCH INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE TO THE 
EXTENT THAT SUCH LOSSES, CLAIMS, DAMAGES, LIABILITIES OR RELATED EXPENSES 
(x) ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NON-
APPEALABLE JUDGMENT TO HAVE RESULTED FROM THE BAD FAITH, GROSS 
NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE, OR (y) RELATE TO ANY 
PROCEEDING THAT DOES NOT INVOLVE AN ACT OR OMISSION OF THE BORROWER, A 
GUARANTOR, OR ANY OTHER CREDIT PARTY AND IS BROUGHT BY AN INDEMNITEE 
AGAINST ANOTHER INDEMNITEE (COLLECTIVELY, SUBSECTIONS (x) and (y) SHALL BE 
REFERRED TO HEREIN AS “EXCLUDED CLAIMS”).
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(c) 
To the extent that the Borrower fails to pay any amount required to be paid by it 
to any Agent, any Arranger or the Issuing Bank under Section 12.03(a) or (b), each Lender severally 
agrees to pay to such Agent, such Arranger or the Issuing Bank, as the case may be, such Lender’s 
Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity 
payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, 
claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such 
Agent, such Arranger or the Issuing Bank in its capacity as such.
(d) 
TO THE EXTENT PERMITTED BY APPLICABLE LAW, NO PARTY 
HERETO SHALL ASSERT, AND EACH PARTY HEREBY WAIVES, ANY CLAIM AGAINST ANY 
OTHER PARTY HERETO, ON ANY THEORY OF LIABILITY, FOR SPECIAL, INDIRECT, 
CONSEQUENTIAL OR PUNITIVE DAMAGES (AS OPPOSED TO DIRECT OR ACTUAL 
DAMAGES) ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF, THIS 
AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY AGREEMENT OR INSTRUMENT 
CONTEMPLATED HEREBY OR THEREBY, THE TRANSACTIONS, ANY LOAN OR LETTER OF 
CREDIT OR THE USE OF THE PROCEEDS THEREOF; PROVIDED THAT, THIS WAIVER AND 
AGREEMENT SHALL NOT LIMIT THE CREDIT PARTIES’ INDEMNIFICATION OBLIGATIONS 
TO THE EXTENT SET FORTH IN THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS TO 
THE EXTENT SUCH SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES ARE 
INCLUDED IN ANY THIRD PARTY CLAIM IN CONNECTION WITH WHICH SUCH 
INDEMNIFIED PERSON IS OTHERWISE ENTITLED TO INDEMNIFICATION HEREUNDER OR 
THEREUNDER.
(e) 
All amounts due under this Section 12.03 shall be payable not later than ten 
Business Days after written demand therefor.
Section 12.04 
Successors and Assigns.
(a) 
The provisions of this Agreement shall be binding upon and inure to the benefit 
of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate 
of the Issuing Bank that issues any Letter of Credit), except that (i) the Borrower may not assign or 
otherwise transfer any of its rights or obligations hereunder without the prior written consent of each 
Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and 
void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in 
accordance with this Section 12.04 (and any other attempted assignment or transfer by any party shall be 
null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any 
Person (other than the parties hereto, their respective successors and assigns permitted hereby (including 
any Affiliate of the Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in 
Section 12.04(c)), to the extent expressly contemplated hereby, the Related Parties of each of the 
Administrative Agent, the Issuing Bank and the Lenders, and to the extent expressly contemplated 
hereby, the Secured Swap Providers and the Bank Products Providers) any legal or equitable right, 
remedy or claim under or by reason of this Agreement, and except for the foregoing Persons there are no 
third party beneficiaries to this Agreement.
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(b) 
(i) 
Subject to the conditions set forth in Section 12.04(b)(ii), any Lender may 
assign to one or more assignees all or a portion of its rights and obligations under this Agreement 
(including all or a portion of its Commitment and the Loans at the time owing to it) with the prior 
written consent (such consent not to be unreasonably withheld) of:
(A) 
the Borrower; provided that no consent of the Borrower shall be 
required if such assignment is to a Lender, an Affiliate of a Lender, or an Approved Fund 
(in each case, to the extent that such Person can perform the obligations of the assigning 
Lender hereunder) or if an Event of Default has occurred and is continuing at the time of 
such assignment; provided that the Borrower shall be deemed to have consented to such 
assignment unless it shall object thereto by notice to Administrative Agent within ten 
(10) Business Days after having received written notice thereof from the Administrative 
Agent;
(B) 
the Administrative Agent; provided that no consent of the 
Administrative Agent shall be required for an assignment to an assignee that is a Lender, 
an Affiliate of a Lender or an Approved Fund immediately prior to giving effect to such 
assignment; and
(C) 
the Issuing Bank; provided that no consent of the Issuing Bank 
shall be required for an assignment to an assignee that is a Lender, an Affiliate of a Lender 
or an Approved Fund immediately prior to giving effect to such assignment.
(ii) 
Assignments shall be subject to the following additional conditions:
(A) 
except in the case of an assignment to a Lender or an Affiliate of 
a Lender or an assignment of the entire remaining amount of the assigning Lender’s 
Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender 
subject to each such assignment (determined as of the date the Assignment and 
Assumption with respect to such assignment is delivered to the Administrative Agent) 
shall not be less than $5,000,000 unless the Borrower and the Administrative Agent 
otherwise consent; provided that no such consent of the Borrower shall be required if an 
Event of Default has occurred and is continuing;
(B) 
each partial assignment shall be made as an assignment of a 
proportionate part of all the assigning Lender’s rights and obligations under this 
Agreement;
(C) 
the parties to each assignment shall execute and deliver to the 
Administrative Agent an Assignment and Assumption, together with a processing and 
recordation fee of $3,500 unless waived by the Administrative Agent;
(D) 
the assignee, if it shall not be a Lender, shall deliver to the 
Administrative Agent an Administrative Questionnaire; and
(E) 
in no event may any Lender assign all or a portion of its rights 
and obligations under this Agreement to an Ineligible Institution.
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(iii) 
Subject to Section 12.04(b)(iv) and the acceptance and recording thereof 
by the Administrative Agent, from and after the effective date specified in each Assignment and 
Assumption, the assignee thereunder shall be a party hereto and, to the extent of the interest 
assigned by such Assignment and Assumption, have the rights and obligations of a Lender under 
this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned 
by such Assignment and Assumption, be released from its obligations under this Agreement (and, 
in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and 
obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue 
to be entitled to the benefits of Section 5.01, Section 5.02, Section 5.03 and Section 12.03); 
provided, that except to the extent expressly agreed by the affected parties, no such assignment by 
a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder 
arising from the Lender having been a Defaulting Lender. Any assignment or transfer by a Lender 
of rights or obligations under this Agreement that does not comply with this Section 12.04 shall 
be treated for purposes of this Agreement as a sale by such Lender of a participation in such 
rights and obligations in accordance with Section 12.04(c).
(iv) 
The Administrative Agent, acting solely for this purpose as a non-
fiduciary agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and 
Assumption delivered to it (which may be in electronic format) and a register for the recordation of 
the names and addresses of the Lenders, and the Maximum Credit Amount of, and principal 
amount (and stated interest) of the Loans and LC Disbursements owing to, each Lender pursuant to 
the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, 
and the Borrower, the Administrative Agent, the Issuing Bank and the Lenders may treat each 
Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder 
for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be 
available for inspection by the Borrower, the Issuing Bank and any Lender, at any reasonable time 
and from time to time upon reasonable prior notice. In connection with any changes to the 
Register, if necessary, the Administrative Agent will reflect the revisions on Annex I and forward a 
copy of such revised Annex I to the Borrower, the Issuing Bank and each Lender.
(v) 
Upon its receipt of a duly completed Assignment and Assumption 
executed by an assigning Lender and an assignee, the assignee’s completed Administrative 
Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and 
recordation fee referred to in this Section 12.04(b) and any written consent to such assignment 
required by this Section 12.04(b), the Administrative Agent shall accept such Assignment and 
Assumption and record the information contained therein in the Register. No assignment shall be
effective for purposes of this Agreement unless it has been recorded in the Register as provided in 
this Section 12.04(b).
(vi) 
In connection with any assignment of rights and obligations of any 
Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition 
to the other conditions thereto set forth herein, the parties to the assignment shall make such 
additional payments to the Administrative Agent in an aggregate amount sufficient, upon 
distribution thereof as appropriate (which may be outright payment, purchases by the assignee of 
participations or subparticipations, or other compensating actions, including funding, with the 
consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans 
previously requested but not funded by the Defaulting Lender, to each of which the applicable 
assignee and assignor hereby irrevocably consent) to (x) pay and satisfy in full all payment 
liabilities then owed by such Defaulting Lender to the Administrative Agent, the Issuing Bank 
and each other Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as 
appropriate) its full pro rata share of all Loans and participations in Letters of Credit in 
accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any 
assignment of rights and obligations of any Defaulting Lender hereunder shall become effective 
under applicable law without compliance with the provisions of this paragraph, then the assignee 
of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement 
until such compliance occurs.
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(c) 
(i) Any Lender may, without the consent of the Borrower, the Administrative 
Agent or the Issuing Bank, sell participations to one or more banks or other Persons (other than an 
Ineligible Institution) (a “Participant”) in all or a portion of such Lender’s rights and obligations under 
this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided that 
(A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall 
remain solely responsible to the other parties hereto for the performance of such obligations, and (C) the 
Borrower, the Administrative Agent, the Issuing Bank and the other Lenders shall continue to deal solely 
and directly with such Lender in connection with such Lender’s rights and obligations under this 
Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall 
provide that such Lender shall retain the sole right to enforce this Agreement and to approve any 
amendment, modification or waiver of any provision of this Agreement; provided that such agreement or 
instrument may provide that such Lender will not, without the consent of the Participant, agree to any 
amendment, modification or waiver described in the proviso to Section 12.02 that affects such Participant. 
In addition, such agreement must provide that the Participant be bound by the provisions of Section 
12.03. Subject to the following subsection (ii), each Participant shall be entitled to the benefits of Section 
5.01, Section 5.02 and Section 5.03 to the same extent as if it were a Lender and had acquired its interest 
by assignment pursuant to Section 12.04(b). To the extent permitted by law, each Participant also shall be 
entitled to the benefits of Section 12.08 as though it were a Lender, provided such Participant agrees to be 
subject to Section 4.01(c) as though it were a Lender. Each Lender that sells a participation agrees, at the 
Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the 
provisions of Section 5.05 with respect to any Participant. Each Lender that sells a participation shall, 
acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it 
enters the name and address of each Participant and the principal amounts (and stated interest) of each 
Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant 
Register”); provided that no Lender shall have any obligation to disclose all or any portion of the 
Participant Register (including the identity of any Participant or any information relating to a Participant’s 
interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to 
any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, 
letter of credit or other obligation is in “registered form” under Section 5f.103-1(c) of the United States 
Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, 
and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner 
of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For 
the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no 
responsibility for maintaining a Participant Register. This Section 12.04(c) shall be construed so that all 
Loans are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2), 
and 881(c)(2) of the Code and any related United States Treasury Regulations.
(ii)  Each Participant agrees (A) to be subject to the provisions of Section 5.03 
(subject to the requirements and limitations therein, including the requirements under Section 
5.03(f) (it being understood that the documentation required under Section 5.03(f) and Section 
5.03(g) shall be delivered to the participating Lender)) as if it were an assignee under paragraph 
(b) of this Section; and (B) that it shall not be entitled to receive any greater payment under 
Section 5.01 or Section 5.03, with respect to any participation, than its participating Lender would 
have been entitled to receive, except to the extent such entitlement to receive a greater payment 
results from a Change in Law that occurs after the Participant acquired the applicable 
participation.
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(d) 
Any Lender may at any time pledge or assign a security interest in all or any 
portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or 
assignment to secure obligations to a Federal Reserve Bank or other central bank having jurisdiction over 
such Lender, and this Section 12.04 shall not apply to any such pledge or assignment of a security 
interest; provided that no such pledge or assignment of a security interest shall release a Lender from any 
of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.
(e) 
Notwithstanding any other provisions of this Section 12.04, no transfer or 
assignment of the interests or obligations of any Lender or any grant of participations therein shall be 
permitted if such transfer, assignment or grant would require any Credit Party to file a registration 
statement with the SEC or to qualify the Loans under the “Blue Sky” laws of any state.
Section 12.05 
Survival; Revival; Reinstatement.
(a) 
All covenants, agreements, representations and warranties made by the Borrower 
herein and in the certificates or other instruments delivered in connection with or pursuant to this 
Agreement or any other Loan Document shall be considered to have been relied upon by the other parties 
hereto and shall survive the execution and delivery of this Agreement and the making of any Loans and 
issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its 
behalf and notwithstanding that the Administrative Agent, any other Agent, the Issuing Bank or any 
Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the 
time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of 
or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is 
outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not 
expired or terminated. The provisions of Section 5.01, Section 5.02, Section 5.03 and Section 12.03 and 
Article XI shall survive and remain in full force and effect regardless of the consummation of the 
transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters 
of Credit and the Commitments or the termination of this Agreement, any other Loan Document or any 
provision hereof or thereof.
(b) 
To the extent that any payments on the Indebtedness or proceeds of any 
Collateral are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to 
be repaid to a trustee, debtor in possession, receiver or other Person under any Debtor Relief Law, 
common law or equitable cause, then to such extent, the Indebtedness so satisfied shall be revived and 
continue as if such payment or proceeds had not been received and the Administrative Agent’s and the 
Lenders’ Liens, security interests, rights, powers and remedies under this Agreement and each Loan 
Document shall continue in full force and effect. In such event, each Loan Document shall be 
automatically reinstated and the Borrower
shall take such action as may be reasonably requested by the Administrative Agent and the Lenders to 
effect such reinstatement.
Section 12.06 
Counterparts; Integration; Effectiveness; Electronic Execution.
(a) 
This Agreement may be executed in counterparts (and by different parties hereto 
on different counterparts), each of which shall constitute an original, but all of which when taken together 
shall constitute a single contract.
(b) 
This Agreement, the other Loan Documents and any separate letter agreements 
with respect to fees payable to the Administrative Agent constitute the entire contract among the parties 
relating to the subject matter hereof and thereof and supersede any and all previous agreements and 
understandings, oral or written, relating to the subject matter hereof and thereof. THIS AGREEMENT 
AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG 
THE PARTIES HERETO AND THERETO 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.
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(c) 
Except as provided in Section 6.01, this Agreement shall become effective when 
it shall have been executed by the Administrative Agent and when the Administrative Agent shall have 
received counterparts hereof which, when taken together, bear the signatures of each of the other parties 
hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their 
respective successors and assigns. Delivery of an executed counterpart of a signature page of this 
Agreement by as an attachment to an email or other similar electronic means shall be effective as delivery 
of a manually executed counterpart of this Agreement.
(d) 
Delivery of an executed counterpart of a signature page of this Agreement and 
the other Loan Documents, including any Assignment and Assumption, by telecopy, emailed pdf., tif. or 
any other electronic means that reproduces an image of the actual executed signature page shall be 
effective as delivery of a manually executed counterpart. The words “execution,” “signed,” “signature,” 
“delivery,” and words of like import in or relating to any document to be signed in connection with this 
Agreement and the other Loan Documents and the transactions contemplated hereby and thereby shall be 
deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form, each of 
which shall be of the same legal effect, validity or enforceability as a manually executed signature, 
physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the 
extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global 
and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other 
similar state laws based on the Uniform Electronic Transactions Act; provided that each party hereto 
agrees to provide the Administrative Agent with an original signature page following the Administrative 
Agent’s request.
Section 12.07  Severability. Any provision of this Agreement or any other Loan Document held 
to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the 
extent of such invalidity, illegality or unenforceability without affecting the validity, legality and 
enforceability of the remaining provisions hereof or thereof; and the invalidity of a particular provision in 
a particular jurisdiction shall not invalidate such provision in any other jurisdiction.
Section 12.08  Right of Setoff. If an Event of Default shall have occurred and be continuing, each 
Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest 
extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, 
provisional or final) at any time held and other obligations (of whatsoever kind, including obligations 
under Swap Agreements) at any time owing by such Lender or Affiliate to or for the credit or the account 
of the Borrower or any Subsidiary against any of and all the obligations of the Borrower or any 
Subsidiary owing to such Lender now or hereafter existing under this Agreement or any other Loan 
Document, irrespective of whether or not such Lender shall have made any demand under this Agreement 
or any other Loan Document and although such obligations may be unmatured. The rights of each Lender 
under this Section 12.08 are in addition to other rights and remedies (including other rights of setoff) 
which such Lender or its Affiliates may have.
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Section 12.09 
GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF 
PROCESS.
(a) 
THIS AGREEMENT, EACH NOTE AND EACH OTHER LOAN DOCUMENT, 
AND ALL MATTERS RELATING HERETO OR THERETO OR ARISING THEREFROM (WHETHER 
SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE), SHALL BE GOVERNED BY, 
AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE 
STATE OF OKLAHOMA, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES, EXCEPT 
TO THE EXTENT THAT UNITED STATES FEDERAL LAW PERMITS ANY LENDER TO CHARGE 
INTEREST AT THE RATE ALLOWED BY THE LAWS OF THE STATE WHERE SUCH LENDER IS 
LOCATED.
(b) 
BORROWER HEREBY CONSENTS TO THE JURISDICTION OF ANY 
STATE OR FEDERAL COURT LOCATED WITHIN OKLAHOMA COUNTY, STATE OF 
OKLAHOMA AND IRREVOCABLY AGREES THAT, SUBJECT TO AGENT’S ELECTION, ALL 
ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE 
OTHER LOAN DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS. BORROWER HEREBY 
IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY 
OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON 
CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY 
SUCH ACTION OR PROCEEDING IN SUCH JURISDICTION. THIS SUBMISSION TO 
JURISDICTION IS NON-EXCLUSIVE AND DOES NOT PRECLUDE AGENT OR ANY LENDER 
FROM OBTAINING JURISDICTION OVER BORROWER ANY OTHER CREDIT PARTY OR ANY 
OF THE FOREGOING’S ASSETS IN ANY COURT OTHERWISE HAVING JURISDICTION.
(c) 
BORROWER HEREBY IRREVOCABLY CONSENTS TO THE SERVICE OF 
PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR 
PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED 
MAIL, POSTAGE PREPAID, TO BORROWER AT ITS SAID ADDRESS, SUCH SERVICE TO 
BECOME EFFECTIVE TEN (10) DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL 
AFFECT THE RIGHT OF AGENT, ANY LENDER OR ANY HOLDER OF A NOTE TO SERVE 
PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL 
PROCEEDINGS OR OTHERWISE PROCEED AGAINST BORROWER OR ITS PROPERTIES IN 
ANY OTHER JURISDICTION.
(d) 
BORROWER, AGENT AND EACH LENDER HEREBY IRREVOCABLY 
WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR 
PROCEEDING ARISING OUT OF OR RELATING TO THE LOAN DOCUMENTS OR THE 
TRANSACTIONS CONTEMPLATED THEREBY AND AGREE THAT ANY SUCH ACTION OR 
PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. BORROWER, 
AGENT AND EACH LENDER ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL 
INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS RELIED ON 
THE WAIVER IN ENTERING INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, 
AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN THEIR RELATED FUTURE 
DEALINGS. BORROWER, AGENT AND EACH LENDER WARRANTS AND REPRESENTS THAT 
EACH HAS HAD THE OPPORTUNITY OF REVIEWING THIS JURY WAIVER WITH LEGAL 
COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL 
RIGHTS
Section 12.10  Headings. Article and Section headings and the Table of Contents used herein are 
for convenience of reference only, are not part of this Agreement and shall not affect the construction of, 
or be taken into consideration in interpreting, this Agreement.
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Section 12.11 Confidentiality. Each of the Administrative Agent, the Issuing Bank and the 
Lenders agrees to maintain the confidentiality of the Information (as defined below), except that 
Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, 
including accountants, legal counsel and other advisors (it being understood that the Persons to whom 
such disclosure is made will be informed of the confidential nature of such Information and instructed to 
keep such Information confidential), (b) to the extent required by any regulatory authority, the Federal 
Reserve, or central bank, in which case the Borrower shall be promptly notified prior to disclosure to the 
extent such prior notice is permitted by applicable law, (c) to the extent required by applicable laws or 
regulations or by any subpoena or similar legal process, in which case the Borrower shall be promptly 
notified prior to disclosure to the extent such prior notice is permitted by applicable law, (d) to any other 
party to this Agreement or any other Loan Document, (e) in connection with the exercise of any remedies 
hereunder or under any other Loan Document or any suit, action or proceeding relating to this Agreement 
or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an 
agreement for the express benefit of the Borrower containing provisions substantially the same as those of 
this Section 12.11, to any assignee of or Participant in, or any prospective assignee of or Participant in, 
any of its rights or obligations under this Agreement and to any Affiliate thereof that is an actual or 
prospective counterparty (or its advisors) to any Swap Agreement relating to the Borrower and its 
obligations, (g) with the consent of the Borrower or (h) to the extent such Information becomes publicly 
available other than as a result of a breach of this Section 12.11 or becomes available to the 
Administrative Agent, the Issuing Bank or any Lender on a non-confidential basis from a source other 
than the Borrower. For the purposes of this Section 12.11, “Information” means all information received 
from any Credit Party relating to such Credit Party and their businesses, other than any such information 
that is available to the Administrative Agent, the Issuing Bank or any Lender on a non-confidential basis 
prior to disclosure by a Credit Party; provided that, in the case of information received from the Borrower 
or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as 
confidential. Any Person required to maintain the confidentiality of Information as provided in this 
Section 12.11 shall be considered to have complied with its obligation to do so if such Person has 
exercised the same degree of care to maintain the confidentiality of such Information as such Person 
would accord to its own confidential information. Notwithstanding anything herein to the contrary, 
“Information” shall not include, and the Borrower, the Borrower’s Subsidiaries, the Administrative 
Agent, each Lender and the respective Affiliates of each of the foregoing (and the respective partners, 
directors, officers, employees, agents, advisors and other representatives of the aforementioned Persons), 
and any other party, may disclose to any and all Persons, without limitation of any kind (a) any 
information with respect to the United States federal and state income tax treatment of the transactions 
contemplated hereby and any facts that may be relevant to understanding the United States federal or state 
income tax treatment of such transactions (“tax structure”), which facts shall not include for this purpose 
the names of the parties or any other person named herein, or information that would permit identification 
of the parties or such other persons, or any pricing terms or other nonpublic business or financial 
information that is unrelated to such tax treatment or tax structure, and (b) all materials of any kind 
(including opinions or other tax analyses) that are provided to the Borrower, the Administrative Agent or 
such Lender relating to such tax treatment or tax structure.
Section 12.12  Interest Rate Limitation. It is the intention of the parties hereto that each Lender 
shall conform strictly to usury laws applicable to it. Accordingly, if the transactions contemplated hereby 
would be usurious as to any Lender under laws applicable to it (including the laws of the United States of 
America or any state or other jurisdiction whose laws may be mandatorily applicable to such Lender 
notwithstanding the other provisions of this Agreement), then, in that event, notwithstanding anything to 
the contrary in any of the Loan Documents or any agreement entered into in connection with or as 
security for the Loans, it is agreed as follows: (a) the aggregate of all consideration which constitutes 
interest under law applicable to any Lender that is contracted for, taken, reserved, charged or received by 
such Lender under any of the Loan Documents or agreements or otherwise in connection with the Loans 
shall under no circumstances exceed the maximum amount allowed by such applicable law, and any 
excess shall be canceled automatically and if theretofore paid shall be credited by such Lender on the 
principal amount of the Indebtedness (or, to the extent that the principal amount of the Indebtedness shall 
have been or would thereby be paid in full, refunded by such Lender to the Borrower); and (b) in the 
event that the maturity of the Loans is accelerated by reason of an election of any Lender resulting from 
any Event of Default under this Agreement or otherwise, or in the event of any required or permitted 
prepayment, then such consideration that constitutes interest under law applicable to any Lender may 
never include more than the maximum amount allowed by such applicable law, and excess interest, if 
any, provided for in this Agreement or otherwise shall be canceled automatically by such Lender as of the 
date of such acceleration or prepayment and, if theretofore paid, shall be credited by such Lender on the 
principal amount of the Indebtedness (or, to the extent that the principal amount of the Indebtedness shall 
have been or would thereby be paid in full, refunded by such Lender to the Borrower). All sums paid or 
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agreed to be paid to any Lender for the use, forbearance or detention of sums due hereunder shall, to the 
extent permitted by law applicable to such Lender, be amortized, prorated, allocated and spread 
throughout the stated term of the Loans until Payment in Full so that the rate or amount of interest on 
account of any Loans hereunder does not exceed the maximum amount allowed by such applicable law. If 
at any time and from time to time the amount of interest payable to any Lender on any date shall be 
computed at the Highest Lawful Rate applicable to such Lender pursuant to this Section 12.12 and in 
respect of any subsequent interest computation period the amount of interest otherwise payable to such 
Lender would be less than the amount of interest payable to such Lender computed at the Highest Lawful 
Rate applicable to such Lender, then the amount of interest payable to such Lender in respect of such 
subsequent interest computation period shall continue to be computed at the Highest Lawful Rate 
applicable to such Lender until the total amount of interest payable to such Lender shall equal the total 
amount of interest which would have been payable to such Lender if the total amount of interest had been 
computed without giving effect to this Section 12.12.
Section 12.13 EXCULPATION PROVISIONS. EACH OF THE PARTIES HERETO 
SPECIFICALLY AGREES THAT IT HAS A DUTY TO READ THIS AGREEMENT AND THE 
OTHER LOAN DOCUMENTS AND AGREES THAT IT IS CHARGED WITH NOTICE AND 
KNOWLEDGE OF THE TERMS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS; 
THAT IT HAS IN FACT READ THIS AGREEMENT AND IS FULLY INFORMED AND HAS FULL 
NOTICE AND KNOWLEDGE OF THE TERMS, CONDITIONS AND EFFECTS OF THIS 
AGREEMENT; THAT IT HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL OF 
ITS CHOICE THROUGHOUT THE NEGOTIATIONS PRECEDING ITS EXECUTION OF THIS 
AGREEMENT AND THE OTHER LOAN DOCUMENTS; AND HAS RECEIVED THE ADVICE OF 
ITS ATTORNEY IN ENTERING INTO THIS AGREEMENT AND THE OTHER LOAN 
DOCUMENTS; AND THAT IT RECOGNIZES THAT CERTAIN OF THE TERMS OF THIS 
AGREEMENT AND THE OTHER LOAN DOCUMENTS RESULT IN ONE PARTY ASSUMING 
THE LIABILITY INHERENT IN SOME ASPECTS OF THE TRANSACTION AND RELIEVING THE 
OTHER PARTY OF ITS RESPONSIBILITY FOR SUCH LIABILITY. EACH PARTY HERETO 
AGREES AND COVENANTS THAT IT WILL NOT CONTEST THE VALIDITY OR 
ENFORCEABILITY OF ANY EXCULPATORY PROVISION OF THIS AGREEMENT AND THE 
OTHER LOAN DOCUMENTS ON THE BASIS THAT THE PARTY HAD NO NOTICE OR 
KNOWLEDGE OF SUCH PROVISION OR THAT THE PROVISION IS NOT “CONSPICUOUS.”
Section 12.14  Collateral Matters; Swap Agreements; and Bank Products. The benefit of the 
Security Instruments and of the provisions of this Agreement relating to any collateral securing the 
Indebtedness shall also extend to and be available to the Secured Swap Providers with respect to any 
Indebtedness arising under any Swap Agreement including any Swap Agreement in existence prior to the 
date hereof, but excluding any additional transactions or confirmations entered into (a) after such Secured 
Swap Provider ceases to be a Lender or an Affiliate of a Lender or (b) after assignment of such 
transactions or confirmations by a Secured Swap Provider to another Person that is not a Lender or an 
Affiliate of a Lender. The benefit of the Security Instruments and of the provisions of this Agreement 
relating to any collateral securing the Indebtedness shall further extend to and be available to each Bank 
Products Provider with respect to Bank Products, but only for so long as such Bank Products Provider is a 
Lender or an Affiliate of a Lender. No Lender or any Affiliate of a Lender shall have any voting or 
consent rights under any Loan Document as a result of the existence of obligations owed to it under any 
such Swap Agreements or Bank Products.
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Section 12.15  No Third Party Beneficiaries. This Agreement, the other Loan Documents, and 
the agreement of the Lenders to make Loans and the Issuing Bank to issue, amend, renew or extend 
Letters of Credit hereunder are solely for the benefit of the Borrower, and no other Person (including any 
Subsidiary of the Borrower, any obligor, contractor, subcontractor, supplier or materialman) shall have 
any rights, claims, remedies or privileges hereunder or under any other Loan Document against the 
Administrative Agent, any other Agent, the Issuing Bank or any Lender for any reason whatsoever. There 
are no third party beneficiaries other than as expressly provided herein with respect to Secured Swap 
Providers, Indemnitees (as provided in Section 12.03) and Participants (as provided in Section 12.04).
Section 12.16  USA Patriot Act Notice. Each Lender hereby notifies the Borrower that pursuant 
to the requirements of the USA Patriot Act, it is required to obtain, verify and record information that 
identifies the Borrower, which information includes the name and address of the Borrower and other 
information that will allow such Lender to identify the Borrower in accordance with the USA Patriot Act.
Section 12.17  No Advisory or Fiduciary Responsibility. In connection with all aspects of each 
transaction contemplated hereby (including in connection with any amendment, waiver or other 
modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and 
acknowledges its Subsidiaries’ understanding, that: (a) (i) no fiduciary, advisory or agency relationship 
between the Borrower and its Subsidiaries and the Administrative Agent or any Lender is intended to be 
or has been created in respect of the transactions contemplated hereby or by the other Loan Documents, 
irrespective of whether the Administrative Agent or any Lender has advised or is advising the Borrower 
or any Subsidiary on other matters; (ii) the arranging and other services regarding this Agreement 
provided by the Administrative Agent and the Lenders are arm’s-length commercial transactions between 
the Borrower and its Subsidiaries, on the one hand, and the Administrative Agent and the Lenders, on the 
other hand; (iii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the 
extent that it has deemed appropriate; and (iv) the Borrower is capable of evaluating, and understands and 
accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan 
Documents; and (b) (i) each of the Administrative Agent and the Lenders is and has been acting solely as 
a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will 
not be acting as an advisor, agent or fiduciary for the Borrower or any of its Subsidiaries, or any other 
Person; (ii) neither the Administrative Agent nor any of the Lenders has any obligation to the Borrower or 
any of its Subsidiaries with respect to the transactions contemplated hereby except those obligations 
expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent and the 
Lenders and their respective Affiliates may be engaged, for their own accounts or the accounts of 
customers, in a broad range of transactions that involve interests that differ from those of the Borrower 
and its Subsidiaries, and neither the Administrative Agent nor the Lenders has any obligation to disclose 
any of such interests to the Borrower or its Subsidiaries. To the fullest extent permitted by law, the 
Borrower hereby waives and releases any claims that it may have against the Administrative Agent and 
the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with 
any aspect of any transaction contemplated hereby.
Section 12.18  Acknowledgement and Consent to Bail-In of Affected 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 
Affected 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 the applicable Resolution Authority and 
agrees and consents to, and acknowledges and agrees to be bound by:
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(a) 
the application of any Write-Down and Conversion Powers by the applicable 
Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party 
hereto that is an Affected Financial Institution; and
(b) 
the effects of any Bail-In Action on any such liability, including, if applicable:
(i) 
a reduction in full or in part or cancellation of any such liability;
(ii) 
a conversion of all, or a portion of, such liability into shares or other 
instruments of ownership in such Affected Financial Institution, its parent undertaking, or a 
bridge institution that may be issued to it or otherwise conferred on it, and that such shares or 
other instruments of ownership will be accepted by it in lieu of any rights with respect to any such 
liability under this Agreement or any other Loan Document; or
(iii) 
the variation of the terms of such liability in connection with the exercise 
of the Write-Down and Conversion Powers of the applicable Resolution Authority.
Section 12.19 Acknowledgement Regarding Any Supported QFCs. To the extent that this 
Agreement or any other Loan Documents provide support, through a guarantee or otherwise, for any 
Swap Agreement or any other agreement or instrument that is a QFC (such support, “QFC Credit 
Support”, and each such QFC, a “Supported QFC”), the parties acknowledge and agree as follows with 
respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit 
Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together 
with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such 
Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the 
Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of 
Oklahoma and/or of the United States or any other state of the United States).
In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) 
becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported 
QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such 
Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC 
or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer 
would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit 
Support (and any such interest, obligation and rights in property) were governed by the laws of the United 
States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered 
Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the 
Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may 
be exercised against such Covered Party are permitted to be exercised to no greater extent than such 
Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and 
the Loan Documents were governed by the laws of the United States or a state of the United States. 
Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties 
with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to 
a Supported QFC or any QFC Credit Support.
Section 12.20 Amendment and Restatement. This Agreement amends and restates the 
Existing Credit Agreement in its entirety. Each Borrower herby agrees that (a) the Indebtedness 
outstanding under the Existing Credit Agreement and the “Loan Documents” (as defined in the Existing 
Credit Agreement; together with the Existing Credit Agreement, the “Existing Credit Documents”) and all 
accrued and unpaid interest thereon and (b) all accrued and unpaid fees under the Existing Credit 
Documents, shall be deemed to be outstanding under and governed by this Agreement and secured by the 
Loan Documents. Each Borrower hereby acknowledges, warrants, represents and agrees that this 
Agreement is not intended to be, and shall not be deemed or construed to be, a novation or release of the 
Existing Credit Documents, Each Lender which is a Lender under the Existing Credit Documents hereby 
waives any requirements for notice of prepayment, minimum amounts of prepayments of the loans 
thereunder, ratable reductions of the commitments of “Lenders” (as defined in the Existing Credit 
Agreement) under the Existing Credit Documents and ratable payments on account of the principal or 
interest of any loan under the Existing Credit Documents to the extent that any such prepayment, 
reductions or payments are required to ensure that, upon the effectiveness of this Agreement, the loans of 
the Lenders shall be outstanding on a ratable basis in accordance with their respective Applicable 
Percentage. Each Lender hereby authorizes the Administrative Agent and the Borrower to request 
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Borrowings from Lenders, to make prepayment of the loans under the Existing Credit Documents and to 
reduce the commitments under the Existing Credit Documents among Lenders in order to ensure that, 
upon the effectiveness of this Agreement, the loans of Lenders shall be outstanding on a ratable basis in 
accordance with their respective Applicable Percentage. The parties hereto confirm, ratify and reaffirm 
each of the Existing Credit Documents entered into prior to the Effective Date (but excluding the Existing 
Credit Agreement) and agree that such Existing Credit Documents continue to be legal, valid, binding and 
enforceable in accordance with their terms (except to the extent, amended, amended and restated, 
modified, supplemented and/or otherwise superseded in connection with the transactions contemplated 
hereby). Each Borrower, jointly and severally, represents and warrants that, as of the Effective Date, there 
are no claims or offsets against, or defenses or counterclaims to, their obligations (or the obligations of 
any Guarantor) under the Existing Credit Agreement or any other Existing Credit Documents.
ARTICLE XIII 
GUARANTY
Section 13.01 The Guaranty. Subject to Section 13.08 hereof, each Borrower and each 
Guarantor party hereto hereby absolutely, unconditionally and irrevocably guarantees, as primary obligor 
and not as surety, jointly and severally, the full and punctual payment when due (whether at stated 
maturity, upon acceleration, early termination, demand, declaration or otherwise, and at all times 
thereafter), and performance of, the Indebtedness, including but not limited to, any and all obligations 
owed to any Lender Swap Counterparty under each Lender Swap Agreement (or any other Swap 
Agreement entered into with another Secured Swap Provider) or to any Bank Products Provider with 
respect to any Bank Product now or hereafter existing or and all renewals, rearrangements, increases, 
extensions for any period, substitutions, modifications, amendments or supplements in whole or in part of 
any of the Indebtedness, including, without limitation, any such Indebtedness incurred or accrued during 
the pendency of any bankruptcy, insolvency, receivership or other similar proceeding under any Debtor 
Relief Law, whether or not allowed or allowable in such proceeding (including all such amounts that 
would become due but for the operation of the automatic stay under Section 362(a) of the United States 
Bankruptcy Code, 11 U.S.C. §362(a), and the operation of Sections 502(b) and 506(b) of the United 
States Bankruptcy Code, 11 U.S.C. §502(b) and §506(b)) (collectively, the “Guaranteed Obligations”). 
Upon failure by any Credit Party to pay when due any such amount, each of the Guarantors agrees that it 
shall forthwith on demand pay to the Administrative Agent for the benefit of the Secured Partners and, if 
applicable, their Affiliates, the amount not so paid at the place and in the manner specified in this 
Agreement, any other Loan Document, any Lender Swap Agreement or any document evidencing Bank 
Products, as the case may be. This Guaranty is a guaranty of payment and not of collection. Each of the 
Guarantors waives any right to require the Secured Parties to sue any Borrower, any other Guarantor, or 
any other Person obligated for all or any part of the Guaranteed Obligations, or otherwise to enforce its 
payment against any collateral securing all or any part of the Guaranteed Obligations.
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Section 13.02  Guaranty Unconditional. Subject to Section 13.08 hereof, the obligations of each 
of the Guarantors hereunder shall be unconditional, absolute and irrevocable joint and several, and, 
without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected 
by:
(a) 
any extension, renewal, settlement, compromise, waiver or release in respect of 
any of the Guaranteed Obligations, by operation of law or otherwise, or any obligation of any other 
Guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the 
payment or performance of the Guaranteed Obligations;
(b) 
any modification or amendment of or supplement to this Agreement, any other 
Loan Document, any Lender Swap Agreement or any document evidencing Bank Products;
(c) 
any addition, release, non-perfection or invalidity of any direct or indirect 
security for any obligation of any Borrower under this Agreement, any other Loan Document, any Lender 
Swap Agreement (or other Swap Agreement entered into with another Secured Swap Provider), any 
document evidencing Bank Products, or any obligations of any other Guarantor of any of the Guaranteed 
Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of 
any Lender with respect to any collateral securing all or any part of the Guaranteed Obligations;
(d) 
any change in the corporate existence, structure or ownership of any Borrower or 
any other Guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization 
or other similar proceeding under any Debtor Relief Law affecting any Borrower, or any other Guarantor 
of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of any 
Borrower, or any other Guarantor of any of the Guaranteed Obligations;
(e) 
the existence of any claim, setoff or other rights which the Guarantors may have at 
any time against any Borrower, any other Guarantor of any of the Guaranteed Obligations, the 
Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated 
transactions;
(f) 
any invalidity or unenforceability relating to or against any Borrower, or any other 
Guarantor of any of the Guaranteed Obligations, for any reason related to this Agreement, any other Loan 
Document, any Lender Swap Agreement (or other Swap Agreement entered into with another Secured 
Swap Provider), any Bank Products, or any provision of applicable law or regulation purporting to prohibit 
the payment by any Borrower, or any other Guarantor of the Guaranteed Obligations, of the principal of or 
interest on any Loan or any other amount payable by any Borrower under this Agreement, any other Loan 
Document, any Lender Swap Agreement, or any document evidencing Bank Products; or
(g) 
any other act or omission to act or delay of any kind by any Borrower, any other 
guarantor of the Guaranteed Obligations, the Administrative Agent, any Lender or any other Person or 
any other circumstance whatsoever that might, but for the provisions of this paragraph, constitute a legal 
or equitable discharge of any Guarantor’s obligations hereunder other than the Payment in Full.
Section 13.03 Discharge Only Upon Payment In Full; Reinstatement In Certain 
Circumstances. Each of the Guarantor’s obligations hereunder shall remain in full force and effect until 
the Payment in Full has occurred. If at any time any payment of the principal of or interest on any Loan or 
any other amount payable by any Borrower or any other party under this Agreement, any Lender Swap 
Agreement (or any other Swap Agreement entered into with Secured Swap Provider), any document 
evidencing Bank Products, or any other Loan Document is rescinded or must be otherwise restored or 
returned upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, each of the 
Guarantor’s obligations hereunder with respect to such payment shall be reinstated as though such 
payment had been due but not made at such time.
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Section 13.04 Waivers. Each Guarantor irrevocably waives acceptance hereof, diligence, 
promptness, presentment, demand, protest and, to the fullest extent permitted by applicable law, any 
notice not provided for herein, as well as any requirement that at any time any action be taken by any 
Person against any Borrower, any other Guarantor of any of the Guaranteed Obligations, or any other 
Person.
Section 13.05  Subrogation. Each Guarantor hereby agrees not to assert any right, claim or cause 
of action, including, without limitation, a claim for subrogation, reimbursement, indemnification or 
otherwise, against any other Guarantor arising out of or by reason of this Guaranty or the Guaranteed 
Obligations hereunder, including, without limitation, the payment or securing or purchasing of any of the 
Payment in Full by any of the Guarantors unless and until the Payment in Full has occurred. If any 
amount shall be paid to any Guarantor in violation of the preceding sentence and the Payment in Full has 
not occurred, such amount shall be deemed to have been paid to such Guarantor for the benefit of, and 
held in trust for, the Administrative Agent for the benefit of the Secured Parties, and shall forthwith be 
paid to the Administrative Agent to be credited and applied upon the Guaranteed Obligations, whether 
matured or unmatured; otherwise, it shall be returned to remitter. Each Guarantor acknowledges that it 
will receive direct and indirect benefits from the financing arrangements contemplated by this Agreement, 
any other Loan Documents, each Lender Swap Agreement (and each other Swap Agreement entered into 
with another Secured Swap Provider) and that the waiver set forth in this Section 13.05 is knowingly 
made in contemplation of such benefits.
Section 13.06 Stay of Acceleration. If acceleration of the time for payment of any of the 
Guaranteed Obligations is stayed upon the insolvency, bankruptcy or reorganization of any Borrower, all 
such amounts otherwise subject to acceleration under the terms of this Agreement, any other Loan 
Document, any Lender Swap Agreements (and each other Swap Agreement entered into with another 
Secured Swap Provider), and any documents evidencing the Bank Products shall nonetheless be payable 
by each of the Guarantors hereunder forthwith on demand by the Administrative Agent made at the 
written request of the Majority Lenders.
Section 13.07  Subordination of Indebtedness of any Guarantor to any other Guarantor to 
the Guaranteed Obligations. Each Guarantor agrees that:
(a) 
Any indebtedness of any Borrower or any Guarantor now or hereafter owed to any 
Guarantor or any other Guarantor, respectively, is hereby subordinated to the Guaranteed Obligations 
pursuant to the provisions of this Section 13.07.
(b) 
Upon the occurrence and during the continuance of an Event of Default, if the 
Administrative Agent so requests, any such indebtedness of any Borrower or any Guarantor now or 
hereafter owed to any Guarantor or any other Guarantor, respectively, shall be collected, enforced and 
received by such Guarantor as trustee for the Secured Parties and shall be paid over to the Administrative 
Agent for the benefit of the Secured Parties in kind on account of the Guaranteed Obligations, but without 
reducing or affecting in any manner the obligations of any Guarantor under the other provisions of this 
Guaranty. Notwithstanding the foregoing, the term “indebtedness” as used in this Section 13.07 shall not 
include amounts owed by any Borrower or any Guarantor to any Guarantor or any other Guarantor, 
respectively, for payments made by a Guarantor for taxes, payroll obligations, third-party royalty 
obligations and operating expenses incurred in the ordinary course of business.
(c) 
Upon the occurrence and during the continuance of an Event of Default, should 
any Guarantor fail to collect or enforce any such indebtedness of any Borrower or any Guarantor now or 
hereafter owed to such Guarantor or any other Guarantor and pay the proceeds thereof to the 
Administrative Agent, the Administrative Agent as each Guarantor’s attorney-in-fact may do such acts 
and sign such documents in such Guarantor’s name as the Administrative Agent considers necessary or 
desirable to effect such collection, enforcement and/or payment.
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Section 13.08 
Limitation on Obligations.
(a) 
The provisions of this Guaranty are joint and severable, and in any action or 
proceeding involving any state corporate law, or any state, federal or foreign Debtor Relief Law, 
including any bankruptcy, insolvency, reorganization or other law affecting the rights of creditors 
generally, if the obligations of any Guarantor under this Guaranty would otherwise be held or determined 
to be avoidable, invalid or unenforceable on account of the amount of such Guarantor’s liability under 
this Guaranty, then, notwithstanding any other provision of this Guaranty to the contrary, the amount of 
such liability shall, without any further action by the Guarantors, the Administrative Agent or any Lender, 
be automatically limited and reduced to the highest amount that is valid and enforceable as determined in 
such action or proceeding (such highest amount determined hereunder being the relevant Guarantor’s 
“Maximum Liability”). This Section 13.08(a) with respect to the Maximum Liability of the Guarantors is 
intended solely to preserve the rights of the Secured Parties hereunder to the maximum extent not subject 
to avoidance under applicable law, and no Guarantor or any other Person shall have any right or claim 
under this Section 13.08(a) with respect to the Maximum Liability, except to the extent necessary so that 
the Guaranteed Obligations of the Guarantor hereunder shall not be rendered voidable under applicable 
law.
(b) 
Each Guarantor agrees that the Guaranteed Obligations may at any time and from 
time to time exceed the Maximum Liability of each Guarantor, and may exceed the aggregate Maximum 
Liability of all other Guarantors, without impairing this Guaranty or affecting the rights and remedies of 
the Secured Parties hereunder. Nothing in this Section 13.08(b) shall be construed to increase any 
Guarantor’s Guaranteed Obligations hereunder beyond its Maximum Liability.
(c) 
In the event any Guarantor (a “Paying Guarantor”) shall make any payment or 
payments under this Guaranty or shall suffer any loss as a result of any realization upon any collateral 
granted by it to secure its Guaranteed Obligations under this Guaranty, each other Guarantor (each a 
“Non- Paying Guarantor”) shall contribute to such Paying Guarantor an amount equal to such Non-Paying 
Guarantor’s “Pro Rata Share” of such payment or payments made, or losses suffered, by such Paying 
Guarantor. For the purposes hereof, each Non-Paying Guarantor’s “Pro Rata Share” with respect to any 
such payment or loss by a Paying Guarantor shall be determined as of the date on which such payment or 
loss was made by reference to the ratio of (i) such Non-Paying Guarantor’s Maximum Liability as of such 
date (without giving effect to any right to receive, or obligation to make, any contribution hereunder) or, 
if such Non-Paying Guarantor’s Maximum Liability has not been determined, the aggregate amount of all
monies received by such Non-Paying Guarantor from any Borrower after the date hereof (whether by 
loan, capital infusion or by other means) to (ii) the aggregate Maximum Liability of all Guarantors 
hereunder (including such Paying Guarantor) as of such date (without giving effect to any right to receive, 
or obligation to make, any contribution hereunder), or to the extent that a Maximum Liability has not 
been determined for any Guarantors, the aggregate amount of all monies received by such Guarantors 
from any Borrower after the date hereof (whether by loan, capital infusion or by other means). Nothing in 
this Section 13.08(c) shall affect any Guarantor’s joint or several liability for the entire amount of the 
Guaranteed Obligations (up to such Guarantor’s Maximum Liability). Each of the Guarantors covenants 
and agrees that its right to receive any contribution under this Guaranty from a Non-Paying Guarantor 
shall be subordinate and junior in right of payment to all the Guaranteed Obligations. The provisions of 
this Section 13.08(c) are for the benefit of both the Secured Parties and the Guarantors and may be 
enforced by any one, or more, or all of them in accordance with the terms hereof.
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Section 13.09 Application of Payments. All payments held by the Administrative Agent or 
received by the Administrative Agent or any Secured Party hereunder shall be applied by the 
Administrative Agent or such Secured Party to payment of the Guaranteed Obligations in the order set 
forth in Section 10.02.
Section 13.10  No Waivers. No failure or delay by any party in exercising any right, power or 
privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof 
preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The 
rights and remedies provided in this Guaranty, this Agreement, any other Loan Document, any Lender 
Swap Agreement (or any other Swap Agreement entered into with another Secured Swap Provider), or 
any document evidencing ay Indebtedness owning to any Bank Products Provider with respect to any 
Bank Products, shall be cumulative and not exclusive of any rights or remedies provided by law.
Section 13.11  No Duty to Advise. Each of the Guarantors assumes all responsibility for being 
and keeping itself informed of each Borrower’s and each other Guarantor’s financial condition and assets, 
and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations and the 
nature, scope and extent of the risks that each of the Guarantors assumes and incurs under this Guaranty, 
and agrees that neither the Administrative Agent nor any Secured Party has any duty to advise any of the 
Guarantors of information known to it regarding those circumstances or risks.
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133

The parties hereto have caused this Agreement to be duly executed as of the day and year first above written.
BORROWER:
UNIT CORPORATION, a Delaware corporation 
UNIT PETROLEUM COMPANY, an Oklahoma corporation
UNIT DRILLING COMPANY, an Oklahoma corporation
By: _________________________  
Name: _______________________ 
Title: ________________________
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134

ADMINISTRATIVE AGENT, ISSUING BANK AND LENDER:
BOKF, NA dba BANK OF OKLAHOMA,
as Administrative Agent, Issuing Bank and Lender
By: ______________________  
Name: Matt Chase
Title: Senior Vice President
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135

ANNEX I 
LIST OF MAXIMUM CREDIT AMOUNTS
Name of Lender
Applicable Percentage
Maximum Credit Amount*
BOKF, NA dba Bank of 
Oklahoma
100.00%
$100,000,000.00
TOTAL
100.00%
$100,000,000.00
*Subject in all events to the then-effective Borrowing Base.
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136

EXHIBIT A
FORM OF NOTE
 
[_______], 20[__]
FOR VALUE RECEIVED, UNIT CORPORATION, a Delaware corporation (the “Company”), UNIT 
DRILLING COMPANY, an Oklahoma corporation (“Unit Drilling”), and UNIT PETROLEUM COMPANY, an 
Oklahoma corporation (“Unit Petroleum”, and together with the Company and Unit Drilling, each, individually, and 
collectively, the “Borrower”) each, jointly and severally, hereby promises to pay to [BOKF, NA dba Bank of 
Oklahoma] (together with its successors and assigns, the “Lender”), at the office of BOKF, NA dba Bank of 
Oklahoma (together with its successors or assigns in such capacity, the “Administrative Agent”), the unpaid 
principal amount of each Loan from time to time made by the Lender to the Borrower under the Credit Agreement, 
as hereinafter defined, in lawful money of the United States of America and in immediately available funds, on the 
dates and in the principal amounts provided in the Credit Agreement, and to pay interest on the unpaid principal 
amount of each such Loan, at such office, in like money and funds, for the period commencing on the date of such 
Loan until such Loan shall be paid in full, at the rates per annum and on the dates provided in the Credit Agreement.
The date, amount, Type, interest rate, Interest Period and maturity of each Loan made by the Lender to the 
Borrower, and each payment made on account of the principal thereof, shall be recorded by the Lender on its books 
and, prior to any transfer of this Note (as amended, restated, amended and restated, supplemented and/or otherwise 
modified from time to time, this “Note”), may be endorsed by the Lender on the schedules attached hereto or any 
continuation thereof or on any separate record maintained by the Lender.  Failure to make any such notation or to 
attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or 
affect the validity of such transfer by any Lender of this Note.
This Note is a Note as referred to in the Second Amended and Restated Credit Agreement dated as of 
March 8, 2024, among the Borrower, the Administrative Agent, and the other agents and lenders from time to time 
party thereto (including the Lender), and evidences Loans made by the Lender thereunder (such Credit Agreement 
as the same may be amended, amended and restated, modified and/or supplemented from time to time, the “Credit 
Agreement”).  Capitalized terms used but not otherwise defined in this Note have the respective meanings assigned 
to them in the Credit Agreement.
This Note is issued pursuant to, and is subject to the terms and conditions set forth in, the Credit Agreement 
and is entitled to the benefits provided for in the Credit Agreement and the other Loan Documents. The Credit 
Agreement provides for the acceleration of the maturity of this Note upon the occurrence of certain events, for 
prepayments of Loans upon the terms and conditions specified therein and other provisions relevant to this Note.
THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS 
OF THE STATE OF OKLAHOMA.
[This Note replaces in its entirety that certain Revolving Note dated September 3, 2020, in the face principal 
amount of $23,882,352.94 made payable by Borrower to the order of Lender (the “Prior Note”), and is delivered by 
Borrower to Lender in reaffirmation, modification, extension and rearrangement, but not in novation, discharge or 
extinguishment of the Prior Note. All references in the Loan Documents to the Note made by Borrower to Lender 
shall hereafter be deemed to refer to this Note.]
[Signature page follows]
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137

IN WITNESS WHEREOF, each Borrower has caused this Note to be duly executed and delivered in Tulsa, 
Oklahoma, effective as of the day and year first above written.
BORROWER:
UNIT CORPORATION, a Delaware corporation 
UNIT PETROLEUM COMPANY, an Oklahoma corporation
UNIT DRILLING COMPANY, an Oklahoma corporation
By: 
 
Name:  
Title: 
 
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138

EXHIBIT B
FORM OF BORROWING REQUEST
[__________], 20[__]
UNIT CORPORATION, a Delaware corporation (the “Company”), UNIT DRILLING COMPANY, an 
Oklahoma corporation (“Unit Drilling”), and UNIT PETROLEUM COMPANY, an Oklahoma corporation (“Unit 
Petroleum”, and together with the Company and Unit Drilling, each, individually, and collectively, the “Borrower”), 
pursuant to Section 2.03 of the Second Amended and Restated Credit Agreement dated as of March 8, 2024 
(together with all amendments, restatements, supplements or other modifications thereto, the “Credit Agreement”) 
among the Borrower, BOKF, NA dba Bank of Oklahoma, as the Administrative Agent, and the other agents and 
lenders (the “Lenders”) from time to time party thereto (unless otherwise defined herein, each capitalized term used 
herein is defined in the Credit Agreement), hereby requests a Borrowing, and certifies on behalf of the Borrower, as 
follows: 
(i) 
Aggregate amount of the requested Borrowing is $[___________];
(ii) 
Date of such Borrowing is [_________], 20[__] (the “Borrowing Date”);
(iii) 
Requested Borrowing is to be [an ABR Borrowing] [a Term Benchmark Borrowing];
(iv) 
[In the case of a Term Benchmark Borrowing, the initial Interest Period applicable thereto is 
[___________];]
(v) 
Amount of Borrowing Base in effect on the date hereof is $[___________];
(vi) 
[reserved];
(vii) 
Total Revolving Credit Exposures on the date hereof (i.e., outstanding principal amount of Loans and total 
LC Exposure) before giving effect to the requested Borrowing is $[___________];
(viii) 
Pro forma total Revolving Credit Exposures (giving effect to the requested Borrowing) is $[___________]; 
and
(ix) 
Location and number of the account to which funds are to be disbursed, which shall comply with the 
requirements of Section 2.05 of the Credit Agreement, is as follows:
[ 
 
 
 
]
[ 
 
 
 
]
[ 
 
 
 
]
[ 
 
 
 
]
[ 
 
 
 
]
The undersigned certifies that he/she is the [__________] of the Borrower, and that as such he/she is 
authorized to execute this certificate on behalf of the Borrower.  The undersigned further certifies, represents and 
warrants on behalf of the Borrower that the Borrower is entitled to receive the requested Borrowing under the terms 
and conditions of the Credit Agreement (including Section 6.02 thereof).
 
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139

EXECUTED AND DELIVERED this [__] day of [_______].
BORROWER:
UNIT CORPORATION, a Delaware corporation 
UNIT PETROLEUM COMPANY, an Oklahoma corporation
UNIT DRILLING COMPANY, an Oklahoma corporation
By: 
 
Name:  
Title: 
 
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140

EXHIBIT C
FORM OF INTEREST ELECTION REQUEST
[________], 20[__]
UNIT CORPORATION, a Delaware corporation (the “Company”), UNIT DRILLING COMPANY, an 
Oklahoma corporation (“Unit Drilling”), and UNIT PETROLEUM COMPANY, an Oklahoma corporation (“Unit 
Petroleum”, and together with the Company and Unit Drilling, each, individually, and collectively, the “Borrower”), 
pursuant to Section 2.04 of the Second Amended and Restated Credit Agreement dated as of March 8, 2024 
(together with all amendments, restatements, supplements or other modifications thereto, the “Credit Agreement”) 
among the Borrower, BOKF, NA dba Bank of Oklahoma, as the Administrative Agent and the other agents and 
lenders (the “Lenders”) from time to time party thereto (unless otherwise defined herein, each capitalized term used 
herein is defined in the Credit Agreement), hereby makes an Interest Election Request as follows:
(i) 
The Borrowing to which this Interest Election Request applies, and if different options are being 
elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in 
which case the information specified pursuant to (iii) and (iv) below shall be specified for each resulting 
Borrowing), is [_______];
(ii) 
The effective date of the election made pursuant to this Interest Election Request is [_______], 20[______];
[and]
(iii) 
The resulting Borrowing is to be [an ABR Borrowing] [a Term Benchmark Borrowing][; and]
(iv) 
[If the resulting Borrowing is a Term Benchmark Borrowing, the Interest Period applicable to the resulting 
Borrowing after giving effect to such election is [__________]].
The undersigned certifies, represents and warrants on behalf of the Borrower that (a) he/she is the 
[_________] of the Borrower, and that as such he/she is authorized to execute this certificate on behalf of the 
Borrower and (b) that the Borrower is entitled to receive the requested continuation or conversion under the terms 
and conditions of the Credit Agreement.
EXECUTED AND DELIVERED this [__] day of [_______].
BORROWER:
UNIT CORPORATION, a Delaware corporation 
UNIT PETROLEUM COMPANY, an Oklahoma corporation
UNIT DRILLING COMPANY, an Oklahoma corporation
By: 
 
Name:  
Title: 
 
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141

EXHIBIT D
FORM OF COMPLIANCE CERTIFICATE
The undersigned hereby certifies that he/she is the [_______] of UNIT CORPORATION, a Delaware 
corporation (the “Company”), UNIT DRILLING COMPANY, an Oklahoma corporation (“Unit Drilling”), and 
UNIT PETROLEUM COMPANY, an Oklahoma corporation (“Unit Petroleum”, and together with the Company 
and Unit Drilling, each, individually, and collectively, the “Borrower”), and that as such he/she is authorized to 
execute this certificate on behalf of the Borrower.  With reference to the Second Amended and Restated Credit 
Agreement dated as of March 8, 2024 (together with all amendments, restatements, supplements or other 
modifications thereto being the “Credit Agreement”) among the Borrower, BOKF, NA dba Bank of Oklahoma, as 
the Administrative Agent, and the other agents and lenders (the “Lenders”) from time to time party thereto, the 
undersigned certifies, represents and warrants on behalf of the Borrower as follows (each capitalized term used 
herein having the same meaning given to it in the Credit Agreement unless otherwise specified):
(a) 
The Financial Statements for the [fiscal year/fiscal quarter] ending [_______, 20__] delivered with 
this Compliance Certificate in accordance with Section [8.01(a)/8.01(b)] of the Credit Agreement fairly present in 
all material respects the financial condition and results of operations of the Borrower and its Consolidated 
Subsidiaries on a consolidated basis in accordance with GAAP consistently applied[, subject to normal year-end 
audit adjustments and the absence of footnotes].
(b) 
There exists no Default or Event of Default [or, if a Default exists, specify Default and describe any 
action taken or proposed to be taken with respect thereto].
(c) 
Except as set forth herein, the Borrower is in compliance, as of the end of the [fiscal quarter][fiscal 
year] ending [__________], with all financial covenants set forth in Section 9.01 of the Credit Agreement, as 
demonstrated by the reasonably detailed computations of such covenants attached hereto, including the calculation 
of Consolidated Net Income and Consolidated EBITDAX.
(d) 
No change in the application of GAAP to the Borrower’s Financial Statements has occurred since 
the date of the most recent Financial Statements previously provided in connection with the Credit Agreement 
[except [describe any change and the effect of such change on the Financial Statements accompanying this 
certificate]]. 
[Signature page follows]
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142

EXECUTED AND DELIVERED this [__] day of [_______].
BORROWER:
UNIT CORPORATION, a Delaware corporation 
UNIT PETROLEUM COMPANY, an Oklahoma corporation
UNIT DRILLING COMPANY, an Oklahoma corporation
By: 
 
Name:  
Title: 
 
[ATTACH COMPUTATIONS]
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143

EXHIBIT E
SECURITY INSTRUMENTS AS OF THE EFFECTIVE DATE
1. Each of the Existing Mortgages, as more particularly described on the schedule of filings attached hereto 
and hereby incorporated into this Exhibit E (as any of same may be further, amended, restated, amended 
and restated, modified or otherwise supplemented from time to time).
2. Amended and Restated Pledge and Security Agreement, dated as of the Effective Date, by each Borrower, 
as a Grantor thereunder, and each other Grantor party thereto from time to time, in favor of BOKF, NA dba 
Bank of Oklahoma, as the Administrative Agent and as the Issuing Bank, for the benefit of the Secured 
Parties (as the same may be further, amended, restated, amended and restated, modified or otherwise 
supplemented from time to time).
 
3. Each UCC-1 Financing Statement of each Borrower, as more particularly described on the schedule of 
filings attached hereto.
4. Securities Account Control Agreement dated as of September 3, 2020, among the Company, BOKF, NA 
dba Bank of Oklahoma, in its capacity as the Administrative Agent, as the secured party, and BOK 
Financial Securities, Inc., as intermediary, as amended by that certain First Amendment to Securities 
Account Control Agreement dated as of the Effective Date (as the same may be further amended, restated, 
amended and restated, modified or otherwise supplemented from time to time).
5. Deposit Account Control Agreement dated as of September 3, 2020, among Unit Drilling, BOKF, NA dba 
Bank of Oklahoma, in its capacity as the Administrative Agent, as the secured party, and BOKF, NA dba 
Bank of Oklahoma, as bank, as amended by that certain First Amendment to Deposit Account Control 
Agreement dated as of the Effective Date (as the same may be further amended, restated, amended and 
restated, modified or otherwise supplemented from time to time).
6. Deposit Account Control Agreement dated as of September 3, 2020, among Unit Petroleum, BOKF, NA 
dba Bank of Oklahoma, in its capacity as the Administrative Agent, as the secured party, and BOKF, NA 
dba Bank of Oklahoma, as bank, as amended by that certain First Amendment to Deposit Account Control 
Agreement dated as of the Effective Date (as the same may be further amended, restated, amended and 
restated, modified or otherwise supplemented from time to time).
7. The following Existing Letters of Credit:
(a) 
That certain standby letter of credit numbered 20001333 dated as of August 21, 2009, in the 
amount of $500,000, issued by BOKF, NA on behalf of the Company and in favor of Zurich American Insurance 
Company; and
(b) 
That certain standby letter of credit numbered 20003394 dated as of September 30, 2021, in 
the amount of $707,000, issued by BOKF, NA on behalf of the Company and in favor of Arch Insurance Company.
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144

SCHEDULE OF FILINGS
KANSAS:
DEED OF TRUST, MORTGAGE, LINE OF CREDIT MORTGAGE, MULTIPLE INDEBTEDNESS 
MORTGAGE, FIXTURE FILING, ASSIGNMENT OF AS-EXTRACTED COLLATERAL, SECURITY 
AGREEMENT AND FINANCING STATEMENT (Kansas)
Recording Office
Recording Date
Instr. No.
Book / Page
Reno County, Kansas*
September 3, 2020
N/A
876 / 276
*Subject to that certain Partial Release of Liens and Security Interests recorded in Reno County, Kansas, in Book 
558, Page 67, on April 13, 2021.
LOUISIANA:
DEED 
OF 
TRUST, 
MORTGAGE, 
LINE 
OF 
CREDIT 
MORTGAGE, 
MULTIPLE 
INDEBTEDNESS MORTGAGE, FIXTURE FILING, ASSIGNMENT OF AS-EXTRACTED 
COLLATERAL, SECURITY AGREEMENT AND FINANCING STATEMENT (Louisiana)
Recording Office
Recording Date
Instr. No.
Book / Page
Allen Parish, Louisiana
September 3, 2020
503086
N/A
Vermilion Parish, Louisiana
September 3, 2020
2020006147
N/A
OKLAHOMA:
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145

AMENDED AND RESTATED DEED OF TRUST, MORTGAGE, LINE OF CREDIT 
MORTGAGE, 
MULTIPLE 
INDEBTEDNESS 
MORTGAGE, 
FIXTURE 
FILING, 
ASSIGNMENT OF AS-EXTRACTED COLLATERAL, SECURITY AGREEMENT AND 
FINANCING STATEMENT (Oklahoma)
Recording Office
Recording Date
Instr. No.
Book / Page
Alfalfa County, Oklahoma
September 8, 2020
I-2021-095965
860 / 696
Beaver County, Oklahoma
September 3, 2020
I-2020-001501
1406 / 114
Blaine County, Oklahoma
September 4, 2020
I-2020-002721
1442 / 204
Caddo County, Oklahoma
September 4, 2020
202000004280
3170 / 337
Canadian County, Oklahoma*
September 3, 2020
R 2020 207125
5137 / 132
Cleveland County, Oklahoma
September 3, 2020
R2020-31576
6112 / 275
Custer County, Oklahoma
September 4, 2020
I-2020-004156
1894 / 66
Dewey County, Oklahoma
September 3, 2020
I-2020-002180
1806 / 210
Ellis County, Oklahoma
September 4, 2020
I-P-001454
1003 / 298
Grady County, Oklahoma
September 4, 2020
I-2020-011122
5777 / 1
Harper County, Oklahoma
September 4, 2020
I-2020-000819
754 / 584
Kingfisher County, Oklahoma
September 4, 2020
I-2020-004508
3332 / 162
McClain County, Oklahoma
September 4, 2020
I-2020-009366
2647 / 751
Oklahoma County, Oklahoma
September 8, 2020
2020090801 
1315900
14467 / 541
Roger Mills County, Oklahoma
September 4, 2020
I-2020-001386
2451 / 31
Stephens County, Oklahoma
September 4, 2020
I-2020-007249
5859 / 1
Texas County, Oklahoma
September 3, 2020
I-2020-002415
1424 / 202
Washita County, Oklahoma
September 4, 2020
I-2020-002407
1388 / 765
Woodward County, Oklahoma
September 3, 2020
I-2020-000963
2473 / 52
*Subject to that certain Partial Release of Liens and Security Interests recorded in Canadian County, Oklahoma, as 
Instrument No. R 2023 19654, Book 5716, Page 692, on August 14, 2023.
FIRST AMENDMENT AND SUPPLEMENT TO AMENDED AND RESTATED DEED OF 
TRUST, MORTGAGE, LINE OF CREDIT MORTGAGE, MULTIPLE INDEBTEDNESS 
MORTGAGE, FIXTURE FILING, ASSIGNMENT OF AS-EXTRACTED COLLATERAL, 
SECURITY AGREEMENT AND FINANCING STATEMENT (Oklahoma)
Recording Office
Recording Date
Instr. No.
Book / Page
Custer County, Oklahoma
February 16, 2021
I-2021-000710
1914 / 293
SECOND AMENDMENT AND SUPPLEMENT TO AMENDED AND RESTATED DEED OF 
TRUST, MORTGAGE, LINE OF CREDIT MORTGAGE, MULTIPLE INDEBTEDNESS 
MORTGAGE, FIXTURE FILING, ASSIGNMENT OF AS-EXTRACTED COLLATERAL, 
SECURITY AGREEMENT AND FINANCING STATEMENT (Oklahoma)
Recording Office
Recording Date
Instr. No.
Book / Page
Blaine County, Oklahoma
May 26, 2021
I-2021-001433
1466 / 476
Custer County, Oklahoma
May 26, 2021
I-2021-002499
1929 / 629
Dewey County, Oklahoma
May 26, 2021
I-2021-001333
1825 / 599
TEXAS:
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146

AMENDED AND RESTATED DEED OF TRUST MORTGAGE, LINE OF CREDIT 
MORTGAGE, 
MULTIPLE 
INDEBTEDNESS 
MORTGAGE, 
FIXTURE 
FILING, 
ASSIGNMENT OF AS-EXTRACTED COLLATERAL, SECURITY AGREEMENT AND 
FINANCING STATEMENT (Texas)
Recording Office
Recording Date
Instr. No.
Book / Page
Crane County, Texas
September 4, 2020
108983
645 / 765
Goliad County, Texas*
September 4, 2020
145935
Gray County, Texas**
September 4, 2020
0222580
N/A
Hansford County, Texas***
September 4, 2020
91591
Hardin County, Texas****
September 4, 2020
2020-107223
N/A
Hemphill County, Texas*****
September 3, 2020
076055
N/A
Lavaca County, Texas******
September 3, 2020
241045
870 / 240
Lipscomb County, Texas*******
September 4, 2020
067705
N/A
Midland County, Texas
September 3, 2020
2020-26219
N/A
Newton County, Texas********
September 15, 2020
170323
736 / 388
Ochiltree County, Texas*********
September 8, 2020
2020-973
N/A
Polk County, Texas**********
September 4, 2020
8182
2283 / 424
Reeves County, Texas
September 4, 2020
2020008254
N/A
Roberts County, Texas***********
September 4, 2020
051241
N/A
Tyler County, Texas************
September 4, 2020
20-2409
1246 / 196
Wheeler County, Texas*************
September 8, 2020
57482
757 / 872
*Subject to that certain Partial Release of Liens and Security Interests recorded in Goliad County, Texas, as 
Instrument No. 149826, on July 11, 2022.
**Subject to that certain Partial Release of Liens and Security Interests recorded in Gray County, Texas, as 
Instrument No. 0233238, on December 18, 2023.
***Subject to that certain Partial Release of Liens and Security Interests recorded in Hansford County, Texas, as 
Instrument No. 95196, in Book 505, Page 448, on December 19, 2023.
****Subject to that certain Partial Release of Liens and Security Interests recorded in Hardin County, Texas, as 
Instrument No.2022-128192, Book 2357, Page 936, on July 11, 2022.
*****Subject to that certain Partial Release of Liens and Security Interests recorded in Hemphill County, Texas, as 
Instrument No. 079211, on December 18, 2023.
******Subject to that certain Partial Release of Liens and Security Interests recorded in Lavaca County, Texas, as 
Instrument No. 251658, Book 943, Page 607, on July 11, 2022.
*******Subject to that certain Partial Release of Liens and Security Interests recorded in Lipscomb County, Texas, 
as Instrument No. 071152, on December 18, 2023.
********Subject to that certain Partial Release of Liens and Security Interests, recorded in Newton County, Texas, 
as Instrument No. 174720, Book 768, Page 612, on July 12, 2022.
*********Subject to that certain Partial Release of Liens and Security Interests recorded in Ochiltree County, 
Texas, as Instrument No. 2020-1697, on December 18, 2023.
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147

**********Subject to that certain Partial Release of Liens and Security Interests recorded in Polk County, Texas, 
as Instrument No. 7900, Book 2427, Page 592, on July 11, 2022.
***********Subject to that certain Partial Release of Liens and Security Interests recorded in Roberts County, 
Texas, as Instrument No. 053143, on December 19, 2023.
************Subject to that certain Partial Release of Liens and Security Interests recorded in Tyler County, 
Texas, as Instrument No. 222684, Book 1306, Page 289, on July 8, 2022.
*************Subject to that certain Partial Release of Liens and Security Interests recorded in Wheeler County, 
Texas, as Instrument No. 62262, in Book 790, Page 347, on December 18, 2023.
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148

ACTIVE UCCs:
Debtor: Unit Petroleum Company
Filing Type
Recording Office
Recording Date
Instr. No.
UCC-1
Oklahoma County Clerk
11/14/2019
20191114021150640
UCC-1
Oklahoma County Clerk
9/4/2020
20200904021059390
Debtor: Unit Corporation
Filing Type
Recording Office
Recording Date
Instr. No.
UCC-1
Delaware Secretary of State
9/3/2020
20206097358
Debtor: Unit Drilling Company
Filing Type
Recording Office
Recording Date
Instr. No.
UCC-1
Oklahoma County Clerk
9/4/2020
20200904021059380
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149

EXHIBIT F
[RESERVED.]
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150

EXHIBIT G
FORM OF ASSIGNMENT AND ASSUMPTION
This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective 
Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert 
name of Assignee] (the “Assignee”).  Capitalized terms used but not defined herein shall have the meanings given to 
them in the Second Amended and Restated Credit Agreement identified below (as amended, restated, amended and 
restated, modified and/or otherwise supplemented from time to time, the “Credit Agreement”), receipt of a copy of 
which is hereby acknowledged by the Assignee.  The Standard Terms and Conditions set forth in Annex 1 attached 
hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and 
Assumption as if set forth herein in full.
For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and 
the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the 
Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative 
Agent as contemplated below, (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the 
Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the 
amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor 
under the respective facilities identified below (including any letters of credit and guarantees included in such 
facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and 
any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising 
under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or 
the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract 
claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights 
and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant 
to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”).  Such sale and 
assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and 
Assumption, without representation or warranty by the Assignor.
2. 
Assignor: 
______________________________
3. 
Assignee: 
______________________________
 
 
[and is an Affiliate/Approved Fund of [identify Lender]]
4. 
Borrower: 
UNIT CORPORATION, a Delaware corporation (the “Company”), 
UNIT DRILLING COMPANY, an Oklahoma corporation (“Unit 
Drilling”), and UNIT PETROLEUM COMPANY, an Oklahoma 
corporation
5. 
Administrative Agent: 
BOKF, NA dba Bank of Oklahoma, as the Administrative 
 
 
Agent under the Credit Agreement
6. 
Credit Agreement: 
Second Amended and Restated Credit Agreement dated as of March 8, 
2024, among UNIT CORPORATION, a Delaware corporation (the 
“Company”), UNIT DRILLING COMPANY, an Oklahoma corporation 
(“Unit Drilling”), and UNIT PETROLEUM COMPANY, an Oklahoma 
corporation, the Lenders from time to time party thereto, and BOKF, NA 
dba Bank of Oklahoma, as the Administrative Agent and the Issuing 
Bank
7. 
Assigned Interest:
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151

Commitment Assigned
Aggregate Amount of 
Commitment/Loans for 
all Lenders
Amount of Commitment/
Loans Assigned
Percentage Assigned of 
Commitment/Loans
$
$
 
%
$
$
 
%
$
$
 
%
Effective Date:  _____________ ___, 20___ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND 
WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER 
THEREFOR.]
The terms set forth in this Assignment and Assumption are hereby agreed to:
ASSIGNOR
 
[NAME OF ASSIGNOR]
 
By:  
 
 
Name:  
 
 
Title:   
ASSIGNEE
 
[NAME OF ASSIGNEE]
 
By:  
 
 
Name:  
 
 
Title:   
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152

[Consented to and] Accepted:
BOKF, NA dba BANK OF OKLAHOMA, as
the Administrative Agent [and the Issuing Bank]
By:  
 
Name:   
Title:   
[Consented to:]
[NAME OF RELEVANT PARTY]
By:  
 
Name:   
Title:   
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153

ANNEX 1
STANDARD TERMS AND CONDITIONS FOR
ASSIGNMENT AND ASSUMPTION
Representations and Warranties.
Assignor.  The Assignor represents and warrants that (1) it is the legal and beneficial owner of the 
Assigned Interest, (2) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (3) it 
has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and 
Assumption and to consummate the transactions contemplated hereby, and (iv) it is [not] a Defaulting Lender; and 
(4) assumes no responsibility with respect to (5) any statements, warranties or representations made in or in 
connection with the Credit Agreement or any other Loan Document, (6) the execution, legality, validity, 
enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (7) the 
financial condition of the Borrower, any of the Subsidiaries or Affiliates or any other Person obligated in respect of 
any Loan Document or (8) the performance or observance by the Borrower, any of the Subsidiaries or Affiliates or 
any other Person of any of their respective obligations under any Loan Document.
Assignee.  The Assignee represents and warrants that (9) it has full power and authority, and has 
taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the 
transactions contemplated hereby and to become a Lender under the Credit Agreement, (10) it satisfies the 
requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the 
Assigned Interest and become a Lender, (11) from and after the Effective Date, it shall be bound by the provisions 
of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the 
obligations of a Lender thereunder, (12) it has received a copy of the Credit Agreement, together with copies of the 
most recent financial statements delivered pursuant to Section 8.01 thereof, as applicable, and such other documents 
and information as it has deemed appropriate to make its own credit analysis and decision to enter into this 
Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis 
and decision independently and without reliance on the Administrative Agent or any other Lender, and (v) if it is a 
Foreign Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it 
pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (13) agrees that 
(14) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and 
based on such documents and information as it shall deem appropriate at the time, continue to make its own credit 
decisions in taking or not taking action under the Loan Documents, and (15) it will perform in accordance with their 
terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a 
Lender.
Payments.  From and after the Effective Date, the Administrative Agent shall make all payments in 
respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor 
for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have 
accrued from and after the Effective Date.
General Provisions.  This Assignment and Assumption shall be binding upon, and inure to the 
benefit of, the parties hereto and the other parties to the Credit Agreement and their respective successors and 
assigns.  This Assignment and Assumption may be executed in any number of counterparts, which together shall 
constitute one instrument.  Delivery of an executed counterpart of a signature page of this Assignment and 
Assumption by fax or other electronic transmission (e.g., “.pdf”) shall be effective as delivery of a manually 
executed counterpart of this Assignment and Assumption.  This Assignment and Assumption shall be governed by, 
and construed in accordance with, the laws of the State of Oklahoma.
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154

EXHIBIT H-1
FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOREIGN LENDERS; NOT PARTNERSHIPS)
(For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)
Reference is hereby made to that certain Second Amended and Restated Credit Agreement dated as of March 8, 
2024 (as amended, restated, amended and restated, modified and/or otherwise supplemented from time to time, the 
“Credit Agreement”), among UNIT CORPORATION, a Delaware corporation (the “Company”), UNIT DRILLING 
COMPANY, an Oklahoma corporation (“Unit Drilling”), and UNIT PETROLEUM COMPANY, an Oklahoma 
corporation (“Unit Petroleum”, and together with the Company and Unit Drilling, each, individually, and 
collectively, the “Borrower”), BOKF, NA dba Bank of Oklahoma, as the Administrative Agent, and the other agents 
and lenders (the “Lenders”) which are or become a party thereto.  Unless otherwise defined herein, terms defined in 
the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.
Pursuant to the provisions of Section 5.03 of the Credit Agreement, the undersigned hereby certifies that (i) it is the 
sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of 
which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, 
(iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Code and 
(iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the 
Code.
The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person 
status on IRS Form W-8BEN (or applicable successor form) (or W-8BEN-E (or applicable successor form), as 
applicable).  By executing this certificate, the undersigned agrees that (1) if the information provided on this 
certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) 
the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly 
completed and currently effective certificate in either the calendar year in which each payment is to be made to the 
undersigned, or in either of the two calendar years preceding such payments.
[NAME OF LENDER]
By:
Name:
Title:
Date: ________ __, 20[  ]
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155

EXHIBIT H-2
FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOREIGN PARTICIPANTS; NOT 
PARTNERSHIPS)
(For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)
Reference is hereby made to that certain Second Amended and Restated Credit Agreement dated as of March 8, 
2024 (as amended, restated, amended and restated, modified and/or otherwise supplemented from time to time, the 
“Credit Agreement”), among UNIT CORPORATION, a Delaware corporation (the “Company”), UNIT DRILLING 
COMPANY, an Oklahoma corporation (“Unit Drilling”), and UNIT PETROLEUM COMPANY, an Oklahoma 
corporation (“Unit Petroleum”, and together with the Company and Unit Drilling, each, individually, and 
collectively, the “Borrower”), BOKF, NA dba Bank of Oklahoma, as the Administrative Agent, and the other agents 
and lenders (the “Lenders”) which are or become a party thereto.  Unless otherwise defined herein, terms defined in 
the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.
Pursuant to the provisions of Section 5.03 of the Credit Agreement, the undersigned hereby certifies that (i) it is the 
sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a 
bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the 
Borrower within the meaning of Section 881(c)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation 
related to the Borrower as described in Section 881(c)(3)(C) of the Code.
The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form 
W-8BEN (or applicable successor form) (or W-8BEN-E (or applicable successor form), as applicable).  By 
executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the 
undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times 
furnished such Lender with a properly completed and currently effective certificate in either the calendar year in 
which each payment is to be made to the undersigned, or in either of the two calendar years preceding such 
payments.
[NAME OF PARTICIPANT]
By:
Name:
Title:
Date: ________ __, 20[  ]
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156

EXHIBIT H-3
FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOREIGN PARTICIPANTS; PARTNERSHIPS)
(For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)
Reference is hereby made to that certain Second Amended and Restated Credit Agreement dated as of March 8, 
2024 (as amended, restated, amended and restated, modified and/or otherwise supplemented from time to time, the 
“Credit Agreement”), among UNIT CORPORATION, a Delaware corporation (the “Company”), UNIT DRILLING 
COMPANY, an Oklahoma corporation (“Unit Drilling”), and UNIT PETROLEUM COMPANY, an Oklahoma 
corporation (“Unit Petroleum”, and together with the Company and Unit Drilling, each, individually, and 
collectively, the “Borrower”), BOKF, NA dba Bank of Oklahoma, as the Administrative Agent, and the other agents 
and lenders (the “Lenders”) which are or become a party thereto.  Unless otherwise defined herein, terms defined in 
the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.
Pursuant to the provisions of Section 5.03 of the Credit Agreement, the undersigned hereby certifies that (i) it is the 
sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect 
partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither 
the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan 
agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of 
the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the 
meaning of Section 881(c)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled 
foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.
The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the 
following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form 
W-8BEN (or applicable successor form) (or W-8BEN-E (or applicable successor form), as applicable) or (ii) an IRS 
Form W-8IMY accompanied by an IRS Form W-8BEN (or applicable successor form) (or W-8BEN-E (or 
applicable successor form), as applicable) from each of such partner’s/member’s beneficial owners that is claiming 
the portfolio interest exemption.  By executing this certificate, the undersigned agrees that (1) if the information 
provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned 
shall have at all times furnished such Lender with a properly completed and currently effective certificate in either 
the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years 
preceding such payments.
[NAME OF PARTICIPANT]
By:
Name:
Title:
Date: ________ __, 20[  ]
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157

EXHIBIT H-4
FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOREIGN LENDERS; PARTNERSHIPS)
(For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)
Reference is hereby made to that certain Second Amended and Restated Credit Agreement dated as of March 8, 
2024 (as amended, restated, amended and restated, modified and/or otherwise supplemented from time to time, the 
“Credit Agreement”), among UNIT CORPORATION, a Delaware corporation (the “Company”), UNIT DRILLING 
COMPANY, an Oklahoma corporation (“Unit Drilling”), and UNIT PETROLEUM COMPANY, an Oklahoma 
corporation (“Unit Petroleum”, and together with the Company and Unit Drilling, each, individually, and 
collectively, the “Borrower”), BOKF, NA dba Bank of Oklahoma, as the Administrative Agent, and the other agents 
and lenders (the “Lenders”) which are or become a party thereto.  Unless otherwise defined herein, terms defined in 
the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.
Pursuant to the provisions of Section 5.03 of the Credit Agreement, the undersigned hereby certifies that (i) it is the 
sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing 
this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as 
any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement 
or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank 
extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the 
meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent 
shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Code and (v) none of its direct or 
indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 
881(c)(3)(C) of the Code.
The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied 
by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: 
(i) an IRS Form W-8BEN (or applicable successor form) (or W-8BEN-E (or applicable successor form), as 
applicable) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN (or applicable successor form) (or 
W-8BEN-E (or applicable successor form), as applicable) from each of such partner’s/member’s beneficial owners 
that is claiming the portfolio interest exemption.  By executing this certificate, the undersigned agrees that (1) if the 
information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the 
Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative 
Agent with a properly completed and currently effective certificate in either the calendar year in which each 
payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.
[NAME OF LENDER]
By:
Name:
Title:
Date: ________ __, 20[  ]
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158

Schedule 7.05
Litigation
None.
Table of Contents
159

Schedule 7.06
Environmental Matters
None.
Table of Contents
160

Schedule 7.14
Subsidiaries
Subsidiary
Formation
Address
SPC Midstream Operating, L.L.C.
Oklahoma
8200 South Unit Drive, Tulsa, OK 74132
8200 Unit Drive, L.L.C.
Oklahoma
8200 South Unit Drive, Tulsa, OK 74132
Unit Drilling USA Colombia, L.L.C.
Delaware
8200 South Unit Drive, Tulsa, OK 74132
Unit Drilling Colombia, L.L.C.*
Delaware
8200 South Unit Drive, Tulsa, OK 74132
*Wholly-owned subsidiary of Unit Drilling USA Colombia, L.L.C.
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161

Schedule 7.18
Gas Imbalances
None.
Table of Contents
162

Schedule 7.19
Material Agreements
None.
Table of Contents
163

Schedule 7.20
Swap Agreements
None.
Table of Contents
164

Schedule 7.25
Accounts
[Redacted]
Table of Contents
165

Schedule 9.02
Effective Date Debt
None.
Table of Contents
166

Schedule 9.03
Existing Liens
None.
Table of Contents
167

Schedule 9.05
Effective Date Investments
None.
Table of Contents
168

Exhibit 31.1 Certification of Principal Executive Officer
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
I, Phil Frohlich, Chief Executive Officer of Unit Corporation, certify that:
1. 
I have reviewed this Annual Report of Unit Corporation;
2. 
Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a 
material fact necessary to make the statements made, in light of the circumstances under which such statements were 
made, not misleading with respect to the periods covered by this Annual Report; and
3. 
Based on my knowledge, the financial statements, and other financial information included or incorporated by 
reference in this Annual Report, fairly present in all material respects the financial condition, results of operations, and 
cash flows of the issuer as of, and for, the periods presented in this Annual Report. 
/s/ Phil Frohlich            
Phil Frohlich
Chief Executive Officer
Date: March 14, 2024
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169

Exhibit 31.2 Certification of Principal Financial Officer
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
I, Thomas D. Sell, Chief Financial Officer of Unit Corporation, certify that:
1. 
I have reviewed this Annual Report of Unit Corporation;
2. 
Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a 
material fact necessary to make the statements made, in light of the circumstances under which such statements were 
made, not misleading with respect to the periods covered by this Annual Report; and
3. 
Based on my knowledge, the financial statements, and other financial information included or incorporated by 
reference in this Annual Report, fairly present in all material respects the financial condition, results of operations, and 
cash flows of the issuer as of, and for, the periods presented in this Annual Report. 
/s/ Thomas D. Sell         
Thomas D. Sell
Chief Financial Officer
Date: March 14, 2024
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170

Table of Contents
171

UNIT CORPORATION
Estimated
Net Future Reserves
Attributable to Certain
Leasehold Interests
SEC Parameters
As of
December 31, 2023
/s/ Robert J. Paradiso
Robert J. Paradiso, P.E.
TBPELS License No. 111861
Vice President
[SEAL]
RYDER SCOTT COMPANY, L.P.
TBPELS Firm Registration No. F-1580

 
TBPELS REGISTERED ENGINEERING FIRM F-1580 
 
FAX (713) 651-0849
 
1100 LOUISIANA    SUITE 4600 
HOUSTON, TEXAS 77002-5294 
TELEPHONE (713) 651-9191
 
 
February 1, 2024
Unit Corporation
8200 South Unit Drive
Tulsa, Oklahoma 74132
Ladies and Gentlemen:
At the request of Unit Corporation (Unit), Ryder Scott Company, L.P. (Ryder Scott) has 
conducted a reserves audit of the estimates of the proved reserves as of December 31, 2023 prepared 
by Unit’s engineering and geological staff based on the definitions and disclosure guidelines of the 
United States Securities and Exchange Commission (SEC) contained in Title 17, Code of Federal 
Regulations, Modernization of Oil and Gas Reporting, Final Rule released January 14, 2009 in the 
Federal Register (SEC regulations).  Our reserves audit, completed on January 31, 2024 and presented 
herein, was prepared for public disclosure by Unit in filings made with the SEC in accordance with the 
disclosure requirements set forth in the SEC regulations.  The estimated reserves shown herein 
represent Unit’s estimated net reserves attributable to the leasehold interests in certain properties 
owned by Unit and the portion of those reserves reviewed by Ryder Scott, as of December 31, 2023.  
The properties reviewed by Ryder Scott incorporate 301 reserves determinations and are located in the 
states of Oklahoma and Texas.  The wells for which estimates of reserves were audited by Ryder Scott 
were selected by Unit.  At Unit’s request, the reserves audit conducted by Ryder Scott addresses only 
the proved developed producing reserves.  
The properties reviewed by Ryder Scott account for a portion of Unit’s total net proved liquid 
hydrocarbon and gas reserves as of December 31, 2023.  Based on the estimates of total net proved 
reserves prepared by Unit, the reserves audit conducted by Ryder Scott addresses approximately 80 
percent of the total proved net reserves of Unit on a barrel of oil equivalent, BOE basis as of December 
31, 2023.     
The properties reviewed by Ryder Scott account for a portion of Unit’s total proved discounted 
future net income using SEC hydrocarbon price parameters as of December 31, 2023.  Based on the 
reserves and income projections prepared by Unit, the audit conducted by Ryder Scott addresses 
approximately 85 percent of the total proved discounted future net income at 10% of Unit as of 
December 31, 2023.
As prescribed by the Society of Petroleum Engineers in Paragraph 2.2(f) of the Standards 
Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information (SPE auditing 
standards), a reserves audit is defined as “the process of reviewing certain of the pertinent facts 
interpreted and assumptions made that have resulted in an estimate of reserves and/or Reserves 
Information prepared by others and the rendering of an opinion about (1) the appropriateness of the 
methodologies employed; (2) the adequacy and quality of the data relied upon; (3) the depth and 
thoroughness of the reserves estimation process; (4) the classification of reserves appropriate to the 
relevant definitions used; and (5) the reasonableness of the estimated reserves quantities and/or 
Reserves Information.”  Reserves Information may consist of various estimates pertaining to the extent 
and value of petroleum properties.
Based on our review, including the data, technical processes and interpretations presented by 
Unit, it is our opinion that the overall procedures and methodologies utilized by Unit in preparing their 
2

estimates of the proved reserves as of December 31, 2023 comply with the current SEC regulations 
and that the overall proved reserves for the reviewed properties as estimated by Unit are, in the 
aggregate, reasonable within the established audit tolerance guidelines of 10 percent as set forth in the 
SPE auditing standards.
The estimated reserves presented in this report are related to hydrocarbon prices.  Unit has 
informed us that in the preparation of their reserves and income projections, as of December 31, 2023, 
they used average prices during the 12-month period prior to the “as of date” of this report, determined 
as the unweighted arithmetic averages of the prices in effect on the first-day-of-the-month for each 
month within such period, unless prices were defined by contractual arrangements, as required by the 
SEC regulations.  Unit has informed us they do not have any fixed price contractual arrangements.  
Actual future prices may vary considerably from the prices required by SEC regulations.  The reserves 
volumes and the income attributable thereto have a direct relationship to the hydrocarbon prices 
actually received; therefore, volumes of reserves actually recovered may differ significantly from the 
estimated quantities presented in this report.  The net reserves as estimated by Unit attributable to 
Unit's interest in properties that we reviewed and for those that we did not review are summarized 
below:
SEC PARAMETERS
Estimated Net Reserves
Certain Leasehold Interests of
Unit Corporation
As of December 31, 2023
Total Proved
Developed
Producing
Net Reserves of Properties
Audited by Ryder Scott
Oil/Condensate – MBarrels
4,283
Plant Products – MBarrels
8,078
Gas – MMcf
78,029
MBOE
25,366
Net Reserves of Properties
Not Audited by Ryder Scott
Oil/Condensate – MBarrels
763
Plant Products – MBarrels
1,788
Gas – MMcf
21,857
MBOE
6,194
Total Net Reserves
Oil/Condensate – MBarrels
5,046
Plant Products – MBarrels
9,866
Gas – MMcf
99,886
MBOE
31,560
Liquid hydrocarbons are expressed in standard 42 U.S. gallon barrels and shown herein as 
thousands of barrels (MBarrels).  All gas volumes are reported on an “as sold basis” expressed in 
millions of cubic feet (MMcf) at the official temperature and pressure bases of the areas in which the 
gas reserves are located.  The net reserves are also shown herein on an equivalent unit basis wherein 
3

natural gas is converted to oil equivalent using a factor of 6,000 cubic feet of natural gas per one barrel 
of oil equivalent.  MBOE means thousand barrels of oil equivalent.  
Reserves Included in This Report
In our opinion, the proved reserves presented in this report conform to the definition as set forth 
in the Securities and Exchange Commission’s Regulations Part 210.4-10(a).  An abridged version of the 
SEC reserves definitions from 210.4-10(a) entitled “PETROLEUM RESERVES DEFINITIONS” is 
included as an attachment to this report.
The various proved reserves status categories are defined in the attachment entitled 
“PETROLEUM RESERVES STATUS DEFINITIONS AND GUIDELINES” in this report.  No proved 
developed non-producing or undeveloped reserves are included herein.
Reserves are “estimated remaining quantities of oil and gas and related substances anticipated 
to be economically producible, as of a given date, by application of development projects to known 
accumulations.”  All reserves estimates involve an assessment of the uncertainty relating the likelihood 
that the actual remaining quantities recovered will be greater or less than the estimated quantities 
determined as of the date the estimate is made.  The uncertainty depends primarily on the amount of 
reliable geologic and engineering data available at the time of the estimate and the interpretation of 
these data.  The relative degree of uncertainty may be conveyed by placing reserves into one of two 
principal categories, either proved or unproved.  Unproved reserves are less certain to be recovered 
than proved reserves and may be further sub-categorized as probable and possible reserves to denote 
progressively increasing uncertainty in their recoverability.  At Unit’s request, this report addresses only 
the proved reserves attributable to the properties reviewed herein.
Proved oil and gas reserves are “those quantities of oil and gas which, by analysis of 
geoscience and engineering data, can be estimated with reasonable certainty to be economically 
producible from a given date forward.”  The proved reserves included herein were estimated using 
deterministic methods.  The SEC has defined reasonable certainty for proved reserves, when based on 
deterministic methods, as a “high degree of confidence that the quantities will be recovered.”  
Proved reserves estimates will generally be revised only as additional geologic or engineering 
data become available or as economic conditions change.  For proved reserves, the SEC states that 
“as changes due to increased availability of geoscience (geological, geophysical, and geochemical), 
engineering, and economic data are made to the estimated ultimate recovery (EUR) with time, 
reasonably certain EUR is much more likely to increase or remain constant than to decrease.”  
Moreover, estimates of proved reserves may be revised as a result of future operations, effects of 
regulation by governmental agencies or geopolitical or economic risks.  Therefore, the proved reserves 
included in this report are estimates only and should not be construed as being exact quantities.  They 
may or may not be actually recovered, and if recovered, could be more or less than the estimated 
amounts.
Audit Data, Methodology, Procedure and Assumptions
The estimation of reserves involves two distinct determinations.  The first determination results 
in the estimation of the quantities of recoverable oil and gas and the second determination results in the 
estimation of the uncertainty associated with those estimated quantities in accordance with the 
definitions set forth by the Securities and Exchange Commission’s Regulations Part 210.4-10(a).  The 
process of estimating the quantities of recoverable oil and gas reserves relies on the use of certain 
generally accepted analytical procedures.  These analytical procedures fall into three broad categories 
or methods: (1) performance-based methods; (2) volumetric-based methods; and (3) analogy.  These 
methods may be used individually or in combination by the reserves evaluator in the process of 
estimating the quantities of reserves.  Reserves evaluators must select the method or combination of 
methods which in their professional judgment is most appropriate given the nature and amount of 
reliable geoscience and engineering data available at the time of the estimate, the established or 
anticipated performance characteristics of the reservoir being evaluated and the stage of development 
or producing maturity of the property.
In many cases, the analysis of the available geoscience and engineering data and the 
subsequent interpretation of this data may indicate a range of possible outcomes in an estimate, 
4

irrespective of the method selected by the evaluator.  When a range in the quantity of reserves is 
identified, the evaluator must determine the uncertainty associated with the incremental quantities of 
the reserves.  If the reserves quantities are estimated using the deterministic incremental approach, the 
uncertainty for each discrete incremental quantity of the reserves is addressed by the reserves category 
assigned by the evaluator.  Therefore, it is the categorization of reserves quantities as proved, probable 
and/or possible that addresses the inherent uncertainty in the estimated quantities reported.  For 
proved reserves, uncertainty is defined by the SEC as reasonable certainty wherein the “quantities 
actually recovered are much more likely to be achieved than not.”  The SEC states that “probable 
reserves are those additional reserves that are less certain to be recovered than proved reserves but 
which, together with proved reserves, are as likely as not to be recovered.”  The SEC states that 
“possible reserves are those additional reserves that are less certain to be recovered than probable 
reserves and the total quantities ultimately recovered from a project have a low probability of exceeding 
proved plus probable plus possible reserves.”  All quantities of reserves within the same reserves 
category must meet the SEC definitions as noted above.
Estimates of reserves quantities and their associated reserves categories may be revised in the 
future as additional geoscience or engineering data become available.  Furthermore, estimates of 
reserves quantities and their associated reserves categories may also be revised due to other factors 
such as changes in economic conditions, results of future operations, effects of regulation by 
governmental agencies or geopolitical or economic risks as previously noted herein.
The reserves prepared by Unit for the properties that we reviewed were estimated by 
performance methods.  All of the reserves attributable to producing wells and/or reservoirs were 
estimated by performance methods.  These performance methods include, but may not be limited to, 
decline curve analysis, which utilized extrapolations of historical production and pressure data available 
through October, 2023 in those cases where such data were considered to be definitive.  The data used 
in these analyses were furnished to Ryder Scott by Unit or obtained from public data sources and were 
considered sufficient for the purpose thereof.  
To estimate economically producible proved oil and gas reserves, many factors and 
assumptions are considered including, but not limited to, the use of reservoir parameters derived from 
geological, geophysical and engineering data which cannot be measured directly, economic criteria 
based on current costs and SEC pricing requirements, and forecasts of future production rates.  Under 
the SEC regulations 210.4-10(a)(22)(v) and (26), proved reserves must be anticipated to be 
economically producible from a given date forward based on existing economic conditions including the 
prices and costs at which economic producibility from a reservoir is to be determined.  While it may 
reasonably be anticipated that the future prices received for the sale of production and the operating 
costs and other costs relating to such production may increase or decrease from those under existing 
economic conditions, such changes were, in accordance with rules adopted by the SEC, omitted from 
consideration in conducting this review.
As stated previously, proved reserves must be anticipated to be economically producible from a 
given date forward based on existing economic conditions including the prices and costs at which 
economic producibility from a reservoir is to be determined.  To confirm that the proved reserves 
reviewed by us meet the SEC requirements to be economically producible, we have reviewed certain 
primary economic data utilized by Unit relating to hydrocarbon prices and costs as noted herein.  
The hydrocarbon prices furnished by Unit for the properties reviewed by us are based on SEC 
price parameters using the average prices during the 12-month period prior to the “as of date” of this 
report, determined as the unweighted arithmetic averages of the prices in effect on the first-day-of-the-
month for each month within such period, unless prices were defined by contractual arrangements.  For 
hydrocarbon products sold under contract, the contract prices, including fixed and determinable 
escalations exclusive of inflation adjustments, were used until expiration of the contract.  Upon contract 
expiration, the prices were adjusted to the 12-month unweighted arithmetic average as previously 
described.  
The initial SEC hydrocarbon benchmark prices in effect on December 31, 2023 for the 
properties reviewed by us were determined using the 12-month average first-day-of-the-month 
benchmark prices appropriate to the geographic area where the hydrocarbons are sold.  These 
benchmark prices are prior to the adjustments for differentials as described herein.  The table below 
summarizes the “benchmark prices” and “price reference” used by Unit for the geographic area 
reviewed by us.  In certain geographic areas, the price reference and benchmark prices may be defined 
by contractual arrangements.  
5

The product prices that were actually used by Unit to determine the future gross revenue for 
each property reviewed by us reflect adjustments to the benchmark prices for gravity, quality, local 
conditions, and/or distance from market, referred to herein as “differentials.”  The differentials used by 
Unit were accepted as factual data and reviewed by us for their reasonableness; however, we have not 
conducted an independent verification of the data used by Unit.  
The table below summarizes Unit’s net volume weighted benchmark prices adjusted for 
differentials for the properties reviewed by us and referred to herein as Unit’s “average realized prices.”  
The average realized prices shown in the table below were determined from Unit’s estimate of the total 
future gross revenue before production taxes for the properties reviewed by us and Unit’s estimate of 
the total net reserves for the properties reviewed by us for the geographic area.  The data shown in the 
table below is presented in accordance with SEC disclosure requirements for each of the geographic 
areas reviewed by us.
Geographic Area
Product
Price
Reference
Average
Benchmark
Prices
Average 
Realized
Prices
United States
Oil/Condensate
WTI Cushing
$78.22/bbl
$76.12/bbl
NGLs
WTI Cushing
$78.22/bbl
$23.76/bbl
Gas
Henry Hub
$2.637/MMBTU
$2.33/Mcf
The effects of derivative instruments designated as price hedges of oil and gas quantities are 
not reflected in Unit’s individual property evaluations.  
Accumulated gas production imbalances, if any, were not taken into account in the proved gas 
reserves estimates reviewed.  The proved gas volumes presented herein do not include volumes of gas 
consumed in operations as reserves.
Operating costs furnished by Unit are based on the operating expense reports of Unit and 
include only those costs directly applicable to the leases or wells for the properties reviewed by us. The 
operating costs include a portion of general and administrative costs allocated directly to the leases and 
wells.  For operated properties, the operating costs include an appropriate level of corporate general 
administrative and overhead costs.  The operating costs for non-operated properties include the 
COPAS overhead costs that are allocated directly to the leases and wells under terms of operating 
agreements.  Transportation fees are included as operating cost deductions.  The operating costs 
furnished by Unit were accepted as factual data and reviewed by us for their reasonableness using 
information provided by Unit; however, we have not conducted an independent verification of the data 
used by Unit.  No deduction was made for loan repayments, interest expenses, or exploration and 
development prepayments that were not charged directly to the leases or wells.
Unit has informed us that abandonment costs are reported outside of this report; therefore, their 
projection of future net income associated with the reserve projections does not reflect abandonment 
costs.  
Current costs used by Unit were held constant throughout the life of the properties.
Unit’s forecasts of future production rates are based on historical performance from wells 
currently on production.  If no production decline trend has been established, future production rates 
were held constant until a decline in ability to produce was anticipated.  An estimated rate of decline 
was then applied until depletion of the reserves.  If a decline trend has been established, this trend was 
used as the basis for estimating future production rates.  
The future production rates from wells currently on production may be more or less than 
estimated because of changes including, but not limited to, reservoir performance, operating conditions 
related to surface facilities, compression and artificial lift, pipeline capacity and/or operating conditions, 
producing market demand and/or allowables or other constraints set by regulatory bodies.  
 Unit’s operations may be subject to various levels of governmental controls and regulations.  
These controls and regulations may include, but may not be limited to, matters relating to land tenure 
6

and leasing, the legal rights to produce hydrocarbons, drilling and production practices, environmental 
protection, marketing and pricing policies, royalties, various taxes and levies including income tax and 
are subject to change from time to time.  Such changes in governmental regulations and policies may 
cause volumes of proved reserves actually recovered and amounts of proved income actually received 
to differ significantly from the estimated quantities.
The estimates of proved reserves presented herein were based upon a review of the properties 
in which Unit owns an interest; however, we have not made any field examination of the properties.  No 
consideration was given in this report to potential environmental liabilities that may exist nor were any 
costs included by Unit for potential liabilities to restore and clean up damages, if any, caused by past 
operating practices.
Certain technical personnel of Unit are responsible for the preparation of reserves estimates on 
new properties and for the preparation of revised estimates, when necessary, on old properties.  These 
personnel assembled the necessary data and maintained the data and workpapers in an orderly 
manner.  We consulted with these technical personnel and had access to their workpapers and 
supporting data in the course of our audit.
Unit has informed us that they have furnished us all of the material accounts, records, geological 
and engineering data, and reports and other data required for this investigation.  In performing our audit 
of Unit’s forecast of future proved production, we have relied upon data furnished by Unit with respect 
to property interests owned, production and well tests from examined wells, normal direct costs of 
operating the wells or leases, other costs such as transportation and/or processing fees, ad valorem 
and production taxes, product prices based on the SEC regulations, adjustments or differentials to 
product prices, and pressure measurements.  Ryder Scott reviewed such factual data for its 
reasonableness; however, we have not conducted an independent verification of the data furnished by 
Unit.  We consider the factual data furnished to us by Unit to be appropriate and sufficient for the 
purpose of our review of Unit’s estimates of reserves.  In summary, we consider the assumptions, data, 
methods and analytical procedures used by Unit and as reviewed by us appropriate for the purpose 
hereof, and we have used all such methods and procedures that we consider necessary and 
appropriate under the circumstances to render the conclusions set forth herein.
Audit Opinion
Based on our review, including the data, technical processes and interpretations presented by 
Unit, it is our opinion that the overall procedures and methodologies utilized by Unit in preparing their 
estimates of the proved reserves as of December 31, 2023 comply with the current SEC regulations 
and that the overall proved reserves for the reviewed properties as estimated by Unit are, in the 
aggregate, reasonable within the established audit tolerance guidelines of 10 percent as set forth in the 
SPE auditing standards.  Ryder Scott found the processes and controls used by Unit in their estimation 
of proved reserves to be effective and, in the aggregate, we found no bias in the utilization and analysis 
of data in estimates for these properties. 
We were in reasonable agreement with Unit's estimates of proved reserves for the properties 
which we reviewed; although in certain cases there was more than an acceptable variance between 
Unit's estimates and our estimates due to a difference in interpretation of data or due to our having 
access to data which were not available to Unit when its reserves estimates were prepared.  However 
notwithstanding, it is our opinion that on an aggregate basis the data presented herein for the properties 
that we reviewed fairly reflects the estimated net reserves owned by Unit.
Other Properties
Other properties, as used herein, are those properties of Unit which we did not review.  The 
proved net reserves attributable to the other properties account for approximately 20 percent of the total 
proved net liquid hydrocarbon and gas reserves of Unit on a barrel of oil equivalent, BOE basis, based 
on estimates prepared by Unit as of December 31, 2023.  The other properties represent approximately 
15 percent of the total proved discounted future net income at 10% based on the unescalated pricing 
policy of the SEC as taken from reserves and income projections prepared by Unit as of December 31, 
2023.
7

The same technical personnel of Unit were responsible for the preparation of the reserves 
estimates for the properties that we reviewed as well as for the properties not reviewed by Ryder Scott.
Standards of Independence and Professional Qualification
Ryder Scott is an independent petroleum engineering consulting firm that has been providing 
petroleum consulting services throughout the world since 1937.  Ryder Scott is employee-owned and 
maintains offices in Houston, Texas; Denver, Colorado; and Calgary, Alberta, Canada.  We have 
approximately eighty engineers and geoscientists on our permanent staff.  By virtue of the size of our 
firm and the large number of clients for which we provide services, no single client or job represents a 
material portion of our annual revenue.  We do not serve as officers or directors of any privately-owned 
or publicly-traded oil and gas company and are separate and independent from the operating and 
investment decision-making process of our clients.  This allows us to bring the highest level of 
independence and objectivity to each engagement for our services.
Ryder Scott actively participates in industry-related professional societies and organizes an 
annual public forum focused on the subject of reserves evaluations and SEC regulations.  Many of our 
staff have authored or co-authored technical papers on the subject of reserves related topics.  We 
encourage our staff to maintain and enhance their professional skills by actively participating in ongoing 
continuing education.
Prior to becoming an officer of the Company, Ryder Scott requires that staff engineers and 
geoscientists receive professional accreditation in the form of a registered or certified professional 
engineer’s license or a registered or certified professional geoscientist’s license, or the equivalent 
thereof, from an appropriate governmental authority or a recognized self-regulating professional 
organization.  Regulating agencies require that, in order to maintain active status, a certain amount of 
continuing education hours be completed annually, including an hour of ethics training.  Ryder Scott 
fully supports this technical and ethics training with our internal requirement mentioned above.
We are independent petroleum engineers with respect to Unit.  Neither we nor any of our 
employees have any financial interest in the subject properties, and neither the employment to do this 
work nor the compensation is contingent on our estimates of reserves for the properties which were 
reviewed.
The results of this audit, presented herein, are based on technical analyses conducted by teams 
of geoscientists and engineers from Ryder Scott.  The professional qualifications of the undersigned, 
the technical person primarily responsible for overseeing, reviewing and approving the review of the 
reserves information discussed in this report, are included as an attachment to this letter.
Terms of Usage
The results of our third party audit, presented in report form herein, were prepared in 
accordance with the disclosure requirements set forth in the SEC regulations and intended for public 
disclosure as an exhibit in filings made with the SEC by Unit.  
We have provided Unit with a digital version of the original signed copy of this report letter.  In 
the event there are any differences between the digital version included in filings made by Unit and the 
original signed report letter, the original signed report letter shall control and supersede the digital 
version.
8

 
The data and work papers used in the preparation of this report are available for examination by 
authorized parties in our offices.  Please contact us if we can be of further service.
 
 
Very truly yours,
 
 
RYDER SCOTT COMPANY, L.P.
 
 
TBPELS Firm Registration No. F-1580
 
 
/s/ Robert J. Paradiso
 
 
Robert J. Paradiso, P.E.
 
 
TBPELS License No. 111861
 
 
Senior Vice President
[SEAL]
RJP (HGA)/pl
9

Professional Qualifications of Primary Technical Person 
The conclusions presented in this report are the result of technical analysis conducted by teams of 
geoscientists and engineers from Ryder Scott Company, L.P.  Robert J. Paradiso was the primary 
technical person responsible for overseeing the estimate of the reserves, future production and income 
prepared by Ryder Scott presented herein.  
Mr. Paradiso, an employee of Ryder Scott Company L.P. (Ryder Scott) since 2008, is a Senior Vice 
President and also serves as Project Coordinator, responsible for coordinating and supervising staff 
and consulting engineers of the company in ongoing reservoir evaluation studies worldwide.  Before 
joining Ryder Scott, Mr. Paradiso served in a number of engineering positions with Getty Oil Company, 
Texaco, Union Texas Petroleum, Amax Oil and Gas, Inc., Norcen Explorer, Inc., Amerac Energy 
Corporation, Halliburton Energy Services, Santa Fe Snyder Corp., and Devon Energy Corporation.  For 
more information regarding Mr. Paradiso’s geographic and job specific experience, please refer to the 
Ryder Scott Company website at https://ryderscott.com/employees.
Mr. Paradiso earned a Bachelor of Science degree in Petroleum Engineering from Texas Tech 
University in 1979, and is a registered Professional Engineer in the State of Texas.  He is also a 
member of the Society of Petroleum Engineers.
In addition to gaining experience and competency through prior work experience, the Texas Board of 
Professional Engineers requires a minimum of fifteen hours of continuing education annually, including 
at least one hour in the area of professional ethics, which Mr. Paradiso fulfills.  As part of his 2023 
continuing education hours, Mr. Paradiso attended 6 hours of formalized training during the 2023 RSC 
Reserves Conference relating to the definitions and disclosure guidelines contained in the United 
States Securities and Exchange Commission Title 17, Code of Federal Regulations, Modernization of 
Oil and Gas Reporting, Final Rule released January 14, 2009 in the Federal Register.  Mr. Paradiso 
attended an additional 32½ hours of formalized in-house training during 2023 covering such topics as 
the SPE/WPC/AAPG/SPEE Petroleum Resources Management System, carbon storage analysis and 
permitting, reservoir engineering, geoscience and petroleum economics evaluation methods and 
procedures, and ethics for consultants.  
Based on his educational background, professional training and more than 44 years of practical 
experience in the estimation and evaluation of petroleum reserves, Mr. Paradiso has attained the 
professional qualifications as a Reserves Estimator and Reserves Auditor set forth in Article III of the 
“Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information” promulgated 
by the Society of Petroleum Engineers as of June 2019. 
10

PETROLEUM RESERVES DEFINITIONS
As Adapted From:
RULE 4-10(a) of REGULATION S-X PART 210
UNITED STATES SECURITIES AND EXCHANGE COMMISSION (SEC)
PREAMBLE
On January 14, 2009, the United States Securities and Exchange Commission (SEC) published 
the “Modernization of Oil and Gas Reporting; Final Rule” in the Federal Register of National Archives 
and Records Administration (NARA).  The “Modernization of Oil and Gas Reporting; Final Rule” 
includes revisions and additions to the definition section in Rule 4-10 of Regulation S-X, revisions and 
additions to the oil and gas reporting requirements in Regulation S-K, and amends and codifies Industry 
Guide 2 in Regulation S-K.  The “Modernization of Oil and Gas Reporting; Final Rule”, including all 
references to Regulation S-X and Regulation S-K, shall be referred to herein collectively as the “SEC 
regulations”.  The SEC regulations take effect for all filings made with the United States Securities and 
Exchange Commission as of December 31, 2009, or after January 1, 2010.  Reference should be made 
to the full text under Title 17, Code of Federal Regulations, Regulation S-X Part 210, Rule 4-10(a) for 
the complete definitions (direct passages excerpted in part or wholly from the aforementioned SEC 
document are denoted in italics herein).
Reserves are estimated remaining quantities of oil and gas and related substances anticipated 
to be economically producible, as of a given date, by application of development projects to known 
accumulations.  All reserve estimates involve an assessment of the uncertainty relating the likelihood 
that the actual remaining quantities recovered will be greater or less than the estimated quantities 
determined as of the date the estimate is made.  The uncertainty depends primarily on the amount of 
reliable geologic and engineering data available at the time of the estimate and the interpretation of 
these data.  The relative degree of uncertainty may be conveyed by placing reserves into one of two 
principal categories, either proved or unproved.  Unproved reserves are less certain to be recovered 
than proved reserves and may be further sub-categorized as probable and possible reserves to denote 
progressively increasing uncertainty in their recoverability.  Under the SEC regulations as of 
December 31, 2009, or after January 1, 2010, a company may optionally disclose estimated quantities 
of probable or possible oil and gas reserves in documents publicly filed with the SEC.  The SEC 
regulations continue to prohibit disclosure of estimates of oil and gas resources other than reserves and 
any estimated values of such resources in any document publicly filed with the SEC unless such 
information is required to be disclosed in the document by foreign or state law as noted in §229.1202 
Instruction to Item 1202.
Reserves estimates will generally be revised only as additional geologic or engineering data 
become available or as economic conditions change.
Reserves may be attributed to either natural energy or improved recovery methods.  Improved 
recovery methods include all methods for supplementing natural energy or altering natural forces in the 
reservoir to increase ultimate recovery.  Examples of such methods are pressure maintenance, natural 
gas cycling, waterflooding, thermal methods, chemical flooding, and the use of miscible and immiscible 
displacement fluids.  Other improved recovery methods may be developed in the future as petroleum 
technology continues to evolve.
Reserves may be attributed to either conventional or unconventional petroleum accumulations.  
Petroleum accumulations are considered as either conventional or unconventional based on the nature 
of their in-place characteristics, extraction method applied, or degree of processing prior to sale.  
Examples of unconventional petroleum accumulations include coalbed or coalseam methane (CBM/
CSM), basin-centered gas, shale gas, gas hydrates, natural bitumen and oil shale deposits.  These 
unconventional accumulations may require specialized extraction technology and/or significant 
processing prior to sale.  
Reserves do not include quantities of petroleum being held in inventory. 
Because of the differences in uncertainty, caution should be exercised when aggregating 
quantities of petroleum from different reserves categories.
11

RESERVES (SEC DEFINITIONS)
Securities and Exchange Commission Regulation S-X §210.4-10(a)(26) defines reserves as 
follows:
Reserves.  Reserves are estimated remaining quantities of oil and gas and related substances 
anticipated to be economically producible, as of a given date, by application of development projects to 
known accumulations.  In addition, there must exist, or there must be a reasonable expectation that 
there will exist, the legal right to produce or a revenue interest in the production, installed means of 
delivering oil and gas or related substances to market, and all permits and financing required to 
implement the project. 
Note to paragraph (a)(26): Reserves should not be assigned to adjacent reservoirs isolated by major, 
potentially sealing, faults until those reservoirs are penetrated and evaluated as economically 
producible.  Reserves should not be assigned to areas that are clearly separated from a known 
accumulation by a non-productive reservoir (i.e., absence of reservoir, structurally low reservoir, or 
negative test results).  Such areas may contain prospective resources (i.e., potentially recoverable 
resources from undiscovered accumulations). 
PROVED RESERVES (SEC DEFINITIONS)
Securities and Exchange Commission Regulation S-X §210.4-10(a)(22) defines proved oil and 
gas reserves as follows:
Proved oil and gas reserves.  Proved oil and gas reserves are those quantities of oil and gas, which, 
by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be 
economically producible—from a given date forward, from known reservoirs, and under existing 
economic conditions, operating methods, and government regulations—prior to the time at which 
contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably 
certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The 
project to extract the hydrocarbons must have commenced or the operator must be reasonably certain 
that it will commence the project within a reasonable time. 
(i) The area of the reservoir considered as proved includes: 
(A) The area identified by drilling and limited by fluid contacts, if any, and 
(B) Adjacent undrilled portions of the reservoir that can, with reasonable certainty, be 
judged to be continuous with it and to contain economically producible oil or gas on the 
basis of available geoscience and engineering data. 
(ii) In the absence of data on fluid contacts, proved quantities in a reservoir are limited by the 
lowest known hydrocarbons (LKH) as seen in a well penetration unless geoscience, 
engineering, or performance data and reliable technology establishes a lower contact with 
reasonable certainty. 
12

PROVED RESERVES (SEC DEFINITIONS) CONTINUED
(iii) Where direct observation from well penetrations has defined a highest known oil (HKO) 
elevation and the potential exists for an associated gas cap, proved oil reserves may be 
assigned in the structurally higher portions of the reservoir only if geoscience, engineering, or 
performance data and reliable technology establish the higher contact with reasonable certainty. 
(iv) Reserves which can be produced economically through application of improved recovery 
techniques (including, but not limited to, fluid injection) are included in the proved classification 
when: 
(A) Successful testing by a pilot project in an area of the reservoir with properties no 
more favorable than in the reservoir as a whole, the operation of an installed program in 
the reservoir or an analogous reservoir, or other evidence using reliable technology 
establishes the reasonable certainty of the engineering analysis on which the project or 
program was based; and 
(B) The project has been approved for development by all necessary parties and entities, 
including governmental entities. 
(v) Existing economic conditions include prices and costs at which economic producibility from a 
reservoir is to be determined. The price shall be the average price during the 12-month period 
prior to the ending date of the period covered by the report, determined as an unweighted 
arithmetic average of the first-day-of-the-month price for each month within such period, unless 
prices are defined by contractual arrangements, excluding escalations based upon future 
conditions. 
13

PETROLEUM RESERVES STATUS DEFINITIONS AND GUIDELINES
As Adapted From:
RULE 4-10(a) of REGULATION S-X PART 210
UNITED STATES SECURITIES AND EXCHANGE COMMISSION (SEC)
and
2018 PETROLEUM RESOURCES MANAGEMENT SYSTEM (SPE-PRMS)
Sponsored and Approved by:
SOCIETY OF PETROLEUM ENGINEERS (SPE)
WORLD PETROLEUM COUNCIL (WPC)
AMERICAN ASSOCIATION OF PETROLEUM GEOLOGISTS (AAPG)
SOCIETY OF PETROLEUM EVALUATION ENGINEERS (SPEE)
SOCIETY OF EXPLORATION GEOPHYSICISTS (SEG)
SOCIETY OF PETROPHYSICISTS AND WELL LOG ANALYSTS (SPWLA)
EUROPEAN ASSOCIATION OF GEOSCIENTISTS & ENGINEERS (EAGE)
Reserves status categories define the development and producing status of wells and 
reservoirs.  Reference should be made to Title 17, Code of Federal Regulations, Regulation S-X Part 
210, Rule 4-10(a) and the SPE-PRMS as the following reserves status definitions are based on 
excerpts from the original documents (direct passages excerpted from the aforementioned SEC and 
SPE-PRMS documents are denoted in italics herein).
DEVELOPED RESERVES (SEC DEFINITIONS)
Securities and Exchange Commission Regulation S-X §210.4-10(a)(6) defines developed oil 
and gas reserves as follows:
Developed oil and gas reserves are reserves of any category that can be expected to be 
recovered: 
(i) Through existing wells with existing equipment and operating methods or in which the 
cost of the required equipment is relatively minor compared to the cost of a new well; 
and 
(ii) Through installed extraction equipment and infrastructure operational at the time of 
the reserves estimate if the extraction is by means not involving a well. 
Developed Producing (SPE-PRMS Definitions)
While not a requirement for disclosure under the SEC regulations, developed oil and gas 
reserves may be further sub-classified according to the guidance contained in the SPE-PRMS as 
Producing or Non-Producing.
Developed Producing Reserves 
Developed Producing Reserves are expected quantities to be recovered from completion 
intervals that are open and producing at the effective date of the estimate. 
Improved recovery reserves are considered producing only after the improved recovery project 
is in operation. 
Developed Non-Producing
Developed Non-Producing Reserves include shut-in and behind-pipe Reserves. 
Shut-In
Shut-in Reserves are expected to be recovered from:
(1) completion intervals that are open at the time of the estimate but which have not  yet 
started producing; 
14

(2) wells which were shut-in for market conditions or pipeline connections; or 
(3) wells not capable of production for mechanical reasons. 
Behind-Pipe
Behind-pipe Reserves are expected to be recovered from zones in existing wells that will require 
additional completion work or future re-completion before start of production with minor cost to 
access these reserves.  
In all cases, production can be initiated or restored with relatively low expenditure compared to 
the cost of drilling a new well. 
UNDEVELOPED RESERVES (SEC DEFINITIONS)
Securities and Exchange Commission Regulation S-X §210.4-10(a)(31) defines undeveloped oil 
and gas reserves as follows:
Undeveloped oil and gas reserves are reserves of any category that are expected to be 
recovered from new wells on undrilled acreage, or from existing wells where a relatively major 
expenditure is required for recompletion. 
(1)
Reserves on undrilled acreage shall be limited to those directly offsetting 
development spacing areas that are reasonably certain of production when drilled, 
unless evidence using reliable technology exists that establishes reasonable certainty of 
economic producibility at greater distances. 
(ii) Undrilled locations can be classified as having undeveloped reserves only if a 
development plan has been adopted indicating that they are scheduled to be drilled 
within five years, unless the specific circumstances, justify a longer time. 
(iii) Under no circumstances shall estimates for undeveloped reserves be attributable to 
any acreage for which an application of fluid injection or other improved recovery 
technique is contemplated, unless such techniques have been proved effective by actual 
projects in the same reservoir or an analogous reservoir, as defined in paragraph (a)(2) 
of this section, or by other evidence using reliable technology establishing reasonable 
certainty.
15